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Capfin India Ltd.

BSE: 539198 Sector: Financials
NSE: N.A. ISIN Code: INE960C01013
BSE 15:40 | 24 Jun 4.18 0.19
(4.76%)
OPEN

4.18

HIGH

4.18

LOW

4.18

NSE 05:30 | 01 Jan Capfin India Ltd
OPEN 4.18
PREVIOUS CLOSE 3.99
VOLUME 9500
52-Week high 7.90
52-Week low 2.27
P/E 27.87
Mkt Cap.(Rs cr) 1
Buy Price 4.18
Buy Qty 1236.00
Sell Price 0.00
Sell Qty 0.00
OPEN 4.18
CLOSE 3.99
VOLUME 9500
52-Week high 7.90
52-Week low 2.27
P/E 27.87
Mkt Cap.(Rs cr) 1
Buy Price 4.18
Buy Qty 1236.00
Sell Price 0.00
Sell Qty 0.00

Capfin India Ltd. (CAPFININDIA) - Director Report

Company director report

To

Dear Shareholders

Your directors have the pleasure in presenting their 28thAnnual report ofthe company along with audited financial statements as required under the Ministry ofCorporate Affairs' General Circular 08/2014 No. 1/19/2013-CL-V dated April 4 2014 theFinancial Statements and other reports required to be attached to the Annual Report for FY2019-20 are governed by the relevant provisions schedules rules of the Companies Act2013.

1. FINANCIAL RESULTS

The results of your Company's financial prudence and business excellence for the yearended 31st March 2020 are as follows:

(Rs. In Lacs)

Particulars Financial year ended 31.03.2020 Financial year ended 31.03.2019
Gross Income 16.79 14.87
Profit/(Loss) before Depreciation and Tax 3.79 2.90
Less: Depreciation .46 .46
Profit/(Loss) before Tax 3.33 2.44
Add/Less: Provision for tax including deferre d Tax 0.76 1.43
Profit/(Loss) after Tax 2.57 1.01

2. BUSINESS PERFORMANCE

During the year under review your company has incurred a Profit before depreciationand Income Tax of Rs. 3.33lacs from its operation. After providing depreciation of Rs.0.46 lacs and provisions of Income Tax of Rs0.76Lacs the company's net profit amountstoRs. 2.57Lacs as compared to profit of Rs. 1.01earned previous year. Your Companycontinues to take effective steps in broad-basing its range of activities. The performanceof the Company during the period under review has been satisfactory.

3. DIVIDEND

Keeping in view the future requirements of funds by the Company for its proposed growthand expansion the Board expresses its inability to recommend any dividend from theavailable profit.

4. SHARE CAPITAL

The paid-up Equity Share Capital as on March 31 2020 was Rs. 28647000. During theyear under review the company has not issued any shares or any convertible instruments.

5. AMOUNT TRANSFERRED TO RESERVES

During the year under review the company has transferred profit of Rs 6.27lacs to thereserves of the Company as per the norms of RBI Act 1974.

6. FUTURE OUTLOOK

In the current year your directors are putting up efforts and it is hoped that thecompany will do better in the current year. The outlook for the current year is also verybright and your directors are hopeful of doing a good business during the current year.

7. FIXED DEPOSITS

The Company has not accepted any public deposits during FY 2019-20 within the meaningof Section 73 of the Companies Act 2013 and the rules made there under. As per NBFCGuidelines issued by the Reserve Bank of India the Board of Directors has passed therequired resolution confirming that the Company has neither accepted any public depositsand nor does it intend to do so in the coming year 2020-2021.

8. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

The particulars of loans guarantees and investments covered under the provisions ofSection 186 of the Companies Act 2013 may be taken as nil.

9. MATERIAL CHANGES & COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY

There have been no material changes or any other commitments which may affect thefinancial position of the Company.

10. LISTING OF SHARES

The company declares that its equity share is listed on BSE Ltd. The company has paidthe annual listing fee for the year 2020-2021 to the said exchange.

11. SHARE TRANSFER SYSTEM

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

12. DIRECTORS AND KEY MANAGERIAL PERSONNEL

In Accordance with the provisions of Companies Act 2013 Mrs Rachita Mantry Kabra (DIN:0341391) retires by rotation and being eligible offers herself for reappointment.

