· Report 2014-15 NOTICE Notice is hereby given that the Twenty Eighth Annual General Meeting of...

KOSAMATTAM FINANCE LIMITED

28th Annual Report

2014 - 15

Kosamattam Finonce

Trust grows with time

Report 2014-15

NOTICE

Notice is hereby given that the Twenty Eighth Annual General Meeting of the members of KosamattamFinance Limited ,ClN- U65929K11987P1C004729 will be held on Monday, June 29, 2015 at 10 A.M. at TheRegistered Office, Kosamattam Mathew K. Cherian Building, Market Junction, M. L. Road Kottayam -686001, Kerala to transact the following Businesses: -

Ordinary Business

1. To receive, consider and adopt the Balance Sheet as on March 3!,20L5, Statement of Profit and Loss andcash flow statement for the year ended March 3'J,, 2OI5 along with report of directors and auditorsthereon.

2. To appoint a director in place of Ms. Laila Mathew who is retiring by rotation and being eligible offersherself for re-appointment.

3. To consider and if thought fit to pass with or without modification the following resolution as ordinaryresolution:

"RESOLVED THAT pursuant to the provisions of Section 139 (2) and 142(1) of the Companies Act, 201.3read with rules made there under, the reappointment of the statutory auditors of the Company CheeranVarghese & Co. Firm Reg. No: 0500515 approved in the 27th Annual General Meeting until 30th AnnuaGeneral Meeting, is hereby ratified by the members of the Company for another term tillthe conclusionof next Annual General Meeting of the Company at such remuneration as may be determined by theBoard of Directors of the Company."

Notes1. A Member entitled to attend and vote at the general meeting is entitled to appoint a proxy to attend andvote instead of himself. Proxy need not be a member of the Company. Proxies to be effective should belodged with the Registered Office of the Company at least 48 hours before the meeting.

2. Members desiring any information or clarification are requested to write to the Company at least 5 daysbefore the meeting so as to enable the board to keep the information ready.

3. Proxy form is enclosed herewith.

BY ORDER OF THE BOARD OF DIRECTORS

ChairmanDIN:01285073

BfH.o.xor

Place: KottayamDate:22.05.2015

Board of Directors

Mr. Mathew K CherianMs. Laila MathewMs. Jilu Saju VargheseMr. NarayanaswamyChidambara tyerMr. Venkitachala lyerRanganathan

Kev Managerial Personnel

Mr. Mathew K CherianMs. Annamma Varghese C

Mr. Denny Kuncheria

DIN:01286073DIN:01286176DIN:03621643DIN:06805313

DIN:00084000

Chairman & Managing DirectorCompany SecretaryChief Financial Officer

Corporate ProfileCIN : U65929K11987P1C004729

Chairman & Managing Director(Since May 7,2004)Women Whole time Director(Since May 7,2004)Women Non-executive Director (Since October 1,,201.UIndependent Director (Since February lS, 2OL4l

Indepe ndent Directo r (Since Februa ry j_5, 201.4)

Independent Statutorv Auditors

M/S Cheeran Varghese & Co.Chartered AccountantsFirm Registration No.0500615Cheerans, Mundupalam l-st Cross, ThrissurKerala- 680001

Debt Securitv Listed In Stock Exchanses:

Bombay Stock Exchange, Mumbai

Reeistered Office

Kosamattam Finance LimitedKosamattam Mathew K. Cherian Building,MarketJunction, M. L. RoadKottayam - 686001, KeralaEmail - [email protected] - www.kosamatta m.com

Secretarial Auditor

CS PowellT MaliekalPracticing Compa ny Secreta ryLegendary Chambers,Sasthri Road, ThrissurKerala -680005

2

Annual Report 2014-15

DIRECTORS' REPORTTo The Members,

The Board of Directors of Kosamattam Finance Limited have great pleasure in presenting the Annual Reporttogether with the audited Balance Sheet as on March 31,201-5, Statement of Profit and Loss and Cash flowStatement for the year ended March 3L,20L5.

FINANCIAL SUMMARY AND OPERATIONAL PERFORMANCE

The comparative operational results shown above reveal the performance of the Company for the periodunder report and for the previous year. Profit after tax for the year under review has come down by 80.03percent in comparison to the previous year. During the period under review, the management focus has

been on expansion, with priority given to strengthening of infrastructure and re-engineering of businessprocesses to enable the Company to face the challenges arising from changes in the regulatory environment,increased competition etc.

We believe in steady growth attainable through good corporate governance. Upholding our investorsinterests, our activities are never diverted to high risk areas and adequate liquidity is being maintained at alltimes.

BUSINESS OUTLOOK

The Company is a systemically important Non-deposit taking NBFC primarily engaged in the Gold Loan

business, lending money against the pledge of household Jewellery ("Gold Loans") in the state of Kerala,

Tamil Nadu, Karnataka, Andhra Pradesh, Delhi, Maharashtra, Gujarat, Telangana and in the Union Territoryof Puducherry.The NBFC sector has been gaining systemic importance in the recent years and the share of NBFC has steadilygrown from LO.7% of banking assets in 2009 to 1,4.3% of banking assets in 2O74. Over the years, the NBFC

sector has been gaining systemic importance. The same can be seen with the rise in share of NBFC assets as

a percentage of bank assets. The share of NBFC assets have steadily grown from 10.7% of banking assets in

2009 to 14.3% of bank assets. More discussion of industry and gold loan business has been made inManagement Discussion and Analysis report.

DIVIDEND

No dividend is declared during the year.

{. In Lacs

March ?L,ZOLS March 31,20L4Revenue From Operations 25637.82 261,45.87

Other Income 116.61 40.93Total Expenditure 248L5.19 22L27.77

Profit Before Tax 939.24 4059.03

Tax Expenses 41.1..10 t4t4.39Net Profit for the Period 528.t4 2644.64

Earnings Per Share (Amount in Rupees) 44.O0 263.00

Paid-up Equity Share Capital (No. of Shares) 1230000.00 1030000.00

Bank Borrowings L329r.96 9946.99

Non - Convertible Debentures 76219.81 100397.92

Non-Convertible Debentures (Public lssue) 57767.39 0.00

Subordinate Bond 8930.82 8360.78

Subordinated Bond (Public lssue) 3500.00 0.00

Perpetual Debt Instrument 1190.00 1190.00

Assets Under Management L798rL.74 103218.73

Description

I lnnuur Report 2o14-1s

CAPITAL EXPENDITURE

As at 31st March 2015 the gross fixed assets stood at t131.26 Crores and net fixed assets <97.02 Crores.Additions during the year amounted to {48.50 crores, which include addition to land for { 32.18 Crores, and

other assets amounting to { 16.32 crores.

RESOURCE MOBILISATION

Kosamattam Finance Limited, lead by Mr. Mathew K. Cherian, has grown rapidly based on ethics and valuesunder his dynamic leadership. Kosamattam Finance Limited is a professionally managed financial institution.Many key positions in operations are held by professionals retired from senior positions in major public

sector Banks. The branch network was increased by 13.15% reaching 895 branches during the year underreview. As on March 31, 2015 your Company has 895 branches, each working as a profit center under 24

regional managers divided into four zones, and they have shown excellent performance during the period.

a. Public lssue of NCD

During the period under review, we are pleased to inform you that your Company has successfully completedfour rounds of public issues, raising t672.67 crores. The management wishes to thank all the investors fortheir overwhelming response. The management also wishes to thank Lead Manager to the lssue 'Vivro

Financial Services Limited', Debenture Trustee 'lL&FS Trust Company Limited', Registrar to the lssue 'Karvy

Computer Share Limited', Credit Rating Agency 'Credit Analysis and Research Limited', Legal Counsel to thelssue 'Khaitan& Co' and Bankers to the lssue 'Axis Bank', 'lClCl Bank Limited', 'lndus Ind Bank Limited' and

'HDFC Bank Limited'.

b. Private Placement of NCD

Reserve Bank of India issued certain guidelines with respect to raising money through private placement by

NBFCs in the form of non-convertible debentures. These guidelines include restrictions on number ofinvestors in an issue to 49 investors, minimum subscription amount for a single investor of t25 Lakhs, whichhad been revised by RBI vide circular RBI/20L4-L5/475 DNBR (PD) CC No.O21l03.L0.00L/2014-15 dated

February 20, 2015 as maximum 200 investors and minimum subscription amount for an investor of{20000.00, prohibition on providing loan against own debentures etc.

The funds raised through these issues, after meeting the expenditures of and related to the issue and subject

to applicable statutory and/or regulatory requirements will be used for the financing activities including

lending and investments as per the applicable laws, repayment of existing loans or redemption of existing

NCDs and for business operations including the capital expenditure and working capital requirements. No

amount is raised by way of Private Placement of Secured Non-Convertible Debentures during the year.

c. Share Capital

The authorized capital of the Company is {150 crores. During the year under review the Company has raised

{20 crore by right issue to the Managing Director on3I/05/2014 and the paid up capitalas on date is {123Crores.

d. Private Placement of Subordinated Debts

Another source of funding our operation is Subordinated Debts. Company had raised {5.70 Crores throughprivate placement of Subordinated Debts and the amount outstanding as on March 3I,zOtS is t89.31Crores

which qualifies for Tier ll Capital under Non-Banking Financial (Non Deposit Accepting or Holding) Companies

Prudential Norms (Reserve Bank) Directions 2015.

e. Public lssue of Subordinated Debts

Another source of funding our operation is Subordinated Debts. Company hadraised{35Crores throughpublic issue of Subordinated Debts and the amount outstanding as on March 31, 2015 is {35 Crores whichqualifies for Tier ll Capital under Non-Banking Financial (Non Deposit Accepting or Holding) Companies

Prudential Norms (Reserve Bank ) Directions 2015.

KosarnsttamFinance Ltd.


RESERVES

During the year, Company has transferred ?10552964.00 to the Statutory Reserve maintained under Section45f C of the Reserve Bank of India Act, 1934 taking it to a total of 7269607712.00. Post transfer of profits toreserves, your Board proposes to retain <304939.74 in the Profit and Loss Account.

DEBENTURE REDEMPTION RESERVE

Pursuant to the provisions of the Companies Act, 2013 and the relevant circulars issued by the Ministry ofCorporate Affairs, the Company is required to create a Debenture Redemption Reserve {DRR), to whichamounts shall be transferred from the profits every year till the debenture is redeemed. The amount of DRRshall be 25 percent of the NCDs issued through public issue in compliance with SEBI (lssue and Listing of DebtSecurities) Regulation 2008, and no reserve is required in respect of NCDs issued through private placement.Company has transferred a sum of {35 Crores to DRR during the year. Further, Company has to invest a sumequaf to 15% of the NCD maturing on or before March 37,2OL6 before April30th 2015. Accordingly companyhas deposited in bank 724.75Crores on April 29,2015.

COMPTIANCE OF RBI REGUTATIONS

Your Company has been granted registration under Sec. 45lA of Reserve Bank of India Act, 1934 wherebythe Company is allowed to carry on business as a Systemically lmportant Non-Deposit Taking Non-BankingFinancial Company.

The Company follows all regulatory directions such as, KYC Norms, Provisioning Norms, CRAR, Asset LiabilityManagement, Fair Practices Code, Fraud Reporting, maintaining liquidity etc., as required by the ReserveBank of India, the regulator for NBFCs. The Company is mindful of and in compliance with the RBI NotificationNo. RBI/2013 -I4/435 DNBS.CC.PD.No. 365/03.70.0I/20L3-14 dated January 8,2074, as to the maintenanceof Loan-to-Value (LW) ratio not exceeding 75% for loans granted against the collateral of gold jewellery. Ason March 31, 2015 the percentage of Gold Loan to Total Financial Assets is 59.18%.

Your Company's CapitalAdequacy Ratio as on March 31,2015 stood at t9.L3% of the aggregate risk weightedassets on balance sheet and risk adjusted value of the off-balance sheet items, which is well above thereguf atory minimum of 15%.Out of the above, Tier I capital ratio stood at 72.98%.

DIRECTORS

Your Company has a well-structured Board consisting of five directors, in which two of them are executivedirectors. Two of the non-executive directors are independent directors, i.e. who has or had no pecuniaryrelationship with the Company, its holding, subsidiary or associate Company, or their promoters, or directorswhich may affect the independence of the judgment of the Director and possess necessary qualifications tobecome independent directors.

i. Composition of the Board and Key Managerial Personnel

The Board of Directors of the Company comprises of five Directors including two executive directors. Ofthe five Directors of the Company, two are Non-Executive lndependent Directors. The Composition of theBoard, position, their directorship in other companies and other details are shown below;

Name of the Member Category Date ofAppointment

Directorship inOther ComoaniesPublic I Private

1. Mr. Mathew K Cherian Managing Director May 7,2004 O z

2. Ms. Laila Mathew Executive Director May 7,2004 O z

3. Ms. Jilu Saju Varghese Non-Executive Director October !,2077 0 1

4. Mr. Narayanaswamy Chidambara lyer lndependent Director February15,2014 1 O

5. Mr. Venkitachala lyer Ranganathan Independent Director February15,2014 3 3

I nnnu"l Report 2o14-1s

ii. Directors or Key Managerial Personnel appointed or resigned during the year.

Mr. Denney Kuncheria, Chartered Accountant, was appointed as Chief Financial officer of the Companyunder section 203 of Companies Act,20L3. On25/03/2015 the independent directors were appointedfor a term of five years as per the terms and conditions of their letter of appointment, as perclarification issued by MCA on June 9,20L4.

iii.40 Board meetings were held during the year ended March 3L,2015. The gap between two Boardmeetings did not exceed 120 days. Board meeting dates and the attendance of members in meetingwere as under.

iv. RETIREMENT OF DIRECTORS

ln accordance with the Companies Act, 2013, Ms. Laila Mathew retires by rotation and being eligibleoffers herself for reappointment

WHISTLE BLOWER POLICY

During March 2015, the Company reviewed Whistle Blower Policy and established the necessary vigilmechanism for Directors and Employees to report concerns about unethical behavior. The mechanismprovides for adequate safeguards against victimisation. Further, no person has been denied access to theAudit Committee. The Whistle Blower Policy is available under the following web link:http ://www. kosa m atta m .com f

POTICY ON APPOINTMENT OF DIRECTORS AND REMUNERATION

6

April 16,2014

May10,2014

May t2,2O74

May t4,2Q!4

May t7,2OI4

May 30, 2014

May 31,2014

June 05, 2014 lI.1 5 = 3

June 10,2014

June t2,2014

Junet4,2014 5 -

June 20, 2014

luly 1,1,201,4

July 18, 2014

August 04,2OI4

August 'J-4,20'J.4

August 23,2014

August 26,20t4

August 27,2OL4

September t5,2014

September 24,20L4

October 15,2074

November L1,TOI4

November 73,2OL4

November 27,2074

December 07,2074

December 26,20L4

January 15,201.5

January 3L,20t5

February 04,20L5

February 23,2Q15

March 23,2015

March 25,2015

March 30,2015

March 31,2015

ffi ffi No of Directors,' Presbnt

June 30, 2014 5 3

Oate of Board,:.:r,Mggt:ng

r@ard,.,j$iength

No af Directorsi:Present :'

September L4,2Ot4 r 5 4

November O3,2O!4 5 3

January 23,2075 5 3

March 17,2015 5 4

I nnnu"r Report 2oL4-Ls

The Remuneration and Nomination Committee ("the Committee") evaluates the range of skills,

experience, expertise and diversity of the existing Directors, and identifies criteria for the new rolegiving consideration to the Company's strategic objectives, the dynamism of the existing Board, and

gaps which need to be filled.

The Committee agrees the most appropriate avenue to identify suitable candidates.

Potential candidates are considered with reference to their skills, experience, expertise, diligence,

soundness of judgement, availability, their ability to add value to the Board, and their interest in theCompany and its business.

The Company will undertake due diligence before appointing Director to verify cha racter references,qualifications, prior experience and other governmental checks, if appropriate.

The Proposed Director will be given the opportunity to undertake due diligence of the Companyincluding access to information and meeting with the Senior Executive and Directors (where

appropriate and subject to a confidentiality agreement as deemed necessary by the Board) whichwould be pertinent to their ability to make an informed decision as to their suitability and supportof the Company.

lf relevant, the Committee recommends appropriate candidates for appointment to the Board. TheBoard will consider the recommendation and if appropriate, extend an invitation to the candidateto join the Board. Any appointment made by the Board is subject to ratification by shareholders atthe next general meeting.

The Company will immediately tell the Registrar of Companies ("RoC") within the jurisdiction of theregistered office of the Company. Once a Director is appointed and provide the necessary disclosuresunder the Companies Act,20L3 and Rules made there under

As per the Board's timely assessment, appointed Director may be a member of the variousCommittees:

As member of the Board appointed Director along with the other Directors will be collectivelyresponsible for meeting the objectives of the Board which include:

o Requirements under the Companies Act,2013 and Rules made there under

o Accountability under the Director's Responsibility Statement,

o Protecting and enhancing the Kosamattam brand.

1.0. Every Director appointed in the Company shall give disclosure of interest in the first meeting of everyfinancialyear.

11' Nomination and remuneration Committee may timely revise the remuneration payable to Directorswith the consent of Board

PERFORMANCE EVALUATION POLICY

The Company's Board of Directors is dedicated to act in good faith; exercise their judgment on an informedbasis and in the best interest of the Company and its stakeholders.

As, one of the most important functions of the Board of Directors is to oversee the functioning of Company'stop management, this policy aims at establishing a procedure for conducting periodical evaluation ofDirector's performance and formulating the criteria for determining qualifications, positive attribute andindependence of each and every director of the Company. In addition, the Nomination and remunerationCommittee shall carry out the evaluation of performance of every director, Key managerial personnel andother employees in accordance with the criteria contained herein. lt shall be the duty of the Company toorganize the evaluation process and accordingly conclude the steps required to be taken. The evaluation

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Report 2014-15

process will be used constructively as a system to improve the directors' and committees' effectiveness, tomaximize their strength and to tackle their shortcomings.

The Board of Directors shall undertake the following activities on an annual basis:

l. Review the various strategies of the Company and accordingly set the performance objectivesfor Directors, consistent with the varying nature and requirements of Company's business.

ll. The Board as a whole shall discuss and analyze its own performance during the year togetherwith Suggestions for improvement thereon, pursuant to the performance objectives.

In conformity with the requirement of the Act, the performance evaluation of all the independent directorsshall be done by the entire Board of Directors, excluding the director being evaluated. Independent Directorsare required to evaluate the performance of non - independent directors and Board as a whole. Theindependent directors of the Company shall hold at least one meeting in a year to exercise the functions asmentioned in the Companies Act, 2013 and its applicable Schedules.

Evaluation FactorsThe Board of Directors shall take into consideration the following parameters for the purpose of evaluatingthe performance of a particular director:

o Independent Directors

Some of the specific issues and questions that should be considered in the performance evaluation of anIndependent Director are set out below:

oNon-lndependent Directors/Whole -Time Directors

Some of the specific issues and questions that should be considered in a performance evaluation of Non-lndependent Director /WTD/ CMD are set out below.

Attendance and in the MeeAdherence to ethical standards & code of conduct of Company and disclosure of non -

ndence, as and when it exists and disclosure of interestRaising of valid concerns to the Board and constructive contribution to resolrtion of iss.res at

Inte al relations with other directors andevaluation of Board's performance ndent, unbiased opinion

Understanding of the Company and the external environment in which it opurates rnOcontribution to strategic direction.Safeguardinginterestofwhist|e-b|owersunderuinformation

Attendance and ns in the Meeticontribution towards growth of the company including actual vis-i-visLeadershipinitiative,|ikenewideasandp|anningtowardsgrowthotin-@initiated towards Branding of the CompanvAdherence to ethical standards & code of conduct of ComTeam work attributes and & training of staff membersCompliance with policies,disclosure of interest

Reporting of frauds, violation etc. and

Safeguarding of interest of whistle browers under vigit maChanism aMof confidentia I information

r Board of Directors

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ReviewThe performance evaluation process and related tools will be reviewed by the "Nomination andRemuneration Committee" on need basis and the Committee may periodically seek independent externaladvice in relation to the process.

The, committee may amend the Policy, if required, to ascertain its appropriateness as per the needs of theCompany. The Policy may be amended by passing a resolution at a meeting of the Nomination andRemuneration Committee.

STATEMENT ON DECTARATION GIVEN BY INDEPENDENT DIRECTORS

Company has received statement of declaration from Independent Directors as required under section149(7) of the Companies Act 2013 that he/she meets the criteria of independence laid down in Section 149(6)of the Companies Act, 2013.

COMMITTEES OF THE BOARD

a. Qualified and lndependent Audit Committee

The Company has constituted a qualified and independent Audit Committee as required under Section177 of the Companies Act, 2013. The Committee also fulfils the guidelines issued by the Reserve Bank ofIndia in this regard.

The Audit Committee at the Board level of your Company acts as a link between the IndependentAuditors, Internal Auditors, the Management and the Board of Directors and overseas the financialreporting process. The Audit committee interacts with the Internal Auditors, Independent Auditors, andSecretarial Auditors and reviews and recommends their appointment and remuneration. The AuditCommittee is provided with all necessary assistance and information for enabling them to carry out itsfunction effectively.

The functions of Audit Committee include;

i' the recommendation for appointment, remuneration and terms of appointment of auditors of theCompany;

ls the composition of the board appropriate with the right mix of knowledge and skills requiredto drive organizational performance in the light of future strategy?Members of the board meet allapplicable i uirements.The Board of Directors is effective in establishing a corporate environment that promotes timelyand effective disclosure, fiscal accountability, high ethical standards and compliance withapplicable laws and

The Board of Directors is effective in developing a corporate governance structure that allowsand encourages the Board to fulfill its responsibilities.Are sufficient numbers of board meetings, of appropriate length, being held to enable properconsideration of issues?

The Chairman of the Board effectively and appropriately leads and facilitates the Board meetingsand governance work ofthe Board.

Nomination and appointment of Board members and their Remuneration follow clearlyestablished procedures using known criteria as laid down by the Nomination and RemunerationCommitteeCompany has necessary Committees which are required and these Committees are workingeffectively

Sl.no .' AssessmentCriteriaL

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ii. review and monitor the auditor's independence and performance, and effectiveness of audit process;

iii. examination of the financial statement and the auditors' report thereon;

iv. approval or any subsequent modification of transactions of the Company with related parties;

v. scrutiny of inter-corporate loans and investments;

vi. valuation of undertakings or assets of the Company, wherever it is necessary;

vii. evaluation of internal financial controls and risk management systems;

viii. Monitoring the end use of funds raised through public offers and related matters; and to review thefunctioning of the Vigil Mechanism.

ix. Overview of our Company's financial reporting process and the disclosure of its financial informationto ensure that the financial statement is correct, sufficient and credible.

x. Recommending the appointment, reappointment, and if required, the replacement or removal of thestatutory auditor and the fixation of audit fee.

xi. Approval of payment to statutory auditors for any other services rendered by the statutory auditors.

xii. Review, along with the management, the annual financial statements of our Company before itssubmission to the Board for approval, with particular reference to:

(a) Matters required to be included in the Directors' Responsibility Statement to be included in theBoard's report in terms of Section 134 of the Companies Act, 2013;

(b) Changes, if any, in accounting policies and practices and reasons for the same

(c) Major accounting entries involving estimates based on exercise of judgment by management;

(d) Significant adjustments made in the financial statements arising out of audit findings;

(e) Compliance with legal requirements concerning financial statements;

(f) Disclosure of any related party transactions;

(g)Qualifications in the draft audit report.

xiii. Reviewing, with the management, the quarterly financial statements before submission to the Board

for approval.

xiv. Review of the adequacy of internal control systems, external and internal auditors with the

management.

xv. Review the adequacy of internal audit functions, including the structure of the internal audit

departments, staffing and seniority of the official heading the department, reporting structure

coverage and frequency of internal audit.

xvi. Review the findings of any internal investigations by the internal auditors into matters wherein fraud

is suspected or irregularity or a failure of internal control systems of a material nature and reporting

the matter to the Board.

xvii. Discussion with internal auditors regarding any significant findings and follow up thereon.

xviii. Discussion on the nature and scope of the audit with auditors before the audit commences as well

as post-audit discussion to ascertain any area of concern.

xix. To look into the reasons for substantial defaults in the payment to the depositors, debenture holders,

shareholders a nd creditors.

The audit committee met 4 times during the year under review to deliberate on various matters. The

constitution, record of attendance and other details of the Audit Committee of the Company are detailed

below:

10

Name of the Member Position Status Attendance Meeting Dates

:-..: ! ; ''

Report 2014-15

1.Mr. Narayanaswamy Chidambaralyer

ffi3. Mr. Venkitachala lyer Ranganathan

Independent & NonExecutive

Whole Time Director

Independent & NonExecutive

Chairman

Member

Member

24/Os/2014

os/08/2014

L3/1.1/20L4

Ls/0L/20]-s

b. Nomination and Remuneration Committee

The Nomination Committee was constituted by a board resolution dated January 09,20t2. The NominationCommittee was last reconstituted on April L6, 2014. The Committee met 4 times during the year andreviewed the performance of the Directors both Non-Executive and Executive Directors and also the seniormanagerial personnel including Key Managerial personnel. The constitution, record of attendance and otherdetails of the Nomination and Remuneration Committee of the Company are detailed below:

Terms of reference of the Nomination Committee includes the following:

ldentifying potential candidate to become Board members;

Determining the composition of the Board of Directors and the sub-committees of the Board;

Periodic review of Company's Corporate Governance Guidelines;

lmplementing policies and processes relating to corporate governance principles;

Ensuring the appropriate procedures are in place to assess Board membership needs and Boardeffectiveness;

Reviewing our Company's policies that relate to matters of Corporate Social Responsibility, includingpublic issues of significance to our Company and its Stakeholders;

vii. Developing and recommending to the Board of Directors for its approval an annual evaluationprocess of the Board and its Committees;

Formulating the Disclosure Policy, its review and approval of disclosures; Overseeing DisclosureCommittee's functions and responsibilities;

To assist the Boards overall responsibility relating to executive compensation and recommend to theBoard appropriate compensation packages for Whole-time Directors and Senior Managementpersonnel in such a manner so as to attract and retain the best available personnel for position ofsubstantial responsibility with our Company;

Overall responsibility of approving and evaluating the compensation plans, policies and programs forWhole-time Directors and Senior Management; and

The Committee shall also make sure that our Company's compensation packages, Human Resourcespractices and programs are competitive and effective in motivating highly qualified personnel andestablish a suitable relationship between compensation and performance.

