We are pleased to present the report on our business and operations for the year ended31st March 2017.
1. Results of our Operations:
The Companys financial performance for the year ended 31st March 2017 issummarised below;
Rs. in Lacs
|Particulars ||FY 2016-2017 ||FY 2015-2016 |
|Revenue from Operations ||1602.43 ||1401.12 |
|Other Operating Income ||- ||- |
|Other Income ||0.02 ||1.32 |
|Total Income ||1602.46 ||1402.44 |
|Total Expenses ||1732.35 ||1391.86 |
|Profit Before Tax & Extraordinary Items ||-129.90 ||10.57 |
|Tax Expense: || || |
|-Current Tax ||- ||8.56 |
|-Deferred Tax Liability/(Assets) ||0.08 ||0.48 |
|Net Profit/(Loss) for the Year ||-129.98 ||1.53 |
a. Review of operations and affairs of the Company:
During the year under review the Company incurred a Loss before Interest Depreciation& Tax of Rs.121.94 Lacs as compared to profit of previous year Rs. 22.54 Lacs. The netloss for the year under review has been Rs. 129.98 Lacs as compared to the previous yearnet profit Rs. 1.53 Lacs. The Company is into the Business of providing financialassistance as a part of treasury operation to Corporate Houses and HNIs as well asinvesting its surplus funds in Equity Market and the Company is also into the business ofInfra-project.
SEBI vide its Ex-parte Ad- Interim Order No. WTM/RKA/ ISD/ 162 /2014 dated 19thDecember 2014 issued under sections 11(1) 11(4) And 11B of The Securities and ExchangeBoard of India Act 1992 in the matter of First Financial Services Ltd has barred yourCompany from accessing the Securities Market till further directions thus cutting off theInvestment wing of the Company which has caused fall in the revenues of the Company. YourCompany is taking necessary steps to vacate the said order so as far as it related to yourCompany.
Your company is constantly making endeavours to in tapping the new opportunities.
Your Directors do not recommend any dividend for the year under review and has decidedto retain the surplus with the Company for furthering the growth of the Company.
c. Transfer to Reserves:
Net Loss of Rs. 129.98 Lacs for the FY 2016-2017 No amount could be transferredto Statutory Reserve A/c in compliance with the Section 45 IC (i) of the Reserve Bank Act1934.
During the year under review your company has not accepted any deposits from thepublic within the meaning of section 76 of the Companies Act 2013 and the rules made thereunder. There are no public deposits which are pending for repayment.
e. Particulars of loans guarantees or investments:
As provisions of section 186 of the Companies Act 2013 is not applicable to NBFCCompany the disclosure under Section 186 of the Companies Act 2013 has not been made.
f. Particulars of contracts or arrangements made with related parties:
The company has not entered into any contracts or arrangements with related partiesreferred to in section 188(1) of the Companies Act 2013 during the financial year underreview. The Policy on Related Party Transaction is available on our websitewww.globalinfrafin.com.
g. Variation in Market Capitalization:
|Particulars ||As at 31stMarch 2017 ||As at 31st March 2016 |
|Market Value per share ||10.04 ||9.52 |
|No. of Shares ||262408300 ||262408300 |
|Market Capitalization ||2634579332 ||2498127016 |
|EPS ||-0.05 ||0.00 |
|Price earnings ratio ||-200.8 ||0.00 |
|Percentage increase/(decrease) in the Market Price of the Shares in comparison with the last year figures. ||(5.46%) |
h. Managements Discussion and Analysis:
Managements Discussion and Analysis Report for the year under review asstipulated under SEBI (Listing Obligations & Disclosure Requirements) Regulations2015 is appended as Annexure I to this report.
