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Capital First Ltd.

BSE: 532938 Sector: Financials
NSE: CAPF ISIN Code: INE688I01017
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OPEN 703.90
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VOLUME 37501
52-Week high 814.80
52-Week low 465.10
P/E 30.27
Mkt Cap.(Rs cr) 7,020
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
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Capital First Ltd. (CAPF) - Director Report

Company director report

Dear Members

Your Directors have pleasure in presenting the Twelfth Annual

Report of your Company with the audited financial statements for the financial yearended March 31 2017.

FINANCIAL HIGHLIGHTS

The highlights of the Consolidated and Standalone Financial

Statements of the Company for the financial years 2016-17 and 2015-16 are as under: (Rsin Million)

Particulars Consolidated Standalone
2016-17 2015-16 2016-17 2015-16
Total Income 28008.64 18887.96 27268.55 18478.41
Total Expenditure 24433.80 16364.41 23945.70 16092.27
Profit Before Tax and exceptional items 3574.84 2523.55 3322.85 2386.14
Provision For Tax 1174.30 847.98 1154.23 817.03
Profit after tax from continuing operations 2400.54 1675.57 2168.62 1569.11
Profit/(Loss)
Discontinuing operations -11.33 -13.72 - -
Profit for the year 2389.21 1661.85 2168.62 1569.11
Profit/(Loss) brought forward from previous Year 2383.66 1468.60 2569.14 1734.34
Profit available for appropriation 4772.87 3130.45 4737.76 3303.45
Appropriations:
Transfer to Reserve Fund under Section 45-IC of the RBI Act 1934 433.72 313.82 433.72 313.82
Transfer to statutory reserve under Section 29C of the National Housing
Bank Act 1987 12.88 12.48 - -
Proposed Dividend # - 218.99 - 218.99
Dividend Tax thereon # - 44.58 - 44.58
Transfer to General
Reserve - 156.91 - 156.91
Balance carried forward to Balance Sheet 4326.27 2383.67 4304.04 2569.15

# The proposed equity dividend and dividend distribution tax are not accounted asliabilities in fiscal 2017 ‘Contingencies and events occurring after the BalanceSheet date'.

The Company is focused on providing retail loans to MSMEs and consumers including longterm loans secured by property business loans personal loans two-wheeler loans andconsumer durable loans 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 160.41 billion to Rs 198.24 billion a growth of24%. The Retail Assets under Management has grown from Rs 137.56 billion to Rs183.53 billion a growth of 33%.

The Consolidated Net worth of the Company increased from Rs 17.04 billion to Rs23.04 billion as at March 31 2017. Consolidated Net Interest Income increased by 59% fromRs 8181 million during the financial year ending March 31 2016 to Rs 13008 millionduring the financial year ending March 31 2017. The profit after tax was up by 44% fromRs 1661 million to Rs 2389 million.

DIVIDEND

Keeping in mind the overall performance and the outlook for your Company yourDirectors are pleased to recommend a dividend of Rs 2.60/- (Rupees Two and sixty paiseonly) per share i.e. 26% on each Equity Share having face value of Rs 10/- (Rupees Tenonly) aftertax from each.

DIVIDEND DISTRIBUTION POLICY

In accordance with the Regulation 43A of Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 the Company hasformulated a Dividend Distribution Policy. The Policy is hosted on the website of theCompany and can be viewed at http://www.capitalfirst.com/ investor/corporate-governance

CAPITAL ADEQUACY

The Company's capital adequacy ratio was 20.34% as on March 31 2017 which issignificantly above the threshold limit of 15% as prescribed by the Reserve Bank of India(‘RBI').

SHARE CAPITAL

During the year under review the Company raised funds through issue and allotment of4780000 Equity Shares of Rs 10/- each on a preferential basis pursuant to receipt ofsubscription amount of Rs 3406706000/- (Rupees Three Hundred and Forty Crores Sixtyaccordance with revised AS-4

Seven Lakhs and Six Thousand only) issued at a price of Rs 712.70/- per Equity Share(face value of Rs 10/- each and premium of Rs 702.70/- per share) to CaladiumInvestment Pte. Ltd. which is indirectly wholly-owned by GIC (Ventures) Pte. Ltd. aSingapore's Sovereign Wealth Fund.

During the year under review the Company had also issued and allotted 1404325 equityshares to the eligible employees of the Company under various Employee Stock OptionSchemes of the Company. The paid up equity share capital of the Company as on date standsat Rs 974220690/- comprising of 97422069 equity shares of Rs 10/- each.

