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Capital First Ltd.

BSE: 532938 Sector: Financials
NSE: CAPF ISIN Code: INE688I01017
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OPEN 559.00
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VOLUME 39700
52-Week high 902.00
52-Week low 527.40
P/E 18.13
Mkt Cap.(Rs cr) 5,591
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 559.00
CLOSE 557.50
VOLUME 39700
52-Week high 902.00
52-Week low 527.40
P/E 18.13
Mkt Cap.(Rs cr) 5,591
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Capital First Ltd. (CAPF) - Director Report

Company director report

DIRECTORS' REPORT

Dear Members

Your Directors have pleasure in presenting the Thirteenth Annual Report of your Companywith the audited financial statements for the financial

FINANCIAL HIGHLIGHTS

The highlights of the Consolidated and Standalone Financial Statements of the Companyfor the financial years 2017-18 and 2016-17 are as under:

( Rs. in Million)
Particulars Consolidated Standalone
2017-18 2016-17 2017-18 2016-17
Total Income 38120.46 28008.64 36282.52 27268.55
Total Expenditure 33180.80 24433.80 31736.84 23945.70
Profit Before Tax and
exceptional items 4939.66 3574.84 4545.68 3322.85
Exceptional items - - 293.68 -
Profit before tax 4939.66 3574.84 4839.36 3322.85
Provision For Tax 1656.13 1174.30 1569.25 1154.23
Profit after tax from
continuing operations 3283.53 2400.54 3270.11 2168.62
Profit/(Loss) after tax from
Discontinuing operations (9.08) (11.33) - -
Profit for the year 3274.45 2389.21 3270.11 2168.62
Profit/(Loss) brought forward from previous Year 4326.27 2383.66 4304.04 2569.14
Profit available for appropriation 7600.72 4772.87 7574.15 4737.76
Appropriations:
Transfer to Reserve Fund under Section
45-IC of the RBI Act 1934 (654.02) (433.72) (654.02) (433.72)
Transfer to statutory reserve under Section 29C of the National Housing
Bank Act 1987 (22.16) (12.88) - -
Dividend paid for F.Y. 2016-17# (254.09) - (254.09) -
Dividend Tax thereon for F.Y. 2016-17# (51.73) - (51.73) -
Transfer to General Reserve - - - -
Balance carried forward to Balance Sheet 6618.72 4326.27 6614.31 4304.04

# The proposed equity dividend and dividend distribution tax for

FY 2017-18 are not accounted as liabilities in fiscal2018 in accordance with revisedAS-4 ‘Contingencies and events occurring after the Balance Sheet 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. 198.24 billion to Rs. 269.97 billion a growth of 36%.The Retail

Assets under Management has grown from Rs. 183.53 billion to Rs. 252.43 billion agrowth of 38%.

The Consolidated Net worth of the Company increased from Rs. 23.04 billion to Rs. 26.18billion as at March 31 2018. Consolidated Net Interest Income increased by 53% from Rs.13008 million during the financial year ending March 31 2017 to Rs. 19870 millionduring the financial year ending March 31 2018.

The profit after tax was up by 37% from Rs. 2389 million to Rs. 3274 million.

DIVIDEND

Keeping in mind the improved performance of the Company and the outlook for yourCompany your Directors are pleased to recommend a dividend of Rs. 2.80/- (Rupees Two andPaise Eighty only) per share i.e. 28% on each Equity Share having face value of Rs. 10/-(Rupees Ten only) each.

DIVIDEND DISTRIBUTION POLICY

In accordance with the Regulation 43A of Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 ("ListingRegulations") the Company has formulated a Dividend Distribution Policy.

The Policy is hosted on the website of the Company and can be viewed athttps://www.capitalfirst.com/investor/corporate-governance.

CAPITAL ADEQUACY

The Company's capital adequacy ratio was 15.88% as on March 31 2018 which is abovethe threshold limit of 15% as prescribed by the Reserve Bank of India (‘RBI').

