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Paisalo Digital Ltd.

BSE: 532900 Sector: Financials
NSE: PAISALO ISIN Code: INE420C01042
BSE 00:00 | 07 Aug 395.30 14.25
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NSE 00:00 | 07 Aug 396.95 14.95
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OPEN 399.00
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VOLUME 701
52-Week high 470.90
52-Week low 144.30
P/E 30.93
Mkt Cap.(Rs cr) 1,672
Buy Price 356.50
Buy Qty 21.00
Sell Price 411.90
Sell Qty 3.00
OPEN 399.00
CLOSE 381.05
VOLUME 701
52-Week high 470.90
52-Week low 144.30
P/E 30.93
Mkt Cap.(Rs cr) 1,672
Buy Price 356.50
Buy Qty 21.00
Sell Price 411.90
Sell Qty 3.00

Paisalo Digital Ltd. (PAISALO) - Director Report

Company director report

TO

THE MEMBERS OF PAISALO DIGITAL LIMITED

Your Board of Directors have pleasure in presenting the 27th Board's Report of theCompany together with the Audited Financial Statements for the Financial Year ended March31 2019.

Financial Highlights

The standalone financial performance of the Company for the Financial Year 2018-19 issummarized below:

(Rs. in Million)
Particulars FY 2018-19 FY 2017-18
Revenue from Operations 3177.39 2736.70
Other Income - -
Less: Expenditure 2330.39 1905.93
Profit Before Exceptional Items and Tax 847.00 830.77
Exceptional Items-Income/(Loss) - -
Profit Before Tax (PBT) 847.00 830.77
Tax Expenses 279.29 270.41
Net Profit After Tax (PAT) 567.71 560.36
Other Comprehensive Income/ (Loss) - 38.13
Total Comprehensive Income for the Period 567.71 598.49
Transfer to Statutory Reserves (RBI Reserve Fund) 112.97 113.70
Transfer to General Reserve 390.00 380.00
Provisions of Standard Assets 2.92 19.28
Expenditure on CSR Activities 5.10 14.50

In the financial year 2018-19 Your Company has adopted Ind AS and such adoption wascarried out in accordance with the Ind AS 101 First-time Adoption of Indian AccountingStandards. The financial statements of the Company have been prepared in accordance withIndian Accounting Standards (Ind AS) as prescribed under Section 133 of the Companies Act2013 read with Companies (Indian Accounting Standards) Rules 2015 as amended and havebeen presented in accordance with the format prescribed in Division III [FinancialStatements for a Non-Banking Financial Company (NBFC) whose financial statements are drawnup in compliance of the Companies (Indian Accounting Standards) Rules 2015] of ScheduleIII to the Companies Act 2013 as notified vide Notification No. G.S.R. 1022(E) datedOctober 11 2018.

Revenue from operations for the year ended March 31 2019 has increased by 16.10 % atRs. 3177.39 Million over the corresponding previous year. The Net Profit of your Companyfor the financial year ended March 31 2019 stood at Rs. 567.71 Million as against the NetProfit of Rs. 560.36 Million for the financial year ended March 31 2018. Accordingly theProfit before Exceptional Items and Tax for the financial year ended March 31 2019reflects a marginal growth of 1.31 % over the corresponding Profit for the financial yearended March 31 2018. On a consolidated basis your Company achieved consolidated NetProfit of Rs. 563.83 Million for the said financial year.

Subsidiary

Nupur Finvest Private Limited a registered Non-Deposit taking Non-Banking FinanceCompany is the only Subsidiary Company of which the Company owned hundred percentshares.

Nupur Finvest Private Limited is engaged in business to provide loans. At the yearended March 31 2019 the net worth of the Company stood at Rs. 532.05 Million. During thereporting period the subsidiary reported income of Rs. 439.35 Million and Profit BeforeTax (PBT) and Profit After Tax (PAT) at Rs. 12.79 Million and Rs. 6.86 Millionrespectively.

