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Intec Capital Ltd.

BSE: 526871 Sector: Financials
NSE: N.A. ISIN Code: INE017E01018
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NSE 05:30 | 01 Jan Intec Capital Ltd
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VOLUME 26
52-Week high 42.60
52-Week low 29.00
P/E
Mkt Cap.(Rs cr) 53
Buy Price 29.00
Buy Qty 20.00
Sell Price 29.00
Sell Qty 74.00
OPEN 29.00
CLOSE 29.00
VOLUME 26
52-Week high 42.60
52-Week low 29.00
P/E
Mkt Cap.(Rs cr) 53
Buy Price 29.00
Buy Qty 20.00
Sell Price 29.00
Sell Qty 74.00

Intec Capital Ltd. (INTECCAPITAL) - Director Report

Company director report

To

The Members

Your Directors have pleasure in presenting their report on business and operations ofthe Company together with 24th Annual Audited Accounts for the financial year ended 31stMarch 2018.

1) Financial Highlights

For the financial year ended 31st March 2018

('in Lakhs)

Particulars

Standalone

Consolidated

2018 2017 2018 2017
Profit/(Loss) before Tax (3368.59) 137.83 (3383.26) 136.26
Less : Provision for Taxation
Current Tax - 194.48 - 194.48
Deffered Tax (340.19) 108.00) (340.19) (108.00)
Current Tax for earlier years - 15.05 - 15.05
Profit/(Loss) after Tax (3028.40) 36.30 (3043.07) 34.73
Add : Balance brought forward from last year 4738.56 4764.85 4313.90 4341.39
Add : Asset restated which was written-off earlier 312.99
Surplus available for appropriation 1710.16 4801.15 1583.82 4376.12
Less : Appropriations
Proposed Equity Dividend - 45.97 - 45.92
Tax on Proposed Dividend - 9.36 - 9.35
Transfer to Reserve Fund u/s 45IC of RBI Act 1934 - 7.26 - 6.95
Surplus carried to Balance Sheet 1710.16 4738.56 1583.82 4313.90

The Financial Results of the company are elaborated in the Management DiscussionAnalysis Report (MDAR) section in this Annual Report.

2) Operations

Detailed information on the operations of the Company and details on the state ofaffairs of the Company are covered in the Management Discussion and Analysis Report.

3) Dividend

The company continues to evaluate and manage its dividend policy to build long termshareholder value.

Due to paucity of funds your Directors does not recommend dividend during this year.

4) Unclaimed Dividend Transfer to Investor Education & Protection Fund (IEPF)

The Company sends letters to all shareholders whose dividends are unclaimed so as toensure that they receive their rightful dues. Efforts are also made in co-ordination withthe Registrar to locate the shareholders who have not claimed their dues.

Pursuant to Section 205C of the Companies Act 1956 read with the Investor Educationand Protection Fund (Awareness and Protection of Investors) Rules 2001 during the yearunder review.

Information related to unclaimed / unpaid dividend of Financial Year 2010-11

1 Unclaimed / unpaid dividend for FY 2009-10 Rs 95892.50
2 Cumulative unclaimed / unpaid dividend amount up to FY 200910 lying in the credit of IEPF as at 31st March 2018 Rs 748315.50
3 Unclaimed / unpaid dividend amount for the FY 2010-11 as on 31st March 2018 is due for transfer to IEPF on 18th November 2018. Note:- Those members who have not yet claimed / encased are requested to claim the same at the earliest before transfer to IEPF. Rs 156676.00

Pursuant to the provisions of Investor Education and Protection Fund (Uploading ofinformation regarding unpaid and unclaimed amounts lying with

companies) Rules 2012 the Company has uploaded the details of unpaid and unclaimedamounts lying with the Company as on Saturday 27th September 2017 (date of lastAnnual General Meeting) on the Company's website (www.intecapital.com) and on the websiteof the Ministry of Corporate Affairs.

Information related to unclaimed / unpaid dividend of Financial Year 2010-11

1 Date of Declaration of dividend by shareholders in the Annual General Meeting 14/09/11
2 Dispatch of dividend shall be done within 30 days from date of declaration of dividend by Shareholders 14/10/11
3 Amount of dividend to be Transferred in separate account "Unpaid dividend / unclaimed dividend Account" within 7 Years of the expiry of the said 30 days of dispatch as per Section 124(1) of Companies Act 2013. 19/11/18
4 As per Section 124(5) of the Companies Act 2013 the period of 7 years counted from date of transfer of "Unpaid dividend / unclaimed dividend Account" in separate account 19/10/18
5 As per section 124(6) of Companies Act 2013 the unpaid dividend account shall be transferred within 30 days from the expiry of 7 years of dividend transfer in separate account "Unpaid dividend / unclaimed dividend Account" 18/11/18

5) Equity Share Capital

The paid-up Equity Share Capital of the Company as on 31 March 2018 is Rs. 18.36 crore.

There was no public issue rights issue bonus issue or preferential issue etc. duringthe year. The Company has not issued shares with differential voting rights sweat equityshares nor has it granted any stock options.

6) Non-Convertible Debentures (NCD)

The Company had issued Listed Fully Secured Redeemable Non-Convertible Debenturesamounting Rs. 50 Crore on private placement basis with tenor of 48 months pursuant tosection 42 of and applicable provisions of the Companies Act 2013 read with Companies(Prospectus and Allotment of Securities) Rules 2014 which helped in Asset LiabilityManagement and strengthened the long term resource base of the Company.

The Debentures issued on private placement basis are listed on BSE. The Company hasbeen regular in servicing all of its debt obligations. The debenture holders can also sendin their queries/complaints at the designated email address: complianceofficer@inteccapital.com

During the year company the NCD gets redeemed on 4th December 2017 and allthe repayments are made to debenture holders. The debenture which was listed in the BSEgets delisted.