i. Directors Responsibility Statement:
Pursuant to Section 134(3)(c) and Section 134(5) of the Companies Act 2013 the Boardof Directors to the best of their knowledge and ability confirm that: (i) in thepreparation of the annual accounts the applicable accounting standards have been followedand there are no material departures; (ii) the directors have selected suchaccounting policies and applied them consistently and made judgments and estimates thatare reasonable and prudent so as to give a true and fair view of the state of affairs ofthe Company at the end of the financial year and of the profit and loss of the Company forthat period; (iii) the directors have taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of theCompanies Act 2013 (erstwhile Companies Act 1956) for safeguarding the assets of theCompany and for preventing and detecting fraud and other irregularities; (iv) thedirectors have prepared the annual accounts on a going concern basis;
(v) the directors have laid down internal financial controls to be followed by theCompany and such internal financial controls are adequate and operating effectively; (vi)the directors have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.
j. Recommendations of the Audit Committee:
During the year under review all the recommendations made by the Audit Committee wereaccepted by the Board.
2. Human Resource Management:
To ensure good human resources management at Global Infratech & Finance Limited wefocus on all aspects of the employee lifecycle. This provides a holistic experience forthe employee as well. During their tenure at the Company employees are motivated throughvarious skill-development engagement and volunteering programs. All the while we createeffective dialogs through our communication channels to ensure that the feedback reach therelevant teams including the leadership.
a. Particulars of employees:
The table containing the names and other particulars of employees in accordance withthe provisions of Section 197(12) of the Companies Act 2013 read with Rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is appendedas Annexure II to this report.
The Details of the Top 10 employees as on 31st March 2017 as prescribed in the Rule5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014are as follow;
| ||Particulars of Employees as on 31stMarch 2017 |
|Name ||Mr. D. Nagendran ||Mr. Rakesh |
|Age ||38 ||38 |
|Designation ||Admin ||Admin |
|Nature of Employment ||Permanent ||Permanent |
|Monthly Remuneration ||17000 ||15000 |
|Qualification ||XII Std. ||SSC |
|Experience in years ||14 years ||8 years |
|Date of Joining ||01.04.2015 ||02.01.2016 |
|Particulars of Previous Employment ||Admin ||Admin |
Note: As on 31st March 2017 the company has only 2 employees on the permanent rolesof the Company
Further the Company currently do not provide any Employee Stock Option Scheme /Employee Stock Purchase Scheme to its employees.
b. Key Managerial Personnel:
i. Managing Director or Chief Executive Officer or Manager and in their absence aWhole-Time Director:
? There was no change in Key Managerial Personnel during the year.
ii. Company Secretary:
? During the year under review the Board did not find a suitable candidate for theposition of Company Secretary. The Board is in the Process of identifying a suitablecandidate for the position of Company Secretary.
iii. Chief Financial Officer:
? There was no change in Chief financial officer during the financial year.
3. Corporate Governance:
Corporate governance is an ethically driven business process that is committed tovalues aimed at enhancing an organization's brand and reputation. This is ensured bytaking ethical business decisions and conducting business with a firm commitment tovalues while meeting stakeholders' expectations. At Global Infratech & FinanceLimited it is imperative that our company affairs are managed in a fair and transparentmanner. This is vital to gain and retain the trust of our stakeholders. The Company iscommitted to maintain the highest standards of corporate governance and adhere to thecorporate governance requirements set out by SEBI. The Company has also implementedseveral best corporate governance practices as prevalent globally.
The Report on corporate governance as stipulated under SEBI (Listing Obligations &Disclosure Requirements) Regulations 2015 is appended as Annexure III to thisreport.
a. Auditors' certificate on corporate governance:
As required under SEBI (Listing Obligations & Disclosure Requirements) Regulations2015 the Auditors'certificate on corporate governance is appended as Annexure IVto this report.
b. Compliance Department:
Mr. Aallan Paul was the Compliance officer of the Company from 24th March 2015 to 21stJuly 2017. After that Mr. Pradeep Bissa (DIN : 07361524) became the Compliance Officerof the Company for complying with the requirements of SEBI (Prohibition of InsiderTrading) Regulation 1992 and the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015.