Consolidated Financial Statements

In compliance with the applicable provisions of Companies Act 2013 includingapplicable Accounting Standard on Consolidated Financial Statements this Annual Reportalso includes Consolidated Financial Statements for the Financial Year 2018-19.Consolidated Income Rs. 3605.99 Million as against Rs. 3031.34 Million in the previousyear.

Review of Operations

The Company is providing a number of financial products like Business Loans SME &MSME Loans Income Generation Loans for business/self-employment purpose. During the yearunder review Company has posted 16.40% increase in the total finance business of theCompany.

Disbursements

During the Financial Year 2018-19 total disbursements reached to Rs. 15068.42Million. The Company is focusing to maintain the asset quality of its loan portfoliowithout compromising the risk profile.

Number of Customers

Total Customers outreach stood at 1044613 being increased by 18.88 % as compared toprevious year.

Net Worth and Capital to Risk Adjusted Ratio (CRAR)

The Net Worth of the Company increased to Rs. 6558.74 Million as on March 31 2019 fromRs. 6038.60 Million as on March 31 2018. The Capital to Risk Adjusted Ratio (CRAR) stoodat 34% as on March 31 2019 as against 32 % as on March 31 2018 which is much above therequirement as stipulated by Reserve Bank of India.

Dividend

Your Board is pleased to recommend a final dividend of Rs. 1/- (Rupee One only) pershare i.e. 10% on each fully paid equity share of Rs. 10/- (Rupees Ten Only) for FinancialYear 2018-19. The dividend if declared by the Members at the forthcoming Annual GeneralMeeting (AGM) shall be paid to the eligible Members of the Company.

During the financial year 2018-19 there was no amount of unpaid and unclaimed dividendfor a period of 7 years from the date it was lying in the unpaid dividend accordinglypursuant to provisions of Section 124(5) of the Companies Act 2013 no amount has beentransferred in the Investor Education and Protection Fund (IEPF) of the Central Governmentduring financial year 2018-19.

Fixed Deposits

Company has not accepted any public deposits and as such no amount on account ofprincipal or interest on public deposits was outstanding as on the date of balance sheet.

Scheme of Amalgamation of Agarwal Meadows Private Limited into the Company

The Scheme of Amalgamation of Agarwal Meadows Private Limited with Paisalo DigitalLimited as approved by the Board of Directors and Shareholders in their meeting held onFebruary 23 2018 and December 1 2018 respectively has also been sanctioned by theHon'ble National Company Law Tribunal Principal Bench at New Delhi (‘the Tribunal')vide its order dated May 17 2019 (certified copy of the Order not received till the dateof this report). Pursuant to the Scheme as sanctioned by the Tribunal all the assets andliabilities of Agarwal Meadows Private Limited will be transferred and vested in theCompany with effect from closing business hours of December 31 2017 being Appointed Datefor the purpose the Scheme and the Company will issue 5918 fully paid-up equity share ofRs. 10/- each for every 100 equity shares of Agarwal Meadows Private Limited of Rs. 100/-each as consideration to the shareholders of Agarwal Meadows Private Limited.

As on the date of this Report certified copy of the Tribunal Order not received to theCompany. After receiving of such order Company will submit the same to the Registrar ofCompanies and on such submission the Scheme shall come into effect.

Issue of Unlisted Unsecured Non-Convertible Debentures

During the year under review Company has raised Rs. 810.00 Million by issuing 14%Unlisted Unsecured Non-Convertible Debentures in the Nature of Subordinate Debt of Rs.10.00 Million each on private placement basis.

Board of Directors Board Meetings and Key Managerial Personnel

The Company's Board is duly constituted and is in compliance with the requirements ofthe Companies Act 2013 the Listing Regulations and provisions of the Articles ofAssociation of the Company. The Company's Board has been constituted with requisitediversity wisdom and experience commensurate to the business of your Company.

