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Explicit Finance Ltd.

BSE: 530571 Sector: Financials
NSE: N.A. ISIN Code: INE335G01019
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VOLUME 1000
52-Week high 5.88
52-Week low 2.37
P/E
Mkt Cap.(Rs cr) 2
Buy Price 2.49
Buy Qty 4000.00
Sell Price 2.61
Sell Qty 100.00

Explicit Finance Ltd. (EXPLICITFIN) - Director Report

Company director report

To

The Members

Your Directors are presenting the Twenty Second (22nd) Annual Report of theCompany together with the Audited Accounts for the Financial Year ended 31stMarch 2016.

FINANCIAL HIGHLIGHTS

(Rs. In Lacs)

Year Ended 31.03.2016 Year Ended 31.03.2015
Total Income 565.09 721.26
Profit/(Loss) before Depreciation and Tax 1.49 1.01
Less: Depreciation 1.05 1.05
Profit/(Loss) before Tax 0.43 -0.04
Less: Provision for Income Tax 0.38 -0.01
Profit/(Loss) after Tax 0.05 -0.03
Balance brought forward from previous years -47.78 -47.75
Adjustments as per new Companies Act 2013 0.00 0.00
Transfer to Statutory Reserve 0.00 0.00
Balance carried to Balance Sheet -47.73 -47.78

PERFORMANCE

The Company is mainly engaged into investment and finance activities. During the yearunder review the total revenues were Rs. 565.09 lacs as compared to Rs. 721.26 lacs lastyear. Company has reported net profit for the year stood at Rs. 0.05 lacs as compare toloss of Rs. 0.03 lacs in the last year.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A. INDUSTRY STRUTURE & DEVELOPMENT

There was no major shift in the Indian economy in the year 2015-16 and no growth waswitnessed in the global economy also. But there is HOPE of Indian Economy doing well andout performing other global economies these was further strengthen by the GOOD MONSOONFORECAST. Rural demand is expected to give much needed boost the Indian economy. Declinein oil prices will further help India to attain the growth of 8% and above.

Government initiatives low interest rates decline in fiscal deficit and moderateinflation have enabled the Indian economy to achieve strong growth estimates. Policyadjustments and improved macro-economic environment have helped India attract more FDIflows during the year compared to last year.

India’s financial services industry is expanding at a rapid pace driven by thegovernment’s prosector measures announced in the last fiscal. These initiatives havegiven significant impetus to the sector that includes commercial banks insurancecompanies non-banking financial companies cooperatives pension funds mutual funds andother smaller financial entities. Government schemes like Pradhan Mantri Jan Dhan Yojana

Atal Pension Yojana MUDRA the new bankruptcy law gold monetisation scheme and debtrestructuring scheme are contributing to the financial sector’s growth. Besides thesector is positively impacted by favourable micro economic factors like rising incomelevels improving life expectancy and good economic growth numbers.

The Reserve Bank of India (RBI) has issued in-principle approvals for setting up tensmall finance banks and eleven payment banks. These initiatives are likely to speed up theprocess of financial inclusion opening new avenues of funding for micro small and mediumenterprises (MSMEs). This in turn is expected to open new business opportunities forNBFCs.

B. OPPORTUNITY & TREATS

As explained above the NBFC sector looks poised for a big leap and consolidate itsbusiness in 2016-17. The recent steps by the Government of India to create Infrastructurefor NBFC and to provide banking license for NBFC’s is a positive single and theemergence of REMF (Real Estate Mutual Funds) & REIT (Real Estate Investment Trust) hasbrought new scope for funding in Real Estate Sector.

The sector is subject to many external threats like down trends in the economy risinginflation squeeze in market liquidity etc. to overcome the upcoming changes taking placein the financial policies and sector is the major challenge for the company. TheDevelopment of Industry has resulted in the emergence of various new entrants and hencemaking the industry more competitive. Your Company is confident of meeting the competitionand sustaining in the market.

Over the medium term however along with an increase in demand a supportive operatingenvironment and a stable or soft interest rate regime are factors which could supportNBFCs ability to improve profitability and shareholder returns. The Company faces stiffcompetition from Banks and other NBFCs operating in similar areas of business andchallenges from regulatory changes in the NBFC and ancillary sectors. However with itsexcellent service customer focus and unique differentiators in the product the Companyhas been able to continue to expand its business.

