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GDL Leasing & Finance Ltd.

BSE: 530855 Sector: Financials
NSE: N.A. ISIN Code: INE545E01018
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GDL Leasing & Finance Ltd. (GDLLEASING) - Director Report

Company director report

Dear Members

Your Directors are pleased to present the 22nd Annual Report on the business andoperation of the Company along with Audited Accounts for the financial year ended 31stMarch 2015

Financial Highlights

Details Year Ended 31.03.2015 Year Ended 31.03.2014
Total Revenue 34.15 27.69
Expenditure 33.02 25.92
Depreciation .02 0.12
Exceptional Items
Profit/(Loss) before Tax 1.11 1.65
Provision for Tax 1.09 0.51
Net Profit/(Loss) .02 1.14

During the year your Company has deployed the funds in various areas viz.. InterCorporate Deposits Loans to individuals & firms. Primary Market Secondary Market andDeposit with Banks etc. Since your company mainly concentrated on Loans & Advances tovarious Individuals firms corporate etc and earned a good interest income. The NetProfit after tax generated during the year Is Rs. 2250 has fall in the year as compared toUs.1.14 Lacs In the previous year

SHARE CAPITAL

The Issued subscribed and paid up capital of the Company is Rs30101000 (Rupees ThreeCrore One Lacs One Thousands) divided Into 3010100 (Thirty Lacs Ten Thousand OneHundred) equity shares of Rs 10 each.

There has been no change in the share capital of the Company during the year.

DIVIDEND

The Board of Directors of your company is of the opinion that during the year Companyhas not generated much profit and keeping In view the future fund requirements of thecompany your directors do not recommended any dividend for the financial year ended 31stMarch 2014. The Board assures you to present a much strong financial statements in comingyears.

TRANSFER TO RESERVES

The position of reserves is at the end of financial year ended March 31 2015 is asfollows:

Amount in Rs.
31.03.2015 30.03.2014
Balance Brought Forward 1258179.61 1149443.49
Less: Income Tax A.Y. 2008-09 _ (2211.90)
Less: Income TaxA.Y. 2012-13 _ (3371.00)
Fixed Assets W/off. (18120.04) .
Profit For The Year 2250.65 114319.02
Total 1242310.22 1258179.61

AUDITORS

The Members of the Company had at its 21st Annual General Meeting held on 30thSeptember 2014 approved the appointment of M/s. Galhotra & Associates CharteredAccountants having registration No. 010126N as the Statutory Auditor of the Company uptothe conclusion of Annual General Meeting (AGM) to be held in the financial year 2014-15and offer themselves for re-appointment. The said Auditors have furnished the Certificateof their eligibility for re-appointment.

In view of the rule 3(7) of Companies (Audit and Auditors) Rules 2014 the appointmentof M/s. Galhotra & Associates. Chartered Accountants from the conclusion of thisensuing AGM until the conclusion of the next Annual to be held in the financial year2016-17 Is being placed for members' ratification.

The Board recommends the appointment of M/s Galhotra & Associates. CharteredAccountants the Statutory Auditors of the Company till the conclusion of next AnnualGeneral Meeting.

As required under Section 139 of the Companies Act 2013 the Company has obtained awritten consent from the Auditors to such continued appointment and also a certificatefrom them to the effect that their appointment if ratified would be in accordance withthe conditions prescribed under the Companies Act 2013 and the rules made thereunder asmay be applicable.

AUDITORS' REPORT

The Auditors' report on the financial statement for the financial year 2014-15 is selfexplanatory. However auditors have given certain opinions on some matters and Managementis taking effective steps to reconcile the matters as soon as possible.

SECRETARIAL AUDITOR

The Board of Directors has appointed Harpreet Parashar Practicing Company Secretaryto conduct Secretarial Audit under the provisions of Section 204 of the Companies Act2013 forthefinancial year 2014-15. The Secretarial Audit Report Is annexed herewith andmarked as Annexure I to this Report.

