Glance Finance Ltd.
|BSE: 531199||Sector: Financials|
|NSE: N.A.||ISIN Code: INE580D01017|
|BSE LIVE 11:40 | 17 Oct||30.40||
|NSE 05:30 | 01 Jan||Stock Is Not Traded.|
Glance Finance Ltd. (GLANCEFINANCE) - Director Report
Company director report
Your Directors are pleased to present their 22nd Annual Report on theaffairs of the Company together with the Audited Statement of Accounts for the year ended31" March 2016.
The Financial highlights are summarized below:
(Rs. in Lacs)
During the year the gross income of the Company was Rs. 13.60 Crores as compared toRs.20.04 Crores In the previous year.
The paid up Equity Share Capital as on 31" March 2016 was Rs.30252000. Duringthe year under review the Company has not issued any shares with differential rights asto dividend voting or otherwise or convertible debentures.
In view of the decline in profits for the year 2015-16 and with a view to conservefunds for the operations of the company your Directors have not recommended any dividendon the Equity Shares for the financial year under review.
TRANSFER TO RESERVES
For the financial year 2015-1630.04 Lacs were transferred to Reserves
MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY
No material changes and commitments affecting the Financial Position of the Companyhave occurred between the end of the Financial year of the Company to which the FinancialStatement relate and the date of this Report.
THE NAMES OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE fTS SUBSIDIARIES JOINTVENTURES OR ASSOCIATE COMPANIES DURING THE YEAR
There were no Companies which have become or ceased to be its subsidiaries JointVentures or Associate Companies during the year.
Ms. Mamta Thakkar (DIN:01267537) Whole Time Director of the Company retires byrotation at the ensuing Annual General Meeting and being eligible offers herself forreappointment.
Mr. Bharmal Lodha (DIN: 00043299) Independent Director of the Company resigned from theDirectorship of the Company w.e.f 31/05/2016 vide Resolution passed at the Board Meetingheld on 13"' June 2016.
DIRECTORS' RESPONSIBILITY STATEMENT
As required by Section 134 (3) (c) of the Companies Act 2013 your Board of Directorshereby state:
(a) That in the preparation of the Annual Accounts for the year ended 31" March2016 the applicable accounting standards have been followed along with proper explanationrelating to material departures if any;
(b) that such accounting policies as mentioned in the Notes to the Financial Statementshave been selected and applied consistently and judgments and estimates that arereasonable and prudent so as to give a true and fair view of the state of affairs of theCompany as at 31" March 2016 and of the Profit & Loss of the Company for theyear ended on that date;
(c) that the Directors have taken proper and sufficient care for maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;
(d) thatthe annual accounts have been prepared on a going concern basis;
(e) that Directors has laid down internal financial controls to be followed by theCompany and such Internal Financial Controls are adequate and operating effectively;
(0 that systems to ensure compliance with the provisions of all applicable laws were inplace and were adequate and operating effectively.
Pursuant to Section 178(2) of the Companies Act 2013 the Nomination and RemunerationCommittee has carried out evaluation of performance of every Director. The board hascarried out an Annual performance evaluation of its own performance of the Directorsindividually as well as evaluation of the working of its various Committees. Theperformance evaluation of Independent Director was carried out by the entire Boardexcluding the Director being evaluated. The performance evaluation of the Chairman andNon-Independent Director was carried out by the Independent Director at their separateMeeting.
Policy of Appointment of Independent Director is provided as Annexure "C" tothis Report.
