To The Members Capital Trade Links Limited
Your Directors delightfully present the 36th Annual Report on the businessand operation of the Company along with the Audited Financial Accounts for the year ended31st March 2021.
1. FINANCIAL RESULTS
The Company's Financial Performance for the year ended on 31st March 2021 issummarized below:
(Rs. in Lakhs)
|Sl. ||Particulars ||F.Y. ||e ||F.Y. ||ended |
|No. || || |
|31.03.2020 || |
|I ||Total Revenue from operations ||526.49 || ||479.02 || |
|II ||Other Income ||1.47 || ||3.66 || |
|III ||Total Revenue ||527.96 || ||482.68 || |
|IV ||Expenses ||318.50 || ||336.08 || |
|V ||Depreciation and amortization expense ||2.44 || ||2.90 || |
|VI ||Total Expenses ||320.94 || ||338.98 || |
|VII ||Profit before tax (III-VI) ||207.02 || ||143.70 || |
|VIII ||Tax & Adjustment ||65.83 || ||49.09 || |
|IX ||Profit After Tax (VII-VIII) ||141.19 || ||94.61 || |
The figures of the year FY 2020-21 have been regrouped due to applicability of IND-ASand financial statements of the Company comply with all aspects of Ind AS notified underSection 133 of the Companies Act 2013 read with the Companies (Indian AccountingStandards) Rules 2015 and other relevant provisions of the Companies Act 2013.
2. PERFORMANCE OVERVIEW
During the year your Company's Revenue from lending operations increased from 479.02lakhs in FY 2019-20 to 526.49 lakhs in FY 2020-21. Profit After Tax increased from 94.61lakhs in FY 2019-20 to 141.19 lakhs in FY 2020-21. Your Company had paid the income tax ofRupees 65.83 Lakhs.
3. TRANSFER OF RESERVE
As per section 45 IC of Reserve Bank of India Act 1934 the Company has transferredRs. 28.23 Lakhs in Special Reserve Account i.e aggregating of 20% of its net profit.th
4. DIVIDEND ON EQUITY SHARES
The Directors have chosen not to proclaim any Dividend. Despite the fact that theCompany has seen growth in this year. Remembering the current economic situation everyone of the
Directors have chosen to safeguard the profit with the goal that they can be used forthe growth of the organization.
5. IMPACT OF THE COVID-19 PANDEMIC & UPDATES:
The COVID-19 pandemic has intensified into a global crisis driving the nation toenforce lock-down of all economic activity for the last few months. We remain committed tothe health and safety of our employees and their families as well as business continuityto safeguard interests of our partners customers and other stakeholders.
The rapid outbreak of corona virus (Covid-19) which has caused significant impact onthe economies of affected countries including India. As of this date the Covid-19 andconsequent lockdown have impacted on the Company's performance for the financial year2020-21. Extent of adverse impact of COVID-19 will depend on degree to which the spread ofvirus can be controlled and the level pickup in the economic activity in 2021-22
The company is a Non-Deposit Taking Non-Systematically Important NBFC (NBFC ND-NSI). Asper the Reserve Bank Guidelines the company is NBFC ND-NSI as the Company does not holdor accept deposits as on the date of Balance Sheet.
The Company has not accepted or restored any amount falling under the provision ofSection 73 of the Companies Act 2013 read with the Companies (Acceptance of Deposit)Rules 2014 during the Financial Year. Henceforth the requirement of furnishing detailsrelating to Deposits covered under Chapter V of the Act isn't material.
7. ADEQUACY OF INTERNAL FINANCIAL CONTROLS
The Company has designed and implemented its internal financial controls systemconsidering the fundamental parts of various critical processes physical and operationalwhich include its design implementation and maintenance along with periodical internalreview of operational effectiveness and sustenance. This ensures orderly and efficientconduct of its business including adherence to Company's policies safeguarding of itsassets prevention of errors accuracy and completeness of the accounting records and thetimely preparation of reliable financial information.
The internal financial controls with reference to the financial statements wereadequate and operating effectively.
The Audit Committee of the Board reviews the adequacy and effectiveness of the internalcontrols and checks and suggests desired improvements from time to time.
