declaration bv independent directors

Declaration bv Independent Directors

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under the Companies Act, 2013.

Extract of the Annual Return

Pursuant to the provisions of Section 134(3)(a) and Section 92(3) read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of the Annual Return in Form MGT- 9 is annexed to this Report as Annexure 1.

Policy on director's appointment and remuneration

Company's policy on director's appointment and remuneration including criteria for determining qualification, positive attributes, independence of director and other matters provided under sub section (3) of Section 178 is enclosed as Annexur~.L

Statutory Auditors & Audit Report

The Company has appointed M/s. Manubhai & Shah LLP, Chartered Accountants as Statutory Auditors of your Company at the 8th Annual General Meeting to hold office for a period of 5 years until the conclusion of the 13th Annual General Meeting. As per the provisions of Section 139 of the Companies Act, 2013, the appointment of Auditors is required to be ratified by Members at every Annual General Meeting.

The Board of Directors recommends the ratification of appointment of M/s. Manubhai & Shah LLP, Chartered Accountants as Statutory Auditors of the Company for the financial year 2017-18. Accordingly, the necessary resolution is placed for ratification by the Shareholders at the ensuing Annual General Meeting.

The Report given by the Auditors on the financial statements of the Company is part of the Annual Report. There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report. During the year under review, the Auditor had not reported any fraud under Section 143(12) of the Act, therefore no detail is required to be disclosed under Section 134(3)(ca) of the Act.

Secretarial Audit Report

M/s. Bhandari & Associates, Practicing Company Secretaries were appointed to conduct Secretarial Audit for the year under review. The Secretarial Audit Report for the financial year ended 31st March, 2017 is enclosed herewith in Annexure 3 to this report.

Particulars of loans, guarantees or investments made by the Company

Details of loans, guarantees and investments, as may be applicable, are provided in the Notes to accounts of the financial statements of the Company.

Particulars of contracts or arrangements with related parties

All contracts, arrangements, transaction entered by the Company during the year under review with related parties were in the ordinary course of business and on an arm's length basis. Accordingly, the disclosure in Form AOC-2 pursuant to clause (h) of sub-section (3) of Section 134 of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014) is not applicable. Suitable disclosures as required under AS-18 have been made in Notes to the financial statements.

Material changes and Commitments

No material changes and commitments have occurred after the close of the year till the date of this Report, which affect the financial position of the Company except as disclosed elsewhere in this Report.

Particulars of employees during the year

The Company being an unlisted public company is not required to give disclosure under Section 197(12) of the Companies Act 2013 read with Rules 5(1) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014.

In terms of the provisions of Section 197(12) of the Act, read with Rules 5(2) and 5(3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014, during the year under review, no employees are drawing remuneration in excess of the limits set out in the said rules.

Conservation of Energy & Technology Absorption

Considering the nature of the business of your Company, there are no particulars to be disclosed relating to the year under review in respect of Conservation of Energy, Research and Development & Technology Absorption pursuant to Section 134 (3)(m) of the Companies Act, 2013.

Foreign exchange earnings and outgo

(a) Total foreign exchange earned in terms of actual inflows during the year: NIL (b) Total foreign exchange outgo during the year in terms of actual outflows: NIL

Development and implementation of Risk Management Policy

Your Company, being a Non-banking finance company, has to manage various risks. These risks include credit risk, liquidity risk, interest rate risk, operational risk etc. Considering the nature of business transactions of the Company, during the year under review, your directors have taken adequate steps to identify, assess, monitor and mitigate various risks which may affect the business objectives. The risk management process has been implemented to enhance control mechanism for risk evaluation and mitigation in line with the business operations.

Disclosures relating to Board Committees

The Board currently has 5 Committees: the Audit Committee, Nomination & Remuneration Committee, Corporate Social Responsibility Committee, Debenture Allotment Committee and Committee of Directors.

The composition of the Board Committees during the year under review is as under:

Name of the Committee Composition of the Committee Audit Committee • Mr. Prakash Shah - Chairman

• Mr. Jeet Chugani

• Mrs. Kanchan Chitale Nomination & Remuneration Committee • Mr. Jeet Chugani - Chairman

• Mr. Prakash Shah

• Mrs. Kanchan ChLtale Corporate Social Responsibility Committee • Mr. Jeet Chugani - Chairman

• Mrs. Kanchan Chitale

• Mr. Prakash Shah Debenture Allotment Committee • Mr. Jeet Chugani - Chairman

• Mrs. Kanchan Chitale Committee of Directors • Mr. Ashok P. Hinduja - Chairman

• Mr. Shorn Hinduja

• Mr. Jeet Chugani

During the year under review, there was no meeting of the Debenture Allotment Committee. The details of the Board Meetings & Meetings of its other Committees held by the Company during the year & the attendance of the Directors are as under-

Audit Nomination &

CSR Committee Meetings

Board Committee

Remuneration Committee of Directors

Meetings Committee Meetings

Meetinas Meetings Meetings

Meetings held 4 2 2 1 5

23.06.2016 04.04.2016

14.09.2016 23.06.2016 23.06.2016 17.06.2016

Date of Meetings 12.12.2016 23.03.2017 14.09.2016

23.03.2017 21.09.2016

23.03.2017 23.02.2017 14.03.2017

Directors' Attendance Mr. A. P. Hinduja 4 NA NA NA 5 Mr. Shorn. Hinduja 2 NA NA NA 2

·--

Mr. Jeet Chugani 4 2 2 1 5 Mr. Prakash Shah 4 2 2 1 NA

Mrs. Kanchan Chitale 4 2 2 1 NA --------

NA - Not a member of the Committee.

Development and implementation of CSR Policy

The Corporate Social Responsibility Committee (CSR Committee) has formulated and recommended to the Board, a CSR Policy indicating the activities to be undertaken by the Company, which has been approved by the Board.

The CSR Policy may be accessed on the Company's website www.hindujafinance.com.

During the year under review, the Company has spent Rs. 11,00,000/- (around 2.10 % of the average net profits of the last three financial years) on CSR activities.

The Report on CSR activities is enclosed herewith in Annexure 4.

Vigil Mechanism

Pursuant to Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 the Board of Directors of the Company had approved the Policy on Vigil Mechanism to deal with instance of fraud and mismanagement, if any and the same has been hosted on the website of the Company. This Policy inter-alia provides a direct access to the Chairman of the Audit Committee. Your Company hereby affirms that no Directors/ employees have been denied access to the Chairman of the Audit Committee and that no complaints were received during the year under review.

Internal Control Systems and their adequacy

Given the nature of business and size of operations, your Company's Internal Control System has been designed to provide for accurate recording of transactions with internal checks and prompt reporting, adherence to applicable Accounting Standards and Policies, compliance with applicable statutes, policies and management policies and procedures and effective use of resources and safeguarding of assets.

The Internal Control System provides for well documented policies/guidelines, authorisations and approval procedures. Your Company, through its own Internal Auditors, carried out its audit and brought out any deviation to Internal Control procedures. The observations arising out of the audit are reviewed and compliance ensured. The summary of the Internal Audit observations and status of implementation are submitted to the Audit Committee. The status of implementation of the recommendations is reviewed by the Audit Committee and concerns, if any, are reported to the Board.

General Disclosures

During the year under review:

1) The Company has not given or accepted deposits covered under Chapter V of the Act.

2) The Company has not issued equity shares with differential rights as to dividend, voting or otherwise.

3) The Company has not made any Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

4) The Company has no Managing Director I Whole-time Directors who have received any remuneration or commission from any of its subsidiaries.

Your Directors further state that no significant or material orders were passed by the Regulators or Courts or Tripunals which impact the going concern status and Company's operations in future.

Your Directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Disclosure as prescribed under Section II of Schedule V of the Companies Act, 2013: (Corporate Governance)

All elements of remuneration package such as salary, benefits, bonuses, stock options, pension, Not Applicable etc. of all the directors Details of fixed component and performance Salary including perquisite and allowances of Rs. linked incentives along with the performance 82,50,000/- (Rupees Eight Two Lakhs Fifty criteria (Applicable in case of Mr. Sudeep Thousand only) per annum on a cost to company Goswami as Manager under the Companies Act basis. 2013)

Variable pay up to Rs. 11 ,00,000/- per annum on meeting the agreed targets.

Service contracts Not Applicable* notice period 3 months severance fees NIL Stock options details, if any, and whether the same has been issued at a discount as well as Not Applicable the period over which accrued and over which exercisable

*Mr. Sudeep Goswami was employed as Vice President with effect from 1st October, 2014 and appointed as Manager (KMP u/s. 203) with effect from 11th March, 2015 for a period of 3 years.

Formal evaluation by the Board

The Company is not required to carry out formal annual evaluation of the Board of its own performance and that of its committees and individual directors, as Rule 8(4) of the Companies (Accounts) Rules, 2014 is not applicable. However, Independent Directors at their meeting without the participation of the Non-independent Directors and Management, considered/evaluated the Boards' performance, Performance of the Chairman and other Non-independent Directors.

Acknowledgements

Your Directors take this opportunity to thank the Shareholders, Bankers and all Employees of the Company for their support and co-operation received during the year under review.

Place: Mumbai Date: 30th June, 2017

On behalf of the Boar~f irectors,

~, ~ w-· (A. P. Hi~d-uYa'~ (Jeet Chugani)

Chai rm~ Director DIN 00123180 DIN 00166921

r

ANNEXURE-1

FORM NO. MGT-9

EXTRACT OF ANNUAL RETURN

as on the Financial Year ended on 31.03.2017

[(Pursuant to Section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014]

REGISTRATION AND OTHER DETAILS

i) CIN U65993MH2006PLC 166340

ii) Registration Date 20.12.2006

iii) Name of the Company Hinduja Finance Ltd.

iv) Category I sub-categoryof the Company Company limited by shares/ Indian- non Government Company I Non-Banking Financial Company

v) Address of the registered office and contact details Hinduja House, 171, Dr. A.B. Road, Worli, Mumbai-400018

vi) Whether listed company; Yes I No NO

Karvy Computershare Pvt. Ltd.

Name, Address & Contact details of Registrar and Add: Plot No. 17-24, Vittal Rao Nagar, Vil)

Transfer Agent, if any Madhapur, Hyderabad 500 081 Tel: (91 40) 4465 5000 Fax: (91 40) 2343 1551

PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

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

%tototal ~r. Name & description of main products I services NIC Code of the product I service turnover of the

Company

Other financial service activities, except insurance and 1 pension funding 64990 100%

activities, n.e.c.

