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Indostar Capital Finance Ltd.

BSE: 541336 Sector: Financials
NSE: INDOSTAR ISIN Code: INE896L01010
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VOLUME 3585
52-Week high 442.85
52-Week low 177.00
P/E 7.32
Mkt Cap.(Rs cr) 1,661
Buy Price 178.20
Buy Qty 30.00
Sell Price 180.00
Sell Qty 49.00
OPEN 183.00
CLOSE 180.50
VOLUME 3585
52-Week high 442.85
52-Week low 177.00
P/E 7.32
Mkt Cap.(Rs cr) 1,661
Buy Price 178.20
Buy Qty 30.00
Sell Price 180.00
Sell Qty 49.00

Indostar Capital Finance Ltd. (INDOSTAR) - Director Report

Company director report

Dear Members

Your Directors take pleasure in presenting the 8th Annual Report on theaffairs of your Company together with the Annual Audited Financial Statements for theFinancial Year ended March 31 2017.

Financial Highlights

The highlights of the Financial Statements of the Company for theFinancial Year 2016 - 17 and Financial Year 2015 - 16 are as under:

` in crore

Particulars

As at March 31 2017

As at March 31 2016

Total Income

715.54

641.38

Total Expenditure

395.12

349.08

Profit before Tax

320.42

292.30

Less: Provision for taxation
- Current Tax

117.45

103.07

- Deferred Tax Asset

(6.06)

(1.79)

Net Profit after Tax

209.03

191.02

Transfer to Reserve Fund U/s 45-IC of the Reserve Bank of India Act 1934

41.81

38.20

Balance brought forward from previous period

469.23

316.42

Balance carried to Balance Sheet

636.46

469.23

Earnings per share (Face Value ` 10)
Basic (`)

28.45

26.66

Diluted (`)

26.09

26.33

Financial Performance

During the year under review the Gross Income of the Company was `715.54 Crore and the Profit after Tax was ` 209.03 Crore (Previous Year: ` 641.38 Croreand ` 191.02 Crore respectively). The Company's Net Worth as on March 31 2017 was `1900.42 Crore (Previous Year: ` 1541.22 Crore).

A provision of ` 20.71 Crore (Previous Year: ` 17.16 Crore) at the rateof 0.40% of outstanding standard assets was made as on March 31 2017 which is in excessof 0.35% as required pursuant to the Reserve Bank of India (RBI) requirement in thisregard and an amount of ` 41.81 Crore (Previous Year: ` 38.20 Crore) is transferred toSpecial Reserve Fund pursuant to the requirement of Section 45-IC of the RBI Act 1934.

Your Company has continued to maintain good asset quality with a netNPA of 1.2% in spite of a difficult macro-economic environment.

No material changes and commitments affecting the financial positionof the Company have occurred between the Financial Year ended March 31 2017 and date ofthis Director's Report.

In terms of Section 129 of the Companies Act 2013 your Company has preparedConsolidated Financial Statements of the Company and its wholly-owned subsidiarycompanies IndoStar Asset Advisory Private Limited (IAAPL) and IndoStar Home FinancePrivate Limited (IHFPL). The Consolidated Financial Statements along with statementcontaining the salient features of the Financial Statements of IAAPL and IHFPL in theprescribed Form AoC – 1 forms part of this Annual Report. The Consolidated FinancialStatements of the Company shall be laid before the ensuing 8th Annual General Meeting ofthe Company along with the Standalone Financial Statements of the Company.

The Annual Audited Financial Statements of IAAPL and IHFPL are available on the websiteof the Company and shall be provided to the Members upon request.

Dividend

Your Directors consider it prudent to conserve the resources of the Company for itsgrowth and despite having sufficient distributable profits do not recommend any dividendon equity shares for the Financial Year under review.

State of Affairs of the Company

The operating and financial performance of your Company has beencovered in the Management Discussion and Analysis Report which forms part of this AnnualReport.