DIRECTORATE

During the financial year 2014-15 Mr. Kamal Kumar was appointed as additional non-executive Independent director of your Company at the meeting of the Board of Directorsheld on 4th September 2014 and subsequently he was appointed as a Non-ExecutiveIndependent Director by the shareholders at the AGM held on 30th September 2014.

The Board of Directors at its meeting held on 13th November 2014 has accepted theresignation of Mr. Jitender Kumar. The Board expressed its deep appreciation for thevaluable services rendered by both the Directors.

I n accordance with the requirements of the Companies Act 2013 and the Company'sArticles of Association Mrs. Sangeeta Gangwani Director of the Company retires byrotation and shown her willingness for Re-appointment.

The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet the criteria of independence as prescribed under Section 149(6)of the Companies Act 2013

KEY MANAGERIAL PERSONS

Your Directors has appointed Ms. SangeetS Gangwani as the chief financial Officer ofthe Company during the year under review.

BOARD EVALUATION

The Board of Directors has carried out an annual evaluation of its own performance andindividual directors pursuant to the provisions of the Companies Act 2013. Theperformance of the Board was evaluated by the Board on the basis of the criteria such asthe Board composition and structure effectiveness of Board process information andfunctioning etc. The Board and Nomination and Remuneration Committee reviewed theperformance of the individual directors on the basis of the criteria such as thecontribution of individual director to the Board and committee meetings like preparednesson the issue to be discuss meaningful and constructive contribution and inputs inmeetings etc. In a separate meeting of independent directors performance ofnon-independent director performance of the Board as a whole and performance of Chairmanwas evaluated.

EFFICIENT INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

Adequate internal controls have been laid down by the Company to safeguard and protectits assets as well as to improve the overall productivity of its operations. All thetransactions are properly authorized recorded and reported to the management. The Companyis following all the applicable Accounting Standards for properly maintaining the books ofaccounts and reporting financial statements. The detailed process of review not onlyensures reliability of control systems and legal compliances with applicable legislationdefined policies and processes but also reviews efficiency of systems and ensuressafeguarding of tangible and intangible assets.

CORPORATE GOVERNANCE REPORT

SEBI Vide its Circular CIR/CFD/POLICY CELL/7/2014 dated September 15 2014 hasmandated applicability of Clause 49 of the Listing Agreement to those companies havingpaid up equity share capital exceeding Rs.10 crore and Net Worth exceeding Rs.25 crore ason the last day of the previous financial year.

Thus paid up share capital and net worth of your company do not come under the purviewof applicability of clause 49 of Listing Agreement as per the circular i.e.CorporateGovernance. Therefore Report of Corporate Governance is not attached herewith.

In spite of above said SEBI circular Your Company adopts best practices for corporategovernance disclosure standard and enhanced shareholder value while protecting theinterest of all other stakeholders including clients its employee. This has enabled yourCompany to earn the trust and goodwill of its investors business partners employees andthe communities in which it operates. Your directors believe that Company profitabilitymust go hand in hand with a sense of responsibility towards all stakeholders employee andcommunities.

NOMINATION & REMUNERATION POLICY

The Board of Directors on the recommendation of the Nomination & RemunerationCommittee framed a policy for selection and appointment of Directors Key ManagerialPersonnel Senior Management and their remuneration as required under Section 178 of theCompanies Act 2013. The Nomination & Remuneration Policy of the Company Is annexedherewith and marked as Annexure II to this Report.

RISK MANAGEMENT

The Company has a Risk Management Manual in place that defines the policies lays outthe strategies and methodology to decide on the risk taking ability of the organization.

The Company constantly reviews Its exposure to various types of risk whether it beregulatory operational environmental financial or political. The Company has In placeadequate systems to ensure compliance with all regulatory and statutory matters reviewsthe same on a periodic basis and takes appropriate corrective action when necessary.

