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Intec Capital Ltd.

BSE: 526871 Sector: Financials
NSE: N.A. ISIN Code: INE017E01018
BSE 00:00 | 11 Aug 17.05 -1.20






NSE 05:30 | 01 Jan Intec Capital Ltd
OPEN 17.00
52-Week high 29.90
52-Week low 14.00
Mkt Cap.(Rs cr) 31
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OPEN 17.00
CLOSE 18.25
52-Week high 29.90
52-Week low 14.00
Mkt Cap.(Rs cr) 31
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Intec Capital Ltd. (INTECCAPITAL) - Director Report

Company director report


The Members

Your Directors have pleasure in presenting their report on business andoperations of the Company together with 27th Annual Audited Accounts for the financialyear ended 31st March 2021.


Intec Capital Limited (“Company” or “ICL”) wasincorporated in India on February 15 1994 was registered with Reserve Bank of India(RBI) as a

Non-Banking Financial Company (NBFC) vide certificate No. B-14.00731dated May 4 1998 in the name of Intec Securities Limited. Subsequently due to change inname of the company the company received a revised certificate of registration(‘CoR') in the name of Intec Capital Limited on November 4 2009 under section 45-1Aof Reserve Bank of India Act 1934.


The performance of the Company for the Financial Year ended March312021 is summarized below:

(Amounts in Rs. lakhs)




FY2021 FY2020 FY2021 FY2020
Total Revenue 804.07 1723.91 696.49 1621.39
Less: Total expenses (1021.16) 6442.59 1004.53 6461.18
Profit/(Loss) before Taxation & Exceptional Items 1825.23 (4718.68) 1701.02 (4839.79)
Gain on Extinguishment of borrowings under One Time Settlement 864.53




Profit/loss before Taxation 2689.76 (4718.68) 2565.55 (4839.79)
Tax expenses:
Deferred tax 755.85 (979.06) 755.85 (979.60)
Earlier year tax 30.32 (121.43) 30.32 (121.43)
Profit/Loss after Tax 1903.59 (3617.65) 1779.38 (3738.76)

Note: The above figures are extracted from the Consolidated andStandalone Financial Statements prepared in accordance with Indian Accounting Standards(“Ind AS”) as notified under Sections 129 and 133 of the Companies Act 2013(“the Act”) read with the Companies (Accounts) Rules 2014 and other relevantprovisions of the Act and the Securities and Exchange Board of India (Listing Obligationsand Disclosure Requirements) Regulations 2015 (“SEBI Listing Regulations”).


As per Section 45-IC of the Reserve Bank of India Act 1934 (‘RBIAct') every NBFC is required to transfer a sum not less than twenty percent of its netprofit for the year to the ‘Statutory Reserve as per Section 45-IC of RBI Act'. Asduring the year the company has transferred Rs. 380.72 lacs (Previous Year: no profit) tothe said reserve.


Highlights of the Company's consolidated performance for the financialyear ended 31st March 2021 are as under:

• Consolidated Revenue: Rs. 6.96 Crore

• Consolidated Net Profit: Rs. 17.79 Crore

In accordance with the provisions of the Act Regulation 33 of the SEBIListing Regulations and applicable Accounting Standards the Audited ConsolidatedFinancial Statements of the Company for the financial year 2020-21 together with theAuditors' Report form part of this Annual Report.

The Audited Financial Statements including the Consolidated FinancialStatements of the Company as stated above and all other documents required to be attachedthereto are available on the Company's website at The financial results of the Company and itsSubsidiaries are elaborated in the Management

Discussion and Analysis Report which forms part of this Annual Report.

Pursuant to Section 129(3) of the Companies Act 2013 a separatestatement containing the salient features of the financial statements of subsidiaryCompany in the prescribed form AOC-1 has been annexed at Annexure-1 to this report andforms integral part of the Annual Report.


Implementation of Indian Accounting Standards (IND AS) converged withInternational Financial Reporting Standards (IFRS)

As mandated by Companies (Indian Accounting Standards) Rules 2015Non-Banking Financial Company (NBFCs) whose equity or debt securities are listed on anystock exchange in India or outside India and having net worth less than rupees fivehundred crore are required to comply with the Indian Accounting Standards (IND AS) forFinancial Statements for accounting periods beginning from April 1 2019 onwards withcomparatives for the period ending March 312019.

Accordingly the annual financial statements are prepared as per IndianAccounting Standards.

6. presentation of financial statements

The Audited Financial Statements of the Company for the financial yearunder review have been disclosed as per Division III of Schedule III to the Act.


In first half of FY 2020-21 collections were impacted due to theannouncement of lock down and rescheduling of payments as per the COVID- 19 - RegulatoryPackage announced by the regulator on repayments between March 1 2020 to August 312020.With the increase in economic activity post partial lockdowns being lifted collectionefficiencies across the lending entities have improved post September 2020.

The second wave of COVID-19 and its potential impact has now raisedquestions on the economic growth and credit off take in India. Imposition of sudden lockdowns / delay in vaccination program could result in a deeper economic recession in nearfuture posing threats for our lending business and may impact disbursals and consequentgrowth in the portfolio. The pressure on asset quality is expected to mount due tolockdown coupled with cash flow and liquidity issues for retail and MSME segments.

All operations and servicing of clients were smoothly ensured withoutany interruptions as the activities of trading settlement Stock Exchanges and depositoryfunctions are fully-automated and seamless. Based on the facts and available figures theCompany has been operating in the normal course and there have been no adverse impact onthe liquidity revenues or operational parameters during the year ended March 31 2021.


The Issued Subscribed and paid-up Equity Share Capital of the Companyas on 31st March 2021 is Rs. 183662500.00 (Rupees Eighteen crores Thirty Six LakhsSixty Two thousand Five Hundred Only).

There was no public issue rights issue bonus issue or preferentialissue etc. during the year. The Company has not issued shares with differential votingrights sweat equity shares nor has it granted any stock options.


