UPASANA FINANCE LIMITED RegdOff:SapnaTradeCentre, io

UPASANA FINANCE LIMITEDRegdOff: SapnaTrade Centre, io" Floor,10B/2 No. 109, P.HRoad,Chennai_ 600 084

CIN:L65191TN1985PLCOl1503EmaiIID:[email protected]: 511764, ISIN:INE819KOI014

Date: 06.09.2019

ToBSELimitedPJ Towers, DalalStreet,Mumbai 400001

DearSir / Madam,

Sub:Annual Report of 34th Annual General Meeting of the CompanyRef:AGM _ 30.09.2019

Pursuant to Regulation 34 of SEBI(LODR)Regulations2015, enclosed is 34th Annual Report forthe year ended March 31, 2019 along with the Notice of the Annual General Meeting to be heldon Monday the so" day of September 2019 at 3.30 P.M. at YMCA Madras Youth Centre, No.6/74, Ritherdon Road,Vepery, Chennai_ 600007.

We request you to take note of the same.

ThankingYouYours Faithfully

ForUPASANA FINANCE LIMITED

~. 8~La_~IBhavikaMJain.Director(DIN:07704015)

Ph:9600030346 Website: www.upasanafinance.com

UPASANA FINANCE LIMITED, CHENNAI - 600 084

FOR THE YEAR ENDED

31ST MARCH 2014

THIRTY FOURTH ANNUAL REPORTFOR THE YEAR ENDED

31ST MARCH 2019

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BOARD OF DIRECTORS SMT. REKHA M JAIN (Non-Executive Director)

SMT. BHAVIKA M JAIN (Non-Executive Director) SMT. KUSHBU MOHAN KUMAR JAIN (Non-Executive

Director) SRI. BHARAT KUMAR DUGHAR (Non-Executive Independent Director)

SRI. VELU (Non-Executive Independent Director) SRI. NARESSH MAHENDRA KUMAR JAIN (Non-Executive Independent Director) (Upto 7th March 2019)

CHIEF EXECUTIVE OFFICER & SRI. VIKASH MAHIPAL (From 01st January 2019) CHIEF FINANCIAL OFFICER SECRETARY & COMPLIANCE OFFICER SMT. MONIKA KEDIA AUDITORS M/s. KALYANASUNDARAM & CO Chartered Accountants BANKERS The Karur Vysya Bank Ltd. REGISTRAR & TRANSFER AGENT Integrated Registry Management Services Pvt Ltd Kences Towers, 2nd Floor, No.1, Ramakrishna Street, North Usman Road, T.Nagar, Chennai - 600 017 Telephone: +91 44 28140801-803 CORPORATE IDENTIFICATION NUMBER L65191TN1985PLC011503 REGISTERED OFFICE Sapna Trade Centre, 10th Floor, 10B/2 No. 109,

P.H Road, Chennai – 600 084 (Shifted with effect from 17th December 2018) Email: [email protected] Contact: 9600030346 Green Initiative in the Corporate Governance

The Ministry of Corporate Affairs has taken a 'Green Initiative in the Corporate Governance by allowing paperless compliances by the companies and has issued circulars stating that service of notice / documents including Annual Report can be sent by e-mail to its members. To support this green initiative of the Government in full measure, members who have not registered their e-mail addresses, so far, are requested to register their e-mail addresses, in respect of electronic holding with the Depository through their Depository Participants. Members who hold shares in physical form are requested to register their e-mail addresses with RTA of the Company.

BOARD OF DIRECTORS SMT. REKHA M JAIN (Non-Executive Director)

SMT. BHAVIKA M JAIN (Non-Executive Director) SMT. KUSHBU MOHAN KUMAR JAIN (Non-Executive

Director) SRI. BHARAT KUMAR DUGHAR (Non-Executive Independent Director)

SRI. VELU (Non-Executive Independent Director) SRI. NARESSH MAHENDRA KUMAR JAIN (Non-Executive Independent Director) (Upto 7th March 2019)

CHIEF EXECUTIVE OFFICER & SRI. VIKASH MAHIPAL (From 01st January 2019) CHIEF FINANCIAL OFFICER SECRETARY & COMPLIANCE OFFICER SMT. MONIKA KEDIA AUDITORS M/s. KALYANASUNDARAM & CO Chartered Accountants BANKERS The Karur Vysya Bank Ltd. REGISTRAR & TRANSFER AGENT Integrated Registry Management Services Pvt Ltd Kences Towers, 2nd Floor, No.1, Ramakrishna Street, North Usman Road, T.Nagar, Chennai - 600 017 Telephone: +91 44 28140801-803 CORPORATE IDENTIFICATION NUMBER L65191TN1985PLC011503 REGISTERED OFFICE Sapna Trade Centre, 10th Floor, 10B/2 No. 109,

P.H Road, Chennai – 600 084 (Shifted with effect from 17th December 2018) Email: [email protected] Contact: 9600030346 Green Initiative in the Corporate Governance

The Ministry of Corporate Affairs has taken a 'Green Initiative in the Corporate Governance by allowing paperless compliances by the companies and has issued circulars stating that service of notice / documents including Annual Report can be sent by e-mail to its members. To support this green initiative of the Government in full measure, members who have not registered their e-mail addresses, so far, are requested to register their e-mail addresses, in respect of electronic holding with the Depository through their Depository Participants. Members who hold shares in physical form are requested to register their e-mail addresses with RTA of the Company.


CONTENTS

Particulars Page No

Notice of the 34th AGM 1

Boards Report to the Shareholders 4

Annexure I 9

Annexure II 20

Annexure III 21

Annexure IV 21

Independent Auditors Report 23

Balance Sheet 27

Profit & Loss Account 28

Cash Flow Statement 29

Notes forming part of Financial Statements 30

Proxy Form 39

Attendance Slip 40

Route Map 41


Notice to the Shareholders

NOTICE is hereby given that the Thirty Fourth Annual General Meeting of the Shareholders of the Company will be held at YMCA Madras Youth Centre, No. 6/74, Ritherdon Road, Vepery, Chennai 600 007 on Monday the 30th day of September 2019 at 3.30 p.m. to transact the following businesses:

ORDINARY BUSINESS

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

“RESOLVED THAT the Audited Financial Statement for the year ended 31st March 2019, together with the Auditors Report thereon and the Report of the Board of Directors for the financial year ended on that date be and are hereby approved and adopted.”


“RESOLVED THAT Ms. Khushbu Mohan Kumar Jain (holding DIN 07704023), Director, who retires by rotation and being eligible, offers herself for re-ap-pointment, be and is hereby re-appointed as director of the company.”


“RESOLVED THAT Ms. Bhavika M Jain (holding DIN 07704015), Director, who retires by rotation and being eligible, offers herself for re-appointment, be and is hereby re-appointed as director of the company.”

By Order of the BoardFor UPASANA FINANCE LIMITED

-SD-14.08.2019 Monika KediaChennai Company Secretary

NOTES:1. A member entitled to attend and vote at the meeting is entitled to appoint a proxy to attend and vote on poll instead of himself / herself and such proxy need not be a member. A Person can act as a proxy on behalf of members not exceeding fifty and holding in aggregate not more than ten percent of the total voting share capital of the Company. A member holding more than ten percent of the total voting share capital of the Company may appoint a single person as proxy and such person shall not act as a proxy for any other person or shareholder.

2. The instrument appointing proxy should be deposited either at the Registered Office of the Company or at the office of the Company’s Share Transfer Agents viz. Integrated Registry Management Services Private Limited, Kences Towers, 2nd Floor, No.1, Ramakrishna Street, North Usman Road, T Nagar, Chennai – 600 017 at least 48 hours before the commencement of the meeting. Proxy form enclosed.

3. Regulation 12 and Schedule I of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 among other things, mandates the usage of electronic payment instruments, companies whose securities are listed on the stock exchanges shall maintain requisite bank details of their investors. Schedule I of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 also provides that only in cases where MICR, IFSC Code required for making electronic payment are not available or the electronic payments instructions have failed or have been rejected by the Bank, companies / R&STA can make cash payments (i.e. dividend warrants) to investors. However, even while making such payments, companies shall mandatorily print the bank account details of the investors on such electronic payments. In view of the above circular, investors may note the following advice -

A) Investors holding shares in physical mode are requested to intimate / update the bank account details viz, Bank Name, Bank Branch, Account Number, MICR No., IFSC Code along with a copy of the cancelled cheque to the company / R&STA for updating the records.B) Investors holding shares in demat mode are requested to intimate / update the bank account details along with other details as may be required by their concerned Depository Participant.

4. Register of Members and the Share Transfer Books of the Company will remain closed from 23rd September, 2019, to 30th September, 2019 (both days inclusive).

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

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

7. Members, holding shares in physical form, are requested to notify / send the following to the Registrar and Share Transfer Agent of the Company:

A) Any change in their address / mandate / bank detailsB) Particulars of their bank account, in case they have not been sent earlierC) Nomination in Form SH-13, in duplicate, as provided under Section 72 of the Companies Act, 2013, in case they 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 account

Members holding physical form, in their own interest, are requested to dematerialize the shares to avail the benefits of electronic holding / trading.

8. Members, holding shares in electronic form, may please note that, as per the applicable regulations of the Depositories, the bank details as furnished by the respective Depositories to the Company will be printed on the dividend warrants issued from time to time. The Company will not entertain any direct request from such members for deletion of / change in such bank details. Further, instructions if any, already given by members in respect of shares in physical form will not be automatically applicable to the dividend payable on shares in electronic form. Members may, therefore, give instructions regarding bank accounts in which they wish to receive dividend, directly to their Depository Participants. Members holding shares in electronic form are requested to advise change of their address and nomination to their Depository participants.

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

10. Members are requested to affix their signatures at the space provided on the Attendance slip and handover the slip at the entrance of the meeting hall. Corporate members are requested to send a duly certified copy of the board resolution / power of attorney 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 the Annual general meeting. Members are, therefore, requested to bring their copies of the Annual Report to the meeting.

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

12. Voting through electronic means and at the AGM:

A) In compliance with provisions of Section 108 of the Companies Act, 2013, read with Rule 20 of the Companies (Management and Administration) Rules, 2014 as amended by the Companies (Management and Administration) Amendment Rules, 2015 and Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company is pleased to provide its members the facility to exercise their right to vote on resolutions proposed to be considered at the 34th Annual General Meeting (AGM) by electronic means and the business may be transacted through e-voting services. The facility of casting the votes by the members using an electronic voting system from a place other than venue of the annual general meeting (“remote e-voting”) will be provided by National Securities Depository Limited (NSDL).

B) The facility for voting through ballot paper shall be made available at the AGM and the members attending the meeting who have not cast their vote by remote e-voting shall be able to exercise their right at the meeting through ballot paper.

C) A member may participate in the meeting even after exercising his right to vote through remote e-voting but shall not be allowed to vote again at the meeting.

D) The remote e-voting period commences on 26th September, 2019 (9.00 a.m. Indian Standard Time) and ends on 29th September, 2019 (5.00 p.m. Indian Standard Time). During this period, shareholders’ of the Company, holding shares whether in physical form or in dematerialized form, as on the cutoff date i.e. 23rd September, 2019 may cast their votes by remote e-voting. The remote e-voting module shall be disabled by NSDL for voting thereafter. Once the vote on a resolution is cast by the shareholder, the shareholder shall not be allowed to change it subsequently.

E) The way to vote electronically on NSDL e-Voting system consists of “Two Steps” which are mentioned below:-

Step 1: Logging in to NSDL e-Voting system

a) Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile.

b) Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholders’ section.

c) A new screen will open. You will have to enter your User ID, your Password and a Verification Code as shown on the screen.

Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at https://eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e. cast your vote electronically.

d) User ID details will be as per details given below:

i) For Members who hold shares in demat account with NSDL: 8 Character DP ID followed by 8 Digit Client ID (For example if your DP ID is IN300*** and Client ID is 12****** then your user ID is IN300***12******).

ii) For Members who hold shares in demat account with CDSL: 16 Digit Beneficiary ID (For example if your Beneficiary ID is 12************** then your user ID is 12**************).

iii) For Members holding shares in Physical Form: EVEN Number followed by Folio Number registered with the company (For example if folio number is 001*** and EVEN is 101456 then user ID is 101456001***).

e) Your password details are given below:

i) If you are already registered for e-Voting, then you can use your existing password to login and cast your vote.

ii) If you are using NSDL e-Voting system for the first time, you will need to retrieve the ‘initial password’ which was communicated to you. Once you retrieve your ‘initial password’, you need to enter the ‘initial password’ and the system will force you to change your password.

iii) How to retrieve your ‘initial password’?

