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Content

6thANNUALREPORT2018-19

1. Corporate Information Pg. 3

2. Gosree Story Pg. 4

3. BriefprofileoftheBoard& Management Pg. 6

4. Our Journey So Far Pg. 10

5. NoticeofAGMandDirectors’report Pg. 13

6. Directors'Reportfortheyear2018-19 Pg.20

7. ReportontheAuditofthe StandaloneFinancialStatements Pg.62

8. BalanceSheet Pg.68

9. ReportontheAuditofthe ConsolidatedFinancialStatements Pg.89

10. ConsolidatedBalanceSheet Pg.93

11. ReportontheStandaloneFinancialStatements Gosree Insurance Broking Pvt Ltd Pg. 113

12. BalanceSheet(Gosree Insurance Broking Pvt Ltd) Pg.119

13. ReportontheStandaloneFinancialStatements Gosreeinvestments & Risks Pvt Ltd Pg.128

14. BalanceSheet(Gosreeinvestments & Risks Pvt Ltd) Pg. 134

Inauguration of new corporate office on 26th November 2018

In a function held at our new corporate office, adjacent to Oberron Mall, NH Byepass, Sri. Mohanachandran Nair, (Prasanthi Group, Kollam), the main promoter of the Company lighted the lamp followed by Sri. Sidharth Ram (Leo Group), M.G. Menon (Mampillikalam Group), Mrs. Chandrika Devi (formerly of RBI), CA Vishnu Prasad, Chandra Mohana Prasad Directors of the Company and Sri. G. Sreeram (Former MD of Dhanlakmi Bank). Sri. P.G. Jayakumar MD & CEO welcomed the gathering and Sri. T. S. Jagadeesan, MD proposed Vote of Thanks.

Sri. Sambu Namboodiri (Associated Chemicals), Sri. Ranganathan (Finance Director, Eastern Group), CA Venugopal (Auditor of the Company M/S Krishnamoorthy & Krishnamoorthy) and the management & staff, customers and well-wishers of the Company were present.

Annual Report 2018-19

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Board of Directors1. GopalanKutty Menon Director & Chairman of the board2. Jayakumar. P.G Managing Director & CEO3. T.S. Jagadeesan Managing Director4. T.S. Anantharaman Director5. R.K. Bhoodes Director6. P. Chandrika Devi Director7. Sidharth Ram Director8. N. Govindan Director9. Sriraag Subramonian Director10. Chandra Mohana Prasad Independent Director11. Vishnu Prasad B Menon Independent Director

Company Secretary1. Sripriya M Shenoy

General Managers1. G.S. Ajith Prasad- General Manager & CFO2. Ranjith T. K.- General Manager & Business Head

Other Executives1. Sumeet C Menon- Asst. General manager2. Gopakumar K- Chief Operating Officer3. V Hariharan- Chief Credit Officer

Statutory AuditorsM/s Krishnamoorthy & KrishnmoorthyChartered Accountants, 39/3217, Paliam Road, Ernakulam, Kerala –682016

Banks1. Federal Bank2. Lakshmi Vilas Bank3. AU Small Finance Bank4. State Bank of india5. HDFC Bank6. ICICI Bank7. South Indian Bank

Registrar & Transfer AgentsIntegrated Registry Management Services Pvt Ltd2nd Floor, Kences TowersNo. 1 Ramakrishna Street,North Usman RoadT Nagar, Chennai - 600 017.

Debenture TrusteeGeorge Joseph37/2038, Muttathil LaneKadavanthraCochin - 682020

Registered OfficeGosree Finance Limited41/889-A3, Moopen Complex, NH Bypass Service Road, Padivattom, Edappally, KOCHI – 682024

CORPORATE INFORMATION

This document contains certain forward-looking statements, which are purely based on assessment of current economic, financial, social and political factors and environment by the Management of Gosree Finance. These factors are subject to change and would have significant impact on the outcome. Hence, this document should not be construed as an offer or recommendation to buy or sell any securities or products of the Company.

Disclaimer

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Kerala the ‘Gods own country’ is the home for several successful scheduled commercial banks, NBFC’s and other organised/unorganized financial institutions. Many of the NBFCs which had humble beginning decades back grew in geometrical progression and spread their wings across the country offering a slew of unique products and services to the people. All of them have grown to significant scale justifying the confidence reposed in them by their stake holders.

It was in this background that Gosree Finance Limited was established in Cochin, the prehistoric city which hosted and accepted the Jews and Arabs and the western world as their trading partners.

Gosree Finance was promoted by professionals from the banking industry, Development bank, premier regulatory organization, Chartered Accountant fraternity and the persons of high repute and integrity from the business community. They identified unmet credit needs of MSME segment and hoped to meet through the setting up of Gosree Finance. Despite priority sector lending requirements and verticals focused on MSME, micro finance etc, Indian banks have largely been unable to meet the credit needs of the micro SME segment, due to various reasons. The resource crunch experienced by the micro SME segment has prompted these businesses to go to informal and private sources of credit from usurious lenders and this has severely hampered the growth of the micro SME business in India.

At the same time, several Government initiatives like direct credit of Govt assistance to the accounts of beneficiaries, Ambitious programme of direct assistance to small and marginal farmers, Special focus on MSME sector which add to 40% of GDP and is the largest employer in the unorganised sector, thrust on PM Awas Yojana, large investments in Infrastructure planned, Skill India programme etc are all expected to put money into the economy and to spur the economic activities. It will increase the purchasing power of the large segment of the common man also, which in turn will increase savings and investment. It is expected that the renewed vigour introduced in the financial sector will take our country to the USD 5 trillion economy, as planned.

Company commenced business formally in the month of June 2015 after getting NBFC license from RBI on 28.01.2015,

and started regular lending activity in December 2015 and is a continuously profit making Company. It has presently a LOAN book of Rs. 66.00 crores. It has set up a wide DSA network to source loan proposals and has at present 5 branches; it has laid out detailed plans to expand its foot prints in the states of Kerala, Tamil Nadu and Karnataka within the next three years – Targeting around 40 branches.

The Company has put in Centralised loan sanction, disbursal, documentation and collection mechanism to build efficiency of operations. Currently the Company has launched a product “SME Micro Loans” with individual loans ranging from 1 to 5 lakhs to cater to the needs of smaller category of SME segment with attractive inbuilt features. The Company is also focussing on medium SME segment to build its asset portfolio, which assets are mostly backed by mortgage of commercial/residential/urban property.

The Company is working in a fully computerised environment – Loan Origination System to be introduced.

The Company could get BBB- rating for its borrowing programme in the second year of operations itself, which was renewed last FY

Company is following sound principles of financial management and corporate governance standards and regulatory compliances in its journey to grow as a responsible all India financial institution tapping the huge opportunities available in the fastest growing economy

It’s a good People’s Organisation – believes in attracting, training, nurturing, retaining , rewarding and satisfying growth aspirations of its employees

Building a team of young professionals to take the company’s fortunes forward, as part of Management succession plan

Launched two subsidiaries (1) M/s.Gosree Insurance Broking Services Pvt Ltd, to do the Insurance Broking and Financial Services and (2) M/s.Gosree Investments and Risk Services Pvt Ltd, to render Insurance Advisory and wealth Management services. Also plan to diversify to Affordable Housing Finance and Micro Finance segments, going forward.

THE GOSREE STORY


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MissionTo Protect interests of all stakeholders by delivery of excellent customer service through unique and transparent financial prod-ucts and solutions, by developing human resources through recognition, motivation and reward to the employees, by optimizing the returns to the shareholders and enhancing shareholder value and by giving back to the Society through value creation, enforce-ment of sustainable practices, respect to individuals and communities etc

VisionTo become Trusted partner for progress providing easy and quick access to finance.

Key StrengthsEfficiency of OperationThe Company follows time tested procedures formulated by veteran Bankers and personnel from reputed financial institutions, regulatory body, and the industry, fine-tuned to the present needs.

Products are introduced after extensive study by the experts in the segment which is the core strength of the company. We have robust credit monitoring and credit collection team in the field, working with the customers. All feedback will be through online process.

Company is having good technology back up and legal support system to effectively manage the portfolio. We are continuously working to improve our Turnaround time to satisfy the customer needs. A strong balance sheet over the years is our goal. Plans to invest in emerging technology and process to enhance efficiency of operations. Also Company has plans to forey its operations in fintech domain.

Human ResourcesA good people organization. We attract, train nurture and retain the talent to enhance the efficiency of the company. Participation and involvement of employee will be ensured by their improvement and providing them a part of the fruits of their contribution. Efforts are made to induce energy, enthusiasm and excitement about the organization.

The goals of the company are aligned to the aspiration and progress of the employees. Company is in the process of instituting appropriate reward programmes for employees

Corporate GovernanceTo ensure strict compliance of regulatory norms and to safeguard the ethical values, Corporate Governance Policies are put in place with best practices as basic to this structure. It covers the entire activities of the company.

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Brief profile ofthe Board & Management

Mr. Jayakumar P. G., Managing Director & CEO of the company, holds Bachelor Degree of Science and CAIIB to his qualification.

He has over 38 years of vast experience in the field of Banking, Finance, Capital Market and Business Administration. Prior to Joining the company, he has held the positions of Executive Director and Managing director of Dhanlaxmi Bank at a critical juncture in its history and has been instrumental in putting the Dhanlaxmi Bank back to its glory. He also belongs to the promoter group of the company and is associated with the company since 7th April, 2015. He was appointed as Managing Director of the company on 19th November, 2015.

Mr. T.S. Jagadeesan,Managing Director of the company, holds BSc, LL.B, CAIIB to his qualification.

He Served Federal Bank for 42 years in various capacities and has 42 years of vast experience in the field of Banking, Finance, Capital Market and Business Administration Prior to Joining the company, he Retired as CGM of the Federal Bank and has handled Credit, Treasury, Planning, HR, IT, Operations etc; played a pivotal role in the transformational journey of the Bank; could take major role in forming and running NBFC subsidiary and Life Insurance JV. He also served as Managing Director of KPB Nidhi Ltd, headquartered in Aluva, Kerala. Being one of the promoters of the company he is associated with the company right from its inception and has been instrumental in moulding the company. He was appointed as Managing Director on 04.11.2017.

Mr.GopalankuttyMenon,Promoter and Director of the company, holds I.T.E. Graduation to his Qualification.

He is also the founding member of Mamballikalam Group of Firms, one of the leading manufacturers and distributors of leading Consumer products and Merchant exporters for food grains and Ayurvedic Medicines. He is also associated with Nous Infosystems Pvt Ltd, one of the well-known IT Companies in India and abroad. He has also served Department of Telecom in various positions. He is one of the First directors of the company and is associated with the company right from its inception. He is Chairman of the Board


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Dr. R.K. Bhoodes, Promoter and Director of the company, holds Btech (Mechanical) and MBA (Marketing) to his qualification.

He is also the Managing Partner of M/s. Kairali Exports, one of the leading Cashew Exporting Firms, Managing Director of Asia Commodities LLC, Dubai, a Dubai based Commodity Dealing LLC, the Chairman of Federation of Indian Cashew Industry and Chairman of Cashew Export Promotion Council of India. He is associated with the company right from its inception and he was appointed as a director of the company on 20th June, 2015.

Ms.P.ChandrikaDevi,Promoter and Director of the company, holds a Master’s Degree in Maths to her qualification.

Retired as Assistant General Manager of Reserve Bank of India, she has over 38 years of experience in the regulatory role of Banking, Finance and Administration. She is one of the First directors of the company and is associated with the company right from its inception.

Mr. T.S. Anantharaman, holds B.Com, FCA to his qualification.

He is currently (i) Investment consultant with 30+ years of experience in the Indian capital markets

and banking(ii) Vice Chairman, Leo Pharma Group of Companies, Thrissur & Kochi, (iii) Director of Thrissur Heart Hospital Ltd, MobMe Wireless Ltd, Kochi, Poly Clinic

Pvt Ltd, Thrissur and Crosbor Luxurate Pvt Ltd, Bangalore (iv) Member, Academic Council of St. Thomas College (Autonomous), Thrissur

• Formerly Chairman, Catholic Syrian Bank Ltd, and member of the Board of

Directors (2009-2016)• Founder, Chairman and Managing Director, Peninsular Capital Market Group of Companies - Member of NSE, BSE, MCX, NCDEX, Dubai Gold and Commodities Exchange, and Depository Participant with NSDL and CDSL • Vice President, Cochin Stock Exchange • Director of several listed companies including Manappuram Finance Ltd, Eastern Threads Ltd, Motilal Oswal Financial Services Ltd, and SreeSakthi Paper Mills Ltd • United Nations expert with International Labour Office, Switzerland • Head of the Department of Accountancy and Management Studies, University of Botswana

• Won Lifetime Achievement Award from School of Management Studies, University of Calicut, and Thrissur Management Association • Management Excellence Award from Surya TV, Thrissur Pouravali, and Chamber of Commerce of Thrissur

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Mr.ChandraMohanaPrasad,Independent Director of the company, holds a Master's Degree in English Literature and LLB Degree to his Qualification.

Retired as Deputy General Manager of Dhanlaxmi Bank, he has over 31 years of experience in the fields of Banking, Finance and Administration. Currently, he is also practicing as a lawyer in the Honourable High Court of Kerala. He was appointed as a director of the company on 21st June, 2015

Mr.SidharthRam, Director of the company, holds ACMA and CGMA to his qualification.

He is also the Managing Director of Gemini Warehousing and Logistics Private Limited and Leo Supply Chain Management Private Limited. He is also a Director in the following companies namely Taurus Properties Private Limited, Ram Nivas Resorts and Estates Private Limited, Sloka Developers Private Limited

Mr.N.Govindan,Director of the company, is a successful Business man of high integrity with brilliant Business acumen, Social Relations and with a vast experience in the fields of Business Administration and Finance. He is also the Partner of M/s. Jayalakshmi and Director of Jayalakshmi Silks Private Limited belonging to the “Jayalakshmi Group”, one of the leading textile names in the country for the past 90 years, head quartered in Kochi and having several branches across Kerala. He was appointed as Additional Director of the company on 12.3.2016 and regularised as Director


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Mr. Sriraag Subramonian, Director of the company, holds B.Tech and MBA to his qualification

is a business man with Brilliant business acumen. He has been appointed as the Additional Director of the company on 10.12.2016 and was regularised as Director of the Company. His vast experience, social relationships, stature and reputation as business man of high integrity can fetch the company huge value and esteem. He is a part of Prasanthi group (Cashew Exporters) of Kollam having annual turn over of Rs 600 Cr

Mr.VishnuPrasadBMenon, hailing from Aluva, holds BSc and FCA to his qualification

and he is a Practicing Chartered Accountant by profession. He also holds Directorships in various other companies and is currently the Managing Partner of M/s. BALAN & Co., Chartered Accountants, a reputed Auditing and Management Consultancy firm. He was appointed as Independent Director w.e.f 24.07.2018.

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OUR JOURNEY SO FAR

Incorporated by professionals from the banking system, ex-RBI, CAs and successful businessmen and senior professionals in the Capital market and IT field

Secured regulatory approval to commence business in February 2015 and started its operations in July 2015

Mr. P. G. Jayakumar, former MD & CEO of Dhanlaxmi Bank and part of the Gosree promoter group, formally takes over as the MD & CEO of the company

Today20182017201520142013DecH1Dec


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Today20182017201520142013DecH1Dec

The Company’s net worth grew to INR 30 Crores by 31.03.2017 through infusion of capital

The loan book size has reached ~INR 58Cr as on Mar 2018 and net work INR ~34.50Cr.

Along with plans for raising capital, substantial increase in NCDs and borrowings is envisaged aiming at ambitious growth in AUM

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insurance companies.

CorporateRiskSolutions Motor Insurance HealthInsurance Life Insurance

Gosree Insurance Broking Services Private Limited

41/889-A3, Moopen Complex, N.H.Bye pass, Service RoadPadivattom, Edappally PO, Kochi-682024, Kerala, India

Tel: 0484 4300160, 0484 4300161, Email: [email protected] Direct Broker (Life & General) License No. 587 Valid till: 19/Mar/2020


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Email: [email protected]

www.gosreefinance.com

41/889-A3,Moopen Complex, NH Bypass Service Road, Padivattom, Edappally KOCHI - 682024, Phone: +91 484 2803854

1 | P a g e Registered Address: 41/889-A3, Moopen Complex, NH Bypass Service Road, Padivattom, Edappally, Kochi - 682024, Phone: +91 484 2803854;

CIN: U65990KL2013PLC035734;

NOTICE

NOTICE IS HEREBY GIVEN THAT THE 6TH ANNUAL GENERAL MEETING OF THE MEMBERS OF GOSREE FINANCE LIMITED (CIN:U65990KL2013PLC035734) WILL BE HELD ON WEDNESDAY THE 07TH DAY OF AUGUST 2019 AT 11.00 A.M AT KALLAYI HALL, 1ST FLOOR, HOLIDAY INN, CHAKKARAPARAMBU JUNCTION, NATIONAL HIGHWAY BYPASS, VENNALA, KOCHI, KERALA 682028 TO TRANSACT THE FOLLOWING BUSINESS:

ORDINARY BUSINESS:

Item No. 1: Adoption Of Financial Statements. To consider and adopt the Audited financial statements (including the consolidated financial statements) of the Company for the financial year ended March 31, 2019 and the reports of the Board of Directors (‘the Board’) and auditors thereon. Item No. 2: Declaration Of Dividend.

To declare a final dividend of ₹0.60 (Rupees Sixty Paisa Only) per equity share of face value ₹10 each.

Item No. 3: Re-Appointment Of Mr. Sriraag Subramonian:

To appoint a Director in place of Mr. Sriraag Subramonian, having DIN: 07628963, who retires by rotation in compliance with the provisions of Section 152 of the Companies Act, 2013 and being eligible, offers himself for reappointment.

Item No. 4: Re-Appointment Of Mrs. Chandrika Devi:

To appoint a Director in place of Mrs. Chandrika Devi, having DIN: 06593209, who retires by rotation in compliance with the provisions of Section 152 of the Companies Act, 2013 and being eligible, offers herself for reappointment.

Item No. 5: Re-Appointment of Auditors:

As per the provisions of Section 139 of the Companies Act, 2013, the Shareholders at their Annual General Meeting held on June 20, 2015 approved the appointment of M/s Krishnamoorthy & Krishnmoorthy, Chartered Accountants, 39/3217, Paliam Road, Ernakulam, Kerala –

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CIN: U65990KL2013PLC035734;

682016, as Statutory Auditors for a period of 4 years commencing from the conclusion of the 2nd Annual General Meeting to the conclusion of the 6th Annual General Meeting. The term, therefore comes to a conclusion by the end of the ensuing AGM. As per Section 139 (2)(b) the auditor’s firm can be appointed for two terms of five consecutive years.

The Auditors have confirmed their eligibility to the effect that their appointment would be within the prescribed limits under the Companies Act, 2013 and that they are not disqualified for re-appointment.

Considering the above provision and on the satisfactory performance of the auditors, the Members are requested to consider and approve the appointment of Statutory Auditors of the Company M/s Krishnamoorthy & Krishnamoorthy to hold office for a period of Five years more until the conclusion of the 11th Annual General Meeting to be held in the year 2024, and to authorise the Board to fix their remuneration and to pass with or without modification(s), the following resolution as an Ordinary Resolution:

"RESOLVED THAT pursuant to Section 139 (2) (b), 142 and other applicable provisions if any, of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, as amended from time to time, and as per the recommendation of the Audit committee and the Board, M/s Krishnamoorthy & Krishnamoorthy, Chartered Accountants, (FRN.No:001488S) 39/3217, Paliam Road, Ernakulam, Kerala – 682016 be and are hereby re-appointed as the Statutory Auditors of the Company to hold office from the conclusion of this AGM till the conclusion of the 11th AGM of the Company to be held in the year 2024.”

Resolved further that the Board of Directors be and are hereby authorized to fix the remuneration payable to them as may be mutually agreed to and as recommended by the Audit Committee of the Board."


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CIN: U65990KL2013PLC035734;

SPECIAL BUSINESS

Item No.6: Appointment of Mr.T.S.Anantharaman as Director

To consider and, if thought fit, to pass with or without modification, the following resolution as Ordinary Resolution:

“RESOLVED THAT Mr. T.S.Anantharaman, DIN: 00480136, who was appointed as an Additional Director on the Board of Directors (‘Board’) of the Company with effect from 27th May, 2019, in terms of Section 161 of the Companies Act, 2013 and based on the recommendation of the Nomination and Remuneration Committee of the company, and who holds office up to the date of this Annual General Meeting, be and is hereby appointed as Director of the Company

Item No.7: Private Placement of Non-Convertible Debentures and/ or other debt securities:

To consider and, if thought fit, to pass with or without modification(s), the following resolution as Special Resolution:-

“RESOLVED THAT pursuant to the provisions of Sections 42, 71 of the Companies Act, 2013 (“the Act”), read with Rule 14 of Companies (Prospectus and Allotment of Securities) Rules, 2014 and other applicable provisions, if any, of the Act (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force) and in accordance with the provisions of the Memorandum and Articles of Association of the Company, RBI Notification No. DNBR (PD) CC No. 021/03.10.001/2014-15 dated 20th February, 2015, such other terms/requirements laid down by the Reserve Bank of India in this regard, and/or any other concerned statutory/regulatory authority, as may be necessary, and subject to the approval of the members in the ensuing Annual general Meeting, the consent of the Board be and is hereby accorded to the Board of Directors (hereinafter referred to as the ‘Board’ which term shall be deemed to include any Committee thereof) to create, offer, issue and allot Redeemable Secured/Unsecured Non-Convertible Debentures (the “NCDs”) and/or other Debt Securities in the aggregate amount of up to Rs. 30.00 crores (Rupees Thirty Crores Only), in one or more tranches on private placement basis , up to 06-08-2020 or till the date of AGM to be conducted in the year 2020, whichever is later, to the eligible investors within the overall borrowing limits of the Company on such terms and conditions as the Board may in its absolute discretion deem fit.”

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CIN: U65990KL2013PLC035734;

RESOLVED FURTHER THAT for the purpose of giving effect to this resolution, the Board/Committee be and is hereby authorized to appoint the Debenture Trustees, determine the terms of issue including the class of investors to whom the NCDs are to be issued, time, securities to be offered, the number of NCDs, tranches, issue price, tenor, interest rate, premium /discount and to sign all deeds, documents and writings and to pay any fees, remuneration, expenses relating thereto and for other related matters and with power on behalf of the Company to settle all questions, difficulties or doubts that may arise in this regard to such offer(s) or issue(s) or allotment(s) as it may, in its absolute discretion, deem fit.

RESOLVED FURTHER THAT the Board be and is hereby authorized to further delegate all or any of the powers in aforesaid matters to the Committee/officials of the Company, in such manners as the Board may in its absolute discretion deem fit.”

Date: 13-07-2019 By Order of the Board Place: Ernakulam For Gosree Finance Limited

Sd/-

Chairman


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CIN: U65990KL2013PLC035734;

NOTES

1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF AND SUCH A PROXY NEED NOT BE MEMBER OF THE COMPANY.

2. Members are requested to notify immediately any change in their Address to the Company.

3. An Explanatory Statement pursuant to Section 102 of the Companies Act, 2013, setting out all the material facts and reasons in relating to the Special Businesses to be transacted at the meeting is annexed hereto.

4. The Member/Proxies should bring their attendance slip, sent herewith, and duly filled in, for attending the meeting.

5. Proxy forms, in order to be effective, must be deposited at the Registered Office of the company, not later than 48 hours before the time fixed for the meeting.

6. Pursuant to section 103 of the Companies Act, 2013 at least five members should be personally present to form quorum for a meeting of the Company.

7. Pursuant to Section 113 of the Companies Act, 2013, if a body corporate is a member of the Company, it may authorize a person by resolution of its board of directors to act as its representative at a meeting of a Company, then such a person shall be deemed to be a member present in person and counted for the purpose of quorum.


Sd/-

Chairman

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CIN: U65990KL2013PLC035734;

EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013 RELATING TO:

ITEM NO.6: Pursuant to Section 161 and other applicable provisions, if any, of the Companies Act, 2013, the Board of Directors vide circular resolution dated 24.05.2019, had appointed Mr. T.S.Anantharaman, DIN: 00480136, as an Additional Director of the Company with effect from 27.05.2019. As per the provisions of companies Act, 2013, he can hold the office till the conclusion of the ensuing AGM and he is to be regularised as a Director at the AGM for his continued association with the company. Mr.T.S.Anantharaman, aged 71 years, holds B.Com, FCA to his qualification retired as Chairman of the Catholic Syrian Bank. He had been at the helm of affairs of the Bank for the last 9 years and had a 42 years of rich experience in the field of Banking, Finance, Capital Market and Business Administration. He was also the Director of Manappuram Finance Limited during the mid-90s and currently holds directorship in companies like Trichur Heart Hospital Ltd, Mobme Wireless Solutions Ltd, Kalyan Jewellers India Ltd and Inbot Properties P Ltd. The Board considers that his continued association would be of immense benefit to the Company and it is desirable to avail his services as Director. The above said Qualifications and rich experience justify his proposed appointment to the office of director of the company. The Nomination and Remuneration Committee of the company also recommended for the appointment of Mr. T.S.Anantharaman on the Board of Directors of the Company as a Director. Approval of the shareholders is sought by way of an ordinary resolution for the appointment of Mr. T.S.Anantharaman as a Director of the Company. None of the Directors and Key Managerial Personnel of the Company is in any way concerned or interested in the resolution except Mr. T.S.Anantharaman as a Director and shareholder of the company and his relatives as mentioned in section 2 (77) of the companies Act,2013. The Board recommends the Resolution as set out at Item No. 6 of the Notice for the approval of the members.


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CIN: U65990KL2013PLC035734;

ITEM NO.7: In pursuit of the increased business volume as envisaged in the revised business plan of the company for the FY 2019-20, the Board of Directors of the company proposes to offer, issue and allot Redeemable Secured/Unsecured Non-Convertible Debentures (‘NCDs’) up to an amount of Rs. 30 crores in such manner and on such terms and conditions as may be deemed appropriate by the Board of Directors of the Company (hereinafter referred to as the ‘Board’ which term shall be deemed to include any Committee thereof). The Board has, at its meeting held on July 13, 2019, resolved to seek approval of Members to issue NCDs up to an amount of Rs. 30 crores on private placement basis, on such terms and conditions as may be determined by the Board up to 06-08-2020 or till the date of AGM to be conducted in the year 2020, whichever is later.

Section 42 of the Companies Act, 2013 read with Rule 14 of the Companies (Prospectus and Allotment of Securities) Rules, 2014, provides that a Company offering or making an invitation to subscribe NCDs on private placement basis shall obtain prior approval of the shareholders by way of a special resolution. The special resolution shall be valid for a period of one year for all the offers or invitations for such NCDs made during the year. The Company may offer or invite subscription for NCDs, in one or more series/tranches on private placement basis to persons who may or may not be shareholders of the Company. The proposed borrowings along with the existing borrowings of the Company (apart from temporary loans obtained from the Company’s bankers in the ordinary course of business) would not exceed the borrowing limit approved by the shareholders from time to time. The Company shall further comply with the provisions of Notification No. DNBR (PD) CC No. 021/03.10.001/2014-15 dated 20 February 2015 issued by the Reserve Bank of India.

Approval of the shareholders is, therefore, sought for the proposed issue of NCDs and for authorising the Board to issue NCDs on such terms and conditions as may be deemed appropriate by the Board.

The Board recommends the Special resolution as set out in Item No.7 of the Notice for approval of the shareholders of the Company.

None of the Directors or Key Managerial Personnel of the Company and their relatives are concerned or interested, financially or otherwise, in the Special Resolution


Sd/- Chairman

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DIRECTORS’ REPORT FOR THE FINANCIAL YEAR 2018-2019

To the Members,

Your Directors have pleasure in presenting their 6thAnnual Report on the business and operations of the company together with the Audited Statement of Accounts for the year ended 31st March, 2019.

