upasana finance limited - bse india

UPASANA FINANCE LIMITEDRegd off: No.51 Hunters Road, Choolai, Chennai 600 112

Email id: [email protected] CIN: L65191TN1985PLC011503SCRIP Code: 511764 ISIN: INE819K01014

January 11, 2018

ToBSE LimitedP J Towers, Dalal Street,Mumbai 400 001

Dear Sir / Madam,

Sub: Annual Report of 32nd Annual General Meeting of the CompanyRef: AGM - 23.12.2017

Pursuant to Regulation 34 of SEBI (LODR) Regulations 2015, enclosed is 32nd Annual Reportfor the year ended March 31,2017 adopted in Annual General Meeting held on 23.12.2017.

We request you to take note of the same.

Thanking YouYours Faithfully

For UPASANA FINANCE LIMITED

7'SW~Director

THIRTY SECOND ANNUAL REPORTFOR THE YEAR ENDED

31ST MARCH 2017

UPASANA FINANCE LIMITED

UPASANA FINANCE LIMITED, CHENNAI - pOD 112 2

BOARD OF DIRECTORS SRI. R. RAMAKRISHNAN (Upto 4th October 2017)

SRI. S E S MANI (Upto 4th October 2017)

SRI ..S RAMAKRISHNAN (Upto 4th October 2017)

SMT- NALINI RAJESH .(Upto 4th October 2017)

SMT. BHAVIKA JAIN (From 4th October 2017)

SMT. KUSHBU JAIN (From 4th October 2017)

SMT. REKHA JAIN (From 4th October 2017)

SRI. BHARAT KUMAR DUGHAR (From 21st November 2017)

SRI. VELU (From 21st November 2017)

CHIEF EXECUTIVE OFFICER SRI. R SOMASUNDARAM (Upto 4th October 2017)

CHIEF FINANCIAL OFFICER &COMPANY SECRETARY

SRI. R KRISHNAN (Upto 4th October 2017)

BANKERS The Karur Vysya Bank Ltd.United Bank of IndiaState Bank of Mysore

AUDITORS MIS. SUNDARAM & SRINIVASANChartered Accountants23,C P Ramaswamy Road,Chennai - 600 018.

REGISTERED OFFICE No. 51, Hunters Road, Choolai,Chennai - 600112.Email: [email protected]

Green Initiative in the Corporate Governance

The Ministry of Corporate Affairs has taken a 'Green Initiative in the Corporate Governance'by allowing paperless compiiances by the companies and has issued circulars statingthat service of notice I documents including Annual Report can be sent bye-mail to itsmembers. To support this green initiative of the Government in full measure, memberswho have not registered their e-mail addresses, so far, are requested to register their e-mailaddresses, in respect of electronic holding with the Depository through their DepositoryParticipants. Members Who hold shares in physical form are requested to register theire-mail addresses with RTA of the Company.

U~ 009 -I'VN N3H:::>'03.LIV'lIl 3:::>N'VNI~\..I. vN'VS'Vdn

UPASANA FINANCE LIMITED, CHENNAI- 600 112

Upasana Finance LimitedCIN: L65191TN1985PLC011503

RegisteredOffice: 51 Hunters Road, Choolai, Chennai 600 112Phone: +91-44-43801111

E-mail: [email protected]: Website: www.upasanafinance.com

Notice to the ShareholdersNOTICE is hereby given that the Thirty SecondAnnual General Meeting of the Shareholders of the Company will be held at YMCA Madras Youth Centre,No. 6/74, Ritherdon Road, Vepery, Chennai 600 007 on Saturday 23rd December 2017 at 11.00am to transact the following business:

ORDINARY BUSINESS

1. To adopt the Audited Financial Statement for the year ended 31st March, 2017 together with Report of the Board of Directors and Auditors thereon."RESOLVED that the Audited financial statement for the year ended 31st March, 2017 together with the Auditors Report thereon and the Report of theBoard of Directors'for the financial year ended on that date be and are hereby approved and adopted."

2. To appoint Mis. KALYANASUNDARAM & CO Chartered Accountants, Chennai (FRN: 00016765) as Statutory Auditors of the Company.

"RESOLVED THAT Mis. KALYANASUNDARAM& CO, Chartered Accountants, Chennai (FRN: 0001676S), be and are hereby appointed as StatutoryAuditors of the Company under Section 139 of the Companies Act, 2013, In the place of Mis Sundaram & Srinivasan, Chartered Accountants, Chennai(Registration No. 004207S) whose tenure expires at the conclusion of the ensuing 32ndAnnuai General Meeting.

RESOLVED FURTHER THAT pursuant to Section 139 and other applicable provisions ofthe Companies Act, 2013, Mis. KALYANASUNDARAM& CO,Chartered Accountants, Chennai, will hold office as the Statutory Auditors of the Company, for a term of five consecutive years, till the conclusion of theAnnual General Meeting of the Company for the financial year 2021-2022, subject to ratification at every Annual General Meeting, on such remunerationas may be determined by the Board of.Directors of the Company, in addition to reimbursement of travelling and other out-of-pocket expenses actuallyincurred by them in connection with the audit."

SPECIAL BUSINESS

3. Appointment of Ms. Rekha Jain as Non-Executive Non Independent Director

To consider and if thought fit, to pass the following business, as an Ordinary Resolutions:

"RESOLVED that pursuant to the provisions of Section 152 and all other applicable provisions of the CompaniesAct, 2013 (including any statutory modification(s) or re-enactment thereof for the time being in force) and in pursuance of Articles of.Association of the Company, Ms Rekha Jain (holding DIN:07704034) appointed as an Additional Director effective 4th October 2017 and holding such office upto the date of the ensuing Annual General Meeting,be and is hereby appointed as a Non-Executive Non-Independent Director of the Company, whose period of office shall be liable to determination byretirement of Directors by rotation. .

RESOLVED FURTHER that the Directors of the Company be and are hereby severally authorised to do all such acts, deeds and things as may bedeemed necessary in this regard on behalf of the Company."

4. Appointment of Ms Bhavika Jain as Non-Executive Non Independent Director


"RESOLVEDthat pursuant to the provisions of Section 152and all other applicable provisions of the CompaniesAct, 2013 (including any statutory modification(s) or re-enactment thereof for the time being in force) and in pursuance of Articl~s of Association of the Company,Ms Bhavika Jain (holding DIN:07704015) appointed as an Additional Director effective 4th October 2017 and holding such office upto the date of the ensuingAnnual General Meeting,be and is hereby appointed as a Non-Executive Non-Independent Director of the Company, whose period of office shall be liable to determination byretirement of Directors by rotation.

RESOLVED FURTHER that the Directors of the Company be and are hereby·severally authorised to do all such acts, deeds and things as may bedeemed necessary in this regard on behalf of the Company."

5. Appointment of Ms Khushbu Jain as Non-Executive Non Independent Director


"RESOLVEDthat pursuant to the provisions of Section 152and all other applicable provisions of the Companies Act, 2013 (including any statutory modification(s) or re-enactment thereof for the time being in force) and in pursuance ofArticles of Association of the Company, Ms Khushbu Jain (holding DIN:07704023) appointed as an Additional Director effective 4th October 2017 and holding such office upto the date of the ensuing Annual General Meeting,be and is hereby appointed as a Non-Executive Non-Independent Director of the Company, whose period of office shall be liable to determination byretirement of Directors by rotation.


6. Appointment of Mr. Bharat Kumar Dughar as Non-Executive Independent Director


"RESOLVEDthat pursuantto the provisions of Sections 149, 152 and all other applicable provisions of the Companies Act, 2013 (including any statutorymodification(s) or re-enactment thereof for the time being in force) and in pursuance ofArticles of Association of the Company,Mr. Bharath Kumar Dughar(holding DIN: 07996160) appointed as an Additional Director effective 21st November 2017 and holding such office upto the date of the ensuing AnnualGeneral Meeting and in respect of whom the company has received a notice in writing from member under Section 160 of the Companies Act,2013 signifying his candidature as an independent director, be and is hereby appointed as an Independent Director of the company for a period of five years from21st November 2017, not liable to retire by rotation.

UPASANA FINANCE LIMITED, CHENNAI - 600 1126

RESOLVED FURTHER that the Directors of the.Company be and are hereby severally authorised to do all such acts, deeds and things as may bedeemed necessary in this regard on behalf of the Company,"

7. Appointment of Mr. Velu as Non-Executive Independent Director


"RESOLVED that pursuant to the provisions of Sections 149, 152 and all other applicable provisions olthe Companies Act, 2013 (including any statutory modification(s) or re-enactment thereof for the time-being in force) and in pursuance of Articles of Association of the Company, Mr. Velu (holdingDIN: 05267689) appointed as an Additional Director effective 21st November 2017 and holding such office upto the date of the ensuing Annual GeneralMeeting and in respect of whom the company has received a notice in writing from member under Section 160 of the Companies Act,2013 :;ignifyinghis candidature as an independent director, be and is hereby appointed as an Independent Director of the company for a period of five years from 21stNovember 2017, not liable to retire by rotation.


By Order of the BoardFor UPASANAFINANCE LIMITED

ChennaiNovember 21, 2017

-SdBHAVIKAJAIN

DirectorDIN: 07704015

. NOTES:1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY TO ATTENDAND VOTE ON POLL INSTEAD OF HIMSELF/HERSELFAND SUCH PROXY NEED NOT BEAMEMBER. A Person can act as a proxy on behalf of members not exceeding fiftyand holding in the aggregate not more than ten percent of the total voting share capital of the Company.A member holding more than ten percent of the total voting share capital of the Company may appoint a single person as proxy and such person shalt not act as a proxy for any other person or shareholder.

•2. The instrument appointing proxy should be deposited either at the Registered Office of the Company or at the office of the Company's Share TransferAgents viz. Integrated Registry Management Services Private Limited, Kences Towers, 2nd Floor, No.1, Ramakrishna Street, North Usman Road, TNagar, Chennai - 600017 at least 48 hours before the commencement ot the meeting. Proxy form enclosed.

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

A) liwestors holding shares in physical mode are requested to intimate / update the bank account details viz, Bank Name, Bank Branch,Account Number,MICR No., IFSC Code along with a copy of the cancelled cheque to the company / R&STAfor updating the records.

B) Investors holding shares in demat mode are requested to intimate / update the bank accouni details along with other details as may be required bytheir concerned Depository Participant.

4. Register of Members and the Share Transfer Books of the Oompany will remain closed from 16th December, 2017, to 23rd December, 2017 (bothdays inclusive).

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

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

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

a) any change in their address/mandate/bank detailsb) particulars of their bank account, in case they have not been sent earlierc) nomination' in Form SH-13, in duplicate, as provided under Section 72 of the CompaniesAct, 2013, in case they have not been sent earlierd) share certificate(s) held in multiple accounts in identical names or joint accounts in the same order of names, for consolidation of such shareholdingsinto one account

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

8. Members, holding shares in electronic form, may please note that, as per the applicable regulations of the Depositories, the bank details as furnishedby the respective Depositories to the Companywill be printed on the dividend warrants issued from time to time. The Company will not entertain any directrequest from such members for deletion of I change in such bank details. Further, instructions if any, already given 'by members in respect of shares inphysical form will not be automatically applicable to the dividend payable on shares in electronic form. Members may, therefore, give instructions regarding bank accounts in which they wish to receive dividend, directly to their Depository Participants.

Members holding shares in electronic form are requested to advise change of their address and nomination to their Depository participants.

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

UPASANA FINANCE LIMITED, CHENNAI- 600 112 7

10. Members are requested to affix their signatures at the space provided on the Attendance slip and handover the slip at the entrance of the meeting hall.Corporate members are requested to send a duly certified copy of the board resolution / power of attorney authorizing their representatives to attend andvote at the annual general meeting. As a measure of economy, copies of Annual Report will not distributed at the venue of the Annual general meeting.Members are, therefore, requested to bring their copies of the Annual Report to the meeting.

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

12.Voting through'electronic means and at the AGM:

(i) In compliance with provisions of Section 108of the CompaniesAct, 2013, readwith Rule 20 of the Companies (Management andAdministration) Rules,2014 as amended by the Companies (Management andAdministration) Amendment Rules, 2015 and Regulation 44 of the SEBI (Listing Obligations andDisclosure Requirements) Regulations, 2015, the Company is pleased to provide its members the facility to exercise their right to vote on resolutions proposed to be considered at the 32ndAnnual General Meeting (AGM) by electronic means and the business may be transacted through e-voting services.The facility of casting the votes by the members using an electronic voting system from a place other than venue of the annual general meeting ("remotee-voting") will be provided by National Securities Depository Limited (NSDL).

(ii) The facility for voting through ballot paper shall be made available at the AGM and the members attending the meeting who have not cast their voteby remote e-voting shall be able to exercise their right at the meeting through ballot paper.(iii)A member may participate in the meeting even after exercising his right to vote through remote e-voting but shall not be allowed to vote again atthemeeting.

(iv) the remote e-voting period commences on 19th December, 2017 (9.00 a.m. Indian Standard Time) and ends on 22nd December, 2017 (5.00 p.m.Indian Standard lime). During this period, shareholders' of the Company, holding shares whether in physical form or in dematerialized form, as on the cutoff date i.e. 16th December, 2017 may cast their votes by remote e-voting. The remote e-voting module shalt be disabled by NSDL for voting thereafter.Once the vote on a resolution is cast by the shareholder,the shareholder shall not be allowed to change it subsequently.

(v) The,process and manner of remote e-voting are as follows:-

(A) In case a Member recelves an email from NSDL, whose email IDs is registered with the Company/ Depository Participant(s).

1) Open email and open PDF file named _ "Upasana Finance Limited remote e-voting pdf' with the Client ID or Folio No. as password. The said PDF filecontains the user to and password I PIN for e-voting. Please note that the password is an initial password, which the member may change. You will notreceive this PDF file if you are already registered with NSDL for e-voting

2) Launch internet browser by typing the URL: http://www.evoting.nsdl.com/

3) Click on Shareholder _ Login

4) Type the USER I,Dand PASSWORD as initial password I PIN noted in Step (i) above. Thereafter, Click Login

5) Password change menu will appear now. Change the password I PIN with new password with minimum 8 digits I characters or combination thereof.You may also enter a secret question and answer of your choice to retrieve your password in case you forget it. You make a note of the new password. Itis strongly recommended not to share the password with any other person and take utmost care.to keep the password confidential.

6) Home page of e-voting opens. Click on e-voting and select Active voting cycles.

7) Setect "EVEN" of Upasana Finance Limited.

8) Now, the members may cast the vote as the page.opens.

9) Members may cast their vote by seleciing appropriate option and click on "Submit" and also "Confirm" when prompted.

