NOTICE NOTICE is hereby given that the Twentieth Annual General Meeting of the Members of Capman FinancialsLimited will be held on SATURDAY, 28th September, 2013 at 11.00 AM at Hotel Brass Anchor, N. R. KarodeMarg (Natakwala Lane), S. V. Road, Borivali (West), Mumbai - 400 092, to transact the following business:
ORDINARY BUSINESS
1. To receive, consider and adopt the Audited Balance Sheet as at 31st March, 2013 and the Statement ofProfit and Loss for the year ended on that date together with the Reports of the Board of Directors andthe Auditors' thereon.
2. To appoint a Director in place of Mr. Mukeshbhai M. Italia who retires by rotation and being eligible,offers himself for reappointment.
3. To appoint a Director in place of Mr. Hardik J. Desai who retires by rotation and being eligible, offershimself for reappointment.
4. To appoint M/s. Pankaj P. Sanghavi & Co., Chartered Accountants, Mumbai (Firm RegistrationNo.107356W), as the Auditors of the Company, to hold office from the conclusion of this Annual GeneralMeeting until the conclusion of the next Annual General Meeting of the Company, on such remunerationas may be mutually agreed upon between the Board of Directors and the Auditors, plus reimbursementof service tax, travelling and out of pocket expenses.
1. A MEMBER ENTITLED TO ATTEND AND VOTE IS ENTITLED TO APPOINT A PROXY TO ATTEND ANDVOTE ON A POLL INSTEAD OF HIMSELF AND A PROXY NEED NOT BE A MEMBER OF THE COMPANY.THE INSTRUMENT OF PROXY SHOULD, HOWEVER, BE DELIVERED AT THE REGISTERED OFFICEOF THE COMPANY NOT LESS THAN FORTY-EIGHT HOURS BEFORE THE COMMENCEMENT OF THEMEETING. THE BLANK PROXY FORM IS ENCLOSED.
2. The relevant details relating to the Directors proposed to be appointed at this Annual General Meeting,as required under clause 49 of the Listing Agreement entered into with the Stock Exchanges, areannexed hereto.
3. The Register of Members and the Share Transfer Books of the Company will remain closed fromSaturday, 21st September, 2013 to Saturday, 28th September, 2013 (both days inclusive).
4. The Company has appointed a SEBI approved Registrar and Share Transfer Agent M/s. ShareproServices (India) Pvt. Ltd. Their office address is at 13AB, Samhita Warehousing Complex, 2nd Floor,
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Annual Report 2012-2013
Sakinaka Telephone Exchange Lane, Off Andheri Kurla Road, Sakinaka, Andheri (East), Mumbai- 400072. Members are requested to send all communications and shares for transfer etc. to them.
5. Members holding shares in the physical mode are requested to notify the change in their addresses, ifany, to the Registrar and Share Transfer Agents as per the details given above. Members holdingshares in electronic/ demat form should notify the change in their addresses, if any, to their respectiveDepository Participants.
6. The Ministry of Corporate Affairs ("MCA") has vide Circular Nos. 17/2011 and 18/2011 dated April 21,2011 and April 29, 2011 respectively, taken a 'Green Initiative in Corporate Governance', by allowingpaperless compliances through electronic mode and thereby permitted the companies to senddocuments such as Notice of General Meetings, Audited Financial Statements, Directors' Report, Auditors'Report etc. and any other notice/documents in electronic form in lieu of the paper form. Therefore themembers holding shares in demat form are requested to register their e-mail address with their DPand for the shares held in physical form, with the Registrars and Share Transfer Agents of the Companyand inform the same to the RTA through e-mail at [email protected] mentioning thecompany's name and Folio No. / DP ID and Client ID.
7. As per the provisions of the Companies Act, 1956, facility for making nominations is available to theshareholders in respect of the shares held by them. Nomination forms can be obtained from theRegistrar and Share Transfer Agents M/s. Sharepro Services (India) Pvt. Ltd.
8. Shares of the Company are dealt on the Stock Exchange(s) in Demat form only and therefore themembers holding shares in paper form are requested to dematerialize their physical shares.
9. Members are requested to bring their copy of the Annual Report to the Twentieth Annual GeneralMeeting.
Information pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges with regard to theDirectors seeking reappointment at the forthcoming Annual General Meeting
Sr. Particulars Profile of the Directors No
1 Name of the Director Mr. Mukeshbhai M. Italia Mr. Hardik J. Desai
2 Date of Birth 24/03/1969 20/03/1978
3 Education Qualification B.Com B.Com
4 Date of Appointment on the Board 31st March, 2011 30th May, 2011
5 Category of the Director Non-Executive Director IndependentNon-Executive Director
6 Area of Expertise / Senior He has over 18 years of He has over 14 years ofPositions held / Work Experience experience in textile experience in textile business
business. and is also a director on theBoard of other companies asmentioned below.
7 Details of other Directorships NIL 1. Shri Santram Silk Mills Pvt. Ltd.
2. Trident Tex O Fab Pvt. Ltd.
3. Trident Green EnergyPvt. Ltd.
8 Names of the Other Committees 1. Audit Committeein which Member/ Chairman 2. Remuneration Committee 1. Audit Committee
3. Shareholders'/InvestorGrievance Committee
9 Number of Shares held 13310 NIL
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Annual Report 2012-2013
DIRECTORS’ REPORT
To the Members
Your Directors have pleasure in presenting the Twentieth Annual Report and the Audited Statement ofAccounts of the Company for the financial year ended 31st March 2013.
FINANCIAL RESULTS
The financial results for the year ended 31st March, 2013 are as under:
(` in Lacs)
Particulars 2012-13 2011-12
Total Revenue (Gross) 75.45 60.70Profit before Depreciation 67.60 50.68Less : Depreciation 0.07 0.07
Profit Before Tax 67.53 50.61Less : Provision for Taxation 20.87 15.64
Profit After Taxation 46.66 34.97Less: Taxation of earlier years 0.00 0.05Less: Provision against Standard Assets 1.41 1.26Less: Transferred to Reserve Fund-45 IC 9.33 6.99Add : Balance brought forward 95.89 69.22
Balance Carried to Balance Sheet 131.81 95.89
OPERATIONSDuring the financial year 2012-13, the company has carried only business of financing activity. In respect ofits financing activities, the total interest income (gross) for the year was ` 75.45 lacs as against ` 60.70 lacsfor the previous year. The company has not carried out any investment activity during the year. Further thecompany does not have any borrowed funds and therefore had no interest expenses. Depreciation for theyear was ` 7296/-. The profit before tax for the year is ` 67.53 lacs as against ` 50.61 lacs for the previousyear. Provision for the current income tax amounted to ` 20.87 lacs. The net profit after tax for the current yearis ` 46.66 lacs as against ` 34.97 lacs for the previous year. An amount of ` 9.33 lacs has been transferredto the reserve fund account and ` 1.41 lacs to the provision against standard assets account as mandatedfor the NBFCs. The resultant credit balance after appropriations for the year is ` 35.92 lacs and afterconsidering the brought forward balance of ` 95.89 lacs, the total credit balance of the profit and lossaccount at ` 131.81 lacs is carried to the Balance Sheet as at 31st March, 2013.DIVIDENDDirectors do not propose any dividend in view of moderate profits for the financial year ended on 31st March,2013.DIRECTORSIn accordance with the provisions of the Companies Act, 1956 and the Article of Association of the Company,Mr. Mukeshbhai M. Italia and Mr. Hardik J. Desai, Directors of the Company, retire by rotation at the conclusionof the ensuing Annual General Meeting and are eligible for re-appointment.
