Annual Report 2018-19

6thANNUAL REPORT 2018-19

Content 1. Corporate Information Pg. 3

2. Gosree Story Pg. 4

3. Brief profile of the Board & Management Pg. 6

4. Our Journey So Far Pg. 10

5. Notice of AGM and Directors’ report Pg. 13

6. Directors' Report for the year 2018-19 Pg. 20

7. Report on the Audit of the Standalone Financial Statements Pg. 62

8. Balance Sheet Pg. 68

9. Report on the Audit of the Consolidated Financial Statements Pg. 89

10. Consolidated Balance Sheet Pg. 93

11. Report on the Standalone Financial Statements Gosree Insurance Broking Pvt Ltd Pg. 113

12. Balance Sheet (Gosree Insurance Broking Pvt Ltd) Pg. 119

13. Report on the Standalone Financial Statements Gosreeinvestments & Risks Pvt Ltd Pg. 128

14. Balance Sheet (Gosreeinvestments & Risks Pvt Ltd) Pg. 134 Inauguration of new corporate office on 26th November 2018

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

Sri. Sambu Namboodiri (Associated Chemicals), Sri. Ranganathan (Finance Director, Eastern Group), CA Venugopal (Auditor of the Company M/S Krishnamoorthy & Krishnamoorthy) and the management & staff, customers and well- wishers of the Company were present. Annual Report 2018-19

CORPORATE INFORMATION

Board of Directors Banks 1. GopalanKutty Menon Director & Chairman of the board 1. Federal Bank 2. Jayakumar. P.G Managing Director & CEO 2. Lakshmi Vilas Bank 3. T.S. Jagadeesan Managing Director 3. AU Small Finance Bank 4. T.S. Anantharaman Director 4. State Bank of india 5. R.K. Bhoodes Director 5. HDFC Bank 6. P. Chandrika Devi Director 6. ICICI Bank 7. Sidharth Ram Director 7. South Indian Bank 8. N. Govindan Director 9. Sriraag Subramonian Director Registrar & Transfer Agents 10. Chandra Mohana Prasad Independent Director Integrated Registry Management Services Pvt Ltd 11. Vishnu Prasad B Menon Independent Director 2nd Floor, Kences Towers No. 1 Ramakrishna Street, Company Secretary North Usman Road 1. Sripriya M Shenoy T Nagar, Chennai - 600 017. General Managers Debenture Trustee 1. G.S. Ajith Prasad- General Manager & CFO George Joseph 2. Ranjith T. K.- General Manager & Business Head 37/2038, Muttathil Lane Kadavanthra Other Executives Cochin - 682020 1. Sumeet C Menon- Asst. General manager 2. Gopakumar K- Chief Operating Officer Registered Office 3. V Hariharan- Chief Credit Officer Gosree Finance Limited 41/889-A3, Moopen Complex, Statutory Auditors NH Bypass Service Road, M/s Krishnamoorthy & Krishnmoorthy Padivattom, Edappally, KOCHI – 682024 Chartered Accountants, 39/3217, Paliam Road, Ernakulam, Kerala –682016

Disclaimer This document contains certain forward-looking statements, which are purely based on assessment of current economic, financial, social and political factors and environment by the Management of Gosree Finance. These factors are subject to change and would have significant impact on the outcome. Hence, this document should not be construed as an offer or recommendation to buy or sell any securities or products of the Company. 5 THE GOSREE STORY Kerala the ‘Gods own country’ is the home for several and started regular lending activity in December 2015 and successful scheduled commercial banks, NBFC’s and other is a continuously profit making Company. It has presently organised/unorganized financial institutions. Many of the a LOAN book of Rs. 66.00 crores. It has set up a wide DSA NBFCs which had humble beginning decades back grew in network to source loan proposals and has at present 5 geometrical progression and spread their wings across the branches; it has laid out detailed plans to expand its foot country offering a slew of unique products and services to the prints in the states of Kerala, Tamil Nadu and Karnataka people. All of them have grown to significant scale justifying within the next three years – Targeting around 40 branches. the confidence reposed in them by their stake holders. The Company has put in Centralised loan sanction, disbursal, It was in this background that Gosree Finance Limited was documentation and collection mechanism to build efficiency established in Cochin, the prehistoric city which hosted and of operations. Currently the Company has launched a accepted the Jews and Arabs and the western world as their product “SME Micro Loans” with individual loans ranging trading partners. from 1 to 5 lakhs to cater to the needs of smaller category of SME segment with attractive inbuilt features. The Company Gosree Finance was promoted by professionals from the is also focussing on medium SME segment to build its asset banking industry, Development bank, premier regulatory portfolio, which assets are mostly backed by mortgage of organization, Chartered Accountant fraternity and the commercial/residential/urban property. persons of high repute and integrity from the business community. They identified unmet credit needs of MSME The Company is working in a fully computerised environment segment and hoped to meet through the setting up of Gosree – Loan Origination System to be introduced. Finance. Despite priority sector lending requirements and verticals focused on MSME, micro finance etc, Indian banks The Company could get BBB- rating for its borrowing have largely been unable to meet the credit needs of the micro programme in the second year of operations itself, which SME segment, due to various reasons. The resource crunch was renewed last FY experienced by the micro SME segment has prompted these Company is following sound principles of financial businesses to go to informal and private sources of credit management and corporate governance standards and from usurious lenders and this has severely hampered the regulatory compliances in its journey to grow as a responsible growth of the micro SME business in India. all India financial institution tapping the huge opportunities At the same time, several Government initiatives like direct available in the fastest growing economy credit of Govt assistance to the accounts of beneficiaries, It’s a good People’s Organisation – believes in attracting, Ambitious programme of direct assistance to small and training, nurturing, retaining , rewarding and satisfying marginal farmers, Special focus on MSME sector which add growth aspirations of its employees to 40% of GDP and is the largest employer in the unorganised sector, thrust on PM Awas Yojana, large investments in Building a team of young professionals to take the company’s Infrastructure planned, Skill India programme etc are all fortunes forward, as part of Management succession plan expected to put money into the economy and to spur the Launched two subsidiaries (1) M/s.Gosree Insurance economic activities. It will increase the purchasing power of Broking Services Pvt Ltd, to do the Insurance Broking and the large segment of the common man also, which in turn Financial Services and (2) M/s.Gosree Investments and Risk will increase savings and investment. It is expected that the Services Pvt Ltd, to render Insurance Advisory and wealth renewed vigour introduced in the financial sector will take Management services. Also plan to diversify to Affordable our country to the USD 5 trillion economy, as planned. Housing Finance and Micro Finance segments, going Company commenced business formally in the month of forward. June 2015 after getting NBFC license from RBI on 28.01.2015,

6 Annual Report 2018-19 Mission To Protect interests of all stakeholders by delivery of excellent customer service through unique and transparent financial products and solutions, by developing human resources through recognition, motivation and reward to the employees, by optimizing the returns to the shareholders and enhancing shareholder value and by giving back to the Society through value creation, enforce- ment of sustainable practices, respect to individuals and communities etc Vision To become Trusted partner for progress providing easy and quick access to finance. Key Strengths Efficiency of Operation The Company follows time tested procedures formulated by veteran Bankers and personnel from reputed financial institutions, regulatory body, and the industry, fine-tuned to the present needs. Products are introduced after extensive study by the experts in the segment which is the core strength of the company. We have robust credit monitoring and credit collection team in the field, working with the customers. All feedback will be through online process. Company is having good technology back up and legal support system to effectively manage the portfolio. We are continuously working to improve our Turnaround time to satisfy the customer needs. A strong balance sheet over the years is our goal. Plans to invest in emerging technology and process to enhance efficiency of operations. Also Company has plans to forey its operations in fintech domain. Human Resources A good people organization. We attract, train nurture and retain the talent to enhance the efficiency of the company. Participation and involvement of employee will be ensured by their improvement and providing them a part of the fruits of their contribution. Efforts are made to induce energy, enthusiasm and excitement about the organization. The goals of the company are aligned to the aspiration and progress of the employees. Company is in the process of instituting appropriate reward programmes for employees Corporate Governance To ensure strict compliance of regulatory norms and to safeguard the ethical values, Corporate Governance Policies are put in place with best practices as basic to this structure. It covers the entire activities of the company.

7 Brief profile of the Board & Management

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

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

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

8 Annual Report 2018-19

Mr. T.S. Anantharaman, holds B.Com, FCA to his qualification. He is currently (i) Investment consultant with 30+ years of experience in the Indian capital markets and banking (ii) Vice Chairman, Leo Pharma Group of Companies, Thrissur & Kochi, (iii) Director of Thrissur Heart Hospital Ltd, MobMe Wireless Ltd, Kochi, Poly Clinic Pvt Ltd, Thrissur and Crosbor Luxurate Pvt Ltd, Bangalore (iv) Member, Academic Council of St. Thomas College (Autonomous), Thrissur

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

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

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

Dr. R.K. Bhoodes, Promoter and Director of the company, holds Btech (Mechanical) and MBA (Marketing) to his qualification. He is also the Managing Partner of M/s. Kairali Exports, one of the leading Cashew Exporting Firms, Managing Director of Asia Commodities LLC, Dubai, a Dubai based Commodity Dealing LLC, the Chairman of Federation of Indian Cashew Industry and Chairman of Cashew Export Promotion Council of India. He is associated with the company right from its inception and he was appointed as a director of the company on 20th June, 2015.

Ms. P.Chandrika Devi, Promoter and Director of the company, holds a Master’s Degree in Maths to her qualification. Retired as Assistant General Manager of Reserve Bank of India, she has over 38 years of experience in the regulatory role of Banking, Finance and Administration. She is one of the First directors of the company and is associated with the company right from its inception.

9 Mr. Chandra Mohana Prasad, Independent Director of the company, holds a Master's Degree in English Literature and LLB Degree to his Qualification. Retired as Deputy General Manager of Dhanlaxmi Bank, he has over 31 years of experience in the fields of Banking, Finance and Administration. Currently, he is also practicing as a lawyer in the Honourable High Court of Kerala. He was appointed as a director of the company on 21st June, 2015

Mr. Sidharth Ram, Director of the company, holds ACMA and CGMA to his qualification. He is also the Managing Director of Gemini Warehousing and Logistics Private Limited and Leo Supply Chain Management Private Limited. He is also a Director in the following companies namely Taurus Properties Private Limited, Ram Nivas Resorts and Estates Private Limited, Sloka Developers Private Limited

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

10 Annual Report 2018-19

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

Mr. Vishnu Prasad B Menon, hailing from Aluva, holds BSc and FCA to his qualification and he is a Practicing Chartered Accountant by profession. He also holds Directorships in various other companies and is currently the Managing Partner of M/s. BALAN & Co., Chartered Accountants, a reputed Auditing and Management Consultancy firm. He was appointed as Independent Director w.e.f 24.07.2018.

11 OUR JOURNEY SO FAR

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

Incorporated by professionals from the Mr. P. G. Jayakumar, banking system, ex- former MD & CEO of RBI, CAs and successful Dhanlaxmi Bank and part businessmen and senior of the Gosree promoter professionals in the group, formally takes Capital market and IT over as the MD & CEO of field the company

Dec H1 Dec 2013 2014 201 201 201 Toay

12 Annual Report 2018-19

Along with plans for raising capital, substantial The Company’s net worth increase in NCDs and grew to INR 30 Crores borrowings is envisaged by 31.03.2017 through aiming at ambitious infusion of capital growth in AUM

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

Dec H1 Dec 2013 2014 201 201 201 Toay

13 Gosree Insurance Broking Services Private Limited

41/889-A3, Moopen Complex, N.H.Bye pass, Service Road Padivattom, Edappally PO, Kochi-682024, Kerala, India Tel: 0484 4300160, 0484 4300161, Email: [email protected] IRDA Direct Broker (Life & General) License No. 587 Valid till: 19/Mar/2020

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 Corporate Risk Solutions  Motor Insurance  Health Insurance  Life Insurance Annual Report 2018-19 41/889-A3,Moopen Complex, NH Bypass Service Road, Padivattom, Edappally KOCHI - 682024, Email: [email protected] Phone: +91 484 2803854 www.gosreefinance.com

NOTICE

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

ORDINARY BUSINESS:

Item No. 1: Adoption Of Financial Statements.

To consider and adopt the Audited financial statements (including the consolidated financial statements) of the Company for the financial year ended March 31, 2019 and the reports of the Board of Directors (‘the Board’) and auditors thereon.

Item No. 2: Declaration Of Dividend.

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

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

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

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

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

Item No. 5: Re-Appointment of Auditors:

As per the provisions of Section 139 of the Companies Act, 2013, the Shareholders at their Annual General Meeting held on June 20, 2015 approved the appointment of M/s Krishnamoorthy & Krishnmoorthy, Chartered Accountants, 39/3217, Paliam Road, Ernakulam, Kerala – 1 | Page Registered Address: 41/889-A3, Moopen Complex, NH Bypass Service Road, Padivattom, Edappally, Kochi - 682024, Phone: +91 484 2803854; CIN: U65990KL2013PLC035734;

41/889-A3,Moopen Complex, NH Bypass Service Road, Padivattom, Edappally KOCHI - 682024, Email: [email protected] Phone: +91 484 2803854 www.gosreefinance.com

as tatutor uditors for a period of ears coencin fro the concusion of the nd nnua enera eetin to the concusion of the th nnua enera eetin. he ter therefore coes to a concusion the end of the ensuin . s per ection ()() the auditor’s firm can be appointed for two terms of five consecutive years.

he uditors hae confired their eiiiit to the effect that their appointent oud e ithin the prescried iits under the opanies ct and that the are not disuaified for re appointent.

onsiderin the aoe proision and on the satisfactor perforance of the auditors the eers are reuested to consider and approe the appointent of tatutor uditors of the opan s rishnaoorth rishnaoorth to hod office for a period of ie ears ore unti the concusion of the th nnua enera eetin to e hed in the ear and to authorise the Board to fi their reuneration and to pass ith or ithout odification(s) the fooin resoution as an rdinar esoution

"RESOLVED THAT pursuant to ection () () and other appicae proisions if an of the opanies ct read ith the opanies (udit and uditors) ues as aended fro tie to tie and as per the recoendation of the udit coittee and the Board s rishnaoorth rishnaoorth hartered ccountants (.o) aia oad rnaua eraa – e and are here reappointed as the tatutor uditors of the opan to hod office fro the concusion of this ti the concusion of the th of the opan to e hed in the ear .”

Resolved further that the Board of Directors e and are here authoried to fi the reuneration paae to the as a e utua areed to and as recoended the udit oittee of the Board.

2 | Page Registered Address: 41/889-A3, Moopen Complex, NH Bypass Service Road, Padivattom, Edappally, Kochi - 682024, Phone: +91 484 2803854; CIN: U65990KL2013PLC035734;

Annual Report 2018-19 41/889-A3,Moopen Complex, NH Bypass Service Road, Padivattom, Edappally KOCHI - 682024, Email: [email protected] Phone: +91 484 2803854 www.gosreefinance.com

SPECIAL BUSINESS

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

o consider and if tout fit to pass wit or witout modification te foowin resoution as Ordinary Resolution

“RESOLVED THAT r. ..nantaraman wo was appointed as an Additional Director on the Board of Directors (‘Board’) of te ompany wit effect from t ay in terms of ection of te ompanies ct and based on te recommendation of te omination and emuneration ommittee of te company and wo ods office up to te date of tis nnua enera eetin be and is ereby appointed as irector of te ompany

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

o consider and if tout fit to pass wit or witout modifications te foowin resoution as Special Resolution

“RESOLVED THAT pursuant to te provisions of ections of te Companies Act, 2013 (“the Act”), read with Rule 14 of Companies rospectus and otment of ecurities ues and oter appicabe provisions if any of te ct incudin any statutory modifications or reenactments tereof for te time bein in force and in accordance wit te provisions of te emorandum and rtices of ssociation of te ompany otification o. o. .. dated t ebruary suc oter termsreuirements aid down by te eserve an of ndia in tis reard andor any oter concerned statutoryreuatory autority as may be necessary and subect to te approva of te members in te ensuin nnua enera eetin te consent of te oard be and is ereby accorded to te oard of irectors ereinafter referred to as te ‘Board’ which term shall be deemed to include any Committee thereof) to create offer issue and aot edeemabe ecurednsecured on Convertible Debentures (the “NCDs”) and/or other Debt Securities in te areate amount of up to s. . crores upees irty rores ny in one or more trances on private pacement basis up to or ti te date of to be conducted in te year wicever is ater to te eiibe investors witin te overa borrowin imits of te ompany on suc terms and conditions as te oard may in its absolute discretion deem fit.”

3 | Page Registered Address: 41/889-A3, Moopen Complex, NH Bypass Service Road, Padivattom, Edappally, Kochi - 682024, Phone: +91 484 2803854; CIN: U65990KL2013PLC035734;

41/889-A3,Moopen Complex, NH Bypass Service Road, Padivattom, Edappally KOCHI - 682024, Email: [email protected] Phone: +91 484 2803854 www.gosreefinance.com

RESOLVED RTHER THAT for the purpose of ivin effect to this resolution, the Board/Committee be and is hereby authoried to appoint the Debenture rustees, determine the terms of issue includin the class of investors to whom the NCDs are to be issued, time, securities to be offered, the number of NCDs, tranches, issue price, tenor, interest rate, premium /discount and to sin all deeds, documents and writins and to pay any fees, remuneration, epenses relatin thereto and for other related matters and with power on behalf of the Company to settle all uestions, difficulties or doubts that may arise in this reard to such offer(s) or issue(s) or allotment(s) as it may, in its absolute discretion, deem fit. RESOLVED RTHER THAT the Board be and is hereby authoried to further deleate all or any of the powers in aforesaid matters to the Committee/officials of the Company, in such manners as the Board may in its absolute discretion deem fit.”

Date 130201 By rder of the Board lace rnaulam L

Sd/

4 | Page Registered Address: 41/889-A3, Moopen Complex, NH Bypass Service Road, Padivattom, Edappally, Kochi - 682024, Phone: +91 484 2803854; CIN: U65990KL2013PLC035734;

Annual Report 2018-19 41/889-A3,Moopen Complex, NH Bypass Service Road, Padivattom, Edappally KOCHI - 682024, Email: [email protected] Phone: +91 484 2803854 www.gosreefinance.com

OTES

. A EER ETTLED TO ATTED AD VOTE AT THE EET S ETTLED TO AOT A RO TO ATTED AD VOTE STEAD O HSEL AD SH A RO EED OT E EER O THE OA

. embers are reuested to notif immediatel an cane in teir ddress to te oman. . n lanator tatement ursuant to ection of te omanies ct settin out all te material facts and reasons in relatin to te ecial usinesses to be transacted at te meetin is anneed ereto. . e emberroies sould brin teir attendance sli sent ereit and dul filled in for attendin te meetin. . ro forms in order to be effectie must be deosited at te eistered ffice of te coman not later tan ours before te time fied for te meetin. . ursuant to section of te omanies ct at least fie members sould be ersonall resent to form uorum for a meetin of te oman. . ursuant to ection of te omanies ct if a bod cororate is a member of te oman it ma autorie a erson b resolution of its board of directors to act as its reresentatie at a meetin of a oman ten suc a erson sall be deemed to be a member resent in erson and counted for te urose of uorum.

ate rder of te oard lace rnaulam L

5 | Page Registered Address: 41/889-A3, Moopen Complex, NH Bypass Service Road, Padivattom, Edappally, Kochi - 682024, Phone: +91 484 2803854; CIN: U65990KL2013PLC035734;

41/889-A3,Moopen Complex, NH Bypass Service Road, Padivattom, Edappally KOCHI - 682024, Email: [email protected] Phone: +91 484 2803854 www.gosreefinance.com

ELAATOR STATEET RSAT TO SETO O THE OAES AT RELAT TO

TE O

ursuant to ection and oter alicable roisions if an of te omanies ct te oard of irectors ide circular resolution dated .. ad aointed r. ..nantaraman as an dditional irector of te oman it effect from ...

s er te roisions of comanies ct e can old te office till te conclusion of te ensuin and e is to be reularised as a irector at te for is continued association it te coman.

r...nantaraman aed ears olds .om to is ualification retired as airman of te atolic rian an. e ad been at te elm of affairs of te an for te last ears and ad a ears of ric eerience in te field of anin inance aital aret and usiness dministration. e as also te irector of anauram inance imited durin te mids and currentl olds directorsi in comanies lie ricur eart osital td obme ireless olutions td alan eellers ndia td and nbot roerties td.

e oard considers tat is continued association ould be of immense benefit to te oman and it is desirable to aail is serices as irector.

e aboe said ualifications and ric eerience ustif is roosed aointment to te office of director of te coman.

e omination and emuneration ommittee of te coman also recommended for te aointment of r. ..nantaraman on te oard of irectors of te oman as a irector.

roal of te sareolders is sout b a of an ordinar resolution for te aointment of r. ..nantaraman as a irector of te oman.

one of te irectors and e anaerial ersonnel of te oman is in an a concerned or interested in te resolution ecet r. ..nantaraman as a irector and sareolder of te coman and is relaties as mentioned in section of te comanies ct.

e oard recommends te esolution as set out at tem o. of te otice for te aroal of te members.

6 | Page Registered Address: 41/889-A3, Moopen Complex, NH Bypass Service Road, Padivattom, Edappally, Kochi - 682024, Phone: +91 484 2803854; CIN: U65990KL2013PLC035734;

Annual Report 2018-19 41/889-A3,Moopen Complex, NH Bypass Service Road, Padivattom, Edappally KOCHI - 682024, Email: [email protected] Phone: +91 484 2803854 www.gosreefinance.com

TE O

n ursuit of te increased business olume as enisaed in te reised business lan of te coman for te te oard of irectors of te coman rooses to offer issue and allot edeemable ecurednsecured ononertible ebentures ‘NCDs’) up to an amount of Rs. 3 crores in suc manner and on suc terms and conditions as ma be deemed aroriate b te oard of irectors of te oman (hereinafter referred to as the ‘Board’ which term shall be deemed to include any ommittee tereof. e oard as at its meetin eld on ul resoled to see aroal of embers to issue s u to an amount of s. crores on riate lacement basis on suc terms and conditions as ma be determined b te oard u to or till te date of to be conducted in te ear iceer is later.

ection of te omanies ct read it ule of te omanies rosectus and llotment of ecurities ules roides tat a oman offerin or main an initation to subscribe s on riate lacement basis sall obtain rior aroal of te sareolders b a of a secial resolution. e secial resolution sall be alid for a eriod of one ear for all te offers or initations for suc s made durin te ear. e oman ma offer or inite subscrition for s in one or more seriestrances on riate lacement basis to ersons o ma or ma not be sareolders of te oman. e roosed borroins alon it te eistin borroins of te oman aart from temorar loans obtained from the Company’s baners in te ordinar course of business ould not eceed te borroin limit aroed b te sareolders from time to time. e oman sall furter coml it te roisions of otification o. o. .. dated ebruar issued b te esere an of ndia.

roal of te sareolders is terefore sout for te roosed issue of s and for autorisin te oard to issue s on suc terms and conditions as ma be deemed aroriate b te oard.

e oard recommends te ecial resolution as set out in tem o. of te otice for aroal of te sareolders of te oman.

one of te irectors or e anaerial ersonnel of te oman and teir relaties are concerned or interested financiall or oterise in te ecial esolution

ate rder of te oard lace rnaulam L

7 | Page Registered Address: 41/889-A3, Moopen Complex, NH Bypass Service Road, Padivattom, Edappally, Kochi - 682024, Phone: +91 484 2803854; CIN: U65990KL2013PLC035734;

DIRECTORS’ REORT OR TE ICI ER

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

ICI IITS STDOE D COSOIDTED During the year under review, performance of your company are as under:

(Stand Alone) R

Gross Income 1091.51 939.65

Profit Before Interest and Depreciation 712.07 756.44

Finance Costs 279.99 158.86

Gross Profit 432.08 597.58

Provision for Depreciation 9.84 6.87

Net Profit Before Tax 422.24 590.71

Provision for Tax 127.99 166.76

Profit for the year 294.24 423.95

22 Annual Report 2018-19

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

C R

Gross Income 1116.76 950.96

Profit Before Interest and Depreciation 695.37 739.71

Finance Costs 280.18 158.87

Gross Profit 415.19 580.84

Provision for Depreciation 11.05 7.61

Net Profit Before Tax 404.14 573.23

Provision for Tax 127.99 166.82

Profit for the year 276.14 406.42

STATE OF COMPANY’S AFFAIRS AND FUTURE OUTLOOK:

The Directors hereby inform to the Members that the year 2018-19 was a mix of ecstasies and agonies for the Company in as much as it witnessed certain mile-stone achievements in the midst of hurdles, attributable to the nascent stage of company

The Company had an Equity Infusion made under Rights Issue basis on 20.10.2018, resulting in increased paid up capital of Rs 31,93, 99,340. With the Increased paid up capital, the company focussed more on increasing the Business Volume; the Loan book of the company cloaked around Rs.66.73 Crores, an increase of 16% as compared to the previous year loan book which was Rs.57.54 Crores. The Company has also witnessed a vast increase in its loan enquiries.

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

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

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

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

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

CANE IN NATURE OF USINESS IF ANY:NIL

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

24 Annual Report 2018-19

AMOUNTS TRANSFERRED TO RESERES: s s s s s s s s ss

CANES IN SARE CAPITAL IF ANY: s s s ₹ s ₹ s s ss s s ss

DISCLOSURE REARDIN ISSUE OF EUITY SARES IT DIFFERENTIAL RITS: s ss ss s

DISCLOSURE REARDIN ISSUE OF EMPLOYEE STOCK OPTIONS: s s ss

DISCLOSURE REARDIN ISSUE OF SEAT EUITY SARES: s ss s ss

ETRACT OF ANNUAL RETURN: s s s s s s s ANNEURE I

NUMER OF OARD MEETINS: s s

Period Date of Board meeting

25 S N O T D N N M M T A A A D

PARTICULARS OF LOAN UARANTEES AND INESTMENTS UNDER SECTION : s ss s s s s ss s s s s s ss s s ss

PARTICULARS OF CONTRACTS OR ARRANEMENTS IT RELATED PARTIES: s s s s s s ANNEURE – II

EPLANATIONS OR COMMENTS Y TE OARD ON EERY UALIFICATIONRESERATION OR ADERSE REMARK OR DISCLAIMER MADE:

 A : s s s s s s s

26 Annual Report 2018-19

 s s s s

sss s s ss ss s s s s s s s

s s s ss

s s sss s s

s ss s s III

‘NIL’ AND HENCE DETAILS NOT GIVEN.

s ss sss s s ss s s s s s s ss sss s s ssss s ss sss s s s s ss ss

27 ss s s s s s ss

Ȁ Ȁ Ͳ͵͵ͻͲͻ͸͵ ͷͲȀʹͻͺǡ ͳͻȀͳͳȀʹͲͳͷ ǡ Ƭ Ǥǡ ǡ ͸ͺʹͲʹͶ Ͳ͸͹͹ͷͶʹͻ ʹͲǡ ͲͶȀͳͳȀʹͲͳ͹ ǤǤ ǡ ͸ͺ͵ͳͲ͸ ͲͲͶͺͲͳ͵͸ Ǥͳͳʹͳǡ ǡ ʹ͹ȀͲͷȀʹͲͳͻ ǡ ǡ ǡ ͸ͺͲͷͷ͵ ͲͲ͹͸͵͸ʹ͵ ʹͲ͵ ʹ͵ȀͲͺȀʹͲͳ͹ Ǥǡ ǡ ͸ͺͲͲͳͶ

ͲʹͳͳʹͶͳͷ ͶͲȀͺ͸͸ͲǦǡ ͳʹȀͲ͵ȀʹͲͳ͸ ǡ ͸ͺʹͲ͵ͷ Ͳ͵ͷͲͲͺͲ͸ ǡ ʹ͵ȀͲ͵ȀʹͲͳͺ ͸ͺ͵ͳͲͳ Ͳ͸ͷͻ͵ʹͲͻ ͻȀʹ͸ʹͳǦ ʹͲȀͳʹȀʹͲͳ͵ ͳǡ ǡ ǡ ͸ͻͷͲͳͲ Ͳ͸ͷͻͶͺ͵͹ ǡ ʹͳǡ ʹͲȀͲ͸ȀʹͲͳͷ ͸ͻͳͲͲͳ Ͳ͸ͷͻͺʹͺ͸ ǤͳͲǡ ʹͲȀͳʹȀʹͲͳ͵ ǡ ǡ Ǥǡ ǡ ͸ͺʹͲʹͷ

28 Annual Report 2018-19

Ͳ͹ʹͶͲͶͳͺ ǡ ʹͳȀͲ͹ȀʹͲͳͷ ǤǤǡ ͸ͻͲͳͲͳ Ͳ͹͸ʹͺͻ͸͵ ǡǦͺȀ͹ͻ͹ǡ ͳͲȀͳʹȀʹͲͳ͸ ǦͳͶ ǤǤ ͸ͻͳͲͲͻ ͵ͷͳ ǡ ȋȌ ͲͷȀͲͳȀʹͲͳͻ ͳ ǡ GLUPS483 SRIPRIYA M SHENOY 8/167,͸ͺ͵ͷͳ͵ SREE KRISHNA Company 03/06/2019 9G PRASAD T.D. WEST GATE, Secretary MATTANCHERY P.O. KOCHI 682002 KL IN

s s s ss s s s

 s s s  s s s s s s s s s  s s  s s s  s s s

 s s s s s s  s s s  s s s

29 s s s ss s s s status and the company’s operations in

s s s s sss s ss s ss s ss

s ss s s s s s ss s s s

  

s s s ss s s

30 Annual Report 2018-19

he oard aso has deeated some o its poers to sucommittees some o hich hae aso een ormed to compy ith appicae reuations hese committees monitor matters that come under their mandate in more detai hese committees are he ompany has constituted a uaiied udit ommittee as reuired under ection o the ompanies ct s per ec o the ompanies ct the terms o reerence to e speciied in ritin y the oard sha inter aia incude

 he recommendation or appointment remuneration and terms o appointment o uditors o the ompany

 Review and monitor the Auditor’s independence and perormance and eectieness o udit process

 amination o the inancia statement and the uditors’ eport thereon  pproa or any suseuent modiication o transaction o the ompany ith reated parties  crutiny o intercorporate oans and inestments  auation o undertains or assets o the ompany hereer it is necessary  auation o interna inancia contros and ris manaement systems  onitorin the end use o unds raised throuh puic oers and reated matters

he main responsiiities o the udit ommittee are . eie o the inancia statements incudin interim inancia statements and oersiht o the inancia reportin process ith a ie to ensurin transparency and accuracy o inancia reportin and discosures prior to their sumission to the oard or approa . eie o the scope o or o the uditor prior to commencement o the audit and hodin appropriate discussions on the matters that arose durin the audit . eie o the roustness and eectieness o the interna contro systems in pace at the ompany . ecommendin to the oard the appointment reappointment and i reuired the repacement or remoa o the tatutory uditors and the iation o audit ee . eiein the eectieness o interna audit incudin the independence o the interna audit unction the adeuacy o stain and the coerae scope and reuency o audits . eie the unctionin o histe oer mechanism

31 The Audit Committee is comprises of:

Name of the director Nature of Directorship Designation in the committee

Mr.Vishnu Prasad B Menon Non-Executive Director - Chairman Independent Director Mr.Chandramohana Prasad Non-Executive Director - Member Independent Director Mr.Sidharth Ram Non-Executive Director Member

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

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

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

The Nomination and Remuneration Committee is comprises of:

Name of the director Nature of Designation No.of Directorship in the Meetings committee Attended Mr.R.K.Bhoodes Non-Executive Chairman 1 Director Mr.Vishnu Prasad B Menon Non-Executive Member 1 Director Mr.Chandramohana Prasad Non-Executive Member 1 Director Ms.Chandrika Devi Non-Executive Member 1 Director

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

32 Annual Report 2018-19

he ompan came to the purview o section o ompanies Actin the as it crossed the net proit riteria o Rs rores coain a net proit eore ta o Rs rores

onseuent the companconstituted a orporate ocia Responsiiitommittee R ommittee o its irectors with the omposition as hereunder

raaumar anain irector hairman

raadeesan anain irector emer

r ishnu rasad enon ndependent irector emer

ridharth Ram irector emer

rriraauramonian irector emer

rshandria evi irector emer

he R ommittee has ormuated and recommended to the oard a R poic or the ompan detaiin the ocus areas o R Activities and mode o impementation o the same which was approved the oard he same is attached as Annexure V he ommittee aso approved the R ependiture o Rs ahs or the cacuated in accordance with provisions o section o the ompanies Act onsiderin the ocusaret areas mentioned in the R oic the ommittee ound it most epedient to ive thrust to the activities ocusin on the aret areas comprisin o

romotin education incudin specia education and empoment enhancin vocation sis especia amon chidren women eder and the dierent aed and iveihood enhancement proects

romotin ender euait empowerin women settin up homes and hostes or women and orphans settin up od ae homes da care centres and such other aciities or senior citiens and measures or reducin ineuaities aced socia and economica acward roups ince the ompan has not ormed its own rust or ociet or direct impementin the proects it has to identi suitae rusts or ocieties as envisaed under the Act or impementation o the proectsprorammes e have identiied two such institutions which have een spearheadin simiar activities or the ast more than ears A report on orporate ocia Responsiiit has een attached with Annexure V

ursuant to the provisions o ection p the ompanies Act the oard has carried out the annua perormance evauation o its own perormance the irectors individua as we as the evauation o the worin o its ommittees A structured uestionnaire was prepared ater tain into consideration inputs received rom the irectors coverin various aspects of the Board’s functioning such as adequacy of the composition of the oard and its ommittees oard cuture eecution and perormance o speciic duties oiations and overnance

riteria adopted or evauation he oard sha evauate the roes unctions duties o ndependent Directors (ID’s) of the Company. Each ID shall be evauated a other directors not the irector ein evauated he oard sha aso review the manner in which ID’s follow guidelines of professiona conduct erormance review o a the onndependent irectors o the compan on the asis o the activities undertaen them epectation o oard and eve o participation erormance review o the hairman o the compan in terms o eve o competence o chairman in steerin the oard o the compan he review and assessment o the ow o inormation the compan to the oard and manner in which the deierations tae pace the manner o pacin the aenda and the contents therein he review o the perormance o the directors individua its own perormance as we as evauation o worin o its committees sha e carried out the oard n the asis o perormance evauation it sha e determined the omination and Remuneration ommittee and the oard whether to etend or continue the term o appointment o suect to a other appicae compiances

urin the period under reviewthe ompan does not come under the purview o Rue o ompanies eetins o oard and ts owers Rues and hence no ii echanism has een estaished

he ompan has in pace an Antieua arassment oic in ine with the reuirements o he eua arassment o omen at the orpace revention rohiition Redressa Act here are no cases reported durin the period under review

34 Annual Report 2018-19

I s per ection of the Companies ct the hareholders at their nnual eneral eeting held on une approved the appointment of s rishnamoorthy rishnmoorthy Chartered ccountants aliam oad Ernaulam erala – as tatutory uditors for a period of years commencing from the conclusion of the nd nnual eneral eeting to the conclusion of the th nnual eneral eeting. he term therefore comes to a conclusion by the end of the ensuing . s per ection 139 (2)(b) the auditor’s firm can be appointed for two terms of five consecutive years. he uditors have confirmed their eligibility to the effect that their appointment would be within the prescribed limits under the Companies ct and that they are not disqualified for reappointment. Considering the above provision and on the satisfactory performance of the auditors the Board recommends to consider and approve the appointment s rishnamoorthy rishnamoorthy as tatutory uditors of the Company to hold office for another term of ive years more until the conclusion of the th nnual eneral eeting to be held in the year subect to the ratification by members at every subsequent nnual eneral eeting and to authorise the Board to fi their remuneration in consultation with the udit Committee of the Board.

he Directors have devised proper systems to ensure compliance with the provisions of all applicable ecretarial tandards and that such systems are adequate and operating effectively.

he Company has framed a air ractices Code (C) as per the guidelines issued by eserve Ban of India in this regard. he C is posted on the website of the Company. he C is also reviewed at frequent intervals to ensure its adequacy and appropriateness.

he Company was not required to maintain cost records as prescribed by the Central overnment as per clause (d) of subsection () of ection of the Companies ct as also in terms of ection () of the Companies ct .