SHARE CAPITAL

During the year under review the Company had issued and allotted 1543175 equityshares and subsequent to the year under review 2500 equity shares were allotted to theeligible employee(s) of the Company under various Employee Stock Option Schemes of theCompany. The paid up equity share capital of the Company as on date stands at Rs.989677440/- (Rupees

Ninety Eight Crore Ninety Six Lakhs Seventy Seven Thousand Four Hundred and Forty only)comprising of 98967744 equity shares of Rs. 10/- each.

SUBSIDIARIES

In accordance with the provisions of Section 136 of the Companies Act 2013 the annualreport of the Company the annual financial statements and the related documents of theCompany's subsidiary companies are placed on the website of the Companyhttps://www.capitalfirst.com . Shareholders may download the annual financial statementsand detailed information on subsidiary companies from the

Company's website or may write to the Company for the same.

Further the documents shall be available for inspection by the shareholders at theregistered office of the Company.

The Company has not made any loans or advances in the nature of loans to any of itssubsidiary company or companies in which its directors are deemed to be interested otherthan in the ordinary course of business. The Company has obtained a certificate from itsstatutory auditors that it is in compliance with the provisions of Foreign

Exchange Management Act 1999 with respect to downstream investments made in/by itssubsidiaries and in other companies during the year under review. During the year underreview the subsidiary Company viz. Capital First Home Finance Limited raised fundsthrough issue and allotment of 71428564 Equity Shares of Rs. 10/- each on a rightbasis pursuant to receipt of subscription amount of Rs. 999999896/- (RupeesNinety Nine Crore Ninety Nine Lakhs

Ninety Nine Thousand Eight Hundred and Ninety Six only) issued at a price of Rs. 14/-per Equity Share (face value of Rs. 10/- each and premium of Rs. 4/- per share) to CapitalFirst Limited.

PUBLIC DEPOSITS

The Company being a Non-Deposit Accepting Non-Banking

Finance Company has not accepted any deposits from the public during the year underreview and shall not accept any deposits from the public without obtaining prior approvalof the RBI.

RBI GUIDELINES

As a Systemically Important Non-Deposit taking Non-Banking

Finance Company your Company always aims to operate in compliance with applicable RBIguidelines and regulations and employs its best efforts towards achieving the same.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As required under Regulation 34 of the Listing Regulations and Circulars/Notifications/Directions issued by RBI from time to time the Management Discussion andAnalysis of the financial condition and result of consolidated operations of the Companyfor the year under review is presented in a separate section forming part of the AnnualReport.

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 of Corporate Governance as stipulated under the Listing Regulations also formspart 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 2017-18 based on the market capitalization to becalculated as on March 31 of every financial year.

Since Capital First Limited is one of the top 500 listed companies by way of marketcapitalisation as on March 31 2017 the Company has presented its BRR for the financialyear 2017-18 which is part of this Annual Report. As a green initiative the Company'sBRR 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.

DIRECTORS & KEY MANAGERIAL PERSONNEL

a. Re-appointment

The Board of Directors at their Meeting held on March 29 2017 on recommendation ofNomination & Remuneration Committee had re-appointed Mr. N. C. Singhal (DIN 00004916)Mr. M. S. Sundara Rajan (DIN 00169775) and Mr. Hemang Raja (DIN 00040769) as Non-ExecutiveIndependent Directors of the Company for a term of five years effective from April 012017 to hold office up to March 31 2022 and they shall not be liable to retire byrotation. The aforesaid re-appointment of Independent Directors was approved by themembers in the 12th Annual General Meeting of the Company held on July 052017.

During the financial Dr. (Mrs.) Brinda Jagirdar (DIN 06979864) Non-ExecutiveIndependent Director of the Company who was appointed for a term of three years witheffect from September 24 2014 expired on September 23 2017. The Board of Directors atits Meeting held on August 02 2017 on recommendation of Nomination & RemunerationCommittee had re-appointed Dr. (Mrs.) Brinda Jagirdar as Non-Executive IndependentDirector of the Company for a term of five years with effect from September 24 2017 tohold office up to September 23 2022 and she shall not be liable to retire by rotation.The aforesaid re-appointment of Dr. (Mrs.) Brinda Jagirdar as Non-Executive IndependentDirector was approved by members through Postal Ballot results on September 07 2017.disclosures received from Further during the financialyear 2017-18 Mr. Dinesh Kanabar(DIN 00003252) Non-Executive Independent Director of the Company who was appointed for aterm of three years with effect from January 06 2015 expired on January 05 2018. TheBoard of Directors at its Meeting held on October 31 2017 on recommendation of Nomination& Remuneration Committee had re-appointed Mr. Dinesh Kanabar as Non-ExecutiveIndependent Director of the Company for a term of five years with effect from January 062018 to hold office up to January 05 2023 and he shall not be liable to retire byrotation. The aforesaid re-appointment of Mr. Dinesh Kanabar as Non-Executive IndependentDirector was approved by members through Postal Ballot results on January 21 2018.