10) Upon confirmation, the message "Vote cast successfully" will be displayed.

11)Once a member has voted on the.resolution, the member will not be allowed to modify the vote.

12) Institutional Shareholders (i.e. other than individuals, HUF, NRI etc.,) are required to send scanned copy (pdf I jpeg format) of therelevant Board Resolution together with attested specimen signature of the duly authorised signatory(ies) vote to Scrutiniser through email [email protected] with a copy marked to evoting @nsdl.co.in

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

a. Initial password Is provided on the Attendance Slip for the AGM:

b. The Member may follow all steps from serial no. (2) to (12) in (A) above to cast the vote.(vi) In case of any queries, the member may refer the frequently asked questions (FAQs) for shareholders and e-voting user manual for shareholdersavailable at the download section of www.evoting.nsdl.com or contact NSDL at the toll free no 1800-222-990.

(vii) If the member is already registeredwith NSDL for e-voting then the member can use the existing USER ID and PASSWORD I PIN for casting the vote.

(viii) Members can also update theirmobile numberand email id in the user profile details ofthe folio, which may be used for sending future communications.

(ix) The voting rights of the shareholders shall be in proportion to their shares of the paid-up equity share capital of the company as on the cut-off dateof 16th December, 2017.

UPASANA FINANCE LIMITED, CHENNAI - 600 112 8

(x) Any person, who acquires shares of the Company and becomes memberof the Company after dispatch of the notice and holding shares as of thecut-off date i.e. 16th December, 2017 may obtain the login 10 and password by sending an email [email protected]@nsdl.co.in bymentioning their Folio No.lDP 10 and Client 10 No. However, if you are already registered with NSDL for remote e-voting then you can use your existinguser 10 and password for casting your vote. .

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

(xii) The Company has appointed Mr. Balu Sridhar, Partner A. K. Jain & Associates, Company Secretaries in Practice, as Scrutiniser for conducting theremote e-voting process and voting through ballot papers at the AGM in a fair and transparent manner.

(xiii) The Scrutiniser shall, immediately after the conclusion of voting at general meeting, count the votes cast at the meeting and thereafter unblock thevotes cast through remote e-votinq in the presence of at least two witnesses not in the employment of the Company. Scrutiniser shall within 3 days ofconclusion of the meeting submit a consolidated scrutiniser report of the total votes cast in favour or against, if any, to the Chairman of the meeting or anyother Director authorised by him in writing who shall countersign the same and declare the 'result of the voting forthwith.

(xiv) Subject to receipt of requisite number of votes, the resolutions shall be deemed to be passed on the date of the meeting, i:e., 23rd December 2017.The results along with the Scrutinisers Report shall be placed on the website of the Company www.upasanafinance.com and on the website of NSDLimmediately after the declaration of result by the Chairman of the meeting or any other director authorized by him in writing. The results shall also becommunicated to the Stock Exchanqeviz, BSE Limited, Mumbai.13. Particulars of directors seeking appointment in this Annual General Meeting as required to be furnished under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

By Order of the BoardFor UPASANAFINANCE LIMITED


-SdBHAVIKAJAIN

DirectorDIN: 07704015

NAME OF THE DlJ,ffiCTOR Ms. REKHA JAIN Ms. BHAVIKAJAIN Ms. KHUSHBU JAIN<,

Date of Birth 2811011961 05/0711982 01103/1984

Date of Appointment on the Board 04110/2017 04/10/2017 04/10/2017as a Director

Qualification Under Graduate Graduate. Graduate

List of Outside Directorships held Nil Nil Nil

Chairman 1Member of the commit- Nil Nili3 Niltees of the Board of Directors of thecompany

No of shares held in company 10,00,200 11,77,512 10,00,000

NAME OF THE DIRECTOR Mr. BHARAT KUMAR DUGHAR Mr. VELU

Date of Birth 12110/1975 25/0811970

Date of Appointment on the Board as a Director 21111/2017 21111/2017

Qualification , Graduate Graduate

List of Outside Directorships held Nil 2

Chairman 1Member of the committees of the 3/Nil Nil/3Board of Directors of the company

No of shares held in company 0 0

STATEMENTOF MATERIAL FACTS PURSUA.NTTO SECTION 102(1) OF THE COMPANIESACT, 2013

ITEM NO.3Pursuantto the recommendation by the Nomination and Remuneration Committee under Section 178(2) of the CompaniesAct, 20.13(The 'Act') and theSEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors have. on October 4.2017. appointed Ms Rekha Jainas anAdditional Director of the Company. pursuant to Section 161and other applicable provisions of the Act. As anAdditional Director Ms Rekha Jain, willhold such office up to the date of Annual General Meeting scheduledon 23.12.2017. The Company has received consent from Ms Rekha Jain to act as a.director and also a declaration under Section 164 of the Act that she is not disqualified from being appointed as a Director.The proposed resolution seeksthe approval of members for the appointment of Ms Rekha Jain as a Non-Executive Non-Independent Directors of the Company pursuant to Section 152and other applicable provisions of the Companies Act. 2013. The Company has received a notice in writing under the provisions of Section 160 of theCompanies Act. 2013. along with requisite deposit amount, from a member proposing the candidature of Ms Rekha Jain for the office of Non-ExecutiveNon-Independent Director. to be appointed as such under the provisions of Section 152of the CompaniesAct, ;2013.The Board recommends the appointment of Ms Rekha Jain as Non-Executive Non-Independent Director liable to retire by rotation.

. UPASANA FINANCE LIMITED, CHENNAI - 600 112 9

Concern or interest, financial or otherwise of Directors and Key Managerial Personnel and their relatives:Ms Rekha Jain, Director may be deemed to be interested in this item of business since it relates to her appointment.

Ms Bhavika Jain and Ms Khushbu Jain may also be deemed to be interested, being relatives of Ms Rekha Jain.

No other Director or key managerial personnel or their relative is concerned or interested in this item of business.Other details as required under Secretarial Standards on General Meetings (SS-2) and the SEBI (Listing Obligations and Disclosure Requirements)Regulations, 2015 are furnished separately,which form part of this statement.

ITEM NO.4Pursuant to the recommendation by the Nomination and Remuneration Committee under Section 178(2) of the CompaniesAct, 2013 (The 'Act') and theSEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors have on October 4, 2017, appointed Ms Bhavika Jainas Additional Director of the Company, pursuant to Section 161 and other applicable provisions of the Act. As anAdditional Director. Ms Bhavika Jain willhold such office up to the date of Annual General Meeting scheduled on 23.12.2017. The Company has received consent from Ms Bhavika Jain to act as adirector andalso a declaration under Section 164 of theAct that she is not disqualified from being appointed as a Director.The proposed resolution seeksthe approval of members for the appointment of Ms Bhavika Jain as a Non-Executive Non-Independent Director of the Company pursuant to Section 152and other applicable provisions of the Companies Act, 2013. The Company has received a notice inwriting under the provisions of Section 160 of theCompaniesAct, 2013, along with requisite deposit amount, from a member proposing the candidature of Ms Bhavika Jain for the office of Non-ExecutiveNon-Independent Director, to be appointed as such under the provisions of Section 152of the CompaniesAct, 2013. The Board recommends the appointment of Ms Bhavika Jain as Non,Executive Non-Independent Director liable to retire by rotation.

Concern or interest, financial or otherwise of Directors and Key Managerial Personnel and their relatives:

Ms Bhavika Jain, Director, may be deemed to be interested in this item of business since it relates to her appointment.

Ms Rekha Jain, and Ms Khushbu Jain may also be deemed to be interested, being relatives of Ms Bhavika Jain.

No other Director.or key managerial personnel or their relative is concerned or interested in this item of business.Other details as required under Secretarial Standards on General Meetings (8S-2) and the SEBI (Listing Obligations and Disclosure Requirements)Regulations, 2015 are furnished separately, which form part of this statement

ITEM NO.5.Pursuant to the recommendation by the Nomination and Remuneration Committee under Section 178(2) of the Companies Act, 2013 (The 'Act') and theSEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Soard of Directors have on October 4, 2017, appointed Ms Khushbu JainasAdditional Director of the Company,pursuant to Section 161 and other applicable provisions of theAct. As anAdditional Director,Ms Khushbu Jain willhold such office up to the date of Annual General Meeting scheduled on 23.12.2017. The Company has received consent from Ms Khushbu Jain to actas a director and also a declaration under Section 164 of the Act that she is not disqualified from being appointed as a Director.The proposed resolutionseeks the approval of members for the appointment of Ms Khushbu Jain as a Non-Executive Non-Independent Director of the Company pursuant toSection 152 and other applicable provisions of the Companies Act, 2013. The Company has received a notice in writing under the provisions of Section160 of the Companies Act, 2013, along with requisite deposit amount, from a member proposing the candidature of Ms Khushbu Jain for the office ofNon-Executive Non-Independent Director, to be appointed as such under the provisions of Section 152 of the Companies Act, 2013. The Board recommends the appointment of Ms Khushubu Jain as Non-Executive Non-Independent Director liable to retire by rotation.


Ms Khushbu Jain Director may be deemed to be interested in this item of business since it relates to her appointment.

.Ms Rekha Jain, and Ms Bhavika Jain may also be deemed to be interested, being relatives of Ms Khushbu Jain..

No other Director or key managerial personnel or their relative is concerned or interested in this item of business.Other details as required under Secretarial Standards on General Meetings (SS-2) and the SEBI (Listing Obligations and Disclosure Requirements)Regulations,2015 are furnished separately, which form part of this statement

ITEM NO.6Pursuant to the recommendation by the Nomination and Remuneration Committee under Section 178(2) of the CompaniesAct, 2013 (The 'Act') and theSEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors have on November 21,2017, appointed Mr. BharatKumar Dughar as Additional Director of the Company, pursuant to Section 161 and other applicable provisions of the Act. In terms of Section 149 of theAct, Mr. Bharat Kumar Dughar is designated as Independent Director of the Company for a term of five years effective from November 21,2017. As anadditional director he holds office upto the date of ensuing Annual General Meeting scheduled to be held on 23.12.2017. The Company has receivedconsent from Mr. Sharat Kumar Dughar to act as a director, declarationunder section 164 that he is not disqualified from being appointed as Directorand a declaration to the effect that he meets the criteria of Independence as provided under Section 149 of the Act. The proposed resolution seeks theapproval of members for the appointment of Mr. Bharat Kumar Dughar as a Non-Executive Independent Director of the Company for a term of five yearseffective from November 21, 2017 and shall not be liable to retire by rotation.


Mr.Bharat Kumar Dughar, Director, may be deemed to be interested in this item of business since it relates to his appointment.

ITEM NO.7Pursuant to the recommendation by the Nomination and Remuneration Committee under Section 178(2) of the CompaniesAct, 2013 (The 'Act') and theSEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors have on November 21,2017, appointed Mr. Velu asAdditional Director of the Company, pursuant to Section 161 and other applicable provisions of the Act. In terms of Section 149 of the Act, Mr. Velulsdesignated as Independent Director of the Company for a term of five years effective from November 21, 2017. As an additional director he holds officeupto the date of ensuing Annual General Meeting scheduled to be held on 23.12.2017. The Company has received consent from Mr. Velu to act as adirector, declaration under section 164 that he is not disqualified from being appointed as Director and a declaration to the effect that he meets the criteriaof Independence as provided under Section 149 of the Act. The proposed resolution seeks the approval of members for the appointment of Mr. Velu as aNon-Executive Independent Director of the Company for a term of five years effective from November 21, 2017 and shall not be liable to retire by rotation.

Concern or interest, financial or otherwise of Directors and Key Managerial Personnel and their relatives:Mr. Velu, Director, may be deemed to be interested in this item of business since it relates to his appointment.


BOARD'S REPORT TO THE SHAREHOLDERSThe Directors have pleasure in presenting the Thirty SecondAnnual Report, together with the audited accounts for the year ended 31st March 2017.

1. FINANCIAL HIGHLIGHTS Rs.lLakhs

Income from Operations 2016-17 2015-16Income from Operations 133.70 127.47Less: Expenditure 67.61 74.73Profit Before Tax and Extraordinary Items 66.09 52.74

Less: Extraordinary items - -Less: Current Tax 7.50 7.25Less: Earlier Tax (0.25) 0.17Profit after Tax 58.84 45.32

2. OPERATIONSa) IncomeThe income from operations of the company for the year under review was at Rs.133.70 lakhs as against Rs, 127.471akhsduring the previous year.b)Profit after tax . .The profit after tax of the company for the year under review was Rs. 58.84 lakhs as againsi Rs. 45.32 lakhs during the previous year.3. MANAGEMENT DISCUSSION AND ANALYSISa)Classification by Reserve Bank of India (RBI)The company is registered with RBI as Non Deposit taking Non-Banking Financial Company (NBFC-ND) and has a valid certificate of Registration.b).BusinessReview .The Company continues to concentrate upon recovery of overdue receivables. Even while pursuing the legal route, the company attempts negotiationswith customersfor early recovery of debts.(c) Future OutlookThe Company is not entering into fresh contracts for business and is continuing to concentrate upon recovery of overdue receivables and is hopeful thatthe impact of this approach on the net worth will be more beneficial to the Company.4. DIVIDENDIn view of inadequate accumulated profit, the Directors do not recommend any dividend for the year under review.5. TRANSFER TO RESERVESAn amount of Rs.11,76,8071-(Lastyear Rs.9,06,498/-) has been transferred to Special Reserve as per the requirement under Section 45 IC of the Reserve Bank of IndiaAct, 1934. The company has not transferred any amount to the general reserves..6. EXTRACT OF ANNUAL RETURNAn extract of the annual return in Form MGT-9 is appended as Annexure I to this Report.7. CORPORATE GOVERNANCEPursuant to regulation 15(2)(a) of SEBI (Listing Obligations and Disclosure Requirements) (LODR) Regulations 20.15prescribes that, regulation 27 ofLODR Regulations is not applicable for Companies having paid up equity share capital not exceeding Rs.10 Crores and Net worth not exceedrnq RS.25Crores as on the last day of the previous year. As the Equity Share Capital of Upasana Finance Limited is Rs. 4.28 Crores and Networth is Rs. 12.16Crores as on 31st March 2016, regulation 27 is not applicable to the Company.8.DIRECTORSThe existing composition of the company's board is fully in conformitywith the applicable provisions of the CompaniesAct, 2013with regard to IndependentDirectors and women directors during the year ended 31st March 2017.Sri R Ramakrishnan (Din No.00236673), Sri S Ramakrishnan(Din No.00270433),Sri S E S Mani (Din No 00686011) and Smt.Nalini Rajesh (Din No.07140228), the directors of the company have resigned with effect from October 4,2017. The Board has co-opted Ms. Rekha Jain (Din No.07704034),Ms. Bhavika Jain (Din No. 07704015) and Ms. Khushbu Jain (Din-No. 07704023) as additional directors with effect from October 4,2017 based on therecommendations made by the Nomination and Remuneration Committee. .Mr. Bharat Kumar Dughar (Din No. 07996160) and Mr.Velu (Din No.05267689) have been appointed asAdditional I Independent director of the Companywith effect from November 21, 2017 based on the recommendations made by the Nomination and remuneration committee.Necessary resolution for their appointment I confirmation is being placed for approval of the members at the AGM. The board recommends theirappointment as directors of the Company.A brief resume of theirs and other relevant information will be furnished in the notice convening the AGM.9-.DIRECTORS' RESPONSIBILITY STATEMENTThe Directors confirm that-a)in thepreparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to materialdepartures;b)the directors have selected such accounting policies and applied them consistently, and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that year.c)the directors have taken proper and sufficient care for the maintenance of.adequate accounting records in accordance with the provisions of theCompaniesAct, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities. .d)the directors have prepared the annual accounts on a going concern basis.e) the directors have laid down internal financial controls which are adequate and are operating effectively.f) the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate andoperating effectively.10.DECLARATION BY INDEPENDENT DIRECTORSAll the independent directors have submitted the declaration of independence, as required pursuant to Section 149(7)of the CompaniesAct, 2013 statingthat they meet the criteria of independence as laid down section 149(6) of the CompaniesAct, 2013.


