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Capital First Ltd.

BSE: 532938 Sector: Financials
NSE: CAPF ISIN Code: INE688I01017
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VOLUME 21656
52-Week high 796.25
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P/E 26.07
Mkt Cap.(Rs cr) 5180.77
Buy Price 560.50
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OPEN 562.10
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VOLUME 21656
52-Week high 796.25
52-Week low 348.00
P/E 26.07
Mkt Cap.(Rs cr) 5180.77
Buy Price 560.50
Buy Qty 49.00
Sell Price 561.00
Sell Qty 11.00

Capital First Ltd. (CAPF) - Director Report

Company director report

Dear Members

Your Directors have pleasure in presenting the Tenth Annual

Report of your Company with the audited financial statement for the financial yearended March 31 2015.

FINANCIAL HIGHLIGHTS

The highlights of the consolidated and standalone financial statement of the Companyfor the financial years 2014-15 and 2013-14 are as under:

(Rs. in Million)

Particulars Consolidated Standalone
2014-15 2013-14 2014-15 2013-14
Total Income 14418.58 10625.14 14259.32 10797.12
Total Expenditure 12791.40 9977.63 12646.13 10043.79
Profit Before Tax and exceptional items 1627.18 647.51 1613.19 753.33
Exceptional income/ (expense) - - - (344.48)
Provision For Tax 510.59 58.00 492.99 39.02
Profit after tax from continuing operations 1116.59 589.51 1120.20 369.83
Profit/(Loss) after tax from Discontinuing operations 26.22 (63.23) - -
Profit for the year 1142.81 526.28 1120.20 369.83
Profit/(Loss)brought forward from previous Year 931.95 676.22 1216.26 1113.55
Less: Accelerated
Depreciation as per the Companies Act 2013 6.71 - 6.71 -
Less: Loss in recovery of advances granted to Employee Welfare Trusts 18.36 - 18.36 -
Profit available for appropriation 2049.69 1202.50 2311.39 1483.38
Appropriations:
Transfer to Reserve Fund under Section 45- IC of the RBI Act 1934 224.04 73.96 224.04 73.97
Transfer to statutory reserve under section 29C of the National Housing Bank Act 1987 4.03 3.44 - -
Proposed Dividend 200.24 165.41 200.24 165.41
Dividend Tax thereon 40.76 - 40.76 -
Transfer to General Reserve 112.02 27.74 112.02 27.74
Balance carried forward to Balance Sheet 1468.60 931.95 1734.34 1216.26

The Company is focused on providing loans to Retail MSME Consumer and Wholesalecredit which is expected to drive growth for the Company going forward.

During the year under review the Company has successfully grown its outstanding LoanAssets under Management from Rs. 96.79 billion to Rs. 119.75 billion a growth of 24%. TheRetail Assets under Management has grown from Rs. 78.83 billion to Rs. 101.17 billion agrowth of 28%. Wholesale Book increased only by 4% from Rs. 17.96 billion to Rs. 18.62billion.

The Net worth of the Company increased from Rs. 11.71 billion to Rs. 15.74billion as at March 31 2015.

Consolidated Net Interest Income increased by 58% from Rs. 3393 million during thefinancial year ending March 31 2014 toRs. 5363 million during the financial year endingMarch 31 2015. The profit after tax was up by 117% from 526.28 million to Rs. 1142.81million.

The Company proposes to transfer an amount of Rs. 112.02 million to the GeneralReserves.

DIVIDEND

Keeping in mind the overall performance and the outlook for your Company yourDirectors are pleased to recommend a dividend of Rs. 2.20 (Rupees Two and paise Twentyonly) per share i.e. 22% on each Equity Share having face value of Rs. 10/- (Rupees Tenonly). The total outgo for the current year amounts to Rs. 200.24 million as against Rs.165.41 million in the previous year.

CAPITAL ADEQUACY

The Company’s capital adequacy ratio was 23.44% as on March 31 2015 which issignificantly above the threshold limit of 15% as prescribed by the Reserve Bank of India.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As required under Clause 49 of the Listing Agreement enteredintoCircular/Notifications/ with the Stock Exchanges and Directions issued by Reserve Bankof India from time to time the Management Discussion and Analysis of the financialcondition and result of consolidated operations of the Company for the year under reviewis presented in a separate section forming part of the Annual Report.

CORPORATE GOVERNANCE

A Report on Corporate Governance as required under Clause 49 of the Listing Agreemententered into with the Stock Exchanges forms part of the Annual Report.

A Certificate from M/s. Makarand M Joshi & Co. Practicing Company Secretariesconfirming compliance with the conditions of Corporate Governance as stipulated under theaforesaid Clause 49 also forms part of the Annual Report.

SHARE CAPITAL

During the year under review the Company raised funds through issue and allotment of7692300 Equity Shares at a price of Rs. 390/- per Equity Share (including a premium ofRs. 380/- per Equity Share) aggregating to Rs. 2999997000/- to QualifiedInstitutional Buyers through Qualified Institutions Placement mode pursuant to ChapterVIII of the Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations 2009 as amended and section 42 of the Companies Act 2013 andthe rules made thereunder.

During the year under review the Company had issued and allotted 658500 equityshares and subsequent to the year under review 27050 equity shares were also allotted tothe eligible employees of the Company under various Employee Stock Option Schemes of theCompany. The paid up equity share capital of the Company as on date of this report standsat Rs. 910093190/- comprising of 91009319 equity shares of Rs. 10/- each.

In order to meet its growth objectives and to strengthen its financial position it isrequired to generate long term resources by issuing securities. It is therefore deemedappropriate to reclassify the Authorised Share Capital of the Company from Rs.1130000000/- (Rupees One Hundred and Thirteen Crore) comprising of 103000000 (TenCrore Thirty Lac) Equity Shares of Rs. 10/- (Rupees Ten) each and 10000000 (One Crore)Compulsorily Convertible Preference Shares of Rs. 10/- (Rupees Ten) each to Rs.1130000000/- (Rupees One Hundred and Thirteen Crore) comprising of 113000000 (ElevenCrore Thirty Lakhs) Equity Shares of Rs. 10/- (Rupees Ten) subject to the approval ofshareholders at the ensuing Annual General Meeting of the Company.

SUBSIDIARIES

During the year under review the Board of Directors of Capital First InvestmentAdvisory Limited (‘CFIAL’) and Capital First Home Finance Private Limited(‘CFHFPL’) both being wholly owned subsidiary Companies of the Company hadapproved the Scheme of Amalgamation pursuant to which a petition has been filed withHon’ble Bombay High Court for merger of CFIAL into CFHFPL. During the year underreview Anchor Investment & Trading Private Limited which had been involved ininvestment management and advisory activity has initiated the process of winding up. Asthis business was discontinued by the Company in 2010-11.

PUBLIC DEPOSITS

The Company being a Non-Deposit Accepting Non-Banking Finance Company has not acceptedany deposits from the public during the year under review and shall not accept anydeposits from the public without obtaining prior approval of the Reserve Bank of India(RBI).

RBI GUIDELINES

As a Systemically Important Non Deposit taking Non-Banking Finance Company yourCompany always aims to operate in compliance with applicable RBI laws and regulations andemploys its best efforts towards achieving the same.

NUMBER OF MEETINGS OF THE BOARD

The Board met 8 times in financial year 2014-15 viz. on April 02 2014 May 08 2014August 05 2014 September 24 2014 November 07 2014 December 22 2014 January 062015 and February 10 2015. The maximum interval between any two meetings did not exceed120 days.

COMMITTEES OF THE BOARD

During the year in accordance with the Companies Act 2013 and Clause 49 of ListingAgreement the Board re-constituted some of its Committees and also formed a CorporateSocial Responsibility Committee. The Committees are as follows:

Audit Committee

Nomination and Remuneration Committee

Stakeholders’ Relationship Committee

Corporate Social Responsibility Committee

Details of the said Committees along with their charters composition and meetings heldduring the year are provided in the "Report on Corporate Governance" a part ofthis Annual Report.

GOLD AUCTIONED

The disclosures as required by circular no. DNBS.CC.PD.No.356 /03.10.01/2013-14 datedSeptember 16 2013 issued by Reserve Bank of India regarding reporting of the GoldAuctioned during the financial year 2014-15 are provided at Note No. 43 of Notes to theStandalone Financial Statements.

CREDIT RATING

Short-term borrowing programme: During the year under review Credit Analysis &Research Ltd. ("CARE") reaffirmed the "A1+" ("A One Plus")rating for the short term borrowing program. The rating is the highest rating issued byCARE for short term debt instruments and indicates strong capacity for timely payment ofshort term debt obligations and further indicates that the borrowing carries the lowestcredit risk. During the year under review the rating of short term borrowing programmewas enhanced by Rs. 3000 million i.e. from Rs. 9000 million to Rs. 12000million.

During the year Credit Analysis & Research Ltd. (CARE) and Brickwork Ratings IndiaPrivate Limited (Brickwork) reaffirmed the long term rating of "AA+" (Double APlus) of your Company. Instruments with this rating are considered to have high degree ofsafety regarding timely servicing of financial obligations. Such instruments carry verylow credit risk.

Long-term Bank Loan Facilities: During the year the Company’s rating of"CARE AA+" ("Double A Plus") by CARE in respect of the bank loanfacilities of the Company was enhanced from Rs. 81450 million to Rs. 82450 million.

Secured Redeemable Non-Convertible Debentures (NCDs): During the year CAREAA+" ("Double A Plus") for the Secured Redeemable NCDs for an aggregateamount of Rs. 13000 million (enhanced from Rs.10500 million). The rating of "BWRAA+" ("BWR Double A Plus") for an aggregate amount of Rs. 12500 million(enhanced from Rs.10000 million) was also reaffirmed by Brickwork.

