Kapil Raj Finance Ltd Directors Report

To,

The Members

Kapil Raj Finance Limited

Your Directors have pleasure in presenting their 36^th Annual Report and the Audited financial statement for the financial year ended March 31, 2022.

OPERATION AND FINANCIAL RESULTS:

The summary of operation and financial results of the company for the year with comparative figures for last year is as under:

Particulars	Standalone
	2021-22 (Rs.)	2020-21 (Rs.)
Net Revenue from Operations	-	75.01
Other Income	-	26.76
Profit before Exceptional and Extra ordinary items and tax	-14.73	56.82
Extra Ordinary Items	-
Profit after Exceptional and Extra ordinary items and tax	-11.02	56.82
Amount Transferred to Reserves	-	-

REVIEW OF OPERATIONS AND FUTURE PROSPECTS:

NIL income for for the financial year ended 31 March, 2022 as compared to last years Standalone total income of Rs. 75.01.loss incurred by your Company in the current financial year 11.02 lacs as compared to the profit of Rs. 56.82 in the previous financial year.

TRANSFER TO RESERVES:

The credit balance of Profit and Loss account is transferred to reserves in Balance sheet.

DIVIDEND:

Your Directors has decided to plough back the profit and therefore it was decided to not declare any dividend. DIRECTORS:

Pursuant to Sections 149, 152 and other applicable provisions of the Companies Act, 2013, one-third of such of the Directors as are liable to retire by rotation shall retire every year and if eligible offer themselves for re-appointment at every Annual General Meeting. Consecutively, Ms Madhu Neelesh kumar Lahoti, Director will retire by rotation at the ensuing Annual General Meeting and being eligible offer himself for re-appointment in accordance with the provisions of the Companies Act, 2013.

Following are the Details of Directors on the Board of the Company:

Sr. No.	Name of Directors	DIN
1.	PRAVIN SALVI PRAKASH	03346896
2.	MADHU NEELESHKUMAR LAHOTI	08266202
3.	SANTOSH RANI	09155303
4.	SAVRAJ SINGH	09207736
5.	GURSHARANDEEP KAUR	09229810

Further, during the year under review, following are the Key managerial Personnel in the Company as per Section 2(51) and 203 of the Companies Act, 2013 are as follows:

Sr.N o.	Name of Directors	DIN / PAN	DATE OF APPOINTMENT/RESIGNAT IO N	DESIGNATION
1.	PRAVIN SALVI PRAKASH	03346896	Appointed w.e.f 12-01-2022	Whole Time Director
2.	MADHU NEELESHKUMAR LAHOTI	08266202	Appointed w.e.f 12-01-2022	Director
4.	SHASHI SINGLA	06919225	Resigned w.e.f 31/01/2022	Independent Director

DECLARATION BY INDEPENDENT DIRECTOR: (SECTION 134 (3)(D)

The Declaration by an Independent Director(s) that they meet the criteria of independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013 is enclosed.

An independent director shall hold office for a term up to five consecutive years on the Board of a Company and shall not be eligible for reappointment for next five years on passing of a special resolution by the Company.

PARTICULARS OF REMUNERATION OF DIRECTORS/KMP/EMPLOYEES

The remuneration policy is directed towards rewarding performance, based on review of achievements. It is aimed at attracting and retaining high caliber talent. The remuneration policy is in consonance with the existing practice in the Industry.

PERFORMANCE EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and as per SEBI (LODR), 2015, during the year under review, the Board carried out the annual evaluation of its own performance. A structured questionnaire covering various aspects of the Boards functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligation and governance was distributed to each member of the Board and inputs were received. The performance evaluation of the Independent Directors who will be appointed at the ensuing Annual General Meeting was carried out by the entire Board. The performance evaluation of Non-Independent Directors and the Board as a whole was carried out by the Independent Directors. The Directors expressed their satisfaction with the evaluation process.

SHARE CAPITAL:

During the year under review, the Company is having Authorized Share Capital comprises of 10,000,000 Equity Shares of Rs. 10/- each amounting to Rs. 100,000,000/-. Further, the Subscribed, Issued and Paid up Capital comprises of 5,140,000 Equity Shares of Rs. 10/- amounting to Rs. 51,400,000/-. There is no change in the share capital of the Company during the year under review.