AUDITORSM/s. Pankaj P. Sanghavi & Co., Chartered Accountants, Mumbai, the auditors of the Company, retire at theensuing Annual General meeting and are eligible for re-appointment. They have informed the Company thattheir reappointment, if made, will be within the limits prescribed under sub-section (1B) of Section 224 ofthe Companies Act, 1956.
AUDITORS' REPORT
Observations made in the Auditors' Report for the financial year 2012-13 are self-explanatory and therefore,
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CAPMAN FINANCIALS LIMITED
do not call for any further comments under section 217(3) of the Companies Act, 1956.
PUBLIC DEPOSITS
Pursuant to the provisions of Section 58A of the Companies Act, 1956, the Company has not accepted anydeposits from the public during the financial year 2012-13 and that there is no outstanding balance of suchpublic deposits as at 31st March, 2013.
PARTICULARS OF EMPLOYEES
During the year, no employee of the Company received a salary of more than ` 60.00 lacs per annum or `5.00 lacs per month. Accordingly, no particulars of employees are to be given pursuant to the provisions ofSection 217(2A) of the Companies Act, 1956.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO[pursuant to section 217 (1) (e) of the Companies Act, 1956, read with the Companies (Disclosure ofParticulars in the Report of the Board of Directors) Rules, 1988]
During the year, the Company has not carried any activity in relation to conservation of energy or technologyabsorption and therefore particulars with respect thereto is - NIL.
There were no foreign exchange earnings or outgo during the financial year 2012-13.
COMPLIANCE CERTIFICATE
The Company has obtained Compliance Certificate for the financial year 2012-13 in accordance with theprovisions of Section 383A of the Companies Act, 1956 read with Rule 3(2) of the Companies (ComplianceCertificate) Rules, 2001. A copy of the Compliance Certificate dated May 30, 2013 issued by M/s. DayanandSharma & Associates, Practicing Company Secretaries is annexed hereto and forms part of this Report.
CORPORATE GOVERNANCE
As required under Clause 49 of the Listing Agreement, a report on Corporate Governance along with theAuditors' certificate thereon is annexed hereto and forms part of this Report.
MANAGEMENT DISCUSSION AND ANALYSIS
During the financial year 2012-13 the Company has increased its profitability by focusing more on thefinancing activities with the available resources. The management has initiated discussions for growth andrestructuring of the business of the company but the same is still at very preliminary stage. However theCompany will continue to share with its members, details of any other business opportunities as and whenthe same are taken up for such discussions.
The existing business of the company is being expanded within the available resources which may eventuallyimprove the profitability and consequently the values for the stakeholders.
The Company's liquidity and capital resources are sufficient to meet its expected working capitalrequirements for the ongoing business during the current year.
The Company has internal control systems which are adequate with respect to the level of present activities.
The financial performance of the Company is directly correlated to the operational performance of theCompany in view of its nature of business. The financial performance of the Company has been moderatethis year as it earned reasonable profit for the year.
The Company believes in developing human resources and maintaining cordial relations with all itsshareholders, clients, staff and other agencies with whom it needs to deal.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 217 (2AA) of the Companies Act 1956, the Directors, based on theinformation and representations received from the management, confirm that:
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Annual Report 2012-2013
(i) In preparation of the accounts for the financial year ended 31st March 2013, the applicable accountingstandards have been followed;
(ii) Appropriate accounting policies have been selected and applied consistently and have made judgmentsand estimates that are reasonable and prudent so as to give a true and fair view of the state of affairsof the Company as at 31st March, 2013 and of the Statement of Profit and Loss for the year ended on31st March, 2013;
(iii) Proper and sufficient care has been taken for the maintenance of adequate accounting records inaccordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the companyand for preventing and detecting fraud and other irregularities; and
(iv) The annual accounts have been prepared on a going concern basis.
ACKNOWLEDGEMENT
The Board of Directors wish to place on record their sincere appreciation and acknowledge with gratitudethe support and co-operation extended by the shareholders, clients and bankers and look forward to theircontinued support.
By Order and on behalf of the Board
Jagdishbhai K. BodraDirector
Place : MumbaiDate : May 30, 2013
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CAPMAN FINANCIALS LIMITED
DAYANAND SHARMA & ASSOCIATESCOMPANY SECRETARIES
FORM(SEE RULE 3)
COMPLIANCE CERTIFICATE
Registration No. of the Company: L65920MH1993PLC072083Nominal Capital: Rs. 400, 00,000 /-
We have examined the registers, records, books and papers of Capman Financials Limited (the Company) as requiredto be maintained under the Companies Act, 1956, (the Act) and the rules made thereunder and also the provisionscontained in the Memorandum and Articles of Association of the Company for the financial year ended on 31st March,2013 (financial year). In my opinion and to the best of my information and according to the examinations carried out byme and explanations furnished to me by the Company, its officers and agents, I certify that in respect of the aforesaidFinancial Year:
1) The Company has kept and maintained all registers as stated in Annexure `A' to this Certificate, as per theprovisions of the Act and the Rules made thereunder and all entries therein have been duly recorded.
2) The Company has duly filed the Forms and Returns as stated in Annexure `B' to this certificate, with the Registrarof Companies, Ministry of Corporate Affairs within the time prescribed under the Act and the Rules made thereunder.
3) The Company, being a public limited company, comments is not required.
4) During the financial year 2012-2013, eight Board Meetings were held on 03/04/2012, 30/05/2012, 14/08/2012, 11/09/2012, 21/09/2012, 12/11/2012, 10/12/2012 and 14/02/2013 in respect of which meetings proper notices were givenand the proceedings were properly recorded and signed in the Minutes Book maintained for the purpose.
5) The Company has closed its Register of Members from 21st September, 2012 to 28th September, 2012 (both daysinclusive) and necessary compliance of Section 154 of the Act has been made.
6) The annual general meeting for the financial year ended on 31/3/2012 was held on 28th September, 2012 after givingdue notice to the members of the Company and other concerned and the resolutions passed thereat were dulyrecorded in Minutes Book maintained for the purpose.
7) No extra-ordinary General Meeting was held during the Financial Year.
8) The Company has not advanced any loans to its directors or persons or firms or companies referred to underSection 295 of the Act.
9) The Company has not entered into any contracts falling within the purview of Section 297 of the Act.
10) The Company was not required to make any entries in the register maintained under Section 301 of the Act.
11) As there were no instances falling within the purview of Section 314 of the Act, the Company was not required toobtain any approval from the Board of Directors, members or Central Government.
12) The Board of directors or duly constituted Committee of Directors has approved the issue of duplicate sharecertificate.
13) The Company:
i) have delivered all the certificates on lodgment thereof for transfer/transmission or any other purpose inaccordance with the provisions of the Act;
ii) have not deposited any amount in a separate Bank Account, as no dividend was declared during the FinancialYear;
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Annual Report 2012-2013
iii) was not required to post warrants to any member of the Company, as no dividend was declared during theFinancial Year.
iv) have no amount in unpaid dividend account, application money due for refund, matured deposits, matureddebentures and the interest accrued thereon which have remained unclaimed or unpaid for a period of sevenyears during the Financial Year.
v) has generally complied with the requirements of section 217 of the Act
14) The Board of Directors of the Company is duly constituted. There was no appointment of additional directors,alternate directors and directors to fill casual vacancy during the financial year.
