annual report 2018 · insurance the organization has tied up with dhfl pramerica life insurance...

ANNUAL REPORT

2017-2018

NIGHTINGALE FINVEST PVT.LTD. LETS DO SOMETHING FOR PEOPLE

MISSION:

To economically empower the low-

income segment, especially women,

by providing access to need-based

financial services in a cost-effective

manner on a sustainable basis.

VISION:

We see Nightingale as the most

trusted Microfinance brand in

India, providing access to diverse

financial services to one lakh

families by 2020.

VALUES:

1. Accountability

2.Transperancy

3. Honesty

4. Respect to all

5. Punctuality

6. Dynamic

7. Empathy.

BOARD OF DIRECTORS

Mr. Mantu Nath Sarma Mr. Pratap Chakravarty Mr. Rukunuddin Ahmed Managing Director Director (Operation) Director(Finance)

Mrs. Olee Bora Mr .Kanchan Dutta,CA Mr. A.Ramanathan Nominee Director, Independent Director Independent Director,Ex North Eastern Development CGM NABARD Finance Corporation Ltd.(NEDFi)

THE LEADERSHIP TEAM

Gopal Chandra Kalita, Kabita Das Mrinmoy Das. Adviser (IA & C), Asst. Manager(Operation) Manager MIS & IT Ex-AGM,RBI,Ex-MD, Nalbari Urban Co-operative Bank Ltd.

Anamika Kalita Manoj Kalita Sanjay Paul Office Assistant Asst. Manager( Accounts) Astt. Manager( MIS)

Anup Kr.Thakuria Prasanta Sarma Bedabrat Bharadwaj Asst. Manager(Operation) Asst.Manager(Audit) Data Opeartor

NFPL – CHRONOLOGY OF EVENTS

OUR INVESTORS

FINANCIAL PARTNERS

Institutional profile March 2016 March 2017 March 2018 No. of State 4 4 4 No. of Districts 13 14 15 No. of Blocks 30 38 16 No. of villages 310 545 855 No.of Municipality/Towns 16 18 22 No. of branches 18 24 34 Total staff strength 75 101 136 No. of Credit Officers 34 48 67

Institutional profile March 2016 March 2017 March 2018 Number of groups 5282 6255 7250 No. of centre 1761 7818 8539 No. of borrowers 26407 31271 42698 No. of rural clients 8485 10007 13663 No. of urban and semi-urban

17922 21264 29035

No. of women borrowers 100% 100% 100%

The Board of Directors consist six members including one nominated by North Eastern

Development Finance Corporation and two independent Director appointed by the Board.

All the members of the Board are having long experience in microfinance activities and

they are -

1. Mr. Mantu Nath Sarma Managing Director

2. Mr. Pratap Chakravarty Director (Whole time)

3. Mr. Rukunuddin Ahmed Director (Whole time)

4. Mrs. Olee Bora Nominee Director from NEDFi

5. Mr. Kanchan Dutta Independent Director

6. Mr. A.Ramanathan Independent Director

COMPOSITION OF BOARD

OPERATIONAL RESULTS

Outreach

March 2016 March 2017 March 2018 Loan outstanding (Rs. In

lakh)

2535.65 3667.10 6102.51

Portfolio at Risk NIL Nil Nil

March 2016 March 2017 March 2017

Borrower per Credit Officer

777 652 637

Outstanding per Credit Officer

74.58 76.40 91.08

Outstanding per staff 33.81 36.31 44.87 Outstanding per Branch(average)

140.87 152.80 179.49

Loan Portfolio

Productivity

PERFORMANCE DURING FINANCIAL YEAR 2016-17

The loan during the year ended 2016-17 disbursed to the extent of Rs.3967.34 lakh and in the year 2017-18 disbursed to the extent of Rs. 7223.23 The increase was 54.92% over the last year. Similarly the loan outstanding which was at Rs.3667.10 lakh during the year ended 2016-17 increased to Rs.6102.51 lakh during the year ended 2017-18 and increase was 60.09% over the previous year. The increase of branch offices was 70.59% at the end of 2017-18 over the previous year 2016-17. Continuing with the efforts to provide focused development in all States of the N.E. Region, the Company opened Branch Offices in certain N.E. States including Assam which were earlier concentrated in the State of Assam only. Ten more branch offices in the States of Assam including 3 in underserved areas were opened during the year 2017-18. Branch Network ---------- 2015-16 = 18 2016-17 = 24 2017-18 = 34 The management has decided to open more branch offices to extend its activities to new areas particularly in un-served and underserved areas in N.E.Region in the coming years. The expansion of business depend upon the availability of fund for on-lending to income generating activities.