C. RISKS AND CONCERNS

Risk is the integral part of any business. Even as the risk cannot be avoided in abusiness it can be minimized or the probability of loss due to manifestation of such riskcan be reduced to a greater extent.

Volatile macro-economic conditions and change in the sector’s attitude towardsvarious economic segments cause ups and downs in the business. There may be increasedcompetition lower spreads available and non-performance of certain customer segments

Fluctuations in interest rates could adversely affect borrowing costs interest incomeand net interest margins of companies in the financial sector. Any changes in interestrates can impact the company’s asset -liability position together with making thebusiness exposed to risk of lower profitability and lower returns.

NBFCs are regulated by RBI and given the nature of the business there are alwaysregulatory changes and compliance additions being made.

The RBI conducted a comprehensive review of NBFC regulations in 2014. The revisedregulatory framework is designed to focus supervisory attention to those NBFCs whichgenuinely can pose risks to the financial system and bring operational freedom to smallerNBFCs. Assets classification and Provisioning norms of NBFCs are going to converge withthose of banks by the 2018.

Further change in regulatory requirements for NBFCs from time to time can have abearing on the running of the Company. The overall economic slowdown and its impact onservice sector is also a cause of concern.

D. OUTLOOK

Over the years NBFCs have played a significant role in providing small-ticket loans toretail customers in underserved regions who do not have access to formal sources offinance. There is huge opportunity for credit intermediation and expansion in the countryowing to improved economic activity and moderate interest rates as well as consumerdemand.

E. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

Internal Control measures and systems are established to ensure the correctness of thetransactions and safe guarding of the assets. Considering the size and nature ofactivities the company has adequate internal control system covering both accounting andadministrative control. In addition the internal audit is carried out periodically. Themanagement ensuring an effective internal control system so that the financial statementsand reports give a true and fair view.

F. HUMAN RESOURCES

The company always regards human resources as its most valuable asset and continuouslyevolves policies and process to attract and retain its substantial pool of managerialresources through friendly work environment that encourages initiatives by individuals andrecognizes their performance.

G. CAUTIONARY NOTE

Certain Statements in the Management Discussion and Analysis describing the company'sviews about the industry expectations objectives etc may be understood 'forward lookingstatement' within the meaning of applicable laws and regulations. Factors like changes inGovernment regulations tax laws and other factors such as industrial relations andeconomic developments etc. may further influence the company's operations or performance.Actual results may differ substantially or materially from those expressed or implied.

DIVIDEND

In view of insufficient profit and brought forward losses the directors do notrecommend any dividend for the year ended March 31 2016.

RESERVES

The Company does not propose to transfer any amount to statutory reserves due tobrought forward losses.

PUBLIC DEPOSITS

The Company has not accepted any deposits within the meaning of Section 73 of theCompanies Act 2013 and/or rules framed there under.

SHARE CAPITAL

The Paid up capital of the company is Rs. 926.76 lacs. The Company had not issued anyequity shares either with or without differential rights during the FY 2015 - 2016 andhence the disclosure requirements under Section 43 and Rule 4 (4) of the Companies (ShareCapital and Debentures) Rules 2014 is not applicable

DIRECTORS

The composition of the Board is as per the Companies Act 2013 and the SEBI (ListingObligations and Disclosure Requirements) (LODR) Regulations 2015. All the Directors arehaving vast knowledge and experience in their relevant fields and the Company hadbenefitted immensely by their presence in the Board.

In accordance with the provisions of section 152 of the Companies Act 2013 Mr. SatishPai (DIN: 03225392) Director of the Company retires by rotation at the ensuing AnnualGeneral Meeting and being eligible has offered himself for re-appointment.

During the year under review there are no changes in the composition of the Board ofDirectors. CHANGES IN KEY MANAGERIAL PERSONNEL (KMP’S) DURING THE YEAR 2015 -2016 Therewere no change in KMP during the year.