Further subsequent to the year under review the Board of Directors at their Meetingheld on April 03 2018 on recommendation of Nomination & Remuneration Committee hadre-appointed Mr. Apul Nayyar (DIN 01738973) and Mr. Nihal Desai (DIN 03288923) asExecutive Directors who shall act as Whole Time Directors and Key Managerial Personnels ofthe Company for a term of one year with effect from April 04 2018 to hold office up toApril 03 2019. The aforesaid re-appointment of Mr. Apul Nayyar and Mr. Nihal Desaishall be subject to the approval of members in the 13th Annual General Meetingof the Company. The Board recommends re-appointment of Mr. Apul Nayyar and Mr. Nihal Desaias Executive Directors who shall act as Whole Time Directors and Key Managerial Personnelsof the Company.

The details of the aforesaid Directors forms part of this Report as Annexure 1. b.Retire by Rotation

In accordance with Section 152 and other applicable provisions of Companies Act 2013Mr. Narendra Ostawal (DIN 06530414) 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

the Based on the confirmation/

Directors and on evaluation of the relationships disclosed the following Non-ExecutiveDirectors are Independent in terms of Section 149(6) of the Companies Act 2013 and therequirements 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 2017-18 viz. on May 10 2017 July 052017 August 02 2017 October 31 2017 December 18 2017 January 13 2018 and January24 2018. 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 compositions and meetingsheld during the financial year are provided in the "Report on CorporateGovernance" 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 beenformulated including criteria for determining qualifications positive attributesIndependence of a Director 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; and

Ability to encourage and motivate the Management for continued performance and success.

The evaluation involves Self-Evaluation by the Board members 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 wascarried out by Nomination and Remuneration Committee and Independent

Director at their respective meetings held for the purpose. The Board of Directors attheir Meeting held on May 04 2018 on recommendation of Nomination & Remuneration

Committee had approved the payment of remuneration of Rs. 2.80 Crore (Rupees Two Croreand Eighty Lakhs Only) per annum payable to Mr. Apul Nayyar (DIN 01738973) and Mr. NihalDesai (DIN 03288923) respectively pursuant to the proposed re-appointment and also bonusof Rs. 1.80 Crore (Rupees One Crore and Eighty Lakhs Only) for the financialyear 2017-18which shall be payable in financialyear 2018-19 to them respectively subject to theapproval of members in the 13th Annual General Meeting of the Company.

Further subsequent to the year under review the Board of Directors at their Meetingheld on May 04 2018 on recommendation of Nomination & Remuneration Committee had alsoapproved increase in remuneration of Mr. V. Vaidyanathan (DIN 00082596) Chairman &Managing Director by 10% consisting of Salary of Rs. 5.50 Crore (Rupees Five Crore andFifty Lakhs Only) per annum effective from April 01 2018 and approved bonus of Rs. 2.80Crore (Rupees Two Crore and Eighty Lakhs Only) per annum being effective for the financialfinancial year 2018 of his tenure.

The aforesaid revision in remuneration and bonus payable to

Mr. V. Vaidyanathan shall be subject to the approval of members in the 13th AnnualGeneral Meeting of the Company.

The details of the aforesaid Directors forms part of this Report as Annexure 1.