- If your email ID is registered in your demat account or with the company, your ‘initial password’ is communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the attachment i.e. a .pdf file. Open the .pdf file. The password to open the .pdf file is your 8 digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf file contains your ‘User ID’ and your ‘initial password’.

- If your email ID is not registered, your ‘initial password’ is communicated to you on your postal address.

f) If you are unable to retrieve or have not received the “Initial password” or have forgotten your password:

i) Click on “Forgot User Details/Password” (If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com.

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ii) Physical User “Reset Password” (If you are holding shares in physical mode) option available on www.evoting.nsdl.com.

iii) If you are still unable to get the password by aforesaid two options, you can send a request at [email protected] mentioning your demat account number/folio number, your PAN, your name and your registered address.

iv) Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting system of NSDL.

g) After entering your password, tick on Agree to “Terms and Conditions” by selecting on the check box.

h) Now, you will have to click on “Login” button.

i) After you click on the “Login” button, Home page of e-Voting will open.

Step 2: Cast your vote electronically on NSDL e-Voting system

a) After successful login at Step 1, you will be able to see the Home page of e-Voting. Click on e-Voting. Then, click on Active Voting Cycles.

b) After click on Active Voting Cycles, you will be able to see all the companies “EVEN” in which you are holding shares and whose voting cycle is in active status.

c) Select “EVEN” of the Company.

d) Now you are ready for e-Voting as the Voting page opens.

e) Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on “Submit” and also “Confirm” when prompted.

f) Upon confirmation, the message “Vote cast successfully” will be displayed.

g) You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.

h) Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

i) Institutional Shareholders (i.e. other than individuals, HUF, NRI etc.,) are required to send scanned copy (PDF / JPEG format) of the relevant Board Resolution / Authority Letter etc. together with attested specimen signature of the duly authorised signatory (ies) who are authorized to vote to the Scrutiniser through email to [email protected] with a copy marked to [email protected].

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

i) Initial password is provided on the Attendance Slip for the AGM:

ii) The Member may follow the steps above to cast the vote.

k) It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the “Forgot User Details/Password” or “Physical User Reset Password” option available on www.evoting.nsdl.com to reset the password.

l) In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for Shareholders available at the download section of www.evoting.nsdl.com or call on toll free no.: 1800-222-990 or send a request at [email protected].

F) The voting rights of the shareholders shall be in proportion to their shares of the paid-up equity share capital of the company as on the cut-off date of 23rd September, 2019.

G) Any person, who acquires shares of the Company and becomes member of the Company after dispatch of the notice and holding shares as of the cut-off date i.e. 23rd September, 2019 may obtain the login ID and password by sending an email to [email protected] by mentioning their Folio No. / DP ID and Client ID No. However, if you are already registered with NSDL for remote e-voting then you can use your existing user ID and password for casting your vote.

H) A person, whose name is recorded in the register of members or in the register of beneficial owners maintained by the depositories as on cut-off date only shall be entitled to avail the facility of remote e-voting or voting at the meeting through ballot papers. A person who is not a member as on the cut-off date should treat this Notice for information purpose only.

I) The Company has appointed Mr. Pankaj Mehta (M.No. A29407, CP.No. 10598), Partner, A. K. Jain & Associates, Company Secretaries in Practice, as Scrutiniser for conducting the remote e-voting process and voting through ballot papers at the AGM in a fair and transparent manner.

J) 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 e-voting in the presence of at least two witnesses not in the employment of the Company. Scrutiniser shall within 3 days of conclusion of the meeting submit a consolidated scrutiniser report of the total votes cast in favour or against, if any, to the Chairman of the meeting or any other Director authorised by him in writing who shall countersign the same and declare the result of the voting forthwith.

K) Subject to receipt of requisite number of votes, the resolutions shall be deemed to be passed on the date of the meeting, i.e., 30th September 2019. The results along with the Scrutinisers Report shall be placed on the website of the Company www.upasanafinance.com and on the website of NSDL immediately after the declaration of result by the Chairman of the meeting or any other director authorized by him in writing. The results shall also be communicated to the Stock Exchange viz, BSE Limited, Mumbai.

L) Particulars of directors seeking re-appointment in this Annual General Meeting as required to be furnished under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are as follows:

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Name of the Director Ms. Khushbu Mohan Kumar Jain Ms. Bhavika M Jain

Date of Birth 01.03.1984 05.07.1981

Date of Appointment on the Board as a Director 04.10.2017 04.10.2017

Qualification MA Fine Arts MBA

List of Outside Directorships held Nil Nil

Chairman / Member of the committees of the Board of Directors of the Company

Nil Member of the following Committees of the Company:1. Audit Committee2. Nomination and Remuneration Committee3. Stakeholders Relationship Committee

No. of shares held in the Company 10,00,000 11,95,312


-SD-14.08.2019 Monika KediaChennai Company Secretary

BOARD’S REPORT TO THE SHAREHOLDERS

The Directors have pleasure in presenting the Thirty Fourth Annual Report, together with the audited accounts for the year ended 31st March 2019.

1. FINANCIAL HIGHLIGHTS (Rs. in Lakhs)

2. OPERATIONS

a) Income: The income from operations of the company for the year under review was Rs. 105.73 lakhs as against Rs. 108.30 lakhs during the previous year.

b) Profit after tax: The profit after tax of the company for the year under review was Rs. 43.70 lakhs as against Rs. 28.34 lakhs during the previous year.

3. MANAGEMENT DISCUSSION AND ANALYSIS

a) Classification by Reserve Bank of India (RBI): The Company is registered with RBI as Non Deposit taking Non-Banking Financial Company (NBFC-ND) and has a valid certificate of Registration.

b) Business Review: The Company is currently carrying on the business of short term and long term financing to both corporate and non-corporate entities. Further the Company continues to concentrate upon recovery of overdue receivables. Even while pursuing the legal route, the company attempts negoti-ations with customers for early recovery of debts.

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

4. DIVIDEND

In order to plough back the profits, your directors do not recommend any dividend for the year under review.

5. TRANSFER TO RESERVES

An amount of Rs. 8,73,977/- (Previous year Rs. 5,66,748/-) has been transferred to Special Reserve as per the requirement under Section 45 IC of the Reserve Bank of India Act, 1934. The company has not transferred any amount to the general reserves.

6. EXTRACT OF ANNUAL RETURN

An extract of the annual return in Form MGT-9 is appended as Annexure I to this Report.

7. CORPORATE GOVERNANCE

Clause 15(2)(a) of SEBI (Listing Obligations and Disclosure Requirements) (LODR) Regulations 2015 prescribes that, Clause 27 (submission of Quarterly Corporate Governance Report) of LODR Regulations is not applicable for Companies having paid up equity share capital not exceeding Rs.10 Crores and

Particulars 2018-19 2017-18

Income from Operations 105.73 108.30

Less: Expenditure 42.21 70.14

Profit Before Tax and Extraordinary Items 63.52 38.16

Less: Extraordinary Items - -

Less: Current Tax 19.82 9.82

Less: Earlier Tax - -

Profit After Tax 43.70 28.34

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Net worth not exceeding Rs.25 Crores as on the last day of the previous year. As the Equity Share Capital of Upasana Finance Limited is Rs. 4.28 Crores and Net worth is Rs. 7.84 Crores as on 31st March 2019, Clause 27 is not applicable to the Company.

8. DIRECTORS AND KEY MANAGERIAL PERSONNEL

The composition of the company’s board is in conformity with the applicable provisions of the Companies Act, 2013 with regard to Independent Directors and women directors as on 31st March 2019.

Ms. Khushbu Mohan Kumar Jain (DIN: 07704023), Director is liable to retire by rotation at the ensuing Annual General Meeting, being eligible offers herself for re-appointment.

Ms. Bhavika M Jain (DIN: 07704015), Director is liable to retire by rotation at the ensuing Annual General Meeting, being eligible offers herself for re-ap-pointment.

Mr. Naressh Mahendra Kumar Jain (DIN: 08102162), Independent Director of the company has resigned with effect from 07.03.2019. The Board expresses its sincere appreciation / gratitude for services rendered by him.

Necessary resolution for the re-appointment of Directors liable to retire by rotation is being placed for approval of the members at the AGM. The board recom-mends their re-appointment as directors of the Company. A brief resume of theirs and other relevant information is furnished 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 been followed along with proper explanation relating to material departures;

b) The directors have selected such accounting policies and applied them consistently, and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that year.

c) The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Compa-nies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

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 are operating effectively.

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

10. DECLARATION BY INDEPENDENT DIRECTORS

All the independent directors have submitted the declaration of independence, as required pursuant to section 149(7) of the Companies Act, 2013 stating that they meet the criteria of independence as laid down section 149(6) of the Companies Act, 2013. In the opinion of the board, the independent directors fulfill the conditions specified in the Act and the rules made there under for appointment as independent directors and confirm that they are independent of the management.

11. BOARD MEETINGS

Thirteen Board Meetings were held during the Current Financial year on 4th April 2018, 16th April 2018, 18th April 2018, 29th May 2018, 18th June 2018, 27th July 2018, 14th August 2018, 14th November 2018, 17th December 2018, 1st January 2019, 14th February 2019, 19th February 2019 and 7th March 2019 and the gap between two meetings were not more than 120 days.

*Resigned with effect from 7th March 2019

12. COMMITTEES OF THE BOARD

Currently, in line with the statutory requirement, the Board has three committees namely the audit committee, nomination and remuneration committee and stakeholder’s relationship committee.

S.No Name of DirectorNo. of Meetings

Entitled to attend Attended

1 Ms. Bhavika M Jain 13 13

2 Ms. Rekha M Jain 13 13

3 Ms. Khushbu Mohan Kumar Jain 13 13

4 Mr. Bharat Kumar Dughar 13 13

5 Mr. Velu 13 13

6 Mr. Naressh Mahendra Kumar Jain* 12 12

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a) Audit Committee

The Committee as on 31st March 2019 comprised of the following Directors as its Members:

* Appointed as Chairman of the Committee with effect from 7th March 2019.** Appointed as a Member of the Committee with effect from 7th March 2019

Mr. Naressh Mahendra Kumar Jain (DIN: 08102162), had ceased to be the Chairman cum Member of the Committee pursuant to his resignation as an Independent Director of the Company with effect from 07.03.2019.

The terms of reference of the Audit Committee interalia include the recommendation for appointment, remuneration and terms of appointment of auditors of the company, examinations of the financial statement and the auditors‘ report thereon and other matters specified for audit committees under Section 177 of the Companies Act, 2013 and SEBI Listing Regulations, 2015.

The Committee met four times during the financial year on 29th May 2018, 14th August 2018, 14th November 2018 and 14th February 2019. The details of attendance in Committee meetings are as follows:

* Appointed as Chairman of the Committee with effect from 7th March 2019.** Resigned with effect from 7th March 2019.*** Appointed as a Member of the Committee with effect from 7th March 2019.

b) Nomination and Remuneration Committee




The Committee met three times during the financial year on 4th April 2018, 18th June 2018 and 1st January 2019.

The Board has, on the recommendation of the Nomination and Remuneration Committee framed a policy for selection and appointment of Directors, senior management and key managerial personnel and the remuneration of directors, key managerial personnel and other employees. The Nomination and Remu-neration Policy is attached in Annexure II of this report.

The details of attendance in Committee meetings are as follows:


Name of Member Designation In Committee Category

Mr. Bharat Kumar Dughar* Chairman NEID

Mr. Velu** Member NEID

Ms. Bhavika M Jain Member NED

S. No Name of Director Designation In Committee CategoryNo. of Meetings

Entitled to attend Actually attended

1 Mr. Bharat Kumar Dughar* Chairman NEID 4 4

2 Ms. Bhavika M Jain Member NED 4 4

3 Mr. Naressh Mahendra Kumar Jain** Chairman NEID 4 4

4 Mr. Velu*** Member NEID 0 0











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c) Stakeholders Relationship Committee




The Committee met twice during the financial year on 29th May 2018 and 14th February 2019. The details of attendance in Committee meetings are as follows:


13. VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The Board has adopted a policy on Whistle Blower Policy (vigil mechanism) in accordance with the provisions of the Companies Act, 2013, which provides a formal mechanism for all directors, individual employees and other stakeholders of the Company, to report their genuine concerns or grievances about unethical behavior, actual or suspected fraud, or violation of the Company’s code of conduct and ethics. The policy also provides for adequate safeguards against victimisation of director(s) / employees(s) who avail of the mechanism, and also provides direct access to the Chairman of the audit committee. The whistle blower policy is available in our website at the link http://www.upasanafinance.com/pdf/WHISTLE-BLOWER-POLICY.pdf

14. BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013, evaluation of all the Board members, its committees and the Board as a whole was done on an annual basis, as per the criteria for performance evaluation framework laid down by the Nomination and Remuneration Committee and approved by the Board. During the year, the Board adopted a formal mechanism for evaluating its performance and as well as that of its committees and individual directors. The exercise was carried out through an evaluation process covering various aspects of the Board’s functioning such as composition of the Board and Com-mittees, frequency of meetings, administration of meeting, flow of information to the Board, experience and competencies, performance of specific duties and obligations, disclosure of information to the Board and Stakeholders etc. A separate exercise was carried out to evaluate the performance of individual directors who were evaluated on parameters such as attendance, contribution at the meetings and independence judgment. The Directors expressed their satisfaction with the evaluation results.

