Directors Report of Intec Capital Ltd.

Mar 31, 2024

Your directors present the Thirtieth Annual Report along
with the Audited Standalone and Consolidated Financial
Statements for FY 2023-2024.

Background:

Intec Capital Limited (“Company” or “ICL”) was
incorporated in India on February 15, 1994, and was
registered with Reserve Bank of India (RBI) as a Non¬
Banking Financial Company (NBFC) vide Certificate of
Registration B-14.00731 dated May 4, 1998 in the name
of Intec Securities Limited. Subsequently, due to change
in name of the company, the company received a revised
Certificate of Registration (‘COR'') in the name of Intec
Capital Limited on November 4, 2009 under section 45-
1A of Reserve Bank of India Act, 1934.

Financial Results:

The performance of the Company for the Financial Year
ended March 31,2024 is summarized below:

2015 (the ‘SEBI Listing Regulations''), the Company had
formulated a dividend distribution policy, which sets out
the parameters and circumstances to be considered by
the Board in determining the distribution of dividend to its
shareholders and/or retaining profit earned. The policy
is annexed to this report and is also available on the
website of the Company at https://www.inteccapital.com/
wp-content/uploads/2021/03/Intec-Dividend-Policy.pdf.

Dividend:

The company continues to evaluate and manage its
dividend policy to build long term shareholder value. Due
to paucity of funds, your Directors does not recommend
any dividend during this year.

Results of Operations and the State of Company’s
Affairs:

Highlights of the Company’s consolidated
performance for the financial year ended 31st March,
2024 are as under:

Consolidated Revenue: Rs. 389.36 Lacs
Consolidated Net Loss: Rs. 565.32 Lacs

(? in crore)

Particulars	Standalone		Consolidated
	FY 2024	FY 2023	FY 2024	FY 2023
Total Revenue	379.68	985.28	389.36	850.37
Less: Total expenses	2071.35	2785.45	1277.25	2802.34
Profit/ (Loss) before Taxation & Exceptional Items	(1691.67)	(1800.17)	(887.89)	(1951.97)
Gain on Extinguishment of borrowings under One Time
Settlement
Profit/ (loss) before Taxation	(1691.67)	(1800.17)	(887.89)	(1951.97)
Tax expenses:
Deferred tax	(322.57)	863.52	(322.57)	863.52
Earlier year tax	-	-	-	-
Profit/ (Loss) after Tax	(1369.10)	(2663.69)	(565.32)	(2815.49)

Note: The above figures are extracted from the Consolidated and Standalone Financial Statements prepared in
accordance with Indian Accounting Standards (“Ind AS”) as notified under Sections 129 and 133 of the Companies
Act, 2013 (“the Act”) read with the Companies (Accounts) Rules, 2014 and other relevant provisions of the Act and
the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015
(“SEBI Listing Regulations”).

Transfer to Reserve Fund:

Under section 45-IC(1) of Reserve Bank of India (‘RBI'')
Act, 1934, non-banking financial companies (‘NBFCs'')
are required to transfer a sum not less than 20% of
its net profit every year as disclosed in the profit and
loss account to reserve fund before declaration of any
dividend. As during the year there is no profit, there is no
transfer to the said reserve.

Dividend Distribution Policy:

Pursuant to the provisions of regulation 43A of the
Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations,

In accordance with the provisions of the Act, Regulation
33 of the SEBI Listing Regulations and applicable
Accounting Standards, the Audited Consolidated
Financial Statements of the Company for the financial
year 2023-24, together with the Auditors'' Report form
part of this Annual Report.

The Audited Financial Statements including the
Consolidated Financial Statements of the Company
as stated above and all other documents required to
be attached thereto are available on the Company''s
website at https://www.inteccapital.com/wp-content/
uploads/2024/06/Financial-Results-31.03.2024.pdf.

The financial results of the Company and its Wholly -
owned Subsidiary are elaborated in the Management
Discussion and Analysis Report, which forms part of this
Annual Report.

Listing of Equity Shares:

The Equity Shares of the Company are listed on the
trading platform of BSE Limited, a recognized stock
exchange having nationwide trading terminal.

Disclosure of Accounting Treatment:

Implementation of Indian Accounting Standards (IND
AS) converged with International Financial Reporting
Standards (IFRS)

As mandated by Companies (Indian Accounting
Standards) Rules, 2015, Non-Banking Financial
Company (NBFCs) whose equity or debt securities are
listed on any stock exchange in India or outside India and
having net worth less than rupees five hundred crore are
required to comply with the Indian Accounting Standards
(IND AS) for Financial Statements for accounting periods
beginning from April 1,2019 onwards, with comparatives
for the period ending March 31,2019.

Accordingly, the annual financial statements are prepared
as per Indian Accounting Standards.

Presentation of Financial Statements:

The Audited Financial Statements of the Company for
the financial year under review have been disclosed as
per Division III of Schedule III to the Act.

Associates Companies, Joint Venture and Subsidiary
Companies including highlights of performance of
Subsidiaries and their contribution to the overall
performance of the company during the period under
report:

The Company has one wholly owned subsidiary, viz., Amulet
Technologies Limited which was incorporated as private
limited company on 30th April 2011. It was converted into a
Public Limited Company on 27th March 2012.

The Primary objective of the subsidiary company is to offer
consultancy, advisory & all related services in all areas
of information technology including computer hardware
& software, data communication, telecommunications,
manufacturing & process control & automation, artificial
intelligence, natural language processing.

The subsidiary company is managed by its Board, having
the rights and obligations to manage the company in the
best interest of respective stakeholders.

During FY2023-2024, no new subsidiary was
incorporated/acquired. The Company does not have any
associate company, nor has it entered into a joint venture
with any other company.

The financial statements of the subsidiary companies

are also available in a downloadable format under the
‘Investor'' section on the Company''s website at https://
www.inteccapital.com/investors/subsidiary-financials/.

The Company''s policy for determination of material
subsidiary, as adopted by the Board of Directors,
in conformity with regulation 16 of the SEBI Listing
Regulations, can be accessed on the Company''s
website at https://www.inteccapital.com/wp-content/
uploads/2021/03/Material-Subsidiary-Policy-Of-Intec-
Capital-Limited-1.pdf

In terms of the said policy and provisions of Regulation
16 of the SEBI Listing Regulations, Amulet Technologies
Limited is not a material subsidiary of the Company.

Performance highlights of the subsidiary company during
the FY2023-2024 have already been provided under the
Financial Results tab of the Directors'' Report.

Pursuant to Section 129(3) of the Companies Act, 2013,
a separate statement containing the salient features of
the financial statements of the Wholly-owned Subsidiary
Company in the prescribed form AOC-1 is presented in
Annexure-A, forming part of the Annual Report.

Management Discussion and Analysis Report

Management Discussion and Analysis Report for the
year under review, as stipulated under the Securities
and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 (“Listing
Regulations”), is presented in Annexure-B, forming part
of the Annual Report.

Risk Management:

The Company has in place a Risk Management Policy
in line with the prevailing business requirements. The
Risk Management Committee was constituted originally
on 8th January 2013 and was reconstituted from time to
time according to the needs of the company.

Thereafter, the Asset Liability Committee was merged
with Risk Management Committee and Asset Liability
Cum Risk Management Committee (ALRMC) was
formed on 9th February 2020. This Committee has been
entrusted with the responsibility of Formulation of policies,
procedures and practices to identify, evaluate, address
and monitor risk and to ensure business growth plans
are supported by an effective risk infrastructure. The
Risk practices and conditions adopted are appropriate
for the prevailing business environment and to assist
the Board in discharge of its duties & responsibilities
and in overseeing that all the risks that the organization
faces such as strategic, financial credit, market, liquidity,
security, property, IT, legal, regulatory, reputational and
other risks have been identified and assessed and there
is an adequate risk management infrastructure in place
capable of addressing those risks.

The detailed information on Risk Management Committee
its constitution, its meeting held and attended during the
year under review is separately mentioned in Corporate
Governance Report Section.

The Company has introduced several improvements to
existing internal policies / processes / framework / audit
methodologies to mitigate / minimize the enterprise risk.

RBI Compliance:

The Company is registered with the RBI as a Non-
Systemically Important Non-Deposit taking - Non-Banking
Financial Company. The Company has complied with
and continues to comply with all applicable laws, rules,
circulars and regulations.

The Company continues to comply with all the
requirements prescribed by the Reserve Bank of India
(RBI) from time to time. The Company has appointed an
Internal Ombudsman and Principal Nodal Officer as per
the relevant notifications of RBI to carry out the prescribed
duties and discharge the prescribed functions.

The snapshot of the Capital Adequacy Ratio (CAR) of
the company in comparison with the previous year on
standalone basis and on consolidated basis is as follows:

The Company obtained the approval of
shareholders to regularize Mr. Kanwar Nitin
Singh (DIN: 10204543) as a Non-Executive
and Independent Director of the Company in
the 29th Annual General Meeting held on 15th
September, 2023.

After the closure of the Financial Year 2023¬
24, on the recommendation of the Nomination
and Remuneration Committee, the Board has
approved the appointment of Mr. Arjunn Kumar
Tyagi (DIN: 02967667) as an Additional Non¬
Executive Independent Director and Mr. Vinod
Kumar (DIN: 10725631) as an Additional
Director (Executive) on the Board w.e.f.
August 06, 2024 till ensuing Annual General
Meeting and shall be regularized for a period
of five (5) years from date of appointment.

Mr. Vinod Kumar is also acting as a Chief
Financial Officer of the Company.

Further as on date, Vinod Kumar (DIN:
10725631) has tendered his resignation from
the post of Additional Director (Executive) of

CAPITAL ADEQUECY RATIO:

Particulars	Standalone		Consolidated
	As at 31 March, 2024	As at 31 March, 2023	As at 31 March, 2024	As at 31 March, 2023
Tier I Capital	(2758.15)	(1846.39)	(1428.75)	(594.88)
Tier II Capital	--	--	--	--
Total Capital Funds	(2758.15)	(1846.39)	(1428.75)	(594.88)
Risk Weighted Assets	6788.15	8,517.49	6,672.15	7,590.48
CET1 capital ratio	(40.63)%	(21.68)%	(21.68%)	-7.84%
CET2 capital ratio	--	--	--	-
Total capital ratio	(40.63)%	-21.55%	(21.68%)	-7.84%

Directors and Key Managerial Personnel (‘KMP’):

A. Change in Directorate
i. Appointment:

During the financial year under review, on
the recommendation of the Nomination and
Remuneration Committee, the Board has
approved the appointment of Mr. Kanwar
Nitin Singh (DIN: 10204543) as an Additional
Director (Non-Executive Independent) on the
Board w.e.f. June 17, 2023 till ensuing Annual
General Meeting.

Considering Mr. Kanwar Nitin Singh, a
person of integrity, expertise, and having
relevant experience to serve the Company
as an independent director for a period of
five (5) years from date of appointment.

the Company w.e.f. end of the working hours
of 14th August, 2024 due to preoccupation in
the role and responsibilities of Chief Financial
Officer of the Company. He will be continuing
to act as a Chief Financial Officer of the
Company.

Further, on the recommendation of the
Nomination and Remuneration Committee,
the Board has approved the appointment
of Mrs. Ursala Joshi (DIN: 08810331) as an
Additional Director (Non-Executive and Non¬
Independent) w.e.f. August 14, 2024 and also
approved re-appointment of Mr. Sanjeev Goel
(DIN: 00028702) as Managing Director of the
company w.e.f. 1st April, 2024.

Considering Mr. Arjunn Kumar Tyagi, Mrs.

Ursala Joshi and Mr. Sanjeev Goel, a person
of integrity, expertise, and having relevant
experience to serve the Company as directors
of the Company, The Company soughts the
approval of shareholders to regularize Mr.
Arjunn Kumar Tyagi (DIN: 02967667) as a
Non-Executive Independent Director, Mrs.
Ursala Joshi (DIN: 08810331) as a Non¬
Executive Non-Independent Director and Mr.
Sanjeev Goel (DIN: 00028702) as Managing
Director of the company in the 30th Annual
General Meeting scheduled to be held on
26th September, 2024.

B. Directors liable to retire by rotation:

Mr. Sanjeev Goel (DIN: 0028702) Managing
Director, retires by rotation at the ensuing AGM,
being eligible, offers himself for re-appointment
and his re-appointment shall not tantamount to a
break in the tenure of appointment as Managing
Director and all other terms and conditions of
the re-appointment shall also remain unchanged
pursuant to the provisions of Companies Act, 2013.

Brief details of Mr. Sanjeev Goel, who is seeking
re-appointment, are given in the Notice of AGM.

C. KMPs

i. Mr. Rajesh Sharma has resigned from the
position as Chief Financial Officer of the
Company w.e.f. 15.11.2023;

ii. Mr. Vinod Kumar has been appointed by
the Board in its meeting held on February
13, 2024 as Chief Financial Officer of the
Company w.e.f. 13.02.2024;

After closure of Financial Year 2023-24, Ms. Radhika
Garg, company secretary and compliance officer of the
company, has tendered her resignation on 5th August,
2024 and she shall be relieved from responsibilities
from end of business hours of 3rd September, 2024.

Apart from the changes specified above, there have
been no changes in the KMPs of the Company.

During the year under review, the non-executive
directors of the Company had no pecuniary relationship
or transactions with the Company.

As on March 31,2024, the Board of Directors of your
Company consists of 6 Directors. Their details are as
follows:

Sr. No.	Name of Director	Designation
1.	Mr. Sanjeev Goel	Managing Director (KMP)

2.	Mr. Surender Kumar Goel	Non-Executive Independent Director
3.	Mr. Rakesh Kumar Joshi	Non-Executive Independent Director
4.	Ms. Shilpy Chopra	Non-Executive Independent Director
5.	Ms. Shalini Rahul	Non-Executive Independent Director
6.	Mr. Kanwar Nitin Singh	Non-Executive Independent Director

As on March 31, 2024, the Company had following Key
Managerial Personnel (KMP''s) in accordance with the provisions
of Sections 2(51) and 203 of the Companies Act, 2013 read
with Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014:

Sr. No.	Name of Director	Designation
1.	Mr. Sanjeev Goel	Managing Director (KMP)
2.	Mr. Vinod Kumar	Chief Financial Officer (KMP)
3.	Ms. Radhika Garg	Company Secretary (KMP) and Compliance Officer

Declaration by inaepenaent Directors:

The Independent directors have submitted a declaration
of independence, stating that they meet the criteria of
independence provided under section 149(6) of the Act
read with regulation 16 of the SEBI Listing Regulations,
as amended. The independent directors have also
confirmed compliance with the provisions of rule 6 of
Companies (Appointment and Qualifications of Directors)
Rules, 2014, as amended, relating to inclusion of their
name in the databank of independent directors.

The Board took on record the declaration and confirmation
submitted by the independent directors regarding them
meeting the prescribed criteria of independence, after
undertaking due assessment of the veracity of the same
in terms of the requirements of regulation 25 of the SEBI
Listing Regulations.

Policy on Directors’ Appointment and Remuneration:

The Nomination and Remuneration Committee as on
March 31, 2024 comprises of the following Directors:

Name of the Director	Category	No. of Meetings held during FY
		2022-2023 (4)
		Entitled to attend	Attended
Mr. Surender Kumar Goel	Chairman, Non-Executive, Independent	4	3

Mr. Rakesh Kumar Joshi	Non-Executive, Independent	4	3
Ms. Shalini Rahul	Non-Executive, Independent	4	3

Furthermore, all recommendations of Nomination and
Remuneration Committee were accepted by the Board
of Directors. The detailed Nomination and Remuneration
Committee and its terms of reference and meetings
held and attended by the members during the year are
mentioned in the Corporate Governance Report Section.

On recommendation of the NRC, the Board has framed
a Remuneration Policy. This policy, inter alia, provides:

(a) The criteria for determining qualifications, positive
attributes and independence of directors; and

(b) Policy on remuneration of directors, key managerial
personnel and other employees.

The policy is directed towards a compensation philosophy
and structure that will reward and retain talent; and
provides for a balance between fixed and incentive pay
reflecting short and long-term performance objectives
appropriate to the working of the Company and its goals.

The Remuneration Policy is available on the Company''s
website and can be accessed at https://www.inteccapital.
com/wp-content/uploads/2021/03/Nomination-And-
Remuneration-Policy-And-Selection-Criteria-Due-
Diligence-Of-Directors-Key-Managerial-Personnel-And-
Senior-Management-Of-Intec-Capital-Limited.pdf.

Disclosures pertaining to remuneration and other details
as required under Section 197(12) of the Companies Act,

2013 read with Rule 5 of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules,

2014 are provided in the prescribed format and annexed
as Annexure-C forming an integral part of this Report.

As per the requirements of the RBI Master Directions
and SEBI Listing Regulations, details of all pecuniary
relationship or transactions of the executive/ non¬
executive directors vis-a-vis the Company are disclosed
in the Corporate Governance Report.

Compliance with Code of Conduct:

All Board members and senior management personnel
have affirmed compliance with the Company''s Code of
Conduct for FY 2023-2024. A declaration to this effect
signed by the Managing Director is included in this
Annual Report.

Annual Return:

Pursuant to Section 92(3) of the Companies Act 2013,
read with Rule 12 of the Companies (Management and
Administration) Rules, 2014, the Company has placed
a copy of the draft annual return on its website and
the same is available at https://www.inteccapital.com/

investors/annual-returns/.

Number of Meetings of the Board:

Six (6) meetings of the Board were held during FY 2023¬
2024 on the following dates:

May 26, 2023, August 10, 2023, September 25, 2023,
October 11,2023, November 09, 2023, and February 13,
2024. Details of the meetings and attendance thereat
form part of the Corporate Governance Report.

Directors’ Responsibility Statement:

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, including audit of internal
financial controls over financial reporting by the Statutory
Auditors and the reviews performed by the Management
and the relevant Board Committees, including the
Audit Committee, the Board is of the opinion that the
Company''s internal financial controls were adequate and
effective during FY 2023-24.

The Financial Statements have been prepared in
accordance with Ind AS as notified under the Companies
(Indian Accounting Standards) Rules, 2015 read with
Section 133 of the Act.

In accordance with the provisions of section 134(3)(c)
of the Act and based on the information provided by the
Management, the directors state that:

a) in the preparation of the annual accounts, the
applicable accounting standards and guidance
provided by The Institute of Chartered Accountants
of India have been followed and that there are no
material departures thereof;

b) they 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 cash flows of the Company for the year;

c) they 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;

d) they had prepared the annual accounts on a going
concern basis;

e) they had laid down internal financial controls to be
followed by the Company and that such internal
financial controls were adequate and operating
effectively;

f) they had devised proper systems to ensure

compliance with the provisions of all applicable laws
and that such systems were adequate and operating
effectively.

Audit Committee:

The present composition of the Committee is as follows:
Ms. Shalini Rahul, Chairman
Ms. Shilpy Chopra , Member
Mrs. Ursala Joshi, Member

During FY 2023-2024, all recommendations of the Audit
Committee were accepted by the Board.

The brief terms of reference and attendance record of
members are given in the Corporate Governance Report.

Particulars of Loans, Guarantees and Investments:

Pursuant to Section 134(3)(g) of the Companies Act,
2013, Loans, guarantees and investments covered
under Section 186 of the Companies Act, 2013, form part
of the Notes to the financial statements provided in this
Annual Report.

Share Capital:

As on 31st March 2024, the paid-up share capital of the
Company stood at ^18,36,62,500 (Rupees Eighteen
Crores Thirty-Six Lakhs Sixty-Two Thousand Five
Hundred Only) consisting of 1,83,66,250 equity shares of
face value of ?10 fully paid-up.

There was no public issue, rights issue, bonus issue or
preferential issue etc. during the year. The Company has
not issued shares with differential voting rights, sweat
equity shares nor has it granted any stock options.

Material Changes and Commitments:

There were no material changes and commitments
affecting the financial position of the Company which
occurred between the end of the financial year and the
date of this report.

Conservation of Energy:

1. Steps taken / impact on conservation of energy:

The operations of the Company, being Financial
Services related, require normal consumption of
electricity. The Company is taking every necessary
step to reduce its consumption of energy.

2. Steps taken by the Company for utilizing alternate
sources of energy:

The company during the financial year 2023-24 did
not take any additional step for utilizing alternate
sources of energy.

3. Capital investment on energy conservation
equipment:

In view of the nature of activities carried on by the

Company, there is no capital investment on energy
conservation equipment.

Technology Absorption:

1. The efforts made towards technology absorption;

Your Company''s activities, being a Non-Banking
Finance Company, do not require adoption of
any specific technology. However, your Company
has been at the forefront in implementing latest
information technologies & tools towards enhancing
our customer convenience and continues to
adopt and use the latest technologies to improve
the productivity and quality of its services. The
Company''s operations do not require significant
import of technology.

2. The benefits derived like product improvement,
cost reduction, product development or import
substitution;- N/A

3. In case of imported technology (imported during
the last 3 years reckoned from the beginning of the
financial year): - N/A

(a) The details of technology imported:- N/A

(b) The year of import:- N/A

(c) Whether the technology been fully absorbed:- N/A

(d) If not fully absorbed, areas where absorption has
not taken place, and the reasons thereof:- N/A

4. The expenditure incurred on Research and
Development:- N/A

Foreign Exchange Earnings and Outgo:

During FY 2023-2024, the Company did not have any
Foreign Exchange earnings and Foreign Exchange outgo.

Annual Performance Evaluation of the Board:

Pursuant to applicable provisions of the Companies
Act, 2013 and SeBI LoDr, 2015 and other applicable
regulations, circulars etc., the Board, in consultation
with its Nomination & Remuneration Committee, has
formulated a framework containing, inter-alia, the criteria
for performance evaluation of the entire Board of the
Company, its Committees and Individual Directors,
including Independent Directors.

Pursuant to the provisions of the Companies Act, 2013
and in terms of requirement of other applicable provisions
of SEBI LODR, 2015, the Board has carried out an
Annual Performance Evaluation of its own performance,
the Directors individually as well as the evaluation of the
working of the Committees. On the basis of performance
evaluation done by the Board, it shall be determined
whether to extend or continue their term of appointment,
whenever the respective term expires.

The Independent Directors had met separately without the

presence of Non-Independent Directors and the members
of management on March 28, 2024 and discussed, inter-
alia, the performance of non-independent Directors and
Board as a whole, assessed the quality, quantity and
timeliness of flow of information between the Company''s
Management and the Board that is necessary for the
Board to effectively and reasonably perform their duties.

The Nomination and Remuneration Committee has also
carried out evaluation of Director''s performance during
Financial Year 2023-24.

Significant and Material Orders:

During FY 2023-2024, there were no significant or
material orders passed by any regulator or court
or tribunal impacting the going concern status and
Company''s operations in future.

Internal Financial Controls:

The Internal Financial Controls laid down by the Company
are a systematic set of controls and procedures to ensure
orderly and efficient conduct of its 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.
Internal financial controls not only require the system to
be designed effectively but also to be tested for operating
effectiveness periodically.

The Board is of the opinion that Internal Financial
Controls with reference to the financial statements were
tested and reported adequate and operating effectively.
The internal financial controls are commensurate with
the size, scale and complexity of operations.

Deposits:

During FY 2023-2024, the Company has not accepted
any deposit within the meaning of the Companies
(Acceptance of Deposits) Rules, 2014 or Chapter V of
the Act and guidelines and directions of Non-Banking
Financial Companies (Acceptance of Public Deposits)
(Reserve Bank) Directions, 2016, as prescribed by
Reserve Bank of India in this regard and as such no
details are required to be furnished.

Credit Rating:

During the year, no Credit Ratings have been obtained
by the Company.

Human Resources:

The Company recognizes the importance of Human
Resource and the continuous need for development
of the same. The Company stresses on the need to
continuously upgrade the competencies of its employees
and equip them with the latest developments. In order to
achieve this, the Company organizes various programs
including in-house training and professional skill

development programs across all levels of employees.
The company also focused on Regional Level Induction
& training covering corporate presentations & function
specific knowledge and skills.

Whistle Blower Policy/Vigil Mechanism:

The Company has adopted a whistle blower policy/ vigil
mechanism for Directors, Employees and third parties to
report their concerns about unethical behavior, actual or
suspected fraud or violation of the Company''s Code of
Conduct, leak of unpublished price sensitive information
and related matters.

This mechanism also provides adequate safeguards
against the victimization of whistle blowers who avail of the
mechanism. The whistle blowers may also access their
higher level/ supervisors and/ or the Audit Committee.
The Whistle Blower Policy is available at https://www.
inteccapital.com/wp-content/uploads/2021/09/Vigil-
Mechanism-Whistle-Blower-Policy.pdf.

More details are given in Corporate Governance
Report.

Corporate Governance:

The Company is committed to upholding the highest
standards of Corporate Governance and follows the
Corporate Governance requirements set out by the
Securities and Exchange Board of India (“SEBI”).
In addition, the Company has included various best
governance practices.

In terms of Regulation 34(3) read with Schedule V of the
SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, a separate section on Corporate
Governance including a certificate from M/s Vivek
Gupta and Associates, Practicing Company Secretaries
confirming compliance is annexed as Annexure-D,
forming an integral part of this Report.

Secretarial Standards of ICSI:

The Company has complied with the requirements
prescribed under the Secretarial Standards on meetings
of the Board of Directors (SS-1) and General Meetings
(SS-2) read with the MCA circulars granting exemptions
in view of the COVID-19 pandemic.

SEBI Complaints Redress System (SCORES):

The investor complaints are processed in a centralized
web-based complaints redress system. The salient
features of this system are: Centralized database of all
complaints, online upload of Action Taken Reports (ATRs)
by concerned companies and online viewing by investors
of actions taken on the complaint and its current status.

Internal Audit:

The internal audit function provides an independent view
to the Board of Directors, the Audit Committee and the

Senior Management on the quality and efficacy of the
internal controls, governance systems and processes.
In line with the RBI''s guidelines on Risk Based Internal
Audit, the Company has adopted a Risk Based Internal
audit policy

At the beginning of each financial year, an audit plan is
rolled out after approval of the Audit Committee. Pursuant
to Risk Based Internal Audit Framework, internal audit is
aligned in such a manner that assurance is provided to
the Audit Committee and Board of Directors on quality
and effectiveness of the internal controls, and governance
related systems and processes.

The Audit Committee regularly reviews the internal
audit reports and the adequacy and effectiveness of
internal financial controls. Significant audit observations,
corrective and preventive actions thereon are presented
to the Audit Committee on a quarterly basis.

Statutory Auditors:

Pursuant to the provisions of section 139(8) of the Act,
members of the Company have approved appointment
of M/s. S. P. Chopra & Co., Chartered Accountants,
New Delhi as Statutory Auditors for their re-appointment
for the second block of Five (5) years from conclusion
of 28th Annual General Meeting till the conclusion of
33rd Annual General Meeting scheduled to be held in
Calendar Year 2027 for conducting the Annual Statutory
Audit for the respective Financial Years viz. starting from
Financial Year 2022-2023 till Financial Year 2026-2027.

The audit report given by M/s. S. P. Chopra & Co.,
Chartered Accountants, Statutory Auditors for FY 2023¬
2024 is modified.