35 a in the preparation of the annua accounts the appicabe accountin standards had been foowed aon with proper epanation reatin to materia departures

b the directors had seected such accountin poicies and appied them consistent and made udments and estimates that are reasonabe and prudent so as to ive a true and fair view of the state of affairs of the compan at the end of the financia ear and of the profit and oss of the compan for that period

c the directors had taen proper and sufficient care for the maintenance of adeuate accountin records in accordance with the provisions of this ct for safeuardin the assets of the ompan and for preventin and detectin fraud and other irreuarities

d the directors had prepared the annua accounts on a oin concern basis and e the directors had devised proper sstems to ensure compiance with the provisions of a appicabe aws and that such sstems were adeuate and operatin effective

our irectors wish to pace on record their appreciation for the assistance cooperation and uidance received b the ompan from the entra overnment the tate overnment the eserve an of ndia the eistrar of ompanies eraa and other euator uthorities aners inancia nstitutions embers endors and ustomers durin the ear under review and oo forward to their continued support our irectors aso wish to pace on record their deep sense of appreciation for the committed services b the mpoees of the ompan

ace rnauam or and on behaf of the oard ate 13219 d opaanutt enon hairman 92

36 Annual Report 2018-19

. –

͸ͺʹͲ͵ͷ ͳͲͲΨ Ψ

͸ͷͻʹ Ȁ Ǥ FORM NO. MGT 9 Annexure I 9 MGT FORM NO. EXTRACT OF ANNUAL RETURN ANNUAL OF EXTRACT

Ǧ ǡǡ 3.201 31.0 ended year on financial As ͲͶͺͶʹ͵͹ͳͶͻͶ Ǥ Ǧ ͸ͷͻͻͲʹͲͳ͵Ͳ͵ͷ͹͵Ͷ ʹͲǤͳʹǤʹͲͳ͵ ͶͳȀͺͺͻ͵ǡǡ ǡǡǡ ͸ͺʹͲʹͶ Ǥ ǣͶͳȀͶʹ͸ǡ̶̶ǡ ǡǡǡǡ Ǥ

ͻʹȋ͵Ȍ ǡʹͲͳ͵ͳʹȋͳȌȋƬȌǡʹͲͳͶ Ȁ Ȁ Ƭ ǡƬ ƬǡǤ ͳͲΨ Ȍ

ͳǤ ʹǤ ͵Ǥ ͶǤ ͷǤ ͸Ǥ ͹Ǥ Ǥ Ǥ ͳ REGISTRATION & OTHER DETAILS: OTHER & REGISTRATION THE COMPANY OF ACTIVITIES BUSINESS PRINCIPAL ȋ

I. II.

37 ʹȋͺ͹Ȍ ʹȋͺ͹Ȍ

e Ͳ Ͳ Ͳ Ͳ Ͳ % the ͳǤ͸͸ 1.66 year Ǧ - Chang during Ͳ Ͳ Ͳ Ͳ Ͳ ͻͳ

s ͻͻǤ ͻ͵ǤͲͲ % of ͳͲǤͲʹ Total 10.02 Share Ͳ Ͳ Ͳ Ͳ Ͳ

Ψ Total 2019] ͵ʹǡͲͲǡͲͲͲ - 32,00,000

Ͳ Ͳ Ͳ Ͳ Ͳ 0 March - Ȁ Ȁ 22,00,00 Physical ʹʹǡͲͲǡͲͲͲ [As on 31

No. of Sharesheld at endthe of yearthe Demat ͳͲǡͲͲǡͲͲͲ 10,00,000

Ͳ Ͳ Ͳ Ͳ Ͳ ͳͳǤ͸ͺ 11.68 % of Ȁ Total Shares g of the

Ͳ Ͳ Ͳ Ͳ Ͳ 0

2018] ͸͸ͲͲͲʹͲͳ͸ͲͶ͸Ͷ͵͸ ͹ͶͻͻͻʹͲͳ͸ͲͶ͸͹ͳͶ - Total 31,00,00 ͵ͳǡͲͲǡͲͲͲ March - Ͳ Ͳ Ͳ Ͳ Ͳ

͵ͳǡͲͲǡͲͲͲ Physical 31,00,000

[As on 31

Dem No. of Sharesheld at beginninthe year

PATTERN (Equity Share Capital Breakup as percentage of Total Equity) Total of percentage as Breakup Capital Share (Equity PATTERN

wise Share Holding Share - wise

ian Category

total (A1) - ny other A) Category of Shareholders

PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES COMPANIES ASSOCIATE AND SUBSIDIARY HOLDING, OF PARTICULARS ͳ ʹ PromotersA. (1) Ind Individual/a) HUF b) Central Govt c) State Govt(s) d) Bodies Corp. e) Banks/ FI f) A Sub ǤǤ

SHARE HOLDING SHARE

III. IV. 38 Annual Report 2018-19

Ͳ Ͳ Ͳ Ͳ Ͳ Ͳ Ͳ Ͳ Ͳ Ͳ Ͳ Ͳ Ͳ Ͳ 0 0 1.66 ʹǤͳ͸ ͲǤ͹ͻ - Ͳ Ͳ Ͳ Ͳ Ͳ Ͳ Ͳ Ͳ Ͳ Ͳ Ͳ Ͳ Ͳ Ͳ 0 0 2 ͶǤ͵͵ ͳǤ͵ͷ 10.0 Ͳ Ͳ Ͳ Ͳ Ͳ Ͳ Ͳ Ͳ Ͳ Ͳ Ͳ Ͳ Ͳ Ͳ 0 0 Ͷ͵ͳ͸ͲͲ ͳ͵ǡͺ͵ǡ͵͵͵ 32,00,000 Ͳ Ͳ Ͳ Ͳ Ͳ Ͳ Ͳ Ͳ Ͳ Ͳ Ͳ Ͳ Ͳ Ͳ 0 0 0 Ͷ͵ͳ͸ͲͲ 22,00,00 ͳͲǡͷͺǡ͵͵͵ ͵ǡʹͷǡͲͲͲ 10,00,000

Ͳ Ͳ Ͳ Ͳ Ͳ Ͳ Ͳ Ͳ Ͳ Ͳ Ͳ Ͳ Ͳ Ͳ 0 0 ʹǤͳ͹ ͲǤͷ͸ 11.68 Ͳ Ͳ Ͳ Ͳ Ͳ Ͳ Ͳ Ͳ Ͳ Ͳ Ͳ Ͳ Ͳ Ͳ 0 0

0 ͷǡ͹ͷǡͲͲͲ ͳǡͷͲǡͲͲͲ 31,00,00

Ͳ Ͳ Ͳ Ͳ Ͳ Ͳ Ͳ Ͳ Ͳ Ͳ Ͳ Ͳ Ͳ Ͳ 0 0

ͷǡ͹ͷǡͲͲͲ ͳǡͷͲǡͲͲͲ 31,00,000

ons

Instituti -

Bodies Corporate Qualified Foreign Individuals Others(Specify)Any Institutions

total (A2) total (B)(1)

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40 Annual Report 2018-19

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S S 42 Annual Report 2018-19

te o

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Ͳ Ͳ Ͳ ǡͲͲǡͲͲͲ Total ͷǡͷͳǡͷͳͳ ʹǡͻͳǡ͹͵͵ Amount ͺͶ ʹǡͷͲǡͲͲǡͲͲͲ ͳǡʹͺǡͳͻǡ͹ʹͺ ͺǡ͹ͳǡʹͷǡͲ͵ͺ ͻǡͻͻǡͶͶǡ͹͸͸ Total Total 8,76,76,549 1,21,80,272 10,02,36,499

) Indebtedness Ͳ Ͳ Ͳ & CEO

Ǧ Ǧ - Ǧ Ǧ Ǧ - Ǧ Ǧ - Ǧ ǡͲͲǡͲͲͲ Ͷͺ (MD

Jayakumar.P.G

Deposits

Ͳ Ͳ Ͳ ͲǡͲͲͲ (MD)

͵͸ǡͲ Ǧ Ǧ Ǧ - Ǧ Ǧ Ǧ Ǧ Ǧ Ǧ - T.S.Jagadeesan Name of MD/WTD/ Manager Unsecured Loans Unsecured

Ǧ Ǧ

36,499 ʹǡͻͳǡ͹͵͵ ͷǡͷͳǡͷͳͳ ͻǡͻͻǡͶͶǡ͹͸͸ ʹǡͷͲǡͲͲǡͲͲͲ ͳǡʹͺǡͳͻǡ͹ʹͺ ͺǡ͹ͳǡʹͷǡͲ͵ͺ

8,76,76,549 1,21,80,272 Ȁ Ǥ 10,02, Secured Loans Loans Secured ǡ Ǧ excluding deposits excluding ǡͳͻ͸ͳ

time Directors and/or Manager: and/or Directors - time

ǡͳͻ͸ͳ Ǧ

D KEY MANAGERIAL D PERSONNEL KEY MANAGERIAL Particulars of Remuneration -

ȋȌ ͳ͹ȋͳȌ ͳͻ͸ͳ ȋȌȀͳ͹ȋʹȌ ȋ Ȍ ͳ͹ȋ͵Ȍ

INDEBTEDNESS INDEBTEDNESS Remuneration to Managing Director, Whole Director, Managing to Remuneration

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No TION TION REMUNERA OF DIRECTORS AN I. ͳ ʹ A. ) V 44 V Annual Report 2018-19

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Annual Report 2018-19

ited Ǧ Ǧ 12,05,807 ǡ

ȋȌ 2,09,355 Sd/ - Din: 065982 86 M.Gopalankutty Menon F or Gosree Finance Lim Chairman

Ǧ Ǧ ȏȀȀȐ 4,56,452

,000 Ǧ Ǧ

5,40 Ǧ Ǧ Ǧ

ȀȀ ǡ ǡ ǡ

1.2019

Others, specify…

Ǧ ǡ Total 13 - 07 201 9 I. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES: COMPOUNDING PUNISHMENT/ / PENALTIES I. ͷ COMPANY A. B. DIRECTORS DEFAULT IN OFFICERS OTHER C. paid to Alexander Kurian till 04.01.2019 till Kurian Alexander to paid Remuneration ȗ 05.0 G from Prasad S Ajith to paid Remuneration ** VI Date: Place: Ernakulam 47 Annexure II

FORM NO. AOC -2 (Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014.)

Ȁ ȋͳȌ ͳͺͺ ǡʹͲͳ͵ Ǥ ͳǤDetailsSL. of contracts or arrangementsParticulars or transactions not at Arm’s lengthDetails baǤ No.

Ȍ ȋȌƬ

Ȍ ȀȀ

Ȍ ǡ

Ȍ arrangements or transactions’

Ȍ ǡ

Ȍ ͳͺͺ

48 Annual Report 2018-19

ʹǤDetailsSL. of contracts or arrangementsParticulars or transactions at Arm’s length basis.Details No.

Ȍ ȋȌƬ ǤǤ Ǧ Ȍ ȀȀ

Ȍ ȀȀ Ͷ Ǥ ͺ ̷ͳǡͲͲǡͲͲͲǤ Ȍ ̷ ǡ ǤͳͲͲǡͲͲͲ

Ȍ ͳ͹ǤͳͲǤʹͲͳͷ

Ȍ ǡ ͵ǡͲͲǡͲͲͲ

Place: Ernakulam Date: 13.07.2019 For and on behalf of the Board

Sd/- M.Gopalankutty Menon Chairman DIN: 06598286

49 ANNEXURE –III

FORM NO: AOC-1

Statement containing salient features of the financial statement of subsidiaries/associate companies/joint ventures. (Pursuant to first provision to sub-section (3) of section 129 read with rule 5 of Companies (Account) Rules; 2014)

Part ’’A’’: Subsidiaries

1 SI No. 1 2 2 Name of Subsidiary Gosree Gosree Investment Insurance and Risk Broking Services Pvt Services Pvt Ltd Ltd 3 Date since when subsidiary was acquired NA NA 4 Reporting period for the subsidiary Reporting period same as concerned, if different from the holding Holding Company company’s reporting period 5 Reporting currency and Exchange rate as N.A on the relevant Financial Year in the case (amount Rupees) of foreign subsidiaries. 6 Share capital 1,00,000 1,05,00,000 7 Reserve & Surplus 17,427.50 (41,43,921.33) 8 Total assets 97,572.50 75,58,447.17 9 Total Liabilities 97,572.50 75,58,447.17 10 Investments - - 11 Turnover/Other Income 0 25,25,369.40 12 Profit before taxation (20,184.00) (17,89,543.81) 13 Provision for taxation 0 0 14 Profit after taxation (20,184.00) (17,89,543.81) 15 Proposed Dividend NIL NIL 16 % of shareholding 93.00 99.91 Names of the subsidiaries which are yet to commence operations- NIL

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

Place: Ernakulam Date: 13.07.2019 For and on behalf of the Board Sd/-

M.Gopalankutty Menon Chairman DIN: 06598286

50 Annual Report 2018-19

Annexure IV NOMINATION AND REMUNERATION POLICY Board of Directors of Gosree Finance Limited (“the Company”) in order to align with the provisions of the Companies Act, 2013, has constituted a Committee as “Nomination and Remuneration Committee.” Objective The Nomination and Remuneration Committee and this Policy are in compliance with the Companies Act, 2013, Reserve Bank of India Guidelines read along with the applicable rules thereto and Policy Guidelines of Gosree Finance Limited. The Key Objectives of the Committee would be: a) To guide the Board in relation to appointment and removal of Directors, Key Managerial Personnel and Senior Management. b) to evaluate the performance of the members of the Board and provide necessary report to the Board for further evaluation of the Board and recommending the Board on Remuneration payable to the Directors, Key Managerial Personnel and Senior Management. c) to ensure that all provisions regarding Remuneration Policy and duties of Committee as required under the Companies Act, 2013 or such other acts, rules, regulations or guidelines are complied with. Definitions (a) Key Managerial Personnel: Chief Executive Officer, Executive Directors, Chief Financial Officer and Company Secretary or any other personnel as prescribed under Companies Act, 2013. (b) Senior Management: Senior Management means personnel of the company who are members of its core management team excluding the Board of Directors. This would also include all members of management one level below the executive directors including all functional heads. Role And Responsibilities The role of the Committee inter alia will be the following: a. Identifying persons who are qualified to become Directors and who may be appointed in Senior Management in accordance with Criteria as laid down and recommend to Board their appointment and removal. b. Ensure persons proposed to be appointed on the Board do not suffer any disqualifications for being appointed as a director under the Companies Act, 2013. c. Ensure that the proposed appointees have given their consent in writing to the Company;

51 d. Reie and carr out eery Director’s performance, the structure sie and comosition incudin sis noede and eerience reuired o te oard comared to its current osition and mae recommendations to te oard it reard to an canes e. an or te succession annin or directors in te course o its or tain into account te caenes and oortunities acin te Coman and at sis and eertise are tereore needed on te oard in te uture . e resonsie or identiin and nominatin or te aroa o te oard candidates to i oard acancies as and en te arise . ee under reie te eadersi needs o te oraniation ot eecutie and noneecutie it a ie to ensurin te continued aiit o te oraniation to comete eicient in te maret ace and . nsure tat on aointment to te oard noneecutie directors receie a orma etter o aointment settin out cear at is eected o tem in terms o committee serices and inoement outside oard meetins. i. etermine and aree it te oard te rameor or road oic or criteria or determinin uaiications ositie attitudes and indeendence o a director and recommend to te oard a oic reatin to remuneration or te irectors e anaeria ersonne and oter emoees. . Reie te onoin aroriateness and reeance o te remuneration oic. . nsure tat contractua terms o te areement tat Coman enters into it irectors as art o teir emoment in te Coman are air to te indiidua and te Coman. . nsure tat a roisions reardin discosure o remuneration and Remuneration oic as reuired under te Comanies ct or suc oter acts rues reuations or uideines are comied it. Constitution emers a. e Committee sa consist o a minimum noneecutie directors maorit o tem ein indeendent. . inimum to () memers sa constitute a uorum or te Committee meetin. c. emersi o te Committee sa e discosed in te nnua Reort. d. erm o te Committee sa e continued uness terminated te oard o irectors.

52 Annual Report 2018-19

Chairman: a hairman of the ommittee sha e a oneectie Director hairman of the ommittee sha e ecie y oar of Directors of the ompany c n the asence of the hairman, the memers of the ommittee present at the meetin sha choose one amonst them to act as hairman Frequency Of Meetings he meetin of the ommittee sha e he at sch rear interas as may e reire y the ommittee or as irecte y oar of Directors of the ompany Guiding Principles ommittee hie eercisin its fnctions as escrie in D of the ommittee in this poicy, i e ie y fooin roa principes Statutory Reports a he ee an composition of remneration is reasonae an sfficient to attract, retain an motiate irectors of the aity reire to rn the company sccessfy he reationship of remneration to performance is cear an meets appropriate performance enchmars an c he remneration to irectors, ey manaeria personne an senior manaement inoes a aance eteen fie an incentie pay refectin short an onterm performance oecties appropriate to the orin of the company an its oas n case, sect matter is reate to appointment remneration of nepenent Directors, the reirement ner oe of onct of nepenent Directors an other tattory eirements are met e n case, sect matter is reate to appointment remneration of Directors other than nepenent Directors, ey anaeria ersons, enior anaement, the reirement ner oe of onct of enior anaement of the ompany is met f memer of the ommittee is not entite to e present hen his or her on remneration is iscsse at a meetin or hen his or her performance is ein eaate he ommittee may inite sch eecties incin ey anaeria ersons an enior anaement, as it consiers appropriate, to e present at the meetins of the ommittee g. ‘Fit and Proper’ Criteria as per ieines of esere an of nia, i e most fnamenta ieines for appointment of Directors an e iience

53 in ti regard i e arried ot. Coittee i e reired to arr ot a ntiondtie in opiane o Copanie t it iting agreeent and eere an o ndia ideine. Decision Making And Voting a. atter ariing or deterination at Coittee eeting a e deided a aorit o ote o eer preent and oting and an deiion a or a prpoe e deeed a deiion o te Coittee. . n te ae o eait o ote te Cairan o te eeting i ae a ating ote. . Coittee a reer an atter or onideration and deiion oard o iretor o te Copan i aorit o eer dee te atter it or te aid prpoe. atter i are reerred te Coittee i e deeed to e agenda o te eeting o oard o iretor. Minutes Of Committee Meeting Proeeding o a eeting t e inted and igned te Cairan o te Coittee at te eent eeting. inte o te Coittee eeting i e taed at te eent oard and Coittee eeting. Review And Alteration Of Nomination And Remuneration Policy e oination and eneration Coittee o te Copan i e gided ti poi and et to te poer granted to ter o reerene o te Coittee a deided oard o iretor o Copan ro tie to tie and reireent nder te Copanie t or oter at re regation or gideine inding iting greeent it to ange. oination and eneration Coittee o te Copan a reie ti poi ro tie to tie a it a dee it. n odiiation and Cange in ti poi i e et to approa o oard o iretor aed on reoendation o oination and eneration Coittee o te Copan.

Pae rnaa ate For and on ea o te oard Sd/-

.opaantt enon Chairman

54 Annual Report 2018-19

Annexure-V CORPORATE SOCIAL RESPONSIBILITY (CSR) POLICY

Introduction:

Gosree Finance Limited (hereinafter referred to as “the Company”) has always kept Corporate Social Responsibility (CSR) as a key component of its operating philosophy. Section 135 of the Companies Act 2013 (hereinafter referred to as “the Act”), read with the Companies (Corporate Social Responsibility Policy) Rules 2014, as amended from time to time, lays down the legal framework for the Company’s CSR policy.

The Board of the Company has constituted a CSR Committee as per the provisions of the Act. This policy has been adopted by the Board based on the recommendation of the CSR Committee

Objective:

This policy sets out the Company’s commitment & approach towards Corporate Social Responsibility based on the maxim of ‘Giving Back to Society’. The Company is committed to the motto of improving the quality of life of the communities it serves through the CSR theme of ‘Building Sustainable Livelihoods’. The Company endeavors to facilitate livelihood opportunities & socio-cultural development in areas of its operations.

The Company intends to be a contributor to CSR initiatives in India by devising and implementing social improvement programs or projects for the benefit of underprivileged communities, towns and villages and to give a fillip to the underprivileged class of people.

Focus Areas:

In accordance with the requirements of the Act, the Company’s CSR programs shall mainly focus on one or more of the following areas:

 Programs aimed to eradicate Hunger, Poverty and Malnutrition, and providing better facilities for sanitation and making available safe drinking water.  Programs to promote education including special education and vocational skills among children, women and elderly.  Providing support to orphanages, old age homes, daycare centers and such other facilities for senior citizen.  Disaster relief and rehabilitation programs  Income-generation and livelihood enhancement programs  Slum area development programme  Rural development projects

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

55 time, based on the recommendations of the CSR Committee and as may be approved by the Board of irectors.

Constitution of CSR Committee

The Board shall constitute the CSR Committee comprising three or more directors of which, at least one shall be an independent director.

Planning & Implementation:

. CSR Committee shall formulate plans for implementing the CSR policy, which will comprise of programmesproects to serve the Society in tune with the ocus Area identified in the olicy. . The Company shall, in due, course formulate a registered Trust or Society to carry out its CSR proectsprogrammes. Till such time, the Company shall eecute its programmesproects through Companies, registered under Sec of the Act or registered TrustSociety, established by Govt or under any Act of arliament or legislature Company may implement through other registered trustsociety also, provided such entities have proven track record of minimum three years in such activities. Company shall also collaborate with similar activities of other companies, as permitted by the Act. . Company shall implement its CSR programme through any or all the above institutions, as permitted by the Act. CSR committee shall take suitable decisions in this regard. . CSR Budget shall normally be as stipulated under the Act, as amended from time to time presently of the average net profits of the Company for the preceding three financial years) and as approved by the Board. Any surplus arising out of the CSR proects or programs or activities shall not form part of business profits of the Company. The Company may also voluntarily allocatecontribute amounts in ecess of the statutory threshold based on the discretion and approval of the Board of irectors of the Company. . CSR Committee shall allocate sufficient funds for the proectsprogrammes planned to be implemented and shall entrust appropriate institutions, as mentioned in para above, for implementation of the same within the CSR Budget as defined in para above or as enhanced by the Board

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

56 Annual Report 2018-19

of the programmesproects on a regular basis either directly or through a onitoring Committee of the ecutives constituted by the Committee for the purpose. onitoring will include the following measures  CSR olicy is implemented as per the Act and the Rules ensuring that all proects as budgeted are duly carried out.

 All CSR spends are closely monitored and audited in an accountable and transparent manner.

 eriodic field visits, comprehensive documentation, interaction with beneficiary communitiesetc may be undertaken as deemed necessary to ensure effective implementation.

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

Responsibility of the Board of Directors:

The Board shall be responsible for – Approving the CSR policy of the Company as may be recommended by the CSR Committee, subect to necessary changesmodifications as the Board may deem fit.  nsuring that in each financial year the Company spends such amounts for CSR activities as may be stipulated in the Act, as amended from time to time. resently of the average net profits of the Company made during the three immediate preceding financial years)

 nsuring that the activities as included in the CSR olicy are undertaken by the Company.

 eriodical review of the policy and implementation based on the reommendationsreports of the CSR Committee is undertaken

Responsibility of CSR Committee:

The CSR Committee of the Company shall be responsible for

 ormulating and recommending to the Board the CSR olicy which shall indicate activities to be undertaken in line with Section read with Schedule II of the Act.

 Recommending to the Board the CSR ependiture to be incurred.

57 



Target Communities & Project Locations:

areas of operation as well as other ‘identified locations’ from time to time.

