1 9 oct 2018€¦ · .1 9 oct 2018 to bselimited pjtowers, dalal street, mumbai 400001 dear sir /...

UPASANA FINANCE LIMITEDRegd Off: No.51, Hunters Road, Choolai,Chennai _ 600 112

CIN: L65191TN1985PLCOl1503EmaiIID:[email protected]: 511764, ISIN: INE819K01014

.1 9 OCT 2018

ToBSE LimitedP J Towers, Dalal Street,Mumbai 400001

Dear Sir / Madam,

Sub: Annual Report of 33rd Annual General Meeting of the CompanyRef: AGM- 29.09.2018

Pursuant to Regulation 34 of SEBI (LODR)Regulations 2015, enclosed is 33rd AnnualReport for the year ended March 31,2018 adopted in Annual General Meeting held on

29.09.2018.

We request you to take note of the same.

Thanking YouYours Faithfully

For UPASANAFINANCELIMITED

)vtorW ~ \<e~O\

MONlKAKEDIACompany Secretary

Ph:9884700471 website: www.upasanafinance.com

THIRTY THIRD ANNUAL REPORT.FOR THE YEAR ENDED

31ST MARCH 2018

UPASANA FINANCE LIMITED

Director

For UPASANA'FINANCE LIMITED

¥e..~Iv< }'n- T~'"nDirector

For YPASANA·FIN1NCE LIMITED1· t4wtb~'

SMT. BHAVIKA JAIN (Non-Executive Director)SMT. KUSHBUJAIN (Non-Executive Director)SMT. REKHAJAIN (Non-Executive Director)SRI. BHARAT KUMAR DUGHAR (Non-ExecutiveIndependent Director)SRI.VELU (Non-Executive Independent Director)SRI. NARESSH JAIN (Non-Executive IndependentDirector) (From a" April 2018)

BOARDOFDIRECTORS

SECRETARY& COMPLIANCEOFFICER SMT. MONIKA KEDIA (From 18th June 2018)

AUDITORS MIs. KALYANASUNDARAM & COChartered Accountants

BANKERS The Karur Vysya Bank Ltd.United Bank of IndiaState Bank of Mysore

REGISTRAR& TRANSFERAGENT Integrated Registry Management Services Pvt LtdKences Towers, 2nd Floor, No.1,Ramakrishna Street, North Usman Road,T.Nagar, Chennai - 600 017Telephone: +91 44 28140801-803

CORPORATEIDENTIFICATIONNUMBER L65191TN1985PLCOl1503

REGISTEREDOFFICE No.51, Hunters Road,Choolai, Chennai _ 600 112Email: [email protected]: 04443801111

Green Initiative in the Corporate Governance

TheMinistry of Corporate Affairs has taken a 'Green Initiative in the Corporate Governance'by allowing paperless compliances by the companies and has issued circulars statingthat service of notice I documents including Annual Report can be sent bye-mail to itsmembers. To support this green initiative of the Government in full measure, memberswoo have not registered their e-mail addresses, so far! are requested to register their e-mailaddresses, in respect of electronic holding with the Depository through their DepositoryParticipants. Members who hold shares in physical form are requested to register their

. e-mail addresses with RTAof the Company.

CONTENTS

Particulars Page NoNotice of the 33rd AGM 4Boards Report to the Shareholders 10Annexure I 19Annexure II 26Annexure III 27Annexure IV 28Independent Auditors Report 32Balance Sheet 38Profit & LossAccount 39Cash Flow Statement 40Notes forming part of Financial Statements 52Proxy Form and Attendance Slip 53

UPASANA FINANCE LIMITEDRegdOff: No.51, Hunters Road,Choolai,Chennai_ 600 112

CIN: L65191TN1985PLC011503EmaiIID:[email protected]: 511764, ISIN:INE819K01014

Notice to the Shareholders

NOTICEis hereby given that the Thirty Third Annual General Meeting of the Shareholdersofthe Companywill be held at YMCAMadras Youth Centre, No. 6/74, Ritherdon Road,Vepery,Chennai 600 007 on Saturday the zs" day of September 2018 at 10.30 am to transact thefollowing businesses:

ORDINARY BUSINES

1.To consider and if deemed fit, to pass,the following asan ORDINARY RESOLUTION:

"RESOLVED THAT the Audited Financial Statement for the year ended 31st March 2018,together with the Auditors Report thereon and the Report of the Board of Directors for thefinancial year ended on that date be and are hereby approved and adopted."

2. To consider and if deemed fit, to pass,the following as an ORDINARY RESOLUTION:

"RESOLVED THAT Ms. RekhaJain (holding DIN 07704034), Director, who retires by rotationand being eligible, offers herself for re-appointment, be and is hereby re-appointed asdirector of the company."

3. To consider and if deemed fit, to pass,the following asan ORDINARY RESOLUTION:

"RESOLVED THAT Ms. Bhavaika Jain (holding DIN 07704015), Director, who retires byrotation and being eligible, offers herself for re-appointment, be and is hereby re-appointedasdirector of the company."

4. To consider and if deemed fit, to pass,the following asan ORDINARY RESOLUTION:

"RESOLVED THAT pursuant to the amendments to Section 139 (1) of the Companies Act,2013 and Rule 3 (7) of the Companies (Audit and Auditors) Rules,2014, the appointment ofMIs. Kalyanasundaram& Co,Chartered Accountants, Chennai (FRN:00016765), made at the32nd Annual General Meeting as the Statutory Auditors of the Company, to hold office for aterm of five (5) consecutive years from the conclusion of the 32nd Annual General Meetinguntil the conclusion of the 3ih Annual General Meeting, be and is hereby ratified from theconclusion of the 33rd Annual General Meeting until the conclusion of the 3ih AnnualGeneralMeeting."

"RESOLVED FURTHER THAT the board of directors of the company (including any committeethereof) be and is hereby authorised to fix the remuneration payable to the statutoryauditors of the company, from time to time including the actual travelling and out of pocketexpensesincurred in connection with the audit, in addition to taxes asapplicable."

Ph:9884700471 website: www.upasanafinance.com

SPECIALBUSINESS

5. To consider and if deemed fit, to pass, the foliowlng as an ORDINARY RESOLUTION:

"RESOLVEDTHAT pursuant to the provlslons of Section 149, 152 and all other applicableprovisions of the Companies Act, 2013 (including any statutory modification ($) or reenactment thereof for the time belt'\g In force) and 111 pursuance of Articles of Association ofthe Company,Mr, Naressh Jain (holding DIN: 08102162) appointed as an Additional Directoreffective from 4th Apt'li 2018 and holding such office upto the date of the ensuing AnnualGeneral Meeting, be and Is hereby appointed as an Independent Director of the Companyfor a period of S years from 4th April 2018, not liable to retire by rotation."

"RESOLVEDFURTHERTHAT the Directors of the Company be and are hereby severallyauthorised to do all such acts, deeds and things as may be deemed necessary in this regardon behalf of the Company,"

ByOrder of the BoardForUPASANAFINANCELIMITED

14.08.2018Chennai

Monika KediaCompanySecretary

NOTES:

1. A member entitled to attend and vote at the meeting is entitled to appoint a proxy toattend and vote on poll instead of himself/herself and such proxy need not be a member. APersoncan act asa proxy on behalf of membersnot exceedingfifty and holding in aggregatenot more than ten percent of the total voting share capital of the Company. A memberholding more than ten percent of the total voting sharecapital of the Companymay appointa single person as proxy and such person shall not act as a proxy for any other person orshareholder.

2. The instrument appointing proxy should be depcslted either at the RegisteredOffice ofthe Company or at the office of the Company'sShare Transfer Agents viz. IntegratedRegistryManagement ServicesPrivate limited, KencesTowers, 2nd Floor, No.1,RamakrishnaStreet, North Usman Road, T Nagar, Chennai - 600 017 at least 48 hours before thecommencement of the meeting. Proxyform enclosed.

3. Regulation 12 and Schedule I of SEBI(listing Obligations and DisclosureRequirements)Reg~lations, 2015 among other things, mandates the usage of electronic paymentinstruments, companies whose securities are listed on the stock exchangesshall maintainrequisite bank details of their investors. Schedule I .of SESI (listing Obligations andDisclosureRequirements) Regulations,2015 also provides that only in caseswhere MICR,IFSCCode required for making electronic payment are not available or the electronicpayments instructions have failed or have been rejected by the Bank,companiesI R&STAcanmake cashpayments (l.e, dividend warrants) to investors.However. evenwhile making

such payments, companies shall mandatorily print the bank account details of the investorson such electronic payments. In view of the above circular, investors may note the followingadvice -

A) Investors holding shares in physical mode are requested to intimate / update the bankaccount details viz, Bank Name, Bank Branch, Account Number, MICR No., IFSCCode alongwith a copy ofthe cancelled cheque to the company / R&STA for updating the records.

B) Investors holding shares in demat mode are requested to intimate / update the bankaccount details along with other details as may be required by their concerned DepositoryParticipant.

4. Register of Members and the Share Transfer Books of the Company will remain closedfrom 22nd September, 2018, to zs"September, 2018 (both days inclusive).

5. Members desiring any information as regards accounts are requested to write to theCompany at least 7 days before the meeting so as to enable the Management to keep theinformation ready.

6. In the caseof joint holders, the vote of the senior member who tenders a vote, whetherin person or by proxy, shall be accepted to the exclusion of the votes of the other jointholders.

7. Members, holding shares in physical form, are requested to notify / send the following tothe Registrarand ShareTransfer Agent of the Company:

a) Any change in their address/mandate/bank detailsb) Particularsoftheir bank account, in casethey have not been sent earlierc) nomination in Form SH-13, in duplicate, as provided under Section 72 of the

CompaniesAct, 2013, in casethey have not been sent earlierd) share certificate(s) held in multiple accounts in identical names or joint accounts in

the same order of names, for consolidation of such shareholdings into one accountMembers holding physical form, in their own interest, are requested todematerialize the sharesto avail the benefits of electronic holding / trading.

8. Members, holding shares in electronic form, may please note that, as per the applicableregulations of the Depositories, the bank details as furnished by the respective Depositoriesto the Company will be printed on the dividend warrants issued from time to time. TheCompanywill not entertain any direct request from such members for deletion of / changein such bank details. Further, instructions if any, already given by members in respect ofshares in physical form will not be automatically applicable to the dividend payable onsharesin electronic form.

Members may, therefore, give instructions regarding bank accounts in which they wish toreceive dividend, directly to their Depository Participants. Members holding shares inelectronic form are requested to advise change of their address and nomination to theirDepository participants.

9. Electronic copy of the Annual Report and the Notice of the Annual General Meeting of theCompany inter alia indicating the process and manner of remote e-voting along with theattendance slip and proxy form are being sent to all the members whose email address areregistered with the company / Depository Participant(s) for communication purposes.Physical copy ofthe Annual Report and Notice ofthe Annual General Meeting are being sentin the permitted modes of dispatch to all the shareholders.

10. Members are requested to affix their signatures at the space provided on theAttendance slip and handover the slip at the entrance of the meeting hall. Corporatemembers are requested to send a duly certified copy of the board resolution / power ofattorney authorizing their representatives to attend and vote at the annual general meeting.As a measure of economy, copies of Annual Report will not distributed at the venue of theAnnual general meeting. Members are, therefore, requested to bring their copies of theAnnual Report to the meeting.

11, Members may also note that the Notice of the Annual General Meeting and the AnnualReport will also be available on the Company's website www.upasanafinance.com fordownload. The physical copies of such documents will also be available at the company'sregistered office in Chennai for inspection during normal business hours on working days.Members desiring to receive the reports in physical form, even after registering forelectronic mode, may request for the same, upon which report will be dispatched free ofcost. For any communication in this regard, members may send their requests [email protected].

12. Voting through electronic means and at the AGM:

(i) In compliance with provisions of Section 108 of the Companies Act, 2013, read with Rule20 of the Companies (Management and Administration) Rules, 2014 as amended by theCompanies (Management and Administration) Amendment Rules, 2015 and Regulation 44of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, theCompany is pleased to provide its members the facility to exercise their right to vote onresolutions proposed to be considered at the 33rd Annual General Meeting (AGM) byelectronic means and the businessmay be transacted through e-voting services.The facilityof casting the votes by the members using an electronic voting system from a place otherthan venue of the annual general meeting ("remote e-voting") will be provided by NationalSecuritiesDepository Limited (NSDL).

(ii) The facility for voting through ballot paper shall be made available at the AGM and themembers attending the meeting who have not cast their vote by remote e-voting shall beable to exercisetheir right at the meeting through ballot paper.

(iii) A member may participate in the meeting even after exercising his right to vote throughremote e-votlng but shall not be allowed to vote again at the meeting.

(iv) The remote e-voting period commences on zs" September, 2018 (9.00 a.m. IndianStandardTime) and ends on za" September, 2018 (5.00 p.m. Indian Standard Time). Duringthis period, shareholders' of the Company, holding shares whether in physical form or indematerialized form, ason the cutoff date i.e. 22nd September, 2018 may cast their votes byremote e-voting. The remote e-voting module shall be disabled by NSDL for votingthereafter. Once the vote on a resolution is cast by the shareholder, the shareholder shallnot be allowed to change it subsequently.

(v)The processand manner of remote e-voting are asfollows:-

(A) In casea Member receives an email from NSDL,whose email IDs is registered with theCompany/ Depository Participant(s).

1) Open email and open PDFfile named _ "Upasana Finance Limited remote e-voting pdf'with the Client 10 or Folio No. as password. The said PDFfile contains the user to andpassword / PINfor e-voting. Pleasenote that the password is an initial password, which themember may change. You will not receive this PDFfile if you are already registered withNSDLfor e-voting

2) Launchinternet browser by typing the URL:http://www.evoting.nsdl.com/

3) Clickon Shareholder _ Login

4) Type the USER10 and PASSWORDas initial password / PIN noted in Step (i) above.Thereafter, ClickLogin

5) Passwordchange menu will appear now. Changethe password / PINwith new passwordwith minimum 8 digits / characters or combination thereof. You may also enter a secretquestion and .answer of your choice to retrieve your password in case you forget it. Youmake a note of the new password. It is strongly recommended not to share the passwordwith any other person and take utmost care to keep the password confidential.