11. BOARD MEETINGSDuring the financial year 2016-2017, six board meetings were held respectively on 29th April 2016, 20th May 2016, 9thAugust 2016, 14thNovember, 2016,13th February 2017and27th February 2017. Sri R Ramakrishnan, Director, and Sri S E S Mani, Director attended all the meetings. Smt Nalini Rajesh,Director and. Sri S Ramakrishnan, Direct?r attended five meetings of the Board.

12. COMMITTEES OF THE BOARDCurrently, in line with the statutory requirement, the Board has three committees namely the audit committee, nomination and remuneration committeeand stakeholder's relationship committee.

a) Audit CommitteeThe committee consisted of Sri R Ramakrishnan, Sri S Ramakrishnan and Sri S E S Mani all independent non-executive directors. Sri R Ramakrishnanis the Chairman of the Committee. Mr. R Krishnan, CFO & Company Secretary, is the Secretary of the Committee. The Audit Committee met four timesduring the financial year on 20th May 2016, 9thAugust 2016, 14thNovember, 2016 and 13th February 2017.Sri R Ramakrishnanand Sri S E S Maniattended all the meetings. Sri S Ramakrishnan attended three meetings. The terms of reference interalia include the recommendation for appointment,remuneration and terms of appointment of auditors of the company, examinations of the financial statement and the auditors 'report thereon and othermatters specified for audit committees under Section' 177 of the Companies Act, 2013 and SEBI Listing Regulations, 2015.

The Committee at present consists of following Directors as its members

Name Designation Category

Mr. Bharat Kumar Dughar Chairman NEID

Mr. Velu Member NEID

Ms. Bhavika Jain Member NED

b) Nomination and Remuneration CommitteeThe committee consisted of Sri R Ramakrishnan, Sri S Ramakrishnan and Sri S E S Mani all independent non-executive directors. Sri R Ramakrishnanwas is the Chairman of the Committee. The Committee met once during the financial year on 20th May 2016. All the members attended the meeting.

The Committee at present consists of following Directors as its members




Ms. Bhavika Jain Member NED ..c)Stakeholders Relationship CommitteeThe committee consisted of Sri R Ramakrishnan, Sri S Ramakrishnan and Sri S E S Mani Director all independent non-executive directors..Sri R r:1amakrishnanDirector is the Chairman of the Committee. The committee met once during the financial year on 29th March 2017. All the membersattended the meeting. •

The Committee at present consists of following Directors as its.members




Ms. Bhavika Jain Member NED

13. VIGIL MECHANISM/ WHISTLE BLOWER POLICYThe Board has adopted Whistle Blower Policy (vigil mechanism) in accordance with the provisions of the Companies Act, 2013, which provides a formalmechanism for all directors, individual employees and other stakeholders of the Company, to report their genuine concerns or grievances about unethicalbehavior, actual or suspected fraud, or violation of the Company's code of conduct and ethics. The policy also provides for adequate safeguards againstvictimisation of director(s)/ employees(s) who avail of the mechanism, and also provides direct access to the Chairman of the audit committee, Thewhistle blower policy is available in our website at the linkhttp://www.upasanafinance.com/pdfIWHISTLE-BLOWER-POLlCY.pdf

14. NOMINATION AND REMUNERATION POLICYThe Board has, on the recommendation of the Nomination and Remuneration Committee.framed a policy for selection and appointment of Directors,Senior management and key managerial personnel and the remuneration of directors, key managerial personnel and other employees. The Nomination.and Remuneration Policy is attached in Annexure II of this report.

15. CHANGES IN DIRECTORS/ KEY MANAGERIAL PERSONNEL

Ms. Rekha Jain, Ms. Bhavika Jain and Ms. Khushbu Jain were appointed as Additional directors of the Company with effect from 4th October 2017

Sri. Bharat Kumar Dughar and Sri. Velu were appointed as Additional/Independent directors of the Company with effect from November 21,2017.

Necessary resolutions are placed before the members in thenotice conveningAnnual General Meeting for confirmation of their appointment.

Smt. Nalini Rajesh, Sri R Ramakrishnan, Sri S Ramakrishnan and Sri S E S Mani, the directors of the company have resignedwith effect from 4th October2017


Pursuant to section 203 of the Companies Act, 2013 the following were the Whole time Key Managerial Personnel of the company for the year ended31stMarch 2017.

Sri R Somasundaram Chief Executive OfficerSri RKrishnan, Chief Financial Officer and Company SecretarySri RSomasundaram, CEO and R Krishnan CFO & Secretary have resigned from their respective positions with effect from 4th October 2017.

Pursuant to the share purchase agreement and approval letter from Reserve Bank of India, Ms Bhavika Jain, Ms Rekha Jain and Ms Kushbu Jain have acquired 30,00,200 shares from Sri Suresh Krishna, Smt Usha Krishna, Smt Arathi Krishna, Smt Arundathi Krishna at a consideration of Rs. 40/- per share.

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

17. SEPERATE MEETING OF INDEPENDENT DIRECTORSAs stipulated by the Code for Independent Directors under the CompaniesAct, 2013 a separate meeting of the Independent Directors of the Companywasheld On29th March, 2017 to review the performance of the Board as a whole taking into account the views of the non-executive director. The independentDirectors also reviewed the quality, content and timeliness of the flow of information between the Management and the Board and its committees, which isnecessary to effectively and reasonably perform and discharge their duties. The directors were satisfied with the evaluated results.All the three independent directors, namely, Sri R Ramakrishnan, Sri S Ramakrishnan, and Sri S E S Mani attended the meeting on 29th March 2017.

1S.PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURESThe particulars required under Section 197(12) of the Companies Act, 2013, read with rule 5(1) of the Companies Appointment and Remuneration ofManagerial Personnel) Rules, 2014 is annexed to this Report as Annexure III and forms part of this report. Pursuant to Section 136 (1) of the CompaniesAct, 2013, the report of the Board of Directors is being sent to all the shareholders of the Company excluding the statement prescribed under Rule 5 (2)of the Companies (Appointment and Remuneration) Rules, 2014. The statement is available for inspection by the shareholders at the Registered Officeof the Company during business hours.

19. AUDITORSalSTATUTORY AUPITORSPursuant to Section 139 of the Companies Act, 2013, Mis Sundaram& Srinivasan, CharteredAccountants, Chennai were appointed as StatutoryAuditorsof the Company at the 29thAnnual GeneralMeeting held on 26thSeptember, 2014 for a consecutive period of three years, upto the conClusionof the 32ndAnnual General Meeting. In terms of third proviso under Section 139(2) of the Companies Act, 2013, the tenure of the incumbent Auditors ceases uponthe conclusion of ensuingAnnual General Meeting.The Board of Directors place on record their sincere appreciation for the valuable.services rendered byMis Sundaram& Srinivasan, CharteredAccountants, Chennai as statutory auditors of the company since its inception. TheAuditors' report for the financialyear ended 31st March 2017 does not contain any qualification, reservation or adverse remarks

The Board of Directors have recommended the appointment of Mis. Kalyanasundaram & Co, CharteredAccountants, Chennai as the statutory auditors ofthe Company, for a term of five consecutive years, till the conclusion of the Annual General Meeting of the Company for the financial year 2021-2022. TheCompany has received consent from them to serve as statutory auditors of the Company, if they are soappointed, They have also furnished necessarycertificate required under the Companies Act, 2013 conveying their eligibility for appointment.

blSECRETARIAL AUPITORS '.Pursuant to Section 204 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial personnel) Rules; 2014, theBoard of Directors have appointed Mis. Krishnamurthy & Co, Company secretaries, Chennai as the Secretarial Auditors of the Company to conduct theSecretarial Audit for the financiat year 2016-2017. The Secretarial Audit Report issued by Sri K Sriram, Practising Company Secretary (CP No.2215) ,Partner,Mis. S Krishnamurthy& Co., Company Secretaries, Chennai in Form MR-3 is enclosed vide Annexure IV and forms part of this report. The Secretarial Audit Report does not contain any qualification, reservation, observation or any other adverse remarks.

el INTERNAL AUPITORSThe Board of Directors, as per the recommendation of Audit Committee, appointed Sml Latha Raghunathan (membership.No.22689 with the Instituteof Chartered Accountants of India (ICAI), Partner L R Associates (Firm Regn. NO.001881Swith ICAI) as Internal Auditors of the Company pursuant toSection 138 read with Rule 13 of the Companies (Accounts) Rules, 2014 for the financial years 2014-15 to 2016-17.The internal audit report has beenreviewed by the audit committee.

The Board has appointed Sidharth Metha & Co, Chartered Accountants, Chennai (FRN: 008108S) as InternalAuditor for the year 2017-18.

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

21. RISK MANAGEMENTThe Company had identified certain business risks and also the measures for dealing with such risks which it faces in day to day operations of theCompany.As the company is concentrating in collection of overdues the traditional risks associated with Non-Banking Financial Companies like Creditrisk, currency risk, liquidity risk and interest rate risk are not applicable to the company. However the company faces operational risks relating to people,process, legalenvironment and external factors, investment risk and re9ulatory risks. The-companymanages these risks by prudently investing its funds,managing its people and complying with all the regulations. These risks are continuously reviewed and monitored by the management. The Board alsoreviews the risks and corrective actions and mitigation measures are ta~n as and when needed.

UPASANA FINANCE LIMITED, CHENNAI- 609112 13

22. DISCLOSURE UNDER THE SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION ANDREDRESSAL)ACT,~013There were no complaints/cases pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal)Act, 2013.23. GENERALThe company has nothing to report/disclose in respect of the following items as detailed below:a) There were no material changes and commitments, affecting the financial position of the Company, which have occurred between the end of thefinancial year of the Company to which the financial statements relate and the date of the report.b) The Company has no subsidiary, associate or Joint venture companies and hence reporting on the performance and financial position of them as perAOC 1 and preparation of consolidated financial statements are not applicable to the company.c) There is no change in the nature of business ofthe Company during the year.d) No company have become or ceased to be its subsidiaries, joint ventures or associates during the year under review.e) During the year under review, the Company has not accepted any deposits from the publicwithin the meaning of Section 73 of the CompaniesAct, 2013f) There are no significant and material orders passed by the regulatorsor courts or tribunals impacting the going concern status and company's operationsin future. .g) The company has not issued any equity shares with differential rights during the year under review. .til The company has not issued any shares includiog sweat equity shares to the employees under any scheme duringthe year under review.i) The company was not required to constitute a CSR Committee as the company has not met any of the thresholds mentioned in Section 135 of theCompanies Act, 2013 during the financial year under review. Hence reporting about policy on Corporate Social responsibility and the initiatives taken arenot applicable to the company.j) The provisions of section 186 is not applicable to the company and hence reporting under section 186 on loans, guarantees and investments does notarise.k) All related party transactionswere entered at arms'length basis and in the ordinary course of business.There were nomaterial contracts or arrangementswith related parties referred to in sub-section (1) of Section 188. Hence, FormAOC;'2 pursuant to the Companies (Accounts) Rules 2014 is not enclosedI) The Company has nothing to report on conservation of energy and technology absorption, There were no foreign exchange earnings or outgo for thecompany during the year.24. ACKNOWLEDGEMENTYour Directors wish to place on record their appreciation for the continued support from all those assisting the recovery of over dues. The Directors alsowish to thank the employees for their co-operation. .

- SdRekha JainDirectorDIN: 07704034

On behalf of the Board- Sd-Bhavika JainDirectorDIN: 07704015


FORM NO.MGT-9EXTRACT OF ANNUAL RETURN

as on the financial year ended 31st March, 2017[Pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the

Companies (Management and Administration) Rules, 2014}REGISTRATION AND OTHER DETAILS

Annexure-I

CIN L65191TN1985PLC011503

Registration Date , 25th January 1985

Name of the Company UPASANAFINANCE LIMITED

Category / Sub-Category of the Company Company limited by Shares / Non-gov1company

Address of the.Registered Office and contact details 51 Hunters Road, Choolai, Chennai 600 112Phone: +91-44-2847 8605E-mail: [email protected]

Whether listed company Yes. Listed in BSE Limited

Name,Address and Contact details of the Registrar and Transfer Mr Suresh Babu, Senior Vice PresidentAqent, if any. Integrated Registry Management ServicesPrivate Limited

Kences Towers, 2nd Floor, No.1,Ramakrishna Street, NorthUsman Road, T.Nagar,Chennai,600017Telephone: +91 4428140801-803

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

Name and description of main products / services NIC Code of the Product / service % of total turnover of the company

FinancialActivities 64-649 100.00%

I. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

S.No. Name and address of the Company CINIGLN Holding! % of shares ApplicableSubsidiary held Section

NOT APPLICABLE

II. SHAREHOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Eqnity)

(Z)(II)+(I)(II)=(II)llu!Ploq

I!NLS'6ZOOSLLZIZZIfl'LSL91'fSLS'6ZOOSLLZIZ6L09LSOOLIS-~l~qS~l[qndI~l0-l

a'I'LS'6ZOOSLZZIZZIfl'LSL91'fS09'S,S661'601Z6L09L90ZI'ff(Z)(II)10l-qnS

6£"06£'IU910IU9100'0ZZ17I-ZZ17I(AJ!~ads)Slal!lO(o

lp[lllIsaJOsssoxaU!