1. FINANCIAL HIGHLIGHTS (STANDALONE AND CONSOLIDATED):

During the year under review, performance of your company are as under:

(Stand Alone) (Rupees in Lakhs)

Particulars Year ended 31st March 2019

Year ended 31st March 2018

Gross Income 1091.51 939.65

Profit Before Interest and Depreciation 712.07 756.44

Finance Costs 279.99 158.86

Gross Profit 432.08 597.58

Provision for Depreciation 9.84 6.87

Net Profit Before Tax 422.24 590.71

Provision for Tax 127.99 166.76

Profit for the year 294.24 423.95


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The Consolidated performance of the group as per consolidated financial statements is as under:

(Consolidated) (Rupees in Lakhs)

2. STATE OF COMPANY’S AFFAIRS AND FUTURE OUTLOOK: The Directors hereby inform to the Members that the year 2018-19 was a mix of ecstasies and agonies for the Company in as much as it witnessed certain mile-stone achievements in the midst of hurdles, attributable to the nascent stage of company The Company had an Equity Infusion made under Rights Issue basis on 20.10.2018, resulting in increased paid up capital of Rs 31,93, 99,340. With the Increased paid up capital, the company focussed more on increasing the Business Volume; the Loan book of the company cloaked around Rs.66.73 Crores, an increase of 16% as compared to the previous year loan book which was Rs.57.54 Crores. The Company has also witnessed a vast increase in its loan enquiries.

Your Company cloaked a profit after tax of Rs.2.94 Crores on a Gross income of Rs.10.82 Crores during the year compared to the Gross income of Rs.9.29 Crores and a net profit of Rs.4.23 crores in the previous year. There has been an increase of around 16.45 % in the Gross Income compared to last year. The Gross profit and PBT of the company suffered a dip as compared to the Gross Profit and PBT for the F.Y.2017-18. This was mainly because of non-recognition of Interest income accrued on Non-performing loan accounts by Rs.1.94 Crs, Provision for NPAs, increase in Finance cost and expenditure etc on account of business expansion during the FY 2019-20.

Particulars Year ended 31st March 2019

Year ended 31st March 2018

Gross Income 1116.76 950.96

Profit Before Interest and Depreciation 695.37 739.71

Finance Costs 280.18 158.87

Gross Profit 415.19 580.84

Provision for Depreciation 11.05 7.61

Net Profit Before Tax 404.14 573.23

Provision for Tax 127.99 166.82

Profit for the year 276.14 406.42

24

The company was also able to raise NCDs to the Tune of Rs.2.76 Crores through the Private Placement of NCDs during the year.

During the Year under report, Indian economy has grown at the slowest pace since the past 5 years. In Q4 FY19, GDP growth dropped to 5.8% against 6.6% in the previous quarter, making it the lowest in the past 20 quarters. The annual growth for 2018-19 has also been revised downwards by 20 bps to 6.8%, from the earlier 7% as per the second advance estimate. During the end of second quarter, amid certain defaults in the NBFC sector, a credit freeze was witnessed especially by NBFCs. The NBFC sector experienced liquidity problems which contributed to higher funding costs and a slowdown in loan growth for non-banking financial companies. In this turbulent situation, your Company also did not succeed in garnering additional credit support in spite of increasing capital. This affected our plans to enhance our loan portfolio. Looking forward at FY 20, a stronger mandate for the second successive 5 year term of the current government can ensure continuity in policy and reforms framework, removal of political uncertainty which was coming in the way of investment decisions and increasing expectations of a revival in the domestic economy. Favourable factors such as an increase in financial flows to the commercial sector, stabilisation of crude oil and other commodity prices, consumption and investment enhancing proposals in the Union Budget 2019-20, and the expectation of a normal monsoon are expected to boost economic activity. However, lower consumption and investment may continue to constrain the overall economic growth which is expected to see only gradual pick up in the later part of the year.

We do not want to be eloquent while talking about the future. It is hoped that the present travails affecting the financial sector is short term in nature. Its normalisation will lead to opening of resources for the NBFCs, particularly for smaller NBFCs like Gosree Finance Limited, which will lead to leveraging capital on a higher level from the present position of 0.54 times of the Company’s net worth. Company is also planning to focus more on raising resources through NCDS on private placement basis. Increase in resources will ensure overall growth in our advance portfolio. The new products introduced by your company try to reach out to the needy sections of small businesses, MSMEs and traders; the product has gained great acceptance and its performance so far is also very much promising.

During the year 2018-19, the Company has shifted its Corporate office premises to National Highway-66 bypass with an office space of 4000 Sq.ft, resulting in easy access to the customers across the city.

3. CHANGE IN NATURE OF BUSINESS, IF ANY:NIL

4. DIVIDEND:

Your Directors are pleased to recommend a final dividend of ₹ 0.60 per equity share of face value of ₹10 each absorbing a sum of ₹231.03 Lakhs (including Dividend Distribution Tax),if any, approved by the members in the ensuing Annual General Meeting.


25

5. AMOUNTS TRANSFERRED TO RESERVES:

An amount of Rs 58,84,801.85 has been transferred to Statutory Reserve under Section 45-IC of RBI Act, 1934; other than this, the Board of the company does not propose to transfer any amount to the Reserves.

6. CHANGES IN SHARE CAPITAL, IF ANY:

During the Financial Year 2018-19, the share capital of the Company has been increased from ₹26.55 Crores to ₹ 31.93 Crores, pursuant allotment of 53,89,934 equity shares of Rs.10 each under Rights Issue.

7. DISCLOSURE REGARDING ISSUE OF EQUITY SHARES WITH DIFFERENTIAL RIGHTS: The Company has not issued any Equity shares with differential voting rights during the period under review.

8. DISCLOSURE REGARDING ISSUE OF EMPLOYEE STOCK OPTIONS:

During the Financial Year 2017-18, the company had given in-principle nod for the formulation of 2 % Employee Stock Option Scheme at the EGM held on 06.02.2018. The scheme may be effectively implemented on a future date based on the necessity.

9. DISCLOSURE REGARDING ISSUE OF SWEAT EQUITY SHARES:

The Company has not issued any sweat equity shares during the period under review.

10. EXTRACT OF ANNUAL RETURN:

Extract of Annual Return pursuant to Section 92 of Companies Act, 2013 and Rule 12(1) of the Companies(Management and Administration) Rules, 2014, is annexed herewith as ANNEXURE I.

11. NUMBER OF BOARD MEETINGS: The Board of Directors met 7 times during financial year. Period Date of Board meeting

April to June, 2018 June 18, 2018

July to September, 2018 July 24, 2018; September 29,2018

October to December 2018 October 20,2018; November 26, 2018

January to March 2019 January 05,2019; March 28, 2019.

26

Sn Name Of The Director No.of Meetings Attended

No.of Meetings To Be Attended As Director

1 M GOPALANKUTTY MENON 6

7

2 P G JAYAKUMAR 7 7

3 T S JAGADEESAN 7 7

4 P CHANDRIKA DEVI 7 7

5 R K BHOODES 3 7

6 CHANDRAMOHANA PRASAD 7

7

7 ELIZABETH KURIAN GEORGE -

7

8 SIDHARTH RAM 6 7

9 N GOVINDAN 3 7

10 SRIRAG SUBRAMONIAM 5 7

11 VISHNU PRASAD B MENON 6

7

12. PARTICULARS OF LOAN, GUARANTEES AND INVESTMENTS UNDER SECTION 186:

The Company has not made investments not permitted under sub section (1) of section 186 of the Companies Act,2013.The other provisions of section 186 of the Companies Act,2013 are not applicable to the Company since it is a Non-Banking Finance Company, as per the provisions of Companies (Meeting of board and its powers)Rules 2014.

13. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

Particulars of Contracts or Arrangements with Related parties referred to in Section 188(1) is given in Form AOC- 2 as ANNEXURE – II.

14. EXPLANATIONS OR COMMENTS BY THE BOARD ON EVERY QUALIFICATION,RESERVATION OR ADVERSE REMARK OR DISCLAIMER MADE:

By the Auditor in his report: The Auditors Report does not contain any qualification or adverse remark and it depicts a true and fair view of the financial position of the company. Hence no comments or explanation has been provided.


27

By the Company Secretary in Practice in his secretarial Audit Report: The Company does not come under the purview of section 204, dealing with Secretarial Audit for bigger companies, during the period under review. Hence no reporting has been made.

15. MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY FROM THE CLOSE OF THE FINANCIAL YEAR TILL THE DATE THE BOARD REPORT:

The Company successfully allotted its GFL-R Tranche/Series of the NCD Issue made under private Placement basis and the tranche raised about Rs.59 Lakhs on 27.05.2019 with which the Total amount raised through NCDs cloaked at Rs.12.61 Crores.

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

(A) Conservation of Energy:

The Company is not engaged in any manufacturing activities. However, conservation of energy in whatever way possible will continue to be achieved by the Company.

(B) Technology Absorption:

The Company has already entered into agreement with a technology provider for implementation of an Integrated Software for its business and administration activities.

(C) Foreign Exchange Inflow and Outgo:NIL

17. DETAILS OF SUBSIDIARY , JOINT VENTURE OR ASSOCIATES:

Particulars of the Subsidiaries have been annexed separately asForm AOC-1 under Annexure -III

DETAILS OF THE COMPANIES WHICH HAVE BECOME / CEASED TO BE ITS SUBSIDIARY/ JV/ ASSOCIATE COMPANY.

‘NIL’ AND HENCE DETAILS NOT GIVEN.

18. RISK MANAGEMENT POLICY:

The company isin the process of getting into more and more business activities and is in the process of evolving its own Risk Management Methods as part of the credit policy.The Company has put in place a mechanism to minimize operational risks through effective control systems. The Company has in place a risk management policy to identify, assess, monitor and mitigate various risks to key business objectives. The risk management framework of the Company aims to identify the diverse risks faced by the Company and come up with appropriate mitigation strategies. Managing the

28

risks arising in credit, interest rates and liquidity form critical components of our risk management system.

19. DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:


29

GLUPS4839G

SRIPRIYA M SHENOY 8/167, SREE KRISHNA PRASAD T.D. WEST GATE, MATTANCHERY P.O. KOCHI 682002 KL IN

Company Secretary

03/06/2019

As per the clause 110 &111 of Articles of Association of the Company Mr.Sreerag Subramonian and Mrs Chandrika Devi, Directors of the Company are liable to retire by rotation at the ensuing Annual General Meeting of the company.

During the Financial year:

Mr.Sidharth Ram has been regularised as director of the company at the 5th AGM held on 24.07.2018.

Mr.Vishnu Prasad B Menonhas been regularised as director of the company at the 5th AGM held on 24.07.2018 and also has been appointed as the Independent Director of the Company with effect from the same date.

Mr.P.Alexander Kurian resigned from the post of Chief Financial Officer on 5th January, 2019.

Mr.G.S.Ajith Prasad, has been appointed as the Chief Financial Officer at the Board meeting held on 5th January, 2019.

Mrs. Elizabeth Kurian George resigned from the post of director of the Company with effect from 28th March, 2019.

As on the date of Board Report:

Mr. T.S.Anantharaman was appointed as the additional director of the company on 27/05/2019 and shall be regularised as director at the ensuing AGM.

Mr. Visakh T.V, resigned as the Company Secretary of the Company on 01/06/2019

Mrs. Sripriya M Shenoy was appointed as the Company Secretary of the Company with effect from 03/06/2019.

30

20. DETAILS OF SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNAL:

Directors hereby confirm that there are no significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and the company’s operations in future.

21. STATEMENT IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROL WITH REFERENCE TO THE FINANCIAL STATEMENTS:

There is adequate internal control procedure commensurate with the size of the company and the nature of its business. Further the board has either come across nor has been informed of any continuing failure to correct the major weakness in the existing internal control system.

22. RECEIPT OF ANY COMMISSION BY MD/WTD FROM A COMPANY OR FOR RECEIPT OF COMMISSION /REMUNERATION FROM ITS HOLDING OR SUBSIDIARY:

NIL

23. DETAILS RELATING TO DEPOSITS, COVERED UNDER CHAPTER V OF THE ACT:

The Company has not accepted any Deposits falling within the purview of Section 73 of the Companies Act, 2013 read with the Rules made thereunder. Also the Company being a Non-Banking Financial Company as defined in the Reserve Bank of India Act, 1934, the provisions of section 73(1) of Companies Act, 2013, shall not apply to the Company.

(a)Accepted during the year - NIL

(b)Remained unpaid or unclaimed as at the end of the year- Not Applicable

(c)Whether there has been any default in repayment of deposits or payment of interest thereon during the year and if so, number of such cases and the total amount involved-

At the beginning of the year- Not Applicable Maximum during the year- Not Applicable At the end of the year- Not Applicable

Details of Deposits which are not in compliance with the requirements of Chapter V of the Act: Not Applicable

24. DECLARATION BY INDEPENDENT DIRECTOR: The Company has Two Independent Directors on the Board. The Company has received necessary declaration from each Independent Director under Section 149 (7) of the Companies Act, 2013 to the effect that they meet the criteria of independence as laid down in Section 149 (6) thereof.


31

25. COMMITTEES OF THE BOARD OF DIRECTORS:

The Board also has delegated some of its powers to sub-committees, some of which have also been formed to comply with applicable regulations. These committees monitor matters that come under their mandate in more detail. These committees are:

i. Audit Committee The Company has constituted a qualified Audit Committee as required under Section 177 of the Companies Act, 2013. As per Sec 177(4) of the Companies Act 2013, the terms of reference to be specified in writing by the Board shall inter alia include: The recommendation for appointment, remuneration and

terms of appointment of Auditors of the Company.

Review and monitor the Auditor’s independence and performance, and effectiveness of Audit process.

Examination of the financial statement and the Auditors’ Report thereon.

Approval or any subsequent modification of transaction of the Company with related parties.

Scrutiny of inter-corporate loans and investments. Valuation of undertakings or assets of the Company wherever

it is necessary. Evaluation of internal financial controls and risk management

systems Monitoring the end use of funds raised through public offers

and related matters.

The main responsibilities of the Audit Committee are: Review of the financial statements (including interim financial

statements) and oversight of the financial reporting process with a view to ensuring transparency and accuracy of financial reporting and disclosures, prior to their submission to the Board for approval.

Review of the scope of work of the Auditor, prior to commencement of the audit and, holding appropriate discussions on the matters that arose during the audit.

Review of the robustness and effectiveness of the internal control systems in place at the Company.

Recommending to the Board the appointment, reappointment, and if required, the replacement or removal of the Statutory Auditors and the fixation of audit fee;

Reviewing the effectiveness of internal audit including the independence of the internal audit function, the adequacy of staffing and, the coverage, scope and frequency of audits;

Review the functioning of whistle blower mechanism.

32

The Audit Committee is comprises of:

Name of the director Nature of Directorship Designation in the committee

Mr.Vishnu Prasad B Menon Non-Executive Director - Independent Director

Chairman

Mr.Chandramohana Prasad Non-Executive Director - Independent Director

Member

Mr.Sidharth Ram Non-Executive Director Member

Four Meetings of the Audit committee were held during the year: 18.06.2018, 26.11.2018 and 07.02.2019

ii. Nomination and Remuneration Committee

As per the provisions of Sec.178 of the Companies Act, 2013, the Company has to constitute a Nomination and Remuneration Committee (NRC) which combines both the functions of the existing Nomination Committee and Remuneration Committee.

Policy on appointment and remuneration of directors including criteria for determining qualifications, positive attributes, independence of adirector etc. is given in nomination and remuneration policy of the company (annexure-IV)

The Nomination and Remuneration Committee is comprises of:

Name of the director Nature of Directorship

Designation in the committee

No.of Meetings Attended

Mr.R.K.Bhoodes Non-Executive Director

Chairman

1

Mr.Vishnu Prasad B Menon Non-Executive Director

Member 1

Mr.Chandramohana Prasad Non-Executive Director

Member 1

Ms.Chandrika Devi Non-Executive Director

Member 1

1 meeting of the Nomination and Remuneration Committee was held during the year on 29.09.2018


33

26. CORPORATE SOCIAL RESPONSIBILITY (CSR) POLICY:

The Company came to the purview of section 135 of Companies Act,2013,in the FY 2018 as it crossed the net profit Criteria of Rs.5 Crores, by cloaking a net profit (before tax) of Rs.5.91 Crores.

Consequently, the companyconstituted a Corporate Social ResponsibilityCommittee (CSR Committee) of its Directors with the Composition as hereunder:

Name of the Director Designation Position

Mr.Jayakumar.P.G Managing Director & CEO Chairman

Mr.T.S.Jagadeesan Managing Director Member

Mr. Vishnu Prasad B Menon Independent Director Member

Mr.Sidharth Ram Director Member

Mr.SriraagSubramonian Director Member

Mrs.Chandrika Devi Director Member

The CSR Committee has formulated and recommended to the Board a CSR policy for the Company detailing the Focus areas of CSR Activities and mode of implementation of the same, which was approved by the Board. The same is attached as Annexure V.

The Committee also approved the CSR expenditure of Rs.6.60 Lakhs for the FY 2019 calculated in accordance with provisions of section 198 of the Companies Act,2013 Considering the Focus/Target areas mentioned in the CSR Policy, the Committee found it most expedient to give thrust to the activities focusing on the Target areas comprising of:

Promoting education, including special education and employment enhancing vocation skills especially among children, women, elderly and the differently abled and livelihood enhancement projects.

Promoting gender equality, empowering women, setting up homes and hostels for women and orphans; setting up old age homes, day care centres and such other facilities for senior citizens and measures for reducing inequalities faced by socially and economically backward groups.

Since the Company has not formed its own Trust or Society for directly implementing the projects, it has to identify suitable Trusts or Societies as envisaged under the Act for implementation of the projects/programmes. We have identified two such institutions, which have been spearheading similar activities for the last more than 10 years. A report on Corporate Social Responsibility has been attached with Annexure V.

34

27. STATEMENT INDICATING THE MANNER IN WHICH FORMAL ANNUAL EVALUATION HAS BEEN MADE BY THE BOARD OF ITS OWN PERFORMANCE, ITS DIRECTORS, AND THAT OF ITS COMMITTEES: Pursuant to the provisions of Section 134(3)(p) the Companies Act, 2013 the Board has carried out the annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Committees. A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Board’s functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance. Criteria adopted for evaluation:

I. The Board shall evaluate the roles, functions, duties of Independent Directors (ID’s) of the Company. Each ID shall be evaluated by all other directors, not by the Director being evaluated. The board shall also review the manner in which ID’s follow guidelines of professional conduct.

II. Performance review of all the Non-Independent Directors of the company on the basis of the activities undertaken by them, expectation of board and level of participation;

III. Performance review of the Chairman of the company in terms of level of competence of chairman in steering the Board of the company;

IV. The review and assessment of the flow of information by the company to the board and manner in which the deliberations take place, the manner of placing the agenda and the contents therein;

V. The review of the performance of the directors individually, its own performance as well as evaluation of working of its committees shall be carried out by the board;

VI. On the basis of performance evaluation, it shall be determined by the Nomination and Remuneration Committee and the Board whether to extend or continue the term of appointment of ID subject to all other applicable compliances.

28. DISCLOSURE ON ESTABLISHMENT OF A VIGIL MECHANISM:

During the period under review,the Company does not come under the purview of Rule 7 (1) of Companies (Meetings of Board and Its Powers) Rules, 2014, and hence no Vigil Mechanism has been established.

29. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT,2013:

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013.There are no cases reported during the period under review


35

30. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB SECTION (12) OF SECTION 143 OTHER THAN THOSE WHICH REPORTABLE TO THE CENTRAL GOVERNMENT:

NIL

31. STATUTORY AUDITORS:

As per Section 139 of the Companies Act, 2013, the Shareholders at their Annual General Meeting held on June 20, 2015 approved the appointment of M/s Krishnamoorthy & Krishnmoorthy, Chartered Accountants, 39/3217, Paliam Road, Ernakulam, Kerala – 682016, as Statutory Auditors for a period of 4 years commencing from the conclusion of the 2nd Annual General Meeting to the conclusion of the 6th Annual General Meeting. The term, therefore comes to a conclusion by the end of the ensuing AGM. As per Section 139 (2)(b) the auditor’s firm can be appointed for two terms of five consecutive years. The Auditors have confirmed their eligibility to the effect that their appointment would be within the prescribed limits under the Companies Act, 2013 and that they are not disqualified for re-appointment. Considering the above provision and on the satisfactory performance of the auditors, the Board recommends to consider and approve the appointment M/s Krishnamoorthy & Krishnamoorthy as Statutory Auditors of the Company to hold office for another term of Five years more until the conclusion of the 11th Annual General Meeting to be held in the year 2024 subject to the ratification by members at every subsequent Annual General Meeting, and to authorise the Board to fix their remuneration in consultation with the Audit Committee of the Board.

32. SECRETARIAL STANDARDS

The Directors have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards and that such systems are adequate and operating effectively.

33. FAIR PRACTICES CODE:

The Company has framed a Fair Practices Code (FPC) as per the guidelines issued by Reserve Bank of India in this regard. The FPC is posted on the website of the Company. The FPC is also reviewed at frequent intervals to ensure its adequacy and appropriateness.

34. DISCLOSURE ABOUT COST AUDIT:

The Company was not required to maintain cost records as prescribed by the Central Government as per clause (d) of sub-section (1) of Section 209 of the Companies Act, 1956 as also in terms of Section 148(1) of the Companies Act, 2013.

36

35. DIRECTORS RESPONSIBILITY STATEMENT:

In pursuance of section 134 (5) of the Companies Act, 2013, the Directors hereby confirm that:

a. in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b. the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

c. the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. the directors had prepared the annual accounts on a going concern basis; and

e. the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

36. ACKNOWLEDGEMENT

Your Directors wish to place on record their appreciation for the assistance, co-operation and guidance received by the Company from the Central Government, the State Government, the Reserve Bank of India, the Registrar of Companies, Kerala and other Regulatory Authorities, Bankers, Financial Institutions, Members, Vendors and Customers during the year under review and look forward to their continued support. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the Employees of the Company.

Place: Ernakulam For and on behalf of the Board Date: 13-07-2019 Sd/-

M.Gopalankutty Menon Chairman

DIN: 06598286


37

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48

Annexure II

FORM NO. AOC -2 (Pursuant to clause (h) of sub-section (3) of section 134 of the Act and

Rule 8(2) of the Companies (Accounts) Rules, 2014.)

Details of contracts or arrangements or transactions not at Arm’s length ba

SL. No.

Particulars Details

arrangements or transactions’


49

Details of contracts or arrangements or transactions at Arm’s length basis.

SL. No.

Particulars Details

Place: Ernakulam Date: 13.07.2019

For and on behalf of the Board Sd/-


DIN: 06598286

50

ANNEXURE –III

FORM NO: AOC-1

Statement containing salient features of the financial statement of subsidiaries/associate companies/joint ventures.

(Pursuant to first provision to sub-section (3) of section 129 read with rule 5 of Companies (Account) Rules; 2014)

Part ’’A’’: Subsidiaries

1 SI No. 1 2 2 Name of Subsidiary Gosree

Investment and Risk Services Pvt Ltd

Gosree Insurance Broking Services Pvt Ltd

3 Date since when subsidiary was acquired NA NA 4 Reporting period for the subsidiary

concerned, if different from the holding company’s reporting period

Reporting period same as Holding Company

5 Reporting currency and Exchange rate as on the relevant Financial Year in the case of foreign subsidiaries.

N.A (amount Rupees)

6 Share capital 1,00,000 1,05,00,000 7 Reserve & Surplus 17,427.50 (41,43,921.33) 8 Total assets 97,572.50 75,58,447.17 9 Total Liabilities 97,572.50 75,58,447.17

10 Investments - - 11 Turnover/Other Income 0 25,25,369.40 12 Profit before taxation (20,184.00) (17,89,543.81) 13 Provision for taxation 0 0 14 Profit after taxation (20,184.00) (17,89,543.81) 15 Proposed Dividend NIL NIL 16 % of shareholding 93.00 99.91

Names of the subsidiaries which are yet to commence operations- NIL

Names of subsidiaries which have been liquidated or sold during year- NIL



M.Gopalankutty Menon

Chairman DIN: 06598286


51

Annexure IV

NOMINATION AND REMUNERATION POLICY

Board of Directors of Gosree Finance Limited (“the Company”) in order to align with the provisions of the Companies Act, 2013, has constituted a Committee as “Nomination and Remuneration Committee.”

Objective

The Nomination and Remuneration Committee and this Policy are in compliance with the Companies Act, 2013, Reserve Bank of India Guidelines read along with the applicable rules thereto and Policy Guidelines of Gosree Finance Limited.

The Key Objectives of the Committee would be:

a) To guide the Board in relation to appointment and removal of Directors, Key Managerial Personnel and Senior Management.

b) to evaluate the performance of the members of the Board and provide necessary report to the Board for further evaluation of the Board and recommending the Board on Remuneration payable to the Directors, Key Managerial Personnel and Senior Management.

c) to ensure that all provisions regarding Remuneration Policy and duties of Committee as required under the Companies Act, 2013 or such other acts, rules, regulations or guidelines are complied with.

Definitions

(a) Key Managerial Personnel: Chief Executive Officer, Executive Directors, Chief Financial Officer and Company Secretary or any other personnel as prescribed under Companies Act, 2013.

(b) Senior Management: Senior Management means personnel of the company who are members of its core management team excluding the Board of Directors. This would also include all members of management one level below the executive directors including all functional heads.

Role And Responsibilities

The role of the Committee inter alia will be the following:

a. Identifying persons who are qualified to become Directors and who may be appointed in Senior Management in accordance with Criteria as laid down and recommend to Board their appointment and removal.

b. Ensure persons proposed to be appointed on the Board do not suffer any disqualifications for being appointed as a director under the Companies Act, 2013.

c. Ensure that the proposed appointees have given their consent in writing to the Company;

52

d. Review and carry out every Director’s performance, the structure, size and composition including skills, knowledge and experience required of the Board compared to its current position and make recommendations to the Board with regard to any changes;

e. Plan for the succession planning for directors in the course of its work, taking into account the challenges and opportunities facing the Company, and what skills and expertise are therefore needed on the Board in the future;

f. Be responsible for identifying and nominating for the approval of the Board, candidates to fill board vacancies as and when they arise;

g. Keep under review the leadership needs of the organization, both executive and non-executive, with a view to ensuring the continued ability of the organization to compete efficiently in the market place; and

h. Ensure that on appointment to the Board, non-executive directors receive a formal letter of appointment setting out clearly what is expected of them in terms of committee services and involvement outside board meetings.

i. Determine and agree with the Board the framework for broad policy for criteria for determining qualifications, positive attitudes and independence of a director and recommend to the Board a policy, relating to remuneration for the Directors, Key Managerial Personnel and other employees.

j. Review the on-going appropriateness and relevance of the remuneration policy.

k. Ensure that contractual terms of the agreement that Company enters into with Directors as part of their employment in the Company are fair to the individual and the Company.

l. Ensure that all provisions regarding disclosure of remuneration and Remuneration Policy as required under the Companies Act, 2013 or such other acts, rules, regulations or guidelines are complied with.

Constitution

Members:

a. The Committee shall consist of a minimum 3 nonexecutive directors, majority of them being independent.

b. Minimum two (2) members shall constitute a quorum for the Committee meeting.

c. Membership of the Committee shall be disclosed in the Annual Report.

d. Term of the Committee shall be continued unless terminated by the Board of Directors.


53

Chairman:

a. Chairman of the Committee shall be a Non-executive Director.

b. Chairman of the Committee shall be decided by Board of Directors of the Company.

c. In the absence of the Chairman, the members of the Committee present at the meeting shall choose one amongst them to act as Chairman.

Frequency Of Meetings

The meeting of the Committee shall be held at such regular intervals as may be required by the Committee or as directed by Board of Directors of the Company.

