Capital First Ltd(Merged) Directors Report.

DIRECTORS REPORT

Dear Members,

Your Directors have pleasure in presenting the Thirteenth Annual Report of your Company with the audited financial statements for the financial

FINANCIAL HIGHLIGHTS

The highlights of the Consolidated and Standalone Financial Statements of the Company for the financial years 2017-18 and 2016-17 are as under:

( Rs. in Million)
Particulars Consolidated Standalone
2017-18 2016-17 2017-18 2016-17
Total Income 38,120.46 28,008.64 36,282.52 27,268.55
Total Expenditure 33,180.80 24,433.80 31,736.84 23,945.70
Profit Before Tax and
exceptional items 4,939.66 3,574.84 4,545.68 3,322.85
Exceptional items - - 293.68 -
Profit before tax 4,939.66 3,574.84 4,839.36 3,322.85
Provision For Tax 1,656.13 1,174.30 1,569.25 1,154.23
Profit after tax from
continuing operations 3,283.53 2,400.54 3,270.11 2,168.62
Profit/(Loss) after tax from
Discontinuing operations (9.08) (11.33) - -
Profit for the year 3,274.45 2,389.21 3,270.11 2,168.62
Profit/(Loss) brought forward from previous Year 4,326.27 2,383.66 4,304.04 2,569.14
Profit available for appropriation 7,600.72 4,772.87 7,574.15 4,737.76
Appropriations:
Transfer to Reserve Fund under Section
45-IC of the RBI Act, 1934 (654.02) (433.72) (654.02) (433.72)
Transfer to statutory reserve under Section 29C of the National Housing
Bank Act, 1987 (22.16) (12.88) - -
Dividend paid for F.Y. 2016-17# (254.09) - (254.09) -
Dividend Tax thereon for F.Y. 2016-17# (51.73) - (51.73) -
Transfer to General Reserve - - - -
Balance carried forward to Balance Sheet 6,618.72 4,326.27 6,614.31 4,304.04

# The proposed equity dividend and dividend distribution tax for

FY 2017-18 are not accounted as liabilities in fiscal2018 in accordance with revised AS-4 ‘Contingencies and events occurring after the Balance Sheet date.

The Company is focused on providing retail loans to MSMEs and consumers, including long term loans secured by property, business loans, personal loans, two-wheeler loans and consumer durable loans, which is expected to drive growth for the Company going forward.

During the year under review, the Company has successfully grown its outstanding Loan Assets under Management from Rs. 198.24 billion to Rs. 269.97 billion, a growth of 36%. The Retail

Assets under Management has grown from Rs. 183.53 billion to Rs. 252.43 billion, a growth of 38%.

The Consolidated Net worth of the Company increased from Rs. 23.04 billion to Rs. 26.18 billion as at March 31, 2018. Consolidated Net Interest Income increased by 53% from Rs. 13,008 million during the financial year ending March 31, 2017 to Rs. 19,870 million during the financial year ending March 31, 2018.

The profit after tax was up by 37% from Rs. 2,389 million to Rs. 3,274 million.

DIVIDEND

Keeping in mind the improved performance of the Company and the outlook for your Company, your Directors are pleased to recommend a dividend of Rs. 2.80/- (Rupees Two and Paise Eighty only) per share i.e. 28% on each Equity Share having face value of Rs. 10/- (Rupees Ten only) each.

DIVIDEND DISTRIBUTION POLICY

In accordance with the Regulation 43A of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the Company has formulated a Dividend Distribution Policy.

The Policy is hosted on the website of the Company and can be viewed at https://www.capitalfirst.com/investor/corporate-governance.

CAPITAL ADEQUACY

The Companys capital adequacy ratio was 15.88% as on March 31, 2018, which is above the threshold limit of 15% as prescribed by the Reserve Bank of India (‘RBI).