The Compliance Department of the Company is responsible for independently ensuring thatthe operating and business units comply with regulatory and internal guidelines. Newinstructions/guidelines issued by the regulatory authorities were disseminated across thecompany to ensure that the business and business units operate within the boundaries setby the regulators and that compliance risks are suitably monitored and mitigated in courseof their activities & processes.
c. Information on the Board of Directors of the Company:
During the year under review following changes took place in the Composition of Boardof Directors of the Company;
i. Mr. Farook (DIN: 01627979) ceased to be a Whole Time Director of the Company w.e.f.13th August 2016.
d. Board Diversity:
The Company recognizes and embraces the importance of a diverse board in its success.We believe that a truly diverse board will leverage differences in thought perspectiveknowledge skill regional and industry experience cultural and geographical backgroundage ethnicity race and gender which will help us retain our competitive advantage. TheBoard has adopted the Board Diversity Policy which sets out the approach to diversity ofthe Board of Directors. The Board Diversity Policy is available on our websitewww.globalinfrafin.com.
e. Details with regards to meeting of Board of Directors of the Company:
During the FY 2016-2017 7 (Seven) meetings of the Board of Directors of the Companywere held. For further details with regards to the meeting of Board of Directors pleaserefer to the Corporate Governance Report which forms part of this Report.
f. Policy on directors appointment and remuneration:
The current policy is to have an appropriate mix of Executive Non-executive andIndependent Directors to maintain the independence of the Board and separate itsfunctions of governance and management. As on 31st March 2017 the Board consist of 4Members (one) Executive Director (one) Non-Executive & Non-Independent Director andthe (two) Independent Directors. The Board periodically evaluates the need for change inits composition and size.
The Policy of the Company on Directors appointment and remuneration includingcriteria for determining qualifications positive attributes independence of director andother matters provided under Section 178(3) of the Companies Act 2013 adopted by theBoard is appended as Annexure V to this report. We affirm that the remunerationpaid to the director is as per the terms laid out in the said policy.
g. Declaration by Independent Directors:
The Company has received necessary declarations from each Independent Director underSection 149(7) of the Companies Act 2013 that he/she meets the criteria of independencelaid down in Section 149(6) of the Companies Act 2013 and Regulation 16(b) of SEBI(Listing Obligations & Disclosure Requirements) Regulations 2015.
h. Training of Independent Directors:
Every new Independent Director at the time of appointment is issued a detailedAppointment Letter incorporating the role duties and responsibilities remuneration andperformance evaluation process Code of Conduct and obligations on disclosures.
Further every new Independent Director is provided with copy of latest Annual Reportthe Code of Conduct the Code of Conduct for Internal Procedures and to Regulate Monitorand Report Trading by Insiders ("Code of Conduct - PIT") and the Code ofPractices & Procedures for Fair Disclosure of Unpublished Price Sensitive Information(the "Fair Practice Code") Tentative Schedule of upcoming Board and Committeemeetings.
The Company through its Executive Directors / Key Managerial Personnel conduct programs/presentations periodically to familiarize the Independent Directors with the strategyoperations and functions of the Company.
Thus such programs / presentations provides an opportunity to the Independent Directorsto interact with the senior leadership team of the Company and help them to understand theCompanys strategy business model operations services and product offeringsmarkets organization structure finance human resources technology quality facilitiesand risk management and such other areas as may arise from time to time. The Policy on theFamiliarization Programme for Independent Directors is available on our websitewww.globalinfrafin.com.
i. Boards Committees:
Currently the Board has three committees: the Audit Committee the Nomination andRemuneration Committee and the Stakeholders Relationship Committee. All Committees areappropriately constituted.