15) The Company has not appointed any Managing Director / Whole-time Director / Manager during the Financial Year.
16) The Company has not appointed any sole-selling agents during the Financial Year.
17) The Company was not required to obtain any approvals of the Central Government, Company Law Board, RegionalDirector, Registrar of Companies and/or such other authorities prescribed under the various provisions of the Actduring the Financial Year.
18) The directors have disclosed their interest in other firms/companies to the Board of Directors pursuant to theprovisions of the Act and the rules made thereunder.
19) The Company has not issued any shares, debentures or other securities during the Financial Year.
20) The Company has not bought back any shares during the Financial Year.
21) There was no redemption of preference shares or debentures during the Financial Year.
22) There were no transaction necessitating the Company to keep in abeyance the rights to dividend, rights shares andbonus shares pending registration of transfer of shares in compliance of with the provisions of the Act.
23) The Company has not invited/ accepted any deposits including any unsecured loans falling within the purview ofSection 58A during the Financial Year.
24) The Company has not made any borrowing during the Financial Year ended 31st March 2013.
25) The Company, being a finance company (NBFC) has in its regular course of business, giving loans and advancesand the same have been recorded in its books of accounts and other records. The Company has not givenguarantees or provided securities to other bodies corporate and consequently no entries have been made in theregister kept for the purpose.
26) The Company has not altered the provisions of the Memorandum of Association with respect to situation of theCompany's Registered Office from one state to another during the year under scrutiny.
27) The Company has not altered provisions of the Memorandum of Association with respect to the objects of theCompany during the Financial Year.
28) The Company has not altered provisions of the Memorandum of Association with respect to the name of theCompany during the Financial Year.
29) The Company has not altered provisions of the Memorandum of Association with respect to the share capital of theCompany during the Financial Year.
30) The Company has not altered its Articles of Association during the Financial Year.
31) There was/were no prosecution initiated against or show cause notices received by the Company and no fines orpenalties or any other punishment was imposed on the Company during the financial year, for offences under theAct.
32) The Company has not received any money as security from its employees during the Financial Year.
33) The Company has not constituted its Provident Fund pursuant to Section 418 of the Act and hence the provisions ofSection 418 of the Act are not applicable to the Company.
Signature:
Name of Company Secretary: DAYANAND G SHARMAC. P. No. : 7197
Place: MUMBAIDate: May 30, 2013
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CAPMAN FINANCIALS LIMITED
Annexure A
Registers as maintained by the Company
Sr. No. Particulars Section
1 Register of Members u/s 1502 Minutes Book of Board of Meetings u/s 1933 Minutes Book of Members Meetings u/s 1934 Books of Accounts u/s 2095 Register of contracts, Companies & Firms in which Directors are interested u/s 3016 Register of Directors/Manager/Secretary u/s 3037 Register of Directors share holdings u/s 3078. Register of Transfers
Annexure BForms and Returns as filed by the Company with the Registrar of Companies, during the financial year 2012-13:
Sr. no. Form No./ Filed under For Date of Whether filed If delay in filingReturn section filing within time whether requisite
3. 23ACA 220 P&L for FY ended 22/11/2012 Yes N.A31/03/2012
4. 20B 159 Annual Return for 27/11/2012 Yes N.A29/09/2012
Signature:
Place : MUMBAI Name of Company Secretary: DAYANAND G SHARMA
Date : May 30, 2013 C. P. No. : 7197
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Annual Report 2012-2013
REPORT ON CORPORATE GOVERNANCE
1. Company's Philosophy on Corporate Governance
The Company's philosophy on Corporate Governance envisages attainment of high levels oftransparency, accountability and integrity in the functioning of the Company and the conduct of itsbusiness, its relationship with employees, stakeholders, creditors and customers. The Companyplaces due emphasis on regulatory compliance and believes that its systems and actions must beintegrated for enhancement of corporate performance resulting in the maximization of stakeholders'value in the long run.
2. Board of Directors
(a) The present Board consists of five directors of which two are independent directors.
The composition of the Board of Directors as existed on March 31, 2013 is given as follows with thedetails of category and their other directorships/memberships/ chairperson of board committeesof other public companies excluding private limited companies:
Sr. Directors Category No. of Directorships/Committeememberships inother PublicCompanies
1. Mr. Jagdishbhai K. Bodra Non-Executive Director 22. Mr. Rameshchandra K. Bodra Non-Executive Director 13. Mr. Mukeshbhai M. Italia Non-Executive Director —4. Mr. Hardik J. Desai Independent Non-Executive Director —5. Mr. Kautilbhai P. Patel Independent Non-Executive Director —
(b) Directors Re-appointment and other particulars
Mr. Mukeshbhai M. Italia retires by rotation and is eligible for re-appointment. He was appointed asDirector of the Company on 31.03.2011. His qualification is B.Com and has experience of over 18years in textile business and other trades and industries.
Mr. Hardik J. Desai retires by rotation and is eligible for re-appointment. He was appointed asDirector of the Company on 30.05.2011. His qualification is B.Com and has experience of over 14years in textile business.
(c) Number of Board Meetings
During the financial year 2012-13, Eight Board Meetings were held as follows:
(i) 03rd April, 2012, (ii) 30th May, 2012, (iii) 14th August, 2012 (iv) 11th September, 2012, (v)21st September, 2012 (vi) 12th November, 2012 (vii) 10th December, 2012 (viii) 14th February2013.
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CAPMAN FINANCIALS LIMITED
(d) Directors' attendance record
Name of the Director No. of Board AttendanceMeetings at last AGMattended
Mr. Jagdishbhai K. Bodra 8 YesMr. Rameshchandra K. Bodra 7 —Mr. Mukeshbhai M. Italia 6 —Mr. Hardik J. Desai 6 YesMr. Kautilbhai P. Patel 6 Yes
(e) Code of Conduct
The Company has adopted a code of conduct for all the Board members and they have affirmedcompliance with the same and a declaration to this effect is annexed hereto.
3. Audit Committee
(i) Terms of Reference
The broad terms of reference of the Audit Committee provides for all the matters specified in thisregard in clause 49 of the listing agreement. This includes review of accounting and financialpolicies and practices, financial statements and reporting process and review of internal controland internal audit systems and meetings with statutory auditors and discussing their findings andsuggestions.
(ii) Composition and Meetings
The Audit Committee consists of three non-executive directors of whom two were non-executiveindependent directors namely Mr. Hardik J. Desai and Mr. Kautilbhai P. Patel. Mr. Hardik J. Desaiwas designated as the chairman of the committee. The audit committee held four meetings duringthe financial year ended on March 31, 2013 and Mr. Hardik J. Desai, Mr. Kautilbhai and Mr. JagdishbhaiK. Bodra attended all the meetings.
4. Remuneration Committee
The remuneration committee consisted of Mr. Jagdishbhai K. Bodra, Mr. Kautilbhai P. Patel and Mr.Mukeshbhai M. Italia. No remuneration and sitting fee (for attending Board and Committee meetings)were paid to any of the directors during the year.
5. Shareholders/Investors Grievance Committee
During the year, the Shareholders/ Investors Grievance Committee consisted of Mr. Jagdishbhai K.Bodra, a non-executive director as chairman and Mr. Mukeshbhai M. Italia and Mr. Kautilbhai P. Patel asthe Members. The Shareholders/ Investors Grievance Committee held four meetings during the financialyear ending March 31, 2013 and the same were attended by all the committee members.
