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Directors Report of India Finsec Ltd.

Mar 31, 2018

To,

The Members,

The Directors have pleasure in presenting the Twenty Fourth Annual Report of the Company with the Audited Financial Statements and the Auditorâs Report of your Company for the financial year ended 31st March, 2018.

1. COMPANY BACKGROUND

India Finsec Limited (âthe Companyâ) is a RBI registered Non-Banking Financial Company (âNBFCâ). The registered office of the Company is situated at D-16, First Floor, Above ICICI Bank, Prashant Vihar, Sector-14, Rohini, Delhi-110085. The Company was incorporated on August 10, 1994. The Company has its Equity Shares listed at BSE Limited.

2. BUSINESS OVERVIEW

The Company is engaged in the business of financing, Inter Corporate Deposits, Personal Loans, IPO funding, funding against shares and securities and Long against Property (LAP) to the individuals and Body Corporate.

Your Company posted Total income and Net Profit of Rs. 5,88,74,302/- and Rs. 1,22,66,830/- respectively as on March 31, 2018 as against Rs. 9,11,92,080/- and Rs. 1,69,64,885 respectively in the previous year.

Despite facing the stiff competition, the Company registered substantial growth in terms of its revenue from business operations. Your Company has been able to achieve substantial market share, steady price for its products by taking up newer challenges.

STATEMENT OF AFFAIRS

The Companyâs Performance during its Twenty Fourth years of Operations is summarized below:

FINANCIAL RESULTS

Particulars	Financial year ended (in Rs.)
	Standalone		Consolidated
	March 31, 2018	March 31, 2017	March 31, 2018	March 31, 2017
Total Income	5,88,74,302.00	9,11,92,080.00	7,00,52,062.00	9,13,46,463.00
Total Expenditure	4,24,09,334.00	6,71,33,379.00	5,41,73,127.00	6,72,83,130.00
Profit/(Loss) before tax	1,64,64,968.00	2,40,58,701.00	1,58,78,935.00	2,40,63,333.00
Profit/(Loss) after tax	1,22,66,830.00	1,69,64,885.00	1,15,07,076.00	1,69,91,054.00
Paid- up Share Capital	24,94,17,150.00	24,94,17,150.00	24,94,17,150.00	24,94,17,150.00
Reserves and Surplus	19,72,78,982.00	18,49,07,218.00	20,37,40,146.00	18,51,80,769.00

3. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of the Regulation 34(2)(e) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Managementâs Discussion and Analysis is set out in the Annual Report.

4. DIVIDEND

The Board of Directors of the Company has decided not to declare any dividend for the financial year under consideration.

5. TRANSFER TO GENERAL RESERVES

As the company has not declared any dividend, therefore, the Company has not proposed to carry any sum to the General Reserves of the Company for the period under consideration.

6. CHANGES IN THE NATURE OF BUSINESS

The Company is engaged in the business of Financing, Inter Corporate Deposits, advancing personal loans, funding of IPO, funding against shares and securities, loan against properties to individuals & companies etc. However, there has been no change in the nature of business during the year under review by the Company.

7. MATERIAL CHANGES AND COMMITMENTS

There is no material change which may affect the financial position of the Company between the financial year and up to the date of this report.

8. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and the reviews performed by management and the relevant board committees, including the audit committee, the board is of the opinion that the Companyâs internal financial controls were adequate and effective during the financial year 2017-18.The details in respect of internal financial control and their adequacy are included in the Management Discussion & Analysis, which forms part of this report.

9. PUBLIC DEPOSITS

During the year under review, the company has not accepted any deposit under Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 1975.

10. AUDITORS STATUTORY AUDITOR

M/s V.N. Purohit & Co., Statutory Auditors of the Company, holds office until the conclusion of the ensuing Annual General Meeting and is eligible for re-appointment.

The Company has received a letter from them to the effect that their re-appointment, if made, would be within the prescribed limits under Section 139(2) of the Companies Act, 2013 and that they are not disqualified for such reappointment within the meaning of Section 139(1) of the said Act.

Auditorâs Report

The Auditorâs Report for financial year ended 2018, does not contain any qualification, reservation or adverse remarks. All Observations made in the Independent Auditorsâ Report and Notes forming part of the Financial Statements are self explanatory and do not call for any further comments and also, there is no incident of fraud requiring reporting by the auditors under section 143(12) of the Companies Act, 2013 during the year. The Auditorâs report is enclosed with the financial statements in this Auditorâs Report.

SECRETARIAL AUDITOR

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 Ms. Rachna Bhasin (CP No.: 12952, ACS: 23539), Practicing Company Secretary, to undertake the secretarial audit of the Company for the Financial Year 2017-2018.

Secretarial Audit Report

The Secretarial Audit Report for the financial year ended March 31, 2018 does not contain any qualification, reservation or adverse remark. A copy of Secretarial Audit Report as provided by Company Secretary in Practice has been annexed with the Report. (Annexure-I)

INTERNAL AUDITOR

Pursuant to provisions of Section 138 read with rules made there under, the Board has appointed M/s Bansal Mangal Singhal & Goyal, Chartered Accountants, as an Internal Auditor of the Company, to check the internal controls and functioning of the activities of the Company and also recommends way of improvement. They have provided Internal Audit Report of the Company for the financial year ended March 31, 2018. The Internal audit is carried out quarterly basis and the report is placed in the Audit Committee Meeting and Board Meeting for their consideration and direction.

COST AUDITOR

The Company has not appointed the Cost Auditor as pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014, the cost audit is not applicable to the Company.

11. SHARE CAPITAL

The paid up equity share capital as on March 31, 2018 was Rs. 24,94,17,150/-. During the year under review:

A. ISSUE OF EQUITY SHARES WITH DIFFERENTIAL RIGHTS

The Company has not issued any equity shares with differential rights so no disclosure is required as per Rule 4(4) of the Companies (Share Capital and Debentures) Rules, 2014.

B. ISSUE OF SWEAT EQUITY SHARES

The Company has not issued sweat equity shares, so no disclosure is required as per Rule 8(13) of the Companies (Share Capital and Debentures) Rules 2014.

C. ISSUE OF EMPLOYEE STOCK OPTIONS

The Company has not issued employee stock options, so no disclosure is required as per Rule 12(9) of the Companies (Share Capital and Debentures) Rules 2014.

D. PROVISION OF MONEY BY COMPANY FOR PURCHASE OF ITS OWN SHARE BY EMPLOYEES OR BY TRUSTEE FOR THE BENEFIT OF EMPLOYEES

The Company has not made any provision for purchase of its own share by employees or by trustee for the benefit of employees so no disclosure is required as per Rule 16(4) of the Companies (Share Capital and Debentures) Rules 2014.

E. ISSUE OF SHARES ON PREFERENTIAL BASIS

The Company has not issued any share on preferential basis during the year.

12. LISTING FEES

The Company has paid the Annual Listing Fees to the Bombay Stock Exchange Limited (BSE) for the financial year ended March 31, 2018.

13. EXTRACT OF THE ANNUAL RETURN

In accordance with Section 134(3)(a) of the Companies Act, 2013 an extract of the Annual Return in Form No. MGT - 9 as âAnnexure-IIâhas been enclosed with the Boardâs Report.

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

The details of conservation of energy, technology absorption, foreign exchange and outgo are as follows:

A. CONSERVATION OF ENERGY

Company is not engaged in any manufacturing or processing activity, as such particulars required to be given in terms of Section 134(3)(m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, regarding conservation of energy are not applicable.

B. TECHNOLOGY ABSORPTION

C. FOREIGN EXCHANGE EARNINGS AND OUTGO

There has been no expenditure and/or earning in foreign exchange.

15. POLICIES

There has been no change in the following policies during the financial year 2017-18:

- Policy on Preservation of Documents and Archives Management as per Regulation 9 and 30(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

- Policy for Disclosure of events/ information and Determination of materiality as per Regulation 30(4)(ii) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

- Policy on Materiality of Related Party Transactions as per Regulation 23(1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

- Risk Management Policy

- Policy for determining âmaterialâ subsidiaries as per Regulation 16(1)(c) of the SEBI(Listing Obligations and Disclosure Requirements) Regulations, 2015.

Such Policies are available on the website of the Company i.e. http: / / www.indiafinsec.com/ corporate-governance /

16. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED

During the financial year 2017-18, no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and companyâs operations in future.

17. CORPORATE SOCIAL RESPONSIBILITY

Pursuant to provision of Section 135 of the Companies Act, 2013, every company having a Net Worth of Rupees Five Hundred Crore (Rs.500 Crore) or more or Turnover of Rupees Thousand Crore (Rs.1000 Crore) or more or Net Profit is Rupees Five Crore (Rs.5 Crore) or more during any financial year, is required to constitute a Corporate Social Responsibility Committee (âCSR Committeeâ) of the Board. But this provision is not applicable on our company; because in any previous financial year (including 2017-2018) our company has not reached this limit.

18. DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board of the Company was duly constituted in accordance with the provisions of the Companies Act, 2013. As on the date of report, the Board of Directorâs consists of the following members:

S. No.	Name of Director	Designation	DIN	Date of Appointment
1	Mr. Gopal Bansal	Managing Director	01246420	16.01.2016
2	Mr. Mukesh Sharma	Director	00274217	16.01.2016
3	Mr. Basant Mittal	Independent Director	06462662	28.12.2012
4	Ms. Charu Goyal	Independent Director	06464406	28.12.2012

A. DIRECTORS

There is a change in the designation of Mr. Mukesh Sharma from Whole-Time director to Non-Executive director of the Company with effect from 14th August, 2017. Mr. Mukesh Sharma retires by rotation and being eligible has offered himself for re-appointment.

B. CHIEF FINANCIAL OFFICER

There is no appointment, resignation or any other changes in the position of the Chief Financial Officer of the Company.

C. COMPANY SECRETARY & COMPLIANCE OFFICER

There is no appointment, resignation or any other changes in the position of the Company Secretary and Compliance Officer of the Company.

19. REMUNERATION OF KEY MANANGERIAL PERSONNEL

Mr. Gopal Bansal (Managing Director) the Key Managerial Personnel of the Company be paid Gross monthly remuneration of Rs.1,00,000/- (Rupees One Lakh Only) subject to the increment as decided by the Board of Directors of the Company from time to time on the basis of his performance and policy of the Company.

Mr. Manoj Kumar Gupta (Chief Financial Officer), the Key Managerial Personnel of the Company be paid Gross monthly remuneration of Rs. 80,000/- (Rupees Eighty Thousand Only) subject to the increment as decided by the Board of Directors of the Company from time to time on the basis of his performance and policy of the Company.

Ms. Varsha Bharti (Company Secretary), the Key Managerial Personnel of the company be paid Gross monthly remuneration of Rs. 35,000/- (Rupees Thirty Five Thousand Only) subject to the increment as decided by the Board of Directors of the Company from time to time on the basis of her performance and policy of the Company.

20. DECLARATION BY THE INDEPENDENT DIRECTOR

The Company has received declarations from all the Independent Directors (Mr. Basant Mittal and Ms. Charu Goyal) of the Company confirming that they meet the criteria of independence as prescribed under the Companies Act, 2013 and Listing Regulations.

21. PERFORMANCE EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17(10) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board who were evaluated on parameters such as level of engagement and contribution and independence of judgment thereby safeguarding the interest of the Company.

The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Directors. The board also carried out annual performance evaluation of the working of its Audit, Nomination and Remuneration as well as Stakeholder Relationship committee. The Directors expressed their satisfaction with the evaluation process. The Board of Directors reviewed all the laws applicable on the company, prepared by the company and taking steps to rectify instances of non-compliances.

22. NUMBER OF MEETINGS OF THE BOARD

The Board of Directors duly met 16 (Sixteen) times during the year, in respect of which notices were given and the proceedings were recorded and signed. The intervening gap between any two meetings was within the period prescribed by the Companies Act, 2013. The details of Board meetings and the attendance of Directors in such meetings are given in the Corporate Governance Report forming part of this Annual Report.

23. COMMITTEES AND THEIR MEETINGS AUDIT COMMITTEE

The Company has an Audit Committee comprising Mr. Basant Mittal (Independent Director), Ms. Charu Goyal (Independent Director), Mr. Gopal Bansal (Managing Director) and Ms. Varsha Bharti (Secretary of the Audit Committee). The terms of reference of the Audit Committee inter-alia include overseeing financial reporting process, reviewing the financial statements and recommending appointment of Auditors. All the recommendations made by Audit Committee were accepted. The details of the Audit Committee and the attendance of its members are provided in the Corporate Governance Report.

During the year 4 (Four) Audit Committee Meetings were held.

NOMINATION AND REMUNERATION COMMITTEE

The Company has a Nomination & Remuneration Committee of Directors in compliance with provisions of the Companies Act, 2013 and Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Committeeâs scope of work includes nominate the directors as per their qualifications, experience and positive attributes, deciding on remuneration and policy matters related to remunerations of Directors and laying guidelines for remuneration package or compensation.

The Committee comprises of Mr. Basant Mittal (Independent Director), Ms. Charu Goyal (Independent Director) and Mr. Mukesh Sharma (Non-Executive Director). The details of the Nomination and Remuneration Committee Committee and the attendance of its members are provided in the Corporate Governance Report.

During the year 4 (Four) Nomination and Remuneration Meetings were held.

Nomination and Remuneration Policy

The details of Nomination and Remuneration Policy are covered in the Corporate Governance Report. It is hereby affirmed that the remuneration paid is as per Remuneration Policy of the Company. The Nomination & Remuneration Policy is attached with this report as an Annexure III.

STAKEHOLDERS RELATIONSHIP COMMITTEE

The Company has a Stakeholder Relationship Committee of directors to look into the redressal of complaints of investors such as transfer or credit of shares, non-receipt of dividend/notices/annual reports, etc.

The Committee comprises of Mr. Basant Mittal (Independent Director), Ms. Charu Goyal (Independent Director) and Mr. Gopal Bansal (Managing Director). The details of the Stakeholders Relationship Committee and the attendance of its members are provided in the Corporate Governance Report.

During the year 4 (Four) Stakeholders Relationship Committee Meetings were held.

Details of establishment of Vigil Mechanism/Whistle Blower Policy for Directors and Employees

The Company has a well framed vigil mechanism/whistle blower policy for its directors and employees. The company believes on the honesty, integrity, ethics, transparency and good conduct for its professional environment and provides such kind of environment to its employees and directors and always encourages its team to follow such standards in their activities. The directors, employees and other team members are free to report on the issues which require genuine concern. An Audit Committee of the Board of directors has the responsibility to review the functioning of vigil mechanism and the same has been performed by the committee periodically.

This policy is explained in corporate governance report and also posted on the website on http://www.indiafinsec.com/corporate-governance/ under Corporate Governance section.

RISK MANAGEMENT COMMITTEE

The Board of Directors has constituted a Risk Management Committee to minimize or mitigate the risk involved in the business activities of the Company.

The Committee comprises of Mr. Basant Mittal (Independent Director), Ms. Charu Goyal (Independent Director) and Mr. Gopal Bansal (Managing Director). The details of the Risk Management Committee and the attendance of its members are provided in the Corporate Governance Report.

During the year 3 (Three) Risk Management Committee Meetings were held.

RISK MANAGEMENT POLICY

In accordance with Regulation 17(9) of the SEBI(LODR) Regulations, 2015 and Section 134(3) of the Companies Act, 2013, the board members were informed that the Company has a robust Risk Management framework to identify, measure and mitigate business risks and opportunities. This framework seeks to create transparency, minimise adverse impact on the business objective and enhance the Company''s competitive advantage. This risk framework thus helps in managing market, credit and operations risks and quantifies exposure and potential impact at a Company level.

24. DETAILS OF SUBSIDIARY/JOINT VENTURE/ ASSOCIATE COMPANIES

During the year under review, we have one subsidiary company i.e. âIFL Housing Finance Limitedâ and one associate company i.e. âIFL Enterprises Limitedâ. In accordance with Section 129(3) we have prepared the consolidated financial statements of the Company which forms part of this Annual Report.

During the year, investment of Rs. 6,70,00,000/- was made in a subsidiary i.e. IFL Housing Finance Limited. Further, IFL Enterprises Limited reported revenue of Rs. 12,10,67,030/- and profit after tax of Rs. 6,84,542 as compared to revenue of Rs. 3,54,56,028/- and incurred a loss of Rs. 9,27,786 in the last year.

25. PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES

The performance and financial position of âIFL Housing Finance Limitedâ (Subsidiary) and âIFL Enterprises Limitedâ (Associate) for the financial year 2017-2018 are mentioned below:

The Particulars of Subsidiaries, Associates and Joint Ventures read with Companies (Accounts) Rules, 2014 are attached herewith in Form AOC â 1 as Annexure-IV.

26. PARTICULARS OF LOANS, GUARANTEE OR INVESTMENTS

Loans, Guarantees and Investments covered under section 186 of the Companies Act, 2013 form part of the notes to the financial statement provided in this Annual Report.

27. PARTICULARS OF CONTRACTS OR ARRANGMENTS WITH RELATED PARTIES

The Company has entered into any contract and arrangements with related party and complied with the provisions of section 188 of the Companies Act, 2013. Details of Such Contracts and Arrangements are enclosed as Annexure-V in Form AOC-2.