Ill PARTICULARS OF HOLDING SUBSIDIARY AND ASSOCIATE COMPANIES COMPANIES·- NIL Holding I

% of shares Applicable Sr. Name & Address of Company CINI GLN Subsidiary I Associate

held Section

1v SHAREHOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity) lil Cateqorv-wise Share Holding

Sr. Category of Shareholders No. of Shares held at the beginning of the year No. of shares held at the end of the year

De mat Physical Total % of total shares De mat Physical Total % of total shares

Al PROMOTERS

111 Indian

•) Individual I HUF

0 ) Central Govt.

cl State Govt (s).

dl Bodies Corp. 3800000 3800000 38% 3800000 3800000 38%

el Banks I Fis

fl Any Other 1900000 1900000 19% 1900000 1900000 19%

Sub-total (A) 1 0 5700000 5700000 57% 0 5700000 5700000 57%

1!2l Foreign NIL NIL NIL NIL NIL NIL NIL NIL

al NRls - Individuals

hl Other - Individuals

i) Bodies Corp.

il Banks I Fis

k) Any Other

Sub-total (A) 2 NIL• NIL NIL NIL NIL NIL NIL NIL

Total Shareholding of Promoter 0 5700000 5700000

(A)=(A)(1)+(A)(2) 57% 0 5700000 5700000 57%

% change durng the year

NIL

NIL

NIL

NIL

NIL

NIL

BJ PUBLIC SHAREHOLDING NIL NIL NIL NIL NIL NIL NIL NIL NIL

(1) Institutions

a) Mutual Funds

b) Banks I Fis

c) Central Govt.

d) State Govt.(s)

e) Venture Capital Funds

f) Insurance Companies --

g) Flis

h) ForeignVenture Capital Funds

i) Others (Specify)

Sub-total (B) (1) 0 0 0 NIL 0 0 0 NIL NIL

(2) Non-Institutions

a) Bodies Corp.

(i) Indian 0 1900000 1900000 19% 0 1900000 1900000 19% NIL

(ii) Overseas

b) Individuals

(i) Individual shareholders holding 0 10 10 0% 0 10 10 0% NIL

nominal share capital up to Rs. 1 lakh

(ii) Individual shareholders holding ~

nominal share capital in excess of Rs. 0 2399990 2399990 24% 0 2399990 2399990 24% NIL 1 lakh

c) Others (Specify)

Sub-total (B) (2) 0 4300000 4300000 43% 0 4300000 4300000 43% NIL

Total Public Shareholding 0 4300000 4300000 43% 0 4300000 4300000 43% NIL

IBl=IBlr1l+IBll2l

C) SHARES HELD BY CUSTODIANS

0 0 0 NIL 0 0 0 NIL NIL FOR GDRs & ADRs

Grand Total (A+B+C) 0 10000000 10000000 100% 0 10000000 10000000 100%

fii1 Shareholding of Promoters

% change in Sr. Shareholder's Name Shareholding ath the beginning of the year Shareholding at the end of the year shareholding

durina the year

% of shares % of total % of shares

% of total shares of pledged I

shares of pledged I No. of shares encumbered No. of shares

the Company to total

the encumbered to

shares Company total shares

Aasia Imports & Exports Pv1. Ltd. 1 (Formerly Aasia Entertainment Pvt. 3800000 38% 0 3800000 38% 0 NIL

Ltd.)

2 Aasia Enterprises LLP (Formerly Aasia Enterprises Pv1. Ltd.)

1900000 19% 0 1900000 19% 0 NIL

TOTAL 5700000 57% 0 5700000 57% 0 NIL

{jjjJ Change in Promoters' Shareholding (Please specify. if there is no change)

Sr. Name of the Promoter :mareholdmg al the oegmmng (.;Umu1ative shareno1a1ng

of the vear durin< the vear

% of total shares No. of % of total

1 Aasia Imports &Exports Pvt. Ltd. No. of shares shares of the of the Company shares

Company

•

At the beginning of the year 3800000 38% 3800000 38%

Date wise Increase/Decrease in Promoters share holding during the year NO NO specifying the reasons for increase I decrease (e.g. allotment I transfer I NO CHANGE NO CHANGE

bonus I sweat equity etc.) CHANGE CHANGE

At the end of the year 3800000 38% 3800000 38%

Sr. Name of the Promoter Shareholding at the beginning Cumulative shareholding

of the vear durinc the vear

% of total shares No. of % of total

2 Aasia Enterprises LLP ( Formerly Aasia Enterprises Pvt. Ltd.) No. of shares shares of the of the Company shares

Company


Date wise Increase/Decrease in Promoters share holding during the year NO NO specifying the reasons for increase I decrease (e.g. allotment I transfer I

CHANGE NO CHANGE

CHANGE NO CHANGE

bonus I sweat equity etc.)


[iJ!l Shareholding pattern of top ten shareholders (Other than Directors. Promoters & Holders of GDRs & ADRs:

Sr. For each of the Top 10 shareholders Shareholding at the beginning of Cumulative shareholding during

the year the year

1 Hinduja Group Ltd. No. of shares I % total shares of no. of shares

% of total shares

I the Company of the Company


- Date wise Increase/Decrease in share holding during the year specifying the

NO reasons for increase I decrease (e.g. NO CHANGE NO CHANGE

CHANGE NO CHANGE

allotment I transfer I bonus I sweat eauitv etc. l

At the end of the year (or on the date of 1900000 19% 1900000 19%

separated during the year)


the year the year

2 Mrs. Harsha Hinduja No. of shares % total shares of

no. of shares % of total shares

the Company of the Company


Date wise Increase/Decrease in share holding during the year specifying the


CHANGE NO CHANGE

allotment I transfer I bonus I sweat equity etc.)


seoarated durina the vearl


the year the year

3 Mr. A. K. Das No. of shares % total shares of



At the beginning of the year 5 0% 5 0% Date wise Increase/Decrease in share

"' holding during the year specifying the reasons for increase I decrease (e.g. NO CHANGE NO CHANGE

NO NO CHANGE

allotment I transfer I bonus I sweat CHANGE

equity etc.) At the end of the year (or on the date of seoarated duri na the vearl 5 0% 5 0%


the year the year

4 Mr. K. C. Samdani No. of shares % of total shares of

No. of shares % of total shares



Date wise Increase/Decrease in Promoters share holding during the

NO year specifying the reasons for NO CHANGE NO CHANGE

CHANGE NO CHANGE

increase I decrease (e.g. allolment I transfer I bonus I sweat equity etc.)


(v) Shareholding of Directors and Kev Managerial Perosnnel:

Sr. Name of the Director or KMP Shareholding at the beginning of Cumulative shareholding during

the year the year

1 Mr. Ashok P. Hinduja No. of shares % total shares of




Date wise Increase/Decrease in share holding during the year specifying the


CHANGE NO CHANGE

allotment I transfer I bonus I sweat equity etc.)


separated during the year)

V INDEBTEDNESS

Indebtedness of the Company including interest outstanding I accrued but not due for payment:-

Secured Loans Total

Sr. Particulars excluding Unsecured Loans Deposits Indebtedness

deposit

Indebtedness at the beginning of the financial year

i) Pr"1ncipal Amount 30,00,00,000 200,00,00,000 - 230,00,00,000

ii) Interest due but not paid -

iii) Interest accrued but not due 63,27,617 61,446,215 6,77,73,832

TOTAL (i)+(ii)+(iii) 30,63,27,617 206, 14,46,215 - 236, 77' 73,832

Change in indebtedness during the financial year

•Addition 50,00,00,000 16,74,56,032 - 66,74,56,032

•Reduction - 16,74,56,032 16,74,56,032

Net Change 50,00,00,000 50,00,00,000

Indebtedness at the end of the financial year

i) Principal Amount 80,00,00,000 200,00,00,000 280,00,00,000

ii) Interest due but not paid - -iii) Interest accrued but not due 69,04,110 12, 14,46,215 12,83,50,325

TOTAL (i)+(ii)+(iii) 80,69,04,110 212,14,46,215 292,83,50,325

/

VI-. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL A: Remuneration to Managing Director, Whole-time Director and I or Manager:

Sr. Particulars of Remuneration Name of MD I WTD I Manager

Sudeep Goswami

MANAGER

1 Gross Salary 8,223,596

Salary as per provisions contained in (a) section 17 (1) of the Income tax Act. 8183149

1961

(b) Value of perquisites u/s 17(2) of

40447 Income tax Act, 1961

(c) Profits in lieu of salary under section 17

NIL (3) of Income tax Act, 1961

2 Stock Option NIL -

3 Sweat Equity NIL

4 Commission NIL

; : As % of Profit. NIL

1 ~ Others, Sepcify NIL

5 Others (Variable Pay) 1000000

TOTAL (A) 9,223,596

Total Amount

8,223,596

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

1000000

9,223,596

Ceiling as per the Act Ceiling as per Part II, Section II of Schedule V of Companies Act, 2013.

B. Remuneration to Other Directors:

Sr. Particulars of Remuneration Name of Directors Total Amount

PRAKASH KAN CHAN I Independent Directors

SHAH CHIT ALE

• Fees for attending Board Meetings 200000 200000 400000

• Commission 0 0 0

• Others, please specify - (Committee 150000 150000 300000

Meetings)

TOTAL (1) 350000 350000 700000

2 Other Non-Executive Directors A.P.

SHOM HINDUJA JEET

HINDUJA CHU GANI

• Fees for attending Board Meetings 0 0 0 0

• Commission 0 0 0 0

• Others, olease soecify 0 0 0 0 TOTAL (2) 0 0 0 0

Total (Bl= (1 +2) 350000 350000 0 700000

Total Managerial Remuneration

Overall Ceiling as per the Act Ceiling as per Section 197 (5) read with Rule 4 of Companies (Appointment & Remuneration) Rules, 2014

C. Remuneration to Key Managerial Personnel other than MD I Manager I WTD:

Sr. Particulars of Remuneration Key managerial Personnel Total Amount

cs CFO

Lineesh N. James Chandraseakaran

1 Gross Salarv 833130 3131317 3964447 Salary as per provisions contained in

(a) section 17 (1) of the Income tax Act, 1961 833130 3131317

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

(c) Profits in lieu of salary under section 17

113) of Income tax Act, 1961 NIL NIL

2 Stock Option NIL NIL

3 Sweat Equity NIL NIL 4 Commission NIL NIL

. As % of Profit. NIL NIL

I! Others, Sepcify NIL NIL

5 Others, please specify NIL NIL

TOTAL 833130 3131317 3964447

VII. PENALTIES I PUNISHMENTS I COMPOUNDING OF OFFENCES:- NIL

Details of

Section of the Penalty/Puni

Sr. Type Companies Brief Description shment/Com

Act pounding

fees imposed

A. COMPANY

Penalty

Punishment

Compounding '

B. DIRECTORS

Penalty

Punishment

Compounding

c. OTHER OFFICERS IN DEFAULT

Penalty

Punishment

Compounding

Place: Mumbai Date: 30th June, 2017

Authority (RD/NCL T/Court)

Appeal made, if any

(give details)

DI Director

DIN 00166921

ANNEXURE 2

HINDUJA FINANCE LIMITED (CIN: U65993MH2006PLC166340)

Regd. Office: Hinduja House, 171, Dr. Annie Besant Road, Worli, Mumbai 400018

REMUNERATION POLICY 1. Objective

The objective of Hinduja Finance Ltd. (HFL) Remuneration Policy is to attract, motivate and retain qualified and expert individuals that the Company needs in order to achieve its strategic and operational objectives, whilst acknowledging the societal context around remuneration and recognizing the interests of HFL stakeholders.

