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Capital India Finance Ltd.

BSE: 530879 Sector: Financials
NSE: N.A. ISIN Code: INE345H01016
BSE 00:00 | 18 May 88.80 4.20
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NSE 05:30 | 01 Jan Capital India Finance Ltd
OPEN 88.80
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VOLUME 25
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P/E 10.55
Mkt Cap.(Rs cr) 31
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OPEN 88.80
CLOSE 84.60
VOLUME 25
52-Week high 88.80
52-Week low 13.35
P/E 10.55
Mkt Cap.(Rs cr) 31
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Capital India Finance Ltd. (CAPITALINDIA) - Director Report

Company director report

To

The Members

CAPITAL INDIA FINANCE LIMITED (FORMERLY KNOWN AS BHILWARA TEX-FIN LIMITED)

Your directors have pleasure in presenting their 24th Annual Report together with theAudited Financial Statements (both Standalone and Consolidated) for the Financial Yearended on March 31 2018 ("FY 2017-18" or "period under review"). Thesummarised Consolidated and Standalone financial performance of your Company is asfollows:

1. FINANCIAL RESULTS

(Amount in Rs.)

Particulars Consolidated* Standalone
Year ended 31st March 2018 Year ended 31st March 2017 Year ended 31st March 2018 Year ended 31st March 2017
Total Income 260460113 NA 257090477 87821461
Total Expenditure 216113566 NA 210634455 83367339
Profit before tax 44346547 NA 46456022 4454122
Provision for tax (including Deferred Tax) 16459174 NA 16969426 2102197
Profit after tax 27887373 NA 29486596 2351925
Add: Profit and Loss account balance brought forward from previous year 2646488 NA 2646488 764948
Transfer to Special Reserve under Section 45- IC of the RBI Act 1934 5897319 NA 5897319 470385
Surplus carried to Balance Sheet 24636542 NA 26235765 2646488

* The Company did not have any subsidiaries as on year ended March 31 2017 andtherefore the consolidated figures are given for the Financial Year ended on March 312018 in which the Company has 5 subsidiaries.

2. RESERVES

In order to comply with the provisions of Reserve Bank of India Act 1934 the Companyhas transferred Rs. 5897319/-(Rupees Fifty Eight Lakhs Ninety Seven Thousand ThreeHundred and Nineteen only) to Special Reserve Funds under Section 45-IC of the RBI Act1934 and has also made provision of Rs. 1041140/-(Rupees Ten Lakhs Forty One Thousandand One Hundred Forty Only) for Standard Assets during the year under review. Totalprovisions for Standard Assets of the Company at the Financial Year ended March 31 2018is Rs. 4157750/- (Rupees Forty One Lakhs Fifty Seven Thousand Seven Hundred and Fiftyonly). Except as mentioned above no amount was transferred to any reserve by the Companyduring the year under review.

3. SHARE CAPITAL

During the year under review the Company had increased its authorised share capital toRs. 2140000000/- (Rupees Two Hundred Fourteen Crores only) from Rs. 40000000/-(Rupees Four Crores only). The increased share capital was approved by the shareholdersthrough e-voting and postal ballot on January 27 2018.

Consequently the paid-up share capital and authorised share capital of the Companystands at Rs. 35027000/- (Rupees Three Crores Fifty Lacs and Twenty Seven Thousandonly) and Rs. 2140000000/- (Rupees Two Hundred Fourteen Crores only) respectively.

4. INFORMATION ON THE STATE OF AFFAIRS OF THE COMPANY

Your directors intend to strengthen its core business operations in order to make theCompany more profitable in the upcoming year. During the period under review the name ofthe Company was changed from Bhilwara Tex - Fin Limited to Capital India Finance Limited.Further your Company's entire Management and Control was changed during the year asSainik Mining and Allied Services Limited erstwhile promoters of the Company had divestedtheir stake in favour of Capital India Corp LLP by adhering to the procedure laid downunder SEBI (Substantial Acquisition of Shares and Takeovers) Regulations 2011 SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 RBI MasterDirections for NBFCs and all other applicable laws.

During the year under review the Company was engaged into the business of financingand doing investments as Non -Banking Financial Company without accepting public depositfor which the Certificate of Registration was obtained from the Department of Non-BankingSupervision Reserve Bank of India. The Company had provided / taken inter-corporate loansand investments in ordinary course of business at Arm's Length Price (ALP) which formspart of the Financial Statements enclosed with this Annual Report.

On standalone basis the Company's total income during FY 2017-18 was Rs.257090477/-(Rupees Twenty Five Crores Seventy Lakhs Ninety Thousand Four Hundred andSeventy Seven only) as compared to Rs. 87821461/- (Rupees Eight Crores Seventy EightLakhs Twenty One Thousand Four Hundred and Sixty One only) in FY 2016-17 and the Companyhas earned a Profit Before Tax (PBT) of Rs. 46456022/-(Rupees Four Crores Sixty FourLakhs Fifty Six Thousand and Twenty Two only) in FY 2017-18 as compared to Rs. 4454122/-(Rupees Forty Four Lakhs Fifty Four Thousand One Hundred and Twenty Two only) in FY2016-17. Further the Company did not have any subsidiaries in the FY 2016-17 but duringthe period under review the Company had incorporated 5 wholly owned subsidiary companieswith an aim to further expand its business activities. The Financial Statements formingpart of this Annual Report also includes the Consolidated Financial Statements for the FY2017-18.

