You are here » Home » Companies » Company Overview » Capfin India Ltd

Capfin India Ltd.

BSE: 539198 Sector: Financials
NSE: N.A. ISIN Code: INE960C01013
BSE LIVE 14:11 | 18 Sep 2.10 0.05
(2.44%)
OPEN

2.10

HIGH

2.10

LOW

2.10

NSE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 2.10
PREVIOUS CLOSE 2.05
VOLUME 200
52-Week high 2.22
52-Week low 1.90
P/E 12.35
Mkt Cap.(Rs cr) 1
Buy Price 2.05
Buy Qty 11.00
Sell Price 0.00
Sell Qty 0.00
OPEN 2.10
CLOSE 2.05
VOLUME 200
52-Week high 2.22
52-Week low 1.90
P/E 12.35
Mkt Cap.(Rs cr) 1
Buy Price 2.05
Buy Qty 11.00
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 24 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 2015-16are 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 31 March 2016 are as follows:

(Rs. In Lacs)
Particulars Financial year ended 31.03.2016 Financial year ended 31.03.2015
Gross Income 20.85 343.45
Profit/(Loss) before Depreciation and Tax (46.79) 2.35
Less: Depreciation 0.20 0.11
Profit/(Loss) before Tax (46.59) 2.24
Add/Less: Provision for tax including deferred Tax 0.02 0.61
Profit/(Loss) after Tax (46.57) 1.63

2. BUSINESS PERFORMANCE

During the year under review your company has incurred a Loss before depreciation andIncome Tax of Rs. (46.79) lacs from its operation. After providing of depreciation of Rs.0.20 lacs and provisions of Income Tax of Rs 0.02 Lacs the company's net loss amounts Rs.(46.57) Lacs as compared to profit of Rs. 1.63 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 2016 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 loss of Rs. 46.57 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 2015- 16 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 2016-2017.

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 year2016-17 to the above stock exchange.

11. SHARE TRANSFER SYSTEM

The request regarding physical share transfers and share certificates should beaddressed to Registrar and Transfer Agent. Such requests are processed within stipulatedtime from the date of receipt provided documents meet the stipulated requirement ofstatutory provisions in all respect. The share certificates duly endorsed are returnedimmediately to the shareholder by RTA. The details of transfer and transmission are placedbefore the Stakeholders Relationship Committee from time to time and the Board for notingand confirmation.

12. DIRECTORS AND KEY MANAGERIAL PERSONNEL

At the 23rd Annual General Meeting of the company held on 29th September 2015 thecompany had appointed Ms. Rachita Mantry (DIN :03414391)as an Whole Time Director as persection th

149(1) of the companies act 2013 for 5 consecutive years upto the conclusion of the 28Annual General Meeting. And accepted the resignation of Mrs. Meenakshi Rathi from the postof Whole Time Director w.e.f 26.07.2015

At a board meeting held on 13.08.2015 the board had appointed Mr. Amit Dhantre as anindependent director for a term of 5 years as per the provisions of the companies act2013 and accepted the resignation of Mr. Dinesh Kumar from the post of directorship.

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 Regulation17 of SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015 of listingagreement.

Also Mrs. Priyanka Chaudhary appointed as Company Secretary w.e.f 13.08.2015 and Ms.Rachita Mantry as Chief Financial officer w.e.f 14.11.2015 of the company. And Ms. FarhaNaaz has resigned from the post of Company Secretary w.e.f. 25.07.2015 and Ms. SunitaLohani has resigned from the post of Chief Financial Officer w.e.f 31.08.2015

In accordance with the provisions of Companies Act 2013 Shri Sunil Chopra (DIN:06686443) Non Executive Director retires by rotation and being eligible offers himselffor re-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 Ten (10) Board meeting were held details of which are given below:

S. No. Date of Board meeting No. of Directors attended meeting
1. 28th May 2015 4
2. 9th July 2015 4
3. 30th July 2015 3
4. 13th August 2015 3
5. 21st August 2015 3
6. 25th August 2015 3
7. 29th September 2015 4
8. 9 th October 2015 4
9. 14thNovember 2015 4
10. 13th February 2016 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
Piyush Kumar Member Non Executive Director
Amit Dhantre Member Independent 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
Piyush Kumar Member Non Executive Director
Amit Dhantre Member Independent 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
Piyush Kumar Member Non Executive Director
Amit Dhantre Member Independent 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 2016 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 2016 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 systems to ensure compliance with the provisions of all applicable laws were inplace and were adequate and operating effectively.

16. 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. All material related partytransactions that were entered into during the financial year were on an arm's lengthbasis and were in the ordinary course of business. 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.

17. MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report of your company for the financial yearended on 31st March 2016 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) 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.

18. 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.

19. EXTRACT OF ANNUAL RETURN

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

20. 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.

21. 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:

a) Employed throughout the year - Three b) Employed for part of the year - Nil

The remuneration paid to all Key management Personnel was in accordance withremuneration policy adopted by the company

22. AUDITORS

22.1 STATUTORY AUDITORS

To retire auditor M/s. Bhupinder Shah & Co. Chartered Accountants (ICIA Reg. No.008169N) Delhi at the conclusion of the ensuing Annual General Meeting and appoint AdarshKumar & Co Chartered Accountants Delhi as Auditors for 5 consecutive years subjectto ratification of the appointment by the Members of the Company at every Annual GeneralMeeting as per the provisions of the Companies Act 2013 at such remuneration plus servicetax out-of-pocket travelling and living expenses etc. as may be mutually agreedbetween the Board of Directors of the Company and the Auditors.".The Auditors of thecompany have not expressed any qualification in their report and notes to accounts givenare self explanatory.