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 RBI.

RBI GUIDELINES

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

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As required under Regulation 34 of Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 ("ListingRegulations") and Circular/ Notifications/Directions issued by RBI ManagementDiscussion andAnalysisofthefinancialcondition and result of consolidated operations of theCompany for the year under review is presented in a separate section forming part of theAnnual Report.

CORPORATE GOVERNANCE

A Report on Corporate Governance as required under Listing Regulations forms part ofthe Annual Report.

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

BUSINESS RESPONSIBILITY REPORT

In accordance with Regulation 34(2)(f) of the Listing Regulations the inclusion ofBusiness Responsibility Report (BRR) as a part of the Annual Report is mandated for top500 listed entities for the year 2016-17 based on the market capitalization.

Since Capital First Ltd. is one of the top 500 listed companies by way of marketcapitalisation as on March 31 2016 the Company has presented its maiden financialyear2016-17 BRR for the which is part of this Annual Report. As a green initiative the

Company's BRR will be available on its website at the web linkhttp://www.capitalfirst.com/investor/corporate-governance. Any shareholder interested inobtaining a physical copy of the same may write to the Company Secretary of the Company.

CHANGE OF REGISTERED OFFICE

During the year under review the Company shifted its registered office from 15thFloor Tower-2 Indiabulls Finance Centre Senapati Bapat Marg Elphinstone (West) Mumbai- 400 013 to One Indiabulls Centre Tower 2A & 2B 10th Floor Senapati Bapat MargLower Parel (West) Mumbai - 400 013 with effect from November 21 2016.

DIRECTORS & KEY MANAGERIAL PERSONNEL

a. Appointment

During the year under review the Board of Directors at its Meeting held on April 042016 appointed Mr. Apul Nayyar (DIN 01738973) and Mr. Nihal Desai (DIN

03288923) as Additional Directors who shall act as Whole Time Directors and KeyManagerial Personnel of the Company as per provisions of Companies Act 2013 and from timeapplicable law and both were designated as ‘Executive to time the Director' for aperiod of two years effective from April 04 2016. The aforesaid appointment of Mr. ApulNayyar and Mr. Nihal Desai was approved by the members in their 11thAnnual General Meeting of the Company held on July 05 2016.

b. Re-appointment

During the year under review the term of Mr. N. C. Singhal (DIN 00004916) Mr. M. S.Sundara Rajan (DIN 00169775) and Mr. Hemang Raja (DIN 00040769) Non-Executive

Independent Directors of the Company who were appointed for a term of three years witheffect from April 01 2014 expired on March 31 2017. The Board of Directors at theirMeeting held on March 29 2017 on recommendation of Nomination & RemunerationCommittee had reappointed Mr. N. C. Singhal Mr. M. S. Sundara Rajan and Mr. Hemang Rajaas Non-Executive Independent Directors of the Company for a term of five years with effectfrom April 01 2017 to hold office up to March 31 2022 and they shall not be liable toretire by rotation. The aforesaid re-appointment of Independent Directors is subject tothe approval of members in the 12th Annual General Meeting of the Company.

c. 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 rotation andbeing eligible offers himself for re-appointment at the ensuing Annual GeneralMeeting. The Board recommends his re-appointment.

BOARD'S INDEPENDENCE

Based on the confirmation/disclosures received from Directors and on evaluation of therelationships disclosed the following Non-Executive Directors are Independent in terms ofSection 149(6) of the Companies Act 2013 and the requirements of Listing Regulations :-

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

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

3. Mr. Hemang Raja (DIN 00040769)

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

5. Mr. Dinesh Kanabar (DIN 00003252)

NUMBER OF MEETINGS OF THE BOARD

The Board met 7 times during the financial year 2016-17 viz. on April 04 2016 May13 2016 August 03 2016 November 09 2016 November 11 2016 January 31 2017 andMarch 29 2017. The maximum interval between any two meetings did not exceed 120 days.

COMMITTEES OF THE BOARD

In accordance with the Companies Act 2013 and Listing Regulations the Company hasfollowing Committees in place:

Audit Committee

Stakeholders Relationship Committee

Corporate Social Responsibility Committee

Nomination and Remuneration Committee

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

COMPANY'S POLICY ON DIRECTORS' APPOINTMENT REMUNERATION AND EVALUATION

Pursuant to the provisions of the Companies Act 2013 ("the Act") ListingRegulations and requirements of the Reserve Bank of India Policy on Nomination andRemuneration of Directors

Key Managerial Personnel Senior Management and other employees had been formulatedincluding criteria for determining qualifications positive attributes Independence of aDirector and other matters as required under the said Act and Listing Regulations.