5. CHANGE IN NATURE OF BUSINESS IF ANY

There was no change in the nature of business activity of the Company during the periodunder review. The Company has however formed 5 wholly owned subsidiaries with an aim toexpand its business activities in financial services details of which are given below inPara 6.

6. HOLDING & SUBSIDIARY COMPANY

i) Holding Company

Your Company does not have any holding company.

ii) Subsidiary Company

Your Company has following 5 subsidiaries:

S.No Company's name Shareholding
1 Capital India Home Loans Limited 100%
2 Capital India Asset Management Private Limited 100%
3 Capital India Wealth Management Private Limited 100%
4 CIFL Holdings Private Limited 100%
5 CIFL Investment Manager Private Limited 100%

Note:

• As required under Rule 8 (1) of the Companies (Accounts) Rules 2014 theBoard's Report has been prepared on Standalone Financial Statements and a Report onPerformance and Financial Position of each of the subsidiaries as included in theConsolidated Financial Statements is presented herewith in Form AOC-I as Annexure-I.

• In accordance with third proviso of Section 136 (1) of the Companies Act 2013the Annual Report of the Company containing therein its Standalone and the ConsolidatedFinancial Statements would be placed on the website of the Company athttp://capitalindia.com under the "Investors" tab.

7. DIVIDEND

Your Directors recommend a final dividend of Rs. 1/- per equity share for the FinancialYear 2017-18. The final dividend on the 3502700 equity shares if approved by themembers of the Company at the ensuing Annual General Meeting would entail an outflow ofRs. 3502700/- (Thirty Five Lakhs Two Thousand and Seven Hundred Only) towards dividendand Rs. 713069/- (Rupees Seven Lakh Thirteen Thousand and Sixty Nine only) towardsdividend distribution tax @20.36% resulting in a total outflow of Rs. 4215769/- (RupeesForty Two Lakhs Fifteen Thousand Seven Hundred and Sixty Nine only).

8. INTERNAL CONTROL SYSTEM AND INTERNAL FINANCIAL CONTROLS

The Company has in place adequate Internal Financial Control System with reference tofinancial statements. The Company also has in place an Internal Control Systemcommensurate with the size scale and complexity of its operations.

The Directors had laid down Internal Financial Controls Procedures to be followed bythe Company which ensure compliance with various policies practices and statutes keepingin view the organization's pace of growth and increasing complexity of operations fororderly and efficient conduct of its business. The Audit Committee of the Board is vestedwith the powers to evaluate the adequacy and effectiveness of Internal Financial ControlSystem of the Company thereby ensuring that:-

1. Systems have been established to ensure that all transactions are executed inaccordance with management's general and specific authorization.

2. Systems and procedures exist to ensure that all transactions are recorded asnecessary to permit preparation of Financial Statements in conformity with GenerallyAccepted Accounting Principles (GAAP) or any other criteria applicable to such Statementsand to maintain accountability for effectively and the timely preparation of reliablefinancial information.

3. Access to assets is permitted only in accordance with management's general andspecific authorization. No assets of the Company are allowed to be used for personalpurposes except in accordance with terms of employment or except as specificallypermitted.

4. The existing assets of the Company are verified /checked at reasonable intervals andappropriate action is taken with respect to differences if any.

5. Appropriate systems are in place for prevention and detection of frauds and errorsand for ensuring adherence to the Company's various policies as listed on the website andotherwise disseminated internally.

9. DIRECTORS AND KEY MANAGERIAL PERSONNEL

i. Board of Directors

As on March 31 2018 the Board of Directors consists of following 9 directors:

Sr. No Name DIN Designation Details
1. Mr. Vinod Kumar Somani 00327231 Independent Director He was appointed as an Additional Director in the capacity of Non - Executive Independent Director of the Company w.e.f. December 20 2017 subject to approval of the shareholders at the ensuing Annual General Meeting of the Company.
2. Mr. Achal Kumar Gupta 02192183 Independent Director He was appointed as an Additional Director in the capacity of Non - Executive Independent Director of the Company w.e.f. December 20 2017 subject to approval of the shareholders at the ensuing Annual General Meeting of the Company.
3. Ms. Promila Bhardwaj 06428534 Independent Director She was appointed as an Additional Director in the capacity of Non - Executive Independent Director of the Company w.e.f. December 20 2017 subject to approval of the shareholders at the ensuing Annual General Meeting of the Company.
4. Mr. Keshav Porwal 06706341 Managing Director He was appointed as an Additional Director of the Company and subsequently designated as the Managing Director of the Company w.e.f. November 27 2017 subject to the approval of the shareholders at the ensuing Annual General Meeting of the Company.
5. Mr. Amit Sahai Kulshreshtha 07869849 Executive Director and CEO He was appointed as an Additional Director of the Company and subsequently designated as the Chief Executive Officer of the Company w.e.f. November 27 2017 subject to the approval of the shareholders at the ensuing Annual General Meeting of the Company.
6. Mr. Vineet Kumar Saxena 07710277 Non- Executive Director He was appointed as an Additional Director of the Company in the capacity of Non - Executive Director of the Company w.e.f. November 27 2017 subject to the approval of the shareholders at the ensuing Annual General Meeting of the Company.
7. Mr. Rahul Rameshkumar Jain 07541089 Non- Executive Director He was appointed as Non-Executive Director on the Board of the Company w.e.f. January 27 2017. His appointment was duly approved by the shareholders as Independent Director of the Company through postal ballot dated August 10 2017 and later on his designation was changed to Non- Executive director of the Company w.e.f. November 27 2017. He is eligible to retire by rotation at the ensuing Annual General Meeting of the Company and has tendered his unwillingness to be re- appointed as director of the Company and therefore will retire at the ensuing Annual General Meeting of the Company.
8. Ms. Shraddha Kamat Suresh 07555355 Non- Executive Director She has been appointed as an Additional Director of the Company in the capacity of Women Non - Executive Director of the Company w.e.f. November 27 2017 subject to the approval of the shareholders at the ensuing Annual General Meeting of the Company.
9. Mr. Subodh Kumar 07781250 Non- Executive Director He was appointed as an Additional Director of the Company in the capacity of Non - Executive Director of the Company w.e.f. November 27 2017 subject to the approval of the shareholders at the ensuing Annual General Meeting of the Company.