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1. Ms. Jilu Saju Varghese Non-Executive Director 22/0s/201423/09/20142s/L2/20L423/03/zlrs

3. Mr.Venkitachala lyer Ranganathan Independent & NonExecutive

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iXosarnattarlFinance Ltd.

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Name of the Member nMember

EIETI|I! Attendance MeetingDates

4

42. Mr.Narayanaswamy Chidambara Memberlyer

Report 2014-15

xii. Formulate the criteria for determining the qualifications, positive attributes etc. and independenceof a Director.

xiii. Formulate the remuneration policy in compliance with the Companies Act 2013, for the approval ofthe Board.

Details of Remuneration paid to Directors during the financial year 2014-15

c. Corporate Social Responsibility Committee

The Company has adopted the Corporate Social Responsibility Policy outlining the various activitiesdefined in Schedule Vll of the Companies Act, 2013. The Policy envisages the formulations of the CSRCommittee which will recommend the amount of expenditure to be incurred on the activities referred toin the Policy to the Board and monitor the project/programs from time to time with reporting of theprogress on such project/programs to the Board. The execution of the projects/programs is either by wayof partnering through the implementing agencies or directly by the Company. Contents of the CSR policyof the Company is displayed on the website of the Company www.kosamattam.com

The Corporate Social Responsibility Committee was constituted by way of a board resolution dated March03,2014. The committee met 4 times during the year to discuss about the implementation of Company,sCSR programmes. The constitution, record of attendance and other details of the Corporate SocialResponsibility Committee of the Company are detailed below:

The terms of reference of Corporate Social Responsibility Committee are as under:

' To formulate and to recommend to the Board, a corporate social responsibility policy which shallindicate the activities to be undertaken by our Company as specified in Scheduled Vll;

' Recommend the amount of expenditure to be incurred on the activities referred to in clause 1; and

' Monitor the Corporate Social Responsibility policy of our Company from time to time.

Mr. Mathew K Cherian Whole time Director

Executive Director

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Ms. Laila Mathew 2s/06/20t430108120t422/t0/2074Ls/ot/2oLs

Ms. Jilu Saju Varghese

Mr. Narayanaswamy Chidambara lyer Independent & Non-Executive Director

t2

ffi' KosamattamrWL Finance Ltd.

Mr. Mathew K Cherian Nil Nil ?4800000.0i

Ms. Laila Mathew Nil Nil {240

Ms. Jilu Saju Varghese Nil Nil Nit Nii - NilMr. Narayanaswamy t15000.00 t10000 Nit Nii --- NilChidambara lyerMr. venkitachala tyer <s000.00 T5000.00 r,rii -_ Nil NtlRanga natha n

Name of the Member nChairman

Status Attendance MeetingDates

Member

Member

Member

Non-Executive Director


d. Asset Liability Management Committee

The Asset Liability Management Committee was constituted by the Board of Directors through its resolutiondated July 09, 2011. The Asset Liability Management Committee was last reconstituted on Februa ry t5,ZOt4.The committee met 4 times during the year for Verifying and valuing securities on a quarterly basis and foranalyzing the security cover available for the debentures issued and interest payable. The constitution,record of attendance and other details of the Asset Liability Management Committee of the Company aredetailed below:

Terms of reference of the Asset Liability Management Committee includes the following:

. Verifying and valuing securities on a quarterly basis;

' Analyzing the security cover available for the debentures issued and interest payable;

e. Risk Management Committee

The Risk Management Committee was constituted by the Board of Directors through its resolution datedJufy 09, 2011. The Risk Management Committee was last reconstituted on February Ls,2OI4.The committeemet on 4 times during the year for reviewing and analyzing the existing internal controls and to take allpossible steps to mitigate risks associated with the business. The constitution, record of attendance andother details of the Risk Management Committee of the Company are detailed below:

The terms of reference of the Risk Management Committee includes the following:i. Establishing the context of risks;ii. ldentifying the risks;iii. Assessing probability and possible consequences of the risks.iv. Developing strategies to mitigate these risks;v. Monitoring and reviewing the outcomes;vi. Communicating and consulting with the parties involved.

f. Debenture Committee

The Debenture Committee was constituted by the Board of Directors through its resolution datedDecember 26,2OT4.During the year under review the Committee met 23 times on various matters. Theconstitution, record of attendance and other details of the Debenture Committee of the Company aredetailed below:

Ms. Laila Mathew


4

4

a4

t7/04/201403/07 /201.4Ls/LO/2014Ls/0L/201s

Mr. Narayanaswamy Chidambara lyer

Mr. Mathew K Cherian 4

4

74

Ms. Laila Mathew 20106/20L4os/08/2014os/t2/2or42s/03/20Ls

Mr. Narayanaswamy Chidambara lyer Independent & Non-Executive Director

13

Name of the Member Position Status Attendance MeetingDates

Mr. Mathew K Cherian Chairman Whole time Director

Member Executive Director

Member Non-Executive Director

firF:lilfiflfiFTr!?lltEtr Pojition Status Attendance " MeetingDates

Chairman Whole time Director


Ms. Jilu Saju Varghese Member Non-Executive Director

Member

I lrrnu.l Report zoL4-Ls

Mr. Mathew K Cherian

Ms. Laila Mathew

n/t lil, S{u VrtCl**

Mr. George Thomas

Whole TimeDire_qLgl

ExecutiveDirector

Non-ExecutiveDirectorMember

Chairman

M"rb"t

Member

M"*b*

23

23

23

2L

rs / 04 / 201.4 L1- / 06 / 201.4 74 / 07 / 2014L6 / Os / 2OL4 0s / 02 / 2OLs 02 / Os / 2014t6/06/2014 3t/07 /2074 2s/09/201403 / 03 / 20rs t6 / os / 2or4 2t / 06 / 2014t3/08/2014 08/1r/2014 L7 /03/201s31. / Os / 2Ot4 27 I 06 / 201.4 18 / 08 / 2OL420 / Ot / 2}rs 06 / 06 / 2Or4 04 / 07 / 20L4to / 09 / 20L4 30 / OL / 201,s

Terms of reference:

i. To determine and approve, the terms and conditions and number of the Debentures to be issued, thetiming, nature, type, pricing and such otherterms and conditions of the issue including coupon rate,minimum subscription, retention of oversubscription, if any, etc.,

ii. To approve and make changes to the Draft prospectus,

iii. To approve the Final Prospectus, including any corrigendum, amendments supplements thereto, andthe issue thereof and

iv. To issue and allot the Debentures and to approve all other matters relating to the issue and do all suchacts, deeds, matters and things including execution of all such deeds, documents, instruments,applications and writings as it may, at its discretion, deem necessary and desirable for such purposeincluding without limitation the utilization of the issue proceeds, modify or alter any of the terms andconditions, including size of the lssue, as it may deem expedient, extension of lssue and/or earlyclosure of the lssue.

g. Corporate Governance Committee

The Corporate Governance Committee was constituted by a board resolution dated January 09,2OL2.The committee was last reconstituted on Februa ry 1,5,2014. During the yea r under review thecommittee met Four times on various matters referred below. The constitution, record ofattendance and other details of the Corporate Governance Committee of the Company are detailedbelow:

Terms of reference of the Corporate Governance Committee includes the following:

(a) Consideration of matters of good governance of our Company;

(b) Consideration of reports of various committees;

(c) Assessing and valuing the progress made.

Ms. Laila Mathew


4

4

14

18/os/20t430/08/2014L8/L2/20t4t9/031201sMr. Narayanaswamy

Chidambara lyer

t4

W KosamattamrW& Finance Ltd.

Name of the Member Position Status tr@:trEtr'

Name of the Member Pasition Status Attendance MeetingDates

@

Mr. Mathew K Cherian Chairman

Member

Whole time Director

Executive Director

Member Non-Executive Director

Member Independent & Non-Executive Director


h. StakeholdersRelationshipCommittee

The Stakeholders Relationship Committee was constituted by a board resolution dated April 16,

20L4.

During the year under review theconstitution, record of attendance

Company are detailed below:

committee met four times on various matters of stakeholders. The

and other details of the Stakeholders Relationship Committee of the

Mr. Mathew K Cherian 4

4

4

4

78104/2OL4

03/o7l2or4t7 /tLl2o742sl03l20Ls

Ms. Laila Mathew

Ms. Jilu Saju Varghese Non-Executive Director

Mr. NarayanaswamYChidambara lyer

Ms. Annamma Varghese Company Secretary, being Compliance Officer acts as Secretary to the

Committee to dischirge the function of the Committee and to place a report at each Board meeting

on matters dealt by the committee each quarter. The role of the committee is to consider and resolve

the grievances of the security holders of the Company'

i. Consumer Service Committee

The Consumer Service Committee was constituted by a board resolution dated March tO,2OL2'

During the year under review the committee met four times on various matters of customer welfare

and Fair practices. The constitution, record of attendance and other details of the Consumer Service

Committee of the Company are detailed below:

Mr. Mathew K Cherian4

4

v2

28/06120L429/09/207430/12/20t42s103/20ts

Ms. Jilu Saju Varghese Non-Executive Director

The role of the committee is to consider and resolve the grievances of the customers of the company

and to ensure fair Practices.

INTERNAL CONTROL

The company has a sound internal control system in place which commensurate with the type' nature and

size of business. The primary objective of the internal control system is to ensure that all its assets are

safeguarded and protected as well as the prevention of revenue leakage from the Company' The company

has an Internar Audit Team in prace which directry reports to the Audit committee of the company'

significant audit observations and follow up actions thereon are reported to the Audit committee'

The Audit committee reviews adequacy and effectiveness of the company's internal control environment

and monitors the implementation of audit recommendations including those relating to strengthening of the

company,s risk management policies and systems. The Audit committee oversees the functioning of the

audit team and reviews the effectiveness of internal control at all levels apart from laying down constructive

suggestions for improving the audit function in the company. The present reporting structure ensures

independence of the internal audit function and embodies best corporate governance practices'

15

Piff Kosamattbmr€& . Finance Ltd.

Name of the Member EEIfiEIT "Status ffiMember Whole time Director


Chairman

Member Independent & Non-Executive

Director

Name of the Member Poiitien Status Attendance MeetingDates

Chairman Whole time Director

Ms. Laila Mathew Member Executive Director

Member

Mr. Venkitachala lYer

Ranganathan

Member Independent & Non-Executive

Director

Report 2014-15

The Company had formed various Committees such as Risk Management Committee, Asset LiabilityManagement committee, Debenture committee, Audit committee and consumer service committee forthe proper administration of the day-to-day functioning. The Corporate Governance Committee,Stakeholders relationship Committee, Nomination and Remuneration Committee and Corporate SocialResponsibility Committee have also been formed.

CREDIT RATING

Your Company's debt instruments are rated by Credit Analysis and Research Limited (CARE), one of theleading Credit Rating Agencies in the country. The Credit Rating assigned to borrowing of the Company is asfollows -

LISTING ON STOCK EXCHANGES AND REGISTRATION OBTAINED FROM OTHER FINANCIAL SECTORREGULATORS

Your Company's Debt Securities are listed with the Bombay Stock Exchange. The strength of debt holdershave also considerably increased from the previous year which clearly shows that the investors have built agreater confidence in the Company and its performance.

Your Company has obtained a certificate of registration No.LlC1O487539 dated 23/04/ZO1,S issued byInsurance Regulatory and Development Authority, Hyderabad to commence/carry on business of CorporateInsurance Agency business with LIC of India. Your company has obtained registrations in CERSAI, NSDL andCDSL during the year under review.

Your Company has filed an application before Reserve Bank of India for the license of Small Finance Banks.Our application is in the preliminary stage verification.

PUBL!C DEPOSITS

The Company has not accepted any public deposits and as such, no amount on account of principal orinterest on public deposits was outstanding as on the date of Balance Sheet. Board of Directors of theCompany has passed a resolution on April 16,2OI4 for non-acceptance of public deposit. The Company isfunctioning under valid registration No.8.15.00117 Dated January 28,2005. (amended on December 19 ,2013 for name change)

ANCILLARY BUSINESS

The Company is engaged in certain ancillary businesses such as Money Transfer Service, Full Fledged MoneyConverter, PAN Services, Travels, lnsurance Services, Depository Participant Services and Plantations etc. Allthese business contribute their own share in achieving good profitability and goodwill to the Company.

Long-term BankFacilities

Long-term Subord inateddebt issue

CARE BBB-

ICARE Triple B,Minusl

CARE BBB- indicatesInstruments with this

rating are considered tohave moderate degree ofsafety rega rding timely

servicing of financialobligations. Such

instruments carrymoderate credit risk.

CARE BBB-

ICARE Triple B

MinuslCARE BBB-

ICARE Triple B

,Minusl

t6

ffiffiCARE

CARE

CARE

Facilities

Non-ConvertibleDebentures

,Amount

{Tin,Crore}

2so

650

50

Rating Definition


HUMAN RESOURCES DEVELOPMENT

Intellectual Capital is the most valuable asset in modern business environment. Recognizing the fact, theCompany gives much importance to Human Resources Development and Management in the organization.Being a service industry, the key resource is manpower. Your Company emphasizes on imparting effectiveand continual training to its employees in a planned and systematic manner, to acquire and sharpencapabilities required to perform various functions associated with their present/ expected future roles in thebusiness of our Company. Many key positions in operations are held by senior professionals retired fromsenior positions in major public sector Banks. As of March 3!,20L4, your Company had 2530 employeeswhich increased Io 3287 employees on March 3I,2015 on its rolls at various organizational levels.

Your Company has laid down a Training policy, which:

o Enables the Company to train new employees that is necessary to ensure steady expansion of businessby way of opening of large number of branches and operating units, viz. regional offices, zonal officesetc.

o Helps employees to adapt to changing business environment, demand and expectation of customers,competition, advances in technology

o Helps the Company in improving the quality of service with professional approach which ensurescustomer satisfaction management

o helps the Company in evolving a culture of business and participative management

As per the Training Policy all categories of staff members should receive training in matters, including:

o Induction training at the time of entry into service and refresher program within 6 months of joiningservice

o In-service training at suitable intervals during career progression, preferably once in a year

o Promotion linked training of two to three days duration either before or after promotion, within aspecific time interval, preferably five years

Energy Consumption, Technology Absorption and Foreign Exchange Earnings and Outgo:

CONSERVATION OF ENERGY:

The Company is engaged in the financial services sector and therefore conservation of energy,technology absorption etc. have a limited application. However, the Company follows a practice ofpurchase and use of energy efficient electrical and electronic equipment and gadgets in its operations.As a further step the Company is in the process of developing a wind mill at Ramakkalmed,Thookkupalam in ldukki District.

Technology Absorption :

During the period under review there was no major technology absorption undertaken by the Company.Foreign Exchange Earnings and Outgo :

The Company is indulged in the business of FFMC with the RBI license. During the period foreignexchange earnings and outgo was as under:

'^ *- ziqiq.,ffidso ssot :

i

A)

B)

c)

L7

14792.OO(USD 238_)

d" ** h ^, _ Marqh 31-,?015#articulaiS

I mnu"l Report 2o14-1s

DTSCLOSURE AS REQUIRED UNDER COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL

PERSONNEL) RUtE,2014.

Disclosures as required under Companies (Appointment and Remuneration of Managerial Personnel) Rule,

2Ot4 are annexed together with this report. None of the employees drawing remuneration beyond the

monetary ceilings prescribed under Rule5 {2) of Companies (Appointment and Remuneration of Managerial

Personnel) Rule,2014.

AUDITORS

M/S Cheeran Varghese & Co., Chartered Accountants, Firm Registration No.050061S, Thrissur are the

auditors of the Company at the last Annual General Meeting held on 28-06-2OL4 subject to the ratification

by members at every consequent Annual General Meeting. Therefore, ratification of appointment of

Statutory Auditors is being sought from the members of the Company at the ensuing Annual General

Meeting

EXPIANATION TO AUDITORS OBSERVATIONS

i.In point no (xxi) of the annexure to the Auditors' Report they have also pointed out certain incidents of

fraud on the Company. Considering the nature of its business, these are instances of certain inherent risks

associated with the business of the Company. The Company has taken reasonable steps to avoid such

situations.

SECRETARIAT AUDIT

secretarial Audit Report as per sectio n2o4 of companies Act 2013 is placed as annexure (Annexure ll) to this

report.

EXPTANATION TO SECRETARIAL AUDIT REPORT

i. The Company has complied with substantial provisions under Section 62 of the Companies Act, 2013 except

for a few due to inadvertence. However, the company would ensure in future that all the provisions are

complied with to the fullest extent'

ii. TheCompanyhascompliedwithsubstantialprovisionsunderSection42oftheCompaniesAct'2O73exceptfor a few due to inadvertence. However, the Company would ensure in future that all the provisions are

complied with to the fullest extent'

iii. The company had already taken necessary initiative to publish necessary disclosures in its website as per

theCompaniesAct,2013andrespectiveruIesmadethereunder.

iv. our company is a closely held public Limited company and all the shareholders are relatives as per the

companies Act, 2ol3.Therefore it is technically impossible for us to comply with the second proviso to

Section 18S(1) ofthe Act.

v. Notices for convening meetings of the Board were used to be through telephone, and such practice was in

vogue for the past one decade mainly due to the fact that the directors consisted of a single family'

However, we are now comp|iant with the new provision of the Act, and soon wi|| follow the app|icab|e

secretarial Standards issued by lCSt'

vi.Companywi||updateitsComp|ianceManuaIaspertheapp|icab|eActsandre|evantamendmentandruIesmade thereunder with immediate effect'

EXTRACT OF ANNUAT RETURN

The Extract of Annual Return in form No. MGT-9 as per section 134 (3) (a) of the companies Act' 2013 read

with Rule 8 of companies Act (Accounts) Rules 2014 and Rule 12 of companies (Management &

Administration) Rules, 2014 duly certified by the Practicing company secretary is annexed hereto and forms

part of this report vide Annexure I

18

,4;M KosamattamrW6^ Finance Ltd.' knra*ib

Report 2OL4-15

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis Report is attached and forms an integral part of the Report of theBoard of Directors.

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION OCCURRED BETWEEN THE

END OF THE FINANCIAL YEAR AND DATE OF REPORT

On Aprif 2!,2015 Company has received a show cause notice No.L4Z/2OLS/ST from Commissioner of Central

Excise, Customs & Service Tax, Cochin demanding a sum of <5,4I,96,943.00,wherein Company has justified

that no service tax is payable and the proposalcontained in the show cause notice deserves to be dropped.

SIGNIFICANT AND MATERIAL ORDERS

The details of significant and material orders passed by the regulators or courts or tribunals that may impact

the operation of the Company in future are discussed in Note No.33 to the Financial Statements.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 185

The Company has not made any investment through not more than two layers of investment companies

during the year under review.

Further your Company has not directly or indirectly

i. given any loan to any person or other body corporate other than usual advances envisaged in a contract

of services if any,

ii. given any guarantee or provide security in connection with a loan to any other body corporate or person

and

iii. acquired by way of subscription purchase or otherwise, the securities of any other body corporate

exceeding sixty percent, of its paid-up share capital, free reserve and securities premium account or one

hundred percent of its free reserves and securities premium account whichever is more.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SUB-SECTION

(1) OF SECTION 188 OF THE COMPANIES ACT, 2013

The Company has not entered into any contracts or arrangements or transaction with related parties

referred to in sub-section (i.) of section 188 of the Companies Act, 2013 which are not at arm's length basis

during the year under review.The details of material contracts or arrangement or transactions, being arm's length transactions entered

into by the Company during the period under review are disclosed in note no.40 attached to and forming

part of this report and annexed to this report (Annexure lll)

RISK MANAGEMENT POLICY AND IMPLEMENTATION

In today's economic environment, Risk Management is a very important part of business. The main aim of

risk management is to identify, monitor and take precautionary measures in respect of the events that may

pose risks for the business. your Company's risk management is embedded in the business processes. Your

Company has identified the following risks:

cost funds and

fund company mayAny increase in interest rate willhave an adverse effect on our net

interest margin, therebY

adversely affecting business and

, By procuring low

' increasing the own

r mitigate such risks.

lnterest Rate Risk

19

Key Risk ; lmpact toi Kosamattam Finance Limited

Mitigation Plans

f nnnu"l Report 2014-1s

Human Resources Risk

Competition Risk

Compliance Risk

IncreasingRegulatory requirements

Market Price Risk

financial conditionCompany.

of our

Your Company's ability to delivervalue is dependent on its ability toattract, retain and nurture talent.Attrition and non-availability ofthe required talent resource can

affect the overall performance ofthe Company

, Your Company is always exposedto competition Risk From variousother non-banking finance

companies. The increase in

. comPetition can create pressure

, on margins, market share etc.

Any default can attract PenalProvisions and will have adverse

, impact on the functioning of theCompany.

r Volatility in the market Price of

, gold may adversely affect our, financial condition, cash flows and

results of operations.

By continuously benchmarking of thebest HR practices across the industry and

carrying out necessary improvements toattract and retain the best talent. By

putting in place production incentives on

time bound basis and evaluating theperformance at each stage of work. Also

recruitment is across almost all states ofIndia which helps to mitigate this risk.

By continuous efforts to enhance thebrand image of the Company by focusing

on R&D, quality, Cost, timely customerservice. By introducing new product

range commensurate with demandsyour Company plans to mitigate the risks

so involved.

By regularly monitoring and review ofchanges in regulatory framework.

By ensuring that sufficient security is

available for every loan.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION

AND REDRESSAL) ACT, 2013

The Company has in place an Anti-harassment policy in line with the requirements of the Sexual Harassment

of Women at Workplace (prevention, Prohibition and Redressal) Act, 2013. Internal Complaint Committee

are set up at shop floor level to redress complaints received regularly and are monitored by women line

supervisors who directly report to the Chairman & Managing Director. All employees (permanent,

contractual, temporary, trainees) are covered under the policy. There was no compliant received from any

employee during the financial year 2014-15 and hence no complaint is outstanding as on 31.03.2015 for

redressal. Considering the volume of women employees served with the Company, Mrs.Jilu Saju Varghese,

Director of the Company was entrusted by the Board in their meeting held on o2l0a/2013, with the duty of

safeguarding the interests of women employees against sexual harassment at work place.

CORPORATE SOCIAL RESPONSI BILITY

The Company has adopted the Corporate Social Responsibility Policy outlining the various activities defined

in Schedule Vll of the Companies Act, 2013. The Policy envisages the formulations of the CSR Committee

which will recommend the amount of expenditure to be incurred on the activities referred to in the Policy

to the Board and monitor the project/programs from time to time with reporting of the progress on such

project/programs to the Board. The execution of the projects/programs is either by way of partnering

through the implementing agencies or directly by the Company. Contents of the CSR policy of the Company

is displayed on the website of the company www.kosamattam.com. Report on csR activities/initiatives is

annexed to this rePort.

20

I nnnr"r Report 2014-1s

DIRECTORS' RESPONSIBILITY STATEMENT

Directors' Responsibility Statement pursuant to the provisions of section 134 (5) of Companies Act, 2013 on

the accounts of the Company for the year ended 31'tMarch, 2015 is given below:

L. In preparation of the annual accounts, the applicable accounting standards have been followed along

with proper explanation relating to material departures.

Z. The Directors have selected such accounting policies and applied them consistently and made

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

of affairs of the Company as on March31,2015 and of the Profit of the Company for that period

3. The Directors have taken proper and sufficient care for the maintenance of adequate accounting

records in accordance with the provisions of the Companies Act, 2013 in safeguarding the assets of the

Company and for preventing and detecting fraud and other irregularities.

4. The Directors have prepared the Financial Statements on a going concern basis.

5. The Directors, had laid down internalfinancial controls to be followed by the Company and such internal

financial controls are adequate and were operating effectively.

6. The Directors had devised proper system to ensure compliance with provisions of all applicable laws

and that such systems were adequate and operating effectively.

ACKNOWTEDGEMENT

The Directors thank the shareholders, investors, valued customers and well-wishers of the Company for their

goodwill, patronage and whole-hearted support.

The Directors acknowledge with gratitude, the valuable and timely advice, guidance and support received

from the Reserve Bank of India, SEBI, BSE, ROC, Banks, Auditors, Tax Consultants, Secretarial, Legal advisors,

and various financial institutions in the functioning of the Company'

The Directors place on record their deep appreciation of valuable contribution of the members of the staff

at all levels to the all-round progress of the Company during the year and look forward to the continued co-

operation with integrity and teamwork in realization of the corporate goals in the days ahead.

For and on behalf of the Board of Directors

G-M

DIN:01286073

Place : Kottayam

Date :22-O6-2OL5

6PrOJIu n.nrr^"rr\(

2t

6um Managing Director

MANAGEM ENT DISCUSSION AND ANATYSIS REPORT

OVERVIEW

The Indian economy recorded stable growth in fiscal year 201,4-75 with various sectors of the economyperforming better relative to FY14. While the agriculture sector slowed down on the back of a weak anduneven monsoon earlier in FY15, industry showed some signs of revival towards the end of FY15 while servicesector largely remained robust. The GDP growth in FY15 came in at7.3%vis-a-vis 6.9%in Fy14 while inflation(both headline and consumer) drifted lower continuously throughout the fiscal. Corporate performance inQ1, Q2 and Q3-FY15 has however remained a weak link in the economy, making it an oft discussed point.After a lacklustre FY14, industry and market players have been closely tracking corporate performance inFY15 with broad expectations of an improvement in sales and profit margins.

The Indian financial sector consists of a wide variety of institutions which cater to different market segments.At the apex level are scheduled commercial banks which follow universal banking model. Next, there is thecooperative banking sector with two different strands. while the three Tier rural co-operative structure(State/District/grass root level outfits), takes care predominantly of agriculture and allied activities; theurban co-operative banking structure provides succour mainly to the small customers at the bottom ofpyramid in urban areas. on the other hand, Non-Bank Financial companies (NBFCs) are largely involved inserving those classes of borrowers who are generally excluded from the formal banking sector.

NBFCs being financial intermediaries are engaged in the activity of bringing the saving and the investingcommunity together' In this role they are perceived to be playing a complimentary role to banks rather thancompetitors' as it is a known fact that majority of the population in the country do not yet have access tomainstream financial products and services including a bank account and therefore the country needsinstitutions beyond banks for reaching out in areas where banks' presence may be lesser.

