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Capfin India Ltd.

BSE: 539198 Sector: Financials
NSE: N.A. ISIN Code: INE960C01013
BSE 00:00 | 25 May 2.67 -0.14
(-4.98%)
OPEN

2.95

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2.95

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2.67

NSE 05:30 | 01 Jan Capfin India Ltd
OPEN 2.95
PREVIOUS CLOSE 2.81
VOLUME 513
52-Week high 2.95
52-Week low 1.90
P/E
Mkt Cap.(Rs cr) 1
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 2.95
CLOSE 2.81
VOLUME 513
52-Week high 2.95
52-Week low 1.90
P/E
Mkt Cap.(Rs cr) 1
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 directors have the pleasure in presenting their 25th 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 2016-17are 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 31st March 2017 are as follows:

Particulars Financial year ended 31.03.2017 Financial year ended 31.03.2016
Gross Income 20.48 20.85
Profit/(Loss) before Depreciation and Tax 6.84 (46.79)
Less: Depreciation 0.32 0.20
Profit/(Loss) before Tax 6.52 (46.59)
Add/Less: Provision for tax including deferred Tax (1.16) 0.02
Profit/(Loss) after Tax 5.36 (46.57)

2. BUSINESS PERFORMANCE

During the year under review your company has incurred a Profit before depreciationand Income Tax of Rs. 6.84 lacs from its operation. After providing depreciation of Rs.0.32 lacs and provisions of Income Tax of Rs 1.16 Lacs the company's net profits amountsto Rs. 5.36 Lacs as compared to loss of Rs. (46.57) 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 2017 was Rs. 28647000. During the yearunder review the company has not issued any shares or any convertible instruments.

5. AMOUNT TRANSFERRED TO RESERVES

During the year under review the company has transferred profit of Rs. 5.36 lacs tothe reserves 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 2016- 17 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 2017-2018.

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 THECOMPANY

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

10. LISTING OF SHARES

The Company declares that its equity shares are listed on the stock exchange at Mumbai.The Company has paid the annual listing fee for the year 2017-18 to the above stockexchange.

11. SHARE TRANSFER SYSTEM

The request regarding physical share transfers and share certificates should beaddressed to the Registrar and Transfer Agent. Such requests are processed withinstipulated time from the date of receipt provided documents meet the stipulatedrequirement of statutory provisions in all respect. The share certificates duly endorsedare returned immediately to the shareholder by RTA. The details of transfer andtransmission are placed before the Stakeholders Relationship Committee from time to timeand the Board for noting and confirmation.

12. DIRECTORS AND KEY MANAGERIAL PERSONNEL

At a board meeting held on 13.02.2017 the board had appointed Mrs Sarita Mantry as anadditional director to hold office until the conclusion of the next Annual General Meetingas per the provisions of the Companies Act 2013.

At a board meeting held on 12.11.2016 the board has accepted the resignation ofMr.Piyush Kumar from the post of Directorship of the company.

In accordance with the provisions of Companies Act 2013 Shri Amit Dhantre (DIN:01933623) Independent Director retires by rotation and being eligible offers himself forre-appointment.

12.1 BOARD EVALUATION

Pursuant to the provisions of Companies Act 2013 the Board has carried out annualperformance evaluation of its own performance the directors individually as well theevaluation of the working of its Audit Nomination & Remuneration and Stakeholdercommittee. The manner in which the evaluation has been carried out has been explained inCorporate Governance Report.

12.2 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.

12.3 BOARD MEETINGS

During the year Eight (8) Board meeting were held details of which are given below:

S. No. Date of Board meeting No. of Directors attended meeting
1. 30th May 2016 4
2. 30 th July 2016 3
3. 11th August 2016 4
4. 24st August 2016 4
5. 30th September 2016 3
6. 03rd October 2016 3
7. 12thNovembe r 2016 4
8. 13th February 2017 4

13. COMMITTEE OF BOARD

13.1 AUDIT COMMITTEE

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

Name Status Category
Sunil Chopra Chairman Independent Director
Amit Dhantre Member Independent Director
Sarita Mantry Member Additional Director

13.2 NOMINATION AND REMUNERATION COMMITTEE

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

Name Status Category
Sunil Chopra Chairman Independent Director
Amit Dhantre Member Independent Director
Sarita Mantry Member Additional Director

13.3 STAKEHOLDER RELATIONSHIP COMMITTEE

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

Name Status Category
Sunil Chopra Chairman Independent Director
Amit Dhantre Member Independent Director
Sarita Mantry Member Additional Director

14. 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.