12.1 BOARD EVALUATION

Pursuant to the provisions of Companies Act 2013 the Board has carried out annualperformance evaluation of its own performance the directors individually as well theevaluation of the working of its Audit Nomination & Remuneration and Stakeholdercommittee. The manner in which the evaluation has been carried out has been explained inCorporate Governance Report.

12.2 REMUNERATION POLICY

Board has on the recommendation of the Nomination & Remuneration committee framed apolicy for the selection and appointment of Directors Senior Management and theirremuneration. The Remuneration Policy is stated in the Corporate Governance Report.

12.3 DECLARATIONS BY INDEPENDENT DIRECTORS

All Independent Directors have given declarations that they meet the criteria ofindependence as laid down under Section 149(6) of the Companies Act 2013 and Regulation17 of SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015.

12.4 BOARD MEETINGS

During the year Eleven (11) Board meetings were held details of which are given below:

S. No. Date of Board meeting No. of Directors attended meeting
1. 15.04.2019 3
2. 15.05.2019 4
3. 30.05.2019 4
4. 18.06.2019 3
5. 14.08.2019 4
6. 27.08.2019 4
7. 02.09.2019 4
8. 26.09.2019 4
9. 14.11.2019 4
10. 14.02.2020 4
11. 18.03.2020 3

12.5 Detail s of Directors or KMP appointed / resigned during the financial year.

During the year under review Mr. Amit Dhantre has resigned from the directorship andMr.Sanjay Kukreja has been appointed in place of Mr. Amit Dhantre as Independent Directorsubject to the approval of shareholders at the ensuing AGM. Further the Company hasreappointed Mrs. Rachita Mantry Kabra as whole time director of the company for a tenureof 5 years.

13. COMMITTEE OF BOARD

13.1 AUDIT COMMITTEE

The company is having an audit committee comprising of the following directors:

Name Status Category
Amit Dhantre Chairman Independent Director
SaritaMantry Member Non-Executive Director
Ashok Mohta Member Independent Director

13.2 NOMINATION AND REMUNERATION COMMITTEE

The company is having aNomination and Remuneration committee comprising of thefollowing directors:

Name Status Category
Amit Dhantre Chairman Independent Director
SaritaMantry Member Non-Executive Director
Ashok Mohta Member Independent Director

13.3 STAKEHOLDER RELATIONSHIP COMMITTEE

The company is having aStakeholder Relationship committee comprising of the followingdirectors:

Name Status Category
Amit Dhantre Chairman Independent Director
SaritaMantry Member Non-Executive Director
Ashok Mohta Member Independent Director

14. VIGIL MECHANISM / WHISTLE BLOWER POLICY

In order to ensure that the activities of the Company and its employees are conductedin a fair and transparent manner by adoption of highest standards of professionalismhonesty integrity and ethical behaviour the company has adopted a vigil mechanism policy.This policy is explained in corporate governance report and also posted on the website ofcompany.

15. DIRECTORS' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information andexplanations obtained by them your Directors make the following statements in terms ofSection 134(3)(c) of the Companies Act 2013:

a) that in the preparation of the annual financial statements for the year ended March31 2020 the applicable accounting standards have been followed along with properexplanation relating to material departures if any;

b) that such accounting policies as mentioned in Notes to the Financial Statements havebeen selected and applied consistently and judgments and estimates have been made that arereasonable and prudent so as to give a true and fair view of the state of affairs of theCompany as at March 31 2020 and of the profit/loss of the Company for the year ended onthat date.

c) that proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisionsof the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

d) That the annual financial statements have been prepared on a going concern basis;

e) That proper internal financial controls were in place and that the financialcontrols were adequate and were operating effectively.

f) That systems to ensure compliance with the provisions of all applicable laws were inplace and were adequate and operating effectively.

16. COMPANY POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

The company has formulated a remuneration policy which provides the manner of selectionof Board of Directors KMP and their remuneration. In case of appointment of independentdirectorsthe Nomination and Remuneration Committee shall satisfy itself with regard toindependent nature of its directors viz-a-viz the company so as to enable the Board todischarge its performance and duties effectively.