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

M.Gopalankutty Menon Chairman DIN: 06598286

58 Annual Report 2018-19

REPORT ON CORPORATE SOCIAL RESPONSIBILITY [Pursuant to clause (o) of Sub-Section 3 of Section 134 of the Act and Rule 9 of the Companies (Corporate Social Responsibility) Rules, 2014] 1. A brief outline of the Company’s CSR policy, including overview of projects or programs proposed to be undertaken and a reference to the web-link to the CSR policy and projects or programs: CSR policy of the Company encompasses the Company’s philosophy for aligning its responsiilit as a corporate citien and las down the idelines and mechanism for ndertain sociall sefl prorammes for welfare sstainale deelopment of the commnit at lare. 2. The Composition of CSR Committee: The Company’s CSR Committee consists of two Executive Directors and the independent of the ompan and is chaired

Name of the Director Designation Position

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

Mr.T.S.Jagadeesan Managing Director Member

Mr. Vishnu Prasad B Menon Independent Director Member

Mr.Sidharth Ram Director Member

Mr. Sriraag Subramonian Director Member

Mrs. Chandrika Devi Director Member

3. Average net profit of the Company for last three financial years: s.. 4 Prescribed CSR Expenditure (two percent of amount stated in item 3 above):s. 5. Details of CSR spent during Financial year: a otal amont to e spent for inancial ear s. mont nspent if an c anner in which amont spent drin the financial ear is detailed elow

59 Sr CSR project or Sector in which the Projects Amo Amount spent Cumulative Amou . activity identified project is covered or unt on the expenditur nt N (As programs outla projects or e spent o per Schedule VII of 1) Local y programs upto the – Companies Act, area or (bud Sub heads: (1) reporting Direct 2013) other get) Direct period or 2) Specify – expenditure (Amount in throug the proje on ) h states ct or project or imple and prog program Ʈ menti district ram (2) overhead ng where the wise (Amount in ) agenc project (Am y was ount Ʈ undertak in ) en Ʈ ͳ •Programs aimed ͳȌ ͸͸ͲͲͲͲ ͸͸ͲͲͲͲ ͸͸ͲͲ ǡ ǡ ͲͲ ǡ Ǥ ǡ ǡ •Programs to Ǥ ǡ Ǥ •Providing ǡ ǡ Ǥ n case the Company has failed to spend the two per cent of the average net profit of the last three financial years or any part thereof the company shall provide the reasons for not spending the amount in its oard report our Company has spent the two per cent of the average net profit of the last three financial years responsiility statement of the CSR Committee that the implementation and monitoring of CSR olicy is in compliance with CSR oectives and olicy of the company

60 Annual Report 2018-19

The CSR Committee herey confirms that the implementation and monitoring of CSR activities is in compliance with CSR oectives and the CSR olicy of the Company Place: Ernakulam Date: 13.07.2019 For and on behalf of the Board

Sd/- M.Gopalankutty Menon Chairman DIN: 06598286

C.S Sunil Sankar COMPANY SECRETARY

Form No. MGT-8 [Pursuant to section 92(2) of the Companies Act, 2013 and rule 11(2) of Companies (Management and Administration) Rules, 2014]

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

A. the Annual Return states the facts as at the close of the aforesaid financial year correctly and adequately. B. during the aforesaid financial year the Company has complied with provisions of the Act & Rules made there under in respect of: 1. its status under the Act; 2. maintenance of registers/records & making entries therein within the time prescribed therefor; 3. filing of forms and returns as stated in the annual return, with the Registrar of Companies, Regional Director, Central Government, the Tribunal, Court or other authorities within the prescribed time, 4. calling/ convening/ holding meetings of Board of Directors or its committees, if any, and the meetings of the members of the company on due dates as stated in the annual return in respect of which meetings, proper notices were given and the proceedings including the circular resolutions and resolutions passed by postal ballot, if any, have been properly recorded in the Minute Book/registers maintained for the purpose and the same have been signed; 5. closure of Register of Members / Security holders, as the case may be; 6. advances/loans to its directors and/or persons or firms or companies referred in section 185 of the Act; 7. contracts/arrangements with related parties as specified in section 188 of the Act; 8. issue or allotment or transfer or transmission or buy back of securities/ redemption of preference shares or debentures/ alteration or reduction of share capital/ conversion of shares/ securities and issue of security certificates in all instances;

14/22, Canal Road M :: +91 97 44 111 998

Tripunithura Ernakulam :: +91 99 47 271 911

Kerala 682301 E :: [email protected] Membership No ACS 20171 CoP No :: 10613

62 Annual Report 2018-19

9. keeping in abeyance the rights to dividend, rights shares and bonus shares pending registration of transfer of shares in compliance with the provisions of the Act; 10. declaration/ payment of dividend; transfer of unpaid/ unclaimed dividend/other amounts as applicable to the Investor Education and Protection Fund in accordance with section 125 of the Act; 11. signing of audited financial statement as per the provisions of section 134 of the Act and report of directors is as per sub - sections (3), (4) and (5) thereof; 12. constitution/ appointment/ re-appointments/ retirement/ filling up casual vacancies/ disclosures of the Directors, Key Managerial Personnel and the remuneration paid to them, 13. appointment/ reappointment/ filling up casual vacancies of auditors as per the provisions of section 139 of the Act, 14. approvals required to be taken from the Central Government, Tribunal, Regional Director, Registrar, Court or such other authorities under the various provisions of the Act; 15. acceptance/ renewal/ repayment of deposits; 16. borrowings from its directors, members, public financial institutions, banks and others and creation/ modification/ satisfaction of charges in that respect, wherever applicable; 17. loans and investments or guarantees given or providing of securities to other bodies corporate or persons falling under the provisions of section 186 of the Act ; 18. alteration of the provisions of the Memorandum and/or Articles of Association of the Company;

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

63 INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF GOSREE FINANCE LIMITED Report on the Audit of the Standalone Financial Statements

Opinion and cash flows of the Company in accordance with the accounting principles generally accepted in India, including We have audited the accompanying Standalone financial the accounting Standards specified under section 133 of statements of GOSREE FINANCE LIMITED (“the the Act. This responsibility also includes maintenance Company”) which comprises the Balance Sheet as at March of adequate accounting records in accordance with the 31, 2019, the Statement of Profit and Loss, and statement provisions of the Act for safeguarding of the assets of the of cash flows for the year then ended, and notes to the Company and for preventing and detecting frauds and financial statements, including a summary of significant other irregularities; selection and application of appropriate accounting policies and other explanatory information. implementation and maintenance of accounting policies; In our opinion and to the best of our information and making judgments and estimates that are reasonable and according to the explanations given to us, the aforesaid prudent; and design, implementation and maintenance of standalone financial statements give the information adequate internal financial controls, that were operating required by the Act in the manner so required and give effectively for ensuring the accuracy and completeness of a true and fair view in conformity with the accounting the accounting records, relevant to the preparation and principles generally accepted in India, of the state of affairs presentation of the financial statement that give a true and of the Company as at March 31, 2019, and profit and its fair view and are free from material misstatement, whether cash flows for the year ended on that date. due to fraud or error. Basis for Opinion In preparing the financial statements, management is responsible for assessing the Company’s ability to continue We conducted our audit in accordance with the Standards as a going concern, disclosing, as applicable, matters on Auditing (SAs) specified under section 143(10) of related to going concern and using the going concern the Companies Act, 2013. Our responsibilities under basis of accounting unless management either intends to those Standards are further described in the Auditor’s liquidate the Company or to cease operations, or has no Responsibilities for the Audit of the Financial Statements realistic alternative but to do so. section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute The Board of Directors are also responsible for overseeing of Chartered Accountants of India together with the ethical the company’s financial reporting process. requirements that are relevant to our audit of the financial Auditor’s Responsibility for the Audit of the Financial statements under the provisions of the Companies Act, Statements 2013 and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these Our objectives are to obtain reasonable assurance about requirements and the Code of Ethics. We believe that whether the financial statements as a whole are free from the audit evidence we have obtained is sufficient and material misstatement, whether due to fraud or error, appropriate to provide a basis for our opinion. and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is Responsibility of Management for the Standalone Financial not a guarantee that an audit conducted in accordance Statements with SAs will always detect a material misstatement when The Company’s Board of Directors is responsible for the it exists. Misstatements can arise from fraud or error matters stated in section 134(5) of the Companies Act, and are considered material if, individually or in the 2013 (“the Act”) with respect to the preparation of these aggregate, they could reasonably be expected to influence standalone financial statements that give a true and fair the economic decisions of users taken on the basis of these view of the financial position, financial performance, financial statements. 64 Annual Report 2018-19

As part of an audit in accordance with SAs, we exercise communicatewith them all relationships and other professional judgment and maintain professional matters that mayreasonably be thought to bear on our skepticism throughout the audit. We also: independence, andwhere applicable, related safeguards • Identify and assess the risks of material misstatement of Report on Other Legal and Regulatory Requirements the standalone financial statements, whether due to fraud 1. As required by the Companies (Auditor’s Report) Order, or error, design and perform audit procedures responsive 2016 (“the Order”) issued by the Central Government of to those risks, and obtain audit evidence that is sufficient India in terms of sub-section (11) of section 143 of the and appropriate to provide a basis for our opinion. The risk Act, we give in the Annexure A, a statement on the matters of not detecting a material misstatement resulting from specified in paragraphs 3 and 4 of the Order. fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, 2. As required by Section 143 (3) of the Act, we report misrepresentations, or the override of internal control. that: • Obtain an understanding of internal financial controls a. We have sought and obtained all the information and relevant to the audit in order to design audit procedures explanations which to the best of our knowledge and belief that are appropriate in the circumstances. Under section were necessary for the purposes of our audit. 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the Company has adequate b. In our opinion proper books of account as required by internal financial controls system in place and the operating law have been kept by the Company so far as appears from effectiveness of such controls. our examination of those books. • Evaluate the appropriateness of accounting policies c. The Balance Sheet, Statement of Profit and Loss and used and the reasonableness of accounting estimates and Cash Flow Statement dealt with by this Report are in related disclosures made by management. agreement with the books of account. • Conclude on the appropriateness of management’s d. In our opinion, the aforesaid standalone financial use of the going concern basis of accounting and, based statements comply with the Accounting Standards on the audit evidence obtained, whether a material specified under Section 133 of the Act, read with Rule 7 of uncertainty exists related to events or conditions that the Companies (Accounts) Rules, 2014. may cast significant doubt on the Company’s ability to e. On the basis of written representations received from continue as a going concern. If we conclude that a material the directors as on 31 March 2019, and taken on record by uncertainty exists, we are required to draw attention in our the Board of Directors, none of the directors is disqualified auditor’s report to the related disclosures in the standalone as on 31 March 2019, from being appointed as a director in financial statements or, if such disclosures are inadequate, terms section 164 (2) of the Act. to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s f. With respect to the adequacy of the internal financial report. However, future events or conditions may cause controls over financial reporting of the Company and the Company to cease to continue as a going concern. the operating effectiveness of such controls, refer to our separate report in “Annexure B”. • Evaluate the overall presentation, structure and content of the standalone financial statements, including g. With respect to the other matters to be included in the the disclosures, and whether the standalone financial Auditor’s Report in accordance with the requirements statements represent the underlying transactions and of section 197(16) of the Act, in our opinion and to the events in a manner that achieves fair presentation. best of our information and according to the explanations given to us, the remuneration paid by the Company to We communicate with those charged with governance its directors during the year is in accordance with the regarding, among other matters, the planned scope and provisions of section 197 of the Act. timing of the audit and significant audit findings, including any significant deficiencies in internal control that we h. With respect to the other matters to be included in identify during our audit. the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our We also provide those charged with governance opinion and to the best of our information and according with astatement that we have complied with relevant to the explanations given to us: ethicalrequirements regarding independence, and to 65 (i) Company does not have any pending litigations which ANNEXURE - A TO THE AUDITORS’ REPORT would impact its financial position; (Referred to in paragraph 1 under the heading ‘Report (ii) The Company did not have any long-term contracts on Other Legal and Regulatory Requirements’ section of including derivative\ contracts for which there were any our independent audit report of even date on standalone material foreseeable losses. Financial Statements for the year ended 31stMarch 2019) (iii) There were no amounts which are required to be 1 In respect of fixed assets of the Company transferred to the Investor Education and Protection a) The Company has maintained proper records showing Fund by the Company. full particulars, including quantitative details and situation of fixed assets. For Krishnamoorthy and Krishnamoorthy b) The fixed assets were physically verified during the year by the management. According to the information and Chartered Accountants explanations given to us, no material discrepancies were Firm Reg No.001488S noticed on such verification. c) As per the information and explanation given to us, the Company is not holding any immovable assets. Sd/- 2 The Company is a service company. Accordingly, it does R.Venugopal not hold any physical inventories. Thus, paragraph 3(ii) Partner of the Order is not applicable. Membership No.202632 3. According to the information and explanations given to us, the Company has granted unsecured loan, to a party covered in the register maintained under section Kochi 189 of the Companies Act, 2013, in respect of which: 13.07.2019 a) The terms and conditions of the grant of such loan, in our opinion, prima facie, not prejudicial to the Company’s interest. b) The repayment of principal and payment of interest have been made as stipulated c) There is no overdue amount remaining outstanding as at the balance sheet date. 4. In our opinion and according to the information and explanations given to us, the Company h a s complied with the provisions of Sections 185 and 186 of the Companies Act, 2013 in respect of grant of loans, making investments and providing guarantees and securities, asapplicable. 5. In our opinion and according to the information and explanations given to us, the Company has not accepted deposits during the year and does not have any unclaimed deposits. Thus, the provisions of the clause 3 (v) of the Order are not applicable to the Company. 6. According to the information and explanation given to us, the Central Government has not prescribed the

66 Annual Report 2018-19 maintenance of cost records under section 148 (1) of the 13. As per information and explanation furnished to us Companies Act, 2013 for the services rendered by the and according to our examination of t h e Company. records of the Company all transactions with the related parties are in compliance with sections 177 and 188 7. a) According to the information and explanations given of Companies Act, 2013 and the details have been to us and on the basis of our examination of the records disclosed in the Financial Statements as required by of the Company, the company is generally regular in the applicable accounting standards. depositing undisputed statutory dues including provident fund, employees’ state insurance, income tax, sales-tax, 14. During the year the Company has not made any goods and services tax, duty of customs, duty of preferential allotment or private placement of shares excise, value added tax, cess and any other statutory or fully or partly convertible debentures and hence dues to the appropriate authorities to the reporting under clause (xiv) of CARO 2016 is not extent applicable to the Company. According to applicable to the Company. the information and explanations given to us, 15. According to the information and explanations given no material undisputed amounts payable in respect of to us and based on our examination of t h e statutory dues were in arrears as at 31stMarch 2019 for records of the Company, the Company has not entered a period of more than six months from the date they into non-cash transactions with directors or persons became payable. connected with him. Accordingly, paragraph 3(xv) of b) According to the information and explanation given to the Order is not applicable. us there are no disputed amounts of tax which have 16. The company is required to be registered under section not been deposited with the authorities as at 31st 45-IA of the Reserve Bank of India Act, 1934 and has March 2019. obtained registration. 8. As per information and explanation furnished to us and according to our examination of the records of the Company, the Company has not made any defaults in repayment of loan or borrowing to financial institutions, banks, debenture holders. There are no borrowings from the Government. For Krishnamoorthy and Krishnamoorthy 9. As per information and explanation furnished to us and Chartered Accountants according to our examination of t h e records of the Company, term loan was applied for the Firm Reg No.001488S purpose for which it was raised. The Company has not raised any money by way of initial public offer or further public offer (including debt instruments). Sd/- 10. According to the information and explanations given R.Venugopal to us, no fraud by the Company or on the Company Partner by its officers or employees has been noticed or reported during the year. Membership No.202632 11. According to the information and explanations Kochi give to us and based on our examination of the records of the Company, the Company has paid/provided 13.07.2019 for managerial remuneration in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Act. 12. In our opinion and according to the information and explanations given to us, the Company is not a Nidhi company. Accordingly, paragraph 3(xii) of the Order is not applicable. 67 Annexure - B to the Auditors’ Report reasonable assurance about whether adequate internal financial controls over financial reporting was established (Referred to in paragraph 2 (f) under ‘Report on Other and maintained and if such controls operated effectively in Legal and Regulatory Requirements’ section of our report all material respects. of even date) Our audit involves performing procedures to obtain audit Report on the Internal Financial Controls under Clause evidence about the adequacy of the internal financial (i) of Sub-section 3 of Section 143 of the Companies Act, controls over financial reporting and their operating 2013 (“the Act”) effectiveness. Our audit of internal financial controls over We have audited the internal financial controls over financial reporting included obtaining an understanding financial reporting of Gosree Finance Limited (“the of internal financial controls over financial reporting, Company”) as of 31stMarch 2019 in conjunction with assessing the risk that a material weakness exists, and testing our audit of the standalone financial statements of the and evaluating the design and operating effectiveness of Company for the year ended on that date. internal control based on the assessed risk. The procedures selected depend on the auditor’s judgment, including the Management’s Responsibility for Internal Financial assessment of the risks of material misstatement of the Controls financial statements, whether due to fraud or error. The Company’s management is responsible for establishing We believe that the audit evidence we have obtained is and maintaining internal financial controls based on sufficient and appropriate to provide a basis for our audit the internal control over financial reporting criteria opinion on the Company’s internal financial controlsover established by the Company considering the essential financial reporting. components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Meaning of Internal Financial Controls over Financial Financial Reporting issued by the Institute of Chartered Reporting Accountants of India (‘ICAI’). These responsibilities A company’s internal financial control over financial include the design, implementation and maintenance of reporting is a process designed to provide reasonable adequate internal financial controls that were operating assurance regarding the reliability of financial reporting effectively for ensuring the orderly and efficient conduct and the preparation of financial statements for external of its business, including adherence to company’s policies, purposes in accordance with generally accepted the safeguarding of its assets, the prevention and detection accounting principles. A company’s internal financial of frauds and errors, the accuracy and completeness of the control over financial reporting includes those policies and accounting records, and the timely preparation of reliable procedures that (1) pertain to the maintenance of records financial information, as required under the Companies that, in reasonable detail, accurately and fairly reflect the Act, 2013. transactions and dispositions of the assets of the company; Auditors’ Responsibility (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial Our responsibility is to express an opinion on the Company’s statements in accordance with generally accepted internal financial controls over financial reporting based accounting principles, and that receipts and expenditures on our audit. We conducted our audit in accordance with of the company are being made only in accordance the Guidance Note on Audit of Internal Financial Controls with authorisations of management and directors of the over Financial Reporting (the “Guidance Note”) and the company; and (3) provide reasonable assurance regarding Standards on Auditing, issued by ICAI and deemed to prevention or timely detection of unauthorised acquisition, be prescribed under section 143(10) of the Companies use, or disposition of the company’s assets that could have Act, 2013, to the extent applicable to an audit of internal a material effect on the financial statements. 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

68 Annual Report 2018-19

Inherent Limitations of Internal Financial Controls Opinion over Financial Reporting In our opinion, the Company has, in all material Because of the inherent limitations of internal financial respects, an adequate internal financial controls over controls over financial reporting, including the possibility financial reporting and such internal financial controls of collusion or improper management override of controls, over financial reporting were operating effectively as material misstatements due to error or fraud may occur at 31stMarch 2019, based on the internal control over and not be detected. Also, projections of any evaluation financial reporting criteria established by the Company of the internal financial controls over financial reporting considering the essential components of internal control to future periods are subject to the risk that the internal stated in the Guidance Note on Audit of Internal Financial financial control over financial reporting may become Controls Over Financial Reporting issued by the Institute inadequate because of changes in conditions, or that the of Chartered Accountants of India. degree of compliance with the policies or procedures may deteriorate.

For Krishnamoorthy and Krishnamoorthy Chartered Accountants Firm Reg No.001488S

Sd/- R.Venugopal Partner Membership No.202632 Kochi 13.07.2019

69 GOS FINANC LIMIT aance Sheet as at 31st March 201

As at As at Note PATICULAS 31.03.201 31.03.201 no s Ps s Ps UIT AN LIAILITIS 1 Sharehoers Funs a are aptal 1999000 20000000 Reere an urplu 11181002 10801 one reee aant are arrant 10000 10000 43,26,4,10.23 34,13,3, .01

2 Non Current Liabiities a on er orron 12881 10128 eerre ta alt 111200 13,26,3,4.1 13,3,6,63 .2 Current Liabiities a ort er orron 8 8112928 28212 ter urrent alt 9 889 189092 ort er roon 10 82 10102 13,36,6,2.40 11,3,0,0 .0

Tota 6,0,03,61.34 ,36,61,36 .

ASSTS 1 NonCurrent Assets a ropert lant upent 11 8919 2002 ntanle Aet 11 1 2 12 on-urrent netent 12 10800000 0800000 eerre a Aet 000 e on ter loan an aane 1 20111 209828 ter Aet 1 20000000 20000000 22,6,4,. 2,13,3,01 .2 2 Current assets a a an a ualent 1 92 10281 ort ter oan an Aane 1 81 99902 ter urrent Aet 1 29200 12120 4,24,3,1. 34,22,6,33 .2

Tota 6,0,03,61.34 ,36,61,36 .

nfiant Aountn ole an ote on Aount 12 an 2-2 e aopann note are an nteral part o te finanal tateent A per our eparate report o een ate attae or rnaoort rnaoort or an on eal o te oar artere Aountant - - Retraton o 00188 aauar enon anan retor retor n 0909 n 9828 - Renuopal - - artner At raa aaeean o 2022 e nanal ffier anan retor o n 29 ate 102019 - rpra eno 70 opan eretar Annual Report 2018-19

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

For the year ended For the year ended PARTICULARS Note no 31.03.2019 31.03.2018 Rs Ps Rs Ps I INCOME a. Income from opera�on 17 10,82,78,263.41 9 ,29,44,913.93 b.Other Income 18 8,72,964.05 10,20,434.55 Total Revenue ( a + b) 10 ,91,51,227.46 9,39,65,348.48 ll EXPENSES a. Employee Benefit Expenses 19 1,80,04,599.00 1 ,01,09,774.00 b. Finance Costs 20 2,79,99,140.00 1 ,58,86,105.00 c. Deprecia�on and Amor�za�on Expenses 11 9,84,303.34 6,87,503.74 d. Other Expenses 21 1,99,39,309.89 82,11,516.99 Total Expenses ( a + b + c + d) 6,69,27,352.23 3,48,94,899.73 lll Profit/(Loss) before tax (I - II) 4,22,23,875.23 5,90,70,448.76 IV Tax expense: a. Current tax 1,36,78,848.00 1 ,66,01,160.00 b. Deferred Tax (8,78,982.00) 74,417.00 c. Prior Period Taxes - V Profit for the Year (lll - lV) 29424009.23 42394871.76

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

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

The accompanying notes are an integral part of the ﬁnancial statements. As per our separate report of even date a�ached For Krishnamoorthy & Krishnamoorthy For and on behalf of the Board Chartered Accountants (Registra�on No: 001488S) Sd/- Sd/- P.G. Jayakumar M G Menon Managing Director Director Sd/- Din :03390963 Din :6598286 R.Venugopal Partner Sd/- Sd/- M No 202632 Ajith Prasad G S Jagadeesan T S Kochi Chief Financial Oﬃcer Managing Director Date: 13.07.2019 Sd/- Din :6775429 Sripriya M Shenoy Company Secretary

71 GOSREE FINANCE LIMITED CASH FLOW STATEMENT FOR THE YEAR ENDED 31st MARCH 2019 Par�culars For the year ended 31.03.2019 31.03.2018 Rs. Ps Rs. Ps A . Cash flow from opera�ng Ac�vi�es Net Profit (Loss) before tax and extraordinary items 4,22,23,875.23 5,90,70,448.76 Adjustment for: Loss on sale of asset 4,72,014.10 Deprecia�on and amor�za�on 9,84,303.34 6,87,503.74 Provision for Standard Assets and Non performing assets 70,29,413.00 6,95,231.23 Interest Income (3,13,471.00) ( 2,51,797.00) Opera�ng profit before working capital changes 5,03,96,134.67 6,02,01,386.72 Movements in working capital : Increase/ (decrease) in other current liabili�es and provisions 2,70,740.97 ( 5,40,879.78) Decrease / (increase) in long-term loans and advances 3,54,57,906.73 (13,97,51,394.35) Decrease / (increase) in short-term loans and advances (12,37,43,343.73) (13,85,77,780.65) Decrease / (increase) in other non current assets - (25,00,000.00) Decrease / (increase) in other current assets (17,38,642.35) 1,92,085.35 Cash generated from /(used in) opera�ons (3,93,57,203.72) (22,09,76,582.71) Direct taxes paid (net of refunds) (1,99,61,546.00) (1,49,48,211.00) Net cash flow from/ (used in) opera�ng ac�vi�es (A) (5,93,18,749.72) (23,59,24,793.71) B. CASH FLOWS FROM INVESTING ACTIVITIES Purchase of fixed assets, including CWIP (41,85,446.45) (34,29,979.09)

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

Net cash ﬂow from/ (used in) inves�ng ac�vi�es (B) (73,71,975.45) (31,78,182.09) C. CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from Issue/ allotment of shares 5,38,99,340.00 8,85,00,000.00 Securi�es premium 2,69,49,670.00 1,77,00,000.00 Share applica�on money received - (10,62,00,000.00) Proceeds from Issue of share warrants - 15,77,070.00 Proceeds from debenture issue 1,70,50,000.00 5,58,00,000.00 Repayment of debentures (2,09,00,000.00) (3,29,00,000.00) Proceeds from vehicle loan - 20,50,000.00 Proceeds from term Loan 2,50,00,000.00 8,22,23,349.00 Repayment of Term Loan (3,72,50,165.00) (1,00,00,000.00) Repayment of Vehicle Loan (5,69,563.00) ( 2,02,231.00)

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

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

Net increase/(decrease) in cash and cash equivalents (A + B + C) 47,03,645.99 (10,83,27,274.93) Cash and cash equivalents at the beginning of the year 10,63,281.35 10,93,90,556.28 Cash and cash equivalents at the end of the year 57,66,927.34 10,63,281.35 Components of cash and cash equivalents Cash on hand 6,635.60 12,939.50 With banks 57,60,291.74 10,50,341.85 Total cash and cash equivalents 57,66,927.34 10,63,281.35

GOSREE FINANCE LIMITED, COCHIN Significant Accounting Policies & Notes on Accounts

Note No: 1 NATURE OF OPERATION GOSREE FINANCE LIMITED was incorporated as a Public limited company on December 20, 2013 to carry on the business of Non Banking Finance Company (NBFC). The Company obtained Certificate of Registration from Reserve Bank of India on 28.01.2015. The Company is a Non-Systemically Important Non-Deposit taking Non Banking Finance Company.

2 SIGNIFICANT ACCOUNTING POLICIES

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

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

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

2.3 Revenue Recognition Revenue is recognized to the extent that it is probable that economic benefits will flow to the company and the revenue can be reliably measured. The revenue recognition is as under: A. Interest, finance charges, service charges etc. are recognized as income on accrual basis with reference to the terms of contractual commitments and finance agreements entered into with borrowers, as the case maybe, except in the case of non-performing assets where income is recognized only when it is actually realized. Income recognized before the asset became non-performing and remaining unrealized will also be reversed. B. Income from services is recognized as per the terms of contract on accrual basis. Revenue is recognized on accrual basis to the extent it is realizable (except when there are significant uncertainties). C. Interest on deposits is recognized on a time proportion basis taking into account the amount outstanding and the rate applicable.

2.4 Employee Benefits

A. Short Term Employee Benefits All employee benefits payable wholly within twelve months of rendering service are classified as short-term employee benefits and recognized in the period in which the employee renders the related service. B. Defined Benefit Plan- Gratuity to Employees No provision for gratuity is provided in the books of accounts as the number of employees fall below the minimum number required under the Payment of Gratuity Act, 1972. 2.5 Borrowing Costs Borrowing cost includes interest and amortization of ancillary costs incurred in connection with the arrangement of borrowings. Borrowing costs directly attributable to the acquisition, construction or production of an asset that necessarily takes a substantial period of time to get ready for its intended use or sale are capitalized as part of the cost of the respective asset. All other borrowing costs are expensed in the period they occur.

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

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

73 2.8 Depreciation Depreciation is provided using straight line method at the following rates, which is management’s estimate of the useful lives of the assets Nature of asset Useful Life in Years Computer equipment 3 Furniture and fixtures & Electrical equipments 10 Vehicles 8 Building Over the lease Period Office equipment 5 Software 3 The above rates except for building are same as the rate prescribed in Schedule II to the Companies Act, 2013

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

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

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

2.1 Earnings per share Basic earnings per share are calculated by dividing the net profit or loss for the period attributable to equity shareholders by the weighted average number of equity shares outstanding during the period. The weighted average numbers of equity shares outstanding during the period are adjusted for events of bonus issue; bonus element in a rights issue to existing shareholders; share split; and reverse share split, if any. For the purpose of calculating diluted earnings per share, the net profit or loss for the period attributable to equity shareholders and the weighted average number of shares outstanding during the period are adjusted for the effects of all dilutive potential equity shares. 2.13 Leases Lease arrangements where risks and rewards incidental to ownership of an asset substantially vest with the lessor are recognized as operating leases. Lease rentals under operating leases are recognized in the Statement of Profit and loss on a straight-line basis. The Company has not entered into any financial lease. 2.14 Segment Reporting The Company operates in a single reportable segment i.e., financing, which has similar risks and returns for the purpose of AS 17 on ‘Segment Reporting’. The Company operates in a single geographical segment i.e., domestic.

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

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

74 Annual Report 2018-19

3 SHARE CAPITAL As at 31.03.2019 As at 31.03.2018 Par culars Rs. Ps. Rs. Ps. A. Authorised: 7,50,00,000 shares of Rs.10 each (Previous Year 5,00,00,000shares of 75,00,00,000.00 50,00,00,000.00 Rs.10 each) 75,00,00,000.00 50,00,00,000.00 Issued, Subscribed capital & Paid up Capital 3,19,39,934 equity shares of Rs.10 each (Previous Year 2,65,50,000 shares of Rs.10 each) 31,93,99,340.00 26,55,00,000.00

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

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

3.2 Reconcilia on of number of shares

Par culars As at 31.03.2019 As at 31.03.2018 No. of shares Rs. Ps. No. of shares Rs. Ps. A Equity Shares at the beginning of the year 26550000 26,55,00,000.00 17700000 17,70,00,000.00 B Shares issued during the period 5389934 5 , 38,99 ,340.00 8850000 8,85,00,000.00 C Number of shares outstanding at the end of the year 31939934 31,93,99,340.00 26550000 265500000 (A+B)

3.3 The details of shareholders holding more than 5% shares :

Name of shareholder As at 31.03.2019 As at 31.03.2018 No. of shares % No. of shares % Abhijith Mohan 2340000 7.33% 2340000 8.81% Abhaya Mohan 2340000 7.33% 2340000 8.81% Anjana Mohan 2340000 7.33% 2340000 8.81% Roopak C Chandran 2340000 7.33% 2340000 8.81% Sriraag Subramonian 2340000 7.33% 2340000 8.81% Rajaram - - 1500000 5.65% Mr. Narasimhan Govindan 1875000 5.87% - -

4 RESERVES & SURPLUS As at 31.03.2019 As at 31.03.2018 Par culars Rs. Ps. Rs. Ps. A. Reserve u/s 45-IC of Reserve Bank of India Act, 1934 As per Last Balance Sheet 1,33,15,237.69 48,36,263.34 Transferred from surplus in the Statement of Profit and Loss 5 8,84,801.85 84,78,974.35 1,92,00,039.54 1,33,15,237.69 B. Statement of Profit and Loss Account As per Last Balance Sheet 4,33,01,470.31 93,85,572.91 Transfer from Statement of Profit and Loss 2,94,24,009.23 4,23,94,871.75 Less : Appropria on Transferred to reserve u/s 45-IC of Reserve Bank of India Act, 1934 5 8,84,801.85 84,78,974.35 Equity Dividend Paid 1,57,69,979.00 Interim Dividend Paid - Dividend Distribu on Tax 3 2,42,308.00 - 4,78,28,390.69 4,33,01,470.31

C. Securi es premium 4,46,49,670.00 1,77,00,000.00

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

75 5 Money received against share warrants

As at 31.03.2019 As at 31.03.2018 Par�culars Rs. Ps. Rs. Ps. Money received against share warrants 15 ,77,070.00 15,77,070.00 15,77,070.00 1577070.00

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

6 LONG TERM BORROWINGS Non-current por�on Current maturi�es 6.1 As at 31.03.2019 As at 31.03.2018 As at 31.03.2019 As at 31.03.2018 Par�culars Rs. Ps. Rs. Ps. Rs. Ps. Rs. Ps. Secured Vehicle Loan Toyota Financial services 1 2,01,199.61 4,48,008.00 2,46,808.39 2,23,409.00

Vehicle Loan Toyota Financial services 2 13,30,192.98 17,03,846.00 3,73,653.02 3,46,154.00 Term Loan From Lakshmi Vilas Bank - 50,00,000.00 50 ,00,000.00 1,00,00,000.00 Term Loan From Hinduja Leyland Finance 96,12,086.12 2,16,53,187.28 1,20,41,097.88 1,05,70,161.72 Term Loan From NABSAMRUDDHI Finance Limited 1,66,40,000.00 3,33,20,000.00 1,66,80,000.00 1,66,80,000.00 Term Loan From AUSFB 1,75,00,000.00 - 75 ,00,000.00 - Privately placed Redeemable Non Conver�ble Debentures 6,70,00,000.00 5,49,00,000.00 13 ,00,000.00 2,09,00,000.00 Unsecured Privately placed Subordinated (Tier II)debt ( Redeemable Non Conver�ble Debenture of Rs.1000 each) 1,04,00,000.00 67,50,000.00 - - Privately Placed Redeemable Non-Conver�ble Debentures Rs.1000 each 1,00,00,000.00 1,00,00,000.00 - - 13,26,83,478.71 13,37,75,041.28 4,31,41,559.29 5,87,19,724.72

6.2 Vehicle loan 1 is secured against the security of vehicle purchased. The interest rates are fixed in nature at 10% p.a. Loan is repayable in 60 equal monthly installments over the term of the loan. 6.3 Vehicle loan 2 is secured against the security of vehicle purchased. The interest rates are fixed in nature at 8.67% p.a. Loan is repayable in 60 equal monthly installments over the term of the loan. 6.4 Term loan from Lakshmi Vilas Bank is secured against loan assets and other current assets and personal guarantee of 5 directors which carries interest rate of 11.85% repayable within 12 quarterly installment of Rs.25 Lakhs, a�er an ini�al holiday period of 3 months. The total tenor of the loan is 39 months. 6.5 Term loans from Hinduja Leyland finance has a security cover of 110% of the value of outstanding amounts of the facility and shall be maintained at all �mes un�l maturity date which carries interest rate of 13.10% repayable in 36 monthly installments, commencing one month from the date of disbursement. 6.6 Term loans from Nabsamrudhi Finance Limited (NSFL) payable at quarterly rests for 3 years, having security as paripassu first charge on the loan receivables by way of hypotheca�on of minimum asset coverage of 110% the principal amount outstanding at any point of �me during the en�re term of the facility and cash collateral of 5% of loan amount, having interest rate of 12.5%. Loan is repayable in 12 quarterly installments. Ini�al 8 quarterly installments @ RS41.70 Lacs and balance 4 quarterly installments @ RS41.60 Lacs

6.7 Term loans from AU Small Finance Bank Limited (AUSFBL) repayable in 48 principal installments star�ng from the following month from the date of full disbursement. Interest at 12..5% per annum variable to be reset every quarter and interest to be paid on monthly basis. Paripassu charge of present and future loan receivables through hypotheca�on of 122% of the loan principal outstanding during the currency of the loan. 6.7 Company allo�ed 68300 secured, Non conver�ble debentures of Rs.1000/- each to be redeemed at the end of 370 days, 3 years and 5 years at an interest rate of 10%,10.5%, 11% and 11.5% respec�vely from the date of issue.

