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India Finsec Ltd.

BSE: 535667 Sector: Financials
NSE: N.A. ISIN Code: INE474O01010
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NSE 05:30 | 01 Jan India Finsec Ltd
OPEN 31.55
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VOLUME 2015
52-Week high 39.80
52-Week low 8.82
P/E 107.14
Mkt Cap.(Rs cr) 75
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 31.55
CLOSE 30.00
VOLUME 2015
52-Week high 39.80
52-Week low 8.82
P/E 107.14
Mkt Cap.(Rs cr) 75
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

India Finsec Ltd. (INDIAFINSEC) - Director Report

Company director report

To

The Members

Your Directors have pleasure in presenting the Twenty Third Annual Report of theCompany with the Audited Financial Statements and the Auditor's Report of your Company forthe financial year ended 31st March 2017.

1. COMPANY BACKGROUND

India Finsec Limited ("the Company") is a RBI registered Non-BankingFinancial Company ("NBFC"). The registered office of the Company is situated atD-16 First Floor Above ICICI Bank Prashant Vihar Sector-14 Rohini Delhi-110085. TheCompany was incorporated on August 10 1994. The Company has its Equity Shares listed atBSE Limited.

2. BUSINESS OVERVIEW

The Company is engaged in the business of financing Inter Corporate Deposits PersonalLoans IPO funding funding against shares and securities and Long against Property (LAP)to the individuals and Body Corporate.

Your Company posted Total income and Net Profit of Rs. 91192080/- and Rs.16964885/- respectively as on March 31 2017 as against Rs. 72390991/- and Rs.5558346 respectively in the previous year.

Despite facing the stiff competition the Company registered substantial growth interms of its revenue from business operations. Your Company has been able to achievesubstantial market share steady price for its products by taking up newer challenges andwas able to achieve 25 percent increase in its revenue as compared to last year.

STATEMENT OF AFFAIRS

The Company's Performance during its Twenty Third years of Operations is summarizedbelow:

FINANCIAL RESULTS

Particulars

Financial year ended (in Rs.)

Standalone

Consolidated

March 31 2017 March 31 2016 March 31 2017 March 31 2016
Total Income 91192080.00 72390991.00 91346463.00 76312931.00
Total Expenditure 67133379.00 64357023.00 67283130.00 66406248.00
Profit/(Loss) before tax 24058701.00 8033968.00 24063333.00 9906684.00
Profit/(Loss) after tax 16964885.00 5558346.00 17264338.00 6021427.00
Paid- up Share Capital 249417150.00 249417150.00 249417150.00 249417150.00
Reserves and Surplus 184907 218.00 166935081.00 185180769.00 172176958.00

3. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of the Regulation 34(2)(e) of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the Management's Discussion and Analysis is set out inthe Annual Report.

4. DIVIDEND

The Board of Directors of the Company has decided not to declare any dividend for thefinancial year under consideration.

5. TRANSFER TO GENERAL RESERVES

As the company has not declared any dividend therefore the Company has not proposedto carry any sum to the General Reserves of the Company for the period underconsideration.

6. CHANGES IN THE NATURE OF BUSINESS

The Company is engaged in the business of Financing Inter Corporate Depositsadvancing personal loans funding of IPO funding against shares and securities loanagainst properties to individuals & companies etc. However there has been no changein the nature of business during the year under review by the Company.

7. MATERIAL CHANGES AND COMMITMENTS

There is no material change which may affect the financial position of the Companybetween the financial year and up to the date of this report.

8. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS

Based on the framework of internal financial controls and compliance systemsestablished and maintained by the Company work performed by the internal statutory andsecretarial auditors and the reviews performed by management and the relevant boardcommittees including the audit committee the board is of the opinion that the Company'sinternal financial controls were adequate and effective during the financial year2016-17.The details in respect of internal financial control and their adequacy areincluded in the Management Discussion & Analysis which forms part of this report.

9. PUBLIC DEPOSITS

During the year under review the company has not accepted any deposit under Section 73of the Companies Act 2013 read with Companies (Acceptance of Deposits) Rules 1975.