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

(b) the Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe profit and loss of the company for that period; (c) the Directors have taken properand sufficient care for the maintenance of adequate accounting records in accordance withthe provisions of this Act for safeguarding the assets of the company and for preventingand detecting fraud and other irregularities;

(d) the Directors have prepared the annual accounts on a going concern basis;

(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 with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Board of Directors at its meeting held on May 08 2014 had constituted CorporateSocial Responsibility (CSR) Committee in accordance with Section 135 of Companies Act2013 read with rules formulated therein. The Company had carried out its CSR activities/programs on the recommendation of the CSR Committee and duly approved by the Board ofDirectors and in accordance with the policy on CSR as per the identified core areas.

The Company chooses its CSR programs among many options in the CSR Committee and theBoard Meeting(s) and does not get persuaded by any external influences other than thoseshort listed in the best of spirit and which can add the social value in the pragmatic andidealistic sense.

The details of contents of CSR Policy of the Company and the details about thedevelopment of CSR Policy and initiatives taken by the Company on CSR during the financialbeen appended as Annexure 3 to this Report.

RISK MANAGEMENT POLICY AND INTERNAL CONTROL

The Company has adopted a Risk Management Policy duly approved by the Board ofDirectors and also has in place a mechanism to identify assess monitor and mitigatevarious risks to key business objectives. Major risks identified by the businesses andfunctions are systematically addressed through mitigating actions on a continuing basis.These are discussed at the meetings of the Risk Management Committee Audit Committee andthe Board of Directors of the Company. The Company's internal control systems arecommensurate with the nature of its business and the size and complexity.

The detailed note on Risk Management and Internal Controls forms part of ManagementDiscussion and Analysis Report.

CREDIT RATING

During the year Brickwork Ratings India Private Limited term rating of "BWRAAA" (Triple (Brickwork) A) of your Company. Instruments with this rating areconsidered to have the highest degree of safety regarding timely servicing of financialobligations. Such instruments carry lowest credit risk. During the year CARE RatingsLimited (CARE) reaffirmed the long term rating of "AA+" (Double A Plus) of yourCompany.

Instruments with this rating are considered to have high degree of safety regardingtimely servicing of financial obligations. Such instruments carry very low credit risk.

Long-term Bank Loan Facilities: During the year Brickwork reaffirmed a rating of"BWR AAA" (Triple A) and the Company's rating of "CARE AA+" (Double APlus) by CARE was reaffirmed. Secured Redeemable Non-Convertible Debentures (NCDs): Duringthe year Brickwork reaffirmed the rating of "BWR AAA" (Triple A) and the ratingof "CARE AA+" (Double A Plus) was reaffirmed by CARE.

Subordinated Non-Convertible Debentures (NCDs): During the year Brickwork reaffirmedthe rating of "BWR AAA" (Triple A) and CARE reaffirmed the rating of "CAREAA+" (Double A Plus). Perpetual Non-Convertible Debentures (NCDs): During the yearBrickwork reaffirmed the rating of "BWR AA+" (Double A Plus) and CARE reaffirmedthe "CARE AA" (Double A) rating. Short-term borrowing program: During the yearunder review CARE reaffirmed the "CARE A1+" (A One Plus) rating for the shortterm borrowing program. The rating is the highest rating issued by CARE for short-termdebt instruments and indicates strong year have capacity for timely payment of short termdebt obligations and further indicates that the borrowing carries the lowest credit risk.During the year under review ICRA Limited (ICRA) assigned the rating of "A1+"(A One Plus) for the short term borrowing program. The rating is the highest rating issuedby ICRA for short-term debt instruments and indicates strong capacity for timely paymentof short term debt obligations and further indicates that the borrowing carries the lowestcredit risk.

CONSOLIDATED FINANCIAL STATEMENTS

The Audited Consolidated Financial Statements are provided in this Annual Report whichhave been prepared in accordance with relevant Accounting Standards issued by theInstitute of

Chartered Accountants of India (ICAI).

STATUTORY AUDITORS AND THEIR REPORT

The term of M/s. S. R. Batliboi & Co. LLP Chartered Accountants having ICAI FirmRegistration No. 301003E/ E300005 who were appointed as Statutory Auditors of your Companyat the Ninth

Annual General Meeting (AGM) held on June 18 2014 expired at conclusion of TwelfthAnnual General Meeting held on July 05 2017.