Subordinated Non-Convertible Debentures (NCDs): During the year CARE reaffirmed therating of "CARE AA+" ("Double A Plus") rating for the UnsecuredSubordinated Debt program of the Company for an aggregate amount of Rs. 2000 million.Brickwork also reaffirmed the rating to "BWR AA+" ("BWR Double APlus") for the Unsecured Subordinated Debt program of the Company for an aggregateamount of Rs. 2000 million.

Perpetual Non-Convertible Debentures (NCDs): During the year CARE reaffirmed the"CARE AA" ("Double A") rating to the Perpetual Debt program of theCompany for an aggregate amount of Rs. 2000 million (enhanced from Rs. 1500 million).Brickwork also reaffirmed the "BWR AA" ("Double A") rating to thePerpetual Debt program of the Company for an aggregate amount of Rs. 2000 million(enhanced from Rs. 1500 million).

DIRECTORS & KEY MANAGERIAL PERSONNEL

a. Cessation

During the year under review Mr. Anil Singhvi (DIN 00239589) resigned from the post ofNon Executive Independent Directorship and Committees in which he was serving asChairman/Committee Member with effect from December 22 2014. The Board placed on itsrecords its appreciation for the valuable contribution provided by Mr. Anil Singhvi.

b. Retire by Rotation

In accordance with Section 152 and other applicable provisions of Companies Act 2013Mr. Vishal Mahadevia (DIN 01035771) being Non- Executive Director retires by rotationand being eligible offers himself for reappointment at the ensuing Annual General Meeting.The Board recommends his appointment.

c. Reappointment of Mr. V. Vaidyanathan (DIN 00082596) as Chairman &Managing Director and revision in remuneration

The term of Mr. V. Vaidyanathan (DIN 00082596) Chairman & Managing Director of theCompany who was appointed for a term of five years with effect from August 10 2010expires on August 09 2015. It is therefore proposed to reappoint Mr. V. Vaidyanathan (DIN00082596) for a period of five years with effect from August 10 2015 and reviseremuneration terms as approved by the Board.

d. Appointment of Independent Directors

With coming into force of the provisions of Companies Act 2013 the Board hadappointed the existing Directors viz. Mr. N.C. Singhal (DIN 00004916) Mr. Hemang Raja(DIN 00040769) and Mr. M. S. Sundara Rajan (DIN 00169775) as Independent Directors of theCompany for a consecutive term of three years up to March 31 2017 as per Section 149 ofthe Companies Act 2013 read with its Rules. The shareholders of the Company at theirAnnual General Meeting held on June 18 2014 had approved aforesaid appointment.

During the year under review Dr (Mrs.) Brinda Jagirdar (DIN 06979864) and Mr. DineshKanabar (DIN 00003252) had been appointed as Additional Non Executive IndependentDirectors and Mr. Narendra Ostawal (DIN 06530414) as Additional Non Executive Director ofthe Company who shall hold office upto the date of ensuing Annual General Meeting of theCompany. The Company has received notices in writing under Section 160 of the CompaniesAct 2013 from members proposing appointment as Directors. The Board recommends theirappointment.

The details of the aforesaid Directors forms part of this Report as Annexure I.

Based on the confirmations received none of the Directors are disqualified forappointment under Section 164(2) of Companies Act 2013.

e. Key Managerial Personnel

During the year under review Mr. V. Vaidyanathan Chairman & Managing Director (DIN00082596); Mr. Pankaj Sanklecha - Chief Financial Corporate Centre; and Mr. SatishGaikwad Head - Legal Compliance & Company Secretary were designated as the KeyManagerial Personnel of the Company pursuant to the requirements of the applicableprovisions of Companies Act 2013 read with its Rules by the Board of Directors and theirterms and conditions of the appointment and remuneration was considered by the Board.

BOARD’S INDEPENDENCE

Our definition of ‘Independence’ of Directors is derived from Clause 49 ofthe Listing Agreement with Stock Exchanges and Section 149(6) of the Companies Act 2013.Based on the confirmation / evaluation of the relationships disclosed the followingNon-Executive Directors are Independent in terms of Clause 49 of the Listing Agreement andSection 149(6) of the Companies Act 2013 :-

1. Mr. N.C. Singhal (DIN 00004916)

2. Mr. Hemang Raja (DIN 00040769)

3. Mr. M.S. Sundara Rajan (DIN 00169775)

4. Dr. (Mrs.) Brinda Jagirdar (DIN 06979864)

5. Mr. Dinesh Kanabar (DIN 00003252)

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the requirements of Section 134 (5) of the Companies Act 2013 withrespect to Directors’ Responsibility Statement it is hereby stated that:

(a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;

(b) the Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe profit and loss of the company for that period;

(c) the Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;

(d) the Directors have& Head prepared the annual accounts on a going concern basis;(e) the Directors have laid down internal financial controls to be followed by the companyand that such internal financial controls are adequate and were operating effectively; and

(f) the Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

COMPANY’S POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION & EVALUATION

Pursuant to the provisions of the Companies Act 2013 and Clause 49 of the ListingAgreement Policy on Nomination and received from the Directors and on Remuneration ofDirectors Key Managerial Personnel Senior Management and other employees has beenformulated including criteria for determining qualificationspositive attributesIndependence of a Director and other matters as required under the said Act and ListingAgreement.

The evaluation framework for assessing the performance of Directors comprises of thefollowing key areas:

Expertise;

Objectivity and Independence;

Guidance and support in context of life stage of the Company;

Understanding of the Company’s business;

Understanding and commitment to duties and responsibilities;

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

Participation in discussions in effective and constructive manner;

Responsiveness in approach;

Ability to encourage and motivate the Management for continued performanceand success; The evaluation involves Self-Evaluation by the Board Member and subsequentlyassessment by the Board of Directors. A member of the Board will not participate in thediscussion of his / her evaluation.

Accordingly a process of evaluation was followed by the Board for if own performanceand that of its Committees and individual Directors and also the necessary evaluation wascarried out by Nomination and Remuneration Committee and Independent Director at theirrespective meetings held for the purpose.

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.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

Details of Loans Guarantees and Investments are given in the notes to the FinancialStatements.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SECTION188

During and subsequent to the year under review the contracts or arrangements withrelated parties have been on arms length and in ordinary course of business and they werenot material in nature. Accordingly the particulars of the transactions as prescribed inForm AOC - 2 of the rules prescribed under Chapter IX relating to Accounts of Companiesunder the Companies Act 2014 are not required to be disclosed as they are not applicable.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT 9 is annexedherewith as Annexure 2 to this Director’s Report.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

During the year under review the Board of Directors at its meeting held on May 08 2014had constituted Corporate Social Responsibility (CSR) Committee in accordance with Section135 of Companies Act 2013 read with rules formulated therein. The Company pursuant to therecommendation of the CSR Committee had adopted a detailed policy on Corporate SocialResponsibility and also discussed and identified the core areas in which the CSRactivities was proposed to be carried out in the CSR Committee Meetings from time to time.

The details of contents of CSR Policy of the Company and the details about thedevelopment of CSR Policy and initiatives taken by the Company on Corporate SocialResponsibility during the year as per annexure attached to the Companies (Corporate SocialResponsibility Policy) Rules 2014 have been appended as Annexure 3 to this Report.

STATUTORY AUDITORS & THEIR REPORT

M/s. S. R. Batliboi & Co. LLP Chartered Accountants having ICAI Firm RegistrationNo. 301003E were appointed as Statutory Auditors of your Company at the Ninth AnnualGeneral Meeting (AGM) held on June 18 2014 from the conclusion of the said AGM tillconclusion of Twelfth Annual General Meeting. As per the provisions of Section 139 of theCompanies Act 2013 the appointment of Statutory Auditors is required to be ratified bymembers at every Annual General Meeting. Accordingly the appointment of M/s. S. R.Batliboi & Co. LLP as Statutory Auditor of the Company is placed for ratification bythe shareholders. The Auditor’s Report does not contain any qualificationreservation or adverse remark.

SECRETARIAL AUDITORS & THEIR REPORT

Pursuant to the provisions of Section 204 of the Companies Act 2013 and Rules madethereunder the Company had appointed M/s. Makarand M Joshi & Co. PracticingCompany Secretaries to undertake the Secretarial Audit of the Company for thefinancialyear 2014-15. The Secretarial Audit Report for financial year 2014-15 has beenappended as Annexure 6 to this Report.

The Auditor’s Report does not contain any qualification reservation or adverseremark.

The Board of the Directors at their Meeting held on May 13 2015 have reappointed M/s.Makarand M Joshi & Co. Practicing Company Secretaries to undertake the SecretarialAudit of the Company for the financial year 2015-16.

PARTICULARS OF EMPLOYEES EMPLOYEES STOCK OPTION SCHEME AND EMPLOYEES STOCK PURCHASESCHEME

The details in terms of Section 197 of the Companies Act 2013 read with Rule 5(1) ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 areforming part of this report as Annexure 5. The statement containing particulars ofemployees as required under Section 197(12) of the Companies Act 2013 read with Rule 5(2)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 may beobtained by the members by writing to the Company Secretary of your Company. During theyear under review Board of Directors of the Company on the recommendation of Nomination& Remuneration Committee at its Meeting held on April 02 2014 and shareholders atAnnual General Meeting held on June 18 2014 approved the ‘CMD Stock Option Scheme -2014’.

Also during the year under review the Company has granted employee stock options toeligible employees under various Employee Stock Option Schemes. During the year underreview the Company had also issued and allotted 658500 equity shares and subsequent tothe year under review also 27050 equity shares were allotted to the eligible employeesof the Company under various Employee Stock Option Schemes of the Company.

The details with respect to the Employee Stock Option Schemes/ Employee Stock PurchaseScheme are annexed and forms part of this Report as Annexure 4.