Guiding Principles

Committee while exercising its functions as described in ROLE AND RESPONSIBILITIES of the Committee in this policy, will be guided by following broad principles:

Statutory Reports

a. The level and composition of remuneration is reasonable and sufficient to attract, retain and motivate directors of the quality required to run the company successfully;

b. The relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and

c. The remuneration to directors, key managerial personnel and senior management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the company and its goals.

d. In case, subject matter is related to appointment/ remuneration of Independent Directors, the requirement under Code of Conduct of Independent Directors and other Statutory Requirements are met.

e. In case, subject matter is related to appointment/ remuneration of Directors other than Independent Directors, Key Managerial Persons, Senior Management, the requirement under Code of Conduct of Senior Management of the Company is met.

f. A member of the Committee is not entitled to be present when his or her own remuneration is discussed at a meeting or when his or her performance is being evaluated. The Committee may invite such executives including Key Managerial Persons and Senior Management, as it considers appropriate, to be present at the meetings of the Committee.

g. ‘Fit and Proper’ Criteria as per guidelines of Reserve Bank of India, will be most fundamental guidelines for appointment of Directors and due diligence

54

in this regard will be carried out. Committee will be required to carry out all functions/duties in compliance of Companies Act, 2013, Equity Listing agreements and Reserve Bank of India Guidelines.

Decision Making And Voting

a. Matters arising for determination at Committee meetings shall be decided by a majority of votes of Members present and voting and any such decision shall for all purposes be deemed a decision of the Committee.

b. In the case of equality of votes, the Chairman of the meeting will have a casting vote.

c. Committee may refer any matter for consideration and decision by full Board of Directors of the Company, if majority of members deem the matter fit for the said purpose. Such matters which are referred by the Committee will be deemed to be agenda of the meeting of Board of Directors.

Minutes Of Committee Meeting

Proceedings of all meetings must be minuted and signed by the Chairman of the Committee at the subsequent meeting. Minutes of the Committee meetings will be tabled at the subsequent Board and Committee meeting.

Review And Alteration Of Nomination And Remuneration Policy

The Nomination and Remuneration Committee of the Company will be guided by this policy and subject to the power granted to/ terms of reference of the Committee as decided by Board of Directors of Company from time to time and requirement under the Companies Act, 2013 or such other acts, rules, regulations or guidelines including Listing Agreement with Stock Exchanges. Nomination and Remuneration Committee of the Company may review this policy from time to time as it may deem fit. Any modification and Change in this policy will be subject to approval of Board of Directors based on recommendation of Nomination and Remuneration Committee of the Company.

Place: Ernakulam Date: 13-07-2019


M.Gopalankutty Menon

Chairman DIN: 06598286


55

Annexure-V

CORPORATE SOCIAL RESPONSIBILITY (CSR) POLICY

Introduction: Gosree Finance Limited (hereinafter referred to as “the Company”) has always kept Corporate Social Responsibility (CSR) as a key component of its operating philosophy. Section 135 of the Companies Act 2013 (hereinafter referred to as “the Act”), read with the Companies (Corporate Social Responsibility Policy) Rules 2014, as amended from time to time, lays down the legal framework for the Company’s CSR policy. The Board of the Company has constituted a CSR Committee as per the provisions of the Act. This policy has been adopted by the Board based on the recommendation of the CSR Committee Objective: This policy sets out the Company’s commitment & approach towards Corporate Social Responsibility based on the maxim of ‘Giving Back to Society’. The Company is committed to the motto of improving the quality of life of the communities it serves through the CSR theme of ‘Building Sustainable Livelihoods’. The Company endeavors to facilitate livelihood opportunities & socio-cultural development in areas of its operations. The Company intends to be a contributor to CSR initiatives in India by devising and implementing social improvement programs or projects for the benefit of underprivileged communities, towns and villages and to give a fillip to the underprivileged class of people. Focus Areas: In accordance with the requirements of the Act, the Company’s CSR programs shall mainly focus on one or more of the following areas:

Programs aimed to eradicate Hunger, Poverty and Malnutrition, and providing better facilities for sanitation and making available safe drinking water.

Programs to promote education including special education and vocational skills among children, women and elderly.

Providing support to orphanages, old age homes, daycare centers and such other facilities for senior citizen.

Disaster relief and rehabilitation programs Income-generation and livelihood enhancement programs Slum area development programme Rural development projects

However, the Company may voluntarily choose to undertake additional CSR Activities falling within the purview of Schedule VII of the Act, as may be amended from time to

56

time, based on the recommendations of the CSR Committee and as may be approved by the Board of Directors. Constitution of CSR Committee The Board shall constitute the CSR Committee comprising three or more directors of which, at least one shall be an independent director. Planning & Implementation:

1. CSR Committee shall formulate plans for implementing the CSR policy, which will comprise of programmes/projects to serve the Society in tune with the Focus Area identified in the Policy.

2. The Company shall, in due, course formulate a registered Trust or Society to carry out its CSR projects/programmes. Till such time, the Company shall execute its programmes/projects through Companies, registered under Sec 8 of the Act or registered Trust/Society, established by Govt or under any Act of Parliament or legislature; Company may implement through other registered trust/society also, provided such entities have proven track record of minimum three years in such activities. Company shall also collaborate with similar activities of other companies, as permitted by the Act.

3. Company shall implement its CSR programme through any or all the above institutions, as permitted by the Act. CSR committee shall take suitable decisions in this regard.

4. CSR Budget shall normally be as stipulated under the Act, as amended from time to time (presently 2% of the average net profits of the Company for the preceding three financial years) and as approved by the Board. Any surplus arising out of the CSR projects or programs or activities shall not form part of business profits of the Company. The Company may also voluntarily allocate/contribute amounts in excess of the statutory threshold based on the discretion and approval of the Board of Directors of the Company.

5. CSR Committee shall allocate sufficient funds for the projects/programmes planned to be implemented and shall entrust appropriate institutions, as mentioned in para 2/3 above, for implementation of the same within the CSR Budget as defined in para 4 above or as enhanced by the Board

6. The CSR Committee shall ensure that the activities are undertaken in such a

manner that every rupee spent for this purpose will ultimately bring maximum relief to the intended beneficiaries, and thereby contribute to the long term development of the society. The Company aims to do this by engaging in activities that provide socially and environmentally sustainable benefits for the beneficiaries, measurable in economic terms. For this the CSR Committee shall monitor the implementation


57

of the programmes/projects on a regular basis either directly or through a Monitoring Committee of the Executives constituted by the Committee for the purpose. Monitoring will include the following measures - CSR Policy is implemented as per the Act and the Rules ensuring that all

projects as budgeted are duly carried out. All CSR spends are closely monitored and audited in an accountable and transparent manner. Periodic field visits, comprehensive documentation, interaction with

beneficiary communitiesetc may be undertaken as deemed necessary to ensure effective implementation.

7. The CSR Committee shall periodically review the CSR project implementation

reports and the same shall be presented to the Board. The Board may also review the implementation of the Activities periodically or on each project/program basis based on the report of the CSR Committee on the same.

Responsibility of the Board of Directors: The Board shall be responsible for – Approving the CSR policy of the Company as may be recommended by the CSR Committee, subject to necessary changes/modifications as the Board may deem fit.

Ensuring that in each financial year the Company spends such amounts for CSR activities as may be stipulated in the Act, as amended from time to time. (Presently 2% of the average net profits of the Company made during the three immediate preceding financial years)

Ensuring that the activities as included in the CSR Policy are undertaken by the

Company.

Periodical review of the policy and implementation based on the reommendations/reports of the CSR Committee is undertaken

Responsibility of CSR Committee: The CSR Committee of the Company shall be responsible for:

Formulating and recommending to the Board the CSR Policy which shall indicate activities to be undertaken in line with Section 135 read with Schedule VII of the Act.

Recommending to the Board the CSR expenditure to be incurred.

58

Monitor the implementation of the CSR Policy from time to time and report to the Board

Submit recommendations to the Board based on periodical review of the policy

and implementation and monitoring

Target Communities & Project Locations: Our target communities shall include rural, Homeless, less-privileged, school dropout, differently abled, marginalized youth and women; indigenous artisans, disaster victims and other such groups associated with our focus areas. Relevant projects and locations pertaining to the above focus areas and target communities shall be undertaken around our areas of operation as well as other ‘identified locations’ from time to time. Place: Ernakulam Date: 13-07-2019

For and on behalf of the Board


DIN: 06598286


59

REPORT ON CORPORATE SOCIAL RESPONSIBILITY

[Pursuant to clause (o) of Sub-Section 3 of Section 134 of the Act and Rule 9 of the Companies (Corporate Social Responsibility) Rules, 2014]

1. A brief outline of the Company’s CSR policy, including overview of projects or programs proposed to be undertaken and a reference to the web-link to the CSR policy and projects or programs:

CSR policy of the Company encompasses the Company’s philosophy for aligning its responsibility as a corporate citizen and lays down the guidelines and mechanism for undertaking socially useful programmes for welfare & sustainable development of the community at large.

2. The Composition of CSR Committee:

The Company’s CSR Committee consists of two Executive Directors and the independent of the Company, and is chaired by:

Name of the Director Designation Position

Mr.Jayakumar.P.G Managing Director & CEO Chairman

Mr.T.S.Jagadeesan Managing Director Member

Mr. Vishnu Prasad B Menon Independent Director Member

Mr.Sidharth Ram Director Member

Mr. Sriraag Subramonian Director Member

Mrs. Chandrika Devi Director Member

3. Average net profit of the Company for last three financial years: Rs.32917271.66

4 Prescribed CSR Expenditure (two percent of amount stated in item 3 above):Rs.660000

5. Details of CSR spent during Financial year:

(a) Total amount to be spent for Financial Year: Rs.660000/-

(b) Amount unspent, if any: NIL

(c) Manner in which amount spent during the financial year is detailed below:

60

Sr. No

CSR project or activity identified

Sector in which the project is covered (As per Schedule VII of Companies Act, 2013)

Projects or programs 1) Local area or other 2) Specify the states and district where the project was undertaken

Amount outlay (budget) – project or program wise (Amount in )

Amount spent on the projects or programs Sub heads: (1) Direct expenditure on project or program (2) overhead (Amount in )

Cumulative expenditure upto the reporting period (Amount in )

Amount spent – Direct or through implementing agency

•Programs aimed

•Programs to

•Providing

6. In case the Company has failed to spend the two per cent of the average net profit of the last three financial years or any part thereof, the company shall provide the reasons for not spending the amount in its Board report:

Your Company has spent the two per cent of the average net profit of the last three financial years.

7. A responsibility statement of the CSR Committee that the implementation and monitoring of CSR Policy, is in compliance with CSR objectives and Policy of the company.


61

The CSR Committee hereby confirms that the implementation and monitoring of CSR activities is in compliance with CSR objectives and the CSR Policy of the Company.




DIN: 06598286

62

1 4 / 2 2 , C a n a l R o a d M : : + 9 1 9 7 4 4 1 1 1 9 9 8 T r i p u n i t h u r a E r n a k u l a m : : + 9 1 9 9 4 7 2 7 1 9 1 1 K e r a l a 6 8 2 3 0 1 E : : s u n i l s m e n o n @ g m a i l . c o m M e m b e r s h i p N o A C S 2 0 1 7 1 C o P N o : : 1 0 6 1 3

C.S Sunil Sankar

COMPANY SECRETARY

Form No. MGT-8

[Pursuant to section 92(2) of the Companies Act, 2013 and rule 11(2) of Companies (Management and Administration) Rules, 2014]

I have examined the registers, records and books and papers of Gosree Finance Limited (the Company) CIN: U65990KL2013PLC035734 as required to be maintained under the Companies Act, 2013 (the Act) and the rules made thereunder for the financial year ended on 31st March, 2019. In my opinion and to the best of my information and according to the examinations carried out by me and explanations furnished to me by the company, its officers and agents, I certify that:

A. the Annual Return states the facts as at the close of the aforesaid financial year correctly and adequately.

B. during the aforesaid financial year the Company has complied with provisions of the Act & Rules made there under in respect of:

1. its status under the Act; 2. maintenance of registers/records & making entries therein within the time

prescribed therefor; 3. filing of forms and returns as stated in the annual return, with the Registrar

of Companies, Regional Director, Central Government, the Tribunal, Court or other authorities within the prescribed time,

4. calling/ convening/ holding meetings of Board of Directors or its committees, if any, and the meetings of the members of the company on due dates as stated in the annual return in respect of which meetings, proper notices were given and the proceedings including the circular resolutions and resolutions passed by postal ballot, if any, have been properly recorded in the Minute Book/registers maintained for the purpose and the same have been signed;

5. closure of Register of Members / Security holders, as the case may be; 6. advances/loans to its directors and/or persons or firms or companies referred

in section 185 of the Act; 7. contracts/arrangements with related parties as specified in section 188 of the

Act; 8. issue or allotment or transfer or transmission or buy back of securities/

redemption of preference shares or debentures/ alteration or reduction of share capital/ conversion of shares/ securities and issue of security certificates in all instances;


63

9. keeping in abeyance the rights to dividend, rights shares and bonus shares

pending registration of transfer of shares in compliance with the provisions of the Act;

10. declaration/ payment of dividend; transfer of unpaid/ unclaimed dividend/other amounts as applicable to the Investor Education and Protection Fund in accordance with section 125 of the Act;

11. signing of audited financial statement as per the provisions of section 134 of the Act and report of directors is as per sub - sections (3), (4) and (5) thereof;

12. constitution/ appointment/ re-appointments/ retirement/ filling up casual vacancies/ disclosures of the Directors, Key Managerial Personnel and the remuneration paid to them,

13. appointment/ reappointment/ filling up casual vacancies of auditors as per the provisions of section 139 of the Act,

14. approvals required to be taken from the Central Government, Tribunal, Regional Director, Registrar, Court or such other authorities under the various provisions of the Act;

15. acceptance/ renewal/ repayment of deposits; 16. borrowings from its directors, members, public financial institutions, banks

and others and creation/ modification/ satisfaction of charges in that respect, wherever applicable;

17. loans and investments or guarantees given or providing of securities to other bodies corporate or persons falling under the provisions of section 186 of the Act ;

18. alteration of the provisions of the Memorandum and/or Articles of Association of the Company;

Place: Ernakulam Sunil Sankar Date: 13th July 2019 C.P. No.: 10613

64

Opinion

We have audited the accompanying Standalone financial statements of GOSREE FINANCE LIMITED (“the Company”) which comprises the Balance Sheet as at March 31, 2019, the Statement of Profit and Loss, and statement of cash flows for the year then ended, and notes to the financial statements, including a summary of significant accounting policies and other explanatory information.

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone 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, of the state of affairs of the Company as at March 31, 2019, and profit and its cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Companies Act, 2013. Our responsibilities under those Standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Companies Act, 2013 and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Responsibility of Management for the Standalone 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 standalone 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. This responsibility also includes 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 frauds and other irregularities; selection and application of appropriate implementation and maintenance of accounting policies; making judgments and estimates that are reasonable 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 statement that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

The Board of Directors are also responsible for overseeing the company’s financial reporting process.

Auditor’s Responsibility for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

INDEPENDENTAUDITOR’SREPORTTOTHEMEMBERSOFGOSREEFINANCELIMITEDReportontheAuditoftheStandaloneFinancialStatements


65

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the standalone financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

• Obtain an understanding of internal financial controls relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls system in place and the operating effectiveness of such controls.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

• Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the standalone financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the standalone financial statements, including the disclosures, and whether the standalone financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with astatement that we have complied with relevant ethicalrequirements regarding independence, and to

communicatewith them all relationships and other matters that mayreasonably be thought to bear on our independence, andwhere applicable, related safeguards

Report on Other Legal and Regulatory Requirements

1. 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 and 4 of the Order.

2. As required by Section 143 (3) of the Act, we report that:

a. We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.

b. In our opinion proper books of account as required by law have been kept by the Company so far as appears from our examination of those books.

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

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

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

f. 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”.

g. With respect to the other matters to be included in the Auditor’s Report in accordance with the requirements of section 197(16) of the Act, in our opinion and to the best of our information and according to the explanations given to us, the remuneration paid by the Company to its directors during the year is in accordance with the provisions of section 197 of the Act.

h. 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:

66

(i) Company does not have any pending litigations which would impact its financial position;

(ii) The Company did not have any long-term contracts including derivative\ contracts for which there were any material foreseeable losses.

(iii) There were no amounts which are required to be transferred to the Investor Education and Protection Fund by the Company.

For Krishnamoorthy and Krishnamoorthy

Chartered Accountants

Firm Reg No.001488S

Sd/-

R.Venugopal

Partner

Membership No.202632

Kochi

13.07.2019

ANNEXURE - A TO THE AUDITORS’ REPORT

(Referred to in paragraph 1 under the heading ‘Report on Other Legal and Regulatory Requirements’ section of our independent audit report of even date on standalone Financial Statements for the year ended 31stMarch 2019)

1 In respect of fixed assets of the Company

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. According to the information and explanations given to us, no material discrepancies were noticed on such verification.

c) As per the information and explanation given to us, the Company is not holding any immovable assets.

2 The Company is a service company. Accordingly, it does not hold any physical inventories. Thus, paragraph 3(ii) of the Order is not applicable.

3. According to the information and explanations given to us, the Company has granted unsecured loan, to a party covered in the register maintained under section 189 of the Companies Act, 2013, in respect of which:

a) The terms and conditions of the grant of such loan, in our opinion, prima facie, not prejudicial to the Company’s interest.

b) The repayment of principal and payment of interest have been made as stipulated

c) There is no overdue amount remaining outstanding as at the balance sheet date.

4. In our opinion and according to the information and explanations given to us, the Company h a s complied with the provisions of Sections 185 and 186 of the Companies Act, 2013 in respect of grant of loans, making investments and providing guarantees and securities, asapplicable.

5. In our opinion and according to the information and explanations given to us, the Company has not accepted deposits during the year and does not have any unclaimed deposits. Thus, the provisions of the clause 3 (v) of the Order are not applicable to the Company.

6. According to the information and explanation given to us, the Central Government has not prescribed the


67

maintenance of cost records under section 148 (1) of the Companies Act, 2013 for the services rendered by the Company.

7. a) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the company is generally regular in depositing undisputed statutory dues including provident fund, employees’ state insurance, income tax, sales-tax, goods and services tax, duty of customs, duty of excise, value added tax, cess and any other statutory dues to the appropriate aut h or i t i e s t o t h e extent applicable to the Company. According to the information and explanations given to us, no material undisputed amounts payable in respect of statutory dues were in arrears as at 31stMarch 2019 for a period of more than six months from the date they became payable.

b) According to the information and explanation given to us there are no disputed amounts of tax which have not been deposited with the authorities as at 31st March 2019.

8. As per information and explanation furnished to us and according to our examination of the records of the Company, the Company has not made any defaults in repayment of loan or borrowing to financial institutions, banks, debenture holders. There are no borrowings from the Government.

9. As per information and explanation furnished to us and according to our examination of t h e records of the Company, term loan was applied for the purpose for which it was raised. The Company has not raised any money by way of initial public offer or further public offer (including debt instruments).

10. According to the information and explanations given to us, no fraud by the Company or on the Company by its officers or employees has been noticed or reported during the year.

11. According to the information and explanations give to us and based on our examination of the records of the Company, the Company has paid/provided for managerial remuneration in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Act.

12. In our opinion and according to the information and explanations given to us, the Company is not a Nidhi company. Accordingly, paragraph 3(xii) of the Order is not applicable.

13. As per information and explanation furnished to us and according to our examination of t h e records of the Company all transactions with the related parties are in compliance with sections 177 and 188 of Companies Act, 2013 and the details have been disclosed in the Financial Statements as required by the applicable accounting standards.

14. During the year the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures and hence reporting under clause (xiv) of CARO 2016 is not applicable to the Company.

15. According to the information and explanations given to us and based on our examination of t h e records of the Company, the Company has not entered into non-cash transactions with directors or persons connected with him. Accordingly, paragraph 3(xv) of the Order is not applicable.

16. The company is required to be registered under section 45-IA of the Reserve Bank of India Act, 1934 and has obtained registration.



Firm Reg No.001488S

Sd/-

R.Venugopal

Partner


Kochi

13.07.2019

68

Annexure - B to the Auditors’ Report

(Referred to in paragraph 2 (f) under ‘Report on Other Legal and Regulatory Requirements’ section of our report of even date)

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 controls over financial reporting of Gosree Finance Limited (“the Company”) as of 31stMarch 2019 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.

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 (‘ICAI’). 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’s 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.

Auditors’ Responsibility

Our responsibility is to express an opinion on the Company’s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the “Guidance Note”) and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. 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 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.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company’s internal financial controlsover financial reporting.

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 with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.


69

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 override 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.

Opinion

In our opinion, the Company has, in all material respects, an adequate internal financial controls over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31stMarch 2019, 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.



Firm Reg No.001488S

Sd/-

R.Venugopal

Partner


Kochi

13.07.2019

70

As at 31.03.2019

As at 31.03.2018

Rs Ps Rs PsI EQUITY AND LIABILITIES

1 Shareholders' Fundsa. Share Capital 3 31,93,99,340.00 26,55,00,000.00 b. Reserves and Surplus 4 11,16,78,100.23 7,43,16,708.01 c. Money recieved against share warrants 5 15,77,070.00 15,77,070.00

43,26,54,510.23 34,13,93,778.01

2 Non Current Liabilities a. Long Term Borrowings 6 13,26,83,478.71 13,37,75,041.28 b. Deferred tax Liability 7 1,11,632.00

13,26,83,478.71 13,38,86,673.28 3 Current Liabilities

a. Short Term Borrowings 8 7,86,11,629.28 5,23,84,253.12 b. Other Current Liability 9 4,65,87,667.89 6,18,95,092.35 c. Short Term Provision 10 84,66,675.23 41,01,560.23

13,36,65,972.40 11,83,80,905.70

Total 69,90,03,961.34 59,36,61,356.99

II ASSETS1 Non-Current Assets

a. Property, Plant & Equipment 11 89,13,944.47 62,04,702.37 b. Intangible Assets 11 1,73,253.53 1,53,366.62 c. Non-Current Investments 12 1,05,84,000.00 70,84,000.00 d. Deferred Tax Asset 7 7,67,350.00 e. Long term loans and advances 13 20,36,11,441.55 23,54,50,948.28 f. Other Assets 14 25,00,000.00 25,00,000.00

22,65,49,989.55 25,13,93,017.27 2 Current assets

a Cash and Cash Equivalents 15 57,66,927.34 10,63,281.35 b. Short term Loans and Advances 13 46,37,33,781.45 33,99,90,437.72 c. Other Current Assets 16 29,53,263.00 12,14,620.65

47,24,53,971.79 34,22,68,339.72

Total 69,90,03,961.34 59,36,61,356.99

Significant Accounting Policies and Notes on Accounts 1,2 and

23-25

The accompanying notes are an integral part of the financial statements.As per our separate report of even date attachedFor Krishnamoorthy & KrishnamoorthyChartered Accountants (Registration No: 001488S) P.G. Jayakumar M G Menon

Managing Director DirectorDin :03390963 Din :6598286

R.VenugopalPartner Ajith Prasad G S Jagadeesan T SM No 202632 Chief Financial Officer Managing DirectorKochi Din :6775429Date: 13.07.2019

Sripriya M ShenoyCompany Secretary

PARTICULARSNote

no

GOSREE FINANCE LIMITED

Balance Sheet as at 31st March 2019


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For the year ended 31.03.2019


Rs Ps Rs PsI INCOME

a. Income from opera�on 17 10,82,78,263.41 9,29,44,913.93 b.Other Income 18 8,72,964.05 10,20,434.55 Total Revenue ( a + b) 10,91,51,227.46 9,39,65,348.48

ll EXPENSESa. Employee Benefit Expenses 19 1,80,04,599.00 1,01,09,774.00 b. Finance Costs 20 2,79,99,140.00 1,58,86,105.00 c. Deprecia�on and Amor�za�on Expenses 11 9,84,303.34 6,87,503.74 d. Other Expenses 21 1,99,39,309.89 82,11,516.99 Total Expenses ( a + b + c + d) 6,69,27,352.23 3,48,94,899.73

lll Profit/(Loss) before tax (I - II) 4,22,23,875.23 5,90,70,448.76 IV Tax expense:

a. Current tax 1,36,78,848.00 1,66,01,160.00 b. Deferred Tax (8,78,982.00) 74,417.00 c. Prior Period Taxes -

V Profit for the Year (lll - lV) 29424009.23 42394871.76

VI Earnings per share(Basic/Diluted) (in Rs) (Basic EPS) (in Rs) 22 1.02 1.61 (Diluted EPS) (in Rs) 22 1.00 1.61

Significant Accoun�ng Policies and Notes on Accounts 1,2 and 23-25

The accompanying notes are an integral part of the financial statements.As per our separate report of even date a�achedFor Krishnamoorthy & KrishnamoorthyChartered Accountants (Registra�on No: 001488S)

P.G. Jayakumar M G MenonManaging Director DirectorDin :03390963 Din :6598286

R.VenugopalPartner M No 202632 Ajith Prasad G S Jagadeesan T SKochi Chief Financial Officer Managing DirectorDate: 13.07.2019 Din :6775429


PARTICULARS Note no


Statement of Profit and Loss for the year ended 31st March 2019


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Par�culars31.03.2019 31.03.2018

Rs. Ps Rs. PsA . Cash flow from opera�ng Ac�vi�esNet Profit (Loss) before tax and extraordinary items 4,22,23,875.23 5,90,70,448.76

Adjustment for:Loss on sale of asset 4,72,014.10

Deprecia�on and amor�za�on 9,84,303.34 6,87,503.74

Provision for Standard Assets and Non performing assets 70,29,413.00 6,95,231.23

Interest Income (3,13,471.00) (2,51,797.00)

Opera�ng profit before working capital changes 5,03,96,134.67 6,02,01,386.72

Movements in working capital :Increase/ (decrease) in other current liabili�es and provisions 2,70,740.97 (5,40,879.78)

Decrease / (increase) in long-term loans and advances 3,54,57,906.73 (13,97,51,394.35)

Decrease / (increase) in short-term loans and advances (12,37,43,343.73) (13,85,77,780.65)

Decrease / (increase) in other non current assets - (25,00,000.00)

Decrease / (increase) in other current assets (17,38,642.35) 1,92,085.35

Cash generated from /(used in) opera�ons (3,93,57,203.72) (22,09,76,582.71)

Direct taxes paid (net of refunds) (1,99,61,546.00) (1,49,48,211.00) Net cash flow from/ (used in) opera�ng ac�vi�es (A) (5,93,18,749.72) (23,59,24,793.71)

B. CASH FLOWS FROM INVESTING ACTIVITIESPurchase of fixed assets, including CWIP (41,85,446.45) (34,29,979.09)

Investment in Subsidiary Companies (35,00,000.00) - Interest received 3,13,471.00 2,51,797.00

Net cash flow from/ (used in) inves�ng ac�vi�es (B) (73,71,975.45) (31,78,182.09)

C. CASH FLOWS FROM FINANCING ACTIVITIESProceeds from Issue/ allotment of shares 5,38,99,340.00 8,85,00,000.00

Securi�es premium 2,69,49,670.00 1,77,00,000.00

Share applica�on money received - (10,62,00,000.00)

Proceeds from Issue of share warrants - 15,77,070.00

Proceeds from debenture issue 1,70,50,000.00 5,58,00,000.00

Repayment of debentures (2,09,00,000.00) (3,29,00,000.00)

Proceeds from vehicle loan - 20,50,000.00

Proceeds from term Loan 2,50,00,000.00 8,22,23,349.00

Repayment of Term Loan (3,72,50,165.00) (1,00,00,000.00)

Repayment of Vehicle Loan (5,69,563.00) (2,02,231.00)

Proceeds / (Repayment) in working capital bank borrowings (net) 2,62,27,376.16 3,22,27,512.87

Dividend paid including dividend distribu�on tax (1,90,12,287.00) - Net cash flow from/ (used in) financing ac�vi�es (C) 7,13,94,371.16 13,07,75,700.87

Net increase/(decrease) in cash and cash equivalents (A + B + C) 47,03,645.99 (10,83,27,274.93)

Cash and cash equivalents at the beginning of the year 10,63,281.35 10,93,90,556.28 Cash and cash equivalents at the end of the year 57,66,927.34 10,63,281.35

Components of cash and cash equivalentsCash on hand 6,635.60 12,939.50

With banks 57,60,291.74 10,50,341.85 Total cash and cash equivalents 57,66,927.34 10,63,281.35

As per our seperate report of even date a�achedFor Krishnamoorthy & KrishnamoorthyChartered Accountants (Registra�on No: 001488S) P.G. Jayakumar M G Menon


R.VenugopalPartner Ajith Prasad G S Jagadeesan T SM No 202632 Chief Financial Officer Managing DirectorKochi Din :6775429Date: 13.07.2019


GOSREE FINANCE LIMITEDCASH FLOW STATEMENT FOR THE YEAR ENDED 31st MARCH 2019

For the year ended

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Note No:1

2 SIGNIFICANT ACCOUNTING POLICIES

2.1

2.2

2.3

A.

