capman raju offfice · Services (India) Pvt. Ltd. Their office address is at 13AB, Samhita Warehousing Complex, 2nd Floor, Sakinaka Telephone Exchange Lane, Off Andheri Kurla Road,

C A P M A NF I N A N C I A L SL I M I T E D

BOARD OF DIRECTORSJAGDISHBHAI K. BODRA

RAMESHCHANDRA K. BODRA

MUKESHBHAI M. ITALIA

HARDIK J. DESAI

KAUTILBHAI P. PATEL

BANKERS

ALLAHABAD BANK LTD.

AUDITORS

PANKAJ P. SANGHAVI & CO.Chartered AccountantsMumbai

REGISTERED OFFICE

CAPMAN FINANCIALS LIMITEDOffice No. 19, 1st Floor,Goyal Shopping Arcade,S. V. RoadBorivali (West)MUMBAI – 400 092.

REGISTRARS & SHARE TRANSFER AGENTS

SHAREPRO SERVICES (INDIA) PVT. LTD.13AB, Samhita Warehousing Complex, 2nd Floor,Sakinaka Telephone Exchange Lane,Off Andheri Kurla Road,Sakinaka, Andheri (East),Mumbai- 400 072

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CAPMAN FINANCIALS LIMITED

NOTICENOTICE is hereby given that the Nineteenth Annual General Meeting of the Members of Capman FinancialsLimited will be held on Friday, 28th September, 2012 at 11.00 AM at Hotel Brass Anchor, N. R. Karode Marg(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, 2012 and the Profit andLoss Account for the year ended on that date together with the Reports of the Board of Directors and theAuditors' thereon.

2. To appoint a Director in place of Mr. Jagdishbhai K. Bodra who retires by rotation and being eligible,offers himself for reappointment.

3. To appoint a Director in place of Mr. Rameshchandra K. Bodra who retires by rotation and being eligible,offers himself 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.

By order of the Board of Directors

Rameshchandra K. BodraDirector

Place : MumbaiDate : May 30, 2012

Regd. Office:Office No. 19, 1st FloorGoyal Shopping ArcadeS. V. RoadBorivali (West)Mumbai – 400 092

NOTES:

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 from Friday,21st September, 2012 to Friday, 28th September, 2012 (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,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.

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Annual Report 2011-2012

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 Nineteenth Annual GeneralMeeting.

By order of the Board of Directors



Regd. Office:Office No. 19, 1st FloorGoyal Shopping ArcadeS. V. RoadBorivali (West)Mumbai – 400 092

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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. Jagdishbhai K. Bodra Mr. Rameshchandra K. Bodra

2 Date of Birth 23/03/1970 04/01/1964

3 Education Qualification B.Sc.(Chemistry) S.S.C.

4 Date of Appointment on the Board 31st March, 2011 31st March, 2011

5 Category of the Director Non-Executive Director Non-Executive Director

6 Area of Expertise / Senior He has over 17 years of He has over 19 years ofPositions held / Work Experience experience in textile experience in textile business

business and also and is also a director on theexposure to other trades and Board of other companies asindustries. He is director on the mentioned below.Board of other companies asmentioned below.

7 Details of other Directorships 1. Raj International Ltd. 1. Ugam Impex Ltd.

2. Ugam Impex Ltd. 2. Guru-G Tex Print Pvt.Ltd.

3. SVS Tex O Fab Pvt. Ltd.

4. Raj Fabtex Gujarat Pvt.Ltd.

5. Raj Infraspace Gujarat Pvt. Ltd.

6. Raj Amusement Gujarat Pvt. Ltd.

7. Raj Dimjewel Ornament Pvt. Ltd.

8. Raj Garfab Gujarat Pvt. Ltd.

9. Sysmed Laboratories Pvt. Ltd.

10. Raj Dyechem Pvt. Ltd.

11. Modern Moviee Pvt. Ltd.

12. Ugam PolyPack Pvt. Ltd.

13. Swathi Sunsource Power Pvt. Ltd.

8 Names of the Other Committeesin which Member/ Chairman NIL NIL

9 Number of Shares held 1045806 253226

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DIRECTORS’ REPORT

To the Members

Your Directors have pleasure in presenting the Nineteenth Annual Report and the Audited Statement ofAccounts of the Company for the financial year ended 31st March 2012.

FINANCIAL RESULTS

The financial results for the year ended 31st March, 2012 are as under:(Rs. in Lacs)

Particulars 2011-12 2010-11

Total Revenue (Gross) 60.70 208.38Profit before Depreciation 50.68 29.81Less: Depreciation 0.07 0.06

Profit Before Tax 50.61 29.75Less: Provision for Taxation 15.64 9.08

Profit After Taxation 34.97 20.67Less: Taxation of earlier years 0.05 0.00Less: Prior Period Items 0.00 0.00Less: Provision against Standard Assets 1.26 1.11Less: Transferred to Reserve Fund-45 IC 6.99 4.13Add : Balance brought forward 69.22 53.79

