Jindal Capital Ltd Directors Report.

To,

The Members of JINDAL CAPITAL LIMITED

Delhi

Your Directors have pleasure in presenting the 26thBoards Report together with the Audited Statement of Accounts ofM/s Jindal Capital Limited for the financial year ended on 31st March, 2020.

1. FINANCIAL RESULTS:

Particulars 2019-20 Current Year 2018-19 Previous Year
Operating Profit before Depreciation (7.34) 14.14
Less: Depreciation 3.91 3.69
Profit/(loss) before tax (11.25) 10.44
Less: Provision for Tax (0.42) 6.21
Net Profit/(loss) for the year (10.84) 4.23
Prior Period adjustments 0.00 0.00
Surplus profit brought down from PY 29.99 24.70
Surplus available (10.84) 4.23
Transfer to Statutory Reserve Fund 0.00 1.05
Surplus profit carried to B/S 19.15 29.98

2. OPERATIONAL REVIEW;

The performance of the Company during the year under consideration was satisfactory. During the year under review your Companys Total Revenue has of Rs. 1216.16 Lac in comparison to Rs.1120.65 Lac in the previous financial year. Company has incurred a loss of Rs.10.84 Lac in year under review against profit after tax of Rs. 4.23 Lac in previous financial year.

3. DIVIDEND;

In order to conserve the resources of the Company and considering the business plan of the Company, the Board of Directors do not recommend any dividend on the Equity Shares of the Company for the Financial Year ended on March 31, 2020.

4. TRANSFER TO RESERVES IN TERMS OF SECTION 134 (31 (J) OF THE COMPANIES ACT, 2013

For the financial year ended 31st March, 2020, the Company is not proposed to carry any amount to General Reserve Account.

As required under Section 45IC of the Reserve Bank of India Act, 1934, 20% of the profits are required to be transferred to a Special Reserve Account. the Company is not proposed to carry any amount to said Reserve.

5. SHARE CAPITAL;

The Authorized Share Capital of the Company is Rs. 7,25,00,000 comprising 7250000 Equity Shares of Rs. 10 each. The Issued, Subscribed and Paid-up Equity Share Capital of the Company is Rs. 7,20,81,000/- 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 also emerging as an integral part of Indian Financial System and have commendable contributions towards Governments agenda of financial Inclusion. They have been to some extent successful in filling the gap in offering credit to retail customers in underserved 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 vibrant, competitive and dynamic financial system in Indian money market. The success factors of their business has been by making the most of their ability to contain risk, adapt to changes and tap demand in markets that are likely to be avoided by the bigger players. Thus, the need for uniform practices and level playing field for NBFCs in India is indispensable.

7. CORPORATE SOCIAL RESPONSIBILITY;

Even though the provisions of Companies Act, 2013 regarding Corporate Social Responsibility are not attracted to the company yet the Company has been over the years, pursuing as part of its corporate philosophy, an unwritten CSR policy voluntarily which goes much beyond mere philanthropic gestures and integrates interest, welfare and aspirations of the community with those of the Company itself in an environment of partnership for inclusive development.

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

The Covid-19 pandemic has severely disrupted business operations due to nation-wide lockdown and other emergency measures imposed by the Central & State Government. The Company continues with its operations in a phased manner in line with the directives from Central & State Government and local authorities. However the market is 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 the Company together with a certificate from the auditors confirming its compliance, forms a part of this Annual Report,as per SEBI Regulations. Further, as per Regulation 34 read with

Schedule V of the Listing Regulations, a Management Discussion and Analysis report is annexed to this report.

10. BUSINESS RISK MANAGEMENT:

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

Therefore, in accordance with Regulation 21 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015) the Board members were informed about risk assessment and minimization procedures after which the Board formally adopted steps for framing, implementing and monitoring the risk management plan for the company.

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

In todays challenging and competitive environment, strategies for mitigating inherent risks in accomplishing the growth plans of the Company are imperative. The common risks inter alia are: Regulations, competition, Business risk, Technology obsolescence, Investments, retention of talent and expansion of facilities.

