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Classic Global Finance & Capital Ltd.

BSE: 538433 Sector: Financials
NSE: N.A. ISIN Code: INE854P01028
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VOLUME 4810
52-Week high 14.85
52-Week low 0.50
P/E 50.00
Mkt Cap.(Rs cr) 2
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.50
Sell Qty 349718.00
OPEN 0.50
CLOSE 0.52
VOLUME 4810
52-Week high 14.85
52-Week low 0.50
P/E 50.00
Mkt Cap.(Rs cr) 2
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.50
Sell Qty 349718.00

Classic Global Finance & Capital Ltd. (CLASSGLFIN) - Director Report

Company director report

Your Directors have great pleasure in presenting the Annual Report together with theAudited Accounts of the Company for the year ended at 31stMarch 2016.

FINANCIAL RESULTS

The summarized performance of the Company for the years 2015-16 and 2014-15 is givenbelow:

(Rupees in Lacs)

Particulars

For Financial Year Ended

31st March 2016 31st March 2015
Total Income 132.57 137.19
Total Expenditure 125.23 129.11
Profit before Tax 7.34 8.08
Less: Tax Expense 2.27 2.67
Add: Deffered Tax 0.04 0.08
Profit / (Loss) After Tax 5.10 5.49

DIVIDEND

During the year under review to plough back the profits in the business activity nodividend is recommended this year.

RESERVE AND SURPLUS

The amount of Rs. 510353.27 is being transferred in the reserve and Surplus as theCurrent year profit.

FINANCIAL PERFORMANCE

During the year under review the Company s income is Rs. 13257663.03/- as againstincome of Rs. 13718975.65/- in 2014-15.

CHANGE IN THE SHARE CAPITAL

During the period under review The Authorized Share Capital as on March 31 2016 isremained unchanged.

CHANGE IN THE NATURE OF BUSINESS

During the year the Company has not changed its nature of business.

DEPOSITS

The Company has not accepted deposit from the public falling within the ambit ofSection 73 of the Companies Act 2013 and The Companies (Acceptance of Deposits) Rules2014. No amount of principal or interest was outstanding as on the date of Balance Sheet.

MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICHTHE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

There have been no material changes and commitments which can affect the financialposition of the Company occurred between the end of the financial year of the Company anddate of this report.

RISK MANAGEMENT POLICY

The Company has devised and implemented a mechanism for risk management and hasdeveloped a Risk Management Policy. The Policy provides for constitution of a RiskCommittee which will work towards creating a Risk Register identifying internal andexternal risks and implementing risk mitigation steps. The Committee will on a quarterlybasis provide status updates to the Board of Directors of the Company.

PARTICULARS OF EMPLOYEES AND OTHER DISCLOSURE

The prescribed particulars of Employees required under Section 197(12) of the CompaniesAct 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 is given herein below:

The information required pursuant to Section 197(12) read with Rule 5(2) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect ofEmployees of the Company will be provided on request. In terms of Section 136 of the Actthe reports and accounts are being sent to the members and others entitled theretoexcluding the information on employees particulars mentioned in rule 5(2) of the said rulewhich is available for inspection by the Members at the Registered Office of the Companyduring the business hours on working days of the Company upto the date of ensuing AnnualGeneral Meeting. If any Member is interest in inspecting the same such Member may writeto the Compliance officer in advance.

DETAILS PERTAINING TO REMUNERATION AS REQUIRED UNDER SECTION 197(12) OF THE COMPANIESACT 2013 READ WITH RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIALPERSONNEL) RULES 2014

Name of Director/KMP and Designation Remuneration of Director/ KMP for FY 2015-16(Rs. In Lakhs) % increase in Remuneration in FY 2015- 16** Ratio of Remuneration of Director to Median Remuneration of employees Ratio of Remuneration of Director to Median Remuneration of Employees
1. Mr. Vinod Kumar Garg Director Nil N.A. N.A. N.A.

The number of permanent employees as on 31st March 2016 was 2.

Average of remuneration of employees excluding KMPs Nil

No employee's remuneration for the year 2015-16 exceeded the remuneration of any of theDirectors.

Company's performance has been provided in the Directors' Report which forms part ofthe

Board Report.

The remuneration of Directors KMPs and other employees is in accordance with theRemuneration Policy of the Company.