The company continues to evaluate and manage its dividend policy tobuild long term shareholder value. Due to paucity of funds your Directors does notrecommend dividend during this year.


Covid-19 pandemic and subsequent nationwide lockdown imposed hasadversely impacted the cash flow of Company during the Financial Year 2020-21. The Companyis continuously endeavoring to deal with the situation and boost collections by means ofincentivizing customers to make regular payments. However the extent of impact isdifficult to crystallize. Nevertheless in current FY 20-21 Company has a profit of Rs.1903.59 lacs as compared to the loss of last FY 19-20 of Rs 3617.65 lacs. Profit in thisFY 20-21 is mainly because of reversal of impairment on financial instruments of Rs2015.30 lakhs and gain on extinguishment of borrowings under one time settlement withbanks of Rs 864.53 lakhs.

Save and except the effect of the above there have been no materialchanges and commitment affecting financial position of the Company/change in the nature ofthe business.


As on March 312021 the Company does not have any associate companyJoint venture but have one 99.9984% Wholly Owned Subsidiary i.e. Amulet TechnologiesLimited which was incorporated as private limited company on 30th April 2011.It converted in public limited company on 27th March 2012.

The Primary objective of company is to offer consultancy advisory& all related services in all areas of information technology including computerhardware & software data communication telecommunications manufacturing &process control & automation artificial intelligence natural language processing.


During the year under review no credit ratings / revision in CreditRatings were done by CARE Rating.

The ratings done by CARE during Financial Year ended 31st March 2021done during financial 2020-21 for Facilities is as follows: that all the risks that theorganization faces such as strategic financial credit market liquidity securityproperty IT legal regulatory reputational and other risks have been identified andassessed and there is an adequate risk management infrastructure in place capable ofaddressing those risks.

The detailed information on Risk Management Committee its constitutionits meeting held and attended during the year under review is separately mentioned inCorporate Governance Report Section.

The Company has introduced several improvements to existing internalpolicies / processes / framework/ audit methodologies to mitigate / minimize theenterprise risk.

14. internal financial controls

The Board has adopted policies and procedures for ensuring the orderlyand efficient conduct of its business including adherence to the Company's policies thesafeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation ofreliable financial disclosures.

CARE Ratings
Facilities Amount (Rs. in Crores) Ratings Remarks
Long-term Bank Facilities Rs. 95.36 (Rupees Ninety Five Crores and Thirty Six Lakhs only) CARE D; ISSUER NOT COOPERATING (Single D ISSUER NOT COOPERATING) Rating moved to ISSUER NOT COOPERATING category
Total Facilities Rs. 95.36 (Rupees Ninety Five Crores and Thirty Six Lakhs only)


The Company has in place a Risk Management Policy in line businessrequirement. The Risk Management Committee was constituted originally on 8th January 2013and was reconstituted from time to time according to need of the company. There after theAsset Liability Committee was merged with Risk Management Committee and formed AssetLiability Cum Risk Management Committee (ALRMC) on 9th February 2020. ThisCommittee has been entrusted with the responsibility of Formulation of policiesprocedures and practices to identify evaluate address and monitor risk and to ensurebusiness growth plans are supported by effective risk infrastructure. The Risk practicesand conditions adopted are appropriate for the business environment and to assist theBoard in discharge of its duties & responsibilities and in overseeing

The Board of Directors confirms that the company has establishedsystems standards processes and structure which supports to implement Internal Financialcontrols across the organization and which provide reasonable assurance regardingreliability of financial reporting and preparation of financial statements. The DirectorsResponsibility Statement (DRS) also emphasis that company's IFC are adequate and operatingeffectively with respects to financial statements.

15. internal control systems

The Company's internal control system is designed to ensure operationalefficiency protection and conservation of resources accuracy and promptness in financialreporting and compliance with laws and regulations. The internal control system issupported by an internal audit process for reviewing the design adequacy and efficacy ofthe Company's internal controls including its systems and processes and compliance withregulations and procedures. Internal Audit Reports are discussed with the Management andare reviewed by the Audit Committee of the Board which also reviews the adequacy andeffectiveness of the internal controls in the Company.

The Company's internal control system is commensurate with its size andthe nature of its operations.


The Company recognizes the importance of Human Resource and thecontinuous need for development of the same. The Company stresses on the need tocontinuously upgrade the competencies of its employees and equip them with the latestdevelopments. In order to achieve this the Company organizes various programs includinginhouse training and professional skills development programs across all levels ofemployees. The company also focused on Regional Level Induction & training coveringcorporate presentations & function specific knowledge and skills.


In accordance with Section 135 of the Act your Company has a CorporateSocial Responsibility (“CSR”) Committee. The CSR Committee has formulated andrecommended to the Board a Corporate Social Responsibility Policy (“CSRPolicy”) indicating the activities to be undertaken by the Company which has beenapproved by the Board.

The company firmly believes that our society can truly progress ifevery individual is included and empowered in the story of development. Thereby companyis not just focused around the offices of the Company but also improves a healthy &prosperous environment and to improve the quality of life for the next generation.

The Company has average net loss of Rs. 4651.37 Lakhs in precedingthree financial years therefore the Company is not required to spent CSR Expenditure.

The CSR Policy is available on the Company's website at

In view of aggregate losses as per the calculation of net profits asper the provisions of the Act your Company was not required to spend any amount towardsCSR during the financial year under review. Accordingly no CSR activity was undertaken bythe Company during the FY 2020-21.

The Annual Report on Corporate Social Responsibility (CSR) and on CSRActivities pursuant to clause (o) of sub-section (3) of section 134 of the Act and Rule 9of the Companies (Corporate Social Responsibility) Rules 2014 is annexed at Annexure-2 tothis report which forms integral part of Annual Report.

Further details on the CSR Committee are provided in the CorporateGovernance Report which forms part of this Annual Report.


