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CONTENTS
AT A GLANCE ................................................................................................................................ 2
NOTICE TO SHARE HOLDERS ................................................................................................... 3
DIRECTORS’ REPORT ................................................................................................................. 10
REPORT ON CORPORATE GOVERNANCE ............................................................................. 20
AUDITORS’ REPORT ................................................................................................................... 44
BALANCE SHEET ........................................................................................................................ 49
PROFIT AND LOSS ACCOUNT ................................................................................................. 50
NOTES FORMING PART OF ACCOUNTS................................................................................ 51
CASH FLOW STATEMENT ......................................................................................................... 72
CONSOLIDATED ACCOUNTS .................................................................................................... 76
BOARD OF DIRECTORS Mr R BALASUBRAMANIAN Additional Director
Mr R DAKSHINAMURTHY Additional Director
Ms GOMATHI SHANKAR Additional Director
Mr E SELVARAJ Director
Mr B PRAKASH Director
Mr S BALACHANDER Managing Director
STATUTORY AUDITORS M/s. P B Vijayaraghavan & Co.,
Chartered Accountants,
New No. 14 Cathedral Garden Road
Nungambakkam, Chennai - 600 034.
BANKERS Punjab National Bank,
Bank of India,
The Catholic Syrian Bank Ltd.,
State Bank of Hyderabad,
The Dhanalaxmi Bank Ltd.,
The Federal Bank Ltd.,
Canara Bank,
Indian Overseas Bank,
ING Vysya Bank Ltd.,
State Bank of Travancore,
UCO Bank,
Yes Bank Ltd.
HOLDING COMPANY M/s. Auctus Holdings Private Limited
SUBSIDIARIES M/s. DFL Holdings & Securities Limited
M/s. Smartinvest Agency.com Private Limited
BRANCHES Tamil Nadu, Andhra Pradesh, Karnataka
REGISTERED OFFICE No 14, Ramakrishna Street, T Nagar, Chennai 600 017
Phone: 2814 1778. Fax: 2814 1612.
Email : [email protected] Website: www.dflfinance.com
CIN L65921TN1986PLC013626
LISTING BOMBAY STOCK EXCHANGE LTD.
REGISTRAR AND M/s. Cameo Corporate Services Ltd,
TRANSFER AGENTS No.1, Club House Road, Chennai – 600 002
Phone: 044-28460390
DFL Infrastructure Finance Limited
2
AT A GLANCE
Y
ear
Sh
are
Res
erv
esO
wn
edS
ecu
red
Un
secu
red
Pro
fit/
(Lo
ss)
Div
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dv
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E
nd
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ap
ita
l&
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Lo
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aft
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ax
20
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-20
02
59
5.4
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03
.07
2,5
98
.50
7,3
56
.67
1,2
03
.36
5
22
.60
27
.5%
5
,04
0.1
1
20
02
-20
03
59
5.4
3
2,5
47
.52
3,1
42
.95
9,6
81
.77
1,3
02
.54
7
19
.43
25
%
6,5
74
.79
20
03
-20
04
59
5.4
3
2,9
14
.26
3,5
09
.69
11,7
46
.77
1,6
48
.42
5
01
.11
20
%
9,1
15
.00
20
04
-20
05
59
5.4
3
3,3
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.34
3,9
09
.77
13
,25
8.9
82
,07
7.0
7
53
4.7
2
2
0%
12
,34
1.0
0
20
05
-20
06
59
5.4
3
3,6
95
.33
4,2
90
.76
14
,46
7.4
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,57
4.9
7
51
6.7
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2
0%
14
,06
0.0
0
20
06
-20
07
2,8
21
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2
,34
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8 5
,16
9.6
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0,0
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10
6.3
4-2
,68
4.0
5
–
16
,02
6.0
0
20
07
-20
08
2,8
21
.43
8
50
.06
3,6
71
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–1
.82
-1,4
98
.06
– 1
7,9
39
.00
(18
Mo
nth
s)
20
08
-20
09
2,8
21
.43
5
,00
0.2
9 7
,82
1.7
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5,5
13
.21
68
6.1
2-6
,86
1.0
3
–
2
,70
2.0
0
20
09
-20
11
2,8
21
.43
5
,00
0.2
9 7
,82
1.7
21
3,4
46
.70
19
5.6
0-2
,14
2.7
8–
23
1.0
0
(18
Mo
nth
s)
20
11
-20
12
6,6
71
.67
-10
,35
5.0
3-3
,68
3.3
69
,83
2.4
95
59
.35
-2,1
96
.27
–2
09
.50
20
12
-20
13
6,6
71
.67
-11
,91
6.5
6-5
,24
4.8
91
0,6
80
.03
75
2.5
9-1
,56
1.5
6–
36
6.9
5
20
13
-20
14
6,6
71
.67
-13
,22
6.2
1-6
,55
4.5
411
,59
4.1
57
48
.59
-1,3
09
.65
––
20
14
-20
15
6,6
71
.67
-16
,66
6.3
3-9
,99
4.6
61
2,6
83
.59
74
8.5
9-3
,42
1.0
0–
–
(Rs.
in
La
kh
s)
3
NOTICE TO THE SHAREHOLDERS
Notice is hereby given that the Twenty Eighth Annual General meeting of the Company will be held on
Friday the 25th September, 2015 at 10.00 A M at Balamandir German Hall, (Unit of Balamandir Kamaraj
Trust), No. 17, Prakasam Street, T Nagar, Chennai 600 017 to transact the following business:
ORDINARY BUSINESS
1. To receive, consider and adopt the Audited Balance Sheet as on 31st March, 2015 and the Profit &
Loss Account for the financial year ended on that date together with the report of the Board of
Directors and Auditors of the Company.
2. To appoint a Director in the place of Mr. Bakthavathsalu Prakash (DIN: 01978381) who retires by
rotation and being eligible offers himself for reappointment.
3. To appoint the statutory auditors to hold office from the conclusion of this Annual General Meeting
till the conclusion of next annual general meeting and fix their remuneration.
"RESOLVED THAT in accordance with applicable provisions of the Companies Act, 2013, and the
Rules made there under (including any statutory modification(s) or re-enactment thereof), the auditors
M/s. P B Vijayaraghavan & Co., Chartered Accountants, (FRN: 004721S) Chennai, be and are hereby
appointed as Auditors of the Company to hold office from the conclusion of this Annual General
Meeting until the conclusion of the ensuing Annual General Meeting on a remuneration to be fixed
by the Board of Directors."
SPECIAL BUSINESS
4. To consider and if thought fit, to pass with or without modification(s), the following resolution as an
Ordinary Resolution
RESOLVED THAT Mr. Dakshinamurthy Radhakrishnan (DIN : 02004072), who was appointed
as an Additional Director with effect from 15th April, 2015 by the Board of the Company in terms
of Section 161 and other applicable provisions, if any, of The Companies Act, 2013 and in terms of
Article 39 of the Articles of Association of the Company and who is entitled to hold office up to the
date of ensuing Annual General Meeting, and in respect of whom a notice has been received from a
Member in writing, under Section 160 of the Companies Act, 2013, proposing his candidature for the
office of a Director, be and is hereby appointed as a director (Independent) pursuant to the provisions
of Sections 149, 150, 152 and other applicable provisions of the Companies Act, 2013 for a term of
five years with effect from 25.09.2015 to 24.09.2020.
5. To consider and if thought fit, to pass with or without modification(s), the following resolution as an
Ordinary Resolution
RESOLVED THAT Mr. Balasubramanian Ramaiah (DIN : 06382812), who was appointed as an
Additional Director with effect from 15th April, 2015 by the Board of the Company in terms of
Section 161 and other applicable provisions, if any, of The Companies Act, 2013 and in terms of
Article 39 of the Articles of Association of the Company and who is entitled to hold office up to the
date of ensuing Annual General Meeting, and in respect of whom a notice has been received from a
Member in writing, under Section 160 of the Companies Act, 2013, proposing his candidature for the
office of a Director, be and is hereby appointed as a director (Independent) pursuant to the provisions
of Sections 149, 150, 152 and other applicable provisions of the Companies Act, 2013 for a term of
five years with effect from 25.09.2015 to 24.09.2020.
4
6. To consider and if thought fit, to pass with or without modification(s), the following resolution as an
Ordinary Resolution
RESOLVED THAT Ms. Gomathi Shankar (DIN : 03527755), who was appointed as an Additional
Director with effect from 06th July, 2015 by the Board of the Company in terms of Section 161 and
other applicable provisions, if any, of The Companies Act, 2013 and in terms of Article 39 of the
Articles of Association of the Company and who is entitled to hold office up to the date of ensuing
Annual General Meeting, and in respect of whom a notice has been received from a Member in
writing, under Section 160 of the Companies Act, 2013, proposing his candidature for the office of
a Director, be and is hereby appointed as a director (Independent) pursuant to the provisions of
Sections 149, 150, 152 and other applicable provisions of the Companies Act, 2013 for a term of five
years with effect from 25.09.2015 to 24.09.2020.
for and on behalf of the Board
Place: Chennai S BALACHANDER
Date : 14.08.2015 Managing Director
(DIN : 02644584)
NOTES:
1. A member entitled to attend and vote at the meeting is entitled to appoint a proxy to attend and vote
instead of himself and the proxy need not be a member. A form of proxy is enclosed, and if intended
to be used, should be returned to the company duly completed not less than 48 (forty eight) hours
before the aforesaid meeting. A person can act as a proxy on behalf of members not exceeding fifty
and holding in the aggregate not more than ten percent of the total share capital of the company
carrying voting rights. A member holding more than ten percent of the total share capital of the
company carrying voting rights may appoint a single person as proxy and such person shall not act
as a proxy for any other person or shareholder.
2. Please bring the admission slip duly filled in and handover at the entrance of the meeting hall.
3. The register of members and share transfer books of the Company will remain closed from 19th
September, 2015 to 25th September, 2015 (both days inclusive), as per the requirements of the listing
agreements.
4. Members are requested to immediately notify any change of address:
i. To the Depository Participants (DPs) in respect of their electronic share accounts.
ii. To the Registered Office at No: 14, Ramakrishna Street, T Nagar, Chennai - 600 017 in respect
of their physical share folios.
5. In case the mailing address mentioned in this Annual Report is without the pin code, members are
requested to kindly inform their pin code immediately.
5
6. No dividend has been declared by the company since 2006-07 under section 205 of the Companies
Act, 1956. The Company has remitted all the unclaimed/unpaid dividends upto the financial year
2005-06 to Investor Education and Protection Fund.
7. The Company has a designated E-mail ID for Investor Grievance. All the shareholders are requested
to mail their Grievance to [email protected]
8. Members are requested to quote their folio numbers, DPID No. and client ID in all their
correspondence.
9. Members are requested to bring their copies of the Annual report for the meeting.
10. As per Section 72 of the Companies Act, 2013 and rule 19(1) of the Companies (Share Capital and
Debentures) Rules 2014, facility for making nomination is now available to individuals holding shares
in the Company. The nomination form No. SH-13 prescribed by the Government can be obtained from
the Company.
11. As required under the Listing Agreement, the particulars of directors who are proposed to be
appointed / re-appointed are given in the Report on Corporate Governance.
12. Shareholders are requested to see Annexure I as attached hereto relating to awareness about the
GREEN INITIATIVE IN CORPORATE GOVERNANCE - Electronic Mode of service of
documents introduced by The Ministry of Corporate Affairs (MCA) by issuing circulars no. 17/2011/
95/2011 CL.V dated 21.04.2011 and 29.04.2011
13. The instructions for shareholders voting electronically are as under:
(i) The voting period begins on 22.09.2014 at 9.00 a.m. and ends on 24.09.2015 at 5.00 p.m.
During this period shareholders' of the Company, holding shares either in physical form or in
dematerialized form, as on the cut-off date (record date) 18.09.2015 may cast their vote
electronically. The e-voting module shall be disabled by CDSL for voting thereafter.
(ii) Shareholders who have already voted prior to the meeting date would not be entitled to vote at
the meeting venue.
(iii) The shareholders should log on to the e-voting website www.evotingindia.com.
(iv) Click on Shareholders.
(v) Now Enter your User ID
a. For CDSL: 16 digits beneficiary ID,
b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,
c. Members holding shares in Physical Form should enter Folio Number registered with the
Company.
(vi) Next enter the Image Verification as displayed and Click on Login.
(vii) If you are holding shares in demat form and had logged on to www.evotingindia.com and voted
on an earlier voting of any company, then your existing password is to be used.
6
For Members holding shares in Demat Form and Physical Form
PAN Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department
(Applicable for both demat shareholders as well as physical shareholders)
l Members who have not updated their PAN with the Company/Depository
Participant are requested to use the first two letters of their name and the 8 digits
of the sequence number in the PAN field.
l Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department
(Applicable for both demat shareholders as well as physical shareholders)
l Members who have not updated their PAN with the Company/Depository
Participant are requested to use the first two letters of their name and the 8 digits
of the sequence number in the PAN field.
l In case the sequence number is less than 8 digits enter the applicable number of
0's before the number after the first two
Dividend Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recorded
Bank in your demat account or in the company records in order to login.
Details l If both the details are not recorded with the depository or company please enter
OR Date the member id / folio number in the Dividend Bank details field as mentioned in
of Birth instruction (v).
(DOB)
(ix) After entering these details appropriately, click on "SUBMIT" tab.
(x) Members holding shares in physical form will then directly reach the Company selection screen.
However, members holding shares in demat form will now reach 'Password Creation' menu
wherein they are required to mandatorily enter their login password in the new password field.
Kindly note that this password is to be also used by the demat holders for voting for resolutions
of any other company on which they are eligible to vote, provided that company opts for e-
voting through CDSL platform. It is strongly recommended not to share your password with any
other person and take utmost care to keep your password confidential.
(xi) For Members holding shares in physical form, the details can be used only for e-voting on the
resolutions contained in this Notice.
(xii) Click on the EVSN for the relevant <Company Name> on which you choose to vote.
(xiii) On the voting page, you will see "RESOLUTION DESCRIPTION" and against the same the
option "YES/NO" for voting. Select the option YES or NO as desired. The option YES implies
that you assent to the Resolution and option NO implies that you dissent to the Resolution.
(xiv) Click on the "RESOLUTIONS FILE LINK" if you wish to view the entire Resolution details.
(xv) After selecting the resolution you have decided to vote on, click on "SUBMIT". A confirmation
box will be displayed. If you wish to confirm your vote, click on "OK", else to change your vote,
click on "CANCEL" and accordingly modify your vote.
(xvi) Once you "CONFIRM" your vote on the resolution, you will not be allowed to modify your
vote.
(viii) If you are a first time user follow the steps given below:
7
(xvii) You can also take a print of the votes cast by clicking on "Click here to print" option on the
Voting page.
(xviii) If a demat account holder has forgotten the login password then Enter the User ID and the image
verification code and click on Forgot Password & enter the details as prompted by the system.
(xix) Note for Non - Individual Shareholders and Custodians
l Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodian are
required to log on to www.evotingindia.com and register themselves as Corporates.
l A scanned copy of the Registration Form bearing the stamp and sign of the entity should
be emailed to [email protected].
l After receiving the login details a Compliance User should be created using the admin login
and password. The Compliance User would be able to link the account(s) for which they
wish to vote on.
l The list of accounts linked in the login should be mailed to
[email protected] and on approval of the accounts they would be able to
cast their vote.
l A scanned copy of the Board Resolution and Power of Attorney (POA) which they have
issued in favour of the Custodian, if any, should be uploaded in PDF format in the system
for the scrutinizer to verify the same.
(xx) In case you have any queries or issues regarding e-voting, you may refer the Frequently Asked
Questions ("FAQs") and e-voting manual available at www.evotingindia.com, under help section
or write an email to [email protected].
8
EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013
SPECIAL BUSINESS:
Item No. 4
Mr. Dakshinamurthy Radhakrishnan was appointed as an Additional director with effect from 15th
April, 2015. He holds office only upto the date of the forthcoming Annual General meeting. In terms of
Sec 161 and other applicable provisions, if any, of The Companies Act, 2013 the Company has received
a notice in writing from a member signifying his intention to propose Mr. Dakshinamurthy Radhakrishnan
as a candidate for the office of Director. The Board proposes to appoint him as a director (Independent),
not liable to retire by rotation, as per the relevant provisions of the Companies Act, 2013. The Board
recommends the resolution for your approval.
None of the Directors except Dakshinamurthy Radhakrishnan is deemed to be interested in the resolution.
Item No. 5
Mr. Balasubramanian Ramaiah was appointed as an Additional director with effect from 15th April,
2015. He holds office only upto the date of the forthcoming Annual General meeting. In terms of Sec 161
and other applicable provisions, if any, of The Companies Act, 2013 the Company has received a notice
in writing from a member signifying his intention to propose Mr. Balasubramanian Ramaiah as a candidate
for the office of Director. The Board proposes to appoint him as a director (Independent), not liable to retire
by rotation, as per the relevant provisions of the Companies Act, 2013. The Board recommends the
resolution for your approval.
None of the Directors except Balasubramanian Ramaiah is deemed to be interested in the resolution.
Item No. 6
Ms. Gomathi Shankar was appointed as an Additional director with effect from 6th July, 2015. She holds
office only upto the date of the forthcoming Annual General meeting. In terms of Sec 161 and other
applicable provisions, if any, of The Companies Act, 2013 the Company has received a notice in writing
from a member signifying his intention to propose Ms. Gomathi Shankar as a candidate for the office of
Director. The Board proposes to appoint her as a director (Independent), not liable to retire by rotation, as
per the relevant provisions of the Companies Act, 2013. The Board recommends the resolution for your
approval.
None of the Directors except Gomathi Shankar is deemed to be interested in the resolution.
for and on behalf of the Board
Place: Chennai S BALACHANDER
Date : 14.08.2015 Managing Director
(DIN : 02644584)
9
ANNEXURE I
Green initiative in Corporate Governance - Electronic Mode of service of documents
The Ministry of Corporate Affairs (MCA) has taken a Green Initiative in Corporate Governance by issuing
circulars no. 17/2011/95/2011 CL.V dated 21.04.2011 and 29.04.2011, permitting companies to service
documents to their shareholders through an electronic mode.
To support this sustainability initiative of MCA, we propose to send future communication, including
Notice of Annual General Meeting and Annual Report of the Company for the year 2013-14 onwards, in
electronic mode to your e-mail address available in the Register of Members of the Company.
This initiative by the government will not only go a long way in conservation of the environment but also
enable you to receive notices/documents, etc. promptly and without loss in postal transit. In order for you
to receive notices/documents of the Company on email you would be required to register your email with
the Company and/or update your email with your depositary participant with NSDL / CDSL. As and when
there are changes in your email address, you are requested to keep your Depository Participant (DP)
informed of the same.
We request your support in this endeavour. To receive the e-version of the Annual Report for the year ended
31.03.2015, you are requested to register your mail ID with the concerned as soon as you receive Annual
Report in physical form. Besides ensuring that your mailbox has adequate free capacities to receive
approximately 2 MB of communication. However, in case you do desire to receive the Annual Report in
physical form from 2014 onwards, you are requested to inform us by sending an email to [email protected]
and indicating your preference. A copy will be sent to you free of cost.
Please note that the Annual Report will also be available on the Company's website www.dflfinance.com
for viewing/downloading. Physical copies of the Annual Report will also be available at our Registered
Office in Chennai for inspection during office hours.
We look forward to your whole-hearted response for the success of this green initiative.
Assuring you of our best services at all times,
Thanking you,
S BALACHANDER
Managing Director
(DIN : 02644584)
10
Your Directors present their Twenty Eighth Annual Report together with the Audited accounts for the
financial year ended March 31, 2015.
1. FINANCIAL RESULTS (Rs. In Lakhs)
For the Financial For the Financial
PARTICULARS year ended year ended
31.03.2015 31.03.2014
GROSS INCOME 30.59 189.59
PROFIT/(LOSS) BEFORE INTEREST & DEPRECIATION (2315.01) (345.92)
LESS: INTEREST 1090.30 941.17
PROFIT/(LOSS) BEFORE DEPRECIATION (3405.31) (1287.09)
LESS: EXCEPTIONAL ITEMS – –
LESS : DEPRECIATION 15.69 22.56
PROFIT / (LOSS) BEFORE TAX (3421.00) (1309.65)
PROVISION FOR TAXATION (including FBT / Deferred tax) – –
PROFIT / (LOSS) AFTER TAX (3421.00) (1309.65)
ADD: BALANCE FROM LAST YEAR (18226.50) (16916.85)
PROFIT /(LOSS) AVAILABLE FOR APPROPRIATION (21647.50) (18226.50)
PROPOSED DIVIDEND (Including Dividend Tax) Nil Nil
TRANSFER TO STATUTORY RESERVE Nil Nil
TRANSFER TO GENERAL RESERVE Nil Nil
BALANCE CARRIED FORWARD (21647.50) (18226.50)
DIRECTORS’ REPORT
2. OPERATIONS
As the restriction imposed by Reserve Bank of India is in place, the company could not carryout anybusiness afresh this year.
Your Company has been focusing on Collections during the year. In spite of the absence of any fresh Fundsinfused by the Banks, the Company was able to meet all the statutory and Staff obligations because of theadequate collection mechanism.
3. DIVIDEND
In view of the absence of profit, the Board is not recommending any dividend including interim dividendon the Equity Shares of the Company during the period under review.
The Preference Shares issued to the Banks in terms of the CDR Approval carry a Cumulative Dividend of9% and the Preference Shares Issued to Asia Pragati Capfin Private Limited a Cumulative Dividend of 4%.An amount of Rs. 346.52 Lakhs and Rs. 89.04 Lakhs respectively amounting to total of Rs. 435.56 Lakhsbeing the amount of Dividend accumulated but not paid are shown under Contingent Liability.
11
4. CORPORATE GOVERNANCE
Your Company is complying with the Code of Corporate Governance introduced by SEBI. A detailed report
on Corporate Governance together with a certificate from the Statutory Auditor in compliance of Clause 49
of the Listing Agreement is attached as part of this report vide Annexure-1.
Compliance Report in respect of all laws applicable to the company have been reviewed by Board of
Directors.
5. CONSOLIDATED FINANCIAL STATEMENTS
In accordance with the provisions of Section 129 (3) of the Companies Act, 2013, the Consolidated
Financial Statements, drawn up in accordance with the applicable Accounting Standards, form part of the
Annual Report. A separate statement containing the salient features of the financial statements of
Subsidiaries, Associates in Form AOC-I forms part of this report vide Annexure-II.
6. SECRETARIAL AUDIT:
Pursuant to provisions of section 204 of the Companies Act, 2013 and the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 the Company has appointed M/s. M Damodaran and
Associates Company Secretaries in practice to undertake the Secretarial Audit of the Company. Their Audit
report as on 31.03.2015 is annexed herewith as "Annexure III and also the qualifications and observations
made by the Practicing Company Secretary detailed in under the head 'Auditors observation'.
7. HOLDING COMPANY - AUCTUS HOLDINGS PRIVATE LIMITED
Auctus holds 30,45,453 equity shares of DFL Infrastructure Finance Limited comprising of 51.15% to total
Equity Capital.
8. PRUDENTIAL NORMS
Reserve Bank of India has prescribed prudential norms for registered Non Banking Financial Companies
on various parameters. Your Company is in Category "B" with effect from 27th November, 2012.
9. PROHIBITORY ORDER FROM RESERVE BANK OF INDIA
Subsequent to the completion of inspection by Reserve Bank of India under Section 45-N of the RBI Act,
1934, the Reserve Bank of India has directed that until further orders the Company shall not
a) Sell, transfer, create charge or mortgage or deal in any manner with its property and assets
without prior written permission of the Reserve Bank of India;
b) Declare or distribute any dividend;
c) Transact any business; or
d) Incur any further liabilities.
10. DEMATERIALISATION OF SHARES:
As on 31st March, 2015, 49,93,847 shares of the Company held by the shareholders are in dematerialized
form, aggregating to 83.86% of the Equity share capital of the Company. The Company's Registrars are
M/s Cameo Corporate Services Limited having their registered office at "Subramanian Building", No. 1,
Club House Road, Chennai - 600 002.