NCD Redemption Information
Headings Information Furnished
Nature of instrument Fully Secured Redeemable NonConvertible Debentures (NCD)
Debenture holders Nederlandse Financlerings- Maatschappij voor On twikkelingslanden ("Debenture holders").
Debenture Trustee CATALYST TRUSTEESHIP LIMITED (Erstwhile GDA Trusteeship Limited) Plot No 85 Street Bhusari Colony Paud Road Pune - 411038.
Registrar and Transfer Agents for Fully Secured redeemable Non-convertible Debentures on Private Placement Basis BIG SHARE SERVICES PVT. LTD. 306 Right Wing 3rd Floor Amrutha Ville Opp. Yashoda Hospital Raj Bhavan Rd Somajiguda Hyderabad Telangana 500082
Compliance Mr. Puneet Sehgal
Officer complianceofficer@inteccapital. com
Address of BSE Phiroze Jeejeebhoy
Towers Dalal Street
Mumbai - 400 001
www.bseindia.com
Scrip Code 951360
ISIN no. as on INE017E07023
31st March 2017
New ISIN no. issued pursuant to revision in terms of NCD on 05th July 2017 INE017E07031
Date of Redemption of NCD 4th December 2017
Confirmation received from BSE regarding the delisting of the NCD 04th January 2018
Effective date of Delisting of NCD as per BSE Confirmation and Records 08th January 2018

7) Registration with RBI as Non-Deposit Taking NBFC Company and its Disclosures

Your Company is NBFC Company and is registered with Reserve Bank of India on 4thMay 1998 as a Non-Banking Financial Institution (Non-Deposit taking). Your company hadattained the status of Asset Finance Company and got NBFC-AFC status on 7thApril 2014.

In terms of provisions of Non-Banking Financial (Non-Deposit Accepting or Holding)Companies Prudential Norms (Reserve Bank) Directions 2015 your Company is categorized asa 'Systemically Important Non-Deposit taking Non-Banking Financial Company i.e.NBFC-NDSI-AFC'.

The disclosures as prescribed by Non-Banking Financial (Non-Deposit Accepting orHolding) Companies Prudential Norms (Reserve Bank) Directions 2015 and other NBFCDirections have been made in this Annual Report.

8) Non Acceptance of Public Deposits

Your Company is Non- Deposit taking NBFC and has not accepted public deposits duringthe year under review in terms of chapter-V of the Companies Act 2013 and hence theredefaults in repayments of amount of principle or interest as on date of Balance Sheet isnot applicable.

9) Credit Rating

During the year under review the credit ratings / revision in Credit Ratings were doneby CARE Ratings India's 2nd Largest Rating Agency incorporated in India as "CreditAnalysis & Research Limited".

The ratings done by CARE during Financial Year ended 31st March 2018 doneduring financial 2017-2018 for Facilities is as follows.

CARE Ratings
Facilities Amount (Rs. In Crore) Ratings Remarks
Long-term Bank Facilities 309.15 Crores (reduced from 603.81 Crores) (Rupees Three Hundred Nine Crores and Fifteen Lakhs only) CARE BB Stable [Double B Stable] Revised from CARE BBB- [Triple B Minus]
Non-Convertible Debentures Rs. 4.01 Crore (reduced from 30 Crores)( Rupees Four Crores and One Lakh only) CARE BB Stable [Double B Stable] Revised from CARE BBB- [Triple B Minus]

10) Transfer to Reserves

As per Section 45-IC of the Reserve Bank of India Act 1934 ('RBI Act') every NBFC isrequired to transfer a sum not less than twenty percent of its net profit for the year tothe 'Statutory Reserve as per Section 45-IC of RBI Act'. As during the year there is noprofit there is no transfer to the said reserve (previous year Rs. 7.26 lakhs being 20%of the net profit was transferred to the said reserve).

11) Capital Adequacy Ratio

The Company's total Capital Adequacy Ratio (CAR) as on 31st March 2018 stood at 37.64%as compared to 31.55% for the previous year as a percentage of the aggregate risk weightedassets on balance sheet and risk adjusted value of the off-balance sheet items which iswell above the regulatory minimum of 15%.

12) Depository System

As the members are aware the Company's shares are compulsorily tradable in electronicform.

As on March 31 2018 the Company's total paid- up Capital representing number ofshares is in dematerialized form and in physical form is mentioned below.

1- Number of equity shares %age of the Company's total paid-up share Capital
1 Demat 18219414 99.20
2 Physical 146836 0.80
3 Total 18366250 100.00

In view of the numerous advantages offered by the Depository system members holdingshares in physical mode are advised to avail of the facility of dematerialization fromeither of the Depositories.

13) Management Discussion Analysis Report (MSAR)

The Management Discussion and Analysis Report for the year under review as stipulatedunder Regulation 34(2)(f) & (3) and other applicable regulation read with Schedule - Vof SEBI Listing Obligations and Disclosure Requirements Regulations 2015 (SEBI LODR2015) is presented in a separate section and annexed at Annexure - 1 to this report andforms part of the Annual Report.

14) Corporate Governance Report and its Compliance Certificate

The Company is committed to maintain the highest standards of corporate governance andadhere to the Corporate Governance requirements set out by SEBI. The report on CorporateGovernance as stipulated under para C D and E of Schedule V read with regulation 15(1)(2)(a) and other applicable regulation of SEBI LODR 2015 forms an integral part of thisReport.

The Report on Corporate Governance as stipulated is annexed at Annexure - 2 to thisreport and forms integral part of the Annual Report.

The requisite Certificate from the practicing Company Secretary of the Companyconfirming compliance with the condition of Corporate Governance as provided under para Eof Schedule V read with regulation 15(1) (2)(a) and other applicable regulation of SEBILODR 2015 is annexed at Annexure - 3 to this report and forms integral part of the AnnualReport.