The Company is registered with the RBI as a Non- Systemically ImportantNon-Deposit taking - NonBanking Financial Company. The Company has complied with andcontinues to comply with all applicable laws rules circulars and regulations.

With respect to provisioning of Non-Performing Assets the Companyfollows stricter norms than those prescribed by RBI.

The snapshot of the Capital Adequacy Ratio (CAR) of the company incomparison with the previous year on standalone basis and on consolidated basis is asfollows:





As at 31 March 2021 As at 31 March 2020 As at 31 March 2021 As at 31 March 2020
Tier I Capital 330.16 119.18 1686.84 1291.40
Tier II Capital 1.18 66.28 1.18 66.28
Total Capital Funds 331.34 185.46 1688.02 1357.68
Risk Weighted Assets 11772.38 10021.13 10935.28 9504.59
CET1 capital ratio 2.80% 1.19% 15.43% 13.59%
CET2 capital ratio 0.01% 0.66% 0.01% 0.70%
Total capital ratio 2.81% 1.85% 15.44% 14.29%


The Company has not accepted any deposit within the meaning of theCompanies (Acceptance of Deposits) Rules 2014 or Chapter V of the Act and guidelines anddirections of Non-Banking Financial Companies (Acceptance of Public Deposits) (ReserveBank) Directions 2016 as prescribed by Reserve Bank of India in this regard and as suchno details are required to be furnished.


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

21. Board OF Directors

21.1 Appointment of Directors

During the year under review 2 (two) NonExecutive IndependentDirectors was appointed on the Board of the Company. Mr. Ramesh Tyagi (DIN 09009275) andMrs. Alka Garg (DIN: 0829898) appointed as Non-Executive & Independent Director on theBoard of the Company w.e.f. 26th December 2020 subject to shareholdersapproval.

Further Ms. Shilpy Chopra Non-Executive Independent Woman Director wasappointed on the Board of the Company from 12th May 2021 subject toshareholders approval.

21.2 Re-appointment of director liable to retire by rotation

At the 27th Annual General Meeting of the Company theDirectors recommends the re- appointment Mr. Sanjeev Goel (DIN: 0028702) Managing Directoron the Board of Directors of the Company who is liable to retire by rotation and beingeligible offer himself for re-appointment and his reappointment shall not tantamount tobreak in the tenure of appointment as Managing Director and all other terms and conditionsof the re-appointment shall also remain unchanged pursuant to the provisions of CompaniesAct 2013.

21.3 Resignation

During the year under review Mrs. Kumud Gupta Non-ExecutiveIndependent Woman Director has resigned from the Board as on 31st March 2021 due toadvancing of age.

Further Mrs. Alka Garg Non-Executive Independent Woman Director hasresigned from the Board as on 13 July 2021 on account of pre- occupation in otherassignments.

21.4 Independent Directors and their declaration

During the year under review all the independent directors hadsubmitted the Declaration of Independence as required pursuant to section 149(7) of theCompanies Act 2013 stating that they meet the criteria of independence as provided insection 149 (6) of the Companies Act 2013 read with applicable provisions of SEBI LODR2015 or as per applicable regulation of SEBI LODR 2015.

In the opinion of the Board the Independent Directors of the Companyfulfill the conditions specified in the Act and Listing Regulations and have complied withthe Code for Independent Directors prescribed in Schedule IV to the Act and areindependent of the management.

The Board is of the opinion that the Independent Directors of theCompany possess requisite qualifications experience and expertise and that they holdhighest standards of integrity. In terms of Section 150 of the Act read with the Companies(Appointment & Qualification of Directors) Rules 2014 the Independent Directors ofthe Company have registered themselves with the data bank of Independent Directors createdand maintained by the Indian Institute of Corporate Affairs Manesar (“IICA”).Further the Independent Directors are required to undertake an online proficiencyself-assessment test conducted by the IICA within a period of two year from the date ofinclusion of their names in the data bank. The said online proficiency self assessmenttest would be undertaken by the Independent Directors of the Company within the stipulatedtime period.

21.5 Directors' Profile

Detailed profile of the above Directors pursuant to Schedule V to theCompanies Act 2013 Regulation 36(3) of Listing Regulations and relevant provisions ofSecretarial Standard on General Meetings is given as follows:

1. Mr. Sanjeev Goel is the Founder & Managing Director of IntecCapital Ltd. With over 28 years of experience he's the main driving force behind thesuccess of Intec Capital Ltd. Sanjeev stepped into the corporate world more than 27 yearsago as a Financial Controller of Jay Bharat Maruti Ltd. His aspiration to become anentrepreneur led to the genesis of Intec Securities (now Intec Capital Limited) in 1994with a vision to place the Company as the most preferred financial service provider forevery Indian entrepreneur. His rich experience of the financial market and in SME segmentcoupled with his ability to gain the confidence of stakeholders and customers andpositioned the Company as one of the leading Non-Banking Financial Institutions in India.Mr. Goel is a Chartered Accountant and holds a Master's Degree in International Financefrom the University of LOWA (USA).

2. Mr. S. K. Goel has more than 43 years of experience in the technicalfield and his technical expertise has come in very handy for the company as most of theenterprises funded by Intec are technology based enterprises. In the past he has servedin industries such as Power (Nuclear Coal Gas & Hydro) Petrochemical and MarineDefense & Structural (Bridges and Buildings). He has held esteemed positions atHindustan Engineering Inspection Services and ISGEC. Presently he is associated with AtlasEngineering & Inspection Services Private Limited as Director. Mr. Goel holds aBachelor's degree in Science. He is a certified Level III professional and is also amember of American Society for Nondestructive Testing and American Welding Society.

