JAIN SONS FINLEASE LIMITED NOTICE Notice is hereby given that the Seventeenth Annual General Meeting of Jain Sons Finlease Limited ‘will be held on Wednesday, the 27" day of May, 2015 at 3.00 pm at the Registered Office of the ‘Company at 4 Floor, Building 8-2-682/1, Banjara Hills Road no, 12, Hyderabad - 500034, Andhra Pradesh, to transact the following business: ‘ORDINARY BUSINESS: 1. Adoption of Audited Annual Accounts for the year ended as on 31-Mar-2015: To recelve, consider and adopt the Audited Balance Sheet as at 31-Mar-2015 and the Statement of Profit and Loss for the year ended on that date and the Reports of the Directors’ and Auditors’ thereon, 2. Re-appointment of Mr. Vineet Chandra Rai, Chairman of the company, who retires by rotation: To appoint a Director in place of Mr. Vineet Chandra Rai (DIN: 00606290), Chairman of the company, who retires by rotation and being eligible, offers himself for re-appointment. 3. Re-appointment of Mr, Pradeep Pursnani, Nominee Director of the company, who retires by rotation: To appoint a Director in place of Mr. Pradeep Pursnani (DIN: 06563785), Nominee Director of the company, who retires by rotation and being eligible, offers himself for re appointment. 4. Noting of interim Dividend: To take note of Interim Dividend declared and paid at the rate of 0.001% per annum for the financial year 31-Mar-2015 to all Non-Cumulative Compulsorily Convertible Preference Shareholders of the company. 5. Confirmation and ratification of the re-appointment of M/s. Walker Chandiok & Co LLP (having Firm Registration Number: 001076N), Statutory Auditors and fixing of their remuneration: ‘To consider and if thought fit to pass with or without modiication(s) the following resolution ‘a5 an Ordinary Resolution: “RESOLVED THAT pursuant to the provisions of section 139 and any other applicable provisions, f any, of the Companies Act, 2013 and the Rules framed thereunder, as amended from time to time, the re-appointment of M/s. Walker Changiok & Co LLP, Chartered Accountants (having Firm Registration Number: O01076N) as Statutory Auditors of the Company from the conclusion of this Annual General Meeting till the conclusion of next Annual general meeting of the company be and is hereby confirmed and ratified by the members of the company at such remuneration plus service tax, out-of-pocket, travelling ‘and living expenses, etc., as may be mutually agreed between the Board of Directors of the Company and the Statutory Auditots RESOLVED FURTHER THAT the Board or Mr. Chirag Desal, Company Secretary of the company, be and are severally hereby authorized to do ail such acts, deeds, matters and things as may be considered necessary, desirable or expedient for the purpose of giving” effect to this resolution.” Regd. Office : 4th Floor, Building 8-2-82/1. Banjara Hills Road No: 12, Hyderabad ~ 500034, India Tol: +91-40-4030 0200, Fax; +91-40-4030 0275. Mumbai Office: 196, Techniptex-It IT Park, 6th Floor, Off Veer Savarkar Flyover, Goregaon (W), Mumbai - 400 062, India Tet: -91-22-6195 2700, Fax: +91-22-6195 2702, CIN : UE5910AP1998PLCOB894 1, www.intellogrow.com‘SPECIAL BUSINESS: 6 2 Appointment of Ms. Bhama Krishnamurthy as an Independent Director of the Company: To consider and if thought fit to pass with or without madification(s) the following resolution as an Ordinary Resolution: “RESOLVED THAT pursuant to the provisions of Sections 149, 150, 452 and other apalicabie provisions of the Companies Act, 2023 ("Act") and Rule 4 of the Companies (Appointment and Qualification of Directors) Rules, 2014 {"@ules”) read with Schedule IV to Act and other applicable provisions of Act and Rules and other rules made pursuant to Act {including any statutory modification(s} or re-entactment thereof for the time being in force) and any other law for the time being in force, if applicable, Ms. Bhama Krishnamurthy (holding DIN: 02196839}, Additional (Independent) director of the Company, in respect of whom the Company has received a notice in writing from a member proposing her candidature for the office of director and who has submitted a declaration that she meets the criteria for independence as prescribed under Section 149 of the Companies Act, 2013 and who fs eligible for appointment, be and is hereby appointed a5 an Independent director of the Company with effect from 27-May-2015 to hold office for five consecutive years for a term up to 26-May-2020. RESOLVED FURTHER THAT the Board or Mr. Chirag Desai, Company Secretary of the company, be and are severally hereby authorized to do all such acts, deeds, matters and things as may be considered necessary, desirable or expedient for the purpose of giving effect to this resolution” Regularization of appointment of Ms. Anuradha Ramachandran, Additional (Nominee) Director of the company as a Nominee Director: ‘To consider and if thought fit to pass with or without modification(s) the following resolution, a5 an Ordinary Resolution: “RESOLVED THAT pursuant to Sections 152 and 160 of the Companies Act, 2013 (“Act”) and ‘the Companies (Apgointment and Qualification of Directors) Rules, 2014 and such other ‘applicable provisions, rules as may be applicable (including statutory modification(s) or re- ‘enactment(s) thereof for the time being in force) and any other law for the time being in force, if applicable, Ms. Anuradha Ramachandran (holding DIN: 01983108), whose term of office 3s an additional {nominee} director, pursuant to erstwhile Section 260 of the ‘Companies Act, 1956, expires at this Annual General Meeting and in respect of whom the ‘Company has received a notice under Section 160 of the Companies Act, 2013 proposing her candidature for the office of a nominee director, be and is hereby appointed as 3 nominee director of the Company. RESOLVED FURTHER THAT the Board or Mr. Chirag Desai, Company Secretary of the company, be and are severally hereby authorized to do all such acts, deeds, matters and things as may be considered necessary, desirable or expedient for the purpose of gi effect to this resolution.” Issue and Offer of Equity Shares of the company on a Private Placement basis: This is part of existing employee compensation plan. To consider and if thought fit to pass. with or without modification(s) the following resolution as a Speciat Resolution:“RESOLVED THAT in accordance with the provisions of Section 42, 62 and other applicable provisions, if any, of the Companies Act, 2013 (“Act”) Rule 14 of Companies (Prospectus and Allotment of Securities) Rules, 2014 (Including any statutory modification thereto or re- ‘enactment thereof for the time belng in force), and the Articles of Association of the ‘Conipany and the regulations/guidelines, if any, prescribed by any relevant authorities from time to time, to the extent applicable and subject to such other approvals, permissions and sanctions, as may be necessary and subject to such conditions and modifications as may be considered necessary by the Board of Directors (hereinafter referred to as the “Board” ‘which term shall be deemed to include any Committee thereof for the time being exercising the powers conferred on the Board by this Resolution) or as may be prescribed or imposed while granting such approvals, permissions and sanctions which may be agreed to by the Board, the consent of the Company be and is hereby accorded to create, offer, issue and allot upto 1,50,000 Equity Shares of Rs 10/- (Rupees Ten only) each at par, on a private placement basis, to such person or persons and in such proportion and on such terms and conditions as set out in the Explanatory Statement annexed to the Notice convening this meeting. RESOLVED FURTHER THAT in accordance with provisions of Section 43 of the Act, the Equity shares to be issued and allotted shall rank pari-passu with the existing Equity Shares of the ‘company in all respects. RESOLVED FURTHER THAT the Goard or Mr. Chirag Desai, Company Secretary of the company, be and are severally hereby authorized to do all such acts, deeds, matters and things as may be considered necessary, desirable or expedient for the purpose of giving effect to this resolution.” Re-Appointment of Sanjib Kumar Jha as a Director & CEO of the company: To consider and if thought fit to pass with or without modification(s} the following resolution 25 @ Special Resolution: “RESOLVED THAT pursuant to the provisions of Sections 196, 197, 203 and Schedule V and all other applicable provisions of the Companies Act, 2013 read with Companies {Appointment and Remuneration of Managerial Personnel) Rules, 2014 {including any statutory modifications) or re-enactment thereof for the time being in force), the re appointment of Mr. Sanjib Kumar Jha as 2 Director & CEO of the Company for a period of 3 (three) years w.e.f. 26-Mar-2015 be and is approved on the following terms and conditions: Si No: [Particulars Composition + | Fixed Salary s.50,00,000/- per annum with an increase which may be decided by the Board of Directors from time to time within the limits, as specified in Schedule V of the Companies Act, 2013. 2_| Performance linked variable | Upto 50% of fixed amount pay 3 [accommodation Free Furnished Accommodation 4 | Mediclaim coverage ‘As per rules of the Company's scheme 5 _| Leave Encashment ‘As per rules of the Company's scheme 6 _ | Provident Fund ‘As per rules of the Company's scheme 7 | Telephone expense ‘As per rules of the Company's scheme reimbursement10. RESOLVED FURTHER THAT in the event of absence or inadequacy of profits in any financial year during the currency of tenure of service of Mr. Sanjib Kumar Jha, as a Director & CEO of. the Company, the pay:nent of salary, perquisites and other allowances as approved by this, resolution shall be payable as minimum remuneration. RESOLVED FURTHER THAT Mr. Vineet Chandra Rai, Chairman of the Company be and is hereby authorised to enter into an agreement /Issue a letter for appointment and increase in remuneration and to do all such acts, deeds, maiters and things as may be considered necessary, desirable or expedient for the purpose of giving effect to this resolution, RESOLVED FURTHER THAT the Board or Mr, Chirag Desai, Company Secretary of the company, be and are severally hereby authorized to do all such acts, deeds, matters and ‘things as may be considered necessary, desirable or expedient for the purpose of giving effect to this resolution.” Revision in remuneration payable to Mr. Sanjib Kumar Jha, Director & CEO of the company: To consider and if thought ft to pass with or without motification(s} the following resolution asa Special Resolution: “RESOLVED THAT pursuant to the provisions of Sections 196, 197, 208 and Schedule V and all other applicable provisions of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (induding any statutory modification(s} or re-enactment thereof for the time being in force), the revision in remuneration payable to Mr. Sanjib Kumar Jha, Director & CEO of the Company for the remaining period of his tenure w.ef 01-Dec-2014 as detailed below be and is hereby approved: i.e. | Particulars ‘Composition: 1 | Fixed Salary Rs.55,00,000/- per annum with an increase ‘which may be decided by the Board of Directors, from time to time within the limits, as specified in Schedule V of the Companies Act, 2013. 2 _| Performance linked variable | Upto 50% of fixed amount pay 3” | Accommodation Free Furnished Accommodation 4" [ Mediciaim coverage ‘As pet rules of the Company's scheme S| Leave Encashment ‘As per rules of the Company's scheme 6 _| Provident Fund ‘AS per rules of the Company's scheme 7 [Telephone expense ‘AS per rules of the Company's scheme reimbursement RESOLVED FURTHER THAT in the event of absence or inadequacy of profits in any financial year during the currency of tenure of service of Mr. Sanlib Kumar Jha, as Director & CEO of the Company, the payment of salary, perquisites and other allowances as approved by this. sesolution shall be payable as minimum remuneration. RESOLVED FURTHER THAT Mr. Vineet Chandra Rei, Chairman of the Company be and is, hereby authorised to enter into an agreement /issue a letter for appointment and increase in remuneration and to do ali such acts, deeds, matters and things a5 may be considered necessary, desirable or expedient for the purpose of giving effect to this resolution.4. RESOLVED FURTHER THAT the Board or Mr. Chirag Desai, Company Secretary of the company, be and are severally hereby authorized to do all such acts, deeds, matters and things as may be considered necessary, desirable or expedient for the purpase of giving, ‘effect to this resolution.” Authorisation to the Board of Directors to mortgage, create charge on all or any of the assets of the Company: ‘To consider and if thought fit to pass with or without modification(s) the following resolution 35 a Special Resolution: “RESOLVED THAT consent of the members of the campany be and is hereby accorded pursuant to section 180(3)(a) and other applicable provisions if any, of the Companies Act, 2013, to the Board of Directors of the Company te pledge, mortgage and/or charge in all or any part of the moveable or immovable properties of the Company and the whole or part of the undertaking of the Company of every nature and kind whatsoever and/or creating a floating charge in all or any movable or immovable properties of the Company and the whole of the undertaking of the Company to or In favour of Banks, Financial lastitutions, any other lenders or debenture trustees to secure the amount borrowed by the Company or any ‘third party from time to time for the due payment of the Principal together with interest, charges, costs, expenses and all other monies payable by the Company or any third party in respect of such borrowings provided that the maximum extent of the indebtedness secured by the properties of the Company does aot exceed Rs.300,00,00,000/- (Rupees Three Hundred Crore only) at any time. RESOLVED FURTHER THAT the Board or Mr. Chirag Desai, Company Secretary of the company, be and are severally hereby authorized to do all such acts, deeds, matters and things as may be considered necessary, desirable or expedient for the purpose of giving effect to this resolution.” Borrowing Limits under section 180(1) {c} of the Companies Act, 2013: ‘To consider and if thought fit to pass with or without modification(s) the following resolution a8 a Special Resolution: "RESOLVED THAT pursuant to the provisions of Section 180(1)(c) and other applicable provisions, if any, of the Companies Act, 2013 (“the Act”) read with Companies (Meeting of Board and its Powers) Rules 2014 (including any statutory modification|s) or re-enactments) thereof for the time being in force), and the Articles of Association of the Company ané subject to such approvals, sanctions and consents (hereinafter referred to as the “Approvats”) as may be required from such authorities and institutions or bodies and such conditions as may be prescribed by any of them while granting such approval, which may be agreed to, in its sole discretion, by the Board of Directors of the Company (hereinafter referred to as “the Board” which term shall be deemed to include any Committee(s} constituted/to be constituted by the Board to exercise its powers induding powers conferred by this resolution and/or be duly authorised persons thereof for the tome being. ‘exercising the powers conferred on the Board by this resolution), consent of the members of the Company be and is hereby accorded to the Board to borrow is any manner from time to ‘time any sum or sums of moneys at its discretion on such terms and conditions as the Board Tay deem fit, notwithstanding that the moneys to be borrowed by the Company together with the moneys iready borrowed or to be borrowed (apart from temporary loans and other credit facilities obtained or to be obtained from the Company's bankers in the ordinarycourse of its business), whether secured or unsecured, will or may exceed the aggregate of the paid up capital and free reserves that is to say, reserves not set apart for any specific Purpose, provided that the maximum amount of money so borrowed and outstanding at any ‘one time shall not exceed the sum of Rs.300,00,00,000/- (Rupees Three Hundred Crore. only). RESOLVED FURTHER THAT the Board or Mr. Chirag Desai, Company Secretary of the ‘company, be and ara severally hereby authorized to do all such acts, deeds, matters and things as may be considered necessary, desirable or expedient for the purpose of giving effect to this resolution.” 