DIRECTOR'S RESPONSIBILITY STATEMENT

The Board of Directors acknowledges the responsibility for ensuring compliance with theprovisions of Section 134(3)(c) read with Section 134(5) of the Companies Act 2013 In thepreparation of the annual accounts for the year ended 31st March 2015 and state that:

a. In the preparation of the annual accounts for the financial year ended on 31stMarch 2015 the applicable accounting standards had been followed along with properexplanation 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;

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; and

f .The directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.

PARTICULARS OF EMPLOYEES

During the year under review no employee is covered as per rules 5(2) & (3) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 therefore nostatement is required be given showing the names and other particulars of the employeesdrawing remuneration in excess of the limits set out in the said rules are not applicable.

PARTICULARS OF REMUNERATION

The information required under Section 197(12) of the Companies Act 2013 read withRule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014

i) the ratio of the remuneration of each Director to the median remuneration of theemployees of the Company for the financial year 2014-15:

Sr. No. Name of Director Remuneration paid for FY 2015 Remuneration paid for FY2015 Ratio
1 Deepak Kumar Gangwani 192000 194000 1.29
2 Gopi Chand Gangwani 192000 192000 1.29
3 Sangeeta Gangwani 204000 192000 1.38
4 Bharti Kukreja 800O 8000 0.05
5 Saqar Das 8000 8000 0.05
6 Jitendra Kumar 3000 8000
7 Kamal Kumar 5000 0.00

ii) The percentage increase in remuneration of each Director Chief Financial OfficerChief Executive Officer Company Secretary or Manager if any in the financial year2014-15:

Remuneration has been increase of Mrs. Sangeeta Gangwani by 6.25% other than Mrs.Sangeeta Gangwani there has been no increment in the remuneration paid to Director.

iii) the percentage increase in the median remuneration of employees in the financialyear 2014-15: There has been no change in the median remuneration paid to the employees.

iv) The number of permanent employees on the rolls of company:5

v) The explanation on the relationship between average increase in remuneration andcompany performance:

During the financial year 2014-15 Company has paid Rs. 750000 as remuneration to theemployees as compared to Rs. 771000 in the previous financial year.

The Company has registered profit of Rs. 2250.65 loss for the financial year 2014-15 ascompared to Rs. 114319.02 in the previous financial year.

vi) comparison of the remuneration of the Key Managerial Personnel against theperformance of the Company:

No Remuneration is being paid to Key Managerial personnel of the Company in thefinancial year 2014-15 therefore increment in the remuneration of Key

Managerial Personnel is not ascertainable.

vii) variations in the market capitalisation of the Company price earnings ratio as atthe closing date of the current financial year and previous financial year and percentageincrease over decrease in the market quotations of the shares of the Company in comparisonto the rate at which the Company came out with the last public offer the variations inthe net worth of the Company as at the close of the current financial year and previousfinancial year:

Particulars Unit As at 31" March 2015 As at 31" March 2014 Variation
Closing rate of share at BSE Rs. 7.94 7.57 0.37
Net Worth Rs./Lac 313.43 313.59 (0.05)
Market Capitalization Rs./Lac 239.00 227.86 4.90
Price Earnings Ratio Rs. 0.00 199.32 (100.00)

viii) Average percentile increase already made in the salaries of employees other thanthe managerial personnel in the last financial year and its comparison with the percentiieincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in the managerial remuneration: There hasbeen no increment in the remuneration to the Employees and Managerial Personnel.

ix) comparison of the each remuneration of the Key Managerial Personnel against theperformance of the Company:

x) The key parameters for any variable component of remuneration availed by theDirectors:

No parameter for any variable component of remuneration has been availed by theDirectors

xi) the ratio of remuneration of the highest paid Director to that of the employees whoare not Directors but receivable remuneration in excess of the highest paid directorduring the year:

There is no employee in the Company who is In the receipt of remuneration more than theremuneration received by Directors.

xii) affirmation that the remuneration is as per the remuneration policy of theCompany: It is hereby affirmed that the remuneration paid is as per the Nomination andRemuneration Policy of the Company.

LISTING ON THE STOCK EXCHANGE

The Company's shares are listed with BSE Limited

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

There were no contracts or arrangements entered into by the Company in accordance withthe Section 188 of the Companies Act 2013. However there were No related partytransactions. The details of the transactions with related party are provided in theaccompanying financial statements.

