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Kwality Credit & Leasing Ltd.

BSE: 531206 Sector: Financials
NSE: N.A. ISIN Code: INE577C01015
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OPEN 8.60
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VOLUME 94
52-Week high 9.13
52-Week low 8.60
P/E
Mkt Cap.(Rs cr) 4
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
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Kwality Credit & Leasing Ltd. (KWALITYCREDIT) - Director Report

Company director report

Dear Members

The Directors have pleasure in presenting the 27th Annual Report of theCompany together with Audited Accounts for the year ended March 312019.

1. Financial Summary or Highlights

Particulars

Standalone

2018-19 2017-18
Rs Rs
Total Revenue 6179444 6781919
(Less):Total Expenditure 6054035 6128368
Profit before Exceptional & Extraordinary Items 125409 653551
Add/(Less): Exceptional Items - -
Add/(Less): Extraordinary Items (Loss on Sale of Fixed Assets) - -
Profit Before Tax 125409 653551
(Less): Provision for Tax (32293) (168290)
Add/(Less):Contingent provision for Standard Assets (8685) -
Net Profit/(Loss) after Tax 84431 485261
Income Tax Adjustments of Earlier Years - -
Surplus balance carried to Balance Sheet 84431 485261
(Less): Transfer to Statutory Reserve (16886) (97052)
Add/(Less): Brought forward from previous year (3155694) (3543903)
Balance carried to Balance Sheet (3088150) (3155694)

2. Performance

(a) Annual Financial Results

The total income of the Company during the Financial Year 2018-19 on a standalone basisis '. 6179444 as compared to ' 6781919 in the previous financial year. The totalexpense for the year under review is ' 6054035/- as compared to ' 6128368/- inprevious year.

(b) Annual Consolidated Financial Results

During the Year under review the Company does not have any subsidiaries jointventures and associate Companies therefore Consolidated Financial Statement is notrequired to be presented in the Annual Report 2018-19.

(c) Names of companies which have become or ceased to be its subsidiaries jointventures or associate companies during the year

As on March 31 2019 the Company does not have any subsidiaries joint ventures andassociate Companies.

Further In terms of Rule 8(5)(iv) of the Companies (Accounts) Rules 2014 thedisclosure on subsidiaries companies is made hereunder:

> The names of companies which have become its subsidiaries during the period underreview

None of the Companies have become Subsidiaries during the period under review.

> The names of companies which have ceased to be its subsidiaries during the periodunder review:

Name of the Company
1. Curlew Agriculture Ltd.
2. Curlew Floriculture Ltd.
3. Curlew Riverview Ltd.
4. Curlew Sunshine Ltd.
5. Curlew Highrise Ltd.
6. Curlew Projects Ltd.
7. Curlew Seaview Ltd.
8. Curlew Horticulture Ltd.
9. Curlew Moonview Ltd.
10. Curlew Builders Ltd.
11. Selvan Highrise Ltd.
12. Selvan Riverview Ltd.
13. Selvan Seaview Ltd.
14. Selvan Skyrise Ltd.
15. Selvan Sunshines Ltd.
16. Mdue Fashion Ltd.
17. Mdue infracon Ltd.
18. Mdue Industries Ltd.
19. Mdue Retail India Ltd.
20. Mdue Enterprises Ltd.

3. Dividend

During the year under review the Company has not recommended any dividend to theshareholders.

4. The amount proposed to be carried to reserves

The Company proposes to transfer ' 16886 to the Statutory Reserve maintained undersection 45 IA of the Reserve Bank of lndia Act 1934.

5. Change in Share Capital

During the year under review there has been no change in the Authorised or Paid-upShare Capital.

The Authorised Share Capital of the Company stands at ' 47000000/- divided into4700000 Equity Shares of ' 10 each. The Paid-up Share Capital of the Company is '42227030/- divided into 4222703 Equity Shares of ' 10/- each.

6. Listing

The equity shares of the Company listed on The Calcutta Stock Exchange Ltd. and BSELtd.

7. Corporate Governance Report

The Company has been voluntarily complying with all the requirements of the code ofCorporate Governance as specified by SEBI.