BOARD MEETING AND ATTENDANCE
During the financial year 2015-16 Eight Board Meetings were held on 20th April 201514th May 2015 4th August 2015 20th August 2015 15th October. 2015 29thOctober 2015 30th January 2016 & 31st March 2016. Details of attendance at theBoard Meeting Directorship in other Companies and Membership in Committees thereof ofeach Director are as follows:
Note: Directorship in other Public Limited Companies
* Hardcastle and Waud Manufacturing Company Limited (Date of Cessation 06/11/2015)
** Hardcastle and Waud Manufacturing Company Limited Asian Star Company Limited
*** Asian Star Company Limited
POLICY ON DIRECTORS'APPOINTMENT AND REMUNERATION
The Companys policy on Directors Appointment and Remuneration Including criteriafor determining qualifications positive attributes independence of a Director and othermatters provided under sub-section (3) of Section 178 of the Companies Act 2013 isavailable on Companys website at the linkwww.qlancefinance.com.
DISCLOSURE UNDER SECTION 197(12) OF THE COMPANIES ACT 2013
The Company has not employed any Individual whose remuneration falls within the purviewof the limits prescribed under the provisions of Section 197 of the Companies Act 2013read with Rule 5(2) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014.
Disclosures pertaining to remuneration and other details as required under Section197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 In respect of ratio of remuneration of each Directors tothe Mediean remuneration of the Employees of the Company for the Financial Year will bemade available for inspection at its Registered Office ofthe Company during the workinghours fora period of twenty one days before the date of Annual General Meeting of theCompany pursuant to section 136 of the Companies Act. 2013 and members if any interestedin obtaining the details thereof shall make specific request to the Company Secretary ofthe Company and Compliance Officer of the Company in this regard.
M/s/. P K J & CO. Chartered Accountants (Firm's Reg. No. 124115W) who are theStatutory Auditors of the Company hold office in accordance with the provisions of theCompanies Act 2013 up to the conclusion of the Annual General Meeting of the Companyscheduled to be held in the calendar year 2017 subject to ratification by Members everyyearand are eligible for re-appointment.
They have confirmed their eligibility under Section 141 of the CompaniesAct.2013 andthe Rules framed thereunder for re-appointment as Auditors of the Company. The Boardbased on recommendation of Audit Committee recommends the appointment of M/s/. PKJ &Co. as the Statutory Auditors of the Company.
Necessary Resolution for ratification of appointment of the said Auditors is Includedin the Notice of AGM for seeking approval of Members.
Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board hasappointed M/s. Dr. S. K. Jain Practicing Company Secretary to conduct Secretarial Auditof your Company. The Report of the Secretarial Audit is placed as Annexure A' tothis Report.
AUDITORS AND REPORTS
The matters related to Auditors and their Reports are as under:
1. Statutory Auditor and their Report:
At the Annual General Meeting held on 30th September 2014 M/s/. P K J & CO.Chartered Accountants was appointed as Statutory Auditors of the Company to hold officetill the conclusion of Annual General Meeting to be held in the calendar year 2017. Interms of the first proviso to section 139 of the Companies Act 2013 the appointment ofthe Auditors is to be placed for ratification at every Annual General Meeting. Accordinglythe appointment of M/s. P K J & CO. Chartered Accountant as Statutory Auditors ofthe Company is placed for ratification by the Shareholders. In this regard the Company hasreceived a Certificate from the Auditors to the effect that if they are appointed it wouldbe in accordance with the provision of section 141 of the Companies Act 2013.
The Report given by the Statutory Auditors for the Financial Statements for the yearended 31" March 2016 read with explanatory notes thereon do not call for anyexplanation or comments from the Board under Section 134(3) of the Companies Act 2013.
2. Secretarial Auditor & hie Report:
M/s. S. K. Jain & Co. (Proprietor Dr. S. K. Jain) Practicing Company Secretary wasappointed to conduct Secretarial Audit of the Company for the financial year 2015-16 asrequired under section 204 of the Companies Act 2013 and the rules thereunder. TheSecretarial Audit report for the financial year 2015-16 forms part of the Annual Report asAnnexure A" to the Board's Report.
DECLARATION BY DIRECTORS
The Company has received declaration from all the Independent Directors under Section149(7) of the Companies Act 2013 in respect of Meeting the criteria of Independenceprovided underSection 149(6)of the said Act.