B.

C.

2.4

A.

B. Defined Benefit Plan- Gratuity to Employees

2.5

2.6

2.7

NATURE OF OPERATION

Basis of Accounting

Use of Estimates

Revenue Recognition

Employee Benefits

Interest, finance charges, service charges etc. are recognized as income on accrual basis with reference to the terms of contractual commitments and finance agreements entered into with borrowers, as the case maybe, except in the case of non-performing assets where income is recognized only when it is actually realized. Income recognized before the asset became non-performing and remaining unrealized will also be reversed.

The financial statements of the Company are prepared in accordance with the Generally Accepted Accounting Principles in India (Indian GAAP). The financial statements are prepared to comply with the Accounting Standards specified under Section 133 of the Companies Act, 2013, read with Rule 7 of the Companies (Accounts) Rules, 2014 and also the guidelines issued by Reserve bank of India as applicable to Non-Systemically Important Non-Deposit taking Non Banking Finance Company.

The Financial Statements are prepared under the historical cost convention, on accrual basis of accounting.

No provision for gratuity is provided in the books of accounts as the number of employees fall below the minimum number required under the Payment of Gratuity Act, 1972.

All employee benefits payable wholly within twelve months of rendering service are classified as short-term employee benefits and recognized in the period in which the employee renders the related service.

The preparation of financial statements in conformity with the Generally Accepted Accounting Principles (GAAP) requires management to make estimates and assumptions to be made that effects the reported amounts of revenue, expenses, assets and liabilities at the end of reporting period. The estimates and assumptions used in these financial statements are based upon the management evaluation of the relevant facts and circumstances as of the date of the financial statements. The differences between actual result and estimates are recognized in the period in which the results are known/materialized.

Revenue is recognized to the extent that it is probable that economic benefits will flow to the company and the revenue can be reliably measured. The revenue recognition is as under:

Income from services is recognized as per the terms of contract on accrual basis. Revenue is recognized on accrual basis to the extent it is realizable (except when there are significant uncertainties).

Intangible Assets

GOSREE FINANCE LIMITED was incorporated as a Public limited company on December 20, 2013 to carry on the business of Non Banking Finance Company (NBFC). The Company obtained Certificate of Registration from Reserve Bank of India on 28.01.2015. The Company is a Non-Systemically Important Non-Deposit taking Non Banking Finance Company.

Property, plant & equipment are stated at cost less depreciation. Cost comprises the purchase price and any attributable cost of bringing the asset to its working condition for its intended use.

Borrowing Costs

Short Term Employee Benefits

Property, Plant & Equipment

GOSREE FINANCE LIMITED, COCHINSignificant Accounting Policies & Notes on Accounts

Borrowing cost includes interest and amortization of ancillary costs incurred in connection with the arrangement of borrowings. Borrowing costs directly attributable to the acquisition, construction or production of an asset that necessarily takes a substantial period of time to get ready for its intended use or sale are capitalized as part of the cost of the respective asset. All other borrowing costs are expensed in the period they occur.

Setup cost of software is capitalized as an intangible asset and amortized on a straight line basis over a period of three years.

Interest on deposits is recognized on a time proportion basis taking into account the amount outstanding and the rate applicable.

74

2.8

Nature of asset Useful Life in Years310

Vehicles 8Building Over the lease Period

5Software 3

2.9

2.10

2.11

2.1

2.13 Leases

2.14

2.15 Provisions, Contingent Liabilities and Contingent Assets(i)

(ii)

(iii)

The Company operates in a single reportable segment i.e., financing, which has similar risks and returns for the purpose of AS 17 on ‘Segment Reporting’. The Company operates in a single geographical segment i.e., domestic.

Provisions are recognized when the company has a present obligation as a result of a past event, for which it is probable that a cash outflow will be required and a reliable estimate can be made of the amount of the obligation. Provisions are not discounted to its present value and are determined based on management estimate required to settle the obligation at the Balance Sheet date. These are reviewed at each Balance Sheet date and adjusted to reflect the correct management estimates.

Income tax is accounted in accordance with Accounting Standard on Accounting for Taxes on Income (AS-22), which includes current taxes and deferred taxes. Deferred Tax assets/ liabilities representing timing differences between accounting income and taxable income are recognized to the extent considered capable of being reversed in subsequent years. Deferred tax assets are recognized only to the extent there is reasonable certainty that sufficient future taxable income will be available, except that deferred tax assets arising due to unabsorbed depreciation and losses are recognized if there is a virtual certainty that sufficient future taxable income will be available to realize the same.

Basic earnings per share are calculated by dividing the net profit or loss for the period attributable to equity shareholders by the weighted average number of equity shares outstanding during the period. The weighted average numbers of equity shares outstanding during the period are adjusted for events of bonus issue; bonus element in a rights issue to existing shareholders; share split; and reverse share split, if any.

Lease arrangements where risks and rewards incidental to ownership of an asset substantially vest with the lessor are recognized as operating leases. Lease rentals under operating leases are recognized in the Statement of Profit and loss on a straight-line basis. The Company has not entered into any financial lease.

Impairment of Tangible and Intangible Assets

The company assesses at each reporting date whether there is an indication that an asset may be impaired. If any indication exists, or when annual impairment testing for an asset is required, the company estimates the asset's recoverable amount. An asset's recoverable amount is the higher of an asset's cash generating unit's net selling price and its value in use. The recoverable amount is determined for an individual asset, unless the asset doesn't generate cash inflows that are largely independent of those from other assets or groups of assets. Where the carrying amount of an asset or CGU exceeds its recoverable amount. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to asset. In deterring net selling price, recent market transactions are taken into account, if available. If no such transaction can be identified, an appropriate valuation model is used. After impairment, depreciation is provided on the revised carrying amount of the asset over its remaining useful life.

Taxes on Income

Contingent Liabilities are disclosed when the company has a possible obligation or a present obligation and it is probable that a cash flow will not be required to settle the obligation. For the financial year company has no contingent liability or contingent asset.

Non Current Investments are stated at cost. Decline in value, if any, which is not considered temporary in nature, is provided for.

Secured loans are classified / provided for, as per the directions in "Non-Banking Financial Company - Non-Systemically Important Non-Deposit taking Company (Reserve Bank) Directions, 2016", (RBI/DNBR/2016-17/44, Master Direction DNBR.PD.007/03.10.119/2016-17 )

Depreciation

Computer equipmentFurniture and fixtures & Electrical equipments

Office equipment

The above rates except for building are same as the rate prescribed in Schedule II to the Companies Act, 2013

Investments

For the purpose of calculating diluted earnings per share, the net profit or loss for the period attributable to equityshareholders and the weighted average number of shares outstanding during the period are adjusted for the effectsof all dilutive potential equity shares.

Depreciation is provided using straight line method at the following rates, which is management’s estimate of theuseful lives of the assets

Earnings per share

Segment Reporting


75

3As at 31.03.2019 As at 31.03.2018

Par culars Rs. Ps. Rs. Ps.A. Authorised:

75,00,00,000.00 50,00,00,000.00

75,00,00,000.00 50,00,00,000.00 Issued, Subscribed capital & Paid up Capital

31,93,99,340.00 26,55,00,000.00

Total 31,93,99,340.00 26,55,00,000.00

3.1 Terms/Rights a ached to Equity Shares

3.2

Par cularsNo. of shares Rs. Ps. No. of shares Rs. Ps.

A 26550000 26,55,00,000.00 17700000 17,70,00,000.00 B 5389934 8850000 8,85,00,000.00 C 31939934 .00 26550000 265500000

3.3

Name of shareholderNo. of shares % No. of shares %

2340000 7.33% 2340000 8.81%2340000 7.33% 2340000 8.81%2340000 7.33% 2340000 8.81%2340000 7.33% 2340000 8.81%2340000 7.33% 2340000 8.81%

- - 1500000 5.65%0 5.87% - -

4As at 31.03.2019 As at 31.03.2018

Par culars Rs. Ps. Rs. Ps.A.

1,33,15,237.69 48,36,263.34 58,84,801.85 84,78,974.35

1,92,00,039.54 1,33,15,237.69 B.

4,33,01,470.31 93,85,572.91 2,94,24,009.23 4,23,94,871.75

58,84,801.85 84,78,974.35 1,57,69,979.00

- 32,42,308.00 -

4,78,28,390.69 4,33,01,470.31

C. 4,46,49,670.00 1,77,00,000.00

11,16,78,100.23 7,43,16,708.01 Reserves & surplus as at the end of the period (A+B+C)

Transfer from Statement of Profit and Loss

Transferred to reserve u/s 45-IC of Reserve Bank of India Act, 1934

Statement of Profit and Loss Account

Reserve u/s 45-IC of Reserve Bank of India Act, 1934

Transferred from surplus in the Statement of Profit and Loss

Interim Dividend Paid

As at 31.03.2018

As at 31.03.2018

Securi es premium

RESERVES & SURPLUS

The company has only one class of equity shares having a par value of Rs.10 per share. Each holder of equity shares is en tled to one vote per share. In the event of liquida on of the company, the holders of the equity shares will be en tled to receive remaining assets of the company, a er distribu on of all preferen al amounts. The distribu on will be in propor on to t he number of equity shares held by the shareholders.

The details of shareholders holding more than 5% shares :

As at 31.03.2019

3,19,39,934 equity shares of Rs.10 each (Previous Year 2,65,50,000 shares of Rs.10 each)

Number of shares outstanding at the end of the year (A+B)

Mr. Narasimhan Govindan

Anjana MohanRoopak C ChandranSriraag SubramonianRajaram

Abhijith MohanAbhaya Mohan

As at 31.03.2019

As per Last Balance Sheet

Dividend Distribu on Tax


Less : Appropria on

Equity Dividend Paid

Equity Shares at the beginning of the yearShares issued during the period

Reconcilia on of number of shares

SHARE CAPITAL

7,50,00,000 shares of Rs.10 each (Previous Year 5,00,00,000shares of Rs.10 each)

5,38,99,340.0031,93,99,340

187500

76

5

As at 31.03.2019 As at 31.03.2018

Par�culars Rs. Ps. Rs. Ps.15,77,070.00 15,77,070.0015,77,070.00 1577070.00

66.1 As at 31.03.2019 As at 31.03.2018 As at 31.03.2019 As at 31.03.2018

Par�culars Rs. Ps. Rs. Ps. Rs. Ps. Rs. Ps.Secured

2,01,199.61 4,48,008.00 2,46,808.39 2,23,409.00

13,30,192.98 17,03,846.00 3,73,653.02 3,46,154.00 - 50,00,000.00 50,00,000.00 1,00,00,000.00

96,12,086.12 2,16,53,187.28 1,20,41,097.88 1,05,70,161.72 1,66,40,000.00 3,33,20,000.00 1,66,80,000.00 1,66,80,000.00 1,75,00,000.00 - 75,00,000.00 -

6,70,00,000.00 5,49,00,000.00 13,00,000.00 2,09,00,000.00 Unsecured

1,04,00,000.00 67,50,000.00 - -

1,00,00,000.00 1,00,00,000.00 - - 13,26,83,478.71 13,37,75,041.28 4,31,41,559.29 5,87,19,724.72

6.2

6.3

6.4

6.5

6.6

6.7

6.7

The Board of Directors of the company at their mee�ng held on 2.5.2017 and as approved at its Annual General Mee�ng held on 25th May 2017 have resolved to create, offer issue and allot upto 1433700 warrants, conver�ble into 1433700 equity shares of Rs.10/- each on a private placement basis , pursuant to Sec�on 42 and 62 of the companies Act, 2013 at a conversion price of Rs.11/- per equity share of the company, These warrants were allo�ed on 25th May 2017 to certain directors and promoter ("the warrant holders") and 10% applica�on money amoun�ng to Rs.1577070/- was received from them. The warrants were to be converted into equivalent number of equity shares on payment of balance amount at any �me with in 4 years from the date of allotment or date of announcement of public offer whichever is earlier. In the event the warrants are not converted into equity shares within the said period, the company is eligible to forfeit or refund without interest the amount received towards warrants.

Term loan from Lakshmi Vilas Bank is secured against loan assets and other current assets and personal guarantee of 5 directors which carries interest rate of 11.85% repayable within 12 quarterly installment of Rs.25 Lakhs, a�er an ini�al holiday period of 3 months. The total tenor of the loan is 39 months.

Company allo�ed 68300 secured, Non conver�ble debentures of Rs.1000/- each to be redeemed at the end of 370 days, 3 years and 5 years at an interest rate of 10%,10.5%, 11% and 11.5% respec�vely from the date of issue.

Current maturi�es

Term Loan From Hinduja Leyland Finance

LONG TERM BORROWINGS

Term Loan From NABSAMRUDDHI Finance Limited

Vehicle loan 2 is secured against the security of vehicle purchased. The interest rates are fixed in nature at 8.67% p.a. Loan is repayable in 60 equal monthly installments over the term of the loan.

Vehicle Loan Toyota Financial services 2

Term loans from Nabsamrudhi Finance Limited (NSFL) payable at quarterly rests for 3 years, having security as paripassu first charge on the loan receivables by way of hypotheca�on of minimum asset coverage of 110% the principal amount outstanding at any point of �me during the en�re term of the facility and cash collateral of 5% of loan amount, having interest rate of 12.5%. Loan is repayable in 12 quarterly installments. Ini�al 8 quarterly installments @ RS41.70 Lacs and balance 4 quarterly installments @ RS41.60 Lacs

Money received against share warrants

Vehicle loan 1 is secured against the security of vehicle purchased. The interest rates are fixed in nature at 10% p.a. Loan is repayable in 60 equal monthly installments over the term of the loan.



Non-current por�on

Privately placed Redeemable Non Conver�ble Debentures

Term Loan From Lakshmi Vilas Bank

Term loans from AU Small Finance Bank Limited (AUSFBL) repayable in 48 principal installments star�ng from the following month from the date of full disbursement. Interest at 12..5% per annum variable to be reset every quarter and interest to be paid on monthly basis. Paripassu charge of present and future loan receivables through hypotheca�on of 122% of the loan principal outstanding during the currency of the loan.

Privately placed Subordinated (Tier II)debt ( Redeemable Non Conver�ble Debenture of Rs.1000 each)

Term loans from Hinduja Leyland finance has a security cover of 110% of the value of outstanding amounts of the facility and shall be maintained at all �mes un�l maturity date which carries interest rate of 13.10% repayable in 36 monthly installments, commencing one month from the date of disbursement.

Term Loan From AUSFB

Privately Placed Redeemable Non-Conver�ble Debentures Rs.1000 each


77

As at 31.03.2019

Rate of interest Number AmountDue within 5 years 11.00% 22200 22200000

11.50% 40600 4060000010.50% 200 200000

11% 4000 400000011.00% 1100 110000010.00% 200 200000

68300 68300000

6.5


6.6

Rate of interest Number Amount11.50% 6750 6750000

12.00% 2250 225000012.50% 1400 1400000

10,400 1,04,00,000

7As at 31.03.2019 As at 31.03.2018

Particulars Rs. Ps. Rs. Ps.

2,693.70 1,11,632.00

Provision for advances 7,70,043.70 (7,67,350.00) 1,11,632.00

8 SHORT TERM BORROWINGSAs at 31.03.2019 As at 31.03.2018

Rs. Ps. Rs. Ps.Repayable on demand : Secured

7,86,11,629.28 5,23,84,253.12 Total 7,86,11,629.28 5,23,84,253.12

9As at 31.03.2019 As at 31.03.2018

Particulars Rs. Ps. Rs. Ps.Current Maturities of Long term debt (Refer Note No:6.1) 4,31,41,559.29 5,87,19,724.72 Interest accrued but not due on borrowings 5,51,511.00 2,91,733.00 Interest accrued but not due on debentures 13,37,618.00 11,80,356.00

2,00,000.00 - Employee emoluments payable 15,000.00 11,613.00 Statutory dues payable 9,28,295.60 9,61,374.63 Other current liabilities 4,13,684.00 7,30,291.00 Total 4,65,87,667.89 6,18,95,092.35

These debentures are secured by pari-passu first charge on loans & advances given by the company and other current assets.

Details of rate of interest and maturity pattern from the date of the balance sheet is as

Redeemable at par with in

Due within 5 years

Deferred tax liability (Relating to difference between tax depreciation and depreciation charged in financial statements )

- Cash Credit

OTHER CURRENT LIABILITIES

DEFFERED TAX

Subordinated Debentures aggregating Rs.10400000 at the rate of 11.5%, 12% and 12.5% are unsecured and repayable at the end of five years from the date of issue.


From Banks:

Deferred tax liability

Deferred tax Asset

Due within 1-2 year

Due with in 1 Year

The company also allotted 10000 unsecured, non convertible debentures of Rs.1000/- each to be redeemed at the end of 5 years at an interest rate of 11.5% from the date of issue. Issued during 2016-17

Deferred Tax (Asset)/ Liability


Cash credit facility from the three banks are secured by hypothecation of standard loan receivables and other current assets of the company on a pari passu basis and also by way of guarantee given by the directors of the company.

Debenture application money received, pending allotment

As at 31.03.2019

Redeemable at par with inAs at 31.03.2019

Particulars

Cash credit is availed from three banks, Federal Bank (Sanction limit - Rs. 3 crores) @ 11.45(One year MCLR + 2.55%) to be repayable on demand within 1 Year, Lakshmi Vilas Bank (Sanction limit - Rs. 5 crores) @ 11.25%(One year MCLR + 1.85%) to be repayable on demand within 1 year and AU Small Finance Bank (Sanction Limit -Rs. 2 Crores) @ 12..5% per annum variable to be reset every quarter.

78

10As at 31.03.2019 As at 31.03.2018

Rs. Ps. Rs. Ps.26,64,298.00

Con�ngent Provision against standard assets (Refer Note -23) 14,46,810.23 14,37,262.23 Provision for Non performing Assets 50,30,000.00 - Provision for Restructured Assets

Standard 16,46,039.00 Sub-Standard 3,43,826.00

Total 84,66,675.23 41,01,560.23

12 NON-CURRENT INVESTMENTSAs at 31.03.2019 As at 31.03.2018

12.1 Par�culars Rs. Ps. Rs. Ps.Unquoted

1,04,91,000.00 69,91,000.00

93,000.00 93,000.00 Total 1,05,84,000.00 70,84,000.00

12.2

13As at 31.03.2019 As at 31.03.2018

13.1 Par�culars Rs. Ps. Rs. Ps.10,36,495.00 5,36,495.00

Advance tax 36,18,400.00

Others - -

i) Loans and Advances3,00,239.00

Secured Considered Good 15,46,77,069.91 21,96,55,388.85 9,38,646.56

Unsecured Considered Good 4,29,51,884.27 1,52,59,064.43 88,706.81

Total 20,36,11,441.55 23,54,50,948.28 13.2

As at 31.03.2019 As at 31.03.2018 Rs. Ps. Rs. Ps.

Loans & Advances- - - -

Secured, Considered Good 36,80,20,380.09 28,70,72,766.15 40,61,353.44

Unsecured, Considered Good 9,13,66,929.03 5,29,17,671.57 2,85,118.89

Total 46,37,33,781.45 33,99,90,437.72 13.3

As at 31.03.2019 As at 31.03.2018 As at 31.03.2019 As at 31.03.2018 Rs. Ps. Rs. Ps. Rs. Ps. Rs. Ps.

8,64,59,432.22 20,55,48,840.13 23,55,13,715.78 27,21,66,310.87 1,18,99,645.24 1,41,06,548.72 1,75,13,329.76 1,49,06,455.28

0.00 - 9,84,352.00 - 0.00 - 87,11,096.00 -

21,34,561.06 - 34,12,805.94 - 0.00 - -0.00 -

65,88,295.60 58,16,188.40 4,75,95,135.80 - 9,60,68,892.20 -

Total 15,46,77,069.91 21,96,55,388.85 36,80,20,380.09 28,70,72,766.15

Secured,doubtful

Unsecured,doubtful

Secured,doubtful

Unsecured,doubtful

2) To Others

Security Deposits (Unsecured, considered good)

SHORT TERM LOANS AND ADVANCES

SHORT TERM PROVISIONS

Current Non - Current

SME

1) To Related Par�es2) To Others

Provision for Income Tax

- in subsidiary companies

Micro loans

Property LoanHousing LoanInfrastructure Loan

Real Estate Loan

LONG TERM LOANS AND ADVANCES

BusinessLoan

Others

Par�culars

1049100 (699100) fully paid up Equity Shares of Rs.10/- each in Gosree Insurance and Broking Services Private Ltd 9300 Equity shares of Rs. 10/- each in Gosree Investment and Risk Services Private Limited

Par�culars

Secured and Considered Good

1) To Related Par�es Unecured Considered good

In view of the business plans of the subsidiary company, Gosree Insurance and Broking Services Private Limited, which is expected to bring in posi�ve cash flows in the near future, the management is of the opinion that no diminu�on in value of investments in the subsidiary company is an�cipated at this stage and hence no provision is made.

/ Investments (Non Trade)


79

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0063

5806

8.98

Prev

ious

yea

r43

,86,

046.

00

34,2

9,97

9.09

-

78

,16,

025.

09

7,

70,4

52.3

6

6,87

,503

.74

-

14

,57,

956.

10

63,5

8,06

8.99

36,1

5,59

3.63

Part

icul

ars

Gro

ss B

lock

Dep

reci

atio

nN

et B

lock

80

10As at 31.03.2019 As at 31.03.2018

Rs. Ps. Rs. Ps.26,64,298.00



Total 84,66,675.23 41,01,560.23

12 NON-CURRENT INVESTMENTSAs at 31.03.2019 As at 31.03.2018

12.1 Par�culars Rs. Ps. Rs. Ps.Unquoted

1,04,91,000.00 69,91,000.00

93,000.00 93,000.00 Total 1,05,84,000.00 70,84,000.00

12.2

13As at 31.03.2019 As at 31.03.2018



Others - -




Total 20,36,11,441.55 23,54,50,948.28 13.2





Total 46,37,33,781.45 33,99,90,437.72 13.3


8,64,59,432.22 20,55,48,840.13 23,55,13,715.78 27,21,66,310.87 1,18,99,645.24 1,41,06,548.72 1,75,13,329.76 1,49,06,455.28

0.00 - 9,84,352.00 - 0.00 - 87,11,096.00 -

21,34,561.06 - 34,12,805.94 - 0.00 - -0.00 -

65,88,295.60 58,16,188.40 4,75,95,135.80 - 9,60,68,892.20 -

Total 15,46,77,069.91 21,96,55,388.85 36,80,20,380.09 28,70,72,766.15

Secured,doubtful

Unsecured,doubtful

Secured,doubtful

Unsecured,doubtful

2) To Others





SME

1) To Related Par�es2) To Others



Micro loans

Property LoanHousing LoanInfrastructure Loan

Real Estate Loan


BusinessLoan

Others

Par�culars

1049100 (699100) fully paid up Equity Shares of Rs.10/- each in Gosree Insurance and Broking Services Private Ltd 9300 Equity shares of Rs. 10/- each in Gosree Investment and Risk Services Private Limited

Par�culars


1) To Related Par�es Unecured Considered good


/ Investments (Non Trade)


81

13.4As at 31.03.2019 As at 31.03.2018 As at 31.03.2019 As at 31.03.2018

Rs. Ps. Rs. Ps. Rs. Ps. Rs. Ps.- - 10,00,000.00 - - - - - - - - - - - - - - - - - - - - - - - -

9,38,646.56 30,61,353.44 Total 9,38,646.56 - 40,61,353.44

13.5


1,29,03,651.74 1,52,59,064.43 6,72,39,685.26 5,29,17,671.57 11,43,342.49 4,74,500.51

Real Estate Loan 1,58,03,990.54 43,76,704.46 1,34,01,138.50 1,92,76,038.80

Total 4,32,52,123.27 1,52,59,064.43 9,13,66,929.03 5,29,17,671.57 13.6

As at 31.03.2019 As at 31.03.2018 As at 31.03.2019 As at 31.03.2018

1,068.54 - 28,931.46 - - - -

Real Estate Loan - - - 87,638.27 - 2,56,187.43 -

Total 88,706.81 - 2,85,118.89 -

14

As at 31.03.2019 As at 31.03.2018

14.1 Par�culars Rs. Ps. Rs. Ps.2500000.00 25,00,000.00

Total 25,00,000.00 25,00,000.00

15As at 31.03.2019 As at 31.03.2018

15.1 Par�culars Rs. Ps. Rs. Ps.

Cash on hand 6,635.60 12,939.50 Cash in Bank : in current account (with scheduled bank) 57,60,291.74 10,50,341.85 Total 57,66,927.34 10,63,281.35

16As at 31.03.2019 As at 31.03.2018

Rs Ps Rs PsInterest Accrued on Bank Deposit 1,74,579.00 9,877.00 Interest accrued on loans 26,93,870.00 11,44,756.65 Other Current Assets 84,814.00 59,987.00 Total 29,53,263.00 12,14,620.65

17

31.03.2019 31.03.2018Par�culars Rs Ps Rs Ps

10,18,72,263.41 8,26,93,338.00 64,06,000.00 1,02,51,575.93

Total 10,82,78,263.41 9,29,44,913.93

CASH AND CASH EQUIVALENTS

Current

OTHER CURRENT ASSETS

Fixed Deposit of Rs.2500000 with remaining maturity less than twelve months from balance sheet dateof Nabasamrudhi Finance Limited as cash collateral security.

is lien marked in favour of

REVENUE FROM OPERATION

Interest on Loan

OTHER ASSETS

Non current bank deposits

Others

SME

Non - Current Current

BusinessLoanProperty LoanHousing LoanInfrastructure LoanOthersReal Estate LoanMicro loansSME

Secured and Considered doub�ul

Non - Current Current Unsecured and Considered doub�ul

Business LoanOthers

SME

Processing fee

Unsecured and Considered Good

For the Year ended

Business Loan

Par�culars

Non - Current

82

18

31.03.2019 31.03.2018Particulars Rs Ps Rs Ps

3,13,471.00 2,51,797.00 5,59,493.05 7,68,637.55

Total 8,72,964.05 10,20,434.55

19

Particulars 31.03.2019 31.03.2018 Rs Ps Rs Ps

1,80,04,599.00 1,01,09,774.00 Total 1,80,04,599.00 1,01,09,774.00

20


98,08,014.00 94,61,516.00 on Banks borrowings and other borrowings 1,76,16,126.00 56,21,721.00

5,75,000.00 8,02,868.00 Total 2,79,99,140.00 1,58,86,105.00

2121.1


7,00,851.45 2,59,058.70 1,56,000.00 1,29,000.00 2,10,992.16 1,74,013.06 4,28,832.29 6,03,363.30

