INDEX [] · 2019. 4. 1. · INDEX Content Page No Chairman’s Message 1 MD’s Message 2 TelePhone Numbers 3-6 Notice 7-12 Directors Report, MGT - 9, AOC - 2 13-28 Auditors Report

INDEX

Content Page No

Chairman’s Message 1

MD’s Message 2

TelePhone Numbers 3-6

Notice 7-12

Directors Report, MGT - 9, AOC - 2 13-28

Auditors Report & Financials 29-55

1Annual Reports & Accounts 2018

With pan Kerala presence through 100 outlets | branches, across 8 districts in and around 800 villages in our state and with a loan book of around Rs 160 crore, our Company is serving more than a lakh of satisfied customers. We have not swerved from our mission and remain to-tally dedicated and committed to serve the financially un-served and underserved community. We have regularly earning customer accolades by forging strong, meaningful, healthy & em-pathetic relationship with our customers, thanks to our dedicated team members and service quality enrichments.

As a financial service provider, we are always conscious that human resources are our great-est asset and our organizational human resource policies and practice reflect this in true spirit. With modesty, I may share that PNY has been recognized consistently as one of the Best Places to work, considering almost 90% of our work force are women and staff retention ratio is one of the best in this industry. As a chairman of this great organization, my first attention is the core qualities of our staff members in satisfying the customer needs, without compromising values, ethics, and directives.

At PNY, our “dharma” is to significantly deepen and broaden our reach, delivering differenti-ated service to the customers - whether retail, urban and rural, through innovation in products, processes and technology, especially empowering the women communities we serve, to grow and empower. This dharma is an important aspect of who we are, it drives the great culture and vision of our forefathers and ensures values that we stand for, get deciphered into unique and distinguished customer experience. Our Company has made a significant effort in training and development to ensure that a unique PNYS way of doing our business gets embedded .

The Management team under astute leadership of M S Predeep , MD, & CEO with a core group of experienced professionals prepared and following a clear and sustainable road map .What-ever we could undertake so far, all of this is reflective of the foundation built for the future, in a manner that will enable the institution to remain relevant with the passage of time bringing alive our promise to always be ‘A friend in need” that as we progress on our vision. we are com-mitted to deliver significant value to our shareholders, employees, as well as all the communities that we serve across we have made our presence.

I, myself and the whole team of Board of Directors thank all shareholders for their confidence in the performance and plans of our great institution.

I look forward to your continued support & guidance!Jaihind! P U DIVAKARAN

SRI. P U DIVAKARANChairman

2 Annual Reports & Accounts 2018

Dear Members,

I am herewith presenting the financial results, Directors Report, Auditors Report and Balance Sheet for the fiscal 2017-18. Even the economy started showing the signs of recovery in the last year, after the impact of demonetization and related financial reforms in our case the year was found not that much pleasing. The rigid and austere instructions from regulators in the beginning of 2017 restricting the loan disbursal to the tune of Rs 20000 and above can only be done through bank accounts hampered improvement of our flagship product gold loan. As most of our branches are located in rural areas and majority of our customers are not that comfortable with the online and other means of digital transactions, we found it difficult to increase our gold loan business. Some of the other financial institutions which were not following the stipulations in true spirit made our business position much more difficult in the first half. The non performing loan Assets was the other major reason which made the year under review more embarrassing. Credit portfolio except the Gold Loan was forced to face the negative impact of the non\ irregular repayment. With our earnest efforts, we are doing our best to recover back our impaired accounts which is started showing positive result as we could collect approximately Rs 10 Crores so far in the current fiscal. We hope that the year 2018-19 will be better and brighter as we are in the process of attracting more investment and thereby accruing professional efficacy. Some reputed firms have shown interest for associating with our Company to revamp our company. As you know PNYS FINANCE is one of the OLDEST NBFCs in the State of Kerala, registered with the Reserve Bank of India with an average walk in of nearly 3000 customers per day. The company has a diverse mix of retail offerings catering to the various needs of its customers starting from Gold Loans, Business Loans, personal Loan, Auto Loans, Money Transfer, Insurance Services and Wealth Management Services. Currently PNYS has around 400 employees in its rolls, serving over ONE LAKH customers through its 100 branches\ outlets across the STATE. Adopting the latest technology and new ways to serve customers, without compromising on basic principles and ethics that it has been following since its inception, is what forms the mainstay of THIS COMPANY. PNYS is in the process of establishing business beyond boundaries, where encounters are considered stepping stones to growth. The Company endeavours to take the world forward and with perseverance, commitment and sincerity, the possibilities are endless. We strongly believe that our Company is agile as an NBFC unit and is ready to the challenges, opportunities. Even in the current challenging scenario, we stand strong. Our customer support and loyalty together with staff members of enduring commitment is certain to impress our performance in the current year as well as days to come. Let me thank all the stake holders and the entire staff for their contributions and their trust in the Institution without which we could not do very much. Hoping for a best result in the current fiscal and soliciting your continued patronage. Thanking You,

PREDEEP M S,MD & CEO

Sri. PREDEEP M S,MD & CEO


SL NO PHONE NUMBER E-MAIL ID

HEAD OFFICE1 RECEPTION 0487 2630854 0487 2630208 [email protected] P.U.DIVAKARAN, CHAIRMAN 9447833067 8606463600 [email protected] M.S.PREDEEP, C.E.O & M.D. 9400830584 8606048600 [email protected] K.T.NARAYANAN, DY.C.E.O 7025766760 8606330000 [email protected] P.N.SANDEEP, DY.C.E.O 9744134566 8606084800 [email protected]

6 N.D.UNNIKRISHNAN SABHA SECRETARY 9544348251 8111962000 [email protected]

7 M.S.KESAVAN, M.D. CHITS 9495424002 8606084799 [email protected] M.SETHUMADHAVAN, CGM 9895229095 8606745799 [email protected] V.UNNIKRISHNAN, GM 9387692735 8606084801 [email protected]

10 DHANEESH.M.R, C S 8113018866 [email protected] SHIMA LIBISH, C.F.O 8547339353 8606137888 [email protected] AKHIL SATHEESHAN, FA 9037138135 811301996613 ACCOUNTS 8606750600 8606084804 [email protected] HR 8606084802 8606084803 [email protected] ADVANCE 8606464200 8606084022 [email protected] IT 8606084810 8606084811 [email protected] PDD 8606084903 8113019966 [email protected] RECOVERY 8113019991 8606084155 [email protected] VEHICLE 8113986688 [email protected] INSPECTION1 8606084808 [email protected] INSPECTION2 8113982266 [email protected] INSPECTION5 8606269188 [email protected] MOLLY JOSE,AREA MANAGER-I 8606084011 [email protected] SURESH.C.R,AREA MANAGER-II 8113983336 [email protected] PRASAD.K.R.,AREA MANAGER-III 8113983337 [email protected] AJITHKUMAR.K.K,AREA MANAGER-IV 8606084055 [email protected] RAJESH.K,AREA MANAGER-V 8113983334 [email protected] SUJITHA.S,AREA MANAGER-VI 8606467433 [email protected] HARITHASAN.K.S.AREA MANAGER-VII 8113983335 [email protected] INDUKUMARI.C,AREA MANAGER-VIII 8606269177 [email protected] SHIJU.K.M, AREA MANAGER-IX 8113983344 [email protected] DILEEPKUMAR.K,AREA MANAGER-X 8606786611 [email protected] SABHA ACCOUNTS 8606745299 8606084199 [email protected] SABHA LEGAL & RECOVERY 8606084807 8606084798 [email protected] CHITS 8606084813 8606748884 [email protected] SECURITIES 8606084814 8606084815 [email protected]


THRISSUR DISTRICT1 AMALANAGAR 0487 2309033 8606084914 8606084915 [email protected] ANANDAPURAM 0480 2881400 8606084222 8606084233 [email protected] ANTHIKAD 0487 2630824 8606084819 8606084820 [email protected] CHALAKUDY 0480 2704358 8606084823 8606084824 [email protected] CHAVAKAD 0487 2503764 8606084827 8606084828 [email protected] CHELAKKARA 0488 4252138 8606084829 8606084830 [email protected] CHERPU 0487 2344172 8606084833 8606084834 [email protected] GURUVAYOOR 0487 2554149 8606084837 8606084838 [email protected] IRINJALAKUDA 0480 2823293 8606084839 8606084840 [email protected]

10 KECHERY 04885 240222 8606084906 8606084907 [email protected] OTTUPARA 04884 235099 8606479200 8606489200 [email protected] PARAMELPPADI 04884 286184 8606347272 8606357272 [email protected] PAZHAYANUR 0488 4226688 8606084873 8606084874 [email protected] PERINJANAM 0480 2842280 8606084875 8606084876 [email protected] PUTHENCHIRA 0480 2890392 8606084881 8606084882 [email protected] THIRUVILWAMALA 0488 4281333 8606084891 8606084892 [email protected] THRISSUR 0487 2429959 8606084895 8606084896 [email protected] VADAKEKKADU 0487 2547733 8606084897 8606084898 [email protected] VATANAPPILLY 0487 2606754 8606084901 8606084902 [email protected] VELUR 04885 288868 8606467422 8606467411 [email protected]

PALAKKAD DISTRICT1 ALATHUR 04922 225317 8606084817 8606084818 [email protected] AMBALAPARA 0466 2241515 8606084210 8606084242 [email protected] ARYAMBAVU 04924 230127 8606084821 8606084822 [email protected] CHERPLASSERY 04662 280148 8606084831 8606084832 [email protected] CHITTOOR 04923 224789 8606084835 8606084836 [email protected] EDATHANATTUKARA 0492 4267722 8606473566 8606467455 [email protected] KAILIYAD 0466-2228200 8606459200 8606469200 [email protected] KALLADIKODE 04924 247493 8606084843 8606084844 [email protected] KANJIRAM 04924 238292 8606469811 8606467511 [email protected]

10 KADAMPAZHIPUAM 04662 267174 8606084845 8606084846 [email protected] KODUVAYOOR 04923 251476 8606084847 8606084848 [email protected] KONGADU 04912 847855 8606084849 8606084850 [email protected] KOPPAM 04662 264601 8606084851 8606084852 [email protected]

SL.NO BRANCH LAND LINE NO BRANCH NO MANAGER NO E-MAIL ID


14 KOTTAYI 04922 285228 8606184800 8606284800 [email protected] KOOTTANADU 0466 2370798 8606463800 8606463900 [email protected] KOOTTUPATHA 0466 2313101 8606249200 8606259200 [email protected] KOONATHARA 0466 2226369 8606269200 8606279200 [email protected] KOZHIJAMPARA 04923 273329 8606084853 8606084854 [email protected] MANNARKKAD 4924225660 8606084857 8606084858 [email protected] MELEMURI 0491 2543115 8606084244 8606084255 [email protected] MODAPPALLUR Y max 8606084861 8606084862 [email protected] MUNDUR. 04912 832320 8606084863 8606084864 [email protected] NEMMARA 04923 244580 8606084865 8606084866 [email protected] OTTAPALAM 04662 244648 8606084867 8606084868 [email protected] OLAVAKKODE 0491 2552221 8606084200 8606084211 [email protected] PALAKKAD CITY 0491 2545025 8113015577 8113015599 [email protected] PARALI 0491 2856042 8606084266 8606084277 [email protected] PATHIRIPALA 04912 874998 8606084871 8606084872 [email protected]

29 PERINGOTTUKU-RISSI 0492 2216206 8606217255 8606217266 [email protected]

30 PUDUNAGARAM 4923254321 8606084879 8606084880 [email protected]

31 SREEKRISHNAPU-RAM 04662 261890 8606084883 8606084884 [email protected]

32 THACHAMPARA 04924 243446 8606084885 8606084886 [email protected] THRIKKADERI 0466 2280038 8606084908 8606084909 [email protected] VANIYAMKULAM 0466 2226253 8606084912 8606084913 [email protected] VADAKKENCHERY 04922 259551 8606084899 8606084900 [email protected]

MALAPPURAM DISTRICT1 ANGADIPURAM 04833 258522 8113985577 8113985522 [email protected] CHANGARAMKULAM 0494 2654422 8606084825 8606084826 [email protected] KUTTIPURAM 0494 2607075 8606084855 8606084856 [email protected] MARANCHERY 0494 2674030 8606084904 8606084905 [email protected] MUTHUKURISSI 0493 3230168 8606289200 8606449200 [email protected] PONNANI 0494 2667522 8606467499 8606467522 [email protected] PADINJATTUMURI 0493 3240166 8606473577 8606473588 [email protected] POOZHIKUNNU 0494 2425960 8606192227 8606191116 [email protected] THOOTHA 04933 205377 8606281800 8606182800 [email protected]

10 THIRUNNAVAYA 0494 2600399 8606084887 8606084888 [email protected] TIRUR 0494 2424460 8606084889 8606084890 [email protected] VELIYANCODE 0494 2677788 8606084288 8606084299 [email protected]




ERNAKULAM DISTRICT1 ALANGAD 0484 2671477 8606084910 8606084911 [email protected] ARAKKAPPADY 0484 2655132 8606463400 8606463500 [email protected] KALADY 0484 2463283 8606084841 8606084842 [email protected] MARAMPILLY 0484 2676872 8606297272 8606247272 [email protected] MANJAPRA 0484 2691677 8606467466 8606467477 [email protected] PALARIVATTOM 0484 2337925 8606084869 8606084870 [email protected] PERUMBAVUR 0484 2529064 8606084877 8606084878 [email protected] THRIPUNITHURA 0484 2775688 8606084893 8606084894 [email protected]

