Directors Report of Kapil Raj Finance Ltd.

Mar 31, 2015

Dear Shareholders,

The Directors have pleasure in presenting their 29th Annual Report and the audited financial statement for the financial year ended March 31, 2015.

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 2014-2015 2013-2014 (Rs.) (Rs.)

Net Revenue from Operations Nil Nil

Other Income 30,66,624 5,12,792

Profit before depreciation and extraordinary item and tax 233,618 188,950

Exceptional & extraordinary item Nil Nil

Profit before tax 233,618 188,950

Current tax 219, 850 64, 838

Profit after tax 13,768 124,112

Amount Transferred to Reserves 13,768 124,112

REVIEW OF OPERATIONS AND FUTURE PROSPECTS:

During the year under review the Company by way of other income has generated a revenue of Rs. 30,66,624/- as compared to Rs. 5,12,792/- in the previous year. The Profit before tax for the year is Rs. 233,618/- as compared to Rs. 188,950/- in the previous year. The net profit after tax is Rs. 13,768/- as compared to Rs. 124,112/-.

TRANSFER TO RESERVES:

The credit balance of Profit and Loss account is transferred to Profit & Loss Account Reserves in Balance sheet.

DIVIDEND:

In order to conserve the reserves your Directors have decided to plough back the profit and therefore does not recommend dividend for the financial year 2014-15.

DIRECTORS:

Pursuant to Sections 149,152 and other applicable provisions, if any, 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 reappointment at every AGM. Consecutively Ms. Sapna Naithani, Director will retire by rotation at the ensuing AGM, and being eligible offer herself for re- appointment in accordance with the provisions of the Companies Act, 2013.

Ms. Falguni Raval (DIN- 07197547) who was appointed as Additional Director and consequently as Executive Director on June 1, 2015 pursuant to provision of section 161(1), 197, 198 and 203 if any, of the Companies Act, 2013 (Act) confirms her appointment as Executive director on the terms and conditions as mutually decided by the Board of Directors of the Company and Ms. Falguni Raval.

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

Declaration by an Independent Director(s) that they meets the criteria of independence as provided in subsection (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

In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, there are NIL employees drawing remuneration in excess of the limits prescribed in the act.

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as 'Annexure –A' 'which forms part of this report.

KEY MANAGERIAL PERSONNEL

The Key Managerial Personnel (KMP) in the Company as per Section 2(51) and 203 of the Companies Act, 2013 are as follows:

Atul Doshi Chairman & Managing Director

Falguni Raval Executive Director

Ruchi Bhandari Company Secretary & Compliance Officer

PERFORMANCE EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, during the year under review, the Board carried out the annual evaluation of its own performance. A structured questionnaire covering various aspects of the Board's 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

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

The Company has vigorously taken steps to follow the best corporate governance practices aimed at building trust among the key stakeholders, shareholders, employees, customers, suppliers and other stakeholders on four key elements of corporate governance - transparency, fairness, disclosure and accountability and the Certificate from Practicing Company Secretary forms a part of this Report.

DIRECTORS' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statement:

(i) That in the presentation of the annual accounts for the year ended March 31, 2015, 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, 2015 and of the profit of the Company for the year ended on that date;

(iii) 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;

(iv) That the annual accounts have been prepared on a going concern basis.

(v) That internal financial controls followed by the Company are adequate and were operating effectively

(vi) That the system to ensure compliance with the provisions of all applicable laws were adequate and operating effectively The Company is exposed to inherent uncertainties owing to the sectors in which it operates. A key factor in determining a company's capacity to create sustainable value is the risks that the company is willing to take (at strategic and operational levels) and its ability to manage them effectively. Many risks exist in a company's operating environment and they emerge on a regular basis. The Company's Risk Management process focuses on ensuring that these risks are identified on a timely basis and addressed.

