To,
The Members of
JINDAL CAPITAL LIMITED
Delhi
Your Directors have pleasure in presenting the 29th Board's Report of your Company, M/s
Jindal Capital Limited together with the Audited Statement of Accounts for the
Financial Year ended on 31st March, 2023.
FINANCIAL RESULTS
(Rs. In Lacs)
| Particulars |
As on March 31, 2023 |
As on March 31, 2022 |
| Operating Profit before Depreciation |
24.22 |
80.73 |
| Less: Depreciation |
3.40 |
6.48 |
| Profit/(loss) before tax |
20.82 |
74.25 |
| Less: Provision for Tax |
8.81 |
29.73 |
| Net Profit/(loss) after Tax for the year |
12.01 |
44.52 |
| Add: Other Comprehensive Income |
14.00 |
21.32 |
| Net Profit/(loss) for the year |
26.01 |
65.84 |
| Prior Period adjustments |
0.00 |
0.00 |
| Transfer to Statutory Reserve Fund |
3.00 |
11.13 |
| Surplus profit carried to B/S |
166.09 |
146.65 |
OPERATIONAL REVIEW:
During the year under review your Company's Total Revenue was Rs. 502.77 Lakhs in
comparison to Rs. 866.75 Lakhs in the previous financial year. Company has earned a net
profit (after tax and Other Comprehensive Income) of Rs. 26.01 Lakhs in year under review
in against profit of Rs. 65.84 Lakhs in previous financial year.
OPERATIONS AND STATE OF AFFAIRS
The operation and state-of-affairs have been adequately explained in Management
Discussion and Analysis segment and form part of this report.
STTBSTDTARTES/.TOTNT VENTURES/ ASSOCIATE COMPANIES
The Company has no Subsidiary, Joint Ventures and Associate Company.
DTVTDEND:
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, 2023.
TRANSFER TO RESERVES TN TERMS OF SECTTON 134 (3) J) OF THE COMPANIES ACT. 2013
For the financial year ended 31st March, 2023, 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 Statutory/Special Reserve Account. The Company
has carried Rs. 3.00 Lakhs to the said Reserve.
ANNUAL RETURN:
In terms of the Section 92 (3) of Companies Act, 2013 as amended, the Annual Return of
the Company is placed on the website of the Company www.jindalcapital.co.in
SHARE CAPTTAL
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.
Thus no change occurred in the figures of Share Capital of the Company.
DEPOSTTS
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.
ECONOMTC SCENARTO AND OUTLOOK:
NBFCs play a major role in promoting inclusive growth in the country, by catering to
the diverse financial needs of bank excluded customers. NBFCs being financial
intermediaries engaged in the business of accepting deposits deliver credit and play an
important role in channelizing the scarce financial resources to capital formation.
They supplement the role of the banking sector in meeting the increasing financial
needs of the corporate sector, delivering credit to the unorganized sector and retail
customers in underserved, unbanked and financially weaker sections of the society. They
are emerging as an alternative to conventional Banking and have become an integral part of
Indian Financial System and have commendably contributed towards Government's agenda of
Financial Inclusion.
NBFCs are playing a vital role in uplifting the Infrastructure, creation of wealth and
employment generation. They are providing tailor-made products offering and products to
the customers and uplifting the business model through improved efficiency and enhanced
experience. The future of NBFCs is witnessing good growth in consumer lending. 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.
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, 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.
MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY FROM THE END OF
FINANCIAL YEAR AND TILL THE DATE OF SIGNING OF REPORT
From the end of Financial Year till the date of signing of Report, no material changes
occurred in the Company which would affect its financial position. Due to market
challenges business operations are severely disrupted. 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.