MANAGEMENT DISCUSSION AND ANALYSIS

A separate report on the Management Discussion and Analysis is attached as a separate part of this Annual Report. CORPORATE GOVERNANCE

In accordance with SEBI (LODR) Regulations, 2015 as entered with the Stock Exchange and some of the best practices followed internationally on Corporate Governance, the report containing the details of corporate governance systems and processes is as follows: At Kapil Raj Finance Limited, Corporate Governance is all about maintaining a valuable relationship and trust with all stakeholders. We consider stakeholders are playing very important role in our success, and we remain committed to maximizing stakeholder value, be it shareholders, employees, suppliers, customers, investors, communities or policy makers. This approach to value creation emanates from our belief that sound governance system, based on relationship and trust, is integral to creating enduring value for all. We have a defined policy framework for ethical conduct of businesses. We believe that any business conduct can be ethical only when it rests on the nine core values of Honesty, Integrity, Respect, Fairness, Purposefulness, Trust, Responsibility, Citizenship and Courage. The corporate governance is an important tool for the protection of shareholder and maximization of their long term values. The objective of Corporate Governance is to achieve excellence in business thereby increasing stakeholders worth in the long term which can be achieved keeping the interest of stakeholders and comply with all rules, regulations and laws. The principal characteristics of Corporate Governance are Transparency, Independence, Accountability, Responsibility, Fairness, and Social Responsibility along with efficient performance and respecting interests of the stakeholders and the society as a whole.

COMPANYS PHILOSOPHY ON CORPORATE GOVERNANCE

The Companys philosophy on corporate governance is been founded on the fundamental ideologies of the group viz., Trust, Value and Service. Obeying the law, both in letter and in spirit, is the foundation on which the Companys ethical standards are built. On adopting corporate governance, the Company shall make a constant endeavor to achieve excellence in Corporate Governance on continuing basis by following the principles of transparency, accountability and integrity in functioning, so as to constantly striving to enhance value for all stakeholders and the society in general. As a good corporate citizen, the Company will maintain sound corporate practices based on conscience, openness, fairness, professionalism and accountability in building confidence of its various stakeholders in it thereby paving the way for its long term success. We are making continuous efforts to adopt the best practices in corporate governance and we believe that the practices we are putting into place for the company shall go beyond adherence to regulatory framework. The Companys corporate governance philosophy has been further strengthened by adopting a Code of Fair Practice in accordance with the guidelines issued by Reserve Bank of India from time to time.

APPLICABILITY

As per the amendment made in the provisions of the Regulation 27 of SEBI (Listing Obligation And Disclosure Requirement) Regulation, 2015 with equity share capital of less than Rs 10 crores, (ii) companies having net worth not exceeding of Rs 25 crores, and (iii) companies listed on SME and SME-ITP platforms of the stock exchanges has to comply with the provision of SEBI (LODR) Regulation, 2015. Since the Paid Share Capital of the Company is below the Limit specified under the SEBI (LODR) Regulations, 2015, the provision / requirements of Corporate Governance as laid down under the SEBI (LODR) Regulations, 2015 is not applicable to the Company. However, the Company itself follows the standards of Corporate Governance, but the disclosures required to be done under Regulation 27 (2) of SEBI (LODR) Regulations, 2015 is not applicable to the Company.

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 statement:

i. That in the presentation of the annual accounts for the year ended March 31, 2022, applicable accounting standards have been followed and that there are no material departures;

ii. That they have, in the selection of the accounting policies, consulted the statutory auditors and have applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company for the year ended March 31, 2022

iii. and of the profit of the Company for the year ended on that date;

iv. That they have taken proper and sufficient care, to the best of their knowledge and ability, for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

v. That the annual accounts have been prepared on a going concern basis.

vi. That internal financial controls followed by the Company are adequate and were operating effectively

vii. That the systems to ensure compliance with the provisions of all applicable laws were adequate and operating effectively.

HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

The Company does not have any Holding/ Subsidiary/ Associate Company during the period under review.

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

Sr. no.	Particulars	Remarks
1	Energy conservation measures taken	NIL
2	Additional investments and proposals if any, being implemented for reduction of consumption of energy	NIL
3	Impact of the measures at (a) and (b) above for reduction of energy consumption and consequent impact on the cost of production of goods	NIL
4	Total energy consumption and energy consumption per unit of production	NIL

FORM-A: FORM FOR DISCLOSURE OF PARTICULARS WITH RESPECT TO CONSERVATION OF ENERGY

Sr. no.	Particulars	Remarks
A.	Power and fuel consumption	NIL
B.	Consumption per unit of production	NIL

TECHNOLOGY ABSORPTION

FORM-B: FORM FOR DISCLOSURE OF PARTICULARS WITH RESPECT TO TECHNOLOGY ABSORPTION ETC.,

I Research and Development	: Nil
II Technology Absorption, Adaptation and Innovation	: Nil
FOREIGN EXCHANGE EARNINGS AND OUTGO
I. Earnings in Foreign Exchange during the year	: Nil
II. Foreign Exchange outgo during the year	: Nil

PARTICULARS OF EMPLOYEES

Particulars of employees as required to be disclosed in terms of Section 134 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are made available at the registered office of the Company.