3. Mr. Rakesh Kumar Joshi has over 33 years of experience in the fieldof Accounts Finance & General Administration. In the past he has held various seniorpositions in Media Engineering Software Telecommunication Real Estate Hospitality& Infrastructure Industries. He also served as Alternate Director in addition to VicePresident (Finance) during his association with Carl Schenck AG (German MNC). He has alsoserved as Group Finance Controller for a large conglomerate group at the internationallevel in Africa. Presently he is Chief Financial Officer of an infrastructure companywhich is a subsidiary of Ahluwalia Contracts (India) Limited. Mr. Joshi is a CharteredAccountant. He also holds Diploma in Corporate Law from Indian Law Institute (FordFoundation) & Master's in Business Administration from FMS- University of Delhi.

4. Mrs. Kumud Gupta is a Non-Executive Independent Woman Director onthe Board of Directors of Intec Capital limited. She is a Bachelor of Science fromJadavpur University Kolkata. Being a matured woman having an age of 75 years and ascience graduate Mrs. Kumud Gupta has added diversity to the Board of Directors and hervast knowledge had prove to be of significant value addition to Intec Capital Limited.Mrs. Kumud Gupta Non-Executive Independent Woman Director has resigned from the Board ason 31st March 2021 due to advancing of age.

5. Mr. Ramesh Tyagi is a retired officer of Ministry of Defence. He hadretired from his post in the year 2010. He was born in Delhi and he is Post Graduate inARTS stream from Delhi University. Post retirement he contributes his experiences towardsvarious organisations by assisting and consulting them for a greener environment as socialcause.

6. Mrs. Alka Garg is Director of Noida Aluminium Company PrivateLimited since 2005. She was born in Jaipur Rajasthan. Her schooling was from Sant AngeliaSofia School from Jaipur. She is Post Graduate in Fine Arts from University of Rajasthan.Mrs. Alka Garg Non-Executive Independent Woman Director has resigned from the Board as on13th July 2021 on account of pre- occupation in other assignments.

7. Ms. Shilpy Chopra is a Qualified Company Secretary. She holdsMasters Degree in Commerce and Business Administration (Finance). She is also a LawGraduate. She has experience more then 12 years in field of Advisory. She is anIndependent Director in 3 (three) Listed Companies.


Pursuant to applicable provisions of the Companies Act 2013 and SEBILODR 2015 and other applicable regulations circulars etc. the Board in consultationwith its Nomination & Remuneration Committee has formulated a framework containing inter-aliathe criteria for performance evaluation of the entire Board of the Company its Committeesand Individual Directors including Independent Directors.

Pursuant to the provisions of the Companies Act 2013 and in terms ofrequirement of other applicable provisions of SEBI LODR 2015 the Board has carried outan Annual Performance Evaluation of its own performance the Directors individually aswell as the evaluation of the working of the Committees. On the basis of performanceevaluation done by the Board it shall be determined whether to extend or continue theirterm of appointment whenever the respective term expires.

The Independent Directors had met separately without the presence ofNon-Independent Directors and the members of management on Friday February 12th 2021 anddiscussed inter-alia the performance of non-independent Directors and Board as awhole and the performance of the Chairman of the Company after taking into considerationthe views of Executive and NonExecutive Directors.

The Nomination and Remuneration Committee has also carried outevaluation of Director's performance during Financial Year 2020-21.


The Nomination and Remuneration Committee as on March 31 2021comprises of the following Directors viz. Mr. S. K. Goel (Non-Executive IndependentDirector) Mr. Rakesh Joshi (Non Executive Independent Director) and Mrs. Kumud Gupta(Non-Executive Independent Woman Director). Further Mrs. Kumud Gupta Non ExecutiveIndependent Woman Director has resigned from the Board as on 31st March 2021 due toadvancing of her age.

Further all recommendations of Nomination and Remuneration Committeewere accepted by the Board of Directors. The detailed Nomination and RemunerationCommittee and its terms of reference and meetings held and attended by the members duringthe year are mentioned in Corporate Governance Report Section.

The Board of Directors of your Company has on recommendation of theNomination & Remuneration Committee framed the policy on appointment of Board membersincluding criteria for determining qualifications positive attributes independence of aDirector and the policy on remuneration of Directors pursuant to the requirement underSection 134(3)(e) and Section 178(3) of the Companies Act 2013.

During the year under review the company has complied the requirementsof Section 178 of the Companies Act 2013 read with applicable regulation 19 of SEBILODR 2015.

The Policy is annexed at Annexure-3 to this report which forms integralpart of this report. The contents of the policy are uploaded in the Company's website


During the year under review the information related to Statement ofparticulars of employees pursuant to the provisions of Section 197(12) of the CompaniesAct 2013 read with Rule 5(2) & (3) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 for the financial year ended 31st March 2021 is annexedat Annexure-4 & Annexure-4A which forms part of this report.

None of directors is holding any shares in the company except Mr.Sanjeev Goel Managing Director holding 644464 fully paid-up equity shares as individualpromoter category.

During the year ended March 31 2021 Mr. Sanjeev Goel ManagingDirector was paid the remuneration amounting Rs. 12999996.00 (Rupees 129.99 Lakhs) thebreak-up of which is mentioned in corporate governance report which forms part of thisreport is in compliance with the applicable provisions of the Companies Act 2013 readwith rules made there under in compliance with Schedule-V of the Companies Act 2013.


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


Pursuant to the provisions of Section 203 of the Act Mr. Sanjeev GoelManaging Director Ms. Vandana Das Company Secretary (“CS”) Ms. RadhikaRautela Chief Financial Officer (“CFO”) were the Key Managerial Personnel(“KMP”) of the Company as on March 312021.

Further Mr. Puneet Sehgal ceased to be the Company Secretary of thecompany with effect from July 31st 2020 Ms. Shefali Singhal has been appointed as theCompany Secretary and KMP of the company with effect from September 11th 2020and resigned from the post as on 30th November 2020 and Mr. Raj Kumar Anandceased to be the Chief Financial Officer (“CFO”) with effect from August 14th2020 and Ms. Radhika Rautela has been appointed as Chief Financial Officer(“CFO”) and KMP with effect from September 11th 2020.