All Board members and Senior Management personnel have affirmed compliance with theCode of Conduct for the year 2017-18. A declaration to this effect signed by the ManagingDirector of the Company in terms of para d of Schedule V read with regulation 15(1)(2)(a) and other applicable regulation of SEBI LODR 2015 is annexed at Annexure - 4 tothis Report and forms integral part of this Annual Report.

The Certificate by Managing Director on financial statements as stipulated underapplicable Regulation of SEBI LODR 2015 is annexed at Annexure - 5 to this report andforms integral part of the Annual Report.

15) Subsidiary Company and its Performance

We have one 100% Wholly Owned Subsidiary i.e. Amulet Technologies Limited which wasincorporated as private limited company on 30th April 2011. It converted in public limitedcompany on 27th March 2012.

The Primary objective of company is to offer consultancy advisory & all relatedservices in all areas of information technology including computer hardware &software data communication telecommunications manufacturing & process control& automation artificial intelligence natural

Pursuant to Section 129(3) of the Companies Act 2013 and Accounting Standard- 21issued by the Institute of Chartered Accountants of India Consolidated FinancialStatements presented by the Company include the Financial Statements of its Subsidiaries.

Further Pursuant to Section 129(3) of the Companies Act 2013 a separate statementcontaining the salient features of the financial statements of subsidiary Company in theprescribed form AOC-1 has been annexed at Annexure - 6 to this report and forms integralpart of the Annual Report.

In terms of provisions of 4th proviso of Section 136 of the Companies Act 2013 theCompany shall place separate Audited Accounts of the Subsidiary Companies on its websiteat www.inteccapital.com.

The Company will make available physical copies of these documents upon request by anyshareholder of the Company/ subsidiary interested in obtaining the same.

These documents shall also be available for inspection at the registered office of theCompany during business hours up to the date of ensuing AGM.

16) Performance and Financial Position of Subsidiary Company Included in ConsolidatedFinancial Statement

The detailed report on performance and financial position of subsidiary company isdiscussed in Management Discussion Analysis Report and also included in the consolidatedFinancial Statements pursuant to Section 134 of the Companies Act 2013 and Rule 8(1) ofthe Companies (Accounts) Rules 2014

17) Abridged Financial Statements

In accordance with the SEBI LODR 2015 and Section 136 of the Companies Act 2013 readwith Rule 10 of the Companies (Accounts) Rules 2014 of the said Act the Abridged AnnualReport containing salient features of the Financial Statements including ConsolidatedFinancial Statements for the financial year 2017-18 along with statement containingsalient features of the Directors' Report (including Management Discussion & Analysisand Corporate Governance Report) is being sent to all shareholders who have not registeredtheir email address(es) for the purpose of receiving documents/ communication from theCompany in electronic mode.

Full version of the Annual Report 2017-18 containing complete Balance Sheet Statementof Profit & Loss other statements and notes thereto including Consolidated FinancialStatements prepared as per the requirements of Schedule III to the Companies Act 2013Director's Report (including Management Discussion and Analysis Corporate GovernanceReport and Business Responsibility Report) are being sent via email to all shareholderswho have provided their email address(es).

Full version of Annual Report 2017-18 is also available for inspection at theregistered office of the Company during working hours upto the date of ensuing AnnualGeneral Meeting (AGM). It is also available at the Company's website at www.inteccapital.com.

A Cash Flow Statement for the year 2017-18 is attached to the Balance Sheet.

18) Consolidated Financial Statements

Your directors also present the audited consolidated financial statements incorporatingthe duly audited financial statements of the subsidiaries for the Financial Year ended 31stMarch 2018 and as prepared in compliance with the Companies Act 2013 AccountingStandards SEBI LODR 2015 and other applicable laws as prescribed.

A separate statement containing the salient features of its subsidiary as perprescribed Form No. AOC- 1 is annexed at Annexure No. 6 separately.

19) Material Changes and Commitments

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 Companyand the date of this Annual Report.

20) Significant and Material Orders Passed By the Regulators or Courts

During the year under review there were no significant and material orders passed bythe regulators or courts or tribunals which may impact the going concern status of theCompany and its operations in future.

21) Extract of Annual Return as Per Section 92 (3) of the Companies Act 2013 in thePrescribed Format VIZ. MGT-9

The extract of Annual Return as on March 31 2018 in the prescribed Form No. MGT-9pursuant to Section 92(3) of the Companies Act 2013 and Rule 12 (1) of the Companies(Management and Administration) Rules 2014 is annexed at Annexure No. 7 and formsintegral part of this Report.

22) Corporate Social Responsibility (CSR) Policy and its Report

The Company has in place a CSR Policy in line with Schedule VII of the Companies Act2013.

As per the policy the CSR activities are not just focused around the offices of theCompany but also improves a healthy & prosperous environment and to improve thequality of life for the next generation.

Company undertakes to combat illiteracy for the children of vulnerable sections ofsociety and work towards the goal to make them self-reliant. We are investing throughvariety of effective programs by not only providing them elementary education but havealso undertaken sponsorship for higher education for girl child. In addition to thiscompany has provided infrastructure for education by providing school bags & otherfacilities. Company focusses on various career counselling sessions vocational coursesremedial education classes sports activities to strengthen skill set of children.

These activities are broadly in accordance with the Schedule VII of the Companies Act2013.

The Board of Directors and the CSR Committee review and monitor from time to time allthe CSR activities being undertaken by the Company.

The Annual Report on Corporate Social Responsibility (CSR) and on CSR ActivitiesPursuant to clause (o) of sub-section (3) of section 134 of the Act and Rule 9 of theCompanies (Corporate Social Responsibility) Rules 2014 is annexed at Annexure - 8 to thisreport which forms integral part of Annual Report

The contents of the CSR Policy as well as the CSR activities undertaken by the Companyare available on the Company website.

