Pahal Financial Services Private Ltd. · 3 DIRECTORS’ REPORT Pahal Financial Services Private...

Pahal Financial

Services Private Ltd.

2016-17

Annual Report

Registered & Corporate Office

First Floor-2, City Mall, Nr. Rajpath Club, Opp. Madhur Hotel,

S.G Highway, Bodakdev, Ahmedabad -380059

Phone: 079-40373857

Website: www.pahalfinance.com

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CORPORATE INFORMATION

REGISTERED OFFICE

First Floor-2, City Mall, Nr. Rajpath Club, Opp. MadhurHotel, S.G Highway, Bodakdev, Ahmedabad -380059

CORPORATE IDENTITY NUMBER

U65910GJ1994PTC082668

We endeavor to provide sustainable servicesfor financial inclusion in rural and urban areaswith proficiency, at an affordable price whilemaintaining dignity, honor and transparencywith all its customers

MISSION STATEMENT VISSION STATEMENT

To reach micro finance services to 5,00,000clients at competitive rates and to achieveinternationally acceptable returns oninvestment to attract mainstream capital inthe service of the segment at the bottom ofthe pyramid

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FROM DESK OF MANAGING DIRECTOR

Dear Shareholders

The year 2016-17 has been in the overall context a challenging year for the Financial Servicesindustry, but more challenging for the microfinance industry. The turmoil caused on account ofthe demonetization of the currency in India is still playing out for the sector.

Against this backdrop, your company has managed to stay on track in creating value for itsstakeholders. Value that is transformational and long lasting for investors, customers,employees and the community at large. While the first half of the financial year resulted intosignificant growth of business, the second half was marred by the impact of the demonetizationthat led to significant deterioration of the portfolio. On the ground, the average customer faceda lot of hardship in terms of his/her day to day banking, the effect of which was visible almosttill the month of March 2017. The difficulties were much more pronounced in the rural parts ofthe geographies in which we operate.

Despite a washout in business for almost 5 months during and in the aftermath ofdemonetization, your company has been able to report a portfolio growth of about 9.73%percentage. Profit after tax was flat largely on account of the provisioning that emanated outof the extra-ordinary situation. In keeping with the highest standards of corporate governanceand the principles of conservatism, your company also changed the accounting policy to writeoff all overdue accounts beyond 180 days. Accordingly provisions & write offs recorded anabnormal jump for the year at Rs. 1,44,34,030 (corresponding value of provisions for the yearending March 2016 was Rs. 69,01,442) Further, the Profit after tax for the year was at Rs.1,88,66,716 against Rs. 1,87,61,347 for the year ending March 2016.

As we move into the next year, we expect the entire effect of the demonetization to play outby the first half of the next financial year. Your company recognizes the need to focus its effortson ensuring collections of outstanding dues and accordingly Delinquency Management will bethe top priority. Your company also recognizes that once the demonetization impact wanesthere would be growth opportunities across different geographies. Accordingly, the companyhas planned its expansion in the states of Rajasthan and Madhya Pradesh whilst furtherconsolidating its leadership position in Gujarat. It is a matter of great joy and pride for yourcompany to have been shortlisted for a 3 year technical assistance program from the AsianDevelopment Bank. (ADB) Your company is one among the only 2 MFIs shortlisted in thewestern geographies. Finally as a part of the overall business model, your company intends togrow the Enterprise lending (Individual loan) portfolio along with the conventional Joint Liabilitygroup (JLG) business in line with the regulatory guidelines for the NBFC-MFI sector.

Last but not the least, I would like to thank all our stakeholders for their faith in Pahal and fortheir constant support. We will continue to stay focused on creating value for both internal aswell as for external stakeholders.

Best WishesKartik Mehta

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DIRECTORS’ REPORT

Pahal Financial Services Private LimitedCIN: U65910GJ1994PTC082668

Registered & Corporate Office: First Floor-2, City Mall, Nr. Rajpath Club, Opp. Madhur Hotel, S.G Highway, Bodakdev,Ahmedabad -380059

•Ph.: 079-40373857• Email: [email protected] •Website: www.pahalfinance.com

To,

The Members of Pahal Financial Services Pvt. Ltd.

Your directors have pleasure in presenting the annual report together with the audited accounts of thecompany for the year ended 31st March 2017.

The financial performance of your company is healthy and the company is on a growth path. Thefinancial highlights have been summarized in the following table:

1. FINANCIAL PERFORMANCE

Particulars Amount in (Rs.)For the year ended 2016-17 2015-16Total Revenue 37,92,73,643 25,91,88,873Total Expenditure 34,89,10,271 22,88,35,886Profit before Tax 3,03,63,372 3,03,52,987Provision for Tax 1,14,96,657 1,15,91,640Profit after Tax 1,88,66,716 1,87,61,347Transfer to General Reserves NIL NIL

Paid Up Share CapitalEquity Share Capital 11,31,96,110 8,81,96,110Preference Share Capital(Optionally Convertible shares) 3,00,00,000 3,00,00,000

The operational indicators also show growth in the following table.

2. OPERATIONAL HIGHLIGHT

Indicators 2016-17 2015-16

Number of States 4 3

Branches (Guj. + M.P.+ Maharashtra+Rajasthan)

64 49

Number of Borrowers 95,511 86,941

Loan Amt. disbursed during the year (in Rs) 1,50,31,14,026 1,49,14,52,911

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Total Portfolio O/S (Own+ Securitised & BC) 1,32,24,52,273 1,20,51,41,097

Less Securitised & BC portfolio 7,63,26,491 14,46,89,383

Net Own Portfolio 1,24,61,25,782 1,06,04,51,714

Borrowed Fund O/S 1,44,32,42,759 1,20,12,46,694

Total Staff 383 283

PAR > 30days In % 7.05% 0.49%

PAR > 30 days in amount 9,01,56,648 56,30,324

Pahal has increased its borrowers by appx.10.00% Own portfolio increased by 17.51% New borrowed fund increased by 26.33% Disbursement of loan in amount increased by 0.78% Total staff has increased by 35.33%

3. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS ORCOURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND OPERATIONSIN FUTURE

There have been no significant and material orders passed by the regulators or courts or tribunalsimpacting the going concern status and operations in future.

4. DIVIDEND

Dividend paid to the Preference Shareholders

During 2016-17 your Company has paid dividend amounting to Rs. 27,00,000 (excludingdivided tax) to its Preference Shareholder as Interim Dividend.

Dividend to Equity Shareholders

Based on the Company’s performance, the directors are pleased to recommend for approval ofmembers a final dividend of Rs. 0.20 per equity share for the Financial Year 2016-17 amountingto Rs. 22,63,922.2 (excluding dividend tax).

5. DEPOSITS

Being a Non Deposit taking Non - Banking Financial Company, your Company has not acceptedany deposits from the public.

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6. NON-CONVERTIBLE DEBENTURES

During the year under review, your Company has issued following debentures on privateplacement basis:

ISIN No. Total numberof securities

Nominal Valueper unit ofsecurity

TotalAmount (InRs.)

Listed on Debt MarketSegment of BSE Limited

INE514Q07056 150 10,00,000 15,00,00,000 ListedINE514Q07064 20 10,00,000 2,00,00,000 UnlistedINE514Q07072 80 10,00,000 8,00,00,000 UnlistedINE514Q07080 150 10,00,000 15,00,00,000 Unlisted

Details of Debenture Trustees of the Company are as follows:

Sr.No.

Name of the Debenturetrustees

Address Contact detail

1. Catalyst TrusteeshipLimited(Erstwhile GDATrusteeship Limited)

Office No. 83 – 87, 8thfloor , ‘Mittal Tower’,‘B’ Wing, Nariman Point,Mumbai – 400021

022 - 4922 0555

2. Axis Trustee ServicesLimited

Ground Floor, Axis House,Bombay Dyeing MillsCompound,Pandurang Budhkar Marg,Worli, Mumbai 400 025

022-4325 3045

3. IDBI Trusteeship Asian Building, Groundfloor, 17R, Kamani Marg,Ballard Estate, Mumbai -400001 Maharashtra

022- 40807068

The Listing Fees for the Financial Year 2017-18 has been duly paid.

7. DECLARATION FROM INDEPENDENT DIRECTORS

The Independent Directors (IDs) have submitted a declaration of Independence, as requiredpursuant to section 149(7) of the Companies Act, 2013 stating that they meet the criteria ofindependence as provided in section 149(6) of the Act. In the opinion of the board, these IDsfulfill the conditions as specified in the Act and the rules made thereunder for appointment asIDs and confirm that they are independent of the management.

8. INTERNAL FINANCIAL CONTROL

The Company has in place adequate Internal Financial Controls with reference to financialstatements. During the year, such controls were tested and no reportable material weakness inthe design or operation were closed.

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9. APPOINTMENTS/RESIGNATIONS OF DIRECTORS AND KEY MANAGERIAL PERSONNELDURING FINANCIAL YEAR 2016-17

Mr. Praveen K Laheri has resigned from the Board of Directors of the Company w.e.f 01st April2016;

Ms. Daksha N Shah has resigned from directorship of the company w.e.f 05th May 2016;

Mr. Ambalal B Panchal was appointed as Non-Executive Independent Director w.e.f 30th July2016;

Mr. Ajit N Jha has resigned from the Board of Directors of the Company w.e.f 08th February2017 due to nomination withdrawn by SIDBI.

