Kapil Raj Finance Limited
Your Directors have pleasure in presenting their 33rd Annual Report and the Auditedfinancial statement for the financial year ended March 31 2019.
OPERATION AND FINANCIAL RESULTS:
The summary of operation and financial results of the company for the year withcomparative figures for last year is as under:
|Particulars ||Consolidated ||Standalone |
| ||2018-2019 ||2017-2018 ||2018-2019 ||2017-2018 |
| ||(Rs.) ||(Rs.) ||(Rs.) ||(Rs.) |
|Net Revenue from Operations ||- ||- ||- ||13463735 |
|Other Income ||10649260 ||- ||10649260 ||5237511 |
|Profit before Exceptional and Extra ordinary items and tax ||575513 || ||575513 ||3452599 |
|Extra Ordinary Items ||- ||- ||- ||- |
|Profit after Exceptional and Extra ordinary items and tax ||575513 ||- ||575513 ||3452599 |
|Profit before tax ||575513 ||- ||575513 ||3452599 |
|Profit after tax ||459516 ||- ||481588 ||2433590 |
|Amount Transferred to Reserves ||- ||- ||- ||6343679.02 |
REVIEW OF OPERATIONS AND FUTURE PROSPECTS:
Your Company has done negligible production activity during the financial year ended 31March 2019 owing to which there are no Income from Operations during the year underreview. Further the Overall Standalone Income has decreased to Rs. 10649260 for thefinancial year ended 31 March 2019 as compared to last year s Standalone total income ofRs. 18701246. The overall profit incurred by your Company in the current financial yearhas decreased to Rs 481588 as compared to the profit of Rs. 2433590 in the previousfinancial year.
Since this being the first year of consolidation comparison for previous year can notbe provided.
TRANSFER TO RESERVES:
The credit balance of Profit and Loss account is transferred to reserves in Balancesheet.
Your Directors has decided to plough back the profit and therefore it was decided tonot declare any dividend.
Pursuant to Sections 149 152 and other applicable provisions of the Companies Act2013 one-third of such of the Directors as are liable to retire by rotation shall retireevery year and if eligible offer themselves for re-appointment at every Annual GeneralMeeting. Consecutively Mr. Pradip Shah Director will retire by rotation at the ensuingAnnual General Meeting and being eligible offer himself for re-appointment in accordancewith the provisions of the Companies Act 2013.
Following are the Details of Directors on the Board of the Company:
|Sr. No. ||Name of Directors ||DIN ||DATE OF APPOINTMENT |
|1. ||Umesh Pravinchandra Parekh ||06827077 ||Appointed w.e.f 01/03/2014 |
|2. ||Pradip Shah ||08126828 ||Appointed w.e.f 19/05/2018 |
|3. ||Bina Thakkar ||08432753 ||Appointed w.e.f 24/04/2019 |
|4. ||Rohan Padave Chandrakant ||08443468 ||Appointed w.e.f 13/05/2019 |
|5. ||Meehir Doshi ||08536239 ||Appointed w.e.f 14/08/2019 |
Further during the year under review following are the Key managerial Personnel inthe Company as per Section 2(51) and 203 of the Companies Act 2013 are as follows:
|Sr.No. ||Name of Directors ||DIN / PAN ||DATE OF APPOINTMENT ||DESIGNATION |
|1. ||Pradip Shah ||07798831 ||Appointed w.e.f 19/05/2018 ||Whole Time Director |
|2. ||Meehir Doshi ||08536239 ||Appointed w.e.f 14/08/2019 ||Whole Time Director |
|3. ||Meehir Doshi ||08536239 ||Appointment w.e.f 30/04/2019 ||Chief Financial Officer |
# the Company is in process to appoint the Company Secretary on the Board of theCompany.
DECLARATION BY INDEPENDENT DIRECTOR: (SECTION 134 (3)(D)
The Declaration by an Independent Director(s) that they meet the criteria ofindependence as provided in sub-section (6) of Section 149 of the Companies Act 2013 isenclosed.
An independent director shall hold office for a term up to five consecutive years onthe Board of a Company and shall not be eligible for reappointment for next five years onpassing of a special resolution by the Company.