SECTOR-WISE LOAN PORTFOLIO

For raising the income levels of borrowers belonging to poor, Nightingale extends assistant in rural, semi-urban and urban areas for farm sector, non-farm and service sectors. Out of loan outstanding at Rs.3667.10 lakh, the percentage for farm, non-farm and service sectors as on 31.03.2017 was at 19%, 69% and 12% respectively.

OPERATIONAL UPDATES

Joint Liability Group The delivery of micro credit can be given to poor and unprivileged people of the society either through Self Help Groups or Joint Liability Groups. Out Company has opted for providing micro credit through Joint Liability Group consisting five women within the age group of 18-58 years belonging to poor and low income group of the society for their income generating activities. At the time of formation of Group two Compulsory Group Tests (CGT) for educating the borrowers about the loan products provided by Nightingale Finvest Private Ltd i.e. quantum of loan, rate of interest, processing fee, insurance premium , documents required to be submitted as per KYC norms, responsibilities of each group members and joint liability of each group member are explained to each group by Credit Officer (Field staff) and thereafter a Group Recognization Test (GRT) is held with the members of each group by Branch Manager of the concerned branch along with Credit Officer. The regulation of Joint Liability Group is that any member of the group is unable to repay the loan instalment, the other members of the group will have to repay the loan of defaulting member also. The Credit Officer collect the loan instalments on the date and time fixed at the time of disbursement of loan in each month. The number of groups during the year 2014-15, 2015-16 and 2016-17 were 4135, 5282 and 6255 respectively.

CLIENTELE

Nightingale Finvest Private Limited is working for bringing in a visible impact on the socio economic development of poor and unprivileged people in N.E.Region. Due to poor infrastructure, backwardness of the area, hilly terrain, natural calamities like flood which is a natural calamities and also man-made obstacles like communal riots, bandhs frequently call, insurgency etc add to difficulties in operating in this region. However, in spite of these obstacles, the Company was able to bring a visible change on the socio-economic development of the poor and unprivileged population of Northeast through its micro credit intervention. During the financial year 2017-18, the number of clients increased to 42698 . There was a substantial growth of clients in every year over the previous year.

CREDIT DEPLOYED

The Company is facing the problems of raising equity/debt fund for pumping the fund in the field as per projection made at the beginning of each year. As against the projection of raising equity fund to Rs.800.00 lakh and debt fund to Rs.5454.50 lakh during the financial year 2016-17, the Company was able to raise equity fund from Rs.490.97 lakh to Rs. 612.97 lakh. Similarly, the debt fund of Rs. 5454.50 lakh was received from banks and financial institutions including NBFCs. During the year the loan was disbursed to the extent of Rs. 7223.23 lakh.

LOAN PORTFOLIO

It is revealed from the data given above that the loan outstanding grow consistently over the previous years during the financial year 2015-16,2016-17 and 2017-18. However, growth would have been better if sufficient fund had been at the hand of the Company for disbursement in the field. Growth was not as desired, due to dislocation faced for certain period by the Company for demonetization of Bank Notes in carrying out micro credit activities in the year 2016-17. As on 31.03.2014, the portfolio outstanding was at Rs.1547.10 lakh. During the year ended 2015-16, 2016-17 and 2017-18 the portfolio outstanding was at Rs.2535.65 lakh, Rs.3667.10 lakh and Rs.6102.51 lakh respectively. One of the cause of low outstanding is that most of the new branch offices were opened during the month of March in every year. The management is making efforts to raise equity as well as debt fund in the coming years.

REPAYMENT

One of the main achievement of the Company is that the loan instalments due from the clients are being collected by our field staff on time and there was no overdue. The repayment rate is 100%. It has always been the endeavour of our staff to bring back the dues from the clients as per date and time fixed as per repayment schedule. The PAR is nil. The management has given more stretch on repayment of loan instalments on time and the field staff have been adequately educated/trained on recovery and the presence of all group members during recovery time

TRAINING AND CAPACITY BUILDING

For new recruits to absorb as Credit Officer is required to undergo induction training for a period of one week and thereafter job training for a period of one month. From time to time all the Branch Managers, Assistant Branch Managers imparted job training to develop their skill and also to acquaint with the development taking place in the activities as well as changing of guidelines issued by regulatory authority. The training is provided keeping in mind to knowledge up-gradation relating to microfinance, MIS etc. The existing Credit Officers were also provided further job training to develop their skill and development taking place in the activities of the Company. Apart from imparting training to staff, the clients are also educated about their responsibilities, new guidelines, if any, good relation with the Company during the course of Compulsory Group Tests and Group Recognization Test.