15. SEPERATE MEETING OF INDEPENDENT DIRECTORS

As stipulated by the Code for Independent Directors under the Companies Act, 2013 a separate meeting of the Independent Directors of the Company was held to review the performance of the Board as a whole taking into account the views of the non-executive director. The independent Directors also reviewed the quality, content and timeliness of the flow of information between the Management and the Board and its committees, which is necessary to effectively and reasonable perform and discharge their duties.

16. PARTICULARS OF EMPLOYEES AND RELATED DICCLOSURES

None of the employees draws remuneration of Rs. 8,50,000/- or above per month and Rs.1,02,00,000/- or above per year. Hence, details of the employees of the Company as required pursuant to 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are not furnished.

Having regard to the provisions of Section 136(1) read with its relevant proviso of the Companies Act, 2013, the disclosure pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) and Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, is appended as Annexure III to this report and is available for inspection at the registered office of the company during working hours. Any member interested in obtaining such information may write to the Company and the same will be furnished without any fee and free of cost.

17. AUDITORS

a) STATUTORY AUDITORS

M/s. Kalyanasundaram & Co, Chartered Accountants (FRN: 0001676S), were appointed as Statutory Auditors of the Company in the 32nd Annual General Meeting of the Company held on 23rd December 2017 until the conclusion of 37th Annual General Meeting. Pursuant to notification of the Companies











7


(Amendment) Act, 2017 on 7th May, 2018, the first proviso to Section 139 relating to the ratification of appointment of Statutory Auditors by the Members at every General Meeting was omitted. Consequently, the ratification of appointment of M/s. Kalyanasundaram & Co, as Statutory Auditors is not required. The Auditor’s Report to the Shareholders for the year under review does not contain any qualifications.

b) SECRETARIAL AUDITORS

Pursuant to Section 204 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial personnel) Rules, 2014, the Board of Directors have appointed M/s. A.K. Jain & Associates, Company Secretaries in Practice, Chennai as the Secretarial Auditors of the Company to conduct the Secretarial Audit for the financial year 2018-2019. The Secretarial Audit Report in Form MR – 3 is enclosed vide Annexure IV and forms part of this report. The reply given by the board on remarks made by the Secretarial Auditor are as follows:

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

In view of the resignation of Sri. R Krishnan on 4th October 2017, the Company had been looking for a suitable person to be appointed as the Company Secretary of the Company and Mrs. Monika Kedia was appointed as the Company Secretary of the Company with effect from 18th June 2018.

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

In view of the resignation of Sri. R Somasundaram, Chief Executive Officer and of Sri. R Krishnan, Chief Financial Officer dated 4th October 2017, the Com-pany had been looking for suitable person to fill in the position of Chief Executive Officer and Chief Financial Officer of the Company and Mr. Vikash Mahipal was appointed as the CEO and CFO with effect from 1st January 2019.

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

The Company had inadvertently omitted to intimate the un-audited results of the Company for the quarter ended 30th June 2018. The Company will ensure that the necessary intimations are made to BSE on time.

c) INTERNAL AUDITORS

The Board of Directors, as per the recommendation of Audit Committee, appointed M/s. Sidharth Mehta & Co., Chartered Accountants, Chennai (FRN: 008108S) as Internal Auditor for the year 2018-19.

18. INTERNAL FINANCIAL CONTROLS

The Company has adequate system of internal financial controls to safeguard and protect from loss, unauthorized use or disposition of its assets. All the transactions are properly authorized, recorded and reported to the Management. The Company is following all the applicable Accounting Standards for prop-erly maintaining the books of accounts and reporting financial statements. The internal auditor of the company checks and verifies the internal control and monitors them. The Company confirms that there are proper and adequate internal control systems and procedures commensurate with its size and nature of its business for ensuring the orderly and efficient conduct of its business for safeguarding its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and timely preparation of reliable financial information. The company has not noticed any major weakness in the internal financial control procedures.

19. RISK MANAGEMENT

The Company had identified certain business risks and also the measures for dealing with such risks which it faces in day to day operations of the Company. However the company faces operational risks relating to people, process, legal environment and external factors, investment risk and regulatory risks. The company manages these risks by prudently investing its funds, managing its people and complying with all the regulations. These risks are continuously re-viewed and monitored by the management. The Board also reviews the risks and corrective actions and mitigation measures are taken as and 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 at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

21. GENERAL

The company has complied with all the provisions of secretarial standards issued by the Institute of Company Secretaries of India in respect of meetings of the board of directors and general meetings held during the year.

The registered office of the Company has been shifted from No.51, Hunters Road, Choolai, Chennai – 600 112 to Sapna Trade Centre, 10th Floor, 10B/2 No. 109, P.H Road, Chennai – 600 084 with effect from 17th December 2018.

An application has been filed by the Company with RBI for the proposed appointment of Mr. T Dhevanathan Yadav and Mr. PA Devasenathipathy as Directors of the Company and acquisition of shares by Mr. T Dhevanathan Yadav.

The Company has nothing to report/disclose in respect of the following items as detailed below:

a) There were no material changes and commitments, affecting the financial position of the Company, which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.b) The Company has no subsidiary, associate or Joint venture companies and hence reporting on the performance and financial position of them as per AOC 1 and preparation of consolidated financial statements are not applicable to the company. c) There is no change in the nature of business of the Company during the year.d) No company have become or ceased to be its subsidiaries, joint ventures or associates during the year under review.e) During the year under review, the Company has not accepted any deposits from the public within the meaning of Section 73 of the Companies Act, 2013f) There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company’s operations in future.

8


g) The company has not issued any equity shares with differential rights during the year under review.h) The company has not issued any shares including sweat equity shares to the employees under any scheme during the year under review.i) The company was not required to constitute a CSR Committee as the company has not met any of the thresholds mentioned in Section 135 of the Companies Act, 2013 during the financial year under review. Hence reporting about policy on Corporate Social responsibility and the initiatives taken are not applicable to the company. j) The provisions of section 186 is not applicable to the company and hence reporting under section 186 on loans, guarantees and investments does not arise.k) There were no contracts or arrangements with related parties referred to in sub-section (1) of Section 188. Hence, Form AOC-2 pursuant to the Companies (Accounts) Rules 2014 is not enclosedl) The Company has nothing to report on conservation of energy and technology absorption. There were no foreign exchange earnings or outgo for the company during the year.

22. ACKNOWLEDGEMENT

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


14.08.2019 -SD- -SD-Chennai Bhavika M Jain Khushbu M Jain Director Director DIN: 07704015 DIN: 07704023

Annexure I

FORM NO. MGT-9EXTRACT OF ANNUAL RETURN

as on the financial year ended on 31/03/2019[Pursuant to Section 92(3) of the Companies Act, 2013, and

Rule 12(1) of the Companies (Mgt. and Administration) Rules, 2014]

I. REGISTRATION AND OTHER DETAILS:

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY(All the business activities contributing 10% or more of the total turnover of the company shall be stated)

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES: NA

IV. SHARE HOLDING PATTERN (EQUITY)

(i) CIN: L65191TN1985PLC011503

(ii) Registration Date 25th January 1985

(iii) Name of the Company UPASANA FINANCE LIMITED

(iv) Category / Sub-category of the Company Company limited by Shares / Non-govt Company

(v) Address of the Registered office and contact details

Sapna Trade Centre, 10th Floor, 10B/2 No. 109, P.H Road, Chennai – 600 084Email: [email protected]: +91-9600030346

(vi) Whether listed Company Yes. Listed in BSE Limited

(vii) Name and Address of Registrar & Transfer Agents ( RTA )

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

S.No Name and Description of main products / services NIC Code of the Product/service

% to total turnover of the company

1 Financial Activities 64990 100

CATEGORY OF SHAREHOLDERS

NO OF SHARES HELD AT THE BEGINNING OF THE YEAR

NO OF SHARES HELD AT THE END OF THE YEAR

% CHANGE DURING

THE YEAR

DEMAT PHYSICAL TOTAL% OF

TOTAL SHARES

DEMAT PHYSICAL TOTAL% OF

TOTAL SHARES

SHAREHOLDING OF PROMOTER AND PROMOTER GROUP

Indian

Individual/Hindu Undivided Family 3177712 27700 3205412 74.93 2287052 0 2287052 53.46 (21.47)

Central Government 0 0 0 0 0 0 0 0 0

9


State Government 0 0 0 0 0 0 0 0 0

Bodies Corporate 0 0 0 0 0 0 0 0 0

Financial Institutions/Banks 0 0 0 0 0 0 0 0 0

Any other(specify) 0 0 0 0 0 0 0 0 0

SUB TOTAL A(1) 3177712 27700 3205412 74.93 2287052 0 2287052 53.46 (21.47)

Foreign

Individual(Nonresident/foreign) 0 0 0 0 0 0 0 0 0

Bodies corporate 0 0 0 0 0 0 0 0 0

Institutions 0 0 0 0 0 0 0 0 0

Qualified Foreign Investor 0 0 0 0 0 0 0 0 0


SUB TOTAL A(2) 0 0 0 0 0 0 0 0 0

Total Shareholding of promoter and Promoter Group(A)=A(1)+A(2) 3177712 27700 3205412 74.93 2287052 0 2287052 53.46 (21.47)

Public Shareholding

Institutions

Mutual funds/UTI 0 0 0 0 0 0 0 0 0

Financial Institutions/Banks 0 0 0 0 0 0 0 0 0

Central Government 0 0 0 0 0 0 0 0 0

State Government(s) 0 0 0 0 0 0 0 0 0

Venture Capital Funds 0 0 0 0 0 0 0 0 0

Insurance Companies 0 0 0 0 0 0 0 0 0

Foreign Institutional Investors 0 0 0 0 0 0 0 0 0

Foreign Venture Capital Investors 0 0 0 0 0 0 0 0 0



SUB TOTAL B(1) 0 0 0 0 0 0 0 0 0

Non-Institutions

Bodies Corporate(Indian/foreign/Overseas) 12651 24400 37051 0.87 57596 23100 80696 1.89 1.02

Individuals(Resident/NRI/Foreign National) 0 0 0 0 0 0 0 0 0

Individual shareholders holding Nom-inal share Capital upto Rs.1 Lakh 221852 633863 855715 20.00 358071 587293 945364 22.10 2.10

Individual shareholders holding Nom-inal share Capital above Rs.1 Lakh 176515 0 176515 4.13 638270 0 638270 14.92 10.79



Corporate CM/TM - Collateral A/C 0 0 0 0 259 0 259 0.01 0.01

Corporate CM/TM - Client Margin A/C 2633 0 2633 0.06 320358 0 320358 7.49 7.43

Clearing Member 674 0 674 0.02 6001 0 6001 0.14 0.12

SUB TOTAL B(2) 414325 658263 1072588 25.07 1380555 610393 1990948 46.54 21.47

Total Public Share Holding (B)=B(1)+B(2) 414325 658263 1072588 25.07 1380555 610393 1990948 46.54 21.47

TOTAL (A)+(B) 3592037 685963 4278000 100 3667607 610393 4278000 100 -

Shares held by Custodians and against which Depository Receipts have been issued

0 0 0 0 0 0 0 0 0

GRAND TOTAL (A)+(B)+(C) 3592037 685963 4278000 100 3667607 610393 4278000 100 0

10


SHAREHOLDINGS OF PROMOTERS

C) Change in Promoters’ Shareholding:

