Capfin India Ltd Directors Report.

To,

Dear Shareholders

Your directors have the pleasure in presenting their 27thAnnual report of the company along with audited financial statements as required under the Ministry of Corporate Affairs General Circular 08/2014 No. 1/19/2013-CL-V dated April 4, 2014, the Financial Statements and other reports required to be attached to the Annual Report for FY 2018-19 are governed by the relevant provisions, schedules, rules of the Companies Act, 2013.

1. FINANCIAL RESULTS

The results of your Companys financial prudence and business excellence for the year ended 31st March, 2019 are as follows:

(Rs. In Lacs)
Particulars Financial year ended 31.03.2019 Financial year ended 31.03.2018
Gross Income 14.87 11.88
Profit/(Loss) before Depreciation and Tax 2.90 1.31
Less: Depreciation .46 .48
Profit/(Loss) before Tax 2.44 0.83
Add/Less: Provision for tax including deferred Tax 1.43 0.24
Profit/(Loss) after Tax 1.01 0.59

2. BUSINESS PERFORMANCE

During the year under review, your company has incurred a Profit before depreciation and Income Tax of Rs. 2.44 lacs from its operation. After providing depreciation of Rs. 0.46 lacs and provisions of Income Tax of Rs 1.43 Lacs the companys net profit amounts toRs. 1.01Lacs as compared to profit of Rs. 0.59earned previous year. Your Company continues to take effective steps in broad-basing its range of activities. The performance of the Company during the period under review has been satisfactory.

3. DIVIDEND

Keeping in view the future requirements of funds by the Company for its proposed growth and expansion, the Board expresses its inability to recommend any dividend from the available profit.

4. SHARE CAPITAL

The paid-up Equity Share Capital as on March 31, 2019 was Rs. 2,86, 47,000. During the year under review the company has not issued any shares or any convertible instruments.

5. AMOUNT TRANSFERRED TO RESERVES

During the year under review, the company has transferred profit of Rs 0.87 lacs to the reserves of the Company as per the norms of RBI Act, 1974.

6. FUTURE OUTLOOK

In the current year, your directors are putting up efforts and it is hoped that the company will do better in the current year. The outlook for the current year is also very bright and your directors are hopeful of doing a good business during the current year.

7. FIXED DEPOSITS

The Company has not accepted any public deposits during FY 2018-19 within the meaning of Section 73 of the Companies Act, 2013 and the rules made there under. As per NBFC Guidelines issued by the Reserve Bank of India, the Board of Directors has passed the required resolution confirming that the Company has neither accepted any public deposits and nor does it intend to do so in the coming year 2019-2020.

8. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The particulars of loans, guarantees and investments covered under the provisions of Section 186 of the Companies Act, 2013 may be taken as nil.

9. MATERIAL CHANGES & COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There have been no material changes or any other commitments which may affect the financial position of the Company.

10. LISTING OF SHARES

The company declares that its equity share is listed on BSE Ltd. The company has paid the annual listing fee for the year 2019-2020 to the said exchange.

11. SHARE TRANSFER SYSTEM

The request regarding physical share transfers and share certificates should be addressed to Registrar and Transfer Agent. Such requests are processed within stipulated time from the date of receipt provided documents meet the stipulated requirement of statutory provisions in all respect. The share certificates duly endorsed are returned immediately to the shareholder by RTA. The details of transfer and transmission are placed before the Stakeholders Relationship Committee from time to time and the Board for noting and confirmation.

12. DIRECTORS AND KEY MANAGERIAL PERSONNEL

In Accordance with the provisions of Companies Act, 2013 MrsSarita Mantry (DIN:01111382) retires by rotation and being eligible offers herself for reappointment.

12.1 BOARD EVALUATION

Pursuant to the provisions of Companies Act, 2013, the Board has carried out annual performance evaluation of its own performance, the directors individually as well the evaluation of the working of its Audit, Nomination & Remuneration and Stakeholder committee. The manner in which the evaluation has been carried out has been explained in Corporate Governance Report.

12.2 REMUNERATION POLICY

Board has on the recommendation of the Nomination & Remuneration committee framed a policy for the selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report.

12.3 DECLARATIONS BY INDEPENDENT DIRECTORS

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 17 of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015.

