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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

REPORT OF BOARD OF DIRECTORS

Dear Members

Your Directors are pleased to present the 24th Annual Report on the business andoperation of the Company along with Audited Accounts for the financial year ended 31stMarch 2017

Financial Highlights

(Rs. In Lakh)

Details Year Ended 31.03.2017 Year Ended 31.03.2016
Revenue from Operations 32.81 48.82
Other Income 0.01 0.02
Total Revenue 32.22 48.84
Expenditure 31.39 47.44
Depreciation 0.02 0.02
Exceptional Items 0.00 0.00
Profit/(Loss) before Tax 1.44 1.38
Provision for Tax 0.35 0.33
Net Profit/(Loss) 1.01 0.95

REVIEW OF OPERATIONS AND FUTURE PROSPECTS

During the year under review total revenue from operation decreased to Rs.3281918.22 as against Rs. 4882040.05. However the Profit after Tax has increased forthe current year as compared to the previous year. Your directors assure you to presentmuch better results in the coming time.

SHARE CAPITAL

The issued subscribed and paid up capital of the Company is Rs 30101000 (RupeesThree Crore One Lakh One Thousands) divided into 3010100 (Thirty Lakh 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 2017.

TRANSFER TO RESERVES

The position of reserves is at the end of financial year ended March 31 2017 is asfollows:

(Amount in Rs.)
Particulars 31.03.2017 31.03.2016
Balance Brought Forward 1337706.18 1242310.22
Fixed Assets W/off. - -
Profit For The Year 101113.27 95395.96
TOTAL 1438819.45 1337706.18

MATERIAL CHANGES FROM END OF FINANCIAL YEAR TO DATE OF REPORT

There are no material change and commitment affecting the financial position ofCompany which has occurred between the end of financial year of the Company to which thefinancial statements relate and the date of this report other than those disclosed in theAnnual report

CHANGE IN NATURE OF BUSINESS

During the period under review the Company has not changes its nature of business

AUDITORS

Your Company has appointed M/s H.K Batra & Associates Chartered Accountants havingFRN 009889N as Auditors of the Company from the conclusion of this Annual General Meetingtill the conclusion of next Annual General Meeting (AGM).

Your Company has received written consent(s) and certificate(s) of eligibility inaccordance with Sections 139 141 and other applicable provisions of the Companies Act2013 and Rules issued thereunder (including any statutory modification(s) orre-enactment(s) for the time being in force) from M/s. H.K. Batra & AssociatesChartered Accountants having FRN 009889N.

The Statutory Auditors of the Company have not reported any fraud as specified underthe second proviso of Section 143(12) of the Companies Act 2013 (including any statutorymodification(s) or re-enactment(s) for the time being in force). The Auditors' Report forthe financial year ended 31st March 2016 does not contain any qualification reservationor adverse remark.

The Board recommends the appointment of M/s H.K. Batra & Associates CharteredAccountants the Statutory Auditors of the Company till the conclusion of the Next fiveAnnual General Meeting of the company.

AUDITORS' REPORT

The Auditors' report on the financial statement for the financial year 2016-17 is selfexplanatory.

SECRETARIAL AUDITOR

The Board of Directors has appointed Ms. Harpreet Parashar Practicing CompanySecretary to conduct Secretarial Audit under the provisions of Section 204 of theCompanies Act 2013 for the financial year 2016-17. The Secretarial Audit Report isannexed herewith and marked as Annexure I to this Report.

Qualification of Secretarial Auditor

1. In terms of Securities and Exchange Board of India Circular No. Cir/ISD/3/2011 the100 percent Promoter's holding is to be in dematerialized form. Dematerialized promoterholding is not in 100% Demat form. (B) Company has not appointed a C.S.

Management Reply

Management of the Company will take necessary steps required for complying all abovestated matters in the coming year.

DIRECTORATE

Mrs. Bhakti Kukreja has resigned from Directorship on 26.04.2017 due to personalreasons. Our company returns thanks to the resigning Director for giving the valuable timeto the company.

