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EQUITY - MARKET SCREENER

Jindal Capital Ltd
Industry :  Finance & Investments
BSE Code
ISIN Demat
Book Value()
530405
INE356F01017
12.0341967
NSE Symbol
P/E(TTM)
Mar.Cap( Cr.)
N.A
41.61
18.6
EPS(TTM)
Face Value()
Div & Yield %
0.62
10
0
 

As on: Jun 30, 2022 12:09 AM

To,

The Members of

JINDAL CAPITAL LIMITED

Delhi

Your Directors have pleasure in presenting the 28th Board's Report of your Company together with the Audited Statement of Accounts of M/s Jindal Capital Limited for the financial year ended on 31st March, 2022.

FINANCIAL RESULTS:

(Rs. In Lacs)

Particulars As on March 31, 2022 As on March 31, 2021
Operating Profit before Depreciation 80.73 67.54
Less: Depreciation 6.48 4.09
Profit/(loss) before tax 74.25 63.45
Less: Provision for Tax 29.73 23.02
Net Profit/(loss) after Tax for the year 44.52 40.43
Add: Other Comprehensive Income 21.32 0.00
Net Profit/(loss) for the year 65.84 40.43
Prior Period adjustments 0.00 0.00
Surplus profit brought down from PY 69.68 19.15
Surplus available 65.84 40.43
Transfer to Statutory Reserve Fund 11.13 10.10
Surplus profit carried to B/S 146.65 69.68

OPERATIONAL REVIEW:

The performance of the Company during the year under consideration was satisfactory. During the year under review your Company's Total Revenue was Rs. 866.75 Lac in comparison to Rs. 608.93 Lac in the previous financial year. Company has earned a net profit (after tax and Other Comprehensive Income) of Rs. 65.84 Lac in year under review in against profit of Rs. 40.43 Lac 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.

SUBSIDIARIES/JOINT VENTURES/ ASSOCIATE COMPANIES

The Company has no Subsidiary, Joint Ventures and Associate Company.

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, 2022.

TRANSFER TO RESERVES IN TERMS OF SECTION 134 (3)

(J) OF THE COMPANIES ACT, 2013

For the financial year ended 31st March, 2022, 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 proposed to carry Rs. 11.13 Lac to 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 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. Thus no change occurred in the figures of Share Capital of the Company.

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.

ECONOMIC SCENARIO 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, 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.

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, the no material changes occurred in the Company which would affect its financial position. Due to Covid-19 pandemic has severely disrupted business operations. 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 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.

BUSINESS RISK 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 THEIR 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 FOREIGN EXCHANGE EARNINGS AND OUTGO

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

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.

DIRECTORS, KEY MANAGERIAL PERSONNEL & COMMITTEES

As on March 31, 2022, the followings were the Directors and Key Managerial Personnel (KMPs):

S. Name No. Designation
1. Mr. Sadhu Ram Aggarwal Additional Director (Executive)
2. Mrs. Sarita Aggarwal Director (Non- Executive)
3. Mr. Baij Nath Gupta Additional Director (Non-Executive, Independent)
4. Mr. Sham Lal Singal Additional Director (Non-Executive, Independent)
5. Mr. Shray Jindal Chief Financial Officer

Change in Directorate and Key Managerial Personnel during the year:

During the year, following changes took place:

1. Mr. Ashutosh Aggarwal was appointed as Additional Director (NonExecutive, Independent) as on 17 th January 2022;

2. Mr. Vijay Gupta resigned as the Independent Director of Company.

3. Mr. Sadhu Ram Aggarwal (DIN: 00961850) has been appointed as an Additional Director (Executive) on the Board of the Company;

4. Mr. Pawan Kumar Jindal (DIN: 00524690) has resigned from the post of Managing Director of Jindal Capital Limited with effect from 3 0th March, 2022

5. Mr. Baij Nath Gupta (DIN: 07298765) has been appointed as an Additional Director (Non-Executive, Independent) on the Board of the Company with effect from 30th March, 2022,

6. Mr. Sham Lal Singal (DIN: 09277753) has been appointed as an Additional Director (Non-Executive, Independent) on the Board of the Company with effect from 30th March, 2022,

7. Mr. Rohit Gupta (DIN: 08448432) has resigned from the post of Independent Director of the Company with effect from 30th March, 2022 due to preoccupation elsewhere. The Company has received confirmation from Mr. Rohit Gupta that there are no other material reasons for his resignation other than those mentioned in his resignation letter.

8. Mr. Ashutosh Aggarwal (DIN: 09341810) has resigned from the post of Independent Director of the Company with effect from 30 th March, 2022 due to personal reasons. The Company has received confirmation from Mr. Ashutosh Aggarwal that there are no other material reasons for his resignation other than those mentioned in his resignation letter.

