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Jindal Capital Ltd.

BSE: 530405 Sector: Financials
NSE: N.A. ISIN Code: INE356F01017
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NSE 05:30 | 01 Jan Jindal Capital Ltd
OPEN 3.80
PREVIOUS CLOSE 3.80
VOLUME 566
52-Week high 7.88
52-Week low 3.40
P/E 19.00
Mkt Cap.(Rs cr) 3
Buy Price 3.80
Buy Qty 1934.00
Sell Price 3.81
Sell Qty 10.00
OPEN 3.80
CLOSE 3.80
VOLUME 566
52-Week high 7.88
52-Week low 3.40
P/E 19.00
Mkt Cap.(Rs cr) 3
Buy Price 3.80
Buy Qty 1934.00
Sell Price 3.81
Sell Qty 10.00

Jindal Capital Ltd. (JINDALCAPITAL) - Director Report

Company director report

To

The Members of

JINDAL CAPITAL LIMITED

Delhi

Your Directors have pleasure in presenting the 25th Board's Report together with theAudited Statement of Accounts of M/s Jindal Capital Limited for the financial year endedon 31st March 2019.

1. FINANCIAL RESULTS:

(Rs. In Lacs)

Particulars 2018-19 2017-18
Current Year Previous Year
Operating Profit before Depreciation 14.06 16.67
Less: Depreciation 3.69 2.80
Profit/(loss) before tax 10.37 13.87
Less: Provision for Tax (2.06) (3.18)
Net Profit/(loss) for the year 8.31 10.69
Prior Period adjustments 0.00 0.00
Surplus available 8.31 10.69
Surplus profit brought down from PY 24.70 11.23
Surplus available 10.39 13.46
Surplus profit carried to B/S 35.08 24.69

2. OPERATIONAL REVIEW:

The performance of the Company during the year under consideration was satisfactory.During the year under review your Company's Total Revenue has of Rs. 1090.28 Lac incomparison to Rs. 1153.00 Lac in the previous financial year. Company has earned a profitafter tax of Rs. 8.31 Lac in year under review against profit after tax of Rs. 10.69 Lacin previous financial year.

3. DIVIDEND:

In order to conserve the resources of the Company and considering the business plan ofthe Company the Board of Directors do not recommend any dividend on the Equity Shares ofthe Company for the Financial Year ended on March 31 2019.

4. TRANSFER TO RESERVES IN TERMS OF SECTION 134 (3) (J) OF THE COMPANIES ACT 2013

For the financial year ended 31st March 2019 the Company is not proposed to carry anyamount to General Reserve Account.

As required under Section 45IC of the Reserve Bank of India Act 1934 20% of theprofits are required to be transferred to a Special Reserve Account. On a conservativebasis an amount of Rs. 207527.00/- has been transferred to said Reserve.

5. SHARE CAPITAL:

The Authorised Share Capital of the Company is Rs. 72500000 comprising 7250000Equity Shares of Rs. 10 each. The Issued Subscribed and Paid-up Equity Share Capital ofthe Company is Rs. 72081000/- consisting of 7208100 Equity Shares of Rs. 10 each.

6. ECONOMIC SCENARIO AND OUTLOOK:

NBFCs are emerging as an alternative to mainstream banking. Besides they are alsoemerging as an integral part of Indian Financial System and have commendable contributionstowards Government's agenda of financial Inclusion. They have been to some extentsuccessful in filling the gap in offering credit to retail customers in underserved andunbanked areas.

NBFCs in India have recorded marked growth in recent years. After their existence theyare useful and successful for the evolution of a vibrant competitive and dynamicfinancial system in Indian money market. The success factors of their business has been bymaking the most of their ability to contain risk adapt to changes and tap demand inmarkets that are likely to be avoided by the bigger players. Thus the need for uniformpractices and level playing field for NBFCs in India is indispensable.

7. CORPORATE SOCIAL RESPONSIBILITY:

Even though the provisions of Companies Act 2013 regarding Corporate SocialResponsibility are not attracted to the company yet the Company has been over the yearspursuing as part of its corporate philosophy an unwritten CSR policy voluntarily whichgoes 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 AND COMMITMENTS:

No material changes and commitments affecting the financial position of the Companyoccurred between the end of the financial year to which this financial statements relateon the date of this report.

9. CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORT

A separate section on corporate governance practices followed by the Company togetherwith a certificate from the auditors confirming its compliance forms a part of thisAnnual Reportas per SEBI Regulations. Further as per Regulation 34 read with Schedule Vof the Listing Regulations a Management Discussion and Analysis report is annexed to thisreport.