In accordance with the requirements of the Companies Act 2013 and the Company'sArticles of

Association Mr. Gopi Chand Gangwani Director of the Company retires by rotation andhas shown his willingness for re-appointment. The Company has received declarations fromall the Independent Directors of the Company confirming that they meet the criteria ofindependence as prescribed under Section 149(6) of the Companies Act 2013

KEY MANAGERIAL PERSONS

Mrs. Sangeeta Gangwani is the chief financial Officer of the Company. Your directorsare in the process of selecting appropriate person to hold the office of the CompanySecretary.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act 2013 and SEBI (Listing Obligations& Disclosure Requirements) Regulations 2015 the Board has carried out an annualevaluation of its own performance as well as the evaluation of the working of itsCommittees and individual Directors including Chairman of the Board. The performanceevaluation of all the Directors was carried out by the Nomination and RemunerationCommittee. The performance evaluation of the Board as a Whole and the Non-IndependentDirectors was carried out by the Independent Directors. While evaluating the performanceand effectiveness of the Board various aspects of the Board's functioning such asadequacy of the composition and quality of the Board time devoted by the Board toCompany's long-term strategic issues quality and transparency of Board discussionsexecution and performance of specific duties obligations and governance were taken intoconsideration. Committee performance was evaluated on the basis of their effectiveness incarrying out respective mandates. A separate exercise was carried out to evaluate theperformance of Directors who were evaluated on parameters such as level of engagement andcontribution to Board deliberations independence of judgments safeguarding the interestof the Company and focus on creation of shareholders value ability to guide the Companyin key matters attendance at meetings etc. The Executive Directors were evaluated onparameters such as strategy implementation leadership skills quality quantity andtimeliness of the information flow to the Board

The Directors expressed their satisfaction with the evaluation process.

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 applicable Accounting Standards and Policies for properly maintaining thebooks of accounts and reporting financial statements. The detailed process of review notonly ensures reliability of control systems and legal compliances with applicablelegislation defined policies and processes but also reviews efficiency of systems andensures safeguarding of tangible and intangible assets.

CORPORATE GOVERNANCE REPORT

Regulation 27 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations2015 shall be applicable those companies having paid up equity share capital exceedingRs.10 crore or Net Worth exceeding Rs. 25 crore as on the last day of the previousfinancial year. The paid up share capital and net worth of your Company do not come underthe purview of applicability of Regulation 27 of Listing Regulations i.e. CorporateGovernance. Therefore separate report of corporate governance is not attached herewith.

In spite of above exemption 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.

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 annexed herewith and marked as Annexure IIto this Board Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report as required under Regulation 34 of the SEBIListing Regulations is annexed as Annexure IV to this Board Report.

RISK MANAGEMENT

In accordance with the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 your Company has framed a "Risk Management Policy" toidentify risks associated with the Company assess its impact and take appropriatecorrective steps to minimize the risks which may threaten the existence of the company.Compliance management has been significantly strengthened by the deployment of anintegrated compliance management and governance framework.

The Company constantly reviews its exposure to various types of risk. The Company hasin place adequate systems to ensure compliance with all regulatory and statutory mattersreviews the same on a periodic basis and takes appropriate corrective action whennecessary.

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 inthe preparation of the annual accounts for the year ended 31st March 2017 and state that:

a. In the preparation of the annual statements for the financial year ended on 31stMarch 2017 the applicable accounting standards have been followed along with properexplanation relating to material departures if any;

b. The directors have 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 have 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 have prepared the annual accounts on a going concern basis;

e. proper internal financial controls were in place and that the financials controlwere adequate and were operating effectively; and

f. Systems to ensure compliance with the provisions of all applicable laws were inplace and 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 2016-17:

Name of Director Remuneration paid for FY 2017 Remuneration paid for FY 2016 Ratio
1 Deepak Kumar Gangwani 192000 192000 0.99
2 Gopi Chand Gangwani 192000 192000 0.99
3 Sangeeta Gangwani 204000 204000 1.05

Sitting Fee paid to Independent Director

i) No sitting fee had been paid to any director during the FY 16-17

ii) the percentage increase in remuneration of each Director Chief Financial OfficerChief Executive Officer Company Secretary or Manager if any in the financial year2016-17: There has been no increment in the remuneration paid to Director. Ms. SangeetaGangwani is also appointed as Chief Financial Officer of the Company and she is notgetting remuneration as Chief Financial Officer of the Company.

iii) The percentage increase in the median remuneration of employees in the financialyear 2016-17: There has been increment in the expense of salaries paid to the employees.iv) The number of permanent employees on the rolls of 4 v) Average percentile increasealready made in the salaries of employees other than the managerial personnel in the lastfinancial year and its comparison with the percentile increase in the managerialremuneration and justification thereof and point out if there are any exceptionalcircumstances for increase in the managerial remuneration: vi) The key parameters for anyvariable component of remuneration availed by the Directors: No parameter for any variablecomponent of remuneration has been availed by the Directors vii) Affirmation that theremuneration is as per the remuneration policy of the Company: It is hereby affirmed thatthe remuneration paid is as per the Nomination and Remuneration 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.

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 tothis Report.

