DIRECTORS' REPORT

FOR THE FINANCIAL YEAR ENDED 31st DAY OF MARCH, 2015

Dear Shareholders,

Your Directors take pleasure in presenting this 23rd Annual Report along with Audited Financial Statement for the financial year ended 31st March, 2015.

During the Financial year 31st March, 2015, your Company has earned a profit of Rs. 7,14,843/- lower than the previous financial year. Your Company will focus on reducing the operating expenses of the Company and will try to augment the profit by investing in lucrative shares or scripts.

BRIEF DESCRIPTION OF THE STATE OF COMPANY'S AFFAIRS

The Company is a Non-Banking Finance Company and is presently engaged in the business of Investing and Financing.

In the multi-tier financial system of India, importance of NBFCs in the Indian financial system cannot be neglected. The Company expects that with a stable and a reformed government at the center, there will be positive growth and further rationalization of capital market, which will lead to more investment, value creation, capitalization and thus the additional wealth for investors and see better prospects in near future. Also, with the growing economy there will be more opportunities for financing which will prove beneficial for our company. The Company expects better results in near future in anticipation of the policy reforms combined with the dedication of the highly motivated team with excellent understanding of the operations along with magnificent customer relation skills.

SUBSIDIARIES. JOINT VENTURES AND ASSOCIATE COMPANIES:

The Company does not have any Subsidiary, Joint venture or Associate Company.

DIVIDEND:

In view of strengthening the financial position of the Company and to enhance the reserve base of the Company yours Directors are not recommending any dividend during the financial year.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND:

Since there was no unpaid/unclaimed Dividend declared and paid last year, the provisions of Section 205C of the Companies Act, 1956 is not applicable.

(Section 205C of the Companies Act, 1956 is still applicable as the corresponding section underthe Companies Act, 2013 is not yet notified)

ISSUES/ALLOTMENT OF SHARE CAPITAL:

During the financial year the Company has not allotted any equity shares under ESOP & Sweat Equity share but has received unpaid arrear call money of Rs. 2,00,250/- thereby increasing the total paid up capital of the Company to Rs. 3,75,01,000/-.

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 Form MGT-9 and is attached to this Report as "Annexure-A".

CODE OF CONDUCT

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the company. The code laid down by the Board is known as "code of business conduct" which forms an Appendix to the Code. The Code has been posted on the Company's website www.rfsl.co.in.

MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE ENDS OF THE FINANCIAL YEAR TO WHICH 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 and the date of this report.

TRANSFER TO RESERVES:

As per the statutory requirement for NBFC Companies, the company has transferred a sum of Rs 1,70,848/-to RBI Reserve Fund.

CORPORATE GOVERNANCE:

Your Company follows the principles of the effective corporate governance practices. As per the SEBI circular CIR/CFD/POLICY CELL/7/2014 dated 15th September, 2014 compliance with the provision of clause 49 of Listing Agreement is not mandatory to our Company, since it paid up share Capital does not exceed the threshold limit of Rs. 10 crore and Net worth of Rs. 25 Crore. Hence, the Company does not required to address Reports on Corporate Governance, certificate/s pertains thereto and, Management Discussion and Analysis Report

PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS UNDER SECTION 186:

Your Company is a Non Banking Financial Company, So the provisions of section 186 of the Companies Act, 2013, are not applicable to the Company.

COMPANY'S POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES:

Further our Company is regular in the payment of the Managerial Remuneration to Ms. Meenakshi Daga-20,000/- p.m. (Executive Director)

Also, Ms. Meenakshi Daga, Ms. Khushboo Kedia & Mr. Abhijit Puglia has been appointed as a Whole Time Director termed as Chief Executive Officer, Company Secretary and Chief Financial Officer with effect from 16.10.2014, 02.02.2015 and 31.03.2015 respectively.

Brief note on Directors seeking appointed / re-appointment at the ensuing AGM:

Mr. Rajesh Kumar Kankaria, Director retire by rotation at the forthcoming Annual General Meeting and being eligible, offer himself for reappointment.

Mr. Rajesh Kumar Kankaria, born on 23rd March, 1959, appointed as director since inception of the Company, He is a practicing Chartered Accountant having more than 31 years of vast and rich experience to his credit. The company regularly avail his advises on Income Tax, Company law and other legal matters. His guidance and advises has contributed a lot in progress of the company. He is also a member of Audit committee of the company.