NBFC SECTOR AND GOLD rOAN NBFCs

NBFCs in India have recorded marked growth in recent years. After their existence, they are useful andsuccessful for the evolution of a vibrant, competitive and dynamic financial system in Indian money market.The success factors of their business has been by making ihe most of their ability to contain risk, adapt tochanges and tap demand in markets that are likely to be avoided by the bigger players. Thus the need foruniform practices and level playing field for NBFCs in India is indispensable.

For a large and diverse country like India, ensuring financial access to fuel growth and entrepreneurship is acritical priority' Banking penetration continues to be low, and even as the coverage is sought to beaggressively increased through programs like the Pradhan Mantri Jan Dhan yojana, the quality of coverageand ability to access comprehensive financial services for households as well as small businesses is still farfrom satisfactory' In this scenario, the Non-Banking Finance companies (NBFc) sector has scripted a storythat is remarkable.

As of March 2014, there were 72,029 NBFCs registered with the Reserve Bank, of which 24L weredeposit-accepting (NBFCs-D) and 11,788 were non-deposit accepting (NBFCs-ND). As per the Financial stabilityReport of RBI , During 2013-t4, the overall balance sheet of t\lgrcs-Nlo-st expanded by g.5 per cent. Loansand advances (a major component on the assets side) increased by 11-.2 per cent. Total borrowings, whichconstituted more than two-third of their liabilities, increased by 9.g per cent. The financial performance ofNBFCs-ND-sl improved during 2oL3-L4 as their net profit to toial income increased from 1g.3 per cent to20'2 per cent' As a result, return on assets rose to 2.3 per cent as of March 20L4 from2.o per cent a yearago.

The recent developments in the gold loan market have both positive and negative implications. In a country,where illiterate and semi-literate people have to raise a loan for meeting some sudden medical exigency oran educational loan or a business loan by a small and medium enterprise owner, the gold loans extended bythe NBFCs are very handy and flexible, though costlier than such loans disbursed by banks. At a time, whenfinancial inclusion is a major policy goal, the services rendered by the gold loans NBFCs, which are a part of

22


the organised loan market are contributing in a reasonable measure to cater to the borrowing requirementsof a needy section of the society.

V New Regulatory Frameworks for NBFCs

The NBFC (Non-Banking Finance Company) sector has evolved considerably in terms of its size, operations,technological sophistication, and entry into newer areas of financial services and products. NBFcs are nowdeeply interconnected with the entities in the financialsector, on both sides of their balance sheets. A reviewof the entire regulatory framework for the NBFC sector has been undertaken by Reserve Bank with a view totransitioning, over time, to an activity based regulation of NBFCs.

The minimum Net owned Fund (NoF) criterion for existing NBFCs (those registered prior to April 1999) hasbeen increased to {20 million. NBFCs have been allowed till March 2Ot7 toachieve the required minimumlevels' Credit rating has been made compulsory for existing unrated asset finance companies (AFCs) by March31" 2076' Maximum limit for acceptance of deposits has been harmonised across the sector to 1.5 times ofNOF' Non-deposit taking NBFCs shall be categorised into two broad categories: NBFCs-ND (those with assetsless than T5 billion) and NBFCs- ND-sl (those with assets of {5 billion and above - deemed as systemicallyimportant) and regulations will be applied accordingly. NBFCs-ND will be exempt from capital adequacy andcredit concentration norms while a leverage ratio of 7 has been introduced for them. Asset classificationnorms (from 180 days to 90 days in a phased manner by the end of March 2o1s) in line with that of banksand increase in provisioning requirement for standard assets to 0.40 per cent in a phased manner by March2018' Additional corporate governance standards and disclosure norms for NBFCs have been issued forNBFCs-D and NBFCs-ND. NBFCs with assets of less than '5 billion shall not be subjected to prudential normsif they are not accessing public funds and those not having customer interface will not be subjected toconduct of business regulations

V Gold loan Business

Gold loan NBFCs provide loans against security of gold jewellery. Although banks are also involved in goldloan business, NBFCs'gold loans witnessed phenomenai growth due to their customer friendly approacheslike simplified sanction procedures, quick loan disbursement etc. Branches of gold loan NBFCs increasedsignificantly during the last couple of years mostly housed at semi-urban and rural centres of the country.Gold is an idle asset in the hands of individuals and there is a huge unlocked economic value in the Indianeconomy' which is said to have anywhere between 18000 to 20000 tonnes of gold. Just a smallfraction ofabout three per cent of this idle gold stock is being used for raising gold loans, at present. The processthrough which gord roans are raised is monetising the gord in the country.

Gold loan NBFCs help in monetisation of idle gold stocks in the country and facilitate in creating productiveresources' credit extended by the gold loan NBFCs witnessed a CAGR of g6.7 per cent during the periodMarch 2009 to March 2013' In absolute terms, NBFC gold loans increased from just Rs. 39 billion as on March31, 2009 to Rs.475 billion as on March 3L,201,3.

There was no material change in the regulations pertaining to gold loan NBFCs. The LTV ratio was raised to75 percent for loans against the collateral of gold lewell-ery f"rom the limit of 60 percent. The Bank hasprescribed that the valuation of gold jewellery ior airiving ri*," Loan-To-Value (LTV) shall be done at theaverage of the closing price of 22 carat gold for the preceding 30 days as quoted by the Bombay BullionAssociation Ltd. (8BA). on a review dated May 2t,2nL5, Reslrve Bank decided NBFCs may also use th:historical spot gold price data publicly disseminated by a commodity exchange regulated by the ForwardMarkets Commission.

There is huge potential for the gold loans business in lndia in the medium and long run, as the gold stockincreases ceaselessly in the country for varied reasons. Banks and gold loan NBFCs extenoing gold loans areplaying a role in this financialisation process. But, there are deveropments, which are of concern like veryrapid rate of growth of the gold loan business of NBFCs, the speed with which they opened branches, therate at which they started raising resources both from banks and non-bank ,our."r, their high profitability,complaints made by borrowers against the NBFCs and the steady decline in their capital funds.

23

OPPORTUNITIES

V changing Regulatory Frameworks: Reserve Bank has made a uniform LTV of 75 percent for both banksand NBFCs' This level playing field will more benefits to Non Banking Financial Companies since we havecloser customer interface. The volatility in gold price is reduced the interest of Banks in Gold LoanBusiness is also opportunity for us.

v Unexplored Gold in the Hands of Indian Households: The world Gold council (wcc) estimates privatelyheld gold to be anywhere between 18,000 to 20,000 tonnes in India. our business model aims atmonetarising this untapped gord through our gold roan schemes.

V New opportunities in Allied Products: NBFCs are given entry to Insurance Business, lssue of Creditcards, lssue of co-Branded credit cards and Distribution of Mutual Fund products etc. by complying RBIdirections. All are opening new opportunities for NBFCs.

v Flexibility of Gold Loans over other NBFCs: compared to other NBFCs like MFls, the average time toreceive a gold loan from an NBFC can be measured in minutes/ hours, while a loan from an MFlorsHGtakes weeks to get processed. The repayment schedule for gold loans are extremely flexible. Gold loanscan be pursued for any purpose where as there is restriction for usage of MFI Loans.

v Unorganised and Unserved sector: Recent studies on banking sector reveals that the majority of thebanking needs of weaker and minority groups are left unaddressed. The essential financial needs ofsuch unorganised sector is most widely through gold loans. This implies that people prefer convenienceover other factors and also reflects the fact that transaction cost plays an important role in the financialbehaviour of a client' while it is common known fact that interest rate for formal institutions is lowerand follow RBI guidelines, it was also observed that clients are finding higher loan to value ratio withformal institutions rather than the informal players.

THREATS

v Fluctuation in Gold Price : The gold price has declined to {267g on March 3r,zotsfrom the openingprice of <2844' Highest price recorded was t2980 and the lowest was {2531 during the financialyear201'4-75' This shows the high volatile gold price in lndia. The volatility in price makes it difficult to fix theLTV' Reducing gold price will increase the loan closing time gap, defaults and auction realisation whichwill in turn reduce the margin.with the introduction of periodical interest payments and strong LTV checks we are able to overcomethese threats.

v Reducing Demand for Gold Loans : Though we have unexplored areas, the reducing demand for goldglobally may pausing a threat. As an investment, people has already lost trust in gold. This will in turnaffects gold loan companies. Exploring the existing goio in the hands lndian Households by issuing newand attractive products can be a way to mitigate such a threat.

v Reducing Book Size due to Price Reduction : Though gold price has no direct impact over gold loanbusiness, the value of gold loan to weight will be oecreaseo caused by the price reduction. This mayleads the customers thinking about other options. Further, the increaie in gold loans customers maynot results in growth of the loan size.

RISKS AND CONCERNS

Going by the nature of complaints against gold loans NBFCs, like excessive interest rate related disputes,charges of improper documentation and auction related issues, there is a need to monitor the operationalpractices of the gold loans NBFCs carefully and continuously. There is also a continued need for strengtheningthe regulations and supervision to make them robust over medium and long haul and also make them highlycustomer-oriented' The major gold loan companies need to follow appropriate documentation, modifyauction procedures and also go for a self-imposed interest rate rationalisation. In sum, the operationalpractices followed by the NBFCs need an overhaul. The Gold Loan industry can play a proactive role in

24

ensuring the scrupulous implementation of the prescribed fair practices code in all aspects of the functioninoof gold loans NBFCs.

Our Company has in place a mechanism to minimise operational risks through effective control systemswhich call for constant review and an ongoing internal audit. Our risk management framework aims toidentify the diverse risks faced by the Company and come up appropriate mitigation strategies

I NTERNAT CONTROL SYSTEM

The Company has a sound internal control system in place which commensurate with the type, nature andsize of business. The primary objective of the internal control system is to ensure that all its assets aresafeguarded and protected as well as the prevention of revenue leakage from the Company. The Companyhas an Internal Audit Team in place which directly reports to the Audit Committee of the Company.Significant audit observations and follow up actions thereon are reported to the Audit committee.

The Audit committee reviews adequacy and effectiveness of the company's internal control environmentand monitors the implementation of audit recommendations including those relating to strengthening of theCompany's risk management policies and systems. The Audit Committee oversees the functioningof theaudit team and reviews the effectiveness of internal control at all levels apart from laying down constructivesuggestions for improving the audit function in the company. The present reporting structure ensuresindependence of the internal audit function and embodies best corporate governance practices.

The company had formed various committees such as Risk Management committee, Asset LiabilityManagement committee, Debenture Committee, Audit committee and Consumer Service Committee forthe proper administration of the day-to-day functioning. The corporate Governance committee,stakeholders relationship committee, Nomination and Remuneration committee and corporate socialResponsibility Committee have also been formed.

FINANCIAL PERFORMANCE

our strong run over the last few years made us set for exponential growth for a long time to come. we haveexpanded business at an astronomical pace during the last few years both in terms of our balance sheet andphysical presence. During the period under review, the management focus has been on expansion, withpriority given to strengthening of infrastructure and re-engineering of business processes to enable thecompany to face the challenges arising from changes in the regulatory environment, increased competitionetc.

Growth in Loan Portfolio wwloan Portfolio

140000.00

120000.00

100000.00

80000.00

60000.00

40000.00

20000.00

0.00

March March March March March March March2009 20L0 20LL 2o!2 2073 2ot4 2075

3,J.!

.g6oL

=ool!

tt98tt.74

25

98864.21is_-

ss*

qksM


Our Gold Loan portfolio has been growing over the last few years despite the reduction in gold price and theLTV restrictions. This positive growth in loan portfolio was the result of multiple factors such as the good andefficient management decision, better utilisation of our workforce, diversification of portfolios, macro-economic scenario, and certainties in the regulatory environment for gold loan NBFCs

1000.00

900.00

800.00

700.00

600.00

500.00

400.00

300.00

200.00

100.00

0.00

08-09 09-10 10-11 tt-12

Number of Branches

t2-t3 t3-14 t4-15

EPS

{*Number of Branches

PAT(t in tacs)

Revenue({ in Lacs)

oqroood

a.j

fr)t\lii

an

.t1..r|f\

q!')

.{ L?tt) r.jods-qrn an

r-oO

oir\TN

.ri

r{

"frr)

Tnr{

rncoF\r.i

f).ir-.

C) F-l an rn sf U)Hdr{e4r{i-{9eoooo^lc\tNa.tNNsuIuLLg

(} r{ f\ ar1 s}' L,}S r*1 el r-{ e,.l y-,(}C)()c)()()NNf!N..,iN

uLllttgu

Or{f!cOsl!nd F{ r{ r-l r{ rla()c)()()()r!a{NNc!N

GLl-LLU-t!i!

The NBFC sector has been gaining systemic importance in the recent years and the share of NBFC has steadilygrown from Io.7% of banking assets in 2009 to 1,4.3%of banking assets in20t4. our focus on niche segment,expertise in the specific asset classes, deeper penetration in the rural and unbanked markets helped us toachieve the result.

26

Report 2014-15

MATERIAL DEVELOPMENT IN HUMAN RESOURCE

Having highly competitive work force rightly placed is vital for every organization to succeed in an ever-changing field. Our employees are our most valuable and important assets. The quality of service providedby our assets is among the best in industry. We are committed to remain among the best service providerand good employer in the Industry. We have 3287 Employees as of March 31, 2015.

The Competency and Development of our workforce is continue to be a key area of our strategic focus. Wehave continuous training program for our employees at all levels of operation. Our training program is aimsat keeping our employees educated about the recent technology developments, industrial changes, newproducts and practices etc.

Compensation to our employees is among the best in Industry. Our valuable assets receives competitivebenefits and salaries. Performance driven compensation programme meets organisation's performance withindividual performance.

Your Company has laid down a Training policy, which:

o Enables the Company to train new employees that is necessary to ensure steady expansion of businessby way of opening of large number of branches and operating units, viz. regional offices, zonal officesetc.

o Helps employees to adapt to changing business environment, demand and expectation of customers.competition, advances in technology

o Helps the Company in improving the quality of service with professional approach which ensurescustomer satisfaction management

o helps the Company in evolving a culture of business and participative management

As per the Training Policy all categories of staff members should receive training in matters, including:

o Induction training at the time of entry into service and refresher program within 6 months of joiningservice

o In-service training at suitable intervals during career progression, preferably once in a year

o Promotion linked training of two to three days duration either before or after promotion, within aspecific time interval, preferably five years

CAUTIONARY STATEMENT

Statements made herein describing the Company's expectations or predictions are "forward-lookingstatements". The actual results may differ from those expected or predicted. prime factors that may make adifference to the Company's performance include market conditions, input costs, govt. regulations,economic development within/outside country etc.


!!/Chairman cum Managing DirectorDIN:01286073

Place : Kottayam

Date :22-O6-2Ots

;=(*.o.non'

27


ANNEXURE. I TO DIRECTORS REPORTEXTRACT OF ANNUAT RETURN

As on the financialyear ended on March 3I,2OIslPursuant to Section 92(3) of the Companies Act, 2013 and rule 12(L) of the Companies (Management and

Administration) Rules, 2014

l. Registration and Other Details

, Yesvii. ; Name, address and contact details oi tf,e Karvy Com putersha re Private Lim ited

Registrar and Transfer Agent, if anyi

i

ll. Principal Business Activity of the Company

Alf the business activities contributing 70% or more of the total turnover of the company shall be stated

Nil

lv' Share Holding Pattern (Equity share Capital Breakup as percentage to Total Equity)i) Category-wise Share Holding

A. Promoters1. lndiana) tndividua/HUi

i. .ClN U65929KL1.}871LCOO472} :

.ll. Registration Date 2s/03/rg87iii. Name of the Company Kosamattam Finance Limitediv fateg*ory/S,ub Calegory of the Company* public Company / NBFC., A il.-^^- -t tr :v' Address of the Registered office and Contact Kosamattam Mathew K. Cherian Building,

: Dgtails : ltAarket lr rnrfinn t\lt I Daa.t za++-.,^* |/^-^t^i j,ueta!!! ' MarketJunction, M.L. Road, Kottayam, Keralavi. I Whether tiiteO comp"nv = .-

, vo.

: Karvy Selenium Tower B, plot 3L-32,Gachibowli,Financial District, Nanakramguda, Hyderabad-500 032

Phone no : +91 040-67161596

, b) Central Govt

r c) State Govtsi

; d) Eodles,Colp,

i. 9) BeIks/F!f)Any Other

.::.:.-'.:.::::.:...................

i*2.Igricr

+-:tt---f:+-

121301000i... 12,30p00:---

roo

-

i 76.26i----.--i---j

::- ..... ..1. ::_. i :::

28

1 alNRt fndivldual

ii

Sl ; Name and Description of MJiNo. Productslservirpq i rc^-.,:-^ , the

lll. Particutars of the Hotding, subsidiary ana aiioiiite Comfinies

Category ofShareholders

No of

Demat

Shares held at the beginning ofthe year

, ehVsicat , fotat , y,of

t, 'fi:::rS

r No of Shares held at the end of the year , Y.a afcnang

, Dema Physical totat , %of e,t '. , 'Totul durlng: : . ,Share the1'; s year

10,30,000 10,30,000 100

Sub-total(AX1):- 10,30,000 L0,30,000 100 12,30,000 100 76.26

b) otherlndividualc) Bodies Corp.d) Banks/Fl

:lTl o'n"'

Sub-total(A)(2):-

B. PublicShareholding1. Institutionsa) Mutual Funds

b) Banks /Flc) Central Govtd) state Govtse) Venture CapitalFunds

f) InsuranceCompaniesg) Flls

h)ForeignVenture CapitalFunds

i) Others (Specify)

Sub-total(B)(1):-

2. Nonlnstitutionsa) Bodies Corp.

i) f ndian

ii) Overseas

b) Individuals

i) Individual

Shareholding nominalvalue uptolLakh

i---iii:i

il:ir-"--.---.-- i!---i

ii:lii:lii:!iiii

i

ii) Individual

Shareholding nominalvalue inexcess oflLakh

c) Others (Specify)

Sub-total(B)(2):-

TotalPublicShareholding(B)=(BX1l+(BX2)

C. Share held byCustodian forGDRs & ADRs

Grand Total(A+B+C)

10,30,000 10,30,000 : 100 12,30,000 : 12,30,000 100 t6.26

29

t:

f en,ru"l Report 2o14-1s

ii) Shareholding of Promoters

8,33,607 8,33,607

tP6!387 , 7P6,397

z2

. 80.93

l, 19.06:-; Negligible

';--: Negligible

i

9,93,607

);i63tt2

| 'J-

i. ..

,.1tt

..4, ..................

i 12,30,000

9,93,607 i 80.78

2P6,387 ,. ls 7 .t

2 ; Negligible

I Negligible

L i Negligible

i1 ; Negligible

1 i Negligible

12,30,000 . 100

t

i*_-{i-'.-"--------"1ii

i

::-----j

II

I

I

i

I

I

I

Ij1tl1i"-"-"""""--"""lLi^-

:l__iiii) change in Promoters' shareholding (please specify , if there is no change)

: %oftotal . No.ofsharesj shares of )

: 7o ot totat : No. of shares i % of totalj shares of ) i shares ofthe 'the

li th" y"",

I 3i: *l':,lncrease./ Decrease in piomJieii-si'ii"r.'oiJin;-dr;il| ih; G;; $;iiti;s ih;-ieil;;i;;-' incleage /{.q91.-e-.qse {e,9, qllotmgn! /. tp-1s[g11 bongs/ slaueat eqy.!]y etc),

Date Reason lncrease/Decrease Number of

: i iAllotment i I

i : way o_f glft ,3. Laila Mathew 31.05.2014 transfer by ' Inciease -i

40000i i : waY of gift

:

i 4.t.!h9 en{ of !!-9 v""q. 1, Mathery K,

-Cherlan: ?,--te i |e-l4e{l'-slry

i

993607 i

236387 ,

80.78 i --

30

tg.2t : --

Ko$amattamr(ffi Financeltd.

7 Bala Mathew , -- : 1

' 100.00

No. ofshares


iv) Shareholding Pattern of top ten Shareholders (Other than directors, promoters and holder ofGDRs and ADRs)

: At the b-eginnlng o-f the year

. -1,Ge-orge Thomas

r-?,!-qJUJPiel'Sle ,: 3.Milu Mathew

1

Negligible : 1

.rl-c-relgf 9ggqg.:"" !.19.. allotment / transfer / bonus/ sweatAt the end of !he_ yeqrl.George Thomas

Negliglble I 1

3.Milu Mathew ttleglig!ble- ; .-{

rleible J t

v) Shareholding of Directors and Key Managerial personnet

L

L

1 , M.a,!f,.ew lS:gh,griqn' , 8,33,60t ' 8O.SS : 160000 I 80.002

" Laila Mathew I,96,387 19.06 4OOO0 2O.OO

I . Date wise Increase / Decrease in Promoters Share holding during the year specifying the reasons fori increase / decrease (e.g. allotment / transfer / bonus/ sweat equity etc):. .......:..-..... ... . ... ..

I i i , lshares l

i 1. Mathew K. cherian 41.0i.20i4---nigr,i issue" rncrease -f 200000

: i lAllotment : I i

way of giftI : 3. Laila Mathew : 31.05.2014 , Transfer by Increase i qOOOO ,' ,rti

i At the end ofthe year _- i i---

i i 1. Mathew K. Cherian : 993607 : So.tg i --- *

---"*I ----- ... :, 2. Laila Mathew

3L

Shareholding at the Cumulative Shareholdingbeginning of the year during the year

No, of , % of total No. of I % of totalshares shares of shares shares of

Date wise Increase / Decrease in Promoters Share holding during the year specifying the reasons for

l 4.Bala Mathew

SN

For each of the Directors and KMpShareholding at the I Cumulative Shareholding duringbeginning r the

i shares of: the

, of the year ,, yexNo. of % oftotal i No. ofshares I % oftotal

Annuaf Report 2014-1-5

Indebtedness at thebeginning of the financialyear

95,50,78,400.00

11,28,13,399.00

Interest due but not paf diii) Interest accrued but notdue

i.idi,is,iiii.ii

155125,06,063.94

V. lndebtedness

i) Principal Amount

ii) lnterest due but not paid

iii) Interest acirued but not

Lt,o3,52,34,6t9.o0

eii,i.t,if ,iiiii..ii

,I

"-_.j11,99,03,13,019.00

i

--iI

96,57,40.87t.32 .-:i; due

Total(i+ii+iii) t06,78,9t,799.0o

Indebtedness at the end ofthe financial year

ij piincipar nmount iifiiit,it,iiaa.ia

16339,05,897.00

Vl. Remuneration of Directors and Key Managerial personnel

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

56,60i141098:00.........!

75512:451891:94 j

33608,87,820.32 j'.'.-- -.--..- . '.,--..'.----''.....--..-.'.i4t903,58,071.62 )

-,j

I

i

iiii.,qii,sd[.si,qjiooe,8z;8io.ii

ioogoz,ob,oss.oo213,48,687.94

10348,03,191.00

T7t464,It,960.94

."L Gross Salary

a) salary as per proviiioni coniiined-il . 4s,00,o0o.oo 24,00,000.00 '

z),o6,obo.oo ,

11,00,000.00- Others

32

Secured loansexcluding deposits

Unsecured loans Oeposits Total Indebtedness

It88,9t,62,090.32 L295,60,53,999.32Change in Indebted nessduring the financial year

698,52,3t,793.94

336,08,87,820.32

362,43,43,973.62 56,60,14,099.00

13620,82,400.00

200,70,206.94 12,78,475.007642,58,t69.00

Total (i+ii+iii)

slNO

Particulars of Remuneration

... Ngqe 9f MDt

Mathew K.

Cherian

'WTDlManager r Total Amount

I Laila Mathew

b) Vaf ue of perquisites u/s t7(2) ofIncome Tax Act 1961c) Profit in lieu of salary under section17(3) of Income Tax Act 1961

2 Stock OptionJ Sweat Equity

4 Commission- As %of Profit 14,00,000.00

5 Others (Specify)

Total 59,00,000.00 | 27,00,000.00 86,00,000.00as per the- Act (;llo/o of Net Profit)


B. Remuneration to Other Directors

o Fee for attendingcommittee meetings

board

I1*

i 2 : Other Non- Executive Directorsi - _ ..l..'..--'.-

I i o Fee for attending board i -- i

I io Commission i ---i' , . Others (Specifo) : ---

;

j , r_otgl (2)

I i ioiiiMdaseiil Re

i i Overall Ceiling as per the Act (tt% of Net profit)

a.i-.._..c. Remuneration to Key Managerial Personnel other than MD/Manager/wrD

tl{O of th"e lncome T-ax Act 1961b) Value of perquisites u/s L7(2) of Income Tax

i Act 1961

. ct pioni iltier-orrr6ry ,"de" secti*rz1t;i, lncome Tax Act 1961

- Others (specify)

Vl l. Penalties/Punishment/Compounding of Offences

There were no penalties / punishment / compounding of offences against the Company, Directors andother Officers in Default during the year ended 31st March 2015.


---!

6,00,000.00 i

."-- ->-y*[email protected] cum Managing DirectorDIN:01286073

Place: Kottayam

Date :22-O6-2Ots

33

s, j

Noti Name of Director

i Jilu Saju i Narayanan Swamy j Venkitachala tyerI Varghese I Chidambara lyer I Ranganathani Particulars of Remuneration

TotalAmount

L Independent Directors

25,000.00 10,000.00 35,000.00

o Commission

Total {1) 25,000.00 10,000.00 35,000.00I

---t

slNo Particulars of Remuneration

Key Managerial Personnel...-__" ...-f--"" _'__ i ^_

Company Secretary I CFO i TotalAmount1

2 Stock Option3 Sweat Equitv

4 Commission- As % of Profit

5 Others

Total 4,59,610.00

Report 2014-15

Annex-ll TO DTRECI,ORS REpORT

SECRETARIAL AU DIT REPORTFOR THE FINANCIAL YEAR ENDED ON 31ST MARCH,2015

[Pursuant to section 204(1) of the Companies Act, 2073 ond Rule No. g of the Companies (Appointment ondRemu neration Personnel) Rules, 20141

To,

The Members,Kosamattam Finance Limited

I have conducted the secretarial audit of the compliance of applicable statutory provisions and theadherence to good corporate practices by Kosamattam Finance Limited (hereinafter called the Company).Secretarial Audit was conducted in a manner that provided me a reasonable basis for evaluating thecorporate conducts/statutory compliances and expressing our opinion thereon.

