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Capfin India Ltd.

BSE: 539198 Sector: Financials
NSE: N.A. ISIN Code: INE960C01013
BSE LIVE 13:08 | 10 Oct Stock Is Not Traded.
NSE LIVE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 2.11
PREVIOUS CLOSE 2.22
VOLUME 80
52-Week high 15.74
52-Week low 2.11
P/E
Mkt Cap.(Rs cr) 0.60
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 2.11
CLOSE 2.22
VOLUME 80
52-Week high 15.74
52-Week low 2.11
P/E
Mkt Cap.(Rs cr) 0.60
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Capfin India Ltd. (CAPFININDIA) - Director Report

Company director report

To

Dear Shareholders

Your director's have the pleasure in presenting their 23rd Annual report of the companyalong with audited financial statements as required under the Ministry of CorporateAffairs' General Circular 08/2014 No. 1/19/2013-CL-V dated April 4 2014 the FinancialStatements and other reports required to be attached to the Annual Report for FY 2014-15are governed by the relevant provisions schedules rules of the Companies Act 2013.

1. FINANCIAL RESULTS

The results of your Company's financial prudence and business excellence for the yearended st

31 March 2015 are as follows:

(Rs. In Lacs)

Particulars Financial year ended 31.03.2015 Financial year ended 31.03.2014
Gross Income 343.45 136.19
Profit/(Loss) before Depreciation and Tax 2.35 3.90
Less: Depreciation 0.11 0.04
Profit/(Loss) before Tax 2.24 3.86
Add/Less: Provision for tax including deferred 0.61 1.04
Tax
Profit/(Loss) after Tax 1.63 2.82

2. BUSINESS PERFORMANCE

During the year under review your company has earned a Profit before depreciation andIncome Tax of Rs. 2.35 lacs from its operation. After providing of depreciation of Rs.0.11 lacs and provisions of Income Tax of Rs 0.61 Lacs the company's net profit amountsRs. 1.63 Lacs as compared to profit of Rs. 2.82 earned previous year. Your Companycontinues to take effective steps in broad-basing its range of activities. The performanceof the Company during the period under review has been satisfactory.

3. DIVIDEND

Keeping in view the future requirements of funds by the Company for its proposed growthand expansion the Board expresses its inability to recommend any dividend from theavailable profit.

4. SHARE CAPITAL

The paid up Equity Share Capital as on March 31 2015 was Rs. 28647000. During the yearunder review the company has not issued any shares or any convertible instruments. Thecompany has forfeited 585300 shares during the year.

5. AMOUNT TRANSFERRED TO RESERVES

During the year under review the company has transferred Rs. 38.52 lacs to thereserves of the Company as per the norms of RBI Act 1974.

6. FUTURE OUTLOOK

In the current year your directors are putting up efforts and it is hoped thatthe company will do better in the current year. The outlook for the current year is alsovery bright and your directors are hopeful of doing a good business during the currentyear

7. FIXED DEPOSITS

The Company has not accepted any public deposits during FY 2014- 15 within the meaningof Section 73 of the Companies Act 2013 and the rules made there under. As per NBFCGuidelines issued by the Reserve Bank of India the Board of Directors has passed therequired resolution confirming that the Company has neither accepted any public depositsand nor does it intend to do so in the coming year 2015-2016.

8. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

The particulars of loans guarantees and investments covered under the provisions ofSection 186 of the Companies Act 2013 may be taken as Nil.

9. MATERIAL CHANGES & COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION

OF THE COMPANY

There have been no material changes or any other commitments which may affect thefinancial position of the Company.

10. LISTING OF SHARES

The Equity Shares of the Company were listed with the Stock Exchanges at Delhi Jaipurand Madhya Pradesh. The Stock Exchanges at Delhi Jaipur and Madhya Pradesh are nownon-operational/de-recognized. The Company declares that its equity shares are listed onthe stock exchange at Mumbai. The Company has paid the annual listing fee for the year2015-16 to the above stock exchange

11. DIRECTORS AND KEY MANAGERIAL PERSONNEL

At the 22nd Annual General Meeting of the company held on 28th September 2014 thecompany had appointed the existing directors Shri Dinesh Kumar Mantry (DIN 01104655) andShri Sunil Chopra (DIN 06686443) as independent directors under the companies Act 2013for 5 consecutive years for a term upto the conclusion of the 27th Annual General Meeting.

All independent directors have given declaration that they meet the criteria ofindependence as laid down under section 149(6) of the Companies Act 2013 and clause 49 oflisting agreement.

At a board meeting held on 28.08.2014 the board had appointed Smt. Meenakshi Rathi (DIN00325130) as an Additional Director in the category of Whole Time director and alsoregularize as Women Director in Annual General Meeting as per section 149(1) of theCompanies act 2013.