During the year under review there has been no change in the nature ofbusiness of the Company.

Management Discussion and Analysis Report

The Management Discussion and Analysis Report for the year under reviewis presented in a separate section forming part of this Annual Report.

Share Capital

During the year under review the Company increased its AuthorisedShare Capital from ` 80 Crore divided into 8 Crore equity shares of face value of ` 10/-each to ` 90 Crore divided into 9 Crore equity shares of face value of ` 10/- each.

During the year under review the Company issued and allotted 4070equity shares on exercise of stock options granted to employees of the Company underIndoStar ESoP Plan 2012.

Further during the year under review in order to mobilize funds forfunding current and future activities and / or growth plans of the Company and generalcorporate purposes the Company issued and allotted 5003300 equity shares to residentindividuals and non-resident entities on preferential allotment basis.

Subsequent to the year under review the Company issued and allotted317460 equity shares on preferential allotment basis to Mr. R. Sridhar ExecutiveVice-Chairman and Chief Executive officer of the Company.

Pursuant to the aforesaid allotments the issued subscribed andpaid-up share capital of the Company stands increased to ` 786792590/- (78679259equity shares of Face Value

` 10/- each).

Subsidiary Companies and their Financial Performance

IndoStar Asset Advisory Private Limited (IAAPL)

IAAPL is engaged in the business of providing asset advisory servicesfor debt funds. IAAPL acts as an Investment Manager to IndoStar Credit Fund("Fund") a Category II Alternative Investment Fund registered with theSecurities and Exchange Board of India with a corpus of ` 203 Crore.

During the year under review the gross income of IAAPL was

` 3.72 Crore and the Profit After Tax was ` 1.33 Crore (Previous Year:` 2.51 Crore and ` 0.52 Crore respectively).

IndoStar Home Finance Private Limited (IHFPL)

IHFPLwasincorporatedbytheCompanyinFinancialYear2015-16 with a view toengage in the business of housing finance.

During the year under review IHFPL was granted Certificate ofRegistration by the National Housing Bank to commence business as a housing financeinstitution.

During the year under review IHFPL had not commenced its businessoperations and hence your Directors are not commenting on its performance and contributionto the overall performance of the Company as required in terms of Section 134(3)(q) readwith Rule 8(1) of the Companies (Accounts) Rules 2014.

During the year under review there has been no change in the nature ofbusiness of the Subsidiary Companies.

Directors and Key Managerial Personnel

The detailed composition of the Board of Directors of the Company hasbeen provided in the Corporate Governance Report annexed to this Director's Report.

Appointments & Cessation of Director(s):

During the year under review Mr. Vimal Bhandari was reappointed as theManaging Director & CEo of the Company for a period of two years with effect fromApril 1 2016.

Subsequent to the year under review Mr. Vimal Bhandari tendered hisresignation from the office of Managing Director & CEo of the Company with effect fromApril 18 2017. Mr. Bhandari continues to serve on the Board of the Company as aNon-Executive Director from May 1 2017.

Subsequent to the year under review Mr. Dhanpal Jhaveri Non-ExecutiveDirector of the Company was appointed as the Non-Executive Chairman of the Board witheffect from June 23 2017.

Your Directors place on record their sincere appreciation for the ableleadership valuable contribution and guidance provided by Mr. Vimal Bhandari over thelast six years of his association as Managing Director & CEo of the Company inshaping the Company in to a well-respected and highly profitable credit institution.

Considering his rich experience and expertise in the financial servicesindustry the Board of Directors of the Company and the Shareholders of the Company attheir meetings held on April 18 2017 and April 28 2017 respectively accorded theirconsent for the appointment of Mr. R. Sridhar as a Whole-Time Director designated asExecutive Vice-Chairman & CEo of the Company with effect from April 18 2017.