6) Homepageof e-voting opens. Clickon e-voting and select Active voting cycles.

7) Select "EVEN"of UpasanaFinanceLimited.

8) Now, the members may cast the vote asthe pageopens.

9) Members may cast their vote by selecting appropriate option and click on "Submit" andalso "Confirm" when prompted.

10) Upon confirmation, the message"Vote cast successfully"will be displayed.

11) Oncea member has voted on the resolution, the member will not be allowed to modifythe vote.

12) Institutional Shareholders (Le. other than individuals, HUF, NRI etc.,) are required tosend scanned copy (pdf / jpeg format) of the relevant Board Resolution together withattested specimen signature of the duly authorised signatory (ies) vote to Scrutiniserthrough email [email protected]@nsdl.co.in

(B) In case of a member whose email IDs are not registered with the DepositoryParticipant(s) (physical copy of the Annual Report is being sent)

a. Initial password is provided on the Attendance Slip for the AGM:

b. The Member may follow all steps from serial no. (2) to (12) in (A) above to cast the vote.

(vi) In case of any queries, the member may refer the frequently asked questions (FAQs) forshareholders and e-voting user manual for shareholders available at the download sectionof www.evoting.nsdl.com or contact NSDLat the toll free no 1800-222-990.

(Vii) If the member is already registered with NSDL for e-voting then the member can usethe existing USERID and PASSWORD/ PIN for casting the vote.

(viii) Members can also update their mobile number and email id in the user profile detailsof the folio, which may be used for sending future communications.

(ix) The voting rights of the shareholders shall be in proportion to their shares of the paid-upequity share capital of the company as on the cut-off date of 22nd September, 2018.

(x)Any person, who acquires shares of the Companyand becomes member of the Companyafter dispatch of the notice and holding shares as of the cut-off date l.e. zz'" September,2018 may obtain the login ID and password by sending an email [email protected] by mentioning their Folio No./DP ID and Client IDNo. However, ifyou are already registered with NSDLfor remote e-voting then you can use your existinguser IDand password for casting your vote.

(xi) A person, whose name is recorded in the register of members or in the register ofbeneficial owners maintained by the depositories ason cut-off date only shall be entitled toavail the facility of remote e-voting or voting at the meeting through ballot papers. A personwho is not a member ason the cut-off date should treat this Notice for information purposeonly.

(xii) The Company has appointed Mr. Balu Sridhar {FCS 5869), Partner, A. K. Jain &Associates, Company Secretaries in Practice, as Scrutiniser for conducting the remote evoting process and voting through ballot papers at the AGM in a fair and transparentmanner.

(xiii) The Scrutiniser shall, immediately after the conclusion of voting at general meeting,count the votes cast at the meeting and thereafter unblock the votes cast through remote evoting in the presence of at least two witnesses not in the employment of the Company.Scrutiniser shall within 3 daysof conclusion of the meeting submit a consolidated scrutiniser

report or thE! total votM (;1*&11" '"vour or ilijilln§t, If "W, to ttlll O'1l1lrrmm {If !htt m!tlrtlfl~ {)f

"ny othur OlrtJctot' tlulhorh,Eld by hllllin writing who ~hJlI't:.mmtqr~l"fI th~ §i#(fIqfind dltlj"qthli flilliult of the votin!4 forthwith, .

(xlv) SubJoctto rsculpt of roqul.~lt" numb", of V(JtCflt, thlJ ((J§fjfut:lom §h411tJ~ dttJtmtffJ (/) b'tpaued on tho dlltu of the mo@tln~,Uj., 29'" 5(tpt€tmbt!(2ot3, 'HUt (@§ulf", ;d()fllt ¥lItiJ HI#Scrutlfllseril "I1I'H,rl !ihall bet pllJceu on tl1a wfthtilt~ of ttl" Comrnmywww.upolil:lnnflrllHICt1.WrtlMdonllil1w(:lb~lt(JofN ... I.lmrm ..dlfJtI11V!lftl1(ttlftO(;J(.IlIftJt¥m fitro§ult by tha Chairman of the me!'Jtin8Of lfny othll( dirqctor IJuthorllljo tpi him in writ.in~,The results §hallnlso bo communlcot~cJ to thll Stock ~MthilnglJvIz, SSEUrflltlto, Mumbai,

13. Particulars of dlrector§ looking t1ppolntm(1ntIn thl§ Annual Gem/ral Meeting IU r(t~ujfl:dto ba furnished lInder SUBI(Lllnlng Obllgntion§and "IJclo&ura H6qulrem~nb' 1«JglJlatioM,2015 oro (IS follows:

::~::~~~::-~~;;;:::.'~·~-;=;~:···lDate of Appointment "'w= ---, . -- _=_n_,=", ,

onthe Board as a 04.10.2017 04.10.2017 04,04,2018.Director J

Qualification Under Graduate~-w<'.- Graduate ._ Gr3duateList of Outside ---~

Dlrectorsh!I',$held Nil Nil Nil iChairman of thefolloVlingCommittees of theCompany sInce theday of hisappointment I.e., 4thApril 2018:L Audit Committee2, Nomination andRemunerationCommittee3, StakeholdersRelationshipCommittee

Chairman/ Memberof the committees of

the Board ofDirectors of the

Company

Nil

Member of thefollowingCommittees of theCompany:1, Audit Committee2, Nomination andRemunerationCommittee3. StakeholdersRelationshipCommittee

