Peerless Financial Products Distribution Ltd. …Mr. Susim Mukul Datta Mr. Patit Paban Ray Mr. Ajay Kumar Doshi Mr. Jayanta Roy CHAIRMAN Mr. Susim Mukul Datta MANAGING DIRECTOR & CHIEF

103

PEERLESS FINANCIAL PRODUCTS DISTRIBUTION LIMITED(Previously known as Peerless Developers Ltd.)

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

Annual Report & Accounts2014-15

104


AUDIT COMMITTEE

Mr. Ajay Kumar Doshi – Chairman

Mr. S. M. Datta – Member

Mr. Jayanta Roy – Member

NOMINATION &REMUNERATION COMMITTEE

Mr. P. P. Ray – Chairman

Mr. S. M. Datta – Member

Mr. A. K. Doshi – Member

KEY MANAGERIAL PERSONS

Mr. Jayanta RoyManaging Director &Chief Executive Officer

Mr. Subhabrata TalukdarCompany Secretary cumCompliance Officer

Mr. Arnab Kumar BasuChief Financial Officer &Vice President (IT & HR)(Effective till 4th June, 2015)

Ms. Samadrita ChakravartyChief Financial Officer(With effect from 5th June, 2015)

BOARD OF DIRECTORS

Mr. Sunil Kanti Roy

Mr. Susim Mukul Datta

Mr. Patit Paban Ray

Mr. Ajay Kumar Doshi

Mr. Jayanta Roy

CHAIRMAN

Mr. Susim Mukul Datta

MANAGING DIRECTOR &CHIEF EXECUTIVE OFFICER

Mr. Jayanta Roy

COMPANY SECRETARY CUMCOMPLIANCE OFFICER

Mr. Subhabrata Talukdar

BANKERS

State Bank of IndiaHDFC BankICICI BankUnited Bank of IndiaCorporation Bank

STATUTORY AUDITOR

Walker Chandiok & Co. LLPChartered AccountantsFirm Reg. No: 001076N/N5000136th Floor, Plot No. 19ASector 16A, Noida – 201301Uttar Pradesh, India.

REGISTERED OFFICE

1(H-L), Chowringhee Square4th Floor, Kolkata-700069Ph. No. - (033) 4030 4700Website-www.peerlessfpd.co.in

CORPORATE IDENTIFICATION NO.

U70109WB1987PLC042819

105


DIRECTORS’ REPORT

TO THE MEMBERS

Your Directors have pleasure in placing before you the 27th Annual Report on the business and operations of the Companyand the audited financial accounts for the year ended 31st March, 2015.

FINANCIAL RESULTS :

A summary of the financial results for the year 2014-15, as compared to the previous year, are given below:

Particulars Amount Amount(Rupees in lacs) (Rupees in lacs)

2014-15 2013-14

Total Revenue 2136.31 2098.61

Total Expenses 3542.19 3370.16

Profit/(Loss) before Tax (1405.88) (1271.55)

Less : Provision for Current Tax (incl. Deferred Tax) 12.44 6.10

Profit/(Loss) after Tax (1418.32) (1277.65)

Add : Balance brought forward from last year (2112.71) (835.06)

Balance Profit/(Loss) transferred to Balance Sheet (3531.03) (2112.71)

BUSINESS ENVIRONMENT DURING THE YEAR:

The insurance penetration and density are the measures that reflect the level of development of a country’s insurancesector. While insurance penetration is measured as the percentage of total insurance premium to gross domestic product,insurance density is calculated as the ratio of premium to population (per capita premium). Data from the IRDA showsthat India now stands much below the global average of 6.5 percent of GDP in insurance spread at 3.96 percent.

A turbulent economy coupled with a tough regulatory environment has led to an uncertainty in the insurance sector,with business numbers seeing a drop and joint venture partners exiting ventures.

Over the last two-three years, despite household savings remaining the same, financial savings have come down. TheRBI data, last year, revealed that it had fallen to 8 percent from around 12 percent earlier. Slowdown in the economyand other macro-economic factors affected the allocation of investments towards financial services products. However,very surprisingly the insurance data vis-à-vis household savings remained more or less constant at around 22-23 percentof overall savings. This shows the need for insurance is getting a pull among customer’s choice for protection.

COMPANY’S OPERATIONS:

Financial Products Distribution (FPD) business:

Your Directors would like to inform that the Company was converted into an exclusive financial products distributionCompany w.e.f.15th May, 2012. The business position of the company was not an exception to the position of industry.The company is engaged in the business of distribution of General Insurance, Life Insurance and Mutual Fund products.The Company earned Commission on Insurance Products during the year under review of Rs.15,76,25,000 ( correspondingprevious year Rs. 16,79,57,000). The company also earned Brokerage and Commission on other Financial Productsof Rs. 68,83,000 (corresponding previous year 38,66,000). The company incurred expenses during the period underreview of Rs. 34,13,30,000 (corresponding previous year Rs. 32,97,78,000). The Insurance Law has been amendedand new amended Statute being Insurance (Amendment) Act, 2014 has been notified and effective. The InsuranceRegulatory and Development Authority of India (IRDA) has also issued Exposure Draft on IRDA (Registration of Corporate

106


Agents) Regulations, 2015 and the same is under process of discussion and implementation. The said Regulation, ifnotified and effective will allow the Corporate Agents like the Company to become the Agent of more than one insurerin each insurance sector of Life, General and Health, subject to compliance of other provisions as prescribed. Thesaid Regulations, if notified and effective will give more opportunity to the company to increase its revenue earnings.

EXTRACT OF ANNUAL RETURN:

Pursuant to Section 92(3) and 134(3) of the Companies Act, 2013 and Companies (Management & Administration)Rules, 2014, the extract of the Annual Return for the financial year ended as on 31st March, 2015 is appended hereunderas Annexure-1

DEPOSIT/FIXED DEPOSIT:

The Company has not accepted/renewed any public deposits during the period under review.

DIVIDEND:

The Company has incurred loss, so your Directors do not recommend any dividend on equity shares and preferenceshares for the year under review.

AMOUNT TRANSFERRED TO RESERVES:

The Board of the company considering the financial position has proposed not to carry any amount to its reserves.

BOARD MEETINGS:

The Board met five (5) times during the year under review viz., on 21st May, 2014, 30th July, 2014, 27th November,2014, 9th February, 2015 and on 30th March, 2015. The maximum interval between any of these two meetingsdid not exceed 120 days.

The details of the Board meetings of F.Y. 2014-15:

Name of Director Date of Meeting and Attendance

21st May, 30th July, 27th November, 9th February, 30th March,2014 2014 2014 2015 2015

Mr. S. M. Datta Yes Yes Yes Yes Yes

Mr. S. K. Roy Yes Yes Yes Yes Yes

Mr. P. P. Ray Yes Yes Yes Yes Yes

Mr. A. K. Doshi Yes Yes Yes Yes Yes

Mr. Jayanta Roy Yes Yes Yes Yes Yes

COMMITTEES OF THE BOARD:

There are currently two Committees of the Board:-Audit Committee and Nomination and Remuneration Committee.During the year, in accordance with the Companies Act, 2013, the Board has changed the nomenclature of the committeenamely Remuneration Committee to Nomination and Remuneration Committee, pursuant to Section 178(1) of theCompanies Act, 2013. The details of the Committees alongwith their composition and meetings held during the yearare provided herein below.

• Audit Committee:

The Audit Committee comprises of Mr. A. K. Doshi, Mr. Jayanta Roy and Mr. S. M. Datta. Mr. A. K. Doshi hasbeen appointed as the Chairman of the Committee. The Composition of the Audit Committee and its terms of referenceare in conformity with section 177 of the Companies Act, 2013. The committee had 3 (three) meetings during theyear i.e. on 21st May, 2014, 30th July, 2014 and on 26th November, 2014.

107


Name of Director Date of Meeting and Attendance

21st May, 2014 30th July, 2014 26th November, 2014

Mr. A. K. Doshi Yes Yes Yes

Mr. S. M. Datta Yes Yes Yes

Mr. Jayanta Roy Yes Yes Yes

• Nomination and Remuneration Committee

The Nomination and Remuneration Committee comprises of Mr. P. P. Ray, Mr. A. K. Doshi and Mr. S. M. Datta.Mr. P. P. Ray has been appointed as the Chairman of the Committee. The composition of the Committee and itsterms of reference are in conformity with Section 178 of the Companies Act, 2013. The committee had no meetingduring the year under review. The Company (PFPDL) recognizes the importance of aligning business objects with specificand measurable individual objects and targets. The Board is therefore under the process of formulating the remunerationpolicy for its Directors, Key Managerial Personnel and other employees keeping in view of the following objects :-

1) Ensuring that the level and position of remuneration is reasonable and sufficient to attract, retain and motivate,to run the Company successfully;

2) Ensuring that relationship of remuneration to performance is clear and meets the performance benchmark;

3) Ensuring that remuneration involves a balance between fixed and incentive pay reflecting short and long termperformance objectives property to the working of the Company and its goal.