Based on myverification of the Company's books, papers, minute books, formsand returnsfiled and otherrecords maintained by the Company and also the information provided by the Company, its officers, agentsand authorized representatives during the conduct of secretarial audit, I hereby report that in my opinion,the company has, during the audit period covering the financial year ended on 31st March, 201-5 compliedwith the statutory provisions listed hereunder and also that the Company has proper Board-processes andcompliance- mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

I have examined the books, papers, minute books, forms and returns filed and other records maintained bvKosamattam Finance Limited for the financial year ended on 3Lst March, 2015 according to the provisionsof:

(i) The Companies Act, 2013 (the Act) and the rules made there under;(ii) The Securities Contracts (Regulation) Act, 1956 ('SCRA') and the rules made there under;(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed there under;(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made there under to the

extent of Foreign Direct Investment, Overseas Direct Investment and External CommercialBorrowings;

(v) The Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act,1992 ('SEBI Act') viz. :-(a) The Securities and Exchange Board of lndia (Substantial Acquisition of Shares and Takeovers)Regulations,20LL;(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations ,1992;(c) The Securities and Exchange Board of India (lssue of Capital and Disclosure Requirements)Regulations , 2OO9;(d) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee StockPurchase Scheme) Guidelines, 1999;(e) The Securities and Exchange Board of India (lssue and Listing of Debt Securities) Regulations,2008;(f) The Securities and Exchange Board of India (Registrars to an lssue and Share Transfer Agents)Regulations,1993 regarding the Companies Act and dealing with client;(g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; and(h)The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998;

(vi) Reserve Bank of India Act, 1934 and RBI directions and guidelines as are applicable to Non BankingFinance Companies (NBFC')which is specifically applicable to the Company.

34

I have also examined compliance with the applicable clauses of the debt Listing Agreements enteredinto by the Company with BSE Limited.

During the period under review the Company has complied with the provisions of the Act, Rules,Regulations, Guidelines, Standards, etc. mentioned above except to the extent as mentioned below:a) The company has not fully complied with the Act and the rules with regard to rights issue made

by it during the year under report.b) The Company has not fully complied with the Act and the rules regarding the private placement

of securities during the year under report.c) The Company has not fully complied with the Act and rules with regard to compulsory disclosure

of information in the Company,s website.d) The Company has complied with the provisions of the Act and rules made there under with

respect to related party transactions, except for the resolution passed in general meeting, whichis technically impossible due to the fact that all shareholders are related parties.

I further report that:

The Board of Directors of the Company is duly constituted with proper balance of ExecutiveDirectors, Non-Executive Directors and Independent Directors. The changes in the composition ofthe Board of Directors that took place during the period under review were carried out in compliancewith the provisions of the Act

Adequate notice as prescribed by the Act was not given to all directors to schedule the BoardMeetings, agenda and detailed notes on agenda were not sent at least seven days in advance andno system exists for seeking and obtaining further information and clarifications on the agenda itemsbefore the meeting and for meaningful participation at the meeting.

Majority decision is carried through while the dissenting members'views are captured and recordedas part of the minutes.

I further report that there are systems and processes in the company commensurate with the sizeand operations of the company to monitor and ensure compliance with applicable laws, rules,regulations and guidelines. However, the said systems and processes need considerable updating.

I further report that during the audit period the company has:a) lssued and allotted rights shares amounting to rupees twenty crores.b) lssued and allotted non convertible debentures by public issue amounting to rupees six hundred

and twelve crores sixty seven lakhs and thrity nine thousand.c) lssued and allotted non convertible debentures by private placement amounting to rupees five

crores seventy lakhs and four thousano.d) Bought agricultural land for a sum of rupees twenty six crores.

Compdny Secretdry in procticeACS No. 10311 C P No.:4091

This report is to be read with my letter of even date which is annexed as Annexure A and forms anintegral part of this report.

35

I nnnu"r Report zoLr-ts

tAnnexure A'

To,

The MembersKosamattam Finance Limited

My report of even date is to be read along with this letter.

1. Maintenance of secretarial record is the responsibility of the management of the company. Myresponsibility is to express an opinion on these secretarial records based on my audit.

2. I have followed the audit practices and processes as were appropriate to obtain reasonableassurance about the correctness ofthe contents ofthe Secretarial records. The verification was doneon test basis to ensure that correct facts are reflected in secretarial records. I believe that theprocesses and practices, we followed provide a reasonable basis for our opinion.

3. I have not verified the correctness and appropriateness of financial records and Books of Accountsof the company.

4. Where ever required, I have obtained the Management representation about the compliance oflaws, rules and regulations.

5. The compliance of the provisions of Corporate and other applicable laws, rules, regulations,standards is the responsibility of management. My examination was limited to the verification ofprocedures on test basis.

6. The Secretarial Audit report is neither an assurance as to the future viability of the company norof the efficacy or effectiveness with which the management has conducted the affairs of thecompany.

Compony Secretdry in practiceACS No. 10311 C P No.:4091

Place: ThrissurDate:22.062075

36

Annex-lll TO DTRECTORS REpORT

Form No. AOC-2

(Pursuant to clouse (h) of sub-section (3) of section 134 of the Act ond Rule 8(2) of the Companies(Accounts) Rules, 2014)

Form for disclosure of paniculars of contracts/arrangements entered into by the company with relatedparties referred to in sub-section (1) of section 188 of the Companies Act, 2013 inctuding certain arm,s

length transactions under third proviso thereto

1. Details of contracts or arrangements or transactions not at Arm's [ength Basis:

Nil

2. Details of material contracts or arrangement or transactions at arm,s length basis:

Adetailedreportofre|atedpartytransactionsaregivennffi


DIN:01286073 lvPlace: Kottayam

Date :22-06-20L5

:'/,

(a) Name(s) of the related partyand nature of relationship:

Mathew K. Cherian

Shareholder & Managing Director ofthe Company

Kosamattam Security System

Partnership firm in whichManaging Director and Whole-Time Director of the Companyare only partners

(b) Nature of contracts/arrangements /transactions Purchase of land Acquiring services from firm

(c) Duration of the contracts /a rra nge me nts/tra nsactio ns :

NAUsually annual, however,depends on the nature oftransaction

(d) Salient terms of the contractsor arrangements or transactionsincluding the value, if any:

The land was in the possession of Mr.Mathew Cherian, Chairman andManaging Director of the Company.Negotiations were being made and thedeal was made for the consideration ofRs.26,00,00,000.

Quotations are invited andconsidering the quality of theservice dependability Companyselects the lowest quotation.

(e) Date(s) of approval by theBoard, if any:

17.O5.201,4 76.04.20t4

(f) Amount paid as advances, ifany: 20,o0,oo,0oo/- 89,97,995/-

37

Report 2014-15

REPORT ON CSR ACTtVtTtES/tNtTtATtVES

[Pursuant to Section 135 of the Act & Rules made thereunder]

1. Brief Outline of the CSR Policy

The Company has adopted the Corporate Social Responsibility Policy outlining the various activitiesdefined in Schedule Vll of the Companies Act, 2013. The Policy envisages the formulations of the CSRCommittee which will recommend the amount of expenditure to be incurred on the activitiesreferred to in the Policy to the Board and monitor the project/programs from time to time withreporting of the progress on such project/programs to the Board. The execution of theprojects/programs is either by way of partnering through the implementing agencies or directly bythe Company. Contents of the CSR policy of the Company is displayed on the website of the Companywww.kosamattam.com

2. The Composition of the CSR CommitteeThe Corporate Social Responsibility Committee was constituted by way of board resolution datedMarch 03, 2014.The Committee comprise of the following members:

a. Mr. Mathew K. Cherian

b. Ms.Laila Mathewc. Ms.Jilu Saju Varghese

d. Mr. Narayanaswamy Chidamabara lyer

3. Average Net Profit of the company for last 3 financial years : 53.97 crores

Prescribed CSR Expenditure (two percent (2%l of the amount as in item 3 (above) : 1.0g crores

Details of CSR spend for the financial year

company had not spend any amount against corporate social responsibility

Manner in which the amounts were spent during the financial year is detailed belowCompany had not spend any amount against its Corporate Social responsibility

Reason for not spending the amount

The expenditure under this head can be incurred only after the discussion is finalised with certainNon-Governmental organizations specialized in the field of Palliative care and social welfareactivities The Company shall spend the entire amount during the financial year 2015-16 in line withpolicy adopted by the Company. Company has created a reserve amounting to {1.0g Crores for thesame purpose.


Chairman cum Managing DirectorDIN:01286073

Place: Kottayam

Date :22-06-2OLs

4.

5.

6.

7.

38


Disclosure pursuant to Rule 5 of Companies(Appointment and Remuneration of Managerial Personnel) Rules, 2014

(i)& (ii) The ratio of the remuneration of each Director to the median and mean remuneration of the

employees of the company for the financial year and the percentage increase in remuneration of each

director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the

financial year:

3.

1..

2.

Mathew K. Cherian

Laila Mathew

rurr.vrnr i*rtyChidambara lyer

Venkitachala lyer

Ranganathan .

5. Denny Kuncheria i 5.00

6: Annamma Varghese C ,

(iii) The percentage increase in the median remuneration of employees in the financial year: 2.55

(iv)The number of permanent employees on the rolls of the Company: 1650

Explanation on the relationship between average increase in remuneration and companyperformance:

On an average, employees received an increase of 2.56% during the financial year 2Ot4-15. The

remuneration components include a fair proportion of fixed and variable pay. The increase in fixed

pay is periodically reviewed while the increase in variable pay is broadly aligned to the company's

Performance during the financial year.

Comparison of the remuneration of the Key Managerial Personnel against the performance ofthe Company - Profit before Tax - Rs.939.14 lac

(Rs.in lacf

Remuneration

Remuneration(as 7o of PBT)

(vi)

(vii)

39

Names of the Directors I : Ratio to Median Ratio to MeanKey Managerial Personnel : Remuneration Remuneration

, {times} (times)

lncrease /Decrease in

Remuneration(%l

49.L6 43.53 (71.08)

22.5 79.92 (48.08)

0.208 0.18 NA

0.0833 o.o7 NA

4.42

s.sg

Nil

31.16

Particulars r Mathew taila NarayanaSwamy , Venkitachala

r K. Mathew, Chidambara lYer, r lyer

' Cherian, i Wtrole- Independent : Ranganathan,

Managing ; TimeDirector ' Director

Director lndependentDirector

Denny AnnammaKuncheria,CFo Varghese C,

. Company.Secretary

59.00 27.00 0.25 0.10 6.00 4.59

6.28 2.87 0.03 0.01 0.53 0.49

I nnnu"r Report 2014-1s

(viii) Variations in the market capitalisation of the Company, price earnings ratio as at the closing date of

the current financial year and previous financial year and percentage increase or decrease in the

market quotations of the shares of the Company in comparison to the rate at which the Company

came out with the last public offer in case of listed companies, and in case of unlisted companies,

the variations in the net worth of the Company as at the close of the current financial year and

previous financial year.

(xii)

Average percentile increase already made in the salaries of employees other than the managerial

personnel in the tast financial year and its comparison with the percentile increase in the

managerial remuneration and justification thereof and point out if there are any exceptional

circumstances for increase in the managerial remuneration:

The average increase in salaries of employees other than managerial personnel in 2014-15 was

2.56%.There was no increase in the managerial remuneration for the year.

Comparison of the each remuneration of the Key Managerial Personnel against theperformance of the company;

Pl. refers point no. (vii)

The key parameters for ony variable component of remunerotion availed by the directors;

Commission within the ceiling of 2.5% and I% respectively of the net profits of the Company, to

Managing Director and Whole-time Directors.

The ratio of the remuneration of the highest paid director to that of the employees who are not

directors but receive remuneration in excess of the highest paid director during the year; and

Not applicable.

Affirmation that the remuneration is as per the remuneration policy of the company.

The Company affirms that remuneration is as per the remuneration policy of the Company.


(ix)

(x)

(xi)

(xii)

--=. >Mathffiffin''Chairrna-n cum Managing Director

DIN:01286073

Place: Kottayam

Date :22-O6-2Ots

40

Net worth

Particulars As on 31.03.2015 As on 31.03.2014 Increase

INDEPEN DENT AUDITORS' REPORT

To the Members ofKosamattam Finance Limited

Report on the Financial Statements

We have audited the accompanying financial statements of Kosamattam Finance Limited ("the Company"),which comprise the Balance Sheet as at March 3!,2015, the Statement of Profit and Loss and Cash FlowStatement for the year then ended, and a summary of significant accounting policies and other explanatoryinformation.

Management's Responsibility for the Financial Statements

The Company's Board of Directors is responsible for the matters stated in Section 134(5) of the CompaniesAct, 2013 ("the Act") with respect to the preparation of these financialstatements that give a true and fairview of the financial position, financial performance and cash flows of the Company in accordance with theaccounting principles generally accepted in India, including the Accounting Standards specified under section133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includesmaintenance of adequate accounting records in accordance with the provisions of the Act for safeguardingthe assets of the Company and for preventing and detecting frauds and other irregularities; selection andapplication of appropriate accounting policies; making judgments and estimates that are reasonable andprudent; and design, implementation and maintenance of adequate internal financial controls, that wereoperating effectively for ensuring the accuracy and completeness of the accounting records, relevant to thepreparation and presentation of the financial statements that give a true and fair view and are free frommaterial misstatement, whether due to fraud or error.

Auditors' Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit.

We have taken into account the provisions of the Act, the accounting and auditing standards and matterswhich are required to be included in the audit report under the provisions of the Act and the Rules madethere under.

We conducted our audit in accordance with the Standards on Auditing specified under Section 1a3(10) ofthe Act. Those standards require that we comply with ethical requirements and plan and perform the auditto obtain reasonable assurance about whether the financial statements are free from materialmisstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in thefinancial statements. The procedures selected depend on the auditor's judgment, including the assessmentof the risks of material misstatement of the financial statements, whether due to fraud or error. In makingthose risk assessments, the auditor considers internal financial control relevant to the Company'spreparation of the financial statements that give a true and fairview in orderto design audit procedures thatare appropriate in the circumstances but not for the purpose of expressing an opinion on whether theCompany has in place an adequate internal financial controls system over financial reporting and theoperating effectiveness of such controls. An audit also includes evaluating the appropriateness of accountingpolicies used and the reasonableness of the accounting estimates made by the Company's Directors, as wellas evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and -apa_ropriate to provide a basis for ouraudit opinion on the financial statements.

4t

1,.

2.

OpinionIn our opinion and to the best of our information and according to the explanations given to us, the aforesaidfinancial statements give the information required by the Act in the manner so required and give a true andfair view in conformity with the accounting principles generally accepted in India, of the state of affairs ofthe Company as at March 31,2075, and its profit and cash flows for the year ended on that date.

Emphasis of Matter

We draw attention to Note No.44 of financialstatement regarding related party transactions u/s 188 of TheCompanies Act, 2013. Our opinion is not qualified in respect of this matter.

Report on Other Legal and Regulatory Requirement

As required by the Companies (Auditor's Report) Order, 2015 ("the Order") issued by the CentralGovernment of India in terms of sub-section (11) of section I43 of the Companies Act, 2013, we give in

the Annexure l, a statement on the matters specified in paragraphs 3 and 4 of the Order.

As required by Non-Banking Financial Companies Auditor's Report (Reserve Bank) Directions,2O08, wegive in Annexure - ll, a statement on the matters specified in the paragraph 3 and 4 of the said directions.

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

We have sought and obtained allthe information and explanations which to the best of our knowledgeand belief were necessary for the purposes of our audit.

In our opinion, proper books of account as required by law have been kept by the Company so far as itappears from our examination of those books.

The Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement dealt with by thisReport are in agreement with the books of account.

In our opinion, the aforesaid financial statements comply with the Accounting Standards specified undersection 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

On the basis of written representations received from the directors as on March 31-,2075, and taken onrecord by the Board of Directors, none of the directors is disqualified as on March 37,2015, from beingappointed as a director in terms of Section 1,64 (2) of the Act.

With respect to the other matters to be included in the Auditor's Report in accordance with Rule 11 ofthe Companies (Audit and Auditors) Rules, 2OI4,in our opinion and to the best of our information andaccording to the explanations given to us:

i. The Company has disclosed the impact pending litigations on its financial position in its financialstatements- Refer Note.33 to the financial statements.

ii. The Company did not have any long -term contracts including derivative contracts for which therewere any material foreseeable losses.

iii. There were no amounts which were required to be transferred to the Investor Education andProtection Fund by the Company.

For CHEERAN VARGHESE & CO

Chartered Accountants

3.

a)

b)

c)

d)

e)

PLACE : THRISSUR,

DATE :22-O6-2Ots

C.V. VARGHESE

PARTNER

M. No:020644

42

No:0500615

Report 2014-15

(i)

ANNEXURE ITO THE AUDITORS' REPORT

The Annexure referred to in our report to the members of Kosamattam Finance Limited ("the Company") forthe year ended on March 31,20t5. We report that:

(a) The Company is maintaining proper records showing full particulars, including quantitative detailsand situation of fixed assets;

(b)All the assets have not been physically verified by the management during the period but there is a

regular programme of verification which, in ouropinion, is reasonable having regard to the size of theCompany and the nature of its assets. No material discrepancies were noticed on such verification.

(a) Being a Non-Banking Financial Company having no closing inventory, maintenance of inventoryrecords and their valuation are not applicable. Consequently, the provisions of clause ii (b) and (c) ofthe order are not applicable to the Company.

Company has granted secured loan to two parties covered in the register maintained under Section 189

of the Companies Act. The maximum amount involved on such accounts during the year is

<233337444.00 and yearend balance on such accounts is t233337444.00

(a) The receipt of the principalamount and interest are regular.(b) According to the information given to us, there is no overdue amount which is more than rupees

one lakh.

According to the information given to us, there is an adequate internal control system commensuratewith the size of the Company and the nature of its business, for the purchase of inventory and fixedassets and for the sale of goods and services. During the course of our audit, we have not observed anycontinuing failure to correct major weaknesses in internal control system.

(v) In our opinion and according to the information and explanations given to us, the Company has notaccepted any deposits from the public during the year.

(vi) Being a financial Company, maintenance of cost records has not been specified by the CentralGovernment under sub-section (1) of section 148 of the Companies Act.

(vii)(a)The Company regular in depositing undisputed statutory dues including provident fund, employees'state insurance, income-tax, sales-tax, wealth tax, service tax, duty of customs, duty of excise, valueadded tax, cess and any other statutory dues with the appropriate authorities. There is no arrears ofoutstanding statutory dues as at the last day of the financial year concerned for a period of more thansix months from the date they became payable.

(b) There is no dues of income tax or sales tax or wealth tax or service tax or duty of customs or duty ofexcise or value added tax or cess have not been deposited on account of any dispute. However,according to the information and explanations given to us, the following dues of income tax and ServiceTax have not been deposited by the Company on account of disputes;

(ii)

(iii)

(iv)

GoverningStatutes

Income Tax

Laws

Nature ofDtgl

Fringe

Benefit Tax

r-*!

I

I

I

Financial Year to ; forum *frtie diipute is pending

Amount I which the amount I ,

relates| .45:'',.., '. ;v,

66,984.00 2005 - 2006 ,y':\i'!r! ti '., '

l,os,ooo.oo 2006 -?oo7 ' :::t ""-: fj:,::,7#xf.^Yj"*,ffiffifii ;Ai$il .i exPressedbYvar

43

I anrru.l Report 2o14-1s

t_

CBEC

CBEC

CBEC

CBEC

I

i

Service Tax i

Service Tax

2,74,739.O0

4t,o4,Lt7.O0

6,96,75,984.00

.............1....

2,3O,L4,979.00For the Period Apr

2012-June 2012

t-..t

| 2008 - 2009:

i i;i ih; P;;i;A i;p2OO4 - Sep 2008

For the Period Oct2008- Nov 2011

Compjny has not remitted fiingeBenefit Tax

Commissioner of Central Excise,

Customs & Service T_ax, Cochin, i

Customs Excise and Service Tax :

Appellate Tribunal, Bangalore

Customs Excise and Service Tax

Appellate Tribunal, Bangalore

Customs Excise and Service Tax ,

Appellate Tribu nal, Bangalore

C.V. VARGHESE

PARTNER

M. No:020644

(c) There is no amount which required to be transferred to investor education and protection fundaccordance with the relevant provisions of the Companies Act, 1956 (1 of 1956) and rules made thereunder.

(viii) The Company has no accumulated losses at the end of the financial year. lt has not incurred cash lossesin financial year covered by our audit and in the immediately preceding financial year;

(ix) In our opinion and according to the information and explanations given to us, the Company has notdefaulted in repayment of dues to a financial institution or bank or debenture holders.

(x) ln our opinion and according to the information and explanations given to us, the Company has notgiven any guarantee for loans taken by others from bank or financial institutions.

(xi) In our opinion and according to the explanation given to us term loans were applied for the purposefor which the loans were obtained;

(xii) As disclosed in Note.3O,we report that, during the year there have been certain instances of fraud onthe Company by employees and others, where gold loan related misappropriations / cashembezzlements have occurred for amounts aggregatingT 2,54,72,429 of which the Company hasrecovered t3528000. The Company has taken insurance cover for such losses and has filed insuranceclaims in this regard. Further, the Company is in the process of recovering these amounts from theemployees and taking legal actions, wherever applicable.

FoT CHEERAN VARGHESE & CO

Chartered AccountantsFirm

PLACE : THRISSUR,

DATE :22-06-20Ls

44

Service Tax

Annual Report 2OL4-L5

ANNEXURE IITO THE AUDITORS' REPORT

To

The Board of DirectorsKosamattam Finance Limited

We have audited the Balance Sheet of Kosamattam Finance Limited as on March 31, 2015 and also the

Statement of Profit and Loss and Cash Flow Statement for the year ended on that date annexed thereto. As

required by the Non-Banking Financial Companies Auditors' Report (Reserve Bank) Directions 2008, and

according to the information and explanations to us, we give below, a statement on matters specified inparagraphs 3 and 4 of the said directions:

(i) The Company is engaged in the business of Non-Banking Financial institution and it has obtained the

certificate of registration as provided in section 45 lA of the RBlAct, 1934.

(ii) The Company is entitled to hold Certificate of Registration in terms of Asset/lncome Pattern as on March

31,2015.

(iii) The Company has not been classified as an Asset Finance Company during the year ended March 31,

2075.

(iv) The Company has not been classified as a NBFC-MFls during the year ended March 3L,20L5.

(v) The Board of Directors of the Company has passed a resolution for non-acceptance of Public Deposits.

(vi) The Company has not accepted any public deposits during the year under review.

(vii) According to the information and explanation given to us, the Company has complied with theprudential norms on lncome Recognition, Accounting Standards, Asset Classification, Provisioning forbad and doubtful debts as specified in the directions issued by the Reserve Bank of India in terms ofthe Systemically lmportant Non-Banking Financial (Non-Deposit Accepting or Holding) CompaniesPrudential Norms (Reserve Bank) Directions, 2015.

(viii) The Capital adequacy Ratio as disclosed in the return submitted to the RBI in terms of Systemicallylmportant Non-Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms(Reserve Bank) Directions, 2015, has been correctly arrived and such ratio is in compliance with theminimum CRAR prescribed by the Reserve Bank of lndia.

(ix) The Company has furnished to the RBI the annual statement of Capital Funds, risk assets and risk asset

ratio within the stipulated period.

The report has been issued pursuant to the Non-Banking Financial Companies Auditors'Report (Reserve

Bank) Directions, 2008 and is issued to the Board of Directors of the Company as required by Paragraph 2 ofsuch directions and should not be used for any other purposes.

FoT CHEERAN VARGHESE & CO

Chartered Accountants:0500615

PLACE : THRISSUR,

DATE 222-06-2Ot5

C.V. VARGHESE

PARTNER

M. No: 020644

45

Report 2014-15

BATANCE SHEET AS AT March 31, 2015Amount in (

PARTICUTARS Note No !4erl! 11,2015 March 3t,2OL4EQUITY AND TIABITITIES

Shareholder's FundsShare CapitalReserves and SurplusMoney Received against Share Warrants

Share Application Money Pending AllotmentNon-Current Liabilities

Long-term BorrowingsDeferred Tax LiabilitiesOther Long Term LiabilitiesLong Term Provisions

Current LiabilitiesShort-term BorrowingsTrade Payables

Other Current LiabilitiesShort-term Provisions

6

7

9

10

12300,00,000.007737,99,946.74

0.000.00

113617,33,000.000.00

8044,96,795.7035,90,569.00

73297,95,769.OO

0.00

10300,00,000.007222,79,L30.97

0.000.00

96802,37,919.000.00

8542,91,590.3223,52,727.00

9946,99,120.000.00

36933,25,783.22 14537,44,305.00752,16,792.O0 526,44,778.00

Grand Total t927t4,47,955.66 L47902,49,570.29ASSETS

Non-current AssetsFixed Assets

Tangible Assets

Intangible AssetsCapital Work-in-progressIntangible Assets under Development

Non-cu rrent lnvestmentsDeferred Tax Assets (net)LongTerm Loans and AdvancesOther Non-current Assets

Current AssetsCurrent lnvestmentslnventoriesTrade Receivables

Cash and Bank Balances

Short-term Loans and AdvancesOther Current Assets

ITL2

13

14

15

IO77

9596,47,706.74105,03,256.00372,73,350.OO

0.000.00

516,09,360.001905,26,575.35

772,96,075.24

0.000.000.00

30872,48,439.39179720,88,220.2029452,54,972.74

6330,56,895.9446,35,750.00

257,45,360.0043,40,000.00

0.00138,90,940.00

1052,37,700.4718,26,310.00

0.000.000.00

9732,44,I92.31103257,40,100.3327025,32,93t.24

18

19

20

Grand Total 1927L4,47,955.66 L479O2,49,570.29

1\111j^\1r \1u

Rnnarngma'vltgn"<6-c.Company SecretaryFCS 3112

L J"" r\*\\*,Laila MathewWhole Time DirectorDIN:01286175

Chief Financial Officer

As per our report of even date attached

For Cheeran Varghese & Co.,

Chartered AccountantsFirm Registra No.050061S

C.V. VarghesePartnerM.No. 020644

DIN:01286073

,^

Place: Kottayam,Date :22-O6-2Ots

46

I annu"l Repoft 2ol4-1s

STATEMENT OF PROFIT AND LOSS FOR YEAR ENDED MATCh 31, 2015

Amount in {PARTICULARS

NoteNo

March 31,2015 March 3t,2OL4

Revenue from OperationsOther lncome

Total Revenue

Expenses:

Employee Benefit Expense

Finance Costs

Depreciation and Amortization Expense

Other Expenses

Total Expenses

Profit before Exceptional, Extraordinary and PriorPeriod items and taxExceptional ltemsProfit before extraordinary items, Prior Period ltemsand Tax

Extraordinary ltemsProfit Before Prior Period ltems and Tax

Prior Period ltems

Profit Before Tax

Tax Expense:

Current Tax

Tax paid for earlier years

Deferred Tax

Profit/(toss) for the Period

Earning per Equity Share

(1) Basic

(2)Diluted(3)Nominal Value per Share

25637,8L,976.44 26145,87,428.41176,51,39L.70 40,92,843.92

25754,43,368.L4 26t86,8O,272.33

2L

22

23

2425

26

4770,5L,965.00t44t9,0L,940.07

1432,74,450.364L33,68,r22.66

3658,6L,276.O014883,50,495.31

728,33,590.972850,49,541.09

24755,96,478,09 22L2L,04,9O3,37

27998,46,890.05

59,22,527.7t

939,24,362,340.00

939,24,352.340.00

939,24,362.34

776,23,800.00

5,37,902.00(370,52,060.00)

4055,75,368.966,71,993.00

4059,03,375.96

0.00

4059,03,375.960.00

4059,03,375.96

I48I,77,687.OO

9,60,639.00

(76,39,440.00)

528,14,920.34 2U4,64,49O.96

28

44.0044.00

1,000.00

263.00

263.00

1,000.00

Chairman and MDDIN:01285073

tr>\ ),., rrr't'it) ,---,J,\t __y

Annamma Varghese C.

