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Upasana Finance Ltd.

BSE: 511764 Sector: Financials
NSE: N.A. ISIN Code: INE819K01014
BSE 13:17 | 16 Mar 29.80 -1.55






NSE 05:30 | 01 Jan Upasana Finance Ltd
OPEN 29.80
52-Week high 44.50
52-Week low 24.00
P/E 29.50
Mkt Cap.(Rs cr) 13
Buy Price 0.00
Buy Qty 0.00
Sell Price 29.80
Sell Qty 10.00
OPEN 29.80
CLOSE 31.35
52-Week high 44.50
52-Week low 24.00
P/E 29.50
Mkt Cap.(Rs cr) 13
Buy Price 0.00
Buy Qty 0.00
Sell Price 29.80
Sell Qty 10.00

Upasana Finance Ltd. (UPASANAFINANCE) - Director Report

Company director report



The Directors have pleasure in presenting the Thirty Second Annual Report togetherwith the audited accounts for the year ended 31st March 2017.


Income from Operations 2016-17 2015-16
Income from Operations 133.70 127.47
Less: Expenditure 67.61 74.73
Profit Before Tax and Extraordinary Items 66.09 52.74
Less: Extraordinary items - -
Less: Current Tax 7.50 7.25
Less: Earlier Tax (0.25) 0.17
Profit after Tax 58.84 45.32


a) Income

The income from operations of the company for the year under review was at Rs. 133.70lakhs as against Rs 127.47 lakhs during the previous year.

b) Profit after tax .

The profit after tax of the company for the year under review was Rs. 58.84 lakhs asagainst Rs. 45.32 lakhs during the previous year.


a) 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) Business Review

The Company continues to concentrate upon recovery of overdue receivables. Even whilepursuing the legal route the company attempts negotiations with customers for earlyrecovery of debts.

(c) Future Outlook

The Company is not entering into fresh contracts for business and is continuing toconcentrate upon recovery of overdue receivables and is hopeful that the impact of thisapproach on the net worth will be more beneficial to the Company.


In view of inadequate accumulated profit the Directors do not recommend any dividendfor the year under review.


An amount of Rs.1176807/- (Last year Rs.906498/-) has been transferred to SpecialReserve as per the requirement under Section 45 IC of the Reserve Bank of India Act 1934.The company has not transferred any amount to the general reserves.


An extract of the annual return in Form MGT-9 is appended as Annexure I to this Report.


Pursuant to regulation 15(2)(a) of SEBI (Listing Obligations and DisclosureRequirements) (LODR) Regulations 2015 prescribes that regulation 27 of LODR Regulationsis not applicable for Companies having paid up equity share capital not exceeding Rs.10Crores and Net worth not exceeding Rs.25 Crores 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 isRs. 12.16 Crores as on 31st March 2016 regulation 27 is hot applicable to the Company.


The existing composition of the company's board is fully in conformity with theapplicable provisions of the Companies Act 2013 with regard to Independent Directors andwomen directors during the year epded 31st March 2017.

Sri R Ramakrishnan (Din No.00236673) Sri S Ramakrishnan (Din No.00270433)Sri S E SMani (Din No 00686011) and Smt.Nalini Rajesh (Din No. 07140228) the directors of thecompany have resigned with effect from October 4 2017. The Board has co-opted Ms. RekhaJain (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 beenappointed as AdditionalIIndependent director of the Company with effect fromNovember 21 2017 based on the recommendations made by the Nomination and remunerationcommittee.

Necessary resolution for their appointment/confirmation is being placed for approval ofthe members at the AGM. The board recommends their appointment as directors of theCompany. A brief resume of theirs and other relevant information will be furnished in thenotice convening the AGM.


The Directors confirm that:-

a) in the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures;

b) the directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit of the Company for that year.

c) the directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with-the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities.

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 areoperating effectively.

f) the directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.


All the independent directors have submitted the declaration of independence asrequired pursuant to Section 149(7) of the Companies Act 2013 stating that they meet thecriteria of independence as laid down section 149(6) of the Companies Act 2013.


During the financial year 2016-2017 six board meetings were held respectively on 29thApril 2016 20th May 2016 9thAugust 201614thNovember 2016 13th February 2017aod 27thFebruary 2017. Sri R Ramakrishnan Director and Sri S E S Mani Director attended all themeetings. Smt Nalini Rajesh Director and Sri S Ramakrishnan Director attended fivemeetings of the Board.


Currently in line with the statutory requirement the Board has three committeesnamely the audit committee nomination and remuneration committee and stakeholder'srelationship committee.

a) Audit Committee

The committee consisted of Sri R Ramakrishnan Sri S Ramakrishnan and Sri S E S Maniall independent non-executive directors. Sri R Ramakrishnan is the Chairman of theCommittee. Mr. R Krishnan CFO & Company Secretary is the Secretary of the Committee.The Audit Committee met four times during.the financial year on 20th May 2016 9thAugust2016 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 ofreference interalia include the recommendation for appointment remuneration and terms ofappointment of auditors of the company examinations of the financial statement and theauditors 'report thereon and other matters specified for audit committees under Section177 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 Committee

The committee consisted of Sri R Ramakrishnan Sri S Ramakrishnan and Sri S E S Maniall independent non-executive directors. Sri R Ramakrishnan was is the Chairman of theCommittee. The Committee met once during the financial year on 20th May 2016. All themembers attended the meeting.