13. Approval of Capital Advisory Contract to be entered with Intellecap Advisory Services Private Limited: To consider and if thought fit © pass with or without modification(s) the following resolution a5 a Special Resolution: “RESOLVED THAT pursuant to Section 188 and any other applicable provisions of the Companies Act, 2023, consent of the members of the Company be and is hereby accorded to the Board of Directors of the Company ta enter into a ‘Capital Advisory Contract’ for raising ‘equity / quasi equity capital or debt through Investor(s) to expand business and / or provide ‘exit to the existing investor of the Company with Inteliecap Advisory Services Private Limited, a Company in which Ms. Swati Rai, wife of Mr. Vineet Chandra Rai, Chairman of the Company is interested as shareholder and Mr. Anurag Agrawal, Director of the Company is interested as shareholder in the said intellecap Advisory Services Private Limited, for a period of one year commencing from 27-May-2015 on such terms and conditions as ‘mentioned in the said draft contract, RESOLVED FURTHER THAT the draft ‘Capital Advisory Contract’, as placed before the ‘meeting and initialled by the Chairman for the purpose of identifications be and is hereby ‘approved. RESOLVED FURTHER THAT the Board or Mr. Chirag Desai, Company Secretary of the company, be and are severally hereby authorized to do all such acts, deeds, matters and ings 25 may be considered necessary, desirable or expedient for the purpose of giving effect to this resolution.” By Order of the Board of Directors es ot rag Desai Company Secretary (Membership No.: 422880) Hyderabad, 27" May, 2015 Registered Office: 4" Floor, Bullding 8-2-682/3, Banjara Hills Road no. 12, Hyderabad - 500034, Andhra Pradesh, CIN: Ues920API99BPLCOBE94Notes: The relative Explanatory Statement pursuant to section 102 of the Companies Act, 2013 {Act) in respect of the business under Item Nos. § to 13 of the Notice, is annexed hereto. ‘A Member entitled to attend and vote at the Annual General Meeting (AGM) is entitled to appoint a proxy to attend and vote instead of himse'f and the proxy need not be a Member of the Company. The instrument appointing the proxy, in order to be effective, must be deposited at the Company's Registered Office, duly completed and signed, not less than FORTY-EIGHT HOURS before the meeting. Proxies submitted on behalf of limited companies, ete, must be supported by appropriate resotutions/authority, as applicable 1m case of joint holders attending the meeting, the Member whose name appears as the first holder in the order of names as per the Register of Members of the Company will be entitled tovete. ‘Members seeking any information with regard to the Accounts, are requested to write to the Company at an early date, so as to enable the Management to keep the information ready at the meeting. By Order of the Board of Directors ro rag Desai Company Secretary {Membership No: 422880) Hyderabad, 27" May, 2015 Registered Office: 4" Floor, Building 8- -682/1, Banjara Hills Road no. 12, Hyderabed - 500034, Andhra Pradesh, ‘CIN: Us5910APi998PLCOSBS1Explanatory Statement (Pursuant to section 102 of the Companies Act, 2013) ‘As required by section 102 of the Companies Act, 2013 (Act), the following explanatory statement sets out ali material facts relating to the business mentioned under Item Nos. 5 to 13 of the ‘accompanying Notice: tern No, 5 ~ Ratification of re-appointment of Statutory Auditor: ‘This explanatory statement is provided though strictly not required as per section 102 of the Act. M/s. Welker Chandiok & Co LLP, Chartered Accountants (Firm Registration Number 001076N) has been appointed as Statutory Auditors of the Company in the Annual General Meeting held on 29- Sep-2014 for the period of wo years to hold office from the conclusion of Sixteenth Annual General ‘Meeting tll the conclusion of the Eighteenth Annual General Meeting to be held in the year 2016 (Gubject to the ratification of their appointment at Annual General Meeting). In view of the above, M/s. Walker Chandiok & Co LLP, being eligible for re-appointment and based ‘on the recommendation of the Audit Committee, the Board of Directors has, at its meeting held on 27-May-2015, proposed the ratification of re-appointment of M/s. Walker Chandiok & Co LLP, Chartered Accountants (Firm Registration Number 001076N} as the statutory auditors of the Company from the conclusion of this Annual General Meeting tll the conclusion of the Eighteenth Annual General Meeting of the Company to be held in the year 2016. ‘The Board recommends the Resolution at Item No. 5 for approval by the Members. None of the Directors, Key Managerial Personnel of your Company or their relatives are concerned, or interested in the said resolution. tem No. 6 Appointment of Ms. Bhama Krishnamurthy as an independent directo Ms. Bhama Krishnamurthy was appointed as an Additional (Independent) Director of the company on 27-May-2015. The Nomination and Remuneration Committee has recommended the appointment of Ms. Bhama krishnamurthy, as an Independent Director from 27-May-2015 upto 26-May-2020. Ms, Bhama Krishnamurthy was Country Head and Chief Generel Manager of SIDBI (retired on 31- ec-2014). She is M. Se. From Mumbai University. She has over 35 years of experience in IDBI (now IDB! Bank) and SIDB!, an Apex Development Bank for MSMEs in india covering almost all areas of development banking operations viz., Resource Ralsing and Management, (Rupee and Forex), Integrated Treasury operations, Credit Dispensation and tManagement, Risk management, Management of Associates end Subsidiaries, etc. not only from policy perspectives but implementation aspects, besides direct crecit functions including as Head of Branch operations and member of various credit committees. She had also handled Human Resources Developnient division covering recruitment, training and promotion aspects. Over the years, she was associated ‘with not only framing policy documents for the Bank, viz. Investment Policy, ALM Policy, Loan Policy, ‘and Internal Control Guidelines for Derivatives ete., But also piloting such policy papers in the Board for adoption through articulation of subtle changes brought in. Closely dealt with Multilateral and Bilateral Intemational Agencies in close coordination with Govt of india.She had served as Nominee Director on the Boards of State Financial Corporations, viz: Karnataka State Financial Corporation (KSFC), The Tamilnadu Industrial Investment Corporation (THIC) and, ‘Andhra Pradesh State Financial Corporation (APSEC} and was instrumental in bringing in several policy changes. Presently, Ms. Bhama Krishnamurthy is associated with the following companies/funds: SI.No._| Name of the Companies Designation Z| Ufivan Financial Services Private Limited Nominee Director 2___| SIDBI Venture Capita Limited ‘Additional Director 3___| Ladderup Finance Limited ‘Additional Director ‘4 | tbat Capital Market Services Limited ‘Additional Director 5_____| Reliance Industrial infrastructure Limited ‘Additional Director 6 | Amtek ina Limited ‘Additional Director 7 __|JMT Auto Limited ‘Additional Director In terms of Section 149 and other applicable provisions of the Companies Act, 2013, Ms. Bhama Krishnamurthy being eligible and offering himself for appointment is proposed to be appointed as an independent director for five consecutive years for a term upto 26-May-2020. A notice has been received from 2 member proposing Ms. Bhama Krishnamurthy as a candidate for the affice of director of the Company. Inthe opinion of the Board, she fulfils the conditions specified in the Companies Act, 2018 and rules made thereunder for her appointment 2s an independent director of the Company and that she is independent of the management, Copy of the draft letter of appointment of Ms. Shama Krishnamurthy as an independent director setting out the terms and conditions would be available for inspection without any fee by the members at the Registered Office of the Company during normal business hours on any working day, excluding Saturday. ‘The Board considers that her association would benefit the Company and itis therefore desirable to avail services of Ms. Bhama Krishnamurthy as an independent director. The Board recommends the resolution in relation to appointment of Ms. Bhama Krishnamurthy as an independent director as set ‘out at Item No, 6, for the approval by the shareholders of the Company. Except, Ms, Bhama Krishnamurthy, none of the Directors, Key Managerial Personnel of your Company or their relatives are concerned or interested in the said resolution, ltem No. 7 — Appointment of Ms, Anuradha Ramachandran as @ nominee director: Ms. Anuradha Ramachandran was appointed as Additional (Nominee) Director of the company, as 2 nominee of M/s. Omidyar Network w.e-. 26-Mar-2015. Ms. Anuradha Ramachandran received an. MBA in finance and a BS in physics from Madural Kamaraj University. She brings extensive ‘experience in early-stage venture capital to her role at Omidyar Network. She leads investments in medical technology and healthcare initiatives that bring critical services to millions of indians who lack access to reliable, quality care. She also invests in education sector opportunities with a focus ‘on organizations working to foster a better education ecosystem in tadia, Prior to joining Omidyar Network in early 2012, she spent seven years at Venture East, an early-stage venture capital fund. While there, she made many successful investments across sectors spanning dlean tech, enterprise software, IT services, financial indusion, supply chain, and eroup buying. Previously she was an investment banker at Lazard India where she focused on the life sciences andconsumer products sector. She also served in various M&A, business development, and corporate strategy roles at UTV Interactive and Cadila Pharmaceuticals. She began her career as a principal ‘correspondent on the corporate reporting and equity analysis team for one of India’s leading business dailies, The Financial Express Pursuant to the provisions of section 161 of the Companies Act, 2023, Ms. Anuradha Remachanéran hold office as such upto the date of this Annual General Meeting. The Company has received notice along with requisite deposit from a member under section 160 of the Companies Act, 2013 proposing her candidature for the office of Nominee Director. ‘The Board recommends the Ordinary Resolution as set out at itern no. 7 of the notice for approval of the Members. Except, Ms. Anuradha Ramachandran, none of the Directors, Key Managerial Personnel of your ‘Company or their relatives are concerned or Interested in the said resolution. Item No. 8 - Issue and Offer of Equity Shares on a Private Placement basis: Pursuant to section 62 of the Companies Act, 2013 read with the Companies (Share Capital & Debentures) Rules, 2014, provides, inter-alia, that whenever it is proposed to increase the subscribed capital of a company by issue of further shares, such shares may be offered to any persons whether or not those persons are holders of the equity shares of the company or employees ‘of the company, if authorized by way ofa Special Resolution Furthermore, as per section 42 of the Act, read with the Rules framed there under, a company offering or making an invitation to subscribe to securities on a private placement basis, is required to ‘obtain the prior approval of the Shareholders by way of Special Resolution, for each of the offers and invitations. ‘The Board of Directors on 26-Mar-2015, subject to approval of the shareholders of the company, has. approved the following proposal for issue of equity shares on preferential basis, SkNo. |. tame of employed ae Key Mafiagerial Personnel 1 Nitin Agrawal ,00,000 | Yes, as CFO z Rajan uneja '35,000 | Not Applicable 3 Pratik Mandvia 7,800 | Not Appicable 4 Ruchir Shah 7,500 | Not Applicable TOTAL 150,000 ‘The information, required to be mentioned in the explanatory statement as per the companies act, 2013 are as follows:- 1. Object of the issue: To offer selected employees opportunity to own shares in the company asa reward for extraordinary commitment shown by them, 2. Total Number of shares to be issued: 1,50,000 Equity Shares of Rs 10/- (Rupees Ten only) each. The price or price band at/within which ellotment is proposed: at par (Rs.10 per share) 4, Basis on which the price has been arrived at along with the report of the registered valuer: The shares are being Issued at par with a view that some part of consideration should come from the employee instead of issuing them without any consideration. This issuance is part of the pool of 840,889 shares approved to be allotted under the share based employee compensationplan. Of those, 5,60,000 shares are already allotted to the CEO, Mr Sanjib Jha at NIL Consideration. The balance 280,889 was to be ailotted to employees based on recommendation of the CEO and approval ofthe Board. The same is being proposed to be allotted at par now. 5, Relevant date with reference to which the price has been arrived at: 10-Mar-2015, 6. The class ar classes of persons to whom the allotment is proposed to be made: Employees and Key Managerial Personnel 7. Intention of promoters, directors or key managerial personnel to subscribe to the offer: Promoters / Directors of the Company are not intending to participate/subscribe to the present offer. Mr. Nitin Agrawal, a Key Managerial Personnel is intending to participate/subscribe to the present offer. 