CORPORATE GOVERNANCE REPORT
Since, Regulation 15(2)(a) of Listing Regulations clearly states that "The
compliance with the corporate governance provisions as specified in regulations 17, 17A,
18, 19, 20, 21, 22, 23, 24, 24A, 25, 26, 27 and clauses (b) to (i) and (t) of
sub-regulation (2) of regulation 46 and para C , D and E of Schedule V shall not apply, in
respect of -
(a) listed entity having paid up equity share capital not exceeding rupees ten crore
and net worth not exceeding rupees twenty five crore, as on the last day of the previous
financial year:
Provided that where the provisions of regulations 17 to 27, clauses (b) to (i) and (t)
of sub-regulation (2) of regulation 46 and para C, D and E of Schedule V become applicable
to a listed entity at a later date, it shall ensure compliance with the same within six
months from such date:
Provided further that once the above regulations become applicable to a listed entity,
they shall continue to remain applicable till such time the equity share capital or the
net-worth of such entity reduces and remains below the specified threshold for a period of
three consecutive financial years. "
As the Paid-up Capital and the Net-Worth of the Company are below the threshold limit
and it falls under the criteria for exemption, and therefore provisions of Regulations 17,
17A, 18, 19, 20, 21, 22, 23, 24, 24A, 25, 26, 27 and clauses (b) to (i) and (t) of
sub-regulation (2) of regulation 46 and para C , D and E of Schedule V are not applicable
to the Company.
MANAGEMENT DISCUSSION & ANALYSTS REPORT
As per Regulation 34 read with Schedule V of the Listing Regulations, a Management
Discussion and Analysis Report is annexed to this report.
BUSTNESS RTSK MANAGEMENT:
In a view of the business activity carried on by the Company and the statutory
requirement by the Reserve Bank of India, Securities and Exchange Board of India, the
Company should have an effective Risk Management Policy system as part of their overall
system for effective risk management.
Therefore, in accordance with SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015) and Risk Management Framework issued by Reserve Bank of India vide
Master Circular DNBR. PD. 008/03.10.119/2016-17 dated September 01, 2016 the Board members
were informed about risk assessment and minimization procedures after which the Board has
framed, adopted and implemented formally its Risk Management Policy.
The effective management of risk is an important aspect to the continued growth of the
Company with careful view of unanticipated and unintended losses to the human resources
& financial assets of the Company. The main objective of this policy encompasses
practices relating to identification, assessment, monitoring and mitigation of various
risks to the business. Risk Management Policy of the Company seeks to minimize
unfavourable impact on the business objectives and develop share holder value. Further,
the risk management practices seek to sustain and enhance long-term competitive advantage
for the Company.
Measurement of risk is completed considering both quantitative and qualitative means
using the likelihood and impact criteria as developed by Management and as reviewed by the
Board. Types of risks which have been identified by the organization are Regulatory &
Compliance Risk, Credit & Concentration Risk, Human Resource Risk, Financial Risk,
Reputational Risk, Market Risk, Strategic Risk, Operational Risk, etc.
As a matter of policy, these risks are assessed and steps as appropriate are taken to
mitigate the same.
INTERNAL CONTROL SYSTEM AND THETR ADEQUACY:
The Company's internal control system has been discussed in detail in the Management
Discussion and Analysis Report which forms a part of the Annual Report.
CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FORETGNEXCHANGE EARNTNGS AND OUTGO
The Company has no activities relating to conservation of energy, technologies and
foreign earning and out go.
VTGTL MECHANTSM / WHISTLE BLOWER POLTCY
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.