ii. Ceased directorships during the year:

Mr. Satish Kumar Sharma Director of the Company had tendered his resignation from theBoard w.e.f. November 27 2017 due to change in management of the Company.

Mr. Samai Singh and Ms. Seema Kumari being the Independent Directors of the Companyhad also tendered their resignation from the Board w.e.f. November 27 2017 due to changein management of the Company.

iii. Declaration of Independence:

Pursuant to the provisions of Section 149 of the Act Mr. Achal Kumar Gupta Mr. VinodKumar Somani and Ms. Promila Bhardwaj were appointed as Independent Director(s) of theCompany. They have submitted a declaration that each of them meets the criteria ofindependence as laid down under Section 149(6) of the Companies Act 2013 and there hasbeen no change in the circumstances which may affect their status as Independent Directorduring the year. Further none of the directors of your Company are disqualified under theprovisions of Section 16(2)(a) & (b) of the Companies Act 2013. During the year underreview the Independent Directors of the Company had no pecuniary relationship ortransactions with the Company other than the sitting fees commission and reimbursementof expenses incurred by them for the purpose of attending meetings of the Company.

As required under regulation 36(3) of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the information on the particulars of the Directorsproposed for appointment / reappointment has been given in the Notice of the AnnualGeneral Meeting.

iv. Retirement by Rotation of the Directors

In accordance with the provisions of the Companies Act 2013 and the Articles ofAssociation of the Company Mr. Rahul Rameshkumar Jain Non-Executive Director of theCompany is liable to retire by rotation at the ensuing Annual General Meeting and hastendered his unwillingness to be re-appointed as the director of the Company and thereforeshall retire at the ensuing Annual General Meeting. The matter has been placed for notingby members at the ensuing Annual General Meeting details of which are given in the Noticeof Annual General Meeting.

v. Change in Key Managerial Personnel

During the period under review Mr. Himmat Singh Bedla Chief Executive Officer Mr.Sukomal Bhuniya Chief Financial Officer of the company had resigned w.e.f November 272017. Ms. Archana Aggarwal Company Secretary of the Company had resigned w.e.f. January11 2018.

Mr. Keshav Porwal was appointed and designated as Managing Director w.e.f. November 272017. Mr. Amit Sahai Kulshreshtha was appointed and designated as Chief Executive Officerw.e.f. November 27 2017.

Mr. Neeraj Toshniwal was appointed and designated as Chief Financial Officer w.e.fJanuary 11 2018. Mr. Rachit Malhotra was appointed and designated as the CompanySecretary & Compliance Officer of the Company w.e.f January 11 2018.

As on March 31 2018 the Company had following Key Managerial Personnel (KMPs) as perprovisions of the Companies Act 2013 and the Rules framed thereunder:-

Mr. Keshav Porwal - Managing Director
Mr. Amit Sahai Kulshreshtha - Chief Executive Officer
Mr. Neeraj Toshniwal - Chief Financial Officer
Mr. Rachit Malhotra - Company Secretary

vi. Board Meetings

During the financial year 2017-18 eleven (11) board meetings were held and theintervening gap between the meetings was within the period prescribed under the CompaniesAct 2013.

vii. Committees of the Board

The following are 9 Committees constituted by the Board: i) Audit Committee; ii)Stakeholder Relationship Committee; iii) Nomination and Remuneration Committee; iv)Management Committee; v) Risk Management Committee; vi) Credit Committee; vii)Asset-Liability Committee; viii) Investment Committee; and ix) Right Issue Committee.

viii. The Composition of Board and Committees were as under:

S.No Committee meeting Composition
1 Audit Committee Mr. Vinod Kumar Somani (Chairman)
Mr. Achal Kumar Gupta (Member)
Mr. Vineet Kumar Saxena (Member)
2 Nomination and Remuneration Committee Mr. Achal Kumar Gupta (Chairman)
Mr. Vinod Kumar Somani (Member)
Mr. Vineet Kumar Saxena (Member)
3 Stakeholders Relationship Committee Mr. Vinod Kumar Somani (Chairman)
Mr. Achal Kumar Gupta (Member)
Mr. Vineet Kumar Saxena (Member)
4 Investment Committee Mr. Achal Kumar Gupta (Chairman)
Mr. Keshav Porwal (Member)
Mr. Amit Sahai Kulshreshtha (Member)
5 Risk Management Committee Mr. Achal Kumar Gupta (Chairman)
Mr. Keshav Porwal (Member)
Mr. Amit Sahai Kulshreshtha (Member)
6 Asset-Liability Committee Mr. Vinod Kumar Somani (Chairman)
Mr. Keshav Porwal (Member)
Mr. Amit Sahai Kulshreshtha (Member)
7 Management Committee Mr. Keshav Porwal (Chairman)
Mr. Amit Sahai Kulshreshtha (Member)
Mr. Vineet Kumar Saxena (Member)
8 Credit Committee Mr. Keshav Porwal (Member)
Mr. Amit Sahai Kulshreshtha (Member)
Mr. Vineet Kumar Saxena (Member)
9 Right Issue Committee Mr. Vinod Kumar Somani (Chairman)
Mr. Keshav Porwal (Member)
Mr. Amit Sahai Kulshreshtha (Member)

ix. Board and Committee Meetings

Details of meetings of Board and various committees along with dates are as below:

S. No Board / Committee No. of meetings Date of Meetings
1 Board Meeting (BM) 11 17 April 2017
29 May 2017
03 June 2017
03 July 2017
10 August 2017
30 August 2017
13 November 2017
27 November 2017
20 December 2017
11 January 2018
14 February 2018
2 Audit Committee (AC) 4 29 May 2017
10 August 2017
13 November 2017
14 February 2018
3 Stakeholder Relationship Committee (SRC) 6 07 April 2017
17 April 2017
31 May 2017
22 July 2017
02 August 2017
02 September 2017
4 Nomination and Remuneration Committee (NRC) 4 29 May 2017
10 August 2017
13 November 2017
27 November 2017

Note: No meeting held for Risk Management Committee; Credit Committee; Asset-LiabilityCommittee; Investment Committee; and Right Issue Committee during FY 2017-18.

x. Attendance of directors/members at board and committee meetings

As per Standard 9 of the Secretarial Standard on Meetings of the Board of Directors('SS-1') issued by the Institute of Company Secretaries of India ('ICSI') the attendanceof Directors at Board and Committee meetings held during the Financial Year 2017-18 isprovided as under:

Name of Director Board Meeting Audit Committee Meeting Stakeholders Relationship Committee Nomination and Remuneration Committee
Mr. Vinod Kumar Somani 3 1 - -
Mr. Achal Kumar Gupta 3 1 - -
Ms. Promila Bhardwaj 3 NA NA NA
Mr. Keshav Porwal 4 NA NA NA
Mr. Amit Sahai Kulshreshtha 4 NA NA NA
Mr. Vineet Kumar Saxena 4 1 - -
Mr. Rahul Rameshkumar Jain 7 3 6 3
Ms. Shraddha Kamat Suresh 1 NA NA NA
Mr. Subodh Kumar 3 NA NA NA
Mr. Satish Kumar Sharma 8 3 6 NA
Mr. Samai Singh 8 NA NA 4
Ms. Seema Kumari 8 3 6 4

10 COMPANY'S POLICY ON DIRECTORS' APPOINTMENT REMUNERATION AND EVALUATION

The Board had formulated an Evaluation Policy (the Policy) for evaluating theperformance of the Board Managing Director Executive Directors Independent DirectorsNon-executive Directors and its Committees. Since the management had undergone a changeperformance evaluation of the directors could not be done for the period under review andthe same is proposed to be done during the year 2018-19.

The Policy safeguards the interest of the Company and to ensure compliance ofapplicable provisions of the Act (defined hereinafter) and the Listing Regulations(defined hereinafter) (as amended or re-enacted from time to time) relating to theevaluation of performance of the Directors the Board and its Committees on an annualbasis; The evaluation framework for assessing the performance of Directors comprises ofthe following key areas:

• Expertise;

• Objectivity and Independence;

•o Concern for stakeholders;

• Concern for working of the internal controls;

• Understanding of the Company's business;

• Leadership initiatives in terms of new ideas planning for the Company andundertaking additional responsibilities;

• Team work attributes;

• Safeguarding confidential information;

• Rendering independent and unbiased opinions;

• Understanding and commitment to duties and responsibilities;

• Understanding the company and its unique requirements

• Willingness to devote the time needed for effective contribution to Company;

• Participation in discussions in effective and constructive manner;

The evaluation involves self-evaluation by the Board members and subsequent assessmentby the Board of Directors. A member of the Board will not participate in the discussion ofhis/her evaluation.

Remuneration Policy

The Board has on the recommendation of the Nomination and Remuneration Committeeframed a policy for selection and appointment of directors and senior management and tofix their remuneration. The Nomination and Remuneration Policy can be viewed herehttp://capitalindia.com.

Disclosures with respect to the remuneration of Directors and employees as requiredunder Section 197 of the Act and Rule 5 (1) of Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 (Rules) and have been appended as Annexure - II to thisreport. Further details of employee remuneration as required under provisions of Section197 of the Companies Act 2013 and Rule 5(2) and 5(3) of Rules are available at theregistered office of the Company during working hours 21 days before the Annual GeneralMeeting and shall be made available to any shareholder on request.