No. of shares held inthe Company

14.08.2018Chennal

Nil

By Order ot the BoardFor UPASANA FINANCE LIMITED

~~~ k~&jQ.-Monika KediaCompany Secretary

STATEMENT PURSUANT TO SECTION 102(1) OF THE COMPANIES ACT, 2013

ITEM NO.5

Pursuant to the recommendation by the Nomination and Remuneration Committee underSection 178(2) of the CompaniesAct, 2013 (The 'Act') and the SEBI(Listing Obligations andDisclosureRequirements) Regulations, 2015, the Board of Directors have on April 4th 2018,appointed Mr. NaresshJain as an Additional Director of the Company in terms of Section161 and other applicable provisions of the Act. As an Additional Director Mr. NaresshJain,will hold such office up to the date of Annual General Meeting scheduled on 29.09.2018.The Company has received consent from Mr. Naresh Jain to act as a director and also adeclaration under Section 164 of the Act that he is not disqualified from being appointed asa Director and a declaration to the effect that he meets the criteria of Independence asprovided under Section 149 of the Act. The proposed resolution seeks the approval ofmembers for the appointment of Mr. Naressh Jain as a Non-Executive IndependentDirectors of the Company for a term of five years effective from April 4th 2018 and shall notbe liable to retire by rotation.

Concern or interest, financial or otherwise of Directors and Key Managerial Personnel andtheir relatives:

Mr. NaresshJain, Director may be deemed to be interested in this item of businesssince itrelates to his appointment.

UPASANA FINANCE LIMITEDRegdOff: No.51, Hunters Road,Choolai,Chennai_ 600 112

CIN:L65191TN1985PLC011503EmaiIID:[email protected]: 511764, ISIN: INE819K01014

BOARD'S REPORT TO THE SHAREHOLDERS

The Directors have pleasure in presenting the Thirty Third Annual Report, together with theaudited accounts for the year ended 31st March 2018.

1. FINANCIAL HIGHLIGHTS(Rs.In Lakhs)

Particulars 2017-18 2016-17Income from Operations 108.31 133.70Less:Expenditure 70.14 67.61Profit BeforeTaxand Extraordinary Items 38.17 66.09Less:Extraordinary Items - -Less:Current Tax 9.83 7.50Less:EarlierTax - (0.25)Profit After Tax 28.34 58.84

2. OPERATIONS

a) Income: The income from operations of the company for the year under review was atRs.I08.31Iakhs asagainst Rs.133.70 lakhsduring the previous year.

b) Profit after tax: The profit after tax of the company for the year under review was Rs.28.34 lakhsasagainst Rs.58.84 lakhsduring the previous year.

3. MANAGEMENT DISCUSSION AND ANALYSIS

a) Classification by ReserveBank of India (RBI):The Company is registered with RBIas NonDeposit taking Non-Banking Financial Company (NBFC-ND)and has a valid certificate ofRegistration.

b) Business Review: The Company continues to concentrate upon recovery of overduereceivables. Evenwhile pursuing the legal route, the company attempts negotiations withcustomers for early recovery of debts. Also the Company has disinvested the securities heldand the amounts realized therein have been deployed into the businessof short term / longterm financing.

c) Future Outlook: The Company is confident of doing better business in the form of shortterm and long term financing.

4. DIVIDEND

In view of inadequate profit, the Directors do not recommend any dividend for the yearunder review.

Ph: 9884700471 website: www.upasanafinance.com

5. TRANSFERTO RESERVES

An amount of Rs. 5,66,748/-(Last year Rs. 11,76,807/-) has been transferred to SpecialReserveas per the requirement under Section 45 ICof the ReserveBank of India Act, 1934.The company hasnot transferred any amount to the general reserves.

6. EXTRACTOF ANNUAL RETURN

An extract ofthe annual return in Form MGT-9 is appended asAnnexure I to this Report.

7. CORPORATEGOVERNANCE

Pursuantto Clause15(2)(a) of SEBI(ListingObligations and DisclosureRequirements) (LODR)Regulations2015 prescribes that, Clause27 (submission·of Quarterly Corporate GovernanceReport) of LODRRegulations is not applicable for Companies having paid up equity sharecapital not exceeding Rs.l0 Crores and Net worth not exceeding Rs.25Crores as on the lastday of the previous year. As the Equity ShareCapital of UpasanaFinanceLimited is Rs.4.28Croresand Net worth is Rs.7.49 Croresason 31st March 2018, Clause27 is not applicable tothe Company.

8. DIRECTORSAND KEYMANAGERIAL PERSONNEL

The existing composition of the company's board is fully in conformity with the applicableprovisions of the Companies Act, 2013 with regard to Independent Directors and womendirectors during the year ended 31st March 2018.

Ms. Rekha Jain, Director is liable to retire by rotation at the ensuing Annual GeneralMeeting, being eligible offers herself for re-appointment.

Ms. Bhavaika Jain, Director is liable to retire by rotation at the ensuing Annual GeneralMeeting, being eligible offers herself for re-appointment.

Mr. NaresshJain (DIN: 08102162) was appointed asAdditional/Independent Director of theCompany with effect from 4th April, 2018 based on the recommendations made by theNomination and remuneration committee. Necessary resolutions are placed before themembers in the notice convening Annual General Meeting for confirmation of hisappointment.

Ms. Monika Keida, having Membership No. A26726 was appointed as Company Secretaryand ComplianceOfficer with effect from 18.06.2018.

Necessaryresolution for their re-appointment / confirmation is being placed for approval ofthe members at the AGM. The board recommends their re-appointment / confirmation asdirectors of the Company. A brief resume of theirs and other relevant information will befurnished in the notice convening the AGM.

9. DIRECTORS' RESPONSIBILITY STATEMENT

The Directors confirm that:-

a) In the preparation of the annual accounts, the applicable accounting standards have beenfollowed along with proper explanation relating to material departures;

b) The directors have selected such accounting policies and applied them consistently, andmade judgments and estimates that are reasonableand prudent so as to give a true and fairview of the state of affairs of the Company at the end of the financial year and of the profitof the Companyfor that year.

c) The directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act, 2013 forsafeguarding the assetsof the Company and for preventing and detecting fraud and otherirregularities.

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

e) The directors have laid down internal financial controls which are adequate and areoperating effectively.

f) The directors have devised proper systemsto ensure compliance with the provisions of allapplicable laws and that such systemswere adequate and operating effectively.

10. DECLARATIONBYINDEPENDENTDIRECTORS

All the independent directors have submitted the declaration of independence, as requiredpursuant to Section 149(7) of the CompaniesAct, 2013 stating that they meet the criteria ofindependence as laid down under section 149(6) of the CompaniesAct, 2013.

11. BOARDMEETINGS

Ten Board Meetings were held during the Current Financial year on zs" April 2017, zs"May 2017, zs" May 2017, 14th August 2017, zs" August 2017, s" September 2017, 4thOctober 2017, 13th November 2017, 21st November 2017 and 14th February 2018 and thegap between two meetings were not more than 120 days.

S.No Name of Director No. of MeetingsEntitled to attend Attended

1 Mr. RRamakrishnan* 7 62 Mr. SRamakrishnan* 7 73 Ms. SESMani* 7 74 Ms. Nalini Rajesh* 7 65 Ms. RekhaJain** 4 4

.6 Ms. BhavikaJain** 4 47 Ms. KhushbuJain** 4 4

8 Mr. Bharat Jain*** 2 29 Mr. Velu Jain*** 2 210 Mr. NaresshJain**** 0 0

* resignedwith effect from 4thOctober 2017.** appointed with effect from 4thOctober 2017.*** appointed with effect from zi" November 2017.**** appointed with effect from 4thApril 2018.

12. COMMITTEES OF THE BOARD

Currently, in line with the statutory requirement, the Board has three committees namelythe audit committee, nomination and remuneration committee and stakeholder'srelationship committee. The committee meetings held upto 4th October 2017 wereattended by Mr. RRamakrishnan,Mr. SESMani and Mr. SRamakrishnan.

a) Audit Committee

The Committee ason 31stMarch 2018 comprised of the following Directors as its Members:

Name of Member Designation In Committee Category

Mr. Bharat Kumar Dughar Chairman NEIDMr. Velu Member NEIDMs. BhavikaJain Member NED

TheCommittee ason date comprises of the following Directors as its Members:


Mr. NaresshM Jain Chairman NEIDMr. Bharat Kumar Dughar Member NEIDMs. BhavikaJain Member NED

The terms of reference of the Audit Committee interalia include the recommendation forappointment, remuneration and terms of appointment of auditors of the company,examinations of the financial statement and the auditors' report thereon and other mattersspecified for audit committees under Section 177 of the Companies Act, 2013 and SEBIListingRegulations,2015.

The Committee met four times during the financial year on zs" May 2017, 14th August2017, 13thNovember 2017 and 14th February 2018. The details of attendance in Committeemeetings are as follows:

---_. __ . -- ---- -- -- -- -

No. of MeetingsS.No Name of Director Designation In Committee Category Entitled Actually

to attend attended1 Mr. Bharat Kumar Dughar* Chairman NEID 1 12 Mr.Velu* Member NEID 1 13 Ms. BhavikaJain** Member NED 2 24 Mr. NaresshM Jain*** Chairman NEID 0 0

* appointed with effect from 21st November 2017.** appointed with effect from 4thOctober 2017.***appointed with effect from 4thApril 2018.

b) Nomination and Remuneration Committee

The Committee as on 31st March 2018 comprised ofthe following Directors as its Members:

Name of Member Designation In Comrnlttee Category

Mr. Bharat Kumar Dughar Chairman NEIDMr. Velu Member NErDMs. BhavikaJain Member NED

The Committee as on date comprises of the following Directors as its Members:


Mr. NaresshM Jain Chairman NErDMr. Bharat Kumar Dughar Member NErDMs. BhavikaJain Member NED

The Committee met thrice during the financial year on zs" May 2017, 14thAugust 2017 andzi" November 2017.

The Board has, on the recommendation of the Nomination and Remuneration Committeeframed a policy for selection and appointment of Directors, Senior management and keymanagerial personnel and the remuneration of directors, key managerial personnel andother employees. The Nomination and Remuneration Policy is attached in Annexure II ofthis report.

The details of attendance in Committee meetings are as follows:

No. of Meetingss. No Name of Director Designation In Committee Category Entitled Actually

to attend attended1 Mr. Bharat Kumar Dughar* Chairman NErD 0 02 Mr. Velu* Member NErD 0 03 Ms. BhavikaJain** Member NED 1 14 Mr. NaresshM Jain*** Chairman NErD 0 0


c) Stakeholders Relationship Committee

The Committee ason 31stMarch 2018 comprised ofthe following Directors as its Members:

Nameof Member DesignationInCommittee Category

Mr. BharatKumarDughar Chairman NEIDMr. Velu Member NEIDMs.BhavikaJain Member NED

TheCommittee ason date comprises of the following Directors as its Members:

Nameof Member DesignationInCommittee Category

Mr. NaresshM Jain Chairman NEIDMr. BharatKumarDughar Member NEIDMs.BhavikaJain Member NED

The Committee met thrice during the financial year on zs" May 2017, 14thAugust 2017 and14thFebruary2018. The details of attendance in Committee meetings are as follows:

No.of MeetingsS. No Nameof Director DesignationInCommittee Category Entitled Actually

to attend attended1 Mr. BharatKumarDughar* Chairman NEID 1 12 Mr.Velu* Member NEID 1 13 Ms.BhavikaJain** Member NED 1 14 Mr. NaresshM Jain*** Chairman NEID 0 0


13. VIGILMECHANISMIWHISTLEBLOWERPOLICY

The Board has adopted a policy on Whistle Blower Policy (vigil mechanism) in accordancewith the provisions of the CompaniesAct, 2013, which provides a formal mechanism for alldirectors, individual employees and other stakeholders of the Company, to report theirgenuine concerns or grievances about unethical behavior, actual or suspected fraud, orviolation of the Company's code of conduct and ethics. The policy also provides foradequate safeguards against victimisation of director(s)/ employees(s) who avail of themechanism, and also provides direct accessto the Chairman of the audit committee. Thewhistle blower policy is available in our website at the linkhttp://www.upasanafinance.com/pdf/WHISTLE-BLOWER-POLlCY.pdf

------- - - --- - -

14. BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013, evaluation of all the Boardmembers, its committees and the Board asa whole was done on an annual basis,as per thecriteria for performance evaluation framework laid down by the Nomination andRemuneration Committee and approved by the Board. During the year, the Board adopted aformal me·chanismfor evaluating its performance and aswell as that of its committees andindividual directors. The exercise was carried out through an evaluation process coveringvarious· aspects of the Board's functioning such as composition of the Board andCommittees, frequency of meetings, administration of meeting, flow of information to theBoard, experience and competencies, performance of specific duties and obligations,disclosure of information to the Board and Stakeholders etc. A separate exercise wascarried out to evaluate the performance of individual directors who were evaluated onparameters such as attendance, contribution at the meetings and independence judgmentThe Directors expressedtheir satisfaction with the evaluation results.

15. SEPERATEMEETING OF INDEPENDENT DIRECTORS

As stipulated by the Code for Independent Directors under the Companies Act, 2013 aseparate meeting of the Independent Directors of the Companywas held on 4thJuly 2017 toreview the performance of the Board as a whole taking into account the views of the nonexecutlve 'director. The independent Directors also reviewed the quality, content andtimeliness of the flow of information between the Management and the Board and itscommittees, which is necessary to effectively and reasonable perform and discharge theirduties.

16. PARTICULARS OF EMPLOYEES AND RELATEDDICCLOSURES

None of the employees draws remuneration of Rs. 8,50,000/- or above per month andRs.1,02,OO,OOO/-or above per year. Hence, details of the employees of the Company asrequired pursuant to 5(2) of the Companies (Appointment and Remuneration of ManagerialPersonnel)Rules,2014, are not furnished.

Having regard to the provisions of Section 136(1) re~d with its relevant proviso of theCompanies Act, 2013, the disclosure pertaining to remuneration and other details asrequired under Section 197(12) of the CompaniesAct, 2013 read with Rule 5(1) and Rule5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014, is appended as Annexure III to this report and is available for inspection at theregistered office of the company during working hours. Any member interested in obtainingsuch information may write to the Companyand the samewill be furnished without any feeand free of cost.

--------

17. AUDITORSa) STATUTORYAUDITORS

MIs. Kalyanasundaram& Co, Chartered Accountants (FRN:00016765), were appointed asStatutory Auditors of the Company in the 32nd Annual General Meeting of the Companyheldon zs" December 2017 until the conclusion of 3ih Annual General Meeting, subject toratification by shareholders in every consecutive Annual General Meeting. The Directorsrecommend ratification of appointment of Statutory Auditors, from the conclusion of the33rd Annual General Meeting until the conclusion of the sz" Annual General Meeting. TheStatutory Auditors have confirmed their eligibility under Section 141 of the CompaniesAct,2013 and rules framed there under for their re-appointment as Statutory Auditors of theCompany. The necessary resolution is being placed before the shareholders for approval.The reply given by the board on remarks made by the Statutory Auditor are as follows:

i) Replyto point number 5 of the Audit Report:

Pursuant to change in management of the Company during the year under review, the CS,CEOand CFOhad resigned with effect from 04.10.2017. The Company had appointed CSwith effect from 18.06.2018 and is looking for suitable candidate to be appointed asCEO&CFOof the Company.

ii) Replyto Point number 7 (i) of Annexure A to the Audit Report:

The Boardof Directors will ensure that the dueswill be remitted in time in future.

b) SECRETARIALAUDITORS

Pursuant to Section 204 of the Companies Act, 2013 read with Companies (Appointmentand Remuneration of Managerial personnel) Rules, 2014, the Board of Directors haveappointed MIs. A.K. Jain & Associates, Company Secretaries in Practice, Chennai as theSecretarial Auditors of the Company to conduct the Secretarial Audit for the financial year2017-2018. The Secretarial Audit Report in Form MR - 3 is enclosed vide Annexure IV andforms part of this report. The reply given by the board on remarks made by the SecretarialAuditor are as follows:

i) Replyto observation number (i) and (ii) of the Secretarial Audit Report:

In view of the resignation of Sri. R Krishnan, the Company has been looking for a suitableperson to be appointed as the Company Secretary of the Company and Mrs. Monika Kediawas appointed asthe CompanySecretary of the Companywith effect from 18.06.2018.

ii) Replyto observation number (iii) of the SecretarialAudit Report:

In view of the resignation of Sri. R Somasundaram, Chief Executive Officer and of Sri. RKrishnan, Chief Financial Officer and Company Secretary dated 04.10.2017, the Companyhas been looking for suitable person to fill in the position of Chief Executive Officer andChief Financial Officer of the Company. Further Mrs. Monika Kedia was appointed as theCompanySecretary of the Companywith effect from 18.06.2018.

iii) Reply to observation number (iv) of the Secretarial Audit Report:

The Company had inadvertently omitted to intimate the un-audited results of the Companyfor the quarter ended December 31, 2017 on time. The Company will ensure that thenecessary intimations are made to BSEon time.

iv) Reply to observation number (v) of the Secretarial Audit Report:

Mr. R Ramakrishnan, Mr. S E S Mani and Mr. S Ramakrishnan, members of the AuditCommittee have resigned with effect from 4th October 2017, this requirement could not becomplied with for a brief period, till 20.11.2017 during the Financial Year 2017-18. ThisCommittee was reconstituted as per the requirements w.e.f. 21.11.2017 in compliance ofthe requirements.

c) INTERNAL AUDITORS

The Board of Directors, as per the recommendation of Audit Committee, appointed Mis.Sidharth Mehta & Co., Chartered Accountants, Chennai (FRN:008108S) as Internal Auditorfor the year 2017-18.

18. INTERNAL FINANCIAL CONTROLS

The Company has adequate system of internal financial controls to safeguard and protectfrom loss, unauthorized use or disposition of its assets. All the transactions are properlyauthorized, recorded and reported to the Management. The Company is following all theapplicable Accounting Standards for properly maintaining the books of accounts andreporting financial statements. The internal auditor of the company checks and verifies theinternal control and monitors them. The Company confirms that there are proper andadequate internal control systems and procedures commensurate with its sizeand nature ofits businessfor ensuring the orderly and efficient conduct of its businessfor safeguarding itsassets,the prevention and detection of frauds and errors, the accuracy and completeness ofthe accounting records and timely preparation of reliable financial information. Thecompany hasnot noticed any major weakness in the internal financial control procedures.

19. RISKMANAGEMENT

The Company had identified certain business risks and also the measures for dealing withsuch risks which it faces in day to day operations of the Company. However the companyfaces operational risks relating to people, process, legal environment and external factors,investment risk and regulatory risks. The company manages these risks by prudentlyinvesting its funds, managing its people and complying with all the regulations. These risksare continuously reviewed and monitored by the management. The Board also reviews therisksand corrective actions and mitigation measuresare taken asand when needed.

20. DISCLOSURE UNDER THE SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE(PREVENTION, PROHIBITION AND REDRESSAL)ACT, 2013

There were no complaints / cases pursuant to the Sexual Harassment of Women atWorkplace (Prevention, Prohibition and Redressal)Act, 2013.

21. GENERAL

The company has nothing to report/disclose in respect of the following items as detailedbelow:

a) There were no material changesand commitments, affecting the financial position of theCompany, which have occurred between the end of the financial year of the Company towhich the financial statements relate and the date of the report.b) The Company has no subsidiary, associate or Joint venture companies and hencereporting on the performance and financial position of them as per AOC1 and preparationof consolidated financial statements are not applicable to the company.c)There is no change in the nature of businessof the Company during the year.d) No company have become or ceased to be its subsidiaries, joint ventures or associatesduring the year under review:e) During the year under review, the Company has not accepted any deposits from thepublic within the meaning of Section 73 of the CompaniesAct, 2013f) There are no significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and company's operations in future.g) The company has not issued any equity shares with differential rights during the yearunder review.h) The company has not issued any shares including sweat equity shares to the employeesunder any schemeduring the year under review.i) The company was not required to constitute a CSRCommittee as the company has notmet any of the thresholds mentioned in Section 135 of the CompaniesAct, 2013 during thefinancial year under review. Hence reporting about policy on Corporate Social responsibilityand the initiatives taken are not applicable to the company.j) The provisions of section 186 is not applicable to the company and hence reporting undersection 186on loans, guarantees and investments does not arise.k) All related party transactions were entered at arms' length basis and in the ordinarycourse of business.There were no material contracts or arrangements with related partiesreferred to in sub-section (1) of Section 188. Hence, Form AOC-2 pursuant to theCompanies(Accounts) Rules2014 is not enclosedI) The Company hasnothing to report on conservation of energy and technology. absorption.Therewere no foreign exchangeearnings or outgo for the company during the year.

._. --------------------

22. ACKNOWLEDGEMENT

Your Directors wish to place on record their appreciation for the continued support from allthose assisting the recovery of over dues. The Directors also wish to thank the employeesfor their co-operation.

By Order of the BoardFor UPASANA FINANCE LIMITED

14.08.2018Chennai

R~~" ~.~ 'h.Rekha JainDirectorDIN: 07704034

Bhavaika JainDirectorDIN: 07704015

------------------------ ------

Annexure -IFORMNO. MGT-9

EXTRACTOFANNUAL RETURNas on the financial year ended on 31/03/2018

[Pursuant to Section 92(3) of the CompaniesAct, 2013, andRule 12(1) of the Companies (Mgt. and Administration) Rules,2014]

I. REGISTRATIONAND OTHER DETAILS:

(i) CIN: L65191TN1985PLCOl1503(ii) Registration Date zs" January 1985(iii) Nameof the Company UPASANAFINANCELIMITED(iv) Category/ Sub-category of the Company Company limited by Shares/ Non-govt Company(v) Addressof the Registeredoffice and No.51, Hunters Road,Choolai, Chennai_ 600 112

contact details Email: [email protected]: +91-44-4380 1111

(vi) Whether listed Company Yes.Listed in BSELimited(vii) Nameand Address of Registrar & Integrated RegistryManagement ServicesPrivate Limited

Transfer Agents ( RTA) KencesTowers, 2nd Floor, No.1,RamakrishnaStreet,North UsmanRoad,T.Nagar, Chennai - 600 017Telephone: +9144 28140801-803

II. PRINCIPAL BUSINESSACTIVITIES OF THE COMPANY(All the businessactivities contributing 10 % or more of the total turnover of the company shall bestated)

S.No Name and Description of main products NICCodeof the % to total turnover/ services Product/service of the company

1 FinancialACtivities 64990 100

III. PARTICULARSOF HOLDING, SUBSIDIARY AND ASSOCIATECOMPANIES: NA

IV. SHAREHOLDING PATTERN (EQUITY)

NO OF SHARES HELD AT THE BEGINNING OF%THE YEAR NO OF SHARES HELD AT THE END OF THE YEAR

%OF %OFCHANGE

CATEGORYOF SHAREHOLDERS DEMAT PHYSICAL TOTAL TOTAL DEMAT PHYSICAL TOTAL TOTALDURING

SHARES SHARESTHE YEAR

SHAREHOLDING OF PROMOTER ANDPROMOTER GROUP

Indian

Individual/Hindu Undivided Family 3000200 - 3000200 70.13 3177712 27700 3205412 74.93 4.80

Central Government - - - - - - - - -

State Government - - - - - - - - -

Bodies Corporate - - - - - - - - -

Financial Institutions/Banks - - - - - - - - -

Any other(specify) - - - - - - - - -

SUB TOTAL All) 3000200 - 3000200 70.13 3177712 27700 3205412 74.93 4.80

-~----- ----------

Foreign

Individual(Nonresident/foreign) - - - - - - - - -

Bodies corporate - - - - - - - - -

Institutions - - - - - - - - -

Qualified Foreign Investor - - - - - - - - -


SUBTOTALA(2) - - - - - - - - -Total Shareholding of promoter and

3000200 - 3000200 70.13 3177712 27700 3205412 74.93 4.80Promoter Group(A)=A(1)+A(2)

Public Shareholding

Institutions

Mutual funds/Ufl - - - - - - - - -

Financial Institutions/Banks - - - - - - - - -Central Government - - - - - - - - -

State Government(s) - - - - - - - - -

Venture Capital Funds - - - - - - - - -

Insurance Companies - - - - - - - - -

Foreign Institutional Investors - - - - - - - - -

Foreign Venture Capital Investors - - - - - - - - -Qualified Foreign Investor - - - - - - - - -


SUBTOTALB(l) - - - - - - - - -

Non-InstitutionsBodies

30431 24400Corporate(lndian/foreign/Overseas) 54831 1.28 12651 24400 37051 0.87 (0.42)

Individuals(Resident/NRI/Foreign - -National} - - - - - - -

Individual shareholders holding289192 693722 982914 22.98 221852 633863 855715 20.00 (2.97)Nominal share Capital upto Rs.1Lakh

Individual shareholders holding 198334 25000 223334 5.22 176515 0 176515 4.13 (1.0g)Nominal share Capital above Rs.l Lakh

Qualified Foreign Investor - - - - - - - - -Any other(specify} - - - - - - - - -

Corporate CM/TM - Client Margin A/C 16621 0 16621 0.39 2633 0 2633 0.06 (0.33)

Clearing Member 100 0 100 0 674 0 674 0.02 (D.OD)

SUBTOTALB(2) 534678 743122 1227800 29.87 414325 658263 1072588 25.07 (4.80)

Total Public ShareHolding (B)=B(1}+B(2) 534678 743122 1227800 29.87 414325 658263 1072588 25.07 (4.80)

TOTAL(A)+(B) 3534878 743122 4278000 100 3592037 685963 4278000 100 -Shares held by Custodians and againstwhich Depository Receipts have been - - - - - - - - -issued

GRANDTOTAL(A)+(B)+(C) 3534878 743122 4278000 100 3592037 685963 4278000 100 -

SHAREHOLDINGS OF PROMOTERS

51.No Shareholder's Name Shareholding at the beginning of the Shareholding at the end of the yearyear

No. of % of total %ofShares No. of % of total % of Shares % change inShares Shares of Pledged! Shares Shares of Pledged! shareholding

the encumbered the encumbered during thecompany to total company to total year

shares shares1 ARUNDATHIKRISHNA 458300 10.71 0 0 0.00 0 (10.71)2 SURESHKRISHNA 687650 16.07 0 0 0.00 0 (16.07)3 LJSHAKRISHNA 1395950 32.63 0 0 0.00 0 (32.63)4 ARATHIKRISHNA 458300 10.71 0 0 0.00 0 (1O.71)5 REKHAM JAIN 0 0.00 0 1000200 23.38 0 23.386 BHAVIKAM JAIN 0 0.00 0 1205212 28.17 0 28.177 KHUSHBUMOHAN

KUMARJAIN 0 0.00 01000000 23.38 0

23.38Total 3000200 70.12 0 3205412 74.93 0 4.81

C) Changein Promoters' Shareholding:

S.No Name Opening Balance Increase! Decrease Closing BalanceShares % Shares % Shares %

1 Ms. Usha KrishnaPAN:AABPK7189FOpening Balanceas on

1395950 32.63 0 0 0 001.04.201720.09.2017 0 0 (395950) (9.26) 1000000 23.3827.09.2017 0 0 (1000000) (23.38) 0 0ClosingBalance as on

0 0 0 0 0 031.03.20182 Mr. Suresh Krishna

PAN:AABPK3154EOpening Balance as on

687650 16.07 0 0 0 001.04.201727.09.2017 0 0 (687650) (16.07) 0 0ClosingBalance as on

0 0 0 0 0 031.03.20183 Ms. Arundathi Krishna

PAN:AABPK3094ROpening Balance ason

458300 10.71 0 0 0 001.04.201727.09.2017 0 0 (458300) (10.71) 0 0ClosingBalance as on

0 0 0 0 0 031.03.20184 Ms. Arathi Krishna

PAN:AABPK3095QOpening Balance as on

458300 10.71 0 0 0 001.04.201720.09.2017 0 0 (145750) (3.41) 312550 7.3127.09.2017 0 0 (312550) (7.31) 0 0ClosingBalance as on

0 0 0 0 0 031.03.20185 Ms. Rekha M Jain

PAN:AADPJ8462COpening Balance as on

0 0 0 0 0 001.04.201721.11.2017 0 0 1000200 23.38 1000200 23.38ClosingBalance as on

0 0 0 0 1000200 23.3831.03.2018

6 Ms. Bhavika M JainPAN:AFAPB0985NOpening Balance as on

0 001.04.2017 0 0 0 021.11.2017 0 0 1177512 27.53 1177512 27.5312.01.2018 0 0 27700 0.65 1205212 28.17ClosingBalanceas on

031.03.2018 0 0 0 1205212 28.17

7 Ms. Khushbu Mohan KumarJainPAN:AJGPK8356GOpening Balanceas on

0 001.04.2017 0 0 0 0

27.09.2017 0 0 1000000 23.38 1000000 23.38ClosingBalance as on

0 031.03.2018 0 0 1000000 23.38

D) Shareholding Pattern of top ten Shareholders:(other than Directors, Promoters and Holders of GDRsand ADRs):

SL.NO NAME Opening Balance Increase I Decrease Closing Balance

Shares % Shares % Shares %1 Mr. Sanjaykumar Sarawagi

PAN :AEGPS6613F

Opening Balance as on 01-04-2017 43205 1.010 0 0 0 0

15-12-2017 0 0 198 0.005 43403 1.015

Closing Balance as on 31-03-2018 0 0 0 0 43403 1.015

2 Mr. Ghanshyam N Gajjar

PAN :ABSPG1705D

Opening Balance ason 01-04-2017 38615 0.903 0 0 0 0


3 Mr. Ashok Kumar Jain

PAN :AACPJ0884H


21-04-2017 0 0 -16000 -0.374 20740 0.485

28-04-2017 0 0 . -19740 -0.461 1000 0.023

25-08-2017 0 0 -1000 -0.023 0 0.000


4 Ms. Lakshmi M

PAN :AFTPL6609N


14-04-2017 0 0 -29499 -0.690 0 0.000

Closing Balance as on 31-03-2018 a 0 0 0 0 0.000

5 Mr. Kanta Suresh Jain

PAN :ADCPJ0312M


16-06-2017 0 0 -26805 -0.627 0 0.000


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Pluerosre;Jaa4Se~!qes'5l1list

13-10-2017 0 0 4500 0.105 24304 0.568

27-10-2017 0 0 34 0.001 24338 0.569

31-10-2017 0 0 -10 0.000 24328 0.569

17-11-2017 0 0 -101 -0.002 24227 0.566

01-12-2017 0 0 797 0.019 25024 0.585

23-03-2018 0 0 710 0.017 25734 0.602

Closing Balance as on 31-03-2018 0 0 0 0 25734 0.60218 Ms. Asha Rajesh Mehta

PAN :ACFPM4252R


08-12-2017 0 0 25000 0.584 25000 0.584

Closing Balance as on 31-03-2018 0 0 0 0 25000 0.58419 Mr. SVenkateswaran

PAN :800004


Closing Balance as on 31-03-2018 0 0 0 0 7000 0.16420 Mr. Ritesh Mohta

PAN :AAHPR7715C


Closing Balance as on 31-03-2018 0 0 0 0 7000 0.16421 Mr. Prakash Milapchand Jain

PAN :ACOPJ7101M


21-07-2017 0 0 -1000 -0.023 5056 0.118

28-07-2017 0 0 1000 0.023 6056 0.142

24-11-2017 0 0 200 0.005 6256 0.146

Closing Balance as on 31-03-2018 0 0 0 0 6256 0.14622 Ms. Nikitha A

PAN :APAPN6775L


30-03-2018 0 0 798 0.019 5798 0.136


E)Shareholding of Directors and Key Managerial Personnel',SN Shareholding of each Directors and each Key Shareholding at the Cumulative Shareholding

Managerial Personnel beginning during theof the year year

No. of % of total No. of % of totalshares shares of the shares shares of the

company company1 Mr. SESMani, Director·

Atthe beginning of the year 1000 0.023 1000 0.023Increase I Decrease in Promoters Shareholding &

-reasons thereof: - - -

At the end of the year 1000 0.023 1000 0.0232 Mr. SRamakrishnan, Director·

At the beginning of the year 200 0.00 200 0.00Increase I Decrease in Promoters Shareholding & - -reasons thereof: - -

At the end of the year 200 0.00 200 0.00

3 Mr. R. Krishnan, CFO& Company Secretary.At the beginning of the year 100 0.00 100 0.00Increase / Decrease in Promoters Shareholding & - - - -reasons thereof:At the end ofthe year 100 0.00 100 0.00