Further Ms. Vandana Das was appointed as Company Secretary andCompliance Officer with effect from December 1 st 2020.


Based on the framework of internal financial controls and compliancesystems established and maintained by the Company work performed by the InternalStatutory and Secretarial Auditors including audit of internal financial controls overfinancial reporting by the Statutory Auditors and the reviews performed by the Managementand the relevant Board Committees including the Audit Committee the Board is of theopinion that the Company's internal financial controls were adequate and effective duringFY 2020-21.

Accordingly pursuant to Section 134(5) of the Act the Board ofDirectors to the best of their knowledge and ability confirm that:

a) in the preparation of the annual accounts the applicable accountingstandards and guidance provided by The Institute of Chartered Accountants of India havebeen followed and that there are no material departures thereof;

b) they had 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 and cash flows of the Company for the year;

c) they had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities;

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

e) they had laid down internal financial controls to be followed by theCompany and that such internal financial controls were adequate and operating effectively;

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

These Financial Statements have been prepared in accordance with Ind ASas notified under the Companies (Indian Accounting Standards) Rules 2015 read withSection 133 of the Act.

28. corporate governance report

The Company is committed to maintain the highest standards of CorporateGovernance and adhere to the Corporate Governance requirements set out by the Securitiesand Exchange Board of India (“SEBI”). The Company has also implemented severalbest governance practices. The report on Corporate Governance for the financial year endedon March 31 2021 along with Certificate issued by the M/s Arpit Garg and AssociatesCompany Secretaries confirming the compliance to applicable requirements related tocorporate governance as stipulated under Schedule V of the Listing Regulations forms partof this Annual Report as Annexure-5 & Annexure-5A .

29. number of meetings of board of DIRECToRS

The Board of Directors along with its Committees provides leadershipand guidance to the Company's Management and directs supervises and controls theactivities of the Company.

The size of the Board is commensurate with the size and business of theCompany. As on March 31 2021 the Board comprised Six Directors viz. Mr. Sanjeev GoelMr. S. K. Goel Mr. Rakesh Kumar Joshi Mrs. Kumud Gupta Mr. Ramesh Tyagi & Mrs. AlkaGarg.

Mr. S. K. Goel Mr. Rakesh Kumar Joshi Mrs. Kumud Gupta Mr. RameshTyagi & Mrs. Alka Garg are the Independent Directors (“ID”) while Mr.Sanjeev Goel is the Managing Director of the Company.

During FY 2020-21 Seven Meetings of the Board of Directors were heldon the following dates:

Friday 8th May 2020 Saturday 20th June 2020 Thursday 9th July2020 Friday 11th Sept 2020 Thursday 12th Nov 2020 Saturday 28th Nov 2020 andFriday 12th Feb 2021.

The details of Board and committee meetings held during the financialyear ended on 31st March 2021 and attendance thereto are set out in theCorporate Governance Report enclosed as Annexure-5 which forms part of this report.


The Board has constituted Committees with specific terms of referenceto focus effectively on specific issues and ensure expedient resolution of diversematters. These include the Audit Committee; Asset Liability Cum Risk Management Committee;Stakeholders/ Investors' Grievances Cum Share Transfer Cum Stakeholder RelationshipCommittee; Nomination and Remuneration Committee; Corporate Social ResponsibilityCommittee.

The Company Secretary is the Secretary of all the aforementionedCommittees.

The Board of Directors and the Committees also take decisions byResolutions passed through Circulation which are noted by the Board / respectiveCommittees of the Board at their next meetings. The Minutes of meetings of all Committeesof the Board are circulated to the Board of Directors for noting.

Other details of the committees of the Board are disclosed in theCorporate Governance Report.


The Company is in compliance with SS - 1 i.e. Secretarial Standard onMeetings of the Board of Directors and SS - 2 i.e. Secretarial Standard on Generalmeetings issued by The Institute of Company Secretaries of India (ICSI).


The Company promotes ethical behavior in all its business activitiesand has put in place a mechanism of reporting illegal or unethical behavior. The Companyhas a whistle blower policy / vigil mechanism in terms of requirement of Section 177 (9)and other applicable provisions of the Companies Act 2013 read with Regulation 4(2)(d)(iv) of SEBI LODR 2015 wherein the employees are free to report violations of lawsrules regulations or unethical conduct to their immediate supervisor or such other personas maybe notified by the management to the workgroups. The confidentiality of thosereporting violations is maintained and they are not subjected to any discriminatorypractice.

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



The Company is committed to providing and promoting a safe and healthywork environment for all its employees. A ‘Prevention of Sexual Harassment' Policywhich is in line with the statutory requirements along with a structured reporting andredressal mechanism including the constitution of Internal Complaints Committee inaccordance with the provisions of the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 (“the POSH Act”) is in place.

During FY 2020-21 the complaints received and the details relatingthereto were as follows for the period under review:

Particulars Nos.
No. of Complaints Pending at the NIL
Beginning of the Year
No. of Complaints Received and NIL
Resolved during the year
No. of Complaints Pending at the NIL
End of the Year


The requirement to place the matter relating to appointment of Auditorsfor ratification by members at every Annual General Meeting is done away with videnotification dated May 7 2018 issued by the Ministry of Corporate Affairs. Accordinglyno resolution is proposed for ratification of appointment of Statutory Auditors viz. S. P.Chopra & Co. Chartered Accountants (Firm No. 000346N) who were appointed in theAnnual General Meeting held on Wednesday 27th September 2017 for a first blockof five (5) years to hold office from the conclusion of 23rd Annual General Meetingscheduled in the 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.


