ANNUAL REPORT 2019-20 Driven by Commitment Powered by Values

Gosree Finance Limited 41/889-A3, Moopen Complex N.H.Bye pass, Service Road Padivattom, Edappally PO Cochin-682024, Kerala, India +91 484 2803854 +91 7593 877 877 www.gosree nance.com 2019-20 2019-20 7TH ANNUAL REPORT Content 1. Corporate Information Pg. 5 2. Gosree Story Pg. 6 3. Brief profile of the Board & Management Pg. 8 4. Our Journey So Far Pg. 12 5. List of Branches Pg. 14 5. Notice of AGM Pg. 15 6. Directors' Report for the year 2019-20 Pg. 37 7. Report on the Audit of the Standalone Financial Statements Pg. 71 8. Balance Sheet Pg. 81 9. Report on the Audit of the Consolidated Financial Statements Pg. 109 10. Consolidated Balance Sheet Pg. 116 11. Report on the Financial Statements Gosree Insurance Broking Services Pvt Ltd Pg. 143 12. Balance Sheet (Gosree Insurance Broking Services Pvt Ltd) Pg. 152 13. Report on the Financial Statements Gosree Investments & Risk Services Pvt Ltd Pg. 164 14. Balance Sheet (Gosree Investments & Risk Services Pvt Ltd) Pg. 174 Annual Report 2019-20

CORPORATE INFORMATION

Inauguration of Gold Loan Board of Directors Banks 1. GopalanKutty Menon Director & Chairman of the board 1. Federal Bank business at our Kollam branch by 2. Jayakumar. P.G Managing Director & CEO 2. Lakshmi Vilas Bank Promoter Sri. Mohanachandran 3. T.S. Jagadeesan Managing Director 3. AU Small Finance Bank Nair on 21 Aug 2020 4. T.S. Anantharaman Director 4. State Bank of india 5. R.K. Bhoodes Director 5. Union Bank of India Inauguration of Gold Loan at kollam Branch 6. P. Chandrika Devi Director 6. HDFC Bank 7. Sidharth Ram Director 7. ICICI Bank 8. N. Govindan Director 8. South Indian Bank 9. Sriraag Subramonian Director 10. Chandra Mohana Prasad Independent Director Registrar & Transfer Agents Inauguration of our Palakkad Branch 11. Vishnu Prasad B Menon Independent Director Integrated Registry Management Services Pvt Ltd 2nd Floor, Kences Towers Company Secretary No. 1 Ramakrishna Street, 1. Sripriya M Shenoy North Usman Road T Nagar, Chennai - 600 017. General Managers 1. G.S. Ajith Prasad- General Manager & CFO Debenture Trustee George Joseph Other Executives 37/2038, Muttathil Lane 1. Sumeet C Menon- Asst. General Manager Kadavanthra 2. Vipin Sebastian- Asst. General Manager Cochin - 682020 2. Gopakumar K- Chief Operating Officer 3. V Hariharan- Chief Credit Officer Registered Office Gosree Finance Limited Statutory Auditors 41/889-A3, Moopen Complex, M/s Krishnamoorthy & Krishnmoorthy NH Bypass Service Road, Chartered Accountants, 39/3217, Paliam Road, Padivattom, Edappally, KOCHI – 682024 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 Annual Report 2019-20

THE GOSREE STORY

Kerala the ‘Gods own country’ is the home for several 28.01.2015, and started regular lending activity in successful scheduled commercial banks, NBFC’s and other December 2015 and is a continuously profit making organised/unorganized financial institutions. Many of the Company. It has presently a LOAN book of Rs. 82.00 crores. MISSION NBFCs which had humble beginning decades back grew It has set up a wide DSA network to source loan proposals To Protect interests of all stakeholders in geometrical progression and spread their wings across and has at present 16 branches; it has laid out detailed by delivery of excellent customer service the country offering a slew of unique products and services plans to expand its foot prints in the states of Kerala, through unique and transparent financial to the people. All of them have grown to significant scale Tamil Nadu and Karnataka within the next three years – products and solutions, by developing justifying the confidence reposed in them by their stake Targeting around 40 branches. human resources through recognition, holders. It was in this background that Gosree Finance motivation and reward to the employees, Limited was established in Cochin, the prehistoric city The Company has put in Centralised loan sanction, disbursal, documentation and collection mechanism to by optimizing the returns to the which hosted and accepted the Jews and Arabs and the shareholders and enhancing shareholder western world as their trading partners. build efficiency of operations. Currently the Company has launched a product “SME Micro Loans” with individual value and by giving back to the Society Gosree Finance was promoted by professionals from the loans ranging from 1 to 5 lakhs to cater to the needs of through value creation, enforcement VISION banking industry, Development bank, premier regulatory smaller category of SME segment with attractive inbuilt of sustainable practices, respect to To become Trusted partner for progress organization, Chartered Accountant fraternity and the features, which now forms over 18% of its total loan book. individuals and communities etc providing easy and quick access to finance. persons of high repute and integrity from the business The Company is also focussing on medium SME segment community. They identified unmet credit needs of to build its asset portfolio, which assets are mostly backed MSME segment and hoped to meet through the setting by mortgage of commercial/residential/urban property. up of Gosree Finance. Despite priority sector lending requirements and verticals focused on MSME, micro The Company is working in a fully computerised finance etc, Indian banks have largely been unable to environment – Loan Origination System being introduced. meet the credit needs of the micro SME segment, due to The Company could get BBB- rating for its borrowing KEY STRENGTHS various reasons. The resource crunch experienced by the programme in the second year of operations itself, which Efficiency of Operation Human Resources micro SME segment has prompted these businesses to was subsequently renewed and retained current year go to informal and private sources of credit from usurious also. Company is following sound principles of financial The Company follows time tested procedures formulated A good people organization. We attract, train nurture lenders and this has severely hampered the growth of the management and corporate governance standards by veteran Bankers and personnel from reputed financial and retain the talent to enhance the efficiency of the micro SME business in India. At the same time, several and regulatory compliances in its journey to grow as a institutions, regulatory body and the industry fine-tuned company. Participation and involvement of employee will Government initiatives like direct credit of Govt assistance responsible all India financial institution tapping the huge to the present needs. Products are introduced after be ensured by their improvement and providing them a to the accounts of beneficiaries, Ambitious programme of opportunities available in the fastest growing economy. extensive study by the experts in the segment which part of the fruits of their contribution. Efforts are made direct assistance to small and marginal farmers, Special is the core strength of the company. We have robust to induce energy, enthusiasm and excitement about the focus on MSME sector which add to 40% of GDP and is the It’s a good People’s Organisation – believes in attracting, credit monitoring and credit collection team in the field, organization. The goals of the company are aligned to the largest employer in the unorganised sector, thrust on PM training, nurturing, retaining, rewarding and satisfying working with the customers. All feedback will be through aspiration and progress of the employees. Company is in Awas Yojana, large investments in Infrastructure planned, growth aspirations of its employees. Building a team online process. Company is having good technology back the process of instituting appropriate reward programmes Skill India programme etc are all expected to put money of young professionals to take the company’s fortunes up and legal support system to effectively manage the for employees. into the economy and to spur the economic activities. It forward, as part of Management succession plan portfolio. We are continuously working to improve our will increase the purchasing power of the large segment of Turnaround time to satisfy the customer needs. A strong Corporate Governance The Company has two subsidiaries (1) M/s.Gosree the common man also, which in turn will increase savings balance sheet over the years is our goal. Company has Insurance Broking Services Pvt Ltd, to do the Insurance To ensure strict compliance of regulatory norms and and investment. It is expected that the renewed vigour plans to invest in emerging technology and processes to Broking and Financial Services and (2) M/s.Gosree to safeguard the ethical values, Corporate Governance introduced in the financial sector will take our country to enhance efficiency of operations. Also Company has plans Investments and Risk Services Pvt Ltd, to render Insurance Policies are put in place with best practices as basic to this the USD 5 trillion economy, as planned. to foray its operations in Fintech domain. Advisory and wealth Management services. Also plan to structure. It covers the entire activities of the company. Company commenced business formally in the month diversify to Affordable Housing Finance and Micro Finance of June 2015 after getting NBFC license from RBI on segments, going forward.

6 7 Annual Report 2019-20

BRIEF PROFILE OF Mr. T.S. Anantharaman, holds B.Com, FCA to his qualification. He is currently THE BOARD & MANAGEMENT (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, Mr. Jayakumar P. G., Managing Director & CEO of the (iii) Director of Thrissur Heart Hospital Ltd, MobMe Wireless Ltd, Kochi, Poly Clinic Pvt Ltd, company, holds Bachelor Degree of Science and CAIIB to his Thrissur and Crosbor Luxurate Pvt Ltd, Bangalore qualification. (iv) Member, Academic Council of St. Thomas College (Autonomous), Thrissur 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 • Formerly Chairman, Catholic Syrian Bank Ltd, and member of the Board of Directors (2009-2016) of Executive Director and Managing director of Dhanlaxmi Bank at a critical juncture • Founder, Chairman and Managing Director, Peninsular Capital Market Group of Companies - Member of NSE, BSE, MCX, NCDEX, Dubai in its history and has been instrumental in putting the Dhanlaxmi Bank back to its Gold and Commodities Exchange, and Depository Participant with NSDL and CDSL • Vice President, Cochin Stock Exchange • Director of glory. He also belongs to the promoter group of the company and is associated with several listed companies including Manappuram Finance Ltd, Eastern Threads Ltd, Motilal Oswal Financial Services Ltd, and SreeSakthi the company since 7th April, 2015. He was appointed as Managing Director of the Paper Mills Ltd • United Nations expert with International Labour Office, Switzerland • Head of the Department of Accountancy and company on 19th November, 2015. 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

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 Dr. R.K. Bhoodes, Promoter and Director of the company, holds Btech company, he Retired as CGM of the Federal Bank and has handled Credit, Treasury, Planning, (Mechanical) and MBA (Marketing) to his qualification. HR, IT, Operations etc; played a pivotal role in the transformational journey of the Bank; could He is also the Managing Partner of M/s. Kairali Exports, one of the leading Cashew Exporting take major role in forming and running NBFC subsidiary and Life Insurance JV. He also served Firms, Managing Director of Asia Commodities LLC, Dubai, a Dubai based Commodity Dealing as Managing Director of KPB Nidhi Ltd, headquartered in Aluva, Kerala. Being one of the LLC, the Chairman of Federation of Indian Cashew Industry and Chairman of Cashew Export promoters of the company he is associated with the company right from its inception and Promotion Council of India. He is associated with the company right from its inception and he has been instrumental in moulding the company. He was appointed as Managing Director was appointed as a director of the company on 20th June, 2015. on 04.11.2017.

Mr. Gopalankutty Menon, Promoter and Director of the company, holds I.T.E. Graduation to his Qualification. Ms. P.Chandrika Devi, Promoter and Director of the company, holds He is also the founding member of Mamballikalam Group of Firms, one of the leading a Master’s Degree in Maths to her qualification. manufacturers and distributors of leading Consumer products and Merchant exporters for food Retired as Assistant General Manager of Reserve Bank of India, she has over 38 years of grains and Ayurvedic Medicines. He is also associated with Nous Infosystems Pvt Ltd, one of experience in the regulatory role of Banking, Finance and Administration. She is one of the the well-known IT Companies in India and abroad. He has also served Department of Telecom First directors of the company and is associated with the company right from its inception. 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 9 Annual Report 2019-20

Mr. Chandra Mohana Prasad, Independent Director of the company, Mr. Sriraag Subramonian, Director of the company, holds B.Tech and holds a Master's Degree in English Literature and LLB Degree to his MBA to his qualification Qualification. is a business man with Brilliant business acumen. He has been appointed as the Additional Retired as Deputy General Manager of Dhanlaxmi Bank, he has over 31 years of experience in the Director of the company on 10.12.2016 and was regularised as Director of the Company. His vast fields of Banking, Finance and Administration. Currently, he is also practicing as a lawyer in the experience, social relationships, stature and reputation as business man of high integrity can Honourable High Court of Kerala. He was appointed as a director of the company on 21st June, fetch the company huge value and esteem. He is a part of Prasanthi group (Cashew Exporters) of 2015 Kollam having annual turn over of Rs 600 Cr

Mr. Sidharth Ram, Director of the company, holds ACMA and CGMA Mr. Vishnu Prasad B Menon, hailing from Aluva, holds BSc and FCA to to his qualification. his qualification He is also the Managing Director of Gemini Warehousing and Logistics Private Limited and Leo and he is a Practicing Chartered Accountant by profession. He also holds Directorships in Supply Chain Management Private Limited. He is also a Director in the following companies various other companies and is currently the Managing Partner of M/s. BALAN & Co., Chartered namely Taurus Properties Private Limited, Ram Nivas Resorts and Estates Private Limited, Sloka Accountants, a reputed Auditing and Management Consultancy firm. He was appointed as Developers Private Limited Independent Director w.e.f 24.07.2018.

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

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Vision Manifestation

Secured regulatory approval to commence The Company’s net worth business in February grew to INR 30 Crores 2015 and started its by 31.03.2017 through Loan book crosses Rs. 66 operations in July 2015 infusion of capital Cr ; Net worth ~ 43 Cr

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 The loan book size has Loan book crosses 73 professionals in the group, formally takes reached ~INR 58Cr as on Crosses, PAT touches Capital market and IT over as the MD & CEO of Mar 2018 and net work Rs 5 Cr, Branches 12, field the company INR ~34.50Cr. Networth nearing 46 Cr

2013 2014 2015 2017 2017 2018 2019 Today

12 13 Annual Report 2019-20

th 7 Annual Report Name of Branch Address Telephone No Trivandrum TC 25/726, Pullenvila Towers, Near 7594043215 Oxygen Electronic Shop, Pa�om 695 004 trivandrumbranch@gosreefinance.com Kollam Aradhana Nagar, Near Nair's Hospital, 7594043216, 9995997761 Asramam, Kollam-691008 kollambr@gosreefinance.com Adoor 1st Floor Chi�undiyil Building, Above 7594043217, 9846999243 Indusind bank, Near Parthasarathy adoorbranch@gosreefinance.com Temple, Adoor -691 523 Kayamkulam 2nd Floor , Center Point, KP Road, 7594043218, 9895083539 Kayamkulam- 690 502 kayamkulambranch@gosreefinance.com

Ko�ayam Ground Floor, Kizhakkedath Arcade, Near 7594043219, 9746155022 South Indan Bank, Nagampadam, ko�ayambranch@gosreefinance.com Ko�ayam - 686 001 Muva�upuza First Floor, PR Building, Opp:Indian Oil 7594043220, 9809770599 Pump, Velloorkunnam, Muva�upuzha - gflbmmuva�upuzha@gosreefinance.com 686673 Notice of AGM Ernakulam Buildng no 65/1795,96. Mamson Arcade, 7594043221, 9946555034 Ground Floor , opp. Lenin center, Kaloor , ekmbranch@gosreefinance.com EKM 682017 & Directors’ report

Angamaly Door No-XXIV/809, 1st Floor , 7594043223, 8606065622 Palama�om Builders, MC Road, angamalybranch@gosreefinance.com Angamaly-683572 Thrissur 12/194-5 1st Floor, Gerorge Hub, Above 7594043222, 9037277170 Royal engrield showroom, Kuriachira P.O, thrissurbranch@gosreefinance.com Thrissur 680006 Kozhikode 1st Floor, Mareena Towers, Nadakkavu, 7594043226, 8921760025 Calicut-673011 kozhikodebranch@gosreefinance.com Kannur 7593885615 gflbmkannur@gosreefinance.com Palakkad 22/450 Room No-3, Aravind Arcade, 7594043224, 9744008713 Kalmandapam, Palakkad- 678 013 gflbmpalakkad@gosreefinance.com

Coimbatore 218 A 2nd Floor, Sathyamoorthy Road, 7594043228, 9994221413 OppTharakaram Silks, Ramnagar, cbebranch@gosreeﬁnance.com Coimbatore 641 009

Erode No. 072 /2, Perandurai Road, Near 7594043229, 9942890289 Reliance Mall, Erode- 638 011 gflbmerode@gosreefinance.com Salem Gou Gou Complex, Build. No1082, Door 7594043230 , 9789491711 No.10/4B, AdvaithaAshramam Road, gflbmsalem@gosreefinance.com Fairlands, Salem- 636016

14 15 Registered Address Registered Address 41/889-A3,Moopen Complex, 41/889-A3,Moopen Complex, NH Bypass Service Road, NH Bypass Service Road, Padivattom, Edappally, CIN:U65990KL2013PLC035734 Padivattom, Edappally, Kochi – 682024 CIN:U65990KL2013PLC035734 Kochi – 682024 Phone: +91 484 2803854 Phone: +91 484 2803854 NOTICE the year 2024 authorising the Board of Directors to fix the remuneration payable to them as TH NOTICE IS HEREBY GIVEN THAT THE 7 ANNUAL GENERAL MEETING OF THE MEMBERS OF recommended by the Audit Committee in consultation with the Auditors, the members hereby GOSREE FINANCE LIMITED (CIN:U65990KL2013PLC035734) WILL BE HELD ON TUESDAY THE take note that the total remuneration paid to the statutory auditors for year 2019-20 as 29TH DAY OF SEPTREMBER 2020 AT 11.00 A.M THROUGH VIDEO CONFERENCING (“VC”) / approved by the Board of Directors on recommendation of the Audit Committee is Rs.217500." OTHER AUDIO VISUAL MEANS (“OAVM”) TO TRANSACT THE FOLLOWING BUSINESS:

ORDINARY BUSINESS: SPECIAL BUSINESS

Item No. 1: Adoption Of Financial Statements. Item No.6: Re appointment of Mr P.G Jayakumar as Managing Director & CEO

To consider and adopt the Audited financial statements (including the consolidated financial To consider and, if thought fit to pass with or without modification(s), the following resolution statements) of the Company for the financial year ended March 31, 2020 and the reports of as a Special Resolution: the Board of Directors (‘the Board’) and auditors thereon.

Item No. 2: Declaration Of Dividend. “RESOLVED THAT pursuant to recommendation of the Nomination and Remuneration Committee and approval of the Board of Directors and pursuant to the provisions of Sections To declare a final dividend of ₹0.60 (Rupees Six Paisa Only) per equity share of face value ₹10 196, 197, 198, 203 and all other applicable provisions if any, read with Schedule V of the each. Companies Act, 2013 (‘Act’) and pursuant to the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended and other applicable provisions of the Item No. 3: Re-Appointment of Mr. Sidharth Ram: Companies Act, 2013 and Rules made there under (including any statutory modification(s) or re- To appoint a Director in place of Mr. Sidharth Ram, having DIN: 00763623, who retires by enactment thereof for the time being in force) and any subsequent amendment / modification rotation in compliance with the provisions of Section 152 of the Companies Act, 2013 and in the Rules, Act and/or applicable laws in this regard, approval of the Members of the being eligible, offers himself for reappointment. Company be and is hereby accorded for the re-appointment and payment of remuneration to Mr P.G.Jayakumar (DIN 03390963), as Managing Director & CEO of the Company for a period Item No. 4: Re-Appointment of Mr. R.K.Bhoodes: of 3 years with effect from 19th November, 2020 up to 18th November, 2023 on the terms and conditions fixed for a period of three years and specifically approved with powers to the Board To appoint a Director in place of Mr. R.K.Bhoodes, having DIN: 06594837, who retires by of Directors (which term shall be deemed to include any committee thereof for the time being rotation in compliance with the provisions of Section 152 of the Companies Act, 2013 and and from time to time, to which all or any of the powers hereby conferred on the Board by this being eligible, offers himself for reappointment. resolution may have been delegated) to alter, amend, vary and modify the terms and Item No. 5: Remuneration of Statutory Auditors: conditions of the said re-appointment and remuneration payable from time to time as they deem fit in such manner and within the limits prescribed under Schedule V to the said Act or To note the remuneration of M/s. Krishnamoorthy & Krishnamoorthy, Chartered Accountants any statutory amendment(s) and/or modification(s) thereof.” (FRN.No:001488S) statutory auditors of the company for the year 2019-20. “RESOLVED FURTHER THAT the Board of Directors (which term shall, unless repugnant to the context or meaning thereof, be deemed to include a duly authorised ‘Committee’ thereof) be "RESOLVED THAT as the Company had, in pursuance to Section 139, 142 and other applicable and is hereby authorised to do and perform all such acts, deeds, matters or things as may be provisions if any, of the Companies Act, 2013 read with the Companies (Audit and Auditors) considered necessary, appropriate, expedient or desirable to give effect to above resolution. Rules, 2014, as amended from time to time, appointed of M/s Krishnamoorthy & Krishnamoorthy, Chartered Accountants, (FRN.No:001488S) Building No. 57/5962, Illom Block- Item No.7: Confirmation & Approval of Terms of Remuneration of Mr T.S. Jagadeesan, th 1, Paliam Road, Kochi -682 016 as the Auditors of the Company at its 6 Annual General Managing Director for the balance period of 2 years Meeting till the conclusion of the 11th Annual General Meeting of the Company to be held in To consider and, if thought fit to pass with or without modification(s), the following resolution

as a Special Resolution:

RESOLVED THAT pursuant to the provisions of Sections 196,197 read with Part II Section II of Schedule V of Companies Act,2013 (“the Act”), the consent of the Members be and are hereby

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

accorded to pay remuneration of Rs.400,000 (Rupees Four Lakhs Only) per month, along with Annual Increments which may accrue, year to year, as per the Policy of the company and as "RESOLVED THAT pursuant to the provisions of Sections 62 (1)(b) of the Companies Act, 2013 may be decided by the Board on the recommendation of the Nomination and Remuneration (including any statutory modifications(s) or re-enactment(s) thereof, for the time being in Committee (hereinafter called the “NRC”) from time to time, to Mr. T.S. Jagadeesan, Managing force), Rule 12 of the Companies (Share Capital and Debentures) Rules, 2014, as amended Director, for a period of 2 years ,with effect from 01.04.2020, subject to the maximum limit as from time to time, all applicable rules and the articles of association of the Company, the prescribed in Schedule V of the Act and as per the terms and conditions approved by the approval of the members be and is hereby accorded, for the adoption of the employee stock Nomination and Remuneration Committee of the Company.” option scheme, "GFL ESOP 2020" presented to the members along with its supplementary documents." “RESOLVED FURTHER THAT the Board of Directors (which term shall, unless repugnant to the context or meaning thereof, be deemed to include a duly authorised ‘Committee’ thereof) be "RESOLVED FURTHER THAT the Nomination and Remuneration Committee be and is hereby and is hereby authorised to do and perform all such acts, deeds, matters or things as may be authorised to formulate, implement, supervise and administer the Scheme GFL ESOP 2020." considered necessary, appropriate, expedient or desirable to give effect to above resolution. "RESOLVED FURTHER THAT consent be and is hereby accorded to the Board for the issuance Item No.8: Time extension for exercise of Share Warrants and allotment of up to 20,00,000 (Twenty Lakh) equity shares of Rs. 10/- each, upon exercise of the options, at book value of the Company prevailing at the time of grant of option and on To consider and if thought fit, to pass the following resolution as Special Resolution. such terms and conditions and upon meeting of such criteria for granting and vesting as may be fixed or determined by the Nomination and Remuneration Committee." RESOLVED, THAT subject to the provisions of section 62(1), 42 and such other applicable provisions of Companies Act, 2013 and rule made there under ( including any statutory "RESOLVED FURTHER THAT the new equity Shares to be issued and allotted by the Company in modification or re-enactments for the time being in force) (the Act) and Articles of Association the manner aforesaid shall rank pari-passu in all respects with the existing Equity Shares of the of the Company, the approval of the members be and is hereby accorded to alter the terms of Company, unless otherwise decided by the Board" issue of 1433700 (Fourteen Lakhs Thirty Three Thousand Seven Hundred) Share Warrants issued and outstanding as per the resolution dated 25th May, 2017 (the Warrant) as follows:- "RESOLVED FURTHER THAT the Board be and is hereby authorized to make modifications in the Plan including in any ancillary documents thereto, as it may deem fit, from time to time in its 1. The period within which the Holders of Warrant can exercise conversion of Warrants into absolute discretion in conformity with the provisions of the Act, the memorandum of equity shares shall be altered as 7 years from the date of issue or date of announcement of association and articles of association of the Company and any other applicable laws." Initial Public Offer of the Company, whichever is earlier.

2. All other terms and conditions of issue of Warrants shall remain unaltered as per resolution Item No.10: Approval of the grant of options to any individual during any one year, equal to dated 25th May, 2017 or exceeding one percent of the issued capital of the Company at the time of grant of option.

RESOLVED FURTHER, THAT upon the exercise at any time by any holder of any such warrant of To consider and if thought fit, to pass the following resolution as Special Resolution. any right hereby created, such holder thereby waives any right, conferred under resolution dated 25th May 2017 or benefits under any other statutory provision thereof, in connection “RESOLVED THAT in accordance with Rule 12(4)(b) of the Share capital & Debenture Rules, with any such warrant; and 2014, consent of the member(s) be and is hereby accorded for the grant of Stock Options to any individual, during any one year equal to or exceeding 1% of the issued, subscribed and RESOLVED FURTHER THAT any Director or the Company secretary of the company be and are paid-up capital of the Company at the time of grant of option. hereby severally authorized to do all such acts, deeds and things as may be expedient to give effect to the aforesaid resolution. “RESOLVED FURTHER THAT, for the purpose of giving effect to this resolution, the Board of Directors including the Nomination & Remuneration Committee be and is hereby authorized on behalf of the Company to do all such acts, deeds, matters and things as it may, in its Item No.9: To Offer, Issue and Allot Options Under Employee Stock Option Plan absolute discretion, deem necessary or desirable for such purpose, on behalf of the Company to settle all questions, difficulties or doubts that may arise in this regard, as it may, in its To consider and if thought fit, to pass the following resolution as Special Resolution.

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absolute discretion deem fit, without being required to seek any further consent or approval of NOTES the member(s).” 1. Pursuant to the Circular No. 14/2020 dated April 08, 2020, issued by the Ministry of Corporate Affairs, the facility to appoint proxy to attend and cast vote for the members is not available for this AGM. However, the Body Corporates are entitled to appoint authorized Item No.11: Private Placement of Non-Convertible Debentures and/ or other debt securities: representatives to attend the AGM through VC/OAVM and participate thereat and cast their votes through e-voting. To consider and, if thought fit, to pass with or without modification(s), the following resolution 2. In view of the massive outbreak of the COVID-19 pandemic, social distancing is to be a pre- as Special Resolution:- requisite and pursuant to the Circular No. 14/2020 dated April 08, 2020, issued by the Ministry “RESOLVED THAT pursuant to the provisions of Sections 42, 71 of the Companies Act, 2013 of Corporate Affairs, physical attendance of the Members to the AGM venue is not required. (“the Act”), read with Rule 14 of Companies (Prospectus and Allotment of Securities) Rules, Hence, Members have to attend and participate in the ensuing AGM though VC/OAVM. 2014 and other applicable provisions, if any, of the Act (including any statutory modification(s) 3. Those Shareholders whose email IDs are not registered, are requested to register their email or re-enactment(s) thereof, for the time being in force) and in accordance with the provisions ID with the company in the link https://www.integratedindia.in/emailupdation.aspx. of the Memorandum and Articles of Association of the Company, RBI Notification No. DNBR (PD) CC No. 021/03.10.001/2014-15 dated 20th February, 2015, such other 4. The Members can join the AGM in the VC/OAVM mode 15 minutes before and after the terms/requirements laid down by the Reserve Bank of India in this regard, and/or any other scheduled time of the commencement of the Meeting by following the procedure mentioned in concerned statutory/regulatory authority, as may be necessary, the consent of the members the Notice. The facility of participation at the AGM through VC/OAVM will be made available for be and is hereby accorded to the Board of Directors (hereinafter referred to as the ‘Board’ all the members on first come first served basis. This will not include large Shareholders which term shall be deemed to include any Committee thereof) to create, offer, issue and allot (Shareholders holding 2% or more shareholding), Promoters, Institutional Investors, Directors, Redeemable Secured/Unsecured Non-Convertible Debentures (the “NCDs”) and/or other Debt Key Managerial Personnel, the Chairpersons of the Audit Committee, Nomination and Securities in the aggregate amount of up to Rs. 50.00 crores (Rupees Fifty Crores Only), in one Remuneration Committee and Stakeholder’s Relationship Committee, Auditors, who are or more tranches on private placement basis , up to 28-09-2021 or till the date of AGM to be allowed to attend the AGM without restriction on account of first come first served basis. conducted in the year 2021, whichever is later, to the eligible investors within the overall 5. The attendance of the Members attending the AGM through VC/OAVM will be counted for borrowing limits of the Company on such terms and conditions as the Board may in its the purpose of reckoning the quorum under Section 103 of the Companies Act, 2013. absolute discretion deem fit.” 6. The Members will be allowed to pose questions during the course of the Meeting. The RESOLVED FURTHER THAT for the purpose of giving effect to this resolution, the queries can also be given in advance [email protected]. Board/Committee be and is hereby authorized to appoint the Debenture Trustees, determine the terms of issue including the class of investors to whom the NCDs are to be issued, time, 7. The Explanatory Statement pursuant to the provisions of Section 102 of the Companies Act, securities to be offered, the number of NCDs, tranches, issue price, tenor, interest rate, 2013, is annexed hereto. premium /discount and to sign all deeds, documents and writings and to pay any fees, 8. The Director’s Report and Annexures thereto referred to in the Notice calling the AGM and remuneration, expenses relating thereto and for other related matters and with power on the Explanatory Statement are available on the website of the Company for inspection by the behalf of the Company to settle all questions, difficulties or doubts that may arise in this regard Members. to such offer(s) or issue(s) or allotment(s) as it may, in its absolute discretion, deem fit. 9. Book Closure Date: 21st September, 2020. RESOLVED FURTHER THAT the Board be and is hereby authorized to further delegate all or any of the powers in aforesaid matters to the Committee/officials of the Company, in such 9. Voting manners as the Board may in its absolute discretion deem fit.” During the meeting  If number of members present is less than 50, then by way of show of hands unless poll is

demanded Date: 29-08-2020 By Order of the Board

Place: Ernakulam For Gosree Finance Limited  Poll, if required, will take place by way of email.

 The company has a designated email address for voting by poll [email protected] Sd-  During the meeting, where a poll on any item is announced, the members shall cast their vote Chairman on the concerned resolutions by sending emails through their email addresses which are

20 21 Registered Address Registered Address 41/889-A3,Moopen Complex, 41/889-A3,Moopen Complex, NH Bypass Service Road, NH Bypass Service Road, Padivattom, Edappally, Padivattom, Edappally, CIN:U65990KL2013PLC035734 CIN:U65990KL2013PLC035734 Kochi – 682024 Kochi – 682024 Phone: +91 484 2803854 Phone: +91 484 2803854

registered with the company. The said emails shall only be sent to the designated email address prescribed rates ("TDS") at the time of making the payment of the Dividend. Detailed circulated by the company, ie. [email protected]; instructions/Guidelines with regards to the same are given below.  In case the counting of votes requires time, the said meeting may be adjourned and called later to declare the results. Payment of Dividend In view of the prevailing lockdown due to COVID-19 pandemic, the Dividend will be paid INSTRUCTIONS FOR MEMBERS FOR ATTENDINGTHE AGM THROUGH VC/OAVM ARE AS electronically in the bank accounts of the Members whose Bank details are available with the UNDER: Company / Registrar and Share Transfer Agent. 1. The AGM shall be held in the Google Meet Platform. 2. The members desirous of attending the AGM may update their E-mail (preferably Gmail) in the Provisions related to TDS and documents required link https://www.integratedindia.in/emailupdation.aspxon or before September 15, 2020. On You are requested to take note of the below stated TDS rates and document(s), if any, required successful registration with the company, the invitation to join the AGM will be sent to the to be submitted to the Company for your respective category on or before September 15, 2020, Members on their registered email IDs latest by September 23, 2020. in order to comply with the applicable TDS provisions. 3. Members may attend the AGM, by following the invitation link sent to their registered email ID. Members will be able to locate Meeting ID and JOIN MEETING tab. By Clicking on JOIN MEETING Resident Members they will be redirected to Meeting Room via browser or by running Temporary Application. In Tax is required to be deducted at source under Section 194 of the Income Tax Act, 1961, as order to join the Meeting, follow the step and provide the required details (mentioned above – amended by the Finance Act, 2020 ("the Act"), at 7.5% on the amount of dividend. However, Meeting Id) and Join the Meeting. Members are encouraged to join the Meeting through the same may be subject to certain exceptions as per the Act, which are stated hereunder: - Laptops for better experience. 4. In case of Android/Iphone connection, Participants will be required to download and Install the - No tax shall be deducted on the dividend payable to resident Google Meet application. Application may be downloaded from Google Play Store/ AppStore. For Resident individuals if the total dividend to be received during financial year 2020- 5. Further Members will be required to allow Camera and use Internet audio settings as and when Individuals 21 does not exceed Rs 5,000/-. asked while setting up the meeting on Mobile App. Members 6. Please note that Participants Connecting from Mobile Devices or Tablets or through Laptop - No tax shall be deducted on the dividend payable to resident connecting via Mobile Hotspot may experience Audio/Video loss due to Fluctuation in their individuals if the Member has provided Form 15H (applicable to an respective network. It is therefore recommended to use Stable Wi-Fi or LAN Connection to Individual above the age of 60 years) or Form 15G, as available in the link mitigate any kind of aforesaid glitches. 7. The helpline number for joining the Meeting through Electronic Mode will be provided in the detailed below, provided that all the required eligibility conditions are Meeting Invitation which will be sent to the eligible applicants. met.

- In case of Members who have provided a valid certificate issued under DIVIDEND FOR THE FY 2019-20 - COMMUNICATION ON TAX DEDUCTION section 197 of the Act for lower / nil rate of deduction or an exemption We are pleased to inform you that the Board of Directors at its Meeting held on August 29, certificate issued by income tax authority, the rates mentioned in such 2020 recommended a final dividend of ₹0.60 (Rupees Six Paisa Only) per equity share of face certificate shall be considered for deduction of tax at source. value ₹10 each for the financial year ended March 31, 2020 ("Dividend"), subject to approval of the Members at the ensuing Annual General Meeting to be held on September 29, 2020. Note : Registering the valid Permanent Account Number (PAN) for the

registered Folio/DP ID/Client ID is mandatory. In absence of PAN/Valid The Dividend, if approved by the Members, will be paid on or after October 8, 2020, to the Members whose names appear on the Register of Members and to the Beneficial Owners of the PAN, tax will be deducted at a higher rate of 20%, as per Section 206AA Shares as on September 21, 2020 as per the details furnished by the Depositories for this of the Act. purpose. As per the Income Tax Act, 1961, as amended by the Finance Act, 2020, dividends paid or The forms can be downloaded from and uploaded to the following link: distributed by companies on or after April 1, 2020 shall be taxable in the hands of the https://www.integratedindia.in/ExemptionFormSubmission.aspx shareholders. The Company shall therefore, be required to deduct tax at source at the

22 23 Registered Address Registered Address 41/889-A3,Moopen Complex, 41/889-A3,Moopen Complex, NH Bypass Service Road, NH Bypass Service Road, Padivattom, Edappally, Padivattom, Edappally, CIN:U65990KL2013PLC035734 CIN:U65990KL2013PLC035734 Kochi – 682024 Kochi – 682024 Phone: +91 484 2803854 Phone: +91 484 2803854

No tax shall be deducted at source on the dividend payable to certain 2. Self-attested copy of Tax Residency Certificate (TRC) (of FY 2020-21 or calendar year 2020) For Resident resident non-individuals as per the provisions of the Act on submission of obtained from the tax authorities of the country of which the Member is resident. Non- the documents mentioned below: 3. Self-declaration in Form 10F if all the details required in this form are not mentioned in the Individuals TRC. Members (a) Insurance Companies specified in the second proviso to Section 194 of 4. Self-declaration by the non-resident Member of having no Permanent Establishment in India the Act : Declaration that the insurance company has full beneficial in accordance with the applicable Tax Treaty (of FY 2020-21 or calendar year 2020) along with Self-declaration of Beneficial ownership (of FY 2020-21 or calendar year 2020) by the interest with respect to the shares owned by it along with an attested non-resident Member (draft format attached herewith). copy of the PAN of the insurance company. 5. Any other documents prescribed under the Income-tax Act, 1961 for lower or nil withholding of tax, if applicable. (b) Mutual Funds : Certificate of registration under Section 10(23D) of the

Act issued by the appropriate authority along with an attested copy of the Kindly note that the Company is not obligated to apply beneficial tax treaty rates at the time PAN of the mutual fund. of tax deduction / withholding on dividend amounts. Application of beneficial rate of tax treaty for the purpose of withholding taxes shall depend upon completeness and satisfactory (c) Alternative Investment Fund: Self-declaration that its income is review by the Company of the documents submitted by the non-resident Member. exempt under Section 10 (23FBA) of the Act and that the Fund is governed by the SEBI Regulations as Category I or Category II Alternative In case of Foreign Institutional Investors (FII) and Foreign Portfolio Investors (FPI), taxes shall Investment Fund, along with an attested copy of the PAN and registration be withheld at 20% plus applicable surcharge and cess in accordance with provisions of certificate. Section 196D of the Act.

(d) Other Non-Individual Members : Documentary evidence along with an Click here to download and upload Form 10F and Self Declaration : attested copy of the PAN for Members who are exempted from https://www.integratedindia.in/ExemptionFormSubmission.aspx deduction of tax under Section 194 of the Act, and categories covered Members having multiple accounts under different Status/Category under Section 196 of the Act. Members holding shares under multiple accounts under different status/category and single Further, in case of Members who have provided a valid certificate issued PAN, may note that, higher of the tax as applicable to the status in which shares held under a PAN will be considered on their entire holding in different accounts. under Section 197 of the Act for lower/ nil rate of deduction or an Summary of applicable TDS / withholding tax rate exemption certificate issued by income tax authority, the rates

mentioned in such certificate shall be considered for deduction of tax at The said Dividend will be paid after deducting the tax at source as under: source. 1. Nil for resident shareholders in case Form 15G/ Form15H (as applicable) along with self- attested copy of the valid PAN is submitted. Note: Recording of the Valid Permanent Account Number (PAN) for the 2. 7.5% for resident shareholders in case valid PAN is provided/ available. registered Folio/DP id-Client Id is mandatory. In absence of PAN/ Valid 3. 20% for resident shareholders in case valid PAN is not provided / not available. PAN, tax will be deducted at a higher rate of 20%, as per Section 206AA of 4. Beneficial tax treaty rate (based on tax treaty with India) for non-resident shareholders, as the Act. applicable will be applied based on the documents submitted by the non-resident shareholders. 5. 20% plus applicable surcharge and cess for non-resident shareholders including FII/FPI in case Non-Resident Members the aforementioned documents are not submitted. Non-resident Members can avail the benefit of Double Tax Avoidance Treaty between India 6. At the rates prescribed in the lower withholding certificate, if such certificate is made and their country of residence on submission of the documents mentioned below: available. 1. Self-attested copy of the Permanent Account Number (PAN Card) allotted by the Indian Income Tax authorities.

24 25 Registered Address Registered Address 41/889-A3,Moopen Complex, 41/889-A3,Moopen Complex, NH Bypass Service Road, NH Bypass Service Road, Padivattom, Edappally, Padivattom, Edappally, CIN:U65990KL2013PLC035734 CIN:U65990KL2013PLC035734 Kochi – 682024 Kochi – 682024 Phone: +91 484 2803854 Phone: +91 484 2803854

In view of the prevailing pandemic situation, only scanned copies of the aforementioned EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013 documents will be accepted by the Company. The documents (duly completed and signed) are RELATING TO: required to be submitted to Integrated Registry Management Services Private Limited, Registrar and Share Transfer Agent of the Company ("Integrated") by uploading on the link ITEM NO. 5 https://www.integratedindia.in/ExemptionFormSubmission.aspx not later than September 21, 2020 in order to enable the Company to determine and deduct TDS/withholding tax at According to section 142 (1) of the Companies Act, 2013, remuneration of the auditors of a appropriate rate. Communication on tax determination / deduction shall not be entertained company, which includes the expenses, any sums to be paid from the Company in respect of post September 21, 2020. auditors' expenses etc shall be fixed by the Company in general meeting or in such manner as the Company in general meeting may determine. For all self-attested documents, Members must mention on the document "certified true copy Therefore, on a harmonious application of the aforesaid legal provision, the 6th General of the original". For all documents being uploaded by the Member, the Member undertakes to Meeting had authorised the Board of Directors to fix the remuneration payable to the auditors send the original document(s) on the request by the Company. as may be mutually agreed to and as recommended by the Audit Committee of the Board. Accordingly, the total audit fee including out of pocket expenses etc, after recommendation of It may be further noted that in case the tax on dividend is deducted at a higher rate in absence Audit Committee and approval of Board of Directors, statutory compliance requirements, and of receipt of the aforementioned details/documents, there would still be an option available as disclosed in the audited Financial Statement for the year 2019-20 is Rs.217500. The with the Member to file the return of income and claim an appropriate refund, if eligible. No members are requested to take note of the same and to pass the Ordinary Resolution with or claim shall lie against the Company for such taxes deducted. without modification. None of the Directors and Key Managerial Personnel of the Company is in any way concerned In the event of any income tax demand (including interest, penalty, etc.) arising from any or interested in the resolution misrepresentation, inaccuracy or omission of information provided/to be provided by the Member(s), such Member(s) will be responsible to indemnify the Company and, also, provide ITEM NO.6: the Company with all information / documents and co-operation in any appellate proceedings. Mr P.G Jayakumar was appointed as the Managing Director & CEO of our Company on 19th All the above referred tax rates will be enhanced by surcharge and cess, wherever applicable. November, 2015 for a period of 5 years. On 18th November 2020 his term of 5 years is ending.