2. The Nomination & Remuneration Committee

The Nomination & Remuner~ti"on Committee ("Committee") is responsible for formulating and making the

necessary amendments to the Remuneration Policy for the Directors, Key Managerial Personnel (KMP) and

Senior Executives of HFL from time to time.

3. Remuneration for Non-Executive Directors

Non-Executive Directors ("NED") may be remunerated by way of Sitting Fee for each meeting of the Board/

Committees of the Board attended by them and an annual commission on the profits of the Company.

Commission to respective NED, if any, will be determined on the basis of an objective criteria discussed and

agreed upon by the Committee Members unanimously. NED's may be reimbursed of any out of pocket

expenses incurred by them for the purpose of the Company.

4. Remuneration for Executive Directors, Key Managerial Personnel (KMP} and Senior Executives

The following elements are taken into consideration for determining the Remuneration of Executive Directors, KMP and Senior Executives:

• The remuneration policy reflects a balance between the interests of HFL's main stakeholders as well as a

balance between the Company's short-term and long-term strategy. As a result, the structure of the

remuneration package for the Directors, KMP and Senior Executives is designed to balance short-term

operational performance with the medium and long-term objective of creating sustainable value within

the Company, while taking into account the interests of its stakeholders. HFL strives for a high

performance in the field of sustainability and aims to maintain a good balance between economic gain,

respect for people and concern for the environment.

• To ensure that highly skilled and qualified KMP/Senior Executives can be attracted and retained, HFL

aims for a total remuneration level that is comparable to levels provided by other companies that are

similar to HFL in terms of size and complexity.

• In designing and setting the levels of remuneration for the Directors, KMP and Senior Executives, the Committee also takes into account the relevant statutory provisions and provisions of the corporate governance regulations, market trends and the interests of stakeholders.

TOTAL COMPENSATION (TC)

The total compensation of the Managing Director and Senior Executives may consist of the

following components:

1. Base salary 2. Variable income -

·Annual Performance Pay (APP) - Performance-related Long-Term Incentive Plan (LTIP)

BASE SALARY

On joining the Company, the Managing Director, KMP and Senior Executives receive a base salary.

Every year, base salary levels are reviewed by the Committee.

VARIABLE INCOME

The variable income part of remuneration consists of APP and LTIP. The distribution between APP

and LTIP for (on target) performance aims to achieve a proper balance between short-term result

and long-term value creation. The parameters relating to the various elements of the variable

income part of the remuneration are established and where necessary adjusted by and at the

discretion of the Committee, taking into account the general rules and principles of the remuneration policy itself.

The targets are determined each year by the Committee in consultation with the respective

Director/KMP / Executive, based on historical performance, the operational and strategic outlook of the Company in the short term and expectations of the Company's management and

stakeholders, among other things. The targets contribute to the realization of the objective of

long-term value creation.

It is one of the long term objectives to reach the proportion of variable compensation upto 50% of the total

compensation.

5. Remuneration for other Employees.

Remuneration of middle and lower level employees of the Company may consist of fixed and

variable pay which is reviewed on an annual basis. Increase in the remuneration of employees is

effected based on an annual review taking into account performance of t~e employee and the

performance of the Company also.

6. Employee Stock Options

It is a long term objective of the Company to introduce employee stock options to inculcate a

sense of ownership among the employees of the Company.

7. Alignment of Remunerations

The Committee strives to achieve that the remunerations of the Directors, Senior Executives, Middle and lower level employees of HFL are aligned to each other.

8. Term of Appointment

Term of Managing Director and other Executive Directors is generally for a period of 3 years and renewed

for similar periods from time to time. Whereas, term of the other employees, generally is upto the age of

superannuation. However, Company also employs contractual employees as 'consultants' for shorter

periods on need basis.

9. Post-Retirement Benefits

All the executive ,directors and employees are entitled for retirement benefits such as provident fund,

superannuation fund and gratuity.

10. Severance Arrangements

Contracts of employment with executive directors and regular employees, provide for compensation of

upto 3 months' pay or advance notice of similar period.

11. Loans

, There is no system of granting of loans to Directors, KMP and employees of the Company.

To

BHANDARI & AssocIATES Company <;o,..rotrir1oc

901, Kamla Executive Park, Off Andheri Kur!a Road, J. B. Nagar, Andhcri East. Mumbai- 400 059

Tel: +9 l 22 4221 5300 Fax: +91 22 422 l 5303 Email: [email protected]

SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED 31st MARCH, 2017 -.

[Pursuant lo Section 204(1) of the Companies Act, 2013 and Rule No. 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

The Members, HINDUJA FINANCE LIMITED CIN: U65993MH2006PLC166340

We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by HINDUJA FINANCE LIMITED having (CIN: U65993MH2006PLC166340) (hereinafter called "the Company"). Secretarial Audit was conducted in a mam1er that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon.

Based on our verification of the Company's books, papers, minute books, forms and returns filed and.other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, we hereby report that in our opinion, the Company has, during the audit period covering the financial year ended on 31st March, 2017 complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

We have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on 31st March, 2017 according to the provisions of:

i. The Companies Act, 2013 (the Act) and the rules made thereunder; ii. The Securities Contracts (Regulation) Act, 1956 ('SCRA') and the Rules made

thereunder;

iii. The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;

iv. Foreign Exchange Management Act, 1999 and the rules and regulations made

thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings#;

B&A

Secretarial Audit Report B&A

v. The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 ('SEBI Act'):-

a. The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011#; .

b. The Securities and Exchange Board of India (Prohibition of Insider Trading) Regu~ations, 2015;

c. The Securities and Exchange Board of India (Issue of Capital ~nd Disclosure Requirements) Regulations, 2009#;

d. The Securities and Exchange Board of India (Share Based Ernployee Benefits) Regulations, 2014#;

e. The Securities and Exchange Board of India (Issue and Listing of Debt Securities)

Regulations, 2008 ;

f. The Securities and Exchange Board of India (Registrars to an Issue 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#;

ff The Regulations or Guidelines, as the case may be was not applicable for the period under review.

The list of Acts, Laws and Regulations specifically applicable to the Company are given below: vi. Non-Systemically ImporL:'lnt Non Banking Financial (Non-Deposit Accepting or

Holding) Companies Prudential Norms (Reserve Bank) Directions, 2015.

vii. The Prevention of Money Laundering Act, 2002.

We have also examined compliance with the applicable clauses of the following:

i. Secretarial Standards issued by The Institute of Company Secretaries of India. ii. The Listing Agreements entered into by the Company with Stock Exchange(s)

Listing Agreement for Debt Securities entered with BSE Limited. iii. The Securities and Exchange Board of India (Listing Obligations and Disclosure

Requirement5) Regulations, 2015.

#Not applicable for the period under review.

During the period under review, the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above, to the ex'tent applicable. We further report that- ·

Secretarial Audit Report B&A

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

Adequate notice is given to all Directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting. ~.

During the period under review, decisions were carried through unanimously and no dissenting views were observed, while reviewing the minutes.

We further report that there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

We further report that the Company had applied for delisting of its Unsecured Redeemable Non-convertible Subordinated Debentures ("NCDs") on March 30, 2016 to BSE Ltd after obtaining the consent of Debenture holders and Debenture Trustee. The BSE Ltd vide its Notice No 20160510-9, dated 10th May, 2016 has delisted the NCDs with effect from ·.nth

May, 2016.

This report is to be read with our letter of even date which is aimexed as Annexure 'A' and forms an integral part of this report.

ca

Secretarial Audit Report

To1

The Members1

HINDUJA FINANCE LIMITED [CIN: U65993MH2006PLC166340]

B&A

'Annexure A'

Our Secretarial Audit Report for the Financial Year ended on March 31, 2017 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. Our responsibility is to express an opinion on these secretarial records based on our audit.

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

3. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the company.

4. Where ever required1 we have obtained the Management representation about the compliance of laws1 rules and regulations and happening of events etc.

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

6. The Secretarial Audit report is neither an assurance as to the future viability of the company nor of the efficacy or effectiveness with which the management has conducted the affairs of the company.

41Pav<' ·~

Responsibility Statement by the Corporate Social Responsibility Committee: The implementation and monitoring of CSR Policy, is in compliance with CSR objectives and policy of the Company.

Place: Mumbai Date:30thJune,2017

On behalf of the Board of Directors,

Director DIN 00123180

Manubhai & Shah LLP Chartered Accountants

INDEPENDENT AUDITOR'S REPORT To The Members of HINDUJA FINANCE LIMITED

Report on the Financial Statements

We have audited the accompanying financial statements of HINDUJA FINANCE LIMITED (the Company), which comprise the Balance Sheet as at March 31, 2017, the Statement of Profit and Loss and the Cash Flow Statement for the year then ended, and a summary of the significant accounting policies and other explanatory information.

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 Companies Act, 2013 (the Act) with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards prescribed under section 133 of the Act, read with Rule 7 of the Companies ( Accounts) rules,2014.

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

Auditor's 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 matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder.

We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with the ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company's preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company's Directors, as well as evaluating the overall presentation of the financial statements.