The Board believes that the present composition structure is commensurate with industry based practices in terms ofremunerating non-executive/independent Directors of a Company of similar size, and adequately compensates for thetime and contribution made by our non-executive/independent Directors.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:

Pursuant to Section 186 of the Companies Act, 2013, the company has not given any loans, guarantees or investmentsduring the period under review.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

Pursuant to the provisions of Section 188(1) of the Companies Act, 2013 the contracts or arrangements entered intoby the Company with the related parties are under the ordinary course of business and on arms length basis.

Your directors draw attention of the members to note 25 to the financial statement which sets out related party disclosures.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THECOMPANY:

There have been no material changes and commitments, that, affecting the financial position of the Company forthe period under review which took place between the end of the financial year to which the financial statementsrelate and the date of the report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS ANDOUTGO:

Particulars relating to Conservation of Energy and Technology Absorption as required to be furnished under Section134(3)(m) of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 does not apply to the Company.There was no Foreign Exchange earnings during the year, however, the company has made payment in foreign currencytowards purchase and maintenance of software from Sales Force.com Singapore Pvt. Ltd. at - Rs. 38,05,126 (equivalentto US$ 70962.40).

RISK MANAGEMENT POLICY:

The basic activities in any risk management system include Risk Identification, Risk assessment and Risk control. Thecompany has incorporated Risk Based Internal Audit which would benefit the company by identifying the risks at the

108


initial level, degree of risk it possess and the likelihood of its occurrence. The Risk management policy of the companywill involve reviewing the operations of the organization followed by identifying potential threats and the likelihoodof their occurrence, after that taking appropriate actions to address the most likely threats. The process also involveson deciding how to manage it, thereafter implementing the management technique by measuring the ongoing effectivenessof management and taking appropriate corrective measures. There is no significant risk to the business of the Company.The Company’s internal control systems are commensurate with the nature of its business and its size and the Auditorsas well as Audit Committee is satisfied with that. The Company at present does not have any specific Risk ManagementPolicy. However, your Directors are formulating a specific Risk Management Policy in compliance with the provisionsof the Companies Act 2013, which will be entrusted with the responsibility to assist the Board in – (a) overseeingand approving the Company’s enterprise wide risk management framework; and (b) overseeing all the risks whichthe organization faces such as strategic, financial, market, liquidity, security, property, IT, legal, regulatory, reputationaland other risks that will be indentified and assessed and there will be adequate Risk Management Infrastructure inplace, capable of addressing those risks.

DIRECTOR(S) AND KEY MANAGERIAL PERSONNEL (KMP’s):

The Company’s Board of Directors comprises of:

Sl. No. Name of Director Category

1. Mr. S. M. Datta Non-Executive, Independent Director

2. Mr. S. K. Roy Non-Executive Director

3. Mr. P. P. Ray Non-Executive Director

4. Mr. A. K. Doshi Non-Executive, Independent Director

5. Mr. Jayanta Roy Executive Director

Pursuant to the applicable provisions of the Companies Act, 2013, Mr. P. P. Ray, Director will retire by rotation atthe ensuing Annual General Meeting of the shareholders. Mr. P. P. Ray, being eligible offers himself for re-appointment.

Pursuant to Section 2(19) and 203 of the Companies Act, 2013, the company has appointed Mr. Arnab Basu asthe Chief Financial Officer, being one of the Key Managerial Personnel during the year 2014-15. Mr. Basu was appointedw.e.f. 31st July, 2014. The Key Managerial Personnel of the company comprises of:

Sl. No. Name of Key Managerial Personnel Designation

1. Mr. Jayanta Roy Managing Director & Chief Executive Officer (MD & CEO)

2. Mr. SubhabrataTalukdar Company Secretary cum Compliance Officer

3. Mr. Arnab Basu Chief Financial Officer & Vice President (IT & HR)

Mr. Arnab Basu – Chief Financial Officer & Vice President (IT & HR) vide his letter dated 06/04/2015 resigned fromthe employment of the Company effective 04/06/2015 and the Nomination & Remuneration Committee in its meetingdated 08/04/2015 has recommended the acceptance of resignation of Mr. Basu. The Board of Directors in its meetingdated 24/04/2015 accepted the resignation of Mr. Arnab Basu effective 04/06/2015. The Nomination & RemunerationCommittee in its meeting dated 21/05/2015 has recommended the appointment of Ms. Samadrita Chakravarty asChief Financial Officer (CFO) of the Company with effect from 05/06/2015. The Board of Directors in its meetingdated 22/05/2015 has appointed Ms. Samadrita Chakravarty as CFO of the Company with effect from 05/06/2015.

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

Pursuant to the Companies Act, 2013 the Board is in the process of formulating the statement policy indicating themanner of formal annual evaluation of its own performance, its Directors, and that of its committees. The Board

109


believes that the present composition structure is commensurate with industry based practices in terms of remuneratingnon-executive/independent Directors of a Company of similar size, and adequately compensates for the time andcontribution made by our non-executive/independent Directors.

STATEMENT IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROL WITH REFERENCETO THE FINANCIAL STATEMENTS:

The Company has in balance adequate internal financial controls with reference to financial statements. During theyear, such controls were tested and no reportable material weaknesses in the design or operation were observed.

DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received Declarations pursuant to Section 149(6) of the Companies Act, 2013 from Mr. A. K.Doshi and Mr. S. M. Datta, Independent Directors confirming that they meet the criteria of Independence as prescribedunder the Act and the same has been recorded by the Board.

AUDITORS:

The Statutory Auditors, M/s. Walker Chandiok & Co. LLP, having office at 7th floor, Plot No. 19A, Sector 16A,Noida – 201301 (UP) India, hold office upto the ensuing Annual General Meeting, and being eligible offer themselvesfor reappointment subject to ratification by the shareholders in the ensuing Annual General Meeting pursuant to Section139 of the Companies Act, 2013.

EXPLANATION BY THE BOARD ON COMMENTS MADE IN THE AUDITORS’ REPORT:

Pursuant to Section 143 of the Companies Act, 2013 and Companies (Audit and Auditors) Rules, 2014, the notesto the Accounts referred to in the Auditors’ Report are self-explanatory, and does not contain any adverse remark,therefore, does not call for any further comment by the Board.

SIGNIFICANT OR MATERIAL ORDER PASSED BY THE COURT, TRIBUNAL:

During the year under review no significant or material orders have passed by Court or Tribunal.

DIRECTORS’ RESPONSIBILITY STATEMENT:

Pursuant to provisions of Section134 (3)(c) and 134(5) of the Companies Act, 2013, the Directors confirm that:

a) In the preparation of the annual accounts, the applicable accounting standards had been followed along withproper explanation relating to material departures;

b) The directors have selected such accounting policies and applied them consistently and made judgments and estimatesthat are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company atthe end of the financial year and of the loss of the Company for that period;

c) The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordancewith the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraudand other irregularities;

d) The directors have prepared the annual accounts on a going concern basis; and

e) The directors have devised proper systems to ensure compliance with the provisions of all applicable laws andthat such systems were adequate and operating effectively.

PREVENTION OF SEXUAL HARASSMENT COMMITTEE:

Pursuant to the provisions of the Sexual Harassment of the Women at the Workplace (Prevention, Prohibition andRedressal) Act, 2013, the Board has promulgated a policy on sexual harassment of women at workplace and hasalso constituted Internal Complaints Committee consisting of four employees and one external philanthropist workingfor the cause of women. During the period under review the company has not received any complaint from any employeesor others. The Committee held its meeting on 24th June, 2014 and 25th July, 2014 for the year 2014-15.

110


ACKNOWLEDGEMENT:

Your Directors wish to place on record their sincere thanks to the Customers, IRDA, SEBI, Government of West Bengaland Union Government of India, Principal Insurers, Banks, Contractors and the Consulting Engineers for their patronageas well as valued support and co-operation.

The patronage and co-operation received from the principals of the insurance business, M/s. Max Life Insurance Co.Ltd. and M/s. Iffco-Tokio General Insurance Co. Ltd., are thankfully acknowledged by the Directors, as also the trustreposed by them in the Company.

Your Directors recognize the devotion and contribution of the employees at all levels and look forward to their increasedinvolvement and dedicated services in the journey ahead.