KOLLAM DISTRICT1 BHARANIKAVU 0476 2832466 8606274944 8606269166 [email protected] CHAKKUVALLY 0476 2854540 8606274955 8606269144 [email protected] CHANTHANATHOPPU 0474 2712288 8606223966 8606032288 [email protected] KOTTARAKKARA 0474 2650264 8606274922 8606269177 [email protected] KARUNAGAPALLY 0476 2629288 8606473844 8606487288 [email protected] KUNDARA 0474 2522232 8606223866 8606223466 [email protected] MYNAGAPPALLY 0476 2847275 8606473833 8606487277 [email protected] NEDIYAVILLA 0476 2856071 8606473811 8606487255 [email protected] NEDUVATHOOR 0474 2452852 8606192299 8606192277 [email protected]

10 PATTAZHI 0475 2398388 8606274911 8606269133 [email protected] PUTHOOR 0474 2419922 8606192221 8606192200 [email protected] PUTHENTHERUVU 0476 2629587 8606473855 8606487299 [email protected] THAMARAKUDY 0474 2661650 8113015533 8113016633 [email protected]

PATHANAMTHITTA DISTRICT1 ENATH 0473 4210470 8606274933 8606269155 [email protected] CHARUMMOODU 0479 2380599 8606310599 8606313933 [email protected]

ALAPUZHA DISTRICT1 THAMARAKULAM 0479 2371216 8606473822 8606487266 [email protected]

KOZHIKODE DISTRICT1 MANKAVU 0495 2330700 8606192288 8606192255 [email protected] PAYYANAKKAL 0495 2323220 8606192220 8606192224 [email protected]

KANNUR DISTRICT1 EZHILODE 0497 2805152 8113983355 8113983332 [email protected] MAYYIL 0460 2275121 8113983331 8113983330 [email protected]

3 PERUVALATHU PAR-AMBU 0460 2259889 8606786611 8606794433 [email protected]

4 THALIPARAMBU 0460 2200855 8606794449 8606745550 [email protected]


PNY SABHA FINANCE LIMITEDCIN: U65910KL1995PLC009493

Reg. Office: 7/276A, Peringottukara Namboothiri Yogakshema Sabha Building, Anthikad, Thrissur – 680 641

Website: www.pnysabha.com E mail: [email protected] Phone: 0487-2630208

N O T I C E

NOTICE is hereby given that the 23rd Annual General Meeting of the company will be held at the Registered Office of the Company situated at 7/276A Peringottukara Namboothiri Yogakshema Sabha Building, Anthikad, Thrissur – 680 641 on Saturday, 29th September, 2018 at 11 A.M. to transact the following businesses: Ordinary Business:- 1. To receive, consider and adopt the Audited Financial Statements for the year ended on 31st March

2018 and Auditors and Directors Report thereon. 2. To appoint Director in the place of Sri. Kesavan Mankora Subramanian (DIN: 07642605), who

retires by rotation and being eligible, offers himself for re- appointment.

3. To appoint Director in the place of Sri. Narayanan Kanjiyil Thamarappilli (DIN:00318612), who retires by rotation and being eligible, offers himself for re-appointment.

4. To appoint Director in the place of Sri. Raman Namboothiri Punnappilly Raman Namboothiri (DIN: 03589872), who retires by rotation and being eligible, offers himself for re-appointment.

Special Business:-

5. To consider and if thought fit, to pass with or without modification, the following resolution, as a Special Resolution:

Resolved that in supersession of earlier resolution passed by the members of the Company and pursuant to Section 180(1)(c) and other applicable provisions, if any, of the Companies Act, 2013, and the Rules made there under, the consent of the Company be and is hereby given to the Board of Directors of the Company for borrowing, from time to time, any sum or sums of monies which together with the monies already borrowed by the Company (apart from temporary loans obtained or to be obtained from the Company’s bankers in the ordinary course of business) may exceed the aggregate of the paid up capital, free reserves and securities premium of the Company provided that the total amount so borrowed by the Board shall not at any time exceed Rs.500 crores (Rupees Five Hundred crores only) or the aggregate of the paid up capital free reserves and securities premium of the Company, whichever is higher.

6. To consider and if thought fit, to pass with or without modification, the following resolution, as a Special Resolution:


“RESOLVED THAT pursuant to provisions of the Section 71 read with the Section 42 and other applicable provisions, if any, of the Companies Act, 2013, and the Rules made there under, the consent of the members be and is hereby accorded to the Board of Directors of the Company, to offer and/or invite for issue of Secured Redeemable Non-convertible Debentures (NCDs) on private placement, in one or more tranches, with the consent being valid for a period of one year from the date hereof, on such terms and conditions as may be determined by the Board of Directors;

RESOLVED FURTHER THAT the aggregate amount to be raised through the issuance of NCDs pursuant to the authority under this Resolution shall not exceed the limit of Rs.200 crores (Rupees Two Hundred crores only);

RESOLVED FURTHER THAT the Board of Directors of the Company, be and is hereby authorized to do all such acts, deeds, matters and things and to execute all such agreements, documents, instruments, applications etc. as may be required, with power to settle all questions, difficulties or doubts that may arise in regard to the aforesaid resolution as it may in its sole discretion deem fit and to delegate all or any of its powers herein conferred to any of the Directors and/or Company Secretary of the Company, to give effect to this resolution.”

7. To consider, and if thought fit, to pass with or without modifications, the following resolution as Ordinary Resolution:-

“RESOLVED THAT pursuant to Section 61(1)(a) and other applicable provisions, if any, of the Companies Act, 2013, the Authorised Share capital of the company be and is hereby increased from Rs. 500,000,000/- (Rupees Fifty Crore only) divided into 50,000,000 (Five Crore) equity shares of Rs. 10/- (Rupees Ten) each to Rs. 750,000,000/- (Rupees Seventy Five Crore only) divided into 75,000,000 (Seven Crore Fifty Lakh) equity shares of Rs. 10/- (Rupees Ten) each by creation of 25,000,000 (Two Crore Fifty Lakh) equity shares of Rs. 10/- (Rupees Ten) each ranking pari passu in all respect with the existing equity shares.

Consequently the existing Clause V of Memorandum of Association be and is hereby substituted with the following Clause V:-

Clause V:- The authorised share capital of the company is Rs. 750,000,000/- (Rupees Seventy Five Crore only) divided into 75,000,000 (Seven Crore Fifty Lakh) equity shares of Rs.10/- (Rupees Ten) each.

Place: Anthikad By Order of the Board of Directors Date: 01.09.2018 For PNY Sabha Finance Limited

Sd/- (Company Secretary)


Notes:

1. A member entitled to attend and vote at the meeting of the Company is entitled to appoint a proxy to attend and vote instead of himself and such proxy need not be a member of the Company. The instrument appointing a proxy in order to be effective shall be deposited at the Registered Office of the Company not less than 48 hours before the time fixed for holding the meeting.

2. The Explanatory Statement pursuant to Section 102 of the Companies Act, 2013, which sets out details relating to Special Business to be transacted at the meeting, is annexed hereto and forms part of the Notice.

3. In compliance with Section 108 of the Companies Act, 2013 and Rule 20 of the Companies (Management and Administration) Rules, 2014, as substituted by the Companies (Management and Administration) Amendment Rules, 2015, the Company is pleased to provide the facility of remote e-voting to all members as per the applicable Regulations relating to e-voting. Such remote e-voting facility is in addition to voting that shall take place at the meeting venue on 29th September 2018. The members can, however, opt for only one mode of voting i.e. either physically voting at the AGM or e-voting. A separate e-voting instruction slip is enclosed explaining the process of e-voting with necessary user id and password along with procedure for such e-voting.

4. The company has appointed Sri. M. Vasudevan FCS, Practising Company Secretary, Thrissur, to act as the Scrutinizer for conducting the electronic voting process in a fair and transparent manner and in accordance with the provisions of the Act and the Rules made thereunder.

5. All documents referred to in accompanying notice and explanatory statement shall be open for inspection at the Registered Office of the Company between 11 a.m to 1 p.m on all working days except Saturdays, up to and including the date of Annual General Meeting

The instructions for shareholders voting electronically are as under:

(i) The voting period begins on Wednesday, 26th September, 2018 at 9.00 A.M and ends on Friday, 28th September 2018 at 5.00 P.M. During this period shareholders’ of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date (record date) of 21st September 2018 may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.

(ii) Shareholders who have already voted prior to the meeting date would not be entitled to vote at the meeting venue.

The shareholders should log on to the e-voting website www.evotingindia.com.

(iii) Click on Shareholders.

(iv) Now Enter your User ID

a) For CDSL: 16 digits beneficiary ID,


b) For NSDL: 8 Character DP ID followed by 8 Digits Client ID, c) Members holding shares in Physical Form should enter Folio Number registered with

the Company.

(v) Next enter the Image Verification as displayed and Click on Login.

If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier voting of any company, then your existing password is to be used.

(vi) If you are a first time user follow the steps given below:

For Members holding shares in Demat Form and Physical Form

PAN

Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department (Applicable for both demat shareholders as well as physical shareholders)

• Members who have not updated their PAN with the Company/Depository Participant are requested to use the first two letters of their name and the 8 digits of the sequence number in the PAN field.

• In case the sequence number is less than 8 digits enter the applicable number of 0’s before the number after the first two characters of the name in CAPITAL letters. Eg. If your name is Ramesh Kumar with sequence number 1 then enter RA00000001 in the PAN field.

Dividend Bank Details

OR Date of Birth (DOB)

Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recorded in your demat account or in the company records in order to login.

• If both the details are not recorded with the depository or company please enter the member id / folio number in the Dividend Bank details field as mentioned in instruction (v).

(i) After entering these details appropriately, click on “SUBMIT” tab.

(ii) Members holding shares in physical form will then directly reach the Company selection screen. However, members holding shares in demat form will now reach ‘Password Creation’ menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

(iii) For Members holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.

(iv) Click on the EVSN relevant to PNY Sabha Finance Limited.

(v) On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option “YES/NO” for voting. Select the option YES or NO as desired. The option YES implies that you


assent to the Resolution and option NO implies that you dissent to the Resolution.

(vi) Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.

(vii) After selecting the resolution you have decided to vote on, click on “SUBMIT”. A confirmation box will be displayed. If you wish to confirm your vote, click on “OK”, else to change your vote, click on “CANCEL” and accordingly modify your vote.

(viii) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.

(ix) You can also take a print of the votes cast by clicking on “Click here to print” option on the Voting page.

(x) If a demat account holder has forgotten the login password then Enter the User ID and the image verification code and click on Forgot Password & enter the details as prompted by the system.

(xi) Note for Non – Individual Shareholders and CustodiansNon-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodian are required to log on to www.evotingindia.com and register themselves as Corporates.

A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to [email protected].

• After receiving the login details a Compliance User should be created using the admin login and password. The Compliance User would be able to link the account(s) for which they wish to vote on.

• The list of accounts linked in the login should be mailed to [email protected] and on approval of the accounts they would be able to cast their vote.

• A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.

In case you have any queries or issues regarding e-voting, you may refer the Frequently Asked Questions (“FAQs”) and e-voting manual available at www.evotingindia.com, under help section or write an email to [email protected].

EXPLANATORY STATEMENT IN RESPECT OF SPECIAL BUSINESS PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013:

Item No.5:To meet the fund requirements, the Company may be required to borrow from time to time by way of loans and/or issue of Debentures, sub-debts or other securities and the existing approved limit may


likely be exhausted in the near future and it is therefore recommended to enhance the borrowing limits of the Company up to Rs.500 crores (Rupees Five Hundred crores only). As per Section 180(1)(c) of the Companies Act, 2013, borrowings (apart from temporary loans obtained from the Company’s bankers in ordinary course of business) by the Company beyond the aggregate of the paid up capital, free reserves and securities premium of the Company requires approval from the shareholders of the Company. It is, therefore, proposed to seek the approval of the shareholders for enhancing the borrowing limits up to Rs.500 crores.

None of the Directors and Key Managerial Personnel of the Company and their relatives is concerned or interested, financially or otherwise, in the resolution.

Item No.6: The company has been raising funds by issuing Secured Redeemable Non-Convertible Debentures (NCDs) from time to time to meet its working capital requirements. Pursuant to Section 42 of the Companies Act, 2013, read with Rule 14 of the Companies (Prospectus and Allotment of Securities) Rules, 2014 and the Companies (Prospectus and Allotment of Securities) Second Amendment Rules, 2018 the Company is required to obtain approval of its members by way of a special resolution, before making any offer or invitation for issue of NCDs on private placement basis. The company proposes to issue Secured Redeemable Non-Convertible Debentures up to a maximum limit of Rs.200 crores.

None of the Directors and Key Managerial Personnel of the Company and their relatives is concerned or interested, financially or otherwise, in the resolution.

Item No.7:

The directors of the company have felt that for expanding the business of the company, the company needs more funds in the form of Equity Share Capital. The present Authorised Share Capital of the company is only Rs.500,000,000/- (Rupees Fifty Crore only) divided into 50,000,000 (Five Crore) equity shares of Rs. 10/- (Rupees Ten) each. The Board, therefore, decided that the Authorised Share Capital of the company be increased to Rs.750,000,000/- (Rupees Seventy Five Crore only) divided into 75,000,000 (Seven Crore Fifty Lakh) equity shares of Rs. 10/- (Rupees Ten) each. Pursuant to the increase in the Authorized Share Capital of the Company, it is necessary to amend the Capital Clause (Clause V) of the Memorandum of Association, to reflect the increase in the Authorized Capital of the Company. Approval of the shareholders is necessary for such increase in Authorized Share Capital and consequent alteration of the Memorandum of Association of the Company.