SHARE CAPITAL

During the year under review, the Company had issued and allotted 15,43,175 equity shares and subsequent to the year under review, 2,500 equity shares were allotted to the eligible employee(s) of the Company under various Employee Stock Option Schemes of the Company. The paid up equity share capital of the Company as on date stands at Rs. 98,96,77,440/- (Rupees

Ninety Eight Crore Ninety Six Lakhs Seventy Seven Thousand Four Hundred and Forty only) comprising of 9,89,67,744 equity shares of Rs. 10/- each.

SUBSIDIARIES

In accordance with the provisions of Section 136 of the Companies Act, 2013, the annual report of the Company, the annual financial statements and the related documents of the Companys subsidiary companies are placed on the website of the Company, https://www.capitalfirst.com . Shareholders may download the annual financial statements and detailed information on subsidiary companies from the

Companys website or may write to the Company for the same.

Further, the documents shall be available for inspection by the shareholders at the registered office of the Company.

The Company has not made any loans or advances in the nature of loans to any of its subsidiary company or companies in which its directors are deemed to be interested, other than in the ordinary course of business. The Company has obtained a certificate from its statutory auditors that it is in compliance with the provisions of Foreign

Exchange Management Act, 1999 with respect to downstream investments made in/by its subsidiaries and in other companies during the year under review. During the year under review, the subsidiary Company viz. Capital First Home Finance Limited raised funds through issue and allotment of 7,14,28,564 Equity Shares of Rs. 10/- each on a right basis, pursuant to receipt of subscription amount of Rs. 99,99,99,896/- (Rupees Ninety Nine Crore Ninety Nine Lakhs

Ninety Nine Thousand Eight Hundred and Ninety Six only) issued at a price of Rs. 14/- per Equity Share (face value of Rs. 10/- each and premium of Rs. 4/- per share) to Capital First Limited.

PUBLIC DEPOSITS

The Company being a Non-Deposit Accepting Non-Banking

Finance Company has not accepted any deposits from the public during the year under review and shall not accept any deposits from the public without obtaining prior approval of the RBI.

RBI GUIDELINES

As a Systemically Important Non-Deposit taking Non-Banking

Finance Company, your Company always aims to operate in compliance with applicable RBI guidelines and regulations and employs its best efforts towards achieving the same.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As required under Regulation 34 of the Listing Regulations and Circulars/ Notifications/Directions issued by RBI from time to time, the Management Discussion and Analysis of the financial condition and result of consolidated operations of the Company for the year under review is presented in a separate section forming part of the Annual Report.

CORPORATE GOVERNANCE

A Report on Corporate Governance as required under Listing Regulations forms part of the Annual Report.

A Certificate from M/s. Makarand M. Joshi & Co., Practicing Company Secretaries, confirming of Corporate Governance as stipulated under the Listing Regulations, also forms part of the Annual Report.

BUSINESS RESPONSIBILITY REPORT

In accordance with Regulation 34(2)(f) of the Listing Regulations, the inclusion of Business Responsibility Report (BRR) as a part of the Annual Report is mandated for top 500 listed entities for the year 2017-18 based on the market capitalization to be calculated as on March 31 of every financial year.

Since Capital First Limited is one of the top 500 listed companies by way of market capitalisation as on March 31, 2017, the Company has presented its BRR for the financial year 2017-18, which is part of this Annual Report. As a green initiative, the Companys BRR will be available on its website at the web link http://www.capitalfirst.com/investor/corporate-governance. Any shareholder interested in obtaining a physical copy of the same may write to the Company Secretary of the Company.

DIRECTORS & KEY MANAGERIAL PERSONNEL

a. Re-appointment

The Board of Directors at their Meeting held on March 29, 2017 on recommendation of Nomination & Remuneration Committee had re-appointed Mr. N. C. Singhal (DIN 00004916), Mr. M. S. Sundara Rajan (DIN 00169775) and Mr. Hemang Raja (DIN 00040769), as Non-Executive Independent Directors of the Company for a term of five years effective from April 01, 2017 to hold office up to March 31, 2022 and they shall not be liable to retire by rotation. The aforesaid re-appointment of Independent Directors was approved by the members in the 12th Annual General Meeting of the Company held on July 05, 2017.