Your Directors take this opportunity to express their appreciation and express their thanks for the continued support,co-operation and guidance received from the holding company, viz, The Peerless General Finance & Investment Co.Ltd.

Registered Office :

1(H-L) Chowringhee Square, 4th FloorKolkata-700 069

Dated : 22nd May, 2015

For and on behalf of the Board

Ajay Kumar Doshi

P. P. Ray

Jayanta Roy — Managing Director & CEO

— Directors

111


Form No. MGT-9EXTRACT OF ANNUAL RETURN as on financial year ended on 31st March, 2015

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

I. REGISTRATION AND OTHER DETAILS:

i) CIN : U70109WB1987PLC042819

ii) Registration Date : 10th August, 1987

iii) Name of the company : M/s. Peerless Financial Products Distribution Limited(formerly known as Peerless Developers Ltd)

iv) Category/Sub-Category of the company : Public Company/ Limited by Shares

v) Address of the RegisteredOffice and contact details : 1(H-L), Chowringhee Square, 4th Floor, Kolkata- 700069.

Ph. No:(033) 4030 4700

vi) Whether listed company Yes/No : No

vii) Name, Address and contact details ofRegistrar & Transfer Agents (RTA), if any : N.A.

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business activities contributing 10 % or more of the total turnover of the company shall be stated:-

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

1. Commission on soliciting and 66220 - Activities of 86.39procuring Insurance Products insurance agents andas Corporate Agent brokers

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES -

Sl. Name and address CIN/GLN Holding/ % of ApplicableNo. of the Company Subsidiary/ shares Section

Associate held

1. The Peerless General Finance U66010WB1932PLC007490 Holding 100 Section 2(46)& Investment Company Limited Company of Companies3, Esplanade East, Act, 2013Kolkata - 700 069

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

i) Category-wise Share Holding

a) All the Equity shares are held by our Holding Company, M/s. The Peerless General Finance & InvestmentCompany Ltd., a Body Corporate.

b) No shares are pledged or encumbered during the period under review.

c) There has been no change in the Promoter's shareholding during the period under review.

d) The Directors and Key Managerial Personnel do not hold any shares individually. Mr. Jayanta Roy, MD &CEO, Mr. S. K. Roy and Mr. P. P. Ray, Directors each hold 40 shares as nominee of PGFI jointly withPGFI. No other KMP hold any shares.

Annexure – 1

112


V. INDEBTEDNESS:

There are no loans & advances taken by the Company till date.

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

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

(Amount in thousands)

Sl. No. Particulars of Remuneration Name of MD/WTD/ Manager Total Amount

Mr. Jayanta Roy

1 Gross salary

(a) Salary as per provisions contained insection 17(1) of the Income-tax Act, 1961 10,905.40 10,905.40

(b) Value of perquisites u/s 17(2) Income-taxAct, 1961 1,729.37 1,729.37

(c) Profits in lieu of salary under section17(3) Income- tax Act, 1961 NA NA

2 Stock Option NA NA

3 Sweat Equity NA NA

4 Commission NA NA

5 Others, please specify NA NA

Income exempted under IT Act 985.23 985.23

Total (A) 13,620 13,620

6 Ceiling as per the Act Pursuant to Rule 7 sub rule (2) of Companies(Appointment and Remuneration of Managerial

Personnel) Rules, 2014

B. Remuneration to other directors : (Amount in thousands)

Sl. No. Particulars of Remuneration Name of Directors Total Amount

1 Independent Directors Mr. S.M. Datta Mr. A.K. Doshi

Fee for attending board committee meetings 80 80 160

Commission NA NA NA

Others, please specify NA NA NA

Total (1) 80 80 160

2 Other Non-Executive Directors Mr. S.K. Roy Mr. P.P. Ray

Fee for attending board committee meetings 50 50 100

Commission NA NA NA

Others, please specify NA NA NA

Total (2) 50 50 100

Total (B)=(1+2) 130 130 260

Total Managerial Remuneration 130 130 260

Overall Ceiling as per the Act Not Exceeding Rs. 1 lac for every meeting attended.

113


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

(Amount in thousands)

Sl. No. Particulars of Remuneration Key Managerial Personnel

1 Gross salary Company CFO TotalSecretary

(a) Salary as per provisions contained insection 17(1) of the Income-tax Act, 1961 1,359.27 3,246.73 4,606.00

(b) Value of perquisites u/s 17(2)Income-tax Act, 1961 100 162.56 262.56

(c) Profits in lieu of salary undersection 17(3) Income-tax Act, 1961 NA NA NA

2 Stock Option NA NA NA

3 Sweat Equity NA NA NA

4 Commission NA NA NA

- as % of profit NA NA NA

others, specify… NA NA NA

5 Others, please specify NA NA NA

Income exempted under IT Act 223.68 375.71 599.39

Total 1,683 3,785 5,468

VII. PENALTIES/PUNISHMENT/COMPOUNDING OF OFFENCES:

During the year the company has not paid any penalties,nor has been punished or compounded for any offencesduring the year under review.

* NA denotes Not Applicable

114


INDEPENDENT AUDITORS’ REPORTTo the Members of Peerless Financial Products Distribution Limited

Report on the Financial Statements

1. We have audited the accompanying financial statements of Peerless Financial Products Distribution Limited (“theCompany”), which comprise the Balance Sheet as at 31 March 2015, the Statement of Profit and Loss, theCash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatoryinformation.

Management’s Responsibility for the Financial Statements

2. The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act,2013 (“the Act”) with respect to the preparation of these financial statements, that give a true and fair view ofthe financial position, financial performance and cash flows of the Company in accordance with the accountingprinciples generally accepted in India, including the Accounting Standards specified under Section 133 of the Act,read with Rule 7 of the Companies (Accounts) Rules, 2014 (as amended). This responsibility also includes maintenanceof adequate accounting records in accordance with the provisions of the Act; safeguarding the assets of the Company;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 maintenanceof adequate internal financial controls, that were operating effectively for ensuring the accuracy and completenessof the accounting records, relevant to the preparation and presentation of the financial statements that give atrue and fair view and are free from material misstatement, whether due to fraud or error.

Auditor’s Responsibility

3. Our responsibility is to express an opinion on these financial statements based on our audit.

4. We have taken into account the provisions of the Act, the accounting and auditing standards and matters whichare required to be included in the audit report under the provisions of the Act and the Rules made thereunder.

5. We conducted our audit in accordance with the Standards of Auditing specified under section 143(10) of theAct. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtainreasonable assurance about whether the financial statements are free from material misstatement.

6. An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in thefinancial statements. The procedures selected depend on the auditors’ judgment, including the assessment of therisks of material misstatement of the financial statements, whether due to fraud or error. In making those riskassessments, the auditor considers internal financial controls relevant to the Company’s preparation of the financialstatements 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 internalfinancial controls system over financial reporting and the operating effectiveness of such controls. An audit alsoincludes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimatesmade by the Company’s Directors, as well as evaluating the overall presentation of the financial statements.

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

Opinion

8. In our opinion and to the best of our information and according to the explanations given to us, the aforesaidfinancial statements give the information required by the Act in the manner so required and give a true and fairview in conformity with the accounting principles generally accepted in India, of the state of affairs of the Companyas at 31 March 2015, and its loss and its cash flows for the year ended on that date.

115


Report on Other Legal and Regulatory Requirements

9. As required by the Companies (Auditor’s Report) Order, 2015 (“the Order”) issued by the Central Governmentof India in terms of Section 143(11) of the Act, we give in the Annexure a statement on the matters specifiedin paragraphs 3 and 4 of the Order.

10. 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 andbelief were necessary for the purpose of our audit;

b. in our opinion, proper books of account as required by law have been kept by the Company so far as itappears from our examination of those books;

c. the financial statements dealt with by this report are in agreement with the books of account;

d. in our opinion, the aforesaid financial statements comply with the Accounting Standards specified under Section133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014 (as amended);

e. on the basis of written representations received from the directors as on 31 March 2015 and taken on recordby the Board of Directors, none of the directors is disqualified as on 31 March 2015 from being appointedas a director in terms of Section 164(2) of the Act; and

f. with respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of theCompanies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and accordingto the explanations given to us:

i. as detailed in Note 17 to the financial statements, the Company has disclosed the impact of pendinglitigations on its financial position;

ii. the Company did not have any long-term contracts including derivatives contract for which there wereany material foreseeable losses; and

iii. there were no amounts which were required to be transferred to the Investor Education and ProtectionFund by the Company.