15. 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 2017 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 2017 and of the profit/loss of the Company for the year endedon that 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 proper systems to ensure compliance with the provisions of all applicable lawswere in place and were adequate and operating effectively.

16. COMPANY POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

The Company has formulated a remuneration policy which provides the manner of selectionof Board of Directors KMP and their remuneration. In case of appointment of independentDirectors the Nomination and Remuneration Committee shall satisfy itself with regard toindependent nature of the Directors viz-a-viz the company so as to enable the Board todischarge its performance and duties effectively

17. 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. There are no materially significantrelated party transactions made by the Company with Promoters Directors Key ManagerialPersonnel or other designated persons which may have a potential conflict with theinterest of the Company at large.

18. MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report of your company for the financial yearended on 31st March 2017 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.

(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) 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.

(f) 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.

(g) 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.

19. 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.

20. EXTRACT OF ANNUAL RETURN

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

21. 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.

22. 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 one Executive Director so no sitting fees has been paid to any directorduring the year. The particulars of the employees who are covered by the provisionscontained in Rule 5(2) and rule 5(3) of Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 are requiring particulars of the employees to bedisclosed in the Report of Board of Directors are not applicable to the Company as none ofthe employees was in receipt of remuneration in excess of Rs.1.20 Crore per year duringthe financial year 2016-17.

23. AUDITORS

23.1 STATUTORY AUDITORS

M/s. Adarsh Kumar & Co. Chartered Accountants (ICAI Reg. No. 087559 FRN -013300N) were appointed as statutory auditors of the Company upto the conclusion of29th Annual General Meeting subject to ratification of their appointment at every annualgeneral meeting to be held after 24th Annual General Meeting. They are eligible to beappointed as the statutory auditors and therefore a resolution for the ratification oftheir appointment is recommended for the approval of the shareholders.

23.2 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 CS 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'.

23.3 INTERNAL AUDITORS

The company has appointed Neha Mantry as internal auditor of the company pursuant tosection 138 of the Companies Act 2013 read with Rule 13 of Companies (Accounts) Rules2014.

24. SUBSIDIARY COMPANIES

The Company does not have any subsidiary

25. DETAIL OF FAMILIARIZATION PROGRAMME OF THE INDEPENDENT DIRECTORS

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

26. NUMBER OF COMPLAINTS RECEIVED AND DISPOSED OFF DURING THE YEAR AS PER THE SEXUALHARRASEMENT OF WORKMEN AT THE WORK PLACE ACT 2013 - PROCTION PROHIBITION AND REDRESSAL

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

27. DETAIL OF SHARES IN UNCLAIMED SUSPENSE ACCOUNT

The Company has Nil shares in Unclaimed Suspense Account

28. STATEMENT INDIACTING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OFTHE COMPANY

The provisions of Regulation 21 of SEBI (Listing Obligations and DisclosuresRequirements) Regulations 2015 are not applicable to the company. At present the Companyhas not identified any element of risk in the Company.

29. DISCLOSURE OF RELATIONSHIP BETWEEN THE DIRECTORS

The Directors are not related to each other.

30. 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 and Regulation 17 to 27 of SEBI(Listing Obligations andDisclosure Requirements) Regulations 2015 with stock exchanges is annexed as"Annexure-C".

31. ACKNOWLEDGEMENTS

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
Place: Delhi Rachita Mantry Sarita Mantry
Dated: 30.05.2017 Whole Time Director Director
CIN: L74999DL1992PLC048032 DIN:03414391 DIN: 01111382