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Goldline International Finvest Ltd.

BSE: 538180 Sector: Financials
NSE: N.A. ISIN Code: INE204P01026
BSE LIVE 15:48 | 12 Oct 17.95 -0.35
(-1.91%)
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17.95

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17.95

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NSE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 17.95
PREVIOUS CLOSE 18.30
VOLUME 50500
52-Week high 31.09
52-Week low 14.70
P/E
Mkt Cap.(Rs cr) 935
Buy Price 0.00
Buy Qty 0.00
Sell Price 17.95
Sell Qty 500.00
OPEN 17.95
CLOSE 18.30
VOLUME 50500
52-Week high 31.09
52-Week low 14.70
P/E
Mkt Cap.(Rs cr) 935
Buy Price 0.00
Buy Qty 0.00
Sell Price 17.95
Sell Qty 500.00

Goldline International Finvest Ltd. (GOLDLINEINTL) - Director Report

Company director report

To

The Members

GOLD LINE INTERNATIONAL FINVEST LIMITED

Your Directors have pleasure in presenting before you the 23rd Annual Reportof the Company together with the Audited Statements of Accounts for the year ended 31stMarch 2015.

FINANCIAL RESULTS

(Amt in Rs.)

S. No. Particulars 2014-15 2013-14
1. Total Income/Loss 58971653.80 12382568
2. Less: Total Expenses 53226783.73 10015252.79
3. Profit Before Tax 5744870.07 2367315.21
4. Current Tax 1858418.00 795466
5. Profit/Loss after Tax 4007583.07 1533118.21

FINANCIAL PERFORMANCE

During the year under review the Company’s income is Rs. 589.72 lacs as againstincome of Rs. 123.82lacs in 2013-14. The net profit after tax during the year has been Rs.40.07 lacs as against the net profit of Rs. 15.33 lacs in the previous year. The raise inincome/profits was due to the increase in interest income.

RESERVE AND SURPLUS

As on 31st March 2015 Rs. 5229806.28 stood as the Amount of Reserve andSurplus after transferring Rs. 4007583.07 as the current year profit.

DIVIDEND

To plough back the profits in to the business activities no dividend is recommendedfor the financial year 2014-15.

STATE OF COMPANY AFFAIRS:

The Company is complying with all the applicable laws and provisions and there is noadverse action against the business operations of the Company.

SHARE CAPITAL

The Authorized Share Capital of the company as on 31st March2015 is Rs.525100000/-(Rupees Fifty Two crores and Fifty One lacs only) divided into 525100000equity Shares of Rs. 1 each. During the year under review Your Company in their 22ndAnnual General Meeting had approved the sub divide the face value of the equity sharesfrom Rs. 10 each to Rs. 1 each and thus altered the Capital Clause of the Memorandum ofAssociation.

CHANGE IN THE NATURE OF BUSINESS

During the year the Company has not changed its nature of business.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As required under Clause 49 of the Listing Agreements with Stock Exchanges theManagement Discussion and Analysis Report is presented in the separate section and formsan integral part of the Directors Report and attached as annexure I.

MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICHTHE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

There have been no material changes and commitments which can affect the financialposition of the Company occurred between the end of the financial year of the Company anddate of this report.

DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THEFINANCIAL STATEMENTS

The Company maintains appropriate systems of internal control including monitoringprocedures to ensure that all assets are safeguarded against loss from unauthorized useor disposition. Company policies guidelines and procedures provide for adequate checksand balances and are meant to ensure that all transactions are authorized recorded andreported correctly.

RISK MANAGEMENT POLICY

The Company has devised and implemented a mechanism for risk management and hasdeveloped a Risk Management Policy. The Policy provides for constitution of a RiskCommittee which will work towards creating a Risk Register identifying internal andexternal risks and implementing risk mitigation steps. The Committee will on a quarterlybasis provide status updates to the Board of Directors of the Company.

DEPOSITS

The Company has not accepted deposit from the public falling within the ambit ofSection 73 of the Companies Act 2013 and The Companies (Acceptance of Deposits) Rules2014. No amount of principal or interest was outstanding as on the date of Balance Sheet.

