Directors Report of Capfin India Ltd.

Mar 31, 2024

Your Directors have pleasure in presenting you the 32^nd Annual Report together with the audited statement of Accounts of the Company for the financial year ended 31^st March, 2024.

1. FINANCIAL RESULTS:

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P A R T I C U L A R S	2023-24	2022-23
Gross Income	23,917.80	33,723.53
Profit/(Loss) before depreciation and tax	(66,643.40)	22, 096.05
Profit/ (Loss) before Tax	(66,643.40)	21,670.62
Add/Less: Provision for tax including deferred tax	(20,376.62)	(3,512.95)
Profit/ (Loss) after Tax	(46,266.78)	18,157.67

2. RESULTS OF OPERATIONS & STATE OF COMPANY''S AFFAIRS:

During the year under review, the total income stood at Rs. 23,917.80 as against previous year total income of Rs. 33,723.53. Your company has incurred loss before depreciation and Income Tax of Rs. 66,643.40 (In Hundreds) from its operations and provision for income tax of Rs. (20,376.62) (in Hundreds). The company''s net loss amounts to Rs. 46,266.79 (In Hundreds) as compared to profit of Rs. 18,157.67 (In Hundreds) earned in previous year. Your Company continues to take effective steps in broad basing its range of activities. The performance of the company during the year under review has been satisfactory.

3. CHANGE IN THE NATURE OF BUSINESS:

There was no Changes in the nature of business of the Company during the current financial year.

4. SHARE CAPITAL:

The Authorized Share Capital of the Company is INR 4,00,00,000/- (Indian Rupees Four Crore Only). During the year under review, there was no change in the Company''s issued, subscribed and paid-up equity share capital. On March 31, 2024, the paid-up capital stood at INR 2,86,47,000/- (Indian Rupees Two Crore Eighty-Six Lakh Forty-Seven Thousand) divided into 28,64,700 (Twenty-Eight Lakh Sixty-Four Thousand and Seven Hundred Only) Equity Shares of INR 10/- (Rupee Ten Only) each.

5. DIVIDEND:

In view of the loss during the current year, the Board of Directors has not recommended any dividend for the financial year ended on 31st March, 2024.

6. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was no outstanding unclaimed/unpaid dividend as on 31^st March 2024.

7. TRANSFER TO RESERVES:

Under section 45-IC of Reserve Bank of India Act, 1934, non-banking financial companies (NBFCs) are required to transfer a sum of not less than 20% of its net profit every year to the reserve fund before declaration of any dividend. Since, no dividend is declared, no amount is required to be transferred to its reserve fund.

8. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF REPORT:

There have been no material changes and commitments, if any, affecting the Financial position of the Company which have occurred between the end of the Financial Year of the Company to which the Financial statements relate and the date of Report.

9. DEPOSITS:

The Company has not accepted any public deposits during FY 2023 -24 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 2024-2025.

10. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE U/S 186 OF THE COMPANIES ACT, 2013:

The particulars of loans, guarantees and investments, wherever required, have been disclosed in the financial statements, which also form part of this report.

11. CORPORATE SOCIAL RESPONSIBILITY:

The Company has not developed and implemented any Corporate Social Responsibility Initiatives as provisions of section 135(1) of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014 are not applicable on the Company.

12. CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

The Company is not a manufacturing Company. Therefore, conservation of Energy & Technology Absorption is not applicable. The Company has neither earned nor spent on foreign exchange.

13. DIRECTORS AND KEY MANAGERIAL PERSONNEL OF THE COMPANY:

DIN No/ Membership Number	Name of Director	Designation	Date of Appointment	Date of Resignatio n
03414391	Ms. Rachita Mantry Kabra	Whole time Director	29/09/2015	NA
01111382	Ms. Sarita Mantry	Director	13/02/2017	NA
08506956	Mr. Sanjay Kukreja	Independent Director	25/08/2020	NA
08095079	Mr. Mangina Srinivas Rao	Additional Independent Director	08/07/2024	NA
09054785	Ms. Gayathri Iyer	Additional Independent Director	08/07/2024	NA
DHEPR4271N	Mr. Sanjaymoha n Singh Rawat	Company Secretary	30/07/2024	NA

Key Managerial Personnel

In terms of Section 203 of the Act, the following were designated as director or/and Key Managerial Personnel of your Company during the year:

Ms. Rachita Mantry Kabra- Whole time Director and Chief Financial Officer.