The Board has well-qualified Audit Committee with majority of Independent Directorsincluding Chairman. They possess sound knowledge on Accounts. Audit Finance TaxationInternal Controls etc. The details of the Composition of the Audit Committee as on 31" March 2016 are as follows:
*Mr. Bharmal Lodha Chairman of the Committee has resigned from the Directorship of theCompany w.e.f 31/05/2016 vide Resolution passed at Board Meeting dated13/06/2016.Reconstituted Aud it Committee is as under
The attendance at the Meeting is as under.
The Company Secretary of the Company acts as Secretary of the Committee.
During the year there are no instances where the Board had not accepted therecommendations of the Audit Committee.
NOMINATION & REMUNERATION COMMITTEE & POLICY
The Company has duly constituted Nomination & Remuneration Committee to align withthe requirements prescribed under the provisions of the CompaniesAct 2013; the revisedClause 49 of the Listing Agreement and Regulation 19 of Listing Obligations and DisclosureRequirements 2015.
The details of the Composition of the Nomination & Remuneration Committee are asfollows:
*Mr. Bharmal Lodha Member of the Committee has resigned from the directorship of theCompany w.e.f 31/05/2016 vide Resolution passed at Board Meeting dated 13/06/2016.Reconstituted Audit Committee is as under;
The attendance at the Meeting is as under.
The Board has framed a policy for selection and appointment of Directors SeniorManagement and their Remuneration. The policy provides for determining qualificationspositive attributes and independence of a Director.
STAKEHOLDERS RELATIONSHIP COMMITTEE & POLICY
The Company has duly constituted Stakeholders Relationship Committee to align with therequirements prescribed under the provisions of the Companies Act 2013 and the revisedClause 49 of the Listing Agreement; Regulation 20 of Listing Obligations and DisclosureRequirements 2015.
The details of the Composition of the Nomination & Remuneration Committee are asfollows:
*Mr. Bharmal Lodha Chairman of the Committee has resigned from the Directorship of theCompany w.e.f 31/05/2016 vide Resolution passed at Board Meeting dated 13/06/2016.Reconstituted Audit Committee is as under:
The attendance at the Meeting is as under.
EXTRACT OF ANNUAL RETURN
Pursuant to the provisions of Section 134 (3) (a) of the Companies Act 2013 Extractof the Annual Return for the financial year ended 31" March 2016 made under theprovisions of Section 92 (3) of the Act in Form MGT-9 is annexed herewith as"Annexure B".
MANAGEMENT DISCUSSION AND ANALYSIS
As per the requirements of Regulation 34(2)(e) of SEBI Listing Obligations andDisclosure Requirements2015 is annexed herewith as "Annexure D\
The Company has laid down the procedures to inform to the Board about the riskassessment and minimization procedures and the Board has formulated Risk management policyto ensure that the Board its Audit Committee and its Executive Management shouldcollectively identify the risks impacting the Company's business and document theirprocess of risk identification risk minimization risk optimization as a part of a RiskManagement Policy/ strategy.
The common risks inter alia are: Regulations Credit Risk Foreign Exchange andInterest Risk Competition Business Risk Technology Obsolescence Investments Retentionof Talent and Expansion of Facilities etc. Business risk inter-alia further includesfinancial risk political risk legal risk etc. The Board reviews the risk trendexposure and potential impact analysis and prepares risk mitigation plans if necessary.
CORPORATE SOCIAL RESPONSIBILITY(CSR)
The Company is not required to contribute towards CSR under Section 135 of theCompanies Act 2013 read with rules thereunder.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations.
Based on the report of Internal Audit function corrective action are undertaken in therespective areas and thereby strengthen the controls. Significant audit observations andcorrective actions thereon are presented to the Audit Committee of the Board.
During the year under review no material or serious observation has been received fromthe Internal Auditors of the Company for inefficiency or inadequacy of such controls.