Director(s) Retiring by Rotation:

In terms of Section 152 of the Companies Act 2013 read with theArticles of Association of the Company Ms. Shweta Bhatia Mr. Alok oberoi and Mr. VimalBhandari Directors being longest in office shall retire by rotation and being eligibleoffer themselves for re-appointment at the ensuing Annual General Meeting of theCompany.

Director(s) Disclosures:

Based on the declarations and confirmations received in terms ofprovisions of the Companies Act 2013 circular(s) / notification(s) / direction(s) issuedby the RBI and other applicable laws none of the Directors on the Board of your Companyare disqualified from appointment as Directors.

Your Company has received declarations from the IndependentDirector(s) affirming compliance with the criteria of independence as stipulated inSection 149(6) of the Companies Act 2013.

Key Managerial Personnel:

As on March 31 2017 the following persons were the Key ManagerialPersonnel (KMP) of the Company in terms of the Companies Act 2013:

1. Mr. Vimal Bhandari Managing Director & CEo;
2. Mr. Shailesh Shirali Whole-Time Director;
3. Mr. Pankaj Thapar Chief Financial officer; and
4. Mr. Jitendra Bhati Company Secretary

Subsequent to the year under review Mr. Vimal Bhandari ceased to be aKMP pursuant to his resignation from office of Managing Director & CEo and Mr. R.Sridhar was designated as KMP of the Company pursuant to his appointment as ExecutiveVice-Chairman & CEo with effect from April 18 2017.

RBI Guidelines

Your Company continues to fulfill and comply with all the circular(s)notification(s) direction(s) and guideline(s) issued by the RBI as are applicable to itas a Systemically Important Non-Deposit taking Non-Banking Financial Company.

In terms of Foreign Exchange Management (Transfer or Issue of Securityby a Person resident outside India) Regulations 2000 your Company has obtained acertificate from its Statutory Auditors certifying that the Company is in compliance withthe FEMA regulations with respect to the downstream investments made by the Company.

Particulars of Deposits

Your Company being a ‘Non-Deposit taking Non-Banking FinancialCompany' has not accepted deposits during the year under review and shall not accept anydeposits from the public without obtaining prior approval of the RBI.

Accordingly the disclosure requirements under Rule 8(5)(v) and (vi) ofthe Companies (Accounts) Rules 2014 are not applicable to the Company.

Resources and Liquidity

Your Company has diversified funding sources including public sectorbanks private sector banks mutual funds and financial institutions. Funds were raised inline with Company's Resource Planning Policy FY 2016-17 through term loans issue ofsecured redeemable non-convertible debentures and commercial paper.

During the year under review your Company has raised (i) ` 500 Croreas bank borrowings (outstanding as on March 31 2017:

` 1560 Crore) (ii) ` 2105 Crore by issuance of commercial paper(outstanding as on March 31 2017: ` 705 Crore) and (iii)

` 367.50 Crore through issuance of non-convertible debentures(outstanding as on March 31 2017: ` 1111.50 Crore).

Applicable disclosures in terms of the Securities and Exchange Board ofIndia (Listing obligations and Disclosure Requirements) Regulations 2015 as on March 312017 are given at Annexure I.

Debt Equity Ratio

Your Company's Debt:Equity ratio as on March 31 2017 stands at 1.78:1.

Capital Adequacy Ratio

The Capital to Risk Assets Ratio (CRAR) of your Company as on March 312017 stood at 33.8% (Tier I Capital Ratio @ 33.4% and Tier II Capital Ratio @ 0.4%) wellabove the limit of 15% as prescribed by the RBI for NBFCs.

Net Owned Funds

The Net owned Funds of your Company as on March 31 2017 stood at `1873.23 Crore a 23.38% increase over the previous year.

Credit Rating(s)

Short Term Debt Programme

The Short Term Debt Programme of the Company is rated by CreditAnalysis & Research Limited (CARE) ICRA Limited (ICRA) and CRISIL Limited (CRISIL).During the year under review the limit of the Short Term Debt Programme of the Companyrated by CARE ICRA and CRISIL was enhanced from ` 750 Crore to

` 1250 Crore.