10. KEY MANAGERIAL PERSONNEL

Pursuant to the provisions of section 203 of the Companies Act 2013 read with the rules madethereunder, the following employees are the whole time key managerial personnel of thecompany:

Mr. Kartik S Mehta, Managing Director Ms. Purvi J Bhavsar, Jt. Managing Director Mr. Chintan C Desai, Chief Financial Officer Ms. Nikita Sharma, Company Secretary

11. BOARD MEETINGS:

The Board of Directors met 7(seven) times during the financial year. The intervening gap betweenany two meetings was within the period prescribed by the Companies Act 2013.The details ofwhich are given as follows:

Sr. No. Date of Board Meeting Strength of Board No. of Board members present1. 26.05.2016 5 42. 13.07.2016 5 43. 30.07.2016 5 44. 30.09.2016 6 25. 15.10.2016 6 36. 28.10.2016 6 57. 23.02.2017 5 5

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Attendance of Each Director at Board Meeting

Sr. No. Name of Director No. of Board Meetingheld

No. of Board Meetingattended

1. Mr. Kartik S Mehta 7 72. Ms. Purvi J Bhavsar 7 73. Mr. Padmanabh P Vora 7 54. Mr. Venkatraman G Iyer 7 55. Mr. Ambalal B Panchal 4 36. Mr. Ajit N Jha 6 0

12. ANNUAL GENERAL MEETING

The last Annual General Meeting was held on 23rd September 2016.

13. SEPARATE MEETING OF INDEPENDENT DIRECTORS

In Compliance of section 149 of Companies Act 2013, a separate meeting of the IndependentDirectors of the Company was duly convened and held on 23rd February 2017. Attendance ofIndependent Directors at the meeting is given hereunder:

Name of the Director Whether present or notMr. Ambalal B Panchal YesMr. Venkatraman G Iyer Yes

14. COMMITTEES OF THE BOARD

Currently the Board has following committees, the Audit committees, Nomination andRemuneration Committee, Stakeholders Relationship Committee and Finance Committee.

14.1 Audit Committee

The Composition of the Audit Committee as on 31st March 2017 was as follows:

Name of the Member Category DesignationMr. Padmanabh P Vora Non-Executive Director Chairman

Mr. Ambalal B Panchal Non- Executive & Independent Director MemberMr. Venkatraman G Iyer Non- Executive & Independent Director Member

Attendance

Sr. No. Date of Meeting Strength of Committee No. of members present1. 26.05.2016 2 22. 30.07.2016 2 23. 28.10.2016 3 34. 23.02.2017 3 3

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Attendance of Each Director at Audit Committee Meeting

Name of the Member No. of Meeting held No. of Meeting attendedMr. Padmanabh P Vora 4 4Mr. Venkatraman G Iyer 4 4Ms. Ambalal B Panchal 2 2

Terms of Reference of Audit Committee

Recommendation to the Board the appointment, remuneration, replacement or removaland terms of appointment of statutory auditors of the company;

Review and monitor the auditor’s independence and performance, and effectiveness of theaudit process;

Examination of the financial statement and the auditor’s report thereon;

Approval or subsequent modifications of transactions of the Company with the relatedparties;

Valuation of undertaking or assets of the company , wherever it is necessary;

Evaluation of Internal financial controls and risk management systems;

Scrutiny of Inter – Corporate Loans and Investment;

Monitoring the end use of funds raised through public offer (if any) and related matter.

14.2 Nomination and Remuneration committee

The Composition of the Nomination and Remuneration Committee as on 31st March 2017 wasas follows:

Name of the Member Category DesignationMr. Venkatraman G Iyer Non- executive & Independent Director ChairmanMr. Ambalal B Panchal Non- executive & Independent Director MemberMr. Padmanabh P Vora Non- Executive Director Member

Attendance

Sr. No. Date of Meeting Strength of Committee No. of members present1. 26.05.2016 2 22. 30.07.02016 2 23. 23.02.2017 3 3

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Attendance of each director at Nomination and Remuneration Committee Meeting

Name of the Member No. of Meeting held No. of Meeting attendedMr. Venkatraman G Iyer 3 3Mr. Padmanabh P Vora 3 3Mr. Ambalal B Panchal 1 1

Terms of reference of Nomination and Remuneration Committee:

Formulation of the criteria for determining qualifications, positive attributes andindependence of a director and recommend to the Board a policy, relating to theRemuneration of the Directors, Key Managerial Personnel and other Employees;

Formulation of criteria for evaluation of Independent Directors and the Board;

Devising a policy on Board diversity;

Identifying persons who are qualified to become Directors and who may be appointed inSenior Management in accordance with the criteria laid down, and recommend to theBoard their appointment and removal.

14.3 Stakeholder Relationship Committee

The Composition of the Stakeholder Relationship Committee as on 31st March 2017 was asfollows:

Name of the Member Category DesignationMr. Ambalal B Panchal Non- executive & Independent Director ChairmanMs. Purvi J Bhavsar Executive Director MemberMr. Kartik S Mehta Executive Director Member

Attendance

Name of the Member No. of Meeting held No. of Meeting attendedMr. Ambalal B Panchal 1 1Ms. Purvi J Bhavsar 1 1Mr. Kartik S Mehta 1 1

The meeting of Stakeholders Relationship Committee was held on 23rd February 2017.

Terms of reference of Stakeholders Relationship Committee:

The role of Stakeholders Relationship Committee involves:

To consider and review shareholders’/ investors’ grievances and complaints and ensurethat all shareholders’/ investors’ grievances and correspondence are attended toexpeditiously and satisfactorily unless constrained by incomplete documentation and/ orlegal impediments;

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To do all other acts and deeds as may be necessary or incidental to the above.

14.4 Finance Committee

The Composition of Finance Committee as on 31st March 2017 was as follows:

Name of the Member Category DesignationMr. Kartik S Mehta Executive Director MemberMs. Purvi J Bhavsar Executive Director Member

The Finance Committee meets on regular interval of time as and when required for the properworking of the company.

15. BOARD EVALUATION:

In terms of provisions of the Companies Act 2013, the board has carried out an annualperformance evaluation of its own performance, the director individually as well as evaluation ofthe working of the committee. The performance evaluation of the Independent Directors wascarried out by the entire board. The performance of the chairman and the Non-Independentdirectors was carried out by the Independent Directors.

16. AUDITORS

16.1 Statutory Auditors

At the Annual General Meeting held on 25th July 2014, M/S Manubhai & Shah LLP , CharteredAccountants, Ahmedabad, firm with ICAI Registration No.106041W, were appointed as theStatutory Auditors of the Company to hold office till the conclusion of the 9thAnnual GeneralMeeting. In terms of the first proviso to section 139 of the Companies Act 2013, theappointment of the auditors shall be placed for ratification at every Annual General Meeting.

Accordingly the appointment of M/S Manubhai & Shah LLP (Previously known as M/s Manubhai& Shah), Chartered Accountants, Ahmedabad as the Statutory Auditors of the company isplaced for ratification by the shareholders. In this regard, the Company has received acertificate from the auditors to the effect that if they are re appointed, it would be in accordancewith the provisions of Section 141 of the Companies Act 2013.

The Audit Report for the Financial Year ended 31st March 2017 form part of this report.

Further, the Board also gives the following response to comments of the Auditors vide Point 2 (g) (iv) in theIndependent Auditor’s Report to the members:-

Company being NBFC-MFI, serves over a 100,000 poor and financially excluded class borrowers everymonth, who are generally deprived of the bank accounts. As you are aware, MFI business is highly cash

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intensive with an enormous volume but with very low per capita value. Further, the Ministry of Corporateaffairs issued its notification only on 30th March 2017 mandating all the company to disclose the details ofSpecified Bank Notes held and transacted during the period from 08th November, 2016 to 30th December2016. Due to such enormous volume in their regular course of business, despite maintaining KYC data, yourcompany does not maintain borrower wise currency denomination and hence could not provide the sameas it was requested on a post-facto basis. The matter has been evaluated and the Company is of the firmview that the diminution, if any, even if it exists, is only temporary and there would not be any materialimpact on the financial statements under consideration.

16.2 Secretarial Auditor

The Board has appointed Ms. Monica Kanuga, Practicing Company Secretary to carry outSecretarial Audit of the Company under the provisions of Companies Act, 2013 for the FinancialYear 2016-17. The report does not contain any qualification, reservation or adverse remark.The Secretarial Audit Report is annexed with this report as Annexure I.

16.3 Internal Auditor

As per Section 138 of the Companies Act, 2013, M/s Dishang Shah and Co. was appointed toconduct the Internal Audit of the Company for the Financial Year 2016-17.

17. RELATED PARTY TRANSACTION

During the period under review, the Company has not entered into any related party transactionsunder Section 188 of the Companies Act, 2013.