PARTICULARS OF REMUNERATION OF DIRECTORS/KMP/EMPLOYEES
The remuneration policy is directed towards rewarding performance based on review ofachievements. It is aimed at attracting and retaining high caliber talent. Theremuneration policy is in consonance with the existing practice in the Industry.
Pursuant to the provisions of the Companies Act 2013 and as per SEBI (LODR) 2015during the year under review the Board carried out the annual evaluation of its ownperformance. A structured questionnaire covering various aspects of the Board sfunctioning such as adequacy of the composition of the Board and its Committees Boardculture execution and performance of specific duties obligation and governance wasdistributed to each member of the Board and inputs were received. The performanceevaluation of the Independent Directors who will be appointed at the ensuing AnnualGeneral Meeting was carried out by the entire Board. The performance evaluation ofNon-Independent Directors and the Board as a whole was carried out by the IndependentDirectors. The Directors expressed their satisfaction with the evaluation process.
During the year under review the Company is having Authorized Share Capital comprisesof 10000000 Equity Shares of Rs. 10/- each amounting to Rs. 100000000/-. Further theSubscribed Issued and Paid up Capital comprises of 5140000 Equity Shares of Rs.10/-amounting to Rs. 51400000/-. There is no change in the share capital of the Companyduring the year under review.
CHANGE IN REGISTERED OFFICE OF THE COMPANY
During the year under review the Company has changed its registered office within thelimits of local limits of jurisdiction from D-50 E 3rd Floor Kh. No. 299 ChhattarpurEnclave New Delhi 110074 to 23-B 1st Floor Chirag Delhi Opposite Satsang Bhawan NewDelhi - 110017 w.e.f April 23 2019.
MANAGEMENT DISCUSSION AND ANALYSIS
A separate report on the Management Discussion and Analysis is attached as a separatepart of this Annual Report.
In accordance with SEBI (LODR) Regulations 2015 as entered with the Stock Exchange andsome of the best practices followed internationally on Corporate Governance the reportcontaining the details of corporate governance systems and processes is as follows: AtKapil Raj Finance Limited Corporate Governance is all about maintaining a valuablerelationship and trust with all stakeholders. We consider stakeholders are playing veryimportant role in our success and we remain committed to maximizing stakeholder value beit shareholders employees suppliers customers investors communities or policy makers.This approach to value creation emanates from our belief that sound governance systembased on relationship and trust is integral to creating enduring value for all. We have adefined policy framework for ethical conduct of businesses. We believe that any businessconduct can be ethical only when it rests on the nine core values of Honesty IntegrityRespect Fairness Purposefulness Trust Responsibility Citizenship and Courage. Thecorporate governance is an important tool for the protection of shareholder andmaximization of their long term values. The objective of Corporate Governance is toachieve excellence in business thereby increasing stakeholders worth in the long termwhich can be achieved keeping the interest of stakeholders and comply with all rulesregulations and laws. The principal characteristics of Corporate Governance areTransparency Independence Accountability Responsibility Fairness and SocialResponsibility along with efficient performance and respecting interests of thestakeholders and the society as a whole.
COMPANY'S PHILOSOPHY ON CORPORATE GOVERNANCE
The Company's philosophy on corporate governance is been founded on the fundamentalideologies of the group viz. Trust Value and Service. Obeying the law both in letterand in spirit is the foundation on which the Company's ethical standards are built. Onadopting corporate governance the Company shall make a constant endeavor to achieveexcellence in Corporate Governance on continuing basis by following the principles oftransparency accountability and integrity in functioning so as to constantly striving toenhance value for all stakeholders and the society in general. As a good corporatecitizen the Company will maintain sound corporate practices based on conscienceopenness fairness professionalism and accountability in building confidence of itsvarious stakeholders in it thereby paving the way for its long term success. We are makingcontinuous efforts to adopt the best practices in corporate governance and we believe thatthe practices we are putting into place for the company shall go beyond adherence toregulatory framework. The Company's corporate governance philosophy has been furtherstrengthened by adopting a Code of Fair Practice in accordance with the guidelines issuedby Reserve Bank of India from time to time.