15,016.00 1,19,636.00 1,23,677.48 1,03,112.00

28,62,189.32 20,15,018.52 Rent 19,04,832.00 12,22,250.00

68,768.22 51,914.89 6,12,380.69 4,95,375.32

84,494.00 99,195.58 11,95,900.00 9,55,600.00

2,94,000.00 2,14,000.00 CSR Expenditure 6,60,000.00 - Donations 25,000.00 -

35,66,963.28 10,74,748.39 Total 1,29,09,896.89 75,16,285.76

21.2 (Refer note 23)31.03.2019 31.03.2018

Rs Ps Rs Ps9,548.00 6,95,231.23

Provision for Non performing Assets 50,30,000.00 Provision for Restructured Assets:


70,29,413.00 6,95,231.23

Provisions and Write Offs

Salaries &wages

For the Year ended

For the Year ended

For the Year ended

For the Year ended

OTHER INCOME

Bank Charges

Electricity ChargesPayment to Auditors

Office ExpensesPostage & CourierPrinting & Stationery

Telephone & internet chargesTravelling ExpensesInsurance Paid

Interest received on deposits

FINANCE COSTS

Other expenses

Professional Service Charges

Provision for Standard Assets

Directors sitting fees

EMPLOYEE BENEFIT EXPENSES

Interest:

OTHER EXPENSES

Other borrowing costs

on Debentures

Other non operative Income

For the Year ended

Commission paid


83

21.3


1,00,000.00 80,000.00 25,000.00 20,000.00

31,000.00 29,000.00 Total 1,56,000.00 1,29,000.00

21.4

a. Gross amount required to be spent by the Company during the year is Rs. 6,60

In cashYet to be paid in cash Total

6,60,000.00 6,60,000.00

22


A. 2,94,24,009.23 4,23,94,871.76 B. Weighted average number of Equity Shares for computing Basic Earnings Per Share 28957012 26283288C. Add Potential number of equity shares that would arise on exercise of warrants 119475 1,19,475.00

Weighted average number of Equity Shares for computing Diluted Earnings Per Share 29076487 26402763D Basic Earnings per Share (A /B) 1.02 1.61E Diluted Earning per share 1.00 1.61F Face value per Equity Share 10.00 10.00

Payment to statutory Auditors

As per Section 135 of the Companies Act 2013, a company, meeting the applicability theshold, needs to spend atleast 2% of its average net profit for the immediately preceding three financial years on Corporate Social Responsibility (CSR) activities. The areas for CSR

b. Amount spent during the year on:

Particulars

1. Construction/ acquisition of any asset

2. On purposes other than (1) above

Other Services

Corporate Social Responsibility (CSR)

For the Year ended

For the Year ended

EARNINGS PER SHARE

Tax audit feeAudit fee

Net profit after tax as per Statement of Profit and Loss attributable to

2323.1

23.2

(i) SubsidiariesGosree Insurance and Broking Services (P) Ltd

Gosree Investment and Risk Services (P) Ltd

(ii) Key Managerial Personnel;Mr. P.G. Jayakumar Managing Director and Chief Executive Officer

Mr. Alexander Kurian Chief Financial Officer (Till January)Ajith Prasad Chief Financial Officer (Appointed on 05.01.2019) Jagadeesan Thazhathuveetil sankunny menon Managing Director (w.e.f 04-11-2017)VISAKH T V Company Secretary(w.e.f 01.02.2018)

(iii) Relatives of Key Managerial Personnel;Jayalekshmi S Wife of Managing DirectorElizabeth Kurian Daughter of Chief Financial Officer (Alexander Kurian)

(v) Individuals along with relatives having significant influence over the company

Mohanachandran Nair, Ushasree K R, Abhijith Mohan, Abhaya Mohan, Dr. Roopak Chandran, Anjana Mohan

Particulars

31.03.2019 31.03.2018 31.03.2019 31.03.2018 31.03.2019 31.03.2018 31.03.2019 31.03.2018 Rs Ps Rs Ps Rs Ps Rs Ps Rs Ps Rs Ps Rs Ps Rs Ps

Loans and AdvancesLoans and Advances given during the year - - 3,00,239.00 - - - - Loans and Advances Repaid during the year - 15000.00 - - - - - - Receivable 64549.00 - 3,00,239.00 - - InvestmentsGosree Insurance Broking Services Private Limited 1,04,91,000.00 69,91,000.00 - - - - - - Gosree Investments and Risk Services Private Limited. 93,000.00 93,000.00 - - - - - - Total 1,05,84,000.00 70,84,000.00 Reimbursement of expenses 1,71,861.00 - Remuneration Paid

P.G. Jayakumar - - 48,00,000.00 3600000.00 - - - - Alexander Kurian(till january) - - 4,56,452.00 600000.00 - - - - Ajith Prasad(Appointed on 05.01.2019) - - 2,09,355.00 0.00 - - - - T.S Jagadeesan

- - 36,00,000.00 980000.00 - - - -

VISAKH T V - - 5,40,000.00 90000.00 - - - - Total 96,05,807.00 52,70,000.00 Debentures RedeemedElizabeth Kurian George - - - - 8500000.00 85,00,000.00 - -

Debentures IssuedElizabeth Kurian George - - - - - 85,00,000.00 - - Jayalekshmi S - - - - 800000.00 400000.00 - - Total - 8,00,000.00 89,00,000.00 - - Debenture OUTSTANDING BALANCE 1600000.00 93,00,000.00 Rent PaidAlexander Kurian

- - 8,00,000.00 1200000.00 - - Total 8,00,000.00 12,00,000.00

RELATED PARTY DISCLOSURERelated Party TransactionsDisclosure of transactions with Related Parties as required by Accounting Standard -18 on Related Party Disclosures as prescribed by Companies (Accounting Standards) Rules,2006.

Subsidiary Company Key Management Personnel Relatives of Key Management PersonnelIndividuals and relatives having

significant control over the company

RELATED PARTY DISCLOSURE

84

2323.1

23.2

(i) SubsidiariesGosree Insurance and Broking Services (P) Ltd

Gosree Investment and Risk Services (P) Ltd

(ii) Key Managerial Personnel;Mr. P.G. Jayakumar Managing Director and Chief Executive Officer

Mr. Alexander Kurian Chief Financial Officer (Till January)Ajith Prasad Chief Financial Officer (Appointed on 05.01.2019) Jagadeesan Thazhathuveetil sankunny menon Managing Director (w.e.f 04-11-2017)VISAKH T V Company Secretary(w.e.f 01.02.2018)

(iii) Relatives of Key Managerial Personnel;Jayalekshmi S Wife of Managing DirectorElizabeth Kurian Daughter of Chief Financial Officer (Alexander Kurian)

(v) Individuals along with relatives having significant influence over the company

Mohanachandran Nair, Ushasree K R, Abhijith Mohan, Abhaya Mohan, Dr. Roopak Chandran, Anjana Mohan

Particulars

31.03.2019 31.03.2018 31.03.2019 31.03.2018 31.03.2019 31.03.2018 31.03.2019 31.03.2018 Rs Ps Rs Ps Rs Ps Rs Ps Rs Ps Rs Ps Rs Ps Rs Ps

Loans and AdvancesLoans and Advances given during the year - - 3,00,239.00 - - - - Loans and Advances Repaid during the year - 15000.00 - - - - - - Receivable 64549.00 - 3,00,239.00 - - InvestmentsGosree Insurance Broking Services Private Limited 1,04,91,000.00 69,91,000.00 - - - - - - Gosree Investments and Risk Services Private Limited. 93,000.00 93,000.00 - - - - - - Total 1,05,84,000.00 70,84,000.00 Reimbursement of expenses 1,71,861.00 - Remuneration Paid

P.G. Jayakumar - - 48,00,000.00 3600000.00 - - - - Alexander Kurian(till january) - - 4,56,452.00 600000.00 - - - - Ajith Prasad(Appointed on 05.01.2019) - - 2,09,355.00 0.00 - - - - T.S Jagadeesan

- - 36,00,000.00 980000.00 - - - -

VISAKH T V - - 5,40,000.00 90000.00 - - - - Total 96,05,807.00 52,70,000.00 Debentures RedeemedElizabeth Kurian George - - - - 8500000.00 85,00,000.00 - -

Debentures IssuedElizabeth Kurian George - - - - - 85,00,000.00 - - Jayalekshmi S - - - - 800000.00 400000.00 - - Total - 8,00,000.00 89,00,000.00 - - Debenture OUTSTANDING BALANCE 1600000.00 93,00,000.00 Rent PaidAlexander Kurian

- - 8,00,000.00 1200000.00 - - Total 8,00,000.00 12,00,000.00

RELATED PARTY DISCLOSURERelated Party TransactionsDisclosure of transactions with Related Parties as required by Accounting Standard -18 on Related Party Disclosures as prescribed by Companies (Accounting Standards) Rules,2006.

Subsidiary Company Key Management Personnel Relatives of Key Management PersonnelIndividuals and relatives having

significant control over the company

RELATED PARTY DISCLOSURE

Rent DepositAlexander Kurian

0 300000Total - 3,00,000.00 Equity Shares IssuedElizabeth Kurian George - - - - - - - B. Mohanachandran Nair - - - - - - - 2400000.00K. Ushasree - - - - - - - 1800000.00Abhijith Mohan - - - - - - - 9360000.00Abhaya Mohan - - - - - - - 9360000.00Anjana Mohan - - - - - - - 9360000.00Roopak Chandran - - - - - - - 9360000.00P.G. Jayakumar - - - 1200000.00T S JAGADEESAN - - 7,50,000.00 - AJITH PRASAD - - 75,000.00 JAYALEKSHMI S - - 15,00,000.00 Total - - 8,25,000.00 12,00,000.00 15,00,000.00 - - 4,16,40,000.00


85

24

24.1 Loan Classification and Provision for Assets

1 Secured and Unsecured Loans

As on 31-03-2019 As on 31-03-2018 As on 31-03-2019 As on 31-03-2018 As on 31-03-2019 As on 31-03-2018

A Business Loan Rs Ps Rs Ps Rs Ps Rs Ps Rs Ps Rs Ps

(i) Standard Asset 39,46,45,680.00 54,58,91,887.00 9,86,614.00 13,64,730.00 39,36,59,066.00 54,45,27,157.00

(ii)Substandard Asset 1,03,00,000.00 10,30,000.00 92,70,000.00 -

(iii)

Restructured Standard Asset - - -

(iv)

Restructured Sub standard Asset - - - -

40,49,45,680.00 54,58,91,887.00 20,16,614.00 13,64,730.00 40,29,29,066.00 54,45,27,157.00

As on 31-03-2019 As on 31-03-2018 As on 31-03-2019 As on 31-03-2018 As on 31-03-2019 As on 31-03-2018B Property

loan/ Mortgage Loan

Rs Ps Rs Ps Rs Ps Rs Ps Rs Ps Rs Ps

(i) Standard Asset 2,94,53,199.00 2,90,13,004.00 73,633.00 72,534.00 2,93,79,566.00 2,89,40,470.00

(ii)Substandard Asset - - - -

(iii)

Restructured Standard Asset - - - -

(iv)


2,94,53,199.00 2,90,13,004.00 73,633.00 72,534.00 2,93,79,566.00 2,89,40,470.00

As on 31-03-2019 As on 31-03-2018 As on 31-03-2019 As on 31-03-2018 As on 31-03-2019 As on 31-03-2018C

Housing Loan Rs Ps Rs Ps Rs Ps Rs Ps Rs Ps Rs Ps

(i)Standard Asset 9,96,411.00 2,491.00 9,93,920.00 -


(iii)


(iv)


9,96,411.00 - 2,491.00 - 9,93,920.00 -

Gross Loan Outstanding Provision for assets

Additional Disclosure as per RBI Prudential Norms

As per "Non-Banking Financial Company - Non-Systemically Important Non-Deposit taking Company (Reserve Bank) Directions, 2016", (RBI/DNBR/2016-17/44, Master Direction DNBR.PD.007/03.10.119/2016-17 ) the Company is required to make a provision for standard assets at 0.25 percent of the outstanding. Provision has also to be made on the outstanding balance of non performing assets, restructured standard assets and restructured sub-standard assets at 10%, 5% and 10% respectively. The details of the provision for the year is provided as under:

Particulars Net Loan Outstanding

86

As on 31-03-2019 As on 31-03-2018 As on 31-03-2019 As on 31-03-2018 As on 31-03-2019 As on 31-03-2018D Infrastructure

Loans Rs Ps Rs Ps Rs Ps Rs Ps Rs Ps Rs Ps

(i) Standard Asset 87,50,358.00 21,876.00 87,28,482.00

(ii)Substandard Asset - - -

(iii)


(iv)

Restructured Sub standard Asset - - -

87,50,358.00 - 21,876.00 - 87,28,482.00 -

As on 31-03-2019 As on 31-03-2018 As on 31-03-2019 As on 31-03-2018 As on 31-03-2019 As on 31-03-2018E

Other Loans Rs Ps Rs Ps Rs Ps Rs Ps Rs Ps Rs Ps

(i) Standard Asset 40,15,690.00 10,039.00 40,05,651.00 -


(iii)

Restructured Standard Asset 31,95,157.00 1,59,758.00 30,35,399.00 -

(iv)


72,10,847.00 - 1,69,797.00 - 70,41,050.00 -

As on 31-03-2019 As on 31-03-2018 As on 31-03-2019 As on 31-03-2018 As on 31-03-2019 As on 31-03-2018F Real Estate


(i) Standard Asset 2,01,94,131.00 50,485.00 2,01,43,646.00 -


(iii)


(iv)


2,01,94,131.00 - 50,485.00 - 2,01,43,646.00 -

As on 31-03-2019 As on 31-03-2018 As on 31-03-2019 As on 31-03-2018 As on 31-03-2019 As on 31-03-2018G

Micro Loans Rs Ps Rs Ps Rs Ps Rs Ps Rs Ps Rs Ps

(i) Standard Asset 1,24,04,484.00 31,011.00 1,23,73,473.00 -


(iii)


(iv)


1,24,04,484.00 - 31,011.00 - 1,23,73,473.00 -



(i) Standard Asset 87,50,358.00 21,876.00 87,28,482.00


(iii)


(iv)

Restructured Sub standard Asset - - -

87,50,358.00 - 21,876.00 - 87,28,482.00 -



(i) Standard Asset 40,15,690.00 10,039.00 40,05,651.00 -


(iii)

Restructured Standard Asset 31,95,157.00 1,59,758.00 30,35,399.00 -

(iv)


72,10,847.00 - 1,69,797.00 - 70,41,050.00 -



(i) Standard Asset 2,01,94,131.00 50,485.00 2,01,43,646.00 -


(iii)


(iv)


2,01,94,131.00 - 50,485.00 - 2,01,43,646.00 -



(i) Standard Asset 1,24,04,484.00 31,011.00 1,23,73,473.00 -


(iii)


(iv)


1,24,04,484.00 - 31,011.00 - 1,23,73,473.00 -


87

As on 31-03-2019 As on 31-03-2018 As on 31-03-2019 As on 31-03-2018 As on 31-03-2019 As on 31-03-2018H

SME LoansRs Ps Rs Ps Rs Ps Rs Ps Rs Ps Rs Ps

(i) Standard Asset 10,82,65,209.00 2,70,663.00 10,79,94,546.00 -

(ii)Substandard Asset 4,00,00,000.00 40,00,000.00 3,60,00,000.00 -

(iii)

Restructured Standard Asset 2,97,25,622.00 14,86,281.00 2,82,39,341.00 -

(iv)

Restructured Sub standard Asset 34,38,257.00 3,43,826.00 30,94,431.00 -

18,14,29,088.00 61,00,770.00 17,53,28,318.00

66,53,84,198.00 57,49,04,891.00 84,66,677.00 14,37,264.00 65,69,17,521.00 57,34,67,627.00 24.2

Par�culars

LIABILITIES SIDE Amount

outstanding as on 31.03.2019

Amount overdue as on 31.03.2019

Amount outstanding as on

31.03.2018


1

6,96,37,618.00 - 7,69,80,356.00 - 2,04,00,000.00 1,67,50,000.00

- - - -

8,76,76,549.00 10,02,36,499.00 - - - -

- - - - - - - -

Bank (Short term) 7,86,11,629.28 5,23,84,253.12 2

Nil Nil

ASSETS SIDE3

(a) Secured 52,26,97,450.00 50,67,28,155.00

13,46,19,052.30 6,81,76,736.00

4 NIL NIL NIL NIL

(i)

(ii)

(iii)

(b) In the form of partly secured debentures i.e. debentures where there is a shor�all in the value of security (c) Other public deposits

(b) Deferred Credits

(b) Unsecured

Lease assets including lease rentals under sundry debtors : (a) Financial Lease

(a) In the form of Unsecured debentures

(g) Other Loans (specify nature)

Disclosure of details as required by Revised Para 18 of "Non-Banking Financial Company - Non-Systemically Important Non-Deposit taking Company (Reserve Bank) Direc�ons, 2016".

(b) Opera�ng LeaseStock on hire including hire charges under sundry debtors(a) Assets on hire

(b) Repossessed AssetsOther loans coun�ng towards asset financing ac�vi�es (a) Loans where assets have been repossessed (b) Loans other than (a) above

(e) Commercial Paper

(f) Public deposits

(c) Term Loans

(d) Inter-corporate loans and borrowing

Break up of I (f) above (Outstanding public deposits inclusive of interest accrued thereon but not paid)

- Unsecured (a) Debentures - Secured

Amount outstanding

Break up of Leased Assets and stock on hire and other assets coun�ng towards asset financing ac�vi�es

Break-up of Loans and Advances including bills receivables [other than those included in (4) below] :

Schedule to the Balance Sheet

Loans and advances availed by the non-banking financial company inclusive of interest accrued thereon but not paid:

88

5 Break-up of Investments :

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

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

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

1,05,84,000.00 0 70,84,000.00 0- - - - - - - - - -

6Secured Unsecured Total

31.03.2019 31.03.2019 31.03.2019- - - - - -

- - - - - -

52,26,97,450.00 13,46,19,052.30 65,73,16,502.30 Total 52,26,97,450.00 13,46,19,052.30 65,73,16,502.30

7

Market Value/Break up or fair value or NAV

Book Value (Net of Provisions)

1,05,84,000.00 1,05,84,000.00 - - - - - -

Total

8Par�culars As on 31.03.2019 As on 31.03.2018

Rs Ps Rs Ps 5,37,38,257.00 -

- - 5,37,38,257.00 - 4,83,64,431.00 -

- - 4,83,64,431.00 -

- -

Current Investments :

(v) Others (please specify)

(iii) Units of mutual funds

(b) Preference(ii) Debentures and Bonds(iii) Units of mutual funds

(iii) Assets acquired in sa�sfac�on of debt

(ii) Net Non-Performing Assets

(b) Other than related par�es(a) Related par�es

(i) Shares : (a) Equity (b) Preference

(iv) Government Securi�es

2 Unquoted :(i) Shares : (a) Equity (b) Preference


(ii) Debentures and Bonds

Amount as on 31.03.2019

Category

Borrower group-wise classifica�on of assets financed as in (3) and (4) above :

Long Term investments :


1. Quoted :

(ii) Debentures and Bonds(iii) Units of mutual funds(iv) Government Securi�es(v) Others (please specify)

(i) Shares : (a) Equity (b) Preference(ii) Debentures and Bonds(iii) Units of mutual funds(iv) Government Securi�es(v) Others (please specify)2. Unquoted :

(a) Related par�es(b) Other than related par�es

1. Related Par�es (a) Subsidiaries (b) Companies in the same group

2. Other than related par�es (c) Other related par�es

1. Related Par�es (a) Subsidiaries (b) Companies in the same group (c) Other related par�es

Investor group-wise classifica�on of all investments (current and long term) in shares and securi�es (both quoted and unquoted):

Other Informa�on

Category

1 Quoted :(i) Shares : (a) Equity

2. Other than related par�es

(i) Gross Non-Performing Assets

1,05,84,000.00 1,05,84,000.00


89

24.3

Sl. No.

Type of Restructuring

Asset Classification S t a n d a r d

S u b - S t a n d a r d D o u b t f u l L o s s T o t a l

Details1 Restructured

Accounts as on April 1 of the FY (opening figures)* No. of borrowers

Amount outstanding

Provision thereon2 Fresh

restructuringduring the year No. of borrowers 3 1 3

Amount outstanding 3,29,20,779.00 34,38,257.00 3,63,59,036.00

Provision thereon 1646039 343826 19,89,865.00 3

Upgradationsto restructuredstandardcategoryduring theFY No. of borrowers

Amount outstanding

Provision thereon4

Restructuredstandardadvanceswhich cease toattract higherprovisioningand / oradditional riskweightat the end ofthe FYand henceneed not beshown asrestructuredstandardadvances atthebeginning ofthe nextFY No. of borrowers

Disclosure of Restructured Accounts

Others


90

Amount outstanding

Provision thereon5

restructuredaccountsduring the FY No. of borrowers

Amount outstanding

Provision thereon6

Write-offs ofrestructuredaccountsduring the FY No. of borrowers

Amount outstanding

Provision thereon7 Restructured

Accounts asonMarch 31 ofthe FY(closingfigures*) No. of borrowers 3 1 4

Amount outstanding 32920779 3438257 36359036

Provision thereon 1646039 343826 1989865

25

As per our separate report of even date a�achedFor Krishnamoorthy & KrishnamoorthyChartered Accountants For and on behalf of the Board(Registra�on No: 001488S)

P.G. Jayakumar Managing Director Director

R.Venugopal Din :03390963 Din :6598286Partner M No 202632KochiDate: 13.07.2019


Previous year’s figures have been regrouped and reclassified wherever necessary to conform to the current year’s classifica�on.

* Excluding the figures of Standard Restructured Advances which do not a�ract higher provisioning or risk weight (if applicable).

Downgrada-�ons of

Sd/-

Sd/- Sd/-

M G Menon

Ajith Prasad G S Jagadeesan T SChief Financial Officer Managing Director

Din :6775429

Sd/-

Sd/-

Sd/-


91

Opinion

We have audited the accompanying of GOSREE FINANCE LIMITED (hereinafter referred to as “the Holding Company”) and its two subsidiaries (the Holding Company and its subsidiaries together referred to as the “the Group”) which comprise the Consolidated Balance Sheet as at 31st March 2019, the Consolidated Statement of Profit and Loss, the Consolidated Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information (hereinafter referred to as “the consolidated financial statements”).

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid consolidated 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, of the state of affairs of the Company as at March 31, 2019, and profit and its cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Companies Act, 2013. Our responsibilities under those Standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Companies Act, 2013 and the Rules there under, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Responsibility of Management for the Consolidated 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 consolidated 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. The respective Board of Directors of the companies included in the Group are responsible for maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Group and for preventing and detecting frauds and other irregularities; selection and application of appropriate implementation and maintenance of accounting policies; making judgments and estimates that are reasonable 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 consolidated financial statement that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, the respective management of the companies included in the Group are responsible for assessing the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.

The respective Board of Directors of the companies included in the Group are also responsible for overseeing the company’s financial reporting process.

INDEPENDENTAUDITOR’SREPORTTOTHEMEMBERSOFGOSREEFINANCELIMITEDReportontheAuditoftheConsolidatedFinancialStatements

92


Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.


• Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.



• Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the consolidated

financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.


We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards




b. In our opinion proper books of account as required by law relating to preparation of aforesaid consolidated financial statements have been kept by the Company so far as appears from our examination of those books.

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

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

e. On the basis of written representations received from the directors as on 31 March 2019, and taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2019, from being appointed as a director in


93

terms section 164 (2) of the Act.

f. 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 A”.

g. With respect to the other matters to be included in the Auditor’s Report in accordance with the requirements of section 197(16) of the Act, in our opinion and to the best of our information and according to the explanations given to us, the remuneration paid by the Company to its directors during the year is in accordance with the provisions of section 197 of the Act.


(i) Group does not have any pending litigations which would impact its financial position;

(ii) The Group is not having any long-term contracts including derivative\ contracts for which there were any material foreseeable losses.

(iii) There were no amounts which are required to be transferred to the Investor Education and Protection Fund by the Group.

For Krishnamoorthy and KrishnamoorthyChartered AccountantsFirm Reg No.001488S

Sd/-R.VenugopalPartnerMembership No.202632Kochi13.07.2019

Annexure - A to the Auditors’ Report



In conjunction with our audit of the consolidated financial statements of Gosree Finance Limited (“hereinafter referred to as “the Holding Company”) and its two subsidiaries, which are companies incorporated in India, (the Holding Company and its subsidiaries together referred to as “the Group”) as of and for the year ended March 31, 2019, we have audited the internal financial controls over financial reporting of the Group, as of that date.


The Board of Directors of the Company and its subsidiary companies are 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 (‘ICAI’). 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’s 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.


Our responsibility is to express an opinion on the Group’s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the “Guidance Note”) and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of

94

Chartered Accountants of India. 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.


We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company’s internal financial controlsover 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 with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.



Opinion

In our opinion, the Holding Company and its subsidiary companies, which are companies incorporated in India have, in all material respects, an adequate internal financial controls over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31st March 2019, 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.