76 Annual Report 2018-19

Details of rate of interest and maturity pattern from the date of the balance sheet is as Redeemable at par with in As at 31.03.2019 Rate of interest Number Amount Due within 5 years 11.00% 22200 22200000 11.50% 40600 40600000 Due within 1-2 year 10.50% 200 200000 11% 4000 4000000 Due with in 1 Year 11.00% 1100 1100000 10.00% 200 200000 68300 68300000 These debentures are secured by pari-passu first charge on loans & advances given by the company and other current assets.

6.5 The company also allotted 10000 unsecured, non convertible debentures of Rs.1000/- each to be redeemed at the end of 5 years at an interest rate of 11.5% from the date of issue. Issued during 2016-17 As at 31.03.2019 Redeemable at par with in Rate of interest Number Amount Due within 3 years 11.50% 10000 10000000

6.6 Subordinated Debentures aggregating Rs.10400000 at the rate of 11.5%, 12% and 12.5% are unsecured and repayable at the end of five years from the date of issue. Details of rate of interest and maturity pattern from the date of the balance sheet is as As at 31.03.2019 Redeemable at par with in Rate of interest Number Amount Due within 5 years 11.50% 6750 6750000 12.00% 2250 2250000 12.50% 1400 1400000 10,400 1,04,00,000

7 DEFFERED TAX As at 31.03.2019 As at 31.03.2018 Particulars Rs. Ps. Rs. Ps. Deferred tax liability Deferred tax liability (Relating to difference between tax depreciation and depreciation charged in financial statements ) 2,693.70 1,11,632.00 Deferred tax Asset Provision for advances 7,70,043.70 Deferred Tax (Asset)/ Liability (7,67,350.00) 1,11,632.00 8 SHORT TERM BORROWINGS As at 31.03.2019 As at 31.03.2018 Particulars Rs. Ps. Rs. Ps. Repayable on demand : Secured From Banks: - Cash Credit 7,86,11,629.28 5,23,84,253.12 Total 7,86,11,629.28 5,23,84,253.12

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

Cash credit facility from the three banks are secured by hypothecation of standard loan receivables and other current assets of the company on a pari passu basis and also by way of guarantee given by the directors of the company. 9 OTHER CURRENT LIABILITIES As at 31.03.2019 As at 31.03.2018 Particulars Rs. Ps. Rs. Ps. Current Maturities of Long term debt (Refer Note No:6.1) 4,31,41,559.29 5,87,19,724.72 Interest accrued but not due on borrowings 5,51,511.00 2,91,733.00 Interest accrued but not due on debentures 13,37,618.00 11,80,356.00 Debenture application money received, pending allotment 2,00,000.00 - Employee emoluments payable 15,000.00 11,613.00 Statutory dues payable 9,28,295.60 9,61,374.63 Other current liabilities 4,13,684.00 7,30,291.00 Total 4,65,87,667.89 6,18,95,092.35 77 10 SHORT TERM PROVISIONS As at 31.03.2019 As at 31.03.2018 Par�culars Rs. Ps. Rs. Ps. Provision for Income Tax 26,64,298.00 Con�ngent Provision against standard assets (Refer Note -23) 14 ,46,810.23 14,37,262.23 Provision for Non performing Assets 50 ,30,000.00 - Provision for Restructured Assets Standard 16 ,46,039.00 Sub-Standard 3,43,826.00 Total 84,66,675.23 41,01,560.23

12 NON-CURRENT INVESTMENTS As at 31.03.2019 As at 31.03.2018 12.1 Par�culars Rs. Ps. Rs. Ps. Unquoted / Investments (Non Trade) - in subsidiary companies 1049100 (699100) fully paid up Equity Shares of Rs.10/- each in Gosree Insurance and Broking Services Private Ltd 1,04,91,000.00 69,91,000.00 9300 Equity shares of Rs. 10/- each in Gosree Investment and Risk Services Private Limited 93,000.00 93,000.00 Total 1,05,84,000.00 70,84,000.00

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

13 LONG TERM LOANS AND ADVANCES As at 31.03.2019 As at 31.03.2018 13.1 Par�culars Rs. Ps. Rs. Ps. Security Deposits (Unsecured, considered good) 10 ,36,495.00 5,36,495.00 Advance tax 36 ,18,400.00 Others - - i) Loans and Advances 1) To Related Par�es Unecured Considered good 3,00,239.00 2) To Others Secured Considered Good 15,46,77,069.91 21,96,55,388.85 Secured,doubtful 9,38,646.56 Unsecured Considered Good 4,29,51,884.27 1,52,59,064.43 Unsecured,doubtful 88,706.81

Total 20,36,11,441.55 23,54,50,948.28 13.2 SHORT TERM LOANS AND ADVANCES As at 31.03.2019 As at 31.03.2018 Par�culars Rs. Ps. Rs. Ps.

Loans & Advances 1) To Related Par�es - - 2) To Others - - Secured, Considered Good 36,80,20,380.09 28,70,72,766.15 Secured,doubtful 40 ,61,353.44 Unsecured, Considered Good 9,13,66,929.03 5,29,17,671.57 Unsecured,doubtful 2,85,118.89 Total 46,37,33,781.45 33,99,90,437.72 13.3 Non - Current Current Secured and Considered Good As at 31.03.2019 As at 31.03.2018 As at 31.03.2019 As at 31.03.2018 Rs. Ps. Rs. Ps. Rs. Ps. Rs. Ps. BusinessLoan 8,64,59,432.22 20,55,48,840.13 23,55,13,715.78 27,21,66,310.87 Property Loan 1,18,99,645.24 1,41,06,548.72 1,75,13,329.76 1,49,06,455.28 Housing Loan 0.00 - 9,84,352.00 - Infrastructure Loan 0.00 - 87 ,11,096.00 - Others 21,34,561.06 - 34 ,12,805.94 - 78 Real Estate Loan 0.00 - -0.00 - Micro loans 65,88,295.60 58 ,16,188.40 SME 4,75,95,135.80 - 9,60,68,892.20 - Total 15,46,77,069.91 21,96,55,388.85 36,80,20,380.09 28,70,72,766.15 Annual Report 2018-19 -

32,420.36 241399.25

3374194.39 3,48,538.17 5,29,809.98 6,16,227.02 1,53,366.62 1,53,366.62 6358068.98

14,21,228.45 32,56,478.39 62,04,702.36

36,15,593.63 As on As

31.03.2018 Rs. Ps. Rs.

Net Block -

24,299.00 153366.62

As on As 6204702.37 4,49,956.86 1,73,253.53 1,73,253.53 9087198.00 18,92,260.79 22,83,088.29 13,76,988.46 28,87,351.07 89,13,944.47 63,58,068.99

31.03.2019 Rs. Ps. Rs.

8,572.89

18,445.00 131493.38 Up to Up 1326462.72 4,22,313.04 3,79,349.82 1,69,081.39 8,49,422.93 2,23,379.47 2,23,379.47 2070564.54

18,47,185.07 14,57,956.10

31.03.2019

Rs. Ps. Rs.

0 ------

46,830.07 371694.90 3,24,864.83 3,71,694.90

Rs. Ps. Rs. Adjustments Adjustments On Deletion/ Deletion/ On

Depreciation 8,572.89 8,121.36

74,196.20 91,886.09 91,886.09 88,032.63

599471.11 984303.34 2,04,603.12 1,59,917.36 4,37,006.32 8,92,417.25 6,87,503.74

Rs. Ps. Rs.

For the year For the year

94,885.19 10,323.64 43,460.75 726991.61 Up to Up 3,24,864.83 2,17,709.92 2,66,262.53 4,12,416.61 1,31,493.38 1,31,493.38 1457956.10

7,70,452.36

13,26,462.72

01.04.2018 Rs. Ps. Rs.

- 42,744.00

7531165.09 8,72,269.90 3,96,633.00 3,96,633.00 2,84,860.00 As on As

19,00,833.68 26,62,438.11 15,46,069.85 37,36,774.00 11157762.54

78,16,025.09

31.03.2019 Rs. Ps. Rs.

1,07,61,129.54

------

843709.00 6,73,403.00 1,70,306.00 8,43,709.00

Deletion/ Rs. Ps. Rs. Adjustments Adjustments

- - -

Gross Block 67,879.00

3429979.09 during 1,24,750.00 8,34,957.64 1,11,773.00 1,11,773.00 4185446.45

the year the year 19,00,833.68 11,45,253.13 40,73,673.45 Addition Addition 34,29,979.09

Rs. Ps. Rs.

42,744.00

4101186.00 6,73,403.00 7,47,519.90 7,11,112.21 2,84,860.00 2,84,860.00 2,84,860.00 7816025.09

As on As 16,87,490.98 36,68,895.00 75,31,165.09

43,86,046.00

01.04.2018 Rs. Ps. Rs.

Particulars Note 11 Equipment & Plant Property, TANGIBLE ASSETS Building Interior Building Computer and equipments Furniture and fittings Electrical equipments Vehicle accessories and Telephone Total year Previous Intangible Assets Software Total year Previous Grant Total year Previous 79 10 SHORT TERM PROVISIONS As at 31.03.2019 As at 31.03.2018 Par�culars Rs. Ps. Rs. Ps. Provision for Income Tax 26,64,298.00 Con�ngent Provision against standard assets (Refer Note -23) 14 ,46,810.23 14,37,262.23 Provision for Non performing Assets 50 ,30,000.00 - Provision for Restructured Assets Standard 16 ,46,039.00 Sub-Standard 3,43,826.00 Total 84,66,675.23 41,01,560.23

Total 20,36,11,441.55 23,54,50,948.28 13.2 SHORT TERM LOANS AND ADVANCES As at 31.03.2019 As at 31.03.2018 Par�culars Rs. Ps. Rs. Ps.

Loans & Advances 1) To Related Par�es - - 2) To Others - - Secured, Considered Good 36,80,20,380.09 28,70,72,766.15 Secured,doubtful 40 ,61,353.44 Unsecured, Considered Good 9,13,66,929.03 5,29,17,671.57 Unsecured,doubtful 2,85,118.89 Total 46,37,33,781.45 33,99,90,437.72 13.3 Non - Current Current Secured and Considered Good As at 31.03.2019 As at 31.03.2018 As at 31.03.2019 As at 31.03.2018 Rs. Ps. Rs. Ps. Rs. Ps. Rs. Ps. BusinessLoan 8,64,59,432.22 20,55,48,840.13 23,55,13,715.78 27,21,66,310.87 Property Loan 1,18,99,645.24 1,41,06,548.72 1,75,13,329.76 1,49,06,455.28 Housing Loan 0.00 - 9,84,352.00 - Infrastructure Loan 0.00 - 87 ,11,096.00 - Others 21,34,561.06 - 34 ,12,805.94 - Real Estate Loan 0.00 - -0.00 - Micro loans 65,88,295.60 58 ,16,188.40 SME 4,75,95,135.80 - 9,60,68,892.20 - Total 15,46,77,069.91 21,96,55,388.85 36,80,20,380.09 28,70,72,766.15

80 Annual Report 2018-19

13.4 Non - Current Current Secured and Considered doub�ul As at 31.03.2019 As at 31.03.2018 As at 31.03.2019 As at 31.03.2018 Rs. Ps. Rs. Ps. Rs. Ps. Rs. Ps. BusinessLoan - - 10 ,00,000.00 Property Loan - - - - Housing Loan - - - - Infrastructure Loan - - - - Others - - - - Real Estate Loan - - - - Micro loans - - - - SME 9,38,646.56 30 ,61,353.44 Total 9,38,646.56 - 40,61,353.44 13.5 Non - Current Current Unsecured and Considered Good As at 31.03.2019 As at 31.03.2018 As at 31.03.2019 As at 31.03.2018 Rs. Ps. Rs. Ps. Rs. Ps. Rs. Ps. Business Loan 1,29,03,651.74 1,52,59,064.43 6,72,39,685.26 5,29,17,671.57 Others 11,43,342.49 4,74,500.51 Real Estate Loan 1,58,03,990.54 43 ,76,704.46 SME 1,34,01,138.50 1,92,76,038.80 Total 4,32,52,123.27 1,52,59,064.43 9,13,66,929.03 5,29,17,671.57 13.6 Non - Current Current Unsecured and Considered doub�ul As at 31.03.2019 As at 31.03.2018 As at 31.03.2019 As at 31.03.2018

Business Loan 1,068.54 - 28,931.46 - Others - - - Real Estate Loan - - - SME 87,638.27 - 2,56,187.43 - Total 88,706.81 - 2 ,85,118.89 -

14 OTHER ASSETS

As at 31.03.2019 As at 31.03.2018

14.1 Par�culars Rs. Ps. Rs. Ps. Non current bank deposits 2500000.00 25,00,000.00 Total 25,00,000.00 25,00,000.00 Fixed Deposit of Rs.2500000 with remaining maturity less than twelve months from balance sheet date is lien marked in favour of of Nabasamrudhi Finance Limited as cash collateral security. 15 CASH AND CASH EQUIVALENTS As at 31.03.2019 As at 31.03.2018 15.1 Par�culars Rs. Ps. Rs. Ps. Cash on hand 6,635.60 12,939.50 Cash in Bank : in current account (with scheduled bank) 57 ,60,291.74 10,50,341.85 Total 57,66,927.34 10,63,281.35

16 OTHER CURRENT ASSETS As at 31.03.2019 As at 31.03.2018 Par�culars Rs Ps Rs Ps Interest Accrued on Bank Deposit 1,74,579.00 9,877.00 Interest accrued on loans 26,93,870.00 11,44,756.65 Other Current Assets 84,814.00 59,987.00 Total 29,53,263.00 12,14,620.65

17 REVENUE FROM OPERATION For the Year ended 31.03.2019 31.03.2018 Par�culars Rs Ps Rs Ps Interest on Loan 10,18,72,263.41 8,26,93,338.00 Processing fee 64 ,06,000.00 1,02,51,575.93 Total 10,82,78,263.41 9,29,44,913.93

81 18 OTHER INCOME For the Year ended 31.03.2019 31.03.2018 Particulars Rs Ps Rs Ps Interest received on deposits 3,13,471.00 2,51,797.00 Other non operative Income 5,59,493.05 7,68,637.55 Total 8,72,964.05 10,20,434.55

19 EMPLOYEE BENEFIT EXPENSES For the Year ended Particulars 31.03.2019 31.03.2018 Rs Ps Rs Ps Salaries &wages 1,80,04,599.00 1,01,09,774.00 Total 1,80,04,599.00 1,01,09,774.00

20 FINANCE COSTS For the Year ended Particulars 31.03.2019 31.03.2018 Rs Ps Rs Ps Interest: on Debentures 98,08,014.00 94,61,516.00 on Banks borrowings and other borrowings 1,76,16,126.00 56,21,721.00 Other borrowing costs 5,75,000.00 8,02,868.00 Total 2,79,99,140.00 1,58,86,105.00

21 OTHER EXPENSES 21.1 For the Year ended 31.03.2019 31.03.2018 Particulars Rs Ps Rs Ps

Bank Charges 7,00,851.45 2,59,058.70 Payment to Auditors 1,56,000.00 1,29,000.00 Electricity Charges 2,10,992.16 1,74,013.06 Office Expenses 4,28,832.29 6,03,363.30 Postage & Courier 15,016.00 1,19,636.00 Printing & Stationery 1,23,677.48 1,03,112.00 Professional Service Charges 28,62,189.32 20,15,018.52 Rent 19,04,832.00 12,22,250.00 Telephone & internet charges 68,768.22 51,914.89 Travelling Expenses 6,12,380.69 4,95,375.32 Insurance Paid 84,494.00 99,195.58 Commission paid 11,95,900.00 9,55,600.00 Directors sitting fees 2,94,000.00 2,14,000.00 CSR Expenditure 6,60,000.00 - Donations 25,000.00 - Other expenses 35,66,963.28 10,74,748.39 Total 1,29,09,896.89 75,16,285.76

21.2 Provisions and Write Offs (Refer note 23) For the Year ended 31.03.2019 31.03.2018 Rs Ps Rs Ps Provision for Standard Assets 9,548.00 6,95,231.23 Provision for Non performing Assets 50,30,000.00 Provision for Restructured Assets: Standard 16,46,039.00 Sub-Standard 3,43,826.00 70,29,413.00 6,95,231.23

82 Annual Report 2018-19

21.3 Payment to statutory Auditors For the Year ended 31.03.2019 31.03.2018 Particulars Rs Ps Rs Ps

Audit fee 1,00,000.00 80,000.00 Tax audit fee 25,000.00 20,000.00 Other Services 31,000.00 29,000.00 Total 1,56,000.00 1,29,000.00

21.4 Corporate Social Responsibility (CSR) As per Section 135 of the Companies Act 2013, a company, meeting the applicability theshold, needs to spend atleast 2% of its average net profit for the immediately preceding three financial years on Corporate Social Responsibility (CSR) activities. The areas for CSR a. Gross amount required to be spent by the Company during the year is Rs. 6,60 b. Amount spent during the year on:

Yet to be paid in Particulars In cash cash Total

1. Construction/ acquisition of any asset

2. On purposes other than (1) above 6,60,000.00 6,60,000.00

22 EARNINGS PER SHARE For the Year ended Particulars 31.03.2019 31.03.2018 Rs Ps Rs Ps A. Net profit after tax as per Statement of Profit and Loss attributable to 2,94,24,009.23 4,23,94,871.76 B. Weighted average number of Equity Shares for computing Basic Earnings Per Share 28957012 26283288 C. Add Potential number of equity shares that would arise on exercise of warrants 119475 1,19,475.00 Weighted average number of Equity Shares for computing Diluted Earnings Per Share 29076487 26402763 D Basic Earnings per Share (A /B) 1.02 1.61 E Diluted Earning per share 1.00 1.61 F Face value per Equity Share 10.00 10.00

23 RELATED PARTY DISCLOSURE 23.1 Related Party Transactions Disclosure of transactions with Related Parties as required by Accounting Standard -18 on Related Party Disclosures as prescribed by Companies (Accounting Standards) Rules,2006.

23.2 RELATED PARTY DISCLOSURE

(i) Subsidiaries Gosree Insurance and Broking Services (P) Ltd Gosree Investment and Risk Services (P) Ltd

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

Mr. Alexander Kurian Chief Financial Officer (Till January) Ajith Prasad Chief Financial Officer (Appointed on 05.01.2019) Jagadeesan Thazhathuveetil sankunny menon Managing Director (w.e.f 04-11-2017) VISAKH T V Company Secretary(w.e.f 01.02.2018) (iii) Relatives of Key Managerial Personnel; Jayalekshmi S Wife of Managing Director Elizabeth Kurian Daughter of Chief Financial Officer (Alexander Kurian)

(v) Individuals along Mohanachandran Nair, Ushasree K R, Abhijith Mohan, Abhaya Mohan, Dr. Roopak Chandran, Anjana Mohan with relatives having significant influence over the company

Individuals and relatives having 83 Particulars Subsidiary Company Key Management Personnel Relatives of Key Management Personnel significant control over the company

31.03.2019 31.03.2018 31.03.2019 31.03.2018 31.03.2019 31.03.2018 31.03.2019 31.03.2018 Rs Ps Rs Ps Rs Ps Rs Ps Rs Ps Rs Ps Rs Ps Rs Ps Loans and Advances Loans and Advances given during the year - - 3,00,239.00 - - - - Loans and Advances Repaid during the year - 15000.00 ------Receivable 64549.00 - 3,00,239.00 - - Investments Gosree Insurance Broking Services Private Limited 1,04,91,000.00 69,91,000.00 ------Gosree Investments and Risk Services Private Limited. 93,000.00 93,000.00 ------Total 1,05,84,000.00 70,84,000.00 Reimbursement of expenses 1,71,861.00 - Remuneration Paid

P.G. Jayakumar - - 48,00,000.00 3600000.00 - - - - Alexander Kurian(till january) - - 4,56,452.00 600000.00 - - - - Ajith Prasad(Appointed on 05.01.2019) - - 2,09,355.00 0.00 - - - - T.S Jagadeesan - - 36,00,000.00 980000.00 - - - -

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

Debentures Issued Elizabeth Kurian George - - - - - 85,00,000.00 - - Jayalekshmi S - - - - 800000.00 400000.00 - - Total - 8,00,000.00 89,00,000.00 - - Debenture OUTSTANDING BALANCE 1600000.00 93,00,000.00 Rent Paid Alexander Kurian - - 8,00,000.00 1200000.00 - - Total 8,00,000.00 12,00,000.00 23 RELATED PARTY DISCLOSURE 23.1 Related Party Transactions Disclosure of transactions with Related Parties as required by Accounting Standard -18 on Related Party Disclosures as prescribed by Companies (Accounting Standards) Rules,2006.

23.2 RELATED PARTY DISCLOSURE

(i) Subsidiaries Gosree Insurance and Broking Services (P) Ltd Gosree Investment and Risk Services (P) Ltd

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

(v) Individuals along Mohanachandran Nair, Ushasree K R, Abhijith Mohan, Abhaya Mohan, Dr. Roopak Chandran, Anjana Mohan with relatives having significant influence over the company

Individuals and relatives having Particulars Subsidiary Company Key Management Personnel Relatives of Key Management Personnel significant control over the company

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

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

84 Annual Report 2018-19

24 Additional Disclosure as per RBI Prudential Norms

24.1 Loan Classification and Provision for Assets

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

Particulars Gross Loan Outstanding Provision for assets Net Loan Outstanding

1 Secured and Unsecured Loans

As on 31-03-2019 As on 31-03-2018 As on 31-03-2019 As on 31-03-2018 As on 31-03-2019 As on 31-03-2018 Rs Ps Rs Ps Rs Ps Rs Ps Rs Ps Rs Ps A Business Loan (i) Standard Asset 39,46,45,680.00 54,58,91,887.00 9,86,614.00 13,64,730.00 39,36,59,066.00 54,45,27,157.00 Substandard (ii) Asset 1,03,00,000.00 10,30,000.00 92,70,000.00 - Restructured Standard (iii) Asset - - - Restructured Sub standard (iv) Asset - - - -

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

As on 31-03-2019 As on 31-03-2018 As on 31-03-2019 As on 31-03-2018 As on 31-03-2019 As on 31-03-2018 B Property loan/ Rs Ps Rs Ps Rs Ps Rs Ps Rs Ps Rs Ps Mortgage Loan (i) Standard Asset 2,94,53,199.00 2,90,13,004.00 73,633.00 72,534.00 2,93,79,566.00 2,89,40,470.00 Substandard (ii) Asset - - - - Restructured Standard (iii) Asset - - - - Restructured Sub standard (iv) Asset - - - -

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

As on 31-03-2019 As on 31-03-2018 As on 31-03-2019 As on 31-03-2018 As on 31-03-2019 As on 31-03-2018 C Housing Loan Rs Ps Rs Ps Rs Ps Rs Ps Rs Ps Rs Ps (i) Standard Asset 9,96,411.00 2,491.00 9,93,920.00 - Substandard (ii) Asset - - - - Restructured Standard (iii) Asset - - - - Restructured Sub standard (iv) Asset - - - -

9,96,411.00 - 2,491.00 - 9,93,920.00 - 85 As on 31-03-2019 As on 31-03-2018 As on 31-03-2019 As on 31-03-2018 As on 31-03-2019 As on 31-03-2018 D Infrastructure As on 31-03-2019 As on 31-03-2018 As on 31-03-2019 As on 31-03-2018 As on 31-03-2019 As on 31-03-2018 LoansInfrastructure Rs Ps Rs Ps Rs Ps Rs Ps Rs Ps Rs Ps D Rs Ps Rs Ps Rs Ps Rs Ps Rs Ps Rs Ps (i) StandardLoans (i) StandardAsset 87,50,358.00 21,876.00 87,28,482.00 SubstandardAsset 87,50,358.00 21,876.00 87,28,482.00 (ii) AssetSubstandard - - - (ii) AssetRestructured - - - StandardRestructured (iii) AssetStandard - - - (iii) Asset - - - Restructured SubRestructured standard (iv) AssetSub standard - - - (iv) Asset - - - 87,50,358.00 - 21,876.00 - 87,28,482.00 - 87,50,358.00 - 21,876.00 - 87,28,482.00 -

As on 31-03-2019 As on 31-03-2018 As on 31-03-2019 As on 31-03-2018 As on 31-03-2019 As on 31-03-2018 E As on 31-03-2019 As on 31-03-2018 As on 31-03-2019 As on 31-03-2018 As on 31-03-2019 As on 31-03-2018 Rs Ps Rs Ps Rs Ps Rs Ps Rs Ps Rs Ps E Other Loans Rs Ps Rs Ps Rs Ps Rs Ps Rs Ps Rs Ps (i) OtherStandard Loans (i) AssetStandard 40,15,690.00 10,039.00 40,05,651.00 - Asset 40,15,690.00 10,039.00 40,05,651.00 - Substandard (ii) AssetSubstandard - - - - (ii) Asset - - - - Restructured StandardRestructured (iii) AssetStandard 31,95,157.00 1,59,758.00 30,35,399.00 - (iii) Asset 31,95,157.00 1,59,758.00 30,35,399.00 - Restructured SubRestructured standard (iv) AssetSub standard - - - - (iv) Asset - - - - 72,10,847.00 - 1,69,797.00 - 70,41,050.00 - 72,10,847.00 - 1,69,797.00 - 70,41,050.00 -

As on 31-03-2019 As on 31-03-2018 As on 31-03-2019 As on 31-03-2018 As on 31-03-2019 As on 31-03-2018 F Real Estate As on 31-03-2019 As on 31-03-2018 As on 31-03-2019 As on 31-03-2018 As on 31-03-2019 As on 31-03-2018 Rs Ps Rs Ps Rs Ps Rs Ps Rs Ps Rs Ps F LoansReal Estate Rs Ps Rs Ps Rs Ps Rs Ps Rs Ps Rs Ps (i) LoansStandard (i) AssetStandard 2,01,94,131.00 50,485.00 2,01,43,646.00 - SubstandardAsset 2,01,94,131.00 50,485.00 2,01,43,646.00 - (ii) AssetSubstandard - - - - (ii) Asset - - - - Restructured StandardRestructured (iii) AssetStandard - - - - (iii) Asset - - - - Restructured SubRestructured standard (iv) AssetSub standard - - - - (iv) Asset - - - - 2,01,94,131.00 - 50,485.00 - 2,01,43,646.00 - 2,01,94,131.00 - 50,485.00 - 2,01,43,646.00 -

As on 31-03-2019 As on 31-03-2018 As on 31-03-2019 As on 31-03-2018 As on 31-03-2019 As on 31-03-2018 G As on 31-03-2019 As on 31-03-2018 As on 31-03-2019 As on 31-03-2018 As on 31-03-2019 As on 31-03-2018 Rs Ps Rs Ps Rs Ps Rs Ps Rs Ps Rs Ps G Micro Loans Rs Ps Rs Ps Rs Ps Rs Ps Rs Ps Rs Ps (i) MicroStandard Loans (i) AssetStandard 1,24,04,484.00 31,011.00 1,23,73,473.00 - AssetSubstandard 1,24,04,484.00 31,011.00 1,23,73,473.00 - (ii) AssetSubstandard - - - - (ii) RestructuredAsset - - - - StandardRestructured (iii) AssetStandard - - - - (iii) RestructuredAsset - - - - SubRestructured standard (iv) AssetSub standard - - - - (iv) Asset 1,24,04,484.00 - - 31,011.00 - - 1,23,73,473.00 - - 86 1,24,04,484.00 - 31,011.00 - 1,23,73,473.00 - Annual Report 2018-19

As on 31-03-2019 As on 31-03-2018 As on 31-03-2019 As on 31-03-2018 As on 31-03-2019 As on 31-03-2018 H Rs Ps Rs Ps Rs Ps Rs Ps Rs Ps Rs Ps SME Loans (i) Standard Asset 10,82,65,209.00 2,70,663.00 10,79,94,546.00 - Substandard (ii) Asset 4,00,00,000.00 40,00,000.00 3,60,00,000.00 - Restructured Standard (iii) Asset 2,97,25,622.00 14,86,281.00 2,82,39,341.00 - Restructured Sub standard (iv) Asset 34,38,257.00 3,43,826.00 30 ,94,431.00 - 18,14,29,088.00 61,00,770.00 17,53,28,318.00

66,53,84,198.00 57,49,04,891.00 84,66,677.00 14,37,264.00 65,69,17,521.00 57,34,67,627.00 24.2 Schedule to the Balance Sheet Disclosure of details as required by Revised Para 18 of "Non-Banking Financial Company - Non-Systemically Important Non-Deposit taking Company (Reserve Bank) Direc�ons, 2016". Par�culars Amount outstanding Amount Amount Amount overdue as Amount overdue as LIABILITIES SIDE outstanding as on outstanding as on on 31.03.2019 on 31.03.2018 31.03.2019 31.03.2018 1 Loans and advances availed by the non-banking ﬁnancial company inclusive of interest accrued thereon but not paid: (a) Debe ntures - Secured 6,96,37,618.00 - 7,69,80,356.00 - - Unsecured 2,04,00,000.00 1,67,50,000.00 (b) Deferred Credits - - - - (c) Term Loans 8,76,76,549.00 10,02,36,499.00 (d) Inter-corporate loans and borrowing - - - - (e) Commercial Paper

- - - - (f) Public deposits - - - - (g) Other Loans (specify nature)

Bank (Short term) 7,86,11,629.28 5,23,84,253.12 2 Break up of I (f) above (Outstanding public deposits inclusive of interest accrued thereon but not paid) Nil Nil (a) In the form of Unsecured debentures (b) In the form of partly secured debentures i.e. debentures where there is a shor�all in the value of security (c) Other public deposits ASSETS SIDE 3 Break-up of Loans and Advances including bills receivables [other than those included in (4) below] :

(a) Secured 52,26,97,450.00 50,67,28,155.00 (b) Unsecured 13,46,19,052.30 6,81,76,736.00

4 Break up of Leased Assets and stock on hire and NIL NIL NIL NIL other assets coun�ng towards asset financing ac�vi�es (i) Lease assets including lease rentals under sundry debtors : (a) Financial Lease (b) Opera�ng Lease (ii) Stock on hire including hire charges under sundry debtors (a) Assets on hire (b) Repossessed Assets (iii) Other loans coun�ng towards asset financing ac�vi�es (a) Loans where assets have been repossessed (b) Loans other than (a) above 87 5 Break-up of Investments : Current Investments : 1 Quoted : (i) Shares : (a) Equity - - (b) Preference - - (ii) Debentures and Bonds - - (iii) Units of mutual funds - - (iv) Government Securi�es - - (v) Others (please specify) - - 2 Unquoted : (i) Shares : (a) Equity - - (b) Preference - - (ii) Debentures and Bonds - - (iii) Units of mutual funds - - (iv) Government Securi�es - - (v) Others (please specify) - - Long Term investments : 1. Quoted : (i) Shares : (a) Equity - - (b) Preference - - (ii) Debentures and Bonds - - (iii) Units of mutual funds - - (iv) Government Securi�es - - (v) Others (please specify) - - 2. Unquoted : (i) Shares : (a) Equity 1,05,84,000.00 0 70 ,84,000.00 0 (b) Preference - - (ii) Debentures and Bonds - - (iii) Units of mutual funds - - (iv) Government Securi�es - - (v) Others (please specify) - - 6 Borrower group-wise classifica�on of assets financed as in (3) and (4) above : Secured Unsecured Total Category 31.03.2019 31.03.2019 31.03.2019 1. Related Par�es - - - (a) Subsidiaries - - - (b) Companies in the same group - - - (c) Other related par�es - - - 2. Other than related par�es 52,26,97,450.00 13,46,19,052.30 65,73,16,502.30 Total 52,26,97,450.00 13,46,19,052.30 65,73,16,502.30 7 Investor group-wise classifica�on of all investments (current and long term) in shares and securi�es (both quoted and unquoted): Amount as on 31.03.2019 Market Category Book Value (Net of Value/Break up or Provisions) fair value or NAV 1. Related Par�es (a) Subsidiaries 1,05,84,000.00 1,05,84,000.00 (b) Companies in the same group - - (c) Other related par�es - - 2. Other than related par�es - - Total 1 , 05 , 84 , 000 .00 1 , 05 , 84 , 000 .00

8 Other Informa�on Par�culars As on 31.03.2019 As on 31.03.2018 Rs Ps Rs Ps (i) Gross Non-Performing Assets 5,37,38,257.00 - (a) Related par�es - - (b) Other than related par�es 5,37,38,257.00 - (ii) Net Non-Performing Assets 4,83,64,431.00 - (a) Related par�es - - (b) Other than related par�es 4,83,64,431.00 - (iii) Assets acquired in sa�sfac�on of debt - -

88 Annual Report 2018-19

24.3 Disclosure of Restructured Accounts Disclosure of Restructured Accounts

Sl. Type of No. Restructuring Others

Asset S u b - Classification S t a n d a r d S t a n d a r d D o u b t f u l L o s s T o t a l Details 1 Restructured Accounts as on April 1 of the FY (opening figures)* No. of borrowers Amount outstanding

Provision thereon 2 Fresh restructuring during the year No. of borrowers 3 1 3 Amount outstanding 3,29,20,779.00 34,38,257.00 3,63,59,036.00

Provision thereon 1646039 343826 19,89,865.00 3 Upgradations to restructured standard category during the FY No. of borrowers Amount outstanding

Provision thereon 4 Restructured standard advances which cease to attract higher provisioning and / or additional risk weight at the end of the FY and hence need not be shown as restructured standard advances at the beginning of the next FY No. of borrowers

89 Amount outstanding

Provision thereon 5

Downgrada- �ons of restructured accounts during the FY No. of borrowers Amount outstanding

Provision thereon 6 Write-oﬀs of restructured accounts during the FY No. of borrowers Amount outstanding

Provision thereon 7 Restructured Accounts as on March 31 of the FY (closing ﬁgures*) No. of borrowers 3 1 4 Amount outstanding 32920779 3438257 36359036

Provision thereon 1646039 343826 1989865 * Excluding the ﬁgures of Standard Restructured Advances which do not a�ract higher provisioning or risk weight (if applicable).