Balance Carried to Balance Sheet 95.89 69.22

OPERATIONS

During the financial year 2011-12, the company has carried only business of financing activity. In respect ofits financing activities, the total interest income (gross) for the year was Rs.60.70 lacs as against Rs.38.56lacs for the previous year. During the financial year 2011-12, the company has not carried any activity ofdealing in shares and derivatives, thus the total sale value of shares was NIL as against Rs.184.80 lacs forthe previous year and the result from this segment for the year was NIL lacs as against a loss of Rs.2.91lacs for the previous year. The company has not carried out any investment activity during the year. Furtherthe company does not have any borrowed funds and therefore had no interest expenses. Depreciation forthe year was Rs.7296/-. The profit before tax for the year is Rs.50.61 lacs as against Rs.29.75 lacs for theprevious year. Provision for the current income tax amounted to Rs.15.64 lacs. The net profit after tax for thecurrent year is Rs.34.97 lacs as against Rs.20.67 lacs for the previous year. An amount of Rs.6.99 lacs hasbeen transferred to the reserve fund account and Rs.1.26 lacs to the provision against standard assetsaccount as mandated for the NBFCs. The resultant credit balance after appropriations for the year is Rs.26.67 lacs and after considering the brought forward balance of Rs.69.22 lacs, the total credit balance of theprofit and loss account at Rs.95.89 lacs is carried to the Balance Sheet as at 31st March, 2012.

DIVIDEND

Directors do not propose any dividend in view of moderate profits for the financial year ended on 31st March,2012.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and the Article of Association of the Company,Mr. Jagdishbhai K. Bodra and Mr. Rameshchandra K. Bodra, Directors of the Company, retire by rotation atthe conclusion of the ensuing Annual General Meeting and are eligible for re-appointment.

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AUDITORS

M/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 2011-12 are self-explanatory and therefore,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 2011-12 and that there is no outstanding balance of suchpublic deposits as at 31st March, 2012.

PARTICULARS OF EMPLOYEES

During the year, no employee of the Company received a salary of more than Rs.60.00 lacs per annum orRs.5.00 lacs per month. Accordingly, no particulars of employees are to be given pursuant to the provisionsof Section 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 2011-12.

COMPLIANCE CERTIFICATE

The Company has obtained Compliance Certificate for the financial year 2011-12 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, 2012 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 2011-12 the Company has increased its profitability by focusing more on thefinancing activities with the available resources. During the year the Company has not carried on its businessof dealing in shares and derivatives and any investment activity. The management has initiated discussionsfor growth and restructuring of the business of the company but the same is still at very preliminary stage.However the Company will continue to share with its members, details of any other business opportunitiesas and when the 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.

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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:

(i) In preparation of the accounts for the financial year ended 31st March 2012, the applicable accountingstandards have been followed;

(ii) Appropriate accounting policies have been selected and applied consistently and have madejudgments and estimates that are reasonable and prudent so as to give a true and fair view of thestate of affairs of the Company as at 31st March, 2012 and of the Profit And Loss Account for the yearended on 31st March, 2012;

(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 thecompany and 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



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DAYANAND SHARMA & ASSOCIATESCOMPANY SECRETARIES

FORM(SEE RULE 3)

COMPLIANCE CERTIFICATE

Registration No. of the Company: L65920MH1993PLC072083Nominal Capital: Rs. 400, 00,000 /-

The MembersCapman Financials LimitedOffice No. 19, 1st FloorGoyal Shopping ArcadeS.V. Road, Borivali (West)Mumbai - 400 092.

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,2012 (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 the provisionsof 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 Registrar ofCompanies, Ministry of Corporate Affairs, Central Government within the time prescribed under the Act and the Rulesmade thereunder except that there was some delay in filing eForm mentioned in Annexure 'B'.

3. The Company, being a public limited company, comments is not required.

4. During the financial year 2011-2012, Nine Board Meetings were held on 06/04/2011, 30/05/2011, 31/05/2011, 12/08/2011, 19/09/2011, 24/09/2011, 12/11/2011, 15/12/2011 and 14/02/2012 in respect of which meetings proper noticeswere given and 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 19th September, 2011 to 24th September, 2011 (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 31/3/2011 was held on 24th September, 2011 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 under Section295 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 share certificate.

13. The Company:

(i) has delivered all the certificates on lodgment thereof for transfer/transmission or any other purpose in accordancewith the provisions of the Act.

(ii) has not deposited any amount in a separate Bank Account, as no dividend was declared during the Financial Year.

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(iii) was not required to post warrants to any member of the Company, as no dividend was declared during theFinancial Year.

(iv) has no amount in unpaid dividend account, application money due for refund, matured deposits, matured debenturesand the interest accrued thereon which have remained unclaimed or unpaid for a period of seven years during theFinancial 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 and appointments of additional directors have been dulymade.

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 the provisionsof 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 2012.

25. The Company, being a finance company (NBFC) has in its regular course of business, giving loans and advances andthe same have been recorded in its books of accounts and other records. The Company has not given guarantees orprovided securities to other bodies corporate and consequently no entries have been made in the register kept for thepurpose.

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 the Companyduring the Financial Year.

28. The Company has not altered provisions of the Memorandum of Association with respect to the name of the Companyduring 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 the Act.