10. AUDITORS

STATUTORY AUDITOR

At the Annual General Meeting held on Tuesday September 29 2015 M/s V.N. Purohit& Co. Chartered Accountants were appointed as Statutory Auditors of the Company tohold office till the conclusion of the Annual General Meeting to be held in the calendaryear 2018. In terms of the first provisio to section 139 of the Companies Act 2013 theappointment of the auditors shall be placed for ratification at every Annual GeneralMeeting. Accordingly the appointment of M/s V.N. Purohit & Co. Chartered Accountantsas statutory auditors of the Company is placed for ratification by the shareholders.

Auditor's Report

The Auditor's Report for financial year ended 2017 does not contain any qualificationreservation or adverse remarks. All Observations made in the Independent Auditors' Reportand Notes forming part of the Financial Statements are self explanatory and do not callfor any further comments and also there is no incident of fraud requiring reporting bythe auditors under section 143(12) of the Companies Act 2013 during the year. TheAuditor's report is enclosed with the financial statements in this Auditor's Report.

SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed Ms. Rachna Bhasin (CP No.: 12952 ACS: 23539) Practicing Company Secretariesto undertake the secretarial audit of the Company for the Financial Year 2016-2017.

SecretarialA udit Report

The Secretarial Audit Report for the financial year ended March 31 2017 does notcontain any qualification reservation or adverse remark. A copy of Secretarial AuditReport as provided by Company Secretary in Practice has been annexed with the Report. (Annexxure-I)

INTERNAL AUDITOR

Pursuant to provisions of Section 138 read with rules made there under the Board hasappointed M/s Bansal Mangal Singhal & Goyal Chartered Accountants as an InternalAuditor of the Company to check the internal controls and functioning of the activitiesof the Company and also recommends way of improvement. They have provided Internal AuditReport of the Company for the financial year ended March 31 2017. The Internal audit iscarried out quarterly basis and the report is placed in the Audit Committee Meeting andBoard Meeting for their consideration and direction.

11. SHARE CAPITAL

A. ISSUE OF EQUITY SHARES WITH DIFFERENTIAL RIGHTS

The Company has not issued any equity shares with differential rights so no disclosureis required as per Rule 4(4) of the Companies (Share Capital and Debentures) Rules 2014.

B. ISSUE OF SWEAT EQUITY SHARES

The Company has not issued sweat equity shares so no disclosure is required as perRule 8(13) of the Companies (Share Capital and Debentures) Rules 2014.

C. ISSUE OF EMPLOYEE STOCK OPTIONS

The Company has not issued employee stock options so no disclosure is required as perRule 12(9) of the Companies (Share Capital and Debentures) Rules 2014.

D. PROVISION OF MONEY BY COMPANY FOR PURCHASE OF ITS OWN SHARE BY EMPLOYEES OR BYTRUSTEE FOR THE BENEFIT OF EMPLOYEES

The Company has not made any provision for purchase of its own share by employees or bytrustee for the benefit of employees so no disclosure is required as per Rule 16(4) of theCompanies (Share Capital and Debentures) Rules 2014.

E. ISSUE OF SHARES ON PREFERENTIAL BASIS

The Company has not issued any share on preferential basis during the year.

12. LISTING FEES

The Company has paid the Annual Listing Fees to the Bombay Stock Exchange Limited (BSE)for the financial year ended March 31 2017.

13. EXTRACT OF THE ANNUAL RETURN

In accordance with Section 134(3)(a) of the Companies Act 2013 an extract of theAnnual Return in Form No.MGT - 9 as ‘Annexure-II' has been enclosedwith the Board's Report.

14. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO

The details of conservation of energy technology absorption foreign exchange andoutgo are as follows:

A. CONSERVATION OF ENERGY

Company is not engaged in any manufacturing or processing activity as such particularsrequired to be given in terms of Section 134(3)(m) of the Companies Act 2013 read withthe Companies (Accounts) Rules 2014 regarding conservation of energy are not applicable.

B. TECHNOLOGY ABSORPTION

Company is not engaged in any manufacturing or processing activity as such particularsrequired to be given in terms of Section 134(3)(m) of the Companies Act 2013 read withthe Companies (Accounts) Rules 2014 regarding Technology absorption are not applicable.

C. FOREIGN EXCHANGE EARNINGS AND OUTGO

There has been no expenditure and/or earning in foreign exchange.