PARTICULARS OF ENERGY CONSERVATION TECHNOLOGY ABSORPTION EXPENDITURE ON RESEARCH ANDDEVELOPMENT FOREIGN EXCHANGE INFLOW/OUTFLOW ETC.

The requirements of disclosure with regard to Conservation of Energy in terms ofSection 134 of the Companies Act 2013 read with the Companies (Accounts) Rules 2014are not applicable to the Company since it doesn’t own any manufacturing facility.

However the Company makes all efforts towards conservation of energy protection ofenvironment and ensuring safety.

The details of the earnings and outgoing Foreign Exchange during the year under revieware provided in Notes to the Financial Statements as at March 31 2015. The Members arerequested to refer to the said Note for details in this regard.

VIGIL MECHANISM

Your Company has established a ‘Whistle Blower Policy and Vigil Mechanism’for directors and employees to report to the appropriate authorities concerns aboutunethical behavior actual or suspected fraud or violation of the Company’s code ofconduct policy and provides safeguards against victimization of employees who avail themechanism and also provide for direct access to the Chairman of the Audit Committee. Thesaid policy has been uploaded on the website of the Company.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There have been no material changes and commitments if any affecting the financialposition of occurred between the end of the financial which the financial statementsrelate

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS 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.

RISK MANAGEMENT POLICY AND INTERNAL CONTROL

The Company has adopted a Risk Management Policy duly approved by the Board and alsohas in place a mechanism to identify assess monitor and mitigate various risks to keybusiness objectives. Major risks identified by the businesses and functions aresystematically addressed through mitigating actions on a continuing basis. These arediscussed at the meetings of the Risk Management Committee Audit Committee and the Boardof Directors of the Company. The Company’s internal control systems are commensuratewith the nature of its business and the size and complexity.

DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION& REDRESSAL) ACT 2013 READ WITH RULES

Pursuant to the requirements of Section 22 of Sexual Harassment of Women at Workplace(Prevention Prohibition & Redressal) Act 2013 read with Rules thereunder the Companyhas not received any complaint of sexual harassment during the year under review.

ACKNOWLEDGEMENT

We are grateful to the Government of India the Reserve Bank of India the Securitiesand Exchange Board of India the Stock Exchanges Insurance Regulatory and DevelopmentAuthority of India National Housing Bank and other regulatory authorities for theirvaluable guidance and support and wish to express our sincere appreciation for theircontinued co-operation and assistance. We look forward to their continued support infuture. We wish to thank our bankers investors rating agencies customers and all otherbusiness associates for their support and trust reposed in us.

Your Directors express their deep sense of appreciation for all the employees whosecommitment co-operation active participation dedication and professionalism has madethe organization’s growth possible.

Finally the Directors thank you for your continued trust and support.

On behalf of the Board of Directors
V. Vaidyanathan
Chairman & Managing Director
DIN:00082596
Place : Mumbai
Date : May 13 2015

ANNEXURE 1 TO THE DIRECTORS' REPORT

BRIEF PROFILE OF DIRECTORS

I. MR. V. VAIDYANATHAN (DIN 00082596)

Mr. V. Vaidyanathan aged 47 is the Chairman and Managing Director of Capital FirstLimited (CFL). He worked with Citibank from 1990-2000 and with the ICICI Group from2000-2010. In order to take an entrepreneurial role he acquired a stake in an existingNBFC and then secured an equity backing of USD 150 million from Warburg Pincus in 2012and thus formed Capital First Limited. Warburg Pincus is a large Global Private Equityplayer with funds of over US$ 40 billion. Post the transaction he holds shares andoptions totaling 14% of the company on a fully diluted basis through personal holdings andrelated entities.

In March 2010 the Company was a wholesale lending NBFC with Capital Base of Rs. 6900Million with loan assets of Rs. 9347 Million with NPA of 5.3%. He used this platform totransform the Company into a highly successful Retail NBFC with a Capital Base of Rs.22.39 Billion with loan assets of Rs. 119.75 Billion (Mar’15) and NPA of less than1%. Under his leadership the long term credit rating has been re-rated thrice in 3 yearsfrom A+ to AA+. He has grown the Company to provide financial services to 222 locations inIndia with over 1000 employees. He believes that financing India’s 30 million MSMEsand India’s emerging middle class with a differentiated model based on newtechnology platforms offers a unique opportunity in India.

He joined the ICICI Limited in early 2000 when it was still a Domestic FinancialInstitution and the retail business he built helped the transition of ICICI as a DFI to aUniversal Bank. He launched the Retail Banking Business for ICICI in 2000 and built it to1400 ICICI Bank branches in 800 cities 25 million customers a vast CASA and retaildeposit base with branch internet and digital banking and built a retail loan book ofover Rs. 135000 Crores in Mortgages Auto loans Commercial Vehicles Credit Cards andPersonal Loans. In addition he also built the ICICI Bank’s SME business and managedthe Rural Banking Business. He was appointed as MD and CEO of ICICI Personal FinancialServices at 32 Executive Director on the Board of ICICI Bank at the age of 38 and becamethe MD and CEO of ICICI Prudential Life Insurance Co at 41. He was also the Chairman ofICICI Home Finance Co. Ltd and served on the Board of ICICI Lombard General InsuranceCompany CIBIL- India’s first Credit Bureau and SMERA- SIDBI’s Credit RatingAgency. He started his career with Citibank India in 1990 and worked there till 2000 inretail banking.

During his career he and his organization have received a large number of domestic andinternational awards including "Best Retail bank in Asia 2001" "Excellencein Retail Banking Award" 2002 "Best Retail Bank in India 2003 2004 and 2005from the Asian Banker" "Most Innovative Bank" 2007 "Leaders under40" from Business Today in 2009 "Greatest Corporate Leaders of India2014" and was nominated "Retail Banker of the Year" by EFMA Europe for2008. He is an alumnus of Birla Institute of Technology and Harvard Business School. He isa regular contributor in India and abroad international forums on Financial and Bankingmatters.

The details of the Directorship and/or Membership/ Chairmanship of Committees of theBoard held by Mr. V. Vaidyanathan (except private companies Non Profit companiesand foreign companies) as on March 31 2015 are as follows:

Sr. No Name of the Company Committee positions held (excluding in Company)
Audit Committee Stakeholders Relationship Committee
1 Capital First Home - -
Finance Pvt. Ltd.

Mr. Vaidyanathan holds 341496 equity shares in Capital First Limited. In addition JVand Associates LLP in which Mr. V. Vaidyanathan is partner holds 4773795 shares.

II. MR. N.C. SINGHAL (DIN 00004916)

Mr. N. C. Singhal aged 78 is a Non Executive Independent Director of the Company. Hejoined the Board of Directors of the Company in September 2010. Mr. Singhal is theChairman of Nomination and Remuneration Committee and a Member of Audit Committee of theBoard of Directors of the Company.

Mr. N. C. Singhal holds postgraduate qualifications in Economics Statistics andAdministration and was awarded the United Nations Development Programme Fellowship foradvanced studies in the field of project formulation and evaluation in Moscow andSt. Petersburg. He received professional training in development banking at the WorldBank Washington D.C. and Kreditenstalt fur Wiederaufbau Frankfurt. He was the founderChief Executive Officer designated as the Vice- Chairman & Managing Director of TheShipping Credit & Investment Corporation of India Limited (since merged with theICICI). Earlier he was a senior executive and then a member of the Board of Directors ofICICI Limited. He was a Banking Expert to the Industrial Development Bank of Afghanistanfor the World Bank project and a Consultant and Management Specialist with the AsianDevelopment Bank in Philippines South Korea Pakistan and Uzbekistan.

Mr. Singhal is a member of the Advisory Board of the International Maritime BureauLondon and was the Vice- Chairman of the Commission on Maritime Transport of theInternational Chamber of Commerce Paris. He has been Non-Executive Chairman/ Director ofseveral companies; including Axis Bank Limited Shipping Corporation of India Limited andMax New York Life Insurance Company Limited. He is currently Non-ExecutiveChairman/Director of several companies in the manufacturing and financial sector.

The details of the Directorship and/or Membership/ Chairmanship of Committees of theBoard held by Mr. N. C. Singhal (except private companies Non Profit companies andforeign companies) as on March 31 2015 are as follows:

Sr. No. Name of the Company Committee positions held (excluding in Company)
Audit Committee Stakeholders Relationship Committee
1 Deepak Fertilizers and Petrochemicals Corporation Limited C -
2 Max India Limited C M
3 Birla Sun Life Asset Management Company Limited - -
4 Shapoorji Pallonji Forbes Shipping Limited - -
5 Binani Industries Limited M M
6 Essar Shipping Limited - -
7 Essar Ports Limited - -
8 Essar Bulk Terminal Limited - -
9 Tolani Shipping Company Limited C -

C - Chairman of the Committee

M - Member of the Committee

Mr. N.C. Singhal does not hold any shares in the Company.

III. MR. VISHAL MAHADEVIA (DIN 01035771)

Mr. Vishal Mahadevia aged 42 is a Non Executive Director of the Company. He joined theBoard of Directors of the Company in September 2012. Mr. Mahadevia is the Member of AuditCommittee Corporate Social Responsibility Committee and Nomination and RemunerationCommittee of the Board of Directors of the Company.

Mr. Vishal Mahadevia is Managing Director and co-head of Warburg Pincus India PrivateLimited. Previously he was with Greenbriar Equity Group a fund focused on private equityinvestments in the transportation sector. Prior to that Mr. Mahadevia worked at ThreeCities Research Inc. a New York-based private equity fund and as a consultant withMcKinsey & Company. He is a Director of AU Financiers Biba Apparels Capital FirstContinental Warehousing Gangavaram Port IMC Limited Kalyan Jewellers and QuEST GlobalServices. Mr. Mahadevia received a B.S. in economics with a concentration infinance and aB.S. in electrical engineering from the University of Pennsylvania.