DIRECTORS’ RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Companies Act 2013 yourdirectors confirm that:—

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

ii. the directors had 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 as at March 31 2016 and of the profit ofthe company for that period;

iii. the directors had 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;

iv. the directors have prepared the annual accounts on a going concern basis.

v. the directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.

vi. the directors had devised proper system to ensure compliance with the provisions ofall applicable laws and that such system were adequate and operating effectively.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declaration from all the Independent Directors ofthe Company confirming that they meet the criteria of independence as prescribed bothunder Section 149(6) of the Companies Act 2013 and Regulation 16 (1) (b) of the ListingRegulations. In the opinion of the Board they fulfill the conditions of independence asspecified in the Act and the Rules made there under and are independent of the management.

EVALUATION OF PERMORMANCE OF THE BOARD MEMBERS

Pursuant to the provisions of the Companies Act 2013 and Regulation 19 (4) & 20(4) of the Listing Regulation the evaluation of the performance of the Board as well asof the Audit Committee Nomination and Remuneration Committee and StakeholdersRelationship Committee has been carried out.

The performance evaluation of the Independent Directors was carried out by the entireBoard and the performance evaluation of the Chairman and Non-Independent Directors wascarried out by the Independent Directors

NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW

During the year Four (4) Board Meetings were convened and held. The details of whichare given in the Corporate Governance Report. The intervening gap between the Meetings waswithin the period prescribed under the Companies Act 2013.

COMMITTEES OF THE BOARD:

The Board of Directors of your Company had already constituted various Committees incompliance with the provisions of the Companies Act 2013 /Listing Regulation viz.:

a) Audit Committee.

b) Nomination and Remuneration Committee.

c) Stakeholder Relationship Committee.

d) Finance Committee.

All decisions pertaining to the constitution of Committees appointment of members andfixing of terms of reference / role of the Committees are taken by the Board of Directors.A detailed note on the Board and its Committees is provided under the Corporate GovernanceSection in this Annual Report

CHANGES IN THE NATURE OF BUSINESS IF ANY:

During the year under review there is no change in the nature of business of theCompany.

SUBSIDIARIES/JOINT VENTURE/ASSOCIATE COMPANY

The Company has no subsidiary/joint venture/associate company and hence consolidationand applicable provision under the Companies Act 2013 and Rules made there under are notapplicable to the Company.

CORPORATE GOVERNANCE

Your Company has taken adequate steps to adhere to all the stipulations laid down inRegulation 27 of the SEBI (LODR) Regulations 2015 on Corporate Governance. The detailedreport on Corporate Governance along with certificate on Corporate Governance from theStatutory Auditors is forming part of this Report.

EXTRACT OF ANNUAL RETURN

The extract of Annual Return pursuant to the provisions of Section 92 read with Rule 12of the Companies (Management and administration) Rules 2014 is annexed herewith as Annexure-3to this Report.

STATUTORY AUDITORS

M/s MVK Associates Chartered Accountants were appointed as the Statutory Auditors ofthe Company during the 20th AGM held on 30th September 2014 for aperiod of three years. As per the provisions of Section 139 of the Companies Act 2013the appointment need to be ratified at each AGM during their tenure and your Directorsrecommend ratification of the appointment of Statutory Auditors for the FY 2016 - 2017 inthe ensuing AGM.

AUDITORS’ REPORT

a) Independent Auditor’s Report

There are no qualifications reservation or adverse remark or disclaimer in theIndependent Auditor’s Report provided by M/s. MVK Associates Chartered Accountantsfor the FY 2015 - 2016. The notes to accounts forming part of financial statements areself-explanatory and need no further clarification.

b) Secretarial Audit Report

There are no qualifications reservation or adverse remark or disclaimer in SecretarialAudit Report provided by M/s. Vishal Manseta Practicing Company Secretaries for the FY2015 - 2016. The said report is annexed to this report as Annexure 1.

c) Details in respect of frauds reported by auditors under sub-section (12) of section143 other than those which are reportable to the central government

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

Pursuant to Section 186(11) (a) of the Companies Act 2013 read with Rule 11(2) of theCompanies (Meetings of Board and its Powers) Rules 2014 the loan made guarantee givenor security provided in the ordinary course of business by a Non- Banking FinancialCompany (NBFC) registered with Reserve Bank of India are exempt from the applicability ofprovisions of Section 186 of the Act.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

All related party transactions that were entered into during the financial year were onarm’s length basis and were in the ordinary course of the business. There are nomaterially significant related party transactions made by the company with Promoters KeyManagerial Personnel or other designated persons which may have potential conflict ofinterest with the company at large.

MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THE COMPANY

No material changes and commitments which could affect the Company’s financialposition have occurred between the end of the financial year of the Company and date ofthis report.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO

a) CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION

The Company is not engaged in manufacturing activities and therefore provisionsrelating to conservation of energy and technology absorption are not applicable to it.However efforts are being made to minimize consumption of energy wherever possible.

b) FOREIGN EXCHANGE EARNINGS AND OUTGO

Rs.
i. Foreign exchange earning- Nil.
ii. Foreign Exchange outgo- Nil.

RISK MANAGEMENT

Pursuant to section 134 (3) (n) of the Companies Act 2013 & Regulation 21 of theListing Regulation the company has constituted a business Risk Management Committee. Thedetails of the committee and its terms of reference are set out in the CorporateGovernance Report forming part of the Board’s Report.

At present the company has not identified any element of risk which may threaten theexistence of the company.

CORPORATE SOCIAL RESPONSIBILITY

The provisions of Corporate Social Responsibility are not applicable to the company.

SIGNIFICANT ORDERS PASSED BY REGULATORS COURTS OR TRIBUNALS IMPACTING GOING CONCERNAND COMPANY’S OPERATIONS:

No orders have been passed by any Regulator or Court or Tribunal which can have animpact on the going concern status and the Company’s operations in future.

ADEQUACY OF INTERNAL FINANCIAL CONTROL WITH REFERENCE TO FINANCIAL STATEMENTS

The Company has in place adequate internal financial controls with reference to thefinancial statements which is evaluated by the Audit Committee as per Schedule II Part Cof the SEBI (LODR) Regulations 2015. During the year under review there were noreportable material weaknesses in the systems or operation.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The details in respect of internal control systems and their adequacy are included inthe Management Discussion and Analysis Report which forms part of this report.

INDEPENDENT DIRECTORS MEETING

During the year under review the independent Directors of the Company met on January18 2016 inter-alia to discuss:

a. Evaluation of performance of Non-Independent Directors and the Board of Directors ofthe Company as a whole.

b. Evaluation of performance of the Chairman of the Company taking into views ofExecutive and Non Executive Directors.

c. Evaluation of the quantity content and timelines of flow of information between theManagement and the board that is necessary for the Board to effectively and reasonablyperform its duties.

NOMINATION & REMUNERATION POLICY

The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration. The appointment and Remuneration Policy is stated in the CorporateGovernance Report of the Company that forms part of the Annual Report.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company in order to maintain highest standards of ethical moral and legal conductadopted Vigil Mechanism/Whistle Blower policy to provide an avenue to its employees toraise concerns of any violations of legal or regulatory requirements incorrect ormisrepresentations of any financial statements and reports etc. The Audit committee ofthe company oversees the said mechanism from time to time. None of the Company personnelhas been denied access to the Audit Committee. The

Whistle Blower Policy of the Company is also posted on the website of the Company www.explicitfinance.net

PARTICULARS OF EMPLOYEES AND DISCLOSURE UNDER SECTION 197(12) AND RULE 5(1) OF THECOMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES 2014:

The information required under Section 197 (12) of the Companies Act 2013 read withRule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 is attached herewith as Annexure-2.

DISCLOSURE UNDER RULE 5(2) AND RULE 5(3) OF THE COMPANIES (APPOINTMENT AND REMUNERATIONOF MANAGERIAL PERSONNEL) RULES 2014

There are no employees covered under Rule 5 (2) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 in respect of whom particulars arerequired to be furnished.

DISCLOSURE UNDER THE SEXUAL HARASSMENT AT WORKPLACE (PREVENTION PROHIBITION ANDREDRESSAL) ACT 2013

The company has in place an Anti Harassment policy in line with the requirements of Thesexual harassment at the workplace (Prevention Prohibition & Redressal) Act 2013.Internal Complaints Committee (ICC) has been set up to redress complaints receivedregarding sexual harassment. All employees (permanent contractual temporary trainees)are covered under this policy. During the year under review company has not received anySexual Harassment Complaints.

RBI GUIDELINES

The company continues to comply with all the requirements prescribed by the ReserveBank of India from time to time as applicable.