CARE ICRA and CRISIL reaffirmed the ratings "CARE A1+"(pronounced "CARE A one Plus") "[ICRA] A1+" (pronounced "ICRA Aone Plus") and "CRISIL A1+" (pronounced "CRISIL A one Plus")respectively with respect to the Short Term Debt Programme of the Company including theamount enhanced during the year under review.

Subsequent to the year under review the limit of the Short Term DebtProgramme of the Company rated by CARE and CRISIL was increased from ` 1250 Crore to `1500 Crore without any change in the rating.

The ratings as mentioned above indicate that the instruments have verystrong degree of safety regarding timely payment of financial obligations and carry lowestcredit risk.

Long Term Debt Programme

The Long Term Debt Programme of the Company is rated by CARE and IndiaRatings and Research Private Limited (Fitch Group). During the year under review thelimit of the Long Term Debt Programme of the Company rated by CARE was enhanced from `3000 Crore to ` 3750 Crore.

Further during the year under review CARE reaffirmed the rating"CARE AA-" (pronounced "CARE Double A Minus") for the limit of

` 3750 Crore and Fitch Group reaffirmed the rating "IND AA-"with stable outlook (pronounced "IND Double A Minus / Stable") to the Long TermDebt Programe of the Company for a limit of

` 3000 Crore.

The ratings as mentioned above indicate that the instruments have highdegree of safety regarding timely servicing of financial obligations and carry very lowcredit risk.

The Company's financial discipline and prudence is reflected in thestrong credit ratings ascribed by rating agencies summarised below:

Instrument

Amount

Rating Agency

Rating

(` in Crore)

1250

ICRA

"[ICRA] A1+"

Short Term

1500

CARE

"CARE A1+"

Debt

1500

CRISIL

"CRISIL A1+"

3750

CARE

"CARE AA-"

Long Term Debt

3000

India Ratings and Research (Fitch Group)

"IND AA-/Stable"

Auditors

Statutory Auditors & their Report:

S. R. Batliboi & Co. LLP Chartered Accountants having ICAI FirmRegistration No. 301003E/E300005 were appointed as the Statutory Auditors of your Companyat the 6th Annual General Meeting of the Company held on September 30 2015 to hold officefor a period of 5 years from the conclusion of the said Annual General Meeting till theconclusion of the 11th Annual General Meeting of the Company subject to ratification byMembers at every Annual General Meeting.

In terms of the requirements of Section 139 of the Companies Act 2013the appointment of the Statutory Auditors of the Company is required to be ratified by theMembers at every Annual General Meeting of the Company.

Members of the Company at 7th Annual General Meeting held on September7 2016 had ratified the appointment of S. R. Batliboi & Co. LLP CharteredAccountants as Statutory Auditors of the Company to hold office from the conclusion ofthe 7th Annual General Meeting till the conclusion of the 8th Annual General Meeting ofthe Company.

Appointment of S. R. Batliboi & Co. LLP Chartered Accountants asStatutory Auditors to hold office from the conclusion of the 8th Annual General Meetingtill the conclusion of the 9th Annual General Meeting of the Company is placed forratification by the Members at the ensuing Annual General Meeting.

S. R. Batliboi & Co. LLP Statutory Auditors in their report(s) onthe Annual Audited Standalone Financial Statements and Annual Audited ConsolidatedFinancial Statements of your Company for the Financial Year ended March 31 2017 have notsubmitted any qualifications reservations or adverse remarks or disclaimers.

During the year under review the Statutory Auditors have not reportedany incident of fraud to the Audit Committee.

Internal Auditors & their Report:

During the year under review KPMG was appointed as Internal Auditorsof the Company for the Financial Year 2016-17.