During the financial Dr. (Mrs.) Brinda Jagirdar (DIN 06979864), Non-Executive Independent Director of the Company, who was appointed for a term of three years with effect from September 24, 2014, expired on September 23, 2017. The Board of Directors at its Meeting held on August 02, 2017 on recommendation of Nomination & Remuneration Committee had re-appointed Dr. (Mrs.) Brinda Jagirdar as Non-Executive Independent Director of the Company for a term of five years with effect from September 24, 2017 to hold office up to September 23, 2022 and she shall not be liable to retire by rotation. The aforesaid re-appointment of Dr. (Mrs.) Brinda Jagirdar as Non-Executive Independent Director was approved by members through Postal Ballot results on September 07, 2017. disclosures received from Further, during the financialyear 2017-18, Mr. Dinesh Kanabar (DIN 00003252), Non-Executive Independent Director of the Company, who was appointed for a term of three years with effect from January 06, 2015, expired on January 05, 2018. The Board of Directors at its Meeting held on October 31, 2017 on recommendation of Nomination & Remuneration Committee had re-appointed Mr. Dinesh Kanabar as Non-Executive Independent Director of the Company for a term of five years with effect from January 06, 2018 to hold office up to January 05, 2023 and he shall not be liable to retire by rotation. The aforesaid re-appointment of Mr. Dinesh Kanabar as Non-Executive Independent Director was approved by members through Postal Ballot results on January 21, 2018.

Further, subsequent to the year under review, the Board of Directors at their Meeting held on April 03, 2018 on recommendation of Nomination & Remuneration Committee had re-appointed Mr. Apul Nayyar (DIN 01738973) and Mr. Nihal Desai (DIN 03288923) as Executive Directors who shall act as Whole Time Directors and Key Managerial Personnels of the Company for a term of one year with effect from April 04, 2018 to hold office up to April 03, 2019. The aforesaid re-appointment of Mr. Apul Nayyar and Mr. Nihal Desai shall be subject to the approval of members in the 13th Annual General Meeting of the Company. The Board recommends re-appointment of Mr. Apul Nayyar and Mr. Nihal Desai as Executive Directors who shall act as Whole Time Directors and Key Managerial Personnels of the Company.

The details of the aforesaid Directors forms part of this Report as Annexure 1. b. Retire by Rotation

In accordance with Section 152 and other applicable provisions of Companies Act, 2013, Mr. Narendra Ostawal (DIN 06530414), being Non-Executive Director, retires by rotation and being eligible offers himself for re-appointment at the ensuing Annual General Meeting. The Board recommends his re-appointment.

BOARDS INDEPENDENCE

the Based on the confirmation/

Directors and on evaluation of the relationships disclosed, the following Non-Executive Directors are Independent in terms of Section 149(6) of the Companies Act, 2013 and the requirements of Listing Regulations:

1. Mr. N. C. Singhal (DIN 00004916)

2. Mr. M. S. Sundara Rajan (DIN 00169775)

3. Mr. Hemang Raja (DIN 00040769)

4. Dr. (Mrs.) Brinda Jagirdar (DIN 06979864)

5. Mr. Dinesh Kanabar (DIN 00003252)

NUMBER OF MEETINGS OF THE BOARD

The Board met 7 times during the financial year 2017-18 viz., on May 10, 2017, July 05, 2017, August 02, 2017, October 31, 2017, December 18, 2017, January 13, 2018 and January 24, 2018. The maximum interval between any two meetings did not exceed 120 days.