CLARIFICATION FOR OBSERVATIONS AS REPORTED BY STATUTORY AUDITOR IN THETR AUDIT REPORT

Pursuant to Section 139 of the Act, the observations of the Statutory Auditors, when read together with the relevant notes to the accounts and accounting policies are self-explanatory and do not calls for any further comment.

DEPOSITS

During the period under review, your Company has not accepted or invited any deposits from public.

SIGNFICANT / MATERIAL ORDERS PASSED IMPACTING ON GOING CONCERN STATUS AND COMPANYS OPERATIONS

There have been no significant and material orders passed by any regulators or courts or tribunals impacting the going concern status and companys operations in future.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013

The Company has made transactions which are within the limit of Loans, Guarantees or Investments under Section 186 of the Companies Act, 2013

BOARD MEETINGS

The Board meets at regular intervals to discuss and decide on Company / business policy and strategy apart from other Board business. The Board / Committee Meetings are pre-scheduled and a tentative annual calendar of the Board and Committee Meetings is circulated to the Directors in advance to facilitate them to plan their schedule and to ensure meaningful participation in the meetings. However, in case of a special and urgent business need, the Boards approval is taken by passing resolutions through circulation, as permitted by law, which are confirmed in the subsequent Board meeting.

The Board met 15(times during the financial year. The intervening gap between any two meetings was within the period prescribed by the Companies Act, 2013. The maximum interval between any two meetings did not exceed 120 days as prescribed under the Companies Act, 2013. None of the directors is a member in more than ten committees or acts as a Chairman in more than five committees across all companies in which he is a director.

The Composition of the Board and the number of directorships, memberships and chairmanship of committees as on March 31, 2022, are given below:

Name of the Directors	DIN	*No. of Directorship inBoards of other Co.	Committee Membership inall Companies	Chairmanship in committees where they are members
Santosh Rani	08432753	Nil	1	NIL
Savraj Singh	09207736	Nil	3	3
Gursharandeep Kaur	09229810	Nil	2	NIL
Pravin Salvi Prakash	03346896	7	NIL	NIL
Madhu Neeleshkumar Lahoti	08266202	2	NIL	NIL

NOTE:-

DETAILS OF RESIGNATION

1. Mr Shashi Singla, Independent Director of the company resigned from the post with effect from 31.01.2022

2. Mr Meehir Atul Doshi resigned from the post of CFO of the company from 19^th June, 2021

3. Mr Pradip Panachand Shah resigned from the post of directorship with effect from 3 ^rd August, 2021

4. Mr Umesh Pravinchandra Parkeh resigned from the directorship with effect from 19^th JUNE, 2021

5. Mr Meehir Atul Doshi resigned from the post of Directorship of the company from 3 ^rd August, 2021

6. Ms BINA SACHIN THAKKAR resigned from the post of director ship with effct from 12th October,2021

DETAILS OF APPOINTMENT

1. Appointment of Mr Shashi Singla as independent Director of the company with effect from 29 ^th April, 2021

2. Appointment of Mrs Santosh Rani as whole Time Director of the company with effect from 29^th April, 2021

3. Appointment of Mr Savraj Singh as Additional Non Executive Director of the company with effect from 19^th june, 2021

4. Mrs Santosh rani appointed as CFO of the company with effect from 19^th June, 2021

5. Ms Gursharandeep Kaur appointed as Additional Non Executive Director of the company with effect from 8 ^th July, 2021 BOARD MEETINGS AND ATTENDANCE

There were 8 Board Meeting held during the year and the same were held on

29.04.2021	31.05.2021	19.06.2021	29.06.2021	30.06.2021	08.07.2021
03-08-2021	14-08-2021	06-09-2021	12-10-2021	13-11-2021	12-01-2022
31-01-2022	03-02-2022	14-02-2022

Name of director	No. of meetings held	No. of meetings Attended	Last AGM Attended
Umesh Pravinchandra Parekh	15	2	No
Pradip Shah	15	3	No
Bina Thakkar	15	5	Yes
Meehir Doshi	15	5	No
Santosh Rani	15	15	Yes
Savraj Singh	15	13	Yes
Gursharandeep Kaur	15	10	Yes
Shahsi Singla	15	13	Yes

SECRETARIAL AUDITORS AND THEIR REPORT

Mr. Neeraj Jindal, Company Secretaries, was appointed as Secretarial Auditors of the Company for the financial year 202122. Pursuant to Section 204 of the Companies Act, 2013. The Secretarial Audit Report submitted by them in the prescribed form MR- 3 is attached as Annexure A and forms part of this report.

