uttrayan · 2020-02-25 · 42 years of work experience in banking and financial services. his...

��ANNUAL REPORTANNUAL REPORTANNUAL REPORT

UTTRAYANUTTRAYAN

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UTTRAYAN FINANCIAL SERVICES PRIVATE LIMITED

Board of Directors

Letter to the Stakeholders

Operational Presence

Operational Results

Financial Spotlights

Milestone Achieved

Our Loan Products

System Efficiency & Operational Efficiency

Human Resource, Training & Development

Internal Control System

Client Survey Process Flow

Grievance Redressal Mechanism

List of Bankers/Lenders & Gross Loan Outstanding

Customer Case Studies

Directors' Report

Independent Auditors' Report

Notice for Annual General Meeting

About the Company

Legal Credentials & Statutory Auditors

Vision, Mission & Objectives

3

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11131420

2123

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Content

UTTRAYANUTTRAYAN

UTTRAYANUTTRAYAN

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Uttrayan Annual Report # 2018 - 19 ��

Uttrayan Financial Services Private Limited (UFSPL) is a registered NBFC-MFI providing

comprehensive financial solution to the people who are deprived from mainstream financial services

through formal sources /channels. Uttrayan works for alleviation of poverty through economic

intervention and social empowerment of the underprivileged class of the society, with special focus

on women and promotes work empowerment. Uttrayan is equipped with technology-driven delivery

model ensuring low cost operations and innovative products which best suit the requirement of its

clientele.

During June 2008, the management acquired an NBFC in the mane and style of Chotanagpur Trade &

Investments Private Limited

On 4th June, 2009 the name of the Company has changed from Chotanagpur Trade & Investments

Private Limited to Uttrayan Financial Services Private Limited on 10th June, 2014 the Company

received NBFC-MFI License from Reserve Bank of India.

Uttrayan Annual Report # 2018 - 19��

UTTRAYANUTTRAYAN

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Company Name : Uttrayan Financial Services Private Limited

Corporate Identification Number : U67120WB1995PTC071237

Incorporation Details : Incorporate on 26th April 1995 with ROC, Kolkata

Registered Office Address : CF- 32, Salt Lake City, Sector-I, Kolkata - 700 064

Registration with RBI : Registered with RBI as NBFC-MFI (COR B-05.00575)

Permanent Account Number : AABCC0070E

Phone No. : 7044048874

E-mail : [email protected]

Website : www.uttrayan-mfi.com

M/s. Ray & Ray

Chartered Accountants

Webel Bhavan, Ground Floor, Block - EP & GP,

Sector - V, Salt Lake, Kolkata - 700 091

Tel. : +91-33-40648107

E-mail : [email protected]

Website : www.raynray.net


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Providing cost effective financial services and integrated

community development, for the economic and social

empowerment of women leading to better l ivelihood

opportunities.

To spread in West Bengal and neighboring states through different

financial and development activities with 1000000 outreach by

2025.

· To improve the standard and quality of life of poor women by providing them with micro-credit at affordable price. Such credit will enhance their earnings and they can spend on nutrition of children, education of children, shelter and food for themselves

· Sustainable development & Creating value for stakeholders

· Being acknowledged as an admirable and trusted Company

· Promotion of Health, education and environment.


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Mr. Kartick Biswas

Founder & Managing Director

Mr. Apu Dhar

Director

Mr. Biswas is the founder promoter of Uttrayan Financial Services Pvt. Ltd. which started its operations way back in 2001 in the form of a Non Governmental Organisation (Sahara Uttarayan) with its prime objective of poverty alleviation and empowerment of the poor especially for women & with the phenomenal success over few years of leading the NGO, he had realized to set up a corporate house for spreading the wings of the NGO operation. In 2008 Uttrayan has acquired a NBFC Company namely Chotanagpur Trade & Investments Private Limited which was renamed as Uttrayan Financial Services Pvt. Ltd. and received NBFC-MFI license from RBI in the year 2014. Mr. Biswas is a B. Sc graduate from Calcutta University. He brings with him an enriched experience of Micro Finance Industry for over 18 years. He is an expert in SHGs, JLGs, rural appraisal, finance, funds, operations and project monitoring. He understands & well manages business plan. He was part of the core team, which set up and built Uttrayan from inception. As the Head of Uttrayan, his role included building and growing the company's portfolio in these sectors. He has good leadership qualities and can lead and represent the organization in all areas. He has enriched his knowledge by attending different programmes and seminars on this field organized by different leading institutions for institutional development. Training imparted from RMK, NMDFC- New Delhi, Planet Finance, EDA and Care India. He was recently selected to participates in the Harvard Business School - Accion Program on “Strategic Leadership on Inclusive Finance", Boston, USA. He is a certified participant in IIM-A SIDBI Programme on Challenges of Managing Inclusive Finance in India held at the Indian Institute of Management, Ahmedabd during November 2017. He is also a Board Member of AMFI-WB. Being the Managing Director of the Company he looks after the Finance, Administration and Audit of the Company.

thSince, 08 August, 2008, Mr. Biswas has been inducted as full time executive director with the Company.

Mr. Dhar holds a bachelors' degree in B.A from Calcutta University. He has been a Director on our Board since March 25, 2009 and has over 18 years of experience in the Micro Finance sector. Mr. Apu Dhar is a veteran in the microfinance industry with an extensive stint for more than a decade at the apex. He has extensive exposure in all areas of microfinance – field activity, finance, accounts and operations. He has attended different programmes and seminars in microfinance. He has specialized knowledge and experience in operation having capability to lead bigger teams. He is expert in delinquency management. He has also experience in providing training and works as a faculty member for in-house training of Uttrayan. Mr. Dhar has been inducted as full time executive

thdirector of the Company with effect from 25 March, 2009.


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Mr. Bijon Kanti Choudhury

Non-Executive Director

Mr. Choudhury was associated with UCO bank and retired as

Deputy General Manager before joining the Boards of Uttrayan.

He comes with vast knowledge and enriched experience in the

domain of credit, treasury and investment activities of the

Banks and Financial Institutions. During his tenure with UCO

Bank, he served as the Zonal Head of the bank and was in

charge of Industrial Finance Branch, Kolkata. He has more than

42 years of work experience in Banking and Financial Services.

His education qualifications are M.Sc, CAIIB, CFA (Prelims). In

Uttrayan, he extends his expertise in Policy making, Internal

Control, Risk management and an active member of Audit

Committee. He had associated with Uttrayan as Non-executive thDirector effective from 27 April, 2012.


Mr. Anindya Sen

Mr. Sen had retired from the designation of Senior Vice

President (eastern Zone) of Axis Bank Limited. He has a vast

experience in Financial and Banking sector with profound

knowledge in Risk Management and modern Banking and

Financial systems. He has more than 43 years of work

experience in Banking and Financial services especially in Risk

Management domain. His education qualifications include B.Sc

in Chemistry, B.A, and CAIIB. In Uttrayan, he looks after the Risk

Management and Internal Audit being an active member of the

Audit Committee. He had associated with Uttrayan as Non-

executive Director effective from 18th June, 2014.

Mr. Tarakanta Mohapatra

Nominee Director of SIDBI

Mr. Mohapatra currently serves as a Asst. General Manager,

SFMC Vertical at Small Industries Development Bank of India

(SIDBI). Having wide experience for over 21 years in development

Banking and worked in various capacities in various branches,

Regional Offices and Head Office. Looked after various

departments including Credit. He has been appointed as the

Nominee Director of Uttrayan Financial Services Private

Limited, Kolkata representing SIDBI since 15th January, 2019. He

also holds directorship in other company. His education

qualifications includes M. Com, Master of Finance & Control,

CAIIB and CFA. He was being appointed as Nominee Director, threpresenting SIBDI in the board of UFSPL effecting from 15


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stAS on 31 March, 2019, Board comprised of 5 Directors out of which 2 are Non Executive Director and 1 stNominee Director. The names and nature of Directorship as on 31 March, 2019 are given below:

Composition of Board of Directors

Mr. Kartick Biswas

Chairman cum Managing Director

DIN : 02207249

Mr. Apu Dhar

Executive Director

DIN : 01726461



DIN : 05266512

Mr. Anindya Sen


DIN : 06891066

Mr. Tarakanta Mohapatra

Nominee Director (SIDBI)

DIN : 08351865

* Mr. Probindu Kumar Biswas was resigned on 10.10.2018

* Mr. Tarakanta Mohapatra was inducted on 15.01.2019 in place of Mr. Arata Kumar Sahoo, representing SIDBI.

The details of composition of the Committee of the Board of Directors as on March 31, 2019 are as under:

2. Banking Committee :

Mr. Kartick Biswas (Chairman)

Mr. Apu Dhar (Member)

3. Corporate Social Responsibility Committee :

Mr. Kartick Biswas (Chairman)

Mr. Apu Dhar (Member)

1. Audit Committee :

Mr. Bijon Kanti Choudhury (Chairman)

Mr. Kartick Biswas (Member)

Mr. Anindya Sen (Member)

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It gives me immense pleasure to present to you our stAnnual Report for the financial year ended 31

March, 2019. This report describes the financial

results of Uttrayan during this period 2018-19 and

also highlights some of the key operational

performance during this period. I am pleased to

share that Uttrayan has recorded outstanding

growth in AUM and profitability. In fact, over the last

three years, the Company has reported AUM

growth of nearly 25 percent, growing from 1377

million in FY16-17 to 2266 million in FY18-19. We

have successfully restructured the AUM share in

the neighboring states of west Bengal, shifting high

portfolio concentration from West Bengal to

Assam, Bihar and Odisha of eastern India and

starting MFI business in Punjab & Uttrakhand of

Northern India which have been reported doing well

and will see as a potential client base for coming

days. The Company has also started business

operation in the state of Sikkim, Punjab &

Uttrakhand capturing six districts in these three

states. A total of 11 new branches were opened in

Sikkim, Punjab, Uttarakhand and Odisha which is

perfectly translated the signs of successful

operation at the ground. Based on current trends

and prospects, we are confident of our continuing

outperformance over the industry in the

foreseeable future as well.

Let me take this opportunity to introduce a brief

background of the Company. Uttrayan Financial

Services Private Limited is a Non Banking

Financial Company (NBFC-MFI) registered under

Reserve Bank of India (RBI) Kolkata. We started our

microfinance on-lending operation way back in the

year 2001 with its head office at Kolkata, by

providing small ticket size loan to the poor woman in

rural and semi-urban area through group based

system. Our Company provides livelihood

promotion services comprising of livelihood and

other Micro financial services to those population

segments which are mostly un-reached by the

formal banking systems with the principal purpose

of promoting sustainable livelihoods.

Uttrayan is now working with 87 branches with

presence in 8 states i.e. Assam, Bihar, Odhisa,

West Bengal, Sikkim, Meghalaya, Uttrakhand &

Punjab. We are providing financial assistance more

than 18,01,00 beneficiaries til l date since

incorporation across the Country to make their way

out of poverty.

This financial year 2018-2019 has been a milestone

in a way that we have crossed a benchmark portfolio

of Rupees Two Hundred Crore (incl. managed

portfolio). We have started our business in the state

of Punjab, Sikkim and Uttarakhand capturing six

districts in addition to Odisha (four new districts).

Overall the total number of Branches of the

company increased from 76 to 87 in this financial

year adding up 11 new branches accorss the

country.

Your company has implemented technological

advancement as the disbursement of loan amounts

to all the clients are completely done only in

electronic mode without any cash disbursement

also biometric equipments has been installed in all

the 87 Branches along with Head Office in Kolkata.

Also, Company has developed and implemented

mobile based application (android app) to take care

the micro finance field level operations.

As you know the company's Mission is to provide

cost effective financial services and integrated

community development, for economic and social

empowerment of women leading to better

livelihood opportunities and the Vision of the

Company is to spread in West Bengal and

neighboring states through different financial and

development activities with 10,00,000 outreach by

2025. Standing on the vision of the Company we are

currently operating in 8 states (West Bengal,

Assam, Bihar, Meghalaya, Odisha, Sikkim,

Uttrakhand & Punjab; having 87 branches, 38

Districts) compared to 5 states and 76 Branches

and 28 Districts in the previous year.

Performance of the Company:

Your company has successfully started its

operation in the states of Punjab, Sikkim and

Uttarakhand turned the focus to northern and north

eastern states. The Company is determined in

opening its Branches in the states of North Western

parts of the country in the succeeding financial year

keeping our mission and vision in mind. The

Company has a network of 87 branches across 8

States with presence in 38 districts, 2961 villages

and 7661 centers. Uttrayan's AUM grew by 22

percent from Rs.185.65 crores in FY 2017-18 to

Rs.226.67 crores in FY 2018-19, active loan

accounts increased by 6.06 per cent to 138436 from

130521 last year. Loan of Rs.348.76 cr. was

disbursed during the financial year (incl. BC) having

average loan size disbursed Rs.26,502 during the

year, and these loans have a 99.90 per cent

repayment rate. The Portfolio at risk (>30days) incl.

BC has reduced to 0.82 per cent from 0.90 per cent

last year. The Company's operational revenue grew

by 31.42 per cent to Rs.46.84 Cr. for period FY18-19

compared with Rs.35.64 Cr. for FY17-18. Loan loss

provisions stood at Rs.1.93 cr. made for period FY-

18-19 as per the company's policy. We are now

servicing over 138436 customers in 8 states.

The profit after tax has increased to Rs. 6.27 crores

in the FY 18-19 from Rs. 5.53 crores in the last

financial year. In keeping with the trend of recent

years, and considering the adverse affect of

economic slowdown, liquidity crisis from Bank/FI of

and maintaining adequate liquidity for repayment of

debts (short tenor Banks/FIs/NBFC loans) for MFIs,

our Company's performance in the year under

review was, by all measures, again remarkable.

At the end of this eventful and successful year, I

would like to take this opportunity to extend my

sincere thanks to our clients, employees, banking

partners, Board of Directors and well-wishers for


UTTRAYANUTTRAYAN

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ltheir support towards attaining the goal of the

organization. I am looking forward for your

continued support for our healthy business

propagates in future.

With best wishes,

Kartick Biswas

Managing Director


UTTRAYANUTTRAYAN

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As on March, 2019 Uttrayan Financial Services Private Limited has 87 branches which is spread across 38 districts of 8 States in the Eastern, North-Eastern & Northern India. During the year, We have started our business in the state of Punjab, Sikkim and Uttarakhand capturing ten more districts, eleven new branches across the country.

Gross Loan Portfolio (GLP) (State-wise share)

West Bengal

(9 Districts, 52 Branches)

North 24 ParganaSouth 24 ParganaBirbhumMaldaUttar DinajpurMurshidanadNadiaBardhamanHoogly

Bihar(6 Districts, 9 Branches)

Vaishali

Begusarai

Samastipur

Muzaffarpur

Nalanda

Patna

GLP (FY 18-19): INR 147.63 Cr

FY 17-18: INR 153.90 Cr

GLP (FY 18-19): INR 30.13 Cr

FY 17-18: INR 14.75 Cr

GLP (FY 18-19): INR 29.70 Cr.

FY 17-18: INR 11.90 Cr

Assam(7 Districts, 9 Branches)

Barpeta

Chirang

Darrang

Goalpara

Kamrup

Kamrup Metro

Sonitpur

Meghalaya(1 District, 1 Branch)

RibhoiGLP (FY 18-19): INR 2.72 Cr.

FY 17-18: INR 1.57 Cr


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GLP (FY 18-19): INR 10.93 Cr.

FY 17-18: INR 3.54 Cr

Odisha(9 Districts, 9 Branches)

Anugul

Balangir

Balasore

Bhadrak

Jajapur

Kurdha

Mayurbhanj

Rayagada

Sambalpur

GLP (FY 18-19): INR 1.69 Cr.

Punjab(2 Districts, 2 Branches)

Mohali

Ludhiana

Uttarakhand(2 dist., 2 branches)

Dehradun

Haridwar

GLP (FY 18-19): INR 0.73 Cr.

GLP (FY 18-19): INR 3.14Cr.

Sikkim(2 Dist., 3 branches)

East Sikkim

South Sikkim


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OPERATIONAL RESULT 2016-2017 2017-2018 2018-2019

A

B

C

D

E




1

2

3 No. of Villages 2042 3128 3927

4 5 8No. of States

No. of Districts 15 28 38

Organizational Data

1 Total Branch Strength 63 76 87

2 Employee Strength 310 387 438

Credit Recovery Officers (CRO) 181 246 276

Branch Support Staff 94 106 119

HO Staff 35 35 43

1 No. of Centres 4,556 12,939 15,321

2 No. of Groups 9,111 51,756 61,284

3 No. of Borrowers (Active) 1,04,716 1,30,644 1,38,574

4 No. of Members 1,26,168 1,65,830 1,92,955

1 No. of Semi-Urban Borrowers (' L) 63,447 67,530 10,415.03

2 No. of Rural Borrowers (' L) 41,269 63,114 12,251.60

3 Adv. for Agriculture (' Lac) 5,676 2,193.57 3,325.38

4 Adv. for Trading Activity (' L) 6,900 12,321.47 15,710.48

5 Adv. for Mftd. Activity (' L) 189 1,221.11 3,498.72

6 Adv. for Others (' Lac) 1013 2,828.94 132.05

Portfolio Details

1 No. of Loans Disbursed during the year (incl. BC) 94,971 1,19,646 1,31,610

2 Total Amount of Disbursement during the year (' Lac) 19,357 27,880 34,883.67

3 Average Loan size disbursed during the ys (' ) 20,382 23,302 26,505

4 Cumulative Disbursement (since inception) (' Lac) 54,767 82,647 1,17,555.41

5 Principal Due during the year (' Lac) 14,648 22,840 30,664.85

6 Principal Collected during the year (' Lac) 14,627 22,287 30,603.52

7 Recovery % for the year 99.86% 99.77% 99.80%

8 No. of Loan Outstanding at the end of the year 1,04,716 1,30,644 1,38,574

9 Portfolio O/S at the end of the year (' Lac)

i Own Portfolio 7,314.78 14,745.99 19,336.83

ii Managed Portfolio 6,463.12 3,819.10 3,330.21

Total Portfolio (AUM) (' Lac) 13,777.90 18,565.09 22,667.04

10 Portfolio At Risk (>30 Days) 1.05% 0.90% 0.61%


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Gross Loan Portfolio (GLP) IN Cr.

0.00

50.00

100.00

150.00

200.00

250.00

Managed Portfolio

Own Portfolio

Mar. 15 Mar. 16 Mar. 17 Mar. 18 Mar. 19

State wise GLP in Cr.

0.731.693.14

10.93

2.72

30.13

29.70 147.63

WEST BENGAL

ASSAM

BIHAR

MEGHALAYA

ODISHA

SIKKIM

PUNJAB

UTTARAKHAND

19.00

52.70

64.63

38.19

33.30

193.37

147.46

73.15

37.4032.60


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Cyclewise POS (Portfolio Outstanding)

No. of Loans 5736971.88POS (Rs. In Cr.)