EXPLANATION ON STATUTORY AUDITORS’ REPORT:

Qualification reported by Statutory Auditors
For Standalone Financial Statements:

The Company has availed term loans and working capital
facilities from various banks, however, slowdown of its
lending business and increased level of non-performing
/ impaired loan portfolio, has impacted its cash flow
/ liquidity, and the Company is un-able to service term
loans and working capital facilities including interest
thereon to certain banks. The interest of Rs. 5,018.76
lakhs i.e. Rs. 387.09 lakhs and Rs. 1,459.32 lakhs for
the current quarter and year ended 31 March, 2024
respectively and Rs. 3,559.44 lakhs for the period upto
31 March, 2023, though accrued on these loans has not
been accounted / provided for by the Company in these
standalone financial results.

For Consolidated Financial Results:

The Parent Company has availed term loans and
working capital facilities from various banks, however,
slowdown of its lending business and increased level of

non-performing / impaired loan portfolio, has impacted
its cash flow / liquidity, and the Parent Company is un¬
able to service term loans and working capital facilities
including interest thereon to certain banks. The interest
of Rs. 5,018.76 lakhs i.e. Rs. 387.09 lakhs and Rs.
1,459.32 lakhs for the current quarter and year ended
31 March, 2024 respectively and Rs. 3,559.44 lakhs
for the period upto 31 March, 2023, though accrued on
these loans has not been accounted / provided for by the
Parent Company in these consolidated financial results.

Board’s reply:

The Company is in the talks / discussion with banks for
restructuring / one time settlement. In the earlier year
also, OTS''s proposal for settlement of its loans had been
accepted / approved by banks. Hence, the Company has
decided not to provide Interest amounting Rs. 5,018.76
lakhs in their books of accounts considering ongoing
discussions for settlement with other banks is also in the
advance stage.

Secretarial Auditor:

Pursuant to provisions of Section 204 of the Act read with
Rule 9 of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 and amendments
thereto, the Board of Directors of the Company have
appointed Mr. Mohsin Khan, proprietor of M/s MSK and
Associates, Practicing Company Secretaries (M. No:
39046 and COP: 14571) to conduct the Secretarial Audit
for the financial year 2023-24.

The Secretarial Audit Report (Form MR-3) for the financial
year ended March 31,2024, is annexed as Annexure-E
forming an integral part of this Report.

The qualifications/ adverse remarks/ observations/
suggestions/ disclosure and other matters of emphasis
made by M/s. MSK and Associates, in their Secretarial
Compliance Report dated 12th August, 2024, on the
Secretarial and other related records of the company, for
the FY 2023-24 are mentioned below :-

1. The date of entry of the Minutes in the Minutes Book
has been entered by hand as against the other
context being type-written.

Board’s Reply:

As per board, there is no provision in the Companies
Act, 2013 or the Secretarial Standards or any other
applicable law(s) that restricts the date of entry from
being entered by hand. As per management there
has been no non-compliance with respect to any
provision of law.

2. As regards the Resolutions passed by the Company
through Circulation in terms of Section 175 of the
Companies Act, 2013, no brief background of the
Resolutions therein has been given in the Minutes

Board’s Reply:

Sr. No.	Form	Purpose of filing the Form	SRN of the Form	Date of event	Due-date of filing the form	Actual-date of Filing
1	DIR-12	Appointment of Mr. Rajesh Sharma as CFO	AA2889602	08/02/2023	10/03/2023	15/06/2023
2	DIR-12	Resignation of Ms. Neeti Kakkar from the post of CFO	AA2248959	14/01/2023	13/02/2023	05/05/2023
3	DIR-12	Resignation of Mr. Himanshu Purwar from the post of Director	AA2639888	20/03/2023	19/04/2023	31/05/2023

while, the same is a mandatory requirement as per
applicable ‘Secretarial Standards-1''

Board’s Reply:

As per Secretarial Standards-1, apart from the
Resolution or the decision, Minutes shall mention
the brief background of all proposals and summarise
the deliberations thereof. However, in the case of
resolutions passed by circulation, such resolutions
are merely taken note of by the Board and no proposal
or deliberations had took place at the meetings.
Moreover, as per secretarial standards only the text
of the Resolution(s) passed by circulation since the
last Meeting, including dissent or abstention, if any
is required to be recorded in the minutes. Though,
as a better corporate governance, the Company will
give the brief background of the resolutions for the
circular resolution also.

3. In the Minutes of the Board Meeting dated
26.05.2023 the heading of ‘Item No. 09'' categorically
states for taking note of disclosures and declarations
received from the Directors in form MBP-1 and
DIR-8. However, on a perusal of the context of the
Resolution passed therein, no mention of Form DIR-8
to have been taken on record was found. On seeking
a clarification from the Company as regards this
ambiguity, the copies of the Certificates/ Declarations
in Form DIR-8 under Section 164 were produced by
the Company for inspection, and it was informed that
the said disclosure was taken on record through the
subsequent item No. 10. The mentioning of Form
DIR-8 in the heading of Item No. 09 was erroneously
mentioned, which in no manner jeopardizes with the
context of the resolution so passed.

Board’s Reply: The comment is self-explanatory.

4. The ‘Certified True Copy'' of the Resolutions filed in
Form MGT-14 as regards ‘Adoption of new set of MOA
and AOA'' and for ‘Regularization of Mr. Kanwar Nitin
Singh as an ‘Independent Director'' during the Annual
General Meeting held on 15.09.2023 does not state
the nature of the Resolutions, viz., Ordinary/ Special

The nature of resolution has been selected as
Special Resolution in the Form MGT-14 filed
for both resolutions as mentioned in above-
mentioned comment. The nature of resolution
has also been mentioned in the Minutes. However,
due to oversight, the extract may not contain the
nature though it was already correctly selected it
in the form.

5. As Per Regulation 17(1) of SEBI (LODR) Regulation,
2015, the Board of Directors have an optimum
combination of Executive and Non-Executive
Directors with at least one-Woman Director and not
less than fifty per cent of the Board of Directors shall
comprise of Non-Executive Directors. As regards the
terminology used in the corresponding regulation, it
has been enunciated that the Board shall comprise
an optimum combination of Executive & Non¬
Executive Directors. On the perusal made by me
in this Audit, it has been noticed that there is only
One Executive Director on the Board against four
(4) Non-Executive Directors during the Audit period.
Though the Company has a duly constituted Board
in compliance with the provisions of the Companies
Act, 2013 read with the SEBI (LODR), 2015, yet it
is suggested to the Company for the sake of better
Corporate Governance to have more than one
Executive Directors on the Board.

Board’s Reply:

In the Board’s view, the Company has duly
complied the provisions with regard to the
constitution of the Board of Directors of the
Company as laid down under the provisions
of the Companies Act, 2013 and SEBI (LODR)
Regulations, 2015. Further, it takes note of the
recommendation of the Auditor and ensures to
review it in the near future.

6. As regards the Forms/ Returns to be filed by the
Company with the Registrar of Companies under the
Companies Act, 2013 and the rules framed thereunder
in the period under review following forms have been
filed with a delay as stated in the below table:

Board’s Reply:

The said delay has occurred on account of
the technical issues prevailed with the MCA
V3 version. The Company on its part had
raised complaints citing the issue faced while
preparation of the relevant form. Accordingly, the
delay in form filing has occasioned on account
of technical glitch faced by all the users at the V3
portal. The Management will ensure form filing
within due timelines in future.

7. The forms filed by the Company, being a Non¬
Banking Financial Company, with the Reserve Bank
of India Act, 1934 have been filed with a delay. It
is suggested to the Company to file such Forms/
Returns within the due dates as prescribed under
the provisions of the Reserve Bank of India Act, 1934
and rules framed thereunder

Board’s Reply:

The delay in filing of mentioned returns have
occasioned due to technical glitches experienced
by the Management at the relevant portal. Further,
additional delay has occurred on account of non¬
availability of the concerned personnel vested
with the responsibility of form filing.

The Management will ensure the filing of returns
well within stipulated time frame.

8. The Company has not been filing its Provident Fund
(PF) Returns since, June, 2023, further, on account
of the information received by the Company, no
notice has been received in this matter so far.

Board’s Reply:

Due to current business environment and business
challenges, the company is unable to satisfy these
statutory compliances.

9. Further, GSTR-1 for the month of March, 2024 and
GSTR-3B for the month of February & March, 2024
have not been filed for which various notice(s) under
Section 46 of the Goods & Services Act, 2017 for
non-filing of Return have been received.

Board’s Reply:

Due to current business environment and business
challenges, the company is unable to satisfy these
statutory compliances.

10. It is pertinent to mention here that the Company has
made a non-compliance of ‘Regulation 33'' of the
SEBI LODR, 2015 wherein, there is a delay of 22
days in the submission of financial results for the
Financial Year 2023-24 for which an amount of Rs.
1,29,800/- (inclusive of tax) has been imposed by
the ‘Bombay Stock Exchange'' & the same has duly
been paid by the Company. Though, the due date

for the aforesaid non-compliance falls beyond the
current Secretarial Audit Period, yet, the same has
been reported herein, as the event for imposition/
payment of fine supra has occurred during the period
beginning from the closure of Financial Year till the
date of signing of this instant Report.

Board’s Reply:

The Board Meeting for approval of the Audited
Financial Results, Auditors Report, along with
other agendas was duly scheduled on 29th
May, 2024. However, on that day, the CFO of the
Company had a medical emergency in his family,
due to which he was not available for the Board
Meeting, where his presence was required for
discussion of the aforementioned agendas.

Therefore, the concerned agendas regarding
approval of Financial Results, Statement of Assets &
Liabilities and Statement of Cash Flow (Standalone
and Consolidated) for the year ended on March 31,
2024, Annual Accounts of subsidiary company viz.
Amulet Technologies Ltd, and other related matters
could not be taken up and were deferred to be
discussed at the next meeting on account of Non¬
availability of Chief Financial Officer of the Company,
to discuss the Financial Results.

In view of the aforementioned submission(s), we
wish to state that the delay in consideration and
submission of financial statements for the financial
year ended on 31st March, 2024 occasioned on
account of unforeseen circumstances which was
beyond the control of the Management of the
Company.

Pursuant to regulation 24A(2) of SEBI Listing
Regulations, a report on secretarial compliance for
FY 2023-2024 has been issued by M/s Arpit Garg
& Associates and the same was submitted with the
stock exchanges within the given timeframe. The
report is available on the website of the Company and
can be assessed at https://www.inteccapital.com/
wp-content/uploads/2024/05/Annual-Secretarial-
Compliance-Report-2023-24.pdf.

There are no observations, reservations or
qualifications or adverse remark in report on
secretarial compliance pursuant to Regulation 24A
(2) of SEBI Listing Regulations.

Related Party Transactions:

All contracts/arrangement/transactions entered by the
Company during FY 2023-24 with related parties were
in compliance with the applicable provisions of the
Companies Act and SEBI Listing Regulations. Prior
omnibus approval of the Audit Committee is obtained for
all related party transactions which are foreseen and of

repetitive nature. Pursuant to the said omnibus approval,
details of transaction entered into are also reviewed by
the Audit Committee and Board on a quarterly basis.

All related party transactions entered during FY 2023¬
24 were on an arm''s length basis and were not material
under the SEBI Listing Regulations except for the
remuneration of Mr. Sanjeev Goel, Managing Director
of the Company for which the Company has already
obtained the approval of shareholders in the 27th Annual
General Meeting held on 15th September, 2021 for three
(3) Financial Years i.e. for Financial Year 2022-2023,

2023- 2024, 2024-25 and availing of credit facility from
Modern Credit Private Limited for the financial year

2024- 2025, the approval of which was accorded by
way of Postal Ballot on November 17, 2023, as per the
provisions of the applicable provisions of the Companies
Act, 2013 and SeBi Listing Regulations.

Particulars of the Contracts or Arrangements with related
parties referred to in Section 188(1) in the format specified
as Form AOC-2 forms part of this Report as Annexure-F.
Further details of related party transactions are provided

Corporate Social Responsibility (‘CSR’):

In accordance with Section 135 of the Act, your Company
has a Corporate Social Responsibility (“CSR”) Committee.
The CSR Committee has formulated and recommended
to the Board, a Corporate Social Responsibility Policy
(“CSR Policy”) indicating the activities to be undertaken
by the Company, in due compliance of the provisions of
the Companies Act, 2013, which has been approved by
the Board.

The CSR Committee comprises of three directors viz.,
Mr. Sanjeev Goel, Mr. Surender Kumar Goel and Ms.
Shalini Rahul.

Mr. Sanjeev Goel is a permanent Chairman of the
Committee.

The Company did not fulfill the eligibility criteria provided
under the provisions of Section 135(1) of the Companies
Act, 2013 as on 31st March, 2023, and therefore, the
Company was not required to incur any CSR expenditure
during the Financial Year 2023-24.

The CSR Policy is available on the Company''s

S. No.	Name of the Firm/ Company (“The Borrower”)	Name of the Company and interested Director (“The Lender”)	Nature of Transaction	Outstanding amount of loans/advances/ Investments at the year end	The maximum amount of loans/ advances/Investments outstanding during the year
1.	Amulet Technologies Limited	Mr. Sanjeev Goel, Managing Director of Intec Capital Limited	Loan Transactions	1,28,82,170.44	1,35,51,196.50
2.	Pantec Devices Private Limited	Mr. Sanjeev Goel, Managing Director of Intec Capital Limited	Interest on Loan Transactions	52,46,707.30	52,46,707.30
3.	Modern Credit Private Limited	Mr. Sanjeev Goel, Managing Director of Intec Capital Limited	Loan Transactions	1,98,38,841.65	1,98,38,841.65

in Notes to Financial Statements.

Further, as per Schedule V of SEBI Listing Regulations,
The details of loans and advances by listed entity and
its subsidiaries to loans to firms/ companies in which the
Directors of Company are interested as follows:

The policy on materiality of related party transactions and
on dealing with related party transactions was amended
in line with SEBI (Listing Obligations and Disclosure
Requirements) (Sixth Amendment) Regulations, 2021.

The policy is available on the website of the
Company at https://www.inteccapital.com/wp-content/
uploads/2022/06/Related_Party_Transaction_Policy_
updated.pdf and also forms a part of the Corporate
Governance Report.

website at https://www.inteccapital.com/wp-content/
uploads/2021/09/CSR-Policy-1.pdf.

The Annual Report on CSR activities as required under
Section 135 of the Companies Act, 2013, read with Rule
8(1) of the Companies (Corporate Social Responsibility
Policy) Rules, 2014, is annexed as Annexure-G forming
an integral part of this Report.

Further, details on the CSR Committee are provided in
the Corporate Governance Report, which forms part of
this Annual Report.

COMMITTEES OF THE BOARD:

The Board has constituted Committees with specific
terms of reference to focus effectively on specific issues

and ensure expedient resolution of diverse matters.
These include the Audit Committee; Asset Liability Cum
Risk Management Committee; Stakeholders/ Investors''
Grievances Cum Share Transfer Cum Stakeholder
Relationship Committee; Nomination and Remuneration
Committee; Corporate Social Responsibility Committee.

The Company Secretary is the Secretary of all the
aforementioned Committees.

The Board of Directors and the Committees also take
decisions by Resolutions passed through Circulation
which are noted by the Board / respective Committees
of the Board at their next meetings. The Minutes of
meetings of all Committees of the Board are circulated to
the Board of Directors for noting.

Familiarization Policy and Programme for Independent
Directors:

The Company has in place a familiarization Programme
for its Independent Directors which shall be given to
new Independent Directors upon joining and to existing
Independent Directors on “need basis”. The objective of
the familiarization Programme is to provide training to new
Independent Directors at the time of their joining so as to
enable them to understand the Company - its operations,
business, industry and environment in which it functions
and the regulatory environment applicable to it.

The familiarization program and other disclosures as
specified under the Listing Regulations is available on the
Company''s website at https://www.inteccapital.com/wp-
content/uploads/2023/02/Familiarization-Programme-
For-Independent-Directors.pdf.

Unclaimed Dividend Transfer to Investor Education
& Protection Fund (IEPF)

Pursuant to section 124(6) of the Act and the Investor
Education and Protection Fund Authority (Accounting,
Audit, Transfer and Refund) Rules, 2016, as amended
(the ‘IEPF Rules''), all shares in respect of which dividend
has not been paid or claimed for seven consecutive
years or more shall be transferred to Demat Account of
the IEPF Authority by the Company within a period of
thirty days of expiry of said seven years.

The Company also publishes a notice in newspapers
intimating the members regarding the said transfer.
These details are also available on the Company''s
website at https://www.inteccapital.com/wp-content/
uploads/2023/10/Newspaper-IntimationJEPF.pdf.

In addition, Company has taken various steps to
reach out to shareholders whose shares are due to be
transferred to IEPF on account of not claiming dividend
for a consecutive period of seven years.

During FY 2023-2024, the Company transferred 293190
equity shares of face value of Rs. 10 in respect of 77

shareholders to Demat Account of the IEPF Authority
held with CDSL. Members can claim such shares and
unclaimed dividends transferred to the Fund by following
the procedure prescribed under the IEPF Rules.

Other Statutory Disclosures:

1. The financial statements of the Company and its
subsidiary are placed on the Company''s website at
https://inteccapital.com/.

2. Details required under the provisions of section
197(12) of the Act read with rule 5(1) of the
Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, as amended,
containing, inter alia, the ratio of remuneration of
directors to median remuneration of employees,
percentage increase in the median remuneration,
are annexed to this Report.

3. Details of top ten employees in terms of the
remuneration and employees in receipt of
remuneration as prescribed under rule 5(2) of the
Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, as amended,
containing details prescribed under rule 5(3) of the
said rules, which form part of the Directors'' Report,
will be made available to any member on request, as
per provisions of section 136(1) of the Act.

4. The Company being an NBFC, the provisions relating
to Chapter V of the Act, i.e., acceptance of deposit,
are not applicable.

5. The auditors, i.e., statutory auditors and secretarial
auditors have not reported any matter under section
143(12) of the Act, and therefore, no details are
required to be disclosed under section 134(3)(ca) of
the Act.

6. The provision of section 148 of the Act relating to
maintenance of cost records and cost audit are not
applicable to the Company.

7. The Company has a policy on prevention of sexual
harassment at the workplace. The Company
has complied with the provisions relating to the
constitution of Internal Complaints Committee
under Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013.
The number of complaints received, disposed off
and pending during FY 2023-2024 is given in the
Corporate Governance Report.

8. There is no change in the nature of business of the
Company during FY 2023-2024.

9. The securities of the Company were not suspended
from trading during the year on account of corporate
actions or otherwise.

10. The Managing Director, as per the terms of his
appointment, does not draw any commission or
remuneration from the subsidiary company. Hence,
no disclosure as required under section 197(14) of
the Act has been made.

11. Neither any application was made, nor any
proceeding is pending under the Insolvency and
Bankruptcy Code, 2016 against the Company.

12. THE DETAILS OF DIFFERENCE BETWEEN
AMOUNT OF THE VALUATION DONE AT THE
TIME OF ONE TIME SETTLEMENT AND THE
VALUATION DONE WHILE TAKING LOAN FROM
THE BANKS OR FINANCIAL INSTITUTIONS
ALONG WITH THE REASONS THEREOF:

The Company has not availed any loan during the
financial year under review, hence, the disclosure is
not applicable and not furnished herein.

Acknowledgement

The Board of Directors places its gratitude and
appreciation for the support and cooperation from its
members, the RBI and other regulators, banks, financial
institutions. The Board of Directors also places on record
its sincere appreciation for the commitment and hard
work put in by the Management and the employees of
the Company and its subsidiary and thank them for yet
another excellent year of performance.

On behalf of the Board of Directors of
INTEC CAPITAL LIMITED

(Sanjeev Goel) (Shalini Rahul)

Managing Director Director

DIN:00028702 DIN: 09357650

Place: New Delhi
Date: 14.08.2024

---

Mar 31, 2018

To

The Members,

The Directors have pleasure in presenting their report on business and operations of the Company together with 24th Annual Audited Accounts for the financial year ended 31st March, 2018.

1) Financial Highlights

For the financial year ended 31st March, 2018

(Rs. in Lakhs)

	Standalone		Consolidated
	2018	2017	2018	2017
Profit/(Loss) before Tax	(3,368.59)	137.83	(3,383.26)	136.26
Less : Provision for Taxation
Current Tax	-	194.48	-	194.48
Deffered Tax	(340.19)	108.00)	(340.19)	(108.00)
Current Tax for earlier years	-	15.05	-	15.05
Profit/(Loss) after Tax	(3,028.40)	36.30	(3,043.07)	34.73
Add : Balance brought forward from last year Add : Asset restated which was written-off earlier	4,738.56	4,764.85	4,313.90 312.99	4,341.39
Surplus available for appropriation	1,710.16	4,801.15	1,583.82	4,376.12
Less : Appropriations
Proposed Equity Dividend	-	45.97	-	45.92
Tax on Proposed Dividend	-	9.36	-	9.35
Transfer to Reserve Fund u/s 45IC of RBI Act, 1934	-	7.26	-	6.95
Surplus carried to Balance Sheet	1,710.16	4,738.56	1,583.82	4,313.90

The Financial Results of the company are elaborated in the Management Discussion Analysis Report (MDAR) section in this Annual Report.

2) Operations

Detailed information on the operations of the Company and details on the state of affairs of the Company are covered in the Management Discussion and Analysis Report.

3) Dividend

The company continues to evaluate and manage its dividend policy to build long term shareholder value.

Due to paucity of funds, your Directors does not recommend dividend during this year.

4) Unclaimed Dividend Transfer to Investor Education & Protection Fund (IEPF)

The Company sends letters to all shareholders whose dividends are unclaimed so as to ensure that they receive their rightful dues. Efforts are also made in co-ordination with the Registrar to locate the shareholders who have not claimed their dues.

Pursuant to Section 205C of the Companies Act, 1956 read with the Investor Education and Protection Fund (Awareness and Protection of Investors) Rules, 2001, during the year under review.

Information related to unclaimed / unpaid dividend of Financial Year 2010-11
1	Unclaimed / unpaid dividend for FY 2009-10	Rs 95,892.50
2	Cumulative unclaimed / unpaid dividend amount up to FY 200910 lying in the credit of IEPF as at 31st March 2018	Rs 7,48,315.50
3	Unclaimed / unpaid dividend amount for the FY 2010-11 as on 31st March, 2018 is due for transfer to IEPF on 18th November, 2018. Note:- Those members who have not yet claimed / encased are requested to claim the same at the earliest before transfer to IEPF.	Rs 156,676.00

Pursuant to the provisions of Investor Education and Protection Fund (Uploading of information regarding unpaid and unclaimed amounts lying with companies) Rules, 2012, the Company has uploaded the details of unpaid and unclaimed amounts lying with the Company as on Saturday 27^th September 2017 (date of last Annual General Meeting) on the Company’s website (www.intecapital.com) and on the website of the Ministry of Corporate Affairs.

Information related to unclaimed / unpaid dividend of Financial Year 2010-11
1	Date of Declaration of dividend by shareholders in the Annual General Meeting	14/09/11
2	Dispatch of dividend shall be done within 30 days from date of declaration of dividend by Shareholders	14/10/11
3	Amount of dividend to be Transferred in separate account “Unpaid dividend / unclaimed dividend Account” within 7 Years of the expiry of the said 30 days of dispatch as per Section 124(1) of Companies Act, 2013.	19/11/18
4	As per Section 124(5) of the Companies Act, 2013, the period of 7 years counted from date of transfer of “Unpaid dividend / unclaimed dividend Account” in separate account	19/10/18
5	As per section 124(6) of Companies Act, 2013 the unpaid dividend account shall be transferred within 30 days from the expiry of 7 years of dividend transfer in separate account “Unpaid dividend / unclaimed dividend Account”	18/11/18

5) Equity Share Capital

The paid-up Equity Share Capital of the Company as on 31 March 2018 is Rs. 18.36 crore.

There was no public issue, rights issue, bonus issue or preferential issue etc. during the year. The Company has not issued shares with differential voting rights, sweat equity shares nor has it granted any stock options.

6) Non-Convertible Debentures (NCD)

The Company had issued Listed Fully Secured Redeemable Non-Convertible Debentures amounting Rs. 50 Crore on private placement basis with tenor of 48 months pursuant to section 42 of and applicable provisions of the Companies Act, 2013 read with Companies (Prospectus and Allotment of Securities) Rules, 2014 which helped in Asset Liability Management and strengthened the long term resource base of the Company.

The Debentures issued on private placement basis are listed on BSE. The Company has been regular in servicing all of its debt obligations. The debenture holders can also send in their queries/complaints at the designated email address: complianceofficer@ inteccapital.com

During the year company, the NCD gets redeemed on 4^th December 2017 and all the repayments are made to debenture holders. The debenture which was listed in the BSE gets delisted.

NCD Redemption Information
Headings	Information Furnished
Nature of instrument	Fully Secured Redeemable NonConvertible Debentures (NCD)
Debenture holders	Nederlandse Financlerings-Maatschappij voor On twikkelingslanden (“Debenture holders”).
Debenture Trustee	CATALYST TRUSTEESHIP LIMITED (Erstwhile GDA Trusteeship Limited) Plot No 85, Street, Bhusari Colony, Paud Road, Pune - 411038.
Registrar and Transfer Agents for Fully Secured redeemable Non-convertible Debentures on Private Placement Basis	BIG SHARE SERVICES PVT. LTD. 306, Right Wing, 3rd Floor, Amrutha Ville, Opp. Yashoda Hospital, Raj Bhavan Rd, Somajiguda, Hyderabad, Telangana 500082
Compliance Officer	Mr. Puneet Sehgal complianceofficer@inteccapital.
	com
Address of BSE	Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai - 400 001 www.bseindia.com
Scrip Code	951360
ISIN no. as on 31st March, 2017	INE017E07023

New ISIN no. issued pursuant to revision in terms of NCD on 05th July, 2017	INE017E07031
Date of Redemption of NCD	4th December 2017
Confirmation received from BSE regarding the delisting of the NCD	04th January, 2018
Effective date of Delisting of NCD as per BSE Confirmation and Records	08th January, 2018

7) Registration with RBI as Non-Deposit Taking NBFC Company and its Disclosures

Your Company is NBFC Company and is registered with Reserve Bank of India on 4^th May 1998 as a Non-Banking Financial Institution (Non-Deposit taking). Your company had attained the status of Asset Finance Company and got NBFC-AFC status on 7^th April 2014.

In terms of provisions of Non-Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2015, your Company is categorized as a ‘Systemically Important Non-Deposit taking Non-Banking Financial Company i.e. NBFC-NDSI-AFC’.

The disclosures as prescribed by Non-Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2015 and other NBFC Directions have been made in this Annual Report.

8) Non Acceptance of Public Deposits

Your Company is Non- Deposit taking NBFC and has not accepted public deposits during the year under review in terms of chapter-V of the Companies Act, 2013 and hence there defaults in repayments of amount of principle or interest as on date of Balance Sheet is not applicable.

9) Credit Rating

During the year under review, the credit ratings / revision in Credit Ratings were done by CARE Ratings, India’s 2nd Largest Rating Agency incorporated in India as “Credit Analysis & Research Limited”.

The ratings done by CARE during Financial Year ended 31^st March 2018 done during financial 2017-2018 for Facilities is as follows.

CARE Ratings
Facilities	Amount (Rs. In Crore)	Ratings	Remarks
Long-term Bank Facilities	309.15 Crores (reduced from 603.81 Crores) (Rupees Three Hundred Nine Crores and Fifteen Lakhs only)	CARE BB, Stable [Double B Stable]	Revised from CARE BBB-[Triple B Minus]
Non-Convertible Debentures	Rs. 4.01 Crore (reduced from 30 Crores)( Rupees Four Crores and One Lakh only)	CARE BB, Stable [Double B Stable]	Revised from CARE BBB-[Triple B Minus]

10) Transfer to Reserves

As per Section 45-IC of the Reserve Bank of India Act, 1934 (‘RBI Act’), every NBFC is required to transfer a sum not less than twenty percent of its net profit for the year to the ‘Statutory Reserve as per Section 45-IC of RBI Act’. As during the year there is no profit, there is no transfer to the said reserve, (previous year Rs. 7.26 lakhs being 20% of the net profit was transferred to the said reserve).