15. POLICIES

There has been no change in the following policies during the financial year 2016-17:

• Policy on Preservation of Documents and Archives Management as per Regulation 9and 30(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

• Policy for Disclosure of events/ information and Determination of materiality asper Regulation 30(4)(ii) of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015.

• Policy on Materiality of Related Party Transactions as per Regulation 23(1) ofthe SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

• Risk Management Policy

• Policy for determining ‘material' subsidiaries as per Regulation 16(1)(c)of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015.

Such Policies are available on the website of the Company i.e.http://www.indiafinsec.com/corporate-governance/

16. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED

During the financial year 2016-17 no significant and material orders passed by theregulators or courts or tribunals impacting the going concern status and company'soperations in future.

17. CORPORATE SOCIAL RESPONSIBILITY

Pursuant to provision of Section 135 of the Companies Act 2013 every company having aNet Worth of Rupees Five Hundred Crore (Rs.500 Crore) or more or Turnover of RupeesThousand Crore (Rs.1000 Crore) or more or Net Profit is Rupees Five Crore (Rs.5 Crore) ormore during any financial year is required to constitute a Corporate SocialResponsibility Committee ("CSR Committee") of the Board. But this provision isnot applicable on our company; because in any previous financial year (including2016-2017) our company has not reached this limit.

18. DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board of the Company was duly constituted in accordance with the provisions of theCompanies Act 2013. As on the date of report the Board of Director's consists of thefollowing members:

S. No. Name of Director Designation DIN Date of Appointment
1 Mr. Gopal Bansal Managing Director 01246420 16.01.2016
2 Mr. Mukesh Sharma Whole Time Director 00274217 16.01.2016
3 Mr. Basant Mittal Independent Director 06462662 28.12.2012
4 Ms. Charu Goyal Independent Director 06464406 28.12.2012

A. DIRECTORS

There is no appointment resignation or any other changes in the directors of theCompany.

B. WHOLE TIME DIRECTOR

Mr. Mukesh Sharma retires by rotation and being eligible has offered himself forreappointment.

C. CHIEF FINANCIAL OFFICER

There is no appointment resignation or any other changes in the position of the ChiefFinancial Officer of the Company.

D. COMPANY SECRETARY & COMPLIANCE OFFICER

Ms. Richa Sharma has resigned from the post of Company Secretary on 26thAugust 2016. Further Ms. Varsha Bharti has been appointed as Company Secretary andCompliance Officer of the Company with effect from 13th February 2017.

19. REMUNERATION OF KEY MANANGERIAL PERSONNEL

Mr. Gopal Bansal (Managing Director) the Key Managerial Personnel of the Company bepaid Gross monthly remuneration of Rs.100000/- (Rupees One Lakh Only) subject to theincrement as decided by the Board of Directors of the Company from time to time on thebasis of his performance and policy of the Company.

Mr. Mukesh Sharma (Whole Time Director) the Key Managerial Personnel of the Company bepaid Gross monthly remuneration of Rs. 20000/- (Rupees Twenty Thousand Only) subject tothe increment as decided by the Board of Directors of the Company from time to time on thebasis of his performance and policy of the Company.

Mr. Manoj Kumar Gupta (Chief Financial Officer) the Key Managerial Personnel of theCompany be paid Gross monthly remuneration of Rs. 80000/- (Rupees Eighty Thousand Only)subject to the increment as decided by the Board of Directors of the Company from time totime on the basis of his performance and policy of the Company.

Ms. Richa Sharma (Former Company Secretary) the Key Managerial Personnel of thecompany has been paid Gross monthly remuneration of Rs. 40000/- (Rupees Forty ThousandOnly). She resigned from the post of Company Secretary with effect from August 26 2016.

Ms. Varsha Bharti (New Company Secretary) the Key Managerial Personnel of the companybe paid Gross monthly remuneration of Rs. 30000/- (Rupees Thirty Thousand Only) subjectto the increment as decided by the Board of Directors of the Company from time to time onthe basis of her performance and policy of the Company.

20. DECLARATION BY THE INDEPENDENT DIRECTOR

The Company has received declarations from all the Independent Directors (Mr. BasantMittal and Ms. Charu Goyal) of the Company confirming that they meet the criteria ofindependence as prescribed under the Companies Act 2013 and Listing Regulations.