A separate report on Corporate Governance is voluntarily furnished as a part of theDirectors' Report and the certificate from a Practicing Company Secretary regardingcompliance of condition of Corporate Governance is annexed to the said Report.

8. Extract of the Annual Return

The Extract of the Annual Return as on the financial year ended on March 31 2019 inForm MGT-9 pursuant to section 92(3) of the Companies Act 2013 (hereinafter referred toas “the act”) and Rule 12(1) of the Companies (Management and Administration)Rules 2014 is appended to the Directors' Report in Annexure-I.

Further the Annual Return in Form MGT-7 for the F.Y. ended 31st March 2019 will beuploaded on the website of the Company i.e. http://www.kwalitycredit.com after the same isfiled with the Registrar of Companies.

9. Number of Meetings of the Board

The Board of Directors of the Company met six (6) times during the Financial Year underreview i.e. on: 23/04/2018 29/05/2018 15/06/2018 13/08/2018 14/11/2018 and11/02/2019.

Further one exclusive meeting of the Independent Directors pursuant to Schedule IV ofthe Companies Act 2013 and sub-regulation 3 of Regulation 25 of the of the Securities andExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 (hereinafter referred to as “the Listing Regulations”) was held on18/02/2019.

The Meetings were held in accordance with the provisions of the Act the ListingRegulations and Secretarial Standards issued by the ICSI.

The details of the Meetings of the Board of Directors during the Financial Year 2018-19is encompassed in the Corporate Governance Report which is annexed to the said Report.

10. Disclosure pursuant to Section 177(8) of the Companies Act 2013-Composition of theAudit Committee

The Audit Committee of the Company comprises of two Non-Executive Independent Directorand one Executive Non Independent Director as on March 31 2019.The Committee is chairedby a NonExecutive Independent Director Mr. Suresh Kumar Jain (DIN- 00705828).

The details of the same are morefully provided in the Corporate Governance Report.

During the Financial Year under review the Committee met four (4) times i.e.29/05/2018 13/08/2018 14/11/2018 and 11/02/2019 and all such meetings were held inaccordance with the provisions of the Act and the Listing Regulations and SecretarialStandards issued by the ICSI.

Further the Board of Directors has accepted all the recommendations of the AuditCommittee in the Financial Year 2018-19.

11. Composition of the Nomination and Remuneration Committee

The Nomination and Remuneration Committee of the Company comprises of threeNon-Executive Independent Directors as on March 312019.

The details of the Committee are provided in the Corporate Governance Report.

12. Composition of the Stakeholders Relationship Committee

The Share Transfer and Investors Grievance Committee consist of two Non-ExecutiveIndependent Director and one Executive Non-Independent Director.

The detail of the Committee is provided in the Corporate Governance Report.

13. Directors' Responsibility Statement

Pursuant to the provisions of Section 134(3)(c) read with section 134 (5) of the Actthe Directors hereby confirm and state that:

(a) In the preparation of Annual Accounts the applicable Accounting Standards havebeen followed along with the proper explanation relating to material departures if any.

(b) The Directors have selected such accounting policies and have applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company as on the Financial Yearended on March 312019 and of the profit of the company for the year under review.

(c) The Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities.

(d) The Directors have prepared the annual accounts on a going concern basis.

(e) The Directors have laid down internal financial controls to be followed by theCompany and such internal financial controls are adequate and were operating effectively.

(f) The Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

14. Declaration by the Independent Directors

Section 149(7) of the Act requires that every Independent Director to give adeclaration that he/she meets the criteria of Independence at the first Board Meeting ofevery financial year.

Accordingly the Company has taken on record the Statement of Declaration ofIndependence as submitted by all the Independent Directors.

15. Policy on Directors' Appointment & Remuneration

Pursuant to the provisions of Section 178(4) of the Act read with the Rules madethereunder and Listing Regulation 2015 the Nomination and Remuneration Committee hasformulated the criteria for determining qualifications positive attributes andindependence of a director and has further formulated a policy relating to theremuneration for Directors Key Managerial Personnel and other employees which has beenduly approved by the Board of Directors.