9. Ms. Chhavi Kochhar (Membership No. A10775) has resigned from the post of Company Secretary and Compliance Officer of the Company with effect from 22nd March, 2022.

Composition of Committees and the Meetings of the Board of Directors and Committees

Details of the composition of the Board and its Committees and of the Meetings held and attendance of the Directors at such Meetings, are provided in the Corporate Governance Report annexed hereto. The intervening gap between the Meetings was within the prescribed statutory period.

INDEPENDENT DIRECTORS AND THEIR DECLARATION:

Mr. Baij Nath Gupta (DIN: 0729876) has been appointed as an Additional Director (Non-Executive, Independent) on the Board of the Company with effect from 30th March, 2022, pursuant to Section 149, 150, 152 read with Schedule IV and Section 161(1) read with the Companies (Appointment and Qualification of Directors) Rules, 2014 and other applicable provisions thereof, subject to your approval at the ensuing Annual General Meeting of the Company. He is not related to any of the Directors of the Company.

Mr. B.N. Gupta is a Fellow member of the Institute of Chartered Accountants of India having experience of 40 years in the areas of Accounts, Finance & Taxation. The Company received the Declaration from the Director relating to Independence.

Mr. Sham Lal Singal (DIN: 09277753) has been appointed as an Additional Director (Non-Executive, Independent) on the Board of the Company with effect from 30th March, 2022, pursuant to Section 149, 150, 152 read with Schedule IV and Section 161(1) read with the Companies (Appointment and Qualification of Directors) Rules, 2014 and other applicable provisions thereof subject to your approval at the ensuing Annual General Meeting of the Company. Mr. Sham Lal Singal is not related to any of the Directors of the Company. He is of the age of 75 years. He being a retired Manager of State Bank of India has served for a period of 36 years at his service and is an expert in the knowledge of financial operations. The Company received the Declaration from the Director relating to Independence.

DETAILS OF PREVIOUS ANNUAL GENERAL MEETING

Details regarding the previous Annual General Meeting are provided in the Corporate Governance Report annexed hereto. The intervening gap between the Meetings was within the prescribed period.

ANNUAL 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.

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.

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, 2022, 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, 2022 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/ .TV/ 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, 2022. 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, 2022.

AUDITORS:

STATUTORY AUDITORS

As per the provisions of Section 139 of the Act, due to the resignation of M/s Rajendra Khadria & Associates, Chartered Accountants (Firm Registration Number 007069N), as Statutory Auditors of the Company, M/s. STRG & Associates, Chartered Accountants (Firm Registration Number 014826N), were appointed as Statutory Auditors of your Company to fill the casual vacancy caused by such resignation effective June 3, 2021 for the Financial Year 2021-22 i.e. upto this 28th Annual General Meeting of the Company.

Therefore, pursuant to the completion of their term in this 28th Annual General Meeting and their consent received for re-appointment, the Board hereby re-appoint M/s. STRG & Associates, Chartered Accountants (Firm Registration Number 014826N) as the Statutory Auditors of the Company for a term of five consecutive years from the conclusion of this 28th Annual General Meeting of the Company scheduled to be held on June 24, 2022 till the conclusion of this 33 rd Annual General Meeting of the Company.

Statutory Auditors have confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

Necessary resolution and explanation thereto have been provided in the AGM notice seeking approval of members.

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, 2022 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 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, 2022.

SECRETARIAL AUDIT REPORT

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 13.05.2022 on the Secretarial and other related records of the Company for Financial Year 2021-22.

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. However, for the Financial Year 2022-23M/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 & 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.

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 3

b) Employed for part of the year Nil

c) The remuneration paid to all Key management Personnel was in accordance with remuneration policy adopted by 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 2021-2022. Further, the Financial Statements of the Company for the financial year 2021-2022 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.

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 Company's website. None of the Directors has any pecuniary relationships or transactions vis-a-vis the Company.

TAKEOVER

Pursuant to approval received from the Reserve Bank of India vide Letter dated 31st January, 2022 bearing the Serial No. S482/CMS-V/05.10.053/2021-22 (for change in control/management of the Company) and takeover of the Company in the term of SEBI (Substantial Acquisition of Shares and Takeovers) Regulation, 2011, on March 22, 2022 Mr. Sudha Ram Aggarwal, Mr. Udit Aggarwal, Mrs. Divya Aggarwal, Mrs. Ridhima Aggarwal, Mr. Rahul Aggarwal, Ms. Manjula Aggarwal and CMV Infromatics Private Limted became the new promoters of the Company after acquiring 51,42,045 Equity shares (51,41,929 Equity shares through Share Purchase Agreement and 116 Equity Shares through Open Offer Process) entitling them to total voting right of the 71.34%.

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.

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.

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 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.

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.

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.

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.

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.

CAUTIONARY 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 Managing Director
Place: Delhi DIN: 07684118 DIN: 00961850
Date: May 28, 2022