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 SHARMA

C. P. No. : 7197

Place : MUMBAIDate : May 30, 2012

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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 2011-12:

Sr. no. Form No./ Filed under For Date of Whether filed If delay in filingReturn section filing within time Yes/No whether requisite

additional fees paidYes/No

1 32 303 Appointment of Directors 26/04/2011 Yes N.A

2 32 303 Resignation of Directors 06/05/2011 No. Yes

3 32 303 Appointment of Director 23/06/2011 Yes N.A

4 18 146 w. e. f. 30/05/2011 23/06/2011 Yes N.A

5 66 383 Compliance Certificate 14/10/2011 Yes N.A

6 23AC & ACA 220 FY ended 31.03.2011 22/10/2011 Yes N.A

7 32 303 Confirmation of Directors 22/10/2011 Yes N.A

8 20B 159 AGM held on 24/09/2011 22/11/2011 Yes N.A

9 32 303 Resignation of Director 09/01/2012 Yes N.A

Note: eForms / Returns mentioned above were filed and requisite filing fees and additional fees were paid.

Signature:

Place : MUMBAI Name of Company Secretary: DAYANAND G SHARMA

Date : May 30, 2012 C. P. No. : 7197

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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, 2012 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/No. 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. Jagdishbhai K. Bodra retires by rotation and is eligible for re-appointment. He was appointedas Director of the Company on 31.03.2011. His qualification is B.Sc (Chemistry) and has experienceof over 17 years in textile business and other trades and industries.

Mr. Rameshchandra K. Bodra retires by rotation and is eligible for re-appointment. He was appointedas Director of the Company on 31.03.2011. His qualification is S.S.C. and has experience of over19 years in textile business.

Mr. Suresh Chandra Kookada has resigned from the Board of Directors of the Company with effectfrom 15th December, 2011.

(c) Number of Board Meetings

During the financial year 2011-12, Nine Board Meetings were held as follows:

(i) 06th April, 2011, (ii) 30th May, 2011, (iii) 31st May, 2011,

(iv) 12th August, 2011 (v) 19th September, 2011, (vi) 24th September, 2011

(vii) 12th November, 2011 (viii) 15th December, 2011 (ix) 14th February 2012.

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(d) Directors' attendance record

Name of the Director No. of Board AttendanceMeetings at last AGMattended

Mr. Jagdishbhai K. Bodra 9 YesMr. Rameshchandra K. Bodra 7 -Mr. Mukeshbhai M. Italia 7 -Mr. Hardik J. Desai 7 YesMr. Kautilbhai P. Patel 7 YesMr. Suresh Chandra Kookada 2 Yes(up to 15.12.2011)

(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, 2012 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, 2012 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 investor complaint was received during the financial year2011-12 through SEBI and the same was processed and replied by the Registrar and Share TransferAgents namely Sharepro Services (India) Pvt. Ltd. and also by the Company. There were no complaintspending as at the end of the year.

The number of share transfers received during the year under review and which remained pending atthe end of the year were- Nil.

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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

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

2008 – 2009 19th September, 2009 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:

A Special Resolution in accordance with the provisions of section 163 of the Companies Act, 1956was passed at the Sixteenth Annual General Meeting held on 19th September, 2009 so as toapprove keeping of the members records and relevant books at the new office address of theCompany's Registrar and Share Transfer Agent, M/s. Sharepro Services (India) Pvt. Ltd.

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. Rameshchandra K. Bodra, director has given the required certificationin this 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. Navshakti and Free Press Journal.

The Management discussions and analysis is included and form part of the Directors Report for theyear 2011-2012.

9. General Shareholders Information:

(a) Annual General Meeting

Date and time : Friday, 28th September, 2012 at 11.00 AM

Venue : Hotel Brass Anchor, N. R. Karode Marg(Natakwala Lane) S.V. Road, Borivali (West),Mumbai-400 092

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(b) Date of Book closure : Friday, 21st September, 2012 to Friday, 28thSeptember, 2012 (both days inclusive)

(c) Financial Calendar 2012-2013 (Tentative)

Financial Reporting for : Quarter ending 30th June, 2012 - August, 2012

: Half year ending 30th September, 2012-November, 2012

: Quarter ending 31st December, 2012 - February,2013

: Year ending 31st March, 2013 - May, 2013

(d) Listing of Equity shares on Stock Exchanges : 1. Bombay Stock Exchange Ltd., Mumbai (BSE)2. Jaipur Stock Exchange Ltd., Jaipur (JSEL)

3. Madhya Pradesh Stock Exchange Ltd. Indore(MPSE)

(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 2012-2013. TheCompany has also paid annual custodial fees to the NSDL and CDSL up to and for the financialyear 2012-2013.