The details of the Directorship and/or Membership/ Chairmanship of Committees of theBoard held by Mr. Vishal Mahadevia (except private companies Non Profit companiesand foreign companies) as on March 31 2015 are as follows:

Sr. No. Name of the Company Committee positions held (excluding in Company)
Audit Committee Stakeholders Relationship Committee
1 Gangavaram Port Limited - -
2 IMC Limited - -
3 Continental Warehousing Corporation (Nhava Sheva) Limited - -
4 AU Financiers (India) Limited - -

Mr. Vishal Mahadevia does not hold any shares in the Company.

IV. MR. M. S. SUNDARA RAJAN (DIN 00169775)

Mr. M. S. Sundara Rajan aged 65 is a Non Executive Independent Director of theCompany. He joined the Board of Directors of the Company in February 2013. Mr. SundaraRajan is the Member of Audit Committee and Nomination and Remuneration Committee of theBoard of Directors of the Company.

Mr. M. S. Sundara Rajan is a Post Graduate in Economics from University of Madras withspecialization in Mathematical economics National Income and Social Accounting. He isalso a Certified Associate of Indian Institute of Bankers and Associate Member ofInstitute of Company Secretaries of India. He was Chairman and Managing Director (CMD) ofIndian Bank and has total experience of over 38 years in the Banking Industry. He has alsoearlier worked with Union Bank of India for over 33 years. During his Stewardship as CMDof Indian Bank the said Bank has won many accolades and awards. He has been ranked 45thin the Economic Times India Inc’s most powerful CEOs list (2009) and also Ranked No.2among the CEOs of Nationalized Banks and No.6 among the CEOs of Commercial banks.

The details of the Directorship and/or Membership/ Chairmanship of Committees of theBoard held by Mr. M. S. Sundara Rajan (except private companies Non Profit companies andforeign companies) as on March 31 2015 are as follows:

Sr. No. Name of the Company Committee positions held (excluding in Company)
Audit Committee Stakeholders Relationship Committee
1 BGR Energy Systems Limited - -
2 Gitanjali Gems Limited C C
3 Royal Sundaram Alliance Insurance Company Limited M -
4 The Clearing Corporation of India Limited M -
5 Centbank Financial Services Limited M -
6 Sharda Cropchem Limited C -
7 Sundaram Trustee Company Limited M -
8 Stock Holding Corporation Of India Limited M -
9 Capital First Home Finance Private Limited C -

C - Chairman of the Committee

M - Member of the Committee

Mr. Sundara Rajan does not hold any shares in the Company.

V. MR. HEMANG RAJA (DIN 00040769)

Mr. Hemang Raja aged 56 is a Non Executive Independent Director of the Company. Hejoined the Board of Directors of the Company in February 2013. Mr. Raja is the Chairman ofCorporate Social Responsibility Committee and Member of Nomination and RemunerationCommittee and Stakeholders Relationship Committee of the Board of Directors of theCompany.

Mr. Hemang Raja is an MBA from Abeline Christian University Texas with a majoremphasis on has also done an Advanced Management Program (AMP) from Oxford University UK.He has a vast experience of over thirty three years in financial services encompassingfund based businesses such as Project Finance and Corporate Banking together withTreasury management and Structured products with IL&FS. Mr. Raja has also been thehead of Capital Market activities in the Institutional and Retail Segments when he startedand became the Managing Director and CEO of the then newly formed initiative by IL &FS namely IL & FS Investsmart Ltd.

His last assignment was in the area of Private Equity and Fund Management business withCredit Suisse and Asia Growth Capital Advisers in India as MD and Head- India. Over thecourse of his career he has cultivated and managed over a hundred strong CorporateRelationships and has been involved in the creation of a retail customer base of more thantwo hundred thousand in IL&FS and IL&FS Investsmart Ltd. He has served on theexecutive committee of the board of the National Stock Exchange of India Limited alsoserved as a member of the Corporate Governance Committee of the BSE Limited.

The details of the Directorship and/or Membership/ Chairmanship of Committees (exceptprivate companies Non Profit companies and foreign companies) of the Board held by Mr.Hemang Raja as on March 31 2015 are as follows:

Sr. No. Name of the Company Committee positions held (excluding in Company)
Audit Committee Stakeholders Relationship Committee
1 ACE Derivatives and Commodity Exchange Limited - -
2 Hemarus Therapeutics Limited - -

Mr. Hemang Raja does not hold any shares in the Company.

VI. DR. (MRS.) BRINDA JAGIRDAR (DIN 06979864)

Dr. (Mrs.) Brinda Jagirdar aged 62 is a Non Executive Independent Director of theCompany. She joined the Board of Directors of the Company in September 2014. Dr. (Mrs.)Brinda Jagirdar is the Chairperson of Stakeholders Relationship Committee and Member ofCorporate Social Responsibility Committee of the Board of Directors of the Company.

Dr. (Mrs.) Brinda Jagirdar is an independent consulting economist with specializationin areas relating to the Indian economy and financial intermediation. She is anIndependent Director and member of the Directors’ Forum of the FICCI Centre forCorporate Governance. She is Visiting Faculty National Institute of Bank Management Puneand member of the Research Advisory Committee of the Indian Institute of Banking andFinance. She retired as General Manager and Chief Economist State Bank of India based atits Corporate Office in Mumbai.

As part of the Bank’s senior Management team Dr. Jagirdar’s work at SBIinvolved tracking developments in the Indian and global economy and analysing implicationsfor policy participating in the Bank’s Asset Liability Committee and CentralManagement Committee meetings conducting research studies on relevant issues includingfinancial inclusion macroeconomic developments banking sector reforms.

Dr.(Mrs.) Brinda Jagirdar was associated with the Raghuram Rajan Committee on FinancialSector Reforms in India was a member of the Planning Commission’s Sub Group onHousehold Sector Savings for the 12th Five Year Plan and member of the Ministry of FinanceGroup on Deepening India’s Household Financial Savings.

She was member of Banking Finance & Economics Committee of the Bombay Chamber ofCommerce member of the Monetary Policy Group of Indian Banks’ Association andeditorial committee member of the journal of the Indian Banks’ Association.

She has a brilliant academic record with a Ph.D. in Economics from the Department ofEconomics University of Mumbai M.S. in Economics from the University of California atDavis USA MA in Economics from Gokhale Institute of Politics and Economics Pune and BAin Economics from Fergusson College Pune. She has attended an Executive Programme at theKennedy School of Government Harvard University USA and a leadership programme at IIMLucknow.

She has participated and presented papers at several seminars and conferences in Indiaand abroad. She is regularly invited to make presentations and speak on topics relating toeconomy and banking. She is frequently invited to be a panelist on TV business channelsand contributes columns in business newspapers and journals.

The details of the Directorship and/or Membership/ Chairmanship of Committees of theBoard held by Dr. (Mrs.) Brinda Jagirdar (except private companies Non Profitcompanies and foreign companies) as on March 31 2015 are as follows:

Sr. No. Name of the Company Committee positions held (excluding in Company)
Audit Committee Stakeholders Relationship Committee
1 Rane Engine Valve Limited - -
2 Capital First Home Finance Private Limited M -

M - Member of the Committee

Dr. (Mrs.) Brinda Jagirdar does not hold any shares in the Company.

VII. MR. DINESH KANABAR (DIN 00003252)

Mr. Dinesh Kanabar aged 56 is a Non Executive Independent Director of the Company. Hejoined the Board of Directors of the Company in January 2015. Mr. Kanabar is the Chairmanof Audit Committee of the Board of Directors of the Company.

Mr. Dinesh Kanabar is the CEO of Dhruva Advisors LLP. Mr. Kanabar is a Fellow Member ofthe Institute of Chartered Accountants of India and has more than 25 years’experience in advising some of the largest multinationals in India.

Prior to founding Dhruva Advisors he was the Deputy CEO of KPMG in India and theChairman of its tax practice. He has worked with several Corporates multi-national andIndian on entry strategy fund raising operating excellence benchmarking riskmanagement etc. He handled some of the biggest tax controversies and has advised oninnovative structures for inbound and outbound investments. He has worked closely with thegovernment on matters relating to corporate and tax policy tax administration and relatedmatters. Dinesh is a Member of National Executive Committee of FICCI and a member of theRangachary Committee set up by the Prime Minister of India for reviewing the taxation ofDevelopment Centres and the IT Sector. Dinesh speaks regularly at various conferencesboth national and international and has been consistently rated as amongst the leading taxadvisers in India by several journals including International Tax Review.

Mr. Dinesh Kanabar does not hold any shares in the Company.

VIII. MR. NARENDRA OSTAWAL (DIN 06530414)

Mr. Narendra Ostawal aged 37 years is a Non Executive Director of the Company. Hejoined the Board of Directors of the Company in January 2015.

Mr. Narendra Ostawal is the Managing Director of Warburg Pincus India Private Limitedand is based in Mumbai. He joined Warburg Pincus in 2007 and since then has been involvedin the firm’s investment advisory activities in India. Prior to joining WarburgPincus Mr. Ostawal was Associate with 3i India and McKinsey & Company. Mr. Ostawalholds a Chartered Accountancy degree from The Institute of Chartered Accountants of Indiaand an M.B.A. from Indian Institute of Management Bangalore.

Mr. Narendra Ostawal does not hold any shares in the Company.