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 performance andsuccess.

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

Accordingly a process of evaluation was followed by the Board for its own performanceand that of its Committees and individual

Directors and also the necessary evaluation was carried out by

Nomination and Remuneration Committee and Independent

Director at their respective meetings held for the purpose.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirements of Section 134(5) of the Companies Act 2013 with respectto Directors' Responsibility Statement it is hereby stated that: (a) in the preparationof the annual accounts the applicable accounting standards had been followed along withproper explanation relating to material departures; (b) the Directors have selected suchaccounting policies and applied them consistently and made judgments and estimates thatare reasonable and prudent so as to give a true and fair view of the state of affairs ofthe company at the end of the financial year and of the profit and loss of the company forthat period; (c) the Directors have taken proper and sufficient care for the maintenanceof adequate accounting records in accordance with the provisions of this Act forsafeguarding the assets of the company and for preventing and detecting fraud and otherirregularities; (d) the Directors have prepared the annual accounts on a going concernbasis; (e) the Directors have laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively; and (f) the Directors have devised proper systems to ensure compliance withthe provisions of all applicable laws and that such systems were adequate and operatingeffectively.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Board of Directors at its meeting held on May 08 2014 had constituted Corporate

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 and St.Petersburg. He received professional training in development banking at the World BankWashington D.C. and Kreditenstalt fur Wiederaufbau Frankfurt. He was the founder ChiefExecutive Officer designated as the Vice-Chairman & Managing Director of The ShippingCredit & Investment Corporation of India Limited (since merged with the ICICI).Earlier he was a senior executive and then a member of the Board of Directors of ICICILimited. He was a Banking Expert to the Industrial Development Bank of Afghanistan forthe 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 2017 are as follows:

Sr. Name of the Company

Committee positions held (excluding Capital First Limited)

Audit Committee Stakeholders Relationship Committee
1. Deepak Fertilizers and Petrochemicals Corporation Limited C -
2. Birla Sun Life Asset Management Company Limited - -
3. Shapoorji Pallonji Forbes Shipping Limited - -
4. Tolani Shipping Company Limited C -
5. Sun Pharma Laboratories Limited M -

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 44 years is a Non-Executive Director of the Company. Hejoined the Board of Directors of the Company in September 2012. Mr. Mahadevia is theMember of Audit Committee Corporate Social Responsibility

Committee and Nomination and Remuneration Committee of the Board of Directors of theCompany.

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 Biba Apparels Ecom Express Gangavaram PortIMC Limited Kalyan Jewellers and Stellar Value Chain Solutions. Mr. Mahadevia received aB.S. in economics with a concentration in and a B.S. in electrical engineering from theUniversity 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 Companies and ForeignCompanies) as on March 31 2017 are as follows:

Sr. Name of the No. Company

Committee positions held (excluding Capital First Limited)

Audit Committee Stakeholders Relationship Committee
1. Gangavaram Port Limited M -
2. IMC Limited M -
3. Kalyan Jewellers India Limited M -

M - Member of the Committee

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 67 years 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. Thedetails of the Directorship and/or Membership/ Chairmanship of Committees of the Boardheld by Mr. M. S. Sundara Rajan (except Private Companies Non Profit Companies andForeign Companies) as on March 31 2017 are as follows:

Name of the Company

Committee positions held (excluding Capital First Limited)

Audit Committee Stakeholders Relationship Committee
1. Royal Sundaram General Insurance Co. Limited M C
2. The Clearing Corporation of India Limited M -
3. Sharda Cropchem Limited M -
4. Sundaram Trustee Company Limited - -
5. Stock Holding Corporation of India Limited M -
6. Capital First Home Finance Limited C -
7. Continental Warehousing Corporation (NHAVA SEVA) Limited C C
8. NSEIT Limited C -

C - Chairman of the Committee M - Member of the Committee

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

V. MR. HEMANG RAJA (DIN 00040769)

Mr. Hemang Raja aged 58 years is a Non-Executive Independent Director of the Company.He joined the Board of Directors of the Company in February 2013. Mr. Hemang Raja is theChairman of Corporate Social Responsibility Committee and Member of Nomination andRemuneration Committee and Stakeholders Relationship Committee of the Board of Directorsof the Company.

