kwality credit leasing ltd share price Directors report

Dear Members,

The Directors have pleasure in presenting the 29^th Annual Report of the Company together with Audited Accounts for the year ended March 31, 2021.

1. Financial Summary or Highlights

	Standalone
Particulars	2020-21	2019-20
Total Revenue	25,06,786	30,44,552
(Less):Total Expenditure	(72,82,009)	(60,78,445)
Profit(Loss) before Exceptional & Extraordinary Items	(47,75,223)	(30,33,893)
Profit/(Loss) Before Tax	(47,75,223)	(30,33,893)
(Less): Provision for Tax	-	-
Add/(Less):Contingent provision for Standard Assets	-	-
Net Profit/(Loss) after Tax	(47,75,223)	(30,33,893)
Income Tax Adjustments of Earlier Years	(1,48,548)	-
Surplus balance carried to Balance Sheet	(49,23,771)	(30,33,893)
(Less): Transfer to Statutory Reserve	-	-
Add/(Less): Brought forward from previous year	(61,22,042)	(30,88,149)
Balance carried to Balance Sheet	(1,10,45,812)	(61,22,042)

2. Performance

The total income of the Company during the Financial Year 2020-21 on a standalone basis is Rs.25,06,786/- as compared to Rs. 30,44,552/- in the previous financial year. The total expense for the year under review is Rs.74,30,557/- as compared to Rs. 60,78,445/- in previous year.

3. Dividend

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

4. The amount proposed to be carried to reserves

Since there is loss therefore no amount will be transferred to the Statutory Reserve maintained under section 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-up Share Capital.

The Authorised Share Capital of the Company stands at Rs. 4,70,00,000/- divided into 47,00,000 Equity Shares of Rs. 10 each. The Paid-up Share Capital of the Company is Rs. 4,22,27,030/- divided into 42,22,703 Equity Shares of Rs. 10/- each.

6. Listing

The Company’s shares are listed on the Calcutta Stock Exchange Limited and BSE Ltd. The Company has been suspended from trading due to non-payment of Annual Listing Fees.

7. Corporate Governance Report

The Company has been voluntarily complying with all the requirements of the code of Corporate Governance, as specified by SEBI as far as possible.

A separate report on Corporate Governance is voluntarily furnished as a part of the Directors’ Report regarding compliance of condition of Corporate Governance is annexed to the said Report.

8. Extract of the Annual Return

In accordance with the Companies Act, 2013 ("the Act"), the Annual Return in the prescribed format is uploaded on the website of the Company and can be viewed via the link: www.kwalitycredit.com

9. Number of Meetings of the Board

The Board of Directors of the Company met six (6) times during the Financial Year under review, i.e. on: 23/05/2020, 30/07/2020, 01/09/2020, 14/09/2020, 10/11/2020 and 12/02/2021.

Further, one exclusive meeting of the Independent Directors, pursuant to Schedule IV of the Companies Act, 2013 and sub-regulation 3 of Regulation 25 of the of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as "the Listing Regulations") was held on 15/02/2021.

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

The details of the Meetings of the Board of Directors during the Financial Year 2020-21 is 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 the Audit Committee

The Audit Committee of the Company comprises of two Non-Executive Independent Director and one Executive Non Independent Director as on March 31, 2021.The Committee is chaired by a Non-Executive 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 Six (6) times i.e. 23/05/2020, 30/07/2020, 01/09/2020, 14/09/2020, 10/11/2020 and 12/02/2021 and all such meetings were held in accordance with the provisions of the Act and the Listing Regulations and Secretarial Standards issued by the ICSI.

Further, the Board of Directors has accepted all the recommendations of the Audit Committee in the Financial Year 2020-21.

11. Composition of the Nomination and Remuneration Committee

The Nomination and Remuneration Committee of the Company comprises of Three Non-Executive Independent Directors as on March 31, 2021.

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-Executive Independent Director and one Executive Non-Independent Director.

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

13. Directorsf Responsibility Statement

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

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

(b) The Directors have selected such accounting policies and have applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on the Financial Year ended on March 31, 2021 and of the loss of the company for the year under review.

(c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets 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 the Company and such internal financial controls are adequate and were operating effectively.

(f) The Directors have devised proper systems to ensure compliance with the provisions of 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 a declaration that he/she meets the criteria of Independence, at the first Board Meeting of every financial year.

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

15. Policy on Directorsf Appointment & Remuneration

Pursuant to the provisions of Section 178(4) of the Act read with the Rules made thereunder and Listing Regulation 2015, the Nomination and Remuneration Committee has formulated the criteria for determining qualifications, positive attributes and independence of a director and has further formulated a policy relating to the remuneration for Directors, Key Managerial Personnel and other employees, which has been duly approved by the Board of Directors.