FORM NO. MGT-9

EXTRACT OF ANNUAL RETURN

as on the financial year ended on March 31 2015

[Pursuant to section 92(3) of the Companies Act 2013 and rule 12(1) of the Companies(Management and Administration) Rules 2014]

I. REGISTRATION AND OTHER DETAILS:

CIN L29120MH2005PLC156795
Registration Date 18/10/2005
Name of the Company CAPITAL FIRST LIMITED
Category / Sub-Category of the Company Public Company Limited by shares
Address of the Registered office and contact details 15th Floor Tower -2 Indiabulls Finance Centre Senapati Bapat Marg Elphinstone Mumbai- 400 013
Tel No. 022-40423400 Fax:- 022-40423401
Email ID:- secretarial@capfirst.com
Whether listed company Yes
Name Address and Contact details of Registrar and Link Intime India Pvt. Ltd
Transfer Agent if any C-13 Pannalal Silk Mills Compound L.B.S. Marg Bhandup (W) Mumbai 400 078;
Phone: +91 22 25963838 Fax: +91 22 25946969
Email ID- rnt.helpdesk@linkintime.co.in

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business activities contributing 10% or more of the total turnover of thecompany shall be stated:-

Sl. No. Name and Description of main products / services NIC Code of the Product/ service % to total turnover of the company
1. Other Credit Granting 64920 100%

III. PARTICULARS OF HOLDING SUBSIDIARY AND ASSOCIATE COMPANIES

Sl. No. Name and address of The Company CIN/GLN Holding/ subsidiary / Associate % of shares Held Applicable Section
1. Cloverdell Investment Ltd C/o Warburg Pincus Asia Ltd 8th Floor Newton Tower Sir William Newton Street Port-Louis Mauritius NA Holding Company 64.01% 2 (46)
2. Capital First Home Finance Private Limited 15th Floor Tower -2 Indiabulls Finance Centre Senapati Bapat Marg Elphinstone Mumbai - 400013 U65192MH2010PTC211307 Subsidiary 100% 2 (87)
3. Capital First Investment Advisory Limited 15th Floor Tower -2 Indiabulls Finance Centre Senapati Bapat Marg Elphinstone Mumbai - 400013 U67190MH2004PLC150329 Subsidiary 100% 2 (87)
4. Capital First Securities Limited Technopolis Knowledge Park A-Wing 4th Floor 401-407 Mahakali Caves Road Chakala Andheri (E) Mumbai - 400 093 U66010MH2007PLC169687 Subsidiary 100% 2 (87)
5. Capital First Commodities Limited Technopolis Knowledge Park A-Wing 4th Floor 401-407 Mahakali Caves Road Chakala Andheri (E) Mumbai - 400 093 U65990MH2008PLC181572 Subsidiary 100% 2 (87)
6. Anchor Investment & Trading Private Limited 4th Floor Raffles Tower 19 Cybercity Ebene Republic of Mauritius N.A. Subsidiary 100% 2 (87)

IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)i) Category-wise Share Holding

Category of Shareholders No. of Shares held at the beginning of the year No. of Shares held at the end of the year % Change during the year
Demat Physical Total % of Total Shares Demat Physical Total % of Total Shares
A. Promoters
(1) Indian
a) Individual/ HUF - - - - - - - - -
b) Central Govt - - - - - - - - -
c) State Govt (s) - - - - - - - - -
d) Bodies Corp. - - - - - - - - -
e) Banks / FI - - - - - - - - -
f) Any Other - - - - - - - - -
Sub-total (A) (1):- - - - - - - - - -
(2) Foreign
a) NRIs Individuals - - - - - - - - -
b) Other Individuals - - - - - - - - -
c) Bodies Corp. 59485602 - 59485602 71.99 59485602 - 59485602 65.38 *(6.61)
d) Banks / FI - - - - - - - - -
e) Any Other…. - - - - - - - - -
Sub-total (A) (2): 59485602 - 59485602 71.99 59485602 - 59485602 65.38 (6.61)
Total Public Shareholding 59485602 - 59485602 71.99 59485602 - 59485602 65.38 (6.61)
(A) = (A)(1)+(A)(2)
B. Public Shareholding
1. Institutions
a) Mutual Funds 10396 - 10396 0.01 5416383 - 5416383 5.95 5.94
b) Banks / FI 87166 - 87166 0.11 141102 - 141102 0.16 0.05
c) Central Govt - - - - - - - - -
d) State Govt(s) - - - - - - - - -
e) Venture Capital Funds - - - - - - - - -
f) Insurance Companies 3270628 3270628 3.96 3912296 - 3912296 4.30 0.34
g) FIIs 652265 652265 0.79 6792978 - 6792978 7.47 6.68
h) Foreign Venture Capital Funds - - - - - - - - -
i) Others (specify) - - - - - - - - -
Sub-total (B)(1):- 4020455 4020455 4.87 16262759 - 16262759 17.87 13.00
2. Non- Institutions
a) Bodies Corp.
i) Indian 12941285 - 12941285 15.66 6452864 - 6452864 7.09 (8.57)
ii) Overseas - - - - - - - - -
b) Individuals
i) Individual shareholders holding nominal share capital upto Rs. 1 lakh 3316033 225 3316258 4.01 5709240 125 5709365 6.28 2.27
ii) Individual shareholders holding nominal share capital in excess of Rs. 1 lakh 1613886 - 1613886 1.95 1576305 - 1576305 1.73 (0.22)
c) Others (specify)
- Qualified Foreign Investors 5785 - 5785 0.01 - - - - (0.01)
- Non Resident (Repat) 1017069 - 1017069 1.23 883704 - 883704 0.97 (0.26)
- Non Resident (Non Repat) 43713 - 43713 0.05 120473 - 120473 0.13 0.08
- Clearing Member 187329 - 187329 0.23 269809 - 269809 0.30 0.07
- Trust 87 - 87 0.00 1064 - 1064 0.00 0.00
- Foreign Portfolio Investor (Corporate) - - - - 220324 - 220324 0.24 0.24
Sub-total (B)(2):- 19125187 225 19125412 23.14 15233783 125 15233908 16.74 (6.40)
Total Public Shareholding (B) = (B)(1)+(B)(2) 23145642 225 23145867 28.01 31496542 125 31496667 34.62 6.61
C. Shares held by Custodian for GDRs & ADRs - - - - - - - - -
GRAND TOTAL (A+B+C) 82631244 225 82631469 100.00 90982144 125 90982269 100 -

* decrease in the percentage of total shares of the Company is due to ESOS and QIPallotment during the financial year 2014-15.

(ii) Shareholding of Promoters

Sr. No. Shareholder’s Name Shareholding at the beginning of the year Shareholding at the end of the year
No of Shares % of total shares of the Company % of shares pledged/ encumbered to total shares No of Shares % of total shares of the Company % of shares pledged/ encumbered to total shares % change in share holding during the year
1 Cloverdell Investment Ltd 58237645 70.48 0.00 58237645 *64.01 0.00 *(6.74)
2 Dayside Investment Ltd 1247957 1.51 0.00 1247957 *1.37 0.00 *(0.14)
Total 59485602 71.99 0.00 59485602 *65.38 0.00 *(6.61)

* decrease in the percentage of total shares of the Company is due to ESOS and QIPallotment during the financial year 2014-15.

(iii) Change in Promoters’ Shareholding (please specify if there is no change)

Sl. No. Shareholding at the beginning of the year Cumulative Shareholding during the year
No. of shares % of total shares of the company No. of shares % of total shares of the company
At the beginning of the year 59485602 71.99 59485602 71.99
Date wise Increase / Decrease in Promoters Share holding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus/ sweat equity etc): No change during the year
At the End of the year 59485602 *65.38 59485602 *65.38

* decrease in the percentage of total shares of the Company is due to ESOS and QIPallotment during the financial year 2014-15.

(iv) Shareholding Pattern of top ten Shareholders (other than Directors Promoters andHolders of GDRs and ADRs):

Sr. No. Name Shareholding Date Increase/ Decrease in shareholding Reason Cumulative Shareholding during the year (01.04.2014 to 31.03.2015)
No of Shares at beginning (01.04.2014)/end of the year (31.03.2015) % of total shares of the Company No of shares % of total shares of the Company
1 JV and Associates LLP 4773795 5.78 1-Apr-14 0 Nil Movement during the year
4773795 *5.25 31-Mar-15 4773795 *5.25
2 Birla Sun Life Trustee Company Private Limited (various sub accounts) 0 0.00 1-Apr-14
26-Mar-15 3282000 QIP Allotment 3282000 3.60
31-Mar-15 35000 Purchase 3317000 3.64
3317000 3.65 31-Mar-15
3 HDFC Standard Life Insurance Company Limited 3250000 3.93 1-Apr-14
30-Jun-14 668 Purchase 3250668 3.93
26-Mar-15 641000 QIP Allotment 3891668 4.28
3891668 4.28 31-Mar-15
4 Swiss Finance Corporation (Mauritius) Limited 0 0.00 1-Apr-14
26-Mar-15 1977900 QIP Allotment 1977900 2.17
1977900 2.17 31-Mar-15
5 Goldman Sachs India - - 1-Apr-14
26-Mar-15 1491400 QIP Allotment 1491400 1.64
27-Mar-15 40131 Purchase 1531531 1.68
31-Mar-15 36500 Purchase 1568031 1.72
1568031 1.72 31-Mar-15
6 DSP Blackrock Micro Cap Fund - - 1-Apr-14
6-Jun-14 664051 Purchase 664051 0.80
13-Jun-14 51054 Purchase 715105 0.86
20-Jun-14 111439 Purchase 826544 1.00
4-Jul-14 85100 Purchase 911644 1.10
11-Jul-14 54693 Purchase 966337 1.17
1-Aug-14 50000 Purchase 1016337 1.23
8-Aug-14 127929 Purchase 1144266 1.38
29-Aug-14 88568 Purchase 1232834 1.49
31-Dec-14 125012 Purchase 1357846 1.63
1357846 *1.49 31-Mar-15
7 Government Pension Fund Global 0 0.00 1-Apr-14
21-Nov-14 1347741 Purchase 1347741 1.62
1347741 *1.48 31-Mar-15
8 Reliance Capital Trustee Co. Ltd (various sub accounts) 0 0.00 1-Apr-14
23-May-14 1510915 Purchase 1510915 1.83
18-Jul-14 -65843 Sale 1445072 1.74
25-Jul-14 -95450 Sale 1349622 1.63
1-Aug-14 -38707 Sale 1310915 1.58
19-Sep-14 -61960 Sale 1248955 1.51
30-Sep-14 -405800 Sale 843155 1.02
31-Oct-14 -62959 Sale 780196 0.94
7-Nov-14 -45200 Sale 734996 0.88
21-Nov-14 -22203 Sale 712793 0.86
23-Jan-15 -37100 Sale 675693 0.81
30-Jan-15 -4600 Sale 671093 0.81
671093 *0.74 31-Mar-15
9 Alok Oberoi 939000 1.14 1-Apr-14
14-Nov-14 -100000 Sale 839000 1.01
31-Dec-14 -750 Sale 838250 1.01
2-Jan-15 -108599 Sale 729651 0.88
9-Jan-15 -90651 Sale 639000 0.77
16-Jan-15 -50000 Sale 589000 0.71
23-Jan-15 -25000 Sale 564000 0.68
564000 *0.62 31-Mar-15
10 National Westminster Bank Plc As Trustee Of The Jupiter India Fund 0 0.00 1-Apr-14
23-May-14 446172 Purchase 446172 0.54
446172 *0.49 31-Mar-15
11 Morgan Stanley Asia (Singapore) PTE. (various sub accounts) 122672 0.15 1-Apr-14
9-May-14 -38883 Sale 83789 0.10
16-May-14 -16907 Sale 66882 0.08
23-May-14 -66882 Sale 0 0.00
23-Jan-15 20000 Purchase 20000 0.02
20-Mar-15 80000 Purchase 100000 0.12
26-Mar-15 300000 QIP Allotment 400000 0.44
400000 0.44 31-Mar-15