Company SecretaryFCS 3112

Place: Kottayam,Date :22-O6-2Ots

Laila MathewWhole Time DirectorDIN:01286176

i/, n



Chartered AccountantsFirm Registration No.050061S

Partner

47

M.No. O?OG4/-


Cash Flow Statement For The Period Ended March 3t,zOLs

ParticularsAs At As At

March 3L,z0ts March 3L,2OL4

A. Cash flows from operating activitiesNet Profit

Adjustment for :-

Add: DepreciationAmortization of Intangible AssetsProvision for TaxationProvision for Non Performing AssetsProvision for GratuityContingent Provision for Standard Assets

Loss on Sale of Fixed AssetInterest on Shortfall of Advance Taxlnterest paid on Vehicle loanInterest paid on Bank ODInterest paid on Term LoanInterest paid on DebenturesIncome Tax Paid for earlier yearsAsset Written Off

Less : Interest Received from BankProvision For NPA Written BackProfit on sale of Fixed AssetTransfer from Reva luation reserve

Operating Profit before Changes in Working Capitol

Changes in Working Capital:(lncrease)/Decrease in Short Term Loans and Advances(lncrease)/Decrease in Long Term loans and Advances(lncrease)/Decrease in Other Current Assets(lncrease)/Decrease in Other Non-Current AssetsIncrease / (Decrease) in Other Current liabilitiesIncrease / (Decrease) in Bank OverdraftCash Generoted From OperationsIncome Tax Paid

Net Cash From Operating Activities

B. Cash Flows From Investing ActivitiesRepayment of vehicle LoanInterest received from BankIntangible Assets under DevelopmentLong Term Deposit with Bank

Capital Work In Progress

Proceeds From Sale of Fixed Assets

Purchase of Fixed Assets

Net Cash From lnvesting Activities -:

5 281.4 820.34

L4 2!22 700.3611 51 750.00

4 05 7t 740.003 47 53 274.00

13 05 947.00L t2 87 247.00

0.003 43 974.00

55 621.008 28 84 410.007 00 67 197.00

134 10 60 533.275 37 802.00

6670 087.2I

(31 71. s7s.11)0.00

( 7 47 sss.s0)0.00

26 44 64 490.96

7 25 09 003.973 24 587.00

140478247.000.00

10 79 894.00Lr22037.00

6 71 993.0030 17 307.00

193 38s.004 69 80199.00

0.00143 55 66 939.32

9 60 638.000.00

( 2 0s 2s4.00)( 2 32 s16.00)

0.00( 1s 004.00)

172 t7 07 962.s7

(164 63 48 119.31)(8 s2 89 47s.88)

(24 08 s0 519.39)( 7 81740.00)

15419 74L.9833 44 96 549.00

196 79 t5 947.25

(43 32 3s 43s.s7)(2 8t 97 247 .47',t

(702 4124 629.261( 8 00 000.00)

(s 22 s4 970.00)287220L.00

9 83 54 498.97(rL7s 9t274.241

(192 36 77s.27)

(4 82 079.00)13 26 363.00

0.00(tt4 57 00 000.00)

(7 7s 27 990.00)L4 L2227.00

(48 06 87 9s7.00)

43 2t7L 865.95(16 s8 63 201.00)

26 63 08 654.9s

(17 47 42s.OOl

274 124.00( 33 o0 000.00)

0.00(2s7 4s 360.00)

L32079.00(2223 44846.421

/d

3 55 59 476.00

il" TYT

48

I mnu"r Report 2o14'1s

ParticularsAs At As At

March 3t,z0ts March 3t,2014C. Cash Flows From Financing Activitieslssue of sharesProceeds from lssue of NCD(Private Placement)

Proceeds from lssue of Perpetual DebenturesProceeds from lssue of Subordinated DebenturesProceeds from lssue of Subordinated Debentures(Public lssue)

Proceeds from lssue of NCD(Public lssue)

lnterest Paid on DebenturesInterest on Bank OD

Interest paid on term loanlnterest on Vehicle Loan

Dividends paid

Dividend Distribution Tax Paid

Net Cash From Financing Activities

Net Increase in Cash and Cash Equivalents

Cash and Bank Balance at Beginning of Period

Cash and Bank Balance at end of Period

Components of Cash and Cash Equivalent at the end ofthePeriod

Current Account with Banks

Deposit Account with Banks

Cash on HandForeign CurrencyTotal

262t4 00 497.35 (1141 16 934.00)

96 6s 04 246.08 (10 0s 39 697.47)'

97 32 44 L92.3L LO1 37 83 889.78

t93 97 48 438.39 97 32 44192.31

118 62 43 L94.89 76 80 29 t37.310.00 0.00

75 35 05 243.50 20 52 L5 055.000.00 0.00

193 9748438.39 973244 192.31

20 00 00 000.00(2417810 soo.oo)

0.005 70 04 000.00

35 00 00 000.00577 67 39 000.00

(12s 06 49 s31.6s)(8 28 84 410.00)(100 57 197.00)

( ss 621.00)0.00

( 8 7s 243.00)

3 00 00 000.0036 89 09 000.00

4 15 00 000.00

50 61 04 400.00

0.000.00

(tL0 26 82747.OO)(4 59 80 19e.00)

0.00( 1s3 38s.oo)

( s1 s0 000.00)

1s624 oo3.oo)

Laila MathewWhole Time DirectorDIN:01285176

Chief Financial Officer



Chartered AccountantsFirm Registration No.0500615

PartnerM.No. 02064/.

[^*J[* T\*\L.#

Chairman and MDDIN:01286073

h,L,lnnory;=

Annam-ma Varghese C.

Company SecretaryFCS 3112

Place: Kottayam,Date :22-06-20ts

r+iElu

49

I annr"l Report 2oL4-Ls

NOTES TO THE FINANCIAT STATEMENTS

l.Corporate I nformation

Kosamattam Finance Limited is a Public Company incorporated under the provisions of Companies Act, 2013.Its debt securities are listed on the Bombay Stock Exchange. Company had been primarily incorporated as aprivate f imited Company and converted as Public Limited Company on Novemb er 22,20L3. The Company isa Systemically lmportant Non-Deposit Taking Non-Banking Financial Company Registered under 45lA of RBI

Act. The Company currently operates through 895 branches spread across the country.

Kosamattam Finance Limited is a RBI authorized Full Fledged Money Changer. The Company offer FOREXservices (License No. FE. CHN-FFMC.40/2006) like of buying and selling Foreign Currency at competitiverates. Apart from that company offers money transfer services through its branches. As a process ofdiversification company has started offering loans other than gold loans such as property loans, loan againstrent receivables etc.

2.Summary of Significant accounting Policies

2.1 Basis of Preparation & Presentation of Financial statements.

The Financial Statements of the Company have been prepared in accordance with Generally AcceptedAccounting Principles in India (lndian GAAP). The Company has prepared these Financial Statements tocomply in all material respects with Accounting Standards notified under The Companies (AccountingStandards) Rules, 2006 (as amended) and the relevant provisions of the Companies Act, 2013 and theguidelines issued by the Reserve bank of India as applicable to a Systemically lmportant Non-DepositAccepting NBFC. The Financial Statements have been prepared on an accrual basis and under the historicalcost convention except for interest on non-performing assets which are recognized on realization basis.TheAccounting Policies adopted in the preparation of Financial Statements are consistent with those of previousyea r.

The preparation of financialstatements in conformity with Indian GAAP requires the management to makejudgments, estimates and assumptions that affect the reported amounts of revenues, expenses, assets andliabilities and the disclosure of contingent liabilities, at the end of the reporting period. Although theseestimates are based on the management's best knowledge of current events and actions, uncertainty aboutthese assumptions and estimates could result in the outcomes requiring a material adjustment to thecarrying amounts of assets or liabilities in future periods.

During the year ended March 3L,2075, the Company has complied with the requirements of Schedule 1t ofCompanies Act 2013 for the preparation and presentation of its financial statement. The Company has alsoreclassified the previous year figures in accordance with the requirements applicable in the current year.

2.2 Tangible Fixed Assets

Fixed Assets are stated at cost less accumulated depreciation. The cost includes purchase consideration,financing costs till commencement of commercial production and other directly attributable costs incurredto bring an Asset to its working condition for its intended use. Subsidy towards specific assets is reducedfrom the cost of fixed assets. Fixed assets taken on Finance Lease are capitalized. The costs of Assets notready for use as at the Balance Sheet date are disclosed under Capital Work-ln-progress.

2.3 Depreciation on Tangible Fixed Assets

Depreciation on Fixed Assets is provided based on the useful life of the asset in the manner prescribed inSchedule ll to the Companies Act, 2013.The Company has used the following lives to provide depreciation

s-/

ffion its tangible assets.

50

Building

Building-Compound Wall and WellFurniture & Fittings

Electrical Fittings

ComputerVehicles

60 Years

5 Years

10 Years

10 Years

3 Years

8 Years

Pursuant to the enactment of Companies Act, 2013, the Company has applied the estimated useful lives asspecified in schedule ll. Accordingly the unamortized carrying value is being depreciated, amortized overthe revised/remaining useful lives. The written down value of fixed Assets whose lives have expired as at 1stApril,2074 have been adjusted net oftax, in the opening balance of Profit and Loss Account.

2.4 Intangible Asset

Intangible Assets are recorded at the consideration paid for acquisition less accumulated amortization andaccumulated impairment, if any. Intangible assets are amortized over their estimated useful life subject to amaximum period of 10 years on straight line basis, commencing from the date the asset is available to theCompany for its use.

Expenditure for acquisition and implementation of software system is recognized as part of the intangibleasset and amortized on straight line basis over a period of 10 years being the maximum period available forwriting off of intangible asset.

2.5 Borrowing Costs

General and specific borrowing costs directly attributable to the acquisition, construction or production ofqualifying assets, which are assets that necessarily take a substantial period of time to get ready for theirintended use or sale, are added to the cost of those assets, until such time as the assets are substantiallyready for their intended use or sale. All other borrowing costs are recognized in the Statement of profit andLoss in the period in which they are incurred.

2.6 lmpairment

The Company assesses at each reporting date whether there is an indication that an asset may be impaired.lf any indication exists, or when annual impairment testing for an asset is required, the Company estimatesthe asset's recoverable amount. An asset's recoverable amount is the higher of an asset's or cash-generatingunits's (CGU) net selling price and its value in use. The recoverable amount is determined for an individualasset, unless the asset does not generate cash inflows that are largely independent of those from otherassets or group of assets. Where the carrying amount of an asset or CGU exceeds its recoverable amount,the asset is considered impaired and is written down to its recoverable amount.ln assessing value in use, theestimated future cash flows are discounted to their present value using a pre-tax discount rate that reflectscurrent market assessments of the time value of money and the risks specific to the asset. In determiningnet selling price, recent market transactions are taken in to account, if available. lf no such transactions canbe identified, an appropriation valuation model is used. After impairment, depreciation is provided on therevised carrying amount of the asset over its remaining useful life.

2.7 Leases

Leases where the lessor effectively retains substantially all risks and benefits of ownership of the leased termare classified as operating leases. Operating lease payments in respect of non-cancellable leases arerecognized as an expense in the profit and loss account on a straight-line bagis.q

K^P< ,)\c

r6trL)f6.0.*ono*

51

lease term.

Asset UsefulLife

I annr"l Report 2o14-1s

2.8 lnvestments

Investments that are readily realizable and are intended to be held for not more than one year from the

date, on which such investments are made, are classified as current investment. All other investments are

classified as long term investments. Current investments are carried at cost or fair value, whichever is lower.

Long-term investments are carried at cost. However, provision for diminution in value is made to recognize

decline other than temporary in the value of the investments.

2.9 Revenue Recognition

Revenue is recognized to the extent that it is probable that the economic benefits will flow to the Company

and the revenue can be reliably measured. In a situation where management believes that the recovery ofinterest is uncertain due to change in the price of the gold or otherwise, the Company recognizes income onsuch loans only to the extent it is confident of recovering interest from its customers through sale ofunderlying security or otherwise.

Interest income on loans given is recognized under the internal rate of return method. Such interests,

where installments are overdue in respect of nonperforming asset are recognized on realization basis. Any

such income recognized and remaining unrealized after the installments become overdue with respect tononperforming asset is reversed.

Revenue from fee-based activities are recognized as and when services are rendered.

lnterest on deposit is recognized on a time proportion basis taking in to account the amount outstandingand the rate applicable.

2.10 Employee Benefits

Short term Emplovee Benefits

All employee benefits payable wholly within twelve months of rendering the service are classified as Shortterm employee benefits. These benefits include benefits like salaries, wages, short term compensatedabsence such as paid annual leave and sickness leave. The undiscounted amount of short term employeebenefits expected to be paid in exchange for the services rendered by employees are recognized as an

expense during the period.

Long term Emplovee Benefits

Defined contribution plans: [Note No.3a (i)l

Defined contribution plan is Provident Fund scheme administered by Government for all eligible employees.The Company's contribution to defined contribution plan is recognized in the Statement of Profit & Loss in

the financial year when the employee renders the related services.

Defined benefit plans: [Note No.3a (ii]I

The Company accounts for its liability for future gratuity benefits based on actuarial valuation determinedevery year by consulting actuary using Projected Unit Credit Method. Actuarial gains/losses are immediatelytaken to statement of profit and loss and are not deferred.

2.11 Foreign currency transaction

On initial recognitionamount the exchangetransaction.

all foreign currency transactions are recorded by applying to the foreign currency

rate between the reporting currency and the foreign currency at the date of the

As at the reporting date, non-monetary items which are carried in terms of historical inaforeign currency are reported using the exchange rate at the date ofthe transaction.,

which are carried at fair value ofitlbiti@yaluation denominated in a foreiusing the exchange rates that

"_{gr$.wnangj}l'"Tr_ere determined.

[\"r\3"

items


All monetary assets and liabilities in foreign currency are restated at the end of accounting period. Amonetary asset or liability is termed as a long-term foreign currency monetary item, if the asset or liability isexpressed in a foreign currency and has a term of 12 months or more at the date of origination of the assetor liability.

Exchange differences on restatement/settlement of all other monetary items are recognised in theStatement of Profit and Loss.

2.12 Taxes on lncome

Tax expense comprises current and deferred tax. Current income-tax is measured at the amount expectedto be paid to the tax authorities in accordance with the income-tax Act, lg6L enacted in India.

Deferred tax charge or credit reflects the tax effects of timing difference between accounting income andtaxable income for the period. The deferred tax charge of credit and the corresponding deferred tax liabilitiesor assets are recognised using the tax rates that have been enacted or substantively enacted by the BalanceSheet date. Deferred tax assets are recognized only to the extent there is reasonable certainty that the assetscan be realised in future; however, where there is unabsorbed depreciation or carry forward losses, deferredtax assets are recognized, only if there is virtual certainty of realisation of such assets. Deferred tax assetsare reviewed at each Balance Sheet date and are written-down or written-up to reflect the amount that isreasonably/ virtually certain (as the case may be) to be realised.

Deferred Tax Assets and deferred tax liabilities are offset when there is a legally enforceable right to set offassets against liabilities representing current tax and where the deferred tax assets and the deferred taxliabilities relate to taxes on income levied by the same governing taxation laws.

In accordance with transitional provision contained in Schedule ll of the Companies Act, 2013, the Companyhas adjusted to the retained earnings carrying amount of fixed assets after retaining residualvalue, whereresidualvalue is Nil, the tax effect of the same has been also adjusted directly against the retained earningsin accordance with the lCAl announcement "Tax effect of expenses/income adjusted directly against thereserves and/ or Securities Premium Account."

2.13 Provisions and Contingent Liabilities

Provisions: Provisions are recognised when there is a present obligation as a result of a past event, it isprobable that an outflow of resources embodying economic benefits will be required to settle the obligationand there is a reliable estimate of the amount of the obligation. Provisions are measured at the best estimateof the expenditure required to settle the present obligation at the Balance sheet date and are not discountedto its present value.

Provision policy for gold loan and other loan portfolios: Company provides for non-performing loans andadvances as mentioned in Para 9 of Systemically lmportant Non-Banking Financial (Non-Deposit Acceptingor Holding) Companies Prudential Norms (Reserve Bank) Directions,2015.Provision for standard assets(including interest receivable) is made at 0.25% as mentioned in para 9A of Non-Deposit Accepting orHolding) Companies Prudential Norms (Reserve Bank) Directions, 2015 and shown in the balance sheet as'Contingent Provisions for standard asset'.

Contingent Liabilities: Contingent liabilities are disclosed when there is a possible obligation arising from pastevents, the existence of which will be confirmed only by the occurrence or non-occurrence of one or moreuncertain future events not wholly within the control of the Company or a present obligation that arisesfrom past events where it is either not probable that an outflow of resources will be required to settle or a

reliable estimate of the amount cannot be made, is termed as a contingent liability.

Contingent Liabilities are not recognised but are disclosed in the Notes.recognised nor disclosed in the financial statements.

53

are neither

ffi KosamattamF€ifu Finance Ltd.

20t4-t5

2.14 Segment Reporting

The Company primarily operates in the business of "Gold Loan" and its operations are in India. Since theCompany has not operated in any other reportable segments, as per AS 17 'segment Reporting', no segmentreporting is applicable.

2.15 Cash and Cash Equivalents

Cash and cash equivalents in the balance sheet comprise cash at bank and in hand and short-terminvestments with an original maturity of three months or less.

2.16 Earnings per Share

Basic earnings per share are calculated by dividing the net profit or loss for the period attributable to equityshareholders by the weighted average number of equity shares outstanding during the period. Earningsconsidered in ascertaining the Company's earnings per share is the net profit for the period after deductingpreference dividends and any attributable tax thereto for the period. The weighted average number of equityshares outstanding during the period and for all periods presented is adjusted for events, such as bonusshares, other than the conversion of potential equity shares that have changed the number of equity sharesoutstanding, without a corresponding change in resources. For the purpose of calculating diluted earningsper share, the net profit or loss for the period attributable to equity shareholders and the weighted averagenumber of shares outstanding during the period is adjusted for the effects of all dilutive potential equityshares

2.17 Debenture Redemption Reserve

Pursuant to the provisions of the Companies Act,2013 and the relevant circulars issued by the Ministry ofCorporate Affairs, the Company is required to create a Debenture Redemption Reserve (DRR), to whichamounts shall be transferred from the profits every year for the debenture to be redeemed. The amount ofDRR shall be 25 percent of the debenture to be redeemed issued through public issue in compliance withSEBI (lssue and Listing of Debt Securities) Regulation 2008, and no reserve is required in respect of NCDsissued through private placement.

2.18 Classification of Debentures

Company has classified debentures as current and non-current based on the maturity period of debentureas mentioned in debenture certificate.

2.19 Cash Flow Statement

Company has prepared cash flow statement using the Indirect Method, whereby net profit or loss is adjustedfor the effects of transactions of a non-cash nature, any deferrals or accruals of past or future operating cashreceipts or payments, and items of income or expense associated with investing or financing cash flows.

54

3. SHARE CAPITAL

As atParticularsMarch 3t,z0ts March 3L,2Ot4

Authorised

1500000 (Ma rch 3I, 2014: 1500000) Eq uity Sha res of t1000/- each 15000,00,000.00 1.5000,00,000.00

lssued

1230000(March 3t,2OL4:1030000) EquitySharesof {1000/-each 12300,00,000.00 10300,00,000.00

Subscribed and Paid-up

1230000 (March 37,20L4: 1030000) Equity Shares of {1000/- each 1230O,OO,0OO.OO 1030O,OO,0OO.OOFully Paid

TOTAL 12300,00,000.00 10300,00,000.00

(a) Reconciliation of number of shares

Particulars March 3t,20ts March 3t,2Ot4Number Amount Number Amount

Balance as at the beginning ofthe year 10,30,000 1,03,00,00,000.00

2,00,000 20,00,00,000.001.0,00,000 1,00,00,00,000.00

30,000 3,00,00,000.00

0 0.00

Add : Shares issued during the periodAdd: Bonus shares issued during the year 0 0.00Balance as at the end of the year 12,30,000 1,23,00,00,000.00 10,30,000 1,03,00,00,000.00

(blRights/Preferences and Restrictions attached to Equity SharesThe Company has only one class of Equity Shares having a par value of t1000 per share. Upon show of hands,every member entitled to vote and present in person shall have one vote, and upon a poll every memberentitled to vote and present in person or by proxy shall have one vote, for every share held by him. . In theevent of liquidation, the equity shareholders are eligible to the remaining assets of the Company after allpreferential amounts in the proportion to their shareholdings.

(c) Disclosure as to aggregate number and class of shares atlotted as fully paid up by way of bonus shares.Aggregate Number of Equity Shares lssued During the Financial years

Particulars20L4-20L5 20L3-2014 2012-20L3 20tL-20L2 20L0-20tL

Equity Shares 474744 772200

(d) shareholders are holding more than 5 % of the total shares in the company.

Name of Director No. of Shares % ol No. of Shares % of Holding

Mathew K Cherian

Laila Mathew993607

236387

80.78%

19.21%

833607

1,96387

80.93%

1.9.06%TOTAL 1299994 99.99% L029994 99.99%

(e) No shares are reserved for issue under options and contracts/ commitments for sale of shares/disinvestment.(f) Of the above shares, 4,74,744 equity shares of t1000 each are allotted as fully paidcapitaf isation of Surplus in Statement of Profit and Loss Account < 47,47,44,O00 during th1,72,200 equity shares of t1000 each are allotted as fully paid up bonus sharesRevaluation Reserve {171920000 and capitalisation of General Reserve t28O00O durin$

(g)None of the shares are held by holding company or subsidiary of holding companynoldrng company or:

,1\ ,/,;-. 55bJ

shares by

4. RESERVES AND SURPLUS

As atParticularsMarch 3L,20ts March 3t,2Ot4

Capital Reserve

Revaluation Reserve

Balance at the beginning of the yearLess: Transferred to Profit and Loss AccountBalance at the end ofthe year

684,519.00

285,777.OO

0.00

684,519.00

300,781.00(15,004.00)

Other Reserves

Statutory Reserve:

Balance at the Beginning ofthe Year

Add: Amount transferred from Surplus in Statement of profit andLoss during the yearBalance at the end ofthe year

Debenture Redemption Reserve

Amount transferred from profit and loss AccountAmount transferred from general reserveBalance at the end of the year

General Reserve

Balance at the Beginning of the YearLess : Amount transferred to Debenture Redemption Reserve

Balance at the end ofthe YearReserve for CSR

Balance at the Beginning of the YearAdd: Amount transferred from profit and loss Account

Balance at the end of the Year

Surplus in Statement of Profit and Loss

Balance as at the beginning of the YearProfit for the year

Less: Carrying amounts of Fixed Assets debited to retained earningswhere remaining useful life of the asset is NIL as on 31.03.2014Less : Appropriations

Dividend on Equity Shares for the yearDividend distribution taxReserve for CSR

Transfer to Statutory Reserve

Transfer to Debenture Redemption Reserve

Balance at the end of the Year

350,000,000.00 0.00

L99,966,g00.00 199,966,900.00

578,500,00.00 0.00

14,21,15,900.00 199,966,900.00

285,777.O0 285,777.0O

259,044,749.00 205,151,950.00

10,562,964.00 52,992,999.00

2696,07,712.00 259,044,749.00

292,150,000.00

578,500,00.000.00

0.00

0.00

108,00,000.000.00

0.00

108,00,000.00 0.00

262,297,L97.97

528,L4,820.34

1,294,704.57

0.00

0.00

109,00,000.00

r0,562,964.00

292,150,000.00

56,750,939.01.

264,464,490.96

0.00

5,150,000.00

875,243.00

0.00

52,892,999.00

0.00

?,04,939.74 262,297,197.97

TOTAL 773,799,846.74 722,279,t3O.97(a)Statutory Reserve represents the Reserve Fund created under Section 45-lC of the Reserve Bank of India

Act, 1934. An amount of {10562964.00 (Previous Year { 52892898.00) representing20% of Net Profit istransferred to the Fund for the year. No appropriation was made from the Reserve the year.