8, The proposed time within which the allotment shall be completed: The Company will complete the issue & allotment of Equity Shares within a period of 60 days from the date of receipt of the share application money received from the applicant. 9. The names of the proposed atlottees and the percentage of post preferential offer capital that may be held by them: The name of the proposed allottees and the percentage of post preferential offer capital that may be held by them are as follows ‘SI. No. } Name of the Proposed Allottees: Preissue: ~Post-issue: Preissue | %to Total |: Postissue | % to Total Shares |’ Holding. | Shares Held | “Holding tield Z 1 | Mir. Nitin Agrawal | 0.00% | 1,090,000; 0.91% 2___| Mr. Rajan Junela ‘301 | o.0ax | ~ “aa,o01 | _o.40% 3 | Mr. Pratik Mandvia 2,000 | 0.029% 9,500 0.09% 4 Mr, Ruchir Shah 5,000 0.05% 12,500. 0.11% 10. The change in control, if any, in the company that would occur consequent to the private placement offer: NONE (There will not be any change in the management control of the Company on account of this proposed private placement allotment except minor change in the shareholding pattern as well as voting rights) 11. The number of persons to whom allotment on preferential basis have already been made during the year, in terms of sumber of securities as well as price: During the year, no shares has been allotted on preferential basis 12. The justification for the sllotment proposed to be made for consideration other than cash together with valuation report of the registered valuer: Not Applicable, 13._The pre issue and post issue shareholding pattern of the company ere as follows: Category] Category of Shareholder Preissue, Post issue Code | Preissue’ | %toTotal |” Postissue | Yeto Total : Shares Held | Holding | Shares Held..|_ Holding -| A__| Promoter's holdin 7 (india Individuat 310,001 [8.41% | 910,001 |__8.30% Bodies Corporate 59,99,995 | 55.47% | _59,99,995 | $4.70%Sub Total 69,09,996 [63.80% | “69,09,996 | 62.99% 2” [Foreign Promoters oO} 0.00% - 0.00% ‘Sub Total (A) 65,09,996 | 63.28% | 69,09,996 | 62.99% B__| Non-Promoter’s Holding: 1__| Institutional Investors oO} 0.00% = 0.00% 2 | Non-institution: Private Corporate Bodies 10,00,000 |9.24% | i0,00,000 |" 9.12% Directors and Relatives 75,001 | 0.69% 75,001 | _0.68% Indian Public 743,000] 1.31% | 293,004 | 2.67% ‘Others: Foreign Bodies 726,91,347 | 24.88% | 2691347 | 24.54% Corporate Sub Total (6) 39,09,352 | 36.12% | 4059352 | 37.01% Grand Total (A+B) 3,08,39,348 | 00.00% | 1,09,69,348 | 100.00% Section 62 of the Companies Act, 2013 provides inter alia, that when it is proposed to increase the issued capital of a Company by allotment of further shares, etc, such further shares shall be offered to the existing shareholders of the Company Ia the manner laid down in the Section unless the sharcholders in general meeting decide otherwise by passing special resolution. Therefore, consent of the shareholders by way of Special Resolution is being sought pursuant to the provisions of Sections 42 & 62 and all other applicable provisions of the Companies Act, 2033, ‘The members are, therefore, requested to accord their approval authorizing the Board to go for the proposed private placement and / or preferential issue as set out in the resolution at em no. & Except, Mr. Nitin Agrawal, none of the Directors, Key Managerial Personnel of your Company or their relatives are concerned or interested in the sald resolution. tem No. 9- Reappointment of Mr. Sanjib Kumar sha, as a Director & CEO of the company: Mr. Sanjib Kumar Jha, Director & CEO of the Company has been associated with the Company since fast 4 years. He is Company Secretary and has knowledge and experience in the field of Finance, ‘Treasury and Business Administration. Considering his experience, knowledge and contributions made in growth of the Company and as recommended by the Nomination and Remuneration Committee, the Board of Directors of the Company has re-appointed Mr. Sanjib Kumar Jha as a Director & CEO of the company for the period of 3 {three} years w.e. 26-Mar-2015 on such terms and conditions as mentioned below: ESE Ne. | Particulars =| ‘composition 1 | Fixed Salary Rs.50,00,000/- per annum with an increase which may be decided by the Board of Directors from time to time within the limits, as specified in Schedule V of the Companies Act, 2013. 2 | erformance linked variable pay |_Upto 50% of fixed amount 3__[ Accommodation Free Furnished Accommodation 4 | Medicisim coverage As per rules of the Company's scheme 5__{ Leave Eneashment ‘As perrules of the Company's scheme 6 | Provident Fund [As per rules of the Company's scheme Z ‘Telephone expense reimbursement | As per rules of the Company’s scheme The above remuneration is to be paid as minimum remuneration in the absence or inadequacy of profits, subject to the provisions of Schedule V of the Companies Act, 2013.‘The Board recommends the Special Resolution as set out at item no. 9 of the notice for approvat of ‘the Members. Except, Mr. Sanjiy Kumar Jha, none of the Directors, Key Managerial Personnel of your Company or their retatives are concerned or interested in the said resolution. Item No. 20 - Revision in remuneration payable to Mr. Sanjib Kurnar Jha, Director & CEO of the company: Mr. Sanjib Kumar Jha, Director & CEO of the Company has been associated with the Company since last 4 years. He is Company Secretary and has knowledge and experience in the field of Finance, ‘Treasury and Business Administration. Mr. Sanjib Kumar Jha is re-appointed as a Director & CEO of the Company for the period of 3 (three) years w.e.f. 26-Mar-2015. ‘Considering his experience, knowledge and contributions made In growth of the Company and as recommended by the Nomination and Remuneration Committee, the Board of Directors of the Company has revised the remuneration payable to him for the period of his tenure, w.e.f. O1-Dec 2014 as follows ‘SiNo. | Particulars Comiposition z 1) Fixed Salary R5.55,00,000/- per annum with an increase which may be decided by the Board of Directors from time to time within the limits, as specified in Schedule V of the Companies Act, 2013, 2 _[ Performance linked variable pay | Upto 50% of fixed amount 3._| Accommodation Free Furnished Accommodation 4 _| Mediclaim coverage ‘As pertules of the Company's scheme 5 | Leave éncashment ‘As per rules of the Company's scheme 6 | Provident Fund As per rules of the Company’s scheme 7 Telephone expense reimbursement |_As per rules of the Company's scheme ‘The above remuneration is to be paid a5 minimum remuneration in the absence or inadequacy of profits, subject to the provisions of Schedule V of the Companies Act, 2013. ‘The Board recommends the Special Resolution as set out at itern no. 10 of the notice for approval of the Members. Except, Mr. Sanjib Kumar Jha, none of the Directors, Key Managerial Personnel af your Company or thelr relatives are concerned or interested in the sald resolution. ‘Additional Information for Item Nos. 9 and 1 The details as required Schedule V of the Companies Act, 2013, are given below: General information: 2 | Nature of industry The company 1s engaged in the business oF lending or advancing money either with or ‘without security and to arrange and negotiate loan, 2 | Date or expected date of commencement | The Company is an existing company andisin | = of commercial production ‘operation since 1998 gas 3__[in case of new companies, expected date | Not Applicable 4Of commencement of activities as per project approved by financial institutions appearing in the prospectus Financial performance based on given indicators ‘AS on 34-Mar-21! EPS: Rs.3.56 per share Total Revenues: Rs.20,94,79,362/- Profit After Tax: Rs.3,84,66,395/- Foreign investments of collaborations, # any. Rs 10,00,00,000/- by Michael and Susan Dell Foundation; Rs 25,00,00,025/- by Omidyar Network 11. Information about the appointee: 1 | Background details Mr. Sanjib Ruimar Jha, aged 39 years had led the corporate affairs and finance functions for Intellecap and its group companies. He worked closely with the Managing Director, Chiet Operating Officer, and the Boards of Intellecap and its group companies strategizing and executing the next steps in ‘the growth of Intellecap. He also served as an internal advisor to Intellecap’s subsidiary companies, Mr. Sanjia Kurnar Jha has over 14 years of experience in business planning, mergers and acquisitions, transaction structuring, negotiation, execution, deal closure and portfolio management, management information systems, financial accounting, relationship management with institutional westors, venture capitat funds, and key partners. tn the past, Mr. Sanjib Kumar tha was among the initial founding team member at ATS Services, a domestic B°0, and later joined ‘Adtis, where he concentrated on transactions ‘and facilitated exits through public markets in ‘the financial services, FMCG, pharmaceutical and automotive sectors, After Actis, Mr. Sanji Kumar Jha played a role in setting up Lok Capital in India, At Lok, he was also responsible for investments with major indian MFls. Me. Sanjib Kumar Jha is a qualified ‘Company Secretary. Past Remuneration Fixed Salary: Rs.50,00,000/- Performance finked variable pay: upto 50% of the fixed amount Recognition or awards Mr. Sanjib Kurmar Jha is having good experience in the industry in which the Company operates.4 [ob profite and his suitably He is actively involved in the business of the Company and manages day to day treasury business activities. He Is also responsible for new business development of the Company. Taking into consideration his expertise, he is well suited for the responsibilities currently assigned to him by the Board of Directors of the Company. 5 | Remuneration proposed Fixed Salary: Rs.55,00,000/- Performance linked variable pay: upto 50% of, the fixed amount @ | Comparative remuneration profile with | At par with the industry standards in which respect to industry, size of the company, | the Company operates profile ofthe position and person (incase of expatriates the relevant details would be with respect to the country of his origin) 7 [Pecuniary relationship directly or | No relationship with any promoter, directors indirectly with the company, ar | or other managerial personnel. relationship with the managerial personnel, if any M, Other Information: 1 | Reasons of loss or inadequate profits _| Not Applicable 2 _ | Steps taken or proposed to be taken for | Not Applicable improvement 3 | Expected increase in productivity and | Not Applicable profits in measurable tem No. 11 and 12 - Authorisation to the Board of Directors to mortgage, craate charge on all or any of the assets of the Company and Borrowing Limits under section 180(1){c) of the Compantes Act, 201: In order to meet the future requirements of funds, which may arise on account of the plans/pragrams/business, the Company may require further loans/borrowings from time to time from financial institutions, banks and other entities. Further, to secure such borrawings, the Company may be required to create charge/mortgage/hypothecation on all or any of its movable and/or immovable assets, both present and future as may be required from time to time. In terms of the provisions of Section 180(1)(c) &480(1)(a) of the Companies Act, 2013, the Company needs to take approval of members of the Company for increasing the borrowing powers and authority to create charge / mortgage on the assets of the Company to secure the moneylies) ‘borrowed from financial institutions, banks and other financial entities from time to time. Hence itis Proposed to take your approval for a fimit upto Rs.300,00,00,000/- (Rupees Three Hundred Crore oniy). ‘The Board recommends the resolutions as set out at Item nos. 11 & 12 of the Notice for your zpproval, None of the Directors, Key Managerial Personnel of your Company or their relatives are concerned interested in the said resolution.Item No. 13 - Approval of Capital Advisory Contract to be entered with Inteliecap Advisory Services Private Limited: ‘The Companies Act, 2013 aims to ensure transparency in the transactions and dealings between the related parties of the Company. The provisions of Section 188(1) of the Compenies Act, 2013, which governs the Related Party Transactions, end it requires that for entering into any contract or arrangement as mentioned herein below with the related party, the Company must obtain prior approval of the Board of Directors and in case of the Company having @ paid up share capital of rupees Ten crore or mare, prior approval of the shareholders by way of a Special Resolution must be obtained: Sale, purchase or supply of any goods or materials; Selling or otherwise disposing of, or buying, property of any kind; Leasing of property of any kind; ‘Availing or rendering of any services; Appointment of any agent for purchases or sale of goods, materials, services or property; Such related party’s appointment to any office or place of profit in the company, its subsidiary company er associate company and 7. Underwriting the subscription of any securities or derivatives thereof, of the Company. pape in the light of provisions of the Companies Act, 2013, the Board of Directors of your Company in ‘heir meeting held on 27-May-2015, had approved the Capital Advisory Contract, to be enter into with Intellecap Advisory Services Private Limited. ‘The members of the company are hereby further informed that: 1. The Board of Directors in their meeting, which was heid on 25-Aug-2014, had approved the Capital Advisory Contract for raising equity / quasi equity capital or debt through Investor(s) to expand business and / or provide exit to the existing investor of the company with intellectual Capital Advisory Services Private Limited. The same was duly approved by the sharehotders of the company in their meeting held on 29-Sep-2014. 