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Annual Report - PAISALO - 2020 PDF
Annual Report - PAISALO - 2020 PDF
Sub.: Submission of copy of Twenty Eight Annual Report of the Company, pursuant to the
SEBI (lODR) Regulations, 2015
Dear Sir,
Pursuant to applicable provisions of the Securities and Exchange Soard of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015, we do here by is submitting 28th Annual Report of
the Company.
Thanking You,
Yours Faithfully,
~
v
(Manendra Singh)
Company Secretary
Registered Office: CSC, Pocket 52, Near Police Station, CR Park, New Delhi - 110019. Phone: + 9111 4351 8888. Email: [email protected]
Head Office: Block 54, First Floor, Sanjay Place, Agra - 282 002. Phone: +91 562402 8888. Email: [email protected]
Mumbal Office: 262, Solitaire Corporate Park, Andheri East, Mumbai 400093. Phone: +91 224228 8888. Email: [email protected]
CIN: L65921DL1992PLC120483 3{~: 'R"'IIJt'fll ~:
www.paisalo.in
SMS Loan to 57575007 I Give a Missed Call to 85 85 85 5757 I Hotline 85 85 85 4848
apna kal
badlo
Mission and Vision................... 8
Paisalo at a Glance................. 10
Success Stories................. 18
ESG Highlights..................21
sweet.
Key Management Team................. 28
Details of Committees................. 30
Business Segment................. 38
Board’s Report..................55
Certificate of Non-Disqualification
of Directors................109
Managing Director
& Chief Financial Officer Certification................110
As we prepare this year’s annual letter to shareholders, the entire world is fighting one
of the greatest health threats faced by the generation, one that exceedingly impacts
the Indian economy and all of its citizens. PAISALO’s thoughts and prayers remains
with the frontline workers, communities and individuals and medical workers, most
deeply hit by the COVID-19 global crisis.
Throughout our history, PAISALO has built its reputation of being there for borrowers
and businesses in the most critical times. This unparallel crisis is no different; PAISALO’s
actions during this crisis are essential in keeping the Indian economy going and will
be remembered for years to come.
I usually cover a review of PAISALO’s performance in this letter, and under the management
discussion and analysis section we cover the broader macro issues facing our Company
and the critical public policy issues affecting our country, the same shall be available in
sections ahead but right now, as we and the country deal with the escalating effects of
this pandemic, I want the focus of this annual letter to be on what we as an NBFC can
do to remain strong, valiant and well-positioned to support our colleagues, clients and
communities.
Looking back on the last almost three decades — starting from a small office in 1992
— PAISALO has faced, survived and grown despite some unprecedented, unique
and unknown challenges, as we will with this current pandemic, but despite all that
Our lending the Company has faced, it did not stop us from accomplishing some extraordinary
business grew and amazing things. I am thankful and proud of our 1,590 employees and business
while PAISALO associates around the country. I also want to thank Mr. Harish Sigh, Director Operations,
Mr. Anurag Sinha, COO; our Board of Directors and all our Key Management People for
continued to
the leadership they have shown under these difficult circumstances faced by each and
make increasing every citizen of our country.
investments
We entered this crisis in a position of strength, with continuous growing Revenue and
in people and
Profit After Tax (PAT). We earned INR 540 million in PAT on revenue of INR 3,374 million
technology. In reflecting strong intrinsic performance in our business. We have delivered consistent
total, we extended positive results since inception and we are confident that we will continue to do so
credit of INR 14,975 in the future, though our earnings may be down in 2020. Our lending business grew
while PAISALO continued to make increasing investments in people and technology.
Million In total, we extended credit of INR 14,975 million for businesses, individuals and
women borrowers all while maintaining credit discipline, ethics and governance. The
performance of our business and our balance sheet can be found in the reports ahead
following this letter.
PAISALO was listed on Delhi. Kanpur and Ahmedabad Stock Exchange in 1996,The
stock is owned by DIIs, FIIs, Institutional Funds and directly by individual investors,
the stock as a fact still has some original shareholders, holding the stock since 1996.
Our management team goes to work every day recognizing and understanding
Message from
the responsibility that we have in order to perform better and better for our
shareholders. While we don’t run PAISALO worrying about the stock price in
the short run, in the long run our stock price is a barometer of progress that we
the Managing
have made over the years. This progress signifies our investment in building our
capabilities, our people and our technology. These investments drive the potential,
promise and possibilities to our Company and position it to continuously grow
and provide returns for decades to come. Over the last 10 years ending, our stock
Director
has significant return of 59.07 per cent CAGR, but it dropped in the last couple
months of FY 2019-2020. While that’s still better than many others, it showcases
the volatility of returns.
2. Employee care of our 129 branches, 1,590 employees and business associates have continued to take
appointments and proactively reach out to customers – helping them – often letting
3. Our efforts to lift up our borrowers
customers stay home by providing Door Step Sourcing and Servicing all the while
4. Consistent transparency towards shareholders maintaining Safe Distance and taking all necessary Non-Pharmaceutical Intervention. In
5. Safely get back to work addition, a vast majority of our 129 branches, 1,590 employees and business associates
are equipped with all updated technology and are still functioning to provide needed
6. Coming together
credit to our borrowers. We have mobilized quickly and built new tools – digital and
analog – to allow borrowers to request credit.
DEALING WITH THIS CRISIS
Some borrowers have been much more vulnerable, exposed and impacted than others,
I have often spoken about principles like – the need for talented and motivated people;
in particular, micro and small businesses that do not have enough liquidity/ cash
a strong balance sheet that allows us to invest in good times and in bad times; clear,
buffer to withstand sudden, sustained and startling decline of income. PAISALO’s field
comprehensive, curated and consolidated financial, risk and operating that allows us
research and analysis during the last few weeks, revealed that 80-85% of micro and
to make quick, accurate and risk managed decisions; a devotion to our borrowers;
small businesses have significantly less liquidity, explaining why these businesses are
and continuous investment in technology to better prepare and serve our employees
being heavily disrupted and will continue to feel the effects for a while in the medium
and borrowers.
term ahead – even as more liquidity in the form of debt from the recent government
Every Company is a living, breathing organism made up of people, technology, stimulus program reaches them.
knowledge and relationships and is constructed around a vision and mission. Every
To support businesses during this current crisis, we are doing the following:
Company must always and already be a well-governed and well-functioning always
prepared to mobilize the efforts and resources, and survive another day for the benefit • Servicing borrowers with additional credit
of all stakeholders. • Continuing extending credit to micro, small and medium businesses—which we
have been offering judiciously.
We are always We are always there for our employees and borrowers. It is in the toughest of times
that we need to use our capital and liquidity to help borrowers, also simultaneously • Continuing in the ordinary course of business to sustain borrowers and
there for our maintaining credit and economic risks. COVID-19 is one of those times wherein our communities
instinct, historical learning and future outlook is being applied. Below are some of the
employees and Recognizing the extension of new credit, mentioned above, means that we are
things we are doing to help our Company and our borrowers.
exposing ourselves to crores of rupees of additional credit risk, as we help both women
borrowers. It is in Extending help to our borrowers — women borrowers, SME’s, MSME’s. borrowers and business customers through these difficult times. We are in continual
the toughest of The untimely and threating economic repercussions from this crisis demonstrates and contact with our regulator about our actions and efforts.
establishes the critical and crucial need to keep the Indian financial system functioning; We applaud and appreciate the speed with which the Honourable Prime Minister
times that we need we recognize that our NBFC is an important part of the Indian economy. Shri Narendra Modi led Indian Government and the Reserve Bank of India, as well as
to use our capital During this crisis, we have been utilizing and implementing alternative safe, secure and Securities and Exchange Board of India, put together a stimulus package and other
sterile work arrangements. PAISALO now has enabled 1,590 employees and business funding benefits to help individuals and businesses across the country.
and liquidity to help associates to work from home, including operations and call centre. We are constantly Of our 129
borrowers ensuring they continue to operate with proper and innovative technological tools so they EMPLOYEE CARE branches, 1,590
can serve borrowers safely; we have the capacity to support significantly more demand It’s amazing how quickly we have implemented work-from-home and other measures.
if necessary. Over the past few weeks, we have had nearly 5,000 virtual sessions. Our team serves our borrowers; builds, services and innovates on the technology; employees
Therefore, we incorporate plans for fortitude, perseverance and persistence in helps make strategic decisions and implement them and help manage the risks. It and business
is inarguable that having such a team is what ensures our future prosperity. Times
everything we do. And while we had not anticipated the effects of a global pandemic,
like these bolster and support that our employees are an important asset – they are
associates have
all of this preparation has paid off. It is absolutely necessary, critical and essential
that we are always up and running to understand, analize and the better prepared for fundamental to the success of our Company. continued to take
each of our borrowers. PAISALO’s branches before this pandemic, collectively and We have also taken various steps to protect, secure and support our employees and appointments and
commutatively, had over 300,000 customer visits each month; and during the last few their families. For example:
weeks, we have been able to talk to all our borrowers and understand the problems proactively reach
• We continue to pay employees who are at home
they are facing as well as analyse each borrower. We have been also able to individually
• All members of our team are there to support our employees through this
out to customers
work with every borrower facing COVID-19-related hardships across the country.
difficult time
We have been helping our borrowers, who tell us about their financial struggles as a
result of the crisis, and are offering relief measures such as: • All branch employees are being paid even if their branch is temporarily closed.
• Providing a moratorium period for all loans • For those who must go to work on-site, we are strengthening and bolstering
personal and office hygiene. We have modified business operations, changed
• Removing minimum payment requirements.
seating arrangements and closed branches to nonessential visitors.
• Not reporting of payment deferrals such as late payments to credit bureaus
• These are just some of the measures that have been put in place.
economic impact institutions. This scenario produced under the above additional stress environment
test is quite severe, serious and subversive and we hope, unlikely.
It is also important to be aware that in both our sample stress test and in our
extremely adverse additional stress environment, we will be lending – currently
or plan to do so – an additional percentage for our borrowers needs. While,
still continuing to maintaining our resources and liquidity at reasonable levels.
Additionally I would like to point out that, as we get closer to the extremely adverse
additional stress environment, we will limit additional exposures on borrowers.
While we will judiciously help our customers, we must take action, steps and
introduce processes to protect ourselves from ongoing and future credit risk and
other risks.
We applaud and support the recent actions the Honourable Prime Minister led
government, RBI and SEBI have taken to try to mitigate the economic impact of
COVID-19. The RBI’s actions and continuous work towards reduction on the financial
stress in the system would bolster the Indian economy.
AUM Net Worth Disbursements Capital Adequacy Ratio Credit Rating PAT
INR 21,120 million INR 7,603 million INR 14,975 million 43.06 % “IVR-A” Outlook Positive by INR 540.39 million
Infomerics Valuatio & Rating Pvt. Ltd.
Gross NPA Net NPA No. of Customers Offices + Branches Employees/Business Associates Debt-Equity Ratio
0.44% 0.34% 11,76,162 129 1,590 1.82
17558
Key Parameters in Last Three Years
Disbursement
15068
14975
14892
I N R I N M I L L I O N
1176000
1045000
879000
Last 10 Years
of PAISALO in
S.
Parameters 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020
No.
1 Portfolio 8271.00 8807.30 9590.00 8710.00 9612.10 9969.40 12618.40 14902.88 16977.80 17249.81
2 Revenue from operation 1814.40 2109.80 2190.00 2080.00 1783.80 1933.70 2495.20 2736.70 3177.39 3374.51
3 Profit after tax 608.16 703.20 704.46 562.50 445.15 451.31 512.91 598.49 567.71 540.39
4 Provision for Tax 252.70 304.30 334.50 279.00 221.90 234.70 259.00 543.79 588.31 780.90
5 Cash Accruals 650.80 723.00 729.70 606.40 508.10 505.00 570.30 615.84 614.52 580.52
6 Bad Debts W/o Net 53.80 103.00 202.90 235.00 196.50 142.10 323.50 346.50 488.61 653.18
7 Bad Debts w/o on Loans O/s 0.65 1.17 2.12 2.70 2.04 1.43 2.56 2.33 2.88 3.79
8 Bad Debts recovered 7.40 29.80 37.60 26.80 40.60 83.90 112.50 146.60 367.09 384.05
9 Net Worth 3545.00 3680.30 4334.00 4849.70 5144.10 5051.40 5524.00 6038.60 6558.74 7603.20
10 Total Assets 9674.30 11546.70 12476.90 10601.00 11119.40 12930.50 15337.00 18534.00 19525.00 20684.20
11 Outside Debt 7220.30 6880.00 5896.90 6108.90 4711.50 7750.10 9714.90 12970.00 13496.40 13738.21
12 Bank Borrowings 4293.60 4218.00 3741.20 3866.90 4104.00 5071.80 5975.50 7785.00 7418.60 7983.01
14 Inter-corporate Loans 1625.10 1018.20 625.00 1693.00 454.10 271.80 170.30 141.10 37.78 331.33
15 Other Outside Liabilities 1096.80 1543.40 1530.70 549.00 153.40 148.00 121.60 67.40 444.26 96.81
16 Debt To Equity Ratio 2.04 1.87 1.36 1.26 0.92 1.53 1.76 2.15 2.06 1.81
17 ROE (%) 17.15 19.11 16.25 11.60 8.65 8.93 10.89 9.91 8.66 7.15
18 ROA (%) 6.29 6.09 5.65 5.31 4.00 3.49 3.79 3.23 2.91 2.61
20 No. of Customers 381000 522000 562000 610000 655000 710000 770000 879000 1045000 1176162
ANNUAL REPORT 2019-20 | 17
Apna
Kal
Badlo
मैं लीलावती पत्नी शिवबचन राजभर निवासी मिढ्ढा बलिया की रहने वाली हू ँ। आज
से एक साल पहले हमारी छोटी सी चाय की दुकान थी। लेकिन इसकी आय से
आवश्यक जरुरत पूरी नहीं हो पातीं थी। साथ मे हम और भी कोई कारोबार करना
चाहते थे जिससे हमारी आय बढे और हम अपने आप को आगे ले जाए लेकिन
आर्थिक कमजोरी के कारण चाह के भी नहीं कर पा रहे थे। तभी पैसालो डिजिटल
लिमिटेड कंपनी के बारे मे सुना और तत्काल कंपनी के कर्मचारी श्री सुशील से
सम्पर्क किया जिनके माध्यम से हम बीस हजार रुपये कम ब्याज पर पैसालो
डिजिटल लिमिटेड से लिया और ऋण राशि से जनरल स्टोर की दुकान की शुरुआत
की जो आज अच्छी स्थित में चल रही है और हमारा आय भी दुगना हो गया। हमारा
पूरा परिवार पैसालो डिजिटल लिमिटेड के बहु त आभारी है जिसके माध्यम से हम
अपनी सोच को पूरा करने मे सफल हो सकी।
में सितारा देवी पत्नी लल्लन चौधरी निवासी काशीराम आवास जिला गाजीपूर की
रहने वाली हु । मेरे पति मजदूरी करते थे जिससे कभी कभार काम न मिलने पे हम
मै जीरा देवी पत्नी शोभनाथ भारती निवासी पिशोर की रहने वाली हू ँ पहले मेरी लोग को बहु त ही आर्थिक परे शानी होती थी तथा उनकी आय से घर चलाना बहु त
दुकान में पैसा की कमी के कारण मेरा दुकान किसी तरह चल रहा था जिससे मेरे ही मुश्किल हो रहा था। इसलिए हम भी कुछ काम कर के अपना आय का स्रोत
परिवार में पैसे की तंगी थी लेकिन जब से मैंने पैसालो कंपनी से जो लोन लिया है बढ़ाना चाहते थे,लेकिन आर्थिक मदद के अभाव में हम कुछ नही कर पाते थे। तभी
उसकेद्वारा दुकान की कमाई से परिवार की आर्थिक विकास हु आ है हमारा पूरा पैसालो डिजिटल लिमिटेड के बारे में सुना और तत्काल कम्पनी के कर्मचारी जय
परिवार पैसालो कंपनी का आभारी है जिसके माध्यम से हम अपनी सोच को पूरा प्रकाश से सम्पर्क किया और उनके माध्यम से हमने एक ग्रुप बनवाकर तत्काल
करने में सफल हो सके हमारी यही प्राथना है कि हम जैसे जरुरत मंद लोगो के बीस हजार रुपये लोन ले कर किराना का समान तथा चाय समोसा भी बनाने लगी
भविष्य को उज्वल बनाने में पैसालो डिजिटल लि हमेशा मदद करे । जिससे मेरी आमदनी लगभग 400 से 500 रुपये प्रति दिन होने लगी हमारा परिवार
आज बहु त ही अच्छी जीवन यापन कर कर रहा है। हम शुक्रगुजार है पैसालो कम्पनी
का जिसके वजह से हम आज उन्नति के रास्ते पे है ,और हम दिल से कामना करते
है कि पैसालो डिजिटल लिमिटेड दिन रात जरूरत मंदो को मदद कर के नई ऊँचाई
को छुए ।
Women Customers
Gender Equality
4,00,810
Customer Serviced
Reduced Inequalities 11,76,162
Board of Directors
Peace, Justice and Strong Institutions 150 years experience
Independent Directors
Good Health and Well being 6
Low attrition rate
1.82%
Paper Consumption
Minimal
Climate Action
Cashless Disbursement
100%
Responsible Consumption Sourcing and Servicing
and Production Digital Process
Cashless Collection
92%
Statutory Auditors
M/s Mukesh Kumar & Co. - Chartered Accountants
Registered Office
CSC Pocket-52, Near Police Station, CR Park, New Delhi-110019
Tel.: +91 11 43518888
E-mail: [email protected]
Website:www.paislo.in
Head Officer
Block 54, Sanjay Place, Agra-282002
Tel.: +91 562 4028888
E-mail: [email protected]
Bankers
Bank of Baroda Bank of India Bank of Maharashtra
Central Bank of India IDBI Bank Limited Punjab National Bank
South Indian Bank Ltd. State Bank of India UCO Bank
Union Bank of India
Registration Number
Corporate Identification Number (CIN): L65921DL1992PLC120483
RBI Registration Number: B-14.02997
Mr. Gauri Shankar Mr. Naresh Kumar Jain is a Fellow member of Institute
Independent Director of Company Secretaries of India
and Law Graduate with rich
Mr. Gauri Shankar holds
experience in the areas of
bachelor degree in
Legal Compliances, Legal
Science and Commerce.
Management, Secretarial
He has over 40 years’ of
Functions, Statutory
experience at various senior
Compliances, Listing and
positions in banking industry.
Corporate Governance.
He was the Chief Executive
He is well-versed with the
Officer and Managing Director of the Punjab
provisions of Companies
National Bank from February, 8, 2015 to August, 13, 2015
Act, SEBI Regulations, FEMA,
and also pursued the position of Executive Director in
NBFC and other statutory laws. He has also been the
the same Bank. Prior to this, he worked in Bank of India
Secretary and Chief Executive Officer of the Institute of
in various positions, which include General Manager of
Company Secretaries of India. He as an Independent
various departments viz, Finance (CFO), National Banking
IT Strategy Committee
Mr. Pradeep Agarwal : Chairman
Mr. Harish Singh : Member
Mr. Sachindra Kumar : Member
Mr. Kailash Singh : Member
1. Registered Office CSC, Pocket 52, Near Police Station, CR Park, New Delhi
3. Mumbai Office 262, Solitaire Corporate Park, Andheri (E), Mumbai, Maharashtra
BIHAR
5. Danapur Sheetal Chaya, Lekha Nagar, DAV Vidhyalaya, Cantt Road, Danapur,
Danapur cum Khagol, Patna (Bihar)
7. Maharajganj K. P. Bhawan, Ward No. 11, Village & Post Pasnauli Sagar, Maharajganj, Pasnauli, Siwan (Bihar)
10. Arrah Rupam Cinema Road, N.S. Mall Shivganj, Arrah, Bhijpur (Bihar)
13. Sarimpur Village & Post Badaki, Sarimpur Bandh, Near Shiv Mandir, Sarimpur, District Buxar (Bihar)
14. Koran Sarai Village & Post Koran Sarai, Koran Sarai Road, Koran Sarai, Buxar, Bihar-802126
DELHI
15. Delhi (Shakarpur) S-547, IInd Floor, Main Road, Shakarpur, Delhi
GUJRAT
16. Ahmedabad 203, IIND Floor, Jitendra Chembers, Near RBI, PF Office, Income Tax, Ashram Road,
Ahmedabad (Gujarat)
HARYANA
17. Indri Shree Bhagwan Parashuram Bhawan, SDM Court, Karnal Road, Indri (Haryana)
19. Karan Vihar Karnal H. No. 9, Ground Floor, GN 21, Karan Vihar, Karnal (Haryana)
20. Pipli, Kurukshetra H. No. 202/5A, Bhagwan Nagar Colony, Near Neeldhari Gurudwara, Pipli, Kurukshetra
(Haryana)
21. Yamuna Nagar Vishav Karma Colony, Jagadri, Yamuna Nagar (Haryana)
23. Sonipat H.No. 520/30, Kakroi Road, Shyam Nagar, Sonipat (Haryana)
30. Khojkipur 1303, Prabhu Prem Puram, Near Kalyanai Ashram Khojkipur, Ambala (Haryana)
31. Ekta Nagar Palwal Ekta Nagar, Near Kuldip MR House, Palwal (Haryana)
32. KVM College, Rohtak H. No. 335, Ladhot Road, Near KVM College, Rohtak (Haryana)
HIMACHAL
MAHARASHTRA
36. Sakinaka Unit No. 207, 2nd Floor, Kaveri Building, Jagannath Mandir Road, Near Holiday Inn Hotel,
Sakinaka, Mumbai (Maharashtra)
37. Goregaon Shop No. G 103, Ground Floor, Shagun Arcade Co-operative Society Ltd., Situated at
General A. K. Vaidya Marg, Malad (E), Mumbai (Maharashtra)
38. Karve Nagar Wajre Road, Survey No. 54, Karve Nagar, Wajre Road, Pune (Maharashtra)
PUNJAB
39. Shivalik Vihar Bhabha, 411, Shivalik Vihar Bhaba, Chandigarh (Punjab)
40. Idgah Road Near Bus Stand, Idgah Road, Raikot, (Punjab)
42. Ropar Guru Pyari Multi Hospital, Sandhuan Road, Chamkaur Sahib, Ropar (Punjab)
RAJSTHAN
44. Jaipur Shree Sheel Mohar Plaza, Plot No. A1, Office No. 102, First Floor, Opp. Udhyog Bhawan
Tilak Mark, C-Scheme, Jaipur (Rajasthan)
45. Jodhpur Gulab Singh Building, 11, Chopasni Road, Near Bombay Motor Circle , Opp. Arora motors,
Jodhpur (Rajasthan)
46. Kota MC Agarwal and Sons, Smriti Raj Bhawan Road, Civil Line, Nayapura, Kota (Rajasthan)
47. Chittorgarh Office 8, 9, 10, First Floor, Rishabh Complex, Behind Bhagwati Hotel, Chittorgarh (Rajasthan)
48. Udaipur 7-8, First Floor, Near Ashoka Bakery, Shakti Nagar Corner, Udaipur (Rajasthan)
49. Rajsamand IIIrd Floor, Jayal Tower, 100FT Road, Kishor Nagar, Rajsamand (Rajasthan)
51. Bharatpur Nagla Barela, Bachamdi, Hall 21-A, Laxmi Nagar, Sadar Gate Road, Bharatpur (Rajasthan)
52. Dausa Shop No. 01, First Tower, Near P G College, Dausa (Rajasthan)
54. Tonk Behind I.P.S. School, Bammor, Puliya, NH-12, Tonk (Rajasthan)
55. Sawai Madhopur Ward No. 16, 25, Raj Vihar Colony, Sawai Madhopur (Rajasthan)
56. Sanchore Sarswat Complex, Mehta Market, Nh-15, Sanchore, Jalore (Rajasthan)
57. Gangapur City Near Baba Ram Laddu Ki Samadhi, College Road, Gangapur City (Rajasthan) Disclaimer: This map is a generalized illustration only for the ease of the reader to understand the locations, and is not intended to be used for reference
purposes. The representation of political boundaries and the names of geographical features/ states do not necessarily reflect the actual position. The
58. Begun Chittorgarh Road, Near Water Works, Begun, Chittorgarh (Rajasthan) Company or any of its directors, officers or employees cannot be held responsible for any misuse or misinterpretation of any information or design thereof.
The Company does not warrant or represent any kind in connection to its accuracy or completeness.