(b) As per Note 7 of the Schedule the Companies Act,2013,carryingremaining useful life of the on 31.03.2014 is debited to

whereling to

<L294L04.57(Net of

56

I ennu"l Report 2ot4-Ls

5. LONG TERM BORROWINGS

ParticularsAs at

March 31,2015 March 3t,2Ot4

Secured

Kosamattam Secured Bond(Redeemable Non-Convertible

debentures)(Note No: 5.1)Kosamattam Secured Debentures ( Public lssue) (Note No:5.2)

Vehicle Loans(Note No: 31)

(Kotak Mahindra Vehicle loans secured by hypothecation of vehicles)

Unsecured

Subordinated Bond (Note No:5.3)

Subordinated Bond (Public lssue)(Note No:5.4)Perpetual Debt lnstrument (Kosamattam Mega Bonds)(Note No:5.5)

5,868,049,600.004,131,601,000.00

0.00

8,724,898,000.000.00

261,519.00

893,082,400.00

350,000,000.00119,000,000.00

836,078,400.00

0.00119,000,000.00

TOTAL LL,36'-,733,000.00 9,680,237,919.00

(a) Terms of Repayment of Vehicle Loans and security offered (Note No. 30)

(b) Aggregate amount of loans guaranteed by directors(c) Aggregate amount of loans guaranteed by others

5.1 Secured Non-Convertible Debentures- Private Placement

0.000.00

0.000.00

Particulars March 3L,2OLS March 3t,2OL4

Non - convertible debentures of 2 Years maturity (72.5% - I3.5%)Non - convertible debentures of 3 years maturity (I2.5o/o -t3.5%)

Non - convertible debentures of 4 years maturity (13%)

0.00 144627100.0094578600.00 958845700.006584500.00 21132900.00

Non - convertible debentures 5 years and above maturity (12%-13%) 5766886500.00 7600291300.00

Total 5,858,049,600.00 8,724,898,000.00

Nature of Security: First ranking paripassu charge with Existing Secured Creditors on all movable assets,

including book debts and receivables, cash and bank balances, loans and advances, both present and future,of the Company.5.2 Secured Non-Convertible Debentures-Public lssue

Particulars March 3L,2Ot5 March 3t,2Ot4

Non - convertible debentures of 400 days maturity (lL% -L2.5%)

Non-convertible debentures of 18 Months maturity (11.5% -t3.5%)

Non - convertible debentures of 36 Month maturity (L2.25% -I4%l

Non - convertible debentures of 39 Month maturity (13.29%l

Non - convertible debentures of 40 Month maturity (12.93%l

253,942,000.001,316,751,000.001,486,452,000.00

323,976,000.00311,905,000.00438,575,000.00

0.000.000.000.000.00

0.00N on-converti ble debentu res 5 years a nd a bove matu rity( 12. 62%-13.43%)

Total 4,131,601,000.00

Nature of Security:(A) EM on 150sq.mts. of property under survey number 47/LBC; resurvey number 4t/t8C-f in

Nagapattinam Registration District - Tirupoondi Sub Registry - Nagapattinam District - KilvelurTaluk

- Velankanni - Main road west - within the boundaries of North of the road, East of the Annavel

Land, South of the Kannapiran land, West of the V.jayaprakash land.

0.00

(B) First ranking paripassu charge with Existing Secured Creditors on all mov_a,Ffq-assets, including book

debts and receivables, casrjjl.q ???q.t.n.es, loans and advancet, p$q"t!.?ndfuture, of the

companv 6trffi llW s7 k$$'i

I nnnu"r Report 2o14-1s

5.3 Subordinated Debt - Private PlacementAmount

SerialNo

Date of Allotment March 31,20ts

RedemptionPeriod

Interest RateMarch 3L,20t4

L OL.12.20111o30.11.20122 OL.L2.2012 to 13.02.2013

3 L4.O2.2013 to 23.08.20134 24.08.2013 to 25.12.2013

5 26.L2.2Ot3 to 2L.O2.2OL4

6 22.02.2014 to 31.03.20147 05.O6.20t48 10.06.20L49 14.06.20L410 20.06.20t411 30.06.2014t2 26.08.20L4

Total

99187400.0080782500.00

242785700.O0

248445400.OO

148s97400.0016880000.00

10447000.00

9950000.00

9824000.007083000.00

4700000.0015000000.00

893082400.00

99187400.00

80782500.00242t85700.00248445400.00

148597400.00

16880000.00

0.00

0.00

0.00

0.00

0.00

0.00

836078400.00

66 Months66 Months66 Months66 Months66 Months66 Months66 Months66 Months66 Months66 Months66 Months66 Months

L0.00% to 13.00%

L0.00%to 14.00%

10.00%to 14.00%tO.Oj%to t4.OO%

lO.0O%to 74.00%t0.OO%to t4.OO%

13.43%

73.43%

L3.43%

L3.43%

t3.43%13.s0%

5.4 Subordinated Debt Public lssue

AmountSerial

NoDate of Allotment RedemPtion

Interest RateMarch 3L,2OL5

March 31,20L4

1

2

08/tt/2074t7 /o3/201,s

250000000.00

100000000.00

66 Months

70 Months

t3 %to L33O%

t3%0.00

0.00

Total 3s0000000.00 0.00

5.5 Perpetual Debt InstrumentSeri

al

NoDate of Allotment

Amount

March 31,2015 March 3t,2Ot4Redemption

PeriodInterest Rate

1

2

11.09.2011 to 31.03.201203.10.2012 to 31.03.2013

08.07.2013 to 31.03.2014

52500000.001s000000.00

41500000.00

62500000.00

1s000000.00

41s00000.00

Perpetual DebtInstrument having a

call option after 10years run with prior

approval of RBI

Interest is

provided at acompounding

rate of !3.95%

Total 119000000.00 119000000.00

6. OTHER LONG TERM LIABILITIES

ParticularsAs at

March 3t,2OLS March 3L,2014Others

lnterest Accrued but not due on Non-Convertible Debentures(Private Placement)Interest Accrued but not due on Non-Convertible Debentures(Public lssue)

Interest Accrued on Perpetual Debt Instruments

lnterest Accrued but not due on Subordinate Bond public issue

Interest Accrued but not due on Subordinate Bond( PrivatePfacement | tr<V=.IJ

4477,26,086.70

86,225,687.00

47,4L3,742.00

9,240,051.00

2L3,89L,229.00

7 41,4,78,191,.32

0.00

27,167,660n9,.*"^, _.

85,

TOTAL 8044,96,795.70 8542\9+,


7. IONG TERM PROVISIONS

ParticularsAs at

March 3t,2Ot5 March 31,20t4

Provision for employee benefits.Provision for Gratuity 3,680,569.00 2,352,727.OO

TOTAL 3,680,569.00 2,352,727.OO

8. SHORTTERM BORROWINGS

As atParticularsMarch 3t,2Ot5 March 3L,20L4

Loans Repayable on Demand

Secured

South Indian Bank Cash CreditState Bank of India Cash Credit

Term Loans From Banks

State Bank Of India Term Loan

323,825,907.00 994,699,t2o.00500,167,808.00 0.00

505202054.00 0.00

TOTAL t,329,195,769.0O 994,699,120.00A. South lndian Bank Cash Credit- Sanctioned Limit t 150 Cr(a) Terms of Repayment of Bank Overdraft StB

South Indian Bank overdraft is repayable on demand and carries interest @ 13 % p.a, monthly rest(b)Security:(i) Primary SecurityFirst ranking Paripassu Charge on all present & future movable assets, including book debts and receivables,cash and bank balances, Loans and advances of the Company along with existing charge holders.(ii) Collateral Securitya. Exclusive first charge by way of equitable mortgage of 8.129 cents of land survey number 6/tL,6/1F,6/lH ,resurvey number 55 in Kottayam village and Taluk, Kerala state together with all buildings existing and /or tobe constructed thereon in future in the name of Company.b. Exclusive first charge by way of equitable Mortgage of 29.43 acres of commercial plot resurvey number 13/1in Kottayam village and Taluk, Kerala State together with all buildings existing and /or to be constructedthereon in future in the name of Company.c. EM on 5.10 ares of property under survey number 281/L3, re survey number t2L/2O in Vijayapuram villageKottayam Taluk, Kerala State together with all buildings, existing and/or to be constructed thereon in future.d. EM on 1L.86 cents of residential property under survey number 281/L3/3, resurvey number I29h9 inVijayapuram village Kottayam Taluk, Kerala State together with all buildings, existing and/or to be constructedthere on in future.e. EM on 200 cents of landed property at resurvey No 253/9/3 of Kottayam village and Taluk,Kerala statetogether with all buildings existing and /or to be constructed thereon in future in the name of Company.f. EM on 30.95 acres of House plot under survey number 674/7A/4, resurvey number !4,99,7L in Kottayamvillage and Taluk, Kerala State together with all buildings, existing and/or to be constructed thereon in future.g. M on 89.40 acres of land-cardamom estate with 6100 sqft old building under old survey numberI96/1,9t/7,9I,92,2l2,resurvey number 5Ot,5oO/2,502,50O/I in Kattappana village, Udumbanchola Taluk,f dukki District, Kerala state together with all buildings, existing and/or to be conh. EM on 3.87 Ares of property under survey number 325/L9 and 325/20,resKumarakam village Kottayam Taluk Kerala State together with all buildings, exthereon in future.

s9

future.

tlfCilil";,$'?t

,93/18 in


i.70.26 ares of property under SV.No.279/4A/1,279/4A/2,279/48/I,C/L,L57/27,L58/1,758/2 Re Sy No117/9-11in Muttambalam Village, Kottayam Thaluk, Kerala State together with all buildings existing and/or to beconstructed thereon in future.j. EM on 5.10 ares of land in survey No.8, resurvey number 13, at Kottayam Village, Kottayam taluk, KeralaState.k. EM on 11.60 ares of Land-Cardamom Estate under survey No.91,91/1 and 92 of ChakkuallamVillage, ldukkiDistrict, Kerala State.l. EM on 27 cents of land with building in resurvey No.I2/O2 of Kottayam Village, Kottayam Taluk, Kerala State.m. EM on 13.99 ares of land with building in old survey number 243,resurvey number T,Veloor Village, KottayamTaluk, Kerala State.n. Personal Guarantee of Managing Director Mathew. K. Cherian, Whole time director Laila Mathew, DirectorJilu Mathew and daughter of Managing Director Milu MathewB. State Bank Of India Cash Credit- Sanctioned Limit 50 Crores(a) Terms of Repayment of Bank Overdraft State Bank Of India

State Bank of India Overdraft is repayable on demand and carries interest @ L2.25 %o p.a, monthly rest(b) Security(i) Primary SecurityFirst charge over all movable assets and current assets, including book debts and receivables, cash and bankbafances, loans and advances, both present and future, of the Company equal to L25% of the term loanoutstanding plus interest accrued thereon, on paripassu basis with with secured creditors including debenturetrustees and other banks/Fl's in the multiple banking arrangement.(ii) Collateral Securitya. EM over 1.85 acres of land and building thereon in the name of Mr.Mathew K Cherian under Re Sy No 30,old Sy No 38/254 in Changanacherry Village, Changanacherry Taluk, Kottayam Districtb. Em over 8.47 acres of land and building thereon in the name of Mr.Mathew K Cherian under Re Sy No.12/3,old Sy No. 8/17 in Kottayam Village, Kottayam Taluk, Kottayam Dist.c. EM over 29.43 ares of land under Re Sy No.13/1 of Kottayam Village, Kottayam Taluk, Kottayam Dist.d. EM over 8.129 cents of land with office building under Re Sy No 55 of Kottayam Village, Kottayam Taluk,Kottayam Dist.

e. Cash collateral of ( 5.61 Cr secured by lien on deposit.f' Personal guarantee of Managing Director Mr,Mathew K Cherian 3544, Kosamattam House,Manganam p.O

Kottaym-686018C. Term Loan From SB|-Sanctioned Limit {50 Cr

(a)terms of Loan-State Bank of India Term Loan is repayable in ten half yearly installments of { 5 Crores each and carries

interest @ t2.25 %o p.a, monthly rest-(blsecurity-

(i) Primary SecurityFirst ranking paripassu charge over all movable assets and current assets, including book debts and receivables,

cash and bank balances, loans and advances, both present and future, of the Company equal to LZS% of theterm loan outstanding plus interest accrued thereon, along withsecured creditors including debenture trusteesand other banks/Fl's in the multiple banking arrangement.(ii) Collateral Security

a. EM over 1.85 acres of land and building thereon in the name of Mr.Mathew K Cherian under Re Sy No 30,old Sy No 38/264 in Changanacherry Village, Changanacherry Taluk, Kottayam Districtb. Em over 8.47 acres of land and building thereon in the name of Mr.Mathew K Cherian under Re Sy No.12/3,old Sy No. 8/17 in Kottayam Village, Kottayam Taluk, Kottayam Dist.c. Cash collateral of t 5.61 Cr secured by lien on deposit.d. Personal guarantee of Managing Director Mr,Mathew K Cherian 3544,Kottaym-686018(c) Aggregate amount of loans guaranteed by directors(d) Aggregate amount of loans guaranteed ffi1'r,rl

P.O

8f,t""60

Report 2014-15

9. OTHER CURRENT LIABILITIES

ParticularsAs at

March 3t,zOtS March 3!,2014Current maturities of Long Term borrowings(Note No: 9.1a,9.1b)

Vehicle Loans(Note No: 31)lnterest accrued not due on borrowings (NCD Public lssue)Interest accrued and due on borrowings (NCD Public lssue)(Note: 9.2)Interest accrued and due on borrowings Unsecured Public lssue(Note:9.2)Interest accrued not due on borrowings KSB

Other payables:

Audit Fee Payable

Employees Provident Fund PayableEmployee State Insurance PayableTax Deducted at Source PayableShriram EPC LtdExpense Payable

Service Tax PayableInterest Not Collected on NPA

PAN Card CollectionDP AMC AccountProfessional Tax PayableRent Payable

Air Ticket Purchase Advance (Payable)(Riya)Trustee Remuneration PayableSales Tax Payable

Compensation Payable

3,399,069,800.00

251,519.0096,827,038.00200,70,206.94

r,279,475.00L33,479,357.30

815,345.00734,4r2.00670,852.O0

6,265,967.00337,500.00977,499.00154,025.00

31,204,096.0039,900.00

6,450.00L9,250.0056,767.0089,959.99

0.00920,999.00

12,095.00

35000.00

1,314,893,900.00

482,079.OO

0.000.00

0.001,LL,449,28L00

7L1,g00.00484,497.00654,481.00

LL,292,952.0O

0.0064,975.00

230,L42.O0

11,626,169.0024,600.00

0.009,950.00

159,844.000.00

85,500.001,370,199.00

203,947.00Sitting P

TOTAL

Directors 0.0036933,25,193.22 14537,44,305.00

9.1a Current Maturities of Term Borrowings- Private PlacementParticulars March ?t,2OL5 March 3t,20t4

Non - convertible debentures of 367 days maturity (12% -13%)Non - convertible debentures of 18 months maturity (lZ.S%-1^3.5%lNon - convertible debentures of 2 years maturity (72.5% -I3.5%)Non - convertible debentures of 3 years maturity (72.5% - I3.S%)Non - convertible debentures of 4 years maturity (13%)

0.00

0.00107,149,200.00

432,475,100.00

5,919,100.00

1,208,389,400.00

134,660,700.00

213,432,900.00

108,336,900.00

601,9g6,300.00

1.2,039,200.00Non - convertible debentures 5 years and above maturity(12%-13%)

Total 1,753,931,900.00 1,314,893,900.00

244

9.1b Current Maturities of Long Term Public lssueParticulars

Non - convertible debentures of 390 days maturity {12% -73%)Non - convertible debentures of 400 days maturity U2% -I3%)

March 3t,20ts March 3t,20t4265919000.00

301,039,000.000.000.000.00Non - convertible debentures of 18 Months maturity (I2.5% -I3. 1,078,190,000.00

Total 1,645,139,000.00

9.2 Interest accrued and due includes interest not paid due to time barring of demamounting to t81016.94. New demand drafts and warrants will be issued to theof the time barred instruments.the month of March 2015 whichApril 1,2015

accrued and due <2L267665.transferred to interest

61

II

0.00

and warrantson producing

)$ntrard Will be paid onl:ri'i",:^'- ! '

'.

LV'ilii'il;li \','i 'lQb#$'

for

10. SHORTTERM PROVISIONS

As atI\4glqh 3t,2OtS March gt,2Ot4

Provision for employee benefits.Provision for Gratuity

Others:

Dividend Distribution Tax payableProvision For Income Tax (net) (Note No.32)Fringe Benefit TaxContingent provision for Standard AssetsProvision for Bad & Doubtful Debts

588,806.00

370,4g,ggg.oo

0.00 21,895.00

975,243.00

22,57'J.,363.00

588,806.00257,61.,647.00

2,925,924.00

0.00

0.00

TOTAT 37,5

752,t6,792.OO 526,44,779.0o

62

Particulars

Gross blockD e p rec i at i o n7a m o rtiiilo-n--

March 31,20t5

Net block

April 1,2014 Additions Disposals April 1,2014 For the year Disposal OtherAdjust March 31,

2015March 31,

2015March 31,

2014Land 209659570.00 327783237.00 0.00 53L442807.00 0.00Buildings 26237245.00 0.00 0.00 0.000.00 26237245.00 0.00 537442807.00 209659570.00Furniture andFixtures

464042883.49 1171035.30 0.00s1704233.00 1661766.00 554085350.49 0.00 785735s,30 78373879.70 19544915.00rJ /s30234.00 100770272.06 561762.25 0.00ElectricalFittings

237738683.81 316346666.68 326572649.49teu tt8l.oo 27197500.00 78970.00 85025717.00 11864076.97 15650535.77 29934.77 24578.82Vehicles 77402744.00

27509256.85

536536415

57515460.15 46043110.0376496272.00 394434s q6 23954670.44 6549123.16Computer andAccessories

65663536.42 15278659.002079729.28 3320939.37 57451.091,22268.00 80819927.42 18589306.28 4853620.843e220575.84 22457787.95 1,08797.96 1.878434.66 63441340.49 17378586.93 26443020.58

Total 834907165.91 472459901.00 5807349.56 1301559717.35 2sL850279.97 402t434.29Previousyear

616308358.49 Le60464.57 341912010.61 959647706.742L9977L2L.42 1378314.00 834907165.9105JU56EE5.g4

129915518.oo 72509003.97 .uu 0.00 201850279.97 633056885.94 486392840.49

Note:

Asper Note 7 ofthe Schedule ofthe Com

:^ojt':,"o,t" r","."i"""'.i.inilil;il!"iiil"rt#;io#''""t'n' umounts of Fixed Assets where rcmainins useturife of the asset.s NrLason 31.03.2014

;;fi?fiil"r:li::jl"Ti,Xlllti;i't;i * i,,?;oodurinsthevear2ooe-10

ahd durinsthevear2olo-ll company has revarued irs r.and by{3,63,61.s00.m.

ffi63

0.00

12. Intangible Assets

Particulars

Gross Block Depreciation/Amortisation Net blockBalance

as atl April,20L4

Addition Deduction Balanceas at3lst

March,2015

Balanceas at

l April,2014

DuringPeriod

Deduction Balance

as at3lst

March,2015

Balanceas at31st

March,2015

Balanceas at

31March,20L4

Computer Software 4931125.00 r,610000.00 6541125.00 0.00 403640.00 588645.00 992285.00 0.00 0,00 4527485.00Licenses 0.00 4058096.00 0.00 4058096.00 0.00 329377.O0 0.00 329377.OO 3728719.00 0.00Brands/Trademarks 125500.00 0.00 0.00 125500.00 17235.O0 12550.00 0.00 2978s.00 95715.00 108255.00Computer Software 0.00 6900000.00 0.00 5900000.00 0.00 227178.00 0.00 227178.00 6678822.00 0.00

Total 5056625.00 12568096.00 6541125.00 11083596.00 420875.00 1151750.00 992285.00 580340.00 10503256.00 4535750.00Previous year 2688900.00 2367725.OO 0.00 5056625.00 96288.00 324587.OO 0.00 420875.O0 4635750.00 2592612.O0

-/'

64

Report 2Ol4-Ls

13. CAPITAL WORK IN PROGRESS

Particulars As at

Wind Mill Under DevelopmentBuilding Under Development

March 3t,20t5 March 3L,ZOL432,593,350.00 25,745,360.O04,680,000.00 0.00

37,273,350.00 25,745,}60.00

14. INTANGIBLE ASSETS UNDER DEVELOPMENT

Particulars As atMarch 3t,2Ot5 March 20L4

Intangible Assets Under Development0.00 4,340,000.00

TOTAL 4,340,000.00

Particulars As atIMarch 3L,2OLS March gt,,20.l4

Deferred Tax Liabilities

Deferred Tax Assets

Depreciation

Short term Capital loss

0.00 0.00

394,26,950.00 9,906,970.003,25,210.00 325,210.00

lnterest Not Collected on NpA 10,606,270.00 39,51,730.00Provision for Gratuity 12,51,030.00 go7,13o.oo

TOTAL 516,09,360.00 13,ggO,g4O.OO

16. IONG TERM LOANS AND ADVANCES

Particulars As attvtgf h 3t,20tS March gt,ZOt4

Security Deposits :

Security Deposits (CDSL)

Rent Deposit

Telephone Deposit

Money Lending License DepositVAT Security Deposit - NSC

Security Deposit sales taxOther Deposits

Other Loans and AdvancesMortgage Loans

Staff Loans

Rental Loans

500,000.00 0.00t75,492,776.00 103,965,776.00

342,131.35 344,792.47500,000.00 500,000.00150,000.00 L00,000.00557,500.00 0.00552,060.00 426,532.00

580,06,668.00

16,41,292.00

L26,94,749.00

0.00

0.00

0.00TOTAL 576.35 tOS2,37,tOO.47(a)Secured considered good(b)Unsecured Considered Good LLgL,g4,467.3s LOS,Z37/IOO.47(c)Doubtful --{e,r-.n nrr ^ n^lL'rr."'uel'lul

_ r-._ | .,, :=e;dL*QO O.O0(d)Loans and Advances due by Directors or the officers of the Comoanv -urK$ v^tci,.s.oranyof themeitherseverailyorJointtywithanyotherperson ',/,{5,I }$,"\ 0.00

(e)Loans and Advances due by partnership firms or private companies. i i ),',,'",',:,,,, j ]i Irespectively in which director is a.partner or a director or member ,,'.' | .,.;,l;,.'l-gJb. j, o.oo

ls. DEFERRED TAX ASSETS (NET)

17. OTHER NON-CURRENT ASSETS

Particulars As at

l@fqh 3t,20ti March 3r,ZOt4

Fixed Deposit with BankInterest Receivable on Bank FD

lncome Tax Refundable (Note No:32)Court Fee Refundable

0.00

0.001_65,74,335.24

7,91,740.00

1,900,000.00

26,310.000.00

0.00TOTAT

172,96,O75.24 18,25,310.00

1!.CASX AND BANK BATANCES

Particulars As atMarch 3t,20t5 March 3L,2Ot4

Cash and Cash EquivalentsBalance with Banks

Cash on handOther Bank BalancesLong Term Deposits with Maturity More Than 3 Months butLess Than 12 Months

71962,43,794.99 7690,29,137.377535,05,243.50 2052,15,055.00

1,147,500,000.00 o.o0

TOTAT30972,49,439.39 g732,44,lgLyr

19. SHORT-TERM TOANSAND ADVANCES

Particulars

Security DepositsSecurity Deposit BSE

Loans and Advances to Related partiesLoan to Directors

Other loans and AdvancesGold Loan

Loans against DebenturesDemand loansOther AdvancesTicket Purchase AdvanceAdvance Account and Other DepositsRent Advance

550,00,000.00

233,337,444.00

17,369,209,432.00

17,652,225.00

272,999,446.00

1,5,744,390.00

365,742.77

6,517,240.49

13,63,900.00

0.00

233,337,444.00

9,920,737,759.00

64,142,440.00

703,66!,492.00

0.00225,203.1,9

2,141.,262.75

1,500,500.00TOTAL

(a)loans and Advancethe Company or any of them either severally or Jointlywith any other person(b)Loans and Advances due by partnership firms or privatecompanies respectively in which director is a partner or adirector or member(c) Secured Considered Good(d) Unsecured Considered Good

ryE{n.0.

7tg720,gg,22O.2O 103257,40,t00.33

233,337,444.00

14,39,490.00

118929,99,9g2.00

632,46,293.20

159,52,955.0066

(e) Doubtful

233,337,444.00


20. OTHER CURRENT ASSETS

Particulars As atMarch 31,2015 March 3t,2Ot4

Interest Receivable on Short Term Loans and Advanceslnterest Receivable on Fixed DepositStock of stampService tax pre depositPrepaid ExpensesCommission Receivablelncentive receivable on pAN Services

2,932,792,572.61

1,971",522.1.L

20,77L.0O

9,752,500.00'J,,L24,r0g.o0

655,191.02

35,299.00

13,029.00

2,707,762,799.00

0.00

21,936.00

0.00

630,825.00

779,072.24

0.00

0.00lncentive receivable on Money Transfer ServicesTOTAT 2,945,254,972.74 2,702,532,931.24

CONTINGENT TIABI tITI ES

Particulars As atIMarch 3t,zOtS March g!,ZOt4

Contingent Liabilities:Claims against the Company not acknowledged as debts (NoteNo.33) t20,9o4,1,03.00 4,104,7L7.00

TOTAL

'flffiu(M#

67

2l.REVENUE FROM OPERATIONS

Particulars As atMarch 3t,20ts March 31,20L4

Interest

Interest Received from Gold LoanInterest Received on Demand loanlnterest Received on Rental loan

Other Financial Services

Ticket Booking ServicesMoney TransferPAN Card Services

Insurance Services

Commission Received From Stock BrokersDP Services

2,493,579,292.00

69,991,409.61

1,,19o,779.00

979,032.74

9,797,347.O9

\2L,421.001.5,104.00

17,390.00

270,291,.o0

2,53r,479,997 .00

72,399,427.00

0.00

739,594.73

9,977,955.29

1_,020,703.00

40,752.00

0.00

0.00TOTAT2,563,791,976.44 2,674,597,429.4!