12
S.No. Particulars Compliance
1 Punjab National Bank has withdrawn the
appointment of Mr. G S Gusain, Nominee Director
with effect from 9th December, 2014
2 Mr. Dakshinamurthy Radhakrishnan was
appointed as additional director with effect from
15th April, 2015
3 Mr. Balasubramanian Ramaiah was appointed as
additional director with effect from 15th April,
2015
4 Mr. T R Suresh, resigned on 15th April, 2015
5 Mr. S Mahadevan, resigned on 06th July, 2015
6 Change in Designation of Mr. B Prakash,
Wholetime Director to Director
7 Ms. Gomathi Shankar was appointed as additional
director with effect from 06th July, 2015
The Board accepted the withdrawal with effect
from 9th December, 2014
Approval of the Board of Directors obtained vide
the meeting dated 15th April, 2015
Approval of the Board of Directors obtained vide
the meeting dated 15th April, 2015
The Board accepted his resignation vide the
Board Meeting dated 15th April, 2015
The Board accepted his resignation vide the
Board Meeting dated 6th July, 2015
The Board accepted change in the designation of
Mr. Bakthavathsalu Prakash from Whole -Time
Director to Director of the company with effect
from 06th July, 2015
Approval of the Board of Directors obtained vide
the meeting dated 6th July, 2015
11. DIRECTORS:
During the current financial year the following changes have occurred in the constitution of directors of the
company:
12. RETIREMENT BY ROTATION
Mr. BAKTHAVATHSALU PRAKASH (DIN: 01978381), director liable to retire by rotation, being eligible
offers himself for reappointment.
13. DISQUALIFICATION OF DIRECTORS:
None of the Directors is disqualified to hold directorships under the provisions of Section 164 of the
Companies Act, 2013.
14. DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to Section 134(5) of the Companies Act, 2013, Directors of your Company hereby state and
confirm that:
a. In the preparation of the annual accounts, the applicable accounting standards had been followed
along with proper explanation relating to material objects;
b. The directors had selected such accounting policies and applied them consistently and made
judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state
of affairs of the company at the end of the financial year and of the profit and loss of the company
for that period;
13
c. The directors had taken proper and sufficient care for the maintenance of adequate accounting records
in accordance with the provisions of this Act for safeguarding the assets of the company and for
preventing and detecting fraud and other irregularities;
d. The directors had prepared the annual accounts on a going concern basis; and
e. They have devised proper systems to ensure compliance with the provisions of all applicable laws and
that such systems were adequate and operating effectively
15. STATUTORY STATEMENT
A. Statement pursuant to Sec.129 (3) of the Companies Act, 2013 in respect of Subsidiary Companies
is annexed in AOC 1.
B. The equity shares of your Company are listed at the Bombay stock Exchange.
C. The Company has paid the Listing fees to Bombay stock Exchange for the Financial year 2015-16.
D. Information under section 134 of the Companies Act, 1956 read with Companies (Particulars of
employees) Rules, 1975 is given hereunder:
In terms of the provisions of section 134 of the Companies Act, 1956 read with Companies (Particulars of
Employees) Rules, 1975 as amended, the name and other particulars of employees are required to be set
in the Director's report. However, as per the provisions of Section 136 of the Act, the annual report
excluding the said information is being sent to all the shareholders.
Members who are interested in obtaining such particulars may write to the company's registered office.
16. REAPPOINTMENT OF AUDITORS AND REPORT THEREON
M/s. P. B. Vijayaraghavan & Co, Chartered Accountants, (FRN.No:004721S) Statutory Auditors of the
Company retire at the ensuing Annual General Meeting and being eligible offer themselves for re-
appointment. A certificate from the Auditors that they satisfy the conditions prescribed under the Companies
Act, 2013 and the Rules made thereunder (including satisfaction of criteria under Section 141 of the
Companies Act, 2013), has been received from them.
17. AUDIT OBSERVATIONS:
A. Statutory Auditor Observation
In response to the observations made by the Auditor, the Board wishes to place the following explanation:
Reference to the
Auditors ReportHead of Account Reference to notes below
CDR implementation Refer note a
Net worth Refer note b
RBI directions Refer note c
Redeemable Preference Shares Refer note d
Loans & advances Refer note e
Remuneration to Wholetime Director Refer note f
Dividend for Preference Shares Refer note g
Internal Auditor Refer note h
Attention invited
to Shareholder
14
a. Going Concern:
The Management of the Company approached the CDR Cell for the restructure of debts extended by
consortium banks and was approved by CDR. However during the implementation stage since some
of the Banks did not accept the CDR/CDR Re-work schemes, the Company was unable to implement
the CDR rework scheme. The management is taking efforts to arrive at an acceptable One Time
Settlement (OTS) with Secured Creditors. The management is confident of reaching a settlement with
the Secured Creditors and hence the accounts are prepared under "Going Concern" norms.
b. Net Owned Funds:
Reason for fall in Net Owned Funds:
Due to impairment of Assets the company had substantial write - offs in the last five years resulting
in fall in Net Owned Funds. Thereafter consequent to the directions of Reserve Bank of India under
section 45JA and 45L of Reserve Bank of India Act, 1934, the company could not carryout its main
activity of lending and hence no revenue generation has taken place which has further contributed to
fall in the Net Owned Funds.
Actions taken to improve the Net Owned Funds:
i. The company has converted part of the debt into Preference Shares thus improving the Capital
base.
ii. The management is in dialogue with investors to bring in fresh equity funds to strengthen the
capital base.
iii. The CDR package has not been approved by all the banks and hence no fresh funds have been
extended by the banks. The company is in dialogue with the Consortium Banks for a "one time
settlement".
iv. The management is pursuing efforts to raise funds from financial entities to re-commence the
lending operations.
c. Prohibitory Directions from Reserve Bank of India:
The Company has represented to Reserve Bank of India for withdrawing the Directions.
d. Preference Shares Allotted to Asia Pragati Capfin Pvt. Ltd.:
The Redeemable Preference Shares issued to Asia Pragati Capfin Private Limited in the year 2007
should have been redeemed in December 2009. However due to absence of Profits and financial
strain, the said shares were not redeemed. The company negotiated with the Preference Shareholders
and rescheduled the redemption dates to 2017/2018/2019 years. Hence as on date of this Annual
Report there is no default. However, the Dividend on these shares are due from 1-4-2013 which have
not been paid / provided in the absence of Profits.
e. Loans and Advances:
The remuneration paid to Mr. R. Ravichandran (erstwhile Managing Director) was not approved by
the shareholders in the general meeting held in December 2010. Hence the company could not
approach the Central Government for approval. As the remuneration was already paid, this amount
was classified under Loans and Advances. Efforts are underway to settle the amount.
f. Remuneration to Wholetime Director:
The remuneration of Whole Time Director for FY 2013-14 fixed by the Board of Directors was
partially approved by the Central Government, Ministry of Corporate Affairs vide its order dated 26th
August 2014 due to technical fallacies. The company has filed an application before Central
Government for approval of the balance amount.
15
g. Dividend on Preference Shares issued to the Banks:
The consortium Banks have converted part of their outstanding to optionally Convertible Preference
Shares as per the CDR Approval. These bear a cumulative dividend of 9%. However in the absence
of Profits, the dividends have not been paid / provided since 2011-12. Since the dividends are
cumulative in nature, the same will be paid as and when profits are made.
h. Internal Auditor:
Since there is no commercial activity undertaken by the Company no Internal Auditing is being carried
out.
B. Secretarial Auditor's Observations
In observation made by the Practicing Secretary, the Board wishes to place the following explanation:
Observation in Secretarial Audit Report Reference to notes below
RBI directions Refer note a
Remuneration to Wholetime Director Refer note b
Internal Auditor Refer note c
Wholetime Company Secretary Refer note d
Women Director Refer note e
Dividend for Preference Shares Refer note f
a. RBI Directions:
The Company has represented to Reserve Bank of India for withdrawing the Directions.
b. Remuneration to Wholetime Director:
The remuneration of Whole Time Director for FY 2013-14 fixed by the Board of Directors was
approved only partially by the Central Government, Ministry of Corporate Affairs vide its order dated
26th August 2014 due to technical fallacies. The company has filed an application for approval of the
balance amount.
c. Internal Auditor:
Since there is no commercial activity undertaken by the Company no Internal Auditing is being carried
out.
d. Wholetime Company Secretary:
The Company is making efforts to appoint Wholetime Company Secretary.
e. Women Director:
Ms. Gomathi Shankar was appointed as Women Director with effect from 6th July 2015.
f. Dividend on Preference Shares issued to the Banks:
The consortium Banks have converted part of their outstanding to optionally Convertible Preference
Shares as per the CDR Approval. These bear a cumulative dividend of 9%. However in the absence
of Profits, the dividends have not been paid / provided since 2011-12. Since the dividends are
cumulative in nature, the same will be paid as and when profits are made.
18. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO:
The particulars prescribed under section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the
Companies (Accounts) Rules, 2014, are as follows:
16
Conservation of Energy
The company has taken all steps for the conservation of energy in its operations.
Technology Absorption
There was no technology absorption during the year.
Foreign Exchange
Foreign Exchange Earnings : NIL
Foreign Exchange outgo : NIL
19. CORPORATE SOCIAL RESPONSIBILITY (CSR):
The Company does not fall under the Sec 135 of the Companies Act, 2013, hence the CSR Committee is
not applicable.
20. VIGIL MECHANISM:
The Mechanism of performance evaluation of Non-executive directors by peer group of directors is under
process. This would help the company to determine any modifications in their terms of Appointment.
The Whistle Blower policy being a non mandatory requirement, the Company has not evolved any policy
for the same. However, as a matter of internal check, the Company's in house Internal Audit department
is powered to bring to the notice of the management, by way of internal reporting of any occasion of
unethical activities, which will be seriously discussed and deliberated upon in the Audit committee
meetings.
21. RELATED PARTY TRANSACTIONS:
There are no materially significant related party transactions made by the Company
22. EXTRACT OF ANNUAL RETURN:
As required pursuant to Section 92 (3) of the Companies Act, 2013 and Rule 12 (1) of the Companies
(Management and Administration) Rules, 2014, an extract of Annual Return in MGT-9 is annexed as a part
of this report vide Annexure IV
23. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
There were no loans, guarantees or investments made by the Company under Section 186 of the Companies
Act, 2013 during the year.
24. REMUNERATION RATIO OF THE DIRECTORS / KEY MANAGERIAL PERSONNEL
(KMP) / EMPLOYEES:
The information required pursuant to Section 197 read with Rule 5 of The Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 and Companies (Particulars of Employees) Rules,
1975, in respect of Directors of the Company is furnished hereunder:
S.No. Name DesignationRemuneration
paid FY
2014-15
Remuneration
paid FY
2013-14
Increase in
remuneration
from previous
year
Ratio/Times
per Median
of employee
remuneration
1 SREENIVASAN Managing
BALACHANDER Director – 50.00 – –
2. BAKTHAVATHSALU Wholetime
PRAKASH Director – 39.05 – –
Rupees in Lakhs
17
25. DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY:
During the year, your Directors have constituted a Risk Management Committee which has been entrusted
with the responsibility to assist the Board in (a) Overseeing and approving the Company's enterprise wide
risk management framework; and (b) Overseeing that all the risks that the organization faces such as
strategic, financial, credit, market, liquidity, security, property, IT, legal, regulatory, reputational and other
risks have been identified and assessed and there is an adequate risk management infrastructure in place
capable of addressing those risks. A Group Risk Management Policy was reviewed and approved by the
Committee.
26. RESTRICTIONS ON PURCHASE BY COMPANY OR GIVING LOANS FOR PURCHASE OF
ITS OWN SHARES (Sec.67 of Companies Act, 2013)
The Company has not purchased and shall not give any loan, guarantee or any financial assistance for
purchase or subscription of its own shares during the period.
27. BOARD & COMMITTEES
The details regarding number of board meetings held during the financial year and composition of Audit
Committee, Nomination and Remuneration Committee, Share Transfer and Investor Relation Committee
and Asset Liability Management Committee is furnished in the Corporate Governance Report.
28. EQUITY SHARES HAVING DIFFERENTIAL VOTING RIGHTS - Share Capital and
Debenture Rules 4 (4), 2014
The Company has not issued the Equity Shares with the Differential Rights during the financial year 2014-
2015 details as follows:
29. BUY BACK OF SECURITIES
The Company has not bought back any of its securities during the year under review.
30. SWEAT EQUITY SHARES
The Company has not issued any Sweat Equity Shares during the year under review.
31. ESOP DISCLOSURE
The Company has not provided any Stock Option Scheme to the employees.
32. BONUS SHARES
No Bonus Shares were issued during the year under review.
33. FORMAL ANNUAL EVALUATION
Formal Annual Evaluation by the Board of it own performance and that of its committees and individual
directors have been made.
34. DEPOSITS:
The company has not accepted any deposits during the year.
35. INTERNAL FINANCIAL CONTROLS
The Company has in place adequate internal financial controls with reference to financial statements.
During the year, such controls were tested and no reportable material weaknesses in the design or operation
were observed.
18
36. MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT
Structure and Developments, Opportunities and Threats, Performance, outlook, Risks and Concerns:
As the restriction imposed by Reserve Bank of India is in place, the company could not carryout any
business afresh this year.
Internal Control Systems and their Adequacy:
Management has put in place effective Internal Control Systems to provide reasonable assurance for
Safeguarding Assets and their usage, Maintenance of Proper Accounting Records and Adequacy and
Reliability of the Information used for carrying on Business Operations.
Since there is no commercial activity undertaken by the company no Internal Auditing is being carried out.
The Audit Committee is reviving the financial results regularly with specific emphasize on key areas of the
operations. Normal for seeable risks of the Company's assets are adequately covered by comprehensive
insurance. Risk assessments, inspections and safety audits are carried out periodically.
Financial and Operational Performance:
The financial and operation performance of the company is mentioned earlier.
Human Resources Development and Industrial Relations:
The Company has constituted an Internal Complaint Committee (ICC) in pursuant to the provisions of
Companies Act, 2013 for prevention, prohibition and redressal of complaints / grievances on the sexual
harassment of women at work places.
Cautionary Statement:
Statements in the Management Discussion and Analysis and Directors Report describing the Company's
strengths, strategies, projections and estimates, are forward-looking statements and progressive within the
meaning of applicable laws and regulations. Actual results may vary from those expressed or implied,
depending upon economic conditions, Government Policies and other incidental factors. Readers are
cautioned not to place undue reliance on the forward looking statements.
37. MATERIAL CHANGES IN FINANCIAL STATEMENT:
No material changes and commitments affecting the financial position of the Company occurred between
the end of the financial year to which this financial statements relate on the date of this report.
38. GENERAL
Your Directors state that no disclosure or reporting is required in respect of the following items as there
were no transactions on these items during the year under review:
Details relating to deposits covered under Chapter V of the Act.
Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or
commission from any of its subsidiaries.
Your Directors further state that during the year under review, there were no cases filed pursuant to the
Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
19
39. ACKNOWLEDGEMENT:
Your Directors thank the Company's Bankers and the Financial Institutions for their support. Your Directors
also thank the customers and share-holders and also appreciate the wholehearted effort and co-operation
rendered by the employees at all levels.
for and on behalf of the Board
Place: Chennai S BALACHANDER
Date : 14.08.2015 Managing Director
(DIN : 02644584)
20
CORPORATE GOVERNANCE REPORT – Annexure 1
The Board of Directors of the Company lays great emphasis on the broad principles of Corporate
Governance. Given below is the report on Corporate Governance.
1. COMPANY’S PHILOSOPHY ON CODE OF GOVERNANCE
DFL Infrastructure Finance Limited (DFL) recognizes that Transparency and accountability are the
touchstone of the Corporate Governance. The ultimate objective of the Corporate Governance is to enhance
value in the long term for all stakeholders and decision-making process reflects this concern.
DFL is committed to conduct its business in a manner, which will ensure long-term growth thereby
maximizing value of its shareholders, customers, employees and society at large. DFL's policies are in line
with Corporate Governance guidelines prescribed under the Listing Agreements with the Stock Exchange
and the Company ensures that various disclosures requirement are complied with for effective Corporate
Governance.
DFL recognizes that good Corporate Governance is essential to build and retain the confidence of all
stakeholders. To this end, the Company's is to endeavors to ensure:
1. That the system and procedure to monitor the compliance with laws, rules and regulations are in place
in each area of its business.
2. That the relevant information regarding the Company and its operations is disclosed, disseminated and
easily available to its stakeholders.
3. That the Board of Directors is kept fully informed of all material developments in the Company, the
risks in its business and its operations and the rationale for management's decisions and
recommendations so that the Board of Directors can effectively discharge its responsibilities to
stakeholders.
CORPORATE CODE OF CONDUCT
The activities and conduct of the company and its employees are governed by the Code of Conduct of the
Group. The major salutary principles prescribed by the Code of Conduct are:
(a) Conduct of business in consonance with national interest
(b) Fair and accurate possible presentation of financial statement
(c) Practicing political non-alignment
(d) Maintaining quality of product and services
(e) Being a good corporate citizen
(f) Ethical conduct
(g) Commitment to enhancement of stakeholder's value / statutory compliance in all areas.
BOARD OF DIRECTORS
The Company has ensured that the Board functions with utmost transparency, independence which enables
the Directors to take informed decisions. To this effect, steps have been taken to ensure that the Board
consists of distinguished members with expertise in various fields. The board at DFL is fully aware of its
responsibilities to the company, to the stakeholders and to the regulatory authorities and is working towards
achieving these responsibilities.
REPORT ON CORPORATE GOVERNANCE
21
DFL has appropriate personnel in respective position to handle risk management, credit approval
collections / sales management. DFL is committed to ethical values and desires lawful business to be
conducted by those at helm of the affairs. In connection with this, the company has formulated a code of
conduct applicable to Board and senior management. The company also adopted strict insider trading code
for preventing insider trading within the company.
Composition of Board
The board has been constituted in such a way to have appropriate mix of the directors with expertise in
banking, law, finance, IT, etc. The company has four independent directors to comply with the provisions
of the listing agreements. The directors are elected based on their qualification and expertise based on the
company's needs. The Board of Directors consists of six members as on the date of the Board Meeting
approving this report, the details of which are given below:
Directorship Membership in
Director Category of Director in other other Board
Companies # Committees
SREENIVASAN
BALACHANDER (DIN: 02644584)Managing Director – –
BAKTHAVATHSALU PRAKASH Non Executive -
(DIN 01978381) Non Independent1 –
SELVARAJ ELAIYAN
(DIN 06859420)Non Executive - Independent – –
DAKSHINAMURTHY
RADHAKRISHNAN (DIN: 02004072)Non Executive - Independent – –
BALASUBRAMANIAN
RAMAIAH (DIN 06382812)Non Executive – Independent – –
GOMATHI SHANKAR
(DIN 03527755)Non Executive – Independent – –
# excludes private limited companies and membership in board and other committees of DFL Infrastructure Finance Limited.
BOARD MEETINGS
The Board of directors meets at regular intervals and the dates for Board meetings are fixed in advance.
The Board is briefed on key parameters and activities of the business by way of briefings, business plan
documents and presentations on need basis. The Board of the Company met on the following dates during
the financial year ended 31st March, 2015.
03.05.2014, 27.05.2014, 04.08.2014, 25.08.2014, 15.10.2014, 05.11.2014, 12.11.2014, 24.11.2014 and
12.02.2015
Mr. S Mahadevan, Mr. T R Suresh, Mr. E Selvaraj, Mr. B Prakash and Mr. S Balachander were present
during the last Annual General Meeting of the Company held on September 19, 2014.
The Company placed before the Board the annual operating plans, budgets, performance of various
branches and other information including those specified under Annexure I of the Listing Agreement, from
time to time.
22
S.
NoName of the Director
Held Attend
Attendance
at
AGM
held on
19.09.2014
Number of directorships in other public
companies and Committee memberships /
Chairmanships in DFL (only audit and
shareholders / investors grievance
committees considered)
Directorships Committee
memberships
Committee
Chairmanships
1 Mr. S Mahadevan* 9 8 Attended – 3 1
2 Mr. G S Gusain % 9 – Absent – 2 1
3 Mr. T R Suresh # 9 9 Attended – 2 –
4 Mr. B Prakash 9 9 Attended 1 1 1
5 Mr. S Balachander 9 9 Attended – 1 –
6 Mr. E Selvaraj 9 9 Attended – 3 1
7 Mr. Dakshinamurthy
Radhakrishnan @– – NA – 2 1
8 Mr. Balasubramanian
Ramaiah @ – – NA – 2 –
9 Ms. Gomathi Shankar $ – – NA – 2 –
* Resigned on 6th July 2015
@ Appointment with effect from 15th April, 2015
% withdrawn the appointment with effect from 09th December, 2014
# Resigned on 15th April, 2015
$ Appointment with effect from 06th July, 2015
No of Board
Meetings
Details of Directors seeking appointment / re-appointment at the Annual General meeting:
Name Bakthavathsalu Dakshinamurthy Balasubramanian Gomathi Shankar
Prakash Radhakrishnan Ramaiah
Age 47 63 45 40
Date of Appointment 30.11.2012 15.04.2015 15.04.2015 06.07.2015
Qualification MA BL B. Tech B.Sc, LLB B A Lit
Areas of Expertise Legal & Recovery Finance Finance Finance
Number of other Indian companies
holding directorship4 0 5 1
Number of membership in other
committees in DFL1 2 2 –
Number of shares held in the company Nil Nil Nil Nil
AUDIT COMMITTEE
The Audit Committee monitors and provide effective supervision of the management's financial reporting
process with a view to ensuring accurate, timely and proper disclosure and transparency, integrity and
quality of financial reporting. The Audit Committee adheres to the Listing Agreement in terms of quorum
23
for its meetings, functioning, role and powers as also those set out in the Companies Act, 1956. The
functions of the committee include:
a. Overseeing the company's financial reporting process and disclosure of its financial information to
ensure that the financial statements are correct, sufficient and credible
b. Recommendation of appointment and removal of external auditor, fixation of audit fee and also
approval for payment for any other services
c. Review of quarterly / annual financial statements before submission to the Board
d. Review of adequacy of internal control systems
e. Review the internal audit function.
f. Review of the company's financial and risk management policies
The company has an Audit Committee, consisting of Independent and Non-Executive Directors. All the
members including the Chairman have adequate financial and accounting knowledge.
In the present composition of the committee, Mr. Dakshinamurthy Radhakrishnan is Chairman and
Mr. E Selvaraj, Mr. Balasubramanian Ramaiah and Ms. Gomathi Shankar are Members of the Audit
Committee of the Company.
The Committee met on 27.05.2014, 04.08.2014, 15.10.2014, 12.11.2014 and 12.02.2015 during the
financial year 2014-15. Requisite quorum was present in all the audit committee meetings.
S No Director No of Meetings No of Meetings attended
1 T R Suresh 5 5
2 E Selvaraj 5 5
3 S Mahadevan 5 5
4 G S Gusain 4 1
STAKEHOLDERS RELATIONSHIP COMMITTEE
The Present Composition of the Committee includes Mr. B Prakash is Chairman and Mr. E Selvaraj,
Mr. S Balachander are members of the Committee. During the financial year 2014-15, Stakeholders
Relationship Committee met 3 times.
S No Director No of Meetings No of Meetings attended
1 S Mahadevan 3 3
2 B Prakash 3 3
3 S Balachander 3 3
The Stakeholders Relationship Committee approves and monitors transfers, transmission, splits and
consolidation of shares of the Company, reviews Redressal of complaints from shareholders relating to
transfer of shares, non-receipt of dividends and other grievances. The Committee also reviews the
compliances with various statutory and regulatory requirements.
l All shares have been transferred within one month from the date of the receipt so long as the
documents are clear in all respects.
l Total numbers of share transferred in physical form for the financial year ended 31st March, 2015
were 410 shares numbering to 12 share transfers.
24
l There is no transmission during the financial year ended 31st March, 2015.
l Total numbers of Remat for the financial year ended 31st March, 2015 were 10 shares numbering
to 1 remat.
l There are no transfers pending with the Company as on 31st March, 2015.
Details of complaints regarding shares for the year:
Nature of complaint Number of complaints Complaints redressed
Non receipt of dividend 8 8
Non receipt of shares lodged for transfer – –
Total 8 8
Mr. S Balachander, Managing Director is the Compliance Officer of the Company.
Remuneration committee:
The remuneration committee, which will assist / suggest the Board in finalizing the compensation packages
for the employees of the company. The Committee would have its own terms of references on the basis of
which the committee would function. The minutes of the Remuneration committee will be placed before
the subsequent Board meeting for ratification and adoption.