A detailed note on the Board and its Committees including the details on the dates ofCommittee Meetings is provided under the Corporate Governance Report of this AnnualReport. The composition of the committees and compliances as per the applicableprovisions of the Act and Rules are as follows:
|Name of the Committee ||Name of the Company Member ||Position in the Committee |
| ||Mr. Baskaran Sathya Prakash ||Chairman |
| ||Mr. Sambasivaiyer ||Member |
|Audit Committee || || |
| ||Swaminathan || |
| ||Mr. Aallan Paul ||Member |
| ||Mr. Sambasivaiyer ||Chairman |
|Nomination and ||Swaminathan || |
|Remuneration Committee ||Mr. Bhaskaran Satya Prakash ||Member |
| ||Mrs. Aliyar Riya ||Member |
| ||Mr. Aliyar Riya ||Chairman |
|Stakeholders Relationship Committee ||Mr. Aallan Paul ||Member |
| ||Mr. Bhaskaran Sathya Prakash ||Member |
j. Board Evaluation:
The Board of Directors has carried out an annual evaluation of its "ownperformance" "Board Committees" and "Individual Directors"pursuant to the section 134(3) of the Companies Act 2013 and SEBI (Listing Obligations& Disclosure Requirements) Regulation 2015.
The performance of the Board was evaluated by the Board after seeking inputs from allthe directors on the basis of the criteria such as the Board composition and structureeffectiveness of board processes information and functioning etc.
The performance of the Committees was evaluated by the Board after seeking inputs fromthe committee members on the basis of the criteria such as the composition of committeeseffectiveness of committee meetings etc.
The Board and the Nomination and Remuneration Committee ("NRC") reviewed theperformance of the individual directors on the basis of the criteria such as thecontribution of the individual director to the Board and committee meetings likepreparedness on the issues to be discussed meaningful and constructive contribution andinputs in meetings etc.
In a separate meeting of Independent Directors performance of Non-IndependentDirectors performance of the Board as a whole was evaluated The same was discussed inthe Board Meeting that followed the meeting of the Independent Directors at which thereport as submitted by the Independent Directors was taken on record and discussed.
The Equity Shares of the Company are listed on BSE Limited having its office at P. J.Towers Dalal Street Fort Mumbai 400001.
Your Company paid the Listing Fees to the BSE Limited for FY 2016-17 as well as for2017-18 in terms of Erstwhile Listing Agreement and Uniform Listing Agreement entered withthe said Stock Exchange(s).
Note of Suspension in the Trading of Securities of the Company at BSE:
BSE had vide Notice No. 20160304-28 dated 04th March 2016 informed all the TradingMembers of the Exchange about the requirement of the Companys which had issuedshares on Preferential basis in the previous 5 years to submit a Certificate to BSE fromthe Auditor failing which the trading in securities of those Companies shall be suspendedas a surveillance measure. In continuation with the above said notice BSE issued anotherNotice No. 20160328-15 dated 28th March 2016 informing all the Trading Members of theExchange that trading in securities in a list of 31 entities shall stand suspended w.e.f.Thursday March 31 2016 till further action.
In this regards your Company filed a Write Petition vide W.P(C)2808/2016 & CM No.11833/2013 with Honble High Court of Delhi for Stay on the Suspension of trading inthe Script of the Company.
Subsequently Honble High Court of Delhi issued Order dated 30th March 2016stating that due to absence of Counsel of BSE Limited the said hearing in the said mattershall be held on 31st March 2016 and till then there shall be a stay of the ordersuspending the trading in the securities of the Company.
Thereafter Honble High Court of Delhi issued Order dated 31st March 2016stating that the next hearing date shall be 04th April 2016 and further the stay of theorder suspending the trading in the securities of the company shall continue.
Subsequently BSE vide notice 20160331-36 dated 31st March 2016 informed the Companyand the trading members that the trading in the equity shares of the Company shall resumew.e.f. 1st April 2016.
Thereafter Honble High Court of Delhi issued Order dated 04th April 2016directing the Company to submit the required documents with BSE Limited by 8th April 2016and to appear before BSE officials for personal hearing on 22nd April 2016 if theCompany so desires and further directed BSE Limited to pass a speaking order on or before30th April 2016 in the said matter and further the stay of the order suspending thetrading in the securities of the company shall continue.
The Company on 08th April 2016 had submitted the requisite documents to the BSE videits letter dated 06th April 2016.
Further the Company vide its mail dated 18th April 2016 requested BSE Limited to letthe Company know if the Company officials needs to be present for the personal hearingwith BSE officials on 22nd April 2016 at 1100 Hrs.