60. Baran Vijay Bhawan, Purani Civil Line, Sundar Ji ki Bagichi, Baran (Rajasthan) 94. Gosainganj Village Maheshkheda, Sisendi, Mohanlalganj, Lucknow (U.P.)
61. Gulabpura House No. 1-E-23, SFS, Housing Board, Gulabpura, Bhilwara (Rajasthan) 95. Farrukhabad 6B/540, Awash Vikash Colony, Badhpur, Farrukhabad (U.P.)
62. Kapran Bundi Ward No. 12, C A D Colony, Kapran, Bundi, (Rajasthan) 96. Balia Premchak urf Umarganj, J.P. Nagar, Balia City, Balia (U.P.)
63. Rajgarh Ward No. 20, Mansarovar Colony, Bus Stand, Rajgarh, District Alwar (Rajasthan) 97. Mawana Kabli Gate, Shakuntala Vihar Colony, Phalawda Road, Near Krishak Inter College, Meerut
(U.P.)
64. Jhotwara 20-A, Saini Marg, Laxmi Nagar, South Niwaru Road, Jhotwara, Jaipur (Rajasthan)
98. Reoti, Balia Vill & Post Reoti, Near Railway Station Tiraha, Bairiya Road, Tehsil Bansdih, District Balia (U.P.)
UTTARAKHAND
99. Ghazipur Sajyabad Road, Near South Cabin of Jakhaniya Railway Station, Ghazipur (U.P.)
65. Roorki H. No. 60A, Nehru Nagar, Roorkee, Haridwar (Uttarakhand)
100. Badibagh Badibagh , Lanka, Gazipur (U.P.)
66. Jhabrera 2395, Nai Mandi, Jhabrera, District Haridwar (Uttarakhand)
101. Sikandarpur Mohalla Milki, Post-Sikandarpur, District Balia (U.P.)
UTTAR PRADESH
102. Sultanpur 1893, Chopra Gali, Punjabi Colony, Khairabad, Sultanpur City, Sultanpur (U.P.)
67. Mathura 201, Krishna Plaza, IInd Floor, Krishna Nagar, Mathura (U.P.)
103. Nazibabad Sales Tax Bhawan, BSNL Office, Dariyapur Road, Nazibabad (U.P.)
68. Aligarh 76, Malviya Pustakalya, G. T. Road, Aligarh (U.P.)
104. Dildar Nagar Dildar Nagar (Raza Nagar), Near Railway Station, District Gazipur (U.P.)
69. Bareilly Near Ram Pyari Inter College, Pani ki Tanki ke Pass, Patel Vihar Colony, Thana Subhash
Nagar, Bareilly (U.P.) 105. Kurja New Tehsil, Vijay Nagar, Behind Tafe Tractor Agency, Khurja, Bulandshahr (U.P.)
70. Sitapur Nepalapur Crossing, Near Ashish Palace, Sitapur (U.P.) 106. Unnao 123/2 Swastik Sadan Model Vihar, Unnao, Shekhpur, Unnao (U.P.)
71. Bhoor Chaurha H. No. 78, Post Balka, Village Jauth Jut, District Bulandshahr (U.P.) 107. Ram Janki Nagar Nakatta No. 2, Yadav Tola, Ram Janki Nagar, Gorakhpur (U.P.)
72. Siyana First & Second Floor, Durga Complex, Purana Chatta, Patti Harnam Singh, Siyana, 108. Sahjanwa Luchui Ward No. 15, Mangal Bazaar, Sahjanwa, Gorakhpur (U.P.)
Bulandshahar (U.P.)
109. Kadipur Narayanpura, Bararipura, Kadipur, Sultanpura (U.P.)
73. Gulaothi Ground Floor, Bijli Ghar ke Samne, Sikandrabad Road, Gulaothi, Bulandshahr (U.P.)
110. Khojanpur Naya Khojanpur, Tehsil & District Faizabad (U.P.)
74. Garhmukteshwar First Floor, House No. 52, Mandi Chawk, Garhmukteshwar, Hapur (U.P.)
111. Fatima Hospital H.No. 38, Imliya, Near Fatima Hospital, District Mau (U.P.)
75. Jhangirabad First Floor, House No. 112, Lodhan Rajputan-3, Budh Wali Paith, Daulatpur Road,
112. Awagarh Village Kataliya, Khatauta, Awagarh, Etah (U.P.)
Jhangirabad, Tehsil Anupshahar, District Bulandshahr (U.P.)
113. Firozabad 3/186, Suhag Nagar, Firozabad (U.P.)
76. Hasanpur Near Sarkari Hospital, Rajput Colony, Hasanpur, Amroha, Hasanpur, District Amroha (U.P.)
114. Charra, Aligarh Sanjay Nagar Colony, Near Vivekanand Inter College, Ward No. 5, Charra, Aligarh (U.P.)
77. Dhanaura 45, Ground Floor, Ward-13, Moh. Mahadev, Dhanaura, Amroha (U.P.)
115. Pipraich 273152, Hata Road, Pipraich, Gorakhpur (U.P.)
78. Pilkhauwa Ram Lila Ground, Pilkhauwa Dehat, Ghaziabad, Pilkhauwa Post Office, District Ghaziabad
(U.P.) 116. Baajna Ram Nagar Colony, Near Karawan River Bridge, Bajaj Agency, Police Chowky, Baajna, Mathura
79. Kharkhoda Ward No. 2, Mohalla Tihai, Kharkhoda, Hapur (U.P.) 117. Chibramau Geetampur Colony, Phase-2, Farrukhabad Crossing, Chibramau, Kannauj (U.P.)
80. Modi Nagar Permanand P 130, DD Park, Jagatpuri, Modinagar (U.P.) 118. Aonla Mohalla Raj Nagar Colony, Aonla, Bareilly (U.P.)
81. Noorpur 67, Ram Nagar, Noorpur, Bijnor (U.P.) 119. Shikohabad Near Lucky Dharmkanta, Etah Road, Shikohabad, Firozabad (U.P.)
82. Dhampur Mohalla Badvan, Dhampur, Bijnor (U.P.) 120. Eka Village & Post Eka, District Firozabad (U.P.)
83. Gyan Vihar Near Chakkar Chauraha Mohalla, Gyan Vihar, Bijnor (U.P.) 121. Dataganj Opposite Roadways, Bataganj, Badaun (U.P.)
84. Sidhauli H. No. 135, Sant Nagar, Sidhauli, Near Noor Shopping Complex, Sitapur (U.P.) 122. Bewar Kaji Tola Bewar Gramin Mainpuri (U.P.)
85. Saharanpur Shanti Nagar, Chutmalpur, District Saharanpur (U.P.) 123. Bilsanda Ram Rice Mill, In front of Block Office, Bisalpur Road, Bilsanda, Pilibhit (U.P.)
86. Behat Shakumbhari Dham Colony, Behat Post, Behat, Saharanpur (U.P.) 124. Garjai Village Gargai, Post Kapurpur, District Mainpuri (U.P.)
87. Hakikat Nagar Punjabi Bagh Colony, Near Mohiyaal, Dharamshala, Hakikat Nagar, Saharanpur (U.P.) 125. Shivpur M.N.S. 16/2, Al Nepali Bag, Shivpur, Varanasi (U.P.)
88. Lakhimpur Mohalla Dulari Vihar, Lahori Nagar, Near Highway Trauma Center, Bahraich Road, Lakhimpur 126. Kasganj Sector 4C, Near Gautam Budh Nagar, Awas Vikas Colony, Kasganj (U.P.)
Kheri (U.P.) 127. Dibai Mohalla Mahadev, Near Kotwali, Dibai, Bulandshahr (U.P.)
89. Nanauta Mohalla Shekhjadaan, Near PNB Bank Nanauta Saharanpur, U.P. 128. Barnahal Village Maharam, Post Barnahal, District Mainpuri (U.P.)
90. Jankipuram B-24, Sector-6, Jankipuram, Lucknow (U.P.) 129. Sirsaganj Seengemai Post, Aryagurukul, Sirsaganj, Firozabad (U.P.)
91. Kahrai H. No. 24-25 (Part), Charul, Enclave, Kahrai, Shamshabad Road, Agra (U.P.)
92. Alambagh H. No. 561/255, Plot B-145, 2nd Floor, Sindhu Nagar (Krishna Nagar), Lucknow (U.P.)
(ii) Ticket Size: The ticket size for such loans ranges from INR 15,000 to INR 2,00,000.
(iii) Tenor & Terms of Repayment: Tenor ranges from 18 months to 24 months. Repayment of loan is on EMI basis.
a. Income Generation Loans (IGL-DIGITAL-E-SIGN) — Paisalo Digital Limited offers small business Income Generation
Loans to support business enterprises and income enhancement activities of the clients like purchasing seeds,
fodder, cattle’s etc. These loans also meet the additional working capital requirements of the client’s businesses.
b. Paisalo-JLG (KYC+ESIGN) — Paisalo Digital Limited offers JLG loans through its intra net based Paisalo App deployed across
its branch network. Joint Liability Group (JLG) is an informal group comprising of 4-10 individuals coming together for
the purpose of availing loan on individual basis or through group mechanism against mutual guarantee. Generally, the
Business
members of a JLG would engage in a similar type of economic activity in the Agriculture and Allied sectors.
c. Co-origination Scheme — With a vision of empowering the AGRI, MSME segment and small businesses, Paisalo Digital
Ltd. signed the first co-origination loan agreement with State Bank of India. Such a co-lending financing model is
in lines with the Reserve Bank of India guidelines which will benefit the micro-borrowers through easy, hassle free
Segment
online loan with minimum turn around time and quick disposal. Introducing a platform for the last mile customer,
the loan ticket is designed at Rs 10,000 to 2 lakh. The purpose is to increase lending to the income generating
priority sectors by capitalizing on Paisalo Digital’s deep distribution network and SBI’s low operating cost. The deal
is designed in such a way that the Company would be contributing 20% of the entire disbursement amount for
the small loans, with SBI’s contribution being 80%. Paisalo digital will be allowed to charge a specific percentage
of loan amount as processing fee upfront from the customer. Rate of interest charged by the bank will be the rate
of interest being charged by banks on priority sector while the Company will be allowed to charge ROI to such an
extent that blended ROI will not increase priority sector criteria defined by RBI. In this way, the Company will still be
able to charge it’s usual lending rate, combined with SBI’s significantly low lending rate, which will help in drastically
reducing the effective lending due to cost averaging to as low as 12.4%. This will not only be helping the Company
to raise funds easily and reduce the cost of funding but also the borrowers as the blended rate of interest charged
to the customer will be lower than the other MFIs in the market. The Company has not only signed co-origination
deals with SBI, but also with Bank of India, Bank of Baroda and Bank of Maharashtra as of now and is in talks with
various other banks for the same.
(ii) Ticket Size: Loan size under this category primarily ranges in between INR 25 lacs to INR 5 crores.
(iii) Tenor & Terms of Repayment: Tenor under this category ranges between 18 to 36 months. Repayment terms are
monthly equated Installment (EMI).
(v) Scheme: MSME’s / SME / BUSINESS LOANS: Paisalo Digital Limited, offers customizable MSME, SME and Commercial
loan based on borrower’s profile. At Pasialo Digital Limited we offer business loans at attractive terms, and our
interest rates are highly competitive.
Economy
The world is facing an unprecedented crisis with the highly contagious Novel Coronavirus (COVID-19) hitting major
economies across the world in rapid succession. As on June 30, 2020, COVID-19 has had 5,82,147 people infected in
India, claiming 17,322 lives.
India imposed a strict lockdown from March 25, 2020 to control the effect of COVID-19 pandemic. High frequency indicators
point to a sharp dip in demand beginning March 2020 across both urban and rural segments. Domestic economic activity
virtually came to a standstill in April 2020; however for several sectors the contraction became less severe from May
2020. Early data arriving for June 2020 indicates some plateauing much below pre COVID-19 levels. Agriculture and allied
activities, however, showed continued resilience on the back of all-time production highs and huge buffer stocks of rice and
wheat. Above normal rains predicted for 2020-21 also boded well for agricultural production. PMI (Manufacturing) has also
consistently improved from 27.4 in April to 30.8 in May and further to 47.2 in June 2020. For the fiscal year as a whole, there is
still heightened uncertainty about
Management
the duration of the pandemic.
As such, the downside risks to
growth remain significant and
full restoration in economic
activity would be contingent
Discussion and
upon the support for robust
health infrastructure, recovery in
demand conditions and fixing of
supply dislocations, in addition
Analysis
to the state of global factors like
trade and financial conditions.
In May 2020, Government, adding
to its past measures and that of
RBI, announced a consolidated
stimulus package of INR 20 lakh
crore. The stimulus package was
pivoted on “Atma Nirbhar Bharat”, wherein Micro, Small and Medium Enterprises (MSMEs) received a huge financial
package in terms of collateral free debt, guarantee for subordinate debt through Funds-of-Funds, and interest subvention
scheme. Besides, the definition of MSME was changed to remove hindrance against their investment and expansion.
India’s real GDP growth rate was 4.2 per cent in 2019-20 as per the provisional estimates released by National Statistical
Office (NSO) compared to 6.1 per cent recorded in the previous year. Nominal GDP for the year was estimated at INR
203.4 lakh crore—lower compared to the budget estimates.
Rating agencies, both global and domestic, are unanimous that the Covid-19 pandemic will be an economic tsunami
for the world economy. Even though India may not slip into a recession, unlike the Eurozone, the US, or Asia-Pacific that
have stronger trade ties with China, it is expected that the impact on India’s GDP growth would be significant.
The Asian Development Bank (ADB) has projected India’ growth to slow down to 4% for the financial year 2020-21. It is
expected that India’s gross domestic product growth will strengthen to 6.2% in FY22, boosted by Government reforms.
RBI has taken a number of measures to ensure sufficient liquidity in the system since the beginning of 2019-20. The
Government rationalized tax rate to 22/25 per cent from 30 per cent subject to the condition that companies will not
avail of any exemption/incentive.
The Company’s performance is highly dependent on the functioning of the different macro-economic parameters as
stated above.
While the moratorium provides some relief on the assets side, it is on the liabilities side that challenges could emerge for
NBFCs with high share of borrowings. That’s because no formal moratorium has been announced so far for borrowings
by the NBFCs and repayments on these will have to be made on time, during a period when collections would be
impacted significantly.
Banks and market borrowings account for over 70 per cent of total outside liabilities of the NBFC sector. With the waning
of market confidence, the share of long-term market debt i.e., non-convertible debentures (NCDs) in total borrowings of
the NBFC sector declined from 49.1 per cent at end-March 2017 to 40.8 per cent at end-December 2019. The consequent
funding gap was met through bank borrowings, which rose from 23.1 per cent of total borrowings to 28.9 per cent over
this period. The declining share of market funding for NBFCs is a concern as it has the potential to accentuate liquidity
risk for NBFCs as well as for the financial system. Smaller / mid-sized and AA or lower rated / unrated NBFCs have been
shunned by both banks and markets, accentuating the liquidity tensions faced by NBFCs which was also reflected in the
lacklustre response to the Targeted Long-Term Repo Operations 2.0.
The RBI move on targeted long-term repo operations (LTROs) should also provide secondary market liquidity to mutual
funds and allow banks to increase their primary market subscriptions, resulting in investment appetite for NBFC debt.
Business Overview
The Company is using technology with high touch hi-tech model, enabled to register good and sustainable growth. The
Company was able to scale up its business operation through its Intranet model of financing from 129 branches in FY
2019-20. The Company has cumulatively served around 1.18 million satisfied borrowers.
While remaining focused on growth, Company consistently maintains high asset quality level and continues to build the
institution on the strong pillars of ethics, values and corporate governance.
During FY 2019-20, Company registered a consistent performance in all key financial parameters including business
growth especially in retail segment, robust asset quality and improved key financial indicators. During FY 2019-20, total
disbursement was INR 14975.75 million Company’s total assets under management stood at INR 19195.70 million as
on March 31, 2020. As on March 31, 2020 Company’s Gross & Net NPA stood at INR 76.14 million and INR 59.41 million
respectively. For FY 19-20 the Net Profit of the Company stood at INR 540.38 million. As of March 31, 2020, the standalone
net-worth of the Company stood at INR 7603.20 million.
Asset Quality
Asset quality is the criteria where PAISALO stands far ahead from its peers as for last several years the Company has
a policy of writing off all its overdue advances as per prudential norms on income recognition asset classification and
pertaining to advances stipulated by RBI. However, recovery efforts in such accounts are continued. Due to this unique
methodology of cleaning the balance sheet, now Company is standing on a hidden asset of INR 1643.07 million.
Movement of NPAs
(Amount In INR Lakhs)
Particulars Current Year Previous Year
(i) Net NPAs to Net Advance (%) 0.34% 0.26%
(ii) Movement of NPAs (Gross)
(a) Opening balance 515.65 390.38
(b) Additions during the year 256.04 259.80
(c) Reductions during the year 10.26 134.53
Shareholders’ Funds
As on March 31, 2020, total fully paid up outstanding shares of the Company stood at 4,22,92,199 equity shares of INR
10/- each with the book value of INR 181.90 per share. Looking at the robust, unique business model of the Company,
certain investors are interested in investing in the Company.
Outlook
Stress on Non-Banking Financial Companies that had mounted in the wake of credit events in 2019, has been exacerbated
by risk aversion and flight to safety among banks, leading to funding constraints and differentiation in market access.
The outlook remains clouded with considerable uncertainty as the pandemic takes its toll. In the interregnum, however,
financial markets have stabilised in response to recent policy measures, and liquidity stress experienced by several
financial intermediaries has eased.
NBFCs will have to evolve their customer acquisition and engagement in post COVID economy, and financial intermediary
must find its niche in order to add value to consumers. The Company with the distribution that is built over the years
and committed workforce is cautiously optimistic in its outlook for the year 2020-21.
NBFCs and Banks are combining their low cost of funds and low cost of operations and thereby co-lending funds to flow
into these sectors to tap the vast potential that they offer. PAISALO is approaching the target customers with financial
lending product solution, which is Available - Aware - Affordable.
Risk Management
Risk Management at your Company includes risk identification, risk assessment, risk measurement and risk mitigation
with its main objective to minimize negative impact on profitability and capital. Your Company is exposed to various risks
that are an inherent part of any financial service business. Your Company is committed towards creating an environment
of increased risk awareness at all levels. Your Company has policies and procedures in place to measure, assess, monitor,
and manage these risks systematically across all its portfolios.
IT Security
Your Company is governed by the IT framework recommended by RBI, and various initiatives have been implemented
in the area of IT and Cyber security to ensure industry standard security framework. The operational processes are in
place to monitor and manage the effectiveness of the security initiatives taken by the Company. Effective monitoring
& controls have also been put as a part of this governance.
1. SOCIAL
REDUCE POVERTY -
Paisalo Provides Income Generation Loans to Both First Time Borrowers and Existing Credit History Holders,
as well as conduct Financial Literacy Programs to help Borrower takes better financial decision of managing
and growing there funds
REDUCE HUNGER -
Paisalo, by helping Borrowers through Financial Literacy Program is able to reduce Hunger in families as
Paisalo Team teaches borrowers about adequate utilisation of funds; Eg: One thing that we teach our
borrowers is - To deploy savings from Business Income towards the Business only and rarely towards
household expenses
REDUCE INEQUALITY
• Empowered and promoted the social and economic inclusion of women and youth
• Financial inclusion for 4,00,810 women from diverse communities by providing them with credit
REGULATORS
Continuously striving to maintain and achieve the highest standards of legal and regulatory compliance and
effective management, aimed at providing maximum value to the shareholders through a robust corporate
governance framework.
PARTNERS
• Maintaining open and fair business dealings with our partner ecosystem.
• Training and sensitising partners on competing fairly and keeping borrower interests at the primary front
at all times.
EMPLOYEES
• Due diligence during on-boarding to ensure a harmonious value system.
• Informing employees on the Group Policies such as Code of Conduct, Insider Trading, Information Security,
Communications among others to build responsible work ethics.
3. FOR ENVIRONMENT
ONGOING INITIATIVES:
RESPONSIBLE CONSUMPTION
• Practice sustainable management and efficient use of natural resources for a cleaner environment.
• 100% Cashless Disbursements
• 92% Cashless Collection
• Minimal Paper Consumption
Your Board of Directors have pleasure in presenting the 28th Annual Report together with the Audited Financial Statements
for the Financial Year ended March 31, 2020.
Financial Highlights
The standalone financial performance of the Company for the Financial Year 2019-20 is summarized below:
(INR in million)
Particulars FY 2019-20 FY 2018-19
Revenue from Operations 3,374.51 3,177.39
Less: Expenditure 2,635.29 2,330.39
Profit Before Tax (PBT) 739.22 847.00
Tax Expenses 198.84 279.29
Net Profit After Tax (PAT) 540.38 567.71
Total Comprehensive Income for the Period 540.38 567.71
Transfer to Statutory Reserves (RBI Reserve Fund) 108.65 112.97
Transfer to General Reserve 390.00 390.00
Provisions of Standard Assets 1.22 2.92
Earnings per Share (EPS) (INR) 12.78 14.00
Net Worth 7,603.20 6,558.74
Assets Under Management (AUM) 19,195.70 19,253.04
Transfer to Reserves
As required under Section 45IC of the Reserve Bank of India Act, 1934, 20% of the profits are required to be transferred
to a Special Reserve Account. The Company has transferred INR 108.65 millions (previous year INR 112.97 million) to
Statutory Reserve and INR 390.00 million has been transferred to General Reserve for financial year 2019-20.
Subsidiary
Nupur Finvest Private Limited, a registered Non-Deposit Taking Non-Banking Finance Company, is the only Subsidiary
Company, of which the Company owned hundred percent shares. Nupur Finvest Private Limited is engaged in finance
activities. At the year ended March 31, 2020, the net worth of the Company stood at INR 532.12 million. During the
reporting period, the subsidiary reported income of INR 373.18 million and PBT and PAT at INR 2.42 million and INR 0.93
million respectively.
Number of Customers Board of Directors, Board Meetings and Key Managerial Personnel
During the year under review, the customer outreach increased by 12.59 % and total customers outreach stood at 11,76,162. The Company’s Board is duly constituted and is in compliance with the requirements of the Companies Act, 2013,
the Listing Regulations and provisions of the Articles of Association of the Company. The Company’s Board has been
Net Worth and Capital to Risk Adjusted Ratio (CRAR) constituted with requisite diversity, wisdom and experience commensurate to the business of your Company.
The net worth of the Company increased to INR 7,603.20 million as on March 31, 2020 from INR 6,558.74 million as on
March 31, 2019. The Capital to Risk Adjusted Ratio (CRAR) stood at 43 % as on March 31, 2020 as against 34% as on Change in Directors or KMP
March 31, 2019, which is much above the requirement as stipulated by RBI. During the year under review, Mr. Anoop Krishna (DIN: 08068261), who retired at the 27th Annual General Meeting, was
re-appointed as an Executive Director of the Company. In the 27th Annual General Meeting of the Company, through
Share Capital Special Resolution passed by the Shareholders of the Company under Section 149(10) of the Companies Act, 2013, Mr.
During the year under review, the Authorized Share Capital of the Company stood at INR 1,250.00 million. The Issued, Naresh Kumar Jain has been reappointed as Independent Director for further term of 5 years commencing from August
Subscribed Share Capital of the Company as on March 31, 2020 was INR 423.05 million consisting of 4,23,04,699 equity 14, 2019, and on March 21, 2020, the Shareholders of the Company by passing Special Resolution under Section 149(10)
shares of INR 10 each. The Fully Paid-up Share Capital of the Company as on March 31, 2020 was INR 422.92 million of the Companies Act, 2013 through Postal Ballot have reappointed Mr. Pradeep Agarwal as Independent Director for
consisting of 4,22,92,199 equity shares of INR 10 each fully paid-up and 12,500 forfeited equity shares of INR 10 each further term of 5 years commencing from March 28, 2020.
(amount originally paid-up @ INR 5 each). During the year under review, on June 27, 2019, the Company has issued On October 15, 2019, the Board has appointed Mr. Raman Aggarwal (DIN: 00116103) as an Additional Independent
17,32,199 equity shares of INR 10 each pursuant to Scheme of Merger between Agarwal Meadows Private Limited Director. During the year under review, due to time constraints and personal reasons Mrs. Bhama Krishnamurthy
(Transferor Company) and Paisalo Digital Limited (Transferee Company) as approved by Hon’ble National Company Law (DIN: 02196839) has resigned as Independent Director from the Board of the Company, effective from March 3, 2020.