The following changes took place in the Board of Directors and Key Managerial Persons after closing of Financial Year but before the date of Board Report:

• Mr. MANGINA SRINIVAS RAO (DIN: 08095079) appointed as additional Director of the Company with effect from 8h July 2024.

• Ms. GAYATHRI IYER (DIN: 09054785) appointed as additional Director of the Company with effect from 8th July 2024.

• Mr. Sanjaymohan Singh Rawat (M. No. 74205) appointed as Company Secretary and Compliance Officer of the Company with effect from 30th July, 2024.

• Mr. Ashok Kumar Mohta (DIN: 08485341) has been resigned as Non-Executive Independent Director of the Company with effect from 23rd Day of June 2024.

• Ms. Priyanka Chaudhary Richhpal has been resigned as Company Secretary and Compliance Officer of the Company with effect from 05th day of May 2024

Women Director

In terms of the provisions of Section 149 of the Companies Act, 2013, a company shall have at least one-Woman Director on the Board of the Company. The Company has appointed Ms.

Rachita Mantry Kabra, Ms. Sarita Mantry and Ms. Gayathri Iyer, as Woman Director on the Board of the Company.

In accordance with provisions of the Act and the Articles of Association of the Company, Ms. Sarita Mantry, (DIN: 01111382), Non-Executive Director retires by rotation at the ensuing AGM and being eligible offers herself for re-appointment.

Independent Director:

In terms of Section 149 of the Act and SEBI Listing Regulations, Mr. Sanjay Kukreja, Mr. Mangina Srinivas Rao and Ms. Gayathri Iyer are the Independent Directors of the Company as on date of this report.

All Independent Directors of the Company have given requisite declarations under Section 149(7) of the Act, that they meet the criteria of independence as laid down under Section 149(6) of the Act along with Rules framed thereunder, Regulation 16(1)(b) of SEBI Listing Regulations and have complied with the Code of Conduct of the Company as applicable to the Board of directors and Senior Managers. In terms of Regulation 25(8) of the SEBI Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence. The Company has received confirmation from all the Independent Directors of their registration on the Independent Directors Database maintained by the Indian Institute of Corporate Affairs, in terms of Section 150 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014.

In the opinion of the Board, the Independent Directors possess the requisite expertise and experience and are persons of high integrity and repute. They fulfill the conditions specified in the Act as well as the Rules made thereunder and are independent of the management.

14. NUMBER OF MEETINGS OF THE BOARD:

During the Financial Year under review, 7 (Seven) Meetings of the Board of Directors were held. The dates on which the said meetings were held:

30^th May, 2023 24^th July, 2023 12^th August, 2023 21^st August, 2023 10^th November, 2023 14^th February, 2024 22^nd March, 2024

The intervening gap between the Meetings was within the period prescribed under the SEBI (LODR) Regulations, 2015 and Companies Act, 2013

S.no.	Name of Director	Designation	No. of Board Meeting eligible to attend	No. of Meetings attended	No. of Meeting in which absent
1	Ms. Rachita Mantry Kabra	Whole time Director	7	7	0

2	Ms. Sarita Mantry	Non-Executive Director	7	7	0
3	Mr. Ashok Kumar Mohta	Independent Director	7	7	0
4	Mr. Sanjay Kukreja	Independent Director	7	7	0
5	Mr. Mangina Srinivas Rao	Additional Independent Director			N.A
6	Ms. Gayathri Iyer	Additional Independent Director	-		N.A

15. SEPARATE MEETING OF INDEPENDENT DIRECTORS:

Independent Directors of the Company held their Separate meeting under Regulation 25(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Schedule IV of Companies Act, 2013 on 14^th February, 2024 to evaluate the performance of the Board, its committees and individual directors including independent directors.

16. COMMITTEES OF THE BOARD:

The Committees of the Board focus on certain specific areas and make informed decisions in line with the delegated authority.

The following Committees constituted by the Board function according to their respective roles and defined scope:

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholder Relationship Committee

Details of composition, terms of reference and number of meetings held for respective committees are given in this Annual Report. Further, during the year under review, all recommendations made by the various committees have been accepted by the Board.