21. PERFORMANCE EVALUATION

Pursuant to the provisions of the Companies Act 2013 and Regulation 17(10) of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 a separate exercisewas carried out to evaluate the performance of individual Directors including the Chairmanof the Board who were evaluated on parameters such as level of engagement and contributionand independence of judgment thereby safeguarding the interest of the Company.

The performance evaluation of the Independent Directors was carried out by the entireBoard. The performance evaluation of the Chairman and the Non Independent Directors wascarried out by the Independent Directors. The board also carried out annual performanceevaluation of the working of its Audit Nomination and Remuneration as well as StakeholderRelationship committee. The Directors expressed their satisfaction with the evaluationprocess. The Board of Directors reviewed all the laws applicable on the company preparedby the company and taking steps to rectify instances of non-compliances.

22. NUMBER OF MEETINGS OF THE BOARD

The Board of Directors duly met 13 (Thirteen) times during the year in respectof which notices were given and the proceedings were recorded and signed. The interveninggap between any two meetings was within the period prescribed by the Companies Act 2013.

23. COMMITTEES AND THEIR MEETINGS AUDIT COMMITTEE

The Company has an Audit Committee comprising Mr. Basant Mittal (Independent Director)Ms. Charu Goyal (Independent Director) Mr. Gopal Bansal (Managing Director) and Ms.Varsha Bharti (Secretary of the Audit Committee).The terms of reference of the AuditCommittee interalia include overseeing financial reporting process reviewing thefinancial statements and recommending appointment of Auditors. All the recommendationsmade by Audit Committee were accepted.

During the year 4 (Four) Audit Committee Meetings were held.

NOMINATION AND REMUNERATION COMMITTEE

The Company has a Nomination & Remuneration Committee of Directors in compliancewith provisions of the Companies Act 2013 and Regulation 19 of SEBI (Listing Obligationsand Disclosure Requirements) Regulations

2015. The Committee's scope of work includes nominate the directors as per theirqualifications experience and positive attributes deciding on remuneration and policymatters related to remunerations of Directors and laying guidelines for remunerationpackage or compensation.

The Committee comprises of Mr. Basant Mittal (Independent Director) Ms. Charu Goyal(Independent Director) and Mr. Gopal Bansal (Managing Director).

During the year 3 (Three) Nomination and Remuneration Meetings were held.

Nomination andRemuneration Policy

The details of Nomination and Remuneration Policy are covered in the CorporateGovernance Report. It is hereby affirmed that the remuneration paid is as per RemunerationPolicy of the Company. The Nomination & Remuneration Policy is attached with thisreport as an Annexure III.

STAKEHOLDERS RELATIONSHIP COMMITTEE

The Company has a Stakeholder Relationship Committee of directors to look into theredressal of complaints of investors such as transfer or credit of shares non-receipt ofdividend/notices /annual reports etc.

The Committee comprises of Mr. Basant Mittal (Independent Director) Ms. Charu Goyal(Independent Director) and Mr. Gopal Bansal (Managing Director).

During the year 4 (Four) Stakeholders Relationship Committee Meetings were held.

Details ofestablishment of Vigil Mechanism/Whistle BlowerPolicyforDirectors andEmployees

The Company has a well framed vigil mechanism/whistle blower policy for its directorsand employees. The company believes on the honesty integrity ethics transparency andgood conduct for its professional environment and provides such kind of environment to itsemployees and directors and always encourages its team to follow such standards in theiractivities. The directors employees and other team members are free to report on theissues which require genuine concern. An Audit Committee of the Board of directors has theresponsibility to review the functioning of vigil mechanism and the same has beenperformed by the committee periodically.

This policy is explained in corporate governance report and also posted on the websiteon http://www.indiafinsec.com/corporate-governance/ under Corporate Governance section.

RISK MANAGEMENT COMMITTEE

The Board of Directors has constituted a Risk Management Committee to minimize ormitigate the risk involved in the business activities of the Company.

The Committee comprises of Mr. Basant Mittal (Independent Director) Ms. Charu Goyal(Independent Director) and Mr. Gopal Bansal (Managing Director).

During the year 4 (Four) Risk Management Committee Meetings were held.

