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India Finsec Ltd.

BSE: 535667 Sector: Financials
NSE: N.A. ISIN Code: INE474O01010
BSE 00:00 | 26 Nov 15.65 -0.80
(-4.86%)
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NSE 05:30 | 01 Jan India Finsec Ltd
OPEN 16.45
PREVIOUS CLOSE 16.45
VOLUME 245
52-Week high 17.85
52-Week low 6.87
P/E 65.21
Mkt Cap.(Rs cr) 39
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 16.45
CLOSE 16.45
VOLUME 245
52-Week high 17.85
52-Week low 6.87
P/E 65.21
Mkt Cap.(Rs cr) 39
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 Fifth Annual Report of theCompany with the Audited Financial Statements (Standalone & Consolidated) and theAuditor's Report of your Company for the financial year ended 31st March2019.

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 funding against shares and securities and Long against Property (LAP) to theindividuals and Body Corporate.

Your Company posted Total income and Net Profit of Rs. 36824329/- and Rs.1648640/- respectively as on March 31 2019 as against Rs. 58874302/- and Rs.12266830 respectively in the previous year.

Your Company has been able to achieve substantial market share steady price for itsproducts by taking up newer challenges.

STATEMENT OF AFFAIRS

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

FINANCIAL RESULTS

Particulars Financial year ended (in Rs.)

Standalone

Consolidated

March 31 2019 March 31 2018 March 31 2019 March 31 2018
Total Income 36824329.00 58874302.00 108075200.00 70510213.00
Total Expenditure 34587740.00 42409334.00 78846170.00 53757441.00
Profit/(Loss) before tax 2236950.00 16464968.00 29229030.00 16752772.00
Profit/(Loss) after tax 1648640.00 12266830.00 22087810.00 12380913.00
Paid- up Share Capital 249417150.00 249417150.00 249417150.00 249417150.00
Reserves and Surplus 199225226.00 197278982.00 216138348.00 203740143.00

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. BUSINESS RESPONSIBILITY REPORT

As per Regulation 34(2)(f) of the SEBI (LODR) Regulations 2015 top five hundred (500)listed entities based on market capitalization shall contain the Business ResponsibilityReport in their Annual Report. As the Company does not fall under top 500 listed Companiesbased on market capitalization therefore this regulation is not applicable to theCompany.

5. DIVIDEND

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

6. TRANSFER TO RESERVES

In terms of Section 45-IC of the RBI Act 1934 the Company registered as NBFC with RBIis required to transfer at least 20% of its Profit after tax to a Reserve Fund beforedividend is declared. As at the year end an amount of Rs. 329728 has transferred to theReserve Fund.

7. 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.

8. MATERIAL CHANGES AND COMMITMENTS

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

9. 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 year 2018-19.The details in respect of internal financial control and their adequacy are included inthe Management Discussion & Analysis which forms part of this report.

10. 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.

11. AUDITORS STATUTORY AUDITOR

M/s V. N. Purohit & Co. Chartered Accountants was appointed as the StatutoryAuditors of the Company to hold office for a period of 4 years i.e. from the conclusion ofthe 24th Annual General Meeting of the Company held on 29thSeptember 2018 till the conclusion of the 28th AGM to be held in the year2022.

Pursuant to the Notification issued by the Ministry of Corporate Affairs on 7th May2018 amending section 139 of the Companies Act 2013 the mandatory requirement forratification of appointment of Auditors by the Members at every AGM has been omitted andhence your Company has not proposed ratification of appointment of M/s V. N. Purohit &Co. Chartered Accountants at the forthcoming AGM.

The Auditors' Report is unmodified i.e. it does not contain any qualificationreservation or adverse remark or disclaimer.

Auditor's Report

The Auditor's Report for financial year ended 2019 does not contain any qualificationreservation or adverse remarks.

All Observations made in the Independent Auditors' Report and Notes forming part of theFinancial Statements are self explanatory and do not call for any further comments andalso there is no incident of fraud requiring reporting by the auditors under section143(12) of the Companies Act 2013 during the year. The Auditor's report is enclosed withthe 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 Secretary toundertake the secretarial audit of the Company for the Financial Year 2018-2019.