Business risk, inter-alia, further includes financial risk, political risk, fidelity risk, legal risk.

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

11. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY:

The Companys internal control system and procedures are commensurate with the size of operation and are adequate to ensure safeguarding its assets and resources against loss, unauthorized use or disposition, compliance with the statutes and regulatory policies and framework and all transactions are authorized, recorded and reported correctly. The Internal Audit department evaluates the functioning and quality of internal control and provides assurance of periodic reporting. The Audit Committee reviews the Internal Audit Reports and the adequacy on regular basis which also acts as a tool for minimizing any possible risks in the operations of the Company.

12. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

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

13. VIGIL MECHANISM / WHISTLE BLOWER POLICY;

In order to ensure that the activities of the Company and its employees are conducted in a fair and transparent manner by adoption of highest standards of professionalism, honesty, 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 of company.

14. DIRECTORS & COMMITTEES;

At the 25th Annual General Meeting of the company held on 30th September, 2019 the Company had appointed the existing independent directors Shri. Vijay Gupta (DIN; 00550656) and Shri. Rohit Gupta (DIN; 08448432) as Independent directors under the Companies Act, 2013 for 5 consecutive years for a term upto the conclusion of the 30th Annual General Meeting.

In accordance with the provisions of Companies Act, 2013 Mr. Pawan Kumar Jindal (DIN; 00524690), Executive Director retires by rotation and being eligible offers himself for re-appointment.

14.1 BOARD EVALUATION;

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out annual performance evaluation of its own performance, the directors individually as well the evaluation of the working of its Audit, Nomination & Remuneration and Stakeholder committee. The manner in which the evaluation has been carried out has been explained in Corporate 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, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report.

14.3 MEETINGS OF THE BOARD OF DIRECTORS

During the Financial Year 2019-20, the Company held 6 (Six) ofthe Board of Directors as per Section 173 of Companies Act, 2013 which is summarized below. The provisions of Companies Act, 2013 and (Listing Obligations and Disclosure Requirements) Regulations, 2015) were adhered to while considering the time gap between two meetings.

S. No. Date of Meeting Board Strength No. of Directors Present
1. 25.04.2019 03 03
2. 30.05.2019 04 04
3. 13.08.2019 04 04
4. 28.08.2019 04 04
5. 14.11.2019 04 04
6. 14.02.2020 04 04

14.4 AUDIT COMMITTEE

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

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 Committee comprising 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 RelationshipCommittee comprising of 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 ManagementCommittee comprising of the following 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 the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013:

a) that in the preparation of the annual financial statements for the year ended March 31, 2020, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) that such accounting policies as mentioned in Notes to the Financial Statements have been selected and applied consistently and judgment and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2020 and of the profit of the Company for the year ended on that date;

c) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013

for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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 financial controls were adequate and were operating effectively.

f) that systems to ensure compliance with the provisions of all applicable laws were in place 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 was no 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. DETAIL OF FRAUD AS PER AUDITORS REPORT

There is no fraud in the Company during the Financial Year ended 31st March, 2020. This is also being supported by the report of the auditors of the Company as no fraud has been reported in their audit report for the Financial Year ended 31st March, 2020.

19. AUDITORS:

19.1 STATUTORY AUDITORS

Pursuant to the provisions of Section 139(2) of the Act and the rules made thereunder, the Members at their Twenty Third AGM held on September 29, 2017, had appointed M/s Rajendra Khadria & Associates, Chartered Accountants (Firm registration number 007069N) as the Statutory Auditors of the Company for a term of five consecutive years from the conclusion of the 26th Annual General Meeting of the Company scheduled to be held on September 30, 2020, till the conclusion of the 28th Annual General Meeting to 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 any qualification. The Notes to the Accounts referred to in the Auditors Report are selfexplanatory and therefore do not call for any further clarifications under Section 134(3)(f) of the Act.

Further the Auditors Report for the financial year ended, 31st March, 2020 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 Directors had appointed M/s Deepak Sharma & Associates. (CP No.:6898, FCS: 6309), a proprietorship firm of Company Secretaries in Practice, to undertake the Secretarial Audit of the Company for the Financial Year ended on March 31, 2020. The Secretarial Audit Report, in the prescribed Form No. MR-3 is attached herewith as ‘Annexure: 1.