11 SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

The Company has framed a Policy on Prevention of Sexual Harassment at Workplace inaccordance with the applicable laws for all employees of the Company to inter alia ensurethat the employees are not subject to any form of sexual harassment and to constitute theInternal Complaints Committee. Your company is fully committed to protect the rights ofany women of any age whether employed or not who alleges to have been subjected to anyact of sexual harassment within the Company's premises. Your Company provides a safe andhealthy work environment.

The Policy was approved and made effective by the Board from its meeting dated May 032018. However there were no cases reported otherwise during the year ended on March 312018 of sexual harassment.

12 MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

As required under regulation 34 of SEBI (Listing Obligation and DisclosureRequirements) Regulations 2015 the Management Discussion and Analysis Report is enclosedas a part of this report.

13 DIRECTORS RESPONSIBILITY STATEMENT

The Board of Directors acknowledges the responsibility for ensuring compliance with theprovisions of Section 134(3)(c) read with Section 134(5) of the Companies Act 2013 in thepreparation of the Financial Statements for the Financial Year ended on March 31 2018 andstate: a. That in the preparation of Annual Accounts for the Financial Year ended as atMarch 31 2018 the applicable Accounting Standards have been followed along with properexplanation relating to the material departures. b. That the directors have selected suchAccounting Policies and applied them consistently and made judgements and estimates thatare reasonable and prudent so as to give a true and fair view of the state of affairs ofthe Company at the Financial Year ended as at March 31 2018 and of the profit and loss ofthe Company for the Financial Year ended on March 31 2018. c. That the directors havetaken proper and sufficient care for the maintenance of adequate accounting records inaccordance with the provisions of Act for safeguarding the assets of the Company and forpreventing and detecting fraud or other irregularities. d. That the directors haveprepared the annual accounts on a going concern basis. e. That the directors have laiddown internal financial controls to be followed by the Company and that such internalfinancial controls are adequate and are operating effectively; and f. There is a propersystem to ensure compliance with the provisions of all applicable laws and that suchsystems are adequate and operating effectively.

Based on the framework of internal financial controls and compliance systemsestablished and maintained by the Company work performed by the internal statutory andsecretarial auditors and external consultants including audit of internal financialcontrols over financial reporting by the statutory auditors and the reviews performed bymanagement and the relevant board committees including the audit committee the board isof the opinion that the Company's internal financial controls were adequate and effectiveduring Financial Year 2017-18.

14 PUBLIC DEPOSITS

The Company did not accept any public deposits during the year under review. Thereforethe disclosures as required under the Companies Act 2013 and the Rules framed thereunderand RBI Directions are not applicable.

15 PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

Loans guarantees and investments covered under Section 186 of the Companies Act 2013form part of the Notes to the Financial Statements provided in this report.

16 AUDITORS REPORT AND SECRETARIAL AUDIT REPORT

The Board of Directors had appointed M/s Divyank Khullar & Associates CharteredAccountants (Firm Regn. No. : 025755N) for the FY 2017-18 to carry out the statutoryaudit for the period under review. The Statutory Auditors submitted their Report on theFinancial Statements (both standalone and consolidated) which forms part of this AnnualReport.

The Board of Directors had appointed M/s Naveen Garg & Associates CompanySecretaries in Practice for the FY 2017-18 in terms of provisions of section 204 ofthe Companies Act 2013 read with the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 for the purpose of carrying out the secretarial audit ofthe Company. The Secretarial Auditors submitted their Report in Form MR-3 which formspart of this Annual Report.

Further the Statutory Auditors' report and Secretarial Auditors' report do not containany qualifications reservations or adverse remarks.

17 AUDITORS

a) STATUTORY AUDITORS:

M/s Divyank Khullar & Associates Chartered Accountants (Firm Regn. No.:-025755N) Statutory Auditors of the Company tendered resignation on May 2 2018. Basisthis pursuant to provisions of Section 139 (8) the Board at the meeting held on May032018 appointed M/s. Deloitte Haskins & Sells LLP (Firm Regn. No.:-117366W/W100018) as the Statutory Auditors of the Company to fill the casual vacancycaused due to resignation of M/s Divyank Khullar & Associates Chartered Accountants.The members at the ensuing Annual General Meeting proposed to be held on June 02 2018shall consider approving the appointment of M/s. Deloitte Haskins & Sells LLP asStatutory Auditor to hold office till ensuing Annual General Meeting.