Mr. Jagdishbhai K. Bodra has been designated as the Compliance Officer of the Company.
As per the quarterly reports received from the Registrar and Share Transfer Agents (RTA) namelySharepro Services (India) Pvt. Ltd., only one complaint was received from the shareholder of the Companyduring the financial year 2012-13 and the same was processed and replied by the Registrar and ShareTransfer Agents namely Sharepro Services (India) Pvt. Ltd. and also by the Company. There were nocomplaints pending as at the end of the year.
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Annual Report 2012-2013
The number of share transfers received during the year under review and which remained pending atthe end of the year were- Nil.
6. General Body Meetings
(a) The venue and time of the last three Annual General Meetings held are as follow:
Financial Year Date of AGM Time Location
2011 – 2012 28th September, 2012 11.00 AM Hotel Brass Anchor, N. R. Karode MargNatakwala Lane, S.V. Road Borivali(West), Mumbai-400 092
2010 – 2011 24th September, 2011 11.00 AM Hotel Brass Anchor, N. R. Karode MargNatakwala Lane, S.V. Road Borivali(West), Mumbai-400 092
2009 – 2010 24th July, 2010 10.30 AM Hotel Brass Anchor, N. R. Karode MargNatakwala Lane, S.V. Road Borivali(West), Mumbai-400 092
(b) Special Resolutions
Details of Special Resolution(s) passed in the previous three Annual General Meetings of theCompany are as under:
There are no special resolutions passed in the previous three Annual General Meetings.
7. Disclosures
(a) There are no materially significant related party transactions that may have potential conflict withthe interest of the Company at large. Further the particulars of related party transactions as per theAS-18 have been annexed to the accounts of the Company.
(b) There were no recorded transactions, the accounting treatment of which was different from thatprescribed in Accounting Standards.
(c) There has not been any instance of levy of any penalty by the Stock Exchange (s) or SEBI due tonon-compliance of any matter related to capital markets during the last three financial years.
(d) CEO/CFO Certification - Mr. Jagdishbhai K. Bodra, director has given the required certification inthis regard to the Board of Directors as provided in clause 49(V) of the Listing Agreement.
(e) The Company has complied with all mandatory requirements of Clause 49 of the Listing Agreement.The Company may also take up the non mandatory requirements of Clause 49 in due course oftime.
8. Means of Communication (to the extent implemented)
The Company has regularly filed its Quarterly and Half-yearly and Yearly results with the relevant StockExchanges and published the same in newspapers viz. Business Standard and Mumbai Lakhswadeep.
The Management discussions and analysis is included and form part of the Directors Report for theyear 2012-2013.
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CAPMAN FINANCIALS LIMITED
9. General Shareholders Information:
(a) Annual General Meeting
Date and time : Saturday, 28th September, 2013 at 11.00 AM
Venue : Hotel Brass Anchor, N. R. Karode Marg(Natakwala Lane) S.V. Road, Borivali (West),Mumbai-400 092
(b) Date of Book closure : Saturday, 21st September, 2013 to Saturday,28th September, 2013 (both days inclusive)
(e) The Company has paid listing fees to the Bombay Stock Exchange Ltd. (BSE), Jaipur Stock ExchangeLtd. and Madhya Pradesh Stock Exchange Ltd. up to and for the financial year 2013-2014. TheCompany has also paid annual custodial fees to the NSDL and CDSL up to and for the financialyear 2013-2014.
M/s. Sharepro Services (India) Pvt. Ltd. is a SEBI approved Registrars and Share Transfer Agentsand they are authorized for both physical and electronic transfers and dematerialization of sharesand all matters related to shareholders records.
(j) Share Transfer System
The share transfer/s is normally effected within a period of 15 days by the RTA after complying withstatutory requirements provided the documents being complete in all respects. The Companyapproves share transfers and other related matters as per the reports received from the RTA M/s.Sharepro Services (India) Pvt. Ltd.
(k) Distribution of Shareholding as on 31st March, 2013:
RANGE SHAREHOLDERS SHARES
No. of shares Numbers % of Total Numbers % to TotalShareholders Shares
Sr. No. Category No. of Percentage ofShares held Shareholding
1. NRI 8888 0.252. Promoters 1319651 37.453. Bodies Corporate 526930 14.954. Indian Public 1668331 47.35
Total 3523800 100
(m) Dematerialization of Shares as on 31.3.2013
As at 31.03.2013, 82.22% of the Company's total Share Capital representing 2897100 equityshares was held in dematerialized form and the balance 17.78% representing 626700 shareswere held in paper/physical form.
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CAPMAN FINANCIALS LIMITED
(n) Address for Correspondence:
Shareholders may write to the Registrars and Share Transfer Agents and / or to the registeredoffice of the Company as per the details given below:
DECLARATION REGARDING COMPLIANCE WITH CODE OF CONDUCT
All the Board Members have affirmed compliance to the Code of Conduct for the financial year 2012-2013.
Jagdishbhai K. BodraDirector
Date : May 30, 2013Place: Mumbai
17
Annual Report 2012-2013
INDEPENDENT AUDITORS’ CERTIFICATE ON COMPLIANCE OF CONDITIONS OFCORPORATE GOVERNANCE
To,The Members ofCapman Financials Limited
We have examined the compliance of conditions of Corporate Governance by Capman Financials Ltd. forthe year ended on 31st March, 2013 as stipulated in Clause 49 of the Listing Agreement of the saidCompany with the Stock Exchanges.
The compliance of the conditions of Corporate Governance is the responsibility of the Management. Ourexamination was limited to review of the procedures and implementation thereof, adopted by the Companyto ensure compliance with conditions of Corporate Governance. It is neither an audit nor an expression ofopinion on the financial statements of the Company.
In our opinion and to the best of our information and according to the explanations given to us and basedon the representations made by the directors and management, we certify that the company has compliedwith the conditions of Corporate Governance as stipulated in the above mentioned Listing Agreement.
We further state that such compliance is neither an assurance as to the future viability of the company northe efficiency or the effectiveness with which the management has conducted the affairs of the Company.
For Pankaj P. Sanghavi & Co.Chartered Accountants
Ankit P. SanghaviPartner
M.No. 131353 Firm Reg No. 107356W
Place: MumbaiDate : May 30, 2013
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CAPMAN FINANCIALS LIMITED
INDEPENDENT AUDITORS’ REPORT
To,The Members,CAPMAN FINANCIALS LIMITED
REPORT ON FINANCIAL STATEMENTS
We have audited the accompanying financial statements of CAPMAN FINANCIALS LIMITED ("the Company"),which comprise the Balance Sheet as at March 31, 2013, and the Statement of Profit and Loss and CashFlow Statement for the year then ended, and a summary of significant accounting policies and otherexplanatory information.
MANAGEMENTS RESPONSIBILITY FOR THE FINANCIAL STATEMENTS
Management is responsible for the preparation of these financial statements that give a true and fair viewof the financial position, financial performance and cash flows of the Company in accordance with theAccounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 ("the Act").This responsibility includes the design, implementation and maintenance of internal control relevant to thepreparation and presentation of the financial statements that give a true and fair view and are free frommaterial misstatement, whether due to fraud or error.