* decrease in the percentage of total shares of the Company is due to ESOS and QIPallotment during the financial year 2014-15.

(v) Shareholding of Directors and Key Managerial Personnel:

Sr. No. Name Shareholding Date Increase/ Decrease in shareholding Reason Cumulative Shareholding during the year (01.04.2014 to 31.03.2015)
No of Shares at beginning (01.04.2014)/end of the year (31.03.2015) % of total shares of the Company No of shares % of total shares of the Company
1 ** V Vaidyanathan Chairman and Managing Director 341496 0.41 1-Apr-14 0 Nil Movement during the year
341496 *0.38 31-Mar-15 341496 *0.38
2 Pankaj Sanklecha Chief Financial Officer and Head - Corporate Centre 0 0.00 1-Apr-14
9-Apr-14 12500 12500 0.01
7-Jul-14 12500 25000 0.03
21-Jul-14 25000 Esos 50000 0.06
29-Sep-14 10000 Allotment 60000 0.07
5-Dec-14 8500 68500 0.08
3-Mar-15 10000 78500 0.09
78500 0.09 31-Mar-15
3 Satish Gaikwad Head - Legal Compliance and Company Secretary 0 0.00 1-Apr-14 0
0 0.00 31-Mar-15 0 0.00

* decrease in the percentage of total shares of the Company is due to ESOS and QIPallotment during the financial year 2014-15.

** In addition JV and Associates LLP in which Mr. V. Vaidyanathan is a partner holds4773795 shares.

Note: Mr. Vishal Mahadevia Mr. N. C. Singhal Mr. M. S. Sundararajan Mr. Hemang RajaDr.(Mrs.) Brinda Jagirdar Mr. Dinesh Kanabar and Mr. Narendra Ostawal did not hold anyshares of the Company during financial year 2014-15.

V. INDEBTEDNESS

Indebtedness of the Company including interest outstanding/accrued but not due forpayment

(Rs. in Million)
Secured Loans excluding deposits Unsecured Loans Deposits Total Indebtedness
Indebtedness at the beginning of the financial year
i) Principal Amount 76519 7400 - 83919
ii) Interest due but not paid - - - -
iii) Interest accrued but not due 205 82 - 287
Total (i+ii+iii) 76724 7482 - 84206
Change in Indebtedness during the financial year
Addition 14750 26401 - 41151
Reduction 16544 26651 - 43195
Net Change
Indebtedness at the end of the financial year
i) Principal Amount 74725 7150 - 81875
ii) Interest due but not paid - - - -
iii) Interest accrued but not due 184 109 - 293
Total (i+ii+iii) 74909 7259 - 82168

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. REMUNERATION TO MANAGING DIRECTOR WHOLE-TIME DIRECTORS AND/OR MANAGER:

Sl. No. Particulars of Remuneration Paid during FY 2014-15 Name of Managing Director
Mr. V. Vaidyanathan
1. Gross salary
(a) Salary as per provisions contained in section 17(1) of the Income-tax Act 1961 Rs. 41205479/-*
(b) Value of perquisites u/s 17(2) Income-tax Act 1961 NA
(c) Profits in lieu of salary under section 17(3) Income- tax Act 1961 NA
2. Stock Option granted during the year 6500000 options
3. Sweat Equity NA
4. Commission NA
- as % of profit
- others specify…
5. Others please specify NA
Total Rs. 41205479/-
Ceiling as per the Act Rs. 95987044/-

* Gross Remuneration of Mr. V. Vaidyanathan includes Rs. 1205479/- provision made forLeave Encashment during 2013-14 which was paid in FY 2014-15 but excludes amount relatedto Provident Fund. It also excludes amount related to Leave Encashment and performancebonus of Rs. 20000000/- payable for financial year 2014-15 which is paid in FY 2015-16.

B. REMUNERATION TO OTHER DIRECTORS:

Sl. No. Particulars of Remuneration

Name of Directors

Total
Paid during FY 2014-15 N C Singhal M S Sundararajan Hemang Raja Brinda Jagirdar* Dinesh Kanabar** Anil Singhvi@ Amount
1. Independent Directors
Fee for attending board / committee meetings 360000 320000 440000 140000 40000 240000 1540000
Commission Paid during FY 2014-15 1500000 1500000 1500000 N.A. N.A. 1500000 6000000
Others please specify - - - - - - -
Total (1) 1860000 1820000 1940000 140000 40000 1740000 7540000

 

Sl. No. Particulars of Remuneration Name of Directors Total
Paid during FY 2014-15 Vishal Mahadevia Narendra Ostawal# Amount
Fee for attending board / committee meetings Commission Not Applicable Not Applicable
Others please specify
Total (2) 0
Total (B)=(1+2) 7540000
Overall Ceiling as per the Act 19197409

*Dr.(Mrs.) Brinda Jagirdar appointed as an Additional Director with effect fromSeptember 24 2014

**Mr. Dinesh Kanabar appointed as an Additional Director with effect from January 062015.

@ Mr. Anil Singhvi resigned from the Board with effect from December 22 2014.

# Mr. Narendra Ostawal was appointed as Additional Director with effect from January06 2015.

N.A. - Not Applicable since the commission was paid for FY 2013-14.

C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/WTD

Sl. No. Particulars of Remuneration Paid during FY 2014-15 Key Managerial Personnel
Company Secretary CFO Total
1. Gross salary Rs. 3497769 Rs. 17465559 Rs. 20963328
(a) Salary as per provisions contained in section 17(1) of the Income-tax Act 1961
(b) Value of perquisites u/s 17(2) Income-tax Act 1961 NA * Rs. 7212250 Rs. 7212250
(c) Profits in lieu of salary under section 17(3) Income-tax Act 1961 NA NA NA
2. Stock Option granted during FY 2014-15 5000 options Nil 5000 options
3. Sweat Equity NA NA NA
4. Commission NA NA NA
- as % of
- others specify…
5. Others please specify NA NA NA
Total Rs. 3497769 Rs. 24677809 Rs. 28175578

* Remuneration includes perquisites relating to value of stock options.

VII. PENALTIES/PUNISHMENT/COMPOUNDING OF OFFENCES:-

Type Section of the Companies Act Brief Description Details of Penalty/Punishment/ Compounding fees imposed Authority (RD/ NCLT/COURT) Appeal made if any (give details)
A. COMPANY
Penalty
Punishment None
Compounding
B. DIRECTORS
Penalty
Punishment None
Compounding
C. OTHER OFFICERS IN DEFAULT
Penalty
Punishment None
Compounding

REPORT ON CORPORATE SOCIAL RESPONSIBILITY

1. A brief outline of the company’s CSR policy including overview of projects or programs proposed to be undertaken and a reference to the web-link to the CSR policy and projects or programs. Kindly refer the Corporate Social Responsibility policy as stated herein below at the Company’s website. The Web Link is http://www.capfirst.com/pdfs/corporate- social-responsibility-policy.pdf
2. The Composition of the CSR Committee 1. Mr. Hemang Raja - Chairman
2. Dr. (Mrs.) Brinda Jagirdar - Member
3. Mr. Vishal Mahadevia - Member
4. Mr. V. Vaidyanathan - Member
3. Average net profit of the company for last three financial years Rs. 967018485/-
4. Prescribed CSR Expenditure (two per cent of the amount as in item 3 above) Rs. 19340370/-
5. Details of CSR spent during the financial year:
a) Total amount to be spent for the financial year:- Rs. 19340370/-
b) Amount Unspent if any Rs. 11840370/-
c) Manner in which the amount spent during the financial year as given below:

 

(1) (2) (3) (4) (5) (6) (7) (8)
Sr. No. CSR Project or activity identified Sector in which the project is programs covered Projects or Amount outlay (budget) project or programs wise Amount spent on the projects or programs Cumulative expenditure upto the reporting Amount spent: Direct or through implementing
(1) Local area or other (1) Direct expenditure period agency
(2) specify the state and district where projects or programs was undertaken on projects or programs
(2) Overhead
1. Contributions to Prime Minister’s National Relief Fund which was to be used for providing assistance to the victim of flood in Jammu and Kashmir Disaster Relief State: Jammu & Kashmir 50 lakh Direct expenditure on projects or programs - 50 Lakhs 50 Lakhs Prime Minister’s National Relief Fund
2. Preventive Healthcare Healthcare Providing palliative care training for cancer patient families State:- Maharashtra District:- Mumbai 25 Lakh Direct expenditure on projects or programs - 25 Lakhs 25 Lakhs Dr. Ernest Borges Memorial Home & Rehabilitation Research Centre

Details of implementing agency: Direct Donations have been given after consideringthe proposal by CSR Committee and approval of the Board.