24. DETAILS OF SUBSIDIARY/JOINT VENTURE/ ASSOCIATE COMPANIES

In the beginning of the year we had only one subsidiary but as on March 31 2017 wehave one subsidiary company

i.e. "IFL Housing Finance Limited" and one associate company i.e. "IFLEnterprises Limited". In accordance with Section 129(3) we have prepared theconsolidated financial statements of the Company which forms part of this Annual Report.

During the year investment of Rs. 105000000/- was made in a subsidiary i.e. IFLHousing Finance Limited. Further IFL Enterprises Limited reported revenue of Rs.35456028/- and incurred a loss of Rs. 927786 as compared to revenue of Rs.3921940/- and profit after tax of Rs. 1294045 in the last year.

25. PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE SUBSIDIARIES ASSOCIATES ANDJOINT VENTURE COMPANIES

The performance and financial position of "IFL Housing Finance Limited"(Subsidiary) and "IFL Enterprises Limited" (Associate) for thefinancial year 2016-2017 are mentioned below:

The Particulars of Subsidiaries Associates and Joint Ventures read with Companies(Accounts) Rules 2014 are attached herewith in Form AOC — 1 as Annexure-IV.

26. PARTICULARS OF LOANS GUARANTEE OR INVESTMENTS

Loans Guarantees and Investments covered under section 186 of the Companies Act 2013form part of the notes to the financial statement provided in this Annual Report.

27. PARTICULARS OF CONTRACTS OR ARRANGMENTS WITH RELATED PARTIES

The Company has entered into any contract and arrangements with related party andcomplied with the provisions of section 188 of the Companies Act 2013. Details of SuchContracts and Arrangements are enclosed as Annexxure-Vin Form AOC-2.

28. CORPORATE GOVERNANCE CERTIFICATE

The Company believes that the essence of Corporate Governance Lies in the phrase"Your Company". It is "Your" Company because it belongs toyou-"the Shareholders". The Chairperson and Directors are "Your"fiduciaries and trustees. Their objective is to take the business forward in such a waythat it maximizes "Your" long term value. Besides adhering to the prescribedCorporate Governance practices as per SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the company also endeavors to share information with itsstakeholders openly and transparently on matters which have a bearing on its economic andreputational interest. The Corporate Governance Report is a part of this Annual report.

A certificate from Secretarial Auditors of the company regarding the compliance of theconditions of Corporate Governance by the Company as stipulated under Schedule V of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 is also attached tothis Annual Report.

29. BRIEF RESUME

As required under Regulation 36(3) of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the Company provides a brief resume of Mr. Mukesh SharmaWhole Time Director (DIN:00274217) of the company who is re-appointed in the AnnualGeneral Meeting.

30. HUMAN RESOURCES

The Company strongly believes that in a service industry like banking and finance itis only through people and their contributions that most of the objectives like offeringproducts to various customer groups and servicing the poor can be achieved. Your Companybelieves in spreading the risk and financing of Loans Inter Corporate Deposits andFunding of IPO etc. The Management has a healthy relationship with the officers and theEmployee.

31. PARTICULARS OF EMPLOYEES

None of the employees of the Company were in receipt of remuneration in excess oflimits as prescribed under Rule 5 (2) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014.

Disclosures pertaining to remuneration and other details as required under Section197(12) of the Companies Act 2013 read with Rule 5(1) of Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 are mentioned below:

(A) Information as per Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Amendment Rules 2016

1. Remuneration of each Director and Key Managerial Personnel (KMP) along withparticulars of increase in remuneration during the financial year Ratio of remunerationof Directors to the Median Remuneration of employees.

Name of the Director/ and KMP Designation

Remuneration (Rs. in Lac) 2016 -2017

Increase (%)

Ratio of Director's Remuneration to M e d ia n remuneration
Mr. Gopal Bansal Managing Director

10.20

42.86

3.78:1
Mr. Mukesh Sharma Whole Time Director

2.40

0.00

0.89:1
Mr. Manoj Kumar Gupta CFO

9.60

0.00

N.A.
Ms. Richa Sharma Past Company Secretary

1.54

100.00

N.A.
JrCpi Ms. Varsha Bharti New Company Secretary

0.72

0.00

2. Median remuneration of the Company for all its employees is Rs. 269655/- for thefinancial year 2016-2017.

3. The Percentage decrease in median remuneration of employees in the Financial Year:23.73%

4. Number of permanent employees on the rolls of the Company: 11 (As at 31st March2017).

5. Average percentile increase already made in the salaries of employees other than themanagerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in the managerial remuneration.