DTRECTORS. KEY MANAGERTAL PERSONNEL & COMMTTTEES
As on March 31, 2023, the followings were the Directors and Key Managerial Personnel
(KMPs):
| S. Name No. |
Designation |
| 1. Mr. Sadhu Ram Aggarwal |
Chairman-cum-Managing Director (Executive) |
| 2. Mr. Baij Nath Gupta |
Director (Non-Executive,Independent) |
| 3. Mr. Sham Lal Singal |
Director (Non-Executive, Independent) |
| 4. Mr. Subhash Kumar Changoiwala |
Director (Non-Executive, Independent) |
| 5. Mr. Udit Aggarwal |
Director (Non-Executive, NonIndependent) |
| 6. Ms. Divya Aggarwal |
Director (Executive) and Chief Financial Officer |
| 7. CS Srishti Gumber |
Company Secretary |
Change in Directorate and Key Managerial Personnel during the year:
During the year, following changes took place:
1. Ms. Divya Aggarwal was appointed as Additional Director (Executive) as on 02nd
May, 2022;
2. Ms. Sarita Agarwal resigned as the Director of Company w.e.f. May 02, 2022.
3. Mr. Subhash Kumar Changoiwala was appointed as Additional Director (NonExecutive,
Independent) as on 02nd May, 2022;
4. Mr. Udit Aggarwal was appointed as Additional Director (Non-Executive) as on 02nd
May, 2022;
5. Mr. Shray Jindal resigned as the CFO of the Company w.e.f. May 03, 2022;
6. Mr. Sadhu Ram Aggarwal (DIN: 00961850) has been appointed as the
Chairman-cum-Managing Director (Executive) of the Company w.e.f 18th May 2022;
7. Ms. Divya Aggarwal has was appointed as CFO of the Company w.e.f 18th May
2022;
8. CS Srishti Gumber has been appointed as the Company Secretary of the Company with
effect from 19th May, 2022;
Composition of Committees and the Meetings of the Board of Directors and Committees
The composition of the Board and its Committees and of the Meetings held and attendance
of the Directors at such Meetings, are in compliance with the provisions of Companies Act.
The intervening gap between the Meetings was within the prescribed statutory period.
INDEPENDENT DIRECTORS AND THEIR DECLARATION:
The appointment of Independent Directors of the Company is in compliance with the
Companies Act, 2013,
Since, Regulation 15(2)(a) of Listing Regulations clearly states that "The
compliance with the corporate governance provisions as specified in regulations 17, 17A,
18, 19, 20, 21, 22, 23, 24, 24A, 25, 26, 27 and clauses (b) to (i) and (t) of
sub-regulation (2) of regulation 46 and para C , D and E of Schedule V shall not apply, in
respect of -
(a) listed entity having paid up equity share capital not exceeding rupees ten crore
and net worth not exceeding rupees twenty five crore, as on the last day of the previous
financial year:
Provided that where the provisions of regulations 17 to 27, clauses (b) to (i) and (t)
of sub-regulation (2) of regulation 46 and para C, D and E of Schedule V become applicable
to a listed entity at a later date, it shall ensure compliance with the same within six
months from such date:
Provided further that once the above regulations become applicable to a listed entity,
they shall continue to remain applicable till such time the equity share capital or the
net-worth of such entity reduces and remains below the specified threshold for a period of
three consecutive financial years. "
As the Paid-up Capital and the Net-Worth of the Company are below the threshold limit
and it falls under the criteria for exemption, and therefore provisions of Regulations 17,
17A, 18, 19, 20, 21, 22, 23, 24, 24A, 25, 26, 27 and clauses (b) to (i) and (t) of
sub-regulation (2) of regulation 46 and para C , D and E of Schedule V are not applicable
to the Company.
Since the provisions of Corporate Governance as defined Regulation 17 SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 are not applicable and
accordingly the provisions of section 149(6) Companies Act, 2013 are complied with.
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, 2023, 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 ofthe state of affairs of the
Company as at March 31, 2023 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.
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.
INFORMATION ABOUT SUBSIDIARY/ JV/ ASSOCIATE COMPANY
Company does not have any Subsidiary, Joint venture or Associate Company.
DETAIL OF FRAUD AS PER AUDITORS REPORT
There is no fraud in the Company during the Financial Year ended 31st March,
2023. 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, 2023.
AUDITORS:
STATUTORY AUDITORS
As per the provisions of Section 139 of the Act, M/s. STRG & Associates, Chartered
Accountants (Firm Registration Number 014826N), are appointed as Statutory Auditors of
your Company.