Gross Revenue

PAT

0.00

0

5

10

8.2010.00

20.00

30.00

40.00

50.00

Mar. 15

2016 - 2017

2.64

5.536.27

2017 - 2018 2018 - 2019

Mar. 16 Mar. 17 Mar. 18 Mar. 19

14.5320.20

35.64

46.84

Amt. (Rs. Cr.)

PAT (Rs. In Cr.)


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Return on Assets (ROA %)

3.2

3

2.8

2.6

2.4

2.2

2016 - 2017

2016 - 2017

114%

2017 - 2018

118%

2018 - 2019

115%

2017 - 2018 2018 - 2019

2.52

3.00

2.74

34

32

30

28

26

2016 - 2017 2017 - 2018 2018 - 2019

28.6

32.12

31.01

Return on Equity (ROE %)

Operational Self-sufficiency (OSS %)

Net interest margin (NIM %)*

* Note : NIM seen in the graph has declined because of sharp increase in cost of fund (increased around 200

basis point during FY18-19) by the Banks/FIs but the company did not pass the same interest load on the clients

without change of the interest rate on lending for the benefit of the clients.

2016 - 2017 2017 - 2018 2018 - 2019

9

9.2

9.4

9.6

9.8

1010.04

10.2

9.62

9.09


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Capital Adequacy (Average Debt & Net worth)

2016 - 2017176.51 16.39

20.79

26.68

155.23

60.58

2017 - 2018

2018 - 2019

Average Debt (fig. in cr.) Networth (fig. in Cr.)

PAR Comparison

> 30 Days

2018

2019

> 60 Days > 90 Days

0.00

0.50

1.00

1.50

1.031.15

0.891.01

1.171.32

Growing chart

0

20

40

60

80

100

120

140

2015

2

10

55

3

12

55

4

15

63

5

28

76

2016 2017 2018

BRANCH

DISTRICT

STATE

2019

8

38

87


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CRAR (%)

17.10

18.0222.45

2016 - 2017 2017 - 2018 2018 - 2019

Funding Mix

FY 2017 - 18Funding Mix (INR Cr.)

Funding Mix (%)

Bank

NBFCsDFls

85.87

66.543.91

54.93

42.572.50

FY 2018 - 19Funding Mix (INR Cr.)

Funding Mix (%)

Bank

NBFCs

DFls

76.5

103.0417.13

38.90

52.398.71

No. of Staffs Employed as on 31.03.2019

Figure 2019

0 50 100 150 200 250 300

HO STAFF

OTHER FIELD STAFF

CRO

50

119

276


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Status of Insurance Claim Settlement (FY 2018-19)

Uttrayan Received

8249630

Nominee Received

5837370

Total Premium Goven

31757135

Total Clear Amount

14087000

Insurance Report 2018 - 2019

Uttrayan started operations with its 1st branch opened in

West Bengal. Got first financing from

FWWB for Rs. 10 Lakhs.

Operation footprint expanded with 49 branches in West Bengal.Acquired Chotanagpur Trade

& Investments Pvt. Ltd. (NBFC)

Company name changed to Uttrayan Financial Services Pvt.

stLtd., 1 Financial assistance from SIDBI of Rs.5 Cr.

SIDBI invested

Rs.1.5 Cr. in OCPS

Got NBFC-MFI license,Extended operation in Assam,Partnered with IDBI & Yes Bank as Bank Correspondent (BC)Crossed AUM of Rs. 50

Crores & 50000 client base.Honored with various award, reward, nomination and recognition from SKOCH, ASSOCHAM and ET Bengal Corporate Awards, BC exposure enhanced to 45 Cr. with IDBI.SIDBI invested Rs.1.5 Cr. in OCPS

Expanded operation in Bihar Introduced E_payment platform for disbursement of loan,Highest PAT of Rs.1.65 Cr., Lowest PAR of 0.32%, Reaffirmed credit rating BB+ & MFI Grading in M3+ranks.

Crossed AUM of Rs.100 Crores & 100000 client

base, Started Micro House Building Loans, Extended

footprint in Odisha and Meghalaya, Availed fresh term loan (added 5 new Banks/FIs) of Rs. 80 Cr.,

SIDBI invested Rs. 2 Cr. in OCPS

Opened 16 new branches in Bihar, Assam & Odisha,

Availed fresh financial assistance (added 5 more Banks/FIs) of

Rs.133 Cr., Extended operation network in Sikkim, Punjab

& Uttrakhand.

Crossed AUM benchmark of Rs. 200 Cr. & 1.92 Lakhs client base, Operation expanded to 8

states & 87 branches. Availed fresh fund/TL (added 6 new Banks/FIs) of

Rs. 163 Cr., 4th time winner of ASSOCHAM award Revenue

touched to 48.38 Cr. & PAT to Rs. 6.27 Cr. Reaffirmed credit rating

BBB & grading MF3.

20012005

2008

2009

2012

20142015

2016

20172018

2019


UTTRAYANUTTRAYAN

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UTTRAYANUTTRAYAN

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Uttrayan provides micro credit to the deprived

women of the society to smooth their livelihood

and give them a better standard of living.

Uttrayan offers small loans to women in

between to to support for 8,000 75,000

income generation as per RBI Guidelines.

Loans are normally offered for productive

purposes and income generating activities such

as agriculture and allied activities, small

businesses – trading / manufacturing etc. Loans

are not usually offered for housing or personal

consumption; however, UFSPL has taken steps

to offer Micro housing Loan and Education Loan

to its clients. Presently we have following types

of loan;

Small Loan

We provide small loan to our members who are

engage in agriculture/ small trading/ small

business. The amount of small loan varies from

8,000 30,000 to . We charge total interest for

this loan is 24% and the total tenure for this loan

is 12 Months Apart from this we used to collect

loan processing fees @ 1% (incl. service tax) on

the principal loan amount.

Portfolio outstanding : 1544371866

No. of Clients : 103130

General Loan

We provide medium loan to our members who

are engage in agriculture/ small trading/ small

business with a big tune. The amount of small

loan varies from to . We 31,000 50,000

charge total interest for this loan is 24.00% and

the total tenure for this loan is 24 Months. Apart

from this we collect loan processing fees @ 1%

(incl. service tax) on the principal loan amount.




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Micro Housing Loan

We provide Micro Housing Loan to our

members who needs loan fo r home

improvements (Making new home or repairing

old home). These can range from material

replacements to room additions. Potential

clients for housing microfinance are usually self-

employed or very low-income salaried

employees who live in self-built homes & must

have full title to their lands. The amount of small

loan varies from to We 20,000 75,000.

charge total interest for this loan is 24.00% and

the total tenure for this loan is up to 36 Months.

Apart from this we collect loan processing fees

@ 1% (incl. service tax) on the principal loan

amount.



Educational Loan

We provide Educational Loan to our members

who are in need of money for education of there

children. The amount of Educational loan is

7,000. We chargetotal interest for this loan is

22.00% and the total tenure for this loan is 6

Months. Apart from this we collect loan

processing fees @ 1% (incl. service tax) on the

principal loan amount.




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UFSPL maintains its MIS through a software cal led “BIJLI” developed by Forceten Technologies. The software provides various features such as Web Based Centralized solution, Maker-Checker concept for all modules, Group & Individual Client registration workflow module, Batch processing of group transactions etc. Daily transactions are updated in the MIS and verified. UFSPL also prepares a separate MIS for Cash management.

It is a desktop based application.

All Branches are computerized and branch level can update the customer details. It is real time updation which helps day end processing is collected in Head Office level to review details the following day. Further, UFSPL has launched mobile base application.

Most of the operations from member creation to loan application, sanction, repayment tracking, report generation, etc. can be performed through the software.

All types of report can be generated through the software.

Use of technology: Use of technology is adequate for the current level of operations.

Management has adequate experience to upscale and sustain operations: Uttrayan believes that the senior management team's experience in microfinance will help UFSPL expand and sustain operations if it raises capital and resources on time.

Cost Management:- Operating expense as a % of gross loan portfolio has marginally decreased from 7.09% in FY18 to 6.17% in FY19.

Assets per Credit Officer:- UFSPL's average Total Loan Portfolio (include Managed Portfolio) per Credit & Recovery Officer was 82,12,697and Own Loan Portfolio per Credit & Recovery Officer was as of March 31, 2019. 82,28,440

Profit per Credit Officer:- EBIDTA per Credit & Recovery Officer has increased from 9,46,609 11,84,501 in FY18 to in FY19.

Profit per branch:- EBIDTA per Branch has significantly improved from in 30,64,024FY18 to in FY19. 37,57,728


UTTRAYANUTTRAYAN

TM

Uttrayan believes that human resource is a key strength of a organization. Uttrayan has laid down satisfactory HR policies in place for its present scale of operations. UFSPL has appointed senior management/officer-in charge who oversees staff recru i tment , incent ive p lann ing , annua l performance appraisal and training of its staff. P r o fe s s i o n a l g r o o m i n g a n d l e a d e r s h i p development are another two areas that the organization continues to give emphasis. The training and development cell will make sure the availability of a skilled and willing work force to the organization which has many benefits like optimum uti l ization of human resources, development of human resources, growing productivity team spirit, healthy work environment quality, morale and finally the behavioral improvement of an employee.

Uttrayan has organized the Town hall meetings (3 nos.) with field level employees (CRO/BM/RM) from various branches/districts. During this year, a large number of participants have attended this network meeting. During the period FY 2018-19, Uttrayan has conducted many skill development training & capacity building sessions for new as well as present employees. There have been four types of training module held during the year for the target participants like BM/CRO/RM/DMs and supervisors. HRD team will moderate the training courses along with the help of experienced pool of internal & external trainers who has imparted almost 450 learners during this period which provides the following five training modules:

After completion of the course, the learners will be able to explain the HR policy; especially employee facilities, code of conduct and performance management system (PMS), their behavioral etiquettes to establish office discipline and modify working environment and the training also aimed to conduct safety and security especially Cash carry & keeping, Off ice documents, Motor Bike, Computer, software, and soon Describe the job responsibilities of CRO.


UTTRAYANUTTRAYAN

TM

This training format is designed for the front line

staff members (CROs) to develop their capacity to

maximize the productivity of microfinance towards

sustainability of group, program and company

through proper group development. business

growth, minimizing risk and fair practices in

customer service. After completion of the course,

the target audience will be able to explain the

concept of microfinance, develop group and

establish group discipline Forecast and reduce the

loan risk through Preventive and curative care

Conduct safety and security especially Cash carry

& keeping, Office documents, Excellence in

customer service, Promote fair practice code of

Conduct as per RBI Guide Line towards grievance

redress and keep up the motivational level of self

and members and to organization

This training format is designed for the clients in line with the fair practices code / guidelines issued by the Reserve bank of India regulating the MFI's code of conduct framework in financial inclusions programs for the entities in India. The objectives of conducting financial literacy campaign are includes the facilitate financial inclusion through provision of two essentials i.e. literacy and easy access, Imparts knowledge to enable financial planning, growing business and income generation, inculcate saving habits, Improve the understanding of financial products leading to effective use of financial services. Able to proactively manage money and avoid risk.

It is a comprehensive tool for enriching personal development, grooming and impact assessment on the performance of our Management cadre deputed as Regional Manager/Divisional Manager or Zonal Manager/Area Manager. The sharp focus is to develop managerial competency/Skills of managers though live practical sessions. After completion of this course, the learners will be able to explain the functions of management, Strengthen the decision making process, Develop the management skills considering psychological issues, Improve the motivation level following the staff development process, describe the role, responsibilities and job description of managers and promote the organizational etiquette among the staff members


UTTRAYANUTTRAYAN

TM

UFSPL maintains its MIS through a software called

“BIJLI” developed by Force Pen Technologies. This

is a routine training program for all the field and HO

staffs to have familiar with company's online

software platform, functions and modalities its

usage in safe and secure manner. This is an

interactive live sessions for the target audience to

know from the internal or external experts various

software related updates, changes as per the

company's physical needs of running the business.

The training is very much necessary for applying

the MFI Software operation & KYC upload for group

members.

• Implementation of biometric attendance

system across all regions / centers of the

company.

• Staff strength as per requirement (FY 18 -

387 & FY 19-438)

• Learners Training received : 453 No's

• Conducted Training course (4 No's)

• Number of the recruitment in the workforce

of is 222

• Campus recruitment drive

Our business philosophy is based on five core

values - Operational Excellence, Customer

Focus, Product Leadership, People and

Sustainability. We believe that the ultimate

identity and success of our organization will

reside in the exceptional quality of our people

and their extraordinary efforts. For this reason,

we are committed to hiring, developing,

motivating and retaining the best people in the

industry. Accordingly, we have conducted few

campus recruitment drives in last couple of

month, in different colleges of South Bengal &

North Bengal district, from where we have

selected & hired nearly 42 candidates those

who are working presently in Uttrayan.


UTTRAYANUTTRAYAN

TM

Operation Matrix

Uttrayan has a strong Internal Control System to monitor its operations. The reporting chain is as below :-

At the branch level, a reporting structure has been created for effective monitoring of operations.

The CRO does the field verification and then reports to the BM. The BM conducts the appraisal but

cannottake the decision whether to grant or reject a loan application. After grading has been done by BM,

next level of screening is done by the Regional Manager. After his consent, the proposal goes to the

Operations Manager for final approval based on the recommendation of the BM, RM and the past

repayment history of the groups.

The operations are centralized with Head Office (HO) having the final authority for loan sanction &

disbursement. However, BM is responsible for loan collection and delinquency management.

There is a sound operational policy in place which ensures best practices in the industry to regulate &

expedite MFI's decision making process. In line with the mission, visions and the core values, Uttrayan is

having an experienced pool of resources in each of its functions. Following table defines the entire

organisation structure from the senior management level to the bottom of the reporting chain:

Board of Directors

Managing Director

Director operation

Operation Manager

Deputy Zonal Manager

Assistant Operation Manager

Divisional Manager

Regional Manager

Branch Manager

Credit & Recovery Officer

KYC Checked Through CB

(Via Mobile Application)CGT/CCT

(Compulsory Group Training/ Compulsory

Client Training)

Mohalla Survey

GRT/CRT (Group Recognition

Test / Client Recognition Test)

Loan Application (After Member is Authenticated in

Case of New Member)

Documents Verification

Loan Sanction

Loan Disbursement

Center Formation

Group Formation

(After Center is Authenticated)Member Application

(After Group is Authenticated, In

Case of New Member)

Documents Print

(Loan Application Print)

Collection Taken via Mobile Application

(Collection Type – Biweekly)


UTTRAYANUTTRAYAN

TM

LEVEL 1

LEVEL 2

LEVEL 3

LEVEL 4

You can contact our local Branch Manager or call us on our centralized help line number with your issues which will be responded /resolved within working days. 10

Client

If not resolved

If not resolved

If not resolved

If not resolved

You can contact our Regional Manager deputed as the Grievance Redressal Officer (GRO) in his operational jurisdiction. Your queries/complaints shall be addressed /resolved within working days4

GRO (Grievance Redressal Officer)

Client

Client

+91 - 9891842660

If you are not satisfied with the resolution of CGRO or not solved within working days, then you can contact to Sa-Dhan (SRO) :- 20

Grievance Redressal Officer, Sa-dhan

You can contact our, your quarries /complaints shall be addressed /resolved within working days.6

Client

+91 - 9339145118 / 6292195201

CGRO (Chief Grievance Redressal Officer)

Email: [email protected]

Mr. Prasanta Chakraborty

(verbal or written)

Client Complaint BoxTelephonic Call - Help Line Number(s) Branch Manager

LEVEL 5If you are not satisfied with the resolution of CGRO/Sa-dhan or not solved within days, then you can 30

reach out to DNBS, RBI Kolkata regional office.

+91 - 033-22304982

Toll Free No. : 18003455540HO Help Line No. : 7044048874

Nodal officer Reserve Bank of IndiaDepartment of Non-Banking Supervision5th Floor, 15, N. S. Road, Kolkata-700001

Email: [email protected]


UTTRAYANUTTRAYAN

TM

Sl. No.

Name of the Funder

Amount Sanctioned

(Cumulative) as on 01.04.2018

(Rs. in Lakhs)

Amount Availed During

FY18-19 (Rs. in Lakhs)

Outstanding Amount

as on 31.03.2019

(Rs. in Lakhs)

UCO Bank

Bank of Baroda

Union Bank of India

Small Industries Development Bank of India (SIDBI)

Mudra Ltd-Micro Units Development & Refinance

Agency Ltd (MUDRA)

IDFC First Bank Limited

Bandhan Bank

Lakshmi Vilas Bank

Yes Bank Ltd.

IDBI Bank

South Indian Bank

Dhanlaxmi Bank

Bangiya Gramin Vikash Bank

Fincare Small Finance Bank Ltd.

AU Small Finance Bank Ltd.

MAS Financial Services Ltd.

Maanaveeya Development & Finance Pvt. Ltd.

Arohan Financial services Pvt. Ltd.

Ananya Finance for Inclusive Growth Pvt. Ltd.

Habitat Microbuild India Housing Finance Company

Pvt. Ltd.

Jain Sons Finlease Ltd. (Intelligrow)

Reliance Commercial Finance

Avanse Financial Services Ltd.

Mahindra & Mahindra Financial Services Pvt. Ltd.

Profectus Capital Pvt. Ltd.

Total

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

2500

180

500

600

-

1000

1800

500

2200

300

300

200

1000

-

-

4250

1700

-

500

750

-

1000

500

500

-

20280

500

-

-

1000

500

1000

1000

1000

-

400

-

-

-

500

500

4500

1500

1500

1000

-

700

1000

700

-

200

17500

1485

47

229

1213

500

1687

1375

908

598

400

180

108

18

324

292

4375

1527

1416

679

507

477

470

407

246

200

19668


UTTRAYANUTTRAYAN

TM

Past Background :

The then economically backward member lived in a

small rat house, since the source of income was

almost nothing, the husband of the member used

to take his livelihood by driving a TOTO of others.

Due to poverty, the members could not bear the

education of her two sons and only one daughter.

She has used to take her life in scarcity and through

ups and down.

Current Economic Conditions :

Now, the member's life has completely changed.

She is well established economically, being a

transparent and responsible citizen. The member is

associated with the grocery business with due

regards & respect. At present, the member lives in

a two-room brick house and has now purchased a

hundred satak land and started a grocery business

there and also purchased a TOTO for her husband.

She can now afford to live after a good life with

modern gadgets and furniture like others. Her

children are also proudly studying in famous

schools.

Future Plans :

There are plans to expand the grocery store in the

coming days.

Success Story :

On 17/02/2013, after taking the loan from

Uttarayan Financial Services Pvt. Ltd. she has

started the grocery business by first making a small

grocery shop at home with a loan of Rs. 10000/-

Thereafter, in subsequent trances, she has availed

couple of loans & repaid the loan to Uttrayan by

serving all terms of the loan application and used to

live her life in her own discretion. She has

developed all aspects of life socially and culturally

by creating wealth from the loan(s) from UFSPL.

Above all, she has taken a leading role in fulfilling

social responsibility as an ardent and established

citizen.