6. In case the Company has failed to spend two per cent of the average net profit ofthe last three financial years or any part thereof the Company shall provide the reasonsfor not spending the amount in its Board report:

The CSR Committee of the Board of Directors had approved the CSR Policy and alsoidentified the areas of CSR activities it proposed to carry out viz. Education Health andWomen Empowerment.

The Company is in the process of exploring various options for CSR activities that candeliver the maximum impact to society. In the interim for the financial year 2014-15 itwas decided to donate to ‘Prime Minister’s National Relief Fund’ and to‘Dr. Ernest Borges Memorial Home & Rehabilitation Research Centre’ forproviding palliative care training for cancer patient families as a part of CSR Activity.The Company is deeply cautious to the cause of Corporate Social Responsibility and willput a comprehensive programme for the same during the FY 2015-16.

Accordingly the Board on the recommendations of CSR Committee for the FY 2014-15approved the donation of an amount of Rs. 50 lakhs to Prime Minister’s NationalRelief Fund and Rs. 25 lakhs to Dr. Ernest Borges Memorial Home & RehabilitationResearch Centre for providing palliative care training for cancer patient families out ofrequired CSR Spent amount viz. Rs. 1.93 crore and the donations were made accordingly.

7. The CSR Committee of the Company hereby confirms that the implementation andmonitoring of CSR Policy is in compliance with CSR objectives and Policy of the Company.The Company is confident that it will be in a position to implement a more comprehensiveCSR program for FY 2015-16.

For Capital First Limited
V. Vaidyanathan Hemang Raja
Chairman & Managing Director Chairman of Corporate Social Responsibility Committee
DIN: 00082596 DIN: 00040769

DISCLOSURES AS REQUIRED PURSUANT TO ESOS/ESPS

(I) CFL EMPLOYEES’ SHARE PURCHASE SCHEME(S)

The Company has two Employees’ Share Purchase Schemes viz. CFL Employees SharePurchase Scheme 2007 (CFL ESPS -2007) and CFL Employees Share Purchase Scheme 2008 (CFLESPS - 2008). The disclosures below are in respect of the year ended March 31 2015.

Number of Equity Shares issued during the year During the year no equity shares were allotted to any employee under the CFL ESPS 2007 & 2008.
Price at which Equity Shares were issued during the year N.A.
Employee-wise details of Equity Shares issued during the year to:
i) Directors and senior managerial employees Nil
ii) any other employee who is issued Equity Shares in any one year amounting to 5% or more of Equity Shares issued during that year Nil
iii) identified employees who are issued Equity Shares during any one year equal to or exceeding 1% of the issued capital of our Company at the time of issuance Nil
Diluted EPS pursuant to issuance of Equity Shares under ESPS during the year N.A.
Consideration received against the issuance of Equity Shares Nil

(II) CFL EMPLOYEES STOCK OPTIONS SCHEME(S)

The Stock Options granted to the employees currently operate under six schemes viz. CFLEmployees Stock Option Scheme 2007 (CFL ESOS 2007) CFL Employees Stock Option Scheme 2008(CFL ESOS 2008) CFL Employees Stock Option Scheme 2009 (CFL ESOS 2009) CFL EmployeesStock Option Scheme 2011 (CFL ESOS 2011) CFL Employees Stock Option Scheme 2012 (CFL ESOS2012) and CMD Employees Stock Option Scheme 2014 (CMD ESOS 2014) (collectively referred as‘Schemes’). The disclosures below are in respect of the year ended March 312015.

Options Granted during the year CFL ESOS 2007 : Nil
CFL ESOS 2008 : 285000
CFL ESOS 2009 : Nil
CFL ESOS 2011 : 330000
CFL ESOS 2012 : Nil
CMD ESOS 2014 6500000
The pricing formula As per the Schemes approved pursuant to the SEBI Regulations
Options Vested CFL ESOS 2007 : 344000
CFL ESOS 2008 : 70250
CFL ESOS 2009 : 300000
CFL ESOS 2011 : 748438
CFL ESOS 2012 : 512750
CMD ESOS 2014: Nil
Options Exercised CFL ESOS 2007 : Nil
CFL ESOS 2008 : 152250
CFL ESOS 2009 : 26250
CFL ESOS 2011 : 235250
CFL ESOS 2012 : 244750
CMD ESOS 2014: Nil
The total number of shares arising as a result of exercise of option 658500 Equity Shares
Options lapsed/cancelled/forfeited CFL ESOS 2007 : Nil
CFL ESOS 2008 : 207500
CFL ESOS 2009 : 23750
CFL ESOS 2011 : 421875
CFL ESOS 2012 : 183750
CMD ESOS 2014: Nil
Variation of terms of options N.A.
Money realized by exercise of options Rs. 105006144/-
Total Number of options in force CFL ESOS 2007 : 344000
CFL ESOS 2008 : 437750
CFL ESOS 2009 : 300000
CFL ESOS 2011 : 1051875
CFL ESOS 2012 : 1621500
CMD ESOS 2014 : 6500000
Employee-wise details of options granted during the year to:
i) Directors and senior managerial personnel
ii) Any other employee who received a grant in any one year of options amounting to 5% or more of the options granted during the year Refer Note 1
iii) Identified employees who are granted options during any one year equal to or exceeding 1% of the issued capital (excluding outstanding warrants and conversions) of the Company at the time of grant.
Diluted Earnings Per Share (EPS) pursuant to issue of shares on exercise of options calculated in accordance with Accounting Standard (AS-20) (‘Earnings Per Share’) Diluted EPS calculated in accordance with AS-20 is Rs. 13.11 (Consolidated) per share and Rs. 12.85 (Standalone) per share for the FY 2014-15.
Where the Company has calculated the employee compensation cost using the intrinsic value of the stock options the difference between the employee compensation cost so computed and the employee compensation cost that shall have been recognized if it had used the fair value of the options shall be disclosed. The impact of this difference on profits and on EPS of the Company shall also be disclosed. * Had the Company followed the fair value method for accounting the Stock Options compensation expense would have been higher by Rs. 4001.70 Lakhs with consequent lower Consolidated profits. On account of the same the diluted EPS of the Company (Consolidated) would have been less by Rs. 4.59 per share.
Weighted-average exercise prices and weighted-average fair values of options shall be disclosed separately for options whose exercise price either equals or exceeds or is less than the market price of the stock. Weighted Avg. Exercise Price
CFL ESOS 2007 : 257.35
CFL ESOS 2008 : 177.55
CFL ESOS 2009 : 250.85
CFL ESOS 2011 : 153.15
CFL ESOS 2012 : 186.44
CMD ESOS 2014 : 207.00
Weighted Avg. Fair Value
CFL ESOS 2007 : 146.37
CFL ESOS 2008 : 96.24
CFL ESOS 2009 : 147.95
CFL ESOS 2011 : 80.88
CFL ESOS 2012 : 88.93
CMD ESOS 2014 : 117.24
A description of the method and significant assumptions used during the year to estimate the fair values of options including the following weighted-average information:
i) risk-free interest rate CFL ESOS 2007 : NA
CFL ESOS 2008 : 8.02% - 8.93%
CFL ESOS 2009 : NA
CFL ESOS 2011 : 8.02% - 8.93%
CFL ESOS 2012 : NA
CMD ESOS 2014 : 8.02% - 8.93%
ii) expected life CFL ESOS 2007 : 5.47 years
CFL ESOS 2008 : 10.54 years
CFL ESOS 2009 : 5.54 years
CFL ESOS 2011 : 8.04 years
CFL ESOS 2012 : 8.64 years
CMD ESOS 2014 : 10.90 years
iii) expected volatility CFL ESOS 2007 : NA
CFL ESOS 2008 : 46.43% - 52.72%
CFL ESOS 2009 : NA
CFL ESOS 2011 : 46.43% - 52.72%
CFL ESOS 2012 : NA
CMD ESOS 2014 : 46.43% - 52.72%
iv) expected dividends CFL ESOS 2007 : NA
CFL ESOS 2008 : 0.57% - 1.15%
CFL ESOS 2009 : NA
CFL ESOS 2011 : 0.57% - 1.15%
CFL ESOS 2012 : NA
CMD ESOS 2014 : 0.57% - 1.15%
v) the price of the underlying shares in market at the time of option Same as that of Grant Price
grant

*Note: Above figures are derived by considering the Options granted to the employees ofthe Company and its subsidiaries.