ACKNOWLEDGEMENT

The Directors takes this opportunity to thank all their colleagues at Explicit FinanceLtd. for their professionalism and dedication to the task at hand. The board also wishesto place on record their appreciation for valuable support given by the Bankers Clientsand Shareholders.

By Order of the Board of Directors
Swati Dave
Managing Director
DIN: 03299627
Mumbai dated 12th August 2016

Form No. MR-3

SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED March 312016 [Pursuant to section 204(1) of theCompanies Act 2013 and rule No.9 of the Companies (Appointment and RemunerationPersonnel) Rules 2014]

To

The Members

Explicit Finance Limited

I have conducted the secretarial audit of the compliances of the applicable statutoryprovisions and the adherence to good corporate practices by Explicit Finance Limited (hereinaftercalled the company). Secretarial Audit was conducted in a manner that provided me areasonable basis for evaluating the corporate conducts/statutory compliances andexpressing my opinion thereon.

Based on my verification of the books papers minute books forms and returns filedand other records maintained by the company and also the information provided by thecompany its officers agents and authorized representatives during the conduct ofsecretarial audit I hereby report that in my opinion the company has during the auditperiod covering the financial year ended on March 312016 complied with the statutoryprovisions listed hereunder and if not complied remarks or disclosure in that regard hasbeen provided by me and also that the company has proper Board-processes and compliance-mechanism in place to the extent in the manner and subject to the reporting madehereinafter:

I have examined the books papers minute books forms and returns filed and otherrecords maintained by "the Company" for the financial year ended on March312016 according to the provisions of:

(i) The Companies Act 2013 (the Act) and the rules made thereunder;

As per information and explanation given to me and documents provided for inspectionthe company has maintained minutes book statutory registers as required by the Act. TheCompany has filed various E-Forms during the year.

(ii) The Securities Contracts (Regulation) Act 1956 (‘SCRA’) and the rulesmade thereunder;

As per information provided the Company has complied with the stated rules.

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

As the shares of the Company are listed on BSE as per compliance requirement majorityof the shares of the company are in demat form and the company complies with theDepositories Act. The RTA of the Company is M/s. Adroit corporate Services PrivateLimited.

(iv) Foreign Exchange Management Act 1999 and the rules and regulations madethereunder to the

extent of Foreign Direct Investment Overseas Direct Investment and External CommercialBorrowings;

The Company is not involved in any FOREX transactions during the year under review.

(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: Requisite disclosures were given to exchanges wheneverrequired.

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 1992;

The said regulations are complied with as the insider trading intimation is given tothe persons identified to be possessing price sensitive information before every Board orMembers meeting and in case of any Corporate Action or announcements made to StockExchanges as the case may be.

(c) The Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations 2009 : Not Applicable

(d) The Securities and Exchange Board of India (Employee Stock Option Scheme andEmployee Stock Purchase Scheme) Guidelines 1999 : Not Applicable

(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations 2008 : Not Applicable

(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;

M/s. Adroit corporate Services Private Limited is Registrar and Transfer Agent (RTA) ofthe Company and is compliant with the said regulations.

(g) The Securities and Exchange Board of India (Delisting of Equity Shares)Regulations 2009 : Not Applicable and

(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations1998 : Not Applicable

(i) Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015

As per information provided the Company has complied with the stated rules.

(iv) The list of other acts applicable is as under:

• Provident Fund and other Employee Benefit related Statutes

The provisions of Employee Benefit statutes are not applicable to the Company.

• TDS and Service Tax related statutes

The Company is regular in depositing TDS and Service Tax provisions are not applicableto the Company.

• The Maharashtra Shops and Establishment Act 1948.

• Prevention of Money Laundering Act.

• The Information Technology Act 2000.

• The Indian Stamp Act 1899/Bombay Stamp Act.

• Negotiable Instruments Act 1881.

• Registration of any property purchase/sale/long lease.

• Wealth Tax Act 1957

• Factories Act 1948

• Indian Contract Act 1872

As per the information and explanation given the company has NBFC license as stipulatedunder RBI regulations.

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

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

The Company has complied with Secretarial Standards during the period under review.

I further report that

As per information given adequate notices were given to all directors for the Boardand Committee Meetings held from time to time.

I 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.