Firm Reg No.001488S

Sd/-

R.Venugopal

Partner


Kochi

13.07.2019


95

As at 31.03.2019

As at 31.03.2018


1 Shareholders' Fundsa. Share Capital 3 31,93,99,340.00 26,55,00,000.00 b. Reserves and Surplus 4 10,75,21,523.26 7,19,67,921.09 c.Minority Interest 5 11,228.14 13,165.90 c. Money recieved against share warrants 6 15,77,070.00 15,77,070.00

42,85,09,161.40 33,90,58,156.99 2

Non Current Liabili�es a. Long Term Borrowings 7 13,26,83,478.71 13,37,75,041.28 b. Deferred tax Liability 8 1,11,632.00

3 13,26,83,478.71 13,38,86,673.28 Current Liabili�esa. Short Term Borrowings 9 7,94,11,629.28 5,25,74,253.12 b. Other Current Liability 10 4,69,40,487.39 6,20,12,757.59 c. Short Term Provision 11 84,66,675.23 41,07,510.23

13,48,18,791.90 11,86,94,520.94

Total 69,60,11,432.01 59,16,39,351.21 II

1 ASSETSNon-Current Assetsa. Property, Plant & Equipment 12 92,44,368.01 65,18,523.13 b. Intangible Assets 12 4,03,206.39 1,82,743.92 d. Deferred Tax Asset 8 7,67,350.00 d. Long term loans and advances 13 20,36,11,441.55 23,56,30,948.28 e. Other Assets 14 40,86,221.00 39,96,520.00

2 21,81,12,586.95 24,63,28,735.33 Current assetsa Cash and Cash Equivalents 15 1,02,79,268.50 37,72,696.55 b. Trade Receivables 16 6,49,817.09 2,32,594.59 b. Short term Loans and Advances 17 46,37,33,781.45 33,99,90,437.72 c. Other Current Assets 13 32,35,978.02 13,14,887.02

47,78,98,845.06 34,53,10,615.88

Total 69,60,11,432.01 59,16,39,351.21

Significant Accoun�ng Policies and Notes on Accounts 1,2

and 24-26

The accompanying notes are an integral part of the financial statements.As per our separate report of even date a�achedFor Krishnamoorthy & KrishnamoorthyChartered Accountants (Registra�on No: 001488S) P.G. Jayakumar M G Menon


R.VenugopalPartner Ajith Prasad G S Jagadeesan T SM No 202632 Chief Financial Officer Managing DirectorKochi Din :677542913.07.2019


PARTICULARSNote

no

GOSREE FINANCE LIMITED AND ITS SUBSIDIARIES

Consolidated Balance Sheet as at 31st March 2019


Sd/-

Sd/- Sd/-

Sd/-

Sd/-

Sd/-

96



Rs Ps Rs PsI INCOME

a. Income from opera�on 18 11,05,32,183.43 9,38,62,695.33 b.Other Income 19 11,44,413.43 12,33,808.70 Total Revenue ( a + b) 11,16,76,596.86 9,50,96,504.03

ll EXPENSESa. Employee Benefit Expenses 20 2,09,84,607.00 1,19,49,432.00 b. Finance Costs 21 2,80,18,046.00 1,58,86,642.00 c. Deprecia�on and Amor�za�on Expenses 12 11,05,237.78 7,60,640.16 d. Other Expenses 22 2,11,54,558.66 91,76,262.88 Total Expenses ( a + b + c + d) 7,12,62,449.44 3,77,72,977.04

lll Profit/(Loss) before tax (I - II) 4,04,14,147.42 5,73,23,526.99 IV Tax expense:

a. Current tax 1,36,78,848.00 1,66,07,110.00 b. Deferred Tax (8,78,982.00) 74,417.00 c. Prior Period Taxes -

V Profit for the Year (lll - lV) 27614281.41 40641999.99VI Less: Share of Profit/(Loss) of Subsidiaries for the year

transferred to Minority Interest(2946.77) (518.21)

VII Profit for the Year a�er Minority Interest (V-VI) 27617228.19 40642518.20VI Earnings per share(Basic/Diluted) (in Rs)

(Basic EPS) (in Rs) 23 0.95 1.55 (Diluted EPS) (in Rs) 23 0.94 1.54

Significant Accoun�ng Policies and Notes on Accounts 1,2 and 24-26


P.G. Jayakumar M G MenonManaging Director DirectorDin :03390963 Din :6598286

R.VenugopalPartner M No 202632 Ajith Prasad G S Jagadeesan T SKochi Chief Financial Officer Managing Director13.07.2019 Din :6775429


PARTICULARS Note no


Consolidated Statement of Profit and Loss for the period ended 31st March 2019


Sd/-

Sd/- Sd/-

Sd/-

Sd/-

Sd/-


97

Par�culars31.03.2019 31.03.2018





Interest Income (5,83,460.38) (4,64,955.96)





Decrease / (increase) in other non current assets (89,701.00) (39,96,520.00)

Decrease / (increase) in other current assets (24,02,862.50) (36,133.61)



















Cash and cash equivalents at the beginning of the year 37,72,696.55 11,39,51,317.28 Cash and cash equivalents at the end of the year 1,02,79,268.50 37,72,696.55


With banks 1,02,72,073.90 37,59,271.05 Total cash and cash equivalents 1,02,79,268.50 37,72,696.55



R.VenugopalR.VenugopalSd/-

Sd/- Sd/-

Sd/-

Sd/-

Sd/-Partner Ajith Prasad G S Jagadeesan T SM No 202632 Chief Financial Officer Managing DirectorKochi Din :677542913.07.2019


GOSREE FINANCE LIMITED AND ITS SUBSIDIARIESCONSOLIDATED CASH FLOW STATEMENT FOR THE YEAR ENDED 31st MARCH 2019

For the year ended

98

Par�culars31.03.2019 31.03.2018





Interest Income (5,83,460.38) (4,64,955.96)





Decrease / (increase) in other non current assets (89,701.00) (39,96,520.00)

Decrease / (increase) in other current assets (24,02,862.50) (36,133.61)



















Cash and cash equivalents at the beginning of the year 37,72,696.55 11,39,51,317.28 Cash and cash equivalents at the end of the year 1,02,79,268.50 37,72,696.55


With banks 1,02,72,073.90 37,59,271.05 Total cash and cash equivalents 1,02,79,268.50 37,72,696.55



R.VenugopalR.VenugopalSd/-

Sd/- Sd/-

Sd/-

Sd/-

Sd/-Partner Ajith Prasad G S Jagadeesan T SM No 202632 Chief Financial Officer Managing DirectorKochi Din :677542913.07.2019


GOSREE FINANCE LIMITED AND ITS SUBSIDIARIESCONSOLIDATED CASH FLOW STATEMENT FOR THE YEAR ENDED 31st MARCH 2019

For the year ended


99

Note No:

1

b)

c)

d)


2.1

2.2

2.3

A.

B.

C.

2.4A.


2.5

2.6

BASIS OF PREPARATION

Basis of Accoun�ng

Use of Es�mates

Revenue Recogni�on

Employee Benefits


The financial statements of the Company are prepared in accordance with the Generally Accepted Accoun�ng Principles in India (Indian GAAP). The financial statements are prepared to comply with the Accoun�ng Standards specified under Sec�on 133 of the Companies Act, 2013, read with Rule 7 of the Companies (Accounts) Rules, 2014 and also the guidelines issued by Reserve bank of India as applicable to Non-Systemically Important Non-Deposit taking Non Banking Finance Company.

The Financial Statements are prepared under the historical cost conven�on, on accrual basis of accoun�ng.



The prepara�on of financial statements in conformity with the Generally Accepted Accoun�ng Principles (GAAP) requires management to make es�mates and assump�ons to be made that effects the reported amounts of revenue, expenses, assets and liabili�es at the end of repor�ng period. The es�mates and assump�ons used in these financial statements are based upon the management evalua�on of the relevant facts and circumstances as of the date of the financial statements. The differences between actual result and es�mates are recognized in the period in which the results are known/materialized.

Revenue is recognized to the extent that it is probable that economic benefits will flow to the company and the revenue can be reliably measured. The revenue recogni�on is as under:

Income from services is recognized as per the terms of contract on accrual basis. Revenue is recognized on accrual basis to the extent it is realizable (except when there are significant uncertain�es).

The consolidated financial statements of Gosree Finance Limited (The Company) and its subsidiaries Gosree Insurance Broking Services Private Limited and Gosree Investments and Risks Private Limited, collec�vely referred to as the 'Group' have been prepared in accordance with Accoun�ng Standard - 21 (AS 21), "Consolidated Financial Statements" no�fied under the Companies (Accoun�ng Standards) Rules, 2006.

Property, plant & equipment are stated at cost less deprecia�on. Cost comprises the purchase price and any a�ributable cost of bringing the asset to its working condi�on for its intended use.

Borrowing Costs




Significant Accoun�ng Policies & Notes on Accounts

Borrowing cost includes interest and amor�za�on of ancillary costs incurred in connec�on with the arrangement of borrowings. Borrowing costs directly a�ributable to the acquisi�on, construc�on or produc�on of an asset that necessarily takes a substan�al period of �me to get ready for its intended use or sale are capitalized as part of the cost of the respective asset. All other borrowing costs are expensed in the period they occur.

Interest on deposits is recognized on a �me propor�on basis taking into account the amount outstanding and the rate applicable.

PRINCIPLES OF CONSOLIDATION

The consolidated financial statements of the Group relate to the holding company Gosree Finance Limited ("the company") and its subsidiary companies. The consolidated financial statements have been prepared on the following basis:The financial statements of the company and its subsidiary companies are combined on a line-by-line basis by adding together the book value of like items of assets, liabili�es, income and expenses as per fully elimina�ng intra-group balances and intra-group transac�ons resul�ng in unrealized profit or losses in accordance with Accoun�ng Standard (AS) 21- "Consolidated Financial Statements"

a)

The difference between the carrying cost of the investment in the subsidiary companies, over the net assets at the �me of acquisi�on of shares in the subsidiary companies en�ty is recognized as goodwill/capital reserve as the case maybe.Goodwill arising on consolida�on is not amor�sed, but tested for impairment on periodic basis and impairement loss, if any, is recognised.

The consolidated financial statements are prepared using uniform accoun�ng policies for like transac�ons and other events in similar circumstances and are presented to the extent possible, in the same manner as the company's separate financial statements except as otherwise stated elsewhere in this schedule.

100

2.7

2.8



5Software 3

2.9

2.10

2.11

2.12

2.13 Leases

2.14


(ii)

(iii)








Intangible Assets

Taxes on Income

Segment Reporting




Depreciation


Office equipment


Investments



Earnings per share


Note No:

1

b)

c)

d)


2.1

2.2

2.3

A.

B.

C.

2.4A.


2.5

2.6

BASIS OF PREPARATION

Basis of Accoun�ng

Use of Es�mates

Revenue Recogni�on

Employee Benefits


The financial statements of the Company are prepared in accordance with the Generally Accepted Accoun�ng Principles in India (Indian GAAP). The financial statements are prepared to comply with the Accoun�ng Standards specified under Sec�on 133 of the Companies Act, 2013, read with Rule 7 of the Companies (Accounts) Rules, 2014 and also the guidelines issued by Reserve bank of India as applicable to Non-Systemically Important Non-Deposit taking Non Banking Finance Company.

The Financial Statements are prepared under the historical cost conven�on, on accrual basis of accoun�ng.



The prepara�on of financial statements in conformity with the Generally Accepted Accoun�ng Principles (GAAP) requires management to make es�mates and assump�ons to be made that effects the reported amounts of revenue, expenses, assets and liabili�es at the end of repor�ng period. The es�mates and assump�ons used in these financial statements are based upon the management evalua�on of the relevant facts and circumstances as of the date of the financial statements. The differences between actual result and es�mates are recognized in the period in which the results are known/materialized.

Revenue is recognized to the extent that it is probable that economic benefits will flow to the company and the revenue can be reliably measured. The revenue recogni�on is as under:

Income from services is recognized as per the terms of contract on accrual basis. Revenue is recognized on accrual basis to the extent it is realizable (except when there are significant uncertain�es).

The consolidated financial statements of Gosree Finance Limited (The Company) and its subsidiaries Gosree Insurance Broking Services Private Limited and Gosree Investments and Risks Private Limited, collec�vely referred to as the 'Group' have been prepared in accordance with Accoun�ng Standard - 21 (AS 21), "Consolidated Financial Statements" no�fied under the Companies (Accoun�ng Standards) Rules, 2006.

Property, plant & equipment are stated at cost less deprecia�on. Cost comprises the purchase price and any a�ributable cost of bringing the asset to its working condi�on for its intended use.

Borrowing Costs




Significant Accoun�ng Policies & Notes on Accounts

Borrowing cost includes interest and amor�za�on of ancillary costs incurred in connec�on with the arrangement of borrowings. Borrowing costs directly a�ributable to the acquisi�on, construc�on or produc�on of an asset that necessarily takes a substan�al period of �me to get ready for its intended use or sale are capitalized as part of the cost of the respective asset. All other borrowing costs are expensed in the period they occur.

Interest on deposits is recognized on a �me propor�on basis taking into account the amount outstanding and the rate applicable.

PRINCIPLES OF CONSOLIDATION

The consolidated financial statements of the Group relate to the holding company Gosree Finance Limited ("the company") and its subsidiary companies. The consolidated financial statements have been prepared on the following basis:The financial statements of the company and its subsidiary companies are combined on a line-by-line basis by adding together the book value of like items of assets, liabili�es, income and expenses as per fully elimina�ng intra-group balances and intra-group transac�ons resul�ng in unrealized profit or losses in accordance with Accoun�ng Standard (AS) 21- "Consolidated Financial Statements"

a)

The difference between the carrying cost of the investment in the subsidiary companies, over the net assets at the �me of acquisi�on of shares in the subsidiary companies en�ty is recognized as goodwill/capital reserve as the case maybe.Goodwill arising on consolida�on is not amor�sed, but tested for impairment on periodic basis and impairement loss, if any, is recognised.

The consolidated financial statements are prepared using uniform accoun�ng policies for like transac�ons and other events in similar circumstances and are presented to the extent possible, in the same manner as the company's separate financial statements except as otherwise stated elsewhere in this schedule.


101

2.7

2.8



5Software 3

2.9

2.10

2.11

2.12

2.13 Leases

2.14


(ii)

(iii)








Intangible Assets

Taxes on Income

Segment Reporting




Depreciation


Office equipment


Investments



Earnings per share


3As at 31.03.2019 As at 31.03.2018

Par�culars Rs. Ps. Rs. Ps.A. Authorised:

75,00,00,000.00 50,00,00,000.00


31,93,99,340.00 26,55,00,000.00

Total 31,93,99,340.00 26,55,00,000.00

3.1 Terms/Rights a�ached to Equity Shares

3.2

Par�cularsNo. of shares Rs. Ps. No. of shares Rs. Ps.

A 26550000 26,55,00,000.00 17700000 17,70,00,000.00 B 5389934 5,38,99,340.00 8850000 8,85,00,000.00 C 31939934 31,93,99,340.00 26550000 265500000

3.3


2340000 7.33% 2340000 8.81%2340000 7.33% 2340000 8.81%2340000 7.33% 2340000 8.81%2340000 7.33% 2340000 8.81%2340000 7.33% 2340000 8.81%

- - 1500000 5.65%1875000 5.87% - -

4As at 31.03.2019 As at 31.03.2018

Par�culars Rs. Ps. Rs. Ps.A.

1,33,15,237.69 48,36,263.34 58,84,801.85 84,78,974.35

1,92,00,039.54 1,33,15,237.69 B.

4,09,52,683.40 87,89,139.55 2,76,17,228.19 4,06,42,518.20

1,009.02

58,84,801.85 84,78,974.35 1,57,69,979.00

- 32,42,308.00 -

4,36,71,813.72 4,09,52,683.40

As at 31.03.2019


RESERVES & SURPLUS

The company has only one class of equity shares having a par value of Rs.10 per share. Each holder of equity shares is en�tled to one vote per share. In the event of liquida�on of the company, the holders of the equity shares will be en�tled to receive remaining assets of the company, a�er distribu�on of all preferen�al amounts. The distribu�on will be in propor�on to the number of equity shares held by the shareholders.


As at 31.03.2019








As at 31.03.2018

As at 31.03.2018

Dividend Distribu�on Tax


Less : Appropria�on






Reconcilia�on of number of shares

SHARE CAPITAL

7,50,00,000 shares of Rs.10 each (Previous Year 5,00,00,000 shares of Rs.10 each)

Less : Change in Minority Interest


102

3As at 31.03.2019 As at 31.03.2018

Par�culars Rs. Ps. Rs. Ps.A. Authorised:

75,00,00,000.00 50,00,00,000.00


31,93,99,340.00 26,55,00,000.00

Total 31,93,99,340.00 26,55,00,000.00

3.1 Terms/Rights a�ached to Equity Shares

3.2

Par�cularsNo. of shares Rs. Ps. No. of shares Rs. Ps.

A 26550000 26,55,00,000.00 17700000 17,70,00,000.00 B 5389934 5,38,99,340.00 8850000 8,85,00,000.00 C 31939934 31,93,99,340.00 26550000 265500000

3.3


2340000 7.33% 2340000 8.81%2340000 7.33% 2340000 8.81%2340000 7.33% 2340000 8.81%2340000 7.33% 2340000 8.81%2340000 7.33% 2340000 8.81%

- - 1500000 5.65%1875000 5.87% - -

4As at 31.03.2019 As at 31.03.2018

Par�culars Rs. Ps. Rs. Ps.A.

1,33,15,237.69 48,36,263.34 58,84,801.85 84,78,974.35

1,92,00,039.54 1,33,15,237.69 B.

4,09,52,683.40 87,89,139.55 2,76,17,228.19 4,06,42,518.20

1,009.02

58,84,801.85 84,78,974.35 1,57,69,979.00

- 32,42,308.00 -

4,36,71,813.72 4,09,52,683.40

As at 31.03.2019


RESERVES & SURPLUS

The company has only one class of equity shares having a par value of Rs.10 per share. Each holder of equity shares is en�tled to one vote per share. In the event of liquida�on of the company, the holders of the equity shares will be en�tled to receive remaining assets of the company, a�er distribu�on of all preferen�al amounts. The distribu�on will be in propor�on to the number of equity shares held by the shareholders.


As at 31.03.2019








As at 31.03.2018

As at 31.03.2018

Dividend Distribu�on Tax


Less : Appropria�on






Reconcilia�on of number of shares

SHARE CAPITAL

7,50,00,000 shares of Rs.10 each (Previous Year 5,00,00,000 shares of Rs.10 each)

Less : Change in Minority Interest


C. 4,46,49,670.00 1,77,00,000.00

10,75,21,523.26 7,19,67,921.09

5 As at 31.03.2019 As at 31.03.2018 Rs. Ps. Rs. Ps.

16,000.00 16,000.00 (1825.08) (2315.89)

(2946.77) (518.21)

11,228.14 13,165.90

6

As at 31.03.2019 As at 31.03.2018

Par�culars Rs. Ps. Rs. Ps.15,77,070.00 15,77,070.0015,77,070.00 1577070.00

77.1 As at 31.03.2019 As at 31.03.2018 As at 31.03.2019 As at 31.03.2018

Par�culars Rs. Ps. Rs. Ps. Rs. Ps. Rs. Ps.Secured

2,01,199.61 4,48,008.00 2,46,808.39 2,23,409.00

13,30,192.98 17,03,846.00 3,73,653.02 3,46,154.00 - 50,00,000.00 50,00,000.00 1,00,00,000.00

96,12,086.12 2,16,53,187.28 1,20,41,097.88 1,05,70,161.72 1,66,40,000.00 3,33,20,000.00 1,66,80,000.00 1,66,80,000.00 1,75,00,000.00 - 75,00,000.00 -

6,70,00,000.00 5,49,00,000.00 13,00,000.00 2,09,00,000.00 Unsecured

1,04,00,000.00 67,50,000.00 - -

1,00,00,000.00 1,00,00,000.00 - - 13,26,83,478.71 13,37,75,041.28 4,31,41,559.29 5,87,19,724.72

Term Loan From AUSFB

The Board of Directors of the company at their mee�ng held on2.5.2017 and as approved at its Annual General Mee�ng held on 25th May 2017 have resolved to create, offer issue and allot upto 1433700 warrants, conver�ble into 1433700 equity shares of Rs.10/- each on a private placement basis , pursuant to Sec�on 42 and 62 of the companies Act,2013 at a conversion price of Rs.11/- per equity share of the company, These warrants were allo�ed on 25th May 2017 to certain directors and promoter ("the warrant holders") and 10% applica�on money amoun�ng to Rs.1577070/- was received from them. The warrants were to be converted into equivalent number of equity shares on payment of balance amount at any �me with in 4 years from the date of allotment or date of announcement of public offer whichever is earlier. In the event the warrants are not converted into equity shares within the said period, the company is eligible to forfeit or refund without interest the amount received towards warrants.

Reserves & surplus as at the end of the period (A+B+C)

Current maturi�es

Privately placed Subordinated (Tier II)debt ( Redeemable Non Conver�ble Debenture of Rs.1000 each)

LONG TERM BORROWINGS

Term Loan From Hinduja Leyland Finance

Securi�es premium

Term Loan From NABSAMRUDDHI Finance Limited


Minority Interest

Share CapitalAdd: Share of accumulated reserve



Non-current por�on

Privately placed Redeemable Non Conver�ble Debentures

Term Loan From Lakshmi Vilas Bank


Privately Place Redeemable Non-Conver�ble Debentures Rs.1000 each

Add:Profit/(loss) of subsidiaries for the year transferred from statement of profit and loss


103

7.2

7.3

7.4

7.5

7.6

7.7

7.8

As at 31.03.2019


11.50% 40600 4060000010.50% 200 200000

11% 4000 400000011.00% 1100 110000010.00% 200 200000

68300 68300000


Rate of interest Number Amount11.50% 6750 6750000

12.00% 2250 225000012.50% 1400 1400000

10,400 1,04,00,000

These debentures are secured by pari-passu first charge on loans & advances given by the company and other current assets.


Term loan from Lakshmi Vilas Bank is secured against loan assets and other current assets and personal guarantee of 5 directors which carries interest rate of 11.85% repayable within 12 quarterly installment of Rs.25 Lakhs, after an initial holiday period of 3 months. The total tenor of the loan is 39 months.

Subordinated Debentures aggregating Rs.10400000 at the rate of 11.5%, 12% and 12.5% are unsecured and repayable at the end of five years from the date of issue.


Company allotted 68300 secured, Non convertible debentures of Rs.1000/- each to be redeemed at the end of 370 days, 3 years and 5 years at an interest rate of 10%,10.5%, 11% and 11.5% respectively from the date of issue.

Term loans from Hinduja Leyland finance has a security cover of 110% of the value of outstanding amounts of the facility and shall be maintained at all times until maturity date which carries interest rate of 13.10% repayable in 36 monthly installments, commencing one month from the date of disbursement.


Due within 5 years

The company also allotted 10000 unsecured, non convertible debentures of Rs.1000/- each to be redeemed at the end of 5 years at an interest rate of 11.5% from the date of issue. Issued during 2016-17

Vehicle loan 2 is secured against the security of vehicle purchased. The interest rates are fixed in nature at 8.67% p.a. Loan is repayable in 60 equal monthly installments over the term of the loan.

Term loans from Nabsamrudhi Finance Limited (NSFL) payable at quarterly rests for 3 years, having security as paripassu first charge on the loan receivables by way of hypothecation of minimum asset coverage of 110% the principal amount outstanding at any point of time during the entire term of the facility and cash collateral of 5% of loan amount, having interest rate of 12.5%. Loan is repayable in 12 quarterly installments. Initial 8 quarterly installments @ RS41.70 Lacs and balance 4 quarterly installments @ RS41.60 Lacs

Due within 1-2 year

Due with in 1 Year

Vehicle loan 1 is secured against the security of vehicle purchased. The interest rates are fixed in nature at 10% p.a. Loan is repayable in 60 equal monthly installments over the term of the loan.

Term loans from AU Small Finance Bank Limited (AUSFBL) repayable in 48 principal installments starting from the following month from the date of full disbursement. Interest at 12..5% per annum variable to be reset every quarter and interest to be paid on monthly basis. Paripassu charge of present and future loan receivables through hypothecation of 122% of the loan principal outstanding during the currency of the loan.

As at 31.03.2019

Redeemable at par with inAs at 31.03.2019


104

8As at 31.03.2019 As at 31.03.2018

Par�culars Rs. Ps. Rs. Ps.

1,58,590.42 1,11,632.00

Provision for advances 7,93,548.38 (6,34,957.96) 1,11,632.00

9 SHORT TERM BORROWINGSAs at 31.03.2019 As at 31.03.2018

Rs. Ps. Rs. Ps.Repayable on demand : Secured

7,86,11,629.28 5,23,84,253.12 Overdra� from Ujjivan Small Finance Bank in the case of Subsidiary** 8,00,000.00 1,90,000.00 Total 7,94,11,629.28 5,25,74,253.12

10As at 31.03.2019 As at 31.03.2018

Par�culars Rs. Ps. Rs. Ps.Current Maturi�es of Long term debt (Refer Note No:6.1) 4,31,41,559.29 5,87,19,724.72 Interest accrued but not due on borrowings 5,51,511.00 2,91,733.00 Interest accrued but not due on debentures 13,37,618.00 11,80,356.00

2,00,000.00 - Employee emoluments payable 37,602.00 20,222.00 Statutory dues payable 11,40,181.82 10,09,110.87 Other current liabili�es 5,32,015.28 7,91,611.00 Total 4,69,40,487.39 6,20,12,757.59

11As at 31.03.2019 As at 31.03.2018

Rs. Ps. Rs. Ps.26,70,248.00



Total 84,66,675.23 41,07,510.23

DEFFERED TAX

From Banks:

Deferred tax liability (Rela�ng to difference between tax deprecia�on and deprecia�on charged in financial statements )

- Cash Credit *

OTHER CURRENT LIABILITIES


Deferred tax liability

Deferred tax Asset

Deferred Tax (Asset)/ Liability

Cash credit facility from the three banks are secured by hypotheca�on of standard loan receivables and other current assets of the company on a pari passu basis and also by way of guarantee given by the directors of the company.

Debenture applica�on money received, pending allotment

Par�culars

Par�culars

**Secured against fixed deposit

*Cash credit is availed from three banks, Federal Bank (Sanc�on limit - Rs. 3 crores) @ 11.45(One year MCLR + 2.55%) to be repayable on demand within 1 Year, Lakshmi Vilas Bank (Sanc�on limit - Rs. 5 crores) @ 11.25%(One year MCLR + 1.85%) to be repayable on demand within 1 year and AU Small Finance Bank (Sanc�on Limit -Rs. 2 Crores) @ 12..5% per annum variable to be reset every quarter.



105

NON-CURRENT INVESTMENTSAs at 31.03.2019 As at 31.03.2018


1,04,91,000.00 69,91,000.00

93,000.00 93,000.00 -

Total 1,05,84,000.00 70,84,000.00

13As at 31.03.2019 As at 31.03.2018



Others - -




Total 20,36,11,441.55 23,56,30,948.28 13.2





Total 46,37,33,781.45 33,99,90,437.72 13.3


8,64,59,432.22 20,55,48,840.13 23,55,13,715.78 27,21,66,310.87 1,18,99,645.24 1,41,06,548.72 1,75,13,329.76 1,49,06,455.28

0.00 - 9,84,352.00 - 0.00 - 87,11,096.00 -

21,34,561.06 - 34,12,805.94 - 0.00 - -0.00 -

65,88,295.60 58,16,188.40 4,75,95,135.80 - 9,60,68,892.20 -

Total 15,46,77,069.91 21,96,55,388.85 36,80,20,380.09 28,70,72,766.15

Secured,doubtful

Unsecured,doubtful

Secured,doubtful

Unsecured,doubtful

SME

1) To Related Par�es



1) To Related Par�es



2) To Others

Infrastructure Loan

Real Estate Loan


Business Loan

Others

2) To Others

699100 fully paid up Equity Shares of Rs.10/- each in Gosree Insurance and Broking Services Private Ltd 9300 Equity shares of Rs. 10/- each in Gosree Investment and Risk Services Private Limited

Par�culars



Micro loans

Property LoanHousing Loan

Unquoted Investments (Non trade)

106

13.4

Rs. Ps. Rs. Ps. Rs. Ps. Rs. Ps.0.00 0.00 0.00 0.00

- - 10,00,000.00 - - - - - - - - - - - - - - - - - - - - - - - -

9,38,646.56 30,61,353.44 Total 9,38,646.56 - 40,61,353.44

13.5As at 31.03.2019 As at 31.03.2018 As at 31.03.2019 As at 31.03.2018

Rs. Ps. Rs. Ps. Rs. Ps. Rs. Ps.1,29,03,651.74 1,52,59,064.43 6,72,39,685.26 5,29,17,671.57

11,43,342.49 4,74,500.51 Real Estate Loan 1,58,03,990.54 43,76,704.46

1,34,01,138.50 1,92,76,038.80 Total 4,32,52,123.27 1,52,59,064.43 9,13,66,929.03 5,29,17,671.57

13.6 Rs. Ps. Rs. Ps. Rs. Ps. Rs. Ps.

1,068.54 - 28,931.46 - - - -

Real Estate Loan - - - 87,638.27 - 2,56,187.43 -

Total 88,706.81 - 2,85,118.89 -

14

As at 31.03.2019 As at 31.03.2018

14.1 Par�culars Rs. Ps. Rs. Ps.4086221.00 3996520.00

Total 40,86,221.00 39,96,520.00

15As at 31.03.2019 As at 31.03.2018

15.1 Par�culars Rs. Ps. Rs. Ps.

Cash on hand 7,194.60 13,425.50 Cash in Bank : in current account (with scheduled bank) 60,39,939.56 11,82,746.09 Cash in bank : current 42,32,134.34 25,76,524.96 Total 1,02,79,268.50 37,72,696.55

16As at 31.03.2018 As at 31.03.2017

Rs. Ps. Rs. Ps.47,628.03 27,725.00

6,02,189.06 2,04,869.59 649817.09 232594.59

17As at 31.03.2019 As at 31.03.2018

Rs Ps Rs PsInterest Accrued on Bank Deposit 1,74,579.00 9,877.00 Interest accrued on loans 26,93,870.00 11,44,756.65 Other Current Assets 3,67,529.02 1,60,253.37 Total 32,35,978.02 13,14,887.02

Current

OTHER CURRENT ASSETS

Non current bank deposits

Secured and Considered doub�u l

Business Loan

Fixed Deposit of Rs.2500000 with remaining maturity less than twelve months from balance sheet date is lien marked in favour of Nabasamrudhi Finance Limited as cash collateral security.