NAME OF THE COMPANIES WHICH HAVE BEEN BECOME OR CEASED TO BE ITS SUBSIDIARIES ANDASSOCIATE COMPANIES DURING THE YEAR

Since the Company has no subsidiaries as on 31st March 2015 provision of section 129of the Companies Act 2013 is not applicable.

PARTICULARS OF EMPLOYEES AND OTHER DISCLOSURE

The prescribed particulars of Employees required under Section 197(12) of the CompaniesAct 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 is given herein below:

The information required pursuant to Section 197(12) read with Rule 5(2) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect ofEmployees of the Company will be provided on request. In terms of Section 136 of the Actthe reports and accounts are being sent to the members and others entitled theretoexcluding the information on employees particulars mentioned in rule 5(2) of the said rulewhich is available for inspection by the Members at the Registered Office of the Companyduring the business hours on working days of the Company upto the date of ensuing AnnualGeneral Meeting. If any Member is interest in inspecting the same such Member may writeto the Compliance officer in advance.

DETAILS PERTAINING TO REMUNERATION AS REQUIRED UNDER SECTION 197(12) OF THE COMPANIESACT 2013 READ WITH RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIALPERSONNEL) RULES 2014

Sr. No. Name of Director/KMP and Designation

Remuneration of Director/ KMP for FY 2014-15 (Rs. In Lakhs)

% increase in Remuneration in FY 2014-15**

Ratio of Remuneration of Director to Median Remuneration of employees

Ratio of Remuneration of Director to Median Remuneration of Employees

1. Mr. Mahender Singh Whole Time Director

Nil

N.A.

N.A.

N.A.

2. Ms. Eti Vashisht CS

16000

NA

N.A.

N.A.

During the year under review Ms. Eti Vashisht resigned from the post of CompanySecretary w.e.f 9th June 2014.

The number of permanent employees as on 31st March 2015 was 3.

Average of remuneration of employees excluding KMPs Nil

No employee’s remuneration for the year 2014-15 exceeded the remuneration of anyof the Directors.

Company’s performance has been provided in the Directors’ Report which formspart of the Board Report.

Market Capitalisation was Rs. 2581.38 crores of 2014-15 as against Rs. Rs. 52.09 of2013-14.

The key parameter for the variable component of key managerial personnel(s) is linkedwith Company performance and Individual performance.

The remuneration of Directors KMPs and other employees is in accordance with theRemuneration Policy of the Company.

STATEMENT CONTAINING THE PARTICULARS OF EMPLOYEES IN ACCORDANCE WITH SECTION 197 OF THECOMPANIES ACT 2013 READ WITH RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OFMANAGERIAL PERSONNEL) RULES 2014 AND FORMING PART OF DIRECTORS’

REPORT FOR THE FINANCIAL YEAR ENDED MARCH 31 2015 NOT APPLICABLE

STATUTORY AUDITORS

The Board has recommended ratification of appointment of M/s Agrawal Goyal &Co. Chartered Accountants (Firm Registration number 004977C) by the shareholders atthe forthcoming Annual General meeting. The Company has received a letter from M/sAgrawal Goyal & Co. Chartered Accountants confirming their eligibility underSection 141 of the companies Act 2013.

AUDITORS’ REPORT

The Board has duly examined the Statutory s Auditor Report to the Accounts which isself-explanatory. Clarifications wherever necessary have been included in the Notes toaccounts section of the financial statements of this Annual Report. The Report does notcontain any qualification or adverse remark

CHANGE OF REGISTERED OFFICE

During the period the Company has changed its Registered Office from G-6 GroundFloor House No.4346 Gali No. 4-C Ansari Road Darya Ganj New Delhi - 110002 to FlatNo. 116 First Floor Hemkunt Chamber 89 Nehru Place New Delhi - 110 019 w.e.f.February 05 2015.

