P L Finance & Investment Ltd.

1996 PL FINANCE & INVESTMENT LIMITED DIRECTORS' REPORT Your Directors are pleased to present the Fifteenth Annual Report alongwith the Audited Statement of Accounts of the Company for the year ended 30th September, 1996. DIVIDEND You Directors are pleased to recommend a Dividend of 10 percent on the paid-up Equity Capital of the Company for the year ended 30th September. 1996 subject to deduction of tax at source, wherever applicable. PERFORMANCE & BUSINESS PROSPECTS The year under review witnessed a depressed Money Market and Capital Market and with the result short term interest rates have gone up. Banks have slowed down in their lending to Non-Banking Finance Companies. The smaller Non-banking Finance Companies have been forced to re-orient their plans in the light of the changed situation. Your Company followed a cautious approach during the year under review and the total income of the Company stood at Rs. 728.15 lacs (1994-95 Rs. 801.77 lacs). The Board of Directors of your Company is considering several options for diversification and strengthening the capital base and this will also help the Company to get the Rating. FIXED DEPOSITS The total fixed deposits accepted by the Company as on 30th September, 1996 is Rs. 891.88 lakhs as against Rs. 1161.69 lakhs as on 30th September, 1995. An amount of Rs. 13.58 lakhs from 138 depositors remained as unclaimed deposit as on 30th September, 1996. DIRECTORS Messrs. K. Raman. I. Varkey and M. Narayanamurthi retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for reappointment. AUDITORS The Statutory Auditors, M/s Fraser & Ross, Chartered Accountants retire at the conclusion of the Fifteenth Annual General Meeting and are eligible for reappointment. Your Board recommends their reappointment. AUDITORS' REPORT On the Auditors' observations in their Report. detailed particulars are furnished in the Notes on Accounts and they are self-explanatory. PARTICULARS OF EMPLOYEES UNDER 217(2-A) These particulars are not applicable as there are no employees falling under the provisions of Section 217(2-A) of the Companies Act, 1956. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS These particulars which are required under Section 217 (1) (e) of the Companies Act, 1956 are not applicable to the Company, not being an Industrial Company. There has been no inflow or outflow of foreign exchange. ACKNOWLEDGEMENT Your Directors gratefully acknowledge the assistance given by the Financial Institutions and the Company's Bankers. Your Directors thank the various clients of the Company for their patronage and support. Your Directors acknowledge the support of the Depositors who continue to repose their confidence in the Company. Your Directors are particularly grateful to your for your continued understanding, support and encouragement. The employees of the Company deserve a special appreciation for their excellent contribution which is instrumental for the day-to-day operations of the Company. By Authority of the Board K. RAMAN N.J. RATNAGAR M. NARAYANAMURTHI Directors Place : Chennai Dated : 6th January, 1997.