Group : Rani

Ashmira BibiHusband Name : Sukur Khan

Family Member : 2 Sons & One Daughter

Address :

Anandapur, Post & P.S. : Suiri,

Dist. : Birbhum, West Bengal

Business : Grocery Shop


UTTRAYANUTTRAYAN

TM

Member's Present Condition :

Today, Mrs. Dipali Das, is a successful, skilled

economically and socially developed member for

Uttrayan. Currently, she along with her husband is

engaged in a grocery & stationery business.

Nowadays, she is living happily with her family. Her

sons are educated in a renowned school &

established in the society.

Success Story :

Before 2011 the member was living in a very small

house and the roof was covered with straw. Also

they had no fixed source of income. The member's

husband had first begun a small grocery shop in

their house until they came to know about Uttrayan

and took a first loan of Rs. 3000/- (Three thousand)

from Uttrayan. She is a member of Manlancha

group and gradually expanded the business with

new stocks. Due to untiring efforts of both

husband and wife with grocery business, they

were able to repay the loan in time and gradually

profit margin is in the higher side now.

Currently the member took a loan of Rs. 30,000 (Rs. Thirty thousand only) which changed the business structure to a big grocery shop made of brick. Now a day she has three room terraced house, well known to every body of the area, she got modern furniture, house hold needs like A.C Machine, Television, Motor bike etc. and thus make their life more comfortable. After achieving the good economical status she improves her social & economic status in the society. Both of her sons are now well established, her elder son has posted as senior officer in a renowned company and younger son is a storekeeper by profession.

Loan from other company :

At the current year, the member also took the loan of Rs. 40000/- (Forty Thousand) from Bandhan bank & timely make the repayment of loan.Group : Malancha

Dipali DasDipali DasDipali DasHusband Name : Bipul Das

Family Member : 2 Sons, Daughter in Laws

& 1 Grand Daughter

Address :

Uddan Pally, Batanagar, Mahestala,

South 24 Pgs. W.B.

Business : Grocery Shop

Branch Name : Chawrial


UTTRAYANUTTRAYAN

TM

Current Status :

Mrs. Shabina Bibi heals from a remote village at

South 24 Pgs & has hardly any source of income.

Currently she along with her husband engaged in nursery business (selling saplings) out of the loan taken from Uttrayan. Though years, the nursery production business helps to improve their

economic conditions. She lives with her two

daughters and a son, a small family. She is a socially responsible member. Her children are educated in a renowned school due to the successful business.

Growth Matrix :

She was living in a mud house having only one room. She has begun her nursery business after

taking a small loan of Rs. 5000/- from Uttrayan at

first phase.

Ms. Shabina Bibi has been sanctioned a loan of Rs.

30000/- & she carried out the nursery business

successfully and able to repay the loan in time. She has constructed three storied house now and she took modern gadgets like, TV, motor bike, refrigerator etc, and also she accumulated the

profit for future savings purposes. She fought

against poverty and proved as a successful entrepreneur and a socially responsible person.

Family Details :

Members are enjoying happily with her three children. Her elder daughter, Ms. Minara Khatun is studying in Class X and Mr. Sakib Khan (son)

and Ms. Sukriya Khatun (younger daughter) are

studying in class III and class I respectively.

Future Plans :

Member is focused to provide a good education for her children out of the income produced from her business. At present, 3-4 people per day has

worked in this nursery firm spead across 4 bigha

land which gives employment of 10-12 labourer in

seasonal time and it may produce near about 1 lakh saplings in a year. She wishes to scale up her business near future which could produce 1-1.5

lakh saplings by investing more or less 2 bigha

lands.

Loan Taken From Other Company :

The member is currently availed Rs. 150000/- loan from Bandhan Bank and Rs. 45000/- from Asa International & running her business smoothly.

Address :

Brindabanpur, Kamra, Nodakhali, 24 Pgs. (S), W.B.

Group : Sundari

Shabina BibiShabina BibiShabina BibiHusband Name : Mahiuddin Khan

Business : Nursery

Branch Name : Amtala


UTTRAYANUTTRAYAN

TM

Dear Shareholders,

Your Directors have pleasure in presenting their Director's Report of the Company together with the Audited stStatements of Accounts for the Company for the year ended 31 March, 2019.

1 FINANCIAL SUMMARY (Amount in Rs.)

ParticularsstAs at 31 March,

2019

stAs at 31 March, 2018

Total Revenue

Total Expenses

Profit or Loss before Exceptional and Extraordinary items and Tax

Less : Exceptional Items

Less : Extraordinary Items

Profit or Loss before Tax

Less : Current Tax

Deferred Tax

Profit or Loss After Tax

Add : Balance as per last Balance Sheet

Add : Adjustment of last year income Tax

Less : Adjustment for TDS and Provision of Earlier Years

Less : Transfer to Reserves

Less : Proposed dividend and Dividend tax (SIDBI)

Balance Transferred to Balance Sheet

48,38,20,364

39,64,76,773

8,73,43,591

-

-

8,73,43,591

2,46,61,501

(80,433)

6,27,62,523

7,03,33,544

-

-

1,25,52,505

37,97,640

11,67,45,922

36,70,62,706

28,90,69,645

7,79,93,061

-

-

7,79,93,061

2,27,19,927

(32,621)

5,53,05,755

2,98,91,161

7,39,322

1,80,658

1,10,61,151

43,60,884

7,03,33,544

DIVIDEND

The Company has paid dividend to SIDBI in compliance with the terms of investments of SIDBI @9% per annum for the year 2018-2019 for 35,00,000 nos. 9% Cumulative Optional Convertible Preference Shares of SIDBI and created provision for dividend distribution tax at applicable rate .

REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS :

Your Board of Directors are very positive and confident about company's business of better outcome and results with increased revenue in succeeding year 2019-2020. There was no major change in the nature of business of the Company. The Company has achieved around Rupees One Hundred Ninety Three Crore as its own portfolio as against Rupees One Hunderd Forty Seven Crore in last year and earmarked a good track record of growth. The Company has achieved 22.09% growth in the overall portfolio managed by the Company with an increase of 31.13% growth in the own portfolio. Your company had started its operation in the states of Uttarakhand and Punjab and speading out its operation in 8 states, 38 districts and 87 branch in India in the Financial Year 2018-2019. The Board is very hopful of capturing more districts and states for expanding its business and providing services to the needy at large. Long Term Rating of the Company from BRICKWORK has rated BBB. Further Company has obtained new term loan from various Scheduled Banks/Financial Institutions incersing the working capital exposure and will assist in raising additional funds for furtherance of MFI Business. The management is hoping to reach total Asset Under Management of Rupees Three hundred Crores by the end of Financial year 2019-2020.

2

3


UTTRAYANUTTRAYAN

TM

MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statements relate on the date of this report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars as required under the provisions of Section 134(3) (m) of the Companies Act, 2013 in respect of conservation of energy and technology absorption have not been furnished considering the nature of activities undertaken by the company during the year under review. There was no foreign exchange inflow or Outflow during the year under review.

STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY

Risk Management is the process of identification, assessment and prioritization of risks followed by coordinated efforts to minimize, monitor and mitigate/control the probability and/or impact of unfortunate events or to maximise the realization of opportunities. The Company has laid down a comprehensive Risk Assessment and minimization procedure which is reviewed by the Board from time to time. These procedures are reviewed to ensure that executive management controls risk through means of a properly defined framework. The major risks have been identified by the Company and its mitigation process/measures have been formulated in the areas such as business, project execution, event, financial, human, environment and statutory compliance. However major concern perceived in the developent of the Company is seen as fresh Equity Capital which would enable the Company to maintain the Capital Adequecy Ratio and raise additional funds to keep the growth rate at the incresing levels.

DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The Company has formulated its Corporate Social Responsibility policy in line with the provisions contained under Section 135 of the Companies Act, 2013 & read with Rules made thereon. The Policy was framed by the CSR Commitee and approved by the Board. The CSR Comittte has been constituted in accordence with the Act. & comprising with two Directors namely, Mr. Kartick Biswas and Mr. Apu Dhar who are primarily responsible for ensuring the CSR policy framework, execution of CSR modalities and monitoring the CSR projects / activities to be carried out by the Company and shall furnish a report to the Board of Directors on the CSR initiatives time to time. The Company has conducted one (1) CSR Committee Meeting which was held

ston 31 October, 2018 during the financial year under review.

For the time being, Companys' CSR projects have been primarily focused on the following areas:

· Promoting health

· Promoting education

Prescribed CSR Expenditure( two percent of the average net profit of the preceding three financial year) : Rs. 9,52,688/-

Details of CSR spent during the financial year 2018-19;

(a) Total amount to be spent for the financial year 2018-2019: Rs. 9,52,688/-

(b) Amount spent : NIL

During the year under review, the CSR Committee of the Board comprising two executuive directors have been constituted and the Committee has framed the CSR Policy and recommended it to the Board for approval indicating the activities to be undertaken by the company or subjectes specified in Schedule VII of the Companies Act, 2013 which was approved by the Board.

The Company has not implemented any Corporate Social Responsibility initiatives as per the explanation given under e for the period 2018-2019, however company is carrying out certain CSR activity time to time with the borrowers which are largely rural women.

4

5

6

7


UTTRAYANUTTRAYAN

TM

EXPLANATION ON CSR UNSPENT

During the last quarter of the financial year and in July 2019, the Committee has recommended the CSR projects, areas of activities which can be undertaken by the Company, since these projects could be identified for implementation by the Company during the later part of the year, the total amount required to be spent as per regulatory requirements in 2018-2019 could not be done. Moreover, the Company is also considering various proposals for undertaking long term rural/urban/semi-urban/peri-urban community developments CSR initiatives though promoting healthcare and education activities. The above initiatives, when implemented, is expected to take care of the unspent amount of Rs. 9,52,688/- of earlier year i.e. 2018-2019 as soon as possible and also will go a long way in fulfilling the obligations of the Company towards CSR requirements for financial year 2019-2020 in letter and spirit. An annual report on CSR activities containg particulars specified in the CSR Rules is annexed as per annexture-II.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

All transactions entered by the Company with the Related Parties were in the Ordinary Course of business and at Arms' length pricing basis. Therefore, the provisions of Section 188 of the Companies Act, 2013 were not attracted. Further, there are no materially significant related party transactions during the year under review made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. Thus, disclosure in Form AOC-2 is not required.

EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS

There are no qualifications, reservations or adverse remarks made by the Auditors in their report. The provisions relating to submission of Secretarial Audit Report is not applicable to the Company.

COMPANY'S POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES

The provisions of Section 178(1) relating to constitution of Nomination and Remuneration Committee are not applicable to the Company. The Board of Directors has adopted the Directors Remuneration Policy in exercise of the powers granted thereto. The Company is committed to continuous improvement and alignment of the Director Remuneration Policy, adjusting them to the specific needs and circumstances of the Company.

EXTRACT OF ANNUAL RETURN

The extract of Annual Return in form no. MGT-9 as required under Section 92 of the Companies Act, 2013 for the financial year ending March 31, 2019 is annexed hereto as Annexure I and forms part of this report.

NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW

The Company has conducted 7 Board Meetings during the financial year under review. The details of the Board Meeting along with the director's attendance in the meetings held during this period are given under:

8

9

10

11

12

Mr. Kartick Biswas

Mr. Apu Dhar

Mr. Probindu Kumar Biswas (date of cessation 10.10.2018)


Mr. Anindya Sen

Mr. Arata Kumar Sahoo (date of cessation 15.01.2019)Mr. Tarakanta Mohapatra (date of appointment 15.01.2019)

Sl. No.

Whether attended at the Board Meeting held on (yes/No) :Name of the Directors Designation

10.04.2018 29.06.2018 31.07.2018 12.09.2018 31.10.2018 13.02.2019 14.03.2019

Managing Director1.

2.

3.

4.

5.

6.

7.

Director

Director



Yes

Yes

Yes

No.

-

Yes

Yes

Yes

Yes

Yes

No.

-

Yes

Yes

Yes

Yes

Yes

No.

-

Yes

Yes

Yes

Yes

Yes

No.

-

No.

Yes

Yes

Yes

Yes

No.

-

Yes

-

Yes

Yes

Yes

-

No.

Yes

-

Yes

Yes

Yes

-

No.

No.

-




UTTRAYANUTTRAYAN

TM

DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board hereby submit its responsibility Statement:

a) in the preparation of the annual accounts, the applicable accounting standards had been followed

along with proper explanation relating to material departures;

b) the directors had selected such accounting policies and applied them consistently and made

judgments and estimates that are reasonable and prudent so as to give a true and fair view of the

state of affairs of the company at the end of the financial year and of the profit and loss of the

company for that period;

c) the directors had taken proper and sufficient care for the maintenance of adequate accounting

records in accordance with the provisions of this Act for safeguarding the assets of the company

and for preventing and detecting fraud and other irregularities;

d) the directors had prepared the annual accounts on a going concern basis;

e) the Company being unlisted, sub clause (e) of section 134(3) of the Companies Act, 2013 pertaining

to laying down internal financial controls is not applicable to the Company; and

f) The directors had devised proper systems to ensure compliance with the provisions of all applicable

laws and that such systems were adequate and operating effectively.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any Subsidiary, Joint venture or Associate Company during the year under review.

DEPOSITS

The Company has neither accepted nor renewed any deposits during the year under review.

DIRECTORS

There has been change in composition of the Board during the year under review. Currently, the Board is comprising with five directors including among them two are executive, two non-executive and one nominee director (SIDBI) of the Company. During the period under review, the structure of the Board was changed in the following manner.

th Mr. Probindu Kumar Biswas, Director has resigned with effect from 10 October, 2018.

Mr. Tarakanta Mohapatra, Asst. General Manager, SIDBI as the Nominee Director representingth SIDBI was appointed in place of Shri. Arata Kumar Sahoo (since resigned) with effect from 15

January, 2019.

13

14

15

16

DECLARATION OF INDEPENDENT DIRECTORS

The provisions of Section 149 for appointment of Independent Directors do not apply to the company.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO FINANCIAL STATEMENTS

The Company has in place adequate internal financial controls with reference to financial statements. During the year under review, such controls were tested and no reportable material weakness in the design or operation were observed.

STATUTORY AUDITORS

M/s. Ray & Ray, Chartered Accountants has been appointed in the Annual General Meeting held on 28.09.2018 as the Statutory Auditors for five years commencing from the Annual general Meeting to be held for Financial year 2018-2019 till the conclusion of Annual General Meeting to be held for Financial Year 2022-2023. Your Directors recommended for the ratification of appointment of the Statutory Auditor for the year 20119-2020 attached to the convening notice of Annual General Meeting.

DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGIL MECHANISM

The provisions of Section 177 of the Companies Act, 2013 read with Rule 6 and 7 of the Companies (Meetings of the Board and its Powers) Rules, 2013 is not applicable to the Company. However, the company had formed an Internal Audit Committee which conveyed five meetings in the Financial Year 2018-2019 on the follwing dates along with a detailed report of attendence of the directors is given below:

17

18

19

20


UTTRAYANUTTRAYAN

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Name of the Directors.Date of the Audit Committee Meeting and the report of attendence (yes / No) :

10.04.2018 11.06.2018 07.08.2018 10.10.2018 18.02.2019

Mr. Kartick Biswas Yes Yes Yes Yes Yes

Mr. Bijon Kanti Choudhury Yes Yes Yes Yes Yes

Mr. Anindya Sen Yes Yes Yes Yes Yes

21

22

23

24

BANKING COMMITTEE OF THE BOARD OF DIRECTORS

The Committee of the Directors as the Banking Committee of the Company was formed for the purpose of approving the sanctions accorded by Banks/ Financial Institutions and other lenders as necessary to carry-out micro-credit on-lending operations. Pursuant to Section 179 (3)(d) & 179 (3)(f) of the Companies Act, 2013 the Banking Committee of Directors have been entrusted the powers to borrow monies from the Banks/ Financial Institutions and to grant loans or give guarantee or provide security in respect of loans which are in the nature of ordinary course of business. Initially, the Banking Committee is consists of three executive directors namely, Mr. Kartick Biswas, Mr. Apu Dhar and Probindu Kumar Biswas & the said composition was changed to two directors upon resignation of Mr. Probindu Kumar Biswas (effective from 10.10.2018) and consequently, the consent of both directors, Mr. Kartick Biswas and Mr. Apu Dhar shall be given to pass the relevant resolutions. In additions to this, the Banking Committee time to time examines and ensures various approvals as per the terms of reference of the Banking Committee. During this period under review, the Banking Committee has been conducted twenty (20) meetings on 20.04.2018, 30.04.2018, 15.05.2018, 19.06.2018, 02.07.2018, 22.07.2018, 27.07.2018, 10.09.2018, 26.09.2018, 24.12.2018, 07.01.2019, 25.01.2019, 29.01.2019, 04.02.2019, 18.02.2019, 28.02.2019, 20.03.2019, 22.03.2019, 26.03.2019 and 28.03.2019.

SHARES

During the year under review, the company has undertaken following transactions :

2,25,000 Equity Shares

Increase in Share Capital

Buy Back Sweat Equity Bonus SharesSplitting of Share

CertificatesTransfer of

SharesESOP

Nil Nil Nil Nil Nil Nil




Nil Nil Nil Nil Nil

Nil Nil Nil Nil Nil



75,000 Equity Shares

25,000 Equity Shares


Certificate No. 111 of 1,25,000 equity

shares splatted to Certificate No. 131

Certificate No. 111 of 1,25,000 equity

shares spilitted to Certificate No. 132

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS AND TRIBUNALS

No significant and material order has been passed by the regulators, courts, tribunals impacting the going concern status and Company's operations in future.24

TRANSFER TO RESERVE

An amount of Rs.1,25,52,505/- equivalent to 20% of the net profit (after adjustment of Income Tax Liability and before Dividend) was during to the year transferred to Statutory Reserve fund U/S 45IC of the RBI Act, 1934. Balance of the Profit and Loss Account after the said transfer and other adjustments/ Dividend was transferred to Reserve and Surplus.


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DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,

PROHIBITION & REDRESSAL) ACT, 2013

The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 has been thnotified on 9 December, 2013. Under the said Act every company is required to set up an Internal Complaints

Committee to look into complaints relating to sexual harassment at work place of any women employee.

Company has adopted a policy for prevention of Sexual Harassment of Women at workplace and has set up

Committee for implementation of said policy. During the year Company has not received any complaint of

harassment.

HUMAN RESOURCES

Your Company treats its “human resources” as one of its most important assets.

Your Company continuously invest in attraction, retention and development of talent on an ongoing basis. A

number of programs that provide focused people attention are currently underway. Your Company thrust is

on the promotion of talent internally through job rotation and job enlargement.

ACKNOWLEDGEMENTS

Your Directors place on record their sincere thanks to bankers, business associates, consultants, and various

Government Authorities for their continued support extended to your Companies activities during the year

under review. Your Directors also acknowledges gratefully the shareholders for their support and confidence

reposed on your Company.

