Abhinav Capital Services Ltd Directors Report.

Dear Members,

The Board of Directors hereby submits the report of the business and operations of your Company (the Company or Abhinav Capital Services Limited) along with the Audited financial Statements, for the financial year ended March 31, 2017.

Results of our operations

Current Year Previous Year
Particulars 2016-17 (Rs.) 2015-2016 (Rs.)
Revenue from Operations 2,37,11,085 2,97,20,666
Other Income 2,03,36,901 1,04,48,923
Income from operations 4,40,47,986 4,01,69,589
Less : Interest Expenses 13,50,295 44,57,358
Less : Depreciation & Amortisation Expenses 2,28,905 3,54,400
Less : Other Expenses 12,48,701 13,03,091
Less : Employee Benefits Expenses 7,51,600 4,92,755
Profit/(Loss) Before Tax & Exceptional Items 4,04,68,485 3,35,61,986
Less : Current year Taxation 84,00,000 98,00,000
Less : Short Provisions for Prior Years - 7,84,255
Less : Deferred Tax 16,859 (16,497)
Less : Tax Expenses of Discontinuing Operations - -
Profit After Tax 3,20,51,626 2,29,94,228
Less: Appropriation
Transfer to General Reserve - -
Proposed Dividend - -
Tax on Dividend - -
Surplus carried to Balance Sheet 3,20,51,626 2,29,94,228
TOTAL 3,20,51,626 2,29,94,228

Financial Results :

From the perusal of the accounts for the year ended 31st March 2017, you will observe that the Company has earned a Net profit of Rs. 32,051,626/- during the year compared to Rs. 22,994,228 /- last year. The

Companys total income increased from Rs. 4.01 Crores to Rs.4.40 Crores. The Company has earned Rs. 2,01,21,114/- during the year under review From sale of investments in spite of non Conductive economic condition, your Company has managed excellent growth during the year under review the Directors are hopeful that the Company will do better during the current year.

Reserves

The Company do not recommend to transfer any amount to the General Reserves.

Dividend

The Directors do not recommend the payment of dividend for the year under review.

SHARE CAPITAL

The Authorized Share Capital of the Company is Rs.8,00,00,000/- divided in to 80,00,000 Equity Shares of face value of Rs.10/- each. There is no change in the Authorized Share Capital of the Company during the year under review.

The Paid-up Share Capital of the Company is Rs.6,92,46,000/- divided in to 69,24,600 Equity Shares of face value of Rs.10/- each. There is no change in the Paid-up Share Capital of the Company during the year under review.

The Company has not issued any equity shares with differential rights as to dividend, voting or otherwise during the year under review.

a) BUY BACK OF SECURITIES

The Company has not bought back any of its securities during the year under review.

b) SWEAT EQUITY

The Company has not issued any sweat equity during the year under review

c) BONUS SHARES

The Company has not issued any bonus shares during the year under review

LISTING OF SHARES

The Companys equity shares are listed on the BSE Ltd., Ahmedabad Stock Exchange. The Company confirmed that the annual listing fee to both the stock exchanges for F.Y. 2017-18 has been paid.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any Subsidiary, Joint venture or Associate Company

Directors & Key Managerial Personnel

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company Mr. Kamlesh Kotak, Director is retiring by rotation at the ensuing Annual General Meeting of the Company and is eligible for re-appointment & he has offered himself for re-appointment. There are no any changes in Board of directors.

Appropriate resolutions for the appointment/re-appointment of Directors are being placed for your approval at the ensuing Annual General Meeting.

Declaration by Independent Directors

The Company has received declaration from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed under sub-section (6) of Section 149 of the Companies Act, 2013

Familiarisation Programme for the Independent Directors

In compliance with the requirements of the clause 49 of the Listing Agreement, the Company has put in place a Familiarization Program for the Independent directors to familiarize them with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model etc.

Meeting of Independent Directors

The Independent Directors met once during the year under review. The Meeting was conducted in an informal manner without the presence of the Chairman, the Managing Director, the Non-Executive Non-Independent Directors and the Chief Financial Officer

Material Changes

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statements relate on the date of this report

Details of Board Meetings

During the year under review, Four Board meetings were held, details of which are summarized below:

Sr. No. Date of the meeting No. of Directors attended the meeting
1 30th May 2016 4
2 10th August 2016 4
3 09th November 2016 4
4 08th February 2017 4

Public Deposits

The Company has not taken any deposits from the public for which information is required to be given in the Report.

Conservation of Energy

The company is utilizing electricity optimally.

Technology Absorption

The company has not purchased or imported any new technology. Hence, not applicable.

Foreign Exchange Earnings and Outgo: Nil Particulars of Employees: -

There are no employees to whom remuneration in excess of Rs.1.20 crores per annum or Rs.8.5 lakhs per month has been paid.

Details of Unclaimed Suspense Account

Company is not having unclaimed suspense account as required under schedule V of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

Statutory Auditors and Their Report

Under section 139 of the Companies Act, 2013 and the rules made thereunder it is mandatory to rotate the statutory Auditors on completion of the maximum term permitted under the said Act. The Audit Committee of the Company has proposed and the Board of Directors has recommended the appointment of M/s. S C Mehra & Associates, Chartered Accountants (Firm Registration No 106156W) as the statutory Auditor of the company. M/s. S C Mehra & Associates will hold office for a period of five consecutive years from the conclusion of this Annual General Meeting of the company till the conclusion of the Annual General Meeting to be held in the year 2022 on a remuneration that may be determined by the Audit Committee in consultation with the auditors.