KPMG Internal Auditors in their report(s) on the Internal Audit ofyour Company have not submitted any material qualifications reservations or adverseremarks or disclaimers.

Secretarial Auditors & their Report:

During the year under review M Siroya and Co. Practicing CompanySecretary were appointed to undertake the Secretarial

Audit of the Company for the Financial Year ended March 31 2017. TheReport of the Secretarial Auditors in prescribed Form MR - 3 is annexed as Annexure IIto this Director's Report.

M Siroya and Co. Secretarial Auditors in their report on theSecretarial Audit of your Company have not submitted any qualifications reservations oradverse remarks or disclaimers.

Corporate Governance

Your Company is committed to adopt the highest standards of CorporateGovernance and adheres to the Corporate Governance requirements set by the concernedregulator(s) and applicable laws.

The Report on measures / activities undertaken by your Company as apart of its efforts towards adopting good corporate governance practices is annexed toand forms an integral part of this Director's Report.

Board Committees

The Board of Directors of your Company has constituted severalCommittees to deal with specific matters and has delegated powers for different functionalareas to different Committees.

The Audit Committee the Credit Committee the Asset-LiabilityManagement Committee the Risk Management Committee the Nomination and RemunerationCommittee the Corporate Social Responsibility Committee the Debenture Committee andother Committee(s) have been constituted in compliance with various laws applicable to theCompany and for meeting internal requirements / operational convenience.

The composition of Committee(s) number of meeting(s) held and attendedby respective member(s) roles powers and responsibilities of the Committee(s) have beenprovided in the Corporate Governance Report annexed to this Director's Report.

Meetings

Details with respect to the meetings of the Board of Directors andCommittee(s) held during the year including attendance at such meetings have beenprovided in the Corporate Governance Report annexed to this Director's Report.

Audit Committee

In terms of Section 177 of the Companies Act 2013 the MasterDirection - Non-Banking Financial Company - Systemically Important Non-Deposit takingCompany and Deposit taking Company (Reserve Bank) Directions 2016 (RBI Master Directions)and other applicable laws your Board of Directors have constituted an Audit Committeeconsisting of well qualified Directors.

The composition number of meetings held and roles powers andresponsibilities of the Audit Committee have been provided in the Corporate GovernanceReport annexed to this Director's Report.

The Board of Directors have accepted and implemented therecommendations of the Audit Committee whenever provided by it.

Performance Evaluation

In terms of the provisions of the Companies Act 2013 your Company hasadopted a Board Performance Evaluation Policy and detailed process for facilitatingperformance evaluation of the Board that of its Committee(s) and individual Directors.

Subsequent to the year under review the performance of DirectorsBoard Committees and the Board as a whole during Financial Year 2016 - 17 was evaluated bythe Board. Also the performance of Director(s) of the Company during the Financial Year2016 - 17 was evaluated by the Nomination and Remuneration Committee of the Board. TheIndependent Directors of the Company at their meeting held on March 27 2017 evaluated theperformance of the Non-Independent Directors of the Company and the Board as a whole.

A statement indicating the manner in which formal evaluation has beenmade by the Board of its own performance and that of its Committees and individualDirectors is provided in the Corporate Governance Report annexed to this Director'sReport.

Policy on Appointment of Directors and Senior Management Personnel

In terms of Section 178 of the Companies Act 2013 read with rulesframed thereunder and the RBI Master Directions as amended your Board of Directors haveadopted ‘Policy on Selection Criteria/ "Fit & Proper" Person Criteria'for appointment of Directors and Senior Management Personnel of the Company.

The details of the ‘Policy on Selection Criteria/ "Fit &Proper" Person Criteria' have been provided in the Corporate Governance Reportannexed to this Director's Report.

The Remuneration Policy Disclosure of Remuneration & Particularsof Employees

In terms of Section 178 of the Companies Act 2013 your Board ofDirectors have adopted a ‘Remuneration Policy' inter-alia setting out the criteriafor deciding remuneration of Executive Directors Non-Executive Directors SeniorManagement Personnel and other Employees of the Company.