Hence the proposed resolution is recommended for consideration of and approval by the Shareholders of the company.

None of the Directors or Key Managerial Personnel or their respective relatives are concerned or interested in the Resolution.


PNY SABHA FINANCE LIMITED

CIN : U65910KL1995PLC009493Reg. Office: 7/276A, Peringottukara Namboothiri Yogakshema Sabha Building, Anthikad, Thrissur – 680 641

Website: www.pnysabha.com E mail: [email protected] Phone: 0487-2630208

DIRECTORS’ REPORT FOR THE FINANCIAL YEAR 2017-2018

To,The Members,

The Directors present the 23rd Annual Report and Annual Accounts on the business and operations of your company along with the Audited Financial Statements for the year ended 31st March, 2018.

Financial Results:

During the year under review, performance of your company was as under (Figures in Rs. Lakhs):

Particulars Year ended 31st March2018

Year ended 31st March2017

Revenue 2488.03 2573.11

Expenditure 3656.50 3076.66

Profit/(Loss) before exceptional items (1168.47) (503.55)

Less Exceptional Item Nil Nil

Profit/(Loss) before taxation (1168.47) (503.55)

Less : Tax Expense 210.26 130.45

Profit/(Loss) after tax (958.21) (373.10)

State of the Company’s Affairs and Future Outlook:

In the year of report the company has incurred a loss of Rs. 958.21lakhs as against a loss of Rs. 373.10 lakhs suffered during the previous year. During this year the revenue of the Company has decreased to Rs. 2488.03 lakhs when compared to last year’s revenue of Rs. 2573.11lakhs, but during this year the expenditure of the Company also increased to Rs. 3656.50 lakhs from the last year’s figure of Rs. 3076.66 Lakhs.

Change in nature of business:

During the year of report there was no change in the nature of business of the company.

Dividend:

Since the Company has incurred loss during the year, the board is not proposing any dividend.

Transfer of Unclaimed Dividend to Investor Education and Protection Fund

The provisions of Section 125 (2) of the Companies Act, 2013 do not apply as there were no amounts remained unclaimed and unpaid for a period of seven years from the date it became due for payment and remaining unpaid or unclaimed.


Amounts Transferred to Reserves:

Since Company has incurred loss during the year, no amount has been transferred to the Statutory Reserve. Hence, disclosure under Section 134 (3) (j) of the companies act, 2013 is not required.

Changes in Share Capital:

The authorized share capital of the company has remained unchanged during the year. The subscribed, issued and paid up capital of the company has increased to Rs. 40.35 crores during the year. The details of share allotments during the year are as follows:

Date of allotment No. of shares allotted

10.05.2017 696,039

29.06.2017 705,498

19.07.2017 258,100

14.08.2017 866,085

22.09.2017 1,244,815

12.10.2017 1,204,409

Date of allotment No. of shares allotted

28.11.2017 1,185,562

16.01.2018 746,491

30.01.2018 341,485

06.03.2018 335,402

17.03.2018 30,445

31.03.2018 134,393

Issue of Equity Shares with Differential Rights/Employee Stock Options/Sweat Equity Shares:

The company has not issued any shares with differential rights or shares under an employee stock option scheme or sweat equity shares during the year.

Extract of Annual Return: The extract of Annual Return in Form No. MGT- 9 as per Section 134(3)(a) of the Companies Act, 2013 read with Rule 8 of Companies (Accounts) Rules 2014 and Rule 12 of Companies (Management and Administration) Rules 2014 is annexed to this report and forms part of this report.

Composition of the Board:

The Board of Directors of the company comprising Eleven Directors. Their name, designation, date of appointment and the number of board meetings attended by each of them are given below:


Sl. No. Name of Director Designation Date of

Appointment

No. of Boardmeetings attended

1. Sri. P U Divakaran Chairman 01.12.2004 13

2. Sri. M S Predeep Managing Director 28.06.2007 13

3. Sri. K T Narayanan Director 28.06.2007 13

4. Sri. P N Sandeep Director 13.08.2011 13

5. Sri. P R Raman Namboothiri Director 13.08.2011 13

6. Sri. P M Narayanan Director 21.0 9.2014 8

7. Sri. K B Brahmadathan Director 20.09.2015 13

8. Sri. M S Kesavan Director 22.10.2016 13

9. Sri. T V Vasudevan Director 22.09.2017 9

10. Sri. N D Unnikrishnan Director 22.09.2017 8

11. Sri. P K Narayanan Namboodiri Director 22.09.2017 9

Board Meetings:

During the Financial Year 2017-18, Thirteen (13) meetings of the Board of Directors of the company were held. Board meeting dates and the attendance of directors are given below:

Sl. No. Date of Meeting Board Strength No. of directors present

1 10.05.2017 8 7

2 29.06.2017 8 8

3 19.07.2017 8 8

4 14.08.2017 8 8

5 22.09.2017 11 11

6 12.10.2017 11 11

7 28.11.2017 11 10

8 16.01.2018 11 11

9 30.01.2018 11 11

10 06.03.2018 11 10

11 17.03.2018 11 10

12 24.03.2018 11 10


13 31.03.2018 11 10

Particulars of Loan, Guarantees and Investments under Section 186:

The company has not given any loan or guarantee or provided any security or made investments pursuant to section 186 of the Companies Act, 2013.

Explanation to Auditor’s Remarks on Internal Financial Control:

As the Auditors pointed out, the Board has initiated process and instructed the Software Developers to correct the shortfall of the existing ERP to enable to calculate the NPA provisions along with automatic adjustment of interest reversal as mandated by RBI prudential norms.

Particulars of Contract or Arrangements with Related Parties:

The details of material contracts or arrangement or transactions, being arm’s length transactions entered into by the Company during the period under review are disclosed in AOC- 2 attached to and forming part of the financial statements.

Material Changes Affecting the Financial Position of the Company:

No material changes and commitments affecting the financial position of the company have occurred between the end of the financial year and the date of the report.

Conservation of Energy, Technology, Absorption, Foreign Exchange Earnings and Outgo:

Considering the nature of business of the company no comment is required on conservation of energy and technology absorption. There has not been any foreign exchange earnings or outgo during the financial year.

Details of Subsidiary, Joint Venture or Associates:

No other company had become a Subsidiary, *oint Venture or Associate of the company or ceased to be so during the year.

Risk Management Policy:

The company has taken measures to formulate a policy for the effective management of risks faced by the company. Details of Directors and Key Managerial Personnel:

The shareholders at their 22nd Annual General Meeting held on September 22, 2017 had appointed Sri. T V Vasudevan (DIN: 00912033), Sri. N D Unnikrishnan (DIN: 07642580) and Sri. P K Narayanan Namboodiri (DIN: 07642603) as non-executive non-independent directors of the Company, liable to retire by rotation. The shareholders also re-appointed Sri. M S Predeep (DIN: 00323900) as Managing Director of the company for a period of 3 years with effect from 24.07.2017 and regularized the appointment of Sri. M S Kesavan (DIN: 07642605) as non-executive non-independent director of the Company, liable to retire by rotation.

Among the current directors of the company, Sri. Kesavan Mankora Subramanian (DIN: 07642605), Sri. Narayanan Kanjiyil Thamarappilli (DIN: 00318612) and Sri. Raman Namboothiri Punnappilly Raman


Namboothiri (DIN: 03589872) are retiring by rotation in the ensuing Annual General Meeting and being eligible, seeks re-appointment.

Details of significant & material orders passed by the regulators or courts or tribunal:

The regulators or courts or tribunals had not passed any significant or material orders during the year which impacted the going concern status of the company or the company’s operations in future.

Statement in Respect of Adequacy of Internal Financial Control with Reference to the Financial Statements:

The company has an effective and adequate financial control system in place. The Board has adopted policies and procedures to ensure the orderly and efficient conduct of its business, safeguarding of its assets, the prevention and detection of frauds and errors and the accuracy and completeness of accounting records.

Deposits:

The company has not accepted any deposits covered under the provisions of the Companies Act, 2013 and also there are no outstanding deposits as at the end of the financial year.

Audit Committee:

The company has constituted an Audit Committee, which comprises the following members:1. Sri. P M Narayanan (Chairman)2. Sri. K B Brahmadathan (Member)3. Sri. PU Divakaran (Member)

During the Financial Year 2017-18, Two (2) meetings of the Audit Committee were held on 14th August, 2017 and 28th March, 2018 respectively. The details of attendance of the members are as given below:

Name of Director No. of meetings attended

P M Narayanan 2

K B Brahmadathan 2

P U Divakaran 2

During the year there were no cases of non acceptance of recommendations of the Audit Committee by the Board of Directors.

Nomination & Remuneration Committee:

The company has constituted a Nomination and Remuneration Committee, which comprises the following members:

1. Sri. K B Brahmadathan (Chairman)2. Sri. P M Narayanan (Member)3. Sri. P U Divakaran (Member)

During the financial year one meeting of the committee was held on 06th December, 2017, which was attended


by all the members.

The committee chiefly deals with matters relating to the size and composition of the Board, succession plans, evaluation of performance, Board diversity and remuneration framework and policies thereon. The committee is in the process of formulating detailed criteria relating to the determination of qualifications, positive attributes and independence of directors and recommendation of candidates to the Board as well as a policy relating to remuneration of directors, key managerial personnel and other employees.

Annual Evaluation:

The Board evaluated the effectiveness of its functioning and that of the Committees and of individual directors by seeking their inputs on various aspects of governance. The main aspects of evaluation included the contribution to governance, participation in planning and fulfillment of obligations and responsibilities. Declaration by Independent Director:

The Independent Directors have provided to the Board the declaration as required under section 149(7) of the Companies Act, 2013 regarding the criteria of independence laid down in section 149(6) of the Companies Act, 2013.

Disclosure u/s 197(14):

The disclosure requirements under section 197(14) of the Companies Act, 2013 are not applicable to the company during the year of report.

Secretarial Audit Report:

The provisions of the Companies Act, 2013 and the rules framed there under relating secretarial audit report are not applicable to the company.

Corporate Social Responsibility (CSR) Policy:

The provisions of the Companies Act, 2013 and the rules made there under relating to Corporate Social Responsibility are not applicable to the company.

Vigil Mechanism:

The company is not required to constitute a vigil mechanism pursuant to the provision of the Companies Act, 2013 and the rules framed there under.

Disclosures under Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013:

The Committee has been constituted and the company has not received any complaints during the financial year.

Disclosure u/s 143(12):

The auditors of the company have not reported any fraud pursuant to section 143(12) of the Companies Act, 2013.


Directors Responsibility Statement:

In accordance with the provisions of Section 134(5) of the Companies Act 2013, your directors confirm that:

a. in the preparation of the annual accounts for the financial year ended 31st March, 2018, 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 as at 31st March, 2018 and of the 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 the Companies Act 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

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

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

Statutory Auditors:

The present statutory auditors of the company, M/s. T V Ganesa Iyer & Co., Chartered Accountants, Kochi, were appointed for a period of five years in the 20th Annual General Meeting held on 20.09.2015.

Cost Auditors:

The company is not required to appoint a Cost Auditor pursuant to the provisions of the Companies Act, 2013.

Acknowledgment:

We thank our valued shareholders, auditors, bankers, clients and Government authorities for their support. We place on record our appreciation of the contribution made by our employees at all levels. Our consistent growth was made possible by their hard work, solidarity, co-operation and support.