While formulating the Policy the Nomination and Remuneration Committee has assuredthat:

(a) The level and composition of remuneration is reasonable and sufficient to attractretain and motivate directors of the quality required to run the Company successfully;

(b) The relationship of remuneration to performance is clear and meets appropriatebenchmarks; and

(c) The remuneration to Directors Key Managerial Personnel and senior managementinvolves a balance between fixed and incentive pay reflecting short and long-termperformance objectives appropriate to the working of the Company and its goals.

The Nomination and Remuneration Policy is available on the website of the Company athttp://www.kwalitvcredit.com/nomination-&-remuneration-Policv.html.

16. Auditors & Auditors' report

(a) Statutory Auditors

Members of the Company at the 22nd Annual General Meeting (AGM) held on 29thSeptember 2014 approved the appointment of M/s Pachisia & Associates (FirmRegistration No. 327542E) Chartered Accountant of 783 Anandpur Kolkata-700107 as theStatutory Auditor of the Company for a term of five years from the conclusion of the 22ndAnnual General Meeting till the Conclusion of the 27th Annual General Meetingto be held in the Calendar year 2019.

Further the term of five years of M/s Pachisia & Associates (Firm Registration No.327542E) shall be completed at the ensuing 27th Annual General Meeting.Therefore it is necessary to re-appoint them as Statutory Auditor of the Company forfurther period of two years from the conclusion of 27th Annual General Meetingtill the conclusion of 29th Annual General Meeting to be held in the Calendaryear 2021.

Further M/s Pachisia & Associates. shown their willingness to act as statutoryAuditor of the Company for further two years subject to the approval of members in theensuing Annual General Meeting.

The Company has received confirmation from M/s Pachisia & Associates in terms ofsection 139 of the Act to the effect that it continues to satisfy the criteria providedin section 141 of the Companies Act 2013 and that it's appointment is within the limitsprescribed in the said section.

(b) Independent Auditors' Report

The Self Explanatory Independent Auditors' Report does not contain any adverse remarksor qualification.

(c) Secretarial Auditor

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 the Board of Directors has appointedMr. Amit Jajodia Company Secretary in Practice (Certificate of Practice Number 14303Membership No. 37613) Company Secretary in Whole-time Practice to undertake theSecretarial Audit of the Company for Financial Year 2018-19.

(d) Secretarial Audit Report

The Secretarial Audit Report is appended to the Directors' Report in Annexure-II.The Report of the Secretarial Audit Report does not contain any adverse remark except thefollowing:-

1. Company has not appointed Company Secretary as per the provision of section 203 ofthe Companies Act 2013

2. In terms of Rule 25A of The Companies (Incorporation) Rules 2014 every company isrequired to file e-form INC- 22A Active (Active Company Tagging Identities andVerification). Hence the Company has not filed said form.

3. BSE has imposed penalty for non compliance of Regulation 6(1) of the SEBI(LODR)Regulations 2015 pertaining to appointment of Company Secretary.

Board of Directors' Comment:-

1. The Company had advertised in the newspaper to appoint a Company Secretary but havenot received any positive response for the same.

2. After the appointment of Company Secretary e-form INC- 22A Active (Active CompanyTagging Identities and Verification) will be filed.

3. The Company will request the BSE Ltd. for waiving of the penalty.

17. Particulars of Loans guarantees or investments under section 186

The provisions of section 186 of the Act are not applicable upon a Non-BankingFinancial Company. Therefore the Company is not required to provide any disclosurepursuant to Section 134(3)(g) of the Act.

18. Particulars of contracts or arrangements with related parties referred to insub-section (1) of section 188 in the prescribed form

All related party transactions contracts or arrangements that were entered intoduring the financial year under review were on an arms-length basis and in the ordinarycourse of business.

The Company has adhered to its “Policy on Related Party Transactions andMateriality of Related Party Transactions” while pursuing all Related Partytransactions. The policy on Related Party Transactions as approved by the Board isuploaded on the Company's website.

Further during the year the Company had not entered into any contract/ arrangement /transaction with related parties which could be considered material in accordance with thepolicy of the Company on materiality of related party transactions.