18. RISK MANAGEMENT

With MIS system and policies in place the risks has been managed. Pahal sends all loanapplications to Credit bureau check and that has controlled the over indebted borrowers fromsanctioning further loans. Frequent monitoring at the branches, at least 3 times in a year to abranch, and has kept branches to comply with the company policies and processes. Accurateand robust MIS system helps the management and senior staff to take preventive and correctivesteps to control events and also takes care of growth.

19. NOMINATION AND REMUNERATION POLICY

The Policy of the Company on director’s appointment and remuneration, including criteria fordetermining qualifications, positive attributes, independence of a director and other mattersprovided under Sub- Section (3) of Section 178 of the Companies Act, 2013, adopted by theBoard, is appended as Annexure II to this Report.

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20. WHISTLE BLOWER POLICY/VIGIL MECHANISM

The Board adopted and implemented the vigil mechanism/whistle blower policy that adopts bestpractice. We have established a vigil mechanism for Directors and employees to report concernsand unethical behavior, actual or suspected fraud or violation of our code of conduct and ethics.It also provides for adequate safeguards against the victimization of persons who use suchmechanism and make provision for direct access to the chairperson of the Audit Committee.

21. POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENTAT WORKPLACE

The company has adopted a Policy on Prevention, Prohibition and Redressal of SexualHarassment at the workplace, in line with the provisions of “Sexual Harassment of Women atWorkplace (Prevention, Prohibition and Redressal) Act, 2013” and the Rules made thereunder.Further, the Company has not received any complaint of sexual harassment during the FinancialYear 2016-17.

22. PAHAL EMPLOYEE STOCK OPTION (ESOP) SCHEME

Pursuant to the approval accorded by the shareholders vide special resolution passed in lastAnnual General Meeting held on 23rd September 2016, the board had formulated an EmployeeStock Option Scheme. During the year, the company made 1,00,000 grants to 2 employees.

Mandatory ESOP Disclosure:

Disclosures as required under section 62 of the Companies Act, 2013 (to be read with rule 12 ofthe Companies (Share Capital and Debenture) Rule 2014:

Sr. No. Particulars 31st March 20171. Number of options granted beginning of year (A) 02. Number of options granted during the year (B) 1,00,0003. Number of options vested during the year 04. Number of options exercised during the year 05. Total number of shares arising as a result of exercise of option 06. Number of options lapsed during the year 07. The exercise price of the options 26 each8. Variation of terms of options None9. Money realized during the year by exercise of option 010. Number of options granted and in force at the end of the year 1,00,000

Options granted to the Key Managerial Personnel during the year

Employee name Designation Options granted Exercise Price (InRs.)

Mr. Chintan Desai Chief Financial Officer 50,000 26 each

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Any other employee who receive a grant of options in any one year of option amountingto five percent or more of options granted during the year

Employee name Designation Options granted Exercise Price (InRs.)

Mr. Dharmesh Shah General Manager –Operation

50,000 26 each

SWEAT EQUITY PLAN

In the Annual General Meeting held on 23rd September 2016 the shareholders of the companyhas approved the Sweat Equity Plan of the Company and agreed to grant 1,25,000 Equity Sharesof the Company to Mr. Kartik S Mehta and Ms. Purvi J Bhavsar each at face value i.e Rs. 10each. .The Grant Sweat Equity shares is exercisable by 22nd September 2017.

23. EMPLOYEE REMUNERATION

None of the employees of the company was in receipt of the remuneration exceeding thelimits prescribed u/s 197(12) read with rule 5, sub rule 2 of The Companies (Appointmentand Remuneration of Managerial Personnel) of the Companies Act, 2013 during the yearunder review.

The ratio of the remuneration of each director to the median employee’s remuneration andother details in terms of sub section 12 of Section 197 of the Companies Act, 2013 read withRule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 are forming part of this report as Annexure III

24. CODE OF CONDUCT AND TRAINING

Code of Conduct (CoC) is a very important tool which reflects the industry benchmarks. Itenshrines customer protection principles, good governance benchmarks and market behavior.Pahal has gone for CoC assessment and tries to improve on weaknesses at the field level.Pahal has now developed a training cell to give training to new staff and to conduct refreshertraining to existing staff. This guides the staff on their behavior with the borrowers. Pahal hasPrincipal Officer to take care of complaints received from the clients and resolve them to theirsatisfaction.

25. SIGNIFICANT AND MATERIAL ORDERS

There are no Significant and Material Orders passed by the regulators or courts or tribunalimpacting the going concern status and Company’s Operation in future.

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26. STATUTORY DISCLOSURES

The disclosures to be made under sub-section (3) (m) of section 134 of the Companies Act 2013read with Rule (8) (3) of the Companies (Accounts) Rules, 2014 by your company are explainedas under:

Information Relating to Conservation of Energy, Technology Absorption:Though the Company is not engaged in any manufacturing activity, it consistently investsin energy efficient office equipment at all its branch office locations and strives to promoteand provide funds to its borrowers to acquire eco-friendly stoves and lighting equipment.

Foreign Exchange Earnings and Outgo:There are no foreign exchange inflows and outflows transactions during the year 2016-17.

27. DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, the board of directors, to the best oftheir knowledge and ability, confirm that:

in the preparation of the annual accounts, the applicable accounting standards have beenfollowed and there are no material departures;

they have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company at the end of the financial year and of the profit ofthe Company for that period;

they have taken proper and sufficient care for the maintenance of adequate accountingrecords in accordance with the provisions of the Act for safeguarding the assets of theCompany and for preventing and detecting fraud and other irregularities;

they have prepared the annual accounts on a going concern basis;

they have laid down internal financial controls to be followed by the Company and suchinternal financial controls are adequate and operating effectively;

they have devised proper systems to ensure compliance with the provisions of all applicablelaws and that such systems were adequate and operating effectively..

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28. EXTRACT OF ANNUAL RETURN

In accordance with the section 134(3)(a) of the Companies Act 2013, the extract of the annualreturn in form MGT -9 is attached as Annexure -IV and forms part of this report.

29. ACKNOWLEDGEMENT:

Your Directors warmly appreciate the dedication and commitment of all employees. Theyacknowledge the assistance, cooperation and encouragement given to your company by theshareholders, lenders, bankers and all other stake holders who have made valuable contributionfor the growth of your Company.

For and on behalf of the Board of Directors

Date: 05th August 2017 Kartik S Mehta Purvi J BhavsarPlace: Ahmedabad Managing Director Jt. Managing Director

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ANNEXURE -I

FORM No. MR - 3

SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED 31ST MARCH, 2017

[Pursuant to section 204(1) of the Companies Act, 2013 and rule No. 9 of the Companies (Appointmentand Remuneration Personnel Rules, 2014]

To,The Members,Pahal Financial Services Private LimitedFirst Floor-2, City Mall,Nr. Rajpath Club, Opp. Madhur Hotel,S.G. Highway, BodakdevAhmedabad - 380059

I have conducted the secretarial audit of the compliance of applicable statutory provisions and the

adherence to good corporate practices by Pahal Financial Services Private Limited (hereinafter called the

“Company”). Secretarial Audit was conducted in a manner that provided me a reasonable basis for

evaluating the corporate conducts/statutory compliances and expressing my opinion thereon.

Based on my 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, I hereby report that in my 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:

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I have examined the books, papers, minute books, forms and returns filed and other 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) 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 (Issue and Listing of Debt Securities)

Regulations, 2008;

b. 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.

(v) No specific laws are applicable to the industry in which the Company operates except the RBI

regulations applicable to NBFC- Micro Financing Companies. The same has also been confirmed

by the Management.

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

(i) Secretarial Standards issued by the Institute of Company Secretaries of India.

(ii) Listing Agreement entered into by the Company with BSE Limited.

During the period under review, provisions of the following regulations were not applicable to the Company:

(i) 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;

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(ii) 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) Regulations,

1992;

c. The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)

Regulations, 2009;

d. The Securities and Exchange Board of India (Share Based Employee Benefit) Regulations,

2014

e. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009;

and

f. The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998.

During the period under review the Company has generally complied with the applicable provisions of the

Act, Rules Regulations, Guidelines, Standards, etc. mentioned above.

I further report that:

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non

Executive Directors and Independent Directors. The changes in the composition of the Board of Directors

that took place during the period under review were carried out in compliance with the provisions of the

Act.

Adequate notice is given to all directors to schedule the Board Meetings, agenda and detained 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 meetings and for meaningful participation at

the meeting.

All decisions at the meeting of the Board of Directors / Committees of the Board were taken unanimously

as recorded in the minutes of the meetings and no dissenting views have been recorded.

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I 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 above laws, rules, regulations

and guidelines.

I further report that during the audit period the company has:

(i) Issued 25,00,000 Equity shares at a premium of Rs. 22/- per share.

(ii) Issued 400 Non Convertible Debentures of Rs. 10,00,000/- each.

Place : Ahmedabad Signature :

Date : 04th August 2017 Name of PCS : Monica Kanuga

FCS No. : 3868

C P No. : 2125

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To,The Members,Pahal Financial Services Private LimitedFirst Floor-2, City Mall,Nr. Rajpath Club, Opp. Madhur Hotel,S.G. Highway, BodakdevAhmedabad - 380059

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

1. Management’s Responsibility

Management is responsible for the maintenance of the Secretarial records and for the preparation

and filing of forms, returns, documents for compliances and to ensure that they are free from

material non-compliance, whether due to fraud or error.