B) COMPOSITION AND MEETINGS OF THE BOARD OF DIRECTORS

The Board of Directors has an optimum combination of Executive Non-ExecutiveIndependent Directors in accordance with the provisions of the Act. The composition of theBoard of Directors of the Company as on 31st March 2017 is as under:

Name Designation Category
Gopi Chand Gangwani Director Executive
Deepak Kumar Gangwani Whole Time Director Executive
Sangeeta Gangwani Whole Time Director Executive
Kamal Kumar Director Non- Executive Independent
Sagar Das Director Non -Executive Independent
Mrs. Bharti Kukreja Director Non-Executive Independent

(Mrs. Bharti Kukreja resigned w.e.f. 26.04.2017)

During the financial year ended March 31 2017 8 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. 29.04.2016 5. 03.09.2016
2. 29.05.2016 6. 14.11.2016
3. 29.07.2016 7. 30.01.2017
4. 26.08.2016 8. 08.03.2017

C) COMPOSITION OF AUDIT COMMITTEE

The Audit Committee presently comprises of three members including one ExecutiveDirector viz. Deepak Kumar Gangwani and two Non executive Independent director viz. Mr.Kamal Kumar and Mr. Sagar Gangwani who is Chairperson of the Committee. All the membersare well versed in corporate finance and related areas.

The representative(s) of Statutory Auditors are permanent invitees of Audit committeemeetings.

D) COMPOSITION OF NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee as on date comprises of three members Mr.Sagar Gangwani Mr. Kamal Kumar and Mr. Deepak Gangwani Mr. Sagar Gangwani isChairperson of the Committee.

E) COMPOSITION OF STAKEHOLDER RELATIONSHIP COMMITTEE

The Stakeholder Relationship Committee as on date comprises of three members includingone Executive Director viz. Deepak Kumar Gangwani and two Non executive Independentdirector viz. Mr. Kamal Kumar and Mr. Sagar Gangwani.

F) VIGIL MACHANISM/WHISTLE BLOWER POLICY

Pursuant to Section 177 of the Companies Act 2013 read with Companies (Meeting ofBoard and mechanism/whistle blower policy of the Company. The policy provides a frameworkfor directors and employees to report genuine concerns about unethical behavior actual orsuspected fraud or violation of the Company's code of conduct or ethics policy. Protecteddisclosures can be made by a whistle blower through an email or to the Chairman of theAudit Committee. The Audit Committee of Directors are entrusted with the. The vigilmechanism/whistle blower its Powers) Rules 2014 and SEBI (Listing Obligation andDisclosure Requirements) Regulations 2015 the Board of Directors at its meeting held on30th May 2014 has adopted a vigil policy can be accessed on the Company's website at thelink: www.gdl-finance.com.

G) DISCLOSURE AS PER SEXUAL 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 2016-17 no complaints with allegation of sexual harassmentwere filed with the company.

H) PATICULARS OF LOANS GIVEN INVESTMENT MADE GUARANTEES GIVEN AND SECURITY PROVIDED

Pursuant to Section 186 of Companies Act 2013 the details of the loan givenguarantees on securities provided and investments made by the company during the financialyear under review have been disclosed in the financial statements.

I) 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. No significant 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 2017 are given below :

A. CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION

The Company accords great importance to conservation of energy. The Company has takenseveral steps towards this end through:-

a. Close monitoring of consumption of electricity LPG diesel and water.

b. Optimization of conservation of electricity LPG diesel and water by reducingprocess cycle time process modification and also by equipmentmodification/replacement/retrofitting.

c. Achieving power factor standards nearing unity.

d. Usage of renewable energy.

The Company has been taking energy saving measures viz. Use of energy saver electricalequipments CFL fittings 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 continueto adhere to all regulatory requirements and guidelines.

B. RESEARCH & DEVELOPMENT

Your company has not undertaken any research and development work during the year2016-17. 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 2017 Year 2016
(Amt.) (Amt.)
Foreign Exchange earning Nil Nil
Foreign Exchange outgoing Nil Nil

APPRECIATION

Directors wish to place on record their deep thanks and gratitude to; a) The Centraland State Government as well as their respective Departments and Development Authoritiesconnected with the business of the Company Banker of the Company as well as otherInstitutions for their co-operation and continued support. b) The Shareholders for thetrust and confidence reposed and to the Customers for their valued patronage. c) The Boardalso takes this opportunity to express its sincere appreciation for the efforts put in bythe officers and employees at all levels in achieving the results and hopes that theywould continue their sincere and dedicated Endeavour towards attainment of better workingresults during the current year. d) The customers business associates and banker fortheir continued support during the financial year.

By Order of the Board
For GDL Leasing and Finance Limited
Sd/- Sd/-
Place: New Delhi Deepak Kumar Gangwani Sangeeta Gangwani
Dated: 04.09.2017 Chairman & Whole Time Whole Time Director
Director DIN: 00763656
DIN: 00761959