Tribunal, Principal Bench at New Delhi vide its Order dated May 17, 2019. The Board places on record its deep sense of appreciation for the guidance and support provided by Mrs. Bhama
Krishnamurthy during her tenure as Independent Director of the Company. On May 18, 2019, CA Atul Kumar Agrawal
Dividend was appointed as Chief Financial Officer of the company and designation of Mr. Harish Singh was changed from
Your Board is pleased to recommend a final dividend of INR 1/- (Rupee One only) per share i.e. 10% on each fully paid Executive Director cum CFO to Executive Director
equity share of INR 10/- (Rupees Ten only) for Financial Year 2019-20. The dividend, if declared, by the Members at the
forthcoming Annual General Meeting (AGM), shall be paid to the eligible Members of the Company. Appointment/Reappointment of Directors or KMP
Reappointment of Mr. Harish Singh retire by rotation:
Unclaimed Dividend and Unclaimed Shares
In terms of Section 152 of Companies Act, 2013, Mr. Harish Singh (DIN: 00039501), is liable to retire by rotation at the
Pursuant to Rule 5(8) of the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) ensuing Annual General Meeting and being eligible for re-appointment, offers himself for re-appointment. The Board of
Rules, 2016, your Company furnished a statement / information through Form IEPF 2 to the Ministry of Corporate Affairs, the Company recommends re-appointment of Mr. Harish Singh as a Director of the Company, liable to retire by rotation.
of the unclaimed dividends amounting to INR 2,59,429.00 as on the date of financial year ended on March 31, 2019.
Since the date of 27th Annual General Meeting of the Company, on the recommendation of Nomination and Remuneration
During the year under review, there was an amount of INR 57,622.00 of unpaid and unclaimed dividend for a period of 7
Committee, the Board of Directors has appointed Mr. Raman Aggarwal (on October 15, 2019) and Mrs. Nisha Jolly (on May
years from the date it was lying in the unpaid dividend, Accordingly, pursuant to the provisions of Section 124(5) of the
30, 2020) as Additional Independent Directors of the Company to hold the office till the date of forthcoming Annual General
Companies Act, 2013, INR 57,622.00 had been transferred in the Investor Education and Protection Fund (IEPF) of the
Meeting. Keeping in the view the good experience, knowledge and expertise of these Additional Directors in finance industry,
Central Government during financial year 2019-20.
the Board believes that their association with the Company will be in the interest of the Company and will benefit the Company
in its endeavours. Accordingly, Board of Directors and Nomination and Remuneration Committee of the Company recommend
Fixed Deposit
the appointment of Mr. Raman Aggarwal and Mrs. Nisha Jolly as Non-Executive Independent Directors in the forthcoming
During the year under review, the Company has not accepted any public deposits and no amount on account of principal Annual General Meeting of the Company.
or interest on public deposits was outstanding as on the date of balance sheet.
Stakeholders Relationship Committee With the spirit of wealth creation for the Stakeholders of the Company, your Directors are committed to give their efforts
The Stakeholder Relationship Committee of the Board consists of Independent Directors namely Mr. Naresh Kumar towards the development of the Company.
Jain, as Chairperson and Mr. Gauri Shankar and Mr. Sunil Srivatav as Members. The composition, terms of reference and Independent Directors also reviewed the performance of the Board as a whole and assessed the quality and timeliness of
details of meetings held during the year are disclosed in the Report on Corporate Governance. the flow of the information between the Company Management and Board. Pursuant to Listing Regulations, performance
evaluation of the Independent Directors was done by the entire Board, excluding the Independent Director being
Nomination and Remuneration Committee evaluated. The performance of Non-Independent Directors, the Board as a whole and that of the Chairman of the Board
The Nomination and Remuneration Committee of the Board of Director consists of three Independent Directors the were also evaluated in a separate meeting of the Independent Directors held during the year.
committee recommends to the Board the suitability of candidates for appointment as Director/Managing Director and
Key Managerial Personnel as well as the remuneration packages payable to them. The composition, terms of reference Compliance with the Code of Conduct of Board of Directors and Senior Management
and details of meetings held during the year are disclosed in the Report on Corporate Governance. The Board of Directors and Senior Management of the Company have complied with the Company’s Code of Conduct
applicable to Board of Directors and Senior Management. In this regard Declaration signed by the Managing Director is
Policy on Directors Appointment and Remuneration annexed and forms part of this Report.
The Company strives to maintain an appropriate combination of Executive, Non-Executive and Independent Directors
subject to a minimum of 3 (three) and maximum of 15 (fifteen) Directors, including at least one-woman Director. Directors’ Responsibility Statement
The Nomination & Remuneration Committee of the Company leads the process for Board appointments in accordance Pursuant to the requirement under Section 134(3)(c), read with Section 134(5) of the Companies Act, 2013 with respect
with the requirements of Companies Act, 2013, Listing Regulations and other applicable rules or guidelines. All the Board to Directors’ Responsibility Statement, the Directors, to the best of their knowledge and belief, hereby confirm that:
appointments are based on meritocracy. Generally, the Managing Director and Whole-time Directors (Executive Directors) a in the preparation of the annual accounts for the Financial Year ended March, 31, 2020, the applicable Accounting
are appointed for a period of five years. Independent Directors of the Company are appointed to hold their office for a Standards have been followed and there are no material departures from the same;
term of up to five consecutive years on the Board of your Company. Based on their eligibility for re-appointment, the b the Directors had selected such accounting policies and applied them consistently and made judgments and
outcome of their performance evaluation and the recommendation by the Nomination and Remuneration Committee, the estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company
Independent Directors may be re-appointed by the Board for another term of five consecutive years, subject to approval at the end of the Financial Year and of the profit and loss of the Company for that period;
of the Shareholders of the Company. The Directors, Key Managerial Personnel and Senior Management Personnel shall
c the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance
retire as per the applicable provisions of the Companies Act, 2013 and the policy of the Company.
with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing
The potential candidates for appointment to the Board are inter-alia evaluated on the basis of personal and professional and detecting fraud and other irregularities;
ethics, standing, integrity, values and character; appreciation of the Company’s vision, mission and values; prominence
d the Directors had prepared the annual accounts on a going concern basis;
in business, institutions or professions; professional skill, knowledge and expertise; financial literacy and other such
competencies and skills as may be considered necessary. e the Directors had laid down internal financial controls to be followed by the Company and that such internal financial
controls are adequate and were operating effectively; and
In addition to the above, the candidature of an Independent Director is also evaluated in terms of the criteria for
determining independence as stipulated under Companies Act, 2013, Listing Regulations, guidelines issued by RBI and f the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that
other applicable regulations or guidelines. In case of re-appointment of Director, the Board shall take into consideration such systems were adequate and operating effectively.
the results of the performance evaluation of the Directors and their engagement level.
The Company has Remuneration Policy for Directors, KMPs and other employees, which is reviewed by the Board of Auditors & Audit Reports
Directors of the Company from time to time; the Policy represents the overarching approach of the Company for the Statutory Auditor and Statutory Audit Report
remuneration of Director, KMPs and other employees. In terms of Section 139 of the Companies Act, 2013, M/s Mukesh Kumar & Co, Chartered Accountants (Firm Reg. no.
002040C), had been appointed as Statutory Auditor of the Company in the 25th Annual General Meeting, held on September
The Company conducts a Board Evaluation process for the Board of Directors as a whole, Board Committees and also
26, 2017, for three consecutive years. Pursuant to the provisions of Section 139 (2) of the Companies Act, 2013 and RBI
for the Directors individually through self-assessment and peer assessment.
Directions, the term of M/s Mukesh Kumar & Co, Chartered Accountants, is being completed on the conclusion of ensuing
Annual General Meeting. Accordingly, as recommended by the Audit Committee, recommendation of Board for appointment
Performance of the Board of Directors, Its Committees and Individual Directors
of M/s D Tayal & Jain, Chartered Accountants, (Firm Registration No. 011181C), as Statutory Auditors of the Company,
Mounting stakeholders’ expectations, challenges faced by the Companies to operate under fluctuating economic conditions for a period of three years commencing from the conclusion of 28th Annual General Meeting until the conclusion of 31st
and increased regulatory requirements have brought the quality of performance of the Board of Directors under greater
ANNEXURE-A We have also examined compliance with the applicable clauses of the following:
i. The Listing Agreements entered into by the Company with National Stock Exchange of India Limited and BSE
We have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to We further report that the Board of Directors of the Company is duly constituted with proper balance of Executive
good corporate practices by M/s Paisalo Digital Limited (hereinafter called ‘the Company’). The Secretarial Audit was Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors
conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts / statutory compliances that took place during the period under review were carried out in compliance with the provisions of the Act.
and expressing our opinion thereon.
Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were
Based on our verification of the Company’s books, papers, minute books, forms and returns filed and other records sent at least seven days in advance and a system exists for seeking and obtaining further information and clarifications
maintained by the Company and also the information provided by the Company, its officers, agents and authorized on the agenda items before the meeting and for meaningful participation at the meeting.
representatives during the conduct of Secretarial Audit, We hereby report that in our opinion, the Company has, during
Decisions were taken according to the majority rule and subject to the requirement of the Act and other applicable laws.
the audit period covering the financial year ended on March 31, 2020 complied with the statutory provisions listed
hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent We have relied on the representation made by the Company and its officers for adequate systems and processes in the
and in the manner reported hereinafter. Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable
laws, rules, regulations and guidelines.
We have examined the books, papers, minute books, forms and returns filed and other records maintained by the
Company for the financial year ended on March 31, 2020 according to the provisions of: We further report that compliance of applicable financial laws including Direct and Indirect Tax Laws by the Company
has not been reviewed in this Secretarial Audit since the same has been subject to review by the Statutory Auditors and
i. The Companies Act, 2013 (the Act) and the rules made thereunder;
other designated professionals of the Company.
ii. The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made thereunder;
We further report that during the audit period Company has taken following made following specific actions having
iii. The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder; major bearing on the Company’s affairs in pursuance to above referred laws, rules, regulations, guidelines, standards:
iv. Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign During the period under review the Company has issued and allotted the securities pursuant to the provisions of the
Direct Investment; Act, which are as follows:
v. The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 1. On June 27, 2019, Issued and allotted 17,32,199 fully paid-up equity shares of Rs. 10/- each to the Shareholders of
(‘SEBI Act’) to the extent applicable to the Company: M/s Agarwal Meadows Private Limited, pursuant to Scheme of Amalgamation/Merger between Agarwal Meadows
Private Limited (‘Transferor Company’) and Paisalo Digital Limited (‘Transferee Company’) as approved by the Hon’ble
a) The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015;
National Company Law Tribunal, Principal Bench at New Delhi vide its order dated May 17, 2019 and pursuant to
b) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011; aforesaid Scheme all the assets and liabilities of the Transferor Company had been transferred and vested in the
Transferee Company.
c) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;
2. The consent of the Shareholders has been obtained at the Twenty Seventh Annual General Meeting of the Company
d) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008;
held on August 10, 2019 for the following:
e) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018;
a. To reappoint Mr. Naresh Kumar Jain (DIN:01281538) as Non-Executive Independent Director of the Company
f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, for further term of 5 years.
1993 regarding the Companies Act and dealing with client; and
b. To fix the borrowing power of the Board of Directors u/s 180(1) (c) of the Act not exceeding to Rs. 3600 Crores.
vi. The Reserve Bank of India Act, 1934, rules/regulations made thereunder as applicable to the Non-Deposit taking
c. To authorize Board of Directors u/s 180(1) (a) of the Act to create charge on the assets of the Company.
Systemically Important Non-Banking Finance Company (NBFC-NDSI) and guidelines/notifications issued by RBI for
Non-Deposit taking Systemically Important Non-Banking Finance Company (NBFC-NDSI). We have also examined d. To issue Non-Convertible Debentures for an amount not exceeding to Rs. 3600 Crores, pursuant to provisions
on test check basis the relevant documents and records maintained by the Company and the Returns filed by the of Section 42 and 71 of the Act.
We further report that during the audit period Company has not taken any following major decision, pursuant to above
To,
referred laws, rules, regulations, guidelines, standards.
The Members,
M/s Nupur Finvest Private Limited
101, CSC, Pocket 52, CR Park,
For Satish Jadon & Associates
Near Police Station, New Delhi-110019
Company Secretaries
Sd/-
We, Satish Jadon & Associates, have conducted the Secretarial Audit of the compliance of applicable statutory provisions Satish Kumar Jadon
and the adherence to good corporate practices by M/s Nupur Finvest Private Limited (hereinafter called ‘the Company’), Membership No. F9512
in terms of provisions of Regulation 16(1)(c) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, CoP No.9810
2015, a Material Subsidiary of M/s Paisalo Digital Limited (CIN:L65921DL1992PLC120483). The Secretarial Audit was UDIN: F009512B000469213
conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts / statutory compliances Date : 17.07.2020
and expressing our opinion thereon.
Based on our verification of the Company’s books, papers, minute books, forms and returns filed and other records This Secretarial Audit Report is to be read with my letter of even date annexed herewith.
maintained by the Company and also the information provided by the Company, its officers, agents and authorized
representatives during the conduct of Secretarial Audit, We hereby report that in our opinion, the Company has, during
the audit period covering the financial year ended on March 31, 2020 complied with the statutory provisions listed
hereunder and also that the Company has proper board-processes and compliance-mechanism in place to the extent
and in the manner reported hereinafter.
We have examined the books, papers, minute books, forms and returns filed and other records maintained by the
Company for the financial year ended on March 31, 2020 according to the provisions of:
The Companies Act, 2013 (the Act) and the rules made thereunder;
The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;
The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015;
The Reserve Bank of India Act, 1934, rules/regulations made thereunder as applicable to the NBFC and guidelines/
notifications issued by RBI for NBFC as applicable to the Company. We have also examined on test check basis the
relevant documents and records maintained by the Company and the Returns filed by the Company with the Reserve
Bank of India (‘RBI’). The Company is generally regular in filing the Returns with the RBI.
We have also examined compliance with the applicable clauses of the Secretarial Standards issued by the Institute of
Company Secretaries of India under the provisions of Companies Act, 2013.
During the period under review the Company has generally complied with the provisions of the Act, Rules, Regulations,
Guidelines, etc. mentioned above.
We further report that compliance of applicable financial laws including Direct and Indirect Tax Laws by the Company
has not been reviewed in this Secretarial Audit since the same has been subject to review by the Statutory Auditors and
other designated professionals of the Company.
We further report that the Board of Directors of the Company is duly constituted with proper balance of Executive
Directors, Non-Executive Directors and Independent Directors.
Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were
sent at least seven days in advance and a system exists for seeking and obtaining further information and clarifications
on the agenda items before the meeting and for meaningful participation at the meeting.
Secretarial Audit Report of even date is to be read alongwith this letter. undertaken and a reference to the always focused to contribute towards sustainable development of the society and environment, and to
web link to the CSR policy and make our planet a better place for future generations. For more information please refer CSR policy at :
Maintenance of Secretarial record is the responsibility of the management of the Company. Our responsibility is to
project or programs
express an opinion on these secretarial records based on our audit. https://paisalo.in/corporate-governance.php
We have followed the audit practices and process as were appropriate to obtain reasonable assurance about the For the financial year 2019-20 the Board of Directors allocated budget of INR 16.13 Million (more than
correctness of the contents of the Secretarial records. The verification was done on test basis to ensure that correct 2% of Company’s Average net profit of last three years) for CSR activities. However, Company could not
facts are reflected in Secretarial record. We believe that the process and practices, we followed provide a reasonable spend the whole budget amount for the desired CSR activities due to difficulty in finding out other suitable
basis for our opinion. implementing agency, as the activities carried out by the existing implementing agencies through which
Company carrying out its CSR activities were not as per recommendation of the Company.
We have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company.
2. The Composition of the CSR Mr. Harish Singh (Chairman)
Where ever required, we have obtained the Management representation about the Compliance of the laws, rules and Committee Mr. Sunil Agarwal (Member)
regulations and happening of events etc. Mr. Pradeep Agarwal (Member)
The Compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility 3. Average net profit of the Company INR 805.98 Million
of management. Our examination was limited to the verification of procedure on test basis. for last three financial year
4. Prescribed CSR Expenditure INR 16.12 Million
The Secretarial Audit report is neither an assurance as to the future viability of the Company not of the efficacy or
effectiveness with which the management has conducted the affairs of the Company. 5. Details of CSR spent during the FY
2019-20
(a) Total amount for the financial year INR 9.79 Million
(b) Amount unspent, if any INR 6.33 Million
For Satish Jadon & Associates (c) Manner in which the amount spent during the financial year detailed below:
Company Secretaries (A) (B) (C) (D) (E) (F) (G) (H)
S. CSR projector Sector in which Projects or Amount outlay Amount Cumulative Amount spent: Directly or
Sd/- No. activity the Project is programs (budget) project spent on the expenditure upto through implementing agency
Satish Kumar Jadon identified covered Local Area or or Programs wise projects or the reporting
Membership No. F9512 Other Specify programs period
CoP No.9810 the State and subheads:
UDIN: F009512B000469213 District where Direct
Date : 17.07.2020 projects or expenditure
Programs was Overheads
undertaken
i For Promoting Health care Khargram INR 2.50 Millions INR 2.50 INR 10.30 Millions Amount spent through
Health Care including Village, Millions implementing agency Indian
preventive Murshidabad Society of Health Care
health care and West Bengal Professionals, a not-for-profit
sanitation organization, registered under
Section 8 of the Companies
Act, 2013
Sd/- Sd/-
(Sunil Agarwal) (Harish Singh)
Managing Director & CEO Chairperson of CSR Committee
DIN : 00006991 DIN : 00039501
Annexure-D • Timely and balanced disclosure of all material information, concerning the Company, to all its stakeholders
• Transparency in Board’s processes and independence in the functioning of Boards
CORPORATE GOVERNANCE REPORT • Fair and equitable treatment of all its stakeholders including employees, customers, shareholders and investors
• Accountability to stakeholders with a view to serve the stakeholders
Corporate Governance is the system of rules, practices and processes by which a Company is directed and controlled. • Ensuring Compliance with applicable rules and regulations.
Corporate Governance essentially involves balancing the interests of a Company’s many stakeholders, such as shareholders,
management, customers, suppliers, financiers, government and the community. Since Corporate Governance also
COMPANY’S PHILOSOPHY OF CORPORATE GOVERNANCE
provides the framework for attaining a Company’s objectives, it encompasses practically every sphere of management,
Corporate Governance at Paisalo Digital Limited strives in development and enhancement of long-term stake holder’s
from action plans and internal controls to performance measurement and corporate disclosure. It is a set of processes,
value. The Board of Directors of the Company understands their duties towards the stakeholders and works in furtherance
customs, policies, rules, regulations and laws by which companies are managed in the best interest of the stakeholders.
of the true spirit of being “Trustees”.
Corporate Governance is related to satisfy the spirit of the law and not just the letter of law.
The Board of Directors of the Company has adopted ‘Code of Conduct of Board of Directors and Senior Management,
Corporate Governance is a process that aims to allocate corporate resources in a manner that maximizes value for all
which includes Code of Conduct for prohibition of Insider Trading’ based on the principles of Good Corporate Governance
stakeholders, shareholders, investors, employees, customers, suppliers, environment and the community at large and
and good management practices being followed besides complying with the needs of the law of land.
holds those at the helms to account by evaluating their decisions on transparency, inclusivity, equity and responsibility.
In addition to above, the Company is also committed to ensure accountability, transparency, and fairness in all its
Corporate Governance can be defined as an approach in which the corporations are managed in an ethical, accountable,
transactions and meets the expectations of all stakeholders and to ensure that various aspects are properly and timely
transparent and fair way, with the blend of both legal and management practices, to imbed the same in the decision
communicated to various stakeholders.
making process of a Company, and to communicate the same accurately and timely, in such a way that both stakeholders,
expectations and legal standards are not only met, but the corporations try to exceed them.
Company’s Existing Governance Practices
OUR GOVERNING PRINCIPLES ON CORPORATE GOVERNANCE Some of the key elements that form the basis of our Corporate Governance framework are as under:
We, at Paisalo Digital Limited, believe that the Corporate Governance is based on creating and sustaining a deep • Code of Conduct for Board Members and Senior Managerial Personnel
relationship of trust and transparency with all stakeholders. We consider our stakeholders as partners in our journey • Fair Practice Code
forward and we are committed to ensure their wellbeing, despite business challenges and economic volatilities. The
• Corporate Social Responsibility Policy
Company has designed policies and committees to strengthen the ability of the Board of Directors to supervise the
Management and to enhance long-term shareholders value. • Code of Conduct for Directors and Senior Management
Our Corporate Governance norms reflect our commitment to compliance to regulatory requirements as there exists a • Code for Independent Directors
fundamental link with the organization of business, corporate responsibility and shareholders’ wealth maximization and • Fraud Detection Policy
realize the significance of sound governance practices to the long term growth of the organization.
• Vigil mechanism-Whistle Blower policy
We have imbibed good corporate practices in our business as we built it for the long haul. It is an optimum combination
• Policy on Related Party Transaction
of policies, process and practices, which governs the affairs of a Company in pursuant of its business goal. Our Corporate
Governance is based on the principles of integrity, fairness, equity, transparency, accountability and commitment to values. • Risk Management Policy
In general, good Corporate Governance practices seek to ensure that: • Nomination and Remuneration Policy
• Board Members act in the best interests of the Organization; • Code of Conduct for Prevention of Insider Trading
• The Company acts in a lawful and ethical manner in its dealings with all stakeholders and their representatives • Policy on Prevention of Money Laundering
• the Board and its committees are structured to act independently from Management, individuals or entities that • Policy for determining material events and information
have control over Management; • Policy on Material Subsidiaries
• appropriate controls and procedures are in place covering Management’s activities in running the day-to-day • Documents Preservation and Archival Policy
operations of the Company;
• Policy for determining Material Subsidiary
• timely and balanced disclosure of all material information, concerning the Company, to all its stakeholders;
• Investment Policy
• maintenance of transparency and accountability; and
• Resource Planning Policy
• compliance with applicable rules and regulations.
• Credit Policy
Underlying principles of Company’s Corporate Governance framework are as follows:
All the above measures ensure that the Organization is governed in an ethical and transparent manner. The Company
• Constituting an effective Board of Directors, in terms of composition, size, varied expertise and commitment so has complied with the requirements of the Corporate Governance as laid down under the provisions of Companies Act,
as to enable them to skilfully discharge their responsibilities and duties, 2013, Listing Regulations and RBI directions as applicable to the Company.
• Ensuring timely flow of information to the Board and its Committees to enable them to discharge their functions
efficiently SOUND BOARD STRUCTURE & DIRECTORS WITH DIVERSE BACKGROUNDS
• Establishment of a sound system of Risk Management and Internal Control Board composition is a broad term that encompasses issues such as who is on the Board and the skills mix of the Board.
It involves both structural and cultural issues, and Board effectiveness depends on obtaining the right mix of skills and
ability to appoint
and evaluate the
Experience at an
strategic human
The Board meets at least once in a quarter to review the quarterly performance and the financial results. The Board
executive level
management
Management
including the
performance
Meetings are scheduled in advance and the notice of each Board Meeting is given in writing to each Director. All the
Managerial
Personnel;
workforce
Executive
planning.
including
of Senior
items on the agenda are accompanied by notes giving comprehensive information on the related subject, and in certain
resource
oversee
matters such as financial/ business plans, financial results, detailed presentations are made. The Board’s role, functions,
responsibility and accountability are clearly defined, and to enable the Board to discharge its responsibilities effectively,
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the members of the Board are briefed of about the overall performance of the Company.
the strategic use
and governance
and information
Knowledge and
of information
management
experience in
During the year under review, Seven (7) Board Meetings were held on May 17, 2019; June 27, 2019; August 10, 2019;
Technology
technology
Company.
within the
October 15, 2019; January 30, 2020 (10:00 A.M.); January 30, 2020 (2:00 P.M.) and February 9, 2020. The details regarding
the composition of the Board of Directors as on March 31, 2020, category of the Directors, their attendance at the Board
Meeting held during the year under review and also at the last Annual General Meeting and the number of Directorship
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and Chairmanships/Membership in Committees held by them in other public companies and their shareholding as on
systems, practices
and improvement.
experience,
Experience
No. of
business
√
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√
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No. (DIN) during
CORE SKILLS/ COMPETENCIES/ EXPERTISE
tenure As As
understanding of,
Communications
range of relevant
2020
communication
communication
Member Chairman
users through a
Experience in,
or a thorough
with industry
(00006991) (Promoter)
2 Mr. Anoop Krishna Executive Director 0 7 5 Yes 0 - -
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√
√
√
√
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(08068261)
strategic financial
and the ability to:
oversee budgets
oversee funding
critically assess
and experience
accountability.
and/or finance
arrangements
Qualifications
performance;
in accounting
(00039501)
contribute to
Performance
statements;
viability and
analyse key
financial
financial
and
frameworks and
and compliance
the application
and regulatory
including legal
range of areas
of corporate
compliance,
Compliance
governance
systems.