Qualification reported by Statutory Auditors

1. For Standalone Financial Statements

:The Company has availed term loans and working capital facilities fromvarious banks however slow down of its lending business and increased level ofnon-performing / impaired loan portfolio has impacted its cash flow / liquidity and theCompany is unable to service term loans and working capital facilities including interestthereon to certain banks. The interest of Rs. 1430.06 lakhs accrued on these loans hasnot been accounted / provided for by the Company due to the reasons as described by theCompany in note no. 17.4 to these standalone financial results. The same has resulted inthe non-compliance of the Ind AS and inconsistency in the application of the accountingpolicies of the Company and if the said interest would have been accounted / providedfor the Company's total comprehensive Income for the year and borrowings and otherequity as at the Balance Sheet date would have been Rs. 476.25 lakhs and Rs. 8585.21lakhs and Rs. 3960.02 lakhs as against the reported figures of Rs. 1906.31 lakhs and Rs.7155.15 lakhs and Rs. 5390.08 lakhs respectively.

2. For Consolidated Financial results:

The Holding Company has availed term loans and working capitalfacilities from various banks however slow down of its lending business and increasedlevel of non-performing / impaired loan portfolio has impacted its cash flow / liquidityand the Holding Company is un-able to service term loans and working capital facilitiesincluding interest thereon to certain banks. The interest of Rs. 1430.06 lakhs accrued onthese loans has not been accounted / provided for by the Company due to the reasons asdescribed by the Company in note no. 17.4 to these consolidated financial results. Thesame has resulted in the noncompliance of the Ind AS and inconsistency in the applicationof the accounting policies of the Group and if the said interest would have beenaccounted / provided for the Group's total comprehensive income for the year andborrowings and other equity as at the Balance Sheet date would have been Rs. 352.04 lakhsand Rs. 8585.21 lakhs and Rs. 3320.20 lakhs as against the reported figures of Rs.1782.10 lakhs and Rs. 7155.15 lakhs and Rs. 4750.26 lakhs respectively.

Board's reply:

The Company is in discussion with banks for restructuring / One TimeSettlement (OTS). Even during the financial year OTS's proposal for settlement of itsloans have been accepted / approved by two banks. Hence the Company has decided not toprovide Interest amounting Rs 1430.06 Lacs in their books of accounts as settlement withother banks is also in the advance stage.


Pursuant to the provisions of Section 204 of the Act and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board of Directorshad appointed M/s. Arunesh Dubey & Associates a firm of Company Secretaries inPractice to undertake the Secretarial Audit of the Company for FY 2020-21. TheSecretarial Audit Report in the prescribed Form No. MR-3 is annexed as Annexure -6.

The qualifications/ adverse remarks/ observations/ suggestions/disclosure and other matters of emphasis made by M/s. Arunesh Dubey & Associates intheir Secretarial Compliance Report dates 12th July 2021 on the secretarialand other related records of the company for the FY 202021 are mentioned below along withthe board's reply under the heading:

1. Companies Act 2013 and Secretarial Standard-1 and SecretarialStandard-2 as issues by the Institute of Company Secretaries of India

1.1. The disclosure requirement by every director of the Company at thefirst meeting of the Board in every financial year of concern or interest in any companyor companies or bodies corporate firms or other association of individuals which shallinclude the shareholding pursuant to the provision section 184 of the Company Act 2013has been not complied in the first meeting of the Board of Director held on 08thMay 2020.

1.2. The declaration requirement by the independent director of theCompany at the first meeting of the Board in every financial year any change in thecircumstances which may affect his status as an independent director pursuant to theprovision section 149 of the Company Act 2013 has been not complied in the first meetingof the Board of Director held on 08th May 2020.

Board's Reply to 1.1. & 1.2. -

The requirement of disclosure of Interest by the every director in formMBP-1 as per Section 184 of Companies Act 2013 and declaration by every independentdirector as per Section 149(7) of Companies Act 2013 at the first meeting of the Board inevery financial year which has been complied with at the second Board meeting i.e. 09thJuly 2020 instead of first meeting i.e. 08th May 2020. During that period the Countrywas in the nationwide lockdown to fight COVID-19 for which the movement of people and goodwas under strict restrictions therefore the said disclosure was given by all thedirectors at the first board meeting and were taken note at the Board meeting held on 09thJuly 2020.

2. SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015

2.1. As per Regulation 17(1A) under SEBI (LODR) 2015 SpecialResolution for appointment or continuation for Non-Executive Director is required who hasattained the age of 75 years. Mrs. Kumud Gupta turned 75-year-old in January 2021 butSpecial Resolution was not passed.

It has been observed that there has been a delay of approximately 69days in giving effect to the said compliance. A penalty of Rs. 162840/- including GST@18% i.e. 24840 was imposed upon the Listed Entity by the ‘BombayStock Exchange' in this regard. The Listed Entity have complied with the directionsof the Bombay Stock Exchange and paid such penalty on 27th May 2021.

Board's Reply to 2.1. -

Mrs. Kumud Gupta Non- Executive Independent Director resigned fromthe director of office on 31st March 2021 and the penalty levied by the Stock Exchange(BSE) has been duly paid by the company on 27th May 2021.

2.2. As per Regulation17(1A) under SEBI (LODR) 2015 SpecialResolution for appointment or continuation for Non-Executive Director is required who hasattained the age of 75 years. Mr. S. K. Goel turned 75 in August 2020 but SpecialResolution was passed in AGM held on 26th December 2020. It has beenobserved that there has been a delay of approximately 136 days in giving effect to thesaid compliance. A penalty of Rs. 217120/-including GST @18% i.e. Rs. 33120 wasimposed upon the Listed Entity by the ‘Bombay Stock Exchange' in this regard.

Board's Reply to 2.2. -

The company has applied for a waiver of levied penalty at the Committeefor Reviewing Representations for Waiver of Fines Levied under Standard OperatingProcedure (SOP) (“Waiver Committee”) on 08th January 2021 and thedecision for the same is awaited.