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

c) Stakeholders Relationship Committee .

The committee consisted of Sri R Ramakrishnan Sri S Ramakrishnan and Sri S E S ManiDirector all independent non-executive directors.. Sri R Ramakrishnan Director is theChairman of the Committee. The committee met once during the financial year on 29th March2017. All the members attended the meeting. .

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


The Board has adopted Whistle Blower Policy (vigil mechanism) in accordance with theprovisions of the Companies Act 2013 which provides a formal mechanism for alldirectors individual employees and other stakeholders of the Company to report theirgenuine concerns or grievances about unethical behavior actual or suspected fraud orviolation of the Company's code of conduct and ethics. The policy also provides foradequate safeguards against victimisation of director(s)/ employees(s) who avaii of themechanism and also provides direct access to the Chairman of the audit committee. Thewhistle blower policy is available in our website at thelink


The Board has on the recommendation of the Nomination and Remuneration Committeeframed a policy for selection and appointment of Directors Senior management and keymanagerial personnel and the remuneration of directors key managerial personnel and otheremployees. The Nomination and Remuneration Policy is attached in Annexure II of thisreport.


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

Sri. Bharat Kumar Dughar and Sri. Velu were appointed as Additional/Independentdirectors of the Company with effect from November 212017.

Necessary resolutions are placed before the members in the notice convening AnnualGeneral Meeting for confirmation of their appointment.

Smt. Nalini Rajesh Sri R Ramakrishnan Sri S Ramakrishnan and Sri S E S Mani thedirectors of the company have resigned with effect from 4th October 2017

Pursuant to section 203 of the Companies Act 2013 the following were the Whole timeKey Managerial Personnel of the company for the year ended 31st March 2017.

Sri R Somasundaram Chief Executive Officer

Sri R Krishnan Chief Financial Officer and Company Secretary .

Sri R Somasundaram CEO and R Krishnan CFO & Secretary have resigned from theirrespective positions with effect from 4th October 2017.

Pursuant to the share purchase agreement and approval letter from Reserve Bank ofIndia Ms Bhavika Jain Ms Rekha Jain and Ms Kushbu Jain have acquired 3000200 sharesfrom Sri Suresh Krishna Smt Usha Krishna Smt Arathi Krishna Smt Arundathi Krishna at aconsideration of Rs. 40/- per share.


Pursuant to the provisions of the Companies Act 2013 evaluation of all the Boardmembers its committees and the Board as a whole was done on an annual basis as per thecriteria for performance evaluation framework laid down by the Nomination and RemunerationCommittee and approved by the Board. During the year the Board adopted a formal mechanismfor evaluating its performance and as well as that of its committees and individualdirectors. The exercise was carried out through an evaluation process covering variousaspects of the Board's functioning such as composition of the Board and Committeesfrequency of meetings administration of meeting flow of information to the Boardexperience and competencies performance of specific duties and obligations disclosure ofinformation to the Board and Stakeholders etc. A separate exercise was carried out toevaluate the performance of individual directors who were evaluated on parameters such asattendance contribution at the meetings and independence judgment The Directors expressedtheir satisfaction with the evaluated results.


As stipulated by the Code for Independent Directors under the Companies Act 2013 aseparate meeting of the Independent Directors of the Company was held on 29th March 2017to review the performance of the Board as a whole taking into account the views of thenon-executive director..The independent Directors also reviewed the quality content andtimeliness of the flow of information between the Management and the Board and itscommittees which is necessary to effectively and reasonably perform and discharge theirduties. The directors were satisfied with the evaluated results. All the three independentdirectors namely Sri R Ramakrishnan Sri S Ramakrishnan and Sri S E S Mani attended themeeting on 29th March 2017.


The particulars required under Section 197(12) of the Companies Act 2013 read withrule 5(1) of the Companies Appointment and Remuneration of Managerial Personnel) Rules2014 is annexed to this Report as Annexure III and forms part of this report. Pursuant toSection 136 (1) of the Companies Act 2013 the report of the Board of Directors is beingsent to all the shareholders of the Company excluding the statement prescribed under Rule5 (2) of the Companies (Appointment and Remuneration) Rules 2014. The statement isavailable for inspection by the shareholders at the Registered Office of the Companyduring business hours.



Pursuant to Section 139 of the Companies Act 2013 M/s Sundaram& SrinivasanChartered Accountants Chennai were appointed as Statutory Auditors of the Company at the29th Annual General Meeting held on 26thSeptember 2014 for a consecutive period of threeyears uptothe conclusion of the 32nd Annual General Meeting. In terms of third provisounder Section 139(2) of the Companies Act 2013 the tenure of the incumbent Auditorsceases upon the conclusion of ensuing Annual General Meeting. The Board of Directors placeon record their sincere appreciation for the valuable services rendered by M/sSundaram& Srinivasan Chartered Accountants Chennai as statutory auditors of thecompany since its inception. The Auditors' report for the financial year ended 31st March2017 does not contain any qualification reservation or adverse remarks

The Board of Directors have recommended the appointment of M/s. Kalyanasundaram &Co Chartered Accountants Chennai as the statutory auditors of the Company for a term offive consecutive years till the conclusion of the Annual General Meeting of the Companyfor the financial year 2021-2022. The Company has received consent from them to serve asstatutory auditors of the Company if they are so appointed. They have also furnishednecessary certificate required under the Companies Act 2013 conveying their eligibilityfor appointment.