While formulating the Policy, the Nomination and Remuneration Committee has assured that:

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

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

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

The Nomination and Remuneration Policy is available on the website of the Company at http://www.kwalitycredit.com/nomination-&-remuneration-Policy.html.

16. Auditors & Auditorsf report

(a) Statutory Auditors

The Company has received confirmation from M/s. Arun Jain & Associates, Chartered Accountants (FRN: 325867E) of 2B, Grant Lane, 2^nd Floor, Room No.74, Kolkata 700 012, Statutory Auditor of the Company, that in terms of section 139 of the Act, to the effect that it continues to satisfy the criteria provided in section 141 of the Companies Act, 2013 and that its appointment is within the limits prescribed in the said section.

(b) Independent Auditors’ Report

The Self Explanatory Independent Auditors’ Report does not contain any adverse remarks or qualification.

(c) Secretarial Auditor

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 has appointed Mr. CS Amit Jajodia (C.P. No. 37613, Membership No. 14303), Company Secretary in Whole-time Practice, to undertake the Secretarial Audit of the Company for Financial Year 2020-21.

(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 the following:-

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

2. The Company has not complied with Rule 25A of the Companies (Incorporation) Rules, 2014 regarding Active Company Tagging Identities and Verification.

3. Company’s Shares were suspended from trading for non payment of Annual Listing Fees and for penal reasons.

Board of Directors’ Comment:-

1. The Company had advertised in the newspaper to appoint a Company Secretary but have not received any positive response for the same.

2. After the appointment of Company Secretary, e Form INC-22A-Active will be filed.

3. The Company will make the payment as soon as the financial condition improve and also 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-Banking Financial Company. Therefore, the Company is not required to provide any disclosure pursuant to Section 134(3)(g) of the Act.

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

All related party transactions, contracts or arrangements that were entered into, during the financial year under review, were on an arms-length basis and in the ordinary course of business.

The Company has adhered to its "Policy on Related Party Transactions and Materiality of Related Party Transactions" while pursuing all Related Party transactions. The policy on Related Party Transactions as approved by the Board is uploaded 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 the policy 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 2020-21 on a standalone basis is Rs. 25,06,786 /- as compared to Rs. 30,44,552/- in the previous financial year. The total expense for the year under review is Rs. 74,30,557/-as compared to Rs. 60,78,445/- in previous year. As the recovery process of the global economy against the backdrop of the COVID-19 pandemic has already begun, the Company expects increase in growth prospects in the coming years.

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

No material changes and commitments affecting the financial position of the Company, have occurred between the end of the financial year of the company to which the financial statements relate and the date of this Directors’ Report.

21. Disclosure in terms of Rule 8(3) of the Companies (Accounts) Rules, 2014 regarding Conservation 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, the Company 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 Section 134 (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 Risk Management Policy which provides for the identification therein of elements of risk, which in 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-alia amongst others, review the system from time to time to ensure that Risk Management is robust and satisfactory.

Further, in terms of Regulation 17(9)(b) of Listing Regulations, the Board of Directors is responsible for framing, implementing and monitoring the Risk Management Plan of the Company, and has have delegated the power of monitoring and reviewing of the risk management plan to the Risk Management Committee.

The Risk Management Committee is responsible for laying down procedures to inform Board members about the risk assessment and minimization procedures. This is described morefully in 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 to constitute a Corporate Social Responsibility Committee or to undertake any CSR activities.

Therefore, the Company is not required to make any disclosure as specified in Section 134(3) (o) of the Act

24. Manner of formal annual evaluation by the Board of its own performance and that of its 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 applicable clauses of the Listing Regulations, the disclosure regarding the manner of formal annual evaluation by the Board of its own performance and that of its various committees and individual directors is provided hereto:

(a) Evaluation Criteria

Pursuant to Part D of Schedule II of the Listing Regulations, the Nomination and Remuneration Committee has formulated the criteria for evaluation of the performance of the Independent Directors and the Board. The Nomination and Remuneration Committee also identifies persons qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, and recommends to the Board their appointment and removal and carries out the evaluation of every director’s performance in accordance with Section 178(2) of the Act read with the Rules framed there under and Part D of Schedule II of the Listing Regulations.

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

Further, the Nomination and Remuneration Committee has formulated criteria for determining qualifications, positive attributes and independence of a director and recommended to the Board a policy, relating to the remuneration of the directors, key managerial personnel and other employees. The details of the same are morefully described in the Corporate Governance Report.