22.OTHER INCOME

Particulars As atMarch 3t,20ts March 3t,2Ot4

Other Non- Operative IncomeForeign Exchange GainInterest Received on Bank DepositTransfer From Revaluation ReserveProvision for NpA Written BackOther Income

Share Transfer Fee

Rent Received

Service Charges

793,773.00

3,t7L,575.LL

0.00

0.0092,319.59

0.00

37,390.00

62,720.00

7,503,624.00

3,350,759.00

205,254.00

1.5,004.00

232,576.00

65,237.92

4.00

64,090.00

159,990.00

0.00riculture Income

TOTALt!,661,391.70 4,O92,943.92

23.EMPLOYEE BENEFITS EXPENSE

Particulars As atMarch 3t,207-s March 3t,2Ot4

Salaries and Wages

Incentive on Money Transfer ServicesContribution to provident and Other FundsStaff Welfare ExpensesProvision for Gratuity

465,933,465.00

42,749.O0

9,769,905.00

0.00

1,305,947.00

356,915,303.00

0.007,860,497.00

5,592.00

TOTAL L,079,994.00477,05t,965.o0 365,96t,276.00

.?\c

ffi68

Annual Report 2Ol4-15

Report 2Of4-1S

24.FINANCE COSTS

Particulars As atMarch 3t,2Ot5 March 3t,20L4

Interest Expense

Interest on DebenturesInterest on Bank Overdraftlnterest on Sales TaxInterest on SBI Term LoanInterest on Vehicle LoanInterest on Shortfall of Advance Income taxInterest on TDS

Other borrowing costsBank Charges

1,34]-,060,533.27

82,994,410.00

192,133.00

LO,O67,tg7.oo

55,621.00

343,974.00

0.00

7,436,566,939.32

45,990,199.00

0.00

0.00193,385.00

3,0L7,307.00

4,2L6.00

I,5gg,44g.gg

0.00Account Renewal Ch

TOTAT

1,640,359.90

5,657,71.2.00t,44t,got,g40.o7 L,499,360,495.?t

2s.DEPRECIATION AND AMORTIZATION EXPENSE

Particulars As atMarch 3!,ZOts March 3t,2Ot4

Depreciation on Tangible assetsAmortization on Intangible assets

'J,42,L22,700.36

7,1_57,750.0072,509,003.97

324,597.00

TOTAL143,274,45O.36 72,933,59O.97

26.OTHER EXPENSES

Particulars As atMarch 3t,ZOI-5 March 37,2014

Rent

Repairs to BuildingsRepairs - OthersInsurance Charges

Rates and Taxes

Contingent provision for Standard AssetsProvision for Non-perform ing AssetsInternet Charges

Electricity & Water ChargesTravelling Expenses

Payment to AuditorsAudit Fee

Certification ChargesProfessional ChargesProfessional Tax

Printing and Stationery

Courier Charges

Brokerage & CommissionCommission Paid on Auction ,::

.,I,r ,1. .

3,238,664.syKffi#F*tt,244.oo1,ezs,sso.y{*}_f{.r- : I 0.00

72O,!09,542.O0

167,139.00

3,645,992.00

5,926,259.o0

1,500,652.00

],12,97,241.00

34,753,274.00

677,395.0012,943,559.00

19,169,965.90

1,395,000.00

800,000.0077,997,LO7.00

966,934.0013,292,009.0o

97,977,975.00

L43,629.O0

5,079,232.00

5,355,939.00

904,097.00

1,L,22,037.00

0.00

674,974.00

9,926,274.0O

12,64L,L35.06

1,191,000.00

0.004,970,669.00

653,327.00

1,7,797,307.50

']-,82A,742.001,559,140'00. i..

: ..;.,. /" '

69 ,r'.i.tI I.l- i

::, '

I nnnr"r Report 2o14-1s

Annual Maintenance ChargesAdvertisementBoard Meeting ExpensesBusiness procurement ExpensesBusiness promotion ExpensesBad Debt Written offDonation

Demat Expenses

Estate Expenses

Generator Running ExpensesLegal Expenses

Membership & Subscription FeeOffice Expenses

Rating Fee

NCD lssuing Expenses

Merchant Bankers FeeOther lssue Expenses

Registration & Filing FeeTrustee RemunerationService Tax paid

Security ChargesTelephone ExpensesVehicle Expenses

Sales Tax Paid on Gold AuctionPenalty for EpF

L,LL9,O77.O0

63,559,995.00

70,635.00

1,7,L44,952.O0

924,638.00

9,975,695.00

959,900.00825,9O3.77

3,L1.9,1,27.O0

153,440.00

7,195,500.00

770,676.00

7,332,179.O0

4,213,500.00

25,493,409.00

3,640,090.00

550,493.001,,297,759.0O

2,L45,230.0O

3,493,973,0O

1,6,233,630.12

1_,4L4,304.00

4,272,752.O0

0.00

25,923.00

183,526.00

72,229,224.00

204,953.00

12,069,935.00

8,994,607.00

3,592,996.00

1,093,950.00

0.00

0.00

257,2',J.3.00

1,52,759.00

348,919.00

6,L59,770.00

1,055,362.00

4,044,960.00

511,800.00

2,523,050.00

854,440.00

465,223.00

1,919,690.00

L2,g37,766.53

1_,753,795.00

2,959,539.00

11,750.00tion Paid

TOTAL 7,!74,747.O04L,33,69,122.66 28,50,49,541.09

2T.EXCEPTIONAt ITEMS

Particulars As atMarch 3t,zOtS March 3t,ZOt4

(Profit)/Loss on Sale of Fixed AssetsAsset Written off

(747,559.50)

6,670,097.2L671,,993.00

0.00

TOTAT5,922,527.7t 571,993.00

70


28. Earnings Per ShareAmount in t

As atParticulars

(a) Basic

Profit after taxLess : AppropriationsAdjusted Net profit for the yearWeighted Average Number of

March ?Q$ March gt,2ot4 March 31,2015 March 3t,ZOt4

529,74,920.34 2644,64,490.95 52g,1-4,g20.34 2644,64,490.960.00 0.00 0.00 o.oo

529,74,920.34 2644,64,490.96 52g,r4,g20.34 2644,64,490.96

07,47g

(b) DitutedProfit after tax A s2g,14,g20.34 2644,64,490.96 s2g,1.4,820.34 2644,64,490.96Less : Appropriations B O.0O 0.00 0.00 0.00Add: Interest expense onconvertible debentures (net oftax) C O.O0 0.OO O.0O O.OO

D=A_

fi,1[ff$:1?:::TJilJ::#.' B+c s2s,14,820.34 2644,64,4s0.e6 s28,1.4,820.34 2644,64,4s0.s6

i:x?:h,:::11:,rr" number E 11's6's7s s,70,4s3 i'!,s6,s7s s,70,4s3

of potential equity shares onaccount of employee stockoPtions

aon,r'.r.^- o g o oAdd: Weighted average numberof potential equity shares onaccount of convertibledebentures

mha.^r o g o oWeighted average number ofshares outstanding for dilutedEPS U

1,,007,479DiluteEraa .r-1,,^ -^- -u

AB

cD=A-

B+C

E

529,74,920.34 2644,64,490.96 52g,L4,g20.340.00 0.00 0.00

0.00 0.oo

528,L4,920.34 2644,64,490.g6

0

L,L96,575

0.00

529,L4,92O.34

1,r,96,575

0.00

2644,64,490.96

9,70,493

F"." u. z,or.uu 44.OO 263.00

Calculation of Weighted Average number of shares

Ave number of shares 01.04.2014- 31.03.2015

Date of lssue Number of Shares Days Weighted average No ofshare01-Apr-14

31,-May-741,030,000 365

3041,030,000

29.

1,196,575

200,000L66,575

Annual Report 2O14-1S

30' During the year there have been certain instances of fraud on the company by employees and others,

:#::":,:'j ",:]|j:1.,"^1 J':ly".li.],:.r. / cash "ru.r.r.rents have occurred for amountsaggregating an amount of 72,54,72,429.00 of which the company has recovered T35,2g,000.00 .The

.i"##lfj f.,:"1,::::T::::::j:l_,,::1,lo,,", ,n4 r.l., rir"i,n,,l.,n." craims in this regard. Further,ts regaro. Further,

ff"::TiilJr'iil tn" process of recovering these amounts from the emptoyees and taking legat actions,

Gold RelatedThripunithuralst Misappropriatio

ns

Police case hasfiled on74/04/20t4 as perFIR No:-778/20L4.Reported to RBI ont4/os/20t4

Charge givento ACJM(AdditionalChief JudicialMagistrate)-EKM

Police case has filedon 09/04/2Ot4 asper FIR No:_2tt/20!4.Reported to RBI on09/0s/20L4

Gold RelatedMisappropriations

Police case has filedon L5/O4/2014 asper FIR No:_123l2014.Reported to RBI onL2/os/2014

on t7/t0/2014 asper FIR No:_220/20L4.Reported to RBI on

Gold RelatedMisappropriations and Cash

Embezzlement

Police case has filedon 27/08/20t4 asper FIR No:-780/2014.Reported to RBI onrs/0e/2074Company has fileda complaint datedJanuary t2,2}tswith the DeputyRegistrar of Co-Operative Society,against theauthority and theseizure of the said

Police case hasfiled on08/01/2015 as perFIR No:-

@

Annual Report z0t4-1's

31. Notes to Vehicle Loan

_9qTg"l!.9 I g..Ng"n -Current Ctassification

St:qqzqsZ+"J-mtror""t .J zsffi

Provision Net of Advailcg t?11a _ro.s (A)_((B)+(c))

@n Net of Advance Tax and Tax Deducted at source

1721,64.O0 87773.000.00 743598.00 482o7g.ooo 261519.00

20L0,02,124.0O

2763,77,357.00

i2?tooljoooo0.00

1I,94,772.24

ffi

pglgi!-f gt_l"cu rity o ffe red

rycF-5r74872 Hypothecation of Vehicle 2595000 t

_7 5oo/o

1.1.82%60

TiiII:_q:op

7450MonthlycF-7537484 Hypothecation of Vehicle 225000 36M-o.!."ltly"Monthly

cF-7537470 Hypothecation of Vehicle 225000 L1..82% 36 7450cF-7s37499 1.{rrnn}h 225000cF-9028670

"ft e TL.82% 36 7450 Monthly_ Ftypothecation of Vehicle

_ Hypothecation of Vehicle257000 17.79% 36cF-9028705 8400 Monthly257000 1.1.79% 36 8400 MonthlycF-9028574 hecation of Vehicle I zSzOOO 1,.79% 36 8400 Monthly

cF-5174872. . 55974:00

57044.00cF-7537470

87173.00

ftgv-i9ion For Income TaxFY:2077-72

FY :20L2-t320L6,64,775.0O

2188,94,371.002076,64,775.00

2199,94,37t.@FY:20L3-14%

FY 2014-ti

l-ess : Advance Tax

1,57L,34,994.00

*". "J7p,97-,:Z*996496,67,914.OO

L57!,34,994.o0

FY:2077-72FY:201.2-1,3

FY:201.3-74

FY:201.4-75

Iex Deducted at Source

2070,02,124.00

zii,s:ti,ist.o,o1509,69,700.00

925,00,000.00

FY:2071-12

FY :2012-13FY:2073-L4

10,63,635.00

73

54,34,069.24

Number

As at

, Marlh 31,2Ot5 March 3L,2At4

33. Contingent Liability not provided for

iii) service Tax demand for the perioi ol-1,2-2orito ir_o:_zoiz : 2,40,O9,1.23.O0iv) Service t * O. i

2,30,'J.4,979.00

0.00 |*';l

. d.r*d ;f I

v) Applicability of Kerala Money Lending Act 195g

The Applicability of Kerala Money Lending Act 1958 to Non-Banking Financial company,s is pendingbefore Honorable supreme court of India. The Honorable supreme court of India has directed that astatus quo on the matter shall be maintained and the matter is currently pending with HonorableSupreme Court.

vi) The Commissioner of Income Tax (central), Kochi ("ctrK") filed a writ petition (c) bearing no.23g56/2073dated August28,201'3 ("writ Petition"), before the High court of Kerala against the order dated March25,2013 ("order") passed by the lncome Tax settlement commission, chennai (,'commission,,) for theassessment years 2004-05 to 2010-11, granting immunity to our company from penalty and prosecution.The writ Petition was filed by clrK inter-alia on the grornd that the commission has no authority to grantimmunity to our company from penalty and prosecution unless our company makes full and truedisclosure of its income, manner in which it was derived and cooperates with the commission in theproceedings' The clrK further alleged that the income admitted by our company was less than the incomequantified by the commission and hence full and true disclosure wasn't made and thus the order passedby the commission was against law. Further, the clr has prayed for the issuance of writ of certiorari orany other appropriate order quashing the order to the exient that it granted immunity to our companyfrom prosecution and penalty. The matter is currently pending.

viilshow cause Notice From commissioner of central Excise and customs

company has received show cause notices from commissioner of central Excise and customs, showcause Notice No.27L/2oL4/sr dated september3 o,2o1,4for the period from July 1.,201,2to March 3L,2013 amounting to <97377263.00, show cause Notice No.142/2015/sr dated Apri121,,2015 amountingto {54196943'00 for the period from April 1,,201-3 to March 3L, 20L4for respective show cause noticeswherein company has justified that no service tax is payable and the proposal contained in the showcause notice deserves to be dropped. The matter is currently pending. \o provision is made in books sincethere is no order confirming demand. , .r. .;:. ,

: ''-24;--\. Jr r,rr"l" V - '\ y

{116699986'00 as service Tax Liability against which company has filed an appealwith the De9gttgff. EIsSg3ld lSJySgJg5Anp g I late rri b u n a t, Ba n ga I o re. ::"::J

6AA 'i'#yl*r.T(;Yr.,,*,Xg\ [j

/(74

Claims against the Company not acknowledge as debts. :

: March gt,2At4i) Service Tax demand i;Joint commissioner of central rxciie &-t-rrtd"*-t".r'i;t;r-i;;ionerate h;s ;i;;; d.;;.d;i:il:::i^tt t_t_t":'t: Tax Liabilitv

ls.tin:! which company has fited an appeat with rhe commissioner of*Officer of Central Excise (Appeals), Cochin.ii) Service Tax demand for the ,";i; 0i:10_2008"6 3cilrdii


34. Disclosure as per AS-15

ii.Defined Benefit plan

Project Unit credit Actuarial Method was applied to assess the pran liabilities owing to all forms ofadmissible exit' The benefit was taken as defined in terms of payments of Gratuity Act or the company

;11::-t Rules whichever more favorable to the beneficiaries. Gratuity ceiling timit was taken at T10

i. Defined Contribution plan

ffi"J:f;i::'r}of opening and closing balances of the present vatue of the defined benefit obtigation

{glqg:ipl.geill(lqss) on pran Asieti

Contribution to Employee,s provident Fund 3,963,91"7.00 2,799,245.00Contribution to Employee,s State Insurance

5,077,242.00

Mortality Indian Assured Lives Mortality(1994-96) Ultimate tahtp

Indian Assured Lives Mortality( 1994-96) Ultimate Ta ble

Attrition Rate

Withdrawal

Discount Rate%

Modified q(x) values underab_gv-g V g rta,t ity Ta b te

Modified version oi iUout

IeU"g. .

8.00% p.a.

Modified q(x) values underabove Mortalitv Table*-**J*-;

Modified version of abovetable

9":Q9lq Pr?'

1,9"0,2",.*9,:

26.40

Co-mpensation Escalation Rate 5.OO% o.a.

25.41Expected Average R;;;inilgqg tKlrs l, tyg :. q l -F.T n Lgye e.!_rye "s )

in Present Value OUligations

2374622.0Opresent Va tue of obiieiiiii"ii ffi Gffi"s*i*-period

Past Service, Cost (Non-Vested

_19_:t g*"r-y.1.: c gll { vesle d )

L3,52,345.00

Defined Benefit plan afirre eil;th; V;;;(2190,462.00:l

L73737L.00

h lhu lgjt vatue of ptan esseiiFair Value of the plan Assets ;itiilb"gi."i"g;;the Period

tion Adjustments

ISIglf on ptan AssetsContributions

Benefits Paid

1Srts-oriFair,Value of plan Assets at the Period

W Kosamattamrqqh. Finance Ltd.

March SL,Z0LS j rvlarch tl,zfit4

i or on March 31, j ni onTffir,;.-*" 201s I zora

7294728.00

2,44,064.00 1.49073.0O

0.00 0.000.00 0.00

0.00 0.00(206ss0.00)

36,90,569.00 2374622.00

0.00 0.00

0.00 0.000.00 0.000.00 0.000.00 0.000.00

0.00 {"!rJ ri t;-.r OOO\ t\

I n vnErvr i +'ii 7s li; t

\\- -4*

C)Fair Value of Ctrn nit"iiFairVatue orplin AffiPeriod

0.00 0.00

Acq utsttton AcljustmentsActual netrrnContribution;Benefits p"id

Fair Value oi i

0.00 0.000.00 0.000.00 0.000.00 0.000.00 0.00Present Value of Obligations at ail end of the

Period3680s69.00 2374622.00

runoeo Status%

%

O) nc_tua ria I gain/(ro.:q)*Reiog... n ise-d

(3680s6e.00) (zt74622.001

.. .acryarlar o"arn/.{Lgss) for the period _ Obligation_ nctuaria^fcffi;tanA$ets_ _ r€t*rgt"igil

U n recogn ized actuariat ga insliiossesi atitetia_ _gt t"f e p"e"{gg" * - *

*%,

FlTho A-^..^

290462.00 206550.000.00 0.00

290462.00 206550.00(290462.00') {_206ss0.00)

0.00 0.00

0ssPresent Value of Obtigations at th;;;A;i*iGPeriod

%-....

lq Ll

3680s69.00 2374622.00

rdrr vdrue or rtan Assets at the end of the periodFunded Statusllnrarnonirorl .^

0.00 0.00(3680s6e.00) Q374622.001

0.00 0.003680559.00 2376422.00

' L^t,sr.)s nELuEf useq tn fne 5tatement of profit and LossLurrent 5ervtce Cost

%

Past Service Cost

lnterest Cost%

1352345.00 1137377.000.00 0.00

244064.OO 149073.00" .....",....:_aL:::y"y TsJqIn on pran Asset

curtaitmeni cost fic.eaitr

-

%***-;-r*-__ Settlement Cost /(Credit)%

0.00o.oo

.0:*0_0-

9,9""0

0.000.00"l],9 I 4"9.r-y"e r

I a. I tl a ll/ ( lo-s s). R

9.9-o-g 1 i1 e-d

.i n,^t h e p_e r i o d

Expenses Recognised in the statemeni "i

pi"iiiand loss

(2e0462.00) (206ss0.00)1305947.00 1079894.00

_ .", ... opqnile,..l!et,Ljabitity* _

Expenses%.-_ I

,,;,*",,,,,,,,,,,,,,,-,,,-,,,,,, I,,,,,, *_,,,,-eet

2374622.00

1305947.007294728.00

1079894.00LonrnDuuons / genefits paid%

ctoslng wet t igUiii*%

0.00 0.003680569.00 2374622.00

iii. Note to provision for gratuity

E6

Short Term Liability ValueIgfLLla bility va I ue ( Non-cu rrent

Total value of the obligation

, zo1o

35. Provision for standard and Non-performing Assets as per prudential Norms.In terms of Systemically lmportant Non-Banking Financial (Non-Deposit Accepting or Holding) CompaniesPrudential Norms (Reserve Bank) Directions, 2015 company has made provisions for standard Assets aswell as Non-Performing Assets as per the table below:

36. Gold Loan to Total Asset Value

Gold Loan 1_1,,369,209 ,432.00 9,920,73L,759.00Total Assets

(Excluding Intangible & Deferred Tax Asset and 19,209,772,064.79 74,767,382,990.29intangible, asset under development)

59.L8% 67.t8%

37. Details of Auction held during the yearGold Loan Auction Details during the yearDN BS.CC. PD. No.356/03. t0.07/ 2OL3-2014 dated Septem ber

201,4-L5 as required by circular no15,2013 issued by the Reserve Bank of India:

6948

38. Fixed

3 7L0t0000L7720

0282.100.5639

0.00

0.00

9500000.00 0.00fi?\\--

262067676 186593545 2625497t9

900000.00

900000.00

0.00

ecureq Loan

Gold loans--Substandard Assets

r-"1 1-?-3

o 9, t 9, 17-Z-' 99

16,06,000.00,4?F&?9rOO

Lq9,-600.09 l 63,09,934.00 6,30,994.00Doubtful Assets 215,25,992.00 53,63,145.00 109,05,145.00 21.94.830.OOLoss Assets 154,20,963.00 t54,20,963.00 0 0Total-A 1t3692,O9,432.00 492,71,349.OO 99207,3t,759.0O 275,84,6t6.00

Other Loans

9tel9:r4 A+e!:*_Substandard Assets

3-1388f9,7-10,_Q1

89,00,000.0087,22,247.00

9,90,000.00401,,L47,376.O0

0.00..r,09?,811:_09

0.00Doubtful Assets 0.00 0.00 0.00 0.00Loss Assets 15744390.00 15744390.00Total-B 35135,43,100.61 253,56,637.O0 4Ot,14t,376.00 1,002,855.00

Total(A+B) t48827,52,532.6t 746,27,996.00 1o,32L,973,135.00 28,587,47L.O0

0282.100.5638

77

0.00 0.00

ParticularsAs on March 31, 201.5 As on March gt,2lli

Loan Amount provision Loan Amount provision

% of Gold Loan to Total Assets

Number of i t-oan Amount l- ---lnterast '*l.*vrtr;

r"t.h"dlI i r -- Jloans l Outstanding !Outstanding i f Amount

L78636445

rvlJ;;ftt-r0Current i Non -Current f Current i won -Current

Bank and Account NumberI

South Indian Bank Limited

37107000017721 0.00 0.00

0.00 0.00

'0.q0. '"0.0( IL

ilrtrs il$JN- -4{,tk ) s./

0282.100.5637 9500000.00 0.00 0.00 0.000037106000000084 750000000.00 0.00 0.00 0.000037101000077720 900000.00 0.00 0.00 onn003710100001772! 900000.00 0.00 0.00 0.00

,wuvL/93218291

100000.00 0.00 0.00 nnn1000000.00 0.00

f*_:_I .. . 9.e9*

I v.vv

I 0.00State Bank of India

34657552781 56r.00000.00 0.00 0.00 oooKarur Vysya Bank

1s12544000000054/1 50000000.00 0.00 0.00 0.00r512s44000000054/2 50000000.00 0.00 0.00 0.0015175440000o00L7 /L s0000000.00 0.00 0.00 0.001s05544000000L32/2 50000000.00 0.00 0.00 0.001505544000000L32/3 s0000000.00 0.00 0.00 0.001s0ss44000000132/1, 50000000.00 0.00 0.00 0.00lClClBank

6267050L2420

Total"_ lggggoqg:Oo

1147500000.000.00 0.00 0.000.00 0.00 1800000.00

39. Notes to Debentures

NCD Secured Private placement

NCD Secured Public lssue L

NCD Secured Public lssue 2



Subordinate bond public lssue 1Subordinate bond public lssue 2Subordinate bond private placement L

Subordinate bond Private placement 2

Subordinate bond Private placement 3 24278s700Subordinate bond Private placement 4Subordinate bond private placement 5

Subordinate bond private placement 6


Subordinate bond Private placement g


Subordinate bond Private placement LO

Subordinate bond Private placement 1.1


Kosamattam Mega Bond 1



1

Bank and Account Number , March 31, 2

Current

nt( h'-.--'-;- :;:-:-vrJ March 31,2014Non -Currenf /^trrrant Alax r..--^-+

Series April L,2At4 lssued Duringthe Period

i RedemptioniDuring the Period

March tL,z$ts10039791900 0 2477870500 7621981400

0 1000000000 0 10000000000 7492290000 0 t4922900000 1384449000 0 13844490000 1900000000 0 19000000000 250000000 0 2500000000 100000000 0 100000000

99187400 0 0 9918740080782500 0 0 80782500

0 0 242185700248445400 0 0 2484454001.48s97400 0 0 148597400

16880000 0 0 168800000 70447000 0 104470000 9950000 0 99s00000 9824000 0 98240000 7083000 0 70830000 4700000 n 47000000 15000000 0 15000000

62500000 0 0 52s0000015000000 0 r3*5/J7-J .,,.^O

1500000041500000 0 41500000

.4Total 10994870300 6183743000 IrY ,. 14760802800

w ,*q'lt*tt*..J

&Mt78


40' Disclosure of related party's transaction in accordance with Accounting standard (AS-1g) .,Related partyDisclosures" issued by The Institute of chartered Accountants of India.

(a) Name of Related parties

Group Companies

1) Kosamattam Mathew K CherianFinanciers Private Limited

2) Kosamattam Jewels3) Kosamattam Ventures private

Limited4) Kosamattam Builders5) Kosamattam Security Systems6) Kosamattam Enterprises LLp

1)Kosamattam Mathew K CherianFinanciers Private Limited

2) Kosamattam Jewels3) Kosamattam Ventures private

Limited4) Kosamattam Builders5) Kosamattam Security Systems

Kosamattam Enterprises LLp

Key ManagementPersonnel

1) Mathew K Cherian2) Laila Mathew3) Jilu Saju Varghese4) Annamma Varghese C

1) Mathew K Cherian2) Laila Mathew3) JiluSaju Varghese

Relatives of Key

ManagementPersonnel

1) Milu Mathew2) Bala

3) George Thomas4) Mrs. Mariamma Cherian5) Saju Varghese6) Varghese K Cherian7) Tom Cherian8) RemaniJohn9) Molly George

10) Jessy Rajan11) MiniVarghese12) Gracy Tom13) John M iohn14) John Zacharia

1) Milu Mathew2) Bala

3) George Thomas4) Mrs. Mariamma Cherian5) Saju Varghese6) Varghese K Cherian7) Tom Cherian8) RemaniJohn9) Molly George

10) jessy Rajan

11) MiniVarghese12) Gracy Tom13) John M John

Relationship As on Marcn i

Particulars

Transactions

Associates

March 31, i March 31,2015 : 2014

March 31, l

2015

Relatives of Key

!Y"Lrg:.n" T,l P9 f 9-! r_lMarch 31, j March 31,March 31,

2AL4

7385000.00

176316.00

Laila Mathew

951725.00

Annual Report zOl4-ts

Key Management personnet *";:':::;?t"XjJ""*l

:.March 31, , March 31, I March 31., i March 31,2o1s:zorqizorsiza'3

41. Additional Information to the statement of profit and loss

(a)Value of tmports calculated o; c.t.ffiduring the Financial year in respect of -l. Raw Materialsll. Components and Spare parts;lll. CapitalGoods

(b) Expenditure in Foreign currency during the financiar year onaccount of Royalty Know how professional and consultationfees interest and other matters(c) Total value if all imported raw materials spare parts andcomponents consumed during the financial year and the totalvalue of all indigenous raw materials spare parts andcomponents similarly consumed and the percentage of each tothe total components

(d) The amount remitted during the year in foreign currencieson account of dividends with a specific mention of the totalnumber of non-resident shareholders the total number ofshares held by them on which the dividends were due and theyear to which the dividends related

(e) Earnings in foreign exchange crassified under the foilowingheads namely:-l. Export of goods calculated on F.O.B basisll. Know-how professional and consultation fees;lll. lnterest and Dividend ;lV. other Income indicating the nature thereof (Exchange Gain

_-9r lgtgFr I qrf_qtg"I-q-fu -s )

Total

0.000.000.00

0.00

0.000.000.00

0.00

0.00

0.00

0.00

0.00

0.000.000.00

793773.00 3350758.00

0.000.000.00

_.""- . ,,,,".." .. 7,,,-e.,,".3?73.00 33s07s8.00

42. Utilisation of proceeds of public issue

During the period, the company has raised <612.67 crores by way of public issue of secured Non-Convertible Debentures and Subordinated Debts (public issue) to be utilised to meet its various financingactivities including lending and investment and towards business operations including Capital expenditureand working capital requirements. As at March 3!,2075, the Company has utilised {4g7.39 Crores fromthe proceeds of the public issue, net of issue expenses in accordance with the objects stated in the offerdocument and the unutilized balance as on date is t125.2g crores.