The terms of reference of the committee amongst others, shall include:
To assist the Board in the determination of specific remuneration packages / any compensation payment to
Managing and Executive Directors.
To provide independent view / opinion on the company's compensation policies with respect to executive
management.
To develop and review annual compensation plans, including pension rights, periodic review of salary
increments to the executive directors.
To review and approve compensation plans or any other benefits to the employees of the company as a
whole.
The Present composition of the committee includes Mr. E Selvaraj, Chairman, Mr. Dakshinamurthy
Radhakrishnan, Mr. Balasubramanian Ramaiah and Ms. Gomathi Shankar Members of the remuneration
Committee of the Company.
REMUNERATION OF DIRECTORS
The remuneration package of Managing Director and Wholetime Director has been calculated in
accordance with the requirements of Schedule XIII of the Companies Act, 1956.
The remuneration of the Managing Director and Wholetime Director were approved by the shareholders
through Postal Ballot on 18th March, 2014.
The non-executive directors are being remunerated by way of sitting fees. The details of remuneration paid
to the Managing Director and Wholetime Director are disclosed in the Notes on Accounts.
25
Name of the Director Date of Date of Salary Allowances / Sitting Total
Appointment cessation PF fees
Mr. S Mahadevan 30.11.2012 – – – 0.14 0.14
Mr. G S Gusain 08.04.2011 09.12.2014 – – – –
Mr. T R Suresh 05.02.2014 NA – – 0.14 0.14
Mr. B Prakash 30.11.2012 NA – – – –
Mr. S Balachander 14.02.2011 NA – – – –
Mr. E Selvaraj 03.05.2014 NA – – 0.14 0.14
Remuneration paid for the financial year ended 31st March, 2015
Rs. in Lakhs
GENERAL BODY MEETINGS
Time and location of last three Annual General Meetings
Year Date Time Location Special Resolution
Passed
2012 20.09.2012 09.00 am Balamandir German Hall, Payment of
(Unit of Balamandir Kamaraj Trust) remuneration to
No. 17, Prakasam Street, T Nagar, Managing Director
Chennai 600 017
2013 18.09.2013 10.30 am Balamandir German Hall, Payment of
(Unit of Balamandir Kamaraj Trust) remuneration to
No. 17, Prakasam Street, T Nagar, Wholetime Director
Chennai 600 017
2014 19.09.2014 10.00 am Balamandir German Hall,
(Unit of Balamandir Kamaraj Trust) –
No. 17, Prakasam Street, T Nagar,
Chennai 600 017
26
Extra-ordinary General Meetings (EGM)
During the year, no extra-ordinary general meetings were held.
Postal Ballot
During the year no resolution passed through postal ballot.
Compliance report:
The Board reviews periodically of all the compliance requirements and provide necessary directions.
Code of Conduct
The Board has laid down a code of conduct for the board and senior management of the company and is
prominently displayed on the website. Annual declaration is obtained from every person covered by the
code of conduct. A declaration to this effect signed by the Managing Director is attached to this report.
CEO/CFO certification:
CEO / CFO's certificate pursuant to Clause 49 of the listing agreement forms part of this Annual report.
DISCLOSURES
i. There are no materially significant transactions with related parties, subsidiaries, promoters, directors
or the management and their relatives conflicting with the Company's interests.
ii. There were no instances of non-compliance by the Company on any matter related to Capital markets
during the last three years.
iii. The Whistle Blower policy being a non mandatory requirement, the Company has not evolved any
policy for the same. However, as a matter of internal check, the Company's in house Internal Audit
department is powered to bring to the notice of the management, by way of internal reporting of any
occasion of unethical activities, which will be seriously discussed and deliberated upon in the Audit
committee meetings.
iv. The company has complied with all the mandatory requirements of the Clause 49 and has obtained
a certificate from the statutory auditors of the company which forms part of this annual report. The
extent of compliance of non mandatory requirements is specified later in this report.
MEANS OF COMMUNICATION
Quarterly and Annual Results were published in accordance with the Stock Exchange Listing Agreement in
"Trinity Mirror" (English) and "Makkal Kural" (Tamil).
The results were also displayed on the Company's website @ www.dflfinance.com
GENERAL SHAREHOLDER INFORMATION
Annual General meeting
Date Time Venue
25.09.2015 10.00 A M Balamandir German Hall,
17, Prakasam Street,
T. Nagar, Chennai – 600 017
27
Financial Calendar
Financial year - 1st April, 2015 to 31st March, 2016
Board Meeting for consideration of accounts 30.05.2015
Annual General Meeting 25.09.2015
Posting of Annual Report along with notice of AGM 31.08.2015
Book Closure dates 19.09.2015 to 25.09.2015
(both days inclusive)
Last date for receipt of proxy forms 23.09.2015 (before 10 am)
Unaudited results for the quarter ending 30th Jun, 2015 14.08.2015
Unaudited results for the quarter ending 30th Sep, 2015 Before 15th Nov, 2015
Unaudited results for the quarter ending 31st Dec, 2015 Before 15th Feb, 2016
Dividend:
In view of the loss posted by the Company, the Board does not recommend any dividend for the financial
year ended March 31, 2015.
Listing on Stock Exchanges:
The Company’s shares are presently listed on the Bombay Stock Exchange.
BSE Stock Code ISIN No:
511393 ISINE 071C01019
The Company has paid the listing fees for the financial year 2015-16 to the Bombay Stock exchange.
Stock Market data - High and Low quotations of Equity Shares for the financial year ended March
31, 2015 are:
Bombay Stock Exchange (BSE)
Month & Year
HIGH LOW
Apr 2014 8.90 8.04
May 2014 7.64 5.56
Jun 2014 5.56 3.71
Jul 2014 3.85 3.44
Aug 2014 3.80 3.57
Sep 2014 4.29 3.18
Oct 2014 3.10 2.71
Nov 2014 3.46 2.60
Dec 2014 3.50 3.33
Jan 2015 3.49 3.16
Feb 2015 3.33 3.17
Mar 2015 3.32 3.01
28
SHARE TRANSFER SYSTEM
Share transfers were processed and share certificates despatched within 30 days from the date of lodgment
in accordance with the Stock Exchange listing agreement. The Company's shares are being compulsorily
traded in dematerialized form. Requests for dematerialization of shares are completed within the prescribed
time limit.
REGISTRAR AND TRANSFER AGENTS
M/s. Cameo Corporate Services Ltd, have been appointed as the registrars and share transfer agents of the
Company for both physical and electronic segment and have attended to the share transfer formalities
regularly. The Registrar and Share transfer agent can be contacted by the investors at the following address:
M/s. Cameo Corporate Services Ltd, Phone No: 044 28460390 to 0394
Subramanian Building, Fax: 044 28460129
No.1, Club House Road, Email: [email protected]
Chennai – 600 002 Contact person: Ms. K. Sreepriya
Nomination facility:
As per Section 72 of the Companies Act, 2013 and rule 19(1) of the Companies (Share Capital and
Debentures) Rules 2014, facility for making nomination is now available to individuals holding shares in
the Company. The nomination form No. SH-13 prescribed by the Government can be obtained from the
Company.
Payment of Unclaimed / Unpaid Dividend:
No dividend has been declared by the company since 2006-07 under section 205 of the Companies Act,
1956. The Company has remitted all the unclaimed/unpaid dividends upto the financial year 2005-06 to
Investor Education and Protection Fund.
DISTRIBUTION OF SHARE HOLDING AS ON 31.03.2015
1 - 500 6761 91.4246 10182350 17.1007
501 - 1000 396 5.3549 3384860 5.6847
1001 - 2000 136 1.8390 2131700 3.5800
2001 - 3000 44 0.5949 1144430 1.9220
3001 - 4000 13 0.1757 462690 0.7770
4001 - 5000 9 0.1217 436120 0.7324
5001 - 10000 25 0.3380 1821220 3.0586
10001 & Above 11 0.1487 39979830 67.1442
Total 7395 100.0000 59543200 100.0000
Shares of nominal value of
Rs.10/- eachShare holders Share Amount
Shares
(1)
Number
(2)
% to Total Nos.
(3)
In Rupees
(4)
% to Total Amount
(5)
29
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tem
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ares
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30
Tota
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ssu
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As
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Num
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n
de-
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form
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ledged
or
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ise
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mb
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No.
of
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ares
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a
per
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tag
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(II)
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(VII
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III)
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=V
III/
IV)
Cat
egory
Co
de
(I)
31
Online Information:
The Company has been regularly filing the financial results, shareholding patterns and other results.
Investor grievance redressal division:
Further to the BSE circular on the exclusive designation of an email ID for investor grievance redressal has
to be displayed on the website of the company. Accordingly, the investors are requested to register their
complaints in the email ID: [email protected]
DEMATERIALISATION / REMATERIALISATION
As on 31st March, 2015, 49,93,847 shares of the Company held by the shareholders are in dematerialized
form, aggregating to 83.86% of the Equity share capital of the Company.
Address for correspondence and any assistance / clarification:
DFL Infrastructure Finance Limited
No: 14, Ramakrishna Street
T Nagar, Chennai - 600 017
Phone Nos. 28141778 / 1304
COMPLIANCE WITH NON-MANDATORY REQUIREMENTS
The Company has fulfilled the following non-mandatory requirements.
Remuneration Committee
The compliance requirements with respect to Remuneration Committee have been mentioned earlier in this
report.
Shareholders Rights
As the Company's financial results are published in an English newspaper and in a Tamil newspaper widely
circulated in Chennai, the same are not sent to the shareholders of the company individually. The
Company's quarterly / half yearly / annual audited results are also posted on the Company's website.
Shareholders holding more than 1% as at 31.03.2015 of the equity share capital
Sl No Name of the Shareholder No. of Shares % of Shareholding
1 VARADHARAJAN T N 65800 1.1051
2 K DHANDAPANI & CO LTD 500001 8.3973
3 DFL HOLDINGS & SECURITIES LTD 274200 4.6051
4 AUCTUS HOLDINGS PRIVATE LTD 3045453 51.1469
Audit Qualifications
The response by the Board to the remarks made by the Statutory Auditor in the Auditors' Report is given
in the Directors' Report.
Training of Board Members
The necessary training is being provided to the Board members as and when required.
32
Mechanism for evaluating Non-Executive Board Members
The Mechanism of performance evaluation of Non-executive directors by peer group of directors is under
process. This would help the company to determine any modifications in their terms of Appointment.
Whistle Blower Policy
The Company's stand on the whistle Blower policy has been mentioned under DISCLOSURE clause of this
report.
Subsidiary Companies
The company does not have a material non-listed Indian subsidiary whose turnover or net worth (i.e. paidup
capital and free reserves) exceeds 20% of the consolidated turnover or net worth of the listed holding
company and its subsidiaries in the immediately preceding accounting year.
The financial statements of the subsidiary companies are placed before and reviewed by the Audit
Committee.
Copies of the minutes of the Board meetings of the subsidiary companies are tabled at the Board Meetings
of the company.
ANNUAL DECLARATION OF CODE OF CONDUCT BY MANAGING DIRECTOR
This is to confirm that the Board has laid down a Code of Conduct for all the board members and senior
management of the company. The Code of Conduct has also been posted on the website of the Company.
It is further confirmed that all directors and senior management of the company have affirmed compliance
with the Code of Conduct of the company for the financial year ended 31st March 2015 as envisaged in
Clause 49 of the Listing Agreement with the Stock Exchanges.
Place : Chennai S BALACHANDER
Date : 14.08.2015 Managing Director
(DIN : 02644584)
33
CERTIFICATE ON CORPORATE GOVERNANCE
To the members of DFL Infrastructure Finance Ltd
We have examined the compliance of conditions of Corporate Governance of DFL Infrastructure Finance
Ltd for the financial year ended 31st March 2015, as stipulated in Clause 49 of the Listing Agreement of
the said Company with Stock Exchanges(s).
The Compliance of conditions of Corporate Governance is the responsibility of the Management. Our
examination was limited to procedures and implementation thereof, adopted by the Company for ensuring
the compliance of the conditions of the Corporate Governance. It is neither an audit nor an expression of
opinion on the financial statements of the Company.
In our opinion and to the best of our information and according to the explanations given to us, we certify
that the Company has complied with the conditions of Corporate Governance as stipulated in the above
mentioned Listing Agreement.
We state that no investor grievance(s) are pending exceeding one month against the Company as per the
records maintained by the Shareholders/Investors Grievance Committee.
We further state that such compliance is neither an assurance as to the future viability of the Company nor
the efficiency or effectiveness with which the management has conducted the affairs of the Company.
for and on behalf of
P.B.VIJAYARAGHAVAN AND CO.,
Chartered Accountants
Firm Registration No.: 004721S
K RAJAGOPALAN
Place : Chennai Partner
Date : 30.05.2015 Membership No.: 014523
34
Form AOC-1 – Annexure II
(Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2014)
Statement containing salient features of the financial statement of subsidiaries/associate companies/joint ventures
Part “A”: Subsidiaries
(Information in respect of each subsidiary to be presented with amounts in Rupees.)
Sl.No. Particulars DetailsDetails
1. Name of the subsidiary DFL Holdings and Smartinvest Agency.com
Securities Limited Private Limited
2. Reporting period for the subsidiary concerned, if different from Same reporting period as that holding
the holding company's reporting period company
3. Reporting currency and Exchange rate as on the last date of Indian Rupees
the relevant Financial year in the case of foreign subsidiaries
4. Share capital 30,00,000 1,03,000
5. Reserves & surplus 9287485 91330
6. Total assets 13414307 197139
7. Total Liabilities 13414307 197139
8. Investments 2197630 Nil
9. Turnover 38463 7118
10. Profit before taxation -241936 615
11. Provision for taxation - -
12. Profit after taxation -241936 615
13. Proposed Dividend - -
14. % of shareholding 99.77 100
Notes : 1. Names of subsidiaries which are yet to commence operations : Nil
2. Names of subsidiaries which have been liquidated or sold during the year : Nil
Part "B": Associates and Joint Ventures
Statement pursuant to Section 129 (3) of the Companies Act, 2013 related to Associate Companies and Joint Ventures
Name of associates/Joint Ventures
1. Latest audited Balance Sheet Date
2. Shares of Associate/Joint Ventures held by the company on the year end
No.
Amount of Investment in Associates/Joint Venture
Extend of Holding%
3. Description of how there is significant influence
4. Reason why the associate/joint venture is not consolidated
5. Net worth attributable to shareholding as per latest audited Balance Sheet
6. Profit/Loss for the year
i. Considered in Consolidation
ii. Not Considered in Consolidation
There are no Associates
Companies or Joint Ventures
for DFL Infrastructure Finance Limited
Place : Chennai S BALACHANDER
Date : 30.05.2015 Managing Director
Notes : 1. Names of associates or joint ventures which are yet to commence operations : Nil
2. Names of associates or joint ventures which have been liquidated or sold during the year : Nil
35
Form No. MR-3 – Annexure III
SECRETARIAL AUDIT REPORT
FOR THE FINANCIAL YEAR ENDED 31.03.2015
[Pursuant to section 204(1) of the Companies Act, 2013 and rule No.9 of the Companies (Appointment
and Remuneration Personnel) Rules, 2014]
SECRETARIAL AUDIT REPORT
FOR THE FINANCIAL YEAR ENDED 31.03.2015
To,
The Members,
DFL INFRASTRUCTURE FINANCE LIMITED
CIN: L65921TN1986PLC013626
NO 14, RAMAKRISHNA STREET, T NAGAR
CHENNAI - 600017
I have conducted the secretarial audit of the compliance of applicable statutory provisions and the
adherence to good corporate practices by DFL INFRASTRUCTURE FINANCE LIMITED (hereinafter
called the company). Secretarial Audit was conducted in a manner that provided me a reasonable basis for
evaluating the corporate conducts/statutory compliances and expressing my opinion there on.
Based on my verification of the DFL INFRASTRUCTURE FINANCE LIMITED books, papers, minute
books, forms and returns filed and other records maintained by the company and also the information
provided by the Company, its officers, agents and authorized representatives during the conduct of
secretarial audit, I hereby report that in my opinion, the company has, during the audit period covering the
financial year ended on 31.03.2015 complied with the statutory provisions listed hereunder and also that
the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner
and subject to the reporting made here in after:
I have examined the books, papers, minute books, forms and returns filed and other records maintained by
DFL INFRASTRUCTURE FINANCE LIMITED ("the Company") for the financial year ended on
31.03.2015 according to the provisions of:
(i) The Companies Act, 2013 (the Act) and the rules made there under;
(ii) The Securities Contracts (Regulation) Act, 1956 ('SCRA') and the rules made there under;
(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed there under;
(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made there under;
(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of
India Act, 1992 ('SEBI Act'):-
(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers)
Regulations, 2011;
(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992;
(c) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents)
Regulations, 1993 regarding the Companies Act and dealing with client;
36
(vi) Reserve Bank of India Act, 1934 and RBI Directions and Guidelines as applicable to the NBFCs.
I have also examined compliance with the applicable clauses of the Listing Agreements entered into by the
Company with BSE Limited.
During the period under review the Company has complied with the provisions of the Act, Rules,
Regulations, Guidelines, Standards, etc. mentioned above subject to the following observations:
(a) The Reserve Bank of India, has issued prohibitory directions under Section 45JA and Section 45L of
Reserve Bank of India Act, 1934.
(b) The remuneration of Whole Time Director for Financial Year 2013-14 fixed by the Board of Directors
was not fully approved by the Central Government, Ministry of Corporate Affairs vide its order dated
6th August 2014. The company is in the process of making application in E-from MR-2 to Ministry
of Corporate Affairs, New Delhi for wavier of excess remuneration paid to the Whole Time Director.
(c) The Company has not appointed internal auditor as per Section 138 of the Companies Act, 2013.
(d) The Company has not appointed the Whole Time Company Secretary and Chief Financial Officer
(CFO) as per Section 203 of the Companies Act, 2013.
(e) The Company has not appointed Woman Director as per Section 149(1) of the Companies Act, 2013
during the audit period 2014-2015.
(f) In the absence of profits, the Company could not declare dividend on the Preference Shares for the
financial year 2014-2015.
I further report that
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 of
Directors that took place during the period under review were carried out in compliance with the provisions
of the Act.
Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on
agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further
information and clarifications on the agenda items before the meeting and for meaningful participation at
the meeting.
I further report that there are adequate systems and processes in the company commensurate with the size
and operations of the company to monitor and ensure compliance with applicable laws, rules, regulations
and guidelines.
I further report that during the audit period the company had no specific events/actions having a major
bearing on the company's affairs.
Place: Chennai Name of Company Secretary in practice/Firm : M. DAMODARAN
Date : 30.05.2015 ACS/FCS No. : 5837
C P No.: : 5081
37
ANNEXURE - IV
EXTRACT OF ANNUAL RETURN
FORM MGT 9
(Pursuant to Section 92 (3) of the Companies Act, 2013 and
Rule 12(1) of the Company (Management & Administration) Rules, 2014)
Financial Year ended on 31.03.2015
I. REGISTRATION AND OTHER DETAILS:
i CIN L65921TN1986PLC013626
ii Registration Date 30/10/1986
iii Name of the Company DFL Infrastructure Finance Limited
iv Category/Sub-category of the Company Public Company / NBFC
v Address of the Registered office & contact details No. 14, Ramakrishna Street, T Nagar, Chennai 600 017
Phone: 2814 1778. Fax: 2814 1612.
Email : [email protected] Website: www.dflfinance.com
vi Whether listed company Yes
vii Name, Address & contact details of the Registrar & Cameo Corporate Services Limited,
Transfer Agent, if any. No 1, Subramanian Building, Club House Road,
Chennai 600 002
1. Hire purchase financing 100%
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)
S.No. Name and Description of
main products / services
NIC Code of the
Product/service% to total turnover
of the company
III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES
S.No. Name and address of the Company CIN/GLNApplicable
Section
Holding/ Subsidiary/
Associate
% of
shares held
1 Auctus Holdings Private Limited U74999TN2011PTC082132 Holding 51.15 2(46) of
New No 6, Old No. 72, II Street, Companies
Karpagam Avenue, RA Puram, Act 2013
Chennai 600 028
2 DFL Holdings and Securities Limited U65993TN1994PLC028703 Subsidiary 99.77 2(87) of
No. 14, Ramakrishna Street, Companies
T Nagar, Chennai 600 017 Act 2013
3 Smartinvest Agency.com Private U67120TN2000PTC045920 Subsidiary 100 2(87) of
Limited Companies
No. 14, Ramakrishna Street, Act 2013
T Nagar, Chennai 600 017
As per National Industrial Classification – 2008:
Section K - Financial and Insurance Activities
Division 64 – Financial service activities, except
insurance and pension funding.
38
A. Promoters
(1) Indian
a) Individual/HUF – – – – – – – – –
b) Central Govt.or State Govt. – – – – – – – – –
c) Bodies Corporate 3319653 0 3319653 55.7520 3319653 0 3319653 55.7520 NIL
d) Bank/FI – – – – – – – – –
e) Any other – – – – – – – – –
SUB TOTAL:(A) (1) 3319653 0 3319653 55.7520 3319653 0 3319653 55.7520 NIL
(2) Foreign
a) NRI–Individuals – – – – – – – – –
b) Other Individuals – – – – – – – – –
c) Bodies Corp. – – – – – – – – –
d) Banks/FI – – – – – – – – –
e) Any other…
SUB TOTAL (A) (2) – – – – – – – – –
Total Shareholding of Promoter A)= (A)(1)+(A)(2) 3319653 0 3319653 55.7520 3319653 0 3319653 55.7520 NIL
B. PUBLIC SHAREHOLDING
(1) Institutions
a) Mutual Funds 0 1600 1600 0.0269 0 1600 1600 0.0269 NIL
b) Banks/FI 0 200 200 0.0034 0 200 200 0.0034 NIL
c) Central govt – – – – – – – – –
d) State Govt. – – – – – – – – –
e) Venture Capital Fund – – – – – – – – –
f) Insurance Companies – – – – – – – – –
g) FIIS – – – – – – – – –
h) Foreign Venture Capital Funds – – – – – – – – –
i) Others (specify) – – – – – – – – –
SUB TOTAL (B)(1): 0 1800 1800 0.0302 0 1800 1800 0.0302 NIL
(2) Non Institutions
a) Bodies corporate 526641 28450 555091 9.3225 524029 28450 552479 9.2786 0.0439
b) Individuals
i) Individual shareholders holding nominal
share capital upto `.1 lakhs 995936 867462 1863398 31.2949 999797 864422 1864219 31.3087 –0.0138
ii) Individuals shareholders holding nominal
share capital in excess of `. 1 lakhs 108629 65800 174429 2.9295 112529 65800 178329 2.9950 –0.0655
c) Any Other (specify) NRIs 4039 0 4039 0.6031 4725 0 4725 0.0794 0.5237
c) Any Other (specify)HUF 35899 11 35910 0.0678 33114 1 33115 0.5562 –0.4884
d) Foreign Bodies Corporate – – – – – – – – –
SUB TOTAL (B)(2): 1671144 961723 2632867 44.2178 1674194 958673 2632867 44.2178 0.0000
Total Public Shareholding (B)= (B)(1)+(B)(2) 1671144 963523 2634667 44.2480 1674194 960473 2634667 44.2480 0.0000
C. Shares held by Custodian for GDRs & ADRs – – – – – – – – –
Grand Total (A+B+C) 4990797 963523 5954320 100.0000 4993847 960473 5954320 100.0000 –
IV SHAREHOLDING PATTERN (Equity Share capital Break up as % to total Equity) Category - wise share holding
(i) Category-wise Share Holding (as submitted to Stock Exchange)
Category of Shareholders
No. of Shares held at the beginning
of the year% Change
during the
year
No. of Shares held at the end
of the year
Demat Physical Total% of Total
SharesDemat Physical Total
% of Total
Shares
39
1 Auctus Holdings Private Limited 3045453 51.15 Nil 3045453 51.15 Nil Nil
2 DFL Holdings & Securities Limited -
Promoter Group274200 4.61 Nil 274200 4.61 Nil Nil
Total 3319653 55.75 Nil 3319653 55.75 Nil Nil
Shareholder's Name
Shareholding at the beginning
of the year
Shareholding at the end
of the year
No. of
shares
% of total
shares of
the
company
IV. Share Holding Pattern (Equity Share Capital Breakup as percentage of Total Equity) (Contd.)
ii) SHARE HOLDING OF PROMOTERS:
S.No.
