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Jindal Capital Ltd.

BSE: 530405 Sector: Financials
NSE: N.A. ISIN Code: INE356F01017
BSE 16:01 | 18 May 27.55 0.40
(1.47%)
OPEN

28.10

HIGH

28.10

LOW

26.30

NSE 05:30 | 01 Jan Jindal Capital Ltd
OPEN 28.10
PREVIOUS CLOSE 27.15
VOLUME 4336
52-Week high 41.15
52-Week low 12.37
P/E 36.25
Mkt Cap.(Rs cr) 20
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 28.10
CLOSE 27.15
VOLUME 4336
52-Week high 41.15
52-Week low 12.37
P/E 36.25
Mkt Cap.(Rs cr) 20
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Jindal Capital Ltd. (JINDALCAPITAL) - Director Report

Company director report

To

The Members of

JINDAL CAPITAL LIMITED

Delhi

Your Directors have pleasure in presenting the 27thBoard's Report together with the Audited Statement of Accounts of M/s Jindal CapitalLimited for the financial year ended on 31st March 2021.

1. FINANCIAL RESULTS:

Particulars 2020-21 Current Year 2019-20 Previous Year
Operating Profit before Depreciation 67.54 (7.34)
Less: Depreciation 4.09 3.91
Profit/(loss) before tax 63.45 (11.25)
Less: Provision for Tax 23.02 (0.42)
Net Profit/(loss) for the year 40.43 (10.84)
Prior Period adjustments 0.00 0.00
Surplus profit brought down from PY 19.15 29.99
Surplus available 40.43 (10.84)
Transfer to Statutory Reserve Fund 10.10 0.00
Surplus profit carried to B/S 69.68 19.15

2. OPERATIONAL REVIEW:

The performance of the Company during the year under consideration wassatisfactory. During the year under review your Company's Total Revenue has ofRs.608.92 Lac in comparison to Rs.1216.16 Lac in the previous financial year. Company hasearned a profit after tax of Rs.40.43 Lac in year under review against loss of RS.10.84Lac in previous financial year.

3. DIVIDEND:

In order to conserve the resources of the Company and considering thebusiness plan of the Company the Board of Directors do not recommend any dividend on theEquity Shares of the Company for the Financial Year ended on March 31 2021.

4. TRANSFER TO RESERVES IN TERMS OF SECTION 134 (3) (J) OF THECOMPANIES ACT 2013 For the financial year ended 31st March 2021 the Companyis not proposed to carry any amount to General Reserve Account.

As required under Section 45IC of the Reserve Bank of India Act 193420% of the profits are required to be transferred to a Special Reserve Account. TheCompany has proposed to carry RS.10.10 Lac to said Reserve.

5. SHARE CAPITAL:

The Authorized Share Capital of the Company is RS.72500000/-comprising 7250000 Equity Shares of Rs.10/- each. The Issued Subscribed and Paid-upEquity Share Capital of the Company is Rs.72081000/- consisting of 7208100 EquityShares of RS.10/- each.

6. ECONOMIC SCENARIO AND OUTLOOK:

NBFCs are emerging as an alternative to mainstream banking. Besidesthey are also emerging as an integral part of Indian Financial System and have commendablecontributions towards Government's agenda of financial Inclusion. They have been tosome extent successful in filling the gap in offering credit to retail customers inunderserved and unbanked areas. NBFCs in India have recorded marked growth in recent yeaRS. After their existence they are useful and successful for the evolution of a vibrantcompetitive and dynamic financial system in Indian money market. The success factors oftheir business has been by making the most of their ability to contain risk adapt tochanges and tap demand in markets that are likely to be avoided by the bigger player RS.Thus the need for uniform practices and level playing field for NBFCs in India isindispensable.

7. CORPORATE SOCIAL RESPONSIBILITY:

Even though the provisions of Companies Act 2013 regarding CorporateSocial Responsibility are not attracted to the company yet the Company has been over theyears pursuing as part of its corporate philosophy an unwritten CSR policy voluntarilywhich goes much beyond mere philanthropic gestures and integrates interest welfare andaspirations of the community with those of the Company itself in an environment ofpartnership for inclusive development.

8. MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANYFROM THE END OF FINANCIAL YEAR AND TILL THE DATE OF SIGNING OF REPORT

The Covid-19 pandemic has severely disrupted business operations due tonation-wide lockdown and other emergency measures imposed by the Central & StateGovernment. The Company continues with its operations in a phased manner in line with thedirectives from Central & State Government and local authorities. However the marketis going to be volatile till the time the situation becomes normal.

9. CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORT

A separate section on corporate governance practices followed by theCompany together with a certificate from the auditors confirming its compliance forms apart of this Annual Report as per SEBI Regulations. Further as per Regulation 34 readwith Schedule V of the Listing Regulations a Management Discussion and Analysis report isannexed to this report.

10. BUSINESS RISK MANAGEMENT:

Although the company has long been following the principle of riskminimization as is the norm in every industry it has now become a compulsion.

Therefore in accordance with Regulation 21 of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015) the Board members wereinformed about risk assessment and minimization procedures after which the Board formallyadopted steps for framing implementing and monitoring the risk management plan for thecompany.

The main objective of this policy is to ensure sustainable businessgrowth with stability and to promote a pro-active approach in reporting evaluating andresolving risks associated with the business. In order to achieve the key objective thepolicy establishes a structured and disciplined approach to Risk Management in order toguide decisions on risk related issues.

In today's challenging and competitive environment strategies formitigating inherent risks in accomplishing the growth plans of the Company are imperative.The common risks inter alia are: Regulations competition Business risk Technologyobsolescence Investments retention of talent and expansion of facilities.

Business risk inter-alia further includes financial risk politicalrisk fidelity risk legal risk.

As a matter of policy these risks are assessed and steps asappropriate are taken to mitigate the same

11. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY:

The Company's internal control system and procedures are commensuratewith the size of operation and are adequate to ensure safeguarding its assets andresources against loss unauthorized use or disposition compliance with the statutes andregulatory policies and framework and all transactions are authorized recorded andreported correctly. The Internal Audit department evaluates the functioning and quality ofinternal control and provides assurance of periodic reporting. The Audit Committee reviewsthe Internal Audit Reports and the adequacy on regular basis which also acts as a tool forminimizing any possible risks in the operations of the Company.

12. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS AND OUTGO

The Company has no activities relating to conservation of energytechnologies and foreign earning and out go.

13. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

In order to ensure that the activities of the Company and its employeesare conducted in a fair and transparent manner by adoption of highest standards ofprofessionalism honesty integrity and ethical behavior the company has adopted a vigilmechanism policy. This policy is explained in corporate governance report and also postedon the website of company.

14. DIRECTORS & COMMITTEES:

At the 26th Annual General Meeting of the company held on 30thSeptember 2020 the Company had re-appointed Mr. Pawan Kumar Jindal (DIN 00524690) asChairman & Managing Director of the Company for a period with effect from 15thJanuary 2020 upto 14th January 2025.

In accordance with the provisions of Companies Act 2013 MRS.SaritaAgarwal (DIN: 00524884) Executive Director retires by rotation and being eligible offersherself for reappointment.

14.1 BOARD EVALUATION:

Pursuant to the provisions of the Companies Act 2013 and SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 the Board has carried outannual performance evaluation of its own performance the directors individually as wellthe evaluation of the working of its Audit Nomination & Remuneration and Stakeholdercommittee. The manner in which the evaluation has been carried out has been explained inCorporate Governance Report.

14.2 REMUNERATION POLICY

The Board has on the recommendation of the Nomination &Remuneration committee framed a policy for selection and appointment of Directors SeniorManagement and their remuneration. The Remuneration Policy is stated in the CorporateGovernance Report.

14.3 MEETINGS OF THE BOARD OF DIRECTORS

During the Financial Year 2020-21 the Company held 5 (Five) of theBoard of Directors as per Section 173 of Companies Act 2013 which is summarized below.The provisions of Companies Act 2013 and (Listing Obligations and DisclosureRequirements) Regulations 2015) were adhered to while considering the time gap betweentwo meetings.