Sl.No Shareholder’s Name

Shareholding at the beginning of the year Shareholding at the end of the year % change in share-holding

during the year

No. of Shares

% of total Shares of

the company

%of Shares Pledged /

encumbered to total shares

No. of Shares

% of total Shares of

the company

% of Shares Pledged /

encumbered to total shares

1 REKHA M JAIN 1000200 23.38 0 91740 2.14 0 (21.24)

2 BHAVIKA M JAIN 1205212 28.17 0 1195312 27.94 0 (0.23)

3 KHUSHBU MO-HAN KUMAR JAIN 1000000 23.38 0 1000000 23.38 0 0

Total 3205412 74.93 0 2287052 53.46 0 (21.47)

S.No NameOpening Balance Increase / Decrease Closing Balance

Shares % Shares % Shares %

1 Ms. BHAVIKA M JAIN

PAN :AFAPB0985N

Opening Balance as on 01/04/2018 1205212 28.17 0 0 0 0

25/04/2018 0 0 (1000) (0.02) 1204212 28.15

02/05/2018 0 0 (200) (0.00) 1204012 28.14

09/05/2018 0 0 (7000) (0.16) 1197012 27.98

10/05/2018 0 0 (50) (0.00) 1196962 27.98

11/05/2018 0 0 (1150) (0.03) 1195812 27.95

15/05/2018 0 0 (500) (0.01) 1195312 27.94

Closing Balance as on 30/03/2019 0 0 0 0 1195312 27.94

2 Ms. REKHA M JAIN

PAN :AADPJ8462C


04/04/2018 0 0 (50000) (1.17) 950200 22.21

05/04/2018 0 0 (16125) (0.38) 934075 21.83

06/04/2018 0 0 (1825) (0.04) 932250 21.79

09/04/2018 0 0 (11631) (0.27) 920619 21.52

10/04/2018 0 0 (33550) (0.78) 887069 20.74

11/04/2018 0 0 (15200) (0.36) 871869 20.38

12/04/2018 0 0 (21761) (0.51) 850108 19.87

13/04/2018 0 0 (17382) (0.41) 832726 19.47

16/04/2018 0 0 (25001) (0.58) 807725 18.88

17/04/2018 0 0 (23000) (0.54) 784725 18.34

18/04/2018 0 0 (15025) (0.35) 769700 17.99

19/04/2018 0 0 (16900) (0.40) 752800 17.60

20/04/2018 0 0 (10000) (0.23) 742800 17.36

23/04/2018 0 0 (10650) (0.25) 732150 17.11

24/04/2018 0 0 (13980) (0.33) 718170 16.79

02/05/2018 0 0 (25850) (0.60) 692320 16.18

03/05/2018 0 0 (16500) (0.39) 675820 15.80

08/05/2018 0 0 (80001) (1.87) 595819 13.93

18/05/2018 0 0 (5000) (0.12) 590819 13.81

28/05/2018 0 0 (8000) (0.19) 582819 13.62

11


01/06/2018 0 0 (40000) (0.94) 542819 12.69

14/06/2018 0 0 (5000) (0.12) 537819 12.57

15/06/2018 0 0 (24475) (0.57) 513344 12.00

31/07/2018 0 0 (880) (0.02) 512464 11.98

01/08/2018 0 0 (1523) (0.04) 510941 11.94

02/08/2018 0 0 (1) (0.00) 510940 11.94

21/08/2018 0 0 (9000) (0.21) 501940 11.73

24/08/2018 0 0 (3500) (0.08) 498440 11.65

27/09/2018 0 0 (5001) (0.12) 493439 11.53

26/11/2018 0 0 (70431) (1.65) 423008 9.89

28/11/2018 0 0 (35000) (0.82) 388008 9.07

29/11/2018 0 0 (20000) (0.47) 368008 8.60

03/12/2018 0 0 (26220) (0.61) 341788 7.99

10/12/2018 0 0 (67396) (1.58) 274392 6.41

11/12/2018 0 0 (34000) (0.80) 240392 5.62

12/12/2018 0 0 (41602) (0.97) 198790 4.65

14/12/2018 0 0 (24200) (0.57) 174590 4.08

01/01/2019 0 0 (35751) (0.84) 138839 3.25

02/01/2019 0 0 (17249) (0.40) 121590 2.84

04/01/2019 0 0 (6453) (0.15) 115137 2.69

11/01/2019 0 0 (5897) (0.14) 109240 2.55

14/01/2019 0 0 (17500) (0.41) 91740 2.14


3 Ms. KHUSHBU MOHAN KUMAR JAIN

PAN :AJGPK8356G


Closing Balance as on 30/03/2019 0 0 0 0 1000000 23.38D) Shareholding Pattern of top ten Shareholders: (other than Directors, Promoters and Holders of GDRs and ADRs):