28. CORPORATE GOVERNANCE CERTIFICATE

The Company believes that the essence of Corporate Governance lies in the phrase âYour Companyâ. It is âYourâ Company because it belongs to you âthe Shareholdersâ. The Chairperson and Directors are âYourâ fiduciaries and trustees. Their objective is to take the business forward in such a way that it maximizes âYourâ long term value. Besides adhering to the prescribed Corporate Governance practices as per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the company also endeavors to share information with its stakeholders openly and transparently on matters which have a bearing on its economic and reputational interest. The Corporate Governance Report is a part of this Annual report.

A certificate from Secretarial Auditors of the company regarding the compliance of the conditions of Corporate Governance by the Company as stipulated under Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is also attached to this Annual Report.

29. BRIEF RESUME

As required under Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company provides a brief resume of Mr. Mukesh Sharma, Whole Time Director (DIN:00274217) of the company who is re-appointed in the Annual General Meeting. The nature of his expertise in specific functional areas, names of the companies in which he has held directorships, his shareholding etc. are furnished in the annexure to notice of the ensuing AGM.

30. HUMAN RESOURCES

The Company strongly believes that in a service industry like banking and finance, it is only through people and their contributions that most of the objectives like offering products to various customer groups and servicing the poor can be achieved. Your Company believes in spreading the risk, and financing of Loans, Inter Corporate Deposits, and Funding of IPO etc. The Management has a healthy relationship with the officers and the Employee.

31. PARTICULARS OF EMPLOYEES

None of the employees of the Company were in receipt of remuneration in excess of limits as prescribed under Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are mentioned below:

(A) Information as per Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016

1. Remuneration of each Director and Key Managerial Personnel (KMP) along with particulars of increase in remuneration during the financial year, Ratio of remuneration of Directors to the Median Remuneration of employees.

Name of the Director/ and KMP	Designation	Remuneration (Rs. in Lac) 2017-2018	Increase (%)	Ratio of Directorâs Remuneration to Median remuneration including Managing Director	Ratio of Directorâs Remuneration to Median remuneration excluding Managing Director
Mr. Gopal Bansal	Managing Director	12.00	0.00	3.82:1	3.91:1
Mr. Mukesh Sharma*	Director	0.90	0.00	0.29:1	0.29:1
Mr. Manoj Kumar	CFO	9.60	0.00	3.06:1	3.13:1

Gupta
Ms. Varsha Bharti	Company Secretary	3.14	16.67	1:1	1.02:1

2. Median remuneration of employees of the Company including Managing Director are Rs.3,13,935/- and Rs. 2,15,733 and median remuneration employees excluding Managing Director are Rs. 3,06,968 and Rs. 1,91,465 for the financial year 2017-18 and 2016-2017 respectively.

3. The Percentage increase in median remuneration of employees (including Managing Director) is 45.52% and median remuneration of employees (excluding Managing Director) is 60.33 % in the Financial Year.

4. Number of permanent employees on the rolls of the Company: 7 (As at 31st March, 2018).

5. Affirmation Pursuant to Rule 5(1)(xii) of the Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016, it is affirmed that the remuneration paid to the Directors, Key Managerial Personnel is as per the remuneration policy of the Company.

* There is a change in designation of Mr. Mukesh Sharma from Whole-Time Director to Non-Executive Director with effect from August 14, 2017.

32. SEXUAL HARRASEMENT

During the Financial Year, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

33. DIRECTORâS RESPONSIBILITY STATEMENT

In accordance with Clause (c) of Sub-Section (3) of Section 134 of the Companies Act, 2013, the Board of Directors of the company informed the members that:

(A) in the preparation of the annual accounts for the financial year ended March 31, 2018, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(B) the directors had 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 the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

(C) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(D) the directors had prepared the annual accounts on a going concern basis; and

(E) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

34. FUND UTILIZATION

The Company came up with an Initial Public Offering (âIPOâ or âISSUEâ) in June 2013. The equity shares were listed on the Bombay Stock Exchange Limited (BSE) SME platform on June 10, 2013. The IPO was floated for 60,00,000 Equity shares of Rs. 10/-each at par aggregating to Rs. 600 Lac. Pursuant to the special resolution passed by the members of the Company on dated September 27, 2014, IPO Proceeds will be utilized for the objects other than those mentioned in the prospectus filed with BSE. IPO funds will be utilized for meeting working capital requirements.

35. PREVENTION OF INSIDER TRADING

The Company has a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and certain designated employees of the Company. The Code requires pre-clearance for dealing in the Companyâs shares and prohibits the purchase or sale of Company shares by the Directors and 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.

36. PRUDENTIAL NORMS & DIRECTIONS OF RBI FOR NBFCS

Your company has complied with all the requirements prescribed by the Reserve Bank of India and has filed the required returns.

37. DISCLOSURE OF RELATIONSHIP BETWEEN DIRECTOR INTER -SE

None of the Directors are related to each other.

38. CODE OF CONDUCT

The Board of Directors have laid down the Code of Conduct which is applicable to members of the Board and all employees in the course of day to day business operations of the company. The Code has been placed on the Companyâs website www.indiafinsec.com. The Code lays down the standard procedure of business conduct which is expected to be followed by the directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders.

All the Board Members and the Senior Management personnel have confirmed compliance with the Code.

39. BUSINESS RESPONSIBILITY REPORT

Regulation 34(2)(f) of SEBI (LODR) Regulations, 2015 requires top 500 listed companies based on market capitalization to include business responsibility report. The same is not applicable on our Company. Therefore, no initiative with respect to environmental, social has been taken.

40. CAUTIONARY NOTE

The statements forming part of the Boardâs Report may contain certain forward looking remarks within the meaning of applicable securities laws and regulations. Many factors could cause the actual results, performances or achievements of the Company to be materially different from any future results, performances or achievements that may be expressed or implied by such forward looking statements.

41. SECRETARIAL STANDARDS

The Company complies with all applicable secretarial standards.

42. ACKNOWLEDGEMENT

The Board expresses its sincere gratitude to the shareholders, bankers and clients for their continued support. The Board also wholeheartedly acknowledges with thanks the dedicated efforts of all the staff and employees of the Company.

By the Order of the Board

For India Finsec Limited

Sd/- Sd/-

Gopal Bansal Mukesh Sharma

Date: 30.05.2018 Managing Director Director

Place: Delhi DIN-01246420 DIN-00274217

Mar 31, 2016

BOARDâS REPORT

To, The Members,

The Directors have pleasure in presenting the Twenty Second Annual Report of the Company with the Audited Financial Statements and the Auditorâs Report of your Company for the year ended 31^st March, 2016.

1. COMPANY BACKGROUND

2. BUSINESS OVERVIEW

Your Company has performed remarkably well with Net Profit of Rs. 55,58,346/-as on March 31, 2016 as compared to Net Profit of Rs. 2,49,034/- for the year ended March 31, 2015.

STATEMENT OF AFFAIRS

The Companyâs Performance during its Twenty Second years of Operations is summarized below: FINANCIAL RESULTS

Particulars	Financial year ended(in Rs.)
	Standalone		Consolidated
	March 31, 2016	March 31, 2015	March 31, 2016	March 31, 2015
Total Income	7,23,90,991.00	3,25,83,836.00	7,63,12,931.00	0.00
Total Expenditure	6,43,57,023.00	3,22,23,437.00	6,64,06,248.00	0.00
Profit/(Loss) before tax	80,33,968.00	3,60,398.00	99,06,684.00	0.00
Profit/(Loss) after tax	55,58,346.00	2,49,034.00	60,21,427.00	0.00
Paid- up Share Capital	24,94,17,150.00	24,94,17,150.00	24,94,17,150.00	0.00
Reserves and Surplus	16,69,35,081.00	16,30,36,613.00	17,21,76,957.00	0.00

3. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of the Regulation 34(2)(e) of SEBI( Listing Obligations and Disclosure Requirements)Regulations, 2015, the Managementâs Discussion and Analysis is set out in the Annual Report.

4. DIVIDEND

The Board of Directors of the Company has decided not to declare any dividend for the financial year under consideration.

5. TRANSFER TO GENERAL RESERVES

As the company has not declared any dividend, therefore, the Company has not proposes to carry any sum to the General Reserves of the Company for the period under consideration.

6. CHANGES IN THE NATURE OF BUSINESS

The Company is engaged in the business of Financing, Inter Corporate Deposits, advancing personal loans, funding of IPO, funding against shares and securities, loan against properties to individuals & companies etc. But, during the year, the main focus of the Company was on the business of Loan against Property (LAP).However, there has been no change in the nature of business during the year under review by the Company.

7. MATERIAL CHANGES AND COMMITMENTS

The members of the Company in the Extraordinary General Meeting (EGM) held on Monday, February 15, 2016 has reappointed Mr. Gopal Bansal as Managing Director and Mr. Mukesh Sharma as Whole Time Director for further period of five years commencing from January 16, 2016 to January 15, 2021.

There is no material change which may affect the financial position of the Company between the financial year and up to the date of this report.

8. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and the reviews performed by management and the relevant board committees, including the audit committee, the board is of the opinion that the Companyâs internal financial controls were adequate and effective during the financial year 2015-16.The details in respect of internal financial control and their adequacy are included in the Management Discussion & Analysis, which forms part of this report.

9. PUBLIC DEPOSITS

During the year under review, the company has not accepted any deposit under Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 1975.

10. AUDITORS STATUTORY AUDITOR

At the Annual General Meeting held on Tuesday, September 29, 2015, M/s V.N. Purohit & Co. Chartered Accountants, were appointed as Statutory Auditors of the Company to hold office till the conclusion of the Annual General Meeting to be held in the calendar year 2018. In terms of the first provision to section 139 of the Companies Act, 2013, the appointment of the auditors shall be placed for ratification at every Annual General Meeting. Accordingly, the appointment of M/s V.N. Purohit & Co. Chartered Accountants, as statutory auditors of the Company, is placed for ratification by the shareholders.

Auditorâs Report

The Auditorâs Report for financial year ended 2016, does not contain any qualification, reservation or adverse remarks. All Observations made in the Independent Auditorsâ Report and Notes forming part of the Financial Statements are self explanatory and do not call for any further comments and also, there is no incident of fraud requiring reporting by the auditors under section 143(12) of the Companies Act, 2013 during the year. The Auditorâs report is enclosed with the financial statements in this Auditorâs Report.

SECRETARIAL AUDITOR

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 Ms. Rachna Bhasin (CP No.: 12952, ACS: 23539), Practicing Company Secretaries, to undertake the secretarial audit of the Company for the Financial Year 2015-2016.

Secretarial Audit Report

The Secretarial Audit Report for the financial year ended March 31, 2016 does not contain any qualification, reservation or adverse remark.A copy of Secretarial Audit Report as provided by Company Secretary in Practice has been annexed with the Report. (Ann exure-I)

INTERNAL AUDITOR

Pursuant to provisions of Section 138 read with rules made there under, the Board has appointed Ms. Richa Sharma, as an Internal Auditor of the Company, to check the internal controls and functioning of the activities of the Company and also recommends way of improvement. She has provided Internal Audit Report of the Company for the financial year ended March 31, 2016. The Internal audit is carried out quarterly basis and the report is placed in the Audit Committee Meeting and Board Meeting for their consideration and direction.

11. SHARE CAPITAL

A. ISSUE OF EQUITY SHARES WITH DIFFERENTIAL RIGHTS

The Company has not issued any equity shares with differential rights so no disclosure is required as per Rule 4(4) of the Companies (Share Capital and Debentures) Rules 2014.

B. ISSUE OF SWEAT EQUITY SHARES

The Company has not issued sweat equity shares, so no disclosure is required as per Rule 8(13) of the Companies (Share Capital and Debentures) Rules 2014.

C. ISSUE OF EMPLOYEE STOCK OPTIONS

The Company has not issued employee stock options, so no disclosure is required as per Rule 12(9) of the Companies (Share Capital and Debentures) Rules 2014.

D. PROVISION OF MONEY BY COMPANY FOR PURCHASE OF ITS OWN SHARE BY EMPLOYEES OR BY TRUSTEE FOR THE BENEFIT OF EMPLOYEES

E. ISSUE OF SHARES ON PREFERENTIAL BASIS

The Company has not issued any share on preferential basis during the year.

12. LISTING FEES

The Company has paid the Annual Listing Fees to the Bombay Stock Exchange Limited (BSE) for the financial year ended March 31, 2016.

13. EXTRACT OF THE ANNUAL RETURN

In accordance with Section 134(3)(a) of the Companies Act, 2013 an extract of the Annual Return in Form No.MGT - 9 as ^annexure-II^- has been enclosed with the Boardâs Report.

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

The details of conservation of energy, technology absorption, foreign exchange and outgo are as follows:

A. CONSERVATION OF ENERGY

B. TECHNOLOGY ABSORPTION

C. FOREIGN EXCHANGE EARNINGS AND OUTGO

There has been no expenditure and/or earning in foreign exchange.

15. POLICIES

During the year the Board of Directors of the Company has approved and adopted the following policies:

- Policy on Preservation of Documents and Archives Management as per Regulation 9 and 30(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

- Policy for Disclosure of events/ information and Determination of materiality as per Regulation 30(4)(ii) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

- Policy on Materiality of Related Party Transactions as per Regulation 23(1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Such Policies are available on the website of the Company i.e. http://www.indiafinsec.com/corporate-g-ovemance/

Risk Management Policy

The Company has implemented a Risk Management Policy duly approved by the Board of directors and the same is available on the website of the Company i.e. http://www.indiafinsec.com/corporate-governance/.

16. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED

During the financial year 2015-16, no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and companyâs operations in future.

17. CORPORATE SOCIAL RESPONSIBILITY

18. DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board of the Company was duly constituted in accordance with the provisions of the Companies Act, 2013. As on the date of report, the Board of Directorâs consists of the following members:

S. Name of Director Designation DIN Date of Appointment No.

1	Mr. Gopal Bansal Managing Director	01246420	16.01.2016
2	Mr. Mukesh Sharma Whole Time Director	00274217	16.01.2016
3	Mr. Basant Mittal Independent Director	06462662	28.12.2012
4	Ms. Charu Goyal Independent Director	06464406	28.12.2012

A. DIRECTORS

There is no appointment, resignation or any other changes in the directors of the Company. But Mr. Gopal Bansal and Mr. Mukesh Sharma has re-appointed as Managing Director and Whole Time Director for further five years during the year.

B. WHOLE TIME DIRECTOR

Mr. Mukesh Sharma retires by rotation and being eligible has offered himself for reappointment.

C. CHIEF FINANCIAL OFFICER

There is no appointment, resignation or any other changes in the position of the Chief Financial Officer of the Company.

D. COMPANY SECRETARY & COMPLIANCE OFFICER & INTERNAL AUDITOR

There is no appointment, resignation or any other changes in the position of the Company Secretary of the Company.

19. REMUNERATION OF KEY MANANGERIAL PERSONNEL

Mr. Gopal Bansal (Managing Director) the Key Managerial Personnel of the Company be paid Gross monthly remuneration of Rs.70,000/- (Rupees Seventy Thousand Only) subject to the increment as decided by the Board of Directors of the Company from time to time on the basis of his performance and policy of the Company.

Mr. Mukesh Sharma (Whole Time Director) the Key Managerial Personnel of the Company be paid Gross monthly remuneration of Rs. 20,000/- (Rupees Twenty Thousand Only) subject to the increment as decided by the Board of Directors of the Company from time to time on the basis of his performance and policy of the Company.

Ms. Richa Sharma (Company Secretary), the Key Managerial Personnel of the company be paid Gross monthly remuneration of Rs. 20,000/- (Rupees Twenty Thousand Only) subject to the increment as decided by the Board of Directors of the Company from time to time on the basis of her performance and policy of the Company.

20. DECLARATION BY THE INDEPENDENT DIRECTOR

21. PERFORMANCE EVALUATION

The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Directors. The board also carried out annual performance evaluation of the working of its Audit, Nomination and Remuneration as well as stakeholder relationship committee. The Directors expressed their satisfaction with the evaluation process. The Board of Directors reviewed all the laws applicable on the company, prepared by the company and taking steps to rectify instances of non-compliances.

22. NUMBER OF MEETINGS OF THE BOARD

The Board of Directors duly met 24 (Twenty Four) times during the year, in respect of which notices were given and the proceedings were recorded and signed. The intervening gap between any two meetings was within the period prescribed by the Companies Act, 2013.

23. COMMITTEES AND THEIR MEETINGS AUDIT COMMITTEE

The Company has an Audit Committee comprising Mr. Basant Mittal (Independent Director), Ms. Charu Goyal (Independent Director), Mr. Gopal Bansal (Managing Director) and Ms. Richa Sharma (Secretary of the Audit Committee).The terms of reference of the Audit Committee interalia include overseeing financial reporting process, reviewing the financial statements and recommending appointment of Auditors. All the recommendations made by Audit Committee were accepted.

During the year 5 (Five) Audit Committee Meetings were held.

NOMINATION AND REMUNERATION COMMITTEE

The Committee comprises Mr. Basant Mittal (Independent Director), Ms. Charu Goyal (Independent Director) and Mr. Gopal Bansal (Managing Director).

During the year 2 (Two) Nomination and Remuneration Meetings were held.

Nomination and Remuneration Policy

STAKEHOLDERS RELATIONSHIP COMMITTEE

The Committee comprises Mr. Basant Mittal (Independent Director), Ms. Charu Goyal (Independent Director) and Mr. Gopal Bansal (Managing Director).

During the year 4 (Four) Stakeholders Relationship Committee Meetings were held.

Details of establishment of Vigil Mechanism/Whistle Blower Policy for Directors and Employees

This policy is explained in corporate governance report and also posted on the website on http://www.indiafinsec.com/corporate-governance/ under Corporate Governance section.

