Upasana Finance Ltd Management Discussions.

a) Classification by Reserve Bank of India (RBI)

The company is registered with RBI as Non Deposit taking Non-Banking Financial Company (NBFC-ND) and has a valid certificate of Registration.

b) Business Review

The Company continues to concentrate upon recovery of overdue receivables. Even while pursuing the legal route, the company attempts negotiations with customers for early recovery of debts.

(c) Future Outlook

The Company is not entering into fresh contracts for business and is continuing to concentrate upon recovery of overdue receivables and is hopeful that the impact of this approach on the net worth will be more beneficial to the Company.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The Board has adopted Whistle Blower Policy (vigil mechanism) in accordance with the provisions of the Companies Act, 2013, which provides a formal mechanism for all directors, individual employees and other stakeholders of the Company, to report their genuine concerns or grievances about unethical behavior, actual or suspected fraud, or violation of the Companys code of conduct and ethics. The policy also provides for adequate safeguards against victimisation of director(s)/ employees(s) who avaii of the mechanism, and also provides direct access to the Chairman of the audit committee. The whistle blower policy is available in our website at the linkhttp://www.upasanafinance.com/pdf/WHISTLE-BLOWER-POLICY.pdf

NOMINATION AND REMUNERATION POLICY

INTERNAL FINANCIAL CONTROLS

The Company has adequate system of internal financial controls to safeguard and protect from loss, unauthorized use or disposition of its assets. All the transactions are properly authorized, recorded and reported to the Management. The Company is following all the applicable Accounting Standards for properly maintaining the books of accounts and reporting financial statements. The internal auditor of the company checks and verifies the internal control and monitors them. The Company confirms that there are proper and adequate internal control systems and procedures commensurate with its size and nature of its business for ensuring the orderly and efficient conduct of its business for safeguarding its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and timely preparation of reliable financial information. The company has not noticed any major weakness in the internal financial control procedures.

RISK MANAGEMENT

The Company had identified certain business risks and also the measures for dealing with such risks which it faces in day to day operations of the Company. As the company is concentrating in collection of overdues the traditional risks associated with Non-Banking Financial Companies like Credit risk, currency risk, liquidity risk and interest rate risk are not applicable to the company. Flowever the company faces operational risks relating to people, process, legal environment and external factors, investment risk and regulatory risks. The company manages these risks by prudently investing its funds, managing its people and complying with all the regulations. These risks are continuously reviewed and monitored by the management. The Board also reviews the risks and corrective actions and mitigation measures are taken as and when needed.

On behalf of the Board
Sd- -Sd-
Chennai Rekha Jain Bhavika Jain
November 21,2017 Director Director
DIN: 07704034 DIN: 07704015