COMMITTEES OF THE BOARD

The Committees of the Board focus on certain specific areas and make informed decisionsin line with the delegated authority. The following substantive Committees constituted bythe Board function according to their respective roles and defined scope:

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholder Relationship Committee

DISCLOSURES:

A) EXTRACT OF ANNUAL RETURN

Extract of Annual Return of the Company is annexed herewith as Annexure-III to thisReport.

B) MEETINGS OF THE BOARD

During the financial year ended March 31 2015 12 meetings of the Board of Directorswere held as against the statutory minimum requirement of 4 times. None of the two BoardMeetings have a gap of more than 120 days between them. The dates of meetings arementioned below:

Sr. No. Date Sr. No. Date
1. 29.04.2014 7. 29.10.2014
2. 29.05.2014 8. 29.11.2014
3. 29.06.2014 9. 29.12.2014
4. 29.07.2014 10. 29.01.2015
5. 29.08.2014 11. 28.02.2015
6. 04.09.2014 12. 29.03.2015

C) COMPOSITION OF AUDIT COMMITTEE

The Audit Committee as on date comprises of three members including one is ExecutiveDirector viz. Deepak Kumar Gangwani and two are Independent director viz. Mr. KamalKumar and Mrs. Bharti Kukreja. Mrs. Bharti Kukreja is heading the Committee. (Mr.Jitender Kumar has resigned from the Directorship of the Company and Chairmanship of thecommittee w.e.f. 13th November 2014)

D) VIGIL MACHANISM/WHISTLE BLOWER POLICY

Pursuant to Section 177 of the Companies Act 2013 the Board of Directors at itsmeeting held on 30th May 2014 has adopted a vigil mechanism/whistle blower policy of theCompany The policy provides a framework for directors and employees to report genuineconcerns about unethical behavior actual or suspected fraud or violation of the Company'scode of conduct or ethics policy. Protected disclosures can be made by a whistle blowerthrough an email or to the Chairman of the Audit Committee.

E) DISCLOSURE AS PER SEXUA L HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013

The Company has zero tolerance towards sexual harassment at workplace and during theyear under review your Board has constituted an Internal Complaints Committee to considerand redress complaints of sexual harassment & also adopted a policy on preventionprohibition and redressal of sexual harassment at workplace in line with the provisions ofSexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013and the rules framed thereunder.

During the financial year 2014-15 the Company has received no complaints on sexualharassment.

F) PATICULARS Of LOANS GIVEN INVESTMENT MADE GUARANTEES GIVEN AND SECURITY PROVIDED

Particulars of loans given investments made guarantees given and securities providedare provided in the financial statements.

G)The management is taking necessary steps to convert the promotes' shareholding Indemat form. The company has appointed the managerial personnel as prescribed under section203 of the companies Act 2013 but due to oversightness of secretarial department e-formhas not been file to the registrar of companies. The management is trying to look after acompetent company secretary and assure to appoint as soon as possible.

H) GENERAL

Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year under review:

1. Details relating to deposits covered under Chapter V of the Companies Act 2013. *

2. Issue of equity shares with differential rights as to dividend voting or otherwise.

3. Issue of shares (including sweat equity shares) to employees of the Company underany scheme.

4. The Managing Directors of the Company did not receive any remuneration or commissionfrom subsidiary.

5. Nosignificant or material orders were passed by the Regulators or Courts orTribunals which impact the going concern status and Company's operations in future.

PARTICULARS OF CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS AND OUT GO.

Information required to be given pursuant to section 134(3)(m) of the Companies Act2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014 and forming part of theDirector's report for the year ended 31st March 2015 are given below :

A. CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION

The provisions related conservation of energy does not apply to the Company thereforethe information as provided in Performa given in Form A under the

Companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988is not given. However the Company is conscious about its responsibility to conserveenergy power and other energy sources wherever possible. We emphasis towards a safe andclean environment and continue to adhere to all regulatory requirements and guidelines.