COMMITTEES OF THE BOARD

In accordance with the Companies Act, 2013 and Listing Regulations, the Company has following Committees in place:

Audit Committee

Stakeholders Relationship Committee

Corporate Social Responsibility Committee

Nomination and Remuneration Committee

Details of the said Committees along with their charters, compositions and meetings held during the financial year, are provided in the "Report on Corporate Governance", as a part of this Annual Report.

COMPANYS POLICY ON DIRECTORS APPOINTMENT, REMUNERATION AND EVALUATION

Pursuant to the provisions of the Companies Act, 2013 ("the Act"), Listing Regulations and requirements of the Reserve Bank of India, Policy on Nomination and Remuneration of

Directors, Key Managerial Personnel, Senior Management and other employees had been formulated including criteria for determining qualifications, positive attributes, Independence of a Director and other matters as required under the said Act and

Listing Regulations.

The evaluation framework for assessing the performance of Directors comprises of the following key areas:

Expertise;

Objectivity and Independence;

Guidance and support in context of life stage of the Company;

Understanding of the Companys business;

Understanding and commitment to duties and responsibilities;

Willingness to devote the time needed for effective contribution to Company;

Participation in discussions in effective and constructive manner;

Responsiveness in approach; and

Ability to encourage and motivate the Management for continued performance and success.

The evaluation involves Self-Evaluation by the Board members and subsequent assessment by the Board of Directors. A member of the Board will not participate in the discussion of his/ her evaluation.

Accordingly, a process of evaluation was followed by the Board for its own performance and that of its Committees and individual Directors and also the necessary evaluation was carried out by Nomination and Remuneration Committee and Independent

Director at their respective meetings held for the purpose. The Board of Directors at their Meeting held on May 04, 2018 on recommendation of Nomination & Remuneration

Committee had approved the payment of remuneration of Rs. 2.80 Crore (Rupees Two Crore and Eighty Lakhs Only) per annum payable to Mr. Apul Nayyar (DIN 01738973) and Mr. Nihal Desai (DIN 03288923) respectively pursuant to the proposed re-appointment and also bonus of Rs. 1.80 Crore (Rupees One Crore and Eighty Lakhs Only) for the financialyear 2017-18 which shall be payable in financialyear 2018-19 to them respectively subject to the approval of members in the 13th Annual General Meeting of the Company.

Further, subsequent to the year under review, the Board of Directors at their Meeting held on May 04, 2018 on recommendation of Nomination & Remuneration Committee had also approved increase in remuneration of Mr. V. Vaidyanathan (DIN 00082596), Chairman & Managing Director by 10%, consisting of Salary of Rs. 5.50 Crore (Rupees Five Crore and Fifty Lakhs Only) per annum effective from April 01, 2018, and approved bonus of Rs. 2.80 Crore (Rupees Two Crore and Eighty Lakhs Only) per annum being effective for the financial financial year 2018 of his tenure.

The aforesaid revision in remuneration and bonus payable to

Mr. V. Vaidyanathan shall be subject to the approval of members in the 13th Annual General Meeting of the Company.

The details of the aforesaid Directors forms part of this Report as Annexure 1.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirements of Section 134(5) of the Companies Act, 2013, with respect to Directors Responsibility Statement, it is hereby stated that:

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and 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 that period; (c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets 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 the company and that such internal financial controls are adequate and were operating effectively; and

(f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Board of Directors at its meeting held on May 08, 2014 had constituted Corporate Social Responsibility (CSR) Committee in accordance with Section 135 of Companies Act, 2013 read with rules formulated therein. The Company had carried out its CSR activities/ programs on the recommendation of the CSR Committee and duly approved by the Board of Directors and in accordance with the policy on CSR as per the identified core areas.

The Company chooses its CSR programs among many options in the CSR Committee and the Board Meeting(s) and does not get persuaded by any external influences other than those short listed in the best of spirit and which can add the social value in the pragmatic and idealistic sense.