SUBSIDIARIES COMPANIES:

The Company did 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

(a) Energy conservation measures taken : Nil

(b) Additional investments and proposals if any, being implemented for reduction of consumption of energy : Nil

(c) 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

(d) Total energy consumption and energy consumption per unit of production: Nil

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

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

CHANGE IN CAPITAL STRUCTURE AND LISTING OF SHARES

The Company's shares are listed on the Delhi Stock Exchange Limited (DSE) and Metropolitan Stock Exchange limited. The details of the same are mentioned below as on March 31, 2015:

Name of the Stock Exchange Number of shares (Equity) listed on the stock exchange

Delhi Stock Exchange Limited 5140000

Metropolitan Stock Exchange limited 5140000

During the year under review the Company has allotted 49,40,000 Equity Shares on May 28, 2014 on preferential basis to promoters and non-promoters on preferential basis.

SECRETARIAL AUDITORS AND THEIR REPORT

Mr. Amit R. Dadheech & Associates, Company Secretaries, was appointed as Secretarial Auditors of the Company for the financial year 2014-15 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 'B' and forms part of this report.

The qualifications marked by the Secretarial Auditors in the Report issued by them for the financial year 2014-15, are self explanatory and does not require any comments.

CHANGE OF STATUTORY AUDITOR OF THE COMPANY

The present Auditor of the Company had vide their letter dated August 28, 2015 have expressed their unwillingness to continue as the Statutory Auditor of the Company due to their preoccupation in other assignments, the Board of Directors have recommended the appointment of CA Kamlesh Mehta having MEMBERSHIP NO – 036323, Chartered Accountant & partner of SHAH GANDHI & CO (FRN . 109569W) as the statutory auditor of the Company for the financial year 2015-16, also the Company have received the eligibility letter under section 139 of the Company Act 2013, stating that if their appointment is confirmed, it will be in conformity under the provisions of the Act.

DEPOSITS

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

INSURANCE

The Company has taken insurance cover for its assets to the extent required.

SIGNFICANT / MATERIAL ORDERS PASSED IMPACTING ON GOING CONCERN STATUS AND COMPANY'S OPERATIONS

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

RELATED PARTIES TRANSACTIONS

All the transactions with related parties are in the ordinary course of business and on arm's length basis. The details of the transactions entered into between the Company and the related parties are given in AOC-2 attached as Annexure 'c'

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

The transactions entered by the Company under the provision of section 186 of the Companies Act, 2013 are within the limit prescribed under the Act. The details of the same are provided as Annexure 'D'

BOARD MEETINGS

During the financial year 2014-2015, the Board of Directors met 12 times. The gap between any two meetings has been less than four months.

Details of the Board of Directors and Attendance Record of Directors during the financial year ended March 31, 2015 is as under:

No. of meetings No. of meetings Name of director held Attended

Mr. Umesh Pravinchandra Parekh 12 12

Mr. Heeralal Rambaratram Jaiswar 12 12

Mr. Santosh Gangaram Mohite 12 12

Mr. Sanjay Kumar Naithani**

Mr. Sapna Naithani 12 6

Mr. Atul Chimanlal Doshi 12 12

Ms. Falguni Chintan Raval* 0 0

*Appointed on 01/06/2015

**Resigned on 01/09/2015

EXTRACT OF THE ANNUAL RETURN

An extract of the Annual Return for the year ended March 31, 2015 as provided under sub- section (3) of Section 92 and prescribed under Rule 12 of Companies (Management & Administration) Rules, 2014 in the prescribed form MGT-9 is attached as Annexure 'E' and forms part of this report.

BOARD COMMITTEES

The Company has the following Committees of the Board:

- Audit Committee

- Stakeholders Relationship Committee

- Nomination & Remuneration Committee

The composition of each of the above Committees, their respective role and responsibility is as detailed in the Report of Corporate Governance.

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.

INTERNAL FINANCIAL CONTROL

The Company believes that internal control is a necessary concomitant of 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.

The Company's 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 off : 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.

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.

Place: Delhi By Order and on behalf of the board

Dated: 1 September, 2015

Registered Office: Sd/-

8/33, III Floor, Satbhrava School Marg Atul C. Doshi

W.E.A, Karol Bagh Chairman & Managing Director

Delhi - 110005 Din 06826992