Mr. Hemang Raja is an MBA from Abeline Christian University Texas with a majoremphasis on also done an Advanced Management Program (AMP) from Oxford University UK. Hehas a vast experience of over thirty five years in financialservices encompassing PrivateEquity and Fund Management business with Credit Suisse as MD and Head - India apart fromfund based businesses such as Project Finance and Corporate Banking together withTreasury management and Structured products with IL&FS.

Mr. Raja has also been the head of Capital Market activities in the Institutional andRetail Segments when he started and became the Managing Director and CEO of the then newlyformed 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 of theBoard held by Mr. Hemang Raja (except Private Companies Non-Profit Companies andForeign Companies) as on March 31 2017 are as follows:

Name of the Company Committee positions held (excluding Capital First Limited)
Audit Committee Stakeholders Relationship Committee
1. Maini Precision Products Limited C -
2. Multi Commodity Exchange of India Limited - -

C - Chairman of the Committee

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

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

Dr. (Mrs.) Brinda Jagirdar aged 64 years is a Non-Executive Independent Director ofthe Company. She joined the Board of Directors of the Company in September 2014.

Dr. (Mrs.) Brinda Jagirdar is the Chairperson of Stakeholders Relationship Committeeand Member of Corporate Social Responsibility Committee of the Board of Directors of theCompany.

Dr. (Mrs.) Brinda Jagirdar is an independent consulting economist with specializationin areas relating to the Indian economy and financial

Independent Director on corporate boards: Capital First Limited Capital First HomeFinance Limited Rane Engine Valve Limited and Continental Warehousing. She is a member ofthe Research Advisory Committee of the Indian Institute of Banking and Finance Mumbai andVisiting Faculty National Institute of Bank Management Pune. She is on the GoverningCouncil of Treasury Elite a knowledge sharing platform for finance and treasury AdvisoryBoard of Bodhi Tree Corporate Advisors a boutique investment bank specializing in creditrating evaluation and advisory and management consulting and Local Management Committeeof Vidyalankar School of Information Technology. She is a member of the Managing Committeeof the All India Bank Depositors Association of the Forum of Free Enterprise. She retiredas General Manager and Chief Economist State Bank of India based at its Corporate Officein Mumbai.

As part of the Bank's Top Management team Dr. Jagirdar's work at SBI involved trackingdevelopments in the Indian and global economy and analysing implications for policyparticipating in the Bank's Asset Liability Committee and Central Management Committeemeetings conducting research studies on relevant issues including financial inclusionfinancial stability banking Dr. (Mrs.) Brinda Jagirdar was associated with the RaghuramRajan Committee on Financial Sector Reforms in India was a member of the PlanningCommission's Sub Group on Household Sector Savings for the 12th Five Year Planand member of the Ministry of Finance Group on Deepening India's Household FinancialSavings.

She was member of Banking Finance & Economics Committee of the Bombay Chamber ofCommerce member of the Monetary Policy Group of Indian Banks' Association and editorialcommittee 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 M.A. in Economics from Gokhale Institute of Politics and Economics Pune andB.A. in Economics from Fergusson College Pune. She has attended an Executive Programme atthe Kennedy School of Government Harvard University USA and a leadership programme atIIM Lucknow.

. She is an

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 at various fora including Forum of Free Enterprise business schoolsand colleges. She is frequently invited to be a panellist on TV business channels andcontributes columns in business newspapers and business journals.

The details of the Directorship and/or Membership/ Chairmanship of Committees of theBoard held by Dr. (Mrs.) Brinda Jagirdar (except Private Companies Non-Profit Companiesand Foreign Companies) as on March 31 2017 are as follows:

Name of the Company Committee positions held (excluding Capital First Limited)
Audit Committee Stakeholders Relationship Committee
1. Rane Engine Valve Limited - -
2. Capital First Home Finance Limited M -
3. Continental Warehousing Corporation (Nhava Sheva) 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 58 years is a Non-Executive Independent Director of theCompany. He joined the Board of Directors of the Company in January 2015.

Mr. Kanabar is the Chairman of Audit Committee of the Board of Directors of theCompany.

Mr. Dinesh Kanabar is the CEO of Dhruva Advisors LLP. He is a Fellow Member of theInstitute of Chartered Accountants of India.