23) Reasons for not Incurring 2% CSR Expenditure

On the recommendation of the CSR Committee the Board considers and record the reasonsfor incurring less CSR Expenditure during financial year 2017-18 as the company hadincurred CSR expenditure to the extent of Rs. 2.50 Lacs as against required 2% of Netadjusted profit of preceding last three years amounting Rs. 14.88 Lacs computed in termsof section 198 of the Companies Act 2013.

• Due to slowdown in economy and increase in NPAs the company is having decliningcash flows revenue and profits. Accordingly it is not practicable to spend the 2% ofaverage profit of last 3 financial years. However the budgeted amount can be increasedwith the consent of CSR Committee if cash flows and portfolio quality of the Companyimproves in coming months.

• However the company has made lot of efforts in identifying the NGO's andimplementing agencies for which considerable amount of time was invested by the Companyand which allowed opportunity to the company to spend Rs. 2.50 Lacs but falls short ofstatutory limit of 2% amounting Rs. 14.88 Lacs.

24) Related Party Transactions

The Company has in place a Related Party Transactions Policy (RPT Policy) in line withsection 188 and other applicable section of the Companies Act 2013 read with SEBI LODR2015. The Policy on RPTs as approved by Board is also uploaded on the Company's websitewww.inteccapital.com

During the financial year under review in terms of section 134(3) (h) read withsub-section (1) of section 188 read with third proviso of section 188(1) of the CompaniesAct 2013 and read with applicable Regulation of SEBI LODR 2015 your Company has notentered into any material transaction under SEBI Listing Obligations and DisclosureRequirements Regulations 2015 with any of its related parties which may have potentialconflict with the interest of the Company at large.

Besides during the year under review all related party transactions done by theCompany were in ordinary course of business and at arm's length and were placed in themeetings of Audit Committee for its omnibus approval and subsequently placed before theboard for its review and noting pursuant to section 177 of the Companies Act 2013 readwith SEBI LODR 2015 and read with Company's RPT policy.

Your Directors draw attention of the members to Note No. 27.3 to the financialstatement which sets out related party transactions.

The disclosures pursuant to section 13(4)(h) of the Companies Act 2013 read with Rule8(2) of the Companies (Accounts) Rules 2014) in prescribed form AOC-2 is annexed atAnnexure - 9 to this report.

25) Board Meeting Held and Attended During the Year by Directors

During the year under review Five (5) Meetings of the Board of Directors were held andattended by directors as per below mentioned information.

Name Resident Designation Meetings held Meetings attended
1 Mr. Sanjeev Goel (DIN - 00028702) Indian Managing Director 5 5
2 Mr. S. K. Goel (DIN - 00963735) Indian Non-executive Independent Director 5 5
3 Mr. Rakesh Kumar Joshi (DIN -02410620) Indian Non-executive Independent Director 5 4
4 Mr. Praveen Sethia (DIN -02310777) (See Note-1) Indian Non-executive Independent Director 4 3
5 Mrs. Ritika Goel (DIN 00053387) (See Note-2) Indian Non-executive Non Independent Woman Director 3 0
6 Mrs. Kumud Gupta (DIN 00294724) (See Note-3) Indian Non-executive Independent Woman Director 2 1
7 Mr. Vishal Kumar Gupta (DIN -02368313) (See Note-4) Indian Non-executive Nominee Director 1 0

Note-1:- Mr. Praveen Sethia has resigned as Nonexecutive Independent Director and hastendered his resignation with effect 30th January 2018 which was taken note byDirectors in the Board Meeting held on 09th February 2018.

Note-2:- Mrs. Ritika Goel has resigned as Nonexecutive Non Independent Woman Directorand has tendered his resignation with effect 08th November 2017 which wasnoted by Directors in the Board Meeting held on 10th November 2017.

Note-3:- Mrs. Kumud Gupta was appointed as Nonexecutive Independent Woman Director witheffect 10th November 2017 in the Board in the Meeting held on 10thNovember 2017.

Note-4:- Mr. Vishal Kumar Gupta has resigned as Non-executive Nominee Directors andhas tendered his resignation with effect 8th August 2017 which was taken noteby Directors in the Board Meeting held on 11th August 2017.

The detailed note on the Board meetings held and attended during the year is separatelymentioned in "Corporate Governance Report section" in this Annual Report.

26) Key Managerial Personnel

The Key Managerial Personnel (KMP) in the Company as per Section 2(51) and 203 of theCompanies Act 2013 are as follows:

Mr. Sanjeev Goel Managing Director
Mr. Puneet Sehgal Company Secretary
Mr. Puhup Srivastav (Note: Appointed and re-designated Chief Financial Officer w.e.f. 11th August 2017 Chief Financial Officer (CFO)
Mr. Sudhindra Sharma (Note: Had resigned as Chief Financial Officer w.e.f. 20th April 2017)

27) Committees Of The Board

During the year under review the company has

following below mentioned Committees of Board

(COB).

• Audit Committee

• Risk Management Committee

• Nomination and Remuneration Committee

• Corporate Social Responsibility Committee

• Asset Liability Management Committee (ALCO)

• Treasury Committee

• Shareholders/Investors' Grievance Committee cum Share Transfer Committee cumStakeholders Relationship Committee

• Operations Review Committee (ORC) (Dissolved by Board of Directors on 11thAugust 2018)

• BTA Implementation Committee (Dissolved by Board of Directors on 10th November2018)

The detailed note on the Committees of the Board (COB) covering its member'scomposition brief terms of reference of the committee meetings held and attended duringthe year is separately mentioned in "Corporate Governance Report section" inthis Annual Report.