I~l!d~~31.l1ljSI~U!WOUllUIPloqsropjoqaraqs

8L'Zzn17£££zzOOO~Z17££861WZOLttOIOOO~ZOL176Ll~np!A!puI(!!

lp[~1Is(I01dnI~l!d~~31~ljSI~U!WOUllu!Pl0ljsiepjoqaraqs

,9L'086'ZZ1716Z86ZU£69Z6168ZZ('(Z£(~0~6Z6LOILI£L6£Zl~np!Alpul(!

---------SI~np!Alpul(q

S~3SlaAO'IJumpuj8£"08Z'l1£817~OOttZI£to£06'0£8~8£OOO~Z£89£1-'dIo;)S3!POII(~

---------SUO!ltll!ISUI-uoN'Z

(Ln)----LZ'17ZOSZSI-ZOSZSI(1)(II)IOI-qnS

---------AJ!~adsS131!10(!

spun.:!I~lld~;)---------31tllU3Aull1310.:!(lj

-------sII.:!(ll

s~lU~dwo;)---------aouarnsu]U

spunj---------l~l!dllJaJllluaA(a

---------')A0D31~IS(p

---------')A0D1~.l\ua;)(o

(Ln)----Ln(:08181-Z08181I.:I/S)[~II(q

---------spun.:!l~tllnw,(~

--------SUO!ltll!lsurI

lIU!P[Olj3.1l1ljS~!Iqnd'H

(Z)(V)+(I)(V)=(V)I!NcrnzOOZOOOf-1l0Z000fcrezOOZOOOf-OOZOOOflIU!P[Olj3.1l1ljS[lIj0.1

]IN---lIN---(Z)(V)[llj0.1-qns

-------13qlOAUV(3

------I.:I/s)[u~1I(p

--------~1~JodIo;)S~IPOII(o

---------s[1mp!A!pU!JaljlO{q

--------SICOpJA!PUI~sruN(~

ullJ310.:!

I!NcrezOOZOOOf-OOZOOOfrrnzOOZOOOf-OOZOOOf(1)(V)[lIj0.1-qng

---------roqioAUVU

---------I.:I/s)[u~1I(3

---------')A0Dl~llU3;).(q

I!Nn'OLOOZOOOf-OOZOOOf•n'OLOOZOOOf-oowoo£Mill/SI""PIA!PUI(R

umpul'[S.l3jOWO.ld'V

sareqsS3.111ljS[BjOj

.l1I3A3ljj[lIjOlJO%[Bj0.1,[II~!S"ljdj1lW3OJO%[lIjO.1.[1I~!S"ljdjBW30

lIo!.lnpS.l3P[Olj3.1l1ljS311UlIlj~%.1113"3ljlJOp033ljll1lP[3ljS3J1IljSJO'ON.1113"3ljlJOlIU!UUJli3q3ljll1lP[3ljsa.lllljSJO'ONJOAlollajll;)

2:~~009-IVNN3H:::l'031IVIII13:::lNVNI:lVNVSVdn

UPASANA FINANCE LIMITED, CHENNAI .: 600 112 15

C. Shares held by - - - - - - - - -Custodian for GDRsandADRs

Grand Total = 3517208 760792 4278000 100.00 3534878 743122 4278000 100.00 NilA+B+C

(ii) Shareholding of Promoters

S.No. Shareholders' Shareholding at the beginning of the year Shareholding at the end of the year % changeName during the

year

No.ofshares % oftotal % of shares No. of shares % oftotal % of sharesshares of the pledged 1 shares of the pledged 1company encumbered to company encumbered to

total shares total shares

1 Sri Suresh Krishna 687650 16.08 0.00 687650 16.08 0.00 Nil

2 Ms. Usha Krishna 1395950 32.63 0.00 1395950 32.63 0.00 Nil

3 Ms. Arathi 458300 10.71 0.00 458300 10.71 0.00 NilKrishna

4 Ms Arundathi 458300 10.71 0.00 458300 10.71 0.00. NilKrishna

Total 3000200 70.13 0.00 3000200 70.13 0.00 Nil

(iii) Change in Promoters' Shareholding (please specify, if there is no change)There have been no changes in the Promoters' shareholding during the year.(iv) Shareholding pattern of top ten shareholders (other than Directors, Promoters and Holders of GDRs and ADRs)

SL NAME Opening Balance Increase I Decrease Closing BalanceNO

Shares % Shares % Shares %

1 ORIENTALBANKOF COMMERCE

PAN :AAACOOI91M

Opening Balance as on 01/04/2016 182802 4.273

17/06/2016 -17000.00 -0.40 165802 3.876

24/06/2016 -2536;;.00 -0.59 140437 3.283

30/06/2016 -12500.00 -0.29 127937 2.991

01/07/2016 -5000.00 -0.12 122937 2.874

08107/2016 -7105.00 -0.17 115832 2.708

22/07/2016 -5000.00 -0.12 110832 2.591

21/09/2016 -5050.00 -0.12 105782 2.473

30/09/2016 -4800.00 -0.11 100982 2.360

07110/2016 -5200.00 -0.12 95782 2.239

21/10/2016 -1200.00 -0.03 94582 2.211

28110/2016 -5601.00 -0.13 88981 2.080

0411112016 -3100.00 -0.07 85881 2.008

11/11/2016 -1900.00 -0.04 83981 1.963

0911212016 -14900.00 -0.35 69081 1.615

16/12/2016 -15300.00 -0.36 53781 1.257

23112/2016 -21269.00 -0.50 32512 0.760

30112/2016 -32512.00 -0.76 0 0.000

Closing Balance as on 31103/2017 0 0.000

2 KANTASURESH JAIN.

PAN :ADCPJ0312M

Opening Balance as on 01104/2016 26805 0.627

Closing Balance as on 31/03/2017 26805 0.627

QOO·O0LrO-oo-OOU-91OVLOJ[0

89TOOOU91QZlvO/l0UO8R~OURI"8ilulU"dO

3Sv6IfdA:JV:NVd

NVAlfDVfNIHIVlfl)IVN1I

OOl·O9£~8LIOllto/l£UOSR~OU"IR8ilulsolJ

OOl·O9£,89lOllvOl10uoSR~JURIR8ilulUodO

8ll6vfdNDV:NVd

V~LLndNV80fHS3dn~lVNOS01

90l·00088LIOZI.fO/l£uoSR~JURIR8ilUlsolJ

90l·00088910llvO/l0UOSROJURIR811ulUodO

1I0008:NVd

NVAIfOVfNn~VNVAVN6

t£ro00001L101:Itoil£UOSR~oU1lIB8llUlsolJ

1'£1:·0000019101:1170/1000SR~Juel"8ilulU~dO

900OOS:NVd,NVAlfSlJNAVN8

6PI·09>£9L101IfOII£UOSB~oUBIB8ilUlSOD

61'1·09>£900·0-00·001-LlOliZOlvl

I~I·O9>17910·0-00·00,-L101II0/tl

£91·09>6910·0-OO·OOl-910llZ1/91

L91·09"L10·0-OO·OOZ-9101l1:lIZO

ZLI·O9>£L10·0-OO·OOV-9101lLO/1:l

181·09>LL10·0-00·00,-910llLO/80

£61·09>Z8ZO·O-00·006-9101l90lLI

1'11:·09"610·0-00·00,-9101I90/£0

szzo9>9610·0-00·01>-910UvO/6l

8£l·099101910llvO/l0UOSB~JUBIB811UluodO

)I9ZZ9~dJVV:NVd

.HS3WV<1NYSVAINmsL

sozo0088LI01l£0/l£uosc~JUBIB8llUlSOD

90Z·000889lOtirO/l0uoSROJUClc8i!ulU0do

N60991d.L,rv:NYd

VIIIVIIHS)lYl9

~9t·000661LIOZ/£OJ[£uoSB~JURIR8llUlsol:J

~9v·00066191OlI170/HluoS"~OURIR811ulU~dO

LI£17:NYd

allornv[VfY8sroeo>198£LIOZl£O/I£UOSB~oURIR8llUlsOD

f06·0>l9S£InJ00·8Z';VLIOl1l01£1

L6COLS017£60"000.,19£910Z11:lIO£

1:1COlLtO£,0·0OO·OOOl9lOZIll/81

9990U178Z90·000·69,Z91Ot/ll/vO

,09·0rosszLO·O00·f06Z910ll01/vl

8£,·0OOO£l91OZIvO/l0uoSB~oUBIB8llu!uodO

mOLIDdS8V:NVd

~YffVDNVIIYAHSNVHD17

1'8,·0OOO,ZL101:IfOII£uoSB00U"I"8llu!SOD

178,·0OOO,Z91Oll1701I0uoS""JU"I"8llulU~dO

800008:NYd

VlH3V11HS3f~VHSY£

G~~009-IVNN3H::)'03.LIVllrl3::)NVNI:::lVNVSVdn

Vt6LLVJVVV:NVd

G31I-JAlI1S'IEDIO~H)lJO.LSS,.LNVHrnV91

Lt]"OZS8,L1OZlEOI1Euose~oueleH,llmsolJ

LO'OZ8S,9IOZlt0/10uose~ou"leHllulu~dO

0£6,L)I~VV:NVd

INlIVXIfl)lAIHSVGVSHS3HVJAl,Iz+to9,09LIOlIEO/1EuoS"OOU"I"HllulsolJ

z+to9>09no00'9,0,91OZ/Zl/El

(W'O0001no-00'9,0,-9IOZlZl/L1

z-rn9S0991OlltOII0uosaOJU"I"Hllmuodo

JAlIOILfdOJV:NVd

xrvrGNVHJdV,IJAlHSV)I~dtl

100'009LlOl/EO/IEuoS"~OU"I"8llmsolJ

100'009lO'O-oocoot-Lroz/toozSW'OE901W'OOO'gILLlOl/lO/O

800'0,tEEl'O-00't,S6-LlOll10/90

8£Z'06610160'000'SE6E910ZlWOE

9no1919tl'OOO'U19910ZlWEZ

WO'O8800'0oon910llZIILI

WO'O10100'0OO'Z910ZlZl/60

ZOO'O6660'0-00'l,8E-910Z/1l/tO

l60'01,6E00'000',-910Zl01/1Z

l60'09S6E90'0-00'SL9Z-910Z10l/LD

"1'0IE99no00'901S910Zl60/0E

9m'0SZ,l10'0ocn-91OZl60/El

9l0'0till00'000'99IOZl60/91

szooSOIl00'0-006t-91Ol/60/60

zzoozsu00'000'901910Zl60lZO

SZO'OISOI00000'01910Z/S0/9Z

tZO'OuorW'OOO'OWI910Zl80l>Z

000'0II00'000'01910Z/80l,O

000'01110'0-00'86E-910z/9010E

010'060t10'0OO',lE910Zl90/tZ

WO'Ot600'000'1-910Zl,OlLZ

lOO'O,600'000',-I910ZlS010Z

ZOO'O00100'000'9-91OZI,O/El

WO'O90100'0ooet-910Zl,O/90

coooOZlsto-00'99,9-910lltO/6l

,9SI'0989900'0OO't910ZltOlZl

9snl89900'0OO'E91OZltO/,1

9S1'06L9900'0OO'E91OZltO/80

9S]"()9L99910ZltO/1uoS"~JU"l"Hllmuado

3ESStNdXJV:NVd

lINvr~VDVN£1

t91'0OOOLLlomOIEuoS"aJu"l"HllUlsolJ

t91'0OOOL91OZItO/lpuoS"aJu"I"Hllu!uadO

roooos:NVd

N~VMS3.lV)lN3ASzt000'00LlOZI£01£uoS"aJu"l"Hllu!solJ

Hl~~009-I'v'NN3H::>'(311l1li11DN'v'NI::l'v'N'v'S'v'dn

,

II

_,HZ9"SdNZ:):NVd

DINV10SlVl33HSVlJ8VIIZZ16Z'OOLtGlLIOZl£!J1l£uoSR'~liRIR8llmsolJ

16Z'OOLtZIZO'O00'0001LIOZ/lO/tZ

89('0OLtl1£0'0OO'OLtlLIOmO/OI

17£Z'O00001£Z'O00'00001L10mOlLZ

000'0091OZI£01l£UOSR"u1?jRIIllUlUOdO

G£8tDldd,IYNVd

,NIVf~VWmIJ.l~DIIZHZ'O00011LIOZI£O/I~UOSR,~u"lR8llmsojJ

HZ'O000119Z'O00'00011910Z/80/,0

000'009lOZitoil£UOSR'~U"I"8jjuluodO

3t0968dWdV:NVd

IV8V.LJ8VIIOZ010'1,0Z£tLIOZ/£01l£uoS"0~U"I"8jjmsolJ

010'1,OZ£tIl'O00'IL8tLIOZilO/OZ

968'017££8£noOO'ZOZOILIOZIl0/908,9'0Z£ISCL,'O00'L8Z17Z910ZIZlIO£.060'0,178£lO'O00'0001910ZIGl/£Z

L90'O,t8Z,0'0OO'O,IZ910Zllllt8

910'0,6900'0OO',L9IOZIOlI8Z

1'10'0OZ910'000'OZ9910Zl01llZ

000'009lOZl£01l£uosuoJuele8ilUlUOdo

:I£l99SdD3V:NVd

IDVM~VS~vwmLWfNVS616,8'0OtL9£L10Zl£0/1£uoseOJU"I"8ilmsolJ

6,8'0OvL9£6£'000'OtL91LlOZItO/tO8917'0OOOOZ£0'0-OO'OOLI-LIOZIlO/OI

9617'0OOZIZ9£'0OO'IOG,ILlOZilO/OZ

01'1'0666,90'000'Zt9Z910Zl60/£Z

8LO'OL,££80'0OO'L,££9lOZl60/lZ

000'0091OZl£O/I£uoS"OOU"I"II8uluodO

HI>880fd:)VV:NVd

,NIVflIvwn)i)iOHSV81

81'£'0888171LIOc/£O/I£uoS",0uel"IIilUfSOjJ

81'£'088817100'000'001L10ZI£01LI

91'£'088Ltl£0'0OO'£vGlL]OmO/£O

LI£'0,17,£]170'0-00'006]-LlOZlZO/tZ

19£'0,171',100'0-00'001-LIOZilO/L]

£9£'0,1'»]to'O-00'00,1-LlOZlZO/£O

86£'0s+ozt£Z'O-00'00001-LlOZIlOILZ

Z£9'OsrozzIl'O-OO'IILt-LlOZIIO/£1

zteo9,LI£8]'0OO'IILL9lOlIlllO£

Z9,'O,tOtZ9,'0OO',tOtZ91OZlW£Z,000'009]OZl£O/]£uosnoouelelI8UfuodO

l109tlI:)VVV:NVd

G.l1lAdS3J.lIn03d8LI

t£Z'O00001L10Zl£0/i£uose'JU"I"II8msolJ

t£l'O0000]£Z'O00'0000]L10ZiIO/£I

000'0091OZI£01l£uoS"00U"I"88UlU,dO

G~~009-I'v'NN3H8'a3JJVlJIl38N'v'NI:I'v'N'v'S'v'dn


Opening Balance as on 31103/2016 0 0.000

13/0112017 4997.00 0..12 4997 0.117

20/0112017 4503.00 0.11 9500 0.222

03/03/2017 -500.00 -0.01 9000 .0.210

Closing Balance as on 31/03/2017 9000 0.210

(v) Shareholding of Directors and Key Managerial Personnel:

S.No. Name of the Director 1KMP Share holding at the Date of Cumulative Shareholdingbeginning of the year dealing during the year

For Each of the Directors No. of % of total No. of Shares % of totalandKMP Shares shares of the shares of the

company company

I At the beginning of the year Sri R Ramakrishnan, Director - - - -

At the End of the year - - - -2 At the beginning of the year Sri S E S Mani, Director 1,000 0.0234 - -

At the End of the year 1,000 0.0234 1,000 0.0234

3 At the beginning of the year Sri S Rarnakrishnan • 200- 0.0046 - -Director

At the End of the year 200 0.0046 200 0.0046

'4 At the beginning of the year Smt, Nalini Rajesh, Director - - - -At the End of the year - - -

5 At the beginning of the year Sri R Krishnan 100 0.0023 -CFO & Company Secretary


6 At the beginning of the year Sri R Somasundaram, ·CEO 200 0.0046 -


*Joint holder There has been no increase / decrease in shareholding during the year for any of the above mentioned persons.