As per the amendment made in the provisions of the Regulation 27 of SEBI (ListingObligation And Disclosure Requirement) Regulation 2015 with equity share capital of lessthan Rs 10 crores (ii) companies having net worth not exceeding of Rs 25 crores and(iii) companies listed on SME and SME-ITP platforms of the stock exchanges has to complywith the provision of SEBI (LODR) Regulation 2015. Since the Paid Share Capital of theCompany is below the Limit specified under the SEBI (LODR) Regulations 2015 theprovision / requirements of Corporate Governance as laid down under the SEBI (LODR)Regulations 2015 is not applicable to the Company. However the Company itself followsthe standards of Corporate Governance but the disclosures required to be done underRegulation 27 (2) of SEBI (LODR) Regulations 2015 is not applicable to the Company.
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 statement: i. Thatin the presentation of the annual accounts for the year ended March 31 2019 applicableaccounting standards have been followed and that there are no material departures; ii. Thatthey have in the selection of the accounting policies consulted the statutory auditorsand have applied them consistently and made judgments and estimates that are reasonableand prudent so as to give a true and fair view of the state of affairs of the Company forthe year ended March 31 2019 and of the profit of the Company for the year ended on thatdate; iii. That they have taken proper and sufficient care to the best of theirknowledge and ability for the maintenance of adequate accounting records in accordancewith the provisions of the Companies Act for safeguarding the assets of the Company andfor preventing and detecting fraud and other irregularities; iv. That the annualaccounts have been prepared on a going concern basis. v. That internal financialcontrols followed by the Company are adequate and were operating effectively vi. Thatthe systems to ensure compliance with the provisions of all applicable laws were adequateand operating effectively.
HOLDING SUBSIDIARY AND ASSOCIATE COMPANIES
The Company does not have any Holding/ Subsidiary/ Associate Company during the periodunder review.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION RESEARCH &DEVELOPMENT AND FOREIGNEXCHANGE EARNINGS AND OUTGO
|Sr. no. ||Particulars ||Remarks |
|1 ||Energy conservation measures taken ||NIL |
|2 ||Additional investments and proposals if any being implemented for reduction of consumption of energy ||NIL |
|3 ||Impact of the measures at (a) and (b) above for reduction of energy consumption and consequent impact on the cost of production of goods ||NIL |
|4 ||Total energy consumption and energy consumption per unit of production ||NIL |
FORM-A: FORM FOR DISCLOSURE OF PARTICULARS WITH RESPECT TO CONSERVATION OF ENERGY
|Sr. no. ||Particulars ||Remarks |
|A. ||Power and fuel consumption ||NIL |
|B. ||Consumption per unit of production ||NIL |
FORM-B: FORM FOR DISCLOSURE OF PARTICULARS WITH RESPECT TO TECHNOLOGY ABSORPTION ETC.
|I Research and Development ||: Nil |
|II Technology Absorption Adaptation and Innovation ||: Nil |
|FOREIGN EXCHANGE EARNINGS AND OUTGO || |
|I. Earnings in Foreign Exchange during the year ||: Nil |
|II. Foreign Exchange outgo during the year ||: Nil |
PARTICULARS OF EMPLOYEES
Particulars of employees as required to be disclosed in terms of Section 134 of theCompanies Act 2013 read with Rule 5 of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 are made available at the registered office of theCompany.
CLARIFICATION FOR OBSERVATIONS AS REPORTED BY STATUTORY AUDITOR IN THEIR AUDIT REPORT
Pursuant to Section 139 of the Act the observations of the Statutory Auditors whenread together with the relevant notes to the accounts and accounting policies areself-explanatory and do not calls for any further comment.
During the period under review your Company has not accepted or invited any depositsfrom public.
SIGNFICANT / MATERIAL ORDERS PASSED IMPACTING ON GOING CONCERN STATUS
AND COMPANY'S OPERATIONS
There have been no significant and material orders passed by any regulators or courtsor tribunals impacting the going concern status and company s operations in future.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT2013
The Company has made transactions which are within the limit of Loans Guarantees orInvestments under Section 186 of the Companies Act 2013
The Board meets at regular intervals to discuss and decide on Company / business policyand strategy apart from other Board business. The Board / Committee Meetings arepre-scheduled and a tentative annual calendar of the Board and Committee Meetings iscirculated to the Directors in advance to facilitate them to plan their schedule and toensure meaningful participation in the meetings. However in case of a special and urgentbusiness need the Board s approval is taken by passing resolutions through circulationas permitted by law which are confirmed in the subsequent Board meeting.
