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Glance Finance Ltd.

BSE: 531199 Sector: Financials
NSE: N.A. ISIN Code: INE580D01017
BSE 15:04 | 20 Feb 34.00 -0.65
(-1.88%)
OPEN

36.30

HIGH

36.35

LOW

32.95

NSE 05:30 | 01 Jan Glance Finance Ltd
OPEN 36.30
PREVIOUS CLOSE 34.65
VOLUME 1450
52-Week high 46.30
52-Week low 16.55
P/E 10.43
Mkt Cap.(Rs cr) 10
Buy Price 34.00
Buy Qty 90.00
Sell Price 0.00
Sell Qty 0.00
OPEN 36.30
CLOSE 34.65
VOLUME 1450
52-Week high 46.30
52-Week low 16.55
P/E 10.43
Mkt Cap.(Rs cr) 10
Buy Price 34.00
Buy Qty 90.00
Sell Price 0.00
Sell Qty 0.00

Glance Finance Ltd. (GLANCEFINANCE) - Director Report

Company director report

GLANCE FINANCE LIMITED ANNUAL REPORT 2011-2012 DIRECTOR'S REPORT Dear Members Your Directors have great pleasure to present their Eighteenth Annual Report together with the Audited Accounts of your Company for the Financial Year ended 31st March 2012. FINANCIAL RESULTS The Financial highlights are summarized below: (Rs. In Lacs) PARTICULARS 2011-2012 2010-2011 Gross Income 660.13 516.23 Profit before Depreciation & Tax (PBDT) 367.21 157.08 Less : Depreciation 04.31 03.48 Profit before Taxation 362.90 153.60 Less : Provision for Tax 73.66 36.03 Net Profit 289.24 117.56 DIVIDEND In order to plough back the profits of the Company and to support its expansion and growth plans, your directors propose to skip dividend for the year under review. DIRECTORS: Mrs. Vandana Vasudeo, Director of the Company will retire by rotation and being eligible offers herself for re-appointment. Mr. Vaibhav Karnavat was appointed as the Additional Director w.e.f. 18th June, 2012 in the Board Meeting held on 18th June, 2012. He holds office upto the date of the ensuing Annual General Meeting. A Notice has been received in writing from the Members proposing his appointment as the Director. Mr. Narendra Arora was appointed as an Additional Director in the Board Meeting held on 1st September, 2012 and in the same Meeting the Board of Directors decided to recommend appointment of Mr. Narendra Arora as Executive Director of the Company for a period of 3 years w.e.f. 1st September, 2012 at a monthly remuneration of Rs. 2,50,000/- (which exlcludes perquisites as mentioned in the Notice as attached) for the approval of the Members of the Company. Mr. Narendra Karnavat, Director of the Company resigned with effect from 18th June, 2012. The Board place on record its appreciation for the valuable services rendered by Mr. Narendra Karnavat during his tenure as Director of the Company. DIRECTORS RESPONSIBILITY STATEMENT: As required under Section 217(2AA) of the Companies Act, 1956 with respect to the Director's Responsibility Statement, it is hereby confirmed: i) That in preparation of Annual Accounts for the Year ended 31st March, 2012, the applicable Accounting Standards have been followed along with proper explanation relating to material departures. ii) That the Directors have selected such Accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of state of affairs of the company for the period under review. iii) That to the best of their knowledge and information the Directors have taken proper and sufficient care for the maintenance of adequate Accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and iv) That the Directors have prepared the Annual Accounts for the financial Year ending 31st March, 2012 on a going concern. AUDITORS: The Auditor M/s. P K J & Co., Chartered Accountants, Statutory Auditors of the Company retires at the conclusion of the ensuing Annual General Meeting and expresses their willingness to continue, if so appointed. SUBSIDIARY/JOINT VENTURES : The Company was a partner in the partnership firm M/s. Zenstar Impex through which was engaged in business. However, RBI has issued a circular on 30th March, 2011 requiring NBFC's to exit from partnership firms within a reasonable time. Therefore the above said Partnership Firm has been dissolved w.e.f. 31st December, 2011 and the Company has exited from the business. CHIEF FINANCIAL OFFICER Mr. Narendra Arora, Chartered Accountant was appointed as the CFO of the Company in compliance with the ammended Clause 49 of the Listing Agreement with effect from 13th February, 2012. CODE OF CONDUCT: The 'Code of Conduct for the Board of Directors and Senior Managerial Personnel in compliance with Clause 49 of Listing Agreement is in force and is being complied with. CORPORATE GOVERNANCE: The Board of Directors support and adheres the principles of Corporate Governance and in addition to basic Corporate Governance issues the Board lays strong emphasis on transparency, accountability and integrity. Pursuant to Clause 49 of Listing Agreement with the Stock Exchange, Corporate Governance Report and Auditor's Certificate regarding compliance of the condition of the Corporate Governance, are made