Haryana Capfin Ltd Directors Report

To the Members,

Your Directors are pleased to present the 26 th Annual Report along with Audited Financial Statements of the Company for the financial year ended 31 st March 2024.

FINANCIAL RESULTS

The highlights of the financial results are as under:

(Rs. in Lakhs)

	Year ended 31.03.2024	Year ended 31.03.2023
Total Income	439.10	274.28
Profit before Tax	377.91	213.11
Less: Provision for Tax	96.15	56.12
Profit after Tax	281.76	156.99
Balance brought forward from previous year	1818.05	1702.86
Profit available for appropriation	2099.81	1859.85
Appropriations
- Statutory Reserves	56.35	31.80
- Transfer to General Reserve	10.00	10.00
- Surplus carried to Balance sheet	2033.46	1818.05
	2099.81	1859.85

DIVIDEND

With a view to conserve resources for future business operations of the Company, your Directors do not recommend any dividend for the year under review.

CHANGE IN NATURE OF BUSINESS

There is no change in the nature of business of the Company during the year under review.

TRANSFER TO RESERVES

The Company proposes to transfer Rs. 10 lakhs to the General Reserve out of the amount available for appropriations.

RESULTS OF OPERATIONS

Total income of the Company during the year was Rs. 439.10 lakhs as against Rs. 274.28 lakhs in the previous year. The Profit before tax during the year was Rs. 377.91 lakhs as against Rs. 213.11 lakhs in the previous year. Profit after tax was Rs. 281.76 lakhs as against Rs. 156.99 lakhs in the previous year.

SUBSIDIARY COMPANY

The Company has no subsidiary as on 31st March, 2024.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year Mrs. Shruti Raghav Jindal was re-appointed as Whole Time Director for a period of 3 years w.e.f 1st July, 2023.

Mr. Saket Jindal, Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for reappointment.

Tenure of Mr. Kamal Kishore Bhartia as Independent Director would expire on 25th September, 2024. The Board proposes to appoint Mr. Ajay Kumar Gupta as Independent Director, w.e.f. 26th September, 2024 subject to approval of the shareholders.

During the year, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees and reimbursement of expenses incurred by them for the purpose of attending meetings of the Company.

Mr. Ayush Goel resigned as Company Secretary and Compliance Officer on 9th June, 2023. Mr. Pratham Rawal was appointed as Company Secretary & Compliance Officer w.e.f.11th September, 2023.

Pursuant to the provisions of Section 203 of the Companies Act, 2013, the Key Managerial Personnel of the Company as on 31st March, 2024, were Mrs. Shruti Raghav Jindal, Whole-Time Director, Mr. Rajender Singh, Chief Financial Officer and Mr. Pratham Rawal, Company Secretary.

BOARD MEETINGS

During the year 2023-24, 5 (Five) Board meetings were held. Details of meetings are given in the Corporate Governance Report, which forms part of this report.

DECLARATION BY INDEPENDENT DIRECTORS

Independent Directors of the Company have given declarations to the Company under Section 149(7) of the Companies Act, 2013 read with Regulation 25(8) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 that they meet the criteria of independence as provided under Section 149(6) of the Companies Act, 2013 read with Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. They have further declared that they are not debarred or disqualified from being appointed or continuing as Directors of Companies by the SEBI /Ministry of Corporate Affairs or any such statutory authority. The terms and conditions of the appointment of Independent Directors have been disclosed on the website of the Company : www.haryanacapfin.com

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

In compliance with the requirements of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has formulated a policy to familiarize the Independent Directors with the Company and the details of Familiarization Programme are provided in the Corporate Governance Report and also available on the website of the Company : www.haryanacapfin.com/pdf/Familiarization-Programme.pdf

BOARD EVALUATION

The Board of Directors has carried out the Annual performance evaluation of its own, Board Committees and individual Directors pursuant to the provisions of the Companies Act, 2013 and the Corporate Governance requirements as prescribed under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Performance of the Board was evaluated by the Board, after seeking inputs from all Directors on the basis of the criteria such as Board composition and structures, effectiveness of Board processes, information and functioning etc.

Performance of the Committees was evaluated by the Board after seeking inputs from the Committee members on the basis of the criteria such as composition of Committees, effectiveness of Committee meetings etc.

The Board and the Nomination and Remuneration Committee reviewed the performance of the Individual Directors on the basis of criteria such as contribution of the Individual Director to the Board and Committee meetings.

Also in a separate meeting of Independent Directors, performance of Non-Independent Directors, Board as a whole and the chairman were evaluated, taking into account the views of Executive and Non-Executive Directors. Performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated.

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

Salient features of Companys policy on appointment and remuneration of Directors, key managerial personnel and other employees including criteria for determining qualifications, positive attributes, independence of Directors and other matters provided in Section 178(3) of the Companies Act, 2013 has been disclosed in the Corporate Governance Report, which forms part of this Report.

RISK MANAGEMENT

Adequate measures have been adopted by the Company to anticipate, plan and mitigate the spectrum of risks it faces. The Companys business operations are exposed to financial risks including Liquidity risk etc.

The Board of the Company has approved the Risk management Policy of the Company and authorized the Audit Committee to implement and monitor the risk management plan for the Company and also identify and mitigate the various element of risks, if any, which in the opinion of the Board may threaten the existence of the Company.

INTERNAL FINANCIAL CONTROLS

As per the provisions of Section 134(5)(e) of the Companies Act, 2013 the Company has in place adequate Internal Financial Controls with reference to Financial Statements. Audit Committee periodically reviews the adequacy of Internal Financial Controls.

During the year, such controls were tested and no reportable material weaknesses were observed.