2. intellectual Capital Advisory Services Private Limited had undergone restructuring and its capital advisory business has been transferred to a newly formed company Le. Intellecap Advisory Services Private Limited. Hence, now itis proposed to the members af the company that the sald contract shall be entered with Intellecap Advisory Services Private Limited by modifying certain terms and conditions as specified below: SSLNO [i Terms ‘Old Contract Proposed Contract 1” | Contractee Party Intellectual Capital Advisory | Inteliecap Advisory Services Services Private limited Private Limited 2 | Duration of the | The Contract will come into | The Contract will come into Contract effect on 01-Oct-2014 and | effect on 27-May-2015 and will end after the approval | will end after the approval of the agreed output as per | of the agreed output as per section 1 of the contract or | section 1 of the contract ar a period of 365 days from | 2 period of 365 days from the date of the contract, | the date of the contract, ‘whichever is earlier. whichever is earlier. The particulars of the transaction pursuant to the provisions of Section 188 and the Companies (Meetings of Board and its Powers} Rules, 2014 are as under: éSEN. Particulars Capital Advisory Contract 1 [Name of the Related Party | Intellecap Advisory Services Private limited 2__| Name of the Director or Key | Mr. Vineet Chandra Rai, Mr. Anurag Agrawal and Mr. Managerial Personnel whois | Sanjib Kumar Jha related, if any 3 _| Nature of Relationship ‘iis. Swati fal, wife of Mr. Vineet Chandre Ral is interested as shareholder ané Mr. Anurag Agrawal is interested as director in Intellecap Advisory Services Private Limited 4 | Nature, Material Terms, Scone of Services: Monejary value and particulars of the contract or arrangement > Phase I- Preperation of investor kit: a. Refining of the existing business plan/financial model and preparatory work required to present lent to prospective investors; b. Compilation of information kit for investors that ‘might include all or some of the following: Information Memorandum, introductory Flyer, Financial Mode! and any other supporting documents and or presentations as required for raising funds for Client. > Phase tl - Capital Advisory Services: Remuneration and Payment Modal 2. Identification of suitable investors, creating a long list of investors and short list of investors; b. Managing communication with all the investors that would include the Investment Pitch, Deal structuring and Negotiation support to the client; © Assistance in due cligence by potential investors; 4. Advice and execution of appropriate deal structuring as per the needs and expectations of the client and accounting for investor feedback; e. Assistance in drafting the term sheet and subscription agreement. ies: Success Fee: Intellecap shall charge success fee as follows: 2. Book value multiple less than or equal to 3.0x- The Success Fee shall be 1.5% of the Equity Investment Amount committed by the Investor towards primary issue of shares by existing shareholders if any, {exclusive of Service Tad; Book value multioie more than 3.0x- the Success Fee shall be 2.0% of the Equity Investment Amount. committed by the Investor towards primary issue of shares by existing shareholders if any (exclusive of Service Tex); Book Value here is defined as the book value calculated based on the audited financials of 31-Mar- 2015; ‘The Equity Investment Amount here is defined as the sum of the total primary issue by new investors and‘existing shareholders either upfront or as per a deferred payout schedule agreed on between the Investor and Client. Duration of Contract: ‘The duration of the contract shall be for the period of one year commencing from 27-May-2015, S| Any other information relevant or important for the members to take a decision on the proposed resolution The availing of such Capital Advisory services from Intellecap Advisory Services Private Limited is in relation to business enhancement and are towards the benefit of ‘the Company. The respective contract is entered on arm's length basis and all factors relevant to the respective ‘contract have been considered by the Board. The Copy of the above mentioned contract shall be available for inspection by the members at the Registered Office of the Company during the normal business hours (10 am to 6 ‘pm on afl working days (excent Saturdays) upto the date of Annual General Meeting of the Company. ‘The members are further informed that no member/s of the Company being a related party or having any interest in the resolution as set out at Item No. 13 shall be entitled to vote on this special resolution. ‘The Board of Directors recommends the resolution set forth in itern No, 13 for approval of the Members. Except the said interested Directors, no other director or Key Managerial Personnel or their relatives, is concerned or interested, financially or otherwise, in passing of this resotution. Hyderabad, 27" May, 2015 Registered Office: 4 Floor, Building 8-2-682/1, Banjara Hills Road no. 12, Hyderabad - 500034, Andhra Pradesh. CIN: Us5910APi998PLCORRI41 By Order of the Board of Directors Oooo rag Desai Company Secretary {Membership No.: A22880)JAIN SONS FINLEASE LIMITED DIRECTORS’ REPORT To the Members of Jain Sons Finlease Limited (IntelleGrow], Your Directors have pleasure in submitting their Seventeenth Annual Report of the Company together with the Audited Statement of Accounts for the year ended 31* March, 2015. 1. Financial Results: Particilars. % ° “| Current’ Year ented '[ Previous Year ended: : : an ° 31-Mar-2015 (in Rs.) | 31-Mar-2014 [in RS.) Net Sales / Income from Business Operations 20,60,62,305 7,92,98,552, ‘Other Income 34,17,057 887,145 Total income 20,94,79,362 8,01,85,697 Less Interest 7,06,02,823 1,50,98, 796 Profit before Depreciati 13,88,76,539 6,50,86,901 Less: Depreciation 16,52,312 371,815 Profit after Depreciation and interest 13,72,24,227 6,47,15,086 Less: Current income Tax 2,31,50,994 1,03,77,546, Less: Previous year adjustment of Income Tax - - Less: Deferred Tax (35,67,116) (26,82,129) Net Profit after Tax 38,466,983 12,487,417, Dividend {including Interien any and final) - - Nat Profit after dividend and Tax 38,466,983 11a87,217 ‘Amount transferred to General Reserve 38,466,983 14,487,417 Balance carried to Balance Sheet 44,072,135 13,298,549) Earnings per share (Basic) 3.56 121 Earnings per share (Diluted) 2.38 107 2. Dividend: In the month of April, 2015 the company had declared an Interim Dividend at the rate of 0.001% per annum for the financial year 31-Mar-2015 to all Non-Cumuiative Compulsorily Convertible Preference Shareholders of the company and the same has been paid to ail the respective shareholders. ‘No Final dividend as been recommended to the shareholders of the company for their approval 3, Directors and Key Managerial Personnel: In accordance with the provisions of Section 152 of the Companies Act, 2023 read with Companies (Management and Administration} Rules, 2014 and Articles of Association of the Company, Mr. Vineet Chandra Rai, Chairman and Mr. Pradeep Pursnani, Nominee Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible, has offered themselves for re-appointment and your Board recommends their re-appointment. During the year under review: + Mr. Debasish Mitter, Nominee Director of the company, as 2 nominee of M/s. Michael and, Susan Dell Foundation had tendered his resignation as Nominee Director from the Board oft FInISS company on 29-Sep-2014. Mr. Satyam Darmora was appointed on the Board as a Nor ow Regd. Office : 4th Floor, Building 8-2-682/1, Banjara Hills Road No: 12, Hyderabad - 500034, oT Tel: +91-40-4030 0200, Fax: +91-40-4030 0275 Mumbai Office: 186, Techniplex-il IT Park, Sh Floor, Of Veer Savarkar Flyover, Goregaon (W), Mumbai - 400 085 THES Tel: -91-22-6195 2700, Fax: #91-22-6195 2702, CIN : UBS@10AP1998PL.CO8894 1, warwitellegrow comJAIN SONS FINLEASE LIMITED (G wreniecrowt Directors Report 2015, NTELLEG Director of the company, asa nominee of M/s. Michael and Susan Dell Foundation w.e.f. 29- Sep-2014. ‘+ Ms, Dimple Sanghi, Nominee Director of the company, as 2 nominee of M/s. Ornidyar Network hhad tendered her resignation as a Nominee Director from the Board of the company wie. 09> Jen-2015. Ms, Anuradha Ramachandran was appointed on the Board as an Additional {Nominee} Director of the company, as @ nominee of 1/s. Omidyar Network w.e.f. 26-Mar- 2015, ‘The Board of Directors of the Company has appointed Ms. Bhame Krishnamurthy as en Additional (independent) Director of the Company w.ef. 27-May-2015 for a period of 5 yesrs subject to approval of shareholders at the ensuing Annual General Meeting. The Company has received notices along with requisite deposit fram a member of the Company under Section 160 of Companies Act, 2013 proposing their candidature for the office of Director of the Company. Your Board recommends her appointment as an independent Director of the company. The Board of Directors of the Company has appointed Ms. Anuradha Ramachandran as an Additionet (Nominee) Director of the Company w.e-, 26-Mar-2015, The Company has received notices along ‘with requisite deposit from a member of the Company under Section 160 of Companies Act, 2013 proposing their candidature for the olfice of Director of the Company. Your Board recommends her appointment as 2 Nominee Director of the company, as a nominee of M/s. Omidyar Network Mr. Rakesh Rewari and Ms. Bhama Krishnamurthy have submitted their disclosures to the Board that they fulfil all the requirements as stipulated in Section 149(6} of the Companies Act, 2013 so as. to qualify themselves to be appointed as Independent Directors under the provisions of the ‘Companies Act, 2023 and the relevant rules. During the year under review, Mr. Sanjfb Kumar Jha, Director & CEO, Mir. Nitin Agrawal, Chief Financial Officer and Mr. Chirag Desal, Company Secretary were appointed as Key Managerial Personnel of the Company. 4. Review of Business Operations and Future Prospects: The company stayed focussed at lending to Small and Growing Businesses as its mandated focus area. Most of these were early stage businesses, either startups beginning to scaleup, or existing businesses diversifying into new businesses including the companies running at small scale and now starting ta scale up. We were able to service the needs of companies with limited operational and financial track record with limited ability to provide hard collaterals. We continued to use detailed ue diligence in assessing projected cashflows as a surrogate to taking Securities for lending ‘coverage. Our focus continued with businesses making Social and Environmental Impact. ‘The company started the year with a portfolio of 38 Small and Growing businesses which had been lent a total of Rs. G6cr out of which Rs. 48%r was outstanding. During the year, company disbursed a total of Rs 132cr in loans to companies. Out of these, 26 were new companies and 33 were existing portfolio companies. With this, the company has cumulatively disbursed Rs.200cr to 70 companies and has Rs.136crore outstanding portfolio. The company has been able to continue to service the growing debt needs of existing portfolio companies to some extent. At the same time, the company has been able to prospect new entities into its portfolia. The company continued to focus on a diversified sector and sub-sector approach ~ lending to 17 subsectors covering Financial Inclusion/ Clean Energy/ Healthcare/ Water and Sanitation/JAIN SONS FINLEASE LIMITED G wreviecrow Directors Report 2015 TELLEGRG Agricultural supply chain / Education and businesses generating urban employment for low-income ‘community, Company has consistently strengthened its internal capacitisation, On the team side, intelleGrow has grown from 7 people team in March 2044 to 24 people team in March 2015. More team members are expected to get added as the:scale as size of business grows. This Is complemented by Increasing verticalisation and specialisation in functional tears. This has alse helped in implementation of various control processes with maker, checker, verifies and approver. ‘With team strengthening, the company intends to follow a3 dimensional growth strategy — + Horizontal Expansion: with diversification into new Sectors and sub-sectors; ‘¢ Diagonal Expansion: Product Diversification including off balance sheet structures; ‘© Vertical Expansion: Growing exposures within the existing portfolio companies with good track record, ‘Most of the exposure by the company was through tert debt with credit risk completely on IntelleGrow's Balance sheet. The size of exposure is also limited by the Networth of intelleGrow while some of these small and growing businesses require higher debt. We plan to leverage our capability to assess these businesses to help them source more debt besides our loans. This will help IntelleGrow diversify its service provision and also help it improve its revenue profile from the serviced companies with more fee Income from thers, Such services may include working as an arranger, debt syndication, doing structured finance with partial guarantees etc. We however intend 10 ensure sufficient Balance Sheet protection by staying with exposure norms which are currently more conservative than proposed by the regulator. Further, since the company has applied for the Small Finance Bank license in association with IntelleCash, in an event of merger with IntelleCash, the current service of providing debt and credit linkages to Smatl and Growing Businesses shalf be retained 25 part of the merged entity. 5. Material changes and commitment if any affecting the financial position of the company occurred between the end of the financial year to which this financial statements refate and the date of the Report: No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statements relate on the date of this report. 