Note 1: Details of the options granted under ESOS to the Directors and SeniorManagerial personnel of Capital First Limited during the fiscal year 2015 and itssubsidiaries are as under:

Sr. No. Particulars Position Number of options granted under CMD ESOS - 2014 Number of options granted under CFL ESOS - 2008
a Directors and Senior Managerial personnel
Mr. V. Vaidyanathan Chairman and Managing Director 6500000 -
Mr. Pankaj Sanklecha Chief Financial Officer & Head Corporate Centre - -
Mr. Apul Nayyar CEO Retail & SME Business - 100000
Mr. Nihal Desai Chief Risk Officer - -
Mr. Adrian Andrade Head - Human Resources & Administration - -
b. Any other employee who received a grant in any one year of options amounting to 5% or more of the options granted during the year None
c. Identified employees who are granted options during any one year equal to or exceeding 1% of the issued capital (excluding outstanding warrants and conversions) of the Company at the time of grant Mr. V. Vaidyanathan (Chairman and Managing Director)
Number of options granted under CMD ESOS 2014 - 6500000 options

PARTICULARS PURSUANT TO SECTION 197(12) AND THE RELEVANT RULES:

a) The ratio of the remuneration of each director to the median employee’sremuneration for the financial year and such other details and the percentage increase inremuneration of each director Chief Financial Officer Chief Executive Officer CompanySecretary or Manager if any in the financial year as prescribed is as given below:

Name of each Director/ KMP Ratio of Remuneration of each Director/ to median Remuneration of Employees % Increase in Remuneration in the FY 14-15
# Mr V. Vaidyanathan Chairman & Managing Director 84.8:1 -6.2
Mr. N. C. Singhal Non Executive Independent Director 3.8:1 31
@ Mr. Vishal Mahadevia Non Executive Director N.A. N.A.
^ Mr. Hemang Raja Non Executive Independent Director 4.0:1 471
^ Mr. M. S. Sundara Rajan Non Executive Independent Director 3.7:1 435
*Dr (Mrs.) Brinda Jagirdar Non Executive Independent Director N.A. N.A.
*Mr. Dinesh Kanabar Non Executive Independent Director N.A. N.A.
@ Mr. Narendra Ostawal Non Executive Director N.A. N.A.
**Mr. Anil Singhvi Non Executive Independent Director N.A. N.A.
Mr. Pankaj Sanklecha Chief Financial Officer& Head - Corporate Centre N.A. 57.8
Mr. Satish Gaikwad Head - Legal Compliance & Company Secretory N.A. 33.7

Percentage increase reflects remuneration paid in 2013-14 & 2014-15.

# The percentage reflects negative due to amount of leave encashment paid which wasless in 2014 -15 compared to 2013-14.

@ Not paid any remuneration.

* Details of Dr (Mrs.) Brinda Jagirdar and Mr. Dinesh Kanabar Directors not providedsince appointed during the financial year 2014-15 i.e. from September 24 2014 and January06 2015 respectively.

** Details of Mr. Anil Singhvi not given as he was Director only for part of thefinancial year 2014-15 i.e. upto December 22 2014.

^ Mr. Hemang Raja and Mr. M. S. Sundara Rajan Directors were appointed on February 062013 and their remuneration for the FY 2013-14 includes commission paid on pro-rata basisfor the FY 2012-13.

b) The percentage increase in the median remuneration of employees in the financialyear was 9.71%.

c) The Company has 1070 permanent Employees on the rolls of Company as on 31st March2015.

d) The explanation on the relationship between average increase in remuneration andcompany performance on standalone basis:

The Profit Before tax for FY 2014-15 was higher by 295% at Rs. 161.32 crores comparedto FY 2013-14 which was Rs. 40.89 crores.

The Profit After tax for FY 2014-15 was higher by 203% at Rs. 112.02 crores compared toFY 2013-14 which was Rs. 36.98 crores.

The average increase in median remuneration was in line with the performance of theCompany.

e) Comparison of the remuneration of the Key Managerial Personnel against theperformance of the company:

Name Designation Remuneration (as of March 15) % Increase in Remuneration PAT (Rs. in crore) % Increase in PAT
Standalone
Mr. V. Vaidyanathan Chairman & Managing Director *41205479 # -6.2 112.02 203%
Mr. Pankaj Sanklecha Chief Financial Officer & Head Corporate Centre **24677809 57.8 112.02 203%
Mr. Satish Gaikwad Head Legal Compliance & Company Secretary 3497769 33.7 112.02 203%

* Gross Remuneration of Mr. V. Vaidyanathan includes Rs. 1205479/- provision made forLeave Encashment during 2013-14 which was paid in FY 2014-15 but excludes amount relatedto Provident Fund. It also excludes amount related to Leave Encashment and performancebonus of Rs. 20000000/- payable for financial year 2014-15 which is paid in FY 2015-16.

# The percentage reflects negative due to amount of leave encashment paid which wasless in 2014 -15 compared to 2013-14.

** Remuneration includes perquisites relating to value of stock options.

f) Variations in the market capitalisation of the company price earnings ratio as atthe closing date of the current financial year and previous financial year and percentageincrease over decrease in the market quotations of the shares of the company in comparisonto the rate at which the company came out with the last public offer in case of listedcompanies and in case of unlisted companies the variations in the net worth of thecompany as at the close of the current financial year and previous financial year:

The Market Capitalisation of the Company as on March 31 2015 was Rs. 3633.83 crores ascompared to Rs. 1478.28 crores as on March 31 2014. The Price Earning Ratio of theCompany was 29.63 as at March 31 2015 and was 34.40 as at March 31 2014. The closingshare price of the Company at NSE Limited as on March 31 2015 being Rs. 399.40/- perequity share of face value of Rs. 10/- each has decreased by 52.21% since the last publicoffer (IPO) made in the year 2008 (Offer Price was Rs. 765/- per equity share of facevalue of Rs. 10/- each).

The Company had raised primary equity at the issue price of Rs. 162 on September 282012 from Warburg Pincus. On said date there being a change of ownership in the Companyand formation of Capital First. Since then there was an increase by 153% from closingprice ie. Rs. 157.40 per equity share on September 28 2012 to Rs. 399.40 per equity shareas on March 31 2015 and Market Capitalisation increased by 240% from Rs. 1068.51 crore ason September 28 2012 to Rs. 3633.83 crore as on March 31 2015.

The Company also had raised primary capital by issue of equity shares on preferentialbasis at an issue price of Rs. 153.80 inter alia to Warburg Pincus on March 28 2014 andsince then there was an increase by 134% from closing price ie. Rs. 170.55 per equityshare on March 28 2014 to Rs. 399.40 per equity share as on March 31 2015 and MarketCapitalisation increased by 157% from Rs. 1409.28 crore as on March 28 2014 to Rs.3633.83 crore as on March 31 2015.

g) Average percentage increase made in the salaries of employees other than themanagerial personnel in the last financial year i.e. 2014-15 as compared to FY 2013-14 was14.87% whereas the increase in the managerial remuneration for the same financial year was11.55%. The average increases every year is an outcome of Company’s marketcompetitiveness as against its peer group companies. In keeping with our reward philosophyand benchmarking results the increases this year reflect the market practice.

h) The key parameters for any variable component of remuneration availed by thedirectors:

Non Executive Independent Directors have not been paid any remuneration except SittingFees and Commission. Mr. Vishal Mahadevia & Mr. Narendra Ostawal Non ExecutiveDirectors are not paid any remuneration. Mr. V. Vaidyanathan’s variable component ofremuneration is paid in the form of Bonus on the recommendations of the Nomination andRemuneration Committee as per the Remuneration Policy for Directors Key ManagerialPersonnel and other Employees.

i) The ratio of the remuneration of the highest paid director to that of the employeeswho are not directors but receive remuneration in excess of the highest paid directorduring the year: N.A.

j) It is hereby affirmed that the remuneration paid is as per the Remuneration Policyfor Directors Key Managerial Personnel and other Employees.

SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED MARCH 31 2015

[Pursuant to Section 204(1) of the Companies Act 2013 and rule 9 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014]

To

The Members

Capital First Limited

15th Floor Tower -2

Indiabulls Finance Centre

Senapati Bapat Marg Elphinstone

Mumbai 400 013

We have conducted the secretarial audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by Capital First Limited(hereinafter called the "Company"). Secretarial Audit was conducted in amanner that provided us a reasonable basis for evaluating the corporate conducts/statutorycompliances and expressing my 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 authorised representatives during theconduct of secretarial audit we hereby report that in my opinion the Company has duringthe audit period covering the financial year ended on March 31 2015 (‘AuditPeriod’) complied with the statutory provisions listed hereunder and also thatthe Company has proper Board-processes and compliance-mechanism in place to the extent inthe manner and subject to the reporting made hereinafter:

We have examined the books papers minute books forms and returns filed and otherrecords maintained by the Company for the financial year ended on March 31 2015 accordingto 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 rulesmade thereunder;

(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 (TheCompany has not availed External Commercial Borrowings during the Audit Period);

(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 and The Securities and Exchange Board ofIndia (Share Based Employee Benefits) Regulations 2014 notified on October 28 2014;

(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)Regulations 2009 (Not Applicable to the Company during the Audit Period).

(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations1998 (Not Applicable to the Company during the Audit Period).

(vi) Reserve Bank of India Act 1934 to the extent of provisions applicable toNon-Banking Financial Companies and Regulations made thereunder.

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

(i) Secretarial Standards issued by The Institute of Company Secretaries of India (Notnotified during the Audit Period and hence not applicable to the Company).

(ii) The Listing Agreements entered into by the Company with Stock Exchanges.

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 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.

All decisions at Board Meetings and Committee Meetings are carried out unanimously asrecorded in the minutes of the meetings of the Board of Directors or Committee of theBoard as the case may be.

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:

(a) the Company has issued and allotted 500 non-convertible debentures on privateplacement basis having face value of Rs. 1000000/- each

(b) the Company has issued and allotted 7692300 equity shares at a price of Rs. 390/-per equity share (including a premium of Rs. 380/- per equity share) to QualifiedInstitutional Buyers in terms of Chapter VIII of the Securities and Exchange Board ofIndia (Issue of Capital and Disclosure Requirements) Regulations 2009

For Makarand M. Joshi & Co
Makarand Joshi
Partner
FCS No. 5533
CP No. 3662
Place : Mumbai
Date : May 13 2015

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