The details of contents of CSR Policy of the Company and the details about the development of CSR Policy and initiatives taken by the Company on CSR during the financial been appended as Annexure 3 to this Report.

RISK MANAGEMENT POLICY AND INTERNAL CONTROL

The Company has adopted a Risk Management Policy duly approved by the Board of Directors and also has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. These are discussed at the meetings of the Risk Management Committee, Audit Committee and the Board of Directors of the Company. The Companys internal control systems are commensurate with the nature of its business and the size and complexity.

The detailed note on Risk Management and Internal Controls forms part of Management Discussion and Analysis Report.

CREDIT RATING

During the year, Brickwork Ratings India Private Limited term rating of "BWR AAA" (Triple (Brickwork) A) of your Company. Instruments with this rating are considered to have the highest degree of safety regarding timely servicing of financial obligations. Such instruments carry lowest credit risk. During the year, CARE Ratings Limited (CARE) reaffirmed the long term rating of "AA+" (Double A Plus) of your Company.

Instruments with this rating are considered to have high degree of safety regarding timely servicing of financial obligations. Such instruments carry very low credit risk.

Long-term Bank Loan Facilities: During the year, Brickwork reaffirmed a rating of "BWR AAA" (Triple A) and the Companys rating of "CARE AA+" (Double A Plus) by CARE was reaffirmed. Secured Redeemable Non-Convertible Debentures (NCDs): During the year, Brickwork reaffirmed the rating of "BWR AAA" (Triple A) and the rating of "CARE AA+" (Double A Plus) was reaffirmed by CARE.

Subordinated Non-Convertible Debentures (NCDs): During the year, Brickwork reaffirmed the rating of "BWR AAA" (Triple A) and CARE reaffirmed the rating of "CARE AA+" (Double A Plus). Perpetual Non-Convertible Debentures (NCDs): During the year, Brickwork reaffirmed the rating of "BWR AA+" (Double A Plus) and CARE reaffirmed the "CARE AA" (Double A) rating. Short-term borrowing program: During the year under review, CARE reaffirmed the "CARE A1+" (A One Plus) rating for the short term borrowing program. The rating is the highest rating issued by CARE for short-term debt instruments and indicates strong year have capacity for timely payment of short term debt obligations and further indicates that the borrowing carries the lowest credit risk. During the year under review, ICRA Limited (ICRA) assigned the rating of "A1+" (A One Plus) for the short term borrowing program. The rating is the highest rating issued by ICRA for short-term debt instruments and indicates strong capacity for timely payment of short term debt obligations and further indicates that the borrowing carries the lowest credit risk.

CONSOLIDATED FINANCIAL STATEMENTS

The Audited Consolidated Financial Statements are provided in this Annual Report which have been prepared in accordance with relevant Accounting Standards issued by the Institute of

Chartered Accountants of India (ICAI).

STATUTORY AUDITORS AND THEIR REPORT

The term of M/s. S. R. Batliboi & Co. LLP, Chartered Accountants, having ICAI Firm Registration No. 301003E/ E300005 who were appointed as Statutory Auditors of your Company at the Ninth

Annual General Meeting (AGM) held on June 18, 2014 expired at conclusion of Twelfth Annual General Meeting held on July 05, 2017.

Accordingly, the members of the company at Twelfth Annual

General Meeting of the Company held on July 05, 2017, appointed M/s. B S R & Co. LLP, Chartered Accountants bearing Firm Registration No. 101248W/ W-100022 as the Statutory Auditors of the Company for a term of five years from conclusion of Twelfth Annual General Meeting till conclusion of Seventeenth Annual General Meeting in accordance with the applicable provisions of the Companies Act, 2013 read with the Rules made thereunder and the Listing Regulations and applicable law. As per the provisions of Section 139 of the Companies Act, 2013, the appointment of Statutory Auditors is required to be ratified by members at every Annual General Meeting.