~ INDEBTEDNESSIndebtedness ofthe Company including Interest outstanding/accrued hut not due for payment (as on 31st March, 2017) - Nil

VI REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNELa. Remuneration to Managing Director / Whole time Directors and / or Manager

S.No. Particulars of Remuneration Name ofCMD/MD(s) Total Amount

There is no Managing Directorl Managerl Whole Time Director

b. Remuneration to other Directors - Nil

c. Remuneration to Key Managerial Personnel other than Managing Director 1Whole time Directors and / or Manager

S.No. Particulars of Remuneration Name of Chief Financial Officer Name of Chief Executive& Company Secretary Officer

Sri R Krishnan Sri R Somasundaram

I Gross salary-(a) Salary as per provisions containedin section 17(J}ofthe Income-tax Act. 1961 Rs. 26,34,348 Rs.14,10,736(b) Value of perquisites uls 17(2) Income-tax Act, 1961 - -(c) Profits in lieu of salary under section 17(3) Income-tax Act, 1961 - ~ -

2 Stock Option -

3 Sweat Equity -

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

5 Others, specify PF & Super Annuation Rs. 2,43,931 Rs. 1,47,877

Total Rs.28,78,279 Rs. 15,58,613


VI. PENALTIES / PUNISHMENT! COMPOUNDING OF OFFENCESDuring the year ended 31SlMarch, 2017, no penalties were levied or punishment / compounding fee imposed by the Regional Director l Court on the company /directors / officers in default

By Order of the Board

For UPASANA FINANCE LIMITED-sc- -Sd-

ChennaiNovember 21 , 2017

Rekha JainDirectorDIN: 07704034

Bhavika JainDirectorDIN: 07704015

Annexure IINomination and Remuneration PolicyI. Criteria for Appointment of Directorsa) QualificationsAn Independent director shall be a person of eminence, standing and knowledge with significant achievements in business, professions and!or public service orprofessional practice and desirable to have industry experience in which the company operates. An independent director shall possess appropriate skills, experienceand knowledge in one or more fields of finance, law, management, sales, marketing, administration, research, corporate governance, operations or other disciplinesrelated to the company's business.b) Positive attributes of Directors (including Independent Directors)Nomination and Remuneration Committee shall take into account the following positive attributes while recommending the appointment of independent director• To demonstrate integrity, credibility, trustworthiness, ability to handle conflict constructively, and the willingness to address issues proactively• Continuously update their knowledge and skills with the latest developments in the relevant industry, market conditions and applicable legal provisions• Ability and willingness to devote sufficient time and attention to the Company's business and discharge their responsibilities.• Ability to bring an independent judgment to the Board's deliberations especially on issues of strategy, performance, risk management, key appointments andstandards of conduct• Ability to develop a good working relationship with other Board members and contribute to the Board's working relationship with the senior management of theCompany.• To act within their authority, assist in protecting the legitimate interests of the Company, its shareholders and employees Assist the company in implementing thebest corporate governance prattices.c) An Independent director should meetthe requirement of the Companies Act, 2013 and the requirements of SEBI (LODR) regulations 2015 concerning independence

Iof directors as may be specified from time to time.

Ii.Remuneration policy for Directors and whole time directors• Non-Executive Directors At present the non-executive directors have waived their sitting fees and do not receive any remuneration.• Managing Director! Whole Time Director! Manager At present the company does not have a Managing Director! Whole Time Director! ManagerIII. Remuneration policy for Key managerial Personnel and other employeesThe following will be the guiding factors with respect to remuneration to Key Managerial Personnel and employeesa) The objective of policy. is directed towards having a compensation philosophy and structure that will reward and retain talent.b) Remuneration to Key Managerial Personnel and other employees will have a balance between fixed and incentive pay reflecting both short and long iermperformance objectives appropriate to the working of the Company and its goals and objectives. Such remuneration will generally comprise of fixed pay, bonus, ex-gratia, perquisites and other work related benefits. 'c) The Remuneration to the key managerial personnel and other employees. will be such as to ensure that the relationship of remuneration to performance is clearand.rneets.appropriate performance benchmarks and also the market conditions in the employment market.

Annexure IIIStatement of particulars as per Rule 5 of Companies (Appointment and Remuneration of Managerial personnel! Rules. 2014(i) The ratio of the remuneration of each director to the median remuneration of the employees of the company for the financial year. None of the directors is receivingany remuneration from the company. The directors do not receive sitting fees also. Hence the ratio of the remuneration of each director to the median remunerationof the employees of the company for the financial year'2016-17 does not arise.(ii) the percentage increase in remuneration of eac~ Director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager in the financial year:

S.No. Name Designation Percentage increase in remuneration

I RKrishnan CFO & Company Secretary 9.79%

2 R Somasundaram CEO 11.l7%

(iii) The percentage increase in the median remuneration of employees in the financial year: - 10.32%(iv) The number of permanent employees on the rolls of Company - Three.(v) The explanation on the relationship between average increase in remuneration and Company performance: The Company's Profit before Tax for theyear under review declined by 50.80%. The average increase in remuneration of employees is 10.25%(vi) Comparison of the remuneration of the Key Managerial Personnel against the performance of the Company

Total Remuneration of Key % increase from Performance of the Company (Decrease )/Managerial Personnel FY 2014-2015 Increase in Profit

Name Designation FY 2015-2016 Profit before tax for Profit before tax before TaxFY 2014-2015 forFY

2015-2016

R Krishnan CFO&CS 28,78,279 9.79%

R Somasundaram CEO 15,58.613 11.17% 102.38 52.74 (48.49%)

Total 44,36,892 10.27%(IV) Varlations In the market capitalisation of the company, price earnings ratio as at the closlnq date of the current financial year and previous financial year andpercentage increase over decrease in the market quotations of the shares of the company in comparison to the rate at which the company came out with the lastpublic offer. The company made an initial public offer in 1995 at a price Rs.35 per share. The price as on 31st March 2017 is RS.24 per share resulting in a declineof 31.43 %.


(viii) Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with thepercentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerialremuneration.Average percentage increase made in the salaries of employees other than the managerial personnel in the last financial year l.e, 2016-17 was 10.23% whereas theincrease in the managerial remuneration for the same financial year was 10.31% .(ix) Comparison of the each remuneration of the Key Managerial Personnel against the performance of the Company. Please refer point no vi(x) Key parameters for any variable component of remuneration availed by the directors: None of the directors is receiving any remuneration from the Company.(xi) The ratio 'of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paiddirector during the year. Not applicable(xii) It is hereby affirmed that the remuneration paid is as per the as per the Remuneration Policy for Directors, Key Managerial Personnel and other Employees.

Form No. MR·3 Annexure - IVSecretarial Audit Report for the financial year ended 31st March 2017

[Pursuantto Section 204(1) of the Companies Act, 2013 and Rule NO.9 of the Companies (Appoiniment and Remuneration of Managerial Personnel) Rules, 2014]To the Members of,UPASANA FINANCE LIMITED, [CIN :L65191TN 1985PlC011503]98A, Dr. Radhakrishnan Salai, Mylapbre, 'Chennai-600004We have conducted a Secretarial Audit of the. compliance of applicable statutory provisions and adherence to good corporate practices byUPASANA FINANCE L1MITED(hereinafter called ;'the Company") durir.g the financial year from 1st April 20161031 st March 2017 (the year! audit period! period.under review).We conducted the Secretarial Audit in a manner that provided us a reasonable basis for evaluating the Company's corporate conducts /statutory compliances andexpressing our opinion thereon.We are issuing this report based on:(i). Our verification of the books, papers, minute books and other records maintained by the Company and furnished to us, forms! returns filed and compliance relatedaction taken by the Company during the year as well as after 31st March 2017 but before the issue ofthis audit report;(ii). Our observations during our visits to the registered office of the Company;(iii). Compliance certificates confirming compliance with all laws applicable to the Company given by the key managerial personnel! senior managerial personnel ofthe Company and taken on record by the Audit Committee! Board of Directors; and(iv). Representations made, documents shown and information provided by the Company, its officers, agents and authorised representatives during our conduct ofthe Secretarial Audit.We hereby report that, in our opinion, during the audit period covering the financial year ended on 31st March 2017 the Company has, to the extent, in the mannerand subject to the reporting made hereinafter:(i). Complied with the statutory provlsions listed hereunder; and(ii). Board processes and compliance mechanism in placeThe members are requested to read this report along with our letter of even date annexed to this report as Annexure - A.1.Compliance with specific statutory provisionsWe further report that:1.1. We have examined the books, papers, minute books and other records maintained by the Company and the forms, returns, reports, disclosures and informationfiled or disseminated during the year according to the applicable provisions! clauses of: .(i) The Companies Act, 2013 and the rules made thereunder (the Act).(ii) The Securities Contracts (Regulation) Act, 1956 and the niles made thereunder.(iii) The Depositories Act: 1996 and the regulations and bye-laws framed thereunder.(iv) The following Regulations prescribed under the Securities and Exchange Board of India Act, 1992 ("SEBI Regulations"):-(a) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Act and dealing with client;(b) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009;(c) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;(d) The Securitiesand Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015; .(e) The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015;(v) The listing agreement entered into by the Company with BSE Limited (BSE) (Agreement).(vi) Secretarial Standards (SS-I) on "Meetings of the Board of Directors" and Secretarial Standards (SS-2) on "General Meetings" issued by The Institute of CompanySecretaries of India (Standards)(vii) Chapter IIIB of the Reserve Bank of India Act, 1934 and the directions issued thereunder by the Reserve Bank of India, to the extent applicable to a non-deposittaking non-banking finance company.1.2. During the period under review, and also considering the compliance related action taken by the Company after 31st March 2017 but before the issue of thisreport, the Company has, to the best of our knowledge and belief and based on the records, information, explanations and representations furnished to us:(i) Complied with the applicable provisions! clauses of the Acts, Rules, SEBI Regulations and Agreements mentioned under sub-paragraphs (i) to (vi) and(vii) of paragraph 1.1 above; and(ii) Generally complied with applicable provisions of the Standards mentioned under sub-paragraph (vii) above.1.3 We are informed that, during! in respect 01the year, the Company was not required to comply with the following laws! rules! regulations and consequently wasnot required to maintain any books, papers, minute books or other records or file any forms! returns under:(i) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investmentand Extemal Commercial Borrowings;(ii) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998;(iii) The Securities and Exchange Board of India (Issue and Listing 'of Debt Securities) Regulations, 2008;(iv) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; and'(v) The Securities and Exchange Board of India (Share BasedEmployee Benefits) Regulations, 2014.1.4 We are further informed that, during! in respect of the year, there was no law specifically applicable to the Company considering the nature of its business,thebooks, papers, minute books or other records or file any forms! returns we would be required to examine and report under paragraph 1.2 above.2. Board processes: We further report that,during the year! as at 31st March 2017 as the context indicates:2.1 The Board of Directors of the Company is duly constituted with proper balance of Non-Executive Directors, Independent Directors and Women Director. Thereis no Executive Director.2.2 There was no other change in composition of the Board of Directors during the year. At the 31st Annual General Meeting held on 28thSeptember 2016 the members approved the re-appointment of the retiring director.2.3Adequate notice was given to all the directors to enable them to plan their schedule for the Board meetings.2.4 Notice of Board meetings were sent at least seven days in advance.2.5 Agenda and detailed notes on agenda were sent at least seven days before the Board meetings with the exception of the following items, which were eithercirculated separately or at the meetings and consent of the Board for so circulating them was duly obtained as required under the Secretarial Standards:(i) Supplementary agenda notes and annexures in respect of unpublished price sensitive information such as audited accounts! results, unaudited financial resultsand connected papers; and(ii)Additional subjects! information! presentations and supplementary notes.2.6Asystem exists for directors to seek and obtain further information and clarifications on the agenda items before the meetings and ,for their meaningful participationat the meetings.2.7 We noted from the minutes that, at the Board meetings:


(i) Majority decisions were carried through; and(ii) No dissenting views were expressed by any Board member on any of the subject matters discussed. that were required to be captured and recorded as part ofthe minutes.3 Compliance mechanismWe further report that:3.1 There are reasonably adequate systems and processes of the Company commensurate with its size and operations and to monitor and ensure compliance withapplicable laws. rules. regulations and guidelines. The Company is taking steps to strengthen the compliance systems.4 Specific events! actions4.1 During the audit period, the following specific events! actions having a major bearing on the Company's affairs in pursuance of the above referred laws, rules,regulations and standards took place.(i) The Board of Directors at their meeting held on 27th February 2017 informed that Mark Corporate Advisors Private Limited has informed vide their letter dated 23rdFebruary 2017, that Ms. Rekha Jain, MS.Bhavika 'Jain and Ms. Khushbu Jain have entered into a Share. Purchase Agreement with the Promoters of the Companyfor acquisition of 30,00,200 Equity Shares representing 70.13% of the Equity Share Capital! Voting Capital of the Company for a cash consideration at Rs. 40!- pershare and the acquirers have agreed to purchase the above mentioned shares. Further Reserve Bank ot'lndia DNBR (PO) CC No. 029!CGM (CDS) dated 9th July2015, under Non-Banking Financial Companies (Approval of Acquisition or Transfer of Control) Directions, 2015, it is required to get prior approval of RBI in case ofacquisition! transfer of control of Non-Banking Financial Companies (NBFC's) which may exceed 26% of shareholding.