Ahmedabad • Mumbai • Rajkot • Jamnagar • Baroda Manubha1 & Shah (Registration No. GUJ/AHD/33849) a Partnership Firm was converted into Manubhai & Shah LLP

(LLP identification No.AAG-0878) a Limited Liability Partnership with effect from 1st April, 2016

-

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Act in the manner so require9 and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2017 and the profit and the cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order, 2016 (the Order) issued by the Central Government in terms of Section 143 (11) of the Act, we give in 'Annexure A' a statement on the matters specified in paragraphs 3 and 4 of the Order.

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

(a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.

(b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books.

(c) The Balance Sheet, the Statement of Profit and Loss and the Cash Flow Statement dealt with by this Report are in agreement with the books of account.

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

(e) On the basis of written representations received from the directors as on March 31, 2017 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2017 from being appointed as a director in terms of Section 164 (2) of the Act.

(f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in 'Annexure B'.

(g) With respect to the other matters to be included in the Auditor's Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, to the best of our knowledge and according to the information and explanations given to us:

i. The Company has disclosed the impact of pending litigation on its financial position in its financial statement. Refer Note Y (vi) of the financial statements.

-

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

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

iv. The Company has provided requisite disclosures in its financial statements as to the holdings as well as dealings in specified bank notes during the period from 8th November, 2016 to 30th December 2016. Based on audit procedures performed and the representations provided to us by the management, we report that the disclosures are in the accordance with the books of accounts maintained by the company - Refer Note Y (x) to the financial statements.

Mumbai, 3 1J Jt'!! 2Q17

,r

ANNEXURE "A" TO THE INDEPENDENT AUDITORS' REPORT

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

( i)

(ii)

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

(b) The fixed assets were physically verified during the year by the Management. According to the information and explanation given to us, no material discrepancies were noticed on such verification.

(c) The Company does not have any immovable properties of freehold or leasehold land and building and hence reporting under clause (i)(c) of the Order is not applicable.

The procedure of physical verification of shares held as stock -in-trade followed by the management are reasonable. According to the information and explanation given to us, no material discrepancies were noticed on such verification.

(iii) According to the information and explanations given to us, the Company has granted unsecured loans to companies and other party covered in the register maintained under section 189 of the Companies Act, 2013.

a) In our opinion, the rate of interest and other terms and conditions on which the loans have been granted to the companies and other party listed in the register maintained under section 189 of the Companies Act, 2013 is not, prima facie, prejudicial to interest of the Company.

b) In the case of the loans granted to the companies and other party listed in the register maintained under section 189 of the Act, the borrowers have been regular in the payment of the principal and interest as stipulated.

c) There are no overdue amounts in respect of the loans granted to companies and other party listed in the register maintained under section 189 of the Act.

(iv) In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of Sections 185 and 186 of the Companies Act, 2013 in respect of grant of loans, making investments and providing guarantees and securities, as applicable.

(v) According to the information and explanations given to us, the Company has not accepted deposits and hence reporting under clause (v) of paragraph 3 of the Order is not applicable.

(vi) According to the information and explanations given to us, the Central Government has not prescribed maintenance of cost records under sub-section (1) of Section 148 of the Companies Act, 2013.

-

(vii) According to the information and explanations given to us in respect of statutory dues:

(a) The Company has generally been regular in depositing undisputed statutory dues, including provident fund, employees' state insurance, income-tax, sales-tax, service tax, duty of customs, duty of excise, value added tax, cess and other statutory dues applicable to it with the appropriate authorities.

·There were no undisputed amounts payable in respect of provident fund, employees' state insurance, income-tax, sales-tax, service tax, duty of customs, duty of excise, value added tax, cess and other statutory dues in arrears as at March 31, 2017 for a period of more than six months from the date they became payable.

b) According to the information and explanations given to us, dues that have not been paid on account of dispute is as follows-

Name of the Nature of Amount Period to which Forum where the dispute is pending Statue Dues in Lakhs the amount

relates

Income Tax Act, Income Tax 38.55 Assessment Assistant Commissioner of Income 1961 Year Tax

2014-15

(viii) The Company has not defaulted in repayment of loans or borrowings from financial institutions and dues to debenture holders.

(ix) In our opinion and according to the information and explanations given to us, money raised by way of term loans have been applied by the Company during the year for the purposes for which they are raised. The Company has not raised moneys by way of initial public offer or further public offer (including debt instruments).

(x) To the best of our knowledge and according to the information and explanations given to us, no fraud by the Company and no fraud on the Company by its officers or employees has been noticed or reported during the year.

(xi) According to the information and explanations give to us and based on our examination of the records of the Company, the Company has paid managerial remuneration in accordance with the provisions of section 197 read with Schedule V to the Companies Act, 2013.

(xii) The Company is not a Nidhi Company and hence reporting under clause (xii) of the Order is not applicable.

•

(xiii) According to the information and explanations given to us the Company is in compliance with Section 177 and 188 of the Companies Act, 2013, where applicable, for all transactions with the related parties and the details of related party transactions have been disclosed in the financial statements as required by the applicable accounting standards.

(xiv) During the year the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures and hence reporting under clause (xiv) of the Order is not applicable to the Company.

(xv) In our opinion and according to the information and explanations given to us, during the year the Company has not entered into any non-cash transactions with its directors or persons connected with them and hence provisions of section 192 of the Companies Act, 2013 are not applicable

(xvi) In our opinion and according to the information and explanations given to us, the Company is required to be registered under section 45-IA of the Reserve Bank of India Act, 1934 and the Company has obtained such registration.

FOR MANUBHAI & SHAH LLP CHARTERED ACCOUNT ANTS Firm's Registration No.: 106041W/W100136

J_;-.----~~

~-LAXMINARAYAN P. YEKKALI PARTNER Membership No.: 114753

Mumbai, 3 11 IJI!! W17

ANNEXURE "B"TO THE INDEPENDENT AUDITOR'S REPORT

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 ("the Act"}.

We have audited the internal financial controls over financial reporting of Hinduja Finance Limited ("the company") as of March 31, 2017 in conjunction with our audit of the financial statements of the Company for the year ended on that date.

Management's Responsibility for Internal Financial Controls:

The Company's management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

Auditors' Responsibility:

Our responsibility is to express an opinion on the Company's internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the "Guidance Note") and the Standards on Auditing, issued by ICAI and deemed to be prescribed under Section 143 (10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

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

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

Meaning of Internal Financial Controls Over Financial Reporting:

A Company's internal financial control over financial reporting is a process designed to provide reasonable assuranc:;e regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflected the transactions and depositions of the assets of the company; (2) provide reasonable assurance that transactions

-

r

are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting:

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion:

In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2017, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

FOR MANUBHAI & SHAH LLP CHARTERED ACCOUNTANTS Firm's Registration No.: 106041W/W100136

~¥~· LAXMINARAYAN P. YEKKALI PARTNER Membership No.: 114753

Mumbai, 3 ~ JL't: 2e11

Hinduja Finance Limited CIN: U65993MH2006PLC166340

Balance Sheet as at 31st March, 2017

Particulars

I. EQUITY AND LIABILITIES (1) Shareholders' funds:

(a) Share Capital (b) Reserves & Surplus

(2) Non-cur,ent liabilities: (a) Long-term borrowings (b) Deferred tax liabilities (Net) (c) Other Long term liabilities (d) Long term provisions

(3) Current Liabilities

TOTAL

(a) Short term borrowings (b) Trade payables

i) Total outstanding dues of micro enterprises and small enterprises

ii) Total outstanding dues of creditors other than micro enterprises and small enterprises

(c) Other current liabilities (d) Short-term provisions

II. ASSETS (1) Non Current Assets

(a) Fixed Assets: (i) Tangible assets (ii) Intangible assets (iii) Capital work-in-progress

(b) Non current investments (c) Deferred tax assets (net) (d) Long term loans and advances ( e) Other non-current assets

(2) Current Assets (a) Current Investments (b) Inventories (c) Trade receivables (d) Cash and cash equivalents (e) Short-term loans and advances (fl Other current assets

TOTAL Significant Accounting Policies.

Note No

B c

D

E F

G

H I

J J

K

L

M N 0 p Q

A

The acompanying Notes form an integral part of financial statements

As at 31.03.2017

Rs.

10,00,00,000 33,34, 70, 197 43,34, 70, 197

280,00,00,000

12, 14,46,215 20,31,951

292,34, 78, 166

1,45,582 1 ,20 ,41,944

7,39,871 1,29,27,397

336,98,75,760

54,345 23,242

-77,587

334,02,67,892 7,85,000

51,86,009 -

334,62,38,901

1,50,72,419 1,87,374

4,84,082 78,15,397

-2,35,59,272

336,98, 75,760

As at 31.03.2016

Rs.

10,00,00,000 30,83,05, 145 40,83,05, 145

230.00,00,000

6,14,46,215 19,65,903

236,34,12,118

23,30,635 97,61,688

2,21,055 1,23.13,378

278,40,30,641

33,296 --

33,296

226, 11,81,649 5,05,000

26,69,791

-226,43,56,440

73,14,536 7,60,52,053

20,90,000 34,61,201

43,07,23,115 -

51,96,40,905 278,40,30,641

"As per our Report of Even Date" For Manubhai & Shah LLP For and on behalf of the Board Chartered Accountants ;/;;~~ FRN 106041WIW1p0136 _J;:;fi'/--'~:/.,,~

~- ~~(~;;~t~) .. j) - ~~~'~ .~~ow;"''• (Laxminarayana P. Yekka!i) ~ Partner Membership No. 114753