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

As per our separate report of even date a�ached For Krishnamoorthy & Krishnamoorthy Chartered Accountants For and on behalf of the Board (Registra�on No: 001488S) Sd/- Sd/- P.G. Jayakumar M G Menon Sd/- Managing Director Director R.Venugopal Din :03390963 Din :6598286 Partner Sd/- Sd/- M No 202632 Ajith Prasad G S Jagadeesan T S Kochi Chief Financial Oﬃcer Managing Director Date: 13.07.2019 Din :6775429 Sd/- Sripriya M Shenoy Company Secretary

90 Annual Report 2018-19

INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF GOSREE FINANCE LIMITED Report on the Audit of the Consolidated Financial Statements

Opinion Responsibility of Management for the Consolidated Financial Statements We have audited the accompanying of GOSREE FINANCE LIMITED (hereinafter referred to as “the The Company’s Board of Directors is responsible for the Holding Company”) and its two subsidiaries (the Holding matters stated in section 134(5) of the Companies Act, Company and its subsidiaries together referred to as the 2013 (“the Act”) with respect to the preparation of these “the Group”) which comprise the Consolidated Balance consolidated financial statements that give a true and Sheet as at 31st March 2019, the Consolidated Statement fair view of the financial position, financial performance, of Profit and Loss, the Consolidated Cash Flow Statement and cash flows of the Company in accordance with the for the year then ended, and a summary of significant accounting principles generally accepted in India, including accounting policies and other explanatory information the accounting Standards specified under section 133 of (hereinafter referred to as “the consolidated financial the Act. The respective Board of Directors of the companies statements”). included in the Group are responsible for maintenance of adequate accounting records in accordance with the In our opinion and to the best of our information and provisions of the Act for safeguarding of the assets of the according to the explanations given to us, the aforesaid Group and for preventing and detecting frauds and other consolidated financial statements give the information irregularities; selection and application of appropriate required by the Act in the manner so required and give implementation and maintenance of accounting policies; a true and fair view in conformity with the accounting making judgments and estimates that are reasonable and principles generally accepted in India, of the state of affairs prudent; and design, implementation and maintenance of of the Company as at March 31, 2019, and profit and its adequate internal financial controls, that were operating cash flows for the year ended on that date. effectively for ensuring the accuracy and completeness Basis for Opinion of the accounting records, relevant to the preparation and presentation of the consolidated financial statement We conducted our audit in accordance with the Standards that give a true and fair view and are free from material on Auditing (SAs) specified under section 143(10) of misstatement, whether due to fraud or error. the Companies Act, 2013. Our responsibilities under those Standards are further described in the Auditor’s In preparing the consolidated financial statements, the Responsibilities for the Audit of the Financial Statements respective management of the companies included in the section of our report. We are independent of the Company Group are responsible for assessing the Group’s ability in accordance with the Code of Ethics issued by the Institute to continue as a going concern, disclosing, as applicable, of Chartered Accountants of India together with the ethical matters related to going concern and using the going requirements that are relevant to our audit of the financial concern basis of accounting unless management either statements under the provisions of the Companies Act, intends to liquidate the Group or to cease operations, or 2013 and the Rules there under, and we have fulfilled our has no realistic alternative but to do so. other ethical responsibilities in accordance with these The respective Board of Directors of the companies requirements and the Code of Ethics. We believe that included in the Group are also responsible for overseeing the audit evidence we have obtained is sufficient and the company’s financial reporting process. appropriate to provide a basis for our opinion.

91 Auditor’s Responsibility for the Audit of the Financial financial statements or, if such disclosures are inadequate, Statements to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s Our objectives are to obtain reasonable assurance about report. However, future events or conditions may cause whether the financial statements as a whole are free from the Company to cease to continue as a going concern. material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. • Evaluate the overall presentation, structure and Reasonable assurance is a high level of assurance, but is content of the consolidated financial statements, including not a guarantee that an audit conducted in accordance the disclosures, and whether the consolidated financial with SAs will always detect a material misstatement when statements represent the underlying transactions and it exists. Misstatements can arise from fraud or error events in a manner that achieves fair presentation. and are considered material if, individually or in the We communicate with those charged with governance aggregate, they could reasonably be expected to influence regarding, among other matters, the planned scope and the economic decisions of users taken on the basis of these timing of the audit and significant audit findings, including consolidated financial statements. any significant deficiencies in internal control that we As part of an audit in accordance with SAs, we exercise identify during our audit. professional judgment and maintain professional We also provide those charged with governance with skepticism throughout the audit. We also: a statement that we have complied with relevant • Identify and assess the risks of material misstatement ethical requirements regarding independence, and to of the consolidated financial statements, whether due communicate with them all relationships and other to fraud or error, design and perform audit procedures matters that may reasonably be thought to bear on our responsive to those risks, and obtain audit evidence that independence, and where applicable, related safeguards is sufficient and appropriate to provide a basis for our Report on Other Legal and Regulatory Requirements opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from 1. As required by Section 143 (3) of the Act, we report error, as fraud may involve collusion, forgery, intentional that: omissions, misrepresentations, or the override of internal control. a. We have sought and obtained all the information and explanations which to the best of our knowledge and belief • Obtain an understanding of internal financial controls were necessary for the purposes of our audit. relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section b. In our opinion proper books of account as required 143(3)(i) of the Act, we are also responsible for expressing by law relating to preparation of aforesaid consolidated our opinion on whether the Company has adequate financial statements have been kept by the Company so far internal financial controls system in place and the operating as appears from our examination of those books. effectiveness of such controls. c. The Consolidated Balance Sheet, Consolidated • Evaluate the appropriateness of accounting policies Statement of Profit and Loss and Consolidated Cash Flow used and the reasonableness of accounting estimates and Statement dealt with by this Report are in agreement with related disclosures made by management. the books of account. • Conclude on the appropriateness of management’s use d. In our opinion, the aforesaid consolidated financial of the going concern basis of accounting and, based on the statements comply with the Accounting Standards audit evidence obtained, whether a material uncertainty specified under Section 133 of the Act, read with Rule 7 of exists related to events or conditions that may cast the Companies (Accounts) Rules, 2014. significant doubt on the Company’s ability to continue as a e. On the basis of written representations received from going concern. If we conclude that a material uncertainty the directors as on 31 March 2019, and taken on record by exists, we are required to draw attention in our auditor’s the Board of Directors, none of the directors is disqualified report to the related disclosures in the consolidated as on 31 March 2019, from being appointed as a director in

92 Annual Report 2018-19 terms section 164 (2) of the Act. Annexure - A to the Auditors’ Report f. With respect to the adequacy of the internal financial (Referred to in paragraph 1 (f) under ‘Report on Other controls over financial reporting of the Company and Legal and Regulatory Requirements’ section of our report the operating effectiveness of such controls, refer to our of even date) separate report in “Annexure A”. Report on the Internal Financial Controls under Clause g. With respect to the other matters to be included in (i) of Sub-section 3 of Section 143 of the Companies Act, the Auditor’s Report in accordance with the requirements 2013 (“the Act”) of section 197(16) of the Act, in our opinion and to the In conjunction with our audit of the consolidated financial best of our information and according to the explanations statements of Gosree Finance Limited (“hereinafter referred given to us, the remuneration paid by the Company to to as “the Holding Company”) and its two subsidiaries, its directors during the year is in accordance with the which are companies incorporated in India, (the Holding provisions of section 197 of the Act. Company and its subsidiaries together referred to as “the h. With respect to the other matters to be included in Group”) as of and for the year ended March 31, 2019, we the Auditor’s Report in accordance with Rule 11 of the have audited the internal financial controls over financial Companies (Audit and Auditors) Rules, 2014, in our reporting of the Group, as of that date. opinion and to the best of our information and according Management’s Responsibility for Internal Financial to the explanations given to us: Controls (i) Group does not have any pending litigations which The Board of Directors of the Company and its subsidiary would impact its financial position; companies are responsible for establishing and maintaining (ii) The Group is not having any long-term contracts internal financial controls based on the internal control including derivative\ contracts for which there were over financial reporting criteria established by the any material foreseeable losses. Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal (iii) There were no amounts which are required to be Financial Controls over Financial Reporting issued by transferred to the Investor Education and Protection Fund the Institute of Chartered Accountants of India (‘ICAI’). by the Group. These responsibilities include the design, implementation and maintenance of adequate internal financial controls For Krishnamoorthy and Krishnamoorthy that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence Chartered Accountants to company’s policies, the safeguarding of its assets, Firm Reg No.001488S 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. Sd/- Auditors’ Responsibility R.Venugopal Partner Our responsibility is to express an opinion on the Group’s internal financial controls over financial reporting based Membership No.202632 on our audit. We conducted our audit in accordance with Kochi the Guidance Note on Audit of Internal Financial Controls 13.07.2019 over Financial Reporting (the “Guidance Note”) and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of

93 Chartered Accountants of India. Those Standards and Inherent Limitations of Internal Financial Controls the Guidance Note require that we comply with ethical over Financial Reporting requirements and plan and perform the audit to obtain Because of the inherent limitations of internal financial reasonable assurance about whether adequate internal controls over financial reporting, including the possibility financial controls over financial reporting was established of collusion or improper management override of controls, and maintained and if such controls operated effectively in material misstatements due to error or fraud may occur all material respects. and not be detected. Also, projections of any evaluation Our audit involves performing procedures to obtain audit of the internal financial controls over financial reporting evidence about the adequacy of the internal financial to future periods are subject to the risk that the internal controls over financial reporting and their operating financial control over financial reporting may become effectiveness. Our audit of internal financial controls over inadequate because of changes in conditions, or that the financial reporting included obtaining an understanding degree of compliance with the policies or procedures may of internal financial controls over financial reporting, deteriorate. assessing the risk that a material weakness exists, and testing Opinion and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures In our opinion, the Holding Company and its subsidiary selected depend on the auditor’s judgment, including the companies, which are companies incorporated in India assessment of the risks of material misstatement of the have, in all material respects, an adequate internal financial financial statements, whether due to fraud or error. controls over financial reporting and such internal financial controls over financial reporting were operating effectively We believe that the audit evidence we have obtained is as at 31st March 2019, based on the internal control over sufficient and appropriate to provide a basis for our audit financial reporting criteria established by the Company opinion on the Company’s internal financial controlsover considering the essential components of internal control financial reporting. stated in the Guidance Note on Audit of Internal Financial Meaning of Internal Financial Controls over Financial Controls Over Financial Reporting issued by the Institute Reporting of Chartered Accountants of India. A company’s internal financial control over financial reporting is a process designed to provide reasonable For Krishnamoorthy and Krishnamoorthy assurance regarding the reliability of financial reporting and the preparation of financial statements for external Chartered Accountants purposes in accordance with generally accepted accounting principles. A company’s internal financial Firm Reg No.001488S 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 Sd/- transactions and dispositions of the assets of the company; R.Venugopal (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial Partner statements in accordance with generally accepted Membership No.202632 accounting principles, and that receipts and expenditures of the company are being made only in accordance Kochi with authorisations of management and directors of the 13.07.2019 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.

94 GOSREE FINANCE LIMITED AND ITS SUBSIDIARIES Annual Report 2018-19 Consolidated Balance Sheet as at 31st March 2019

As at As at Note PARTICULARS 31.03.2019 31.03.2018 no Rs Ps Rs Ps I EQUITY AND LIABILITIES 1 Shareholders' Funds a. Share Capital 3 31,93,99,340.00 26,55,00,000.00 b. Reserves and Surplus 4 10,75,21,523.26 7,19,67,921.09 c.Minority Interest 5 11,228.14 13,165.90 c. Money recieved against share warrants 6 15,77,070.00 15,77,070.00 42,85,09,161.40 33 ,90,58,156.99 2 Non Current Liabili�es a. Long Term Borrowings 7 13,26,83,478.71 13,37,75,041.28 b. Deferred tax Liability 8 1,11,632.00 3 13,26,83,478.71 13 ,38,86,673.28 Current Liabili�es a. Short Term Borrowings 9 7,94,11,629.28 5,25,74,253.12 b. Other Current Liability 10 4,69,40,487.39 6,20,12,757.59 c. Short Term Provision 11 84,66,675.23 41,07,510.23 13,48,18,791.90 11 ,86,94,520.94

Total 69,60,11,432.01 59 ,16,39,351.21 II 1 ASSETS Non-Current Assets a. Property, Plant & Equipment 12 92,44,368.01 65,18,523.13 b. Intangible Assets 12 4,03,206.39 1,82,743.92 d. Deferred Tax Asset 8 7,67,350.00 d. Long term loans and advances 13 20,36,11,441.55 23,56,30,948.28 e. Other Assets 14 40,86,221.00 39,96,520.00 2 21,81,12,586.95 24 ,63,28,735.33 Current assets a Cash and Cash Equivalents 15 1,02,79,268.50 37,72,696.55 b. Trade Receivables 16 6,49,817.09 2,32,594.59 b. Short term Loans and Advances 17 46,37,33,781.45 33,99,90,437.72 c. Other Current Assets 13 32,35,978.02 13,14,887.02 47,78,98,845.06 34 ,53,10,615.88

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

Significant Accoun�ng Policies and Notes on Accounts 1,2 and 24-26 The accompanying notes are an integral part of the financial statements. As per our separate report of even date a�ached For Krishnamoorthy & Krishnamoorthy For and on behalf of the Board Chartered Accountants Sd/- Sd/- (Registra�on No: 001488S) P.G. Jayakumar M G Menon Managing Director Director Din :03390963 Din :6598286 Sd/- R.Venugopal Sd/- Sd/- Partner Ajith Prasad G S Jagadeesan T S M No 202632 Chief Financial Officer Managing Director Kochi Din :6775429 13.07.2019 Sd/- Sripriya M Shenoy Company Secretary 95 GOSREE FINANCE LIMITED AND ITS SUBSIDIARIES Consolidated Statement of Profit and Loss for the period ended 31st March 2019

For the year ended For the year ended PARTICULARS Note no 31.03.2019 31.03.2018 Rs Ps Rs Ps I INCOME a. Income from opera�on 18 11,05,32,183.43 9 ,38,62,695.33 b.Other Income 19 11,44,413.43 12,33,808.70 Total Revenue ( a + b) 11 ,16,76,596.86 9,50,96,504.03

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

lll Profit/(Loss) before tax (I - II) 4,04,14,147.42 5,73,23,526.99 IV Tax expense: a. Current tax 1,36,78,848.00 1 ,66,07,110.00 b. Deferred Tax (8,78,982.00) 74,417.00 c. Prior Period Taxes - V Profit for the Year (lll - lV) 27614281.41 40641999.99 VI Less: Share of Profit/(Loss) of Subsidiaries for the year (2946.77) (518.21) transferred to Minority Interest VII Profit for the Year a�er Minority Interest (V-VI) 27617228.19 40642518.20 VI Earnings per share(Basic/Diluted) (in Rs) (Basic EPS) (in Rs) 23 0.95 1.55 (Diluted EPS) (in Rs) 23 0.94 1.54

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

The accompanying notes are an integral part of the ﬁnancial statements. As per our separate report of even date a�ached For Krishnamoorthy & Krishnamoorthy For and on behalf of the Board Chartered Accountants (Registra�on No: 001488S) Sd/- Sd/- P.G. Jayakumar M G Menon Managing Director Director Sd/- Din :03390963 Din :6598286 R.Venugopal Partner Sd/- Sd/- M No 202632 Ajith Prasad G S Jagadeesan T S Kochi Chief Financial Oﬃcer Managing Director 13.07.2019 Din :6775429 Sd/- Sripriya M Shenoy Company Secretary

96 Annual Report 2018-19

GOSREE FINANCE LIMITED AND ITS SUBSIDIARIES CONSOLIDATED CASH FLOW STATEMENT FOR THE YEAR ENDED 31st MARCH 2019 Par�culars For the year ended 31.03.2019 31.03.2018 Rs. Ps Rs. Ps A . Cash flow from opera�ng Ac�vi�es Net Profit (Loss) before tax and extraordinary items 4,04,14,147.42 5,73,23,526.99 Adjustment for: Loss on sale of asset 4,72,014.10 Deprecia�on and amor�za�on 11,05,237.78 7,60,640.16 Provision for Standard Assets and Non performing assets 70,29,413.00 6,95,231.23 Interest Income (5,83,460.38) (4,64,955.96) Opera�ng profit before working capital changes 4,84,37,351.92 5,83,14,442.42 Movements in working capital : Increase/ (decrease) in other current liabili�es and provisions 11,80,444.23 (2,84,586.53) Decrease / (increase) in long-term loans and advances 3,56,37,906.73 (13,83,39,505.35) Decrease / (increase) in short-term loans and advances (12,37,43,343.73) (13,85,77,780.65) Decrease / (increase) in other non current assets (89,701.00) (39,96,520.00) Decrease / (increase) in other current assets (24,02,862.50) (36,133.61) Cash generated from /(used in) opera�ons ( 4,09,80,204.36) (22,29,20,083.73) Direct taxes paid (net of refunds) ( 1,99,67,496.00) (1,49,48,211.00) Net cash flow from/ (used in) opera�ng ac�vi�es (A) (6,09,47,700.36) (23,78,68,294.73) B. CASH FLOWS FROM INVESTING ACTIVITIES Purchase of fixed assets, including CWIP (45,23,559.23) (35,50,982.83)

Investment in Subsidiary Companies (35,00,000.00) - Interest received 5,83,460.38 4,64,955.96

Net cash ﬂow from/ (used in) inves�ng ac�vi�es (B) (74,40,098.85) (30 ,86,026.87) C. CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from Issue/ allotment of shares 5,73,99,340.00 8,85,00,000.00 Securi�es premium 2,69,49,670.00 1,77,00,000.00 Share applica�on money received - (10,62,00,000.00) Proceeds from Issue of share warrants - 15,77,070.00 Proceeds from debenture issue 1,70,50,000.00 5,58,00,000.00 Repayment of debentures ( 2,09,00,000.00) (3,29,00,000.00) Proceeds from vehicle loan - 20,50,000.00 Proceeds from term Loan 2,50,00,000.00 8,22,23,349.00 Repayment of Term Loan ( 3,72,50,165.00) (1,00,00,000.00) Repayment of Vehicle Loan (5,69,563.00) (2,02,231.00)

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

Dividend paid including dividend distribu�on tax ( 1,90,12,287.00) - 97 Net cash ﬂow from/ (used in) ﬁnancing ac�vi�es (C) 7,48,94,371.16 13,07,75,700.87

Net increase/(decrease) in cash and cash equivalents (A + B + C) 65,06,571.95 (11,01,78,620.73) Cash and cash equivalents at the beginning of the year 37,72,696.55 11,39,51,317.28 Cash and cash equivalents at the end of the year 1,02,79,268.50 37,72,696.55 Components of cash and cash equivalents Cash on hand 7,194.60 13,425.50 With banks 1,02,72,073.90 37,59,271.05 Total cash and cash equivalents 1,02,79,268.50 37,72,696.55

As per our seperate report of even date a�ached For Krishnamoorthy & Krishnamoorthy Chartered Accountants Sd/- Sd/- (Registra�on No: 001488S) P.G. Jayakumar M G Menon Managing Director Director Din :03390963 Din :6598286 Sd/- R.Venugopal Sd/- Sd/- Partner Ajith Prasad G S Jagadeesan T S M No 202632 Chief Financial Officer Managing Director Kochi Din :6775429 13.07.2019 Sd/- Sripriya M Shenoy Company Secretary GOSREE FINANCE LIMITED AND ITS SUBSIDIARIES CONSOLIDATED CASH FLOW STATEMENT FOR THE YEAR ENDED 31st MARCH 2019 Par�culars For the year ended 31.03.2019 31.03.2018 Rs. Ps Rs. Ps A . Cash flow from opera�ng Ac�vi�es Net Profit (Loss) before tax and extraordinary items 4,04,14,147.42 5,73,23,526.99 Adjustment for: Loss on sale of asset 4,72,014.10 Deprecia�on and amor�za�on 11,05,237.78 7,60,640.16 Provision for Standard Assets and Non performing assets 70,29,413.00 6,95,231.23 Interest Income (5,83,460.38) (4,64,955.96) Opera�ng profit before working capital changes 4,84,37,351.92 5,83,14,442.42 Movements in working capital : Increase/ (decrease) in other current liabili�es and provisions 11,80,444.23 (2,84,586.53) Decrease / (increase) in long-term loans and advances 3,56,37,906.73 (13,83,39,505.35) Decrease / (increase) in short-term loans and advances (12,37,43,343.73) (13,85,77,780.65) Decrease / (increase) in other non current assets (89,701.00) (39,96,520.00) Decrease / (increase) in other current assets (24,02,862.50) (36,133.61) Cash generated from /(used in) opera�ons ( 4,09,80,204.36) (22,29,20,083.73) Direct taxes paid (net of refunds) ( 1,99,67,496.00) (1,49,48,211.00) Net cash flow from/ (used in) opera�ng ac�vi�es (A) (6,09,47,700.36) (23,78,68,294.73) B. CASH FLOWS FROM INVESTING ACTIVITIES Purchase of fixed assets, including CWIP (45,23,559.23) (35,50,982.83)

Investment in Subsidiary Companies (35,00,000.00) - Interest received 5,83,460.38 4,64,955.96

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

Dividend paid including dividend distribu�on tax ( 1,90,12,287.00) - Net cash ﬂow from/ (used in) ﬁnancing ac�vi�es (C) 7,48,94,371.16 13,07,75,700.87

98 GOSREE FINANCE LIMITED AND ITS SUBSIDIARIES Annual Report 2018-19

Signiﬁcant Accoun�ng Policies & Notes on Accounts

Note No:

1 BASIS OF PREPARATION

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

PRINCIPLES OF CONSOLIDATION

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

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

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

2 SIGNIFICANT ACCOUNTING POLICIES

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

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

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

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

A. Interest, finance charges, service charges etc. are recognized as income on accrual basis with reference to the terms of contractual commitments and finance agreements entered into with borrowers, as the case maybe, except in the case of non-performing assets where income is recognized only when it is actually realized. Income recognized before the asset became non-performing and remaining unrealized will also be reversed. B. Income from services is recognized as per the terms of contract on accrual basis. Revenue is recognized on accrual basis to the extent it is realizable (except when there are significant uncertain�es). C. Interest on deposits is recognized on a �me propor�on basis taking into account the amount outstanding and the rate applicable.

2.4 Employee Benefits A. Short Term Employee Benefits All employee benefits payable wholly within twelve months of rendering service are classified as short-term employee benefits and recognized in the period in which the employee renders the related service. B. Defined Benefit Plan- Gratuity to Employees No provision for gratuity is provided in the books of accounts as the number of employees fall below the minimum number required under the Payment of Gratuity Act, 1972. 2.5 Borrowing Costs Borrowing cost includes interest and amor�za�on of ancillary costs incurred in connec�on with the arrangement of borrowings. Borrowing costs directly a�ributable to the acquisi�on, construc�on or produc�on of an asset that necessarily takes a substan�al period 99 of �me to get ready for its intended use or sale are capitalized as part of the cost of the respective asset. All other borrowing costs are expensed in the period they occur.

2.6 Property, Plant & Equipment Property, plant & equipment are stated at cost less deprecia�on. Cost comprises the purchase price and any a�ributable cost of bringing the asset to its working condi�on for its intended use. GOSREE FINANCE LIMITED AND ITS SUBSIDIARIES

Signiﬁcant Accoun�ng Policies & Notes on Accounts

Note No:

1 BASIS OF PREPARATION

PRINCIPLES OF CONSOLIDATION

2 SIGNIFICANT ACCOUNTING POLICIES

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

2.4 Employee Benefits A. Short Term Employee Benefits All employee benefits payable wholly within twelve months of rendering service are classified as short-term employee benefits and recognized in the period in which the employee renders the related service. B. Defined Benefit Plan- Gratuity to Employees No provision for gratuity is provided in the books of accounts as the number of employees fall below the minimum number required under the Payment of Gratuity Act, 1972. 2.5 Borrowing Costs Borrowing cost includes interest and amor�za�on of ancillary costs incurred in connec�on with the arrangement of borrowings. Borrowing costs directly a�ributable to the acquisi�on, construc�on or produc�on of an asset that necessarily takes a substan�al period of �me to get ready for its intended use or sale are capitalized as part of the cost of the respective asset. All other borrowing costs are expensed in the period they occur.

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

2.8 Depreciation Depreciation is provided using straight line method at the following rates, which is management’s estimate of the useful lives of the assets Nature of asset Useful Life in Years Computer equipment 3 Furniture and fixtures & Electrical equipments 10 Vehicles 8 Building Over the lease Period Office equipment 5 Software 3 The above rates except for building are same as the rate prescribed in Schedule II to the Companies Act, 2013

2.9 Impairment of Tangible and Intangible Assets

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

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

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

For the purpose of calculating diluted earnings per share, the net profit or loss for the period attributable to equity shareholders and the weighted average number of shares outstanding during the period are adjusted for the effects of all dilutive potential equity shares. 2.13 Leases Lease arrangements where risks and rewards incidental to ownership of an asset substantially vest with the lessor are recognized as operating leases. Lease rentals under operating leases are recognized in the Statement of Profit and loss on a straight-line basis. The Company has not entered into any financial lease.

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

2.15 Provisions, Contingent Liabilities and Contingent Assets (i) Provisions are recognized when the company has a present obligation as a result of a past event, for which it is probable that a cash 100 outflow will be required and a reliable estimate can be made of the amount of the obligation. Provisions are not discounted to its present value and are determined based on management estimate required to settle the obligation at the Balance Sheet date. These are reviewed at each Balance Sheet date and adjusted to reflect the correct management estimates.

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

2.9 Impairment of Tangible and Intangible Assets

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

2.14 Segment Reporting The Company operates in a single reportable segment i.e., financing, which has similar risks and returnsAnnual for the purpose Report of AS 172018-19 on ‘Segment Reporting’. The Company operates in a single geographical segment i.e., domestic.

(iii) Secured loans are classified / provided for, as per the directions in "Non-Banking Financial Company - Non-Systemically Important Non- Deposit taking Company (Reserve Bank) Directions, 2016", (RBI/DNBR/2016-17/44, Master Direction DNBR.PD.007/03.10.119/2016-17 ) 3 SHARE CAPITAL As at 31.03.2019 As at 31.03.2018 Par�culars Rs. Ps. Rs. Ps. A. Authorised: 7,50,00,000 shares of Rs.10 each (Previous Year 5,00,00,000 shares of 75,00,00,000.00 50,00,00,000.00 Rs.10 each) 75,00,00,000.00 50,00,00,000.00 Issued, Subscribed capital & Paid up Capital 3,19,39,934 equity shares of Rs.10 each (Previous Year 2,65,50,000 shares of Rs.10 each) 31,93,99,340.00 26,55,00,000.00

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

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

3.2 Reconcilia�on of number of shares

Par�culars As at 31.03.2019 As at 31.03.2018 No. of shares Rs. Ps. No. of shares Rs. Ps. A Equity Shares at the beginning of the year 26550000 26,55,00,000.00 17700000 17,70,00,000.00 B Shares issued during the period 5389934 5,38,99,340.00 8850000 8,85,00,000.00 C Number of shares outstanding at the end of the year 31939934 31,93,99,340.00 26550000 265500000 (A+B)

3.3 The details of shareholders holding more than 5% shares :

4 RESERVES & SURPLUS As at 31.03.2019 As at 31.03.2018 Par�culars Rs. Ps. Rs. Ps. A. Reserve u/s 45-IC of Reserve Bank of India Act, 1934 As per Last Balance Sheet 1,33,15,237.69 48,36,263.34 Transferred from surplus in the Statement of Profit and Loss 58 ,84,801.85 84,78,974.35 1,92,00,039.54 1,33,15,237.69 B. Statement of Profit and Loss Account As per Last Balance Sheet 4,09,52,683.40 87,89,139.55 Transfer from Statement of Profit and Loss 2,76,17,228.19 4,06,42,518.20 Less : Change in Minority Interest 1,009.02 Less : Appropria�on Transferred to reserve u/s 45-IC of Reserve Bank of India Act, 1934 58 ,84,801.85 84,78,974.35 Equity Dividend Paid 1,57,69,979.00 Interim Dividend Paid - 101 Dividend Distribu�on Tax 32 ,42,308.00 - 4,36,71,813.72 4,09,52,683.40 3 SHARE CAPITAL As at 31.03.2019 As at 31.03.2018 Par�culars Rs. Ps. Rs. Ps. A. Authorised: 7,50,00,000 shares of Rs.10 each (Previous Year 5,00,00,000 shares of 75,00,00,000.00 50,00,00,000.00 Rs.10 each) 75,00,00,000.00 50,00,00,000.00 Issued, Subscribed capital & Paid up Capital 3,19,39,934 equity shares of Rs.10 each (Previous Year 2,65,50,000 shares of Rs.10 each) 31,93,99,340.00 26,55,00,000.00

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

3.2 Reconcilia�on of number of shares

3.3 The details of shareholders holding more than 5% shares :

C. Securi�es premium 4,46,49,670.00 1,77,00,000.00

Reserves & surplus as at the end of the period (A+B+C) 10,75,21,523.26 7,19,67,921.09

5 Minority Interest As at 31.03.2019 As at 31.03.2018 Rs. Ps. Rs. Ps. Share Capital 16,000.00 16,000.00 Add: Share of accumulated reserve (1825.08) (2315.89)

Add:Proﬁt/(loss) of subsidiaries for the year transferred from statement (2946.77) (518.21) of proﬁt and loss 11,228.14 13,165.90

6 Money received against share warrants

As at 31.03.2019 As at 31.03.2018 Par�culars Rs. Ps. Rs. Ps. Money received against share warrants 15 ,77,070.00 15,77,070.00 15,77,070.00 1577070.00

The Board of Directors of the company at their mee�ng held on2.5.2017 and as approved at its Annual General Mee�ng held on 25th May 2017 have resolved to create, oﬀer issue and allot upto 1433700 warrants, conver�ble into 1433700 equity shares of Rs.10/- each on a private placement basis , pursuant to Sec�on 42 and 62 of the companies Act,2013 at a conversion price of Rs.11/- per equity share of the company, These warrants were allo�ed on 25th May 2017 to certain directors and promoter ("the warrant holders") and 10% applica�on money amoun�ng to Rs.1577070/- was received from them. The warrants were to be converted into equivalent number of equity shares on payment of balance amount at any �me with in 4 years from the date of allotment or date of announcement of public oﬀer whichever is earlier. In the event the warrants are not converted into equity shares within the said period, the company is eligible to forfeit or refund without interest the amount received towards warrants.