RISK MANAGEMENT COMMITTEE

The Board of Directors has constituted a Risk Management Committee to minimize or mitigate the risk involved in the business activities of the Company.

The Committee comprises Mr. Basant Mittal (Independent Director), Ms. Charu Goyal (Independent Director) and Mr. Gopal Bansal (Managing Director).

During the year 3 (Three) Risk Management Committee Meetings were held.

24. DETAILS OF SUBSIDIARY/JOINT VENTURE/ ASSOCIATE COMPANIES

The Company does not have any Joint Venture/Associate Companies but has one Subsidiary i.e. âIFL Enterprises Limitedâ.

During the year, investment of Rs. 1,41,62,685/- was made in a subsidiary i.e. IFL Enterprises Limited. During the year IFL Enterprises Limited reported sales of Rs. 33,76,071/- and Profit after Tax (PAT) Rs. 12,94,046/- as compared to Rs. 3,007/- last year.

25. PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES

The performance and financial position of âIFL Enterprises Limitedâ (Subsidiary) for the financial year 20152016 are mentioned below:

Particulars	Period ended31.03.2016 (In Rs.)	Period ended31.03.2015 (In Rs.)
Revenue from Operations	33,76,071.00	6,73,750.00
Other Income	5,45,869.00		1,21,221.00
Expenses for the period	20,49,226.00		7,90,620.00
Profit/(Loss) before tax from continuing operations	18,72,714.00		4,351.00
Current Income Tax for the period	5,55,701.00		1,344.00
Deferred Tax	22,968.00	0.00
Profit/(Loss) for the period	12,94,046.00		3,007.00

The Particulars of Subsidiaries, Associates and Joint Ventures read with Companies (Accounts) Rules, 2014 are attached herewith in Form AOC â 1 as Ann exure-IV.

26. PARTICULARS OF LOANS, GUARANTEE OR INVESTMENTS

Loans, Guarantees and Investments covered under section 186 of the Companies Act, 2013 form part of the notes to the financial statement provided in this Annual Report.

27. PARTICULARS OF CONTRACTS OR ARRANGMENTS WITH RELATED PARTIES

28. CORPORATE GOVERNANCE CERTIFICATE

The Company believes that the essence of Corporate Governance lies in the phrase âYour Companyâ. It is âYourâ Company because it belongs to you-âthe Shareholdersâ. The Chairperson and Directors are âYourâ fiduciaries and trustees. Their objective is to take the business forward in such a way that it maximizes âYourâ long term value. Besides adhering to the prescribed Corporate Governance practices as per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the company also endeavors to share information with its stakeholders openly and transparently on matters which have a bearing on its economic and reputational interest. The Corporate Governance Report is a part of this Annual report.

29. BRIEF RESUME

30. HUMAN RESOURCES

31. PARTICULARS OF EMPLOYEES

(A) Information as per Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016

Name of the Director/ and KMP	Designation	Remuneration (Rs. in Lac) 2015-2016	Increase (%)	Ratio of Directorâs Remuneration to Median remuneration
Mr. Gopal Bansal	Managing Director	4.73	180.00	1.08:1
Mr. Mukesh Sharma	Whole Time Director	2.40	0.00	0.55:1
Mr. Manoj Kumar Gupta	CFO	8.73	0.00	N.A.
Ms. Richa Sharma	Company Secretary	1.96	0.00	N.A.

2. Median remuneration of the Company for all its employees is Rs. 4,35,865/- for the financial year 2015-2016.

3. The Percentage increase in median remuneration of employees in the Financial Year: 18.27%

4. Number of permanent employees on the rolls of the Company: 16 (As at 31st March, 2016).

5. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration.

Managerial Personnel	Employees other than Managerial Personnel
Increase in salary	Increase in salary
180.00	0.00

6. Affirmation Pursuant to Rule 5(1)(xii) of the Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016, it is affirmed that the remuneration paid to the Directors, Key Managerial Personnel is as per the remuneration policy of the Company.

32. SEXUAL HARRASEMENT

During the Financial Year, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace

(Prevention, Prohibition and Redressal) Act, 2013.

33. DIRECTORâS RESPONSIBILITY STATEMENT

In accordance with Clause (c) of Sub-Section (3) of Section 134 of the Companies Act, 2013, the Board of Directors

of the company informed the members that:

(A) in the preparation of the annual accounts for the financial year ended March 31, 2016, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(D) the directors had prepared the annual accounts on a going concern basis; and

(E) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively .

34. FUND UTILIZATION

35. PREVENTION OF INSIDER TRADING

36. PRUDENTIAL NORMS & DIRECTIONS OF RBI FOR NBFCS

Your company has complied with all the requirements prescribed by the Reserve Bank of India and has filed the required returns.

37. DISCLOSURE OF RELATIONSHIP BETWEEN DIRECTOR INTER -SE

None of the Directors are related to each other.

38. CODE OF CONDUCT

The Board of Directors has approved a Code of Conduct which is applicable to members of the Board and all employees in the course of day to day business operations of the company. The Code has been placed on the Companyâs website www.indiafinsec.comT he Code lays down the standard procedure of business conduct which is expected to be followed by the directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders.

All the Board Members and the Senior Management personnel have confirmed compliance with the Code.

39. CAUTIONARY NOTE

40. ACKNOWLEDGEMENT

By the Order of the Board For India Finsec Limited

Sd/- Sd/-

Gopal Bansal Mukesh Sharma

Date: 30.05.2016 Managing Director Whole Time Director

Place: Delhi DIN-01246420 DIN-00274217

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting the Twenty First Annual Report of the Company with the Audited Financial Statements and the Auditor's Report of your Company for the year ended 31st March, 2015.

1. STATEMENT OF AFFAIRS

The Company's Performance during its Twenty First years of Operations is summarized below:

FINANCIAL RESULTS

Particulars Financial year ended

(in INR)

March 31, 2015 March 31, 2014

Total Income 3,25,83,835.78 6,80,94,846.22

Total expenditure 3,22,23,437.49 6,78,18,946.66

Profit/(Loss) before tax 3,60,398.29 2,75,899.56

Profit/ (Loss) after tax 2,49,034.30 2,34,653.56

Paid-up Share Capital 24,94,17,150 19,44,17,150

Reserves and Surplus 16,30,36,612.61 15,39,70,933.65

2. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of the provisions of Clause 52 of the SME Listing Agreement, the Management's discussion and analysis is set out in the Annual Report.

3. DIVIDEND

To maintain the liquidity of funds , the Board of Directors has decided not to declare any dividend for the financial year under consideration.

4. TRANSFER TO GENERAL RESERVES

As the company has not declared any dividend, therefore, the Company has not proposes to carry any sum to the General Reserves of the Company for the period under consideration.

5. CHANGE IN THE NATURE OF BUSINESS

The Company is engaged in the business of Financing, Inter Corporate Deposits , advancing Short term loans , Long term loans , credits to individual s & companies etc. It also deals in stocks , s hares and securities and there has been no change in the nature of business during the year under review by the Company.

6. MATERIAL CHANGES AND COMMITMENTS

There is no material change which may affect the financial position of the Company between the financial year and up to the date of this report.

7. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS

Based on the framework of internal financial control s and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and the reviews performed by management and the relevant board committees , including the audit committee, the board is of the opinion that the Company's internal financial control s were adequate and effective during the financial year 2014-15. The details in respect of internal financial control and their adequacy are included in the Management Discussion & Analysis , which forms part of this report

8. DETAILS OF SUBSIDIARY/JOINT VENTURE/ ASSOCIATE COMPANIES

The Company does not have any Subsidiary/Joint Venture/ Associate Companies .

9. PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES.

The company has no subsidiaries, joint venture companies so there is no requirement of description of performance of Subsidiaries and joint Venture companies . .

10. PUBLIC DEPOSITS

During the year under review, the company has not accepted any deposit under Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules , 1975.

11. AUDITORS

STATUTORY AUDITOR

M/s V.N. Purohit & Co., Statutory Auditors of the Company, holds office until the conclusion of the ensuing Annual General Meeting and is eligible for re-appointment.

The Company has received letter from them to the effect that their appointment/re-appointment, if made, would be within the prescribed limits under Section 139(2) of the Companies Act, 2013 and that they are not disqualified for such appointment/re-appointment within the meaning of Section 139 (1) of the said Act.

AUDITOR'S REPORT

All Observations made in the Independent Auditors ' Report and Notes forming part of the Financial Statements are self explanatory and do not call for any further comments under section 197(12) of the Companies Act, 2013.

SECRETARIAL AUDITOR

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 Ms . Rachna Bhasin (CP No.: 12952, ACS: 23539), Practicing Company Secretaries , to undertake the secretarial audit of the Company.

SECRETARIAL AUDIT REPORT

The Secretarial Audit Report for the financial year ended March 31, 2015 does not contain any qualification, reservation or adverse remark.