S. No. Date of Meeting Board Strength No. of Directors Present
1. 30.06.2020 04 04
2. 31.07.2020 04 04
3. 27.08.2020 04 04
4. 11.11.2020 04 04
5. 13.02.2021 04 04

14.4 AUDIT COMMITTEE

The company is having an audit committee comprising of the followingdirectors:

Name Status Category
Mr. Rohit Gupta Chairman Non-Executive & Independent Director
Mr. Vijay Gupta Member Non-Executive & Independent Director
MRS.Sarita Aggarwal Member Non-Executive Director(Promoter)

14.5 NOMINATION AND REMUNERATION COMMITTEE

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

Name Status Category
Mr. Vijay Gupta Chairman Non-Executive & Independent Director
Mr. Rohit Gupta Member Non-Executive & Independent Director
MRS.Sarita Aggarwal Member Non-Executive Director(Promoter)

14.6 STAKEHOLDERS RELATIONSHIP COMMITTEE

The company is having a Stakeholders Relationship Committee comprisingof the following directors:

Name Status Category
Mr. Vijay Gupta Chairman Non-Executive & Independent Director
Mr. Rohit Gupta Member Non-Executive & Independent Director
Mr. Pawan Kumar Jindal Member Executive Director (Promoter)

14.7 RISK MANAGEMENT COMMITTEE

The company is having a Risk Management Committee comprising of thefollowing directors:

Name Status Category
Mr. Pawan Kumar Jindal Chairman Executive Director (Promoter)
MRS.Sarita Aggarwal Member Non-Executive Director(Promoter)
Mr. Rohit Gupta Member Non-Executive & Independent Director

15. DIRECTORS' RESPONSIBILITY STATEMENT:

To the best of their knowledge and belief and according to theinformation and explanations obtained by them your Directors make the followingstatements in terms of Section 134(3)(c) of the Companies Act 2013:

a) that in the preparation of the annual financial statements for theyear ended March 31 2021 the applicable accounting standards have been followed alongwith proper explanation relating to material departures if any;

b) that such accounting policies as mentioned in Notes to the FinancialStatements have been selected and applied consistently and judgment and estimates havebeen made that are reasonable and prudent so as to give a true and fair view of the stateof affairs of the Company as at March 31 2021 and of the profit of the Company for theyear ended on that date;

c) that proper and sufficient care has been taken for the maintenanceof adequate accounting records in accordance with the provisions of the Companies Act2013 for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;

d) that the annual financial statements have been prepared on a goingconcern basis;

e) that proper internal financial controls were in place and that thefinancial controls were adequate and were operating effectively.

f) that systems to ensure compliance with the provisions of allapplicable laws were in place and were adequate and operating effectively.

16. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTIONFUND:

The provisions of Section 125(2) of the Companies Act 2013 do notapply as there was no dividend declared and paid last year.

17. INFORMATION ABOUT SUBSIDIARY/ JV/ ASSOCIATE COMPANY

Company does not have any Subsidiary Joint venture or AssociateCompany.

18. DETAIL OF FRAUD AS PER AUDITORS REPORT

There is no fraud in the Company during the Financial Year ended 31stMarch 2021. This is also being supported by the report of the auditors of the Company asno fraud has been reported in their audit report for the Financial Year ended 31stMarch 2021.

19. AUDITORS:

19.1 STATUTORY AUDITORS

As per the provisions of Section 139 of the Act M/s. Rajendra Khadria& Associates Chartered Accountants (Firm Registration Number 007069N) were appointedas Statutory Auditors of your Company at the 23rd AGM held on September 292017 to hold office until the conclusion of the 28th AGM. However vide theirletter dated May 15 2021 have expressed their inability to continue as Statutory Auditorsof your Company. The Board thus appointed M/s. STRG & Associates CharteredAccountants (ICAI Firm Registration No. 014826N) as Statutory Auditors of your Companyeffective June 3 2021 in the casual vacancy caused by the said resignation till theconclusion of the forthcoming AGM and have sought approval of members to appoint them forthe aforesaid period.

M/s. STRG & Associates have consented to act as statutory auditorsof the Company for the Financial Year 2021-22 i.e. upto the 28th Annual GeneralMeeting of the Company and given a certificate in accordance with Section 139 141 andother applicable provisions of the Act to the effect that their appointment if madeshall be in accordance with the conditions prescribed and that they are eligible to holdoffice as Statutory Auditors of the Company. As required under Regulation 33 of theListing Regulations Statutory Auditors have confirmed that they hold a valid certificateissued by the Peer Review Board of the Institute of Chartered Accountants of India.

Necessary resolution and explanation thereto have been provided in theAGM notice seeking approval of members.