In line with the best Corporate Governance practices Company has put in place a systemthrough which the Directors and Employees may report concerns about unethical behavioractual or suspected fraud or violation of the Company's Code of Conduct & Ethicswithout fear of reprisal. The Employees and Directors may report to the Compliance Officerand have direct access to the Chairman of the Audit Committee. The Whistle Blower Policyis placed on the website of the Company.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMAN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013
The Company has in place an Anti Sexual Harassment Policy in line with the requirementsof the Sexual Harassment of Woman at Workplace (Prevention Prohibition and Redressal)Act2013. All women employees (permanent contractual temporary and trainee) are coveredunder this Policy.
The following is a summary of Sexual Harassment complaints received and disposed offduring the year
a) No. of Complaints received: Nil
b) No. of Complaints disposed off: Nil
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION
Your Company has directed its efforts to reduce energy costs by way of optimumutilization of electricity in its day to day activities. Your Company adopts moderntechnology in its day to day activities with a view of optimization of energy and othernatural resources.
FOREIGN EXCHANGE EARNINGS AND OUTGO
During the Year under review the Company did not have earnings in foreign exchange.Also there was no expenditure incurred in foreign exchange during the year under review.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
During the year under review the Company has not given any loans and guarantees.Details of Investments covered under the provisions of Section 186 of the Companies Act2013 are given in the notes to the Financial Statements.
RELATED PARTY TRANSACTIONS
All Related Party Transactions that were entered into during the financial year were onan arm's length basis and were in the ordinary course of business. There are no materiallysignificant Related Party Transactions made by the Company with Promoters Directors KeyManagerial Personnel or other designated persons which may have a potential conflict withthe interest of the Company at large and hence enclosing of Form AOC-2 is not required.All Related Party Transactions are placed before the Audit Committee as also the Board forapproval. Prior omnibus approval of the Audit Committee is obtained for the transactionswhich are of a foreseen and repetitive nature. The transactions entered into pursuant tothe omnibus approval so granted are audited and a statement giving details of all RelatedParty Transactions is placed before the Audit Committee and the Board of Directors fortheir approval on a quarterly basis. The Company has developed a Related PartyTransactions Policy for the purpose of identification and monitoring of such transactions.
The policy on Related Party Transactions as approved by the Board is uploaded on theCompanys website at www.glancefinance.com.
The Company has not accepted or renewed any amount falling within the purview ofprovisions of Section 73 of the Companies Act 2013 read with the Companies (Acceptance ofDeposit) Rules 2014 during the year under review. Hence the requirement for furnishingof details of deposits which are not in compliance with the Chapter V of the Act is notapplicable.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:
There were no orders passed by any Regulator or Court during the year. ACKNOWLEDGEMENT
Your Directors wish to place on record their appreciation and thankful acknowledgementfor valuable assistance the Company received from all Lending Bankers.
THE APPOINTMENT POLICY FOR INDEPENDENT DIRECTORS KEY MANAGERIAL PERSONNEL & SENIOREXECUTIVES WILL BE AS UNDER-
(A) Independent Directors:
Independent Directors will be appointed based on the criteria mentioned under section149(6) of the Companies Act 2013 and in accordance with other applicable provisions ofthe Companies Act 2013 rules made thereunder & Listing Agreements entered with StockExchanges.
(B) Key Managerial Personnel (KMP):
KMP will be appointed by the resolution of the Board of Directors of the Company basedon qualifications experience and exposure in the prescribed field. Removal of the KMPwill also be done by the resolution of Board of Directors of the Company. Appointment/Removal will be in accordance with the provisions of the Companies Act 2013 rules madethereunder and Listing Agreements entered with Stock Exchanges.
(C) Sen lor Executives:
Senior Executive will be appointed by the Chairman and the Managing Director and/orExecutive Director of the Company based on their qualifications experience and exposure.Removal of the Senior Executives will also be by Chairman Managing Director and/orExecutive Director. Further appointment and removal will be noted by the Board asrequired under clause 8(3) of Companies (Meeting of Board and its Powers) Rules 2014.