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27

For and on Behalf of the Board of Directors

thDate : 27 June, 2019Place : Kolkata

Kartick BiswasManaging Director(DIN : 02207249)

Apu DharDirector

(DIN : 01726461)


UTTRAYANUTTRAYAN

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Annexure I

FORM NO. MGT 9

EXTRACT OF ANNUAL RETURN

As on financial year ended on 31.03.2019

Pursuant to Section 92 (3) of the Companies Act, 2013 and rule 12(1) of the Company

(Management & Administration) Rules, 2014

REGISTRATION & OTHER DETAILS :

1.

2.

3.

4.

5.

6.

7.

CIN

Registration Date

Name of the Company

Category/Sub-category of

the Company

Address of the Registered

office & contact details

Whether listed company

Name, Address & contact details of the Registrar & Transfer Agent, if any.

U67120WB1995PTC071237

26/04/1995

Uttrayan Financial Services Private Limited

NBFC-MFI

CF-32, Salt Lake, Sector-1, Bidhan Nagar, North 24 Parganas, Kolkata- 700 064 Phone: 7044048874 Email: [email protected].

No

Not Applicable

PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

(All the business activities contributing 10 % or more of the total turnover of the company shall be stated)

I

II

III

Sl. No.

Name and Description of main

products / servicesNIC Code of the Product/service

% to total turnover

of the company

1 Micro Finance 649 100%

SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity) (ICategory-

wise Share Holding

Demat Physical Total % of Total Shares


No. of Shares held at the beginning

of the year [As on 1-April-2018]

No. of Shares held at the end of the year [As on 31-March-2019]Category of

Shareholders

% Change

during

the year

A. Promoters

(1) Indian

a) Individual/ HUF

b) Central Govt

c) State Govt(s)

d) Bodies Corp.

e) Banks / FI

16,52,800 16,52,800 52.09% --

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

28,74,950 28,74,950 90.61% 38.52%


UTTRAYANUTTRAYAN

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No. of Shares held at the beginning

of the year [As on 1-April-2018]

No. of Shares held at the end of the year [As on 31-March-2019]Category of

Shareholders

% Change

during

the year

16,52,800 16,52,800 52.09% --

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

- - - - - - - - -

- - - - - - - - -

- - - - - - - - -

- - - - - - - - -

- - - - - - - - -

- - - -

-

-

-

-

-

-

-

-

-

-

-

-

-

-

- - - -

-

28,74,950 28,74,950 90.61% 38.52%Total shareholding of Promoter (A)

B. Public Shareholding

1. Institutions

a) Mutual Funds

b) Banks / FI

c) Central Govt

d) State Govt(s)

e) Venture Capital Funds

f) Insurance Companies

g) FIIs

h) Foreign Venture Capital Funds

i Others (specify)

Sub-total (B)(1):-

2. Non-Institutions

a) Bodies Corp.

i Indian

ii) Overseas

b) Individuals

i Individual shareholders holding nominal share capital up to Rs. 1 lakh

ii) Individual shareholders holding nominal share capital in excess of Rs 1 lakh

c) Others (Trust)

Non Resident Indians

Overseas Corporate Bodies

Foreign Nationals

Clearing Members

Trusts

Foreign Bodies - D R

Sub-total (B)(2):-

Total Public Shareholding (B)=(B)(1)+ (B)(2)

C. Shares held by Custodian for GDRs & ADRs

Grand Total (A+B+C)

2,00,000 2,00,000 6.30% - 0 0 0% (6.30%)

14,300 14,300 0.45% - 14,300 14,300 0.45% 0.45%

4,73,500 4,73,500 14.92% - 2,83,500 2,83,500 8.93% (5.99%)

8,32,150 8,32,150 26.24% 0 0 0% (26.24%)

15,19,950 15,19,950 47.91% 2,97,800 2,97,800 9.39% (38.52)%

15,19,950 15,19,950 47.91% 2,97,800 2,97,800 9.39% (38.52)%

31,72,750 31,72,750 100% 31,72,750 31,72,750 100%


UTTRAYANUTTRAYAN

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��

(ii) Shareholding of Promoters -

SNShareholder's

Name

Shareholding at the beginning of the year

Shareholding at the end of the year

% change in

shareholding

during the yearNo. of Shares

% of total Shares of

the company

% of Shares Pledged /

encumbered to total shares

No. of

Shares

% of total Shares of

the company

%of Shares

Pledged /

encumbered

to total

shares

1

2

3

4

5

6

Kartick Biswas 5,92,000 18.66% Nil 10,55,550 33.27% Nil 14.61%

Apu Dhar 4,87,000 15.35% Nil 10,39,500 32.76% Nil 17.41%

Soma Biswas 4,44,600 14% Nil 6,50,700 20.51% Nil 6.51%

Ranu Dhar 40,000 1.26% Nil 40,000 1.26% Nil -

Arup Das 29,200 0.92% Nil 29,200 0.92% Nil -

Raghubibha Sen 60,000 1.89% Nil 60,000 1.89% Nil -

TOTAL 16,52,800 52.09% Nil 28,74,950 90.61% Nil -

(iii) Change in Promoters' Shareholding (please specify, if there is no change)


Cumulative Shareholding during the year

ParticularsSNNo. of shares No. of

shares

% of totalshares of

thecompany

% of totalshares of

thecompany

Mr. Kartick Biswas (Folio No.42)1

At the beginning of the year 5,92,000 18.66% 5,92,000 18.66%

Date wise increase/decrease inPromoters Share holding during the year specifying the reasons for increase/decrease (e.g.allotment/transfer/bonus/sweat equity etc)

Date:31/07/2018 Increase in Shareholding due to Transfer

of 76,400 Equity shares from Sampark (Folio No. 73)

2.40% 6,68,400 21.06%

Date wise increase/decrease in Promoters Share holding during the year specifying the reasons for increase/decrease (e.g. allotment/transfer/bonus/sweat equity etc)

Date:31/07/2018 Increase in Shareholding due to Transfer

of 2,15,150 Equity shares from Srijanee Foundation

(Folio No. 62)

6.78% 8,83,550 27.84%

Date wise increase/decrease in Promoters Share holding during the year specifying the reasons for increase/decrease (e.g.allotment/transfer/bonus/sweat equity etc)

Date:12/09/2018 Increase in Shareholding due to Transfer of 30,000 Equity shares from

Probindu Kumar Biswas (Folio No. 69)

0.94% 9,13,550 28.79%


Date:12/09/2018 Increase in Shareholding due to Transfer of 7,000 Equity shares from Shubendhu Shekhar Biswas

(Folio No. 72)

0.22% 9,20,550 29.01%



Baikantha Nath Biswas (Folio No. 67)

0.63% 9,40,550 29.64%


Date:12/09/2018 Increase in hareholding due to Transfer of 8,000 Equity shares from

Mrinalini Biswas (Folio No. 68)

0.25% 9,48,550 29.89%


UTTRAYANUTTRAYAN

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shares

% of totalshares of

thecompany

% of totalshares of

thecompany



Sraboni Biswas (Folio No. 70)

0.22% 9,55,550 30.11%



Kedia Trades & Agencies Private Limited (Folio No. 58)

2.36% 10,30,550 32.48%


Date:14/03/2019 Increase in Shareholding due to Transfer of 25,000 Equity shares from Arihant Enterprises Limited

(Folio No. 74)

0.78% 10,55,550 33.27%

At the end of the year 10,55,550 33.27% 10,55,550 33.27%

Mrs. Soma Biswas (Folio No.43)2



Date: 31/07/2018 Increase in Shareholding due to Transfer of 36,100 Equity shares from

Sampark (Folio No. 73)

1.13% 4,80,700 15.15%


Date: 31/07/2018 Increase in shareholding due to Transfer of 92,000 Equity shares from

Srijanee Foundation (Folio No. 62)

2.89% 5,72,700 18.05%




0.78% 5,97,700 18.83%



Baikantha Nath Biswas (Folio No. 67)

0.78% 6,22,700 19.62%




0.15% 6,27,700 19.78%


Date: 12/09/2018 Increase in shareholding due to Transfer of 23,000 Equity shares from Sraboni Biswas (Folio No. 70)

0.72% 6,50,700 20.51%



UTTRAYANUTTRAYAN

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shares

% of totalshares of

thecompany

% of totalshares of

thecompany

Mr. Arup Das (Folio No.44)3

4

5

At the beginning of the year 29,200 0.92% 29,200 0.92%


0 0 0 0

At the end of the year 29,200 0.92% 29,200 0.92%

Mr. Apu Dhar (Folio No.48)



Date: 31/07/2018 Increase in shareholding due to Transfer

of 1,12,500 Equity shares from Sampark (Folio No. 73)

3.54% 5,99,500 18.89%



of 1,90,000 Equity shares from Srijanee Foundations

(Folio No. 62)

5.98% 7,89,500 24.88%




1.73% 8,44,500 26.61%


Date: 12/09/2018 Increase in shareholding due to Transfer of 43,000 Equity shares from Shubendhu Shekhar Biswas

(Folio No. 72)

1.35% 8,87,500 27.97%




0.92% 9,17,000 28.90%



Tanushri Biswas (Folio No. 71)

0.70% 9,39,500 29.61%



of 1,00,000 Equity shares from Arihant Enterprises

Limited (Folio No. 74)

3.15% 10,39,500 32.76%


Mrs. Ranu Dhar (Folio No.54)


UTTRAYANUTTRAYAN

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shares

% of totalshares of

thecompany

% of totalshares of

thecompany



0 0 0 0


(iv) Shareholding Pattern of top ten Shareholders:

(Other than Directors, Promoters and Holders of GDRs and ADRs):



SNNo. of shares No. of

shares

% of totalshares of

thecompany

% of totalshares of

thecompany

For Each of the Top 10

Shareholders

Srijanee Foundation (Folio No. 62)1

2

3



Date: 31/07/2018 Decrease in shareholding due to

Transfer of 2,15,150, 92,000, 1,9,000, 55,000 and 55,000

Equity Shares to Kartick Biswas (Folio No.42), Soma Biswas (folio No. 43), Apu

Dhar (Folio No. 48), Lipu Dhar (Folio No.78) and Priya Guha

Majumdar (Folio No.79) respectively.

(19.14%) (6,07,150) (19.14%)

0 0 0 0At the end of the year


Sampark (Folio No. 73)



Date: 31/07/2018 Decrease in shareholding due to

Transfer of 76,400, 36,100 and 1,12,500 Equity Shares

to Kartick Biswas (Folio No.42), Soma Biswas (folio No.43) and Apu Dhar (Folio

No. 48) respectively.

(7.09%) (2,25,00) (7.09%)

Arihant Enterprises Ltd. (Folio No. 74)



Date: 14/03/2019 Decrease in shareholding due to Transfer

of 25,000 and 1,00,000 Equity Shares to Kartick Biswas

(Folio No.42) and Apu Dhar (Folio No. 48) respectively.

(3.34)% (1,25,000) (3.34)%


UTTRAYANUTTRAYAN

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shares

% of totalshares of

thecompany

% of totalshares of

thecompany


Shareholders


0

0

0

0

0

0

0

0


Kedia Trade and Investments (Folio No. 58)4

5

6

7

8



Date: 14/03/2019 Decrease in shareholding due to Transfer of 75,000 Equity Shares to Kartick Biswas (Folio No.42)

(2.36%) (75,000) (2.36%)

Mrs. Suvasree Saha (Folio No.65)




Mr. Gouri Sen (Folio No.66)




Ms. Priya Guha Majumder (Folio No. 78)

At the beginning of the year


0 0 55,000 1.73%



of 55,000 Equity Shares from Srijanee Foundation

(Folio No. 62).

0 55,000 1.73%

At the end of the year


0 0

0

55,000

55,000

1.73%

0 0 55,000 1.73%

0 0 55,000 1.73%

1.73%

Ms. Lipu Dhar (Folio No.79)



of 55,000 Equity Shares from Srijanee Foundation

(Folio No. 62).


UTTRAYANUTTRAYAN

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shares

% of totalshares of

thecompany

% of totalshares of

thecompany


Shareholders

9

10

Mr. Shubhendu Shekhar Biswas (Folio No. 72)



50,000 1.57% 50,000 1.57%


Date: 12/09/2018 Decrease in shareholding due to Transfer of 7,000 and 40,000 Equity Shares to Kartick Biswas

(Folio No. 42) and Apu Dhar (Folio No.48) respectively.

(1.57)% (50,000) (1.57)%



Mr. Baikantha Nath Biswas (Folio No. 67)

45,000 1.42% 45,000 1.42%


Date: 12/09/2018 Decrease in shareholding due to Transfer of 20,000 and 25,000 Equity

Shares to Kartick Biswas (Folio No. 42) and

Soma Biswas (Folio No.43) respectively.

(1.42)% (45,000) (1.42)%

V) Shareholding of Directors and Key Managerial Personnel:




shares

% of totalshares of

thecompany

% of totalshares of

thecompany

1

Shareholding of each Directors and each Key Managerial Personnel

Mr. Kartick Biswas



Date of transfer: 31/07/2018,12/09/2018 and 14/03/2019

Increase in shareholding due to transfer of 4,63,550 shares from Sampark

(76,400) Srijanee Foundation (2,15,150), Probindu Kumar Biswas (30,000) Shubendhu

Shekhar Biswas (7,000) Baikantha Nath Biswas

(20,000) Mrinalini Biswas (8,000) Sraboni Biswas Kedia (7,000) Trades &

Agencies Private Limited (75,000) Arihant Enterprises Limited (25,000) respectively

14.61% 10,55,550 33.27%

At the end of the year 10,55,550 33.27%1 0,55,550 33.27%


UTTRAYANUTTRAYAN

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shares

% of totalshares of

thecompany

% of totalshares of

thecompany

2

3

4

5

6










Mr. Apu Dhar

4,87,000 15.35% 4,87,000 15.35%


Date of transfer: 31/07/2018, 12/09/2018 and 14/03/2019

Increase in shareholding due to transfer of 5,52,500 shares from Sampark

(1,12,500) SrijaneeFoundation (1,90,000),

Probindu Kumar Biswas (55,000) Shubendhu Shekhar

Biswas (43,000), Mrinalini Biswas (29,500), Tanushri

Biswas (22,500) and Arihant Enterprises Limited

(1,00,000) respectively.

17.41% 10,39,500 32.76%

10,39,500 32.76% 10,39,500 32.76%

Mr. Probindu Kumar Biswas (resigned on 10/10/2018)

1,10,000 3.46% 1,10,000 3.46%


Date of transfer: 12/09/2018Decrease in shareholding due to transfer of 1,10,000 shares to Apu Dhar (55,000), Kartick Biswas (30,000) and Soma Biswas (25,000) respectively.

(3.64)% (1,10,000) (3.64)%

0

0

0

0

0

0

0 0 0 0

0

0

Mr. Bijon Kanti Choudhury & Mrs. Nabanita Choudhury

35,000

35,000

1.10%

1.10%

35,000

35,000

1.10%

1.10%


Mr. Anindya Sen

41,000

41,000

1.29%

1.29%

41,000

41,000

1.29%

1.29%


Mr. Tarakanta Mohapatra was appointed in place of Mr. Arata Kumar Sahoo (Nominee Director of SIDBI) with effect from 15.01.2019


UTTRAYANUTTRAYAN

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shares

% of totalshares of

thecompany

% of totalshares of

thecompany


At the beginning of the year 0 0 0 0

0 0 0 0

0 0 0 0



IV. INDEBTEDNESS -Indebtedness of the Company including interest outstanding/accrued but not

due for payment.

DepositsUnsecured

Loans

Total

Indebtedness

Secured Loans

excluding deposits

Particulars

Indebtedness at the beginning of the financial year

i) Principal Amount

ii) Interest due but not paid

iii) Interest accrued but not due

Total (i+ii+iii)

Change in Indebtedness during the financial year

* Addition

* Reduction

Net Change

Indebtedness at the end of the financial year

I Principal Amount

ii) Interest due but not paid

iii) Interest accrued but not due

Total (i+ii+iii)

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-156334147

-

7728662

1571070141

1630000000

1136911666

2766911666

196687371

-

7452792

1974326506

156334147

-

7728662

1571070141

1630000000

1136911666

2766911666

196687371

-

7452792

1974326506

V. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to Managing Director, Whole-time Directors and/or Manager:

SN

1

Particulars of RemunerationName of MD/WTD/ Manager/ED Total Amount

(Rs.)Mr. Kartick Biswas Mr. Apu Dhar Mr. Probindu Kumar Biswas

Gross salary

a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961

b) Value of perquisites u/s 17(2) Income-tax Act, 1961

c) Profits in lieu of salary under section 17(3) Income- tax Act, 1961

75,00,000 p.a. 65,00,501 p.a. 8,21,935 p.a. 1,48,22,436


UTTRAYANUTTRAYAN

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SN

SN

SN

Particulars of RemunerationName of MD/WTD/ Manager/ED Total Amount

(Rs.)Mr. Kartick Biswas Mr. Apu Dhar Mr. Probindu Kumar Biswas

Stock Option

Sweat Equity

Commission- as % of profit- others, specify…

Others, please specify

Total (A)

Ceiling as per the Act

-

-

-

-

-

-

-

-

-

-

-

-

75,00,000 p.a.

Within Limit Within Limit Within Limit Within Limit

65,00,501 p.a. 8,21,935 p.a. 1,48,22,436

B. Remuneration to other directors

2

1

2

1

2

3

4

5

3

4

5

Particulars of Remuneration Name of Directors Total Amount

Independent Directors

Fee for attending board committee meetings

Commission


Total (1)

Other Non-Executive Directors

Fee for attending board committee meetings

Commission


Total (2)

Total (B)=(1+2)

Total Managerial Remuneration

Overall Ceiling as per the Act

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-


1,60,000

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

1,60,000

1,60,000

Mr. Anindya Sen

1,28,000

1,28,000

1,28,000

2,88,000

2,88,000

2,88,000

1,51,10,436

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

Particulars of Remuneration Key Managerial Personnel

CEO CS CFO Total

Gross salary

(a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961

(b) Value of perquisites u/s 17(2) Income-tax Act, 1961

(c) Profits in lieu of salary under section 17(3) Income-tax Act, 1961

Stock Option

Sweat Equity

Commission

- as % of profit

others, specify…


Total

4,03,348

4,03,348


UTTRAYANUTTRAYAN

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VI. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:

Type Section of the Companies Act

Brief Description

Details of Penalty / Punishment/

Compounding fees imposed

Authority [RD / NCLT/

COURT]

Appeal made, if any

(give Details)

A. COMPANY

Penalty

Punishment

Compounding

B. DIRECTORS

Penalty

Punishment

Compounding

C. OTHER OFFICERS IN DEFAULT

Penalty

Punishment

Compounding

None

None

None

None

None

None

None

None

None


UTTRAYANUTTRAYAN

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Annexure-II

Uttrayan Financial Services Private Limited

Annual Report on CSR Activities for the financial year 2018-2019(Pursuant to section 135 of the Companies Act, 2013 and as per CSR Rules, 2014)

S.No. Particulars Remarks

A brief outline of the Company's CSR policy, including overview of projects or programs proposed to be undertaken and a reference to the weblink to the CSR policy and project or programs

Uttrayan Financial Services Pvt. Ltd. recognises that business enterprises are economic organs of the society and draw on societal resources. It's our belief that business possess not only financial resources but also entrepreneurial as well managerial capability to bring in transformation in the communities in which operate and make the world a better place to live for all.