2. Secretarial Auditor’s Responsibility

Secretarial Audit is a process of verification of records and documents on sample or test basis. My

responsibility is to express an opinion on the secretarial compliances of certain laws by the Company

on the basis of my audit. The audit practices and processes have been followed as deemed

appropriate to provide reasonable assurance about the correctness of the records and the

confirmation of compliance. My audit process has involved verification of records and dependence

on Management representation and my opinion is based thereupon.

3. Conduct of Company’s Affairs

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.

Place : Ahmedabad Signature :

Date : 04th August 2017 Name of PCS : Monica Kanuga

FCS No. : 3868

C P No. : 2125

21

ANNEXURE II

Nomination and remuneration Policy

This policy shall act as a guideline for determining, inter-alia, qualifications, positive attributes andindependence of a director, matters relating to the remuneration, appointment, removal andevaluation of performance of the Directors, Key Managerial Personnel, Senior Management andother employees.

1. Role of Committee:

The role of the Committee shall be:

1.1 To formulate the criteria for determining qualifications, positive attributes and independenceof a director and recommend to the Board a policy, relating to the remuneration of thedirectors, key managerial personnel and other employees;

1.2 Formulation of criteria for evaluation of Independent Directors and the Board;

1.3 Identifying persons who are qualified to become directors and who may be appointed in seniormanagement in accordance with the criteria laid down, and recommend to the Board theirappointment and removal;

1.4 To guide the Board in relation to appointment and removal of Directors, Key ManagerialPersonnel and Senior Management;

1.5 To evaluate the performance of the members of the Board and provide necessary report tothe Board for further evaluation of the Board;

1.6 To recommend to the Board on Remuneration payable to the Directors, Key ManagerialPersonnel and Senior Management;

1.7 To provide to Key Managerial Personnel and Senior Management reward linked directly totheir effort, performance, dedication and achievement relating to the Company’s operations;

1.8 Devise a policy on Board diversity;

1.9 Develop a succession plan for the Board and to regularly review the plan;

1.10 Carry out any other function as is mandated by the Board from time to time and/or enforcedby any statutory notification, amendment or modification, as may be applicable.

The Nomination and Remuneration Policy has been formulated in order to bring aboutobjectivity in determining the remuneration package while striking a balance between theinterest of the Company and the shareholders.

In the context of the aforesaid criteria the following policy has been formulated by theNomination and Remuneration Committee and adopted by the Board of Directors.

22

2. Definition:

2.1 Key Managerial Personnel means

Chief Executive Officer or the Managing Director or the Manager; Whole-time director; Chief Financial Officer; Company Secretary; and Such other officer as may be prescribed

3. Applicability:

This Policy is applicable to:

3.1 Directors viz. Executive, Non-Executive and Independent;3.2 Key Managerial Personnel;3.3 Senior Management Personnel;

This Remuneration Policy shall also apply to all future / continuing employment/ engagement(s)with the Company. In other respects, the Remuneration Policy shall be of guidance for the Board.Any departure from the policy shall be recorded and reasoned in the Committee and Board meetingminutes.

4. Objective of the Policy:

The policy is framed with the objective(s):

4.1 That the level and composition of remuneration is reasonable and sufficient to attract,retain and motivate directors of the quality required to run the Company successfully.

4.2 That the relationship of remuneration to performance is clear and meets appropriateperformance benchmarks.

4.3 Remuneration to directors, key managerial personnel and senior management involves abalance between fixed and incentive pay reflecting short and long-term performanceobjectives appropriate to the working of the company and its goals.

5. Chairman:

a) Chairman of the Committee shall be an Independent Director;b) Chairperson of the Company may be appointed as a member of the Committee but shall

not Chair the Committee;c) In the absence of the Chairman, the members of the Committee present at the meeting

shall choose one amongst them to act as Chairman;d) Chairman of the Nomination and Remuneration Committee could be present at the

Annual General Meeting or may nominate some other member to answer theshareholders’ queries.

23

6. Frequency of Meetings:

The meeting of the Committee shall be held at such regular intervals as may be required.

7. Committee Members Interests:

a) A member of the Committee is not entitled to be present when his or her own remunerationis discussed at a meeting or when his or her performance is being evaluated

b) The Committee may invite such executives, as it considers appropriate, to be present atthe meetings of the Committee.

8. Appointment and Removal of Director, KMP and Senior Management:

8.1 Appointment Criteria and qualifications:

a) The Committee shall identify and ascertain the integrity, qualification, expertise andexperience of the person for appointment as Director, KMP or at Senior Managementlevel and recommend to the Board his / her appointment.

b) A person should possess adequate qualification, expertise and experience for theposition he / she is considered for appointment. The Committee has discretion to decidewhether qualification, expertise and experience possessed by a person are sufficient /satisfactory for the concerned position.

c) The Company shall not appoint or continue the employment of any person as ManagingDirector/Whole-time Director/Manager who has attained the age of seventy years.Provided that the term of the person holding this position may be extended beyond theage of seventy years with the approval of shareholders by passing a special resolutionbased on the explanatory statement annexed to the notice for such motion indicatingthe justification for extension of appointment beyond seventy years.

d) Appointment of Independent Directors is subject compliance of provisions of section 149of the Act, read with schedule IV and rules thereunder.

e) An Independent Director shall hold office for a term up to five consecutive years on theBoard of the Company and will be eligible for re-appointment on passing of a specialresolution by the Company and disclosure of such appointment in the Board's report.

f) No Independent Director shall hold office for more than two consecutive terms, but suchIndependent Director shall be eligible for appointment after expiry of three years ofceasing to become an Independent Director. Provided that an Independent Director shallnot, during the said period of three years, be appointed in or be associated with theCompany in any other capacity, either directly or indirectly. However, if a person whohas already served as an Independent Director for 5 years or more in the Company ason 1 October, 2014 or such other date as may be determined by the Committee as perregulatory requirement, he / she shall be eligible for appointment for one more term of5 years only.

24

g) The Term / Tenure of the Directors shall be governed as per provisions of the Act, andrules made thereunder as amended from time to time.

8.2 Non-Executive Director: The Non-Executive Directors shall be evaluated on the basis ofthe following criteria i.e.

Whether they:

a) act objectively and constructively while exercising their duties;b) exercise their responsibilities in a bona fide manner in the interest of the company;c) devote sufficient time and attention to their professional obligations for informed and

balanced decision making;

d) do not abuse their position to the detriment of the company or its shareholders or for thepurpose of gaining direct or indirect personal advantage or advantage for any associatedperson;

e) refrain from any action that would lead to loss of his independence;f) inform the Board immediately when they lose their independence;g) assist the company in implementing the best corporate governance practices;h) strive to attend all meetings of the Board of Directors and the Committees;i) participate constructively and actively in the committees of the Board in which they are

chairpersons or members;j) strive to attend the general meetings of the company;k) keep themselves well informed about the company and the external environment in which

it operates;l) do not to unfairly obstruct the functioning of an otherwise proper Board or Committee of

the Board;m) Moderate and arbitrate in the interest of the company as a whole, in situations of conflict

between management and shareholder’s interest;n) abide by Company’s Memorandum and Articles of Association, company’s policies and

procedures including code of conduct.

8.3 Removal:

Due to reasons for any disqualifications mentioned in the Act, rules made thereunder or underany other applicable Act, rules and regulations, the Committee may recommend, to the Boardwith reasons recorded in writing, removal of a Director, KMP or Senior Management subject tothe provisions and compliance of the said Act, rules and regulations.

9. Matters relating to the remuneration, perquisites for the Whole-time Director, KMP andSenior Management Personnel

The remuneration/compensation/ profit-linked commission etc. to the Whole Time Director,Directors will be determined by the Committee and recommended to the Board forapproval.

Increments to the existing remuneration/ compensation structure shall be approved by theCommittee.

Where any insurance is taken by the Company on behalf of its Whole-time Director, ChiefExecutive Officer, Chief Financial Officer or Company Secretary for indemnifying any ofthem against any liability, in respect of any negligence, default, misfeasance, breach of

25

duty or breach of trust for which they may be guilty in relation to the company, thepremium paid on such insurance shall not be treated as part of the remuneration payableto any such personnel.

Sitting Fees:

The Non-executive/ Independent Directors of the Company shall be paid sitting fees asper the applicable Regulations and no sitting fee is paid to Non-Independent Directors.The quantum of sitting fees will be determined as per the recommendation of Nominationand Remuneration Committee and approved by the Board of Directors of the Company.

Profit Linked Commission:

The profit –linked Commission shall be paid within the monetary limit approved by theshareholders of the Company subject to the same not exceeding 1% of the net profits ofthe Company computed as per the applicable provisions of the Regulations.

Stock Options:

Pursuant to the provisions of the Act, an Independent Director shall not be entitled toany stock option of the Company. Only such employees of the Company and itsSubsidiaries as approved by the Nomination and Remuneration Committee will be grantedESOPs.