% of shares
pledged /
encumbered to
total shares
No. of
shares
% of total
shares of
the
company
% of shares
pledged /
encumbered to
total shares
% change in
share-holding
during the year
1 Auctus Holdings Private Limited 3045453 51.15 3045453 51.15
Date wise increase / Decrease – – 3045453 51.15
At the end of the Year – – 3045453 51.15
2 DFL Holdings and Securities Limited - Promoter Group 274200 4.61 274200 4.61
Date wise increase / Decrease – – 274200 4.61
At the end of the Year – – 274200 4.61
Shareholder's Name
Shareholding at the beginning of the year
No. of
shares
% of total shares of
the company
iii) CHANGE IN PROMOTERS' SHAREHOLDING
S.No.
Cumulative Shareholding during the year
No. of
shares
% of total shares of
the company
1 K Dhandapani & Co Ltd
At the beginning of the year 500001 8.3972
Date wise increase / Decrease – –
At the end of the Year 500001 8.3972
2 T N Vardharajan
At the beginning of the year 65800 1.1050
Date wise increase / Decrease – –
At the end of the Year 65800 1.1050
3 S Pankajavalli
At the beginning of the year 20000 0.3358
Date wise increase / Decrease – –
At the end of the Year 20000 0.3358
4 Jeyeshbhai Panchabhai Satani
At the beginning of the year 16400 0.2754
Date wise increase / Decrease – –
At the end of the Year 16400 0.2754
5 Meena Chowdry
At the beginning of the year 15164 0.2546
Date wise increase / Decrease – –
At the end of the Year 15164 0.2546
6 Manish Vipinchandra Rawal
At the beginning of the year 15100 0.2535
Date wise increase / Decrease -15100 -0.2535 0 0.0000
14.11.2014 Sale 0 0.0000
At the end of the Year
Shareholder's Name
Shareholding at the beginning of the year
No. of
shares
% of total shares of
the company
iv) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters & Holders of GDRs & ADRs):
S.No.
Cumulative Shareholding during the year
No. of
shares
% of total shares of
the company
40
7 Mansha V Bulchandani
At the beginning of the year 0 0
Date wise increase / Decrease
06.03.2015 Purchase 14997 0.2518 14997 0.2518
At the end of the Year 14997 0.0000
8 Geetha Devi S J
At the beginning of the year 13568 0.2278
Date wise increase / Decrease – –
At the end of the Year 13568 0.2278
9 R Jaganathan
Date wise increase / Decrease 13400 0.2250
At the end of the Year – – 13400 0.2250
10 Transworld Capital Cr Invest P Ltd
At the beginning of the year 0.1679 0.1679
Date wise increase / Decrease – –
At the end of the Year 10000 0.1679
11 Manish Vipinchandra Rawal
Date wise increase / Decrease
At the beginning of the year 1015 0.0170 1015 0.0170
16.05.2014 Purchase 15 0.0002 1030 0.0172
23.05.2014 Purchase 45 0.0007 1075 0.0180
30.05.2014 Purchase 25 0.0004 1100 0.0184
06.06.2014 Purchase 50 0.0008 1150 0.193
13.06.2014 Purchase 600 0.0100 1750 0.0293
20.06.2014 Purchase 450 0.0075 2200 0.0369
30.06.2014 Purchase 150 0.0025 2350 0.0394
04.07.2014 Purchase 0 0.0008 2400 0.0403
11.07.2014 Purchase 200 0.0033 2600 0.0436
01.08.2014 Purchase 475 0.0079 3075 0.0516
12.09.2014 Purchase 25 0.0004 3100 0.0520
19.09.2014 Purchase 300 0.0050 3400 0.0571
30.09.2014 Purchase 100 0.0016 3500 0.0587
03.10.2014 Purchase 50 0.0008 3550 0.0596
31.10.2014 Purchase 100 0.0016 3650 0.0613
07.11.2014 Purchase 250 0.0041 3900 0.0654
14.11.2014 Purchase 15100 0.2535 19000 0.3190
At the end of the Year 19000 0.3190 19000 0.3190
Shareholder's Name
Shareholding at the beginning of the year
No. of
shares
% of total shares of
the company
iv) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters & Holders of GDRs & ADRs): (Contd.)
S.No.
Cumulative Shareholding during the year
No. of
shares
% of total shares of
the company
41
1 Mr. Sreenivasan Balachander Nil Nil
Date wise increase / Decrease Nil Nil
At the end of the Year Nil Nil
2 Mr. Bakthavathsalu Prakash Nil Nil
Date wise increase / Decrease Nil Nil
At the end of the Year Nil Nil
3 Mr. Selvaraj Elaiyan Nil Nil
Date wise increase / Decrease Nil Nil
At the end of the Year Nil Nil
4 Mr. Tirunellai Rajan Suresh Nil Nil
Date wise increase / Decrease Nil Nil
At the end of the Year Nil Nil
5 Mr. Sundaram Mahadevan Nil Nil
Date wise increase / Decrease Nil Nil
At the end of the Year Nil Nil
For each of the Directors and KMP
Shareholding at the beginning of the year
No. of
shares
% of total shares of
the company
v) Shareholding of Directors and Key Managerial Personnel:
S.No.
Cumulative Shareholding during the year
No. of
shares
% of total shares of
the company
Indebtedness at the beginning of the financial year
Principal Amount 8583.52 748.59 0.00 9332.11
Interest due but not paid 3010.63 0.00 0.00 3010.63
Interest accrued but not due 0.00 0.00 0.00 0.00
Total (i+ii+iii) 11594.15 748.59 0.00 12342.74
Change in Indebtedness during the financial year
Addition 1089.44 0.00 0.00 1089.44
Reduction 0.00 0.00 0.00 0.00
Net Change 1089.44 0.00 0.00 1089.44
Indebtedness at the end of the financial year
Principal Amount 8583.66 748.59 0.00 9332.25
Interest due but not paid 4099.93 0.00 0.00 4099.93
Interest accrued but not due 0.00 0.00 0.00 0.00
Total (i+ii+iii) 12683.59 748.59 0.00 13432.18
Particulars
V. INDEBTEDNESS
Indebtedness of the Company including interest outstanding/accrued but not due for payment. (In lakhs)
Secured Loans
excluding depositsUnsecured Loans Deposits Total
Indebtedness
42
VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
A. Remuneration to Managing Director, Whole-time Directors and/or Manager : ( Rs in Lakhs)
1 Gross salary
a) Salary as per provisions contained in
section 17(1) of the Income-tax Act, 1961 Nil Nil Nil
(b) Value of perquisites u/s 17(2) Income-tax
Act, 1961 Nil Nil Nil
(c) Profits in lieu 17(3) Income- tax Act, 1961 Nil Nil Nil
2. Stock Option Nil Nil Nil
3. Sweat Equity Nil Nil Nil
4. Commission
– as % of profit Nil Nil Nil
– others, specify Nil Nil Nil
5. Others, please specify Nil Nil Nil
Total (A) Nil Nil Nil
Particulars of Remuneration Name of MD/WTD/ Manager Total
AmountS.No.
Mr. Sreenivasan Balachander
Managing Director
Mr. Bakthavathsalu Prakash
Wholetime Director
B. Remuneration to other Directors Amount in Rupees
Mr. Selvaraj Elaiyan 14,000 Nil Nil 14,000
Mr. Tirunellai Rajan Suresh 14,000 Nil Nil 14,000
Mr. Sundaram Mahadevan 14,000 Nil Nil 14,000
Mr. Gopal SinghGusain Nil Nil Nil Nil
Name of Directors TotalParticulars of Remuneration
Fee for attend board /
committee meetingCommission Others, Please specify
C. Remuneration to Key Managerial Personnel other than MD/Manager/WTD
Particulars of RemunerationName of Key Managerial Personnel
S.No.CS CFO CEO TOTAL
1 Gross salary Nil Nil Nil Nil
A. Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961. Nil Nil Nil Nil
B. Value of perquisites u/s 17(2) Income-tax Act, 1961. Nil Nil Nil Nil
C. Profits under in lieu sectionofsalary17(3)Income-tax Act, 1961 Nil Nil Nil Nil
2 Stock Option Nil Nil Nil Nil
3 Sweat Equity Nil Nil Nil Nil
4 Commission
– as % of profit Nil Nil Nil Nil
– others, specify Nil Nil Nil Nil
5 Others, please specify Nil Nil Nil Nil
Total Nil Nil Nil Nil
43
A. COMPANY
Penalty
Punishment
Compounding
B. DIRECTORS
Penalty
Punishment
Compounding
C. OTHER OFFICERS IN DEFAULT
Penalty
Punishment
Compounding
VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:
TypeDetails of Penalty /
Punishment/ Compounding
fees imposed
Appeal made,
if any (give
Details)
Section of the
Companies Act
Brief
Description
Authority
[RD / NCLT/
COURT]
Not Applicable
Notes : Extract of Annual Return as per Form No. MGT- 9 shall form part of the Board’s Report attached to the Audited Financial Statements
of the Company.
for and on behalf of the Board
Place : Chennai S BALACHANDER
Date : 30.05.2015 Managing Director
(DIN : 02644584)
44
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF
DFL INFRASTRUCTURE FINANCE LIMITED
Report on the Financial Statements
We have audited the accompanying standalone financial statements of M/s. DFL INFRASTRUCTURE
FINANCE LIMITED ("the Company"), which comprise the Balance Sheet as at 31st March, 2015, the
Statement of Profit and Loss, the Cash Flow Statement for the year then ended, and a summary of the significant
accounting policies and other explanatory information.
Management's Responsibility for the Standalone Financial Statements
The Company's Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act,
2013 ("the Act") with respect to the preparation of these standalone financial statements that give a true and
fair view of the financial position, financial performance and cash flows of the Company in accordance with
the accounting principles generally accepted in India, including the Accounting Standards specified under
Section 133 of the Act, read with Rule 7 of the Companies(Accounts) Rules, 2014. This responsibility also
includes maintenance of adequate accounting records in accordance with the provisions of the Act for
safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities;
selection and application of appropriate accounting policies; making judgments and estimates that are reasonable
and prudent; and design, implementation and maintenance of adequate internal financial controls, that were
operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the
preparation and presentation of the financial statements that give a true and fair view and are free from material
misstatement, whether due to fraud or error.
Auditor's Responsibility
Our responsibility is to express an opinion on these standalone financial statements based on our audit. We have
taken into account the provisions of the Act, the accounting and auditing standards and matters which are
required to be included in the audit report under the provisions of the Act and the Rules made thereunder.
We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the
Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the
financial statements. The procedures selected depend on the auditor's judgement, including the assessment of
the risks of material misstatement of the financial statements, whether due to fraud or error. In making those
risk assessments, the auditor considers internal financial control relevant to the Company's preparation of the
financial statements that give a true and fair view in order to design audit procedures that are appropriate in the
circumstances, but not for the purpose of expressing an opinion on whether the company has in place an
adequate internal financial control system over financial reporting and operating effectiveness of such controls.
An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of
the accounting estimates made by the Company's Directors, as well as evaluating the overall presentation of the
financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit
opinion on the standalone financial statements.
Basis for Qualified Opinion
The debit balances under receivables and debtors' accounts and the credit balances are as per books of
accounts subject to confirmation from the parties.
Qualified Opinion
In our opinion and to the best of our information and according to the explanations given to us, except for the
effects of the matter described in the Basis for Qualified Opinion paragraph above, the aforesaid standalone
financial statements give the information required by the Act in the manner so required and give a true and fair
view in conformity with the accounting principles generally accepted in India, of the state of affairs of the
Company as at 31stMarch, 2015, and its profit and its cash flows for the year ended on that date.
45
Emphasis of Matter
Attention of the share holders is invited to the following:
a. The loans taken from some banks became NPA. The CDR Package and the CDR Rework Package were
withdrawn by the CDR Empowered Group. In the meanwhile, the Company has approached the bankers
for One Time Settlement Scheme for settlement of Loans and some of the banks have approved the same.
The OTS Scheme offered by some of the Banks is pending implementation and settlement. These
conditions, indicate the existence of material uncertainty that may cast a significant doubt about the
Company's ability to continue as a Going Concern. (Refer Note 1, 7 & 8 of Schedule 18)
b. The Company's net owned funds is below Rs. 25 lakhs, the limit prescribed by Reserve Bank of India
under section 45 - IA of the Reserve Bank of India Act, 1934. This could attract penal provisions under
section 45 - MC of the Act
c. The Reserve Bank of India, has issued certain prohibitory directions (Refer Note 2 & 3 of Schedule 18)
under Section 45JA and Section 45L of Reserve Bank of India Act, 1934. These conditions along with
those stated in Note 1, 7 & 8 of Schedule 18 indicate the existence of material uncertainty that may cast
a significant doubt about the Company's ability to continue as a Going Concern.
d. The Company has entered into an amendment agreement with Asia Pragati Capfin Pvt. Ltd. (Preference
Share Holder) on 27th March 2012 for redemption of preference shares of Rs.10 @ Rs. 8.54 per share.
The gain on redemption amounting to Rs.325 lakhs has not been accounted for as the same would be
accounted at the time of redemption during the years 2017, 2018 & 2019. (Refer Note No. 6 of Schedule
18)
e. The shareholders have not approved the re-appointment and increase in remuneration of the erstwhile
Managing Director and the amount is included in Loans and Advances. We are unable to express an
opinion on the recoverability of the amount. (Refer Note No. 12 of Schedule 18)
f. The remuneration of Whole Time Director for FY 2013-14 fixed by the Board of Directors was not fully
approved by the Central Government, Ministry of Corporate Affairs vide its order dated 06th August
2014. The company is in the process of filing a petition for waiver of the excess amounts paid (Refer Note
No. 14 of Schedule 18).
g. In the absence of profits, the Company could not declare dividend on the 4% and 9% Redeemable
Preference Shares for the financial year 2014 -15 and hence it is not charged to the Statement of Profit
and Loss. (Refer Note No. 19 of Schedule 18).
h. The company has not appointed internal auditor for the audit of books of accounts for the FY 2014 - 15.
(Refer Note No. 4 of Schedule 18)
Our opinion is not modified in respect of these matters.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditor's Report) Order, 2015 ('the Order') issued by the Central
Government of India in terms of sub-section (11) of Section 143 of the Act, we give in Annexure a
statement on the matters specified in the paragraph 3 and 4 of the Order, to the extent applicable.
2. As required by Section 143 (3) of the Act, we report that:
(a) We have sought and obtained all the information and explanations which to the best of our
knowledge and belief were necessary for the purposes of our audit.
(b) In our opinion, proper books of account as required by law have been kept by the Company so far
as it appears from our examination of those books.
46
(c) The Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement dealt with by
this Report are in agreement with the books of account.
(d) In our opinion, the aforesaid standalone financial statements comply with the Accounting Standards
specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.
(e) On the basis of written representations received from the directors as on March 31, 2015, and taken
on record by the Board of Directors, none of the directors is disqualified as on March 31, 2015, from
being appointed as a director in terms of Section 164 of the Act.
(f) With respect to the other matters to be included in the Auditor's Report in accordance with Rule 11
of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our
information and according to the explanations given to us:
i. The Company has disclosed the impact of pending litigations on its financial position in its
financial statements - Refer Note 19 & 20 of Schedule 18 to the financial statements;
ii. The company did not have any long-term contracts including derivative contracts for which
there were any material foreseeable losses.
iii. There has been no delay in transferring amounts, required to be transferred, to the Investor
Education and Protection Fund by the Company.
For P.B.VIJAYARAGHAVAN AND CO.,
Chartered Accountants
Firm Registration No.: 004721S
K. RAJAGOPALAN
Place : Chennai Partner
Date : 30.05.2015 Membership No.: 14523
47
ANNEXURE TO THE AUDITORS’ REPORT
I. FIXED ASSETS:
(a) The Company has maintained proper records showing full particulars including quantitative
details and situation of Fixed Assets.
(b) As per the information and explanation given to us, all the fixed assets have been physically
verified by the management at regular intervals, which in our opinion, is reasonable having
regard to the size of the Company and the nature of the assets. No material discrepancies were
noticed on such verification
II. As the Company is a Non Banking Finance Company, the provisions of sub clause (ii) a, b and c of
the Companies (Auditor's Report) Order, 2015 are not applicable.
III. TRANSACTIONS WITH PERSONS COVERED BY REGISTER MAINTAINED U/S 189 OF
THE COMPANIES ACT 2013:
a) The Company has not granted any loans, secured or unsecured, to companies, firms or other
parties covered in the register maintained under section 189 of the companies Act, 2013.
IV. INTERNAL CONTROL :
In our opinion and according to the information and explanations given to us, there are adequate
internal control procedures commensurate with the size of the company and the nature of its business
with regard to purchases of fixed assets and with regard to the sale of services. During the course of
our audit, we have not observed any continuing failure to correct major weaknesses in internal
controls in other areas.
V. PUBLIC DEPOSITS :
In our opinion and according to the information and explanations given to us, the company has not
accepted deposits from public and hence the provisions of sections 73 to 76 or any other provisions
of the Companies Act and the rules made there under are not applicable to the company.
VI. COST ACCOUNTING RECORDS :
The Central Government has not prescribed maintenance of cost records under Section 148 (1) of the
Companies Act, 2013.
VII. STATUTORY DUES :
(a) The company has generally been regular in depositing Provident Fund dues of its employees.
Based on information and explanation given to us, no undisputed amounts payable in respect of
Income Tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty, Value Added Tax,
Cess and any other statutory dues were outstanding as at 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, there are no dues of Income Tax,
Sales Tax, Customs duty, Wealth Tax, Excise Duty, Value Added Tax and Cess which have not
been deposited on account of any dispute except as reported below:
48
Forum before Assessment Tax due amount Forum before which it is pending
which it is pending Year (In Lakhs)
1995-96 To
1999-2000246.16 CIT (A)
2001-02 294.03 CIT (A)
2002-03 56.35 ITAT, Chennai
2003-04 13.91 ITAT, Chennai
2004-05 8.34 ITAT, Chennai
2005-06 4.44 CIT (A)
2007-08 58.17 CIT (A)
2008-09 482.15 CIT (A)
2011-12 581.28 CIT (A)
Income Tax
Act, 1961
(c) The company has generally been regular in transfer of amounts required to be transferred to
Investor Education and Protection Fund in accordance with relevant provisions of Companies
Act, 2013.
VIII. ACCUMULATED LOSSES :
The accumulated losses of the Company at the end of the financial year are not less than fifty percent
of its net worth. The Company has incurred cash losses in the financial year and in the immediately
preceding financial year also.
IX. The loans taken from some banks became NPA. The repayment has to commence from 01.04.2012.
The Company has gone for rescheduling the repayment of the term loans. The CDR Package and the
CDR Rework Package were withdrawn by the CDR Empowered Group. The Company has submitted
proposals for One Time Settlement and the same is being taken up by the Banks. Also the One Time
Settlement Scheme has been approved by 3 out of 12 participating banks and one another bank not
forming part of CDR. Pending repayment of amounts accepted through OTS Scheme the Company
has not complied with Terms of OTS Scheme. (Refer Note 6, 8 & 9 of Schedule 18)
X. The company has not given any guarantee for loans taken by others from banks or financial
institutions based on the records produced to us.
XI. In our opinion, the term loans have been applied for the purpose for which they were obtained.
XII. FRAUDS :
According to the information and explanations given to us, no fraud on or by the Company has been
noticed or reported during the course of our audit.
For P.B.VIJAYARAGHAVAN AND CO.,
Chartered Accountants
Firm Registration No.: 004721S
K. RAJAGOPALAN
Place : Chennai Partner
Date : 30.05.2015 Membership No.: 14523
49
BALANCE SHEET AS AT 31st MARCH 2015
(Rs. in Lakhs)
ParticularsAs at
31.03.2014
As at
31.03.2015
Refer Note
No.
I. EQUITY AND LIABILITIES
1 Shareholders’ funds
Share Capital 1 6,671.67 6,671.67
Reserves and surplus 2 (16,666.33) (13,226.21)
(9,994.66) (6,554.54)
2 Non-current liabilities
Long-term borrowings 3 – –
Long-term provisions 4 0.01 0.28
0.01 0.28
3 Current liabilities
Short-term borrowings 3 13,432.18 12,342.74
Other current liabilities 5 65.67 87.48
Short-term provisions 4 1.73 3.66
13,499.58 12,433.88
TOTAL 3,504.93 5,879.62
II. ASSETS
1 Non-current assets
Fixed assets
(i) Tangible assets 6 1,656.55 1,691.36
(ii) Intangible assets 6 – –
Non-current investments 7 29.93 29.93
Receivables under financing activity 8 4.72 123.70
Long-term loans and advances 9 475.09 488.44
Other non-current assets 10 1,074.82 1,073.33
3,241.11 3,406.76
2 Current assets
Current investments – –
Receivables under financing activity 8 134.63 2,311.49
Cash and cash equivalents 11 127.39 155.37
Short-term loans and advances 9 1.30 5.55
Other current assets 10 0.50 0.45
263.82 2,472.86
TOTAL 3,504.93 5,879.62
See accompanying note forming part of the financial statementsIn terms of our report attached
for P.B. VIJAYARAGHAVAN & CO S. BALACHANDER S. MAHADEVAN
Chartered Accountants Managing Director Director
Firm Regn No. 004721S
B. PRAKASH
K. RAJAGOPALAN Wholetime Director
Partner
Membership No. 14523
Date : 30.05.2015
Place : Chennai
50
(Rs. in Lakhs)
ParticularsAs at
31.03.2014
As at
31.03.2015
Refer Note
No.