7 LONG TERM BORROWINGS Non-current por�on Current maturi�es 7.1 As at 31.03.2019 As at 31.03.2018 As at 31.03.2019 As at 31.03.2018 Par�culars Rs. Ps. Rs. Ps. Rs. Ps. Rs. Ps. Secured Vehicle Loan Toyota Financial services 1 2,01,199.61 4,48,008.00 2,46,808.39 2,23,409.00

Vehicle Loan Toyota Financial services 2 13,30,192.98 17,03,846.00 3,73,653.02 3,46,154.00 Term Loan From Lakshmi Vilas Bank - 50,00,000.00 50 ,00,000.00 1,00,00,000.00 Term Loan From Hinduja Leyland Finance 96,12,086.12 2,16,53,187.28 1,20,41,097.88 1,05,70,161.72 Term Loan From NABSAMRUDDHI Finance Limited 1,66,40,000.00 3,33,20,000.00 1,66,80,000.00 1,66,80,000.00 Term Loan From AUSFB 1,75,00,000.00 - 75 ,00,000.00 - Privately placed Redeemable Non Conver�ble Debentures 6,70,00,000.00 5,49,00,000.00 13 ,00,000.00 2,09,00,000.00 Unsecured Privately placed Subordinated (Tier II)debt ( Redeemable Non Conver�ble Debenture of Rs.1000 each) 1,04,00,000.00 67,50,000.00 - - Privately Place Redeemable Non-Conver�ble Debentures Rs.1000 each 1,00,00,000.00 1,00,00,000.00 - - 13,26,83,478.71 13,37,75,041.28 4,31,41,559.29 5,87,19,724.72

102 Annual Report 2018-19

7.2 Vehicle loan 1 is secured against the security of vehicle purchased. The interest rates are fixed in nature at 10% p.a. Loan is repayable in 60 equal monthly installments over the term of the loan. 7.3 Vehicle loan 2 is secured against the security of vehicle purchased. The interest rates are fixed in nature at 8.67% p.a. Loan is repayable in 60 equal monthly installments over the term of the loan. 7.4 Term loan from Lakshmi Vilas Bank is secured against loan assets and other current assets and personal guarantee of 5 directors which carries interest rate of 11.85% repayable within 12 quarterly installment of Rs.25 Lakhs, after an initial holiday period of 3 months. The total tenor of the loan is 39 months. 7.5 Term loans from Hinduja Leyland finance has a security cover of 110% of the value of outstanding amounts of the facility and shall be maintained at all times until maturity date which carries interest rate of 13.10% repayable in 36 monthly installments, commencing one month from the date of disbursement. 7.6 Term loans from Nabsamrudhi Finance Limited (NSFL) payable at quarterly rests for 3 years, having security as paripassu first charge on the loan receivables by way of hypothecation of minimum asset coverage of 110% the principal amount outstanding at any point of time during the entire term of the facility and cash collateral of 5% of loan amount, having interest rate of 12.5%. Loan is repayable in 12 quarterly installments. Initial 8 quarterly installments @ RS41.70 Lacs and balance 4 quarterly installments @ RS41.60 Lacs

7.7 Term loans from AU Small Finance Bank Limited (AUSFBL) repayable in 48 principal installments starting from the following month from the date of full disbursement. Interest at 12..5% per annum variable to be reset every quarter and interest to be paid on monthly basis. Paripassu charge of present and future loan receivables through hypothecation of 122% of the loan principal outstanding during the currency of the loan. 7.8 Company allotted 68300 secured, Non convertible debentures of Rs.1000/- each to be redeemed at the end of 370 days, 3 years and 5 years at an interest rate of 10%,10.5%, 11% and 11.5% respectively from the date of issue. Details of rate of interest and maturity pattern from the date of the balance sheet is as Redeemable at par with in As at 31.03.2019 Rate of interest Number Amount Due within 5 years 11.00% 22200 22200000 11.50% 40600 40600000 Due within 1-2 year 10.50% 200 200000 11% 4000 4000000 Due with in 1 Year 11.00% 1100 1100000 10.00% 200 200000 68300 68300000 These debentures are secured by pari-passu first charge on loans & advances given by the company and other current assets.

The company also allotted 10000 unsecured, non convertible debentures of Rs.1000/- each to be redeemed at the end of 5 years at an interest rate of 11.5% from the date of issue. Issued during 2016-17 As at 31.03.2019 Redeemable at par with in Rate of interest Number Amount Due within 3 years 11.50% 10000 10000000

Subordinated Debentures aggregating Rs.10400000 at the rate of 11.5%, 12% and 12.5% are unsecured and repayable at the end of five years from the date of issue. Details of rate of interest and maturity pattern from the date of the balance sheet is as As at 31.03.2019 Redeemable at par with in Rate of interest Number Amount Due within 5 years 11.50% 6750 6750000 12.00% 2250 2250000 12.50% 1400 1400000 10,400 1,04,00,000

103 8 DEFFERED TAX As at 31.03.2019 As at 31.03.2018 Par�culars Rs. Ps. Rs. Ps. Deferred tax liability Deferred tax liability (Rela�ng to diﬀerence between tax deprecia�on and deprecia�on charged in ﬁnancial statements ) 1,58,590.42 1,11,632.00 Deferred tax Asset

Provision for advances 7,93,548.38 Deferred Tax (Asset)/ Liability (6,34,957.96) 1,11,632.00 9 SHORT TERM BORROWINGS As at 31.03.2019 As at 31.03.2018 Par�culars Rs. Ps. Rs. Ps. Repayable on demand : Secured From Banks: - Cash Credit * 7,86,11,629.28 5,23,84,253.12 Overdra� from Ujjivan Small Finance Bank in the case of Subsidiary** 8,00,000.00 1,90,000.00 Total 7,94,11,629.28 5,25,74,253.12

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

Cash credit facility from the three banks are secured by hypotheca�on of standard loan receivables and other current assets of the company on a pari passu basis and also by way of guarantee given by the directors of the company. **Secured against ﬁxed deposit

10 OTHER CURRENT LIABILITIES As at 31.03.2019 As at 31.03.2018 Par�culars Rs. Ps. Rs. Ps. Current Maturi�es of Long term debt (Refer Note No:6.1) 4,31,41,559.29 5,87,19,724.72 Interest accrued but not due on borrowings 5,51,511.00 2,91,733.00 Interest accrued but not due on debentures 13 ,37,618.00 11,80,356.00 Debenture applica�on money received, pending allotment 2,00,000.00 - Employee emoluments payable 37,602.00 20,222.00 Statutory dues payable 11 ,40,181.82 10,09,110.87 Other current liabili�es 5,32,015.28 7,91,611.00 Total 4,69,40,487.39 6,20,12,757.59

11 SHORT TERM PROVISIONS As at 31.03.2019 As at 31.03.2018 Par�culars Rs. Ps. Rs. Ps. Provision for Income Tax 26,70,248.00 Con�ngent Provision against standard assets (Refer Note -23) 14 ,46,810.23 14,37,262.23 Provision for Non performing Assets 50 ,30,000.00 - Provision for Restructured Assets Standard 16 ,46,039.00 Sub-Standard 3,43,826.00

Total 84,66,675.23 41,07,510.23

104 Annual Report 2018-19

NON-CURRENT INVESTMENTS As at 31.03.2019 As at 31.03.2018 Par�culars Rs. Ps. Rs. Ps. Unquoted Investments (Non trade) - in subsidiary companies 699100 fully paid up Equity Shares of Rs.10/- each in Gosree Insurance and Broking Services Private Ltd 1,04,91,000.00 69,91,000.00 9300 Equity shares of Rs. 10/- each in Gosree Investment and Risk Services Private Limited 93,000.00 93,000.00 - Total 1,05,84,000.00 70,84,000.00

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

13 LONG TERM LOANS AND ADVANCES As at 31.03.2019 As at 31.03.2018 13.1 Par�culars Rs. Ps. Rs. Ps. Security Deposits (Unsecured, considered good) 10 ,36,495.00 7,16,495.00 Advance tax 36 ,18,400.00 Others - - i) Loans and Advances 1) To Related Par�es 3,00,239.00 2) To Others Secured Considered Good 15,46,77,069.91 21,96,55,388.85 Secured,doubtful 9,38,646.56 Unsecured Considered Good 4,29,51,884.27 1,52,59,064.43 Unsecured,doubtful 88,706.81

Total 20,36,11,441.55 23,56,30,948.28 13.2 SHORT TERM LOANS AND ADVANCES As at 31.03.2019 As at 31.03.2018 Par�culars Rs. Ps. Rs. Ps.

Loans & Advances 1) To Related Par�es - - 2) To Others - - Secured, Considered Good 36,80,20,380.09 28,70,72,766.15 Secured,doubtful 40 ,61,353.44 Unsecured, Considered Good 9,13,66,929.03 5,29,17,671.57 Unsecured,doubtful 2,85,118.89 Total 46,37,33,781.45 33,99,90,437.72 13.3 Non - Current Current Secured and Considered Good As at 31.03.2019 As at 31.03.2018 As at 31.03.2019 As at 31.03.2018 Rs. Ps. Rs. Ps. Rs. Ps. Rs. Ps. Business Loan 8,64,59,432.22 20,55,48,840.13 23,55,13,715.78 27,21,66,310.87 Property Loan 1,18,99,645.24 1,41,06,548.72 1,75,13,329.76 1,49,06,455.28 Housing Loan 0.00 - 9,84,352.00 - Infrastructure Loan 0.00 - 87 ,11,096.00 - Others 21,34,561.06 - 34 ,12,805.94 - Real Estate Loan 0.00 - -0.00 - Micro loans 65,88,295.60 58 ,16,188.40 SME 4,75,95,135.80 - 9,60,68,892.20 - Total 15,46,77,069.91 21,96,55,388.85 36,80,20,380.09 28,70,72,766.15

105 13.4 Non - Current Current Secured and Considered doubu l Rs. Ps. Rs. Ps. Rs. Ps. Rs. Ps. 0.00 0.00 0.00 0.00 Business Loan - - 1 0,00,000.00 Property Loan - - - - Housing Loan - - - - Infrastructure Loan - - - - Others - - - - Real Estate Loan - - - - Micro loans - - - - SME 9,38,646.56 3 0,61,353.44 Total 9,38,646.56 - 40,61,353.44

13.5 Non - Current Current Unsecured and Considered Good As at 31.03.2019 As at 31.03.2018 As at 31.03.2019 As at 31.03.2018 Rs. Ps. Rs. Ps. Rs. Ps. Rs. Ps. Business Loan 1,29,03,651.74 1,52,59,064.43 6,72,39,685.26 5,29,17,671.57 Others 11,43,342.49 4,74,500.51 Real Estate Loan 1,58,03,990.54 4 3,76,704.46 SME 1,34,01,138.50 1,92,76,038.80 Total 4,32,52,123.27 1,52,59,064.43 9,13,66,929.03 5,29,17,671.57

13.6 Non - Current Current Unsecured and Considered doubu l Rs. Ps. Rs. Ps. Rs. Ps. Rs. Ps.

Business Loan 1,068.54 - 28,931.46 - Others - - - Real Estate Loan - - - SME 87,638.27 - 2,56,187.43 - Total 88,706.81 - 2 ,85,118.89 -

14 OTHER ASSETS

As at 31.03.2019 As at 31.03.2018

14.1 Parculars Rs. Ps. Rs. Ps. Non current bank deposits 4086221.00 3996520.00 Total 40,86,221.00 39,96,520.00 Fixed Deposit of Rs.2500000 with remaining maturity less than twelve months from balance sheet date is lien marked in favour of Nabasamrudhi Finance Limited as cash collateral security. 15 CASH AND CASH EQUIVALENTS As at 31.03.2019 As at 31.03.2018 15.1 Parculars Rs. Ps. Rs. Ps. Cash on hand 7,194.60 13,425.50 Cash in Bank : in current account (with scheduled bank) 6 0,39,939.56 11,82,746.09 Cash in bank : current 4 2,32,134.34 25,76,524.96 Total 1,02,79,268.50 37,72,696.55

16 Trade Receivables (Unsecured, Considered Good) Parculars As at 31.03.2018 As at 31.03.2017 Rs. Ps. Rs. Ps. Outstanding for a period exceeding 6 months from the date they are due for payment 47,628.03 27,725.00 Others 6,02,189.06 2,04,869.59 649817.09 232594.59

17 OTHER CURRENT ASSETS As at 31.03.2019 As at 31.03.2018 Parculars Rs Ps Rs Ps Interest Accrued on Bank Deposit 1,74,579.00 9,877.00 Interest accrued on loans 26,93,870.00 11,44,756.65 Other Current Assets 3,67,529.02 1,60,253.37 Total 32,35,978.02 13,14,887.02

106 Annual Report 2018-19

18 REVENUE FROM OPERATION For the Year ended 31.03.2019 31.03.2018 Par�culars Rs Ps Rs Ps Interest on Loan 10,18,72,263.41 8,26,93,338.00 Processing fee 64 ,06,000.00 1,02,51,575.93 Sale of Service 22 ,53,920.02 9,17,781.40 Total 11,05,32,183.43 9,38,62,695.33

19 OTHER INCOME For the Year ended 31.03.2019 31.03.2018 Par�culars Rs Ps Rs Ps Interest received on deposits 5,83,460.38 4,64,955.96 Other non opera�ve Income 5,60,953.05 7,68,852.74 Total 11,44,413.43 12,33,808.70

20 EMPLOYEE BENEFIT EXPENSES For the Year ended Par�culars 31.03.2019 31.03.2018 Rs Ps Rs Ps Salaries &wages 2,09,84,607.00 1,19,49,432.00 Total 2,09,84,607.00 1,19,49,432.00

21 FINANCE COSTS For the Year ended Par�culars 31.03.2019 31.03.2018 Rs Ps Rs Ps Interest: on Debentures 98 ,08,014.00 94,61,516.00 on Banks borrowings and other borrowings 1,76,35,032.00 56,22,258.00 Other borrowing costs 5,75,000.00 8,02,868.00 Total 2,80,18,046.00 1,58,86,642.00

22 OTHER EXPENSES 22.1 For the Year ended 31.03.2019 31.03.2018 Par�culars Rs Ps Rs Ps

Bank Charges 7,13,265.35 2,62,043.84 Payment to Auditors 1,97,500.00 1,68,000.00 Electricity Charges 2,65,502.16 2,02,087.06 Oﬃce Expenses 4,57,558.49 6,43,769.80 Postage & Courier 22,759.40 1,25,063.00 Prin�ng & Sta�onery 1,45,520.59 1,16,640.93 Professional Service Charges 29 ,65,089.32 20,72,918.52 Rent 23 ,14,832.00 15,82,250.00 Telephone & internet charges 95,642.75 84,163.99 Travelling Expenses 8,21,799.26 6,34,343.45 Insurance Paid 84,494.00 99,195.58 Commission paid 11 ,95,900.00 9,55,600.00 Directors si�ng fees 2,94,000.00 2,14,000.00 CSR Expenditure 6,60,000.00 - Dona�ons 25,000.00 - Other expenses 38 ,66,282.34 13,20,955.48 Total 1,41,25,145.66 84,81,031.65

107 22.2 Provisions and Write Oﬀs (Refer note 23) For the Year ended 31.03.2019 31.03.2018 Rs Ps Rs Ps Provision for Standard Assets 9,548.00 6,95,231.23 Provision for Non performing Assets 50 ,30,000.00 Provision for Restructured Assets: Standard 16 ,46,039.00 Sub-Standard 3,43,826.00 70,29,413.00 6,95,231.23

22.3 Payment to statutory Auditors For the Year ended 31.03.2019 31.03.2018 Par�culars Rs Ps Rs Ps

Audit fee 1,32,000.00 1,02,500.00 Tax audit fee 25,000.00 20,000.00 Other Services 40,500.00 45,500.00 Total 1 ,97,500.00 1,68,000.00

22.4 Corporate Social Responsibility (CSR) As per Sec�on 135 of the Companies Act 2013, a company, mee�ng the applicability theshold, needs to spend atleast 2% of its average net proﬁt for the immediately preceding three ﬁnancial years on Corporate Social Responsibility (CSR) ac�vi�es. The areas for CSR a. Gross amount required to be spent by the Company during the year is Rs. 6,60 b. Amount spent during the year on: Yet to be paid in Par�culars In cash cash Total

1. Construc�on/ acquisi�on of any asset

2. On purposes other than (1) above 6,60,000.00 6,60,000.00

23 EARNINGS PER SHARE

For the Year ended Par�culars 31.03.2019 31.03.2018 Rs Ps Rs Ps A. Net proﬁt a�er tax as per Statement of Proﬁt and Loss a�ributable to 2,76,14,281.41 4,06,41,999.99 B. Weighted average number of Equity Shares for compu�ng Basic Earnings Per Share 28957012 26283288 C. Add Poten�al number of equity shares that would arise on exercise of warrants 119475 1,19,475.00 Weighted average number of Equity Shares for compu�ng Diluted Earnings Per Share 29076487 26402763 D Basic Earnings per Share (A /B) 0.95 1.55 E Diluted Earning per share 0.94 1.54 F Face value per Equity Share 10.00 10.00

108 25 Addi�onal Disclosure as per RBI Pruden�al Norms

25.1 Loan Classiﬁca�on and Provision for Assets 25 Addi�onal Disclosure as per RBI Pruden�al Norms As per "Non-Banking Financial Company - Non-Systemically Important Non-Deposit taking Company (ReserveAnnual Bank) Direc�ons,Report 2016", 2018-19 25.1 L(RBI/DNBR/2016-17/44,oan Classiﬁca�on and P rMasterovision Direc�on for Asse tDNBR.PD.007/03.10.119/2016-17s ) the Company is required to make a provision for standard Asassets per at "Non-Banking 0.25 percent Financial of the outstanding. Company - ProvisionNon-Systemically has also Importantto be made Non-Deposit on the outstanding taking Company balance of (Reserve non performing Bank) Direc�ons, assets, 2016", (RBI/DNBR/2016-17/44,restructured standard assets Master and Direc�on restructured DNBR.PD.007/03.10.119/2016-17 sub-standard assets at 10%, 5% ) theand Company 10% respec�vely. is required The to details make aof provision the provision for standard for the assetsyear is atprovided 0.25 percent as under: of the outstanding. Provision has also to be made on the outstanding balance of non performing assets, restructured standard assets and restructured sub-standard assets at 10%, 5% and 10% respec�vely. The details of the provision for the year is provided as under: Par�culars Gross Loan Outstanding Provision for assets Net Loan Outstanding

1 SecPaurr�ecdu andlars UnsecureGd rLooanss Lsoan Outstanding Provision for assets Net Loan Outstanding

1 Secured and UnAsecs ounre 31-03-201d Loans 9 As on 31-03-2018 As on 31-03-2019 As on 31-03-2018 As on 31-03-2019 As on 31-03-2018 Rs Ps Rs Ps Rs Ps Rs Ps Rs Ps Rs Ps A Business Loan As on 31-03-2019 As on 31-03-2018 As on 31-03-2019 As on 31-03-2018 As on 31-03-2019 As on 31-03-2018 (i) Standard Rs Ps Rs Ps Rs Ps Rs Ps Rs Ps Rs Ps A BAusssientess Loan 39,46,45,680.00 54,58,91,887.00 9,86,614.00 13,64,730.00 39,36,59,066.00 54,45,27,157.00 (i) Stubandstandrd ard (ii) Asset 39 1,4603,4500,680000.00 54,58,91,887.00 10 9,3086,000614.00 13,64,730.00 39 , 3692 ,5970,066000.00 54 , 45 , 27 , 157 -.00 Restructured Substandard Standard (ii) Asset 1,03,00,000.00 10,30,000.00 92 ,70,000.00 - (iii) RAesssetrtuctured - - - SRteasndtruacrtdu red (iii)iv) ASubsse sttandard - - - - Restructured (iv) Sub standard 40 , 49 , 45 , 680 -.00 54,58,91,887.00 20 , 16 , 614 -.00 13 ,64,730.00 40 , 29 , 29 , 066 -.00 54 , 45 , 27 , 157 -.00

A 40s o,n49 31-03-201,45,680.090 A s 54 o,n58 31-03-201,91,887.080 A s o n20 31-03-201,16,614.009 A s o n 13 31-03-201,64,730.080 A s 40 on,29 31-03-201,29,066.090 A s 54on,45 31-03-201,27,157.080 B Property Rs Ps Rs Ps Rs Ps Rs Ps Rs Ps Rs Ps loan/ As on 31-03-2019 As on 31-03-2018 As on 31-03-2019 As on 31-03-2018 As on 31-03-2019 As on 31-03-2018 Standard (Bi) Property Rs Ps Rs Ps Rs Ps Rs Ps Rs Ps Rs Ps lAossane/t 2,94,53,199.00 2,90,13,004.00 73,633.00 72,534.00 2,93,79,566.00 2,89,40,470.00 (i)ii) SAtssandetard - - - - (iii) AStssandetard 2 , 94 , 53 , 199 -.00 2,90,13,004.00 73 , 633 -.00 72,534.00 2 , 93 , 79 , 566 -.00 2 , 89 , 40 , 470 -.00 (ii) AResssetrtuctured - - - - (iii) Stuband staarndd ard - - - - (iv) RAesssetrtuctured - - - - Sub standard 2,94,53,199.00 2,90,13,004.00 73,633.00 72,534.00 2,93,79,566.00 2,89,40,470.00 (iv) Asset - - - -

2,94,53,199.00 2,90,13,004.00 73,633.00 72,534.00 2,93,79,566.00 2,89,40,470.00 As on 31-03-2019 As on 31-03-2018 As on 31-03-2019 As on 31-03-2018 As on 31-03-2019 As on 31-03-2018 C Housing Loan Rs Ps Rs Ps Rs Ps Rs Ps Rs Ps Rs Ps As on 31-03-2019 As on 31-03-2018 As on 31-03-2019 As on 31-03-2018 As on 31-03-2019 As on 31-03-2018 (i) Standard C Asset 9,96,411.00 2,491.00 9,93,920.00 - Housing Loan Rs Ps Rs Ps Rs Ps Rs Ps Rs Ps Rs Ps (ii) Asset - - - - (i) Standard AResssetrtuctured 9,96,411.00 2,491.00 9,93,920.00 - (ii)iii) AStssandetard - - - - Restructured Restructured (iv) Sub standard - - - - (iii) Standard - - - - Restructured 9,96,411.00 - 2,491.00 - 9 ,93,920.00 - (iv) Sub standard - - - - As on 31-03-2019 As on 31-03-2018 As on 31-03-2019 As on 31-03-2018 As on 31-03-2019 As on 31-03-2018 9,96,411.00 - 2,491.00 - 9 ,93,920.00 - D Infrastructure Loans Rs Ps Rs Ps Rs Ps Rs Ps Rs Ps Rs Ps Standard As on 31-03-2019 As on 31-03-2018 As on 31-03-2019 As on 31-03-2018 As on 31-03-2019 As on 31-03-2018 (i) Infrastructure D Asset R s 87 , 50 , 358 P.s00 Rs Ps R s 21 , 876 P.s00 Rs Ps R s 87 , 28 , 482 Ps.00 Rs Ps SLoubanstsandard Standard (i)ii) Asset - - - Asset 87,50,358.00 21,876.00 87 ,28,482.00 (iii) Subtandstandrd ard - - - (ii)iv) ASubsse sttandard - - - (iii) Standard - - - 87,50,358.00 - 21,876.00 - 87,28,482.00 - (iv) Sub standard - - -

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

As on 31-03-2019 As on 31-03-2018 As on 31-03-2019 As on 31-03-2018 As on 31-03-2019 As on 31-03-2018 E Rs Ps Rs Ps Rs Ps Rs Ps Rs Ps Rs Ps Other Loans As on 31-03-2019 As on 31-03-2018 As on 31-03-2019 As on 31-03-2018 As on 31-03-2019 As on 31-03-2018 (Ei) Standard Rs Ps Rs Ps Rs Ps Rs Ps Rs Ps Rs Ps OAsstheetr Loans 40,15,690.00 10,039.00 40 ,05,651.00 - (i)ii) SAsstaendt Reasrtrdu ctured - - - - SAtssandetard 40,15,690.00 10,039.00 40 ,05,651.00 - (iii)ii) Asssseet Rtestructured 31 , 95 , 157 -.00 1 , 59 , 758 -.00 30 , 35 , 399 -.00 - RSteasndtruacrtdu red Sub standard (iv)iii) Asset 31 , 95 , 157 -.00 1 , 59 , 758 -.00 30 , 35 , 399 -.00 - Restructured Sub standard (iv) Asset 72 , 10 , 847 -.00 - 1 , 69 , 797 -.00 - 70 , 41 , 050 -.00 - 72,10,847.00 - 1,69,797.00 - 70,41,050.00 - 109 As on 31-03-2019 As on 31-03-2018 As on 31-03-2019 As on 31-03-2018 As on 31-03-2019 As on 31-03-2018 F Real Estate Rs Ps Rs Ps Rs Ps Rs Ps Rs Ps Rs Ps Loans (i) Standard Asset 2,01,94,131.00 50,485.00 2,01,43,646.00 - (ii) Asset - - - - (iii) Standard - - - - Restructured Sub standard (iv) Asset - - - -

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

As on 31-03-2019 As on 31-03-2018 As on 31-03-2019 As on 31-03-2018 As on 31-03-2019 As on 31-03-2018 G Rs Ps Rs Ps Rs Ps Rs Ps Rs Ps Rs Ps Micro Loans (i) Standard Asset 1,24,04,484.00 31,011.00 1,23,73,473.00 - Substandard (ii) Asset - - - - (iii) Standard - - - - (iv) Sub standard Asset - - - - 1,24,04,484.00 - 31,011.00 - 1,23,73,473.00 -

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

25.2 Schedule to the Balance Sheet Disclosure of details as required by Revised Para 18 of "Non-Banking Financial Company - Non-Systemically Important Non-Deposit Dtakingisclos uCompanyre of det ails (Reserve as requ Bank)ired b Direc�ons,y Revised P 2016".ara 18 of "Non-Banking Financial Company - Non-Systemically Important Non-Deposit taking Par�culars Amount outstanding Amount Amount Amount overdue as Amount overdue as LIABILITIES SIDE outstanding as on outstanding as on on 31.03.2019 on 31.03.2018 31.03.2019 31.03.2018 1 Loans and advances availed by the non-banking ﬁnancial company inclusive of interest accrued thereon but not paid: (a) Debentures - Secured 6,96,37,618.00 - 7,69,80,356.00 - - Unsecured 2,04,00,000.00 1,67,50,000.00 (b) Deferred Credits - - - - (c) Term Loans 8,76,76,549.00 10,02,36,499.00 (d) Inter-corporate loans and borrowing - - - - (e) Commercial Paper

- - - - (f) Public deposits - - - - (g) Other Loans (specify nature)

Bank (Short term) 7,94,11,629.28 5,23,84,253.12 110 Annual Report 2018-19

2 Break up of I (f) above (Outstanding public Nil Nil deposits inclusive of interest accrued thereon but not paid) (a) In the form of Unsecured debentures (b) In the form of partly secured debentures i.e. debentures where there is a shor�all in the value of security (c) Other public deposits ASSETS SIDE 3 Break-up of Loans and Advances including bills receivables [other than those included in (4) below] : (a) Secured 52,26,97,450.00 50,67,28,155.00 (b) Unsecured 13,46,19,052.30 6,81,76,736.00

(ii) Stock on hire including hire charges under sundry (dae)b Atossrests on hire (b) Repossessed Assets (iii) Other loans coun�ng towards asset ﬁnancing ac�vi�es (a) Loans where assets have been repossessed (b) Loans other than (a) above

5 Break-up of Investments : Current Investments : 1 Quoted : (i) Shares : (a) Equity - - (b) Preference - - (ii) Debentures and Bonds - - (iii) Units of mutual funds - - (iv) Government Securi�es - - (v) Others (please specify) - - 2 Unquoted : (i) Shares : (a) Equity - - (b) Preference - - (ii) Debentures and Bonds - - (iii) Units of mutual funds - - (iv) Government Securi�es - - (v) Others (please specify) - - Long Term investments : 1. Quoted : (i) Shares : (a) Equity - - (b) Preference - - (ii) Debentures and Bonds - - (iii) Units of mutual funds - - (iv) Government Securi�es - - (v) Others (please specify) - - 2. Unquoted : (i) Shares : (a) Equity 1,05,84,000.00 70,84,000.00 (b) Preference - - (ii) Debentures and Bonds - - (iii) Units of mutual funds - - (iv) Government Securi�es - - (v) Others (please specify) - - 6 Borrower group-wise classiﬁca�on of assets ﬁnanced as in (3) and (4) above : Secured Unsecured Total Category 31.03.2019 31.03.2019 31.03.2019 1. Related Par�es - - - (a) Subsidiaries - - - (b) Companies in the same group - - - (c) Other related par�es - - - 2. Other than related par�es 52,26,97,450.00 13,46,19,052.30 65,73,16,502.30 Total 52,26,97,450.00 13,46,19,052.30 65,73,16,502.30

111 7 Investor group-wise classification of all investments (current and long term) in shares and securities (both quoted and unquoted): Amount as on 31.03.2019 Market Category Book Value (Net of Value/Break up or Provisions) fair value or NAV 1. Related Parties (a) Subsidiaries 1,05,84,000.00 1,05,84,000.00 (b) Companies in the same group - - (c) Other related parties - - 2. Other than related parties - - Total - -

8 Other Information Particulars As on 31.03.2019 As on 31.03.2018 Rs Ps Rs Ps (i) Gross Non-Performing Assets 5,37,38,257.00 - (a) Related parties - - (b) Other than related parties 5,37,38,257.00 - (ii) Net Non-Performing Assets 4,83,64,431.00 - (a) Related parties - - (b) Other than related parties 4,83,64,431.00 - (iii) Assets acquired in satisfaction of debt - -

Disclosure of Restructured Accounts 25.3

Disclosure of Restructured Accounts

Type of Sl. No. Restructuring Others

Provision thereon 2 Fresh restructuring during the year No. of borrowers 3 1 3 Amount outstanding 3,29,20,779.00 34,38,257.00 3,63,59,036.00

Provision thereon 1646039 343826 19,89,865.00 3 Upgradations to restructured standard category during the FY No. of borrowers Amount outstanding

Provision thereon

112 Annual Report 2018-19

4 Restructured standard advances which cease to a�ract higher provisioning and / or addi�onal risk weight at the end of the FY and hence need not be shown as restructured standard advances at the beginning of the next FY No. of borrowers Amount outstanding

Provision thereon 5 Downgrada� on s of restructured accounts during the FY No. of borrowers Amount outstanding

Provision thereon 6 Write-oﬀs of restructured accounts during the FY No. of borrowers Amount outstanding

Provision thereon 7 Restructured Accounts as on March 31 of the FY (closing ﬁgures*) No. of borrowers 3 1 4 Amount outstanding 32920779 3438257 36359036

Provision thereon 1646039 343826 1989865 * Excluding the ﬁgures of Standard Restructured Advances which do not a�ract higher provisioning or risk weight (if applicable).