Date: 23rd June 2017Place: Chennai

For S Krishnamurthy & ce.,Company Secretaries,R.SlvasubramanianPartner.Membership No:A22289Certificate of Practice No: 12052

Annexure - A to Secretarial Audit Report of even date

ToThe Members,UPASANA FINANCE LIMITED, [CIN:L65191TNI985PLCOI1503]98A, Dr. Radhakrishnan Salai, Mylapore, Chennai -600 004Our Secretarial Audit Report (Form MR-3) of even date for the financial year ended 31st March 2017 is to be read along with this letter1. Maintenance of secretarial records and compliance with the provisions of corporate and other applicable laws, iules, regulations, standards is the. responsibility ofthe management of the Company. Our responsibility is to express an opinion on the secretarial records produced for our audit.2. We have followed such audit practices and processes we considered appropriate to obtain reasonable assurance about the correctness of the contents of thesecretarial records.3. While forming and opinion on compliance and issuing this report, we have also considered compliance related action laken by the Company after 31st March 2017but before the issue of this report. .4. We have considered compliance related actions taken by the Company based on Independent legal! professional opinion obtained as being in Compliance withlaw. .5. We have verified the secretarial records furnished to us on a test basis to see whether the correct facts are reflected therein. We also examined the complianceprocedures followed by the Company on a test basis. We believe that the prooesses and practices we followed provide a reasonable basis for our opinion.6. We have not verified the. correctness and appropriateness of financial records and books of accounts of the company. .7. We have obtained the Management's representation about the compliance of laws, rules and regulations and happening of events, wherever required.8. Our Secretarial Audit report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the management hasconducted the affairs of the Company,

Date: 23rd June 2017Place: Chennai

For S Krishnamurthy & Co.,Company Secretaries,R.Sivasubramanian,Partner.Membership No:A22289Certificate of Practice No: 12052

SUNDARAM & SRINIVASANChartered Accountants

23, c.P. Ramaswamy Road,Alwarpet, Chennai - 600 018

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF UPASANA FINANCE LIMITED, CHENNAI FOR THE YEAR ENDED 31ST MARCH 2017To the Members of,Upasana Finance LimitedReport on the Financial StatementsWe have audited the accompanying financial statements of Upasana Finance Limited .("the company"), Which comprise the Balance Sheet as at 31st March 2017,the Statement of Profit and Loss, the Cash Flow Statement for the year then ended, and a summary of the significant accounting policies and other explanatoryinformation.Management's Responsibility for the Financial StatementsThe Company's Board of Directors is responsible for the matters stated in section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparationof these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with theaccounting principles generally accepted in India, including the Accounting Standards specified under Section 133.of the Act, read with Rule 7 of the Companies(Accounts) Rules, 2014 . .This responsibility also includes the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of theCompany and for preventing and detecting the frauds and other irregularities; selection and application of appropriate accounting policies; making judgments andestimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operatinq effectively forensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fairview and are free from material misstatement, whether due to fraud or error .Auditor's Responsibility .Our responsibility is to express an opinion on these financial statements based on our audit. .We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report underthe provisions of the Act and the Rules made there under.We conducted our audit in accordance with the Standards on Auditing specified under section 143(10) of the Act. Those Standards require that we comply with ethicarrequirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.An audit involves performing procedures to obtain audit evidence aboutthe amounts and the disclosures in the financial statements. The procedures selected dependon the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making thoserisk assessments, the auditor considers internal financial control relevant to the Company's preparation of the financial statements that give a true and fair view inorder to design audit procedures that are appropriate. in the circumstances.

UPASANA FINANCE LIMITED, CHENNAI- €. 112 23

An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by Company'sDirectors, as well as evaluating the overall presentafion of the financial statements ..We believe that the audit evidence we have obtained-is sufficient and appropriate to provide a basis for our audit opinion on the financial statements.OpinionIn our opinion and to the best of our information and according to the 'explanations given to us, the aforesaid financial statements, give the information required by theAct in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India;a) of the state of affairs of the Company as at March 31,2017;

, b) of the Profiltor the year ended on that date; andc) of the cash flows for the year ended on that date.Report on other Legal and Regulatory Requirements1. As required by the Companies (Auditor's Report) Order, 2016 ("the Order"), issued by the Central Government of India in terms of sub-section (11) of section 143of the Act, we give in the "Annexure - A"a statement on the matters specified in the paragraphs 3 and 4 of the Order, to the extent applicable.2. As required by section 143(3) of the Act, we report that:a. We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.b. In our opinion proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books.c. The Balance Sheet, the 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 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 the written representations received from the directors as on 31st March, 2017, taken on record by the Board of Directors, none of the directors isdisqualified as on 31st March, 2017, from being appointed as a director in terms of Section 164(2) of the Act.f) With respect to the adequacy of internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to ourseparate Report in "Annexure B".g) With respect to the other matters to be included in the Auditor's Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in ouropinion and to the best of our information and according to the explanations given to us ,i. The Company has disclosed the impact of pending litigations on its financial position in its financial statements - Refer Note No. AS29 Annexure to financialstatements.ii. The Company did not have any long-term contracts including derivative contract for which there were any material foreseeable losses.iii. During the year, there was no requirement on the part of the company to transfer any amount to the Investors Education and Protection fund.iv. The 'Company has provided requisite disclosure in its financial statements as to holdings as well as dealings in Specified Bank Notes from November 08,2016 toDecember 30,2016 and these are in accordance with the Books of accounts maintained by the Company.

Place: ChennaiDate: 26th May 2017

For Sundaram & SrinivasanChartered AccountantsFirm Registration No. 004207SP. MenakshisundaramPartnerMembership No. 217914

ANNEXURE "A"TO INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF UPASANA FINANCE LIMITED, CHENNAI FOR THE YEAR ENDED 31STMARCH 2017Annexure A referred to in our report under "Report on Other Legal and Regulatory requirements Para 1" of even date on the accounts for the year ended 31st Match2017.1. The company has no fixed assets.2. The Company has no stock of inventory and hence reporting on physical verification does not arise.3. During the year, the company has not granted any loan to a company, firm, Limited Liability Partnerships or other parties covered in the register maintained underSection 189 of the Companies Act, 2013.4. During the year, the company has not granted any loan, furnished any guarantees or provided any security. The Company has matte investments in Mutual FundUnits during the year. The Company has complied with the provisions of section 185 of the Companies Act, 2013. The provisions of Section 186 are not applicableto the company.5. The company has not accepted any deposit within the meaning of sections 73 to 76 of the Companies Act, 2013, during the year.6. According to the information and explanations furnished to us, the requirement for maintenance of cost records pursuant to the Companies (Cost Records andAudit) Rules, 2014 specified by the Central Government of India under Section 148 of the Companies Act, 2013 are not applicable to the Company for the year underaudit.7. (a) According to the records provided to us, the company is generally regular in depositing undisputed statutory dues including Provident Fund, Income Tax,Service Tax and Tax deducted at Source with the appropriate authorities. However we have observed delays in remitting sums in respect of Tax deducted at sourceand Service Tax.

(b) According to information and explanations given to us, there are no disputed dues that were not deposited with the concerned authorities:8) The company has not availed any term loan from banks or financial institutions. Hence the question of reporting on default in repayment thereof does not arise.9) The company has not raised any money by the way of initial public offer or further public offers including debt instruments or by way of term loan during the year.Hence reporting on utilization of such money does not arise.10) Based on the audit procedures adopted and information and explanations furnished to us by the management, no fraud on or by the' company has been noticedor reported during the course of our audit. .11) No managerial remuneration has been paid or provided during the year.12) The Company is not a Nidhi company and as such this clause of the Order is not applicable.13) (a) In our opinion and according to the information and explanations furnishedto us, all transactions with the related parties are in compliance with sections 177 and 188 of Companies Act, 2013.

(b) The details of transactions during the year have been disclosed in the Financial Statements as required by the applicable accounting standards. Refer Noteno.18 to Financial statements. .14) During the year, the company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures under section 42of the Companies Act, 2013.15) In our opinion and according to the information and explanations furnished to us.the.company has not entered into any non-cash transactions with directors orpersons connected with them.16) The company is required to register under section 45-IA of the Reserve Bank of India Act, 1934 and has valid Certificate of Registration issued by Reserve Bankof India.

Place: ChennaiDate : 26th May 2017

For Sundaram & SrinivasanChartered AccountantsFirm Registration No. 004207SP. MenakshisundaramPartnerMembership No. 217914


ANNEXURE "B"TO INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF UPASANA FINANCE LIMITED, CHENNAI FOR THE YEAR ENDED 31STMARCH 2017Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 ("the Act")We have audited the internal financial controls over financial reporting of Upasana Finance Limited, Chennai ("the Company") as of March 31, 2017 in conjunctionwith our audrt of the financial statements of the Gompany for the yearendad on that date.Management's Responsibility for Internal Financial ControlsThe Company's management is responsible for establishing and maintaining internal financial controls based on the Guidance Note on Audit of Internal FinancialControls over Financial Reporting issued by the Institute of Chartered Accountants ot Indla (hereinafter "ICAI"):These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, includingadherence to company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accountingrecords, ,cnd the timely preparation of reliable financial information, as required under the Companies Act, 2013.Auditors' ResPonsibilityOur responsibility is to express an opinion on the Company's intemal financial controls over financial reporting based on our audit. We conducted our audit inaccordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting, (the "Guidance Note") and the Standards on Auditing, issued byICAI 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 applicableto an audit of Internal Financial Controls and, both issued by the ICAI. Those Standards and the Guidance Note require that we comply with ethical requirements andplan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintainedand if such controls operated effectively in all material respects.Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and theiroperating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financialreporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based onthe assessed risk. The procedures selected depend on the auditor's judgement, including the assessment of the risks of material misstatement of the financialstatements, whether due to fraud or error. .We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion 'on the Company's internal financial controlssystem over financial reporting.Meaning of Internal Financial Controls Over Financial ReportingA Company's internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reportingand the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A Company's internal financial controlover financial reporting includes those policies and procedures that; . .I.pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions 'of the assets of the Company;II. provide reasonable assurance that transactions are recorded as necessary to permit prepara1ion of financial statements in accordance with generally acceptedaccounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorisations of management and directors ofthe Company; andIII. provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company's assets that could have a

. material effect on the financial statements.Inherent Limitations 'of Internal Financial Controls Over Financial ReportingBecause of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override ofcontrols, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financialrep"orting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions,or that the degree of compliance with the policies or procedures may deteriorate.OpinionIn our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controlsover financial reporting were operating effectively as at March 31, 2017, based on;i. existing policies and procedures adopted by the Company for ensuring orderly and efficient conduct of business.ii. continuousadherence to Company's policies.iii. existing procedures in relation to safeguarding of Company's fixed assets, Investments, receivables, loans and advances made and cash and bank balances.iv. existing system to prevent and detect fraud and errors.v. accuracy and completeness of Company's accounting records;' andvi. existing capacity to prepare timely and reliable financial information.

Place: ChennaiDate : 26th May 2017

For Sundaram&SrinivasanChartered AccountantsFirni Registration No. 004207SP. MenakshisundaramPartnerMembership No. 217914

UPASANA FINANCE LIMITED, CHENNAI- 6 12------~--------~--------------------------25

Balance Sheet as at 31st March 2017 Rs.Not~

SINo Particulars No. As at 31-03-2017 As at 31-03-2016

I. EQUITYAND LIABILITIES

(1) Shareholders' funds(a) Share capital 1 42,780,000 42,780,000(b) Reserves and surplus 2 84,694,898 127,474,898 78,810,863 121,590,863

(2) Non-currE1nt liabilities - -

(a) Long Term Provisions 4 1,811,278 1,811,278 1,856,951 1,856',951

(3) Current liabilities

(a) Other Current Liabilities 3 460,227 455,127(b) Short Term Provisions 4 29,179 489,406 32,330 487,457

TOTAL 129,715,582 123,935,271II. ASSETS

(1) Non-current assets

(8) Long-term loans and advances 6 1,877,416 1,877,416(b) Other non-current assets 7 - 1,877,416 - 1,877,416

-

(2) Current assets

(a) Current investments 5 83,939,465 78,902,528(b) Cash and cash equivalents 8 30,324,484 28,549,872(c) Short-term loans and advances 6 12,21-9,999 13,166,329(d) Other Current Assets 7 1,414,218 127,898,166 1,439,126 122,057,855

TOTAL 129,775,582 123,935,271

.RRAMAKRISHNAN SESMANI SRAMAKRISHNANDirector Director Director

RKRISHNAN NALINIRAjESH Asperour reportannexedChiefFinancialOfficer& CompanySecretary Director ForSUNDARAM& SRINIVASAN

RegnNo. 0042075CharteredAccountants

Chennai RSOMASUNDARAM PMENAKSHISUNDARAM26th May 2017 ChiefExecutiveOfficer Partner,

I MembershipNumber21·7914


Statement of Profit and Loss for the year ended 31st March 2017Rs.