part of the Annual Report. DEPOSITORY: All the Members are aware, our Company's Shares are tradable compulsorily in electronic form and your Company has established connectivity with both the Depositories, i.e. National Securities Depository Ltd. (NSDL) and Central Depository Services Ltd. (CDSL). In view of the numerous advantages offered by the Depository system, Members are requested to avail of the facility of dematerialization. FIXED DEPOSITS The Company has not accepted or renewed any fixed deposits during the year under review PARTICULARS OF EMPLOYEES: There is no employee drawing remuneration in excess of amount specified under section 217(2)(a) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION Your Company has directed its efforts to reduce energy costs by way of optimum utilization of electricity in its day to day activities. Your Company adopts modern technology in its day to day activities with a view of optimization of energy and other natural resources. FOREIGN EXCHANGE EARNINGS AND OUTGO: During the year under review the Company earned professional fees in foreign exchange from its client in the USA. APPRECIATION: Your Directors wish to place on record their sincere appreciation to the bankers The Royal Bank of Scotland, HDFC Bank, Union Bank of India & Punjab National Bank and Company's Clients. Your Directors are also pleased to record their appreciation for the dedication and contribution made by employees at all levels who, through their competence and hardwork, have established Company to achieve better performance and look forward to their support in future as well. MANAGEMENT DISCUSSION AND ANALYSIS OVERVIEW OF THE INDIAN ECONOMY The economy has witnessed a steady decline in GDP growth - over the last 2 years. The international scenario is also weak at the moment. That is a stark slowdown in growth, and a far cry from the 9% that we enjoyed for three consecutive years from FY2006 to FY2008. In such an uncertain environment, financial markets continue to witness high volatility - driven by the direction of foreign capital flows and movement of industrial production index and inflation. The interest rates continue to remain tight and RBI seems to be dropping its feet in bringing down rates. NBFC's continue to be careful while taking investment bets while actively looking for business opportunities. INDUSTRY STRUCTURE AND DEVELOPMENT : The business of the Company is that of a Non Banking Finance Company (NBFC). Non Banking Financial Companies (NBFCs) play a crucial role in broadening access to financial services, enhancing competition and diversification of the financial sector. Banks and NBFCs compete for similar kinds of business. Inspite of strong competition, the inner strength of NBFCs viz local knowledge, credit appraisal skill, well trained collection machinery, close monitoring of borrowers and personalized attention to each client, are catering to the needs of small and medium enterprises in the rural and semi urban area. Non Banking Financial Companies (NBFCs) have become an integral part of India's financial system. In recent times, NBFC's have emerged as lenders to both companies and individuals. When it comes to lending, NBFC's are generally regarded to be complementary to banks and are often able to offer better services and products to their customers. OPPORTUNITIES AND THREATS Your Company is mainly engaged in the business of finance and Investment in Capital Market. Business opportunities for finance Companies are enormous as the new are as and segments are being explored. There is a large scope of small size Finance & Investment Companies like ours, for certain segment of customers, which remain unserved by Banks and large size Investment & Finance Companies. The major threat being faced by finance Companies are regulatory changes in NBFCs, Interest Rate hikes by RBI, high Inflation, and volatility in global equity and commodity market. FINANCIAL PERFORMANCE : Your Company is engaged in financial services including consultancy and advisory services as well as trading of securities, commodities etc. During the year under review the Company earned a profit before tax of Rs. 362.90 Lacs and Net Profit of Rs. 289.24 Lacs OUTLOOK : The Company has stepped up performance despite a very challenging scenario. However, it is also working carefully in the face of a difficult economic environment. RISK AND CONCERNS Your Company's performance to a large extent depends upon scenario of the capital markets, finance scenario, RBI policies, industry performance and the general economic outlook of the country. The volatility in the stock Market, rate of interest and GDP would affect the profitability of the company. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY Internal control system has been a core focus for the Company. Effective and adequate internal control systems are in place to ensure that all assets are safeguarded and protected against unauthorized use and transaction are authorized, recorded and reported properly. A regular internal audit system is also in place. Outside expertise is availed to supplement internal resources. The Audit Committee regularly interacts with the Statutory Auditors about the adequacy of internal control systems and seeks suggestions and there is scope for improvement. MATERIAL DEVELOPMENT IN HUMAN RESOURCES / INDUSTRIAL RELATIONS FRONT, INCLUDING NUMBER OF PEOPLE EMPLOYED. The Company was able to retain the talents despite of the hefty attrition rates in its peer companies. The Company continued to maintain cordial relations with its employees. DISCLOSURE TO THE BOARD : Senior Management shall make the disclosure to the Board relating to all material financial and commercial transactions, and where they have personal interest, that may have potential conflict with the interest of the Company at large. Also your Company is paying rent for the premises it is using for the office purpose to another group concern in which Director is interested. The dealings are at arms length and at preavailing market. For and on behalf of the Board TUSHAR AGARWAL Whole time Director Place: Mumbai Dated: 1st September, 2012 ANNEXURE A COMPLIANCE CERTIFICATE Registration No: 11-81333 Authorised Capital: Equity Share Capital : Rs. 3,10,00,000/- Redeemable Preference Share Capital : Rs. 40,00,000/- Paid Up Capital: Equity Share Capital : Rs. 3,00,59,000/- To The Members GLANCE FINANCE LIMITED 5, Kitab Mahal, 192, DR. D. N. Road, Fort, Mumbai - 400 001 We have examined the registers, records, books and papers of Messrs. GLANCE FINANCE LIMITED as required to be maintained under the Companies Act, 1956 and the Rules made there under and also the provisions contained in the Memorandum and Articles of Association of the Company for the Financial Year ended on 31st March, 2012. In our opinion and to the best of our information and according to the examinations carried out by us and explanations furnished to us by the Company, its officers and agents, we certify that in respect of the aforesaid Financial Year: 1. The Company has kept and maintained all registers as stated in Annexure 'A' to this Certificate, as per the provisions of the Act and the Rules made there under and all entries therein have been duly recorded. 2. The Company has duly filed the forms and returns as stated in Annexure 'B' to this Certificate with the Registrar of Companies as prescribed under the Act and the Rules made there under. However no filing has been done with Regional Director, Central Government, Company Law Board or other authorities. 3. The Company, being a Public Limited Company, has the minimum prescribed paid up capital. 4. The Board of Directors duly met 12 times respectively on 16/04/2011, 29/04/2011, 13/05/2011, 31/05/2011, 02/06/2011, 10/08/2011, 02/09/2011, 30/09/2011, 14/11/2011, 23/01/2012, 13/02/2012 and 31/03/2012 in respect of which meetings proper notices were given and the proceedings were properly recorded and signed in the Minutes Book maintained for the purpose. 5. The Company had closed its Register of Members and Share Transfer Books in respect of the Equity Shares of the Company from 22-09-2011 to 30-09- 2011 (Both days inclusive). 6. The Annual General Meeting for the Financial Year ended on 31st March, 2011 was held on 30th September, 2011 after giving due notice to the Members of the Company and the resolutions passed there at were duly recorded in Minutes Book maintained for the purpose. 7. No- Extra Ordinary General Meeting was held o the provisions of the Act. 8. The Company has not advanced any loans to its Directors or persons or firms or companies referred to under Section 295 of the Act. 9. The Company has not entered into any contracts falling within the purview of Section 297 of the Act. 10. The Company has made necessary entries whenever required in the register maintained under Section 301 of the Companies Act, 1956. 11. As there were no instances falling within the purview of Section 314 of the Act, the Company has not obtained any approvals from the Board of Directors, members or Central Government as the case may be. 12. The Company has not issued any duplicate certificates during the Financial Year. 13. The Company has i. not delivered any Share Certificates since there was no allotment. However the Company has delivered Share Certificates lodged by the Transfers after recording transfers during the Financial Year. ii. not deposited any amount in a separate Bank Account as no dividend was declared during the Financial Year. iii. not posted warrants to any member of the Company as no dividend was declared during the Financial Year. iv. no amount outstanding in respect of unpaid