The Company has been taking energy saving measures viz. Use of energy saver electricalequipments CFLfittings are provided inside the building for common area lighting in theprojects of the Company Efficient ventilation system in offices and the projects of theCompany.

Moreover your company emphasis towards a safe and clean environment and continue toadhere to all regulatory requirements and guidelines.

B. RESEARCH & DEVELOPMENT

Your company has not undertaken any research and development work during the year2014-15. However in order to minimize its cost and increase the quality of its projectsyour Company is trying to maintain highest standard of quality.

C. FOREIGN EXCHANGE EARNINGS AND OUTGO.

Details of Foreign Exchange earnings and Outgo are given as below:-

Year 2015 Yea r 2014
(Amt.) (Amt. )
Foreign Exchange earning Ni l Ni l
Foreign Exchange outgoing Ni l Ni l

APPRECIATION

Directors wish to place on record their deep thanks and gratitude to;

a) The Central and State Government as well as their respective Departments andDevelopment Authorities connected with the business of the Company Banker of the Companyas well as other Institutions for their co-operation and continued support.

b) The Shareholders for the trust and confidence reposed and to the Customers for theirvalued patronage.

c) The Board also takes this opportunity to express its sincere appreciation for the efforts put in by the officers and employees at all levels In achieving the results and hopes that they would continue their sincere and dedicated Endeavour towards attainment of better working results during the current year.

 

By Order of the Board
For GDLLeasing and Finance Limited
Place: B-3/91 Ashok Vlhar Phase II New Delhi-
110052
Sd/- Sd/-
Dated: 03.09.2015 Sangeeta Cangwanl Deepak Kumar Gangwanl
Director Director
DIN: 00763656 DIN: 00761959

ANNEXURE [I] TO BOARD OF DIRECTORS' REPORT

SECRETARIAL AUDIT REPORT

[Pursuant to section 204(1) of the Companies Act 2013 and rule 9 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014]

To

The Members

GDL Leasing and Finance Limited

B-3/91 Ashok Vihar Phase II

New Delhi-110052

We have conducted the secretarial audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by GDL Leasing and FinanceLimited (hereinafter called the Company) for the financial year 2014-15. Secretarial Auditwas conducted in a manner that provided me a reasonable basis for evaluating the corporateconducts / statutory compliances andexpressing my opinion thereon.

Based on our verification of the GDL Leasing and Finance Limited books papers minutebooks forms and returns filed and other records maintained by the company and also theInformation provided by the Company its officers agents and authorized representativesduring the conduct of secretarial audit We hereby report that in my/our opinion thecompany has during the audit period covering the financial year ended on 31" day ofMarch 2015 complied with the statutory provisions listed hereunder and also that theCompany has proper Board-processes and compliance- mechanism in place to the extent. Inthe manner and subject to the reporting made hereinafter:

We have examined the books papers minute books forms and returns filed and otherrecords maintained by GDLLeasing and Finance Limited ("the Company") for thefinancial year ended on 31st day of March 2015 according to the provisions of:

i . The Companies Act 2013 (the Act) and the rules made thereunder;

ii . Th eSecurities Contracts (Regulation) Act 1956 ('SCRA') and the rules madethereunder;

iii. The Depositories Act 1996 and the Regulations and Bye-laws framed thereunder;

iv. Foreign Exchange Management Act 1999 and the rules and regulations made thereunderto the extent of Foreign Direct Investment Overseas Direct Investment and ExternalCommercial Borrowings;

v. Thefollowing Regulations and Guidelines prescribed under the Securities and ExchangeBoard of India Act 1992 ('SEBI Act'):-

a) The Securities and Exchange Board of India (Substantial Acquisition of Shares andTakeovers) Regulations 2011;

b) TheSecurities and Exchange Board of India (Prohibition of Insider Trading)Regulations 1992;

c) The Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations 2009;

d) The Securities and Exchange Board of India (Employee Stock Option Scheme andEmployee Stock Purchase Scheme) Guidelines 1999;

e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations 2008;

f) The Securities and Exchange Board of India (Registrars to an Issue and ShareTransfer Agents) Regulations 1993 regarding the Companies Act and dealing with client;

g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations2009; and

h) The Securities and Exchange Board of India (Buyback of Securities) Regulations1998;

vi. The Laws as are applicable specifically to the Company are as under:

a) Reserve Bank of India Act 1948.

b) Various Guidelines and Direction Issued by RBI in this Behalf.