Secretarial Audit Report

The Secretarial Audit Report for the financial year ended March 31 2019 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. (Annexure-I)

Secretarial Audit Report

The Secretarial Audit Report of IFL Housing Finance Limited subsidiary of India FinsecLimited for the financial year ended March 31 2019 does not contain any qualificationreservation or adverse remark. A copy of Secretarial Audit Report as provided by CompanySecretary in Practice has been annexed with the Report. (Annexure-II)

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 2019. The Internal audit iscarried out quarterly basis and the report is placed in the Audit Committee Meeting andBoard Meeting for their consideration and direction. The Report do not contain anyqualification observation reservation adverse remark or disclaimer.

COST AUDITOR

The Company has not appointed the Cost Auditor as pursuant to Section 148 of theCompanies Act 2013 read with the Companies (Cost Records and Audit) Amendment Rules2014 the cost audit is not applicable to the Company.

12. SHARE CAPITAL

As on 31st March 2019 the Authorised share capital of the Company was Rs.300000000 and the paid up equity share capital was Rs. 249417150/-. During the yearunder review:

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.

13. LISTING FEES

The Company has paid the Annual Listing Fees to the Bombay Stock Exchange Limited (BSE)for the financial year 2019-20.

14. 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-III' has beenenclosed with the Board's Report.

As required under Section 134(3)(a) of the Companies Act 2013 the extract of annualreturn shall be uploaded on the website of the Company www.indiafinsec.com.

15. 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.

16. POLICIES

There has been no change in the following policies during the financial year 2018-19:

• 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/

17. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED

During the financial year 2018-19 no significant and material orders passed by theregulators or courts or tribunals impacting the going concern status and company'soperations in future.

18. 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 (including2018-2019) our company has not reached this limit.

19. 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 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 has been no change in the composition of the board of directors of the Company.Mr. Mukesh Sharma retires by rotation and being eligible has offered himself forre-appointment.

B. CHIEF FINANCIAL OFFICER

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

C. COMPANY SECRETARY & COMPLIANCE OFFICER

There is no appointment resignation or any other changes in the position of theCompany Secretary and Compliance Officer of the Company.

20. REMUNERATION OF KEY MANANGERIAL PERSONNEL

Mr. Gopal Bansal (Managing Director) the Key Managerial Personnel of the Company hasbeen paid Gross monthly remuneration of Rs. 100000 from 01st April 2018 to30th September 2018 and Rs.200000/- (Rupees Two Lakhs Only) w.e.f. 01stOctober 2019 subject to the increment as decided by the Board of Directors of the Companyfrom time to time on the basis 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. Varsha Bharti (Company Secretary) the Key Managerial Personnel of the company benot any paid Gross monthly remuneration from the Company.

21. 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.

22. 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.

23. NUMBER OF MEETINGS OF THE BOARD

The Board of Directors duly met 14 (Fourteen) 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.The details of Board meetings and the attendance of Directors in such meetings are givenin the Corporate Governance Report forming part of this Annual Report.

24. 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 inter-alia include overseeing financial reporting process reviewing thefinancial statements and recommending appointment of Auditors. All the recommendationsmade by Audit Committee were accepted. The details of the Audit Committee and theattendance of its members are provided in the Corporate Governance Report.

During the year 6 (Six) 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. Mukesh Sharma (Non-Executive Director). The details of theNomination and Remuneration Committee Committee and the attendance of its members areprovided in the Corporate Governance Report.

During the year 1 (One) Nomination and Remuneration Meetings were held.

Nomination and Remuneration Policy

The policy of the Company on Directors' Appointment and Remuneration includingcriteria for determining qualifications positive attributes independence of a directorand other matters provided under Sub-section(3) of Section 178 of the Companies Act 2013is placed on the website of the Company i.e. www.indiafinsec.com and the details ofNomination and Remuneration Policy are covered in the Corporate Governance Report. It ishereby affirmed that the remuneration paid is as per Remuneration Policy of the Company.The Nomination & Remuneration Policy is attached with this report as an AnnexureIV.

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). The details of theStakeholders Relationship Committee and the attendance of its members are provided in theCorporate Governance Report.