The Company will send out the email with a soft copy of the TDS certificate at the Members' Mr P.G.Jayakumar will attain the age of 70 years during the proposed tenure on 10.02.2022. He registered Email ID in due course, post payment of the Dividend. Members will also be able to has immense knowledge and exposure in various aspects relating to the Company’s affairs and see the credit of TDS in Form 26AS, which can be downloaded from their e-filing account at long business experience as a reputed Banking Professional in the Industry. Further his presence https://incometaxindiaefiling.gov.in is of utmost important for investments and growth of the Company. The Board also has enough confidence in Mr. P.G.Jayakumar in developing strong successors for the long term growth of Above communication on TDS sets out the provisions of law in a summary manner only and the Company. does not purport to be a complete analysis or listing of all potential tax consequences. This communication shall not be treated as an advice from the Company or its affiliates or its The Nomination and Remuneration Committee and the Board has approved the services of Mr Registrar & Transfer Agent. Members should obtain the tax advice related to their tax matters P.G.Jayakumar for a further period of 3 (three) years with effect from 19th November 2020 on from a tax professional. the following Terms and Conditions

All communications/queries in this respect should be addressed and sent to Terms and conditions of Managerial Remuneration: Table A [email protected]. Designation Managing Director and CEO Your co-operation in this regard is highly solicited. Period of Three years with effect from 19th

Appointment November, 2020. Date: 29-08-2020 By Order of the Board Place: Ernakulam For Gosree Finance Limited Sd/- Chairman

26 27 Registered Address Registered Address 41/889-A3,Moopen Complex, 41/889-A3,Moopen Complex, NH Bypass Service Road, NH Bypass Service Road, Padivattom, Edappally, Padivattom, Edappally, CIN:U65990KL2013PLC035734 CIN:U65990KL2013PLC035734 Kochi – 682024 Kochi – 682024 Phone: +91 484 2803854 Phone: +91 484 2803854

history and has been instrumental in putting Rs.4,00,000 Plus Annual Increments the Dhanlaxmi Bank back to its glory. but not exceeding the Maximum Limit Monthly Salary as specified in Schedule V of Terms and Companies Act, 2013. conditions of As mentioned in Table A appointment or re- Other Terms and conditions: appointment and details of re-

1. Eligible for Medical Insurance Policy for Rs.10 Lakhs comprehensively muneration covering all medical bills of Managing Director and his Spouse. 2. Eligibility for Reimbursement of Expenditure outside the above policy will Relationship with NIL be as decided by the Board. other Directors 3. Eligible for Director Indemnity Policy as applicable to other directors. 4. Conveyance – Eligible for Travel by Air in Business Class/Accommodation Number of Meetings 9/9 in Five Star Hotels. of the Board attended during the 5. Eligible for Reimbursement of Actual Expenses for mobile and Residential

year Land Line Bills. Nil 6. Eligible for Productivity Linked Incentive (PLI) when the Return on Equity Number of other (Capital+ Reserves) exceeds 20%. listed Cos. In which 7. Eligible for incentives/ bonus as may be decided by the NRC and Board

Directorship is held: from time to time

8. Car with driver for official and personal use. Names of the 9. The Remuneration package of Managing Director will be subjected to committees of the Nil review and the package would undergo changes as and when the Board of Other Nomination Remuneration Committee/Board Decides about the Companies in which Compensation Policy of managing Directors. Membership/ Chairmanship are Details of the Director as required under Secretarial Standard- 2 of General Meetings

held: P.G.Jayakumar

Name of Director Shareholding in the 10/02/1952, 68 years 0.31% company

Date of Birth, Age: 19/11/2015 Date of First None of the Directors and Key Managerial Personnel of the Company is in any way concerned or interested in the resolution except Mr.P.G.Jayakumaras a Director and shareholder of the Appointment: BSC Chemistry, CAIIB company and his relatives as mentioned in section 2 (77) of the companies Act,2013.

Qualifications: He has over 38 years of vast experience in the The Board recommends the Resolution as set out at Item No. 6 of the Notice for the approval of Nature of field of Banking, Finance, Capital Market and the members. experience/ Business Administration. Prior to Joining the

Expertise: company, he has held the positions of Executive Director and Managing director of Dhanlaxmi Bank at a critical juncture in its

28 29

ITEM NO.7: None of the Directors and Key Managerial Personnel of the Company is in any way concerned or interested in the resolution except Mr. T.S.Jagadeesan as a Director and shareholder of the Mr T.S. Jagadeesan was appointed as Managing Director of the Company on 04.11.2017 for a company. period of 5 years. During this period, he will attain the age of 70 years on 21.02.2021. Hiscontinuation in service was considered critical as his vast knowledge and experience as The Board recommends the Resolution as set out at Item No. 7 of the Notice for the asenior banker was found highly beneficial to the Company. information and approval of the members. Since the present terms of remuneration was fixed for a period of 3 years ending on 31st March 2020, the Board and the Nomination Remuneration Committee after discussions approved the Item No.8: To Consider variation of term of Share warrant remuneration for a further period of 2 years w.e.f 01.04.2020 The terms of remuneration are as follows: Share Warrants were issued by the Company to the KMPs on 25th May 2017 after taking approval of both the Board of Directors and members of the Company under the condition that the Share Warrant holders shall be entitled to apply for and obtain, in one or more tranches, Designation Managing Director allotment of one equity share of face value of Rs. 10/- (Rupees Ten only) each of the Company Period of Five years with effect from 4th November, 2017. against each Warrant within a period of 4(Four) Years/ Date of Announcement of Initial Public Appointment Offer of the Company (IPO), whichever is earlier, from the date of allotment of such warrants. 4 Lakhs (Rupees Four Lakhs Only) Plus Annual Increments , but not exceeding the Maximum Limit as specified in Further on 01/02/2018 an approval of the Board and on 06/02/2018 Members’ approval was Monthly Salary Schedule V of Companies Act, 2013 taken, for transfer of share warrants consequent to voluntary offer of KMPs by Mr. Jayakumar P.G, Mr.T.S.Jagadeesan and Mr.P.Alexander Kurian (Ex- CFO) to give one lakh Share Warrants 1. Medical Insurance policy for Rs.10 lakhs comprehensively each to Mr.R.K.Bhoodes, Mrs.P.Chandrika Devi and Mr.M.Gopalankutty Menon at the price at covering all medical bills of MD and his spouse. Medical 2. Reimbursement of Expenditure outside the above policy which the Share warrants were allotted to the said KMPs. Aid/Insurance will be as decided by the Board th 3. Eligible for Director Indemnity Policy. The period of 4 years shall be determined on 24 May, 2021. Since in the current situation the warrant holders are not in a position to make the balance payment or the Company is not going 1. Eligible for Travel by Air/Accommodation in Five Star for Initial Public Offer of the Company (IPO), the Board decided for extending the term of Hotels. Conveyance 2. Reimbursement of Daily Conveyance Expenses exercise of Share warrants by 7 years from the date of issue. 3. Innova Car with Driver. The Board recommends the Resolution as set out at Item No. 8 of the Notice for the Mobile/Land Re-imbursement of Actual expenses for Mobile and information and approval of the members. phones Residential land line.

Productivity 1. Eligible for Productivity Linked Incentive (PLI) when the None of the Directors or Key Managerial Personnel of the Company including their relatives are, linked incentive Return on Equity (Capital+ Reserves) exceeds 20%. (PLI) 2.Eligible for incentives/ bonus as may be decided by the in any way, concerned or interested, financially or otherwise, in the proposed resolution(s) NRC and Board from time to time except to the extent of the share warrants that may be granted to them

Item No.9: To Offer, Issue and Allot Options Under Employee Stock Option Plan Review of The Remuneration package of Managing Director will be Remuneration subjected to review and the package would undergo The proposed Special Resolution set out at Item No. 9 is an enabling resolution authorizing the Package. changes as and when the Board Decides about the Board to offer, issue and allot options under employee stock option plan. Compensation Policy of managing Directors. The consent of the members is sought to authorize the Board to issue the equity shares under the employee stock option plan as aforesaid. A draft of the GFL Employee Stock Option Scheme

30 31 Registered Address Registered Address 41/889-A3,Moopen Complex, 41/889-A3,Moopen Complex, NH Bypass Service Road, NH Bypass Service Road, Padivattom, Edappally, Padivattom, Edappally, CIN:U65990KL2013PLC035734 CIN:U65990KL2013PLC035734 Kochi – 682024 Kochi – 682024 Phone: +91 484 2803854 Phone: +91 484 2803854

2020 (GFL ESOP 2020) along with its supplementary documents is available at the registered 3 The appraisal process The process for determining the eligibility of the office of the Company for inspection by the members of the Company during the business for determining the employees will be specified by the Nomination and hours. eligibility of employees Remuneration Committee and will be based on the to the Employees Stock performance of an Employee as indicated by the annual GFL ESOP 2020 would be administered under the control and monitoring of the Nomination and Option Scheme; performance appraisal, minimum period of service, Remuneration Committee of the Board and under guidance from the Board from time to time. the position and For accounting for the Employee Stock Options the Company will follow the applicable responsibilities of an Employee, the nature and value to Accounting Standards. the Company of his services and accomplishments, his present and potential contribution to the success of the The grant of options as proposed in the Resolution amounts to 6.3 % of the issued Capital (Post Company and such other factors that the Committee ESOP issues) of the Company. may deem relevant.

None of the Directors, Managers, and other key managerial personnel, and their relatives are 4 The requirements of Vesting of the Options granted under the GFL ESOP 2020 concerned or interested in the aforementioned resolutions of the Company, except to the vesting and period of shall be at least one year from the date of Grant and extent of any option that may be offered or securities that may be issued to them under the vesting; could be different for different Personnel/Individuals. Scheme. 5 The maximum period The Nomination Remuneration Committee shall decide The additional information in terms of Chapter IV Companies (Share Capital and Debenture) within which the the maximum period within which the options shall be Rules, 2014 options shall be vested; vested. Sl. No Particulars Disclosures 6 The exercise price or The Exercise price shall be the book value of the 1 The total number of 20,00,000 the formula for arriving Company, as on the date of Grant. stock options to be at the same; granted; 7 The exercise period and The exercise period and process will be as specified in 2 Identification of classes Present and future permanent employees process of exercise; the GFL ESOP 2020 of employees entitled including Managing Director or Whole time Directors of 8 The Lock-in period, if Nil to participate in the the Company including its Subsidiary Companies, as may any; Employees Stock be determined by the Nomination and Remuneration Option Scheme; Committee from time to time subject to restrictions as 9 The maximum number The maximum number of options to be granted shall be my be applicable as per Law. of options to be decided by the Nomination and Remuneration granted per employee Committee and in aggregate;

10 The method which the As per applicable Accounting Standards and as decided company shall use to by the NRC Committee. value its options;

11. The conditions under The conditions under which the option shall lapse is as which option vested in

32 33

employees may lapse specified in GFL ESOP 2020 The draft copies of the Scheme are made available at the Registered Office and Website of the e.g. In case of Company for inspection. Accordingly your Directors recommend the Special Resolutions as set termination of out in Item No. 10 of this notice in the best interests of the Company. employment for None of the Directors of the Company are in any way concerned or interested, in this misconduct resolution, except to the extent of any option that may be offered or securities that may be 12. The specified time The time period for exercise shall be determined by issued to them under the Scheme. period within which the the Nomination and Remuneration Committee. employee shall exercise Item No.11: Private Placement of Non-Convertible Debentures and/ or other debt

the vested options in securities: In pursuance of the increased business volume as envisaged in the revised business plan of the the event of a proposed company for the FY 2020-21, the Board of Directors of the company proposes to offer, issue and termination of allot Redeemable Secured/Unsecured Non-Convertible Debentures (‘NCDs’) up to an amount of employment or Rs. 50 crores in such manner and on such terms and conditions as may be deemed appropriate resignation of by the Board of Directors of the Company (hereinafter referred to as the ‘Board’ which term employee shall be deemed to include any Committee thereof). The Board has, at its meeting held on August 29, 2020, resolved to seek approval of Members to issue NCDs up to an amount of Rs. 13. A statement to the The Company shall comply with the disclosures and the 50 crores on private placement basis, on such terms and conditions as may be determined by effect that the accounting policies as prescribed from time to time. the Board up to 29-09-2021 or till the date of AGM to be conducted in the year 2021, whichever company shall comply is later.

with the applicable Section 42 of the Companies Act, 2013 read with Rule 14 of the Companies (Prospectus and accounting standards. Allotment of Securities) Rules, 2014, provides that a Company offering or making an invitation to subscribe NCDs on private placement basis shall obtain prior approval of the shareholders by

way of a special resolution. The special resolution shall be valid for a period of one year for all None of the Directors or Key Managerial Personnel of the Company including their relatives are, the offers or invitations for such NCDs made during the year. The Company may offer or invite in any way, concerned or interested, financially or otherwise, in the proposed resolution(s) subscription for NCDs, in one or more series/tranches on private placement basis to persons except to the extent of the stock options that may be granted to them as per the proposed who may or may not be shareholders of the Company. The proposed borrowings along with the resolutions set out at Item No. 9 and 10 above. existing borrowings of the Company (apart from temporary loans obtained from the Company’s bankers in the ordinary course of business) would not exceed the borrowing limit approved by The Board recommends passing of the resolutions as set out under Item No. 9 of the Notice for the shareholders from time to time. The Company shall further comply with the provisions of approval of the members as a special resolution. Notification No. DNBR (PD) CC No. 021/03.10.001/2014-15 dated 20 February 2015 issued by the Reserve Bank of India. ITEM NO.10: As per Rule 12 (4) (b) of the Companies (Share Capital and Debentures) Rules, 2019, a separate Approval of the shareholders is, therefore, sought for the proposed issue of NCDs and for special resolution is required to be passed if the benefits of the Scheme are to be extended to authorising the Board to issue NCDs on such terms and conditions as may be deemed identified Employees, during any one year, equal to or exceeding one per cent of the issued appropriate by the Board. capital of the company at the time of grant of option. Further, the Company may identify The Board recommends the Special resolution as set out in Item No.11 of the Notice for certain Employee/s to whom it may be necessary to grant option exceeding one per cent in one approval of the shareholders of the Company. year to ensure continuity of their service with the Company. The resolution as set out in Item None of the Directors or Key Managerial Personnel of the Company and their relatives are No.10 provides that the Company may grant option equal to or exceeding one per cent but not concerned or interested, financially or otherwise, in the Special Resolution exceeding 5 percent in one year to identified Employee/s or Director/s of the Company.

34 35 Registered Address Annual Report 2019-20 41/889-A3,Moopen Complex, NH Bypass Service Road, Padivattom, Edappally, CIN:U65990KL2013PLC035734 Kochi – 682024 Phone: +91 484 2803854 DIRECTORS’ REPORT FOR THE FINANCIAL YEAR 2019-2020

Route Map and Prominent Landmark of AGM Venue and Attendance Slip. To the Members,

In view of the extraordinary circumstances due to COVID-19 pandemic prevailing in the country, Your Directors have pleasure in presenting their7thAnnual Report on the business and MCA vide its Circular No. 14/2020 had clarified that social distancing is a pre-requisite in the operations of the company together with the Audited Statement of Accounts for the year st current scenario and in reference to clarifications/ Guidance on applicability of Secretarial ended 31 March, 2020. Standards on General Meetings (SS-2) dated April 15, 2020 the Company will hold the AGM 1. FINANCIAL HIGHLIGHTS (STANDALONE AND CONSOLIDATED): through VC/OAVM, without the physical presence of the Members at the registered office of the Company. During the year under review, performance of your company is as under: (Stand Alone) (Rupees in Lakhs) In view of the directions from MCA, the Meeting is being convened through VC/OAVM and Financial parameters for the year ended 31st March 2020 31st March 2019 physical presence of the Members are not required at the venue and that the proceedings of the AGM conducted shall be deemed to be made at this venue. Interest Income 1344.33 1082.78 Other Income 7.90 8.73

Gross Income 1352.23 1091.51 Date: 29-08-2020 By Order of the Board Finance Cost 294.16 279.99 Place: Ernakulam For Gosree Finance Limited Employee Expenses 247.71 180.05

Sd/- Depreciation 14.71 9.84 Chairman Other Operating Expenses 138.13 129.10 Net Pro t Before Tax 657.53 422.24 Provision for Tax 158.22 128.00 Pro t for the year 499.31 294.24 Financial Position as on 31st March 2020 31st March 2019 Total Loans 7284.19 6673.45 Total NCDs& Tier II bonds 2124.50 900.38 Total Borrowings from Banks & FIs 935.24 1662.88 Net worth 4594.82 4326.55 Ratios Return on Total Assets(%) –Post Tax 6.8 4.4 Return on Net Worth(%) – Post Tax 11.2 7.6 Book Value per share 14.4 13.6 Earnings per share 1.56 1.02 Operating Cost to Income 40 .0734 .02 Capital Adequacy Ratio 62.3 365.3

The Company has two subsidiaries viz. Gosree Insurance Broking Services Private Limited and Gosree Risk & Investment Private Limited. The Consolidated performance of the group as per consolidated nancial statements is as under:

37 36 Annual Report 2019-20

(Consolidated) (Rupees in Lakhs) Particulars for the Year 31st March 2020 31st March 2019 challenges faced by the industry, RBI has been announcing various measures to aid in ended liquidity flow into the system and to give relief to NBFCs. The importance of NBFCs in credit intermediation is growing; the default by the large NBFCs brought the focus on the Gross Income 1383.44 1116.77 asset liability mismatches of NBFCs, which poses risks to the NBFC sector as well as the Finance Costs 295.31 280.18 financial system as a whole. To address such concerns, the Reserve Bank introduced the liquidity coverage ratio (LCR) requirement for all deposit-taking NBFCs and non-deposit Employee Expense 287.60 209.85 taking NBFCs with an asset size of Rs.5,000 crore and above (constituting 87 per cent of Depreciation 16.58 11.05 the total assets of the NBFC sector). Other Operating Expense 155.49 211.55 Both global and Indian economic scenario changed drastically and the expectations of a Net Profit Before Tax 628.46 404.14 gradual recovery became considerably muted due to the threat raised by Covid-19. The virus had spread to more than 200 countries in a very short span of time. Economies Provision for Tax 158.61 128.00 around the globe took time to realise the pandemic nature of the disease, for which heavy Profit for the year 469.77276.14 price is being paid in general. The greater the odds of a global downturn, anticipated economic downturn could be deeper and the subsequent recovery could be weaker reflecting the devastation inflicted by the pandemic. The crisis is unprecedented. This has 2. STATE OF COMPANY’S AFFAIRS AND FUTURE OUTLOOK: cast a shadow in domestic economy as well. The Covid-19 has cast a long shadow over a much-anticipated mild recovery in the Indian economy in fiscal 2021, with the World The Company had a mix of positive and negative factors to confront during the year under Health Organisation (WHO) declaring it a pandemic. Even though India may not slip into a report. recession, unlike the Eurozone, the US, or Asia-Pacific that has stronger trade ties to China, it is expected that the impact on India’s GDP growth would be significant. The Asian Global economy witnessed multiple events like trade tensions between US and China, Development Bank (ADB) has projected India’s growth to slow down to 4% for the delay in Brexit, an impending recession on account of global macro-financial conditions, financial year 2020-21. oil market disruptions, geo-political tensions, social unrest and country specific risks in large emerging market economies such as India, Brazil, Russia and Mexico, all of which The adverse developments had their impact on your Company too. Additional support affected major economies around the globe including advanced economies in Europe and from the banking system remained elusive. Our plans for disbursements in the last quarter other emerging market economies. Central Banks across the globe reacted aggressively to were shattered due to the pandemic and the lock down. Transactions for sale of property the sluggish activity by reducing interest rates, which averted a deeper slowdown. for settlement of our NPAs could not be completed because of the lockdown. Our EGM for Concurrently, fears of recession in the US faded away with the correction in inverted US private placement of equity shares to augment our capital before the end of the fiscal year under report could not be held due to the lockdown. In spite of all these impacts, your yield curve. Company could present a reasonably robust performance: In contrast, Indian Scenario FY 20 started off on an optimistic note with the Government  Your Company’s loan assets grew to 73.27 Crs by 10.5% from the previous year’ receiving stronger mandate for the second successive term, which raised hopes of figure. Total disbursal of loans during the year was Rs.43 Crore continuity in policy and reforms framework. However, the economy was grappling with  slow macro numbers throughout the year. India’s GDP growth was at the rate of 5.2% in Though we did not get additional bank finance, we could collect Rs.12.78 Cr by Q1, 4.4% in Q2, 4.1% in Q3 and 3.1% in Q4 aggregating to a growth of 4.2% for the full way of NCDS/Sub debts during the year. NCDs including Sub debts grew by year. The cumulative IIP (Index of Industrial Production) for the period April-March 2019- 140% during the year under report.  20 has contracted by 0.7% over the corresponding period of the previous year. Trade We could restrict our gross NPAs to 5.73 Cr, forming 7.8%% of gross credit. We deficit for the period April-January 2019-20 reduced to USD 133.27 Billion from USD could recover Rs.143 lakhs in our NPA category. 163.275 Billion of the corresponding period of the previous year because of reduction in  Net Interest Income increased to Rs. 9.55 Cr, a growth of 30.4% oil price and reduced demand for imported goods. Economy was going through a  Net Profit before tax (Stand alone) increased to Rs.6.58 Cr, an increase of 56% slowdown, as weakness in the real sector and stress in the financial sector were acting  Profit after tax (Stand alone) increased to Rs.4.99 Cr, an increase of 70% together to bring down the growth numbers. Defaults by a large NBFC and a HFC in 2018 -  Company opened 7 branches to lift its strength to 12. 19 continued to cast its shadow on the NBFC sector throughout the year. The NBFCs  Its subsidiary Gosree Insurance Broking Services Private Limited continued to be witnessed stress in their asset quality during the first half year of 2019-20. The gross NPA in loss; loss returned during the year under report was Rs. 31 lakhs against Rs. 18 ratio of the NBFC sector increased from 6.1 per cent as at end-March 2019 to 6.3 per cent lakhs of preceding year as at end-September 2019. The net NPA ratio, however, remained steady at 3.4 percent  The other subsidiary Gosree Risk and Investment Private Limited returned a between end-March 2019 and end-September 2019. As part of response to the economic nominal profit of Rs.1.4 lakhs against previous year’s loss of Rs.20000

38 39 Annual Report 2019-20

 Profit before tax on a consolidated basis is Rs.6.28 Cr against Rs.4.04 Cr of previous year and Profit after tax on a consolidated basis is Rs.4.70 Cr against previous year’s Rs.2.76 Cr We will continue to expand our footprints in areas which o er good scope for our Towards the end of last fiscal, your Company had launched a product, “Micro-SME business expansion plans Loan” to cater to the lower and marginal SME segment. We could substantially grow Its subsidiaries have also streamlined their operations and are expected to substantially this product to Rs.13.40 Cr, now forming 18% of our total AUM. Though the improve their performance during the current year

economic slowdown had its own impact on the various business segments, your 3. Human Resource Management Company could, through its close monitoring and intensive collection drive, arrest Our Company has adopted a HR policy of blending the skill & maturity of the experienced delinquency in our loan accounts to a great extent. personnel with energy & spontaneity of the youth for developing its Human Resources. The Management ensures that employees understand the Organization well – its plans As the NBFCs support 30%-40% of total consumer financing, the liquidity crisis in NBFCs for growth, its business philosophy, work culture, ethics and values etc – through ongoing will seriously affect sales of automobiles, dwindling real estate and construction sector, communication. Employees are encouraged to communicate between themselves and sequentially leading further to economic downturn. NBFCs account for nearly 25% of total also between di erent levels. Social media is e ectively used for this. Besides this, monthly lending from Banking System. Though Banks, wary of the spill over effects, continue to be manager’s meetings are conducted with free ow of communication. Training modules sceptical to support the sector, the Government and RBI may look to introduce new have been introduced for all groups of employees. All these initiatives help the Company schemes including infusion of long-term funds through players like LIC as the sector is to keep the employees motivated. shattered by multiple shocks over a period. The Government and RBI are expected to promulgate concrete plans and measures to overcome these turbulent times so that the The Company has adopted a compensation policy which ensures rewards for the performers. Your Company o ers a reasonably and comparatively good compensation economy weathers from the pandemic with limited damages. Govt and RBI have already package to all its employees with a balanced mix of xed and variable pay. The employees come up with plans offering moratorium for loan repayments, liquidity support to MSMEs, are yet to avail the benets of variable pay because most of them are new and are in the enhanced credit flow etc. learning process; once they start performing in full scale, they will nd our variable pay It is hoped that India’s gross domestic product growth to strengthen to 6.2% in FY22, package attractive and fullling their aspirations. The Company has 81 employees on its boosted by government reforms, notwithstanding the ADB report. It is anticipated that roll as on 31st March 2020. domestic demand will rebound strongly once the lock downs are lifted and full economic activity resumes. The decline in oil prices is likely to moderate the foreign exchange outgo 4. CHANGE IN NATURE OF BUSINESS, IF ANY: on the back of higher spending by the government to revive growth. During the year, the NIL government has taken several steps to lift growth, including a cut in corporate tax rates, a

real estate fund for stressed housing projects and a national infrastructure pipeline. Some 5. DIVIDEND: positive signals are already visible. With reasonably good Monsoon, we are expecting good crops. The ‘Atmanirbhar Bharat Abhiyan’ stimulus package is expected to be the key Your Directors are pleased to recommend a nal dividend of ₹0.60 per equity share of face driver of revival and structural reforms going forward. The package, with its credit booster value of ₹10 each absorbing a sum of ₹191.64 lakhs, for the approval of members in the to MSMEs, liquidity support to NBFCs, HFCs and MFIs, focus on social and rural segment, ensuing Annual General Meeting. reforms in the power sector etc are expected to strengthen the economy. These measures 6. AMOUNTS TRANSFERRED TO RESERVES: have certainly improved the outlook for the finance industry An amount of Rs.1, 00, 22,001.62 has been transferred to Statutory Reserve under Section 45-IC of RBI Act, 1934; other than this, the Board of the company does not propose to In line with the RBI COVID Regulatory Package, your Company offered a moratorium to its transfer any amount to the Reserves. customers on loan instalments basis a Board approved policy. In respect of such borrowers 7. CHANGES IN SHARE CAPITAL, IF ANY: to whom the benefit of asset classification was extended consequent to the moratorium, the Company has made provisions on conservative basis for expected credit loss. During the Financial Year 2019-20, there was no change in the share capital of the Company. Consequent to the new measures announced by the Govt and RBI, outlook for growth 8. DISCLOSURE REGARDING ISSUE OF EQUITY SHARES WITH DIFFERENTIAL RIGHTS: seems to be positive as we are finding new offerings from banks and financial institutions. The Company has not issued any Equity shares with di erential voting rights during the Due to falling interest rates, more opportunities are expected in NCD mobilisation at period under review. reasonable rate of interest. Demand for credit is reasonable, but one should be very cautious; and your company is sticking to its robust credit appraisal system supported by Risk management system while expanding our credit portfolio. As Company is planning to expand its foot prints, it has launched Gosree Gold Loan also to its product suit, which is expected to do well.

40 41 Annual Report 2019-20

6 CHANDRAMOHANA PRASAD 4 9

9. DISCLOSURE REGARDING ISSUE OF EMPLOYEE STOCK OPTIONS: 8 SIDHARTH RAM 3 9 During the Financial Year 2017-18, the company had given in-principle nod for the 9 N GOVINDAN 5 9 formulation of 2 % Employee Stock Option Scheme at the EGM held on 06.02.2018. The 10 SRIRAG SUBRAMONIAM 5 9 scheme may be effectively implemented on a future date based on the necessity. 11 VISHNU PRASAD B MENON 8 9 Presently the Board proposes for an in-principle nod for the formulation of 2,000,000 (Twenty Lakh Only)Nos of Employee Stock Option at theproposed AGM to be held on 29.09.2020. The scheme may be effectively implemented on a future date based on the 13. PARTICULARS OF LOAN, GUARANTEES AND INVESTMENTS UNDER necessity, subject to the approval in the ensuing AGM. SECTION 186:

10. DISCLOSURE REGARDING ISSUE OF SWEAT EQUITY SHARES: The Company has not made investments not permitted under sub section (1) of section 186 of the Companies Act,2013.The other provisions of section 186 of the Companies The Company has not issued any sweat equity shares during the period under review. Act,2013 are not applicable to the Company since it is a Non-Banking Finance Company, 11. EXTRACT OF ANNUAL RETURN: as per the provisions of Companies (Meeting of board and its powers)Rules 2014. Extract of Annual Return pursuant to Section 92 of Companies Act, 2013 and Rule 12(1) of 14. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED the Companies(Management and Administration) Rules, 2014, is annexed herewith as PARTIES: ANNEXURE I. Particulars of Contracts or Arrangements with Related parties referred to in Section 188(1) 12. NUMBER OF BOARD MEETINGS: are given in Form AOC- 2 as ANNEXURE – II. The Board of Directors met 9 times during financial year. 15. EXPLANATIONS OR COMMENTS BY THE BOARD ON EVERY Period Date of Board meeting QUALIFICATION, RESERVATION OR ADVERSE REMARK OR DISCLAIMER MADE: April to June, 2019 May 30, 2019 July to September, 2019 July 13, 2019; August 07,2019;  By the Auditor in his report: The Auditors Report does not contain any qualification or adverse remark and it October to December 2018 October 14,2019; October 26,2019; November depicts a true and fair view of the financial position of the company. Hence no 09, 2019; comments or explanation has been provided.

January to March 2019 January 11,2020; February 27, 2020; March 21,  By the Company Secretary in Practice in his secretarial Audit Report: 2020 The Company does not come under the purview of section 204, dealing with Secretarial Audit for bigger companies, during the period under review. Hence no reporting has been made. Sn Name Of The Director No.of Meetings No.of Meetings To Attended Be Attended As 16. MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF Director THE COMPANY FROM THE CLOSE OF THE FINANCIAL YEAR TILL THE DATE THE BOARD 1 M GOPALANKUTTY MENON 9 9 REPORT:

2 P G JAYAKUMAR 9 9 There is no material changes affecting the financial position of the company from the 3 T S JAGADEESAN 9 9 close of the financial year till the date the board report.

4 T S ANANTHARAMAN 4 9 17. CONSERVATION OF ENERGY, TECHNOLOGY, ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO: 4 P CHANDRIKA DEVI 7 9 (A) Conservation of Energy: 5 R K BHOODES 3 9

42 43 Annual Report 2019-20

The Company is not engaged in any manufacturing activities. However, conservation of energy in whatever way possible will continue to be achieved by 00763623 SIDHARTH RAM HILL GARDENS 203 Director 23/08/2017 the Company. KUTTANELLUR P.O, PUTHUR, VETTUKAD (B) Technology Absorption: THRISSUR 680014 KL IN

The Company has already entered into agreement with a technology provider for 02112415 NARASIMHA 40/8660-A, TD ROAD NEAR Director 12/03/2016 GOVINDAN implementation of an Integrated Software for its business and administration PATEL ROADWAYS, COLLEGE PO ERNAKULAM activities. 682035 KL IN

(C) Foreign Exchange Inflow and Outgo: NIL 03500806 VISHNU PRASAD PARAYATH BANK ROAD, Director 23/03/2018 BALAKRISHNA MENON ALUVA ERNAKULAM 683101 KL IN 18. DETAILS OF SUBSIDIARY, JOINT VENTURE OR ASSOCIATES: 06593209 CHANDRIKA DEVI TC 9/2621- Director 20/12/2013 Particulars of the Subsidiaries have been annexed separately as Form AOC-1 under 1,CHANDRATARA ELANKAM Annexure –III GARDENS, VELLAYAMBALAM,SASTHA DETAILS OF THE COMPANIES WHICH HAVE BECOME / CEASED TO BE ITS MAN GALAM THIRUVANANTHAPURAM SUBSIDIARY/ JV/ ASSOCIATE COMPANY. 695010 KL IN ‘NIL’ AND HENCE DETAILS NOT GIVEN. 06594837 RAGHAVAN PILLAI SABARI, MWRA 21, Director 20/06/2015 KUNJULEKSHMI KOCHUPILAMOODU 19. RISK MANAGEMENT POLICY: BHOODES KOLLAM PO KOLLAM 691001 KL IN The company is in the process of getting into more and more business activities and is in 06598286 GOPALANKUTTY FLAT NO.10D, DUKE Director 20/12/2013 the process of evolving its own Risk Management Methods as part of the credit policy. The MAMBALLIKALAM TOWER,SKYLINE IMPERIAL Company has put in place a mechanism to minimize operational risks through effective MENON GARDEN STADIUM control systems. The Company has in place a risk management policy to identify, assess, ROAD,PALARIVATTOM S.O, monitor and mitigate various risks to key business objectives. The risk management PALARIVAT TOM , ERNA framework of the Company aims to identify the diverse risks faced by the Company and COCHIN 682025 KL IN come up with appropriate mitigation strategies. Managing the risks arising in credit, 07240418 CHANDRAMOHANA SHANTI NILAYAM, Director 21/07/2015 interest rates and liquidity form critical components of our risk management system. PRASAD BHASKARA KOTTARKAVU KURUP MAVELIKARA.P.O,ALAPPUZ 20. DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL: HA MAVELIKARA 690101 KL IN

DINDIN/DPI Full Name Present Residential Address Designation Date of 07628963 SRIRAAG SRIRANJINI,KC-8/797, EXCEL Director 10/12/2016 N/PAN Appointment SUBRAMONIAN NAGAR-14 THEVALLY.P.O KOLLAM 691009 KL IN 03390963 PALLISSERY 50/298B, SREEVALSOM Managing 19/11/2015 NAMBIATH PRASANTHI NAGAR, Director & AFRPP3511 GOVINDASADAN GOVINDA SADANAM, CFO(KMP) 05/01/2019 GOPALAKRISHNAN EDAPPALLY S.O, EDAPPALL CEO M SIVASANKARA PILLAI PARK VIEW ROAD, NORTH NAIR JAYAKUMAR Y , ERNAKU KOCHI 682024 AJITH PRASAD PARAVOOR ERNAKULAM KL IN 683513 KL IN

06775429 JAGADEESAN VILLA 20, PERIYAR Managing 04/11/2017 GLUPS4839 SRIPRIYA M SHENOY 8/167, SREE KRISHNA Company 03/06/2019 THAZHATHUVEETTIL HERMITAGE Director G PRASAD T.D. WEST GATE, Secretary SANKUNNY MENON THAIKKATUKARA.P.O , MATTANCHERY P.O. KOCHI ALUVA KOCHI 683106 KL IN 682002 KL IN 00480136 TRIKKUR NO.1121, SOBHA TOPAZ, Additional 27/05/2019 SEETHARAMAN SOBHA CITY, TRICHUR, Director ANANTHARAMAN PUZHAKKAL, THRISSUR 680553 KL IN As per the clause 110 &111 of Articles of Association of the Company, Mr.R K Bhoodes and Mr Sidharth Ram, Directors of the Company are liable to retire by rotation at the ensuing Annual General Meeting of the company. During the Financial year,

44 45 Annual Report 2019-20

 Mr.T.S.Anantharaman has been regularised as director of the company at the 6th Companies Act, 2013 to the effect that they meet the criteria of independence as laid AGM held on 07.08.2019. down in Section 149 (6) thereof.  Mr. Visakh T.V, resigned as the Company Secretary of the Company on 01.06.2019  Mrs. Sripriya M Shenoy was appointed as the Company Secretary of the Company 26. COMMITTEES OF THE BOARD OF DIRECTORS: with effect from 03.06.2019. The Board also has delegated some of its powers to sub-committees, some of which have 21. DETAILS OF SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR also been formed to comply with applicable regulations. These committees monitor COURTS OR TRIBUNAL: matters that come under their mandate in more detail. These committees are: i. Audit Committee Directors hereby confirm that there are no significant and material orders passed by the The Company has constituted a qualified Audit Committee as required under Regulators or Courts or Tribunals impacting the going concern status and the company’s Section 177 of the Companies Act, 2013. As per Sec 177(4) of the Companies Act operations in future. 2013, the terms of reference to be specified in writing by the Board shall inter alia 22. STATEMENT IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROL WITH include: REFERENCE TO THE FINANCIAL STATEMENTS:  The recommendation for appointment, remuneration and terms of There is adequate internal control procedure commensurate with the size of the company appointment of Auditors of the Company. and the nature of its business. Further the board has not either come across nor has been informed of any continuing failure to correct the major weakness in the existing internal  Review and monitor the Auditor’s independence and performance, and control system. effectiveness of Audit process.

 Examination of the financial statement and the Auditors’ Report thereon. 23. RECEIPT OF ANY COMMISSION BY MD/WTD FROM A COMPANY OR FOR RECEIPT OF  COMMISSION /REMUNERATION FROM ITS HOLDING OR SUBSIDIARY: Approval or any subsequent modification of transaction of the Company with related parties. NIL  Scrutiny of inter-corporate loans and investments.  Valuation of undertakings or assets of the Company wherever it is necessary. 24. DETAILS RELATING TO DEPOSITS, COVERED UNDER CHAPTER V OF THE ACT:  Evaluation of internal financial controls and risk management systems The Company has not accepted any Deposits falling within the purview of Section 73 of  Monitoring the end use of funds raised through public offers and related the Companies Act, 2013 read with the Rules made thereunder. Also the Company being a matters.

Non-Banking Financial Company as defined in the Reserve Bank of India Act, 1934, the provisions of section 73(1) of Companies Act, 2013, shall not apply to the Company. The main responsibilities of the Audit Committee are:

(a)Accepted during the year - NIL . Review of the financial statements (including interim financial statements) and oversight of the financial reporting process with a view to ensuring (b)Remained unpaid or unclaimed as at the end of the year- Not Applicable transparency and accuracy of financial reporting and disclosures, prior to their (c)Whether there has been any default in repayment of deposits or payment of submission to the Board for approval. interest thereon during the year and if so, number of such cases and the total . Review of the scope of work of the Auditor, prior to commencement of the amount involved- audit and, holding appropriate discussions on the matters that arose during the audit.  At the beginning of the year- Not Applicable . Review of the robustness and effectiveness of the internal control systems in  Maximum during the year- Not Applicable place at the Company.  At the end of the year- Not Applicable . Recommending to the Board the appointment, reappointment, and if required, Details of Deposits which are not in compliance with the requirements of Chapter V the replacement or removal of the Statutory Auditors and the fixation of audit of the Act: Not Applicable fee; . Reviewing the effectiveness of internal audit including the independence of 25. DECLARATION BY INDEPENDENT DIRECTOR: the internal audit function, the adequacy of staffing and, the coverage, scope and frequency of audits; The Company has Two Independent Directors on the Board. The Company has received . Review the functioning of whistle blower mechanism. necessary declaration from each Independent Director under Section 149 (7) of the 46 The Audit Committee is comprised of: 47 Companies Act, 2013 to the effect that they meet the criteria of independence as laid down in Section 149 (6) thereof.

26. COMMITTEES OF THE BOARD OF DIRECTORS:

The Board also has delegated some of its powers to sub-committees, some of which have also been formed to comply with applicable regulations. These committees monitor matters that come under their mandate in more detail. These committees are: i. Audit Committee The Company has constituted a qualified Audit Committee as required under Section 177 of the Companies Act, 2013. As per Sec 177(4) of the Companies Act 2013, the terms of reference to be specified in writing by the Board shall inter alia include:

 The recommendation for appointment, remuneration and terms of appointment of Auditors of the Company.

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

 Examination of the financial statement and the Auditors’ Report thereon.  Approval or any subsequent modification of transaction of the Company with related parties.  Scrutiny of inter-corporate loans and investments.  Valuation of undertakings or assets of the Company wherever it is necessary.  Evaluation of internal financial controls and risk management systems  Monitoring the end use of funds raised through public offers and related matters.