Place: ChandigarhDate: 22 May 2015

For Walker Chandiok & Co LLPChartered Accountants

Firm Registration No.: 001076N/N500013

per Lalit KumarPartner

Membership No.: 095256

116


Annexure to the Independent Auditor’s Report of even date to the members of PeerlessFinancial Products Distribution Limited, on the financial statements for the year ended31 March 2015

Based on the audit procedures performed for the purpose of reporting a true and fair view on the financial statements of theCompany and taking into consideration the information and explanations given to us and the books of account and otherrecords examined by us in the normal course of audit, we report that:

(i) (a) The Company has maintained proper records showing full particulars, including quantitative details and situationof fixed assets.

(b) All fixed assets have not been physically verified by the management during the year, however, there is a regularprogram of verification once in two years, which, in our opinion, is reasonable having regard to the size of theCompany and the nature of its assets. No material discrepancies were noticed on such verification.

(ii) The Company does not have any inventory. Accordingly, the provisions of clause 3(ii) of the Order are notapplicable.

(iii) The Company has not granted any loan, secured or unsecured to companies, firms or other parties covered in theregister maintained under section 189 of the Act. Accordingly, the provisions of clauses 3(iii)(a) and 3(iii)(b) of theOrder are not applicable.

(iv) Owing to the nature of its business, the Company does not maintain any physical inventories or sells any goods.Accordingly, clause 3(iv) of the Order with respect to purchase of inventories and sale of goods is not applicable.In our opinion, there is an adequate internal control system commensurate with the size of the Company and thenature of its business for the purchase of fixed assets and for the sale of services. During the course of our audit,no major weakness has been noticed in the internal control system in respect of these areas.

(v) The Company has not accepted any deposits within the meaning of Sections 73 to 76 of the Act and the Companies(Acceptance of Deposits) Rules, 2014 (as amended). Accordingly, the provisions of clause 3(v) of the Order are notapplicable.

(vi) To the best of our knowledge and belief, the Central Government has not specified maintenance of cost recordsunder sub-section (1) of Section 148 of the Act, in respect of Company’s services. Accordingly, the provisions ofclause 3(vi) of the Order are not applicable.

(vii) (a) The Company is regular in depositing undisputed statutory dues including provident fund, employees’ stateinsurance, income tax, sales-tax, wealth tax, service tax, duty of customs, duty of excise, value added tax, cess andother material statutory dues, as applicable, with the appropriate authorities except for in case of municipal taxesfor which a provision has been recognized in financial statements in this year. Further, no undisputed amountpayable in respect thereof were outstanding at the year-end for a period of more than six months from the date theybecome payable.

Annexure to the Independent Auditor’s Report of even date to the members of Peerless Financial ProductsDistribution Limited, on the financial statements for the year ended 31 March 2015

(b) The dues outstanding in respect of income-tax, sales-tax, wealth tax, service tax, duty of customs, duty of excise,value added tax and cess on account of any dispute, are as follows:

Name of the statute

Nature of

dues

Amount

(Rs. inthousands)

Amount PaidUnder Protest

(Rs. inthousands)

Period to

which theamount relates

Forum wheredispute ispending

The Income Tax Income Tax 2,575.25 Nil 1992-1993 High Court,Act, 1961 Kolkata

Finance Act, 1994 Service Tax 16,675.64 1,590.33 2006-2007 to CESTAT(read with Service 2010-2011 Tax Rules, 1994)

117


(c) There were no amounts which were required to be transferred to the Investor Education and Protection Fund bythe Company in accordance with the relevant provisions of the Companies Act, 1956 (1 of 1956) and rules madethereunder. Accordingly, the provisions of clause 3(vii)(c) of the Order are not applicable.

(viii) In our opinion, the Company’s accumulated losses at the end of the financial year are more than fifty per cent ofits net worth. The Company has incurred cash losses in the current and the immediately preceding financial year.

(ix) The Company has no dues payable to a financial institution or a bank or debenture-holders during the year.Accordingly, the provisions of clause 3(ix) of the Order are not applicable.

(x) The Company has not given any guarantees for loans taken by others from banks or financial institutions.Accordingly, the provisions of clause 3(x) of the Order are not applicable.

(xi) The Company did not have any term loans outstanding during the year. Accordingly, the provisions of clause 3(xi)of the Order are not applicable.

(xii) No fraud on or by the Company has been noticed or reported during the period covered by our audit.

Place: ChandigarhDate: 22 May 2015


Firm Registration No.: 001076N/N500013

per Lalit KumarPartner

Membership No.: 095256

118


BALANCE SHEETAS AT 31 MARCH, 2015

As at As atNotes 31 March 2015 31 March 2014

EQUITY AND LIABILITIES

Shareholders' FundsShare Capital 3 4,85,685 4,85,685Reserves and Surplus 4 (3,53,103) (2,11,271)

1,32,582 2,74,414

Non-Current LiabilitiesLong-term provisions 5 12,019 9,842

12,019 9,842

Current LiabilitiesTrade payables 6 16,985 28,235Other current liabilities 7 58,603 47,831Short-term provisions 5 1,302 2,068

76,890 78,134

TOTAL 2,21,491 3,62,390

ASSETS

Non-Current AssetsFixed Assets

Tangible Assets 8 10,388 15,932Intangible Assets 9 10,949 7,490

Non-current investments 10 3,452 3,452Deferred Tax Assets (net) 11 — 2,353Long - term Loans and Advances 12 35,124 40,221

59,913 69,448

Current AssetsCurrent investments 13 — 62,719Trade receivables 14 21,824 22,703Cash and Bank Balances 15 1,25,815 1,89,074Short - term Loans and Advances 12 13,862 16,918Other Current Assets 16 77 1,528

1,61,578 2,92,942

TOTAL 2,21,491 3,62,390

Notes 1 to 27 form an integral part of these financial statements.

This is the balance sheet referred to in our report of even date.

(All amounts in Thousand, unless otherwise stated)

Subhabrata TalukdarCompany Secretary cumCompliance Officer

For and on behalf of the Board of Directors

Ajay Kumar Doshi

P. P. Ray


Arnab Basu — Chief Financial Officer &Vice President (IT & HR)

— Directors

Kolkata22 May, 2015

For Walker Chandiok & Co LLPChartered AccountantsFirm Reg. No. 001076N/N500013

Per Lalit KumarPartnerM. No. 095256

Chandigarh22 May 2015

119


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

Year ended Year endedNotes 31 March 2015 31 March 2014

Revenue

Revenue from operations 18 1,82,458 1,77,809Other income 19 31,173 32,052

Total revenue 2,13,631 2,09,861

Expenses

Employee benefit expenses 20 1,65,751 1,72,675Depreciation and amortisation expense 21 12,889 7,238Other expenses 22 1,75,579 1,57,103

Total expenses 3,54,219 3,37,016

Profit/(loss) before tax (1,40,588) (1,27,155)

Tax expenseDeferred tax for earlier years 2,353 468Current tax for earlier years (1,109) 142

Loss for the year from continuing operations (1,41,832) (1,27,765)

Profit from discontinuing operations 23 — 7,185Tax expense of discontinuing operations 23 — 1,093

Profit from discontinuing operations (after tax) — 6,092

Loss for the year (1,41,832) (1,21,673)

Earnings per equity share 24From continuing operations

Basic (3.30) (2.98)Diluted (3.30) (2.98)

Notes 1 to 27 form an integral part of these financial statements.

This is the statement of profit and loss referred to in our report of even date.







Ajay Kumar Doshi

P. P. Ray



— Directors

Kolkata22 May 2015

120


Year ended Year ended31 March 2015 31 March 2014

Cash flows from operating activities

Profit/(loss) before tax (1,40,588) (1,27,155)

Adjustments for non-cash transactions

Depreciation and amortisation expense 12,889 7,238

(Profit)/Loss on sale of assets (net) 19 20

(Profit)/Loss on sale of investments (net) (53) (534)

Liabilities no longer required written back (11,651) (9,962)

Interest income (11,834) (10,995)

Dividend income (3,236) (7,623)

(13,866) (21,856)

Operating profit before working capital changes (1,54,454) (1,49,011)

(Increase)/decrease in trade receivables 879 (4,056)

(Increase)/decrease in long-term loans and advances 1,185 —

(Increase)/decrease in short-term loans and advances 3,056 (4,519)

(Increase)/decrease in other current assets 1,451 —

Increase/(decrease) in long-term provisions 2,177 —

Increase/(decrease) in short-term provisions (766) —

Increase/(decrease) in trade payables 401 —

Increase/(decrease) in current liabilities 10,772 24,271

Cash flow from Operations – Continuing Operations (1,35,299) (1,33,315)

Cash flow from Operations – Discontinued Operations — (14,252)

Income taxes paid 5,021 1,859

Net cash from operating activities (1,30,278) (1,45,708)

Cash flows from investing activities

Purchase of Fixed assets (11,786) (17,604)

Proceeds from sale of Fixed assets 963 1,023

Purchase of Investments (2,03,879) (91,123)

Fixed Deposits 57,364 5,448

Proceeds from sale of Investments 2,66,651 2,08,000

Interest received 11,834 11,170

Dividends received 3,236 7,623

Cash flow from investing activities – Continuing Operations 1,24,383 1,24,537

Cash flow from investing activities – Discontinued Operations — 31,493

Net Cash from investing activities 1,24,383 1,56,030

CASH FLOW STATEMENTFOR THE YEAR ENDED 31 MARCH, 2015


121


CASH FLOW STATEMENT(CONTD.)