Managerial Personnel Employees other than Managerial Personnel
Increase in salary Increase in salary
142.86 0.00

6. Affirmation Pursuant to Rule 5(1)(xii) of the Companies (Appointment andRemuneration of Managerial Personnel) Amendment Rules 2016 it is affirmed that theremuneration paid to the Directors Key Managerial Personnel is as per the remunerationpolicy of the Company.

32. SEXUAL HARRASEMENT

During the Financial Year there were no cases filed pursuant to the Sexual Harassmentof Women at Workplace (Prevention Prohibition and Redressal) Act 2013.

33. DIRECTOR'S RESPONSIBILITY STATEMENT

In accordance with Clause (c) of Sub-Section (3) of Section 134 of the Companies Act2013 the Board of Directors of the company informed the members that:

(A) in the preparation of the annual accounts for the financial year ended March 312017 the applicable accounting standards had been followed along with proper explanationrelating to material departures;

(B) 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 at the end of the financial year and ofthe profit and loss of the company for that period;

(C) 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;

(D) the directors had prepared the annual accounts on a going concern basis; and

(E) the directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively .

34. FUND UTILIZATION

The Company came up with an Initial Public Offering (‘IPO' or ‘ISSUE') inJune 2013. The equity shares were listed on the Bombay Stock Exchange Limited (BSE) SMEplatform on June 10 2013. The IPO was floated for 6000000 Equity shares of Rs. 10/-eachat par aggregating to Rs. 600 Lac. Pursuant to the special resolution passed by themembers of the Company on dated September 27 2014 IPO Proceeds will be utilized for theobjects other than those mentioned in the prospectus filed with BSE. IPO funds will beutilized for meeting working capital requirements.

35. PREVENTION OF INSIDER TRADING

The Company has a Code of Conduct for Prevention of Insider Trading with a view toregulate trading in securities by the Directors and certain designated employees of theCompany. The Code requires pre-clearance for dealing in the Company's shares and prohibitsthe purchase or sale of Company shares by the Directors and designated employees while inpossession of unpublished price sensitive information in relation to the Company andduring the period when the trading window is closed. The Board is responsible forimplementation of the Code. All Board Directors and the designated employees haveconfirmed compliance with the Code.

36. PRUDENTIAL NORMS & DIRECTIONS OF RBI FOR NBFCS

Your company has complied with all the requirements prescribed by the Reserve Bank ofIndia and has filed the required returns.

37. DISCLOSURE OF RELATIONSHIP BETWEEN DIRECTOR INTER -SE

None of the Directors are related to each other.

38. CODE OF CONDUCT

The Board of Directors have laid down the Code of Conduct which is applicable tomembers of the Board and all employees in the course of day to day business operations ofthe company. The Code has been placed on the Company's website www.indiafinsec.com. TheCode lays down the standard procedure of business conduct which is expected to be followedby the directors and the designated employees in their business dealings and in particularon matters relating to integrity in the work place in business practices and in dealingwith stakeholders.

All the Board Members and the Senior Management personnel have confirmed compliancewith the Code.

39. BUSINESS RESPONSIBILITY REPORT

Regulation 34(2)(f) of SEBI (LODR) Regulations 2015 requires top 500 listed companiesbased on market capitalization to include business responsibility report. The same is notapplicable on our Company. Therefore no initiative with respect to environmental socialhas been taken.

40. CAUTIONARY NOTE

The statements forming part of the Board's Report may contain certain forward lookingremarks within the meaning of applicable securities laws and regulations. Many factorscould cause the actual results performances or achievements of the Company to bematerially different from any future results performances or achievements that may beexpressed or implied by such forward looking statements.

41. ACKNOWLEDGEMENT

The Board expresses its sincere gratitude to the shareholders bankers and clients fortheir continued support. The Board also wholeheartedly acknowledges with thanks thededicated efforts of all the staff and employees of the Company.

By the Order of the Board
For India Finsec Limited
Sd/- Sd/-
Gopal Bansal Mukesh Sharma
Date: 30.05.2017 Managing Director Whole Time Director
Place: Delhi DIN-01246420 DIN-00274217