STATEMENT CONTAINING THE PARTICULARS OF EMPLOYEES IN ACCORDANCE WITH SECTION 197 OF THECOMPANIES ACT 2013 READ WITH RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OFMANAGERIAL PERSONNEL) RULES 2014 AND FORMING PART OF DIRECTORS'

REPORT FOR THE FINANCIAL YEAR ENDED MARCH 31 2015 NOT APPLICABLE

NAME OF THE COMPANIES WHICH HAVE BEEN BECOME OR CEASED TO BE ITS SUBSIDIARIES ANDASSOCIATE COMPANIES DURING THE YEAR

Since the Company has no subsidiaries as on 31st March 2016 provision ofsection 129 of the Companies Act 2013 is not applicable.

STATE OF COMPANY AFFAIRS:

The Company is complying with all the applicable laws and provisions and there is noadverse action against the business operations of the Company.

STATUTORY AUDITORS

The ratification of Statutory Auditors M/s. K. G. & Associates CharteredAccountants have been recommended to the Shareholders for the approval for the financialyear 2015-16 in terms of the provisions of section 139 of Companies Act 2013.

AUDITORS' REPORT

The Notes on Financial Statements referred to in the Auditors Report areself-explanatory and therefore in the opinion of the Directors do not call for furthercomments.

EXTRACT OF THE ANNUAL RETURN

The extract of the annual return in form MGT 9 has been annexed to the Report asAnnexure.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars as required under the provisions of Section 314(3)(m) of the CompaniesAct 2013 read with Rule 8(3) of The Companies (Accounts) Rules 2014 in respect ofConservation of Energy and Technology Absorption have not been furnished considering thenature of activities undertaken by the Company during the year under review.

There was no foreign exchange earning & outgo during the financial year underreview.

CHANGE OF REGISTERED OFFICE

During the period the Company has not changed its Registered Office.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

During the year under review the Company is not required to comply with the provisionsrelated to Corporate Social Responsibility on the basis of its financial statement.

DIRECTOR'S & COMMITTEES:

a) Changes in Directors and Key Managerial Personnel

During the year under review 2015-16 there was no change in the Board of the Company.

b) Declaration by an Independent Director(s) and re- appointment if any

All Independent Directors have given declaration that they meet the criteria ofindependence as laid down under Section 149(6) of the Companies Act and ListingAgreement.

c) Formal Annual Evaluation of Board

Pursuant to the provisions of companies Act 2013 the Board has carried out annualperformance evaluation of its own performance the directors individually as well theevaluation of the working of its Audit Nomination & Remuneration and StakeholderRelation committee.

SEXUAL HARASSMENT:

The Company has zero tolerance for Sexual Harassment at workplace and has adopted aPolicy on prevention of Sexual Harassment in line with the provisions of Sexual Harassmentof Woman at Workplace (Prevention Prohibition and Redresssal) Act 2013 and the Rulesmade there under. There was no complaint on sexual harassment during the year underreview.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

BOARD MEETINGS

During the year the Board of your company met Eight times on. The intervening gapbetween the Meetings was within the period prescribed under the Companies Act 2013.30.05.2015 14.08.2015 01.09.2015 14.11.2015 30.11.2015 12.02.2016 and 28.03.2016.

COMPOSITION AND MEETINGS OF AUDIT COMMITTEE

The Composition and terms of reference of the Committee satisfy the requirementsSection 177 of the Companies Act 2013. Audit Committee met 5 times during the financialyear 2015-16 on 30.05.2015 14.08.2015 01.09.2015 14.11.2015 and 12.02.2016.

The composition as on 31.03.2016:

Name of Member Designation Category
Ms. Geeta Devi Chairman Non Executive and Independent Director
Mr. Ranjeet Kumar Member Non Executive and Non Independent Director
Mr. Virender Singh Rana Member Non Executive and Independent Director

COMPOSITION AND MEETINGS OF STAKEHOLDER RELATIONSHIP COMMITTEE

The Composition and terms of reference of the Committee satisfy the requirementsSection 178 of the Companies Act 2013. The Committee met 4 times during the financialyear 2015-16 on 30.05.2015 14.08.2015 14.11.2015 and 12.02.2016.

During the year under review the committee further re-constituted and at presentfollowing is the composition as on 31.03.2016:

Name of Member Designation Category
Mr. Virender Singh Rana Chairman Non Executive and Independent Director
Mr. Ranjeet Kumar Member Non Executive and Non Independent Director
Ms. Geeta Devi Member Non Executive and Independent Director

NOMINATION & REMUNERATION COMMITTEE & ITS POLICY

The Company has duly constituted Nomination and Remuneration Committee to align withthe requirements prescribed under the provisions of the Companies Act 2013.