10. BUSINESS RISK MANAGEMENT:

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

Therefore in accordance with Regulation 21 of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015) the Board members were informed about risk assessment andminimization procedures after which the Board formally adopted steps for framingimplementing and monitoring the risk management plan for the company. The main objectiveof this policy is to ensure sustainable business growth with stability and to promote apro-active approach in reporting evaluating and resolving risks associated with thebusiness. In order to achieve the key objective the policy establishes a structured anddisciplined approach to Risk Management in order to guide decisions on risk relatedissues.

In today's challenging and competitive environment strategies for mitigating inherentrisks in accomplishing the growth plans of the Company are imperative. The common risksinter alia are: Regulations competition Business risk Technology obsolescenceInvestments retention of talent and expansion of facilities.

Business risk inter-alia further includes financial risk political risk fidelityrisk legal risk.

As a matter of policy these risks are assessed and steps as appropriate are taken tomitigate the same

11. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY:

The Company's internal control system and procedures are commensurate with the size ofoperation and are adequate to ensure safeguarding its assets and resources against lossunauthorized use or disposition compliance with the statutes and regulatory policies andframework and all transactions are authorized recorded and reported correctly. TheInternal Audit department evaluates the functioning and quality of internal control andprovides assurance of periodic reporting. The Audit Committee reviews the Internal AuditReports and the adequacy on regular basis which also acts as a tool for minimizing anypossible risks in the operations of the Company.

12. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO

The Company has no activities relating to conservation of energy technologies andforeign earning and out go.

13. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

In order to ensure that the activities of the Company and its employees are conductedin a fair and transparent manner by adoption of highest standards of professionalismhonesty integrity and ethical behavior the company has adopted a vigil mechanism policy.This policy is explained in corporate governance report and also posted on the website ofcompany.

14. DIRECTORS & COMMITTEES:

As per notification of Section 149 and other applicable provisions of the CompaniesAct 2013 your Direcotors are seeking reappointment of Mr. Vijay Gupta and Mr. Rohit Guptaas Independent Director for five consecutive years for a term up to 31st March 2024.

Details of the proposal for appointment of Mr. Vijay Gupta and Mr. Rohit Gupta arementioned in the Explanatory Statement under Section 102 of the Companies Act 2013 of theNotice of the 25th Annual General Meeting.

14.1 BOARD EVALUATION:

Pursuant to the provisions of the Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015) the Board has carried out annual performanceevaluation of its own performance the directors individually as well the evaluation ofthe working of its Audit Nomination & Remuneration and Stakeholder committee. Themanner in which the evaluation has been carried out has been explained in CorporateGovernance Report.

14.2 REMUNERATION POLICY

The Board has on the recommendation of the Nomination & Remuneration committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration. The Remuneration Policy is stated in the Corporate Governance Report.

14.3 MEETINGS OF THE BOARD OF DIRECTORS

During the Financial Year 2018-19 the Company held 7 (Seven) of the Board of Directorsas per Section 173 of Companies Act 2013 which is summarized below. The provisions ofCompanies Act 2013 and (Listing Obligations and Disclosure Requirements) Regulations2015) were adhered to while considering the time gap between two meetings.

S. No. Date of Meeting Board Strength No. of Directors Present
1. 16.04.2018 04 04
2. 30.05.2018 04 04
3. 14.08.2018 04 04
4. 25.08.2018 04 04
5. 13.11.2018 04 04
6. 14.02.2019 04 04
7. 25.03.2019 03 03

14.4 AUDIT COMMITTEE

The company is having an audit committee comprising of the following directors:

Name Status Category
Mr. Vijay Gupta Chairman Non Executive & Independent Director
*Mr. Rajendra Gadodia Member Non Executive & Independent Director
Mrs. Sarita Aggarwal Member Non-Executive Director(Promoter)

Mr. Rajendra Gadodia resigned from the post of Directorship w.e.f. 07.03.2019

14.5 NOMINATION AND REMUNERATION COMMITTEE

The company is having a Nomination and Remuneration Committee comprising of thefollowing directors:

Name Status Category
Mr. Vijay Gupta Chairman Non Executive & Independent Director
*Mr. Rajendra Gadodia Member Non Executive & Independent Director
Mrs. Sarita Aggarwal Member Non-Executive Director(Promoter)