2.3. As per Regulation 17(1) under SEBI (LODR) 2015 Composition ofBoard of Directors of Top 2000 Listed Entities shall be on the basis of MarketCapitalization. The Listed Entity shall be required to appoint minimum 6 (Six) Directorsin their Board. As on 31st March 2020 the company was in the list of top 2000Listed Entities as per Market Capitalization but the board was not duly constituted of 6Directors. The board was duly constituted on 26th December 2020. Ithas been observed that there has been a delay of approximately 269 days in givingeffect to the said compliance. A penalty of Rs. 536900/-including GST @18% i.e. Rs.81900/- was imposed upon the Listed Entity by the ‘Bombay Stock Exchange' forNon-Compliance w.r.t constitution of Board of 6 Directors for Quarter Ended June 2020.Further a penalty of Rs. 542800/-including GST @18% i.e. Rs. 82800/- was imposed uponthe Listed Entity by the ‘Bombay Stock Exchange' for Non-Compliance w.r.tconstitution of Board of 6 Directors for Quarter Ended September 2020. Furthermore apenalty of Rs. 507400/- including GST @18% i.e. Rs. 77400/- was imposed upon theListed Entity by the ‘Bombay Stock Exchange' for Non-Compliance w.r.tconstitution of Board of 6 Directors for Quarter Ended December 2020.

Board's Reply to 2.3. -

On 08th January 2021 the company duly applied for waiver ofthe aforementioned penalty to the Committee for Reviewing Representations for Waiver ofFines Levied under Standard Operating Procedure (SOP) (“Waiver Committee”).However Bombay Stock Exchange' has partially waived the penalty amounting to Rs.1079700/- for June and September quarter and levied the remaining penalty amounting toRs. 507400/- for December quarter. The Company has re- appeal to BSE for waiver ofpenalty levied for December Quarter 2020.

2.4. As per Regulation 3(5) of SEBI (PIT) the Listed entity isrequired for Maintenance of Structured Digital Database (SDD). As per SEBI(PIT)(Amendment) Regulation dated 17.06.2020 Every Listed Entity shall ensure that SDD ismaintained containing the nature of UPSI. The Listed Entity does not have suchDatabase during the review period.

Board's Reply to 2.4. -

The company is in process of finalizing the appropriate vendor forMaintenance of Structured Digital Database (SDD) to ensure the timely compliance of thesaid regulation.


During the F.Y. 2020-21 the profit has increased by Rs 2965.59 lakhsdue to reversal of impairment on financial instruments of Rs 2101.06 lakhs and gain onextinguishment of borrowings under one time settlement with banks of Rs 864.53 lakhs.


During the year all the related party transactions were in accordancewith Section 188 of the Act Regulation 23 of Listing Regulations and IND AS- 24 and aredisclosed in the Financial Statements for the year ended March 312021. The transactionswere in the ordinary course of business and on arm's length basis and there were notransactions requiring approval of the Shareholders. However prior approval of the AuditCommittee was sought for entering into the Related Party Transactions as required underthe Act read with rules made thereunder and Regulation 23 (2) of Listing Regulations.

Further the company has entered into transactions with related partiesduring financial year ended 31st March 2021. The details of the transactionsentered with the related parties with the Company is disclosed in form AOC-2 is annexed asAnnexure -7.

Related Party Disclosure as per Schedule V of SEBI Listing Regulationsare disclosed in the notes to Financial Statement.

The Company has adopted a policy on materiality of related partytransactions in dealing with Related Party Transactions and the same is disclosed on thewebsite of the Company and can be accessed at

energy conservation technology absorption and foreign exchange


a) Conservation of energy

1. Steps taken / impact on conservation of energy:

The operations of the Company being Financial Services relatedrequire normal consumption of electricity. The Company is taking every necessary step toreduce its consumption of energy.

2. Steps taken by the Company for utilising alternate sources ofenergy:

The company during the financial year 2020-21 did not take anyadditional step for utilising alternate sources of energy.

3. Capital investment on energy conservation equipments:

In view of the nature of activities carried on by the Company there isno capital investment on energy conservation equipments.

b) Technology absorption:

1. The efforts made towards technology absorption;

Your Company being a Non-Banking Finance Company its activities do notrequire adoption of any specific technology. However your Company has been in theforefront in implementing latest information technologies & tools towards enhancingour customer convenience and continues to adopt and use the latest technologies to improvethe productivity and quality of its services. The Company's operations do not requiresignificant import of technology.

2. The benefits derived like product improvement cost reductionproduct development or import substitution;- N/A

3. In case of imported technology (imported during the last 3 yearsreckoned from the beginning of the financial year): - N/A

(a) The details of technology imported:- N/A

(b) The year of import:- N/A

(c) Whether the technology been fully absorbed:- N/A

(d) If not fully absorbed areas where absorption has not taken placeand the reasons thereof:- N/A

(e) The expenditure incurred on Research and Development:- N/A

c) Foreign Exchange Earnings and Outgo:

Foreign Exchange earned in terms of actual inflows during the yearunder review was Nil and the Foreign Exchange Outgo during the year under review in termsof actual outflow was also Nil.


The Managing Director and the Chief Financial Officer (“CFO”)of the Company give annual certification Sapne Aapke Bharosa Apno Ka on financialreporting and internal controls to the Board in terms of Regulation 17(8) of the ListingRegulations. The Managing Director and the Chief Financial Officer also give quarterlycertification on financial results while placing the financial results before the Board interms of Regulation 33(2) of Listing Regulations. The annual certificate given by theManaging Director and the Chief Financial Officer is published in this Report as AnnexureNo. 8.