The Company has received the certificate(s) of eligibility in accordance with Section 139, Section 141 and other applicable provisions of the Companies Act, 2013 and rules made thereunder, from M/s. B S R & Co. LLP, Chartered Accountants. Accordingly, the appointment of M/s. B S R & Co. LLP, as Statutory Auditor of the Company is placed for ratification shareholders.

The Statutory Auditors Report on financialstatements for the financialyear 2017-18 does not contain any qualification, reservation or adverse remark.

SECRETARIAL AUDITORS AND THEIR REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules made thereunder, the Company had appointed M/s. Makarand M. Joshi & Co., Practicing Company Secretaries, to undertake the Secretarial Audit of the Company for the financial financialyear2017-18.TheSecretarialAuditReportfor year 2017-18, has been appended as Annexure 5 to this Report.

The Secretarial Auditors Report does not contain any qualification, reservation or adverse remark.

The Board of the Directors at their Meeting held on May 04, 2018 have re-appointed M/s. Makarand M. Joshi & Co., Practicing Company Secretaries, to undertake the Secretarial Audit of the Companyforthefinancial

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of Loans, Guarantees and Investments are given in the notes to the Financial Statements.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SECTION 188

During and subsequent to the year under review, the contracts or arrangements with related parties have been on arms length and in ordinary course of business and they were not material in nature. Accordingly, the particulars of the transactions as prescribed in Form AOC - 2 of the rules prescribed under Chapter

IX relating to Accounts of Companies under the Companies Act,

2013 are not required to be disclosed as they are not applicable.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in

Form MGT 9 is annexed herewith as Annexure 2 to this Directors Report.

VIGIL MECHANISM

Your Company has established a ‘Whistle Blower Policy and Vigil Mechanism for Directors and employees to report to the appropriate authorities concerns about unethical behavior, actual or suspected, fraud or violation of the Companys code of conduct policy and provides safeguards against victimization of employees who avail the mechanism and also provide for directbythe access to the Chairman of the Audit Committee. The said policy has been uploaded on the website of the Company.

DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT 2013 READ WITH RULES

Pursuant to the requirements of Section 22 of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 read with rules made thereunder, the Company did not receive any complaint of sexual harassment during the year under review.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There have been no material changes and commitments, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.

COMPOSITE SCHEME OF AMALGAMATION

During the year under review, the Board of Directors of the Company at its meeting held on January 13, 2018, has approved a composite scheme of amalgamation, in terms of Sections 230-232 of Companies Act, 2013, of Capital First Limited, Capital First Home Finance Limited and Capital First Securities Limited (together the "Amalgamating Companies") with IDFC Bank Limited ("Amalgamated Company"). The Competition Commission of India has, at its meeting held on March 07, 2018, considered the proposed combination and approved the same under subsection (1) of Section 31 of the Competition Act, 2002. The National Housing Bank, vide its letter dated February 16, 2018, has intimated their no objection to the aforesaid amalgamation subject to compliance with the applicable provisions of relevant Acts, Rules, Regulations, etc. in the matter. BSE Limited ("BSE") has, vide its letter dated March 14, 2018, given its prior approval for the aforesaid amalgamation with respect to the Amalgamated

Companys trading membership in the Currency Derivative Segment of BSE. National Stock Exchange of India Limited ("NSE") has, vide its letter dated March 26, 2018, given its prior approval for the aforesaid amalgamation with respect to the

Amalgamated Companys trading membership in the Currency Derivative Segment of NSE. The said scheme remains subject to the receipt of approval from the Reserve Bank of India and other statutory and regulatory approvals, including the approvals of the relevant stock exchanges, Securities and Exchange Board of India, the National Company Law Tribunal, and the respective shareholders and creditors of the Amalgamating Companies and the Amalgamated Company.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE

The Competition Commission of India has, at its meeting held on March 07, 2018, considered the proposed amalgamation of Capital First Limited, Capital First Home Finance Limited and Capital First Securities Limited with IDFC Bank Limited ("Amalgamated Company") and passed an order to approve the same under sub-section (1) of Section 31 of the Competition Act, 2002. Additionally, the National Housing Bank (vide its letter dated February 16, 2018) has intimated its no-objection to the aforesaid amalgamation subject to compliance with the applicable provisions of law in the matter. BSE Limited ("BSE") has (vide its letter dated March 14, 2018) given its prior approval for the aforesaid amalgamation with respect to the Amalgamated

Companys trading membership in the Currency Derivative Segment of BSE. National Stock Exchange of India Limited ("NSE") has (vide its letter dated March 26, 2018) given its prior approval for the aforesaid amalgamation with respect to the

Amalgamated Companys trading membership in the Currency Derivative Segment of NSE. Other approvals and formalities in respect of the aforesaid amalgamation are under process.

PARTICULARS OF ENERGY CONSERVATION, TECHNOLOGY ABSORPTION, EXPENDITURE ON RESEARCH AND DEVELOPMENT, FOREIGN EXCHANGE INFLOW/OUTFLOW, ETC.

The requirements of disclosure with regard to Conservation of

Energy in terms of Section 134 of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014, are not applicable to the Company since it doesnt own any manufacturing facility. However, the Company makes all efforts towards conservation of energy, protection of environment and ensuring safety.

The details of the earnings and outgoing Foreign Exchange during the year under review are provided in Note No. 36 to the Standalone Financial Statements as at March 31, 2018. The

Members are requested to refer to the said Note for details in this regard.

PARTICULARS OF EMPLOYEES, EMPLOYEES STOCK OPTION SCHEME (ESOS) AND EMPLOYEES STOCK PURCHASE SCHEME

(ESPS)

The details in terms of Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are forming part of this report as Annexure 4. The statement containing particulars of employees as required under Section

197(12) of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial

Personnel) Rules, 2014 may be obtained by the members by writing to the Company Secretary of your Company. The Stock Options have been granted to the employees under various CFL - Employees Stock Option Schemes. The said schemes are in compliance with the Securities and

Exchange Board of India (Share Based Employee Regulations, 2014 as amended from time to time (SEBI Regulations). The details and disclosures with respect to ESOS/ ESPS as required under SEBI Regulations are provided on the website of the Company and web link for the same is http://www.capitalfirst.com/investor/corporate-governance.

ACHIEVEMENTS

Your Company and Chairman & Managing Director won several award/ achieved rankings. Select few awards/ rankings are enumerated hereunder:

- Mr. Vaidyanathan received ‘Entrepreneur of The Year - Financial Services Industry in Asia Pacific Entrepreneur Award, 2017. He also received ‘Digitalist Award in Mint SAP Award.

- Capital First received ‘Outstanding Contribution To Financial Inclusion India in Capital Finance International Award - 2017.

- Capital First received ‘Best BFSI Brand Award 2018 recognition in The Economic Times Best BFSI Brand Awards 2018.

- Capital First received ‘Financial Services Company of the Year 2018 in VC Circle Awards 2018.

ACKNOWLEDGEMENT

We are grateful to the Government of India, the Reserve Bank of India, the Securities and Exchange Board of India, the Stock

Exchanges, Insurance Regulatory and Development Authority of

India, National Housing Bank and other regulatory authorities for their valuable guidance and support and wish to express our sincere appreciation for their continued co-operation and assistance. We look forward to their continued support in future.

We wish to thank our bankers, investors, rating agencies, debenture trustees, customers and all other business associates for their support and trust reposed in us.

Your Directors express their deep sense of appreciation for all the employees whose commitment, co-operation, active participation, dedication and professionalism has made the organizations growth possible.

Finally, the Directors thank you for your continued trust and support.

On behalf of the Board of Directors
V. Vaidyanathan
Place: Mumbai Chairman & Managing Director
Date: May 04, 2018 DIN: 00082596