19. State of Company Affairs & Future Outlook

The total income of the Company during the Financial Year 2018-19 on a standalone basisis ' 6179444 as compared to ' 6781919 in the previous financial year. The totalexpense for the year under review is ' 6054035/- as compared to ' 6128368/- inprevious year.

20. Material Changes and commitments if any affecting the financial position of theCompany which have occurred between the end of the financial year of the company to whichthe financial statements relate and the date of the report

No material changes and commitments affecting the financial position of the Companyhave occurred between the end of the financial year of the company to which the financialstatements relate and the date of this Directors' Report.

21. Disclosure in terms of Rule 8(3) of the Companies (Accounts) Rules 2014 regardingConservation of Energy Technology Absorption Foreign Exchange Earnings And Outgo

In terms of Section 134(3)(m) of the Act read with the Rules made there under theCompany has no activity relating to Conservation of Energy Technology Absorption.

Further during the year there was no Foreign Exchange Earnings and Outgo.

Therefore the Company is not required to make any disclosure as specified in Section134 (3) (m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules 2014.

22. Risk Management Policy

In terms of compliance with Section 134(3)(n) of the Act the Company has a RiskManagement Policy which provides for the identification therein of elements of risk whichin the opinion of the Board may threaten the existence of the Company.

Pursuant to Schedule IV(II)(4) of the Act the Independent Directors inter-aliaamongst others review the system from time to time to ensure that Risk Management isrobust and satisfactory.

Further in terms of Regulation 17(9)(b) of Listing Regulations the Board of Directorsis responsible for framing implementing and monitoring the Risk Management Plan of theCompany and has have delegated the power of monitoring and reviewing of the riskmanagement plan to the Risk Management Committee.

The Risk Management Committee is responsible for laying down procedures to inform Boardmembers about the risk assessment and minimization procedures. This is described morefullyin the Corporate Governance Report.

23. Policy on Corporate Social Responsibility (CSR) Initiatives

Pursuant to provisions of Section 135 of the Act the Company is not required toconstitute a Corporate Social Responsibility Committee or to undertake any CSR activities.

Therefore the Company is not required to make any disclosure as specified in Section134(3) (o) of the Act

24. Manner of formal annual evaluation by the Board of its own performance and that ofits committees and individual directors

Pursuant to Section 134(3)(p) of the Act read with Rule 8(4) of the Companies(Accounts) Rules 2014 other applicable provisions of the Act and various applicableclauses of the Listing Regulations the disclosure regarding the manner of formal annualevaluation by the Board of its own performance and that of its various committees andindividual directors is provided hereto:

(a) Evaluation Criteria

Pursuant to Part D of Schedule II of the Listing Regulations the Nomination andRemuneration Committee has formulated the criteria for evaluation of the performance ofthe Independent Directors and the Board. The Nomination and Remuneration Committee alsoidentifies persons qualified to become directors and who may be appointed in seniormanagement in accordance with the criteria laid down and recommends to the Board theirappointment and removal and carries out the evaluation of every director's performance inaccordance with Section 178(2) of the Act read with the Rules framed there under and PartD of Schedule II of the Listing Regulations.

The Board shall monitor & review the Board Evaluation Framework and evaluate theperformance of all the Board Committees.

Further the Nomination and Remuneration Committee has formulated criteria fordetermining qualifications positive attributes and independence of a director andrecommended to the Board a policy relating to the remuneration of the directors keymanagerial personnel and other employees. The details of the same are morefully describedin the Corporate Governance Report.

Further the Nomination and Remuneration Committee has also devised a Policy on BoardDiversity in accordance with Regulation 19(4) of the Listing Regulations.

(b) Performance Evaluation of the individual directors

Pursuant to section 178(2) of the Act the Nomination and Remuneration Committee of theCompany carries out the performance evaluation of the individual directors.