28) Board Of Directors And Changes Among Them

A. Appointment of Directors

During the year under review one of director was appointed as follows:-

• Mrs. Kumud Gupta (DIN 00294724) (Nonexecutive Independent Woman Director) in theBoard of Directors of the Company in the Board Meeting held on 10th November2017

B. Resignation

During the year under review the Board had approved the resignation of followingdirectors:-

• Mr. Vishal Kumar Gupta (DIN -02368313) (Nonexecutive Nominee Director) from theBoard of Directors of the Company w.e.f. 8th August 2017 and resignation wasnoted by Board of Directors in its Meeting held on 11th August 2017.

• Mrs. Ritika Goel (DIN 00053387) (Non-executive Non-Independent Woman Director)from the Board of Directors of the Company in the Board Meeting held on 10thNovember 2017 vide resignation letter dated 8th November 2017.

• Mr. Praveen Sethia (DIN -02310777) (Nonexecutive Independent Director) from theBoard of Directors of the Company w.e.f. 30th January 2018 and resignation wasnoted by Board of Directors in its Meeting held on 9th February 2018.

The Board records the deep appreciation for the contributions of Mr. Vishal KumarGupta Mrs. Ritika Goel and Mr. Praveen Sethia and throughout their directorship and alsofor the significant contributions they have made to the management of affairs of theCompany and for the valuable advises they all had made to the Board from time to time.

C. Re-appointments of director liable to retire by rotation

In the ensuing 24th Annual General Meeting of the Company the Directorsrecommends the reappointment Mr. Sanjeev Goel (DIN: 00028702) Managing Director on theBoard of Directors of the Company who is liable to retire by rotation and being eligibleoffer himself for re-appointment pursuant to the provisions of Companies Act 2013.

It is noted that Mr. Sanjeev Goel Managing Director was appointed for a period of five(5) years from 1st April 2015 till 31st March 2020 which was approved by shareholders bypassing Special Resolution on 8th May 2015 vide postal ballot notice dated 2ndApril 2015 and this re-appointment shall not tantamount to break in the tenure ofappointment as Managing Director and all other terms and conditions of the appointmentshall also remains unchanged.

D. Independent directors

During the year under review all the independent directors had submitted theDeclaration of Independence as required pursuant to section 149(7) of the Companies Act2013 stating that they meet the criteria of independence as provided in section 149 (6) ofthe Companies Act 2013 read with applicable provisions of SEBI LODR 2015 or as perapplicable regulation of SEBI LODR 2015.

E. Fit and proper criteria for directors in terms of Revised Regulatory Framework forNBFC

During the year under review all the non-executive / independent directors hadsubmitted the 'Fit and Proper Criteria Declaration' required pursuant to RevisedRegulatory Framework for NBFC notified by RBI vide notification dated 10thNovember 2015 as part of Corporate Governance norms.

F. Directors' profile

A brief resume of Directors nature of their expertise in specific functional areas andnames of companies in which they hold Directorships Memberships / Chairmanships of BoardCommittees and shareholding in the Company are provided in this Report.

29) Performance Evaluation of the Board its Committees And Individual Directors

Pursuant to applicable provisions of the Companies Act 2013 and SEBI LODR 2015 andother applicable regulations circulars etc. the Board in consultation with itsNomination & Remuneration Committee has formulated a framework containing inter-alia the criteria for performance evaluation of the entire Board of the Company itsCommittees and Individual Directors including Independent Directors.

Pursuant to the provisions of the Companies Act 2013 and in terms of requirement ofRegulation 17(10) of SEBI LODR 2015 the Board has carried out an Annual PerformanceEvaluation of its own performance the Directors individually as well as the evaluation ofthe working of the Committees. On the basis of performance evaluation done by the Boardit shall be determined whether to extend or continue their term of appointment wheneverthe respective term expires.

The Independent Directors had met separately without the presence of Non-IndependentDirectors and the members of management and discussed inter-alia the performance ofnon-independent Directors and Board as a whole and the performance of the Chairman of theCompany after taking into consideration the views of executive and NonExecutive Directors.

The Nomination and Remuneration Committee has also carried out evaluation of Director'sperformance during Financial Year 2017-18.

30) Separate Meeting of Independent Director

During the year under review the Independent Directors of the Company meets withoutthe presence of non-independent directors on Friday February 09th 2018 in terms ofSection 149(8) and Schedule - IV and Clause 49 (B) (II) (6) read with regulation 25(3)& (4) of SEBI LODR 2015 without the attendance of non-independent directors andmembers of management.

They met to discuss the inter-alia amongst other items the following mandatory itemsviz. (a) to review the performance of non-independent directors and the Board as a whole;(b) to review the performance of the Chairperson of the company taking into account theviews of executive directors and non-executive directors; (c) to assess the qualityquantity and timeliness of flow of information between the company management and theBoard that is necessary for the Board to effectively and reasonably perform their duties.

31) Disclosure On Audit Committee

The Audit Committee as on March 31 2018 comprises of the following IndependentDirectors viz. Mr. Rakesh Kumar Joshi Mr. S.K. Goel Mrs. Kumud Gupta (being made memberin the Audit Committee w.e.f. 09th February 2018)

Further all recommendations of Audit Committee were accepted by the Board ofDirectors.

The detailed Audit Committee and its terms of reference and meetings held and attendedby the members during the year are mentioned in Corporate Governance Report Section.

During the year under review the company has complied with the requirements of Section178 of the Companies Act 2013 and regulation 18 of SEBI LODR 2015. The Members of theAudit Committee possess financial / accounting expertise / exposure. The Company Secretaryof the Company acts as the Secretary to the Committee.

The Statutory Auditors of the Company attends and participates in the meetings of theAudit Committee.

