Directors Report of Jindal Capital Ltd.

Mar 31, 2024

Your Directors have pleasure in presenting the 30th Board’s Report of your Company, M/s Jindal Capital Limited together with the Audited Statement of Accounts for the Financial Year ended on 31^st March, 2024.

FTNANCTAT/RESTILTS:

(Rs. Tn Lakhs)
Particulars	As on March	As on March
	31, 2024	31, 2023
Operating Profit before Depreciation	150.06	24.23
Less: Depreciation	1.49	3.40
Profit/(loss) before tax	148.57	20.82
Less: Provision for Tax	37.30	8.81
Net Profit/(loss) after T ax for the year	111.27	15.00
Add: Other Comprehensive Income	9.12	10.48
Net Profit/(loss) for the year	120.40	25.49
Prior Period adjustments	0	0.00
Transfer to Statutory Reserve Fund	22.26	3.00
Surplus profit carried to B/S	278.40	162.57

OPERATIONAL REVIEW:

During the year under review, your Company’s Total Revenue was Rs. 354.70 Lakhs in comparison to Rs. 502.77 Lakhs in the previous financial year. Company has earned a net profit (after tax and Other Comprehensive Income) of Rs. 120.40 Lakhs in year under review in against profit of Rs. 25.49 Lakhs in previous financial year.

OPERATIONS AND STATE OF AFFATRS

The operation and state-of-affairs have been adequately explained in Management Discussion and Analysis segment and form part of this report.

STTBSTDTARTES/.TOTNTVENTTIRES/ASSOCTATECOMPANTES

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

TRANSFER TO RESERVES TN TERMS OF SECTION 134(3) (J) OF THE COMPANIES ACT, 2013

For the financial year ended 31^st March, 2024, 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. 22.26 Lakhs to the said Reserve.

ANNTTALRETTTRN:

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 wwwjindalcapital. 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 animportantroleinchannelizingthescarcefinancialresourcestocapitalformation.

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 thatare 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 SOCTAL 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 FTNANCTAL POSTTTON OFTHE COMPANYFROM THE END OF FTNANCTAL YEAR AND TTLLTHE DATE OF STGNTNG OFREPORT

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 DTSCUSSTON & 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 theorganization 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.

TNTERNAL 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 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.

DIRECTORS, KEY MANAGERIAL PERSONNEL & COMMITTEES

As on March 31, 2024, the followings were the Directors and Key Managerial Personnel (KMPs):

S. No.	Name	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,Non-Independent)
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, no changes took place in positions of Directors and Key Managerial Personnel.

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 wheretheprovisionsof regulations17 to27,clauses(b) to (i)and (t)of subregulation (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 under 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, 2024, 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, 2024 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 EDUCATTONAND 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 SUBSTDTARY/.TV/ASSOCTATE 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 31^st March, 2024. 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 31^st March, 2024.

AUDITORS:

ST ATUTORY 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 24^th 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.

AUDTTORS’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, 31^stMarch, 2024 is annexed herewith for your kind perusal and information.

SECRET ARTALAUDTTORS

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 have appointed M/s. Prachi Bansal and Associates, Company Secretaries (through Ms. Prachi, ACS No.: A43355 & C.P. No.: 23670), a proprietorship firm of Company Secretaries in Practice, to undertake the Secretarial Audit of the Company for the Financial Year ended on March 31, 2024.

SECRETARIAL AUDIT REPORT

The Secretarial Audit Report in the prescribed Form No. MR-3 is attached herewith as ‘Annexure-1’.

TNTERNALAUDTTORS

M/s. Gupta Gag & 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 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:

Particulars	Details
Name of employee	Sadhu Ram Aggarwal	Divya Aggarwal
Designation of the employee	Chairman-cum-Managing Director	Director and CFO
Remuneration received	Rs. 4,20,000	Rs. 5,40,000