11) Capital Adequacy Ratio

The Company’s total Capital Adequacy Ratio (CAR) as on 31st March, 2018 stood at 37.64% as compared to 31.55% for the previous year as a percentage of the aggregate risk weighted assets on balance sheet and risk adjusted value of the off-balance sheet items, which is well above the regulatory minimum of 15%.

12) Depository System

As the members are aware, the Company’s shares are compulsorily tradable in electronic form.

As on March 31, 2018, the Company’s total paid-up Capital representing number of shares is in dematerialized form and in physical form is mentioned below.

1	Category	Number of equity shares	%age of the Company’s total paid-up share Capital
1	Demat	18219414	99.20
2	Physical	146836	0.80
3	Total	18366250	100.00

In view of the numerous advantages offered by the Depository system, members holding shares in physical mode are advised to avail of the facility of dematerialization from either of the Depositories.

13) Management Discussion Analysis Report (MSAR)

The Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34(2)(f) & (3) and other applicable regulation read with Schedule - V of SEBI Listing Obligations and Disclosure Requirements Regulations, 2015 (SEBI LODR, 2015) is presented in a separate section and annexed at Annexure - 1 to this report and forms part of the Annual Report.

14) Corporate Governance Report and its Compliance Certificate

The Company is committed to maintain the highest standards of corporate governance and adhere to the Corporate Governance requirements set out by SEBI. The report on Corporate Governance as stipulated under para C , D and E of Schedule V read with regulation 15(1), (2)(a) and other applicable regulation of SEBI LODR, 2015 forms an integral part of this Report.

The Report on Corporate Governance as stipulated is annexed at Annexure - 2 to this report and forms integral part of the Annual Report.

The requisite Certificate from the practicing Company Secretary of the Company confirming compliance with the condition of Corporate Governance as provided under para E of Schedule V read with regulation 15(1), (2)(a) and other applicable regulation of SEBI LODR, 2015 is annexed at Annexure - 3 to this report and forms integral part of the Annual Report.

All Board members and Senior Management personnel have affirmed compliance with the Code of Conduct for the year 2017-18. A declaration to this effect signed by the Managing Director of the Company in terms of para d of Schedule V read with regulation 15(1), (2)(a) and other applicable regulation of SEBI LODR, 2015 is annexed at Annexure - 4 to this Report and forms integral part of this Annual Report.

The Certificate by Managing Director on financial statements as stipulated under applicable Regulation of SEBI LODR, 2015 is annexed at Annexure - 5 to this report and forms integral part of the Annual Report.

15) Subsidiary Company and its Performance

We have one 100% Wholly Owned Subsidiary i.e. Amulet Technologies Limited which was incorporated as private limited company on 30th April 2011. It converted in public limited company on 27th March 2012.

The Primary objective of company is to offer consultancy, advisory & all related services in all areas of information technology including computer hardware & software, data communication, telecommunications, manufacturing & process control & automation, artificial intelligence, natural language processing.

Pursuant to Section 129(3) of the Companies Act, 2013 and Accounting Standard- 21 issued by the Institute of Chartered Accountants of India, Consolidated Financial Statements presented by the Company include the Financial Statements of its Subsidiaries.

Further, Pursuant to Section 129(3) of the Companies Act, 2013, a separate statement containing the salient features of the financial statements of subsidiary Company in the prescribed form AOC-1 has been annexed at Annexure - 6 to this report and forms integral part of the Annual Report.

In terms of provisions of 4th proviso of Section 136 of the Companies Act, 2013, the Company shall place separate Audited Accounts of the Subsidiary Companies on its website at www.inteccapital.com.

The Company will make available physical copies of these documents upon request by any shareholder of the Company/ subsidiary interested in obtaining the same.

These documents shall also be available for inspection at the registered office of the Company during business hours up to the date of ensuing AGM.

16) Performance and Financial Position of Subsidiary Company Included in Consolidated Financial Statement

The detailed report on performance and financial position of subsidiary company is discussed in Management Discussion Analysis Report and also included in the consolidated Financial Statements, pursuant to Section 134 of the Companies Act, 2013 and Rule 8(1) of the Companies (Accounts) Rules, 2014

17) Abridged Financial Statements

In accordance with the SEBI LODR, 2015 and Section 136 of the Companies Act, 2013 read with Rule 10 of the Companies (Accounts) Rules, 2014 of the said Act, the Abridged Annual Report containing salient features of the Financial Statements, including Consolidated Financial Statements, for the financial year 2017-18, along with statement containing salient features of the Directors’ Report (including Management Discussion & Analysis and Corporate Governance Report) is being sent to all shareholders who have not registered their email address(es) for the purpose of receiving documents/ communication from the Company in electronic mode.

Full version of the Annual Report 2017-18 containing complete Balance Sheet, Statement of Profit & Loss, other statements and notes thereto, including Consolidated Financial Statements, prepared as per the requirements of Schedule III to the Companies Act, 2013, Director’s Report (including Management Discussion and Analysis, Corporate Governance Report and Business Responsibility Report) are being sent via email to all shareholders who have provided their email address(es).

Full version of Annual Report 2017-18 is also available for inspection at the registered office of the Company during working hours upto the date of ensuing Annual General Meeting (AGM). It is also available at the Company’s website at www. inteccapital.com.

A Cash Flow Statement for the year 2017-18 is attached to the Balance Sheet.

18) Consolidated Financial Statements

Your directors also present the audited consolidated financial statements incorporating the duly audited financial statements of the subsidiaries for the Financial Year ended 31^st March 2018 and as prepared in compliance with the Companies Act, 2013, Accounting Standards, SEBI LODR, 2015 and other applicable laws as prescribed.

A separate statement containing the salient features of its subsidiary as per prescribed Form No. AOC- 1 is annexed at Annexure No. 6 separately.

19) Material Changes and Commitments

There have been no material changes and commitments, affecting the financial position of the Company, which have occurred between the end of the financial year of the Company and the date of this Annual Report.

20) Significant and Material Orders Passed By the Regulators or Courts

During the year under review, there were no significant and material orders passed by the regulators or courts or tribunals, which may impact the going concern status of the Company and its operations in future.

21) Extract of Annual Return as Per Section 92 (3) of the Companies Act, 2013 in the Prescribed Format VIZ. MGT-9

The extract of Annual Return as on March 31, 2018 in the prescribed Form No. MGT-9, pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12 (1) of the Companies (Management and Administration) Rules, 2014 is annexed at Annexure No. 7 and forms integral part of this Report.

22) Corporate Social Responsibility (CSR) Policy and its Report

The Company has in place a CSR Policy in line with Schedule VII of the Companies Act, 2013.

As per the policy, the CSR activities are not just focused around the offices of the Company, but also improves a healthy & prosperous environment and to improve the quality of life for the next generation.

Company undertakes to combat illiteracy for the children of vulnerable sections of society and work towards the goal to make them self-reliant. We are investing through variety of effective programs by not only providing them elementary education but have also undertaken sponsorship for higher education for girl child. In addition to this company has provided infrastructure for education by providing school bags & other facilities. Company focusses on various career counselling sessions, vocational courses, remedial education classes, sports activities to strengthen skill set of children.

These activities are broadly in accordance with the Schedule VII of the Companies Act, 2013.

The Board of Directors and the CSR Committee review and monitor from time to time all the CSR activities being undertaken by the Company.

The Annual Report on Corporate Social Responsibility (CSR) and on CSR Activities Pursuant to clause (o) of sub-section (3) of section 134 of the Act and Rule 9 of the Companies (Corporate Social Responsibility) Rules, 2014 is annexed at Annexure - 8 to this report which forms integral part of Annual Report

The contents of the CSR Policy as well as the CSR activities undertaken by the Company are available on the Company website.

23) Reasons for not Incurring 2% CSR Expenditure

On the recommendation of the CSR Committee, the Board considers and record the reasons for incurring less CSR Expenditure during financial year 2017-18 as the company had incurred CSR expenditure to the extent of Rs. 2.50 Lacs as against required 2% of Net adjusted profit of preceding last three years amounting Rs. 14.88 Lacs computed in terms of section 198 of the Companies Act, 2013.

- Due to slowdown in economy and increase in NPAs, the company is having declining cash flows, revenue and profits. Accordingly, it is not practicable to spend the 2% of average profit of last 3 financial years. However, the budgeted amount can be increased with the consent of CSR Committee, if cash flows and portfolio quality of the Company improves in coming months.

- However, the company has made lot of efforts in identifying the NGO’s and implementing agencies for which considerable amount of time was invested by the Company and which allowed opportunity to the company to spend Rs. 2.50 Lacs but falls short of statutory limit of 2% amounting Rs. 14.88 Lacs.

24) Related Party Transactions

The Company has in place a Related Party Transactions Policy (RPT Policy) in line with section 188 and other applicable section of the Companies Act, 2013 read with SEBI LODR, 2015. The Policy on RPTs as approved by Board is also uploaded on the Company’s website www.inteccapital.com

During the financial year under review, in terms of section 134(3) (h) read with sub-section (1) of section 188 read with third proviso of section 188(1) of the Companies Act, 2013 and read with applicable Regulation of SEBI LODR, 2015, your Company has not entered into any material transaction under SEBI Listing Obligations and Disclosure Requirements Regulations, 2015 with any of its related parties which may have potential conflict with the interest of the Company at large.

Besides, during the year under review, all related party transactions done by the Company were in ordinary course of business and at arm’s length and were placed in the meetings of Audit Committee for its omnibus approval and subsequently placed before the board for its review and noting pursuant to section 177 of the Companies Act, 2013 read with SEBI LODR, 2015 and read with Company’s RPT policy.

Your Directors draw attention of the members to Note No. 27.3 to the financial statement which sets out related party transactions.

The disclosures pursuant to section 13(4)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014) in prescribed form AOC-2 is annexed at Annexure - 9 to this report.

25) Board Meeting Held and Attended During the Year by Directors

During the year under review, Five (5) Meetings of the Board of Directors were held and attended by directors as per below mentioned information.

Sl.	Name	Resident	Designation	Meetings held	Meetings attended
1	Mr. Sanjeev Goel (DIN - 00028702)	Indian	Managing Director	5	5
2	Mr. S. K. Goel (DIN - 00963735)	Indian	Non-executive Independent Director	5	5
3	Mr. Rakesh Kumar Joshi (DIN -02410620)	Indian	Non-executive Independent Director	5	4
4	Mr. Praveen Sethia (DIN -02310777) (See Note-1)	Indian	Non-executive Independent Director	4	3
5	Mrs. Ritika Goel (DIN 00053387) (See Note-2)	Indian	Non-executive Non Independent Woman Director	3	0
6	Mrs. Kumud Gupta (DIN 00294724) (See Note-3)	Indian	Non-executive Independent Woman Director	2	1
7	Mr. Vishal Kumar Gupta (DIN -02368313) (See Note-4)	Indian	Non-executive Nominee Director	1	0

Note-1:- Mr. Praveen Sethia has resigned as Nonexecutive Independent Director and has tendered his resignation with effect 30^th January 2018 which was taken note by Directors in the Board Meeting held on 09^th February, 2018.

Note-2:- Mrs. Ritika Goel has resigned as Nonexecutive Non Independent Woman Director and has tendered his resignation with effect 08^th November, 2017 which was noted by Directors in the Board Meeting held on 10^th November, 2017.

Note-3:- Mrs. Kumud Gupta was appointed as Nonexecutive Independent Woman Director with effect 10^th November 2017 in the Board in the Meeting held on 10^th November 2017.

Note-4:- Mr. Vishal Kumar Gupta has resigned as Non-executive, Nominee Directors and has tendered his resignation with effect 8^th August 2017 which was taken note by Directors in the Board Meeting held on 11^th August 2017.

The detailed note on the Board meetings held and attended during the year is separately mentioned in “Corporate Governance Report section” in this Annual Report.

26) Key Managerial Personnel

The Key Managerial Personnel (KMP) in the Company as per Section 2(51) and 203 of the Companies Act, 2013 are as follows:

Mr. Sanjeev Goel	Managing Director
Mr. Puneet Sehgal	Company Secretary
Mr. Puhup Srivastav (Note:	Chief Financial
Appointed and re-designated	Officer (CFO)
Chief Financial Officer w.e.f.
11th August 2017
Mr. Sudhindra Sharma (Note:
Had resigned as Chief Financial
Officer w.e.f. 20th April 2017)

27) Committees Of The Board

During the year under review, the company has following below mentioned Committees of Board (COB).

- Audit Committee

- Risk Management Committee

- Nomination and Remuneration Committee

- Corporate Social Responsibility Committee

- Asset Liability Management Committee (ALCO)

- Treasury Committee

- Shareholders/Investors’ Grievance Committee cum Share Transfer Committee cum Stakeholders Relationship Committee

- Operations Review Committee (ORC) (Dissolved by Board of Directors on 11th August, 2018)

- BTA Implementation Committee (Dissolved by Board of Directors on 10th November, 2018)

The detailed note on the Committees of the Board (COB) covering its member’s composition, brief terms of reference of the committee, meetings held and attended during the year is separately mentioned in “Corporate Governance Report section” in this Annual Report.

28) Board Of Directors And Changes Among Them

A. Appointment of Directors

During the year under review, one of director was appointed as follows:-

- Mrs. Kumud Gupta (DIN 00294724) (Nonexecutive Independent Woman Director) in the Board of Directors of the Company in the Board Meeting held on 10^th November 2017

B. Resignation

During the year under review, the Board had approved the resignation of following directors:-

- Mr. Vishal Kumar Gupta (DIN -02368313) (Nonexecutive Nominee Director) from the Board of Directors of the Company w.e.f. 8^th August 2017 and resignation was noted by Board of Directors in its Meeting held on 11^th August 2017.

- Mrs. Ritika Goel (DIN 00053387) (Non-executive Non-Independent Woman Director) from the Board of Directors of the Company in the Board Meeting held on 10^th November 2017 vide resignation letter dated 8^th November 2017.

- Mr. Praveen Sethia (DIN -02310777) (Nonexecutive Independent Director) from the Board of Directors of the Company w.e.f. 30^th January 2018 and resignation was noted by Board of Directors in its Meeting held on 9^th February 2018.

The Board records the deep appreciation for the contributions of Mr. Vishal Kumar Gupta, Mrs. Ritika Goel and Mr. Praveen Sethia and throughout their directorship and also for the significant contributions they have made to the management of affairs of the Company and for the valuable advises they all had made to the Board from time to time.

C. Re-appointments of director liable to retire by rotation

In the ensuing 24^th Annual General Meeting of the Company the Directors recommends the reappointment Mr. Sanjeev Goel (DIN: 00028702) Managing Director on the Board of Directors of the Company who is liable to retire by rotation and being eligible, offer himself for re-appointment, pursuant to the provisions of Companies Act, 2013.

It is noted that Mr. Sanjeev Goel, Managing Director was appointed for a period of five (5) years from 1st April 2015 till 31st March 2020 which was approved by shareholders by passing Special Resolution on 8^th May 2015 vide postal ballot notice dated 2^nd April 2015 and this re-appointment shall not tantamount to break in the tenure of appointment as Managing Director and all other terms and conditions of the appointment shall also remains unchanged.

D. Independent directors

During the year under review, all the independent directors had submitted the Declaration of Independence, as required pursuant to section 149(7) of the Companies Act, 2013 stating that they meet the criteria of independence as provided in section 149 (6) of the Companies Act, 2013 read with applicable provisions of SEBI LODR, 2015 or as per applicable regulation of SEBI LODR, 2015.

E. Fit and proper criteria for directors in terms of Revised Regulatory Framework for NBFC

During the year under review, all the non-executive / independent directors had submitted the ‘Fit and Proper Criteria Declaration’ required pursuant to Revised Regulatory Framework for NBFC notified by RBI vide notification dated 10^th November 2015 as part of Corporate Governance norms.

F. Directors’ profile

A brief resume of Directors, nature of their expertise in specific functional areas and names of companies in which they hold Directorships, Memberships / Chairmanships of Board Committees and shareholding in the Company are provided in this Report.

29) Performance Evaluation of the Board, its Committees And Individual Directors

Pursuant to applicable provisions of the Companies Act, 2013 and SEBI LODR, 2015 and other applicable regulations, circulars etc., the Board, in consultation with its Nomination & Remuneration Committee, has formulated a framework containing, inter-alia, the criteria for performance evaluation of the entire Board of the Company, its Committees and Individual Directors, including Independent Directors.

Pursuant to the provisions of the Companies Act, 2013 and in terms of requirement of Regulation 17(10) of SEBI LODR, 2015, the Board has carried out an Annual Performance Evaluation of its own performance, the Directors individually as well as the evaluation of the working of the Committees. On the basis of performance evaluation done by the Board, it shall be determined whether to extend or continue their term of appointment, whenever the respective term expires.

The Independent Directors had met separately without the presence of Non-Independent Directors and the members of management and discussed, inter-alia, the performance of non-independent Directors and Board as a whole and the performance of the Chairman of the Company after taking into consideration the views of executive and NonExecutive Directors.

The Nomination and Remuneration Committee has also carried out evaluation of Director’s performance during Financial Year 2017-18.

30) Separate Meeting of Independent Director

During the year under review, the Independent Directors of the Company meets without the presence of non-independent directors on Friday February 09th 2018, in terms of Section 149(8) and Schedule - IV and Clause 49 (B) (II) (6) read with regulation 25(3) & (4) of SEBI LODR, 2015, without the attendance of non-independent directors and members of management.

They met to discuss the inter-alia amongst other items the following mandatory items viz., (a) to review the performance of non-independent directors and the Board as a whole; (b) to review the performance of the Chairperson of the company, taking into account the views of executive directors and non-executive directors; (c) to assess 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.

31) Disclosure On Audit Committee

The Audit Committee as on March 31, 2018 comprises of the following Independent Directors viz., Mr. Rakesh Kumar Joshi, Mr. S.K. Goel Mrs. Kumud Gupta (being made member in the Audit Committee w.e.f. 09th February, 2018)

Further, all recommendations of Audit Committee were accepted by the Board of Directors.

The detailed Audit Committee and its terms of reference and meetings held and attended by the members during the year are mentioned in Corporate Governance Report Section.

During the year under review, the company has complied with the requirements of Section 178 of the Companies Act, 2013 and regulation 18 of SEBI LODR, 2015. The Members of the Audit Committee possess financial / accounting expertise / exposure. The Company Secretary of the Company acts as the Secretary to the Committee.

The Statutory Auditors of the Company attends and participates in the meetings of the Audit Committee.

32) Disclosure on Nomination and Remuneration Committee and Nomination and Remuneration Policy

The Nomination and Remuneration Committee as on March 31, 2018 comprises of the following Directors viz. Mr. S.K. Goel (Non-executive Independent Director), Mr. Rakesh Joshi (Nonexecutive Independent Director) and Mrs. Kumud Gupta (Non-executive Independent Woman Director, being made member in the Committee w.e.f. 09th February, 2018)

Further, all recommendations of Nomination and Remuneration Committee were accepted by the Board of Directors. The detailed Nomination and Remuneration Committee and its terms of reference and meetings held and attended by the members during the year are mentioned in Corporate Governance Report Section.

The detailed Nomination and Remuneration Committee and its terms of reference and meetings held and attended by the members during the year are mentioned in Corporate Governance Report Section.

The Board of Directors of your Company has, on recommendation of the Nomination & Remuneration Committee, framed the policy on appointment of Board members including criteria for determining qualifications, positive attributes, independence of a Director and the policy on remuneration of Directors pursuant to the requirement under Section 134(3)(e) and Section 178(3) of the Companies Act, 2013,

During the year under review, the company has complied the requirements of Section 177 of the Companies Act, 2013 read with applicable regulation 19 of SEBI LODR, 2015. The Company Secretary of the Company acts as the Secretary to the Committee.

The Policy is annexed at Annexure No. 11 to this report which forms integral part of this report. The contents of the policy are uploaded in company website and also stated in the Corporate Governance Report.

33) Familiarization Policy and Programme

The Company has in place a familiarization Programme for its Independent Directors which shall be given to new Independent Directors upon joining and to existing Independent Directors on “need basis”. The objective of the familiarization Programme is to provide training to new Independent Directors at the time of their joining so as to enable them to understand the Company - its operations, business, industry and environment in which it functions and the regulatory environment applicable to it. Besides, the Independent Directors are made aware of their role and responsibilities and liabilities at the time of their appointment through a formal letter of appointment, which also stipulates their roles and responsibilities and various terms and conditions of their appointment. Additionally, regular updates on relevant statutory and regulatory changes are regularly circulated to all the Directors including Independent Directors.

During the Financial Year 2017-2018, there is one new Independent Woman Director is inducted on the Board viz. Mr. Kumud Gupta in the Board meeting held on 10th November 2017 and who was given necessary Familiarization / Induction training as per company’s existing policy on Familiarization Programme for Independent Directors of the Company. The docket containing all Business Policies of the Company and others details as part of Familiarization Programme was also handed over to Mrs. Kumud Gupta. Besides, one NonExecutive Independent Director viz. Mr. Praveen Sethia has resigned from the Board of Directors of Intec Capital Limited w.e.f. 30th January 2018 and resignation was noted in the Board Meeting held on 9th February 2018

The details of Familiarization/ Induction training imparted during Financial Year-2017-18 are as follows:

Heading	Description
Nature of Training	Familiarization/ Induction training
Date of Training	Friday 10th November 2017
Start Time of Training	6:00 PM
End Time of Training	7:00 PM
Duration of Familiarization/	1 hour
Induction training
Venue of Training	703, Manjusha Building, 19, Nehru Place, New Delhi-110019
Name of Independent Directors	<<>>
attended training
	1 Name Designation No. of hours
	Mrs. Kumud Non-Executive Independent Woman 1
	Gupta Director
	Mr. S.K. Goel Non-Executive Independent Director 1
	<<>>
Company Secretary	Mr. Puneet Sehgal
Details of Familiarization/ Induction	1. Grievance redressal system and mechanism of our borrowers.
training	2. Company’s All Board Level Policies but not limited to following viz. CSR Policy, Related Party Transaction Policy, SEBI Insider Trading Code, SEBI Fair Practice Code, Fair Practice Code (FPC) ion terms of RBI, Fixed Assets Policy, Investment Policy, AML Policies, Code of Conduct for Directors and KMP’s, Familiarization Programme for Independent Directors, Provisioning Policy, Archival Policy, ALM Policy, Risk Management Policy, etc. 3. Company’s Internal HR policies / processes & other policies but not limited to following, Leave & Attendance Policy, Code of Conduct of Employees, Anti Sexual Harassment policy etc.

The Familiarization program / policy is uploaded in the company website on our website (http:// inteccapital.com/about-us/board-of-directors/ familiarization-programme/)

34) Disclosure of Board and Committee Meeting Process

A. Board material distributed in advance

The agenda and notes on agenda are circulated to Directors in advance, and in the defined agenda format. All material information is incorporated in the agenda for facilitating meaningful and focused discussions at the meeting. Where it is not practicable to attach any document to the agenda, it is tabled before the meeting with specific reference to this effect in the agenda. In special and exceptional circumstances, additional or supplementary item(s) on the agenda are permitted.

B. Recording minutes of proceedings at board and

The Company Secretary records minutes of proceedings of each Board and Committee meeting. Draft minutes are circulated to Board/Board Committee members for their comments. The minutes are entered in the Minutes Book within 30 days from the conclusion of the meeting.

C. Post meeting follow-up mechanism

The guidelines for Board and Board Committee meetings facilitate an effective post meeting follow-up, review and reporting process for decisions taken by the Board and Board Committees thereof. Important decisions taken at Board/Board Committee meetings are communicated promptly to the concerned departments/divisions. Action-taken report on decisions/minutes of the previous meeting(s) is placed at the succeeding meeting of the Board/Board Committee for noting.

D. Finalization of meetings

The Chairman of the Board and Company Secretary, in consultation with other concerned members of the senior management, finalize the agenda for Board meetings.

E. Compliance

The Company Secretary, while preparing the agenda, notes on agenda and minutes of the meeting(s), is responsible for and is required to ensure adherence to all applicable laws and regulations, including the Companies Act, 1956/ Companies Act, 2013 read with rules issued thereunder, as applicable and the Secretarial Standards as Notified by Ministry Corporate Affairs and issued by the Institute of Company Secretaries of India, as applicable.

35) Directors’ Responsibility Statement

Pursuant to the requirements of Section 134 (5) of the Companies Act, 2013, with respect to Directors’ Responsibility Statement, it is hereby stated that:

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(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 profit and 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 this Act 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; and

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

36) Internal Financial Control (IFC) and its Adequacy on Financial Reporting

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

The Board of Directors confirms that the company has established systems, standards, processes and structure which supports to implement Internal Financial controls across the organization and which provide reasonable assurance regarding reliability of financial reporting and preparation of financial statements. The Directors Responsibility Statement (DRC) also emphasis that company’s IFC are adequate and operating effectively with respects to financial statements.

37) Statutory Auditors and Their Report

The Board noted this year consent and eligibility of existing Statutory Auditors viz. S. P. Chopra & Co., Chartered Accountants (Firm No.000346N) for conducting Statutory Audit for the Financial Year 2018-19 ending on 31st March 2019.

It is noted that the requirement to place the matter relating to appointment of Auditors for ratification by members at every Annual General Meeting is done away with vide notification dated May 7, 2018 issued by the Ministry of Corporate Affairs, New Delhi. Accordingly, no resolution is proposed for ratification of appointment of Statutory Auditors viz. S. P. Chopra & Co., Chartered Accountants (Firm No.000346N), who were appointed in the Annual General Meeting held on Wednesday 27th September 2017 for a first block of five (5) years to hold office from the conclusion of 23rd Annual General Meeting scheduled to be held in Calendar Year 2017 till conclusion of 28th Annual General Meeting scheduled to be held in Calendar Year 2022 for conducting the Annual Statutory Audit for the respective Financial Years viz. starting from Financial Year 2017-2018 till Financial Year 2021-2022.

During the year under review, the current Statutory Auditor’s viz. S. P. Chopra & Co., Chartered Accountants (Firm No.000346N) had submitted their Report for the financial year ended 31^st March 2018. The Independent Auditor’s Report (Standalone and Consolidated) of Intec Capital Limited is of unmodified opinion and does not contain any qualifications/ observations/ adverse remarks on true and fair view of Financial Statements (standalone and consolidated) for financial year ended 31st March 2018 presented to the Auditors. The Notes on financial statement referred to in the Auditors’ Report are self-explanatory and do not call for any further comments.

38) Secretarial Auditor And Their Report

The Board again approved the re-appointment M/s. Sudhanshu Singhal & Associates Represented through Proprietor viz. Mr. Sudhanshu Singhal, Company Secretaries having C.P. No. 8762 to conduct Secretarial Audit for the FY 2018-19.

The Secretarial Audit Report for the year under review does not contain any qualification, reservation or adverse remark or disclaimer made by the secretarial auditor.

The Secretarial Audit Report for the financial year 2017-18 given by Secretarial Auditor in the prescribed form MR-3 is annexed at Annexure - 10 to this Report.