9.1 Remuneration to Senior Management Personnel, Key Managerial Personnel andOther Employees:

The Senior Management Personnel and other employees of the Company shall be paidmonthly remuneration as per the Company’s HR policies and/ or as may be approved by theCommittee. The break-up of the pay scale and quantum of perquisites including employer’scontribution to P.F, pension scheme, medical expenses, club fees etc. as per the Company’sHR policies.

10. Amendments to the policy

The Board of Directors on its own and/ or as per the recommendations of Committee can amendthis policy, as and when deemed fit.

In case of any amendment(s), clarification(s), circular(s) etc. issued by the relevant authorities,not being consistent with the provisions laid down under this Policy, then such amendment(s),clarification(s), circular(s) etc. shall prevail upon the provisions hereunder and this Policy shallstand amended accordingly from the effective date as laid down under suchamendment(s),clarification(s), circular(s) etc.



26

ANNEXURE III

Analysis of Managerial Remuneration

Pursuant to Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules, 2014 the statistical analysisof the remuneration paid to Directors and Key Managerial Personnel (KMP) as against the otheremployees of the company and with respect to the performance of the company (PAT) is givenbelow:

1. The ratio of the remuneration of each director to the median remuneration of the employeesof the company for the financial year 2016-17:

Name of the Director Ratio ofremuneration tomedian employee ofthe company *

Percentage increase in theremuneration for theFinancial Year 2016-17 ascompared to previous yearremuneration

Ms. Daksha N Shah - -Ms. Purvi J Bhavsar 24.25:1 26.32Mr. Kartik S Mehta 24.25:1 26.32

*Median remuneration of the employees of the company be Rs. 1,42,524.

2. The percentage increase in remuneration of following Key Managerial Personnel(KMP) , if any, in the financial year 2016-17

Name of the KMP Designation Percentage increase in theremuneration for the Financial Year2016-17 as compared to previousyear remuneration

Mr. Kartik S Mehta Managing Director 26.31Ms. Purvi J Bhavsar Jt. Managing Director 26.31Mr. Chintan Desai Chief Financial Officer 23.57Ms. Nikita Sharma Company Secretary 32.50

3. The percentage increase in the median remuneration of the employees in the financial year2016-17: 11.73 %

4. The number of permanent employees on the rolls of the company as on 31st March 2017:256

5. Variation in the net worth of the Company as at the close of the current financial year andprevious financial year:52.69%

6. Average Percentile increase in the Salaries of the Employees other than Managerial Personnelis around 21.00 % and increase in salary of Managerial Personnel during last financial yearis disclosed in point 2 mentioned above.

27

7. Key Parameters for any variable component of remuneration (i.e. Commission) availed bythe Directors are based on their contribution at the Board, time spent on operational mattersand other responsibilities assigned. N.A.

8. None of the Employee other than director(s) received remuneration in excess of the highestpaid Director during the Financial Year 2016-17.

9. It is hereby affirmed that the remuneration paid during the year is as per the RemunerationPolicy of the Company.



28

ANNEXURE IV:

FORM NO. MGT 9EXTRACT OF ANNUAL RETURN

As on financial year ended on 31.03.2017Pursuant to Section 92 (3) of the Companies Act, 2013 and rule 12(1) of the Companies

(Management & Administration) Rules, 2014.

I. REGISTRATION AND OTHER DETAILS

CIN:- U65910GJ1994PTC082668Registration Date: 01.12.1994Name of the Company: Pahal Financial Services Private LimitedCategory / Sub-Category of theCompany:

Private Company/ Non - Banking FinancialCompany

Address of the Registered office andcontact details:

First Floor – 2, City Mall, Nr. Rajpath Club, opp.Madhur Hotel, S.G Highway, Bodakdev,Ahmedabad -380059

Phone: 079-40373857Email: [email protected]: www.pahalfinance.com

Whether listed company Debt Listed Company

Name, Address and Contact details ofRegistrar and Transfer Agent

Link In time India Private Limited

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business activities contributing 10 % or more of the total turnover of the company shallbe stated:-

Sl. No.Name and Description of mainproducts / services

NIC Code of theProduct/ service

% to totalturnover ofthe company

1 Granting loans to individuals 99711352 100%

III. PARICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES:

Sl. No. Name &Address oftheCompany

CIN Holding/Subsidiary/Associate % of sharesheld

ApplicableSection

NOT APPLICABLE

29

IV.SHAREHOLDING PATTERN (Equity Share Capital Breakup as a percentage of TotalEquity)

(i) Category Wise Shareholding

Category ofShareholders

No. of Shares held at the beginning ofthe year No. of Shares held at the end of the year

%Changeduring

the yearDemat Physical Total

% ofTotalShares*

Demat Physical Total

% ofTotalShares*

A. Promoters(1) Indian

a) Individual/ HUF - 10,81,496 10,81,496 12.26 - 9,57,137 9,57,137 8.45 (3.81)b) Central Govt - - - - - - - - -c) State Govt(s) - - - - - - - - -d) Bodies Corp. - - - - - - - - -e) Banks / FI - - - - - - - - -f) Any other - - - - - - - - -

Sub-total (A) (1) NIL 10,81,496 10,81,496 12.26 NIL 9,57,137 9,57,137 8.45 (3.81)(2) Foreign

a) NRI -Individuals - - - - - - - - -

b) OtherIndividuals - - - - - - - - -

c) Bodies Corp. - - - - - - - - -d) Banks/FI - - - - - - - - -e) Any Other - - - - - - - - -f) Sub Total (A)

(2) NIL NIL NIL NIL NIL NIL NIL NIL NIL

Total shareholdingof promoters NIL 10,81,496 10,81,496 12.26 NIL 9,57,137 9,57,137 8.45 (3.81)

30

(A)= (A) (1) +(A) (2)

B. PublicShareholding1. Institutions - - - - - - - - -a) Mutual Funds - - - - - - - - -b) Banks / FI - - - - - - - - -c) Central Govt - - - - - - - - -d) State Govt(s) - - - - - - - - -e) Venture CapitalFunds - - - - - - - - -

f) InsuranceCompanies - - - - - - - - -

g) FIIs - - - - - - - - -h) Foreign Venture

Capital Funds - - - - - - - - -

i) Others (specify) - - - - - - - - -Sub-total (B)(1):- Nil Nil Nil Nil Nil Nil Nil Nil Nil

2. Non-Institutionsa) Bodies Corp.i) Indian - - - - - 8,44,359 8,44,359 7.46 7.46ii) Overseas - - - - - - - - -b) Individualsi) Individual

shareholdersholding nominalshare capital uptoRs. 1 lakh

- 10,000 10,000 0.11 - 10,000 10,000 0.09 (0.02)

ii) Individualshareholdersholding nominalshare capital inexcess of Rs 1 lakh

- 77,28,115 77,28,115 87.63 - 95,08,115 95,08,115 84.00 (3.63)

c) Others (specify) - - - - - - - - -Non Resident

Indians - - - - - - - - -

Overseas CorporateBodies - - - - - - - - -

Foreign Nationals - - - - - - - - -Clearing Members - - - - - - - - -

31

Trusts - - - - - - - - -Foreign Bodies - D R - - - - - - - - -

Sub-total (B)(2):- Nil 77,38,115 77,38,115 87.74 Nil 1,03,62,474 1,03,62,474 91.55 3.81

Total PublicShareholding(B)=(B)(1)+ (B)(2)

Nil 77,38,115 77,38,115 87.74 NIL 1,03,62,474 1,03,62,474 91.55 3.81

C. Shares held byCustodian for GDRs&ADRs

- - - - - - - - -

Grand Total(A+B+C) Nil 88,19,611 88,19,611 100.00 Nil 1,13,19,611 1,13,19,611 100.00

*The term total shares does not include the 30,00,000 Optionally Convertible Preference Shares issued to SIDBI.

(ii) Shareholding of Promoter-

Sr.No.

Shareholder’sName

Shareholding at the beginning of theyear Shareholding at the end of the year

% change inshareholdingduring theyear

No. ofShares

% of totalShares of

thecompany

%of SharesPledged /encumberedto totalshares

No. ofShares

% of totalShares of

thecompany

%of SharesPledged /encumberedto totalshares

1 Ms. Daksha NShah 1,24,359 1.41 -

0 0- (1.41)

2 Ms. Purvi JBhavsar 5,40,469 6.13 -

5,40,469 4.77- 1.36

3 Mr. Kartik SMehta 4,16,668* 4.72 -

4,16,668 3.68- 1.04

32

*No. of Shares includes the shares held as Karta of HUF.The above shareholding of promoters of the company is inclusive of their joint shareholding.

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

iv) Shareholding Pattern of top ten Shareholders (Other than Directors, Promoters and Holders of GDRs and ADRs)

Sr.No.