32) Disclosure on Nomination and Remuneration Committee and Nomination and RemunerationPolicy

The Nomination and Remuneration Committee as on March 31 2018 comprises of thefollowing Directors viz. Mr. S.K. Goel (Non-executive Independent Director) Mr. RakeshJoshi (Nonexecutive Independent Director) and Mrs. Kumud Gupta (Non-executive IndependentWoman Director being made member in the Committee w.e.f. 09th February 2018)

Further all recommendations of Nomination and Remuneration Committee were accepted bythe Board of Directors. The detailed Nomination and Remuneration Committee and its termsof reference and meetings held and attended by the members during the year are mentionedin Corporate Governance Report Section.

The detailed Nomination and Remuneration Committee and its terms of reference andmeetings held and attended by the members during the year are mentioned in CorporateGovernance Report Section.

The Board of Directors of your Company has on recommendation of the Nomination &Remuneration Committee framed the policy on appointment of Board members includingcriteria for determining qualifications positive attributes independence of a Directorand the policy on remuneration of Directors pursuant to the requirement under Section134(3)(e) and Section 178(3) of the Companies Act 2013

During the year under review the company has complied the requirements of Section 177of the Companies Act 2013 read with applicable regulation 19 of SEBI LODR 2015. TheCompany Secretary of the Company acts as the Secretary to the Committee.

The Policy is annexed at Annexure No. 11 to this report which forms integral part ofthis report. The contents of the policy are uploaded in company website and also stated inthe Corporate Governance Report.

33) Familiarization Policy and Programme

The Company has in place a familiarization Programme for its Independent Directorswhich shall be given to new Independent Directors upon joining and to existing IndependentDirectors on "need basis". The objective of the familiarization Programme is toprovide training to new Independent Directors at the time of their joining so as to enablethem to understand the Company - its operations business industry and environment inwhich it functions and the regulatory environment applicable to it. Besides theIndependent Directors are made aware of their role and responsibilities and liabilities atthe time of their appointment through a formal letter of appointment which alsostipulates their roles and responsibilities and various terms and conditions of theirappointment. Additionally regular updates on relevant statutory and regulatory changesare regularly circulated to all the Directors including Independent Directors.

During the Financial Year 2017-2018 there is one new Independent Woman Director isinducted on the Board viz. Mr. Kumud Gupta in the Board meeting held on 10th November 2017and who was given necessary Familiarization / Induction training as per company's existingpolicy on Familiarization Programme for Independent Directors of the Company. The docketcontaining all Business Policies of the Company and others details as part ofFamiliarization Programme was also handed over to Mrs. Kumud Gupta. Besides oneNonExecutive Independent Director viz. Mr. Praveen Sethia has resigned from the Board ofDirectors of Intec Capital Limited w.e.f. 30th January 2018 and resignation was noted inthe Board Meeting held on 9th February 2018

The details of Familiarization/ Induction training imparted during FinancialYear-2017-18 are as follows:

Heading Description
Nature of Training Familiarization/ Induction training
Date of Training Friday 10th November 2017
Start Time of Training 6:00 PM
End Time of Training 7:00 PM
Duration of Familiarization/ Induction training 1 hour
Venue of Training 703 Manjusha Building 19 Nehru Place New Delhi-110019

 

Name of Independent Directors attended training <<>>
Name Designation No. of hours
Mrs. Kumud Gupta Non-Executive Independent Woman Director i
Mr. S.K. Goel Non-Executive Independent Director i
<<>>

 

Company Secretary Mr. Puneet Sehgal
Details of Familiarization/ Induction training 1. Grievance redressal system and mechanism of our borrowers.
2. Company's All Board Level Policies but not limited to following viz. CSR Policy Related Party Transaction Policy SEBI Insider Trading Code SEBI Fair Practice Code Fair Practice Code (FPC) ion terms of RBI Fixed Assets Policy Investment Policy AML Policies Code of Conduct for Directors and KMP's Familiarization Programme for Independent Directors Provisioning Policy Archival Policy ALM Policy Risk Management Policy etc.
3. Company's Internal HR policies / processes & other policies but not limited to following Leave & Attendance Policy Code of Conduct of Employees Anti Sexual Harassment policy etc.

The Familiarization program / policy is uploaded in the company website on our website(http:// inteccapital.com/about-us/board-of-directors/ familiarization-programme/)

34) Disclosure of Board and Committee Meeting Process

A. Board material distributed in advance

The agenda and notes on agenda are circulated to Directors in advance and in thedefined agenda format. All material information is incorporated in the agenda forfacilitating meaningful and focused discussions at the meeting. Where it is notpracticable to attach any document to the agenda it is tabled before the meeting withspecific reference to this effect in the agenda. In special and exceptional circumstancesadditional or supplementary item(s) on the agenda are permitted.

B. Recording minutes of proceedings at board and

The Company Secretary records minutes of proceedings of each Board and Committeemeeting. Draft minutes are circulated to Board/Board Committee members for their comments.The minutes are entered in the Minutes Book within 30 days from the conclusion of themeeting.

C. Post meeting follow-up mechanism

The guidelines for Board and Board Committee meetings facilitate an effective postmeeting followup review and reporting process for decisions taken by the Board and BoardCommittees thereof. Important decisions taken at Board/Board Committee meetings arecommunicated promptly to the concerned departments/divisions. Action- taken report ondecisions/minutes of the previous meeting(s) is placed at the succeeding meeting of theBoard/Board Committee for noting.

D. Finalization of meetings

The Chairman of the Board and Company Secretary in consultation with other concernedmembers of the senior management finalize the agenda for Board meetings.

E. Compliance

The Company Secretary while preparing the agenda notes on agenda and minutes of themeeting(s) is responsible for and is required to ensure adherence to all applicable lawsand regulations including the Companies Act 1956/ Companies Act 2013 read with rulesissued thereunder as applicable and the Secretarial Standards as Notified by MinistryCorporate Affairs and issued by the Institute of Company Secretaries of India asapplicable.

35) Directors' Responsibility Statement

Pursuant to the requirements of Section 134 (5) of the Companies Act 2013 withrespect to 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 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 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.