The main responsibilities of the Audit Committee are:

. Review of the financial statements (including interim financial statements) and oversight of the financial reporting process with a view to ensuring transparency and accuracy of financial reporting and disclosures, prior to their submission to the Board for approval. . Review of the scope of work of the Auditor, prior to commencement of the audit and, holding appropriate discussions on the matters that arose during the audit. . Review of the robustness and effectiveness of the internal control systems in place at the Company. . Recommending to the Board the appointment, reappointment, and if required, the replacement or removal of the Statutory Auditors and the fixation of audit fee; . Reviewing the effectiveness of internal audit including the independence of the internal audit function, the adequacy of staffing and, the coverage, scope and frequency of audits; Annual Report 2019-20 . Review the functioning of whistle blower mechanism.

The Audit Committee is comprised of: Name of the Director Designation Position

Name of the director Nature of Directorship Designation in the Mr.Jayakumar.P.G Managing Director & CEO Chairman committee Mr.T.S.Jagadeesan Managing Director Member

Mr.Vishnu Prasad B Menon Non-Executive Director - Chairman Mr. Vishnu Prasad B Menon Independent Director Member Independent Director Mr.Chandramohana Prasad Non-Executive Director - Member Mr.Sidharth Ram Director Member Independent Director Mr.SriraagSubramonian Director Member Mr.Sidharth Ram Non-Executive Director Member Mrs.Chandrika Devi Director Member Four Meetings of the Audit committee were held during the year: 13.07.2019, 16.07.2019, 26.11.2018 and 07.02.2019

ii. Nomination and Remuneration Committee The CSR Committee has formulated and recommended to the Board a CSR policy for the Company detailing the Focus areas of CSR Activities and mode of implementation of the As per the provisions of Sec.178 of the Companies Act, 2013, the Company has to same, which was approved by the Board. The same is attached as Annexure V. constitute a Nomination and Remuneration Committee (NRC) which combines both the functions of the Nomination Committee and Remuneration Committee. Since the PBT for the FY 2019 suffered a dip, the Company came out of the purview of section 135 of Companies Act, 2013, i.e., the net profit Criteria of Rs.5 Crores was not met Policy on appointment and remuneration of directors including criteria for during this year. Hence the company was not required to spend any amount for CSR and determining qualifications, positive attributes, independence of adirector etc. is the committee was kept under abeyance. given in nomination and remuneration policy of the company (annexure-IV) As the company has cloaked a profit before tax of Rs.6.60 Crores for the FY 2019-20, the The Nomination and Remuneration Committee is comprised of: company again came under the ambit of section 135 of Companies Act, 2013.

Name of the director Nature of Designation in No.of In accordance with the requirements of the Act, and policies framed there under by the Directorship the committee Meetings Board from time to time, the Company’s CSR programs shall mainly focus on one or more Attended of the following areas: Mr.R.K.Bhoodes Non-Executive Chairman 2  Programs aimed to eradicate Hunger, Poverty and Malnutrition, and providing better Director facilities for sanitation and making available safe drinking water. Mr.Vishnu Prasad B Menon Non-Executive Member 2  Programs to promote education including special education and vocational skills Director among children, women and elderly. Mr.Chandramohana Prasad Non-Executive Member 2  Providing support to orphanages, old age homes, day-carecentres and such other Director facilities for senior citizen.  Disaster relief and rehabilitation programs Ms.Chandrika Devi Non-Executive Member 2  Director Income-generation and livelihood enhancement programs  Slum area development programme Mr. T. S. Anantharaman Non-Executive Member 2  Rural development projects Director

However, the Company may voluntarily choose to undertake additional CSR Activities Two meetings of the Nomination and Remuneration Committee was held during the year falling within the purview of Schedule VII of the Act, as may be amended from time to on 13.07.2019 and 27.02.2020 time, based on the recommendations of the CSR Committee and as may be approved by 27. CORPORATE SOCIAL RESPONSIBILITY (CSR) POLICY: the Board of Directors. The Company came into the purview of section 135 of Companies Act,2013,in the FY 2018 A report on Corporate Social Responsibility has been attached as Annexure V. as it crossed the net profit Criteria of Rs.5 Crores, by cloaking a net profit (before tax) of Rs.5.91 Crores. 28. STATEMENT INDICATING THE MANNER IN WHICH FORMAL ANNUAL EVALUATION HAS BEEN MADE BY THE BOARD OF ITS OWN PERFORMANCE, ITS DIRECTORS, AND Consequently, the company constituted a Corporate Social Responsibility Committee (CSR THAT OF ITS COMMITTEES: Committee) of its Directors with the Composition as hereunder:

48 49 Pursuant to the provisions of Section 134(3)(p) the Companies Act, 2013 the Board has carried out the annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Committees. A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Board’s functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance.

Criteria adopted for evaluation: I. The Board shall evaluate the roles, functions, duties of Independent Directors (ID’s) of the Company. Each ID shall be evaluated by all other directors, not by the Director being evaluated. The board shall also review the manner in which ID’s follow guidelines of professional conduct. II. Performance review of all the Non-Independent Directors of the company on the basis of the activities undertaken by them, expectation of board and level of participation; III. Performance review of the Chairman of the company in terms of level of competence of chairman in steering the Board of the company; IV. The review and assessment of the flow of information by the company to the board and manner in which the deliberations take place, the manner of placing the agenda and the contents therein; V. The review of the performance of the directors individually, its own performance as well as evaluation of working of its committees shall be carried out by the board; VI. On the basis of performance evaluation, it shall be determined by the Nomination and Remuneration Committee and the Board whether to extend or continue the term of appointment of ID subject to all other applicable compliances.

29. DISCLOSURE ON ESTABLISHMENT OF A VIGIL MECHANISM: During the period under review,the Company does not come under the purview of Rule 7 (1) of Companies (Meetings of Board and Its Powers) Rules, 2014, and hence no Vigil Mechanism has been established.

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

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

31. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB SECTION (12) OF SECTION 143 OTHER THAN THOSE WHICH REPORTABLE TO THE CENTRAL GOVERNMENT: Annual Report 2019-20

NIL

32. STATUTORY AUDITORS:

Pursuant to the provisions of Section 134(3)(p) the Companies Act, 2013 the Board has As per Section 139 of the Companies Act, 2013, the Shareholders at their Annual General carried out the annual performance evaluation of its own performance, the Directors Meeting held on 7th day of August 2019 approved the reappointment of M/s individually as well as the evaluation of the working of its Committees. A structured Krishnamoorthy & Krishnamoorthy, Chartered Accountants, 39/3217, Paliam Road, questionnaire was prepared after taking into consideration inputs received from the Ernakulam, Kerala – 682016, as Statutory Auditors for a period of 5 years commencing Directors, covering various aspects of the Board’s functioning such as adequacy of the from the conclusion of the 6th Annual General Meeting to the conclusion of the 11th composition of the Board and its Committees, Board culture, execution and performance Annual General Meeting. The 6th General Meeting had also authorised the Board of of specific duties, obligations and governance. Directors to x the remuneration payable to the auditors as may be mutually agreed to and as recommended by the Audit Committee of the Board. The members are requested Criteria adopted for evaluation: t o take note of the audit fee paid to auditors during the year 2019-20

I. The Board shall evaluate the roles, functions, duties of Independent Directors (ID’s) of the Company. Each ID shall be evaluated by all other directors, not by the 33. SECRETARIAL STANDARDS Director being evaluated. The board shall also review the manner in which ID’s follow guidelines of professional conduct. The Directors have devised proper systems to ensure compliance with the provisions of all II. Performance review of all the Non-Independent Directors of the company on the applicable Secretarial Standards and that such systems are adequate and operating basis of the activities undertaken by them, expectation of board and level of e ectively. participation; III. Performance review of the Chairman of the company in terms of level of 34. FAIR PRACTICES CODE: competence of chairman in steering the Board of the company; The Company has framed a Fair Practices Code (FPC) as per the guidelines issued by IV. The review and assessment of the flow of information by the company to the board and manner in which the deliberations take place, the manner of placing the Reserve Bank of India in this regard. The FPC is posted on the website of the Company. The agenda and the contents therein; FPC is also reviewed at frequent intervals to ensure its adequacy and appropriateness. V. The review of the performance of the directors individually, its own performance as 35. DISCLOSURE ABOUT COST AUDIT: well as evaluation of working of its committees shall be carried out by the board; VI. On the basis of performance evaluation, it shall be determined by the Nomination The Company was not required to maintain cost records as prescribed by the Central and Remuneration Committee and the Board whether to extend or continue the Government as per clause (d) of sub-section (1) of Section 209 of the Companies Act, 1956 term of appointment of ID subject to all other applicable compliances. as also in terms of Section 148(1) of the Companies Act, 2013.

29. DISCLOSURE ON ESTABLISHMENT OF A VIGIL MECHANISM: 36. DIRECTORS RESPONSIBILITY STATEMENT: During the period under review,the Company does not come under the purview of Rule 7 In pursuance of section 134 (5) of the Companies Act, 2013, the Directors hereby (1) of Companies (Meetings of Board and Its Powers) Rules, 2014, and hence no Vigil con rm that: Mechanism has been established. a. in the preparation of the annual accounts, the applicable accounting standards DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE had been followed along with proper explanation relating to material departures; 30. (PREVENTION, PROHIBITION & REDRESSAL) ACT,2013: b. the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give The Company has in place an Anti-Sexual Harassment Policy in line with the requirements a true and fair view of the state of a airs of the company at the end of the ancial of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & year and of the pro t and loss of the company for that period; Redressal) Act, 2013.There are no cases reported during the period under review c. the directors had taken proper and su cient care for the maintenance of adequate DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB SECTION (12) 31. accounting records in accordance with the provisions of this Act for safeguarding OF SECTION 143 OTHER THAN THOSE WHICH REPORTABLE TO THE CENTRAL the assets of the Company and for preventing and detecting fraud and other GOVERNMENT: irregularities;

NIL d. the directors had prepared the annual accounts on a going concern basis; and 32. STATUTORY AUDITORS: e. the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating As per Section 139 of the Companies Act, 2013, the Shareholders at their Annual General e ectively. Meeting held on 7th day of August 2019 approved the reappointment of M/s 50 51 Krishnamoorthy & Krishnamoorthy, Chartered Accountants, 39/3217, Paliam Road, Annual Report 2019-20

37. ACKNOWLEDGEMENT FORM NO. MGT 9 Your Directors wish to place on record their appreciation for the assistance, co-operation EXTRACT OF ANNUAL RETURN and guidance received by the Company from the Central Government, the State As on financial year ended on 31.03.2020 Government, the Reserve Bank of India, the Registrar of Companies, Kerala and other Pursuant to Section 92 (3) of the Companies Act, 2013 and rule 12(1) of the Company (Management & Administration) Rules, 2014.

Regulatory Authorities, Bankers, Financial Institutions, Members, Vendors and Customers I. REGISTRATION & OTHER DETAILS: during the year under review and look forward to their continued support. Your Directors 1 CIN U65990KL2013PLC035734 also wish to place on record their deep sense of appreciation for the committed services 2 Registration Date 20.12.2013 3 Name of the Company GOSREE FINANCE LIMITED by the Employees of the Company. 4 Category/Sub-category of the Company Company limited by Shares India- Non-Government Company For and on behalf of the Board 5 Address of the Registered office & contact details 41/889A3, Moopen Complex, N H Bypass Service Road, Padivattom, Edappally P O, Cochin – Place: Ernakulam 682024, Kerala, India Date:29.08.2020 6 Whether listed company No 7 Name, Address & contact details of the Registrar & Transfer Agent, if any. Integrated Registry Management Services Private Limited Sd/- No:41/426, "Seema", Near Abad Metro Hotel, Rajaji Rd, Shenoys, Ernakulam, Kerala 682035 M. Gopalankutty Menon Ph. No. 0484 237 1494. Chairman DIN: 06598286 II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY (All the business activities contributing 10 % or more of the total turnover of the company shall be stated) S. Name and Description of main products / services NIC Code of the Product / % to total turnover of the No. service company

1 Retail and SME Loans 6592 100%

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES SN Name and address of the Company CIN/GLN Holding/ Subsidiary/ Associate % of Applicable shares Section

1 GOSREE INSURANCE BROKING SERVICES PRIVATE LIMITED U66000KL2016PTC046436 SUBSIDIARY 99.91 2(87)

2 GOSREE INVESTMENT AND RISK SERVICES PRIVATE LIMITED U74999KL2016PTC046714 SUBSIDIARY 93.00 2(87)

IV. SHARE HOLDING PATTERN (Equity share capital breakup as percentage of total equity) (i) Category-wise Share Holding Category of No. of Shares held at the beginning of the year No. of Shares held at the end of the year % Change Shareholders [As on 31-March-2019] [As on 31-March-2020] during the year

Demat Physical Total % of Total Demat Physical Total % of Total Shares Shares A. Promoters (1) Indian a) Individual/ HUF 32,00,000 - 32,00,000 10.02% 29,50,000 - 29,50,000 9.24% -0.78% b) Central Govt - - - 0 - - - 0.00% 0.00% c) State Govt(s) - - - 0 - - - 0.00% 0.00% d) Bodies Corp. - - - 0 - - - 0.00% 0.00% e) Banks / FI - - - 0 - - - 0.00% 0.00% f) Any other - - - 0 - - - 0.00% 0.00% Sub Total (A) (1) 32,00,000 - 32,00,000 10.02% 29,50,000 - 29,50,000 9.24% -0.78%

52 53 Annual Report 2019-20 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 3.44% 0.00% 0.00% 0.00% 0.00% 0.00% 0.83% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.78% 0.00% 0.78% 0.00% -0.78% -3.50% 2.35 0.63 1.41 1.88 0.63 1.41 7.62% 7.33% 7.33% 7.33% 7.33% 3.76% 2.19% 1.96% 1.57% 1.57% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% -0.78% -0.78% % change in in change % shareholding shareholding during the year the during % of total shares total of % of the company the of 4.33% 0.00% 0.00% 0.00% 0.00% 1.13% 0.00% 0.00% 9.24% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 1.46% 7.04% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% % of total shares shares total of % 58.07% 18.73% 90.76% 90.76% 100.00% year ------

3,61,933 4,66,667 total shares total

No. of shares of No. 13,83,333 59,81,667 22,50,000

Cumulative Shareholding during the the during Shareholding Cumulative / encumbered/ to 1,85,46,334 3,19,39,934 2,89,89,934 2,89,89,934

% of Shares Pledged Pledged Shares of % 7,50,000.00 7,50,000.00 2,00,000.00 4,50,000.00 6,00,000.00 2,00,000.00 4,50,000.00 No. of shares of No. 2.35 0.63 1.41 1.88 0.63 1.41

29,50,000 29,50,000 Cumulative Shareholding during the year the during Shareholding Cumulative 0 0 0 0 0 0 0 0 0 0 0 0 2.35% 0.31% 0.63% 1.41% 1.88% 0.63% 0.63% 1.41% 0.00% 9.24% ------company % of total % company % of total % 24,35,000.00 24,35,000.00 23,40,000.00 23,40,000.00 23,40,000.00 23,40,000.00 12,00,000.00 7,00,000.00 6,25,000.00 5,00,000.00 5,00,000.00 55000 Shares of the the of Shares shares of the the of shares 20,50,000 21,05,000 21,05,000 21,05,000

- - Shareholding at the end of the year the end of the at Shareholding 0 0 0 0 0 0 0 0 0 7.62% 7.33% 7.33% 7.33% 7.33% 3.76% 2.19% 1.96% 1.57% 1.57% At the end of the year the end of the At - 1,00,000 2,00,000 4,50,000 6,00,000 2,00,000 2,00,000 4,50,000 7,50,000 29,50,000 No. of Shares of No. No. of shares of No. 306933 % of total shares total of % 5981667 4,66,667

13,83,333 22,50,000

7,50,000.00 7,50,000.00 2,00,000.00 4,50,000.00 6,00,000.00 2,00,000.00 4,50,000.00 1,64,96,334 2,98,34,934 2,68,84,934 2,68,84,934

------

- 29,50,000 29,50,000 Pledged/ Pledged/ Increase/ Increase/ Decrease Reason for Reason total shares total % of Shares Shares of % encumbered to 0.00% 4.33% 0.00% 0.00% 0.00% 0.00% 1.13% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.63% 0.00% 0.00% 7.04% 0.00% 0.00% No Change Change No Change No Change No Change No Change No Change No 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 61.56% 10.02% 15.28% 89.98% 89.98% 100.00% No. of shares of No. Shareholding at the beginning of the year the of beginning the at Shareholding ------

0.31% 0.63% 1.41% 1.88% 0.63% 0.78% 0.63% 1.41% 2.35% 10.02% Decrease(-) Increase(+)/ No: of Shares Shares of No: of the company the of 3,61,933 2,00,000

Shareholding 24,35,000.00 24,35,000.00 23,40,000.00 23,40,000.00 23,40,000.00 23,40,000.00 12,00,000.00 7,00,000.00 6,25,000.00 5,00,000.00 5,00,000.00 % of total Shares Shares total of % 13,83,333 48,81,667 22,50,000

------sweat equity etc.) equity sweat 1,96,63,001

3,19,39,934 2,87,39,934 2,87,39,934

32,00,000 32,00,000 Shareholding at the beginning of the year the of beginning the at Shareholding Date Date wise Increase / Decrease in Promoters Promoters in Decrease / Increase wise Date ------

1,00,000 2,00,000 4,50,000 6,00,000 2,00,000 2,50,000 2,00,000 4,50,000 7,50,000 32,00,000 No. of Shares of No. increase / decrease (e.g. allotment /transfer / bonus/ bonus/ / /transfer (e.g. allotment decrease / increase Shareholding during the year specifying the reasons for reasons the year specifying the during Shareholding 1,00,000

------27,50,000 28,50,000 28,50,000 28,50,000

2.35 0.63 1.41 1.88 0.63 1.41

- - company % of total % ------shares of the the of shares -

4881667 2,61,933 2,00,000

13,83,333 22,50,000

1,69,13,001 2,90,89,934 2,58,89,934 2,58,89,934

------

- 32,00,000 32,00,000 At the beginning of the year the of beginning the At No. of shares of No. 7,50,000.00 7,50,000.00 2,00,000.00 4,50,000.00 6,00,000.00 2,00,000.00 4,50,000.00 For Top the of 10 shareholders each Shareholder’s Name Shareholder’s Promoter Group Promoter TOTAL (A) TOTAL Name of the Promoter/ Promoter/ the of Name Sheela Rajaram & Rajaram & Rajaram Sheela Mohan Abhijith Mohan Abhaya Mohan Anjana Chandran K Roopak Anantharaman Girija Market (India) Ltd Capital Acumen Govindan Gayatri George Philip Kumar Sunil P. R.K.Bhoodes Kumar G.Satheesh Devi P.Chandrika Menon M.Gopalankutty B.Mohanachandran A.V.Rengaraj George Kurian Elizabeth T.S.Jagadeesan K.Ushasree R.K.Bhoodes Devi P.Chandrika Menon M.Gopalankutty B.Mohanachandran T.S.Jagadeesan K.Ushasree 1 2 3 4 5 6 7 8 9 2 3 4 5 6 7 8 9 1 10 1 2 3 4 5 6 SN SN (iv) Shareholding Pattern of top ten Shareholders Shareholders ten top of Pattern Shareholding (iv) and ADRs): GDRs of and Holders Promoters Directors, than (Other Sl No Sl (ii) Shareholding of Promoter of Shareholding (ii) is no change) there if specify, (please Shareholding in Promoters’ Change (iii) Foreign Non Resident Indians (Repat) Indians Resident Non (Non-Repat) Indians Resident Non (2) (2) Individuals a) NRI b) Other Individuals Corp. c) Bodies other d) Any (2) (A) Total Sub Shareholding Public B. 1. Institutions Fundsa) Mutual FI / b) Banks Govt c) Central d) Govt(s) State Funds Capital e) Venture Companies f) Insurance g) FIIs Funds Capital h) Foreign Venture i) Others (specify) (B)(1):- Sub-total Non-Institutions 2. Corp. a) Bodies i) Indian ii) Overseas b) Individuals nominal holding shareholders i) Individual 1 lakh Rs. upto share capital nominal holding shareholders Individual ii) share capital in excess of 1 Rs lakh c) Others (specify) Other Directors Indians Resident Non Bodies Corporate Overseas Foreign Nationals Members Clearing Trusts R - D Foreign Bodies (B)(2):- Sub-total (B) Public Total & GDRs for Custodian by held Shares C. ADRs (A+B+C) Total Grand

54 55 Annual Report 2019-20

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL A. Remuneration to Managing Director, Whole-time Directors and/or Manager:

Name of MD/WTD/ Manager Sl No Particulars of Remuneration Jayakumar.P.G (MD & T.S.Jagadeesan (MD) Total Amount (v) Shareholding of Directors and Key Managerial Personnel: CEO) Gross salary (a) Salary as per provisions contained in section 17(1) of the Income- 36,00,000 42,60,000 78,60,000 Sl No Name of the Shareholder year(31.03.2019) year(31.03.2020) tax Act, 1961 1 % of total shares of the % of total shares of the (b) Value of perquisites u/s 17(2) Income-tax Act, 1961 0 0 0 No. of shares No. of shares company company (c) Profits in lieu of salary under section 17(3) Income- tax Act, 1961 0 0 0 1 R.K.Bhoodes(Director) 7,50,000.00 2.35% 7,50,000.00 2.35% 2 Stock Option 0 0 0 3 Sweat Equity 0 0 0 Elizabeth Kurian George (Director) 2,50,000.00 0.78% - 0.00% 2 Commission 3 T.S.Anantharaman (Director) 10,00,000.00 3.13% 10,00,000.00 3.13% 4 - as % of profit 0 0 0 4 Sriraag Subramonian (Director) 23,40,000.00 7.33% 23,40,000.00 7.33% - others, specify.. 5 Others, please specify 0 0 0 5 N.Govindan (Director) 18,75,000.00 5.87% 18,75,000.00 5.87% Total (A) 36,00,000 42,60,000 78,60,000 6 Jayakumar P G (Director & KMP) 1,00,000.00 0.31% 1,00,000.00 0.31% Ceiling as per the Act Remuneration is within the limit specified under the Companies Act, 2013 7 Sidharth Ram (Director) 6,66,667.00 2.09% 6,66,667.00 2.09% B. Remuneration to other Directors 8 P. Chandrika Devi (Director) 2,00,000.00 0.63% 2,00,000.00 0.63%

9 M.Gopalankutty Menon (Director) 4,50,000.00 1.41% 4,50,000.00 1.41% Sl No Particulars of Remuneration Name of Directors 10 T.S.Jagadeesan (Director & KMP) 2,00,000.00 0.63% 2,00,000.00 0.63% Independent Directors Vishnu Prasad B Menon Chandramohana Prasad N.A N.A 11 G.S.Ajith Prasad (KMP) 5,000.00 0.02% 5,000.00 0.02% Fee for attending Board/ Committee meetings 54,000.00 54,000.00 - 11 Visakh.T.V (KMP) - 0.00% - 0.00% Commission - - - - 1 12 Sripriya M. Shenoy (KMP) - 0.00% - 0.00% 3,000.00 12,000.00 Others, please specify (Travelling Expenses (Travelling Expenses - - Reimbursed) Reimbursed) V. INDEBTEDNESS Total (1) 57,000.00 66,000.00 - - Indebtedness of the Company including interest outstanding/accrued but not due for payment. Other Non-Executive Directors Gopalankutty Menon Narasimhan Govindan Chandrika Devi R.K.Bhoodes Fee for attending Board/ Committee meetings 36,000.00 9,000.00 36,000.00 27,000.00 (Amt. Rs./Lacs) Commission - - - - Particulars Secured Loans excluding Unsecured Loans Deposits Total Indebtedness 2 2,000.00 500 2,000.00 6,000.00 deposits Others, please specify (Travelling Expenses (Travelling Expenses (Travelling Expenses (Travelling Expenses Indebtedness at the beginning of the financial year Reimbursed) Reimbursed) Reimbursed) Reimbursed) Total (2) 38,000.00 9,500.00 38,000.00 33,000.00 i) Principal Amount 23,40,36,667.28 2,04,00,000.00 - 25,44,36,667.28 Total (B)=(1+2) 95,000.00 75,500.00 38,000.00 33,000.00 ii) Interest due but not paid - - - - Total Managerial Remuneration iii) Interest accrued but not due 18,89,129.00 - 18,89,129.00 Overall Ceiling as per the Act Remuneration is within the limit specified under the Companies Act, 2013 Total (i+ii+iii) 23,59,25,796.28 2,04,00,000.00 - 25,63,25,796.28 Change in Indebtedness during the financial year Sl No Particulars of Remuneration Name of Directors Total Amount * Addition 72,97,996.93 4,23,50,000.00 - 4,96,47,996.93 Other Non-Executive Directors Sriraag Subramonian T.S.Anantharaman Sidharth Ram * Reduction - - - - Fee for attending Board/ Committee meetings 36,000.00 36000 45,000.00 2,25,000.00 Net Change 72,97,996.93 4,23,50,000.00 - 4,96,47,996.93 Commission - - - - 8,000.00 8000 10,000.00 36,500.00 2 Indebtedness at the end of the financial year Others, please specify (Travelling Expenses (Travelling Expenses (Travelling Expenses i) Principal Amount 24,32,23,793.21 6,27,50,000.00 - 30,59,73,793.21 Reimbursed) Reimbursed) Reimbursed) ii) Interest due but not paid - - - - Total (2) 44,000.00 44000 55,000.00 2,61,500.00 iii) Interest accrued but not due 46,01,440.00 - - 46,01,440.00 Total (B)=(1+2) 44,000.00 44,000.00 55,000.00 3,84,500.00 Total Managerial Remuneration Total (i+ii+iii) 24,78,25,233.21 6,27,50,000.00 - 31,05,75,233.21 Overall Ceiling as per the Act Remuneration is within the limit specified under the Companies Act, 2013

56 57 Annual Report 2019-20

Annexure III to the Board’s Report C. Remuneration to Key Managerial Personnel other than MD/Manager/WTD FORM NO. AOC -2 Key Managerial Personnel Sl (Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Particulars of Remuneration No Visakh TV Ajith Prasad G S Rule 8(2) of the Companies (Accounts) Rules, 2014.) Sripriya M Shenoy (CS)** Total (CS)* (CFO) Gross salary 90000 5,55,000 9,00,000 15,45,000 (a) Salary as per provisions contained in section 17(1) of the - - - Income-tax Act, 1961 1 Disclosure of particulars of contracts/arrangements entered into by the company with (b) Value of perquisites u/s 17(2) Income-tax Act, 1961 - - - related parties referred to in sub section (1) of section 188 of the Companies Act, 2013 (c) Profits in lieu of salary under section 17(3) Income-tax - - - Act, 1961 including certain arms length transaction under third proviso thereto. 2 Stock Option - - - 3 Sweat Equity - - - 4 Commission - as % of profit - - - 1. Details of contracts or arrangements or transactions not at Arm’s length basis. - Others, specify… - - - 5 Others, please specify - - - Total 90,000 5,55,000 9,00,000 15,45,000 SL. Particulars Details No. * Remuneration paid to Visakh TV till 31.05.2019 ** Remuneration paid to Sripriya M Shenoy from 03.06.2019 a) Name (s) of the related party & nature of relationship Nil

VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES: NIL b) Nature of contracts/arrangements/transaction Nil Details of Penalty / Section of the Authority [RD / Appeal made, if Type Brief Description Punishment/ Compounding Companies Act NCLT/ COURT] any (give Details) fees imposed A. COMPANY c) Duration of the contracts/arrangements/transaction Nil Penalty Punishment No Penalties, Punishments or Compounding of Offences Compounding B. DIRECTORS Penalty d) Salient terms of the contracts or arrangements or Nil Punishment No Penalties, Punishments or Compounding of Offences transaction including the value, if any Compounding C. OTHER OFFICERS IN DEFAULT Penalty Punishment No Penalties, Punishments or Compounding of Offences e) Justification for entering into such contracts or Nil Compounding arrangements or transactions’

For GOSREE FINANCE LIMITED f) Date of approval by the Board Nil

Sd/- M.Gopalankutty Menon Chairman g) Amount paid as advances, if any Nil DIN: 06598286

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

58 59

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

Key Managerial Personnel Sl Particulars of Remuneration No Visakh TV Ajith Prasad G S Sripriya M Shenoy (CS)** Total (CS)* (CFO) Gross salary 90000 5,55,000 9,00,000 15,45,000 (a) Salary as per provisions contained in section 17(1) of the - - - Income-tax Act, 1961 1 (b) Value of perquisites u/s 17(2) Income-tax Act, 1961 - - - Annual Report 2019-20 (c) Profits in lieu of salary under section 17(3) Income-tax - - - Act, 1961 2 Stock Option - - - 2. Details of material contracts or arrangements or transactions at3 Arm’sSweat Equity length basis. - Annexure- IV - 4 Commission - as % of profit - - - SL. Particulars - Others, specify…Details - - NOMINATION AND -REMUNERATION POLICY 5 No. Others, please specify - Board of -Directors of Gosree Finance Limited- (“the Company”) in order to align with the Total 90,000 5,55,000 9,00,000 15,45,000 a) Name (s) of the related party & Nil provisions of the Companies Act, 2013, has constituted a Committee as “Nomination and nature of relationship * Remuneration paid to Visakh TV till 31.05.2019 Remuneration Committee.” ** Remuneration paid to Sripriya M Shenoy from 03.06.2019 b) Nature of contracts/arrangements/transaction Nil OBJECTIVE VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES: NIL The Nomination and Remuneration Committee and this Policy are in compliance with the Duration of the contracts/arrangements/transaction Nil c) CoDetailsmpanies of Penalty Act, / 2013, Reserve Bank of India Guidelines read along with the applicable Section of the Authority [RD / Appeal made, if Type Brief Description Punishment/ Compounding Companies Act rules thereto and PolicyNCLT/ Guidelines COURT] ofany Gosree (give Details) Finance Limited. d) Salient terms of the contracts or arrangements or transaction Nil fees imposed A. COMPANY The Key Objectives of the Committee would be: including the value, if any Penalty Punishment No Penalties, Punishmentsa) to orguide Compounding the Board of Offences in relation to appointment and removalof Directors, Key e) Date of approval by the Board Nil Compounding Managerial Personnel and SeniorManagement. B. DIRECTORS Penalty b) to evaluate the performance of the members of the Board and provide f) Amount paid as advances, if any Punishment Nil No Penalties, Punishmentsnecessary or Compounding report of Offences to the Board for further evaluation of the Board and Compounding recommending the Board on Remuneration payable to the Directors, Key C. OTHER OFFICERS IN DEFAULT Penalty Managerial Personnel and Senior Management. Punishment No Penalties, Punishmentsc) to orensure Compounding that of Offencesall provisions regarding Remuneration Policy and duties of Compounding Committee as required under the Companies Act, 2013 or such other acts, rules, regulations or guidelines are complied with. For Place: Ernakulam GOSREE FINANCE LIMITED DEFINITIONS Date: 29-08-2020 For andSd/- on behalf of the Board (a) Key Managerial Personnel: Chief Executive Officer,Executive Directors, Chief Financial M.Gopalankutty Menon Officer and Company Secretary or any other personnel as prescribed under Companies Chairman Act, 2013. DIN: 06598286

(b) Senior Management: Senior Management means personnel of the company who are M.Gopalankutty Menon members of its core management team excluding the Board of Directors. This would also Chairman include all members of management one level below the executive directors including all DIN: 06598286 functional heads.

ROLE AND RESPONSIBILITIES The role of the Committee inter alia will be the following:

a. Identifying persons who are qualified to become Directorsand 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;

60 61

Annual Report 2019-20

d. Review and carry out every Director’s performance, the structure, size and composition c. In the absence of the Chairman, the members of the Committee present at the meeting including skills, knowledge and experience required of the Board compared to its current shall choose one amongst them to act as Chairman. position and make recommendations to the Board with regard to any changes; FREQUENCY OF MEETINGS e. Plan for the succession planning for directors in the course of its work, taking into The meeting of the Committee shall be held at such regular intervals as may be required account the challenges and opportunities facing the Company, and what skills and by the Committee or as directed by Board of Directors of the Company. expertise are therefore needed on the Board in the future; GUIDING PRINCIPLES f. Be responsible for identifying and nominating for the approval of the Board, candidates to fill board vacancies as and when they arise; Committee while exercising its functions as described in ROLE AND RESPONSIBILITIES of the Committee in this policy, will be guided by following broad principles: g. Keep under review the leadership needs of the organization, both executive and nonexecutive, with a view to ensuring the continued ability of the organization to compete Statutory Reports efficiently in the market place; and a. The level and composition of remuneration is reasonable and sufficient to attract, retain h. Ensure that on appointment to the Board, non-executive directors receive a formal and motivate directors of the quality required to run the company successfully; letter of appointment setting out clearly what is expected of them in terms of committee b. The relationship of remuneration to performance is clear and meets appropriate services and involvement outside board meetings. performance benchmarks; and i. Determine and agree with the Board the framework for broad policy for criteria for c. The remuneration to directors, key managerial personnel and senior management determining qualifications, positive attitudes and independence of a director and involves a balance between fixed and incentive pay reflecting short and long-term recommend to the Board a policy, relating to remuneration for the Directors, Key performance objectives appropriate to the working of the company and its goals. Managerial Personnel and other employees. d. In case, subject matter is related to appointment/ remuneration of Independent j. Review the on-going appropriateness and relevance of the remuneration policy. Directors, the requirementunder Code of Conduct of Independent Directors andother k. Ensure that contractual terms of the agreement that Company enters into with Directors Statutory Requirements are met. as part of their employment in the Company are fair to the individual and the Company. e. In case, subject matter is related to appointment/ remuneration of Directors other than l. Ensure that all provisions regarding disclosure of remuneration and Remuneration Policy Independent Directors, Key Managerial Persons, Senior Management, the requirement as required under the Companies Act, 2013 or such other acts, rules, regulations or under Code of Conduct of Senior Management of the Company is met. guidelines are complied with. f. A member of the Committee is not entitled to be present when his or her own CONSTITUTION remuneration is discussed at a meeting or when his or her performance is being evaluated. The Committee may invite such executives including Key Managerial Persons Members: and Senior Management, as it considers appropriate, to be present at the meetings of the a. The Committee shall consist of a minimum 3 nonexecutive directors, majority of them Committee. being independent. g. ‘Fit and Proper’ Criteria as per guidelines of Reserve Bank of India, will be most b. Minimum two (2) members shall constitute a quorum for the Committee meeting. fundamental guidelines for appointment of Directors and due diligence in this regard will be carried out. Committee will be required to carry out all functions/duties in compliance c. Membership of the Committee shall be disclosed in the Annual Report. of Companies Act, 2013, Equity Listing agreements and Reserve Bank of India Guidelines. d. Term of the Committee shall be continued unless terminated by the Board of Directors. DECISION MAKING AND VOTING a. Matters arising for determination at Committee meetings shall be decided by a majority Chairman: of votes of Members present and voting and any such decision shall for all purposes be deemed a decision of the Committee. a. Chairman of the Committee shall be a Non-executiveDirector. b. In the case of equality of votes, the Chairman of the meeting will have a casting vote. b. Chairman of the Committee shall be decided by Board of Directors of the Company.

62 63 C. Remuneration to Key Managerial Personnel other than MD/Manager/WTD

Proceedings of all meetings must be minuted and signed by the Chairman of the VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES: NIL Gosree Finance Limited (hereinafter referred to as “the Company”) has always kept Committee at the subsequent meeting. Minutes of the Committee meetings will be tabled Corporate Social Responsibility(CSR) as a key component of its operating at the subsequent Board and Committee meeting. Details of Penalty / Section of the philosophy. SectionAuthority 135 [RD of /the AppealCompanies made, if Act 2013 (hereinafter referred to as “the Type Brief Description Punishment/ Compounding Companies Act Act”), read with theNCLT/ Companies COURT] any (Corporate (give Details) Social Responsibility Policy) Rules 2014, REVIEW AND ALTERATION OF NOMINATION AND REMUNERATION POLICY fees imposed A. COMPANY as amended from time to time, lays down the legal framework for the Company’s The Nomination and Remuneration Committee of the CompanyPenalty will be guided by this CSR policy. policy and subject to the power granted to/ terms of referencePunishment of the Committee as No Penalties, Punishments or Compounding of Offences decided by Board of Directors of Company from time to time andCompounding requirement under the B. DIRECTORS The Board of the Company has constituted a CSR Committee as per the provisions Companies Act, 2013 or such other acts, rules, regulations or guidelinesPenalty including Listing of the Act. This policy has been adopted by the Board based on the Agreement with Stock Exchanges. Nomination and RemunerationPunishment Committee of the No Penalties, Punishmentsrecommendation or Compounding ofof Offences the CSR Committee Company may review this policy from time to time as it may Compoundingdeem fit. Any modification C. OTHER OFFICERS IN DEFAULT and Change in this policy will be subject to approval of BoardPenalty of Directors based on Objective: recommendation of Nomination and Remuneration CommitteePunishment of the Company. No Penalties, Punishments or Compounding of Offences Compounding This policy sets out the Company’s commitment & approach towards Corporate Social Responsibility based on the maxim of ‘Giving Back to Society’. The Company Place: Ernakulam For GOSREE FINANCE LIMITED is committed to the motto of improving the quality of life of the communities it Date: 29-08-2020 serves through the CSR theme of ‘Building Sustainable Livelihoods’. The Company For Sd/-and on behalf of the Board endeavors to facilitate livelihood opportunities & socio-cultural development in Sd/- M.Gopalankutty Menon areas of its operations. Chairman

M.Gopalankutty Menon DIN: 06598286 Chairman The Company intends to be a contributor to CSR initiatives in India by devising and DIN: 06598286 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.

64 65 Annual Report 2019-20

 Disaster relief and rehabilitation programs  Income-generation and livelihood enhancement programs mentioned in para 2/3 above, for implementation of the same within the  Slum area development programme CSR Budget as defined in para 4 above or as enhanced by the Board  Rural development projects

6. The CSR Committee shall ensure that the activities are undertaken in such a 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 manner that every rupee spent for this purpose will ultimately bring from time to time, based on the recommendations of the CSR Committee and as maximum relief to the intended beneficiaries, and thereby contribute to the may be approved by the Board of Directors. long term development of the society. The Company aims to do this by engaging in activities that provide socially and environmentally sustainable Constitution of CSR Committee benefits for the beneficiaries, measurable in economic terms. For this the CSR Committee shall monitor the implementation of the The Board shall constitute the CSR Committee comprising three or more directors programmes/projects on a regular basis either directly or through a of which, at least one shall be an independent director. Monitoring Committee of the Executives constituted by the Committee for

the purpose. Monitoring will include the following measures - Planning & Implementation:  CSR Policy is implemented as per the Act and the Rules ensuring that all projects as budgeted are duly carried out. 1. CSR Committee shall formulate plans for implementing the CSR policy, which will comprise of programmes/projects to serve the Society in tune  All CSR spends are closely monitored and audited in an accountable with the Focus Area identified in the Policy. and transparent manner. 2. The Company shall, in due, course formulate a registered Trust or Society to carry out its CSR projects/programmes. Till such time, the Company shall  Periodic field visits, comprehensive documentation, interaction with execute its programmes/projects through Companies, registered under Sec beneficiarycommunitiesetc may be undertaken as deemed necessary to ensure effective implementation. 8 of the Act or registered Trust/Society, established by Govt or under any Act

of Parliament or legislature; Company may implement through other 7. The CSR Committee shall periodically review the CSR projectimplementation registered trust/society also, provided such entities have proven track record reports and the same shall be presented to the Board. The Board may also of minimum three years in such activities. Company shall also collaborate review the implementation of the Activities periodically or on each with similar activities of other companies, as permitted by the Act. project/program basis based on the report of the CSR Committee on the 3. Company shall implement its CSR programme through any or all the above same.

institutions, as permitted by the Act. CSR committee shall take suitable Responsibility of the Board of Directors: decisions in this regard.