4 Mr. RSomasundaram, CEO.At the beginning of the year 200 0.00 200 0.00Increase / Decrease in PromotersShareholding & reasons thereof: - - - -At the end of the year 200 0.00 200 0.00

5 Ms. Rekha M Jain··At the beginning of the year 0 0 0 0Increase / Decrease in Promoters

1000200 23.38 1000200 23.38Shareholding & reasons thereof: 21-11-2017At the end of the year 1000200 23.38 1000200 23.38

6 Ms. Bhavika M Jain··At the beginning of the year 0 0 0 0Increase / Decrease in PromotersShareholding & reasons thereof:21-11-2017 1177512 27.53 1177512 27.5312-01-2018 27700 0.65 1205212 28.17At the end of the year 1205212 28.17 1205212 28.17

7 Ms. Khushbu Mohan Kumar Jain·*At the beginning of the year 0 0 0 0Increase / Decrease in Promoters

1000000 23.38 1000000 23.38Shareholding & reasons thereof: 21-11-2017At the end of the year 1000000 23.38 1000000 23.38

* resigned with effect from 4th October 2017.** appointed with effect from 4th October 2017.

V. INDEBTEDNESS:NIL

VI. Remuneration of Directors and KeyManagerial Personnel

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

B. Remuneration to other directors: NIL

C.Remuneration to Key Managerial Personnel other than MD/Manager/WTD:

S.No Particulars of Remuneration Name of CFO& CS Name of CEO Total AmountSri. R Krishnan* Sri RSomasundaram*

1 Grosssalary(a) Salaryas per provisions contained in section 14,13,919 8,62,475 22,76,39417(1)of the Income-tax Act, 1961(b) Value of perquisites u/s 17(2)Income-tax Act, - - -1961(c) Profits in lieu of salary under section 17(3) - - -Income- tax Act, 1961

2 Stock Option - - -3 Sweat Equity - - -4 Commission - - -

- as% of profit- others, specify

5 Others, please specify (Settlement made) 3,27,023 10,60,863 13,87,886TotallA) 1740942 1923338 3664280Ceilingas per the Act NA

VII. Penalties I Punishment! Compounding of Offences: NILBy Order of the Board

For UPASANA FINANCE LIMITED

14.08.2018Chennai

7;&~·~LBhavaika JainDirectorDIN: 07704015

I

i~~~ yYl . Jcu h

Rekha JainDirectorDIN: 07704034

Annexure - IINomination and Remuneration Policy

I. Criteria for Appointment of Directors

a) Qualifications

An Independent director shall be a person of eminence, standing and knowledgewith significant achievements in business, professions and/or public service orprofessional practice and desirable to have industry experience in which thecompany operates. An independent director' shall possess appropriate skills,experience and knowledge in one or more fields of finance, law, management, sales,marketing, administration, research, corporate governance, operations or otherdisciplines related to the company's business.

b) Positive attributes of Directors (including Independent Directors)

Nomination and Remuneration Committee shall take into account the followingpositive attributes while recommending the appointment of independent director• To demonstrate integrity, credibility, trustworthiness, ability to handle conflictconstructively, and the willingness to address issues proactively• Continuously update their knowledge and skills with the latest developments in therelevant industry, market conditions and applicable legal provisions• Ability and willingness to devote sufficient time and attention to the Company'sbusiness and discharge their responsibilities.• Ability to bring an independent judgment to the Board's deliberations especially onissues of strategy, performance, risk management, key appointments and standardsof conduct.• Ability to develop a good working relationship with other Board members andcontribute to the Board's working relationship with the senior management of theCompany.• To act within their authority, assist in protecting the legitimate interests of theCompany, its shareholders and employees Assist the company in implementing thebest corporate governance practices.

c) An Independent director should meet the requirement of the Companies Act, 2013and the requirements of SEBI (LODR) regulations 2015 concerning independence ofdirectors as may be specified from time to time.

II. Remuneration policy for Directors and whole time directors

• Non-Executive Directors: At present the non-executive directors have waived theirsitting fees and do not receive any remuneration.

• Managing Director/ Whole Time Director/ Manager: At present the company doesnot have a Managing Director/ Whole Time Director/ Manager

III. Remuneration policy for Key managerial Personnel and other employees

The following will be the guiding factors with respect to remuneration to KeyManagerial Personnel and employees

a) The objective of policy is directed towards having a compensation philosophy andstructure that will reward and retain talent.

b) Remuneration to Key Managerial Personnel and other employees will have abalance between fixed and incentive pay reflecting both short and long termperformance objectives appropriate to the working of the Company and its goals andobjectives. Such remuneration will generally comprise of fixed pay, bonus, ex-gratia,perquisites and other work related benefits.

c) The Remuneration to the key managerial personnel and other employees will besuch as to ensure that the relationship of remuneration to performance is clear andmeets appropriate performance benchmarks and also the market conditions in theemployment market.

By Order of the BoardFor UPASANA FINANCE LIMITED

14.08.2018Chennai 7'~~~J~'

DirectorDIN:'07704015

R~~~rn ._y~~Rekha JainDirectorDIN: 07704034

Annexure - III

Statement of particulars as per Rule 5 of Companies (Appointment and Remuneration ofManagerial personnel) Rules,2014

(i) The ratio of the remuneration of each director to the median remuneration of theemployees of the company for the financial year. None of the directors is receiving anyremuneration from the company. The directors do not receive sitting fees also. Hence theratio of the remuneration of each director to the median remuneration of the employees ofthe company for the financial year 2017-18 does not arise.

(ii) The percentage increase in remuneration of each Director, Chief Financial Officer, ChiefExecutiveOfficer, CompanySecretary or Manager in the financial year:

S.No. Name Designation Percentage increasein remuneration

1 RKrishnan* CFO& Secretary 5.322 RSomasundaram* CEO 19.97

th*resignedwith effect from 4 October 2017.

Further during the year, a sum amounting to Rs.3,27,023/- was paid to Mr. R Krishnan andRs.10,60,863/- was paid to Mr. RSomasundaramin the form of settlement.

(iii) The percentage increase in the median remuneration of employees in the financial year:Not applicable

(iv) The number of permanent employees on the rolls of Company- None.

(v) Average percentile increase already made in the salaries of employees other than themanagerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out if there areany exceptional circumstances for increase in the managerial remuneration: Not applicable.

(vi) It is hereby affirmed that the remuneration paid is as per the Remuneration Policy forDirectors, KeyManagerial Personnel and other Employees.

(vii) The namesof the top ten employees in terms of remuneration drawn: Not applicable.

ByOrder of the BoardFor UPASANAFINANCELIMITED

14.08.2018Chennai

7'£~&~BhavaikaJainDirectorDIN:07704015

9--¬ /~~RekhaJainDirectorDIN: 07704034

A. K. JAIN & ASSOCIATESCOMPANY SECRETARIES

US S. YLni[X:J,lmarJain B.Com., FCS

Balu. Sridhar MAC.S., FCS., LLB

Pankgj Melita B.Com (C.S.), ACS

Form No.MR.3

Secretarial Audit Report(For the financial year ended 31st March, 2018)

[Pursuant to Section 204(1) of the CompaniesAct, 2013 and RuleNo.9 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules,2014]

ToTheMembersUPASANAFINANCELIMITEDNo. 51, Hunters Road,Choolai,Chennai- 600 112

We have· conducted the secretarial audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by MIs. Upasana Finance Limited(hereinafter called the Company). Secretarial Audit was conducted in a manner thatprovided us a reasonable basis for evaluating the corporate conducts / statutorycompliancesand expressingour opinion thereon.

Basedon our verification of Company's books, papers, minute books, forms and returnsfiled and other records maintained by the Company and also the information provided bythe Company, its officers, agents and authorized representatives during the conduct ofsecretarial audit, We hereby report that in our opinion, the company has, during the auditperiod covering the financial year ended on 31st March, 2018, complied with the statutoryprovisions listed hereunder and also that the Company has proper Board-processes andcompliance-mechanism in place to the extent, in the manner and subject to the reportingmade hereinafter:

We have examined the books, papers, minute books, forms and returns filed and otherrecords maintained by Upasana Finance Limited (ItThe Company") for the financial yearended on 31st March, 2018 according to the provisions of:

1)The CompaniesAct, 2013 (the Act) and the Rulesmade thereunder.2) The Securities Contracts (Regulation) Act, 1956 ('SCRA') and the Rules madethereunder;3) The Depositories Act, 1996 and the Regulationsand Bye-lawsframed thereunder;4) The following Regulations and Guidelines prescribed under the Securities andExchangeBoard of India Act, 1992 ('SEBIAct')i) The Securities and ExchangeBoard of India (Substantial Acquisition of Shares

and Takeovers) Regulations,2011ii) The Securities and Exchange Board of India {Prohibition

Regulations, 2015;

No.2, (New No.3), RajaAnnamalaiRoad,FirstFloor,Purasaiwalkam,Chennai- 600084.Phone:2665 1224 /4555 8281 Cell: 98411 76001 /9841322315 E-mail:[email protected]

iii) The Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations, 2009;

iv) The Securities and Exchange Board of India (Registrars to an Issue and Share

Transfer Agents) Regulations, 1993 regarding the Companies Act and dealingwith client.

v) The Securities and Exchange Board of India (listing Obligation and DisclosureRequirements) Regulations, 1998;

5) Following other laws applicable specifically to the company:i) Reserve Bank of India Act, 1934

We report that, the provisions of the following regulations are not applicable to theCompany during the audit period:-

(a) The Securities and Exchange Board of India (Employee Stock Option Scheme andEmployee Stock Purchase Scheme) Guidelines, 1999;·(b) The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations, 2008;(c) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations,2009; and(d) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998;

We have also examined compliance with the applicable clauses of the following:

i) Secretarial Standards with respect to Meetings of Board of Directors (SS-l) andGeneral Meetings (SS-2) issued by The Institute of Company Secretaries of India.

ii) The Listing Agreements entered into by the Company with Bombay StockExchange Ltd.

We further report that the applicable financial laws, such as the Direct and Indirect TaxLaws, have not been reviewed under our audit as the same falls under the review ofstatutory audit and by other designated professionals.

During the period under review, the Company has complied with the provisions of the Act,Rules,Regulations,Guidelines, Standards,etc., subject to the following:

i)

(ii) In absence of Company Secretary during the period 05.10.2017 to 31.03.2018,the Company has not complied with Regulation 6 of Securities and ExchangeBoard of India (Listing Obligations and Disclosure Requirements) Regulations,2015, viz., appointment of Company Secretary as Compliance officer.

(iii) The Company has not appointed whole-time Key Managerial Personnel (KMP)as required under the first proviso of sub-section 1 of Section 203 of theCompanies Act 2013 read with Rule 8 of the Companies (Appointment andRemuneration of Managerial Personnel) Rules, 2014.

(iv) The un-audited results for the quarter ended December 31, 2017 wereintimated to BSE on 20.02.2018 l.e., beyond the time limits as specified inRegulation 33 of the SEBI (Listing Obligations and Disclosure Requirements).Regulations, 2015 (LODRRegulations).

(v) During the period from 05.10.2017 to 20.11.2017, the Company has notcomplied with Regulation 18 of Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations, 2015, viz., compositionof Audit Committee with respect to Independent Directors.

We further report that:

i) The Board of Directors of the Company is duly constituted with proper balance of NonExecutive Directors and Independent Directors. The changes in the composition of theBoard of Directors that took place during the period under review were carried out incompliance with the provisions of the Act.

ii) adequate notice is given to all directors to schedule the Board Meetings, agenda anddetailed notes on agenda were sent at least seven days in advance, and a system exists forseeking and obtaining further information and clarifications on the agenda items before themeeting and for meaningful participation at the meeting and other business which are notincluded in the Agenda are considered vide supplementary agenda subject to consent of theBoard of Directors.

iii) All the decisions at Board meetings and Committee Meetings are carried outunanimously as recorded in the minutes of the meetings of the Board of Directors orCommittee of the Board, as the case may be.

iv) There are adequate systems and processes in the Company commensurate with the sizeand operations of the company to monitor and ensure compliance with applicable laws,rules, regulations and guidelines.

We further report that there are adequate systems and processes in the Companycommensurate with the size and operations of the company to monitor and ensurecompliance with applicable laws, rules, regulations and guidelines.

We further report that during the audit period, there were no instances of:

(i) Public/Right/Preferential issue of shares / debentures/sweat equity, etc.(ii) Redemption / buy-back of securities.(iii) Foreign technical collaborations

For A.K JAIN & ASSOCIATES

Place: ChennaiDate: 14.08.2018

c. P. No. 3550

This report is to be read with our letter of even dated which is annexed as Annexure A andform an integral part of this report.

Annexure ATo,The MembersUPASANAFINANCELIMITEDNo. 51, Hunters Road,Choolai,Chennai- 600 112

Our report of even date is to be read along with this letter.

1. Maintenance of Secretarial Records is the responsibility of the management of theCompany.Our responsibility is to express an opinion on these secretarial records basedon our audit.

2. We have followed the audit practices and processes as were appropriate to obtainreasonable assuranceabout the correctness of the contents of the Secretarial Records.The verification was done on test basis to ensure that correct facts are reflected insecretarial records. We believe that the processesand practices, we followed provide areasonable basisfor our opinion.

3. We have not verified the correctness and appropriateness of financial records and Booksof Accounts of the Company.

4. Wherever required, we have obtained the Management representation about thecompliance of laws, rules and regulations and happening of events, etc.

5. The compliances of the provisions of Corporate and other applicable laws, rules,regulations, standards is the responsibility of management. Our examination was limitedto the verification of procedures on test basis.

6. The Secretarial Audit report is neither an assurance as to the future viability of theCompany nor the efficacy or effectiveness with which the management has conductedthe affairs ofthe Company.

ForA.K JAIN& ASSOCIATES

Place: ChennaiDate: 14.08.2018

PartnerFCSNo. 5869C. P. No. 3550

KALYANASUNDARAM & Co.,CHARTERED ACCOUNTANTS

Independent Auditors' Reportto the Membersof

UPASANA FINANCE LIMITED