26 Previous year’s figures have been regrouped and reclassified wherever necessary to conform to the current year’s classifica�on. 113 As per our separate report of even date a�ached For Krishnamoorthy & Krishnamoorthy Chartered Accountants For and on behalf of the Board (Registra�on No: 001488S) Sd/- Sd/- P.G. Jayakumar M G Menon Sd/- Managing Director Director R.Venugopal Din :03390963 Din :6598286 Partner Sd/- Sd/- M No 202632 Ajith Prasad G S Jagadeesan T S Kochi Chief Financial Officer Managing Director 13.07.2019 Din :6775429 Sd/- Sripriya M Shenoy Company Secretary 4 Restructured standard advances which cease to a�ract higher provisioning and / or addi�onal risk weight at the end of the FY and hence need not be shown as restructured standard advances at the beginning of the next FY No. of borrowers Amount outstanding

Provision thereon 5 Downgrada� on s of restructured accounts during the FY No. of borrowers Amount outstanding

Provision thereon 6 Write-oﬀs of restructured accounts during the FY No. of borrowers Amount outstanding

Provision thereon 7 Restructured Accounts as on March 31 of the FY (closing ﬁgures*) No. of borrowers 3 1 4 Amount outstanding 32920779 3438257 36359036

Provision thereon 1646039 343826 1989865 * Excluding the ﬁgures of Standard Restructured Advances which do not a�ract higher provisioning or risk weight (if applicable).

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

As per our separate report of even date a�ached For Krishnamoorthy & Krishnamoorthy Chartered Accountants For and on behalf of the Board (Registra�on No: 001488S) Sd/- Sd/- P.G. Jayakumar M G Menon Sd/- Managing Director Director R.Venugopal Din :03390963 Din :6598286 Partner Sd/- Sd/- M No 202632 Ajith Prasad G S Jagadeesan T S Kochi Chief Financial Oﬃcer Managing Director 13.07.2019 Din :6775429 Sd/- Sripriya M Shenoy Company Secretary

114 Annual Report 2018-19

INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF GOSREE INSURANCE BROKING PRIVATE LIMITED Report on the Standalone Financial Statements

Opinion 2013 (“the Act”) with respect to the preparation of these standalone financial statements that give a true and fair We have audited the accompanying standalone financial view of the financial position, financial performance statements of GOSREE INSURANCE BROKING and cash flows of the Company in accordance with PRIVATE LIMITED (“the company”) which comprises the accounting principles generally accepted in India, the Balance Sheet as at 31st March 2019, the Statement including the Accounting Standards specified under of Profit and Loss, and statement of cash flows for the Section 133 of the Act, read with Rule 7 of the Companies year then ended, and notes to the financial statements, (Accounts) Rules, 2014. This responsibility also includes including a summary of significant accounting policies maintenance of adequate accounting records in accordance and other explanatory information. with the provisions of the Act for safeguarding the assets of In our opinion and to the best of our information and the Company and for preventing and detecting frauds and according to the explanations given to us, the aforesaid other irregularities; selection and application of appropriate standalone financial statements give the information accounting policies; making judgments and estimates that required by the Companies (“Act”) 2013 in the manner so are reasonable and prudent; and design, implementation required and give a true and fair view in conformity with and maintenance of adequate internal financial controls, the accounting principles generally accepted in India, of that were operating effectively for ensuring the accuracy the state of affairs of the Company as at March 31, 2019, and completeness of the accounting records, relevant to the and loss and its cash flows for the year ended on that date. preparation and presentation of the standalone financial statements that give a true and fair view and are free from Basis for Opinion material misstatement, whether due to fraud or error. We conducted our audit in accordance with the Standards In preparing the standalone financial statements, on Auditing (SAs) specified under section 143(10) of management is responsible for assessing the Company’s the Companies Act, 2013. Our responsibilities under ability to continue as a going concern, disclosing, as those Standards are further described in the Auditor’s applicable, matters related to going concern and using the Responsibilities for the Audit of the standalone Financial going concern basis of accounting unless management Statements section of our report. We are independent of either intends to liquidate the Company or to cease the Company in accordance with the Code of Ethics issued operations, or has no realistic alternative but to do so. by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit The Board of Directors are responsible for overseeing the of the standalone financial statements under the provisions Company’s financial reporting process. of the Companies Act, 2013 and the Rules there under, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Auditor’s Responsibility for the Audit of the Financial Ethics. We believe that the audit evidence we have obtained Statements is sufficient and appropriate to provide a basis for our audit Our objectives are to obtain reasonable assurance about opinion on the standalone financial statements. whether the financial statements as a whole are free from Responsibility of Management for the Standalone Financial material misstatement, whether due to fraud or error, Statements and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is The Company’s Board of Directors is responsible for the not a guarantee that an audit conducted in accordance matters stated in Section 134(5) of the Companies Act, with SAs will always detect a material misstatement when 115 it exists. Misstatements can arise from fraud or error We communicate with those charged with governance and are considered material if, individually or in the regarding, among other matters, the planned scope and aggregate, they could reasonably be expected to influence timing of the audit and significant audit findings, including the economic decisions of users taken on the basis of these any significant deficiencies in internal control that we financial statements. identify during our audit. As part of an audit in accordance with SAs, we exercise We also provide those charged with governance with professional judgment and maintain professional a statement that we have complied with relevant skepticism throughout the audit. We also: ethical requirements regarding independence, and to communicate with them all relationships and other • Identify and assess the risks of material misstatement of matters that may reasonably be thought to bear on our the standalone financial statements, whether due to fraud independence, and where applicable, related safeguards or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient Report on Other Legal and Regulatory Requirements and appropriate to provide a basis for our opinion. The risk 1. As required by the Companies (Auditor’s Report) Order, of not detecting a material misstatement resulting from 2016 (“the Order”) issued by the Central Government of fraud is higher than for one resulting from error, as fraud India in terms of sub-section (11) of section 143 of the may involve collusion, forgery, intentional omissions, Act, we give in the Annexure A a statement on the matters misrepresentations, or the override of internal control. specified in paragraphs 3 and 4 of the Order. • Obtain an understanding of internal financial controls 2. As required by Section 143 (3) of the Act, we report relevant to the audit in order to design audit procedures that: that are appropriate in the circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing a. We have sought and obtained all the information and our opinion on whether the Company has adequate explanations which to the best of our knowledge and belief internal financial controls system in place and the operating were necessary for the purposes of our audit. effectiveness of such controls. b. In our opinion proper books of account as required by • Evaluate the appropriateness of accounting policies law have been kept by the Company so far as appears from used and the reasonableness of accounting estimates and our examination of those books. related disclosures made by management. c. The Balance Sheet, Statement of Profit and Loss and • Conclude on the appropriateness of management’s Cash Flow Statement dealt with by this Report are in use of the going concern basis of accounting and, based agreement with the relevant books of account. on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that d. In our opinion, the aforesaid standalone financial may cast significant doubt on the Company’s ability to statements comply with the Accounting Standards continue as a going concern. If we conclude that a material specified under Section 133 of the Act, read with Rule 7 of uncertainty exists, we are required to draw attention in our the Companies (Accounts) Rules, 2014. auditor’s report to the related disclosures in the standalone e. On the basis of written representations received from financial statements or, if such disclosures are inadequate, the directors as on 31st March 2019, and taken on record by to modify our opinion. Our conclusions are based on the the Board of Directors, none of the directors is disqualified audit evidence obtained up to the date of our auditor’s as on 31st March 2019, from being appointed as a director report. However, future events or conditions may cause in terms section 164 (2) of the Act. the Company to cease to continue as a going concern. f. With respect to the adequacy of the internal financial • Evaluate the overall presentation, structure and controls over financial reporting of the Company and content of the standalone financial statements, including the operating effectiveness of such controls, refer to our the disclosures, and whether the standalone financial separate report in “Annexure B”. statements represent the underlying transactions and events in a manner that achieves fair presentation. g. With respect to the other matters to be included in the Auditor’s Report in accordance with the requirements of section 197(16) of the Act, in our opinion and to the 116 Annual Report 2018-19 best of our information and according to the explanations ANNEXURE - A TO THE AUDITORS’ REPORT given to us, the remuneration paid by the Company to (Referred to in paragraph 1 under the heading ‘Report its directors during the year is in accordance with the on Other Legal and Regulatory Requirements’ section of provisions of section 197 of the Act. our independent audit report of even date on standalone h. With respect to the other matters to be included in Financial Statements for the year ended 31st March 2019) the Auditor’s Report in accordance with Rule 11 of the 1. In respect of fixed assets of the Company Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according a) The Company has maintained proper records showing to the explanations given to us: full particulars, including quantitative details and situation of fixed assets. (i) Company does not have any pending litigations which would impact its financial position; b) The fixed assets were physically verified during the year by the management. According to the information and (ii) The Company did not have any long-term contracts explanations given to us, no material discrepancies were including derivative\ contracts for which there were any noticed on such verification. material foreseeable losses. c) As per the information and explanation given to us, the (iii) There were no amounts which are required to be Company is not holding any immovable assets. transferred to the Investor Education and Protection Fund by the Company. 2 The Company is a service company. Accordingly, it does not hold any physical inventories. Thus, paragraph 3(ii) of the Order is not applicable. For Krishnamoorthy and Krishnamoorthy 3. The Company has not granted any loans, secured or Chartered Accountants unsecured to companies, firms or other parties covered Firm Reg No.001488S in the register maintained under section 189 of the Companies Act, 2013. 4. According to the information and explanations given Sd/- to us and on the basis of the records of the Company R.Venugopal examined by us, the Company has not given any loans or Partner given any guarantees or provided any security or made any investments for which the provisions of sections 185 and Membership No.202632 186 are applicable. 5. In our opinion and according to the information Kochi and explanations given to us, the Company has not 13.07.2019 accepted deposits during the year and does not have any unclaimed deposits. Thus, the provisions of the clause 3 (v) of the Order are not applicable to t h e Company. 6. According to the information and explanation given to us, the Central Government has not prescribed the maintenance of cost records under section 148 (1) of the Companies Act, 2013 for the services rendered by the Company. 7. a) According to the information and explanations given to us and on the basis of out examination of the records of the Company, the company is regular in depositing undisputed statutory dues including provident fund, employees' state insurance, income t a x , 117 sales tax service tax, duty of customs, duty of excise, 14. During the year the Company has not made any value added tax, cess and any other statutory dues to the preferential allotment or private placement of shares appropriate authorities to the extent applicable to the or fully or partly convertible debentures and hence Company. According to the information and explanations reporting under clause (xiv) of CARO 2016 is not given to us, no undisputed amounts payable applicable to the Company in respect of statutory dues were in arrears as at 31March 15. According to the information and explanations given 2019 for a period of more than six months from the to us and based on our examination of the records of date they became payable. the Company, the Company has not entered into non-cash b) According to the information and explanation given to transactions with directors or persons connected with us there are no disputed him. Accordingly, paragraph 3(xv) of the Order i s amounts of tax which have not been deposited with the not applicable. authorities as at 31.03.2019. 16. The company is not required to be registered under 8. As per information and explanation furnished to us section 45-IA of the Reserve Bank of India Act 1934. and according to our examination of the records of the Company, the Company has not defaulted in repayment of loans or borrowings to Banks. The Company has not taken For Krishnamoorthy and Krishnamoorthy any loans or borrowings from any financial institutions and government or raised any money by issue of debentures. Chartered Accountants 9. According to the information and explanations given to Firm Reg No.001488S us and the records of the Company examined by us, no moneys were raised by way of initial public offer or further public offer (including debt) or term loans. Accordingly, Sd/- the reporting requirement under clause (ix) of paragraph R.Venugopal 3 of the Order is not applicable. Partner 10. According to the information and explanations given to us, no fraud by the Company or on the Company by Membership No.202632 its officers or employees has been noticed or reported during the year. Kochi 11. According to the information and explanations give to us and based on our examination of the records of the 13.07.2019 Company, the Company has paid/provided for managerial remuneration in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Act. 12. In our opinion and according to the information and explanations given to us, the Company is not a Nidhi company. Accordingly, paragraph 3(xii) of the Order is not applicable. 13. As per information and explanation furnished to us and according to our examination of the records of the Company all transactions with the related parties are in compliance with sections 188 of Companies Act, 2013 where applicable and the details have been disclosed in the Financial Statements as required by the applicable accounting standards.

118 Annual Report 2018-19

Annexure - B to the Auditors’ Report Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical (Referred to in paragraph 2 (f) under ‘Report on Other requirements and plan and perform the audit to obtain Legal and Regulatory Requirements’ section of our report reasonable assurance about whether adequate internal of even date) financial controls over financial reporting was established Report on the Internal Financial Controls under Clause and maintained and if such controls operated effectively in (i) of Sub-section 3 of Section 143 of the Companies Act, all material respects. 2013 (“the Act”) Our audit involves performing procedures to obtain audit We have audited the internal financial controls over evidence about the adequacy of the internal financial financial reporting of GOSREE INSURANCE BROKING controls over financial reporting and their operating PRIVATE LIMITED (“the Company”) as of 31st March effectiveness. Our audit of internal financial controls over 2019 in conjunction with our audit of the standalone financial reporting included obtaining an understanding financial statements of the Company for the year ended of internal financial controls over financial reporting, on that date. assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of Management’s Responsibility for Internal Financial internal control based on the assessed risk. The procedures Controls selected depend on the auditor’s judgment, including the The Company’s management is responsible for establishing assessment of the risks of material misstatement of the and maintaining internal financial controls based on financial statements, whether due to fraud or error. the internal control over financial reporting criteria We believe that the audit evidence we have obtained is established by the Company considering the essential sufficient and appropriate to provide a basis for our audit components of internal control stated in the Guidance opinion on the Company’s internal financial controls over Note on Audit of Internal Financial Controls over financial reporting. Financial Reporting issued by the Institute of Chartered Accountants of India (‘ICAI’). These responsibilities Meaning of Internal Financial Controls over Financial include the design, implementation and maintenance of Reporting adequate internal financial controls that were operating A company's internal financial control over financial effectively for ensuring the orderly and efficient conduct reporting is a process designed to provide reasonable of its business, including adherence to company’s policies, assurance regarding the reliability of financial reporting the safeguarding of its assets, the prevention and detection and the preparation of financial statements for external of frauds and errors, the accuracy and completeness of the purposes in accordance with generally accepted accounting records, and the timely preparation of reliable accounting principles. A company's internal financial financial information, as required under the Companies control over financial reporting includes those policies and Act, 2013. procedures that (1) pertain to the maintenance of records Auditors’ Responsibility that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; Our responsibility is to express an opinion on the Company's (2) provide reasonable assurance that transactions are internal financial controls over financial reporting based recorded as necessary to permit preparation of financial on our audit. We conducted our audit in accordance with statements in accordance with generally accepted the Guidance Note on Audit of Internal Financial Controls accounting principles, and that receipts and expenditures over Financial Reporting (the “Guidance Note”) and the of the company are being made only in accordance Standards on Auditing, issued by ICAI and deemed to with authorisations of management and directors of the be prescribed under section 143(10) of the Companies company; and (3) provide reasonable assurance regarding Act, 2013, to the extent applicable to an audit of internal prevention or timely detection of unauthorised acquisition, financial controls, both applicable to an audit of Internal use, or disposition of the company's assets that could have Financial Controls and, both issued by the Institute of a material effect on the financial statements.

119 Inherent Limitations of Internal Financial Controls Opinion over Financial Reporting In our opinion, the Company has, in all material respects, Because of the inherent limitations of internal financial an adequate internal financial controls over financial controls over financial reporting, including the possibility reporting and such internal financial controls over of collusion or improper management override of controls, financial reporting were operating effectively as at 31st material misstatements due to error or fraud may occur March 2019, based on the internal control over financial and not be detected. Also, projections of any evaluation reporting criteria established by the Company considering of the internal financial controls over financial reporting the essential components of internal control stated in the to future periods are subject to the risk that the internal Guidance Note on Audit of Internal Financial Controls financial control over financial reporting may become Over Financial Reporting issued by the Institute of inadequate because of changes in conditions, or that the Chartered Accountants of India. degree of compliance with the policies or procedures may deteriorate. For Krishnamoorthy and Krishnamoorthy Chartered Accountants Firm Reg No.001488S

Sd/- R.Venugopal Partner Membership No.202632 Kochi 13.07.2019

120 Annual Report 2018-19

GOSREE INSURANCE BROKING SERVICES PRIVATE LIMITED Balance Sheet as at 31st March 2019

As at As at PARTICULARS Note no 31.03.2019 31.03.2018 Rs Ps Rs Ps I EQUITY AND LIABILITIES 1 Shareholders' Funds a. Share Capital 3 1,05,00,000.00 70,00,000.00 b. Reserves and Surplus 4 (41,43,921.33) ( 23,54,377.52) 63,56,078.67 46,45,622.48 2 Current Liabili�es a. Short Term Borrowings 5 8,00,000.00 1,90,000.00 c. Other Current Liabili�es 6 4,02,368.50 1,02,665.24 12,02,368.50 2 ,92,665.24

Total 75,58,447.17 49,38,287.73

II ASSETS 1 Non-Current Assets a. Property, Plant & Equipment 7 3,30,423.53 3,13,820.77 b. Intangible Assets 7 2,29,952.87 29,377.30 c. Long term loans and advances 8 - 1,80,000.00 d. Other Assets 9 15,86,221.00 14,96,520.00 21,46,597.40 20,19,718.06 2 Current assets a Cash and Cash Equivalents 10 44,36,691.66 26,32,583.70 b Trade Receivables 11 6,27,894.09 1,85,719.59 c. Other Current Assets 12 3,47,264.02 1,00,266.37 54,11,849.77 29,18,569.66

Total 75,58,447.17 49,38,287.73

Signiﬁcant Accoun�ng Policies 1,2 and 18 and Notes on Accounts

The accompanying notes are an integral part of the ﬁnancial statements. As per our separate report of even date a�ached For Krishnamoorthy & Krishnamoorthy For and on behalf of the Board Chartered Accountants (Registra�on No: 001488S) Sd/- Sd/- Noby Thomas P.G. Jayakumar Managing Director Director Sd/- DIN: 07387435 Din :03390963 R.Venugopal Partner Sd/- M No 202632 Jagadeesan Kochi Director 13.07.2019 DIN: 6775429

121 GOSREE INSURANCE BROKING SERVICES PRIVATE LIMITED Statement of Proﬁt and Loss for the year ended 31st March 2019

For the year ended For the year ended PARTICULARS Note no 31.03.2019 31.03.2018 Rs Ps Rs Ps I INCOME a.Income frome opera�on 13 2253920.02 870906.40 b.Other Income 14 2,71,449.38 2,13,374.15 Total Revenue 25,25,369.40 10,84,280.55

ll EXPENSES a. Employee Beneﬁt Expenses 15 29,80,008.00 18,39,658.00 b. Finance cost 16 18,906.00 537.00 c. Deprecia�on 7 1,20,934.44 73,136.43 d. Other Expenses 17 11,95,064.77 9,49,077.39 Total Expenses ( a + b + c) 43,14,913.21 28,62,408.82

lll Proﬁt/(Loss) before tax (I - II) (17,89,543.81) (17,78,128.27) IV Tax expense: a. Current tax - - b. Deferred Tax - - c. Prior Period Taxes - - V Proﬁt for the Year (lll - lV) (17,89,543.81) (17,78,128.27)

VI Earnings per share(Basic/Diluted) (in Rs) 18 ( 2.14) (2.54)

Signiﬁcant Accoun�ng Policies and Notes on Accounts 1,2 and 19

The accompanying notes are an integral part of the ﬁnancial statements. As per our separate report of even date a�ached For Krishnamoorthy & Krishnamoorthy For and on behalf of the Board Chartered Accountants (Registra�on No: 001488S) Sd/- Sd/- Noby Thomas P.G. Jayakumar Managing Director Director Sd/- DIN: 07387435 Din :03390963 R.Venugopal Partner Sd/- M No 202632 Jagadeesan Kochi Director 13.07.2019 DIN: 6775429

122 Annual Report 2018-19

GOSREE INSURANCE BROKING SERVICES PRIVATE LIMITED CASH FLOW STATEMENT FOR THE YEAR ENDED 31st MARCH 2019 Par�culars For the year ended 31.03.2019 31.03.2018 Rs. Ps Rs. Ps A . Cash flow from opera�ng Ac�vi�es Net Profit (Loss) before tax and extraordinary items (17,89,543.81) (17,78,128.27) Adjustment for: Deprecia�on and amor�za�on 1,20,934.44 73 ,136.43 Interest Income (2,71,449.38) (2,13,374.15) Interest Expense Opera�ng profit before working capital changes (19,40,058.75) (19,18,365.99) Movements in working capital : Increase/ (decrease) in other current liabili�es and provisions 9,09,703.26 2,63,793.24 Decrease / (increase) in long-term loans and advances 1,80,000.00 14,11,889.00 Decrease / (increase) in other asset (89,701.00) (14,96,520.00) Decrease / (increase) in short-term loans and advances - - Decrease / (increase) in other current assets (6,89,172.15) (2,81,343.96) Decrease / (increase) in other curret deposite Cash generated from /(used in) opera�ons (16,29,228.64) (20,20,547.71) Direct taxes paid (net of refunds) Net cash flow from/ (used in) opera�ng ac�vi�es (A) (16,29,228.64) (20,20,547.71) B. CASH FLOWS FROM INVESTING ACTIVITIES Purchase of fixed assets, including CWIP (3,38,112.78) (1,21,003.74) Investment in Subsidiary Companies - Interest received 2,71,449.38 2,13,374.15 Net cash flow from/ (used in) inves�ng ac�vi�es (B) (66,663.40) 92,370.41 C. CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from Issue/ allotment of shares 35 ,00,000.00 - Net cash flow from/ (used in) financing ac�vi�es (C) 35,00,000.00 -

Net increase/(decrease) in cash and cash equivalents (A + B + C) 18 ,04,107.96 (19,28,177.30) Cash and cash equivalents at the beginning of the year 26 ,32,583.70 45,60,761.00 Cash and cash equivalents at the end of the year 44,36,691.66 26 ,32,583.70 Components of cash and cash equivalents Cash on hand 559.00 486.00 With banks 44 ,36,132.66 26,32,097.70 Total cash and cash equivalents 44,36,691.66 26 ,32,583.70

Cash and cash equivalents at the end of the year includes Rs.42.32 Lacs (Rs.25.85 Lacs) held under lien.

As per our separate report of even date a�ached For and on behalf of the Board For Krishnamoorthy & Krishnamoorthy Chartered Accountants Sd/- Sd/- (Registra�on No: 001488S) Noby Thomas Jagadeesan Managing Director Director DIN: 07387435 DIN: 6775429 Sd/- Sd/- R.Venugopal P. Alexander Kurian Partner Director M No 202632 DIN: 07649832 Kochi 02.05.2017 123 GOSREE INSURANCE BROKING SERVICES PRIVATE LIMITED, COCHIN Significant Accounting Policies & Notes on Accounts

Note No:

1 NATURE OF OPERATION

GOSREE INSURANCE BROKING SERVICES PRIVATE LIMITED was incorporated as a Private limited company on August 1, 2016 to carry on the business of Direct Insurance Broking. The Company obtained license from Insurance Regulatory and Development Authority on 19.03.2017

2 SIGNIFICANT ACCOUNTING POLICIES

2.1 Basis of Accounting The financial statements of the Company are prepared in accordance with the Generally Accepted Accounting Principles in The Financial Statements are prepared under the historical cost convention, on accrual basis of accounting.

2.3 Revenue Recognition Revenue is recognised to the extent that it is probable that economic benefits will flow to the company and the revenue can be reliably measured. The revenue recognition is as under: A. Income from services is recognised as per the terms of contract on accrual basis. Revenue is recognised on accrual basis to the extent it is realizable. (Except when there are significant uncertainities).

B. Interest on deposits is recognized on a time proportion basis taking into account the amount outstanding and the rate applicable. Interest income accrued but not due is shown separately in the financial statements.

2.4 Employee Benefits A. Short Term Employee Benefits All employee benefits payable wholly within twelve months of redering service are classified as short-term employee benefits and recognised in the period in which the employee renders the related service. B. Defined Benefit Plan- Gratuity to Employees No provision for gratuity is provided in the books of accounts as the number of employees fall below the minimum number required under the Payment of Gratuity Act, 1972.

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

2.6 Depreciation Depreciation is provided using straight line method at the following rates, which is management’s estimate of the useful lives Nature of asset Useful Life in Years Computer equipment 3 Furniture and fixtures & Electrical equipments 10 Office equipment 5 Software & Website 3

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

124 Annual Report 2018-19

2.8 Earnings per share Basic/ diluted earnings per share is calculated by dividing the net profit or loss for the year attributable to equity shareholders (after deducting attributable taxes) by the weighted average number of equity shares/ dilutive potential equity shares outstanding as at the end of the year as the case may be.

2.9 Provisions, Contingent Liabilities and Contingent Assets (i) Provisions are recognised when the company has a present obligation as a result of a past event, for which it is probable that a cash outflow will be required and a reliable estimate can be made of the amount of the obligation. Provisions are not discounted to its present value and are determined based on management estimate required to settle the obligation at the Balance Sheet date. These are reviewed at each Balance Sheet date and adjusted to reflect the correct management estimates. (ii) Contingent Liabilities are disclosed when the company has a possible obligation or a present obligation and it is probable that a cash flow will not be required to settle the obligation. For the financial year company has no contingent liability or contingent asset.

3 SHARE CAPITAL As at 31.03.2019 As at 31.03.2018 Rs. Ps. Rs. Ps. Particulars A. Authorised: 12,50,000 (10,00,000) shares of Rs.10 each 1,25,00,000.00 1,00,00,000.00

1,25,00,000.00 1,00,00,000.00 Issued, Subscribed capital & Paid up Capital 1050000 (700000) equity shares of Rs.10 each 1,05,00,000.00 70,00,000.00

Total 1,05,00,000.00 70,00,000.00

3.1 Terms/Rights attached to Equity Shares The company has only one class of equity shares having a par value of Rs.10 per share. Each holder of equity shares is entitled to one vote per share. In the event of liquidation of the company, the holders of the equity shares will be entitled to receive remaining assets of the company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

3.2 Reconciliation of number of shares

Particulars As at 31.03.2019 As at 31.03.2018 No. of shares Rs. Ps. No. of shares Rs. Ps. A. Equity Shares at the beginning of the year 7,00,000.00 70,00,000.00 7,00,000.00 70,00,000.00 B. Shares issued during the period 3,50,000.00 35,00,000.00 C. Number of shares outstanding at the end of the year (A+B) 1050000 10500000 700000 7000000 - 3.3 The details of shareholders holding more than 5% shares :

As at 31.03.2019 As at 31.03.2018 Name of shareholder No. of shares % No. of shares % Gosree Finance Ltd. 1049100 99.91% 699100 99.87%

125 4 RESERVES & SURPLUS As at 31.03.2019 As at 31.03.2018 Particulars Rs. Ps. Rs. Ps. Statement of Profit and Loss Account As per Last Balance Sheet (23,54,377.52) (5,76,249.25) Transfer from Statement of Profit and Loss (17,89,543.81) (17,78,128.27)

Reserves & surplus as at the end of the period (A+B) (41,43,921.33) (23,54,377.52)

5 Short Term Borrowings

As at 31.03.2019 As at 31.03.2018 Particulars Rs. Ps. Rs. Ps. Secured Overdraft from Ujjivan Small Finance Bank 8,00,000.00 1,90,000.00 TOTAL 8,00,000.00 1,90,000.00 Secured against fixed deposit

6 OTHER CURRENT LIABILITIES As at 31.03.2019 As at 31.03.2018 Particulars Rs. Ps. Rs. Ps. Employee emoluments payable 22,602.00 8,609.00 Statutory dues payable 2,11,886.22 47,736.24 Advance from Customers 35,859.28 - Other current liabilities 1,32,021.00 46,320.00 Total 4,02,368.50 1,02,665.24

8 LONG TERM LOANS AND ADVANCES As at 31.03.2019 As at 31.03.2018 8.1 Particulars Rs. Ps. Rs. Ps. A. Security Deposits (unsecured, Considered Good) - 1,80,000.00 Total - 1,80,000.00

9 OTHER ASSETS As at 31.03.2019 As at 31.03.2018 10.1 Particulars Rs. Ps. Rs. Ps. B. Non-Current Deposits with Bank* 15,86,221.00 14,96,520.00 Total 15,86,221.00 14,96,520.00 * Held as Security with Insurance Regulatory and Development Authority

126 Annual Report 2018-19

10 CASH AND CASH EQUIVALENTS As at 31.03.2019 As at 31.03.2018 10.1 Par�culars Rs. Ps. Rs. Ps. A. Cash on hand 559.00 486.00 B. Cash in Bank : in current account (with scheduled bank) 2,03,998.32 55,572.74 C. Cash in Bank : in deposit account(with scheduled bank) * 42 ,32,134.34 25,76,524.96 Total 44,36,691.66 26,32,583.70

10.2 Cash and cash equivalents in the balance sheet comprise cash at bank and in hand and short term investments with an original maturity of less than twelve months. 10.3 * Held as security for the overdra� from Bank

11 Trade Receivables (Unsecured, Considered Good) As at 31.03.2019 As at 31.03.2018 Par�culars Rs. Ps. Rs. Ps. Outstanding for a period exceeding 6 months from the date they are due for payment 25,705.03 - Others 6,02,189.06 1,85,719.59

6,27,894 .09 1,85,719.59

12 OTHER CURRENT ASSETS As at 31.03.2019 As at 31.03.2018 Par�culars Rs Ps Rs Ps A. Other Current Assets 3,47,264.02 1,00,266.37 Total 3,47,264 .02 1,00,266.37

13 INCOME FROM OPERATION As at 31.03.2019 As at 31.03.2018 Par�culars Rs Ps Rs Ps Sale of services 2253920.02 870906.4 2253920.02 870906.40 14 OTHER INCOME For the Year ended As at 31.03.2019 As at 31.03.2018 Par�culars Rs Ps Rs Ps A. Interest received on deposits 2,69,989.38 2,13,158.96 B. Discount recived 1,460.00 C. Interest on Income Tax Refund 208.00 D Rounding oﬀ - 7.19 Total 2,71,449 .38 2,13,374.15

15 EMPLOYEE BENEFIT EXPENSES For the Year ended Par�culars As at 31.03.2019 As at 31.03.2018 Rs Ps Rs Ps A. Salaries &wages 29,50,242.00 18,10,883.00 B. Contribu�on to employee beneﬁts 17,228.00 12,196.00 B. Staﬀ Welfare expenses 12,538.00 16,579.00 Total 29,80,008.00 18,39,658.00

127 16 FINANCE COST

16.1 For the Year ended As at 31.03.2019 As at 31.03.2018 A. Interest on bank's borrowings 18,906.00 537.00 Total 18,906.00 537.00

17 OTHER EXPENSES

17.1 For the Year ended As at 31.03.2019 As at 31.03.2018 Particulars Rs Ps Rs Ps

A. Audit fees 31,500.00 Statutory audit fee 24,500.00 Other service fee 9,500.00 B. Bank Charges 10,879.90 1,716.64 C. Office Expenses 28,726.20 40,406.50 D. Postage & Courier 7,743.40 5,427.00 E. Printing & Stationery 21,843.11 13,528.93 F. Professional Service Charges 93,100.00 51,000.00 G. Rent 4,10,000.00 3,60,000.00 H. Telephone & internet charges 26,874.53 32,249.10 I. Travelling Expenses 2,09,418.57 1,38,968.13 J. Preliminary Expenses - - K. Rates and Taxes 40,485.88 48,223.99 L. Electricity Charges 54,510.00 28,074.00 M. Other expenses 2,57,483.18 1,97,983.10 Total 11,95,064.77 9,49,077.39

17.2 Payment to statutory Auditors For the Year ended As at 31.03.2019 As at 31.03.2018 Particulars Rs Ps Rs Ps

A. Audit fee 24,500.00 15,000.00 B. Other services 9,500.00 16,500.00 Total 34,000.00 31,500.00

18 EARNINGS PER SHARE For the Year ended Particulars As at 31.03.2019 As at 31.03.2018 Rs Ps Rs Ps A. Net profit after tax as per Statement of Profit and Loss attributable to equity (17,89,543.8) (17,78,128.3) B. Weighted average number of Equity Shares 836165 700000 C. Earnings per Share (A /B) (2.14) (2.54) D. Face value per Equity Share 10.00 10.00

128 Annual Report 2018-19

19 RELATED PARTY DISCLOSURE 19.1 Related Party Transac�ons Disclosure of transac�ons with Related Par�es as required by Accoun�ng Standard -18 on Related Party Disclosures as prescribed by Companies (Accoun�ng Standards) Rules,2006.