8. CHANGE IN KEY MANAGERIAL PERSONNEL AND DIRECTORS
The Company's Board comprises of a mix of executive and non-executive directors whichis in conformity with Section 149 of the Act and Regulation 17 of the SEBI ListingRegulations 2015 with considerable experience and expertise across a range of fields suchas finance accounts general management and business strategy. The details of thedirectors and their meetings held during the year have been given in the CorporateGovernance Report which forms part of the Annual Report.
Changes in Directors and KMP During the year:
i. During the year under review Vinay Kumar Chawla has resigned from the post ofWhole-Time Director w.e.f. 30th July 2020. Again he is appointed as Whole Time Directorof the company from w.e.f. 13.01.2021.
ii. During the year under review Mr. Neeraj Bajaj has resigned from the post ofIndependent Director w.e.f. 13.01.2021
9. DECLARATION FROM INDEPENDENT DIRECTOR
The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet the criteria of Independence as laid down under section 149(6)of the Companies Act 2013 and SEBI Listing Regulations 2015 with the Stock Exchanges.
Based on the confirmation / disclosures received from the Directors and on evaluationof the relationships disclosed the following Non-Executive Directors are Independent interms of Section 149(6) of the Companies Act 2013 and the requirements of ListingRegulations:
i. Mr. Amar Nath
ii. Mr. Ashish Kapoor
iii. Ms. Vanisha Arora iv. Mr. Abhay Kumar
All the independent directors (IDs) have submitted their declaration independence asrequired pursuant to section 149(7) of the Act confirming that they meet the criteria ofindependence as provided in section 149(6) of the Act. In the opinion of the board theIDs fulfill the conditions specified in the Act and the rules made there under forappointment as IDs and confirm that they are independent of the management.
10. MEETINGS OF BOARD OF DIRECTORS
All the meetings were held in compliance with section 173 of the Companies Act 2013 asthe intervening gap between the Meetings was within the period prescribed under theCompanies Act 2013.
During the year four board meetings were held the dates of board meetings are 26thJune 2020; 29th July 2020; 09th November 2020; 13th January 2021.
The Company has complied with the applicable Secretarial Standards in respect of allthe above-mentioned Board meetings. All the meetings were convened in compliance with theSecretarial Standards -I issued by the Institute of the Company Secretaries of India.
11.INDEPENDENT DIRECTORS' MEETING:
As per Section 149 Schedule IV of the Companies Act 2013 and Rules made thereunderread with the SEBI Listing Regulations 2015 the Independent Directors of the Company metamongst themselves without the presence of Non-Independent Directors and members ofManagement. During the FY 2020-21 meeting of Independent Directors was held on25.02.2021.
12. ANNUAL EVALUATION OF DIRECTORS COMMITTEES AND THE BOARD
Pursuant to the provisions of the Companies Act 2013 and Regulation 17 of SEBI ListingRegulations 2015 the Board has carried out the annual performance evaluation of its ownperformance the directors individually as well as the evaluation of the working of itsvarious committees as per the criteria laid down by the Nomination and RemunerationCommittee. A structured questionnaire was prepared after taking into consideration inputsreceived from the directors covering various aspects of the Board's functioning such asadequacy of the composition of the Board and its Committees Board culture execution andperformance of specific duties obligations independence governance ethics and valuesadherence to corporate governance norms interpersonal relationships attendance andcontribution at meetings etc.
A separate exercise was carried out to evaluate the performance of individual directorsincluding the Chairperson of the Board who were evaluated on parameters such asparticipation and contribution by a director commitment including guidance provided tothe senior management outside of Board / committee meetings effective deployment ofknowledge and expertise effective management of relationship with various stakeholdersindependence of behaviour and judgment etc. The performance evaluation of the IndependentDirectors was carried out by the entire Board. The performance evaluation of theChairperson and Managing Director was carried out by the Independent Directors. The Boardreviewed the evaluation results as collated by the Nomination and Remuneration Committee.