S.No NameOpening Balance Increase / Decrease Closing Balance

Shares % Shares % Shares %

1 VINOD FOJMALJI KOTHARI H.U.F.

PAN :AAFHK6200B


29/06/2018 0 0 25 0.001 43788 1.024

06/07/2018 0 0 50 0.001 43838 1.025

24/08/2018 0 0 5 0.000 43843 1.025

31/08/2018 0 0 12 0.000 43855 1.025

07/09/2018 0 0 5 0.000 43860 1.025

14/09/2018 0 0 5 0.000 43865 1.025

05/10/2018 0 0 2 0.000 43867 1.025

07/12/2018 0 0 11264 0.263 55131 1.289

14/12/2018 0 0 20067 0.469 75198 1.758

21/12/2018 0 0 (4999) (0.117) 70199 1.641

28/12/2018 0 0 (127) (0.003) 70072 1.638

04/01/2019 0 0 (496) (0.012) 69576 1.626

12


11/01/2019 0 0 6735 0.157 76311 1.784

18/01/2019 0 0 40 0.001 76351 1.785

25/01/2019 0 0 100 0.002 76451 1.787

01/02/2019 0 0 115 0.003 76566 1.790

08/02/2019 0 0 (10703) (0.250) 65863 1.540

15/02/2019 0 0 (17903) (0.418) 47960 1.121

22/02/2019 0 0 (25171) (0.588) 22789 0.533

01/03/2019 0 0 10010 0.234 32799 0.767

08/03/2019 0 0 4000 0.094 36799 0.860

15/03/2019 0 0 3000 0.070 39799 0.930

29/03/2019 0 0 2293 0.054 42092 0.984


2 Mr. SANJAYKUMAR SARAWAGI

PAN :AEGPS6613F


01/03/2019 0 0 (581) (0.014) 42822 1.001


3 Mr. GHANSHYAM N GAJJAR

PAN :ABSPG1705D



4 Mr. RAHUL ANANTRAI MEHTA

PAN :AAEPM3588K


13/04/2018 0 0 (1500) (0.035) 24234 0.566

20/04/2018 0 0 3514 0.082 27748 0.649

27/04/2018 0 0 (1950) (0.046) 25798 0.603

04/05/2018 0 0 2250 0.053 28048 0.656

11/05/2018 0 0 (2496) (0.058) 25552 0.597

18/05/2018 0 0 1479 0.035 27031 0.632

29/06/2018 0 0 (101) (0.002) 26930 0.630

27/07/2018 0 0 10 0.000 26940 0.630

03/08/2018 0 0 10 0.000 26950 0.630

10/08/2018 0 0 5 0.000 26955 0.630

17/08/2018 0 0 5 0.000 26960 0.630

24/08/2018 0 0 (850) (0.020) 26110 0.610

31/08/2018 0 0 1357 0.032 27467 0.642

21/09/2018 0 0 5 0.000 27472 0.642

26/10/2018 0 0 (1900) (0.044) 25572 0.598

30/11/2018 0 0 1000 0.023 26572 0.621

07/12/2018 0 0 (300) (0.007) 26272 0.614

14/12/2018 0 0 745 0.017 27017 0.632

21/12/2018 0 0 (1904) (0.045) 25113 0.587

28/12/2018 0 0 70 0.002 25183 0.589

11/01/2019 0 0 (100) (0.002) 25083 0.586

13


01/02/2019 0 0 100 0.002 25183 0.589

08/02/2019 0 0 (1151) (0.027) 24032 0.562

15/02/2019 0 0 (14061) (0.329) 9971 0.233

22/02/2019 0 0 (2395) (0.056) 7576 0.177

01/03/2019 0 0 5000 0.117 12576 0.294

08/03/2019 0 0 3007 0.070 15583 0.364

15/03/2019 0 0 (2000) (0.047) 13583 0.318

22/03/2019 0 0 (600) (0.014) 12983 0.303


5 Ms. ASHA RAJESH MEHTA

PAN :ACFPM4252R


24/08/2018 0 0 (1002) (0.023) 23998 0.561

31/08/2018 0 0 (509) (0.012) 23489 0.549

19/10/2018 0 0 (435) (0.010) 23054 0.539

02/11/2018 0 0 (61) (0.001) 22993 0.537

09/11/2018 0 0 (200) (0.005) 22793 0.533

16/11/2018 0 0 (50) (0.001) 22743 0.532

30/11/2018 0 0 (22743) (0.532) 0 0.000


6 BAJAJ AUTO LTD

PAN :4317



7 Mr. NAVNIT S JIVAN

PAN :800006



8 ARIHANTS STOCK BROKERS PVT LTD

PAN :AAACA7794A



9 Mr. NAYAN ARUN JAGJIVAN

PAN :800011



10 Ms. SONAL RUPESH JOBANPUTRA

PAN :AGNPJ4922B



11 Mr. S VENKATESWARAN

PAN :800004



12 Mr. RITESH MOHTA

14


PAN :AAHPR7715C


27/04/2018 0 0 (7000) (0.164) 0 0.000


13 Mr. PRAKASH MILAPCHAND JAIN

PAN :ACOPJ7101M



14 Ms. NIKITHA A

PAN :APAPN6775L


06/04/2018 0 0 25000 0.584 30798 0.720

04/05/2018 0 0 12750 0.298 43548 1.018

11/05/2018 0 0 (12500) (0.292) 31048 0.726

08/06/2018 0 0 12000 0.281 43048 1.006

03/08/2018 0 0 (5) (0.000) 43043 1.006

07/12/2018 0 0 18425 0.431 61468 1.437

14/12/2018 0 0 (19500) (0.456) 41968 0.981

04/01/2019 0 0 (6809) (0.159) 35159 0.822

11/01/2019 0 0 9427 0.220 44586 1.042

18/01/2019 0 0 (9927) (0.232) 34659 0.810


15 CELEBRUS CAPITAL LIMITED - CLIENT ACCOUNT

PAN :AADCC7583L


13/04/2018 0 0 11781 0.275 11781 0.275

27/04/2018 0 0 (10300) (0.241) 1481 0.035

11/05/2018 0 0 (1017) (0.024) 464 0.011

18/05/2018 0 0 1139 0.027 1603 0.037

25/05/2018 0 0 8498 0.199 10101 0.236

01/06/2018 0 0 (301) (0.007) 9800 0.229

22/06/2018 0 0 (9780) (0.229) 20 0.000

06/07/2018 0 0 1900 0.044 1920 0.045

13/07/2018 0 0 8429 0.197 10349 0.242

20/07/2018 0 0 (9329) (0.218) 1020 0.024

27/07/2018 0 0 1400 0.033 2420 0.057

03/08/2018 0 0 9169 0.214 11589 0.271

24/08/2018 0 0 3285 0.077 14874 0.348

31/08/2018 0 0 4980 0.116 19854 0.464

07/09/2018 0 0 (9554) (0.223) 10300 0.241

14/09/2018 0 0 200 0.005 10500 0.245

21/09/2018 0 0 (9269) (0.217) 1231 0.029

05/10/2018 0 0 5989 0.140 7220 0.169

12/10/2018 0 0 (3018) (0.071) 4202 0.098

19/10/2018 0 0 (1189) (0.028) 3013 0.070

26/10/2018 0 0 287 0.007 3300 0.077

15


02/11/2018 0 0 (202) (0.005) 3098 0.072

09/11/2018 0 0 2 0.000 3100 0.072

30/11/2018 0 0 20698 0.484 23798 0.556

07/12/2018 0 0 (1614) (0.038) 22184 0.519

14/12/2018 0 0 2752 0.064 24936 0.583

21/12/2018 0 0 (266) (0.006) 24670 0.577

28/12/2018 0 0 (970) (0.023) 23700 0.554

31/12/2018 0 0 (5600) (0.131) 18100 0.423

04/01/2019 0 0 5599 0.131 23699 0.554

11/01/2019 0 0 (1898) (0.044) 21801 0.510

25/01/2019 0 0 28696 0.671 50497 1.180

01/02/2019 0 0 48818 1.141 99315 2.322

15/02/2019 0 0 (11345) (0.265) 87970 2.056

22/02/2019 0 0 (30736) (0.718) 57234 1.338

01/03/2019 0 0 12610 0.295 69844 1.633

15/03/2019 0 0 (12911) (0.302) 56933 1.331

22/03/2019 0 0 58999 1.379 115932 2.710

29/03/2019 0 0 72867 1.703 188799 4.413


16 Mr. S SRIDHARAN

PAN :AEPPS7357R


31/08/2018 0 0 38000 0.888 38000 0.888

14/09/2018 0 0 39000 0.912 77000 1.800


17 INTELLECT STOCK BROKING LIMITED

PAN :AADCR1862K


29/03/2019 0 0 70000 1.636 70000 1.636


18 Ms. KUSHBU LODHA

PAN :BDBPK8053N


28/12/2018 0 0 5000 0.117 5000 0.117

04/01/2019 0 0 40962 0.958 45962 1.074

18/01/2019 0 0 10000 0.234 55962 1.308

08/03/2019 0 0 (9100) (0.213) 46862 1.095

15/03/2019 0 0 (9000) (0.210) 37862 0.885

29/03/2019 0 0 15000 0.351 52862 1.236


19 Ms. S SARIKA

PAN :AVCPS6060R


30/11/2018 0 0 69690 1.629 69690 1.629

07/12/2018 0 0 (39020) (0.912) 30670 0.717

14/12/2018 0 0 18401 0.430 49071 1.147

16



20 Mr. SANTOSH KAVAR G

PAN :AAVPS5824P


22/02/2019 0 0 111949 2.617 111949 2.617

01/03/2019 0 0 36116 0.844 148065 3.461

22/03/2019 0 0 (35470) (0.829) 112595 2.632

29/03/2019 0 0 (69270) (1.619) 43325 1.013


21 Mr. GOUTAM CHAND BOKDIA P

PAN :AGKPG8557E


22/02/2019 0 0 110276 2.578 110276 2.578

01/03/2019 0 0 37735 0.882 148011 3.460

22/03/2019 0 0 (50000) (1.169) 98011 2.291

29/03/2019 0 0 (55798) (1.304) 42213 0.987


22 Mr. SHRIPAL SANGHVI

PAN :ABGPS4424B


25/05/2018 0 0 40597 0.949 40597 0.949

01/06/2018 0 0 (426) (0.010) 40171 0.939

28/09/2018 0 0 (590) (0.014) 39581 0.925


23 CAPSTOCKS & SECURITIES (INDIA) PVT LTD

PAN :AABCC6234A


06/04/2018 0 0 17950 0.420 17950 0.420

13/04/2018 0 0 22311 0.522 40261 0.941

20/04/2018 0 0 (12501) (0.292) 27760 0.649

27/04/2018 0 0 (20516) (0.480) 7244 0.169

04/05/2018 0 0 10116 0.236 17360 0.406

11/05/2018 0 0 (16500) (0.386) 860 0.020

18/05/2018 0 0 4140 0.097 5000 0.117

25/05/2018 0 0 (4935) (0.115) 65 0.002

01/06/2018 0 0 40935 0.957 41000 0.958

15/06/2018 0 0 (10015) (0.234) 30985 0.724

13/07/2018 0 0 (30885) (0.722) 100 0.002

20/07/2018 0 0 (1) (0.000) 99 0.002

03/08/2018 0 0 (98) (0.002) 1 0.000

24/08/2018 0 0 9533 0.223 9534 0.223

31/08/2018 0 0 (2040) (0.048) 7494 0.175

07/09/2018 0 0 (315) (0.007) 7179 0.168

28/09/2018 0 0 5001 0.117 12180 0.285

05/10/2018 0 0 (5001) (0.117) 7179 0.168

30/11/2018 0 0 12821 0.300 20000 0.468

17


14/12/2018 0 0 102600 2.398 122600 2.866

21/12/2018 0 0 25500 0.596 148100 3.462

28/12/2018 0 0 (950) (0.022) 147150 3.440

31/12/2018 0 0 (2600) (0.061) 144550 3.379

04/01/2019 0 0 5429 0.127 149979 3.506

11/01/2019 0 0 (29651) (0.693) 120328 2.813

18/01/2019 0 0 346 0.008 120674 2.821

25/01/2019 0 0 2060 0.048 122734 2.869

01/02/2019 0 0 (5176) (0.121) 117558 2.748

08/02/2019 0 0 (7934) (0.185) 109624 2.563

15/02/2019 0 0 (6448) (0.151) 103176 2.412

22/02/2019 0 0 (54985) (1.285) 48191 1.126

08/03/2019 0 0 (16937) (0.396) 31254 0.731

15/03/2019 0 0 450 0.011 31704 0.741

22/03/2019 0 0 4224 0.099 35928 0.840

29/03/2019 0 0 1862 0.044 37790 0.883


24 Mr. ASHOK KUMAR JAIN

PAN :AACPJ0884H


20/04/2018 0 0 18000 0.421 18000 0.421

27/04/2018 0 0 6000 0.140 24000 0.561

15/06/2018 0 0 (200) (0.005) 23800 0.556

07/12/2018 0 0 7000 0.164 30800 0.720

14/12/2018 0 0 33000 0.771 63800 1.491

11/01/2019 0 0 (1291) (0.030) 62509 1.461

25/01/2019 0 0 (785) (0.018) 61724 1.443

01/02/2019 0 0 160 0.004 61884 1.447

08/02/2019 0 0 (10400) (0.243) 51484 1.203

22/02/2019 0 0 (6270) (0.147) 45214 1.057

22/03/2019 0 0 (800) (0.019) 44414 1.038

29/03/2019 0 0 (15944) (0.373) 28470 0.665


25 Ms. KANCHAN DEVI

PAN :AHVPK3492Q


27/07/2018 0 0 985 0.023 985 0.023

03/08/2018 0 0 1483 0.035 2468 0.058

10/08/2018 0 0 517 0.012 2985 0.070

08/02/2019 0 0 11150 0.261 14135 0.330

01/03/2019 0 0 12360 0.289 26495 0.619

15/03/2019 0 0 (3892) (0.091) 22603 0.528

22/03/2019 0 0 (300) (0.007) 22303 0.521

29/03/2019 0 0 4146 0.097 26449 0.618


18


E) Shareholding of Directors and Key Managerial Personnel:

S.No Shareholding of each Directors and each Key Managerial Personnel

Shareholding at the beginningof the year

Cumulative Shareholding during the year

No. of shares % of total

shares of thecompany

No. of shares % of total

shares of thecompany

1 Ms. BHAVIKA M JAIN

At the beginning of the year 1205212 28.17 1205212 28.17

Increase / Decrease in Promoters Shareholding & reasons thereof:25.04.201802.05.201809.05.201810.05.201811.05.201815.05.2018

(1000)(200)

(7000)(50)

(1150)(500)

(0.02)(0.00)(0.16)(0.00)(0.03)(0.01)

120421212040121197012119696211958121195312

28.1528.1427.9827.9827.9527.94

At the end of the year 1195312 27.94 1195312 27.94

2 Ms. REKHA M JAIN


Increase / Decrease in Promoters Shareholding & reasons thereof:04.04.201805.04.201806.04.201809.04.201810.04.201811.04.201812.04.201813.04.201816.04.201817.04.201818.04.201819.04.201820.04.201823.04.201824.04.201802.05.201803.05.201808.05.201818.05.201828.05.201801.06.201814.06.201815.06.201831.07.201801.08.201802.08.201821.08.201824.08.201827.09.201826.11.201828.11.201829.11.201803.12.201810.12.201811.12.201812.12.201814.12.201801.01.201902.01.201904.01.201911.01.201914.01.2019

(50000)(16125)(1825)(11631)(33550)(15200)(21761)(17382)(25001)(23000)(15025)(16900)(10000)(10650)(13980)(25850)(16500)(80001)(5000)(8000)

(40000)(5000)

(24475)(880)

(1523)(1)

(9000)(3500)(5001)

(70431)(35000)(20000)(26220)(67396)(34000)(41602)(24200)(35751)(17249)(6453)(5897)

(17500)

(1.17)(0.38)(0.04)(0.27)(0.78)(0.36)(0.51)(0.41)(0.58)(0.54)(0.35)(0.40)(0.23)(0.25)(0.33)(0.60)(0.39)(1.87)(0.12)(0.19)(0.94)(0.12)(0.57)(0.02)(0.04)(0.00)(0.21)(0.08)(0.12)(1.65)(0.82)(0.47)(0.61)(1.58)(0.80)(0.97)(0.57)(0.84)(0.40)(0.15)(0.14)(0.41)

95020093407593225092061988706987186985010883272680772578472576970075280074280073215071817069232067582059581959081958281954281953781951334451246451094151094050194049844049343942300838800836800834178827439224039219879017459013883912159011513710924091740

22.2121.8321.7921.5220.7420.3819.8719.4718.8818.3417.9917.6017.3617.1116.7916.1815.8013.9313.8113.6212.6912.5712.0011.9811.9411.9411.7311.6511.539.899.078.607.996.415.624.654.083.252.842.692.552.14


3 Ms. KHUSHBU MOHAN KUMAR JAIN


19


Increase / Decrease in Promoters Shareholding & reasons thereof 0 0 0 0


V. Indebtedness: NIL

VI. Remuneration of Directors and Key Managerial 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:

* Appointed as Company Secretary with effect from 18.06.2018** Appointed as Chief Executive Officer and Chief Financial Officer with effect from 01.01.2019

VII. Penalties / Punishment/ Compounding of Offences: NIL

S.No Particulars of RemunerationName of CS Name of CEO & CFO

Total AmountMs. MONIKA KEDIA* Mr. VIKASH MAHIPAL**

1

Gross salary

(a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961 1,50,000 45,000 1,95,000

(b) Value of perquisites u/s 17(2) Income-tax Act, 1961 0 0 0

(c) Profits in lieu of salary under section 17(3) Income- tax Act, 1961 0 0 0

2 Stock Option 0 0 0

3 Sweat Equity 0 0 0

4Commission- as % of profit- others, specify

0 0 0

5 Others, please specify (Settlement made) 0 0 0

Total (A) 1,50,000 45,000 1,95,000

Ceiling as per the Act NA


14.08.2019 -SD- -SD-Chennai Bhavika M Jain Khushbu M Jain Director Director DIN: 07704015 DIN: 07704023

Annexure IINomination and Remuneration Policy

I. Criteria for Appointment of Directors

a) QualificationsAn Independent director shall be a person of eminence, standing and knowledge with significant achievements in business, professions and/or public service or professional practice and desirable to have industry experience in which the company 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 other disciplines related to the company’s business. b) Positive attributes of Directors (including Independent Directors) Nomination and Remuneration Committee shall take into account the following positive attributes while recommending the appointment of independent director • To demonstrate integrity, credibility, trustworthiness, ability to handle conflict constructively, and the willingness to address issues proactively • Continuously update their knowledge and skills with the latest developments in the relevant industry, market conditions and applicable legal provisions• Ability and willingness to devote sufficient time and attention to the Company’s business and discharge their responsibilities. • Ability to bring an independent judgment to the Board’s deliberations especially on issues of strategy, performance, risk management, key appointments and standards of conduct. • Ability to develop a good working relationship with other Board members and contribute to the Board’s working relationship with the senior management of the Company. • To act within their authority, assist in protecting the legitimate interests of the Company, its shareholders and employees Assist the company in implementing the best corporate governance practices. c) An Independent director should meet the requirement of the Companies Act, 2013 and clause 49 of the Listing agreement concerning independence of directors as may be specified from time to time.

20


II. Remuneration policy for Directors and whole time directors

a) Non-Executive Directors: At present the non-executive directors have waived their sitting fees and do not receive any remuneration. b) Managing Director/ Whole Time Director/ Manager: At present the company does not 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 Key Managerial Personnel and employees: a) The objective of policy is directed towards having a compensation philosophy and structure that will reward and retain talent. b) Remuneration to Key Managerial Personnel and other employees will have a balance between fixed and incentive pay reflecting both short and long term performance objectives appropriate to the working of the Company and its goals and objectives. 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 be such as to ensure that the relationship of remuneration to performance is clear and meets appropriate performance benchmarks and also the market conditions in the employment market.

Annexure III

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

(i) The ratio of the remuneration of each director to the median remuneration of the employees of the company for the financial year. None of the directors is receiving any remuneration from the company. The directors do not receive sitting fees also. Hence the ratio of the remuneration of each director to the median remuneration of the employees of the company for the financial year 2018-19 does not arise. (ii) The percentage increase in remuneration of each Director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager in the financial year. None of the directors is receiving any remuneration from the company. Further the Company Secretary & Chief Executive Officer and Chief Financial Officer of the Company were appointed with effect from 18.06.2018 & 01.01.2019 onwards respectively, hence the necessity of reporting under this clause does not arise.(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 the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any 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 for Directors, Key Managerial Personnel and other Employees.(vii) The names of the top ten employees in terms of remuneration drawn: Not applicable.