Place: Anthikad For and on behalf of the Board of DirectorsDate: 01.09.2018 Sd/- P U Divakaran (DIN: 01608147) (Chairman)


Form No. MGT-9

EXTRACT OF ANNUAL RETURNas on the financial year ended on 31.03.2018

[Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014]

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

I. REGISTRATION AND OTHER DETAILS:

CIN U65910KL1995PLC009493

Registration Date 06.10.1995

Name of the Company PNY SABHA FINANCE LIMITED

Category / Sub-Category of the Company Company Limited by Shares/ Indian Non-Government Company

Address of the Registered office and contact details

7/276A,Peringottukara Namboothiri Yogakshema Sabha Building, Anthikad, Thrissur – 680 641Phone: 0487-2630208/2636824/2630854E mail: [email protected]: www.pnysabha.com

Whether listed company Yes / No No

Name, Address and Contact details of Registrar and Transfer Agent, if any Nil

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY:

All the business activities contributing 10 % or more of the total turnover of the company shall be stated:-

Sl. No. Name and Description of main products/services

NIC Code of the Product/service

% to total turnover of the company

1 Financial Leasing 65910 100

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES:

Sl. No. Name and Address of the Company CIN/GLN Holding/Subsidiary/

Associate% of shares

heldApplicable

Section

Not Applicable


IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)

I). Category-wise Share Holding

Category ofShareholders

No. of Shares held at thebeginning of the year

No. of Shares held at theend of the year %

Change during

the yearDemat Physical Total

% of total

sharesDemat Physical Total

% of total

sharesA. Promoters

(1). Indian

a) Individual/HUF - - - - - - - - -

b) Central Govt. - - - - - - - - -

c) State Govt.(s) - - - - - - - - -

d) Bodies Corp. - - - - - - - - -

e) Banks/FI - - - - - - - - -

f) Any Other….. - - - - - - - - -

Sub-total (A)(1):- - - - - - - - - -

(2). Foreign

a) NRIs – Individuals - - - - - - - - -

b) Other – Individuals - - - - - - - - -

c) Bodies Corp. - - - - - - - - -

d) Banks/FI - - - - - - - - -

e) Any other….. - - - - - - - - -

Sub-total (A)(2):- - - - - - - - - -Total shareholding of Promoter(A) = (A)(1) + (A)(2)

- - - - - - - - -

B. Public Shareholding

(1). Institutions

a) Mutual Funds - - - - - - - - -

b) Banks/FI - - - - - - - - -


c) Central Govt. - - - - - - - - -

d) State Govt(s) - - - - - - - - -e) Venture Capital Funds - - - - - - - - -f) Insurance Companies - - - - - - - - -

g) FIIs - - - - - - - - -h) Foreign Venture Capital Funds - - - - - - - - -

i) Others(specify) - - - - - - - - -

Sub-total (B)(1):- - - - - - - - - -

2. Non-Institutions

a) Bodies Corp.

i) Indian - - - - - - - - -ii) Overseas - - - - - - - - -

b) Individuals

i) Individual shareholders holding nominal share capital upto Rs.1 lakh

Nil 8,202,550 8,202,550 25.16 Nil 10,556,097 10,556,097 26.16 28.69

ii) Individual shareholders holding nominal share capital in excess of Rs.1 lakh

Nil 15,718,175 15,718,175 48.22 Nil 23,444,024 23,444,024 58.11 49.15

c) Others (Peringottukara Namboothiri Yogakshema Sabha)

Nil 8,675,823 8,675,823 26.62 Nil 6,345,151 6,345,151 15.73 -26.86

Sub-total (B)(2):- Nil 32,596,548 32,596,548 100 Nil 40,345,272 40,345,272 100 23.77

Total Public Shareholding (B) = (B)(1) + (B)(2)

Nil 32,596,548 32,596,548 100 Nil 40,345,272 40,345,272 100 23.77

C. Shares held by Custodian for GDRs and ADRs

- - - - - - - - -

Grand Total (A+B+C) Nil 32,596,548 32,596,548 100 Nil 40,345,272 40,345,272 100 23.77


II). Shareholding of Promoters

Sl. No.

Shareholder’s name Shareholding at the beginning of the year Shareholding at the end of the year

No. of shares

% of total shares of the

Company

% of Shares pledged/

encumbered to total shares

No. of shares


Company

% of Shares pledged/

encumbered to total shares

% change in share holding

during the year

Nil

III). Change in Promoters’ Shareholding ( please specify, if there is no change)

Sl. No.

Shareholding at the beginning of the year

Cumulative shareholding during the year

No. of shares

% of total shares of the Company

No. of shares

% of total shares of the Company

At the beginning of the year Not applicable

Date wise increase/ decrease in Promoters Shareholding during the year specifying the reasons for increase/ decrease (e.g. allotment/ transfer/ bonus/ sweat equity etc.):

Not applicable

At the End of the year Not applicable

IV). Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs and ADRs):

Sl. No.

Shareholding at the beginning of the year

Cumulative shareholding during the year

Increase/(Decrease) in Shareholding

during the year specifying the

date and reasons for increase/

decrease *

For each of the Top 10 Shareholders

No. of shares


CompanyNo. of shares


Company

1 M/s. Peringottukara Namboothiri Yogakshema Sabha 8,675,823 26.62 6,345,151 15.73 (2,330,672)

2 Sri. Steve Stanley & Shirley Stanley 146,000 0.45 446,000 1.10 300,000

3 Smt. Sheena Shajin 122,237 0.37 164,237 0.40 42,000

4 Sri. Sasindran.N 160,000 0.49 160,000 0.39 No Change

5 Sri. Shajin T A. 74,914 0.23 159,414 0.39 84,500

6 Smt. Shirley Stanley & Steve Stanley 146,000 0.45 1,46,000 0.36 No Change

7 Smt. Anitha Prince 94,900 0.29 139400 0.35 44,500

8 Smt. Indira V 52,180 0.16 125,680 0.31 73,500

9 Sri. Antony K.V 100 0.01 120,500 0.29 120,400

10 Dr. Madhavan Namboodiri K T 120,000 0.37 120,000 0.29 No Change


*Reasons for increase/decrease

a.) M/s. Peringottukara Namboothiri Yogakshema Sabha – Share transfers during the financial year 2017-18.

b.) Sri. Steve Stanley & Shirley Stanley – Share allotted on 10.05.2017.

c.) Smt. Sheena Shajin – Share allotted on 16.01.2018.

d.) Sri. Shajin T A - Share transfers during the financial year 2017-18 and shares allotted on 19.07.2017 and 12.10.2017.

e.) Smt. Anitha Prince - Shares allotted on 22.09.2017 and 28.11.2017.

f.) Smt. Indira V – Share transfers during the financial year 2017-18 and shares allotted on 29.06.2017, 22.09.2017 and 12.10.2017

g.) Sri. Antony K.V – Share transfers during the financial year 2017-18 and shares allotted on 12.10.2017.

v). Shareholding of Directors and Key Managerial Personnel:

Sl. No.

Shareholding at the beginning of

the year

Cumulative shareholding during

the year

Increase/ decrease in

Shareholding during the

year specifying the date and reasons for increase/ decrease

For each of the Directors and KMP No. of shares

% of total

shares of the

Company

No. of shares

% of total

shares of the

Company

1. Sri. Narayanan Kanjiyil Thamarappilli 13,405 0.04 15,404 0.03 1999

2. Sri. Predeep Mankore Sankaran 10,000 0.01 21,500 0.05 11,500

3. Sri. Raman Namboothiri Punnappilly Raman Namboothiri 10,000 0.01 11,500 0.02 1,500

4. Sri. Sandeep Paikkattu Neelakandan 10,045 0.03 11,345 0.02 1,300

5. Sri. Divakaran Pazhangaparambu Unnikrishnan 10,100 0.03 10,960 0.02 860

6. Sri. Kesavan Mankora Subramanian 4,360 0.01 4,907 0.01 547

7. Sri. Kodanat Brahmadathan Brahmadathan 46,000 0.14 46,000 0.11 No change

8. Sri. Narayanan Polpakkara Mana Nil Nil Nil Nil Nil

9. Sri. Unnikrishnan Njanappilly Damodaran Nil Nil 10,000 0.02 10,000

10. Sri. Vasudevan Thekkedath Amallur Vasudevan 1,000 0.01 2,650 0.01 1,650

11.Sri. Narayanan Namboodiri Pazhangaparambu Mana Unnikrishnan Namboodiri

1,000 0.01 1,120 0.01 120

12. Smt. Shima Libish (CFO) 4,000 0.01 4,500 0.01 500

13. Sri. Dhaneesh Madachimpara Ramakrishnan (CS) Nil Nil 3,000 0.01 3000


*Reasons for increase/decrease

a.) Sri. Narayanan Kanjiyil Thamarappilli – Shares allotted on 12.10.2017.

b.) Sri. Predeep Mankore Sankaran- Shares allotted on 12.10.2017 and 31.03.2018.

c.) Sri. Raman Namboothiri Punnappilly Raman Namboothiri - Shares allotted on 12.10.2017 and 16.01.2018.

d.) Sri. Sandeep Paikkattu Neelakandan - Shares allotted on 12.10.2017.

e.) Sri. Divakaran Pazhangaparambu Unnikrishnan - Shares allotted on 28.11.2017.

f.) Sri. Kesavan Mankora Subramanian – Shares allotted on 12.10.2017.

g.) Sri. Unnikrishnan Njanappilly Damodaran - Shares allotted on 29.06.2017

h.) Sri. Vasudevan Thekkedath Amallur Vasudevan - Shares allotted on 12.10.2017.

i.) Sri. Narayanan Namboodiri Pazhangaparambu Mana Unnikrishnan Namboodiri - Shares allotted on 28.11.2017.

j.) Smt. Shima Libish – Shares allotted on 12.10.2017.

k.) Sri. Dhaneesh Madachimpara Ramakrishnan – Shares allotted on 17.03.2018.

V. INDEBTEDNESS:

Indebtedness of the Company including interest outstanding/accrued but not due for payment

Secured Loans excluding Deposits Unsecured Loans Deposits Total Indebtedness

Indebtedness at the beginning of the financial year

i) Principal Amount 1,030,950,549.74 413,735,000 - 1,444,685,549.74

ii) Interest due but not paid - - -

iii) Interest accrued but not due 68,585,524 8,120,000 - 76,705,524

Total (i+ii+iii) 1,099,536,073.74 421,855,000 Nil 1,521,391,073.74

Change in indebtedness during the financial year

Addition - 171,368,947 - 171,368,947

Reduction 342,184,341.83 - - 342,184,341.83

Net Change 342,184,341.83 171,368,947 Nil 170,815,394.83

Indebtedness at the end of the financial year

i) Principal Amount 745,806,390.23 527,930,000 - 1,273,736,390.23

ii) Interest due but not paid - - - -

iii) Interest accrued but not due 11,545,341.68 65,293,947 - 76,839,288.68

Total (i+ii+iii) 757,351,731.91 593,223,945 Nil 1,350,575,678.91


VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

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

Sl. No. Particulars of Remuneration Name of MD/WTD/

Manager Total Amount

Sri. M S Pradeep

1.

Gross salary

(a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961 427,510 427,510

(b) value of perquisites u/s. 17(2) of the Income tax Act, 1961 - -

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

2. Stock Option - -3. Sweat Equity - -

4.Commission - as % of profit - -- others, specify… - -

5. Others, please specify - Allowance & Sitting fee 178,000 178,000Total (A) 605,510 605,510

B. Remuneration to other directors:

Name of DirectorsParticulars of Remuneration

Fee for attending board/ committee

meetingsCommission

Others, please specify-Remuneration &

AllowanceTotal

(1) Independent Directors

Sri. P M Narayanan 16,000 - 20,500 36,500

Sri. K B Brahmadathan 22,000 26,500 48,500

Total (1) 38,000 - 47,000 85,000

(2) Executive & Non-Executive DirectorsSri. K T Narayanan 22,000 - 449,960 471,960Sri. P N Sandeep 22,000 - 429,471 451,471Sri. P U Divakaran 22,000 - - 22,000Sri. P R Raman Namboothiri 22,000 - 12,500 34,500Sri. M S Kesavan 22,000 - 36,000 58,000Sri. N D Unnikrishnan 8,000 - - 8,000Sri. T V Vasudevan 10,000 - - 10,000Sri. P K Narayanan Namboodiri 10,000 - - 10,000Total (2) 138,000 927,931 1,065,931

Total (B) = (1) +(2) 176,000 - 974,931 1,150,931Total Managerial Remuneration (A) + (B) 1,756,441

Overall Ceiling as per the Act 8,400,000.00


C. Remuneration to key managerial personnel other than MD/Manager/WTD:

Sl. No. Particulars of Remuneration Name of MD/WTD/

Manager Total Amount

CEO Company Secretary CFO

1.

Gross salary

(a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961 - 311,068 321,143 632,211

(b) value of perquisites u/s. 17(2) of the Income tax Act, 1961 - - - -

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

2. Stock Option - - - -

3. Sweat Equity - - - -

4.Commission - as % of profit - - - -- others, specify… - - - -

5. Others, please specify - - - -Total Nil 311,068 321,143 632,211

VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:

Type

Section of the

Companies Act

Brief Description

Details of Penalty/ Punishment/

Compounding fees imposed

Authority [RD/ NCLT/

Court]

Appeal made, if any(give details)

A.COMPANY

Penalty NilPunishment

Compounding B. DIRECTORS Penalty

NilPunishment CompoundingC. OTHER OFFICERS IN DEFAULT

Penalty

NilPunishment

Compounding

For and on behalf of the Board of Directors For and on behalf of the Board of Directors Sd/- Sd/- Dhaneesh M R P U Divakaran (DIN: 01608147) (Company Secretary) (Chairman)


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)

Form for disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arms length transactions under third proviso thereto

1. Details of contracts or arrangements or transactions not at arm’s length basis.

Sl. No. Particulars Details

a. Name(s) of the related party and nature of relationship Nilb. Nature of contracts/ arrangements/ transactions Nilc. Duration of the contracts / arrangements/ transactions Nil

d. Salient terms of the contracts or arrangements or transactions including the value, if any Nil

e. ustification for entering into such contracts or arrangements or transactions Nilf. Date(s) of approval by the Board Nilg. Amount paid as advances, if any: Nil

h. Date on which the special resolution was passed in general meeting as required under first proviso to section 188 Nil

2. Details of material contracts or arrangement or transactions at arm’s length basis.

Name of the related party & nature of

relationship

Nature of contracts/ arrangements/

transactions

Duration of the contracts / arrangements/

transactions

Salient terms of the contracts or arrangements

or transactions including the value,

if any

Amount paid as advances, if any:

Mr. M S Predeep &Managing Director

Related Party’s appointment to any office

or place of profit.N A

Remuneration paid for the FY 2017-18

Rs. 605,510/-Nil

Mr. K T Narayanan& Executive Director




Rs. 471,960/-Nil

Mr. P N Sandeep & Executive Director




Rs. 451,471/-Nil

Mrs. Shima Libish & Chief Financial Officer




Rs. 321,143/-Nil

Mr. Dhaneesh M R & Company Secretary




Rs. 311,068/-Nil

For and on behalf of the Board of Directors Sd/-

P U Divakaran (DIN: 01608147) (Chairman)


Independent Auditor’s Report

To the Members of PNY Sabha Finance Ltd

Report on the Financial Statements

We have audited the accompanying standalonefinancial statements of PNY Sabha Finance Ltd(“ the company”) which comprise the Balance Sheet as at March 31, 2018, the Statement of Profit and Loss, Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management’s Responsibility for the Financial Statements

The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes 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 financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor’s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit.We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder.We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the standalone financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company’s preparation of the financial statements that give a true and fair view in order to design audit procedures that areappropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company’s Directors, as well as evaluating the overall presentation of the financial statements.We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2018, and its Loss and its Cash Flow for the year ended on that date.