17. RELATED PARTY TRANSACTIONS

There were no contracts or arrangements entered into by the company in accordance withprovisions of section 188 of the Companies Act 2013. All material related partytransactions that were entered into during the financial year were on an arm's lengthbasis and were in the ordinary course of business. There are no materially significantrelated party transactions made by the Company with Promoters Directors Key ManagerialPersonnel or other designated persons which may have a potential conflict with theinterest of the Company at large.

18.IMPACT OF COVID-19 ON BUSINESS

The spread of COVID-19 has severely impacted businesses around the globe. In manycountries including India there has been severe disruption to regular business operationsdue to lockdown disruption in transportation quarantines social distancing and manyother norms. The COVID-19 pandemic is rapidly spreading throughout the world. Companyoffice was is lockdown since March 22 2020. Effective in the middle of the May 2020 asper directives of MHA wherein some relaxations were announced the Company madeoperational its office with 33% capacity taking all the precautions and following all thestandard norms. The company has evaluated its liquidity position and recoverability andcarrying value of its assets and has conducted no material adjustment. However in futuresome adjustment will be required to be made due to COVID-19 pandemic.

19. MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report of your company for the financial yearended on 31st March 2020are as under:

(a) Industry Structure and Development

Your Company is engaged in the financial activities and management expects that thereis huge scope of development and growth in spite of competitive market conditions.

(b) Opportunities and Threats

The Company envisages huge growth in the financial activities sector as indicated inthe current financial year. But increased cost of purchases competitive market conditionsand low margins are the major threats in the financial companies.

(c) Segment - Wise and Product - Wise Performance

The Company operates in single segment. Therefore no Segment - Wise and Product - Wiseperformance is done by the Company.

(d) Outlook

The Company does not foresee and major threat to the growth prospective. Since thecompany is presently engaged in the financial activities there is huge scope of growth inthe industry.

(e) Risk and Concerns

The Company has constituted a committee of Directors to identify monitor and minimizethe risk and also to identify the business opportunities. The Committee is also entrustedthe job of defining the framework for identification assessment monitoring andreporting of the risk and review of risk trends and its potential impact.

(f) Internal Control Systems and it Adequacy

The Company has adequate system of internal control to safeguard and protect from lossunauthorized use or disposition of its assets. All the transactions are properlyauthorized recorded and reported to the Management. The Company is following all theapplicable Accounting Standards for properly maintaining the books of accounts andreporting financial statements. The internal auditor of the company checks and verifiesthe internal control and monitors them in accordance with policy adopted by the company.

(g) Discussion on Financial Performance with respect to Operational Performance

The financial performance during the current financial year in terms of sales has beenon the downfall side. The Company has earned profit of 2.57lacs during the year underreview.

(h) Material Development in Human Resources / Industrial Relations

The Company recognized the significance of human values and ensures that properencouragement is given to the employees of the Company to motivate them. Employee'srelations continued to be cordial throughout the year in the company.

(I) Cautionary Statement

The Statements in the "Management Discussion and Analysis Report" describethe Company's objectives estimates and expectations which may be a forward lookingstatement within the meaning of applicable laws rules and regulations. The actual resultsmay differ from those expressed or implied depending upon the economic conditions andpolicies of the Government.

20. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant material orders passed by the Regulators / Courts which wouldimpact the going concern status of the Company and its future operations.

21. EXTRACT OF ANNUAL RETURN

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

22. ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy technology absorption and foreign exchangeearnings and outgo stipulated under Section 134(3](m] of the Companies Act 2013 read withRule 8 of The Companies (Accounts) Rules 2014 are not applicable.

23. PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197 read with Rule 5 of The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect of employeesof the Company is as follows:

The company has one Executive Director so no sitting fees has been paid to any directorduring the year. The particulars of the employees who are covered by the provisionscontained in Rule 5(2) and rule 5(3) of Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 are requiring particulars of the employees to bedisclosed in the report of Board of Directors are not applicable to the company as none ofthe employees was in receipt of remuneration in excess of 1.20 Crore per year during thefinancial year 2019-20.