(f) Stock Exchange Code : Bombay Stock Exchange Ltd. (BSE) - Scrip Code511720

(g) Demat ISIN Number : INE 862D01019

(h) Stock Market Price Data :

Details of stock market price data recorded on Bombay Stock Exchange Ltd., during the financialyear 2011-2012 are as under:

Financial Year 2011-12 Share Price - CAPMANFI BSE Sensex

Month High (Rs.) Low (Rs.) High Low

April, 2011 13.15 9.90 19811.14 18976.19May, 2011 11.80 9.08 19253.87 17786.13June, 2011 12.65 9.00 18873.39 17314.38July, 2011 11.90 9.77 19131.70 18131.86August, 2011 10.94 8.90 18440.07 15765.53September, 2011 10.57 8.94 17211.80 15801.01October, 2011 10.40 8.46 17908.13 15745.43November, 2011 10.09 8.18 17702.26 15478.69December, 2011 9.97 7.93 17003.71 15135.86January, 2012 10.05 8.05 17258.97 15358.02February, 2012 10.34 8.08 18523.78 17061.55March, 2012 9.45 7.61 18040.69 16920.61

15


(i) Registrar & Share Transfer Agents:

Sharepro Services (India) Pvt. Ltd.13AB, Samhita Warehousing Complex, 2nd FloorSakinaka Telephone Exchange LaneOff Andheri Kurla RoadSakinaka, Andheri (East)Mumbai- 400 072

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, 2012:

RANGE SHAREHOLDERS SHARES

No. of shares Numbers % of Total Numbers % to TotalShareholders Shares

Up to 500 2690 85.59 653802 18.55 501 - 1,000 273 8.68 202314 5.74 1,001 - 2,000 83 2.64 127158 3.61 2,001 - 3,000 37 1.18 95390 2.71 3,001 - 4,000 15 0.48 54928 1.56 4,001 - 5,000 10 0.32 47399 1.34 5,001 - 10,000 13 0.41 104551 2.9710,001 and above 22 0.70 2238258 63.52

Total 3143 100.00 3523800 100.00

(l) Shareholding Pattern as on 31st March, 2012

Sr. No. Category No. of Percentage ofShares held Shareholding

1. NRI 8815 0.252. Promoters 1319651 37.453. Bodies Corporate 530470 15.054. Indian Public 1664864 47.25

Total 3523800 100

(m) Dematerialization of Shares as on 31st March, 2012

As at 31.03.2012, 81.94% of the Company's total Share Capital representing 2887400 equityshares were held in dematerialized form and the balance 18.06% representing 636400 sharesware held in paper/physical form.

(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:

16


SHAREPRO SERVICES (INDIA) PVT. LTD.,13AB, Samhita Warehousing Complex, 2nd FloorSakinaka Telephone Exchange LaneOff Andheri Kurla RoadSakinaka, Andheri (East)Mumbai- 400 072

CAPMAN FINANCIALS LTD.

Registered Office:Office No.19, 1st FloorGoyal Shopping ArcadeS. V. RoadBorivali (West)Mumbai - 400 092

DECLARATION REGARDING COMPLIANCE WITH CODE OF CONDUCT

All the Board Members have affirmed compliance to the Code of Conduct for the financial year 2011-2012.


Date : May 30, 2012Place: Mumbai

Auditors’ Certificate on Compliance of Conditions of Corporate 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, 2012 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 based onthe representations made by the directors and management, we certify that the company has complied withthe 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, 2012

17


AUDITORS’ REPORT

To,The Members,CAPMAN FINANCIALS LIMITED

1. We have audited the attached Balance Sheet of CAPMAN FINANCIALS LTD., as at 31st March, 2012 andalso the annexed Statement of Profit and Loss Account and Cash Flow Statement of the Company forthe year ended on that date annexed thereto. These Financial Statements are the responsibility of theCompany's Management. Our responsibility is to express an opinion on these financial statementsbased on our Audit.

2. We conducted our audit in accordance with auditing standards generally accepted in India. ThoseStandards require that we plan and perform the audit to obtain reasonable assurance about whetherthe financial statements are free of material misstatements. An audit includes examining, on a testbasis, evidence supporting the amounts and disclosures in the financial statements. An audit alsoincludes assessing the accounting principles used and significant estimates made by Management,as well as evaluating the overall financial statement presentation. We believe that our audit provides areasonable basis for our opinion.

3. As required by The Companies (Auditor's Report) Order, 2003 (CARO) as amended by the Companies(Auditor's Report) (Amendment) Order, 2004, which is issued by the Central Government of India interms of sub-section (4A) of section 227 of The Companies Act, 1956 of India ('the Act') and on the basisof such checks of the books and records of the Company as we considered appropriate and accordingto the information and explanations given to us, we give in the Annexure a statement on the mattersspecified in paragraphs 4 and 5 of the said Order.

4. Further to our comments in Annexure referred to in paragraph 3 above, we report that:

a. we have obtained all the information and explanations, which to the best of our knowledge andbelief were necessary for the purposes of our audit;

b. in our opinion, proper books of account as required by law have been kept by the Company, so faras it appears from our examination of those books;

c. the Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report arein agreement with the Books of Account;

d. in our opinion, the Balance Sheet, Statement of Profit and Loss Account and Cash Flow Statementdealt with by this report are in compliance with the Accounting Standards referred to in Section 211(3C) of The Companies Act, 1956, to the extent applicable;

e. On the basis of the written representations received from the Directors as on 31st March, 2012, andtaken on record by the Board of Directors, we report that none of the Directors is disqualified as on31st March, 2012 from being appointed as a director in terms of clause (g) of sub-section (1) ofSection 274 of The Companies Act, 1956.

f. In our opinion and to the best of our information and according to the explanations given to us, thesaid accounts together with the notes thereon and attached thereto give in the prescribed mannerthe information required by the Act and give a true and fair view in conformity with the accountingprinciples generally accepted in India:

i. in the case of the Balance Sheet, of the state of the affairs of the Company as at 31st March,2012;

ii. in the case of Profit and Loss Account, of the Profit for the year ended on that date; and

iii. in the case of the Cash Flow Statement, of the cash flows of the Company for the year ended onthat date.