During the period under review provisions of the following regulations/guidelines werenot applicable on the Company:

a) The Securities andExchange Board of India (Issue of Capital andDisclosureRequirements) Regulations 2009;

b) The Securities and Exchange Board of India (Employee Stock Option Scheme andEmployee Stock Purchase Scheme) Guidelines 1999;

c) The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations 2008;

d) The Securities and Exchange Board of India (Registrars to an Issue and ShareTransfer Agents) Regulations 1993 regarding the Companies Act and dealing with client;

e) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations2009; and f ) The Securities and Exchange Board of India (Buyback of Securities)Regulations 1998;

We have also examined compliance with the applicable clauses of the following:

(i) Secretarial Standards issued by The Institute of Company Secretaries of India.However not applicable since the same is not notified for financial 2014-15.

(ii) TheListing Agreements entered into by the Company with BSE Limited.

During the period under review the Company has complied with the provisions of the ActRules Regulations Guidelines Standards etc. mentioned above subject to the followingobservations:

In terms of Securities and Exchange Board of India Circular No. Cir/ISD/3/2011 the 100percent Promoter's holding is to be In dematerialised form. Dematerialised promoterholding is not in 100% Demat form (b) Company has delayed the filling of various E-Formsto ROC during the period of Audit (c) During the financial year 2014-15 Company has notappointed Company Secretary as required under section 203 of the Companies Act. (d)Company has not complied with provisions of appointment of Managerial Personnel asprescribed under Companies Act in respect of appointment of Mr. Deepak Kumar Gangwani aswhole time Director of the Company.

We further report that-

The Board of Directors of the Company is duly constituted with proper balance ofExecutive Directors Non- Executive Directors and Independent Directors. The changes inthe composition of the Board of Directors that took place during the period under reviewwere carried out In compliance with the provisions of the Act.

Adequate notice is given to all directors to schedule the Board Meetings agenda anddetailed notes on agenda were sent at least seven days in advance and a system exists forseeking and obtaining further information and clarifications on the agenda items beforethe meeting and for meaningful participation at the meeting.

As per the Minutes of the Board of Directors duly recorded and signed by the Chairmanthe decisions were unanimous and no dissenting views were required to be recorded.

Decisions at the meetings of the Board of Directors of the Company were carried throughon the basis of majority.

There were no dissenting views by any member of the Board of Directors during theperiod under review.

We further report that -

There are adequate systems and processes in the Company to monitor and ensurecompliance with applicable laws rules regulations and guidelines.

I further report that during the audit period there were no action having a majorbearing on the company's affairs in pursuance of the above referred laws rulesregulations guidelines standards.

Harpreet Parashar

Practicing Company Secretary

H. No. 28020

C. P. 10380

Place: New Delhi

Date: 20* August 2015

This report Is to be read with our letter of even date which Is annexed as Annexure Aand forms an Integral part of this report.

To

The Members

GDL Leasing a Flnanace Limited

B-3/91 Ashok Vihar Phase II

New Delhi-110052

Our report of even date is to be read along with this letter.

1. Maintenance of secretarial record is the responsibility of the management of thecompany. Our responsibility is to express an opinion on these secretarial records based onour audit.

2. We have followed the audit practices and processes as were appropriate to obtainreasonable assurance about the correctness of the contents of the Secretarial records. Theverification was done on test basis to ensure that correct facts are reflected insecretarial records. We believe that the processes and practices we followed provide areasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records andBooks of Accounts of the company.