1. Reporton the StandaloneFinancialStatementsWe have audited the accompanying standalone financial statements of UpasanaFinance Limited (lithe Company"), which comprise the Balance Sheet as at 31stMarch, 2018, the Statement of Profit and Loss,the CashFlow Statement for the yearthen ended, and a summary of the significant accounting policies and otherexplanatory information.

2. Management'sResponsibilityfor the StandaloneFinancialStatementsThe Company's Board of Directors is responsible for the matters stated in Section134(5) of the Companies Act, 2013 (lithe Act") with respect to the preparation ofthese standalone financial statements that give a true and fair view of the financialposition, financial performance and cash flows of the Company in accordancewiththe accounting principles generally accepted in India, including the AccountingStandards specified under Section 133 of the Act, read with Rule 7 of theCompanies(Accounts) Rules,2014.This responsibility also includes maintenance of adequate accounting records inaccordance with the provisions of the Act for safeguarding the assets of theCompanyand for preventing and detecting frauds and other irregularities; selectionand application of appropriate accounting policies; making judgments andestimates that are reasonable and prudent; and design, implementation andmaintenance of adequate internal financial controls, that were operatingeffectively for ensuring the accuracy and completeness of 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 fraudor error.

3. Auditor's ResponsibilityOur responsibility is to express an opinion on these standalone financial statementsbasedon our audit.

We have taken into account the provisions of the Act, the accounting and auditingstandards and matters which are required to be included in the audit report underthe provisions of the Act and the Rulesmade thereunder.

We conducted our audit in accordance with the Standards on Auditing specifiedunder Section 143(10) of the Act. Those Standards require that we comply withethical requirements and plan and perform the audit to obtain reasonable assuranceabout whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about theamounts and the disclosures in the financial statements. The procedures selecteddepend on the auditor's judgment, including the assessmentof the risks of material

18, (Old No. 22), 2nd CrossStreet, Lake Area, Nungambakkam, CHENNAI - 60003;\. ' /.;~'/Phone: 044 - 2817 2873,2817 5393. E-mail: [email protected]; kalyanasundaramcompany@gmail:Ct!Ji(

/


misstatement of the financial statements, whether due to fraud or error. In makingthose risk assessments,the auditor considers internal financial control relevant tothe Company's preparation of the financial statements that give a true and fair viewin order to design audit procedures that are appropriate in the circumstances. Anaudit also includes evaluating the appropriateness of the accounting policies usedand the reasonableness of the accounting estimates made by the Company'sDirectors, aswell asevaluating the overall presentation of the financial statements.

We believe that the audit evidencewe have obtained is sufficient and appropriate toprovide a basisfor our audit opinion on the standalone financial statements.

4. OpinionIn our opinion and to the best of our information and according to the explanationsgiven to us, the aforesaid standalone financial statements give the informationrequired by the Act in the manner so required and give a true and fair view inconformity with the accounting principles generally accepted in India:a) in the caseof the BalanceSheet, of the state of affairs of the Companyasat March31,2018;b) in the caseof the Statement of Profit and Loss,of the profit for the year ended onthat date; andc) in the caseof the CashFlow Statement, of the cash flows for the year ended onthat date

5. Emphasisof MatterTheCompanyhasnot appointedwholetime director,CompanySecretaryandChiefFinancialOfficerasrequiredundersection203of the Act readwith ruleSAof the Companies(AppointmentandRemunerationof Managerialpersonnel)Rules,2014.TheCompanyis inthe processof appointingthem.OurOpinionisnot qualifiedin respectof this matter.

6. Report on Other Legal and Regulatory Requirements

i) As required by the Companies (Auditor's Report) Order, 2016 (lithe Order")issuedby the Central Government of India in terms of sub-section 11of section143 of the Act, we give in the Annexure A, a statement on the mattersspecified in paragraph 3 and 4 of the Order.As required by Section 143 (3) ofthe Act, we report that:

a) We have sought and obtained all the information and explanations which tothe best of our knowledge and belief were necessaryfor the purposes of ouraudit.

b) In our opinion, proper books of account as required by law have been kept bythe Companyso far as it appearsfrom our examination of those books.

c) The Balance Sheet, the Statement of Profit and Loss, and the Cash FlowStatement dealt with by this Report are in agreement with the books of

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ii)

account.

18, (Old No. 22), 2nd CrossStreet, Lake Area. Nungambakkam, CHENNAI - 600034.Phone: 044 - 28172873,2817 5393. E-mail: [email protected] [email protected]


d) In our opinion, the aforesaid standalone financial statements comply with theAccounting Standards specified under Section 133 of the Act, read with Rule7 of the Companies (Accounts)Rules,2014.

e) On the basisof the written representations received from the directors ason31st March, 2018 taken on record by the Board of Directors, none of thedirectors is disqualified as on 31st March, 2018 from being appointed as adirector in terms of Section 164 (2) of the Act.

f) With respect to the adequacy of the internal financial controls over financialreporting of the Company and the Operating Effectiveness of such controls,refer to our separate report in 1/Annexure 8".

g) With respect to the other matters to be included in the Auditor's Report inaccordance with Rule 11 of the Companies (Audit and Auditors) Rules,2014,in our opinion and to the best of our information and according to theexplanations given to us:i. the Company hasdisclosedthe effect of the pending legal proceedings

against it in its financial statements asmentioned in Note 19 of the Notesto the Accounts;

ii. The Company did not have any long term contracts including derivativecontract for which there were any material foreseeable losses.

iii. during the year, there were no requirement on the part of the companyto transfer anyamount to the Investor Education and Protection Fund

Place:ChennaiDate:29 May 2018

ForMIs. Kalyanasundaram & Co.Chartered Accountants_vWC.P.GovardhanPartnerMembership No. 218363

18, (Old No. 22), 2nd Cross Street, Lake Area, Nungambakkam, CHENNAI - 600 034. .Phone: 044 - 28172873,2817 5393.E-mail: [email protected]:[email protected]


"Annexure A" to the Auditors' Report Referred toParagraph 5 of Our Report of Even Date

1. The Companyhas no fixed assets.

2. The Company has no stock of inventory and hence reporting on physical verificationdoes not arise.

3. During the year, the company has not granted any loan to a company, firm, LimitedPartnershipsor other parties covered in the register maintained under section 189ofthe CompaniesAct, 2013.

4. During the year, the company has not granted any loan, furnished any gurantees orprovided any security. The Companyhascomplied with the provisions of Section 185of the CompaniesAct, 2013. The provisions of Section 186 are not applicable to thecompany.

5. The Company has not accepted any deposit within the meaning of Section 73 to 76of the CompaniesAct, 2013 during the year.

6. The Central Government has not prescribed the maintenance of cost records underSection 148(1) of the Act.

7. (i) According to the records provided to us, the company is generally regular indepositing undisputed statutory dues including provident fund, Income Tax, servicetax and Tax deducted at source with the appropriate authorities. However we haveobserved delays in remitting sums in respect of Taxdeducted at source.(ii) According to information and explanations given to us, there are no undisputeddues that were not deposited with the concerned authorities.

8. The Company has not availed any term loan form the bank or financial institutions.Hencethe reporting on default in repayment thereof does not arise.

9. The Company has not raised any moneys by way of initial public offer or furtherpublic offer (including debt instruments) or by way of term loans during the year.Hencereporting on utilization of suchmoney does not arise.

10.To the best of our knowledge and belief and according to the information andexplanations given to us, during the year, no fraud by the Company and no materialfraud on the Company by its officers or employees were noticed or reported duringthe course of our audit.

11. No managerial remuneration hasbeen paid or provided during the year.

12.According to the information, explanations and Management representation givento us and based on our examination of the records of the Company, there were norelated party transactions entered into by the company during the y~~"",,

/< ,- "',\,

18, (Old No. 22), 2nd Cross Street. Lake Area. Nungambakkam, CHENNA[ ~:6()if()j4. . .Phone,' 044 - 28172873,28175393. E-mail [email protected] .. kalyanasundar([email protected]


13.The Company has not made any preferential allotment or private placement ofshares or fully or partly convertible debentures during the year.

14. In our opinion and according to the information and-explanations given to us andbased on our examination of the records of the Company, the Company has notentered into non-cashtransactions with directors or personsconnected with them.

15.The Company is required to be registered under Section 4s-IA of the ReserveBankofIndia Act, 1934 and hasobtained the registration.

16. In our opinion and according to the information and explanations given to us, thenature of the Company's business/ activities during the year has been such thatclauses(ii) (regarding inventory) and (xii) (regarding Nidhi Company) of paragraph 3of the Companies (Auditor's Report) Order, 2016 are not applicable to the Companyfor the year.

Place:ChennaiDate: 29 May 2018

MIs. Kalyanasundaram & Co.,Chartered Accountants

\-\Vc.P'Gov~:nPartnerMembership No. 218363

18, (Old No. 22), 2nd Cross Street, Lake Area, Nungambakkam, CHENNAI - 600 034. .Phone,' 044 - 2817 2873,281'5393. E-mail [email protected] [email protected]

--------------


"Annexure B" to the Independent Auditors' Report

1. Report on the Internal Financial Controls under Clause(i) of Sub-section 3 of Section 143 ofthe Companies Act, 2013 (lithe Act")

We have audited the internal financial controls over financial reporting ofUpasana Finance Limited, Chennai (lithe Company") as at 31st March, 2018 inconjunction with our audit of the standalone financial statements of the Companyfor the period ended on that date.

2. Management's Responsibility for Internal Financial Controls with reference to FinancialStatements

The Company'sManagement is responsible for establishing and maintaining internalfinancial controls with reference to financial statements basedon the internalcontrol over financial reporting criteria established by the Company, considering theessential components of internal control stated in the Guidance Note on Audit ofInternal FinancialControls Over FinancialReporting issuedby the Institute ofChartered Accountants of India (ICAI).Theseresponsibilities include the design,implementation and maintenance of adequate internal financial controls withreference to financial statements that were operating effectively for ensuring theorderly and efficient conduct of its business,including adherence to the respectiveCompany'spolicies, the safeguardingof its assets,the prevention and detection offrauds and errors, the accuracyand completeness of the accounting records, and thetimely preparation of reliable financial information, as required under theCompaniesAct, 2013.

3. Auditor's Responsibility

Our responsibility is to express an opinion on the Company's internal financialcontrols over financial reporting with reference to financial statements based onour audit. We conducted our audit in accordance with the Guidance Note onAudit of Internal Financial Controls Over Financial Reporting (the "Guidance Note")and the Standards on Auditing, issued by ICAI and deemed to be prescribed undersection 143(10) of the Companies Act, 2013, to the extent applicable to an audit ofinternal financial controls, both issued by the Institute of Chartered Accountants ofIndia. Those Standards and the Guidance Note require that we comply with ethicalrequirements and plan and perform the audit to obtain reasonable assuranceaboutwhether adequate internal financial controls over financial reporting with referenceto financial statements were established and maintained and if such controlsoperated effectively in all material respects.Our audit involves performing procedures to obtain audit evidence about theadequacy of the internal financial controls system with reference to financialstatements over financial reporting and their operating effectiveness. Our audit ofinternal financial controls over financial reporting with reference- 0 financial

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statements included obtaining an understanding of internal financial controls overfinancial reporting with reference to financial statements, assessingthe risk that amaterial weakness exists, and testing and evaluating the design and operatingeffectiveness of internal control based on the assessedrisk. The procedures selecteddepend on the auditor's judgement, including the assessmentof the risks of materialmisstatement of the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our audit opinion on the Company's internal financial controlssystem with reference to financial statements over financial reporting with referenceto financial statements.

4. Meaning of Internal Financial Controls over Financial Reporting

A company's internal financial control with reference to financial statements overfinancial reporting is a process designed to provide reasonable assurance regardingthe reliability of financial reporting and the preparation of financial statements forexternal purposes in accordance with generally accepted accounting principles. Acompany's internal financial control with reference to financial statements overfinancial reporting includes those policies and procedures that;

I. pertain to the maintenance of records, that in reasonable detail,accurately and fairly reflect the transactions and dispositions of the assetsofthe company;

II. provide reasonable assurancethat transactions are recorded asnecessaryto permit preparation of financial statements in accordance withgenerally accepted accounting principles, and that receipts andexpenditures of the company are being made only in accordance withauthorisations of management and directors of the company; and

III. provide reasonable assuranceregarding prevention or timely detection ofunauthorised acquisition, use, or disposition of the company's assetsthatcould have a material effect on the financial statements.

5. Inherent Limitations of Internal Financial Controls over Financial Reporting with referenceto Financial Statements

J 8, (Old No. 22), 2nd CrossStreet, Lake Area, Nungambakkam, CHENN1,.~600O~./,; / 'Phone: 044 - 2817 2873,2817 5393.E-mail: [email protected] ..kalyanasunda~~~ail.com