For PANKAJ P. SANGHAVI & CO.Chartered Accountants

Firm Reg. No. 107356W

( Ankit P. Sanghavi) Partner

Mumbai: 30.05.2012 M. No. 131353

18


Annexure to the Auditors’ Report

As referred to in paragraph 3 of our report of even date

1) In respect of its Fixed Assets:

a) The Company has maintained proper records showing full particulars including quantitative details andsituation of its fixed assets.

b) The Fixed Assets of the Company were physically verified during the year by the management at regularinterval considering the size of the Company and nature of assets. According to the information and explanationgiven 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 loans secured orunsecured, to companies, firms and other parties covered in the register maintained U/S 301 of the CompaniesAct, 1956. Hence the provisions of clauses (iii) (b), (c) and (d) of paragraph 4 is not applicable to the company.

b) According to the information and explanation given to us, the Company has not taken any loan secured orunsecured, from companies, firms and other parties covered in the register maintained U/S 301 of the CompaniesAct, 1956.

4) In our opinion, and according to the information and explanations given to us, there is an adequate internal controlsystem commensurate with the size of the Company and the nature of its business, for fixed assets and for the saleof goods and services. During the course of our audit no major weakness has been noticed in the internal controlsystem in respect of these areas. During the course of our audit, we have not observed any continuing failure tocorrect major weakness in internal control system of the company

5) According to the information and explanation given to us, the company has not entered in any transactions coveredU/S 301 of the Companies Act, 1956.

6) In our opinion and according to the information and explanations given to us, the Company has not accepted anydeposits during the year from the public within the meaning of section 58A and 58AA or any other relevantprovisions 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 its business.

8) The Central Government has not prescribed the maintenance of cost record under Section 209(1) (d) of theCompanies Act, 1956 for the business carried out by the Company. Accordingly, paragraph 4(viii) of the Order is notapplicable.

9) According to the information and explanation given to us the Company has delayed in depositing undisputedstatutory dues including Income Tax, TDS, Profession Tax and other statutory dues with the appropriate authorities.According to the information and explanation given to us, there are no undisputed amount payable in respect of suchstatutory dues which have remained outstanding as at 31st March, 2012 for a period of more than six months fromthe day they become payable.

10) The Company does not have any accumulated losses at the end of the financial year and has not incurred cashlosses 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, debenturesor other securities

13) We are informed that the provisions of any special statute applicable to Chit Fund, Nidhi funds, or Mutual BenefitFund/Society do not apply to the company.

19


14) According to the information and explanation given to us, the company has had no dealing or trading in shares,securities, debentures and other investments.

15) According to the information and explanation given to us, the company has not given any guarantees for loans takenby others from Banks or other Financial Institutions, accordingly Paragraph 4 (xv) of the order is not applicable to thecompany.

16) According to the information and explanation given to us, the company has not taken any Term Loans; accordinglyParagraph 4 (xvi) of the order is not applicable to the company.

17) According to the information and explanation given to us, there are no funds raised by the company, accordinglyParagraph 4 (xvii) of the order is not applicable to the company.

18) According to the information and explanation given to us the Company has not made preferential allotment of sharesto parties and companies covered in the register maintained under Section 301 of The Companies Act, 1956.Accordingly Paragraph 4 (xviii) of the order is not applicable to the company.

19) The Company did not have any outstanding debenture during the year. Accordingly, paragraph 4(xix) of the Orderis not applicable.

20) The Company has not raised any money by public issues during the year. Accordingly, paragraph 4(xx) of the Orderis not applicable.

21) To the best of our knowledge and belief and according to the information and explanation given to us, no fraud onor by the Company was noticed or reported during the course of our audit.

For PANKAJ P. SANGHAVI & CO.Chartered AccountantsFirm Reg. No. 107356W

(Ankit P. Sanghavi)Partner

M.No.131353

Place: MumbaiDate : May 30, 2012

20


BALANCE SHEET AS AT 31ST MARCH, 2012

Note As atNo. 31.03.2011

(`) (`)

EQUITY AND LIABILITIESShareholder's FundsShare Capital 2 35,238,000 35,238,000Reserves and Surplus 3 13,860,805 10,368,906

49,098,805 45,606,906Non-current LiabilitiesDeferred Tax Liabilty (Net) 4 7,162 7,162

Current LiabilitiesOther Current Liabilities 5 518,134 54,483Short-term Provisions 6 2,468,530 1,533,935

2,986,664 1,588,418

TOTAL 52,092,631 47,202,486

ASSETSNon-Current AssetsFixed Assets:Tangible Assets 7 27,759 35,055Long -term Loans and Advances 8 1,744,579 1,600,139

1,772,338 1,635,194

Current AssetsCash and Cash Equivalent 9 192,681 1,094,435Short Term Loans and Advances 10 50,127,612 44,472,857