Trade Receivables (Unsecured, Considered Good)Par�culars

Outstanding for a period exceeding 6 months from the date they are due for paymentOthers

Unsecured and Considered Good

Business Loan

OTHER ASSETS

Others

SME


Non - Current


Par�culars

Property LoanHousing LoanInfrastructure LoanOthersReal Estate Loan

Unsecured and Considered doub�u l

Business LoanOthers

SME

Micro loansSME



107

18


10,18,72,263.41 8,26,93,338.00 64,06,000.00 1,02,51,575.93 22,53,920.02 9,17,781.40

Total 11,05,32,183.43 9,38,62,695.33

19


5,83,460.38 4,64,955.96 5,60,953.05 7,68,852.74

Total 11,44,413.43 12,33,808.70

20

Par�culars 31.03.2019 31.03.2018 Rs Ps Rs Ps

2,09,84,607.00 1,19,49,432.00 Total 2,09,84,607.00 1,19,49,432.00

21


98,08,014.00 94,61,516.00 on Banks borrowings and other borrowings 1,76,35,032.00 56,22,258.00

5,75,000.00 8,02,868.00 Total 2,80,18,046.00 1,58,86,642.00

2222.1


7,13,265.35 2,62,043.84 1,97,500.00 1,68,000.00 2,65,502.16 2,02,087.06 4,57,558.49 6,43,769.80

22,759.40 1,25,063.00 1,45,520.59 1,16,640.93

29,65,089.32 20,72,918.52 Rent 23,14,832.00 15,82,250.00

95,642.75 84,163.99 8,21,799.26 6,34,343.45

84,494.00 99,195.58 11,95,900.00 9,55,600.00

2,94,000.00 2,14,000.00 CSR Expenditure 6,60,000.00 - Dona�ons 25,000.00 -

38,66,282.34 13,20,955.48 Total 1,41,25,145.66 84,81,031.65

Salaries &wages

For the Year ended

For the Year ended

For the Year ended

OTHER INCOME

Bank Charges

Electricity ChargesPayment to Auditors

Office ExpensesPostage & CourierPrin�ng & Sta�onery

EMPLOYEE BENEFIT EXPENSES

Interest:

Telephone & internet charges

Interest on Loan

Other expenses

Professional Service Charges

Directors si�ng fees

Travelling ExpensesInsurance Paid

REVENUE FROM OPERATION

Commission paid

Sale of Service

Other non opera�ve Income

For the Year ended

For the Year ended

Interest received on deposits

OTHER EXPENSES

Other borrowing costs

Processing fee

on Debentures

FINANCE COSTS

108

22.2 (Refer note 23)31.03.2019 31.03.2018

Rs Ps Rs Ps9,548.00 6,95,231.23

Provision for Non performing Assets 50,30,000.00 Provision for Restructured Assets:


70,29,413.00 6,95,231.23

22.3


1,32,000.00 1,02,500.00 25,000.00 20,000.00 40,500.00 45,500.00

Total 1,97,500.00 1,68,000.00

22.4

a. Gross amount required to be spent by the Company during the year is Rs. 6,60

In cashYet to be paid in cash Total

6,60,000.00 6,60,000.00

23


A. 2,76,14,281.41 4,06,41,999.99 B. Weighted average number of Equity Shares for compu�ng Basic Earnings Per Share 28957012 26283288C. Add Poten�al number of equity shares that would arise on exercise of warrants 119475 1,19,475.00

Weighted average number of Equity Shares for compu�ng Diluted Earnings Per Share 29076487 26402763D Basic Earnings per Share (A /B) 0.95 1.55E Diluted Earning per share 0.94 1.54F Face value per Equity Share 10.00 10.00

For the Year ended

Payment to statutory Auditors

Provisions and Write Offs

As per Sec�on 135 of the Companies Act 2013, a company, mee�ng the applicability theshold, needs to spend atleast 2% of its average net profit for the immediately preceding three financial years on Corporate Social Responsibility (CSR) ac�vi�es. The areas for CSR

b. Amount spent during the year on:

Par�culars

1. Construc�on/ acquisi�on of any asset

2. On purposes other than (1) above

Other Services

Corporate Social Responsibility (CSR)

For the Year ended

For the Year ended

EARNINGS PER SHARE

Tax audit feeAudit fee

Net profit a�er tax as per Statement of Profit and Loss a�ributable to

Provision for Standard Assets


109

25

25.1 Loan Classifica�on and Provision for Assets




(i) Standard Asset 39,46,45,680.00 54,58,91,887.00 9,86,614.00 13,64,730.00 39,36,59,066.00 54,45,27,157.00


(iii)


(iv)Restructured Sub standard - - - -

40,49,45,680.00 54,58,91,887.00 20,16,614.00 13,64,730.00 40,29,29,066.00 54,45,27,157.00


loan/ Rs Ps Rs Ps Rs Ps Rs Ps Rs Ps Rs Ps

(i) Standard Asset 2,94,53,199.00 2,90,13,004.00 73,633.00 72,534.00 2,93,79,566.00 2,89,40,470.00

(ii) Asset - - - - (iii) Standard - - - -

(iv)


2,94,53,199.00 2,90,13,004.00 73,633.00 72,534.00 2,93,79,566.00 2,89,40,470.00



(i) Standard Asset 9,96,411.00 2,491.00 9,93,920.00 -

(ii) Asset - - - -

(iii)Restructured Standard - - - -


9,96,411.00 - 2,491.00 - 9,93,920.00 -



(i) Standard Asset 87,50,358.00 21,876.00 87,28,482.00


(iii) Standard - - - (iv) Sub standard - - -

87,50,358.00 - 21,876.00 - 87,28,482.00 -



(i) Standard Asset 40,15,690.00 10,039.00 40,05,651.00 -

(ii) Asset - - - -

(iii)Standard Asset 31,95,157.00 1,59,758.00 30,35,399.00 -

(iv) Asset - - - -

72,10,847.00 - 1,69,797.00 - 70,41,050.00 -

Par�culars

Addi�onal Disclosure as per RBI Pruden�al Norms

Provision for assetsGross Loan Outstanding Net Loan Outstanding

As per "Non-Banking Financial Company - Non-Systemically Important Non-Deposit taking Company (Reserve Bank) Direc�ons, 2016", (RBI/DNBR/2016-17/44, Master Direc�on DNBR.PD.007/03.10.119/2016-17 ) the Company is required to make a provision for standard assets at 0.25 percent of the outstanding. Provision has also to be made on the outstanding balance of non performing assets, restructured standard assets and restructured sub-standard assets at 10%, 5% and 10% respec�vely. The details of the provision for the year is provided as under:

Restructured Sub standard

Restructured

25

25.1 Loan Classifica�on and Provision for Assets




(i) Standard Asset 39,46,45,680.00 54,58,91,887.00 9,86,614.00 13,64,730.00 39,36,59,066.00 54,45,27,157.00


(iii)



40,49,45,680.00 54,58,91,887.00 20,16,614.00 13,64,730.00 40,29,29,066.00 54,45,27,157.00


loan/ Rs Ps Rs Ps Rs Ps Rs Ps Rs Ps Rs Ps

(i) Standard Asset 2,94,53,199.00 2,90,13,004.00 73,633.00 72,534.00 2,93,79,566.00 2,89,40,470.00


(iv)


2,94,53,199.00 2,90,13,004.00 73,633.00 72,534.00 2,93,79,566.00 2,89,40,470.00



(i) Standard Asset 9,96,411.00 2,491.00 9,93,920.00 -

(ii) Asset - - - -

(iii)Restructured Standard - - - -


9,96,411.00 - 2,491.00 - 9,93,920.00 -



(i) Standard Asset 87,50,358.00 21,876.00 87,28,482.00


(iii) Standard - - - (iv) Sub standard - - -

87,50,358.00 - 21,876.00 - 87,28,482.00 -



(i) Standard Asset 40,15,690.00 10,039.00 40,05,651.00 -

(ii) Asset - - - -

(iii)Standard Asset 31,95,157.00 1,59,758.00 30,35,399.00 -

(iv) Asset - - - -

72,10,847.00 - 1,69,797.00 - 70,41,050.00 -

Par�culars

Addi�onal Disclosure as per RBI Pruden�al Norms

Provision for assetsGross Loan Outstanding Net Loan Outstanding

As per "Non-Banking Financial Company - Non-Systemically Important Non-Deposit taking Company (Reserve Bank) Direc�ons, 2016", (RBI/DNBR/2016-17/44, Master Direc�on DNBR.PD.007/03.10.119/2016-17 ) the Company is required to make a provision for standard assets at 0.25 percent of the outstanding. Provision has also to be made on the outstanding balance of non performing assets, restructured standard assets and restructured sub-standard assets at 10%, 5% and 10% respec�vely. The details of the provision for the year is provided as under:

Restructured Sub standard

Restructured

110



(i) Standard Asset 2,01,94,131.00 50,485.00 2,01,43,646.00 -


(iv)Sub standard Asset - - - -

2,01,94,131.00 - 50,485.00 - 2,01,43,646.00 -



(i) Standard Asset 1,24,04,484.00 31,011.00 1,23,73,473.00 -


(iii) Standard - - - - (iv) Sub standard - - - -

1,24,04,484.00 - 31,011.00 - 1,23,73,473.00 -

As on 31-03-2019 As on 31-03-2018 As on 31-03-2019 As on 31-03-2018 As on 31-03-2019 As on 31-03-2018H

SME Loans

Rs Ps Rs Ps Rs Ps Rs Ps Rs Ps Rs Ps

(i) Standard Asset 10,82,65,209.00 2,70,663.00 10,79,94,546.00 -

(ii)Substandard Asset 4,00,00,000.00 40,00,000.00 3,60,00,000.00 -

(iii)

Restructured Standard Asset 2,97,25,622.00 14,86,281.00 2,82,39,341.00 -

(iv)

Restructured Sub standard Asset 34,38,257.00 3,43,826.00 30,94,431.00 -

18,14,29,088.00 61,00,770.00 17,53,28,318.00

66,53,84,198.00 57,49,04,891.00 84,66,677.00 14,37,264.00 65,69,17,521.00 57,34,67,627.00

25.2

Par�culars

LIABILITIES SIDE Amount

outstanding as on 31.03.2019


Amount outstanding as on

31.03.2018


1

6,96,37,618.00 - 7,69,80,356.00 - 2,04,00,000.00 1,67,50,000.00

- - - -

8,76,76,549.00 10,02,36,499.00 - - - -

- - - - - - - -

Bank (Short term) 7,94,11,629.28 5,23,84,253.12

(g) Other Loans (specify nature)

Disclosure of details as required by Revised Para 18 of "Non-Banking Financial Company - Non-Systemically Important Non-Deposit taking

(c) Term Loans

(d) Inter-corporate loans and borrowing

(b) Deferred Credits

Schedule to the Balance Sheet

(e) Commercial Paper

(f) Public deposits

- Unsecured (a) Debentures - Secured

Amount outstanding

Restructured

Asset

Disclosure of details as required by Revised Para 18 of "Non-Banking Financial Company - Non-Systemically Important Non-Deposit taking Company (Reserve Bank) Direc�ons, 2016".

Loans and advances availed by the non-banking financial company inclusive of interest accrued thereon but not paid:


111

2 Nil Nil

ASSETS SIDE3

(a) Secured 52,26,97,450.00 50,67,28,155.00

13,46,19,052.30 6,81,76,736.00

4 NIL NIL NIL NIL

(i)

(ii)

(iii)

5 Break-up of Investments :

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

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

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

1,05,84,000.00 70,84,000.00 - - - - - - - - - -

6Secured Unsecured Total

31.03.2019 31.03.2019 31.03.2019- - - - - -

- - - - - -

52,26,97,450.00 13,46,19,052.30 65,73,16,502.30 Total 52,26,97,450.00 13,46,19,052.30 65,73,16,502.30

Borrower group-wise classifica�on of assets financed as in (3) and (4) above :

Long Term investments :


Current Investments :


(i) Shares : (a) Equity

(b) Unsecured

Lease assets including lease rentals under sundry debtors

(a) Financial Lease

(a) In the form of Unsecured debentures

(i) Shares : (a) Equity (b) Preference


2 Unquoted :(i) Shares : (a) Equity (b) Preference


(ii) Debentures and Bonds(iii) Units of mutual funds

(b) Preference(ii) Debentures and Bonds(iii) Units of mutual funds

(b) Opera�ng Lease

Stock on hire including hire charges under sundry debtors(a) Assets on hire

(b) Repossessed AssetsOther loans coun�ng towards asset financing ac�vi�es (a) Loans where assets have been repossessed (b) Loans other than (a) above

(c) Other public deposits

Category

1 Quoted :(i) Shares : (a) Equity

1. Quoted :

(ii) Debentures and Bonds(iii) Units of mutual funds

1. Related Par�es (a) Subsidiaries (b) Companies in the same group

2. Other than related par�es (c) Other related par�es

Break up of Leased Assets and stock on hire and other assets coun�ng towards asset financing ac�vi�es

Break-up of Loans and Advances including bills receivables [other than those included in (4) below] :

(iv) Government Securi�es(v) Others (please specify)

(b) Preference(ii) Debentures and Bonds(iii) Units of mutual funds(iv) Government Securi�es(v) Others (please specify)2. Unquoted :

Break up of I (f) above (Outstanding public deposits inclusive of interest accrued thereon but not paid)

(b) In the form of partly secured debentures i.e. debentures where there is a shor�all in the value of security

112

7

Market Value/Break up or fair value or NAV

Book Value (Net of Provisions)

1,05,84,000.00 1,05,84,000.00 - - - - - -

Total - -

8Particulars As on 31.03.2019 As on 31.03.2018

Rs Ps Rs Ps 5,37,38,257.00 -

- - 5,37,38,257.00 - 4,83,64,431.00 -

- - 4,83,64,431.00 -

- -

25.3

Sl. No.Type of

Restructuring

Asset Classification S t a n d a r d

S u b - S t a n d a r d D o u b t f u l L o s s T o t a l

Details1 Restructured

Accounts as on April 1 of the FY (opening figures)* No. of borrowers

Amount outstanding

Provision thereon2 Fresh

restructuringduring the year No. of borrowers 3 1 3

Amount outstanding 3,29,20,779.00 34,38,257.00 3,63,59,036.00

Provision thereon 1646039 343826 19,89,865.00 3

Upgradationsto restructuredstandardcategoryduring theFY No. of borrowers

Amount outstanding

Provision thereon

Amount as on 31.03.2019

Category

(iii) Assets acquired in satisfaction of debt

(ii) Net Non-Performing Assets

(b) Other than related parties(a) Related parties

2. Other than related parties

(i) Gross Non-Performing Assets(a) Related parties(b) Other than related parties

1. Related Parties (a) Subsidiaries (b) Companies in the same group (c) Other related parties

Investor group-wise classification of all investments (current and long term) in shares and securities (both quoted and unquoted):

Other Information


Others



113

4

Restructuredstandardadvanceswhich cease toa�ract higherprovisioningand / oraddi�onal riskweightat the end ofthe FYand henceneed not beshown asrestructuredstandardadvances atthebeginning ofthe nextFY No. of borrowers

Amount outstanding

Provision thereon5

Downgrada�ons ofrestructuredaccountsduring the FY No. of borrowers

Amount outstanding

Provision thereon6


Amount outstanding





26


P.G. Jayakumar M G MenonManaging Director Director

R.Venugopal Din :03390963 Din :6598286Partner M No 202632 Ajith Prasad G S Jagadeesan T SKochi Chief Financial Officer Managing Director13.07.2019 Din :6775429




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4

Restructuredstandardadvanceswhich cease toa�ract higherprovisioningand / oraddi�onal riskweightat the end ofthe FYand henceneed not beshown asrestructuredstandardadvances atthebeginning ofthe nextFY No. of borrowers

Amount outstanding

Provision thereon5

Downgrada�ons ofrestructuredaccountsduring the FY No. of borrowers

Amount outstanding

Provision thereon6


Amount outstanding





26


P.G. Jayakumar M G MenonManaging Director Director

R.Venugopal Din :03390963 Din :6598286Partner M No 202632 Ajith Prasad G S Jagadeesan T SKochi Chief Financial Officer Managing Director13.07.2019 Din :6775429




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Opinion

We have audited the accompanying standalone financial statements of GOSREE INSURANCE BROKING PRIVATE LIMITED (“the company”) which comprises the Balance Sheet as at 31st March 2019, the Statement of Profit and Loss, and statement of cash flows for the year then ended, and notes to the financial statements, including a summary of significant accounting policies and other explanatory information.

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Companies (“Act”) 2013 in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2019, and loss and its cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Companies Act, 2013. Our responsibilities under those Standards are further described in the Auditor’s Responsibilities for the Audit of the standalone Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the standalone financial statements under the provisions of the Companies Act, 2013 and the Rules there under, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone 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 standalone 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 maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable 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 standalone financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the standalone financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

The Board of Directors are responsible for overseeing the Company’s financial reporting process.


Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when

INDEPENDENTAUDITOR’SREPORTTOTHEMEMBERSOFGOSREEINSURANCEBROKINGPRIVATELIMITEDReportontheStandaloneFinancialStatements

116

it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.





• Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the standalone financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern.





1. 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 and 4 of the Order.




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


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


g. With respect to the other matters to be included in the Auditor’s Report in accordance with the requirements of section 197(16) of the Act, in our opinion and to the


117

best of our information and according to the explanations given to us, the remuneration paid by the Company to its directors during the year is in accordance with the provisions of section 197 of the Act.







Firm Reg No.001488S

Sd/-

R.Venugopal

Partner


Kochi

13.07.2019


(Referred to in paragraph 1 under the heading ‘Report on Other Legal and Regulatory Requirements’ section of our independent audit report of even date on standalone Financial Statements for the year ended 31st March 2019)

1. In respect of fixed assets of the Company

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. According to the information and explanations given to us, no material discrepancies were noticed on such verification.

c) As per the information and explanation given to us, the Company is not holding any immovable assets.


3. The Company has not granted any loans, secured or unsecured to companies, firms or other parties covered in the register maintained under section 189 of the Companies Act, 2013.

4. According to the information and explanations given to us and on the basis of the records of the Company examined by us, the Company has not given any loans or given any guarantees or provided any security or made any investments for which the provisions of sections 185 and 186 are applicable.

5. In our opinion and according to the information and explanations given to us, the Company has not accepted deposits during the year and does not have any unclaimed deposits. Thus, the provisions of the clause 3 (v) of the Order are not applicable to t h e Company.

6. According to the information and explanation given to us, the Central Government has not prescribed the maintenance of cost records under section 148 (1) of the Companies Act, 2013 for the services rendered by the Company.

7. a) According to the information and explanations given to us and on the basis of out examination of the records of the Company, the company is regular in depositing undisputed statutory dues including provident fund, employees' state insurance, income t a x ,

118

sales tax service tax, duty of customs, duty of excise, value added tax, cess and any other statutory dues to the appropriate authorities to the extent applicable to the Company. According to the information and explanations given to us, no undisputed amounts payable in respect of statutory dues were in arrears as at 31March 2019 for a period of more than six months from the date they became payable.

b) According to the information and explanation given to us there are no disputed amounts of tax which have not been deposited with the authorities as at 31.03.2019.

8. As per information and explanation furnished to us and according to our examination of the records of the Company, the Company has not defaulted in repayment of loans or borrowings to Banks. The Company has not taken any loans or borrowings from any financial institutions and government or raised any money by issue of debentures.

9. According to the information and explanations given to us and the records of the Company examined by us, no moneys were raised by way of initial public offer or further public offer (including debt) or term loans. Accordingly, the reporting requirement under clause (ix) of paragraph 3 of the Order is not applicable.


11. According to the information and explanations give to us and based on our examination of the records of the Company, the Company has paid/provided for managerial remuneration in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Act.


13. As per information and explanation furnished to us and according to our examination of the records of the Company all transactions with the related parties are in compliance with sections 188 of Companies Act, 2013 where applicable and the details have been disclosed in the Financial Statements as required by the applicable accounting standards.

14. During the year the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures and hence reporting under clause (xiv) of CARO 2016 is not applicable to the Company

15. According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not entered into non-cash transactions with directors or persons connected with him. Accordingly, paragraph 3(xv) of the Order i s not applicable.

16. The company is not required to be registered under section 45-IA of the Reserve Bank of India Act 1934.



Firm Reg No.001488S

Sd/-

R.Venugopal

Partner


Kochi

13.07.2019


119




We have audited the internal financial controls over financial reporting of GOSREE INSURANCE BROKING PRIVATE LIMITED (“the Company”) as of 31st March 2019 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.




Our responsibility is to express an opinion on the Company's internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the “Guidance Note”) and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of

Chartered Accountants of India. 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.


We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company’s 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 with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

120



Opinion

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



Firm Reg No.001488S

Sd/-

R.Venugopal

Partner


Kochi

13.07.2019


121

As at 31.03.2019

As at 31.03.2018


1 Shareholders' Fundsa. Share Capital 3 1,05,00,000.00 70,00,000.00 b. Reserves and Surplus 4 (41,43,921.33) (23,54,377.52)

63,56,078.67 46,45,622.48 2 Current Liabili�es

a. Short Term Borrowings 5 8,00,000.00 1,90,000.00 c. Other Current Liabili�es 6 4,02,368.50 1,02,665.24

12,02,368.50 2,92,665.24

Total 75,58,447.17 49,38,287.73

II ASSETS1 Non-Current Assets

a. Property, Plant & Equipment 7 3,30,423.53 3,13,820.77 b. Intangible Assets 7 2,29,952.87 29,377.30 c. Long term loans and advances 8 - 1,80,000.00 d. Other Assets 9 15,86,221.00 14,96,520.00

21,46,597.40 20,19,718.06 2 Current assets

a Cash and Cash Equivalents 10 44,36,691.66 26,32,583.70 b Trade Receivables 11 6,27,894.09 1,85,719.59 c. Other Current Assets 12 3,47,264.02 1,00,266.37

54,11,849.77 29,18,569.66

Total 75,58,447.17 49,38,287.73

Significant Accoun�ng Policies and Notes on Accounts

1,2 and 18


Noby Thomas P.G. Jayakumar Managing Director DirectorDIN: 07387435 Din :03390963

R.VenugopalPartner M No 202632 JagadeesanKochi Director13.07.2019 DIN: 6775429

GOSREE INSURANCE BROKING SERVICES PRIVATE LIMITED


PARTICULARS Note no


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Rs Ps Rs PsI INCOME

a.Income frome opera�on 13 2253920.02 870906.40b.Other Income 14 2,71,449.38 2,13,374.15 Total Revenue 25,25,369.40 10,84,280.55

ll EXPENSESa. Employee Benefit Expenses 15 29,80,008.00 18,39,658.00 b. Finance cost 16 18,906.00 537.00 c. Deprecia�on 7 1,20,934.44 73,136.43 d. Other Expenses 17 11,95,064.77 9,49,077.39 Total Expenses ( a + b + c) 43,14,913.21 28,62,408.82

lll Profit/(Loss) before tax (I - II) (17,89,543.81) (17,78,128.27) IV Tax expense:

a. Current tax - - b. Deferred Tax - - c. Prior Period Taxes - -

V Profit for the Year (lll - lV) (17,89,543.81) (17,78,128.27)

VI Earnings per share(Basic/Diluted) (in Rs) 18 (2.14) (2.54)

Significant Accoun�ng Policies and Notes on Accounts 1,2 and 19


Noby Thomas P.G. Jayakumar Managing Director DirectorDIN: 07387435 Din :03390963

Partner M No 202632 JagadeesanKochi Director13.07.2019 DIN: 6775429

GOSREE INSURANCE BROKING SERVICES PRIVATE LIMITEDStatement of Profit and Loss for the year ended 31st March 2019

PARTICULARS Note no


R.VenugopalR.Venugopal

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123

Par�culars31.03.2019 31.03.2018

Rs. Ps Rs. PsA . Cash flow from opera�ng Ac�vi�esNet Profit (Loss) before tax and extraordinary items (17,89,543.81) (17,78,128.27)

Adjustment for:Deprecia�on and amor�za�on 1,20,934.44 73,136.43

Interest Income (2,71,449.38) (2,13,374.15)

Interest Expense Opera�ng profit before working capital changes (19,40,058.75) (19,18,365.99)

Movements in working capital :Increase/ (decrease) in other current liabili�es and provisions 9,09,703.26 2,63,793.24

Decrease / (increase) in long-term loans and advances 1,80,000.00 14,11,889.00

Decrease / (increase) in other asset (89,701.00) (14,96,520.00)

Decrease / (increase) in short-term loans and advances - -

Decrease / (increase) in other current assets (6,89,172.15) (2,81,343.96)

Decrease / (increase) in other curret depositeCash generated from /(used in) opera�ons (16,29,228.64) (20,20,547.71)

Direct taxes paid (net of refunds) Net cash flow from/ (used in) opera�ng ac�vi�es (A) (16,29,228.64) (20,20,547.71)

B. CASH FLOWS FROM INVESTING ACTIVITIESPurchase of fixed assets, including CWIP (3,38,112.78) (1,21,003.74) Investment in Subsidiary Companies - Interest received 2,71,449.38 2,13,374.15 Net cash flow from/ (used in) inves�ng ac�vi�es (B) (66,663.40) 92,370.41

C. CASH FLOWS FROM FINANCING ACTIVITIESProceeds from Issue/ allotment of shares 35,00,000.00 - Net cash flow from/ (used in) financing ac�vi�es (C) 35,00,000.00 -

Net increase/(decrease) in cash and cash equivalents (A + B + C) 18,04,107.96 (19,28,177.30)

Cash and cash equivalents at the beginning of the year 26,32,583.70 45,60,761.00 Cash and cash equivalents at the end of the year 44,36,691.66 26,32,583.70

Components of cash and cash equivalentsCash on hand 559.00 486.00

With banks 44,36,132.66 26,32,097.70 Total cash and cash equivalents 44,36,691.66 26,32,583.70

As per our separate report of even date a�achedFor Krishnamoorthy & KrishnamoorthyChartered Accountants (Registra�on No: 001488S) Noby Thomas Jagadeesan

Managing Director DirectorDIN: 07387435 DIN: 6775429

R.Venugopal P. Alexander KurianPartner DirectorM No 202632 DIN: 07649832Kochi02.05.2017

GOSREE INSURANCE BROKING SERVICES PRIVATE LIMITEDCASH FLOW STATEMENT FOR THE YEAR ENDED 31st MARCH 2019

For the year ended

Cash and cash equivalents at the end of the year includes Rs.42.32 Lacs (Rs.25.85 Lacs) held under lien.


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Note No:

1 NATURE OF OPERATION


2.1 Basis of Accounting

2.2 Use of Estimates

2.3 Revenue Recognition

A.

B.

2.4 Employee BenefitsA. Short Term Employee Benefits


2.5 Property, Plant & Equipment

2.6 Depreciation


Software & Website 3

2.7 Taxes on Income

Property, plant & equipment are stated at cost less depreciation. Cost comprises the purchase price and any attributable cost of bringing the asset to its working condition for its intended use.

GOSREE INSURANCE BROKING SERVICES PRIVATE LIMITED, COCHINSignificant Accounting Policies & Notes on Accounts

GOSREE INSURANCE BROKING SERVICES PRIVATE LIMITED was incorporated as a Private limited company on August 1, 2016 to carry on the business of Direct Insurance Broking. The Company obtained license from Insurance Regulatory and Development Authority on 19.03.2017

The financial statements of the Company are prepared in accordance with the Generally Accepted Accounting Principles in The Financial Statements are prepared under the historical cost convention, on accrual basis of accounting.


Revenue is recognised to the extent that it is probable that economic benefits will flow to the company and the revenue can be reliably measured. The revenue recognition is as under: Income from services is recognised as per the terms of contract on accrual basis. Revenue is recognised on accrual basis to the extent it is realizable. (Except when there are significant uncertainities).

