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Directors Report of Capfin India Ltd.

Mar 31, 2015

Dear Members,

The 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.

1. FINANCIAL RESULTS

The results of your Company's financial prudence and business excellence for the year ended 31st March, 2015 are as follows:

(Rs.In lacs)

Particulars Financial year Financial year ended 31.03.2015 ended 31.03.2014

Gross Income 343.45 136.19

Profit/(Loss) before Depreciation 2.35 3.90 and Tax

Less: Depreciation 0.11 0.04

Profit/(Loss) before Tax 2.24 3.86

Add/Less: Provision for tax including deferred 0.61 1.04 Tax

Profit/(Loss) after Tax 1.63 2.82

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.

11.3 BOARD MEETINGS

During the year Eleven (11) Board meeting were held, details of which are given below:

S. No. Date of Board meeting No. of Directors attended meeting

1. 30th April, 2014 3

2. 29th May, 2014 3

3. 30thJuly, 2014 3

4 28th August, 2014 3

5. 28th September, 2014 4

6. 29th September, 2014 4

7. 14th November, 2014 4

8. 1st December, 2014 (11.00 4 A.M)

9. 1st December, 2014 (6.00 4 PM)

10. 20th December, 2014 4

11. 13th February, 2015 4

12. COMMITTEE OF BOARD

12.1 AUDIT COMMITTEE

The company is having an audit committee comprising of the following directors:

Name Status Category

Dinesh Kumar Chairman Independent Director Mantry

Sunil Chopra Member Independent Director

Piyush Kumar Member Non Executive Director

12.2 NOMINATION AND REMUNERATION COMMITTEE

The company is having an Nomination and Remuneration committee comprising of the following directors:

Name Status Category

Dinesh Kumar Chairman Independent Director Mantry

Sunil Chopra Member Independent Director

Piyush Kumar Member Non Executive Director

12.3 STAKEHOLDER RELATIONSHIP COMMITTEE

The company is having an Nomination and Remuneration committee comprising of the following directors:

Name Status Category

Dinesh Kumar Mantry Chairman Independent Director

Sunil Chopra Member Independent Director

Piyush Kumar Member Non Executive Director

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.

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 of the 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 Caplin India Limited

Meenakshi Rathi Piyush Kumar Director Director DIN:00325130 DIN: 01902609

Place: Delhi Dated: 28.05.2015


Mar 31, 2014

Dear Members,

The director's have the pleasure in presenting their 22nd 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 2013-14 are governed by the relevant provisions, schedules, rules of the Companies Act, 1956.

FINANCIAL RESULTS

The results of your Company's financial prudence and business excellence for the year ended 31st March, 2014 are as follows:

(Rs. In Lacs)

Particulars Financial year Financial year ended 31.03.2014 ended 31.03.2013

Gross Income 136.19 287.15

Profit/(Loss) before Depreciation 5.05 2.69 and Tax

Less: Depreciation 0.02 0.00

Profit/(Loss) before Tax 5.03 2.69

Add/Less: Provision for tax 1.40 0.52

including deferred Tax

Profit/(Loss) after Tax 3.67 3.43

REVIEW OF OPERATIONS

During the year under review, your company has earned a Profit before depreciation and Income Tax of Rs. 5.05 lacs from its operation. After providing of depreciation of Rs. 0.02 lacs and provisions of Income Tax of Rs 1.40 Lacs the company's net profit amounts Rs. 3.67 Lacs as compared to profit of Rs. 3.43 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.

DIVIDEND AND APPROPRIATIONS

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.

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

MATERIAL CHANGES

There were no material changes and commitments, affecting the financial position of the Company between the end of the financial year of the company and the date of the Director's Report.

PARTICULARS OF EMPLOYEES UNDER SECTION 217(2A) OF THE COMPANIES ACT, 1956

None of the employee drew remuneration of Rs. 5,00,000/- or more per month or Rs. 60,00,000 /- or more per annum during the financial year 31/03/2013. This information is furnished with respect to Section 217(2A) of the Companies Act, 1956 and the Companies (Particulars of the Employees) Rules, 1975 forming part of the Directors' Report.

DIRECTORS' RESPONSIBILITY STATEMENTS

In accordance with Section 217(2A) of the Companies Act, 1956, the Directors confirm that:

a) That in the preparation of the annual accounts the applicable accounting standards has been followed along with proper explanation relating to material departures.

b) That they 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 affairs of the company at the end of the financial year and of the profit or loss of the company for the period under review.

c) That they have taken proper and sufficient care 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.

FIXED DEPOSITS

The Company has not accepted any public deposits during FY 2013- 14 within the meaning of Section 58A of the Companies Act, 1956 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 2013-2014.

BOARD OF DIRECTORS

The company has appointed Mr. Sunil Chopra, Mr. Dinesh Kumar as Independent Directors as per the applicability of the Companies Act, 2013. The company has received declarations from the said independent directors of the company confirming that the they meet the criteria of independence as prescribed both under section 149(6) of the Companies Act, 2013 and clause 49 of the Listing Agreement.

In accordance with the provisions of Section 149(4) and proviso to Section 152(5) of the Companies Act, 2013, these Directors are being appointed as Independent Directors to hold office as per their tenure of appointment mentioned in the Notice of the forthcoming AGM of the Company.

Ms. Meenakshi Rathi has been appointed as Whole Time Director on the board with effect from 28th August, 2014 subject to approval of shareholders in the forth coming Annual General Meeting.

In accordance with the requirements of the Act and the Articles of Association of the Company, Mr. Piyush Kumar retires by rotation and is eligible for re-appointment.