50,320,293 45,567,292

TOTAL 52,092,631 47,202,486

Significant Accounting Policies and

Notes to Accounts 1 to 21

The notes referred to above form an integral part of these Financial Statements

This is the Balance Sheet as 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 Kautilbhai P. PatelPartner Director DirectorM.No.: 131353

Hardik J. DesaiPlace: Mumbai DirectorDate : May 30, 2012

21


STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31ST MARCH, 2012

Note For the Year endedNo. 31.03.2011

(`) (`)

REVENUE FROM OPERATIONS 11 6,070,083 20,837,653

TOTAL REVENUE 6,070,083 20,837,653

EXPENSES

Purchase Of Stock-in-trade 12 - 12,524,693

Changes in Inventories of Stock-in-Trade 13 - 4,605,905

Employee Benefit Expenses 14 288,690 83,066

Professional Charges 15 202,823 110,619

Sundry Balances Written-Off 16 108,820 -

Depreciation and Ammortisation Expenses 7 7,296 6,429

Other Expenses 17 401,847 532,007

TOTAL OF EXPENSES 1,009,476 17,862,719

Profit Before Tax 5,060,607 2,974,934

Tax Expenses:

Current Tax 1,563,780 904,750Deferred Tax - 3,519

1,563,780 908,269

Profit for the Period 3,496,827 2,066,665

Earning per Equity Share

1. Basic 0.99 0.592. Diluted 0.99 0.59

Significant Accounting Policies and

Notes to the Accounts 1 to 21

The notes referred to above form an integral part of these Financial StatementsThis is the Statement of Profit and Loss as referred to in our report of even date.




22


CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2012

For the Year Ended31.3.2011

(`) (`)

A. Cash Flow from Operating Activities:Net Profit before Tax and Extraordinary Items 5,060,607 2,974,934Adjustments For:Depreciation 7,296 6,429

Operating Profit before Working Capital Changes 5,067,903 2,981,363

Adjustments for:Trade and Other Receivables & Advances (5,654,755) (17,138,740)Inventories - 4,605,905Payables For Expenses 463,651 (58,053)

(5,191,104) (12,590,888)Cash Generated From Operations (123,201) (9,609,525)Direct Taxes (778,553) (868,468)

Net Cash from operating activities (901,754) (10,477,993)

B. Cash Flow from Investing Activities:Sale/(Purchase) of Fixed Assets - (18,500)

Net Cash from Investing activities - (18,500)

Net Increase/(Decrease) in cash and cash equivalents (901,754) (10,496,493)

Cash and Cash Equivalents as at the commencementof the year (Opening Balance) 1,094,435 11,590,928

Cash and Cash Equivalents as at the endof the year (Closing Balance) 192,681 1,094,435

Net Increase/(Decrease) as stated above (901,754) (10,496,493)

Components of Cash and Cash EquivalentCash on Hand 8,013 11,791Cheques-in-hand 180,654 589,512With Banks- On Current Account 4,014 493,132

192,681 1,094,435

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



23


SIGNIFICANT ACCOUNTING POLICIES AND NOTES TO THE ACCOUNTS

NOTE-1: SIGNIFICANT ACCOUNTING POLICIES:1. BASIS OF PREPARATION OF FINANCIAL STATEMENTS:

The accounts have been prepared under historical cost convention, on the accrual basis of accounting and thesame are in accordance with the generally accepted accounting principles and the provisions of The CompaniesAct, 1956.

2. FIXED ASSETS:Fixed assets are stated at cost less accumulated depreciation.

3. DEPRECIATION:Depreciation is provided on straight line method on pro-rata basis at the rates and in the manner specified inSchedule XIV to The Companies Act, 1956.

4. INCOME RECOGNITION:i. Profit or loss from sale of investments in shares and securities, whether held as current investment or long term

investment, are recognized on transaction dates.ii. Interest income is recognized on a time proportion basis taking into account the amount outstanding and the rate

applicable.iii. In respect of other heads of income, the Company follows the practice of accounting of such income on accrual

basis subject to the prudential norms as may be applicable.

5. TAXATION:Provision for Current Income Tax payable for a year is made after considering exemptions / deductions as may beavailable and at the rates applicable under The Income Tax Act, 1961.Deferred Tax Assets and Liabilities are recognized for the future tax consequences of timing differences, subjectto the consideration of prudence and using the tax rates and tax laws that have been enacted. The carrying amountof deferred tax asset / liability is reviewed at each balance sheet date.

6. EARNINGS PER SHARE:Basic earnings per share is calculated by dividing the net profit or loss, after taxation, for the period attributable toequity shareholders by the weighted average number of equity shares outstanding during the period. Dilutedearnings per equity share is calculated by taking into account the weighted average number of shares outstandingduring the period and further adjusted for the effects of all dilutive potential equity shares. However at present thecompany does not have any outstanding dilutive potential equity shares.