AUDITORS' RESPONSIBILITY
Our responsibility is to express an opinion on these financial statements based on our audit. We conductedour audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants ofIndia. Those Standards require that we comply with ethical requirements and plan and perform the audit toobtain reasonable assurance about whether the financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in thefinancial statements. The procedures selected depend on the auditor's judgment, including the assessmentof the risks of material misstatement of the financial statements, whether due to fraud or error. In makingthose risk assessments, the auditor considers internal control relevant to the Company's preparation andfair presentation of the financial statements in order to design audit procedures that are appropriate in thecircumstances. An audit also includes evaluating the appropriateness of accounting policies used and thereasonableness of the accounting estimates made by management, as well as evaluating the overallpresentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for ouraudit opinion.
OPINION
In our opinion and to the best of our information and according to the explanations given to us, the financialstatements give the information required by the Act in the manner so required and give a true and fair viewin conformity with the accounting principles generally accepted in India:
a) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2013;
b) in the case of the Statements of Profit and Loss, of the profit for the year ended on that date; and
c) in the case of the Cash Flow Statement, of the cash flows for the year ended on that date.
REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS
1. As required by the Companies (Auditor's Report) Order, 2003 ("the Order") issued by the CentralGovernment of India in terms of sub-section (4A) of section 227 of the Act, we give in the Annexure astatement on the matters specified in paragraphs 4 and 5 of the Order.
2. As required by section 227(3) of the Act, we report that:
a) we have obtained all the information and explanations which to the best of our knowledge andbelief were necessary for the purpose of our audit;
b) in our opinion proper books of account as required by law have been kept by the Company so far
19
Annual Report 2012-2013
as appears from our examination of those books
c) the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement dealt with by thisReport are in agreement with the books of account.
d) in our opinion, the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement complywith the Accounting Standards referred to in subsection (3C) of section 211 of the Companies Act,1956;
e) on the basis of written representations received from the directors as on March 31, 2013, andtaken on record by the Board of Directors, none of the directors is disqualified as on March 31,2013, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 ofthe Companies Act, 1956.
For PANKAJ P. SANGHAVI & CO.Chartered Accountants
Firm Reg. No. 107356W
(Ankit P. Sanghavi) Partner
Mumbai: May 30, 2013 M. No. 131353
20
CAPMAN FINANCIALS LIMITED
Annexure to the Independent Auditors’ Report
The Annexure referred to Our Report of even date to the members of CAPMAN FINANCIALS LIMITED on the accountsof the company for the year ended March 31, 2013.
On the basis of such checks as we considered appropriate and according to the information and explanation given to usduring the course of our audit, we report that:
1) In respect of its Fixed Assets:
a) The Company has maintained proper records showing full particulars including quantitative detailsand situation of its fixed assets.
b) The fixed assets were physically verified during the year by the management at regular intervalconsidering the size of the Company and nature of assets. According to the information andexplanation given to us, no material discrepancies have been noticed on such verification.
c) No disposal of a substantial part of fixed assets of the Company has taken place during the year.
2) The company does not have inventory, accordingly Paragraph 4 (ii) is not applicable to the company.
3) a) According to the information and explanation given to us, the Company has not given any loanssecured or unsecured, to companies, firms and other parties covered in the register maintained U/S 301 of the Companies Act, 1956
b) According to the information and explanation given to us, the Company has not taken any loansecured or unsecured, from companies, firms and other parties covered in the register maintainedU/S 301 of the Companies Act, 1956.
4) In our opinion, and according to the information and explanations given to us, there is an adequateinternal control system commensurate with the size of the Company and the nature of its business, forfixed assets and for the sale of goods and services. During the course of our audit no major weaknesshas been noticed in the internal control system in respect of these areas. During the course of ouraudit, we have not observed any continuing failure to correct major weakness in internal control systemof the company
5) According to the information and explanation given to us, the company has not entered in any transactionscovered U/S 301 of the Companies Act, 1956, accordingly Paragraph 4 (v) is not applicable to thecompany.
6) In our opinion and according to the information and explanations given to us, the Company has notaccepted any deposits during the year from the public within the meaning of section 58A and 58AA orany other relevant provisions of the Companies Act, 1956 and the Companies (Acceptance of Deposit)Rules, 1975.
7) In our opinion, the Company has Internal Audit System commensurate with the size and nature of itsbusiness.
8) The Central Government has not prescribed the maintenance of cost record under Section 209(1) (d)of the Companies Act, 1956 for the business carried out by the Company. Accordingly, paragraph 4(viii)of the Order is not applicable.
9) According to the information and explanation given to us the Company has delayed in depositingundisputed statutory dues including Income Tax, TDS, Profession Tax and other statutory dues with theappropriate authorities. According to the information and explanation given to us, there are no undisputedamount payable in respect of such statutory dues which have remained outstanding as at 31st March,2013 for a period of more than six months from the day they become payable.
21
Annual Report 2012-2013
10) The Company does not have any accumulated losses at the end of the financial year and has notincurred cash losses in the financial year and in the immediately preceding financial year.
11) The Company has not defaulted in repayment of dues to any financial institution or bank.
12) The Company has not granted loans and advances on the basis of security by way of pledge of shares,debentures or other securities
13) We are informed that the provisions of any special statute applicable to Chit Fund, Nidhi funds, or MutualBenefit Fund/Society do not apply to the company.
14) According to the information and explanation given to us, the company has had no dealing or trading inshares, securities, debentures and other investments.
15) According to the information and explanation given to us, the company has not given any guarantees forloans taken by others from Banks or other Financial Institutions, accordingly Paragraph 4 (xv) is notapplicable to the company.
16) According to the information and explanation given to us, the company has not taken any Term Loans;accordingly Paragraph 4 (xvi) is not applicable to the company.
17) According to the information and explanation given to us, there are no funds raised by the company,accordingly Paragraph 4 (xvii) is not applicable to the company.
18) According to the information and explanation given to us the Company has not made preferentialallotment of shares to parties and companies covered in the register maintained under Section 301 ofThe Companies Act, 1956. Accordingly Paragraph 4 (xviii) is not applicable to the company.
19) The Company did not have any outstanding debenture during the year. Accordingly, paragraph 4(xix) ofthe Order is not applicable.
20) The Company has not raised any money by public issues during the year. Accordingly, paragraph 4(xx)of the Order is not applicable.
21) To the best of our knowledge and belief and according to the information and explanation given to us,no fraud on or by the Company was noticed or reported during the course of our audit.
For PANKAJ P. SANGHAVI & CO. Chartered Accountants Firm Reg. No. 107356W
(Ankit P. Sanghavi)Partner
Mumbai: May 30, 2013 M.No.131353
22
CAPMAN FINANCIALS LIMITED
BALANCE SHEET AS AT 31ST MARCH, 2013
Note As atNo. 31.03.2012
( `̀̀̀̀) ( `̀̀̀̀)
EQUITY AND LIABILITIESShareholder's FundsShare Capital 2 35,238,000 35,238,000Reserves and Surplus 3 18,527,026 13,860,805
20,463 27,759Current AssetsCash and Cash Equivelent 8 102,529 192,681Short Term Loans and Advances 9 56,505,520 50,127,612Other Current Assets 10 2,453,275 1,744,579
59,061,324 52,064,872
TOTAL OF ASSETS 59,081,787 52,092,631
Accounting Policies and Notes to Accounts 1 to 16The notes referred to above form an integral part of this Financial Statements.This is the Balance Sheet referred in our report of even date.