Name of Top10Shareholders

Shareholding at thebeginning of the year Date

Increase/Decrease in

ShareholdingReason

CumulativeShareholdingduring theyear

No. ofShares

% oftotalshares

No. of shares% oftotalshares

1. Mr. VimalKhandwala 12,29,812 13.94

26.08.2016 8,50,000 Purchase 20,79,81218.37

31.03.2017 20,79,812

2. Mr. RajeshKhandwala 12,29,803 13.94

26.08.2016 8,50,000 Purchase 20,79,80318.37

31.03.2017 20,79,803

3 Mr. Girish NPatel 18,00,000 20.41 31.03.2017 No Movement during the year 18,00,000 15.90

Sr. No. Name

Shareholdingat the

beginning ofthe year -1st

April 2016

DateIncrease/

Decrease inShareholding

ReasonCumulative Shareholdingduring the year(01-04-2016 to31.03.2017)

No. ofshares

% of total equityshares of thecompany

1 Kartik S Mehta 4,16,668 No change during the year 4,16,668 3.682 Purvi J Bhavsar 5,40,469 No change during the year 5,40,469 4.77

3 Daksha N Shah 1,24,359 14.06.2016 -80,000 Sale 44,359 0.3905.07.2016 -44,359 Sale 0 0

33

4 M/s KusumFinserve LLP 0 0

05.07.2016 44,359Purchase

44,359 0.3926.08.2016 8,00,000 8,44,359

7.4631.03.2017 8,44,359

5 Mr. SandeepMittal 5,40,000 6.12 31.03.2017 No Movement during the year 5,40,000 4.77

6 Ms. MeenalJai Singh 3,90,000 4.42 31.03.2017 No Movement during the year 3,90,000 3.45

7 Mr. ZubeenMehrotra 2,50,000 2.83 31.03.2017 No Movement during the year 2,50,000 2.21

8

Mr. Jignesh J.Shah J/w.Ms. Kanan J.Shah 225000 2.55 31.03.2017

No Movement during the year

2,25,000 1.99

9

Mr. JayendraKanaiyalalBhavsar 220000 2.49 31.03.2017

No Movement during the year2,20,000 1.94

10

Mr. PrashantSandeepMittal 187500 2.13 31.03.2017

No Movement during the year1,87,500 1.66

34

v) Shareholding of Director and Key Managerial Personnel

Sr.No.

Name ofDirector/KMP

Shareholding at thebeginning of the year Date

Increase/Decrease in

ShareholdingReason

CumulativeShareholdingduring theyear

No. ofShares

% oftotalshares ofthecompany

No

Mov

emen

t dur

ing

the

year No. of shares

% of totalshares of thecompany

1 Mr. Kartik S Mehta 4,16,668 4.72 4,16,668 3.682 Ms. Purvi J Bhavsar 5,40,469 6.13 5,40,469 4.773 Mr. Ambalal B Panchal - - - -

4Mr. Padmanabh P

Vora 1,44,000 1.63 1,44,000 1.27

5Mr. Venkatraman GIyer 25,000 0.28 25,000 0.22

6 Mr. Chintan C Desai - - - -7 Ms. Nikita Sharma - - - -

V. INDEBTEDNESS OF THE COMPANY INCLUDING INTEREST OUTSTANDING/ACCRUEDBUT NOT DUE FOR PAYMENT

(Rs. In lacs)Secured Loansexcludingdeposits

UnsecuredLoans Deposits Total

Indebtedness

Indebtedness at the beginning of the financialyeari) Principal Amount

12,012.46 - - 12,012.46

ii) Interest due but not paid - - - -

iii) Interest accrued but not due 34.30 - - 34.30

Total (i+ii+iii) 12,046.76 - - 12,046.76

Change in Indebtedness during the financialyear

35

* Addition 13,775.00 500.00 - 14,275.00

* Reduction 11,855.05 - - 11,855.05

Net Change 1,919.95 500.00 - 2,419.95

Indebtedness at the end of the financial year

i) Principal Amount 13,932.42 500.00 - 14,432.42

ii) Interest due but not paid - - - -

iii) Interest accrued but not due 47.31 - - 47.31

Total ( i+ ii + iii) 13,979.73 500.00 - 14,479.73

VI.REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to Managing Director, Whole Time Director and/or Manager

SN. Particulars of Remuneration Name of MD/WTD/ Manager TotalAmount(In Rs.)

Mr. Kartik S Mehta Ms. Purvi J Bhavsar

Managing Director Jt. ManagingDirector

1 Gross salary 34,56,000 34,56,000 69,12,000

(a) Salary as per provisions containedin section 17(1) of the Income-taxAct, 1961

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

38,448 38,448 76,896

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

2 Stock Option

3 Sweat Equity

36

4 Commission- as % of profit- others, specify…

5 Others, please specify

Total (A) 34,94,448 34,94,448 69,88,896

Ceiling as per the Act

B. Remuneration to Non - Executive Directors

SN. Particulars ofRemuneration

Name of Directors Total Amount

(In Rs.)

VenkatramanG Iyer

PadmanabhP Vora

Ambalal BPanchal

Ajit N Jha

1 IndependentDirectors

Fee for attendingboard committeemeetings

77,500 - 50,000 - 1,27,500

Commission - - - - -

Others, pleasespecify

- - - - -

Total (1) 77,500 - 50,000 - 1,27,500

2 Other Non-ExecutiveDirectors

- - - - -

Fee for attendingboard committeemeetings

- 77,500 - - 77,500

Commission - 5,00,000 - - 5,00,000

Others, pleasespecify

- - - - -

Total (2) - 5,77,500 - - 5,77,500

37

Total (B)=(1+2) 77,500 5,77,500 50,000 - 7,05,000

Total ManagerialRemuneration

-

Overall Ceiling asper the Act

-

C. Remuneration To Key Managerial Personnel other than MD/Manager/WTD

SN Particulars of Remuneration Key Managerial Personnel

Company Secretary CFO Total

1 Gross salary 3,18,000 16,51,920 19,69,920

(a) Salary as per provisions containedin section 17(1) of the Income-taxAct, 1961

- - -

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

- - -

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

- - -

2 Stock Option - - -

3 Sweat Equity - - -

4 Commission - - -

- as % of profit - - -

others, specify… - - -

5 Others, please specify - - -

Total 3,18,000 16,51,920 19,69,920

38

VII. Penalties / Punishment/ Compounding Of Offences: N I L

Type Section of theCompanies Act

Details of thePenalty, Fees

Authorityimposing(RD/NCLT/Court)

Details of Appealmade if any

Penalty - - - -

Compounding - - - -

Other Officers inDefault

- - - -

Penalty - - - -

Punishment - - - -

Compounding - - - -



1

Notice of Annual General Meeting

Notice is hereby given that Annual General Meeting (AGM) of the Members of Pahal Financial Services PrivateLimited having CIN – U65910GJ1994PTC082668 will be held on Monday, 25th September 2017 at 11.00 am atits Registered Office situated at First Floor -2, City Mall, Nr. Rajpath Club, Opp. Madhur Hotel, S. G Highway,Bodakdev, Ahmedabad - 380059 to transact the following business:

Ordinary Business:

Item No. 1: Adoption of Financial Statements:

To receive, consider and adopt the financial statements of the company for the year ended 31st March 2017,including the Audited Balance Sheet as at 31st March 2017, the Statement of Profit and Loss for the year endedon that date together with Reports of the Board of Directors and the Auditors thereon.

Item No.2: – Declaration of Dividend

To confirm the payment of Interim Dividend to the Preference Shareholders of the Company for the FinancialYear 2016-17 @Rs. 0.90 per preference shares.

To declare a Final Dividend on Equity Shares for the Financial Year 2016-17 @Rs. 0.20 per equity shares.

Item No. 3:- Ratification of appointment of Statutory Auditor

To ratify the appointment of Statutory Auditor of the Company, and to fix their remuneration and in this regard,to consider and if thought fit, to pass with or without modification(s) the following resolution as an OrdinaryResolution:

“RESOLVED THAT, pursuant to provisions of Section 139, 142 and other applicable provisions, if any, of theCompanies Act 2013 (the Act) read with Companies {Audit and auditors} Rules 2014, { including any statutorymodification(s) or re-enactment thereof , for the time being in force} and pursuant to the resolution passed bythe members at the Annual General Meeting of the Company held on 25th July 2014, the appointment of M/sManubhai & Shah LLP (Previously known as M/s Manubhai & Shah) Chartered Accountants (Firm Registrationno. 106041W) who hold office till the conclusion of the 9th AGM be and is hereby ratified for the F.Y 2017-18at such remuneration as may be mutually agreed between the Board of Directors of the Company and theAuditors”

“RESOLVED FURTHER THAT the Board of Directors of the Company, be and is hereby authorized to do all suchacts, deeds, matters and things as may be considered necessary, desirable or expedient to give effect to givethis resolution”

2

Special Business:

Item No. 4:- Approval of Pahal Sweat Equity Plan 2016 (modified)

To consider and, if thought fit, to pass with or without modification(s), the following Resolution as a SpecialResolution:

“RESOLVED THAT in modification of earlier special resolution passed in the annual general meeting ofshareholders of the company held on 23rd September 2016 and in pursuance of the provisions of Section 54 readwith the Rule 8 of Chapter IV and other applicable provisions, if any, of the Companies Act, 2013 (including anystatutory modification(s) or re-enactment thereof for the time being in force, in short “Act” or “the Act”), therelevant provisions of the Memorandum and Articles of Association of the Company, and subject to theapproval(s), consent(s), permission(s) and/or sanction(s) as may be required from appropriate regulatoryauthorities/ institutions or bodies and subject to such terms and conditions as may be prescribed/imposed bythe appropriate regulatory authorities/ institutions or bodies while granting such approval(s), consent(s),permission(s) and/or sanction(s), the consent of the members be and is hereby accorded to the Board ofDirectors of the Company (hereinafter referred to as the “Board” which term shall be deemed to include anyCommittee, which may exercise its powers, including the powers conferred by this resolution) to issue and allotEquity Shares under the ‘Pahal Sweat Equity Plan 2016 (modified)’ of the company as Sweat Equity on face valueof the company, for the intangible value additions made by the following directors of the Company on suchterms and conditions as may be fixed or determined by the Board :-

Name of Director Designation of EmployeeMr. Kartik S Mehta Promoter Director (Managing Director)Ms. Purvi Bhavsar Promoter Director (Jt. Managing Director)

“RESOLVED FURTHER THAT the Equity Shares allotted pursuant to the Pahal Sweat Equity Plan 2016 (modified)shall be locked in for a period of three years from the date of allotment.”