4. Where ever required we have obtained the Management representation about thecompliance of laws rules and regulations and happening of events etc.

5. The compliance of the provisions of Corporate and other applicable laws rulesregulations standards Is the responsibility of management. Our examination was limited tothe verification of procedures on test basis.

The Secretarial Audit report is neither an assurance as to the future viability of thecompany nor of the efficacy or effectiveness with which the management has conducted theaffairs of the company.

Harpreet Parashar

Practicing Company Secretary

M. No. 28020

C. P. 10380

Place: New Delhi

Date: 20"' August 2015

ANNEXURE [II]TO BOARD OF DIRECTORS' REPORT

NOMINATION AND REMUNERATION POLICY

GUIDING PRINCIPLES

The Policy ensures that •

• The level and composition of remuneration is reasonable and sufficient toattract retain and motivate Directors of the quality required to run the Companysuccessfully;

• Relationship of remuneration to performance is clear and meets appropriateperformance benchmarks and

• Remuneration to Directors Key Managerial Personnel and Senior Managementinvolves a balance between fixed and incentive pay reflecting short and long termperformance objectives appropriate to the working of the Company and its goals.

ROLE OF THE COMMITTEE

The role of the Committee inter alia will be the following:

• To formulate a criteria for determining qualifications positive attributes andindependence of a Director.

• Formulate criteria for evaluationof Independent Directors and the Board.

• Identify persons who are qualified to become Directors and who may be appointedin Senior Management in accordance with the criteria laid down in this policy.

• To carry out evaluation of every Director's performance.

• To recommend to the Board the appointment and removal of Directors and SeniorManagement.

• To recommend to the Board policy relating to remuneration for Directors KeyManagerial Personnel and Senior Management.

• Ensure that level and composition of remuneration is reasonable and sufficientrelationship of remuneration to performance is clear and meets appropriate performancebenchmarks.

• To devise a policy on Board diversity.

III. FREQUENCY OF THE MEETINGS

The meeting of the Committee shall be held at such regular intervals as may berequired.

IV. APPOINTMEN T AND REMOVAL OF DIRECTOR KMP AND SENIOR MANAGEMENT

Appointment criteria and qualifications:

• The Committee shall identify and ascertain the integrity qualificationexpertise and experience of the person for appointment as Director KMP or at SeniorManagement level and recommend to the Board his / her appointment.

• A person should possess adequate qualification expertise and experience for theposition he / she is considered for appointment. The Committee has discretion to decidewhether qualification expertise and experience possessed by a person are sufficient /satisfactory for the concerned position.

• The Company shall not appoint or continue the employment of any person asManaging Director/whole-time Director/Manager who has attained the age of seventy years.Provided that the term of the person holding this position may be extended beyond the ageof seventy years with the approval of shareholders by passing a special resolution basedon the explanatory statement annexed to the notice for such motion indicating thejustification for extension of appointment beyond seventy years.

Term / Tenure:

Managing DIrector/Whole-time Director/Manager (Managerial Person):

• The Company shall appoint or re-appoint any person as its Managerial Person fora term not exceeding five years at a time. No re-appointment shall be made earlier thanoneyear before the expiry of term.

Independent Director:

• An Independent Director shall hold office for a term up to five consecutiveyears on the Board of the Company and will be eligible for re-appointment on passing of aspecial resolution by the Company and disclosure of such appointment In the Board'sreport.

• NoIndependent Director shall hold office for more than two consecutiveterms butsuch Independent Director shall be eligible for appointment after expiry of three years ofceasing to become an Independent Director. Provided that an Independent Director shallnot during the said period of three years be appointed In or be associated with theCompany in any other capacity either directly or indirectly. However if a person who hasalready served as an Independent Director for 5 years or more in the Company as on 1October 2014 or such other date as may be determined by the Committee as per regulatoryrequirement he / she shall be eligible for appointment for one more term of 5 years only.