Ability to
in a wide
Risk and
(02196839)
7 Mr. Pradeep Non-Executive 0 7 7 Yes 1 1 -
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opportunities for
(06892799)
the parameters
key issues and
Development
the Company
and develop
operate.
Aggarwal^
*Ceased to the Director of the Company w.e.f. March 3, 2020.
^Appointed as a Director of the Company with effect from October 15, 2019;
relevant policies
critically assess
of the strategic
the Company’s
Ability to think
in the context
and priorities.
*Includes Private Limited Company(ies) which is subsidiary of Public Limited Company, Excludes Directorship of Private Limited Companies, Companies
objectives of
strategically;
Strategy and
identify and
registered under Section 8 of Companies Act, 2013,Foreign Companies and Government Bodies; and
strategic
Planning
# Includes only Audit and Stakeholders Relationship Committees in Public Limited Companies have been considered for the Committee positions as per
Regulation 26 of Listing Regulations.
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All the matter requiring Board/Committee are noted vigilantly and are circulated to the Board Members in Agenda Papers
Mr. Anoop Krishna
The agenda and minutes of the Board/Committee meeting are prepared with due care and adherence to applicable
provisions of the law.
The Board also takes note of the minutes of the Committee meetings duly approved by their respective Chairman.
1 Mr. Sunil Agarwal N.A. 2,95,20,000.00 N.A. 2,95,20,000.00 4 Mrs. Bhama Krishnamurthy $ Member 1 1
2 Mr. Anoop Krishna N.A. 39,60,000.00 N.A. 39,60,000.00 $Ceased to be the Member of the Committee w.e.f. May 17, 2019.
The constitution of the Committee and attendance of each member is as under: S. Committee meeting held during the Committee meeting attended during
Name of Member Designation
Committee meeting held during the Committee meeting attended during No. tenure of Member in FY 2019-20 the tenure of Member in FY 2019-20
S. No. Name of Member Designation
tenure of Member in FY 2019-20 the tenure of Member in FY 2019-20 1 Mr. Pradeep Agarwal Chairman 2 1
1 Mr. Gauri Shankar Chairman 4 4
2 Mr. Harish Singh Member 2 2
2 Mr. Pradeep Agarwal Vice Chairman 4 4
3 Mr. Harish Singh Member 4 4 3 Mr. Sachindra Kunar Member 2 2
During the year under review, no Extraordinary General Meeting was held. • Whistle Blower Mechanism has been established for employees to report concerns about unethical behaviour,
actual or suspected fraud, or violation of our code of conduct or ethics policy. It provides for adequate safeguards
Postal Ballot against victimization of employees who avail of the mechanism, and also allows direct access to the Chairman of
the Audit Committee in exceptional cases. We further affirm that no employee has been denied access to the Audit
During the year under review, pursuant to Section 110 of the Companies Act, 2013 read with Rule 22 of the Companies
Committee. The details of Whistle Blower Mechanism are available on the website of the Company.
(Management and Administration) Rules, 2014, approval of Shareholders by Special Resolutions under Section 149 and
152 of the Companies Act, 2013, is sought through Postal Ballot to reappoint Mr. Pradeep Agarwal as a Non-Executive • Disclosure with respect to demat suspense account / unclaimed suspense account – not applicable.
Independent Director of the Company for a further term of five years commencing from March 28, 2020. • During the year under review, the Company has not raised proceeds / funds from public issue, right issue, and
preferential issue of equity shares. However, the Company has issued and allotted securities pursuant to the
Notice of Postal Ballot provisions of Companies Act, 2013 which are as follows:
The Postal Ballot Notice was sent to the Members, whose names appear in the Register of Members / List of Beneficial i. 17,32,199 fully paid-up equity shares of INR 10/- each, issued and allotted on June 27, 2019, pursuant to Scheme
Owners, as received from the National Securities Depository Limited (NSDL) and Central Depository Services (India) of Amalgamation/Merger between M/s Agarwal Meadows Private Limited (Transferor Company) and M/s
Limited (CDSL), as on February 14, 2020. The Postal Ballot Notice was sent to Members in electronic form at the email Paisalo Digital Limited (Transferee Company), as approved by the Hon’ble National Company Law Tribunal,
addresses registered with their Depository Participants (in case of electronic shareholding) / the Company’s Registrar Principal Bench at New Delhi vide its order dated May 17, 20219.
and Share Transfer Agent (in case of physical shareholding). For Members whose email IDs were not registered, physical
ii. On January 30, 2020, six unlisted unsecured 12% Non-Convertible Debentures (NCDs), of INR 1,00,00,000/-
copies of the Postal Ballot Notice was sent by permitted mode along with a postage-prepaid self-addressed envelope.
each fully paid-up issued and allotted on the private placement basis.
iii. On February 13, 2020, one unlisted unsecured 12% Non-Convertible Debentures (NCDs), of INR 1,00,00,000/-
Mode of Voting
each fully paid-up issued and allotted on the private placement basis.
In addition to voting through physical Postal Ballot Form, e-voting facility was also provided by the Company to the
Shareholders to cast their votes on the Resolutions as specified in the Postal Ballot Notice. iv. On February 24, 2020, nine unlisted unsecured 12% Non-Convertible Debentures (NCDs), of INR 1,00,00,000/-
each fully paid-up issued and allotted on the private placement basis.
Voting Period • A certificate from a Company Secretary in practice states that none of the Directors on the Board of the Company
The voting by the Shareholders on the Resolution was commenced on February 21, 2020, at 09.00 A.M (IST) and ended have been debarred or disqualified from being appointed or continuing as Directors of Company by the SEBI/
on at March 21, 2020 at 5.00 P.M (IST) (both days inclusive). Ministry of Corporate Affairs or any such statutory authority is annexed as forming part of this Annual Report.
Memberships in Committees 26 (1) Yes Affirmation with 26(3) Yes (INR in million)
compliance to Code of Conduct from members of Board of 1. Fund Based Facilities (CC) 8225.00 IVRA/Positive Outlook
Directors and Senior Management personnel (IVR Single A with Positive Outlook)
2. Fund Based (Non Convertible Debentures) 1000.00
Disclosure of shareholding by Non- Executive Directors 26(4) Yes
Policy with respect to obligations of Directors and senior 26(2) & 26(5) Yes 3. Proposed Facilities 675.00
management
Other corporate governance requirements 27 Yes Financial Calendar
Website 46 (b) to (i) Yes
Financial Year : The financial year of the Company is from April 01 to March 31 of the following year
Financial Results
Disclosures in relation to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act,
2013: For the 1st quarter : On or before August 14
S. No. Particular Status
For the half year : On or before November 14
1. Number of complaints filed during the financial year Nil
For the 3rd quarter : On or before February 14
2. Number of complaints disposed of during the financial year Nil
3. Number of complaints pending as on end of the financial year Nil For the year end : On or before May 30
The Board of Directors of the Company has recommend a final dividend of INR 1/- (Rupee One only) per share i.e. 10% Since the underlying equity shares represented by DRs have been allotted in full, the outstanding have no impact on
on each fully paid equity share of INR 10/- (Rupees Ten Only) for financial year 2019-20. The dividend, if declared, by the equity of the Company.
the Members at the forthcoming Annual General Meeting (AGM) shall be paid to the eligible Members of the Company.
There are no outstanding warrants issued by the Company.
Unclaimed Dividends
Non Convertible Debentures
The provisions of Sections 124 and 125 on unclaimed dividend and Investor Education and Protection Fund (IEPF) under
Sr. Series Listed/ Tenure Rated/ Secured/ Outstanding
the Act and Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (IEPF No. unlisted Unrated Unsecured Principal amount
Rules) have come into force with effect from September 7, 2016. Month Days
(INR in Crore)
During the year under review, the Company has transferred INR 57,622.00 from unclaimed dividend account for final 1 1609 SEIL NCD Unlisted 60 0 Unrated Unsecured 95.00
dividend declared for FY 2011-12, which was remaining unclaimed for seven years to IEPF.
2 PDL1802 NCD Unlisted 60 0 Unrated Unsecured 28.00
The dividend, if any, for the following years remaining unclaimed and due date for transferring the unclaimed amount
3 PDL1808 NCD Unlisted 72 0 Unrated Unsecured 81.00
to the IEPF:
4 PDL 2020-1 Unlisted 72 0 Unrated Unsecured 6.00
Financial Year Dividend Per Share Date of Declaration Due date for transfer in IEPF
5 PDL 2020-2 Unlisted 72 0 Unrated Unsecured 1.00
2012-13 INR 1 30-09-2013 06-11-2020
6 PDL 2020-3 Unlisted 60 0 Unrated Unsecured 9.00
2013-14 INR 1 30-09-2014 06-11-2021
2014-15 INR 1 30-09-2015 06-11-2022 7 PDL Series -07-2020* Listed 33 5 Rated Secured 50.00
National Stock Exchange of India Limited Jul-19 414.90 366.05 410.00 365.15
Stock Exchange BSE Limited (BSE)
(NSE) Aug-19 418.00 334.35 425.00 302.00
Shareholding Pattern as on March 31, 2020 Details of Promoter/Promoter Group Shareholding as on March 31, 2020
Category of Shareholders Demat Physical Total % of Total Shares Sr No. Name/Address Holding % to the Capital
A. Promoters 1 Mr. Sunil Agarwal 3269940 7.7318
(1) Indian
2 Mrs. Raj Agarwal 2015200 4.7649
a) Individual/ HUF 73,28,640 - 73,28,640 17.33
3 Ms. Suneeti Agarwal 358300 0.8472
b) Central Govt. - - - -
4 Mr. Santanu Agarwal 1685200 3.9847
c) State Govt(s) - - - -
5 Equilibrated Venture Cflow Private Limited 4084212 9.6571
d) Bodies Corp. 44,01,932 - 44,01,932 10.41 (Formerly Known as Bhavya Electronics & Networks Private Limited)
e) Bank/FI - - - - 6 PRI CAF Private Limited 256920 0.6075
f) Any Other - - - - (Formerly Known as Diamond Infradev Private Limited)
Sub-total (A) (1) 1,17,30,572 - 1,17,30,572 27.74 7 Pro Fitcch Private Limited 60800 0.1438
(2) Foreign (Formerly Known as Baba Herbals Private Limited)
a) NRIs –Individual - - - - Total 11730572 27.74
b) Other- Individuals - - - -
c) Bodies Crop. - - - -
Details of Public Shareholder holding more than 1 % shares as on March 31, 2020
d) Banks/FI - - - -
(Other than Promoter/ Directors / Custodian for GDRs)
e) Any Other - - - -
Sub-total (A) (2) S. No. Name of Shareholder No. of Shares % of total shares of
Total Shareholding of Promoter (A) = (A) 1,17,30,572 - 1,17,30,572 27.74 the Company
(1)+(A) (2) 1 Davos International Fund 13,78,413 3.26
B. Public Shareholding 2 Elara India Opportunities Fund Limited 18,46,067 4.37
1. Institutions 3 Zeal Professional Services Private Limited 13,86,000 3.28
a) Mutual Funds - - - - 4 Plutus Terra India Fund 13,37,607 3.16
501-1000 43 2.03 33354 0.08 Shareholder will submit DP process the DRF DP forward DRF and share
sharre certificate(s) along and generate a unique certificate(s) to the Registrar
1001-2000 41 1.94 65681 0.16
with demateralisationresuest dematerialisation request and Share Transfer Agent (RTA)
2001-3000 17 0.80 42623 0.10 form (DRF) to the depository number
participant (DP)
3001-4000 12 0.57 44270 0.10
3 Registered address : CSC POCKET-52, CR Park, Near Police Station, New Delhi, iv Telephone number : 011-43518888
Delhi-110019 v e-mail id : [email protected]
4 Website : www.paisalo.in 2 Principle for BR Policy/policies
5 E-mail id : [email protected] The National Voluntary Guidelines on Social, Environmental and Economic Responsibilities of Business (NVGs) released by
6 Financial Year reported : 2019-20 the Ministry of Corporate Affairs has adopted nine areas of Business Responsibility. These briefly are as under:
7 Sector(s) that the Company is engaged in : Financial Services (NIC Code-64) P1 Businesses should conduct and govern themselves with Ethics, Transparency and Accountability.
(industrial activity code-wise) P2 Businesses should provide goods and services that are safe and contribute to sustainability throughout their life
8 List three key products/services that the : Small Loan, Corporate Loan cycle.
Company manufactures/provides P3 Businesses should promote the wellbeing of all employees.
(as in balance sheet)
P4 Businesses should respect the interests of, and be responsive towards all stakeholders, especially those who are
9 Total number of locations where business disadvantaged, vulnerable and marginalised.
activity is undertaken by the Company
P5 Businesses should respect and promote human rights.
a) Number of International Locations : 0
P6 Business should respect, protect, and make efforts to restore the environment.
(Provide details of major 5)
P7 Businesses, when engaged in influencing public and regulatory policy, should do so in a responsible manner.
b) Number of National Locations : 129 (includes Registered Office, Head Office and Branches)
P8 Businesses should support inclusive growth and equitable development.
10 Markets served by the Company : National
Local/ State/ National/ International P9 Businesses should engage with and provide value to their customers and consumers in a responsible manner.
Customer Value
Business Ethics
policies on specified principles
Human Rights
Responsibility
Stakeholders
Environment
Engagement
Sr.
Wellbeing of
Responsible
3 The Company does not have — — — — — — — — —
Employees
Questions
Advocacy
Inclusive
Product
No financial or manpower resources
Growth
available for the task
4 It is planned to be done within — — — — — — — — —
P1 P2 P3 P4 P5 P6 P7 P8 P9
the next 6 months
1 Do you have policies for: Y Y Y Y Y Y Y Y Y
5 It is planned to be done within — — — — — — — —
2 Has the policy been formulated Y Y Y Y Y Y Y Y Y a
the next 1 year
in consultation with the relevant
6 Any other reason (please — — — — — — — — —
stakeholders?
specify)
3 Does the policy conform to NA Y Y Y N N N Y Y
3 Governance related to BR
any national /international
a) Indicate the frequency with which the Board of : Annually
standards? If yes, specify?
Directors, Committee of the Board or CEO to assess
The spirit and intent of the Company’s Code of Conduct, Fair Practices Code and other Codes/Policies are prepared
the BR performance of the Company. Within 3
in compliance with applicable laws /rules /guidelines. In addition, they reflect the vision and mission of the Company
months, 3-6 months, Annually, More than 1 year
of providing financial services to the economically weaker sections that create a model that delivers high value to
b) Does the Company publish a BR or a Sustainability : No. There is no separate BRR or a Sustainability
our customers.
Report? What is the hyperlink for viewing this Report. It is published annually in the Annual Report. It
4 Is it a board approved policy? If Y Y Y Y N Y N/A Y Y
report? How frequently it is published? can be found at www.paisalo.in
yes, has it been signed by MD /
owner /CEO /appropriate Board
Director? SECTION E: Principle-Wise Performance
5 Does the Company have a Y Y Y Y N Y N/A Y Y Principle 1 Businesses should conduct and govern themselves with Ethics, Transparency and Accountability
specified committee of the
Board/ Director/Official to
1.1 Does the policy relating to ethics, bribery and : Our Policies, Code of Conduct, Fair Practice Code and
oversee the implementation of
corruption cover only the Company? Yes / No. Does Ethics informs our approach to sustainability and how
the policy?
it extend to the Group / Joint Ventures / Suppliers/ we conduct ourselves day-to-day – with each other,
6 Indicate the link for the policy to www.paisalo.in Contractors / NGOs / Others? our customers, our shareholders, our employees, our
be viewed online neighbouring communities and our customers.
7 Has the policy been formally Y Y Y Y N Y N/A Y Y
communicated to all
relevant internal and external The Code applies to all Directors, officers and employees
stakeholders? of the Company and its subsidiaries.
8 Does the Company have an Y Y Y Y N Y N/A Y Y
in-house structure to implement 1.2 How many stakeholder complaints have been received : We have a mechanism for all our stakeholders to
the policy? in the past financial year and what percentage was communicate us of any inappropriate behaviour.
9 Does the Company have a Y Y Y Y Y Y N/A Y Y satisfactorily resolved by the Management? If so, provide Our Whistle-Blower Policy / Vigil Mechanism, has
grievance redressal mechanism details thereof, in about 50 words or so. provisioned for reporting to the management regarding
related to the policy to address unlawful or unethical or improper practice or act or activity
stakeholders’ grievances related or violation of the Company‘s Code of Ethics & Business
to the policy? Conduct. During the reporting period, no Whistle-blowing
10 Has the Company carried out Y Y Y Y Y Y N/A Y Y cases were reported.
independent audit /evaluation of
For customer complaints and redressal status, please
the working of this policy by an
refer note no. 54 of the Standalone Financial Statements.
internal or external agency?
b) If answer to the question at serial number 1 against any principle, is ‘No’, please explain why: For investor complaints and redressal status please
1 The Company has not — — — — — — — — — Principle 2 Businesses should provide goods and services that are safe and contribute to sustainability throughout their life cycle.
understood the Principles 2.1 List up to three of your products or services whose : Financial Service i.e. providing loan to income generation
design has incorporated social or environmental activities and general corporate purposes.
concerns, risks and / or opportunities.
communities surrounding their place of work? If yes, and marginalized stakeholders? If so, provide the details to weaker section of the society to enable them to start
what steps have been taken to improve their capacity thereof, in about 50 words or so. economic activity and generate income for their family.
and capability of local and small vendors? Principle 5 Businesses should respect and promote human rights.
2.5 Does the Company have a mechanism to recycle products : Yes, wherever possible. 5.1 Does the policy of the Company on human rights cover : Company’s policy on code of conduct applies to staff,
and waste? If yes, what is the percentage of recycling of only the Company or extend to the Group / Joint Ventures borrowers, and vendors, as well as on its subsidiary.
products and waste (separately as <5%, 5-10%, >10%)? / Suppliers / Contractors / NGOs / Others?
Also, provide details thereof, in about 50 words or so. 5.2 How many stakeholder complaints have been received : For customer complaints and redressal status, please
Principle 3 Businesses should promote the wellbeing of all employees in the past financial year, and what percentage was refer note no. 54 of the Standalone Financial Statements.
3.1 Please indicate the total number of employees. : Permanent Employees: 1,043 satisfactorily resolved by the Management? For investor complaints and redressal status please refer
3.2 Please indicate the total number of employees hired on : 547 Corporate Governance Report.
a temporary / contractual / casual basis. Principle 6 Business should respect, protect, and make efforts to restore the environment.
3.3 Please indicate the number of permanent women : 16 6.1 Does the policy related to Principle 6 cover only : The Company’s CSR Policy have the provisions for
employees.
the Company, or does it extend to the Group / Joint protection of environment and its cover only the
3.4 Please indicate the number of permanent employees : 1 Ventures / Suppliers / Contractors / NGOs / Others? Company.
with disabilities.
3.5 Do you have an employee association that is recognized : No 6.2 Does the Company have strategies / initiatives to address : No
by the Management? global environmental issues such as climate change,
3.6 What percentage of your permanent employees are : N.A. global warming, etc? Yes / No. If yes, please give the
members of this recognized employee association? hyperlink for the web page, etc.
3.7 Please indicate the number of complaints relating to :
No of 6.3 Does the Company identify and assess potential : No
child labor, forced labor, involuntary labor and sexual No of
complaints environmental risks? Yes / No
harassment in the last financial year, and those that are complaints
pending as
pending, as on the end of the financial year. filed 6.4 Does the Company have any project related to the Clean : Not Applicable
No. Category on end of
during the Development Mechanism? If so, provide details thereof, in
the about 50 words or so. Also, if yes, has any environmental
financial
financial compliance report been filed?
year
year
1 Child labour/ Nil Nil 6.5 Has the Company undertaken any other initiatives on : No.
3 Discriminatory Nil Nil within the permissible limits given by CPCB / SPCB for
6.7 Number of show cause / legal notices received from : We did not have any monetary or non-monetary sanctions
CPCB / SPCB which are pending (i.e., not resolved to imposed on us for non-compliance with environmental
satisfaction) as on the end of the financial year. laws and regulations during Financial Year 2019-20.
Date : 13th August, 2020 For & on behalf of the Board of Directors of
Place : New Delhi Paisalo Digital Ltd.
Sd/- Sd/-
(Sunil Agarwal) (Harish Singh)
Managing Director & CEO Executive Director
DIN : 00006991 DIN : 00039501
The compliance of conditions of Corporate Governance is the responsibility of the Management. Our examination
was limited to the procedures and implementation thereof, adopted by the Company for ensuring the compliance of We have examined the relevant registers, records, forms, returns and disclosures received from the Directors of Paisalo
conditions of Corporate Governance. Digital Limited having CIN L65921DL1992PLC120483 and having registered office at CSC Pocket-52, CR Park, Near Police
Station, New Delhi-110019 (hereinafter referred to as ‘the Company’) as produced before us by the Company for the
It is neither an audit nor an expression of opinion on the financial statements of the Company.
purpose of issuing this Certificate, in accordance with Regulation 34(3) read with Schedule V Para-C Sub clause 10(i) of
In our opinion and to the best of our information and according to the explanations given to us, we certify that the the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
Company has complied with the conditions of Corporate Governance as stipulated in the above-mentioned Regulations.
In our opinion and to the best of our information and according to the verifications (including Directors Identification
We further state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency Number (DIN) status at the portal www.mca.gov.in) as considered necessary and explanations furnished to us by the
or effectiveness with which the management has conducted the affairs of the Company. Company & its officers. We hereby certify that none of the Directors on the Board of the Company as stated below for
the Financial Year ending 31st March, 2020 have been debarred or disqualified from being appointed or continuing as
For Satish Jadon & Associates Directors of companies by the Securities and Exchange Board of India, Ministry of Corporate Affairs, Reserve Bank of
Company Secretaries India or any such other Statutory Authority.
Sd/-
Satish Kumar Jadon
Membership No. F9512
CoP No.9810
UDIN: F009512B000469213
Date : 22.07.2020
Sd/- Sd/-
(Sunil Agarwal) (Atul Kumar Agrawal)
EMPHASIS OF MATTER
Managing Director & CEO CFO We draw attention to note no. 55 of standalone financial statements as regard to the management evaluation of COVID-19
DIN : 00006991 PAN : ADOPA4603N impact on the future performance of the Company.
Our opinion is not modified in respect of the above matter.