Further M/s. Deloitte Haskins & Sells LLP (Firm Regn. No.:- 117366W/W100018) haveoffered themselves for appointment as Statutory Auditors to hold office from the date ofconclusion of the 24th AGM of the Company till the date of conclusion of 29th AnnualGeneral Meeting. The Company has obtained a written consent from M/s. Deloitte Haskins& Sells LLP (Firm Regn. No.: 117366W/ W100018) for their appointment. A certificatefrom them has been received to the effect that their appointment as Statutory Auditors ofthe Company if made would be within the limits prescribed under Section 139 of theCompanies Act 2013. The Auditors have subjected themselves for the peer review process ofthe Institute of Chartered Accountants of India (ICAI) and they hold a valid certificateissued by the "Peer Review Board" of ICAI.

b) SECRETARIAL AUDITOR

The Board of Directors at their meeting held on May 03 2018 re-appointed M/s. NaveenGarg & Associates Company Secretaries in Practice to undertake the Secretarial Auditof the Company for the Financial Year 2018-19 in terms of provisions of section 204 of theCompanies Act 2013 read with the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014.

c) INTERNAL AUDITOR

The Board of Directors has at its meeting held on 3 May 2018 appointed M/s. AnejaAssociates Chartered Accountants as the Internal Auditor to undertake Internal Audit ofthe Company for Financial Year 2018-19 in terms of provisions of section 138 of theCompanies Act 2013.

18 EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT-9 is annexedherewith as "Annexure III".

19 CORPORATE GOVERNANCE REPORT

Your Company practices a culture that is built on core values and ethical governancepractices and is committed to transparency in all its dealings. The Company is having apaid up equity share capital not exceeding Rs. 10 Crore and net worth not exceeding Rs. 25Crore and hence as per SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 ('Listing Regulations') Corporate Governance Requirements providedunder Regulations 17 to 27 and clauses (b) to (i) of sub-regulation (2) of Regulation 46and Para C D and E of Schedule V of the Listing Regulations are not applicable to yourCompany.

20 RELATED PARTY TRANSACTIONS

During the year under review the main business of the Company was financing &investment and granting loans. All related party transactions entered into with relatedparties were placed before the Audit Committee for their approval in the meeting of Boardand Audit Committee dated May 03 2018. The Audit Committee decided that such transactionsare in the ordinary course of business and are on arm's length basis. None of thetransactions with related parties fall under the scope of section 188(1) of the CompaniesAct 2013. Even though the provisions of Companies Act 2013 read with rules madethereunder regarding related party transactions are not attracted to such transactions asthese are in ordinary course of business and on an arm's length basis some transactionswere material related party transaction by virtue of the Listing Regulations and hencethe Board and Audit Committee ratified them.

All related party transactions so entered are disclosed in Note no. 29 of FinancialStatements of the Company as attached herewith. Information on all transactions withrelated party pursuant to section 134(3) (h) of the Act read with rule 8(2) of theCompanies (Accounts) Rules 2014 are also annexed in Form AOC-2 and the same forms part ofthis report.

The Policy relating to related party transactions duly approved by the Board ofDirectors of the Company has been placed on the Company's website http://capitalindia.com.

21 CODE OF CONDUCT

The Board of Directors has approved a Code of Conduct which is applicable to themembers of the Board and all employees in the course of day to day business operations ofthe Company. The Code has been placed on the Company's website http://capitalindia.com.

The Code lays down the standard procedure of business conduct which is expected to befollowed by the Directors and the designated employees in their business dealings and inparticular on matters relating to integrity in the work place in business practices andin dealing with stakeholders. All the Board members and the Senior Management personnelhave confirmed compliance with the Code.

22 VIGIL MECHANISM / WHISTLE BLOWER POLICY

Pursuant to the provisions of Section 177(9) & (10) of the Companies Act 2013 readwith the rules made thereunder and pursuant to the provision of SEBI (Listing Obligationsand Disclosure Requirements) 2015 the Company has established a Vigil Mechanism to beknown as the 'Vigil Mechanism Policy' for its Directors and Employees to report instancesof unethical behaviour actual or suspected fraud or violation of the Company's Code ofConduct. The aim of the policy is to provide adequate safeguards against victimization ofWhistle Blower who avails the mechanism and also provides direct access to the Chairman ofthe Audit Committee in appropriate or exceptional cases.

Accordingly Vigil Mechanism Policy has been formulated with a view to provide amechanism for the Directors and employees of the Company to approach the Ethics Officer orthe Chairman of the Audit Committee of the Company.

The purpose of this policy is to provide a framework to promote responsible and securewhistle blowing. It protects employees willing to raise a concern about seriousirregularities within the Company.

During the Financial Year 2017-18 no such complaint of unethical or improper activityhas been received by the Company

23 PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a viewto regulate trading in securities by the Directors and designated employees of theCompany. The Code requires pre-clearance for dealing in the Company's shares and prohibitsthe purchase or sale of Company shares by the Directors and the designated employees whilein possession of unpublished price sensitive information in relation to the Company andduring the period when the trading window is closed. The Board is responsible forimplementation of the Code. All Board of Directors and the designated employees haveconfirmed compliance with the Code.

The Code can be viewed here http://capitalindia.com/ .

24 CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS /OUTGO

a) CONSERVATION OF ENERGY

(i) Steps taken or impact on conservation of energy - The operations of your Companyare not energy-intensive. However adequate measures have been initiated for conservationof energy.

(ii) Steps taken by the Company for utilising alternate source of energy - though theoperations of the Company are not energy intensive the Company shall explore alternativesource of energy as and when the necessity arises.

(iii) Capital investment on energy conservation equipment - Nil

b) TECHNOLOGY ABSORPTION

(i) Efforts made towards technology absorption - The minimum technology required forthe business has been absorbed.