• A t the time of appointment of Independent Director it should be ensured thatnumber of Boards on which such Independent Director serves Is restricted to seven listedcompanies as an Independent Director and three listed companies as an Independent DirectorIn case such person Is serving as a Whole-time Director of a listed company or such othernumber as may be prescribed under the Act.

Evaluation:

• TheCommittee shall carry out evaluation of performance of every Director

• KMP and Senior Management on yearly basis or as when required.

Removal:

Due to reasons for any disqualification mentioned In the Companies Act 2013 rulesmade thereunder or under any other applicable Act rules and regulations the Committeemay recommend to the Board with reasons recorded in writing removal of a Director KMPor Senior Management subject to the provisions and compliance of the said Actrules andregulations.

Retirement:

The Director KMP and Senior Management shall retire as per the applicable provisionsof the Companies Act 2013 and the prevailing policy of the Company. The Board will havethe discretion to retain the Director KMP Senior Management in the same position /remuneration or otherwise even after attaining the retirement age for the benefit of theCompany.

VIII. PROVISION S RELATING TO REMUNERATION OF MANAGERIAL PERSON KMPAND SENIORMANAGEMENT

1. General:

• The remuneration / compensation / commission etc.to Managerial Person KMP andSenior Management Personnel will be determined by the Committee and recommended to theBoard for approval. The remuneration / compensation / commission etc.shall be subject tothe prior/post approval of the shareholders of the Company and Central Governmentwherever required.

• The remuneration and commissionto be paid to Managerial Person shall be as perthe statutory provisions of the Companies Act 2013and the rules made thereunder for thetime being in force.

• Increment sto the existing remuneration / compensation structure may berecommended by the Committee to the Board which should be within the slabs approved by theShareholders In the case of Managerial Person. Increments will be effective from the dateof reappointment In respect of Managerial Person and 1st April In respect of otheremployees of the Company.

2. Remuneration to Managerial Person KMPand Senior Management:

• Fixed pay:

Managerial Person KMP and Senior Management shall be eligible for a monthlyremuneration as may be approved by the Board on the recommendation of the Committee inaccordance with the statutory provisions of the Companies Act2013and the rules madethereunder for the time being In force and also depend on the financial position ofCompany.

• Minimu m Remuneration:

If in any financial year the Company has no profits or its profits are inadequatethe Company shall pay remuneration to its Managerial Person in accordance with theprovisions of Schedule V of the Companies Act2013and if it is not able to comply withsuch provisions with the prior approval of the Central Government.

• Provisions for excess remuneration:

• I f any Managerial Person draws or receives directly or indirectly by way ofremuneration any such sums in excess of the limits prescribed under the Companies Act2013or without the prior sanction of the Central Government where required he / sheshall refund such sums to the Company and until such sum is refunded hold it in trust forthe Company. The Company shall not waive recovery of such sum refundable to it unlesspermitted by the Central Government.

3. Remunerationto Non-Executive / Independent Director:

• Remuneration/ Commission:

The remuneration / commission shall be in accordance with the statutory provisions ofthe Companies Act2013 and the rules made thereunder for the time being In force. ^

• Sitting Fees:

The Non- Executive / Independent Director may receive remuneration by wayof fees forattending meetings of Board or Committee thereof. Provided that the amount of such feesshall not exceed the maximum amount as provided in the Companies Act 2013 per meeting ofthe Board or Committee or such amount as may be prescribed by the Central Government fromtime to time.

• Limit of Remuneration /Commission:

Remuneration /Commission may be paid within the monetary limit approved byshareholderssubject to the limit not exceeding 1% of the net profits of the Companycomputed as per the applicable provisions of the Companies Act 2013.

• Stock Options:

An Independent Director shall not be entitled to any stock option of the Company.

IX. REVIEW AND AMENDMENT

• The Committee or the Board may review the Policy as and when it deems necessary.

• The Committee may issue the guidelines procedures formats reporting mechanismand manual in supplement and better implementation to this Policy if t thinks necessary.i

• This Policy may be amended or substituted by the Committee or by the Board asand when required and also by the Compliance Officer where there is any statutory changesnecessitating the change in the policy.