12.4 BOARD MEETINGS

During the year Eleven (11) Board meetings were held, details of which are given below:

S. No. Date of Board meeting No. of Directors attended meeting
1. 30.04.2018 3
2. 30.05.2018 4
3. 05.07.2018 3
4. 09.08.2018 4
5. 28.08.2018 4
6. 25.09.2018 4
7. 01.10.2018 3
8. 14.11.2018 4
9. 25.01.2019 4
10. 14.02.2019 3
11. 27.03.2019 3

13. COMMITTEE OF BOARD 13.1 AUDIT COMMITTEE

The company is having an audit committee comprising of the following directors:

Name Status Category
Sunil Chopra Chairman Independent Director
Sarita Mantry Member Non-Executive Director
Amit Dhantre Member Independent Director

13.2 NOMINATION AND REMUNERATION COMMITTEE

The company is having an Nomination and Remuneration committee comprising of the following directors:

Name Status Category
Sunil Chopra Chairman Independent Director
Sarita Mantry Member Non-Executive Director
Amit Dhantre Member Independent Director

13.3 STAKEHOLDER RELATIONSHIP COMMITTEE

The company is having an Nomination and Remuneration committee comprising of the following directors:

Name Status Category
Sunil Chopra Chairman Independent Director
Sarita Mantry Member Non-Executive Director
Amit Dhantre Member Independent Director

14. VIGIL MECHANISM /WHISTLE BLOWER POLICY

In order to ensure that the activities of the Company and its employees are conducted in a fair and transparent manner by adoption of highest standards of professionalism, honesty, integrity and ethical behaviour the company has adopted a vigil mechanism policy. This policy is explained in corporate governance report and also posted on the website of company.

15. DIRECTORS RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) ofthe Companies Act, 2013:

a) that in the preparation of the annual financial statements for the year ended March 31, 2019, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) that such accounting policies as mentioned in Notes to the Financial Statements have been selected and applied consistently and judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2019 and of the profit/loss of the Company for the year ended on that date.

c) that proper and sufficient care has been taken 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;

d) that the annual financial statements have been prepared on a going concern basis;

e) that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively.

f) that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

16. COMPANY POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

The company has formulated a remuneration policy which provides the manner of selection of Board of Directors, KMP and their remuneration. In case of appointment of independent directors, the Nomination and Remuneration Committee shall satisfy itself with regard to independent nature of its directors viz-a-viz the company so as to enable the Board to discharge its performance and duties effectively.

17. RELATED PARTY TRANSACTIONS

There were no contracts or arrangements entered into by the company in accordance with provisions of section 188 of the Companies Act, 2013. All material related party transactions that were entered into during the financial year were on an arms length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

18. MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report of your company for the financial year ended on 31st March, 2019 is as under:

(a) Industry Structure and Development

Your Company is engaged in the financial activities and management expects that there is huge scope of development and growth in spite of competitive market conditions.

(b) Opportunities and Threats

The Company envisages huge growth in the financial activities sector as indicated in the current financial year. But increased cost of purchases, competitive market conditions and low margins are the major threats in the financial companies.

(c) Segment - Wise and Product - Wise Performance

The Company operates in single segment. Therefore, no Segment - Wise and Product - Wise performance is done by the Company.

(d) Outlook

The Company does not foresee and major threat to the growth prospective. Since the company is presently engaged in the financial activities, there is huge scope of growth in the industry.

(e) Risk and Concerns

The Company has constituted a committee of Directors to identify, monitor and minimize the risk and also to identify the business opportunities. The Committee is also entrusted the job of defining the framework for identification, assessment, monitoring, and reporting of the risk and review of risk trends and its potential impact.

(f) Internal Control Systems and it Adequacy

The Company has adequate system of internal control to safeguard and protect from loss, unauthorized use or disposition of its assets. All the transactions are properly authorized, recorded and reported to the Management. The Company is following all the applicable Accounting Standards for properly maintaining the books of accounts and reporting financial statements. The internal auditor of the company checks and verifies the internal control and monitors them in accordance with policy adopted by the company.

(g) Discussion on Financial Performance with respect to Operational Performance

The financial performance during the current financial year in terms of sales has been on the downfall side. The Company has earned profit of 1.01lacs during the year under review.

(h) Material Development in Human Resources /Industrial Relations

The Company recognized the significance of human values and ensures that proper encouragement is given to the employees of the Company to motivate them. Employees relations continued to be cordial throughout the year in the company.

(I) Cautionary Statement

The Statements in the "Management Discussion and Analysis Report" describe the Companys objectives, estimates and expectations, which may be a forward looking statement within the meaning of applicable laws, rules and regulations. The actual results may differ from those expressed or implied, depending upon the economic conditions and policies of the Government.

19. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant material orders passed by the Regulators /Courts which would impact the going concern status of the Company and its future operations.

20. EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT 9 is annexed herewith as "Annexure B".

21. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule, 8 of The Companies (Accounts) Rules, 2014, are not applicable.

22. PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197 read with Rule, 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees ofthe Company is as follows:

The company has one Executive Director so no sitting fees has been paid to any director during the year. The particulars of the employees who are covered by the provisions contained in Rule 5(2) and rule 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are requiring particulars of the employees to be disclosed in the report of Board of Directors are not applicable to the company as none of the employees was in receipt of remuneration in excess of 1.20 Crore per year during the financial year 2018-19.

23. AUDITORS

23.1 STATUTORY AUDITORS

M/s Adarsh Kumar & Co. Chartered Accountants (ICAI RehNO : 087559, FRN -013300N), were appointed as statutory auditors of the Company upto the conclusion of 29th Annual general meeting subject to ratification of their appointment at every annual general meeting to be held after 24th Annual general meeting. They are eligible to be appointed as the statutory auditors, therefore a resolution for the ratification of their appointment is recommended for the approval of the shareholders.

The observations made in the auditors report read together with relevant notes thereon are self-explanatory and hence do not call for any further documents from the Directors under section 134(3)(f) ofthe Companies Act, 2013.

23.2 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 CS Deepanshi Jain (COP No. 14826,Membership no: 40127) Company Secretaries to undertake the secretarial audit of the company. The Secretarial Audit Report is annexed herewith as Annexure-A.

23.3 INTERNAL AUDITORS

The company has appointed NehaMantryas internal auditor of the company pursuant section 138 of the Companies Act, 2013 read with Rule 13 of Companies (Accounts) Rules, 2014.

24. SUBSIDIARY, JOINT VENTURES OR ASSOCIATE COMPANIES

The Company does not have any subsidiary, joint venture or associate company

25. DETAIL OF FAMILIARIZATION PROGRAMME OF THE INDEPENDENT DIRECTORS

During the year under review one familiarization Programme was conducted for the independent Directors of the Company.

26. NUMBER OF COMPLAINTS RECEIVED AND DISPOSED OFF DURING THE YEAR AS PER THE SEXUAL HARRASEMENT OF WORKMEN AT THE WORK PLACE ACT, 2013-PROCTION, PROHIBITION AND REDRESSAL

During the year under review the company has not received any complaint as per the sexual Harassments of Workmen at the Work Place Act, 2013.

27. DETAIL OF SHARES IN UNCLAIMED SUSPENSE ACCOUNT

The Company has Nil shares in Unclaimed Suspense Account

28. STATEMENT INDIACTING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY

The provisions of Regulation 21 of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 are not applicable to the company. At present the Company has not identified any element of risk in the Company.

29. DISCLOSURE OF RELATIONSHIP BETWEEN THE DIRECTORS

The Directors are not related to each other.

30. CORPORATE GOVERNANCE

A Report on Corporate Governance along with a Certificate from the Auditors of the Company regarding compliance of the conditions of Corporate Governance pursuant to Clause 49 of the listing agreement and Regulation 17 to 27 of SEBI Listing Obligations and Disclosure Requirements) Regulations, 2015 with stock exchanges is annexed as "Annexure-C".

31.SECRETARIAL STANDARDS

The directors state that the applicable secretarial standards, i.e. SS-1 and SS-2 relating to "Meetings of Board of Directors and General Meetings", respectively have been duly followed by the Company.

32. CORPORATE SOCIAL RESPONSIBILITY

The Company has formulated a CSR Policy pursuant to the provisions of the section 135 of the Companies Act, 2013 read with rules framed thereunder. At present the provisions are not applicable to the company. As and when these provisions become applicable, necessary steps will be taken to comply with the same.

33. ACKNOWLEDGEMENTS

The company has been very well supported from all quarters and therefore your directors wish to place on record their sincere appreciation for the support and co-operation received from Employees, Dealers, Suppliers, Central and State Governments, Bankers and others associated with the Company.

Your Directors wish to thank the banks, shareholders and business associates for their continued support and cooperation. We look forward to receiving the continued patronage from all quarters to become a better and stronger company.

For and on behalf of the Board of Directors

For Capfin India Limited

Rachita Mantry SaritaMantry
Whole Time Director Director
DIN:03414391 DIN: 01111382
Place: Delhi
Dated: 30.05.2019