6. Details of significant and materiat orders passed by the regulators or courts or tribunals. impacting the going concern status and company's operations in future: ‘There was no significant or material order was passed by any regulator or court or tribunal, which Impacts the going concern status of the Company or will have bearing on company's operations in future. 7. Conservation of energy, technology absorption, foreign exchange earnings and outgo: The information as required under Section 134 of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 regarding conversation of energy, technology absorption are ‘not applicable as the company is not carrying on any manufacturing activity during the year. The particulars regarding foreign exchange earnings and outgo during the year under review are 25 under:JAIN SONS FINLEASE LIMITED GS teecrowt Directors Report 2015 INTEHEESE Particulars (In indian Rupees) 2024-15 2013-44 Total Expenditure in Foreign Currency 658,153.00 5,01, 467.00 ‘Total Earnings in Foreign Currency 425,23,284.00 | _3,16,27,042.00 ‘8. Risks and Areas of Concern: ‘The Company has laid down 2 well-defined Risk Management Policy covering the risk mapping, trend! analysis, risk exposure, potential impact and risk mitigation process. A detailed exercise is being a Tw Tet we iz a Te ET = a i i Ta 000° lo lo b savor sSujzou aennuaoa/pieog Bape 0 5004 DOT STEN A epOAgWaRUBEEp Tana OL = é t STP TTR opening jo weaned ents sopoup sey 0 voneaunsoy wi = Taro vast = ro = i 7 o TopsmUSS| —y a 7b eons] @ Texto re] —z aS BS ELT em To vi IG ‘get vx sree : son's auoouy un J 211 Sn sousnb0 0 ae TOST "Yay KEE sWI0IU) 343 e covtas's : savas uses Ui paveivon sono ed se res “Aes 9015) = ay aT Tana Fe z z T BReSER TTR TON TOTO oneioununy ye senansea ons sabeves / QAM [024 0 voResoUnI2Y-Y TaNNOSad TMNROVRVUL DY ONY S¥OLIBEIG 40 NOMENA TAca a a er as apo [ai eM, to le len) Saul few vw les le [EN Rye TAVEON SHO NTHIO'5| ca iw lew va lew Tuparodue5| lew lew, lew hen he aun fa Wei len len, a Rieibg| SwOLiaaro a] lee ew lr lea we Tope] lew Pw le len hen SEIELE] en vw (ew len hen ae “AawaOS | py sojueduieg 24R Jo uoH795 dt 0p lune on) Aue 9pewjeoddy | /xToN/ aM] Avuowary ‘$201840 40 ONIGNNOAWOD /INBWHSINN / SILTWNA TA ease BOT OTT povora’s [weer 5 5 ‘sue. sii iets] ado pens) —z sper ry x24] teU5 5) ums jornayiot yor fa ‘ast oy | susteen : : : sra'eea autoou 24 HGF 29y xe, aweau aun yo (3) saute ooioor't ooo'ovo's _| eao'res's uoy3as u powewuea suersna:d 26 se he Tst0c a isioe-edy-9z vo pave | -9¢uo pawl) shoes 8019) Tema TUN TeneBy Gin | A TEU ATES TaROUy HOT 3 aa, oD aan ojessunuy Jo sejnapued ‘ews (cum / feueys / ary wey Joxn0 sgny 0: GopesOUMUIDY >Annexure D - Scope of Committees Scope of Committees: Given below are the various committees proposed of the Board of the Company. This document details ‘the scope of the various committees. The purpose of the cammittees is to have more focused oversight on the respective areas for better corporate governance. The following 7 (seven) committees and their scope are in line with the Companies act, 2013, RBI Guidelines and Industry best practices: ‘The scope or any of the authorizations here, if repugnant with the constitutional documents of the company, or any changed regulatory iorms, shall be over-ruled by the constitution documents and changed regulatory norm, as applicable from time to time. 1) AUDIT AND COMPLIANCE COMMITTEE OF THE BOARD Internal a. To oversee the internal audit, compliance and financial reporting process and ensuring correct, adequate and credible disclosure of financial information, at stipulated frequency (monthly, quarterly, annually) as per extant regulatory & statutory guidelines. b. To examine the efficacy of audit functions and systems and suggesting steps on a periodic basis (quarterly, half yearly} for its improvement. c. To report, on a quarterly basis, the key audit findings for the quarter, as well as the actions taken report on the same for previous quarters to the Board of the Company. d. To do valuation of undertakings or assets of the company, wherever itis necessary; e, Toeveluate internal financial controls f. To monitor the end use of funds raised through public offers and related matters g. To review and recommend accounting policies and treatment ~ including decisions regarding write-offs. h. To get Information Systems Audit conducted and track implementation of accepted recommendations/ corrective action. External a. To facilitate in smooth conduct of audits by external agencies, Statutory Auditors, Reserve Bank of India (RBI), lenders and any other external auditors as appointed by the Company or any other stakeholder (lenders, shareholders, regulators, government etc.) b. To review with management, verifying and recommending adoption of quarterly, half yearly and annual accounts to Board of the company with special emphasis on accounting policies and practices, provisioning norms adopted by the company and any amendments adopted during the year, adherence to capital adequacy norms, compliance with accounting standard and other requirements concerning financial statements that may arise. © To report, on a quarterly basis, the key findings of the quarter, as well as the action taken report on the same for previous quarters, to the Board of Directors. d. To establish procedures for receipt and treatment of complaints regarding accounting and auditing matters and engage independent counsel, if required, for such conflict resolution and to Update the Board of the Company on the status of the same, every quarter; ComplianceAnnexure D — Scope of Committees a. To prepare a calendar detailing the list of compliances/ covenants that needs to be monitored and the frequency of its reporting to the Board of the Company as well as the regulatory agencies and the stakeholders, b. To review statement of significant related party transactions and examination of the reasons for substantial defaults, ifany, in payment to stakeholders. . To review compliance within stipulated statutory and regulatory requirements particularly in relation to financial management and reporting. d. To review compliance of various inspections and audit reports of internal, concurrent and statutory auditors and commenting on the action taken report prepared by the management and ensuring submission to the Board of the Company from time to time ~ classified under heads for major/ material and minor and also set timelines if the compliance is stil to be met. ‘8. To review the consolidated compliance report and the final accounting system for the financiat year before it is submitted to the Board of the Company for adaption. f. To internalize guidelines issued by the regulator specifically for the NBFCs or any other guidelines as may be relevant to the Company and monitor adherence to the same. Administrative a. To recommend appointment and removal of external auditors on company's request, or as mandated by the regulators, lenders or other stakeholders. b. To review and recommend a scope of audit on the basis of requirements and reviewing the policies, procedures, techniques and findings of such audits. c. To oversee that contracted fees are paid to the various audit fiems, at stipulated frequency on receipt of their reports. d. To establish procedures for receipt and treatment of complaints regarding accounting and auditing matters and engage independent counsel, if required, for such conflict resolution. Updating the Board of the Company on the status of the same, every quarter. 2) NOMINATION AND REMUNERATION COMMITTEE OF THE BOARD: Nomination a. To guide and assist the Board and work out a policy and implement it besides monitoring progress in relation to appointment and removal of Directors, Key Managerial Personnel (KMP), Senior Management and Credit Committee members. i, To recommend to the Board appointment of directors. To develop a succession plan for the Board and to regularly review the plan i, To evaluate the performance of the members of the Board and provide necessary report to the Board for further evaluation of the Board. To formulate the criteria for determining qualifications, positive attributes and independence of a director in line with the prevailing regulatory guidelines. iv. To recommend appointments of senior management to the Board of the company. b. To review and advise the management on the organization structure, including creating a two tire organization structure for smooth succession planning and operational backups. <. To objectively examine the annual manpower plan in relation to the business plan of the company and to examine management recommendations regarding manpows and suggest corrective action, if required.Annexure D—Scope of Committees Remuneration a. To recommend to the Board a policy relating to the remuneration of Directors, KMP and other employees and Credit Committee members. b. To recommend to the Board on Remuneration payable to the Directors, KMP and Senior Management and Credit Committee members. To provide to KMP and Senior Management reward linked directly to their effort, performance, dedication and achievernent relating to the Company's operations. d. To evaluate and approve the compensation packages of above mentioned persons with particular reference to fixed and variable pay {including bonuses and Employees Stock Options}. fe. To guide the management in developing a balanced remuneration policy with no biases and focus and enhancing performance drivers and motivation levels of the employees with a view to attract, retain, promote and graomy train employees. This shall also include considering grant of stock options to employees, reviewing compensation levels of the employees vis- a- vis other NBFCs and industry in general and create competitive advantage. 3) RISK COMMITTEE OF THE BOARD: Risk Control 2. To review company's risk management policies in relation to various risks (credit, market, liquidity, operational and reputation risk) b. To review the risk retum profile of the Company, Capital adequacy based on risk profile of the company’s balance sheet, business continuity plan and disaster recovery plan, key risk indicators and significant risk exposures and implementations of enterprise risk management. . To hold such risk reviews to ensure adequate monitoring as may be felt necessary by the internal as well as external stakehalders and to appraise the Board of the Company on a periodic basis. This shall cover: i. To review performance of credit risk in the business and portfolio using risk assessment tools To review and approve the risk rating tool, performance of portfolio on the tool and review the tool's efficacy periodically To review stress in portfolio, and recommend corrective measures and policy level changes based on portfolio performance iv. To review performance against the exposure norms and make recommendations to the board based on outlook of business d. To give oversight to the Credit Committee (CC) and review and take note of minutes of CC meetings. Risk Committee at its discretion may call one or any of the CC members when they feel itis desired for any specific discussions. fe. Review portfolio against the exposure norms and credit delegation and give approvals based on authority delegated by the Board. When the portfolio deviates from the credit quality metric as per the business plan (loan loss provisioning and write-off as per the approved budget), then the CC will have discretion to limit approvals to some of the areas showing stresses. Fraud Control and Monitoring a. To monitor and review all frauds that may have occurred in the company and involves an amount of Rs. 0.1 million and above or as decided from time to time, oeAnnexure D— Scope of Committees b. To report such frauds and other flag-offs to stakeholders along with the extent of losses. This ‘would include reviewing and recommending a calendar of reporting frauds and the remedial measures taken, to the Board of the Company. c. To conduct @ root cause analysis and identify the systemic lacunae, if any, that may have facilitated perpetration of the fraud and put in place measures to rectify the same. Also, to ascertain reasons for delay in datection of such frauds, ifany. d. To ensure the staff accountability is examined at all levels in all the cases of frauds and actions, if required, is completed quickly without loss of time. e. To review of efficacy of remedial actions taken to prevent recurrence of frauds, such as strengthening internal controls and putting in place other measures as may be considered relevant to strengthen preventive measure. Vigil Mechanism a. To recommend Vigil Mechanism to the board and monitor its progress and implementation and efficacy and recommend changes to the same from time to time. b, To ensure that the Vigiiance Mechanism is adequate for the directors and employees to report their genuine concerns, Such Vigil Mechanism should provide adequate safeguards against victimization of persons who use such mechanism and they should have a direct access to the Chairman of the Audit Committee in appropriate cases. 