INSURANCE

The organization has tied up with DHFL Pramerica Life Insurance Company Limited nad Bajaj Allianz Life Insurance Company Ltd to provide the benefits to the clients. All our clients along with their spouses are covered under normal and accidental death. During the year under review i.e. 2016-17, 203 death claims for an amount of Rs.30.03 lakh were submitted by the Company. Only a few death claims have not been settled during the year under review. In addition to insurance coverage of clients and their spouse, the organization has provided the insurance being health coverage to staff and their family members to the extent of Rs.30,000/- in a year.

COMPLIANCE TO RBI NORMS REGARDING NBFC-MFI

The Company was converted by RBI as NBFC-MFI during the year 2014-15. The regulations and guidelines issued by Reserve Bank of India from time to time for NBFC-MFI are being followed and implemented by the Company.

CORPORATE GOVERNANCE

A continuous and ongoing process to have a good Corporate Governance is being practicing by the Company. It is trying to follow the RBI guidelines which envisages adherence to transparency, accountability, responsibility and fairness in all areas of its operations and in all interactions with its stakeholders like customers, employees, investors, financial institutions, Government and the society at large. The functions of the Board is to appoint qualified management team and to monitor to ensure that the Company’s activities are conducted in a responsible, ethical and transparent manner. The Governing Body meets every quarter to evaluate the progress in respect of both operational and financial as well as providing guidance for taking the Company forward.

AUDIT COMMITTEE

The audit committee is headed by a Director of the Company and the name of another Director is included in the Committee. The Adviser and Assistant Internal are invitees to the meeting of Audit Committee. The Audit Committee has been formed to oversee the operations of the activities and compliance of guidelines issued by the Reserve Bank of India. The Committee review the findings of Internal Audit Team and compliance reports submitted by Branch Offices and Head Office. The review is submitted to Managing Director who place the same to Board of Directors.

INTERNAL AUDIT AND INTERNAL CONTROL

Internal Audit Team consist of four staff out of which two are retired senior bank officials, Assistant Manager (Audit) and Assistant Manager (MIS) from Head Office. The Team evaluates on continuous basis the activities of branch offices and also Head Office expenses etc. For effective control and supervision, various aspects regarding compliance of guidelines issued by R.B.I. are verified by the audit team. The Audit Team review the performance of activities and examine that the branch has adhered to the policies and procedures and suggest the measures to strengthen as well as streamline the activities. Some of the branches are audited on fortnightly, monthly and quarterly intervals.

ACCOUNTS

The Company earned an income of Rs.148.44 lakh during the financial year 2017-18. The net profit after paying tax was at Rs.103.91 lakh. The total expenditure during the financial year 2017-18 was at Rs. 916.23 lakh and earning per equity share was Rs.2.36 The net profit of the Company which was at Rs. 78.31 lakh as on 31.03.2017 raised to Rs.103.91 lakh as on 31.03.2018 .

AUDITORS

M/s Surendra K. Jain & Associates, Guwahati were appointed as Statutory Auditors of the Company for the financial year 2015-16. The Accounts have been audited and certified by auditors as per guidelines of Reserve Bank of India/ROC.

SOCIAL PERFORMANCE MANAGEMENT

Through its financial assistance, the Company is persistently improving its social responsibility towards its clients, employees and the community it serves. It relieves the family from financial hardship as ill health disrupts continuous source of income. The Company align its business processes to achieve both social and financial objectives simultaneously. It also educates the people on personal hygiene, nutrition, safe drinking water, proper sanitation, family planning etc. The Company is consistently trying to improve the quality and appropriateness of the financial services provided through systematic assessment of the specific needs of target clients.

FINANCIAL LITERACY PROGRAMME/RBI PROGRAMMES

a) It serves the very purpose of financial inclusion. b) Protects the clients from unscrupulous financial institutions. c) Can take a better decision on financial matters. d) Awareness about insurance for reducing risk. e) Encourage the clients to open account with bank or post office for saving. f) Educates the clients for proper use of technologies offered by financial institutions. g) It helps choosing livelihood activities by the beneficiaries. h) For less educated people it creates blue collar job opportunities. i) It explores the hidden talents of women living in remote areas. j) It gives an opportunity to the entrepreneurs to invest fund for generating sustainable

Income and to be a success entrepreneur. k) Awareness programmes of Reserve Bank of India were arranged at Darrang, Sonitpur,

Barpeta, Bongaigaon and Goalpara districts of Assam.