17. AUDIT COMMITTEE:

The Audit Committee of the Company is constituted/re-constituted in line with the provisions of Section 177 of the Companies Act, 2013 and other applicable laws. The Audit Committee comprises of majority of the Independent Directors. All the members of the Committee have experience in financial matters. The Audit Committee is constituted in line to monitor and provide effective supervision of the management''s financial reporting process, to ensure accurate and timely disclosures, with the highest level of transparency, integrity, and quality of Financial Reporting. The details of the composition of the committee are set out in the following table: -

Name	Status	Category
Mr. Sanjay Kukreja	Chairman	Independent Director
Ms. Sarita Mantry	Member	Non-Executive Director
Mr. Ashok Mohta*	Member	Independent Director
Mr. MANGINA SRINIVAS RAO **	Member	Independent Director

* Resigned w.e.f. 23rd June, 2024 ** Inducted w.e.f. 08^th July, 2024

The committee was reconstituted by inducting Mr. MANGINA SRINIVAS RAO as member of the Committee w.e.f. 08^th July, 2024.

The primary objective of the Audit Committee is to monitor and provide an effective supervision of the management''s financial reporting process, to ensure accurate and timely disclosures, with the highest levels of transparency, integrity and quality of financial reporting. The Audit Committee overseas the work carried out in the financial reporting process by the management, the internal Auditors and the Independent Auditors and notes the processes and safeguards employed by each of them. All possible measures must be taken by the Audit Committee to ensure the objectivity and independence of the independent auditors.

The Board has accepted all recommendations of Audit Committee.

During the year under review 06 (Six) meetings of Audit Committee were convened and held. The dates on which the said meetings were held:

1. 30th May, 2023

2. 12th August, 2023

3. 21st August, 2023

4. 10th November, 2023

5. 14th February, 2024

6. 22nd March, 2024

Sr. No.	Name of the Members	Designation	No. of Audit Committee attended during the year
01	Mr. Sanjay Kukreja	Chairman & ID	6
02	Ms. Sarita Mantry	Member	6
03	Mr. Ashok Kumar Mohta*	Member	6
04	Mr. MANGINA SRINIVAS RAO **	Member	N.A.

* Resigned w.e.f. 23rd June, 2024 ** Inducted w.e.f. 08^th July, 2024

The committee was reconstituted by inducting Mr. MANGINA SRINIVAS RAO as member of the Committee w.e.f. 08^th July, 2024.

During the year, all recommendations of the audit committee were approved by the Board of Directors.

18. NOMINATION AND REMUNERATION COMMITTEE:

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

S.No.	Name	Status	Category
1	Mr. Sanjay Kukreja	Chairman	Independent Director

2	Ms. Sarita Mantry	Member	Non-Executive Director
3	Mr. Ashok Kumar Mohta*	Member	Independent Director
4	Mr. MANGINA SRINIVAS RAO **	Member	Independent Director

* Resigned w.e.f. 23rd June, 2024 ** Inducted w.e.f. 08^th July, 2024

The committee was reconstituted by inducting Mr. MANGINA SRINIVAS RAO as member of the Committee w.e.f. 08^th July, 2024.

During the Financial Year under review 03 (Three) meetings of the Nomination and Remuneration Committee were convened and held. The dates on which the said meetings were held:

1. 30^th May, 2023

2. 21^st August, 2023

3. 22^th March, 2024

Sr. No.	Name of the Members	Designation	No. of Nomination and Remuneration Committee attended during the year
01	Mr. Sanjay Kukreja	Chairman & ID	3
02	Ms. Sarita Mantry	Member	3
03	Mr. Ashok Kumar Mohta	Member	3
04	Mr. MANGINA SRINIVAS RAO **	Member	NA

* Resigned w.e.f. 23rd June, 2024 ** Inducted w.e.f. 08^th July, 2024

The committee was reconstituted by inducting Mr. MANGINA SRINIVAS RAO as member of the Committee w.e.f. 08^th July, 2024.

19. STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Company is having a Stakeholders Relationship Committee comprising of the following directors:

S.No.	Name	Status	Category
1	Sanjay Kukreja	Chairman	Independent Director
2	Sarita Mantry	Member	Non-Executive Director
3	Ashok Mohta*	Member	Independent Director
4	Mr. MANGINA SRINIVAS RAO **	Member	Independent Director

* Resigned w.e.f. 23rd June, 2024 ** Inducted w.e.f. 08th July, 2024

The committee was reconstituted by inducting Mr. MANGINA SRINIVAS RAO as member of the Committee w.e.f. 08th July, 2024.