4. CSR Budget shall normally be as stipulated under the Act, as amended from The Board shall be responsible for – time to time (presently 2% of the average net profits of the Company for the Approving the CSR policy of the Company as may be recommended by the CSR preceding three financial years) and as approved by the Board. Any surplus Committee, subject to necessary changes/modifications as the Board may deem fit. arising out of the CSR projects or programs or activities shall not form part of  Ensuring that in each financial year the Company spends such amounts for business profits of the Company. The Company may also voluntarily CSR activities as may be stipulated in the Act, as amended from time to allocate/contribute amounts in excess of the statutory threshold based on time. (Presently 2% of the average net profits of the Company made during the discretion and approval of the Board of Directors of the Company. the three immediate preceding financial years) 5. CSR Committee shall allocate sufficient funds for the projects/programmes  Ensuring that the activities as included in the CSR Policy are undertaken by planned to be implemented and shall entrust appropriate institutions, as the Company.  Periodical review of the policy and implementation based on the reommendations/reports of the CSR Committee is undertaken

66 67 Annual Report 2019-20

Responsibility of CSR Committee:

The CSR Committee of the Company shall be responsible for:

 Formulating and recommending to the Board the CSR Policy which shall indicate activities to be undertaken in line with Section 135 read with Form No. MGT-8 Schedule VII of the Act. [Pursuant to section 92(2) of the Companies Act, 2013 and rule 11(2) of  Recommending to the Board the CSR expenditure to be incurred. Companies (Management and Administration) Rules, 2014]  Monitor the implementation of the CSR Policy from time to time and report to the Board I have examined the registers, records and books and papers of Gosree Finance Limited  Submit recommendations to the Board based on periodical review of the (the Company) CIN: U65990KL2013PLC035734 as required to be maintained under the policy and implementation and monitoring Companies Act, 2013 (the Act) and the rules made thereunder for the financial year ended on

31st March, 2020. In my opinion and to the best of my information and according to the Target Communities & Project Locations: examinations carried out by me and explanations furnished to me by the company, its officers and agents, I certify that: Our target communities shall include rural, Homeless, less-privileged, school dropout, differently abled, marginalized youth and women; indigenous artisans, disaster victims and other such groups associated with our focus areas. Relevant A. the Annual Return states the facts as at the close of the aforesaid financial year correctly and projects and locations pertaining to the above focus areas and target communities shall be undertaken around our areas of operation as well as other ‘identified adequately. locations’ from time to time. 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, REPORT ON CORPORATE SOCIAL RESPONSIBILITY Regional Director, Central Government, the Tribunal, Court or other authorities within the [Pursuant to clause (o) of Sub-Section 3 of Section 134 of the Act and Rule 9 of prescribed time, the Companies(Corporate Social Responsibility) Rules, 2014] 4. calling/ convening/ holding meetings of Board of Directors or its committees, if any, and Since the Profit for the financial year ended 31st March 2019 was below the limit the meetings of the members of the company on due dates as stated in the annual return prescribed under Section 135 of theCompanies Act, 2013, the Company did not in respect of which meetings, proper notices were given and the proceedings including the undertake any CSR projects. 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 For and on behalf of the Board signed; 5. closure of Register of Members / Security holders, as the case may be; Place: Ernakulam M.Gopalankutty Menon 6. advances/loans to its directors and/or persons or firms or companies referred in section 185 Date: 29-08-2020 Chairman of the Act; DIN: 06598286 7. contracts/arrangements with related parties as specified in section 188 of the Act;

68 69 Annual Report 2019-20

th 8. issue or allotment or transfer or transmission or buy back of securities/ redemption of 7 Annual Report preference shares or debentures/ alteration or reduction of share capital/ conversion of shares/ securities and issue of security certificates in all instances; 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; INDEPENDENT AUDITOR’S 12. constitution/ appointment/ re-appointments/ retirement/ filling up casual vacancies/ disclosures of the Directors, Key Managerial Personnel and the remuneration paid to them, REPORT 13. appointment/ reappointment/ filling up casual vacancies of auditors as per the provisions TO THE MEMBERS OF GOSREE FINANCE LIMITED of section 139 of the Act, Report on the Audit of Standalone Financial Statements 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 : August 29, 2020 Membership No. : A 20171 UDIN :: A020171B000633256 C.P. No.: 10613

70 71 Annual Report 2019-20

INDEPENDENT AUDITOR’S REPORT In preparing the financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related TO THE MEMBERS OF GOSREE FINANCE LIMITED to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but Report on the Audit of the Standalone Financial Statements to do so.

The Board of Directors are also responsible for overseeing the company’s financial reporting process. Opinion We have audited the accompanying Standalone financial statements of GOSREE Auditor’s Responsibility for the Audit of the Financial Statements FINANCE LIMITED (“the Company”) which comprises the Balance Sheet as at March Our objectives are to obtain reasonable assurance about whether the financial statements as 31, 2020, the Statement of Profit and Loss, and statement of cash flows for the year then a whole are free from material misstatement, whether due to fraud or error, and to issue an ended, and notes to the financial statements, including a summary of significant accounting auditor’s report that includes our opinion. Reasonable assurance is a high level of policies and other explanatory information. assurance, but is not a guarantee that an audit conducted in accordance with SAs will always In our opinion and to the best of our information and according to the explanations given detect a material misstatement when it exists. Misstatements can arise from fraud or error to us, the aforesaid standalone financial statements give the information required by the and are considered material if, individually or in the aggregate, they could reasonably be Companies Act, 2013 (“the Act”) in the manner so required and give a true and fair view expected to influence the economic decisions of users taken on the basis of these financial in conformity with the accounting principles generally accepted in India, of the state of statements. affairs of the Company as at March 31, 2020, and profit and its cash flows for the year ended on that date. As part of an audit in accordance with SAs, we exercise professional judgment and Basis for Opinion maintain professional skepticism throughout the audit. We also: We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Act. Our responsibilities under those Standards are further Identify and assess the risks of material misstatement of the standalone financial described in the Auditor’s Responsibilities for the Audit of the Financial Statements section statements, whether due to fraud or error, design and perform audit procedures of our report. We are independent of the Company in accordance with the Code of Ethics responsive to those risks, and obtain audit evidence that is sufficient and issued by the Institute of Chartered Accountants of India together with the ethical appropriate to provide a basis for our opinion. The risk of not detecting a material requirements that are relevant to our audit of the financial statements under the provisions misstatement resulting from fraud is higher than for one resulting from error, as of the Act and the Rules there under, and we have fulfilled our other ethical responsibilities fraud may involve collusion, forgery, intentional omissions, misrepresentations, in accordance with these requirements and the Code of Ethics. We believe that the audit  or the override of internal control. evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Obtain an understanding of internal control relevant to the audit in order to Responsibilities of Management and Those Charged with Governance for the design audit procedures that are appropriate in the circumstances. Under section Standalone Financial Statements 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls system in place and

The Company’s Board of Directors is responsible for the matters stated in section 134(5)  the operating effectiveness of such controls. of the Act with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance, and cash flows of the Evaluate the appropriateness of accounting policies used and the reasonableness Company in accordance with the accounting principles generally accepted in India,  of accounting estimates and related disclosures made by management. including the accounting Standards specified under section 133 of the Act. This responsibility also includes maintenance of adequate accounting records in accordance with Conclude on the appropriateness of management’s use of the going concern basis the provisions of the Act for safeguarding of the assets of the Company and for preventing of accounting and, based on the audit evidence obtained, whether a material and detecting frauds and other irregularities; selection and application of appropriate uncertainty exists related to events or conditions that may cast significant doubt implementation and maintenance of accounting policies; making judgments and estimates on the Company’s ability to continue as a going concern. If we conclude that a that are reasonable and prudent; and design, implementation and maintenance of material uncertainty exists, we are required to draw attention in our auditor’s adequate internal financial controls, that were operating effectively for ensuring the report to the related disclosures in the standalone financial statements or, if such accuracy and completeness of the accounting records, relevant to the preparation and disclosures are inadequate, to modify our opinion. Our conclusions are based on presentation of the financial statement that give a true and fair view and are free from the audit evidence obtained up to the date of our auditor’s report. However, future material misstatement, whether due to fraud or error. events or conditions may cause the Company to cease to continue as a going concern. 72 73 Annual Report 2019-20

 remuneration paid by the Company to its directors during the year is in accordance with the provisions of section 197 of the Act. Evaluate the overall presentation, structure and content of the standalone financial statements, including the disclosures, and whether the standalone h. With respect to the other matters to be included in the Auditor’s Report in financial statements represent the underlying transactions and events in a accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, as manner that achieves fair presentation. amended in our opinion and to the best of our information and according to the explanations given to us: We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, (i) Company does not have any pending litigations which would impact its including any significant deficiencies in internal control that we identify during our financial position; audit. (ii) The Company did not have any long-term contracts including derivative We also provide those charged with governance with a statement that we have contracts for which there were any material foreseeable losses. complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be (iii) There were no amounts which are required to be transferred to the Investor Reportthought on to Otherbear on Legal our independence,and Regulatory and Requirements where applicable, related safeguards Education and Protection Fund by the Company.

1. As required by the Companies (Auditor’s Report) Order, 2016 (“the Order”) issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, For Krishnamoorthy and Krishnamoorthy we give in the Annexure A, a statement on the matters specified in paragraphs 3 and 4 Chartered Accountants of the Order. Firm Reg No.001488S

2. As required by Section 143 (3) of the Act, based on our audit we report that: Sd/-

a. We have sought and obtained all the information and explanations which to the R.Venugopal best of our knowledge and belief were necessary for the purposes of our audit. Partner Membership No.202632 b. In our opinion proper books of account as required by law have been kept by the Udin: 20202632AAAADY3315 Company so far as appears from our examination of those books. Kochi 29.08.2020 c. The Balance Sheet, Statement of Profit and Loss and Cash Flow Statement dealt with by this Report are in agreement with the books of account.

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

e. On the basis of written representations received from the directors as on 31 March 2020, and taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2020, from being appointed as a director in terms section 164 (2) of the Act.

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

74 75 Annual Report 2019-20

insurance, income tax, sales-tax, goods and services tax, duty of customs, duty of ANNEXURE - A TO THE AUDITORS’ REPORT excise, value added tax, cess and any other statutory dues to the appropriate (Referred to in paragraph 1 under the heading ‘Report on Other Legal and Regulatory Requirements’ section authorities to the extent applicable to the Company. According to the of our independent audit report of even date on standalone Financial Statements for the year ended 31st March information and explanations given to us, no material undisputed amounts payable 2020) in respect of statutory dues were in arrears as at 31st March 2020 for a period of

more than six months from the date they became payable. 1. In respect of fixed assets of the Company b) According to the information and explanation given to us there are no disputed st a) The Company has maintained proper records showing full particulars, including amounts of tax which have not been deposited with the authorities as at 31 quantitative details and situation of fixed assets. March 2020.

b) The fixed assets were physically verified during the year by the management. 8. As per information and explanation furnished to us and according to our examination According to the information and explanations given to us, no material of the records of the Company, the Company has not made any defaults in repayment discrepancies were noticed on such verification. of loan or borrowing to financial institutions, banks, debenture holders. There are no borrowings from the Government. c) As per the information and explanation given to us, the Company is not holding any

immovable assets. 9. As per information and explanation furnished to us and according to our examination

of the records of the Company, term loan was applied for the purpose for which it 2. The Company is a service company. Accordingly, it does not hold any physical was raised. The Company has not raised any money by way of initial public offer or inventories. Thus, paragraph 3(ii) of the Order is not applicable. further public offer (including debt instruments).

3. According to the information and explanations given to us, the Company has granted 10. According to the information and explanations given to us, no fraud by the Company unsecured loan, to a party covered in the register maintained under section 189 of the or on the Company by its officers or employees has been noticed or reported during Companies Act, 2013, in respect of which: the year.

a) The terms and conditions of the grant of such loan, in our opinion, prima facie, not prejudicial to the Company’s interest. 11. According to the information and explanations give to us and based on our examination of the records of the Company, the Company has paid/provided for b) The repayment of principal and payment of interest have been made as stipulated. managerial remuneration in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Act.

c) There are no amount overdue amount remaining outstanding as at Balance Sheet date. 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 4. In our opinion and according to the information and explanations given to us, the applicable.

Company has complied with the provisions of Sections 185 and 186 of the Companies Act, 2013 in respect of grant of loans, making investments and 13. As per information and explanation furnished to us and according to our examination providing guarantees and securities, as applicable. of the records of the Company all transactions with the related parties are in

compliance with sections 177 and 188 of Companies Act, 2013 and the details 5. In our opinion the Company has not accepted any deposits within the meaning of have been disclosed in the Financial Statements as required by the applicable Sections 73 to 76 of the Act and Companies (Acceptance of Deposits) Rules, 2014 (as accounting standards. amended). Accordingly, the provisions of clause 3(v) of Order are not applicable

14. During the year the Company has not made any preferential allotment or private 6. According to the information and explanation given to us, the Central Government has placement of shares or fully or partly convertible debentures and hence reporting not prescribed the maintenance of cost records under section 148 (1) of the Companies under clause (xiv) of CARO 2016 is not applicable to the Company. Act, 2013 for the services rendered by the Company.

76 77 Annual Report 2019-20

15. According to the information and explanations given to us and based on our Annexure - B to the Auditors’ Report examination of the records of the Company, the Company has not entered into non-cash transactions with directors or persons connected with him. (Referred to in paragraph 2 (f) under ‘Report on Other Legal and Regulatory Requirements’ Accordingly, paragraph 3(xv) of the Order is not applicable. section of our report of even date)

16. The company is required to be registered under section 45-IA of the Reserve Bank of Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of India Act, 1934 and has obtained registration. Section 143 of the Companies Act, 2013 (“the Act”)

We have audited the internal financial controls over financial reporting of Gosree Finance st Limited (“the Company”) as of 31 March 2020 in conjunction with our audit of the For Krishnamoorthy and Krishnamoorthy standalone financial statements of the Company for the year ended on that date. Chartered Accountants Firm Reg No.001488S Responsibilities of Management and Those Charged with Governance for Internal Financial Controls Sd/- The Company’s management is responsible for establishing and maintaining internal R.Venugopal financial controls based on the internal control over financial reporting criteria established Partner by the Company considering the essential components of internal control stated in the Membership No.202632 Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by Udin: 20202632AAAADY3315 the Institute of Chartered Accountants of India (‘ICAI’). These responsibilities include the Kochi design, implementation and maintenance of adequate internal financial controls that were 29.08.2020 operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

Auditors’ Responsibility

Our responsibility is to express an opinion on the Company's internal financial controls with reference to financial statements of the Company based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the “Guidance Note”) and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls with reference to financial statements were established and maintained and if such controls operated effectively in all material respects.

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

78 79 Annual Report 2019-20

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

Meaning of Internal Financial Controls with Reference to Financial Statements th 7 Annual Report A company's internal financial control with reference to financial statements is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal financial control with reference to financial statements include those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls with Reference to Financial Statements Because of the inherent limitations of internal financial controls with reference to financial statements, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, BALANCE SHEET 2019-2020 projections of any evaluation of the internal financial controls with reference to financial statements to future periods are subject to the risk that the internal financial control with reference to financial statements may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion In our opinion, to the best of our information and according to the explanations given to us, the Company has, in all material respects, an adequate internal financial controls with reference to financial statements and such controls were operating effectively as at March 31, 2020, based on the internal financial control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the ICAI.

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

Sd/-

R.Venugopal Partner Membership No.202632 Udin: 20202632AAAADY3315 Kochi 29.08.2020

80 81 Annual Report 2019-20

GOSREE FINANCE LIMITED GOSREE FINANCE LIMITED Balance Sheet as at 31st March 2020 Statement of Profit and Loss for the year ended 31st March 2020 As at As at PARTICULARS Note no 31.03.2020 31.03.2019 Rs Rs For the year ended For the year ended I EQUITY AND LIABILITIES PARTICULARS Note no 31.03.2020 31.03.2019 1 Shareholders' Funds a. Share Capital 3 31,93,99,340 31,93,99,340 Rs Rs b. Reserves and Surplus 4 13,85,05,947 11,16,78,100 I INCOME c. Money received against share warrants 5 15,77,070 15,77,070 a. Income from operation 18 13,44,32,700 10,82,78,263 45,94,82,357 43,26,54,510 b. Other Income 19 7,89,953 8,72,964 2 Non Current Liabilities a. Long Term Borrowings 6 16,46,72,831 13,26,83,479 Total Revenue ( a + b) 13,52,22,653 10,91,51,227 b. Long Term Provision 7 2,31,636 - 16,49,04,467 13,26,83,479 ll EXPENSES 3 Current Liabilities a. Employee Benefit Expenses 20 2,47,70,623 1,80,04,599 a. Short Term Borrowings 8 4,82,40,298 7,86,11,629 b. Finance Costs 21 2,94,15,804 2,79,99,140 b. Other Current Liability 9 9,95,58,093 4,65,87,668 c. Depreciation and Amortization Expenses 11 14,70,581 9,84,303 c. Short Term Provision 10 1,04,07,289 84,66,675 d. Other Expenses 22 1,38,12,632 1,99,39,310 15,82,05,680 13,36,65,972 Total Expenses ( a + b + c + d) 6,94,69,640 6,69,27,352 Total 78,25,92,504 69,90,03,961 II ASSETS lll Profit/(Loss) before tax (I - II) 6,57,53,013 4,22,23,875 1 Non-Current Assets IV Tax expense: a. Property, Plant & Equipment 11 88,51,926 89,13,944 a. Current tax 1,64,71,913 1,36,78,848 b. Intangible Assets 11 88,844 1,73,254 b. Deferred Tax (6,49,916) (8,78,982) c. Non-Current Investments 12 1,55,84,000 1,05,84,000 d. Deferred Tax Asset 13 14,17,266 7,67,350 V Profit for the Year (lll - lV) 4,99,31,016 2,94,24,009 d. Long term loans and advances 14 29,78,18,371 20,36,11,442 e. Other Assets 15 25,00,000 25,00,000 VI Earnings per share(Basic/Diluted) (in Rs) 32,62,60,407 22,65,49,990 (Basic EPS) (in Rs) 23 1.56 1.02 2 Current assets (Diluted EPS) (in Rs) 23 1.55 1.00 a Cash and Cash Equivalents 16 1,21,51,716 57,66,927 b. Short term Loans and Advances 14 43,93,21,651 46,37,33,781 c. Other Current Assets 17 48,58,730 29,53,263 45,63,32,097 47,24,53,971 Significant Accounting Policies and Notes on 1,2 and Accounts 24-27 Total 78,25,92,504 69,90,03,961 Significant Accounting Policies and Notes on The accompanying notes are an integral part of the financial statements. 1,2 and 24- Accounts As per our separate report of even date attached 27 The accompanying notes are an integral part of the financial statements. For Krishnamoorthy & Krishnamoorthy For and on behalf of the Board As per our separate report of even date attached Chartered Accountants For Krishnamoorthy & Krishnamoorthy For and on behalf of the Board (Registration No: 001488S) Sd/- Sd/- Chartered Accountants P.G. Jayakumar M G Menon (Registration No: 001488S) Sd/- Sd/- Sd/- Managing Director Director P.G. Jayakumar M G Menon R.Venugopal Din :3390963 Din :6598286 Sd/- Managing Director Director R.Venugopal Din :3390963 Din :6598286 Partner Partner M No 202632 Sd/- Sd/- M No 202632 Sd/- Sd/- Kochi Ajith Prasad G S Jagadeesan T S Kochi Ajith Prasad G S Jagadeesan T S 29.08.2020 Chief Financial Officer Managing Director 29.08.2020 Chief Financial Officer Managing Director UDIN: 20202632AAAADY3315 Din :6775429 UDIN: 20202632AAAADY3315 Din :6775429 Sd/- Sd/- Sripriya M Shenoy Sripriya M Shenoy Company Secretary Company Secretary 82 83 Annual Report 2019-20

GOSREE FINANCE LIMITED CASH FLOW STATEMENT FOR THE YEAR ENDED 31st MARCH 2020 Particulars For the year ended 31.03.2020 31.03.2019 Net cash flow from/ (used in) financing activities (C) 2,84,33,957 7,13,94,371 Rs Rs Net increase/(decrease) in cash and cash equivalents (A + B + A . Cash flow from operating Activities C) 63,84,789 47,03,646

Net Profit (Loss) before tax and extraordinary items 6,57,53,013 4,22,23,875 Cash and cash equivalents at the beginning of the year 57,66,927 10,63,281 Adjustment for: Cash and cash equivalents at the end of the year 1,21,51,716 57,66,927 Loss on sale of asset - 4,72,014 Components of cash and cash equivalents Depreciation and amortization 14,70,581 9,84,303 Cash on hand 59,765 6,636 With banks 1,20,91,951 57,60,291 Provision for Standard Assets and Non performing assets 19,39,742 70,29,413 Total cash and cash equivalents 1,21,51,716 57,66,927

Operating profit before working capital changes 6,91,63,336 5,07,09,605 Movements in working capital : As per our separate report of even date attached For Krishnamoorthy & Krishnamoorthy For and on behalf of the Board Increase/ (decrease) in other current liabilities and provisions 30,52,192 2,70,741 Chartered Accountants Increase/ (decrease) in long term provisions 2,31,636 (Registration No: 001488S) Sd/- Sd/- P.G. Jayakumar M G Menon Decrease / (increase) in long-term loans and advances (9,11,76,714) 3,54,57,907 Sd/- Managing Director Director Decrease / (increase) in short-term loans and advances 2,44,12,130 (12,37,43,344) R.Venugopal Din :3390963 Din :6598286 Decrease / (increase) in other non current assets - - Partner Decrease / (increase) in other current assets (19,05,467) (17,38,642) M No 202632 Sd/- Sd/- Cash generated from /(used in) operations 37,77,113 (3,90,43,733) Kochi Ajith Prasad G S Jagadeesan T S 29.08.2020 Chief Financial Officer Managing Director Direct taxes paid (net of refunds) (1,95,02,128) (1,99,61,546) UDIN: 20202632AAAADY3315 Din :6775429 Sd/- Net cash flow from/ (used in) operating activities (A) (1,57,25,015) (5,90,05,279) Sripriya M Shenoy B. CASH FLOWS FROM INVESTING ACTIVITIES Company Secretary Purchase of fixed assets, including CWIP (13,24,153) (41,85,446)

Investment in Subsidiary Companies (50,00,000) (35,00,000) Interest received Net cash flow from/ (used in) investing activities (B) (63,24,153) (76,85,446) C. CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from Issue/ allotment of shares - 5,38,99,340 Securities premium - 2,69,49,670 Proceeds from debenture issue 12,50,50,000 1,70,50,000 Repayment of debentures (13,00,000) (2,09,00,000) Proceeds from term Loan 2,50,00,000 Repayment of Term Loan (4,12,21,095) (3,72,50,165) Repayment of Vehicle Loan (6,20,448) (5,69,563) Proceeds / (Repayment) in working capital bank borrowings (net) (3,03,71,331) 2,62,27,376

Dividend paid including dividend distribution tax (2,31,03,169) (1,90,12,287) 84 85 Annual Report 2019-20

GOSREE FINANCE LIMITED, COCHIN Significant Accounting Policies & Notes on Accounts 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 Note No: and recognized in the period in which the employee renders the related service. 1 NATURE OF OPERATION B Defined Contribution Plans GOSREE FINANCE LIMITED was incorporated as a Public limited company on December 20, 2013 to carry on the business of Non The company has defined contribution plans for employees comprising of Provident Fund and Employee’s State Insurance. The Banking Finance Company (NBFC). The Company obtained Certificate of Registration from Reserve Bank of India on 28.01.2015. contributions paid/ payable to these plans during the year are charged to the Statement of Profit and Loss for the year. The Company is a Non-Systemically Important Non-Deposit taking Non Banking Finance Company having customer interface.

C Defined Benefit Plans - Gratuity 2 SIGNIFICANT ACCOUNTING POLICIES The net present value of the obligation for gratuity benefits as determined on independent actuarial valuation, conducted annually using the projected unit credit method, as adjusted for unrecognized past services cost if any, is recognised in the 2.1 Basis of Accounting accounts. Actuarial gains and losses are recognised in full in the Statement of Profit and Loss for the period in which they occur. 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 2.5 Borrowing Costs bank of India as applicable to Non-Systemically Important Non-Deposit taking Non Banking Finance Company having customer Borrowing cost includes interest and amortization of ancillary costs incurred in connection with the arrangement of borrowings. interface. 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 The Financial Statements are prepared under the historical cost convention, on accrual basis of accounting. borrowing costs are expensed in the period they occur.

2.2 Use of Estimates 2.6 Property, Plant & Equipment Property, plant & equipment are stated at cost less depreciation. Cost comprises the purchase price and any attributable cost of The preparation of financial statements in conformity with the Generally Accepted Accounting Principles (GAAP) requires bringing the asset to its working condition for its intended use. 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 2.7 Intangible Assets the management evaluation of the relevant facts and circumstances as of the date of the financial statements. The differences Setup cost of software is capitalized as an intangible asset and amortized on a straight line basis over a period of three years. between actual result and estimates are recognized in the period in which the results are known/materialized.

2.3 Revenue Recognition 2.8 Depreciation Depreciation is provided using straight line method at the following rates, which is management’s estimate of the useful lives of Revenue is recognized to the extent that it is probable that economic benefits will flow to the company and the revenue can be the assets reliably measured. The revenue recognition is as under: Nature of asset Useful Life in Years 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- Computer equipment 3 performing assets where income is recognized only when it is actually realized. Income recognized before the asset became non- Furniture and fixtures & Electrical equipment's 10 performing and remaining unrealized will also be reversed. Vehicles 8 Building Over the lease Period Office equipment 5 Non-performing asset shall means, Software 3 (a) an asset, in respect of which, interest has remained overdue for a period of six months or more (b) a term loan inclusive of unpaid interest, when the instalment is overdue for a period of six months or more or on which interest The above rates except for building are same as the rate prescribed in Schedule II to the Companies Act, 2013 amount remained overdue for a period of six months or more (c) in respect of loans, advances and other credit facilities (including bills purchased and discounted), the balance outstanding under 2.9 Impairment of Tangible and Intangible Assets the credit facilities (including accrued interest) made available to the same borrower / beneficiary when any of the above credit The company assesses at each reporting date whether there is an indication that an asset may be impaired. If any indication facilities becomes non-performing asset. 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 B. Income from services is recognized as per the terms of contract on accrual basis. Revenue is recognized on accrual basis to the amount is determined for an individual asset, unless the asset doesn't generate cash inflows that are largely independent of extent it is realizable (except when there are significant uncertainties). those from other assets or groups of assets. Where the carrying amount of an asset or CGU exceeds its recoverable amount. In C. Interest on deposits is recognized on a time proportion basis taking into account the amount outstanding and the rate applicable. 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, D. Pursuant to the Reserve Bank of India circular dated 27 March 2020 (‘RBI circular’) allowing lending institutions to offer recent market transactions are taken into account, if available. If no such transaction can be identified, an appropriate valuation moratorium to borrowers on payment of instalments falling due between 1 March 2020 and 31 May 2020, Company has model is used. After impairment, depreciation is provided on the revised carrying amount of the asset over its remaining useful extended moratorium to its borrowers in accordance with its Board approved policy. life.

86 87 Annual Report 2019-20

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. 3 SHARE CAPITAL As at 31.03.2020 As at 31.03.2019 Particulars Rs. Rs. A. Authorized: 2.11 Taxes on Income 7,50,00,000 shares of Rs.10 each 75,00,00,000 75,00,00,000 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 75,00,00,000 75,00,00,000 taxable income are recognized to the extent considered capable of being reversed in subsequent years. Deferred tax assets are Issued, Subscribed capital & Paid up Capital 3,19,39,934 equity shares of Rs.10 each recognized only to the extent there is reasonable certainty that sufficient future taxable income will be available, except that 31,93,99,340 31,93,99,340 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. Total 31,93,99,340 31,93,99,340

3.1 Terms/Rights attached to Equity Shares 2.12 Earnings per share 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 Basic earnings per share are calculated by dividing the net profit or loss for the period attributable to equity shareholders by the 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 weighted average number of equity shares outstanding during the period. The weighted average numbers of equity shares company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the outstanding during the period are adjusted for events of bonus issue; bonus element in a rights issue to existing shareholders; shareholders. share split; and reverse share split, if any. 3.2 Reconciliation of number of shares

For the purpose of calculating diluted earnings per share, the net profit or loss for the period attributable to equityshareholders Particulars As at 31.03.2020 As at 31.03.2019 and the weighted average number of shares outstanding during the period are adjusted for the effectsof all dilutive potential equity shares. No. of shares Rs. No. of shares Rs. A Equity Shares at the beginning of the year 3,19,39,934 31,93,99,340 2,65,50,000 26,55,00,000 2.13 Leases B Shares issued during the year - 53,89,934 5,38,99,340 Lease arrangements where risks and rewards incidental to ownership of an asset substantially vest with the lessor are recognized C Number of shares outstanding at the end of the year as operating leases. Lease rentals under operating leases are recognized in the Statement of Profit and loss on a straight-line (A+B) 3,19,39,934 31,93,99,340 3,19,39,934 31,93,99,340 basis. The Company has not entered into any financial lease. 3.3 The details of shareholders holding more than 5% shares :

2.14 Segment Reporting Name of shareholder As at 31.03.2020 As at 31.03.2019 The Company operates in a single reportable segment i.e., financing, which has similar risks and returns for the purpose of AS 17 No. of shares % No. of shares % Abhijith Mohan 23,40,000 7.33% 23,40,000 7.33% on ‘Segment Reporting’. The Company operates in a single geographical segment i.e., domestic. Abhaya Mohan 23,40,000 7.33% 23,40,000 7.33% Anjana Mohan 23,40,000 7.33% 23,40,000 7.33% Roopak C Chandran 23,40,000 7.33% 23,40,000 7.33% 2.15 Provisions, Contingent Liabilities and Contingent Assets Sriraag Subramonian 23,40,000 7.33% 23,40,000 7.33% (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 Mrs.Sheela Rajaram 24,35,000 7.62% - cash outflow will be required and a reliable estimate can be made of the amount of the obligation. Provisions are not discounted Mr. Narasimhan Govindan 18,75,000 5.87% 16,66,667 5.22% 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. 4 RESERVES & SURPLUS As at 31.03.2020 As at 31.03.2019 4.1 Particulars Rs. Rs. (ii) Contingent Liabilities are disclosed when the company has a possible obligation or a present obligation and it is probable that a A. Reserve u/s 45-IC of Reserve Bank of India Act, 1934 cash flow will not be required to settle the obligation. For the financial year company has no contingent liability or contingent As per Last Balance Sheet 1,92,00,039 1,33,15,238 asset. Transferred from surplus in the Statement of Profit and Loss 99,86,203 58,84,802 (iii) Secured loans are classified / provided for, as per the directions in "Non-Banking Financial Company - Non-Systemically 2,91,86,243 1,92,00,039 Important Non-Deposit taking Company (Reserve Bank) Directions, 2016", RBI/DNBR/2016-17/44, Master Direction B. Statement of Profit and Loss Account DNBR.PD.007/03.10.119/2016-17 (updated as on February 17, 2020) As per Last Balance Sheet 4,78,28,391 4,33,01,470 Transfer from Statement of Profit and Loss 4,99,31,016 2,94,24,009 2.16 Dividend Distribution to Equity holders of the Company Less : Appropriation Dividend to the companies Equity Shareholders are recognized when the dividends are approved for payment by the Transferred to reserve u/s 45-IC of Reserve Bank of India Act, 1934 99,86,203 58,84,802 shareholders. Equity Dividend Paid 1,91,63,960 1,57,69,979 Dividend Distribution Tax 39,39,209 32,42,308 2.17 Cash and cash Equivalents 6,46,70,034 4,78,28,391 Cash and cash equivalents include cash in hand and cash at bank. C. Securities premium 4,46,49,670 4,46,49,670

Reserves & surplus as at the end of the period (A+B+C) 13,85,05,947 11,16,78,100

88 89 Annual Report 2019-20

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 instalments over the term of the loan commencing from 1st January 2016. 4.2 Terms/ Rights attached to equity shares: The Company declares and pays dividend in Indian Rupees. The dividend proposed by the Board of Directors is subject to approval of the 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 shareholders’ in the ensuing Annual General Meeting. In the event of liquidation of the Company, the holders of equity shares will be in 60 equal monthly instalments over the term of the loan commencing from 20th April 2018. entitled to receive remaining assets of the Company after distribution of all preferential amounts, in proportion to the number of equity shares held by the shareholders. 6.4 Term loan from Lakshmi Vilas Bank is secured against loan assets and other current assets and personal guarantee of 5 directors which 4.3 The Board of Directors has proposed an Equity dividend at Rs.0.60 (Rs. 0.60) Per share for the financial year ended 31.03.2020 at their carries interest rate of 11.85% repayable within 12 quarterly instalment of Rs.25 Lakhs, after an initial holiday period of 3 months. The meeting held on 29th August 2020, which is subject to approval by the shareholders in the ensuing Annual General Meeting. total tenor of the loan is 39 months. The loan is closed during the current financial year. 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 4.4 Distribution of Dividend paid and proposed maintained at all times until maturity date which carries interest rate of 13.10% repayable in 36 monthly instalments, commencing one As at 31.03.2020 As at 31.03.2019 month from the date of disbursement. Particulars Rs. Rs. 6.6 Term loans from Nabsamrudhi Finance Limited (NSFL) payable at quarterly rests for 3 years, having security as paripassu first charge on Dividends on equity shares declared and paid the loan receivables by way of hypothecation of minimum asset coverage of 110% the principal amount outstanding at any point of time (for the year ended 31 March 2019 Rs.0.6 per equity share) 1,91,63,960 1,57,67,979 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 Proposed cash dividend for the year ended 31 March 2020 1,91,63,960 1,91,63,960 quarterly instalments. Initial 8 quarterly instalments commencing from 31st May 2018 @ RS41.70 Lacs and balance 4 quarterly instalments @ RS41.60 Lacs.

5 Money received against share warrants 6.7 Term loans from AU Small Finance Bank Limited (AUSFBL) repayable in 48 principal instalments starting from 15th August 2018. Interest at As at 31.03.2020 As at 31.03.2019 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 5.1 Particulars Rs. Rs. receivables through hypothecation of 122% of the loan principal outstanding during the currency of the loan. Money received against share warrants 15,77,070 15,77,070 15,77,070 15,77,070 6.8 Company allotted 149700 secured, Non convertible debentures of Rs.1000/- each to be redeemed at the end of 370 days, 2 years, 3 years and 5 years at an interest rate of 10.5%, 11%, 11.5%, 12% and 12.5% from the date of issue. The Board of Directors of the company at their meeting held on2.5.2017 and as approved at its Annual General Meeting held on 25th May 2017 have resolved to create, offer issue and allot upto 1433700 warrants, convertible into 1433700 equity shares of Rs.10/- each on Details of rate of interest and maturity pattern from the date of the balance sheet is as a private placement basis , pursuant to Section 42 and 62 of the companies Act,2013 at a conversion price of Rs.11/- per equity share of Redeemable at par with in As at 31.03.2020 the company, These warrants were allotted on 25th May 2017 to certain directors and promoter ("the warrant holders") and 10% Number Amount application money amounting to Rs.1577070/- was received from them. The warrants were to be converted into equivalent number of Rate of interest equity shares on payment of balance amount at any time with in 4 years from the date of allotment or date of announcement of public Rs offer whichever is earlier. In the event the warrants are not converted into equity shares within the said period, the company is eligible to Due within 5 years 11.00% 24,400 2,44,00,000 forfeit or refund without interest the amount received towards warrants. 11.50% 25,700 2,57,00,000 12.00% 16,600 1,66,00,000

6 LONG TERM BORROWINGS Non-current portion Current maturities 12.50% 4,900 49,00,000 6.1 As at 31.03.2020 As at 31.03.2019 As at 31.03.2020 As at 31.03.2019 Due within 1-2 year 11.50% 19,400 1,94,00,000 Particulars Rs. Rs. Rs. Rs. Due with in 1 Year 11.00% 58,500 5,85,00,000 Secured 10.50% 200 2,00,000 Vehicle Loan Toyota Financial services 1 - 2,01,200 2,01,207 2,46,808 Vehicle Loan Toyota Financial services 2 9,22,831 13,30,193 4,07,368 3,73,653 1,49,700 14,97,00,000 Term Loan From Lakshmi Vilas Bank - - - 50,00,000 These debentures are secured by pari-passu first charge on loans & advances given by the company and other current assets. Term Loan From Hinduja Leyland Finance - 96,12,086 96,12,089 1,20,41,098 As at 31.03.2019 Term Loan From NABSAMRUDDHI Finance Limited - 1,66,40,000 1,66,40,000 1,66,80,000 Redeemable at par with in Rate of interest Number Amount Term Loan From AU Small Finance Bank Limited 1,00,00,000 1,75,00,000 75,00,000 75,00,000 Rs Due within 5 years 11.00% 22,200 2,22,00,000 Privately placed Redeemable Non Convertible 11.50% 40,600 4,06,00,000 Debentures 9,10,00,000 6,70,00,000 5,87,00,000 13,00,000 Due within 1-2 year 10.50% 200 2,00,000 Unsecured 11.00% 4,000 40,00,000 Due with in 1 11.00% 1,100 11,00,000 Privately placed Subordinated (Tier II)debt (Redeemable 10.00% 200 2,00,000 Non Convertible Debenture of Rs.1000 each) 5,27,50,000 1,04,00,000 - - Privately Place Redeemable Non-Convertible 68,300 6,83,00,000 Debentures Rs.1000 each 1,00,00,000 1,00,00,000 - - 16,46,72,831 13,26,83,479 9,30,60,664 4,31,41,559 6.9 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 31.03.2020 Redeemable at par with in Rate of interest Number Amount Rs Due within 2 years 11.50% 10,000 1,00,00,000 10,000 1,00,00,000

90 91 Annual Report 2019-20

As at 31.03.2019 (iii) (Asset)/ Liability to be recognized in the Balance Sheet Current Year Previous Year Redeemable at par with in Rate of interest Number Amount Projected value of obligation at the end of the year 2,32,508 - Rs Ending Assets - - Liability/ (Asset) recognized in the Balance sheet 2,32,508 - Due within 3 years 11.50% 10,000 1,00,00,000 10,000 1,00,00,000 (iv) Expense to be recognized in the Statement of Profit and Loss Current Year Previous Year Current Service Cost 1,87,856 - 6.10 Subordinated Debentures aggregating Rs.52750000 at the rate of 11.5%, 12%, 12.5% and 13% are unsecured and repayable at the end of Interest Cost 13,620 - five years, within six years from the date of issue. Past Service Cost 31,032 - Details of rate of interest and maturity pattern from the date of the balance sheet is as (Income)/Expense recognized in the statement of Profit and Loss 2,32,508 - As at 31.03.2020 Redeemable at par with in Rate of interest Number Amount Net (Asset)/ Liability recognized Rs in the Balance Sheet as at year 2019-20 2018-19 2017-18 2016-17 2015-16 Due within 2 years 11.50% 6,750 67,50,000 Projected value of unfunded Due within 6 years 12.00% 2,250 22,50,000 obligation recognized as (asset)/ 12.50% 18,050 1,80,50,000 liability in the Balance Sheet 2,32,508 - - - - 13.00% 25,700 2,57,00,000 52,750 5,27,50,000 8 SHORT TERM BORROWINGS As at 31.03.2020 As at 31.03.2019 As at 31.03.2019 Redeemable at par with in 8.1 Particulars Rs. Rs. Rate of interest Number Amount Repayable on demand : Secured Rs From Banks: Due within 5 years 11.50% 6,750 67,50,000 - Cash Credit 4,82,40,298 7,86,11,629 12.00% 2,250 22,50,000 Total 4,82,40,298 7,86,11,629 12.50% 1,400 14,00,000 10,400 1,04,00,000 Cash credit is availed from three banks, Federal Bank (Sanction limit - Rs. 3 crores) @ 11.45 per annum (One year MCLR + 2.55%) to be 7 LONG TERM PROVISIONS As at 31.03.2020 As at 31.03.2019 repayable on demand within 1 Year, Lakshmi Vilas Bank (Sanction limit - Rs. 5 crores) @ 11.25%per annum (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 7.1 Particulars Rs. Rs. Non Current Provision for gratuity 2,31,636 - every quarter. Total 2,31,636 - 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. 7.2 Disclosures required under Accounting Standard 15- Employee Benefits a. Defined Contribution plans 9 OTHER CURRENT LIABILITIES During the year the following amounts have been recognized in the Statement of Profit and Loss on account of defined contribution plans: As at 31.03.2020 As at 31.03.2019 9.1 Particulars Rs. Rs. Particulars Current Year Previous Year Current Maturities of Long term debt (Refer Note No:6.1) 9,30,60,664 4,31,41,559 Employers contribution to Provident Fund 449715 Interest accrued but not due on borrowings 3,45,789 5,51,511 Interest accrued but not due on debentures 42,55,651 13,37,618 Employers contribution to Employee's State Insurance 75193 Debenture application money received, pending allotment - 2,00,000 Total 524908 - Employee emoluments payable 1,34,564 15,000 Statutory dues payable 7,68,979 9,28,296 b. Defined Benefit Plans Other current liabilities 9,92,446 4,13,684 (i) Actuarial Assumptions Current Year Previous Year Total 9,95,58,092 4,65,87,668 Discount Rate (per annum) 9.85% Salary escalation rate* 7.00% 10 SHORT TERM PROVISIONS Mortality Rate IALM 2006-08 As at 31.03.2020 As at 31.03.2019 Ultimate 10.1 Particulars Rs. Rs. *Salary escalation rate consists of 3 components. Viz. regular increments, price inflation and promotional increases. Current Provision for Gratuity 872 - Contingent Provision against standard assets 18,27,631 14,46,810 Provision for Non performing Assets (ii) Reconciliation of projected obligations Current Year Previous Year Substandard 34,77,316 50,30,000 Doubtful 43,08,500 - Projected value of obligation at the beginning of the year - - Provision for Restructured Assets Current Service Cost 1,87,856 - Standard 5,73,933 16,46,039 Interest Cost 13,620 - Sub-Standard 2,19,037 3,43,826 Past Service Cost 31,032 - Benefits Paid - - Total 1,04,07,289 84,66,675 Projected Benefit of Obligation at end of the year 2,32,508 -