1 Income:
i. Revenue from operations 12 30.59 189.59
ii. Other income 13 14.90 33.64
Total Revenue (i+ii) 45.49 223.23
2 Expenses:
Finance costs 14 1,090.30 941.17
Employee benefits expense 15 92.42 260.99
Depreciation and amortization expense 6 15.69 22.56
Other operating Expenses 16 74.98 143.77
Provision, Loan losses and other charges 17 2,193.09 164.39
Total expenses 3,466.49 1,532.88
Loss before extraordinary items and tax (3,421.00) (1,309.65)
Extraordinary Items – –
Loss before tax (3,421.00) (1,309.65)
Tax expense – –
Loss for the period carried over to Balance Sheet (3,421.00) (1,309.65)
Basic Earnings per equity share: (66.09) (30.69)
Diluted Earnings per equity share: (66.09) (30.69)
PROFIT AND LOSS STATEMENT FOR THE
YEAR ENDED 31ST MARCH, 2015
See accompanying note forming part of the financial statementsIn terms of our report attached
for P.B. VIJAYARAGHAVAN & CO S. BALACHANDER S. MAHADEVAN
Chartered Accountants Managing Director Director
Firm Regn No. 004721S
B. PRAKASH
K. RAJAGOPALAN Wholetime Director
Partner
Membership No. 14523
Date : 30.05.2015
Place : Chennai
51
NOTES FORMING PART OF THE FINANCIAL
STATEMENTS FOR THE YEAR ENDED MARCH 31, 2015
Note : 1 - SHARE CAPITAL
AUTHORISED
Equity Shares : 2,500.00 2,500.00
2,50,00,000 (2011 - 2,50,00,000) Equity Shares of Rs 10 each
Preference Shares : 7,500.00 7,500.00
7,50,00,000 (2013 - 2,50,00,000) Preference shares of Rs 10 each
10,000.00 10,000.00
ISSUED
Equity Shares :
61,22,625 (2011 - 61,22,625) Equity Shares of Rs 10 each 612.26 612.26
Preference Shares :
2,22,60,000 (2011 - 2,22,60,000) 4% Cumulative Redeemable
Preference shares of Rs 10 each 2,226.00 2,226.00
3,85,02,384 (2011 - NIL) 9% Cumulative Redeemable Preference
Shares of Rs 10 each 3,850.24 3,850.24
Subscribed & Paid up
Equity Shares :
59,54,320 (2011 - 59,54,320) Equity Shares of Rs 10 each 595.43 595.43
Preference Shares :
2,22,60,000 (2011 - 2,22,60,000) Cumulative Redeemable Preference
shares @ 4% from 1st April, 2012 2,226.00 2,226.00
3,85,02,384 (2011 - NIL) 9% Cumulative Redeemable Preference
Shares of Rs 10 each 3,850.24 3,850.24
6,671.67 6,671.67
Details of shareholding more than 5% shares in the company
EQUITY
As at 31 March 2015 As at 31 March 2014Name of Shareholder
No. of Shares held% of Holding
in the classNo. of Shares held
% of Holding
in the class
Auctus Holdings Private Limited 3045453 51.15 30,45,453 51.15
K Dhandapani & Co 500,001 8.40 500,001 8.40
4% CUMULATIVE REDEEMABLE PREFERENCE SHARES
Asia Pragati Capfin Private Limited 2,22,60,000 100.00 2,22,60,000 100.00
(Rs. in Lakhs)
As at
31.03.2014
As at
31.03.2015
52
As at 31 March 2015 As at 31 March 2014Name of Shareholder
No. of Shares held% of Holding
in the classNo. of Shares held
% of Holding
in the class
9% CUMULATIVE REDEEMABLE PREFERENCE SHARES
ING Vysya Bank 2,646,123 6.87 2,646,123 6.87
YES Bank 4,645,229 12.06 4,645,229 12.06
Bank of India 4,941,049 12.83 4,941,049 12.83
Federal Bank 4,190,915 10.88 4,190,915 10.88
Canara Bank 4,222,059 10.97 4,222,059 10.97
State Bank of Travancore 3,167,706 8.23 3,167,706 8.23
Punjab National Bank 2,942,026 7.64 2,942,026 7.64
United Commerical Bank 3,174,352 8.24 3,174,352 8.24
Indian Overseas Bank 2,590,199 6.73 2,590,199 6.73
The Dhanalaxmi Bank Limited 1,669,603 4.34 1,669,603 4.34
State Bank of Hyderabad 1,501,323 3.90 1,501,323 3.90
The Catholic Syrian Bank Limited 2,811,800 7.30 2,811,800 7.30
38,502,384 100.00 38502384 100.00
Disclosure pursuant to Note no. 6(A)(d) of Part I of Schedule VI to the Companies Act, 1956
(Following disclosure should be made for each class of Shares)
Rs in Lakhs
Equity Shares 4% Preference Shares 9% Preference SharesParticulars
Number Value Number Value Number Value
Shares outstanding at the
beginning of the year 5954320 595.43 22260000 2226.00 38502384 3850.24
Shares Issued during the year – – – – – –
Shares bought back during
the year – – – – – –
Discount on redemption – – – – – –
Shares outstanding at the end
of the year 5954320 595.43 22260000 2226.00 38502384 3850.24
NOTES FORMING PART OF THE FINANCIAL
STATEMENTS FOR THE YEAR ENDED MARCH 31, 2015
53
Disclosure pursuant to Note no. 6(A)(i) of Part I of Schedule VI to the Companies Act, 1956
(Following disclosure should be made for each class of Shares)
Equity Shares :
Fully paid up pursuant to contract(s)
without payment being received – – – – – –
in cash
Fully paid up by way of bonus shares – – – – – –
Shares bought back – – – – – –
Preference Shares 4% :
Fully paid up pursuant to contract(s)
without payment being received – – – – – –
in cash
Fully paid up by way of bonus shares – – – – – –
Shares bought back – – – – – –
Preference Shares 9% :
Fully paid up pursuant to contract(s)
without payment being received – – 38,502,384 – – –
in cash
Fully paid up by way of bonus shares – – – – – –
Shares bought back – – – – – –
Year (Aggregate No. of Shares)
2009-2010 2010-2011 2011-2012 2012-2013 2013-2014Particulars
(Rs in Lakhs)
As at
31.03.2014
As at
31.03.2015Note : 2 - RESERVES & SURPLUS
Particulars Capital Revaluation General Statutory Security P & L
Reserve Reserve Reserve Reserve Premium Account
Opening
Balance 12.03 1,305.42 2,578.57 961.97 142.29 (18,226.50) (13,226.21)
Additions – – – – – (3,421.00) (3,421.00)
Deletions – – 19.11 – – – (19.11)
Closing
Balance 12.03 1,305.42 2,559.46 961.97 142.29 (21,647.50) (16,666.32)
Previous Year 12.03 1,305.42 2,578.57 961.97 142.29 (16,916.85) (13,226.21)
NOTES FORMING PART OF THE FINANCIAL
STATEMENTS FOR THE YEAR ENDED MARCH 31, 2015
2014-2015
54
(Rs in Lakhs)
Note : 3 - BORROWINGS
Secured Borrowings: **
From Banks / Financial Institutions – – 12,683.59 11,594.15
From Related Parties – – – –
From Others – – – –
Total Secured Borrowings – – 12,683.59 11,594.15
Unsecured Borrowings:
From Banks / Financial Institutions – – – –
From Related Parties – – 691.38 691.38
From Others – – 57.21 57.21
Total Unsecured Borrowings – – 748.59 748.59
– – 13,432.18 12,342.74
Long Term Short Term
As at 31.03.2015 As at 31.03.2014 As at 31.03.2015 As at 31.03.2014
** Refer Note no 5 of Notes on accounts
1) Loans from Auctus Holdings Private Limited of Rs.600 lacs is repayable on demand without any interest
2) Out of the unsecured loans an amount of Rs. 57.21 Lakhs is in default for a period of 3 years
3) All term loans from banks and financial institutions are secured by first paripasu charge on fixed assets and second
pari-pasu charge on current assets of the Company.
4) All working capital borrowings are secured by first paripasu charges on current assets and second pari-pasu
charge on fixed assets
5) Working Capital Term Loan and funded interest term loan are secured by first pari-pasu charge on current and
fixed assets of the company
The following collateral security shall be available to the banks to secure their Working capital term loan by way
of first pari-pasu charge and to secure other debts by way of second pari-pasu charge.
NOTES FORMING PART OF THE FINANCIAL
STATEMENTS FOR THE YEAR ENDED MARCH 31, 2015
Land & Building Situated at Plot No 37,
Door No. 17, Ramakrishna Street,
T.Nagar, Chennai 600 017, comprised in
T.S. No 106, T.Nagar Village,
Mambalam - Guindy Taluk
Land situated at Chokampatti Village,
Kadayanallur, Tenkasi
Tirunelveli District
Consist of 43 Survey Nos
Land measurement 80.63 Acres
2 Nos of Flat @ No. 110,
Bhanumathy Ramakrishna Street,
Saligramam Village,
Saidapet Taluk
Chengalpattu District
55
Note : 4 - PROVISIONS
(Rs in Lakhs)
Provident Fund – – 0.40 2.46
Employees State Insurance Corporation – – 0.08 0.21
Standard Asset 0.01 0.28 0.05 0.11
Professional tax – – 1.19 0.88
0.01 0.28 1.73 3.66
Long Term Short Term
As at 31.03.2015 As at 31.03.2014 As at 31.03.2015 As at 31.03.2014
Note : 5 - OTHER CURRENT LIABILITIES
(Rs in Lakhs)
TDS & Service Tax Payable 0.50 8.12
Dues to Insurance Companies 0.23 0.23
Current Liabilities for expenses 64.93 79.13
65.67 87.48
As at 31.03.2015 As at 31.03.2014
NOTES FORMING PART OF THE FINANCIAL
STATEMENTS FOR THE YEAR ENDED MARCH 31, 2015
56
NOTES FORMING PART OF THE FINANCIAL
STATEMENTS FOR THE YEAR ENDED MARCH 31, 2015
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57
Note : 7 - INVESTMENTS
(Rs in Lakhs)
UNQUOTED
In Shares Fully Paid Unquoted 2,99,296 Equity Shares of Rs. 10/- each in
DHSL Holdings and Securities Limited 29.93 29.93
29.93 29.93
As at 31.03.2015 As at 31.03.2014
Note : 8 - RECEIVABLES UNDER FINANCING ACTIVITY
(Rs in Lakhs)
Secured Receivables other than Repo 7.17 180.10 2,227.38 4,484.66
Less: Unrecovered Finance charges 0.86 22.21 255.02 269.45
Less: Provision for Secured Receivables 1.59 36.67 1,915.46 1,994.71
Less: EMI received in advance 31.61
Net Secured Receivables 4.72 121.21 25.29 2,220.50
Repossessed Stock – 4.13 182.23 151.64
Less: Repossessed Provision – 1.65 72.89 60.66
Net Repossessed Stock – 2.48 109.34 90.99
Net Receivables including Repossessed Stock 4.72 123.70 134.63 2,311.49
Secured Receivables include amounts outstanding more than six months 2,226.31 3,967.03
Non Current Current
As at 31.03.2015 As at 31.03.2014 As at 31.03.2015 As at 31.03.2014
NOTES FORMING PART OF THE FINANCIAL
STATEMENTS FOR THE YEAR ENDED MARCH 31, 2015
Note : 9 - LOANS & ADVANCES
(Rs in Lakhs)
UNSECURED CONSIDERED GOOD
Prepaid Expenses – – 1.30 5.55
Advance Rent 3.57 14.06 – –
Other Advances - Others 465.38 468.24 – –
Other Deposits 6.14 6.14 – –
DOUBTFUL
Dhandapani Properties Pvt Ltd 720.02 720.02 – –
Less : Provision for Doubtful
Loans & Advances -720.02 -720.02 – –
475.09 488.44 1.30 5.55
Long Term Short Term
As at 31.03.2015 As at 31.03.2014 As at 31.03.2015 As at 31.03.2014
58
Disclosure pursuant to Note no. 6(T) of Part I of Schedule VI to the Companies Act, 1956
Contingent liabilities and commitments (to the extent not provided for)
(i) Commitments
(a) Other commitments (specify nature) – –
9% Cumulative Preference Shares Dividend 34,652,146 34,652,146
4% Cumulative Preference Shares Dividend 8,904,000 8,904,000
43,556,146 43,556,146
Dividends due to be to preference shareholders 43,556,146 43,556,146
Arrears of fixed cumulative dividends on preference shares 109,361,620 65,805,474
152,917,766 109,361,620
Particulars
NOTES FORMING PART OF THE FINANCIAL
STATEMENTS FOR THE YEAR ENDED MARCH 31, 2015
As at 31.03.2015 As at 31.03.2014
As at 31.03.2015 As at 31.03.2014
Note : 10 - OTHER ASSETS
(Rs in Lakhs)
Other non current assets 1,074.82 1,073.34 – –
Other Loans, Advances - Operations – – 0.50 0.45
1,074.82 1,073.34 0.50 0.45
As at 31.03.2015 As at 31.03.2014As at 31.03.2015 As at 31.03.2014
Note : 11 - CASH & BANK BALANCES
(Rs in Lakhs)
Cash and Cash equivalents
Cash on Hand – – 2.91 4.44
Balances with Banks – – 124.48 150.93
– – 127.39 155.37
As at 31.03.2015 As at 31.03.2014As at 31.03.2015 As at 31.03.2014
(Amount in Rs.)
59
Rs in Lakhs
Note : 12 – REVENUE FROM OPERATIONS
Income from Financing activity 30.24 71.92Other operating revenue 0.35 117.67
30.59 189.59
Note : 13 – OTHER INCOME
Interest Income on bank deposits 8.29 13.77Interest - Staff – 0.04Rent Received 6.53 4.85Miscellaneous Income 0.08 10.28Provision no longer required – 4.70
14.90 33.64
Note : 14 – FINANCE COSTS
Interest Expenses
Bank Loans/Financial Institutions 1,089.31 939.12Bank Charges 0.99 2.05
1,090.30 941.17
Note : 15 – EMPLOYEE BENEFIT EXPENSES
Salaries, Allowances & Bonus 80.71 237.54Contributions to Provident Fund & Other Funds 5.41 12.46Staff Welfare Expenses 6.30 10.99
92.42 260.99
Note : 16 – OTHER OPERATING EXPENSES
Rent 17.22 19.69Electricity Charges 8.80 9.49Rates & Taxes 2.32 1.61Communication cost 3.38 13.85Travelling & Conveyance 0.76 24.60Advertisement Expenses 0.90 0.69Insurance 0.90 1.06Repairs & Maintenance 3.81 7.25Printing & Stationery 2.11 3.14Auditors Remuneration - Statutory 3.93 3.93Auditors Remuneration - Tax audit – 3.42Audit Certification Fees - Statutotry Auditor 0.28 2.47Auditors Remuneration - Concurrent – 0.39Professional charges 7.89 26.09Sitting Fees to Directors 0.42 1.93Loss on sale of Fixed assets – 0.22Legal Expenses & Certification Fees 3.97 3.60Office Maintenance 11.85 15.07Filing Fees 0.10 0.05Interest paid 0.25 0.09Other Expenses 5.69 4.35AGM Expenses 0.40 0.77
74.98 143.77
As at 31.03.2015 As at 31.03.2014
NOTES FORMING PART OF THE FINANCIAL
STATEMENTS FOR THE YEAR ENDED MARCH 31, 2015
60
Rs in Lakhs
a. Auditor - Statutory 3.93 3.93
b. for taxation matters – 3.42
c. for company law matters 0.28 2.47
d. for management services – 0.39
e. for other services – –
4.21 10.21
Note : 17 – PROVISION, LOAN LOSSES AND OTHER CHARGES
Shortfall Repossession written off 4.85 31.70
Bad debts written off 2,179.06 –
Rebate on settlement 113.25 141.09
Provision for Standard Asset 0.06 0.39
Provision for Non Performing Assets -104.14 -8.78
2,193.09 164.39
As at 31.03.2015 As at 31.03.2014
Disclosure pursuant to Note no. 5(i)(g) of Part II of Schedule VI to the Companies Act, 1956
Payments to the auditor as
NOTES FORMING PART OF THE FINANCIAL
STATEMENTS FOR THE YEAR ENDED MARCH 31, 2015
61
Note - 18
A. Significant Accounting Policies
The accounts have been prepared using historic cost convention and on the basis of going concern, with
revenues recognised, expenses accounted on accrual basis, unless otherwise stated and in accordance with
applicable accounting standards as prescribed by Central Government through Section 133 of the
Companies Act, 2013.
The Company is registered with Reserve Bank of India as a 'Non-Banking Finance Company under the
category Non Deposit Taking NBFC' and the Company follows the directions prescribed by the Reserve
Bank of India for Non-Banking Financial Companies with respect to Income Recognition, Asset
Classification, Provisioning norms.
The preparation of financial statements requires management to make estimates and assumptions of some
of the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities on the
date of the financial statements and amounts of revenues and expenses during the period reported.
1.1 Income Recognition:
Revenue is recognised on accrual basis other than those stated and where there is no uncertainty in ultimate
realization
a. Income from Hypothecation loan transactions are accounted on the based on Internal Rate of Return
method following accrual basis.
b. Income is not recognised on contracts in which the installments are due for more than 180 days.
c. Additional Finance Charges, Cheque dishonor charges, Due Date Missing Charges and Late payment
charges are accounted on receipt basis.
1.2 Repossessed Stock:
Repossessed stocks are valued at the settlement value.
As per Guidelines issued by Reserve Bank of India, provision of 40% is made uniformly on the settlement
value at the time of repossession.
1.3 Fixed Assets:
Fixed assets are stated at historical cost less accumulated depreciation.
1.4 Depreciation:
On Own assets (Tangible):
Depreciation on assets for own use is provided on Written Down Value Method based on the Useful Lives
prescribed in Schedule II to the Companies Act, 2013. Assets costing Rs.5,000/- or less acquired during
the year are fully depreciated.
On Own assets (Intangible):
Intangible assets are amortised over a period of five years.
1.5 Investments:
Investment in Subsidiary Company is valued at cost.
NOTES FORMING PART OF FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31ST MARCH, 2015
62
Provision, if any, is made to recognise decline other than a temporary, in the value of long-term investments.
1.6 Employee Benefits:
a. Short Term Employee Benefits such as salaries are charged at undiscounted amounts to the Statement
of Profit and Loss in the year of service.
b. Contribution to Provident Fund is recognised in the Statement of Profit and Loss on the basis of actual
liability.
c. Liability towards Long term compensated absence such as Earned Leave is recognised based on the
estimates as determined by the Management.
d. Post employment benefit such as Gratuity is treated as Defined Contribution Plan and contribution is
accounted as expense as when incurred towards Group Gratuity Scheme maintained with Life
Insurance Corporation of India.
1.7 Taxes on Income:
Income-tax expense is accounted in accordance with AS 22 - "Accounting for taxes on Income" which
includes current taxes and deferred taxes. Deferred tax is recognised on timing difference between
accounting income and taxable income that originate in one period and are capable of being reversed in
one or more subsequent periods, subject to consideration of prudence. Deferred tax assets are recognised
only to the extent that there is reasonable certainty that sufficient future taxable income will be available.
1.8. Provisions & Contingencies:
a. A present obligation, which could be reliably estimated, is provided for in the accounts, if it is
probable that an outflow of resources embodying economic benefits will be required for its settlement.
b. Contingent Liabilities are disclosed by way of notes in the Balance Sheet.
c. Contingent Assets are neither recognised nor disclosed.
B. Notes on accounts
1. Going Concern:
The Management of the Company approached the CDR Cell for restructure of loans given by consortium
banks, which was approved. However, as all the Banks did not approve the CDR/CDR Re-work schemes
the Company was not able to implement the CDR rework scheme. The management is taking efforts to
arrive at an acceptable "One Time Settlement (OTS)" with Secured Creditors. Hence, the financial
statements are continued to be prepared on the basis of 'Going Concern'.
2. Directions issued by Reserve Bank of India:
The Reserve Bank of India had issued certain "Prohibitory Directions" under Section 45 JA and 45 L of
Reserve Bank of India Act 1934 restraining the company to Sell, transfer, create charge or mortgage or deal
with its property and assets; not to declare or distribute any Dividend; not to transact any business and not
to incur any further liabilities. As per the directions of Reserve Bank of India, the Company had opened
an Escrow account and the transactions are routed through this account. Further, the Company has been
directed to submit periodical statements to Reserve Bank of India.
However, the company has during the year liquidated one of its Term Deposits amounting to Rs. 25 lakhs
and the same was routed through the Escrow Account maintained with Punjab National Bank and the
proceeds was utilized operational expenses of the company. Periodical Statements certified by the Chartered
Accountants have been submitted to Reserve Bank of India.
NOTES FORMING PART OF FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31ST MARCH, 2015
63
3. Show cause Notice issue by Reserve Bank of India:
The Reserve Bank of India has issued a Show Cause Notice dated 3rd November 2014 requiring the
company to show cause why the Certificate of Registration (COR) issued to the company should not be
cancelled in view of the matters stated in the notice. The company has also filed reply to the said notice
on 24th November, 2014.
4. Internal Audit of Books of Accounts:
As per the directions issued by RBI the company submits a statement of expenses on a daily basis certified
by a Chartered Accountant. In view of the limited transactions, the company is of the view that the
certification is sufficient compliance with the requirements of Section 138 of the Companies Act, 2013
regarding Internal Audit.
5. Acquisition of shares by M/s Auctus Holding Pvt Ltd.
M/s Auctus Holdings Private Ltd acquired 30,36,703 shares from D B Zwirn Mauritius on 06th June 2013,
through Open Public Offer. Auctus Holdings Pvt Ltd hold 51.15% of the share and hence effective 06th
June 2013 the company has become a subsidiary of M/s. Auctus Holding Private Limited
6. Redeemable Preference Shares:
The Company has issued 2,22,60,000 Preference Shares at a face value of Rs. 10 per Preference Share
aggregating to Rs.22,26,00,000 on 30th July 2008 to M/s. Asia Pragati Capfin Pvt Ltd carrying a coupon
rate of 4% payable from 01st April 2012 which were redeemable on 31st December 2009. Pursuant, to the
amendment agreement dated 27th March 2012 to the Share Purchase Agreement, these Preference Shares
are redeemable at a price of Rs. 8.54 per preference share and redeemable in 3 equal annual installments
commencing from 31st March 2017 and ending on 31st March 2019. And the discount on redemption of
preference shares will be accounted on redemption.
As a part of Originally approved CDR Package, a part of the debt amounting to Rs. 38,50,23,840 was
converted to Optionally Convertible Cumulative Redeemable Preference Shares (OCCRPS) carrying a
coupon rate of 9% p.a. Consortium Banks (12 participating banks) . As per the said package these OCCRPS
are redeemable in four equal annual installments at a premium of 3% commencing from the year 2013-14
onwards and ending in 2016-17.
7. Corporate Debt Restructuring (CDR) Package Arrangement:
a. CDR Rework Package:
As the original CDR package approved in 9th September, 2010, could not be implemented within the
stipulated time frame, the Company had applied for Re-work Package under CDR System and the
same was approved by the CDR Empowered Group in March 2012. As per the Re-work package,
Preference Shares are Redeemable in four equal yearly installments commencing from the year 2014-
15 and ending in 2017-18. However, the company has not commenced redemption of the above
preference shares.
b. Implementation of CDR Re-work Package by Banks:
The CDR Re-work Package has been approved by only 6 out of the 12 participating Consortium
Banks. Hence, the Company could not proceed with the implementation of the CDR Re-work
package.
NOTES FORMING PART OF FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31ST MARCH, 2015
64
8. One Time Settlement (OTS) Scheme with Secured Creditors:
Consequent to the non implementation of the CDR Re-work Package, the Company requested Consortium
Banks to consider an OTS proposal to settle the Outstanding Liabilities comprised in the 'Borrowings' of
the Company and OCCRPS issued as a part of CDR Package. The Company is pursuing with the proposal
with the participating banks.
Pending execution and settlement of accepted amounts, impact of OTS will be recognized in the books of
accounts upon settlement of OTS offer with respective banks.
In addition to the above, the State Bank of India claimed Rs. 1182 lakhs the Company. The Bank had filed
a suit against the company in Debt Recovery Tribunal, Chennai for the recovery of the same. Meanwhile,
the Company has negotiated for OTS to settle the entire outstanding at Rs. 300 lakhs. The Company had
also deposited an amount Rs. 25 lakhs in an Escrow Account towards part payment of OTS Scheme.
Pending execution of OTS Scheme, no interest has been provided for the current financial year. Also
pending execution and settlement of accepted amounts, impact of OTS will be recognised in the books of
accounts upon settlement of OTS offer with respective banks.
9. Un-Secured Loans:
a. Unsecured Loan include Rs.600 lakhs received from Auctus Holdings Pvt Ltd, brought in as part of
the Promoters Contribution as specified in the CDR Re-work package.
b. DFL Holdings and Securities Limited, a subsidiary company has given a loan of Rs. 91.38 lakhs to
the Company. The terms of settlement including interest if any will be decided mutually between the
Company and the subsidiary.
10. Loan and Dhandapani Properties Private Limited
The Company had given a loan of Rs. 720 lakh to Dhandapani Properties Private Ltd in 2007 secured by
way of a property of approximately 1 acre of Land at Whitefield, Bangalore. The security provided is an
agricultural land registered in an Individual's name and was given to the Company by way of an irrevocable
Power of Attorney in favour of erstwhile Managing Director of the Company. However, Government of
Karnataka has rejected the contention of the buyer and attached the property in favour of the Government
of Karnataka. The Company, through the buyer has appealed for reversing the decision.
11. Current Assets:
Secured Receivable includes Hire Charges and Sundry Debtors valued at Agreement Value less Installments
received and net off Un-matured Finance Charges and write offs. These receivable are considered good by
the management of the company.
12. Loans and Advances:
Loans and Advances include an amount of Rs. 216.53 lakhs paid to Mr. R Ravichandran, erstwhile
Managing Director towards Managerial Remuneration. Since the same has not been approved by the
Shareholders, and the approval from Central Government is pending the Company has taken recovery
measures.
13. Value of Investment in Subsidiaries:
Company has invested an amount of Rs. 29.93 Lakhs in DFL Holdings and Securities Limited (Subsidiary
Company). Though the subsidiary company is not actively entered in to income generating activity, the
management is of the view that the suitable activity will be carried out Subsidiary in the near future and
hence no provision for depreciation in the value of investment is considered necessary.
NOTES FORMING PART OF FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31ST MARCH, 2015
65
NOTES FORMING PART OF FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31ST MARCH, 2015
14. Related Party Disclosure:
(A) Remuneration to Managing Director Rs. in Lakhs
Particulars 31.03.2015 31.03.2014
Salary & DA Nil 25.00
House Rent allowance Nil 5.00
Company's Contribution to PF Nil Nil
Others Nil 20.00
Total Nil 50.00
(B) Remuneration to Whole Time Director Rs. in Lakhs
31.03.2015 31.03.2014
Salary & DA Nil 22.83
House Rent allowance Nil 11.42
Company's Contribution to PF Nil 2.74
Others Nil 2.06
Total Nil 39.05
In view of the 'Prohibitory Directions' issued by the RBI (refer Note 2 above), the company has neither paid
nor provided for remuneration to the Managing Director and the Whole Time Director for the financial year
2014-15.