Also Ms. Farha Naaz appointed as Company Secretary w.e.f 1 December 2014 and Ms.Sunita Lohani as Chief Financial officer w.e.f 20 December 2014 of the company

In accordance with the provisions of Companies Act 2013 Shri Piyush Kumar (DIN:01902609) Non Executive Director retires by rotation and being eligible offers himselffor re-appointment.

11.1 BOARD EVALUATION

Pursuant to the provisions of companies Act 2013 and clause 49 of the ListingAgreement the Board has carried out annual performance evaluation of its own performancethe directors individually as well the evaluation of the working of its Audit Nomination& Remuneration and Stakeholder committee. The manner in which the evaluation has beencarried out has been explained in Corporate Governance Report.

11.2 REMUNERATION POLICY

Board has on the recommendation of the Nomination & Remuneration committee framed apolicy for the selection and appointment of Directors Senior Management and theirremuneration. The Remuneration Policy is stated in the Corporate Governance Report.

11.3 BOARD MEETINGS

During the year Eleven (11) Board meeting were held details of which are given below:

S. No. Date of Board meeting No. of Directors attended meeting
1. 30th April 2014 3
2. 29th May 2014 3
3. 30thJuly 2014 3
4. 28th August 2014 3
5. 28th September 2014 4
6. 29th September 2014 4
7. 14th November 2014 4
8. 1st December 2014 (11.00 A.M) 4
9. 1st December 2014 (6.00 P.M) 4
10. 20TH December 2014 4
11. 13th February 2015 4

12. COMMITTEE OF BOARD

12.1 AUDIT COMMITTEE

The company is having an audit committee comprising of the following directors:

Name Status Category
Dinesh Kumar Mantry Chairman Independent Director
Sunil Chopra Member Independent Director
Piyush Kumar Member Non Executive Director

12.2 NOMINATION AND REMUNERATION COMMITTEE

The company is having an Nomination and Remuneration committee comprising of thefollowing directors:

Name Status Category
Dinesh Kumar Mantry Chairman Independent Director
Sunil Chopra Member Independent Director
Piyush Kumar Member Non Executive Director

12.3 STAKEHOLDER RELATIONSHIP COMMITTEE

The company is having an Nomination and Remuneration committee comprising of thefollowing directors:

Name Status Category
Dinesh Kumar Mantry Chairman Independent Director
Sunil Chopra Member Independent Director
Piyush Kumar Member Non Executive Director

13. VIGIL MECHANISM / WHISTLE BLOWER POLICY

In order to ensure that the activities of the Company and its employees are conductedin a fair and transparent manner by adoption of highest standards of professionalismhonesty integrity and ethical behaviour the company has adopted a vigil mechanism policy.This policy is explained in corporate governance report and also posted on the website ofcompany.

14. DIRECTORS' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information andexplanations obtained by them your Directors make the following statements in terms ofSection 134(3)(c) of the Companies Act 2013:

a) that in the preparation of the annual financial statements for the year ended March31 2015 the applicable accounting standards have been followed along with properexplanation relating to material departures if any;

b) that such accounting policies as mentioned in Notes to the Financial Statements havebeen selected and applied consistently and judgements and estimates have been made thatare reasonable and prudent so as to give a true and fair view of the state of affairs ofthe Company as at March 31 2015 and of the profit of the Company for the year ended onthat date;

c) that proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

d) that the annual financial statements have been prepared on a going concern basis;

e) that proper internal financial controls were in place and that the financialcontrols were adequate and were operating effectively.

f) that systems to ensure compliance with the provisions of all applicable laws were inplace and were adequate and operating effectively.

15. RELATED PARTY TRANSACTIONS

There were no contracts or arrangements entered into by the company in accordance withprovisions of section 188 of the Companies Act 2013. However there were material relatedparty transactions in terms of clause 49 of the listing agreement. All material relatedparty transactions that were entered into during the financial year were on an arm'slength basis and were in the ordinary course of business. There are no materiallysignificant related party transactions made by the Company with Promoters Directors KeyManagerial Personnel or other designated persons which may have a potential conflict withthe interest of the Company at large.

16. MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report of your company for the financial yearended on 31st March 2015 is as under:

(a) Industry Structure and Development

Your Company is engaged in the financial activities and management expects that thereis huge scope of development and growth in spite of competitive market conditions. Duringthe current financial year the company has made impressive growth in terms of turnover ofthe company.

(b) Opportunities and Threats

The Company envisages huge growth in the financial activities sector as indicated inthe current financial year. But increased cost of purchases competitive market conditionsand low margins are the major threats in the financial companies.

(c) Segment - Wise and Product - Wise Performance

The Company operates in single segment. Therefore no Segment – Wise and Product– Wise performance is done by the Company.