(c) Board of Directors

A separate meeting of the Independent Directors of the Company was held on 18/02/2019pursuant to Clause VII of Schedule IV to the Act and Regulation 25 of the SecuritiesExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015(hereinafter “Listing Regulation(s)”) for transacting the following businessesas set forth in the Agenda:

1. Review the performance of the non-independent directors and the Board as a whole.

2. Review the performance of the Chairman of the Company taking into account the viewsof the executive directors and non-executive directors.

3. Assessment of the quality quantity and timeliness of flow of information betweenthe company management and the Board that is necessary for the Board to effectively andreasonably perform their duties.

The same was perused in accordance with the Evaluation criteria determined by theNomination and Remuneration Committee.

The Independent Directors of the Company in fulfilling their role and functions asspecified in Clause II of Schedule IV to the Act help in bringing an objective view inthe evaluation of the performance of the Board and management.

The Independent Directors expressed satisfaction over the performance of all thenon-independent Directors and the Chairman.

(d) Performance Evaluation of the Independent Directors

Pursuant to Clause VIII of Schedule IV to the Act and Regulation 19 of the ListingRegulations read with Part D of Schedule II thereto the performance evaluation of theIndependent Directors is perused by the entire Board of Directors excluding the directorbeing evaluated.

On the basis of the report of performance evaluation the extension of the term ofappointment or its continuance in respect of the independent directors is beingconsidered.

(e) Performance Evaluation of the Committee

The Board of Directors evaluates the performance of all the Board Committees based onthe Company's Performance Evaluation Policy.

25. Nomination and Remuneration Policy

Based on the recommendation of the Nomination and Remuneration Committee the Board ofDirectors have adopted a Nomination and Remuneration Policy in terms of Section 178 of theAct read with Rules made thereunder and read with Part D of Schedule II of the ListingObligations as amended from time to time.

The Nomination and Remuneration Policy is available on the website of the Company athttp://www.kwalitvcredit.com/nomination-&-remuneration-Policv.html.

26. Board Diversity policy

The Company acknowledges and embraces the benefits of having a diverse board foreffective decision making and views diversity at the board level as an important elementin strong corporate governance. Diversity encompasses diversity of perspectiveexperience background gender age ethnicity and geographic background psychologicaltype and personal attributes. Appointments to the Board are made in the context ofcomplementing and expanding the skills knowledge and experience of the Board as a whole.

The Board has adopted the Board Diversity Policy which sets out the approach todiversity of Board of Directors.

The Board Diversity Policy is available on the website of the Company athttp://www.kwalitycredit.com/board-diversity-policy.html.

27. Change in the nature of business

There has been no change in the nature of business of the Company in the Financial Yearunder review.

28. Directors & Key Managerial Personnel

(a) Non-Executive & Executive Directors - Non-Independent

Mr. Bhagwan Das Soni (DIN- 02308414) being Executive Director of the Company retiresat the ensuing Annual General Meeting and being eligible offers himself forre-appointment as the Managing Director without any variation in the terms of hisappointment.

(b) Independent Directors

The Independent Directors of the Company viz: Mr. Amu Thapa (DIN- 00674928) and Mr.Suresh Kumar Jain ( DIN- 00705828) were appointed for a term of five consecutive yearscommencing from the conclusion of 22nd Annual General Meeting (AGM) till theconclusion of 27th AGM to be held in the calendar year 2019. In terms of theprovisions of Section 149(10) of the Act it is proposed to appoint them for a furtherperiod of five years. The Board is of the view that the continued association of Mr. AmuThapa (DIN- 00674928) and Mr. Suresh Kumar Jain (DIN- 00705828) will benefit the Companygiven their knowledge experience and contribution to Board processes.

Further Ms. Babita Shah was appointed as a non-retiring Independent Director of theCompany to hold office for a period of five consecutive years from the conclusion of the25th AGM till the conclusion of 30th Annual General Meeting or tillsuch earlier date to conform with the policy on retirement and as may be determined by anyapplicable statutes rules regulations or guidelines.

(c) Chief Financial Officer

Mr. Subrata Dutta is the Chief Financial Officer of the Company.

(d) Compliance Officer

Mr. Bhagwan Das Soni is the Compliance Officer of the Company.