ForVishal N. Manseta
(Practicing company Secretary)
Place : Mumbai
Date : August 12 2016 Vishal N. Manseta
ACS/FCS No. A25183

To

The Members

Explicit Finance Limited

(CIN No.L6599OMH1994PLC076788)

My Secretarial Audit Report is to be read along with this letter :

1. Maintenance of secretarial record as well as the compliance of the provisions ofCorporate and other applicable laws rules regulations standards is the responsibilityof the management of the Company. Our responsibility is to express an opinion on thesesecretarial records based on our audit.

2. Our examination was limited to the verification of procedures on test basis.

3. We have followed the audit practices and processes as were appropriate to obtainreasonable assurance about the correctness of the contents of the Secretarial records. Theverification was done on test basis to ensure that correct facts are reflected insecretarial records. We believe that the processes and practices we followed provide areasonable basis for our opinion.

4. We have not verified the correctness and appropriateness of financial records andBooks of accounts of the Company.

5. Where ever required we have obtained the Management representation about thecompliance of laws rules and regulations and happening of events etc.

6. The Secretarial Audit report is neither an assurance as to the future viability ofthe Company nor of the efficiency or effectiveness with which the management has conductedthe affairs of the company.

ForVishal N. Manseta
(Practicing company Secretary)
Place : Mumbai
Date : August 12 2016 Vishal N. Manseta
ACS/FCS No. A25183

ANNEXURE- 2 Particulars of Employees

Disclosure pursuant to Section 134 (3) of the Companies Act read with Rule 5(1) of theCompanies (Appointment and

Remuneration of Managerial Personnel) Rules 2014

Sr. Requirements No Disclosures
1 Ratio of remuneration of Director to median remuneration of employees for the financial year NA (In view of minuscule profit Directors are not taking any salary.)
2 Percentage increase in remuneration of Director & CFO Director & CFO -No increase was given in 2015-2016
3 Percentage increase in median remuneration of employees in the financial year 1.50
4 Number of permanent employees 2
5 Explanation on average increase in remuneration and company performance The Company has earned Rs.5306/- profit for the year ended March 31 2016 after Depreciation.
6 Comparison of the remuneration of the Key Managerial Personnel against the performance of the Company Not Applicable as the Company has earned small profit of Rs5306/- only for the year ended March 31 2016 after exceptional items. Please also referred to explanation at Point No. 1 2 & 5 above.

7 Variation in the market capitalization PE ratio as at the closing date of currentfinancial year and previous financial year and percentage increase over /decrease in themarket quotations of the shares in comparison

Particulars 31-03-16 31-03-15
Market Cap 6.94 cr 6.39 Cr
P/E Ratio 0.00 (0.00)
Increase/(Decrease) in 8.61%
market cap

 

8 Average percentile increase already made in the salaries other than the Managerial Personnel in the last financial year and its comparison with the percentile in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration There was no increase in the remuneration of Managerial Personnel in last financial year.
9 Comparison of each remuneration of the key managerial personnel against the Not Applicable since the Company has incurred loss
10 The key parameters for any variable component of remuneration availed by directors NA. The Company does not have any variable pay structure for its directors
11 The ratio of remuneration of the highest paid director to employees who are not directors but receive remuneration in excess of highest paid directors NA. Refer Pt no.1
12 Remuneration as per Policy The Remuneration paid to Directors/ senior management personnel was as per the Remuneration policy of the Company.

Annexure 3

EXTRACT OF ANNUAL RETURN

As on financial year ended on 31.03.2016

Pursuant to Section 92 (3) of the Companies Act 2013 and rule 12(1) of the Company(Management &

Administration) Rules 2014.

I. REGISTRATION & OTHER DETAILS:

1. CIN L6599OMH1994PLC076788
2. Registration Date 24-02-1994
3. Name of the Company Explicit Finance Limited
4. Category/Sub-category of the Company Public Limited
5. Address of the Registered office & contact details 305 Sohan Commercial Plaza Vasai(E) Palghar -401210 Tel:9320478152
6. Whether listed company Yes
7. Name Address & contact details ofthe Registrar & Transfer Agent if any. Adroit Corporate Services P Ltd. 19/20 Jaferbhoy Industrial Estate Makwana Road Marol Naka Andheri (East) Mumbai- 400 059.