19.2 Related Party and Nature of Rela�onship

(i) Holding Company Gosree Finance Ltd.

(ii) Key Manegerial Personnel; Noby Thomas Managing Director and Principal Oﬃcer

19.3 Transac�ons with related Par�es

Par�culars Holding Company Key Management Personnel 31.03.2019 31.03.2018 31.03.2019 31.03.2018 Remunera�on Paid Rs Ps Rs Ps Rs Ps Rs Ps Noby Thomas 1095000 600000.00

Equity Share Capital Held Gosree Finance Ltd. 10491000.00 6991000.00

Amount due 64549 - Expenses reimbursed 171861 - As per our separate report of even date a�ached

For Krishnamoorthy & Krishnamoorthy Chartered Accountants For and on behalf of the Board (Registra�on No: 001488S) Sd/- Sd/- Noby Thomas P.G. Jayakumar Sd/- Managing Director Director R.Venugopal DIN: 07387435 Din :03390963 Partner M No 202632 Sd/- Kochi Jagadeesan 13.07.2019 Director DIN: 6775429

129 INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF GOSREE INVESTMENTS & RISKS PRIVATE LIMITED Report on the Standalone Financial Statements

Opinion Responsibility of Management for the Standalone Financial Statements We have audited the accompanying standalone financial statements of GOSREE INVESTMENT AND RISKS The Company’s Board of Directors is responsible for the PRIVATE LIMITED (“the company”) which comprises matters stated in Section 134(5) of the Companies Act, the Balance Sheet as at 31st March 2019, the Statement 2013 (“the Act”) with respect to the preparation of these of Profit and Loss, and statement of cash flows for the standalone financial statements that give a true and fair year then ended, and notes to the financial statements, view of the financial position, financial performance including a summary of significant accounting policies and cash flows of the Company in accordance with and other explanatory information. the accounting principles generally accepted in India, including the Accounting Standards specified under In our opinion and to the best of our information and Section 133 of the Act, read with Rule 7 of the Companies according to the explanations given to us, the aforesaid (Accounts) Rules, 2014. This responsibility also includes standalone financial statements give the information maintenance of adequate accounting records in accordance required by the Companies Act, 2013(“Act”) in the manner with the provisions of the Act for safeguarding the assets of so required and give a true and fair view in conformity the Company and for preventing and detecting frauds and with the accounting principles generally accepted in India, other irregularities; selection and application of appropriate of the state of affairs of the Company as at March 31, 2019, implementation and maintenance of accounting policies; and loss and its cash flows for the year ended on that date. making judgments and estimates that are reasonable and Basis for Opinion prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating We conducted our audit in accordance with the Standards effectively for ensuring the accuracy and completeness of on Auditing (SAs) specified under section 143(10) of the accounting records, relevant to the preparation and the Companies Act, 2013. Our responsibilities under presentation of the financial statements that give a true those Standards are further described in the Auditor’s and fair view and are free from material misstatement, Responsibilities for the Audit of the Financial Statements whether due to fraud or error. section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute In preparing the financial statements, management is of Chartered Accountants of India together with the ethical responsible for assessing the Company’s ability to continue requirements that are relevant to our audit of the financial as a going concern, disclosing, as applicable, matters statements under the provisions of the Companies Act, related to going concern and using the going concern 2013 and the Rules there under, and we have fulfilled our basis of accounting unless management either intends to other ethical responsibilities in accordance with these liquidate the Company or to cease operations, or has no requirements and the Code of Ethics. We believe that realistic alternative but to do so. the audit evidence we have obtained is sufficient and The Board of Directors are also responsible for overseeing appropriate to provide a basis for our opinion. the company’s financial reporting process.

130 Annual Report 2018-19

Auditor’s Responsibility for the Audit of the Financial audit evidence obtained up to the date of our auditor’s Statements report. However, future events or conditions may cause the Company to cease to continue as a going concern. Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from • Evaluate the overall presentation, structure and material misstatement, whether due to fraud or error, content of the standalone financial statements, including and to issue an auditor’s report that includes our opinion. the disclosures, and whether the standalone financial Reasonable assurance is a high level of assurance, but is statements represent the underlying transactions and not a guarantee that an audit conducted in accordance events in a manner that achieves fair presentation. with SAs will always detect a material misstatement when We communicate with those charged with governance it exists. Misstatements can arise from fraud or error regarding, among other matters, the planned scope and and are considered material if, individually or in the timing of the audit and significant audit findings, including aggregate, they could reasonably be expected to influence any significant deficiencies in internal control that we the economic decisions of users taken on the basis of these identify during our audit. financial statements. We also provide those charged with governance with As part of an audit in accordance with SAs, we exercise a statement that we have complied with relevant professional judgment and maintain professional ethical requirements regarding independence, and to skepticism throughout the audit. We also: communicate with them all relationships and other • Identify and assess the risks of material misstatement matters that may reasonably be thought to bear on our of the standalone financial statements, whether due to independence, and where applicable, related safeguards fraud or error, design and perform audit procedures Report on Other Legal and Regulatory Requirements responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our 1. As required by the Companies (Auditor’s Report) Order, opinion. The risk of not detecting a material misstatement 2016 (“the Order”) issued by the Central Government of resulting from fraud is higher than for one resulting from India in terms of sub-section (11) of section 143 of the error, as fraud may involve collusion, forgery, intentional Act, we give in the Annexure A a statement on the matters omissions, misrepresentations, or the override of internal specified in paragraphs 3 and 4 of the Order. control. 2. As required by Section 143 (3) of the Act, we report • Obtain an understanding of internal financial controls that: relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section a. We have sought and obtained all the information and 143(3)(i) of the Act, we are also responsible for expressing explanations which to the best of our knowledge and belief our opinion on whether the Company has adequate were necessary for the purposes of our audit. internal financial controls system in place and the operating b. In our opinion proper books of account as required by effectiveness of such controls. law have been kept by the Company so far as appears from • Evaluate the appropriateness of accounting policies our examination of those books. used and the reasonableness of accounting estimates and c. The Balance Sheet, Statement of Profit and Loss and related disclosures made by management. Cash Flow Statement dealt with by this Report are in • Conclude on the appropriateness of management’s agreement with the books of account. use of the going concern basis of accounting and, based d. In our opinion, the aforesaid standalone financial on the audit evidence obtained, whether a material statements comply with the Accounting Standards uncertainty exists related to events or conditions that specified under Section 133 of the Act, read with Rule 7 of may cast significant doubt on the Company’s ability to the Companies (Accounts) Rules, 2014. continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our e. On the basis of written representations received from auditor’s report to the related disclosures in the standalone the directors as on 31st March 2019, and taken on record by financial statements or, if such disclosures are inadequate, the Board of Directors, none of the directors is disqualified to modify our opinion. Our conclusions are based on the as on 31st March 2019, from being appointed as a director 131 in terms section 164 (2) of the Act. ANNEXURE - A TO THE AUDITORS’ REPORT f. With respect to the adequacy of the internal financial (Referred to in paragraph 1 under the heading ‘Report controls over financial reporting of the Company and on Other Legal and Regulatory Requirements’ section of the operating effectiveness of such controls, refer to our our independent audit report of even date on standalone separate report in “Annexure B”. Financial Statements for the year ended 31st March 2019) g. With respect to the other matters to be included in 1. In respect of fixed assets of the Company the Auditor’s Report in accordance with the requirements a) The Company does not have any fixed assets during of section 197(16) of the Act, we have to report that the the year. Company has not paid any managerial remuneration. 2 The Company is a service company. Accordingly, it does h. With respect to the other matters to be included in not hold any physical inventories. Thus, paragraph 3(ii) the Auditor’s Report in accordance with Rule 11 of the of the Order is not applicable. Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according 3. The Company has not granted any loans, secured or to the explanations given to us: unsecured to companies, firms or other parties covered in the register maintained under section 189 of the (i) Company does not have any pending litigations which Companies Act, 2013. would impact its financial position; 4. According to the information and explanations given (ii) The Company did not have any long-term contracts to us and on the basis of the records of the Company including derivative\ contracts for which there were any examined by us, the Company has not given any loans or material foreseeable losses. given any guarantees or provided any security or made any (iii) There were no amounts which are required to be investments for which the provisions of sections 185 and transferred to the Investor Education and Protection 186 are applicable. Fund by the Company. 5. In our opinion and according to the information and explanations given to us, the Company has not For Krishnamoorthy and Krishnamoorthy accepted deposits during the year and does not have any unclaimed deposits. Thus, the provisions of the Chartered Accountants clause 3 (v) of the Order are not applicable to t h e Firm Reg No.001488S Company. 6. According to the information and explanation given Sd/- to us, the Central Government has not prescribed the R.Venugopal maintenance of cost records under section 148 (1) of the Partner Companies Act, 2013 for the services rendered by the Company. Membership No.202632 7. a) According to the information and explanations given to us and on the basis of our examination of Kochi the records of the Company, the company is regular in 13.07.2019 depositing undisputed statutory dues including provident fund, employees' state insurance, income tax, sales-tax, service tax, duty of customs, duty of excise, value added tax, cess and any other statutory dues to the appropriate authorities to the extent applicable

132 Annual Report 2018-19

to the Company. According to the information and 12. In our opinion and according to the information and explanations given to us, no undisputed amounts explanations given to us, the Company is not a Nidhi payable in respect of statutory dues were in arrears as at company. Accordingly, paragraph 3(xii) of the Order is 31March 2019 for a period of more than six months not applicable. from the date they became payable. 13. As per information and explanation furnished to us b) According to the information and explanation given to and according to our examination of the records of us there are no disputed amounts of tax which have not the Company all transactions with the related parties been deposited with the authorities as at 31.03.2019. are in compliance with sections 188 of Companies Act, 2013 where applicable and the details have been 8. As per information and explanation furnished to disclosed in the Financial Statements as required by us and according to our examination of the records the applicable accounting standards. of the Company, the Company does not have any loans or borrowings from any financial institutions, banks, 14. During the year the Company has not made any debenture holders and government. preferential allotment or private placement of shares or fully or partly convertible debentures and hence 9. According to the information and explanations given reporting under clause (xiv) of CARO 2016 is not to us and the records of the Company examined by us, no applicable to the Company moneys were raised by way of initial public offer or further public offer (including debt) or term loans. Accordingly, 15. According to the information and explanations given the reporting requirement under clause (ix) of paragraph to us and based on our examination of the records of 3 of the Order is not applicable. the Company, the Company has not entered into non-cash transactions with directors or persons connected with 10. According to the information and explanations given him. Accordingly, paragraph 3(xv) of the Order i s to us, no fraud by the Company or on the Company by not applicable. its officers or employees has been noticed or reported during the year. 16. The company is not required to be registered under section 45-IA of the Reserve Bank of India Act 1934. 11. According to the information and explanations give to us and based on our examination of the records of the company, the company has not paid any managerial For Krishnamoorthy and Krishnamoorthy remuneration. Chartered Accountants Firm Reg No.001488S

Sd/- R.Venugopal Partner Membership No.202632

Kochi 13.07.2019

133 Annexure - B to the Auditors’ Report (Referred to in paragraph 2 (f) under ‘Report on Other requirements and plan and perform the audit to obtain Legal and Regulatory Requirements’ section of our report reasonable assurance about whether adequate internal of even date) financial controls over financial reporting was established and maintained and if such controls operated effectively in Report on the Internal Financial Controls under Clause all material respects. (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act”) Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial We have audited the internal financial controls over controls over financial reporting and their operating financial reporting of GOSREE INVESTMENT AND effectiveness. Our audit of internal financial controls over RISKS PRIVATE LIMITED (“the Company”) as of 31st financial reporting included obtaining an understanding March 2019 in conjunction with our audit of the standalone of internal financial controls over financial reporting, financial statements of the Company for the year ended on assessing the risk that a material weakness exists, and testing that date. and evaluating the design and operating effectiveness of Management’s Responsibility for Internal Financial internal control based on the assessed risk. The procedures Controls selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the The Company’s management is responsible for establishing financial statements, whether due to fraud or error. and maintaining internal financial controls based on the internal control over financial reporting criteria We believe that the audit evidence we have obtained is established by the Company considering the essential sufficient and appropriate to provide a basis for our audit components of internal control stated in the Guidance opinion on the Company’s internal financial controls over Note on Audit of Internal Financial Controls over financial reporting. Financial Reporting issued by the Institute of Chartered Meaning of Internal Financial Controls over Financial Accountants of India (‘ICAI’). These responsibilities Reporting include the design, implementation and maintenance of adequate internal financial controls that were operating A company's internal financial control over financial effectively for ensuring the orderly and efficient conduct reporting is a process designed to provide reasonable of its business, including adherence to company’s policies, assurance regarding the reliability of financial reporting the safeguarding of its assets, the prevention and detection and the preparation of financial statements for external of frauds and errors, the accuracy and completeness of the purposes in accordance with generally accepted accounting records, and the timely preparation of reliable accounting principles. A company's internal financial financial information, as required under the Companies control over financial reporting includes those policies and Act, 2013. procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the Auditors’ Responsibility transactions and dispositions of the assets of the company; Our responsibility is to express an opinion on the Company's (2) provide reasonable assurance that transactions are internal financial controls over financial reporting based recorded as necessary to permit preparation of financial on our audit. We conducted our audit in accordance with statements in accordance with generally accepted the Guidance Note on Audit of Internal Financial Controls accounting principles, and that receipts and expenditures over Financial Reporting (the “Guidance Note”) and the of the company are being made only in accordance Standards on Auditing, issued by ICAI and deemed to with authorisations of management and directors of the be prescribed under section 143(10) of the Companies company; and (3) provide reasonable assurance regarding Act, 2013, to the extent applicable to an audit of internal prevention or timely detection of unauthorised acquisition, financial controls, both applicable to an audit of Internal use, or disposition of the company's assets that could have Financial Controls and, both issued by the Institute of a material effect on the financial statements. Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical

134 Annual Report 2018-19

Inherent Limitations of Internal Financial Controls Opinion over Financial Reporting In our opinion, the Company has, in all material respects, Because of the inherent limitations of internal financial an adequate internal financial controls over financial controls over financial reporting, including the possibility reporting and such internal financial controls over of collusion or improper management override of controls, financial reporting were operating effectively as at 31st material misstatements due to error or fraud may occur March 2019, based on the internal control over financial and not be detected. Also, projections of any evaluation reporting criteria established by the Company considering of the internal financial controls over financial reporting the essential components of internal control stated in the to future periods are subject to the risk that the internal Guidance Note on Audit of Internal Financial Controls financial control over financial reporting may become Over Financial Reporting issued by the Institute of inadequate because of changes in conditions, or that the Chartered Accountants of India. degree of compliance with the policies or procedures may deteriorate. For Krishnamoorthy and Krishnamoorthy Chartered Accountants Firm Reg No.001488S

Sd/- R.Venugopal Partner Membership No.202632 Kochi 13.07.2019

135 GOSREE INVESTMENT AND RISK SERVICES PRIVATE LIMITED Balance Sheet as at 31st March 2019

As at As at PARTICULARS Note no 31.03.2019 31.03.2018 Rs Ps Rs Ps I EQUITY AND LIABILITIES 1 Shareholders' Funds a. Share Capital 3 1,00,000.00 1,00,000.00 b. Reserves and Surplus 4 (17,427.50) 2,756.50 82,572.50 1,02,756.50

2 Current Liabili�es a. Other Current Liability 5 15,000.00 15,000.00 b. Short Term provisions 6 5,950.00 15,000.00 20 ,950.00

Total 97,572.50 1,23,706.50

II ASSETS 2 Current assets a. Cash and Cash Equivalents 7 75,649.50 76,831.50 b. Trade Receivables 8 21,923.00 46,875.00

Total 97,572.50 1,23,706.50

Signiﬁcant Accoun�ng Policies 1,2,and and Notes on Accounts 12

As per our separate report of even date a�ached For Krishnamoorthy & Krishnamoorthy Chartered Accountants For and on behalf of the Board (Registra�on No: 001488S) Sd/- Sd/- P.G. Jayakumar T S. Jagadeesan Director Director Sd/- DIN: 03390963 DIN: 6775429 R.Venugopal Partner Sd/- M No 202632 Chandrika Devi Kochi Director 13.07.2019 DIN: 06593209

136 Annual Report 2018-19

GOSREE INVESTMENT AND RISK SERVICES PRIVATE LIMITED Statement of Proﬁt and Loss for the year ended 31st March 2019

For the year For the year ended ended PARTICULARS Note no 31.03.2019 31.03.2018 Rs Ps Rs Ps I INCOME Income from opera�on 9 0.00 46,875.00 Total Revenue - 46 ,875.00

ll EXPENSES a. Other Expenses 10 20184.00 15668.50 Total Expenses 20 ,184.00 15 ,668.50

lll Proﬁt/(Loss) before tax (I - II) -20184.00 31 ,206.50 IV Tax expense: a. Current tax 5,950.00 b. Deferred Tax - c. Prior Period Taxes - V Proﬁt for the Year (lll - lV) -20184.00 25 ,256.50

VI Earnings per share(Basic/Diluted) (in Rs) 11 -2.0184 2.53 Signiﬁcant Accoun�ng Policies and Notes on 1,2,and Accounts 12

As per our separate report of even date a�ached For Krishnamoorthy & Krishnamoorthy Chartered Accountants For and on behalf of the Board (Registra�on No: 001488S) Sd/- Sd/- P.G. Jayakumar T S. Jagadeesan Director Director DIN: 03390963 DIN: 6775429 Sd/- R.Venugopal Sd/- Partner Chandrika Devi M No 202632 Director Kochi DIN: 06593209 13.07.2019

137 GOSREE INVESTMENT AND RISK SERVICES PRIVATE LIMITED CASH FLOW STATEMENT FOR THE YEAR ENDED 31st MARCH 2019 Par�culars For year ended 31.03.2019 31.03.2018 Rs. Ps A . Cash flow from opera�ng Ac�vi�es Net Profit (Loss) before tax and extraordinary items -20,184.00 31,206.50 Adjustment for: Deprecia�on and amor�za�on - Opera�ng profit before working capital changes -20,184.00 31,206.50 Movements in working capital : Increase/ (decrease) in other current liabili�es and provisions - ( 7,500.00) Decrease / (increase) in other current assets 24,952.00 53,125.00 Cash generated from /(used in) opera�ons 4,768.00 76,831.50 Direct taxes paid (net of refunds) -5,950.00 Net cash flow from/ (used in) opera�ng ac�vi�es (A) - 1,182.00 76,831.50 B. CASH FLOWS FROM INVESTING ACTIVITIES Purchase of fixed assets, including CWIP - - Investment in Subsidiary Companies - - Interest received - - Net cash flow from/ (used in) inves�ng ac�vi�es (B) - - C. CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from Issue/ allotment of shares - Net cash flow from/ (used in) financing ac�vi�es (C) - -

Net increase/(decrease) in cash and cash equivalents (A + B + C) -1,182.00 76,831.50 Cash and cash equivalents at the beginning of the year 76,831.50 - Cash and cash equivalents at the end of the year 75,649.50 76,831.50 Components of cash and cash equivalents Cash on hand - - With banks 75,649.50 76,831.50 Total cash and cash equivalents 75,649.50 76,831.50

As per our separate report of even date a�ached For Krishnamoorthy & Krishnamoorthy Chartered Accountants For and on behalf of the Board (Registra�on No: 001488S) Sd/- Sd/- P.G. Jayakumar T S. Jagadeesan Sd/- Director Director R.Venugopal DIN: 03390963 DIN: 6775429 Partner M No 202632 Sd/- Kochi Chandrika Devi 13.07.2019 Director DIN: 06593209

138 Annual Report 2018-19

GOSREE INVESTMENT AND RISK SERVICES PRIVATE LIMITED, COCHIN

Significant Accounting Policies & Notes on Accounts

Note No:

1 NATURE OF OPERATION

GOSREE INVESTMENTS AND RISK SERVICES PRIVATE LIMITED was incorporated as a Private limited company on September 1, 2016 to carry on the business of investment advisory services.

2 SIGNIFICANT ACCOUNTING POLICIES

2.1 Basis of Accounting The financial statements of the Company are prepared in accordance with the Generally Accepted Accounting Principles in India (Indian GAAP) to comply with the Accounting Standards specified under Section 133 of the Companies Act, 2013, read with Rule 7 of the Companies (Accounts) Rules, 2014 and other relevant provisions of the Companies Act, 2013 The Financial Statements are prepared under the historical cost convention, on accrual basis of accounting.

A. Income from services is recognised as per the terms of contract on accrual basis. Revenue is recognised on accrual basis to the extent it is realizable. (Except when there are significant uncertainities). B. Interest on deposits is recognized on a time proportion basis taking into account the amount outstanding and the rate applicable. Interest income accrued but not due is shown separately in the financial statements.

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

2.6 Earnings per share Basic/ diluted earnings per share is calculated by dividing the net profit or loss for the year attributable to equity shareholders (after deducting attributable taxes) by the weighted average number of equity shares/ dilutive potential equity shares outstanding as at the end of the year as the case may be.

139 2.7 Provisions, Contingent Liabilities and Contingent Assets (i) Provisions are recognised when the company has a present obligation as a result of a past event, for which it is probable that a cash outflow will be required and a reliable estimate can be made of the amount of the obligation. Provisions are not discounted to its present value and are determined based on management estimate required to settle the obligation at the Balance Sheet date. These are reviewed at each Balance Sheet date and adjusted to reflect the correct management estimates.

3 SHARE CAPITAL As at 31.03.2019 As at 31.03.2018

Rs. Ps. Rs. Ps. Particulars A. Authorised: 10,000 shares of Rs.10 each 1,00,000.00 1,00,000.00

1,00,000.00 1,00,000.00 Issued, Subscribed capital & Paid up Capital 10000 equity shares of Rs.10 each 1,00,000.00 1,00,000.00 Total 1,00,000.00 1,00,000.00

3.2 Reconciliation of number of shares

Particulars As at 31.03.2019 As at 31.03.2018 No. of shares Rs. Ps. No. of shares Rs. Ps. A. Equity Shares at the beginning of the year 10000 1,00,000.00 10,000.00 1,00,000.00 B. Shares issued during the period - - - - C. Number of shares outstanding at the end of the year (A+B) 10000 1,00,000.00 10000 1,00,000.00

3.3 The details of shareholders holding more than 5% shares :

As at 31.03.2019 As at 31.03.2018 Name of shareholder No. of shares % No. of shares % Gosree Finance Ltd. 9300 93.00% 9300 93.00%

4 RESERVES & SURPLUS As at 31.03.2019 As at 31.03.2018 Particulars Rs. Ps. Rs. Ps. A. Statement of Profit and Loss Account As per Last Balance Sheet 2,756.50 -22,500.00 Transfer from Statement of Profit and Loss (20,184.00) 25,256.50

Reserves & surplus as at the end of the period (A+B) (17,427.50) 2,756.50

140 Annual Report 2018-19

5 OTHER CURRENT LIABILITIES As at 31.03.2019 As at 31.03.2018 Particulars Rs. Ps. Rs. Ps. A. Other current liabilities 15,000.00 15,000.00 Total 15,000.00 15,000.00

6 SHORT TERM PROVISIONS As at 31.03.2019 As at 31.03.2018 Particulars Rs. Ps. Rs. Ps. A. Provison for Tax 5,950.00 Total - 5,950.00

7 CASH AND CASH EQUIVALENTS As at 31.03.2018 As at 31.03.2019 Particulars Rs Ps Rs Ps A. Cash in Bank : in current account 75,649.50 76,831.50 B Cheques on hand Total 75,649.50 76,831.50

8 Trade Receivables (Unsecured, Considered Good) As at 31.03.2019 As at 31.03.2018 Particular Rs Ps Rs Ps Outstanding for a period exceeding 6 months from the date they are due for payment 21,923.00 27,725.00 Others - 19,150.00

21,923.00 46,875.00 INCOME

9 INCOME FROM OPERATION For the Year ended As at 31.03.2018 As at 31.03.2019 Particular Rs Ps Rs Ps A Income frome service - 46875.00 0.00 46875.00

10 OTHER EXPENSES For the Year ended As at 31.03.2019 As at 31.03.2018 10.1 Particulars Rs Ps Rs Ps

A. Audit fees 7,500.00 7,500.00 B. Preliminary Expenses - - C. Professional Charges 9800 6900.00 D. Rates and Taxes 1350 E. Bank Charges 1534 1268.50 Total 20,184.00 15,668.50

141 10.2 Payment to statutory Auditors For the Year ended As at 31.03.2019 As at 31.03.2018 Par�culars Rs Ps Rs Ps

A. Audit fee 7,500.00 7,500.00 B. Other services - - Total 7,500.00 7,500.00

11 EARNINGS PER SHARE For the Year ended 11.1 Par�culars As at 31.03.2019 As at 31.03.2018 Rs Ps Rs Ps A. Net proﬁt a�er tax as per Statement of Proﬁt and Loss a�ributable to equity shareholders (20,184.00) 25,256.50 B. Weighted average number of Equity Shares 10000 10000 C. Earnings per Share (A /B) (2.02) 2.53 D. Face value per Equity Share 10.00 10.00 12 RELATED PARTY DISCLOSURE 12.1 Related Party Transac�ons Disclosure of transac�ons with Related Par�es as required by Accoun�ng Standard -18 on Related Party Disclosures as prescribed by Companies (Accoun�ng Standards) Rules,2006.

12.2 Related Party and Nature of Rela�onship

(i) Holding Company Gosree Finance Limited

12.3 Transac�ons with related Par�es

Par�culars Holding Company As at 31.03.2019 As at 31.03.2018 Rs Ps Rs Ps Equity Share Capital Held Gosree Finance Ltd. 93,000.00 93,000.00

As per our separate report of even date a�ached For Krishnamoorthy & Krishnamoorthy Chartered Accountants For and on behalf of the Board (Registra�on No: 001488S) Sd/- Sd/- P.G. Jayakumar T S. Jagadeesan Director Director DIN: 03390963 DIN: 6775429 Sd/- R.Venugopal Sd/- Partner Chandrika Devi M No 202632 Director Kochi DIN: 06593209 13.07.2019

142 Annual Report 2018-19

SubSchedules Forming Part of Balance Sheet

31.03.2019 31.03.2018

Long term Borrowings - - - -

Short term borrowings - - - -

Statutory expense payable - - - -

Employee Emoulments Payable Salary payable - - Directors Remmunaration Payable - - - -

Other current liabilities Audit fees payable 15000 15,000.00 Incorporation Expenses Payable to Gosree Finance Pvt. Ltd. 15,000.00 15,000.00 Short term Provisions Provision for Income Tax net of advance tax and TDS

AY 2018-19 Provision for tax 5,950.00 Less: TDS - Less: Advance tax - Less: Self assessment tax - Income tax provision (net) 5,950.00 Net provision for Income tax 0.00 5,950.00

Other current assets - - Cash & cash equivalents Cash in Bank : in current account 75649.5 76831.5 Cheques on hand

Total Cash and cash equivalents 75,649.50 76,831.50

Sundry Debtors A TO Z SME SERVICES INC 19150.00 19150.00 BHARATI AXA GENERAL INSURANCE CO LTD 2,773.00 27725.00

21923.00 46,875.00

143 Bank charges Other Bank charges 1534 1268.5 1,534.00 1,268.50

Professional Service Charges RoC Filing Fee 1800 6900 professional charges 8000 0 9,800.00 6,900.00

Preliminary Expenses - -

Other expenses - Rates and taxes 1350 1,350.00 -

144 Annual Report 2018-19

Form No. MGT-11 PROXY FORM [Pursuant to section 105(6) of the Companies Act, 2013 and rule 19(3) of the Companies (Management and Administration) Rules, 2014]

CIN U65990KL2013PLC035734 Name of the GOSREE FINANCE LIMITED Company Registered Address 41/889-A3,Moopen Complex, NH Bypass Service Road, Padivattom, Edappally Kochi - 682024, Phone: +91 484 2803854

Name of the Member Registered Address

E – Mail ID: Folio No./ Client Id DP ID:

I/We, being the member (s) of ______shares of the above named company, hereby appoint

1 Name

Address

E-Mail ID

Signature

as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the Extra Ordinary General Meeting of the company, to be held on the 07th day of August, 2019, at 11.00 am at Kallayi Hall, 1ST Floor, Holiday Inn, Chakkaraparambu Junction, National Highway Bypass, Vennala, Kochi, Kerala 682028 and at any adjournment thereof in respect of such resolutions as are indicated below:

Special Business For Against Item. No. 6 Appointment of Mr.T.S.Anantharaman as Director Private Placement of Non-Convertible Debentures and/ or Item. No. 7 other debt securities

Signed this…… day of ______, 2019

AFFIX REVENUE STAMP Signature of Shareholder: Signature of Proxy holder(s):

145 R A - A

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Holida y Inn Cochin ₹ 3,984 4.4 (7,345)

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3.9 (37) Youth Hostel

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website:

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REGD. OFF: REGD. eeso thei oies ae eested to esent this fo fo S ease not is aiae hihee ot ease stie Note: of the their copies bring to requested are Members 1) available. not be will copies further since Company of the Office Registered the at should deposited be effective be to Proxy, The 2) meeting. of the commencement the before HOURS EIGHT FORTY than not less 3) A Proxy need not in whether vote, a tenders who senior of the vote the holders, of joint In4) case the joint other of the vote of the to exclusion the accepted be shall Proxy, by or person in order the by determined be shall Seniority holders. of Members. Register such member preclude of of proxy not this form will member a by submission The 5) from attending person in and voting meeting. at the

146