29. Details relating to deposits covered under Chapter V of the Act

The Company has neither accepted any deposits during the financial year under reviewnor has any outstanding deposits as on March 312019.

30. Details of significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and the Company's future operations

No significant and material orders have been passed by the regulators or courts ortribunals impacting the going concern status and the Company's future operations.

Further the Registered office of the Company has been shifted from 27 Weston Street5th Floor Room No 526 Kolkata - 700 012 to 7 Lyons Range 3rdFloor Room No. 9 & 10 Kolkata - 700 001 with effect from 18th June 2018

31. Details in respect of adequacy of internal financial controls with reference to theFinancial Statements

The Audit Committee of the Company ensures that there is a direct relationship betweenthe Company's objectives and the internal financial controls it implements to providereasonable assurance about their achievement.

In this connection the Audit Committee in coordination with the Internal AuditDepartment periodically reviews the following:

(a) Transactions are executed in accordance with the management's general or specificauthorization;

(b) All transactions are promptly recorded in the correct amount in the appropriateaccounts and in the accounting period in which they are executed so as to permitpreparation of financial information within a framework of recognized accounting policiesand practices and relevant statutory requirements if any;

(c) Accountability of assets is adequately maintained and assets are safeguarded fromunauthorized access use or disposition.

There is a proper allocation of functional responsibilities within the Company and itis ensured that the quality of personnel commensurate with their responsibilities andduties. Further proper accounting and operating procedures are followed to confirm theaccuracy and reliability of accounting data efficiency in operation and safety of theassets. The regular review of work of one individual by another minimizes the possibilityof fraud or error in the absence of collusion.

32. Disclosure pursuant to Rule 5 of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014

The Company has no employee whose remuneration exceeds the limit prescribed underSection 197 of the Act read with Rule 5(2) of The Companies (Appointment and Remunerationof Managerial Personnel) Rules 2014.

The disclosure pursuant to Rule 5(1) of The Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 is provided herein below:

In computing the various parameters Gross Salary has been considered. Gross Salary ofthe employees primarily encompasses Salary allowances and perquisites.

I. Ratio of Remuneration of each director to the median remuneration of the employeesof the company for the financial year.

Directors Ratio of Remuneration to Median Remuneration
Mr. Bhagwan Das Soni - Executive Non- Independent Managing Director. 2.78
Mr. Amu Thapa - Non-Executive Independent Director. No remuneration or sitting fees was paid
Mr. Suresh Kumar Jain - Non executive Independent Director. No remuneration or sitting fees was paid
Ms.Babita Shah - Non-Executive Independent Director. No remuneration or sitting fees was paid.

II. The percentage increase in the remuneration of each Director Chief FinancialOfficer Chief Executive Officer Company Secretary or Manager if any in the financialyear.

Directors Chief Executive Officer Chief Financial Officer and Company Secretary % increase in remuneration in the Financial Year
Mr. Bhagwan Das Soni - Executive NonIndependent Managing Director. No increase in remuneration
Mr. Amu Thapa - Non-Executive Independent Director. No remuneration or sitting fees was paid
Mr. Suresh Kumar Jain - Non executive Independent Director. No remuneration or sitting fees was paid
Ms. Babita Shah - Non-Executive Independent Director. No remuneration or sitting fees was paid
Mr. Subrata Dutta - Chief Financial Officer No increase in remuneration

III. The percentage increase in the median remuneration of the employees in thefinancial year.

There was no increase in the median remuneration of the employees in the reportingfinancial year.

IV. The number of permanent employees on the rolls of the company.

As on March 312019 there are 9 Employees on the rolls of the Company.

A. Average percentile increase already made in the salaries of employees other than themanagerial personnel in the last financial year.

There was no such increase in the salaries of the employees

in the last financial year

B. Whether there are any exceptional circumstances for increase in the managerialremuneration.

There were no exceptional circumstances or increase for managerial personnel in thelast financial year. The percentile increase process and policy was same for themanagerial personnel and all the other employees.