24. AUDITORS

24.1 STATUTORY AUDITORS

M/s Adarsh Kumar & Co. Chartered Accountants (ICAI Reh NO : 087559 FRN -013300N]were appointed as statutory auditors of the Company upto the conclusion of 29thAnnual general meeting subject to ratification of their appointment at every annualgeneral meeting to be held after 24th Annual general meeting. They are eligibleto be appointed as the statutory auditors therefore a resolution for the ratification oftheir appointment is recommended for the approval of the shareholders.

The observations made in the auditor's report read together with relevant notes thereonare self-explanatory and hence do not call for any further documents from the Directorsunder section 134(3](f) of the Companies Act 2013.

24.2 SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed CS Deepanshi Jain (COP No. 14826Membership no: 40127) Company Secretaries toundertake the secretarial audit of the company. The Secretarial Audit Report is annexedherewith as 'Annexure-A'.

24.3 INTERNAL AUDITORS

The company has appointed NehaMantryas internal auditor of the company pursuant section138 of the Companies Act 2013 read with Rule 13 of Companies (Accounts) Rules 2014.

25. SUBSIDIARY JOINT VENTURES OR ASSOCIATE COMPANIES

The Company does not have any subsidiary joint venture or associate company

26. DETAIL OF FAMILIARIZATION PROGRAMME OF THE INDEPENDENT DIRECTORS

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

27. NUMBER OF COMPLAINTS RECEIVED AND DISPOSED OFF DURING THE YEAR AS PER THE SEXUALHARRASEMENT OF WORKMEN AT THE WORK PLACE ACT 2013 - PROCTION PROHIBITION AND REDRESSAL

During the year under review the company has not received any complaint as per thesexual Harassments of Workmen at the Work Place Act 2013.

28. DETAIL OF SHARES IN UNCLAIMED SUSPENSE ACCOUNT

The Company has Nil shares in Unclaimed Suspense Account

29. STATEMENT INDIACTING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OFTHE COMPANY

The provisions of Regulation 21 of SEBI (Listing Obligations and DisclosuresRequirements) Regulations 2015 are not applicable to the company. At present the Companyhas not identified any element of risk in the Company.

30. INDICATING THE MANNER IN WHICH FORMAL ANNUAL EVALUATION HAS BEENMADE BY THE BOARDOF ITS OWN PERFORMANCE AND THAT OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS INCLUDINGINDEPENDENT DIRECTORS

The Nomination and Remuneration Committee constituted in compliance with section 178 ofthe Companies Act 2013 read with relevant rules framed there under and Regulation 19 ofSEBI (Listing Obligations and Disclosure Requirements) Regulations2015 has laid down aframework for the evaluation of the performance of the Directors including IndependentDirectors and the Committees of the Board.

31. DISCLOSURE OF RELATIONSHIP BETWEEN THE DIRECTORS

The Directors are not related to each other.

32. CORPORATE GOVERNANCE

A Report on Corporate Governance along with a Certificate from the Auditors of theCompany regarding compliance of the conditions of Corporate Governance pursuant to Clause49 of the listing agreement and Regulation 17 to 27 of SEBI(Listing Obligations andDisclosure Requirements) Regulations 2015 with stock exchanges is annexed as"Annexure-C".

33. SECRETARIAL STANDARDS

The directors state that the applicable secretarial standards i.e. SS-1 and SS-2relating to "Meetings of Board of Directors and General Meetings" respectivelyhave been duly followed by the Company.

34. CORPORATE SOCIAL RESPONSIBILITY

The Company has formulated a CSR Policy pursuant to the provisions of the section 135of the Companies Act 2013 read with rules framed thereunder. At present the provisionsare not applicable to the company. As and when these provisions become applicablenecessary steps will be taken to comply with the same.

35. ACKNOWLEDGEMENTS

The company has been very well supported from all quarters and therefore your directorswish to place on record their sincere appreciation for the support and co-operationreceived from Employees Dealers Suppliers Central and State Governments Bankers andothers associated with the Company.

CAPFIN INDIA LTD

ANNUAL REPORT 2019-2020

Your Directors wish to thank the banks shareholders and business associates for theircontinued support and cooperation. We look forward to receiving the continued patronagefrom all quarters to become a better and stronger company.

For and on behalf of the Board of Directors For Capfin India Limited

29

Rachita Mantry Sarita Mantry
Whole Time Director Director
DIN: 03414391 DIN: 01111382
Place: Delhi
Dated:31.07.2020