Mr. Jai Bhagwan Mahant, the independent director has resigned from the board and the company appreciates the contribution given by him in the company.

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

The particulars regarding energy conservation, technology absorption, foreign exchange earnings and outgo as prescribed under section 217(I) (e) of the companies Act, 1956 read with companies (disclosure of particulars in the report of the board of directors) Rules 1998 are not applicable.

AUDITORS

M/s. Bhupinder Shah & Co. Chartered Accountants, New Delhi retires at the forthcoming Annual General Meeting of the Company and have expressed their willingness for re- appointment as statutory auditors in accordance with the Companies Act, 2013 and confirmed that their re-appointment, if made, will be within the prescribed limits under section 141(3) of the Companies Act, 2013 and they are not disqualified for such reappointment within the meaning of Section 141 of the said act.

AUDITORS' REPORT

The Auditors of the company have not expressed any qualification in their report and notes to accounts given are self explanatory.

COMPLIANCE CERTIFICATE

Being the company having paid-up share capital of Rs. 34,500,000/- it is required to obtain Compliance certificate from a practicing Company Secretary and it has been duly attached with the director's report signed by M/s. R J & Associates.

MANAGEMENT ANALYSIS AND DISCUSSION

The Financial service sector is passing through a period of dull phase, which has also affected the growth of the company. We feel, with the picking up of the Indian Economy, the finance sector shall also pickup and your company hopes to do the better during the year under review.

CORPORATE GOVERNANCE

A separate section on Corporate Governance forming part of the Directors' Report and the certificate from the Practicing Company Secretary confirming compliance of Corporate Governance norms as stipulated in Clause 49 of the Listing Agreement with the Indian Stock Exchanges is included in the Annual Report pursuant to clause 49 of the Listing Agreements.

ACKNOWLEDGEMENT

Your Directors wish to place on record their thanks to the bankers for their continued support, co-operation and all time assistance. Sincere thanks are also due to the employees for showing their hard work and belongingness.

For and on behalf of the Board of Directors For Capfin India Limited

Sd/- Sd/- Dinesh Kumar Piyush Kumar Director Director DIN:01104655 DIN:01902609

Place: Delhi Dated: August 28, 2014


Mar 31, 2013

Dear Members,

The director's have the pleasure in presenting their Twenty First Annual report of the company with statements of accounts for the period ended on 31st March, 2013.

FINANCIAL RESULTS

(Rs. In Lacs)

Particulars 31.03.2013 31.03.2012

Gross Income 287.14 22.57

Profit/(Loss) before Depreciation and 2.69 4.37 Tax

Less: Depreciation 0.00 0.015

Profit/(Loss) before Tax 2.69 4.35

Add/Less: Provision for tax including 0.52 0 .84

deferred Tax

Profit/(Loss) after Tax 2.17 3.50

REVIEW OF OPERATIONS

During the year under review, your company has incurred Profit before depreciation and I. Tax of Rs. 2.69 lacs from its operation. After providing of depreciation of Rs. 0.00 lacs and provisions of I. Tax of Rs .52 Lacs the net profit has been at Rs. 2.17 Lacs.

DIVIDEND AND APPROPRIATIONS

The company has not earned any distributable profits therefore your directors have decided not to recommend dividend.

AUDITORS REPORT

Auditors report on the final accounts of the company is attached herewith. Auditors report does not contain any reservation, qualification or adverse remark.

DIRECTORS

Mr. Dinesh Kumar as the director of the company retire by rotation as required under the section 255 of the Companies Act, 1956 and being eligible , offers himself for reappointment.

Your Directors recommend the re-appointment of Mr. Dinesh Kumar as the director of the company.

AUDITORS

M/S.Bhupinder Shah & Co. chartered Accountants Statutory auditors of the company hold office until the conclusion of the annual general meeting and are recommended for the re-appointment. The Company has received certificate from them to the effect that their appointment if made would be within the prescribed limits under section 224(B) of the Companies Act, 1956.

COMPLIANCE CERTIFICATE

Being the company having paid-up share capital of Rs. 34,500,000/- it is required to obtain Compliance certificate from a practicing Company Secretary and it has been duly attached with the director's report signed by M/s RJ & Associates.

CORPORATE GOVERNANCE

The corporate governance report as prescribed under the amended provisions of the listing agreements, forms part of this annual report.

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

The particulars regarding energy conservation, technology absorption, foreign exchange earnings and outgo as prescribed under section 217(I) (e) of the companies Act, 1956 read with companies (disclosure of particulars in the report of the board of directors) Rules 1998 are not applicable.

RESPONSIBILITY STATEMENTS

The Directors Confirm:

a) That in the preparation of the annual accounts the applicable accounting standards have been followed and that no material departures have been made from the same.

b) That they 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 affairs of the company at the end of the financial year and of the profit or loss of the company for that period.

c) That they have taken proper and sufficient care 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.

d) That they have prepared the annual accounts on a going concern basis.

MANAGEMENT ANALYSIS AND DISCUSSION:

The Financial service sector is passing through a period of dull phase, which has also affected the growth of the company. We feel, with the picking up of the Indian Economy, the finance sector shall also pickup and your company hopes to do the better during the year under review.

PARTICULARS OF EMPLOYEES

During the year under review, no employee was in receipt of remuneration in excess of limits laid down in section 217 (2A) of the companies Act 1956.

ACKNOWLEDGEMENT

Your Directors wish to place on record their thanks to the bankers for their continued support, co- operation and all time assistance. Sincere thanks are also due to the employees for showing their hard work and belongingness

For and on behalf of the Board of Directors

Sd/- Sd/-

DINESH KUMAR PIYUSH KUMAR

Place: Delhi Dated: 29.08.2013