BOARD'S REPORT TO, THE MEMBERS OF JINDAL CAPITAL LIMITED Your Directors have pleasure in presenting the 21st Board's Report together with the Audited Statement of Accounts of Jindal Capital Limited for the year ended 31st March, 2015 2. OPERATIONAL REVIEW: The performance of the Company during the year under consideration was satisfactory. The operating profit before finance charges and depreciation is Rs. 7.14 Lakhs against profit of Rs. 1.87 Lakhs of the previous year. 3. DIVIDEND: With the view to conserve the resources of company the directors are not recommending any dividend. 4. TRANSFER TO RESERVES IN TERMS OF SECTION 134 (3) (J) OF THE OMPANIES ACT, 2013 For the financial year ended 31st March, 2015, the Company is proposed to carry an amount of Rs. 7,05,911/- to General Reserve Account. 5. SHARE CAPITAL: The paid up Equity Share Capital as on March 31, 2015 was Rs.7,20,81,000/-. During the year under review the company has not issued any shares or any convertible instruments. 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 Government's 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 AND COMMITMENTS: No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statements relate on the date of this report. 9. 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 clause 49 of the listing agreement 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 today's 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 10. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY: The Company's 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. 11. 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. 12. 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 behaviour the company has adopted a vigil mechanism policy. This policy is explained in corporate governance report and also posted on the website of company. 13. DIRECTORS & COMMITTEES: At the 20th Annual General Meeting of the company held on 30th September, 2014 the Company had appointed the existing independent directors Shri. Vijay Gupta (DIN: 00550656) and Shri. Rajendra Gadodia (DIN: 00549399) as Independent directors under the Companies Act, 2013 for 5 consecutive years for a term upto the conclusion of the 25th Annual General Meeting. In accordance with the provisions of Companies Act, 2013 Smt. Sarita Aggarwal (DIN: 00524884), Non-Executive Director retires by rotation and being eligible offers herself for re-appointment. 13.1 BOARD EVALUATION: Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, 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. 13.2 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. 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, 2015, 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, 2015 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. 15. 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. 16. INFORMATION ABOUT SUBSIDIARY/ JV/ ASSOCIATE COMPANY Company does not have any Subsidiary, Joint venture or Associate Company. 17. AUDITORS: 17.1 STATUTORY AUDITORS M/s Mohan L Jain & Co. (Firm Registration No.005345N), Chartered Accountants, New Delhi, Statutory Auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. The Company has received a letter from them to the effect that their re-appointment, if made, would be within the prescribed limits under Section 141(3)(g) of the Companies Act, 2013 and that they are not disqualified for re-appointment within the meaning of Section 141 of the said Act. The Auditors' Report on Financial Statements of the Company for the Financial Year 2014-15 does not contain any qualification. The observations of Statutory Auditors' and Notes to the Financial Statements are self-explanatory. Further the Auditors' Report for the financial year ended, 31st March, 2015 is annexed herewith for your kind perusal and information. 17.2 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 Company has appointed Deepak Sharma & Associates. (CP No.:6898, FCS: 6309), Company Secretaries to undertake the secretarial audit of the company. The Secretarial Audit Report is annexed herewith as 'Annexure: 1'. 17.3 INTERNAL AUDITORS M/S AKN & CO., Chartered Accountants performs the duties of internal auditors of the company and their report is reviewed by the audit committee from time to time. 18. 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: 19. 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. 20. RELATED PARTY TRANSACTIONS: All transactions entered into with Related Parties as defined under Clause 49 of the Listing Agreement 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 Company's website. None of the Directors has any pecuniary relationships or transactions vis-a-vis the Company. 21. 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. 22. CORPORATE GOVERNANCE: As per Clause 49 of the Listing Agreement with the Stock Exchanges, a separate section on corporate governance practices followed by the Company, together with a certificate from the Company's Secretarial Auditor confirming compliance forms an integral part of this Report which is attached herewith for your kind perusal and information. 23. LOANS, GUARANTEES AND INVESTMENTS: There were no loans, guarantees or investments made by the Company under Section 186 of the Companies Act, 2013 during the year under review and hence the said provision is not applicable. 25. DEPOSITS: The company has not accepted any deposits during the year. 26. INDEPENDENT DIRECTORS AND THEIR DECLARATION: Shri. Vijay Gupta (DIN: 00550656) and Shri. Rajendra Gadodia (DIN: 00549399) has been appointed as the independent director of the company as per Section 149(10) of the Companies Act, 2013 on 30th September, 2014 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. 27. REMUNERATION POLICY 27.1 REMUNERATION TO EXECUTIVE DIRECTORS The remuneration paid to Executive Directors is recommended by the Nomination and Remuneration Committee and approved by Board in Board meeting, subject to the subsequent approval of the shareholders at the General Meeting and such other authorities, as may be required. 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. 27.2 REMUNERATION TO NON EXECUTIVE DIRECTORS The Non Executive Directors are not paid remuneration by way of any Sitting Fees and Commission. 28. 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 w.e.f. 15.01.2015. 29. 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 there under. All the Board members and Senior Management personnel have affirmed compliance with the code of conduct. 30. 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. 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. 31. 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. 32. 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 Sarita Aggarwal Director DIN: 00524884 Pawan Kumar Jindal Managing Director DIN: 00524690 Place: New Delhi Date: May 30, 2015 |