Change in Directors or KMP

During the year under review Mr. Harish Singh (DIN: 00039501) who retired at the 26thAnnual General Meeting was re-appointed as an Executive Director of the Company. TheBoard has appointed Mr. Sunil Srivastav (DIN 08068261) as an Additional IndependentDirector on April 12 2018. Further on September 29 2018 in the 26th Annual GeneralMeeting of the Company Shareholders have approved his appointment as an IndependentDirector for the term of five years commencing from April 12 2018. The Board at itsmeeting held on February 14 2019 confirmed the designation of Mr. Harish Singh WholeTime Director of the Company who is also acting as Chief Financial Officer as ExecutiveDirector and Chief Financial Officer. Other than above no other change took place in theBoard of the Company during the period under review.

Appointment/Reappointment of Directors or KMP

Reappointment of Mr. Anoop Krishna retire by rotation:

In terms of Section 152 of Companies Act 2013 Mr. Anoop Krishna (DIN 08068261) isliable to retire by rotation at the ensuing Annual General Meeting and being eligible forre-appointment offers himself for re-appointment. The Board of the Company recommendsre-appointment of Mr. Anoop Krishna as a Director of the Company liable to retire byrotation.

Reappointment of Mr. Naresh Kumar Jain as an Independent Director for second term:

In terms of Section 149 (10) an Independent Director shall hold office for a term uptofive consecutive years on the Board of the Company but shall be eligible forre-appointment on passing of a Special Resolution by the Shareholders of Companyaccordingly as recommended by the Nomination and Remuneration Committee of the Companyit is recommended by the Board to the Shareholders of the Company for re-appointmentof Mr.Naresh Kumar Jain as an Independent Director whose first term is completing on August 132019 for second consecutive term of 5 years subject to the approval of the Shareholdersof the Company through Special Resolution.

Declaration of Independence by Independent Directors:

Mr. Naresh Kumar Jain Mr. Pradeep Agarwal Mr. Gauri Shankar Ms. BhamaKrishnamurthyand Mr. Sunil Srivas-tav Independent Directors of the Company have declaredto the Board of Directors that they meet the criteria of Independence as laid down inSections 149(6) and 149(7) of the Companies Act 2013 and Regulation 16(1) (b) of SEBI(LODR) Regulations 2015 and there is no change in their status of Independence. The Boardplaces on records its deep appreciation for their continuous guidance support andcontribution to the Management of the Company.

Board Meetings

During the year under review a total of five Meetings of the Board of Directors of theCompany were held i.e. on May 02 2018; August 03 2018 (11:00 A.M.); August 03 (02:30P.M.); October 29 2018 and February 14 2019. Details of Board composition and BoardMeetings held during the financial year 2018-19 have been provided in the CorporateGovernance Report which forms part of this Report.

Policy on Directors Appointment and Remuneration

The Company strives to maintain an appropriate combination of Executive Non-Executiveand Independent Directors subject to a minimum of 3 (three) and maximum of 15 (fifteen)Directors including at least one-woman Director. The Nomination & RemunerationCommittee of the Company leads the process for Board appointments in accordance with therequirements of Companies Act 2013 Listing Regulations and other applicable rules orguidelines. All the Board appointments are based on meritocracy. Generally the ManagingDirector and Whole-time Directors (Executive Directors) are appointed for a period of fiveyears. Independent Directors of the Company are appointed to hold their office for a termof up to five consecutive years on the Board of your Company. Based on their eligibilityfor re-appointment the outcome of their performance evaluation and the recommendation bythe Nomination and Remuneration Committee the Independent Directors may be re-appointedby the Board for another term of five consecutive years subject to approval of theMembers of the Company. The Directors Key Managerial Personnel and Senior ManagementPersonnel shall retire as per the applicable provisions of the Companies Act 2013 and thepolicy of the Company.

The potential candidates for appointment to the Board are inter-alia evaluated on thebasis of personal and professional ethics standing integrity values and character;appreciation of the Company's vision mission values; prominence in businessinstitutions or professions; professional skill knowledge and expertise; financialliteracy and such other competencies and skills as may be considered necessary.