51 Year Ended Year EndedNo Particulars Note No 31-03-2017 31-03-2016

I Revenue From Operations 9 13,369,669 12,747,254II Other Income 10 129 118III Total Revenue (1+11) 13,369,798 12,747,372

IV ExpensesEmployee benefit expense 11 5,291,125 5,956,299Finance Costs 12 2,462 2,500Other Expenses 13 1,467,302 1,514,092Total Expenses 6,760,889 7,472,891

V. Profit before exceptional andextraordinary items and tax (III-IV) 6,608,909 5,274,481

VI. Exceptional items-Provision for Dimunitionin value of Investments - -

VII. Profit before extraordinary items and tax (V - VI) 6,608,909 5,274,481

VIII. Extraordinary Items - -IX. Profit before tax (VII- VIII) 6,608,909 5,274,481

X Tax expense:(1) Current tax 750,000 725,000(2) Deferred tax - -(3) Earlier years (25,126) 16,990

XI Profit for the year from continuingnmm'ltinnl'; IIX-X\ 5,884,035 4,532,491

XII Profit from discontinuing operations - -

XIII Tax expense of discontinuing operations - -

XIV Profit from Discontinuing operationsl;:iftAr tl'lX\ IXII-XIII\ - -

XV Profit for the year (XI + XIV) 5,884,035 4,532,491

XVI Earnings per equity share: .(1) Basic 1.38 1.06(2)Diluted 1.38 1.06No of Equity-Shares of Rs.10 each 4,278,000 4,278,000

R RAMAKRISHNAN S E S MANI S RAMAKRISHNANDirector Director Director

R KRISHNAN NALINI RAjESH As perour reportannexedChiefFinancialOfficer& Company.Secretary Director For SUNDARAM & SRINIVASAN

RegnNo.0042078CharteredAccountants

Chennai R SOMASUNDARAM P MENAKSHISUNDARAM26thMayL017 ChiefExecutiveOfficer Partner

MembershipNumber217914

JPASANA FINANCE LIMITED, CHENNAI - 600 112 27

CASH FLOW STATEMENT FOR THE YEAR ENDED 31st MARCH 2017 Rs.Particulars Year ended Year ended

MARCH 12017 MARCH 312016A. CASH FLOW FROM OPERATING ACTIVITIES:

Net Profit before Tax 6,608,909 5,274,481Adjustments For:

Dimunition in Value of Mutual Fund - -Profit ori sale of Mutual Funds (2,788,830) (279,310)

(2,788,830) (279,310)Operating Profit before Extra ordinary items &Working Capital changes: 3,820,079 4,995,171 _Adjustments For Changes in Working Capital:Loans and Advances and other current assets 246,365 516,229Other Current Liabilities and provisions (43,724) 321,983

202,641 838,212Cash Generated From Operations 4,022,720 5,833,383Less: Direct Taxes Paid 814,000

, NET CASH FROM OPERATING ACTIVITIES (a) -4,022,720 5,019,383B. CASH FLOW FROM INVESTING ACTIVITIES:

Sale of Investments 14,834,419 7,673,310Purchase of Investments (17,082,527) (16,698,836)

• -NET CASH USED IN INVESTING ACTIVITIES (b) (2,248,108) (9,025,526)

C. CASH FLOW FROM FINANCING ACTIVITIES:

- -NET CASH USED IN FINANCING ACTIVITIES (c) - -NET INCREASE I (DECREASE) IN CASH AND CAS!- (a+b+c) 1,774,612 (4,006,143)EQUIVALENTSCASH AND CASH EQUIVALENTS -Opening BalancE 28,549,872 32,556,015CASH AND CASH EQUIVALENTS-Closing BalancE 30,324,484 28.549,872CASH AND CASH EQUIVALENTS include:

i) Cash on hand 5,841 7,696With Scheduled Banks:

ii) Current Accounts 214,154 408,694. iii) Deposit Accounts 30,104,489 28,133,482

30,324,484 28,549,872

R RAMAKRISHNAN S E S MANI S RAMAKRISHNANDirector Director Director

RKRISHNAN NALINI RAJESH As per our report annexedChief Financial Officer & Company Secretary .Director For SUNDARAM & SRINIVASAN

Regn No. 0042075Chartered Accountants

Chennai R SOMASUNDARAM P MENAKSHISUNDARAM26th May 2017 Chief Executive Officer Partner

Membership Number 217914


Notes to Financial Statements as at 31st March 2017 Rs1 Share Capital

51Particulars As at As at

No 31-03-2017 31-03-2016Rs. Rs.

a Authorised5,00,000 Cumulative RedemablePreferenceSharesof Rs.l00 each 50,000,000 50,000,00050,00,000 Equity Sharesof Rs.l°each 50,000,000 50,000,000

100,000,000 100,000,000b Issued

42,78,000 Equity Sharesof Rs. 10 each 42,780,000 42,780,000

c Subscribed and Paid-I!!!

42,78,000 Equity Sharesof Rs.10 each fully paid up 42,780,000 42,780,000

d Reconciliation of number of shares

51 As at 31-03-2017 As at 31-03-2016

NoEquity Shares

No of Shares Value in Rs. No of Shares Value in Rs.

1 Balanceat the beginning of the year 4,278,000 42,780,000 4,278,000 42,780,0002 Add: Sharesissuedduring the year - - - -3 Bonus Sharesissuedduring the year - - - -4 Balanceasat the end of the year 4,218,000 42780000 4,278,000 42780000

Ie Details of sharesheld by shareholders holding more than 5% of the aggregate shares in the,J:ompanyAsa~1I1t: _}'I_sat_;:s_~uj,~U1 Ii

51Name of the Share HolderNo No of Shares Shares as % No of Shares Shares as % of

of Total No Total No ofof Shares Shares

1 Sri. SureshKrishna, Chennai 687,650 16.08 687,650 16.082 Smt. Usha Krishna, Chennai 1,395,950 32.63 1,395,950 32.633 Smt.Arathi Krishna,Chennai 458,300 10.71 458,300 10.714 Smt.Arundathi Krishna, Chennai 458,300 10.71 458,300 10.71

SubTotal 3,000,200 70.13 3,000,200 70.131 Total No of sharesof the Company 4,278,000 100.00 4,278,000 100.00

f Sharesalloted asfully paid UP bv way of Bonus sharesduring 5 years immediately preceding March 31. 2017Equity sharesalloted asfully paid up bonus sharesby capitalization of capital redemption reserve is NIL

g Shares held by holding company and subsidiary of holding company

5 No Particulars As at As at31-03-2017 31-03-2016

Nil

2 Reserves& Surplusa CapitalReserve

As at AsatS No Particulars 31.{)3-2017 31·03·2016

1 Balanceas at the beginningof the year 395,998 395,9982 Add: Transferfrom Statementof Profit and Loss - -

SubTotal 395,998 395,9983 Less:Amount utilized -4 Balanceas at the endof the year 395,998 395,998

b CapitalRedemptionReserveAs at Asat

SNo Particulars 31'{)3-2017 31·03-20161 Balanceas at the beginningof the year 10,000,000 10,000,0002 Add: Transferfrom Statementof Profit and Loss -

SubTotal 10,000,000 10,000,0003 Less:Amount utilized -4 Balanceas at theend of the year 10,000,000 10,000,000

c SecuritiesReserveAs at Asat

SNo Particulars 31'{)3-2017 31·03·20161 Balanceas at the beginningof the year 29,800,948 29,800,9482 Add: Transferfrom Statementof Profit and·loss -

SubTotal 29,800,948 29,800,9483 less: Amount utilized -4 Balanceas at the endof the year 29,800,948 29,800,948

96L'£69'~9609'9£0'99SI!Unpun::llenlnll\l~o(/\VN)anle/\lassvIaN'p

96L86Lsiueunsaxu]~oanleAU!UO!lnU!W!pJO~UO!s!AOJdale6aJ66v'0

9;;:9';;:06'9LS9V'6£6'£8I(q+e)le.ol

9;;:9';;:06'9LS9t'6£6'£Ssiuaunsaxujpaionbun)0anl!'/\ajellaJlllly'q

-"siuaunsavu]pajonb)oanl!'/\aj!'llaJlllly'e8ZS'Z06'8LS9t>'6£6'£8--

lUaWjSaAU!a~pUap!A!OII'UO!I!nl!ISUI !l'uuaYJ'punjuuajlJOYS96L86LI'JllnurerpungjopadsaJUII\VNUIUO!IIU~W!OJO)UO!S!AOJd:SS31

9Z£'£06'8LV9Z'OV6'£8!_~UUid.4J·4~MUJ~-uuldpdJ!O"purl::!AdUU\I\j

000'a6'HLZn£L'8Z--WI'Jl'punsU!Y:Jl'a-IOL'S~)OSI!Un(69[17£0'176,Jl'a"ISl'l)IlLv'091l'1l61l')

II'UU"YJ'pUap!A!O"1'1'0Jl'lnjja~pun~uuajlJoySI'Jllnureiepung999'99v'9~v06'ZL£'9~--U!Y:Jl'a-IOL'S~)Osuun(OL[L96'6£,'LJl'a"ISl'l)lL[£,l'Lf9'L'a

!eUudYJ'YIMUJC)Jelmld~J"AI'S000'009'£---puogurerepungU!i.pl'a-IOL'S~)OSI!Un(6,6'L£l'LO'LJl'a"ISI'l)I!N'p

!ellwllV'l'(ueldJel"ad~)YIMUJC)-VueldOOO'OOO'Z---awalpspuog~!'10)JuI4J!'a-IOL's~)Osj!un(vLZ'L,,'l9Jl'aAjsI'1)I!N'J

pdJ!OPUdP!/\!O/\I!eo-!l'uu"YJ'I'JllfllenlnV'lweJepuns69£'9~~'9£S99'l£O'L£--U!Y:Jl'a-IOL'S~)Osuun(99V'06L'96v'£Jl'a"ISI'l)96FOIl6'91l9:£'q

'luawISaAU!a~pUap!AIOII'UOII!nlllsul-Il'uuaYJ'pun~wJallJOllSI'JllnL81:'v06'vS9t'tOS'L--uierepungu!4:Jl'aOL'S~)OSI!Un(>L9'Ov,'llllvJl'a"1Sl'1)vOIl'LOL'6LL'I'

palonbun-spun~IpnlnwU!sjuouusaau](paIPISas!MJaIlIOsSiJlunISOJIVpanIPJ\)apPJl-uoN'l

9~0;;:-£0-~£HOZ-£O-~£9~0;;:-£0-~£HOZ-£O~~£lesvIesviIesvIesySJeln:l!IJedIU9JJno/wJ91jJ04SIU9JJnoUON/WJ91flu01

SIU9WIS9AUI0

O££'Z£6LL'6Z~S6'9S8'~8LZ'~~8'~P£P'O£99p'LZ9P~'LOL'~9£O'9L9'~AJ!nlBJE)J01UO!S!AOJd'q969'~'pa~£09'6P~£Pt9£~AielesaAealJO~UO!SAOJd''e

SI!19U9S99,{°ldw39~O(,;-£O-~£HO(,;-£O-~£9~O(,;-£O-~£HO(,;-£O-~£

les'f/IeS'f/IesyIesvSJelnO!l.IedIU9JJnO/WJ9IjJoljSIU9JJnOUON/WJ9IBU01

SUO!S!AOJdto'LG~'ggpLZ(,;'09to'--lelOI~~--sanpAlOlnlB1SUON££6L'9P£ZLP'L££--sa!l!l!qe!l6u!pUelSlnoZ£££'90~p9L'ZZ~--sanaAlolnlB1S~9~O(,;-£O-~£HO(,;-£O-~£9~OZ-£0-~£HO(,;-£O-~£

les'f/Ies'f/lBSVIesysJelno!l.IedJU9JJn:>rWJ9Il.l°ljSIU9JJno-uoN/WJ9IBU01

S9!I!l!Qe!1J9ljlO£'slI£9Il'O~Il'IlL868'1>69'1>88+p+:)+q+esnlOJnspueS8AJ8S9Hlel0.1

(9V£'Z99'P)l:88'I>S(S-£)Je9A941jOpue941see!)uelea9

1l6v'906L08'9Ll'~JeeAB41bU!JnppBlepdoJddeIUnoWItS1>£6~'Pite!pul

1l6v'906L08'9H'~jO~ueaBlIJas9l:!jO:)I-SvUO!PBSJapunallJBsBl:!lepads01JBjSUeJ.1I':suo!lelJaoJadlf

(9P9'SVL'£)689'~£n(Z+~)UO!le!jdoJddeJOj9lqel!eAe9!)uelea£~6V'Z£S'VS£O'1>88'SJe9A9YIJOjmOJdZ

I(6££'lla's)(!ltt'm't)JBBA941jO6UIUUl69q94111'SB9!)uBlea:~9~OZ-£O-~£L~Ol:'£O-~£SJeln~!IJPd°NS

lesvIeslfSS01pUBIYOJd10IU9",,91"1SU!SnldJns9

£92:'99Z'£POLO'£I>'!>'I>'!>Je9.(Bill10pU99111IeS89:)uelesI>--p8Z!!!lnluno""lf:ss91£

£92'992'£1>OLO'CI>'!>'t>'!>1810.1qns1l6P'906./.08'9H·~SS01pU8IYOJd10IU8""91"1S""OJIJ9ISU8J.1:PPV"ZS9L'69£'Zv£9t99l:'tl>J88.(9111106UIUU!6eq94118S8B:>UBIBS~9~OZ-£O-~£UOl:'£O-~£SJel"l!J.lPdONS

IeSitIBSIfv£6~'1:>1fB!PUIIO)jues8JU9S8H1001-51>UO!l:>9SJ8pUn9AJ9S9HIB!:>8dSP

6Z


Rs.

16 Loans and advances (unsecured, Considred gOOdunless statedotherwise)

Non Current CurrentParticulars As at As at As-at As at

31-03-2017 31-03-2016 31-03-2017 31-03-2016

A Loans and Advances to Related Party (refer note - - 11,500,000 11,500,000on related nartvl

(A) - - 11,500,000 11,5UU,UUU

B Other loans and advancesAdvance Incorne-tax(net of provision for taxation) - - 719,999 1,663,954Balance with statutory/government authorities 1,877,416 1,877,416 - -Advances recoverable in Cash or in kind - - - -Service Tax Set-off Receivable - 2,375

(B) 1,877,416 1,877,416 719,999 1,666,329Total (A+B) 1,tH1,416 1,tll ,416 I",:'!'I9,999 IJ,166,J"9

7 other Assets (Unsecured, considrered good unless stated otherwise)

CurrentParticulars As at As at

31-03-2017 31-03-2016

a Interest accrued on Deposits 1,414,218 1,439,126b Prepaid Expenses - -

1,414,218 1,439,126

8 Cash and Cash EquivalentsCurrent

Particulars As at As at31-03-2017 31-03-2016

Cash and Cash Equivalants

a Balances with Banki) Current Account 214,154 408,694

Cheque / drafts on hand - -Cash on hand 5,841 7,696

Sub-total 219,995 416,390

b Other Bank BalancesDeposits with original maturity for more than 12 -monthsDeposits with original maturity for more than 3 months 30,104,489 28,133,482but less than 12 months

Sub-total 30,104,489 28,133,482Total 3U,3"4,4t14 "tI,:l4!:1,ts I"


Notes to Financial Statements for the year ended 31st March 2017 Rs

Note Year Ended, Year Ended

No Particulars 31-03-2017 31-03-2016

9 Revenue from Operationsa) i) Interest Income 3,707,826 3,639,510

ii) Bad Debts recovered - 1,000,000

Sub Total 3,707,826 4,639,510b) Other financial services

i) Service Charges - Business Auxiliary servlce 4,646;559 5,491,538LESSService Tax 606,073 684,940Service Charges - Business Auxiliary Service (Net: ' 4,040,486 4,806,598

ii) Dividend Income 2,832,527 3,021,836iii) Net gain on sale of investments 2,788,830 279,310

Sub Total 9,661;843 8,107,744

Total 13,369,669 12,747,254

10 Other Income

Brokerage Earned 129 118

Sub Total 129 118

Note Year Ended Year EndedNo Particulars 31-03-2017 31-03-2016

11 Employee Benefit Expensesa) Salaries,Wages,Bonus and Allowances 4,231,296 4,973,335b) Provident and Other Funds 984,309 895,412c) Welfare expenses 75,520 87,552

SubTotal 5,291,125 5,956,299

12 Finance Cost .a) Interest expen~e 2,462 2,500

Sub Total 2,462 2,500

13 Other Expensesa) Rent - -b) Rates & Taxes 24,644 15,587c) Advertisement 57,360 86,170d) Insurance 36,268 47,689e) Miscellaneous Expenses (refer note no,14: 1,349,030 1,364,646

SubTotal 1,467,302 1,514,09214 Miscellaneous Expenses

a) Remuneration to Auditors (refer note no,15; 25,000 25,720b) Remuneration to Internal Auditor 7,500 7,500c) Travelling and Conveyance 146,600 196,696d) Printing and Stationery 89,504 87,050e) Bank Charges 1,923 2,697,f) Postage and Telephone 273,959 182,746g) Legal Expenses 344,000 410,750h) Demat Expenses 133,293 114,452i) Listing Fees 200,000 200,000j) Others 127,251 137,035

Sub Total 1,349,030 1,364,646

15 Remuneration to Auditors consist of:a) Auditors 10,000 10,000b) For Taxation Matters - 5,000c) For Company Law Matters - -

d) For Management Services - -e) For Reimbursement of expenses 15,000 10,720

Sub Total 25,000 25,720


Note Year' Ended Year EndedNo Particulars 31-03-2017 31-03-2016

16 Information furnished in terms of Paragraph 9BB of Non-Banking FinancialCompanies Prudential Norms (Reserve bank) Directions, 1998

Break-up of Loans availedLoand and Advances availed - -Unclaimed other Public Depsoits - -Break-up of Loans and advances madeUnsecured 11,500,000 11,500,000

Break-up of InvestmentsCurrent Investments- other than related parties - Mutual Fund unit! 83,939,465 78,902,528Long Term other. than related parties - Mutual Fund Units - .