Determination of net profits in accordance with Sec 197 of the Companies Act, 2013 for remuneration
payable to Directors
Particulars Rupees in Lakhs
Loss after tax as per Profit & Loss Account (3421.00)
Add: Directors remuneration charged in the accounts Nil
Net loss (3421.00)
a. Subsidiaries : DFL Holdings and Securities Limited
Smart Invest Agency.Com Pvt Ltd.
b. Key Management Personnel : S. Balachander and B. Prakash
(Rs. in Lakhs)
Nature of Transaction
Holding/ Key Management Total
Subsidiary Personnel
Unsecured Loan received from
Auctus Holding Private Limited600.00 – 600.00
Loan from Subsidiary Company - Balance
outstanding at the end of the year91.38 – 91.38
Remuneration to Key Management Personnel – – –
66
14. Earnings per share:
A. Basic Earnings Per Share Amt. in Rupees
Particulars FY 2014-15 FY 2013-14
Profit / (Loss) after tax before Preference Dividend (34,23,37,494) (13,09,65,117)
Add: Preference Dividend on 4% & 9% Cumulative
Preference Shares including tax(5,11,78,471) (5,11,78,471)
Profit/(Loss) available to Equity Holders (39,35,15,965) (18,21,43,588)
Weighted average number of equity shares 59,54,320 59,54,320
Earnings after tax (Basic) (66.69) (30.69)
Face value per share 10.00 10.00
B. Diluted Earnings Per Share Amt. in Rupees
Particulars FY 2014-15 FY 2013-14
Profit / (Loss) after tax before Preference Dividend (34,23,37,494) (13,09,65,117)
Add: Preference Dividend on 4% Cumulative
Preference Shares including tax1,04,62,200 1,04,62,200
Profit/(Loss) available to Equity Holders (35,27,99,694) (14,14,27,317)
Basic Weighted average number of equity shares 59,54,320 59,54,320
Potential Convertible Shares 4,41,61,977 4,41,61,977
Total Weighted average number of equity shares 5,01,16,297 5,01,16,297
Diluted Earnings after tax (Basic) (66.09) (30.69)
Face value per share 10.00 10.00
Potential Convertible share arise out of 9% Optionally Convertible Cumulative Redeemable Preference
Share (OCCRPS). Upon conversion, these shares do not increase the loss available to equity holders and
these shares are treated non-dilutive in accordance with Accounting Standard - 18. Therefore, Basic
Earnings per Share will be the Dilutive Earnings per Share.
NOTES FORMING PART OF FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31ST MARCH, 2015
15. Approval of Central Government, Ministry of Corporate Affairs (MCA) on remuneration of
Key Management Personnel:
Subsequent to appointment of Whole Time Director at a remuneration of Rs. 39.05 lacs for FY 2013-14,
the company made an application for the approval of the remuneration fixed by the Board of Directors of
the Company. The MCA vide its order dated 26th August 2014, fixed the remuneration at Rs. 18 lakh for
the FY 2013-14, as the Company has not submitted a resolution from the remuneration committee
constituted as per Schedule XIII of Companies Act, 1956. Thus, an amount of Rs.16.74 lacs was paid in
excess of the amounts sanctioned.
The Company is in the process of complying with the conditions prescribed in the Act and also filing an
application before the MCA requesting waiver of excess remuneration paid. Pending filing of application,
excess salary paid is not considered as receivable from the Whole Time Director.
67
Deferred tax asset arising on account of carry forward loss and provisions has not been recognized in the
books of accounts on a conservative basis.
19. Dividend On Preference Shares :
In the absence of profits, the Company could not declare dividend on the Preference Shares for the financial
year 2014-15 as detailed below
a. Dividend in respect of 4% Cumulative Preference Shares for the financial year amounting to Rs. 89.04
lakhs and cumulative upto 31st March 2015 amounting to Rs. 267.12 lakhs has not been provided for.
b. Dividend in respect of 9% OCCRPS for the financial year 2013-14 amounting to Rs. 346.52 lakhs
and cumulative upto 31st March 2014 amounting to Rs. 1262.06 lakhs has not been provided for.
Thus, the aggregate amounts outstanding to be provided for and paid is Rs. 1,529.18 lakhs.
20. Suits against the Company:
The Company had purchased from Central Electronics Limited certain machineries for which the payments
were agreed to be made on deferred payment basis over a period of ten year along with interest. The
cheques issued by the Company towards payment of installments were dishonoured. Central Electronics
Limited resorted to legal action for dishonor of cheques and filed 6 cases against the Company under
section 138 of the Negotiable Instruments Act claiming Rs. 51.20 lakhs which is pending before the
Magistrate Court, Gazhiabad. In the meanwhile the Company negotiated for withdrawal of suit to arrive at
an out of Court settlement and accepted to clear the dues in installments of Rs. 2 lakhs per month. The
company had paid Rs. 4 lakhs and 1 case has been withdrawn.
The Company has obtained stay against the remaining cases from Hon'ble High Court of Allahabad and the
matter is pending before the Magistrate Court, Gazhiabad.
The amounts payable by the Company is included under the head 'Unsecured Loans'.
Pending disposal of appeal the Company has not accounted for interest payable by it.
21. Disputed Income Tax Demand:
Disputed Income Tax demand of Rs. 1648.07 lakhs (after adjustment of TDS Refunds of various assessment
year amounting to Rs. 96.75 lakhs) together with interest is pending in appeal/representation before various
forums. These cases pertain to Assessment years 1997-98 to 2012-13.
NOTES FORMING PART OF FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31ST MARCH, 2015
17. Provision for Taxation:
In the absence of profits for the current and considering the accumulated business and depreciation losses,
provision for taxation has not been made.
18. Deferred Tax Assets / liability Rs. in Lakhs
Particulars 31.03.2015 31.03.2014
Opening Balance NIL NIL
Less Reversal of Deferred tax asset NIL NIL
Add: Liability on account of depreciation NIL NIL
Total NIL NIL
68
22. Previous year's figures have been regrouped / reclassified to confirm to current period's classification
wherever necessary.
In terms of our report attached
for P.B. VIJAYARAGHAVAN & CO S. BALACHANDER S Mahadevan
Chartered Accountants Managing Director Director
Firm Regn No. 004721S
B. PRAKASH
K. RAJAGOPALAN Wholetime Director
Partner
Membership No. 014523
Date : 30.05.2015
Place : Chennai
69
Schedule to the Balance Sheet for the year ended 31st March 2015 (As required in terms of Paragraph 9BB of
Non-Banking Financial Companies Prudential Norms (Reserve Bank) Directions, 1998)
(Rs.in Lakhs)
Particulars Principal Interest Amount Amount
accrued outstanding overdue
but not due
Liabilities side:
(1) Loans and advances availed by the NBFCs
inclusive of Interest accrued thereon but not paid: – – – –
(a) Debentures : Secured – – – –
Debentures : Unsecured – – – –
(Other than falling with in the meaning of
public deposits*)
(b) Deferred Credits * – – – –
(c) Term loans 254.70 – 254.70 –
(d) Inter-corporate loans and borrowing 748.59 – 748.59 –
(e) Commercial Paper – – – –
(f) Public Deposits ** – – – –
(g) Cash Credit & Working Capital Demand Loan 8238.96 4099.93 12428.89 –
(h) Hire Purchase Loan – – – –
Total 9332.25 4099.93 13432.18 –
(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
ie. debentures where there is a shortfall
in the value of security.
(c) other public deposits – – – –
(Rs.in Lakhs)
Assets side: Amountcc
Particulars outstanding
(3) Break-up of Loans and Advances
including bills receivables
(Other than those included in (4) below):
(a) Secured – – – –
(b) Unsecured – – – –
70
(Rs.in Lakhs)
Particulars Principal Interest Amount Amount
accrued outstanding overdue
but not due
(4) Break up of Leased Assets and stock on hire and
hypothecation loans counting towards EL/HP activities
(i) Lease Assets including lease rentals
under sundry debtors :
(a) Financial lease – – – –
(b) Operating lease – – – –
(ii) Stock on hire including hire charges
under sundry debtors:
(a) Assets on hire 30.01 – – –
(b) Repossessed Assets 109.34 –
(iii) Hypothecation loans counting towards EL/HP
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 – – – –
(b) Preference – – – –
(ii) Debentures and bonds – – – –
(iii) Units of mutual funds – – – –
(iv) Govt.Securities – – – –
(v) Others (please specify) – – – –
2. Unquoted
(i) Shares: (a) Equity 29.93 – 29.93 –
(b) Preference – – – –
(ii) Debentures and bonds – – – –
(iii) Units of mutual funds – – – –
(iv) Govt.Securities – – – –
(v) Others (please specify) – – – –
LONG TERM INVESTMENTS
1. Quoted
(i) Shares: (a) Equity – – – –
(b) Preference – – – –
(ii) Debentures and bonds – – – –
(iii) Units of mutual funds – – – –
(iv) Govt.Securities – – – –
(v) Others (please specify) – – – –
71
(Rs.in Lakhs)
Particulars Principal Interest Amount Amount
accrued outstanding overdue
but not due
2. Unquoted
(i) Shares: (a) Equity – – – –
(b) Preference – – – –
(ii) Debentures and bonds
(iii) Units of mutual funds – – – –
(iv) Govt.Securities – – – –
(v) Others (please specify) – – – –
Total – – – –
Less: Provision for Diminution for long term investments – – – –
Total – – – –
(6) Borrower group-wise classification of all leased assets, stock-on-hire and loans and advances:
Category Secured Unsecured Total
(i) Related parties
(a) Subsidiaries – – –
(b) Companies in the same group – – –
(c) Other related parties – – –
(ii) Other than related parties – – –
Total – – –
(7) Investor groupwise classification of all investments (current and long term)
in shares and securities (both quoted and unquoted):
Category Market value/Break up Book value
value or fair value of NAV (Net of Provisions)
(i) Related parties
(a) Subsidiaries pending – –
(b) Companies in the same group 29.93 –
(c) Other related parties – –
(ii) Other than related parties – –
Total 29.93 –
(8) Other information
(i) Gross Non Performing Assets
(a) Related Parties – –
(b) Other than related parties 2106.15 –
(ii) Net Non Performing Assets
(a) Related Parties – –
(b) Other than related parties 116.20 –
(iii) Assets acquired in satisfaction of debt 109.34 –
72
CASH FLOW STATEMENT FOR
THE PERIOD ENDED 31st MARCH 2015
(Rupees in Lakhs)
31.03.2015 31.03.2014
A. CASH FLOW FROM OPERATING ACTIVITIES
NET PROFIT BEFORE INTEREST, TAX AND (3,421.00) (1,309.65)
EXTRAORDINARY ITEMS
Adjustments for :
Depreciation 15.69 22.56
Provision for written off 2,193.09 164.39
Finance Charges 1,090.30 941.17
Loss on sale of Assets – 0.22
Provision No longer required – (4.70)
3,299.08 1,123.64
OPERATING PROFIT BEFORE
WORKING CAPITAL CHANGES (121.92) (186.01)
Adjustments for :
Trade and other receivables / Stock on Hire 102.75 111.27
Other working capital changes 16.06 13.01
Increase / Decrease in Provisions (2.20) 0.65
Other Current Liabilities (21.81) (11.03)
94.80 113.89
CASH GENERATED FROM OPERATIONS (27.12) (72.12)
Direct Taxes Paid – –
Cash Flow before Extraordinary Items (27.12) (72.12)
Extraordinary Items – –
Net Cash Flow from Operating Activities (27.12) (72.12)
B. CASH FLOW FROM INVESTING ACTIVITIES
(Purchase) / Sale of Fixed Assets – (11.53)
NET CASH FROM INVESTING ACTIVITIES – (11.53)
73
C. CASH FLOW FROM FINANCING ACTIVITIES
Proceeds from Borrowings of Banks and Financial Institutions 1,089.44 910.11
Proceeds from Unsecured Borrowings – –
Proceeds from Directors / Group Companies – –
Finance Charges (1,090.30) (941.17)
NET CASH FROM IN FINANCING ACTIVITIES (0.86) (31.06)
D. Net Increase / (Decrease) in Cash & Cash Equivalents (27.98) (114.70)
E. Opening Cash & Cash Equivalents 155.37 270.07
F. Closing Cash & Cash Equivalents 127.39 155.37
(Rupees in Lakhs)
31.03.2015 31.03.2014
CASH FLOW STATEMENT FOR
THE PERIOD ENDED 31st MARCH 2015
Subject to our report of even date
for P.B. VIJAYARAGHAVAN & CO S. BALACHANDER S. MAHADEVAN
Chartered Accountants Managing Director Director
Firm Regn No. 004721S
B. PRAKASH
K. RAJAGOPALAN Wholetime Director
Partner
Membership No. 14523
Date : 30.05.2015
Place : Chennai
AUDITORS’ CERTIFICATE
We have examined the above Cash Flow Statement for the period ended 31st March 2015. The statement has been
prepared in accordance with the requirements of Clause 32 of the listing agreement with the Bombay Stock Exchange
and is based on and in agreement with the corresponding Profit and Loss account and Balance Sheet of the Company
covered by our report to the Members of the Company.
Subject to our report of even date
for P.B. VIJAYARAGHAVAN & CO
Chartered Accountants
Firm Regn No. 004721S
K. RAJAGOPALAN
Date : 30.05.2015 Partner
Place : Chennai Membership No 14523
74
Balance Sheet Abstract and Company’s General Business Profile
I. Registration Details State Code 1 8
Balance Sheet Date
II. Capital Raised during the year(Amount in Lakhs)
III. Position of Mobilisation and deployment of Funds (Amount in Lakhs)
Source of Funds
Application of Funds
IV. Performance of the Company
Turnover Total Expenditure
Profit/(loss) before tax Profit /(loss) after Tax
Earning per Share Rs. Dividend Rate %
V. Generic Names of Three Principal Products / Services of the Company
Item Code No. (ITC Code)
Service
INFORMATION AS REQUIRED UNDER PART IV OF
SCHEDULE VI OF THE COMPANIES ACT, 1956
1 3 6 2 6
Date Month Year
3 1 0 3 1 5
Public Issue
N I L
Bonus Issue
N I L
Rights Issue
N I L
Private Placement
3 5 0 4 . 9 3
Total Liabilities Total Assets
6 6 7 1 . 6 7
Paid-up Capital
- 1 6 6 6 6 . 3 3
Reserves & Surplus
Secured Loans
7 4 8 . 5 9
Unsecured Loans
Deferred Tax
Net Fixed Assets Investments
Net Current Assets
N I L
Misc. Expenditure
Accumulated Losses
( 3 4 2 1 . 0 0 )( 3 4 2 1 . 0 0 )
N I L( 6 6 0 . 0 9 )
N A
2 0 5 3 9 . 3 2
3 4 6 6 . 4 93 0 . 5 9
H I R E N P U R C H A S E N L E A S I N G
2 0 5 3 9 . 3 2B I L L S N D I S C O U N T I N G
N I L
3 5 0 4 . 9 3
1 2 6 8 3 . 5 9
1 6 5 6 . 5 5
( 1 3 2 3 5 . 7 6 )
2 9 . 9 3
2 1 6 4 7 . 5 0
CIN : L65921TN1986PLC013626
N I L
In terms of our report attached
for P.B. VIJAYARAGHAVAN & CO S. BALACHANDER S Mahadevan
Chartered Accountants Managing Director Director
Firm Regn No. 004721S
B. PRAKASH
K. RAJAGOPALAN Wholetime Director
Partner
Membership No. 014523
Date : 30.05.2015
Place : Chennai
75
STATEMENT PURSUANT OF SECTION 212 (3)
OF THE COMPANIES ACT, 1956
S.No. Name of the Subsidiary Company M/s. DFL M/s. Smart Invest
Holdings & Securities Ltd. Agency.com (P) Ltd
1 Financial year of the Subsidiary Company 31.03.2015 31.03.2015
2 Holding Company’s 2,99,296 shares of 10,000 shares of
Interest in the Company Rs.10/- each (99.77%) Rs.10/- each (96.86%)
3 Net aggregate amount of the profit of the
subsidiary dealt with in the Holding
Company’s Accounts
a. For the subsidiary’s financial Nil Nil
year on 31.03.13.
b. For the previous year of the Nil Nil
subsidiary company
4 Net aggregate amount of the profits not
dealt with in the Holding Company
Accounts
a. For the subsidiary’s financial (Rs.2.42 Lakhs) Rs.0.01 Lakhs
year on 31.03.14.
b. For the previous financial year Rs.95.29 Lakhs Rs.0.91 Lakhs
of the subsidiary company.
5 (a) Changes in Shareholding Nil Nil
(b) Material changes between the end of
the financial year of the subsidiary
and that of Holding Company
(i) Fixed assets Nil Nil
(ii) Investments Nil Nil
(iii) Moneys lent by subsidiary Nil Nil
(iv) Moneys borrowed by Subsidiary for Nil Nil
any purpose other than that of
meeting current liabilities
In terms of our report attached
for P.B. VIJAYARAGHAVAN & CO S. BALACHANDER S Mahadevan
Chartered Accountants Managing Director Director
Firm Regn No. 004721S
B. PRAKASH
K. RAJAGOPALAN Wholetime Director
Partner
Membership No. 014523
Date : 30.05.2015
Place : Chennai
76
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF
DFL INFRASTRUCTURE FINANCE LIMITED
Report on the Consolidated Financial Statements
We have audited the accompanying consolidated financial statements of M/s. DFL INFRASTRUCTURE
FINANCE LIMITED (hereinafter referred to as "the Holding Company")and its subsidiaries (the Holding
Company and its subsidiaries together referred to as "the Group") its associates and jointly controlled entities,
comprising of the Consolidated Balance Sheet as at 31st March, 2015, the Consolidated Statement of Profit and
Loss, the Consolidated Cash Flow Statement for the year then ended, and a summary of the significant
accounting policies and other explanatory information (hereinafter referred to as "the consolidated financial
statements").
Management's Responsibility for the Consolidated Financial Statements
The Holding Company's Board of Directors is responsible for the preparation of these consolidated financial
statements in terms of the requirements of the Companies Act, 2013 (hereinafter referred to as "the Act")that
give a true and fair view of the consolidated financial position, consolidated financial performance and
consolidated cash flows of the Group including its Associates and Jointly controlled entities in accordance with
the accounting principles generally accepted in India, including the Accounting Standards specified under
Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. The respective Board of
Directors of the companies included in the Group and of its associates and jointly controlled entities are
responsible for maintenance of adequate accounting records in accordance with the provisions of the Act for
safeguarding the assets of the Group and for preventing and detecting frauds and other irregularities; the
selection and application of appropriate accounting policies; making judgments and estimates that are reasonable
and prudent; and the design, implementation and maintenance of adequate internal financial controls, that were
operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the
preparation and presentation of the financial statements that give a true and fair view and are free from material
misstatement, whether due to fraud or error, which have been used for the purpose of preparation of the
consolidated financial statements by the Directors of the Holding Company, as aforesaid.
Auditor's Responsibility
Our responsibility is to express an opinion on these consolidated financial statements based on our audit. While
conducting the audit, we have taken into account the provisions of the Act, the accounting and auditing
standards and matters which are required to be included in the audit report under the provisions of the Act and
the Rules made thereunder.
We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the
Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain
reasonable assurance about whether the consolidated financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the
consolidated financial statements. The procedures selected depend on the auditor's judgment, including the
assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud
or error. In making those risk assessments, the auditor considers internal financial control relevant to the
Holding Company's preparation of the consolidated financial statements that give a true and fair view in order
to design audit procedures that are appropriate in the circumstances but not for the purpose of expressing an
opinion on whether the Holding Company has an adequate internal financial controls system over financial
reporting in place and the operating effectiveness of such controls. An audit also includes evaluating the
appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the
Holding Company's Board of 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 terms
of their reports referred to in sub-paragraph (a) of the Other Matters paragraph below, is sufficient and
appropriate to provide a basis for our audit opinion on the consolidated financial statements.
77
Basis for Qualified Opinion
The debit balances under receivables and debtors' accounts and the credit balances are as per books of
accounts subject to confirmation from the parties.
Qualified Opinion
In our opinion and to the best of our information and according to the explanations given to us except for the
effects of the matter described in the Basis for Qualified Opinion paragraph above, the aforesaid consolidated
financial statements give the information required by the Act in the manner so required and give a true and fair
view in conformity with the accounting principles generally accepted in India, of the consolidated state of affairs
of the Group, its associates and jointly controlled entities as at 31st March, 2015, and their consolidated profit
and their consolidated cash flows for the year ended on that date.
Emphasis of Matter
Attention of the share holders is invited to the following:
a. The loans taken from some banks became NPA. The CDR Package and the CDR Rework Package were
withdrawn by the CDR Empowered Group. In the meanwhile, the Company has approached the bankers
for One Time Settlement Scheme for settlement of Loans and some of the banks have approved the same.
The OTS Scheme offered by some of the Banks is pending implementation and settlement. These
conditions, indicate the existence of material uncertainty that may cast a significant doubt about the
Company's ability to continue as a Going Concern.(Refer Note 1, 7 & 8 of Schedule 18)
b. The Company's net owned funds is below Rs. 25 lakhs, the limit prescribed by Reserve Bank of India
under section 45 - IA of the Reserve Bank of India Act, 1934. This could attract penal provisions under
section 45 - MC of the Act
c. The Reserve Bank of India, has issued certain prohibitory directions (Refer Note 2 & 3 of Schedule 18)
under Section 45JA and Section 45L of Reserve Bank of India Act, 1934. These conditions along with
those stated in (a) & (b) above & Note 1, 7 & 8 of Schedule 18 indicate the existence of material
uncertainty that may cast a significant doubt about the Company's ability to continue as a Going
Concern.
d. The Company has entered into an amendment agreement with Asia Pragati Capfin Pvt. Ltd.(Preference
Share Holder) on 27th March 2012 for redemption of preference shares of Rs.10 @ Rs. 8.54 per share.
The gain on redemption amounting to Rs.325 lakhs has not been accounted for as the same would be
accounted at the time of redemption during the years 2017, 2018 & 2019. (Refer Note No. 6 of Schedule
18)
e. The shareholders have not approved the re-appointment and increase in remuneration of the erstwhile
Managing Director and the amount is included in Loans and Advances. We are unable to express an
opinion on the recoverability of the amount.(Refer Note No. 12 of Schedule 18)
f. The remuneration of Whole Time Director for FY 2013-14 fixed by the Board of Directors was not fully
approved by the Central Government, Ministry of Corporate Affairs vide its order dated 06th August
2014. The company is in the process of filing a petition for waiver of the excess amounts paid (Refer Note
No. 14 of Schedule 18).
g. In the absence of profits, the Company could not declare dividend on the 4% and 9% Redeemable
Preference Shares for the financial year 2014 -15 and hence it is not charged to the Statement of Profit
and Loss. (Refer Note No. 18 of Schedule 18).
h. The company has not appointed internal auditor for the audit of books of accounts for the FY 2014 - 15.
(Refer Note No. 4 of Schedule 18)
Our opinion is not modified in respect of these matters.
78
Other Matters
We did not audit the financial statements of TWO (2) subsidiaries, whose financial statements reflect total assets
of Rs. 136.11 lakh as at 31st March, 2015, total revenues of Rs.0.46 lakh and net cash flows amounting to Rs.
(1.95) lakh for the year ended on that date, as considered in the consolidated financial statements. The
consolidated financial statements also include the Group's share of net loss of Rs.(2.41) lakh for the year ended
31st March, 2015, as considered in the consolidated financial statements, in respect of Two (2) subsidiaries,
whose financial statements have not been audited by us. These financial statements have been audited by other
auditors whose reports have been furnished to us by the Management and our opinion on the consolidated
financial statements, in so far as it relates to the amounts and disclosures included in respect of these
subsidiaries, jointly controlled entities and associates, and our report in terms of sub-sections (3) and (11) of
Section 143 of the Act, insofar as it relates to the aforesaid subsidiaries, jointly controlled entities and
associates, is based solely on the reports of the other auditors.