92 93 Annual Report 2019-20

Note 11 Note 11 Property, PlantProperty, & Equipment Plant & Equipment

Gross BlockGross Block DepreciationDepreciation Net Block Net Block Addition Addition As on As on Deletion/ Deletion/ As on As on Up to Up to On Deletion/ On Deletion/ Up to Up As to on As on As on As on Particulars Particulars during during For the year For the year 01.04.2019 01.04.2019 AdjustmentsAdjustments 31.03.2020 31.03.202001.04.2019 01.04.2019 AdjustmentsAdjustments 31.03.2020 31.03.202031.03.2020 31.03.202031.03.2019 31.03.2019 the year the year Rs Rs Rs Rs Rs Rs Rs Rs Rs Rs Rs Rs Rs Rs Rs Rs Rs Rs Rs Rs TANGIBLE ASSETSTANGIBLE ASSETS

Building InteriorBuilding Interior 19,00,834 19,00,834 1,54,905 1,54,905 - 20,55,739 - 20,55,739 8,573 8,573 2,06,066 2,06,066 - 2,14,639 - 2,14,639 18,41,099 18,41,099 18,92,261 18,92,261

Computer andComputer equipments and equipments 8,72,270 8,72,270 7,10,871 7,10,871 - 15,83,141 - 15,83,141 4,22,313 4,22,313 3,12,152 3,12,152 - 7,34,465 - 7,34,465 8,48,676 8,48,676 4,49,957 4,49,957

Furniture and Furniturefittings and fittings 26,62,438 26,62,438 2,83,295 2,83,295 - 29,45,733 - 29,45,733 3,79,350 3,79,350 2,61,225 2,61,225 - 6,40,575 - 6,40,575 23,05,159 23,05,159 22,83,088 22,83,088

Electrical equipmentsElectrical equipments 15,46,070 15,46,070 1,21,832 1,21,832 - 16,67,902 - 16,67,902 1,69,081 1,69,081 1,50,403 1,50,403 - 3,19,485 - 3,19,485 13,48,417 13,48,417 13,76,988 13,76,988

Vehicle Vehicle 37,36,774 37,36,774 - - - 37,36,774 - 37,36,774 8,49,423 8,49,423 4,44,958 4,44,958 - 12,94,381 - 12,94,381 24,42,393 24,42,393 28,87,351 28,87,351

Telephone andTelephone accessories and accessories 42,744 42,744 53,250 53,250 95,994 95,994 18,445 18,445 11,367 11,367 - 29,812 - 29,812 66,182 66,182 24,299 24,299 Total Total 1,07,61,130 1,07,61,130 13,24,153 13,24,153 - 1,20,85,283 - 1,20,85,283 18,47,185 18,47,185 13,86,172 13,86,172 - 32,33,357 - 32,33,357 88,51,926 88,51,926 89,13,944 89,13,944 Previous year Previous year 75,31,165 75,31,165 40,73,673 40,73,673 8,43,709 8,43,709 1,07,61,130 1,07,61,130 13,26,463 13,26,463 8,92,417 8,92,417 3,71,695 3,71,695 18,47,185 18,47,185 89,13,944 89,13,944 62,04,702 62,04,702 Intangible AssetsIntangible Assets Software Software 3,96,633 3,96,633 - - - 3,96,633 - 3,96,633 2,23,379 2,23,379 84,410 84,410 - 3,07,789 - 3,07,789 88,844 88,844 1,73,254 1,73,254 Total Total 3,96,633 3,96,633 - - - 3,96,633 - 3,96,633 2,23,379 2,23,379 84,410 84,410 - 3,07,789 - 3,07,789 88,844 88,844 1,73,254 1,73,254 Previous year Previous year 2,84,860 2,84,860 1,11,773 1,11,773 - 3,96,633- 3,96,633 1,31,493 1,31,493 91,886 91,886 - 2,23,379 - 2,23,379 1,73,254 1,73,254 1,53,367 1,53,367 Grant Total Grant Total 1,11,57,763 1,11,57,763 13,24,153 13,24,153 - 1,24,81,916 - 1,24,81,916 20,70,565 20,70,565 14,70,581 14,70,581 - 35,41,146 - 35,41,146 89,40,770 89,40,770 90,87,198 90,87,198 Previous year Previous year 78,16,025 78,16,025 41,85,446 41,85,446 8,43,709 8,43,709 1,11,57,763 1,11,57,763 14,57,956 14,57,956 9,84,303 9,84,303 3,71,695 3,71,695 20,70,565 20,70,565 90,87,198 90,87,198 63,58,069 63,58,069

94 95 Annual Report 2019-20

12 NON-CURRENT INVESTMENTS Non - Current Current As at 31.03.2020 As at 31.03.2019 14.4 Secured and Considered Doubtful As at 31.03.2020 As at 31.03.2019 As at 31.03.2020 As at 31.03.2019 12.1 Particulars Rs. Rs. Rs. Rs. Rs. Rs. Unquoted Investments (Non trade) Business Loan - - 9,39,200 10,00,000 - in subsidiary companies Property Loan 1,21,969 - 63,062 - 1549100 (1049100) fully paid up Equity Shares of Rs.10/- each in Gosree Insurance and Broking Housing Loan - - - - Services Private Ltd 1,54,91,000 1,04,91,000 Infrastructure Loan - - - - Others - - 2,19,037 - 9300 Equity shares of Rs. 10/- each in Gosree Investment and Risk Services Private Limited 93,000 93,000 Real Estate Loan - - - - Micro loans Total 1,55,84,000 1,05,84,000 - - - - SME 3,77,044 9,38,647 56,42,701 30,61,356 12.2 In view of the business plans of the subsidiary company, Gosree Insurance and Broking Services Private Limited, which is expected to Total 4,99,013 9,38,647 68,64,000 40,61,356 bring in positive cash flows in the near future, the management is of the opinion that no diminution in value of investments in the subsidiary company is anticipated at this stage and hence no provision is made. Non - Current Current 14.5 Unsecured and Considered Good As at 31.03.2020 As at 31.03.2019 As at 31.03.2020 As at 31.03.2019 Rs. Rs. Rs. Rs. 13 DEFFERED TAX Business Loan 92,37,578 1,29,03,652 5,58,97,595 6,72,39,685 As at 31.03.2020 As at 31.03.2019 Others 3,84,597 11,43,342 6,52,71,611 4,74,501 13.1 Particulars Rs. Rs. Real Estate Loan 78,92,129 1,58,03,991 30,13,799 43,76,704 Deferred tax Asset SME 0 1,34,01,139 28,56,728 1,92,76,039 Deferred tax liability (Relating to difference between tax depreciation and depreciation charged Property Loan - - - - Micro loans in financial statements ) 6,264 (2,694) 4,98,16,758 - 8,28,81,844 - Provision for Non performing Advances 13,52,485 7,70,044 Total 6,73,31,063 4,32,52,123 20,99,21,576 9,13,66,929 Provision for Employee Benefits 58,517 Deferred Tax Asset/(Liability) 14,17,266 7,67,350 Non - Current Current 14.6 Unsecured and Considered Doubtful As at 31.03.2020 As at 31.03.2019 As at 31.03.2020 As at 31.03.2019 14 LONG TERM LOANS AND ADVANCES As at 31.03.2020 As at 31.03.2019 Business Loan - 1,069 3,00,000 28,931 14.1 Particulars Rs. Rs. Others - - 26,890 - Security Deposits (Unsecured, considered good) 20,71,995 10,36,495 Real Estate Loan - - - - Income Tax (Net of provision) SME - 87,638 3,14,950 2,56,187 66,48,615 36,18,400 Property Loan - - - - Loans and Advances Micro loans - - - - Secured Considered Good 22,12,67,685 15,46,77,070 Total - 88,707 6,41,840 2,85,119 Secured, doubtful 4,99,013 9,38,647 Unsecured Considered Good 6,73,31,063 4,32,52,123 15 OTHER ASSETS Unsecured, doubtful - 88,707 As at 31.03.2020 As at 31.03.2019 15.1 Particulars Rs Rs Total 29,78,18,371 20,36,11,442 Non current bank deposits 25,00,000 25,00,000 Total 14.2 SHORT TERM LOANS AND ADVANCES 25,00,000 25,00,000 As at 31.03.2020 As at 31.03.2019 Fixed Deposit of Rs.2500000 with remaining maturity less than twelve months from balance sheet date is lien marked in favour of Particulars Rs. Rs. Nabasamrudhi Finance Limited as cash collateral security. Loans & Advances 16 CASH AND CASH EQUIVALENTS Secured, Considered Good 22,18,94,235 36,80,20,376 As at 31.03.2020 As at 31.03.2019 Secured, doubtful 68,64,000 40,61,356 16.1 Particulars Rs Rs Unsecured, Considered Good 20,99,21,576 9,13,66,929 Cash on hand 59,765 6,636 Unsecured, doubtful 6,41,840 2,85,119 Cash in Bank : in current account (with scheduled bank) 1,20,91,951 57,60,292 Total 43,93,21,651 46,37,33,781 Total 1,21,51,716 57,66,927

Non - Current Current 17 OTHER CURRENT ASSETS 14.3 Secured and Considered Good As at 31.03.2020 As at 31.03.2019 As at 31.03.2020 As at 31.03.2019 As at 31.03.2020 As at 31.03.2019 Rs. Rs. Rs. Rs. 17.1 Particulars Rs Rs Business Loan 10,56,89,183 8,64,59,432 11,77,13,914 23,55,13,716 Interest Accrued on Bank Deposit 3,54,210 1,74,579 Property Loan 4,11,28,526 1,18,99,645 35,35,546 1,75,13,330 Interest accrued on loans 42,78,497 26,93,870 Housing Loan 47,11,448 - 4,36,873 9,84,352 Other Current Assets 1,18,865 20,265 Infrastructure Loan 53,89,472 - 50,28,795 87,11,096 Due from Subsidiary 1,07,158 64,549 Others 36,16,840 21,34,561 26,29,200 34,12,806 Real Estate Loan - - - - Total 48,58,730 29,53,263 Micro loans - 65,88,296 - 58,16,188 SME 6,07,32,216 4,75,95,136 9,25,49,907 9,60,68,889 Total 22,12,67,685 15,46,77,070 22,18,94,235 36,80,20,376

96 97 Annual Report 2019-20

18 REVENUE FROM OPERATION 22.2 Provisions and Write offs For the Year ended For the Year ended As at 31.03.2020 As at 31.03.2019 As at 31.03.2020 As at 31.03.2019 Particulars Rs Rs 18.1 Particulars Rs Rs Provision for Standard Assets 3,80,821 9,548 Interest on Loan 12,49,33,250 10,18,72,263 Provision for Non performing Assets 27,55,816 50,30,000 Processing fee 94,99,450 64,06,000 Provision for Restructured Assets: Total 13,44,32,700 10,82,78,263 Standard (10,72,106) 16,46,039 Sub-Standard (1,24,789) 3,43,826 19 OTHER INCOME Total 19,39,742 70,29,413 For the Year ended As at 31.03.2020 As at 31.03.2019 22.3 Payment to statutory Auditors 19.1 Particulars Rs Rs For the Year ended Interest received on deposits 7,11,263 3,13,471 As at 31.03.2020 As at 31.03.2019 Other non operative Income 78,690 5,59,493 Particulars Rs Rs Total 7,89,953 8,72,964 Audit fee 1,40,000 1,00,000 Tax audit fee 35,000 25,000 20 EMPLOYEE BENEFIT EXPENSES Other Services 42,500 31,000 For the Year ended Total 2,17,500 1,56,000 As at 31.03.2020 As at 31.03.2019 20.1 Particulars Rs Rs Salaries &wages 2,40,13,207 1,80,04,599 23 EARNINGS PER SHARE Contributions to Provident Fund and Other Funds 5,24,908 - Gratuity 2,32,508 For the Year ended Total 2,47,70,623 1,80,04,599 As at 31.03.2020 As at 31.03.2019 Particulars Rs Rs 21 FINANCE COSTS A. Net profit after tax as per Statement of Profit and Loss attributable to equity For the Year ended shareholders 4,99,31,016 2,94,24,009 As at 31.03.2020 As at 31.03.2019 B. Weighted average number of Equity Shares for computing Basic Earnings Per Share 21.1 Particulars Rs Rs 3,19,39,934 2,89,57,012 Interest: C. Add Potential number of equity shares that would arise on exercise of warrants 1,19,475 1,19,475 on Debentures 1,62,90,696 98,08,014 D. Weighted average number of Equity Shares for computing Diluted Earnings Per Share 3,20,59,409 2,90,76,487 on Banks borrowings and other borrowings 1,30,11,313 1,76,16,126 E. Other borrowing costs 1,13,795 5,75,000 Basic Earnings per Share (A /B) 1.56 1.02 Total 2,94,15,804 2,79,99,140 F. Diluted Earning per share 1.55 1.00 G. Face value per Equity Share 10 10 22 OTHER EXPENSES For the Year ended 24 Additional Disclosure as per RBI Prudential Norms As at 31.03.2020 As at 31.03.2019 22.1 Particulars Rs Rs 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", Bank Charges 2,72,501 7,00,851 RBI/DNBR/2016-17/44, Master Direction DNBR.PD.007/03.10.119/2016-17 (updated as on February 17, 2020) the Company is required to Payment to Auditors 2,32,500 1,56,000 make a provision for standard assets at 0.25 percent and an additional provision at 5 percent (as per COVID19 Regulatory Package - Asset Electricity Charges 2,58,415 2,10,992 Classification and Provisioning RBI/2019-20/220 DOR.No.BP.BC.63/21.04.048/2019-20) of the outstanding. Provision has also to be made Office Expenses 4,37,052 4,28,832 on the outstanding balance of substandard asset, doubtful asset(secured), doubtful asset (unsecured), and restructured sub-standard Postage & Courier 57,760 15,016 assets at 10%, 20%, 100% and 10% respectively. Provision for Restructured standard assets and restructured upgraded asset is made at Printing & Stationery 3,56,096 1,23,677 5.25% and 5% respectively as per circular RBI/2018-19/100 DBR.No.BP.BC.18/21.04.048/2018-19. The details of the provision for the year Professional Service Charges 19,31,346 28,62,189 is provided as under: Rent 27,83,582 19,04,832 Telephone & internet charges 1,23,099 68,768 Travelling Expenses 11,65,903 6,12,381 Particulars Gross Loan Outstanding Provision for assets Net Loan Outstanding Insurance Paid 47,074 84,494 1 Commission paid 20,07,500 11,95,900 Secured and Unsecured Loans Directors sitting fees 3,70,000 2,94,000 CSR Expenditure - 6,60,000 As on 31-03-2020 As on 31-03-2019 As on 31-03-2020 As on 31-03-2019 As on 31-03-2020 As on 31-03-2019 Donations - 25,000 Other expenses 18,30,062 35,66,963 A Business Loan Rs Rs Rs Rs Rs Rs Total 1,18,72,890 1,29,09,897 (i) Standard Asset

a) Advances attracting normal provisions 27,14,97,759 39,46,45,680 6,78,744 9,86,614 27,08,19,015 39,36,59,066

98 99 Annual Report 2019-20

b) Advances As on 31-03-2020 As on 31-03-2019 As on 31-03-2020 As on 31-03-2019 As on 31-03-2020 As on 31-03-2019 Infrastructure attracting D Rs Ps Rs Ps Rs Ps Rs Ps Rs Ps Rs Ps additional Loans provision 22,28,448 1,16,994 (i) Standard Asset 1,04,58,908 87,50,358 26,147 21,876 1,04,32,761 87,28,482 Substandard Substandard (ii) Asset 93,91,997 1,03,00,000 9,39,200 10,30,000 84,52,797 92,70,000 Doubtful (ii) Asset - (iii) Asset Restructured Standard a)Secured (iii) Asset

Restructured b)Unsecured 3,00,000 3,00,000 - Restructured Sub standard Standard (iv) Asset - (iv) Asset 81,11,860 4,25,873 76,85,987 1,04,58,908 87,50,358 26,147 21,876 1,04,32,761 87,28,482

Restructured As on 31-03-2020 As on 31-03-2019 As on 31-03-2020 As on 31-03-2019 As on 31-03-2020 As on 31-03-2019 Sub standard E Other Loans Rs Rs Rs Rs Rs Rs (v) Asset - - - - (i) Standard 29,15,30,064 40,49,45,680 24,60,811 20,16,614 28,69,57,799 40,29,29,066 Asset 6,99,93,186 40,15,690 1,74,983 10,039 6,98,18,203 40,05,651 As on 31-03-2020 As on 31-03-2019 As on 31-03-2020 As on 31-03-2019 As on 31-03-2020 As on 31-03-2019 Substandard Property (ii) Asset 2,68,901 26,890 2,42,011 loan/ Restructured B Rs Rs Rs Rs Rs Rs Mortgage Standard Loan (iii) Asset 31,95,157 1,59,758 30,35,399 (i) Standard Restructured Asset 4,32,10,104 2,94,53,199 1,08,025 73,633 4,31,02,079 2,93,79,566 Sub standard Substandard (iv) Asset 21,90,367 2,19,037 19,71,330 - (ii) Asset 18,50,312 1,85,031 16,65,281 - 7,24,52,454 72,10,847 4,20,910 1,69,797 7,20,31,544 70,41,050 Restructured Standard As on 31-03-2020 As on 31-03-2019 As on 31-03-2020 As on 31-03-2019 As on 31-03-2020 As on 31-03-2019 (iii) Asset - Real Estate F Rs Rs Rs Rs Rs Rs Loans Restructured Sub standard (i) Standard (iv) Asset - - Asset 1,10,67,938 2,01,94,131 27,670 50,485 1,10,40,268 2,01,43,646 Substandard 4,50,60,416 2,94,53,199 2,93,056 73,633 4,47,67,360 2,93,79,566 (ii) Asset - As on 31-03-2020 As on 31-03-2019 As on 31-03-2020 As on 31-03-2019 As on 31-03-2020 As on 31-03-2019 Restructured Standard C Housing Loan Rs Rs Rs Rs Rs Rs (iii) Asset (i) Standard Asset 51,78,599 9,96,411 12,946 2,491 51,65,653 9,93,920 Restructured Substandard Sub standard (ii) Asset - (iv) Asset - Restructured Standard 1,10,67,938 2,01,94,131 27,670 50,485 1,10,40,268 2,01,43,646 (iii) Asset As on 31-03-2020 As on 31-03-2019 As on 31-03-2020 As on 31-03-2019 As on 31-03-2020 As on 31-03-2019

G Micro Loans Rs Rs Rs Rs Rs Rs Restructured Sub standard (i) Standard (iv) Asset - Asset 51,78,599 9,96,411 12,946 2,491 51,65,653 9,93,920 a) Advances attracting normal provisions 13,27,79,842 1,24,04,484 3,31,950 31,011 13,24,47,892 1,23,73,473

100 101 Annual Report 2019-20

(b) In the form of partly secured debentures i.e. b) Advances debentures where there is a shortfall in the value of attracting security additional (c) Other public deposits provision 11,08,240 58,183 10,50,057 ASSETS SIDE Substandard (ii) Asset - - Break-up of Loans and Advances including bills 3 Restructured receivables [other than those included in (4) below] : Standard (a) Secured 45,05,24,932 52,76,97,449 (iii) Asset - - (b) Unsecured 27,78,94,479 13,49,92,878

NIL NIL NIL NIL Restructured Break up of Leased Assets and stock on hire and other 4 Sub standard assets counting towards asset financing activities (iv) Asset - - - - (i) Lease assets including lease rentals under sundry 13,38,88,082 1,24,04,484 3,90,133 31,011 13,34,97,950 1,23,73,473 debtors : As on 31-03-2020 As on 31-03-2019 As on 31-03-2020 As on 31-03-2019 As on 31-03-2020 As on 31-03-2019 (a) Financial Lease H SME Loans Rs Rs Rs Rs Rs Rs (b) Operating Lease (i) Standard (ii) Stock on hire including hire charges under sundry Asset 11,67,95,780 10,82,65,209 2,91,989 2,70,663 11,65,03,791 10,79,94,546 debtors Substandard (a) Assets on hire (ii) Asset 2,32,61,951 4,00,00,000 23,26,195 40,00,000 2,09,35,756 3,60,00,000 (b) Repossessed Assets Doubtful (iii) Other loans counting towards asset financing activities (iii) Asset - (a) Loans where assets have been repossessed a)Secured 2,00,42,500 40,08,500 1,60,34,000 (b) Loans other than (a) above

b)Unsecured - 5 Break-up of Investments : (iv) Restructured Current Investments : Standard 1 Quoted : Asset 29,61,217 2,97,25,622 1,48,061 14,86,281 28,13,156 2,82,39,341 (i) Shares : (a) Equity - - (v) (b) Preference - - (ii) Debentures and Bonds - - Restructured (iii) Units of mutual funds - - Sub standard (iv) Government Securities - - Asset - 34,38,257 - 3,43,826 - 30,94,431 (v) Others (please specify) - - 16,30,61,448 18,14,29,088 67,74,745 61,00,770 15,62,86,703 17,53,28,318 2 Unquoted : (i) Shares : (a) Equity - - 73,26,97,909 66,53,84,198 1,04,06,417 84,66,677 72,01,80,037 65,69,17,521 (b) Preference - - (ii) Debentures and Bonds - - (iii) Units of mutual funds - - 24.2 Schedule to the Balance Sheet (iv) Government Securities - - (v) Others (please specify) - - Disclosure of details as required by Revised Para 18 of "Non-Banking Financial Company - Non-Systemically Important Non-Deposit Long Term investments : taking Company (Reserve Bank) Directions, 2016" (updated as on February 17, 2020). 1. Quoted : Particulars Amount outstanding (i) Shares : (a) Equity - - (b) Preference - - LIABILITIES SIDE Amount Amount overdue Amount Amount overdue (ii) Debentures and Bonds - - Loans and advances availed by the non-banking (iii) Units of mutual funds - - 1 financial company inclusive of interest accrued thereon Rs Rs Rs Rs (iv) Government Securities - - but not paid: (v) Others (please specify) - - (a) Debentures - Secured 15,39,55,651 - 6,96,37,618 - 2. Unquoted : (i) Shares : (a) Equity 1,55,84,000 1,05,84,000 - Unsecured 6,27,50,000 2,04,00,000 (b) Preference - - (b) Deferred Credits - - - - (ii) Debentures and Bonds - - (c) Term Loans 4,56,29,284 8,76,76,549 (iii) Units of mutual funds - - (d) Inter-corporate loans and borrowing - - - - (iv) Government Securities - - (e) Commercial Paper - - - - (v) Others (please specify) - - (f) Public deposits - - - - 6 Borrower group-wise classification of assets financed as in (3) and (4) above : Secured Unsecured Total (g) Other Loans (specify nature) Category 31.03.2020 31.03.2020 31.03.2020 Bank (Short term) 4,82,40,298 7,86,11,629 1. Related Parties Rs Rs Rs Break up of I (f) above (Outstanding public deposits 2 (a) Subsidiaries - - - inclusive of interest accrued thereon but not paid) Nil Nil (b) Companies in the same group - - - (a) In the form of Unsecured debentures (c) Other related parties - 2,03,37,522 2,03,37,522 2. Other than related parties 45,05,24,932 25,75,56,957 70,80,81,890 Total 45,05,24,932 27,78,94,479 72,84,19,412 102 103 Annual Report 2019-20

7 Investor group-wise classification of all investments (current and long term) in shares and securities (both quoted and unquoted): Restructured standard Amount as on 31.03.2020 advances Category Market Book Value (Net of which cease 1. Related Parties to (a) Subsidiaries 1,55,84,000 1,55,84,000 attract higher (b) Companies in the same group - - provisioning (c) Other related parties - - and / or 2. Other than related parties - - additional risk Total 1,55,84,000 1,55,84,000 weight 4 at the end of 8 Other Information the FY Particulars As on 31.03.2020 As on 31.03.2019 and hence Rs Rs need not be (i) Gross Non-Performing Assets 5,73,06,028 5,37,38,257 shown as (a) Related parties - - restructured standard (b) Other than related parties 5,73,06,028 5,37,38,257 advances at (ii) Net Non-Performing Assets 5,46,75,001 4,83,64,431 the (a) Related parties - - beginning of (b) Other than related parties 5,46,75,001 4,83,64,431 the next (iii) Assets acquired in satisfaction of debt - - FY No. of borrowers - 24.3 Disclosure of Restructured Accounts Amount outstanding -

Provision thereon - Sl. Type of No. Restructuring Others Downgradatio Asset n Classification S t a n d a r d S u b - S ta n d a r d D o u b t f u l L o s s T o t a l 5 s of Details restructured Restructured accounts Accounts as during the FY No. of borrowers (1) 1 - 1 on April 1 of Amount the FY No. of borrowers 3 1 4 outstanding (31,95,157) 21,90,367 (10,04,790) Amount outstanding 3,29,20,779 34,38,257 3,63,59,036 Provision thereon (1,59,758) 2,19,037 59,279

Provision thereon 16,46,039 3,43,826 19,89,865 Write-offs of 6 restructured Fresh accounts 2 restructuring during the FY No. of borrowers (2) (2) during the Amount year No. of borrowers 3 3 outstanding (2,97,25,622) (2,97,25,622) Amount outstanding 81,11,860 81,11,860 Provision thereon (14,86,281) (14,86,281) Provision thereon 4,25,873 4,25,873 Restructured Upgradations Accounts as to 7 on restructured March 31 of 3 standard the FY category (closing during the figures*) No. of borrowers 4 1 5 FY No. of borrowers 1 (1) - Amount Amount outstanding 1,10,73,077 21,90,367 1,32,63,444 outstanding 29,61,217 (34,38,257) (4,77,040) Provision thereon 5,73,933 2,19,037 7,92,970 * Excluding the figures of Standard Restructured Advances which do not attract higher provisioning or risk weight (if applicable). Provision thereon 1,48,061 (3,43,826) (1,95,765) **Outstanding balance includes interest accrued on loans.

104 105 Annual Report 2019-20

25 RELATED PARTY DISCLOSURE 24.4 Disclosure Requirements as per COVID19 Regulatory Package - Asset Classification and Provisioning (Circular No. RBI/2019-20/220 25.1 Related Party Transactions Disclosure of transactions with Related Parties as required by Accounting Standard -18 on Related Party Disclosures as prescribed by DOR.No.BP.BC.63/21.04.048/2019-20 ) Companies (Accounting Standards) Rules,2006. 31.03.2019 For the quarter ended 31.03.2020 25.2 RELATED PARTY DISCLOSURE

Rs Rs (i) Subsidiaries Amounts in Gosree Insurance and Broking Services (P) Ltd SMA and 1 Gosree Investment and Risk Services (P) Ltd overdue categories (ii) Key Managerial Personnel; (i) SMA 0 7,01,50,114 - (ii) SMA 1 7,36,89,890 - Mr. P.G. Jayakumar Managing Director and Chief Executive Officer (iii)SMA 2 13,88,75,358 - Ajith Prasad Chief Financial Officer (Appointed on 05.01.2019) Jagadeesan Thazhathuveetil Sankunny Menon Managing Director Visakh T V Company Secretary(Till 01-06-2019) Amounts Sripriya M Shenoy Company Secretary (w.e.f 03-06-2019) 2 where asset classification (iii) Relatives of Key Managerial benefit is Personnel; extended Jayalekshmi S Wife of Managing Director & CEO Mr.PG Jayakumar Sarala Jagadeesan Wife of Managing Director Mr.T S Jagadeesan (i) Business Loan 22,06,758 - (iv) Individuals along with relatives Mr. B. Mohanachandran Nair, Mrs. K. Ushasree, Mr. Abhijith Mohan, Ms. Abhaya Mohan, Mrs. Anjana Mohan. (ii) Micro Loans 10,96,941 - having significant influence over the Additional 3 company provisions 1,66,834 - Additional Individuals and relatives having Relatives of Key Management 4 provisions Particulars Subsidiary Company Key Management Personnel significant control over the Personnel adjusted - - company 31.03.2020 31.03.2019 31.03.2020 31.03.2019 31.03.2020 31.03.2019 31.03.2020 31.03.2019 24.5 Disclosure Requirements as per Circular Micro, Small and Medium Enterprises (MSME) sector – Restructuring of Advances (RBI/2018- Rs Rs Rs Rs Rs Rs Rs Rs 19/100 DBR.No.BP.BC.18/21.04.048/2018-19) Loans and Advances 2019-20 2018-19 No of Accounts Restructured Loans and Advances given during the Amount (Rs) Amount (Rs) year 3,00,000 Loans and Advances Repaid during 3 80,19,695 - the year 3,00,000 Receivable Gosree Insurance Broking Services Private Limited 1,07,158 64,549 P.G. Jayakumar 25,000 Investments Gosree Insurance Broking Services Private Limited 1,54,91,000 1,04,91,000 ------Gosree Investments and Risk Services Private Limited. 93,000 93,000 ------Total 1,55,84,000 1,05,84,000 Reimbursement of expenses Gosree Insurance Broking Services Private Limited 5,78,477 1,71,861 Remuneration Paid P.G. Jayakumar - - 42,60,000 48,00,000 - - - - Alexander Kurian 4,56,452 Ajith Prasad - - 9,00,000 2,09,355 - - - - T.S Jagadeesan - - 36,00,000 36,00,000 - - - - Visakth T V - - 90,000 5,40,000 - - - - Sripriya M Shenoy 5,55,000 - Total 94,05,000 96,05,807 Debentures Redeemed Jayalekshmi S - - - - 8,00,000 Debentures Issued Jayalekshmi S - - - - 30,00,000 8,00,000 - - Sarala Jagadeesan - - - - 5,00,000 - - - Total - 35,00,000 8,00,000 - - Debenture OUTSTANDING BALANCE 35,00,000 8,00,000 Rent Paid Alexander Kurian 106 8,00,000 107 Total - 8,00,000 Equity Shares Issued T.S Jagadeesan 7,50,000 Ajith Prasad 75,000 Total 8,25,000 25 RELATED PARTY DISCLOSURE 25.1 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.

25.2 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 Ajith Prasad Chief Financial Officer (Appointed on 05.01.2019) Jagadeesan Thazhathuveetil Sankunny Menon Managing Director Visakh T V Company Secretary(Till 01-06-2019) Sripriya M Shenoy Company Secretary (w.e.f 03-06-2019)

(iii) Relatives of Key Managerial Personnel; Jayalekshmi S Wife of Managing Director & CEO Mr.PG Jayakumar Sarala Jagadeesan Wife of Managing Director Mr.T S Jagadeesan

(iv) Individuals along with relatives Mr. B. Mohanachandran Nair, Mrs. K. Ushasree, Mr. Abhijith Mohan, Ms. Abhaya Mohan, Mrs. Anjana Mohan. having significant influence over the company

Individuals and relatives having Relatives of Key Management Particulars Subsidiary Company Key Management Personnel significant control over the Personnel company 31.03.2020 31.03.2019 31.03.2020 31.03.2019 31.03.2020 31.03.2019 31.03.2020 31.03.2019 Rs Rs Rs Rs Rs Rs Rs Rs

Loans and Advances Loans and Advances given during the year 3,00,000 Loans and Advances Repaid during the year 3,00,000 Receivable Gosree Insurance Broking Services Private Limited 1,07,158 64,549 P.G. Jayakumar 25,000 Investments Gosree Insurance Broking Services Private Limited 1,54,91,000 1,04,91,000 ------Gosree Investments and Risk Services Private Limited. 93,000 93,000 ------Total 1,55,84,000 1,05,84,000 Reimbursement of expenses Gosree Insurance Broking Services Private Limited 5,78,477 1,71,861 Remuneration Paid P.G. Jayakumar - - 42,60,000 48,00,000 - - - - Alexander Kurian 4,56,452 Annual Report 2019-20 Ajith Prasad - - 9,00,000 2,09,355 - - - - T.S Jagadeesan - - 36,00,000 36,00,000 - - - - Visakth T V - - 90,000 5,40,000 - - - - Sripriya M Shenoy 5,55,000 - Total 94,05,000 96,05,807 Debentures Redeemed Jayalekshmi S - - - - 8,00,000 Debentures Issued Jayalekshmi S - - - - 30,00,000 8,00,000 - - Sarala Jagadeesan - - - - 5,00,000 - - - Total - 35,00,000 8,00,000 - - Debenture OUTSTANDING BALANCE 35,00,000 8,00,000 th Rent Paid 7 Annual Report Alexander Kurian 8,00,000 Total - 8,00,000 Equity Shares Issued T.S Jagadeesan 7,50,000 Ajith Prasad 75,000 Total 8,25,000 26 Economic turmoil associated with the Covid-19 pandemic has wide-ranging and severe impacts upon global and Indian financial markets. Reserve Bank of India (RBI) has issued guidelines relating to COVID-19 Regulatory Package dated 27 March 2020 and 17 April 2020 and in accordance therewith, the Company has proposed a opt-in moratorium of three months on the payment of all principal instalments and/ or interest, as applicable, falling due between 1 March 2020 and 31 May 2020 to all eligible borrowers classified as standard, even if overdue as on 29 February 2020, excluding the collections already made in the month of March 2020. For all such accounts where the moratorium is granted, the asset classification will remain at a standstill during the moratorium period (i.e. the number of days past due shall exclude the moratorium period for the purposes of asset classification as per the Board approved policy). Uncertainty about the length and depth of the health crisis-related economic effects are fuelling perceptions of risk and volatility in financial markets and corporate decision-making and poses a significant challenge while making estimates. Given the uncertainty over the potential macro- economic condition, the impact of the global health pandemic may be different from that estimated as at the date of approval of these INDEPENDENT AUDITOR’S financial Statements and the Company will continue to closely monitor any material changes to future economic conditions.

27 Previous year’s figures have been regrouped and reclassified wherever necessary to conform to the current year’s classification. Figures REPORT are rounded off to the nearest rupee. TO THE MEMBERS OF GOSREE FINANCE LIMITED As per our separate report of even date attached Report on the Audit of the Consolidated Financial Statements

For Krishnamoorthy & Krishnamoorthy For and on behalf of the Board Chartered Accountants (Registration No: 001488S) Sd/- Sd/- P.G. Jayakumar M G Menon Sd/- Managing Director Director R.Venugopal DIN :3390963 DIN :6598286 Partner M No 202632 Sd/- Sd/- Kochi Ajith Prasad G S Jagadeesan T S 29.08.2020 Chief Financial Officer Managing Director UDIN: 20202632AAAADY3315 DIN :6775429 Sd/- Sripriya M Shenoy Company Secretary

108 109 Annual Report 2019-20

INDEPENDENT AUDITOR’S REPORT consolidated financial statement that give a true and fair view and are free from material misstatement, whether due to fraud or error, which have been used for the purpose of TO THE MEMBERS OF GOSREE FINANCE LIMITED preparation of the consolidated financial statements by the Directors of the Holding Company, as aforesaid Report on the Audit of the Consolidated Financial Statements In preparing the consolidated financial statements, the respective management of the

companies included in the Group are responsible for assessing the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the Opinion going concern basis of accounting unless management either intends to liquidate the Group or We have audited the accompanying of GOSREE FINANCE LIMITED (hereinafter referred to cease operations, or has no realistic alternative but to do so. to as “the Holding Company”) and its two subsidiaries GOSREE INSURANCE BROKING PRIVATE LIMITED and GOSREE INVESTMENT AND RISKS PRIVATE LIMITED The respective Board of Directors of the companies included in the Group are also responsible (the Holding Company and its subsidiaries together referred to as the “the Group”) which for overseeing the company’s financial reporting process. comprise the Consolidated Balance Sheet as at 31st March 2020, the Consolidated Statement of Profit and Loss, the Consolidated Cash Flow Statement for the year then ended, and a Auditor’s Responsibility for the Audit of the Financial Statements summary of significant accounting policies and other explanatory information (hereinafter Our objectives are to obtain reasonable assurance about whether the financial statements as a referred to as “the consolidated financial statements”). whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, In our opinion and to the best of our information and according to the explanations given to us, but is not a guarantee that an audit conducted in accordance with SAs will always detect a the aforesaid consolidated financial statements give the information required by the Act in the material misstatement when it exists. Misstatements can arise from fraud or error and are manner so required and give a true and fair view in conformity with the accounting principles considered material if, individually or in the aggregate, they could reasonably be expected to generally accepted in India, of the consolidated state of affairs of the Group as at March 31, influence the economic decisions of users taken on the basis of these consolidated financial 2020, and their consolidated profit and consolidated cash flows for the year ended on that date. statements.

Basis for Opinion As part of an audit in accordance with SAs, we exercise professional judgment and We conducted our audit in accordance with the Standards on Auditing (SAs) specified under maintain professional skepticism throughout the audit. We also: section 143(10) of the Companies Act, 2013. Our responsibilities under those Standards are further described in the Auditor’s Responsibilities for the Audit of the consolidated Financial Identify and assess the risks of material misstatement of the consolidated financial Statements section of our report. We are independent of the Company in accordance with the statements, whether due to fraud or error, design and perform audit procedures Code of Ethics issued by the Institute of Chartered Accountants of India together with the responsive to those risks, and obtain audit evidence that is sufficient and appropriate ethical requirements that are relevant to our audit of the financial statements under the to provide a basis for our opinion. The risk of not detecting a material misstatement provisions of the Companies Act, 2013 and the Rules there under, and we have fulfilled our resulting from fraud is higher than for one resulting from error, as fraud may involve other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis  collusion, forgery, intentional omissions, misrepresentations, or the override of for our opinion. internal control. Obtain an understanding of internal financial controls relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section Responsibility of Management for the Consolidated Financial Statements 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether The Company’s Board of Directors is responsible for the matters stated in section 134(5) of  the Holding Company has adequate internal financial controls system in place and the the Companies Act, 2013 (“the Act”) with respect to the preparation of these consolidated operating effectiveness of such controls. financial statements that give a true and fair view of the consolidated financial position, Evaluate the appropriateness of accounting policies used and the reasonableness of consolidated financial performance, and consolidated cash flows of the Group in accordance  accounting estimates and related disclosures made by management. with the accounting principles generally accepted in India, including the accounting Standards specified under section 133 of the Act. The respective Board of Directors of the companies Conclude on the appropriateness of management’s use of the going concern basis of included in the Group are responsible for maintenance of adequate accounting records in accounting and, based on the audit evidence obtained, whether a material uncertainty accordance with the provisions of the Act for safeguarding of the assets of the Group and for exists related to events or conditions that may cast significant doubt on the Group’s preventing and detecting frauds and other irregularities; selection and application of ability to continue as a going concern. If we conclude that a material uncertainty appropriate implementation and maintenance of accounting policies; making judgments and exists, we are required to draw attention in our auditor’s report to the related estimates that are reasonable and prudent; and design, implementation and maintenance of disclosures in the consolidated financial statements or, if such disclosures are adequate internal financial controls, that were operating effectively for ensuring the accuracy inadequate, to modify our opinion. Our conclusions are based on the audit evidence and completeness of the accounting records, relevant to the preparation and presentation of the obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern. 110 111 Annual Report 2019-20

h. With respect to the other matters to be included in the Auditor’s Report in accordance  with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us: Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial (i) Group does not have any pending litigations which would impact its financial statements represent the underlying transactions and events in a manner that position; achieves fair presentation. (ii) The Group is not having any long-term contracts including derivative contracts We communicate with those charged with governance regarding, among other matters, for which there were any material foreseeable losses. the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. (iii) There were no amounts which are required to be transferred to the Investor Education and Protection Fund by the Group. We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards For Krishnamoorthy and Krishnamoorthy Report on Other Legal and Regulatory Requirements Chartered Accountants Firm Reg No.001488S 1. As required by Section 143 (3) of the Act, we report that: Sd/- a. We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit. R.Venugopal Partner b. In our opinion proper books of account as required by law relating to preparation of Membership No.202632 aforesaid consolidated financial statements have been kept by the Company so far as UDIN: 20202632AAAAEB4499 appears from our examination of those books. Kochi 28.09.2020 c. The Consolidated Balance Sheet, Consolidated Statement of Profit and Loss and Consolidated Cash Flow Statement dealt with by this Report are in agreement with the books of account.