The details of the ‘Remuneration Policy' have been provided in theCorporate Governance Report annexed to this Director's Report.

In terms of Section 197 of the Companies Act 2013 read with Rule 5 ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 thedisclosures with respect to the remuneration of Directors Key Managerial Personnel andEmployees of the Company have been provided at Annexure III to this Director'sReport.

In terms of Section 197 of the Companies Act 2013 read with Rule 5(2)and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 the statement relating to particulars of employees of the Company isavailable for inspection by the Members at the Registered office of the Company duringbusiness hours on working days. A copy of this statement may be obtained by the Members bywriting to the Company Secretary of your Company.

Your Directors hereby confirm that the remuneration paid to theDirectors is as per the Remuneration Policy of the Company.

Risk Management Framework

Your Company has in place a mechanism to identify assess monitor andmitigate various risks associated with the business of the Company. Major risks identifiedby the businesses and functions if any are systematically addressed through mitigatingactions on a continuing basis. Your Company has put in place a Board approved "RiskFramework and Policy" which inter-alia integrates various elements of risk managementin to a unified enterprise-wide Policy.

The Risk Management Committee of the Board of Directors of the Companyhas not identified any elements of risk which in their opinion may threaten the existenceof the Company and the Company's internal control systems are commensurate with the natureof its business size and complexity of its operations.

The details of the ‘Risk Framework and Policy' have been providedin the Corporate Governance Report annexed to this Director's Report.

Internal Control / Internal Financial Control Systems and theirAdequacy

The Company's well - defined organizational structure documentedpolicies guidelines defined authority matrices and internal controls ensure efficiencyof operations compliance with internal policies and applicable laws and regulations.Internal control system of the Company is supplemented with extensive internal auditsregular reviews by the Management and checks by external auditors. The Audit Committee andthe Board of Directors monitor the internal controls system of the Company.

To the best of our knowledge and belief and according to theinformation and explanations obtained by us and based on the Report(s) of StatutoryAuditors and Internal Auditors of the Company for the Financial Year 2016 - 17 yourDirectors are of the view that the internal financial controls with reference to theFinancial Statements of the Company were adequate and operating efficiently and furtherconfirm that: (i) the Company has comprehensive internal financial control systems thatare commensurate with the size and nature of its business;

(ii) the Company has laid down standards processes and structureswhich enable implementation of internal financial controls across the organization andensure that the same are adequate and operating effectively;

(iii) the systems are designed in a manner to provide reasonableassurance about the integrity and reliability of the financial statements;

(iv) the Company adopts prudent lending policies and exercises duediligence to safeguard its loan asset portfolio; and

(v) the loan approval process involves origination and sourcing ofbusiness credit appraisal and credit approval in accordance with approved processes /levels.

Whistle Blower Policy / Vigil Mechanism

In terms of Section 177(9) and (10) of the Companies Act 2013 yourCompany has established and put in place a Board approved ‘Whistle Blower Policy /Vigil Mechanism' to provide a mechanism to anyone connected with the Company to approachthe Audit Committee of the Company and disclose unethical and improper practices or anyother wrongful conduct in the Company and to prevent managerial personnel from taking anyadverse personal action against person(s) who report matters under the Policy / Mechanism.

The details of the ‘Whistle Blower Policy / Vigil Mechanism' havebeen provided in the Corporate Governance Report annexed to this Director's Report.

Corporate Social Responsibility

In terms of the Section 135 of the Companies Act 2013 read withCompanies (Corporate Social Responsibility Policy) Rules 2014 your Board of Directorsconstituted a Corporate Social Responsibility (CSR) Committee and in light of theCompany's philosophy of being a responsible corporate citizen your Company has adopted aCSR Policy which lays down the principles and mechanism for undertaking various projects /programs in accordance with the provisions of the Companies Act 2013.