13. COMMITTEES OF BOARD
The provisions of the Companies Act 2013 and the Securities Exchange Board of India(Listing Obligations and Disclosures Requirements) Regulation 2015 have prescribed andmandated forming of Committees of the Board for efficient working and effective delegationof work and to ensure transparency in the practices of the Company. Accordingly theCommittees formed by the Board are as follows:
a. AUDIT COMMITTEE:
Pursuant to Section 177 of the Companies Act the Board has formed an Audit Committee.The Board of Directors of the Company had accepted all the recommendations of theCommittee.
b. NOMINATION AND REMUNERATION COMMITTEE:
The Company pursuant to Section 178(1) of the Companies Act 2013 has formed theNomination and Remuneration Committee. The policy is available on the following web-link:http://www.capitaltrade.in
c. STAKEHOLDERS' RELATIONSHIP COMMITTEE:
The Board has in accordance with the provisions of Section 178(5) of the Companies Act2013 constituted Stakeholder Relationship Committee
d. RISK MANAGEMENT COMMITTEE:
The Board has in accordance with the provisions of Section 177 of the Companies Act2013 constituted Risk Management Committee.
14. VIGIL MECHANISM
The Board of Directors of the Company pursuant to the provisions of Section 177(9) ofthe Companies Act 2013 read with Rule 7 of the Companies (Meetings of Board and itsPowers) Rules 2014 framed a Vigil Mechanism Policy for Directors andemployees of the Company to provide a mechanism to ensure adequate safeguards to Employeesand Directors from any victimization on raising of concerns of any violations of Legal orRegulatory requirements incorrect or misrepresentation of any Financial StatementsReports etc. The Employees of the Company have the right/option to report theirconcerns/grievances to the Chairperson of the Board of Directors.
As per the provisions of Section 177(9) of the Act the Company is required to establishan effective Vigil Mechanism for Directors and employees to report genuine concerns. TheCompany as part of the vigil mechanism' has in place a Board approved WhistleBlower Policy' to deal with instances of fraud and mismanagement if any. The policies forthe same shall be uploaded on the official website of the company.
15. RE-APPOINTMEMT OF DIRECTORS
In accordance with Section 152 (6) and other applicable provisions of Companies Act2013 Mr. Krishan Kumar (DIN:00004181) being a Director is liable to retire by rotationat the forthcoming Annual General Meeting (AGM) of the Company and being eligible hasoffered himself for re-appointment. The Board recommends his re-appointment at theforthcoming AGM for your approval.
The said Director is not disqualified from being re-appointed as a Director of aCompany as per the disclosure received from him pursuant to Section 164(2) of theCompanies Act 2013. Brief profile of the directors who are appointed / re-appointed hasbeen given in the Notice convening the Annual General Meeting.
16. DIRECTOR RESPONSIBILTY STATEMENT
To the best of their knowledge and belief and according to the information andexplanations obtained by them your Directors make the following statements in terms ofSection 134(3)(c) of the Act:
i. that in preparation of the annual financial statements for the year ended March 312021 the applicable accounting standards have been followed along with proper explanationrelating to material departures;
ii. that appropriate accounting policies have been selected & applied consistently& judgments and estimates made are reasonable & prudent so as to give a true &fair view of the state of affairs of the Company at the end of the financial year endedMarch 31 2021 & of the profits of the Company for the said year;
iii. that proper & sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company & for preventing & detecting fraud & otherirregularities;
iv. that the annual accounts have been prepared on a going concern basis;
v. that the Company had laid down internal financial controls to be followed and thatsuch internal financial controls are adequate and were operating effectively; and
vi. that systems to ensure compliance with the provisions of all applicable laws werein place and that such systems were adequate and operating effectively
17. REPORT ON PERFORMANCE OF SUBSIDIARIES ASSOCIATES AND JOINT VENTURES COMPANIES
During the year under review your Company did not have any Subsidiary Associate andJoint Venture Company.
18. PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES
All Transactions/Contracts/Arrangements entered into by the Company with Related Party(ies) as provided under the provisions of Section 2(76) of the Companies Act 2013 duringthe Financial Year in standard course of business and on an Arm's Length Basis.
Further none of these Contracts / Arrangements / Transactions with Related Partiescould be considered material in nature according to the thresholds provided in Rule 15(3)of the Companies (Meetings of Board and its Powers) Rules 2014 and subsequently nodisclosure is required to be given in this regard. The details are disclosed in Form AOC-2which is annexed as Annexure-1 to this report.