Gross Non-performing AssetsNet Non-performing Assets - -

fear r:.naea Tear r:.naeaNote No Particulars 31-03-2017 31-03-201617 Details as required by AS 15

PROVIDENT FUND. Contribution to Provident Fund is made to the Provident Fund Organisation.Employer's Contribution to Provident Fund recognised as Expense 192,509 221,691SUPERANNUATIONContribution to tlie Buperannuation Fund is made to the scheme maintained by LifeInsurance Corporation of India.Employer's Contribution to Superannuation Fund recognised as Expense 315,180 315,180GRATUITYProvsion for gratUity is made on the basis of actuarial valuation .made at the end offinancial year.Ine rouowmq tames summarise me components or me net oenent expensesrecognised in the statement of profit and loss and the funded status and amountsrecognised in the balance sheet for Gratuity

Statement of Profit and LossNet employee benefit expense (recognisefl in Employee CostCurrent Service cost 80,969 70,689Interest cost on benefit obligation 114,645 112,786Expected return on plan assets - -Benefits paid - -Net actuarial (gain)/Loss recognised in the year 227,488 108,136Past service cost - -Liability not accounted as on 31.03.2017 - -Net benefit expense - 423,102 291,611Actual return on plan assets - -Balance SheetDetails of Provision for GratuityPresent value of Defined benefit obligation 1,737,582 1,445,971Fair value of plan assets - -Difference 1,737,582 1,445,971Unrecognised past service cost - -Plan Liability (recognised in Balance Sheet; 1,737,582 1,445,971Changes in present value of the defined benefit obligation are as followsPresent value of Defined benefit obligation as at April 1,201E 1,737,582 1,445,971Interest Cost 114,645 112,786Current Service Cost 80,969 70,689Past Service Cost - -Benefits paid (458,194) -Acturialloss/(gain) on obligation 227,488 108,136Defined benefit obligation as at March 31,2017 1,702,490 1,737,582Changes in the fair value of plan assets are as followsFair value of plan assets as at April 1, 2016 - -Expected return - -Contribution by employer - - -Benefits paid - -Actuarial gain - -Fair value of plan assets as at March 31, 2017 - -The gratuity scheme is unfunded and the actuarial liability is displayed in the BalanceSheet

UPASANA FINANCE LIMITED, CHENNAI - 600 112 33ear Enaea ear t:.naea

NoteNo Particulars 31-03-2017 31-03-2016

Leave Salary - Compensated AbsencesThe Companyalso extendsdefinedbenefitplans in the form of Compensatedabsencesto emolovees.

The employe,eBenefitstowardsCompensatedabsencesare providedbasedonactuarialvaluationmadeat the end of the vear

EmployeebenefitstowardsCompensatedabsencesrecognisedin the StatementofProfit and Lossas follows:

a) Curentservicecost 45,510 28,303b) InterestCost 11,160 6,310c) Actuarialloss/(gain) on obligation (60,683) 96,796d) Total (4,013) 131,409

Actuarial Assumptions:The Principal assumptions used in determining gratuity benefit obligation anddetermining'company's liability towards employee benefits under compensatedabsences are furnished below:Discount rate 6.80% 7.60%The estimates of future salary increases, considered in actuarial valuation takeaccount of inftation,seniority,promotion,attrition and relevant factors, such assuonlv and demand in the emolovment market

18 Related Party Tranasactionsi) Where Control exists - -ii) Other related parties with whom transactions have been entered into during

the yeara) Individuals owning directly/indirectly aninterest in Voting I'owel

i) Suresh Krishna ii) Usha Krishna - -iii) Arathi Krishna iv) ,a.rundathi Krishn.

b) Enterprises over which above person(s) axerciseaiqnificant lnfluencsi) Sundram Fasteners Limited, Chennai

a) Services rendered 4,040,486 4,806,598ii) TVS Upasana Limited (formerly known as Upasaria Engineerin~

Limited), Chennaia) Inter Corporate Deposit Outstanding 11,500,000 11,500,000b) Interest income 1,150,000 1,150,000c) Interest receivable 1,035,000 1,035,000

iii) TVS Infotech Limited, Chennaia) Services availed 14,500 14,500

• iii) Key Managerial Personneli) R Somasundaram, Chief Executive Officerii) R Krishnan, Chief Financial Officer & Company Secretal)

19 Accounting Policies I compliance of Accounting Standards issued by theInstitute of Chartered Accountants of India. Annexure

20 Previous year's figures have been regrouped wherever necessary to

conform to current year's classification21 The Dlrectors.have waived their sitting fees.

22 Details of Specified Bank Notes (SBN)held and transacted during the period 08.11.2016 to 30.12.2016otner

Particulars SBNs denomination Totalnotes

ClOSingcash in hand as on 08.11.2016 - 6,521.00 6,521.00(+) Permitted receipts - 35,000.00 35,000.00(-) Permitted payments - 35,018.00 35,018.00(-) Amount deposited in Banks - -

Closingcash in hand ason 30.12.2016 - 6,503.00 6,503.00

RRAMAKRISHNAN SES MANI SRAMAKRISHNANDirector Director Director

RKRISHNAN NALINIRAJES,H As perour reportannexedChiefFinancialOfficer& Secretary Director For SUNOARAM& SRINIVASAN

RegnNo.0042078CharteredAccountants

Chennai RSOMASUNDARAM PMENAKSHISUNDARAM26thMay2017 ChiefExecutiveOfficer Partner

MembershipNumber217914

UPASANA FINANCE LIMITED, CHENNAI : 600 112 34

UPASANAFINANCE LIMITED, CHENNAI 600 112Annexure to Notes on Financial Statements for the year ended 31st March 2017Notes on Accounting PolicieslCompliance ofAccounting Standards prescribed by The Institute of Chartered Accountants of IndiaAS 1 Disclosure of accounting policies

The Company is followingaccrual basis of accounting for both income and expenses.AS 2 Valuation oflnventories

The Company has no Inventory. Hence this standard is not applicable., AS3 Cash Rowstatements '

The Cash Flow Statement has been prepared under indirect method and the same is attached.AS4 Contingencies and Events occurring after the balance sheet date

There are no events occuring after the Balance Sheet Date that require adjustment or disclosure.AS 5 Net Profit or loss for the period, prior period Items and changes in accounting policies

There are no prior period items. There are no changes in the accounting policiesof the Company from the previous year.AS 6 Depreciation Accounting

This standard has been omitted with effect from 30th March 2016.AS 7 Accounting for Construction Contracts

The above standard is not applicable to the Company; as it is not engaged in the business of construction.AS 8 Accounting for Research and Development

This standard has been withdrawn with effect from 1-4-2003.AS9 Revenue Recognition

Interest income is recognized using the time proportion method based on the rates implicit in the transaction.ASI0 Property, Plant & Equipment.

The Company has no fixed assets.AS11 Accounting for effects of changes in foreign exchange rates

The Company has no foreign exchange transactions.AS12 Accounting for Government Grants

The Company has not received any grant from the GovernmentASI3 Accounting oflnvestments

Investments are accounted at the cost of acquisition which includes stamp fee etc.AS14 Accounting for Amalgamatlon ,

NoAmalgamation was 'made during the year.AS15 Accounting for Employee Benefits

Please refer to Note No.17of Notes to Financial statementsASI6 Borrowing Cost

There is no borrowirig cost attributable to qualifying assets.AS17 Segment Reporting'

The Company is eugaged in the business of financing and accordingly there are no separate reportable segments.AS18 Related party disclosures

Please refer to Note No 18of Notes to Financial Statements,AS19 Account for Leases

The Company has not given or taken any assets on lease during the year.AS20 Earnings per share (EPS) ,

Basic earnings per share are disclosed in the Statement of Profit and Loss. There is no diluted earnings per share as there are no dilutive potentialequity shares.

Partticulars 2016-2017 2015-2016

Basic 1Diluted EPS before considering Extra-ordinary items (Rs.) 1.38 1.06Basic 1Diluted EPS after considering Extra-ordinary items (Rs.) 1.38 1.06Weighted average number of shares 4,278,000 4,278,000Face Value per share (fully Paid up) Rs.I0/- Rs.I0/-

AS21 Consolidated financial statementsThis Standard is not applicable to the Company.

AS22 Accounting for taxes on IncomeProvision for Income Tax is made as per the provisions of Income Tax Act, 1961.The Company has Deferred Tax Asset. However as a measure ofprudence no Deferred Tax asset has been recognised during the year

AS23 Accounting for Investments in associatesThis Standard is not applicable to the Company as the Company has noAssociate.

AS24 Discontinuing Operations 'The company has not discontinued any operations during the year.

AS25 Interim financial ReportingQuarterly financial results are published in accordance with the guidelines issued by SEBI. T.berecognition and measurement principles as laid downin the Standard are followedwitb respect to such results. Quarterly financial results are also subjected to a limited review by the Auditors as requiredbySEBI.

AS26 Accounting for Intangible AssetsTbe Company has no intangible assets.

AS27 Financial Reporting of Interests in Joint VenturesThe Company has no Joint Ventures.

AS28 Impairment of AssetsThe Company has no impaired assets.

AS29 Provisions, Contingent Liabilities and Contingent AssetsLiabilities Disputed and Not provided for

As at31103/2017

Rs.

As at311103/2016

Rs.(i) Income Tax 7,48,080 7,48,080AS30 Financial Instruments: Recognition and Measurement

This standard was withdrawn vide 360th meeting of the Institute of Chartered Accountants of India council held on November 7-9, 2016.INDASApplicabilityAs the Company is a Non-Banking Financial Company, the implementation of INDASare not applicable for the current year.

ICASANA FINANCE LIMITED, CHENNAI- 600 11235

UPASANA FINANCE LIMITEDCIN: L65191TN1985PLC011503

51 Hunters Road, Choolai, Chennai 600 112Tel: 044-43801111, e-mail: [email protected]

I

*Form No, MGT-11

Proxy form[Pursuant to section 105(6) of the Companies Act, 2013 and rule 19(3) of the Companies

(Management and Administration) Rules, 2014]

Name of the Member(s):

Registered address:

E-mailld:

Folio No'/Client Id & DP. Id:

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

'1. Name Address :

iEmailld Signature: , or failin9 him

I2. Name Address

Emailld Signature: , or failing him

3. Name Address

Emailld Signature:

as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the 32nd Annual General Meeting of the company, to be held on Saturday,the 23rd day of December, 2017 at 11.00 A.M. at YMCA Madras Youth Centre, No. 6/74, Ritherdon Road, Vepery, Chennai 600 007 and at any adjournmentthereof in respect of such resolutions as are indicated below:

Resolution No. Resolutions

1. To adopt the Audited Financial Statement for the year ended 31st March, 2017 together with Report of the Board of Direc-

tors and Auditors thereon

2. To appoint Mis. KALYANASUNDARAM & CO Chartered Accountants, Chennai (FRN: 0001676S) as Statutory Auditors of

the Company.

3. Appointment of Ms. Rekha Jain as Non-Executive Non Independent Director.

4. Appointment of Ms Bhavika Jain as Non-Executive Non Independent Director

5. Appointment of Ms Khushbu Jain as Non-Executive Non Independent Director

6. Appointment of Mr. Bharat Kumar Dughar as Non-Executive Independent Director

7. Appointment of Mr. Velu as Non-Executive Independent Director

Signed this ....... . day of December 2017

Signature of shareholder Affix

Signature of Proxy holder(s)RevenueStamp

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

UPASANA FINANCE LIMITEDCIN: L65191TN1985PLC011503

51 Hunters Road, Choolai, Chennai 600112Tel: 044-43801111, e-mail: [email protected]

PLEASE FILL ATIENDANCE SLIP AND HAND IT OVER AT THE ENTRANCE OF THE MEETING HALLI 'DPID:'Client Id:

I Folio No:

Name and Address of the Shareholder:

I hereby record my presence at the 32nd Annual General Meeting of the company held on Saturday, the 23rd day of December, 2017 at 11.00 A.M. at YMCAMadras youth Centre, No. 6/74, Ritherdon Road, Vepery, Chennai 600 007•Applicable for investors holding shares in electronic form

* Signature of Shareholder / Proxy

·lJPASANA FINANCE UMITEO; CH~ - 600 112_t_,' 36

. ." .', "" '. ; '. __:: ,':; .'" ,''-:;''*.; _ <','r:'" _"', _' ':'". .. '.:, .

RquTE MAP TO.3_'tdfNUAL GSJiERAL MEIttING VENUE .

. ' '

.' ,

upasana finance limited - bse india

Documents