Nature of employment, whether contractual or otherwise	Contractual	Non-contractual
Qualifications and experience of the employee	Mr. Sadhu Ram Aggarwal is a qualified Chartered Accountant and a member of Institute of Chartered Accountant of India. He is well versed with the corporate laws and other allied laws. He has been working in the field of finance and been an eminent consultant and expert in the field of finance and related laws. He is a commerce graduate from Delhi University, Delhi. He has rich experience in the field of stock market. He has taken many discourses in financial planning and has served many corporate clients in past 38 years in said field.	Mrs. Divya Aggarwal is a qualified Chartered Accountant and a member of Institute of Chartered Accountant of India. She has a very good understanding of matter relating to Taxation, Finance and Accounts. She has undertaken various audit assignments of corporate and also has in depth knowledge of legal compliances. She has also compiled a book on CSR Laws in India and all India VAT.
Date of commencement of employment	March 30, 2022(as Director) May 18, 2022 (as Chairman & Managing Director)	May 02, 2022 (as Director) May 18, 2022 (as CFO)
The age of such employee	66 years	31 years
The last employment held by such employee before joining the company	Director	Director
The percentage of equity shares held by the employee in the company within the meaning of clause (iii) of sub-rule (2) above	9.71%	8.32%
Whether any such employee is a relative of any director or manager of the company and if so, name of such director or manager	M Mr. Sadhu Ram Aggarwal is the father of Mr. Udit Aggarwal (He is appointed as Non-executive Director of the Company, w.e.f., May 02, 2022. Also, He is Father-in-law of Ms. DivyaAggarwal, the Director of the Company.	M Ms. Divya Aggarwal is wife of Mr. Udit Aggarwal (He is appointed as Non-executive Director of the Company, w.e.f., May 02, 2022. Also, She is Daughter-inlaw of Mr. Sadhu Ram Aggarwal, the Director of the Company.

As required under Regulation 34 of the Listing Regulations, Audited Financial Statements and Cash Flow Statement is part of the Annual Report 2023-2024. Further, the Financial Statements of the Company for the financial year 2023-2024 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 and also the Board.

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.

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 POLTCY

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 is available 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 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.

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.

---

Mar 31, 2015

To,

The Members of

JINDAL CAPITAL LIMITED

The 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.

1. FINANCIAL RESULTS:

(Rs. In Lacs)

Particulars 2014-15 2013-14 Current Year Previous Year

Operating Profit before Depreciation 15.47 6.95

Less: Depreciation 5.13 4.01

Profit/(loss) before tax 10.33 2.94

Less: Provision for Tax (3.19) (1.07)

Net Profit/(loss) for the year 7.14 1.87

Prior Period adjustments 0.00 0.00

Surplus available 7.14 1.87

Surplus profit brought down from PY 3.89 2.01

Surplus available 11.03 3.89

Surplus profit carried to B/S 10.95 3.89

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.

13.3 MEETINGS OF THE BOARD OF DIRECTORS

During the Financial Year 2014-15, the Company held 7 (Seven) of the Board of Directors as per Section 173 of Companies Act, 2013 which is summarized below. The provisions of Companies Act, 2013 and listing agreement were adhered to while considering the time gap between two meetings.

S. No. Date of Meeting Board Strength No. of Directors Present

1. 30.05.2014 04 04

2. 31.07.2014 04 04

3. 22.08.2014 04 04

4. 31.10.2014 04 04

5. 31.10.2014 04 04

6. 15.01.2015 04 04

7. 31.01.2015 04 04

13.4 AUDIT COMMITTEE

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

Name Status Category

Mr. Vijay Gupta Chairman Non Executive & Independent Director

Mr. Rajendra Gadodia Member Non Executive & Independent Director

Mrs. Sarita Aggarwal Member Non-Executive Director(Promoter)

13.5 NOMINATION AND REMUNERATION COMMITTEE

The company is having a Nomination and Remuneration Committee comprising of the following directors:

Name Status Category

Mr. Vijay Gupta Chairman Non Executive & Independent Director

Mr. Rajendra Gadodia Member Non Executive & Independent Director

Mrs. Sarita Aggarwal Member Non-Executive Director(Promoter)

13.6 STAKEHOLDERS RELATIONSHIP COMMITTEE

The company is having a Stakeholders Relationship Committee comprising of the following directors:

Name Status Category

Mr. Vijay Gupta Chairman Non Executive & Independent Director

Mr. Rajendra Gadodia Member Non Executive & Independent Director

Mrs. Sarita Aggarwal Member Non-Executive Director(Promoter)

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: 2'.

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-à-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.

24. DIRECTORS and KMP:

During the current financial year the following changes have occurred in the constitution of directors of the company:

S. Name Designation Date of Date of No. Appointment Cessation

1. Mr. Vijay Gupta Independent Director 30.09.2014 Continue

2. Mr. Rajendra Independent Director 30.09.2014 Continue Gadodia

3. Mr. Pawan Kumar Managing Director 15.01.2015 Continue Jindal

4. Mr. Shray Jindal CFO 15.01.2015 Continue

5. Mr. Rahul Company Secretary 15.01.2015 Continue

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 Pawan Kumar Jindal

Director Managing Director

DIN: 00524884 DIN: 00524690

Place: New Delhi

Date: May 30, 2015

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Mar 31, 2014

The Members of JINDAL CAPITAL LIMITED

The Directors have pleasure in presenting the 20th Annual Report of your company together with the audited accounts for the twelve months period ended on 31st March 2014.