A copy of Secretarial Audit Report as provided by Company Secretary in Practice has been annexed with the Report. (A.nnexure-1)

INTERNAL AUDITOR

Ms . Rakhi Rani, Internal auditor, conducted the audit of the all the function s and activities of the company and provided an Internal Audit Report for the Financial Year 2014-2015 which was reviewed by the Audit Committee.

12. SHARE CAPITAL

A. ISSUE OF EQUITY SHARES WITH DIFFERENTIAL RIGHTS

The Company has not issued any equity shares with differential rights so no disclosure is required as per rule 4 (4) of the Companies (Share Capital and Debenture s) Rules 2014

B. ISSUE OF SWEAT EQUITY SHARES

The Company has not issued sweat equity shares , so no disclosure is required as per rule 8 (13) of the Companies (Share Capital and Debenture s) Rules 2014

C. ISSUE OF EMPLOYEE STOCK OPTIONS

The Company has not issued employee stock options , so no disclosure is required as per rule 12(9) of the Companies (Share Capital and Debenture s) Rules 2014.

D. PROVISION OF MONEY BY COMPANY FOR PURCHASE OF ITS OWN SHARE BY EMPLOYEES OR BY TRUSTEE FOR THE BENEFIT OF EMPLOYEES

The Company has not made any provision for purchase of its own share by employee s or by trustee for the benefit of employee s so no disclosure is required as per rule 16(4) of the Companies (Share Capital and Debenture s) Rules 2014.

E. ISSUE OF SHARES ON PREFERENTIAL BASIS

The Company has issued 55,00,000 equity shares of Rs . 10/- each at a premium of Rs . 1.65/-per share on preferential basis on October 09, 2014.

13. LISTING FEES

The Company has paid the Annual Listing Fees to BSE Ltd for the financial year ended March 31,2015.

14. EXTRACT OF THE ANNUAL RETURN

In accordance with Section 134(3)(a) of the Companies Act, 2013 an extract of the Annual Return in Form No.MGT Â 9 as 'Annexure -2'has been enclosed with the Board's Report.

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

The details of conservation of energy, technology absorption, foreign exchange and outgo are as follows :

A. CONSERVATION OF ENERGY

Company is not engaged in any manufacturing or processing activity, as such particulars required to be given in terms of Section 134(3)(m) of the Companies Act, 2013 read with Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules , 1988, regarding conservation of energy are not applicable.

B. TECHNOLOGY ABSORPTION

Company is not engaged in any manufacturing or processing activity, as such particulars required to be given in terms of Section 134(3)(m) of the Companies Act, 2013 read with Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules , 1988, regarding Technology absorption are not applicable.

C. FOREIGN EXCHANGE EARNINGS AND OUTGO

There has been no expenditure and/or earning in foreign exchange.

16. RISK MANAGEMENT POLICY

The Company has implemented risk management policy duly approved by the Board of directors and the same is available on the website of the Company i.e. http://www.indiafinsec.com/corporate-governance/

17. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED

During the financial year 2014-15, no significant and material orders passed by the regulators or courts or tribunal s impacting the going concern status and company's operation s in future.

18. CORPORATE SOCIAL RESPONSIBILITY

Pursuant to provision of Section 135 of the Companies Act, 2013, every company having a net worth of rupees five hundred crore or more or turnover of rupee s thousand crore or more or net profit is rupee s five crore or more during any financial year, is required to constitute a Corporate Social Responsibility Committee of the Board. But this provision is not applicable on our company; because in any previous financial year (including 2014-2015) our company has not reached this limit.

19. DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. DIRECTORS

There is no appointment, resignation or any other change s in the directors of the Company.

B. WHOLE TIME DIRECTOR

Mr. Mukesh Sharma retire s by rotation and being eligible has offered himself for reappointment.

C. CHIEF FINANCIAL OFFICER

The Company has appointed Mr. Manoj Kumar Gupta as Chief Financial Officer pursuant to the provisions of Section 203 and other applicable provisions of the Companies Act, 2013 and any amendments thereto, on such terms and condition s as may be decided by the Management.

D. COMPANY SECRETARY & COMPLIANCE OFFICER & INTERNAL AUDITOR

The Company has appointed Ms . Richa Sharma, an Associate Member of the Institute of Company Secretaries of India, as Company Secretary & Compliance Officer and Internal auditor of the Company for the f.y 2015-16 pursuant to the provisions of Section 203 & Section 138 and other applicable provisions of the Companies Act, 2013 and any amendments thereto, on such terms and conditions as may be decided by the Management.

20. REMUNERATION OF KEY MANANGERIAL PERSONNEL

Mr. Gopal Bansal (Managing Director) the Key Managerial Personnel of the Company be paid Gross monthly remuneration of Rs . 25,000/- (Rupee s Twenty Five Thousand Only) subject to the increment as decided by the Board of Directors of the Company from time to time on the basis of his performance and policy of the Company.

Mr. Mukesh Sharma (Whole Time Director) the Key Managerial Personnel of the Company be paid Gross monthly remuneration of Rs . 20,000/- (Rupee s Twenty Thousand Only) subject to the increment as decided by the Board of Directors of the Company from time to time on the basis of his performance and policy of the Company.

Mr. Manoj Kumar Gupta who was appointed as a Chief Financial Officer, the Key Managerial Personnel of the Company be paid Gross monthly remuneration of Rs . 80,000/- (Rupee s Eighty Thousand Only) subject to the increment as decided by the Board of Directors of the Company from time to time on the basis of his performance and policy of the Company.

Ms . Richa Sharma who was appointed as a Company Secretary, the Key Managerial Personnel of the company be paid Gross monthly remuneration of Rs . 20,000/- ( Rupee s Twenty Thousand Only) subject to the increment as decided by the Board of Directors of the Company from time to time on the basis of her performance and policy of the Company.

21. DECLARATION BY THE INDEPENDENT DIRECTOR

The Company has received declaration s from all the Independent Directors (Mr. Basant Mittal and Ms . Charu Goyal) of the Company confirming that they meet the criteria of independence as prescribed both under the Act and Clause 52 of the SME Listing Agreement with the Stock Exchange s . (Detail s of Such declaration are enclosed as Annexure- 3).

22. PERFORMANCE EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Clause 52 of the Listing Agreement, a separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board who were evaluated on parameters such as level of engagement and contribution and independence of judgment thereby safeguarding the interest of the Company.

The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Directors. The board also carried out annual performance evaluation of the working of its Audit, Nomination and Remuneration as well as stakeholder relation ship committee. The Directors express ed their satis faction with the evaluation process . The Board of Directors reviewed all the laws applicable on the company, prepared by the company and taking steps to rectify instances of non-compliances.

23. NUMBER OF MEETINGS OF THE BOARD

The Board of Directors consist Four (4) Directors including two (2) Independent Directors during the period under report.

The Board of Directors duly met Eight times (8) during the year as on 30.05.2014, 04.06.2014, 20.06.2014, 04.08.2014, 27.08.2014, 09.10.2014, 12.11.2014 and 14.03.2015, in respect of which notice s were given and the proceedings were recorded and signed. The intervening gap between any two meetings was within the period prescribed by the Companies Act, 2013.

24. COMMITTEES AND THEIR MEETINGS

The company has an Audit Committee comprising Mr. Basant Mittal (Independent Director), Ms . Charu Goyal (Independent Director), Mr. Gopal Bansal (Managing Director) and Ms . Richa Sharma(Secretary of the Audit Committee).The terms of reference of the Audit Committee interalia include overseeing financial reporting process , reviewing the financial statements and recommending appointment of Auditors . All the recommendation made by Audit Committee are accepted.

The Meetings of Audit Committee were held on 26.05.2014, 20.08.2014, 05.11.2014 and 25.02.2015

NOMINATION AND REMUNERATION COMMITTEE

The company has a Nomination & Remuneration committee of Directors in compliance with provisions of the Companies Act, 2013 and clause 52 of the SME Listing Agreement as amended from time to time. The Committee's scope of work include s nominate the directors as per their qualifications , experience and positive attributes , deciding on remuneration and policy matters related to remuneration s of Directors and laying guideline s for remuneration package or compensation and

The Committee comprises Mr. Basant Mittal (Independent Director), Ms . Charu Goyal (Independent Director) and Mr. Gopal Bansal (Managing Director).

The Meetings of Nomination and Remuneration Committee were held on 14.04.2014 and 20.08.2014

NOMINATION AND REMUNERATION POLICY

The detail s of Nomination and Remuneration Policy are covered in the Corporate Governance Report. It is hereby affirmed that the remuneration paid is as per Remuneration Policy of the Company. The Nomination & Remuneration Policy is attached with this report as an AnnexureA

STAKEHOLDERS RELATIONSHIP COMMITTEE

The Company has a stakeholder relation ship committee of directors to look into the redressal of complaints of investors such as transfer or credit of shares , non-receipt of dividend / notice s / annual reports , etc.