In addition to the above the candidature of an Independent Director is also evaluatedin terms of the criteria for determining independence as stipulated under Companies Act2013 Listing Regulations guidelines issued by RBI and other applicable regulations orguidelines. In case of re-appointment of Director the Board shall take into considerationthe results of the performance evaluation of the Directors and their engagement level.

The Company has Remuneration Policy for Directors KMPs and other employees which isreviewed by the Board of Directors of the Company time to time the policy represents theoverarching approach of the Company for the remuneration of Director KMPs and otheremployees. Company conducts a Board Evaluation process for the Board of Directors as awhole Board Committees and also for the Directors individually through self-assessmentand peer assessment.

Performance of the Board of Directors Its Committees and Individual Directors

Mounting stakeholders' expectations challenges faced by the Companies to operate underfluctuating economic conditions and increased regulatory requirements have brought thequality of performance of the Board of Directors under greater scrutiny. The Board ofDirectors have recognised that it would be important for them to continually assess howeffectively they are performing their roles against the objectives and the goals they haveset for themselves. This growing recognition has resulted in Board evolutions as acritical structural tool for assessing Board effectiveness and efficiency.

Considering the above fact and in the light of Company's performance the performanceof the Board of Directors and their committees along with performance of individualDirector is reviewed and evaluated from time to time by Nomination and RemunerationCommittee and the Board of Directors through various manner like discussion withDirectors by seeking views of one Director from other Directors inputs from theDirectors through structured questionnaires covering the various aspects of the Boardfunctioning such as adequacy of composition of the Board and its Committee Board cultureexecution and performance of specific duties obligations participation of Directors inthe various matters skill and knowledge of individual Director and independence ofjudgement contribution towards development of the strategy risk management. TheDirectors expressed satisfaction with the evaluation process. The performance of theDirector individually and collectively and performance of the Committees are foundsatisfactory. With the spirit of wealth creation for the Stakeholders of the Company yourDirectors are committed to give their efforts towards the development of the Company.

Independent Directors also reviewed the performance of the Board as a whole andassessed the quality and timeliness of the flow of the information between the CompanyManagement and Board.

Compliance with the Code of Conduct of Board of Directors and Senior Management

The Board of Directors and Senior Management of the Company have complied with theCompany's Code of Conduct applicable to Board of Directors and Senior Management. In thisregard Declaration signed by the Managing Director is annexed and forms part of thisReport.

Directors' Responsibility Statement

Pursuant to the requirement under Section 134(3)(c) read with Section 134(5) of theCompanies Act 2013 with respect to Directors' Responsibility Statement the Directors tothe best of their knowledge and belief hereby confirm that:

a) in the preparation of the annual accounts for the financial year ended March 312019 the applicable accounting standards have been followed and there are no materialdepartures from the same;

b) the Directors had 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 and loss of the Company for that period;

c) the Directors had 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 had prepared the annual accounts on a going concern basis;

e) the Directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively; and

f) the Directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.

Auditors & Audit Reports

Statutory Auditor and Statutory Audit Report

In terms of Section 139 of the Companies Act 2013 M/s Mukesh Kumar & CoChartered Accountants have been appointed as Statutory Auditor of the Company in the 25thAnnual General Meeting held on September 26 2017 for 3 years and same was confirmed bythe Shareholders at 26th Annual general Meeting pursuant to Section 40 of the Companies(Amendment) Act 2017 as notified by Ministry of Corporate Affairs vide its notificationdated May 7 2018.

The observations of Auditors in their report read with notes to the accounts areself-explanatory and do not call for any further explanation. The Auditors of the Companyhave not given any adverse remarks or disclaimers in the report.