AUDITORS' REPORT

The Auditors' Report to the Members for the year under review doesnot contain any qualification. The Notes to the Accounts referred to in the Auditors'Report are self-explanatory and therefore do not call for any further clarifications underSection 134(3)(f) of the Act.

Further the Auditors' Report for the financial year ended 31stMarch 2021 is annexed herewith for your kind perusal and information.

19.2 SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Act and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board of Directorshad appointed M/s Deepak Sharma & Associates. (CP No.:6898 FCS: 6309) aproprietorship firm of Company Secretaries in Practice to undertake the Secretarial Auditof the Company for the Financial Year ended on March 31 2021. The Secretarial AuditReport in the prescribed Form No. MR-3 is attached herewith as ‘Annexure: 1'.

There are no qualifications reservations or adverse remarks ordisclaimers made by M/s. Deepak Sharma & Associates. (CP No.:6898 FCS: 6309) intheir Audit Report dated May 14 2021 on the Secretarial and other related records of theCompany for Financial Year 2020-21.

19.3 INTERNAL AUDITORS

M/S ASDJ & Associates. Chartered Accountants performs the dutiesof internal auditors of the Company and their report is reviewed by the audit committeefrom time to time.

20. BOARD'S COMMENTS ON QUALIFICATION RESERVATION & ADVERSEREMARKS OR DISCLAIMER MADE BY:

Statutory Auditors

Observation made by the Statutory Auditors in their Report are selfexplanatory and therefore do not call for any further comments under section 134(3)(f) ofthe Companies Act 2013.

Cost Auditors

Pursuant to section 148 (3) of the Companies Act 2013 and rule 6(2) ofthe Companies (Cost records and Audit Rules) 2014 is not applicable on the Company.

21. EXTRACT OF ANNUAL RETURN:

The Extract of Annual Return as required under section 92(3) of theCompanies Act 2013 and rule 12(1) of the Companies (Management and Administration) Rules2014 in Form MGT-9 is annexed herewith for your kind perusal and information as‘Annexure: 2'.

22. PARTICULARS OF EMPLOYEES:

The information required pursuant to Section 197 read with Rule 5 ofThe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 inrespect of employees of the Company is as follows:

The Company has One Executive Director and no sitting fees have beenpaid to any director during the year.

The particulars of the employees who are covered by the provisionscontained in Rule 5(2) and rule 5(3) of Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 are:

a) Employed throughout the year Nil

b) Employed for part of the year Nil

The remuneration paid to all Key management Personnel was in accordancewith remuneration policy adopted by the company.

23. CASH FLOW AND FINANCIAL STATEMENTS

As required under the regulation 34 of the Listing Regulations a cashflow statement is part of the Annual Report 2020-2021. Further the Financial Statementsof the Company for the financial year 2020-2021 are prepared in compliance with theapplicable provisions of the Act Indian Accounting Standards and as prescribed by ListingRegulations. The said Financial Statements have been prepared on the basis of the auditedfinancial statements of the Company.

24. RELATED PARTY TRANSACTIONS:

All transactions entered into with Related Parties during the financialyear were in the ordinary course of business and on an arm's length pricing basis anddo not attract the provisions of Section 188 of the Companies Act 2013. There were nomaterially significant transactions with related parties during the financial year whichwere in conflict with the interest of the Company. Suitable disclosure as required by theAccounting Standards (AS18) has been made in the notes to the Financial Statements.

All Related Party Transactions are placed before the Audit Committee asalso the Board for approval.

The policy on Related Party Transactions as approved by the Board isuploaded on the Company's website. None of the Directors has any pecuniaryrelationships or transactions vis--vis the Company.

25. OPEN OFFER

During the financial year Company has made open offer for acquisitionof upto 1874106 fully paid up equity shares of face value of RS.10/- each representing26% of the voting share capital of the Company from the public shareholders of the Companyby Mr. Sudha Ram Aggarwal (Acquirer 1) Mr. Udit Aggarwal (Acquirer 2) Ms. Divya Aggarwal(Acquirer 3) Ms. Ridhima Aggarwal (Acquirer 4) Mr. Rahul Aggarwal (Acquirer 5) Ms.Manjula Aggarwal (Acquirer 6) and CMV Infromatics Private Limted (Acquirer 7) pursuant toand in compliance with the requirements of the Securities and Exchange Board of India(Substantial Acquisition of Shares and Takeover) Regulation 2011and Subsequent amendmentsthereto (the Takeover Regulation)

26. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

There are no significant material orders passed by the Regulators /Courts which would impact the going concern status of the Company and its futureoperations.

