Capfin india Lted DIRECTOR REPORT To, Dear Shareholders Your director's have the pleasure in presenting their 23rd Annual 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 2014-15 are governed by the relevant provisions, schedules, rules of the Companies Act, 2013. 2. BUSINESS PERFORMANCE During the year under review, your company has earned a Profit before depreciation and Income Tax of Rs. 2.35 lacs from its operation. After providing of depreciation of Rs. 0.11 lacs and provisions of Income Tax of Rs 0.61 Lacs the company's net profit amounts Rs. 1.63 Lacs as compared to profit of Rs. 2.82 earned 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, 2015 was Rs. 28647000. During the year under review the company has not issued any shares or any convertible instruments. The company has forfeited 585300 shares during the year. 5. AMOUNT TRANSFERRED TO RESERVES During the year under review, the company has transferred Rs. 38.52 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 2014- 15 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 2015-2016. 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 Equity Shares of the Company were listed with the Stock Exchanges at Delhi, Jaipur and Madhya Pradesh. The Stock Exchanges at Delhi, Jaipur and Madhya Pradesh are now non-operational/de-recognized. The Company declares that its equity shares are listed on the stock exchange at Mumbai. The Company has paid the annual listing fee for the year 2015-16 to the above stock exchange 11. DIRECTORS AND KEY MANAGERIAL PERSONNEL At the 22nd Annual General Meeting of the company held on 28th September, 2014 the company had appointed the existing directors Shri Dinesh Kumar Mantry (DIN 01104655) and Shri Sunil Chopra (DIN 06686443) as independent directors under the companies Act, 2013 for 5 consecutive years for a term upto the conclusion of the 27th Annual General Meeting. All independent directors have given declaration that they meet the criteria of independence as laid down under section 149(6) of the Companies Act, 2013 and clause 49 of listing agreement. At a board meeting held on 28.08.2014 the board had appointed Smt. Meenakshi Rathi (DIN 00325130) as an Additional Director in the category of Whole Time director and also regularize as Women Director in Annual General Meeting as per section 149(1) of the Companies act, 2013. Also Ms. Farha Naaz appointed as Company Secretary w.e.f 1st December, 2014 and Ms. Sunita Lohani as Chief Financial officer w.e.f 20th December, 2014 of the company In accordance with the provisions of Companies Act, 2013 Shri Piyush Kumar (DIN: 01902609), Non Executive Director retires by rotation and being eligible offers himself for re-appointment. 11.1 BOARD EVALUATION Pursuant to the provisions of companies Act, 2013 and clause 49 of the Listing Agreement, 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. 11.2 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. 13. 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. 14. 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) of the Companies Act, 2013: a) that in the preparation of the annual financial statements for the year ended March 31, 2015, 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 judgements 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, 2015 and of the profit 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. 15. 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. However, there were material related party transactions in terms of clause 49 of the listing agreement. All material related party transactions that were entered into during the financial year were on an arm's 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. 16. MANAGEMENT DISCUSSION AND ANALYSIS The Management Discussion and Analysis Report of your company for the financial year ended on 31st March, 2015 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. During the current financial year the company has made impressive growth in terms of turnover of the company. (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) 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. Employee's relations continued to be cordial throughout the year in the company. (h) Cautionary Statement The Statements in the "Management Discussion and Analysis Report" describe the Company's 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. 17. 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. 18. 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". 19. 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. 20. 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 of the Company is as follows: The company has no 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: a) Employed throughout the year - Four b) Employed for part ofthe year - Nil The remuneration paid to all Key management Personnel was in accordance with remuneration policy adopted by the company 21. AUDITORS 21.1 STATUTORY AUDITORS M/s Bhupinder Shah & Co., (Firm Registration No. 008169N) ,Chartered Accountants have been appointed as statutory auditors of the company at the last Annual General Meeting held on 28.09.2014 for a period of three years subject to ratification by members at every consequent Annual General Meeting. Therefore, ratification of appointment of Statutory Auditors is being sought from the members of the Company at the ensuing AGM. The Auditors of the company have not expressed any qualification in their report and notes to accounts given are self explanatory. 21.2 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 Neha Jain (CP No.:14344, FCS: 30822) Company Secretaries to undertake the secretarial audit of the company. The Secretarial Audit Report is annexed herewith as 'Annexure-A'. 21.3 INTERNAL AUDITORS The company has appointed Saurabh Maheshwari as internal auditor of the company pursuant to section 138 of the Companies Act, 2013 read with Rule 13 of Companies (Accounts) Rules, 2014. 22. SUBSIDIARY COMPANIES The Company does not have any subsidiary 23. 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. 24.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. 25. DETAIL OF SHARES IN UNCLAIMED SUSPENSE ACCOUNT The Company has Nil shares in Unclaimed Suspense Account 26. 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 with stock exchanges is annexed as "Annexure-C 27. ACKNOWLEDGMENTS 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 Meenakshi Rathi Director DIN:00325130 Piyush Kumar Director DIN: 01902609 Place: Delhi Dated: 28.05.2015 |