Report on Other Legal and Regulatory Requirements1. 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 purpose of our audit;

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

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

d. In our opinion, the aforesaid financial statements comply with the Accounting Standards specified under section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014 and the Companies(Accounting Standards)Amendment Rules,2016.

e. On the basis of written representations received from the directors as on March 31, 2018 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2018 from being appointed as a director in terms of 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 Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

i. The Company 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 were required to be transferred to the Investor Education and Protection Fund by the Company.

For and on behalf of

TV Ganesa Iyer& CoChartered AccountantsFirm’s registration number:000856S

Babu K.KPartner

Membership number:027490Place: KochiDate: 29.08.2018

Sd/-


Annexure A” to the Independent Auditors’ Report

The Annexure referred to in our report to the members of PNY Sabha Finance Ltd. for the year Ended on 31.03.2018. We report that:

(i) a. The company is maintaining fixed asset register showing full particulars including quantitative details and situation of fixed assets.

b. According to the information given to us, the fixed Assets have been physically verified by the management in a phased manner over a period of 2 years.In our opinion this periodicity of physical verification is reasonable having regard to size of company and nature of asset.

c. According to the information’s and explanations given to us and on the basis of examination of records, the company does not hold any immovable property in its own name.

ii) The company is an NBFC and hence it does not hold any physical inventory. Hence paragraph 3(ii) of the order is not applicable to company.

iii) According to the information and explanations given to us, the company has not granted any loans, secured or unsecured to companies, firms, LLP or other parties covered in register maintained under section 189 of Companies Act 2013.

iv)In our opinion and according to the information’s and explanations given to us company has complied with the provision of section 185 and section 186of the act in respect of grant of loans, making investments and providing guarantees and securities as applicable.

v) According to the information’s and explanation given to us, the company has not accepted any deposit from the public to which the directives issued by the Reserve Bank of India and provisions of section 73 to section 76 or any other relevant provision of the act and rules framed there under apply.

vi) The central government has not prescribed maintenance of cost records under section 148(1) of the act for any of the services rendered by the company. Accordingly paragraph 3(vi) of the order is not applicable

vii)a. According to the information and explanation given to us and on the basis of our examination of the

records of the company, amount deducted/accrued in the books of accounts in respect of undisputed statutory dues including PF, income tax, sale tax, vat, service tax and other material statutory dues have been regularly deposited during the year by the company with appropriate authorities. According to the information and explanation given to us no undisputed amount payable in respect of PF,income tax, VAT, service tax and other statutory dues are in arrears as at 31st March 2018 for a period of more than 6 months from date they became payable.b.According to the information and explanation given to us there are no material dues of income tax or sales tax or service tax which has not been deposited on account of any dispute.

viii) According to the information’s and explanations given to us and based on examination of records, of the company has not made any default in repayment of loans or borrowings to financial institution, banks, government or debenture holders.

ix)The company did not raise any money by way of IPO or further public offer and term loans during the year. Accordingly paragraph 3(ix) is not applicable.


x)According to the information’s and explanation given to us, no material fraud by the company or on the company by its officers or employees has been noticed or reported during the course of our audit.

xi)According to the information’s and explanation given to us and based on examination of the records, the company haspaid/provided for managerial remuneration in accordance with requisite approvals mandated by the provisions of section 197 read with schedule V to the act.

xii)In our opinion and according to the information and explanation given to us, the company is not a nidhi company. Accordingly paragraph 3(xii) is not applicable.

xiii)According to the information and explanation given to us and based on our examination of the records of the company, transactions with related party are in compliance with section 177 and 188 of the act and details of such transactions have been disclosed in the financial statements as required by applicable accounting standards.

xiv)According to the information and explanation given to us and based on our examination of records of the company, the company has not made any preferential allotment or private placement of shares or fully or partly convertible dentures during the year under review. Accordingly paragraph 3(xiv) is not applicable.

xv)According to the information and explanation given to us and based on our examination of records of the company, the company has not entered into any non-cash transaction with the directors or persons connected with him. Accordingly paragraph 3(xv) is not applicable.

xvi)The company is required to be registered under section 45-IA of the Reserve Bank of India Act and it has obtained registration dated 15th December 2011

For and on behalf of

TV Ganesa Iyer& CoChartered AccountantsFirm’s registration number:000856S

Babu K.KPartner

Membership number:027490

Place: Kochi

Date: 29.08.2018

Sd/-


Annexure B to the Independent Auditor’s Report of even date on the FinancialStatements of PNY Sabha Finance Limited

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

We have audited the internal financial controls over financial reporting of PNY Sabha Finance Limitedas of March 31, 2018 in conjunction with our audit of the 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 internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company’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 GuidanceNote on Audit of Internal Financial Controls Over Financial Reporting 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 system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor’s judgement, 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 controls system over 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.

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.

Qualified Opinion

According to information’s and explanations given to us the following material weakness has been identified as at 31st March 2018:

The company’s ERP is not capable of calculating the NPA provisions along with automatic adjustment of interest reversal as mandated by RBI prudential norms and it requires manual intervention.

A “ Material Weakness” is a deficiency, or a combination of deficiencies, in internal financial control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual financial statements will not be prevented or detected on a timely basis.

In our opinion, except to the possible effect of material weakness described above in which case we have extended our audit procedures to cover , the company has maintained in all material respects, adequate internal financial controls over financial reporting and such internal financial controls over financial reporting were operating effectively as on March 2018, based on internal control over financial reporting criteria established by the company considering the essential components of internal controls stated in the guidance note on Audit of internal financial controls over financial reporting issued by the Institute of Chartered Accountants of India

For and on behalf ofT.V Ganesa Iyer& CoChartered AccountantsFirm’s registration number:000856S

Babu K.KPartnerMembership number:027490Place: KochiDate: 29.08.2018

Sd/-


PNY SABHA FINANCE LTDNotes to financial statements for the year ended 31-March 2018

Note: 1 ) Company OverviewPNY SABHA FINANCE LTD formerly known as Perigottukara Namboothiri Yoghakshema Sabha Credit & Investments Limited was incorporated on 06th October 1995 (orginally incorporated under the name M/S Shine Sun Finance Limited) is a Non Banking Financial Company within the meaning of Reserve Bank of India Act, 1934.

The paid up capital of the company is Rs. 40,34,52,720 fully paid up (divided into 4,03,452,720Equity shares of Rs. 10/- each).

Note: 2.1) Significant Accounting Policies

a. AS 1: Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise stated. They confirm to Generally Accepted Accounting Principles (GAAP) in India, which comprises mandatory accounting standard prescribed by the Companies (AccountingStandards) Rules and guidelines issued by the Reserve Bank of India (RBI).

All assets and liabilities have been classified as current or non current as per the operating cycle criteria set out in the Schedule III to the Companies Act 2013.Previous year figures have been reclassified in accordance with current year requirements.

Revenue recognition and expenses accountingIncome is recognised on accrual basis on performing assets and on realisation basis in respect of non performing assets as per the prudential norms prescribed by Reserve Bank of India. Expenditure is accounted for on accrual basis, unless otherwise stated.

b. AS 3: Cash Flow Statement

Cash flows are reported using the indirect method, where by net profit before tax is adjusted for the effects of transactions of a non-cash nature, any deferrals or accruals of past or future operating cash receipts or payments and item of income or expenses associated with investing or financing cash flows. The cash flows from operating, investing and financing activities of the Group are segregated.

c. Use of estimates

The preparation of the financial statements requires the management to make estimates and assumptions that affect the reported balances of assets and liabilities and disclosures relating to contingent liabilities as at the date of the financial statements and reported amounts of income and expenses during the period. Examples of such estimates are provisions for doubtfuldebts, future obligations under employee retirement benefit plans,income taxes and the useful lives of fixed assets and intangible assets.

d. Accounting for Depreciation

Depreciation is provided on the basis of useful life of the assets as per the provisions of Companies Act,2013. Nature of Asset Useful lifePlant & Equipment 5yearsFurniture & Fixtures 10yearsVehicle 8yearsOffice Equipment Computer 3yearsOffice Equipment- Others 5years

e. AS 9: Revenue Recognition

Revenue is primarly in the nature of Interest received and receivable.Revenue is recognised in accordance with the guidence note on accural basis of accounting issused by ICAI. Accordingly, where the income could not be determined with certain amount of exactitude or the realisation of which is doubtful, the same is not accrued. Accordingly income is not accrued on Non-performing Credit exposures . Income on such credit exposuresis accounted on realisation basis.The company has followed the prudential norms prescribed by the Reserve Bank of India in respect of Income Recognition and provision for Bad and doubtful debts.


Details of acturial valuation as on 31.03.2018 :-Present Value of obligations at the end of the year 10,813,851.00 Fair Value of Plan Assets at the end of the year 13,297,309.00 Net Asset 1,659,138.00 Current Service Cost 1,033,443.00 Interest Cost 857,359.00 Expected Return on Plan Asset (958,614.12)Net Acturial Gain 381,396.00

Expense recognised in statement of profit and loss 1,313,583.88

g.2 Provident FundEligible employees of the company receive benefits from a provident fund, which is a defined benefit plan. Both the employee and the Company make monthly contributions to the provident fund plan and the company's contribution is charged to the statement of profit and loss.

h Names of Related Parties

Associates / Enterprises owned or significantly influenced by key management personnel or their relativesPeringottukara Namboothiri Yogakshema SabhaPNYS Chit Funds Kerala Private LimitedPNY Securities India Pvt Ltd

Key Management Personnel

M.S.PredeepShima LibishDhaneesh.M.R

Relatives of key management personnelSujatha.MRadhadevi.SMaheswaran Bhattathiripad

*Related parties have been identified on the basis of declaration received by the Company from its directors and other records available. The same has been relied upon by the auditors.

Rebate has been provided to some customers for the repayment of non performing loans and the interest income in respect of such loans which is considered in previous year is written off to the extent of Rs. 4,06,617

f AS 10: Accounting For Fixed Assets

Fixed assets are stated at cost, less accumulated depreciation and impairments, if any. Direct costs are capitalized until fixed assets are ready for use.

g AS 15: Employee Benefits

g.1 GratuityThe company has a defined benefit gratuity plan and the scheme is funded with Life insurance corporation of India. The company pay premium to LIC as intimated by them from time to time based on the acturial valuation done by them as per projected unit credit method.


Particulars Associates / Enterprises owned Key Management Personnel Relatives of key management personnel Total

31/March/2018 31/March/2017 31/March/2018 31/March/2017 31/March/2018 31/March/2017 31/March/2018 31/March/2017

Debentures issued during the period - - (Note 5a)Debentures redeemed during the period(Note 5a)Investment in KuriPeringottukara Namboothiri Yogakshema Sabha 16,311,780.00 17,967,917.00

16,311,780.00

17,967,917.00 Payment towards Kuri Auction AmountPeringottukara Namboothiri Yogakshema Sabha 1,941,016.00 5,811,618.00

1,941,016.00

5,811,618.00 Kuri Auction Amount CollectedPeringottukara Namboothiri Yogakshema Sabha 25,000,000.00 9,212,500.00

25,000,000.00

9,212,500.00 Loan GivenPeringottukara Namboothiri Yogakshema Sabha - 127,000,000.00 - 127,000,000.00

Loan Repayment ReceivedPeringottukara Namboothiri Yogakshema Sabha 51,242,121.00 154,390,465.00

51,242,121.00

154,390,465.00 Remuneration to DirectorsM.S.Predeep 427,510.00 410,690.00 427,510.00 410,690.00 K.T.Narayanan 413,960.00 394,157.00 413,960.00 394,157.00 P.N.Sandeep 393,471.00 374,016.00 393,471.00 374,016.00 Remuneration to KMPShima Libish CFO 321,143.00 303,895.00 321,143.00 303,895.00 M.R. Dhaneesh C S 311,068.00 72,581.00 311,068.00 72,581.00 Allowance to Directors - - P.U.Divakaran 13,500.00 - 13,500.00 M.S.Predeep 156,000.00 156,000.00 156,000.00 156,000.00 K.T.Narayanan 36,000.00 36,000.00 36,000.00 36,000.00 P.N.Sandeep 36,000.00 36,000.00 36,000.00 36,000.00 M.S.Kesavan 36,000.00 16,000.00 36,000.00 16,000.00 Brahmadathan.K.B 26,500.00 12,000.00 26,500.00 12,000.00 P.M.Narayanan 20,500.00 7,500.00 20,500.00 7,500.00 P.R.Raman Namboothiri 12,500.00 10,000.00 12,500.00 10,000.00 N.D.Unnikrishnan - - - T.P.Vasudevan - - - P.K.Narayanan -

- - Rent Advance PaidPeringottukara Namboothiri Yogakshema Sabha 30,000,000.00 - 30,000,000.00 -

Rent PaidPeringottukara Namboothiri Yogakshema Sabha 592,935.00 558,900.00

592,935.00

558,900.00 Interest Paid on DebenturesPeringottukara Namboothiri Yogakshema Sabha - 1,119,527.00