Interest on deposits is recognized on a time proportion basis taking into account the amount outstanding and the rate applicable. Interest income accrued but not due is shown separately in the financial statements.

All employee benefits payable wholly within twelve months of redering service are classified as short-term employee benefits and recognised in the period in which the employee renders the related service.


Depreciation is provided using straight line method at the following rates, which is management’s estimate of the useful lives

Computer equipmentFurniture and fixtures & Electrical equipmentsOffice equipment

Income tax is accounted in accordance with Accounting Standard on Accounting for Taxes on Income (AS-22), which includes current taxes and deferred taxes. Deferred Tax assets/ liabilities representing timing differences between accounting income and taxable income are recognised to the extent considered capable of being reversed in subsequent years. Deferred tax assets are recognised only to the extent there is reasonable certainty that sufficient future taxable income will be available, except that deferred tax assets arising due to unabsorbed depreciation and losses are recognised if there is a virtual certainty that sufficient future taxable income will be available to realise the same.


125

2.8 Earnings per share


(ii)

3 SHARE CAPITALAs at 31.03.2019 As at 31.03.2018


A. Authorised:1,25,00,000.00 1,00,00,000.00


1,05,00,000.00 70,00,000.00

Total 1,05,00,000.00 70,00,000.00

3.1 Terms/Rights attached to Equity Shares

3.2

ParticularsNo. of shares Rs. Ps. No. of shares Rs. Ps.

A.Equity Shares at the beginning of the year 7,00,000.00 70,00,000.00 7,00,000.00 70,00,000.00

B. Shares issued during the period 3,50,000.00 35,00,000.00 C. Number of shares outstanding at the end

of the year (A+B) 1050000 10500000 700000 7000000 -

3.3

No. of shares % No. of shares %Gosree Finance Ltd. 1049100 99.91% 699100 99.87%

Reconciliation of number of shares

Basic/ diluted earnings per share is calculated by dividing the net profit or loss for the year attributable to equity shareholders (after deducting attributable taxes) by the weighted average number of equity shares/ dilutive potential equity shares outstanding as at the end of the year as the case may be.

Provisions are recognised when the company has a present obligation as a result of a past event, for which it is probable that a cash outflow will be required and a reliable estimate can be made of the amount of the obligation. Provisions are not discounted to its present value and are determined based on management estimate required to settle the obligation at the Balance Sheet date. These are reviewed at each Balance Sheet date and adjusted to reflect the correct management estimates.Contingent Liabilities are disclosed when the company has a possible obligation or a present obligation and it is probable that a cash flow will not be required to settle the obligation. For the financial year company has no contingent liability or contingent asset.

12,50,000 (10,00,000) shares of Rs.10 each

1050000 (700000) equity shares of Rs.10 each

The company has only one class of equity shares having a par value of Rs.10 per share. Each holder of equity shares is entitled to one vote per share. In the event of liquidation of the company, the holders of the equity shares will be entitled to receive remaining assets of the company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

As at 31.03.2019 As at 31.03.2018


Name of shareholder As at 31.03.2019 As at 31.03.2018

126

4 RESERVES & SURPLUSAs at 31.03.2019 As at 31.03.2018


As per Last Balance Sheet (23,54,377.52) (5,76,249.25) (17,89,543.81) (17,78,128.27)

(41,43,921.33) (23,54,377.52)

5 Short Term Borrowings

As at 31.03.2019 As at 31.03.2018Particulars Rs. Ps. Rs. Ps.SecuredOverdraft from Ujjivan Small Finance Bank 8,00,000.00 1,90,000.00 TOTAL 8,00,000.00 1,90,000.00 Secured against fixed deposit

6 OTHER CURRENT LIABILITIESAs at 31.03.2019 As at 31.03.2018

Particulars Rs. Ps. Rs. Ps.Employee emoluments payable 22,602.00 8,609.00 Statutory dues payable 2,11,886.22 47,736.24 Advance from Customers 35,859.28 - Other current liabilities 1,32,021.00 46,320.00 Total 4,02,368.50 1,02,665.24

8As at 31.03.2019 As at 31.03.2018

8.1 Particulars Rs. Ps. Rs. Ps.A. - 1,80,000.00

Total - 1,80,000.00

9As at 31.03.2019 As at 31.03.2018

10.1 Particulars Rs. Ps. Rs. Ps.B. Non-Current Deposits with Bank* 15,86,221.00 14,96,520.00

Total 15,86,221.00 14,96,520.00



Reserves & surplus as at the end of the period (A+B)


Security Deposits (unsecured, Considered Good)

OTHER ASSETS

* Held as Security with Insurance Regulatory and Development Authority


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10As at 31.03.2019 As at 31.03.2018

10.1 Par�culars Rs. Ps. Rs. Ps.A. Cash on hand 559.00 486.00 B. Cash in Bank : in current account (with scheduled bank) 2,03,998.32 55,572.74 C. Cash in Bank : in deposit account(with scheduled bank) * 42,32,134.34 25,76,524.96

Total 44,36,691.66 26,32,583.70

10.2

10.3

11As at 31.03.2019 As at 31.03.2018


25,705.03 - Others 6,02,189.06 1,85,719.59

6,27,894.09 1,85,719.59

12 OTHER CURRENT ASSETSAs at 31.03.2019 As at 31.03.2018

Par�culars Rs Ps Rs PsA. Other Current Assets 3,47,264.02 1,00,266.37

Total 3,47,264.02 1,00,266.37

13 INCOME FROM OPERATIONAs at 31.03.2019 As at 31.03.2018

Par�culars Rs Ps Rs PsSale of services 2253920.02 870906.4

2253920.02 870906.4014 OTHER INCOME

As at 31.03.2019 As at 31.03.2018Par�culars Rs Ps Rs Ps

A. Interest received on deposits 2,69,989.38 2,13,158.96 B. Discount recived 1,460.00 C. Interest on Income Tax Refund 208.00 D Rounding off - 7.19

Total 2,71,449.38 2,13,374.15

15 EMPLOYEE BENEFIT EXPENSES

Par�culars As at 31.03.2019 As at 31.03.2018 Rs Ps Rs Ps

A. Salaries &wages 29,50,242.00 18,10,883.00 B. Contribu�on to employee benefits 17,228.00 12,196.00 B. Staff Welfare expenses 12,538.00 16,579.00

Total 29,80,008.00 18,39,658.00


Cash and cash equivalents in the balance sheet comprise cash at bank and in hand and short term investments with an original maturity of less than twelve months.* Held as security for the overdra� from Bank

Trade Receivables (Unsecured, Considered Good)

Outstanding for a period exceeding 6 months from the date they are due for payment

For the Year ended

For the Year ended

128

16 FINANCE COST

16.1As at 31.03.2019 As at 31.03.2018

A. Interest on bank's borrowings 18,906.00 537.00 Total 18,906.00 537.00

17 OTHER EXPENSES

17.1As at 31.03.2019 As at 31.03.2018

Particulars Rs Ps Rs Ps

A. Audit fees 31,500.00 Statutory audit fee 24,500.00 Other service fee 9,500.00

B. Bank Charges 10,879.90 1,716.64 C. Office Expenses 28,726.20 40,406.50 D. Postage & Courier 7,743.40 5,427.00 E. Printing & Stationery 21,843.11 13,528.93 F. Professional Service Charges 93,100.00 51,000.00 G. Rent 4,10,000.00 3,60,000.00 H. Telephone & internet charges 26,874.53 32,249.10 I. Travelling Expenses 2,09,418.57 1,38,968.13 J. Preliminary Expenses - - K. Rates and Taxes 40,485.88 48,223.99 L. Electricity Charges 54,510.00 28,074.00 M. Other expenses 2,57,483.18 1,97,983.10

Total 11,95,064.77 9,49,077.39

17.2 Payment to statutory Auditors

As at 31.03.2019 As at 31.03.2018Particulars Rs Ps Rs Ps

A. Audit fee 24,500.00 15,000.00 B. Other services 9,500.00 16,500.00

Total 34,000.00 31,500.00

18 EARNINGS PER SHARE

Particulars As at 31.03.2019 As at 31.03.2018Rs Ps Rs Ps

A. (17,89,543.8) (17,78,128.3)B. Weighted average number of Equity Shares 836165 700000C. Earnings per Share (A /B) (2.14) (2.54)D. Face value per Equity Share 10.00 10.00

Net profit after tax as per Statement of Profit and Loss attributable to equity

For the Year ended

For the Year ended

For the Year ended

For the Year ended


129

19 RELATED PARTY DISCLOSURE19.1 Related Party Transac�ons

19.2 Related Party and Nature of Rela�onship

(i) Holding CompanyGosree Finance Ltd.

(ii) Key Manegerial Personnel;Noby Thomas Managing Director and Principal Officer

19.3 Transac�ons with related Par�es

Par�culars31.03.2019 31.03.2018 31.03.2019 31.03.2018

Remunera�on Paid Rs Ps Rs Ps Rs Ps Rs PsNoby Thomas 1095000 600000.00

Equity Share Capital HeldGosree Finance Ltd. 10491000.00 6991000.00

Amount due 64549 - Expenses reimbursed 171861 - As per our separate report of even date a�ached

For Krishnamoorthy & KrishnamoorthyChartered Accountants For and on behalf of the Board(Registra�on No: 001488S)

Noby Thomas P.G. Jayakumar Managing Director Director

R.Venugopal DIN: 07387435 Din :03390963Partner M No 202632Kochi Jagadeesan13.07.2019 Director

DIN: 6775429

Holding Company Key Management Personnel

Disclosure of transac�ons with Related Par�es as required by Accoun�ng Standard -18 on Related Party Disclosures as prescribed by Companies (Accoun�ng Standards) Rules,2006.

Sd/-

Sd/- Sd/-

Sd/-

130

Opinion

We have audited the accompanying standalone financial statements of GOSREE INVESTMENT AND RISKS PRIVATE LIMITED (“the company”) which comprises the Balance Sheet as at 31st March 2019, the Statement of Profit and Loss, and statement of cash flows for the year then ended, and notes to the financial statements, including a summary of significant accounting policies and other explanatory information.

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Companies Act, 2013(“Act”) in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2019, and loss and its cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Companies Act, 2013. Our responsibilities under those Standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Companies Act, 2013 and the Rules there under, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.


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 standalone 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 maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate implementation and maintenance of accounting policies; making judgments and estimates that are reasonable 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 fair view and are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

The Board of Directors are also responsible for overseeing the company’s financial reporting process.

INDEPENDENTAUDITOR’SREPORTTOTHEMEMBERSOFGOSREEINVESTMENTS&RISKSPRIVATELIMITEDReportontheStandaloneFinancialStatements


131


Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.





• Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the standalone financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the

audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern.





1. 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 and 4 of the Order.




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


e. On the basis of written representations received from the directors as on 31st March 2019, and taken on record by the Board of Directors, none of the directors is disqualified as on 31st March 2019, from being appointed as a director

132

in terms section 164 (2) of the Act.


g. With respect to the other matters to be included in the Auditor’s Report in accordance with the requirements of section 197(16) of the Act, we have to report that the Company has not paid any managerial remuneration.





For Krishnamoorthy and KrishnamoorthyChartered AccountantsFirm Reg No.001488S

Sd/-R.VenugopalPartnerMembership No.202632

Kochi

13.07.2019


(Referred to in paragraph 1 under the heading ‘Report on Other Legal and Regulatory Requirements’ section of our independent audit report of even date on standalone Financial Statements for the year ended 31st March 2019)

1. In respect of fixed assets of the Company

a) The Company does not have any fixed assets during the year.


3. The Company has not granted any loans, secured or unsecured to companies, firms or other parties covered in the register maintained under section 189 of the Companies Act, 2013.

4. According to the information and explanations given to us and on the basis of the records of the Company examined by us, the Company has not given any loans or given any guarantees or provided any security or made any investments for which the provisions of sections 185 and 186 are applicable.

5. In our opinion and according to the information and explanations given to us, the Company has not accepted deposits during the year and does not have any unclaimed deposits. Thus, the provisions of the clause 3 (v) of the Order are not applicable to t h e Company.

6. According to the information and explanation given to us, the Central Government has not prescribed the maintenance of cost records under section 148 (1) of the Companies Act, 2013 for the services rendered by the Company.

7. a) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the company is regular in depositing undisputed statutory dues including provident fund, employees' state insurance, income tax, sales-tax, service tax, duty of customs, duty of excise, value added tax, cess and any other statutory dues to the appropriate authorities to the extent app l i c ab l e


133

to the Company. According to the information and explanations given to us, no undisputed amounts payable in respect of statutory dues were in arrears as at 31March 2019 for a period of more than six months from the date they became payable.

b) According to the information and explanation given to us there are no disputed amounts of tax which have not been deposited with the authorities as at 31.03.2019.

8. As per information and explanation furnished to us and according to our examination of the records of the Company, the Company does not have any loans or borrowings from any financial institutions, banks, debenture holders and government.

9. According to the information and explanations given to us and the records of the Company examined by us, no moneys were raised by way of initial public offer or further public offer (including debt) or term loans. Accordingly, the reporting requirement under clause (ix) of paragraph 3 of the Order is not applicable.


11. According to the information and explanations give to us and based on our examination of the records of the company, the company has not paid any managerial remuneration.


13. As per information and explanation furnished to us and according to our examination of the records of the Company all transactions with the related parties are in compliance with sections 188 of Companies Act, 2013 where applicable and the details have been disclosed in the Financial Statements as required by the applicable accounting standards.

14. During the year the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures and hence reporting under clause (xiv) of CARO 2016 is not applicable to the Company

15. According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not entered into non-cash transactions with directors or persons connected with him. Accordingly, paragraph 3(xv) of the Order i s not applicable.

16. The company is not required to be registered under section 45-IA of the Reserve Bank of India Act 1934.



Firm Reg No.001488S

Sd/-

R.Venugopal

Partner


Kochi

13.07.2019

134




We have audited the internal financial controls over financial reporting of GOSREE INVESTMENT AND RISKS PRIVATE LIMITED (“the Company”) as of 31st March 2019 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.




Our responsibility is to express an opinion on the Company's internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the “Guidance Note”) and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. 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.


We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company’s 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 with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.


135



Opinion

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



Firm Reg No.001488S

Sd/-

R.Venugopal

Partner


Kochi

13.07.2019

136

As at 31.03.2019

As at 31.03.2018


1 Shareholders' Fundsa. Share Capital 3 1,00,000.00 1,00,000.00 b. Reserves and Surplus 4 (17,427.50) 2,756.50

82,572.50 1,02,756.50

2 Current Liabili�esa. Other Current Liability 5 15,000.00 15,000.00 b. Short Term provisions 6 5,950.00

15,000.00 20,950.00

Total 97,572.50 1,23,706.50

II ASSETS2 Current assets

a. Cash and Cash Equivalents 7 75,649.50 76,831.50 b. Trade Receivables 8 21,923.00 46,875.00

Total 97,572.50 1,23,706.50


1,2,and 12

As per our separate report of even date a�achedFor Krishnamoorthy & KrishnamoorthyChartered Accountants (Registra�on No: 001488S)

P.G. Jayakumar T S. JagadeesanDirector DirectorDIN: 03390963 DIN: 6775429

R.VenugopalPartner M No 202632 Chandrika DeviKochi Director13.07.2019 DIN: 06593209

GOSREE INVESTMENT AND RISK SERVICES PRIVATE LIMITED


PARTICULARS Note no


Sd/-

Sd/-

Sd/-

Sd/-


137

For the year ended

31.03.2019

For the year ended

31.03.2018 Rs Ps Rs Ps

I INCOME Income from opera�on 9 0.00 46,875.00 Total Revenue - 46,875.00

ll EXPENSESa. Other Expenses 10 20184.00 15668.50Total Expenses 20,184.00 15,668.50

lll Profit/(Loss) before tax (I - II) -20184.00 31,206.50 IV Tax expense:

a. Current tax 5,950.00 b. Deferred Tax - c. Prior Period Taxes -

V Profit for the Year (lll - lV) -20184.00 25,256.50

VI Earnings per share(Basic/Diluted) (in Rs) 11-2.0184 2.53


1,2,and 12



Partner Chandrika DeviM No 202632 DirectorKochi DIN: 0659320913.07.2019

GOSREE INVESTMENT AND RISK SERVICES PRIVATE LIMITEDStatement of Profit and Loss for the year ended 31st March 2019

PARTICULARS Note no


R.VenugopalSd/-

Sd/- Sd/-

Sd/-

138

Par�culars31.03.2019 31.03.2018

Rs. PsA . Cash flow from opera�ng Ac�vi�esNet Profit (Loss) before tax and extraordinary items -20,184.00 31,206.50

Adjustment for:Deprecia�on and amor�za�on -

Opera�ng profit before working capital changes -20,184.00 31,206.50

Movements in working capital :Increase/ (decrease) in other current liabili�es and provisions - (7,500.00)

Decrease / (increase) in other current assets 24,952.00 53,125.00

Cash generated from /(used in) opera�ons 4,768.00 76,831.50

Direct taxes paid (net of refunds) -5,950.00 Net cash flow from/ (used in) opera�ng ac�vi�es (A) -1,182.00 76,831.50

B. CASH FLOWS FROM INVESTING ACTIVITIESPurchase of fixed assets, including CWIP - - Investment in Subsidiary Companies - - Interest received - - Net cash flow from/ (used in) inves�ng ac�vi�es (B) - -

C. CASH FLOWS FROM FINANCING ACTIVITIESProceeds from Issue/ allotment of shares - Net cash flow from/ (used in) financing ac�vi�es (C) - -

Net increase/(decrease) in cash and cash equivalents (A + B + C) -1,182.00 76,831.50

Cash and cash equivalents at the beginning of the year 76,831.50 - Cash and cash equivalents at the end of the year 75,649.50 76,831.50

Components of cash and cash equivalentsCash on hand - -

With banks 75,649.50 76,831.50 Total cash and cash equivalents 75,649.50 76,831.50


P.G. Jayakumar T S. JagadeesanDirector Director

R.Venugopal DIN: 03390963 DIN: 6775429Partner M No 202632

Chandrika DeviKochiDirector13.07.2019

DIN: 06593209

GOSREE INVESTMENT AND RISK SERVICES PRIVATE LIMITEDCASH FLOW STATEMENT FOR THE YEAR ENDED 31st MARCH 2019

For year ended

Sd/-

Sd/-

Sd/-

Sd/-


139

Note No:

1 NATURE OF OPERATION


2.1 Basis of Accounting

2.2 Use of Estimates

2.3 Revenue Recognition

A.

B.

2.4 Employee BenefitsA. Short Term Employee Benefits


2.5 Taxes on Income

2.6 Earnings per share


GOSREE INVESTMENT AND RISK SERVICES PRIVATE LIMITED, COCHIN

Significant Accounting Policies & Notes on Accounts

GOSREE INVESTMENTS AND RISK SERVICES PRIVATE LIMITED was incorporated as a Private limited company on September 1, 2016 to carry on the business of investment advisory services.

The financial statements of the Company are prepared in accordance with the Generally Accepted Accounting Principles in India (Indian GAAP) to comply with the Accounting Standards specified under Section 133 of the Companies Act, 2013, read with Rule 7 of the Companies (Accounts) Rules, 2014 and other relevant provisions of the Companies Act, 2013The Financial Statements are prepared under the historical cost convention, on accrual basis of accounting.

Revenue is recognised to the extent that it is probable that economic benefits will flow to the company and the revenue can be reliably measured. The revenue recognition is as under:

Income from services is recognised as per the terms of contract on accrual basis. Revenue is recognised on accrual basis to the extent it is realizable. (Except when there are significant uncertainities).

Interest on deposits is recognized on a time proportion basis taking into account the amount outstanding and the rate applicable. Interest income accrued but not due is shown separately in the financial statements.

All employee benefits payable wholly within twelve months of redering service are classified as short-term employee benefits and recognised in the period in which the employee renders the related service.


Income tax is accounted in accordance with Accounting Standard on Accounting for Taxes on Income (AS-22), which includes current taxes and deferred taxes. Deferred Tax assets/ liabilities representing timing differences between accounting income and taxable income are recognised to the extent considered capable of being reversed in subsequent years. Deferred tax assets are recognised only to the extent there is reasonable certainty that sufficient future taxable income will be available, except that deferred tax assets arising due to unabsorbed depreciation and losses are recognised if there is a virtual certainty that sufficient future taxable income will be available to realise the same.

Basic/ diluted earnings per share is calculated by dividing the net profit or loss for the year attributable to equity shareholders (after deducting attributable taxes) by the weighted average number of equity shares/ dilutive potential equity shares outstanding as at the end of the year as the case may be.

140


(ii)

3 SHARE CAPITAL

As at 31.03.2019 As at 31.03.2018


A. Authorised:1,00,000.00 1,00,000.00

1,00,000.00 1,00,000.00 Issued, Subscribed capital & Paid up Capital

1,00,000.00 1,00,000.00 Total 1,00,000.00 1,00,000.00

3.1 Terms/Rights attached to Equity Shares

3.2

ParticularsNo. of shares Rs. Ps. No. of shares Rs. Ps.

A.Equity Shares at the beginning of the year 10000 1,00,000.00 10,000.00 1,00,000.00

B. Shares issued during the period - - - - C. Number of shares outstanding at the end

of the year (A+B) 10000 1,00,000.00 10000 1,00,000.00

3.3

No. of shares % No. of shares %Gosree Finance Ltd. 9300 93.00% 9300 93.00%

4 RESERVES & SURPLUS

As at 31.03.2019 As at 31.03.2018

Particulars Rs. Ps. Rs. Ps.A.

As per Last Balance Sheet 2,756.50 -22,500.00 (20,184.00) 25,256.50

(17,427.50) 2,756.50

The company has only one class of equity shares having a par value of Rs.10 per share. Each holder of equity shares is entitled to one vote per share. In the event of liquidation of the company, the holders of the equity shares will be entitled to receive remaining assets of the company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

Provisions are recognised when the company has a present obligation as a result of a past event, for which it is probable that a cash outflow will be required and a reliable estimate can be made of the amount of the obligation. Provisions are not discounted to its present value and are determined based on management estimate required to settle the obligation at the Balance Sheet date. These are reviewed at each Balance Sheet date and adjusted to reflect the correct management estimates.


10,000 shares of Rs.10 each

10000 equity shares of Rs.10 each

Reconciliation of number of shares

As at 31.03.2019 As at 31.03.2018


Name of shareholder As at 31.03.2019 As at 31.03.2018



Reserves & surplus as at the end of the period (A+B)


141

5 OTHER CURRENT LIABILITIES

As at 31.03.2019 As at 31.03.2018

Particulars Rs. Ps. Rs. Ps.A. Other current liabilities 15,000.00 15,000.00

Total 15,000.00 15,000.00

6 SHORT TERM PROVISIONS

As at 31.03.2019 As at 31.03.2018

Particulars Rs. Ps. Rs. Ps.A. Provison for Tax 5,950.00

Total - 5,950.00

7 CASH AND CASH EQUIVALENTS

As at 31.03.2019 As at 31.03.2018

Particulars Rs Ps Rs PsA. Cash in Bank : in current account 75,649.50 76,831.50B Cheques on hand

Total 75,649.50 76,831.50

8 As at 31.03.2019 As at 31.03.2018Particular Rs Ps Rs Ps

21,923.00 27,725.00Others - 19,150.00

21,923.00 46,875.00 INCOME

9 INCOME FROM OPERATION

As at 31.03.2019 As at 31.03.2018

Particular Rs Ps Rs PsA Income frome service - 46875.00

0.00 46875.00

10 OTHER EXPENSESAs at 31.03.2019 As at 31.03.2018

10.1 Particulars Rs Ps Rs Ps

A. Audit fees 7,500.00 7,500.00 B. Preliminary Expenses - - C. Professional Charges 9800 6900.00D. Rates and Taxes 1350E. Bank Charges 1534 1268.50

Total 20,184.00 15,668.50

For the Year ended

Trade Receivables (Unsecured, Considered Good)

Outstanding for a period exceeding 6 months from the date they are due for payment

For the Year ended

142

10.2 Payment to statutory Auditors

As at 31.03.2019 As at 31.03.2018Par�culars Rs Ps Rs Ps

A. Audit fee 7,500.00 7,500.00 B. Other services - -

Total 7,500.00 7,500.00

11 EARNINGS PER SHARE

11.1 Par�culars As at 31.03.2019 As at 31.03.2018 Rs Ps Rs Ps

A. (20,184.00) 25,256.50

B. Weighted average number of Equity Shares 10000 10000C. Earnings per Share (A /B) (2.02) 2.53 D. Face value per Equity Share 10.00 10.00

12 RELATED PARTY DISCLOSURE12.1 Related Party Transac�ons

12.2 Related Party and Nature of Rela�onship

(i) Holding CompanyGosree Finance Limited

12.3 Transac�ons with related Par�es

Par�cularsAs at 31.03.2019 As at 31.03.2018

Rs Ps Rs PsEquity Share Capital HeldGosree Finance Ltd. 93,000.00 93,000.00



R.VenugopalPartner Chandrika DeviM No 202632 DirectorKochi DIN: 0659320913.07.2019

Holding Company


For the Year ended

For the Year ended

Net profit a�er tax as per Statement of Profit and Loss a�ributable to equity shareholders

Disclosure of transac�ons with Related Par�es as required by Accoun�ng Standard -18 on Related Party Disclosures as prescribed by Companies (Accoun�ng Standards) Rules,2006.

Sd/-

Sd/-

Sd/-

Sd/-


143

31.03.2019 31.03.2018

Long term Borrowings - - - -

Short term borrowings - - - -

Statutory expense payable- - - -

Employee Emoulments PayableSalary payable - - Directors Remmunaration Payable - -

- -

Other current liabilitiesAudit fees payable 15000 15,000.00 Incorporation Expenses Payable to Gosree Finance Pvt. Ltd.

15,000.00 15,000.00 Short term ProvisionsProvision for Income Tax net of advance tax and TDS

AY 2018-19Provision for tax 5,950.00 Less: TDS - Less: Advance tax - Less: Self assessment tax - Income tax provision (net) 5,950.00 Net provision for Income tax 0.00 5,950.00

Other current assets- -

Cash & cash equivalentsCash in Bank : in current account 75649.5 76831.5Cheques on hand

Total Cash and cash equivalents 75,649.50 76,831.50

Sundry DebtorsA TO Z SME SERVICES INC 19150.00 19150.00

BHARATI AXA GENERAL INSURANCE CO LTD 2,773.00 27725.00

21923.00 46,875.00

SubSchedules Forming Part of Balance Sheet

144

Bank chargesOther Bank charges 1534 1268.5

1,534.00 1,268.50

Professional Service ChargesRoC Filing Fee 1800 6900professional charges 8000 0

9,800.00 6,900.00

Preliminary Expenses - -

Other expenses - Rates and taxes 1350

1,350.00 -


145

Form No. MGT-11 PROXY FORM

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

CIN U65990KL2013PLC035734 Name of the Company


Registered Address 41/889-A3,Moopen Complex, NH Bypass Service Road, Padivattom, Edappally Kochi - 682024, Phone: +91 484 2803854

Name of the Member Registered Address

E – Mail ID: Folio No./ Client Id DP ID:

I/We, being the member (s) of _________________ shares of the above named company, hereby appoint

1 Name

Address

E-Mail ID

Signature

as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the Extra Ordinary General Meeting of the company, to be held on the 07th day of August, 2019, at 11.00 am at Kallayi Hall, 1ST Floor, Holiday Inn, Chakkaraparambu Junction, National Highway Bypass, Vennala, Kochi, Kerala 682028 and at any adjournment thereof in respect of such resolutions as are indicated below:

Special Business For Against Item. No. 6 Appointment of Mr.T.S.Anantharaman as

Director

Item. No. 7

Private Placement of Non-Convertible Debentures and/ or other debt securities

Signed this…… day of _____________, 2019

AFFIX REVENUE

STAMP Signature of Shareholder: Signature of Proxy holder(s):

146

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