dividend account, application money due for refund, matured deposits, matured debentures and the interest accrued thereon which have remained unclaimed or unpaid for the period of seven years and liable to be transferred to Investor Education and Protection Fund. v. duly complied with the requirements of Section 217 of the Act. 14. The Board of Directors of the Company is duly constituted. There was no appointment of any Additional Directors, Alternate Directors and Directors to fill casual vacancy during the financial year. 15. The Company has re-appointed Mr. Tushar Agarwal as Whole - time Director of the Company in the Board Meeting held on 16th April, 2011 for a further period of three years with effect from 1st April, 2011 at a remuneration not exceeding Rs. 2,50,000 per month which was confirmed in the Annual General Meeting held on 30th September, 2011. However there was no appointment of Managing Director and Manager during the Financial Year. 16. The Company has not appointed any sole selling agents during the Financial Year. 17. The Company was not required to obtain any approvals of the Central Government, Company Law Board, Regional Director, Registrar of Companies and/or such authorities prescribed under the various provisions of the Act. 18. The Directors have disclosed their interest in other firms / companies to the Board of Directors pursuant to the provisions of the Act and the Rules made there under. 19. The Company has not issued any Preference Shares and Equity Shares during the Financial Year. 20. The Company has not bought back any shares during the Financial Year. 21. There was no redemption of any Shares during the Financial Year. 22. There were no transactions necessitating the Company to keep in abeyance the rights to dividend, rights shares and bonus shares pending registration of transfer of shares. 23. The Company has not invited / accepted any deposits including any unsecured loans falling within the purview of Section 58A during the Financial Year. 24. The Company has not made any borrowings during the year, which would attract provisions of Section 293 (1) (d) of the Act. 25. The Company has not made any loans or advances or given guarantees or provided securities to other bodies corporate and consequently no entries have been made in the Register kept for the purpose. 26. The Company has not altered the provisions of the Memorandum with respect to situation of the Company's Registered Office from one State to another during the year under scrutiny. 27. The Company has not altered the provisions of the Memorandum with respect to the Objects of the Company during the year under scrutiny. 28. The Company has not altered the provisions of the Memorandum with respect to the name of the Company during the year under scrutiny. 29. The Company has not altered the provisions of the Memorandum with respect to share capital of the Company during the year under scrutiny. 30. The Company has not altered its Articles of Association pursuant to the provisions of the Act during the Financial Year. 31. There was no prosecution initiated against or show cause notices received by the Company during the Financial Year, for offences under the Act. 32. The Company has not received any money as security from its employees during the Financial Year. 33. The Company has not deducted contribution towards Provident Fund under Provident Fund Scheme u/s 418 of the Act as the Company has not constituted any Provident Fund for its Employees. Signature : Name of the Company Secretary: S.K. JAIN & CO. Practicing Company Secretaries Isha Pramod Bubna Partner C. P. No. : 8160 Place: Mumbai Date : 1st September, 2012 Annexure 'A' Registers as maintained by the Company 1. Register of Charges u/s. 143 2. Register of Members u/s. 150 3. Register of Transfer 4. Register of Contracts in which Directors are interested u/s 301 5. Register of Directors, Managing Directors u/s 303 6. Register of Directors' Shareholdings u/s 307 7. Books of Accounts u/s 209 Annexure 'B' The Company has duly filed the forms and returns with the Registrar of Companies with delay as prescribed under the Act and the Rules made there under. However no filing has been done with Regional Director, Central Government, Company Law Board or other authorities. Nature of Document Date of Date of A B Document Filing 1. Annual Return u/s 159 31-03-2011 08-11-2011 Yes NA 2. Balance Sheet u/s 220 31-03-2011 27-10-2011 Yes NA 3. Form-66 2010-2011 25-10-2011 Yes NA 4. Form-23 10-08-2011 07-09-2011 Yes NA 5. Form-23 30-09-2011 18-10-2011 Yes NA 6. Form-25C 01-04-2011 30-06-2011 Yes NA A = Whether filed within time B = If No, whether additional fees paid Signature : Name of the Company Secretary: S.K. JAIN & CO. Practicing Company Secretaries Isha Pramod Bubna Partner C. P. No. : 8160 Place: Mumbai Date : 1st September, 2012