Secretarial Auditor and Secretarial Audit Report:

In accordance with the provisions of Section 204 of the Companies Act 2013 read withRule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 and as a measure of good Corporate Governance practice Board of Directors in theirMeeting held on February 14 2019 has appointed M/s. Satish Jadon & AssociatesPracticing Company Secretary as Secretarial Auditor of the company to conduct SecretarialAudit of the Company for financial year ended March 31 2019 and to submit SecretarialAudit Report in Form No. MR-3.

A copy of the Secretarial Audit Report received from M/s. Satish Jadon& Associatesin the prescribed Form No. MR-3 is annexed to this Board's Report and marked as AnnexureA.

The Report of Secretarial Auditor is self-explanatory and no explanation is requiredthereon from the Board of Directors of the Company.

Fraud reported by auditors under Section 143(12) other than those which are reported totheCentral Government

Pursuant to provisions of Section 143(12) of the Companies Act 2013 the Auditors ofthe Company have not reported about any fraud which is being or has been committed in theCompany by its officers or employees.

Particulars of Loans Guarantees or Investments Under Section 186 of Companies Act2013

Being RBI registered Non-BankingFinancial Company pursuant to Section 186(11) of theCompanies Act 2013 the provisions of Section 186 except Sub-Section 1 of the saidSection shall not apply on the Company hence disclosure under Section 134 (3) (g) of theCompanies Act 2013 of particulars of the loans given investments made or guaranteesgiven or securities provided under Section 186 of the Companies Act 2013 is notapplicable to the Company. However the details of Investment made by the Company havebeen disclosed in the Note: 6 of the Notes to the Financial Statement for the year endedMarch 31 2019. The Company has given its guarantee only for the credit facilities availedby its Wholly Owned Subsidiary M/s. Nupur Finvest Private Limited.

Related Party Transactions

During the financial year ended March 31 2019 transactions with the Related Partiesas defined under the Companies Act 2013 read with Rules framed thereunder and SEBI (LODR)Regulations 2015 (Listing Regulations) were in the ‘ordinary course of business' and‘at arm's length' basis. During the year under review your Company did not enterinto any Related Party Transactions which require prior approval of the Members. AllRelated Party Transactions of the Company had prior approval of the Audit Committee andthe Board of Directors as required under Companies Act 2013 and Listing Regulations.Subsequently the Audit Committee and the Board have reviewed the Related PartyTransactions on a quarterly basis. The Company has an internal mechanism for the purposeof identification and monitoring of Related Party Transactions. During the year underreview there has been no materially significant Related Party Transactions havingpotential conflict with the interest of the Company. Since all Related Party Transactionsentered into by your Company were in the ordinary course of business and also on an arm'slength basis therefore details required to be provided in the prescribed Form AOC - 2 isnot applicable to the Company. Necessary disclosures required under the Ind AS 24 havebeen made in Note: 37 of the Notes to the Financial Statements for the year ended March31 2019.

Policy on materiality of related party transactions and on dealing with related partytransactions is displayed on the website of the Company at www.paisalo.in.

Material Changes and Commitments if any Affecting the Financial Position of theCompany

Subsequent to the end of the financial year on March 31 2019 till date of this reportthere has been no material change and / or commitment which may affect the financialposition of the Company.

Significant and Material Litigations / Orders

During the year under review there were no significant material orders passed by theRegulators / Courts and no litigation was outstanding as on March 31 2019 which wouldimpact the going concern status and future operations of the Company.

Conservation of Energy Technology Absorption and Foreign Exchange Earnings and Outgo

Considering the nature of business undertaken by the Company during the year underreview the particulars pursuant to Section 134 (3) (m) of the Companies Act 2013 readwith Rule 8 of the Companies (Accounts) Rules 2014 to the extent applicable are asfollows:

• Since the Company does not own any manufacturing facility the particularsrelating to conservation of energy and technology absorption have not been furnished.

• Foreign Exchange earnings for the Company during the financial year under reviewwas nil and Company's Foreign Exchange outgo during the financial year under review wasRs.44.38 lakhs.