Mr. Dinesh Kanabar has over the decades been recognized by his peer group as amongstthe top tax advisors in India. His ability to relate the business strategies of clients tothe tax and regulatory environment has been recognized as unique and has played a criticalrole in evolving solutions for clients.

Prior to founding Dhruva Advisors he held a series of leadership positions acrossseveral large professional service organizations in India. Most recently he was theDeputy CEO of KPMG India where he played a key role in developing and implementing thefirm's overall strategy. He also served as Chairman of KPMG's tax practice. He is a memberof the National Committee of FICCI and the Chairman of its Taxation Committee. He hasworked with the Government on several policy committees including tax reforms. He was amember of the Rangachary Committee which dealt with tax reforms in the IT / ITES sectorand evolved Safe Harbour Rules.

He has worked on some of the largest and most complicated M&A transactionsinternal reorganizations tax litigation Competent Authority proceedings Advance PricingAgreements etc. The list of Corporates to whom he has rendered services include some ofthe largest MNCs as well as Indian business houses.

The details of the Directorship and/ or Membership/ Chairmanship of Committees of theBoard held by Mr. Dinesh Kanabar (except Private Companies Non Profit Companiesand Foreign Companies) as on March 31 2017 are as follows:

Name of the Company Committee positions held (excluding Capital First Limited)
Audit Committee Stakeholders Relationship Committee
1. National Stock Exchange of India Ltd. C -

C - Chairman of the Committee

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

VIII. MR. NARENDRA OSTAWAL (DIN 06530414)

Mr. Narendra Ostawal aged 39 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 Warburg PincusMr. Ostawal was Associate with 3i India and McKinsey & Company. Mr. Ostawal holds aChartered Accountancy degree from The Institute of

Chartered Accountants of India and an MBA from Indian Institute of ManagementBangalore.

The details of the Directorship and/or Membership/ Chairmanship of Committees of theBoard held by Mr. Narendra Ostawal (except Private Companies Non Profit Companiesand Foreign Companies) as on March 31 2017 are as follows:

Name of the Company Committee positions held (excluding Capital First Limited)
Audit Committee Stakeholders Relationship Committee
1. Laurus Labs Limited - C

C - Chairman of the Committee

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

IX. MR. APUL NAYYAR (DIN 01738973)

Mr. Apul Nayyar aged 44 years is a Whole Time Director and Key Managerial Personnelof the Company as per provisions of Companies Act 2013 designated as ‘ExecutiveDirector'. He joined the Board of Directors of the Company in April 2016.

He has more than 19 years of experience in the Financial Services Industry. Previouslyhe has worked in leadership positions across companies like India Infoline (IIFL) MerrillLynch and Citigroup. His expertise in development of business models led to the setup ofLending businesses for some of the above organizations.

Mr. Apul Nayyar is a qualified Chartered Accountant.

Mr. Nayyar has successfully concluded "Global Program for ManagementDevelopment"(GPMD) from Ross School of Business Michigan USA.

The details of the Directorship and/or Membership/ Chairmanship of Committees of theBoard held by Mr. Apul Nayyar (except Private Companies Non-Profit Companies and ForeignCompanies) as on March 31 2017 are as follows:

Name of the Company Committee positions held (excluding Capital First Limited)
Audit Committee Stakeholders Relationship Committee
1. Capital First Home Finance Limited M -

M - Member of the Committee

Mr. Apul Nayyar holds 665000 equity shares in the Company.

X. MR. NIHAL DESAI (DIN 03288923)

Mr. Nihal Desai aged 49 years is a Whole Time Director and Key Managerial Personnelof the Company as per provisions of Companies Act 2013 designated as ‘ExecutiveDirector'. He joined the Board of Directors of the Company in April 2016.

He has more than 23 years of work experience in the Financial Services domain including16 years with ICICI Bank Ltd. in Senior Management positions. He has also worked withSerco India as Managing Director and developed new markets for its core and new BPObusiness.

Mr. Nihal Desai is B.E. in Computer Science and Engineering from Karnataka UniversityDharwad and also done M.B.A in Finance from M.S. University of Baroda Gujarat. Mr. NihalDesai does not hold any Directorship and/or Membership/Chairmanship of Committees of theBoard in any other Public Limited Company Mr. Nihal Desai holds 80000 equity shares inthe Company.

On behalf of the Board of Directors
V. Vaidyanathan
Place : Mumbai Chairman & Managing Director
Date : May 10 2017 DIN: 00082596