22.2 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'.

22.3 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.

23. SUBSIDIARY COMPANIES

The Company does not have any subsidiary

24. DETAIL OF FAMILIARIZATION PROGRAMME OF THE INDEPENDENT DIRECTORS

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

25.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.

26. DETAIL OF SHARES IN UNCLAIMED SUSPENSE ACCOUNT

The Company has Nil shares in Unclaimed Suspense Account

27. 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.

28. DISCLOSURE OF RELATIONSHIP BETWEEN THE DIRECTORS

The Directors are not related to each other.

29. 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".

30. 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
Rachita Mantry Piyush Kumar
Director Director
DIN: 03414391 DIN: 01902609
Place: Delhi
Dated: 30.05.2016

"Annexure – A" to the Board Report SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED MARCH 31 MARCH 2016

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

To

The Members Capfin India Limited PP-1 Gali No.-10 Industrial Area Anand Parvat DelhiWest Delhi-110005

We have conducted the Secretarial Audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by M/s. Capfin India Limited (hereinaftercalled "the Company"). Secretarial Audit was conducted in a manner thatprovided us a reasonable basis for evaluating the corporate conducts/statutory compliancesand expressing our opinion thereon.

Based on our verification of the Company's books papers minute books forms andreturns filed and other records maintained by the Company and also the informationprovided by the Company its officers agents and authorized representatives during theconduct of Secretarial Audit we hereby report that in our opinion the Companyhas during the audit period covering the financial year ended on March 31 2016 compliedwith the statutory provisions listed hereunder and also that the Company has properBoard-processes and compliance-mechanism in place to the extent in the manner and subjectto the reporting made hereinafter:

We have examined the books papers minute books forms and returns filed and otherrecords maintained by M/s. Capfin India Limited for the financial year ended on March 31 2016 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 madethereunder;

(iii) The Depositories Act 1996 and the Regulations and Bye-laws framed thereunder;

(iv) Foreign Exchange Management Act 1999 and the rules and regulations madethereunder to the extent of Foreign Direct Investment Overseas Direct Investment andExternal Commercial Borrowings

(v) The following Regulations and Guidelines prescribed under the Securities andExchange Board of India Act 1992 ('SEBI Act'):-

a) The Securities and Exchange Board of India (Substantial Acquisition of Shares andTakeovers) 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 DisclosureRequirements) Regulations 2009

d) The Securities and Exchange Board of India (Employee Stock Option Scheme andEmployee Stock Purchase Scheme) Guidelines 1999

e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations 2008

f) The Securities and Exchange Board of India (Registrars to an Issue and ShareTransfer Agents) Regulations 1993 regarding the Companies Act and dealing with client

g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations2009; and

h) The Securities and Exchange Board of India (Buyback of Securities) Regulations1998;

(vi) Other Laws - specifically applicable to the Company as identified by theManagement of the Company :

a) Water (Prevention and Control of Pollution) Act 1974 b) Industrial Disputes Act1947 and other Labour Legislations c) The Electricity Act 2003 d) Environment(Protection) Act 1988 e) Air (Prevention and Control of Pollution) Act 1981 f) ExplosivesAct 1984 g) Mines Act 1952 h) Mines and Minerals(Development & Regulation) Act 1957 i)Contract Labour(Regulation & Abolition) Act 1970 concerning the business and affairsof the Company at Amelia (North) Coal Block Distt Singraul (M.P.) j) Income Tax ct 1961k) Sales Tax Acts/ Value Added Tax Acts l) Employees Provident Fund and MiscellaneousProvisions Act 1952 and the prescribed particulars and forms have also been filed with theconcerned Authorities within the time allowed by the Law

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

(a) Secretarial Standards issued by The Institute of Company Secretaries of India.

Further the Company has entered into any agreement with Bombay Stock Exchange Limiteddt. 15.02.2016 as it is the requirement of the Exchange that the Company shall submit aListing Agreement duly executed along with an application for admission and continuedadmission of the securities to dealings on the Exchange.

And the Company is desirous of continuing the listing of securities on the Exchange.

During the period under review the Company has complied with the provisions of the ActRules Regulations Guidelines Standards etc. mentioned above.

We further report that:

The Compliance by the Company of applicable financial laws like Direct and IndirectTax Laws has not been reviewed in Audit since the same have been subject to review byStatutory Financial Audit and other designated professional.

The Board of Directors of the Company is duly constituted with proper balance ofExecutive Directors Non-Executive Directors and Independent Directors. The changes in thecomposition of the Board of Directors that took place during the period under review werecarried out in compliance with the provisions of the Act.

Adequate notice is given to all directors to schedule the Board Meetings agenda anddetailed notes on agenda were sent at least seven days in advance and a system exists forseeking and obtaining further information and clarifications on the agenda items beforethe meeting and for meaningful participation at the meeting.

Majority decision is carried through while the dissenting members' views are capturedand recorded as part of the minutes.

We further report that there are adequate systems and processes in the Companycommensurate with the size and operations of the Company to monitor and ensure compliancewith applicable laws rules regulations and guidelines.

We further report that during the audit period there were no instances of: (a) Public/Rights/ Preferential Issue of Shares/Debentures/ Sweat Equity (b) Redemption/ Buy-back ofSecurities (c) Merger/ Amalgamation/ Reconstruction etc; (d) Foreign TechnicalCollaborations

For Neha Jain & Associates
Company Secretaries
Place: Ghaziabad
Date: 30 May 2016 Sd/-
Neha Jain
Company Secretary
ACS No- 30822
C P No- 14344