Pursuant to section 134 (3) (a) and section 92 (3) of the Act read withRule 12 of the Companies (Management and Administration) Rules 2014 as amended anextract of Annual Return as on March 312021 in form MGT-9 has been prepared and enclosedas Annexure-9 which forms part of this report and is also available on the website of theCompany viz


investor education & protection fund


Transfer of Unclaimed Dividend and Shares to Investor Education andProtection Fund (‘IEPF') pursuant to the provisions of the Companies Act 2013 readwith Investor Education Protection Fund Authority (Accounting Audit Transfer and Refund)Rules 2016 as amended the dividends unclaimed for a period of seven years from thedate of transfer to the Unpaid Dividend Account of the Company are liable to betransferred to the IEPF. Accordingly unclaimed dividends of Shareholders for theFinancial Year 2013-14 lying in the unclaimed dividend account of the Company as onOctober 29 2021 will be transferred to IEPF on the due date i.e. November 27 2021.Further the shares (excluding the disputed cases having specific orders of the CourtTribunal or any Statutory Authority restraining such transfer) pertaining to whichdividend remains unclaimed for a consecutive period of seven years from the date oftransfer of the dividend to the unpaid dividend account is also mandatorily required to betransferred to the IEPF Authority established by the Central Government. Accordingly theCompany has transferred unclaimed dividend and eligible Shares to IEPF Demat Accountwithin statutory timelines. For the Financial Year 2012-13 amount of unclaimed dividendtransferred to IEPF Rs. 113294/-.

The details of unclaimed dividends to IEPF during Financial Year2020-21 are as follows:

Details of date of declaration & due date for transfer to IEPF
Financial Year Dividend Per Share Date of Declaration Due date for Transfer to IEPF
2013-2014 Rs. 0.25 (i.e. 2.5%) per Equity Share having face value of Rs. 10/- each 24-09-2014 27-11-2021
2014-2015 Rs. 0.50 (i.e. 5%) per Equity Share having face value of Rs. 10/- each 24-09-2015 27-11-2022
2015-2016 Rs. 0.25 (i.e. 2.5%) per Equity Share having face value of Rs. 10/- each 24-09-2016 28-11-2023
2016-2017 No Dividend Declared No Dividend Declared No Dividend Declared
2017-2018 No Dividend Declared No Dividend Declared No Dividend Declared
2018-2019 No Dividend Declared No Dividend Declared No Dividend Declared
2019-2020 No Dividend Declared No Dividend Declared No Dividend Declared

Any person whose unclaimed dividend and shares pertaining theretomatured deposits matured debentures application money due for refund or interestthereon sale proceeds of fractional shares redemption proceeds of preference sharesamongst others has been transferred to the IEPF Fund can claim their due amount from theIEPF Authority by making an electronic application in e-form IEPF-5. Upon submitting aduly completed form Shareholders are required to take print of the same and send physicalcopy duly signed along with requisite documents as specified in the form to the attentionof the Nodal Officer at the Registered Office of the Company.

Shareholders are requested to get in touch with the RTA for encashingthe unclaimed dividend/ interest/principal amount if any standing to the credit of theiraccount.


Management's Discussion and Analysis Report for the year under reviewpursuant to Regulation 34 of Listing Regulations is annexed herewith as Annexure -10forming part of the Annual Report.

40. familiarization policy and programme for independent directors

The Company has in place a familiarization Programme for itsIndependent Directors which shall be given to new Independent Directors upon joining andto existing Independent Directors on “need basis”. The objective of thefamiliarization Programme is to provide training to new Independent Directors at the timeof their joining so as to enable them to understand the Company - its operationsbusiness industry and environment in which it functions and the regulatory environmentapplicable to it. Besides the Independent Directors are made aware of their role andresponsibilities and liabilities at the time of their appointment through a formal letterof appointment which also stipulates their roles and responsibilities and various termsand conditions of their appointment. Additionally regular updates on relevant statutoryand regulatory changes are regularly circulated to all the Directors including IndependentDirectors. The programme was conducted for FY20-21 on 12th February 2021.

The familiarization Programme for its Independent Directors is annexedat Annexure-11 to this report which forms integral part of this report. TheFamiliarization policy is also uploaded on the company website and can be accessed via weblink: uploads/2021/03/Familiarization-Programme-For-Independent-Directors-Of-Intec-Capital- Limited-In-Terms-Of-Requirement-Of-SEBI-LODR-2015-Read-With-Other-Applicable-Laws- As-Amended-.pdf


In compliance with the Listing Regulations and Act the Company hasframed and adopted a code of conduct and ethics (“the code”). The code isapplicable to the members of the Board the executive officers and all the employees ofthe Company.

All the members of the Board and Senior Management Personnel haveaffirmed compliance to the code for the financial year ended on March 312021 and adeclaration to this effect signed by the Managing Director forms part of the CorporateGovernance Report as Annexure -12.


M/s. Arpit Garg & Associates Company Secretaries were engaged forproviding the Annual Secretarial Compliance Report (ASCR) in terms of regulations 24A ofSEBI Listing Regulations 2015 which is annexed herewith as a Annexure- 13.


During the year under review there were no significant and materialorders passed by the regulators or courts or tribunals which may impact the going concernstatus of the Company and its operations in future.


The Directors would like to place on record their gratitude for thevaluable guidance and support received from RBI SEBI Registrar of Companies and otherGovernment and Regulatory agencies and to convey their appreciation to ICL the holdingcompany customers bankers lenders vendors and all other business associates for thecontinuous support given by them to the Company. The Directors also place on record theirappreciation for the commitment commendable efforts team work and professionalism of allthe employees of the Company. The Directors regret the loss of life due to COVID-19pandemic and are deeply grateful and have immense respect for every person who riskedtheir life and safety to fight this pandemic.

For and on Behalf of the board
For Intec Capital Limited
Date: 11th August 2021
Place: New Delhi
CIN: L74899DL1994PLC057410
Registered Office: 708 Nehru Place
57 Manjusha building
New Delhi-110019 Sanjeev Goel S.K. Goel
Managing Director Non Executive -Independent Director
(DIN:00028702) (DIN:00963735)