Pro Fin Capital Services Ltd Directors Report.

To:

The Members of Pro Fin Capital Services Limited

Your Directors have pleasure in presenting their 29th Annual Report and the audited financial statements for the financial year ended 31st March 2020

1 Financial Results

The summarized financial results for the financial year ended 31st March 2020 are presented below:

Rs. In Lakhs

Details Financial year ended 31st March 2020 (stand alone) Financial year ended 31st March 2019 (stand alone)
Income 346.70 6169.11
Profit before tax 447.32 299.62
T axation 116.27 83.38
Minority Interest
Transfer to statutory reserve & provision for standard assets 66.32 90.84
Profit for the year 295.07 118.32
Balance brought forward previous year (loss) 119.37 1.05
Less: Dividend proposed including dividend distributioin tax 7.06
Balance carried to balance sheet (loss) 414.92 119.37

• Performance Highlights

The Income during the financial year ended 31st March 2020 is Rs. 346.70 Lakhs compared to Rs. 6169.11. Lakhs. The Profit for the year for the financial year ended 31st March 2020 is Rs 295.07 lakhs compared to Rs. 118.32 lakhs in the previous year.

• Dividend and Reserves

Board of Directors of the Company does not recommend any dividend for the year under consideration. No amount is transferred to General reserves for the financial year 2019 - 2020.

• Share Capital

During the year under review, there was no change in the share Capital structure and the paid up capital of the Company remains at Rs. 70,669,000 during the year the company had not issued any securities carrying convertible in to Equity Shares or carrying differential voting rights.

2. Change In Nature Of Business, If Any:

During the year under review there is no change in nature of business.

3. Finance & Accounts

The Company prepares its financial statements in accordance with the requirements of the Companies Act 2013(hereinafter referred as "the Act" or "Act") and the Generally Accepted Accounting Principles (GAPP) as applicable in India. The financial statements have been prepared on historical cost basis in conformity with the Indian Accounting Standards ("Ind AS"). The estimates and judgments relating to the financial statements are made on a prudent basis so as to reflect in a true and fair manner, the form and substance of transactions and reasonably present the Companys state of affairs, profits and cash flows for the financial year ended 31st March 2020.

4. NBFC registration with RBI NBFC registration with RBI

During the year under report, the Company continues to be registered with RBI as an NBFC.

5. Subsidiaries and Associate Company

Tera Natural Resources Private Limited ceased to be a subsidiary during the financial year ended 31st March 2020. Tera Natural Resources Private Limited is associate company. Necessary details in form AOC-1 are annexed to this report.

6. Statement On Annual Evaluation Of Board, Committee And Its Directors

Pursuant to the provisions of the Companies Act, 2013 and provisions of Regulations of the SEBI (Listing Obligation & Disclosure Requirements) Regulation, 2015, the Board has carried out an evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Stakeholder Relationship and Nomination & Remuneration Committees. A separate exercise was carried out to evaluate the performance of individual Directors who were evaluated on parameters such as level of engagement and contribution, independence of judgment, safeguarding the interest of the Company and its minority shareholders etc. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of Non-Independent Directors was carried out by Independent Directors. The Directors expressed their satisfaction with the evaluation process

7. Remuneration Policy

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. Remuneration Policy is available on companys website www.profincapital.co.in

8. Board of Directors

The Board of Directors of the Company is duly constituted.

Mr. Abhay Gupta retires by rotation and being eligible offers himself for reappointment. Appropriate resolution for his re-appointment is being placed for the approval of the shareholders of the Company at the ensuring AGM

9. Meetings of Board of Directors

The Meetings of the Board of Directors are scheduled well in advance and held at the Registered Office of the Company at Borivali. The notice confirming the meeting and the detailed agenda is sent well in advance to all the Directors.

During the year under report, the Board met 8 (Eight) times on 02.04.2019, 29.05.2019,

17.07.2019, 13.08.2019, 16.09.2019, 23.10.2019, 22.01.202020 and 09.03.2020.

10. Audit Committee

The Audit Committee consists of two independent directors and the CFO, namely:

1) Mr. Atul Kumar

2) Mr. Manav Kumar

3) Mr. Abhay Gupta - CFO

During the year, the Audit Committee met 4 times on 29.05.219, 13.08.2019, 23.10.219 and

22.01.2020,

11. Nomination and Remuneration Committee

The Nomination and Remuneration Committee consists of two independent directors and the CFO, namely:

1) Mr. Atul Kumar

2) Mr. Manav Kumar

3) Mr. Abhay Gupta - CFO

During the year, the Nomination and Remuneration met 2 times on 04.04.2019 and 29.05.2019,

12. Internal Financial Controls:

The Company has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Companys policies, the safeguarding of its assets, the prevention and detection of fraud and errors, the accuracy and completeness of the accounting records and timely preparation of reliable financial disclosures.

13. Listing of shares on BSE

During the financial year under report, the equity shares issued by the company continue to be listed on BSE. The Listed Capital of the Company is 70,66,900 at the face value of Rs. 10/- each.