Net increase/(decrease) in cash and cash equivalents (5,895) 10,322

Cash and cash equivalents as at the beginning of the period 40,510 30,188

Cash and cash equivalents as at the end of the year 34,615 40,510

Reconciliation of cash and cash equivalents

Cash and bank balances as per Note 15 1,25,815 1,89,074

Less: Other bank balances 91,200 1,48,564

Cash and cash equivalents considered for cash flow 34,615 40,510

Notes :

The above Cash Flow Statement has been prepared under the indirect method as set out in AS 3 on Cash Flow Statementsas notified under Section 133 of the Act and reallocation required for this purpose are as made by the Company.

This is the cash flow statement referred to in our report of even date




Ajay Kumar Doshi

P. P. Ray



— Directors

Kolkata22 May 2015




122


Notes to the financial statements for the year ended 31 March 2015

1 Company overview

Peerless Financial Products Distribution Limited ("the Company") (formerly known as Peerless Developers Limited)was incorporated in 1987 and is primarily engaged in the business of financial products distribution. The distributedproducts include life insurance, general insurance and mutual funds. The Company was previously engaged in thebusiness of real estate development which has been discontinued since the year 2013-14.

2. Significant Accounting Policies

a) Basis of Preparation of Financial Statements:

The financial statements are prepared under the historical cost convention in accordance with the generallyaccepted accounting principles in India ("Indian GAAP") and comply in all material respects with the mandatoryAccounting Standards ("AS") prescribed under section 133 of the Companies Act, 2013 ("the Act") read withRule 7 of the Companies (Accounts) Rules, 2014 (as amended), and with the relevant provisions of the Actand pronouncements of the Institute of Chartered Accountants of India ("ICAI"). The accounting policies appliedby the Company are consistent with those used in the prior period.

All assets and liabilities have been classified as current or non-current as per the Company's normal operatingcycle and other criteria set out in Schedule III to the Act. Based on the nature of work, the Company hasascertained its operating cycle as up to twelve months for the purpose of current and non-current classification

of assets and liabilities.

b) Use of Estimates

The preparation of financial statements are in conformity with Indian GAAP requires management to makeestimates and assumptions that affect the reported amount of assets and liabilities, disclosure of contingentliabilities at the date of financial statements and the reported amounts of revenues and expenses during thereporting period. Actual results could differ from these estimates. Any change in the accounting estimates isadjusted prospectively in the current and future periods.

c) Revenue Recognition

Revenue is recognized to the extent it is probable that the economic benefits will flow to the Company andthe recoverability is reasonably assured.

• Commission on insurance products is recognized on the commencement or renewal of the related policiesafter receipt of necessary approval from the Insurer.

• Brokerage and Commission on other financial products are recognized on confirmation of the transactions.

• Interest income on deposits with banks is recognized in time proportion basis taking into account the amountoutstanding and the rate applicable.

d) Fixed Assets:

Fixed assets (tangible and intangible) are stated at cost, net of depreciation/amortization. The cost of an assetcomprises its purchase price and any cost directly attributable for bringing the asset to its working conditionand location for its intended use.

e) Depreciation/Amortization

Depreciation on tangible assets is provided on written down value method over the useful lives of assets prescribedunder Schedule II of the Act. Furniture & fixtures in leasehold premises are depreciated over a period of 3years on Straight Line Basis. In respect of additions, depreciation is provided on pro-rata basis from the date

123


of acquisition/installation. Written down value of all assets acquired prior to 1 April 2014 are being depreciatedover their remaining useful life as prescribed in Schedule II of the Act. Intangible assets (computer software)are amortized over a period of 3 years on Straight Line Basis.

f) Investments

Investments that are readily realizable and intended to be held for not more than a year are classified as currentinvestments. All other investments are classified as long-term investments. Current investments are carried atlower of cost and fair value determined on an individual investment basis. Long-term investments are carriedat cost. Provision for diminution in value is made to recognize a decline other than temporary in value ofthe long-term investments.

g) Impairment

Management periodically assesses using external and internal sources where there is an indication that an assetmay be impaired. Impairment occurs when the carrying value exceeds the present value of future cash flowsexpected to arise from the continuing use of the asset and its eventual disposal. The impairment loss to be

recognized is determined as the excess of the carrying amount over the higher of asset's net selling price andpresent value as determined above. An impairment loss is reversed if there has been a change in the estimatesused to determine the recoverable amount. An impairment loss is recorded only to the extent that the asset'scarrying amount does not exceed the carrying amount that would have been determined net of depreciationor amortization, if no impairment loss has been recognized.

h) Transactions in Foreign Exchange

Foreign currency transactions are accounted for at the exchange rate prevailing on the date of the transaction.Exchange differences arising due to the differences in the exchange rate between the transaction date and thedate of settlement of any monetary item is recognized in the statement of profit and loss.

Monetary assets and liabilities denominated in foreign currency are translated at the exchange rate prevalentat the date of the balance sheet and resultant gain/loss, if any, is recorded as an income or expense in theperiod in which they arise.

i) Taxes

Tax expense comprises of current and deferred tax. Current tax is measured at the amount expected to bepaid to the tax authorities in accordance with the Income-tax Act, 1961. Deferred tax reflect the impact oftiming differences between taxable income and accounting income for the period and reversal of timing differencesof earlier periods.

The deferred tax charge or credit and the corresponding deferred tax liabilities or assets are recognized using

the tax rates that have been enacted or substantively enacted by the balance sheet date. Deferred tax assetsare recognized only to the extent there is reasonable certainty that the assets can be realized in future; however,where there is unabsorbed depreciation or carried forward loss under taxation laws, deferred tax assets are recognizedonly if there is virtual certainty of realization of such assets. Deferred tax assets are reviewed at each balancesheet date and written down or written-up to reflect the amount that is reasonably/virtually certain (as the casemay be) to be realized.

j) Provisions, Contingent Assets and Contingent Liabilities

The Company creates a provision when there is a present obligation as a result of a past event that probablyrequires an outflow of resources and a reliable estimate can be made of the obligation. A disclosure for acontingent liability is made when there is a possible obligation or a present obligation that may, but probably


124


will not, require an outflow of resources. When there is a possible obligation or a present obligation in respectof which the likelihood of outflow of resources is remote, no provision or disclosure is made.

Provisions are reviewed at each balance sheet date and adjusted to reflect the current best estimate. If it isno longer probable that an outflow of resources would be required to settle the obligation, the provision isreversed.

Contingent assets are not recognized in the financial statements. However, contingent assets are assessedcontinually and if it is virtually certain that an inflow of economic benefits will arise, the asset and relatedincome are recognized in the period in which the change occurs.

k) Employee Benefits

The Company's obligation towards various employee benefits has been recognized as follows:

Short-term employee benefits

All employee benefits payable/available within twelve months of rendering the service are classified as short-term employee benefits. Benefits such as salaries, wages and bonus etc., are recognized in the statement ofprofit and loss in the period in which the employee renders the related service.

Defined contribution plan

Contribution to provident fund/super annuation fund is a defined contribution plan. Such contributions aredeposited with the Fund Commissioner and charged to the statement of profit and loss.

Defined benefit plan

Gratuity and compensated absences are defined benefit plans. The present value of obligations under suchdefined benefit plan is determined based on actuarial valuation carried out by an independent actuary using

the Projected Unit Credit Method, which recognizes each period of service as giving rise to additional unit ofemployee benefit entitlement and measures each unit separately to build up the final obligation.

The obligation is measured at the present value of estimated future cash flows. The discount rates used fordetermining the present value of obligation under defined benefit plan, is based on market yields on Governmentsecurities as at the balance sheet date, having maturity periods approximating to the terms of related obligations.

