Capman Financials Ltd Directors Report

To the Members

Your Directors have pleasure in presenting the Twenty First Annual Report and the Audited Statement of Accounts of the Company for the financial year ended 31st March 2014.

FINANCIAL RESULTS

The financial results for the year ended 31st March, 2014 are as under:

		(Rs. in Lacs)
Particulars	2013-14	2012-13
Total Revenue (Gross)	82.91	75.45
Profit before Depreciation	67.89	67.60
Less: Depreciation	0.07	0.07
Profit Before Tax	67.82	67.53
Less: Provision for Taxation	20.96	20.87
Profit After Taxation	46.86	46.66
Less: Provision against Standard Assets	1.55	1.41
Less: Transferred to Reserve Fund-45 IC	9.37	9.33
Add: Balance brought forward	131.81	95.89
Balance Carried to Balance Sheet	167.75	131.81

OPERATIONS

During the financial year 2013-14, the company has carried only business of financing activity. In respect of its financing activities, the total interest income (gross) for the year was Rs. 82.91 lacs as against Rs. 75.45 lacs for the previous year. During the financial year 2013-14, the company has not carried any activity of dealing in shares and derivatives. The company has not carried out any investment activity during the year. Further the company does not have any borrowed funds and therefore had no interest expenses. Depreciation for the year was Rs. 7296/-. The profit before tax for the year is Rs. 67.82 lacs as against Rs. 67.53 lacs for the previous year. Provision for the current income tax amounted to Rs. 20.96 lacs. The net profit after tax for the current year is Rs. 46.86 lacs as against Rs. 46.66 lacs for the previous year. An amount of Rs. 9.37 lacs has been transferred to the reserve fund account and Rs. 1.55 lacs to the provision against standard assets account as mandated for the NBFCs. The resultant credit balance after appropriations for the year is Rs. 35.94 lacs and after considering the brought forward balance of Rs. 131.81 lacs, the total credit balance of the profit and loss account at Rs. 167.75 lacs is carried to the Balance Sheet as at 31st March, 2014.

DIVIDEND

Directors do not propose any dividend in view of moderate profits for the financial year ended on 31st March, 2014.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and the Article of Association of the Company, Mr. Jagdishbhai K. Bodra and Mr. Kautilbhai P. Patel, Directors of the Company, retire by rotation at the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment.

AUDITORS

The Auditors M/S Pankaj P. Sanghavi and Co. hold office until the conclusion of the ensuing Annual General Meeting and are recommended for re-appointment.

The Ministry of Company Affairs has notified the provisions of section 139 of the Companies Act, 2013, for appointment of Auditors, which effective from April, 2014. Pursuant to section 139(2) of the Companies Act, 2013 and the rules made thereunder, no listed company shall appoint or re-appoint an audit firm as auditor for more than two terms of 5 consecutive years. Further, the aforesaid appointment is subject to ratification by the Members of the Company at every AGM.

The Period of ten years (two terms of 5 years each) has to be calculated from the date of appointment of the auditors. Further, the proviso to said section 139(2) stipulates that every company existing on or before the commencement of the Companies Act, 2013, has to comply with the requirements of this section within 3 years from the date of commencement of the Act. M/S Pankaj P. Sanghavi and Co. has served for 3 years. Pursuant to Section 139(2) of the Companies Act, 2013, the Audit Committee and the Board of Directors of the company have recommended their appointment for a period of one year i.e. from the conclusion of 21st AGM till the conclusion of 22nd AGM subject to the approval of Members in the AGM of the Company. M/S Pankaj P. Sanghavi and Co. have confirmed that their re-appointment, if made, will comply with the eligibility criteria in terms of Section 141 (3) of the Companies Act, 2013.

AUDITORS REPORT

Observations made in the Auditors Report for the financial year 2013-14 are self-explanatory and therefore, do not call for any further comments under section 217(3) of the Companies Act, 1956.

PUBLIC DEPOSITS

Pursuant to the provisions of Section 58A of the Companies Act, 1956, the Company has not accepted any deposits from the public during the financial year 2013-14 and that there is no outstanding balance of such public deposits as at 31st March, 2014.

PARTICULARS OF EMPLOYEES

During the year, no employee of the Company received a salary of more than Rs.60.00 lacs per annum or Rs.5.00 lacs per month. Accordingly, no particulars of employees are to be given pursuant to the provisions of Section 217(2A) of the Companies Act, 1956.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

[pursuant to section 217 (1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988] During the year, the Company has not carried any activity in relation to conservation of energy or technology absorption and therefore particulars with respect thereto is - NIL.

There were no foreign exchange earnings or outgo during the financial year 2013-14.

COMPLIANCE CERTIFICATE

The Company has obtained Compliance Certificate for the financial year 2013-14 in accordance with the provisions of Section 383A of the Companies Act, 1956 read with Rule 3(2) of the Companies (Compliance Certificate) Rules, 2001. A copy of the Compliance Certificate dated May 30, 2014 issued by M/s. Dayanand Sharma & Associates, Practicing Company Secretaries is annexed hereto and forms part of this Report.

CORPORATE GOVERNANCE

As required under Clause 49 of the Listing Agreement, a report on Corporate Governance along with the Auditors certificate thereon is annexed hereto and forms part of this Report.

MANAGEMENT DISCUSSION AND ANALYSIS

During the financial year 2013-14 the Company has increased its profitability by focusing more on the financing activities with the available resources. During the year the Company has not carried on its business of dealing in shares and derivatives and any investment activity. The management has initiated discussions for growth and restructuring of the business of the company but the same is still at very preliminary stage. However the Company will continue to share with its members, details of any other business opportunities as and when the same are taken up for such discussions.

The existing business of the company is being expanded within the available resources which may eventually improve the profitability and consequently the values for the stakeholders.

The Companys liquidity and capital resources are sufficient to meet its expected working capital requirements for the ongoing business during the current year.

The Company has internal control systems which are adequate with respect to the level of present activities.

The financial performance of the Company is directly correlated to the operational performance of the Company in view of its nature of business. The financial performance of the Company has been moderate this year as it earned reasonable profit for the year.

The Company believes in developing human resources and maintaining cordial relations with all its shareholders, clients, staff and other agencies with whom it needs to deal.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 217 (2AA) of the Companies Act 1956, the Directors, based on the information and representations received from the management, confirm that:

(i) In preparation of the accounts for the financial year ended 31st March 2014, the applicable accounting standards have been followed;

(ii) Appropriate accounting policies have been selected and applied consistently and have 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 as at 31st March, 2014 and of the Statement of Profit and Loss Account for the year ended on 31st March, 2014;

(iii) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; and

(iv) The annual accounts have been prepared on a going concern basis.

ACKNOWLEDGEMENT

The Board of Directors wish to place on record their sincere appreciation and acknowledge with gratitude the support and co-operation extended by the shareholders, clients and bankers and look forward to their continued support.

	By Order and on behalf of the Board
	Jagdishbhai K. Bodra
Place: Mumbai	Director
Date: May 30, 2014	DIN: 0064752