For Pankaj P. Sanghavi & Co. For and on behalf of the BoardChartered AccountantsFirm Reg No. 107356W
Ankit P. Sanghavi Rameshchandra K. Bodra Mukeshbhai M. ItaliaPartner Director DirectorM.No.: 131353
Jagdishbhai K. BodraPlace: Mumbai DirectorDate : May 30, 2013
23
Annual Report 2012-2013
STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED MARCH 31, 2013
Note For the Year endedNo. March 31, 2012
( `̀̀̀̀) ( `̀̀̀̀)
REVENUERevenue from Operations 11 7,531,643 6,070,083Other Income 12 13,606 —
TOTAL OF REVENUE 7,545,249 6,070,083
EXPENSES
Employee Benefit Expenses 13 398,858 288,690
Depreciation and Amortization Expenses 7 7,296 7,296
Other Expenses 14 386,248 713,490
TOTAL OF EXPENSES 792,402 1,009,476
Profit Before Tax 6,752,847 5,060,607
Tax Expenses:
Current Tax 2,088,000 1,563,780Deferred Tax (1,374) —
2,086,626 1,563,780
Profit for the Period 4,666,221 3,496,827
Earning per Equity Share 15
Basic/Diluted 1.32 0.99
Accounting Policies and Notes to the Accounts 1 to 16
The notes referred to above form an integral part of this Financial Statements.This is the Statement of Profit and Loss referred in our report of even date.
For Pankaj P. Sanghavi & Co. For and on behalf of the BoardChartered AccountantsFirm Reg No. 107356W
Ankit P. Sanghavi Rameshchandra K. Bodra Mukeshbhai M. ItaliaPartner Director DirectorM.No.: 131353
Jagdishbhai K. BodraPlace: Mumbai DirectorDate : May 30, 2013
24
CAPMAN FINANCIALS LIMITED
CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2013
For the Year Ended31.3.2012
( `̀̀̀̀) ( `̀̀̀̀)
A. Cash Flow from Operating Activities:Net Profit before Tax and Extraordinary Items 6,752,847 5,060,607Adjustments For:Depreciation 7,296 6,760,143
Operating Profit before Working Capital Changes 67,60,143 5,067,903
Adjustments for:Trade and Other Receivables & Advances (6,377,908) (5,654,755)Payables For Expenses 1,141,059 463,651
(5,236,849) (5,191,104)Cash Generated From Operations 1,523,294 (123,201)Direct Taxes (1,613,446) (778,553)
Net Cash from operating activities (90,152) (901,754)B. Cash Flow from Investing Activities:Sale/(Purchase) of Fixed Assets — —
Net Cash from Investing activities — —
Net Increase/(Decrease) in cash and cash equivalents (90,152) (901,754)
Cash and Cash Equivalents as at the commencementof the year (Opening Balance) 192,681 1,094,435
Cash and Cash Equivalents as at the endof the year (Closing Balance) 102,529 192,681
Net Increase/(Decrease) as stated above (90,152) (901,754)
Components of Cash and Cash EquivalentCash on Hand 97,024 8,013Cheques-in-hand — 180,654With Banks- On Current Account 5,505 4,014
102,529 192,681
This is the Cash Flow Statement referred to in our report of even date.For Pankaj P. Sanghavi & Co. For and on behalf of the BoardChartered AccountantsFirm Reg No. 107356W
Ankit P. Sanghavi Rameshchandra K. Bodra Mukeshbhai M ItaliaPartner Director DirectorM.No.: 131353
Jagdishbhai K. BodraPlace: Mumbai DirectorDate : May 30, 2013
25
Annual Report 2012-2013
SIGNIFICANT ACCOUNTING POLICIES AND NOTES TO THE ACCOUNTS
1: SIGNIFICANT ACCOUNTING POLICIES:
1. BASIS OF PREPARATION OF FINANCIAL STATEMENTS:
i. The financial statements have been prepared in compliance with all material aspects with the AccountingStandards notified by Companies (Accounting Standards) Rules, 2006 (as amended and the relevant provisionsof the Companies Act, 1956.
ii. Financial Statements are based on historical cost and are prepared on accrual basis except for certainfinancial instruments which are measured at fair value.
iii. The preparation of financial statements in conformity with the generally accepted accounting principles requiresmanagement to make estimates and assumptions that affect the reported amounts of assets and liabilities anddisclosure of contingent liabilities at the date of financial statements and the results of operations during thereporting period end.
iv. Accounting Policies have been consistently applied by the company and are consistent with those used in theprevious year and except where a newly issued accounting standard is initially adopted or a revision to anexisting accounting standard requires a change in the accounting policy hitherto in use.
2. FIXED ASSETS:
i. Fixed assets are stated at cost of acquisition or construction (net of MODVAT/ CENVAT credit availed), net ofaccumulated depreciation, amortization and impairment losses if any, except freehold land which is carried atcost less impairment losses.
ii. Advances paid towards the acquisition of fixed assets outstanding at each Balance Sheet date and the costof fixed assets not ready for their intended use before such date are disclosed under Capital Work in Progress.
iii. Machinery spares which can be used only in connection with a particular item of fixed asset and the use ofwhich is irregular are capitalized at cost net of MODVAT/ CENVAT.
3. DEPRECIATION:
i. Depreciation is provided on Straight Line Method ("S.L.M"). The depreciation rates prescribed in Schedule XVIto the Companies Act, 1956 are considered as the minimum rates. If the management's estimate of the usefullife of a fixed asset at the time of acquisition of the asset or of the remaining useful life on a subsequent reviewis shorter than that envisaged in the aforesaid schedule, depreciation at a higher rate based on the management'sestimate of useful life/ remaining life.
ii. Depreciation on additions to fixed assets is provided on a pro-rata basis from the date of acquisition orinstallation and in the case of new project, from the date of commencement of commercial production. Depreciationon assets sold, discarded, demolished or scrapped is provided upto the date on which the said asset is sold,discarded, demolished or scrapped.
iii. In respect of an asset for which impairment loss is recognised, depreciation is provided on the revised carryingamount of the assets over its remaining useful life.
iv. Where depreciable assets are revalued, depreciation is provided on the revalued amount and the additionaldepreciation on accretion to assets on revaluation is transferred from revaluation reserve to the Statement ofProfit and Loss Account.
v. Asset costing less than ` 5,000/- are fully charged to the Statement of Profit and Loss in the year of acquisition.
4. CASH AND BANK BALANCES :
i. Cash and Bank balances in the Balance Sheet comprise cash at bank including fixed deposits, cheques in handand cash in hand.
ii. Cash and cash equivalents for the purposes of cash flow statement comprise cash at bank and in hand andshort term investments with an original maturity of three months or less.
5. REVENUE RECOGNITION:
i. Profit or loss from sale of investments in shares and securities, whether held as current investment or longterm investment, are recognized on transaction dates.
26
CAPMAN FINANCIALS LIMITED
ii. Interest income is recognized on a time proportion basis taking into account the amount outstanding and the rateapplicable.
iii. In respect of other heads of income, the Company follows the practice of accounting of such income onaccrual basis subject to the prudential norms as may be applicable.
6. EMPLOYEE BENEFITS:
Short term Employee benefits:
All employee benefits payable wholly within twelve months rendering the services are classified as short termemployee benefits. Benefits such as salaries, wages and short term compensated absences, etc. and theexpected cost of ex-gratia is recognized in the period in which employee renders the related services.