Accordingly the members of the company at Twelfth Annual

General Meeting of the Company held on July 05 2017 appointed M/s. B S R & Co.LLP Chartered Accountants bearing Firm Registration No. 101248W/ W-100022 as theStatutory Auditors of the Company for a term of five years from conclusion of TwelfthAnnual General Meeting till conclusion of Seventeenth Annual General Meeting in accordancewith the applicable provisions of the Companies Act 2013 read with the Rules madethereunder and the Listing Regulations and applicable law. As per the provisions ofSection 139 of the Companies Act 2013 the appointment of Statutory Auditors is requiredto be ratified by members at every Annual General Meeting.

The Company has received the certificate(s) of eligibility in accordance with Section139 Section 141 and other applicable provisions of the Companies Act 2013 and rules madethereunder from M/s. B S R & Co. LLP Chartered Accountants. Accordingly theappointment of M/s. B S R & Co. LLP as Statutory Auditor of the Company is placed forratification shareholders.

The Statutory Auditor's Report on financialstatements for the financialyear 2017-18does not contain any qualification reservation or adverse remark.

SECRETARIAL AUDITORS AND THEIR REPORT

Pursuant to the provisions of Section 204 of the Companies Act 2013 and rules madethereunder the Company had appointed M/s. Makarand M. Joshi & Co. Practicing CompanySecretaries to undertake the Secretarial Audit of the Company for the financialfinancialyear2017-18.TheSecretarialAuditReportfor year 2017-18 has been appended as Annexure5 to this Report.

The Secretarial Auditor's Report does not contain any qualification reservation oradverse remark.

The Board of the Directors at their Meeting held on May 04 2018 have re-appointed M/s.Makarand M. Joshi & Co. Practicing Company Secretaries to undertake the SecretarialAudit of the Companyforthefinancial

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

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

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

During and subsequent to the year under review the contracts or arrangements withrelated parties have been on arm's length and in ordinary course of business and they werenot material in nature. Accordingly the particulars of the transactions as prescribed inForm AOC - 2 of the rules prescribed under Chapter

IX relating to Accounts of Companies under the Companies Act

2013 are not required to be disclosed as they are not applicable.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in

Form MGT 9 is annexed herewith as Annexure 2 to this Directors' Report.

VIGIL MECHANISM

Your Company has established a ‘Whistle Blower Policy and Vigil Mechanism' forDirectors and employees to report to the appropriate authorities concerns about unethicalbehavior actual or suspected fraud or violation of the Company's code of conduct policyand provides safeguards against victimization of employees who avail the mechanism andalso provide for directbythe access to the Chairman of the Audit Committee. The saidpolicy has been uploaded on the website of the Company.

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

Pursuant to the requirements of Section 22 of Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 read with rules made thereunder theCompany did not receive any complaint of sexual harassment during the year under review.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There have been no material changes and commitments affecting the financial positionof the Company which have occurred between the end of the financial year of the Company towhich the financial statements relate and the date of the report.

COMPOSITE SCHEME OF AMALGAMATION

During the year under review the Board of Directors of the Company at its meeting heldon January 13 2018 has approved a composite scheme of amalgamation in terms of Sections230-232 of Companies Act 2013 of Capital First Limited Capital First Home FinanceLimited and Capital First Securities Limited (together the "AmalgamatingCompanies") with IDFC Bank Limited ("Amalgamated Company"). The CompetitionCommission of India has at its meeting held on March 07 2018 considered the proposedcombination and approved the same under subsection (1) of Section 31 of the CompetitionAct 2002. The National Housing Bank vide its letter dated February 16 2018 hasintimated their no objection to the aforesaid amalgamation subject to compliance with theapplicable provisions of relevant Acts Rules Regulations etc. in the matter. BSELimited ("BSE") has vide its letter dated March 14 2018 given its priorapproval for the aforesaid amalgamation with respect to the Amalgamated

Company's trading membership in the Currency Derivative Segment of BSE. National StockExchange of India Limited ("NSE") has vide its letter dated March 26 2018given its prior approval for the aforesaid amalgamation with respect to the