MANAGEMENT’S RESPONSIBILITY FOR THE STANDALONE IND AS FINANCIAL STATEMENTS 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
The Company’s Board of Directors is responsible for the matters stated in section 134(5) of the Companies Act, 2013
our audit. We also provide those charged with governance with a statement that we have complied with relevant ethical
(“the Act”) with respect to the preparation of these standalone Financial Statements that give a true and fair view of
requirements regarding independence, and to communicate with them all relationships and other matters that may
the financial position, financial performance, changes in equity and cash flows of the Company in accordance with the
reasonably be thought to bear on our independence, and where applicable, related safeguards.
accounting principles generally accepted in India, including the Indian accounting Standards (Ind AS) specified under
section 133 of the Act. This responsibility also includes maintenance of adequate accounting records in accordance with From the matters communicated with those charged with governance, we determine those matters that were of most
the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe
other irregularities; selection and application of appropriate implementation and maintenance of accounting policies; these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in
making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse
adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
accounting records, relevant to the preparation and presentation of the standalone financial statement that give a true
and fair view and are free from material misstatement, whether due to fraud or error. REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS
In preparing the standalone Financial Statements, management is responsible for assessing the Company’s ability to As required by the Companies (Auditor’s Report) Order, 2016 (“the Order”), issued by the Central Government of India
continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern in terms of sub-section (11) of section 143 of the Companies Act, 2013, we give in the Annexure ‘A’ a statement on the
basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.
realistic alternative but to do so. As required by Section 143(3) of the Act, we report that:
Those Board of Directors are also responsible for overseeing the Company’s financial reporting process. a. We have sought and obtained all the information and explanations which to the best of our knowledge and belief
were necessary for the purposes of our audit.
b. In our opinion, proper books of account as required by law have been kept by the Company so far as it appears
from our examination of those books.
e. In our opinion, the aforesaid standalone Financial Statements comply with the Indian Accounting Standards specified
under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. i. The Company has maintained proper records to show full particulars including quantitative details and situation of
fixed assets.
f. On the basis of the written representations received from the directors as on 31st March 2020 taken on record
by the Board of Directors, none of the directors is disqualified as on 31st March 2020 from being appointed as a As explained to us, the Property, Plant and Equipments have been physically verified by the management at
director in terms of Section 164 (2) of the Act. reasonable interval. According to the information and explanations given to us, no material discrepancies were
noticed on such verification.
g. 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”. According to information and explanations given to us, the title deeds of immovable properties of the Company
are held in the name of the Company.
h. With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies
(Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations ii. The Company is a Non-Banking Finance Company and has not dealt with any goods and the Company does not
given to us: hold any inventory during the period under audit. Accordingly, the reporting requirement under clause (ii) of para
i) The Company does not have any pending litigations (other than in the ordinary course of business) which no 3 of the Order is not applicable.
would impact its financial position. iii. The Company has granted loans, secured or unsecured to companies, firms, limited liability partnership or other
ii) The Company did not have any long-term contracts including derivative contracts for which there were any parties listed in the register maintained under Section 189 of the Companies Act, 2013.
material foreseeable losses. The terms & conditions of grant of such loans are not prejudicial to the interest of the Company.
iii) There has been no delay in transferring amounts, required to be transferred, to the Investor Education and The repayment/receipt of the principal and interest of loan granted is regular and there is no amount which is
Protection Fund by the Company. overdue as at the year end.
iv. According to the information and explanations given to us, the provisions of section 185 and 186 of the Companies
Place : New Delhi For MUKESH KUMAR & CO. Act, 2013 in respect of loans, investments, guarantees and security have been complied with.
Date : 30th June 2020 Chartered Accountants
v. The Company is a Non Banking Financial (Non-Deposit Accepting or Holding Systemically Important ND-SI) Company,
Firm Reg. No. 002040C
hence directives issued by Reserve Bank of India and provisions of section 73 to 76 or any other relevant provisions
of the Companies Act, 2013 and the Rules framed there under are not applicable to the Company.
Sd/-
(CA. MUKESH KUMAR) vi. Maintenance of cost records as required under sub-section (1) of section 148 of the Companies Act, 2013 are not
Partner applicable to the Company.
Membership No. 070471 vii. a) According to the information and explanations given to us, the Company has been regular in depositing with
UDIN: 20070471AAAACL4017 appropriate authorities undisputed statutory dues and there are no undisputed amounts of Income Tax,
Goods & Service Tax, Cess, Employees State Insurance, Customs Duty, Provident Fund and Professional Tax
etc. outstanding as at the last day of financial year concerned for a period of more than six months from the
date they became payable.
b) There are no dues of Income Tax, Goods & Service Tax and Custom Duty on account of any dispute.
viii. Based on the records examined by us and according to the information and explanation given to us, the Company
has not defaulted in the repayment of loans or borrowings to a Financial Institution or Bank or Government or dues
to Debenture holders.
ix. According to the information and explanations given to us, the Company had not raised money by way of initial
public offer or further public offer during the year. During the year, the Company has raised term loan from Bank
and applied to the purpose for which they were raised.
x. Based on the records examined by us and according to the information, explanations given to us, no fraud by the
Company or any fraud on the Company by its officers or employees has been noticed or reported during the year.
xi. Based on the records examined by us and According to the information & explanations given to us, provision of
section 197 read with Schedule V to the Companies Act, 2013 for managerial remuneration paid or provided have
been duly complied with.
xii. In our opinion and according to the information & explanation given to us, the Company is Non Banking Financial
(Non-Deposit Accepting or Holding Systemically Important ND-SI) Company, therefore the clause xii of para no. 3
of the said order is not applicable to the Company.
xiii. Based on the records examined by us and According to the information & explanation given to us, the provisions of
section 177 and 188 of the Companies Act, 2013 regarding transaction with related parties have been complied with
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 judgment, including the assessment of
the risks of material misstatement of the standalone Financial Statements, whether due to fraud or error.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion
on the Company’s internal financial controls system over financial reporting.
OPINION
In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial
reporting and such internal financial controls over financial reporting were operating effectively as at 31st March 2020
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 issued by the Institute of Chartered Accountants of India.
Sd/-
(CA. MUKESH KUMAR)
Partner
Membership No. 070471
UDIN: 20070471AAAACL4017
Notes to the Accounts & Significant Accounting Policies annexed For and on behalf of the Board
Notes referred to above form an integral part of these Financial Statements
Signed in terms of our Report of even date
For MUKESH KUMAR & CO. Sd/- Sd/-
Chartered Accountants (ATUL KUMAR AGRAWAL) (SUNIL AGARWAL)
Firm Reg. No. 002040C Chief Financial Officer Managing Director
PAN : ADOPA4603N DIN : 00006991
Sd/-
(CA. MUKESH KUMAR)
Partner Sd/- Sd/-
Membership No. 070471 (MANENDRA SINGH) (HARISH SINGH)
Place : New Delhi Company Secretary Executive Director
Date : 30th June 2020 Membership No. : F7868 DIN : 00039501
(i) Interest Income 24 33,745.11 31,666.47 (ii) Income tax relating to items that will not be reclassified to profit - -
or loss
(ii) Dividend Income - 107.39
Sub Total (A) - -
(iii) Rental Income - -
(B) (i) Items that will be reclassified to profit or loss - -
(iv) Fees and commission Income - -
(specify items and amounts)
(v) Net gain on fair value changes 25 - -
(ii) Income tax relating to items that will be reclassified to profit or loss - -
(vi) Net gain on derecognition of financial instruments under amortised - -
Sub Total (B) - -
cost category
Other Comprehensive Income (A+B) - -
(vii) Sale of products (including Excise Duty) - -
(viii) Sale of services - -
XIV Total Comprehensive Income for the period (XII+XIII) 5,403.90 5,677.15
(ix) Others - -
(Comprising Profit and other Comprehensive Income for the
Total Revenue from Operations (I) 33,745.11 31,773.86
period)
II Other Income 26 - -
XV Earnings per Equity Share
Total Income (I+II) 33,745.11 31,773.86
(for continuing operations):
Basic (Rs.) 33 12.78 14.00
III Expenses:
Diluted (Rs.) 12.78 14.00
(i) Finance Costs 27 13,357.35 12,311.26
(ii) Fees and commission expense - -
XVI Earnings per Equity Share
(iii) Net loss on fair value changes - - (for discontinued operations):
(iv) Net loss on derecognition of financial instruments under amortised - -
Basic (Rs.) - -
cost category
Diluted (Rs.) - -
(v) Impairment on financial instruments 28 7,489.13 4,925.31
(vi) Cost of materials consumed - -
XVII Earnings per Equity Share
(vii) Purchases of Stock-in-trade - -
(for continuing and discontinued operations):
(viii) Changes in Inventories of finished goods, stock-in- trade and work- - -
Basic (Rs.) 33 12.78 14.00
in- progress
Diluted (Rs.) 12.78 14.00
(ix) Employee Benefits Expenses 29 2,328.25 2,245.38
(xi) Depreciation, amortization and impairment 30 401.29 468.05
(x) Others expenses 31 2,776.83 3,353.86
Notes to the Accounts & Significant Accounting Policies annexed For and on behalf of the Board
Total Expenses (III) 26,352.85 23,303.86
Notes referred to above form an integral part of these Financial Statements
Signed in terms of our Report of even date
IV Profit before exceptional items and tax (II-III) 7,392.26 8,470.01
V Exceptional items - - For MUKESH KUMAR & CO. Sd/- Sd/-
VI Profit before tax (IV-V) 7,392.26 8,470.01 Chartered Accountants (ATUL KUMAR AGRAWAL) (SUNIL AGARWAL)
Firm Reg. No. 002040C Chief Financial Officer Managing Director
PAN : ADOPA4603N DIN : 00006991
VII Tax Expense:
(1) Current Tax 1,939.96 3,093.62
Sd/-
(2) Deferred Tax 48.40 (300.76)
(CA. MUKESH KUMAR)
VIII Profit for the period from continuing operations (VI-VII) 5,403.90 5,677.15 Partner Sd/- Sd/-
IX Profit/(loss) from discontinued operations - - Membership No. 070471 (MANENDRA SINGH) (HARISH SINGH)
X Tax Expense of discontinued operations - - Company Secretary Executive Director
Place : New Delhi Membership No. : F7868 DIN : 00039501
Date : 30th June 2020
different from that prescribed in Schedule II, they are based on technical advice, taking into account the ECL
nature of the asset, the estimated usage of the asset, the operating conditions of the asset, past history ECL Represents financial ECL that results from all
of replacement, anticipated technological changes, manufacturers’ warranties and maintenance support. asset’s life time ECL that possible default events
are expected to arise from over the expected life of an
default events that are instrument.
4.4 PROVISION
possible within 12 months
Provision is recognized when the company has a present obligation as a result of past event and it is
probable that an outflow of resources will be required to settle the obligation, in respect of which a Both 12 months ECL and life time ECL are calculated on individual and collective basis, depending on the nature
reliable estimate can be made. Provisions are not discounted to its present value and are determined of the underlying portfolio of financial instrument.
based on best estimate required to settle the obligation as at the Balance Sheet date. These are reviewed
at each balance sheet date and adjusted to reflect the current best estimates. Determining significant increase in credit risk
It is very judgmental to determine the significant increase in credit rise, which enable entity to move from stage
4.5 CASH FLOW STATEMENT 1 to stage 2. i.e. to move from 12 month expected losses to life time expected losses. Entity need to assess
Cash flows are reported using the indirect method, whereby profit before tax is adjusted for the effect significant increase in credit risk as compared to its initial recognition level by considering significant changes in
of transactions of non-cash nature and any deferrals or accruals of past or future cash receipts or financial position of a borrower, expected or current delay in payment, historical trend of the repeat borrowers
payments and item of income or expenses associated with investing or financing cash flows. Cash flow etc.
from operating, investing and financing activities are segregated. PDL also has a policy to perform an assessment, at the end of each reporting period, of whether a financial
instrument’s credit risk has increased significantly since initial recognition.
5. ACCOUNTING POLICIES
Forward looking information
5.1 CASH & CASH EQUIVALENTS ECL is based on history of financial asset and includes forward-looking statement; however, it is a forecast about
Cash and cash equivalents in the balance sheet comprise cash at bank and in hand and short-term future conditions over the entire expected life of a financial instrument. The Forward-looking information is
investments with an original maturity of three months or less. based on:
• Internal historical credit loss experience, and the period of time over which its historical data has been captured
5.2 FINANCIAL INSTRUMENTS and the corresponding economic conditions represented in the past
The Company recognizes financial assets and financial liabilities when it becomes a party to the
• Effects that were not present in the past or to remove the effects that are not relevant for the future
contractual provisions of the instrument.
• Macroeconomic factors such as interest rates
Company has a business model of ‘Hold to collect’ with sole purpose of collecting principal and interest
from loans, thus as per Ind AS 109- ‘Financial Instruments’ Loans are measured at amortized cost.
The Calculations of ECL
Other financial assets or liabilities maturing within one year from the balance sheet date are measured at
PDL calculates ECL on the basis of probability-weighted average scenarios on the basis of historical data.
the carrying value as the same approximate the fair value due to the short maturity of these instruments,
thus they same. The calculation of ECL has following key elements of PDL’s internal estimates:
Stage 1: At stage one 12 months ECL is recognized which is calculated as the portion of total outstanding Equipments, Plant & Machinery 10 Year
advances, that are overdue till 30 days, that result from a default event on the financial instrument that are Intangible Assets 3 Year
possible within 12 months after the reporting date. PDL calculates the 12 months ECL provision based on the
Depreciation methods, useful lives and residual values are reviewed periodically, including at each financial year
expectation of default occurring in 12 months following the reporting date. These expected 12 month default
end. Company has restated the useful life of Building as per the report of an independent valuer.
probabilities are applied to an EAD and multiplied by the expected LGD.
Advances, if any, paid towards the acquisition of property, plant and equipment outstanding at each Balance
Stage 2: When a loan has shown a significant increase in the credit risk, i.e., where the same is overdue till 90
Sheet date is classified as capital advances under other non-current assets and the cost of assets not ready to use
days, PDL records a provision for life time ECL. PDs and LGDs in this case are estimated over life span of the
financial instrument. before such date are disclosed under ‘Capital work-in-progress’. Subsequent expenditures relating to property,
plant and equipment are capitalized only when it is probable that future economic benefits associated with these
Stage 3: When a loan is considered credit-impaired, i.e., where the same is overdue past 90 days, PDL recognize
will flow to the Company and the cost of the item can be measured reliably. Repairs and maintenance costs are
the lifetime expected credit losses. In this scenario PD is estimated at 100%. For PDL, stage 3 incorporates the
recognized in the Statement of Profit and Loss when incurred. The cost and related accumulated depreciation
loans which are due past 90 days but, in certain cases where the internal assessment of the individual borrowers
are eliminated from the financial statements upon sale or retirement of the asset and the resultant gains or
reflects that the overdue amount can be recovered in the near future then the same is not subjected to 100%
losses are recognized in the Statement of Profit and Loss.
provisioning.
b. present obligations arising from past events where it is not probable that an outflow of resources will be Processing fees received from customer was recognized as income in the year of receipt under India GAAP. But,
required to settle the obligation or a reliable estimate of the amount of the obligation cannot be made. as per Ind AS, the same is now amortized over the period of relevant loan.
STATEMENTS AS AT 31ST MARCH 2020 Included in above (Part I) are derivatives held for hedging and - - - - - -
risk management purposes as follows:
Current a/c with Scheduled Banks (Subject to reconciliation) 2,970.68 792.37 —Equity linked Derivatives - - - - - -
Note : 3 Derivative Financial Instruments (Assets) (` in Lakhs) Total Derivative Financial Instruments - - - - - -
(i)+(ii)+(iii)+(iv)
Current Year Previous Year
Particulars Notional Fair Value Fair Value Notional Fair Value - Fair Value -
amounts Assets Liabilities amounts Assets Liabilities
Note : 4 Receivables (` in Lakhs)
Part I
Sr. No. Particulars Current Year Previous Year
(i) Currency Derivatives
—Spot and Forwards - - - - - - 1 Trade Receivables
—Currency Futures - - - - - - —Overdue Installments : Considered Good - Secured 811.21 703.03
—Currency Swaps - - - - - - —Overdue Installments : Considered Good - Unsecured 254.21 253.04
—Others - - - - - -
—Options purchased - - - - - -
—Futures - - - - - -
—Others - - - - - -
Government securities - - - - - - - - - - - - - -
Debt securities - - - - - - - - - - - - - -
Equity instruments - - - - - - - - - - - - - -
Associates - - - - - - - - - - - - - -
Joint Ventures - - - - - - - - - - - - - -
1
1
Sr. No.
Sr. No.
Total
Total
Particulars
Particulars
Advances to Staff
Security Deposit*
Prepaid Expenses
Income Receivables
411.72
(7,809.01)
8,220.73
Current Year
17,190.21
16,430.67
4.08
50.79
0.11
69.53
21.52
178.50
435.01
Previous Year
145.58
215.94
(5,883.10)
6,099.04
Previous Year
(` in Lakhs)
16,167.43
15,735.86
138.39
-
5.27
32.57
107.39
2.36
(` in Lakhs)
I Tangible Assets
1 Land - - - - - - - - - -
2 Building 539.71 5885.41 - 6425.12 33.23 224.04 - 257.27 6167.86 506.48
3 Furniture & Fittings 135.67 66.83 - 202.50 93.27 16.21 - 109.48 93.02 42.40
4 Computer Peripheral 190.61 11.48 - 202.09 143.83 22.24 - 166.07 36.02 46.78
6 Vehicles 165.62 - - 165.62 74.17 15.37 - 89.54 76.07 91.45
7 Equipments, Plant & Machinery 121.76 45.19 - 166.95 88.64 23.65 - 112.29 54.66 33.12
SUB TOTAL (A) 1153.38 6008.91 - 7162.28 433.14 301.51 - 734.65 6427.63 720.24
II Intangible Assets
1 Computer Software 524.89 4.88 - 529.77 304.43 39.08 - 343.50 186.27 220.46
2 Goodwill - 10.70 - 10.70 - 0.00 - - 10.70 -
SUB TOTAL (B) 524.89 15.58 - 540.47 304.43 39.08 - 343.50 196.97 220.46
III Capital Work-in-progress - - - - - - - - - -
SUB TOTAL (C) - - - - - - - - - -
IV Intangible Assets Under Development - - - - - - - - - -
SUB TOTAL (D) - - - - - - - - - -
Total [A+B+C+D] (Current Year) 1678.26 6024.49 - 7702.76 737.57 340.59 - 1078.16 6624.60 940.70
Total (Previous Year) 1321.26 357.00 - 1678.26 655.49 82.08 - 737.57 940.70 665.78
ANNUAL REPORT 2019-20 | 135
Note : 10 Other Non Financial Assets (` in Lakhs)
Note : 12 Payables (` in Lakhs)
Sr. No. Particulars Current Year Previous Year Sr. No. Particulars Current Year Previous Year
1 Deferred Revenue Expenditure 368.94 582.23 1 Trade Payables
Total 368.94 582.23 (i) Total outstanding dues of Micro Enterprises and Small Enterprises
(a) Sundry Creditors for Services 114.16 14.47
- Deferred Revenue Expenses are written off over a period of five years.
114.16 14.47
(ii) Total outstanding dues of creditors other than Micro Enterprises and Small Enterprises
Note : 11 Derivative financial Instruments (Liabilities) (` in Lakhs)
(a) SBI Assignment Payable 83.44 2,362.78
(Current Year) Previous Year (b) SIB Assignment Payable 30.58
Particulars Notional Fair Value Fair Value Notional Fair Value Fair Value (c) DJT Financial Services Payable 43.55 1,180.14
amounts Assets Liabilities amounts - Assets - Liabilities
(d) Other Sundry Payables 234.19 252.01
Part I
391.76 3,794.92
(i) Currency Derivatives
2 Other Payables
—Spot and Forwards - - - - - -
—Currency Futures - - - - - - (i) Total outstanding dues of Micro Enterprises and Small Enterprises - -
—Currency Swaps - - - - - - (ii) Total outstanding dues of creditors other than Micro enterprises and Small Enterprises
—Options purchased - - - - - - (a) Statutory Payables
—Options sold (written) - - - - - - Professional Tax Payable 0.02 0.03
—Others - - - - - -
EPF Contribution Payable 6.60 6.39
Sub Total (i) - - - - - -
ESI Payable 0.77 1.65
(ii) Interest rate Derivatives
GST Payable 16.87 5.81
—Forward Rate Agreements and Interest Rate - - - - - -
Swaps TDS Payable 77.47 77.46
—Options purchased - - - - - - LIC GSLI Payable 0.03 4.06
—Options sold (written) - - - - - -
(b) Expenses Payables 360.41 537.78
—Futures - - - - - -
462.17 633.18
—Others - - - - - -
Total 968.09 4,442.57
Sub Total (ii) - - - - - -
(iii) Credit Derivatives - - - - - -
(iv) Equity linked Derivatives - - - - - -
(v) Other Derivatives (Please specify) - - - - - -
Total Derivative Financial Instruments - - - - - -
(i)+(ii)+(iii)+(iv)+ (V)
Part II
Included in above (Part I) are derivatives held for - - - - - -
hedging and risk management purposes as follows:
(i) Fair value hedging
— Currency Derivatives - - - - - -
—Interest rate Derivatives - - - - - -
—Credit Derivatives - - - - - -
—Equity linked Derivatives - - - - - -
—Others - - - - - -
Sub Total (i) - - - - - -
(ii) Cash flow hedging
—Currency Derivatives - - - - - -
—Interest rate Derivatives - - - - - -
—Credit Derivatives - - - - - -
—Equity linked Derivatives - - - - - -
—Others - - - - - -
Sub Total (ii) - - - - - -
(iii) Net investment hedging - - - - - -
(iv) Undesignated Derivatives - - - - - -
Total Derivative Financial Instruments - - - - - -
(i)+(ii)+(iii)+(iv)
Interest Maturity
Debenture Series Issued Date Issued Amount Rate of Interest Maturity Date Current Year Previous Year
Periodicity Amount
Issued Interest
Debenture Series Issued Date Rate of Interest Maturity Date Maturity Amount Current Year Previous Year
Amount Periodicity
Series-’PDL 1808’ Aug-2018 8,100 14.00% Monthly Aug-2024 8,100 No Yes
Series-’PDL2020-1’ Jan -2020 600 12.00% Monthly Jan-2026 600 Yes No
Series-’PDL2020-2’ Feb-2020 100 12.00% Monthly Feb-2026 100 Yes No
1
1
1
1
1
2
2
2
Sr. No.
Sr. No.
Sr. No.
Sr. No.
Sr. No.
Total
Total
Total
Total
Total
Particulars
Particulars
Note : 19 Provisions
Opening Balance
Income Tax and TDS
Provision for Taxation
Particulars
Particulars
Particulars
Current Year
Current Year
Current Year
Current Year
Current Year
118.88
409.43
409.43
48.40
118.88
(104.92)
94.54
129.26
10.54
59.95
1,984.18
266.43
601.80
422.92
693.03
-
-
-
20,759.01
16,430.67
4,328.34
Previous Year
Previous Year
Previous Year
Previous Year
59.95
Previous Year
46.76
544.49
(` in Lakhs)
(300.76)
59.95
(190.27)
203.45
-
360.71
(` in Lakhs)
1,147.74
-
-
466.90
680.84
(` in Lakhs)
-
-
-
(` in Lakhs)
29,007.97
15,735.86
(` in Lakhs)
544.49
13,272.11
3
2
Sr. No.
Total
Note : 22 Share Capital
PAID UP CAPITAL
40,56,62,500
Particulars
* see note no. 40
Mr. Sunil Agarwal holds 3269940 equity shares (7.73%) [Previous year 3269940 equity shares (8.06%)]
the year
Changes in
equity share
capital during
17,321,990
4,229.84
0.63
173.22
4,056.00
4,230.47
173.22
4,057.25
12,500.00
500.00
12,000.00
Current Year
period
the end of
Balance at
M/s Equilibrated Venture Cflow Pvt Ltd holds 4084212 equity shares (9.66%) [Previous year 2914223 equity shares (7.19%)]
the reporting
42,29,84,490
4,056.63
0.63
4,056.00
4,057.25
-
4,057.25
12,500.00
500.00
12,000.00
Year
Previous
(` in Lakhs)
(Amount in `)
Exchange
Equity
Share Statutory Equity Effective differences Other items Money
component
Application Reserves Capital portion portion on translating of Other received
of Capital Securities General Retained Revaluation Revaluation
Particulars money - RBI Redemption of Cash of Cash the financial Comprehensive against Total
compound Reserve Premium Reserve Earnings Reserve Surplus
pending Reserve Reserve Flow Flow statements Income (Specify Share
Financial
Allotment Fund Hedges Hedges of a foreign nature) Warrants
Instruments
operation
Balance at the - - 11,652.90 2,415.21 14,649.91 31,808.03 223.97 250.00 372.20 - - - - - - 61,372.22
beginning of the
reporting period
Add: Addition due - - - - 5,302.11 (152.59) (33.55) - - - - - - - - 5,115.97
to merger of AMPL
Restated Balances - - 11,652.90 2,415.21 19,952.02 31,655.44 190.42 250.00 372.20 - - - - - - 66,488.20
at the beginning
of the reporting
period
Total - - - - - - 5,403.90 - - - - - - - - 5,403.90
Comprehensive
Income for the year
Proposed - - - - - - (422.92) - - - - - - - - (422.92)
Dividends
Depreciation - - - - - - 9.08 - (9.08) - - - - - -
on Revaluation
Amount
Income Tax Impact - - - - - - - - - - - - - - - -
due to IND AS on
Processing Fees
Any other change - - - - - - - - - - - - - - - -
(to bespecified)
Transfer to General - - - - - 3,900.00 (3,900.00) - - - - - - - - -
Reserve
Transfer to - - 1,086.51 - - - (1,086.51) - - - - - - - - -
Statutory Reserve
Fund
Provision on - - - - - - (12.19) - - - - - - - - (12.19)
Standard Assets
Expenditure on - - - - - - (97.91) - - - - - - - - (97.91)
Corporate Social
Responsibility
ANNUAL REPORT 2019-20 | 143
Balance at the end - - 12,739.41 2,415.21 19,952.02 35,555.44 83.87 250.00 363.12 - - - - - - 71,359.07
of the reporting
period
Note : 24 Interest Income (` in Lakhs)
4 Others - -
Total - -
2 Directors Salaries & Allowances 463.25 578.63 For Tax Audit 1.00 1.00
3 Contribution to Provident and other funds 103.82 74.24 For Certification work/other services 28.89 27.25
- No remuneration has been paid to Directors except remuneration to Managing Director and Executive Directors. The remuneration Particulars 2019-20 2018-19
paid to Managing Director and Executive Directors during the F.Y. 2019-20 is Rs. 4,63,24,800 (last year Rs 5,78,63,200) which is within Net profit for the year (After Tax) 5403.90 5677.15
the limit as specified u/s 197 read with Schedule V of the Companies Act, 2013. Proposed dividend on Preference shares and tax thereon — —
No. of Equity Shares (Weighted) 422.92 405.60
Basic and diluted Earning per share 12.78 14.00
Note : 30 Depreciation & Amortised Cost (` in Lakhs)
Sr. No. Particulars Current Year Previous Year
34. Figures for the previous year have been regrouped/rearranged/reclassified and restated wherever considered
1 Depreciation 188.00 82.08
necessary.