*Mr. Rajendra Gadodia resigned from the post of Directorship w.e.f. 07.03.2019

14.6 STAKEHOLDERS RELATIONSHIP COMMITTEE

The company is having a Stakeholders Relationship Committee comprising of the followingdirectors:

Name Status Category
Mr. Vijay Gupta Chairman Non Executive & Independent Director
*Mr. Rajendra Gadodia Member Non Executive & Independent Director
Mrs. Sarita Aggarwal Member Non-Executive Director(Promoter)

*Mr. Rajendra Gadodia resigned from the post of Directorship w.e.f. 07.03.2019

15. DIRECTORS' RESPONSIBILITY 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 Companies Act 2013:

a) that in the preparation of the annual financial statements for the year ended March31 2019 the applicable accounting standards have been followed along with properexplanation relating to material departures if any;

b) that such accounting policies as mentioned in Notes to the Financial Statements havebeen selected and applied consistently and judgment and estimates have been made that arereasonable and prudent so as to give a true and fair view of the state of affairs of theCompany as at March 31 2019 and of the profit of the Company for the year ended on thatdate;

c) that proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

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

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

f) that systems to ensure compliance with the provisions of all applicable laws were inplace and were adequate and operating effectively.

16. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

The provisions of Section 125(2) of the Companies Act 2013 do not apply as there wasno dividend declared and paid last year.

17. INFORMATION ABOUT SUBSIDIARY/ JV/ ASSOCIATE COMPANY

Company does not have any Subsidiary Joint venture or Associate Company.

18. AUDITORS:

18.1 STATUTORY AUDITORS

Pursuant to the provisions of Section 139(2) of the Act and the rules made thereunderthe Members at their Twenty Third AGM held on September 29 2017 had appointed M/sRajendra Khadria & Associates Chartered Accountants (Firm registration number007069N) as the Statutory Auditors of the Company for a term of five consecutive yearsfrom the conclusion of the 25th Annual General Meeting of the Company scheduled to be heldon September 30 2019 till the conclusion of the 28th Annual General Meetingto be held in the year 2022 subject to the approval of the shareholders of the Company.

AUDITORS' REPORT

The Auditors' Report to the Members for the year under review does not contain anyqualification. The Notes to the Accounts referred to in the Auditors' Report areself-explanatory and therefore do not call for any further clarifications under Section134(3)(f) of the Act.

Further the Auditors' Report for the financial year ended 31st March 2019 is annexedherewith for your kind perusal and information.

18.2 SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 the Board of Directors had appointedM/s Deepak Sharma & Associates. (CP No.:6898 FCS: 6309) a proprietorship firm ofCompany Secretaries in Practice to undertake the Secretarial Audit of the Company for theFinancial Year ended on March 31 2019. The Secretarial Audit Report in the prescribedForm No. MR-3 is attached herewith as ‘Annexure: 1'.

There are no qualifications reservations or adverse remarks or disclaimers made byM/s. Deepak Sharma & Associates. (CP No.:6898 FCS: 6309) in their Audit Report datedMay 30 2019 on the Secretarial and other related records of the Company for FinancialYear 2018-19.

18.3 INTERNAL AUDITORS

M/S ASDJ & Associates. Chartered Accountants performs the duties of internalauditors of the Company and their report is reviewed by the audit committee from time totime.

19. EXTRACT OF ANNUAL RETURN:

The Extract of Annual Return as required under section 92(3) of the Companies Act 2013and rule 12(1) of the Companies (Management and Administration) Rules 2014 in Form MGT-9is annexed herewith for your kind perusal and information as ‘Annexure: 2'.

20. PARTICULARS OF EMPLOYEES:

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

The Company has One Executive Director and no sitting fees have been paid to anydirector during the year.

The particulars of the employees who are covered by the provisions contained in Rule5(2) and rule 5(3) of Companies (Appointment and Remuneration of Managerial 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 accordance withremuneration policy adopted by the company.

21. CASH FLOW AND FINANCIAL STATEMENTS

As required under the regulation 34 of the Listing Regulations a cash flow statementis part of the Annual Report 2018-2019. Further the Financial Statements of the Companyfor the financial year 2018-2019 are prepared in compliance with the applicable provisionsof the Act Accounting Standards and as prescribed by Listing Regulations. The saidFinancial Statements have been prepared on the basis of the audited financial statementsof the Company its subsidiaries and joint venture companies as approved by theirrespective Boards of Directors.