During the Financial Year under review 02 (Two) meetings of the Stakeholders Relationship Committee were convened and held. The dates on which the said meetings were held:

1. 30^th May, 2023

2. 22^th March, 2024

Sr. No.	Name of the Members	Designation	No. of Stakeholder relationship Committee attended during the year
01	Mr. Sanjay Kukreja	Chairman & ID	2
02	Ms. Sarita Mantry	Member	2
03	Mr. Ashok Kumar Mohta	Member	2
04	Mr. MANGINA SRINIVAS RAO **	Member	N.A

* Resigned w.e.f. 23rd June, 2024 ** Inducted w.e.f. 08^th July, 2024

The committee was reconstituted by inducting Mr. MANGINA SRINIVAS RAO as member of the Committee w.e.f. 08^th July, 2024.

20. POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION AND OTHER DETAILS:

The Nomination & Remuneration Committee of Directors have approved a Policy for Selection, Appointment, Remuneration and determine Directors'' Independence of Directors which inter-alia requires that composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors, KMP and senior management employees and the Directors appointed shall be of high integrity with relevant expertise and experience so as to have diverse Board and the Policy also lays down the positive attributes/criteria while recommending the candidature for the appointment as Director. Nomination & Remuneration Policy is uploaded on the website of the Company i.e. at www.capfinindia.com.

21. BOARD EVALUATION:

The annual evaluation process of the Board of Directors, individual Directors and Committees was conducted in accordance with the provisions of the Act and the SEBI Listing Regulations.

The Board evaluated its performance after seeking inputs from all the Directors on the basis of criteria such as the Board composition and structure, effectiveness of Board processes, information and functioning, etc. The performance of the Committees was evaluated by the Board after seeking inputs from the committee members on the basis of criteria such as the composition of committees, effectiveness of committee meetings, etc. The above criteria are

broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India.

The Board and the NRC reviewed the performance of individual Directors on the basis of criteria such as the contribution of the individual Director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

In a separate meeting of independent directors, performance of Non-Independent Directors and the Board as a whole was evaluated. Additionally, they also evaluated the Chairman of the Board, considering the views of Executive and Non-executive Directors in the aforesaid meeting. The Board also assessed the quality, quantity and timeliness of flow of information between the Company management and the Board that is necessary for the Board to effectively and reasonably perform their duties. The above evaluations were then discussed in the Board meeting and performance evaluation of Independent directors was done by the entire Board, excluding the Independent Director being evaluated.

22. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:

Pursuant to the provisions of Regulation 25(7) and Regulation 46 of the SEBI Listing Regulations, kindly refer to the Company''s website www.capfinindia.com for details of the familiarization program for IDs on their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters.

23. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

Particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013 read with Rule 8(2) of Companies (Accounts) Rules, 2014 in prescribed Form AOC-2 is annexed herewith at Annexure I.

24. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

The company does not have any Subsidiary, Joint Venture or Associate Company; hence, provisions of section 129(3) of the Companies Act, 2013 relating to preparation of consolidated financial statements are not applicable.

25. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

Pursuant to Section 177(9) of the Act, a vigil mechanism was established for directors and employees to report to the management instances of unethical behavior, actual or suspected, fraud or violation of the Company''s code of conduct or ethics policy. The Vigil Mechanism provides a mechanism for employees of the Company to approach the Chairperson of the Audit Committee of the Company for redressal. No person has been denied access to the Chairperson of the Audit Committee.

26. PARTICULARS OF EMPLOYEES U/S 197(12) OF THE COMPANIES ACT, 2013:

The Information & Statement of Particulars of employees pursuant to Section 197 of the Companies Act, 2013 and Rule 5 (1) & 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure II.

27. DIRECTORS'' RESPONSIBILITY STATEMENT AS REQUIRED U/S 134(3)(c)

In terms of section 134(5) of the Companies Act, 2013, your directors state that: -

(a) in the preparation of the annual accounts, the applicable accounting standards and other requirements 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 at the end of the financial year and of the loss of the company for that period;

(c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) the Directors have prepared the annual accounts on a going concern basis.

(e) the Directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively

(f) the Directors have devised proper system to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

28. AUDITORS & AUDITORS'' REPORT:

Statutory Auditors

In accordance with the Companies Act 2013, the statutory auditors of the Company, M/s. RAG & Associates, Chartered Accountants, New Delhi, were appointed as statutory auditors of the Company. However, the Board has recommended the appointment of M/s Mehra Goel & Co. (Chartered Accountants, New Delhi (Firm Registration Number:000517N), as the Statutory Auditors of the Company to fill the casual vacancy caused due to the resignation of M/s RAG & Associates, Chartered Accountants, (Firm Registration Number: 008653C), to hold office until the conclusion of this 36^th Annual General Meeting, at such remuneration plus out-of-pocket expenses and applicable taxes etc

Internal Auditor

Pursuant to Section 138 of the Act and Rules made there under rules, M/s Dhirubhai Shah & Co LLP, Chartered Accountants (FRN: 102511W/W100298) were appointed as Internal Auditors for the financial year 2023-24.