Annexure IV

Form No.MR.3Secretarial Audit Report

(For the financial year ended 31st March, 2019)[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule No. 9 of the Companies

(Appointment and Remuneration of Managerial Personnel) Rules, 2014]

ToThe MembersUPASANA FINANCE LIMITEDSapna Trade Centre, 10th Floor, 10B/2, No. 109, P.H Road, Chennai – 600 084

We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by M/s. Upasana Finance Limited (hereinafter called the Company). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon.

Based on our verification of Company’s books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, We hereby report that in our opinion, the company has, during the audit period covering the financial year ended on 31st March, 2019, complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

We have examined the books, papers, minute books, forms and returns filed and other records maintained by Upasana Finance Limited (“The Company”) for the financial year ended on 31st March, 2019 according to the provisions of:

1) The Companies Act, 2013 (the Act) and the Rules made thereunder. 2) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the Rules made thereunder; 3) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder; 4) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act’)

i) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers)Regulations, 2011ii) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;iii) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client.iv) The Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015;

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

21


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

(a) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee 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; (e) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009;

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

i) Secretarial Standards with respect to Meetings of Board of Directors (SS-1) and General Meetings (SS-2) issued by The Institute of Company Secretaries of India.ii) The Listing Agreements entered into by the Company with Bombay Stock Exchange Ltd.

We further report that the applicable financial laws, such as the Direct and Indirect Tax Laws, have not been reviewed under our audit as the same falls under the review of statutory 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) The Company did not have a Company Secretary for a part of the year upto 17.06.2018 and hence has not complied with the first proviso of sub-section 1 of Section 203 of the Companies Act 2013 read with Rule 8 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. (ii) In absence of Company Secretary for a part of the year upto 17.06.2018, the Company has not complied with Regulation 6 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, viz., appointment of Company Secretary as Compliance officer. (iii) The Company has not appointed CEO & CFO (whole-time Key Managerial Personnel) for a part of the year upto 31.12.2018 as required under the first proviso of sub-section 1 (i) & (iii) of Section 203 of the Companies Act 2013 read with Rule 8 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.(iv) The un-audited results for the quarter ended June 30, 2018 were intimated to BSE on 18.08.2018 i.e., beyond the time limits as specified in Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 (LODR Regulations).

We further report that:

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

ii) adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting and other business which are not included in the Agenda are considered vide supplementary agenda subject to consent of the Board of Directors.

iii) all the decisions at Board meetings and Committee Meetings are carried out unanimously as recorded in the minutes of the meetings of the Board of Directors or Committee of the Board, as the case may be.

iv) there are adequate systems and processes in the Company commensurate with the size and 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 Company commensurate with the size and operations of the company to monitor and ensure compliance 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 Company SecretariesPlace: ChennaiDate: 14.08.2019 -SD- BALU SRIDHAR Partner FCS No. 5869 C. P. No. 3550

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

Annexure ATo,The MembersUPASANA FINANCE LIMITEDSapna Trade Centre, 10th Floor, 10B/2, No. 109, P.H Road, Chennai – 600 084

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

22


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

2. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial Records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. We believe that the processes and practices, we followed provide a reasonable basis for our opinion.

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

4. Wherever required, we have obtained the Management representation about the compliance 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 limited to the verification of procedures on test basis.

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

For A.K JAIN & ASSOCIATES Company SecretariesPlace: ChennaiDate: 14.08.2019 -SD- BALU SRIDHAR Partner FCS No. 5869 C. P. No. 3550

Independent Auditors’ ReportTo the Members ofUPASANA FINANCE LIMITED, Chennai For the year ended 31st March 2019

1. Report on the Financial Statements

We have audited the accompanying financial statements of Upasana Finance Limited (“the company”), which comprise the Balance Sheet as at 31st March 2019, the Statement of Profit and Loss, the Cash Flow Statement for the year then ended, and a summary of the significant accounting policies and other explanatory information.

2. Management’s Responsibility for the Financial Statements

The Company’s Board of Directors is responsible for the matters stated in section 134(5) of the Companies Act, 2013 (‘the act”) with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

This responsibility also includes the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting the frauds and other irregularities; selection and application of appropriate accounting policies; making judgements and estimates that are responsible and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and view and are free from material misstatement, whether due to fraud or error.

3. Auditor’s Responsibility

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

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

We conducted our audit in accordance with the Standards of Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatements.

An audit involve performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedure selected depend on the auditor’s judgement, including the assessment of the risks of the material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company’s preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances.

An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company’s Directors, as well as evaluating the overall presentation of the financial statements.

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

4. Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements, give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India;

a) of the state of affairs of the Company as at March 31, 2019

23

UPASANA FINANCE LIMITED, CHENNAI - 600 084b) of the Profit for the year ended on that date; andc) of the cash flows for the year ended on that date.

5. Report on Other Legal and Regulatory Requirements

a) As required by the Companies (Auditor’s Report) order, 2016 (“the Order”), issued by the Central Government of India in terms of sub section (11) of section 143 of the Act, we give in the “Annexure-A” a statement on the matters specified in paragraphs 3 & 4 of the Order, to the extent applicable.

b) As required by section 143 (3) of the Act, we report that:

i) We have sought and obtained all the information and explanations which, to the best of our knowledge and belief were necessary for the purpose of our audit.

ii) In our opinion proper books of account as required by Law have been kept by the Company so far as it appears from our examination of those books.

iii) The Balance Sheet, the Statement of Profit & Loss and Cash Flow Statement dealt with by this Report are in agreement with the books of account.

iv) In our opinion, the aforesaid financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

v) On the basis of the written representations received from the directors as on March 31, 2019, taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2019 from being appointed as a director in terms of section 164 (2) of the Act.

vi) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate report in “Annexure B”.

vii) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

i. The Company has disclosed the impact of pending litigations on its financial position in its financial statements - Refer Note No. AS29 Annexure to the financial statements ii. The Company did not have any long term contracts including derivatives contracts for which there were any material foreseeable losses. iii. During the year, there were no requirement on the part of the company to transfer any amount to the Investor Education and Protection Fund.

Place: Chennai For M/s. Kalyanasundaram & Co.Date: 30th May 2019 Chartered Accountants

-SD- B. Kalyanasundaram, F. C. A, Partner Membership No. 011453

“Annexure A” to the Auditors’ Report to the members of Upasana Finance Limited, Chennai for the year ended 31st March 2019

Annexure A referred to in our report under “Report on Other Legal and Regulatory requirements Para 1” of even date on the accounts for the year ended 31st March 2019.

1. In respect of its fixed assets:

(a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets;(b) The fixed assets were physically verified during the year by the Management in accordance with a regular programme of verification which, in our opinion, provides for physical verification of all the fixed assets at reasonable intervals. According to the information and explanations given to us, no material discrepancies were noticed on such verification.

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

3. During the year, the company has not granted any loan to a company, firm, Limited Liability Partnerships or other parties covered in the register maintained under the Section 189 of the Companies Act, 2013.

4. During the year, the Company has not granted any loan, furnished any guarantees or provided any security. The Company has made investments in Mutual fund Units during the year. The Company has complied with the provisions of section 185 of the Companies Act, 2013. The provisions of Section 186 are not applicable to the company.

5. The company has not accepted any deposit within the meaning of the sections 73 to 76 of the Companies Act, during the year.

6. According to the information and explanations furnished to us, the requirement for maintenance of the cost records pursuant to the Companies (Cost Records and Audit) Rules, 2014 specified by the Central Government of India under section 148 of the Companies Act, 2013 are not applicable to the Company for the year under audit.

7. (a) According to the records provided to us, the company is generally regular in depositing undisputed statutory dues including Provident Fund, Income Tax, Service Tax and Tax Deducted at Source with the appropriate authorities. However we have observed delays in remitting sums in respect of Tax deducted at source and Service Tax. (b) According to information and explanations given to us, there are no disputed dues that were not deposited with the concerned authorities.8. The company has not availed any term loans from Bank or financial institutions. Hence the question of reporting on default in repayment thereof does not

24


exist.

9. The company has not raised any money by the way of initial public offer or further public offers including debt instruments or by the way of term loans during the year. Hence reporting on utilization of such money does not arise.

10. Based on the audit procedures adopted and information and explanations furnished to us by the management, no fraud on or by the company has been noticed or reported during the course of our audit.

11. No managerial remuneration has been paid or provided during the year.

12. The company is not a Nidhi Company and as such this clause of the Order is not applicable.

13. (a) In our opinion and according to the information and explanations furnished to us, all transactions with the related parties are in compliance with sections 177 and 188 of Companies Act, 2013. (b) The details of transaction during the year have been disclosed in the financial statements as required by the applicable accounting standards. Refer Note No. 18 to Financial Statements.

14. During the year, the company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures under section 42 of the Companies Act, 2013.

15. In our opinion and according to the information and explanations furnished to us, the company has not entered into any non-cash transactions with directors or persons connected with them.

16. The company is required to register under section 45-IA of the Reserve Bank of India Act, 1934 and has valid certificate of Registration issued by Reserve Bank of India.



“Annexure B” to the Auditors’ Report to the members of Upasana Finance Limited, Chennai for the year ended 31st March 2019

Report on the Internal Financial Controls under Clause (i) of Sub-Section 3 of Section 143 of the Companies Act, 2013 (“the Act”)

We have audited the internal financial reporting of Upasana Finance Limited, Chennai (“the Company”) as of March 31, 2019 in conjunction with our audit of the financial statements of the Company for the Year ended on that date.

1. Management’s Responsibility for Internal Financial Controls

The Company’s Management is responsible for establishing and maintaining internal financial controls based on “the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information as required under the Companies Act, 2013.

2. Auditor’s Responsibility

Our responsibility is to express an opinion on the Company’s Internal Financial Control over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note and the Standards on Auditing (‘the Standards’), issued by the ICAI and deemed to be prescribed under section 143(10) of the Act, to the extent applicable to an audit of internal financial controls, both issued by the ICAI. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

3. Meaning of Internal Financial Controls over Financial Reporting

A company’s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal financial control over financial reporting includes those policies and procedures that:

1. Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company.2. Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance

25

UPASANA FINANCE LIMITED, CHENNAI - 600 084with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and3. Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

4. Inherent Limitations of Internal Financial Controls over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management overriding of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. 5. Opinion

In our opinion, the company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31st March 2019, based on:

i. Existing policies and procedures adopted by the Company for ensuring orderly and efficient conduct of the business.ii. Continuous adherence to Company’s policies.iii. Existing procedure in relation to safeguarding of Company’s fixed assets, Investments, Receivables, loans and advances made and cash and bank balances.iv. Existing system to prevent and detect fraud and errors.v. Accuracy and completeness of Company’s accounting records.vi. Existing capacity to prepare timely and reliable financial information.