Our opinion on the consolidated financial statements, and our report on Other Legal and Regulatory
Requirements below, is not modified in respect of the above matters with respect to our reliance on the work
done and the reports of the other auditors.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditor's Report) Order, 2015 ("the Order"), issued by the Central
Government of India in terms of sub-section (11) of Section 143 of the Act, based on the comments in
the auditors' reports of the Holding company, subsidiary companies, associate companies and jointly
controlled companies incorporated in India, we give in the Annexure a statement on the matters specified
in paragraphs 3 and 4 of the Order, to the extent applicable.
2. As required by Section 143(3) of the Act, 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 and belief 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 aforesaid
consolidated financial statements have been kept so far as it appears from our examination of those
books and the reports of the other auditors.
(c) The Consolidated Balance Sheet, the Consolidated Statement of Profit and Loss, and the
Consolidated Cash Flow Statement dealt with by this Report are in agreement with the relevant
books of account maintained for the purpose of preparation of the consolidated financial statements.
(d) In our opinion, the aforesaid consolidated financial statements comply with the Accounting
Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts)
Rules, 2014.
(e) On the basis of written representations received from the directors as on March 31, 2015, and taken
on record by the Board of Directors, none of the directors is disqualified as on March 31, 2015, from
being appointed as a director in terms of Section 164 of the Act.
(f) With respect to the other matters to be included in the Auditor's Report in accordance with Rule 11
of the Companies (Audit and Auditor's) Rules, 2014, in our opinion and to the best of our
information and according to the explanations given to us:
i. The consolidated financial statements disclose the impact of pending litigations on the
consolidated financial position of the Group, its associates and jointly controlled entities -
Refer Note 22 to the consolidated financial statements.
79
ii. The Group, its associates and jointly controlled entities did not have any material foreseeable
losses on long-term contracts including derivative contracts.
iii. There has been no delay in transferring amounts, required to be transferred, to the Investor
Education and Protection Fund by the Holding Company and its subsidiary companies,
associate companies and jointly controlled companies incorporated in India.
For P.B.VIJAYARAGHAVAN AND CO.,
Chartered Accountants
Firm Registration No.: 004721S
K. RAJAGOPALAN
Place : Chennai Partner
Date : 30.05.2015 Membership No.: 14523
80
I. FIXED ASSETS:
(a) The Group has maintained proper records showing full particulars including quantitative details
and situation of Fixed Assets.
(b) As per the information and explanation given to us, all the fixed assets have been physically
verified by the management at regular intervals, which in our opinion, is reasonable having
regard to the size of the Group and the nature of the assets. No material discrepancies were
noticed on such verification
II. As the Group is a Non Banking Finance Company, the provisions of sub clause (ii) a, b and c of the
Companies (Auditor's Report) Order, 2015 are not applicable.
III. TRANSACTIONS WITH PERSONS COVERED BY REGISTER MAINTAINED U/S 189 OF
THE COMPANIES ACT 2013:
a) The Group has not granted any loans, secured or unsecured, to companies, firms or other parties
covered in the register maintained under section 189 of the companies Act, 2013.
IV. INTERNAL CONTROL :
In our opinion and according to the information and explanations given to us, there are adequate
internal control procedures commensurate with the size of the Group and the nature of its business
with regard to purchases of fixed assets and with regard to the sale of services. During the course of
our audit, we have not observed any continuing failure to correct major weaknesses in internal
controls in other areas.
V. PUBLIC DEPOSITS :
In our opinion and according to the information and explanations given to us, the Group has not
accepted deposits from public and hence the provisions of sections 73 to 76 or any other provisions
of the Companies Act and the rules made there under are not applicable to the company.
VI. COST ACCOUNTING RECORDS :
The Central Government has not prescribed maintenance of cost records under Section 148 (1) of the
Companies Act, 2013.
VII. STATUTORY DUES :
(a) The Group has generally been regular in depositing Provident Fund dues of its employees.
Based on information and explanation given to us, no undisputed amounts payable in respect of
Income Tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty, Value Added Tax,
Cess and any other statutory dues were outstanding as at 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, there are no dues of Income Tax,
Sales Tax, Customs duty, Wealth Tax, Excise Duty, Value Added Tax and Cess which have not
been deposited on account of any dispute except as reported below:
ANNEXURES TO AUDITOR’S REPORT
81
Forum before Assessment Tax due amount Forum before which it is pending
which it is pending Year (In Lakhs)
1995-96 To
1999-2000246.16 CIT (A)
2001-02 294.03 CIT (A)
2002-03 56.35 ITAT, Chennai
2003-04 13.91 ITAT, Chennai
2004-05 8.34 ITAT, Chennai
2005-06 4.44 CIT (A)
2007-08 58.17 CIT (A)
2008-09 482.15 CIT (A)
2011-12 581.28 CIT (A)
Income Tax
Act, 1961
(c) The Group has generally been regular in transfer of amounts required to be transferred to
Investor Education and Protection Fund in accordance with relevant provisions of Companies
Act, 2013.
VIII. ACCUMULATED LOSSES :
The accumulated losses of the Group at the end of the financial year are not less than fifty percent
of its net worth. The Company has incurred cash losses in the financial year and in the immediately
preceding financial year also.
IX. The loans taken from some banks became NPA. The Holding Company has gone for rescheduling the
repayment of the term loans and the repayment has to commence from 01.04.2012. The CDR Package
and the CDR Rework Package were withdrawn by the CDR Empowered Group. The Holding
Company has submitted proposals for One Time Settlement and the same is being taken up by the
Banks. Also the One Time Settlement Scheme has been approved by 3 out of 12 participating banks
and one another bank not forming part of CDR. Pending repayment of amounts accepted through OTS
Scheme the Holding Company has not complied with Terms of OTS Scheme. (Refer Note 6, 8 & 9
of Schedule 18)
X. The Group has not given any guarantee for loans taken by others from banks or financial institutions
based on the records produced to us.
XI. In our opinion, the term loans have been applied for the purpose for which they were obtained.
XII. FRAUDS :
According to the information and explanations given to us, no fraud on or by the Group has been
noticed or reported during the course of our audit.
For P.B.VIJAYARAGHAVAN AND CO.,
Chartered Accountants
Firm Registration No.: 004721S
K. RAJAGOPALAN
Place : Chennai Partner
Date : 30.05.2015 Membership No.: 14523
82
CONSOLIDATED BALANCE SHEET
AS AT 31st MARCH 2015
(Rs. in Lakhs)
ParticularsAs at
31.03.2014
As at
31.03.2015
Refer Note
No.
I. EQUITY AND LIABILITIES
1 Shareholders’ funds
Share Capital 1 6,644.26 6,644.26Reserves and surplus 2 (16,566.40) (13,123.87)Minority Interest 0.38 0.38
(9,921.76) (6,479.23)
2 Non-current liabilities
Long-term borrowings 3 – –Long-term provisions 4 0.01 0.28
0.01 0.28
3 Current liabilities
Short-term borrowings 3 13,340.80 12,251.36Other current liabilities 5 65.79 87.60Short-term provisions 4 1.73 3.66
13,408.32 12,342.62
TOTAL 3,486.57 5,863.67
II. ASSETS
1 Non-current assets
1 Fixed assets(i) Tangible assets 6 1,656.55 1,691.36(ii) Intangible assets 6 – –Non-current investments 7 – –Receivables under financing activity 8 4.72 123.69Long-term loans and advances 9 475.09 488.44Other Non current assets 10 1,070.09 1,068.58
3,206.45 3,372.07
2 Current assets
Current investments – –Receivables under financing activity 8 134.63 2,311.47Cash and cash equivalents 11 131.71 163.14Short-term loans and advances 9 1.30 5.55Other current assets 10 12.50 11.45
280.13 2,491.61
TOTAL 3,486.58 5,863.69
See accompanying note forming part of the financial statements
In terms of our report attached
for P.B. VIJAYARAGHAVAN & CO S. BALACHANDER S. MAHADEVAN
Chartered Accountants Managing Director Director
Firm Regn No. 004721S
B. PRAKASH
K. RAJAGOPALAN Wholetime Director
Partner
Membership No. 14523
Date : 30.05.2015
Place : Chennai
83
CONSOLIDATED PROFIT & LOSS ACCOUNT
FOR THE PERIOD ENDED 31st MARCH 2015
(Rs. in Lakhs)
ParticularsAs at
31.03.2014
As at
31.03.2015
Refer Note
No.
1 Income:
Revenue from operations 12 30.60 191.17
Other income 13 15.35 33.95
Total Revenue 45.95 225.12
2 Expenses:
Finance costs 14 1,090.33 941.17
Employee benefits expense 15 94.97 262.93
Depreciation and amortization expense 6 15.69 22.56
Other operating Expenses 16 75.29 144.00
Provision, Loan losses and other charges 17 2,193.09 164.40
Total expenses 3,469.37 1,535.06
Loss before extraordinary items and tax (3,423.41) (1,309.94)
Extraordinary Items – –
Loss before tax (3,423.41) (1,309.94)
Tax expense – –
Loss for the period carried over to Balance Sheet (3,423.41) (1,309.94)
Basic Earnings per equity share: (66.09) (30.69)
Diluted Earnings per equity share: (66.09) (30.69)
See accompanying note forming part of the financial statements
In terms of our report attached
for P.B. VIJAYARAGHAVAN & CO S. BALACHANDER S. MAHADEVAN
Chartered Accountants Managing Director Director
Firm Regn No. 004721S
B. PRAKASH
K. RAJAGOPALAN Wholetime Director
Partner
Membership No. 14523
Date : 30.05.2015
Place : Chennai
84
Note : 1 - SHARE CAPITAL
AUTHORISED
Equity Shares :
2,50,00,000 Equity Shares of Rs 10 each 2,500.00 2,500.00
Preference Shares : 7,500.00 7,500.00
7,50,00,000 Preference shares of Rs 10 each
10,000.00 10,000.00
ISSUED
Equity Shares :
61,22,625 Equity Shares of Rs 10 each 612.26 612.26
Preference Shares :
2,22,60,000 4% Cumulative Redeemable Preference shares of Rs 10 each 2,226.00 2,226.00
3,85,02,384 9% Cumulative Redeemable Preference Shares of Rs 10 each 3,850.24 3,850.24
Subscribed & Paid up
Equity Shares :
59,54,320 Equity Shares of Rs 10 each 595.43 595.43
Less : Shares held by DHSL -27.41 -27.41
568.02 568.02
Preference Shares :
2,22,60,000 Cumulative Redeemable Preference shares
@ 4% (from 1st April, 2012) 2,226.00 2,226.00
3,85,02,384 9% Cumulative Redeemable Preference Shares of Rs 10 each 3,850.24 3,850.24
6,644.26 6,644.26
Details of shareholding more than 5% shares in the company
EQUITY
As at 31 March 2015 As at 31 March 2014Name of Shareholder
No. of Shares held% of Holding
in the classNo. of Shares held
% of Holding
in the class
Auctus Holdings Private Limited 3,045,453 51.15 3,045,453 51.15
K Dhandapani & Co 500,001 8.40 500,001 8.40
4% CUMULATIVE REDEEMABLE PREFERENCE SHARES
Asia Pragati Capfin Private Limited 2,22,60,000 100.00 2,22,60,000 100.00
NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL
STATEMENTS FOR THE YEAR ENDED MARCH 31, 2015
(Rs. in Lakhs)
As at
31.03.2014
As at
31.03.2015
85
As at 31 March 2015 As at 31 March 2014Name of Shareholder
No. of Shares held% of Holding
in the classNo. of Shares held
% of Holding
in the class
9% CUMULATIVE REDEEMABLE PREFERENCE SHARES
ING Vysya Bank 2,646,123.00 6.87 2,646,123.00 6.87
YES Bank 4,645,229.00 12.06 4,645,229.00 12.06
Bank of India 4,941,049.00 12.83 4,941,049.00 12.83
Federal Bank 4,190,915.00 10.88 4,190,915.00 10.88
Canara Bank 4,222,059.00 10.97 4,222,059.00 10.97
State Bank of Travancore 3,167,706.00 8.23 3,167,706.00 8.23
Punjab National Bank 2,942,026.00 7.64 2,942,026.00 7.64
United Commerical Bank 3,174,352.00 8.24 3,174,352.00 8.24
Indian Overseas Bank 2,590,199.00 6.73 2,590,199.00 6.73
The Dhanalaxmi Bank Limited 1,669,603.00 4.34 1,669,603.00 4.34
State Bank of Hyderabad 1,501,323.00 3.90 1,501,323.00 3.90
The Catholic Syrian Bank Limited 2,811,800.00 7.30 2,811,800.00 7.30
38,502,384.00 100.00 38,502,384.00 100.00
Disclosure pursuant to Note no. 6(A)(d) of Part I of Schedule VI to the Companies Act, 1956
(Following disclosure should be made for each class of Shares)
Rs in Lakhs
Equity Shares 4% Preference Shares 9% Preference SharesParticulars
Number Value Number Value Number Value
Shares outstanding at the
beginning of the year 5,954,320 595.43 22,260,000 2,226.00 38,502,384 3,850.24
Shares Issued during the year – – – – – –
Shares bought back during
the year – – – – – –
Shares outstanding at the
end of the year 5,954,320 595.43 22,260,000 2,226.00 38,502,384 3,850.24
NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL
STATEMENTS FOR THE YEAR ENDED MARCH 31, 2015
86
Disclosure pursuant to Note no. 6(A)(i) of Part I of Schedule VI to the Companies Act, 1956
(Following disclosure should be made for each class of Shares)
Equity Shares :
Fully paid up pursuant to contract(s)
without payment being received – – – – – –
in cash
Fully paid up by way of bonus shares – – – – – –
Shares bought back – – – – – –
Preference Shares 4% :
Fully paid up pursuant to contract(s)
without payment being received – – – – – –
in cash
Fully paid up by way of bonus shares – – – – – –
Shares bought back – – – – – –
Preference Shares 9% :
Fully paid up pursuant to contract(s)
without payment being received – – 38,502,384 – – –
in cash
Fully paid up by way of bonus shares – – – – – –
Shares bought back – – – – – –
Year (Aggregate No. of Shares)
2009-2010 2010-2011 2011-2012 2012-2013Particulars
(Rs in Lakhs)
As at
31.03.2014
As at
31.03.2015Note : 2 - RESERVES & SURPLUS
Particulars Capital Revaluation General Statutory Security P & L
Reserve Reserve Reserve Reserve Premium Account
Opening
Balance 12.03 1,305.42 2,579.95 961.97 142.29 (18,125.54) (13,123.88)
Additions – – – – – (3,423.41) (3,423.41)
Deletions – – 19.11 – – – 19.11
Minority
Interest – – – – – – –
Closing
Balance 12.03 1,305.42 2,560.84 961.97 142.29 (21,548.95) (16,566.40) (13,123.87)
NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL
STATEMENTS FOR THE YEAR ENDED MARCH 31, 2015
2013-2014 2014-2015
87
NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL
STATEMENTS FOR THE YEAR ENDED MARCH 31, 2015
(Rs in Lakhs)
Note : 3 - BORROWINGS
Secured Borrowings: **
From Banks / Financial Institutions – – 12683.59 11,594.15
From Related Parties – – – –
From Others – – – –
Total Secured Borrowings – – 12,683.59 11,594.15
Unsecured Borrowings:
From Banks / Financial Institutions – – – –
From Related Parties – – 600.00 600.00
From Others – – 57.21 57.21
Total Unsecured Borrowings – – 657.21 657.21
– – 13,340.80 12,251.36
Long Term Short Term
As at 31.03.2015 As at 31.03.2014 As at 31.03.2015 As at 31.03.2014
** Refer Note no 5 of Notes on accounts
1) Loans from Auctus Holdings Private Limited of Rs 600 lacs is repayable on demand without any interest\
2) Unsecured loan of Rs. 57.21 Lakhs is in default for a period of 3 years
3) All term loans from banks and financial institutions are secured by first paripasu charge on fixed assets and
second pari-pasu charge on current assets of the Company.
4) All working capital borrowings are secured by first paripasu charge on current assets and second pari-pasu
charge on fixed assets.
5) Working Capital Term Loan and funded interest term loan are secured by first pari-pasu charge on current
and fixed assets of the company
The following collateral security shall be available to the banks to secure their Working Capital Term Loan by way
of first pari-pasu charge and to secure other debts by way of second pari-pasu charge.
Situated at Plot No 37, Door No 17,
Ramakrishna Street, T.Nagar,
Chennai 600 017, comprised in
T.S. No 106, T.Nagar Village,
Mambalam - Guindy Taluk
Situated at Chokampatti Village,
Kadayanallur, Tenkasi
Tirunelveli District
Consist of 43 Survey Nos
Land measurement 80.63 Acres
No.110, Bhanumuthy Ramakrishna
Street, Saligramam Village,
Saidapet Taluk
Chengalpattu District
88
NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL
STATEMENTS FOR THE YEAR ENDED MARCH 31, 2015
Note : 4 - PROVISIONS
(Rs in Lakhs)
Provident Fund – – 0.40 2.46
Employees State Insurance Corporation – – 0.08 0.21
Standard Asset 0.01 0.28 0.05 0.11
Professional Tax – – 1.20 0.88
0.01 0.28 1.73 3.66
Long Term Short Term
As at 31.03.2015 As at 31.03.2014 As at 31.03.2015 As at 31.03.2014
Note : 5 - OTHER CURRENT LIABILITIES
(Rs in Lakhs)
TDS & Service Tax Payable 0.50 8.12
Dues to Insurance Companies 0.23 0.23
Current Liabilities for expenses 65.05 79.25
65.79 87.60
As at 31.03.2015 As at 31.03.2014
89
NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL
STATEMENTS FOR THE YEAR ENDED MARCH 31, 2015
Lan
d0
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90
NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL
STATEMENTS FOR THE YEAR ENDED MARCH 31, 2015
Note : 8 - RECEIVABLES UNDER FINANCING ACTIVITY
(Rs in Lakhs)
Secured Receivables other than Repo 7.17 180.10 2,227.38 4,484.66
Less: Unrecovered Finance charges 0.86 22.21 255.02 269.45
Less: Provision for Secured Receivables 1.59 36.67 1,915.46 1,994.71
Less: EMI received in advance – – 31.61 –
Net Secured Receivables 4.72 121.21 25.28 2,220.50
Repossessed Stock – 4.13 182.23 151.64
Less: Repossessed Provision – 1.65 72.89 60.66
Net Repossessed Stock – 2.48 109.34 90.98
Net Receivables including Repossessed Stock 4.72 123.69 134.63 2,311.49
Secured Receivables include amounts outstanding more than six months 2,226.31 3,967.03
Non Current Current
As at 31.03.2015 As at 31.03.2014 As at 31.03.2015 As at 31.03.2014
Note : 9 - LOANS & ADVANCES
(Rs in Lakhs)
UNSECURED CONSIDERED GOOD
Prepaid Expenses – – 1.30 5.55
Advance Rent 3.57 14.06 – –
Other Advances 465.38 468.24 – –
Other Deposits 6.14 6.14 – –
DOUBTFUL
Dhandapani Properties Pvt Ltd 720.02 720.02 – –
Less : Provision for Doubtful
Loans & Advances -720.02 -720.02 – –
475.09 488.44 1.30 5.55
Long Term Short Term
As at 31.03.2015 As at 31.03.2014 As at 31.03.2015 As at 31.03.2014
Note : 10 - OTHER ASSETS
(Rs in Lakhs)
Other Current Assets – – – –
Other Non Current Assets 1,070.09 1,068.58 12.00 11.00
Other Loans, advances - Operations – – 0.50 0.45
1,070.09 1,068.58 12.50 11.45
As at 31.03.2015 As at 31.03.2014As at 31.03.2015 As at 31.03.2014
91
NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL
STATEMENTS FOR THE YEAR ENDED MARCH 31, 2015
Disclosure pursuant to Note no. 6(T) of Part I of Schedule VI to the Companies Act, 1956
Contingent liabilities and commitments (to the extent not provided for)
(i) Commitments
(a) Other commitments (specify nature) – –
9% Cumulative Preference Shares Dividend 34,652,146 34,652,146
4% Cumulative Preference Shares Dividend 8,904,000 8,904,000
43,556,146 43,556,146
Dividends proposed to be distributed to preference shareholders 43,556,146 43,556,146
Arrears of fixed cumulative dividends on preference shares 109,361,620 65,805,474
152,917,766 109,361,620
Particulars
As at 31.03.2015 As at 31.03.2014
As at 31.03.2015 As at 31.03.2014
Note : 11 - CASH & BANK BALANCES
(Rs in Lakhs)
Cash and Cash equivalents
Cash on Hand – – 2.91 4.44
Balances with Banks – – 128.80 158.70
– – 131.71 163.14
As at 31.03.2015 As at 31.03.2014As at 31.03.2015 As at 31.03.2014
92
NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL
STATEMENTS FOR THE YEAR ENDED MARCH 31, 2015
Rs in Lakhs
Note : 12 – REVENUE FROM OPERATIONSIncome from Financing activity 30.25 73.50Other operating revenue 0.35 117.67
30.60 191.17
Note : 13 – OTHER INCOMEInterest Income on bank deposits 8.74 14.08Interest - Others & staff – 0.04Miscellaneous Income 0.08 10.28Rent Received 6.53 4.85Provision no longer required – 4.70
15.35 33.95
Note : 14 – FINANCE COSTSInterest ExpensesBank Loans/Financial Institutions 1,089.31 939.12Bank Charges 1.01 2.05
1,090.32 941.17
Note : 15 – EMPLOYEE BENEFIT EXPENSESSalaries, Allowances & Bonus 83.26 239.48Contributions to Provident Fund & Other Funds 5.41 12.46Staff Welfare Expenses 6.30 10.99
94.97 262.93
Note : 16 – OTHER OPERATING EXPENSESRent 17.22 19.69Electricity Charges 8.80 9.49Rates & Taxes 2.32 1.61Communication cost 3.47 13.90Travelling & Conveyance 0.76 24.60Advertisement Expenses 0.90 0.69Insurance 0.90 1.06Repairs & Maintenance 3.81 7.25Printing & Stationery 2.11 3.14Auditors Remuneration - Statutory 4.04 4.04Auditors Remuneration - Tax audit – 3.42Audit Certification Fees - Statutotry Auditor 0.28 2.47Auditors Remuneration - Internal Audit – –Auditors Remuneration - Concurrent – 0.39Professional charges 7.89 26.09Sitting Fees to Directors 0.42 1.93Loss on sale of Fixed assets – 0.22Legal Expenses & Certification Fees 3.97 3.60Office Maintenance 11.85 15.07Filing Fees 0.20 0.12Other Expenses 5.69 4.35Interest Paid 0.25 0.09AGM Expenses 0.40 0.77Income Tax 0.01 –
75.29 144.00
As at 31.03.2015 As at 31.03.2014
93
NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL
STATEMENTS FOR THE YEAR ENDED MARCH 31, 2015
Rs in Lakhs
a. auditor 4.04 4.04
b. for taxation matters – 3.42
c. for company law matters 0.28 2.47
d. for management services – –
e. for other services – 0.39
f. for reimbursement of expenses – –
4.32 10.32
Note : 17 – PROVISION, LOAN LOSSES AND OTHER CHARGES
Shortfall Repossession 4.85 31.70
Bad Debts 2,179.06 –
Loss on Closed Contracts – –
Rebate on Settlement 113.25 141.09
Provision for Standard Asset 0.06 0.39
Provision for Non Performing Assets (Net) -104.14 -8.78
(Current Year Provision Rs.1,989.95 & previous year reversal Rs.2,094.09) – –
2,193.09 164.40
As at 31.03.2015 As at 31.03.2014Payments to the auditor as
Disclosure Pursuant to Note No. 5(1)(g) of Part II of Schedule VI to the Companies Act 1956
94
NOTES FORMING PART OF CONSOLIDATED FINANCIAL
STATEMENTS FOR THE FINANCIAL YEAR ENDED 31ST MARCH, 2015
Note - 18
A. Significant Accounting Policies
The accounts have been prepared using historic cost convention and on the basis of going concern, with
revenues recognised, expenses accounted on accrual basis, unless otherwise stated and in accordance with
applicable accounting standards as prescribed by Central Government through Section 133 of the
Companies Act, 2013.