The Company has formulated its Corporate Social Responsibility policy in line with the provisions contained under Section 135 of the Companies Act, 2013 & read with Rules made thereon. The Policy have been framed by the CSR Committee and approved by the Board. The CSR Committee has been constituted in accordance with the Act. & comprising with two executive Directors namely, Mr. Kartick Biswas and Mr. Apu Dhar who are primarily responsible for ensuring the CSR policy framework, execution of CSR modalities and monitoring the CSR projects / activities to be carried out by the Company and shall furnish a report to the Board of Directors on the CSR initiatives time to time. The Company has conducted one (1)

stCSR Committee Meeting which was held on 31 October, 2018 during the financial year under review.

For the time being, Companys' CSR projects have been primarily focused on the following areas:

1. Providing healthcare

2. Promoting education

Company has not implemented any Corporate Social Responsibility initiatives for the period 2018-2019, however company is carrying out certain CSR activity time to time with the borrowers which are largely rural women.

The company will make the necessary steps to weblink the CSR policy and CSR activities shortly

1.

2.

3.

4.

5.

The Composition of the CSR Committee

The CSR Committee consists of two members who are also directors of the company. Names of the members of the CSR Committee are:

1. Kartick Biswas (Chairman); and

2. Apu Dhar (Member)

Average net profit of the Company for last three financial years

INR Rs. 4,76,34,397/ -(Rupees Four Crores Seventy Six Lakhs Thirty Four Thousand Three Hundred and Ninety Seven)

Prescribed CSR Expenditure (two percent of the amount as in item 3 above)

INR Rs. 9,52,688/-(Rupees Nine Lakhs Fifty Two Thousand Six Hundred Eighty Eight only)

Details of CSR spent during the financial year :

a) total amount spent for the financial year

b) Amount unspent, if any

c) Manner in which the amount spent during the financial year is detailed below

NIL

INR Rs. 9,52,688/-

N.A.


UTTRAYANUTTRAYAN

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1

1

1.

2.

3.

2 3 4 5 6 7 8

S.No CSR Project/ activity identified

Sector in which the Project is covered

Project/ Programmes

1. Local area/ others

Amount(in INR / Rs.)

Amount spent on the project/ programme subheads:

1. Direct expenditure on the project

2. Overheads

Cumulative spend upto to the reporting period

Amount spent Direct/ through implementing agency

Projects was not ready to provide CSR activities

NA NA NA

NA

NA NA NA

Total

Details of the Implementing Agency : None

In case the Company has failed to do the minimum mandated Corporate Expenditure, it shall provide the reasons for doing so in the Board Report.

During the last quarter of the financial year and in July 2019, the Committee has recommended the CSR projects, areas of activities which can be undertaken by the Company, since these projects could be identified for implementation by the Company during the later part of the year,

the total amount required to be spent as per regulatory requirements in 2018-2019 could not be done.

Moreover, the Company is also considering various proposals for undertaking long term rural/urban/semi-urban/peri-urban community developments CSR initiatives though promoting healthcare and education activities. The above initiatives, when implemented, is expected to take care of the unspent amount of Rs. 9,52,688/- of earlier year i.e. 2018-2019 as soon as possible and also will go a long way in fulfilling the ob l igat ions of the Company towards CSR requirements for financial year 2019-2020 in letter and spirit.

Responsibility Statement of the CSR Committee

The CSR committee through its Chairman states and confirms that the implementation and monitoring of CSR Policy is in compliance with CSR objectives and policy of the company.

Kartick BiswasChairman, CSR Committee DIN : 02207249

thDate: 27 June, 2019Place: Kolkata

2. Specify the state/ district (Name of the Districts/s, State/s where project/ programme wasundertaken

Apu DharMember, CSR Committee DIN: 01726461


UTTRAYANUTTRAYAN

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Independent Auditors' Report

ToThe MembersUttrayan Financial Services Private Limited

Report on the Financial Statements

Opinion

We have audited the accompanying financial statements of Uttrayan Financial Services Private Limited ("the Company"), which comprise the Balance Sheet as at 31st March, 2019, the Statement of Profit and Loss and Cash Flow Statement for the year then ended and notes to the financial statements including a summary of the significant accounting policies and other explanatory information (herein after referred to as "financial statements").

In our opinion and to the best of our information and according to explanations given to us, the aforesaid financial statements give the information required by the Companies Act, 2013 ("the Act")in the manner so required and give a true and fair in conformity with the accounting principles generally accepted in India including the Accounting Standards prescribed under section 133 of the Act read with relevant rules issued there under, of the state of affairs of the Company as at March 31,2019, its profit and its cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit of the financial statements in accordance with the Standards on Auditing (SAs) specified under Section 143(10) of the Companies Act, 2013. Our responsibilities under those standards are further described in the Auditor's Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (ICAI) together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the financial statements.

RAY & RAYCHARTERED ACCOUNTANTS

Webel Bhavan, Ground Floor,Block - EP & GP, Sector V,Salt Lake, Kolkata - 700 091Tel. :+91-33-4064 8107/8108/8109E-mail: [email protected]

MUMBAI • NEW DELHI • BANGALORE • CHENNAI • HYDERABAD City Office : 6 Church Lane, Kolkata - 700 001, E-mail: [email protected]


UTTRAYANUTTRAYAN

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Information Other than the Financial Statements and Auditor's Report Thereon

The Company's Board of Directors is responsible for the preparation of the other information. The other information comprises the information included in the Management Discussion and Analysis, Board's Report including annexure to Board's Report, Business Responsibility Report, Corporate Governance and Shareholder's information, but does not include the financial statements and our auditor's report thereon.Our opinion on the Financial Statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information identified above and, in doing so, consider whether the other information is materially inconsistent with the Financial Statements or our knowledge obtained during the course of our audit or otherwise appears to be materially misstated.

If, based on the work we have performed, we conclude that there is a material misstatement of this other information; we are required to report that fact. We have nothing to report in this regard.

Management's Responsibility for the financial statements

The Company's Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India including the Accounting Standards specified under section 133 of the Act, read with relevant rules issued there under.

This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial Statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the Financial Statements, management is responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

The Board of Directors are responsible for overseeing the Company's financial reporting process.



UTTRAYANUTTRAYAN

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Auditor's Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the Financial Statements as a whole are free from material misstatement, whether due to fraud or error and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these Financial Statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also :

Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

Obtain an understanding of internal financial controls relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls system in place and the operating effectiveness of such controls.

Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify are opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company to cease as a going concern.

Evaluate the overall presentation, structure and content of the Financial Statements, including the disclosures and whether the Financial Statements represent the underlying transactions and events in a manner that achieves fair presentation.


•

•

•

•

•

Materiality is the magnitude of misstatements in the Financial Statements that, individually or in aggregate, makes it probable those economic decisions of a reasonably knowledgeable user of the financial statements may be influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in the financial statements.


UTTRAYANUTTRAYAN

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We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

Report on Other Legal and Regulatory Requirements

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;

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 book;

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.

In our opinion, the aforesaid financial statements comply with the Accounting Standards specified under section 133 of the Act with relevant rules issued there under.

On the basis of the written representations received from the directors as on 31 st March, 2019 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2019 from being appointed as a director in terms of Section 164(2) of the Act.

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

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, as amended in our opinion and to the best of our information and according to the explanations given to us:

As required by the Companies (Auditor's Report) Order, 2016 ("the Order"), issued by the Central Government of India in terms of sub-section(l 1) of Section 143of the Act, we give in the "Annexure 'A'", a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

As required by Section 143(3) of the Act, we report that:

1.

2.

a)

b)

c)

d)

e)

f)

g)

The Company has no pending litigations which would materially impact its financial position.

i


UTTRAYANUTTRAYAN

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The Company did not have any long term contracts including derivative contracts for which there were any material foreseeable losses.

There were no amounts that are required to be transferred to the Investor Education and Protection Fund by the Company.

ii.

iii.

For Ray & RayChartered Accountants

Firm Registration no. 301072E

Jyoti N. Yalagoud

Partner Membership no. 064897

Place : Kolkata thDate: 27 June, 2019


UTTRAYANUTTRAYAN

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"ANNNNEXURE A" TO INDEPENDENT AUDITOR'S REPORT

(Referred to in paragraph 1 under the heading "Report on Other Legal and Regulatory Requirements" of our report of even date)

(a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

(b) As represented by the management physical verification of fixed assets have been carried out in terms of a phased programme of verification of fixed assets and as informed, no material discrepancies were noticed on such verification.

(c) The title deed of immovable properties is held in the name of the Company

The Company is a Non-Banking Financial Company (Micro Finance) accordingly, it does not hold any physical inventories. Accordingly, provisions of Clause (ii) of paragraph 3 of the aforesaid Order are not applicable to the Company.

According to the information and explanation given to us, the Company has not granted any loans, secured or unsecured, to companies, firms, limited liability partnerships or other parties covered in the register maintained under Section 189 of the Companies Act, 2013. Therefore, clauses 3 (iii) (a), (b) and (c) of the aforesaid Order are not applicable.

In our opinion and according to the information and explanations given to us, there are no loans, investments guarantees and securities granted in respect of which provision of section 185 and 186 of the Act are applicable and hence not commented upon.

The Company has not accepted any deposits during the year..

The Central Government has not prescribed the maintenance of cost records under section 148(1) of the Companies Act, 2013 for the Company. Accordingly, paragraph 3(v) of the Order is not applicable to the Company.

(a) According to the records of the Company, the Company is generally regular in depositing with appropriate authorities undisputed statutory dues, including Provident Fund, Employees' State Insurance, income-tax, custom duty, excise duty, Goods and Service Tax, cess and other statutory dues applicable to it.

According to the information and explanations given to us ,no undisputed amounts payable in respect of provident fund, employees state insurance, sales tax, value added tax, custom duty, excise duty, goods and service tax, income

i.

ii.

iii.

iv.

v.

vi.

vii.


UTTRAYANUTTRAYAN

TM


stax, service tax and cess were outstanding as at 31 ' March, 2019 for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us, there are no dues of income tax, sales tax/ value added tax, service tax, custom duty, excise duty and Goods and Service

st Tax which have not been deposited as at 31 March, 2019 on account of any dispute.

In our opinion and according to the information and explanation given by the management the company has not defaulted in repayment of dues to financial institutions, banks, debenture holder or government.

According to the information and explanation given by the management the company has not raised any money by way of initial public offer or further public offer, hence not committed upon.

During the course of our examination of the books of account carried out in accordance with Generally Accepted Auditing Practices, we have neither come across any instance of fraud on or by the Company, nor have we been informed of any such instances by the Management.

The Company has complied with the requirement of Section 197 of the Companies Act, 2013 read with Schedule V to the Companies Act, 2013.

The Company is not a Nidhi Company. Accordingly paragraph 3 (xii) of the Order is not applicable.

According to the information and explanations given by the management, transactions with the related parties are in compliance with section 177 and 188 of the Act where applicable and details have been disclosed in the notes to the financial statements as required by the applicable accounting standards.

The Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year and hence, reporting requirements under clause 3(xiv) are not applicable to the company.

According to the information and explanations given by the management, the Company has not entered into non-cash transactions with directors or persons connected with them.

According to the information and explanations given to us, we report that the company has registered as required under section 45-IA of the Reserve Bank of India Act. 1934.

viii.

ix.

x.

xi.

xii.

xiii.

xiv.

xv.

xvi.



Jyoti N. Yalagoud

Partner Membership no. 064897 Place : Kolkata

thDate: 27 June, 2019


UTTRAYANUTTRAYAN

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"ANNNNEXURE B" TO INDEPENDENT AUDITOR'S REPORT

(Referred to in paragraph 2(f) under the heading "Report on Other Legal and Regulatory Requirements" of our report of even date on Financial statements)

Report on the Internal Financial Control over Financial Reporting 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 Uttrayan Financial Services Private Limited ("the Company") as of 31st March, 2019 in conjunction with our audit of the financial statements of the Company for the year ended on that date.

Management's Responsibility for Internal Financial Controls

The Company's management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the "Guidance Note") issued by the Institute of Chartered Accountants of India ("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, including adherence to company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Act.

Auditor's Responsibility

Our responsibility is to express an opinion on the Company's internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note issued by ICAIand the Standards on Auditing prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

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


UTTRAYANUTTRAYAN

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We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company's internal financial controls system over financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

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

Inherent Limitations of Internal Financial Controls over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting 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.

Opinion

According to the information and explanations given to us and based on our audit, in our opinion, the Company has generally maintained, in all material respects, an adequate internal financial controls over financial reporting and such internal financial controls over financial reporting were generally operating effectively as of 31st March 2019 based on the internal control over financial reporting criteria established by the Company considering the essential components of internal controls stated in the "Guidance Note on Audit of Internal Financial Controls over Financial Reporting" issued by the Institute of Chartered Accountants of India. However certain areas need further improvement in designing the Documentation on Internal Financial Controls of the Company in design of information technology system and application controls that prevent the information system from providing complete and integrated information consistent with financial reporting objectives. However, our opinion is not qualified in the above respect.



Jyoti N. Yalagoud

Partner Membership no. 064897

Place : Kolkatath

Date: 27 June, 2019


UTTRAYANUTTRAYAN

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Webel Bhavan, Ground Floor,Block - EP & GP, Sector V,Salt Lake, Kolkata - 700 091Tel. :+91-33-4064 8107/8108/8109E-mail: [email protected]

ToThe Board of DirectorsUttrayan Financials Services Private Limited

REPORT TO THE BOARD OF DIRECTORS

In Pursuance of Non-Banking Financial Companies Auditor's Report (Reserve Bank) Directions 2008. in terms of Clause 3A & 3C of Notification no. DNBS 201/DG(VL)-2008, Dated 18-09-2008,

st following matters are being reported to the financial year ending 31 March. 2019 in case of Uttrayan Financials Services Private Limited having its registered office at CF-32, Sector-1. Salt Lake, Kolkata-700064:

Matters to be reported in terms of clause 3(A)

The company is engaged in the business of Non-Banking financial institution and has been granted registration to carry on business of Non-Banking Financial company as provided by Section 45 IA of the Reserve Bank of India, 1934 (2 of 1934) in terms of certificate of registration granted by the Reserve Bank of India. Vide certificate of Registration No.

rd05.00575 Dated 3 March 1998.

The company is authorised to continue to hold the COR issued by the Reserve Bank of India to carry on the business of Non-Banking financial institution in terms of its assets / income

spattern as March 31 ' 2019.

The company is not an Asset Finance Company (AFC) as defined in Non-Banking Financial Companies Acceptance of Public Deposits (Reserve Bank) Directions, 1998.

Based on criteria set forth by the Bank in Notification viz: Non-Banking Financial Company- Micro Finance institutions (Reserve Bank) Directions, 2011 dated December 02. 2011 for classification of NBFCs as NBFC-MFIs. The Non-Banking F'nancial companyhas been correctly classified as NBFC-MFI as defined in the said Directions with reference to the business carried on by it during the applicable financial year.

i.

ii.

iii.

iv.

MUMBAI • NEW DELHI • BANGALORE • CHENNAI • HYDERABAD City Office : 6 Church Lane, Kolkata - 700 001, E-mail: [email protected]


UTTRAYANUTTRAYAN

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The Board of Directors of the company in its meeting held on 01.06.2009 has passed resolution to the effect that the company shall not invite and accept any deposit from public as defined as

nd'Public Deposit' vide RBI notification no. DFC 114/DG (STP)-98 dated 2 January 1998.

As explained and information given to us, the company has not accepted any Public Deposits during the year.

As explained and information given to us, the company has complied with the prudential norms related to income recognition, Accounting Standards. Assets classification and provisioning for bad & doubtful debts, wherever applicable in terms of Non-Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2007

The company is not an 'Systematically important non-deposit taking non-banking financial company in terms of paragraph 2(1)(xix) of the Non-Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions,2007.

Matters to be reported in terms of clause 3C

i.

ii.

iii.

iv.

For RAY & RAYChartered AccountantsFirm Registration No: 301072E

Jyoti Yalagoud PartnerMembership No: 064897

thDate: 29 June, 2019 Place: Kolkata


UTTRAYANUTTRAYAN

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UTTRAYAN FINANCIAL SERVICES PRIVATE LIMITEDReg. Off. CF-32, Sector 1, Salt Lake, Kolkata - 700064

CIN: U67120WB1995PTC071237 Email: [email protected]

Balance Sheet as at 31st March, 2019

Amount in (Rs.)

ParticularsNote No

As at 31st March,2019

As at 31st March,

2018

1

2

3

45

6

7

8910

Total

Notes To The Balance Sheet enclosed

As per our Report of even dateOn behalf of the Board

For Uttrayan Financial Services Pvt. Ltd.

Kartick Biswas Managing DirectorDIN : 02207249

Apu Dhar DirectorDIN : 01726461

I. EQUITY AND LIABILITIES

(1) Shareholder's Funds

(a) Share Capital

(b) Reserves and Surplus

(2) Non-Current Liabilities

(a) Long-term borrowings

(b) Deferred tax liability (net)

(3) Current Liabilities

(a) Other current liabilities

(b) Short-term provisions

Total

II. Assets

(1) Non-current assets

(a) Property, Plant and Equipment

(i) Tangible assets

(ii) Intangible assets

(b) Deferred tax asset (net)

(3) Other non-current assets

(2) Current assets

(a) Cash and bank balances

(b) Short-term loans and advances

© Other current assets

66727500200143715

865994929 -

113058508630795975

66727500

141178832

665871620 -

925869101

28726799

2294247205

2294247205

1828373853

1828373853

75166261600353231862

130430867

1975711971940993313

15902987

8437803280004151429

130897861

1972715811483806072

7529104

For Ray & RayChartered AccountantsFirm Registration No. 301072E

Jyoti N. YalagoudPartnerMembership No. 064897

Date:27th June, 2019Place: Kolkata

Santanu Kumar HazraCompany SecretaryMembership No. A-27329


UTTRAYANUTTRAYAN

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Amount in (Rs.)

ParticularsNote No

As at 31st March, 2019

As at 31st

March, 2018

11

13

615

12

14

5

17

(XI+XIV)

(XII-XIII)

(VII-VIII)

(VII-VIII)

(V-VI)

(III-IV)

17

Notes To Profit and Loss Statement enclosed

As per our Report of even date On behalf of the Board For Uttrayan Financial Services Pvt. Ltd.