39) Internal Auditor And Their Report

The Board again approved the re-appointment of M/s. Mazars as Internal Auditors to conduct Internal Audit for the FY 2018-19.

During the year under review, Mazars, Internal Auditor’s had submitted their Report for the financial year 2017-18 for various quarters / period to the Audit Committee for its review and necessary action.

40) Risk Management Policy

The Company has in place a Risk Management Policy in line business requirement.

The Risk Management was constituted originally constituted on 8^th January 2013 and was reconstituted from time to time according to need of the company. The Risk Management Committee has been entrusted with the responsibility of Formulation of policies, procedures and practices to identify, evaluate, address and monitor risk and to ensure business growth plans are supported by effective risk infrastructure. The Risk practices and conditions adopted are appropriate for the business environment and to assist the Board in discharge of its duties & responsibilities and in overseeing that all the risks that the organization faces such as strategic, financial, credit, market, liquidity, security, property, IT, legal, regulatory, reputational and other risks have been identified and assessed and there is an adequate risk management infrastructure in place capable of addressing those risks.

The detailed information on Risk Management Committee its constitution, its meeting held and attended during the year under review is separately mentioned in Corporate Governance Report Section.

The Company has introduced several improvements to existing internal policies / processes / framework / audit methodologies to mitigate / minimize the enterprise risk.

41) Whistle Blower / Vigil Mechanism

The Company promotes ethical behavior in all its business activities and has put in place a mechanism of reporting illegal or unethical behavior. The Company has a whistle blower policy / vigil mechanism in terms of requirement of Section 177 (9) and other applicable provisions of the Companies Act, 2013 read with Regulation 4(2) (d) (iv) of SEBI LODR, 2015 wherein the employees are free to report violations of laws, rules, regulations or unethical conduct to their immediate supervisor or such other person as maybe notified by the management to the workgroups. The confidentiality of those reporting violations is maintained and they are not subjected to any discriminatory practice

The Whistle Blower / Vigil Mechanism Policy is also available on our Company website to report any genuine concerns about unethical behavior, any actual or suspected fraud or violation of Company’s Code of Conduct in terms of regulation 46(2)(e) of SEBI LODR, 2015.

The Audit Committee of your company also reviews the functioning of the whistle blower mechanism on quarterly basis;

42) Particulars of Employees, Key Managerial Personnel and Related Disclosures

During the year under review, the information related to Statement of particulars of employees pursuant to the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5(2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 for the financial year ended 31st March, 2018 is annexed at Annexure - 13 which forms part of this report.

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed at Annexure - 14 which forms part of this report.

Also in terms of provisions of section 136(1) of the said Act, these particulars will be made available to shareholder on request. The said information is available for inspection at the registered office of the Company during working hours and any member interested in obtaining such information may write to the Company Secretary and the same will be furnished on request.

The full Annual Report including the aforesaid information is being sent electronically to all those members who have registered their email addresses and is available on the Company’s website.

None of directors is holding any shares in the company except Mr. Sanjeev Goel, Managing Director holding 644464 fully paid equity shares as individual promoter category

During the year ended March 31, 2018, Mr. Sanjeev Goel, Managing Director was paid the remuneration amounting Rs. 12,999,996 Lacs (Rupees One Crore Twenty Nine Lakhs Ninety Nine Thousand Nine Hundred Ninety Six Only) the break-up of which is mentioned in Annexure -7 of this report, in Compliance with the applicable provisions of the Companies Act, 2013 read with rules made there under in compliance with Schedule V of the Companies Act, 2013 and alsoin conformity with MCA Orderdated 01/08/2017 related to Managing Director remuneration starting from 1^st April 2016 till 31^st March 2019.

43) Particulars of Loans, Guarantees or Investments Under Section 186 of the Companies Act, 2013

Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 form part of the Notes to the financial statements provided in this Annual Report pursuant to Section 134(3) (g) of the Companies Act, 2013.

44) Green Initiatives and E-Voting

Under go green Initiative in Corporate Governance we have started go Paperless as a sustainability initiative and minimizing our impact on the environment.

Under this Go Green initiative electronic copies of the Annual Report 2018 and Notice of 24^th Annual General Meeting are given to the Memberss whose email addresses are registered with the Company/RTA.

For other members who have not registered their email addresses, physical copy of the Annual Report and Notice of AGM are sent in the permitted mode. Members requiring physical copies can send a request to Compliance Officer of the Company.

The Company is providing e-voting facility to all its members to enable them to cast their votes electronically on all the resolutions set forth in the Notice. This is pursuant to Section 108 of the Companies Act 2013 and Rule 20 of the Companies (Management and Administration) Rules 2014. The instructions for e-voting is provided in the Notice.

45) Reminder To Investors:

Reminders for unclaimed shares, unpaid dividend are sent to shareholders/debenture holders as per records every year.

46) Disclosures Under Section 217(1)(E) of The Companies Act,1956

The details of Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo is information is furnished below, pursuant to provisions of Section 134 of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014

47) Annual Report

The Annual Report containing, inter alia, Audited Financial Statement, Consolidated Financial Statements, Directors’ Report, Auditors’ Report and other important information is circulated to members and others entitled thereto. The Management’s Discussion and Analysis (MD&A) Report forms part of the Annual Report and is displayed on the Company’s website.

48) BSE Corporate Compliance & Listing Centre (The ‘Listing Centre’):

BSE’s Listing Centre is a web-based application designed for corporates. All periodical compliance filings like shareholding pattern, corporate governance report, media releases, among others are also filed electronically on the Listing Centre.

49) SEBI Complaints Redress System (Scores)

The investor complaints are processed in a centralized web-based complaints redress system. The salient features of this system are: Centralized database of all complaints, online upload of Action Taken Reports (ATRs) by concerned companies and online viewing by investors of actions taken on the complaint and its current status.

50) HRD Initiatives- Training & Development

The Company recognizes the importance of Human Resource and the continuous need for development of the same. The Company stresses on the need to continuously upgrade the competencies of its employees and equip them with the latest developments. In order to achieve this, the Company organizes various programs including inhouse training and professional skills development programs across all levels of employees. The company also focused on Regional Level Induction & training covering corporate presentations & function specific knowledge and skills. Training Basic Certification Module Process for Sales and Collection has also been implemented and has achieved 45 certifications.

As part of HRD Initiatives, the company has started giving Monthly Extra Miler awards based on various parameters viz. Result, Boundary less Behavior, Operational Excellence, Positive Attitude & Behavior

51) Report Under the Prevention of Sexual Harassment Act

Your Company recognizes its responsibility and continues to provide a safe working environment for women, free from sexual harassment and discrimination and to boost their confidence, morale and performance.

Pursuant to the legislation ‘Prevention, Prohibition and Redressal of Sexual Harassment of Women at Workplace Act, 2013’ introduced by the Government of India, which came into effect from 9 December 2013, the Company has framed a Policy on Prevention of Sexual Harassment at Workplace which is also reviewed by the Committee at regular intervals. There was no case reported during the year under review under the said Policy.

The employee relations in the Company continued to be healthy, cordial and progressive.

52) Acknowledgements

The Board of Directors would like to convey their appreciation to the Customers, Shareholders, Vendors, Banks, Financial Institutions, various Government Authorities, RBI, SEBI and Stock Exchanges for their cooperation and support throughout the year.

The Board recognizes that it is accountable to shareholders for the performance of the Company, believes in transparency in its conduct and strives to disseminate the material information to the shareholders and the public.

Looking forward to receive continued patronage from all our business partners and associates to become better and strong organization.

The Board of Directors would also place on record the appreciation for the contributions made by the employees at all levels.

Your Directors place on record their gratitude to the Central Government, State Governments and Company’s Bankers for the assistance, cooperation and encouragement they extended to the Company. Your Directors also wish to place on record their sincere thanks and appreciation for the continuing support and unstinting efforts of investors, vendors, dealers, business associates and employees in ensuring an excellent all around operational performance.

For Intec Capital Limited

Date : 28^th August 2018 Sanjeev Goel S.K. Goel

Place : New Delhi Managing Director Non-executive, Independent Director

---

Mar 31, 2016

To

The Members,

The Directors have pleasure in presenting their report on business and operations of the Company together with 22nd Annual Audited Accounts for the financial year ended 31st March, 2016.

1) Financial Highlights

For the financial year ended 31st March, 2016:

(Rs. in lakhs)

Particulars	Standalone		Consolidated
	2016	2015	2016	2015
Profit/(Loss) before tax	994.66	965.42	892.03	860.60
Less: Provision for Taxation
Current Tax	147.96	620.27	147.96	620.24
Deferred Tax	203.68	(298.09)	203.68	(298.09)
Current Tax for earlier years	-	-	-	-
Profit/(Loss) after tax	643.02	643.24	540.39	538.45
Add: Balance brought forward from last year	4250.45	3868.11	3929.61	3652.10
Less: Adjustment of goodwill relating to earlier years	0.00	0.00	0.00	0.00
Less: Adjustment of assignment income relating to earlier	0.00	10.42	0.00	10.42
years
Less: Accelerated depreciation due to transition provision	0.00	11.23	0.00	11.23
Surplus available for appropriation	4893.47	4489.70	4470.00	4168.90
Less: Appropriations
Proposed Equity Dividend	0.00	91.83	0.00	91.83
Preference Dividend	0.00	0.00	0.00	0.00
Tax on Proposed Dividend	0.00	18.77	0.00	18.81
Transfer to Reserve Fund u/s 45IC of RBI Act, 1934	128.60	128.65	0.00	128.65
Surplus carried to Balance Sheet	4764.85	4250.45	4341.40	3929.61

The Financial Results of the company are elaborated in the Management Discussion Analysis Report (MDAR) section in this Annual Report.

2) Operations

Detailed information on the operations of the Company and details on the state of affairs of the Company are covered in the Management Discussion and Analysis Report.

3) Dividend

The company continues to evaluate and manage its dividend policy to build long term shareholder value.

Your Directors recommends a Final Dividend of Rs.0.25 (i.e. 2.5%) per Equity Share having face value of Rs. 10/- each on the fully paid up Equity Share Capital of the Company for the Financial Year ended 31st March 2016.

The Final Dividend paid for the Financial Year ended 31st March 2015 is Rs.0.50 (i.e. 5%) per Equity Share having face value of Rs. 10/- each on the fully paid up Equity Share Capital of the Company.

The Final Dividend, if approved by the members in the forthcoming 22nd Annual General Meeting, will be paid to the eligible members as per stipulated Companies Act.

The dividend will be paid to members whose names appear in the Register of Members as on record date as mentioned in forthcoming Notice of 22nd Annual General Meeting and in respect of shares held in dematerialized form, it will be paid to members whose names are furnished by National Securities Depository Limited and Central Depository Services (India) Limited, as beneficial owners as on that date.

4) Unclaimed Dividend Transfer to Investor Education & Protection Fund (IEPF)

The Company sends letters to all shareholders whose dividends are unclaimed so as to ensure that they receive their rightful dues. Efforts are also made in co-ordination with the Registrar to locate the shareholders who have not claimed their dues.

Pursuant to Section 205C of the Companies Act, 1956 read with the Investor Education and Protection Fund (Awareness and Protection of Investors) Rules, 2001, during the year under review, The unclaimed / unpaid dividend for FY 2007-08 amounting Rs. 171,374/- (Rupees One Lakh Seventy One Thousand Three Hundred Seventy Four only) have been transferred / credited to IEPF on 06th November, 2015. The cumulative unclaimed / unpaid dividend amount up to FY 2007-08 lying in the credit of IEPF as at 31st March 2016 is amounting Rs.486,308/- (Rupees Four Lakh Eighty Six Thousand Three Hundred Eight Only.)

Pursuant to the provisions of Investor Education and Protection Fund (Uploading of information regarding unpaid and unclaimed amounts lying with companies) Rules, 2012, the Company has uploaded the details of unpaid and unclaimed amounts lying with the Company as on 24th September 2015 (date of last Annual General Meeting) on the Company’s website (www.intecapital. com) and on the website of the Ministry of Corporate Affairs.

The unclaimed / unpaid dividend amount for the FY 2008-09 as on 31st March, 2016 is due for transfer to IEPF on 31st October 2016 amounting Rs. 1,66,114.50 (Rupees One Lakh Sixty Six Thousand One Hundred Fourteen and Paisa Fifty only.)

Those members who have not yet claimed / encased are requested to claim the same at the earliest before transfer to IEPF.

5) Equity Share Capital

The paid-up Equity Share Capital of the Company as on 31 March 2016 is Rs. 18.36 crore.

There was no public issue, rights issue, bonus issue or preferential issue etc. during the year. The Company has not issued shares with differential voting rights, sweat equity shares nor has it granted any stock options.

6) Non-Convertible Debentures (NCD)

The Company had issued Listed Fully Secured Redeemable Non-Convertible Debentures amounting Rs. 50 Crore on private placement basis with tenor of 48 months pursuant to section 42 of and applicable provisions of the Companies Act, 2013 read with Companies (Prospectus and Allotment of Securities) Rules, 2014 which helped in Asset Liability Management and strengthened the long term resource base of the Company.

The Debentures issued on private placement basis are listed on BSE. The Company has been regular in servicing all of its debt obligations. The debenture holders can also send in their queries/complaints at the designated email address: [e-mail] The details of NCD are as follows:

Debenture Trustee : GDA Trusteeship Limited

Plot No 85, Street, Bhusari Colony, Paud Road, Pune - 411038.

Registrar and Transfer : BIG SHARE SERVICES PVT. LTD. Agents for Fully Secured 306, Right Wing, 3rd Floor, redeemable Non- Amrutha Ville, Opp. Yashoda

convertible Debentures Hospital, Raj Bhavan Rd, on Private Placement Somajiguda, Hyderabad,

Basis Telangana 500082

Compliance Officer : Mr. Puneet Sehgal

[e-mail] Address of BSE : Phiroze Jeejeebhoy Towers, Dalal

Street, Mumbai - 400 001 www.bseindia.com Scrip Code : 951360

ISIN No. : INE017E07023

7) Registration as a Systemically important non-deposit taking Assets Finance Company NBFC (NDSI-AFC) and its Disclosures

Your Company is NBFC Company and is registered with Reserve Bank of India on 4th May 1998 as a Non-Banking Financial Institution (Non-Deposit taking). Your company had attained the status of Asset Finance Company and got NBFC-AFC status on 7th April 2014.

In terms of provisions of Non-Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2015, your Company is categorized as a ‘Systemically Important Non-Deposit taking Non-Banking Financial Company i.e. NBFC-NDSI-AFC’.

The disclosures as prescribed by Non-Banking Financial (Non Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2015 and other NBFC Directions have been made in this Annual Report.

8) RBI Revised Regulatory Framework and Corporate Governance Directions

During the year under review, the RBI has further strengthened the comprehensive Revised Regulatory framework for Nonbanking Financial Companies which was earlier notified on 10th November 2014 and further amended on 10th April 2015.

The key changes in “Amended Revised Regulatory Framework” are namely (a) NBFCs shall furnish to the Reserve Bank a quarterly statement on change of directors certified by the auditors and a certificate from the Managing Director that fit and proper criteria in selection of directors have been followed ; (b) The age limit prescribed as above has been done away with and provisions in Companies Act, 2013 in this regard shall apply ; (c) That circulation of minutes within two business days is not mandatory and provisions in Companies Act, 2013 in this regard shall apply ; (d) Introduction of Corporate Governance Directions viz. “Non-Banking Financial Companies - Corporate Governance (Reserve Bank) Directions, 2015”.

Your company is adhering to RBI amended Revised regulatory framework and also newly introduced Corporate Governance Directions

9) Non acceptance of Public Deposits

Your Company is Non- Deposit taking NBFC and has not accepted public deposits during the year under review in terms of chapter-V of the Companies Act, 2013 and hence there defaults in repayments of amount of principle or interest as on date of Balance Sheet is not applicable.

10) Credit Rating

During the year under review, the credit ratings / revision in Credit Ratings were done by CRISIL, India’s 1st Credit Rating Agency incorporated in India as “CRISIL Limited” and also by CARE Ratings, India’s 2nd Largest Rating Agency incorporated in India as “Credit Analysis & Research Limited”.

The revision in ratings done by CARE during Financial Year 2015-16 is as follows.

CARE Ratings
Facilities	Amount (Rs. In Crore)	Ratings	Remarks
Long-term Bank Facilities	675 (Rupees Six Hundred Seventy Five crore only)	CARE BBB [Triple B]	Revised from CARE BBB [Triple B plus]
Non-Convertible Debentures	Rs. 50 Crore	BBB [Triple B]	Revised from CARE BBB [Triple B plus]
Commercial Paper The rating is based on the credit enhancement in the form of unconditional and irrevocable stand by letter of credit (SBLC) from Bank of Maharashtra rated CARE AA (Lower Tier II Bonds)	Rs. 10 Crore	CARE A1 (SO) [A One Plus (Structured Obligation)	Reaffirmed
Commercial Paper The rating is based on the credit enhancement in the form of unconditional and irrevocable stand by letter of credit (SBLC) from Central Bank of India rated CARE AA- (Lower Tier II Bonds)	Rs. 10 Crore	CARE A1 (SO) [A One Plus (Structured Obligation)	Assigned

The ratings done by CRISIL during Financial Year 2015-16 for Total Bank Loan Facilities is as follows.

CARE Ratings
Facilities	Amount (Rs.)	Ratings	Remarks
Total Bank Loan Facilities Rated	Rs. 500 Million	CRISIL BBB/S table (Assigned)	Assigned

11) Transfer to Reserves

During the year under review Company has transferred Rs 128.60 Lakhs to the Reserves Fund from the profits of the Company in accordance with the provisions of Section 45IC of the Reserve Bank of India Act, 1934.

12) Capital Adequacy Ratio

The Company’s total Capital Adequacy Ratio (CAR) as on 31st March, 2016 stood at 22.99% as compared to 21.54% for the previous year as a percent of the aggregate risk weighted assets on balance sheet and risk adjusted value of the off-balance sheet items, which is well above the regulatory minimum of 15%

13) Depository System

As the members are aware, the Company’s shares are compulsorily tradable in electronic form.

As on March 31, 2016, the Company’s total paid-up Capital representing number of shares is in dematerialized form and in physical form is mentioned below.

	Category	Number of equity shares	%age of the Company’s total paid-up share Capital
1	Demat	18119690	98.66
2	Physical	246560	1.34
3	Total	18366250	100

In view of the numerous advantages offered by the Depository system, members holding shares in physical mode are advised to avail of the facility of dematerialization from either of the Depositories.

14) Management Discussion Analysis Report (MDAR)

The Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34(2)(f) & (3) and other applicable regulation read with Schedule - V of SEBI Listing Obligations and Disclosure Requirements Regulations, 2015 (SEBI LODR, 2015) is presented in a separate section and annexed at Annexure - 1 to this report and forms part of the Annual Report.

15) Corporate Governance Report and its Compliance Certificate

The Company is committed to maintain the highest standards of corporate governance and adhere to the Corporate Governance requirements set out by SEBI. The report on Corporate Governance as stipulated under para C , D and E of Schedule V read with regulation 15(1), (2)(a) and other applicable regulation of SEBI LODR, 2015 forms an integral part of this Report.

The Report on Corporate Governance as stipulated is annexed at Annexure - 2 to this report and forms integral part of the Annual Report.

The requisite Certificate from the practicing Company Secretary of the Company confirming compliance with the condition of Corporate Governance as provided under para E of Schedule V read with regulation 15(1), (2)(a) and other applicable regulation of SEBI LODR, 2015 is annexed at Annexure - 3 to this report and forms integral part of the Annual Report.

All Board members and Senior Management personnel have affirmed compliance with the Code of Conduct for the year 2015-16. A declaration to this effect signed by the Managing Director of the Company in terms of para d of Schedule V read with regulation 15(1), (2)(a) and other applicable regulation of SEBI LODR, 2015 is annexed at Annexure - 4 to this Report and forms integral part of this Annual Report.

The Certificate by Managing Director and Chief Financial Officer on financial statements as stipulated under applicable Regulation of SEBI LODR, 2015 is annexed at Annexure - 5 to this report and forms integral part of the Annual Report.

16) Subsidiary Company and its performance

We have one 100% Wholly Owned Subsidiary i.e. Amulet Technologies Limited which was incorporated as private limited company on 30th April 2011. It converted in public limited company on 27th March 2012.

The Primary objective of company is to offer consultancy, advisory & all related services in all areas of information technology including computer hardware & software, data communication, telecommunications, manufacturing & process control & automation, artificial intelligence, natural language processing.

Pursuant to Section 129(3) of the Companies Act, 2013 and Accounting Standard- 21 issued by the Institute of Chartered Accountants of India, Consolidated Financial Statements presented by the Company include the Financial Statements of its Subsidiaries.

Further, Pursuant to Section 129(3) of the Companies Act, 2013, a separate statement containing the salient features of the financial statements of subsidiary Company in the prescribed form AOC-1 has been annexed at Annexure - 6 to this report and forms integral part of the Annual Report.

In terms of provisions of 4th proviso of Section 136 of the Companies Act, 2013, the Company shall place separate Audited Accounts of the Subsidiary Companies on its website at www. inteccapital.com.

The Company will make available physical copies of these documents upon request by any shareholder of the Company/ subsidiary interested in obtaining the same.

These documents shall also be available for inspection at the registered office of the Company during business hours up to the date of ensuing AGM.

17) Performance and Financial Position of Subsidiary Company

Your Company has one subsidiary in the name of Amulet Technologies Limited, which is wholly owned subsidiary and was incorporated on 11th April 2011 and has completed 5 years 11 months of incorporation in FY 2015-16.

The company’s main objective is to carry on business in the field of information technology and to also design, develop, invent, research, prepare, manufacture and give consultancy in the area of software development, information technology, internet technology and activities facilitated directly or indirectly by information technology and internet technology.

The Company, however, is yet to start its full-fledged operations hence performance of the company is not discussed in the Management Discussion Analysis Report. The financial position of subsidiary company is included in the consolidated Financial Statements, pursuant to Section 134 of the Companies Act, 2013 and Rule 8(1) of the Companies (Accounts) Rules, 2014

18) Abridged Financial Statements

In accordance with the listing agreement with Stock Exchanges and Section 136 of the Companies Act, 2013 read with Rule 10 of the Companies (Accounts) Rules, 2014 of the said Act, the Abridged Annual Report containing salient features of the Financial Statements, including Consolidated Financial Statements, for the financial year 2015-16, along with statement containing salient features of the Directors’ Report (including Management Discussion & Analysis and Corporate Governance Report) is being sent to all shareholders who have not registered their email address(es) for the purpose of receiving documents/ communication from the Company in electronic mode.

Full version of the Annual Report 2015-16 containing complete Balance Sheet, Statement of Profit & Loss, other statements and notes thereto, including Consolidated Financial Statements, prepared as per the requirements of Schedule III to the Companies Act, 2013, Director’s Report (including Management Discussion and Analysis, Corporate Governance Report and

Business Responsibility Report) are being sent via email to all shareholders who have provided their email address(es).

Full version of Annual Report 2015-16 is also available for inspection at the registered office of the Company during working hours upto the date of ensuing Annual General Meeting (AGM). It is also available at the Company’s website at www. inteccapital.com.

A Cash Flow Statement for the year 2015-16 is attached to the Balance Sheet.

19) Consolidated Financial Statements

The directors also present the audited consolidated financial statements incorporating the duly audited financial statements of the subsidiaries for the Financial Year ended 31st March 2016 and as prepared in compliance with the Companies Act, 2013, Accounting Standards and the Listing Agreement as prescribed by SEBI.

A separate statement containing the salient features of its subsidiary as per prescribed Form No. AOC- 1 is annexed at Annexure No. 6 separately.

20) Material changes and commitments

There have been no material changes and commitments, affecting the financial position of the Company, which have occurred between the end of the financial year of the Company and the date of this Annual Report.

21) Significant and material orders passed by the regulators or courts

During the year under review, there were no significant and material orders passed by the regulators or courts or tribunals, which may impact the going concern status of the Company and its operations in future.

22) Extract of Annual Return as per Section 92 (3) of The Companies Act, 2013 in the prescribed format VIZ. MGT-9

The extract of Annual Return as on March 31, 2016 in the prescribed Form No. MGT-9, pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12 (1) of the Companies (Management and Administration) Rules, 2014 is annexed at Annexure No. 7 and forms integral part of this Report.

23) Corporate Social Responsibility (CSR) Policy and its Report

The Company has in place a CSR Policy in line with Schedule VII of the Companies Act, 2013.

As per the policy, the CSR activities are not just focused around the offices of the Company, but also improves a healthy & prosperous environment and to improve the quality of life for the next generation.

Company undertakes to combat illiteracy for the children of vulnerable sections of society and work towards the goal to make them self-reliant. We are investing through variety of effective programs by not only providing them elementary education but have also undertaken sponsorship for higher education for girl child. In addition to this company has provided infrastructure for education by providing school bags & other facilities. Company focuses on various career counselling sessions, vocational courses, remedial education classes, sports activities to strengthen skill set of children.

These activities are broadly in accordance with the Schedule VII of the Companies Act, 2013.

The Board of Directors and the CSR Committee review and monitor from time to time all the CSR activities being undertaken by the Company.

The Annual Report on Corporate Social Responsibility (CSR) and on CSR Activities Pursuant to clause (o) of sub-section (3) of section 134 of the Act and Rule 9 of the Companies (Corporate Social Responsibility) Rules, 2014 is annexed at Annexure - 8 to this report which forms integral part of Annual Report

The contents of the CSR Policy as well as the CSR activities undertaken by the Company are available on the Company website.

24) Reasons for not incurring 2% CSR expenditure

On the recommendation of the Committee, the Board considers and record the reasons for incurring less CSR Expenditure as the company had incurred expenditure to the extent of Rs. 10.57/Lacs as against 2% required for the financial year 2015-2016 amounting Rs. 37.82 Lacs as follows:-

During the financial year 2015-16, the Company made serious deliberations and chose the CSR programs which would be undertaken on a long term and continuous basis. Such programs will benefit communities where the Company operates or likely to operate and create goodwill for the Company.

Towards the implementation of aforesaid programs during Financial Year 2015-16, the Committee had made efforts to identify appropriate NGOs and implementing agencies to incur the CSR expenditure in its identified CSR activities for which considerable amount of time was invested by the Company which does not allowed the opportunity to spend the 2% of average profit for last three years.

25) Related Party Transactions

The Company has in place a Related Party Transactions Policy (RPT Policy) in line with section 188 and other applicable section of the Companies Act, 2013 read with and clause 49 of the Listing Agreement. The Policy on RPTs as approved by Board is also uploaded on the Company’s website www.inteccapital.com

During the financial year under review, in terms of section 134(3)

(h) read with sub-section (1) of section 188 read with third proviso of section 188(1) of the Companies Act, 2013 and read with applicable Regulation of SEBI LODR, 2015, your Company has not entered into any material transaction under SEBI Listing Obligations and Disclosure Requirements Regulations, 2015 or Clause 49 of the Listing Agreement with any of its related parties which may have potential conflict with the interest of the Company at large.

Besides, during the year under review, all related party transactions done by the Company were in ordinary course of business and at arm’s length and were placed in the meetings of Audit Committee for its omnibus approval and subsequently placed before the board for its review and noting pursuant to section 177 of the Companies Act, 2013 read with clause 49 of the Listing Agreement and read with Company’s RPT policy.

Your Directors draw attention of the members to Note No. 2.29 to the financial statement which sets out related party transactions in terms of Accounting Standard 18.