7. TAXATION:
i. Income Tax:
The Current charge for income taxes is calculated in accordance with the relevant tax regulations. Tax liabilityfor taxes has been computed after considering Minimum Alternative Tax (MAT). The excess tax paid under MATprovisions being over and above regular tax liability can be carried forward and set off against future taxliabilities computed under regular tax provisions. Accordingly, MAT credit has been recognized, whereverapplicable on the balance sheet which can be carried forward for the period of ten year form the year ofrecognition.
ii. Deferred Tax:
Deferred tax assets and liabilities are recognized for the future tax consequences attributed to timing differencesthat result between profit offered for income taxes and the profit as per the financial statements.
Deferred tax assets and liabilities are measured using the tax rate and tax laws that have been enacted orsubstantively enacted by the balance sheet date. The effect on deferred tax assets and liabilities of a changesin tax rates is recognized in the period that includes the enactment / substantive enactment date.
Deferred tax assets on timing differences are recognized only if there is a reasonable certainty that sufficientfuture taxable income will be available against which such deferred tax assets can be realized however,deferred tax assets on the timing difference when unabsorbed depreciation and losses carried forward exist,are recognized only to the extent that there is virtual income will be available against which such deferred taxassets can be realized.
Deferred tax assets are reassessed for the appropriateness of their respective carrying amounts at eachbalance sheet date.
The Company offsets, on a year on year basis, it's current and non current tax assets and liabilities, where ithas a legally enforceable right and where it intends to settle such assets and liabilities on a net basis.
8. PROVISIONS AND CONTINGENT LIABILITIES:
i. Provisions are recognized when the company event, it is probable that an outflow of resources will berequired to settle the obligation, and a reliable estimate can be made of the amount of obligation.
ii. A disclosure for a contingent liability is made when there is a possible obligation or a present obligation that may,but probably will not, require an outflow of resources, where there is a possible obligation or present obligationin respect of which the likelihood of outflow of resources is remote, no provision or disclosure is made.
i. Loss contingencies arising from claims, litigation, assessment, fines, penalties, etc. are recorded when it isprobable that a liability has been incurred and the amount can be reasonably estimated.
Contingent assets are neither recognized nor disclosed in the financial statements
9. EARNINGS PER SHARE:
i. Basic:
The number of equity share used in computing basic earning per share is the weighted average number ofshare outstanding during the year.
ii. Diluted:
The number of equity share used in computing diluted earnings per share comprises the weighted averagenumber of equity share considered for deriving basic earning per share and also the weighted averagenumber of equity share that could have been issued on the conversion of all dilutive potential equity shares.
27
Annual Report 2012-2013
Dilutive potential equity share are deemed converted as of the beginning of the period unless issued at a laterdate. The number of equity share adjusted for any stock splits and bonus share issued.
10. CASH FLOW STATEMENT :
Cash Flow are reported using the indirect method, whereby net profits before tax is adjusted for the effects oftransactions of non cash nature and any deferrals or accruals of part or future cash receipts or payments. Thecash flows from regular revenue generating investing and financing activities of the company are segregated.
NOTES TO THE ACCOUNTS FOR THE YEAR ENDED 31ST MARCH, 2013
As at31.03.2012
( `̀̀̀̀ ) ( `̀̀̀̀ )
NOTE-2: SHARE CAPITALAuthorised Capital39,50,000 (39,50,000) Equity shares of `10 each 39,500,000 39,500,00050000 (50000) 12% Non-Cumulative Redeemable 500,000 500,000Preference Shares of `10 Each
40,000,000 40,000,000
Issued, Subscribed and Paid up Capital3523800 (3523800) Equity Shares of `10 eachfully paid up for cash at par 35,238,000 35,238,000
35,238,000 35,238,000
A. Reconcilation Of Shares Outstanding at Beginning and at the end of reporting period
31st March 2013 31st March 2012No.(s) `̀̀̀̀ No.(s) `̀̀̀̀
Equity Shares of `̀̀̀̀ 10 Each fully paid
At the beginning of the Year 3,523,800 35,238,000 3,523,800 3,523,800Issued during the Year NIL NIL NIL NIL
Outstanding at the end of the Year 3,523,800 35,238,000 3,523,800 3,523,800
B. List Of Shareholders holding more than 5% Shares in the company
31st March 2013 31st March 2012Equity Shares Of `̀̀̀̀ 10 Each fully paid No. % Holding No. % Holding
Company has issued only one category of Equity Shares as stated above. Company does not have any kind ofOutstanding Preference Shares or Convertible Warrant or any other kind of instrument other than the Equity Shares asstated above
For the period of Five Years immediately preceding, 31st March, 2013 company has not:-(i) allotted any Shares as fully paid up pursuant to contract(s) without payment being received in cash
(ii) allotted any shares as fully paid up by way of bonus shares.
(iii) bought back any shares.
28
CAPMAN FINANCIALS LIMITED
As at31.03.2012
`̀̀̀̀ `̀̀̀̀
NOTE - 3: RESERVES AND SURPLUS General Reserve: Opening Balance 1,000,000 1,000,000 Reserve Fund under Section 45-IC Opening Balance 3,035,776 2,336,411 Add: Addition during the year 933,244 699,365
3,969,020 3,035,776
Contingent Provisions against Standard Assets Opening Balance 236,501 111,182 Add: Addition during the year 141,264 125,319
377,765 236,501 Profit And Loss Account Profit for the Year As per Profit and Loss Account 4,666,221 3,496,827 Less: Provisons Against Standard Assets 141,264 125,319 Less: Transfer to Reserve Fund- 45 IC 933,244 699,365 Less: Prior Period Tax Expenses — 4,928
The Company has transferred an amount of ` 9,33,244/- (P.Y. ` 6,99,365/-) to the Reserve Fund in accordance with theprovisions of Section 45-IC of the RBI Act, 1934.
The Company has transferred an amount of ` 1,41,264/- (P.Y. ` 1,25,319/-) to a separate account titled as ContingentProvisions against Standard Assets in accordance with RBI Notification No. DNBS.223/CGM (US) - 2011 dated January17, 2011 and the balance of the account has been shown under the head Reserves and Surplus
4: DEFERRED TAX LIABILITIES (NET)
Based on general prudence, the Company has not recognized deferred tax asset in respect of the difference of thedepreciation as per the Companies Act, 1956 and the Income Tax Act, 1961. The details of deferred tax asset andliability provided during the year are given as under:
As at31.03.2012
( `̀̀̀̀ ) ( `̀̀̀̀ )
Deferred Tax Asset:Opening Balance — —Less: for reversal of provision for bad — —and doubtful debtsBalance Deferred Tax Asset Nil Nil
Deferred Tax Liability:In respect of depreciation on Fixed Assets:Opening Balance 7,162 7,162Addition (Deletion) for the year (1,374) —
5: OTHER CURRENT LIABILITIESSundry Payables 1,659,193 518,134
6: SHORT TERM PROVISIONSProvision for Taxation:Provision for Income Tax for A.Y. 2011-12 — 904,750Provision for Income Tax for A.Y. 2012-13 1,563,780 1,563,780Provision for Income Tax for A.Y. 2013-14 2,088,000 —
3,651,780 2,468,530
As at31.03.2012
( `̀̀̀̀ ) ( `̀̀̀̀ )
8: CASH AND CASH EQUIVELENTCash on hand 97,024 8,013Balance with Scheduled Bank-In Current Account 5,505 4,014Cheques-in-hand — 180,654
102,529 192,681
As at31.03.2012
( `̀̀̀̀ ) ( `̀̀̀̀ )
9: SHORT TERM LOANS AND ADVANCES(Unsecured, Considered good unless stated otherwise)Loans And Advances 56,505,520 50,127,612(Including Interest Accrued)
10: OTHER CURRENT ASSETSIncome Tax and TDS 2,453,275 1,744,579
11: REVENUE FROM OPERATIONSFINANCING ACTIVITYInterest (Gross) 7,531,643 6,070,083
7,531,643 6,070,083
12: OTHER INCOMEInterest on Income Tax Refund 13,606 —
14: OTHER EXPENSESPrinting and Stationary 45,396 45,062Postages and Courrier Charges 17,325 15,219Telephone and Internet Charges 7,579 14,265Conveyance Charges 11,142 22,994Advertisement Expenses 64,776 51,186Share Transfer Agents Charges 34,437 48,831NSDL/CDSL Annual Fees 13,743 13,589Listing Fees-Stock Exchanges 30,177 29,739Miscellaneous Expenses 18,455 24,765Office and Other Expenses 28,840 79,917Professional Charges 23,750 202,823Sundry Balance Written Off — 108,820Auditors' RemunerationAudit Fee 49,298 16,854Tax Audit Fee 5,899 5,618Fee for Other Services 35,431 33,808
90,628 56,280
386,248 713,490
15: Earnings Per Share - Basic and DilutedDetails of Earning per Share as per AS-20 are given as under. The Company does not have any outstanding dilutivepotential equity shares.