2 Deffered Revenue Exp. w/o* 213.29 385.97
35. The company has given corporate guarantee for the loans taken by its wholly owned subsidiary Company M/s
Total 401.29 468.05
Nupur Finvest Pvt. Ltd. From the following Bank’s / FI’s / NBFCs:
- *Deferred Expenses written off over a period of five years
(` in Lakhs)
(1) Related party relationship is as identified by the Company on the basis of information available with them and
C. Enterprises over which significant influence exercised by Key Managerial Personnel/Relatives of Key Managerial
accepted by the auditors as correct.
Personnel
1. Aerotech Aviation Services Pvt. Ltd. (2) No amount has been written off or written back during the year in respect of debt due from or to related parties.
2. Pro Fitcch Private Limited (Formerly known as Baba Herbals Pvt. Ltd.) (3) Company has entered into transactions with certain parties as listed above during the year under consideration.
3. Equilibrated Venture Cflow Pvt. Ltd. (Formerly known as Bhavya Electronics and Networks Pvt. Ltd.) Full disclosures have been made and the Board considers such transactions to be in normal course of business and
4. Pri Caf Private Limited (Formerly known as Diamond Infradev Pvt. Ltd.) at rates agreed between the parties.
5. Repartee Infrastructures Pvt. Ltd.
(4) The key management personnel and their relatives have given personal guarantees and collaterals for loans raised
6. Radiance Techno Powers Company Pvt. Ltd.
by the Company but Company has not provided any guarantee to these persons nor paid any consideration for
7. SCS Educational Foundation
furnishing such guarantees.
8. Raj Shiksha Foundation
9. Spaak Super Tec Pvt. Ltd.
10. Harish Singh HUF
2 Bank of Baroda Term Loan 1894.30 MCLR + 3.50% 2,500.00 2.98 Arbitration Awards available for Execution 16430.67
3 IDBI Bank 3928.89 MCLR + 4.50% 5,700.00 6.79 The management has recognized the Decretal Amount an asset and it is classified under the head ‘Current Assets’ as ‘Arbitration
4 Punjab National Bank 6895.38 MCLR + 2.35% 7,000.00 8.34 Decree Receivable’ and 100% provision is made against such assets under the head Short Term Provisions. However, no income has
5 United Bank of India 4996.64 MCLR + 3.40% 5,000.00 5.96 been accrued or received from such assets during the year.
1 Bank of Baroda Guarantee 25.00 2) Movement of Provisions held towards depreciation on investments
Grand Total of FDR’s (A+B+C+D ) 33.74 ii) ADD: Provision made during the year Nil Nil
iii) Less: Write – off / write – back of excess provisions during the year Nil Nil
iv) Closing Balance Nil Nil
43. The Company had not taken any exposure in Derivatives during the financial year 2019-20.
PDL securitise loans only after it have been held on its book for a minimum period as prescribed by intending
b. Capital Market Exposure
bank. MHP counted from the date of full disbursement of loan and is defined with reference to the number of
instalments to be paid prior to securitisation. The company has not taken any exposure in capital market during the financial year 2019-20, and also the inventory
of the company as at 31st March 2020 does not contain any exposure to capital market
Minimum Retention Requirement (MRR)
c. Details of financing of parent company products : NIL
The MRR is primarily designed to ensure that the originating NBFCs have a continuing stake in the performance
of securitised assets so as to ensure that they carry out proper due diligence of loans to be securitised. In d. Details of Single Borrower Limit and Group Borrower Limit exceeded by NBFC
case of PDL where the portfolio offered for securitization is not having maturity of more than 24 months, the The company has adhered to the Prudential Exposure norms as prescribed by RBI and has not given any advances
stipulated MRR is 5% of the assets to be securitised. exceeding the limits as prescribed for Single borrower and Group Borrower.
Process e. Unsecured Advances
On receiving the requirements from the Bank, PDL segregate a portfolio fulfilling all the stipulated conditions. The unsecured advances outstanding as at Balance Sheet date are `3,765 Lakhs. The Company does not have
Specified percentage of the said portfolio is sold to the Bank for an upfront payment and the same is de- any loan or advances which are partially secured against any sort of licenses, rights, authorizations charged to the
recognised from PDL’s Balance sheet. Remaining percentage of the portfolio stays on PDL’s Balance Sheet as company.
a normal asset.PDL act as a servicer for the part securitized with Bank to cover the collections from loan. 47. Registration obtained from other financial sector regulators:
The Company has not taken any deposits from public 5 Unsecured Personal Loans 0.00 0.00
6 Auto Loans 0.00 0.00
b. Concentration of Advances (` in Lakhs)
7 Other Personal Loans (LAP) 0.21 0.30
Total Advances to twenty largest borrowers 49,580
Total 3.79 2.88
% of advances to twenty largest borrowers to total advances of the NBFC 28.74%
52. The Company is domiciled in India and does not have any joint venture, associate or subsidiary abroad.
c.
Concentration of Exposures (` in Lakhs)
53. Off Balance Sheet SPVs sponsored:
Total Exposure to twenty largest borrowers / customers 49,580 The Company has not sponsored off Balance Sheet SPVs
% of exposures to twenty largest borrowers / customers to total exposure of the NBFC on borrowers / 28.74%
54. Disclosures of Complaints:
customers
a) No. of complaints pending at the beginning of the year —
d. Concentration of NPAs
b) No. of complaints received during the year 2
Provisioning for Substandard Assets/Doubtful Assets/Loss Assets has been made in compliance with the directions of Reserve
c) No. of complaints redressed during the year 2
Bank of India. As per decision of the Board of Directors in the cases where loan installments are overdue for more than 3 months
d) No. of complaints pending at the end of the year —
and management is of the opinion that its recovery chances are very remote or negligible, the Company writes off these accounts
(Net of Future Interest Charges) as bad debts. In all other cases where loan installemnts are over due for more than 3 months the 55. Uncertainty relating to the global health pandemic from COVID-19 (“Covid-19”):
provisioning for non performing assets is made in compliance with Non-Banking Financial Company Systemically Important Non a. The outbreak of Covid-19 pandemic across the globe & India has contributed to a significant decline and
Deposit Taking Company and Deposit Taking Company (Reserve Bank) Directions 2016, as applicable to the company. As per the volatility in the global and Indian financial markets and slowdown in the economic activities. The RBI has issued
RBI Directions dated 1st September 2016 updated as on 23rd February 2018 Company has made general provision of 0.40% of guidelines relating to COVID-19 Regulatory Package dated March 27, 2020 and April 17, 2020 and in accordance
Standard assets. Other directives of Reserve Bank of India have been duly complied with. The details of top 3 NPA’s written off therewith, the Company has offered a moratorium of six months on the payment of instalments falling due
during the year are given below: between March 1, 2020 and August 31, 2020 to eligible borrowers. For all such loan asset accounts classified
(` in Lakhs) as standard and overdue as on February 29, 2020, where the moratorium is granted, the asset classification
both, as per the RBI’s income recognition and asset classification norms and for determining the staging of such
1 Sat Priya Mehamia Memorial Educational Trust 1757
assets to determine the expected credit loss allowance as per the model approved by the Board of Directors of
2 Solitairian Buildspace Pvt. Ltd. 316
the Company, will remain at a standstill during the moratorium period (i.e. the number of days past due shall
3 Dwarka Prasad Mittal Education Society for Harmony 302 exclude the moratorium period for the purposes of asset classification).
The company has not extended classification benefits to any of the loan accounts. Doubtful - up to 1 year Stage 3 287 29 258 57 (29)
1 to 3 years Stage 3 313 78 235 94 (16)
(iii) Provisions made during the Q4 FY 2020 and Q1 FY 2021 in terms of paragraph 5 of above mentioned circular;
Rs. 602 Lakhs. More than 3 years Stage 3 — — — — —
Subtotal for doubtful — — — — —
(iv) Provisions adjusted during the respective accounting periods against slippages and the residual provisions in
terms of paragraph 6 of above mentioned circular. Loss Stage 3 6532 — 6532 6532 (6532)
Subtotal for NPA 762 115 647 167 (52)
No Provision has been adjusted against slip pages, hence the residual provision stood at its original level of
Rs 602 Lakhs at the end of the current Financial year. Other items such Stage 1 12027 12 12015 — 12
as guarantees, loan
commitments, etc. which
are in the scope of Ind
AS 109 but not covered
under current Income
Recognition, Asset and
Provisioning (IRACP)
norms Classification Stage 2 — — — — —
Stage 3 — — — — —
Subtotal 12027 12 12015 — 12
Total Stage 1 174992 664 174328 652 12
Stage 2 8939 89 8850 36 54
Stage 3 762 115 647 167 (52)
Total 184693 868 183825 855 13
LESS : Provision on — 602 — — —
Standard Accounts in
Default as on 29.2.2020
Balance Amount to be pro- — 266 — — —
vided as Impairment Loss
Provision
(c) Term Loans (i) Lease assets including lease rentals under sundry debtors
(a) Financial lease — —
(b) Operating lease — —
Bank of Baroda (Term Loan a/c) 1894 —
(ii) Stock on hire including hire charges under sundry debtors
State Bank of India (Term Loan a/c) 4003 —
(a) Assets on hire — —
(d) Inter-corporate loans and borrowing 5184 — (b) Repossessed Assets — —
(e) Commercial Paper — — (iii) Other loans counting towards AFC activities
(f) Other Loans (specify nature) (a) Loans where assets been repossessed — —
(b) Loans other than (a) above — —
Bank of Baroda (WCDL a/c) 6062 —
5. Break-up of Investments
IDBI Bank (WCDL a/c) 2832 —
1 Current Investments
State Bank of India (WCDL a/c) 2402 — Quoted
The South Indian Bank Limited (WCDL a/c) 1506 — (i) Shares
(a) Equity — —
UCO Bank (WCDL a/c) 2244 —
(b) Preference — —
Punjab National Bank (WCDL a/c) 4244 —
(ii) Debentures and Bond — —
Central Bank of India (WCDL a/c) 7586 — (iii) Units of mutual funds — —
Andhra Bank (WCDL a/c) 3000 — (iv) Government Securities — —
(v) Others (please specify) — —
Punjab National Bank (Cash Credit a/c) 2652 —
Unquoted
Central Bank of India (Cash Credit a/c) 4984 —
(i) Shares
Bank of India (Cash Credit a/c) 4246 — (a) Equity (Group Companies) (Net) — —
Andhra Bank (Cash Credit a/c) 1976 — (b) Preference — —
(6) Borrower group-wise classification of assets financed as in (2) and (3) above Signed in terms of our Report of even date For and on behalf of the Board
TO
THE MEMBERS OF AUDITOR’S RESPONSIBILITIES FOR THE AUDIT OF THE CONSOLIDATED IND AS FINANCIAL
M/S PAISALO DIGITAL LIMITED STATEMENTS
(FORMERLY KNOWN AS M/S S. E. INVESTMENTS LIMITED) Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole
NEW DELHI 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
REPORT ON THE AUDIT OF CONSOLIDATED IND AS FINANCIAL STATEMENTS considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic
decisions of users taken on the basis of these consolidated financial statements. As part of an audit in accordance with
OPINION SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
We have audited the accompanying Consolidated Ind AS financial statements of M/S PAISALO DIGITAL LIMITED • Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error,
(FORMERLY KNOWN AS M/S S. E. INVESTMENTS LIMITED) (hereinafter referred to as “the Holding Company”) and its design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and
wholly owned subsidiary M/s Nupur Finvest Private Limited (the Holding Company and its subsidiary together referred to appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from
as “the Group”) which comprise of the Consolidated Balance Sheet as at 31st March 2020 the Consolidated Statement of fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions,
Profit and Loss including Statement of Comprehensive Income and the Consolidated Cash Flow Statement for the year misrepresentations, or the override of internal control.
then ended and notes to the consolidated Ind AS financial statements, including a summary of significant accounting • Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are
policies and other explanatory information. appropriate in the circumstances. Under section 143(3)(i) of the Companies Act, 2013, we are also responsible for
In our opinion and to the best of our information and according to the explanations given to us, the aforesaid consolidated expressing our opinion on whether the company has adequate internal financial controls system in place and the
Ind AS financial statements give the information required by the Companies Act, 2013 in the manner so required and give operating effectiveness of such controls.
a true and fair view in conformity with the accounting principles generally accepted in India, of the consolidated state • Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and
of affairs of the Company as at 31st March 2020 of consolidated profit and loss including statement of comprehensive related disclosures made by management.
income and its consolidated cash flows for the year then ended.
• 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
BASIS FOR OPINION
significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty
We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements
Companies Act, 2013. Our responsibilities under those Standards are further described in the Auditor’s Responsibilities or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence
for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Group in obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to
accordance with the ethical requirements that are relevant to our audit of the consolidated Ind AS financial statements cease to continue as a going concern.
in India in terms of the Code of Ethics issued by ICAI and the relevant provisions of the Companies Act, 2013, and we
• Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether
have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAI’s Code of Ethics. We
the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion on the
consolidated financial statements. 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
RESPONSIBILITIES OF MANAGEMENT AND THOSE CHARGED WITH GOVERNANCE FOR THE our audit.
CONSOLIDATED IND AS FINANCIAL STATEMENTS We also provide those charged with governance with a statement that we have complied with relevant ethical requirements
The Company’s Board of Directors is responsible for the preparation and presentation of these consolidated Ind AS regarding independence, and to communicate with them all relationships and other matters that may reasonably be
financial statements in term of the requirements of the Companies Act, 2013 (the Act) that give a true and fair view of thought to bear on our independence, and where applicable, related safeguards.
the consolidated financial position, consolidated financial performance and consolidated cash flows of the Companies From the matters communicated with those charged with governance, we determine those matters that were of most
in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified significance in the audit of the financial statements of the current period and are therefore the key audit matters. We
under section 133 of the Act. The respective Board of Directors of the companies included in the Group are responsible describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or
for maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because
of the Group and for preventing and detecting frauds and other irregularities; selection and application of appropriate the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such
accounting policies; making judgments and estimates that are reasonable and prudent; and the design, implementation communication.
and maintenance of adequate internal financial controls, that were operating effectively for ensuring accuracy and
completeness of the accounting records, relevant to the preparation and presentation of the financial statements that
REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS
give a true and fair view and are free from material misstatement, whether due to fraud or error, which have been used
As required by section 143(3) of the Act, we report that:
for the purpose of preparation of the consolidated financial statements by the Directors of the Company, as aforesaid.
a. We have sought and obtained all the information and explanations which to the best of our knowledge and belief
In preparing the consolidated financial statements, the respective Board of Directors of the companies included in the
were necessary for the purposes of our audit of the aforesaid consolidated financial statements;
Group are responsible for assessing the ability of the companies to continue as a going concern, disclosing, as applicable,
on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India. (f) Investments 6 2,390.31 2,390.31
(g) Other Financial Assets 7 16,796.55 16,094.13
(2) Non Financial Assets
(a) Current Tax Assets (Net) 8 1,172.65 801.28
(b) Deferred Tax Asset (Net) - -
Place : New Delhi For MUKESH KUMAR & CO. (c) Investment Property - -
Date : 30th June 2020 Chartered Accountants (d) Biological Assets other than Bearer plants - -
Firm Reg. No. 002040C (e) Property, Plant and Equipments 9 6,429.75 724.01
(f) Capital Work-in-Progress - -
(g) Intangible Assets under development - -
Sd/-
(h) Goodwill 10.70 -
(CA. MUKESH KUMAR) (i) Other Intangible Assets 9 186.27 220.46
Partner (j) Other Non-Financial Assets 10 382.32 617.87
Membership No. 070471 Total Assets 224,755.03 217,511.00
UDIN: 20070471AAAACN2646 II EQUITY AND LIABILITIES
(1) Financial Liabilities
(a) Derivative Financial Instruments 11 - -
(b) Payables 12
(I) Trade Payables
(i) Total outstanding dues of Micro Enterprises and Small Enterprises 114.16 14.47
(ii) Total outstanding dues of creditors other than Micro Enterprises and Small Enterprises 391.76 3,794.92
(II) Other Payables
(i) Total outstanding dues of Micro Enterprises and Small Enterprises - -
(ii) Total outstanding dues of creditors other than Micro Enterprises and Small Enterprises 529.06 725.16
(c) Debt Securities 13 13,200.00 12,300.00
(d) Borrowings (Other than Debt Securities) 14 101,708.73 95,268.65
(e) Deposits 15 - -
(f) Subordinated Liabilities 16 8,800.00 8,100.00
(g) Other Financial Liabilities 17 20,759.01 29,007.97
(2) Non-Financial Liabilities
(a) Current Tax Liabilities (Net) 18 - -
(b) Provisions 19 2,123.11 1,271.75
(c) Deferred Tax Liabilities (Net) 20 121.28 70.93
(d) Other non-financial Liabilities 21 409.67 544.67
(3) Equity
(a) Equity Share Capital 22 4,229.84 4,056.63
(b) Other Equity 23 72,368.41 62,355.85
Total Equity & Liabilities 224,755.03 217,511.00
Notes to the Accounts & Significant Accounting Policies annexed For and on behalf of the Board
Notes referred to above form an integral part of these Financial Statements
Signed in terms of our Report of even date
For MUKESH KUMAR & CO. Sd/- Sd/-
Chartered Accountants (ATUL KUMAR AGRAWAL) (SUNIL AGARWAL)
Firm Reg. No. 002040C Chief Financial Officer Managing Director
PAN : ADOPA4603N DIN : 00006991
Sd/-
(CA. MUKESH KUMAR)
Partner Sd/- Sd/-
Membership No. 070471 (MANENDRA SINGH) (HARISH SINGH)
Company Secretary Executive Director
Place : New Delhi Membership No. : F7868 DIN : 00039501
Date : 30th June 2020
III Expenses: Notes to the Accounts & Significant Accounting Policies annexed For and on behalf of the Board
Notes referred to above form an integral part of these Financial Statements
(i) Finance Costs 27 15,654.57 14,911.23 Signed in terms of our Report of even date
(ii) Fees and commission expense - - For MUKESH KUMAR & CO. Sd/- Sd/-
Chartered Accountants (ATUL KUMAR AGRAWAL) (SUNIL AGARWAL)
(iii) Net loss on fair value changes - - Firm Reg. No. 002040C Chief Financial Officer Managing Director
PAN : ADOPA4603N DIN : 00006991
(iv) Net loss on derecognition of financial instruments under amortised cost category - -
Sd/-
(v) Impairment on financial instruments 28 8,496.18 5,252.09
(CA. MUKESH KUMAR)
(vi) Cost of materials consumed - - Partner Sd/- Sd/-
Membership No. 070471 (MANENDRA SINGH) (HARISH SINGH)
(vii) Purchases of Stock-in-trade - - Company Secretary Executive Director
Place : New Delhi Membership No. : F7868 DIN : 00039501
(viii) Changes in Inventories of finished goods, stock-in- trade and work-in- progress - - Date : 30 June 2020
th
V Exceptional items -
VIII Profit for the period from continuing operations (VI-VII) 5,413.24 5,638.34
Signed in terms of our Report of even date For and on behalf of the Board
—Others - - - - - -
Sub Total (i) - - - - - -
2 Other Receivables - -
Designated Designated
Investments Through Other Through Through Other Through
Amortised at fair value Amortised at fair value
Comprehensive Profit or Sub - Total Others* Total Comprehensive Profit or Sub - Total Others* Total
cost through cost through
Income Loss Income Loss
profit or loss profit or loss
(1) (2) (3) (4) (5) = (6) (7) = (8) (9) (10) (11) (12) = (13) (14) =
(2)+(3)+(4) (1)+(5)+(6) (9)+(10)+(11) (8)+(12)+(13)
Mutual funds - - - - - - - - - - - - - -
Government securities - - - - - - - - - - - - - -
Debt securities - - - - - - - - - - - - - -
Equity instruments - - - - - - - - - - - - - -
Subsidiaries - - - - - - - - - - - - - -
Associates - - - - - - - - - - - - - -
Joint Ventures - - - - - - - - - - - - - -
1
1
Sr. No.
Sr. No.
Total
Total
Advances to Staff
Security Deposit*
Prepaid Expenses
Income Receivables
Particulars
Particulars
Current
Current
1,172.65
(8,031.93)
9,204.58
16,796.55
16,430.67
178.50
4.08
91.88
0.11
69.68
21.63
Year
Year
Previous
Previous
801.28
(6,082.63)
6,883.91
16,094.13
(` in Lakhs)
15,735.86
167.68
5.27
37.07
-
2.48
145.77
(` in Lakhs)
1 Land - - - - - - - - - -
3 Furniture & Fittings 148.32 66.83 - 215.15 104.22 16.87 - 121.09 94.06 44.10
4 Computer Peripheral 206.08 11.48 - 217.56 157.87 23.11 - 180.98 36.58 48.21
7 Equipments, Plant & Machinery 124.08 45.19 - 169.27 90.32 23.77 - 114.09 55.18 33.76
SUB TOTAL (A) 1183.82 6008.91 - 7192.72 459.81 303.16 - 762.97 6429.75 724.01
II Intangible Assets
1 Computer Software 524.89 4.88 - 529.77 304.43 39.08 - 343.50 186.27 220.46
SUB TOTAL (B) 524.89 15.58 - 540.47 304.43 39.08 - 343.50 196.97 220.46
Total [A+B+C+D] (Current Year) 1708.70 6024.49 - 7733.20 764.24 342.24 - 1106.48 6626.72 944.47
Total (Previous Year) 1351.71 357.00 - 1708.71 680.17 84.07 - 764.25 944.46 671.53
Note : 12 Payables (` in Lakhs)
Note : 10 Other Non Financial Assets (` in Lakhs)
Previous Year Current Previous
Sr. No. Particulars Current Year Sr. No. Particulars
1 Deferred Revenue Expenditure 368.94 582.23 Year Year
Unexpired Expenses on Procesing Fees charged by Bank 13.38 35.64 1 Trade Payables
Total 382.32 617.87 (i) Total outstanding dues of Micro Enterprises and Small Enterprises
(a) Sundry Creditors for Services 114.16 14.47
- Deferred Revenue Expenses are written off over a period of five years.