The Board met 6(Six) times during the financial year. The intervening gap between anytwo meetings was within the period prescribed by the Companies Act 2013. The maximuminterval between any two meetings did not exceed 120 days as prescribed under theCompanies Act 2013. None of the directors is a member in more than ten committees or actsas a Chairman in more than five committees across all companies in which he is a director.
The Composition of the Board and the number of directorships memberships andchairmanship of committees as on March 31 2019 are given below:
|Name of the Directors ||DIN ||Designation / category ||*No. of Directorship in Boards of other Co. ||Committee Membership in all Companies ||Chairman shi p in committees where they are members |
|Falguni Raval ||07197547 ||Executive Director ||Nil ||NIL ||NIL |
|Heeralal R. Jaiswar ||06827029 ||Independent Director ||Nil ||NIL ||NIL |
|Hiran kumar Mukherjee ||08115395 ||Independent Director ||Nil ||NIL ||NIL |
|Shyam Singh ||07798831 ||Executive Director ||2 ||NIL ||NIL |
|Bina Thakkar (Appointed w.e.f April 20 2019) ||08432753 ||Independent Director ||Nil ||NIL ||NIL |
|Rohan Chandrakant (Appointed w.e.f May 13 2019) ||08443468 ||Independent Director ||Nil ||NIL ||NIL |
|Meehir Doshi (Appointed w.e.f August 14 2019) ||08536239 ||Whole Time Director ||Nil ||NIL ||NIL |
|Pradip Shah ||08126828 ||Whole Time Director ||Nil ||NIL ||NIL |
|Umesh Parikh ||06827077 ||Non- Executive Director ||1 ||NIL ||NIL |
DETAILS OF RESIGNATION
1. Ms. Falguni Rawal Executive Director has resigned from the Board on May 19 2018.
2. Mr. Heeralal Jaiwar Independent Director has resigned from the Board on May 192018.
3. Mr. Hiran Kumar Mukherjee Independent Director has resigned from the Board on April23 2019.
4. Mr. Shyam Singh Managing Director has resigned on April 23 2019.
DETAILS OF APPOINTMENT
1. Ms. Bina Thakkar was appointed as an Additional Director (Independent) on April 242019.
2. Mr. Rohan Chandrakant was appointed as an Additional Director (Independent) May 132019.
3. Mr. Meehir Doshi was appointed as an Whole Time Director of the Company on August14 2019.
BOARD MEETINGS AND ATTENDANCE
The dates on which the said meetings were held are 6 times on
|19/05/2018 ||30/05/2018 ||14/08/2018 ||04/09/2018 ||14/11/2018 ||13/02/2019 |
|Name of director ||No. of meetings held ||No. of meetings Attended ||Last AGM Attended |
|Ms. Falguni Rawal ||6 ||1 ||No |
|Mr. Heeralal Rambaratram Jaiswar ||6 ||1 ||No |
|Mr. Shyam Singh ||6 ||6 ||Yes |
|Mr. Hirankumar Mukherjee ||6 ||6 ||No |
|Mr. Umesh Pravinchandra Parekh ||6 ||6 ||No |
|Mr. Pradip Shah ||6 ||6 ||No |
SECRETARIAL AUDITORS AND THEIR REPORT
Mr. Amit R. Dadheech Company Secretaries was appointed as Secretarial Auditors of theCompany for the financial year 2018-19. Pursuant to Section 204 of the Companies Act2013. The Secretarial Audit Report submitted by them in the prescribed form MR- 3 isattached as RsAnnexure ARs and forms part of this report.
There are qualifications observations and other remarks of the Secretarial Auditors inthe Report issued by them for the financial year 2018-19 which are self explanatory innature and does not call for any explanation from the Board of Directors. However themanagement of the company is taking all the necessary actions to make good thenon-compliance pointed by the secretarial auditor.