4) CORPORATE GOVERNANCE AND EXECUTIVE COMMITTEE OF THE BOARD: ‘The Executive Committee serves as an administrative committee of the Board to facilitate approval of certain operational corporate actions that do not require consideration by the full Board. in normal course of business, Executive Committee Is delegated with following authorisations - ‘a. To make applications for obtaining licenses, registrations, connections, clearances, services ete. and to authorize/appoint company directors/employees/officers for signing applications, retums, forms, bonds, agreements, documents, papers etc. and for representing Company before the authorities under various Laws including but not fimited to Corporate Laws, industrial Laws, Tax Laws, Labour Laws and other business laws applicable to the Company in respect of all present and future offices of the Company for compliance of all provisions, rules, clauses, regulations, directives and other related matters under the said Laws, which may be applicable to the Company. b. To open/elose account with any bank and to authorize and reauthorize any employee of the Company to operate the account. ©. To authorize company person(s) for execution of documents, including loan documents and affixing common seal of the company thereon, if required. d. To invest funds of the company in the Fixed Deposits to the extent necessary to avail credit facilties/ loans from the Banks/ Financial Institutions etc, and to invest surplus/ idle funds in liquid funds (ie, mutual funds etc.) for short term as per the Board approved investment policy of the company. e, To incur capital expenditure outside the annual business plan up to a limit of Rs.10 lakhs between two board meetings. {. Toapply for telephone connection or to disconnect.Annexure D Scope of Committees Delegation of borrowing powers To apply for loan and hypothecate book debts of the Company at such terms and conditions as may be decided by the committee from time to time within the borrowing powers delegated by Shareholders to the board and board to the Executive Committee (documented below}. fh. To apply for portfolio sell down or securitization within the limits approved by the board and the shareholders at such terms and conditions as may be decided by the committee from time to time, subject to reporting to the board in the next board meeting. i. To review and recommend, seek and operate borrowing and investment limits delegated from the board (subject to delegation by Shareholders to the Board in the fatest AGM/ EGM) To borrow the moneys subject to a maximum of Rs. 30 Crore per facilty/ loan. To sell or securitise portfolio of the Company upto a limit of Rs. 20 crore per sanction. To purchase book debts or securitized paper of other Companies/ SPVS upto a limit of 10% of networth of company per transaction aggregating ta not more than 25% of netwroth as on date of reckoning, iv. To issue Non-Convertible Debentures (NCD) upto a limit of Rs. 50 crore per sanction. The terms of all such transactions ~ including the term foans, securitization, asset sale, or NCD issuance shoutd be within limits approved by the board. j, Summary of each of such sale, securitization, purchase, subscription of securitized paper should be placed before the board in next ensuing board meeting. Emergency response ‘The Executive Committee exercise powers of the Board in the event that an emergency or other time sensitive matter arises and in it not practicable to assemble the entire Board. Corporate Governance a. To Implement and monitor policies and processes regarding principles of corporate governance, bb. To review the status of company on various corporate governance related norms, guidelines and industry best practices and recommend action to the Board and to the Management to improve the practices.+7, Shri Ram Bhavan, Station Road, M Baldeva Associates 7, etc ane 40110 Fel /022 - 32935738 Company Secretaries Inenish@camanichbin Website: wrwzesmanishb. Form No. MR-3, SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED 31.03.2015 Pursuant to section 204(1) of the Companies Act, 2013 and Rule No.9 of the Companies ‘Appointment and Remuneration of Managerial Personne!) Rules, 2014] To, The Members, Jain Sons Finlease Limited 8-2-682/1, 4" Floor, Road No.2, Banjara Hills, Hyderabad-500034, Andhra Pradesh I nave conducted the seeretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by M/s. Jain Sons Finlease Limited {hereinafter called the Company). Secretarial Audit was conducted in # manner that provided me a reasonable basie for evaluation the corporate conducts/statutory compliances and expressing mY opinion thereon, tased on my verification of the Company's books, papers, minute books, forms and returns filed snd other records maintained by the Company and also the information provided by the Company, vt officers, agents and authorized representatives during the conduct of secretarial audit, | hereby report that in my opinion, the Company has, during the aust period cover Ns the financial year vended on 31° March 2015 (‘Audit Period’) generally complies wih the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter: | have examined the books, papers, minute books, forms and returns filed and other records inintained by the Company for the financial year ended on 31” March, 2015 according to the provisions of i. The Companies Act, 2023 (the Act) and the rules made thereunder; i. The Securities Contract (Regulation) Act, 1956 (‘SCRA’) and the rules made thereunder (not applicable to the Company during the Audit period); ii, The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder; Wy. Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings (not applicable to the Company during the Audit period);Continuation Sheet M Baldeva Associates Company Secretaries V._The following Regulations and Guidelines prescribed under the Securities and Exchange Boord of India, 1992 (‘SEBI Act’: nthe Securities and Exchange Board of India (Substantial ‘Acquisition of Shares and Takeovers) Regulations, 2011 (not applicable to the Company during the Audit period); b. The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992 (not applicable to the Company during the Audit period]; e. The Securities and Exchange Board of India (ssue of Capital and Disclosure gequirements) Regulations, 2009 (not applicable 19 the ‘Company during the Audit period); d, The Securities and Exchange Board of India (Emplove’ Stock Option Scheme and Employee Stock Purchase Scheme) Regulations, 2009,andThe Securities and Exchange poord of India (Share Based Employee Benefits) Regulations 2014 notified on 28° October 2014 (not applicable to the Company during the Aut period), fe. The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008; The Securities and Exchange Board of india (Registrar to 2n ISSUE and Share Transfer Agents] Regulations, 1993 regarding the Companies Act and dealing with the client, The Securities and Exchange Board of Incla (Delisting cof Equity Shares) Regulations, 3009 (not apoticable to the Company daring the Audit period, and: h._ The Securities and Exchange Board of India (Buyback of securities) Regulations, 1998 {not appilcable to the Company during the Audit period}: vic Other laws, including the law relating to Non-Banking Financial Companies to the extent applicable to the Company 2s per representation made by the ComPany 1 have also examined compliance with the applicable clause of tne following: (i) Secretarial Standards issued by The Institute of Company secretaries of India (not meting hence nat applicable to the Company during the audit period) (a) The Listing Agreement for Debt Securities entered Into Py ‘the Company with BSE umited. During the period under review the Company has generally complied with the provisions of the Act ules, Regulations, Guidelines, Standards etc. mentioned above except no? filing / delayed filing of forms with RoC | further report that ‘the Board of Directors of the Company is duly constituted with proper balance of Executive pirectors, Non-Executive Directors and Independent Directors, except appointment of appropriate number of Independent Directors as required under the provisions of Section 149(4) of the Act. TheContinuation Sheet M Baldeva Associates Company Secretaries changes in the composition of the Board of Directs! that took place during the period under vreieu were carried outin compliance withthe provisions oT #he act adequate notice Is given to all directors to schedule the Board Meeting, agenda and detailed notes on agenda were sent at least seven days I? advance, and a system exists for seeking and obiaining further information and clarifications on the agenda tems before the meeting and for meaningful participation at the meeting: All decisions at Board Meetings and Committee Mocting® are carried out unanimously as recorded inthe minutes of the meetings of the Board of Directors oF ‘Committees of the Board, as the case may be, | further report that there are adequate systems andl process the Company commensurate wwith the size and operations of the Company 10 monltor and ensure compliance with applicable tows, rules, regulations and guidelines. | further report that the compliance by the Compary of applicable financial laws, like diract and toaiveet tax laws, has not been reviewed in this AUST since the same have been subject to review by statutory financial aucit and other designotes professionals. urther report that during the ausit period 5, The Company has Issued and allotted 1942 and 2409 Rated Secured Listed Redeemable Non Convertible Debentures of RS1,00,000/- each on private placement basis and are listed on BSE Limited; b, The Company has passed resolution for approving merger with Intellecash Microfinance Network Company Private Limited; and e. The Company has obtained approval of members under Section 180(1)ic) & (2) of the Companies Act-2013 by way of Special Resolution for e798 authority to the Board of Directors “of the Company to borrow upto Rs.150 Crares and to create charge on all or any of the assets of the Company. this report is to be read with our letter of even date which is annexed as Annexure ~ A and forms anintegral part of this report. For M Baldeva Associates Company Secretaries —— CS Manish Baldeva Place: Bhayander Proprietor Date: 27.05.2015 U MM. No.6180, CP No.11062Continuation Sheet M Baldeva Associates Company Secretaries Annexure A To, The Members, Jain Sons Finlease Limited 8-2-682/1, 4" Floor, Road No.12, Banjara Hills, Hyderabad-500034, Andhra Pradesh My report of even date is to read along with this letter. Maintenance of secretarial records is the responsibilty of the management of the Company. My responsibilty is to express an opinion on these secretarial records based on our audit. | have followed the audit practices and processes 2s were appropriate to obtain reasonaie voenvanee about the correctness of the contents of the Secretarial records, The venficalon ase athane on test basis to ensure that correct facts are reflected in secretarial records. | Deleve hot the processes and practices, | followed provided a reasonable basis for my opinion 3, | have not verified the correctness and aopropriateness of financial records and Book of Accounts of the Company. 4. Where ever required, | have obtained the Management representation about the compliance of laws, rules and regulations and happening of events etc. 5, The compliance of the provisions of Corporate and other applicable laws, rules, regulation, Standards is the responsiblity of management. My examination was limited to the verification ‘of procedures on the test basis, 6. The Secretarial audit report is neither an assurance as to the future viability of the Company nor of the efficiency or effectiveness with which the management has conducted the affeirs of the Company. For M Baldeva Associates Company Secretaries —th CS Manish Baldeva Place: Bhayander Proprietor Date: 27.05.2015 'M. No.6180, CP No.11062Financial Statements and Independent Auditor's Report Jain Sons. Finlease Limited 31 March 2015Contents Independent Auditor's Report Balance Sheet Statement of Profit and Loss Cash Flow Statement Summary of significant accounting policies and other explanatory informationWalker Chandick &Co LLP ‘osar Chanaoe 2 co LLP corey ves, Cie Cob “nce, Been vst ees Kevan Boga Capone crabs 520016 be 7-91 4066308009 #291 4066302230 Independent Auditor's Report ‘To the Members of Jain Sons Finlease Limited Report on the Finaacial Statements 1, We have audited the sccompanying financial statements of Jain Sons Tinlease Limited (“che Company"), which covmpsise the Balance Shect as st 31 March 2015, the Statement of Profic and Loss and the Cash Flow Statement for the year then ended, and x sumenary of significant accounting policies and other explanatory information. Management's Responsibility for the Financial Statements 2 ‘The Company's Board of Directors is sespoasible for the matters stated in Scction 134(8) of che Companies Act, 2013 ("the Act”) with respacr to the preparation of these financial statements, that give a tue and fair view of the financial position, finaacial performance sud cash flows of the Company in accordance with the accounting principles generally accepted ia India, including the Acoounting Standards specified under Section 138 of the Act, read with Rule 7 of the Companies (Cecouat) Rules, 2014 (is amended) and che guidelines issued by Reseave Brak of india se applicable to Non-Banking Finzacial Company. This cesponsibiliy also includes mpintenance of adequate accounting records in acconianee with the provisions of the Act; safeguarding the assets of the Company; preventing and desecdag frauds and other irsegolorites; sclestion and application of appropriate acecunting policies; making judgments and estimates that axe easonable and prudent, and desiga, implemsataion and maintenace of adequate inteznal financial controls, that were operating effectively for ensuring the accarcy and completeness of the accounting records, celevant to, the preparation and presentation of the financial ststements that give a teve and fale view and sxe fice from waterial misstatement, whether due ro Fraud ar exsor Auditor's Responsibiliey 3. One responsibility is to express an opinion on these financial starcmsears based on our nudit, 4, We have taken into secount the provisions of the Act, the accounting and auditing standasds and ‘nits which are equieed to be inched in the auditor's epact under the provisions of the Aet fie Ripe ie teens ° . ss made theseondes, ( es von | a cs ns rt be Seer.Walker Chandiok &CoLLP 5, We conducted our adit in accordance with che Standards on Auditiug specified undse Section 143(16) of the Act. Those standards require that we comply with echicel sequirements and plan and perfor the audit to obsain reasonable assuratice about whether the financial starements are fzee fFeom material missratement, 6. An avdit involves performing procedures to obtain audit evidence about the amounts and the iselozuces in the financial statements. The proceduces selected depend ox the auditor's judgment, ineleding the assessment of the risks of matecial misstatement of the Hicaacial statements, whether due to feaud of enor. Ja making those risk assessments, the saditor considers iaternal financial ontiols rekant to the Company's preparation of the financial sestements that give x true and fait ‘Sew in order to design audit procedures that ate approptinus in the circumstances, but not for the purpose of expressing an opinion on whether the Campary iss in place an adequate internal Financial ccootzols systemn over financial ceponting sad the operating effectiveness of such controls. An audit alio includes evaluating the appropriateness of the accounting policies used and the reasonableness Of the accounting estimates made by the Company's Directors, as well as evaluating the overall pretenintion of che Financial statements, We batiove chas the audit evidence we have obtained is sufficient and appropriate to provide + basis for ove audit opinion on the Financial statements Opinion, 8, In ouc opinion and to che best of aur information and according to the expiaaations given to us, the aforesaid Financial statements give he infounadon cequited by the Act in the manner so required and pire 2 tee and frit view in conformity with the accounting principles generally accepced ia India, of the state of affsies of the Company as at 31 March 2015, ite profit aad its cxsh ows for the year ended on that date Report on Other Legal and Regulatory Requizements 9. As required by the Companies (Auditor's Report) Order, 2015 (“the Order") issued by the Centeal Goverment of Indiz in terme of Section 123(11) of the Act, we give in the Annexure @ statement ‘on the matters specified in paragraphs 3 and 4 of the Order. 