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

e. On the basis of written representations received from the Directors as on 31 March 2020, and taken on record by the Board of Directors, none of the Directors are disqualified as on 31 March 2020, from being appointed as a Director in terms section 164 (2) of the Act.

f. With respect to the adequacy of the internal financial controls over financial reporting of the Holding Company and its subsidiary Companies and the operating effectiveness of such controls, refer to our separate report in “Annexure A”.

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

112 113 Annual Report 2019-20

Annexure - A to the Auditors’ Report We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Holding Company’s and its subsidiary Company’s internal (Referred to in paragraph 1 (f) under ‘Report on Other Legal and Regulatory Requirements’ financial controls with reference to financial statements. section of our report of even date) Meaning of Internal Financial Controls over Financial Reporting Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act”) A company's internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of In conjunction with our audit of the consolidated financial statements of Gosree Finance financial statements for external purposes in accordance with generally accepted accounting Limited (“hereinafter referred to as “the Holding Company”) and its two subsidiaries, which principles. A company's internal financial control over financial reporting includes those are companies incorporated in India, (the Holding Company and its subsidiaries together policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, referred to as “the Group”) as of and for the year ended March 31, 2020, we have audited the accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) internal financial controls with reference to financial statements of the Group, which is covered provide reasonable assurance that transactions are recorded as necessary to permit preparation under the Act, as at that date. of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with Responsibilities of Management and Those Charged with Governance for Internal authorisations of management and directors of the company; and (3) provide reasonable Financial Controls 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. The respective Board of Directors of the Holding Company and its subsidiary companies, which are companies covered under the Act, are responsible for establishing and maintaining Inherent Limitations of Internal Financial Controls over Financial Reporting internal financial controls based on the internal control over financial reporting criteria established by the Group considering the essential components of internal control stated in the Because of the inherent limitations of internal financial controls with reference to financial Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the statements, including the possibility of collusion or improper management override of controls, Institute of Chartered Accountants of India (‘ICAI’). These responsibilities include the design, material misstatements due to error or fraud may occur and not be detected. Also, projections implementation and maintenance of adequate internal financial controls that were operating of any evaluation of the internal financial controls with reference to financial statements to effectively for ensuring the orderly and efficient conduct of the Company’s business, including future periods are subject to the risk that the internal financial control over financial reporting adherence to Company’s policies, the safeguarding of its assets, the prevention and detection may become inadequate because of changes in conditions, or that the degree of compliance of frauds and errors, the accuracy and completeness of the accounting records, and the timely with the policies or procedures may deteriorate. preparation of reliable financial information, as required under the Companies Act, 2013. Opinion Auditors’ Responsibility In our opinion, the Holding Company and its subsidiary companies, which are companies Our responsibility is to express an opinion on the Group's internal financial controls with incorporated in India have, in all material respects, an adequate internal financial controls with reference to financial statements of the Holding Company and its Subsidiary Companies, as reference to financial statements and such internal financial controls over financial reporting aforesaid, based on our audit. We conducted our audit in accordance with the Guidance Note were operating effectively as at 31st March 2020, based on the internal control over financial on Audit of Internal Financial Controls over Financial Reporting (the “Guidance Note”) and reporting criteria established by the Company considering the essential components of internal the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, Reporting issued by the Institute of Chartered Accountants of India. 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 For Krishnamoorthy and Krishnamoorthy comply with ethical requirements and plan and perform the audit to obtain reasonable assurance Chartered Accountants about whether adequate internal financial controls with reference to financial statements were Firm Reg No.001488S established and maintained and if such controls operated effectively in all material respects. Sd/- Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls with reference to financial statements and their operating R.Venugopal effectiveness. Our audit of internal financial controls with reference to financial statements Partner includes obtaining an understanding of internal financial controls, assessing the risk that a Membership No.202632 material weakness exists, and testing and evaluating the design and operating effectiveness of UDIN: 20202632AAAAEB4499 internal control based on the assessed risk. The procedures selected depend on the auditor’s Kochi judgment, including the assessment of the risks of material misstatement of the financial 29.08.2020 statements, whether due to fraud or error.

114 115 Annual Report 2019-20

GOSREE FINANCE LIMITED AND ITS SUBSIDIARIES GOSREE FINANCE LIMITED AND ITS SUBSIDIARIES st Consolidated Balance Sheet as at 31 March 2020 Consolidated Statement of Profit and Loss for the period ended 31st March 2020

As at As at PARTICULARS Note no 31.03.2020 31.03.2019 For the year ended For the year ended Rs Rs PARTICULARS Note no 31.03.2020 31.03.2019 I EQUITY AND LIABILITIES 1 Shareholders' Funds Rs Rs a. Share Capital 3 31,93,99,340 31,93,99,340 I INCOME b. Reserves and Surplus 4 13,13,93,972 10,75,21,522 a. Income from operation 19 13,70,01,561 11,05,32,183 c. Minority Interest 5 20,566 11,229 b.Other Income 20 13,42,938 11,44,413 d. Money received against share warrants 6 15,77,070 15,77,070 Total Revenue ( a + b) 13,83,44,499 11,16,76,596 45,23,90,948 42,85,09,161 2 Non Current Liabilities ll EXPENSES a. Long Term Borrowings 7 16,46,72,832 13,26,83,479 c. Long Term Provision 8 3,50,766 - a. Employee Benefit Expenses 21 2,87,59,765 2,09,84,607 16,50,23,598 13,26,83,479 b. Finance Costs 22 2,95,31,203 2,80,18,046 3 Current Liabilities c. Depreciation and Amortization Expenses 12 16,58,310 11,05,238 a. Short Term Borrowings 9 4,82,40,299 7,94,11,630 d. Other Expenses 23 1,55,49,097 2,11,54,559 b. Other Current Liability 10 10,02,25,019 4,69,40,487 Total Expenses ( a + b + c + d) 7,54,98,375 7,12,62,450 c. Short Term Provision 11 1,04,30,872 84,66,675 15,88,96,190 13,48,18,792 lll Profit/(Loss) before tax (I - II) 6,28,46,124 4,04,14,146 IV Tax expense: Total 77,63,10,736 69,60,11,432 a. Current tax 1,65,11,083 1,36,78,848 b. Deferred Tax (6,49,916) -8,78,982 II ASSETS V 1 Non-Current Assets Profit for the Year (lll - lV) 4,69,84,957 2,76,14,280 a. Property, Plant & Equipment 12 91,19,726 92,44,368 b. Intangible Assets 12 2,33,542 4,03,206 VI Less: Share of Profit/(Loss) of Subsidiaries for 8,192 (2,947) c. Deferred Tax Asset 13 14,17,266 7,67,350 the year transferred to Minority Interest d. Long term loans and advances 14 29,78,18,371 20,36,11,442 e. Other Assets 15 41,80,935 40,86,221 Profit for the Year after Minority Interest (V- 4,69,76,765 2,76,17,227 31,27,69,840 21,81,12,587 VII VI) 2 Current assets a Cash and Cash Equivalents 16 1,88,28,823 1,02,79,269 VIII Earnings per share(Basic/Diluted) (in Rs) b.Trade Receivables 17 3,58,929 6,49,817 (Basic EPS) (in Rs) 24 1.47 0.95 c. Short term Loans and Advances 14 43,93,21,651 46,37,33,781 d. Other Current Assets 18 50,31,493 32,35,978 (Diluted EPS) (in Rs) 24 1.46 0.94 46,35,40,896 47,78,98,845

Total 77,63,10,736 69,60,11,432 Significant Accounting Policies and Notes on 1,2 and Accounts 25-28 Significant Accounting Policies and Notes on Accounts 1,2 and The accompanying notes are an integral part of the financial statements. 25-28 As per our separate report of even date attached The accompanying notes are an integral part of the financial statements. For Krishnamoorthy & Krishnamoorthy For and on behalf of the Board As per our separate report of even date attached Chartered Accountants For Krishnamoorthy & Krishnamoorthy For and on behalf of the Board Chartered Accountants (Registration No: 001488S) Sd/- Sd/- (Registration No: 001488S) Sd/- Sd/- P.G. Jayakumar M G Menon P.G. Jayakumar M G Menon Sd/- Managing Director Director Sd/- Managing Director Director R.Venugopal Din :3390963 Din :6598286 R.Venugopal Din :3390963 Din :6598286 Partner Partner M No 202632 Sd/- Sd/- M No 202632 Sd/- Sd/- Kochi Ajith Prasad G S Jagadeesan T S Kochi Ajith Prasad G S Jagadeesan T S 29.08.2020 Chief Financial Officer Managing Director 29.08.2020 Chief Financial Officer Managing Director UDIN: 20202632AAAAEB4499 Din :6775429 UDIN: 20202632AAAAEB4499 Din :6775429 Sd/- Sd/- Sripriya M Shenoy Sripriya M Shenoy Company Secretary Company Secretary 116 117 Annual Report 2019-20

GOSREE FINANCE LIMITED AND ITS SUBSIDIARIES CASH FLOW STATEMENT FOR THE YEAR ENDED 31st MARCH 2020 Particulars For the year ended Net increase/(decrease) in cash and cash equivalents (A + B + C) 85,49,554 65,06,572 31.03.2020 31.03.2019 Cash and cash equivalents at the beginning of the year 1,02,79,269 37,72,697 Rs Rs Cash and cash equivalents at the end of the year 1,88,28,823.00 1,02,79,269 A . Cash flow from operating Activities Components of cash and cash equivalents Net Profit (Loss) before tax and extraordinary items 6,28,46,124 4,04,14,146 Cash on hand 71,171 7,195 Adjustment for: With banks 1,87,57,652 1,02,72,074 Loss on sale of asset - 4,72,015 Total cash and cash equivalents 1,88,28,823.00 1,02,79,269 Depreciation and amortization 16,58,310 11,05,238 Provision for Standard Assets and Non performing assets 19,39,742 70,29,413 As per our separate report of even date attached Interest Income (12,46,792) (5,83,460) For Krishnamoorthy & Krishnamoorthy For and on behalf of the Board Operating profit before working capital changes 6,51,97,384 4,84,37,352 Chartered Accountants Movements in working capital : (Registration No: 001488S) Sd/- Sd/- Increase/ (decrease) in other current liabilities and provisions 33,66,590 11,80,444 P.G. Jayakumar M G Menon Sd/- Managing Director Director Increase/ (decrease) in other Non liabilities and provisions 3,50,766 R.Venugopal Din :3390963 Din :6598286 Decrease / (increase) in long-term loans and advances (9,11,76,714) 3,56,37,907 Partner Decrease / (increase) in short-term loans and advances 2,44,12,130 (12,37,43,344) M No 202632 Sd/- Sd/- Decrease / (increase) in other non current assets (94,714) (89,701) Kochi Ajith Prasad G S Jagadeesan T S 29.08.2020 Chief Financial Officer Managing Director Decrease / (increase) in other current assets (17,95,515) (24,02,862) UDIN: 20202632AAAAEB4499 Din :6775429 Decrease / (increase) in Trade Receivables 2,90,888 Sd/- Cash generated from /(used in) operations 5,50,815 (4,09,80,204) Sripriya M Shenoy Direct taxes paid (net of refunds) (1,95,18,007) (1,99,67,496) Company Secretary Net cash flow from/ (used in) operating activities (A) (1,89,67,192) (6,09,47,700) B. CASH FLOWS FROM INVESTING ACTIVITIES Purchase of fixed assets, including CWIP (13,64,003) (45,23,559)

Investment in Subsidiary Companies - (35,00,000) Interest received 12,46,792 5,83,460

Net cash flow from/ (used in) investing activities (B) (1,17,211) (74,40,099) C. CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from Issue/ allotment of shares - 5,73,99,340 Securities premium - 2,69,49,670 Share application money received - Proceeds from Issue of share warrants - Proceeds from debenture issue 12,50,50,000 1,70,50,000 Repayment of debentures (13,00,000) (2,09,00,000) Proceeds from vehicle loan - Proceeds from term Loan 2,50,00,000 Repayment of Term Loan (4,12,21,095) (3,72,50,165) Repayment of Vehicle Loan (6,20,448) (5,69,563)

Proceeds / (Repayment) in working capital bank borrowings (net) (3,11,71,331) 2,62,27,376 Dividend paid including dividend distribution tax (2,31,03,169) (1,90,12,287) Net cash flow from/ (used in) financing activities (C) 2,76,33,957 7,48,94,371

118 119 Annual Report 2019-20

GOSREE FINANCE LIMITED AND ITS SUBSIDIARIES Significant Accounting Policies & Notes on Accounts B. Income from services is recognized as per the terms of contract on accrual basis. Revenue is recognized on accrual basis to Note No: 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 1 BASIS OF PREPARATION applicable. D. Pursuant to the Reserve Bank of India circular dated 27 March 2020 (‘RBI circular’) allowing lending institutions to offer The consolidated financial statements of Gosree Finance Limited (The Company) and its subsidiaries Gosree Insurance moratorium to borrowers on payment of instalments falling due between 1 March 2020 and 31 May 2020, Company has Broking Services Private Limited and Gosree Investments and Risks Private Limited, collectively referred to as the 'Group' extended moratorium to its borrowers in accordance with its Board approved policy. have been prepared in accordance with Accounting Standard - 21 (AS 21), "Consolidated Financial Statements" notified under the Companies (Accounting Standards) Rules, 2006. 2.4 Employee Benefits PRINCIPLES OF CONSOLIDATION A. Short Term Employee Benefits The consolidated financial statements of the Group relate to the holding company Gosree Finance Limited ("the company") All employee benefits payable wholly within twelve months of rendering service are classified as short-term employee and its subsidiary companies. The consolidated financial statements have been prepared on the following basis: benefits and recognized in the period in which the employee renders the related service. B Defined Contribution Plans a) The financial statements of the company and its subsidiary companies are combined on a line-by-line basis by adding The company has defined contribution plans for employees comprising of Provident Fund and Employee’s State Insurance. together the book value of like items of assets, liabilities, income and expenses as per fully eliminating intra-group balances The contributions paid/ payable to these plans during the year are charged to the Statement of Profit and Loss for the year. and intra-group transactions resulting in unrealized profit or losses in accordance with Accounting Standard (AS) 21- "Consolidated Financial Statements" C b) The difference between the carrying cost of the investment in the subsidiary companies, over the net assets at the time of Defined Benefit Plans - Gratuity acquisition of shares in the subsidiary companies entity is recognized as goodwill/capital reserve as the case maybe. The net present value of the obligation for gratuity benefits as determined on independent actuarial valuation, conducted annually using the projected unit credit method, as adjusted for unrecognized past services cost if any, is recognised in the c) Goodwill arising on consolidation is not amortised, but tested for impairment on periodic basis and impairment loss, if any, accounts. Actuarial gains and losses are recognised in full in the Statement of Profit and Loss for the period in which they is recognised. occur. 2.5 Borrowing Costs d) The consolidated financial statements are prepared using uniform accounting policies for like transactions and other events Borrowing cost includes interest and amortization of ancillary costs incurred in connection with the arrangement of in similar circumstances and are presented to the extent possible, in the same manner as the company's separate financial borrowings. Borrowing costs directly attributable to the acquisition, construction or production of an asset that necessarily statements except as otherwise stated elsewhere in this schedule. 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 SIGNIFICANT ACCOUNTING POLICIES

2.1 Basis of Accounting 2.6 Property, Plant & Equipment Property, plant & equipment are stated at cost less depreciation. Cost comprises the purchase price and any attributable The financial statements of the Company are prepared in accordance with the Generally Accepted Accounting Principles in cost of bringing the asset to its working condition for its intended use. 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 2.7 Intangible Assets issued by Reserve bank of India as applicable to Non-Systemically Important Non-Deposit taking Non Banking Finance Setup cost of software is capitalized as an intangible asset and amortized on a straight line basis over a period of three Company having customer interface. years.

The Financial Statements are prepared under the historical cost convention, on accrual basis of accounting. 2.8 Depreciation Depreciation is provided using straight line method at the following rates, which is management’s estimate of the 2.2 Use of Estimates useful lives of the assets The preparation of financial statements in conformity with the Generally Accepted Accounting Principles (GAAP) requires Nature of asset Useful Life in Years management to make estimates and assumptions to be made that effects the reported amounts of revenue, expenses, Computer equipment 3 assets and liabilities at the end of reporting period. The estimates and assumptions used in these financial statements are Furniture and fixtures & Electrical equipments 10 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 Vehicles 8 known/materialized. Building Over the lease Period Office equipment 5 Software 3 2.3 Revenue Recognition The above rates except for building are same as the rate prescribed in Schedule II to the Companies Act, 2013 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: 2.9 Impairment of Tangible and Intangible Assets A. Interest, finance charges, service charges etc. are recognized as income on accrual basis with reference to the terms of The company assesses at each reporting date whether there is an indication that an asset may be impaired. If any contractual commitments and finance agreements entered into with borrowers, as the case maybe, except in the case of indication exists, or when annual impairment testing for an asset is required, the company estimates the asset's non-performing assets where income is recognized only when it is actually realized. Income recognized before the asset recoverable amount. An asset's recoverable amount is the higher of an asset's cash generating unit's net selling price and became non-performing and remaining unrealized will also be reversed. 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 Non-performing asset shall means, 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 (a) an asset, in respect of which, interest has remained overdue for a period of six months or more risks specific to asset. In deterring net selling price, recent market transactions are taken into account, if available. If no (b) a term loan inclusive of unpaid interest, when the instalment is overdue for a period of six months or more or on which such transaction can be identified, an appropriate valuation model is used. After impairment, depreciation is provided on interest amount remained overdue for a period of six months or more the revised carrying amount of the asset over its remaining useful life. (c) in respect of loans, advances and other credit facilities (including bills purchased and discounted), the balance outstanding under the credit facilities (including accrued interest) made available to the same borrower / beneficiary when any of the above credit facilities becomes non-performing asset. 120 121 Annual Report 2019-20

2.10 Investments Non Current Investments are stated at cost. Decline in value, if any, which is not considered temporary in nature, is 3 SHARE CAPITAL provided for. As at 31.03.2020 As at 31.03.2019 Particulars Rs Rs A. Authorised: 2.11 Taxes on Income 7,50,00,000 shares of Rs.10 each 75,00,00,000 75,00,00,000 Income tax is accounted in accordance with Accounting Standard on Accounting for Taxes on Income (AS-22), which 75,00,00,000 75,00,00,000 includes current taxes and deferred taxes. Deferred Tax assets/ liabilities representing timing differences between Issued, Subscribed capital & Paid up Capital accounting income and taxable income are recognized to the extent considered capable of being reversed in subsequent 3,19,39,934 equity shares of Rs.10 each 31,93,99,340 31,93,99,340 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 Total 31,93,99,340 31,93,99,340 if there is a virtual certainty that sufficient future taxable income will be available to realize the same. 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 2.12 Earnings per share 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 Basic earnings per share are calculated by dividing the net profit or loss for the period attributable to equity shareholders company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the by the weighted average number of equity shares outstanding during the period. The weighted average numbers of equity shareholders. shares outstanding during the period are adjusted for events of bonus issue; bonus element in a rights issue to existing 3.2 Reconciliation of number of shares 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 Particulars As at 31.03.2020 As at 31.03.2019 shareholders and the weighted average number of shares outstanding during the period are adjusted for the effects of all No. of shares Rs No. of shares Rs dilutive potential equity shares. A Equity Shares at the beginning of the year 3,19,39,934 31,93,99,340 2,65,50,000 26,55,00,000 B Shares issued during the period - 53,89,934 5,38,99,340 2.13 Leases C Number of shares outstanding at the end of the year 3,19,39,934 31,93,99,340 3,19,39,934 31,93,99,340 Lease arrangements where risks and rewards incidental to ownership of an asset substantially vest with the lessor are (A+B) 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. 3.3 The details of shareholders holding more than 5% shares : Name of shareholder As at 31.03.2020 As at 31.03.2019 2.14 Segment Reporting No. of shares % No. of shares % 7.33% 7.33% The Company operates in a single reportable segment i.e., financing, which has similar risks and returns for the purpose of Abhijith Mohan 23,40,000 23,40,000 Abhaya Mohan 23,40,000 7.33% 23,40,000 7.33% AS 17 on ‘Segment Reporting’. The Company operates in a single geographical segment i.e., domestic. Anjana Mohan 23,40,000 7.33% 23,40,000 7.33% Roopak C Chandran 23,40,000 7.33% 23,40,000 7.33% Sriraag Subramonian 23,40,000 7.33% 23,40,000 7.33% Mrs.Sheela Rajaram 24,35,000 7.62% 2.15 Provisions, Contingent Liabilities and Contingent Assets Mr. Narasimhan Govindan 18,75,000 5.87% 16,66,667 5.22% (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 4 RESERVES & SURPLUS discounted to its present value and are determined based on management estimate required to settle the obligation at the As at 31.03.2020 As at 31.03.2019 Balance Sheet date. These are reviewed at each Balance Sheet date and adjusted to reflect the correct management 4.1 Particulars Rs Rs estimates. A. Reserve u/s 45-IC of Reserve Bank of India Act, 1934 (ii) Contingent Liabilities are disclosed when the company has a possible obligation or a present obligation and it is probable As per Last Balance Sheet 1,92,00,040 1,33,15,238 that a cash flow will not be required to settle the obligation. For the financial year company has no contingent liability or Transferred from surplus in the Statement of Profit and Loss 99,86,203 58,84,802 2,91,86,243 1,92,00,040 contingent asset. (iii) Secured loans are classified / provided for, as per the directions in "Non-Banking Financial Company - Non-Systemically B. Statement of Profit and Loss Account As per Last Balance Sheet 4,36,71,813 4,09,52,683 Important Non-Deposit taking Company (Reserve Bank) Directions, 2016", RBI/DNBR/2016-17/44, Master Direction Transfer from Statement of Profit and Loss 4,69,76,765 2,76,17,227 DNBR.PD.007/03.10.119/2016-17 (updated as on February 17, 2020) Less : Appropriation 1,146 1,009 Less: change in minority interest 2.16 Dividend Distribution to Equity holders of the Company Transferred to reserve u/s 45-IC of Reserve Bank of India Act, 1934 99,86,203 58,84,802 Dividend to the companies Equity Shareholders are recognized when the dividends are approved for payment by the Equity Dividend Paid 1,91,63,960 1,57,69,979 shareholders. Dividend Distribution Tax 39,39,209 32,42,308 5,75,58,059 4,36,71,813 2.17 Cash and cash Equivalents Cash and cash equivalents include cash in hand and cash at bank. C. Securities premium 4,46,49,670 4,46,49,670

Reserves & surplus as at the end of the period (A+B+C) 13,13,93,972 10,75,21,522

122 123 Annual Report 2019-20

4.2 Terms/ Rights attached to equity shares: 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 The Company declares and pays dividend in Indian Rupees. The dividend proposed/declared by the Board of Directors is subject to equal monthly instalments over the term of the loan commencing from 1st January 2016. approval/regularisation of the shareholders’ in the ensuing Annual General Meeting. In the event of liquidation of the Company, the holders 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 of equity shares will be entitled to receive remaining assets of the Company after distribution of all preferential amounts, in proportion to 60 equal monthly instalments over the term of the loan commencing from 20th April 2018. the number of equity shares held by the shareholders. 7.4 Term loan from Lakshmi Vilas Bank is secured against loan assets and other current assets and personal guarantee of 5 directors which 4.3 The Board of Directors has proposed an Equity dividend at Rs.0.60 (Rs. 0.60) Per share for the financial year ended 31.03.2020 at their carries interest rate of 11.85% repayable within 12 quarterly instalment of Rs.25 Lakhs, after an initial holiday period of 3 months. The total meeting held on 29th August 2020, which is subject to approval by the shareholders in the ensuing Annual General Meeting. tenor of the loan is 39 months. The loan is closed during the current financial year. 4.4 Distribution of Dividend paid and proposed 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 As at 31.03.2020 As at 31.03.2019 maintained at all times until maturity date which carries interest rate of 13.10% repayable in 36 monthly instalments, commencing one month from the date of disbursement. Partiulars Rs Rs 7.6 Term loans from Nabsamrudhi Finance Limited (NSFL) payable at quarterly rests for 3 years, having security as paripassu first charge on the Dividends on equity shares declared and paid loan receivables by way of hypothecation of minimum asset coverage of 110% the principal amount outstanding at any point of time during (for the year ended 31 March 2019 Rs.0.6 per equity share) 99,86,203 1,57,67,979 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 Proposed cash dividend for the year ended 31 March 2020 1,91,63,960 1,91,63,960 instalments. Initial 8 quarterly instalments commencing from 31st May 2018 @ RS41.70 Lacs and balance 4 quarterly instalments @ RS41.60 Lacs. 7.7 Term loans from AU Small Finance Bank Limited (AUSFBL) repayable in 48 principal instalments starting from 15th August 2018. Interest at 5 Minority Interest As at 31.03.2020 As at 31.03.2019 5.1 Particulars Rs Rs 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 Share Capital 16,000 16,000 receivables through hypothecation of 122% of the loan principal outstanding during the currency of the loan. Add: Share of accumulated reserve (3,626) (1,825) 7.8 Company allotted 149700 secured, Non convertible debentures of Rs.1000/- each to be redeemed at the end of 370 days, 2 years, 3 years Add:Profit/(loss) of subsidiaries for the year transferred from statement of 8,192 (2,947) and 5 years at an interest rate of 10.5%, 11%, 11.5%, 12% and 12.5% from the date of issue. profit and loss Details of rate of interest and maturity pattern from the date of the balance sheet is as 20,566 11,228 Redeemable at par with in As at 31.03.2020 Number Amount 6 Money received against share warrants Rate of interest Due within 5 years 11.00% 24,400 2,44,00,000 As at 31.03.2020 As at 31.03.2019 11.50% 25,700 2,57,00,000 6.1 Particulars Rs Rs 12.00% 16,600 1,66,00,000 Money received against share warrants 15,77,070 15,77,070 15,77,070 15,77,070 12.50% 4,900 49,00,000 Due within 1-2 year 11.50% 19,400 1,94,00,000 The Board of Directors of the company at their meeting held on2.5.2017 and as approved at its Annual General Meeting held on 25th May Due with in 1 Year 11.00% 58,500 5,85,00,000 2017 have resolved to create, offer issue and allot up to 1433700 warrants, convertible into 1433700 equity shares of Rs.10/- each on a 10.50% 200 2,00,000 private placement basis , pursuant to Section 42 and 62 of the companies Act,2013 at a conversion price of Rs.11/- per equity share of the company, These warrants were allotted on 25th May 2017 to certain directors and promoter ("the warrant holders") and 10% application 1,49,700 14,97,00,000 money amounting to Rs.1577070/- was received from them. The warrants were to be converted into equivalent number of equity shares on These debentures are secured by pari-passu first charge on loans & advances given by the company and other current assets. payment of balance amount at any time with in 4 years from the date of allotment or date of announcement of public offer whichever is As at 31.03.2019 earlier. In the event the warrants are not converted into equity shares within the said period, the company is eligible to forfeit or refund Redeemable at par with in without interest the amount received towards warrants. Rate of interest Number Amount

Due within 5 years 11.00% 22,200 2,22,00,000 7 LONG TERM BORROWINGS Non-current portion Current maturities 11.50% 40,600 4,06,00,000 7.1 As at 31.03.2020 As at 31.03.2019 As at 31.03.2020 As at 31.03.2019 Due within 1-2 year 10.50% 200 2,00,000 Particulars Rs Rs Rs Rs 11.00% 4,000 40,00,000 Secured Due with in 1 11.00% 1,100 11,00,000 Vehicle Loan Toyota Financial services 1 - 2,01,200 2,01,207 2,46,808 10.00% 200 2,00,000 Vehicle Loan Toyota Financial services 2 9,22,831 13,30,193 4,07,368 3,73,653 Term Loan From Lakshmi Vilas Bank - - - 50,00,000 Term Loan From Hinduja Leyland Finance - 96,12,086 96,12,089 1,20,41,098 68,300 6,83,00,000 Term Loan From NABSAMRUDDHI Finance Limited - 1,66,40,000 1,66,40,000 1,66,80,000 7.9 The company also allotted 10000 unsecured, non convertible debentures of Rs.1000/- each to be redeemed at the end of 5 years at an Term Loan From AU Small Finance Bank Limited 1,00,00,000 1,75,00,000 75,00,000 75,00,000 interest rate of 11.5% from the date of issue. Issued during 2016-17 Privately placed Redeemable Non Convertible Debentures 9,10,00,000 6,70,00,000 5,87,00,000 13,00,000 As at 31.03.2020 Redeemable at par with in Unsecured Rate of interest Number Amount Privately placed Subordinated (Tier II)debt ( Redeemable Due within 2 years 11.50% 10,000 1,00,00,000 Non Convertible Debenture of Rs.1000 each) 5,27,50,000 1,04,00,000 - - 10,000 1,00,00,000

Privately Place Redeemable Non-Convertible Debentures 1,00,00,000 1,00,00,000 - - As at 31.03.2019 Rs.1000 each Redeemable at par with in Rate of interest Number Amount 16,46,72,831 13,26,83,479 9,30,60,664 4,31,41,559 Due within 3 years 11.50% 10,000 1,00,00,000 10,000 1,00,00,000

124 125 Annual Report 2019-20

(iv) Expense to be recognized in the Statement of Profit and Loss Current Year Previous Year Current Service Cost 2,87,656 7.10 Subordinated Debentures aggregating Rs.52750000 at the rate of 11.5%, 12%, 12.5% and 13% are unsecured and repayable at the end of Interest Cost 20,856 five years, within six years from the date of issue. Past Service Cost 31,032 Details of rate of interest and maturity pattern from the date of the balance sheet is as Actuarial (Gain)/ Loss 12,385 As at 31.03.2020 (Income)/Expense recognized in the statement of Profit and Loss 3,51,929 Redeemable at par with in Rate of interest Number Amount (v) Net (Asset)/ Liability recognized 2019-20 2018-19 2017-18 2016-17 2015-16 Due within 2 years 11.50% 6,750 67,50,000 in the Balance Sheet as at year end Due within 6 years 12.00% 2,250 22,50,000 12.50% 18,050 1,80,50,000 Projected value of unfunded 13.00% 25,700 2,57,00,000 obligation recognized as (asset)/ 52,750 5,27,50,000 liability in the Balance Sheet 3,51,929 - - - -

As at 31.03.2019 Redeemable at par with in 9 SHORT TERM BORROWINGS Rate of interest Number Amount As at 31.03.2020 As at 31.03.2019 Due within 5 years 11.50% 6,750 67,50,000 9.1 Particulars Rs Rs 12.00% 2,250 22,50,000 Repayable on demand : Secured 12.50% 1,400 14,00,000 From Banks: 10,400.00 1,04,00,000.00 - Cash Credit 4,82,40,298 7,86,11,629 Overdraft from Ujjivan Small Finance Bank in the case of Subsidiary** - 8,00,000 8 LONG TERM PROVISIONS As at 31.03.2020 As at 31.03.2019 Total 4,82,40,298 7,94,11,629 8.1 Particulars Rs Rs Provision for gratuity 3,50,766 - Cash credit is availed from three banks, Federal Bank (Sanction limit - Rs. 3 crores) @ 11.45 per annum (One year MCLR + 2.55%) to be Total 3,50,766 - repayable on demand within 1 Year, Lakshmi Vilas Bank (Sanction limit - Rs. 5 crores) @ 11.25%per annum (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 8.2 Disclosures required under Accounting Standard 15- Employee Benefits quarter. a. Defined Contribution plans Cash credit facility from the three banks are secured by hypothecation of standard loan receivables and other current assets of the company During the year the following amounts have been recognized in the Statement of Profit and Loss on account of defined contribution plans: on a pari passu basis and also by way of guarantee given by the directors of the company. **Secured against fixed deposit Particulars Current Year Previous Year Employers contribution to Provident Fund 4,49,715 10 OTHER CURRENT LIABILITIES Employers contribution to Employee's State Insurance 84,922 As at 31.03.2020 As at 31.03.2019 Total 5,34,637 - 10.1 Particulars Rs Rs Current Maturities of Long term debt (Refer Note No:6.1) 9,30,60,664 4,31,41,559 b. Defined Benefit Plans Interest accrued but not due on borrowings 3,45,789 5,51,511 (i) Actuarial Assumptions Current Year Previous Year Interest accrued but not due on debentures 42,55,651 13,37,618 Discount Rate (per annum) 9.85% Debenture application money received, pending allotment - 2,00,000 Discount Rate (per annum) Subsidiary 6.85% Employee emoluments payable 4,67,510 37,602 Salary escalation rate* 7.00% Statutory dues payable 9,07,575 11,40,182 Mortality Rate IALM 2006-08 Other current liabilities 11,87,830 5,32,015 Ultimate Total 10,02,25,018 4,69,40,487 *Salary escalation rate consists of 3 components. Viz. regular increments, price inflation and promotional increases. 11 SHORT TERM PROVISIONS (ii) Reconciliation of projected obligations Current Year Previous Year Projected value of obligation at the beginning of the year - As at 31.03.2020 As at 31.03.2019 Current Service Cost 2,87,656 11.1 Particulars Rs Rs Interest Cost 20,856 Provision for Income Tax 23,291 Past Service Cost 31,032 Current Provision for Gratuity 1,163 Actuarial (Gain)/ Loss 12,385 Contingent Provision against standard assets 1,37,396 14,46,810 Benefits Paid - Provision for Non performing Assets Projected Benefit of Obligation at end of the year 3,51,929 Substandard 34,77,316 50,30,000 Doubtful 43,08,500 (iii) (Asset)/ Liability to be recognized in the Balance Sheet Current Year Previous Year Provision for Restructured Assets Projected value of obligation at the end of the year 3,51,929 Standard 22,64,168 16,46,039 Ending Assets - Sub-Standard 2,19,037 3,43,826 Liability/ (Asset) recognized in the Balance sheet 3,51,929 Total 1,04,30,871 84,66,675

126 127 Annual Report 2019-20

Note 12 Note 12 Property, Property,Plant & Equipment Plant & Equipment

Gross BlockGross Block DepreciationDepreciation Net Block Net Block Addition Addition As on As on Deletion/ Deletion/ As on As on Up to Up to On Deletion/ On Deletion/ Up to Up Asto on As on As on As on ParticularsParticulars during during For the year For the year 01.04.2019 01.04.2019 AdjustmentsAdjustments 31.03.2020 31.03.202001.04.2019 01.04.2019 AdjustmentsAdjustments 31.03.2020 31.03.202031.03.2020 31.03.202031.03.2019 31.03.2019 the year the year Rs Rs Rs Rs Rs Rs Rs Rs Rs Rs Rs Rs Rs Rs Rs Rs Rs Rs Rs Rs TANGIBLE ASSETSTANGIBLE ASSETS

Building InteriorBuilding Interior 19,00,834 19,00,834 1,54,905 1,54,905 - 20,55,739 - 20,55,739 8,573 8,573 2,06,066 2,06,066 - 2,14,639 - 2,14,639 18,41,099 18,41,099 18,92,261 18,92,261

Computer andComputer equipments and equipments 10,26,189 10,26,189 7,32,721 7,32,721 - 17,58,910 - 17,58,910 5,13,499 5,13,499 3,62,357 3,62,357 - 8,75,855 - 8,75,855 8,83,055 8,83,055 5,12,691 5,12,691

Furniture andFurniture fittings and fittings 27,75,678 27,75,678 2,83,295 2,83,295 - 30,58,973 - 30,58,973 3,97,334 3,97,334 2,72,012 2,72,012 - 6,69,346 - 6,69,346 23,89,627 23,89,627 23,78,344 23,78,344

Electrical equipmentsElectrical equipments 17,16,743 17,16,743 1,21,832 1,21,832 - 18,38,575 - 18,38,575 1,90,819 1,90,819 1,66,662 1,66,662 - 3,57,481 - 3,57,481 14,81,094 14,81,094 15,25,924 15,25,924

Vehicle Vehicle 37,36,774 37,36,774 - - - 37,36,774 - 37,36,774 8,49,423 8,49,423 4,44,958 4,44,958 - 12,94,381 - 12,94,381 24,42,393 24,42,393 28,87,351 28,87,351

Telephone andTelephone accessories and accessories 80,657 80,657 53,250 53,250 1,33,907 1,33,907 32,859 32,859 18,591 18,591 - -51,450 51,450 82,457 82,457 47,798 47,798 Total Total 1,12,36,875 1,12,36,875 13,46,003 13,46,003 - 1,25,82,878 - 1,25,82,878 19,92,507 19,92,507 14,70,645 14,70,645 - 34,63,152 - 34,63,152 91,19,726 91,19,726 92,44,368 92,44,368 Previous yearPrevious year 75,31,165 75,31,165 40,73,673 40,73,673 8,43,709 8,43,709 1,07,61,130 1,07,61,130 13,26,463 13,26,463 8,92,417 8,92,417 3,71,695 3,71,695 18,47,185 18,47,185 89,13,944 89,13,944 62,04,702 62,04,702 Intangible AssetsIntangible Assets Software Software 6,78,674 6,78,674 18,000 18,000 - 6,96,674 - 6,96,674 2,75,468 2,75,468 1,87,665 1,87,665 - 4,63,133 - 4,63,133 2,33,542 2,33,542 4,03,206 4,03,206 Total Total 6,78,674 6,78,674 18,000 18,000 - 6,96,674 - 6,96,674 2,75,468 2,75,468 1,87,665 1,87,665 - 4,63,133 - 4,63,133 2,33,542 2,33,542 4,03,206 4,03,206 Previous yearPrevious year 2,84,860 2,84,860 1,11,773 1,11,773 - 3,96,633- 3,96,633 1,31,493 1,31,493 91,886 91,886 - 2,23,379 - 2,23,379 1,73,254 1,73,254 1,53,367 1,53,367 Grant Total Grant Total 1,19,15,549 1,19,15,549 13,64,003 13,64,003 - 1,32,79,552 - 1,32,79,552 22,67,975 22,67,975 16,58,310 16,58,310 - 39,26,284 - 39,26,284 93,53,268 93,53,268 96,47,574 96,47,574 Previous yearPrevious year 82,35,699 82,35,699 45,23,559 45,23,559 8,43,709 8,43,709 1,19,15,549 1,19,15,549 15,34,432 15,34,432 11,05,238 11,05,238 3,71,695 3,71,695 22,67,975 22,67,975 96,47,574 96,47,574 67,01,267 67,01,267

128 129 Annual Report 2019-20

13 DEFFERED TAX Non - Current Current As at 31.03.2020 As at 31.03.2019 14.5 Unsecured and Considered Good As at 31.03.2020 As at 31.03.2019 As at 31.03.2020 As at 31.03.2019 Rs Rs Rs Rs 13.1 Particulars Rs Rs Business Loan 92,37,578 1,29,03,652 5,58,97,595 6,72,39,685 Deferred tax Asset Others 3,84,597 11,43,342 6,52,71,611 4,74,501 Deferred tax liability (Relating to difference between tax depreciation and depreciation charged in 6,264 Real Estate Loan 78,92,129 1,58,03,991 30,13,799 43,76,704 financial statements ) (2,694) SME 0 1,34,01,139 28,56,728 1,92,76,039 Provision for Non performing Advances 13,52,485 7,70,044 Property Loan - - - - Provision for Employee Benefits 58,517 Micro loans 4,98,16,758 - 8,28,81,844 - Deferred Tax (Asset)/ Liability 14,17,266 7,67,350 Total 6,73,31,063 4,32,52,123 20,99,21,576 9,13,66,929