19. DISCLOSER OF RELATED PARTY TRANSACTION WITH PERSON OR ENTITY BELONGING TO PROMOTERAND PROMOTER GROUP
The details of Related Party Transaction(s) entered by the Company with persons &entity belonging to the Promoter or Promoter Group holding 10% or more shareholding of theCompany are depicted exhaustively in the Financial Statements of the Company.
There are no materially significant related party transactions made by the Company withpromoters directors key managerial personnel or other designated persons which may havea potential conflict with the interest of the Company at large. None of the Directors hasany pecuniary relationships or transactions vis-a-vis the Company save and except thepayment of sitting fees and commission paid to independent directors.
20. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO
Report under Section 134 (3) (m) of the Companies Act 2013 read with Rule 8(3) of theCompanies (Accounts) Rules 2014 pertaining to the Conservation of Energy and TechnologyAbsorption is not applicable to the Company. There was no foreign exchange inflow or outgoduring the year under review.
21. BUSINESS RESPONSIBILITY REPORT
The Business Responsibility Report as required by Regulation 34(2) of the SEBI ListingRegulations 2015 is not applicable to the company.
22. ANNUAL RETURN
In pursuance to the provisions of Section 134(3)(a) of the Companies Act 2013 AnnualReturn for the Financial year ended 31st March 2021 is arranged according to theprovisions of Section 92(3) of the Act and Rule 12 of Companies (Management andAdministration) Rules 2014. The Company has also published the copy of Annual return onthe website of the Company at https://capitaltrade.in/annual-report.php
23.ELECTRONIC ANNUAL REPORT
In view of the continuing Covid-19 pandemic the MCA has vide its circular dated May05 2020 read with circulars dated April 08 2020 April 13 2020 and January 13 2021(collectively referred to as MCA Circulars) permitted the Annual Report to besent through electronic mode accordingly electronic copies of the Annual Report for thefinancial year 2020-21 and Notice of the AGM are sent to all shareholders whose email thaddresses are registered with the Company. Members are requested to register their emailids with Company or Registrar and Share Transfer Agent (RTA) of the Company for receivinge-copies of Annual Report Notice to the AGM and other shareholder's communication
24. RISK MANAGEMENT POLICY
The Board of Directors of the Company have designed a Risk Management Policy to avoidevents situations or circumstances which may lead to negative consequences on theCompany's Businesses and define a structured approach to manage uncertainty and to makeuse of these in their decision-making pertaining to all Business divisions and corporateactions. Key business risks and their mitigation are considered in the Annual/StrategicBusiness Plans and in the periodic Management Reviews.
25. CORPORATE SOCIAL RESPONSIBILTY
During the year under review the Company has not developed the policy on CorporateSocial Responsibility as the Company does not fall under the prescribed classes ofCompanies mentioned under section 135(1) of the Companies Act 2013.
26. AUDITORS AND AUDITOR'S REPORTS
A. Statutory Auditors Report
No Observations / Qualifications / Disclaimers made by the Statutory Auditors in theirReport for the Financial year ended 31st March 2021 read with the Explanatory notestherein are self- explanatory and therefore do not call for any further explanation orcomments from the Board under Section134 (3) of the Companies Act 2013.There were noincidences of material frauds by the Company or on the Company by its officers oremployees.
The Auditors' Report on the financial statements of the Company for the financial yearending March 31 2021 is unmodified i.e.it does not contain any qualification reservationor adverse remark. The Auditors' Report is enclosed with the financial statements formingpart of the annual report.
B. Secretarial Auditor
Pursuant to the provisions of Section 204 of the Companies Act 2013 the Board ofDirectors have appointed M/s. Atiuttam Singh & Co. Company Secretaries as aSecretarial Auditor of the Company for conducting Secretarial Audit of Company for thefinancial year 2020-21. The Report of the Secretarial Audit in Form MR-3 is herebyattached with this Report & forming part of this report and appended as AnnexureIII.