36) Internal Financial Control (IFC) and its Adequacy on Financial Reporting

The Board has adopted policies and procedures for ensuring the orderly and efficientconduct of its business including adherence to the Company's policies the safeguardingof its assets the prevention and detection of frauds and errors the accuracy andcompleteness of the accounting records and the timely preparation of reliable financialdisclosures.

The Board of Directors confirms that the company has established systems standardsprocesses and structure which supports to implement Internal Financial controls across theorganization and which provide reasonable assurance regarding reliability of financialreporting and preparation of financial statements. The Directors Responsibility Statement(DRC) also emphasis that company's IFC are adequate and operating effectively withrespects to financial statements.

37) Statutory Auditors and Their Report

The Board noted this year consent and eligibility of existing Statutory Auditors viz.S. P. Chopra & Co. Chartered Accountants (Firm No.000346N) for conducting StatutoryAudit for the Financial Year 2018-19 ending on 31st March 2019.

It is noted that the requirement to place the matter relating to appointment ofAuditors for ratification by members at every Annual General Meeting is done away withvide notification dated May 7 2018 issued by the Ministry of Corporate Affairs NewDelhi. Accordingly no resolution is proposed for ratification of appointment of StatutoryAuditors viz. S. P. Chopra & Co. Chartered Accountants (Firm No.000346N) who wereappointed in the Annual General Meeting held on Wednesday 27th September 2017 for a firstblock of five (5) years to hold office from the conclusion of 23rd Annual General Meetingscheduled to be held in Calendar Year 2017 till conclusion of 28th Annual General Meetingscheduled to be held in Calendar Year 2022 for conducting the Annual Statutory Audit forthe respective Financial Years viz. starting from Financial Year 2017-2018 till FinancialYear 2021-2022.

During the year under review the current Statutory Auditor's viz. S. P. Chopra &Co. Chartered Accountants (Firm No.000346N) had submitted their Report for the financialyear ended 31st March 2018. The Independent Auditor's Report (Standalone andConsolidated) of Intec Capital Limited is of unmodified opinion and does not contain anyqualifications/ observations/ adverse remarks on true and fair view of FinancialStatements (standalone and consolidated) for financial year ended 31st March 2018presented to the Auditors. The Notes on financial statement referred to in the Auditors'Report are self-explanatory and do not call for any further comments.

38) Secretarial Auditor And Their Report

The Board again approved the re-appointment M/s. Sudhanshu Singhal & AssociatesRepresented through Proprietor viz. Mr. Sudhanshu Singhal Company Secretaries having C.P.No. 8762 to conduct Secretarial Audit for the FY 2018-19.

The Secretarial Audit Report for the year under review does not contain anyqualification reservation or adverse remark or disclaimer made by the secretarialauditor.

The Secretarial Audit Report for the financial year 2017-18 given by SecretarialAuditor in the prescribed form MR-3 is annexed at Annexure - 10 to this Report.

39) Internal Auditor And Their Report

The Board again approved the re-appointment of M/s. Mazars as Internal Auditors toconduct Internal Audit for the FY 2018-19.

During the year under review Mazars Internal Auditor's had submitted their Report forthe financial year 2017-18 for various quarters / period to the Audit Committee for itsreview and necessary action.

40) Risk Management Policy

The Company has in place a Risk Management Policy in line business requirement.

The Risk Management was constituted originally constituted on 8th January2013 and was reconstituted from time to time according to need of the company. The RiskManagement Committee has been entrusted with the responsibility of Formulation ofpolicies procedures and practices to identify evaluate address and monitor risk and toensure business growth plans are supported by effective risk infrastructure. The Riskpractices and conditions adopted are appropriate for the business environment and toassist the Board in discharge of its duties & responsibilities and in overseeing thatall the risks that the organization faces such as strategic financial credit marketliquidity security property IT legal regulatory reputational and other risks havebeen identified and assessed and there is an adequate risk management infrastructure inplace capable of addressing those risks.

The detailed information on Risk Management Committee its constitution its meetingheld and attended during the year under review is separately mentioned in CorporateGovernance Report Section.

The Company has introduced several improvements to existing internal policies /processes / framework / audit methodologies to mitigate / minimize the enterprise risk.

41) Whistle Blower / Vigil Mechanism

The Company promotes ethical behavior in all its business activities and has put inplace a mechanism of reporting illegal or unethical behavior. The Company has a whistleblower policy / vigil mechanism in terms of requirement of Section 177 (9) and otherapplicable provisions of the Companies Act 2013 read with Regulation 4(2) (d) (iv) ofSEBI LODR 2015 wherein the employees are free to report violations of laws rulesregulations or unethical conduct to their immediate supervisor or such other person asmaybe notified by the management to the workgroups. The confidentiality of those reportingviolations is maintained and they are not subjected to any discriminatory practice

The Whistle Blower / Vigil Mechanism Policy is also available on our Company website toreport any genuine concerns about unethical behavior any actual or suspected fraud orviolation of Company's Code of Conduct in terms of regulation 46(2)(e) of SEBI LODR 2015.

The Audit Committee of your company also reviews the functioning of the whistle blowermechanism on quarterly basis;

42) Particulars of Employees Key Managerial Personnel and Related Disclosures

During the year under review the information related to Statement of particulars ofemployees pursuant to the provisions of Section 197(12) of the Companies Act 2013 readwith Rule 5(2) & (3) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 for the financial year ended 31st March 2018 is annexed atAnnexure - 13 which forms part of this report.

Disclosures pertaining to remuneration and other details as required under Section197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 is annexed at Annexure - 14 which forms part of thisreport.

Also in terms of provisions of section 136(1) of the said Act these particulars willbe made available to shareholder on request. The said information is available forinspection at the registered office of the Company during working hours and any memberinterested in obtaining such information may write to the Company Secretary and the samewill be furnished on request.