C. Comparison of the each remuneration of the Key Managerial Personnel against theperformance of the company.

Comparative Parameter Bhagwan Das Soni -Executive Non-Independent Managing Director Subrata Dutta - Chief Financial Officer
Remuneration of the Key Managerial Personnel (KMP) in the Financial Year 2017-18. 300000 78000
Total Revenue 6179444 6179444
Remuneration of KMP's as a percentage of Total Revenue 4.85% 1.26%
Profit before tax 125409 125409
Remuneration of KMP's as a percentage of Profit before Tax 239.22% 62.20%
Profit after tax 84431 84431
Remuneration of KMP's as a percentage of Profit after Tax 355.32 92.38%

D. The key parameters for any variable component of remuneration availed by thedirectors.

The Variable Components of Remuneration broadly comprises of - Performance basedpromotion and bonus.

The same shall also depend upon various factors including: their grade industry benchmark overall business performance.

Further in determining the director's remuneration their performance evaluation asduly carried out by the Board and/or Independent Directors shall also be given dueweightage.

Any annual increase in the remuneration of the Directors Key Managerial Personnel andSenior Management Personnel shall be at the sole discretion of the Board based on therecommendation of the Nomination and Remuneration Committee and subject to such statutoryapprovals if any.

E. The ratio of the remuneration of the highest paid director to that of the employeeswho are not directors but receive remuneration in excess of the highest paid directorduring the year.

None of the employees' remuneration is more than that of the highest paid director forthe Financial Year under review.

F. Affirmation that the remuneration is as per the remuneration policy of the company.

The Board of Directors hereby affirms that the remuneration paid to all directors KeyManagerial Personnel is in accordance with the Nomination and Remuneration Policy of theCompany.

G. The disclosure pursuant to Rule 5(2) & 5 (3) of The Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 is provided herein below

Details of the top employee in terms of remuneration drawn:

Name of the Employees Designation Remuneration per month Nature of Employment Qualification Age of the employee % of equity shares held by the employees in the Company within the meaning of Rule 5 (2)(iii) of the Companies (Appointment and Remuneration Of Managerial Personnel) Rules 2014
Bhagwan Das Soni Managing Director 25000 Accounts Graduate 54 -
Subrata Dutta CFO 6500 Accounts Graduate 27

33. Vigil Mechanism/Whistle Blower Policy

The Vigil Mechanism/Whistle Blower Policy of the Company is aimed to provide avigilance mechanism for the directors and employees of the Company to raise concern of anyviolations of legal or regulatory requirements incorrect or misrepresentation of anyfinancial statements and reports etc. The purpose of this Policy is to encourage theCompany's directors and employees who have concerns about suspected misconduct to comeforward and express these concerns without fear of punishment or unfair treatment.

No personnel have been denied access to the Audit Committee. There were no instances ofreporting under the Whistle Blower Policy.

The details of the Vigil Mechanism/Whistle Blower Policy is explained in the CorporateGovernance Report and also disclosed on the website of the Company.

34. Insider Trading

The Company has put in place following Codes pursuant to the SEBI (Prohibition ofInsider Trading) Regulations 2015:

(a) Code of Practices and Procedures for Fair Disclosure of Unpublished Price SensitiveInformation.

(b) Code of Conduct to Regulate Monitor and Report Trading.

The aforesaid Codes have been disclosed on the website of the Company.

35. Transfer of amount to Investor Education and Protection Fund (IEPF)

The Company has not declared any dividend in any of the previous years.

Further question of transferring the unclaimed dividend amounts to the InvestorEducation and Protection Fund (IEPF) does not arise.

There is no amount pending for transfer to the Investor Education and Protection Fundin accordance to the provisions of Section 125 of the Companies Act 2013 and 205A(5) and205C of the erstwhile Companies Act 1956.

36. Prudential Norms for NBFC'S

The Company has been complying with all the requisite norms prescribed by the ReserveBank of India for income recognition accounting standards capital adequacy creditrating provisioning and all other requirements applicable for Non-Deposit TakingNon-Systematically Important NBFCs.

37. Frauds reported by auditors under sub-section (12) of section 143 other than thosewhich are reportable to the Central Government

Pursuant to the provisions of the Act no fraud was reported by auditors of the Companyduring the financial year ended 31st March 2019.