Further Mr. Sikhar Chand Choradia was appointed as an Independent Directors of the Company for a period of 5 years at the last Annual General Meeting of the Company. So he will continue to hold the office for the remaining period. Whereas Mr. O.P Singhania, who retires at this Annual General Meeting have been proposed to be re-appointed as an Independent Director of the Company for the period of 1 year i.e. to hold office up to the conclusion of the next Annual General Meeting of the Company to be held in the Calendar Year 2016.

The Company has received declaration from all the Independent Directors of the Company confirming that they meet criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:

During the year under review seven meetings were held on the following dates:

30th May, 2014, 30th July, 2014,16th October, 2014, 30th October, 2014, 30th January, 2015, 02nd February, 2015 & 31st March, 2015

The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013. Details of the Directors participation at the Board Meetings are as under:

The Chairman of the above Board Meetings was Mr. S C Choradia (Independent Director) except on 31.03.2015, in which Mr. O.P Singhania was the Chairman.

PERFORMANCE EVALUATION

Pursuant to the provisions of the Companies Act, 2013 the Board has carried out the annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit, Nomination and Remuneration and Compliance Committees. A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Board's functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance.

A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgement safeguarding the interest of the Company and its minority shareholders etc. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Directors who also reviewed the performance of the Secretarial Department. The Directors expressed their satisfaction with the evaluation process.

COMMITTEES OF THE BOARD

During the year, in accordance with provision of Companies Act, 2013, the Board of Directors of the Company has renamed the existing committees viz., Stakeholders Relationship Committee [formerly known as Shareholders'/Investors' Grievance Committee"] and Nomination and Remuneration Committee (formerly known as Remuneration Committee).

There are currently four committees of the Board which are as follows:

1) Audit Committee

The Audit Committee of the Company reviews the reports to be submitted with the Board of Directors with respect of auditing and accounting matters. It also supervises the Company's financial reporting process, reviewing Quarterly, Half yearly and Annual financial results, adequacy of internal control systems, internal audit function, discussions with the auditors about the scope of audit including the observations of the auditors and discussion with internal auditors on any significant findings and also to investigate any activity within its terms of reference and to seek any information it requires from any employees and to secure the attendance of outsiders with relevant experience and expertise, where considered necessary.

The Audit Committee continued working under Chairmanship of Mr. S C Choradia with Mr. O P Singhania and Mr. R K Kankaria as co-members. During the year, the sub-committee met on four occasions with full attendance of all the members viz. 30th May, 2014, 30th July, 2014, 30th October 2014 and 30th January, 2015.

2. NOMINATION & REMUNERATION COMMITTEE

The Company has constituted Nomination and Remuneration Committee and presently the committee comprises of 3 (three) Directors, out of which 2 are non executive and independent Directors.

The composition of the Nomination & Remuneration Committee as at March 31, 2015 and details of the Members participation at the Meetings of the Committee are as under:

STAKEHOLDERS' RELATIONSHIP COMMITTEE

The Board of Directors of the Company has constituted a Committee which functions as 'Stakeholders' Relationship Committee', consisting of three members, chaired by Independent and non executive Director.

The Committee, inter-alia, deals with various matters relating to:

-transfer/transmission of shares/debentures and such other securities as may be issued by the Company from time to time;

-issue of duplicate share certificates for shares/debentures and other securities reported lost, defaced or destroyed, as per the laid down procedure;

-issue new certificates against subdivision of shares, renewal, split or consolidation of share certificates / certificates relating to other securities.

-to approve and monitor dematerialization of shares or other securities and all matters incidental or related thereto;

-to authorize the Company Secretary and Head Compliance / other Officers of the Share Department to attend to matters relating to non-receipt of annual reports, notices, non-receipt of declared dividend / interest, change of address for correspondence etc. and to monitor action taken;

-monitoring expeditious redressal of investors / stakeholders grievances and

-all other matters incidental or related to shares, debenture

Details of shares transfer/transmission approved by the Committee and Shareholders'/Investors' grievances are placed at the Board Meetings from time to time.