Place : Mumbai

Date: 3 ~ Jt'r; 2C17

~~~~~~J~~ ~·- (DIN 00166921)

N Chandrasekaran CFO

Place : Mumbai

Date: 3 ~ Jl'f: le17

~~ Lineesh James

(Company Secretary)


Statement of Profit and Loss for the year ended 31st March, 2017.

Particulars

Revenue from Operations

Other Income

Total Revenue

Expenses Purchases of Stock in Trade

Change in Inventories of Stock in Trade

Employee Benefits Expenses

Finance Costs

Depreciation & amortization expense

Other Expenses

Total Expenses

Profit before exceptional and extraordinary items and tax

Less : Exceptional & Extraordinary items

Add : Provision for Standared Assets for the year

Less : Provision for Standard Assets of perivous year written back

Profit before tax

Less Tax expense:

1) Current Tax

2) MAT credit entitlement

3) Deferred Tax {Benfits)/Expenses

4) Short /(Excess) Provision for Income Tax-earlier years (net)

Profit I (Loss) for the year

Earnings per equity share: (Face value of Rs.101· Each per share)

1) Basic

2) Diluted

Significant Accounting Policies.

The acompanying Notes form an integral part of financial statements

Note No

R

s

T

u v w J

x

Y(ii)

A

Year Ended Year Ended

31.03.2017 31.03.2016

Rs. Rs.

131,20,24,747 125,39,93,462

3,38,50,314 9,23,43, 132

134,58,75,061 134,63,36,594

111,76,01,133 115,21,00,314

7,58,64,680 5,28,09,079

1, 78,21,562 98,50,054

9,94,54,723 9,63,68,263

38,599 2,99,464

78, 14,062 1, 15,98,442

131,85,94,758 132,30,25,616

2,72,80,302 2,33, 10,978 . -250 .

{10,55,000) 10,55,000

2,83,35,052 2,22,55,978

56,50,000 55,00,000

(22,00,000) (55,00,000)

{2,80,000) {1,55,000)

11, 14,047

2,51,65,052 2, 12,96,931 ? ~ -- ~ - 2, 12,96,931

2.52 2.13

2.52 2.13

For and on behalf of the Board

~-t~~~::£~ (DIN 00166921)

Place : Mumbai

Date: 3 ~ Jl'!i 2el7 N Chandrasekaran Lineesh James

CFO (Company Secretary)

Place : Mumbai Date: ~ • J

~ ~ · l'!i 2U17

Hinduja Finance Limited Cash Flow Statement for the year ended 31st March 2017.

PARTICULARS

CASH FLOW FROM OPERATING ACTIVITIES Profit I (Loss) before tax as per Profit and Loss Account Adjusted for: Depreciation Provisions Issue expenses Profit on sale of investment

Operating Profit before Working Capital Changes

Adjusted for: Short-term loans and advances Other Current Assets Trade Receivables Inventories Trade Payables Other Long Term Liabilities Other Current Liabilities Changes in Working Capital

Cash Generated from Operations

Payment of Taxes

I. Net Cash from Operating Activities

CASH FLOWS FROM INVESTING ACTIVITIES

Purchase of investments Sale of investment Loan given Loan recovered Sale of fixed asset Purchase of fixed asset

II. Net Cash from Investing Activities

CASH FLOW FROM FINANCING ACTIVITIES:

Loan repaid Issue expenses Loan taken Proceeds from issue of Non Convertible debentures

Ill. Net Cash from Financing Activities

Net Increase I (Decrease) in Cash and Cash Equivalents (1+11+111)

Opening Balance of Cash and Cash Equivalents

Closing Balance of Cash and Cash Equivalents

"As per our Report of Even Date" For Manubhai & Shah LLP Chartered Accountants FRN 106041W/W100136

(Laxminarayana P. Yekkali) Partner Membership No. 114753

Place : Mumbai

Date: S ~ Jl'!i 2017

Year ended 31.03.2017

Rs.

2,83,35,052

38,599 5,84,864 5,19,830

(2,02,23,627)

92,54,718

(42,29,07,718)

(20,90,000) 7,58,64,680 (21,85,053)

22,80,256 5,18,816

(34,85, 19,019)

(33,92,64,301)

(50, 73, 187)

(34,43,37,488)

(56,08,57,883) 55,31,00,000 (9,90,00,000) 44,85,50,972

1,70,000 (82,890)

34,18,80,199

(22,36,96,000) (5,19,830)

22,36,96,000

(5, 19,830)

(29,77,119)

34,61,201

4,84,082

Year ended 31.03.2016

Rs.

2,22,55,978

2,99,464 12,92,582 31,05,354

(7,96,38,244)

(5,26,84,866)

(16,477) 3,708

(6,05,780) 5,28,09,080

20,81,972 5,71,31, 147

(1,66, 17,748) 9,47,85,901

4,21,01,035

(88,72,324)

3,32,28,711

(79, 75,55,084) 54,03,40,845

(293,71,53,744) 291,67, 17, 129

(81,143)

(27,77,31,997)

(242,40,30,301) (31,05,354)

167,44,00,000 100,00,00,000

24,72,64,345

27,61,059

7,00,142

34,61,201

For and Behalf of the Board

~· [~r;J Jeet P. Chugani Sudeep Goswami

(Director)

(DIN 00166921) Manager

N Chandrasekaran Lineesh James CFO (Company Secretary)

Place: Mumbai Date: s 9 1ur: 2e1

Hinduja Finance Limited CIN : U65993MH2006PLC166340

NOTES FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31st March, 2017

A Significant Accounting Policies:

(i) Basis of Accounting

The financial statements have been prepared and presented under the historical cost convention, on accrual basis of accounting in accordance with the accounting principles generally accepted in India ('Indian GAAP') and comply with the applicable Accounting Standards prescribed under Sec. 133 of the Companies Act, 2013 ['Act'] read with Rule 7 of the Companies [Accounts] Rules, 2014, the provisions of the Act [to the extent notified] and other relevant provisions of the Companies Act, 1956, to the extent applicable.

(ii) Use of Estimates

The preparation of financial statements in conformity with the generally accepted accounting principles in India ('Indian GAAP') requires that the management makes estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent liabilities as at the date of financial statements, and the reported amounts of revenue and expenses during the reporting period.

(iii) Fixed Assets and Depreciation

i) Tangible Assets are stated at Cost of Acquisition less accumulated Depreciation.

ii) Intangible Assets are amortised on straight line basis over the licence period. iii) Cost of assets not ready for intended use, as on the balance sheet date is shown as Capital Work in Progress. Advances given towards acquisition of fixed assets outstanding at each balance sheet date are disclosed as long term loans and advances.

iv) Depreciation on tangible assets has been provided on written down value method on pro-rata basis, based on the useful life prescribed under schedule II of the Companies Act, 2013

(iv) Revenue Recognition

a) Gain I Loss on trading in Futures & Options segment of capital market is recognised when the transactions are squared off or on expiry of the Future & Option contract, as the case may be. Notional Loss on open position in Future & Option transactions are provided for at the year end whereas gains if any, on the same are ignored.

b) Gain I Loss on trading in Equities are recognised on the sale of shares.

c) Dividend income is recognised when the right to receive payment is established. d) Interest Income is recognised on the time proportion basis.

(v) Investments

Long term Investments are carried at cost. Provision for diminution in the value of long-term investments is made only if such a decline is other than temporary in the opinion of the management. Current investments are carried at lower of cost and fair value. The comparison of cost and fair value is done separately in respect of each category of investments.

(vi) Inventories

Stock of shares is valued at cost or market price whichever is less.

(vii) Provision for Taxation Tax Expense comprises current tax and deferred tax. Provisions for income tax are made in accordance with the Income Tax Act, 1961.

Deferred Tax is recognised, subject to the consideration of prudence, on timing differences, being the difference between taxable income and

accounting income that originate in one period and are capable of reversal in one or more subsequent periods. Deferred Tax Assets is not

recognised unless there are timing differences the reversal of which will result in sufficient income or there is virtual certainty that sufficient

future taxable income will be available against which such deferred tax asset can be realised.

Minimum Alternate Tax (MAT) paid in accordance with the laws, which gives future economic benefits in the form of adjustment to future income tax liability is considered as an asset if there is convincing evidence that the Company will pay normal income tax. Accordingly, MAT is recognised as an asset in the Balance Sheet when it is highly probable that future economic benefit associated with it will flow to the Company.

(viii) Borrowing Costs Borrowing Costs attributable to the acquisition of qualifying assets are capitalised as part of the cost of the assets. Other borrowing costs are recognised as expense in the period in which they are incurred.

(ix) Earning per Share Basic earning per share are calculated by dividing the net profit (loss) for the year attributable to equity shareholders by the weighted average number of equity shares outstanding during the year. For the purpose of calculating diluted EPS, the net profit or loss for the period attributable to equity shareholders and the weighted average number of equity shares outstanding during the period are adjusted for the effects of all dilutive potential equity shares.

(x) Cash and Cash Equivalents Cash and cash equivalents include cash and cheque on hand, bank balances, demand deposits and other short term liquid investments

where the original maturity of 3 months or less.

(xi) Provisions and Contingent liabilities The Company creates a provision when there exists a present obligation as a result of a past event that probably requires an outflow of resources and a reliable estimate can be made of the obligation. A disclosure for a contingent liability is made when there is a possible obligation or a present obligation that.may arise, but probably will not require an outflow of resources. When there is a possible obligation or a present obligation in respect of which likelihood of outflow or resources is remote, no provision or disclosure is made.

(xii) Employee Benefits Long Term Employee Benefits:

(i) Defined Contribution Plan The company has Defined Contribution Plan for post employment benefit i.e. Provident Fund where under the company contributes to a Government administered Provident Fund on behalf of its employees and has no further obligation beyond making its contribution. The company's contributions to the above fund are charged to the revenue.

(ii) Defined Benefit Plan The Company has un-funded Defined Benefit Plans namely Gratuity and Leave encashment covering its employees, the liabilities in respect of which are determined on the basis of actuarial valuation at the vear-end using Projected Unit Credit Method.

•



As at 31.03.2017 As at 31.03.2016 Nos. Rs. Nos. Rs.

B Share Capital Authorised Equity Shares of Rs.10/- each 1,00,00,000 10,00,00,000 1,00,00,000 10,00,00,000 Preference Shares of Rs. 10/- each 50,00,000 5,00,00,000 50,00,000 5,00,00,000

1,50,00,000 15,00,00,000 1,50,00,000 15,00,00,000

Issued, Subscribed & Paid up Equity Shares of Rs.10/- each 1,00,00,000 10,00,00,000 1,00,00,000 10,00,00,000

1,00,00,000 10,00,00,000 1,00,00,000 10,00,00,000

al Reconciliation of the number of eauitv shares outstandina at the beginnina and at the end of the Year

Equity Shares As at 31.03.2017 As at 31.03.2016 Nos. Rs. Nos. Rs.

At the beginning of the year 100,00,000 10,00,00,000 100,UO,OOO 10,00,00,000 Add : Issued during the year - - -Outstandina at the end of the vear 100,00,000 10,00,00,000 100,00 000 10,00,00,000

bl Details of shareholders holding more than 5% Equity shares in the company

Names of the Equity Shareholders As at 31.03.2017 As at 31.03.2016 No. of Shares % of Holdinq No. of Shares % of Holding

(i) Mr. Ashok P. Hinduja 11,99,990 12 11,99,990 12 (ii) Mrs. Harsha A. Hinduja 12,00,000 12 12,00,000 12 (iii) Hinduja Group Ltd. 19,00,000 19 19,00,000 19 (iv) Aasia Imports & Exports Pvt. Ltd. 38,00,000 38 38,00,000 38 'v) Aasia Enterprises LLP 19,00,000 19 19,00,000 19

c) Rights & restrictions attached to Equity Shares on distribution of dividend and repayment of capital The Company has only one class of Equity Shares having a par value of Rs. 10/- per share. Each Shareholder is eligible for one vote per share held.

d) As per the Companies Act, 2013, the holders of equity shares will be entitled to receive remaining assets of the company, after distribution of all preferential amounts in the event of the liquidation of the company. However, no such preferential amounts exist currently. The distribution will be in the proportion to the number of equity shares held by the shareholders.

As at 31.03.2017 As at 31.03.2016 c Reserves & Surplus I (1) (b) Rs. Rs.

CaQital RedemQtion Reserve

As per last Balance Sheet 5,00,00,000 5,00,00,000

Statuto[Y Reserve u/s 45 IC of RBI Act As per last Balance Sheet 6,45,41,000 Add : Transfer from Surplus in Statement of Po rift & Loss 50,33,500 6,45,41,000

6,95,74,500 6,45,41,000

Surglus in the statement of Profit and Loss

As per last Balance Sheet 19,37,64, 145 23,70,08,214 Add: Net Profit after tax transfered from statement of Profit & Loss

for the year 2,51,65,052 2,12,96,931 Less : Transfer to Statutory Reserve u/s 45 IC of RBI Act 50,33,500 6,45,41,000

21,38,95,697 19,37,64,145

Closing Balance 33,34,70, 197 30,83,05,145



As at 31.03.2017 As at 31.03.2016 Rs. Rs.

D Long Term Borrowings I (2) (a)

i} Secured a) Julius Baer Capital (India) Pvt. Ltd. for a period of 60 months 30,00,00,000 30,00,00,000 against pledge of 6, 15,000 ( P.Y. 6,75,000) Equity shares of lndusind Bank Ltd at interest rate 8.75%. (P. Y. 9.40% to 9.62%)

b) Kotak Mahindra Prime Ltd. for a period of 60 months 50,00,00,000 -against pledge of'7,70,000 Equity shares of lndusind Bank Ltd at interest rate 8.75%.

ii} Unsecured 2000 (Previous year 2000 ) - 3% Unsecured Redeemable Non - 200,00,00,000 200,00,00,000 Convertible subordinated Debentures (NCDs) Series - 1 to 4 of 500 Nos per series of Rs.10,00,000/- each redeemable at par after 5 years 3 months from the date of allotment i.e.on 31st March 2020, 18th June 2020, 10th July 2020, and 28th August 2020 respectively.

280,00,00,000 230,00,00,000

E Other Long Term Liabilities Interest accrued but not due on borrowing 12,14,46,215 6, 14,46,215

12,14,46,215 6, 14,46,215

F Long Term Provisions Provision for Em()loyee Benefits

Compensated absences 10,59,468 6,63,165 Post retirement Benefits 9,72,233 2,47,738

Other Provision Contingent Provision against Standard Assets 250 10,55,000

20,31,951 19,65,903

G Trade Payables Other trade payables (Refer Note Y(iv)) I (3) (b) 1,45,582 23,30,635

1,45,582 23,30,635

H Other Current Liabilities I (3) (c) Interest accrued but not due on borrowing 69,04, 110 63,27,617 Others Payables

Statutory Dues 46,71,760 31,70,181 Others 4,66,074 2,63,890

1,20,41,944 97,61,688

I Short-Term Provisions I (3) (d) Provision for Em()loyee Benefits

Compensated absences 1,54,469 2,21,055 Post retirement Benefits 8,589 -

Other Provision Provision for tax (Net of Advance tax & TDS) 5,76,813 -

7,39,871 2,21,055

~~ ·O~ ~

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~ v



J Fixed Assets II (1) (a) GROSS BLOCK

Description of Assets As at 01.04.2016 Additions Deductions As at 31.03.2017

Rs. Rs. Rs. Rs.

I) Tangible ass~ts

a) Computer Hardware 4,24,232 59,390 - 4,83,622

b) Office Equipments 25,010 - 25,010

c} Motor Car 12,98,289 12,98,289 -

ii) Intangible assets

Computer Software 22,930 23,500 - 46,430

Total 17,70,461 82,890 12,98,289 5,55,062 r

DEPRECIATION

Description of Assets Upto 01.04.2016 For the year Deductions Up to 31.03.2017

Rs. Rs. Rs. Rs.

i} Tangible assets

a) Computer Hardware 3,92,356 37,050 - 4,29,406

b) Office Equipments 23,590 1,291 - 24,881

c) Motor Car 12,98,289 12,98,289

II) Intangible assets

Computer Software 22,930 258 23,188

Total 17,37,165 38,599 12,98,289 4,77,475

NET BLOCK

Description of Assets As at 31.03.2017 As at 31.03.2016

Rs. Rs.

i} Tangible assets

a) Computer Hardware 54,216 31.876

b} Office Equipments 129 1,420

c) Motor Car - -


Computer Software 23,242 -

Total 77,587 33,296



J Fixed Assets ll(])(a)

GROSS BLOCK

Description of Assets As at 01.04.2015 Additions Deductions As at 31.03.2016

Rs. Rs. Rs. Rs.

i) Tangible assets

a) Computer Hardware (3,43,089) (81,143) - (4,24,232)

b) Office Equipments (25,010) (25,010)

c) Motor Car (12,98,289) - - ( 12,98,289)


Computer Software (22,930) - (22,930}

Total (16,89,318) (81,143) (17,70,461)

DEPRECIATION

Description of Assets Upto 01.04.2015 For the year Deductions Up to 31.03.2016

Rs. Rs. Rs. Rs.

i) Tangible assets

a) Computer Hardware (2,69,651) (l ,22.705) - (3,92,356)

b) Office Equipments (6,879) (16,711) - (23,590)

c) Motor Car ( 11,38,882) (1,59,407) - (12,98,289)


Computer Software (22,289) (641) (22,930)

Total (14 37,701) (2,99,464) (17,37,165)

NET BLOCK

Description of Assets As at 31.03.2016 As at 31.03.2015

Rs. Rs.

i) Tangible assets

a) Computer Hardware (31,876) (73,438)

b) Office Equipments (1,420) (18,131)

c) Motor Car (1,59,407)


Computer Software (641)

Total 03.296) (2,51,617)



As at 31.03.2017 As at 31.03.2016 K Non Current Investments II (1) (b) Rs. Rs.

Long Term Investment {Other Investments} Investment in Eguitv a) lnduslnd Bank Ltd. Face Value Rs. 10 each 333,96,92,892 226,06,06,649

No of shares 35,56,000 ( P.Y. 27,76,000) (Quoted)

b) Namaste Exports Face Value Rs. 10 each 5,75,000 5,75,000 No of shares 5,00,000 ( P.Y. 5,00,000) (Unquoted)

334,02,67,892 226, 11,81,649 Aggregate amount of Quoted investments 333,96,92,892 226,06,06,649 Market Value of Quoted investments 501,20,04,200 268,60,57 ,600 Aggregate amount of Unquoted investments 5,75,000 5,75,000

L Long Term Loans & Advances {Unsecured, considered good} II (1) (d)

Security Deposit - Telephone 9,850 9,850 Other loan & advances Advance Tax & Tds (Net of Provision) 51,76,159 26,59,941

51,86,009 26,69,791

M Current Investments 11 (2) (a) Investment in Mutual Fund(Quoted} a) Liquid Goldman Sach Bees - ETF 72,419 73, 14,536

NoofUnits72.419(P. Y. 7314.536)

Investment in Mutual Fund(Un-guoted} a) DSP Black Roack Liquidity Fund-Direct Plan-Growth 1,50,00,000 -

No of Units 6454.964 (P. Y. NIL) Aggregate amount of Quoted investments 1,50,72 419 73,14,536 Market Value of Quoted investments 72,419 73,14,536 Aggregate amount of Unquoted investments 1,50,00,000 -Market Value of Unquoted investments 1,50,08,929 -

N Inventories of Stock in Trade II (2) (b) (at Cost or Market Value whichever is Lower) Shar1:1.~.

a) KDL Biotech Ltd .. Face Value of Rs 10 each 1,48,322 1,48,322 No of Shares 81,050 (P.Y. 81,050)

b) Sri Ramakrishna Mills (Coimbatore) Ltd .. Face Value of Rs 10 each 39,052 67,600 No of Shares 3,004 (P.Y. 5,200)

c) lnduslnd Bank Ltd. Face value of Rs 10 each - 7 ,24,42,481 No of shares Nil ( P.Y. 80,000)

d) IDFC Ltd. Face value of Rs 10 each 16,56,400 NoofsharesNil(P.Y. 41,000)

e) IDFC Bank Ltd. Face value of Rs 10 each 17,37,250 No of shares Nil ( P.Y. 36,000)

1,87,374 7,60,52,053 0 Trade Receivables {Unsecured, Considered good} II (2) (c)

Other - 20,90,000 - 20,90,000

p Cash & Cash Equivalents II (2) (d) Cash on hand 38,781 55, 166

Bank Balances:-With scheduled banks in current Accounts 4,45,301 34,06,035

4,84,082 34,61,201

Q Short-Term Loans and Advances(Unsecured, Consider Goods} II (2) (e) i) Loans & advances

a) To related parties 1,00,000 42, 18,32,040 b) To others - -

ii) Other Loans and Advances /~~ /~~ '-'~ & ;§;, a) Prepaid Expenses /; ::~,,.~J.'-1. 15,397 18,751

, '<"/ '\'.':1· b) MAT credit entitlement f:'~(MUMB~ t 77,00,000 55,00,000 c) Advance Tax & TDS (Net of Provision) h~ 40() 0:?0 - 33,72,324

\\· .. ~,,((S\ ~ 78, 15,397 43,07,23, 115