27. LOANS GUARANTEES AND INVESTMENTS:

The provisions of Section 186 of the Act pertaining to granting ofloans to any person or body corporate and giving of guarantees or providing security inconnection with a loan to any other body corporate or persons are not applicable to theCompany since it is a Non Banking Financial Company registered with Reserve Bank ofIndia.

28. DIRECTORS and KMP:

During the current financial year no change has been accrued in KeyManagerial Personnel of the Company.

29. DEPOSITS:

The Company did not hold any public deposits at the beginning of theyear nor has it accepted any public deposits during the financial year.

30. INDEPENDENT DIRECTORS AND THEIR DECLARATION:

Shri Vijay Gupta (DIN: 00550656) and Shri Rohit Gupta (DIN: 08448432)has been re-appointed as the independent director of the company as per Section 149(10) ofthe Companies Act 2013 on 30th September 2019 for a term of 5 consecutiveyears on the Board of the Company.

The Board of Directors of the Company hereby confirms that all theIndependent directors duly appointed by the Company have given the declaration and theymeet the criteria of independence as provided under section 149(6) of the Companies Act2013.

31. REMUNERATION POLICY

31.1 REMUNERATION TO EXECUTIVE DIRECTORS

The remuneration paid to Executive Directors is recommended by theNomination and Remuneration Committee and approved by Board at the Board meeting andShareholders at the Annual General Meeting held on 30.09.2015. The remuneration is decidedafter considering various factors such as qualification experience performanceresponsibilities shouldered industry standards as well as financial position of theCompany.

31.2 REMUNERATION TO NON EXECUTIVE DIRECTORS

The Non Executive Directors are not paid remuneration by way of anySitting Fees and Commission.

32. RATIO OF REMUNERATION TO EACH DIRECTOR:

Mr. Pawan Kumar Jindal Managing Director of the Company is being paidRS.25000 p.m. as Managerial Remuneration from April 2020-to March 2021.

33. PERFORMANCE EVALUATION

Pursuant to the provisions of the Companies Act 2013 and ListingRegulations 2015 the Board of Directors has undertaken an annual evaluation of its ownperformance performance of its various Committees and individual Directors. The detailsof the said evaluations have been mentioned in the Report on Corporate Governance.

34. CODE OF CONDUCT FOR BOARD MEMBERS AND SENIOR MANAGEMENT:

The Board of Directors has laid down the code of conduct for all theBoard members and members of the Senior Management of the Company. Additionally allindependent directors of the company shall be bound by duties of independent directors asset out in the Companies Act 2013 read with the Schedules and Rules there under.

All the Board members and Senior Management personnel have affirmedcompliance with the code of conduct.

35. POLICY FOR PREVENTION PROHIBITION AND REDRESSAL OF SEXUALHARASSMENT AT WORKPLACE

The Company has in place a Policy for Prevention Prohibition andRedressal of Sexual Harassment at Work Place in accordance with provision of SexualHarassment of Woman at workplace (Prevention Prohibition and Redressal) Act 2013.Appropriate reporting mechanisms are in place for ensuring protection against SexualHarassment and the right to work with dignity. During the year under review the Companyhas not received any complaints in this regard.

36. REGULATORY ACTION

There are no significant and material orders passed by the regulatorsor courts or tribunals that could impact the going concern status and operations of theCompany in future.

37. ACKNOWLEDGEMENTS:

The company has been very well supported from all quarters andtherefore your directors wish to place on record their sincere appreciation for thesupport and co-operation received from Reserve Bank of India Central and StateGovernments Bankers and others associated with the Company.

Your Directors wish to thank the banks financial institutionsshareholders and business associates for their continued support and cooperation.

We look forward to receiving the continued patronage from all quartersto become a better and stronger company.

38. CAUTIONARY STATEMENT:

The statements contained in the Board's Report and ManagementDiscussion and Analysis contain certain statements relating to the future and thereforeare forward looking within the meaning of applicable securities laws and regulations.

Various factors such as economic conditions changes in governmentregulations tax regime other statues market forces and other associated and incidentalfactors may however lead to variation in actual results.

.