Pursuant to Section 204 of the Companies Act 2013 read with Companies (Appointment andRemuneration of Managerial personnel) Rules 2014 the Board of Directors have appointedM/s. Krishnamurthy & Co Company secretaries Chennai as the Secretarial Auditors ofthe Company to conduct the Secretarial Audit for the financial year 2016-2017. TheSecretarial Audit Report issued by Sri K Sriram Practising Company Secretary (CP No.2215) Partner M/s. S Krishnamurthy & Co. Company Secretaries Chennai in Form MR-3 isenclosed vide Annexure. IV and forms part of this report. The Secretarial Audit Reportdoes not contain any qualification reservation observation or any other adverse remarks.


The Board of Directors as per the recommendation of Audit Committee appointed SmtLatha Raghunathan (membership No.22689 with the Institute of Chartered Accountants ofIndia (ICAI) Partner L R Associates (Firm Regn. NO.001881S with ICAI) as InternalAuditors of the Company pursuant to Section 138 read with Rule 13 of the Companies(Accounts) Rules 2014 for the financial years 2014-15 to 2016-17.The internal auditreport has been reviewed by the audit committee. -

The Board has appointed Sidharth Metha & Co Chartered Accountants Chennai (FRNi008108S) as Internal Auditor for the year 2017-18


The Company has adequate system of internal financial controls to safeguard and protectfrom loss unauthorized use or disposition of its assets. All the transactions areproperly authorized recorded and reported to the Management. The Company is following allthe applicable Accounting Standards for properly maintaining the books of accounts andreporting financial statements. The internal auditor of the company checks and verifiesthe internal control and monitors them. The Company confirms that there are proper andadequate internal control systems and procedures commensurate with its size and nature ofits business for ensuring the orderly and efficient conduct of its business forsafeguarding its assets the prevention and detection of frauds and errors the accuracyand completeness of the accounting records and timely preparation of reliable financialinformation. The company has not noticed any major weakness in the internal financialcontrol procedures.


The Company had identified certain business risks and also the measures for dealingwith such risks which it faces in day to day operations of the Company. As the company isconcentrating in collection of overdues the traditional risks associated with Non-BankingFinancial Companies like Credit risk currency risk liquidity risk and interest rate riskare not applicable to the company. Flowever the company faces operational risks relatingto people process legal environment and external factors investment risk and regulatoryrisks. The company manages these risks by prudently investing its funds managing itspeople and complying with all the regulations. These risks are continuously reviewed andmonitored by the management. The Board also reviews the risks and corrective actions andmitigation measures are taken as and when needed.


There were no complaints/cases pursuant to the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013.


The company has nothing to report/disdose in respect of the following items as detailedbelow:

a) There were no material changes and commitments affecting the financial position ofthe Company which have occurred between the end. of the financial year of the Company towhich the financial statements relate and the date of the report.

b) The Company has no subsidiary associate or Joint venture companies and hencereporting on the performance and financial position of them as per AOC 1 and preparationof consolidated financial statements are not applicable to the company.

c) There is no change in the nature of business of the Company during the year.

d) No company have become or ceased to be its subsidiaries joint ventures orassociates during the year under review.

e) During the year under review the Company has not accepted any deposits from thepublic within the meaning of Section 73 of the Companies Act 2013

f) There are no significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and company's operations in future.

g) The company has not issued any equity shares with differential rights during theyear under review.

h) The company has not issued any shares including sweat equity shares to the employeesunder any scheme duringthe year under review.

i) The company was not required to constitute a CSR Committee as the company has notmet any of the thresholds mentioned in Section 135 of the Companies Act 2013 during thefinancial year under review. Hence reporting about policy on Corporate Socialresponsibility and the initiatives taken are not applicable to the company. '

j) The provisions of section 186 is not applicable to the company and hence reportingunder section 186 on loans guarantees and investments does not arise.

k) All related party transactions were entered at arms' length basis and in theordinary course of business. There were no material contracts or arrangements with relatedparties referred to in sub-section (1) of Section 1(38. Hence Form AOC-2 pursuant to theCompanies (Accounts) Rules 2014 is not enclosed

l) The Company has nothing to report On conservation of energy and technologyabsorption. There were no foreign exchange earnings or outgo for the company during theyear.


Your Directors wish to place on record their appreciation for the continued supportfrom all those assisting the recovery of over dues. The Directors also wish to thank theemployees for their co-operation. .

On behalf of the Board
Sd- -Sd-
Chennai Rekha Jain Bhavika Jain
November 212017 Director Director
DIN: 07704034 DIN: 07704015