Treatment of actuarial gains or losses

Actuarial gains and losses are recognized immediately in the statement of profit and loss. Gains or losses onthe curtailment or settlement of any defined benefit plan are recognized when the curtailment or settlementoccurs.

l) Earnings per share

Basic earnings per share is calculated by dividing the net profit or loss for the year attributable to equity shareholdersby the weighted average number of equity shares outstanding during the period. For the purpose of dilutedearnings per share, the net profit or loss for the year attributable to equity shareholders and the weighted averagenumber of equity shares outstanding during the period are adjusted for the effects of all dilutive potential equityshares.


125


3 Share Capital

As at 31 March 2015 As at 31 March 2014

Number Amount Number Amount

Authorised share capital

Equity Shares of Rs. 10 each 5,50,00,000 5,50,000 5,50,00,000 5,50,000

Preference shares of Rs. 100 each

12% Non-Cumulative Preference Shares 1,00,000 10,000 1,00,000 10,000

7% Redeemable Cumulative Preference Shares 5,00,000 50,000 5,00,000 50,000

6,10,000 6,10,000

Issued, Subscribed and Fully Paid up

Equity shares of Rs. 10 each 4,40,68,536 4,40,685 4,40,68,536 4,40,685

Preference shares of Rs. 100 each

7% Redeemable Cumulative Preference Shares (Refer Note (a) below) 2,50,000 25,000 2,50,000 25,000

7% Redeemable Cumulative Preference Shares (Refer Note (b) below) 2,00,000 20,000 2,00,000 20,000

4,85,685 4,85,685

TOTAL 4,85,685 4,85,685



Note:

(a) These shares are held by the Holding Company of the Company. In terms of the Scheme of Arrangement, these sharesare to be redeemed within five years from the same being effective i.e. 2nd December, 2010, the earliest date ofredemption.

(b) These shares are held by the Holding Company of the Company. In terms of the Scheme of Arrangement, these sharesare to be redeemed at a premium of Rs. 20 per share within seven years from the same being effective i.e. 2ndDecember, 2010, the earliest date of redemption.



a) Reconciliation of Equity share capital

Balance at the beginning of the year 4,40,68,536 4,40,685 4,40,68,536 4,40,685Add : Issued during the year — — — —

Balance at the end of the year 4,40,68,536 4,40,685 4,40,68,536 4,40,685

b) Reconciliation of 7% Redeemable Number Amount Number AmountCumulative Preference Shares

Balance at the beginning of the year 2,50,000 25,000 2,50,000 25,000Add : Issued during the year — — — —

Balance at the end of the year 2,50,000 25,000 2,50,000 25,000

126




As at As at31 March 2015 31 March 2014

4 Reserves and surplusSurplus in the statement of profit and lossBalance at the beginning of the year (2,11,271) (89,598)Add : Transferred from the statement of profit and loss (1,41,832) (1,21,673)

Balance at the end of the year (3,53,103) (2,11,271)



c) Reconciliation of 7% RedeemableCumulative Preference Shares

Balance at the beginning of the year 2,00,000 20,000 2,00,000 20,000Add : Issued during the year — — — —

Balance at the end of the year 2,00,000 20,000 2,00,000 20,000

d) Shareholders holding more than 5% of the shares Number % of holding Number % of holding

Equity shares of Rs. 10 eachThe Peerless General Finance & Investment Company Limited 440,68,536 100 440,68,536 1007% Redeemable Cumulative Preference Shares of Rs. 100 each

The Peerless General Finance & Investment Company Limited 2,50,000 100 2,50,000 1007% Redeemable Cumulative Preference Shares of Rs. 100 each

The Peerless General Finance & Investment Company Limited 2,00,000 100 2,00,000 100

e) Terms and rights attached

Equity Shares: The Company has only one class of equity shares having a par value of Rs.10 per share. Each holder of equityshares is entitled to one vote per share. The Company declares and pays dividend in Indian rupees, if any.

The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing general meeting.During the current financial year the Company has not proposed/declared any dividend.

Preference Shares: Redeemable preference shares carry 7% fixed dividend on cumulative basis on outstanding unredeemedportion of the amount.

In the event of liquidation of the Company, the holder of preference shares shall be entitled to receive assets of the Company, beforeits distribution to equity shareholders. The distribution will be in proportion to the number of preference shares held by preferenceshareholders.


Non-current Current Non-current Current

5 Provisions

Provisions for gratuity (Also refer note (a) below) 3,326 — 2,928 348Provisions for compensated absences 8,693 1,302 6,914 1,720

12,019 1,302 9,842 2,068

127



Change in projected benefit obligationProjected benefit obligation at the beginning of the year 3,536 6,318Service cost 1,344 2,827Interest cost 426 716Actuarial (gain)/loss (65) (4,119)Benefits paid (664) (2,206)

Projected benefit obligation at the end of the year 4,577 3,536

Change in plan assetsFair value of plan assets at the beginning of the year 259 526Expected return on plan assets 34 58Actuarial gain/(loss) 69 (11)Employer contributions 1,552 1,891Benefits paid (664) (2,206)

Fair value of plan assets at the end of the year 1,250 258

Actual return on Plan Assets 103 47

Reconciliation of present value of obligation onthe fair value of plan assetsPresent value of projected benefit obligation at the end of the year 4,577 3,536Funded status of the plans 1,250 258

Liability/(asset) recognized in the balance sheet 3,327 3,278

Components of net gratuity costs areService cost 1,344 2,827Interest cost 426 716Expected returns on plan assets (34) (58)Recognized net actuarial (gain)/ loss (134) (4,108)

Net gratuity costs 1,602 (623)

Assumptions usedDiscount rate 7.95% 9.30%Rate of return on plan assets 7.50% 7.50%Experience adjustments on plan liabilities (733) (27)Experience adjustments on plan assets 69 (11)



a) Employee benefitsThe Company has taken a group gratuity for its employees with the Life Insurance Corporation of India (LIC). Underthis policy the eligible employees are entitled to receive gratuity payments upon their resignation or death in lump sumafter deduction of necessary taxes.

The following table set out the status of the gratuity plan as required under Accounting Standard (AS) - 15 - Employeebenefits and the reconciliation of opening and closing balances of the present value of the defined benefit obligation.

128




Notes

i) Assumptions relating to future salary increases, attrition, interest rate for discount & overall expected return on Assetshave been considered based on relevant economic factors such as inflation, market growth and other factorsapplicable to the period over which the obligation is expected to be settled. Expected rate of return on Plan Assetsis based on actuaries expectation of the above long term rate of return expected on investment of the fund duringthe estimated term of the obligations.

ii) As per AS-15, Liability for Leave Encashment have been categorized as other long term employee benefits andtherefore above disclosure as made for Gratuity are not applicable in this respect.

iii) For certain employees, the Company has taken a gratuity policy with Life Insurance Corporation of India, the fundsof which are managed by the insurer. Therefore, the percentage of investments in GOI securities, public financialinstitutions etc. are not ascertainable.

iv) Expected contribution for Gratuity in the next year Rs. 1,000 (Previous Year Rs. 1,000).


6 Trade payablesDues to others 16,985 28,235

16,985 28,235

There are no amounts that need to be disclosed in accordance with the Micro Small and Medium EnterpriseDevelopment Act, 2006 (the ‘MSMED Act’) pertaining to micro or small enterprises. For the year ended 31 March 2015,no supplier has intimated the Company about its status as micro or small enterprises or its registration with theappropriate authority under MSMED Act.

7 Other current liabilitiesAmount Payable to Insurance Companies/Mutual Fund 27,600 21,833Advance Received from Insurance Company — 708Advance from Customers– Construction — 722Statutory Dues (TDS, Service Tax, ESI, WCT etc.) 2,893 4,384Other payables 28,110 20,184

58,603 47,831

Table for 5 years actuarial valuation disclosures for Gratuity

2014-15 2013-14 2012-13 2011-12 2010-11

Defined benefit obligation 4,577 3,536 6,318 8,647 8,107Plan assets 1,250 258 526 — —(Surplus)/Deficit 3,327 3,278 5,792 8,647 8,107Net actuarial loss/(gain) recognized during the current year 4 (4,130) (767) (4,420) 559