Tutumoni Patowary resident of Hengrabari,Guwahati

Mrs. Dipi Hazarika, resident of Mangaldoi, Darrang

Mrs. Dipti Hazarika resident of Mangladoi.Darrang

Succes stories

Mrs. Tutumoni Patowary wife of Mr. Bipul Chandra Patowary of Lichu Bagan, Indrapur, Hengrabari,

Guwahati, Assam is engaged in handicraft and make different items out of wood and bamboo.

She started handicraft by taking first cycle loan of Rs.5,000/- (Rupees five thousand ) only from

Nightingale Finvest Private Ltd during the year 2010. Presently she has availed of fourth cycle loan

of Rs.55,000/- (Rupees fifty five thousand) only. She has two girls one of whom is studying Artitech

and other in ITI (Beautician) course. All the family members including her husband and one elder

sister of Mrs. Tutumoni Patowary are engaged in handicraft and make different items for exhibition,

sell in the market. She participates in different Exhibitions in the State as well as outside the State.

2.She has a mind to develop her business for which she requires more fund for investing in her

activities. However, none of the financial institution or Govt. are prepared to provide financial

support to her except Nightingale Finvest Private Ltd. She desires to engage more workers in her

activities and to provide support to poor for their survival. Her living standard is improved after

availing loan from Nightingale Finvest Private Ltd and now she is having the ability (financial) to

support her two daughters for prosecuting their studies.

Mrs. Dipi Hazarika wife of Mr. Satish Hazarika of village No.1 Gerimari, P.O. Mangaldoi, Dist: Darrang,

Assam-784125 started her tailoring business by availing micro credit (first cycle) of Rs.7,000/- from

Nightingale Finvest Private Ltd. She started her business in the beginning with only one sewing

machine. She made the dresses for ladies only. Now she has availed of fifth cycle loan of Rs.35,000/-

and increased her sewing machines to 2. Apart from engaging one tailor another two workers are also

engaged now in her tailoring shop. Due to financial support received from Nightingale Finvest Privae

Ltd she was able to develop her business and also built Assam Type pucca house. Her husband is a

carrying out selling goods etc in the State of Arunachal Pradesh from house to house i.e. ferrywalla.

Mrs. Dipi Hazarika is determine to develop her tailoring activities day by day so that she can provide

support to poor by engaging in her activities. There are five members in her family including one 7

years girl, both father and mother-in-law and here husband. She has expressed her desire to avail of

more loan from Nightingale Finvest Private Ltd to invest more fund in her tailoring activities.

Mrs. Monowara Begum resident of Guwahati

Mrs. Monowara Begum, wife of Jaynur Ali of Gandhibasti, Guwahati-781003, Assam who was engaged

in a Papad Industry run by a South Indian Entrepreneur subsequently became the owner of the said

Papad Industry and to-day she is a success Entrepreneur in Guwahati city. By availing only Rs.5,000/-

micro credit (first cycle loan) she owned the industry and now she has availed of seventh cycle loan

from Nightingale Finvest Private Ltd for investing in her papad industry.Her secciess was brought to

the notice of North Eastern Development Finance Corporation Ltd by Nightingale Finvest Private Ltd

with a view to providing finance for purchasing machineries etc for her Papad industry. She was also

introduced to Punjab National Bank. She not only borrowed term loan of Rs. 4.00 lakh two times

(Rs.2.00 lakh each time) for purchasing machineries etc. but also availed of term loan of Rs.2.56 lakh

from Punjab National Bank. To-day she is satisfied and proud to provide job to about 12 women in her

industry and providing financial support to 12 families. She always expresses her gratitude to

Nightingale Finvest Private Ltd for providing an opportunity to become a success entrepreneur and

also bread and butter to many poor families. She is living with her husband who is also engaged in the

said industry and with her two daughters.

Operational and Financial Highlights

(Amount in Lakh)