Secretarial Auditor

Pursuant to Section 204 of the Act and Rules made there under, the Board of Directors of the Company has appointed M/s Deepanshi Jain & Associates (COP No. 14826, Membership Number: 40127) Practicing Company Secretary having its Registered Office at C-7/75, First Floor, Sector-7, Rohini, Delhi- 110085, to conduct Secretarial Audit of the Company for the financial year 202324. The Report of the Secretarial Audit is annexed herewith as Annexure -III.

Cost Audit

Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Act are not applicable for the business activities carried out by the Company.

29. INTERNAL CONTROL SYSTEM & THEIR ADEQUECY:

According to Section 134(5) (e) of the Companies Act, 2013, the Internal Financial Control (IFC) means the policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of business, including adherence to the company''s policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial information.

The Company has a well-placed, proper and adequate Internal Financial Control System which ensures that all the assets are safeguarded and protected and the transactions are authorized, recorded and reported correctly.

To further strengthen the internal control process, the company has developed the very comprehensive compliance management tool to drill down the responsibility of the compliance from top management to executive.

Based on the results of such assessments carried out by management, no reportable material weakness or significant deficiencies in the design or operation of internal financial controls was observed.

30. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

Company has adopted a policy on prevention, prohibitions and redressal of sexual harassment at workplace in line with the provision of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and has set up Committee for implementation of said policy. During the year Company has not received any complaint of harassment.

31. CODE OF CONDUCT:

Commitment to ethical professional conduct is a must for every employee, including Board Members and Senior Management Personnel of the Company. The Code is intended to serve as a basis for ethical decision-making in conduct of professional work. The Code of Conduct enjoins that each individual in the organization must know and respect existing laws, accept and provide appropriate professional views, and be upright in his conduct and observe corporate discipline. The duties of Directors including duties as an Independent Director as laid down in the Companies Act, 2013 also forms part of the Code of Conduct. All Board members and Senior Management Personnel affirm compliance with the Code of Conduct annually.

32. MANAGEMENT DISCUSSIONS & ANALYSIS REPORT:

As per SEBI Listing Regulations, Management Discussion and Analysis Report is annexed herewith at Annexure -IV.

33. EXTRACT OF THE ANNUAL RETURN AS PROVIDED UNDER SUB-SECTION (3) OF SECTION 92:

Pursuant to Section 92(3) of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return for FY 2022-23 is available on Company''s website at www.capfinindia.com

34. SECRETARIAL STANDARDS:

During the year under review the Company has complied with Secretarial Standards on Board and General Meetings issued by Institute of Company Secretaries of India.

35. CORPORATE GOVERNANCE:

As per Regulation 15(2) of SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015, compliance with the Corporate Governance provisions as specified in regulation 17 to 27 and clause (b) to (i) [and (t)] of sub-regulation (2) of regulation 46 and Para C, D, and E of Schedule V shall not apply to the company having Paid up Equity Share Capital not exceeding Rs. 10 Crore and Net Worth not exceeding Rs. 25 Crore, as on the last day of the previous financial year. The Company is covered under the exception given under Regulation 15(2) of SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015, therefore Company is not required to comply with the said provisions.

36. GENERAL:

Your Directors state that no disclosure or reporting is required in respect of the following matters as there were no transactions on these items during the year under review:

• There are no significant material orders passed by the Regulators or Courts or Tribunal, which would impact the going concern status of the Company and its future operation

• No fraud has been reported by the Auditors to the Audit Committee or the Board.

• There has been no application made or pending under Insolvency and Bankruptcy Code, 2016

• There has been no one time settlement and the valuation done while taking loan from the Banks or Financial Institutions.

37. ACKNOWLEDGEMENT:

The Board of Directors wish to place on record its deep sense of appreciation for the committed services by all the employees of the Company. The Board of Directors would also like to express their sincere appreciation for the assistance and co-operation received from the financial institutions, banks, government and regulatory authorities, stock exchanges, customers, vendors, members during the year under review.

For & on behalf of Capfin India Limited

Sd/- Sd/-

Sarita Mantry Rachita Mantry Kabra

Date: 06.09.2024 Director Whole time Director

Place: New Delhi DIN: 01111382 DIN: 03414391

---

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

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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

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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