The Committee comprises Mr. Basant Mittal (Independent Director), Ms . Charu Goyal (Independent Director) and Mr. Gopal Bansal (Managing Director).

The Meetings of stakeholder relations hip Committee were held on 15.05.2014, 29.09.2014, 26.11.2014 and05.01.2015

DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM/ WHISTLE BLOWER POLICY FOR DIRECTORS AND EMPLOYEES

The Company has a well framed vigil mechanism/whistle blower policy for its directors and employees . The company believes on the honesty, integrity, ethics, transparency and good conduct for its professional environment and provides such kind of environment to its employee s and directors and always encourage s its team to follow such standards in their activities . The directors , employee s and other team members are free to report on the issues which require genuine concern. An Audit Committee of the Board of directors has the responsibility to review the functioning of vigil mechanism and the same has been performed by the committee periodically. This policy is explained in corporate governance report and also posted on the website on http://www.indiafinsec.com/corporate-govemance/ under Corporate Governance section.

RISK MANAGEMENT COMMITTEE

The Board of Directors have constituted a Risk Management Committee pursuant to relevant clause of the Listing Agreement.

25. PARTICULARS OF LOANS, GUARANTEE OR INVESTMENTS

Loans , guarantee s and investments covered under section 186 of the Companies Act, 2013 form part of the notes to the financial statement provided in this Annual Report.

26. PARTICULARS OF CONTRACTS OR ARRANGMENTS WITH RELATED PARTIES

The Company has entered into any contract and arrangements with related party and complied with the provisions of section 188 of the Companies Act, 2013. (Details of Such Contracts and Arrangements are enclosed as Annexure- 5 in Form AOC-2).

27. CORPORATE GOVERNANCE CERTIFICATE

The Company believes that the essence of Corporate Governance lies in the phrase "Your Company". It is "Your" Company because it belongs to you-"the Shareholders ". The Chairperson and Directors are "Your" fiduciaries and trustees . Their objective is to take the business forward in such a way that it maximize s "Your" long term value. Besides adhering to the prescribed Corporate Governance practice s as per clause 52 of the Listing Agreement, the company also endeavors to share information with its stakeholders openly and transparently on matters which have a bearing on its economic and reputational interest. The Corporate Governance Report is a part of this Annual report.

A certificate from Secretarial Auditors of the company regarding the compliance of the condition s of Corporate Governance by the Company as stipulated under Clause 52 of the Listing Agreement is also attached to this Annual Report.

28. BRIEF RESUME

The Company provides a brief resume of Mr. Mukesh Sharma, Whole Time Director (DIN:00274217) of the company who is re-appointed in the Annual General Meeting as required under Clause 52 of the SME Listing Agreement

29. PARTICULARS OF EMPLOYEES

None of the employee s of the Company were in receipt of remuneration in excess of limits as prescribed under Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules , 2014.

30. SEXUAL HARRASEMENT

During the Financial Year, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

31. DIRECTOR'S RESPONSIBILITY STATEMENT

In accordance with Clause (c) Of Sub-Section (3) of Section 134 of the Companies Act, 2013 the Board of Directors of the company informed the members that:

(A) in the preparation of the annual accounts for the financial year ended March 31, 2015, the applicable accounting standards had been followed along with proper explanation relating to material departures ;

(B) the directors had s elected 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 the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

(C) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities ;

(D) the directors had prepared the annual accounts on a going concern basis ; and

(E) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively .

32. The Company came up with an Initial Public Offering ('IPO' or 'ISSUE') in June 2013. The equity shares were listed on the Bombay Stock Exchange Limited (BSE) SME platform on june 10, 2013. The IPO was floated for 60,00,000 Equity shares of Rs . 10/-each at par aggregating to Rs . 600 lacs . Pursuant to the special resolution passed by the members of the Company on dated September 27, 2014, IPO Proceeds will be utilized for the objects other than those mentioned in the prospectus filed with BSE. IPO funds will be utilized for meeting working capital requirements .

33. 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 certain designated employee s of the Company. The Code require s pre-clearance for dealing in the Company's shares and prohibits the purchase or sale of Company shares by the Directors and designated employee s 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 employee s have confirmed compliance with the Code.

34. PRUDENTIAL NORMS & DIRECTIONS OF RBI FOR NBFCS

Your company has complied with all the requirements prescribed by the Reserve Bank of India and has filed the required returns .

35. DISCLOSURE OF RELATIONSHIP BETWEEN DIRECTOR INTER -SE

None of the Directors are related to each other.

36. CODE OF CONDUCT

The Board of Directors has approved a Code of Conduct which is applicable to members of the Board and all employee s in the course of day to day business operations of the company. The Code has been placed on the Company's website www.indiafinsec.com The Code lays down the standard procedure of business conduct which is expected to be followed by the directors and the designated employee s in their business dealings and in particular on matters relating to integrity in the work place, in business practice s and in dealing with stakeholders .

All the Board Members and the Senior Management personnel have confirmed compliance with the Code.

37. CAUTIONARY NOTE

The statements forming part of the Board' s Report may contain certain forward looking remarks within the meaning of applicable securities laws and regulations . Many factors could cause the actual results , performance s or achievements of the Company to be materially different from any future results , performance s or achievements that may be expressed or implied by such forward looking statements .

38. ACKNOWLEDGEMENT

The Board expresses its sincere gratitude to the shareholders, bankers and clients for their continued support. The Board also wholeheartedly acknowledges with thanks the dedicated efforts of all the staff and employee s of the Company.

For India Finsec Limited

Sd/- Sd/- (Gopal Bansal) (Mukesh Sharma) Managing Director Whole time Director DIN-01246420 DIN-00274217 A-l/11, First Floor, Varun Apartment, F-155, Arya Samaj Road, Uttam Sector-9, Rohini, Nagar, New Delhi-110085 Delhi-110059

Place: Delhi Date:30.05.2015

Mar 31, 2014

Dear Members

The Directors present the Annual Report of your Company together with the Audited Annual Accounts far the Financial year ended 31st March, 2014.

Financial Highlights

Particulars Financial Year ended (in Rupees) 31st March, 2014 31st March, 2013

Total Income 6,80,94,846.22 4,83,10,509.81

Total Expenditure 6,78,18,946.66 4,69,16,780.22

Profit/ fLoss) before tax 2,75,899.56 13,93,729.59

Profit/ (loss) aftertax 2,34,653.56 10,12,298.59

Paid-up Share Capital 19,44,17,150 13,44,17,150

Reserves and Surpiu 15,39,70,933.65 15,38,08,129.09

Year in Retrospect

During the year under review total Income of the Company was Rs. 6.81 Cr as against Rs. 4.83 Cr in the previous year. The Company made a profit after tax of Rs. 0.02 Cr as against a profit after tax of Rs. 0.10 Cr in the previous year. Your Directors are putting in their best efforts to improve the performance of the Company.

Material changes and commitments affecting the financial position of the Company after the close of financial year Save as mentioned elsewhere in this Report, no material changes and commitments affecting the financial position of the Company has occurred between the end of the financial year of the Companv- 31^ March, 2014 till the date of this report.

Dividend

In view of marginal profits made by the Company, your Directors regret their inability to recommend any dividend.

Public Deposits

During the year under report, your Company did not accept any deposits from the public in terms of the provisions of section 58A of the Companies Act, 1956.

Auditors

M/s V.N. Purohit & Co., Chartered Accountants, Statutory Auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for re- appointment. A certificate under section 224(1] of the Companies Act, 1956 regarding their eligibility for the proposed re-appointment has been obtained from them. Your Directors recommend their re- appointment.

Auditors'' Report

Comments made by the Statutory Auditors in the Auditors'' Report are self-explanatory and do not require any further clarification.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

a. Conservation of Energy & Technology Absorption: Since the Company is not engaged in any manufacturing activity, issues relating to conservation of energy and technology absorption are not quite relevant to its functioning.

b. Export Activities: There was no export activity in the Company during the year under review. The Company has no immediate plans for export in the near future as well.

c. Foreign Exchange Earnings and Outgo: There was no Foreign Exchange earnings and outgo during the year under review.

Particulars of Employees

During the financial year under review, none of the Company''s employees was in receipt of remuneration as prescribed under section 217(2A) of the Companies Act, 1956, read with the Companies [Particulars of Employees] Rules, 1975, and hence no particulars are required to be disclosed in this Report.

Vigil Mechanism

The Board of Directors have established Vigil Mechanism for directors and employees.

Directors

During the year under review, there has been no change in the composition of the Board of Directors of the Company.

Company Secretary

During the year under review, Ms. Rachna Bhasin resigned from the post of the Company Secretary of the Company w.e.f. 10th February, 2014.