~~~~/



R Revenue from Operations Sale of Shares Sale of Futures & Options Consultancy Income Interest Income

S Other Income Dividend Profit on Sale of Investments (Net) Profit on Sale of Fixed Assets (Net) Miscellaneous Income Sundary Balance Write Back (Net)

T Purchases of Shares I Futures & Options Purchases of Shares Purchase of Future & Options

U Change in Inventories of Stock in Trade (at Cost or Market Value whichever is Lower) Opening Stock Less : Transfer to Investment Less : Closing Stock

V Employee Benefits Expenses Salaries Gratuity Leave encashment Contribution to Provident fund & other fund Staff Welfare Expenses

W Finance Costs Interest Expenses

x Other Expenses Auditor Remuneration

:Statutory Audit :Tax Audit :Other Services (Certification)

Conveyance Expenses Car Hire Charges Corporate Social Responsibility Demat Charges Director Sitting Fees Foregin Exchange Gain/Loss Legal Fees Professional Charges NCD issue expenses Listing fees Miscellaneous Expenses Postage & Telephone Charges Printing & Stationery Professional Tax Rent Paid Shares Related Expenses STT on Shares Travelling Expenses

For the year ended For the year ended 31.03.2017 31.03.2016

Rs. Rs.

46,08,47,479 6,74,02,001 80,29,86,285 114,28,45,989

1,06,98,670 1,33,75,000 3,74,92,313 3,03,70,472

131,20,24,747 125,39,93.462

1,32, 11,998 1,27 ,04,889 2,02,23,627 7,96,38,244

1,70,000 -1,12,210 -1,32,479 -

3,38,50,314 9,23,43, 132

31,45,83,991 69,42,541 80,30,17,142 114,51,57,773

111,76,01,133 115,21,00,314

7,60,52,053 168,63,40,390 - 155,74,79,258

1,87,374 7,60,52,053 7 58 64 680 5,28,09,079

1,62,73,625 95,57,432 7,33,084 1,24,198 3,29,717 1,06, 165 3,97,225 1,200

87,911 61,059 1,78,21,562 98,50,054

9,94,54,723 9,63,68,263 9,94,54,723 9,63,68,263

1,72,875 89,583 28,750 63,647 22,554

2,95,582 19,784 23,245 16,900

11,00,000 25,00,000 2,560 8,296

8,05,000 6,51,080 21.170 -

75,375 5,65,292 15, 15,623

' 25,86,517

5,19,830 5,18,837 3,68,532 2,40,926

62,400 17,218 13,958 1,496

2,500 2,500 27,58,000 27,33,440

1,05,946 86,552 8,24,512 4,61,472

80,264 50,290 78,14,062 1, 15,98,442



y OTHER NOTES

i) In accordance with Accounting Standard 15 (revised 2005)' Employee Benefits', the Company had actuarial valuation of the liability in respect of the aforesaid defined benefit plans, using the projected unit credit method and based on the following assumptions :

2016-17 2015-16 Discount rate (per annum)

7.50% 8.00%

Rate of increase in compensation levels 10.00% 10.00%

Rate of Return on Plan Assets NA NA '

Changes in Present value of obligation Gratuity (Unfunded) Leave Encashment (Unfunded)

2016-17 2015-16 2016-17 2015-16

Rs. Rs. Rs. Rs. Present Value of Obligation at the beginning of the 2,47,738 1,23,540 8,84,220 7,78,055 vear Interest cost 19,819 9,883 70,738 62,244

Service cost 5,24,146 2,47,738 1,61,174 1,68,644

Benefits paid - - -Actuarial loss/(gain) on obligations 1,89,119 (1,33,423) 97,805 (1,24,723)

Present Value of Obligations at the year end 9,80,822 2,47,738 12, 13,937 8,84,220

Expenses recognised in the period

Interest cost 19,819 9,883 70,738 62,244

Service cost 5,24,146 2,47,738 1,61,174 1,68,644

Actuarial (gain)/ loss on obligations 1,89, 119 (1,33A23) 97,805 (1,24,723)

Expense recognized during the year 7,33,084 1,24, 198 3,29,717 1,06,165

(ii) Earning Per Share For the year ended For the year ended 31.03.2017 31 03.2016

Rs. Rs.

a) Profit after Tax attributable to Equity Shareholders 2,51,65,052 2.12,96,931

b) Weighted average number of Equity shares outstanding during the year. 1,00,00,000 1,00,00,000

c) Face value of each Equity share 10 10

d) Basic & Diluted Earning Per Share (in Rs.) 2.52 2.13

(iii) In the opinion of the Board, the current assets, loans and advances are approximately of the value stated in the Balance Sheet, if realised in the ordinary course of business. The Provision for all known liabilities are adequate and not in excess of the amount reasonably necessary.

(iv) There are no dues to Micro and Small Enterprises as at March 31,2017 (previous year - Nil). Amounts due to Micro and Small Enterprises have been determined to the extent such parties have been identified on the basis of information collected by the Management.

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Hinduja Finance Limited CIN: U65993MH2006PL.C166340


(v) Related Party Disclosure : Information relating to Related Party Transactions as per Accounting Standard 18 issued by the Institute of Chartered Accountants of India is given below :-

a.) Key Managerial Personnel:

b.) Other related parties :

Enterprises having Common Control

Mr. Sudeep Goswami Manager

Mr. Lineesh James - Company Secretary (From 0110712016)

Mr. N Chandrasekaran - CFO (From 0110812016)

- Hinduja Group Ltd.

- Aasia Advisory Services Lid.

- Ashley Aviation Ltd.

- Aasia Corporation LLP

- Siddharth Textiles Pvt Ltd.

- The British Metal Corporation (India) Pvt Ltd.

- Hinduja Healthcare Ltd.

- Hinduja Realty Ventures Lid.

- Aasia Enterprises LLP

- APDL Estates Lid.

- Ashok Plywood Trading Co. LLP

- Aasia Business Ventures Pvt Lid.

- Skyway Properties Pvt Ltd.

- Hinduja Properties Lid.

- Hinduja Estates Pvt Ltd. - In Entertainment (India) Ltd

- Hinduja Renewables Pvt. Ltd. (Formely - Cyqurex Systems Pvt. Ltd. (Formely Known known as Ashok Developers Pvt. Ltd.) as Hinduja Estate Developers Pvt Lid.)

- Plant E-Shop Holdings India Ltd.

- Fonroche Saaras Energy Pvt. Ltd.

- Tabula Rasha Music LLP (Formely Known as Tabula Rasha Music Pvt. Ltd.)

- Fonroche Raajhans Energy Pvt. Ltd.

- Impeccable Imagination LLP (Formely Known as Impeccable Imagination Pvt. Ltd.)

c.) The following transactions were carried out with the Related Parties in the ordinary course of Business.

Details relating to the parties referred to in items a) & b) above

Particulars K.M.P Other related Parties Total

Rs. Rs. Rs. Loans Given

Mr. Sudeep Goswami - -(12,00,000) (-) (12,00,000)

Hinduja Group Ltd. - - -(-) (139,41,00,000) (139,41,00,000)

Hinduja Healthcare Lid. - - -(-) (-) (-)

Hinduja Realty Ventures Ltd. -(-) (8,00,00,000) (8,00,00,000)

In Entertainment India Ltd 13,55,00,000 13,55,00,000 (-) (42,00,00,000) (42,00,00,000)

Ashley Aviation Lid - 2,60,00,000 2,60,00,000 (-) (3,60,00,000) (3,60,00,000)

J.91.1ns Given!Recoveredl

Hinduja Healthcare Ltd (-) (1,50,00,000) (1,50,00,000)

Mr. Sudeep Goswami 6,00,000 6,00,000 (5,00,000) (-) (5,00,000)

Hinduja Realty Ventures Lid. - -(-) (8,00,00,000) (8,00,00,000)

Hinduja Group Lid. - -(-) (174,36,37,835) (174,36,37,835)

In Entertainment India Lid 49,33,67,193 49,33,67, 193 (-) (11,60,00,000) (11,60,00,000)

Ashley Aviation Ltd - 8,25,00,000 8,25,00,000 (-) (25,00,000) (25,00,000)

LQans Received

Hinduja Healthcare Ltd (-) (2,00,00,000) (2,00,00,000)

Hinduja Properties Ltd (-\ (-) (-)



Particulars K.M.P Other related Parties Total

Rs. Rs. Rs. Loans Received Hinduja Group Ltd - 1,96,000 1,96,000

(-) (10,500) (10,500)

In Entertainment India Ltd - - -(-\ (30 69 00 000\ (30 69 00 000)

Loans ReceivedCRepaidl Hinduja Pr~perties Ltd - -

(-) (2,00,00,000) (2,00,00,000)

Hinduja Healthcare Ltd - - -(-) (2,00,00,000) (2,00,00,000)

Hinduja Group Ltd - 1,96,000 1,96,000 (-\ (10 500) 110 500)

Interest Received Mr. Sudeep Goswami 40,447 - 40,447

(22,227) (-) (22,227)

Hinduja Group Ltd. - - -(-) (77,58,893) (77,58,893)

/" Hinduja Healthcare Ltd - - -

(-) (1,32,329) (1,32,329)

Hinduja Realty Ventures Ltd - - -(-) (5,77,049) (5,77,049)

In Entertainment India Ltd - 2,94,96,882 2,94,96,882 (-) (6,11,718) (6,11,718)

Ashley Aviation Ltd - 79,54,984 79,54,984 (-) (60 96 167) (60 96 167)

Interest Paid Hinduja Healthcare Ltd - - -

(-) (88,219) (88,219)

Hinduja Properties Ltd - - -(-) (55,249) (55,249)

Hinduja Group Ltd. - - -(-) (169) (169)

In Entertainment India Ltd - - -(-\ (110 75 348) (1 10 75 348)

Sale of Motor Car Hinduja Group Ltd. - 1,70,000 1,70,000

(-\ (-\ (-\ Managerial Remuneration

Mr. Sudeep Goswami 92,23,596 - 92,23,596 (74 73 596) (-) (74 73 596)

Fioures in brackets relates to previous vear.

31/03/2017 31/03/2016 Outstanding Balances Debit Credit Debit Credit

Rs. Rs. Rs. Rs. Ashley Aviation Ltd - - . 6,32,64,847 -In Entertainment India Ltd - - 35,78,67,193 -Mr. Sudeep Goswami

1,00,000 - 7,00,000 -

(vi) Contingent Liabilities and Commitments

Contingent Liabilities As at 31.03.2017 As at 31.03.2016

Rs. Rs. Claims against the company not acknowldged as debts

-Tax matter in dispute under Appeal (A.Y.14-15) 45,34,710 -

Further, Deputy Commissioner of Income Tax (CIT) has disallowed the expenses of Rs. 75,97,867/-for the assessment year 2010-11 and 2012-13. The Company has filed appeals against these disallowance to CIT (A)

(vii) Previous Year's figures have been regrouped I rearranged ~ry to be in conformity with the figures of the current year ~·/ ''(~

1~~ :, 4 0 0 20 :. ~ ~ ~.. .. ...