Further, the Nomination and Remuneration Committee has also devised a Policy on Board Diversity 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 the Company 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 15/02/2021, pursuant to Clause VII of Schedule IV to the Act and Regulation 25 of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015 (hereinafter "Listing Regulation(s)"), for transacting the following businesses as 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 views of the executive directors and non-executive directors.

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

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

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

The Independent Directors expressed satisfaction over the performance of all the non-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 Listing Regulations, read with Part D of Schedule II thereto the performance evaluation of the Independent Directors is perused by the entire Board of Directors, excluding the director being evaluated.

On the basis of the report of performance evaluation, the extension of the term of appointment or its continuance in respect of the independent directors is being considered.

(e) Performance Evaluation of the Committee

The Board of Directors evaluates the performance of all the Board Committees, based on the Company’s Performance Evaluation Policy.

25. Nomination and Remuneration Policy

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

The Nomination and Remuneration Policy is available on the website of the Company at http://www.kwalitycredit.com/nomination-&-remuneration-Policy.html.

26. Board Diversity policy

The Company acknowledges and embraces the benefits of having a diverse board for effective decision making, and views diversity at the board level as an important element in strong corporate governance. Diversity encompasses diversity of perspective, experience, background, gender, age, ethnicity and geographic background, psychological type and personal attributes. Appointments to the Board are made in the context of complementing 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 to diversity of Board of Directors. The Board Diversity Policy is available on the website of the Company at http://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 Year under 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, retires at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment as the Managing Director without any variation in the terms of his appointment.

(b) Independent Directors

The Independent Directors of the Company, viz: Mr. Amu Thapa (DIN- 00674928) and Mr. Suresh Kumar Jain ( DIN- 00705828) were re-appointed for a term of five consecutive years commencing from the conclusion of the 27^th Annual General Meeting (AGM) till the conclusion of 32^nd AGM.

Further, Ms. Babita Shah, was appointed as a non-retiring Independent Director of the Company to hold office for a period of five consecutive years from the conclusion of the 25^th AGM till the conclusion of 30^th Annual General Meeting or till such earlier date to conform with the policy on retirement and as may be determined by any applicable 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 review, nor has any outstanding deposits as on March 31, 2021.

30. Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and the Companyfs future operations

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

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

The Audit Committee of the Company ensures that there is a direct relationship between the

Company’s objectives and the internal financial controls it implements to provide reasonable assurance about their achievement.

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

(a) Transactions are executed in accordance with the management’s general or specific authorization;

(b) All transactions are promptly recorded in the correct amount in the appropriate accounts and in the accounting period in which they are executed so as to permit preparation of financial information within a framework of recognized accounting policies and practices and relevant statutory requirements, if any;

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

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

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

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

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

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

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

Directors	Ratio of Remuneration to Median Remuneration
Mr. Bhagwan Das Soni - Executive Non- independent Managing Director.	1.50
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 Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year.

Directors, Chief Executive Officer, Chief Financial Officer and Company Secretary	% increase in remuneration in the Financial Year
Mr. Bhagwan Das Soni - Executive Non- Independent 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 the financial year.

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

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

As on March 31, 2021, there are 9 Employees on the rolls of the Company.

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

4.13% average percentile increase made in the salaries of employees other than the managerial personnel in the last financial year.

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

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

C. Its comparison with the percentile increase in the managerial remuneration and justification thereof.

The managerial remuneration has not been changed.

D. Whether there are any exceptional circumstances for increase in the managerial remuneration.

The managerial remuneration has not been changed.

VI. 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, Key Managerial Personnel is in accordance with the Nomination and Remuneration Policy of the Company.

G. The disclosure pursuant to Rule 5(2) & 5 (3) of The Companies (Appointment and Remuneration 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 annum	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	3,60,000	Accounts	Graduate	56	-
Subrata Dutta	CFO	96,000	Accounts	Graduate	28	-

33. Vigil Mechanism/Whistle Blower Policy

The Vigil Mechanism/Whistle Blower Policy of the Company is aimed to provide a vigilance mechanism for the directors and employees of the Company to raise concern of any violations of legal or regulatory requirements, incorrect or misrepresentation of any financial statements and reports, etc.

The purpose of this Policy is to encourage the Company’s directors and employees who have concerns about suspected misconduct to come forward 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 of reporting under the Whistle Blower Policy.

The details of the Vigil Mechanism/Whistle Blower Policy is explained in the Corporate Governance 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 of Insider Trading) Regulations, 2015:

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

(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 Investor Education and Protection Fund (IEPF) does not arise.

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

36. Prudential Norms for NBFCfS

The Company has been complying with all the requisite norms prescribed by the Reserve Bank of India for income recognition, accounting standards, capital adequacy, credit rating, provisioning and all other requirements applicable for Non-Deposit Taking Non-Systematically Important NBFCs.