The Holding Company is registered with Reserve Bank of India as a 'Non-Banking Finance Company under
the category Non Deposit Taking NBFC' and the Company follows the directions prescribed by the Reserve
Bank of India for Non-Banking Financial Companies with respect to Income Recognition, Asset
Classification, Provisioning norms.
The preparation of financial statements requires management to make estimates and assumptions of some
of the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities on the
date of the financial statements and amounts of revenues and expenses during the period reported.
1.1 Income Recognition:
Revenue is recognised on accrual basis other than those stated and where there is no uncertainty in ultimate
realization
a. Income from Hypothecation loan transactions are accounted on the based on Internal Rate of Return
method following accrual basis.
b. Income is not recognised on contracts in which the installments are due for more than 180 days.
c. Additional Finance Charges, Cheque dishonor charges, Due Date Missing Charges and Late payment
charges are accounted on receipt basis.
1.2 Repossessed Stock:
Repossessed stocks are valued at the settlement value.
As per Guidelines issued by Reserve Bank of India, provision of 40% is made uniformly on the settlement
value at the time of repossession.
1.3 Fixed Assets:
Fixed assets are stated at historical cost less accumulated depreciation.
1.4 Depreciation:
On Own assets (Tangible):
Depreciation on assets for own use is provided on Written Down Value Method based on the Useful Lives
prescribed in Schedule II to the Companies Act, 2013. Assets costing Rs.5,000/- or less acquired during
the year are fully depreciated.
On Own assets (Intangible):
Intangible assets are amortised over a period of five years.
1.5 Investments:
Investment in Subsidiary Company is valued at cost.
Provision, if any, is made to recognise decline other than a temporary, in the value of long-term investments.
95
1.6 Employee Benefits:
a. Short Term Employee Benefits such as salaries are charged at undiscounted amounts to the Statement
of Profit and Loss in the year of service.
b. Contribution to Provident Fund is recognised in the Statement of Profit and Loss on the basis of actual
liability.
c. Liability towards Long term compensated absence such as Earned Leave is recognised based on the
estimates as determined by the Management.
d. Post employment benefit such as Gratuity is treated as Defined Contribution Plan and contribution is
accounted as expense as when incurred towards Group Gratuity Scheme maintained with Life
Insurance Corporation of India.
1.7 Taxes on Income:
Income-tax expense is accounted in accordance with AS 22 - "Accounting for taxes on Income" which
includes current taxes and deferred taxes. Deferred tax is recognised on timing difference between
accounting income and taxable income that originate in one period and are capable of being reversed in
one or more subsequent periods, subject to consideration of prudence. Deferred tax assets are recognised
only to the extent that there is reasonable certainty that sufficient future taxable income will be available.
1.8. Provisions & Contingencies:
a. A present obligation, which could be reliably estimated, is provided for in the accounts, if it is
probable that an outflow of resources embodying economic benefits will be required for its settlement.
b. Contingent Liabilities are disclosed by way of notes in the Balance Sheet.
c. Contingent Assets are neither recognised nor disclosed.
B. Notes on accounts
1. Going Concern:
The Management of the Company approached the CDR Cell for restructure of loans given by consortium
banks, which was approved. However as all the Banks did not approve the CDR/CDR Re-work schemes
the Company is not able to implement the CDR rework scheme. The management is taking efforts to arrive
at an acceptable One Time Settlement (OTS) with Secured Creditors. Hence, the financial statements are
continued to be prepared on the basis of 'Going Concern'.
2. Directions issued by Reserve Bank of India:
The Reserve Bank of India had issued certain "Prohibitory Directions" under Section 45 JA and 45 L of
Reserve Bank of India Act 1934 restraining the company to Sell, transfer, create charge or mortgage or deal
with its property and assets; not to declare or distribute any Dividend; not to transact any business and not
to incur any further liabilities. Further, the Company has been directed to submit periodical statements to
Reserve Bank of India.
However, the company has during the year liquidated one of its Term Deposits amounting to Rs. 25 lakhs
and the same was routed through the Escrow Account maintained with Punjab National Bank and the
proceeds was utilized operational expenses of the company. Periodical Statements certified by the Chartered
Accountants have been submitted to Reserve Bank of India.
NOTES FORMING PART OF CONSOLIDATED FINANCIAL
STATEMENTS FOR THE FINANCIAL YEAR ENDED 31ST MARCH, 2015
96
3. Show cause Notice issue by Reserve Bank of India:
The Reserve Bank of India has issued a Show Cause Notice dated 3rd November 2014 requiring the
company to show cause why the Certificate of Registration (CoR) issued to the company should not be
cancelled in view of the matters stated in the notice. The company has also filed reply to the said notice
on 24th November, 2014.
4. Internal Audit of Books of Accounts:
As per the directions issued by RBI the company submits a statement of expenses on a daily basis certified
by a Chartered Accountant. In view of the limited transactions the company is of the view that the
certification is sufficient compliance with the requirements of Section 138 of the Companies Act, 2013
regarding Internal Audit.
5. Acquisition of shares by M/s Auctus Holding Pvt Ltd.
M/s Auctus Holdings Private Ltd acquired 30,36,703 shares from D B Zwirn Mauritius on 06th June 2013,
through Open Public Offer. Auctus Holdings Pvt Ltd hold 51.15% of the share and hence effective 06th
June 2013 the company has become a subsidiary of M/s. Auctus Holding Private Limited.
6. Redeemable Preference Shares:
The Holding Company has issued 2,22,60,000 Preference Shares at a face value of Rs. 10 per Preference
Share aggregating to Rs.22,26,00,000 on 30th July 2008 to M/s. Asia Pragati Capfin Pvt Ltd carrying a
coupon rate of 4% payable from 01st April 2012 which were redeemable on 31st December 2009. Pursuant,
to the amendment agreement dated 27th March 2012 to the Share Purchase Agreement, these Preference
Shares are redeemable at a price of Rs. 8.54 per preference share and redeemable in 3 equal annual
installments commencing from 31st March 2017 and ending on 31st March 2019. And the discount on
redemption of preference shares will be accounted on redemption.
As a part of Originally approved CDR Package, a part of the debt amounting to Rs. 38,50,23,840 was
converted to Optionally Convertible Cumulative Redeemable Preference Shares (OCCRPS) carrying a
coupon rate of 9% p.a. Consortium Banks (12 participating banks) . As per the said package these OCCRPS
are redeemable in four equal annual installments at a premium of 3% commencing from the year 2013-14
onwards and ending in 2016-17.
7. Corporate Debt Restructuring (CDR) Package Arrangement:
a. CDR Rework Package:
As the original CDR package approved in 9th September, 2010, could not be implemented within the
stipulated time frame, the Company had applied for Re-work Package under CDR System and the
same was approved by the CDR Empowered Group in March 2012. As per the Re-work package,
Preference Shares are Redeemable in four equal yearly installments commencing from the year 2014-
15 and ending in 2017-18. However, the company has not commenced redemption of the above
preference shares.
b. Implementation of CDR Re-work Package by Banks:
The CDR Re-work Package has been approved by only 6 out of the 12 participating Consortium
Banks. Hence, the Company could not proceed with the implementation of the CDR Re-work
package.
NOTES FORMING PART OF CONSOLIDATED FINANCIAL
STATEMENTS FOR THE FINANCIAL YEAR ENDED 31ST MARCH, 2015
97
8. One Time Settlement (OTS) Scheme with Secured Creditors:
Consequent to the non implementation of the CDR Re-work Package, the Company requested Consortium
Banks to consider an OTS proposal to settle the Outstanding Liabilities comprised in the 'Borrowings' of
the Company and OCCRPS issued as a part of CDR Package. The Company is pursuing with the proposal
with the participating banks.
Pending execution and settlement of accepted amounts, impact of OTS will be recognized in the books of
accounts upon settlement of OTS offer with respective banks.
In addition to the above, the State Bank of India claimed Rs. 1182 lakhs the Company. The Bank had filed
a suit against the company in Debt Recovery Tribunal, Chennai for the recovery of the same. Meanwhile,
the Company has negotiated for OTS to settle the entire outstanding at Rs. 300 lakhs. The Company had
also deposited an amount Rs. 25 lakhs in an Escrow Account towards part payment of OTS Scheme.
Pending execution of OTS Scheme, no interest has been provided for the current financial year. Also
pending execution and settlement of accepted amounts, impact of OTS will be recognised in the books of
accounts upon settlement of OTS offer with respective banks.
9. Un-Secured Loans:
a. Unsecured Loan include Rs.600 lakhs received from Auctus Holdings Pvt Ltd, brought in as part of
the Promoters Contribution as specified in the CDR Re-work package.
b. DFL Holdings and Securities Limited, a subsidiary company has given a loan of Rs. 91.38 lakhs to
the Company. The terms of settlement including interest if any will be decided mutually between the
Company and the subsidiary.
10. Loan and Dhandapani Properties Private Limited
The Company had given a loan of Rs. 720 lakh to Dhandapani Properties Private Ltd in 2007 secured by
way of a property of approximately 1 acre of Land at Whitefield, Bangalore. The security provided is an
agricultural land registered in an Individual's name and was given to the Company by way of an irrevocable
Power of Attorney in favour of erstwhile Managing Director of the Company. However, Government of
Karnataka has rejected the contention of the buyer and attached the property in favour of the Government
of Karnataka. The Company, through the buyer has appealed for reversing the decision.
11. Current Assets:
Secured Receivable includes Hire Charges and Sundry Debtors valued at Agreement Value less Installments
received and net off Un-matured Finance Charges and write offs. These receivable are considered good by
the management of the company.
12. Loans and Advances:
Loans and Advances include an amount of Rs. 216.53 lakhs paid to Mr. R Ravichandran, erstwhile
Managing Director towards Managerial Remuneration. The same has not been approved by the
Shareholders and the application made to the Central Government has been rejected. The Company is
taking steps to recover this amount.
NOTES FORMING PART OF CONSOLIDATED FINANCIAL
STATEMENTS FOR THE FINANCIAL YEAR ENDED 31ST MARCH, 2015
98
NOTES FORMING PART OF CONSOLIDATED FINANCIAL
STATEMENTS FOR THE FINANCIAL YEAR ENDED 31ST MARCH, 2015
13. Related Party Disclosure:
(A) Remuneration to Managing Director Rs. in Lakhs
Particulars 31.03.2015 31.03.2014
Salary & DA Nil 25.00
House Rent allowance Nil 5.00
Company's Contribution to PF Nil Nil
Others Nil 20.00
Total Nil 50.00
(B) Remuneration to Whole Time Director Rs. in Lakhs
31.03.2015 31.03.2014
Salary & DA Nil 22.83
House Rent allowance Nil 11.42
Company's Contribution to PF Nil 2.74
Others Nil 2.06
Total Nil 39.05
In view of the 'Prohibitory Directions' issued by the RBI (refer Note 2 above), the company has neither paid
nor provided for remuneration to the Managing Director and the Whole Time Director for the financial year
2014-15.
Determination of net profits in accordance with Sec 197 of the Companies Act, 2013 for remuneration
payable to Directors
Particulars Rupees in Lakhs
Loss after tax as per Profit & Loss Account (3421.00)
Add: Directors remuneration charged in the accounts Nil
Net loss (3421.00)
a. Subsidiaries : DFL Holdings and Securities Limited
Smart Invest Agency.Com Private Limited.
b. Key Management Personnel : S. Balachander and B. Prakash
(Rs. in Lakhs)
Nature of Transaction
Holding/ Key Management Total
Subsidiary Personnel
Unsecured Loan received from Auctus
Holding Private Limited 600.00 – 600.00
Loan from Subsidiary Company - Balance
outstanding at the end of the year 91.38 – 91.38
Remuneration to Key Management Personnel – – –
99
15. Earnings per share:
A. Basic Earnings Per Share Amount in Rupees
Particulars FY 2014-15 FY 2013-14
Profit / (Loss) after tax before Preference Dividend (34,23,37,494) (13,09,65,117)
Add: Preference Dividend on 4% & 9% Cumulative
Preference Shares including tax(5,11,78,471) (5,11,78,471)
Profit/(Loss) available to Equity Holders (39,35,15,965) (18,21,43,588)
Weighted average number of equity shares 59,54,320 59,54,320
Earnings after tax (Basic) (66.69) (30.69)
Face value per share 10.00 10.00
B. Diluted Earnings Per Share Amount in Rupees
Particulars FY 2014-15 FY 2013-14
Profit / (Loss) after tax before Preference Dividend (34,23,37,494) (13,09,65,117)
Add: Preference Dividend on 4% Cumulative
Preference Shares including tax1,04,62,200 1,04,62,200
Profit/(Loss) available to Equity Holders (35,27,99,694) (14,14,27,317)
Basic Weighted average number of equity shares 59,54,320 59,54,320
Potential Convertible Shares 4,41,61,977 4,41,61,977
Total Weighted average number of equity shares 5,01,16,297 5,01,16,297
Diluted Earnings after tax (Basic) (66.09) (30.69)
Face value per share 10.00 10.00
Potential Convertible share arise out of 9% Optionally Convertible Cumulative Redeemable Preference
Share (OCCRPS). Upon conversion, these shares do not increase the loss available to equity holders and
these shares are treated non-dilutive in accordance with Accounting Standard - 18. Therefore, Basic
Earnings per Share will be the Dilutive Earnings per Share.
NOTES FORMING PART OF THE FINANCIAL
STATEMENTS FOR THE YEAR ENDED MARCH 31, 2015
14. Approval of Central Government, Ministry of Corporate Affairs (MCA) on remuneration of
Key Management Personnel:
Subsequent to appointment of Whole Time Director at a remuneration of Rs. 39.05 lacs for FY 2013-14,
the company made an application for the approval of the remuneration fixed by the Board of Directors of
the Company. The MCA vide its order dated 26th August 2014, fixed the remuneration at Rs. 18 lakh for
the FY 2013-14, as the Company has not submitted a resolution from the remuneration committee
constituted as per Schedule XIII of Companies Act, 1956. Thus, an amount of Rs.16.74 lacs was paid in
excess of the amounts sanctioned.
The Company is in the process of complying with the conditions prescribed in the Act and also filing an
application before the MCA requesting waiver of excess remuneration paid. Pending filing of application,
excess salary paid is not considered as receivable from the Whole Time Director.
100
Deferred tax asset arising on account of carry forward loss and provisions has not been recognized in the
books of accounts on a conservative basis.
18. Dividend On Preference Shares:
In the absence of profits, the holding Company could not declare dividend on the Preference Shares for the
financial year 2014 -15 as detailed below\
a. Dividend in respect of 4% Cumulative Preference Shares for the financial year amounting to Rs. 89.04
lakhs and cumulative upto 31st March 2015 amounting to Rs. 267.12 lakhs has not been provided for.
b. Dividend in respect of 9% OCCRPS for the financial year 2013-14 amounting to Rs. 346.52 lakhs
and cumulative upto 31st March 2014 amounting to Rs. 1262.06 lakhs has not been provided for.
Thus, the aggregate amounts outstanding to be provided for and paid is Rs. 1,529.18 lakhs.
19. Suits against the Company:
The Company had purchased from Central Electronics Limited certain machineries for which the payments
were agreed to be made on deferred payment basis over a period of ten year along with interest. The
cheques issued by the Company towards payment of installments were dishonoured. Central Electronics
Limited resorted to legal action for dishonor of cheques and filed 6 cases against the Company under
section 138 of the Negotiable Instruments Act claiming Rs. 51.20 lakhs which is pending before the
Magistrate Court, Gazhiabad. In the meanwhile the Company negotiated for withdrawal of suit to arrive at
an out of Court settlement and accepted to clear the dues in installments of Rs. 2 lakhs per month. The
company had paid Rs. 4 lakhs and 1 case has been withdrawn.
The Company has obtained stay against the remaining cases from Hon'ble High Court of Allahabad and the
matter is pending before the Magistrate Court, Gazhiabad.
The amounts payable by the Company is included under the head 'Unsecured Loans'.
Pending disposal of appeal the Company has not accounted for interest payable by it.
20. Contingent Liability:
Disputed Income Tax demand of Rs. 1648.07 lakhs (after adjustment of TDS Refunds of various assessment
year amounting to Rs. 96.75 lakhs) together with interest is pending in appeal/representation before various
forums. These cases pertain to Assessment years 1997-98 to 2012-13.
NOTES FORMING PART OF THE FINANCIAL
STATEMENTS FOR THE YEAR ENDED MARCH 31, 2015
16. Provision for Taxation:
In the absence of profits for the current and considering the accumulated business and depreciation losses,
provision for taxation has not been made.
17. Deferred Tax Assets / liability Rs. in Lakhs
Particulars 31.03.2015 31.03.2014
Opening Balance NIL NIL
Less Reversal of Deferred tax asset NIL NIL
Add: Liability on account of depreciation NIL NIL
Total NIL NIL
101
21. Previous year's figures have been regrouped / reclassified to confirm to current period's classification
wherever necessary.
In terms of our report attached
for P.B. VIJAYARAGHAVAN & CO S. BALACHANDER S. MAHADEVAN
Chartered Accountants Managing Director Director
Firm Regn No. 004721S
B. PRAKASH
K. RAJAGOPALAN Wholetime Director
Partner
Membership No. 14523
Date : 30.05.2015
Place : Chennai
NOTES FORMING PART OF THE FINANCIAL
STATEMENTS FOR THE YEAR ENDED MARCH 31, 2015
102
CONSOLIDATED CASH FLOW STATEMENT
FOR THE PERIOD ENDED 31ST MARCH 2015
(Rupees in Lakhs)
31.03.2015 31.03.2014
A. CASH FLOW FROM OPERATING ACTIVITIES
NET PROFIT BEFORE INTEREST, TAX AND
EXTRAORDINARY ITEMS (3,423.41) (1309.95)
Adjustments for :
Depreciation 15.69 22.56
Provision for written off 2,193.09 164.40
Finance Charges 1,090.33 941.17
Loss on sale of Assets – 0.22
Provision No longer required – (4.70)
3,299.11 1,123.65
OPERATING PROFIT BEFORE
WORKING CAPITAL CHANGES (124.30) (186.30)
Adjustments for :
Trade and other receivables / Stock on Hire 102.74 111.26
Other working capital changes 15.00 13.48
Increase / Decrease in provisions (2.20) 0.65
Other Current Liabilities (21.81) (11.00)
93.73 114.39
CASH GENERATED FROM OPERATIONS (30.56) (71.91)
Direct Taxes Paid – –
Cash Flow before Extraordinary Items (30.56) (71.91)
Extraordinary Items – –
Net Cash Flow from Operating Activities (30.56) (71.91)
B. CASH FLOW FROM INVESTING ACTIVITIES
(Purchase)/Sale of Fixed Assets – (11.53)
NET CASH FROM INVESTING ACTIVITIES – (11.53)
103
C. CASH FLOW FROM FINANCING ACTIVITIES
Proceeds from Borrowings of Banks and Financial Institutions 1,089.44 910.12
Proceeds from Unsecured Borrowings – –
Proceeds from Directors / Group Companies – –
Finance Charges (1,090.30) (941.17)
NET CASH FROM IN FINANCING ACTIVITIES (0.86) (31.05)
D. Net Increase / (Decrease) in Cash & Cash equivalents (31.42) (114.49)
E. Opening Cash & Cash Equivalents 163.14 277.63
F. Closing Cash & Cash Equivalents 131.72 163.14
(Rupees in Lakhs)
31.03.2015 31.03.2014
CONSOLIDATED CASH FLOW STATEMENT
FOR THE PERIOD ENDED 31ST MARCH 2015
AUDITORS’ CERTIFICATE
We have examined the above Cash Flow Statement for the period ended 31st March 2015. The statement has been
prepared in accordance with the requirements of Clause 32 of the listing agreement with the Bombay Stock Exchange
and is based on and in agreement with the corresponding Profit and Loss account and Balance Sheet of the Company
covered by our report to the Members of the Company.
Subject to our report of even date
for P.B. VIJAYARAGHAVAN & CO
Chartered Accountants
Firm Regn No. 004721S
K. RAJAGOPALAN
Date : 30.05.2015 Partner
Place : Chennai Membership No. 14523
In terms of our report attached
for P.B. VIJAYARAGHAVAN & CO S. BALACHANDER S. MAHADEVAN
Chartered Accountants Managing Director Director
Firm Regn No. 004721S
B. PRAKASH
K. RAJAGOPALAN Wholetime Director
Partner
Membership No. 14523
Date : 30.05.2015
Place : Chennai
Regd. Office : 14, Ramakrishna Street, T. Nagar, Chennai 600 017
CIN: L65921TN1986PLC013626
ATTENDANCE SLIP
PLEASE COMPLETE THIS ATTENDANCE SLIP AND HAND IT OVER AT ENTRANCE OF
THE MEETING HALL. ONLY MEMBERS OR THEIR PROXIES ARE ENTITLED TO BE
PRESENT AT THE MEETING.
FOLIO NO:
I hereby record my presence at the TWENTY-EIGHTH ANNUAL GENERAL MEETING, to be held
at Balamandir German Hall, (Unit of Balamandir Kamaraj Trust), 17, Prakasam Street, T. Nagar,
Chennai – 600 017 on Friday the 25th September 2015 at 10.00 a.m. as a Shareholder / Proxy*
.............................................................................. .........................................................................................
NAME OF PROXY IN BLOCK LETTERS SIGNATURE OF THE SHAREHOLDER / PROXY
*Strike whichever is not applicable
""
DFL Infrastructure Finance Limited
Regd. Office: 14, Ramakrishna Street, T. Nagar, Chennai 600 017
CIN: L65921TN1986PLC013626
Form No. MGT - 11
PROXY FORM
[Pursuant to Section 105(6) of the Companies Act, 2013 and Rule 19(3) of the Companies (Management
and Administration) Rules, 2014]
Name of the Member (s) : .........................................................................................................
Registered Address : .........................................................................................................
Email ID : .........................................................................................................
Folio No. Client Id, DP ID : .........................................................................................................
I / We, being the member (s) holding.....……...… shares of the above named company, hereby appoint
1. Name : ........................................................ Address : .............................................................
E-mail ID : ........................................................ Signature : .............................................................
or failing him,
2. Name : ........................................................ Address : .............................................................
E-mail ID : ........................................................ Signature : .............................................................
or failing him,
3. Name : ........................................................ Address : .............................................................
E-mail ID : ........................................................ Signature : .............................................................
as my / our proxy to attend and vote (on a Poll) for me / us and on my / our behalf at the 28th Annual
General Meeting of the Company, to be held on Friday, 25th September, 2015 at 10.00 AM at to be held
at Balamandir German Hall, (Unit of Balamandir Kamaraj Trust), 17, Prakasam Street, T. Nagar,
DFL Infrastructure Finance Limited
""
Chennai - 600 017, Tamilnadu and at any adjournment thereof in respect of such Resolutions as are
indicated below:
Resolution
NoDescription of Resolution
Type of
Resolution
Optional
For Against
1 Adoption of Accounts for the year ended Ordinary
31st March 2015 and Report of Directors and Resolution
Auditors thereon
2 Re-appointment of Mr. Bakthavathsalu Prakash Ordinary
as Director who Ordinary retires by rotation Resolution
3 Ratification of appointment of Ordinary
M/s P B Vijayaraghavan & Co., Chartered Resolution
Accountants, as Statutory Auditors
Special Business
4 Appointment of Mr. Dakshinamurthy Ordinary
Radhakrishnan as a Director Resolution
5 Appointment of Mr. Balasubramanian Ordinary
Ramaiah as a Director Resolution
6 Appointment of Ms. Gomathi Shankar Ordinary
as a Director Resolution
Signed this …………………………………………day of ……………………………………….2015
Signature of Shareholder
Signature of Proxy holder(s)
Note:
1 This form of Proxy in order to be effective should be duly completed and deposited at the Registered
Office of the Company, not later than 48 hours before the commencement of the Meeting.
2 It is optional to put a "X" in the appropriate column against the Resolutions indicated in the box. If
you leave the 'For' or 'Against' column blank against any or all Resolutions, your Proxy will be
entitled to vote in the manner as he / she thinks appropriate.
3 Please complete all details of Member(s) in the above box before submission.
Rs.1.00
Revenue
Stamp
DFL Infrastructure Finance Ltd.
No. 14, Ramakrishna Street,
Off : North Usman Road,
T. Nagar, Chennai – 600 017.
If undelivered, Please return to:
BOOK POST
To