Further upon receiving no communication from BSE even till 22nd April 2016 thecompany decided not to send its officials for the personal hearing as the High Courtorder has empowered the Company to decide if they wish to go for the personal hearing ornot.
Further it is found that BSE has not issued any speaking order on or before 2ndSeptember 2016 thus it is assumed that the trading in the equity shares of the Companyshall remain active.
a. Statutory Auditor:
At the Annual General Meeting held on 29th September 2015 M/s. M Jhunjhunwala &Associates Chartered Accountants (Firm Registration No. 328750E) were appointed asStatutory Auditors of the Company from the conclusion of the 20th Annual General Meetingof the Company held on 29th September 2015 till the conclusion of the 25th Annual GeneralMeeting to be held in the year 2020. In terms of the first proviso to Section 139 of theCompanies Act 2013 the appointment of the auditors shall be placed for ratification atevery Annual General Meeting. Accordingly the appointment of M/s. M. Jhunjhunwala &Associates Chartered Accountants as Statutory Auditors of the Company is placed forratification by the shareholders. In this regards the Company has received a certificatefrom the Auditors to the effect that if they are reappointed it would be in accordancewith the provisions of Section 141 of the Companies Act 2013.
b. Secretarial Auditors:
According to the provisions of Section 204 of the Companies Act 2013 read with Rule 9of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 theSecretarial Audit Report submitted by Secretarial Auditor M/s. Ankita Nevatia & Co. (COP No. 9709).
The Secretarial Audit Report for the FY 2016-2017 is appended as Annexure VI tothis report.
c. Comments of the Board on the qualification/reservation/adverse remarks/disclosuremade:
(i) by the Statutory Auditors in the Audit Report:
The Auditors report do not contain any qualifications reservations or adverseremarks
(ii) by the Secretarial Auditors in the Secretarial Audit Report:
a) The Company has not appointed a Company Secretary and/or Compliance Officer in termsof Section 203 (1)(ii) of the Companies Act 2013 and Regulation 6 of Securities andExchange Board of India (Listing Obligations and Disclosure Requirements) Regulation2015.
The Board with respect to the above mentioned qualification herewith submits that theBoard is in the Process of identifying a suitable candidate for the position of CompanySecretary.
b) The Company has not appointed a Chief Financial Officer in terms of Section 203(1)(iii) of the Companies Act 2013.
The Board with respect to the above mentioned qualification herewith submits that theBoard is in the Process of identifying a suitable candidate for the position of ChiefFinancial Officer.
c) The Company has not appointed an Auditor/Firm of Auditors who has/have subjectedhimself/themselves to peer review process and holds a valid certificate issued by PeerReview Board of Institute of Chartered Accountants of India as stipulated under Regulation33 (1)(d) SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.
The Board with respect to the above mentioned qualification herewith submits that theBoard is in the Process of identifying a suitable Auditor/Firm of Auditors who has/havesubjected himself/themselves to peer review process and holds a valid certificate issuedby Peer Review Board of Institute of Chartered Accountants of India; However the Board ofDirectors are of the view that M/s. M Jhunjhunwala & Associates CharteredAccountants the Statutory Auditors of the Company are competent to handle the StatutoryAudit of the Company.
d. Internal Financial Control:
The Board has adopted the policies and procedures for ensuring the orderly andefficient conduct of its business including adherence to the Company's policies thesafeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation ofreliable financial disclosures.
e. Risk Management:
The Company has a robust Risk Management framework to identify evaluate business risksand opportunities. This framework seeks to create transparency minimize adverse impact onthe business objectives and enhance the Companys competitive advantage. The businessrisk framework defines the risk management approach across the enterprise at variouslevels including documentation and reporting. The framework has different risk modelswhich help in identifying risks trend exposure and potential impact analysis at a Companylevel as also separately for business segments. The Company has identified various risksand also has mitigation plans for each risk identified. The Risk Management Policy of theCompany is available on our website www.globalinfrafin.com.
f. Vigil Mechanism:
The Company has established a mechanism for Directors and Employees toreport their concerns relating to frauds malpractices or any other activities or eventswhich are against the interest of the Company. The same has been disclosed in theCorporate Governance Report under the heading Whistle Blower Policy which forms part ofthe Directors Report. The Whistle Blower Policy is available on our websitewww.globalinfrafin.com.
g. Statement on Material Subsidiary:
The Company currently do not have any Material Subsidiary. The Policy on Identificationof Material Subsidiaries available on our website www.globalinfrafin.com.