The observation made by secretarial auditor are self-explanatory in nature and thedelay occurred was due to lockdown imposed to contain the spread of Covid-19 by Govt. ofIndia. Pursuant to the SEBI circular vide no. CIR/CFD/CMD/1/27/2019 dated February 82019; the Company has submitted the Annual Secretarial Compliance Report issued by M/s.Atiuttam Singh Jain & Co. Company Secretaries with the stock exchanges where sharesof the Company th are listed. There were following observation as mentioned below ofSecretarial Auditors in there Audit Report that may call for any Explanation from theDirectors
1. Appointment of Company Secretary and Compliance Officer required to beintimated to stock exchange within 24 hours under regulation 30 of LODR. Mr. Arya Jadonwas appointed as Company Secretary and Compliance Officer w.e.f. 20th April2020 and delayed intimation to BSE was given on 2nd May 2020. Reply toobservation: Due to Pandemic of Covid 19- there was lockdown imposed in the entire countryfrom the very next day. It hampered not only our business but our office was also shutdown so we couldn't conduct the board meeting timely.
2. Annual Secretarial Compliance report required to be filed under Regulation24A of LODR. But Company has submitted Secretarial Audit Report instead of AnnualSecretarial Compliance report. Reply to observation: We have mentioned all points ofAnnual Secretarial Compliance report in the Secretarial Audit Report.
3. Publication of Notices in Newspapers regarding date of Board Meeting in whichfinancial results would be discussed is required under Regulation 47(1)(a) of LODR. TheCompany has failed to Publish the Notices in Newspapers regarding Board Meeting dated 29thJuly 2020 and 9th November 2020 in which quarterly financial was discussed.Reply to observation: Pursuant to a relaxation given by the SEBI regarding the newspaperpublication there was a misinterpretation by us. We have uploaded the all the relevantinformation on our website.
4. Allotment of 2920000 equity shares made on conversion of warrants dated15th November 2019 are not yet listed. Reply to observation: Listing application has beenfiled and approval of the Bombay Stock Exchange Limited is awaited.
5. As per provisions of Section 179 of Companies Act 2013 read with Rule 8 ofCompanies (Meetings of Board and its Powers) Rules 2014 KMP shall be appointed by theBoard of Directors only by means of resolutions passed at meetings of the Board. TheCompany has appointed Mr. Arya jadon as Company Secretary w.e.f. 20th April2020 in the Board Meeting held on 27th June 2020. Reply to observation: Forbetter compliances and smooth conduct of the business. We appointed the Compliance Officerbut due to Covid 19- there was lockdown in the whole country and keeping all the Safetymeasures in mind it was not possible and ethical to conduct the board meeting.
6. Statutory Auditors Certificate to the effect that Company is engaged in thebusiness of non-banking financial institution and required to hold a Certificate ofRegistration granted under section 45-IA of the RBI Act is not as per latest prescribedformat. Reply to observation: Our Statutory Auditors Certificate under section 45-IA ofthe RBI Act is as per the format in master direction but there was a clerical error inmentioning the circular/notification number.
7. Delayed filing of return NBS-9 with RBI for the financial year ended on 31stMarch 2020 which is required to be filed till 30th May 2020. Reply toobservation: Our Cosmos is blocked by the RBI and we have dropped the mail to them. As thelogin id password received we have filed the return to RBI. We have filed NBS-9 in themonth of August but we were in conversation with RBI for unblocking the COSMOS from themonth of June itself.
27. MANAGEMENT DISCUSSION AND ANALYSIS
As required under Regulation 34 of Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 (ListingRegulations) and Circular/ Notifications/ Directions issued by Reserve Bank of Indiafrom time to time the Management Discussion and Analysis of the financial condition andresult of consolidated operations of the Company for the year under review is presented ina separate section forming part of the Annual Report. MDA report also contains the detailsof the risk management framework of the company including the development andimplementation of risk management policy and the key risks faced by the company.
28. CORPORATE GOVERNANCE
As per Regulation 15 (2) of the SEBI (Listing Obligations & DisclosureRequirements) Regulations 2015 Corporate Governance is not applicable to Companies whosepaid up equity share capital does not exceed Rs. 10 crore and Net Worth does not exceedRs. 25 crores as on the last day of the previous financial year. The Company does notfulfil any of the criteria as mentioned above and hence are not required to comply withthe Corporate Governance provisions as envisaged under SEBI (Listing Obligations &Disclosure Requirements) Regulations 2015. However your Company has formed variouscommittees in order to keep the checks and balances on the business operations of theCompany.