38. Green Initiative

To support the ‘Green Initiative' in the Corporate Governance taken by theMinistry of Corporate Affairs to contribute towards greener environment and to receiveall documents notices including Annual Reports and other communications of the Companyinvestors should register their e-mail addresses with M/s. CB Management Services (P)Ltd. if shares are held in physical mode or with their DP if the holding is inelectronic mode.

Electronic Copies of the Annual Report and Notice of the Annual General Meeting aresent to all members whose e-mail addresses are registered with the Company/DepositoryParticipant(s).For members who have not registered their email address physical copies ofthe Annual Report and Notice of the Annual General Meeting are sent in the permitted mode.Members requiring physical copies can send their request to Mr. Bhagwan Das SoniExecutive Non-independent Managing Director (DIN: 02308414).

The Company is providing remote e-voting facility to all the members to enable them tocast their votes electronically on all the resolutions set forth in the Notice pursuant toSection 108 of the Act read with Rule 20 of the Company's (Management and Administration)Rules 2014 and the applicable provision(s) of the Listing Regulations.

39. Compliance to the Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013 read with the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Rules 2013

The Company is committed to the protection of women against sexual harassment. Theright to work with dignity is universally recognized human rights by internationalconventions and instruments such as Convention on the Elimination of all Forms ofDiscrimination against Women.

In adherence to the provisions of the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 read with the Sexual Harassment ofWomen at Workplace (Prevention Prohibition and Redressal) Rules 2013 the Company hasconstituted an Internal Complaints Committee to look into the matters relating to sexualharassment at workplace.

Ms. Babita Shah (DIN- 07771685) Non-Executive Independent Woman Director is thePresiding Officer of the Committee.

In the event of any sexual harassment at workplace any woman employee of the Companymay lodge complaint to Ms. Babita Shah (DIN- 07771685) in writing or electronicallythrough e-mail at: kwalitycredit50@yahoo.com.

During the period under review no complaints pertaining to sexual harassment of womenat workplace were received by the Company. Accordingly in terms of section 22 of theSexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act2013 a summary thereof is as under:

Particulars No. of Complaints
Number of complaints pending at the beginning of the year Nil
Number of complaints received during the year Nil
Number of complaints disposed off during the year Nil
Number of cases pending at end of the year Nil

40. Mandatory update of PAN and Bank details against shareholding and transfer ofshares compulsorily in Demat mode with effect from 1st April 2019.

SEBI has amended relevant provisions of the Listing Regulations to debar listedcompanies from accepting request for transfer of securities which are held in physicalform with effect from April 1 2019. The shareholders who continue to hold shares andother types of securities of listed companies in physical form even after this date willnot be able to lodge the shares with company / it's RTA for further transfer. They willneed to convert them to demat form compulsorily if they wish to effect any transfer. Onlythe requests for transmission and transposition of securities in physical form will beaccepted by the listed companies / their RTAs. All shareholders holding shares in physicalform have been duly notified of the same by Postal mode of communication and have beenprovided with the requisite form for furnishing PAN and Bank details. Further twosubsequent reminders thereof have also been sent to the shareholders.

41. Management's Discussion and Analysis Report

In accordance with the provision of Regulation 34 of Listing Regulations theManagement's Discussion and Analysis Report forms part of this Annual Report.

42. Maintenance of Cost Records

The maintenance of cost records as specified by the Central Government undersub-section (1) of section 148 of the in terms of Section 134 of the Act read with theRules made thereunder .

43. Acknowledgement

The Directors wish to place on record their gratitude for the valuable guidance andsupport rendered by the Government of India various State Government departmentsFinancial Institutions Banks and stakeholders including but not limited toshareholders customers and suppliers among others. We place on record our appreciationof the contribution made by our employees at all levels.

The Directors look forward to the continued support of all the stakeholders in thefuture and appreciate and value the contribution made by every member of the Company.

Place : Kolkata On Behalf of the Board of Directors
Dated : 23.08.2019 For Kwality Credit & Leasing Ltd.
Amu Thapa
Chairman
DIN:00674928

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