Because of the inherent limitations of internal financial controls over financialreporting with reference to financial statements, including the possibility of collusionor improper management override of controls, material misstatements due to erroror fraud may occur and not be detected. Also, projections of any evaluation of theinternal financial controls over financial reporting to future periods are subject to therisk that the internal financial control with reference to financial statements overfinancial reporting may become inadequate because of changes in conditions, orthat the degree of compliance with the policies or procedures may)i~te.. ,(: •... ,~>\ \

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6. Opinion

In our opinion, the Company has, in all material respects, an adequate internalfinancial controls system with reference to financial statements over financialreporting and such internal financial controls over financial reporting were operatingeffectively as at 31st March, 2018, based on the internal control over financialreporting with reference to financial statements criteria established by the Companyconsidering the essential components of internal control stated in the GuidanceNote on Audit of Internal Financial Controls over Financial Reporting issued by theInstitute of Chartered Accountants of India.

Place:ChennaiDate: 29 May 2018

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ForMIs. Kalyanasundaram & Co.,Cha ered Accountants

PartnerMembership No. 218363

18. (Old No. 22J. 2nd Cross Street. Lake Area. Nungambaklcam.CHENNAI- 600 034.Phone: 044 - 28172873.2817 5393.E-mail: [email protected] [email protected]

--.,.

(y UPASANA FINANCE LIMITEDCIN: L65191TN1985PLC011503

Regd off: No.51 Hunters Road, Choolai, Chennai, Tamil Nadu - 600112Tel: 044-43801111; Email: [email protected]; Website: www.upasanafinance.com

PAN: AAACU0852DDate of Incorporation: 25.01.1985

Assessment Year: 2018-19Status: Public company

•Particulars Note No As at 31-03-2018 As at 31-03-2017

I. EQUITY AND LIABILITIES(a) Share Capital 3 42,780,000 42,780,000(b) Reserves and Surplus 4 87,528,637 84,694,898

(2) Non-Current Liabilities(a) Long-term provisions 5 - 1,840,457

(3) Current Liabilities(a) Short-term borrowings 6 100,000 -(b) Trade payables - -(c) Other current liabilities 7 453,915 460,227(d) Short-term provisions - For Tax 8 (213,393) (719,999)Total 130,649,159 129,055,583(1) Non-current assets(a) Fixed assets

(i) Tangible assets - -(ii) Intangible assets - -

(b) Deferred Tax - -(c) Long Term Loans & Advances 9 1,877,416 13,377,416

(2) Current assets(a) Current Investments 10 - 83,939,465(b) Trade receivables - -(c) Cash and cash equivalents 11 15,798,031 219,995(d) Short-term loans and advances 12 112,973,712 30,104,489(e) Other current assets 13 - 1,414,218Total 130,649,159 129,055,583

Balance Sheet as at 31st March 2018

The accompanying notes 1 to 26 are an integral part of the Financial Statements

For and on behalf of the Board As per Report attached of even date


.~~(/,

IlK usbhu M Jainrector

DIN: 07704023

For MIs. Kalyanasundaram & Co.Chartered tPcou_n_tants

~h//' ,

(C. P. GOVARDHAN)PartnerMembership No. 218363

DirectorDIN: 07704015

Place: Chennai.Date: May 29, 2018

UPASANA FINANCE LIMITEDCIN: L65191TN1985PLC011503

Regd off: NO.51 Hunters Road, Choolai, Chennai, Tamil Nadu - 600112Tel: 044-43801111; Email: [email protected]; Website: www.upasanafinance.com

PAN: AAACU0852D Assessment Year: 2018-19Date of Incorporation: 25.01.1985 Status: Public company

Profit and Loss statement for the year ended 31st March, 2018

Particulars Note No As at 31-03-2018 As at 31-03-2017

I. Revenue from operations 14 10,830,311 13,369,669

II. Other Income 15 147 129

III. Total Revenue (I +11) 10,830,458 13,369,798

IV. Expenses:Employee benefit expense 16 3,977,007 5,291,125Financial costs 17 3,195 4,385Depreciation and amortization expense - -Other expenses 18 3,033,773 1,465,379Total Expenses 7,013,975 6,760,889

V. Profit before exceptional and extraordinary items and tax (III - IV) 3,816,483 6,608,909VI. Exceptional Items - -VII. Profit before extraordinary items and tax (V - VI) 3,816,483 6,608,909VIII. Extraordinary Items - -IX. Profit before tax (VII - VIII) 3,816,483 6,608,909X. Tax expense:(1) Current tax 982,744 750,000(2) Tax of Earlier Years - (25,126)(3) Deferred tax - -XI. ProfiU(Loss) for the period from continuing operations (IX - X) 2,833,739 5,884,035XII. ProfiU(Loss) from discontinued operations - -XIII. Tax expense of discontinued operations - -XIV. ProfiU(Loss) from Discontinued operations (XII- XIII) - -XV. ProfiU(Loss) for the period (XI + XIV) 2,833,739 5,884,035

XVI. Earning per equity share:(1) Basic 0.66 1.38(2) Diluted 0.66 1.38

The accompanying notes 1 to 26 are an integral part of the Financial Statements


7·lhwtJa.LBhavTlfaM JainDirectorDIN: 07704015

n; ,rJ, ~ f:jtt.J!1

·~MJain~~~:r~DIN: 07704023

For Mis. Kalyanasundaram & Co.Chartered~countants\/ ~/ ,

(C. P. GOVAR HAN)PartnerMembership No. 218363


Place: ChennaiDate: May 29, 2018

CASH FLOW STATEMENT FOR THE YEAR ENDED 31st MARCH 2018

PARTICULARS Year ended March 31, 2018 Year ended March 31, 2017A. CASH FLOW FROM OPERATINGACTIVITIES:Net Profit before tax 3,816,484 6,608,909Adjustments for:Dimunition in Value of Mutual Fund - -Tax relating to earlier years - -Profit on Sale of Mutual Funds (3,519,437) (3,519,437) (2,788,830) (2,788,830)

Operating Profit before Extraordinary 297,047 3,820,079items &Working Capital changes:Adjustments For Changes in WorkingCapital:Loans and Advances and other current

246,365assets (111,559,494)Other Current Liabilities and Provisions 600,294 (110,959,200) (43,724) 202,641

(110,662,153) 4,022,720

Less: Direct Taxes Paid 982,745 -(a) (111,644,898) (a) 4,022,720

B. CASH FLOW FROM INVESTINGACTIVITIESSale of Investments 87,458,902 14,834,419Purchase of Investments - (17,082,527)

NET CASH FLOW FROMl(USED IN)INVESTING ACTIVITIES (b) 87,458,902 (b) (2,248,108)

NET CASH USED IN FINANCINGACTIVITIES - -Repayment of Long Term Liabilities (1,840,457)Realisation of Long Term Advances 11,500,000

(c) 9,659,543 (c) -NET INCREASEI(DECREASE) IN CASHAND CASH EQUIVALENTS (a+b+c) (14,526,453) 1,774,612

Cash and cash equivalents at the beginningof the yearCash and cash equivalents at the end of theyearThe notes referred to above form an integralpart of the financial statementsThis is the cash flow statement referred to inour report of even date

30,324,484 28,549,872

15,798,031 30,324,484


r~M~DirectorDIN: 07704015

i ' r.1 .'1WJWvV'Ctu,\ .,K usbhu M Jaini9(rectorDIN: 07704023

For MIs. Kalyanasundaram & Co.

Chartered Ac~~m~::. s:~

_\-~(C. P. GOVARDHAN)PartnerMembership No. 218363


Place: Chennai.Date: May 29, 2018


Regd off: No.51 Hunters Road, Choolai, Chennai, Tamil Nadu - 600 112Tel: 044-43801111; Email: [email protected]; Website: www.upasanafinance.com


Notes to financial statements for the year ended March 31, 2018(All amounts are in Indian Rupees except share data or as stated)


NOTE 1 BackgroundUpasana Finance Limited was incorporated as Non-Government company on 25.01.1985 having itsregistered office in Chennai. The Company is engaged in the business of Financial Activities.

NOTE 2 Significant Accounting Policiesa) Basis of preparation of financial statements

The financial statements have been prepared and presented under the historical cost convention,on the accrual basis of accounting in accordance with the generally accepted accounting principles('GAAP') in India and comply with the Accounting Standards notified by the Central Governmentpursuant to Companies (Accounting Standard) Rules, 2006, other pronouncements of the Instituteof Chartered Accountants of India (ICAI) and the relevant provisions of the Companies Act, 2013,to the extent applicable.

b) Use of estimatesThe preparation of financial statements in conformity with GAAP requires management to makeestimates and assumptions that affect the reported amounts of assets and liabilities, revenue andexpenses, disclosure of contingent assets and liabilities at the date of the financial statements andthe reported amounts of revenues and expenses during the period reported. Actual results coulddiffer from these estimates. Any revision to accounting estimates is recognized prospectively in thecurrent and future periods.

c) Revenue recognitionDividend income is recognized when unconditional right to receive the payment is established.Interest income on deposits and interest bearing securities is recognized on the time proportionatemethod.

d) Borrowing costsBorrowing cost comprising interest and finance charges directly attributable to the construction ofqualifying assets are capitalized as part of the cost of that asset until the activities necessary toprepare the qualifying asset for its intended use are complete. Other borrowing costs arerecognized as an expense in the period in which they are incurred.

e) Employee benefitDefined benefit planGratuity: The Company provides for gratuity, a defined benefit retirement Plan (the "Gratuity Pian")Actuarial gains and losses in respect of post employment and other long-term benefits are chargedto the Profit and Loss Account.





f) Income taxesIncome-tax expense comprise current tax (Le. amount of tax for the period determined inaccordancewith the income-taxlaw),anddeferredtax chargeor credit (reflectingthat tax effects oftiming differences betweenaccounting income and taxable income for the period). The deferredtax charge or credit and the correspondingdeferred tax liabilities or assets are recognizedusingthe tax rates and tax laws that have been enacted or substantivelyenacted by the balancesheetdate. Deferredtax assets are recognizedonly to the extent there is a reasonablecertaintythat theassets can be realized in future; however, where there is unabsorbed depreciation or carriedforward loss under taxation laws, deferred tax assets are recognized only if there is a virtualcertainty of realizationof such assets. Deferred tax assets are reviewedas at the balancesheetdate andwritten down or written up to reflect the amount that is reasonablylvirtuallycertain (as thecase may be) to be realized. Current tax and deferred tax assets and liabilities are offset to theextent to which the Companyhas a legallyenforceable right to set off and they relate to taxes onincome levied by the samegoverningtaxation laws.

g) Earnings per shareBasic earnings per share is computed by dividing net profit or loss for the period attributable toequity shareholders by the weighted average number of shares outstanding during the year.Dilutedearningsper shareamountsare computedafter adjustingthe effects of all dilutivepotentialequity shares. The numberof shares used in computingdiluted earnings per share comprisestheweightedaverage numberof sharesconsideredfor deriving basic earningsper share,and also theweightedaverage numberof equity shares,which could have been issuedon the conversionof alldilutive potential shares. The diluted potential equity shares are adjusted for the proceedsreceivable, had the shares been actually issuedat fair value (i.e. the averagemarketvalue of theoutstandingshares). Dilutive potentialequity shares are deemed convertedas of the beginningofthe period, unless issuedat a laterdate.

h) Cash flow statementsCash flows are reported using the indirect method, whereby profit before tax is adjusted for theeffects of transactionsof a non-cashnature and any deferrals or accruals of past or future cashreceipts or payments. The cash flows from regular revenue generating, financing and investingactivities of the Company are segregated. Cash flows in foreign currencies are accounted ataverage monthly exchange rates that approximatethe actual rates of exchangeprevailingat thedatesof the transactions.

i) Provisions, contingent liabilities and contingent assetsThe Company creates a provisionwhen there is present obligation as a result of past event thatprobably requires an outflow of resourcesand a reliable estimate can be made of the amount ofthe obligation.A disclosurefor a contingentliability is madewhen there is a possibleobligationor apresentobligationthat may, but probablywill not, requirean outflow of resources.Where there is apossibleobligationor a presentobligation in respectof which the likelihoodof outflowof resourcesis remote, no provision or disclosure is made. Contingent assets are neither recognised nordisclosed in the financial statements.


Regd off: NO.51 Hunters Road, Choolai, Chennai, Tamil Nadu - 600 112Tel: 044-43801111; Email: [email protected]; Website: www.upasanafinance.com



j) InvestmentsLong-term investments are stated at cost less any other-than-temporary diminution in value,determined separately for each individual investment. Current investments are carried at the lowerof cost and fair value.

NOTE 3 SHARE CAPITAL

31/03/2018 31/03/2017Rs. Rs.

(a) AUTHORISED:5 Lakhs Cummulative Redeemable Pref.Shares of Rs. 100 each 50,000,000.00 50,000,000.0050 Lakhs Equity Shares of RS.10 each 50,000,000.00 50,000,000.00

I(b) ISSUED, SUBSCRIBED AND PAID UP100,000,000.00 100,000,000.00

42,78,000 Equity Shares of RS.10 each 42,780,000.00 42,780,000.00

(c) Share Application money (Pending Allotment) - -

(d) Reconciliation of Shares

31.03.2018 31.03.2017No. of Shares Amount No. of Shares Amount

Opening Share Capital 4,278,000 42,780,000 4,278,000 42,780,000Add: Shares issued During the year - - - -Add:Rightsl Bonus Shares Issued - - - -Total 4,278,000 42,780,000 4,278,000 42,780,000Less: Buy back of Shares - - - -Less: Reduciton in Capital - - - -Closing Share Capital 4,278,000 42,780,000 4,278,000 42,780,000

(e) List of Shareholders holding more than 5% of Shares

31.03.2018 31.03.2017Name of Shareholders Number of Percentage Number of Percentage

Shares holding Shares holdingSri. Suresh Krishna, Chennai - 0.00% 687,650 16.07%SrLUsha Krishna, Chennai - 0.00% 1,395,950 32.63%Smt. Arathi Krishna, Chennai - 0.00% 458,300 10.71%Smt. Arundathi Krishna, Chennai - 0.00% 458,300 10.71%Rekha M Jain, Chennai 1,000,200 23.38% - 0.00%Bhavika M Jain, Chennai 1,205,212 28.17% - 0.00%Khusbu Mohan Kumar Jain, Chennai 1,000,000 23.38% - 0.00%

Subtotal 3,205,412 74.93% 3,000,200 70.13%Total no.of shares of the Company 4,278,000 100% 4,278,000 100%

(f) Shares held by holding company and Subsidiary of Holding CompanyNil


Regd off: No.51 Hunters Road, Choolai, Chennai, Tamil Nadu - 600112Tel: 044-43801111; Email: [email protected]; Website: www.upasanafinance.com

PAN: AMCU0852DDate of Incorporation: 25.01.1985


NOTE 4 RESERVES AND SURPLUS

a) Capital ReserveSI. No. Particulars As at 31.03.2018 As at 31.03.2017

1 Balance as at the beginning of the year 395,998.00 395,998.002 Add: Transfer from statement of Profit & Loss Account - -

Subtotal 395,998.00 395,998.003 Less: Amount utilized - -4 Balance as at the end of the year 395,998.00 395,998.00

b) Capital Redemption ReserveSI. No. Particulars As at 31.03.2018 As at 31.03.2017

1 Balance as at the beginning of the year 10,000,000.00 10,000,000.002 Add: Transfer from statement of Profit & Loss Account - -

Subtotal 10,000,000.00 10,000,000.003 Less: Amount utilized - -4 Balance as at the end of the_year 10,000,000.00 10,000,000.00

c) Securities ReserveSI. No. Particulars As at 31.03.2018 As at 31.03.2017

1 Balance as at the beginning of the year 29,800,948.00 29,800,948.002 Add: Transfer from statement of Profit & Loss Account - -

Subtotal 29,800,948.00 29,800,948.003 Less: Amount utilized - -4 Balance as at the end of the year 29,800,948.00 29,800,948.00

d) Special Reserve under section 45-IC of Reserve Bank of India Act, 1934SI. No. Particulars As at 31.03.2018 As at 31.03.2017

1 Balance as at the beginning of the year 44,443,070.00 43,266,263.002 Add: Transfer from statement of Profit & Loss Account 566,748.00 1,176,807.00

Subtotal 45,009,818.00 44,443,070.003 Less: Amount utilized - -4 Balance as at the end of the_year 45,009,818.00 44,443,070.00

SUMMARY OF RESERVES AND SURPLUS As at 31.03.2018 As at 31.03.2017

1 Profit Brought Forward 54,882.00 (4,652,346.00)2 Add: Profit! (Loss) For the Year 2,833,739.00 5,884,035.003 Balance available for appropriation (1+2) 2,888,621.00 1,231,689.00