29. PARTICULARS OF INVESTMENTS LOANS GUARANTEES AND SECURITIES
Pursuant to Section 186 of the Companies Act 2013 all the Companies have to revealthe particulars of investment made by them during the year. However a Non-BankingFinancial Company has been exempted from this provision. However the brief particularscan be found in the Financial Statement of the Company.
30. DISCLOSURES UNDER SECTION 134(3)(L) OF THE COMPANIES ACT 2013 Besides as revealedsomewhere else in this Report no material changes and commitments which could influencethe organization's monetary position have occurred between the end of the financial yearof the Company on the date of this Report.
31. DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL
No orders have been passed by any Regulator or Court or Tribunal which can have animpact on the going concern status of the Company or its operations in future.
32. DISCLOSURE UNDER SECTION 43(A)(II) OF THE COMPANIES ACT 2013
The Company has not issued any shares with Differential Rights and hence no informationas per provisions of Section 43(a) (ii) of the Act read with Rule 4(4) of the Companies(Share Capital and Debenture) Rules 2014 is furnished.th
33. DISCLOSURE UNDER SECTION 54(1)(D) OF THE COMPANIES ACT 2013 The Company has notissued any Sweat Equity Shares during the year under review and hence no information asper provisions of Section 54(1)(d) of the Act read with Rule 8(13) of the Companies (ShareCapital and Debenture) Rules 2014 is furnished.
34. DISCLOSURE UNDER SECTION 62(1)(B) OF THE COMPANIES ACT 2013
The Company has not issued any Equity shares under Employees Stock Option Scheme duringthe year under review and hence no information as per provisions of Section 62(1)(b) ofthe Act read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules 2014 isfurnished
35. DISCLOSURE UNDER SECTION 67(3) OF THE COMPANIES ACT 2013
During the year under review there were no instances of non-exercising of votingrights in respect of shares purchased directly by employees under a scheme pursuant toSection 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures)Rules 2014 is furnished.
36. DISCLOSURE UNDER SECTION 67(3) OF THE COMPANIES ACT 2013
The Company is committed to create and maintain an atmosphere in which employees canwork together without fear of sexual harassment and exploitation. Every employee is madeaware that the Company is strongly opposed to sexual harassment and that such behaviour isprohibited both by law and the Company.
37. DISCLOSURE UNDER SECTION 197(12) OF THE COMPANIES ACT 2013 AND OTHER
DISCLOSURES AS PER RULE 5 OF COMPANIES (APPOINTMENT & REMUNERATION) RULES 2014 Thedisclosures as per Rule 5 of Companies (Appointment & Remuneration) Rules 2014 havebeen marked as Annexure-II
Your Company has diversified funding sources. Fund raising was in compliance with thecompany's policies and norms. For the year ended March 2021 Company had a total borrowingof Rs. 1638.98 lakhs in the previous year.
39. SHARE CAPITAL
During the year under review there were no changes in the capital structure of theCompany. Accordingly the paid-up share capital of the Company as on 31st March 2021 isINR- 539 lakhs comprising of 53900000 equity shares of Rs. 1/- each.
40. COMPLIANCE WITH RBI GUIDELINES
Your Company is compliant with all the applicable RBI regulatory norms. Since thecompany is non-systematically important Non deposit taking NBFC the company is complyingwith all the provisions of the master directions in this regard.
The Company continues to have a conservative provisioning policy which is significantlymore stringent than the RBI norms. It fulfils and often exceeds norms and standards laiddown by the RBI relating to the recognition and provisioning of non performing assetscapital adequacy statutory liquidity ratio etc.
41. MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THE
There have been no material changes and commitments affecting the financial position ofthe Company which have occurred between the end of the financial year of the Company towhich the financial statements relate and the date of the report. However the second waveof Covid-19 has impacted the business as the disbursements have stopped for the timebeing.
42. FAMILARISATION PROGRAMME FROM INDEPENDENT DIRECTORS
The Company proactively keeps its Directors informed of the activities of the Companyits management and operations and provides an overall industry perspective as well asissues being faced by the industry.