EXTRACT OF ANNUAL RETURN (MGT-9)
An extract of the Annual Return for the year ended March 31 2019 as provided undersub-section (3) of Section 92 and prescribed under Rule 12 of Companies (Management &Administration) Rules 2014 is attached as Annexure- B and forms part of thisreport.
RELATED PARTIES TRANSACTIONS
All the transactions with related parties are in the ordinary course of business and onarm s length basis. The details of the transactions entered into between the Company andthe related parties are mentioned in the financial statements of the Company.
The Company has the following Committees of the Board: ? Audit Committee ? StakeholdersRelationship Committee ? Nomination & Remuneration Committee
VIGIL MECHANISM / WHISTLE BLOWER POLICY
In pursuant to the provisions of section 177(9) & (10) of the Companies Act 2013a Vigil Mechanism for directors and employees to report genuine concerns has beenestablished. The Vigil Mechanism Policy has been uploaded on the website of the Company atwww.kapilrajfinanceltd.com under investors/policy documents/Vigil Mechanism Policy link.
INTERNAL FINANCIAL CONTROL
The Company believes that internal control necessarily follows the principle of prudentbusiness governance that freedom of management should be exercised within a framework ofappropriate checks and balances. The Company remains committed to ensuring an effectiveinternal control environment that inter alia provides assurance on orderly and efficientconduct of operations security of assets prevention and detection of frauds/errorsaccuracy and completeness of accounting records and the timely preparation of reliablefinancial information.
The Company's independent and Internal Audit processes both at the Business andCorporate levels provide assurance on the adequacy and effectiveness of internalcontrols compliance with operating systems internal policies and regulatoryrequirements.
The Financial Statements of the Company are prepared on the basis of the SignificantAccounting Policies that are carefully selected by management and approved by the Board.These in turn are supported by a set of divisional Delegation Manual & StandardOperating Procedures (SOPs) that have been established for individual units/ areas ofoperations.
The Company has in place adequate internal financial controls with reference to theFinancial Statements. Such controls have been tested during the year and no reportablematerial weakness in the design or operation was observed. Nonetheless the Companyrecognizes that any internal financial control framework no matter how well designed hasinherent limitations and accordingly regular audit and review processes ensure that suchsystems are reinforced on an ongoing basis.
RISK & MITIGATION
The Company has identified various risks faced by the Company from different areas. Asper the provision of the Companies Act 2013 and listing agreements the the Board hadadopted a risks management policy whereby a proper framework is set up. Appropriatestructures are present so that risks are inherently monitored and controlled. Acombination of policies and procedures attempts to counter risks as and when they evolve.
As the Company is operating in the service industry cost audit is not applicable tothe Company and hence no reporting is required.
DISCLOSURE AS REQUIRED UNDER SECTION 22 OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE(PREVENTION PROHIBITION AND REDRESSAL) ACT 2013
The Company is committed to provide a protective environment at workplace for all itswomen employees. To ensure that every woman employee is treated with dignity and respectand as mandated under "The Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013" the Company has in place a formal policy forprevention of sexual harassment of its women employees.
The following is the summary of sexual harassment complaints received and disposed offduring the current financial year.
|Number of Complaints received ||NIL |
|Number of Complaints disposed of ||NIL |
The company maintained healthy cordial and harmonious industrial relations at alllevels the enthusiasm and unstinting efforts of employees have enabled the company toremain at the leadership position in the industry it has taken various steps to improveproductivity across organization.
Your Directors wish to acknowledge all their stakeholders and are grateful for theexcellent support received from the shareholders Bankers Financial InstitutionsGovernment authorities esteemed corporate clients customers and other businessassociates. Your Directors recognize and appreciate the hard work and efforts put in byall the employees of the Company and their contribution to the growth of the Company in avery challenging environment.
|Date: September 04 2019 ||For KAPIL RAJ FINANCE LIMITED |
|Place: Delhi || |
| ||SD/- |
|Regd. 23-B First Floor Chirag Delhi Opposite ||Pradip Shah |
|Satsang Bhawan New Delhi-110017. ||(Whole Time Director) |
| ||DIN: 08126828 |