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

Pursuant to the provisions of the Act, no fraud was reported by auditors of the Company during the financial year ended 31^st March, 2021

38. Green Initiative

To support the ‘Green Initiative’ in the Corporate Governance taken by the Ministry of Corporate

Affairs, to contribute towards greener environment and to receive all documents, notices, including Annual Reports and other communications of the Company, investors 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 in electronic mode.

Electronic Copies of the Annual Report and Notice of the Annual General Meeting are sent to all members whose e-mail addresses are registered with the Company/Depository Participant(s).For members who have not registered their email address, physical copies of the 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 Soni, Executive Non-independent Managing Director (DIN: 02308414).

The Company is providing remote e-voting facility to all the members to enable them to cast their votes electronically on all the resolutions set forth in the Notice pursuant to Section 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, Prohibition, and 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. The right to work with dignity is universally recognized human rights by international conventions and instruments such as Convention on the Elimination of all Forms of Discrimination 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 of Women at Workplace (Prevention, Prohibition, and Redressal) Rules, 2013, the Company has constituted an Internal Complaints Committee to look into the matters relating to sexual harassment at workplace.

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

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

During the period under review, no complaints pertaining to sexual harassment of women at workplace were received by the Company. Accordingly, in terms of section 22 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition, and Redressal) Act, 2013, 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 of shares compulsorily in Demat mode w.e.f. 5^th December, 2018

SEBI has issued circular SEBI/HO/MIRSD/DOP1/CIR/ P/2018/73 dated 20^th April, 2018, whereby, shareholders whose ledger folios do not have details or have incomplete details with respect to PAN and Bank Account particulars are mandatorily required to furnish these details to the Issuer Company/Registrar and Share Transfer Agent (RTA) for registration in the folio. Further, as per amended Regulation 40(1) of the Listing Regulations, amended vide SEBI Notification No. SEBI/LAD- NRO/GN/2018/24 dated June 8, 2018, effective from December 5, 2018; securities of the listed companies can be transferred (except in case of transmission or transposition) only in the dematerialized form. All shareholders holding shares in physical form have been duly notified of the same by Postal mode of communication and have been provided with the requisite form for furnishing PAN and Bank details.

41. Managementfs Discussion and Analysis Report

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

42. Maintenance of Cost Records

During the financial year under review, the maintenance of cost records as well the requirement of Cost Audit was not applicable to the Company.

43. General.

No disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

a. Policy on Corporate Social Responsibility (CSR) Initiatives.

The Company is not required to constitute a Corporate Social Responsibility Committee or to undertake any CSR activities in terms of the provisions of Section 135 of the Act and accordingly, the requisite disclosure requirement as is specified in Section 134(3) (o) of the Act, is not applicable on the Company.

b. Details of shares as per Employees Stock Option Scheme/Sweat Equity shares / Equity shares with differential voting rights.

The Company has not issued any shares as per Employees Stock Option Scheme/Sweat Equity shares / Equity shares with differential voting rights.

c. The details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the year alongwith their status as at the end of the financial year in terms of Rule 8(5) (xi) of the Companies (Accounts) Rules, 2014.

There were no such instances during the financial year under review.

d. The details of difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereto in terms of Rule 8(5) (xii) of the Companies (Accounts) Rules, 2014.

Not Applicable.

44. Opinion of the Board with regard to integrity, expertise and experience (including proficiency) of the Independent Directors appointed during the year.

In terms of Rule 8(5) (iiia) of the Companies (Accounts) Rules, 2014, the Board hereby declares that: In the opinion of the Board of Directors, the integrity, expertise and experience of the Independent Directors of the Company is adequate and commensurate with the size, structure, and business requirement of the Company. Further, the Independent Directors have registered their names in the Independent Directors’ databank.

45. Declaration by the Independent Directors and statement on compliance of Code of Conduct.

All the Independent Directors have furnished the Statement on Declaration of Independence under section 149 (6) of the Act and Regulation 16 of the Listing Regulations. Further, the Independent Directors have complied with the Code of Independent Directors prescribed in Schedule IV to the Act.

46. Statement on compliance of Code of Conduct for Directors and senior management personnel.

The Declaration on compliance to the Code of Conduct by the Directors and Senior Management Personnel of the Company.

47. Details in respect of frauds reported by auditors under sub-section (12) of section 143 other than those which are reportable to the Central Government.

No fraud was detected during the financial year under review.

48. Acknowledgement

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

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

Place : Kolkata	On Behalf of the Board of Directors
Dated : 04.09.2021	For Kwality Credit & Leasing Ltd.
	Amu Thapa
	Chairperson
	DIN: 00674928