(d) Outlook

The Company does not foresee and major threat to the growth prospective. Since thecompany is presently engaged in the financial activities there is huge scope of growth inthe industry.

(e) Risk and Concerns

The Company has constituted a committee of Directors to identify monitor and minimizethe risk and also to identify the business opportunities. The Committee is also entrustedthe job of defining the framework for identification assessment monitoring andreporting of the risk and review of risk trends and its potential impact.

(f) Internal Control Systems and it Adequacy

The Company has adequate system of internal control to safeguard and protect from lossunauthorized use or disposition of its assets. All the transactions are properlyauthorized recorded and reported to the Management. The Company is following all theapplicable Accounting Standards for properly maintaining the books of accounts andreporting financial statements. The internal auditor of the company checks and verifiesthe internal control and monitors them in accordance with policy adopted by the company.

(g) Material Development in Human Resources / Industrial Relations

The Company recognized the significance of human values and ensures that properencouragement is given to the employees of the Company to motivate them. Employee'srelations continued to be cordial throughout the year in the company.

(h) Cautionary Statement

The Statements in the "Management Discussion and Analysis Report" describethe Company's objectives estimates and expectations which may be a forward lookingstatement within the meaning of applicable laws rules and regulations. The actual resultsmay differ from those expressed or implied depending upon the economic conditions andpolicies of the Government.

17. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant material orders passed by the Regulators / Courts which wouldimpact the going concern status of the Company and its future operations.

18. EXTRACT OF ANNUAL RETURN

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

19. ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy technology absorption and foreign exchangeearnings and outgo stipulated under Section 134(3)(m) of the Companies Act 2013 read withRule 8 of The Companies (Accounts) Rules 2014 are not applicable.

20. PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197 read with Rule 5 of The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect of employeesof the Company is as follows: The company has no Executive Director so no sitting fees hasbeen paid to any director during the year. The particulars of the employees who arecovered by the provisions contained in Rule 5(2) and rule 5(3) of Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014 are: a) Employed throughout the year- Four b) Employed for part of the year - Nil The remuneration paid to all Key managementPersonnel was in accordance with remuneration policy adopted by the company

21. AUDITORS

21.1 STATUTORY AUDITORS

M/s Bhupinder Shah & Co. (Firm Registration No. 008169N) Chartered Accountantshave been appointed as statutory auditors of the company at the last Annual GeneralMeeting held on 28.09.2014 for a period of three years subject to ratification by membersat every consequent Annual General Meeting. Therefore ratification of appointment ofStatutory Auditors is being sought from the members of the Company at the ensuing AGM. TheAuditors of the company have not expressed any qualification in their report and notes toaccounts given are self explanatory.

21.2 SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed Neha Jain (CP No.:14344 FCS: 30822) Company Secretaries to undertake thesecretarial audit of the company. The Secretarial Audit Report is annexed herewith as'Annexure-A'.

21.3 INTERNAL AUDITORS

The company has appointed Saurabh Maheshwari as internal auditor of the companypursuant to section 138 of the Companies Act 2013 read with Rule 13 of Companies(Accounts) Rules 2014.

22. SUBSIDIARY COMPANIES

The Company does not have any subsidiary

23. DETAIL OF FAMILIARIZATION PROGRAMME OF THE INDEPENDENT DIRECTORS

During the year under review one familiarization Programme was conducted for theindependent Directors of the Company.

24.NUMBER OF COMPLAINTS RECEIVED AND DISPOSED OFF DURING THE YEAR AS PER THE SEXUALHARRASEMENT OF WORKMEN AT THE WORK PLACE ACT 2013 – PROCTION PROHIBITION ANDREDRESSAL

During the year under review the company has not received any complaint as per thesexual Harassments of Workmen at the Work Place Act 2013.

25. DETAIL OF SHARES IN UNCLAIMED SUSPENSE ACCOUNT

The Company has Nil shares in Unclaimed Suspense Account

26. CORPORATE GOVERNANCE

A Report on Corporate Governance along with a Certificate from the Auditors of theCompany regarding compliance of the conditions of Corporate Governance pursuant to Clause49 of the listing agreement with stock exchanges is annexed as "Annexure-C

27. ACKNOWLEDGMENTS

The company has been very well supported from all quarters and therefore your directorswish to place on record their sincere appreciation for the support and co-operationreceived from Employees Dealers Suppliers Central and State Governments Bankers andothers associated with the Company.

Your Directors wish to thank the banks shareholders and business associates for theircontinued support and cooperation. We look forward to receiving the continued patronagefrom all quarters to become a better and stronger company.

For and on behalf of the Board of Directors
For Capfin India Limited
Meenakshi Rathi Piyush Kumar
Place: Delhi Director Director
Dated: 28.05.2015 DIN: 00325130 DIN: 01902609

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