Particulars FY 2017-18 FY 2016-17 FY 2015-16

Financial Performance

Total Revenue 1064.67 766.13 558.86

Profit before Tax 148.45 124.92 135.63

Profit after Tax 103.91 78.31 84.78

Operational Performance

No. of States 4 4 4

No. of District 15 14 11

No. of Branches 34 24 18

Total Clients 42699 31271 26407

Gross Loan Portfolio 6102.51 3667.10 2535.64

Key Financial Ratios

CRAR 17.89 17.80 19.37

Yield On Portfolio 17.52 26.95 24.89

Cost of Fund 14.88 13.85 13.69

Retrun on Assets 1.53 1.62 2.13

Retrun on Equity 16.83 15.95 23.61

Gross Loan Portfolio

Client Outreach

Debt Funding

26407

31271

42699

0 10000 20000 30000 40000 50000

Mar-16

Aug-16

Jan-17

Jun-17

Nov-17

Mar-16 Mar-17 Mar-18

Client Outreach 26407 31271 42699

Client Outreach

3384…

4131.78

5803.24

0.00 1000.002000.003000.004000.005000.006000.007000.00

Mar-16

Jul-16

Nov-16

Mar-17

Jul-17

Nov-17

Mar-18


Debt Funding in Lakh 3384.97 4131.78 5803.24

Debt Funding in Lakh

2535.64

3667.10

6102.51

0.00 1000.00 2000.00 3000.00 4000.00 5000.00 6000.00 7000.00

Mar-16

Aug-16

Jan-17

Jun-17

Nov-17

F.Y

EA

R


GLP In Lakh 2535.64 3667.10 6102.51

GLP In Lakh

Distribution of Portfolio in North Eastern

The ‘holistic goal’ and ‘key objective’ of Nightingale Finvest Private Ltd is to help and guide the poor with monetary support, production oriented and income generating drives. The primary object is to provide micro credit to poor and low income group of the society who are not having the opportunity of availing small size of loan from banks for investing in their income generating activities and also remain outreach of banks. The rationale behind the micro credit is to generate income by poor and uplift their economic condition. However, such credit even from big and medium-size Micro Finance Institutions coming from other States of India and operating in N.E,Region is not available in hilly, un-served, underserved areas due to lack of good infrastructure. Nightingale Finvest Private Ltd is providing and also trying to acceletarate

development in toughest corner of N.E.States and venturing into the poorest and most strike prone

areas and create markets where none exist.

2. At the end of 31.03.2018, the number of clients was at 32,632 and portfolio outstanding with them

was Rs.4552.65 lakh. The loan outstanding against managed portfolio as on 31.03.2018 was at

Rs.1549.86 lakh with 10066 clients.

ASSAM,

93.00%

SHILLONG,

1.40%

A.PRADESH,

2.69%

MIZORAM,

2.91%

ASSAM

SHILLONG

A.PRADESH

MIZORAM

0.00% 20.00% 40.00% 60.00% 80.00% 100.00%

Distribution of Portfolio

Distribution of Portfolio

BUSINESS LEADERS SUMMIT & AWARDS 2017

NIGHTINGALE FINVEST PRIVATE LIMITED has been awarde d as the Best Micro Credit Finance Company in Assam in Business Leaders Summit & Awards 2017 at Mumbai on 07.08.2017 in the presence of Cabinet Ministers Govt. of India, Ministers from Govt. of Maharastra and Indian Film Actors.

Collection Meeting Photo

Staff Training 2017-18

Staff Training 2017-18

Report of the Board of Directors

BOARD REPORT

To the Members,

Your Directors have pleasure in submitting their 31st Annual Report of the Company together with the Audited

Statements of Accounts for the year ended 31st March, 2018.

1. FINANCIAL RESULTS

The Company’s financial performance for the year under review along with previous years figures are given

hereunder:

Particulars 31/03/2018

(Rs.)

31/03/2017

(Rs.)

Income from Business Operation 9,84,69,790.00 6,97,08,314.00

Other Income 79,97,822.00 69,05,609.00

Total Income 10,64,67,612.00 7,66,13,923.00

Profit before Tax 1,48,44,515.00 1,24,92,472.00

Less Current Income Tax 45,13,601.00 47,78,302.00

Less Previous Year adjustment of Income Tax - -

Less Deferred Tax (90,458.00) (1,17,379.00)

Net Profit after Tax 10,390,721.00 78,31,549.00

Earning per share (Basic) 2.36 1.92

Earning per share (Diluted) 1.95 1.82

2. DIVIDEND

Your Board of Directors does not propose any dividend to be distributed amongst the Equity shareholders.

Dividend @ 9% is proposed to be payable to Optionally Convertible Preference Shareholders for the financial year

2017-18.

3. TRANSFER TO RESERVE

An amount of Rs. 20,78,144.00 and Rs. 2,95,707.00 was transferred to Statutory Reserve and Portfolio Risk

Reserve respectively during the current financial year.

4. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

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

Companies Act, 2013 do not apply.


5. REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS

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

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

the business of Micro Finance and has been duly grouped by the Reserve Bank of India under MFI category.