Their re-appointment, for as second term of five consecutive years, as the Statutory
Auditors of the Company has been approved by the Shareholders at the 28th Annual General
Meeting of the Company held on 24th June, 2022.
Statutory Auditors have confirmed that they hold a valid certificate issued by the Peer
Review Board of the Institute of Chartered Accountants of India.
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 self -
explanatory 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, 2023
is annexed herewith for your kind perusal and information.
SECRETARIAL AUDITORS
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors
had appointed M/s. PDU & Company, (through Ms. Preeti, ACS No.: 53593 & C.P. No.:
19984), a proprietorship firm of Company Secretaries in Practice, to undertake the
Secretarial Audit of the Company for the Financial Year ended on March 31, 2023.
SECRETARIAL AUDIT REPORT
The Secretarial Audit Report in the prescribed Form No. MR-3 is attached herewith as
‘Annexure-1'.
The qualifications, reservations or adverse remarks or disclaimers made by the
Secretarial Auditor, along with explanations given to them, is specified in their Audit
Report dated 28.07.2023 on the Secretarial and other related records of the Company for
Financial Year 2022-23.
INTERNAL AUDITORS
M/s. Gupta Garg & Associates, Chartered Accountants in Practice (FRN: 019863N) have
been appointed as the Internal Auditor of the Company, pursuant to their consent received
for the same.
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.
BOARD'S COMMENTS ON QUALIFICATION. RESERVATION & ADVERSEREMARKS 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.
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 Two 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 6
b) Employed for part of the year Nil
c) The remuneration paid to all Key management Personnel was in accordance with the
statutory provisions applicable to the company.
AUDITED FINANCIAL STATEMENTS AND CASH FLOW STATEMENT
As required under Regulation 34 of the Listing Regulations, Audited Financial
Statements and Cash Flow Statement is part of the Annual Report 2022-2023. Further,
the Financial Statements of the Company for the financial year 2022-2023 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 going concern.
RELATED PARTY TRANSACTIONS:
All transactions entered into with Related Parties during the financial year were in
the ordinary course of business and on an arm's 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.
Although during the year, the Company has provided, during the ordinary course of
business, loan to SMP Securities Limited at a conditions and rate of interest as
applicable to any third person, i.e., at arms length basis.
All Related Party Transactions are placed before the Audit Committee as also the Board
for approval.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS ORCOURTS:
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.
LOANS, GUARANTEES AND INVESTMENTS:
The provisions of Section 186 of the Companies Act, 2013 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.
DEMAT ACCOUNT
The Company has opened its Suspense Escrow Demat Account pursuant to SEBI Circular No.
SEBI/HO/MIRSD/MIRSD_RTAMB/P/CIR/2022/6 dated January 25, 2022
REMUNERATION POLICY
The Board has on the recommendation of the Nomination and Remuneration Committee,
framed a policy for selection and appointment of Directors, Key Managerial Personnel,
Senior Management and their Remuneration. The said policy has been uploaded on the website
of the Company.
PERFORMANCE EVALUATION
Pursuant to the provisions of the Companies Act, 2013 and Listing Regulations, 2015 the
Board of Directors continues to take an annual evaluation of its own performance,
performance of its various Committees and individual Directors.
CODE OF CONDUCT FOR BOARD MEMBERS AND SENTOR 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.
POLTCY FOR PREVENTTON. PROHTBTTTON 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.
REGULATORY ACTTON
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.
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 cooperation
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.
CATUTONARY STATEMENT:
The statements contained in the Board's 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 |
|
| Sd/- |
Sd/- |
| Divya Aggarwal |
Sadhu Ram Aggarwal |
| Director |
Chairman-cum-Managing Director |
| DIN: 07684118 |
DIN: 00961850 |
| Place: Delhi |
|
| Date: 30 August, 2023 |
|