-

1,119,527.00 Sujatha.M 4,595.00 Radhadevi S 71,540.00 Maheswaran Bhattathiripad 10,248.00 Neelakantan Nanboothiri P.J&Rema 21,050.00 56,742.00 21,050.00 56,742.00 Interest Paid on Sub-debtPeringottukara Namboothiri Yogakshema Sabha - 872,027.00

-

872,027.00 Interest Received or Receivable on LoanPeringottukara Namboothiri Yogakshema Sabha 3,703,058.00 8,380,530.00 3,703,058.00 8,380,530.00

PNYS Chit Funds Kerala Pvt.Ltd. 42,334.00 0 42,334.00 Kuri Income ReceivedPeringottukara Namboothiri Yogakshema Sabha 1,421,195.00 0 1,421,195.00

Commission ReceivedPNYS Chit Funds Kerala Pvt.Ltd. 3,048,304.00 3,124,969.00 3,048,304.00 3,124,969.00 PNYS Securities India Pvt.Ltd. 336,540.00 295,422.00 336,540.00 295,422.00

PNY SABHA FINANCE LTDAS 18: Related Party Transactions (Disclosure of transactions entered with related partiesare shown under the seperate specific note)


` ` Total operations for the yearProfit/(loss) after tax (95,821,023.17) (37,310,711.25)Net profit/(loss) for calculation of basic EPS (95,821,023.17) (37,310,711.25)Net profit/(loss) for calculation of diluted EPS (95,821,023.17) (37,310,711.25)Weighted average number of equity shares in calculating basic EPS 40,345,272.00 32,596,548.00 Effect of dilution: NIL NIL Weighted average number of equity shares in 40,345,272.00 32,596,548.00 calculating diluted EPSEPS (2.38) (1.14)

i AS 20: Earnings Per Share

Basic earnings per share is computed by dividing the net profit after tax by the weighted average number of equity shares outstanding during the period

Earnings per share (EPS)

The following reflects the profit and share data used in the basic and diluted EPS computations:

j AS 22: Accounting For Taxes On Income

This comprises provision for current tax and deferred tax charge or credit (reflecting the tax effects of timing differences between accounting income & taxable income for the period). Deferred tax is recognised subject to consideration of prudence in respect of items of income and expenses those arise at one point of time and are capable of reversal in one or more subsequent periods. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which the timing differences are expected to be reversed.

k AS 26: Intangible AssetsIntangible assets represent computer software whose cost is amortised over its expected useful life of 3 years.

l. AS 28: Impairement of AssetsCompany is reviewing the assets at each Balance Sheet date to determine whether there is any indicaton that the assets may be impaired. If any indication exist then the recoverable amount of the assets is estimated and impairment loss is recognised whenever the carrying amount of the asset exceeds the recoverable amount.

m ProvisionsA provision is recognised when an enterprise has a present obligation as a result of past event and it is probable that an outflow of resource will be required to settle the obligation, in respect of which a reliable estimate can be made. Provision 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 current management estimates.


n (i) Asset classification and provision for Non performing Assets (As per RBI Prudential Norms)

Particulars Gross Loan Outstanding Provision For Assets Net Loan Outstanding

2018 2017 2018 2017 2018 2017Gold LoanStandard Asset 652,662,061.00 680,207,719.00 1,631,655.15 1,700,519.30 651,030,405.85 678,507,199.70Sub Standard Asset 46,668.00 4,666.80 - 42,001.20Doubtful Asset - - - - - -Loss Asset - - - - - -Total 652,662,061.00 680,254,387.00 1,631,655.15 1,705,186.10 651,030,405.85 678,549,200.90

Particulars Gross Loan Outstanding Provision For Assets Net Loan Outstanding2018 2017 2018 2017 2018 2017

Pronote LoanStandard Asset 52,851,713.00 175,119,608.00 132,129.28 437,799.02 52,719,583.72 174,681,808.98Sub Standard Asset 43,582,215.00 270,757,106.00 5,619,365.40 27,075,710.60 37,962,849.60 243,681,395.40Doubtful Asset 304,102,320.00 - 79,170,605.00 - - -Loss Asset - - - - -Total 400,536,248.00 445,876,714.00 84,922,099.68 27,513,509.62 90,682,433.32 418,363,204.38Particulars Gross Loan Outstanding Provision For Assets Net Loan Outstanding

2018 2017 2018 2017 2018 2017Other LoansStandard Asset 298,114,165.00 430,140,952.00 745,285.41 1,075,408.39 297,368,879.59 429,065,543.61Sub Standard Asset 43,005,606.00 20,053,927.00 8,804,193.00 2,005,392.70 34,201,413.00 18,048,534.30Doubtful Asset 54,508,058.00 14,794,907.00 18,145,103.20 6,346,173.40 36,362,954.80 8,448,733.60Loss Asset - - - - -Total 395,627,829.00 464,989,786.00 27,694,581.61 9,426,974.49 367,933,247.39 455,562,811.51

n.(ii) NPA MOVEMENT

Particulars 31-March-2018 31-March-2017

Particulars Gold Loan Pronote Loan Other Loans Gold Loan Pronote Loan Other Loans

A.Opening NPA as on 01.04.2017

46,668.00

228,167,871.00

67,905,571.00

970,460.00

W 9,663,490.00

24,131,053.50

B.New NPA accounts - 35356261.00 34,732,325.00 46,668.00 270,757,106.00 53,176,228.00 C.Increase in existing NPA - 89,839,654.00 2,182,191.00 - - 14,794,907.00

D.Total (A+B+C) 46W,668.00 353,363,786.00 104,820,087.00 1,017,128.00 280,420,596.00 92,102,188.50 E.Write off accounts and accounts reclassified

46,668.00 5,679,251.00 7,306,423.00 970,460.00 52,252,725.00 24,196,617.50 As performing assets on payment of duesF.Closing NPA as on 31.03.2018(D-E) - 347,684,535.00 97,513,664.00 46,668.00 228,167,871.00 67,905,571.00


Note: 2.2) Debenture Reconciliation

The Company has issued debentures which are secured by a charge in favour of the Trus-tees over such of the movable/immovable properties as the case may be of the Company.

Particulars Nos Amount

Under XXXVI th Series 40 40,000.00Under XXXVII th Series 2,303.00 2,303,000.00Under XXXVIII th Series 23,532.00 23,532,000.00Under XXXIX th Series 59,184.00 59,184,000.00Under XL th Series 27,745.00 27,745,000.00Under XLI th Series 46,938.00 46,938,000.00Under XLII th Series 42,006.00 42,006,000.00Under XLIII th Series 69,769.00 69,769,000.00Under XLIV th Series 24,370.00 24,370,000.00Under XLV th Series 86,002.00 86,002,000.00Under XLVI th Series 52,515.00 52,515,000.00Under XLVII th Series 57,073.00 57,073,000.00Under XLVIII th Series 27,370.00 27,370,000.00Under XLIX th Series 18,633.00 18,633,000.00Under Lth Series 25,700.00 25,700,000.00Under LI th Series 50,000.00 50,000,000.00Under LII th Series (Deb.Appli.) 7,610.00 7,610,000.00Total debenture in schedule 620,790.00 620,790,000.00Total debenture as per Balance sheet 620,790.00 620,790,000.00

Note. 2.5) Disclosure under MSMED Act 2006: There is no amount payable to Micro and small enterprises as defined under the Micro, Small and Medium Enterprises Development Act, 2006. Further company has not paid any interest to any interest to any micro,small and medium enterprises during the year. The list of micro and small enterprises was determined based on information available with company

Note: 2.6) Expenditure in foreign currency NIL NIL

Note: 2.7) Value of import on CIF Basis NIL NIL As per our report of even date For and on behalf of the board of directors of

PNY Sabha Finance Limited For T.V.GANESA IYER & COFirm registration number: 000856SChartered AccountantsBABU K.K, FCA M.S.Predeep P.U.DivakaranPartner [Managing Director] [Chairman]Membership no: 027490Dhanesh M.R P.M.Narayanan Shima Libish[Company Secretary] [Director] [Chief Financial

Officer]Place: ThrissurDate: 29/08/2018

Note: 2.3) Additional disclosures as required by circular no DNBS.CC.PD.No.265/03.10.01/2011-2012 Total Gold loan portfolio

652,662,061.00 680,254,387.00

Total Assets 1,746,676,995.55 1,863,826,252.73

Gold loan portfolio as a %age of total assets 36.55% 34.67%

No. of Loan accounts Outstanding Loan amounts Sale Consideration of the Gold

87 Rs 37,03,190 Rs 35,92,538

Note:2.4) Disclosure pursuant to reserve bank of india notification DNBS.CC>PD.No.356/03.10.01/2013-14 dated Septem-ber 16,2013 purtaining to gold loans.

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PNY SABHA FINANCE LTDBALANCE SHEET AS AT 31-MARCH-2018

Particulars Notes31-Mar-18 31-Mar-17

` `

EQUITY & LIABILITIESShareholders’ fundsShare capital 3 403,452,720.00 325,965,480.00Reserves and surplus 4 (129,287,521.07) (33,466,497.90)

274,165,198.93 292,498,982.10Non-current liabilitiesLong-term borrowings 5 823,996,000.00 1,034,248,000.00Other long-term borrowings 6 11,795,341.68 12,105,735.00Long-term provisions 7 5,012,057.00 7,322,905.00

840,803,398.68 1,053,676,640.00Current liabilitiesShort-term borrowings 8 125,016,390.23 141,524,549.64Other current liabilities 9 392,443,169.97 337,480,410.00Short-term provisions 10 114,248,837.74 38,645,670.99

631,708,397.94 517,650,630.63

TOTAL 1,746,676,995.55 1,863,826,252.73ASSETSNon-current assets(a)Fixed assets(i)Tangible assets 11 34,461,293.61 38,442,944.27(ii)Intangible assets 12 897,636.66 1,501,548.66(b) Deferred tax assets (net) 13 38,385,940.13 17,359,285.60(c)Long-term loans and advances 14 347,500,550.00 482,427,968.00(d)Investments 15 60,835,879.00 95,672,637.00

482,081,299.40 635,404,383.53Current assetsCash and bank balances 16 37,202,791.92 38,581,562.00Short-term loans and advances 14 1,145,763,371.94 1,123,984,116.00Other current assets 17 81,629,532.29 65,856,191.20

1,264,595,696.15 1,228,421,869.20Total 1,746,676,995.55 1,863,826,252.73

Company Overview 1

Summary of significant accounting policies 2.1The accompanying notes are an integral part of the financial statements.As per our report of even date attached For and on behalf of the board of directors

PNY SABHA FINANCE LIMITEDFor T.V.GANESA IYER & CO

Firm registration number: 000856S

Chartered Accountants

BABU K.K, FCA M.S.Predeep P.U.DivakaranPartner [Managing Director] [Chairman]

Membership no: 027490

Dhanesh M.R P.M.Narayanan Shima Libish[Company Secretary] [Director] [Chief Financial Officer]

Place: Thrissur

Date: 29/08/2018

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Note: 2.3) Additional disclosures as required by circular no DNBS.CC.PD.No.265/03.10.01/2011-2012 Total Gold loan portfolio

652,662,061.00 680,254,387.00

Total Assets 1,746,676,995.55 1,863,826,252.73

Gold loan portfolio as a %age of total assets 36.55% 34.67%

No. of Loan accounts Outstanding Loan amounts Sale Consideration of the Gold

87 Rs 37,03,190 Rs 35,92,538


The accompanying notes are an integral part of the financial statements.As per our report of even date attached For and on behalf of the board of directors For T.V.GANESA IYER & CO PNY SABHA FINANCE LIMITEDFirm registration number: 000856S Chartered Accountants

BABU K.K, FCA M.S.Predeep P.U.DivakaranPartner [Managing Director] [Chairman]Membership no: 027490

Dhanesh M.R P.M.Narayanan Shima Libish[Company Secretary] [Director] [Chief Financial

Officer]

Place: ThrissurDate: 29/08/2018

PNY SABHA FINANCE LTD STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31-MARCH-2018

PARTICULARS Notes 31-March-2018 31-March-2017 ` `

IncomeRevenue from operations 18 247,477,115.78 254,230,561.22 Other income 19 1,326,254.72 3,079,811.00 Total revenue (I) 248,803,370.50 257,310,372.22

Expenses

Finance costs 20 161,057,493.40 142,094,700.90 Employee benefits expense 21 93,914,813.90 99,715,566.00 Other expenses 22 103,097,763.93 58,153,565.57 Depreciation and amortization expense 23 7,580,976.97 7,702,305.66

Total (II) 365,651,048.20 307,666,138.13 Profit/(loss) before tax (116,847,677.70) (50,355,765.91)Tax expensesCurrent tax - - Deferred tax (21,026,654.53) (13,045,054.66)

Total tax expense (21,026,654.53) (13,045,054.66)

Profit/(loss) for the year from continuing (95,821,023.17) (37,310,711.25)operations (A)

Earnings per equity share [nominal value of share Rs.10 (31 March 2018 : Rs.10)BasicComputed on the basis of profit from continuing operations

(2.38) (1.14)

Computed on the basis of total profit for the year (2.38) (1.14)

DilutedComputed on the basis of profit from continuingoperations NIL NIL Computed on the basis of total profit for the year NIL NIL Company Overview 1Summary of significant accounting policies 2.1

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PNY SABHA FINANCE LTDCASH FLOW STATEMENT FOR THE YEAR ENDED 31-March-2018

PARTICULARSCash flow from operating activities

31-Mar-18 31-Mar-17` `

Profit before tax (116,847,677.70) (50,355,767.39)