DIRECTORS RESPONSIBILITY STATEMENT

As required under Section 134(5) of the Companies Act, 2013, your Directors state:

(i) that in the preparation of the Annual Accounts for the year ended 31st March, 2024, the applicable accounting standards had been followed and there are no material departures;

(ii) that the accounting policies selected and applied are consistent and the judgments and estimates made 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 financial year and of the profit of the Company for that period;

(iii) 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;

(iv) that the Annual Accounts for the year ended 31st March, 2024 have been prepared on a going concern basis;

(v) that the internal financial controls laid down by the Board and being followed by the Company are adequate and were operating effectively; and

(vi) that the proper systems, devised by Directors to ensure compliance with the provisions of all applicable laws, were adequate and operating effectively.

ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013, the Annual Return of the Company prepared in accordance with Section 92(1) of the Companies Act, 2013 read with Rule 11 of the Companies (Management and Administration) Rules, 2014 is available on the Companys website i.e. www.haryanacapfin.com

AUDIT COMMITTEE

The Audit Committee of the Company consists of Mr. Kamal Kishore Bhartia, Chairman, Mrs. Shruti Raghav Jindal and Mr. Krishna Kumar Khandelwal, as its other members. The terms of reference are in conformity with the requirements of Section 177 of the Companies Act, 2013 and Regulation 18 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 including Part C of Schedule II of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

VIGIL MECHANISM

The Company has adopted a Whistle blower policy and has established the necessary Vigil Mechanism for Directors and employees to report concerns about unethical behavior, actual or suspected fraud or violation of the Companys Code of conduct. The said policy has been disclosed on the Companys website under the web link http://www.haryanacapfin.com/VIGILMECHANISM.pdf

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Pursuant to Section 186(11) (b) of the Companies Act, 2013, provisions of Section 186 are not applicable to any investments made by a non-banking financial company registered under Chapter IIIB of the Reserve Bank of India Act, 1934 and whose principal business is acquisition of securities (i.e. investment and lending activities). During the year the company has not given any guarantee or provided any security.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

During the year, the Company had not entered into any contract/ arrangement/transactions with the related parties as defined under provisions of Section 188 of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Thus disclosure in form AOC-2 is not required.

CORPORATE GOVERNANCE REPORT

Pursuant to Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Corporate Governance Report along with Certificate regarding compliance of conditions of Corporate Governance has been annexed as part of this Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As required under Regulation 34(2)(e) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a detailed analysis of your Companys performance is discussed in the Management Discussion and Analysis Report which forms part of this Annual Report.

INFORMATION UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has constituted an Internal Complaints Committee under Section 4 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the year no complaint was filed before the said Committee.

AUDITORS

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and Rules framed thereunder, M/s A.M.A.A & Associates, Chartered Accountants were re-appointed as Statutory Auditors of your Company from the conclusion of 22nd Annual General Meeting until the conclusion of the 27th Annual General Meeting. The Auditors Report does not contain any qualification, reservation, adverse remark or disclaimer.

COST RECORDS

The Company is not required to maintain cost records as specified by the Central Government under Section 148(1) of the Companies Act, 2013.

SECRETARIAL STANDARDS

The Directors state that applicable Secretarial Standard i.e SS-1 and SS-2 relating to ‘Meetings of the Board of Directors and ‘General Meetings respectively have been duly followed by the Company.

SECRETARIAL AUDIT

The Board had appointed Mr. Rajesh Gupta, Company Secretary to conduct Secretarial Audit for the financial year ended 31st March, 2024. The Secretarial Audit Report for the year ended 31st March, 2024 is annexed herewith as an annexure to this Report. The Secretarial Audit Report is self explanatory and does not contain any qualification.

PUBLIC DEPOSITS

The Company is a Non-Deposit taking NBFC and has not accepted any deposits during the year.

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

In view of the business activities of the Company, the information relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required under Section 134(3) (m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 are not applicable to the Company.

PARTICULARS OF EMPLOYEES

Particulars of employees, as required under Section 197(12) of the Companies Act, 2013 (Act) read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of this report.

All Non-Executive Directors are paid by way of sitting fees for each meeting of the Board of Directors and Audit Committee attended by them.

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:

a) Employed throughout the year	Nil
b) Employed for part of the year	Nil

MATERIAL CHANGES & COMMITMENTS

No material changes and commitments, affecting the financial position of the Company have occurred after the end of the financial year ended 31st March, 2024 and till the date of this report.

CORPORATE SOCIAL RESPONSIBILITY

The Company is not falling under the purview of criteria specified in Section 135(1) of the Companies Act, 2013 and hence the disclosure pertaining to Section 135 of the Companies Act, 2013 is not applicable to the Company.

OTHER DISCLOSURES

Your Directors state that there being no transactions with respect to following items during the year under review, no disclosure or reporting is required in respect of the same:

1. Issue of equity shares with differential rights as to dividend, voting or otherwise.

2. Issue of shares (including sweat equity shares) to employees of your Company under any scheme.

3. The Whole-time Director of your Company doesnt receive any remuneration or commission from any of its subsidiaries.

4. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Companys operations in future.

5. Buy-back of shares.

6. No application was made or any proceeding is pending under the Insolvency and Bankruptcy Code, 2016.

7. No settlements have been done with banks or financial institutions.

ACKNOWLEDGEMENT

The Board expresses its grateful appreciation of the assistance and co-operation received from Central and State Governments, Banks & Financial Institutions and Shareholders.

Your Directors wish to place on record their deep sense of appreciation for the devoted contribution made by the employees and associates at all levels.

For and on behalf of the Board	Shruti Raghav Jindal	Kamal Kishore Bhartia
Place : Gurugram	Whole-time Director	Director
Dated : 6 th August, 2024	DIN- 02208891	DIN-00081236