43. Lease Disclosures

Operating [ease:

Branch Office premises are obtained on operating lease which are cancellable in nature. operating leasepayments are recognized as an expense in the statement of profit and loss.

Finance Leases:

The company has no finance leases during the year under review.

44. Company has entered in to an agreement with Mathew K. Cherian, Managing Director of the Company,for purchase of landed property amounting to Rs.26 Crores based on the valuation report dated June 1O,2014received from a bank approved valuer. As required under Companies Act, Company has paeie{.a ;pe.ciatresolution before the purchase of landed property from Mr. Mathew K. Cherian. Since allttrLsbadioUersare related parties with in the meanirtg of sec.2(76) of The Companies Act, 2013, technicallv no special orordinaryreso|utioncanbepasseduls188ofTheCompaniesAct,20].3:-'ji'..l

:r'''!i ' 8L i'i')l': .

..' 'i \.'.",r , .^

' ;, ' 1. ,.,..-1' ._"'.,,:. r..

I !/ ,;.,1- -.,- "',..::, -...-:

Annual Report 2O14-1S

Report 2014-15

in LacsParticulars

Liability Side :

(1)Leans ano aovances availed by the non_banking financialCompany inclusive of interest accrued thereon but not-qeiqi_" . (:J o_*'!:s'_

:Secured

AmountOutstanding

AmountOverdue

133987.20 Nil:Unsecured L3620.82 Nil(orner than talling within the meaning of publicdeposit)

(b) Deferred Credits

(c) Term LoansNil

Nil

Nil

Nil(d) Inter -- corporate loans and borrowings Nil Nil(e) Commercial paper

Nil Nil(f) Other Loans (specify nature)

1:-vgl':lg Lg'lii. Cash Credit

2.62 Nit

8239.94 Niliii. Term Loan 5052.02 Nil

*See note 1 below

Schedule to the Balance Sheet of a Non-Banking Financial Company

(i) (As required in terms of Paragraph 13 of systemically lmportant Non-Banking Financial (Non-DepositAccepting or Holding) companies Prudential Norms (Reserve Bank) Directions, 2015.)

*

(2)

Asset Side: Amount OutstandingBreak-up of Loans and Advances including bills receivabrest otheill''I lI::: try"F"9:o:l (1) p:roryli

{qll-"qvrl "

L19653.2L(u) irns"eqtgg L972.94

(3)Break-up of Leased Assets and stock on hire and other assetscounting toward AFC activities

(i) Lease assets including lease rentals under sundry debtors : Nil(a)Financial Lease Nil(b) Operating Lease

0l sto*"o1-!y":il.-qlylile hire charges under sundry debtors(a)Asset on Hire

Nil

Nil(b) Repossessed Assets

(iii) Other loans counting towards AFC activities Nil(a) Loans where assets have been repossessed -3r ffi(b) Loans other than (a) above )ou

//KY--i.i-4"':,. I

Fk* w/#82

(4)9_t.: t qP ql I ty":tqST"',Current lnvestments:

1. Quoted:

(i) Shares (a) EquityNil

(b) PreferenceNil

(ii) Debentures and Bonds Nil(iii) Units of mutual funds Nil(lv) Government Securities Nil(v)Others (specify)

Nil2. Unquoted:


* _ (!) Plglefnge_(ii) Debentures and Bonds

(iii) Units of mutual funds

Nil

Nil

Nil(iv) Government Securities Nil(v) others (specify)

NilLong Term lnvestments

1. Quoted:


(b) PreferenceNil

{iil _?gbTt*e: ?13 go!d:(iii) Units of mutual funds

(iv) Government Securities

fu)O,h.rc (rp""tt)

Nil

Nil

Nil

NilZ. Unquoted:

(i)Shares (a) Equity Nil(b) Preference Nil

liil"P:i:ltsres 9r q go.l gs Nil(iii) Units of mutual funds Nil(iv) Government Securities Nit(v) Others (specify)

Nil

(s) Pgr:yg:qlg:ptyls: c|assificatio n or . rr"iJi n*ilJffi 1 z

1 ;.d ( 3 ffi"*,

[g919te z betow) ----*-l

\

Category Amount net of provisions

Secured Unsecured Total1. Related Parties

(a) subsidiaries Nil Nil Nit(b) Companies in the same group Nil Nil Nil(c) Other related parties 2333.37 14.39

""ffin|s2. Other than related parties 1.L6944.05 1958.55 $8',9olt6oTotal L19277.42 1972.94: L2L250:36

83tfLr*r't$9ffi.if* \ llixiifit't

tuffi(/<{r


(7) Other Information

Particulars Amount(i) Gross Non - Performing Assets

(a) Related Parties 0.00(b) Other than related parties 631,.97

(ii) Net Non-Performing Assets

(a) Related Parties 0.00(b) Other than related parties 256.18

(iii) Assets acquired in satisfaction of debt Nil

*Notes:

1. As defined in Paragraph 2(1)(xii)of the Non-Banking FinancialCompanies Acceptance of public Deposits(Reserve Bank) Directions 1998.

2. Provisioning norms shall be applicable as prescribed in the Systemically lmportant Non-Banking Financial(Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2015.

3. All Accounting Standards and Guidance Notes issued by lCAl are applicable including for valuation ofinvestments and other assets as also assets acquired in satisfaction of debt. However market value in respectof quoted investments and break up/fair value/NAV in respect of unquoted investments should be disclosedirrespective of whether they are classified as long term or current in column (4) above.

(6) Investor group-wise classification of all investments(current and long termy in inares anOse_c_!r Tlig-s"_(P.ol! g yp!*l g I {" !r I q Hgtgd ); ( see n,ote 3 b e I ow)

CategoryMarket Value/Break

up or fair value or NAV

Book Value(Net of

Provisions)1. Relate Parties

(a)Subsidiaries Nil Nil(b) Companies in the same group Nil Nil(c) Other related parties Nil Nil

2. Other than related parties Nil NilTotal Nil Nil

84

Report 2Ot4-Ls

Disclosure as required Non-Banking Financial companies-Corporate Governance (Reserve Bank)Directions 2015

(Amount in Rs. Crore)

CRAR -Tier I Capital (%)

CRAR -Tier tt Capitat (%)

Amount of subordinated debt raised as Tier - llgq pi,tal(Disco unted Va I ue)

Amount raised by issue of perpetual Debt Instruments

Calculation of Tier I Capital

Calculation of Tier ll Capital

Paid U*p Share Capita! 123.00 103.00Capital Reserve o.o7 o.o7Sta!lJto"ry Reserve 26.96 25.909slqltfl"qsqrye t4.2I 20.00l.qs_erve_ fsr"CSR 1.08 0.00pe,!g$ure Redemption Reserve 35.00 0.00Profit & Loss Account 0.03 26.23llgsamattgm megl bond..( perpetua I Debt Instru ment) 11.90 11.90Total 2L2.25 187.10

0.00 0.00t9_ss:

. Jntglg-iPle Asset 1.05 0.46_ ."* ,., tn-lplgiFlej::q! qldet d-evetopment 0.00 0.43

Deferred Tax Asset 5.16 1.39Total 6.2L 2.29

Tier I Capital 206.O4 184.81

March 3L,2OL5 March 3t,2OL4Particulars

Subordinate Debt 93.97 71.r945% of Revaluation Reserve 0.01 0.01Provision for standard assets 3.7L 2.58Tier ll 97.68 73.77

\rX^/dR\

85

I CurrentYear j previousyear

March 31,2015 i March 31,2014

(i) Cash and bank balances including fixed deposit and certificates of deposits with banksCash 75.35 O.OO%: Bank AccountFixed Deposits

(ii) Investmentsa. Approved Securitiesb. Bonds of public sector banks

: c. Fixed deposits / certificates of deposits /bonds of public financial: institutions

d. shares of all companies and debentures / bonds/commerciarpapers of all companies and units of all mutual funds

, (iii) Non Current Assets, Court Fee Refundable

I (iv) Current Assetsa.Stock on hire (net book value)b. Intercorporate loans / depositsc. Loans and advances fuily secured against deposits herd by theCompany itselfd. Loans to staff

i e. other secured loans and advances considered good (Net of provision): Gold Loan-Standard portion: Demand Loan

Rental Loan

i Mortgage Loanr f. Others :

' Security Deposits (CDSL)

Rent DepositL Telephone Deposit

Money Lending License DepositVAT Security Deposit - NSC

r Security Deposit Sales TaxOther deposits

i Other Current Assets :

i Advance Account and Other DepositsTicket Purchase AdvanceRent advance

I (v) Fixed Assets (net of depreciation)I a.Assets leased out (net book value)

b. Premises

c. Furniture & Fittings: d.Other Fixed Assets

(vi) Other Assets, a.lncome tax deducted at source(Net of provision)r b. Advance tax paid, c. lnterest due on Government Securities

d. Deferred Tax Assete. Intangible Asset

i f. Intangible Asset Under Development :

i g. Capital Work In Progress| 2. Olf Batance Sheet ltems

i.u.,",.ogainsttheCo'o'"u?-j*]|'n'.:-l,:o:"oasdebtItj ,i..

,iil,::1 , g6

1t8.62L1_4.75

0.000.00

0.00

0.00

0.08

0.000.00

7.7723.50

1134.83

27.20

L.275.80

0.0511.550.030.050.020.07 ',

0.06 l

294.53 :

6.15 '

o.04o.r4'

:

54.98

31.639.35

0.00%o.00%

o.oo%20.00%

100.00%

700.00%

too.oo%

700.0o%

r00.oo%o.oo%

0.00%

LOO.OO%

L00.00%100.00%

L00.0Oo/o

700.0o%

700.o0%

700.00%100.00%L00.oo%

L00.oo%

t00.oo%100.00%100.00%rc0.00%rc0.00%

100.00%

700.00%700.00%

o.o0%o.oo%0.00%0.00%0.00%0.00%

0.000.000.00

0.000.00

0.00

0.00

0.08

0.000.00

0.000.00

1134.83

27.20

L.27

5.80

0.0511.550.03 r

0.0s0.o20.070.06 ,

294.535.150.040.L4

:

.

54.9831.63 .

9.35

i

0.000.000.005.161.050.003.73

:r , 5.04

i:15-87.58

1.650.000.005.161.050.003.73

T2.08

1935.47

-2.6

Weighted risk assets - On Balance Sheet items Value ofAsset

%afWeieht

lisk WeightedAsset

1.. On-Balance Sheet Assets

Annual Report 2OL4-L5

2.lnvestments

during the year(iv) Closing balance

(i) '

Gross Value of Investments

, (a) , In India(b) Outslde India

(ii) , Prorlisions for Depreciatlon

I (a) I 1n India

r (b) : Outside India(iiit . ;;iU.rue of invtstmenii

f-

; (a) : In India

i IFI . Outsid-e India

NIL NIL

NIL NIL

NIL NIL

NIL NIL

NIL NIL

NIL NIL

NIL NIL

NIL NIL

NIL NIL

NIL NIL

3. DerivativesCompany has not entered in to any Derivative Transaction during the year and previous years

4. Disclosures relating to Securitisation

our Company has no securitisation transaction during the current year and previous year.

5' Asset tiability Management Maturity pattern of certain items of Assets and Liabilities

LiabilitiesShort TermBorrowingsFrom Banks 82.39Long TermBorrowings

0.00 0.00

From Banks 0.00

(2)

Other, Borrowings -: Vehicle Loan

Assets

, Advances

Investment

6. Exposures

Kosamattam :

Secured Bond : L7.77

Unsecured i

Bonds , 0.00

0.00 0.00 0.00

0.00 0.00 0.00

12.2t 1 39.77 130.10

0.00 0.oo o.0o

0.00 0.00 0.00

52.80 66.85 405.25

0.00 , 0.00 0.00

i/87

, 0.00

i 32:04

i o:oo

50.52

L:4'6\L

0.00

0.00

579:00

0.00

0.00

564:04

9.92

0.03

0.00 0.00 82.39

0.00 0.00 s0.52

403:15 l2t7_9, 1339:97

:

79.39 46.90 136.2t

0.03

7L92.94

0.00

0.00 0.00

($mount in Rs. Crore)Particulars Current Year

1to30

daysLto2 i 2to3 3to6

Months1to 3

Years

i6ii Months ,

i to1 ii v"., ',

months i Months3to5vears

Over 5Years Total

1ii- i- ---i*--*ii,li

i. Exposure to Real Estate Sector

(Amount in { crore)

, (i) , Residential MortgagesLending funy secureo by morigaets on ;;;il;;ii;ipi;Grtt ir,it .' is or will be occupied by the borrower or that is rented(ii) iommercialRealEstate :

, Lending secured by mortgages on commerciar rear estates (officebuildings, retair space, murti-purpose commerciar premises,multi-family residential buildings, multi-tenanted commercial

r premises, industrial or warehouse space, hotels, land acquisition, ,

i : development and construction, etc.). Exposure would alsor : , include non-fund based limits(iii) tnvestmenis in rr,lortgage eacked securities tMasl and other '

i securitised exposures _:..l

Tota! Exposure to neil eriate seiioi ,

ii, Exposure to Capital Market

Direct investment in equity rh;;debentures and units of equity-oriented mutuar funds the corpusof which is not exclusively invested in corporate debt;Advances against shares / bonds / OeUentures oi oiher.securities or on clean basis to individuals for investment in shares(including lPOs / fSOesl, convertible bonds, convertibledebenturesr and units of equity-oriented mutual funds;Advances for any other purposes where sf,rr", o,. .onueriibl.bonds or convertibre debentures or units of equity orientedmutual funds are taken as primary security;Advances for any other purposes to tne eiteni iecured ny il,"collateral security of shares or convertible bonds or conveitibledebentures or units of equity oriented mutuar funds i.e. wherethe primary security other than shares / convertible bonds /convertible debentures / units of equity oriented mutual funds

, 'does not fully cover the advances;secured and unsecureo iovanies to stoct<uroleii and guaiJnteesissued on behalf of stockbrokers and market makers;Loans sanctioned to corporates igainst the iecurity of shares /bonds / debentures or other securities or on crean basis formeeting promoter's contribution to the equity of new companies .

in anticipation of raising resources;Bridge loans to companies against expected eqrity flows / iisues;All exposures to Venture capitar Funds (uotn registered andunregistered)

5.80

0.16

NIL

NIL

NIL

NIL

5.96

-: --- - -- ----- ---

:

'.:--.----. NIL

, Nlt

i NlL

i in ni. iioiet

NIL

NIL

NIL

(ii)

(iii)

(iv)

NIL

NIL

NIL

NIL

NILNIL

(v)

(vi)

NIL

(vii)

(viii)NIL

NIL

NILTotal Exposure to Capital Market

88

Annual Report 2Ot4-15

Category

Particulars Current

7. Provisions and Contingencies

(Amount in Rs. crore)

Provisions for depreciation on Investment

Provision towards rupn

Provision made towards Income tax

Other Provision and Coniingenciei iwittr Oetaitsy

Proviiion for siindard aiiets

8. Concentration of Deposits, Advances, Exposures and NpAs

i. Concentration of Advances

:_ '

Total Advances to twenty largest borrowersRerlentage or AuuanCes to iwenty raice;t oorrowefs to ioiir novinces or t].re r,rgic

ii. Concentration of Exposures

Total Exposure to twenty largest borrowers / cJiioreiiPercentage of Exposures to twenty largest borrowers / customers to TotalExposure of the NBFC on borrowers / customers

iii. Concentration of NpAs:

:

. Total Exposure to top four NpA accounts

iv. Sector-wise NpAs

Agriculture & allied activities

MSME

Corporate borrowers

Services:

Unsecured personal loans

: Auto loans

: Other personal loans

NIL

3.76

t;;NIL

3.70

NIL

0.28

15.11

NIL:

2.58


28.40

2.37%


.. .1 ..


, L.25:

t

3.

i,. --,'-.--'.'.'l

5.-..,. - ..--.

6.:i.-^- ;

NIL

NIL

NIL

NIL

o.53%

89

Annuaf Report 1OL4-L5 #& KosamattamrtfqA Finance Ltd.

Ereak up of 'Provisions and contingencies'snown unaer ttre neaoExpenditure in Profit and Loss Account

51. No.

NIL

Percentage of NPAs to TotalAdvances in that sector

I

II

v. Movement of NpAs


(i)

(ii)

Net NPAs to Net Advances (%)

Movement of NpAs (Gross)(a) Opening balance(b) Additions during the year(c) Reductions during the year(d) Closing balance

Domestic

, Nlt

O.L7o/o

L.72

4.60

0.oo

o,az

LqiL.72

o.oo

o.14%

3.06

0.00

tlqt.72

2.75

o.oo

1,.31,

1.44

0.30

O.OO

o.oz

0.28

(iii) r Movement of Net NpAs,(a) Opening balance

i (b) ' Additions during if,e year

, (c) , Reductions during the year; (d) Closing balance r -:--. -:-:'-' , 2.56(iv) '

Movgment of prouiiions ior rupAs teiiruoine piouiiioni on standard asset; -

i (b) : provisioni maoi ouiing tha y;a, i: .: _ -___ vvr,rr6 rrrs ysqr I 3.49(c) Write-off / write-back of excess provisions(d) Closing balance

0.00

3.76

rytt. Nlt

10' off-balance sheet sPVs sponsored (which are required to be conso-f idated as per accounting norms): - - - Name of the SpV sponsored

:

Overseas

Ntt

11. Disclosure of Complaintsi. Customer Complaints, (a) No. of complaints pending at the beginning of the year(b) No. of complaints received during the year

I (c) ' No. of complaints redressed during the year(d) No. of complaints pending at the end of the year

,r. t,r.",,r;"";,i' Registration obtained from other financiar sector reguratorsThe company is not registered with any other financiar sector regurators

NIL

4

iNIL

l1!; abroad)

90


Particulars

Venture/ SubsidiaryCountry i Totatd;t;

I anrru"r Report 2o14-1s

iii. Ratings AssignedYour Company's debt instruments are rated by Credit Analysis and Research Limited (CARE), one of theleading Credit Rating Agencies in the country. The Credit Rating assigned to borrowings of the Company is as

follows -

Long-term BankFacilities

Non-ConvertibleDebentures

Long-termSubordinateddebt issue

CARE BBB- indicates Instrumentswith this rating are considered tohave moderate degree of safety

regarding timely servicing offinancial obligations. Such

instruments carry moderatecredit risk.

,-.t- - ,-'-l -

Mathew K CherianChairman and MDDIN:01285073

Company Secretary

FCS 3112

Place: Kottayam,

Date :22l06l2ots

LiN\\eryI_Annamma \-arghese C.

ll^\rI I Tl/^.r-:\* I \.^\L',laila MathewWhole Time DirectorDIN:01286176



Chartered AccountantsFirm Registration No.0500515

V. Varghese

PartnerM.No.020644

Denny 4

91

ryCARE

CARE

CARE

CARE BBB.

[CARE Triple B

CARE BBB-

[CARE Triple B

CARE BBB.

[CARE Triple B

Facilities Amount {(in Ratings Rating Definition

250

650

50

Annuaf Report 1AL4-L5

Form No. MGT-l1Proxy form

[Pursuont to section 105(6) of the companies Act, 2073 ond rule 19(3) of the Companies (Management andAd ministration) Rules, 20L41

: U65929KLt987pLCOO4t29: Kosamattam Finance Limited

: Kosamattam MKC Building,M.L Road, Market Junction, Kottayam

Signed this...... day of......... 20....

Signature of shareholder

Signature of Proxy holder(s)

Note: This form of proxy in order to be effective should be duly completed and depositedOffice of the Company, not less than 48 hours before the commencement of the meeting

ctNName of the Company

Registered office

l/we, being the member (s)of shares of the above named company, hereby appoint1. Name:

Address:E-mail ld:Signature:... ......., or failing him

2. Name:Address:E-mail ld:Signature:... ......., of failing him

3. Name:

Address:E-mailld:Signature:... ......., of failing him

asmy/ourproxytoattendandvote(onapoll)forme/usandon my/ourbehalf atthe2gthAnnualgeneralmeeting of the company, to be held on Monday,2gthday of June 2015 at l0 a.m. at Registered office of theCompany and at any adjournment thereof in respect of such resolutions as are indicated below:Resolution No.

3.

AffixRevenue

Stamp

Name of the member (s)

Registered addressE-mail ldFolio No/ Client td

DP ID

92

at the Registered

rA\./ \

"CHEERANS"

Mundupalam 1st Cross

Thrissur - 680 001, Kerala

CHEERAN VARGHESE & CO.CHARTERED ACCOUNTANTS

Tele: 0487 - 24237 2t, 24437 2tE-Mail : vandvassociates0T@ya hoo.co.in

: [email protected]

CERTIFICATE

This is to certify that as per statutory audit conducted by us, and based on the books of accounts and

information furnished to us, in our opinion and to the best of our knowledge, KOSAMATTAM FINANCE

LIMITED, M.t. ROAD , MARKET JUNCTION, KOTTAYAM - 586 001 continues to engaged in the business ofNon Banking Financial Institution(NBFI) requiring to hold the Certificate of Registration (CoR) under section

45lA of Reserye Bank of India Act, 1934 with reference to the position of the company as at the end of thefinancial year ended March 31, 2015. The Company has not accepted any Public Deposits during the year

under report. The NOF of the company as on March 31, 2015 is <L,94I,40t,453.74 which is more than theminimum required level of NOF. We also certify that77.64% of its total assets and 99,L5% of its gross

income is from NBFI business.

It is also certified that the NBFC continues to carry on the principal business of financing by way ofloans or advances of any activity other than its own and maintains the aggregate assets supportingeconomic activity and income arising there from of not less than 6O% of its total assets and totalincome respectively and hence the NBFC is eligible for retaining the classification as a Loan

Company.

For Cheeran Varghese and Co.,

Chartered AccountantsFirm Registration Nugrtrey: 0500615

Place: Thrissur,

Date : June 22, 2015

Membership Number: 020644

,t ,tliltAi \rs'tr

"CHEERANS"

Mundupalam 1st Cross

Thrissur - 680 001, Kerala

CHEERAN VARGHESE & CO.CHARTERED ACCOUNTANTS

Tele: 0487 - 2423727, 2443721E-Mail : vandvassociates0T@ya hoo.co.in

: [email protected]

This is to certify that as per the statutory audit conducted by us and based on the books of accounts andinformation, M/s Kosamattam Finance Limited having its Registered Office at , Kosamattam Mathew K.

Cherian Building, M.L.Road , Market Junction, Kottayam - 686 001, we certify that the company has

continued thebusinessof non-bankingfinanceinstitutionfortheyear20t4-t5andisrequiringtoholdtheCertificate of Registration (COR No B.15.00117 Dated 28/OIl2005l issued to the company under section 45lA of RBI Act,1934 for the year 2015-16

(A) Net owned fund of the Company as on 3t/03/2015 is t 194,L4,0t,453.74

Calculation Of Net owned Fund

Particulars Amount {{) Amount ({)

Paid up equity share Capital

Free Reserves & Surplus

Total (Al

Less: Intangible Assets

Intangible Asset Under Development

Deferred Tax Assets

Total (B)

owNED FUND (C)(A-B)

Less: Investment in Shares Of-Subsidiaries

-Companies in the Same group

-Other NBFC's

Book Value Of Debentures, bonds, outstandingloans and advances (including hire purchase and leasefinance) made to and deposit with - (to the extent suchamount exceeds ten per cent of Owned Fund above)

-Subsidiaries

-Companies in the Same group

The Net Owned Fund

0.00

0.00

0.00

0.00

0.00

1,23,00,00,000.00

77,35,14,069.74

2,003,5L4,069.74

1,05,03,256.00

0.00

5, L6,09,360.00

6,2L,12,616.O0

L,94L,40t,453.74

0.00

0.00

0.00

0.00

0.00

t,94L,407,453.74

(B) The company has transferre d 2Q% of net profit to statutory reserve Fund as per section 45-lC of RBI Act,1934.

(C) The Company is not accepting/holding any public deposit as on date.

(D) lt is further certified that asset / income pattern of the company for the year 2014-15 is as under:

i) Assets Pattern:

Note 1: Total Assets excludes Deferred TaxDevelopment.

(ii) Income Pattern:

Assets, lntangible Assets and Intangible Assets Under

For Cheeran Varghese & Co.

Chartered AccountantsFirm Registration Number: 0500615

Place: Thrissur,

Date : lune22,2OLSC.V. Varghese

Partner

Membership Number: 020644

Sl.No Details Amount {ln {)Percentage toTotal Assets

L Total Assets (Note 1) 19,209,335,339.66

2 Total Financial Assets ( 3 +4 + 5) 14,913,956,618.61 77.64%

3 Investment 0.00 o.oo%

4 Loans & Advances 14,913,95 6,618.61 77.64%

5 Asset Finance (EL & HP) 0.00 0.oo%

Sl.No Details Amount (ln ()Percentage tototal income

1 Total income 2,57 ,54,43,368.1.42 Income from Financial Assets i.e. (3 + 4 + 5) 2,55,36,51,410.61 99.L5%3 Income from investment 0.00 o.oo%4 Income from Loans & Advances 2,55,36,51,41.O.61 99,1,5%5 Total income from Asset Finance ( EL & HP) 0.00 0.00%

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