The Company has not received any Complaints during the year.

The company confirms that there were no share transfers lying pending as on 31.03.2015, and all request for dematerialization and re-materialisation of shares as on that date were confirmed / rejected into the NSDL/CDSL system. For any query contact the Compliance Officer of the Company.

Name, Designation & Address of the Compliance Officer

Ms. Khushboo Kedia Company Secretary

Richfield Financial Services Limited

33, Brabourne Road, 5th Floor, Kolkata-700001

Email: rfsl.nbfc@gmail.com

Phone No: 033-2242-5812

4. RISK MANAGEMENT COMMITTEE

The Board of Directors of the Company has constituted a "Risk Management Committee" consisting of four members, All the members of the Committee is a Non Executive Director.

The objectives and scope of the Risk Management Committee broadly comprises:

Oversight of risk management performed by the executive management;

Reviewing the BRM policy and framework in line with local legal requirements and SEBI guidelines;

Reviewing risks and evaluate treatment including initiating mitigation actions and ownership as per a pre-defined cycle;

Defining framework for identification, assessment, monitoring, mitigation and reporting of risks.

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Board has adopted a Whistle Blower Policy for the Company. This policy is formulated to provide opportunity to all the employees to access in good faith, to the Audit Committee of the Company in case they observe any unethical and improper practice or behaviour or wrongful conduct in the Company. Further to prohibit managerial personnel from taking any adverse personnel action against such employee.

REMUNERATION AND NOMINATION POLICY:

The Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. This policy also lays down criteria for selection and appointment of Board Members.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The Company is abiding by the provisions referred to in sub-section (1) of section 188 of the Companies Act, 2013 relating to the particulars of every contract or arrangements entered into by the Company with its related parties. However, during the financial year 2014-15, there is no materially significant related party transaction made by the company with its Promoters, Key Managerial Personnel or other designated persons which have a potential conflict with interest of the company at large.

SIGNIFICANT AND MATERIAL ORDERS PASSED BYTHE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATION IN FUTURE:

There are no significant and material orders passed by any regulatory Authority or courts or tribunals that would impact the going concern status of the Company and its future operation.

DIRECTORS' RESPONSIBILITY STATEMENT:

The Directors' Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, shall state that—

(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 madejudgments 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;

(e) the directors has laid down internal financial controls to be followed by company and that such internal financial controls are adequate and were operating effectively; and

(f) 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.

STATUTORY AUDITORS:

M/s. More V & Co., Chartered Accountants, (Firm Registration No. 312033E), having their office at 16B Roberts Street, Kolkata-700-012, were appointed as a Statutory Auditors of the Company for a period 3 years at the last Annual General Meeting of the Company held on 12.09.2014 subject to ratification of their re-appointment at every Annual General Meeting. The Company has received a certificate from the above Auditors to the effect that if their appointment is ratified, it would be in accordance with the provisions of the Companies Act, 2013.

SECRETERAIL AUDIT:

Pursuant to provisions of section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the company has appointed Mr. Prakash Choudhary, Practicing Company Secretaries, (C.P.No.14185) to undertake the Secretarial Audit of the Company. The Secretarial Audit report in Form MR-3 is annexed herewith as "Annexure B" and forms an integral part of this Report.

EXPLANATION OR COMMENTS ON QUALIFICATIONS. RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS:

The observations of the auditors in their reports are self-explanatory and therefore, in the opinion of the Directors, do not call for further comments.

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

Further as per the report of the Practicing Company Secretary, the Company has not filed e-form MGT-10 with respect to change in promoters shareholding on 02.12.2014 and 17.01.2015 by more than 2% in volume, as required under section 93 of the Companies Act, 2013. The Company will file the requisite form at the earliest and will ensure to have timely compliances in near future as required under the Act.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Internal control system and actual performance is closely reviewed on quarterly and yearly basis. Its internal control system and procedure are commensurate with the size of the operation and are adequate to ensure safeguarding its resources against loss, unauthorized use or disposition and also to ensure that all transactions are authorized, recorded and reported correctly.

RISK MANAGEMENT POLICY:

The Company has proper mechanism and management policies for the business risk associated with the Company. It has well diversified portfolio on various blue chip companies as evident from the Investment details attached here unto in the notes to the financial statements.