The disclosures pursuant to section 13(4)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014) in prescribed form AOC-2 is annexed at Annexure

- 8 to this report.

26) Secretarial Auditor and their Report

During the year under review, the Secretarial Audit is conducted by M/s. Sudhanshu Singhal & Associates Represented through Proprietor viz. Mr. Sudhanshu Singhal, Company Secretaries having C.P. No. 8762 as required under Section 204 of the Companies Act, 2013 and Rules there under.

The Secretarial Audit Report for the Financial year 2015-16 given by Secretarial Auditor in the prescribed form MR-3 is annexed at Annexure - 10 to this Report.

The Secretarial Audit Report for the year under review does not contain any qualification, reservation or adverse remark or disclaimer made by the secretarial auditor.

The Board has appointed M/s. Sudhanshu Singhal & Associates Represented through Proprietor viz. Mr. Sudhanshu Singhal, Company Secretaries having C.P. No. 8762 as Secretarial Auditor of the Company for financial Year 2016 - 2017 ended on 31st March 2017

27) Board Meeting Held and attended during the year by Directors

During the year under review, four (4) Meetings of the Board of Directors were held and attended by directors as per below mentioned information:

Sl.	Name	Resident	Designation	Meetings held	Meetings attended
1.	Mr. Sanjeev Goel (DIN - 00028702)	Indian	Managing Director	4	4
2.	Mr. Vishal Kumar Gupta (DIN -02368313)	Indian	Non-executive Nominee Director	4	4
3.	Mr. S. K. Goel (DIN - 00963735)	Indian	Non-executive Independent Director	4	4
4.	Mr. Rakesh Kumar Joshi (DIN -02410620)	Indian	Non-executive Independent Director	4	2
5.	Mr. Praveen Sethia (DIN -02310777)	Indian	Non-executive Independent Director	4	4
6.	Mr. Y. L. Madan (DIN-05123237)	Indian	Non-executive Independent Director	4	4
7.	Mr. Dhruv Prakash ** (DIN 05124958)	Indian	Non-executive Independent Director	4	1
8.	Mrs. Ritika Goel (DIN 00053387)	Indian	Non-executive Non Independent Woman Director	4	1

** Mr. Dhruv Prakash who was earlier appointed as Non-executive Independent Director in the Board Meeting held on 28th May 2014 has tendered his resignation on 12th October 2015 which was accepted by Board in the Meeting held on 5th November 2015.

The detailed note on the Board meetings held and attended during the year is separately mentioned in “Corporate Governance Report section” in this Annual Report.

28) Key Managerial Personnel

The Key Managerial Personnel (KMP) in the Company as per Section 2(51) and 203 of the Companies Act, 2013 are as follows:

Mr. Sanjeev Goel : Managing Director

Mr. Sudhindra Sharma : Chief Financial Officer Mr. Puneet Sehgal : Company Secretary

During the year there were no changes i.e. (appointment or cessation) in the office of any KMP.

29) Committees of The Board

During the year under review, the company has following below mentioned Committees of Board (COB).

Audit Committee Risk Management Committee Nomination and Remuneration Committee Corporate Social Responsibility Committee Asset Liability Management Committee (ALCO)

Shareholders/Investors’ Grievance Committee cum Share Transfer Committee cum Stakeholders Relationship Committee

Operations Review Committee

The detailed note on the Committees of the Board (COB) covering its member’s composition, brief terms of reference of the committee, meetings held and attended during the year is separately mentioned in “Corporate Governance Report section” in this Annual Report.

30) Board of Directors and changes among them

A Appointment of Directors

During the year under review, no directors is appointed in the Board

B Resignation

During the year under review, the Board had approved the resignation of Mr. Dhruv Prakash (DIN 05124958) (Nonexecutive Independent Director) from the Board of Directors of the Company in the Board Meeting held on 5th November 2015 vide resignation letter dated 12th October 2015.

The Board records the deep appreciation for the contributions of Mr. Dhruv Prakash as Non-executive Independent Director throughout his directorship and also for the significant contributions he has made to the management of affairs of the Company and for the valuable advises he made to the Board from time to time.

C Re-appointments

Mr. Vishal Kumar Gupta (DIN: 02368313), (Non-executive Nominee Director of the Company will be liable to retire by rotation at the ensuing 22nd Annual General Meeting and being eligible, offer themselves for re-appointment, pursuant to the provisions of Companies Act, 2013 and Article 86 of the Articles of Association of the Company.

The Directors recommends the re-appointment of Vishal Kumar Gupta as Non-Executive Nominee Director on the Board of Director of the company in the forthcoming 22ndAnnual General Meeting of the Company.

D Independent directors

During the year under review, all the independent directors had submitted the Declaration of Independence, as required pursuant to section 149(7) of the Companies Act, 2013 stating that they meet the criteria of independence as provided in section 149 (6) of the Companies Act, 2013 read with clause 49 of the Listing Agreement or as per applicable regulation of SEBI LODR, 2015

E Fit and proper criteria for directors in terms of Revised Regulatory Framework for NBFC

During the year under review, all the non-executive / independent directors had submitted the ‘Fit and Proper Criteria Declaration’ required pursuant to Revised Regulatory Framework for NBFC notified by RBI vide notification dated 10th November 2015 as part of Corporate Governance norms.

F Directors’ profile

A brief resume of Directors, nature of their expertise in specific functional areas and names of companies in which they hold Directorships, brief resume of Directors, nature of their expertise in specific functional areas and names of companies in which they hold Directorships, Memberships /Chairmanships of Board Committees, and shareholding in the Company are provided in this of Board Committees, and shareholding in the Company are provided in this Report.

31) Performance Evaluation of the Board, its Committees and Individual Directors

Pursuant to applicable provisions of the Companies Act, 2013 and the Listing Agreement with Stock Exchanges, the Board, in consultation with its Nomination & Remuneration Committee, has formulated a framework containing, inter-alia, the criteria for performance evaluation of the entire Board of the Company, its Committees and Individual Directors, including Independent Directors.

Pursuant to the provisions of the Companies Act, 2013 and in terms of requirement of Regulation 17(10) of SEBI LODR, 2015 read with Clause 49 of the Listing Agreement, the Board has carried out an Annual Performance Evaluation of its own performance, the Directors individually as well as the evaluation of the working of the Committees. On the basis of performance evaluation done by the Board, it shall be determined whether to extend or continue their term of appointment, whenever the respective term expires.

The Independent Directors had met separately without the presence of Non-Independent Directors and the members of management and discussed, inter-alia, the performance of no independent Directors and Board as a whole and the performance of the Chairman of the Company after taking into consideration the views of Executive and Non-Executive Directors.

The Nomination and Remuneration Committee has also carried out evaluation of every Director’s performance during Financial Year 2015-16.

32) Separate Meeting of Independent Director

During the year under review, the Independent Directors of the Company meets without the presence of non-independent directors on 29th March 2016, in terms of Section 149(8) and Schedule - IV and Clause 49 (B) (II) (6) read with regulation 25(3) & (4) of SEBI LODR, 2015, without the attendance of no independent directors and members of management.

They met to discuss the inter-alia amongst other items the following mandatory items viz., (a) to review the performance of non-independent directors and the Board as a whole; (b) to review the performance of the Chairperson of the company, taking into account the views of executive directors and non-executive directors; (c) to assess 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.

33) Disclosure on Audit Committee

The Audit Committee as on March 31, 2016 comprises of the following Independent Directors viz. Mr. Praveen Sethia, Mr. Vishal Kumar Gupta, Mr. Rakesh Kumar Joshi.

Further, all recommendations of Audit Committee were accepted by the Board of Directors.

The detailed Audit Committee and its terms of reference and meetings held and attended by the members during the year are mentioned in Corporate Governance Report Section.

During the year under review, the company has complied the requirements of Section 178 of the Companies Act, 2013 and Clause 49 of the Listing Agreement and wherever applicable regulation 18 of SEBI LODR, 2015. The Members of the Audit Committee possess financial / accounting expertise / exposure. The Company Secretary of the Company acts as the Secretary to the Committee.

The Statutory Auditors, the Chief Financial officer of the Company attends and participates in the meetings of the Audit Committee.

34) Disclosure on Nomination and Remuneration Committee and Nomination and Remuneration Policy

The Nomination and Remuneration Committee as on March 31, 2016 comprises of the following Directors viz. Mr. Praveen Sethia (Non-executive Independent Director); Sanjeev Goel (Managing Director); Mr. Vishal Kumar Gupta (Non-executive Nominee Director), Mr. Rakesh Joshi (Non-executive Independent Director) and My. Y.L Madan (Non-executive Independent Director).

Further, all recommendations of Nomination and Remuneration Committee were accepted by the Board of Directors. The detailed Nomination and Remuneration Committee and its terms of reference and meetings held and attended by the members during the year are mentioned in Corporate Governance Report Section.

The detailed Nomination and Remuneration Committee and its terms of reference and meetings held and attended by the members during the year are mentioned in Corporate Governance Report Section.

The Board of Directors of your Company has, on recommendation of the Nomination & Remuneration Committee, framed the policy on appointment of Board members including criteria for determining qualifications, positive attributes, independence of a Director and the policy on remuneration of Directors pursuant to the requirement under Section 134(3)(e) and Section 178(3) of the Companies Act, 2013,

During the year under review, the company has complied the requirements of Section 177 of the Companies Act, 2013 and Clause 49 of the Listing Agreement and wherever applicable regulation 19 of SEBI LODR, 2015. The Company Secretary of the Company acts as the Secretary to the Committee.

The Policy is annexed at Annexure No. 11 to this report which forms integral part of this report. The contents of the policy are uploaded in company website and also stated in the Corporate Governance Report.

35)Familiarization Policy and Programme

During the year under review no new Independent Directors were appointed and hence no Familiarization Programme is required to be conducted in terms of requirement of clause 49 of the Listing Agreement and or wherever applicable regulation 25 (7) of SEBI LODR, 2015.

However, your Company, from time to time throughout years, has been familiarizing all the Independent Directors on its Board with detailed presentations by its business / functional heads on the Company operations, strategic business plans, new products and technologies, including significant aspects of the Industry and its future outlook.

The Familiarization Policy is also annexed at Annexure No. 12 to this report.

36) Disclosure of Board and Committee Meeting Process

A Board material distributed in advance

The agenda and notes on agenda are circulated to Directors in advance, and in the defined agenda format. All material information is incorporated in the agenda for facilitating meaningful and focused discussions at the meeting. Where it is not practicable to attach any document to the agenda, it is tabled before the meeting with specific reference to this effect in the agenda. In special and exceptional circumstances, additional or supplementary item(s) on the agenda are permitted.

B Recording minutes of proceedings at board and

The Company Secretary records minutes of proceedings of each Board and Committee meeting. Draft minutes Company Secretary records minutes of proceedings of each Board and Committee meeting. Draft minutes are circulated to Board/Board Committee members for their comments. The minutes are entered in the Minutes Book within 30 days from the conclusion of the meeting.

C Post meeting follow- up mechanism

The guidelines for Board and Board Committee meetings facilitate an effective post meeting follow-up, review and reporting process for decisions taken by the Board and Board Committees thereof. Important decisions taken at Board/ Board Committee meetings are communicated promptly to the concerned departments/divisions. Action-taken report on decisions/minutes of the previous meeting(s) is placed at the succeeding meeting of the Board/Board Committee for noting.

D Finalization of meetings

The Chairman of the Board and Company Secretary, in consultation with other concerned members of the senior management, finalize the agenda for Board meetings.

E Compliance

The Company Secretary, while preparing the agenda, notes on agenda and minutes of the meeting(s), is responsible for and is required to ensure adherence to all applicable laws and regulations, including the Companies Act, 1956/ Companies Act, 2013 read with rules issued there under, as applicable and the Secretarial Standards as Notified by Ministry Corporate Affairs and issued by the Institute of Company Secretaries of India, as applicable.

37) Directors’ Responsibility Statement

Pursuant to the requirements of Section 134 (5) of the Companies Act, 2013, with respect to Directors’ Responsibility Statement, it is hereby stated that:

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(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 profit and 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 this Act 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; and

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

38) Internal Financial Control (IFC) and its adequacy on Financial Reporting

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

The Board of Directors confirms that the company has established systems, standards, processes and structure which supports to implement Internal Financial controls across the organization and which provide reasonable assurance regarding reliability of financial reporting and preparation of financial statements. The Directors Responsibility Statement (DRC) also emphasis that company’s IFC are adequate and operating effectively with respects to financial statements.

39) Statutory Auditors and their Report

Pursuant to the provisions of section 139 of the Companies Act, 2013 and the Rules made there under, on recommendation of the

Audit Committee, the Board of Directors in its meeting held on 6th August 2015 and subsequently Shareholders by passing ordinary resolution in the 21st Annual General Meeting of the Company held on 24th September 2015 had approved the appointment of S.R. Batliboi & Associates LLP (LLP Identity No AAB-4295), Chartered Accountants (Firm No. FRN 101049W) (hereinafter referred to as Current Statutory Auditors) as Statutory Auditors of the Company for conducting the Statutory Audit for the Financial Year Ended 31st March 2016 and to hold office for the period starting from 21st Annual general Meeting till conclusion 22nd Annual General Meeting on the remuneration decided by the Board of Directors.

Pursuant to the provisions of section 139 of the Companies Act, 2013 and the Rules made there under, on recommendation of Audit Committee, the Board recommends the re-appointment of Current Statutory Auditors from 22nd Annual General Meeting till conclusion of 27th Annual General Meeting for conducting the statutory Audit subject to ratification of their appointment at every annual general meeting), at such remuneration as shall be fixed by the Board of Directors of the Company.

The Auditor’s Report for the financial year ended 31st March 2016 does not contain any qualification, reservation or adverse remark or disclaimer.

40) Internal Auditor and their Report

During the year under review, the Internal Audit was conducted by the MAZARS and presented

The Board of Directors had appointed MAZARS as an Internal Auditor to carry out Internal Audit of the Company for the Financial Year 2015-16, pursuant to the provisions of section 138 of the Companies Act, 2013 and Rules made there under the Company in the Board Meeting held 5th November 2015.

The Internal Audit Report is presented to the Audit Committee for its review

41) Risk Management Policy

The Company has in place a Risk Management Policy in line business requirement.

The Risk Management was originally constituted on 8th January 2013 and was reconstituted from time to time according to need of the company. The Risk Management Committee has been entrusted with the responsibility of Formulation of policies, procedures and practices to identify, evaluate, address and monitor risk and to ensure business growth plans are supported by effective risk infrastructure. The Risk practices and conditions adopted are appropriate for the business environment and to assist the Board in discharge of its duties & responsibilities and in overseeing that all the risks that the organization faces such as strategic, financial, credit, market, liquidity, security, property, IT, legal, regulatory, reputational and other risks have been identified and assessed and there is an adequate risk management infrastructure in place capable of addressing those risks.

The detailed information on Risk Management Committee its constitution, its meeting held and attended during the year under review is separately mentioned in Corporate Governance Report Section.

The Company has introduced several improvements to existing internal policies / processes / framework / audit methodologies to mitigate / minimize the enterprise risk.

42) Whistle Blower / Vigil Mechanism

The Company promotes ethical behavior in all its business activities and has put in place a mechanism of reporting illegal or unethical behavior. The Company has a whistle blower policy / vigil mechanism in terms of requirement of Section 177 (9) and other applicable provisions of the Companies Act, 2013 read with clause 49(II) (F) of the revised Listing Agreement effective from 1st October 2015 and read with Regulation 4(2) (d) (iv) of SEBI LODR, 2015 wherein the employees are free to report violations of laws, rules, regulations or unethical conduct to their immediate supervisor or such other person as maybe notified by the management to the workgroups. The confidentiality of those reporting violations is maintained and they are not subjected to any discriminatory practice

The Whistle Blower / Vigil Mechanism Policy is also available on our Company website to report any genuine concerns about unethical behavior, any actual or suspected fraud or violation of Company’s Code of Conduct in terms of revised listing Agreement and regulation 46(2)(e) of SEBI LODR, 2015.

The Audit Committee of your company also reviews the functioning of the whistle blower mechanism on quarterly basis;

43) Particulars of Employees, Key Managerial Personnel and Related Disclosures

During the year under review, the information related to Statement of particulars of employees pursuant to the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5(2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 for the financial year ended 31st March, 2016 is annexed at Annexure - 13 which forms part of this report.

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed at Annexure - 14 which forms part of this report.

Also in terms of provisions of section 136(1) of the said Act, these particulars will be made available to shareholder on request. The said information is available for inspection at the registered office of the Company during working hours and any member interested in obtaining such information may write to the Company Secretary and the same will be furnished on request.

The full Annual Report including the aforesaid information is being sent electronically to all those members who have registered their email addresses and is available on the Company’s website.

None of directors is holding any shares in the company except Mr. Sanjeev Goel, Managing Director holding 644464 fully paid equity shares as individual promoter category and Mr. Praveen Sethia holding 18 fully paid equity shares in individual no promoter category.

None of directors is having any pecuniary relationship with the company except Mr. Y.L. Madan, Non-executive Independent Director and Mr. Dhruv Prakash, Non-executive Independent Director who are having business relationship in the ordinary course of business and on arm’s length basis.

During the year under review, Mr. Dhruv Prakash, Non-executive Independent Director was paid Rs. 6.00 Lacs up to the month of September 2016 towards consultancy of HR services which is in ordinary course of business and on arm’s length basis. Besides, Mr. Y.L. Madan, Non-executive Independent Director was also paid Rs. 6.00 Lacs towards consultancy of Treasury Services which is in ordinary course of business and on arm’s length basis.

During the year ended March 31, 2016, Mr. Sanjeev Goel, Managing Director was paid the remuneration amounting Rs. 1.22 crore (Rupees One crore twenty lakhs only) the break-up of which is mentioned in Annexure -7 of this report. The remuneration paid is over and above the amount mandated by the provisions of section 197 read with Schedule V of the Companies Act, 2013, by Rs.74.47 lakhs as at March 31, 2016. The Company will seek approval from the shareholders for the managerial remuneration paid in excess by Rs.66.17 lakhs and balance Rs.8.00 lakhs will be received back from director. Till such approval is obtained from shareholders, the amount is held in trust for the company. Pending receipt of approval, no adjustments are considered necessary in the financial statements.

44) Particulars of Loans, Guarantees or Investments Under Section 186 of the Companies Act, 2013

Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 form part of the Notes to the financial statements provided in this Annual Report pursuant to Section 134(3) (g) of the Companies Act, 2013.

45) Green Initiatives and E-Voting

Your Company has promoted and administered the ‘Green Initiative’ proposed by the Ministry of Corporate Affairs and the Company has been effecting the electronic delivery of Notice of Annual General Meeting and Annual Report to the shareholders whose email ids are registered with the respective depository participants. The Companies Act, 2013 and Rules there under, Listing Regulations provides for circulation of Financial Statements electronically to the shareholders.

For other members who have not registered their email addresses, physical copy of the Annual Report and Notice of AGM are sent in the permitted mode. Members requiring physical copies can send a request to Compliance Officer of the Company.

The Company is providing e-voting facility to all its members to enable them to cast their votes electronically on all the resolutions set forth in the Notice. This is pursuant to Section 108 of the Companies Act 2013 and Rule 20 of the Companies (Management and Administration) Rules 2014.The instructions for e-voting is provided in the Notice.

46) Reminder to investors:

Reminders for unclaimed shares, unpaid dividend are sent to shareholders/debenture holders as per records every year.

47) Disclosures Under Section 217(1)(E) of The Companies Act,1956

The Details Of Conservation Of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo is information is furnished below, pursuant to provisions of Section 134 of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014

Rule
8 (3) (A)	Conservation of Energy:	Not Applicable
8 (3) (B)	Technology Absorption:	Not Applicable
8 (3) (C)	Foreign Exchange Earnings And Outgo	Current Year	Previous Year
	Out flow:	NIL	NIL
	Inflow:	NIL	NIL

48) Annual Report

The Annual Report containing, inter alia, Audited Financial Statement, Consolidated Financial Statements, Directors’ Report, Auditors’ Report and other important information is circulated to members and others entitled thereto. The Management’s Discussion and Analysis (MD&A) Report forms part of the Annual Report and is displayed on the Company’s website.

49) BSE Corporate Compliance & Listing centre (The ’listing Centre''):

BSE’s Listing Centre is a web-based application designed for corporate. All periodical compliance filings like shareholding pattern, corporate governance report, media releases, among others are also filed electronically on the Listing Centre.

50) SEBI Complaints Redress System (Scores)

The investor complaints are processed in a centralized web-based complaints redress system. The salient features of this system are: Centralized data base of all complaints, online upload of Action Taken Reports (ATRs) by concerned companies and online viewing by investors of actions taken on the complaint and its current status

51) HRD Initiatives- Training & Development

The Company recognizes the importance of Human Resource and the continuous need for development of the same. The Company stresses on the need to continuously upgrade the competencies of its employees and equip them with the latest developments. In order to achieve this, the Company organizes various programs including in-house training and professional skills development programs across all levels of employees. The company also for the year 2015-16, focused on Regional Level Induction & training covering corporate presentations & function specific knowledge and skills.

Training Basic Certification Module Process for Sales and Collection has also been implemented and has achieved 45 certifications.

As part of HRD Initiatives, the company has started giving Monthly Extra Miler awards based on various parameters viz. Result, Boundary less Behavior, Operational Excellence, Positive Attitude & Behavior .

52) Report Under The Prevention Of Sexual Harassment Act

Your Company recognizes its responsibility and continues to provide a safe working environment for women, free from sexual harassment and discrimination and to boost their confidence, morale and performance.

Pursuant to the legislation ‘Prevention, Prohibition and Redressal of Sexual Harassment of Women at Workplace Act, 2013’ introduced by the Government of India, which came into effect from 9 December 2013, the Company has framed a Policy on Prevention of Sexual Harassment at Workplace which is also reviewed by the Committee at regular intervals. There was no case reported during the year under review under the said Policy.

The employee relations in the Company continued to be healthy, cordial and progressive.

53) Acknowledgements

The Board of Directors would like to convey their appreciation to the Customers, Shareholders, Vendors, Banks, Financial Institutions, various Government Authorities, RBI, SEBI and Stock Exchanges for their cooperation and support throughout the year.

The Board recognizes that it is accountable to shareholders for the performance of the Company, believes in transparency in its conduct and strives to disseminate the material information to the shareholders and the public.

Looking forward to receive continued patronage from all our business partners and associates to become better and strong organization.

The Board of Directors would also place on record the appreciation for the contributions made by the employees at all levels.

Your Directors place on record their gratitude to the Central Government, State Governments and Company’s Bankers for the assistance, co-operation and encouragement they extended to the Company. Your Directors also wish to place on record their sincere thanks and appreciation for the continuing support and unstinting efforts of investors, vendors, dealers, business associates and employees in ensuring an excellent all around operational performance.

For Intec Capital Limited

Date : 26th August, 2016 Sanjeev Goel S.K. Goel

Place: New Delhi Managing Director Non Executive Independent Director

---

Mar 31, 2015

The Directors have pleasure in presenting their report on business and operations of the Company together with 21st Annual Audited Accounts for the financial year ended 31st March, 2015.

1) FINANCIAL HIGHLIGHTS

For the financial year ended 31st March, 2015:

(Rs.in lakhs)

Standalone Consolidated Particulars 2014 2014

Profit/(Loss) before tax 2657.82 2442.95

Less: Provision for Taxation Current Tax 1613.27 1613.27

Deferred Tax -837.45 -837.45

Current Tax for earlier years 65.54 65.54

Profit/(Loss) after tax 1816.46 1601.59

Add: Balance brought forward from last year 2786.83 2785.69

Less: Adjustment of goodwill relating to earlier years 251.85 251.85

Less: Adjustment of assignment income relating to earlier - -

years

Less: Accelerated depreciation due to transition provision - -

Surplus available for appropriation 4351.44 4135.43

Less: Appropriations

Proposed Equity Dividend 71.42 71.42

Preference Dividend 31.18 31.18

Tax on Proposed Dividend 17.44 17.44

Transfer to Reserve Fund u/s 45IC 363.29 363.29

of RBI Act, 1934

Surplus carried to Balance Sheet 3868.11 3652.10

The Financial Results of the company are elaborated in the Management Discussion Analysis Report (MDAR) section in this Annual Report.

2) Operations

Detailed information on the operations of the Company and details on the state of affairs of the Company are covered in the Management Discussion and Analysis Report.

3) Dividend

The company continues to evaluate and manage its dividend policy to build long term shareholder value.

Your Directors recommends a Final Dividend of H0.50 (i.e. 5%) per Equity Share having face value of H10/- each on the fully paid up Equity Share Capital of the Company for the Financial Year ended 31st March 2015.

The Final Dividend paid for the Financial Year ended 31st March 2014 was also H0.50 (i.e. 5%) per Equity Share having face value of H10/- each on the fully paid up Equity Share Capital of the Company.

The Final Dividend, if approved by the members in the forthcoming 21st Annual General Meeting, will be paid to the eligible members as per stipulated Companies Act.

The dividend will be paid to members whose names appear in the Register of Members as on record date as mentioned in forthcoming Notice of 21st Annual General Meeting and in respect of shares held in dematerialized form, it will be paid to members whose names are furnished by National Securities Depository Limited and Central Depository Services (India) Limited, as beneficial owners as on that date.

4) Unclaimed Dividend Transfer to Investor Education & Protection Fund (IEPF)

The Company sends letters to all shareholders whose dividends are unclaimed so as to ensure that they receive their rightful dues. Efforts are also made in co-ordination with the Registrar to locate the shareholders who have not claimed their dues.

Pursuant to Section 205C of the Companies Act, 1956 read with the Investor Education and Protection Fund (Awareness and Protection of Investors) Rules, 2001, during the year under review.

The unclaimed / unpaid dividend for FY 2006-07 amounting H170454.00 (One Lac Seventy thousand four hundred fifty four only) have been transferred / credited to IEPF on 07th November, 2014.

The cumulative unclaimed / unpaid dividend amount up to FY 2006-07 lying in the credit of IEPF as at 31st March 2015 is amounting H314934.00 (Rupees Three Lac Fourteen thousand Nine Hundred Thirty Four).

Pursuant to the provisions of Investor Education and Protection

Fund (Uploading of information regarding unpaid and unclaimed amounts lying with companies) Rules, 2012, the Company has uploaded the details of unpaid and unclaimed amounts lying with the Company as on 24th September 2014 (date of last Annual General Meeting) on the Company's website (www. inteccapital.com) and on the website of the Ministry of Corporate Affairs.

The unclaimed / unpaid dividend amount for the FY 2007- 08 as on 31st March, 2015 is due for transfer to IEPF on 07th November, 2015 amounting H171374.00 (One Lac Seventy One thousand Three hundred Seventy four only)

Those members who have not yet claimed / encased are requested to claim the same at the earliest before transfer to IEPF.

5) Share Capital

The paid-up Equity Share Capital of the Company as on 31 March 2015 is H18.36 crore.

There was no public issue, rights issue, bonus issue or preferential issue etc. during the year. The Company has not issued shares with differential voting rights, sweat equity shares nor has it granted any stock options.

6) Registration as a Systemically Important Non-Deposit taking NBFC and its Disclosures

Your Company was registered on 4th May 1998 by Reserve Bank of India as a Non-Banking Financial Institution (Non-Deposit taking). In terms of provisions of Non-Banking Financial (Non- Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2007, your Company is categorized as a 'Systemically Important Non-Deposit taking Non-Banking Financial Company'.