(ii) Benefits derived like product improvement cost reduction product development orimport substitution - Not Applicable

(iii) In case of imported technology (imported during the last three years reckonedfrom the beginning of the financial year) - Not Applicable (a) the details of technologyimported; (b) the year of import; (c) whether the technology been fully absorbed; and (d)if not fully absorbed areas where absorption has not taken place and the reasons thereof(iv) Expenditure incurred on Research and Development - Not Applicable

c) FOREIGN EXCHANGE EARNINGS AND OUTGO

During the year under review there were following foreign exchange transactions:

1. Earnings: Nil

2. Outgo: Rs. 2044853.04/-

25 FRAUD REPORTING

There was no fraud reported by the Auditors of the Company under Section 143(12) of theCompanies Act 2013 to the Board of Directors during the year under review.

26 DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTSOR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE

There have been no significant and material orders passed by the Regulators or Courtsor Tribunals impacting the going concern status and company's operations in future. It isto be noted that pursuant to the approval of appropriate authorities Sainik Mining andAllied Services Limited erstwhile promoters of the Company had divested their stake infavour of Capital India Corp LLP as a result of which there was a change in management andcontrol of the Company by following the procedures laid down under the applicable laws.

27 MATERIAL CHANGES AND COMMITMENTS IF ANY

There are material changes and commitments affecting the financial position of theCompany which inter-alia includes the following:

1. Company has changed the name of the Company from Bhilwara Tex-Fin Limited to CapitalIndia Finance Limited the same has been approved by the shareholders through PostalBallot on January 27 2017. Company has received the fresh Certificate of Incorporationfrom the Registrar of Companies NCT of Delhi & Haryana for the same.

2. Company has shifted its registered office from 129 Transport Centre New RohtakRoad Punjabi Bagh New Delhi - 110035 to 2nd Floor DLF Centre Sansad Marg New Delhi -110001 on December 20 2017.

3. Company had undergone change of management which had been duly approved by theappropriate stakeholders and authorities which includes the approval of Reserve Bank ofIndia and Securities Exchange Board of India.

4. Company had during the year under review proposed an issue of securities on Rightsbasis but the same was withdrawn on April 25 2018.

5. Company has incorporated five wholly owned subsidiaries namely: a. Capital IndiaHome Loans Limited b. Capital India Wealth Management Private Limited c. Capital IndiaAsset Management Private Limited d. CIFL Holdings Private Limited e. CIFL InvestmentManager Private Limited

28 CORPORATE SOCIAL RESPONSIBILITY (CSR)

During the year under review provision of section 135 and Schedule VII of theCompanies Act 2013 pertaining to Corporate Social Responsibility are not applicable toour Company. Hence details of expenditures on CSR activities are not required to befurnished.

29 CREDIT RATING

There was no credit rating obtained from any agency during the period under review.

30 CONSOLIDATED FINANCIAL STATEMENTS

The Audited Consolidated Financial Statements are provided in this annual report whichhave been prepared in accordance with relevant Accounting Standards issued by theInstitute of Chartered Accountants of India (ICAI).

31 RISK MANAGEMENT

The Risk Management Committee constituted by the Board of Directors of the Company hasframed and implemented a Risk Management framework depicting the process for loan proposalapproval loan management post disbursement and day to day monitoring to manage creditrisk. It sets out the standards helpful in achieving a high-quality loan portfolio withoptimal returns.

32 HUMAN RESOURCE-INITIATIVES

During the year under review your Company has strengthened its Management team andCore Leadership team to steer the Company's business conscientiously and diligently.Efforts has been put in to attract the best Talent from Industry to build a strongfoundation.

Your Company provides an employee friendly environment where employees are empoweredand given an opportunity to demonstrate their talent that eventually boost their careergrowth in the Company.

33 LISTING OF SECURITIES

Presently the Securities of the Company are listed on BSE Limited Mumbai. The listingfee for the Financial Year 2018-19 has been paid.

34 COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD MEETINGS

Your Company has complied with the applicable provisions of the Secretarial Standards-1 (SS-1) on Meetings of the Board of Directors issued by The Institute of CompanySecretaries of India (ICSI).

35 GENERAL DISCLOSURES

Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year under review:

1. Issue of equity shares with differential rights as to dividend voting or otherwise;

2. There was no issuance of any shares/options to the employees under the EmployeesStock Option Scheme (ESOS) or Employees Stock Purchase Scheme (ESPS);

3. Issue of sweat equity shares;

4. There was no revision in the Financial Statements;

5. There was no change in the nature of business.

It is hereby intimated that your Company had initiated the procedure for issuance ofEquity Shares of Rs. 525 crores to the existing shareholders on right issue basis. Theproposed issue was withdrawn on April 25 2018.

36 ACKNOWLEDGEMENTS

Your directors would gratefully like to place their appreciation for the assistance andco- operation received from the Company's bankers during the year under review. Thedirectors also acknowledge with appreciation the support and co-operation rendered byvarious Government Agencies and Departments. Your Directors would also wish to place onrecord their deep sense of appreciation for the continued support from all the investorsof the Company.