129


8Tangib

le a

ssets

Gro

ss b

lock

Buil

din

gs

Ele

ctr

ic F

urn

iture

Vehic

les

Off

ice

Com

pute

rs T

ota

l In

stall

ati

ons

and

equip

ment

and D

ata

and

fixtu

res

Pro

cess

ing

equip

ment

Unit

s

Bala

nce a

s at 1 A

pri

l 2013

4,7

12

— 3

5 5

,141

932

3,5

68

14,3

88

Additi

ons

——

6,7

26

1,0

86

2,1

44

2,9

26

12

,88

2D

isposa

ls 1

,204

——

1,2

95

91

— 2

,590

Bala

nce a

s at 31 M

arc

h 2

014

3,5

08

— 6

,761

4,9

32

2,9

85

6,4

94

24,6

80

Additi

ons

— 2

7 1

,55

1—

60

8 8

26

3,0

12

Dis

posa

ls—

——

1,4

27

57

— 1

,484

Bala

nce a

s at 31 M

arc

h 2

015

3,5

08

27

8,3

12

3,5

05

3,5

36

7,3

20

26,2

08

Accum

ula

ted d

epre

cia

tion a

nd a

mort

izati

on

Bala

nce a

s at 31 M

arc

h 2

013

1,9

86

— 3

4 9

56

597

2,5

21

6,0

94

Dep

reci

atio

n c

harg

e 1

25

— 7

60

1,1

97

41

2 6

79

3,1

73

Rev

ersa

l on

dis

po

sal o

f ass

ets

17

5 —

— 3

13

31

— 5

19

Bala

nce a

s at 31 M

arc

h 2

014

1,9

36

— 7

94

1,8

40

978

3,2

00

8,7

48

Dep

reci

atio

n c

harg

e 1

00

7 2

,54

6 9

42

1,3

03

2,6

76

7,5

74

Rev

ersa

l on

dis

po

sal o

f ass

ets

48

9 1

3 5

02

Bala

nce a

s at 31 M

arc

h 2

015

2,0

36

7 3

,340

2,2

93

2,2

68

5,8

76

15,8

20

Net

blo

ck

Bala

nce

as

at

31

Marc

h 2

01

4 1

,57

2—

5,9

67

3,0

92

2,0

07

3,2

94

15

,93

2B

ala

nce

as

at

31

Marc

h 2

01

5 1

,47

2 2

0 4

,97

2 1

,21

2 1

,26

8 1

,44

4 1

0,3

88

Note

s

Dep

reci

atio

n in

clu

des

ch

arg

e fo

r d

isco

ntin

ued

op

eratio

ns

Rs.

Nil,

Pre

vio

us

year

Rs.

38

1.2

5.

In a

cco

rdan

ce w

ith

Sch

edu

le II

of t

he

Act

, th

e w

ritt

en d

ow

n v

alu

e o

f tan

gible

ass

ets

have

bee

n c

harg

ed to

sta

tem

ent o

f pro

fit a

nd

loss

, wh

ose

rem

ain

ing

use

ful l

ife

as

on

1 A

pri

l 20

14

is N

il.

Had

the

dep

reci

atio

n b

een

ch

arg

ed b

ase

d o

n th

e ra

tes

spec

ifie

d in

Sch

edu

le IV

of t

he

Co

mp

an

ies

Act

, 19

56

, th

e lo

ss fo

r th

e ye

ar

wo

uld

have

bee

n lo

wer

by

Rs.

23

68

.

Note

s to

the fin

ancia

l st

ate

ments

for th

e y

ear ended 3

1 M

arc

h 2

015

(All

am

ou

nts

in

Th

ou

san

d, u

nle

ss o

ther

wis

e st

ate

d)

130




9 Intangible assets

Gross block Computer Total Software

Balance as at 1 April 2013 7,965 7,965Additions 4,811 4,811Disposals — —

Balance as at 31 March 2014 12,776 12,776

Additions 8,774 8,774Disposals — —


Accumulated depreciation and amortizationBalance as at 31 March 2013 1,590 1,590Depreciation charge 3,696 3,696Reversal on disposal of assets — —


Depreciation charge 5,315 5,315Reversal on disposal of assets — —


Net block

Balance as at 31 March 2014 7,490 7,490Balance as at 31 March 2015 10,949 10,949



10 Non-current investments (non-trade)(Face Value Rs. 10 each unless otherwise stated)

Investments in equity instruments - (Quoted)Shristi Infrastructure Development Corporation Limited 40 2 40 2

Investments in equity instruments - (Unquoted)Peerless Hotels Limited 240 2 240 2Peerless Financial Services Limited 5,72,000 3,448 5,72,000 3,448

3,452 3,452

Aggregate amount ofQuoted investments 2 2Market value of quoted investments 3 3

Unquoted investments 3,450 3,450

131





Non-current Current Non-current Current

12 Loans and advances

Security deposits- Unsecured, considered good 602 82 1,068 61

602 82 1,068 61

Loans and advances to related parties- Unsecured, considered good — — — 4,521

— — — 4,521Other loans and advances- Unsecured, considered good

Advance Tax (net of provision) 34,434 — 38,346 —Capital Advance 62 — — —Loans and Advances to Employees 26 1,657 807 701Advance to suppliers — 2,056 — 1,318Prepaid Expenses — 6,820 — 6,034Other Receivables — 3,247 — 4,283

34,522 13,780 39,153 12,336

35,124 13,862 40,221 16,918


11 Deferred taxes

Deferred tax liabilitiesDifference between depreciation as per theCompanies Act, 2013 and Income-tax Act, 1961 (697) (1,511)

Total (697) (1,511)

Deferred tax assetsExpense allowable on payment basis under the Income-tax Act, 1961 697 3,864

Total 697 3,864

Net deferred tax asset/(liability) — 2,353

In accordance with AS 22, Accounting for Taxes on Income, Deferred Tax assets have been recognised only to the extentof deferred tax liability. Accordingly, the net deferred tax asset as 31 March 2014 has been recognized in the statementof profit and loss.

132





13 Current investmentsFace Value Rs. 10 each, unless otherwise stated)Investments in mutual funds - UnquotedPeerless Ultra Short Term Fund - Super InstitutionalDaily Dividend Reinvestment (Nil; P.Y. 2,724,128 units) — 27,337

Peerless Ultra Short Term Fund - Direct Plan DailyDividend (Nil; P.Y. 499,650 units) — 5,030

Peerless Fixed Maturity Plan Series 6 Direct PlanDividend (Nil; P.Y. 3,000,000 units) — 30,352

Total — 62,719

Aggregate amount ofUnquoted investments — 62,771

14 Trade receivablesOther debtsUnsecured considered good 21,824 22,703

Total 21,824 22,703

15 Cash and bank balancesCash and cash equivalentsCash on hand 27,458 27,733Balances with banks- in current accounts 7,157 12,777

34,615 40,510

Other bank balancesDeposits with maturity more than 3 months but less than 12 months 91,200 1,48,564

91,200 1,48,564

Total 1,25,815 1,89,074

16 Other current assetsInterest receivable 77 1,528

77 1,52817 Contingent liabilities and commitments

Income Tax matters pending before High Court(Net of Provision Rs.1,905 thousand) (Decided infavour of the company at appellate level) 2,217 2,217

Service Tax matter pending in appeal (Excluding Interest) 16,676 16,676

Cumulative dividend on Preference Shares(Including Dividend Distribution Tax) 10,983 7,322

During the year, the Company has received a notice from 11,296Panihati Municipality for payment of arrears of municipaltaxes related to the financial years prior to 2003 amountingto Rs. 21876 (including interest and penalty of Rs. 11296).

133




18 RevenueRevenue from operationsCommission on Insurance Products 1,57,625 1,67,957Brokerage and Commission on Other Financial Products 6,883 3,866

1,64,508 1,71,823Other operating revenuesContest Income 17,950 5,794Others — 192

17,950 5,986

Revenue from operations 1,82,458 1,77,809

19 Other incomeInterest incomeon fixed deposit with banks 9,758 8,829on refund of income tax 1,953 2,146on loans/advances to employees 123 20Liability no longer required written back 11,651 9,962Dividend income from current investments 3,235 534Dividend income from non-current investments 1 —Gain on sale of current investments 53 7,624Miscellaneous Income 4,399 2,937

31,173 32,052

20 Employee benefit expenseSalaries, wages and bonus 1,43,717 1,51,676Contribution to provident and other funds 10,535 8,831Staff welfare expenses 11,499 12,168

1,65,751 1,72,675


A provision of Rs. 10580 towards the municipal taxes has beenrecognized in these financial statements (as a prior period item).The Company is in the process of appealing for waiver of interestand penalty. Since the amount to be recognized in the financialstatements cannot be reliably estimated, interest and penalty ofRs.11296 levied by municipal authorities has been disclosed as aContingent laibility.

Note:-In the opinion of the management, the above claims/demands in (i) to (iii) above are not tenable and future cash outflowsin respect of the same are determinable on receipt of decisions/judgments pending with various forums/authorities.