NOTES TO THE ACCOUNTS FOR THE YEAR ENDED 31ST MARCH, 2012

As at31.03.2011

(` ) (` )

NOTE-2: SHARE CAPITALAuthorised Capital39,50,000 (39,50,000) Equity shares of Rs.10 each 39,500,000 39,500,00050000 (50000) 12% Non-Cumulative RedeemablePreference Shares of Rs.10 Each 500,000 500,000

40,000,000 40,000,000

Issued, Subscribed and Paid up Capital3523800 (3523800) Equity Shares of Rs.10 eachfully paid up for cash at par 35,238,000 35,238,000

35,238,000 35,238,000

24


A. Reconciliation Of Shares Outstanding at the beginning and at the end of reporting period

As at 31st March 2011Equity Shares of ` 10 Each fully paid No.(s) ` ` No.(s) ` `

At the beginning of the Year 3,523,800 35,238,000 3,523,800 35,238,000Issued during the Year NIL NIL NIL NIL

Outstanding at the end of the Year 3,523,800 35,238,000 3,523,800 35,238,000

B. List Of Shareholders holding more than 5% Shares in the company

As at 31st March 2011Equity Shares Of ` 10 Each fully paid No.(s) % Holding No.(s) % Holding

Jagdishbhai Karamshibhai Bodra 1,045,806 29.68 885,806 25.14Rameshbhai Karamshibhai Bodra 253,266 7.19 253,266 7.19

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, 2012 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.

As at31.03.2011

(` ) (` )

NOTE - 3: RESERVES AND SURPLUS

General ReserveOpening Balance 1,000,000 1,000,000Reserve Fund under Section 45-ICOpening Balance 2,336,411 1,923,078Add: Addition during the year 699,365 413,333

3,035,776 2,336,411Contingent Provisions against Standard AssetsOpening Balance 111,182 -Add: Addition during the year 125,319 111,182

236,501 111,182Profit And Loss AccountProfit for the Period As per Profit and Loss Account 3,496,827 2,066,665Less: Provisions Against Standard Assets 125,319 111,182Less: Transfer to Reserve Fund- 45 IC 699,365 413,333Less: Prior Period Tax Expense 4,928 -

2,667,215 1,542,150

Add: Balance Brought Forward 6,921,313 5,379,163

9,588,528 6,921,313

13,860,805 10,368,906

The Company has transferred an amount of ` 6,99,365/- (` 4,13,333/-) to the Reserve Fund in accordance with theprovisions of Section 45-IC of the RBI Act, 1934.

25


As at31.03.2011

(` ) (` )

The Company has transferred an amount of ` 1,25,319/- (` 1,11,182/-) 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

NOTE - 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 and liabilityprovided during the year are given as under:

Deferred Tax Liability:In respect of depreciation on Fixed Assets:Opening Balance 7,162 3,643Addition for the year - 3,519

Balance Deferred Tax Liability 7,162 7,162

Deferred Tax Asset / (Liabilities) (7,162) (7,162)

NOTE-5: OTHER CURRENT LIABILITIESSundry Payables for Expenses 508,574 54,483Sundry Payables for Other Finance 9,560 -

518,134 54,483

NOTE- 6: SHORT TERM PROVISIONSProvision for Taxation:Provision for Income Tax for AY 2010-11 - 629,185Provision for Income Tax for AY 2011-12 904,750 904,750Provision for Income Tax for AY 2012-13 1,563,780 -

2,468,530 1,533,935

NOTE - 7: FIXED ASSETSGROSS BLOCK DEPRECIATION NET BLOCK

As at Additions Deduction As at As at For the Deduction As at As at As atParticulars 1.04.2011 31.03.2012 1.04.2011 Year 31.03.2012 31.03.2012 31.03.2011

` ` ` ` ` ` ` ` ` `

Computer Systems 45,000 - - 45,000 9,945 7,296 - 17,241 27,759 35,055

TOTAL 45,000 - - 45,000 9,945 7,296 - 17,241 27,759 35,055

Previous Year 26,500 18,500 - 45,000 3,516 6,429 9,945 35,055 22,984

26


As at31.03.2011

(` ) (` )

NOTE - 8: LONG TERM LOANS AND ADVANCESIncome Tax and TDS:Refund Due for AY 2009-10 164,764 164,764Income Tax and TDS for AY 2010-11 - 634,113Income Tax and TDS for AY 2011-12 937,254 801,262Income Tax and TDS for AY 2012-13 642,561 -

1,744,579 1,600,139

NOTE - 9: CASH AND CASH EQUIVALENTSCash on hand 8,013 11,791Balance with Scheduled Bank-In Current Account 4,014 493,132Cheques-in-hand 180,654 589,512

192,681 1,094,435

NOTE - 10: SHORT TERM LOANS AND ADVANCES (Unsecured, Considered good)Loans And Advances 50,127,612 44,472,857(Including Interest Accrued upto-31.03.2012)

50,127,612 44,472,857

NOTE - 11: REVENUE FROM OPERATIONSFINANCING ACTIVITYInterest (Gross) 6,070,083 3,426,304Bank Interest (Gross) - 429,481

6,070,083 3,855,785DEALING IN SHARES AND DERIVATIVESSale of Shares - 18,480,393Loss from Derivatives Trades - (1,534,079)Loss on Squared up Trades - (34,821)Dividend - 70,375