Non-cash adjustment to reconcile profit before tax to net cash flowsDepreciation and amortization 7,580,976.97 7,702,305.66Profit/Loss on sale of fixed assets (2,029.00) -Provision for non performing assets 111,739,267.30 35,431,943.30Provision for standard assets 2,509,570.44 3,213,727.69Provision for gratuity - 2,391,926.00

Provision for Leave Encashment 5,012,057.00 4,930,979.00Operating profit before working capital changes 9,992,165.01 3,315,114.26Movements in working capital :Increase/ (decrease) in other current liabilities 8,683,790.66 171,419,496.87Decrease / (increase) in long-term loans and advances 134,368,111.00 37,819,651.00Decrease / (increase) in short-term loans and advances (21,779,255.94) (351,194,666.00)Decrease / (increase) in other current assets (15,773,341.09) (24,148,111.18)Cash generated from /(used in) operations 105,499,304.63 (166,103,629.31)Net cash flow from/ (used in) operating activities (A) 115,491,469.64 (162,788,515.05)Cash flows from investing activitiesPurchase of fixed assets, including CWIP and capital advances (3,011,385.32) (6,759,948.00)Proceeds from sale of fixed assets 18,000.00 -Investment in any other securities 34,836,758.00 2,685,181.00Net cash flow from/ (used in) investing activities (B) 31,843,372.68 (4,074,767.00)Cash flows from financing activitiesProceeds from issuance of equity share capital 77,487,240.00 41,440,910.00Long-term borrowings (net) (210,252,000.00) 89,083,000.00Short-term borrowings (net) (16,508,159.51) 35,163,038.45Net cash flow from/ (used in) in financing activities (C) (149,272,919.51) 165,686,948.45Net increase/(decrease) in cash and cash equivalents (A + B + C) -1,938,077.19 -1,176,333.60Cash and cash equivalents at the beginning of the year 35,581,562.11 36,757,895.71Cash and cash equivalents at the end of the year 33,643,484.92 35,581,562.11Components of cash and cash equivalentsCash on hand 17,924,920.00 18,107,431.00With banks- on current account 15,718,564.92 17,474,131.11Total cash and cash equivalents (note 16) 33,643,484.92 35,581,562.11

The accompanying notes are an integral part of the financial statements.As per our report of even date attached For and on behalf of the board of directors For T.V.GANESA IYER & CO PNY SABHA

FINANCE LIMITEDFirm registration number: 000856SChartered Accountants


Dhanesh M R P.M.Narayanan Shima LibishPlace: ThrissurDate: 29/08/2018

[Company Secretary] [Director] [Chief Financial Officer]

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b. Terms/rights attached to equity sharesThe 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 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.

c. Aggregate number of bonus shares issued,and shares issued for consideration other than cash during the period of five years immediately preceeding the reporting date- NIL

d. Details of shareholders holding more than 5% shares in the company

31/March/2018 31/March/2017

Number % holding in Number % holding in

the class the class Equity shares of `. 10 each

fully paidPeringottukara Namboodiri

Yogakshema Sabha

6,345,151.00 15.73 8,675,823.00 21.50

As per records of the company, including its register of shareholders/ members and other declarations received from shareholders regarding beneficial interest, the above shareholding represents both legal and beneficial ownerships of shares.

PNY SABHA FINANCE LTDNotes to financial statements for the year ended 31-March-2018

3.Share capital 31-March-2018 31-March-2017 ` `

Authorized shares 5,00,00,000 (31st March 2017: 5,00,00,000) equity shares of `.10/- each 500,000,000.00 500,000,000.00Issued, subscribed and fully paid-up shares 40345272 (31 March 2017: 32596548 ) equity shares of `.10/- each 403,452,720.00 325,965,480.00 Total issued, subscribed and fully paid-up share capital 403,452,720.00 325,965,480.00

a. Reconciliation of the shares outstanding at the beginning and at the end of the reporting period Equity shares

31/March/2018 31/March/2017 Number ` Number `

At the beginning of the year 32,596,548.00 325,965,480.00 28,450,457.00 284,504,570.00 Shares Issued during the year 7,748,724.00 77,487,240.00 4,146,091.00 41,460,910.00 Shares bought back during the period - - - - Outstanding at the end of the period 40,345,272.00 403,452,720.00 32,596,548.00 325,965,480.00


4 Reserves and surplus 31-March-2018 31-March-2017 ` `

Statutory reserveBalance as per the last financial statements 3,495,290.50 3,495,290.50 Add: Transferred from surplus balance in the statement of - - Profit and LossClosing Balance 3,495,290.50 3,495,290.50 Surplus/(deficit) in the statement of profit and lossBalance as per last financial statements (36,961,788.40) 348,924.33 Profit for the year (95,821,023.17) (37,310,712.73)Less: AppropriationsTransfer to Statutory reserve - - Depreciation reserve - - Total appropriations - - Net surplus in the statement of profit and loss (132,782,811.57) (36,961,788.40)Total reserves and surplus (129,287,521.07) (33,466,497.90)

Notes:a. As per the Companies (Share Capital & Debenture) Rules 2014, Non banking financial companies (NBFC) and other financial institutions covered by section 2(72) of the Companies Act, 2013 are not required to maintain debenture redemption reserve for privately placed Debentures.


PNY SABHA FINANCE LTDNotes to Financial Statements for the year ended 31- March 2018

5 A) Non Convertible Debentures and Sub-debts from related parties

Particulars Associates / Enterprises owned

Key Management Personnel

Relatives of key management personnel Total

31/March/ 2018

31/March/ 2017

31/March/ 2018

31/March/ 2017

31/March/ 2018

31/March/ 2017

31/March/ 2018

31/March/ 2017

Debentures issued during the periodPeringottukara Namboothiri Yogakshema Sabha

-

188,674,000.00

-

-

- - - 188,674,000.00

Debentures redeemed during the periodPeringottukara Namboothiri Yogakshema Sabha

-

188,240,000.00

-

-

- - - 188,240,000.00

Radhadevi S - -

-

-

40,000.00 -

40,000.00 -

- -

- -

Amounts payable (net) to related parties

(outstanding Debentures) 438,000.00

438,000.00

-

-

- -

438,000.00 438,000.00

Peringottukara Namboothiri Yogakshema Sabha

438,000.00

438,000.00

-

-

- -

438,000.00 438,000.00

Nelakandan Namboothiri.P.J&Rema

- -

-

-

-

280,000.00

- 280,000.00

Leela.E.N - -

-

-

-

1,500,000.00

- 1,500,000.00

Sujatha.M - -

-

-

50,000.00

50,000.00

50,000.00 50,000.00

Radhadevi S - -

-

-

500,000.00

540,000.00

500,000.00 540,000.00

Maheswaran Battathiripad - -

-

-

100,000.00

100,000.00

100,000.00 100,000.00

- -

- -

Bonds - -

Peringottukara Namboothiri Yogakshema Sabha

554,000.00

554,000.00

-

-

- -

554,000.00 554,000.00

Leela E N - -

-

-

-

500,000.00

- 500,000.00


5 Long-term borrowingsNon-current portion Current maturities

31/March/2018 31/March/2017 31/March/2018 31/March/2017Bonds/ debenturesSubordinate debt (Unsecured)5,27,930 bonds (Previous year 4,13,735 bonds) of ` 1,000 each 466,047,000.00 389,502,000.00 61,883,000.00 24,233,000.00

Non convertible debentures (Secured)6,20,790 (Previous year - 8,89,426) 10% - 13% (Previous year 10% - 13%) Secured Non-convertible Debentures of `. 1,000/- each redeemable at par at the end of the term of each series of debentures ranging between 1-5 years

357,949,000.00 644,746,000.00 262,841,000,00 244,680,000.00

823,996,000.00 1,034,248,000.00 324,724,000.00 268,913,000.00

The above amount includesSecured borrowings 357,949,000.00 644,746,000.00 262,841,000.00 244,680,000.00

Unsecured borrowings 466,047,000.00

389,502,000.00 61,883,000.00 24,233,000.00

Net amount 823,996,000.00 1,034,248,000.00 324,724,000.00 268,913,000.00

Note:Subordinate debt are unsecured and are subordinated to the claim of other creditors. It is issued for a maximum period of 5-6 yearsand no premature closing is allowed.



Note 5 (contd.) B) Debentures (Secured) i) Redeemable Non Convertible Debentures of Rs. 1,000/- each - Terms of repayment As at March 31, 2018Redeemable at par within Rate of interest

< 12% >= 12% < 14% TotalNo. ` No. ` No. `

Due with in 1 year 258,275 258,275,000.00 4,566 4,566,000.00 262,841 262,841,000 Due with in 1-2 years 193,261 193,261,000.00 - - 193,261 193,261,000 Due with in 2-3 years 154,350 154,350,000.00 - - 154,350 154,350,000 Due with in 3-4 years 10,338 10,338,000.00 - - 10,338 10,338,000

Grand Total 616,224 616,224,000.00 4,566 4,566,000.00 620,790 620,790,000.00

As at March 31, 2017

Redeemable at par within Rate of interest< 12% >= 12% < 14% Total

No. ` No. ` No. `

Due with in 1 year 238,468 238,468,000.00 6,212 6,212,000.00 244,680 244,680,000 Due with in 1-2 years 152,906 152,906,000.00 7,479 7,479,000.00 160,385 160,385,000 Due with in 2-3 years 14,198 14,198,000.00 14,467 14,467,000.00 28,665 28,665,000 Due with in 3-4 years 189,063 189,063,000.00 - - 189,063 189,063,000 Due with in 4-5 years 266,633 266,633,000.00 - - 266,633 266,633,000

861,268 861,268,000.00 28,158 28,158,000.00 889,426 889,426,000

Grand Total 861,268 861,268,000 28,158 28,158,000 889,426 889,426,000

Nature of SecurityNCDs are secured by the floating charge on all loan receivable of all branches.NCDs are offered upto a period of 5 years


Note 5 (contd.) C) Subordinate debts Subordinate debts have a face value of ` 1,000/- each. Details of rate of interest and maturity pattern from the date of the balance sheet is as under: As at March 31, 2018

Redeemable at par within Rate of interest

< 12% >= 12% < 14%No. Amount No. Amount Amount

Due within 5-6 years

Due within 4-5 years 128,977 128,977,000 20,000 20,000,000 148,977,000

Due within 3-4 years 125,249 125,249,000 77,341 77,341,000 202,590,000

Due within 2-3 years - 73,014 73,014,000 73,014,000

Due within 1-2 years - - 41,466 41,466,000 41,466,000

Due within 1 year 9,436 9,436,000 52,447 52,447,000 61,883,000

Grand Total 263,662 263,662,000 264,268 264,268,000 527,930,000



6 Other long term liabilitiesNon-current portion Current portion

31-March-2018 31-March-2017 31-March-2018 31-March-2017

Interest accrued but not due on long term borrowings 11,545,341.68 11,855,735.00 65,293,947.00 64,849,789.00

Sundry Deposits 250,000.00 250,000.00 - -

TOTAL 11,795,341.68 12,105,735.00 65,293,947.00 64,849,789.00

7 Long-term provisions Non-current portion Current portion31-March-2018 31-March-2017 31-March-2018 31-March-2017

Provision for employee benefitsProvision for gratuity - 2,391,926.00 - -

Provision for leave encashment 5,012,057.00 4,930,979.00

TOTAL 5,012,057.00 7,322,905.00

8 Short-term borrowings Non-current portion Current portion31-March-2018 31-March-2017 31-March-2018 31-March-2017

Dhanalaxmi Bank Overdraft - - 30,213,190.93 28,822,006.64

SIB Overdraft - - 94,803,199.30 112,702,543.00

TOTAL - - 125,016,390.23 141,524,549.64The above amount includes

Secured borrowings - - 125,016,390.23 141,524,549.64Unsecured borrowings

TOTAL 125,016,390.23 141,524,549.64

Details of security

Dhanalaxmi Bank Overdraft is secured by charge on entire receivables , gold loan receivables of the company along with the charge of debenture holders & South Indian Bank along with collateral security of Land and building owned by PNY Sabha( (90.75 cents of land in Sy.Nos.1279/1,1281/1,1282/2,313/2,3,314/1,2,3,4,office rooms in Sy.no.445/2,1063/2 ) and fixed deposit amounting to Rs.30,00,000/-

South Indian Bank Overdraft is secured by floating charge on entire current assets including gold receivables along with debentureholders and Dhanalaxmi Bank. Collateral security provided is Land and building owned by PNY Sabha(90.75 cents of land in Sy.Nos.1279/1,1281/1,1282/2,313/2,3,314/1,2,3,4,office rooms in Sy.no.445/2,1463/2 )

As at March 31, 2017

Redeemable at par within

Rate of interest

<12% >= 12% < 14%

Number Amount Number Amount Amount

Due within 5-6 years 20,000 20,000,000 20,000,000

Due within 4-5 years 125,249 125,249,000 78,500 78,500,000 203,749,000

Due within 3-4 years - - 60,000 60,000,000 60,000,000

Due within 2-3 years - 50,845 50,845,000 50,845,000

Due within 1-2 years 12,651 12,651,000

42,257 42,257,000 54,908,000

Due within 1 year - - 24,233 24,233,000 24,233,000

Grand Total 137,900 137,900,000 275,835 275,835,000 413,735,000



9 Other current liabilities 31-March-2018 31-March-2017` `

Current maturities of long-term borrowings (note 5) 324,724,000.00 268,913,000.00 Current maturities interest accrued but not due on borrowings (note 6) 65,293,947.00 64,849,789.00