There are qualifications, observations and other remarks of the Secretarial Auditors in the Report issued by them for the financial year 2021-22 which are self explanatory in nature except point no 2 .

Point no 2 of the qualification and remark is as below:

1. The Company has not filed Form MGT 14 for approval of Financial Statements and Directors Report for financial year 201920 the management of the company is taking all the necessary actions to make good the non-compliance pointed by the secretarial auditor.

EXTRACT OF ANNUAL RETURN (MGT-9)

An extract of the Annual Return for the year ended March 31, 2022 as provided under sub-section (3) of Section 92 and prescribed under Rule 12 of Companies (Management & Administration) Rules, 2014 in Form MGT -9 is annexed herewith as Annexure II.

RELATED PARTIES TRANSACTIONS

All the transactions with related parties are in the ordinary course of business and on arms length basis. The details of the transactions entered into between the Company and the related parties are mentioned in the financial statements of the Company.

BOARD COMMITTEES

The Company has the following Committees of the Board:

> Audit Committee

> Stakeholders Relationship Committee

> Nomination & Remuneration Committee

VIGIL MECHANISM / WHISTLE BLOWER POLICY

In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the website of the Company at www.kapilrajfinanceltd.com under investors/policy documents/Vigil Mechanism Policy link.

INTERNAL FINANCIAL CONTROL

The Company believes that internal control necessarily follows the principle of prudent business governance that freedom of management should be exercised within a framework of appropriate checks and balances. The Company remains committed to ensuring an effective internal control environment that inter alia provides assurance on orderly and efficient conduct of operations, security of assets, prevention and detection of frauds/errors, accuracy and completeness of accounting records and the timely preparation of reliable financial information.

Companys independent and Internal Audit processes, both at the Business and Corporate levels, provide assurance on the adequacy and effectiveness of internal controls, compliance with operating systems, internal policies and regulatory requirements.

The Financial Statements of the Company are prepared on the basis of the Significant Accounting Policies that are carefully selected by management and approved by the Board. These, in turn are supported by a set of divisional Delegation Manual & Standard Operating Procedures (SOPs) that have been established for individual units/ areas of operations.

The Company has in place adequate internal financial controls with reference to the Financial Statements. Such controls have been tested during the year and no reportable material weakness in the design or operation was observed. Nonetheless the Company recognizes that any internal financial control framework, no matter how well designed, has inherent limitations and accordingly, regular audit and review processes ensure that such systems are reinforced on an ongoing basis.

RISK & MITIGATION

The Company has identified various risks faced by the Company from different areas. As per the provision of the Companies Act, 2013 and listing agreements, the, the Board had adopted a risks management policy whereby a proper framework is set up. Appropriate structures are present so that risks are inherently monitored and controlled. A combination of policies and procedures attempts to counter risks as and when they evolve.

COST AUDITORS

As the Company is operating in the service industry, cost audit is not applicable to the Company and hence no reporting is required.

DISCLOSURE AS REQUIRED UNDER SECTION 22 OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company is committed to provide a protective environment at workplace for all its women employees. To ensure that every woman employee is treated with dignity and respect and as mandated under "The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013" the Company has in place a formal policy for prevention of sexual harassment of its women employees.

The following is the summary of sexual harassment complaints received and disposed off during the current financial year.

Number of Complaints received : NIL

Number of Complaints disposed of : NIL

INDUSTRIAL RELATIONS:

The company maintained healthy, cordial and harmonious industrial relations at all levels, the enthusiasm and unstinting efforts of employees have enabled the company to remain at the leadership position in the industry it has taken various steps to improve productivity across organization.

OTHER DISCLOSURES:

a. There was no revision of financial statements and Boards Report of the Company during the year under review

b. There has been no change in the nature of business of the Company as on the date of this report

c. No application has been made under the Insolvency and Bankruptcy Code; hence the requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year is not applicable.

d. The requirement to disclose the details of the difference between the amount of valuation done at the time of onetime settlement and the valuation done while taking a loan from the Banks or Financial Institutions along with the reasons thereof, is not applicable.

ACKNOWLEDGEMENT

Your Directors wish to acknowledge all their stakeholders and are grateful for the excellent support received from the shareholders, Bankers, Financial Institutions, Government authorities, esteemed corporate clients, customers and other business associates. Your Directors recognize and appreciate the hard work and efforts put in by all the employees of the Company and their contribution to the growth of the Company in a very challenging environment.

Date: 3rd September, 2022	For KAPIL RAJ FINANCE LIMITED
Place: Delhi
	SD/-
	Santosh Rani
	(Whole Time
	Director)
	DIN:09155303