14 LONG TERM LOANS AND ADVANCES Non - Current Current As at 31.03.2020 As at 31.03.2019 14.6 Unsecured and Considered Doubtful As at 31.03.2020 As at 31.03.2019 As at 31.03.2020 As at 31.03.2019 14.1 Particulars Rs Rs Security Deposits (Unsecured, considered good) 20,71,995 10,36,495 Business Loan - 1,069 3,00,000 28,931 Others - - 26,890 - Income Tax (Net of provision) 66,48,615 36,18,400 Real Estate Loan - - - - Others - SME - 87,638 3,14,950 2,56,187 i) Loans and Advances Property Loan - - - - 1) To Related Parties Micro loans - - - - 2) To Others Total - 88,707 6,41,840 2,85,119 Secured Considered Good 22,12,67,685 15,46,77,070 Secured, doubtful 4,99,013 9,38,647 15 OTHER ASSETS Unsecured Considered Good 6,73,31,063 4,32,52,123 As at 31.03.2020 As at 31.03.2019 Unsecured, doubtful - 88,707 15.1 Particulars Rs Rs Non current bank deposits 41,80,935 40,86,221 Total 29,78,18,371 20,36,11,442 Total 41,80,935 40,86,221 14.2 SHORT TERM LOANS AND ADVANCES Fixed Deposit of Rs.2500000 with remaining maturity less than twelve months from balance sheet date is lien marked in favour of As at 31.03.2020 As at 31.03.2019 Nabasamrudhi Finance Limited as cash collateral security. Particulars Rs Rs 16 Loans & Advances CASH AND CASH EQUIVALENTS 1) To Related Parties - - As at 31.03.2020 As at 31.03.2019 2) To Others - - 16.1 Particulars Rs Rs Secured, Considered Good 22,18,94,235 36,80,20,377 Cash on hand 71,171 7,195 Secured, doubtful 68,64,000 40,61,356 Cash in Bank : in current account (with scheduled bank) 1,87,57,652 1,02,72,074 Unsecured, Considered Good 20,99,21,576 9,13,66,929 Total 1,88,28,823 1,02,79,269 Unsecured, doubtful 6,41,840 2,85,119 Total 43,93,21,651 46,37,33,781 17 Trade Receivables (Unsecured, Considered Good) Non - Current Current As at 31.03.2020 As at 31.03.2019 14.3 Secured and Considered Good 17.1 Particulars Rs Rs As at 31.03.2020 As at 31.03.2019 As at 31.03.2020 As at 31.03.2019 Outstanding for a period exceeding 6 months from the date they are due for payment 1,05,476 47,628 Rs Rs Rs Rs Others 2,53,453 6,02,189 Business Loan 10,56,89,183 8,64,59,432 11,77,13,914 23,55,13,716 Property Loan 4,11,28,526 1,18,99,645 35,35,546 1,75,13,330 3,58,929 6,49,817 Housing Loan 47,11,448 - 4,36,873 9,84,352 18 OTHER CURRENT ASSETS Infrastructure Loan 53,89,472 - 48,09,758 87,11,096 As at 31.03.2020 As at 31.03.2019 Others 36,16,840 21,34,561 28,48,237 34,12,806 18.1 Particulars Rs Rs Real Estate Loan - - - - Interest Accrued on Bank Deposit 3,54,210 1,74,579 Micro loans - 65,88,296 - 58,16,188 Interest accrued on loans 42,78,497 26,93,870 SME 6,07,32,216 4,75,95,136 9,25,49,907 9,60,68,889 Other Current Assets 3,98,785 3,67,529 Total 22,12,67,685 15,46,77,070 22,18,94,235 36,80,20,377 Total 50,31,493 32,35,978

Non - Current Current 19 REVENUE FROM OPERATION 14.4 Secured and Considered Doubtful As at 31.03.2020 As at 31.03.2019 As at 31.03.2020 As at 31.03.2019 For the Year ended As at 31.03.2020 As at 31.03.2019 Rs Rs Rs Rs 19.1 Particulars Rs Rs Business Loan - - 9,39,200 10,00,000 Interest on Loan 12,49,33,250 10,18,72,263 Property Loan 1,21,969 - 63,062 - Processing fee 94,99,450 64,06,000 Housing Loan - - - Sale of service 25,68,861 22,53,920 Infrastructure Loan - - - Total 13,70,01,561 11,05,32,183 Others - - 2,19,037 - Real Estate Loan - - - Micro loans - - - - SME 3,77,044 9,38,647 56,42,701 30,61,356 Total 4,99,013 9,38,647 68,64,000 40,61,356

130 131 Annual Report 2019-20

20 OTHER INCOME 23.3 Payment to statutory Auditors For the Year ended For the Year ended As at 31.03.2020 As at 31.03.2019 As at 31.03.2020 As at 31.03.2019 20.1 Rs Rs Particulars Particulars Rs Rs Interest received on deposits 12,46,792 5,83,460 Other non operative Income 96,146 5,60,953 Audit fee 1,74,000 1,32,000 Total 13,42,938 11,44,413 Tax audit fee 35,000 25,000 Other Services 54,000 40,500 21 EMPLOYEE BENEFIT EXPENSES Total 2,63,000 1,97,500 For the Year ended 21.1 As at 31.03.2020 As at 31.03.2019 Particulars 24 EARNINGS PER SHARE Rs Rs Salaries &wages 2,78,73,199 2,09,84,607 For the Year ended Contributions to Provident Fund and Other Funds 5,34,637 - As at 31.03.2020 As at 31.03.2019 Gratuity 3,51,929 24.1 Particulars Rs Rs Total 2,87,59,765 2,09,84,607 A. Net profit after tax as per Statement of Profit and Loss attributable to equity shareholders 4,69,84,957 2,76,14,280 B. Weighted average number of Equity Shares for computing Basic Earnings Per Share 3,19,39,934 2,89,57,012 22 FINANCE COSTS C. Add Potential number of equity shares that would arise on exercise of warrants 1,19,475 1,19,475 For the Year ended D. Weighted average number of Equity Shares for computing Diluted Earnings Per Share 3,20,59,409 2,90,76,487 As at 31.03.2020 As at 31.03.2019 E. Basic Earnings per Share (A /B) 1.47 0.95 22.1 Particulars Rs Rs F. Diluted Earning per share 1.46 0.94 Interest: G. Face value per Equity Share 10 10 on Debentures 1,62,90,696 98,08,014 on Banks borrowings and other borrowings 1,31,26,712 1,76,35,032 25 Additional Disclosure as per RBI Prudential Norms Other borrowing costs 1,13,795 5,75,000 Total 2,95,31,203 2,80,18,046 25.1 Loan Classification and Provision for Assets 23 OTHER EXPENSES For the Year ended As per "Non-Banking Financial Company - Non-Systemically Important Non-Deposit taking Company (Reserve Bank) Directions, 2016", As at 31.03.2020 As at 31.03.2019 RBI/DNBR/2016-17/44, Master Direction DNBR.PD.007/03.10.119/2016-17 (updated as on February 17, 2020) the Company is required to 23.1 Particulars Rs Rs make a provision for standard assets at 0.25 percent and an additional provision at 5 percent (as per COVID19 Regulatory Package - Asset Classification and Provisioning RBI/2019-20/220 DOR.No.BP.BC.63/21.04.048/2019-20) of the outstanding. Provision has also to be made on Bank Charges 2,78,005 7,13,265 the outstanding balance of substandard asset, doubtful asset(secured), doubtful asset (unsecured), and restructured sub-standard assets at Payment to Auditors 2,78,000 1,97,500 10%, 20%, 100% and 10% respectively. Provision for Restructured standard assets and restructured upgraded asset is made at 5.25% and 5% Electricity Charges 3,60,446 2,65,502 respectively as per circular RBI/2018-19/100 DBR.No.BP.BC.18/21.04.048/2018-19. The details of the provision for the year is provided as Office Expenses 4,70,991 4,57,558 under: Postage & Courier 70,164 22,759 Printing & Stationery 3,81,871 1,45,521 Particulars Gross Loan Outstanding Provision for assets Net Loan Outstanding Professional Service Charges 23,31,902 29,65,089 1 Rent 32,63,582 23,14,832 Secured and Unsecured Loans Telephone & internet charges 1,46,215 95,643 As on 31-03-2020 As on 31-03-2019 As on 31-03-2020 As on 31-03-2019 As on 31-03-2020 As on 31-03-2019 Travelling Expenses 12,81,112 8,21,799 Insurance Paid 59,626 84,494 A Business Loan Rs Rs Rs Rs Rs Rs Commission paid 20,44,967 11,95,900 Directors sitting fees 3,70,000 2,94,000 (i) Standard Asset CSR Expenditure - 6,60,000 a) Advances Donations - 25,000 attracting Other expenses 22,72,473 38,66,282 normal Total 1,36,09,355 1,41,25,146 provisions 27,14,97,759 39,46,45,680 6,78,744 9,86,614 27,08,19,015 39,36,59,066 b) Advances 23.2 Provisions and Write Offs For the Year ended attracting As at 31.03.2020 As at 31.03.2019 additional Rs Rs provision 22,28,448 1,16,994 Provision for Standard Assets (13,09,414) 9,548 Provision for Non performing Assets 27,55,816 50,30,000 Substandard Provision for Restructured Assets: (ii) Asset 93,91,997 1,03,00,000 9,39,200 10,30,000 84,52,797 92,70,000 Standard 6,18,129 16,46,039 Sub-Standard (1,24,789) 3,43,826 (iii) Doubtful Asset Total 19,39,742 70,29,413 a)Secured

b)Unsecured 3,00,000 3,00,000 -

132 133 Annual Report 2019-20

Restructured Restructured Sub standard (iv) Standard Asset 81,11,860 4,25,873 76,85,987 (iv) Asset 21,90,367 2,19,037 19,71,330 - Restructured Sub standard (v) Asset - - - - 7,24,52,454 72,10,847 4,20,910 1,69,797 7,20,31,544 70,41,050 As on 31-03-2020 As on 31-03-2019 As on 31-03-2020 As on 31-03-2019 As on 31-03-2020 As on 31-03-2019 Real Estate 29,15,30,064 40,49,45,680 24,60,811 20,16,614 28,69,57,799 40,29,29,066 F Rs Rs Rs Rs Rs Rs Loans As on 31-03-2020 As on 31-03-2019 As on 31-03-2020 As on 31-03-2019 As on 31-03-2020 As on 31-03-2019 (i) Property loan/ B Rs Rs Rs Rs Rs Rs Standard Asset 1,10,67,938 2,01,94,131 27,670 50,485 1,10,40,268 2,01,43,646 Mortgage Loan Substandard (i) (ii) Asset - Restructured Standard Asset 4,32,10,104 2,94,53,199 1,08,025 73,633 4,31,02,079 2,93,79,566 (iii) RestructuredStandard Asset Substandard Sub standard (ii) Asset 18,50,312 1,85,031 16,65,281 - (iv) Asset - Restructured (iii) Standard Asset - 1,10,67,938 2,01,94,131 27,670 50,485 1,10,40,268 2,01,43,646 Restructured Sub standard As on 31-03-2020 As on 31-03-2019 As on 31-03-2020 As on 31-03-2019 As on 31-03-2020 As on 31-03-2019 (iv) Asset - - G Micro Loans Rs Rs Rs Rs Rs Rs (i) Standard Asset a) Advances 4,50,60,416 2,94,53,199 2,93,056 73,633 4,47,67,360 2,93,79,566 attracting 13,27,79,842 1,24,04,484 3,31,950 31,011 13,24,47,892 1,23,73,473 b) Advances As on 31-03-2020 As on 31-03-2019 As on 31-03-2020 As on 31-03-2019 As on 31-03-2020 As on 31-03-2019 attracting C Housing Loan Rs Rs Rs Rs Rs Rs additional (i) Standard Asset 51,78,599 9,96,411 12,946 2,491 51,65,653 9,93,920 provision 11,08,240 58,183 10,50,057 Substandard (ii) Asset - Substandard Restructured (ii) Asset - - (iii) Standard Asset Restructured Restructured Sub standard (iii) Standard Asset - - (iv) Asset - Restructured Sub standard (iv) Asset - - - - 51,78,599 9,96,411 12,946 2,491 51,65,653 9,93,920 As on 31-03-2020 As on 31-03-2019 As on 31-03-2020 As on 31-03-2019 As on 31-03-2020 As on 31-03-2019 13,38,88,082 1,24,04,484 3,90,133 31,011 13,34,97,950 1,23,73,473 Infrastructure D Rs Ps Rs Ps Rs Ps Rs Ps Rs Ps Rs Ps As on 31-03-2020 As on 31-03-2019 As on 31-03-2020 As on 31-03-2019 As on 31-03-2020 As on 31-03-2019 Loans (i) H SME Loans Rs Rs Rs Rs Rs Rs Standard Asset 1,04,58,908 87,50,358 26,147 21,876 1,04,32,761 87,28,482 Substandard (i) Standard Asset 11,67,95,780 10,82,65,209 2,91,989 2,70,663 11,65,03,791 10,79,94,546 (ii) Asset - Substandard Restructured (ii) Asset 2,32,61,951 4,00,00,000 23,26,195 40,00,000 2,09,35,756 3,60,00,000 (iii) Standard Asset Restructured (iii) Doubtful Asset - Sub standard (iv) Asset - a)Secured 2,00,42,500 40,08,500 1,60,34,000

b)Unsecured - 1,04,58,908 87,50,358 26,147 21,876 1,04,32,761 87,28,482 (iv) Standard Asset 29,61,217 2,97,25,622 1,48,061 14,86,281 28,13,156 2,82,39,341 As on 31-03-2020 As on 31-03-2019 As on 31-03-2020 As on 31-03-2019 As on 31-03-2020 As on 31-03-2019 (v) Restructured Sub standard E Other Loans Rs Rs Rs Rs Rs Rs Asset - 34,38,257 - 3,43,826 - 30,94,431 (i) Standard Asset 6,99,93,186 40,15,690 1,74,983 10,039 6,98,18,203 40,05,651 Substandard (ii) Asset 2,68,901 26,890 2,42,011 16,30,61,448 18,14,29,088 67,74,745 61,00,770 15,62,86,703 17,53,28,318 Restructured 73,26,97,909 66,53,84,198 1,04,06,417 84,66,677 72,01,80,037 65,69,17,521 (iii) Standard Asset 31,95,157 1,59,758 30,35,399

134 135 Annual Report 2019-20

Long Term investments : 1. Quoted : 25.2 Schedule to the Balance Sheet (i) Shares : (a) Equity - - (b) Preference - - Disclosure of details as required by Revised Para 18 of "Non-Banking Financial Company - Non-Systemically Important Non-Deposit (ii) Debentures and Bonds - - taking Company (Reserve Bank) Directions, 2016" (updated as on February 17, 2020). (iii) Units of mutual funds - - Particulars Amount outstanding (iv) Government Securities - - Amount Amount (v) Others (please specify) - - Amount overdue Amount overdue as LIABILITIES SIDE outstanding as on outstanding as on 2. Unquoted : as on 31.03.2020 on 31.03.2019 31.03.2020 31.03.2019 (i) Shares : (a) Equity - - (b) Preference - - Loans and advances availed by the non-banking (ii) Debentures and Bonds - - 1 financial company inclusive of interest accrued thereon (iii) Units of mutual funds - - but not paid: (iv) Government Securities - - (a) Debentures - Secured 15,39,55,651 - 6,96,37,618 - (v) Others (please specify) - - -Unsecured 6,27,50,000 2,04,00,000 6 Borrower group-wise classification of assets financed as in (3) and (4) above : (b) Deferred Credits - - - - Secured Unsecured Total Category (c) Term Loans 4,56,29,284 8,76,76,549 31.03.2020 31.03.2020 31.03.2020 (d) Inter-corporate loans and borrowing - - - - 1. Related Parties - - - (e) Commercial Paper - - - - (a) Subsidiaries - - - (f) Public deposits - - - - (b) Companies in the same group - - - (g) Other Loans (specify nature) (c) Other related parties - 2,03,37,522 2,03,37,522 Bank (Short term) 4,82,40,298 7,94,11,629 2. Other than related parties 45,05,24,932 25,75,56,957 70,80,81,890 Total 45,05,24,932 27,78,94,479 72,84,19,412 2 Break up of I (f) above (Outstanding public deposits 7 Investor group-wise classification of all investments (current and long term) in shares and securities (both quoted and unquoted): inclusive of interest accrued thereon but not paid) Nil Nil Amount as on 31.03.2020 (a) In the form of Unsecured debentures Market Category Book Value (Net of (b) In the form of partly secured debentures i.e. Value/Break up or Provisions) debentures where there is a shortfall in the value of fair value or NAV security 1. Related Parties (c) Other public deposits (a) Subsidiaries - - ASSETS SIDE (b) Companies in the same group - - 3 Break-up of Loans and Advances including bills (c) Other related parties - - 2. Other than related parties - - (a)receivables Secured [other than those included in (4) below] : 45,05,24,932 52,76,97,450 Total - - (b) Unsecured 27,78,94,479 13,49,92,878 8 Other Information Break up of Leased Assets and stock on hire and other 4 Particulars As on 31.03.2020 As on 31.03.2019 assets counting towards asset financing activities Nil Nil Nil Nil Rs Rs Lease assets including lease rentals under sundry debtors (i) (i) Gross Non-Performing Assets 24,52,05,899 20,21,35,092 : (a) Related parties - - (a) Financial Lease (b) Other than related parties 24,52,05,899 20,21,35,092 (b) Operating Lease (ii) Net Non-Performing Assets 24,25,74,872 19,67,61,266 Stock on hire including hire charges under sundry debtors (a) Related parties - - (ii) (b) Other than related parties 24,25,74,872 19,67,61,266 (a) Assets on hire (iii) Assets acquired in satisfaction of debt - - (b) Repossessed Assets Other loans counting towards asset financing activities 25.3 Disclosure of Restructured Accounts (iii) Disclosure of Restructured Accounts (a) Loans where assets have been repossessed (b) Loans other than (a) above Type of Sl. No. Restructuring Others 5 Break-up of Investments : Asset Current Investments : Classification S t a n d a r d S u b - S ta n d a r d D o u b t f u l L o s s T o t a l 1 Quoted : Details (i) Shares : (a) Equity - - (b) Preference - - Restructured 1 (ii) Debentures and Bonds - - Accounts as on (iii) Units of mutual funds - - April 1 of the FY No. of borrowers 3 1 4 (iv) Government Securities - - Amount (v) Others (please specify) - - outstanding 34,38,257 18,48,67,345 18,83,05,602 2 Unquoted : Provision thereon 3,43,826 66,53,84,198 66,57,28,024 (i) Shares : (a) Equity - - (b) Preference - - Fresh 2 (ii) Debentures and Bonds - - restructuring (iii) Units of mutual funds - - during the year No. of borrowers 3 3 (iv) Government Securities - - Amount (v) Others (please specify) - - outstanding 81,11,860 81,11,860 Provision thereon 4,25,873 4,25,873

136 137 Annual Report 2019-20

Upgradations 25.4 Disclosure Requirements as per COVID19 Regulatory Package - Asset Classification and Provisioning (Circular No. RBI/2019-20/220 to restructured DOR.No.BP.BC.63/21.04.048/2019-20 ) 3 standard For the quarter 31.03.2019 category ended 31.03.2020 during the Amounts in SMA and FY No. of borrowers 1 (1) - 1 Amount overdue outstanding 29,61,217 (18,48,67,345) (18,19,06,128) categories Provision thereon 1,48,061 (66,53,84,198) (66,52,36,137) (i) SMA 0 7,01,50,114 - (ii) SMA 1 7,36,89,890 - (iii)SMA 2 13,88,75,358 - Restructured Amounts where standard asset advances 2 classification which cease to benefit is attract higher extended provisioning (i) Business Loan 22,06,758 - and / or (ii) Micro Loans 10,96,941 - additional risk Additional 3 weight provisions 1,66,834 - 4 at the end of Additional the FY 4 provisions and hence adjusted - - need not be shown as restructured standard 25.5 Disclosure Requirements as per Circular Micro, Small and Medium Enterprises (MSME) sector – Restructuring of Advances (RBI/2018- advances at 19/100 DBR.No.BP.BC.18/21.04.048/2018-19). the 2019-20 2018-19 No.of Accounts Restructured beginning of Amount (Rs.) Amount (Rs.) the next FY No. of borrowers - 3 80,19,695 -

Provision thereon -

Down gradation s of 5 restructured accounts during the FY No. of borrowers (1) 1 - Amount outstanding - 21,90,367 21,90,367 Provision thereon - 2,19,037 2,19,037 Write-offs of restructured 6 accounts during the FY No. of borrowers (2) (2) Amount outstanding (2,97,25,622) (2,97,25,622) Provision thereon (14,86,281) (14,86,281) Restructured Accounts as on 7 March 31 of the FY (closing figures*) No. of borrowers 4 1 5 Amount outstanding (1,52,14,288) 21,90,367 (1,30,23,921) Provision thereon (5,68,522) 2,19,037 (3,49,485) * Excluding the figures of Standard Restructured Advances which do not attract higher provisioning or risk weight (if applicable). ** Outstanding balance includes interest accrued on loans.

138 139 Annual Report 2019-20

26 RELATED PARTY DISCLOSURE 27 Economic turmoil associated with the Covid-19 pandemic has wide-ranging and severe impacts upon global and Indian financial markets. 26.1 Related Party Transactions Reserve Bank of India (RBI) has issued guidelines relating to COVID-19 Regulatory Package dated 27 March 2020 and 17 April 2020 and in Disclosure of transactions with Related Parties as required by Accounting Standard -18 on Related Party Disclosures as prescribed by accordance therewith, the Company has proposed a opt-in moratorium of three months on the payment of all principal instalments and/ or Companies (Accounting Standards) Rules,2006. interest, as applicable, falling due between 1 March 2020 and 31 May 2020 to all eligible borrowers classified as standard, even if overdue as on 29 February 2020, excluding the collections already made in the month of March 2020. For all such accounts where the moratorium is 26.2 RELATED PARTY DISCLOSURE granted, the asset classification will remain at a standstill during the moratorium period (i.e. the number of days past due shall exclude the moratorium period for the purposes of asset classification as per the Board approved policy). Uncertainty about the length and depth of the (i) Key Managerial Personnel; health crisis-related economic effects are fuelling perceptions of risk and volatility in financial markets and corporate decision-making and poses a significant challenge while making estimates. Given the uncertainty over the potential macro-economic condition, the impact of the Mr. P.G. Jayakumar Managing Director and Chief Executive Officer global health pandemic may be different from that estimated as at the date of approval of these financial Statements and the Company will Ajith Prasad Chief Financial Officer (Appointed on 05.01.2019) continue to closely monitor any material changes to future economic conditions. Jagadeesan Thazhathuveetil Sankunny Menon Managing Director Visakh T V Company Secretary(Till 01-06-2019) Sripriya M Shenoy Company Secretary (w.e.f 03-06-2019) 28 Previous year’s figures have been regrouped and reclassified wherever necessary to conform to the current year’s classification. Noby Thomas (Till 15.11.2019) Managing Director and Principal Officer As per our separate report of even date attached (ii) Relatives of Key Managerial For Krishnamoorthy & Krishnamoorthy For and on behalf of the Board Personnel; Chartered Accountants Jayalekshmi S Wife of Managing Director & CEO Mr.PG Jayakumar (Registration No: 001488S) Sd/- Sd/- Sarala Jagadeesan Wife of Managing Director Mr.T S Jagadeesan P.G. Jayakumar M G Menon Sd/- Managing Director Director (iii) Individuals along with relatives Mr. B. Mohanachandran Nair, Mrs. K. Ushasree, Mr. Abhijith Mohan, Ms. Abhaya Mohan, Mrs. Anjana R.Venugopal Din :3390963 Din :6598286 having significant influence over the Mohan. Partner company M No 202632 Sd/- Sd/- Kochi Ajith Prasad G S Jagadeesan T S 29.08.2020 Chief Financial Officer Managing Director Individuals and relatives UDIN: 20202632AAAAEB4499 Din :6775429 Relatives of Key Particulars Subsidiary Company Key Management Personnel having significant control Sd/- Management Personnel over the company Sripriya M Shenoy 31.03.2020 31.03.2019 31.03.2020 31.03.2019 31.03.2020 31.03.2019 31.03.2020 31.03.2019 Company Secretary 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 - - - 3,00,000 - - - - Loans and Advances Repaid during the year 3,00,000 - - - - - Receivable P.G. Jayakumar 25,000 Remuneration Paid P.G. Jayakumar - - 42,60,000 48,00,000 - - - -

Alexander Kurian(till january 2019) 4,56,452 Ajith Prasad - - 9,00,000 2,09,355 - - - - T.S Jagadeesan - - 36,00,000 36,00,000 - - - - Visakth T V (Till 01/06/2019) - - 90,000 5,40,000 - - - - Sripriya M Shenoy (w.e.f 03.06.2019) 5,55,000 - Noby Thomas (Till 15.11.2019) 10,50,000 Total 1,04,55,000 96,05,807 Debentures Redeemed Jayalekshmi S - - - - 8,00,000

Debentures Issued Jayalekshmi S - - - - 30,00,000 8,00,000 - - Sarala Jagadeesan - - - - 5,00,000 - - - Total - 35,00,000 8,00,000 - - Debenture OUTSTANDING BALANCE 35,00,000 8,00,000 Rent Paid Alexander Kurian 8,00,000 Total - 8,00,000

Equity Shares Issued T.S Jagadeesan 7,50,000 Ajith Prasad 75,000

Total 8,25,000

140 141 Annual Report 2019-20

7th Annual Report

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143 Annual Report 2019-20

INDEPENDENT AUDITOR’S REPORT preparation and presentation of the financial statement that give a true and fair view and are free from material misstatement, whether due to fraud or error. TO THE MEMBERS OF GOSREE INSURANCE BROKING PRIVATE LIMITED In preparing the financial statements, management is responsible for assessing the

Company’s ability to continue as a going concern, disclosing, as applicable, matters Report on the Audit of the Standalone Financial Statements related to going concern and using the going concern basis of accounting unless

management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so. Opinion We have audited the accompanying Standalone financial statements of GOSREE The Board of Directors are also responsible for overseeing the company’s financial INSURANCE BROKING PRIVATE LIMITED (“the Company”) which comprises reporting process. the Balance Sheet as at March 31, 2020, the Statement of Profit and Loss, and statement of cash flows for the year then ended, and notes to the financial statements, including a Auditor’s Responsibility for the Audit of the Financial Statements summary of significant accounting policies and other explanatory information. Our objectives are to obtain reasonable assurance about whether the financial statements In our opinion and to the best of our information and according to the explanations given as a whole are free from material misstatement, whether due to fraud or error, and to issue to us, the aforesaid standalone financial statements give the information required by the an auditor’s report that includes our opinion. Reasonable assurance is a high level of Companies Act, 2013 (“the Act”) in the manner so required and give a true and fair view assurance, but is not a guarantee that an audit conducted in accordance with SAs will in conformity with the accounting principles generally accepted in India, of the state of always detect a material misstatement when it exists. Misstatements can arise from fraud affairs of the Company as at March 31, 2020, and loss and its cash flows for the year or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of ended on that date. these financial statements. Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) specified As part of an audit in accordance with SAs, we exercise professional judgment and under section 143(10) of the Act. Our responsibilities under those Standards are further maintain professional skepticism throughout the audit. We also: described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the Code of Identify and assess the risks of material misstatement of the standalone financial Ethics issued by the Institute of Chartered Accountants of India together with the ethical statements, whether due to fraud or error, design and perform audit procedures requirements that are relevant to our audit of the financial statements under the provisions responsive to those risks, and obtain audit evidence that is sufficient and of the Act and the Rules there under, and we have fulfilled our other ethical appropriate to provide a basis for our opinion. The risk of not detecting a responsibilities in accordance with these requirements and the Code of Ethics. We believe material misstatement resulting from fraud is higher than for one resulting from that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. error, as fraud may involve collusion, forgery, intentional omissions,  misrepresentations, or the override of internal control.

Responsibilities of Management and Those Charged with Governance for the Obtain an understanding of internal control relevant to the audit in order to Standalone Financial Statements design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing our opinion on The Company’s Board of Directors is responsible for the matters stated in section 134(5) whether the Company has adequate internal financial controls system in place of the Act with respect to the preparation of these standalone financial statements that  and the operating effectiveness of such controls. give a true and fair view of the financial position, financial performance, and cash flows of the Company in accordance with the accounting principles generally accepted in India, Evaluate the appropriateness of accounting policies used and the reasonableness including the accounting Standards specified under section 133 of the Act. This  of accounting estimates and related disclosures made by management. responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for Conclude on the appropriateness of management’s use of the going concern basis preventing and detecting frauds and other irregularities; selection and application of of accounting and, based on the audit evidence obtained, whether a material appropriate implementation and maintenance of accounting policies; making judgments uncertainty exists related to events or conditions that may cast significant doubt and estimates that are reasonable and prudent; and design, implementation and on the Company’s ability to continue as a going concern. If we conclude that a maintenance of adequate internal financial controls, that were operating effectively for material uncertainty exists, we are required to draw attention in our auditor’s ensuring the accuracy and completeness of the accounting records, relevant to the report to the related disclosures in the standalone financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, 144 145 Annual Report 2019-20

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 future events or conditions may cause the Company to cease to continue as a and to the best of our information and according to the explanations given to us,  going concern. the remuneration paid by the Company to its directors during the year is in accordance with the provisions of section 197 of the Act. Evaluate the overall presentation, structure and content of the standalone financial statements, including the disclosures, and whether the standalone h. With respect to the other matters to be included in the Auditor’s Report in financial statements represent the underlying transactions and events in a accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, as manner that achieves fair presentation. amended in our opinion and to the best of our information and according to the explanations given to us: We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, (i) Company does not have any pending litigations which would impact its including any significant deficiencies in internal control that we identify during our financial position; audit. (ii) The Company did not have any long-term contracts including derivative We also provide those charged with governance with a statement that we have contracts for which there were any material foreseeable losses. complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be (iii) There were no amounts which are required to be transferred to the Investor Reportthought on to Otherbear on Legal our independence,and Regulatory and Requirements where applicable, related safeguards Education and Protection Fund by the Company.

1. As required by the Companies (Auditor’s Report) Order, 2016 (“the Order”) issued by the Central Government of India in terms of sub-section (11) of section 143 of the For Krishnamoorthy and Krishnamoorthy Act, we give in the Annexure A, a statement on the matters specified in paragraphs 3 Chartered Accountants and 4 of the Order. Firm Reg No.001488S

2. As required by Section 143 (3) of the Act, based on our audit we report that: Sd/-

a. We have sought and obtained all the information and explanations which to the R.Venugopal best of our knowledge and belief were necessary for the purposes of our audit. Partner Membership No.202632 b. In our opinion proper books of account as required by law have been kept by the Udin: 20202632AAAADZ5112 Company so far as appears from our examination of those books. Kochi 29.08.2020 c. The Balance Sheet, Statement of Profit and Loss and Cash Flow Statement dealt with by this Report are in agreement with the books of account.

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

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

146 147 Annual Report 2019-20

ANNEXURE - A TO THE AUDITORS’ REPORT 8. As per information and explanation furnished to us and according to our examination

(Referred to in paragraph 1 under the heading ‘Report on Other Legal and Regulatory Requirements’ of the records of the Company, the Company has not made any defaults in repayment section of our independent audit report of even date on standalone Financial Statements for the year ended of loan or borrowing to financial institutions, banks, debenture holders. There are no 31st March 2020) borrowings from the Government.

1. In respect of fixed assets of the Company 9. According to the information and explanations given to us and the records of the Company examined by us, no moneys were raised by way of initial public offer or a) The Company has maintained proper records showing full particulars, including further public offer (including debt) or term loans. Accordingly, the reporting quantitative details and situation of fixed assets. requirement under clause (ix) of paragraph 3 of the Order is not applicable

b) The fixed assets were physically verified during the year by the management. 10. According to the information and explanations given to us, no fraud by the Company According to the information and explanations given to us, no material or on the Company by its officers or employees has been noticed or reported during discrepancies were noticed on such verification. the year.

c) As per the information and explanation given to us, the Company is not holding 11. According to the information and explanations give to us and based on our any immovable assets. examination of the records of the Company, the Company has paid/provided for managerial remuneration in accordance with the requisite approvals mandated 2. The Company is a service company. Accordingly, it does not hold any physical by the provisions of section 197 read with Schedule V to the Act. inventories. Thus, paragraph 3(ii) of the Order is not applicable. 12. In our opinion and according to the information and explanations given to us, the 3. The Company has not granted any loans, secured or unsecured to companies, firms or Company is not a Nidhi company. Accordingly, paragraph 3(xii) of the Order is not other parties covered in the register maintained under section 189 of the Companies applicable. Act, 2013. 13. As per information and explanation furnished to us and according to our examination 4. In our opinion and according to the information and explanations given to us, the of the records of the Company all transactions with the related parties are in Company has complied with the provisions of Sections 185 and 186 of the compliance with sections 177 and 188 of Companies Act, 2013 and the details Companies Act, 2013 in respect of grant of loans, making investments and have been disclosed in the Financial Statements as required by the applicable providing guarantees and securities, as applicable. accounting standards.

5. In our opinion the Company has not accepted any deposits within the meaning of 14. During the year the Company has not made any preferential allotment or private Sections 73 to 76 of the Act and Companies (Acceptance of Deposits) Rules, 2014 (as placement of shares or fully or partly convertible debentures and hence reporting amended). Accordingly, the provisions of clause 3(v) of Order are not applicable under clause (xiv) of CARO 2016 is not applicable to the Company.

6. According to the information and explanation given to us, the Central Government has 15. According to the information and explanations given to us and based on our not prescribed the maintenance of cost records under section 148 (1) of the Companies examination of the records of the Company, the Company has not Act, 2013 for the services rendered by the Company. entered into non-cash transactions with directors or persons connected with him. Accordingly, paragraph 3(xv) of the Order is not applicable. 7. a) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the company is generally regular in 16. The company is not required to be registered under section 45-IA of the Reserve Bank depositing undisputed statutory dues including provident fund, employees' state of India Act 1934. insurance, income tax, sales-tax, goods and services tax, duty of customs, duty of excise, value added tax, cess and any other statutory dues to the appropriate For Krishnamoorthy and Krishnamoorthy authorities to the extent applicable to the Company. According to the Chartered Accountants information and explanations given to us, no material undisputed amounts payable st Firm Reg No.001488S in respect of statutory dues were in arrears as at 31 March 2020 for a period of more than six months from the date they became payable. Sd/-

b) According to the information and explanation given to us there are no disputed R.Venugopal amounts of tax which have not been deposited with the authorities as at 31st Partner March 2020. Membership No.202632 Udin: 20202632AAAADZ5112 Kochi 29.08.2020

148 149 Annual Report 2019-20

Annexure - B to the Auditors’ Report We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company’s internal financial controls with (Referred to in paragraph 2 (f) under ‘Report on Other Legal and Regulatory reference to financial statements. Requirements’ section of our report of even date) Meaning of Internal Financial Controls with Reference to Financial Statements Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act”) A company's internal financial control with reference to financial statements is a process designed to provide reasonable assurance regarding the reliability of financial reporting We have audited the internal financial controls over financial reporting of GOSREE and the preparation of financial statements for external purposes in accordance with INSURANCE BROKING PRIVATE LIMITED (“the Company”) as of 31st March generally accepted accounting principles. A company's internal financial control with 2020 in conjunction with our audit of the standalone financial statements of the Company reference to financial statements include those policies and procedures that (1) pertain to for the year ended on that date. the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable Responsibilities of Management and Those Charged with Governance for Internal assurance that transactions are recorded as necessary to permit preparation of financial Financial Controls statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations The Company’s management is responsible for establishing and maintaining internal of management and directors of the company; and (3) provide reasonable assurance financial controls based on the internal control over financial reporting criteria established regarding prevention or timely detection of unauthorized acquisition, use, or disposition by the Company considering the essential components of internal control stated in the of the company's assets that could have a material effect on the financial statements. Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (‘ICAI’). These responsibilities include Inherent Limitations of Internal Financial Controls with Reference to Financial the design, implementation and maintenance of adequate internal financial controls that Statements were operating effectively for ensuring the orderly and efficient conduct of its business, Because of the inherent limitations of internal financial controls with reference to including adherence to company’s policies, the safeguarding of its assets, the prevention financial statements, including the possibility of collusion or improper management and detection of frauds and errors, the accuracy and completeness of the accounting override of controls, material misstatements due to error or fraud may occur and not be records, and the timely preparation of reliable financial information, as required under the detected. Also, projections of any evaluation of the internal financial controls with Companies Act, 2013. reference to financial statements to future periods are subject to the risk that the internal financial control with reference to financial statements may become inadequate because Auditors’ Responsibility of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Our responsibility is to express an opinion on the Company's internal financial controls with reference to financial statements of the Company based on our audit. We conducted Opinion our audit in accordance with the Guidance Note on Audit of Internal Financial Controls In our opinion, to the best of our information and according to the explanations given to over Financial Reporting (the “Guidance Note”) and the Standards on Auditing, issued by us, the Company has, in all material respects, an adequate internal financial controls with ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to reference to financial statements and such controls were operating effectively as at March the extent applicable to an audit of internal financial controls, both applicable to an audit 31, 2020, based on the internal financial control over financial reporting criteria of Internal Financial Controls and, both issued by the Institute of Chartered Accountants established by the Company considering the essential components of internal control of India. Those Standards and the Guidance Note require that we comply with ethical stated in the Guidance Note on Audit of Internal Financial Controls Over Financial requirements and plan and perform the audit to obtain reasonable assurance about Reporting issued by the ICAI. whether adequate internal financial controls with reference to financial statements were established and maintained and if such controls operated effectively in all material For Krishnamoorthy and Krishnamoorthy respects. Chartered Accountants Firm Reg No.001488S Our audit involves performing procedures to obtain audit evidence about the adequacy Sd/- of the internal financial controls system with reference to financial statements and their operating effectiveness. Our audit of internal financial controls with reference to R.Venugopal financial statements includes obtaining an understanding of internal financial controls, Partner assessing the risk that a material weakness exists, and testing and evaluating the design Membership No.202632 and operating effectiveness of internal control based on the assessed risk. The Udin: 20202632AAAADZ5112 procedures selected depend on the auditor’s judgment, including the assessment of the Kochi risks of material misstatement of the financial statements, whether due to fraud or error. 29.08.2020

150 151 Annual Report 2019-20

GOSREE INSURANCE BROKING SERVICES PRIVATE LIMITED GOSREE INSURANCE BROKING SERVICES PRIVATE LIMITED st st Statement of Profit and Loss for the year ended 31 March 2020 Balance Sheet as at 31 March 2020 For the year ended For the year ended As at As at PARTICULARS Note no 31.03.2020 31.03.2019 PARTICULARS Note no 31.03.2020 31.03.2019 Rs. Rs. Rs. Rs. I INCOME I EQUITY AND LIABILITIES a.Income frome operation 14 23,56,583 22,53,920 1 Shareholders' Funds a. Share Capital 3 1,55,00,000 1,05,00,000 b.Other Income 15 5,52,985 2,71,449 b. Reserves and Surplus 4 (72,32,630) (41,43,922) Total Revenue 29,09,568 25,25,369 82,67,370 63,56,078 2 Non Current Liabilities ll EXPENSES a.Long Term Provisions 5 1,19,130 - a. Employee Benefit Expenses 16 39,89,142 29,80,008 1,19,130 - b. Finance cost 17 1,15,399 18,906 3 Current Liabilities c. Depreciation 9 1,87,728 1,20,934 a. Short Term Borrowings 6 - 8,00,000 d. Other Expenses 18 17,06,007 11,95,065 b. Short Term Provisions 7 291 Total Expenses ( a + b + c) 59,98,276 43,14,913 c. Other Current Liabilities 8 7,51,584 4,02,369 7,51,875 12,02,369.0 lll Profit/(Loss) before tax (I - II) (30,88,708) (17,89,544) IV Tax expense: Total 91,38,375 75,58,447 a. Current tax - - b. Deferred Tax - - II ASSETS c. Prior Period Taxes - - 1 Non-Current Assets V Profit for the Year (lll - lV) (30,88,708) (17,89,544) a. Property, Plant & Equipment 9 2,67,800 3,30,424 b. Intangible Assets 9 1,44,698 2,29,953 VI Earnings per share(Basic/Diluted) (in Rs) 19 (2.60) (2.14) C. Other Assets 10 16,80,935 15,86,221 20,93,433 21,46,598 Significant Accounting Policies and Notes 1,2 and 21- 2 Current assets on Accounts 22 a. Cash and Cash Equivalents 11 64,28,318 44,36,691 b. Trade Receivables 12 3,36,704 6,27,894 The accompanying notes are an integral part of the financial statements. c. Other Current Assets 13 2,79,920 3,47,264 As per our separate report of even date attached 70,44,942 54,11,849 For Krishnamoorthy & Krishnamoorthy For and on behalf of the Board Total 91,38,375 75,58,447 Chartered Accountants (Registration No: 001488S) Sd/- Sd/- P.G. Jayakumar Jagadeesan T S Significant Accounting Policies and 1,2 and 21- Notes on Accounts 22 Sd/- Whole Time Director Whole Time Director R.Venugopal DIN :3390963 DIN: 6775429 The accompanying notes are an integral part of the financial statements. Partner As per our separate report of even date attached M No 202632 For Krishnamoorthy & Krishnamoorthy For and on behalf of the Board Kochi Chartered Accountants 29..08.2020 (Registration No: 001488S) Sd/- Sd/- UDIN: 20202632AAAADZ5112 P.G. Jayakumar Jagadeesan T S Sd/- Whole Time Director Whole Time Director R.Venugopal DIN :3390963 DIN: 6775429 Partner M No 202632 Kochi 29..08.2020 152 UDIN: 20202632AAAADZ5112 153 Annual Report 2019-20

GOSREE INSURANCE BROKING SERVICES PRIVATE LIMITED CASH FLOW STATEMENT FOR THE YEAR ENDED 31st MARCH 2020 GOSREE INSURANCE BROKING SERVICES PRIVATE LIMITED, COCHIN Particulars For the year ended Significant Accounting Policies & Notes on Accounts 31.03.2020 31.03.2019 Note No: Rs. Rs. A . Cash flow from operating Activities 1 NATURE OF OPERATION Net Profit (Loss) before tax and extraordinary items (30,88,708) (17,89,544) Adjustment for: GOSREE INSURANCE BROKING SERVICES PRIVATE LIMITED was incorporated as a Private limited company on August Depreciation and amortization 1,87,728 1,20,934 1, 2016 to carry on the business of Direct Insurance Broking. The Company obtained license from Insurance Regulatory and Development Authority on 30.04.2017. Interest Income (5,52,985) (2,71,449) Interest Expense 2 SIGNIFICANT ACCOUNTING POLICIES Operating profit before working capital changes (34,53,965) (19,40,059) Movements in working capital : 2.1 Basis of Accounting The financial statements of the Company are prepared in accordance with the Generally Accepted Accounting Increase/ (decrease) in other current liabilities and provisions (4,50,494) 9,09,703 Principles in India (Indian GAAP) to comply with the Accounting Standards specified under Section 133 of the Increase/ (decrease) in long term provisions 1,19,130 Companies Act, 2013, read with Rule 7 of the Companies (Accounts) Rules, 2014 and other relevant provisions of the Decrease / (increase) in long-term loans and advances - 1,80,000 Companies Act, 2013 Decrease / (increase) in other asset (94,714) (89,701) The Financial Statements are prepared under the historical cost convention, on accrual basis of accounting. Decrease / (increase) in short-term loans and advances - - Decrease / (increase) in other current assets 3,58,535 (6,89,172) 2.2 Use of Estimates Decrease / (increase) in other curret deposits 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, Cash generated from /(used in) operations (35,21,508) (16,29,229) expenses, assets and liabilities at the end of reporting period. The estimates and assumptions used in these financial Direct taxes paid (net of refunds) statements are based upon the management evaluation of the relevant facts and circumstances as of the date of the Net cash flow from/ (used in) operating activities (A) (35,21,508) (16,29,229) financial statements. The differences between actual result and estimates are recognized in the period in which the B. CASH FLOWS FROM INVESTING ACTIVITIES results are known/materialized. Purchase of fixed assets, including CWIP (39,850) (3,38,113) Investment in Subsidiary Companies 2.3 Revenue Recognition Interest received 5,52,985 2,71,449 Revenue is recognised to the extent that it is probable that economic benefits will flow to the company and the Net cash flow from/ (used in) investing activities (B) 5,13,135 (66,664) revenue can be reliably measured. The revenue recognition is as under: C. CASH FLOWS FROM FINANCING ACTIVITIES A. Income from services is recognised as per the terms of contract on accrual basis. Revenue is recognised on accrual Proceeds from Issue/ allotment of shares 50,00,000 35,00,000 basis to the extent it is realizable. (Except when there are significant uncertainities). Net cash flow from/ (used in) financing activities (C) 50,00,000 35,00,000 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.