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

Details of establishment of Vigil Mechanism/Whistle Blower Policy for Directors 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). The details of the RiskManagement Committee and the attendance of its members are provided in the CorporateGovernance Report.

During the year 1 (One) Risk Management Committee Meetings were held.

RISK MANAGEMENT POLICY

In accordance with Regulation 17(9) of the SEBI(LODR) Regulations 2015 and Section134(3) of the Companies Act 2013 the board members were informed that the Company has arobust Risk Management framework to identify measure and mitigate business risks andopportunities. This framework seeks to create transparency minimise adverse impact on thebusiness objective and enhance the Company's competitive advantage. This risk frameworkthus helps in managing market credit and operations risks and quantifies exposure andpotential impact at a Company level.

25. DETAILS OF SUBSIDIARY/JOINT VENTURE/ ASSOCIATE COMPANIES

During the year under review we have one subsidiary company i.e. "IFL HousingFinance Limited". In accordance with Section 129(3) we have prepared the consolidatedfinancial statements of the Company which forms part of this Annual Report.

During the year investment of Rs. 394950000/- was made in a subsidiary i.e. IFLHousing Finance Limited. Further IFL Housing Finance Limited reported revenue of Rs.73152361/- and profit after tax of Rs. 20439169 as compared to revenue of Rs.3689191/- and incurred a loss of Rs. 344069 in the last year.

Furthermore IFL Enterprises Limited ceases to be an associate company in the financialyear 2018-19.

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

The performance and financial position of "IFL Housing Finance Limited"(Subsidiary) for the financial year 2018-2019 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-V.

27. 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.

28. 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 and the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015. Details of SuchContracts and Arrangements are enclosed as Annexure-VI in Form AOC-2.

The policy on Related Party Transactions is displayed on the website of the Company andthe web link is http://www.indiafinsec.com/investors-info/.

29. 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 to you"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.

30. 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 SharmaNon-Executive Director (DIN:00274217) of the company who is re-appointed in the AnnualGeneral Meeting. The nature of his expertise in specific functional areas names of thecompanies in which he has held directorships his shareholding etc. are furnished in theannexure to notice of the ensuing AGM.

31. 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 theEmployees.

32. 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) 2018-2019 Increase (%) Ratio of Director's Remuneration to Median remuneration including Ratio of Director's Remuneration to Median remuneration excluding
Managing Director Managing Director
Mr. Gopal Bansal Managing Director 24.00 100.00 3.82:1 3.91:1
Mr. Mukesh Sharma* Director 0.90 0.00 0.29:1 0.29:1
Mr. Manoj Kumar Gupta CFO 9.60 0.00 3.06:1 3.13:1
Ms. Varsha Bharti Company Secretary 0.00 0.00 - -

2. Median remuneration of employees of the Company including Managing Director are Rs.332960/- and Rs. 313935 and median remuneration employees excluding Managing Directorare Rs. 300000 and Rs. 306968 for the financial year 2018-19 and 2017-2018respectively.

3. The Percentage increase in median remuneration of employees (including ManagingDirector) is 6.06% and percentage decrease in median remuneration of employees (excludingManaging Director) is 2.27 % in the Financial Year.

4. Number of permanent employees on the rolls of the Company: 14 (As at 31st March2019).

5. 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.

(B) Statement of particulars of employees pursuant to Rule5((2) Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014 N.A.

(C) Statement of particulars of employees pursuant to Rule 5 (3) Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014- N.A.

32. PREVENTION OF SEXUAL HARRASEMENT OF WOMEN AT WORKPLACE

The Company has a Policy on Prevention of Sexual Harassment of Women at Workplace andhas complied with the provisions relating to the constitution of Internal ComplaintsCommittee under the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013. No case was reported during the year under review.

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 312019 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;

(E) the directors have laid down internal financial controls which are adequate andoperating effectively; and

(F) 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. 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.

35. 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.

36. DISCLOSURE OF RELATIONSHIP BETWEEN DIRECTOR INTER SE

None of the Directors are related to each other.

37. 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.

38. 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.

39. SECRETARIAL STANDARDS

The Company complies with all applicable secretarial standards.

40. 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
Gopal Bansal Mukesh Sharma
Date: 30.05.2019 Managing Director Director
Place: Delhi DIN-01246420 DIN-00274217

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