,f~D AGC~\\· --



(viii) Additional disclosure required by RBI

(a) Disclosure required by Paragraph 16 of "Master Direction-Non-Banking Financial Company-Non-Systemically Important-Non-Deposit taking Company (Reserve Bank) Directions, 2016"

Sr. Particulars Amount No.

i Loss Assets NIL ii Doubtful Assets NIL iii Sub-Standard Assets NIL

(b) Disclosure required by Paragraph 18 of "Master Direction-Non-Banking Financial Company-Non-Systemically Important-Non-Deposit taking Compimy (Reserve Bank) Directions, 2016"

(Rupees) Sr. Amount No. Particulars outstanding Amount Overdue

Liabilities Side (Rs) (Rs) 1 Loans and advances availed by the non

banking financial Company inclusive of Interest accrued thereon but not paid a) Debentures :

Secured NIL NIL Unsecured 212,14,46,215 NIL (Other than falling within the meaning of Public deposits *)

b) Deferred credits NIL NIL c) Term Loans 80,69,04, 110 NIL d) Inter Corporate loans and borrowing NIL NIL e) Commercial Paper NIL NIL f) Public Deposits• NIL NIL f) Other Loans (Specify nature) NIL NIL • Please see Note 1 below

2 Break-up of (1)(f) above (Outstanding public deposits inclusive of interest accrued thereon but not paid): (a) In the form of Unsecured debentures NIL NIL (b) In the from of partly secured debentures i.e. debentures where there is NIL NIL

a shortfall in the value of security c) Other public deposits NIL NIL • Please see Note 1 below

Amount Assets Side Outstanding (Rs)

3 Break up of Loans and Advances including bills receivables (other than those included in (4) below) a) Secured NIL bl Unsecured 1,00,000

4 Break up of Leased Assets and stock on hire and other assets counting towards AFC activities i) Lease assets including lease rentals under Sundry

Debtors: a) Financial Lease NIL b) Operational Lease NIL

ii) Stock on hire including hire charges under Sundry Debtors:

a) Assets on hire NIL b) Repossessed Assets NIL

iii) Other loans counting towards AFC activities a) Loans where assets have been repossessed NIL bl Loans other than (a) above NIL

5 Break up of Investments : Current Investments 1. Quoted

i) Shares : a) Equity NIL b) Preference NIL

ii) Debentures and Bonds NIL iii) Units of Mutual Funds 1,50,72,419 iv) Government Securities NIL v) Others ( please specify)

~ NIL

"';U /{~( A.IUMOAI ~\ ~4 u.:O :, f

..... F~D acr.n~.., --



Amount

Assets Side Outstanding (Rs)

5 Break up of Investments : Current Investments 2. Unquoted :

i) Shares : a) Equity NIL b) Preference NIL

ii) Debentures and Bonds NIL iii) Units of Mutual Funds NIL iv) Government Securities NIL v) Others ( please specify) NIL

Long Term Investments: 1. Quoted

i) Shares : a) Equity 333,96,92,892 b) Preference NIL

ii) Debentures and Bonds NIL iii) Units of Mutual Funds NIL iv) Government Securities NIL v) Others ( please specify) NIL

2. Unquoted : i) Shares : a) Equity 5,75,000

b) Preference NIL ii) Debentures and Bonds NIL iii) Units of Mutual Funds NIL iv) Government Securities NIL v) Others { please specify) NIL

6 Borrower group wise classification of assets financed as in (3) and(4)above Please see Note 2 Below Amount Net of provisions (Rs)

Cateaorv Secured Unsecured Total Rs) (Rs) (Rs)

1 Related Parties a) Subsidiaries NIL NIL NIL b) Companies in the same group NIL NIL NIL c) other related parties NIL 1,00,000 1,00,000

2 Other than related parties NIL NIL NIL Total NIL 1,00,000 1,00,000

7 Investor group wise classification of all investments (current and lo shares and securities (both quoted and unquoted) : Please see Note 3 below (Rs) (Rs)

Market Value Book value ( Net /Break up or fair · of Provisions)

Categorv value or NAV 1 Related Parties

a) Subsidiaries NIL NIL b) Companies in the same group NIL NIL

c) other related parties NIL NIL

2 Other than related parties Market Value of Share 501,25, 79,200 334,02,67,892 NAV of Mutual Fund 1,50,81,348 1,50,72,419

Total 502, 76,60,548 335,53,40,311 ~Standard of ICAI (Please see Note 3)

n A7:s~nt I Particulars ' Gross Non-Performing Assets

i a) Related parties NIL b) Other than related parties NIL

ii Net Non-Performing Assets a) Related parties NIL b) Other than related parties NIL

iii Assets acquired in satisfaction of Debt NIL Notes:

1 As defined in point xix of paragraph 3 of Chapter -2 of these Directions. 2 Provisioning norms shall be applicable as prescribed in these..l)irectio~ 3 All Accounting Standards and Guidance Notes issued by l~A!';are:a~ll _ble including for valuation of investments and

other assets as also assets acquired in satisfaction of~, ~~o~ever,;·~tet value in respect of quoted investments and break up I fair value I NAV in respect of unquoted inves ttt~~~e/9,11 losed irrespective of whether they are classified as Iona term or current in (5) above. '},, ,,,.... /.;; /

~/



(ix) Corporate Social Responsibility (CSR) The Company has spent an amount of Rs. 11 Lacs ( Previous Year Rs. 25 Lacs) towards CSR initiatives. Manner in which amount spent during the financial years is details below.

Sr. No.

CSR project or activity identified

1 Improved agriculture practices, Tree based farming, water resource development and soil conservation, Agriculture training, Skill development etc.

Sector in which the project is covered

Rual Development Projects

Location (Unit)

Jawahar Taluk, Palghar District,

Maharashtra

Amount Spent on the project or programs

Rs. 11,00,000/-

Amount is Rs. Amount Spent :

Direct or Through implementing

a enc Through

Implementing Agency - Hinduja Foundation

(x) The Details of Specified Bank Note (SBN) held and transacted during the period from 8th November, 2016 to 30th December, 2016 as provided in the Table below:-

For Manubhai & Shah LLP

axminarayana P. Yekkali) Partner Membership No.114753

Place : Mumbai

Date: S ~ Jut! Z017

Particulars SBNs

Rs.

Other denomination notes

Rs. 26,177

70,000 25,157 24,000 47 020

For and on behalf of the Board

Total

Rs. 26,177 70,000 25,157 24,000 47,020

N Chandrasekaran Lineesh James CFO {Company Secretary)

Place : Mumbai

Date: S ~ Jllt! Z017


Amount ( Rs.) As at 31.03.2017

H (i) Statutory Dues Rs. TDS ON CONTRACT - NON CO 58 TDS ON INTEREST PAYABLE (4LD) 33,26,544 TDS ON PROFESSIONAL FEES PAID - NON CO 7,500 TDS ON PROFESSIONAL FEES PAID -CO 67,635 TDS PAYABLE ON INTEREST (194A) 7,67,123 TDS PAYABLE ON RENT (1941) 20,000 TDS PAYABLE ON SALARY (192B) 4,87,900 TOTAL 46,76,760

D 2 (i) Long Term Borrowings Rs Julius Baer Capital (India) Pvt Ltd 30,00,00,000 Kotak Mahindra Prime Limited 50,00,00,000 TOTAL 80,00,00,000

M Other Loan & Advances - Advance Tax & TDS Rs Advance Income Tax A Y 2010 11 10,55,550 Advance Income Tax A Y 2014 15 2, 10,79,380 Advance Income Tax A Y 2015 16 15,00,000 Advance Income Tax A Y 2016 17 45,00,000 Tax on Regular Assessment A.Y. 2014-15 6,80,210 TDS on Interest F Y 2009 10 10,31,950 TDS on Interest A Y 2013 14 42,68,552 TDSon lnterestAY201415 37,00,018 TDS on Interest A Y 2015 16 8,854 TDS on Interest A Y 2016 17 30,34,824 TDS on Consultancy Income A Y 2016-17 13,37,500 TOTAL 4,21,96,838

PROVISION FOR TAX Rs Provision for Taxation A.Y. 2010-11 19,84,363 Provision for Taxation A.Y. 2014-15 2,49,00,000 Provision for Taxation A.Y. 2015-16 31,00,000 Provision for Taxation A.Y. 2016-17 55,00,000 Income Tax Refund Received 15,36,316 TOTAL 3,70,20,679 Net 51,76,159

J Short-Term Provision Advance Tax & TDS Rs Advance Income Tax A Y 2017 18 6,00,000 TDS on Interest A Y 2017 18 37,45, 187 TDS on Consultancy Income A Y 2017-18 7,28,000 TOTAL 50,73,187

PROVISION FOR TAX Rs Provision for Taxation A.Y. 2017-18 56,50,000 TOTAL 56,50,000 Net 5,76,813

G Paterson Securities Pvt Ltd 1,45,582

H (iii) Interest Payable Rs Albula Investment Fund Ltd 9,38,23,265 LGOF Global Opportunities Ltd 2,76,22,950 Julius Baer Capital (India) Pvt Ltd 58,25,343 Kotak Mahindra Prime Limited 10,78,767 TOTAL 12,83,50,325

H (iv) OTHER Rs ANB & CO. 1,57,500 CCH Prosystem India Pvt Ltd 3,371 Manubhai & Shah LLP 1,83,750 Rushabh Car Travels 5,734 GPS & Associates 10,500 Taxsmile Prosolutions Pvt Ltd 4,494 Out-Standinq Liability Expenses 1,00,725 TOTAL 4,66,074

Q Loans & Advances · Others Rs (i) (a) Sudeep Goswami 1,00,000

Total ' 1,00,000

p BANKS Rs Bank of Baroda Ale 03790200000873 88,212 Bank of Baroda Ale No 03790200000919 1,93,809 HDFC Bank Ltd Ale 2402320003266 25,214 lndusind Bank Ltd Ale 200000108874 1,38,066

TOTAL 4,45,301

y MISC .EXP Rs APPEAL FEES 1,000 Bank Charges 5,177 Business Promotion 2,00,000 Books & Periodicals 11,600 Filling Fees 32,000 Subscription & Membership 44,801 Interest on TDS 34,810 Misc.Expenses 39, 145

TOTAL 3,68,532

declaration bv independent directors

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