43. PARTICULARS OF EMPLOYEES
In accordance with section 136 of the Act the report and accounts are being sent tothe members and others entitled thereto. During the year under review there were noemployees drawing remuneration of Rs. 10200000/- p.a. or Rs. 850000/- p.m. or more.Hence there is no information to be provided in accordance with the provisions of Section134 of the Companies Act 2013 read with the Companies (Particulars of employees) Rules1975.
44. FOREIGN CURRENCY
No Foreign currency expenditure was incurred during FY 2020-21. The Company did nothave any foreign exchange earnings.
45. PREVENTION OF INSIDER TRADING
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a viewto regulate in securities by the Directors and designated employees of the Company. TheCode prohibits the purchase or sale of Company shares by the Directors and the designatedemployees while in possession of unpublished price sensitive information in relation tothe Company and during the period when the Trading Window is closed. The Code of Conductto regulate monitor and report Insider trading is uploaded on the Company's website:www.capitaltrade.in
46. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE(PREVENTION PROHIBITION AND REDRESSAL) ACT 2013
In order to prevent Sexual Harassment of Women at Workplace a new Act The SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013has been notified on 9th December 2013. Under the said Act every Company is required toset up an Internal Complaints Committee to look into complaints relating to sexualharassment at work place of any women employee. The company has in place a policy forprevention of sexual harassment in line with the requirements of the Sexual Harassment ofWomen at the Workplace (Prevention Prohibition and Redressed) Act 2013 (POSH Act). Thecompany has complied with the provisions relating to constitution of internal complaintscommittee (ICC) under the POSH Act. The Sexual Harassment Policy is uploaded on theCompany's website: www.capitaltrade.in
47. CFO CERTIFICATE
The Chief Financial Officer gives quarterly certification on financial results beforethe Board in terms of Regulation 33(2) of the SEBI Listing Regulations 2015. The ChiefFinancial Officer of the Company also gives Annual Certification on financial statementsand other matters as required under Regulation 17(8) of the SEBI Listing Regulations 2015is hereby attached with this Report & forming part of this report marked asAnnexure IV.
48. ENHANCING SHAREHOLDER'S VALUE
Your Company believes that its Members are its most important stakeholders.Accordingly your Company's operations are committed to the pursuit of achieving highlevels of operating performance and cost competitiveness consolidating and building forgrowth enhancing the productive asset and resource base and nurturing overall corporatereputation. Your Company is also committed to creating value for its other stakeholders byensuring that its corporate actions positively impact the socioeconomic and environmentaldimensions and contribute to sustainable growth and development
49. DEPOSITORY SYSTEM
The Company has electronic connectivity with both depositories namely CentralDepository Services (India) Limited and National Securities Depository Limited. As onMarch 31 2021 92.79% of the Company's paid-up share capital representing5001637equity shares is in dematerialized form (including promoters shareholding). Inview of the numerous advantages offered by the Depository system Members holding sharesin physical mode are requested to avail of the facility of dematerialization of theCompany's shares on either of Depositories
50. CAUTIONERY STATEMENT
Statements in this Directors' Report and Management Discussion and Analysis Reportdescribing the Company's objectives projections estimates expectations or predictionsmay be forward-looking statements within the meaning of applicable securitieslaws and regulations. Actual results could differ materially from those expressed orimplied. Important factors that could make difference to the Company's operations includechanges in Government regulations Tax regimes economic developments within India and thecountries in which the Company conducts business and other ancillary factor
We are grateful to the Government of India the Reserve Bank of India the Securitiesand Exchange Board of India the Stock Exchanges and other regulatory authorities for ththeir valuable guidance and support and wish to express our sincere appreciation for theircontinued co-operation and assistance. We look forward to their continued support infuture.
We wish to thank our bankers investors customers Shareholders Stakeholders and allother business associates for their co support and trust reposed in us.
Your Directors express their profound feeling of appreciation for every one of theworkers whose responsibility co-activity dynamic interest commitment and polished skillhas made the organization's growth possible.
Finally the Directors thank you for your continued trust and support.
| ||By Order of the board || |
| ||For CAPITAL TRADE LINKS LIMITED || |
| ||Sd/- ||Sd/- |
|Place: Uttar Pradesh ||Vinay Kumar Chawla ||Krishan Kumar |
|Dated: 09th August 2021 ||Whole Time Director ||Director |