“RESOLVED FURTHER THAT such Equity Shares, upon allotment, shall rank pari pasu in all respects with theexisting Equity Shares of the Company.”

“RESLVD FURTHER THAT the Board of Directors or any committee of Board of Directors or any other personauthorised by Board or such committee, be and is hereby authorized to do all such acts, deeds, matters andthings as may be considered necessary, desirable or expedient for the purpose of giving effect to thisresolution.”

Item No. 5:- Issuance of Sweat Equity shares pursuant of Pahal Sweat Equity Plan 2016 (modified)

To consider and, if thought fit, to pass with or without modification(s), the following Resolution as a SpecialResolution:

“RESOLVED THAT pursuant to Pahal Sweat Equity Plan 2016 (modified) and the provisions of Section 54 readwith the Rule 8 of Chapter IV and other applicable provisions, if any, of the Companies Act, 2013 (including anystatutory modification(s) or re-enactment thereof for the time being in force, in short “Act” or “the Act”), therelevant provisions of the Memorandum and Articles of Association of the Company, and subject to theapproval(s), consent(s), permission(s) and/or sanction(s) as may be required from appropriate regulatory

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authorities/ institutions or bodies and subject to such terms and conditions as may be prescribed/imposed bythe appropriate regulatory authorities/ institutions or bodies while granting such approval(s), consent(s),permission(s) and/or sanction(s), the consent of the members be and is hereby accorded to issue and allot total5,00,000 sweat equity shares of Rs. 10/- each fully paid-up for cash at par i.e. at face value as under:

Sr. No. Name No. of shares of Rs. 10/- each1 Kartik Shailesh Mehta

Managing Director1C, 72, Kalpataru Estate, Jogeshwari, VikroliLink Road, Andheri East, Mumbai -400093Occupation : Service

2,50,000

2 Purvi Jayendra BhavsarJt. Managing Director15, Basant Bahar-2, Nr. Homeopathic College, Bopal-GhumaRoad, Ahmedabad-380058Occupation : Service

2,50,000

“RESOLVED FURTHER THAT the aforesaid resolution shall be valid for a period 12 months from the date ofpassing or such other period as may be permissible under the Act”.

“RESOLVED FURTHER THAT the Equity Shares allotted pursuant to the aforesaid resolution shall rank pari pasuin all respects with the existing Equity Shares of the Company.”

“RESOLVED FURTHER THAT the Board of Directors or any committee of Board of Directors or any other personauthorised by Board or such committee, be and is hereby authorized to do all such acts, deeds, matters andthings as may be considered necessary, desirable or expedient for the purpose of giving effect to thisresolution.”

On behalf of the Board of Directors

Sd/-Date: 05.08.2017 Kartik S MehtaPlace: Ahmedabad (Managing Director)

Notes:

1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE ANNUAL GENERAL MEETING (THE MEETING) ISENTITLED TO APPOINY A PROXY TO ATTEND AND VOTE IN THE MEETING INSTEAD OF HIMSELF/HERSELF,AND THE PROXY NEED NOT BE A MEMBER OF THE COMPANY. THE DULY STAMPED, FILLED AND SIGNEDINSTRUMENT APPOINTING THE PROXY, SHOULD, HOWEVER, MUST BE DEPOSITED AT THE REGISTEREDOFFICE NOT LESS THAN 48(FORTY EIGHT)HOURS BEFORE COMMENCEMENT OF THE MEETING.

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2. A person can act as a proxy on behalf of members not exceeding 50 (Fifty) members and holding inaggregate not more than 10 (ten) percent of the total share capital of the company carrying voting rights.A member holding more than 10 (ten) percent of the total share capital of the company carrying votingright may appoint a single person as proxy and such person shall not act as proxy for any other person orshareholder.

3. An Explanatory Statement setting out material facts pursuant to section 102 of the Companies Act 2013relating to the Special Business to be transacted at the Annual General Meeting is annexed hereto andform part of this notice.

4. Payment of Dividend as recommended by the Directors, if approved at the Meeting, will be made to thosemembers whose names are on the Company’s Register of Members at the end of business hours of 05th

August 2017.

5. Members are requested to note that Dividends not encashed or remaining unclaimed for a period of 7(seven) years from the date of transfer to the Company’s Unpaid Dividend Account(s)/ Money shall betransferred to the Investor Education and Protection Fund (IEPF) established under Section 205 C of theCompanies Act, 1956.

6. Members are requested to advise any change in their address in written immediately to the Company atits Registered Office.

7. Members desiring any information relating to the accounts are requested to write to the Company well inadvance so as to enable the management to keep the information ready.



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ANNEXURE TO THE NOTICEEXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013

Item No. 4

In terms of Pahal Sweat Equity Plan 2016, the Company has earlier agreed to grant certain Equity Shares of Rs.10 each fully paid up, to Mr. Kartik Mehta and Ms. Purvi Bhavsar each, as Sweat Equity Shares at face value inlieu of the intangible value additions made by the Promoter Directors in the Company to be valued by amerchant banker pursuant to Rule 8 of Companies (Share Capital and Debentures) Rules, 2014.

Pursuant to the Rule, the Company had obtained valuation report from an independent valuer (a merchantbanker registered with SEBI) certifying net aggregate fair value addition of Rs. 591.44 Lacs. Considering theaforesaid valuation report vis-à-vis Pahal Sweat Equity Plan -2016, the Board of Directors of the Companyconfirmed and approved to issue and allot total 2,50,000 Equity Shares of Rs.10/- each fully paid up as SweatEquity Shares on face value of the shares of value addition brought in by Mr. Kartik S Mehta and Ms. Purvi JBhavsar. The said granted sweat equity shares are to be subscribed by them by 22nd September, 2017 as perspecial resolution passed in earlier annual general meeting held on 23rd September 2016.

Subsequent to the same, your company has obtained professional advise whereupon it came to know thatsweat equity shares may be issued and allotted upon actual or anticipated “value additions” or “economicbenefits” derived or to be derived by the company from such person to whom seat equity is being issued forwhich the consideration is not paid or included in the normal remuneration payable under the contract ofemployment. Accordingly, your Board of Directors as well as its committee(s) has considered and approvedthe revised plan named Pahal Sweat Equity Plan -2016 vide board meeting held on 05th August 2017.

The main / salient features of the said plan are as under:

a) The date of the Board Meeting at which the proposal for issue of Sweat Equity Shares is approved:

The Board of Directors has approved the Pahal Sweat Equity Plan 2016, at its meeting held on 13th July 2016and the number of Shares to be issued as Sweat Equity in the first tranche to the Promoter Directors of theCompany, at its meeting held on 30th July 2016. Pahal Sweat Equity Plan 2016 (modified) is also approvedby Board of Directors at its meeting held on 05th August 2017.

b) The Justification for the issue:

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Mr. Kartik S Mehta and Ms. Purvi J Bhavsar, the Promoter Directors of the Company, since their inductionin 2011 has helped the Company to gain various intangible benefits over and above the tangible benefitswhich paved the way for the Company for its growth and prosperity. In light of this, the Company concludesto confer some tangible benefits, for the sweat they have contributed, over and above normalremuneration.

c) The Class of shares under which sweat equity shares are intended to be issued:Equity Shares of Rs. 10/- each

d) The total number of shares to be issued as sweat equity:

Under this Plan i.e. Pahal Sweat Equity Plan 2016 (modified), the eligible Employees will be entitled to

the Sweat Equity over a period of 5 years commencing from the date of passing of special resolution vide

earlier annual general meeting of members held on 23rd September 2016 in the following manner:

Year Maximum Sweat Equity to each of the Eligible Employee (Rs. In Lacs)

1st year Shares of value of upto Rs. 12.5 Lacs to each Eligible Employee

2nd year Shares of value of upto Rs. 25 Lacs to each Eligible Employee

3rd year Shares of value of upto Rs. 37.5 Lacs to each Eligible Employee

4th year Shares of value of upto Rs. 50 Lacs to each Eligible Employee

5th year Shares of value of upto Rs. 75 Lacs to each Eligible Employee

e) The class or classes of Directors or Employees to whom such equity shares are to be issued:

Two Directors are being issued shares under Sweat Equity:

Name of Employee/ Director Designation

Mr. Kartik Mehta Promoter/Managing Director

Ms. Purvi Bhavsar Promoter/Jt. Managing Director

f) The principal terms and conditions on which sweat equity shares are to be issued:

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The eligible Employees will be entitled to the Sweat Equity at face value of Rs. 10/- each over a period of 5years commencing from 23rd September 2016, in the following manner:

a) The Board of Directors shall grant Sweat Equity to eligible Employees and in accordance with the

terms and conditions of this Plan for the time being in force.

b) The Sweat Equity shall be granted to the Employees wherein Equity Shares shall be issued with

consideration i.e. at face value or as determined by the Board at the time of giving the Grant.

c) The Company shall ensure such Authorized Capital as required to allot Equity Shares to the

Employees under the Sweat Equity Plan.

d) The Grant to an Employee shall be personal to him/her and shall not be assignable or transferable

by the Employee otherwise than as permitted under this Plan.

g) The time period of association of such person with the company:

Name of Employee/ Director Date of Joining Time Period of Associationwith the Company (Years)

Mr. Kartik S Mehta 08/02/2011 6 years

Ms. Purvi J Bhavsar 08/02/2011 6 years

h) The names of the directors or employees to whom the sweat equity shares will be issued and theirrelationship with the promoter or/and Key Managerial Personnel:

Name Relationship with Promoter or/and KMP

Mr. Kartik S Mehta Promoter/Managing Director

Ms. Purvi J Bhavsar Promoter/Jt. Managing Director

i) The price at which the sweat equity shares are proposed to be issued:The Sweat Equity Shares will be issued to these Directors on face value.

j) The consideration including consideration other than cash, if any to be received for the sweat equity:No kind of consideration is being received other than cash. The shares shall be issued at Face Value as perdetails shown in clause d) above.

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k) The ceiling on managerial remuneration, if any, be breached by issuance of such sweat and how it isproposed to be dealt with:This provision is applicable on Public Listed Companies. Therefore our Company being a private limitedcompany, does not fall under the purview of this provision.

l) A statement to the effect that the company shall conform to the applicable accounting standards:The Company will confirm the applicable accounting standards from time to time.

m) Diluted earnings per share pursuant to the issue of sweat equity shares, calculated in accordance withthe applicable accounting standards: considering dynamic nature of modified plan, it is not ascertainableas of now.

The Managing and Jt. Managing Directors of the Company (and/or their immediate relatives being theshareholders of the Company), are considered to be interested in the said resolution to the extent ofproposed sweat equity shares which may be allotted to them. Your Directors recommend the Resolutionfor your approval.

Item No. 5:-

In terms of Pahal Sweat Equity Plan 2016 (modified), the Company has agreed to grant 2,50,000 Equity Sharesof Rs. 10 each fully paid up, to Mr. Kartik Mehta and Ms. Purvi Bhavsar each, as Sweat Equity Shares at facevalue in lieu of the intangible value additions made by the Promoter Directors in the Company. Such sweatequity shares may be issued and allotted upon actual or anticipated “value additions” or “economic benefits”derived or to be derived by the company from such person to whom seat equity is being issued for which theconsideration is not paid or included in the normal remuneration payable under the contract of employment.

The object of the issue Sweat Equity Shares – for value addition to Mr. Kartik S.Mehta and Ms. Purvi J. Bhavsar

The total number of Shares or other securitiesto be issued

5,00,000

The price or price band at/within which theallotment is proposed

Rs. 10/- each

Basis on which the price has been arrived atalong with report of the registered valuer

Comparable Companies Multiples (CCM) Methodology –report of Corporate Professionals Cap. P. Ltd. (Category 1Merchant Banker registered with SEBI)

Relevant date with reference to which the pricehas been arrived at

23/09/2016

The class or classes of persons to whom theallotment is proposed to be made

Managing Director and Jt. Managing Director

Intension of promoters, directors, keymanagerial personnel to subscribe to offer

Value addition

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The proposed time line within which theallotment shall be completed

12 months

The name of the proposed Allottees and thepercentage of post allotment capital that maybe held by them.

* Shareholding mentioned is inclusive of jointholding and shares held as karta of HUF.

*Mr. Kartik S. Mehta –5.64Ms. Purvi J. Bhavsar-6.69

The change in control, if any, in the companythat would occur consequent upon the offer

No change except to the extent of allotment, shareholdingwould undergo change

The no. of persons to whom allotment onpreferential basis have already made during theyear, in terms of no. of securities as well as price

SecurityDescription

No. ofAllottees

@ Rs.each

No. ofsecurity(ies)

PreferenceShares

1 10/- 30,00,000

The justification for the allotment proposed tobe made for consideration other than cashtogether with valuation report of the registeredvaluer

Value addition – shares are proposed to be allotted at facevalue

The pre issue and post issue shareholdingpattern of the company

As per annexure-A

The Managing and Jt. Managing Directors of the Company (and/or their immediate relatives being theshareholders of the Company), are considered to be interested in the said resolution to the extent of proposedsweat equity shares which may be allotted to them. Your Directors recommend the Resolution for yourapproval.

Annexure –A

Sr. No. Category Pre Issue Post Issue

No. of Shares held % of shareholding No. of Shares held % of shareholding

A. Promoter’s holding

1. Indian

1.Individual (Including Jointholding and holding as karta)

9,57,137 8.46 14,57,137 12.33

2.Bodies Corporate - -

3.Sub Total 9,57,137 8.46 14,57,137 12.33

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2. Foreign Promoters - - - -

4. 2.

Sub Total (A) 9,57,137 8.46 14,57,137 12.33

B. Non Promoters’ holding - - - -

1. Institutional Investor - - - -

2. Non Institution:

LLP 8,44,359 7.46 8,44,359 7.14

Directors and Relatives 4,89,000 4.32 4,89,000 4.14

Indian Public

Others (Including NRIs) 90,29,115 79.76 90,29,115 76.39

Sub Total (B) 1,03,62,474 91.54 1,03,62,474 87.67

Grand Total 1,13,19,611 100.00 1,18,19,611 100.00



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PROXY FORM

(Pursuant to Section 105(6) of the Companies Act, 2013 and Rule 19(3) of the Companies (Management andAdministration) Rules, 2014)

Name of the Member(s) …………………………………………. E mail id : ……………………………………………………………..

Registered address ………………………………………………….. Folio No.: ……………………………………………………………

I/We being the member(s) ………………………………………….Shares of the above named company, hereby appoint:

1) ………………………………………R/o …………………………having email id ……………………………………..or failing him

2) ………………………………………R/o …………………………having email id ……………………………………..or failing him

3) ………………………………………R/o …………………………having email id ………………………………………………………….

and whose signature(s) are appended below, as my/our proxy to attend and vote (on a poll) for me/us and onmy behalf at the Annual General Meeting of the Company, to be held on Monday, 25th September 2017 at11:00 A.M at “First Floor-2, City Mall, Nr. Rajpath Club, Opp. Madhur Hotel, S.G Highway, Bodakdev,Ahmedabad – 380059 and at any adjournment thereof in respect of such resolutions as are indicated below:

Sr. No. Resolution1 Adoption of Financial Statement2 To declare Dividend for the Financial Year 2016-173 Ratification of appointment of M/s Manubhai & Shah, Chartered Accountants, as Statutory

Auditor4 Approval of Pahal Sweat Equity Plan 2016 (modified)

5 Issuance of Sweat Equity shares pursuant of Pahal Sweat Equity Plan 2016 (modified)

Signed this……...........................…. day of…….......................….2017

____________________ ________________________Signature of Shareholder Signature of Proxy holder

Rs. 1RevenueStamp

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Notes:

1. A Proxy need not be a member of the Company.

2. This form of proxy, in order to be effective should be duly completed and deposited at the RegisteredOffice of the Company not less than 48 hours before the commencement of the meeting.

3. A person can act as a proxy on behalf of members not exceeding fifty and holding in the aggregate notmore than 10% of the total share capital of the Company carrying voting rights. A member holding morethan 10% of the total share capital of the Company carrying voting rights may appoint a single person asproxy and such person shall not act as a proxy for any other person or shareholder.

4. Corporate members intending to send their authorised representative(s) to attend the meeting arerequested to send a Certified Copy of the Board Resolution authorising their representative(s) to attendand vote on their behalf at the meeting.

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ATTENDANCE SLIP

Regd. Folio No./Client ID: ……………………………………………………..

Name and Address of First/Sole Shareholder: ………………………………………………………………………………………

……………………………………………………………………………………..

No. of Shares held: ……………………………………………………..

I hereby record my presence at the Annual General Meeting of the Company held on Monday, 25th September2017 at First Floor-2, City Mall, Nr. Rajpath Club, Opp. Madhur Hotel, S.G Highway, Bodakdev, Ahmedabad -380059 at 11:00 a.m.

……………………………………………Signature of Member/Proxy

Notes:

a) Only Member/Proxy can attend the meeting.

b) Member/Proxy who wish to attend the meeting must bring his attendance slip to the meeting and hand itover at the entrance of meeting hall.

c) Member/Proxy should bring his/her copy of the Annual Report for reference at the meeting.

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