CORPORATE GOVERNANCE REPORT

In terms of the provisions of Clause 49 of the Listing Agreement the Report onCorporate Governance is attached to the report as an Annexure II.

Certificate from the Statutory Auditors of the company M/s Agrawal Goyal & Co.Chartered Accountants confirming the compliance with the conditions of CorporateGovernance as stipulated under Clause 49 of the Listing Agreement is attached to thisreport.

EXTRACT OF THE ANNUAL RETURN

The extract of the annual return in form no. MGT 9 has been annexed to the Report asAnnexure-III.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars as required under the provisions of Section 314(3)(m) of the CompaniesAct 2013 read with Rule 8(3) of The Companies (Accounts) Rules 2014 in respect ofConservation of Energy and Technology Absorption have not been furnished considering thenature of activities undertaken by the Company during the year under review.

There was no foreign exchange earning & outgo during the financial year underreview.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

During the year under review the Company is not required to comply with the provisionsrelated to Corporate Social Responsibility on the basis of its financial statement.

DIRECTORS & COMMITTEES:

a) Changes in Directors and Key Managerial Personnel

During the year under review Mr. Nihar Ranjan Mishra resigned from the post ofdirector and Mr. Ashish Kumar appointed as Additional Director w.e.f.11/03/2015.

Mr. Arun Kumar Gupta resignd from the post of director and Ms. Asha Rani appointed asAdditional Director w.e.f. 25/03/2015.

During the year under review Ms. Eti Vashisht Company Secretary resigned from theCompany w.e.f. 9th June 2015.

b) Declaration by an Independent Director(s) and re- appointment if any

All Independent Directors have given declaration that they meet the criteria ofindependence as laid down under Section 149(6) of the Companies Act and ListingAgreement.

c) Formal Annual Evaluation of Board

Pursuant to the provisions of companies Act 2013 and clause 49 of the ListingAgreement the Board has carried out annual performance evaluation of its own performancethe directors individually as well the evaluation of the working of its Audit Nomination& Remuneration and Stakeholder relationship committee. The manner in which theevaluation has been carried out has been explained in Corporate Governance Report.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

a. BOARD MEETINGS

During the year Twelve Board Meetings were convened and held. The details of which aregiven below. The intervening gap between the Meetings was within the period prescribedunder the Companies Act 2013.

S. No. Date of meeting Total No. of Directors on the Date of Meeting No. of Directors attended
1. 05.05.2014 4 4
2. 30.05.2014 4 4
3. 09.06.2014 4 4
4. 15.07.2014 4 4
5. 12.08.2014 4 4
6. 13.11.2014 4 4
7. 05.02.2015 4 4
8. 13.02.2015 4 4
9. 11.03.2015 4 4
10. 25.03.2015 4 4
11. 28.03.2015 4 4
12. 31.03.2015 4 4

COMPOSITION AND MEETINGS OF AUDIT COMMITTEE

The Composition and terms of reference of the Committee satisfy the requirementsSection 177 of the Companies Act 2013. Audit Committee met 7 times during the financialyear 2014-15 on 30.05.2014 15.07.2014 12.08.2014 13.11.2014 13.02.2015 11.03.201525.03.2015 and following is the composition:

Name of Member Designation Category
Mr. Mahesh Chand Chairman Non Executive and Independent Director
Mr. Ashish Kumar Member Non Executive and Independent Director
Ms. Asha Rani Member Non Executive and Non Independent Director

COMPOSITION AND MEETINGS OF STAKEHOLDERS RELATIONSHIP COMMITTEE

The Composition and terms of reference of the Committee satisfy the requirementsSection 178 of the Companies Act 2013. The Committee met 6 times during the financialyear 2014-15 on 30.05.2014 12.08.2014 13.11.2014 13.02.2015 11.03.2015 25.03.2015 andfollowing is the composition:

Name of Member Designation Category
Mr. Ashish Kumar Chairman Non Executive and Independent Director
Mr. Mahesh Chand Member Non Executive and Independent Director
Mr. Asha Rani Member Non Executive and Non Independent Director

NOMINATION & REMUNERATION COMMITTEE

The Company has duly constituted Nomination and Remuneration Committee to align withthe requirements prescribed under the provisions of the Companies Act 2013.