26


Balance Sheet as at 31st March, 2019

Particulars Note No As at 31-03-2019 As at 31-03-2018

I. EQUITY AND LIABILITIES

(1) Share holders Funds

(a) Share Capital 3 42,780,000 42,780,000

(b) Reserves and Surplus 4 91,898,521 87,528,637

(2) Non-Current Liabilities

(a) Long-term provisions - -

(3) Current Liabilities

(a) Short-term borrowingzs 5 - 100,000

(b) Trade payables - -

(c) Other current liabilities 6 473,686 453,915

(d) Short-term provisions 7 768,417 (213,393)

Total 135,920,624 130,649,159

II.ASSETS

(1) Non-current assets

(a) Fixed assets 8

(i) Tangible assets 90,547 -

(ii) Intangible assets 18,160 -

(b) Long Term Loans & Advances 9 - 1,877,416

(2) Current assets

(a) Current Investments - -

(b) Trade receivables - -

(c) Cash and cash equivalents 10 28,329,675 15,798,031

(d) Short-term loans and advances 11 106,342,242 112,973,712

(e) Other current assets 12 1,140,000 -

Total 135,920,624 130,649,159

The accompanying notes 1 to 25 are an integral part of the Financial Statements For and on behalf of the Board As per Report attached of even date For Upasana Finance Limited For M/s. Kalyanasundaram & Co. Chartered Accountants -SD- -SD- -SD- -SD- -SD- Bhavika M Jain Khusbhu M Jain Vikash Mahipal Monika Kedia B. Kalyanasundaram, F.C.A, Director Director CEO & CFO Company Secretary Partner DIN: 07704015 DIN: 07704023 Membership No. 011453 Place: Chennai. Date : 30th May 2019

27


Profit and Loss statement for the year ended 31st March 2019

Particulars Note No As at 31-03-2019 As at 31-03-2018

I. Revenue from operations 13 10,572,851 10,830,311

II. Other Income 14 - 147

III. Total Revenue (I +II) 10,572,851 10,830,458

IV. Expenses:

Employee benefit expense 15 1,067,366 3,977,007

Financial costs 16 1,562 3,195

Depreciation and amortization expense 8 13,675 -

Other expenses 17 3,138,674 3,033,773

Total Expenses 4,221,277 7,013,975

V. Profit before exceptional and extraordinary items and tax (III - IV) 6,351,574 3,816,483

VI. Exceptional Items - -

VII. Profit before extraordinary items and tax (V - VI) 6,351,574 3,816,483

VIII. Extraordinary Items - -

IX. Profit before tax (VII - VIII) 6,351,574 3,816,483

X. Tax expense:

(1) Current tax 1,981,690 982,744

(2) Tax of Earlier Years - -

(3) Deferred tax - -

XI. Profit/(Loss) for the period from continuing operations (IX - X) 4,369,884 2,833,739

XII. Profit/(Loss) from discontinued operations - -

XIII. Tax expense of discontinued operations - -

XIV. Profit/(Loss) from Discontinued operations (XII - XIII) - -

XV. Profit/(Loss) for the period (XI + XIV) 4,369,884 2,833,739

XVI. Earning per equity share:

(1) Basic 1.02 0.66

(2) Diluted 1.02 0.66


28


CASH FLOW STATEMENT FOR THE YEAR ENDED 31st MARCH 2019

PARTICULARS Year ended March 31, 2019 Year ended March 31, 2018A.CASH FLOW FROM OPERATING ACTIVITIES:

Net Profit before tax 6,351,574 3,816,483

Adjustments for:

Depreciation 13,675 -

Deferred Tax - -

Profit on Sale of Mutual Funds - 13,675 (3,519,436) (3,519,436)

Operating Profit before Extraordinary items & Working Capital changes: 6,365,249 297,047

Adjustments For Changes in Working Capital :

Loans and Advances and other current assets 5,491,469 (111,559,494)

Other Current Liabilities and Provisions 901,582 6,393,051 600,294 (110,959,200)

12,758,300 (110,662,153)

Less: Direct Taxes Paid 1,981,690 982,744

(a) 10,776,610 (a) (111,644,897)

B.CASH FLOW FROM INVESTING ACTIVITIES

Sale of Investments 87,458,902

Purchase on fixed assets (122,382) -

NET CASH FLOW FROM/(USED IN)INVESTING ACTIVITIES (b) (122,382) (b) 87,458,902

NET CASH USED IN FINANCING ACTIVITIES - -

Repayment of Long Term Liabilities (1,840,457)

Realisation of Long Term Advances 1,877,416 11,500,000

(c) 1,877,416 (c) 9,659,543

NET INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS (a+b+c) 12,531,644 (14,526,452)Cash and cash equivalents at the beginning of the year 15,798,031 30,324,483Cash and cash equivalents at the end of the year 28,329,675 15,798,031


29


Notes to financial statements for the year ended March 31, 2019 (All amounts are in Indian Rupees except share data or as stated)

NOTE 1: Background Upasana Finance Limited was incorporated as Non-Government Company on 25.01.1985 having its registered office in Chennai. The Company is engaged in the business of Financial Activities.

NOTE 2: Significant Accounting Policies

a) Basis of preparation of financial statementsThe 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 Government pursuant to Companies (Accounting Standard) Rules, 2006, other pronouncements of the Institute of 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 make estimates and assumptions that affect the reported amounts of assets and liabilities, revenue and expenses, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the period reported. Actual results could differ from these estimates. Any revision to accounting estimates is recognized prospectively in the current and future periods.

c) Revenue recognition

Interest income on deposits is recognized on the time proportionate method.

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

e) Employee benefit (Defined benefit plan) Gratuity: The Company provides for gratuity, a defined benefit retirement Plan (the “Gratuity Plan”) covering eligible employees. The Plan provides payment to vested employees at retirement, death or termination of employment, of an amount based on the respective employee’s salary and the tenure of employment with the Company. Liabilities related to the Gratuity Plan are determined by actuarial valuation done by an independent actuary using projected unit credit method as at March 31 each year. Actuarial gains and losses in respect of post employment and other long-term benefits are charged to the Profit and Loss Account.

f) Income Tax Income-tax expense comprise current tax (i.e. amount of tax for the period determined in accordance with the income-tax law), and deferred tax charge or credit (reflecting that tax effects of timing differences between accounting income and taxable income for the period). The deferred tax charge or credit and the corresponding deferred tax liabilities or assets are recognized using the tax rates and tax laws that have been enacted or substantively enacted by the balance sheet date. Deferred tax assets are recognized only to the extent there is a reasonable certainty that the assets can be realized in future; however, where there is unabsorbed depreciation or carried forward loss under taxation laws, deferred tax assets are recognized only if there is a virtual certainty of realization of such assets. Deferred tax assets are reviewed as at the balance sheet date and written down or written up to reflect the amount that is reasonably / virtually certain (as the case may be) to be realized. Current tax and deferred tax assets and liabilities are offset to the extent to which the Company has a legally enforceable right to set off and they relate to taxes on income levied by the same governing taxation laws.

g) Earnings per share Basic earnings per share is computed by dividing net profit or loss for the period attributable to equity shareholders by the weighted average number of shares outstanding during the year. Diluted earnings per share amounts are computed after adjusting the effects of all dilutive potential equity shares. The number of shares used in computing diluted earnings per share comprises the weighted average number of shares considered for deriving basic earnings per share, and also the weighted average number of equity shares, which could have been issued on the conversion of all dilutive potential shares. The diluted potential equity shares are adjusted for the proceeds receivable, had the shares been actually issued at fair value (i.e. the average market value of the outstanding shares). Dilutive potential equity shares are deemed converted as of the beginning of the period, unless issued at a later date.

h) Cash flow statements Cash flows are reported using the indirect method, whereby profit before tax is adjusted for the effects of transactions of a non-cash nature and any deferrals or accruals of past or future cash receipts or payments. The cash flows from regular revenue generating, financing and investing activities of the Company are segregated. Cash flows in foreign currencies are accounted at average monthly exchange rates that approximate the actual rates of exchange prevailing at the dates of the transactions.

i) Provisions, contingent liabilities and contingent assets The Company creates a provision when there is present obligation as a result of past event that probably requires an outflow of resources and a reliable estimate can be made of the amount of the obligation. A disclosure for a contingent liability is made when there is a possible obligation or a present obligation that may, but probably will not, require an outflow of resources. Where there is a possible obligation or a present obligation in respect of which the likelihood of outflow of resources is remote, no provision or disclosure is made. Contingent assets are neither recognised nor disclosed in the financial statements.

j) Investments Long-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 lower of cost and fair value.

30


NOTE 3 SHARE CAPITAL

Particulars As at 31-03-2019 As at 31-03-2018

Rs. Rs.(a) AUTHORISED:

5 Lakhs Cummulative Redeemable Pref.Shares of Rs. 100 each 50,000,000 50,000,000

50 Lakhs Equity Shares of Rs.10 each 50,000,000 50,000,000

100,000,000 100,000,000

(b) ISSUED, SUBSCRIBED AND PAID UP

42,78,000 Equity Shares of Rs.10 each 42,780,000 42,780,000

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

(d) Reconciliation of Shares

Particulars31.03.2019 31.03.2018

No. of Shares Amount No. of Shares Amount Opening Share Capital 4,278,000 42,780,000 4,278,000 42,780,000

Add: Shares issued During the year - - - -

Add:Rights/ Bonus Shares Issued - - - -

Total 4,278,000 42,780,000 4,278,000 42,780,000

Less: 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

Particulars 31.03.2019 31.03.2018 Name of Shareholders Number of Percentage Number of Percentage

Shares holding Shares holding

Rekha M Jain, Chennai 91,740 2.14% 1,000,200 23.38%

Bhavika M Jain, Chennai 1,195,312 27.94% 1,205,212 28.17%

Khusbu Mohan Kumar Jain, Chennai 1,000,000 23.38% 1,000,000 23.38%

Subtotal 2,287,052 53.46% 3,205,412 74.93%Total no.of shares of the Company 4,278,000 100% 4,278,000 100%

NOTE 4 RESERVES AND SURPLUS

a) Capital Reserve

Sl. No. Particulars As at 31.03.2019 As at 31.03.2018 1 Balance as at the beginning of the year 395,998 395,998

2 Add : Transfer from statement of Profit & Loss Account - -

Subtotal 395,998 395,998

3 Less : Amount utilized - -

4 Balance as at the end of the year 395,998 395,998

(f) Shares held by holding company and Subsidiary of Holding Company : Nil

31


b) Capital Redemption Reserve

Sl. No. Particulars As at 31.03.2019 As at 31.03.2018 1 Balance as at the beginning of the year 10,000,000 10,000,000


Subtotal 10,000,000 10,000,000


Balance as at the end of the year 10,000,000 10,000,000

c) Securities Reserve



Subtotal 29,800,948 29,800,948



d) Special Reserve under section 45-IC of Reserve Bank of India Act, 1934


2 Add : Transfer from statement of Profit & Loss Account 873,977 566,748

Subtotal 45,883,795 45,009,818



Sl. No. SUMMARY OF RESERVES AND SURPLUS As at 31.03.2019 As at 31.03.2018

1 Profit Brought Forward 2,321,873 54,882

2 Add: Profit / (Loss) For the Year 4,369,884 2,833,739

3 Balance available for appropriation (1+2) 6,691,757 2,888,621

Appropriations :

4 Transfer to Special Reserve U/s 45-IC 873,977 566,748

5 Amount appropriated during the year 873,977 566,748

6 Balance as at the end of the Year 5,817,780 2,321,873

Total Reserves and Surplus 91,898,521 87,528,637

NOTE 5 SHORT TERM BORROWINGS

AGM Deposits from Directors - 100,000

- 100,000

NOTE 6 OTHER CURRENT LIABILITIES

Outstanding Liabilities - Expenses 201,370 386,182

TDS Payable 102,316 67,733

Income received in advance 170,000 -

473,686 453,915

32


NOTE 7 SHORT TERM PROVISIONS

Provision for Income Tax Opening Tax (213,393) (719,999)

Add: Current Year Tax Provision 1,981,690 982,744

Add: Refund Received 20,130

1,788,427 262,745

Less: Advance Tax 700,000 -

Less: TDS 320,010 476,138

768,417 (213,393)

NOTE 8 FIXED ASSETS STATEMENT

Description

Gross Block (Cost) Depreciation Net Block(Cost) As at

1st April2018

Addition Dispos-al

As at 31st

March2019

As at 31st

March2018

For the Year Disposal

As at 31st

March2019

As at 31st

March2019

As at 31st

March2018

(i) Tangible assets

Computer - 31,640 - 31,640 - 7,350 - 7,350 24,290 -

Furniture - 63,692 - 63,692 - 3,546 - 3,546 60,146 -

UPS - 2,500 - 2,500 - 277 - 277 2,223 -

Fan - 4,250 - 4,250 - 362 - 362 3,888 -

- 102,082 - 102,082 - 11,535 - 11,535 90,547 - (ii) Intangible assets

Tally Software - 20,300 - 20,300 - 2,140 - 2,140 18,160 -

- 20,300 - 20,300 - 2,140 - 2,140 18,160 -

Current Year Total - 122,382 - 122,382 - 13,675 - 13,675 108,707 - Previous Year Total - - - - - - - - - -

NOTE 9 LONG TERM LOANS & ADVANCES

Sales Tax Receivable - 1,877,416

- 1,877,416

NOTE 10 CASH AND CASH EQUIVALENTS

(a) Cash in Hand

Cash 7,500 634,668

(b) Bank Balance

State Bank of India - 64029272535 - 9,239,757

United Bank of India - 0286050028225 - 9,063

Karur Vysya Bank - 1219115000001242 28,322,175 5,914,543

28,329,675 15,798,031

33


NOTE 11 SHORT TERM LOANS AND ADVANCES

Inter Corporate Deposits 60,308,088 67,190,783

Loans to others 46,034,154 45,782,929

106,342,242 112,973,712

NOTE 12 OTHER CURRENT ASSETS

Rental Advance 140,000 -

Others 1,000,000 -

1,140,000 -

NOTE 13 FINANCE INCOME

Interest Received

- Loan Debtors 4,528,645 400,783

- Bank Deposits - 3,393,414

- Inter Corporate Deposits 6,044,206 602,381

10,572,851 4,396,578 Other Financial Services Service Charges - Business Auxillary Services - 898,113