The full Annual Report including the aforesaid information is being sent electronicallyto all those members who have registered their email addresses and is available on theCompany's website.

None of directors is holding any shares in the company except Mr. Sanjeev GoelManaging Director holding 644464 fully paid equity shares as individual promoter category

During the year ended March 31 2018 Mr. Sanjeev Goel Managing Director was paid theremuneration amounting Rs. 12999996 Lacs (Rupees One Crore Twenty Nine Lakhs Ninety NineThousand Nine Hundred Ninety Six Only) the break-up of which is mentioned in Annexure -7of this report in Compliance with the applicable provisions of the Companies Act 2013read with rules made there under in compliance with Schedule V of the Companies Act 2013and alsoin conformity with MCA Orderdated 01/08/2017 related to Managing Directorremuneration starting from 1st April 2016 till 31st March 2019.

43) Particulars of Loans Guarantees or Investments Under Section 186 of the CompaniesAct 2013

Loans guarantees and investments covered under Section 186 of the Companies Act 2013form part of the Notes to the financial statements provided in this Annual Report pursuantto Section 134(3) (g) of the Companies Act 2013.

44) Green Initiatives and E-Voting

Under go green Initiative in Corporate Governance we have started go Paperless as asustainability initiative and minimizing our impact on the environment.

Under this Go Green initiative electronic copies of the Annual Report 2018 and Noticeof 24th Annual General Meeting are given to the Memberss whose email addressesare registered with the Company/RTA.

For other members who have not registered their email addresses physical copy of theAnnual Report and Notice of AGM are sent in the permitted mode. Members requiring physicalcopies can send a request to Compliance Officer of the Company.

The Company is providing e-voting facility to all its members to enable them to casttheir votes electronically on all the resolutions set forth in the Notice. This ispursuant to Section 108 of the

Companies Act 2013 and Rule 20 of the Companies (Management and Administration) Rules2014. The instructions for e-voting is provided in the Notice.

45) Reminder To Investors:

Reminders for unclaimed shares unpaid dividend are sent to shareholders/debentureholders as per records every year.

46) Disclosures Under Section 217(1)(E) of The Companies Act1956

The details of Conservation of Energy Technology Absorption Foreign Exchange Earningsand Outgo is information is furnished below pursuant to provisions of Section 134 of theCompanies Act 2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014

Rule
8(3) (A) Conservation of Energy: Not Applicable
8(3) (B) Technology Absorption: Not Applicable
8(3) (C) Foreign Exchange Earnings And Outgo Current Year Previous Year
Out flow: NIL NIL
Inflow: NIL NIL

47) Annual Report

The Annual Report containing inter alia Audited Financial Statement ConsolidatedFinancial Statements Directors' Report Auditors' Report and other important informationis circulated to members and others entitled thereto. The Management's Discussion andAnalysis (MD&A) Report forms part of the Annual Report and is displayed on theCompany's website.

48) BSE Corporate Compliance & Listing Centre (The 'Listing Centre‘):

BSE's Listing Centre is a web-based application designed for corporates. All periodicalcompliance filings like shareholding pattern corporate governance report media releasesamong others are also filed electronically on the Listing Centre.

49) SEBI Complaints Redress System (Scores)

The investor complaints are processed in a centralized web-based complaints redresssystem. The salient features of this system are: Centralized database of all complaintsonline upload of Action Taken Reports (ATRs) by concerned companies and online viewing byinvestors of actions taken on the complaint and its current status.

50) HRD Initiatives- Training & Development

The Company recognizes the importance of Human Resource and the continuous need fordevelopment of the same. The Company stresses on the need to continuously upgrade thecompetencies of its employees and equip them with the latest developments. In order toachieve this the Company organizes various programs including inhouse training andprofessional skills development programs across all levels of employees. The company alsofocused on Regional Level Induction & training covering corporate presentations &function specific knowledge and skills. Training Basic Certification Module Process forSales and Collection has also been implemented and has achieved 45 certifications.

As part of HRD Initiatives the company has started giving Monthly Extra Miler awardsbased on various parameters viz. Result Boundary less Behavior Operational ExcellencePositive Attitude & Behavior

51) Report Under the Prevention of Sexual Harassment Act

Your Company recognizes its responsibility and continues to provide a safe workingenvironment for women free from sexual harassment and discrimination and to boost theirconfidence morale and performance.

Pursuant to the legislation 'Prevention Prohibition and Redressal of Sexual Harassmentof Women at Workplace Act 2013' introduced by the

Government of India which came into effect from 9 December 2013 the Company hasframed a Policy on Prevention of Sexual Harassment at Workplace which is also reviewed bythe Committee at regular intervals. There was no case reported during the year underreview under the said Policy.

The employee relations in the Company continued to be healthy cordial and progressive.

52) Acknowledgements

The Board of Directors would like to convey their appreciation to the CustomersShareholders Vendors Banks Financial Institutions various Government Authorities RBISEBI and Stock Exchanges for their cooperation and support throughout the year.

The Board recognizes that it is accountable to shareholders for the performance of theCompany believes in transparency in its conduct and strives to disseminate the materialinformation to the shareholders and the public.

Looking forward to receive continued patronage from all our business partners andassociates to become better and strong organization.

The Board of Directors would also place on record the appreciation for thecontributions made by the employees at all levels.

Your Directors place on record their gratitude to the Central Government StateGovernments and Company's Bankers for the assistance cooperation and encouragement theyextended to the Company. Your Directors also wish to place on record their sincere thanksand appreciation for the continuing support and unstinting efforts of investors vendorsdealers business associates and employees in ensuring an excellent all around operationalperformance.

For Intec Capital Limited
Date : 28th August 2018 Sanjeev Goel S.K. Goel
Place : New Delhi Managing Director Non-executive Independent Director