134





21 Depreciation and amortisation expenseDepreciation of tangible assets (Also, refer note 8) 7,574 3,542Amortisation of intangible assets (Also, refer note 9) 5,315 3,696

12,889 7,238

22 Other expensesElectricity Charges 3,694 4,103Rent (refer note (i) below) 18,705 20,728Repairs and maintenance– Others 16,115 17,170Insurance 1,585 1,877Rates and taxes (refer note 23 below) 11,529 547Incentive and Fee for Renewal Support Services 55,680 54,773Recruitment Expenses 2,751 2,302Training Expenses 966 2,199Sales Promotion and Distribution Expenses 9,760 12,438Audit Fees 787 550Legal and Professional Fees 12,886 7,339Travelling Expenses 23,239 15,280Motor Car Expenses 2,397 2,984Communication Expenses 4,029 4,853Printing & Stationery Expenses 3,065 2,243Loss on sale of fixed assets 19 —Miscellaneous expenses 8,372 7,717

1,75,579 1,57,103Note

i) The company has certain cancelable operating lease arrangements for office accommodation and use of certain furnitureand fixtures with tenure extending one to three years. Terms of arrangements in this respect include option for renewalon specified terms and conditions. Expenditure incurred on account of operating lease rentals during the year andrecognized in Statement of Profit and Loss amount to Rs.18,705 (Previous Year Rs. 20,728)

23 Discontinuing operationsDescription of the discontinuing operations, the business or geographical segment(s) in which it is reported as per AS 17,Segment Reporting, the date and nature of the initial disclosure event, the date or period in which the discontinuanceis expected to be completed if known or determinable;

Carrying amounts, as of the balance sheet date, of the total assets to be disposed of and the total liabilities to be settled

Total assets — 11,472Total liabilities — 1,810

Net assets — 9,662

The amounts of revenue and expenses in respect of the ordinary activities attributable to the discontinuing operationduring the current financial reporting period

135





Revenue

Revenue from operations — 1,16,579Other income — —

— 1,16,579

Expenses — 1,09,013

Profit/(loss) before tax before depreciation — 7,566Depreciation and amortization expense — 381

Profit/(loss) before tax — 7,185

Tax expense — 1,093

Profit/(loss) after tax — 6,092

The discontinuance of the construction business was completed during the financial year ended 31 March 2014. Duringthe year, the Company has received a notice from Panihati Municipality for payment of arrears of municipal taxes relatedto the financial years prior to 2003 amounting to Rs. 21876 (including interest and penalty of Rs. 11296). A provisionof Rs. 10580 towards the municipal taxes has been recognized in these financial statements (as a prior period item).The Company is in the process of appealing for waiver of interest and penalty. Since the amount to be recognized inthe financial statements cannot be reliably estimated, interest and penalty of Rs. 11296 levied by municipal authoritieshas been disclosed as a Contingent laibility.

24 Earning per share

a) Computation of profit for computingEPS - Continuing Operations

Net profit/(loss) for the year (1,41,832) (1,27,765)

Less: Dividend Payable on Preference Share Capitalincluding tax thereon (3,661) (3,661)

Profit attributable to equity shareholder (1,45,493) (1,31,426)

b) Computation of profit for computing EPS - Total

Net profit/(loss) for the year (1,41,832) (1,21,673)

Less: Dividend Payable on Preference Share Capitalincluding tax thereon (3,661) (3,661)

Profit attributable to equity shareholder (1,45,493) (1,25,334)

No. of Shares Outstanding 4,40,68,536 4,40,68,536

Basic earnings per share - Continuing Operations (3.30) (2.98)Diluted earnings per share - Continuing Operations (3.30) (2.98)

136




25 Related parties

a) Name of the related parties

Relationship Name

Holding company The Peerless General Finance & Investment Co. Ltd

Peerless Hotels Ltd

Peerless Securities Ltd

Peerless Hospitex Hospital & Research Center Ltd

Peerless Financial Services Ltd

Group Enterprises and Companies Peerless Funds Management Co. Ltd

under common control Peerless Trust Management Co. Ltd

Kaizen Hotels & Resorts Ltd

Bengal Peerless Housing Development Co. Ltd

Peerless Mutual Fund (Managed by Peerless Fund Mgmt. Co. Ltd)

Kaizen Leisure & Holidays Ltd

Mr. Jayanta Roy, Managing Director & Chief Executive Officer

Mr. Arnab Basu, Chief Financial Officer & Vice President (IT & HR)

Key management personnel (KMP) Mr. Subhabrata Talukdar, Company Secretary cum Legal &Compliance Officer

137


Particulars Year ended on 31.03.2015 Year ended on 31.03.2014

Remuneration

Mr. Jayanta Roy 13,620 12,357Mr. Arnab Basu 3,785 3,700Mr. Subhabrata Talukdar 1,683 1,451

Nature of Holding Associates, Group Enterprises and Companies under common controlTransactions Company

The Peerless Peerless Peerless Peerless Peerless Kaizen Peerless Bengal Kaizen

General Hotels Securities Hospitex Financial Hotels & Mutual Fund Peerless Leisure &

Finance & Ltd. Ltd. Hospital & Services Resorts (Managed by Housing Holidays

Investment Research Ltd. Ltd. Peerless Fund Development Ltd.

Co. Ltd. Center Ltd. Mgmt. Co. Ltd.) Co. Ltd.

1. Revenue from Operations:

Real estate — — — — — — — — —(12,000) — — — — — — — —

Total — — — — — — — — —(12,000) — — — — — — — —

2. Other Income:

a) Miscellaneous Income — — — — — — — — —(2,992) — — — — — — — —

b) Reimbursement of Expenses 6,341 — — — — — 44 — —(8,067) — (6) (14) — — (17) (14) —

c) Dividend Income — — — — — — 3,235 — —

— (1) — — — — (7,624) — —

d) Brokerage & commissionon Other Financial Products — — — — — — 6,412 — —

— — — — — — (3,247) — —

Total 6,341 — — — — — 9,691 — —(11,059) (1) (6) (14) — — (10,888) (14) —

3. Expenses:

a) Rent Paid 18,057 — — — — — — — — (21,038) — — — — — — — —

b) Other Expenses(including Prepaid) 13,626 432 1 — — 6 — — 10,313

(17,704) (523) (592) (8) — — — — (4,934)

c) Dividend on Preference — — — — — — — — —Shares — — — — — — — — —

Total 31,683 432 1 — — 6 — — 10,313(38,742) (523) (592) (8) — — — — (4,934)

4. Investments:

a) Purchase — — — — — — 2,01,302 — —— — — — — — (83,500) — —

b) Sales — — — — — — 2,66,598 — —— — — — — — (2,08,000) — —

5. Advance Paid — — — — — — — — —— — — — — — — — (2,316)

6. Sale of Fixed Assets — — — — — — — — — (1,116) — — — — — — — —

b) Transactions with related parties:



c) Transactions with key management personnel:

138


Nature of Holding Group Enterprises and Companies under common controlTransaction Company

The Peerless Peerless Peerless Peerless Peerless Kaizen Peerless Bengal Kaizen

General Hotels Securities Hospitex Financial Hotels & Mutual Fund Peerless Leisure &

Finance & Ltd. Ltd. Hospital & Services Resorts (Managed by Housing Holidays

Investment Research Ltd. Ltd. Peerless Fund Development Ltd.

Co. Ltd. Center Ltd. Mgmt. Co. Ltd.) Co. Ltd.

a) Trade Receivables 548 — — — — — 251 — —— — — — — — (397) — —

b) Loans and Advances — — — — — — — — —(2,205) — — — — — — — (2,316)

c) Other Payable 2,990 — — — — — — — —(1,100) — — — — — — — —

d) Equity Share Capital 4,40,685 — — — — — — — —(4,40,685) — — — — — — — —

e) 7% Redeemable CumulativePreference Shares 45,000 — — — — — — — —

(45,000) — — — — — — — —

f) Investments in Equity Shares — 2 — — 3,448 — — — —— (2) — — (3,448) — — — —

g) Investments in Mutual Funds — — — — — — — — —— — — — — — (62,718) — —

Note : The remuneration to the key managerial personnel does not include the provisions made for Gratuity and Leave Benefits, as they are determinedon an actuarial basis for the company as a whole.

e) No amount has been written off or written back during the year in respect of above parties.

26 The Company's business activities include distribution of financial products and is a single segment company.

27 Previous year figures have been regrouped or rearranged whenever necessary.

d) Balances with related parties at year end


Per Lalit KumarPartner




Ajay Kumar Doshi

P. P. Ray



— Directors

Kolkata22 May 2015



Documents

Peerless Financial Products Distribution Ltd. …Mr. Susim Mukul Datta Mr. Patit Paban Ray Mr. Ajay Kumar Doshi Mr. Jayanta Roy CHAIRMAN Mr. Susim Mukul Datta MANAGING DIRECTOR & CHIEF