Directors'' Responsibility Statement

In terms of the provisions of section 217(2AA) of the Companies Act, 1956, and to the best of their knowledge and belief and according to the information and explanations obtained by them and save as mentioned elsewhere in this Report, the attached Annual Accounts and the Auditors'' Report thereon, your Directors confirm that:

a. in preparation of the annual accounts, the applicable accounting standards have been followed;

b. the Directors 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 the state of affairs of the Company as at 31st March, 2014 and of the profit of the Company for the year ended on that date;

c. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

d. the Directors have prepared the Annual Accounts on a going concern basis.

e. the directors had laid down internal financial controls to be followed by the company and that such internal controls are adequate and were operating effectively; and

f. the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that systems were adequate and operating effectively.

Stock Exchange Listing

The Equity Shares of the Company are listed at the BSE (SME Exchange], The Company has already paid listing fees for the financial year 2013-14 to the BSE.

Audit Committee

Pursuant to Clause 52 of Listing Agreement and Section 292A of the Companies Act, 1956, The Audit Committee has been constituted with three directors as its members namely Mr. Gopal Bansal, Mr. Basant Mittal and Ms. Charu Goyal.

Corporate Governance

Clause 52 of the Listing Agreement relating to the Corporate Governance is applicable to the Company. The Company is complying with the provisions of Clause 52 of the Listing Agreement.

Acknowledgement

Your Directors take this opportunity to place on record their sincere appreciation for the co-operation and assistance the Company has received from Banks and various Government Departments. The Board also places on record its appreciation of the devoted services of the employees; support and co- operation extended by the valued business associates of the Company.

For and on Behalf of the Board For India Finsec Ltd

Sd/- Sd/- Date: 20th June, 2014 Gopal Bansal Mukesh Sharma Place: Delhi Managing Director Director (DIN: 01246420] [DIN: 00274217)

Mar 31, 2013

Dear Members

The Directors present the Annual Report of your Company together with the Audited Annual Accounts for the financial year ended 31st March, 2013.

Financial Highlights

During the year under review total Income of the Company was Rs. 4.78 Cr as against Rs. 4.96 Cr in the previous year. The Company made a profit after tax of Rs. 0.10 Cr as against a profit after tax of Rs. 0.07 Cr in the previous year. Your Directors are putting in their best efforts to improve the performance of the Company.

Material changes and commitments affecting the financial position of the Company after the close of financial year Save as mentioned else where in this Report, no material changes and commitments affecting the financial position of the Company has occurred between the end of the financial year of the Company- 31st March, 2013 till the date of this report.

Dividend

In view of marginal profits made by the Company, your Directors regret their inability to recommend any dividend.

Public Deposits

During the year under report, your Company did not accept any deposits from the public in terms of the provisions of section 58A of the Companies Act, 1956.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

a. Conservation of Energy & Technology Absorption: Since the Company is not engaged in any manufacturing activity, issues relating to conservation of energy and technology absorption are not quite relevant to its functioning.

b. Export Activities: There was no export activity in the Company during the year under review. The Company has no immediate plans for export in the near future as well.

c. Foreign Exchange Earnings and Outgo: There was no Foreign Exchange earnings and outgo during the year under review.

Particulars of Employees

During the financial year under review, none of the Company's employees was in receipt of remuneration as prescribed under section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, and hence no particulars are required to be disclosed in this Report.

Directors

During the year under review, Mr. Gopal Bansal appointed as the Managing Director of the Company w.e.f. 10/01/2013 and Mr. Mukesh Sharma appointed as the Whole time director of the Company w.e.f 10/01/2013. Mr. Basant Mittal and Mrs. Charu Goyal appointed as directors of the Company on 28.12.2012. Mr. Vinod Kumar Bansal and Mrs. Renu Bansal resigned from the directorship of the Company on 28.12.2012.

Auditors

M/s V.N. Purohit & Co., Chartered Accountants, Statutory Auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. A certificate under section 224(1) of the Companies Act, 1956 regarding their eligibility for the proposed re-appointment has been obtained from them. Your Directors recommend their re-appointment.

Auditors' Report

Comments made by the Statutory Auditors in the Auditors' Report are self-explanatory and do not require any further clarification.

Company Secretary

In terms of the provisions of Section 383A of the Companies Act, 1956, the Company has appointed Ms. Rachna Bhasin as the Company Secretary of the Company.

Directors' Responsibility Statement

In terms of the provisions of section 217(2AA) of the Companies Act, 1956, and to the best of their knowledge and belief and according to the information and explanations obtained by them and save as mentioned elsewhere in this Report, the attached Annual Accounts and the Auditors' Report thereon, your Directors confirm that:

a. in preparation of the annual accounts, the applicable accounting standards have been followed;

b. the Directors 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 the state of affairs of the Company as at 31st March, 2013 and of the profit of the Company for the year ended on that date;

c. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

Complied by: Dion Global Solutions

d. the Directors have prepared the Annual Accounts on a going concern basis.

Stock Exchange Listing

The Equity Shares of the Company got listed at the BSE (SME Exchange) on 10th June,2013.

Corporate Governance

Clause 49 of the Listing Agreement relating to the Corporate Governance is applicable to the Company. The Company is complying with the provisions of Clause 49 of the Listing Agreement.

Acknowledgement

Your Directors take this opportunity to place on record their sincere appreciation for the co-operation and assistance the Company has received from Banks and various Government Departments. The Board also places on record its appreciation of the devoted services of the employees; support and co-operation extended by the valued business associates of the Company.

For and on Behalf of the Board

For India Finsec Ltd

Sd/- Sd/-

Date: 05th September, 2013 Gopal Bansal Mukesh Sharma

Place: Delhi Managing Director Director

Mar 31, 2012

Dear Members,

The Directors have pleasure in presenting the Annual Report of your Company together with the Audited Annual Accounts for the financial year ended 31st March, 2012.

YEAR IN RETROSPECT

As all the members are aware that the business of the Company is growing. During the year under review total profit of the Company was Rs. 729063 (approx) as against Rs. 377741 (approx) in the previous year.

DIRECTORS

During the financial year under review, Mr Gopal Bansal resigned from the directorship w.e.f. 05.10.2011.Mrs. Renu Bansal appointed as director of the Company w.e.f. 19.12.2011.

MATERIAL CHANGES ETC.

Save as mentioned elsewhere in this Report, no material changes and commitments affecting the financial position of the Company have occurred between the end of the financial year of the Company 31st March, 2012 and the date of this Report.

DIVIDEND

The Directors of your Company do not recommend any dividend for the financial year 2011-12.

PUBLIC DEPOSITS

During the year under report, your Company did not accept any deposits from the public in terms of the provisions of section 58A of the Companies Act, 1956

PARTICULARS OF EMPLOYEES

During the financial year under review, none of the Company's employees was in receipt of remuneration as prescribed under section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, and hence no particulars are required to be disclosed in this Report.

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

a. Conservation of Energy & Technology Absorption: Since the Company is not engaged in any manufacturing activity, issues relating to conservation of energy and technology absorption are not quite relevant to its functioning.

b. Export Activities: There was no export activity in the Company during the year under review. The Company is not planning any export in the near future as well.

c. Foreign Exchange Earnings and Outgo: There was no Foreign Exchange earnings and outgo during the year under review.

STATUTORY AUDITORS

M/s Ajay Aaditya & Co., Chartered Accountants, Statutory Auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. A certificate under section 224(1) of the Companies Act, 1956 regarding their eligibility for the proposed re-appointment has been obtained from them. Your Directors recommend their re-appointment.

AUDITORS' REPORT

Comments made by the Statutory Auditors in the Auditors' Report are self-explanatory and do not require any further clarification.

COMPLIANCE CERTIFICATE

In terms of Section 383A of the Companies Act 1956, and The Companies (Compliance Certificate) Rules, 2001, the certificate issued by Ms. Rachna Bhasin, Practicing Company Secretary, certifying that the company has complied with all the provisions of the Companies Act, 1956 and other laws applicable to the company during the financial year is annexed herewith.

DIRECTORS' RESPONSIBILITY STATEMENT

In terms of the provisions of section 217(2AA) of the Companies Act, 1956, and save as mentioned elsewhere in this Report, the attached Annual Accounts and the Auditors' Report thereon and to the best of their knowledge and belief, your Directors confirm that:

a. in preparation of the annual accounts, the applicable accounting standards had been followed;

b. the Directors had 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 the state of affairs of the Company as at 31st March, 2012;

c. the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

d. the Directors had prepared the Annual Accounts on a going concern basis.

ACKNOWLEDGEMENT

Your Directors would like to express the appreciation to Bankers, Financial Institutions and Employees of the company for their constant co-operation and cordial relations with the company. You Directors would also like to place on record their appreciation to the various Government departments for their support and co-operation

By Order of the Board For India Finsec Limited

Sd/- Sd/- Dated: 14.09.2012 Mukesh Sharma Vinod Kumar Bansal Place: Delhi Director Director

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