FINANCIAL RESULTS

CURRENT YEAR PREVIOUS YEAR (RS. IN LACS) (RS. IN LACS)

Operating Profit before Depreciation 6.95 16.92

Less: Depreciation 4.01 3.91

Profit/(loss) before tax 2.94 13.01

Less: Provision for Tax (1.07) (3.10)

Net Profit/(loss) for the year 1.87 9.91

Prior Period adjustments 0.00 0.00

Surplus available 1.87 9.91

Surplus profit brought down from PY 2.01 (7.90)

Surplus available 3.89 2.01

Surplus profit carried to B/S 3.89 2.01

OPERATIONS

The performance of the company during the year under consideration been satisfactory. The operating profit before finance charges and depreciation is Rs. 15.83 Lakhs against profit of Rs.20.40 Lakhs of the previous year.

DIVIDEND

No dividend has been recommended.

DEPOSITS

As on March 31, 2014 no deposits from public have been accepted or renewed by the company.

FUTURE PROSPECTS

Your Directors are optimistic about the future prospects of the company and hope that improvement in share market will add substantially to the profitability of the company in the current year. .

UTILISATION OF FUNDS

The funds utilized in making investments in shares and debentures, inter corporate deposits. Inter corporate deposits have yield good returns without any single case of default. However, performance of investment in shares and debentures has been satisfactory.

CORPORATE GOVERNANCE

The Report on Corporate Governance along with certificate of Compliance from the Auditors is annexed to this report.

AUDITORS AND AUDITOR''S REPORT

M/s Mohan L. Jain & Co. Chartered Accountants, who retire at the conclusion of this Annual General Meeting and being eligible for re-appointment, have been appointed as Statutory Auditors of the Company. They have given certificate to the effect that the appointment, if made, would be within the provisions prescribed u/s 139 of the Companies Act, 2013. Your Directors recommend their appointment as Statutory Auditors for another year.

The observations in the Auditor''s report are dealt with in the notes to the accounts and at appropriate places in the accounts are self-explanatory and no further information is required.

CONSERVATION OF ENERGY, TECHNOLOGY, ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company has no activities relating to conservation of energy, technology and foreign exchange earnings & out go.

PARTICULARS OF EMPLOYEES

The information as per section 217(2A) of the Companies Act, 1956 read with the Companies (particulars of the Employees) Rules, 1975, is NIL as none of the employees is in receipt of remuneration in excess of limits specified in the rules.

DIRECTORS

Mr Pawan Kumar Jindal retires by rotation and being eligible for offers himself for re-appointment. Your Directors recommend his re-appointment.

As per notification of Section 149 and other applicable provisions of the Companies Act, 2013 your Direcotors are seeking appointment of Mr. Vijay Gupta and Mr. Rajendra Gadodia as Independent Director for five consecutive years for a term up to 31st March, 2019. Details of the proposal for appointment of Mr Vijay Gupta and Mr Rajendra Gadodia are mentioned in the Explanatory Statement under Section 102 of the Companies Act, 2013 of the Notice of the 20th Annual General Meeting.

DIRECTOR''S RESPONSIBILITY STATEMENT

Pursuant to the requirement u/s 217 (2AA) of companies Act 1956, with respect to Directors responsibility statement, it is hereby confirmed.

(i) That in the preparation of the accounts , the applicable accounting standards have been followed along with proper explanations relating to material departures:

(ii) That the Directors have selected such accounting policies and applied them consistently and made judgment and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the Financial Year and of the Profit and loss of the company for the year under review;

(iii) That the Directors have been taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of companies Act 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities:

(iv) That the Directors have prepared the accounts on a "going concern" basis.

ACKNOWLEDGEMENT

The Board of Directors thanks Reserve Bank of India , all other Banks, Stock Exchange and shareholders and customers for their continued support besides employees at all levels..

For & On Behalf of Board of Directors Place : Delhi Date : 22/08/2014 Pawan Kumar Jindal Director

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Mar 31, 2010

The Directors have pleasure in presenting the 16 Annual Report of your company together with the audited accounts for the twelve months period ended on 31st March 2010.

FINANCIAL RESULTS CURRENT YEAR PREVIOUS

YEAR YEAR

(Rs. In Lacs) (Rs. In Lacs)

Operating Profit before Depreciation 1.52 3.89

Less: Depreciation 1.53 1.03

Profit before tax (0.02) 2.86

Less: Provision for tax 0.15 0.94

Net Profit for the year (0.16) 1.92

Prior Period adjustments 0.36 0.00

Surplus profit brought down

From previous year 18.01 16.09

Surplus available 18.21 18.01

Surplus profit carried to B/S 18.21 18.01



DIVIDEND

No dividend has been recommended.