The composition of the CSR Committee and details of the ‘CSRPolicy' have been provided in the Corporate Governance Report annexed to this Director'sReport.

The disclosures in terms of Section 135 of the Companies Act 2013 readwith the Companies (Corporate Social Responsibility Policy) Rules 2014 with respect toCSR activities of the Company have been provided at Annexure IV to this Director'sReport.

Contracts / Arrangements with Related Parties and Related PartyTransaction Policy

In terms of the provisions of the Companies Act 2013 and the RBIMaster Directions your Company has put in place a Board approved ‘Related PartyTransaction Policy' for the purpose of proper approval and reporting of transactions withrelated parties.

In terms of Section 177 of the Companies Act 2013 transactions withrelated parties were placed before the Audit Committee for its approval. omnibus approvalof the Audit Committee was obtained for related party transactions of repetitive naturewithin the limits prescribed by the Board of Directors. The Audit Committee wasperiodically updated with respect to related party transactions executed under omnibusapproval of the Audit Committee.

During the year under review your Company had not entered into anyRelated Party Transactions covered within the purview of Section 188(1) of the CompaniesAct 2013 accordingly requirement of disclosure of Related Party Transactions in termsof Section 134(3)(h) of the Companies Act 2013 in Form AoC – 2 is not applicable tothe Company. All other transactions with related parties were in compliance with theRelated Party Transaction Policy of the Company and the Company had during the year underreview not entered into transactions with related parties which could be considered to be‘material' in accordance with the ‘Related Party Transaction Policy' of theCompany.

The details of the ‘Related Party Transaction Policy' have beenprovided in the Corporate Governance Report annexed to this Director's Report.

Particulars of Loans Guarantees or Investments

In terms of Section 186(11) of the Companies Act 2013 read withCompanies (Meetings of Board and its Powers) Rules 2014 loans made guarantees given orsecurities provided by the Company are exempted from compliance with the requirements ofSection 186 of the Companies Act 2013.

During the year under review your Company has invested surplus fundspending business deployment in various liquid debt securities in the ordinary course ofbusiness. For details of the current and non-current investments of the Company pleaserefer Note 10 and 15 to the Audited Standalone Financial Statements.

Extract of Annual Return

In terms of Section 134(3)(a) and Section 92(3) read with the Companies(Management and Administration) Rules 2014 of the Companies Act 2013 the extract ofAnnual Return as at Financial Year ended March 31 2017 in the prescribed Form MGT - 9 hasbeen provided at Annexure V to this Director's Report.

Employee Stock Option Scheme

Your Company believes that its success is largely determined by thequality of its workforce and their commitment towards achieving the goals of the Company.In order to enable the employees of the Company to participate in the future growth andsuccess of your Company ‘IndoStar ESoP Plan 2012' (ESoP 2012) was adopted by theCompany.

During the year under review in light of Company's pace of growthincrease in business volume and business verticals / financial products of the Company /its subsidiaries within the financial services sector the Company adopted additionalemployee stock option schemes in a manner which would enable your Company to attractretain motivate and incentivise its employees. In view of the same Members of theCompany at their Extraordinary General Meeting held on May 9 2016 and october 17 2016approved and adopted IndoStar ESoP Plan 2016 (ESoP 2016) and IndoStar ESoP Plan 2016 - II(ESoP 2016 - II) respectively.

Subsequent to the year under review the Members of the Company at theirExtraordinary General Meeting held on April 28 2017 approved and adopted anotheradditional employee stock option scheme namely IndoStar ESoP Plan 2017 (ESoP 2017).

In terms of Section 62 read with Rule 12(9) of the Companies (ShareCapital and Debentures) Rules 2014 of the Companies Act 2013 the disclosures for theFinancial Year ended March 31 2017 with respect to ESoP 2012 ESoP 2016 and ESoP 2016 -II have been provided at Annexure VI to this Director's Report.