During the year under review, the Company has advanced a total sum of Rs. 52,16,68,000.00 /= as against a

sum of Rs. 31,70,40,858/= advanced during the previous financial year and has earned a profit (after tax) of Rs.

1,03,90,721.00/- as against a profit of Rs. 78,31,549/= earned during the previous financial year

6. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINA NCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHIC H THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

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

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

7. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO FINANCIAL STATEMENTS

The Company has in place adequate internal financial controls with reference to financial statements. During the

year under review, such controls were tested and no reportable material weakness in the design or operation

was observed.

8. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The operation of Company do not entails consumption of significant amount of energy. Therefore no material

steps have been undertaken by the Company, during the year under review, for conservation of energy. The

Company has not undertaken any research and development activities during the year under review. There was

no foreign exchange inflow or outflow during the year under review.

9. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK M ANAGEMENT POLICY OF THE COMPANY

The Board of Directors of your Company has laid down a Risk Management Policy for the Company. It identifies

elements of risks inherent to the business pertaining to projects execution, operational and financial, environment,

health and safety, reputation and image, compliance, etc. It also contains a control matrix in respect of sources

and consequences of above risks and control measures to help manage them.

In the opinion of the Board, none of the above mentioned risks threaten the existence of the Company.

10. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

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

provisions are not applicable though the Company do have a CSR Committee. No CSR project was undertaken by

the Company during the financial year.


11. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

The Company being a Non-Banking Finance Company (NBFC) registered with the Reserve Bank of India under

the RBI Act, 1934, engaged in the business of providing MICRO FINANCE, therefore, the provisions of Section

186 of the Companies Act, 2013, are not applicable.

12. RELATED PARTIES TRANSACTIONS

During the Financial Year 2016-17, Related Party Transactions as defined under Section 188 of the Companies

Act, 2013 read with Companies (Meeting of Board and its Powers) Rules, 2014 entered into by the Company were

at arm’s length and in ordinary course of business. Omnibus approval for related party transactions (at arm’s

length and in ordinary course of business) which were foreseen and repetitive in nature was obtained from the

Board of Directors from time to time. The disclosures pertaining to transactions with Related Parties have been

provided in the accompanying ANNEXURE A in prescribed Form AOC-2.

13. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS O R ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPAN Y SECRETARY IN THEIR REPORTS

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

relating to submission of Secretarial Audit Report is not applicable to the Company.

14. COMPANY’S POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMEN T OF REMUNERATION AND DISCHARGE OF THEIR DUTIES

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

applicable to the Company and hence the Company has not devised any policy relating to appointment of

Directors, payment of Managerial remuneration, Directors qualifications, positive attributes, independence of

Directors and other related matters as provided under Section 178(3) of the Companies Act, 2013. Though there

is a Nomination and Remuneration Committee which meets periodically and discusses matters related to

nomination and remuneration of staffs and directors.

15. ANNUAL RETURN

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

(Management and administration) Rules, 2014 is furnished in Annexure B and is attached to this Report.

16. MEETINGS OF THE BOARD OF DIRECTORS

The Company had 18 (Eighteen) Board meetings viz: 27/04/2017, 06/05/2017, 31/05/2017, 12/07/2017,

19/07/2017, 12/08/2017, 21/08/2017, 12/09/2017, 19/09/17, 26/09/2017, 07/10/2017, 14/10/2017,

02/11/2017, 19/01/2018, 25/01/2018, 03/03/2018, 15/03/2018 and 23/03/2018 during the financial year under

review. The number of meetings attended by the Directors during the FY 2017-18 is as follows:

Name of the Directors Number of Meetings attended

Mantu Nath Sarma 18/18

Pratap Chakravarty 18/18

Rukunuddin Ahmed 18/18

Olee Bora 3/18

Kanchan Dutta 3/18

Ramanathan Annamalai 3/18


17. DIRECTORS RESPONSIBILITY STATEMENT

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

responsibility Statement:—

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

proper explanation relating to material departures;

(b) The directors had selected such accounting policies and applied them consistently and made judgments and

estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the

company at the end of the financial year and of the profit and loss of the company for that period;

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

accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and

detecting fraud and other irregularities;

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

(e) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and

that such systems were adequate and operating effectively.

18. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any Subsidiary, Joint venture or Associate Company as on 31-03-2018.

19. DEPOSITS

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

20. DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

Mr. Pratap Chakravarty and Mr. Rukunuddin Ahmed continued as Whole Time Directors of the Company and Mr.

Mantu Nath Sarma continued as Managing Director of the Company. Mrs. Olee Bora and Mr. Kanchan Dutta

continued as Nominee Director and Independent Director of the Company respectively.