Corporate Social Responsibility

In accordance with the provisions of Section 135 of the Companies Act 2013 read withrules made thereunder Company has constituted a Corporate Social ResponsibilityCommittee which framed a Board approved CSR Policy for the Company and the same isavailable on the website of the Company. CSR Policy of the Company has vision to makeconcrete efforts towards providing preventing health care sustainable development ofgreen environment and welfare of animal etc. Generally Company under took its CSRactivities through the outside Implementing Agency(ies) which are carrying out such kindof CSR activities similar to the activities as approved by the CSR Committee and Board ofthe Company under the CSR Policy of the Company. For the financial year 2018-19 the Boardof Directors of the Company in their meeting held on May 2 2018 approved Rs. 15.30Million as the budget for CSR activities. But due to difficulty to find out other suitableimplementing agency as the activities carried out by the existing implementing agenciesthrough which Company carrying out its CSR activities were not as per recommendation ofthe Company only Rs. 5.10 Million was spent out of budget amount during the financialyear 2018-19. For the balance amount of the CSR budget of financial year 2018-19 CSRCommittee and Board have recommend to carry forward the same and will be spent along withthe CSR budget of financial year 2019-20.

Composition of CSR Committee is disclosed in Corporate Governance Section of thisAnnual Report as part of Board's Report and other details as required under Companies Act2013 is as annexed with this Report as

Annexure B.

Internal Financial Control

The Company remains committed to improve the effectiveness of Internal FinancialControls and processes which would help in efficient conduct of its business operationsensure security to its assetsprevention and detection of frauds and errors accuracy andcompleteness of accounting records and timely preparation of reliable financialinformation.

The Internal Financial Controls with reference to the financial statements are adequatein the opinion of the Board of Directors.

The Company has a proper system of internal controls to ensure that all assets aresafeguarded and protected against loss from unauthorized use or disposition and thattransactions are authorized recorded and reported correctly.

The internal control is supplemented by an extensive program of internal externalaudits and periodic review by the Management. This system is designed to adequately ensurethat financial and other records are reliable for preparing financial information andother data and for maintaining accountability of assets. An independent firm of CompetentChartered Accountants has been engaged by the Company for conducting internal audit toexamine and evaluate the adequacy and effectiveness of internal financial control systemof the Company. The Internal Audit team is responsible to assist the Audit Committee andRisk Management Committee on an independent basis with a complete review of the riskassessments and associated management action plans. The Internal Audit Reports and Riskrelated report are reviewed periodically by the Audit Committee and Risk ManagementCommittee of the company. The Audit and Risk Management Committee advises on various riskmitigation exercises on a regular basis.

Internal Financial Control System of the Company is modified continuously in accordancewith the dynamic changes in the business conditions and to comply with the applicablelaws regulations statutory and accounting requirements.

Risk Management

Non-Banking Financial Companies (NBFCs) form an integral part of Indian financialsystem. NBFCs are required to ensure that a proper framework on Risk Management System isformulated and put in place. For this purpose Company in addition to Audit Committee hasalso constituted Assets Liability Management Committee and Risk Management Committee tofacilitate the Board to address the risk associated with the business of the Company anddeveloped and implemented a Risk Management Policy to ensure sustainable business growthwith stability and promote a proactive approach in reporting evaluating and resolvingrisks associated with the Company's business. The Policy also highlights the functionsresponsibilities and role of the Committees and Board to address the risks associated withthe Company and to mitigate/reduce the impact of the risk on the Company.

The Company follows a disciplined risk management process and takes business decisionswith balanced risk-reward paradigm.

Human Resources

Company's industrial relations continued to be harmonious during the period underreview.

The Company strives to provide the best work environment with ample opportunities togrow and explore. Healthy cordial and harmonious industrial relations have beenmaintained by the Company at all levels.