Disclosures under Sexual Harassment of Women at Workplace (PreventionProhibition & Redressal) Act 2013

In terms of the provisions of the Sexual Harassment of Women atWorkplace (Prevention Prohibition & Redressal) Act 2013 your Directors haveconstituted an Internal Complaints Committee and adopted a ‘Care and Dignity Policy'.

During the year under review no complaints related to sexualharassment had been received by the Internal Complaints Committee.

Conservation of Energy Technology Absorption and Foreign ExchangeEarnings and Outgo

Your Company being an NBFC its activities are not energy intensive nordoes it require adoption of specific technology and hence information in terms of Section134(3)(m) of the Companies Act 2013 read with Companies (Accounts) Rules 2014 is notprovided in this Report. Your Company is vigilant on the need for conservation of energy.

During the year under review foreign currency expenditure amounted to` 0.11 Crore (Previous Year: ` 0.20 Crore). Your Company did not have any foreign exchangeearnings.

Significant and Material Orders Passed by the Regulators or Courts orTribunals

During the year under review no orders have been passed against yourCompany by any regulator(s) or court(s) or tribunal(s) which would impact the goingconcern status and / or the future operations of your Company.

Directors Responsibility Statement

To the best of our knowledge and belief and according to theinformation and explanations obtained by us pursuant to the provisions of Section134(3)(c) read with Section 134(5) of the Companies Act 2013 your Directors herebyconfirm that: a) in the preparation of the annual accounts the applicable accountingstandards have been followed and that no material depatures have been made from the same;

b) they have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of theFinancial Year and of the profit of the Company for that period; c) they have taken properand sufficient care for the maintenance of adequate accounting records in accordance withthe provisions of the Companies Act 2013 for safeguarding the assets of the Company andfor preventing and detecting fraud and other irregularities;

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

e) they have laid down internal financial controls to be followed bythe Company and that such internal financial controls are adequate and were operatingeffectively; and

f) they have devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.

Appreciations

Your Board of Directors take this opportunity to express theirappreciation to all stakeholders of the Company including the Reserve Bank of India theNational Housing Bank the Ministry of Corporate Affairs the Securities and ExchangeBoard of India the Government of India and other Regulatory Authorities BankersFinancial Institutions Members Customers and Employees of the Company for theircontinued support and trust. Your Directors would like to express deep appreciation forthe commitment shown by the employees in supporting the Company in achieving continuedrobust performance on all fronts.

By the order of the Board of Directors For IndoStar Capital FinanceLimited

Mr. Dhanpal Jhaveri

Mr. R Sridhar

Non-Executive Chairman

Executive Vice-Chairman & CEo

DIN: 02018124

DIN: 00136697

Place: Mumbai

Date: June 23 2017

ANNExURE I

Disclosures pursuant to Regulation 53(f) of the Securities and ExchangeBoard of India (Listing Obligations and Disclosure Requirements) Regulations 2015 as onMarch 31 2017

Related Party Disclosure:
In the accounts of Disclosures of amounts at the year end and the maximum amount of loans /

Details

advances / investments outstanding during the year
1 Holding Company: L oans and advances in the nature of loans to subsidiaries by name and amount

--

IndoStar Capital Mauritius
Loans and advances in the nature of loans to associates by name and amount

N.A.

Loans and advances in the nature of loans to firms / companies in which

--

Directors are interested by name and amount
2 Subsidiary Company(ies): Loans and advances in the nature of loans to parent by name and amount

--

IndoStar Asset Advisory Private Limited Loans and advances in the nature of loans to associates by name and amount

N.A.

IndoStar Home Finance Loans and advances in the nature of loans to firms / companies in which

--

Private Limited Directors are interested by name and amount
3 Holding Company: IndoStar Capital Mauritius Investment by the loanee in the shares of parent company and subsidiary company when the company has made a loan or advance in the nature of loan

--