Tel: 022-42270400

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY (All the business activitiescontributing 10 % or more of the total turnover of the company shall be stated)

S. No. Name and Description of main products / services NIC Code ofthe Product/ service % to total turnover ofthe company
1 NBFC Company --- 100

III. PARTICULARS OF HOLDING SUBSIDIARY AND ASSOCIATE COMPANIES - NONE

All the business activities contributing 10 % or more ofthe 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

NA

III. VI. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage ofTotal Equity)

Category-wise Share Holding

Category of Shareholders

No. of Shares held at the beginning of the year[As on 31-March-2015]

No. of Shares held at the end of the year[As on 31-March-2016]

% Change during the year

Demat Physic al Total %of Total Shares Demat Physical Total %of Total Shares
A. Promoter s
(1) Indian
a) Individual/ HUF 175800 0 175800 1.89 175800 0 175800 1.89 0
b) Central Govt 0 0 0 0 0 0 0 0 0
c) State Govt(s) 0 0 0 0 0 0 0 0 0
d) Bodies Corp. 94500 0 945000 10.20 94500 0 945000 10.20 0
e) Banks / FI 0 0 0 0 0 0 0 0 0
f) Any other 0 0 0 0 0 0 0 0 0
Total shareholding of Promoter (A) 1120800 0 1120800 12.09 1120800 0 1120800 12.09 0
B. Public
Shareholding
1. Institutions 0 0 0 0 0 0 0 0 0
a) Mutual Funds 0 0 0 0 0 0 0 0 0
b) Banks / FI 0 0 0 0 0 0 0 0 0
c) Central Govt 0 0 0 0 0 0 0 0 0
d) State Govt(s) 0 0 0 0 0 0 0 0 0
e) Venture Capital Funds 0 0 0 0 0 0 0 0 0
f)Insurance Companies 0 0 0 0 0 0 0 0 0
g) FIIs 0 0 0 0 0 0 0 0 0
h) Foreign Venture Capital Funds 0 0 0 0 0 0 0 0 0
i) Others (specify) 0 0 0 0 0 0 0 0 0
Sub-total (B)(1):- 0 0 0 0 0 0 0 0 0
2. NonInstitutions
a) Bodies Corp.
i) Indian 5221980 111000 5332980 57.55 5181719 111000 5292719 57.11 -0.44%
ii) Overseas 0 0 0 0 0 0 0 0 0
b) Individuals
i) Individual shareholders holding nominal share capital upto Rs. 2 lakh 540276 1180200 1720476 18.57 729027 1281300 2010327 21.69 3.12%
ii) Individual shareholders holding nominal share capital in excess of Rs 2 lakh 452144 640900 1093044 11.79 309729 534025 843754 9.11 -2.68%
c) Others (specify)
Non Resident Indians 0 0 0 0 0 0 0 0 0
Overseas Corporate Bodies 0 0 0 0 0 0 0 0 0
Foreign Nationals 0 0 0 0 0 0 0 0 0
Clearing Members 300 0 300 0
Trusts 0 0 0 0 0 0 0 0
Foreign Bodies - D R 0 0 0 0 0 0 0 0
Sub-total (B)(2):- 6214700 1932100 8146800 87.91 6220475 1926325 8146800 87.91 0
Total Public Shareholding (B)=(B)(1)+ (B)(2) 6214700 1932100 8146800 87.91 6220475 1926325 8146800 87.91 0
C. Shares held by Custodian for GDRs & ADRs 0 0 0 0 0 0 0 0
Grand Total (A+B+C) 7335500 1932100 9267600 100 7341275 1926325 9267600 100 0

B) Shareholding of Promoter-

SN Shareholder’s Name

Shareholding at the beginning of the year

Shareholding at the end of the year

% change in shareholding during the year

No. of Shares % of total Shares of the company %of Shares Pledged / encumberedto total shares No. of Shares % of total Shares of the company %of Shares Pledged / encumberedto total shares
1 Gopal Dave 103000 1.11 0 103000 1.11 0 0
2 Avinash Mainkar 72800 0.79 0 72800 0.79 0 0
3 r runadhanya T rading P Ltd. 945000 10.19 0 945000 10.19 0 0