22. RELATED PARTY TRANSACTIONS:

All transactions entered into with Related Parties during the financial year were inthe ordinary course of business and on an arm's length pricing basis and do not attractthe provisions of Section 188 of the Companies Act 2013. There were no materiallysignificant transactions with related parties during the financial year which were inconflict 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 as also the Boardfor approval.

The policy on Related Party Transactions as approved by the Board is uploaded on theCompany's website. None of the Directors has any pecuniary relationships or transactionsvis--vis the Company.

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

There are no significant material orders passed by the Regulators / Courts which wouldimpact the going concern status of the Company and its future operations.

24. LOANS GUARANTEES AND INVESTMENTS:

The provisions of Section 186 of the Act pertaining to granting of loans to any personor body corporate and giving of guarantees or providing security in connection with a loanto any other body corporate or persons are not applicable to the Company since it is aNon Banking Financial Company registered with Reserve Bank of India.

25. DIRECTORS and KMP:

During the current financial year due to said demise Mr. Rajender Kumar Gadodia hasbeen resigned from the post of Directorship w.e.f. 07.03.2019.

26. DEPOSITS:

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

27. INDEPENDENT DIRECTORS AND THEIR DECLARATION:

Shri Vijay Gupta (DIN: 00550656) and Shri Rohit Gupta (DIN: 08448432) proposed to bere-appointed as the independent director of the company as per Section 149(10) of theCompanies Act 2013 on 30th September 2019 for a term of 5 consecutive yearson the Board of the Company.

The Board of Directors of the Company hereby confirms that all the Independentdirectors duly appointed by the Company have given the declaration and they meet thecriteria of independence as provided under section 149(6) of the Companies Act 2013.

28. REMUNERATION POLICY

28.1 REMUNERATION TO EXECUTIVE DIRECTORS

The remuneration paid to Executive Directors is recommended by the Nomination andRemuneration Committee and approved by Board at the Board meeting and Shareholders at theAnnual General Meeting held on 30.09.2015. The remuneration is decided after consideringvarious factors such as qualification experience performance responsibilitiesshouldered industry standards as well as financial position of the Company.

28.2 REMUNERATION TO NON EXECUTIVE DIRECTORS

The Non Executive Directors are not paid remuneration by way of any Sitting Fees andCommission.

29. RATIO OF REMUNERATION TO EACH DIRECTOR:

The Company has not paid any remuneration to its directors during the financial year ofthe Company.

30. PERFORMANCE EVALUATION

Pursuant to the provisions of the Companies Act 2013 and Listing Regulations 2015 theBoard of Directors has undertaken an annual evaluation of its own performance performanceof its various Committees and individual Directors. The details of the said evaluationshave been mentioned in the Report on Corporate Governance.

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

The Board of Directors has laid down the code of conduct for all the Board members andmembers of the Senior Management of the Company. Additionally all independent directors ofthe company shall be bound by duties of independent directors as set out in the CompaniesAct 2013 read with the Schedules and Rules there under.

All the Board members and Senior Management personnel have affirmed compliance with thecode of conduct.

32. POLICY FOR PREVENTION PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORKPLACE

The Company has in place a Policy for Prevention Prohibition and Redressal of SexualHarassment at Work Place in accordance with provision of Sexual Harassment of Woman atworkplace (Prevention Prohibition and Redressal) Act 2013. Appropriate reportingmechanisms are in place for ensuring protection against Sexual Harassment and the right towork with dignity. During the year under review the Company has not received anycomplaints in this regard.

33. REGULATORY ACTION

There are no significant and material orders passed by the regulators or courts ortribunals that could impact the going concern status and operations of the Company infuture.

34. ACKNOWLEDGEMENTS:

The company has been very well supported from all quarters and therefore your directorswish to place on record their sincere appreciation for the support and co-operationreceived from Reserve Bank of India Central and State Governments Bankers and othersassociated with the Company.

Your Directors wish to thank the banks financial institutions shareholders andbusiness associates for their continued support and cooperation. We look forward toreceiving the continued patronage from all quarters to become a better and strongercompany.

35. CAUTIONARY STATEMENT:

The statements contained in the Board's Report and Management Discussion and Analysiscontain certain statements relating to the future and therefore are forward looking withinthe meaning of applicable securities laws and regulations. Various factors such aseconomic conditions changes in government regulations tax regime other statues marketforces and other associated and incidental factors may however lead to variation in actualresults. For and on behalf of the Board of Directors

Sarita Aggarwal Pawan Kumar Jindal
Director Managing Director
DIN: 00524884 DIN: 00524690
Place: Delhi
Date: May 30 2019