Directors Comments on Auditors Report

The observations made by the Auditors in their Report read with relevant notes given in the Notes to Accounts are self-explanatory and therefore, do not require any comments from your Directors pursuant to Section 134 (3) (f) of the Companies Act, 2013.

RBI Guidelines

Your Company is Complying with all the requirements of Reserve Bank of India for Non Banking Finance Company. In terms of paragraph 9BB of the NBFC Regulations, the particulars as applicable to the company are appended to the Balance sheet.

Directors Responsibility Statement

Pursuant to the requirement under section 134(5) of companies Act, 2013, with respect of Directors responsibility statement, it is hereby confirmed;

I In the preparation of the account for the financial year ended 31st March 2017, the applicable accounting standards had been followed along with proper explanation relating to material departure.

ii) The Directors had selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true & fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for the year under review;

iii) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) The Directors had prepared the accounts for the financial year ended 31st March, 2017 on a going concern basis.

v) The Directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively

vi) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Disclosure of Composition of Audit Committee

The Audit Committee consists of Mr. Girish Desai, Mr. Chetan Karia & Mrs. Gayatri Sonawane. The committee inter-alia reviews the internal control system & compliance of various regulations. The committee also reviews at length financial statements before they are placed before the Board.

Extract of Annual Return:

The extract of Annual Return as provided under sub-section (3) of section 92 of the Companies Act, 2013 (the Act) in prescribed form MGT-9 is enclosed as Annexure-I to this report.

Related Party Transactions

The Company is not having any related party transaction during the year under reviewThe details of transactions entered into with the Related Parties referred to in sub-section (1) of section 188 are annexed as Annexure-II (in the Form AOC-2) to this report.

Fixed Deposits

The Company has not accepted any fixed deposit during the year under review.

Risk Management Policy

The Company has a Risk Management Policy with an objective to formalize the process of identification of potential risk and adopt appropriate risk mitigation measures through a risk management structure. The Risk Policy is a step taken by the Company towards strengthening the existing internal controls and updating the same as may be required from time to time.

Corporate Social Responsibilty Initiatives

The CSR Policy is not applicable to your Company.

Particulars of Loans, Guarantees or Investments

Pursuant to section 186(11) of the Companies Act, 2013 (the Act), the provisions of section 186 (4) of the Act requiring disclosure in the financial statements of the full particulars of the loans made and guarantees given or securities provided by a Non-Banking Financial Company in the ordinary course of its business and the purpose for which the loan or guarantee or security is proposed to be utilised by the recipient of the loan or guarantee or security are exempted from disclosure in the Annual Report. Further, pursuant to the provisions of section 186 (4) of the Act, the details of investments made by the Company are given in the Notes to the Financial Statements.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Messrs D.G. Prajapati & Associates, Company Secretaries, Mumbai to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith as Annexure- III.

Internal Control System

The Companys Internal Control procedure which includes Internal Financial Controls ensure that compliance with various policies, practices & Statutes & keeping in view the Companys pace of growth .

Evaluation of Performance of the Board, its Committees and Individual Directors

The Board of Directors have carried out an annual evaluation of its own performance, its various committees and individual directors pursuant to the provisions of the Act and the Corporate Governance requirements as prescribed under clause 49 of the Listing Agreement. The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of various criteria such as Board Composition, process, dynamics, quality of deliberations, strategic discussions, effective reviews, committee participation, governance reviews etc.

Whistle Blower Policy/ Vigil Mechanism

To create enduring value for all stakeholders and ensure the highest level of honesty, integrity and ethical behavior in all its operations, the company has formulated a Vigil Mechanism named as ABHINAV Whistle Blower Policy in addition to the existing code of conduct that governs the actions of its employees. The Vigil Mechanism as envisaged in the Companies Act, 2013 and the Rules prescribed thereunder and the Listing Regulations is implemented through the Whistle Blower Policy, to provide for adequate safeguards against victimization of persons who use such mechanism and make provision for direct access to the Chairman of the Audit Committee.

The Whistle Blower Policy provides for protected disclosure and protection to the Whistle Blower. Under the Whistle Blower Policy, the confidentiality of those reporting violation(s) is protected and they are not subject to any discriminatory practices

Disclosure under Sexual Harassment of Woman at Work Place (Prevention, Prohibition & Redressal) Act 2013.

The Company has zero tolerance towards Sexual Harassment at the works place & has adopted a policy on Prevention, Prohibition & Redressal on works place in line with the act. The Company has not received any complaints of sexual harassment during FY 2016-17.

Corporate Governance & Management Discussion & Analysis Statement

The Company has taken adequate steps to ensure that the conditions of Corporate Governance as stipulated in clause 49 of the Listing Agreements of the Stock Exchange are complied with. A detailed report on Corporate Governance has been included in this report along with a certificate from the auditors of the company regarding compliance of conditions of Corporate Governance. Further, a separate Management Discussion and Analysis report is also given in this report.

Acknowledgement

Your Directors thank the clients for the confidence in the Company, which has enabled the Company to reach to a new level of customer satisfaction. The Board places acknowledgment to the employees for their teamwork and professional approach for the Companys image.

Your Directors would like to express their gratitude for the continuous support and guidance received from Companys lenders, bankers, the Government departments, and SEBI and Stock Exchange officials.

For and on behalf of the Board of Directors,
For Abhinav Capital Services Limited
Sd/-
Place: Mumbai Chetan Karia
Date: 11th August 2017 Chairman