114.16 14.47
(ii) Total outstanding dues of creditors other than Micro Enterprises and Small Enterprises
Note : 11 Derivative financial Instruments (Liabilities) (` in Lakhs)
(a) SBI Assignment Payable 83.44 2,362.78
Current Year Previous Year (b) SIB Assignment Payable 30.58
Particulars Fair Fair (c) DJT Financial Services Payable 43.55 1,180.14
Notional Fair Value Notional Fair Value -
Value Value -
amounts Liabilities amounts Liabilities (d) Other Sundry Payables 234.19 252.01
Assets Assets
Part I 391.76 3,794.92
(i) Currency Derivatives 2 Other Payables
—Spot and Forwards - - - - - - (i) Total outstanding dues of Micro Enterprises and Small Enterprises - -
—Currency Futures - - - - - -
(ii) Total outstanding dues of creditors other than Micro enterprises and Small Enterprises
—Currency Swaps - - - - - -
(a) Statutory Payables
—Options purchased - - - - - -
Professional Tax Payable 0.02 0.05
—Options sold (written) - - - - - -
EPF Contribution Payable 6.61 6.39
—Others - - - - - -
ESI Payable 0.77 1.65
Sub Total (i) - - - - - -
GST Payable 16.89 5.82
(ii) Interest rate Derivatives
—Forward Rate Agreements and Interest Rate Swaps - - - - - - TDS Payable 129.50 140.32
(` in Lakhs)
-
8,100.00
8,100.00
-
-
8,100.00
8,100.00
(` in Lakhs)
(` in Lakhs)
-
-
Previous Year
(5)+(6)+(7)
(5)+(6)+(7)
Current Previous
(*8) =
Total Sr. No. Particulars
Total
(8) =
Yes
No
No
Year Year
1 Debt Service Repayment Account 4,328.34 13,272.11
2 Arbitration Awards/ Decree Recievables 16,430.67 15,735.86
-
-
-
-
-
-
-
-
-
-
value through profit
Designated at fair
Current Year
or loss
or loss
Note : 18 Current Tax Liabilities (Net) (` in Lakhs)
Yes
Yes
No
(7)
(7)
Previous Year
Previous Year
Current Previous
Sr. No. Particulars
Year Year
1 Advance Recoverable in Cash or in kind or for value to be considered good
-
-
-
-
-
-
-
-
-
-
Income Tax and TDS - -
profit or loss
profit or loss
At fair value
At fair value
Maturity
Amount
through
through
8,100
Provision for Taxation - -
600
100
(6)
(6)
Total - -
-
8,100.00
8,100.00
-
-
8,100.00
8,100.00
-
Maturity Date
-
-
At Amortised
At Amortised
Aug-2024
Feb-2026
Jan-2026
Cost
Cost
Current Previous
(5)
(5)
-
8,800.00
8,800.00
-
-
8,800.00
8,800.00
-
-
-
2 Provision for Proposed Dividend on Equity Shares and Tax there on 422.92 488.97
Periodicity
(1)+(2)+(3)
(1)+(2)+(3)
Monthly
Monthly
Monthly
Interest
3 General Provision on Standard Accounts in Default 652.47 -
Total
Total
(4) =
(4) =
-
-
-
-
-
-
-
-
-
-
value through profit
Designated at fair
Rate of Interest
Note : 20 Deferred Tax Liabilities (Net) (` in Lakhs)
14.00%
12.00%
12.00%
or loss
or loss
Current Previous
(3)
(3)
Current Year
-
-
-
-
-
Issued Amount
through profit
through profit
At fair value
At fair value
or loss
8,100
600
100
Tax on Timing difference on Unearned Processing Fees (104.98) (190.33)
(2)
(2)
8,800.00
8,800.00
-
-
-
-
At Amortised
At Amortised
Issued Date
Aug-2018
Jan -2020
Feb-2020
Cost
(1)
(1)
Current Previous
Preferene Shares other than those that
Year Year
(Non-Convertable Debentures*)
Debenture Series
that do not qualify as equity
Series-’PDL2020-2’
Series-’PDL2020-1’
(i) Public Deposits
Series-’PDL 1808’
(iii) From Others
qualify as Equity
(ii) Form Banks
Deposits
Total (A)
Others
Total
3
2
Sr. No.
Total
Note : 22 Share Capital
shares (7.19%)]
PAID UP CAPITAL
40,56,62,500
More than 5% shares:
50,00,000 Preference Shares of Rs. 10 each
1200,00,000 Equity Shares of Rs. 10 per share
Particulars
17,321,990
423,04,699 Equity Shares of Rs. 10 per Share fully paid up (P.Y. 405,72,500 Equity Shares)
4,229.84
0.63
173.22
4,056.00
4,230.47
173.22
4,057.25
12,500.00
500.00
12,000.00
42,29,84,490
Year
reporting period
Previous
Mr. Sunil Agarwal holds 3269940 equity shares (7.73%) [Previous year 3269940 equity shares (8.06%)]
4,056.63
0.63
-
4,056.00
4,057.25
-
4,057.25
12,500.00
500.00
12,000.00
(` in Lakhs)
(in `)
Balance at the end of the
M/s Equilibrated Venture Cflow Pvt Ltd holds 4084212 equity shares (9.66%) [Previous year 2914223 equity
Exchange
Share Equity differences Other items Money
Statutory Equity Effective
Application component Capital on translating of Other received
Reserves - Capital Securities General Retained Revaluation portion of portion of Revaluation
Particulars money of compound Redemption the financial Comprehensive against Total
RBI Reserve Reserve Premium Reserve Earnings Reserve Cash Flow Cash Flow Surplus
pending Financial Reserve statements Income (Specify Share
Fund Hedges Hedges
Allotment Instruments of a foreign nature) Warrants
operation
Balance at the - - 11,915.81 2,415.21 14,649.91 32,587.70 165.02 250.00 372.20 - - - - - - 62,355.85
beginning of
the reporting
period
Add: Addition - - - - 5,302 (152.59) -33.54 - - - - - - - - 5,115.98
due to merger
of AMPL
Restated - - 11,915.81 2,415.21 19,952.02 32,435.11 131.48 250.00 372.20 - - - - - - 67,471.83
Balances at the
beginning of
the reporting
period
Total - - - - - - 5,413.24 - - - - - - - - 5,413.24
Comprehensive
Income for the
year
Proposed - - - - - - (422.92) - - - - - - - - (422.92)
Dividends
Depreciation - - - - - - 9.08 - (9.08) - - - - - - -
on Revaluation
Amount
Income Tax - - - - - - - - - - - - - - - -
Impact due
to IND AS on
Processing
Fees
Any other - - - - - - - - - - - - - - - -
change
(to bespecified)
Transfer - - - - - 3,900.00 (3,900.00) - - - - - - - - -
to General
Reserve
Transfer to - - 1,088.39 - - - (1,088.39) - - - - - - - - -
Statutory
Reserve Fund
Provision - - - - - - 4.17 - - - - - - - - 4.17
on Standard
Assets
Expenditure - - - - - - (97.91) - - - - - - - - (97.91)
on Corporate
Social
Responsibility
Balance at - - 13,004.20 2,415.21 19,952.02 36,335.11 48.75 250.00 363.12 - - - - - - 72,368.41
the end of
the reporting
period
ANNUAL REPORT 2019-20 | 185
Note : 24 Interest Income (` in Lakhs)
Current Year Previous Year
Interest Income on Interest Income on
On Financial Assets On Financial Assets Financial Assets On Financial Assets On Financial Assets Financial Assets
Particulars
measured at Fair measured at classified at Fair measured at Fair measured at classified at Fair
value through OCI Amortised Cost value through profit value through OCI Amortised Cost value through profit
for loss for loss
Interest on Loans - 37,470.37 - - 36,053.22 -
Interest Income from Investments - - - - - -
3 Repair & Maintenance 48.67 63.46 Name of Party Nature Amount Amount Receivable/ (Payable)
4 Insurance Expenses 12.62 18.00 Mr. Sunil Agarwal Remuneration to Director 393.60 (39.60)
5 Electricity & Water Expenses 60.24 57.22 Mr. Harish Singh Remuneration to Director 30.05 (0.51)
6 Rates & Taxes 6.28 0.19 Mr. Anoop Krishnan Remuneration to Director 39.60 (0.93)
7 Legal Expenses & Professional Fees 476.89 483.91 Mr. Sunil Agarwal Loan — (33.00)
8 Printing & Stationery Expenses 382.63 266.89 Mrs. Raj Agarwal Rent 9.00 (0.68)
9 Postage & Telephone Expenses 88.69 98.36 M/s Agarwal Meadows Pvt Ltd Rent 0.10 —
10 Auditors Remuneration 57.91 56.71 Mr. Santanu Agarwal Salary 18.00 (2.20)
11 Rent 203.13 154.81 Mr. Atul Agarwal Salary 18.00 (0.48)
12 Rebate & Remission 12.57 1.64 Mr. Manendra Singh Salary 10.80 (0.32)
13 Advertisement & Business Promotion Expenses 617.84 1,670.99 Mr. Santanu Agarwal Loan Received 2844.00 (1718.00)
14 Recovery Expenses 54.39 44.68 Mr. Santanu Agarwal Loan Repaid 1126.00 —
15 Office and General Expenses 265.20 288.92 Mr. Santanu Agarwal Interest Expenses 132.51 (119.26)
16 Directors Sitting Fees & Expenses 14.99 16.62 Mr. Harish Singh Interest Expenses (on NCD) 14.54 —
Total 2,960.68 4,166.34 Mr. Pranav Chauhan Interest Expenses (on NCD) 14.54 —
M/s Spaak Super Tec Pvt Ltd Expenses 1.00 —
2019-20 2018-19 (1) Related party relationship is as identified by the Company on the basis of information available with them and
For Statutory Audit 3.30 3.30 accepted by the auditors as correct.
For Tax Audit 1.20 1.20 (2) No amount has been written off or written back during the year in respect of debt due from or to related parties.
For Certification work/other services 53.41 52.21 (3) Company has entered into transactions with certain parties as listed above during the year under consideration.
Total 57.91 56.71 Full disclosures have been made and the Board considers such transactions to be in normal course of business and
at rates agreed between the parties.
#Loan from Reliance Capital Limited has been taken over by Bank of Baroda vide sanction letter dated 29.06.2019.
*CC Limit converted into Term Loan on 31.12.2019 vide sanction letter dated 29.06.2019.
For other details of facilities and loans refer note no. 37 of Paisalo Digital Ltd. notes on accounts.
38. Working Capital Borrowings:
The Company has availed working capital facility from Karnataka Bank Ltd. and State Bank of India, Delhi. This facility
is secured by hypothecation of books debts / receivables, equitable mortgage on office premises & Residential
building belonging to the guarantors, personal guarantee of Directors and Corporate guarantee of its Holding
Company and one other company who have stood as guarantor.
(` in Lakhs)
Sanctioned
S. No. Name of Bank Date of Sanction Rate of Interest
Amount
1 Karnataka Bank Ltd. 2000.00 28th December, 2015 MCLR+2%
2 State Bank of India 3000.00 15th July 2017 MCLR+1.75%
3 Bank of Baroda *(note above) 2500.00 5th April 2018 MCLR+3.50%
Total 7500.00
For other details of facilities and loans refer note no. 37 of Paisalo Digital Ltd. notes on accounts.
Statement containing salient features of the financial statements of subsidiaries/associate companies/joint ventures:
Notice of 28th
in the case of foreign subsidiaries
4 Share Capital 536.95
5 Reserves 4,696.29
Annual General
6 Total Assets 22,571.74
7 Total Liabilities 22,571.74
8 Investments —
Meeting
9 Turnover 3,731.82
10 Profit before Taxation 24.15
11 Provision for Taxation 14.81
12 Profit after Taxation 9.34
13 Proposed Dividend (excluding dividend distribution tax) —
14 % of shareholding 100%
Names of subsidiaries which have been liquidated or sold during the year : NA
Signed in terms of our Report of even date For and on behalf of the Board
a) “RESOLVED THAT the audited financial statements of the Company for the financial year ended March 31, RESOLVED FURTHER THAT the Board of Directors (which term shall, unless repugnant to the context or meaning
2020 and the reports of the Board of Directors and Auditors thereon, as circulated to the members, be and thereof, be deemed to include a duly authorised ‘Committee’ thereof) be and is hereby authorized to do and perform
are hereby considered and adopted.” all such acts, deeds, matters or things as may be considered necessary, appropriate, expedient or desirable to give
effect to above resolution.”
b) “RESOLVED THAT the audited consolidated financial statement of the Company for the financial year ended
March 31, 2020 and the report of Auditors thereon, as circulated to the members, be and are hereby considered 6. To appoint Mrs. Nisha Jolly, as a Director and in this regard, to consider and if thought fit, to pass, with or without
and adopted.” modification(s), the following resolution as an Ordinary Resolution:
2. To appoint Mr. Harish Singh, who retires by rotation as a Director and in this regard, to consider and if thought fit, “RESOLVED THAT pursuant to recommendation of the Nomination and Remuneration Committee and approval
to pass, with or without modification(s), the following resolution as an Ordinary Resolution: of the Board of Directors in their respective meetings held on August 13, 2020 and pursuant to the provisions of
Sections 149, 152 and any other applicable provisions of the Companies Act, 2013 (“the Act”) and the Companies
“RESOLVED THAT in accordance with the provisions of Section 152 and other applicable provisions of the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification (s) or re-enactment
Act, 2013, Mr. Harish Singh (DIN: 00039501), who retires by rotation at this meeting be and is hereby appointed as thereof for the time being in force) read with Schedule IV to the Act and Regulation 16(1)(b) of the SEBI (Listing
a Director of the Company.” Obligations and Disclosure Requirements) Regulations, 2015, Mrs. Nisha Jolly (DIN: 08717762), who was appointed by
the Board of Directors as an Additional Non-Executive Independent Director under Section 161(1) of the Companies
3. To declare dividend on equity shares for the financial year ended March 31, 2020 and in this regard, to consider and Act, 2013 and who holds office up to the date of this meeting and who has submitted a declaration that she meets
if thought fit, to pass, with or without modification(s), the following resolution as an Ordinary Resolution: the criteria of independence as provided in Section 149(6) of the Act and Regulation 16 (1)(b) of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, as amended, from time to time and in respect of
“RESOLVED THAT a dividend at the rate of 10% i.e. INR 1.00 (Rupee One only) per equity share of INR 10/- (Ten whom a notice in writing pursuant to Section 160 of the Act, as amended, has been received by the Company in
rupees) each fully paid-up of the Company as recommended by the Board of Directors, be and is hereby declared the prescribed manner, be and is hereby appointed as an Non-Executive Independent Director of the Company,
for the financial year ended March 31, 2020 and the same be paid out of the profits of the Company for the financial not liable to retire by rotation, for a term of five consecutive years commencing from May 30, 2020.
year ended March 31, 2020.”
RESOLVED FURTHER THAT the Board of Directors (which term shall, unless repugnant to the context or meaning
4. To appoint Statutory Auditor of the Company and to fix their remuneration and in this regard to consider and if thereof, be deemed to include a duly authorised ‘Committee’ thereof) be and is hereby authorized to do and perform
thought fit, to pass with or without modification(s), the following resolution as Ordinary Resolution: all such acts, deeds, matters or things as may be considered necessary, appropriate, expedient or desirable to give
effect to above resolution.”
“RESOLVED THAT pursuant to the provisions of section 139, 41, 142 and any other applicable provisions, if any,
of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 (including any statutory 7. To fix borrowing power of the Board of Directors u/s 180 (1) (c) of the Companies Act, 2013 and in this regard, to
modifications or amendments or re-enactments thereof for the time being in force) and applicable provisions consider and if thought fit, to pass, with or without modification(s), the following resolution as a Special Resolution:
of RBI directions, M/s D Tayal & Jain, Chartered Accountants, (Firm Registration No. 011181C), be and is hereby
appointed as Statutory Auditors of the Company to hold office from the conclusion of this 28th Annual General “RESOLVED THAT pursuant to provisions of Section 180(l)(c) and other applicable provisions, if any, of the Companies
Meeting until the conclusion of the 31st Annual General Meeting of the Company, in place of M/s Mukesh Kumar Act, 2013 read with rules made there under [including any statutory modification(s) or re-enactment( s) thereof for
& Co., Chartered Accountants (Firm Registration No. 002040C), whose term is being expired on conclusion of this the time being in force], consent of the Members of Company be and is hereby accorded to the Board of Directors
28th Annual General Meeting and in this regard Board of Directors/Committee of the Board of Directors be and is of the Company (hereinafter referred to as “Board” which term shall be deemed to include any Committee thereof
hereby authorised to fix their remuneration plus other expenditures incurred by them in connection with statutory which the Board may have constituted / reconstituted or hereinafter constitute / reconstitute to exercise its powers
audit and also such other remuneration, as may be decided to be paid by the Board of Directors/Committee of including the powers conferred by this Resolution), to raise or borrow any sum or sums of money (including non-
Board of Directors, for performing duties other than those referred to herein above.” fund based facilities and borrowing through debt securities) from time to time at their discretion, for the purpose of
the business of the Company notwithstanding that the monies to be borrowed together with the monies already
SPECIAL BUSINESS borrowed by the Company (apart from temporary loans obtained from the Company’s bankers in the ordinary
course of business) may, at any time, exceed the paid up share capital, free reserves and securities premium of
5. To appoint Mr. Raman Aggarwal, as a Director and in this regard, to consider and if thought fit, to pass, with or the Company not set apart for any specific purpose, provided that the total amount up to which monies may be
without modification(s), the following resolution as an Ordinary Resolution:
“RESOLVED THAT pursuant to provisions of Section 180(l)(a) and all other applicable provisions, if any, of the
Companies Act, 2013, read with the relevant rules thereunder [including any statutory modification(s) or re-
enactment(s) thereof for the time being in force], consent of Members of the Company be and is hereby accorded Registered Office: By Order of the Board of Directors
to the Board of Directors (hereinafter referred to as “Board” which term shall be deemed to include any Committee
CSC, Pocket 52, CR Park For Paisalo Digital Limited
thereof which the Board may have constituted / reconstituted or hereinafter constitute / reconstitute to exercise
Near Police Station, New Delhi-110019
its powers including the powers conferred by this Resolution), to create/ renew such mortgages, charge(s),
CIN: L65921DL1992PLC120483
hypothecation(s) and floating charges, including existing mortgages, charges and hypothecation created by the Sd/-
Website: www.paisalo.in
Board on behalf of the Company, on such movable and immovable properties of the Company, both present and (MANENDRA SINGH)
Email: [email protected]
future, and in such form and manner as the Board may deem fit, to secure any Indian Rupees or Foreign Currency Company Secretary
Tel :+91 11 43518888
loans and/or the issue of debentures whether partly/fully convertible or non-convertible and/or the issue of rupee/ Membership No.: F 7868
foreign currency convertible bonds and/or advances and/or all other moneys payable by the Company to its lender(s) August 13, 2020
(hereinafter collectively referred to as “Loans”),provided that the total amount of loans, already obtained or to be
obtained from any Financial Institution, Bank, Body Corporate, Company or any other person(s), together with
interest thereon, liquidated damages, commitment charges, premia on pre-payment and other cost and charges
expenses and all other monies payable by the Company in respect of said Loans, shall not at any time exceed an
amount of INR 3600 Crores (Indian Rupees Three Thousand Six Hundred Crores).
RESOLVED FURTHER THAT for the purpose of giving effect to this Resolution the Board be and is hereby authorized
to do all such acts, deeds, matters and things and to give such directions as may be necessary or expedient and
to settle any question, difficulty or doubt that may arise in this regard as the Board in its absolute discretion may
deem necessary or desirable.”
9. To consider and approve the issuance of Non-Convertible Debentures, in one or more series/tranches pursuant to
Section 42 of the Companies Act, 2013 and in this regard, to consider and if thought fit, to pass, with or without
modification(s), the following resolution as a Special Resolution:
“RESOLVED THAT without the prejudice the borrowing power given by the Shareholders under Section 180(1)(c)
of the Companies Act, 2013 to the Board/Committee of the Company, pursuant to the provisions of section 42,
71 and all other applicable provisions, if any, of the Companies Act, 2013 (“the Act”), and rules made there under
(including any statutory modifications, clarifications, exemptions or re-enactment thereof, from time to time),
and pursuant to the provisions of SEBI (Issue and Listing of Debt Securities) Regulations, 2008, as amended up to
date, and other applicable SEBI regulations, circulars and guidelines and subject to rules, regulations, guidelines,
notifications and circulars, if any, issued in this regard by the Reserve Bank of India under the Reserve Bank of India
Act, 1934 and the provisions of the Memorandum of Association and the Articles of Association of the Company
and subject to such applicable laws, rules, regulations, guidelines, consent of the members be and is hereby
accorded to the Board of Directors (hereinafter referred to as “Board” which term shall be deemed to include any
Committee thereof which the Board may have constituted / reconstituted or hereinafter constitute / reconstitute
to exercise its powers including the powers conferred by this Resolution) to offer, issue and allot, in one or more
tranches secured or unsecured, redeemable, Non–Convertible Debentures (“Debentures”) including but not limited
to Subordinated/ Senior, Rated/ Unrated, Listed/ Unlisted, Debentures, Bonds, and/or other debt securities, etc.
10. Pursuant to the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies
1. In view of the massive outbreak of the COVID-19 pandemic, social distancing is a norm to be followed, the Ministry
(Management and Administration) Rules, 2014 (as amended)and Regulation 44 of SEBI (Listing Obligations &
of Corporate Affairs (“MCA”) has vide its circular dated Circular No. 20/2020 dated May 05, 2020 read together
Disclosure Requirements) Regulations2015 (as amended), and the Circulars issued by the Ministry of Corporate
with Circular No. 14/2020 dated April 08, 2020, Circular No.17/2020 dated April 13, 2020, and Circular No. 22/2020
Affairs dated April 08, 2020, April 13, 2020 and May 05, 2020 the Company is providing facility of remote e-voting
dated June 06, 2020 (collectively referred to as “MCA Circulars”), permitted convening the Annual General Meeting
to its Members in respect of the business to be transacted at the AGM. For this purpose, the Company has entered
(“AGM” / “Meeting”) through Video Conferencing (“VC”) or Other Audio Visual Means (“OAVM”), without the physical
into an agreement with National Securities Depository Limited (NSDL) for facilitating voting through electronic
presence of the members at a common venue. In accordance with the MCA Circulars, provisions of the Companies
means, as the authorized agency. The facility of casting votes by a member using remote e-voting system as well
Act, 2013 (‘the Act’) and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
as venue voting on the date of the AGM will be provided by NSDL.
Regulations, 2015 (“SEBI Listing Regulations”), the AGM of the Company is being held through VC / OAVM. The
deemed venue for the AGM shall be the Registered Office of the Company and Subject to receipt of requisite number 11. The voting rights of members shall be in proportion to their shares of the paid-up equity share capital of the Company
of votes, the Resolutions proposed in the Notice shall be deemed to be passed on the date of the Meeting, i.e., as on the cut-off date of Tuesday, September 1, 2020.
Tuesday, September 8, 2020.
12. Any person, who acquires shares of the Company and become member of the Company after dispatch of the notice
2. Company is convening 28thAnnual General Meeting (AGM) through VC / OAVM and no physical presence of members, and holding shares as of the cut-off date i.e. Tuesday, September 1, 2020, may obtain the login ID and password by
directors, auditors and other eligible persons shall be required for this annual general meeting. sending a request at [email protected] or Company’s Registrar and Transfer Agent, M/s Alankit Assignments Limited.
13. A person, whose name is recorded in the register of members or in the register of beneficial owners maintained by
3. A statement pursuant to Section 102(1) of the Act, relating to the Special Business to be transacted at the AGM is
the depositories as on the cut-off date only shall be entitled to avail the facility of remote e-voting as well as voting
annexed hereto.
at the AGM through ballot paper.
4. Generally, a member entitled to attend and vote at the meeting is entitled to appoint a proxy to attend and vote 14. The remote e-voting period begins on Saturday, September 5, 2020 at 9:00 A.M. and ends on Monday, September
on a poll instead of himself and the proxy need not be a member of the Company. Since this AGM is being held 7, 2020 at 5:00 P.M. The remote e-voting module shall be disabled by NSDL for voting thereafter.
through VC / OAVM pursuant to the MCA Circulars, physical attendance of members has been dispensed with.
Accordingly, the facility for appointment of proxies by the members will not be available for the AGM and hence 15. How do I vote electronically using NSDL e-Voting system?
the Proxy Form and Attendance Slip are not annexed hereto. However, the Body Corporates are entitled to appoint
authorised representatives to attend the EGM/AGM through VC/OAVM and participate thereat and cast their votes The way to vote electronically on NSDL e-Voting system consists of “Two Steps” which are mentioned below:
through e-voting. Step 1: Log-in to NSDL e-Voting system at https://www.evoting.nsdl.com/
Step 2: Cast your vote electronically on NSDL e-Voting system.
5. Since the AGM will be held through VC/ OAVM, the route map of the venue of the Meeting is not annexed hereto.
DETAILS ON STEP 1 IS MENTIONED BELOW:
6. Brief details of the Director who is seeking appointment/re-appointment are annexed hereto as per requirements How to Log-in to NSDL e-Voting website?
of Regulation 36(3) of the SEBI (LODR) Regulations, 2015.
i. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.
nsdl.com/ either on a Personal Computer or on a mobile.