Net increase/(decrease) in cash and cash equivalents (A + B + C) 19,91,627 18,04,107 2.4 Employee Benefits Cash and cash equivalents at the beginning of the year 44,36,691 26,32,584 A. Short Term Employee Benefits Cash and cash equivalents at the end of the year 64,28,318.0 44,36,691 All employee benefits payable wholly within twelve months of redering service are classified as short-term employee Components of cash and cash equivalents B. Defined Benefit Plan- Gratuity to Employees The net present value of the obligation for gratuity benefits as determined on independent actuarial valuation, Cash on hand 11,406 559 conducted annually using the projected unit credit method, as adjusted for unrecognized past services cost if any, is With banks 64,16,912 44,36,132 recognised in the accounts. Actuarial gains and losses are recognised in full in the Statement of Profit and Loss for the Total cash and cash equivalents 64,28,318 44,36,691 period in which they occur. C. Defined Contribution Plans The company has defined contribution plans for employees comprising Employee’s State Insurance. The contributions As per our separate report of even date attached paid/ payable to these plans during the year are charged to the Statement of Profit and Loss for the year. For Krishnamoorthy & Krishnamoorthy For and on behalf of the Board Chartered Accountants (Registration No: 001488S) Sd/- Sd/- 2.5 Property, Plant & Equipment P.G. Jayakumar Jagadeesan T S Property, plant & equipment are stated at cost less depreciation. Cost comprises the purchase price and any Sd/- Director Director attributable cost of bringing the asset to its working condition for its intended use. R.Venugopal DIN :3390963 DIN: 6775429 Partner M No 202632 Kochi 29.08.2020 UDIN: 20202632AAAADZ5112 154 155 Annual Report 2019-20

3.2 Reconciliation of number of shares

Particulars As at 31.03.2020 As at 31.03.2019 2.6 Depreciation No. of shares Rs No. of shares Rs Depreciation is provided using straight line method at the following rates, which is management’s estimate of the A. Nature of asset Useful Life in Years Equity Shares at the beginning of the year 10,50,000 1,05,00,000 7,00,000 70,00,000 Computer equipment 3 B. Shares issued during the period 5,00,000 50,00,000 3,50,000 35,00,000 Furniture and fixtures & Electrical equipments 10 C. Number of shares outstanding at the end Office equipment 5 of the year (A+B) 15,50,000 1,55,00,000 10,50,000 1,05,00,000 Software & Website 3 - 3.3 2.7 Taxes on Income The details of shareholders holding more than 5% shares : Income tax is accounted in accordance with Accounting Standard on Accounting for Taxes on Income (AS-22), which As at 31.03.2020 As at 31.03.2019 includes current taxes and deferred taxes. Deferred Tax assets/ liabilities representing timing differences between Name of shareholder No. of shares % No. of shares % accounting income and taxable income are recognised to the extent considered capable of being reversed in Gosree Finance Limited 15,49,100 99.94% 10,49,100 99.91% 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 4 RESERVES & SURPLUS losses are recognised if there is a virtual certainty that sufficient future taxable income will be available to realise the same. As at 31.03.2020 As at 31.03.2019 4.1 Particulars 2.8 Earnings per share Rs. Rs. Basic/ diluted earnings per share is calculated by dividing the net profit or loss for the year attributable to equity Statement of Profit and Loss Account As per Last Balance Sheet (41,43,922) (23,54,378) shareholders (after deducting attributable taxes) by the weighted average number of equity shares/ dilutive potential Transfer from Statement of Profit and Loss (30,88,708) (17,89,544) equity shares outstanding as at the end of the year as the case may be.

Reserves & surplus as at the end of the period (A+B) (72,32,630) (41,43,922) 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. 5 Non Current Liabilities Provisions are not discounted to its present value and are determined based on management estimate required to As at 31.03.2020 As at 31.03.2019 settle the obligation at the Balance Sheet date. These are reviewed at each Balance Sheet date and adjusted to reflect 5.1 the correct management estimates. Long Term Provisions Rs. Rs. Non Current Provision for Gratuity 1,19,130 - (ii) Contingent Liabilities are disclosed when the company has a possible obligation or a present obligation and it is 1,19,130 - 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. Disclosures required under Accounting Standard 15- Employee Benefits a. Defined Contribution plans 3 SHARE CAPITAL During the year the following amounts have been recognized in the As at 31.03.2020 As at 31.03.2019 Statement of Profit and Loss on account of defined contibution plans: Particulars Rs Rs Pariculars Current Year Previous Year A. Authorised: Employers contribution to Employee's State Insurance 9,729 16,089 2000,000 (1250,000) shares of Rs.10 each 2,00,00,000 1,25,00,000 Total 9,729 16,089 2,00,00,000 1,25,00,000 Issued, Subscribed capital & Paid up Capital b. Defined Benefit Plans 1550000 (1050000) equity shares of Rs.10 each 1,55,00,000 1,05,00,000 Total 1,55,00,000 1,05,00,000 (i) Acturial Assumptions Current Year Previous Year Discount Rate (per annum) 6.85% 3.1 Terms/Rights attached to Equity Shares Salary escalation rate* 7.00% The company has only one class of equity shares having a par value of Rs.10 per share. Each holder of equity shares is IALM 2006-08 entitled to one vote per share. In the event of liquidation of the company, the holders of the equity shares will be Moratality Rate Ultimate entitled to receive remaining assets of the company, after distribution of all preferential amounts. The distribution *Salary escalation rate consists of 3 components. Viz. regular increments, price inflation and promotional increases. will be in proportion to the number of equity shares held by the shareholders.

156 157 Annual Report 2019-20

Schedule 9 : Fixed Assets (ii) Reconciliation of projected obligations Current Year Previous Year Projected value of obligation at the beginning of the year - Current Service Cost 99,800 Interest Cost 7,236 Gross Block Depreciation Net Block Actuarial (Gain)/ Loss 12,385 On Benefits Paid - Addition Deletion/ Projected Benefit of Obligation at end of the year 1,19,421 As on As on Up to Deletion/ Up to As on As on Particulars during Adjustment For the year (iii) (Asset)/ Liability to be recognized in the Balance Sheet Current Year Previous Year 01.04.2019 31.03.2020 01.04.2019 Adjustment 31.03.2020 31.03.2020 31.03.2019 Projected value of obligation at the end of the year 1,19,421 the year s Ending Assets - s Liability/ (Asset) recognized in the Balance sheet 1,19,421 Rs. Rs. Rs. Rs. Rs. Rs. Rs. Rs. Rs. Rs. (iv) Expense to be recognized in the Statement of Profit and Loss Current Year Previous Year TANGIBLE ASSETS Current Service Cost 99,800 Interest Cost 7,236 Past Service Cost 12,385 (Income)/Expense recognized in the statement of Profit and Loss 1,19,421 Computer and equipments 153920 21850 - 175770 91186 50205 - 141390 34379 62734 Net (Asset)/ Liability recognized in the Balance Sheet as at year end 2019-20 2018-19 2017-18 2016-17 Projected value of unfunded obligation Furniture and fixtures 113240 - - 113240 17985 10787 - 28772 84468 95256 recognized as (asset)/ liability in the Balance Sheet 1,19,421 - - -

6 Short Term Borrowings Office Equipments 37913 - - 37913 14414 7223 - 21637 16276 23499 As at 31.03.2020 As at 31.03.2019 6.1 Particulars Rs. Rs. Secured Electrical Equipments 170673 0 - 170673 21738 16258 - 37996 132677 148935 Overdraft from Ujjivan Small Finance Bank - 8,00,000 TOTAL - 8,00,000 475745 21850 - 497595 145322 84473 - 229795 267800 330424 Secured against fixed deposit INTANGIBLE ASSETS 7 Short Term Provisions As at 31.03.2020 As at 31.03.2019 7.1 Particulars Rs. Rs. Software & Website 282041 18000 - 300041 63818 91525 - 155343 144698 218223 Current Provision for Gratuity 291 - 291 - 282041 18000 - 300041 63818 91525 - 155343 144698 218223 8 OTHER CURRENT LIABILITIES As at 31.03.2020 As at 31.03.2019 Total 757787 39850 - 797637 209140 175999 - 385139 412498 548647 8.1 Particulars Rs. Rs. Employee emoluments payable 3,32,946 22,602 Previous year 419674 338113 757787 76476 120934 197410 560376 343198 Statutory dues payable 1,38,596 2,11,886 Advance from Customers 68,031 35,859 Other current liabilities 1,04,853 67,472 Due to Holding Company 1,07,158 64,549 Total 7,51,584 4,02,369

158 159 Annual Report 2019-20

Schedule 9 : Fixed Assets

10 OTHER ASSETS As at 31.03.2020 As at 31.03.2019 Gross Block Depreciation Net Block 10.1 Particulars Rs. Rs. On Non-Current Deposits with Bank* 16,80,935 15,86,221 Addition Deletion/ Total 16,80,935 15,86,221 As on As on Up to Deletion/ Up to As on As on * Held as Security with Insurance Regulatory and Development Authority Particulars during Adjustment For the year 01.04.2019 31.03.2020 01.04.2019 Adjustment 31.03.2020 31.03.2020 31.03.2019 the year s 11 CASH AND CASH EQUIVALENTS s As at 31.03.2020 As at 31.03.2019 11.1 Particulars Rs. Rs. Rs. Rs. Rs. Rs. Rs. Rs. Rs. Rs. Rs. Rs. Cash on hand 11,406 559 Cash in Bank : in current account (with scheduled bank) 6,84,094 2,03,998 TANGIBLE ASSETS Cash in Bank : in deposit account(with scheduled bank) 57,32,818 42,32,134 Total 64,28,318 44,36,692

11.2 Cash and cash equivalents in the balance sheet comprises of cash at bank and in hand and short term investments with an original maturity of less than twelve months. Computer and equipments 153920 21850 - 175770 91186 50205 - 141390 34379 62734 12 Trade Receivables (Unsecured, Considered Good) As at 31.03.2020 As at 31.03.2019 Furniture and fixtures 113240 - - 113240 17985 10787 - 28772 84468 95256 12.1 Particulars Rs. Rs. Outstanding for a period exceeding 6 months from the date they are due for payment 83,553 25,705 Office Equipments 37913 - - 37913 14414 7223 - 21637 16276 23499 Others 2,53,151 6,02,189 3,36,704 6,27,894

Electrical Equipments 170673 0 - 170673 21738 16258 - 37996 132677 148935 13 OTHER CURRENT ASSETS As at 31.03.2020 As at 31.03.2019 475745 21850 - 497595 145322 84473 - 229795 267800 330424 13.1 Particulars Rs. Rs. INTANGIBLE ASSETS A. Other Current Assets 2,79,920 3,47,264 Total 2,79,920 3,47,264

14 INCOME FROM OPERATION Software & Website 282041 18000 - 300041 63818 91525 - 155343 144698 218223 As at 31.03.2020 As at 31.03.2019 14.1 Particulars Rs. Rs. Sale of services 23,56,583 22,53,920 282041 18000 - 300041 63818 91525 - 155343 144698 218223 23,56,583 22,53,920

Total 757787 39850 - 797637 209140 175999 - 385139 412498 548647 15 OTHER INCOME For the Year ended Previous year 419674 338113 757787 76476 120934 197410 560376 343198 As at 31.03.2020 As at 31.03.2019 15.1 Particulars Rs. Rs. Interest received on deposits 5,35,529 2,69,989 Discount recived 1,460 Interest on Income Tax Refund 17,456 Total 5,52,985 2,71,449

160 161 Annual Report 2019-20

20 RELATED PARTY DISCLOSURE 20.1 Related Party Transactions 16 EMPLOYEE BENEFIT EXPENSES Disclosure of transactions with Related Parties as required by Accounting Standard -18 on Related Party Disclosures as For the Year ended 16.1 Particulars As at 31.03.2020 As at 31.03.2019 20.2 Related Party and Nature of Relationship Rs. Rs. Salaries &wages 38,59,992 29,50,242 (i) Holding Company Contribution to employee benefits 9,729 17,228 Gosree Finance Ltd. Staff Welfare expenses - 12,538 Gratuity 1,19,421 - Total 39,89,142 29,80,008 (ii) Key Manegerial Personnel; 17 FINANCE COST Jagadeesan T S Whole Time Director For the Year ended P G Jayakumar Whole Time Director As at 31.03.2020 As at 31.03.2019 Noby Thomas (Till 15.11.2019) Managing Director and Principal Officer 17.1 Particulars Rs. Rs. Interest on bank's borrowings 1,15,399 18,906 21.3 Transactions with related Parties Total 1,15,399 18,906 Particulars Holding Company Key Management Personnel 18 OTHER EXPENSES 31.03.2020 31.03.2019 31.03.2020 31.03.2019 For the Year ended Rs. Rs. Rs. Rs . Remuneration Paid As at 31.03.2020 As at 31.03.2019 Noby Thomas 10,50,000 10,95,000 18.1 Particulars Rs. Rs.

Equity Share Capital Held Audit fees 38,000 34,000 Gosree Finance Ltd. 1,54,91,000 1,04,91,000 Bank Charges 5,504 10,880 Office Expenses 33,939 28,726 Amount due 1,07,158 - Postage & Courier 12,404 7,743 Expenses reimbursed 5,78,477 - Printing & Stationery 25,775 21,843 Professional Service Charges 3,87,056 93,100 21 On March 11, 2020, the World Health Organization declared COVID-19 a global pandemic and suggested guidelines for Rent 4,80,000 4,10,000 containment and mitigation worldwide. The impact of the COVID-19 pandemic on the Indian economy and the Company Telephone & internet charges 23,115 26,875 remains uncertain. The severity of its impact will depend on its spread and duration, customer responses and the response of Travelling Expenses 1,15,209 2,09,419 governments and regulators like the Insurance Regulatory and Development Authority of India. There has been a modest stress Rates and Taxes 1,72,997 40,486 on the business portfolio of the Company as at the year end majorly due to the nationwide lockdown announced by the Electricity Charges 1,02,031 54,510 government. The Management has used the principles of prudence in developing estimates, assumptions, exercising Other expenses 3,09,976 2,57,483 judgements and performing sensitivity analysis. Based on the current estimates, the company expects to fully recover the Total 17,06,007 11,95,065 carrying amount of its assets as at March 31, 2020. The impact of COVID-19 remains uncertain and may be different from what we have estimated as of the date of approval of these standalone financial statements and the Company will continue to closely 18.2 Payment to statutory Auditors monitor any material changes to future economic conditions. For the Year ended As at 31.03.2020 As at 31.03.2019 Particulars Rs. Rs. 22 Previous year’s figures have been regrouped and reclassified wherever necessary to conform to the current year’s classification. Figures are rounded off to the nearest rupee. Audit fee 26,500 24,500 Other services 11,500 9,500 As per our separate report of even date attached Total 38,000 34,000 For Krishnamoorthy & Krishnamoorthy 19 EARNINGS PER SHARE Chartered Accountants For and on behalf of the Board For the Year ended (Registration No: 001488S) As at 31.03.2020 As at 31.03.2019 Sd/- Sd/- 19.1 Particulars Rs. Rs. Sd/- P.G. Jayakumar Jagadeesan T S Net profit after tax as per Statement of Profit and Loss attributable to equity R.Venugopal Whole Time Director Whole Time Director shareholders (30,88,708) (17,89,544) Partner DIN :3390963 DIN: 6775429 M No 202632 Weighted average number of Equity Shares 11,88,356 8,36,165 Kochi Earnings per Share (A /B) (2.60) (2.14) 29.08.2020 Face value per Equity Share 10 10 UDIN: 20202632AAAADZ5112

162 163 Annual Report 2019-20

INDEPENDENT AUDITOR’S REPORT

TO THE MEMBERS OF GOSREE INVESTMENTS AND RISKS PRIVATE LIMITED th 7 Annual Report Report on the Audit of the Standalone Financial Statements

Opinion We have audited the accompanying Standalone financial statements of GOSREE INVESTMENT AND RISKS PRIVATE LIMITED (“the Company”) which comprises the Balance Sheet as at March 31, 2020, the Statement of Profit and Loss, and statement of cash flows for the year then ended, and notes to the financial statements, including a summary of significant accounting policies and other explanatory information. In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Companies Act, 2013 (“the Act”) in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2020, and profits and its cash flows for the year ended on that date. INDEPENDENT AUDITOR’S Basis for Opinion We conducted our audit in accordance with the Standards on Auditing (SAs) specified REPORT under section 143(10) of the Act. Our responsibilities under those Standards are further TO THE MEMBERS OF GOSREE INVESTMENTS AND RISKS PRIVATE LIMITED described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics Report on the Audit of the Financial Statements issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Act and the Rules there under, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Responsibilities of Management and Those Charged with Governance for the Standalone Financial Statements

The Company’s Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance, and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the accounting Standards specified under section 133 of the Act. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate implementation and maintenance of accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and

164 165 Annual Report 2019-20

presentation of the financial statement that give a true and fair view and are free from material misstatement, whether due to fraud or error. events or conditions may cause the Company to cease to continue as a going In preparing the financial statements, management is responsible for assessing the  concern. Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either Evaluate the overall presentation, structure and content of the standalone intends to liquidate the Company or to cease operations, or has no realistic alternative but financial statements, including the disclosures, and whether the standalone to do so. financial statements represent the underlying transactions and events in a The Board of Directors are also responsible for overseeing the company’s financial manner that achieves fair presentation. reporting process. We communicate with those charged with governance regarding, among other Auditor’s Responsibility for the Audit of the Financial Statements matters, the planned scope and timing of the audit and significant audit findings, Our objectives are to obtain reasonable assurance about whether the financial statements as including any significant deficiencies in internal control that we identify during our a whole are free from material misstatement, whether due to fraud or error, and to issue an audit. auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always We also provide those charged with governance with a statement that we have detect a material misstatement when it exists. Misstatements can arise from fraud or error complied with relevant ethical requirements regarding independence, and to and are considered material if, individually or in the aggregate, they could reasonably be communicate with them all relationships and other matters that may reasonably be expected to influence the economic decisions of users taken on the basis of these financial Reportthought on to Otherbear on Legal our independence,and Regulatory and Requirements where applicable, related safeguards statements. 1. As required by the Companies (Auditor’s Report) Order, 2016 (“the Order”) issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the Annexure A, a statement on the matters specified in paragraphs 3 and 4 As part of an audit in accordance with SAs, we exercise professional judgment and of the Order. maintain professional skepticism throughout the audit. We also: 2. As required by Section 143 (3) of the Act, based on our audit we report that: Identify and assess the risks of material misstatement of the standalone financial statements, whether due to fraud or error, design and perform audit procedures a. We have sought and obtained all the information and explanations which to the responsive to those risks, and obtain audit evidence that is sufficient and best of our knowledge and belief were necessary for the purposes of our audit. appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as b. In our opinion proper books of account as required by law have been kept by the fraud may involve collusion, forgery, intentional omissions, misrepresentations, Company so far as appears from our examination of those books.  or the override of internal control. c. The Balance Sheet, Statement of Profit and Loss and Cash Flow Statement dealt Obtain an understanding of internal control relevant to the audit in order to with by this Report are in agreement with the books of account. design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing our opinion on d. In our opinion, the aforesaid standalone financial statements comply with the whether the Company has adequate internal financial controls system in place and Accounting Standards specified under Section 133 of the Act, read with Rule 7 of  the operating effectiveness of such controls. the Companies (Accounts) Rules, 2014.

Evaluate the appropriateness of accounting policies used and the reasonableness e. On the basis of written representations received from the directors as on 31 March  of accounting estimates and related disclosures made by management. 2020, and taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2020, from being appointed as a director in terms Conclude on the appropriateness of management’s use of the going concern basis section 164 (2) of the Act. of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt f. With respect to the adequacy of the internal financial controls over financial on the Company’s ability to continue as a going concern. If we conclude that a reporting of the Company and the operating effectiveness of such controls, refer to material uncertainty exists, we are required to draw attention in our auditor’s our separate report in “Annexure B”. report to the related disclosures in the standalone financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future 166 167 Annual Report 2019-20

g. With respect to the other matters to be included in the Auditor’s Report in accordance with the requirements of section 197(16) of the Act, we have to report that the Company has not paid any managerial remuneration. ANNEXURE - A TO THE AUDITORS’ REPORT

(Referred to in paragraph 1 under the heading ‘Report on Other Legal and Regulatory Requirements’ section of our independent audit report of even date on standalone Financial Statements for the year ended 31st March h. With respect to the other matters to be included in the Auditor’s Report in 2020) accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, as amended in our opinion and to the best of our information and according to the 1. In respect of fixed assets of the Company explanations given to us: a) The Company has maintained proper records showing full particulars, including (i) Company does not have any pending litigations which would impact its quantitative details and situation of fixed assets. financial position; b) The fixed assets were physically verified during the year by the management. (ii) The Company did not have any long-term contracts including derivative According to the information and explanations given to us, no material contracts for which there were any material foreseeable losses. discrepancies were noticed on such verification.

(iii) There were no amounts which are required to be transferred to the Investor c) As per the information and explanation given to us, the Company is not holding any Education and Protection Fund by the Company. immovable assets.

For Krishnamoorthy and Krishnamoorthy 2. The Company is a service company. Accordingly, it does not hold any physical Chartered Accountants inventories. Thus, paragraph 3(ii) of the Order is not applicable. Firm Reg No.001488S

Sd/- 3. The Company has not granted any loans, secured or unsecured to companies, firms or other parties covered in the register maintained under section 189 of the Companies R.Venugopal Act, 2013. Partner Membership No.202632 Udin: 20202632AAAAEA6911 4. In our opinion and according to the information and explanations given to us, the Kochi Company has complied with the provisions of Sections 185 and 186 of the 29.08.2020 Companies Act, 2013 in respect of grant of loans, making investments and providing guarantees and securities, as applicable.

5. In our opinion the Company has not accepted any deposits within the meaning of Sections 73 to 76 of the Act and Companies (Acceptance of Deposits) Rules, 2014 (as amended). Accordingly, the provisions of clause 3(v) of Order are not applicable

6. According to the information and explanation given to us, the Central Government has not prescribed the maintenance of cost records under section 148 (1) of the Companies Act, 2013 for the services rendered by the Company.

7. a) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the company is generally regular in depositing undisputed statutory dues including provident fund, employees' state insurance, income tax, sales-tax, goods and services tax, duty of customs, duty of excise, value added tax, cess and any other statutory dues to the appropriate

168 169 Annual Report 2019-20

authorities to the extent applicable to the Company. According to the entered into non-cash transactions with directors or persons connected with him. information and explanations given to us, no material undisputed amounts payable Accordingly, paragraph 3(xv) of the Order is not applicable. in respect of statutory dues were in arrears as at 31st March 2020 for a period of more than six months from the date they became payable. 16. The company is not required to be registered under section 45-IA of the Reserve Bank b) According to the information and explanation given to us there are no disputed of India Act 1934. amounts of tax which have not been deposited with the authorities as at 31st March 2020. For Krishnamoorthy and Krishnamoorthy Chartered Accountants 8. As per information and explanation furnished to us and according to our examination Firm Reg No.001488S 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 Sd/- borrowings from the Government. R.Venugopal Partner 9. According to the information and explanations given to us and the records of the Membership No.202632 Company examined by us, no moneys were raised by way of initial public offer or Udin: 20202632AAAAEA6911 further public offer (including debt) or term loans. Accordingly, the reporting Kochi requirement under clause (ix) of paragraph 3 of the Order is not applicable 29.08.2020

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

11. According to the information and explanations give to us and based on our examination of the records of the company, the company has not paid any managerial remuneration.

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 177 and 188 of Companies Act, 2013 and the details have been disclosed in the Financial Statements as required by the applicable accounting standards.

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

15. According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not

170 171 Annual Report 2019-20

Our responsibility is to express an opinion on the Company's internal financial controls with Opinion reference to financial statements of the Company based on our audit. We conducted our In our opinion, to the best of our information and according to the explanations given to us, audit in accordance with the Guidance Note on Audit of Internal Financial Controls over the Company has, in all material respects, an adequate internal financial controls with Financial Reporting (the “Guidance Note”) and the Standards on Auditing, issued by ICAI reference to financial statements and such controls were operating effectively as at March and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the 31, 2020, based on the internal financial control over financial reporting criteria established extent applicable to an audit of internal financial controls, both applicable to an audit of by the Company considering the essential components of internal control stated in the Internal Financial Controls and, both issued by the Institute of Chartered Accountants of Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by India. Those Standards and the Guidance Note require that we comply with ethical the ICAI. requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls with reference to financial statements were established For Krishnamoorthy and Krishnamoorthy and maintained and if such controls operated effectively in all material respects. Chartered Accountants Firm Reg No.001488S Our audit involves performing procedures to obtain audit evidence about the adequacy of Sd/- the internal financial controls system with reference to financial statements and their operating effectiveness. Our audit of internal financial controls with reference to financial R.Venugopal statements includes obtaining an understanding of internal financial controls, assessing Partner the risk that a material weakness exists, and testing and evaluating the design and Membership No.202632 operating effectiveness of internal control based on the assessed risk. The procedures Udin: 20202632AAAAEA6911 selected depend on the auditor’s judgment, including the assessment of the risks of Kochi material misstatement of the financial statements, whether due to fraud or error. 29.08.2020

172 173 Annual Report 2019-20

GOSREE INVESTMENT AND RISK SERVICES PRIVATE LIMITED GOSREE INVESTMENT AND RISK SERVICES PRIVATE LIMITED st Balance Sheet as at 31 March 2020 Statement of Profit and Loss for the year ended 31st March 2020

As at As at For the year For the year PARTICULARS Note no 31.03.2020 31.03.2019 ended ended PARTICULARS Note no Rs Rs 31.03.2020 31.03.2019 I EQUITY AND LIABILITIES Rs Rs 1 Shareholders' Funds I INCOME a. Share Capital 3 1,00,000 1,00,000 Income from operation 9 212278 - b. Reserves and Surplus 4 1,25,223 (17,428) Total Revenue 212278 - 2,25,223 82,572 ll EXPENSES 2 Current Liabilities a. Other Expenses 10 30458 20184 a. Other Current Liability 5 22,500 15,000 Total Expenses 30458 20184 b. Short Term provisions 6 23,291 - 45,791 15,000 lll Profit/(Loss) before tax (I - II) 181820 (20,184) IV Tax expense: Total 2,71,014 97,572 a. Current tax 39170 - b. Deferred Tax II ASSETS c. Prior Period Taxes 2 Current assets V Profit for the Year (lll - lV) 142650 (20,184) a. Cash and Cash Equivalents 7 2,48,789 75,649 b. Trade Receivables 8 22,225 21,923 VI Earnings per share(Basic/Diluted) (in Rs) 11 14.27 (2.02) Total 2,71,014 97,572 Significant Accounting Policies and Notes on 1,2,and Accounts 12-14 Significant Accounting Policies 1,2,and and Notes on Accounts 12-14 The accompanying notes are an integral part of the financial statements. As per our separate report of even date attached The accompanying notes are an integral part of the financial statements. For Krishnamoorthy & Krishnamoorthy For and on behalf of the Board As per our separate report of even date attached Chartered Accountants For Krishnamoorthy & Krishnamoorthy For and on behalf of the Board (Registration No: 001488S) Sd/- Sd/- Chartered Accountants P.G. Jayakumar Jagadeesan T S (Registration No: 001488S) Sd/- Sd/- Director Director P.G. Jayakumar Jagadeesan T S Sd/- DIN :3390963 DIN: 6775429 Director Director R.Venugopal Sd/- DIN :3390963 DIN: 6775429 Partner R.Venugopal M No 202632 Partner Kochi M No 202632 29..08.2020 Kochi UDIN: 20202632AAAAEA6911 29..08.2020 UDIN: 20202632AAAAEA6911

174 175 Annual Report 2019-20

GOSREE INVESTMENT AND RISK SERVICES PRIVATE LIMITED, COCHIN GOSREE INVESTMENT AND RISK SERVICES PRIVATE LIMITED Significant Accounting Policies & Notes on Accounts CASH FLOW STATEMENT FOR THE YEAR ENDED 31st MARCH 2020 Note No: Particulars For year ended 31.03.2020 31.03.2019 1 NATURE OF OPERATION

Rs Rs GOSREE INVESTMENTS AND RISK SERVICES PRIVATE LIMITED was incorporated as a Private limited A . Cash flow from operating Activities company on September 1, 2016 to carry on the business of investment advisory services. Net Profit (Loss) before tax and extraordinary items 1,42,650 (20,184) Adjustment for: 2 SIGNIFICANT ACCOUNTING POLICIES Depreciation and amortization 2.1 Basis of Accounting Operating profit before working capital changes 1,42,650 (20,184) The financial statements of the Company are prepared in accordance with the Generally Accepted Movements in working capital : 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, Increase/ (decrease) in other current liabilities and provisions 7,500 - 2014 and other relevant provisions of the Companies Act, 2013 Decrease / (increase) in other current assets (302) 24,952 The Financial Statements are prepared under the historical cost convention, on accrual basis of Cash generated from /(used in) operations 1,49,848 4,768 accounting.

Direct taxes paid (net of refunds) 23,291 (5,950) 2.2 Use of Estimates Net cash flow from/ (used in) operating activities (A) 1,73,139 (1,182) 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 B. CASH FLOWS FROM INVESTING ACTIVITIES effects the reported amounts of revenue, expenses, assets and liabilities at the end of reporting Purchase of fixed assets, including CWIP - - period. The estimates and assumptions used in these financial statements are based upon the Investment in Subsidiary Companies - - management evaluation of the relevant facts and circumstances as of the date of the financial Interest received - - statements. The differences between actual result and estimates are recognized in the period in Net cash flow from/ (used in) investing activities (B) - - which the results are known/materialized. C. CASH FLOWS FROM FINANCING ACTIVITIES 2.3 Revenue Recognition Proceeds from Issue/ allotment of shares - - Revenue is recognised to the extent that it is probable that economic benefits will flow to the Net cash flow from/ (used in) financing activities (C) - - 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 Net increase/(decrease) in cash and cash equivalents (A + B + C) 1,73,139 (1,182) uncertainities). Cash and cash equivalents at the beginning of the year 75,650 76,832 B. Interest on deposits is recognized on a time proportion basis taking into account the amount Cash and cash equivalents at the end of the year 2,48,789 75,650 outstanding and the rate applicable. Interest income accrued but not due is shown separately in the financial statements. Components of cash and cash equivalents Cash on hand - 2.4 Employee Benefits With banks 2,48,789 75,650 A. Short Term Employee Benefits Total cash and cash equivalents 2,48,789 75,650 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. As per our separate report of even date attached For and on behalf of the Board B. Defined Benefit Plan- Gratuity to Employees For Krishnamoorthy & Krishnamoorthy No provision for gratuity is provided in the books of accounts as the number of employees fall Chartered Accountants Sd/- Sd/- below the minimum number required under the Payment of Gratuity Act, 1972. (Registration No: 001488S) P.G. Jayakumar Jagadeesan Director Director 2.5 Taxes on Income Sd/- DIN: 03390963 DIN: 6775429 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 R.Venugopal representing timing differences between accounting income and taxable income are recognised to Partner the extent considered capable of being reversed in subsequent years. Deferred tax assets are M No 202632 recognised only to the extent there is reasonable certainty that sufficient future taxable income will Kochi be available, except that deferred tax assets arising due to unabsorbed depreciation and losses are 29.08.2020 recognised if there is a virtual certainty that sufficient future taxable income will be available to UDIN: 20202632AAAAEA6911 realise the same. 176 177 Annual Report 2019-20

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

2.6 Earnings per share As at 31.03.2020 As at 31.03.2019 Basic/ diluted earnings per share is calculated by dividing the net profit or loss for the year Name of shareholder attributable to equity shareholders (after deducting attributable taxes) by the weighted average No. of shares % No. of shares % number of equity shares/ dilutive potential equity shares outstanding as at the end of the year as Gosree Finance Ltd. 9,300 93% 9,300 93% the case may be. 4 RESERVES & SURPLUS 2.7 Provisions, Contingent Liabilities and Contingent Assets As at 31.03.2020 As at 31.03.2019 (i) Provisions are recognised when the company has a present obligation as a result of a past event, for 4.1 Particulars Rs. Rs. which it is probable that a cash outflow will be required and a reliable estimate can be made of the Statement of Profit and Loss Account amount of the obligation. Provisions are not discounted to its present value and are determined As per Last Balance Sheet (17,428) 2,757 based on management estimate required to settle the obligation at the Balance Sheet date. These Transfer from Statement of Profit and Loss 1,42,650 (20,184) are reviewed at each Balance Sheet date and adjusted to reflect the correct management estimates. Reserves & surplus as at the end of the period 1,25,223 (17,428) (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 5 OTHER CURRENT LIABILITIES financial year company has no contingent liability or contingent asset. As at 31.03.2020 As at 31.03.2019 5.1 Particulars Rs. Rs. 3 SHARE CAPITAL Other current liabilities 22,500 15,000 Total 22,500 15,000 As at 31.03.2020 As at 31.03.2019

Particulars Rs. Rs. 6 SHORT TERM PROVISIONS Authorised: As at 31.03.2020 As at 31.03.2019 10,000 shares of Rs.10 each 1,00,000 1,00,000 6.1 Particulars Rs. Rs. Provison for Tax 23,291 1,00,000 1,00,000 Total 23,291 - Issued, Subscribed capital & Paid up Capital 10000 equity shares of Rs.10 each 7 1,00,000 1,00,000 CASH AND CASH EQUIVALENTS Total 1,00,000 1,00,000 As at 31.03.2020 As at 31.03.2019 7.1 Particulars Rs. Rs. Cash in Bank : in current 3.1 Terms/Rights attached to Equity Shares account 2,48,789 75,650 The company has only one class of equity shares having a par value of Rs.10 per share. Each holder Cheques on hand of equity shares is entitled to one vote per share. In the event of liquidation of the company, the Total 2,48,789 75,650 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 8 Trade Receivables (Unsecured, Considered Good) As at 31.03.2020 As at 31.03.2019 equity shares held by the shareholders. 8.1 Particular Rs. Rs. Outstanding for a period exceeding 6 months from the date they 3.2 Reconciliation of number of shares are due for payment 21,923 21,923 Particulars As at 31.03.2020 As at 31.03.2019 Others 302 - 22,225 21,923 No. of shares Rs. No. of shares Rs. INCOME Equity Shares at the beginning of the year 10,000 1,00,000 10,000 1,00,000 9 INCOME FROM OPERATION For the Year ended Shares issued during the period - - - - As at 31.03.2020 As at 31.03.2019 Number of shares 9.1 Particular Rs. Rs. outstanding at the end of the Income frome service 2,12,278 - year 10,000 1,00,000 10,000 1,00,000 2,12,278 -

178 179 Annual Report 2019-20

10 OTHER EXPENSES For the Year ended 13 On March 11, 2020, the World Health Organization declared COVID-19 a global pandemic and suggested guidelines for containment and mitigation worldwide. The impact of the COVID-19 As at 31.03.2020 As at 31.03.2019 pandemic on the Indian economy and the Company remains uncertain. The severity of its impact 10.1 Particulars Rs. Rs. will depend on its spread and duration, customer responses and the response of governments and regulators like the Insurance Regulatory and Development Authority of India. There has been no Audit fees 7,500 7,500 stress on the business portfolio of the Company as at the year end due to the nationwide lockdown Preliminary Expenses - - announced by the government. Based on the current estimates, the company expects to fully Professional Charges 13,500 9,800 recover the carrying amount of its assets as at March 31, 2020. The impact of COVID-19 remains Rates and Taxes - 1,350 uncertain and may be different from what we have estimated as of the date of approval of these Bank Charges - 1,534 standalone financial statements and the Company will continue to closely monitor any material Marketing Expenses 9,458 changes to future economic conditions. Total 30,458 20,184

10.2 Payment to statutory Auditors 14 Previous year’s figures have been regrouped and reclassified wherever necessary to conform to the For the Year ended current year’s classification. Figures are rounded off to the nearest rupee. As at 31.03.2020 As at 31.03.2019 Particulars Rs. Rs. As per our separate report of even date attached For Krishnamoorthy & Krishnamoorthy Audit fee 7,500 7,500 Chartered Accountants For and on behalf of the Board Other services - - (Registration No: 001488S) Total 7,500 7,500 Sd/- Sd/- Sd/- P.G. Jayakumar Jagadeesan 11 EARNINGS PER SHARE R.Venugopal Director Director For the Year ended Partner DIN: 03390963 DIN: 6775429 11.1 Particulars As at 31.03.2020 As at 31.03.2019 M No 202632 Rs. Rs. Kochi Net profit after tax as per Statement of Profit and Loss 29.08.2020 attributable to equity shareholders 1,42,650 (20,184) UDIN: 20202632AAAAEA6911 Weighted average number of Equity Shares 10,000 10,000 Earnings per Share (A /B) 14 (2) Face value per Equity Share 10 10 12 RELATED PARTY DISCLOSURE

12.1 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.

12.2 Related Party and Nature of Relationship

(i) Holding Company Gosree Finance Limited

12.3 Transactions with related Parties

Particulars Holding Company As at 31.03.2020 As at 31.03.2019 Rs. Rs. Equity Share Capital Held Gosree Finance Ltd. 93,000 93,000

180 181 SME loans & Beneficiaries of MICRO SME loans

182 www.gosree nance.com

Gosree Finance Limited 41/889-A3, Moopen Complex N.H.Bye pass, Service Road Padivattom, Edappally PO Cochin-682024, Kerala, India +91 484 2803854 +91 7593 877 877 info@gosree nance.com