5. Corporate Social Responsibility:
The Company has not developed and implemented any Corporate Social Responsibilityinitiatives as the provisions of Section 135 of the Companies Act 2013 is not applicableto the company.
6. Particulars on conservation of energy research and development technologyabsorption and foreign exchange earnings and outgo:
(i) Energy Conservation:
Conservation of energy continues to receive increased emphasis and steps are beingtaken to reduce the consumption of energy at all levels. The Company has taken steps toconserve energy in its office use consequent to which energy consumption had beenminimized. No additional Proposals/ Investments were made to conserve energy. Since theCompany has not carried on industrial activities disclosure regarding impact of measureson cost of production of goods total energy consumption etc are not applicable.
(ii) Foreign Exchange Earnings and Outgo:
Amount in Lacs
|Particulars ||2017 ||2016 |
|Earnings ||- ||- |
|Expenditure ||- ||- |
(iii) Research and Development & Technology Absorption:
The Company has not adopted any technology for its business and hence no reporting isrequired to be furnished under this heading. The Company will adopt necessary technologyas and when required in the furtherance of the business.
a. Extract of Annual Return:
In accordance with Section 134(3)(a) and Section 92(3) of the Companies Act 2013 anextract of the annual return in the prescribed format is appended as Annexure VIIto this Report.
b. Significant and Material Orders:
SEBI vide its Ex-parte Ad- Interim Order No. WTM/RKA/ ISD/ 162 /2014 dated 19thDecember 2014 issued under sections 11(1) 11(4) and 11B of The Securities and ExchangeBoard of India Act 1992 in the matter of First Financial Services Ltd has barred yourcompany from accessing the Securities Market till further directions. Further the saidorders have been confirmed by SEBI vide its Order No. WTM/RKA/ISD/113/2016 dated August25 2016. Your Company is taking necessary steps to vacate the said order so as far as itrelated to your Company.
Except for the above mentioned instance where in the order is an Ex-parte Ad-InterimOrder there has been no instance of non-compliance by the Company on any matter relatedto Capital Markets.
c. Disclosure under the Sexual Harassment of Women at workplace (PreventionProhibition and Redressal) Act 2013:
The Company has in place an Anti-Sexual Harassment Policy in line with the requirementof the Sexual Harassment of Women at workplace (Prevention Prohibition and Redressal) Act2013. All the employees (permanent contractual temporary trainees) are covered underthis policy.
During the year under review no complaints were received falling under the category ofSexual Harassment of Women.
d. Fraud Reporting:
No Fraud has been reported by the Auditors of the Company under Section 143(12) of theCompanies Act 2013.
e. Other Disclosures:
Your Directors state that no disclosure or reporting is required in respect to thefollowing items as there were no transactions on these items during the year under review:
(i) Issue of equity shares with differential rights as to dividend voting orotherwise.
(ii) Issue of shares (including sweat equity shares) to employees of the company underany scheme.
(iii) Redemption of Preference Shares and/or Debentures.
Your Directors wish to place on record their appreciation for the contribution made bythe employees at all levels but for whose hard work and support your companysachievements would not have been possible. Your Directors also wish to thank itscustomers dealers agents suppliers investors and bankers for their continued supportand faith reposed in the company.
| || ||By Order of the Board of Directors |
| || ||For GLOBAL INFRATECH & FINANCE LIMITED |
| ||Sd/- ||Sd/- |
| ||Pradeep Bissa ||Baskaran Sathya Prakash |
| ||(DIN: 07361524) ||(DIN: 01786634) |
| ||Managing Director ||Director |
|Date: 14.08.2017 || || |
|Place: Mumbai || || |