Statutory Due PayableP.F.Payable 1,003,738.00 1,052,008.00 T.D.S Payable 272,945.50 244,369.00 ESI payable 146,026.90 284,705.00 GST payable 80,625.57 - VAT payable - 4,286.00 Expenses Payable 308,546.00 349,145.00 Professional fee payable - 30,000.00 Audit fee payable 100,300.00 72,217.00 Employee related payables 62,588.00 61,749.00 Gold auction payable 1,732.00 46,108.00 Labour welfare fund 6,040.00 6,180.00 Overdue Debentures 300,000.00 1,566,854.00 Others payable 142,681.00 -

TOTAL 392,443,169.97 337,480,410.00

10.Short Term Provisions 31-March-2018 31-March-2017Provision for NPA 111,739,267.30 35,431,943.40 Provision for Standard Assets 2,509,570.44 3,213,727.67

114,248,837.74 38,645,670.99 114,248,837.74 38,645,670.99

Note :Secured loans are classified or provided for as per management estimates, subject to the minimum provision required as per Non Banking Financial CompanyPrudential Norms( Reserve Bank) Directions as follows

Classification of loans Provisioning Policy

Standard Assets 0.25%Sub Standard Assets 10.00%Doubtful Assets 100 % for unsecured portion &

20-50% for secured portion Loss Assets 100 % provided if not written down in books



11 FIXED ASSETS

Cost or valuation Plant and equipment

Furniture and

fixtures Vehicles Office

equipment Total

At 31 March 2016 2,014,141.00 46,645,418.60 1,923,098.00 12,985,587.75 63,568,245.35

Additions 53,701.00 4,611,441.00 1,092,308.00 5,757,450.00 Disposals - - - - - At 31 March 2017 2,067,842.00 51,256,859.60 1,923,098.00 14,077,895.75 69,325,695.35 Additions 75,313.32 1,993,705.00 - 760,880.00 2,829,898.32

Disposals - - - 81,750.00 81,750.00

At 31 March 2018 2,143,155.32 53,250,564.60 1,923,098.00 14,757,025.75 72,073,843.67

Depreciation

Plant and equipment

Furniture and

fixtures Vehicles Office

Equipment Total

At 31 March 2016 802,783.57 14,479,720.30 207,167.13 8,484,928.42 23,974,599.43

Charge for the year 352,127.00 4,746,971.00 228,368.00 1,580,685.66 6,908,151.66

Disposals/adjustments - - - -

At 31 March 2017 1,154,910.57 19,226,691.30 435,535.13 10,065,614.08 30,882,751.09

Charge for the year 349,778.58

5,042,914.00

228,368.00

1,174,517.39

6,795,577.97

Disposals/adjustments -

-

-

65,779.00

65,779.00

At 31 March 2018 1,504,689.15 24,269,605.30 663,903.13 11,174,352.47 37,744,108.06 Net BlockAt 31 March 2018 638,466.17 28,980,959.30 1,259,194.87 3,582,673.28 34,461,293.61 At 31 March 2017 912,931.43 32,030,168.30 1,487,562.87 4,012,281.67 38,442,944.27

Note- Depreciation on the fixed assets are provided based on the useful life of the Assets, as per Part C of Schedule II, of the Companies Act 2013.



13 . Deferred tax assets (net) 31-March-2018 31-March-2017` `

Deferred tax laibilityWritten Down Value as on 31.03.2018 as per Companies Act 35,358,930.27 39,944,492.92 Written Down Value as on 31.03.2018 as per Income tax Act 37,871,008.12 40,132,417.00 Gross deferred tax liability

(753,623.35) (56,377.22)

Deferred tax asset

Provision for standard and doubtful debts and advances 23,368,168.26 11,593,701.30 Impact of expenditure charged to the statement of profit and loss in the current year but allowed for tax purposes on payment basis - 842,100.00

Provision for Gratuity - 717,577.80 Provision for leave encashment 603,086.73 1,479,293.70 Unabsorbed depreciation and carry forward of losses

15,168,308.49 2,782,990.02 Gross deferred tax asset 39,139,563.49 17,415,662.82 Net deferred tax asset 38,385,940.13 17,359,285.60


12 Intangible assetsParticulars Computer

software

Gross blockAt 31 March 2016 3,592,520.00

Purchase 1,002,498.00 Acquisitions throughamalgamation -

At 31 March 2017 4,595,018.00

Purchase 181,487.00 Acquisitions throughamalgamation -

At 31 March 2018 4,776,505.00 AmortisationAt 31 March 2016 2,299,315.34

Charge for the year 794,154.00

At 31 March 2017 3,093,469.34

Charge for the year 785,399.00 At 31 March 2018 3,878,868.34 Net blockAt 31 March 2017 1,501,548.66 At 31 March 2018 897,636.66 Intangible assets are amortised over a period of 3 years.



14 Loans and advances Non-current Current

31-March-2018 31-March-2017 31-March-2018 31-March-2017` ` ` `

Portfolio LoanSecured, considered good 222,700,091.00 388,864,685.00 799,895,576.00 1,007,132,690.00 - Gold - 652,662,061.00 680,254,387.00 - Business Loan - 26,181,964.00 24,715,187.00 14,549,925.00 -Vehicle loan 117,868,993.00 214,985,372.00 85,037,823.00 22,887,782.00 -EDI Loan 229,225.00 3,730,625.00 23,227,373.00 15,652,778.00 -Pronote Loan 104,601,873.00 143,966,724.00 14,253,132.00 273,787,818.00

Secured, considered doubtful- Pronote Loan - - 304,102,320.00 6,134,558.00

Unsecured, considered good 81,932,859.00 80,737,133.00 33,451,482.00 93,541,651.00 - Pronote Special Loan - - - 51,242,121.00

- Personal Loan - - 87,000.00 87,000.00

-Group Loan 81,932,859.00 80,737,133.00 33,364,482.00 42,212,530.00 Unsecured, considered doubtful - 6,743,810.00 14,710,170.00

- Others - - 6,743,810.00 14,710,170.00 (A) 304,632,950.00 469,601,818.00 1,144,193,188.00 1,121,519,069.00

Other advances ( Unsecured & considered - 1,570,183.94 2,465,047.00 good)

Other advances - - 1,570,183.94 2,465,047.00 B) - - 1,570,183.94 689,645.00

Deposits ( Unsecured & considered good)Telephone Deposit

4,850.00

4,850.00

-

- Rent Security Deposit

42,862,750.00

12,821,300.00 - - C) 42,867,600.00 12,826,150.00 - - Total (A+ B+C ) 347,500,550.00 482,427,968.00 1,145,763,371.94 1,123,984,116.00

Loans and advances due by employees & officers, etc.

Non-current Current 31-March-2018 31-March-2017 31-March-2018 31-March-2017

Loans to employees includeDues from executive directors

-

- 187,322.00 29,866.00

Dues from officers -

- 1,499,489.00 731,149.00

Loans to related partiesPeringottukara Namboodiri Yogakshema SabhaSecured

-

-

-

- Unsecured

- - - 78,632,586.00

Provision for Non performing assets and standard assets are shown separately under short term provisions. ( Note 10)



15. Investments Non-current Current

31/March/2018 31/March/2017 31/March/2018 31/March/2017` ` `

Kuri investments 60,835,879.00 95,672,637.00 -

60,835,879.00 95,672,637.00 -

16 .Cash and bank balances Non-current Current

31/March/2018 31/March/2017 31/March/2018 31/March/2017` ` `

Cash and cash equivalentsCash in hand - -

17,924,920.00 18,107,431.00 Balances with banks:On current accounts - -

15,718,564.92 17,474,131.00 Term deposit - -

3,559,307.00 3,000,000.00 - -

37,202,791.92 38,581,562.00

Term deposit includes Fixed Deposit with South Indian Bank Ltd amounting to Rs.35,59,307 @ 7.10% maturing on 18/11/2019.

PNY SABHA FINANCE LTD

Notes to financial statements for the year ended 31-March 2018

17 . Other assetsNon-current Current

31/March/2018 31/March/2017 31/March/2018 31/March/2017` ` ` `

Stamp paper & Revenue Stamp - - 22,700.00 22,050.00

Stock of stationery - - 498,887.00 945,264.00

Commission receivable - - 52,564.08

1,802,928.88

Advance tax and tax deducted at source

- - 943,940.46 3,635,301.82

Refund receivable 3,351,013.00 -

Others - - 16,523.00 9,455.00

KVAT security deposit 25,000.00

25,000.00

(A) - - 4,910,627.54 6,439,999.70

Others

Western Union - - 296,705.00 159,449.00

X-Press Money - - 10,005.00 30,014.00

Domestic Money Transfer - - 211,299.00 564,684.00

Money Gram - - 49,953.00 9,784.00

Money Exchange - - 20,928.75 119,500.51

Fair Value of Planned Asset - - 1,659,138.00 -

Interest accrued but not due

Loan Portfolio - - 46,485,902.00 45,691,312.00

Kuri Receivable - 27,984,974.00 12,496,639.00

Fixed Deposit & Investment - - - 344,809.00

(B) - 76,718,904.75 59,416,191.50

Total (A + B ) - 81,629,532.29 65,856,191.20



18 Revenue from operations31-March-2018 31-March-2017

` `Revenue from InterestGold Loan 141,258,515.00 107,606,621.50 Pronote Loan 31,463,738.69 63,865,505.05 Business loans 1,591,535.00 4,116,790.00 Suit Filed 42,100.00 55,751.00 Vehicle Loan 42,358,719.00 44,168,423.00 EDI Loan 4,107,069.50 3,867,969.00 Group Loan 22,523,644.50 26,164,445.00 Revenue from other financial servicesMoney transfer(Commission) 4,131,794.09 4,385,056.67

Revenue from operations 247,477,115.78 254,230,561.22

19 Other income 31-March-2018 31-March-2017` `

Income From investment - 1,421,195.00 Acturial Income 334,694.00 - Interest income on Bank Deposits 553,706.00 257,166.00 Appraisor allowance collected 95,710.00 102,188.00 Processing charges 342,144.72 1,299,262.00

TOTAL 1,326,254.72 3,079,811.00

As per the prudential norms suit filed interest is considered on cash basis.


20 Finance costs 31-March-2018 31-March-2017` `

Interest & Bank Chargeson Debentures 74,090,926.00 94,179,314.00 on Bank Borrowings 13,947,816.40 14,067,354.90 on Subordinate debt 73,018,751.00 33,848,032.00

TOTAL 161,057,493.40 142,094,700.90

21 Employee benefit expense 31-March-2018 31-March-2017` `

Salaries, wages and bonus 62,790,536.00 53,605,971.00 Allowances to Contract Staff 5,675,828.00 9,941,680.00 Contribution to provident and other fund 5,931,612.00 5,594,962.00 Gratuity expense (note g.1) 1,313,584.00 4,949,111.00 Staff welfare & training expenses 15,064,386.00 19,454,199.00 ESI expense 1,187,130.90 284,705.00 Leave Encashment 1,951,737.00 5,884,938.00

TOTAL 93,914,813.90 99,715,566.00



22 Other expenses 31-March-2018 31-March-2017` `

Advertising and sales promotion 1,089,640.00 701,790.00 Bad debts/advances written off - 6,261.00 Bank charges and documentation charges 576,752.10 232,593.00 Business promotion expenses 218,143.00 519,241.00 Service Tax & GST Paid 629,508.34 38,983.75 Directors’ sitting fees 198,000.00 250,000.00 AMC 770,732.00 778,600.00 Electricity and water charges 2,107,214.00 1,973,681.00 Filing Fees 58,246.00 143,014.00 Inaguaration expenses 36,625.00 184,457.00 Income tax & TDS paid - 2,499,586.85 Insurance 545,640.00 676,374.00 Legal Expense - 1,600.00 Meeting Expenses 345,784.00 279,353.00 Membership Fee - 143,750.00 Miscellaneous expenses 221,242.74 186,674.37 Penalty paid - 15,745.00 Payment to auditor 100,300.00 78,652.00 Postage and telegram 129,993.00 265,982.00 Printing and stationery 1,879,283.00 1,331,432.50 Professional charges 821,377.00 750,025.00 Provision for loans & advances 75,603,166.75 24,246,277.10 Rates and taxes 276,523.00 264,519.00 Rent 10,533,177.00 10,122,719.00 VAT paid - 107,210.00 Commission paid 3,041,700.00 5,338,300.00 Interest (TDS) 240.00 1,191.00 Repairs and maintenanceVehicles 219,615.00 246,234.00 Others 215,790.00 364,591.00

Telephone charges 2,644,958.00 2,842,815.00 Travelling and conveyance 834,114.00 3,561,914.00

103,097,763.93 58,153,565.57

Payment to Auditor 31-March-2018 31-March-2017` `

ForStatutory Audit 100,300.00 78,652.00Other Certifications 10,800.00 -

111,100.00 78,652.00



23 Depreciation and amortization expense 31-March-2018 31-March-2017` `

Depreciation of tangible assets 6,795,577.97

6,908,151.66

Amortization of intangible assets 785,399.00

794,154.00

7,580,976.97 7,702,305.66


Dhanesh M R P.M.Narayanan Shima LibishPlace: ThrissurDate: 29/08/2018

[Company Secretary] [Director] [Chief Financial Officer]

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Documents

INDEX [] · 2019. 4. 1. · INDEX Content Page No Chairman’s Message 1 MD’s Message 2 TelePhone Numbers 3-6 Notice 7-12 Directors Report, MGT - 9, AOC - 2 13-28 Auditors Report