Particulars Unit 2012-13 2011-12
a. Profit after taxation for the year ` 4,666,221 3,496,827b. Weighted average number of Equity Shares Nos. 3,523,800 3,523,800c. Basic/diluted EPS (per share of ` 10 each) ` 1.32 0.99
16: OTHER NOTES i. As required in terms of Paragraph 13 of Non-Banking Financial (Non-Deposit Accepting or Holding) Companies
Prudential Norms (Reserve Bank) Directions, 2007, a Schedule is appended to the Balance Sheet
ii. Figures for the previous year have been re-grouped and re-arranged whereever they are considered necessaryto make the same comparable with figures for the current year according to requirements of Revised Schedule-VI of Companies Act.
For Pankaj P. Sanghavi & Co. For and on behalf of the BoardChartered AccountantsFirm Reg No. 107356W
Ankit P. Sanghavi Rameshchandra K. Bodra Mukeshbhai M. ItaliaPartner Director DirectorM.No.: 131353
Place: Mumbai Jagdishbhai K. BodraDate : May 30, 2013 Director
31
Annual Report 2012-2013
Schedule appended to the Balance Sheet As At 31st March, 2013[as required in terms of Paragraph 13 of Non-Banking Financial
(Non-Deposit Accepting or Holding) Companies Prudential Norms(Reserve Bank) Directions, 2007]
Particulars Amount Outstanding ` Amount Overdue `
Liabilities Side :
(1) Loans and Advances availed by the NBFC inclusiveof interest accrued thereon but not paid: Nil Nil(a) Debentures : Secured — —
: Unsecured — — (other than falling within the meaning of public deposits)
(b) Deferred Credits — —(c) Term Loans — —(d) Inter-corporate loans and borrowing — —(e) Commercial Paper — —(f) Public Deposits — —(g) Other Loans (specify nature) — —
Assets side :
Amount outstanding `
(2) Break-up of Loans and Advances including Bills Receivables[other than those included in (4) below]:
(a) Secured —(b) Unsecured 5,65,05,520
(3) Break up of Leased Assets and Stock on Hire and Other assets NILcounting towards AFC activities:
(i) Lease Assets including lease rentals under Sundry Debtors: —(a) Financial Lease(b) Operating Lease
(ii) Stock on Hire including hire charges under sundry debtors: —(a) Assets on Hire(b) Repossessed Assets
(iii) Other loans counting towards AFC activities(a) Loans where Assets have been repossessed —(b) Loans other than (a) above
(4) Break-up of Investments :
Current Investments :
1. Quoted :(i) Shares: (a) Equity —
(as valued scrip-wise at lower of cost or market value) —Equity-Held as Investments —
(b) Preference —(ii) Debentures and Bonds —(iii) Units of mutual funds —(iv) Government Securities —(v) Others (please specify) —
2. Unquoted:(i) Shares: (a) Equity —
(b) Preference —(ii) Debentures and Bonds —(iii) Units of mutual funds —(iv) Government Securities —(v) Others (Please specify)
32
CAPMAN FINANCIALS LIMITED
Long Term investments: —
1. Quoted:
(i) Share: (a) Equity —(b) Preference —
(ii) Debentures and Bonds —(iii) Units of mutual funds —(iv) Government Securities —(v) Others (Please specify) —
2. Unquoted:
(i) Shares: (a) Equity —(b) Preference —
(ii) Debentures and Bonds —(iii) Units of mutual funds —(iv) Government Securities —(vi) Others (Please specify) —
Total Nil
(5) Borrower group-wise classification of assetsfinanced as in (2) and (3) above:
Category Amount net of provisionsSecured Unsecured Total
` ` `
1. Related Parties(a) Subsidiaries — — —(b) Companies in the same group — — —(c) Other related parties — — —
2. Other than related parties — 5,65,05,520 5,65,05,520
Total — 5,65,05,520 5,65,05,520
(6) Investor group-wise classification of all investments(current and long term) in shares and securities(both quoted and unquoted):
Category Market Value / Book ValueBreak up or (Net of Provisions)
fair value or NAV(Market Value)
1. Related Parties(a) Subsidiaries — —(b) Companies in the same group — —(c) Other related parties — —
2. Other than related parties — —
Total Nil Nil
(7) Other informationParticulars Amount
(i) Gross Non-Performing Assets(a) Related parties Nil(b) Other than related parties Nil
(ii) Net Non-Performing Assets
(a) Related parties Nil(b) Other than related parties Nil
Name of the Shareholder/Proxy : ..............................................................................................................................
No. of Shares held : .........................................................................................................................
I hereby record my presence at the Twentieth Annual General Meeting of the Company held on Saturday, 28th September,2013 at 11.00 AM at Hotel Brass Anchor, N. R. Karode Marg ( Natakwala Lane), S. V. Road, Borivali (West), Mumbai –400 092.
SHARE HOLDERS ATTENDING THE MEETING IN PERSON OR BY PROXY ARE REQUESTED TO COMPLETE THEATTENDANCE SLIP AND HAND IT OVER AT THE ENTRANCE OF THE MEETING HALL.
SHARE HOLDERS ARE REQUESTED TO BRING THEIR COPY OF THE ANNUAL REPORT WITH THEM.
of..................................................... being a member/members of CAPMAN FINANCIALS LIMITED hereby appoint
......................................................................................... of ...........................................................................................
or failing him ................................................................ of .......................................................................................
as my/our proxy to vote for me/us on my/our behalf at the TWENTIETH ANNUAL GENERAL MEETING to be held onSaturday, 28th September, 2013 at 11.00 AM and at any adjournment thereof.
Signed this.................day of September,2013.
NOTE : The proxy in order to be effective should be duly stamped, completed and signed and must be deposited at theRegistered Office of the Company not less than 48 hours before the time for holding the aforesaid Meeting. TheProxy need not be a member of the Company.