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

SN Particulars

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 1120800 12.09 1120800 12.09
Date wise Increase / Decrease in Promoters Shareholding during the year specifying the reasons for increase / decrease (e.g. allotment /transfer / bonus/ sweat equity etc.):

Nil

Nil

Nil

Nil
At the end of the year 1120800 12.09 1120800 12.09

D) Shareholding Pattern of top ten Shareholders:

(Other than Directors Promoters and Holders of GDRs and ADRs):

SN For Each of the Top 10 Shareholders

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 6268790 67.64 6268790 67.64
Date wise Increase / Decrease in Promoters Shareholding during the year specifying the reasons for increase /decrease (e.g. allotment / transfer / bonus/ sweat equity etc):

Nil

Nil

Nil

Nil
At the end of the year 6268790 67.64 6268790 67.64

E) Shareholding of Directors and Key Managerial Personnel:

SN Shareholding of each Directors and each Key Managerial Personnel

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 1120800 12.09 1120800 12.09
Date wise Increase / Decrease in Promoters Shareholding during the year specifying the reasons for increase /decrease (e.g. allotment / transfer / bonus/ sweat equity etc.):

Nil

Nil

Nil

Nil
0 0 0 0
At the end of the year 1120800 12.09 1120800 12.09

V) INDEBTEDNESS -Indebtedness of the Company including interestoutstanding/accrued but not due for payment.

Secured Loans excluding deposits Unsecured Loans Deposits Total Indebtedness
Indebtedness at the beginning of the financial year
i) Principal Amount 0 0 0 0
ii) Interest due but not paid 0 0 0 0
iii) Interest accrued but not due 0 1799041 0 1799041
Total (i+ii+iii) 0 0 0 0
Change in Indebtedness during the financial year
* Addition 0 306082 0 306082
* Reduction 0 1799041 0 1799041
Net Change 0 -1799041 0 -1799041
Indebtedness at the end of the financial year 0
i) Principal Amount 0 0 0 0
ii) Interest due but not paid 0 306082 0 306082
iii) Interest accrued but not due 0 0 0 0
Total (i+ii+iii) 0 306082 0 306082

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL- A. Remuneration to ManagingDirector Whole-time Directors and/or Manager:

NOTE: Please note that No salary was paid to ANY DIRECTORS.

SN. Particulars of Remuneration Name of MD/WTD/ Manager Total Amount
1 Gross salary 0
(a) Salary as per provisions contained in section 17(1)ofthe Income-tax Act 1961 0
(b) Value of perquisites u/s 17(2) Income- tax Act 1961 0
(c) Profits in lieu of salary under section 17(3) Income- tax Act 1961
2 Stock Option
3 Sweat Equity
4 Commission
- as % of profit
- others specify...
5 Others please specify
Total (A)
Ceiling as per the Act

B.Remuneration to other directors

SN. Particulars of Remuneration Name of Directors Total Amount
1 Independent Directors
Fee for attending board committee meetings
Commission
Others please specify
Total (1)
2 Other Non-Executive Directors
Fee for attending board committee meetings
Commission
Others please specify
Total (2)
Total (B)=(1+2)
Total Managerial Remuneration
Overall Ceiling as per the Act

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

SN Particulars of Remuneration

Key Managerial Personnel

CEO CS CFO Total
1 Gross salary 0 0 0
(a) Salary as per provisions contained in section 17(1) of the Income-tax Act 1961 0 0 240000 240000
(b) Value of perquisites u/s 17(2) Income- tax Act 1961 0 0 0 0
(c) Profits in lieu of salary under section 17(3) Income-tax Act 1961 0 0 0 0
2 Stock Option 0 0 0 0
3 Sweat Equity 0 0 0 0
4 Commission 0 0 0 0
- as % of profit 0 0 0 0
others specify... 0 0 0 0
5 Others please specify 0 0 0 0
Total 0 0 240000 240000

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 0 NA 0 0 NA
Punishment 0 NA 0 0 NA
Compounding 0 0 0 0 NA
B. DIRECTORS
Penalty 0 NA 0 0 NA
Punishment 0 NA 0 0 NA
Compounding 0 NA 0 0 NA
C. OTHER OFFICERS IN DEFAULT
Penalty 0 NA 0 0 NA
Punishment 0 NA 0 0 NA
Compounding 0 NA 0 0 NA