Your company has attained the status of Asset Finance Company and got converted into NBFC-AFC on 7th April 2014

The disclosures as prescribed by Non-Banking Financial (Non- Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2007 and other NBFC Directions have been made in this Annual Report.

7) RBI Revised Regulatory Framework

During the year under review, the RBI has notified the comprehensive Revised Regulatory framework for Non-Banking Financial Companies vide notification dated 10th November 2015.

The RBI framework key changes is on minimum NOF, definition of systematically important NBFC's, asset classification norms for NPA, Provisioning for Standard Assets, Corporate governance

and disclosure norms, Fit and proper criteria for directors, Prudential Norms, Fair Practice code, disclosures in financial Statements.

Your company is adhering to RBI Revised regulatory framework.

8) Non Acceptance of Public Deposits

Your Company has not accepted public deposits during the year under review in terms of chapter-V of the Companies Act, 2013 and hence there are no defaults in repayments of amount of principle or interest as on date of Balance Sheet.

9) Credit Rating Agencies

During the year under review, the company has sustained its Long Term Credit Rating assigned to the long term bank facilities by Credit Analysis & Research Limited (CARE) is CARE BBB (Triple B Plus) for an amount of H 675 crore and for commercial papers is CARE A1 (SO) for an amount of H10 crore

The rating indicates highest degree of safety regarding timely servicing of financial obligation. The rated instrument carries lowest credit risk.

10) Transfer to Reserves

During the year under review Company has transferred H 128.65 lakhs to the Reserves Fund from the profits of the Company in accordance with the provisions of Section 45IC of the Reserve Bank of India Act, 1934.

11) Capital Adequacy Ratio

The Company's total Capital Adequacy Ratio (CAR) as on 31st March, 2015 stood at 21.53% as compared to 22.63% for the previous year as a percent of the aggregate risk weighted assets on balance sheet and risk adjusted value of the off-balance sheet items, which is well above the regulatory minimum of 20.00%.

12) Depository System

As the members are aware, the Company's shares are compulsorily tradable in electronic form.

As on March 31, 2015, the Company's total paid-up Capital representing number of shares is in dematerialized form and in physical form is mentioned below.

Category Number of equity %age of the Company's shares total paid-up share Capital

1 Demat 18098514 98.54

2 Physical 267736 1.46

3 Total 18366250 100.00

In view of the numerous advantages offered by the Depository system, members holding shares in physical mode are advised to avail of the facility of dematerialization from either of the Depositories.

13) Management Discussion Analysis Report (MDAR)

The Management Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, is presented in a separate section and annexed at Annexure – 1 to this report and forms part of the Annual Report.

14) Corporate Governance Report and its Compliance Certificate

The Company is committed to maintain the highest standards of corporate governance and adhere to the Corporate Governance requirements set out by SEBI. The report on Corporate Governance as stipulated under clause 49 of the Listing Agreement forms an integral part of this Report.

The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement is annexed at Annexure – 2 to this report and forms integral part of the Annual Report.

The requisite Certificate from the practicing Company Secretary of the Company confirming compliance with the condition of Corporate Governance as provided under the aforesaid Clause 49 is annexed at Annexure – 3 to this report and forms integral part of the Annual Report.

All Board members and Senior Management personnel have affirmed compliance with the Code of Conduct for the year 2014- 15. A declaration to this effect signed by the Managing Director of the Company is annexed at Annexure – 4 to this Report and forms integral part of this Annual Report.

The Certificate by Managing Director and Chief Financial Officer on financial statements as stipulated under Clause 49 of the Listing Agreement is annexed at Annexure – 5 to this report and forms integral part of the Annual Report.

15) Subsidiary Company and its Performance

We have one 100% Wholly Owned Subsidiary i.e. Amulet Technologies Limited which was incorporated as private limited company on 30th April 2011. It converted in public limited company on 27th March 2012.

The Primary objective of company is to offer consultancy, advisory & all related services in all areas of information technology including computer hardware & software, data communication, telecommunications, manufacturing & process control & automation, artificial intelligence, natural language processing. Pursuant to Section 129(3) of the Companies Act, 2013 and Accounting Standard- 21 issued by the Institute of Chartered Accountants of India, Consolidated Financial Statements presented by the Company include the Financial Statements of its Subsidiaries.

Further, Pursuant to Section 129(3) of the Companies Act, 2013, a separate statement containing the salient features of the financial statements of subsidiary Company in the prescribed form AOC-1 has been annexed at Annexure – 6 to this report and forms integral part of the Annual Report.

In terms of provisions of 4th proviso of Section 136 of the Companies Act, 2013, the Company shall place separate Audited Accounts of the Subsidiary Companies on its website at www. inteccapital.com.

The Company will make available physical copies of these documents upon request by any shareholder of the Company/ subsidiary interested in obtaining the same.

These documents shall also be available for inspection at the registered office of the Company during business hours up to the date of ensuing Annual General Meeting.

16) Performance and Financial Position of Subsidiary Company included in Consolidated Financial Statement

The detailed report on performance and financial position of subsidiary company is discussed in Management Discussion Analysis Report and also included in the consolidated Financial Statements, pursuant to Section 134 of the Companies Act, 2013 and Rule 8(1) of the Companies (Accounts) Rules, 2014

17) Abridged Financial Statements

In accordance with the listing agreement with Stock Exchanges and Section 136 of the Companies Act, 2013 read with Rule 10 of the Companies (Accounts) Rules, 2014 of the said Act, the Abridged Annual Report containing salient features of the Financial Statements, including Consolidated Financial Statements, for the financial year 2014-15, along with statement containing salient features of the Directors' Report (including Management Discussion & Analysis and Corporate Governance Report) is being sent to all shareholders who have not registered their email address(es) for the purpose of receiving documents/ communication from the Company in electronic mode.

Full version of the Annual Report 2014-15 containing complete Balance Sheet, Statement of Profit & Loss, other statements and notes thereto, including Consolidated Financial Statements, prepared as per the requirements of Schedule III to the Companies Act, 2013, Director's Report (including Management

Discussion and Analysis Report, Corporate Governance Report and Business Responsibility Report) are being sent via email to all shareholders who have provided their email address(es).

Full version of Annual Report 2014-15 is also available for inspection at the registered office of the Company during working hours upto the date of ensuing Annual General Meeting (AGM). It is also available at the Company's website at www. inteccapital.com.

A Cash Flow Statement for the year 2014-15 is attached to the Balance Sheet.

18) Consolidated Financial Statements

The directors also present the audited consolidated financial statements incorporating the duly audited financial statements of the subsidiaries and as prepared in compliance with the Companies Act, 2013, Accounting Standards and the Listing Agreement as prescribed by SEBI.

A separate statement containing the salient features of its subsidiary as per prescribed Form No. AOC- 1 is annexed at Annexure No. 6 separately.

19) Material Changes and Commitments

There have been no material changes and commitments, affecting the financial position of the Company, which have occurred between the end of the financial year of the Company and the date of this Report.

20) Significant and Material Orders Passed by The Regulators or Courts

During the year under review, there were no significant and material orders passed by the regulators or courts or tribunals, which may impact the going concern status of the Company and its operations in future.

21) Internal Financial Control System (IFCS) and its Adequacy

The Company has satisfactory internal control system.

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

The Company has a well-placed, proper and adequate internal financial control system which ensures that all assets are safeguarded and protected and that the transactions are authorized recorded and reported correctly. The Company's internal financial control system also comprises due compliances with Company's policies and Standard Operating Procedures (SOPs) and audit and compliance by in-house Internal Audit Division, supplemented by internal audit checks from Independent Internal Auditors of the Company.

The Companies Act, 2013 re-emphasizes the need for an effective Internal Financial Control system in the Company. The system should be designed and operated effectively. Rule 8(5)(viii) of Companies (Accounts) Rules, 2014 requires the information regarding adequacy of Internal Financial Controls with reference to the financial statements to be disclosed in the Board's report.

To ensure effective Internal Financial Controls the Company has laid down the following measures:

- The Company also has a robust Management Information System which is an integral part of the control mechanism.

- All key operations are executed through Standard Operating Procedures (SOPs) in all functional activities for which key manuals have been put in place. The manuals are updated and validated periodically.

- All legal and statutory compliances are ensured on a monthly basis through a various compliance tools and framework. Non-compliance, if any, is seriously taken by the management and corrective actions are taken immediately. Any amendment is regularly updated by internal as well as external agencies in the system.

- The Company has developed various comprehensive compliance processes and framework which are modified according to requirement and which prescribed the role and responsibility of various persons who is responsible for compliance.

- The Internal Auditors independently evaluate the adequacy of internal controls and concurrently audit the majority of the transactions in value terms. Independence of the audit and compliance is ensured by direct reporting of Internal Audit Division and Internal Auditors to the Audit Committee of the Board.

- The audit reports for the above audits are compiled and submitted to Audit Committee for review and necessary action.

- The Company has a comprehensive risk management framework.

- The Company has a robust mechanism of building budgets

at an integrated cross- functional level. The budgets are reviewed on a monthly basis so as to analyze the performance and take corrective action, wherever required.

- The Company has a system of Internal Business Reviews. All departmental heads discuss their business issues and future plans in monthly review meetings. They review their achievements in quarterly review meetings.

- The Company has in place a well-defined Whistle Blower Policy/ Vigil Mechanism.

- The Compliance of secretarial functions is ensured by way of secretarial audit.

- The control system is improved and modified on continuous basis to meet the changes in business, statutory and accounting requirements.

- The Audit Committee of the Board and Statutory Auditors periodically reviews the internal audit findings and corrective actions are taken.

- The Company has Mechanism in place for handling the grievances related to the customers. The NON GRO grievances are directly handled by the customer care department and others are handled by GRO itself.

- The company has adopted Sexual Harassment policy.

22) Extract of Annual Return as per Section 92(3) and in Form Mgt-9

The extract of Annual Return as on March 31, 2015 in the prescribed Form No. MGT-9, pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12 (1) of the Companies (Management and Administration) Rules, 2014 is annexed at Annexure No. 7 and forms integral part of this Report.

23) Related Party Transactions

The Company has in place a Related Party Transactions Policy (RPT Policy) in line with section 188 and other applicable section of the Companies Act, 2013 read with and clause 49 of the Listing Agreement. The Policy on RPTs as approved by Board is also uploaded on the Company's website www.inteccapital.com

During the financial year under review, in terms of section 134(3) (h) read with sub-section (1) of section 188 read with third proviso of section 188(1) of the Companies Act, 2013 and read with clause 49 of the Listing Agreement, your Company has not entered into any material transaction (as per Clause 49 of the Listing Agreement) with any of its related parties which may have potential conflict with the interest of the Company at large.

Besides, during the year under review, all related party transactions done by the Company were in ordinary course of business and at arm's length and were placed in the meetings of Audit Committee for its omnibus approval and subsequently placed before the board for its review, noting and approval wherever required pursuant to section 177 of the Companies Act, 2013 read with clause 49 of the Listing Agreement and read with Company's RPT policy.

Your Directors draw attention of the members to Note No. 2.29 to the financial statement which sets out related party transactions in terms of Accounting Standard 18.

The disclosures pursuant to section 13(4)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014) in prescribed form AOC-2 is annexed at Annexure – 8 to this report.

24) Corporate Social Responsibility (CSR) and its Report

The Company has in place a CSR Policy in line with Schedule VII of the Companies Act, 2013. As per the policy the CSR activities are focused not just around the plants and offices of the Company, but also in other geographies based on the needs of the communities.

Intec's vision is to help children achieve their ambitions in the right way by playing a broader role in the communities in which we live and work beyond what we deliver through core business activities. We do this through community investment programmes and the direct efforts of our colleagues. By aligning our community investment strategy to our skills and experience as an NBFC, the positive impact of our activity is much more than just a financial contribution

Our Purpose is – "to actively contribute to the social and economic development of the communities in which we operate. In so doing build a better, sustainable way of life for the poor and disadvantaged children and raise the country's human development index.

The Company is committed to play a broader role in the communities in which it operates by way of supporting various initiatives through funding, fund raising and/or volunteering activities.

Your Company undertakes its Corporate Social Responsibility (CSR) activities through a variety of effective programs. In order to achieve its goal, the company will undertake and support the under privileged children by focusing in following four areas:

a) Providing elementary education

b) Providing vocational knowledge

c) Providing Financial literacy and Mathematical enhancement

d) Eradication of poverty and providing basic amenities of Food, shelter and health to such children

In addition to this, the Company will also undertake intervention in the areas of disaster relief, environment, rural and urban infrastructure and building social capital infrastructure.

These activities are broadly in accordance with the Schedule VII of the Companies Act, 2013.

The Board of Directors and the CSR Committee review and monitor from time to time all the CSR activities being undertaken by the Company.

The Annual Report on Corporate Social Responsibility (CSR) and on CSR Activities Pursuant to clause (o) of sub-section (3) of section 134 of the Act and Rule 9 of the Companies (Corporate Social Responsibility) Rules, 2014 is annexed at Annexure – 8 to this report which forms integral part of Annual Report.

The contents of the CSR Policy as well as the CSR activities undertaken by the Company are available on the Company website.

25) Reasons for not Incurring 2% CSR Expenditure

The reasons for not incurring 2% CSR Expenditure as prescribed in the Companies at, 2013 read with rules made thereunder is mentioned below.

As 2014-15 was the first year of the concerned provision, the Company was in the process of conceptualizing and operationalizing the right framework and feasible projects for the activity. In the Financial Year 2014-15, the Company had approved the CSR Budgets for an amount not exceeding H 5 lakhs but could not incur the required expenditure on CSR Projects and activities.

26) Information on Voluntary Delisting in Terms of Applicable Laws

During the period under review, the acquirers have sent the proposal of voluntary delisting of equity shares of the Intec Capital Limited from BSE and DSE to the Board of Directors of the Company in terms Securities and Exchange of India (Delisting of Equity Shares) Regulations, 2009. The aforesaid delisting proposal was accepted by the Board of directors subject to the applicable regulations and laws and subject to the approval of shareholders through postal ballot.

Your company had sought shareholders' approval through postal ballot for aforesaid delisting of equity shares of the Company which was passed by the shareholders on 25th September 2014.

Subsequently, Acquirers has given the public announcement on November 12, 2014 and the company has dispatched letter of offer and bid forms to the shareholders on November 24, 2014 which was recognized as the specified date.

Further the letter of offer was for acquisition of 46,55,586 Equity shares held by public constituting 25.35% of the equity Share capital of the Company and the floor price decided for the acquisition of Equity shares was 109.45. The Bid period i.e. the opening date of offer was December 11, 2014 and the end date of bid period was December 17, 2014 .Further it was sated that upon acquisition of a minimum 28,18,961, Equity shares and fulfillment of the condition stipulated under the Delisting Regulations and the public announcement and the letter of offer sent to shareholders , the Acquirer and the company will seek to voluntarily delist its Equity shares from the stock exchanges.

On December 18th 2014 company had received a letter from the acquirers intimating that the delisting offer has been unsuccessful as the number of equity Shares tendered by the public shareholders of the Company during the bid period has not reached the minimum number of Equity Shares required to be accepted by the acquirers as stipulated in Regulation 17 of the SEBI Delisting Regulation 2009 so the delisting offer has been unsuccessful.

27) Statutory Auditors and their Report

Pursuant to the provisions of section 139 of the Companies Act, 2013 and the Rules made thereunder, BSR & Associates LLP, Chartered Accountants (Firm No 116231 W / W – 100024), Gurgaon, Haryana (hereinafter to as "Resigning Statutory Auditors") were re-appointed as Statutory Auditors by the shareholder at 20th Annual General Meeting held on 24th September 2014 for conducting the Statutory Audit for the Financial year ended 31st March 2015 and to hold office from conclusion of 20th Annual General Meeting to conclusion 21st Annual General Meeting.

The aforesaid 'Resigning Statutory Auditors' have tendered their resignation with immediate effect vide their Letter dated 17th March 2015 from the post of Statutory Auditor due to paucity of time in auditing resulting into casual vacancy in the office of Statutory Auditor of the Company as envisaged by Section 139(8) of the Companies Act 2013.

On recommendation of the Audit Committee, the Board of Directors in its meeting held on 20th March 2015 and subsequently Shareholders by passing ordinary resolution through Postal Ballot on 8th May 2015, had approved the appointment of S.R. Batliboi & Associates LLP (LLP Identity No AAB-4295), Chartered Accountants (Firm No. FRN 101049W)

having its office at 14th Floor, The Ruby, 29 Senapati Bapat Marg, Dadar (West), Mumbai-400028 (herein after referred to as Current Statutory Auditors) as Statutory Auditors of the Company to fill the Casual Vacancy caused due to resignation of Resigning Statutory Auditors for conducting the Statutory Audit for the Financial Year Ended 31st March 2015 and to hold office for the period starting from 20th March 2015 till conclusion of ensuing AGM on the remuneration decided by the Board of Directors.

S.R. Batliboi & Associates LLP will hold their office with effect from 17th March 2015 till the 21st Annual General Meeting and are eligible for reappointment have confirmed their eligibility and willingness to accept office if re-appointed.

The Company has received letters from the Current Statutory all of them to the effect that their re-appointment, if made, would be within the prescribed limits under Section 141(3) (g) of the Companies Act, 2013 and that they are not disqualified for re- appointment.

The Board recommends the Current Statutory Auditors re- appointment for conducting the statutory Audit for the financial ended on 31st March 2016 and for a term of one year starting from conclusion of 21st Annual General Meeting and till 22nd Annual General Meeting of the Company the approval of the shareholders with a request to approve their re-appointment.

The Auditor's Report for the financial year ended 31st March 2015 does not contain any qualification, reservation or adverse remark or disclaimer.

However, the Auditor' report contains the observations the extract of which along with management reply is mentioned below Extract of Auditor's Observations is below: Emphasis of Matter:- "We draw attention to Note 2 (c) (I) (i) in the statements for the change in Company's estimates related to provisioning for loans, which have been revised in order to align the same in accordance with Reserve Bank of India ('RBI') prudential norms on Non-Performing Assets (NPA). As informed to us, the above mentioned change has been carried out in view of management's re-assessment of recoverability of its non-performing assets, considering the quality and quantum of primary and collateral security available with the Company. Our opinion is not qualified in respect of this matter."

Note 2(c)(I)(i) given in the financial statements: "During the year ended March 31, 2015, the Company has changed its estimates related to provisioning for all loans in order to align the same in accordance with RBI Prudential norms on Non- Performing Assets (NPA). Consequent to the change in such estimates, provision and write off is lower by H1,525.99 lakhs for the year ended March 31,2015. The above mentioned change has been carried out in view of management re-assessment of recoverability of its NPA, considering the quality and quantum of primary and collateral security available with the Company."

Management Reply on the aforesaid Auditor's Observations on Emphasis of Matter Earlier NPA provisioning was done on higher side considering the size of the loans and the risks attached to it. During the quarter ended December 31, 2014, the Company had changed its estimates related to provisioning for all loans in order to align the same in accordance with RBI Prudential norms on Non- Performing Assets (NPA).

Besides, management had also decided to provide higher provision in those cases where it deems fit and judicious considering the quality and quantum of primary and collateral security available with the Company in order to have re- assessment of recoverability of its NPA.

Due to above changes, provisioning is showing a lower side.

28) Internal Auditor and their Report

The Board of Directors had appointed JRA & ASSOCIATES, Chartered Accountants, Firm Registration Number- 010576N as Internal Auditor to carry out Internal Audit of the Company, pursuant to the provisions of section 138 of the Companies Act, 2013 and Rules made thereunder.

The Internal Audit Report is directly presented to the Audit Committee Chairman for its review.

29) Secretarial Auditor and their Report

The Board of Directors had appointed Sudhanshu Singhal, (membership number: 7819) Company Secretary in Practice (COP No 8762) as Secretarial Auditor to carry out the Secretarial Audit of the Company, pursuant to the provisions of section 204 of the Companies Act, 2013 and Rules made thereunder.

The Secretarial Audit Report for the year 2014-15 given Sudhanshu Singhal in the prescribed form MR-3 is annexed at Annexure – 10 to this Report.

The Secretarial Audit Report for the year under review does not contain any qualification, reservation or adverse remark or disclaimer made by the secretarial auditor.

30) Key Managerial Personnel

The Key Managerial Personnel (KMP) in the Company as per Section 2(51) and 203 of the Companies Act, 2013 are as follows:

Mr. Sanjeev Goel : Managing Director

Mr. Sudhindra Sharma : Chief Financial Officer

Mr. Puneet Sehgal : Company Secretary

During the year there was no change (appointment or cessation) in the office of any KMP.

31) Board Meeting held and Attended during the year by Directors There were 8 meetings of the Board held and attended during the year by directors, the information of which is given below.

Sl. Name Designation Meetings held Meetings attended

1. Mr. Sanjeev Goel Managing Director 8 8

2. Mr. Vishal Kumar Gupta Non-executive Nominee Director 8 2

3. Mr. Robindra Gupta Non-executive Independent Director 8 8 (Please See Note-1)*

4. Mr. S. K. Goel Non-executive Independent Director 8 8

5. Mr. Rakesh Kumar Joshi Non-executive Independent Director 8 7

6. Mr. Praveen Sethia Non-executive Independent Director 8 7

7. Mr. Y. L. Madan Non-executive Independent Director 8 4

8. Mr. Dhruv Prakash Non-executive Independent Director 8 7 (Please See Note-2)**

9. Mrs. Ritika Goel Additional Director 8 Nil (Please See Note-3)*** (Non-executive Non Independent Woman Director)

Note-1* Mr. Robindra Gupta has retired from the board w.e.f. 20th March 2015 and his retirement was accepted in the Board Meeting held on 20th March 2015.

Note-2** Mr. Dhruv Prakash is appointed as Non-executive, Independent Director in the Board Meeting held on 28th May 2015.

Note-3***Mrs. Ritika Goel is appointed as Non-executive Non Independent Woman Director in the Board Meeting held on 20th March 2015.

32) Committees of the Board

The company has following below mentioned Committees of Shareholders/Investors' Grievance Committee cum Share Transfer Committee cum Stakeholders Relationship Committee Board (COB).

Audit Committee

Risk Management Committee

Nomination and Remuneration Committee

Corporate Social Responsibility Committee

Asset Liability Management Committee (ALCO)

Shareholders/Investors' Grievance Committee cum Share Transfer Committee cum Stakeholders Relationship Committee

Independent Directors Committee (See Note-1)

Operations Review Committee

The detailed note on the Board and the Committees of the Board (COB) covering its member's composition, brief terms of reference of the committee, meetings held and attended during the year is separately mentioned in "Corporate Governance Report section" in this Annual Report.

Note-1: This committee was dissolved by Board of Director's in its Meeting held on 7th February 2015

33) Board of Directors and Changes among them A. Appointment of Directors

During the year Mrs. Ritika Goel (DIN 00053387) is appointed as an Additional Director on the Board of Directors subject to approval of shareholders in the forthcoming 21st Annual General Meeting in the category of Non-executive Non Independent Woman Director, who shall hold office upto ensuing Annual General Meeting of the Company in terms of Section 161 and second proviso to Section 149 (1) read with Section 152 and other applicable provisions and rules made thereunder (including any modification or re-enactment thereof for the time being in force), if any, of the Companies Act, 2013 read with Clause 49 (II) (A) (1) of Listing Agreement, and her period of office is liable to be determined by retirement of directors by rotation in terms of section 152(6) of Companies Act, 2013 read with rules made thereunder.

Mrs. Ritika Goel holds a Bachelor of Arts degree from Lady Shriram College. She is Director on the Board of Directors of various Companies and possesses over 10 years of various industry experience

The Directors recommends the regularization of appointment of Mrs. Ritika Goel as Non-executive Non-independent Woman Director on the Board of Director of the company in the forthcoming 21st Annual General Meeting of the Company.

B. Retirement

During the year, Board approved the retirement of Mr. Robindra Gupta from designation of Non-Executive Independent Director pursuant to RBI Regulatory Framework dated 10th November 2014 related to age criteria whereby independent directors shall not be more than 70 years of age.

The Board would like to thank and record its appreciation for the services rendered by him to the Board and to the Company.

C. Re-appointments

As per the provisions of Companies Act, 2013 and Article 86 of the Articles of Association of the Company Mr. Vishal Kumar Gupta (DIN: 02368313), Director of the Company will be liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

The Directors recommends the re-appointment of Vishal Kumar Gupta as Non-Executive Nominee Director on the Board of Director of the company in the forthcoming 21st Annual General Meeting of the Company.

D. Independent directors

During the year under review, the members in their Annual General Meeting held on 24th September 2014 had approved the appointments of Mr. S.K. Goel, Mr. Robindra Gupta, Mr. Praveen Sethia, Mr. Rakesh Kumar Joshi, Mr. Y.L. Madan and Mr. Dhruv Prakash as Independent Directors who are not liable to retire by rotation for a period of 5 years from date of appointment but shall be eligible for reappointment for next five years on passing of a special resolution by the Company and disclosure of such appointment in the Board's report.

During the year under review, all the independent directors had submitted the Declaration of Independence, as required pursuant to section 149(7)of the Companies Act, 2013 stating that they meet the criteria of independence as provided in section 149 (6) of the Companies Act, 2013 read with clause 49 of the Listing Agreement.

E. Fit and proper criteria for directors in terms of Revised Regulatory Framework for NBFC

During the year under review, all the non-executive / independent directors have executed 'Deeds of Covenants' with the company and had also submitted the 'Fit and Proper Criteria Declaration' required pursuant to Revised Regulatory Framework for NBFC notified by RBI vide notification dated 10th November 2015 as part of Corporate Governance norms.

F. Directors' profile

A brief resume of Directors, nature of their expertise in specific functional are as and names of companies in which they hold Directorships, Memberships /Chairmanships of Board Committees, and shareholding in the Company are provided in this Report.

34) Separate Meeting of Independent Director

During the year under review, the Independent Director's viz. of the company meets without the presence of non-independent directors, in terms of Section 149(8) and Schedule – IV and Clause 49 (B) (II) (6), and members of management and discussed, inter- alia, (a) to review the performance of non-independent directors and the Board as a whole; (b) to review the performance of the Chairperson of the company, taking into account the views of executive directors and non-executive directors; (c) to assess 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.

35) Familiarization Policy and Programme

During the year under review and as defined under clause 49 of the Listing, your Company, for many years now, has been familiarizing the Independent Directors on its Board with detailed presentations by its business functional heads on the Company operations, strategic business plans, new products and technologies, including significant aspects of the Industry and its future outlook.

The Familiarization Policy and programmeis at annexed at Annexure No. 12 to this report. The details of familiarization programs extended to the Non-executive & Independent Directors during the year are also disclosed from time to time at Company website.

36) Performance Evaluation of The Board, its Committees and Individual Directors

Pursuant to applicable provisions of the Companies Act, 2013 and the Listing Agreement with Stock Exchanges, the Board, in consultation with its Nomination & Remuneration Committee, has formulated a framework containing, inter-alia, the criteria for performance evaluation of the entire Board of the Company, its Committees and Individual Directors, including Independent Directors.

The Independent Directors had met separately without the presence of Non-Independent Directors and the members of management and discussed, inter-alia, the performance of Non- Independent Directors and Board as a whole and the performance of the Chairman of the Company after taking into consideration the views of executive and Non-Executive Directors.

The Nomination and Remuneration Committee has also carried out evaluation of every Director's performance.