- 16,981,868

6,070,083 20,837,653

NOTE - 12: PURCHASE OF STOCK-IN-TRADE

Purchases of Shares - 12,524,693

- 12,524,693

NOTE-13: CHANGE IN INVENTORIES OF STOCK-IN-TRADE

Opening Stock - 4,605,905Less:Closing Stock - -

- 4,605,905

27


As at31.03.2011

(` ) (` )

NOTE-14: EMPLOYEE BENEFIT EXPENSES

Salaries 284,894 75,530Staff Welfare Expenses 3,796 7,536

288,690 83,066

NOTE - 15: PROFESSIONAL CHARGES

Professional Charges 202,823 110,619

202,823 110,619

NOTE-16: SUNDRY BALANCES WRITTEN-OFF

Sundry Balances Written-Off 108,820 -

108,820 -

NOTE-17: OTHER EXPENSESShare Transaction Charges - 94,676Printing and Stationary 45,062 47,686Postages and Courier Charges 15,219 15,759Telephone and Internet Charges 14,265 14,845Conveyance Charges 22,994 24,629Advertisement Expenses 51,186 49,650Share Transfer Agents Charges 48,831 52,443NSDL/CDSL Annual Fees 13,589 14,093Listing Fees-Stock Exchanges 29,739 24,224Miscellaneous Expenses 24,765 59,712Office and Other Expenses 79,917 65,435Directors' Sitting Fee - 30,250

Auditors' RemunerationAudit Fee 41,673 16,545Tax Audit Fee 5,618 5,515Fee for Other Services 8,989 16,545

56,280 38,605

401,847 532,007

28


NOTE-18: RELATED PARTY DISCLOSURES

As per AS-18 on Related Party Disclosures, the details of transactions entered into with related parties are given inAnnexure below:

Related Party Transactions in the ordinary course of business during the year ended 31st March, 2012

Name of the Party Nature of Relationship Nature of Volume of Outstanding asTransaction Transaction at 31.03.2012

` `

Sysmed Laboratories Pvt. Ltd. Shri Jagdishbhai K. Bodra, Loans and Advances 3,520,000 -director of the company is including interestalso a director of SysmedLaboratories Pvt. Ltd.

NOTE-19: 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.

For theYear EndedParticulars Unit 31.03.2011

a. Profit after taxation for the year ` 3,496,827 2,066,665b. Weighted average number of Equity Shares Nos. 3,523,800 3,523,800c. Basic/diluted EPS (per share of Rs. 10 each) ` 0.99 0.59

NOTE - 20As required in terms of Paragraph 13 of Non-Banking Financial (Non-Deposit Accepting or Holding) Companies PrudentialNorms (Reserve Bank) Directions, 2007, a Schedule No.1 is appended to the Balance Sheet

NOTE - 21Figures for the previous year have been re-grouped and re-arranged wherever they are considered necessary to makethe same comparable with figures for the current year according to requirements of Revised Schedule- VI of CompaniesAct. The figures in the brackets are for the Previous Year.




29


Schedule appended to the Balance Sheet As At 31st March, 2012[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 5,01,27,612

(3) Break up of Leased Assets and stock on hire and other assetscounting towards AFC activities: Nil

(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)

30


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 - 5,01,27,612 5,01,27,612

Total 5,01,27,612 5,01,27,612

(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

(iii) Assets acquired in satisfaction of debt Nil

31


CAPMAN FINANCIALS LIMITEDRegistered Office : :Office No. 19, 1st Floor,Goyal Shopping Arcade,S. V. Road, Borivali (West) MUMBAI – 400 092

ATTENDANCE SLIP

Name of the Shareholder/Proxy : ..............................................................................................................................

Regd. Folio No. : .........................................................................................................................

No. of Shares held : .........................................................................................................................

I hereby record my presence at the Nineteenth Annual General Meeting of the Company held on Friday, 28th September, 2012at 11.00 AM at Hotel Brass Anchor, N. R. Karode Marg ( Natakwala Lane), S. V. Road, Borivali (West), Mumbai –400 092.

.................................................Signature (Shareholder/Proxy)

NOTE :

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.

CAPMAN FINANCIALS LIMITEDRegistered Office :Office No. 19, 1st Floor,Goyal Shopping Arcade,S. V. Road, Borivali (West) MUMBAI – 400 092

PROXY FORM

Regd. Folio No. : .................................................................................................................................

No. of Shares held : .................................................................................................................................

I/We..........................................................................................................................................................................

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 NINETEENTH ANNUAL GENERAL MEETING to be held on Friday,28th September, 2012 at 11.00 AM and at any adjournment thereof.

Signed this.................day of September,2012.

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.

Affix

revenue

Stamp

BOOK-POST

To.

If undelivered, please return to :

CAPMAN FINANCIALS LIMITEDOffice No. 19, 1st Floor,Goyal Shopping Arcade,S. V. Road Borivali (West)MUMBAI – 400 092

NINETEENTH ANNUAL REPORT2011-20122011-20122011-20122011-20122011-2012

C A P M A NF I N A N C I A L SL I M I T E D

Documents

capman raju offfice · Services (India) Pvt. Ltd. Their office address is at 13AB, Samhita Warehousing Complex, 2nd Floor, Sakinaka Telephone Exchange Lane, Off Andheri Kurla Road,