MANAGEMENT DISCUSSION AND ANALYSIS

INDUSTRY STRUCTURER AND DEVELOPMENT

The non banking finance companies (NBFC) continue to be buffered by competition:

From Banks having large volume of low cost funds. These banks have made NBFC to operate very difficult.

SEGMENT WISE OR PRODUCT WISE PERFORMANCE

The company is engaged primarily in the business of financing and sale purchase of shares and accordingly there are no separate reportable segments as per the Accounting Standard-17.

OUTLOOK

In order to complete in the adverse situation due to competition from institutions/banks, your company is strategically refocusing its business.

RISK AND CONCERNS

Dependence on fund based business and shares sale purchase continues to be difficult for NBFC s unless they are able to reduce their cost of funds very substantially.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The company has proper and adequate systems for internal control. Emphasis of internal control prevails across all areas of operations. The existing audit committee ensures proper compliance with the provisions of listing agreement with the stock exchanges and relevant provisions of companies act.

HUMAN RESOURCE DEVELOPMENT

Your company is fully committed to the development of its employees, training, skill enhancement and motivation of employees is a major activity in the company.

OPERATIONS

The performance of the company during the year under consideration has been satisfactory. The operating profit before interest, finance charges and depreciation is Rs. 1.52 Lakhs against Rs.3.89 Lakhs of the previous year.

DEPOSITS

As on March 31, 2010 no deposits from public have been accepted or renewed by the company.

RESEARCH

The company continued its efforts to provide better information and services to its clients and business associates on various research reports on market condition and on capital market.

FUTURE PROSPECTS

Your Directors are optimistic about the future prospects of the company and hope that improvement in share market will add substantially to the profitability of the company in the current year.

UTILISATION OF FUNDS

The funds utilized in making investments in shares and debentures, inter corporate deposits. Inter corporate deposits have yield good returns without any single case of default. However, performance of investment in shares and debentures has been satisfactory even in declining trend in capital market.

DIRECTORS

Mr. Pawan Kumar Jindal & Mrs. Sarita Agarwal retires by rotation as per the provisions of the companies Act, 1956 and being eligible, offers himself for re appointment.

AUDITORS AND AUDITORS REPORT

M/s Mohan L. Jain & Ce. Chartered Accountants, who retire at the conclusion of this Annual General Meeting and being eligible for re-appointment, have been appointed as Statutory Auditors of the Company. They have given certificate to the effect that the appointment, if made, within the limits prescribed u/s 224(1B) of the Companies Act, 1956. Your directors recommend their appointment as statutory Auditors for another year.

The observations in the Auditors report are dealt with in the notes to the accounts and at appropriate places in the accounts are self-explanatory and no further information is required.

PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY, ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO

The statement pursuant to section 217(1) (e) of the Companies Act, 1956 read with Companies (Disclosure of particulars in the report of the Board of Directors) Rules, 1988 is given below:

CONSERVATION OF ENERGY : NOT APPLICABLE, AS NOT A MANUFACTURING COMPANY.

TECHNOLOGY ABSORPTION : NOT APPLICABLE, INVOLVED IN INVESTMENT IN SHARES/GIVING INTER CORPORATE DEPOSITS.

FOREIGN EXCHANGE EARNING : NIL

FOREIGN EXCHANGE OUTGO : NIL

PERSONNEL

The Directors express their appreciation for the support given and contribution made by the employees at all levels to the successful operations of the company during the year.

Information as per section 2l7(2A) of the Companies Act, 1956 read with the Companies (particulars of the Employees) Rules, 1975, is NIL as none of the employees is in receipt of remuneration in excess of limits specified in the rules.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement u/s 217 (2AA) of companies Act 1956, with respect to Directors responsibility statement, it is hereby confirmed.

(i) That in the preparation of the accounts for the F.Y, 31st March, 2010, the applicable accounting standards have been followed along with proper explanations relating to material departures:

(ii) That the Directors have selected, such accounting policies and applied them consistently and made judgment and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the Financial Year and of the Profit and loss of the company for the year under review;

(iii) That the Directors have been taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of companies Act 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities:

(iv) That the Directors have prepared the accounts for the F.Y. ended 31st March, 2010 on a "going concern" basis.

(v) Information pursuant to listing agreement with the stock exchanges.

The name and address of the stock exchange where the companys share are listed:

The Bombay Stock exchange,

P J Towers, Dalai Street, Mumbai-01

The listing fee for 2010-11 for Mumbai stock exchange has been paid in time and there has been neither delisting nor suspension of shares from trading during the period under review.

APPRECIATION

The Board records its grateful appreciation for the sincere cooperation and valuable guidance from Banks, Central and State Government Authorities and Customers in conduct of its business.



For Jirnlal Capital Limited

Place: Delhi

Date : 17/08/2010 Pawan Kumar Jindal Sarita Agarwal

Director Director