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

applicable.

In view of the applicable provisions of the Companies Act, 2013, the Company is not mandatorily required to

appoint any whole time KMPs.


21. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,

PROHIBITION & REDRESSAL) ACT, 2013

The Company is committed to provide safe and conducive work environment to its employees. During the year under review, no case of sexual harassment was reported.

22. DECLARATION OF INDEPENDENT DIRECTORS

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

Company.

23. STATUTORY AUDITORS

M/s Surendra K. Jain & Associates, Chartered Accountants, Guwahati were appointed as Statutory Auditors

in the Annual General Meeting held on 05/08/2015. Their continuance of appointment and payment of

remuneration is to be ratified in the ensuing Annual General Meeting. The Company has received a certificate

from the above Auditors to the effect that if they are reappointed, it would be in accordance with the provisions

of Section 141 of the Companies Act, 2013.

24. DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROV IDING VIGIL MECHANISM

Though the provisions of Section 177 of the Companies Act, 2013 read with Rule 6 and 7 of the Companies

(Meetings of the Board and its Powers) Rules, 2013 is not applicable to the Company.

25. COMMITTEES

A. RISK MANAGEMENT COMMITTEE

The Company has formed a Risk Management Committee with Mrs. Olee Bora, Mr. Rukunuddin Ahmed and

Mr. Kanchan Dutta as its members. The Committee has met 3 (Three) times during the financial year on

27/04/2017, 19/09/2017 and 25/01/2018.

The number of meetings attended by the members during the FY 2017-18 is as follows:

Name of the Members Number of Meetings attended

Olee Bora 2/3


Kanchan Dutta 3/3

B. GRIEVANCE REDRESSAL COMMITTEE

As per RBI guidelines issued by the Reserve Bank of India, Mr. Gopal Chandra Kalita, an officer of the Company,

has been designated as Grievance Redressal Officer and a Grievance Redressal Committee had been

constituted to review the position of complaints received by Grievance Redressal Officer. The Committee was

formed with the Directors namely Mr. Pratap Chakravarty and Mr. Rukunuddin Ahmed. Also, Mr. Gopal Chandra

Kalita, an officer of the Company, is a member of the committee. Complaint Redressal Officer appraised the

house that all norms prescribed by RBI in the matter have been fulfilled. The Company had 3 (Three)

committee meeting viz 27/04/2017, 19/09/17 and 25/01/2018 during the financial year under

review.


The number of meetings attended by the members during the FY 2017-18 is as follows:




Gopal Chandra Kalita 3/3

C. AUDIT COMMITTEE

Audit Committee of the Company comprises of Mr. Pratap Chakravarty, Mr. Rukunuddin Ahmed and Mr.

Kanchan Dutta. The Company had 3 (Three) committee meetings viz 27/04/2017, 19/09/17 and 25/01/2018 during the financial year under review. The number of meetings attended by the members

during the FY 2017-18 is as follows:




Kanchan Dutta 3/3

D. NOMINATION AND REMUNERATION COMMITTEE

Nomination and Remuneration Committee of the Company comprises of Mr. A. Ramanathan, Mr. Kanchan Dutta and Mrs. Olee Bora. The Company had 2 (Two) committee meetings viz 27/04/2017 and

19/09/2017 during the financial year under review. The number of meetings attended by the members during the FY 2017-18 is as follows:


A. Ramanathan 2/2

Kanchan Dutta 2/2

E. ASSETS – LIABILITIES COMMITTEE

Assets Liabilities Committee of the Company comprises of Mr. Mantu Nath Sarma and Mr. Kanchan Dutta. The Company had 3 (Three) committee meetings viz 27/04/2017, 19/09/2017 and 25/01/2018 during

the financial year under review. The number of meetings attended by the members during the FY 2017-18 is as follows:



Kanchan Dutta 3/3

F. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

Corporate Social Responsibility Committee of the Company comprises of Mr. Mantu Nath Sarma, Mr. Kanchan Dutta and Mrs. Olee Bora. The Company had 3 (Three) committee meetings viz 27/04/2017,

19/09/2017 and 25/01/2018 during the financial year under review. The number of meetings attended

by the members during the FY 2017-18 is as follows:



Kanchan Dutta 3/3


26. SHARES

a. BUY BACK OF SECURITIES

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

b. SWEAT EQUITY

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

c. BONUS SHARES

No Bonus Shares were issued during the year under review.

d. EMPLOYEES STOCK OPTION PLAN

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

27. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS AND

TRIBUNALS

No significant and material order has been passed by the regulators, courts, tribunals impacting the going concern

status and Company’s operations in future.