14. Extract of Annual Return

The extract of Annual Return in Form MGT 9, as required in section 92 of the Companies Act, 2013, as at 31st March 2020, can be accessed by clicking at the following link www.profincapital.co.in/downloads.php

15. Vigil Mechanism / Whistle Blower Policy

The Company is committed to the high standards of Corporate Governance and stakeholder responsibility. The Company has established a vigil mechanism to be known as the Whistle Blower Policy for its Directors and employees to report instances of unethical behavior, actual or suspected fraud or violation of the Companys Code of Conduct. The aim of the policy is to provide adequate safeguards against victimization of whistle blower who avails of the mechanism and also provide direct access to the Chairman of the Audit Committee, in appropriate or exceptional cases.

Accordingly, Whistle Blower Policy has been formulated with a view to provide a mechanism for the Directors and employees of the Company to approach Chairman of the Audit Committee of the Company. The purpose of this policy is to provide a framework to promote responsible and secure whistle blowing. It protects employees willing to raise concerns about serious irregularities within the Company.

16. Prevention of Insider Trading

The Company has adopted a Code of Conduct for prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Companys shares and prohibits the purchase or sale of Companys shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code. All Board Directors and the designated employees have confirmed compliance with the Code. The Companies Code of Conduct is available on companies Website.

17. Particulars of loans, guarantees or investments by the Company

The Company has not given any Loans or provided Guarantee and Security within the meaning of section 186 of Companies Act, 2013.

18. Significant and material orders passed by the Regulators or Courts

There are no significant and material orders passed by the regulators or courts against the Company during the year.

19. Material Changes Affecting The Financial Position Of The Company:

There have not been any material changes and commitment affecting the financial position of the Company during the financial year 2019-20.

20. Directors responsibility statement

To the best of knowledge and belief and according to the information and explanation obtained by them, your directors make the following statement in terms of section 134 (3) (c) read with section 134(5) of the Companies Act, 2013 in preparation of the Annual Accounts for the year ended on March 31, 2020 and state that:

(i) That in preparation of annual accounts for the year ended 31st March 2020 the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

(ii) 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 as at 31st March 2020 and of the profit of the Company for the year ended on that date;

(iii) That the directors have 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) That the annual accounts have been prepared on a going concern basis

(v) That the directors have devised proper systems to ensure compliance with the provisions of all applicable law and that such systems were adequate and operating effectively

21. Statement On Declaration By Independent Director:

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under Section 149(6) of Companies Act, 2013 read with Rules and Regulation 16(1) (b) of SEBI (Listing Obligation and disclosure requirements) Regulation, 2015 with the Stock Exchanges.

22. Statutory auditors

M/s. A K Kocchar & Associates, Chartered Accountants was appointed as a statutory auditors of the Company w.e.f. 26.06.2020. Resolution for appointment for the term of 5 years is being placed for the approval of the shareholders of the Company at the ensuring AGM

23. Cost Audit

The provisions of the Companies (Cost Records and Audit) Rules 2014 are not applicable to the companys operations.

24. Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Rules made there under, the Company has appointed Mr. L. Krishnamoorthy, Practicing Company Secretary, to undertake the Secretarial Audit of the Company for the financial year 2019-2020. The Secretarial Audit Report for the financial year 2019-20 has been annexed to this Report.

25. Internal control system and their adequacy

The Company has an effective internal control system commensurate with its size and scale of its operations. The Audit Committee reviews the adequacy and effectiveness of the internal control systems and suggests improvements, wherever required.

26. Environment and safety

The Companys operations do not pose any environmental hazards.

27. Statutory Information

(A) Conservation of energy: Not applicable

(B) Technology Absorption: Not applicable

(C) Foreign exchange earnings and expenses: Not applicable

28. Corporate Social Responsibility

The provisions of Section 135 are not applicable to the Company.

29. Related party transactions

All transactions entered with related parties for the financial year ended 31st March 2020 were on arms length basis and in the ordinary course of business. Hence provisions of Section 188 of the Companies Act, 2013 are not attracted and disclosure in Form AOC 2 is not required. All related party transactions are placed before the Audit Committee and the Board of Directors for approval. The related party transactions during the year are disclosed in the Notes to the Accounts at appropriate place.

30. Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013:

(Prevention, Prohibition & Redressal) Act, 2013 and has framed a Committee for implementation and periodical review of such policy.

31. The required disclosures under the Companies (Appointment & Remuneration of Managerial Personnel) Rules 2014 are given in annexre 1 which forms part of Report.

32. In terms of Regulation 15(2) of SEBI (LODR) Regulation Relating to Corporate Goveranance are not applicable to the company and hence the details are not given.

33. Acknowledgement

Your Directors would like to place on record their sincere appreciation to Shareholders, Bankers, Institutions and Employees for their co-operation and support.

The Company has in place a Policy with respect to Sexual Harassment of Women at the Workplace

For and on behalf of Board of Directors

Place: Mumbai Sd/-
Date: 13.08.2020 (Anupam N. Gupta)
Managing Director