Though there is insignificant risk applicable to the Company which can threaten the very existence of the Company, still Company has proper backing for the same.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

The Companies (Corporate Social Responsibility Policy) Rule, 2014 is not applicable to the Company. Hence there is no need to develop policy on CSR and take initiative thereon. However, your Company respects society value and make endeavor to contribute for the societal cause as far as possible.

ENVIORNMENT AND SAFETY:

The Company is conscious of the importance of envoimentally clean & safe environment. Since your company is a non-Banking financial company so the question of environment pollution does not arise.

However, the company ensures safety of all concerned, compliances environmental regulations and prevention of natural resources.

As required by the sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013. Your Company is not required to formulate and implement a policy on prevention of sexual Harassment of Women at Workplace Committee with a mechanism for lodging complaints.

Nevertheless the Company has not received any such complaints during the year under review.

HUMAN RESOURCES:

Your Company treats its "human resources" as one of its most important assets.

The Company takes pride in the commitment, competence and dedication shown by its employees in all areas of business.

Your Company is continuously committed to nurturing, enhancing, retaining and development of talent on an ongoing basis through superior Learning & Organizational Development. A number of programs that provide focused people attention are currently underway. Your Company thrust is on the promotion of talent internally through job rotation and job enlargement. Your Company stresses on lesser Employee Turnover and higher Employee Retention.

STATUTORY INFORMATION:

1. PARTICULARS OF EMPLOYEE

Pursuant section 197(12) of the Companies Act, 2013 and Rule 5(1) to the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, statement of particulars of employees are maintained in line with the provision of section 136 of the Companies Act, 2013. Members who are interested in obtaining these particulars may write to the Company Secretary at the Registered Office of the Company. The aforesaid Annexure is also available for inspection by members at the registered office of the Company, 21 days before the Annual General Meeting of the Company and up to the date of the ensuing Annual General Meeting during the business hours on working days.

2. THE RATIO OF THE REMUNERATION OF EACH DIRECTOR TO THE MEDIAN EMPLOYEE'S

The ratio of the remuneration paid to the Directors and to that of the median employee of the Company is as under:

Remuneration paid to Ms. Meenakshi Daga (Executive Directors) - Rs. 20,000/- p.m. Remuneration paid to the Median Employee -Rs. 15,500/- p.m. The ratio between them is 1.29: 1

There is no such employee in the Company Drawing Remuneration which in the aggregate exceeds Rs. 60,00,000/- employed throughout the financial year or Rs. 5,00,000/- or more per month employed during the part of the financial year,2014-15. The Company had 5 permanent employees.

None of the employees of the Company is a relative of any Director of the Company. Further none of the Employees hold (by himself or along with his spouse and dependent children) more than two percent of the equity shares of the Company.

3. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNING AND OUTGO

The provisions of Section 134 (3)(m) of the Companies Act, 2013, regarding conservation of energy and technology absorption, are not applicable.

Further there were no foreign exchange inflow or outgo during the period under review.

4. PUBLIC DEPOSIT

The Company has not accepted/renewed any deposit within the meaning of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 and as such no amount of principal or interest was outstanding as on the Balance Sheet date.

5. LISTING WITH STOCK EXCHANGE

The Company confirms that it has paid the Annual Listing Fees for the year 2015-2016 to The Calcutta Stock Exchange Limited (CSE) where the Company's Shares are listed. Company has also applied for listing it securities at Bombay Stock Exchange (BSE) Limited.

ACKNOWLEDGEMENT:

The Directors would like to thank clients, shareholders, vendors, government agencies, bankers & all other business associates for their continued support during the year. We place on record our appreciation for the contributions made by the employees at all levels.

For and on Behalf of the Board of Directors

RICHFIELD FINANCIAL SERVICES LIMITED

(RAJESH KUMAR KANAKRIA) Director DIN:00097236

(MEENAKSHI DAGA)

Whole Time Director

DIN:06995535

Address for Correspondence:

REGISTERED OFFICE : 33 Brabourne Road, 5th Floor Kolkata: 700-001

Email: rfsl.nbfc@gmail.com   Website: www.rfsl.co.in  Telephone No.: (033) 2242-5812

Place: Kolkata

Date: 30.05.2015