10, As roquiced by Section 143(8} of the Act, we repore that a. we have sought and obtained all the infocination and explanations which to the best of our knowledge and beliof waze necessary for the purpose of ous audit; b. in our opision, proper books of account ss requiced by law have been kept by the Company #9 far asi sppears from our examination of those books; the Ginancial statements dealt with by this report are in agreement with the books of account; 4. in our opinion, the aforesaid Gaancial starements comply with the Accounting Standards specified under Section 133 of the Act, tead with Rule 7 of the Companies (Accounts) Rules, 2014 (es amended; on the basis of che written repeesentations secsived from the directors as on $1 March 2015 sod taken on record by the Board of Directors, noze of the discctoss is disqualified as on 31 March 2015 from being appointed as « disector in senus of Sectioa 164(2) of the Act aadWalker Chandiok &Co LLP £ with espect to the other matters to be included in the auditor's report in accouclance with Rule 11 of the Companies (Audit ane Avcltors) Rules, 2014, ia ene opinion and to the best of out information and according to dhe explanations given co vs: § the Company does nat have ang pending litigations which would impact is financial position; ii the Campany dil nos have eny long-term contenets inclading dexivative contacts for which there were any material fozesceable losses; and i, there weee no amounts which were required to be teansferted (0 the Investor Eeneation and Prorectioss Fund by the Company. oust Cantata dpe uF Charred Acconatants Finn's Repistation No. O01 076N/NSODOL3 per Siitfay Kamar Jain Partner Membesship No.: 207660 Place: Hydessbad Date: 27 May 2015 Chand seteWalker Chandiok &CoLLP Annexure to the Independent Auditor's Report of even date to the coembers of Jain Song Fintease Limited, on the financial tatements for the gene ented 34 March 2015 Ered on the nudit pecevlanes performed for the purpose of posting 2 true and fale view on the Enaneial Faget Of thee Company aad taking into comsklesation the infoumiton aad cxplaoations given to us and, the books of account wad other records eaesind by win toe onset one oF audit, we pore hat © (9) The Company has maintained proper secouds showing fll particulars, inciuding quantitative details and siteacioa of fixed assets (©) The Gxed asseis have been physically verified by the Management dusiag the year and no Anerial dscrepeacies were noticed on such verification, Ieeowe opinion, the frequency of @ The Company does aot have any inventory Accordingly, the provisions of clause 3{i) of the Order are not applicable, Gi} “The Company ints not gronted any loan, seeused oc unseeused to companies, frais or other aeceicicne sft He the segister maintsived onder Section 189 of the dar Accordingly, the Prowsions of clauses 3)(s) and 3G8)2) ofthe Ordet ae not sppliebie, (Owing to the nature ofits busines, the Company ds not maintain tay physical inventories or SGU ny Goods. Accoatingiy,clnse 3Ge) oF the Order seth rapens oh purchase of inventories sud () The Company has not accepted any deposits from the public () To the best of our knowledge and belief, the Centil Government has not specified (9G) Undisputed statutory dacs incoding provident fund, employees * Fetiod of more than six months fom the date they beenane payne nea follows: [ Neste oF] Nature “of TAinoame”] Badod a whee Due Date] Date oF] the etatute | the dues "| amount relates Payment The Sar 580,862 [Asstoment year | 37 Rasch BT [Nar ar Incomestas. | assessment 2014-15 Paid Ac I961 | tay ©) These are uo dues in reypect of income eas, sleetax, wealth fs, service tax, duty of sores OF excise, ve added rax and cess that have not hoon Aeposited with the *Pbropriate authorities on account of aay dispute, (©) here were no amomts which were required to be atansfeeod to the Investor Education and Ervteetion Fund by the Compeny im accotdance wish aac relevant provisions of the Companies Act, 1956 and cules made thereunies Accordingly, the provisions of clause 3¢ei)(6) OF the Order are nov applicabie, (8) ur opiaion, she Company has ao aceumulatedlonse a the ond of the finaaeial year aud « HthAs not incurted cask losses in the current and che immediately peeceding financial year,Walker Chandiok &Co LLP Annexuse to the Independent Auditor’s Repott of even date to the members of Jain Sons Finlease Limited, on the Sinancial statements for the year ended 31 March 2015 (The Company has dclyed in repayment of dues to debenture-holdets during the pest: Interest on debentuses amovniing v9 6,105,329 duc for payment on 1 fummuy 2015, vas paid by the Company on 2 Juwary 2015. The Company bis delayed ia repayment of duce te 9 finenciel jnsctaton (which include Scheduled Danks) Wane oF he Banie Ameuat (@) [Due date | Delay a day Rataatar Bonk Lino Dies? | 30 Sep-is 3 Ratan Bank Limite 7054673 [Bt Janct5 3 Ratqukar Batk Linited iis | 35Marts 1 (9) The Company has wot given any guocancees far loans tsken by others from banks or Financial institutions, Accordingly, the provisions of clause 343) of the Order we not applicable, G3 In our opinion, the Company tis applies the rea loans for the puepose for which these loans were obtained, (i) No faud on or by the Company has been noticed or zeported daving the pesiod covered by our audit, Charteced Accountants Flam’ Registrtion No: OO1076N/NSOO013 pee Sifay Kumar Jain Mombetship No: 207660 Place: Hydessbad ‘ Datei 27 May 2015 :Walker Chandiok & Co LLP aliar Chanok 80 LL? Former er, Chara & cat Jnr, eh ee eae unden Boe, bseumre festae S000 wis +81 40 66308200 F 353 40 66308230 Auditor's Report {Pursuant to the Non-Banking Financial Companies Auditor's Report (Reserve Bank} Directions, 2008] To ‘The Boned of Dicectors Jain Sons Finlesse Limited} 8.2.699/1, deh Bloor Road no 32, Baajaea Mills Hyderabad = 500034 1. We have audited the financial stacemonts of Jain Sons Finiease Limited (the “Company"), which comprise the Balance sheet as at 31 March 2015, the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies ancl other explanatory information and! have jsied a unqualified opinion vide our repost dated 27 May 2015, 2. As tequiced by the pamgraphs 3 and 4 of Non-Banking Financial Companies Auditor's Report (Resceve Bank) Dinxections, 2008 issued by the Reserve Bank of India (“the RBM) vide Notifiestion No. DNBS. 201/DG(VL}-2008 dated 18 September 2008 (amentied from time to time} and based ‘on our audit, we report on the matters as specified in paragiaphis 3 and 4 of the anid dixections: * The Company is engaged in the business of Non-Banking Financ Inatitation (without accepting oz holding public deposits) and pursuant to the provisions of Section 45(1A) of the Reserve Banle of India Act, 1934 i had obtsined a cestficate of registration from the RBI. >. Tn our opinion, and in terms of the Company's assets and incosae patteun as at and for the yeae ended 31 March 2015, the Company is entitled to continue to hold the certificate of regisuation issued by the RBI ‘Sartre Aes ‘hy estan coir arated nbsp "Ehime er ASB eed Stet Cem Ca. Ge Hed Ne ae ey ae SRST coma Gean seco NaeresWalker Chandiok &CoLLP © The Compaay is not an asset finance compnay ag defined vader the Non-Banking Financial Companies Acceptance of Public Deposits Qeserve Baik) Ditections, 1998, ¢: he Company is not a Non-Banking Fauancint Company ~ Micto Finance Institution defines under the Non-Banking Ginaacial Company — Micro. Finmucial Insetatns Reserve Bank) Directions, 2012, © The boat of dizectors of the Company in thie meeting held on 16 April 2014 has assed a Sr pittin for non-acceptance of say public deposits during the financiayens { Apsil 2014 to 31 March 2018. £ The Company has not accepted eny public deposits duting the year ended 32 Merch 2015, & Tpevs opinion and to the best of our information and according to the explanations given to us, the Company hee ecimplied with the prodential norms isued by she RBI invelacay os reeognition of income, accounting standards, rset chstifeation and provisioning for bed and doug en Debelable to ie in terme of the Now-Systemicaly Important Now-Paakiog Fianneal (on- Peposit ocepting ot Holding) Companies Prudential Nome (Resesve Bank) Lecce 309 reg Bry Z-ts we Roe CaS Chartered Accountants Firm Registration No.: 001076N/NSO0013, per Sautfay Kumae Jain Paeener Membetship No: 207660 : Place: Hyderabad Date: 27 May 2015sala Sone Finesse Linited Datanca Sheet ag 231 Macch 2015 (diamounis int umes oberg sted) Nag aaah os Sea Equity and tables Shareolders' fads Shave etl 3 3E5,105280, s88.1ee270 Reserves and upon 4 865.274 25,124437 ASSIS Be 3e.i07 Not-cvirnttaities — ang tem bveenings 5 702530605 992706 (Oak long-tane be “ 430000 Lonpicon powsins 7 sot sga0 ROBE EE ‘Goren Wabiior Short-term boowings 3 50,000,000 aigsrasa ‘Othe cao ates ‘ cons “610557 Shas 4es proven 1 7485.74 197863, 5, 586352 Tota Ting sas Aveste Neacuucot se ange fxd ate ° 78 soa [Non-turrneinveriments w 69918,603 - Deford x ste (et) " 182,302 agree Lore exons a sega oe rasarezet Tonge lean ae nvancer 5 24553,570 290286 Osher nomewesi ses 1 304060308 a, __ wage CCament asco Garon invesimants 0 453759,000 sn737933 osm wenn e 52,505,800, 290,39;300 (Cae a nk lens 8 215,024,652 63592525, ‘Shorter fans and adeances 3 305,651 e207 a05 (Other cent 80 “ se6ut34 Sean 72 959,517 Bo 246 585 Toad imme _ aE Sis aceampng aT wo 3 Rog Pa fess nc Hanon “Tiss dhe Blance Shan cesreed via gue nsport of een de or iWatker Chanetole de Go LLP Focand fh behalf of the Boe of Diceeor of sin Son inteuse Liaivet We ef : ven cNGoaRs Son Runpeto eee Seven Drecoron chet . = ' econ Ofer o run Boab Agee Wiis (Chief inane OFS ate 2 ay 2015, se Dine 27 May 2015, Pace Hydembad : Place HyderibodSons Finlease Limited Statement af Profitand Loss for tho yaar ended 31 arch 2015 (Al amounts in ® uriess otnanvae aaled) Tea ee evens Tevet font operons 1 aenarea9 1sasaro Otero " 1a tnagat "Pvt venues Boa Bisse Bapasses oloe ent expome 8 so,0a28 mazes Fomer noe ° Trans os 16,0825 Depaion > esas onis Poss nd weft » asian srmse Other expees x aegryens pis "al especses ine 58090507 Profbetore os eusures aaavosso Tac expense no a nsange saat Def bee erm eon Tar of eater yes 80382 ‘oiast Protttorteyee Tae asta ee a aeing er equity shee (BPES) % be 36 ta Died ass ta onal elu peru sae i io “The aceapngng nom Tw 3 Tan pa TS RT TS ‘This the Same gettand Law werd ino opr of een ene th 2xto tp Peace Chandoo Focand on ful of he Bost of Diet of Chesed devon ein Son Hotete Lied x: NY be ie per SinjosRanwah fats tinge Chikara Rei Sanjib Kmac Ja Teer Chinn Diced Chick DIN ows0 Enccbe Offer Din ose a hyo ies Nitin Pegkast Ageawat “Gling Deast hier teil Other Gomyany Sey Dane: 27 May 2015 Die: 27 May 2005 Place: Hydersbad Place: Hyderabadsain Bans Finiease Lima Cash Etow Staloment forthe oar ended oA Noah 2015, {Airamontain ® volese chanwi sad SNe SS Meh aT ‘Cosh How trom operating setvien Profi before tse euiaas 24190.00 Abjustnents far Depecsiaion 1yssai2 sigs Premsons and wee oe swsse2m1 sme Geigy 748 563 Gain onsale of inveetmente 5.051) : Dreier income (4995,080) : Employee sock compensation expanse 068 ‘Opseeing prof before working expel dunges oe Tips Deere fine) elms ed adancee 33407 25901380) acre elon eaaromare (976730,530) angen, naw in thee egret aes 40,990,528) een) (@ectese/ neers in chee Ebiis 495991) 2905323 Cashed is opecatione 2,305,507) Bama Iwate ae pl ne 47,660) (9.928.559) [Net eah uted in opening setsios “ Era, ES isk ow feo ioventig sevice Procende fom ss of wis fares nd 1,46 548.968 336,1092% Porcase of ens of sta Fart 4018,00,000) 29500150) aves in pt cough erifeter 05,677,025) : Pagehave of fed anes asta) 457020) fnvcstment in Gael dopants 2384.99 9576099, ‘Net cas feon/(ated in) investing acter a 378,508 76529) (Cac flow frm nae actives Panel rm ta of horee 2 sisgone73 Shc iue eapenace - 1.90289) Pace rom boring 2.16751 386 79500016, egoynant of bcos 08.7735 (080.398) eteasl tows neta asivies o 398,571,502 Sa aT [Not inereave a cash and cash equivalents ane 15;105300 (Cou and cas euesents the begining of the yaar 3530980 Gash and cash equivalent the end ofthe yea Ease Tamer Dove 3 erst pal Teoenece [te 2 ners ceived on Toa 0714623 Tae Ca ow league UF a pon area wdabices Chass Yovaerchasws SotLe Cont tom a Pause Dace 27 May 2015 Phos: Hydra Voranden rte too Din of [ied ee ea se Vinset Chai ak Chairmaa DIN: oapaga0 ‘vat I Dir ah et accine Ofer iN-o3tosc08 sila age be Chief Minne Office Date 27 Bay 2015 Pes (ydembad Company Secretary‘Summary of signficait aecounting policies end other explanatory Information (Al amounts n® unioss einer sialee) 1 Company overview Jain Sons Fiolease Limited ("the Company”) is 4 leited lisbiliy company incooporated under the provisions of the exswhile Companies Aa, 1956, Effective 7 January 1999, te Company is rejected ws x ‘on-deposie raking, Non-Banking Financial Company (NEC) under the ules and regulations faraed by the Reserve Bank of India (“he RBI"). Rifecive 23 December 2011, the Company is 4 subsidiey of Jnvellecel Capi Advhory Services Private Lieited ("ICAP") and is engaged in the business of lending so Seal and Medium Enterpites ("SME Sumamacy of signidcant accounting policies ‘Basis of preparation of fiaancial statements “The financial surement has beea prepared in accordance with the accounting standards notified pursuance the Companies (Accounting