During the year under review the committee further re-constituted and at presentfollowing is the composition as on 31.03.2016:

Name of Member Designation Category
Mr. Virender Singh Rana Chairman Non Executive and Independent Director
Ms. Geeta Devi Member Non Executive and Non Independent Director
Mr. Ranjeet Kumar Member Non Executive and Independent Director

DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES

During the year as per Section 177(9) read with Rule 7(1) of The Companies (Meeting ofBoard and its Powers) Rules 2014 Company is required to establish a Vigil Mechanism forits Directors and employees. In order to ensure that the activities of the Company and itsemployees are conducted in a fair and transparent manner by adoption of highest standardsof professionalism honesty integrity and ethical behavior the company has adopted avigil mechanism policy. This policy has been updated on the website of company.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186

During the year Company has not provided Loans Guarantees and Investments coveredunder the provisions of Section 186 of the Companies Act 2013.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The Company has no material significant transactions with its related parties which mayhave a potential conflict with the interest of the Company at large. The details oftransactions with the Company and related parties are given for information under notes toAccounts.

MANAGERIAL REMUNERATION POLICY

Provisions relating to Managerial Remuneration as per Section 197 read with Rule 5 ofThe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 The Boardhas on the recommendation of the Nomination & Remuneration Committee framed a Policyfor Selection and appointment of Directors Senior management and their Remuneration.

DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THEFINANCIAL STATEMENTS

The Company maintains appropriate systems of internal control including monitoringprocedures to ensure that all assets are safeguarded against loss from unauthorized useor disposition. Company policies guidelines and procedures provide for adequate checksand balances and are meant to ensure that all transactions are authorized recorded andreported correctly.

SECRETARIAL AUDIT REPORT AND EXPLANATION TO THE QUALIFICATIONS REPORTED IN THE REPORT

Pursuant to the provisions relating to Secretarial Audit as per Section 204 read withRule 9 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 the Company has appointed M/s. Sumit Gupta & Associates Company Secretaries toundertake the Secretarial audit of the Company for the Financial Year 2015-16 and thereport is attached herewith.

With respect to the qualifications the Company is looking candidate for the post ofCompany Secretary and Chief Financial officer Company is filing the requiredinformation/compliances timely.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING

CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE

No significant and material orders have been passed by the regulators or courts ortribunals impacting the going concern status and company s operations in future.

AUDIT OBSERVATIONS

Auditors observations are suitably explained in notes to the Accounts and areself-explanatory.

HUMAN RESOURCES

There are no employees as on date on the rolls of the Company who are in receipt ofRemuneration which requires disclosures under Section 134 of the Companies Act 2013 andCompanies (Particulars of Employees) Rules 1975.

During the year under review relationship with the employees is cordial.

INDEPENDENT DIRECTORS' MEETING

During the year under review the Independent Directors met on 14thNovember 2015 inter alia discussed:

Evaluation of the performance of Non-independent Directors and the Board of Directorsas a whole.

Evaluation of the performance of the chairman of the Company taking into account theviews of the Executive and Non-executive directors.

Evaluation of the quality content and timelines of flow of information between the

Management and the Board that is necessary for the Board to effectively and reasonablyperform its duties.

All the Independent Directors were present at the Meeting.

DIRECTORS' RESPONSIBILITY STATEMENT

The Directors Responsibility Statement referred to in clause (c) of sub-section (3) ofSection 134 of the Companies Act 2013 shall state that -

(a) In the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;

(b) the directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe profit and loss of the company for that period;

(c) The directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities; (d)The directors had prepared the annual accounts on a going concern basis; and

(e) The directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.

(f) The directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

ACKNOWLEDGEMENT

Directors take this opportunity to express their thanks to various departments of theCentral and State Government Bankers Material Suppliers Customers and Shareholders fortheir continued support and guidance. The Directors wish to place on record theirappreciation for the dedicated efforts put in by the employees of the Company at alllevels

By Order of the Board of Directors
For Classic Global Finance and Capital Limited
Sd/- Sd/-
Place: New Delhi Vinod Kumar Garg Virender Singh Rana
Date: 01.09.2015 Director Director
DIN 00504829 DIN 06782773