Statement of Profit and Loss for the year ending on 31st March, 2019

I. Revenue from operationsII. Other Income

III. Total Revenue (I +II)

IV. Expenses:Employee benefit expenseFinancial ExpensesDepreciation and amortization expenseOther expensesBad debt Written OffProvision for Portfolio risk

IV. Total Expenses:

V. Profit before exceptional and extraordinary items and taxVI. Exceptional ItemsVII. Profit before extraordinary items and tax

VIII. Extraordinary Items(1) Prior period Adjustment for reversal of Service Tax Cenvat

IX. Profit before tax

X. Tax expense:

(1) Current tax

(2) Deferred tax liability/(Asset)

XI. Profit(Loss) from the period from continuing operations

XII. Profit/(Loss) from Discontinuing operations

XIII. Tax expense of Discontinuing operations

XIV. Profit/(Loss) from Discontinuing operations

XV. Profit/(Loss) for the period

XVI. Earning per equity share:

(1) Basic

(2) Diluted

46843769515382669

483820364

71216125254534653

21768235590055980577674590846

396476773

87343591 -

87343591

-

87343591

24661501(80433)

62762523

62762523

18.58

18.58

35643610610626600

367062706

52869134166989825

241470745347334140174367431209

289069645

77993061 -

77993061

-

77993061

22719927(32621)

55305755

- - -

55305755

16.29

16.29


UTTRAYANUTTRAYAN

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Amount in (Rs.)

ParticularsAs at 31st

March, 2019As at 31st

March, 2018








Cash Flow Statement For the year ended on 31st March, 2019

ACASH FLOW FROM OPERATING ACTIVITIES:

Net Profit before Tax

Payment Previous Year's Income Tax

Adjustment for Non Cash Expenditure:

Depreciation on Fixed Assets

Loan Loss Provision

Accrued Interest on Borrowing

Adjustment for Non Cash Income

Accrued Interest on Loan

Accrued Interest on FDR

Commission Accrued on BC Loan

Operating Profit before Working Capital Change

Adjustment for

(Increase)/ Decrease in Operating Assets

Disbursements of Loan to Borrowers

Recovery of aforesaid Loans

Other Advances/ Recoverable

Increase/ (Decrease) in Operating Liability

Cash Flow Before Extraordinary Items

Net Cash Flow From Operating Activities (A)

BCASH FLOW FROM INVESTING ACTIVITIES:

Purchase of Fixed Assets

Fixed Deposit (Pledged against Secured loan)

Fixed Deposit (In hand)

Net Cash Flow From Investing Activities (B)

CCASH FLOW FROM FINANCING ACTIVITIES:

Secured Loan taken during the period

Accrued interest credited in loan accounts

Repayment of Secured Loan

Unsecured Loan taken during the period

Repayment of Unsecured Loan

Proceeds from Issue of Share Capital

Increase/( Decrease) in Cash Credit Account

Net Cash Flow From Financing Activities ©

Net Increase or Decrease in Cash and Cash

Equivalents (A+B+C)

Add: Opening Cash and Cash Equivalents

Closing cash and cash equivalents as per Books

87343591 -

2176823 4590846

(275870)

(3873883)

(4312982)2658933

88307458

(3187170000)2728085468

(5261642)

(29397883)(493744056)

(405436598)

(2575995)(5567085)

(8143081)

1628577398 9484483

(1136911667) - - -

(97617979)

403532235

(10047444)

138059418

128011973

77993061 -

2414707 7431209

3426410

(3381363)

(5894514)(249069)

81740440.55

(2617372192)1874251218

(3749085)

(21167577)(768037636)

(686297195)

(2497933)(57364619)

(59862552)

1331080000 -

(608965961) -

- (7500000)

8411304

723025343

(23134404)

161193822

138059418


UTTRAYANUTTRAYAN

TM



GENERAL DISCLOSURESCompany Overview

Uttrayan Financial Services Private Limited ("the Company" or "UFSPL") is a company domiciled in India and registered under the provisions of the Companies Act, 1956. The company has been registered as a Non-Banking Financial Company (NBFC) with the Reserve Bank of India (the RBI) from 26th April, 1995 and pursuant to the notification issued by the RBI for classification of NBFCs as Non-Banking Finance Company- Micro Finance Institution (NBFC-MFI), the Company`s application for registeration as a NBFC-MFI was approved by the RBI on 10th June, 2014Basis of PreparationThe Company follows mercantile system of accounting. The accounts are prepared on the historical cost basis, as a going concern and are consistent with applicable Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. and comply with the Accounting Standards issued by the Institute of Chartered Accountants of India (ICAI) to the extent applicable, except otherwise stated and stipulated in the directions issued by the Reserve Bank of India (RBI) for Non Banking Financial (Non – Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2007 and other directions from time to time.

Basis of Estimates

The presentation of financial statements in conformity with Indian Generally Accepted Accounting Principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period. Although such estimates are made on a reasonable and prudent basis taking into account all available information, actual results may differ from those estimates.

Fair Practice in lending

The Company has followed Fair Practice in lending ( FPC ) as defined in the RBI Notification No. RBI/2011-12/470 DNBS.CC.PD.NO.266/03.10.01/11-12 dated March 26, 2012, RBI/2012-13/27 DNBS (PD) CC NO.286/03.10.042/12-13 dated July 2, 2012 and RBI/2014-15/43 DNBS (PD) CC NO.395/03.10.38/14-15 dated July 1, 2014 and No .DNBR(PD)CC.No047103.10,119 /2015-16 dated July 1, 2015 and as amended on 20th April, 2016.

KYC/AML Norms

The Company has complied with the KYC/AML norms in terms of RBI Master Circular dated July 01, 2015 on “KYC Guidelines – AML Standards including the latest instructions circulated by RBI relating to Prevention of Money Laundering Act, 2002 - Obligation of NBFCs in terms of Rules notified there under [RBI/2008-09/120 DNBS (PD) CC 126/03.10.042 /2008-09 dated August 5, 2008 applicable to NBFCs and as updated/modified from time to time

Notes on Business Operations

The Company provides livelihood promotion services mainly to the low-income rural, urban, semi-urban and peri-urban households, comprising of livelihood and other micro financial services to those population segments which are mostly un-reached by the formal banking systems with the principal purpose of promoting sustainable livelihoods. To increase its outreach the Company started providing micro loans through Banking Correspondence Model from February 2015, along with its own operations.

The Company does not provide any savings services as it does not take any deposit.

Assets classification and provisioning

Loan asset classification of the company is given in the table below:

Particulars Criteria

Standard assets The asset in respect of which, no default in repayment of principal or payment of interest is perceived and which does not disclose any problem nor carry more than normal risk attached to the business.

Non-performing assets An asset for which, interest/principal payment has remained over due for a period of 90 days or more.

Provision for loan portfolio

Provision for loan portfolio has been made in accordance with the provisioning requirements for NBFC-MFI issued by the RBI vide its circular no. DNBR.(P.D) CC.No.471/03.10.119/2015-16 dated 1st July, 2015 (as amended), which requires the minimum provisions to be higher of (i) 1%of the outstanding loan portfolio or(ii) 50% of the aggregate loan instalments which are overdue for more than 90 days and less than 180 days and 100% of the aggregate loan instalments which are overdue for 180 days or more and management estimates of future losses, whichever is higher.

Loans and Advances other than portfolio loans are provided for at the higher of management estimates and provision required as per the Master Direction - Non Banking Financial Company- Systemically important Non-Deposit taking Company and Deposit taking company (Reserve Bank ) Directions,2016.

Provision and contingent liability

i) A provision is recognized when there is a present obligation as a result of past event and it is probable that an outflow of resource will be required to settle the obligation and in respect of which reliable estimate can be made. Provisions are reviewed at each balance sheet date and adjusted to reflect the current best estimate. If it is no longer probable that an outflow of resources would be required to settle the obligation, the provision is reversed.

ii) A disclosure for contingent liability is made when there is a possible obligation but probably will not require an outflow of resource.When there is a possible obligation or a present obligation in respect of which the likelihood on outflow of resource is remote, no provision or disclosure is made.

iii) Contingent assets are not recognized in the Financial statements. However, contingent assets are assessed continually and if it is virtually certain that an inflow of economic benefits will arise , the asset and related income are recognized in the period in which the change occurs


UTTRAYANUTTRAYAN

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Notes Annexed to and Forming Part of Balance Sheet

Amount in (Rs.)


As at 31st March,

2018

NOTE - 1SHARE CAPITALAuthorised Share Capital50,00,000 Equity Share of Rs. 10/- each50,00,000 Preference Share of Rs. 10/- each

Issued, Subscribed and Paid up :3172750 Equity Shares of Rs. 10/- each fully paid up in cash(Previous Yr. 3172750 Eq. Shares of Rs.10/- each fully paid up)

9% Cumulative optionally Convertible Preference Share capital3500000 shares of Rs.10/- each fully paid up(Previous Yr. 3500000 Shares of Rs.10/- each fully paid up)

Rights, preferences and restrictions attached to shares:Equity Shares :- The company has one class of equity shares having a par value of Rs 10 per share. Each shareholder is eligible for one vote per share held. The Dividend proposed by the Board of Directors is subject to the approval of shareholder in the ensuing Annual General Meeting, except in case of interim dividend. In the event of liquidation, the equity shareholder are eligible to receive the remaining assets of the company after distribution of all preferential amount, in proportional to their shareholding.

Preference Shares :-The company has issued 9% cumulative convertible preference shares as on 8th June,2015 amounting to Rs.1,50,00,000 which is redeemable after 6 years and as on 13th April, 2017 amounting to Rs.2,00,00,000, in which the 50% will be redeemable after 4 years and remaining 50% after 5 years, if incase SIDBI decides not to convert Optional Covertaible Preference Shares (OCPS) into equity shares.Reconciliation of the number of Shares and amount outstanding at the beginning and at the end of the Reporting Period:

9% Optional Convertible Preference Share of Rs.10/- each

Particulars Opening Balance

Freshissue

Bonus Buy back Other changes (Redeemed)

Closing Balance

Equity shares with voting rights of Rs.10/- each

- -

- -

- -

- -

- -

- -

- -

- -

- -

- -

- -

- -

317275031727500

317275031727500

317275031727500

317275031727500

350000035000000

350000035000000

350000035000000

200000020000000

225000022500000

7500007500000

Year ended 31 March, 2019Number of sharesAmount (Rs.)




100000000

31727500

100000000

31727500

35000000 35000000

66727500 66727500

Details of Shareholders with Holding above 5% has been given as per Annexture-1 to the Note 1 of the Balance sheet


UTTRAYANUTTRAYAN

TM



Annexure-1 to the Note-1 of the Balance Sheet

List of Shareholders with Holding above 5%

Name

Type/ Class of Share

Number of Shares as

on 31 March 2019

% age of Holding

Apu Dhar

Kartick Biswas

Soma Biswas

Small Industrial Development Bank of India*

Equity 1039500 32.76

Equity 1055550 33.27

Equity 650700 20.51

9% OCP 3500000 100.00

* 9% Cumulative Optionally Convertible Preference Share of Rs.10 each fully paid up


UTTRAYANUTTRAYAN

TM



Amount in (Rs.)


As at 31st March,

2018

NOTE - 2RESERVES AND SURPLUS

A. Surplus in the Statement of Profit and Loss

Balance at the beginning of the yearAdd: Profit for the periodAdd: Adjustment of last year income Tax

Less: Adjustment for TDS and Provision of Earlier YearsLess: Transfer to Statutory Reserve Fund U/s 45ICLess: Proposed Dividend (Preference Shares)Less: Dividend Distribution TaxNet Surplus(A)B. Statutory Reserve Fund (U/s 45IC of RBI Act, 1934)Balance at the beginning of the yearAdd: Transfer during the yearTotal (B)C. Share Premium AccountBalance at the beginning of the yearAdd: Received during the year

7033354462762523

-133096067

-125525053150000647640

116745922

2106778812552505

33620293

49777500-

Total (C) 49777500

200143715RESERVES & SURPLUS (A+B+C)

2989116155305755

739322

85936238

180658110611513619726741158

70333544

1000663711061151

21067788

49777500 -

49777500

141178832

The company has declared dividend @ 9% pa for the year 2018-19 against 9% Cumulative Optional Convertible Preference Share Capital of SIDBI and created provision for dividend distribution tax at applicable rate.

An amount equal to 20% of the net surplus (after adjustment for income tax liability) of the current year has been transferred to Statutory Reserve Fund (U/s 45IC of the RBI Act, 1934).

Deferred Tax and Taxes on Income

Taxes on income have been accounted for in accordance with the Accounting Standard 22 of the Institute of Chartered Accountants of India and in accordance with the provisions of Income Tax Act, 1961. Deferred tax liability and assets have been recognized subject to consideration of prudence and timing difference. Deferred tax is measured based on the tax rates and the tax laws enacted or substantively enacted at the balance sheet date. The impact of changes in deferred tax assets and liabilities is recognised in the Statement of Profit & Loss. Deferred tax assets are recognised and reassessed at each reporting date, based upon managements judgement as to whether their realisation is considered as reasonably certain.

Calculation of Deferred Tax Liability / (Assets)

Depreciation as per Companies Act up to

31.03.19 (Rs)

A

9525291

Depreciation as per I.T. Act up to 31.03.19 (Rs)

B

8633512

Timing difference

(Rs)

C=(A-B)

(891779)

Rate of Tax

D

26.00%

Deferred tax Liability/

(Assets) (Rs)

E=(CXD)

(231862)

Deferred Tax Asset as on 31.03.2019 is Rs.231862. Opening balance of Deferred Tax Assets was Rs.151429. An amount of Rs.80433 has been adjusted for the current year (Rs. Rs.231862 - Rs. 151429).


UTTRAYANUTTRAYAN

TM



B. SECURED LOAN: TERM LOAN

Loan from SIDBILoan from IDBILoan from Maanaveeya Dev. & Finance Pvt. Ltd.Loan from Union BankLoan from Bank of BarodaLoan form MAS Financial Services Pvt. Ltd.Loan from Bandhan BankLoan form Ananya FinanceLoan form Habitat Micro buildLoan from Lakshmi Vilas BankLoan from South India BankLoan from Yes BankLoan from Capital Fast Ltd.Loan from Dhanlaxmi BankLoan from Mahindra & MahindraLoan from Avanse Financial servicesLoan from Arohan Financial Services Pvt. Ltd.Loan from Fincare Small Finance Bank Ltd.Loan from Jain Sons Finlease Ltd.Loan from Profectus Capital Pvt. Ltd.Loan from MUDRALoan from UCO Bank

(All term loans are secured against Book Debts)

7862333623333340706666706594860

-1020833221085714291791664032024002641666746000000

-72023813

681582--

971781912667413

152791624294574

3275000081139922

NOTE - 3LONG TERM BORROWINGS Amount in (Rs.)


As at 31st March,

2018A. UNSECURED LOAN

Capital Fast Ltd.(Subordinate unsecured term loan(Tire-II Capital)

Total-A

50000000 50000000

50000000 50000000

NOTE - 4OTHER CURRENT LIABILITIES Amount in (Rs.)


As at 31st March,

2018

21310000-

50060000229311144680000

9374999858571427

-5070803140832746180000005928572029166665107596012359229331806991

-----

100417035

Total-B

Total-A

TOTAL LONG TERM BORROWINGS (A+B)

815994929 615871620

865994929 665871620

Term loans from banks and others are secured by way of hypothecation of the outstanding loan portfolio, in addition to the fixed deposits being held as collateral security. The term loans carries interest in the range of 7% to 17% per annum ( 31st March, 2018 : 10% to 17% per annum).

A. CURRENT MATURITIES OF LONG-TERM DEBT

(Instalments of Term Loans due within 12 months)Loan form SIDBILoan from IDBILoan from Lakshmi Vilas BankLoan from Capital Fast Term LoanLoan from South India BankLoan from Yes BankLoan from Dhanlaxmi BankLoan from Mahindra & MahindraLoan From UCO BankLoan form MAS Financial Services Pvt. Ltd.Loan from Bandhan BankLoan from Maanaveeya Dev. & Finance Pvt. Ltd.Loan from Union BankLoan form Ananya FinanceLoan from Bank of BarodaLoan from Arohan Financial Services Pvt. Ltd.Loan from Fincare Small Finance Bank Ltd.Loan from Jain Sons Finlease Ltd.Loan from Profectus Capital Pvt. Ltd.Loan from MUDRALoan form Habitat Micro build(All term loans are secured against Book Debts)

4268666416666660266666644666400612000000

-10080000

-67398460

33541669028916292820633301629836050000016

-444591552968959932396669157054261725000018684031

17838200-

84999961666666812000000

1267857099240000

2458040863278179

19305555290000003

10037000016595532

-6560000

--0--

16136249

893042022 701606496


UTTRAYANUTTRAYAN

TM



B. Short Term Loan(Instalments of Term Loans due within 12 months)Loan from Reliance CapitalLoan form Ananya FinanceLoan from Yes BankLoan from Bank of BarodaLoan from Avanse Financial servicesLoan from Mahindra & MahindraLoan from AU Small Finance BankLoan from IDBI(All term loans are secured against Book Debts)Cash Credit from BGV Bank(Secured against Book Debts)

47029678-

598532884680000

407163092458040829166665

-

1810416

6365719517777774

-----

15000000

99428395

Total-B 207836763 195863363

Short term loans from banks and others are secured by way of hypothecation of the outstanding loan portfolio, in addition to the fixed deposits being held as collateral security. The term loans carries interest in the range of 10% to 16% per annum .

Cash Credit from banks are secured by way of hypothecation of the outstanding loan portfolio, in addition to the fixed deposits being held as collateral security. Cash credit facilities carries rate of interest @ 12% per annum.

OTHER LIABILITIESInterest Accrued on loan but not dueAudit Fees PayableGST PayableSHG Insurance Premium PayableTDS PayableBanking Correspondence Liability - Laxmi Vilas Bank and IDBI BankInsurance SettlementProvident FundEmployee State InsuranceLiability for Professional TaxSalary PayableOther Liabilities

7452792588820

20052506656125220514391476882974472793859144245206

628969308035

Total-C

7728662153000645246

21098911053369

1560148833492033296223803818130

-183537

29706301 28399243

TOTAL OTHER CURRENT LIABILITIES (A+B+C) 1130585086 925869101Banking Correspondence Liability with Laxmi Vilas Bank and IDBI Bank is on account of undisbursed Loan and repayment of Instalments.

NOTE - 5PROVISION

As at 31st March, 2019 As at 31st March, 2018SHORT-TERM PROVISIONS

Provision for Income Tax net of taxes paidProvision for Portfolio Risk ReserveDividend Payable on Preference SharesDividend Tax Payable

7661501193368343150000647640

30795975

9619927147459883619726741158

28726799

Regarding dividend and dividend tax please see Note - 2

As per the guidelines of RBI, 'on the basis of age of portfolio' required provision was Rs. 7484278 as on 31.03.2019, which is less than 1% of total outstanding portfolio; As such 1% of the total outstanding SHG loan portfolio has been provided.

Provision for Portfolio Risk as per RBI Circular No. DNBR(PD)CC No-008/03.10.119/2016-17 dated 1st September, 2016.

Loans loss Reserves as per RBI (1% of loan outstanding)Less: Provision b/f as on 01.04.2018

Additional Provision for 2018-19

1933683414745988

4590846

Particulars

No of accounts

Overdue Amount

(Rs)

Loan Outstanding Balance (Rs)

ClassificationLoan loss

Reserve (%) as per RBI

Loans loss Reserves as per RBI (Rs.)