Standares) Rules, 2006 (as amended) (the “Reles’) whieh ace doumed to be applicable as per Section 133 of cha Companies Act, 2018 (“he Act) read yath Rule 7 of the Companies ‘ccounis) Rules, 2084 (4s amended) and other recognized aceownting practices and polices genceally accepted in India including the requirements of the Act ‘ladian GAAP") aad guidelines iued by the RB! as applicable to won-banking Znancisl companies “The fnaacial stements have been prepared on aa aceroal bass except for interest on non-pesforming loan asset whieh have been azcounted on cath basis based on RBI roles. The accounting policies applied by the Company are consistot with these used in the previous year. Al assets and lables have been clasifed as cusrent or mon-current 96 per the Company's seemat ‘operating cycle and other criteria set out in dhe Schedule HL to the Act, Based on the rature of work, the Company has ascertained its opernting eye as up to rwelve months for the puepose of corcent znd Aor. sngpent clasiicadon of assex: and Habiliues, Use of estimates ‘The preparation of the financial statements in conformity with Indian GAAP cequiees manegement to make esdmnates and assumptions thar affect che balances of sssers and lthlties and discloseres iclaing 10 contingent fnblises 22 at the reparting date of che nancial statements and tmounts of income and expenscs, Exinples of such estimates include the provision for doubtful advances, employee beneti's, focome taxes, secogniion of deferred tax assets, diminution in the value of long-term invesuments, classifiension of assets and labilies into curent and norvevsrent and wsefil life of Gxed weet. Although dhese ersinates are bused upon menagement’s best knowledge of eurcent events and actions, somal results could mately differ from those estimates. Any revision to accounting estates, is ‘ecognized prospectively inthe exerent and Batace pesiods. Tangible fixed assets Fixed assets are catried at dhe cost of acquistion Jess accumulated depreciation and impairment losses, if any. The cost comprise the purchase price eight, noacfulable tases and dies, and any dlncetly nriborble cost of bringing che steet co its working condition far its intended use. Avsets setted from active ase and held for disposal are stated at shir exsimated set tealsable values or net book vahier, whichever ir lower peer tsin Sons Fintease Limited Summary of significant accounting policlas and other explanatory lafermation {al arscunls in ® ueless ctharuise stated) 4. Depreciation Depreciation on fixe asses is pravided yng the suaight-line method based on useful lives of the assets Untl 31 March 2014, the assets wore depreciated using the wsiven dowa value method baved on the wsef lives esiimated by the management, or those preseribed urudee the Schedule XIV # the Companies act 1956, whichever ¢ lower. During the year, pucsoant zo the peouisions of the Act, appleable fom 1 April 2014, management has cevised the esnmnates of usefsl lives of ir fixed assets to Weel lives presccived Unde dhe Schedule I co the Acs 2. Impairment ‘The carrying amounts of assets ate geviawed at eich balance sheet date if here it say indication of inspaitnent based on intecnel/exteamal fctors. Sa impairoeet iss i recognized wherever the etry, amount of nn assecexecet its recoverable amount. The recoverable amount is the preter of the asset's nt selling price and value in ute Te acteseing value ia ues, the estimated Forare cash flaws are discounted to ‘heie presonevalug atthe weighted average cost of capil “After impsitment, deprecation is provided on the revised carrying amownt of the asset over its remaining ‘sefeh ile [Revenue recogaition Revenue is vecognised tothe extent that i is probable that the economic benefits will ow te the Corapaay ‘nd the colleeabtgy ie eenrousiblyaepized. © Inuesest on loans is recogcized on acenusl bass, except in the case of non-performing assets, whese iwezest is recognised upon eeclisadon, #p aceoedanes wih the directives of Noa Systemiealy Tepoctant Noe. Banking Finuncial (Non-Deposit Accepting or Holding) Companics Paudentinl Norms Gtesceve Bao) Disections, 2015 ("Prudential Noss”). Additional interest for dlaps in payments i cecognized ss income only when itis certain that the ammoLits will be collected from the exstomets. © Loan processing ies is eccounted for up-front-vlben it hecoues tte © Peofit/lnss om the anle of investments is computed on the ‘nis of weighted avecage cost of Snvestenants and ecogoized atthe dine of senda sale/sulemption, © Dividend is ecognized when the right to ccccive the payment fs established, ‘© Interest income is cecognized on time propesion basis taking ito aceatant the amount outstanding and the sate applicable. © Discount ceceived in seapect of bills discounced is spponioned over the petiod of uriece of the Income from securitisation i recognized based on the coupon sate as per the terms of the respective omtncts.sin Sons Finlease Lined ‘Summary of significant secounting policies and other explanatory information (ailerons in unises clherviceetatod) 9. Asset claosifiestion aud provisioning Loans are clastifed as follow ‘Paniculare Criteria Sandaed asses Gverhis < Bdge Nomperfocming seats ~Sub-standaed steets Overdue for 60 days o# more to 720 dase = Doubtful ascot. Overdue > 730 days Loss assets As idensfice by the Company/estesnal awtirors/RBI ‘Note: Garde sefers to intrest and/or instalment remaining wnpaid Eom the day is became eeeiaBla Provision for loan portfolio ‘Ascot classification No, of days past due Provision ‘Standaed assets i 0-30 1% 31-00 25% Sub-standard assets 61-99 91— 180 131-360 361-730 wos, Frovision on restrucated secounts classified ne standard advances is mace at 5 seswctaréd accounts classified as substandard advances is made ar 10%. whereas provisioning on h. Tovestmencs Tnvestenentsthac arc ceadily realizable gad intended to be held for not moze than a year are cattfied as curcent investments. Al other investments are elasified as long-ierm investments. Refer aote 26) for px ‘on investatents in pass through certificates of special purpose wehlcies focraed for cecusisation of mere. ‘Cusrenr investments ave carted at lower of cost end fat vale determined on sn indivi investment bass. Long-team investments ace cared at cast. However, provition for dimiittion in value is smade 2 ‘ocogrize a decline other than temporary in the value ofthe long. tem investments Sceusitieation ‘The Company pusehates credit sued asset pool from banks / oon-banking finance coanpanics by wav of ass through certificates issued by the special purpose vehicle. Such gecuitisation ‘ransuctione ace accounted a8 investments a¢ per Accounting Standard 33 ‘Accounting for Investment fa accordance with the ‘Guidance Neve on Accounting for Secuttisation’ issved by the ICAL, i Employee benette Gratity Gornity is a postemplosment defined benefit obligition. The tnbiity recognined in the Balance Sheet ‘epreseace the present valve of the defined benefit abigaton ac the Balance Sheet date, together with adjasiments for past scivice costs, An independent actuary, using the projected nit creeit method coleulates the defined Geneiit obligation ancualy. Actual guia or losset ausing, from experience adjustments and changes io aciwaial sssurmpcions are credited or charged to the Statement of prot and. loss in the year in wiich sue gang Or losses aries,Jala Sons Finloase Limited Summary of significant accounting polictes and ther explanatory information, (il amaunts in € unless olnentise slated) k. Foroiga currency tranmactions and translation 1 fat neeuiton gn eutcency caneactions are recorded ia the reposting curcency, by applying to the foreign currency amount the exehange rate between the saporting curzeaey and dhe foreign currency at the de of the ‘eansaction. Sorursoa Foreign cunteacy manetay eme are reported using the closing rte. Nor-snanetayitcans which are cated jn teams of historia! cost denoromtited in 4 foreign currency are reported using the exchange ete atte ‘ite of the transaction; and non-monetary items whch are curied at fir value or other simile valuation ‘Uonowainated tn a foreign encreney ate reported sing the exchange rates that existed when the waluss weee derererined Bhasin Exebarge diferences acising on the retlement of manetacy Rems or oa the reporting of monetary items st ites siffecent Grom thore at which they were inially secorded shuing the year, oF reported in previous ‘inacid sateraent, te rengnized ys income of as expense fn the year which they arise. 1 Taxce ‘Tax expente camptses of curzent nd deferced tex. Coerent tae CGansent tas is mettured at the amount expacted #0 be paid s9 the ux authorities in accordance wish the Treome-tax Aer, 1961 enacted in Indi. Deferred tax Deferrsd tax chaages or ces tefloce the tax effect of timing differences between accounting income and tastble income for the petiod. The deferred tae charges or credits sad the comesponding defaced) tx libilies or assets axe cccognized urlg dhe tax sates that have been enacted or aebstantively enacted by the balance chect date. Defected tox netets ate recognized aly to the extest there is ceneonable cestaimy that the asety ean be sealed inthe future period; however, where thee is unabsorbed depreciation oF cezted oeward loss under exation laws, defered tax nssuts are recognized only if ehecs is 2 virted cecainty of cealiadon of euch atste, Defaered tax aeects are eeviewed 2teack bulance sheet date and waite down oF sweitten-up to zoflect the amount that is zeasenably/virtusly ceri (ns the case may be) 1 be realized. im, Enuployee share based payments ‘Measurement and disdonure of the employee shate-ared paymont plans is dane in acconlance with the igridence note on “Accounting for Binployee Sbaze-based Payments sued by the ICAL. The excess of inuinaie value of dhe scock on the date of grant over the exercise price af the option is tecognized xs fepense in the statement of prof and loss on stisightline method over the vesting pesitd. The accumulated amortized postion of cost shows under employce share based payment outstanding recount 8, Leases Where the lessor effectively cetsing all risk and beneGs of owaesship of dhe lesed items, such leases re chstificd ae opecsting lense. Cpernting Isso payments are recognized as an expease in the Statement of profit and loss on a stnight line bais.Jain Sons Finlease Limited ‘Surnmaty of significant accounting policies and other explanatory information {all amounts in Z unless otervise stated) ©. Cash and cash equivalents (Cash and cash equivalents in the cash flow statement compeise of cash ac bank and on hard and include shox term investments with an orginal matuscy of thcee months oles, P. Grnats Grants from charitable organizations are eccognized 2 thie fe valve where thor ie a reasonable asseanes that che gre will be received and the Company will comply with all attached conditiaas, Grants ate ecognited as income over the peviods necessary to coat them with the costs for which they are intended fo compensete, on a systematic basis. Othce grants with no Farther costs ae recugoined in the statement of profit oc oss in the pesied in which they become receivable. q. Enealngs per equity shave ‘Basic euenings per equity share are calelated by dividing the nec profit oss) for the year aribuscble to oguity sharcholders by the weighted average umber of equity sharer ovtrtinding during the yer. Foc the purpose of calculating dilured earnings per equity share she net prolt or lors for the year atabutabls 10 ‘squty sharcholders und the weigheed average aumber of shaces outstanding dusing the year are adjusted for the effects of ali dlutve poten oqulty shares. 1. Provisions and coatiagent lisbilities Provision is recognized when the Company has 2 present abligation az s serule of a past event and when it is probsble that an outflow of resources will be cequized to acide dhe obligation, in cexpect of wich relnble estinate can be made. Provisions are not discounted co theie present value aad age detecrrined based 09 management's best estimate caquired 19 setde the obligation 3t the balunce sheet dae. Taese are reviewed ar each balance sheet date nd adjusted to sefler the eareat management extimaes. A disclosure of s contingent Lisbity is made when thece is a possible or a present obligation that may, but probably wl not, require an outlow of sesovrcer. (The oe sce as ben intents yf beJain Sons finfaasa Liniied Sommery of signfeact xecounting ptclas and olher explanatory information (airarounee in unless anelso Has) 2, Shoe capita Mages 2085 31 eh 2005, Number Amount Number Amownt Aushorieed Ley near oF 10 each ‘7,300,000 175,000,000 7505000 175,008,000 2001% Compton Convertible Preference Shas (Cece3" oF 820 exch 2onon ——_4000,000 ove swp09.0%0 90018 Seree #1 Company Convetibis 7 Prernce Sarce CUPS of #40 ach 2soopon —asnamnges ———25the® 250900 00% Series 82 Compusery Concerele Iraace Soe PCE) FT eh sonpn, 30,000,000 enpoo 30000 5p RT sued subscribed and lly pidoup, gai sacs oF £10 exc mass togssde9 —tasI9.st7 108,199.70 (penite Sines BI CCUS oF 00 ach 2aa9ge3 749,994,800 2a 265 934,800 (9.001% Sec 82 CCS ef 300 ech ‘300,000 __ 30,000,000, 309.000 2000 i 30558270 1) Reconciliation of equity shave capi a Macch 2015 51 March 2014 Number Asn Nawbee Aawuant Baton at he eganing of the yar HSI) 367 100,003, amas 92,807,250 ‘de ADowed duro te yee 1 0 » ‘90 ‘Ads: Ann of hare pursue ro ESOP : : seo —s.nog00 Ak Allssent on conversion af COPS sco ey sé S020 Wahine athe ead afte gene Wess, Won ina sto evs and sights tached to enalty shares “The Cornpany na ony ene claw Uf dy thurs Bavinga pe vale af €10 per che, ach older of ey sass is sii one vou pot shove, The Chmngagy declaee apd pays divkands w Indian eapes. The chidend propoced by the Board of Direcor Fay, subject the appaoval the srcholers in the enn gener meeting. 2a the eva of ligation of dhe Company, te haldes of ecuty sacs will kz ened to ecese soning err oF he ‘Conpany m peoporsoa of thee sareholing, 19 Recunifstion af COPS 3 March 2015 31 Mach 2014 Number Amouat Number Amon! 6.0% CCHS of €23 each alc the buginog ofthe yee : : : : ‘Aa Allon! dng the yea : : aomjea ——-se0000 es Converted oto ety sare cai : goo, __(,c0np00) Nalinoent theca of the yese —_—— = = : 401 Series BL GCRS of B10 exch, Iulanceat he agianing of the yee 2woess 247,994,800 : : [Sai Alone dasa. the yee = songse __215974800 alate adhe ond oF te rene Zi AISA. ‘Ravage 70,554,300