There are no qualifications, reservations or adverse remarks or disclaimers made by M/s. Deepak Sharma & Associates. (CP No.:6898, FCS: 6309), in their Audit Report dated May 30, 2020 on the Secretarial and other related records of the Company for Financial Year 2019-20.

19.3 INTERNAL AUDITORS

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

20. BOARDS COMMENTS ON QUALIFICATION, RESERVATION & ADVERSE REMARKS OR DISCLAIMER MADE BY:

Statutory Auditors

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

Cost Auditors

Pursuant to section 148 (3) of the Companies Act, 2013 and rule 6(2) of the 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 the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, 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 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company is as follows:

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

The particulars of the employees who are covered by the provisions contained in Rule 5(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 with remuneration policy adopted by the company.

23. CASH FLOW AND FINANCIAL STATEMENTS

As required under the regulation 34 of the Listing Regulations, a cash flow statement is part of the Annual Report 2019-2020. Further, the Financial Statements of the Company for the financial year 2019-2020 are prepared in compliance with the applicable provisions of the Act, Indian Accounting Standards and as prescribed by Listing Regulations. The said Financial Statements have been prepared on the basis of the audited financial statements of the Company.

24. RELATED PARTY TRANSACTIONS;

All transactions entered into with Related Parties during the financial year were in the ordinary course of business and on an arms length pricing basis and do not attract the provisions of Section 188 of the Companies Act, 2013. There were no materially significant transactions with related parties during the financial year which were in conflict with the interest of the Company. Suitable disclosure as required by the Accounting 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 Board for approval.

The policy on Related Party Transactions as approved by the Board is uploaded on the Companys website. None of the Directors has any pecuniary relationships or transactions vis-a-vis the Company.

25. 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 future operations.

26. LOANS, GUARANTEES AND INVESTMENTS;

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

27. DIRECTORS and KMP;

During the current financial year following change has been accrued in Key ManagerialPersonnel of the Company.

S. Name of KMP No. Designation Date of Appointment Date of Cessation Reason of Cessation
1. Ms. Madhu Tyagi Company Secretary 30.04.2019 Due to personal Reason
2. Mr. Rohit Gupta Independent Director 30.05.2019 - -
3. Ms. Chhavi Kochhar Company Secretary 01.09.2019 - -

28. DEPOSITS;

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

29. 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) of the Companies Act, 2013 on 30th September, 2019 for a term of 5 consecutive years on the Board of the Company.

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

30. REMUNERATION POLICY

30.1 REMUNERATION TO EXECUTIVE DIRECTORS

The remuneration paid to Executive Directors is recommended by the Nomination and Remuneration Committee and approved by Board at the Board meeting and Shareholders at the Annual General Meeting held on 30.09.2015. The remuneration is decided after considering various factors such as qualification, experience, performance, responsibilities shouldered, industry standards as well as financial position of the Company.

30.2 REMUNERATION TO NON EXECUTIVE DIRECTORS

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

31. RATIO OF REMUNERATION TO EACH DIRECTOR;

Mr. Pawan Kumar Jindal, Managing Director of the Company is being paid Rs. 25000 p.m. as Managerial Remuneration.

32. PERFORMANCE EVALUATION

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

33. 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 and members of the Senior Management of the Company. Additionally all independent directors of the company shall be bound by duties of independent directors as set out in the Companies Act, 2013 read with the Schedules and Rules thereunder.

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

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

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

35. REGULATORY ACTION

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

36. ACKNOWLEDGEMENTS;

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

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

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

37. CAUTIONARY STATEMENT:

The statements contained in the Boards Report and Management Discussion and Analysis contain certain statements relating to the future and therefore are forward looking within the meaning of applicable securities, laws and regulations.

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

For and on behalf of the Board of Directors

Sarita Aggarwal Pawan Kumar Jindal
Director Managing Director
DIN: 00524884 DIN:00524690
Place: Delhi
Date: June 30, 2020