28. ACKNOWLEDGEMENTS

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

Government Authorities for their continued support extended to your Company’s activities during the year under

review. Your Directors also acknowledges gratefully the shareholders for their support and confidence reposed

on your Company.

Date: 30/08/2018

Place: Guwahati

Annexure to Report of the Board of Directors

Branches:

Chandmari Branch House No.85, D.R.Pathak Bhawan, Voltas Lane, Natun Sarania, Chandmari, Guwahati-781003, Assam

Kalapahar Branch Raju Complex, 2nd floor, Opposite Jute Mill, Kalapahar, Guwahati-781016, Assam

Beltola Branch Jayanagar, Near KTM Duke Show Room, Beltola, Guwahati-781022, Assam

Maligaon Branch Pandu Road, Near Police Station, Guwahati-781012, Assam

Mangaldoi Branch L.N.B.Road, Mangaldoi, Darrang-784125, Assam

Nagaon Branch M.G.Road, Near ASTC Bus Stand, Nagaon-782001

Howly Branch Mairabari, Howly, Barpeta-781316, Assam

Bongaigaon Branch Swahidbedi, Bongaigaon-783380, Assam

Morigaon Branch Near Girls’ High School, Morigaon Town, Morigaon-782104, Assam

Howraghat Branch Near AGVB, Dakshin Debarsthan, Howraghat-782481, Karbi Anglong, Assam

Abhayapuri Branch Near Workshop, Abhayapuri Town, Bongaigaon-783384, Assam

Shillong Branch Oxford Hill Kenche’s Trace, Bishnupur, East Khasi Hills, Meghalaya- 793004

Pasighat Branch Ward No.8, Banskota, Near Sri Sri Bidyamandir School, East Siang-791102, Arunachal Pradesh

Aizawl Branch House No.D-31Upper Khatla Near Employment Exchange Office, Aizwal, Mizoram,Pin-796001

Pathsala Branch Santipur, Pathsala Town, Barpeta-781325, Assam

Tihu Branch Near Hiralal Godown, Tihu Town, Nalbari-781371, Assam

Sarthebari Branch Near Sankardev Sishu Niketan School, Sarthebari Town, Barpeta-781307, Assam

Mukalmuwa Branch Near UCO Bank, Mukalmuwa, Nalbari-781126, Nalbari ,

Jonai Branch H.No:.97,New Medical Road, Jonai, Dhemaji- 786060, Assam

Dhupdhara Branch Near Dhupdhara Bus Stand, Dhupdhara Town, Goalpara- 783123, Assam

Goroimari Branch Goroimari , Kamrup(Rural) - 781137 Assam

Lakhipur Branch Lakhipur Lakhipur , Goalpara 783129 ,Assam

Kalgachia Branch Kalgachia , Kalgachia – 781319, Barpeta , Assam

Manikpur Branch Manikpur , Manikpur - 783392 , Bongaigaon Assam

Mandia Branch Mandia,Mandia,Barpeta,Assam-781308

Dalgaon Branch Natun Patti,Dalgaon,Dalgaon,Darrang,Assam,784116 Boitamari Branch Raghu NandanPur,Near Boitamari Development

Block,BOITMARI,Bongaigaon,Assam-783389

Agamoni Branch Sindurai AM khanda,Near Agamoni Circle Office ,Agamoni ,Dhubri,Assam-783335

Gouripur Branch Charangimur Chariali,GOURIPUR,Dhubri,Assam-783331 Barbhitha Branch Barbhitha,Barbhitha,Barpeta,Assam-781321

Boko Dakua Para,Boko,Kamrup(Rural), Assam,Pin-781123

Dudhnoi Dudhnoi,Dudhnoi,Goalpara,Pin-783124

Bordolguri Bordolguri,Sipajhar,Darrang,Assam,784145

www.nightingalefinvest.in 0361-2655401 [email protected]

Nightingale Finvest Private Limited

Registered Office : House No.85, D.R.Pathak Bhawan, Voltas Lane,Natun Sarania, Chandmari, Guwahati-781003, Assam Administrative Office : Chakradhar Villa, 2nd floor, Chandmari, Opposite All India Radio, Chandmari, Guwahati-781003, Assam Land Line : +91 361 2655401 Mobile No.:+91 7086020332 Email: [email protected] Website: www.nightingalefinvest.in Linkedin: www.linkedin.com/in/nightingale-finvest-private-limited-6b721b16a

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