The details of the Composition of the Nomination and Remuneration Committee are givenbelow:

Name of Member Designation Category
Mr. Ashish Kumar Chairman Non Executive and Independent Director
Mr. Mahesh Chand Member Non Executive and Independent Director
Mr. Asha Rani Member Non Executive and Non Independent Director

DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES

The Company has established a Vigil Mechanism that enables the Directors and Employeesto report genuine concerns. The Vigil Mechanism provides for (a) adequate safeguardsagainst victimization of persons who use the Vigil Mechanism; and (b) direct access to theChairperson of the Audit Committee of the Board of Directors of the Company in appropriateor exceptional cases. Details of the Vigil Mechanism policy are made available on theCompany s website.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186

During the year Company has not provided Loans Guarantees and Investments coveredunder the provisions of Section 186 of the Companies Act 2013.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The Company has no material significant transactions with its related parties which mayhave a potential conflict with the interest of the Company at large. The details oftransactions with the Company and related parties are given for information under notes toAccounts.

INFORMATION UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013

In order to prevent sexual harassment of women at workplace; the provisions of SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013 areeffective in the Company. Under the said Act every company is required to set up anInternal Complaints Committee to look into complaints relating to sexual harassment atworkplace of any women employee. There was no complaint on sexual harassment during theyear under review.

MANAGERIAL REMUNERATION POLICY

Provisions relating to Managerial Remuneration as per Section 197 read with Rule 5 ofThe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 The Boardhave on the recommendation of the Nomination & Remuneration Committee framed a Policyfor Selection and appointment of Directors Senior management and their Remuneration. TheRemuneration Policy is stated in the Corporate Governance Report.

SECRETARIAL AUDIT REPORT

Provisions relating to Secretarial Audit as per Section 204 read with Rule 9 of TheCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 the Companyhave appointed M/s. K.K. Mishra & Associates Company Secretaries to undertakethe Secretarial audit of the Company for the Financial Year 2014-15. The report is annexedas Annexure IV.

With respect to the qualifications the Company is searching the best candidate for thepost of Company Secretary and Chief Financial officer and would try to intimate and filethe required information/compliances timely.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATIONS IN FUTURE

No significant and material orders have been passed by the regulators or courts ortribunals impacting the going concern status and company s operations in future.

AUDIT OBSERVATIONS

Auditors observations are suitably explained in notes to the Accounts and areself-explanatory.

HUMAN RESOURCES

There are no employees as on date on the rolls of the Company who are in receipt ofRemuneration which requires disclosures under Section 134 of the Companies Act 2013 andCompanies (Particulars of Employees) Rules 1975.

During the year under review relationship with the employees is cordial.

DIRECTORS’ RESPONSIBILITY STATEMENT

The Directors Responsibility Statement referred to in clause (c) of sub-section(3) of Section 134 of the Companies Act 2013 shall state that -

(a) In the preparation of the annual accounts the applicable accountingstandards had been followed along with proper explanation relating to material departures;

(b) the directors had selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the company at the end of thefinancial year and of the profit and loss of the company for that period;

(c) The directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets 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; and

(e) The directors in the case of a listed company had laid down internalfinancial controls to be followed by the company and that such internal financial controlsare adequate and were operating effectively. NOT APPLICABLE

(f) The directors had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.

ACKNOWLEDGEMENT

Directors take this opportunity to express their thanks to various departments of theCentral and State Government Bankers Material Suppliers Customers and Shareholders fortheir continued support and guidance.

The Directors wish to place on record their appreciation for the dedicated efforts putin by the employees of the Company at all levels.

By Order of the Board of Directors
GOLD LINE INTERNATIONAL FINVEST LIMITED
Sd/- Sd/-
Place: New Delhi Mahendra Singh Asha Rani
Date: 31/08/2015 Director Director
DIN: 06437665 DIN: 0684245