7. Pursuant to the provisions of section 91 of the Companies Act, 2013, the register of members and share transfer
books of the Company will remain closed from Wednesday, September 2, 2020 to Tuesday, September 8, 2020, ii. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under
both days inclusive. ‘Shareholders’ section.
iii. A new screen will open. You will have to enter your User ID, your Password and a Verification Code as shown
DISPATCH OF ANNUAL REPORT THROUGH ELECTRONIC MODE: on the screen.
iv. Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at https://eservices.nsdl.
8. In compliance with the MCA Circulars and SEBI Circular dated May 12, 2020, Notice of the AGM along with the
com/ with your existing IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials,
Annual Report 2019-20 is being sent only through electronic mode to all the Members whose names appear on
click on e-Voting and you can proceed to Step 2 i.e. Cast your vote electronically.
the Register of Members / List of Beneficial Owners as received from the Registrar and Share Transfer Agent, the
National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) as on August Your User ID details are given below :
7, 2020 and whose email addresses are registered with the Company/ NSDL/CDSL. Members may note that the Manner of holding shares i.e. Demat (NSDL or Your User ID is:
Notice and Annual Report 2019-20 will also be available on the Company’s website www.paisalo.in, websites of the CDSL) or Physical
Stock Exchanges, i.e., BSE Limited and National Stock Exchange of India Limited at www. bseindia.com and www. a) For Members who hold shares in demat account 8 Character DP ID followed by 8 Digit Client ID
nseindia.com respectively, and the Notice of Annual general Meeting is also available on the website of NSDL (agency with NSDL. For example if your DP ID is IN300*** and Client ID is 12****** then
for providing the Remote e-Voting facility) i.e.www.evoting.nsdl.com.
your user ID is IN300***12******.
9. For receiving all communication (including Annual Report) from the Company electronically: a) Members holding b) For Members who hold shares in demat account 16 Digit Beneficiary ID
shares in physical mode and who have not registered / updated their email address with the Company are requested with CDSL. For example if your Beneficiary ID is 12************** then your user
to register / update the same by writing to the Company with details of folio number and attaching a self-attested ID is 12**************
copy of PAN card at [email protected] or to Registrar and Transfer Agent of the Company M/s Alankit Assignments Limited c) For Members holding shares in Physical Form. EVEN Number followed by Folio Number registered with the company
at [email protected]. b) Members holding shares in dematerialised mode are requested to register / update their
For example if folio number is 001*** and EVEN is 101456 then user
email addresses with the relevant Depository Participant.
ID is 101456001***
A. If you are already registered for e-Voting, then you can use your existing password to login and cast your vote. viii. Once you confirm your vote on the resolution, you will not be allowed to modify your vote.
B. If you are using NSDL e-Voting system for the first time, you will need to retrieve the ‘initial password’ which Process for those shareholders whose email ids are not registered with the depositories for procuring user id and
was communicated to you. Once you retrieve your ‘initial password’, you need to enter the ‘initial password’ password and registration of e mail ids for e-voting for the resolutions set out in this notice:
and the system will force you to change your password.
i. In case shares are held in physical mode please provide Folio No., Name of shareholder, scanned copy of
C. How to retrieve your ‘initial password’? the share certificate (front and back), PAN (self attested scanned copy of PAN card), AADHAR (self attested
scanned copy of Aadhar Card) by email to [email protected].
a. If your email ID is registered in your demat account or with the company, your ‘initial password’ is
communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox. ii. In case shares are held in demat mode, please provide DPID-CLID (16 digit DPID + CLID or 16 digit beneficiary
Open the email and open the attachment i.e. a .pdf file. Open the .pdf file. The password to open the ID), Name, client master or copy of Consolidated Account statement, PAN (self attested scanned copy of
.pdf file is your 8 digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio PAN card), AADHAR (self attested scanned copy of Aadhar Card) to [email protected].
number for shares held in physical form. The .pdf file contains your ‘User ID’ and your ‘initial password’.
16. General Guidelines for shareholders
b. If your email ID is not registered, please follow steps mentioned below in process for those shareholders
whose email ids are not registered. i. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/
JPG Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen signature of the
vi. If you are unable to retrieve or have not received the “ Initial password” or have forgotten your password: duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail to scrutinizer.paisalo@
gmail.com with a copy marked to [email protected].
A. Click on “Forgot User Details/Password?”(If you are holding shares in your demat account with NSDL
or CDSL) option available on www.evoting.nsdl.com. ii. It is strongly recommended not to share your password with any other person and take utmost care to
keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful
B. Physical User Reset Password?” (If you are holding shares in physical mode) option available on www. attempts to key in the correct password. In such an event, you will need to go through the “Forgot User
evoting.nsdl.com. Details/Password?” or “Physical User Reset Password?” option available on www.evoting.nsdl.com to
reset the password
C. If you are still unable to get the password by aforesaid two options, you can send a request at evoting@
nsdl.co.in mentioning your demat account number/folio number, your PAN, your name and your iii. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting
registered address. user manual for Shareholders available at the download section of www.evoting.nsdl.com or call on toll free
no.: 1800-222-990 or send a request at [email protected].
D. Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting
system of NSDL. PROCEDURE FOR JOINING THE AGM THROUGH VC / OAVM:
vii. After entering your password, tick on Agree to “Terms and Conditions” by selecting on the check box. 17. Member will be provided with a facility to attend the AGM through VC/OAVM through the NSDL e-Voting system.
Members may access the same at https://www.evoting.nsdl.com under shareholders/members login by using the
viii. Now, you will have to click on “Login” button. remote e-voting credentials. The link for VC/OAVM will be available in shareholder/members login where the EVEN
of Company will be displayed. Please note that the members who do not have the User ID and Password for e-Voting
ix. After you click on the “Login” button, Home page of e-Voting will open.
or have forgotten the User ID and Password may retrieve the same by following the remote e-Voting instructions
mentioned in the notice to avoid last minute rush. Further members can also use the OTP based login for logging
DETAILS ON STEP 2 IS GIVEN BELOW:
into the e-Voting system of NSDL.
How to cast your vote electronically on NSDL e-Voting system?
18. The Members can join the AGM in the VC/OAVM mode 15 minutes before and after the scheduled time of the
i. After successful login at Step 1, you will be able to see the Home page of e-Voting. Click on e-Voting. Then, commencement of the Meeting by following the procedure mentioned in the Notice. The facility of participation
click on Active Voting Cycles. at the AGM through VC/OAVM is having a capacity to allow participation at least 1000 members on first come first
served basis. This will not include large Shareholders (Shareholders holding 2% or more shareholding), Promoters,
ii. After click on Active Voting Cycles, you will be able to see all the companies “EVEN” in which you are holding
Institutional Investors, Directors, Key Managerial Personnel, the Chairpersons of the Audit Committee, Nomination
shares and whose voting cycle is in active status.
and Remuneration Committee and Stakeholders Relationship Committee, Auditors etc. who are allowed to attend
the AGM without restriction on account of first come first served basis.
iii. Select “EVEN” of company for which you wish to cast your vote.
19. The attendance of the Members attending the AGM through VC/OAVM will be counted for the purpose of reckoning
iv. Now you are ready for e-Voting as the Voting page opens.
the quorum under Section 103 of the Companies Act, 2013.
v. Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares 20. Members are encouraged to join the Meeting through Laptops for better experience.
for which you wish to cast your vote and click on “Submit” and also “Confirm” when prompted.
21. Further Members will be required to allow Camera and use Internet with a good speed to avoid any disturbance
vi. Upon confirmation, the message “Vote cast successfully” will be displayed. during the meeting.
23. Shareholders who would like to express their views/ask questions during the meeting may register themselves as IEPF RELATED INFORMATION:
a speaker by sending their request mentioning their name, demat account number/folio number, email id, mobile
number at [email protected]. Those shareholders who have registered themselves as a speaker will only be allowed to 35. The Company has transferred the unpaid or unclaimed dividends declared up to financial years 2011- 12, from time
express their views/ask questions during the meeting. to time, to the Investor Education and Protection Fund (“IEPF”) established by the Central Government. Details of
dividends so far transferred to the IEPF Authority are available on the website of IEPF Authority and the same can
24. Shareholders who would like to express their views/have questions may send their questions in advance mentioning be accessed through the link: www.iepf.gov.in.
their name demat account number/folio number, email id, mobile number at [email protected]. The same will be replied
by the company suitably. 36. The details of unpaid and unclaimed dividends lying with the Company as on March 31, 2020 are uploaded on the
website of the Company and can be accessed through the website of the Company i.e. www.paisalo.in. Details of
PROCEDURE FOR REMOTE e-VOTING ON THE DAY OF AGM : unpaid and unclaimed dividends up to March 31, 2019 are also uploaded on the website of the IEPF Authority and
can be accessed through the link: www.iepf.gov.in.
25. The procedure for e-Voting on the day of the EGM/AGM is same as the instructions mentioned above for remote
e-voting. 37. Members may note that unclaimed dividends transferred to IEPF Authority can be claimed back from the IEPF
Authority.
26. Only those Members/ shareholders, who will be present in the AGM through VC/OAVM facility and have not casted
their vote on the Resolutions through remote e-Voting and are otherwise not barred from doing so, shall be eligible 38. Due dates for transfer to IEPF, of the unclaimed/unpaid dividends for the financial year 2012-13 and thereafter, are
to vote through e-Voting system in the AGM. as under:
27. Members who have voted through Remote e-Voting will be eligible to attend the AGM. However, they will not be Financial Year Dividend Date of Declaration Due date for transfer in
eligible to vote at the AGM. Declared Per IEPF
Share
28. The details of the person who may be contacted for any grievances connected with the facility for e-Voting on the 2012-13 Re. 1 30-09-2013 06-11-2020
day of the AGM shall be the same person mentioned for Remote e-voting. 2013-14 Re. 1 30-09-2014 06-11-2021
2014-15 Re. 1 30-09-2015 06-11-2022
PROCEDURE FOR INSPECTION OF DOCUMENTS: 2015-16 Re. 1 30-09-2016 06-11-2023
2016-17 Re. 1 26-09-2017 02-11-2024
29. The Register of Directors and Key Managerial Personnel and their shareholding maintained under Section 170 of
the Act, the Register of Contracts or Arrangements in which the directors are interested, maintained under Section 2017-18 Re. 1 29-09-2018 05-11-2025
189 of the Act, and the relevant documents referred to in the Notice will be available electronically for inspection 2018-19 Re. 1 10-08-2019 16-09-2026
by the members during the AGM.
DIVIDEND RELATED INFORMATION
30. All documents referred to in the Notice will also be available electronically for inspection without any fee by the
members from the date of circulation of this Notice up to the date of AGM. Members seeking to inspect such 39. Subject to the provisions of section 126 of the Companies Act, 2013, dividend on equity shares, if declared at the
documents can send an email to [email protected] . Annual General Meeting, will be made to:
31. Members seeking any information with regard to the accounts or any matter to be placed at the AGM, are requested a. all those beneficial owners holding shares in electronic form, as per the beneficial ownership data made available
to write to the Company at least 7 working days through email on [email protected] The same will be replied by the to the Company by National Securities Depository Ltd. (NSDL) and the Central Depository Services (India) Ltd.
Company suitably. (CDSL) as of the close of business hours on Tuesday, September 1, 2020; and
SCRUTINIZER FOR ANNUAL GENERAL MEETING: b. to all those shareholders holding shares in physical form, on the closing hours on Tuesday, September 1, 2020
32. The Board of Directors has appointed Mr. Satish Kumar Jadon, Practising Company Secretary (FCS No. 9512) as the 40. As per the SEBI (LODR) Regulations, 2015, the Company shall use any electronic mode of payment approved by
Scrutiniser for the e-voting process and voting at the venue of the Annual General Meeting in a fair and transparent the Reserve Bank of India for making payment to the Members. Accordingly, dividend, if declared, will be paid
manner. through electronic mode, where the Bank Account details of the Members required for this purpose are available.
Where dividend payments are made through electronic mode, intimations regarding such remittance will be sent
33. The Scrutiniser shall, immediately after the conclusion of voting at the Annual General Meeting, first count the votes separately to the Members. In case where the dividend cannot be paid through electronic mode, the same will be
cast at the meeting, thereafter unlock the votes through e-voting in the presence of at least 2 (two) witnesses, not paid by account payee/not negotiable instruments/warrants with Bank Account details printed thereon. In case
in the employment of the Company and make, not later than 3 (three) days from the conclusion of the meeting, of non-availability of Bank Account details, address of the members will be printed on such payment instruments.
a consolidated Scrutiniser’s report of the total votes cast in favour or against, if any, to the Company, who shall
countersign the same. 41. For enabling the payment of dividend through electronic mode, Members holding shares in physical for are requested
to furnish, on or before Tuesday, September 1, 2020, updated particulars of their Bank Account, to Company/
34. The results declared along with the Scrutiniser’s report shall be placed on the Company’s website www.paisalo. in Registrar and Share Transfer Agent (RTA) of the Company along with a photocopy of a cancelled cheque of the
1 Valid PAN updated in the Company’s Register of Members 7.5% No document required (if no exemption
is sought)
4 Availability of Lower/NIL tax deduction certificate Rate specified in Lower tax deduction certificate obtained from
2 No PAN/Valid PAN not updated in the Company’s Register of 20% No document required (if no exemption issued by Income Tax Department u/s 197 of Income certificate Income Tax Authority.
Tax Act, 1961
Members is sought)
Notes:
3 Availability of lower/nil tax deduction certificate issued by Income Rate specified in Lower tax deduction certificate
Tax Department u/s 197 of Income Tax Act, 1961 the certificate obtained from Income Tax Authority
i. The Company will issue soft copy of the TDS certificate to its shareholders through email registered with
the Company / RTA post payment of the dividend. Shareholders will be able to download the TDS certificate
from the Income Tax Department’s website https://incometaxindiaefiling.gov.in (refer to Form 26AS).
A.2 No Tax Deductible at Source on dividend payment to resident shareholders if the Shareholders submit and
register following documents as mentioned in column no.4 of the below table with the Company / Alankit
ii. The aforesaid documents such as Form 15G/ 15H, documents under section 196, 197A, FPI Registration
Assignments Limited (RTA of the Company):
Certificate, Tax Residency Certificate, Lower Tax certificate etc. can be submitted at [email protected] or ramap@
alankit.com on or before September 1, 2020 to enable the Company to determine the appropriate TDS /
Sr. No Particulars Withholding Documents required (if any)
(1) (2) tax rate (4) withholding tax rate applicable. Any communication on the tax determination/deduction received post
(3) September 1, 2020 shall not be considered.
1 Submission of form 15G/15H Nil Declaration in Form No. 15G (applicable to any
person other than a company or a firm) / Form
15H (applicable to an Individual who is 60 years iii. Application of TDS rate is subject to necessary verification by the Company of the shareholder details as
and above), fulfilling certain conditions. available in Register of Members as on the Record Date, and other documents available with the Company
2 Shareholders to whom section 194 of the Income Nil Documentary evidence that the said provisions / RTA.
Tax, 1961 does not apply such as LIC, GIC, etc. are not applicable.
3 Shareholder covered u/s 196 of Income Tax Act, Nil Documentary evidence for coverage u/s 196 of iv. In case TDS is deducted at a higher rate, an option is still available with the shareholder to file the return of
1961 such as Government, RBI, corporations Income Tax Act, 1961
established by Central Act & mutual funds income and claim an appropriate refund.
46. Securities and Exchange Board of India (“SEBI”) has mandated that securities of listed companies can be transferred Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors of the Company,
only in dematerialised form w.e.f. April 1, 2019. Accordingly, the Company / RTA has stopped accepting any fresh pursuant to the provisions of Section 149 and 161(1) of the Companies Act, 2013 (“the Act”) and the Articles of Association
lodgement of transfer of shares in physical form. Members holding shares in physical form are advised to avail of of the Company, appointed Mr. Raman Aggarwal as an Additional Independent Director of the Company with effect from
the facility of dematerialisation. October 15, 2019. Pursuant to Section 161(1) of the Act, Mr. Raman Aggarwal holds office up to the date of this meeting.
47. Members holding shares in physical mode are: Mr. Raman Aggarwal is not disqualified for being appointed as a Director in terms of Section 164 of the Act and has given
his consent to act as an Independent Director of the Company.
a. required to submit their Permanent Account Number (PAN) and bank account details to the Company / RTA,
if not registered with the Company/ RTA, as mandated by SEBI by writing to the Company at [email protected] or The Company has received a requisite notice in writing from the member under Section 160 of the Companies Act, 2013
to RTA at [email protected] along with the details of folio no., self attested copy of PAN card, bank details proposing candidature of Mr. Raman Agagrwal for the office of Non-Executive Independent Director of the Company.
(Bank account number, Bank and Branch Name and address, IFSC, MICR details) and cancelled cheque.
Details of Mr. Raman Aggarwal are provided in the “Annexure” to the Notice, pursuant to the provisions of (i) the Securities
b. pursuant to section 72 of the Companies Act, 2013, are advised to file nomination in the prescribed Form SH- and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”)
13 with the Company’s share transfer agent. In respect of shares held in electronic/demat form, the Members and (ii) Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India.
may please contact their respective Depository Participants
Therefore, the Board commends the resolution as set out in item no. 5 of the accompanying notice for the approval of the
48. Members holding shares in electronic mode are: Members to appoint Mr. Raman Aggarwal as an Independent Director of the Company for a term of 5 (five) consecutive
years from October 15, 2019.
a. requested to submit their PAN and bank account details to their respective Depository Participants (“DPs”)
with whom they are maintaining their demat accounts. Mr. Raman Aggarwal is interested in the resolution set out at Item No. 5 of the Notice with regard to his appointment.
Relatives of Mr. Raman Aggarwal may be deemed to be interested in the resolution to the extent of their shareholding, if
b. advised to contact their respective DPs for registering nomination. any, in the Company. Save and except the above, none of the other Directors / Key Managerial Personnel of the Company
/ their relatives are, in any way, concerned or interested, financially or otherwise, in the resolution.
49. Non-Resident Indian members are requested to inform RTA / respective DPs, immediately of:
ITEM NO. 6
a. Change in their residential status on return to India for permanent settlement.
Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors of the Company,
b. Particulars of their bank account maintained in India with complete name, branch, account type, account pursuant to the provisions of Section 149 and 161(1) of the Companies Act, 2013 (“the Act”) and the Articles of Association
number and address of the bank with pin code number, if not furnished earlier. of the Company, appointed Mrs. Nisha Jolly as an Additional Independent Director of the Company with effect from May
30, 2020. Pursuant to Section 161(1) of the Act, Mrs. Nisha Jolly holds office up to the date of this meeting.
Mrs. Nisha Jolly is not disqualified for being appointed as a Director in terms of Section 164 of the Act and has given her
consent to act as an Independent Director of the Company.
The Company has received a requisite notice in writing from the member under Section 160 of the Companies Act,
2013 proposing candidature of Mrs. Nisha Jolly for the office of Non-Executive Independent Director of the Company.
Details of Mrs. Nisha Jolly are provided in the “Annexure” to the Notice, pursuant to the provisions of (i) the Securities
and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”)
and (ii) Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India.
Therefore, the Board commends the resolution as set out in item no. 6 of the accompanying notice for the approval of
the Members to appoint Mrs. Nisha Jolly as an Independent Director of the Company for a term of 5 (five) consecutive
years from May 30, 2020.
As per the provisions of Section 180 (1) (c) of Companies Act, 2013, the Board of Directors of the Company cannot, except The Board of Directors recommends the Special Resolution set out in Item No. 9 of the accompanying notice for approval
with the consent of the members by way of Special Resolution, borrow money, apart from temporary loans obtained of the members.
from the Company’s bankers in the ordinary course of business, in excess of the aggregate of the paid-up capital, free
reserves and securities premium of the Company. None of the Directors or Key Managerial Personnel of the Company or their relatives is /are concerned or interested,
in any manner in the passing of proposed Resolution set out at Item No. 9 of the Notice, except to the extent of their
Accordingly, the consent of the members by way of Special Resolution under Section 180 (1) (c) of Companies Act, 2013 share/debenture holding in the Company, if any.
is sought for authorizing the Board of Directors of the Company to borrow monies which may exceed at any time the
aggregate of the paid-up capital of the Company, its free reserves and securities premium (that is to say, reserves, not
set apart for any specific purpose) but not exceeding an amount of INR 3,600 Crores (Indian Rupees Three Thousand
Six Hundred Crores). Registered Office: By Order of the Board of Directors
CSC, Pocket 52, CR Park For Paisalo Digital Limited
The Board of Directors accordingly recommends the Special Resolution set out at Item No. 7 of the accompanying
Near Police Station, New Delhi-110019
notice for approval of the members.
CIN: L65921DL1992PLC120483
Sd/-
None of the Directors or Key Managerial Personnel of the Company or their relatives is/are concerned or interested, Website: www.paisalo.in
Email: [email protected] (MANENDRA SINGH)
in any manner in the passing of proposed Resolution set out at Item No. 7 of the Notice, except to the extent of their
Tel :+91 11 43518888 Company Secretary
shareholding in the Company, if any.
Membership No.: F 7868
August 13, 2020
ITEM NO. 8
According to the provisions of Section 180(1)(a) of Companies Act, 2013, the Board of Directors can exercise its powers
to create/renew charges, mortgages, hypothecations and floating charges on immovable or movable properties of
the Company to secure its borrowings, only with the consent of the members obtained by way of Special Resolution.
Therefore, the Board of Directors of the Company seeks the consent of the members by way of Special Resolution under
Section 180 (1) (a) of Companies Act, 2013, to empower the Board to create/ renew charges, mortgages, hypothecations
and floating charges on the immovable and movable properties of the Company to secure the borrowing of the Company.
The Board of Directors recommends the Special Resolution set out in Item No. 8 of the accompanying notice for approval
of the members.
None of the Directors or Key Managerial Personnel of the Company or their relatives is/are concerned or interested,
in any manner in the passing of proposed Resolution set out at Item No. 8 of the Notice, except to the extent of their
shareholding in the Company, if any.
ITEM NO. 9
In order to augment resources for business operation of the Company, it may invite subscription for secured/unsecured
Non-Convertible Debentures (NCDs), in one or more series /tranches on Private Placement basis. The NCDs proposed
to be issued, may be issued either at par or at premium or at a discount to face value and the issue price (including
premium, if any) shall be decided by the Board on the basis of interest rate/effective yield determined, based on market
conditions prevailing at the time of the issue.
The provisions of Section 42 of the Companies Act, 2013 read with Rule 14 (2) of Companies (Prospectus and Allotment
Shareholding in the Company as on March 31, 2020 Nil Remuneration last drawn (FY 2019-20) Nil (for details, please refer the Corporate Governance
Report)
Relationship with other Directors / Key Managerial No Relationship with other Directors/ Key Managerial
Personnel Personnel Remuneration proposed to be paid Nil (Sitting Fee shall be paid)
Number of meetings of the Board attended during the Five Date of first appointment on the Board October 15, 2019
financial year (2019-20)
Shareholding in the Company as on March 31, 2020 Nil
Directorships of other Boards as on March 31, 2020 Nupur Finvest Pvt. Ltd. (Wholly owned Subsidiary of the Relationship with other Directors / Key Managerial No Relationship with other Directors/ Key Managerial
Company) Personnel Personnel
Membership / Chairmanship of Committees of other Nupur Finvest Pvt. Ltd. Number of meetings of the Board attended during the Three
Boards as on March 31, 2020 Audit Committee - Chairman financial year (2019-20)
Assets and Liabilities Management Committee- Chairman Directorships of other Boards as on March 31, 2020 Emerald Leasing Finance and Investment Company Limited
Nomination and Remuneration Committee-- Member Association of Leasing and Financialservices Companies
Finance Industry Development Council
Experience (including expertise in specific She is a retired Banker. She joined Punjab National Bank in
functional area) / Brief Resume 1976, as Management Trainee & got retired in 2012 as Chief
Manager.
Terms and Conditions of Re-appointment As per the resolution at Item No. 6 of the Notice convening
this Meeting read with explanatory statement thereto, Mrs.
Nisha Jolly is proposed to be appointed as a Non-Executive
Independent Director, not liable to retire by rotation.
Relationship with other Directors / Key Managerial No Relationship with other Directors/ Key Managerial
Personnel Personnel
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