(A) (B) (C) (D) (E) (F)=(B)* (E)

Current loans

<30 days past due

31-60 days past due

61-90 days past due

91-120 days past due



>365 days

Total

115694

249

131

121

70

153

392

21

116831

-

349411

437134

641944

502777

1482181

4608477

607357

8629281

1919155525

2792819

1403567

1438629

864416

1952658

5351263

724478

1933683355

Standard

Standard

Standard

Standard

Sub-Standard (Unsecured)Sub-Standard (Unsecured)

Sub-Standard (Unsecured)

stDoubtful 1 year (unsecured)

0%

0%

0%

0%

50%

50%

100%

100%

-

-

-

-

251389

741091

4608477

607357

6208314


UTTRAYANUTTRAYAN

TM

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Furn

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Moto

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Conditio

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Cam

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Pla

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Land

10 Y

ears

10 Y

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3 Y

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5 Y

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8 Y

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10 Y

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10 Y

ears

5 Y

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8 Y

ears

2858481

39380

4773392

9847

1421493

388000

117134

161312

368714

3834746

360831 -

385911

72776 - - - -

38341 -

- - - - - - - - - -

- - - - - - - - - -

3219312

39380

5159304

82623

1421493

388000

117134

161312

407055

3834746

1092894

36101

3642179

7567

353060

132839

45871

109256

114930 -

497204

849

738661

12871

333672

66061

18450

23462

87806 -

1590098

36950

4380840

20438

686732

198900

64321

132718

202736 -

1629214

2430

778464

62185

734761

189100

52813

28594

204319

3834746

1765587

3279

1131214

2280

1068433

255161

71263

52056

253784

3834746

To

tal

13

97

24

99

85

78

60

-

14

83

03

59

55

34

69

71

77

90

36

-

73

13

73

37

51

66

26

84

37

80

3

Pre

vio

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11

47

45

67

24

97

93

3

-

13

97

24

99

35

85

08

81

94

96

09

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55

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69

78

43

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78

89

47

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2093775

1718136

-

3811911

1813771

397787

2211558

1600353

280004

To

tal

20

93

77

51

71

81

36

03

81

19

11

18

13

77

13

97

78

70

22

11

55

81

60

03

53

28

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Pre

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20

93

77

5

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20

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86

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98

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18

13

77

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47

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2


UTTRAYANUTTRAYAN

TM



NOTE-6PROPERTY, PLANT AND EQUIPMENT (PPE)

Tangible assetsProperty, Plant & Equipments are stated at cost, net of depreciation. The cost of an asset comprises of its purchase price and any cost directly attributable for bringing the asset to its working condition and location for its intended use.

NOTE - 7OTHER NON CURRENT ASSETS Amount in (Rs.)

Amount in (Rs.)

Amount in (Rs.)




As at 31st March,

2018


As at 31st March,

2018

Non Current Investments (Pledged with Banks)

Investment in Fixed Deposits - with maturity above 12 monthsAccrued Interest on Fixed Deposits

11178844818642419

130430867

11656842414329437

130897861

Present total of fixed deposits of the company of Rs.181347672 are pledged with different banks and financial institutions against various Term Loans/ Cash Credit availed from those banks and financial institutions. Accrued Interest on Fixed deposit has been taken into account. TDS amounting to Rs.1322335.75 has been deducted by banks during the current year.

Cash flow statementThe Cash Flow Statement is prepared in accordance with the indirect method prescribed in Accounting Standard 3.

Cash Flow Statement has been given in separate sheet along with the Balance Sheet.

Intangible assetsIntngible assets are stated at cost of acquisition less accumulated amortisation.

Depreciation/AmortizationDepreciation on PPE is provided Written Down Value Method over the useful lives of assets prescribed under Schedule II of the Act. In respect of addition of fixed assets, depreciation is provided at pro-rata basis from the date of acquisition/installation. Computer software expenditure is amortised over a period of 5 years on straight line method.

Details of fixed assets have been given in separate sheet as Annexure 2 to the Note-6 of the Balance Sheet.

NOTE - 8CASH AND BANK BALANCES

Cash and cash equivalentBalances with BankCash in hand (As certified by the management)

Other Bank BalancesFixed deposits - with maturity less than 12 months

1245918503420123

128011973

69559224

69559224

197571197

1361098841949534

138059418

59212163

59212163

197271581

NOTE - 9SHORT-TERM LOANS AND ADVANCES

A. LOAN PORTFOLIO (Micro Credit)

Balance as per last accountAdd: Loans disbursed during the yearAdd: Portfolio Purchased

Less: Loan repaymentsLess: Written off during the yearTotal-AB. OTHER LOANS AND ADVANCESAdvance to OthersT.D.S. ReceivableGSTR TDS RecevableGST Input Tax CreditRecevable from Laxmi Vilash BankCommission on BC loan ReceivableAdvance for Bi-CycleAdvance for Office rentStaff AdvanceTotal-B

Total (A+B)

14745988233187170000

-

4661768823

27200277018057767

1933683355

1813552093669343126310782400000

3005041

850087267594810

7309958

1940993313

7314778492370090000247282192

3348850041

186023378214017436

1474598823

2251442474371

---

5663974

8500638275196985

9207249

1483806072


UTTRAYANUTTRAYAN

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NOTE -10OTHER CURRENT ASSETS Amount in (Rs.)







Security Deposits (Electricity Meter)Deposit With DHFL (Insurance Service Provider)Income Tax Refundable A.Y. 12-13Accrued Interest on Loan to Member

594824705000166490

10972015

15902987

59482205000166490

7098132

7529104

Security deposit has been given to West Bengal State Electricity Board for installation of electricity meter at head office.

The company has a policy to collect interest on fortnightly basis from the members. The company has provided for interest on the outstanding loan portfolio of current loan as on 31.03.2019.

NOTE ON MANAGED PORTFOLIO

Amount in (Rs.)

A. Details of Managed Portfolio through Bank Correspondence (BC) Model and Buy Out Portfolio

Banking Correspondence Loan with Laxmi Vilas BankBanking Correspondence Loan with IDBI

Total Managed Portfolio (A)

25726660307294290

333020950

-

381909899

381909899

Own Portfolio (9A)Managed Portfolio (A)

1933683355333020950

2266704305

1474598823381909899

1856508722

UFSPL has achieved 22.09% growth in the overall portfolio managed by the Company with an increase of 31.13% growth in the own portfolio.


UTTRAYANUTTRAYAN

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Notes Annexed to and Forming Part of The Profit and Loss Statement

NOTE - 11REVENUE FROM OPERATIONS







Interest received from Micro Credit LoansLoan Processing ChargesCommission against Banking Correspondence (BC) LoansInterest from Buy Out Portfolio

4006960163186286035878819

-

468437695

27601346823662930556537091105999

356436106

The Company provides livelihood promotion services mainly to the low-income rural, urban, semi-urban and peri-urban households, comprising of livelihood and other micro financial services to those population segments which are mostly un-reached by the formal banking systems with the principal purpose of promoting sustainable livelihoods.

Revenue Recognition

The Company follows the guidelines applicable to NBFC- MFI, as issued and modified from time to time by the Reserve Bank of India, in respect of income recognition and provisioning requirements for non-performing assets.

All incomes arising from various business segments and micro finance are recognized on accrual basis, unless otherwise stated.Interest on loans are charged and accounted for on diminishing balance method. Allied income and loan processing charges are accounted for as per contracts with the borrowers i.e. at the time of disbursement of loan, entire loan processing charges are booked in the account as and when collected from the borrower since the service delivery is completed before such collection.

However, income on non-performing assets (NPA) is recognized only when it is realized and unrealized interest on Non Performing Assets (NPA) is reversed from the current interest, when an asset becomes NPA.However, inome on Non-performing assets (NPA) is recognised only when it is realised and unrealised interet on Non-performing assets (NPA) is reversed from the current interest, when an asset becomes NPA, in accordance with RBI guidelines.The Company has a policy to collect interest on weekly/fortnightly basis from the members.

Commission against 'Banking Correspondence Loan' is taken into account on accrual basis. Details of Commission income are as follows:

Amount in (Rs.)

Amount in (Rs.)

A. Commission on BC loan Received during the yearFrom Yes bankFrom Laxmi Vilas bankFrom IDBI Bank

Total-AB. Commission on BC loan Receivable (Commission Claimed But not Received)From Laxmi Vilas bankFrom IDBI Bank

Total-B

Total (A+B)

- 159137731270248

32861625

2883172728847

3017164

35878789

13451977-

36537758

49989735

-

5663974

5663974

55653709

NOTE -12OTHER INCOME

Interest on FDReimbursement Received from SIDBIMisc. Income

13235069 -

2147600

15382669

10055010200000371589

10626600

Interest income on deposits with bank is recognised in time proportion basis taking into accounts the amount outstanding and the rate appliable.

Amount in (Rs.)


UTTRAYANUTTRAYAN

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Amount in (Rs.)



Amount in (Rs.)



NOTE - 13EMPLOYEES' BENEFIT EXPENSES

SalaryStaff WelfareOutside State allowanceNorth Bengal AllowanceExgratiaGratuityESI Employer ContributionPF Employer Contribution

5843164629187882435647618082950280

102867222077122625298

71216125

452232331112790957758140425972200435864

19742482052616

52869134

Defined Contribution PlanEmployee benefit expenses are accounted for on accrual basis. Employer’s contribution to ESI and PF related to the current financial year has been considered under Employee Benefit expenses. Provident Fund and ESIC contributions fund are made to a Government administered provident/ESIC fund towards which the company has no further obligation beyond its monthly contributions.

Defined Benefit PlanDefined Benefit Plans such as gratuity is determined based on an actuarial valuation as at the end of the year. Acturial gain and loss on such valuation are recognised immediately in the Statement of Profit & Loss. Amount of gratuity has been deposited to LICI as per valuation received, under 'Group Gratuity Scheme' vide policy Number: NGG/CA/402004939 dated 16th October, 2015.

NOTE - 14FINANCIAL EXPENSES

Interest on LoansLoan Processing Charges Loan processing Charges for part payment of YBLInterest on Part-payment of IDBI BC Instalment/Interest on Part-payment of YBL

23740192116010236

- 1122496

-

254534653

15245803313578999

39802628475

526292

166989825

Interest and other cost incurred in connection with the borrowing of funds are charged to revenue on proportionate basis of time unless otherwise stated. Accordingly Interest on loan has been taken into account on accrual basis.

The Loan processing charges is inclusive of 50% of the GST paid which has not been allowed as input GST tax credit.


UTTRAYANUTTRAYAN

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Amount in (Rs.)

Amount in (Rs.)



NOTE - 15OTHER EXPENSES

Bank ChargesDirectors' RemunerationsStationeryROC Filing Expenses Postage and CouriersRounding offTravelling and ConveyanceOffice RentElectricityMiscellaneous ExpensesTrade License FeesBusiness DevelopmentStatutory Audit FeesInternal Audit FeesInterest on Service Tax/GSTInterest/penalty on Income TaxRating ExpensesTelephone, Mobile & InternetMembers Welfare ExpensesOffice ExpensesProfessional TaxRepairs and MaintenanceTraining and Conference ExpensesInterest on TDSAdvertisementConsultancy and Professional Services ChargesCredit Information ChargesInsurance premiumWebsite & Software Maintenance ExpensesDirector Sitting FeesMembership FeesGST on Loan Disbursement to SHGCharges/penalty for ESI, PF and P tax payment

2564200

14822436

5160551

3,325

362365

65

11301453

8620406

840794

99135

129840

503068

575410

-

- 913108

577700

964423

5000

3281822

2500

1016641

785122

-

276345

902590

534071

214230

921050

288000

234909

-

-

55900559

1584574

9810000

3493961

5400

315862

599

8875221

6487371

678384

183629

20100

1132856

572400

264000

26396

404654

1469320

420553

-

3998666

2500

712511

421786

196

284909

526304

828753

138580

1888226

150859

629601

1915510

45347334

Other Expenses has also been taken into account on accrual basis. Expenditure has been provided wherever necessary.

Note 16: Disclosures under Accounting Standards- AS18Directors' Remunerations

NameAppointment

DateRemuneration Remarks

Kartick Biswas

Apu Dhar

Probindu Kumar Biswas

08.08.2008

25.03.2009

27.09.2016

7500000

6500501

821935

For one year

For one year

For one year

For one year

For seven months, resinged in the month of October,2018.

TOTAL

TOTAL

14822436

Directors Sitting Fees

Bijon Kanti Choudhury

Anindya Sen

27.04.2012

18.06.2014

160000

128000

288000

Details of Related Parties:

(a) Holding Company

(b) Subsidiary & Fellow Subsidiaries

(c) Key Management Personnel (KMP)

Note: Related parties have been identified by the Management.

Names of Related Parties

Nil

Nil(1) Kartick Biswas

(2) Apu Dhar


UTTRAYANUTTRAYAN

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Note 16: Disclosures under Accounting Standards- AS18 (Contd...)Amount in (Rs.)

Amount in (Rs.)

Particulars

Holding Company

Subsidiaries KMP Relatives of KMP

Entities in which KMP / Relatives

of KMP can exercise

TOTAL

Current Year

Directors RemunerationDirectors Sitting Fees

Previous year

Directors Remuneration

Directors Sitting Fees

14822436

288000

9810000

150859

14822436

288000

9810000

150859

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

Note - 17Disclosures under Accounting Standards- AS20





Earnings per shareBasicProfit/(loss) attributable to eq. shareholders

Average number of equity sharesEarning per Share

Particulars

Particulars

58964883

3172750

18.58

51684193

3172750

16.29

Diluted

Basic earnings per equity share is calculated by dividing the net profit or loss for the year attributable to equity shareholders by the weighated average number of equity shares outstanding during the period.

The diluted earnings per share has been computed by dividing the Net Profit After Tax available for Equity Shareholders by the weighted average number of equity shares, after giving dilutive effect of the outstanding Warrants, Stock Options and Convertible bonds for the respective periods. Since, the effect of the conversion of Preference shares was anti-dilutive, it has been ignored.

Earnings per shareProfit/(loss) attributable to eq. shareholders

Add: Interest expense and exchange fluctuation on convertible bonds (net)

Profit/(loss) attributable to eq. shareholders from continuing operations (on dilution)Average number of equity sharesEarning per Share

58964883

-

589648833172750

18.58

51684193

-

516841933172750

16.29


UTTRAYANUTTRAYAN

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Note-18

Annexure forming part of notes on accountA. Auditorial Remuneration





Audit Fees 575410 572400

B. Contingent Liability and Commitments

Particulars


As at 31st March, 2018Particulars

Particulars

i) Contingent Liabilitiesa) Claim against the company not acknowledge as debt

b) Guarantees

c) Other money for which company for which company contingently liable

ii) Commitments

a) Estimated amount of contacts remaining to be executed on capital account and not provided for

b) Uncalled liability on shares and other investments partly paid

c) Other commitments

Nil Nil

Nil Nil

Nil Nil

Nil Nil

Nil Nil

Nil

Nil

Nil

Nil

C. Expenditure on employees drawing remuneration of Rs.200000 or More

Expenditure on employees drawing remuneration of Rs.200000 or More

D. Balance lying as debtors, creditors, loan and advances are subject to confirmation to be received from parties.

E. There are no amounts that needed to be disclosed in accordance with the Micro Small and Medium Enterprise Development Act, 2006 ( the 'MSMED Act') pertaining to micro and small enterprises. For the year ended 31st March 2019 no supplier has intimated the company about its status as micro and small enterprises or its registration with the appropriate authority under MSMED Act.

F. Segment Reporting

The Company operates in a single reportable segment i.e. financing, which has similar risks and returns for the purpose of AS 17 on 'Segment Reporting'. The Company does not have any reportable geographical segment.

G. Lease payments made under cancellable operating lease amounting to Rs.86,20,406.00 disclosed as rent and the same has been recognised as an expense in the statement of profit and loss.

H. Previous year figures have been reclassified/regrouped wherever necessary, to confirm to current year presentation.

I. Details of CSR Expenditure

Year ended 31st March,

2019

Year ended 31st March,

2018

Amount required to be spent on CSR as per Section 135 of the Companies Act,2013

Amount Spent

952688

NIL

NIL

NA


UTTRAYANUTTRAYAN

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NOTE - 19Gratuity Report Under AS -15 for the year ended 31.03.2018 and 31.03.2019


As at 31st March, 2018Table Showing changes in present value of Obligation 1

2

3

4

5

6

7

Present value of obligations as at beginning of year Interest cost Current Service Cost Benefits Paid Actuarial (gain)/ loss on obligations Present value of obligations as at end of year

2285444171408573344

-175607-2225292632060

1439074107931355458

0382981

2285444

Table showing changes in the fair value of plan assets

Fair value of plan assets at beginning of year Expected return on plan assets Contributions Benefits Paid Actuarial gain/(loss) on Plan assets Fair value of plan assets at the end of year

1875456194381

96928-175607

02863514

1352301127347395807

00

1875456

Table showing fair value of plan assets

Fair value of plan assets at beginning of year Actual return on plan assets Contributions Benefits Paid Fair value of plan Assets at the end of the year Funded status Excess of Actual over estimated return on plan assets

1875456194381969284

-1756072863514

2314540

1352301127347395807

01875456-409988

0

Actuarial Gain/Loss recognized

Actuarial (gain)/ loss on obligations Actuarial (gain)/ loss for the year - plan assets Total (gain)/ loss for the year Actuarial (gain)/ loss recognized in the year

2225290

-222529-222529

-3829810

382981382981

The amounts to be recognized in the balance sheet and statements of Profit and Lossand statements of profit and loss Present value of obligations as at the end of year Fair value of plan assets as at the end of the year Funded status * Net asset/(liability) recognized in balance sheet

26320602863514

231454231454

22854441875456-409987-409987

Expenses Recognised in Statement of Profit and loss

Current Service cost Interest Cost Expected return on plan assets Net Actuarial (gain)/ loss recognized in the year Expenses recognised in statement of Profit and loss

573344171408

-194381-222529327842

355458107931

-127347382981719023

Principal Acturial Assumptions

Discount Rate Salary Escalation

7.50%5%

7.50%5%

* Amount of Rs. 2,31,454/- being excess of fair value of plan assets over the present value of obligations as at March 31, 2019 has not been accounted for as an asset because of limit in para 59(b) of Accounting Standard (AS) 15 on Employee Benefits issued by The Institute of Chartered Accountants of India


UTTRAYANUTTRAYAN

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NOTE - 20ASSET & LIABILITY MANAGEMENTMaturity pattern of Certain items of assets and liabilities as on March 31, 2019

1 DAY TO 31 DAYS

April 2019

OVER 1 MONTH

TO 2 MONTHS

May 19

OVER 2 MONTHS

TO 3 MONTHS

OVER 3 MONTHS

TO 4 MONTHS

OVER 4 MONTHS

TO 6 MONTHS

OVER 6 MONTHS

TO 1 YEAR

Oct 19 - March

OVER 1 YEAR TO 3

YEARS

OVER 3 YEARS

TO 5 YEARS

OVER 5 YEARS

TOTAL AMOUNT

100003191

Particulars

Liabilities:

Borrowings from Banks and Others

Market Borrowings

Assets

Advances (Micro Credit)

Investment (FLDG)

106153659

0

145181835

0

120197493

0

156796382

24447492

0

0

159700018

123285253

0

166959110

0

251570505

0

341177312

48894983

502070431

0

754945541

24447492

694998087

0

199697216

46857692

19306398

0

9225941

14289813

50000000

0

0

22410200

1967585015

0

1933683354

181347672

NOTE - 21Capital to risk assets ratio

Particulars As at March 31,2019

Tier I capital

Tier II capital

Total

Total risk weighted assets

Capital ratios:

Tier I capital as a percentage of total risk weight assets (%)

Tier II capital as a percentage of total risk weight assets (%)

Total capital (%)

232103077

104336834

336439911

1964644788

11.81%

5.31%

17.12%

Note -22Company has not reported any fraud during the year vide RBI/DNBS, PD,CC No. 256/03.10.042/ 2011-12 Dated 2nd March, 2012

Note-23Previous years figures have been reclassified /regrouped wherever necessary , to confirm to current year presentation.