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 to the Listing Agreement, the Board has carried out

an Annual Performance Evaluation of its own performance, the Directors individually as well as the evaluation of the working of the Committees. On the basis of performance evaluation done by the Board, it shall be determined whether to extend or continue their term of appointment, whenever the respective term expires. The manner in which the evaluation was carried out has been explained in the Corporate Governance Report.

The Directors expressed their satisfaction with the evaluation process.

37) Disclosure on Nomination and Remuneration Committee and Nomination and Remuneration Policy

The Nomination and Remuneration Committee as on March 31, 2015 comprises of the following Directors viz. Mr. Praveen Sethia, Mr. Sanjeev Goel, Mr. Vishal Kumar Gupta, Mr. Rakesh Joshi and Mr. Y. L Madan

Further, all recommendations of Nomination and Remuneration Committee were accepted by the Board of Directors. The detailed Nomination and Remuneration Committee and its terms of reference and meetings held and attended by the members during the year are mentioned in Corporate Governance Report Section.

The Board of Directors of your Company has, on recommendation of the Nomination & Remuneration Committee, framed the policy on appointment of Board members including criteria for determining qualifications, positive attributes, independence of a Director and the policy on remuneration of Directors pursuant to the requirement under Section 134(3)(e) and Section 178(3) of the Companies Act, 2013.

The Policy is annexed at Annexure No. 11 to this report which forms integral part of this report. The contents of the policy are uploaded in company website and also stated in the Corporate Governance Report.

38) Disclosure on Audit Committee

The Audit Committee as on March 31, 2015 comprises of the following Independent Directors viz. Mr. Praveen Sethia, Mr. Vishal Kumar Gupta, Mr. Rakesh Kumar Joshi.

Further, all recommendations of Audit Committee were accepted by the Board of Directors.

The detailed Audit Committee and its terms of reference and meetings held and attended by the members during the year are mentioned in Corporate Governance Report Section.

During the year 2014-15, the company has complied the requirements of Section 177 of the Companies Act, 2013 and Clause 49 of the Listing Agreement. Members of the Audit Committee possess financial / accounting expertise / exposure. The Company Secretary of the Company acts as the Secretary to the Committee.

The Statutory Auditors, the Managing Director and the Chief Financial officer of the Company attends and participates in the meetings of the Audit Committee.

39) Disclosure of Board and Committee Meeting Process

A. Board material distributed in advance

The agenda and notes on agenda are circulated to Directors in advance, and in the defined agenda format. All material information is incorporated in the agenda for facilitating meaningful and focused discussions at the meeting. Where it is not practicable to attach any document to the agenda, it is tabled before the meeting with specific reference to this effect in the agenda. In special and exceptional circumstances, additional or supplementary item(s) on the agenda are permitted.

B. Recording minutes of proceedings of board and committees meetings

The Company Secretary records minutes of proceedings of each Board and Committee meeting. Draft minutes are circulated to Board/Board Committee members for their comments. The minutes are entered in the Minutes Book within 30 days from the conclusion of the meeting.

C. Post meeting follow-up mechanism

The guidelines for Board and Board Committee meetings facilitate an effective post meeting follow-up, review and reporting process for decisions taken by the Board and Board Committees thereof. Important decisions taken at Board/ Board Committee meetings are communicated promptly to the concerned departments/divisions. Action-taken report on decisions/minutes of the previous meeting(s) is placed at the succeeding meeting of the Board/Board Committee for noting.

D. Finalization of meetings

The Chairman of the Board and Company Secretary, in consultation with other concerned members of the senior management, finalise the agenda for Board meetings.

E. Compliance

The Company Secretary, while preparing the agenda, notes on agenda and minutes of the meeting(s), is responsible for and is required to ensure adherence to all applicable laws and regulations, including the Companies Act, 1956/ Companies Act, 2013 read with rules issued thereunder, as applicable and the Secretarial Standards as Notified by Ministry Corporate Affairs and issued by the Institute of Company Secretaries of India, as applicable.

40) Directors' Responsibility Statement

Pursuant to Section 134(3) (c) of the Companies Act, 2013, your Directors, based on the representations received from the Management, 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, in selection of the accounting policies, consulted the statutory auditors and have 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 of the Company for that period;

c) that to the best of their knowledge and information, they 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) that they have prepared the annual accounts on a going concern basis;

e) that they had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

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

41) Non-Convertible Debentures

During the year under review, the Company met its funding requirements through a combination of short term debt (comprising Commercial Paper, Inter Corporate Deposits and Bank Loans) and long term debt (comprising Non-Convertible Debentures ("NCDs") and Bank Term Loans).

Pursuant to the approval of the shareholder in November 2014, accorded by way of a Postal Ballot, the Company had issued on Listed Fully Secured Redeemable Non-Convertible Debentures amounting H 50 crore on private placement basis with tenor of 48 months pursuant to section 42 of and applicable provisions of the Companies Act, 2013 read with Companies (Prospectus and Allotment of Securities) Rules, 2014 which helped in Asset Liability Management and strengthened the long term resource base of the Company.

The Company has been regular in servicing all of its debt obligations.

The Half Yearly and Annual Results of the Company are regularly submitted to the Stock Exchanges in accordance with the Listing Agreement for Debt Securities and are published in a leading English daily newspaper. The information regarding the performance of the Company is shared with the debenture holders every six months through a half yearly communiqué.

Official news releases, including on the half-yearly and annual results, are also posted on the Company's website. The 'Investors' section on the Company's website keeps the investors updated on material developments in the Company by providing key and timely information such as Financial Results, etc. The debenture holders can also send in their queries/complaints at the designated email address: complianceofficer@inteccapital. com

As per the provisions of the Companies Act, 2013, interest on application money, matured debentures and interest on matured debentures remaining unclaimed for a period of seven years from the date it becomes due for payment has to be transferred to the Investor Education and Protection Fund ("IEPF") established by the Central Government. However, no such amount had to be transferred to the IEPF during the year, as the seven year period has not elapsed for the Company's debentures. In case any of the above dues remain outstanding, the debenture holders are requested to claim the same at the earliest by contacting the Company or the Registrars. In terms of the provisions of the Companies Act, 2013, no claims would lie against the Company or the IEPF after the transfer of any amount to the IEPF.

The Debentures issued on private placement basis are listed on BSE. The Company has paid Annual Listing fees for FY 2014-15 to BSE, where the Company's debentures, whether issued on a private placement basis, are listed.

Debenture Trustee GDA Trusteeship Limited Plot No 85, Street, Bhusari Colony, Paud Road, Pune – 411038.

Registrar and Transfer Agents for Fully Secured redeemable Non-convertible Debentures on Private Placement Basis BIG SHARE SERVICES PVT. LTD. 306, Right Wing, 3rd Floor, Amrutha Ville, Opp. Yashoda Hospital, Raj Bhavan Rd, Somajiguda, Hyderabad, Telangana 500082

Compliance Officer

Mr. Puneet Sehgal

[e-mail]

Address of BSE PhirozeJeejeebhoy Towers, Dalal Street, Mumbai – 400 001 www.bseindia.com Scrip Code 951360 ISIN No. INE017E07015

42) Risk Management Policy

The Company has in place a Risk Management Policy in line business requirement.

The Risk Management was constituted originally on 8th January 2013 and was reconstituted from time to time according to need of the company. The Risk Management Committee has been entrusted with the responsibility of Formulation of policies, procedures and practices to identify, evaluate, address and monitor risk and to ensure business growth plans are supported by effective risk infrastructure. The Risk practices and conditions adopted are appropriate for the business environment and to assist the Board in discharge of its duties & responsibilities and in overseeing that all the risks that the organization faces such as strategic, financial, credit, market, liquidity, security, property, IT, legal, regulatory, reputational and other risks have been identified and assessed and there is an adequate risk management infrastructure in place capable of addressing those risks.

Information on identification and elements of risk which in the opinion of the Board may threaten the existence of the Company is given in the Management Discussion Analysis & Report section in this Annual Report.

The detailed information on Risk Management Committee its constitution, its meeting held and attended during the year under review is separately mentioned in Corporate Governance Report Section.

The Company has introduced several improvements to existing internal policies / processes / framework / audit methodologies to mitigate / minimize the enterprise risk.

43) Whistle Blower / Vigil Mechanism

The Company promotes ethical behavior in all its business activities and has put in place a mechanism of reporting illegal or unethical behavior. The Company has a whistle blower policy wherein the employees are free to report violations of laws, rules, regulations or unethical conduct to their immediate supervisor or such other person as may be notified by the management to the work groups. The confidentiality of those reporting violations is maintained and they are not subjected to any discriminatory practice

Your Company has an effective Whistle Blower / Vigil Mechanism system in terms of Section 177(9) of the Companies Act, 2013 and other applicable provisions as amended from time to time read with clause 49(II) (F) of the revised Listing Agreement as enforced by the SEBI and Stock Exchanges

The Whistle Blower / Vigil Mechanism Policy was adopted in terms of Section 177(9) of the Companies Act, 2013 and other applicable provisions as amended from time to time read with clause 49(II) (F) of the revised Listing Agreement as enforced by the SEBI and Stock Exchanges.

The Whistle Blower / Vigil Mechanism Policy is also available on the Company website to report any genuine concerns about unethical behavior, any actual or suspected fraud or violation of Company's Code of Conduct.

44) Particulars of Employees, Key Managerial Personnel and Related Disclosures

In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the Name, Designation, Qualifications, Experience (in Years), Remuneration (in H), Date of Appointment, Age (in years), Particulars of last employment of the employees drawing remuneration in excess of the limits set out in the said rules is annexed at Annexure – 13 which forms part of this report.

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed at Annexure – 14 which forms part of this report.

As required under the section 197(12) of the Companies Act, 2013 read with the rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the prescribed particulars are disclosed in the Director's Report

Also in terms of provisions of section 136(1) of the said Act, these particulars will be made available to shareholder on request. The said information is available for inspection at the registered office of the Company during working hours and any member interested in obtaining such information may write to the Company Secretary and the same will be furnished on request.

The full Annual Report including the aforesaid information is being sent electronically to all those members who have registered their email addresses and is available on the Company's website.

None of directors is holding any shares in the company except Mr. Sanjeev Goel, Managing Director holding 544464 fully paid equity shares as individual promoter category and Mr. Praveen

Sethia holding 18 fully paid equity shares in individual non- promoter category.

None of directors is having any pecuniary relationship with the company except Mr. Dhruv Prakash, Non-executive Independent Director and Mr. Y.L. Madan, Non-executive Independent Director who are having business relationship in the ordinary course of business and on arm's length basis.

During the year under review, Mr. Dhruv Prakash, Non-executive Independent Director was paid H 10,00,000/- towards consultancy of HR services which is in ordinary course of business and on arm's length basis. Besides, Mr. Y.L. Madan, Non-executive Independent Director was also H 420,000/- towards consultancy of Treasury Services which is in ordinary course of business and on arm's length basis.

During the year the Managing Director was paid the remuneration amounting H1 crore (Rupees One crore only) the break-up of which is mentioned in Annexure -7 of this report

45) Particulars of Loans, Guarantees or Investments Under Section 186 of The Companies Act, 2013

There are particulars of loans guarantees or investments required to be reported pursuant to Section 134(3) (g) of the Companies Act, 2013 in terms of Section 186 of the Companies Act and same is mentioned in the Schedules forming part of the Balance Sheet.

46) Green Initiatives and E-Voting

This year we had started Green Initiative in Corporate Governance: Go Paperless as a sustainability initiative and minimizing our impact on the environment.

Under this Go Green initiative electronic copies of the Annual Report 2015 and Notice of 21st Annual General Meeting shall be sent to those Members whose email addresses are registered with the Company/RTA.

For other members who have not registered their email addresses, physical copy of the Annual Report and Notice of AGM are sent in the permitted mode. Members requiring physical copies can send a request to Compliance Officer of the Company.

The Company is providing e-voting facility to all its members to enable them to cast their votes electronically on all the resolutions set forth in the Notice. This is pursuant to Section 108 of the Companies Act 2013 and Rule 20 of the Companies (Management and Administration) Rules 2014.The instructions for E-voting is provided in the Notice.

47) Reminder to investors:

Reminders for unclaimed shares, unpaid dividend are sent to shareholders/debenture holders as per records every year.

48) Disclosures Under Section 217(1)(E) of The Companies Act, 1956

The details of Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo is information is furnished below, pursuant to provisions of Section 134 of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014

Rule

8 (3) (A) Conservation of Energy: Not Applicable

8 (3) (B) Technology Absorption: Not Applicable

8 (3) (C) Foreign Exchange Earnings And Outgo Current Year Previous Year

Out flow: NIL NIL

Inflow: NIL NIL

49) SEBI (Prohibition Of Insider Trading) Regulations 2002 And Its Disclosures Under Insider Trading Code

The Company has in place the "Internal Code for prevention of Insider Trading" pursuant to SEBI (Prohibition of Insider Trading) Regulations, 2002.

SEBI vide its Circular No. dated 15th January, 2015, has introduced SEBI (Prohibition of Insider Trading) Regulations, 2015, to be effective from 15th May, 2015 which has replaces the old SEBI PIT Regulations.

Accordingly, the Board of Directors has formulated "Code of Conduct for Regulating, Monitoring and Reporting of Trading by Insiders pursuant to Regulation 9 of SEBI (Prohibition of Insider Trading), 2015" Besides, the Board of Directors has also formulated the "Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information" (hereinafter referred to as the "Code") pursuant to Regulation 8 under Chapter — IV of SEBI Prohibition of Insider Trading) Regulation, 2015

All the necessary disclosures pursuant to the Insider Trading Code have been made by all the directors.

50) Secretarial Standards Notified by Ministry of Corporate Affairs and Issued by the Institute of Company Secretary of India

The Institute of Company Secretaries of India (ICSI), one of India's premier professional bodies, has issued Secretarial Standards on important aspects like Board meetings, General meetings, Payment of Dividend, Maintenance of Registers and Records, Minutes of Meetings, Transmission of Shares and Debentures, Passing of Resolutions by Circulation, Affixing of Common Seal and Board's Report.

Although these standards, during the year under review, are recommendatory in nature.

However, the Ministry Corporate Affairs vide notification dated

23rd April 2015 had notified two secretarial Standards i.e. 1) Secretarial Standard on Meetings of the Board of Directors (SS-1); 2) Secretarial Standard on General Meetings (SS-2). The aforesaid Secretarial Standards is applicable from 1st July 2015 onwards.

51) Annual Report

The Annual Report containing, inter alia, Audited Financial Statement, Consolidated Financial Statements, Directors' Report, Auditors' Report and other important information is circulated to members and others entitled thereto. The Management's Discussion and Analysis (MD&A) Report forms part of the Annual Report and is displayed on the Company's website.

52) BSE Corporate Compliance & Listing Centre (The Listing Centre):

BSE's Listing Centre is a web-based application designed for corporates. All periodical compliance filings like shareholding pattern, corporate governance report, media releases, among others are also filed electronically on the Listing Centre.

53) SEBI complaints redress system (SCORES)

The investor complaints are processed in a centralized web- based complaints redress system. The salient features of this systemare: Centralized data base of all complaints, online upload of Action Taken Reports (ATRs) by concerned companies and online viewing by investors of actions taken on the complaint and its current status.

54) HRD Initiatives- Training & Development

The Company recognizes the importance of Human Resource and the continuous need of development of the same. The Company stresses on the need to continuously upgrade the competencies of its employees and equip them with the latest developments. In order to achieve this, the Company organizes various programs including in-house training and professional skills development programs across all levels of employees.

55) Report Under The Prevention of Sexual Harassment Act

Your Company recognizes its responsibility and continues to provide a safe working environment for women, free from sexual harassment and discrimination and to boost their confidence, morale and performance.

Pursuant to the legislation 'Prevention, Prohibition and Redressal of Sexual Harassment of Women at Workplace Act, 2013' introduced by the Government of India, which came into effect from 9 December 2013, the Company has framed a Policy on Prevention of Sexual Harassment at Workplace which is also reviewed by the Committee at regular intervals. There was no case reported during the year under review under the said Policy.

There were no complaints reported under aforesaid Act.

The employee relations in the Company continued to be healthy, cordial and progressive.

56) Acknowledgements

The Board of Directors would like to convey their appreciation to the Customers, Shareholders, Vendors, Banks, Financial Institutions, various Government Authorities, RBI, SEBI and Stock Exchanges for their cooperation and support throughout the year.

The Board recognizes that it is accountable to shareholders for the performance of the Company, believes in transparency in its conduct and strives to disseminate the material information to the shareholders and the public.

Looking forward to receive continued patronage from all our business partners and associates to become better and strong organization.

The Board of Directors would also place on record the appreciation for the contributions made by the employees at all levels.

Your Directors place on record their gratitude to the Central Government, State Governments and Company's Bankers for the assistance, co-operation and encouragement they extended to the Company. Your Directors also wish to place on record their sincere thanks and appreciation for the continuing support and unstinting efforts of investors, vendors, dealers, business associates and employees in ensuring an excellent all around operational performance.

For Intec Capital Limited

Date : 6th August, 2015 Sanjeev Goel S.K. Goel

Place : New Delhi Managing Director Non-executive Independent Director

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Mar 31, 2014

Dear Members,

The Directors are pleased to present the 20th Directors Report together with the Annual Audited Accounts for the financial year ended 31st March, 2014.

Financial Highlights For the financial year ended 31st March, 2014:

(Rs. in lacs)

Particulars Standalone as at March Consolidated as at March 2014 2013 2014 2013

Profit/(Loss) before tax 2,657.82 2,006.62 2,442.95 2,008.86

Less: Provision for Taxation

Current Tax 1,613.27 666.26 1,613.27 666.26

Deferred Tax (837.45) 28.09 (837.45) 28.09

Current Tax for earlier years 65.54 65.54

Profit/(Loss) after tax 1,816.46 1,312.27 1,601.59 1,314.51

Add: Balance brought forward from last year 2,786.83 1,823.26 2,785.69 1,819.87

Less: Adjustment of goodwill relating to earlier years 251.85 - 251.85 -

Surplus available for appropriation 4,351.44 3,135.53 4,135.43 3,134.38

Less: Appropriations

Proposed Equity Dividend 71.42 64.02 71.42 64.02

Preference Dividend 31.18 10.19 31.18 10.19

Tax on Proposed Dividend 17.44 12.04 17.44 12.04

Transfer to Reserve Fund u/s 45IC of RBI Act,1934 363.29 262.45 363.29 262.45

Surplus carried to Balance Sheet 3,868.11 2,786.83 3,652.10 2,785.68

Dividend

Your Directors have recommended a Final Dividend of Rs. 0.50 (i.e. 5%) per Equity shares having face value of Rs. 10/- each on the fully paid up Equity Share Capital of the Company for the FY 2013-14.

The dividend payout is subject to approval of members at the ensuing 20th Annual General Meeting.

The dividend will be paid to members whose names appear in the Register of Members as on record date; in respect of shares held in dematerialized form, it will be paid to members whose names are furnished by National Securities Depository Limited and Central Depository Services (India) Limited, as beneficial owners as on that date.

Transfer to Reserves

During the year under review Company had transferred Rs. 363.29 lacs to the Reserves Fund from the profits of the Company in accordance with the provisions of Section 45IC of the Reserve Bank of India Act, 1934.

Capital Adequacy Ratio

The Company''s total Capital Adequacy Ratio (CAR) as on 31st March, 2014 stood at 22.63% as compared to 23.33% for the previous year as a percent of the aggregate risk weighted assets on balance sheet and risk adjusted value of the off-balance sheet items, which is well above the regulatory minimum of 15.00%.

Transfer to Investor Education & Protection Fund

The Company sends letters to all shareholders whose dividends are unclaimed so as to ensure that they receive their rightful dues. Efforts are also made in co-ordination with the Registrar to locate the shareholders who have not claimed their dues.

As provided in Section 205C(2) of the Companies Act, 1956, dividend amount which was due and payable and remained unclaimed and unpaid for a period of seven years has to be transferred to Investor Education & Protection Fund. The amount of Rs. 144,480.00 remained unclaimed for the year 2005-06 and was transferred to Investor Education & Protection Fund by the Company during the year. Cumulatively, the amount transferred to the said fund was Rs. 144,480.00 during the Financial year 2013-14.

Non Acceptance of Public Deposits

The Company has not accepted any Public Deposits or any Fixed Deposit during the year 2013- 14 and hence there are no defaults in repayments of amount of principle or interest as on the date of Balance Sheet.

Depository System

As the members are aware, the Company''s shares are compulsorily tradable in electronic form. As on 31st March, 2014, 71.88% of the Company''s total paid-up Capital representing 13,201,289 shares is in dematerialized form. In view of the numerous advantages offered by the Depository system, members holding shares in physical mode are advised to avail the facility of dematerialization from either of the Depositories.

Subsidiary Company

The Company has one 100% Wholly Owned Subsidiary i.e Amulet Technologies Limited.

As per Section 212 of the Companies Act 1956, we are required to attach Director''s Report, Balance Sheet and Profit and Loss account of the subsidiary company. The Ministry of Corporate Affair vide the General Circular No. 2/2011 and 3/2011 dated 08th February, 2011 and 21st February, 2011 respectively has provided an exemption to companies from complying with Section 212 i.e from attaching the required reports and accounts of Subsidiary Companies in the Annual Report of the Holding Company. A statement in terms of Section 212 of the Companies Act, 1956 as mentioned in the Circular is attached with the Annual Report of the Company. The Shareholders desirous of obtaining the report and accounts of the Subsidiary company may obtain the same upon request. The report and accounts of the Subsidiary Company are kept for inspection at the Registered Office of the Company and the Subsidiary.

Auditors and Audit Report

The Auditors, B S R & Co. LLP, Chartered Accountants, retire at the ensuring AGM and have confirmed their eligibility and willingness to accept office if re-appointed.

The Company has received letters from all of them to the effect that their re-appointment, if made, would be within the prescribed limits under Section 141(3)(g) of the Companies Act, 2013 and that they are not disqualified for re-appointment.

The Auditors'' Report on the financials of the Company for the year ended 31st March, 2014 does not contain any reservation, qualification or adverse remark except a Service tax due amounting to Rs. 11 lacs was in arrears as at 31st March, 2014 for a period of more than six months from the date it has become payable. This amount was accrued by the Company only at year end, not envisaged earlier considering the nature of income, and paid off subsequent to year end (along with applicable interest).

Director''s reply to Auditor''s obser - vation / qualification in Auditor''s Report

Regarding the qualification of Auditors in the CARO being integral part of Audit Report as per point No. (ix) (a), regarding the qualification of Auditor as per point No. (ix) (a) of CARO, our comment is that the company has already paid the service tax dues amounting Rs. 11 lacs to service tax authorities.

Open Offer under SEBI SAST, 2011

During the financial year, the Promoter group was allotted shares which resulted in their stake increasing beyond 5% of the outstanding share capital. As per SEBI guidelines, this required the Promoter group to launch an open offer to acquire upto 26% of the outstanding shares. 9,17,922 shares were tendered during the process and acquired by the Promoter group. Subsequent to the closure of the open offer, the promoter shareholding was 71.6%.

Listing of Shares

Presently, the Equity Shares of the Company are listed on following Stock Exchanges:

. BSE Limited, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai - 400 001

. Delhi Stock Exchange Limited, DSE House, 3/1, Asaf Ali Road, New Delhi 110 002

The Annual Listing Fees for the FY 2014-15 have been paid for both the Stock Exchanges where the shares of the Company are listed.

Credit Rating Agencies

The Credit Rating assigned to the long term bank facilities by Credit Analysis & Research Limited (CARE) is CARE BBB (Triple B Plus) for an amount of Rs. 675 crore (enhanced from Rs. 441.17 crore).

Board of Directors

Appointment

In terms of section 149, 150, 152 and any other applicable provisions of the Companies Act, 2013 and the rules made thereunder (including any statutory modification(s) or re-enactment thereof for the time being in force) read with Schedule IV to the Companies Act, 2013, of the Companies Act, 2013, Mr. Dhruv Prakash (bearing DIN 05124958) was appointed as a Non-Executive Independent Director on the Board of Directors of the Company for a five (5) consecutive years for a term starting from 28th May, 2014 and ending up to 27th May, 2019 subject to the approval of shareholders by passing ordinary resolution in the forthcoming Annual General Meeting of the Company.

Mr. Prakash holds a Master''s degree in business administration from the Indian Institute of Management, Ahmedabad, and a Master''s degree in Chemistry from Meerut University.

In addition to over 40 years of varied industry experience, Mr. Prakash possesses an extensive background in consulting, having worked with several of India''s leading businesses to manage change, coach senior management, build high performance cultures, align executive compensation, restructure organizations and conduct post-merger integration.

Resignation

Mr. Prakash Dhoot who was acting as Non-Executive Nominee Director on the Board, resigned from the services of the company effective from 06th March, 2014.The Board would like to thank and record its appreciation for the services rendered by him to the Board and to the Company.

Mr. Subhash Jindal who was acting as Non-Executive Independent Director on the Board has also resigned from services of the company as Director w.e.f 27th May, 2014. Mr. Jindal has been part of the Board for 15 years and Board conveys its deep sense of appreciation for the services rendered by him during his tenure.

Re-Appointments

As per the provisions of Companies Act, 2013 and Article 86 of the Article of Association of the Company Mr. Vishal Kumar Gupta (DIN: 02368313), Director of the Company will be liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offer himself for re-appointment.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of Independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 and under Clause 49 of the Listing Agreement with the Stock Exchanges.

Board Meeting held during the year

During the period under review the company has held 8 Meetings of Board of Directors

Sl. Name Designation Meetings Meetings held attended

1. Mr. Sanjeev Goel Managing Director 8 8

2. Mr. Robindra Gupta Director 8 8

3. Mr. Praveen Sethia Director 8 5

4. Mr. Rakesh Kumar Joshi Director 8 8

5. Mr. Vishal Kumar Gupta Director 8 6

6. Mr. Prakash Dhoot* Director 8 4

7. Mr. S. K. Goel Director 8 8

8. Mr. Y. L. Madan Director 8 6

9. Mr. Subhash Jindal** Director 8 4

* Mr. Prakash Dhoot ceased to be a director of the company w.e.f 06th March, 2014

** Mr. Subhash Jindal has resigned from the board w.e.f. 27th May, 2014 and his resignation was accepted in the Board Meeting held or 28th May, 2014.

Management Discussion Analysis Report (MDAR)

The Management Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, is presented in a separate section which forms part of the Annual Report.

Particulars of Employees

As per the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended, Companies (Particulars of Employees) Amendment Rules, 2011 the details and the other particulars of employees drawing remuneration aggregating to more than Rs. 6,000,000/- (Rupees Sixty Lacs Only) per annum and Rs. 500,000/- (Rupees Five Lacs) per month, are required to be attached to this report. There are no employees drawing such remuneration.

Directors'' Responsibility Statement

Pursuant to the requirements of Section 217(2AA) of the Companies Act, 1956, your Directors confirm that:

. In the preparation of the Annual Accounts, the applicable Accounting Standards have been followed;

. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 of the Company for the year under review;

. The Directors have taken proper and sufficient care of 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 prevention and detecting fraud and other irregularities;

. The Directors have prepared the accounts for the year ended 31st March, 2014 on a going concern basis.