- 898,113 Dividend income 1,766,184

Bad Debts Recovered - 250,000

Net Gain on Sale of Investment - 3,519,436

- 5,535,620 10,572,851 10,830,311

NOTE 14 OTHER INCOMES

Brokerage Earned - 147

- 147

NOTE 15 EMPLOYEE BENEFITS EXPENSES

Salary, Bonus & Other Allowances 995,000 3,393,723

EDLI - 1,000

Provident Fund - 90,504

Pension Fund - 15,000

Superannuation - 125,100

Gratuity - 141,926

Other Fund - 175,002

Staff Welfare 72,366 34,752

1,067,366 3,977,007

NOTE 16 FINANCIAL CHARGES

Bank Charges - 3,195

Interest on TDS 1,562

1,562 3,195

34


NOTE 17 OTHER EXPENSES

Advertisement 44,415 503,556

Audit Remuneration - Statutory Audit 88,500 90,000

Audit - Expense Reimbursement - 15,000

Audit Remuneration - Internal Audit 121,750 53,750

Books & Periodicals - 12,000

Brokerage & Commission 1,006,000 -

Demat Expenses - 32,061

LIC Superannuation Scheme - 125,100

Legal Expenses 59,632 1,182,249

Listing Fees 364,620 262,082

Meeting expenses 150,050

Miscellaneous Exp 368,658 171,114

Excess Interest Reversed - 74,906

Power & Fuel 125,200 -

Postage, Telegram, & Telex Charges 128,186 121,236

Printing & Stationery 85,355 128,795

Professional Tax - 1,000

Rates & Taxes 17,700 97,120

Rent 66,080 -

Round off (59) (791)

Subscription to Institutions 70,800 12,500

Tea & coffee Expenses 178,991 78,095

Telephone Expenses 12,456

Travelling, Conveyance & Vehicle Maintenance 262,796 61,544

3,138,674 3,033,773

NOTE 18 : Contingent Liabilities And Commitmentsi) Contingent Liabilites Claims against the company not acknowledged as debts 748,080 748,080 ii) Commitments: Estimated amount of contracts remaining to be executed on capital account and not provided for - -

NOTE 19 : Segment reportingThe Company is engaged in only one business of Financial Activities. Accordingly there are no separate reportable segments according to AS 17 ‘Segment Reporting’ issued under the Companies (Accounting Standards) Rules, 2006.

NOTE 20 : Related Party Transactionsa) Names of related parties and nature of relationship are as follows: Nil Nil b) Details of related party transactions Nil Nil

NOTE 21 : Earnings in Foreign Currency Nil Nil

NOTE 22 : Expenditure in Foreign Currency Nil Nil

NOTE 23 : Micro, Small and Medium Enterprises Development Act, 2006The management has identified enterprises which have provided goods and services to the Company and which qualify under the definition of micro and small enterprises, as defined under Micro, Small and Medium Enterprises Development Act, 2006. Accordingly, the disclosure in respect of the amount payable to such enterprises as at 31 March, 2019 has been made in the financial statements based on information received and available with the Company, to the extent identified by the management and relied upon by the auditors. The details of overdue amount and interest payable are set out below.

(i) a) Principal amount remaining unpaid to any supplier as at the end of the year. b) Interest due on the above amount - -

(ii) Amount of interest paid in terms of Section 16 of the Micro, Small and Medium Enterprises Act,2006 and amounts of payment made to the sup- pliers beyond the appointed day during the year.

- -

35


(iii) Amount of interest due and payable for the period of delay in making payment but without adding the interest specified under this Act. - -

(iv) Amount of interest accrued and remaining unpaid at the end of the year. - -

(v) Amount of further interest remaining due and payable even in the suc-ceeding years, until such date when the interest dues as above are actually paid to the small enterprises.

- -

NOTE 24 : Retirement benefitsGratuity PlanBased on actuarial valuation necessary provision has been created in the books to meet the liability as per Accounting Standard 15 (Revised 2005)The following table sets out the status of the gratuity plan as required under AS 15 (Revised 2005). Reconciliation of opening and closing balances of the present value of the defined benefit obligation.

Change in projected benefit obligation Year ended 31-Mar-19

Year ended 31-Mar-18

Projected benefit obligations at the beginning of the year - 1,702,490

Service cost - -

Interest cost - -

Benefits settled - (1,702,490)

Actuarial (gain) / loss - -

Projected benefit obligations at the end of the year - -

The components of net gratuity costs are reflected below:

Components of net gratuity costs Year ended 31-Mar-19


Service cost - -

Interest cost - -

Expected returns on plan assets - -

Recognized net actuarial (gain) / loss - -

Net gratuity costs - -

Financial Assumptions at Balance sheet date:Discount rate 0.00% 7.80%

Long term rate of compensation increase 0.00% 10.00%

Estimated rate of return on plan assets Does not arise Does not arise

Particulars Year ended 31-Mar-19


Change in plan assetsFair value of plan assets at the beginning of the year - -

Expected return on plan assets - -

Actuarial (gain) / loss - -

Employer contributions - -

Benefits settled - -

Fair value of plan assets at the end of the year - -

Reconciliation of present value of obligation on the fair value of plan assetsPresent value of projected benefits at the end of the year - -

Funded status of the plan - -

Funded status amount of liability recognized in the balance sheet - -

36


NOTE 25 : Previous years figures have been regrouped/rearranged wherever necessary.

Annexure to Notes on Financial Statements for the year ended 31st March 2019Notes on Accounting Policies/ Compliance of Accounting Standards prescribed by

The Institute of Chartered Accountants of India

AS 1 Disclosure of accounting policies The Company is following accrual basis of accounting for both income and expenses.AS 2 Valuation of Inventories The Company has no Inventory. Hence this standard is not applicable.AS 3 Cash flow statements The Cash Flow Statement has been prepared under indirect method and the same is attached.AS 4 Contingencies and Events occurring after the balance sheet date There are no events occurring after the Balance Sheet Date that require adjustment or disclosure.AS 5 Net Profit or loss for the period, prior period items and changes in accounting policies There are no prior period items. There are no changes in the accounting policies of the Company from the previous year.AS 6 Depreciation Accounting This standard has been omitted with effect from 30th March 2016.AS 7 Accounting for Construction Contracts The above standard is not applicable to the Company, as it is not engaged in the business of construction.AS 8 Accounting for Research and Development This standard has been withdrawn with effect from 1st April 2003.AS 9 Revenue Recognition Interest income is recognized using the time proportion method based on the rates implicit in the transaction.AS10 Property, Plant & Equipment. The Company has not invested in property, plant or machinery.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 GovernmentAS13 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 Please refer to Note No. 15 of Notes to Financial statementsAS16 Borrowing Cost There is no borrowing cost attributable to qualifying assets.AS17 Segment Reporting The Company is engaged in business of financing and accordingly there are no separate reportable segments.AS18 Related party disclosures Please refer to Note No. 20 of Notes to Financial Statements.AS19 Account for Leases The Company has not given or taken any assets on lease during the year.AS20 Earnings per share (EPS) Basic earnings per share are disclosed in the Statement of Profit and Loss. There is no diluted earnings per share as there are no dilutive potential equity shares.

AS21 Consolidated financial statements This Standard is not applicable to the Company.

Particulars 2018-2019 2017-2018

Basic / Diluted EPS before considering Extra-ordinary items (Rs.)Basic / Diluted EPS after considering Extra-ordinary items (Rs.)Weighted average number of sharesFace Value per share (fully Paid up)

1.021.02

42,78,000Rs. 10/-

0.660.66

42,78,000Rs. 10/-

For and on behalf of the Board As per Report attached of even date For Upasana Finance Limited For M/s. Kalyanasundaram & Co. Chartered Accountants -SD- -SD- -SD- -SD- -SD- Bhavika M Jain Khusbhu M Jain Vikash Mahipal Monika Kedia B. Kalyanasundaram, F.C.A, Director Director CEO & CFO Company Secretary Partner DIN: 07704015 DIN: 07704023 Membership No. 011453 Place: Chennai. Date : 30th May 2019

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AS22 Accounting for taxes on Income Provision for Income Tax is made as per the provisions of Income Tax Act, 1961. The Company has Deferred Tax Asset. But following prudence, we have not accounted for the asset.AS23 Accounting for Investments in associates This Standard is not applicable to the Company as the Company has no Associate.AS24 Discontinuing Operations The 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 and measurement principles as laid down in the Standard are followed with respect to such results. Quarterly financial results are also subjected to a limited review by the Auditors as required by SEBI.AS26 Accounting for Intangible Assets The Company has acquired an accounting software under its intangible assets.AS27 Financial Reporting of Interests in Joint Ventures The Company has no Joint Ventures.AS28 Impairment of Assets The Company has no impaired assets.AS29 Provisions, Contingent Liabilities and Contingent Assets Liabilities Disputed and Not provided for

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

IND AS Applicability As the Company is a Non-Banking Financial Company, the implementation of IND AS are not applicable for the current year.

Particulars As at 31-03-2019Rs.

As at 31-03-2018Rs.

(i) Income Tax Rs. 7,48,080 Rs. 7,48,080

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Form No. MGT-11Proxy form

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

Name of the Member(s):Registered address:

E-mail ID:Folio No’/Client ID & DP. ID:

l/We, being the Member(s) of .......shares of the above named Company, hereby appoint

1. Name: __________________________ Address: ___________________________

Email ID: __________________________ Signature: _________, or failing him

2. Name: __________________________ Address: ___________________________

Email ID: __________________________ Signature: _________, or failing him

3. Name: __________________________ Address: ___________________________

Email ID: __________________________ Signature: _________

as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the 34th Annual General Meeting of the company, to be held on Monday, the 30th day of September 2019 at 3.30 p.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 are indicated below:

Signed this ........ day of September 2019Signature of shareholder Signature of Proxy holder(s)

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

Resolution No Resolutions

1 Adoption of financial statements together with the board’s report and auditor’s report thereon for the financial year ended 31st March, 2019

2 Re-appointment of Ms. Khushbu Mohan Kumar Jain, director retiring by rotation

3 Re-appointment of Ms. Bhavika M Jain, director retiring by rotation

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UPASANA FINANCE LIMITEDCIN: L65191TN1985PLC011503

Sapna Trade Centre, 10th Floor, 10B/2, No. 109, P.H Road, Chennai – 600 084

Tel: 9600030346, e-mail: [email protected]

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

I/We hereby record my/our presence at the 34th ANNUAL GENERAL MEETING on Monday the 30th day of September 2019 at 3.30 pm at YMCA Madras youth Centre, No. 6/74, Ritherdon Road, Vepery, Chennai 600 007.

…………………………………………… ………………………………………………… ………………………………….Member’s Folio / DP 1D-Client 1D No. Member’s / Proxy’s Name in Block Letters Member’s / Proxy’s Signature

Note:

1. Shareholders / Proxies wishing to attend the meeting MUST bring the Attendance Slip to the meeting and handover at the entrance duly signed.

2. Electronic copy of the Annual Report for 2018-19 and Notice of the Annual General Meeting (AGM) along with Attendance Slip and Proxy Form is being sent to all the members whose email address is registered with the Company / Depository Participant unless any member has requested for a hard copy of the same. Members receiving Electronic Copy and attending the AGM can print copy of this Attendance Slip.

3. Physical copy of the Annual Report for 2018-19 and Notice of the Annual General Meeting (AGM) along with Attendance Slip and Proxy Form is sent in the permitted mode(s) to all members whose e-mail lD is not registered or have requested for a hard copy.…………………………………………………………………………………………………………………………………………………........

ELECTRONIC VOTING PARTICULARS

Note: During the e-voting period, members of the Company holding shares as on the record date may cast their votes electronically. The record date for the purpose of e-voting is 23RD September 2019.

34TH ANNUAL GENERAL MEETING

EVEN (E-Voting Event Number) USER ID PASSWORD / PIN

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ROUTE MAP TO 34th ANNUAL GENERAL MEETING VENUE

UPASANA FINANCE LIMITED, CHENNAI – 600 084 45

ROUTE MAP TO 34th ANNUAL GENERAL MEETING VENUE

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UPASANA FINANCE LIMITED RegdOff:SapnaTradeCentre, io

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