By order and on behalf of the Board

Capital India Finance Limited

(Formerly known as Bhilwara Tex-Fin Limited)

Sd/- Sd/-
Keshav Porwal Amit Sahai Kulshreshtha
Managing Director Director & CEO
DIN - 06706341 DIN - 07869849
Place: New Delhi
Date: May 03 2018

Annexure-I Form AOC-I

Statement containing salient features of the Financial Statement of Subsidiaries /Associate Companies / Joint Ventures

[Pursuant to first proviso to Sub-Section (3) of Section 129 of Companies Act 2013read with Rule 5 of Companies (Accounts) Rules 2014]

Sr. No. Name of subsidiary companies Capital India Home Loans Limited Capital India Wealth Management Private Limited Capital India Asset Management Private Limited CIFL Holdings Private Limited CIFL Investment Manager Private Limited
1 The date since when subsidiary was acquired 11 August 2017 29 August 2017 12 September 2017 18 September 2017 14 September 2017
2. Reporting year for the subsidiary 31 March 2018 31 March 2018 31 March 2018 31 March 2018 31 March 2018
3. Reporting currency and exchange rate as on the last date of the relevant Financial year in the case of foreign subsidiaries. Not Applicable Not Applicable Not Applicable Not Applicable Not Applicable
4. Share Capital 150000000 100000 100000 100000 100000
5. Reserves & surplus (1471308) (31985) (32010) (31960) (31960)
6. Total Assets 152662557 99950 99925 99975 99975
7. Total Liabilities 4133865 31935 31935 31935 31935
8. Investments - - - - -
9. Turnover 3369636 - - - -
10. Profit before tax (1981560) (31985) (32010) (31960) (31960)
11. Provision for tax (510252) - - - -
12. Profit after tax (1471308) (31985) (32010) (31960) (31960)
13. Proposed dividend 0% 0% 0% 0% 0%
14. % of shareholding 100% 100% 100% 100% 100%

 

Sr. No. Name of subsidiary companies

Net Assets (i.e. Total Assets Less Total Liabilities

Share in profit & loss

As a % of Consolidated Assets Amount As a % of profit or loss Amount
Parent
Capital India Finance Limited 31.69% 69018874 105.73% 29486596
Subsidiaries
Indian:
1. Capital India Home Loans Limited 68.19% 148528692 -5.28% (1471308)
2. Capital India Wealth Management Private Limited 0.03% 68015 -0.11% (31985)
3. Capital India Asset Management Private Limited 0.03% 67990 -0.11% (32010)
4 CIFL Holdings Private Limited 0.03% 68040 -0.11% (31960)
5 CIFL Investment Manager Private Limited 0.03% 68040 -0.11% (31960)
Foreign:
None
Minority interest in all subsidiaries NA - NA -
Associates (Investments as per the Equity method) NA - NA -
Joint Ventures (as per proportionate consolidation / investment as per the Equity method) NA - NA -

Notes:

1. Name of the Subsidiaries which are yet to commence operations:-a. Capital India HomeLoans Limited b. Capital India Wealth Management Private Limited c. Capital India AssetManagement Private Limited d. CIFL Holdings Private Limited e. CIFL Investment ManagerPrivate Limited

2. Names of subsidiaries which have been liquidated or sold during the year: NIL

Part B: Statement Pursuant to Section 129(3) of the Companies Act 2013 related toAssociate Companies and Joint Ventures:

The Company has no Associate or Joint Venture Company.

For and on behalf of Board of Directors Capital India Finance Limited (Formerly knownas Bhilwara Tex-Fin Limited)

Sd/- Sd/- Sd/- Sd/-
Keshav Porwal Amit Sahai Kulshreshtha Neeraj Toshniwal Rachit Malhotra
Managing Director Director & CEO CFO Company Secretary
DIN - 06706341 DIN - 07869849 PAN - ACCPT2249N M. No. - A39894

Annexure- II

A. Particulars of employees for the year ended March 31 2018 as required under Section197 of the Companies Act 2013 read with Rule 5 of Companies (Appointment &Remuneration of Managerial Personnel) Rules 2014:

The ratio of the remuneration of each director to the median remuneration of the employees of the company for the financial year; Name of the Director Ratio to the median
Amit Sahai Kulshreshtha 10 : 1
Keshav Porwal 10 : 1
Name of Director/CS/CFO % increase
The percentage increase in remuneration of each director Chief Financial Officer Chief Executive Officer Company Secretary or Manager if any in the financial year; Nil Nil
The percentage increase in the median remuneration of employees in the financial year; There was no increase in the remuneration of employees during the Financial year 2016-17
The number of permanent employees on the rolls of Company; 32
Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration; There was no increase in the remuneration of employees during the Financial year 2016-17
Affirmation that the remuneration is as per the remuneration policy of the company. Yes; the remunerationis as per the remuneration policy of the company.

B. Particulars of employees for the year ended March 31 2018 as required under Section197 of the Companies Act 2013 read with rule 5(2) of Companies (Appointment &Remuneration of Managerial Personnel) Rules 2014

In terms of the provisions of Section 136(1) of the Companies Act 2013 read with thesaid rules the Directors' Report is being sent to all the shareholders of the Companyexcluding the annexure on the names and other particulars of employees required inaccordance with Rule 5.2 of said rules which is available for inspection by the memberssubject to their specific written request in advance to the Company Secretary. Theinspection is to be carried out at the Company's Registered Office or at its CorporateOffice during business hours on working days of the Company up to date of ensuing AnnualGeneral Meeting.