Information required under Sexual Harassment of Women at Work Place (PreventionProhibition & Redressal) Act 2013

The Company has a policy against sexual harassment and process for dealing withcomplaints of harassment or discrimination in line with the requirements of the SexualHarassment of Women at Workplace (Prevention Prohibition & Redressal) Act 2013. TheDirectors further state that during the year under review there was no case filed pursuantto the Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act2013.

Disclosures as per the Provision of Section 197 (12) of Companies Act 2013

Information in accordance with provisions of Section 197(12) of the Companies Act2013 read with Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 are forming part of this Report as Annexure C. The statement containingparticulars of employees as required under Section 197 (12) of the Companies Act 2013read with Rule 5(2) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 may be obtained by the Members by writing to the Company Secretaryof the Company.

Credit Rating

M/s Infomerics Valuation and Rating Pvt. Ltd. through its letter dated 29 June 2019assigned following rating to Company's instruments: i) Long Term Banks Loans Rating of Rs.9900.00 Million (increased from Rs. 8000.00 million): Rating IVR A/Positive Outlook (IVRSingle A with Positive Outlook).

Compliance of Reserve Bank of India Guidelines

The Company always adheres to comply with applicable provisions of prudential normsrules regulations and guidelines issued by Reserve Bank of India for Non-BankingFinancial Companies.

Compliance of Applicable Secretarial Standards

The Company has complied with the provisions of applicable Secretarial Standards issuedunder the Companies Act 2013.

Timely Repayment of Debt Liabilities

During the year under review the Company has duly serviced all its debts obligationsin time.

Extracts of Annual Return

Pursuant to section 92(3) of the Companies Act 2013 and Rule 12(1) of the Companies(Management and Administration) Rules 2014 Extracts of Annual Return in the form MGT-9is annexed herewith as integral part of this Report and marked as Annexure D.

Management Discussion and Analysis of Financial Conditions

An analysis of the financial conditions and results of operations of the Company forthe year under review has been represented in the Annual Report as a separate section onManagement Discussion and Analysis as an integral part of this Report.

Corporate Governance

Your Company strives to ensure that best corporate governance practices are identifiedadopted and consistently followed. It is ensured that the practices being followed by theCompany are in alignment with its philosophy towards Corporate Governance. Your Companybelieves that good corporate governance is the basis for sustainable growth of thebusiness and effective management of relationship among constituents of the system andalways works towards strengthening this relationship through corporate fairnesstransparency and accountability. Your Company give prime importance to reliable financialinformation integrity transparency fairness empowerment and compliance with law inletter and spirit.

The report on corporate governance forms an integral part of this report and is set outas separate section of this Report and marked as Annexure E.

In compliance with the provisions of Regulation 34 of the SEBI (LODR) Regulation 2015read with Schedule V to the said Regulations the Corporate Governance Report of theCompany for the financial year ended March 31 2019 and a Certificate from SecretarialAuditor on compliance with the provisions of Corporate Governance requirements asprescribed under the Listing Regulations are annexed and forms part of this Report.

Acknowledgments

Your Board acknowledges and appreciates the relentless efforts of the employees andstaff including the management team headed by the Executive Directors who always lead fromthe front in achieving a commendable business performance year on year despite achallenging business environment. Your Board is indebted for the unstinted support andtrust reposed by you the Members. Your Board wishes to place on record its deepappreciation of the Non-Executive Directors of the Company for their immense contributionby way of strategic guidance sharing of knowledge experience and wisdom which helpsyour Company to take right decisions in achieving its business goals. Your Boardacknowledges the support and co-operation received from all regulatory authorities of theCentral Government and all State Governments in India. Your Board takes this opportunityto thank all its Banks and other stakeholders as it considers them essential partners inprogress and your Board is also looking forward to continued support and co-operation infuture.

Date : May 17 2019 For & on behalf of the Board of Directors of
Place : New Delhi Paisalo Digital Ltd.
Sd/- Sd/-
(Sunil Agarwal) (Harish Singh)
Managing Director Executive Director
DIN : 00006991 DIN : 00039501