Statutory Auditors

B S R & Associates Chartered Accountant, Gurgaon were appointed as the statutory auditors of the Company for FY 2013-14 at the 19th Annual General Meeting (AGM) of the Company held on 25th September, 2013. B S R & Associates converted itself into a Limited Liability Partnership (LLP) under the provisions of the Limited Liability Partnership Act, 2008 and is now known as B S R & Associates LLP with effect from 14th October, 2013. In terms of the Ministry of Corporate Affairs, Government of India, General Circular No. 9/2013 dated 30th April, 2013, if a firm of CAs, being an auditor in a company under the Companies Act, 1956, is converted into an LLP, then such an LLP would be deemed to be the auditor of the said company. Accordingly, the audit of the Company for FY 2013-14 was conducted by B S R & Associates LLP. As per the provisions of section 139 of the Act, no listed company can appoint or re-appoint an audit firm as auditor for more than two terms of five consecutive years. Section 139 of the Act has also provided a period of three years from the date of commencement of the Act to comply with this requirement.

B S R & Associates LLP will hold their office till the ensuring Annual General Meeting and are eligible for reappointment for a maximum term upto next five years, if reappointed

The Board recommends their re-appointment for the approval of the shareholders form the conclusion of this Annual General Meeting till next Annual General Meeting of the Company.

Internal Control Systems and Adequacy

The Company has satisfactory internal control system.

The Internal Control System ensures that the assets and interests of the Company are safeguarded and accuracy in accounting records & data is maintained. The control system ensures that proper checks and reviews are conducted to ensure compliance with all laws and regulations applicable to the Company. The Company also has a robust Management Information System which is an integral part of the control mechanism.

The control system is improved and modified on continuous basis to meet the changes in business, statutory and accounting requirements.

The Audit Committee of the Board of Directors and Statutory Auditors periodically reviews the internal audit findings and corrective actions are taken.

Reserve Bank of India (RBI) Guidelines

On 07th April 2014 your company has attained the status of Asset Finance Company i.e Non-Banking Asset Finance Company (NBFC-AFC). Post acquiring the said status the Company has to comply with additional compliances. The Company continues to comply with all the regulatory compliances as prescribed by the Reserve Bank of India.

HRD Initiatives-Training & Development

The Company recognizes the importance of Human Resource and the continuous need of development of the same. The Company stresses on the need to continuously upgrade the competencies of its employees and equip them with the latest developments. In order to achieve this, the Company organizes various programs including in- house training and professional skills development programs across all levels of employees.

Disclosures under Section 217(1)(E) of the Companies Act,1956

In terms of Section 217(1)(e) read with Companies (Disclosure of Particulars in Report of the Board of Directors) Rules, 1988 of the Companies Act, 1956 your Directors furnish the information as below:

Conservation of Energy: N.A.

Technology Absorption : N.A.

Activities relating to exports, The Company is not initiatives taken to increase engaged in Export exports, development of Activities. new export markets for products and services and export plans.

Foreign Exchange Earnings Current Previous And Outgo Year Year

Out flow NIL NIL Inflow NIL NIL

Green Initatives

This year we had started Green Initiative in Corporate Governance: Go Paperless as a sustainability initiative and minimizing our impact on the environment.

Under this Go Green initiative electronic copies of the Annual Report 2014 and Notice of 20th Annual General Meeting of the company are sent to all the members whose email addresses are registered with the Company/RTA. For other members who have not registered their email addresses, physical copy of the Annual Report and Notice of AGM are sent in the permitted mode. Members requiring physical copies can send a request to Compliance Officer of the Company.

The Company is providing e-voting facility to all its members to enable them to cast their votes electronically on all the resolutions set forth in the Notice. This is pursuant to Section 108 of the Companies Act 2013 and Rule 20 of the Companies (Management and Administration) Rules 2014.The instructions for e-voting is provided in the Notice.

Acknowledgement

The Board of Directors would like to express their appreciation for assistance and cooperation received from Customers, Shareholders, Vendors, Banks, Financial Institutions, various Government Authorities.

The Board recognizes that it is accountable to shareholders for the performance of the Company, believes in transparency in its conduct and strives to disseminate the material information to the shareholders and the public.

Looking forward to receive continued patronage from all our business partners and associates to become better and strong organization.

The Board of Directors would also place on record the appreciation for the contributions made by the employees at all levels.

For Intec Capital Limited Sanjeev Goel S. K. Goel Managing Director Director Date: 7th August, 2014 Place: New Delhi

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Mar 31, 2012

The Board of Directors take immense pleasure in presenting their 18th Directors' Report together with the Annual Audited Accounts for the financial year ended 31st March, 2012.

FINANCIAL HIGHLIGHTS

For the financial year ended 31March, 2012: (in lacs)

Particulars Year Ended Year Ended 31st March, 2011 31 st March,2011

ProfiV(Loss) before tax 1422.78 777.41 Less: Provision for Taxation

Current Tax 467.55 297.68

Deferred Tax 8.44 3.92

ProfiV(Loss) after tax 946.79 475.82

Add: Balance brought forward from last year 1147.82 834.10

Surplus available for appropriation 2094.61 1309.92 Less: Appropriations

Dividend on Equity Shares paid 6.75

Tax on Dividend paid 0.90

Proposed Dividend 63.96 57.21

Tax on Proposed Dividend 10.38 9.72

Transfer to Reserve Fund u/s 45IC of RBI Act, 1934 189.36 95.16

Surplus carried to Balance Sheet 1823.26 1147.82

DIVIDEND

The Board of Director are pleased to recommend a Final Dividend of Rs. 0.50 (i.e. 5%) per Equity shares having face value of Rs. 10/- each on the fully paid up Equity Share Capital of the Company for the financial year 2011 -12 subject to the approval of the shareholders at the ensuing 18th Annual General Meeting.

TRANSFER TO RESERVES

During the year under review Company has transferred Rs. 189.36 Lacs to the Reserves Fund from the profits of the Company in accordance with the provisions of Section 45IC of the Reserve Bank of India Act, 1934.

CAPITAL ADEQUACY RATIO

The Company's consolidated Capital Adequacy Ratio (CAR) as on 31 March, 2012 stood at 19.45% as compared to 23.01 % for the previous year as a percent of the aggregate risk weighted assets on balance sheet and risk adjusted value of the off-balance sheet items, which is well above the regulatory minimum of 1 5.00%.

SUBSIDIARY COMPANY

To augment the growth and expansion plans, the Company has acquired M/s. Amulet Technologies Private Limited as a 100% Wholly Owned Subsidiary by way of acquiring the entire equity share capital. During the year M/s. Amulet Technologies Private Limited was converted to public limited company, as private company which is a subsidiary of public company is deemed public company.

Ministry of Corporate Affair vide the General Circular No. 2/2011 and 3/2011 dated 08th February, 2011 and 21st February, 2011 respectively has granted an exemption in attaching the required reports and accounts of Subsidiary Companies in the Annual Report of the Holding Company. A statement in terms of Section 212 of the Companies Act, 1956 as mentioned in the Circular is attached with the Annual Report of the Company. The Shareholders desirous of obtaining the report and accounts of the Subsidiary company may obtain the same upon request. The report and accounts of the Subsidiary Company are kept for inspection at the Registered Office of the Company and the Subsidiary.

NON ACCEPTANCE OF PUBLIC DEPOSITS

The Company has not accepted any Public Deposits or any Fixed Deposit during the year 2011 -12 and hence there are no defaults in repayments of amount of principle or interest as on the date of Balance Sheet.

DISCLOSURES

During the year under review, the Company has allotted 13,50,000 Equity Share of Rs.10/- each at a Premium of Rs.100/- each on Preferential Allotment basis to Promoter and Non Promoter allottees in accordance with the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009. The said shares are listed and traded at both the Stock Exchanges where the Equity Shares Capital of the Company is listed.

Presently the Equity Share Capital of the Company is listed at BSE Limited and Delhi Stock Exchange Limited. During the year the Company has filed an application for getting the Paid-up Equity Share Capital listed in the Equity Segment of National Stock Exchange of India Limited (NSE). The move was with the objective to expand the market exposure and shareholders base. NSE is the largest exchange in the country in terms of trading volumes, which would result in providing continuous liquidity to the shareholders of the Company and also help in broadening the shareholder base and market exposure for the present shareholders.

The Credit Rating assigned to the long term bank facilities by Credit Analysis & Research Limited (CARE) is CARE BBB (Triple B) for an amount of Rs. 250 Crores. ICRA Limited has also assigned rating to long-term facilities and working capital bank lines as ICRA BBB (Triple B) with a stable outlook to Rs. 220 Crores Long Term Bank facilities of the Company.

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance norms set out by SEBI.

The Report on Corporate Governance along with the Certificate by Managing Director and Head- Finance & Accounts on financial statements as stipulated under Clause 49 of the Listing Agreement and Declaration by the Managing Director with regard to Code of Conduct forms part of the Annual Report.

The requisite Certificate from the Statutory Auditors of the Company confirming compliance with the condition of Corporate Governance as provided under the aforesaid Clause 49 is attached to this Report.

MANAGEMENT DISCUSSION ANALYSIS REPORT

The Management Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, is presented in a separate section which forms part of the Annual Report.

LISTING OF SHARES

The Equity Shares of the Company are listed on following Stock Exchanges:

- BSE Limited, Phiroze Jeejeebhoy Towers, Dalai Street, Mumbai- 400 001

- Delhi Stock Exchange Limited, DSE House, 3/1, Asaf Ali Road, New Delhi 110 002

The Annual Listing Fees for the financial year 2012-13 are paid for both the Stock Exchanges where the shares of the Company are listed.

During the year an application has been filed for getting the Paid-up Equity Share Capital of the Company listed in the Equity Segment of National Stock Exchange of India Limited (NSE).

BOARD OF DIRECTORS

As per the provisions of Companies Act, 1956 and Article 86 of the Article of Association of the Company Mr. S. K. Goel and Mr. Subhash Jindal, Directors of the Company, are liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. As stipulated in terms of Clause 49 of Listing Agreement, the brief resume of Mr. S. K. Goel and Mr. Subhash Jindal, is provided in the Notice of the 18th Annual General Meeting of the Company. The Board of Directors in their meeting held on 07th November, 2011 has appointed Mr. Y L. Madan as an Additional Director of the Company. Mr. Y. L. Madan will retire at the ensuing Annual General Meeting and being eligible, offers himself to be reappointed as a Director of the Company subject to the approval of Shareholders.

PARTICULARS OF EMPLOYEES

As per the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended, Companies (Particulars of Employees) Amendment Rules, 2011 the details and the other particulars of employees drawing remuneration aggregating to more than Rs. 60,00,000/- (Rupees Sixty Lacs Only) per annum and Rs. 5,00,000/- (Rupees Five Lacs) per month, are required to be attached to this report. There are no employees drawing such remuneration.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirements of section 217(2AA) of the Companies Act, 1956, your Directors confirm that:

- In the preparation of the Annual Accounts, the applicable Accounting Standards have been followed;

- The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 of the Company for the year under review;

- The Directors have taken proper and sufficient care of 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 prevention and detecting fraud and other irregularities;

- The Directors have prepared the accounts for the year ended 31st March, 2012 on a going concern basis.

STATUTORY AUDITORS

The Statutory Auditors, M/s. T.K. Gupta & Associates, Chartered Accountants, New Delhi retire at the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

The Company has received a certificate from the Statutory Auditors to the effect that their re-appointment, if made, would be in accordance with Section 224(1 B) of the Companies Act, 1956 and that they are not disqualified for reappointment within the meaning of Section 226 of the said Act.

The Board recommends their re-appointment for the approval of the shareholders.

AUDITORS' REPORT

The Auditors' Report on the financials of the Company for the year ended 31March, 2012 does not contain any reservation, qualification or adverse remark.

INTERNAL CONTROL SYSTEMS AND ADEQUACY

The Company has satisfactory internal control system.

The Internal Control System ensures that the assets and interests of the Company are safeguarded and accuracy in accounting records & data is maintained. The control system ensures that proper checks and reviews are conducted to ensure compliance with all laws and regulations applicable to the Company. The Company also has a robust Management Information System which is an integral part of the control mechanism.

The control system is improved and modified on continuous basis to meet the changes in business, statutory and accounting requirements.

The Audit Committee of the Board of Directors and Statutory Auditors periodically reviews the internal audit findings and corrective actions are taken.

RESERVE BANK OF INDIA (RBI) GUIDELINES

The Company was recognised as Non Deposit Accepting Systemically Important (NDSI) Non Banking Financial Company (NBFC) during the financial year 2011-12. Post acquiring the said status the Company has to comply with additional compliances. The Company continues to comply with all the regulatory compliances as prescribed by the Reserve Bank of India.

HRD INITIATIVES- TRAINING & DEVELOPMENT

The Company recognises the importance of Human Resource and the continuous need of development of the same. The Company stresses on the need to continuously upgrade the competencies of its employees and equip them with the latest developments. In order to achieve this, the Company organises various programs including in-house training and professional skills development programs across all levels of employees.

DISCLOSURES UNDER SECTION 217(1)(e) OF THE COMPANIES ACT,1956

In terms of section 217(1)(e) read with Companies (Disclosure of Particulars in Report of the Board of Directors) Rules, 1988 of the Companies Act, 1956 your Directors furnish the information as below:

Conservation of Energy: N.A.

Technology Absorption: N.A.

Activities relating to exports, The Company is not initiatives taken to increase engaged in Export Activities exports, development of new export markets for products and services and export plans.

Foreign Exchange Earnings Current Year Previous Year And Outgo

Outflow: NIL NIL

Inflow: NIL NIL

APPRECIATIONS

The Board recognises that it is accountable to shareholders for the performance of the Company, believes in transparency in its conduct and strives to disseminate the material information to the shareholders and the public.

The Board of Directors would like to convey their appreciation to the Customers, Shareholders, Vendors, Banks, Financial Institutions, various Government Authorities, RBI, SEBI and Stock Exchanges for their cooperation and support throughout the year.

Looking forward to receive continued patronage from all our business partners and associates to become better and strong organisation.

The Board of Directors would also place on record the appreciation for the contributions made by the employees at all levels.

For Intec Capital Limited

Sanjeev Goel S. K. Goel

Managing Director Director

Date: 30.07.2012

Place: New Delhi

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Mar 31, 2010

The Directors have immense pleasure in presenting the Sixteenth Annual Report together with Audited . Accounts of the Company for the year ended on 31 st March 2010.

FINANCIAL RESULTS

We have given below the financial highlights for the year under review. -

(Rs. In Lacs)

Particulars Year Ended Year Ended

31.03.2010 31.03.2009

Total Revenue

Income from Operation 1496.06 1093.69

Other Income 10.52 4.57

Total 1506.58 1098.26

Administrative Expenditure 499.39 361.15

PBIDT 1007.19 737.11

Interest 687.15 516.22

Depreciation 5.53 4.95

Profit Before Tax 314.52 215.94

Provision for Income Tax 110.79 70.07

Current Tax 0.36 3.30

Deferred Tax - 3.34

Fringe Benefit Tax 203.36 139.23

Profit After Tax 1.18 1.15

Add/(Less): Excess Provision written back/Refund Adjusted 240.43 160.72

Profit brought forward from earlier year 442.61 301.10

Profit available for appropriation 40.67 27.85

Appropriations: 28.05 28.05

Transferred to Special Reserves Fund 4.77 4.77 Proposed Dividend 369.12 240.43

Dividend Tax

Balance Transferred to Reserve & Surplus

DIVIDEND

The Directors of the company are pleased to recommend a dividend at the rate of Rs. 0.50 per equity share (5% of face Value of share of Rs.10/- each) on the paid-up equity share capital for the year ended on 31 st March 2010.

MERGER OF UNITEL CREDIT (P) LTD. WITH INTEC CAPITAL LIMITED

As you are aware that the management had decided that Intec and Unitel Credit Private Limited should be amalgamated to form a single unit. The scheme of the said merger was approved by the shareholders of the company in its meeting held on July 9th, 2010. As both companies are in the same industry for many years and Unitel being an equally strong company, we consider that this merger will bring better synergy of operations, administrative efficiency, and cost reduction as well as to effective control over the company affairs.

The benefits of amalgamating the two companies are to create a single business unit that will help negotiate better the terms and conditions of lending with various financial institutions, enable better business activity co- ordination, avail finances requisite for expansion and other projects easily and derive synergy benefits. They will together be very promising in the business sector and will thereby strengthen the current position of Intec in the industry.

OPERATIONAL REVIEW

Your Company has made good progress during the current financial year and has posted a positive growth in the assets size amounting to Rs. 17464.17 Lacs as compared to Rs. 8916.82 Lacs in the previous year. The income from operations during the financial year 2009-2010 has increased to around 37% from the previous year figures.

CORPORATE FINANCE

Company is dealing in the area of corporate financing where standard equipment, like Generators, CNC Machines and Printing Offset Machines etc. are being financed at very economical rates. The Company is pursuing this line of finance, which is bound to give very good performance in the coming years.

OUTLOOK ON THREATS, RISK AND CONCERNS

The Company has an integrated approach to managing the risks inherent in various aspects of its business. As part of this approach, the Board of Directors is responsible for monitoring risk levels on various parameters, and the management council is responsible for ensuring implementation of mitigation measures, if required. The Audit Committee provides the overall direction on the risk management policies.

INTERNAL CONTROL SYSTEMS AND ADEQUACY

The Internal control environment of the Company is well established, maintained and its effectiveness is assessed regularly. These measures are in the form of procedures/processes set by the management covering all critical and important areas.

The Company has a well-defined organisation structure, authority levels, internal rules and guidelines for conducting business transactions. The management review the actual performance of the business of the Company on regular basis.

The Audit Committee met four times during the year. It reviews the status of implementation of recommendations given by internal auditors and the results of self - assessment of internal controls. It also reviewed the quarterly results, secretarial and tax compliances.

SEGMENT REPORTING

The Company operates into single business segment namely Hire Purchase and Loan Finance & Investments in India. Therefore information pursuant to AS-17 is not applicable.

BOARD OF DIRECTORS

In accordance with the provisions of the Companies Act, 1956 Mr. S. K. Goel and Mr. Subhash Jindal, Directors of the Company retires by rotation at the forthcoming Annual General Meeting and being eligible, offers themselves for re-appointment. Mr. Praveen Sethia was appointed as an Additional Director w.e.f. April 5, 2010 and seeks reappointment at the ensuing Annual General Meeting. The Board recommends their re-appointment.

FIXED DEPOSITS

Acceptance of fixed deposit is now governed by NBFC (RBI) Directions, 1998 which were notified on 31January, 1998. The Company continues to comply with all the regulations applicable to it. The Company has passed the Resolution not to accept any Public Deposits except with the special permission received from Reserve Bank of India. So the company has not accepted any deposits from public within the meaning of Sec.58A & Sec.58AA of The Companies Act, 1956 and the Rules made there under during the period under report.

AUDITORS

M/s.T.K. Gupta & Associates, Chartered Accountants, auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. The requisite certificate u/s 224(1 B) of the Companies Act, 1956, has been received from them. The Board recommends their re- appointment. Observations made in the Auditors Report are self- explanatory and therefore do not call for any further explanation.

CORPORATE GOVERNANCE

Your Company is in compliance with the requirement and disclosures with respect to the Code of Corporate Governance as required under Clause 49 of the Listing Agreements entered into with the Stock Exchanges. As a fed company, necessary measures are taken to comply with the Listing Agreement with the Stock exchanges. A report on Corporate Governance, along with a certificate of compliance from the Auditors, forms part of this Report.

DIRECTORS RESPONSIBILITY STATEMENT UNDER SECTION 217

As required under Section 217(2AA) of the Companies Act, 1956 your Directors state that:

That in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

The Company had selected such accounting policies and applied them consistently and made judgements that are reasonable and prudent which gives true and fair view of affairs of the Company.

The Company had taken proper & 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 any fraud and irregularities.

The Company had prepared accounts on a going concern basis.

OTHER INFORMATION

As required U/S 217 (2A) there is no employee who is in receipt of Rs.24,00,000/- or more per annum or of Rs.2,00,000/- or more per month where employed for a part of the year.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EARNING AND OUT GO

The Information required under rule 2 of the Companies (Disclosure of particulars in the Report of Board of Directors) Rule, 1988 relating to the conservation of energy and technology absorption is not given, as the same is not applicable to your Company.

The particulars of foreign exchange earnings/ outgo during the year are given in the Notes of Accounts appearing in Schedule 14.

EMPLOYEE DEVELOPMENT

Your Company treats its human resources as its most valuable assets. The Company has a continuous program of developing skills of employees through continuous upgradation of their skills and periodical training. The management shares a very healthy relationship with its employees.

APPRECIATION

The Directors wish to thank and deeply acknowledge the co-operation, assistance and support extended by the Bankers & Financial Institution.

The Board appreciates the efforts put in by all employees for their commitment, and dedication to fulfil their corporate duties with diligence and integrity.

Your Directors are also pleased to place on record their appreciation for the excellent support received from Dealers, Business Associates and Customers.

Your Directors also wish to place on record their gratitude towards the esteemed shareholders for reposing faith in the management of the Company.



For and on Behalf of the Board



Place: New Delhi Sanjeev Goel

Dated: 28th August 2010 Managing Director

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Mar 31, 2009

The Directors have pleasure in presenting the Fifteenth Annual Report together with Audited Accounts of the Company for the year ended on 31 st March 2009.

FINANCIAL RESULTS

We are given below the financial highlights for the year under review:-

(Rs. In Lacs)

Particulars Year Ended Year Ended 31.03.2009 31.03.2008

Total Revenue

- Income fromOperation 1093.69 639.05

- Other Income 4.57 7.05

Total 1098.26 646.10

Administrative Expenditure 361.15 208.09

PBIDT Interest 516.22 293.23

Depreciation 4.95 4.81

Profit Before Tax 215.94 139.97

Provision for Income Tax

Current Tax 70.07 49.40

Deferred Tax 3.30 (2.19)

Fringe Benefit Tax 3.34 2.02

Profit After Tax 139.23 90.74

Add/(Less): Excess Provision written back/ Refund Adjusted 1.15 00.49

Profit brought forward from earlier year 160.72 116.80

Profit available for appropriation 301.10 208.03

Appropriations:

- Transferred to Special Reserves Fund 27.85 18.15

- Proposed Dividend 28.05 24.92

- Dividend Tax 4.77 4.24

- Balance Transferred to Reserve & Surplus 240.43 160.72

DIVIDEND

The Directors of the company are pleased to recommend a dividend at the rate of Rs. 0.50 per equity share (5% of face Value of share of Rs. 10/- each) on the paid-up equity share capital for the year ended on 31 st March 2009.

PREFERENTIAL ISSUE OF EQUITYSHARES

Your Company has raised paid up capital from Rs. 4,98,50,000 to 5,61,00,000 (Equity Share of Rs.10/- at a premium of Rs. 30/- each) against conversion of 6,25,000 warrants in to 6,25,000 equity share of Rs. 10/- each. The aforesaid shares have been listed on the Bombay Stock Exchange and Delhi Stock Exchange Ltd.

OPERATIONAL REVIEW

Your Company has made good progress during the current financial year and has posted a positive growth in loan amounting to Rs. 8916.82 Lacs as compared to Rs. 5541.50 Lacs in the previous year. The Company has been able to get CC Limit of 1000 Lacs sanctioned from Bank of India, Connaught Place, New Delhi. This will help for the company grow in the finance business.

CORPORATE FINANCE

The Company is dealing in the area of corporate financing where standard equipment, like Generators, CNC Machines and Printing Offset Machines etc. are being financed at very economical rates. The Company is pursuing this line of finance, which is bound to give very good performance in the coming years.

OUTLOOK ON THREATS, RISK AND CONCERNS

The Company has an integrated approach to managing the risks inherent in various aspects of its business. As part of this approach, the Board of Directors is responsible for monitoring risk levels on various parameters, and the management council is responsible for ensuring implementation of mitigation measures, if required. The Audit Committee provides the overall direction on the risk management policies.

INTERENAL CONTROL SYSTEMS AND ADEQUACY

The Internal control environment of the Company is well established, maintained and its effectiveness is assessed regularly. These measures are in the form of procedures/processes set by the management covering all critical and important areas.

The Company has a well-defined organisation structure, authority levels, internal rules and guidelines for conducting business transactions. The management review the actual performance of the business of the Company on regular basis.

The Audit Committee met four times during the year. It reviews the status of implementation of recommendations given by internal auditors and the results of self assessment of internal controls. It also reviewed the quarterly results, secretarial and tax compliances,

SEGMENT REPORTING

The Company operates into single business segment namely Hire Purchase and Loan Finance & investments in India. Therefore information pursuant to AS-17 is not applicable.

BOARD OF DIRECTORS

In accordance with the provisions of the Companies Act, 1956 Mr. R. Gupta, and Mr. Rakesh Joshi, Directors of the Company retires by rotation at the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment. The Board recommends their re-appointment.

FIXED DEPOSITS

Acceptance of fixed deposit in now governed by NBFC (RBI) Directions, 1998 which were notified on 31st January, 1998. The Company continues to comply with all the regulations applicable to it. The Company has passed the Resolution not to accept any Public Deposits except with the special permission received from Reserve Bank of India. So the company has not accepted any deposits from public within the meaning of Sec.58A & Sec.58AA of the Companies Act, 1956 and the Rules made there under during the period under report.

AUDITORS

M/s.T.K. Gupta & Associates, Chartered Accountants, auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. The requisite certificate u/s 224(1 B) of the Companies Act, 1956, has been received from them. The Board recommends their re-appointment. Observations made in the Auditors Report are self- explanatory and therefore do not call for any further explanation.

CORPORATE GOVERNANCE

Your Company is in compliance with the requirement and disclosures with respect to the Code of Corporate Governance as required under Clause 49 of the Listing Agreements entered into with the Stock Exchanges. As a listed company, necessary measures are taken to comply with the Listing Agreement with the Stock exchanges. A report on Corporate Governance, along with a certificate of compliance from the Auditors, forms part of this Report.

DIRECTORS RESPONSIBILITY STATEMENT UNDER SECTION 217

As required under Section 217(2AA) of the Companies Act, 1956 your Directors state that:

- That in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

- The Company had selected such accounting policies and applied them consistently and made judgements that are reasonable and prudent which gives true and fair view of affairs of the Company.

- The Company had taken proper & 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 any fraud and irregularities.

- The Company had prepared accounts on going concern basis.

OTHER INFORMATION

As required U/S 217 (2A) there is no employee who is in receipt of Rs.24,00,000/-or more per annum or of Rs.2,00,000/-or more per month where employed for a part of the year.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING ANDOUTGO

The Information required under rule 2 of the Companies (Disclosure of particulars in the Report of Board of Directors) Rule, 1988 relating to the conservation of energy and technology absorption is not given, as the same is not applicable to your Company.

The particulars of foreign exchange earnings / outgo during the year are given in the Notes of Accounts appearing in Scheduled.

EMPLOYEE DEVELOPMENT

Your Company treats its human resources as its most valuable assets. The Company has a continuous program of developing skills of employees through coutinous upgradation of their skills and periodical training. The management shares a very healthy relationship with its employees.

APPRECIATION

The Directors wish to thank and deeply acknowledge the co-operation, assistance and support extended by the Bankers & Financial Institutions.

The Board appreciates the efforts put in by all employees for their commitment, and dedication to fulfil their corporate duties with diligence and integrity.

Your Directors are also pleased to place on record their appreciation for the excellent support received from Dealers, Business Associates and Customers.

Your Directors also wish to place on record their gratitude towards the estimated shareholders for reposing faith in the management of the Company.

By order of the Board

For INTEC SECURITIES LIMITED

Place: New Delhi SANJEEVGOEL

Dated: 16th June 2009 MANAGING DIRECTOR