Amalgamated Company's trading membership in the Currency Derivative Segment of NSE. Thesaid scheme remains subject to the receipt of approval from the Reserve Bank of India andother statutory and regulatory approvals including the approvals of the relevant stockexchanges Securities and Exchange Board of India the National Company Law Tribunal andthe respective shareholders and creditors of the Amalgamating Companies and theAmalgamated Company.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE

The Competition Commission of India has at its meeting held on March 07 2018considered the proposed amalgamation of Capital First Limited Capital First Home FinanceLimited and Capital First Securities Limited with IDFC Bank Limited ("AmalgamatedCompany") and passed an order to approve the same under sub-section (1) of Section 31of the Competition Act 2002. Additionally the National Housing Bank (vide its letterdated February 16 2018) has intimated its no-objection to the aforesaid amalgamationsubject to compliance with the applicable provisions of law in the matter. BSE Limited("BSE") has (vide its letter dated March 14 2018) given its prior approval forthe aforesaid amalgamation with respect to the Amalgamated

Company's trading membership in the Currency Derivative Segment of BSE. National StockExchange of India Limited ("NSE") has (vide its letter dated March 26 2018)given its prior approval for the aforesaid amalgamation with respect to the

Amalgamated Company's trading membership in the Currency Derivative Segment of NSE.Other approvals and formalities in respect of the aforesaid amalgamation are underprocess.

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

The requirements of disclosure with regard to Conservation of

Energy in terms of Section 134 of the Companies Act 2013 read with the Companies(Accounts) Rules 2014 are not applicable to the Company since it doesn't own anymanufacturing facility. However the Company makes all efforts towards conservation ofenergy protection of environment and ensuring safety.

The details of the earnings and outgoing Foreign Exchange during the year under revieware provided in Note No. 36 to the Standalone Financial Statements as at March 31 2018.The

Members are requested to refer to the said Note for details in this regard.

PARTICULARS OF EMPLOYEES EMPLOYEES STOCK OPTION SCHEME (ESOS) AND EMPLOYEES STOCKPURCHASE SCHEME

(ESPS)

The details in terms of Section 197 of the Companies Act 2013 read with Rule 5(1) ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 areforming part of this report as Annexure 4. The statement containing particulars ofemployees as required under Section

197(12) of the Companies Act 2013 read with Rule 5(2) of the Companies (Appointmentand Remuneration of Managerial

Personnel) Rules 2014 may be obtained by the members by writing to the CompanySecretary of your Company. The Stock Options have been granted to the employees undervarious CFL - Employees Stock Option Schemes. The said schemes are in compliance with theSecurities and

Exchange Board of India (Share Based Employee Regulations 2014 as amended from time totime (SEBI Regulations). The details and disclosures with respect to ESOS/ ESPS asrequired under SEBI Regulations are provided on the website of the Company and web linkfor the same is http://www.capitalfirst.com/investor/corporate-governance.

ACHIEVEMENTS

Your Company and Chairman & Managing Director won several award/ achieved rankings.Select few awards/ rankings are enumerated hereunder:

- Mr. Vaidyanathan received ‘Entrepreneur of The Year - Financial ServicesIndustry' in Asia Pacific Entrepreneur Award 2017. He also received ‘DigitalistAward' in Mint SAP Award.

- Capital First received ‘Outstanding Contribution To Financial Inclusion India'in Capital Finance International Award - 2017.

- Capital First received ‘Best BFSI Brand Award 2018' recognition in The EconomicTimes Best BFSI Brand Awards 2018.

- Capital First received ‘Financial Services Company of the Year 2018' in VCCircle Awards 2018.

ACKNOWLEDGEMENT

We are grateful to the Government of India the Reserve Bank of India the Securitiesand Exchange Board of India the Stock

Exchanges Insurance Regulatory and Development Authority of

India National Housing Bank and other regulatory authorities for their valuableguidance and support and wish to express our sincere appreciation for their continuedco-operation and assistance. We look forward to their continued support in future.

We wish to thank our bankers investors rating agencies debenture trustees customersand all other business associates for their support and trust reposed in us.

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

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

On behalf of the Board of Directors
V. Vaidyanathan
Place: Mumbai Chairman & Managing Director
Date: May 04 2018 DIN: 00082596