Appropriations:4 Transfer to Special Reserve U/s 45-IC 566,748.00 1,176,807.005 Amount appropriated during the year 566,748.00 1,176,807.006 Balance as at the end of the Year 2,321,873.00 54,882.00

Total Reserves and Surplus 87,528,637.00 84,694,898.00

_. -- - -------------------------------- ----UPASANA FINANCE LIMITEDCIN: L65191TN1985PLC011503



NOTE 5 LONG TERM PROVISONS


Provision For GratuityProvision For Leave Salary

1,702,490.00137,967.00

1,840,457.00

NOTE 6 SHORT TERM BORROWINGS

AGM Deposits from Directors 100,000.00100,000.00

NOTE 7 OTHER CURRENT LIABILITIES

Outstanding Liabilities - ExpensesNon Statutory DueTDS PayablePF PayableIncome Tax Payable

386,182.00

67,733.00

337,472.001.00

22,562.0044,192.0056,000.00

453,915.00 460,227.00

NOTE 8 PROVISIONS FOR TAXATIONOpening TaxAdd: Current Year TaxAdd: Provision

(719,999.00)982,744.00

2,598,520.00

750,000.00262,745.00 3,348,520.00

2,652,009.00Less: Advance TaxLess: Tax PaidLess: TDS 476,138.00

(719,999.00)(213,393.00)1,416,510.00

NOTE 9 LONG TERM LOANS & ADVANCES

Sales Tax ReceivableInter Corporate Deposits

1,877,416.00

13,377,416.001,877,416.00

1,877,416.0011,500,000.00




NOTE 10 CURRENT INVESTMENTS


Nil (Last Year 179,701.804) units of Rs.10 each in SundaramUltra Short Term Fund, Chennai -Institutional Dividend Reinvestment 1,804,465.00

Nil (Last Year 3,686,980.396 units of Rs.10 each inSundaram Mutual Ultra, Chennai - Daily Dividend District 37,031,668.00

Nil (Last Year 1,631,253.712) units of Rs.10 each in SundaramUltra Short Term Fund Regular Daily dividend, Chennai 16,372,904.00

Nil (Last Year 898,880.478) units of Rs.10 each in SundaramMoney Fund, Direct Plan - Growth, Chennai 28,731,226.00

83,940,263.00

Less: Provisions for dimunition in NAV in respect of SundaramUltra Short Term Fund, Chennai Institutional Dividend Reinvestment 798.00

83,939,465.00

A. Aggregrate Value of Quoted Investments

Total (A+B)83,939,465.00B. Aggregrate Value of Unquoted Investments

C. Aggregate provisions for dimunition in value of investments83,939,465.00

798.00

D. Net Asset Value (NAV) of Mutual Fund Units 86,035,509.00

NOTE 11 CASH AND CASH EQUIVALENTS

(a) Cash in HandCash 634,668.00 5,841.00

(b) Bank BalanceState Bank of India - 64029272535United Bank of India - 0286050028225KarurVysya Bank -1219115000001242

9,239,756.679,063.19

5,914,542.76

214,154.00

15,798,030.62 219,995.00

NOTE 12 SHORT TERM LOANS AND ADVANCES

Inter Corporate DepositsDeposits with KVBDeposits with SBI

112,973,712.0025,464,362.004,640,127.00

112,973,712.00 30,104,489.00

NOTE 13 OTHER CURRENT ASSETS

Interest Accrued on Deposits 1,414,218.001,414,218.00


Regd off: No.51 Hunters Road, Choolai, Chennai, Tamil Nadu- 600112Tel: 044-43801111; Email: [email protected]; Website: www.upasanafinance.com


Assessment Year: 2018·19Status: Public company

NOTE 14 FINANCE INCOME

Interest Received• Loan Debtors• Bank Deposits• Inter Corporate Deposits

533,712.003,393,414.00469,452.00

3,707,826.00

4,396,578.00 3,707,826.00Other Financial ServicesService Charqes - Business Auxiliary ServicesLess: Service Tax Charqea- Business Auxiliary Services Net

898,113.00 4,646,559.00606,073.00

898,113.00 4,040,486.00Dividend IncomeBad Debts RecoveredNet Gain on Sale of Investment

1,766,184.00250,000.00

3,519,436.00

2,832,527.00

2,788,830.005,535,620.00 5,621,357.00

10,830,311.00 13,369,669.00

NOTE 15 OTHERINCOMES

Brokerage Earned 147.00 129.00147.00 129.00

NOTE 16 EMPLOYEE BENEFITS EXPENSES

Salary, Bonus & Other AllowancesEDLIProvident FundPension FundSuperannuationGratuityOther FundStaff Welfare

3,393,723.00 4,231,296.001,000.00

90,504.00 192,509.0015,000.00

125,100.00 315,180.00141,926.00 423,102.00175,002.00 53,518.0034,752.00 75,520.00

3,977,007.00 5,291,125.00

3,195.00 1,923.002,462.00

3,195.00 4,385.00

NOTE 17 FINANCIAL CHARGESBank ChargesInterest Expenses




NOTE 18 OTHER EXPENSESAdvertisementAudit Remuneration - Statutory AuditAudit - Expense ReimbursementAudit Remuneration - Internal AuditBooks & PeriodicalsDemat ExpensesInsuranceL1CSuperannuation SchemeLegal ExpensesListing FeesMisce"aneousExcess Interest ReversedOthersPostage, Telegram, Telephone & Telex ChargesPrinting & StationeryProfessional TaxRates & TaxesRentRound offSubscription to InstitutionsTea & coffee ExpensesTelephone ExpensesTravelling, Conveyance & Vehicle Maintenance


503,556.0090,000.0015,000.0053,750.0012,000.0032,061.00

57,360.0010,000.0015,000.007,500.00

133,293.0036,268.00

125,100.001,182,249.00262,082.00171,114.0074,906.00

344,000.00200,000.00

121,236.00128,795.00

1,000.0097,120.00

127,251.00273,959.0089,504.00

24,644.00

(791.00)12,500.0078,095.0012,456.0061,544.00 146,600.00

3,033,773.00 1,465,379.00

NOTE 19 Contingent Liabilities And Commitmentsi) Contingent LiabilitesClaims against the company not acknowledged as debts 748,080 748,080

ii) Commitments:Estimated amount of contracts remaining to beexecuted on capital account and not provided for

NOTE 20 Segment reportingThe Company is engaged in only one business of Financial Activities. Accordingly there are noseparate reportable segments according to AS 17 'Segment Reporting' issued under theCompanies (Accounting Standards) Rules, 2006.

NOTE 21 Related Party Transactionsa) Names of related parties and nature of relationship are as follows:

Nil

b Details of related party transactionsNil

NOTE 22 Earnings in Foreign CurrencyNil

NOTE 23 Expenditure in Foreign CurrencyNil




NOTE 24 Micro, Small and Medium Enterprises Development Act, 2006


The management has identified enterprises which have provided goods and services to the Company and(i) a) Principal amount remaining unpaid to any supplier as

b) Interest due on the above amount(ii) Amount of interest paid in terms of Section 16 of the(iii) Amount of interest due and payable for the period of

SI No Particulars

(iv) Amount of interest accrued and remaining unpaid at the(v) Amount of further interest remaining due and payable

NOTE 25 Retirement benefitsGratuity PlanBased on actuarial valuation necessary provision has been created in the books to meet the liability as perThe following table sets out the status of the gratuity plan as required under AS 15 (Revised 2005).

Change in projected benefit obligationYear ended Year ended31-Mar-18 31-Mar-17

Projected benefit obligations at the beginning of 1,702,490 1,737,582Service cost - 80,969Interest cost - 114,645Benefits settled (1,702,490) (458,194)Actuarial (gain) 1 loss - 227,488Projected benefit obligations at the end of the - 1,702,490Change in plan assetsFair value of plan assets at the beginning of the - -Expected return on plan assets - -Actuarial (gain) 1 loss - -Employer contributions - -Benefits settled - -Fair value of plan assets at the end of the - -Reconciliation of present value of obligationPresent value of projected benefits at the end of - 1,702,490Funded status of the plan - -Funded status amount of liability recognized - 1,702,490

The components of net gratuity costs are reflected below:Components of net gratuity costs Year ended Year ended

31-Mar-18 31-Mar-17Service cost - 80,969Interest cost - 114,645Expected returns on plan assets - -Recognized net actuarial (gain) 1 loss - 227,488Net gratuity costs - 423,102

Financial Assumptions at Balance sheet date:Discount rate 7.80% 7.80%Long term rate of compensation increase 10.00% 10.00%Estimated rate of return on plan assets Does not arise Does not arise

--- -- - -- ----------------------------------------------------------------------UPASANA FINANCE LIMITEDCIN: L65191TN1985PLC011503




NOTE 26 Previous years figures have been regrouped/rearranged wherever necessary.

For and on behalf of the BoardFor Upasana Finance Limited

As per Report attached of even date

7·g~~b ~Bhavika M JainDirector07704015

JLui,J;v' ~eJ~ .( Khusbhu M Jain"Director07704023

For M/s. Kalyanasundaram & Co.Chartered countants

(C. P. GOVARDHAN)PartnerMembership No. 218363

Place: ChennaiDate: May 29,2018

Annexure to Notes on Financial Statements for the year ended 31st March 2018Notes on Accounting Pollciesl Compliance of Accounting Standards prescribed by

AS1 Disclosureof accounting policiesThe Company is following accrual basisof accounting for both income and expenses.

AS2 Valuation of InventoriesThe Company has no Inventory. Hence this standard is not applicable.

AS3 Cashflow statementsThe CashFlow Statement has been prepared under indirect method and the same is attached.

AS4 Contingencies and Events occurring after the balance sheet dateThere are no events occuring after the BalanceSheet Date that require adjustment or disclosure.

AS5 Net Profit or loss for the period, prior period Items and changes in accounting policiesThere are no prior period items. There are no changes in the accounting policies of the Company from theprevious year.

AS6 Depreciation AccountingThis standard has been omitted with effect from 30th March 2016.

AS7 Accounting for Construction Contracts

The above standard is not applicable to the Company; as it is not engaged in the businessof construction.AS8 Accounting for Researchand Development

This standard has been withdrawn with effect from 1-4-2003.AS9 RevenueRecognition

Interest income is recognized using the time proportion method based on the rates implicit in the transaction.ASI0 Property, Plant & Equipment.

The Company has no fixed assets.AS11 Accounting for effects of changes in foreign exchange rates

The Company has no foreign exchange transactions.AS12 Accounting for Government Grants

The Company has not received any grant from the GovernmentASI3 Accounting of Investments

Investments are accounted at the cost of acquisition which includes stamp fee etc.AS14 Accounting for Amalgamation

No Amalgamation was made during the year.AS15 Accounting for Employee Benefits

Pleaserefer to Note No.16 of Notes to Financial statementsAS16 Borrowing Cost

There is no borrowing cost attributable to qualifying assets.AS17 Segment Reporting

The Company is engaged in the businessof financing and accordingly there are no separate reportablesegments.

AS18 Related party disclosuresPleaserefer to Note No.21 of Notes to Financial Statements.

AS19 Account for LeasesThe Company has not given or taken any assetson leaseduring the year.

AS20 Earningsper share (EPS)Basicearnings per share are disclosed in the Statement of Profit and Loss.There is no diluted earnings per shareasthere are no dilutive potential equity shares.

Partticulars 2017-2018 2016-2017Basic/ Diluted EPSbefore considering Extra-ordinary items (Rs.) 0.66 1.38Basic/ Diluted EPSafter considering Extra-ordinary items (Rs.) 0.66 1.38

...

FaceValue per share (fully Paid up) Rs10/- Rs10/-Weighted average number of shares 4278000 4278000

AS21 Consolidated financial statementsThisStandard is not applicable to the Company.

AS22 Accounting for taxes on IncomeProvision for Income Tax is made as per the provisions of Income TaxAct, 1961. The Company hasDeferred TaxAsset. However asa measure of prudence no Deferred Taxasset has been recognised during the year

AS23 Accounting for Investments in associatesThisStandard is not applicable to the Company asthe Company has no Associate.

AS24 Discontinuing OperationsThe company has not discontinued any operations during the year.

AS25 Interim financial Reporting

Quarterly financial results are published in accordance with the guidelines issued by SEBI.The recognition andmeasurement principles as laid down in the Standard are followed with respect to such results. Quarterlyfinancial results are also subjected to a limited review by the Auditors as required by SEBI.

AS26 Accounting for Intangible AssetsTbe Company has no intangible assets.

AS27 Financial Reporting of Interests in Joint VenturesThe Company has no Joint Ventures.

AS28 Impairment of AssetsThe Company has no impaired assets.

AS29 Provisions,Contingent Liabilities and Contingent AssetsLiabilities Disputed and Not provided forParticulars As at 31-03-2018 As at 31-03-2017

Rs. Rs.(i) Income Tax 748,080 748,080

AS30 Financial Instruments: Recognition and MeasurementThis standard was withdrawn vide 360th meeting of the Institute of Chartered Accountants of India council heldon November 7-9, 2016.

INDASApplicabilityAs the Company is a Non-Banking Financial Company, the implementation of INDASare not applicable for thecurrent year.

Form No. MGT-llProxy form

[Pursuant to section 105(6) of the CompaniesAct, 2013 and rule 19(3) of the Companies(Management and Administration) Rules,2014]

Nameof the Member(s):Registeredaddress:

E-mail 10:Folio No'/Client 10& OP.10:

I/We, being the Member(s) of sharesof the above named Company, hereby appoint

1. Name: Address:

EmaillD: Signature:

2. Name: Address:

Email 10: Signature:

3. Name: Address:

Email 10: Signature:

___ -' or failing him

___ -' or failing him

asmy/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the 33,dAnnual General Meeting of the company, to be held on Saturday, the 29th day of September,2018 at 10.30 A.M. at YMCA Madras Youth Centre, No. 6/74, Ritherdon Road, Vepery,Chennai 600 007 and at any adjournment thereof in respect of such resolutions as areindicated below:

Resolution No Resolutions

1 Adoption of financial statements together with the board's report andauditor's report thereon for the financial year ended 3pt March, 2018

2 Re-appointment of Ms. RekhaJain,director retiring by rotation3 Re-appointment of Ms. BhavaikaJain,director retiring by rotation4 Ratification of appointment of Statutory Auditors of the Company5 Appointment of Mr. NaresshJain asNon-Executive Independent Director

Signedthis day of September 2018Signature of shareholderSignature of Proxy holder(s)

Note: This form of proxy in order to be effective should be duly completed and depositedat the Registered Office of the Company, not less than 48 hours before thecommencement of the Meeting.

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UPASANA FINANCE LIMITEDCIN NO.L65191TN1985PLC011503

51, Hunters Road, Choolai, Chennai 600 112.Tel: 044-4380 1111,e-mail: [email protected]

ATTENDANCE SLIP(To be handed over at the entrance of the Meeting Hall)

33rd ANNUAL GENERAL MEETING

I/We hereby record my/our presence at the 3:JdANNUAL GENERAL MEETING on Saturday the 29th day of September 2018 at10.30amatYMCAMadrasYouth Centre, No. 6/74, Ritherdon Road, Vepery, Chennai-600 007.

Member's Folio I OP 10-Client 10 No. Member's I Proxy's Name in Block Letters Member's I Proxy's SignatureNote:

1. Shareholders I Proxies wishing to attend the meeting MUST bring theAttendance Slip to the meeting and handover at the entranceduly signed.

2. Electronic copy ofthe Annual Report for 2017-18 and Notice ofthe Annual General Meeting (AGM) along with Attendance Slipand Proxy Form is being sent to all the members whose email address is registered with the Company / Depository Participantunless any member has requested for a hard copy of the same. Members receiving Electronic Copy and attending the AGM canprint copy ofthisAttendance Slip.

3. Physical copy of theAnnual Report for 2017-18 and Notice of the Annual General Meeting (AGM) along with Attendance Slip andProxy Form is sent in the permitted mode(s) to all members whose e-maillD is not registered or have requested for a hard copy.

.................................................................................................................

ELECTRONIC VOTING PARTICULARS

EVEN (E-Voting Event Number) USERID PASSWORD/PIN

Note: During the e-voting period, members of the Company holding shares as on the record date may cast their voteselectronically. The record date for the purpose of e-voting is 22ndSeptember 20 18.

ROUTE MAP TO 33111 ANNUAL GENERAL MEETING VENUE

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