This is the summery of significant accounting policies and other explanatory information referred in our report of even dated.









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Schedule to the Balance Sheet of a Non-Banking Financial Company as at 31*' March, 2019 (as required in terms of paragraph 13 of Non-Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank Directions. 2007)

('in Rupee)

Particulars

Liabilities sideAmount

outstandingAmount overdue

Loans and advances availed by the non-banking financial company inclusive of interest accrued thereon but not paid

Debentures: Secured

: Unsecured

(other than falling within the meaning of public deposits*)

(a)

(a)

(a)

(a)

(1)

(2)

(3)

(4)

(5)

(b)

(b)

(b)

(b)

(c)

(c)

(d)

(e)

(f)

(g)

Deferred Credits

Term Loans

Inter-corporate loans and borrowing

Commercial Paper

Public Deposits*

Other Loans (specify nature)

* Please see Note 1 belowBreak-up of (1)(f) above (Outstanding public deposits inclusive of interest accrued thereon but not paid) :

In the form of Unsecured debentures

In the form of partly secured debentures i.e. debentures where there is a shortfall in the value of Security

Other public deposits

* Please see Note 1 below

Assets side

Break-up of Loans and Advances including bills receivables [other thanthose included in (4) belowl:

Secured

Unsecured

Break up of Leased AsseF and stock onhire and other assets counting towards asset financing activities

Lease assets including lease rentals under sundry debtors:

Financial lease

Operating lease

Stock on hire including hire charges under sundry debtors:

(a) Assets on hire

(b) Repossessed Assets

Other loans counting towards asset financing activities:

(a) Loans where assets have been repossessed

(b) Loans other than (a) above

(ii)

(iii)

(i)

Break-up of Investments

Current Investments

Quoted:(i) Shares

(a) Equity

(b) Preference(ii) Debentures and Bonds

1.

Amount outstanding

1933683355

1974326506 Nil


UTTRAYANUTTRAYAN

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(6)

(7)

(8)

1.

2.

1.

2.

1.

2.

2.

(i)

(iii)

(iv)

(v)

(i)

(ii)

(iii)

(iv)

(v)

(i)

(ii)

(iii)

(iv)

(v)

(i)

(ii)

(iii)

(iv)

(v)

(vi)

(a)

(a)

(a)

(b)

(b)

(c)

(c)

Units of mutual funds

Government Securities

Others (please specify)

Unquoted

Shares:

(a) Equity

(b) Preference

Debentures and Bonds




Shares:

(a) Equity

(b) Preference





Shares:

(a) Equity

(b) Preference





Long Term investments

Quoted

Unquoted

Borrower group-wise classification of assets financed as in (3) and (4) above:

Please see Note 2 below

Category Amount net of provisions

Secured Unsecured Total

Related Parties **

Related Parties **

Subsidiaries

Subsidiaries

Companies in the

Companies in the same group

same group

Other related parties

Other related parties

Other than related parties


Total

Total

1914346521 1914346521

Investor group-wise classification of all investments (current and long term) in shares and securities (both quoted and unquoted) : t

Please see note 3 below

Category Market Value / Break up or fair value or NAV

Book Value (Net of Provisions)

** As per Accounting Standard of ICAI (Please see Note 3)

Other information

Particulars Amount

Gross Non-Performing Assets

Related parties


UTTRAYANUTTRAYAN

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1.

2.

3.22

(a)

(b)

(b)

(ii)

(iii)


Net Non-Performing Assets

Related parties


Assets acquired in satisfaction of debt

8892815

NIL

Notes

As defined in point xix of paragraph 3 of Chapter -2 of these Directions.

Provisioning norms shall be applicable as prescribed in these Directions.

All Accounting Standards and Guidance Notes issued by ICAI are applicable including for valuation of investments and other assets as also assets acquired in satisfaction of debt. However, market value in respect of quoted investments and break up / fair value / NAV in respect of unquoted investments shall be disclosed irrespective of whether they are classified.

as long term or current in (5) above.









UTTRAYANUTTRAYAN

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NOTICE

NOTICE IS HEREBY GIVEN THAT THE ANNUAL GENERAL MEETING OF THE MEMBERS OF UTTRAYAN FINANCIAL SERVICES PRIVATE LIMITED WILL BE HELD AT THE REGISTERED OFFICE OF THE COMPANY

RD AT CF-32, SALT LAKE CITY, SECTOR-I, KOLKATA-700 064 ON FRIDAY, 23 OF AUGUST, 2019 AT 11:00 AM TO TRANSACT THE FOLLOWING BUSINESS :

To approve re-classification of the authorised share capital of the Company

To Consider and if thought fit to pass, with or without modification(s) the following Resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Section 13, 61 and other applicable provisions, if any, of the Companies Act, 2013 and the rules made thereunder and provisions of the Articles of Associations, the approval of the Company be and is hereby accorded to reclassify the existing authorized capital by reducing 15,00,000 9% Cumulative Optional Preference Shares of Rs.10/- each and increase the Authorised capital in that proportion into the equity share capital of Rs.10 each and subsequent to re-classification the nominal capital is as follows:

ORDINARY BUSINESS :

To receive, consider and adopt the financial statement of the Company for the financial year ended st st31 March, 2019 including Audited Balance Sheet as on 31 March, 2019 and the Statement of the

Profit & Loss for the year ended on that date and Report of the Board of Directors and Auditors' thereon.

Ratification of appointment of Statutory Auditors:


1.

2.

“RESOLVED THAT pursuant to the provisions of Section 139, 142 and other applicable provisions, if any, of the Companies Act, 2013and the Rules framed thereunder, as amended from time to time, or any amendment thereto or modification thereof, the Company hereby ratifies the appointment of M/s. Ray & Ray Chartered Accountants (Registration No. 301072E) as the Auditors of the Company to hold office from the conclusion of this Annual General Meeting till the conclusion of the Annual General Meeting of the Company to be held on the Financial Year- 2020-2021to examine and audit the accounts of the Company for the Financial Year 2019-2020 at such remuneration mutually agreed between the Board of Directors and the Auditors.”

SPECIAL BUSINESS :

3.

Before reclassification – Authorised Capital

Equity Share Capital

50,00,000 nos. Equity Shares of Rs.10 each =Rs. 5,00,00,000/- (5 Crore)

Rs. 10 Cr.

Preference Share Capital

50,00,000 nos. Preference Shares of Rs.10 each =Rs. 5,00,00,000/- (5 Crore)

After reclassification – Authorised Capital

Equity Share Capital

65,00,000 nos. Equity Shares of Rs.10 each =Rs. 6,50,00,000/- (6.5 Crore)

Rs. 10 Cr.

Preference Share Capital

35,00,000 nos. Preference Shares of Rs.10 each =Rs. 3,50,00,000/- (3.5 Crore)

“RESOLVED FUETHER THAT the existing authorized capital of Rs.10,00,00,000/- be reclassified into equity and preference share capital of Rs.10 each and subsequent to re-classification Clause V of the Memorandum of Association of the Company be substituted by the following:-

V. “The Authorized Share Capital of the Company is Rs.10,00,00,000 (Rupees Ten Crores Only) divided into 65,00,000 (Sixty Five Lacs) Equity Shares of Rs. 10/- (Rupees Ten) each and 35,00,000 (Thirty Five Lacs) 9% Cumulative Optional Preference Shares of Rs. 10/- (Rupees Ten) each.”

“RESOLVED FURTHER THAT Mr. Kartick Biswas, Managing Director and Mr. Apu Dhar, Director of the Company be and is hereby severally and jointly authorized on behalf of the Company to file the necessary E


UTTRAYANUTTRAYAN

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–Form(s) with the Registrar of Companies and to do all such acts, deeds, matters and things as deem necessary or expedient to give effect to the above resolution”.

To approve increase in authorised share capital of the Company


“RESOLVED THAT pursuant to the provisions of Section 13, 61 and other applicable provisions, if any, of the

Companies Act, 2013 and the rules made thereunder and provisions of the Articles of Associations, the

approval of the Company be and is hereby accorded to increase the authorised share capital of the Company

from Rs.10,00,00,000 (Rupees Ten Crores Only) divided into 65,00,000 (Sixty Five Lacs) Equity Shares of Rs.

10/- (Rupees Ten) each and 35,00,000 (Thirty Five Lacs) 9% Cumulative Optional Preference Shares of Rs.

10/- (Rupees Ten) each to Rs.12,00,00,000 (Rupees Twelve Crores Only) divided into 85,00,000 (Sixty Eighty

Five Lacs) Equity Shares of Rs. 10/- (Rupees Ten) each and 35,00,000 (Thirty Five Lacs) 9% Cumulative

Optional Preference Shares by creating additional 20,00,000 (Twenty Lacs) Equity Shares of Rs. 10/- each

and;

4.

5. To approve issue of Bonus Shares to the Equity Shareholders of the Company


“RESOLVED THAT pursuant to the provisions of section 63 and other applicable provisions, if any, of the Companies Act, 2013 read with Rule 14 of the Companies (Share Capital and Debentures) Rules, 2014 (including any statutory modification or re-enactment thereof for the time being in force) as recommended by the Board of Directors, the approval of the Company be and is hereby accorded for issue of Bonus Shares in the ratio of 1:1 to the existing equity shareholders of the Company by capitalizing a sum of Rs. 3,17,27,500 /- (Rupees Three Crores Seventeen Lakhs Twenty Seven Thousand and Five Hundred Only) out of the sum standing to the credit of Share Premium account of the Company, to be allotted and distributed as Fully Paid Bonus Shares to the holders of 31,27,750 equity shares of the Company, whose names appear in the Register of Members maintained by the Company on such date ('record Date') as may be determined by the Board, in the proportion of 1(one) equity share for every 1(one) existing held by the Members.

“RESOLVED FURTHER THAT the Bonus Shares so allotted as above are subject to the Memorandum and Article of Association of the Company and shall rank in all respects pari-passu with the existing equity shares of the Company and shall be entitled to participate in any dividend declared after the allotment.”

“RESOLVEDD FURTHER THAT the said Bonus Shares shall be treated for all purpose as an increase in nominal amount of the Capital of the Company held by each such Member and not as income.”

“RESOLVED FURTHER THAT Mr. Kartick Biswas, Managing Director and Mr. Apu Dhar, Director of the Company be and is hereby severally and jointly authorized on behalf of the Company to file the necessary E –Form(s) with the Registrar of Companies and to do all such acts, deeds, matters and things as deem necessary or expedient to give effect to the above resolution”.

Subsequent to increase Clause V of the Memorandum of Association of the Company be substituted by the following:-”

V. “The Authorized Share Capital of the Company is Rs.12,00,00,000 (Rupees Twelve Crores Only) divided into 85,00,000 (Eighty Five Lacs) Equity Shares of Rs. 10/- (Rupees Ten) each and 35,00,000 (Thirty Five Lacs) 9% Cumulative Optional Preference Shares of Rs. 10/- (Rupees Ten) each.”

“RESOLVED FURTHER THAT Mr. Kartick Biswas, Managing Director and Mr. Apu Dhar, Director of the Company be and is hereby severally and jointly authorized on behalf of the Company to file the necessary E -Form(s) with the Registrar of Companies and to do all such acts, deeds, matters and things as deem necessary or expedient to give effect to the above resolution”.

By Order of the BoardFor UTTRAYAN FINANCIAL SERVICES PRIVATE LIMITED

stDate: 1 August, 2019 Place: Kolkata

Kartick BiswasManaging Director

DIN: 02207249


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A Member entitled to attend and vote at the Annual General Meeting (“AGM”) is entitled to appoint a proxy to attend and vote instead of himself and the proxy need not be a member. The Instrument appointing proxy should, however, be deposited at the Corporate Office of the Company not less than forty-eight hours before commencement of the meeting.

In terms of Rule 19 of the Companies (Management and Administration) Rules, 2014, a person can act as a proxy on behalf of members not exceeding fifty and holding in the aggregate not more than ten percent of the total share capital of the Company carrying voting rights. A member holding more than ten percent of the total share capital of the Company carrying voting rights may appoint a single person as proxy such person shall not act as a proxy for any person or shareholder.

Corporate members intending to send their authorised representative to attend the meeting are requested to send a certified copy of the Board Resolution to the Company, authorising their representative to attend and vote on their behalf at the meeting.

Members/proxies/authorised representatives are requested to bring the duly filled Attendance Slip enclosed herewith to attend the meeting.

In case of joint holders attending the meeting, the member whose name appears as the first holder in the order of names as per the register of the members of the Company will be entitled to vote.

1.

2.

3.

4.

EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013 IN RESPECT

OF THE SPECIAL BUSINESSES

Item No : 3

In light of the proposed issue of Bonus shares to the existing equity shareholders in proportion of 1:1 i.e.( 1 (One) equity shares of nominal value Rs. 10/- each for every 1 (one) equity shares of nominal value of Rs. 10/-), the existing equity nominal capital will be increased to the tune of the 31,72,750 nos. fully paid-up Bonus Shares and thus the authorised capital structure requires to be re-adjusted with the remaining nominal capital out of the total nominal capital of 1,00,00,000 shares divided into 50,00,000 (Fifty Lacs Lacs) Equity Shares of Rs. 10/- (Rupees Ten) each and 50,00,000 (Fifty Lacs) 9% Cumulative Optional Preference Shares of Rs. 10/- (Rupees Ten) each and the allotment for Bonus issue can be made upto 33,27,250 shares out of the existing nominal capital, so it is beneficial for the company to re-classify the 15,00,000 preference shares into Equity share capital making the adequate alteration for Bonus issue of Rs.31,72,7500/- to the Equity Share holders in the manner as described in the resolution. The Board has considered and recommended the re-classification of the authorised share capital to the members to get the benefit of stamp duty waiver for increasing the additional nominal capital and full utilization of ideal authorised capital standing in the preference share capital. There will be consequential alteration in the Capital Clause of the Memorandum of Association of the Company and accordingly the existing Clause V of the Memorandum of Association is proposed to be substituted by a New Clause as set out in the text of the Ordinary Resolution under Item No.3 of the convening Notice.

The Board recommends this resolution as set forth in Item 3 of the accompanying notice for approval of the members of the Company by way of Ordinary Resolution.

None of the other Directors or Key Managerial Personnel of the Company or their relatives are concerned or interested or deemed to be concerned or interested in passing of this resolution, except to the equity shares held by them in the Company.

Item No: 4

The present Authorised Share Capital of the Company is Rs. 10,00,00,000/- (Rupees Ten Crores Crore) divided into 65,00,000 (Sixty five Lacs) equity shares of Rs. 10/- each and 35,00,000 (Thirty five Lacs) 9% cumulative Optional Convertible Preference Shares of Rs. 10/- each (considering after the proposed Bonus Issue as explained in Item No.3). The Board of Directors have considered it necessary and desirable to increase the Authorised Share Capital of the Company from Rs.10,00,00,000/- (Rupees Ten Crores) to Rs.12,00,00,000/- (Rupees Twelve crores) divided into 85,00,000 (Eighty Five Lacs) Equity Shares of Rs. 10/- (Rupees Ten) each and 35,00,000 (Thirty Five Lacs) 9% Cumulative Optional Convertible Preference Shares of Rs. 10/- (Rupees Ten) each so that there will be scope for issue of further Share Capital if and when


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considered necessary. The necessary resolution for increasing the Authorised Share Capital of the Company is proposed. There will be consequential alteration in the Capital Clause of the Memorandum of Association of the Company and accordingly the existing Clause V of the Memorandum of Association is proposed to be substituted by a New Clause as set out in the text of the Ordinary Resolution under Item No.4 of the convening Notice.

Therefore, the Board of Directors recommends the proposed ordinary resolution for your approval.

None of the directors and key managerial personnel and their relatives is in any way concerned or interested in the above referred resolution.

Item No: 5

The Company has registered a decent profit in the Financial Year 2017-18 & 2018-19 with the continuing support of the equity shareholders of the company. Thus the Board recommends to issue bonus share of 31,72,750 nos. equity shares to its existing equity shareholders of the Company in the proportion of 1:1 i.e.(1 (One) equity share of nominal value Rs. 10/- each for every 1( one ) equity share of nominal value of Rs. 10/-) credited as fully paid up, in proportion of the equity shares held by them.

Pursuant to the provision of section 63 of the Companies Act 2013, for the said issue of Bonus shares to the equity shareholders, the Board requires the approval of the shareholders at the ensuing Annual General Meeting of the Company to be held on Friday, 23rd August, 2019. The Board did not recommend issue of

rdbonus shares to the 9% cumulative optional preference shareholders of SIDBI in its meeting held on 23 July, 2019.

The Board recommends this resolution as set forth in Item 5 of the accompanying notice for approval of the members of the Company by way of Ordinary Resolution.

None of the other Directors or Key Managerial Personnel of the Company or their relatives are concerned or interested or deemed to be concerned or interested in passing of this resolution, except to the equity shares held by them in the Company.

By Order of the Board

For UTTRAYAN FINANCIAL SERVICES PRIVATE LIMITED

stDate: 1 August, 2019 Place: Kolkata Kartick Biswas

Managing DirectorDIN: 02207249

UTTRAYAN

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UTTRAYANUTTRAYAN

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Cash Credit Limit

Term Loan

Term Loan

Maanaveeya Development& Finance Private Limited (Indian Subsidy of –Oiko Credit)

Term Loan Term Loan Term Loan

Term Loan

Term Loan Term Loan Term Loan Term Loan & Preference Shares Term Loan

Term Loan Term Loan Term Loan Term Loan

FINANCE FOR INCLUSIV GROTH PRIVAT LIMITED

Term Loan

Lakshmi Vilas Bank

Term Loan

Term Loan Term Loan Term Loan

Term Loan Term Loan Term Loan Term Loan

Reliance Commercial Finance

Funding Partners

UTTRAYAN

Associations, Partnership & Strategic Alliances

UTTRAYAN

Registered & Corporate Office :

CF-32, Sector-1, Salt Lake City, Bidhan Nagar, Kolkata- 700 064, West Bengal,

UTTRAYAN

: www.uttrayan-mfi.com : 7044048874 : [email protected]

Funding Partners

UTTRAYAN

CIN : U67120WB1995PTC071237