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Golechha Global Finance Ltd.

BSE: 531360 Sector: Financials
NSE: N.A. ISIN Code: INE427D01011
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VOLUME 75
52-Week high 12.81
52-Week low 5.16
P/E 15.33
Mkt Cap.(Rs cr) 4
Buy Price 7.16
Buy Qty 133.00
Sell Price 0.00
Sell Qty 0.00
OPEN 7.51
CLOSE 7.16
VOLUME 75
52-Week high 12.81
52-Week low 5.16
P/E 15.33
Mkt Cap.(Rs cr) 4
Buy Price 7.16
Buy Qty 133.00
Sell Price 0.00
Sell Qty 0.00

Golechha Global Finance Ltd. (GOLECHGLOBFIN) - Director Report

Company director report

Your Directors hereby present the Twenty Sixth Annual Report together withAudited Financial Statements for the year ended 31st March 2017.

FINANCIAL SUMMARY OR HIGHLIGHTS/PERFORMANCE OF THE COMPANY:

The financial highlights for the current year in comparison to the previous year are asunder:

(Rupees In Lakhs)
PARTICULARS Current Year (2016-17) Previous year (2015-16)
Total Income 76.25 65.81
Total Expenditure 44.71 38.97
Profit before tax 31.54 26.84
Provision for taxation (Current previous Years and Deferred Tax) 10.68 8.91
Profit after taxation 20.85 17.93
Add: Balance brought forward from previous year 73.01 58.66
Profit available for appropriation 93.85 76.59
Appropriations:
Transfer to statutory reserve 4.17 3.58
Balance in Surplus 89.68 73.01

FINANCIAL PERFORMANCE :

During the year under review the interest income from loans granted was Rs. 76.25 Lacsas against Rs. 65.81 Lacs for the previous year. The considerable increase in revenues ison account of higher realization of Trade Receivables / earnings of interest on financesmade by it. The operations of the Company have resulted in Profit after Tax of Rs 20.85Lacs as against Rs. 17.93 Lacs in the previous year which is on account of the employeebenefit expenses and other expenses.

TRANSFERS TO RESERVES:

The Company had transferred Rs. 4.17 Lacs to Statutory reserves.

COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES JOINT VENTURES ORASSOCIATE COMPANIES DURING THE YEAR:

Your company does not have any subsidiaries joint ventures or associate companiesduring the year.

DIVIDEND:

With a view to conserve resources for long term needs of the Company your Directors donot recommend any dividend for the financial year 2016-17.

AUDITORS:

The shareholders in their meeting held on 23rd September 2014 approvedappointment of M/s. V. Goyal & Associates Chartered Accountants Kolkata (ICAI FirmRegistration No. 312136E) as the Statutory Auditors of the Company to hold office till theconclusion of 28th Annual General Meeting subject to ratification ofshareholders in every Annual General Meeting. Accordingly a resolution seeking Members'ratification on appointment of M/s. V. Goyal & Associates Chartered AccountantsKolkata (ICAI Firm Registration No 312136E) for FY 2017-18 is included in item No. 3 ofthe Notice convening the Annual General Meeting.

The Company has received letter from the M/s. V. Goyal & Associates CharteredAccountants under Section 139(1) of the Companies Act 2013 and the Rules framedthereunder confirming their eligibility to the effect that their appointment if madewould be within the prescribed limits under provisions of sections specified under the Actand that they are not disqualified for such re- appointment within the meaning of sectionof the said Act.

AUDITORS REPORT:

The auditors have given their report on the Annual Accounts of the Company and there isno reservation or qualification made by them. The notes given in the Auditors Report areself-explanatory and needs no further clarification.

INTERNAL AUDITORS:

The Board of Directors based on the recommendation of the Audit Committee haveappointed M/s Goyal Y.K & Associates Chartered Accountants (ICAI Firm RegistrationNo 322748E) as the Internal Auditors of your Company.

SECRETARIAL AUDITORS & SECRETARIAL AUDIT REPORT:

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed Ms. Disha Dugar Company Secretary in Practice to undertake the SecretarialAudit of the Company.

The Secretarial Audit Report is annexed herewith as "Annexure IV" tothis report

REPLY TO QUALIFICATIONS IN SECRETARIAL AUDIT REPORT :

Company Secretary not appointed as per Section 203 of the Act the company has takensteps to appoint one but has not yet found the suitable candidates

The Company is searching for a suitable candidate for the position of company secretaryand will be appointing the right person.

Company Satisfaction of Charge as per Section 82 of the Act not reported to theRegistrar of Companies. The Company has affirmed to file the same at the earliest

The charge being referred to pertains to a transaction before the takeover of thecompany from the old management and the documents required for reporting satisfaction ofcharges was not provided to the new management and the Company is following up with thebank for required documents.

DIRECTORS:

In accordance with the provisions of Section 152 of the Companies Act 2013 Mr. DivyaGarg Director of the Company retires by rotation and being eligible has offered himselffor re-appointment.

DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL WHO WERE APPOINTED OR HAVE RESIGNEDDURING THE YEAR:

Excepting for re appointment of Mr. Divya Garg retirement by rotation during theperiod under report there was no changes in the composition of Board of Directors none ofthe Directors have resigned during the year.

His profile and the experience in specific functional areas and other directorshipsheld by him as stipulated in Regulations of the Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 is provided in theAdditional Information Section forming part of Notice.

The details of Committees of the Board are given in Annexure-I forming part ofthis Board's Report.

DECLARATION GIVEN BY INDEPENDENT DIRECTORS:

Every Independent Director at the first meeting of the Board in which he participatesas a Director and thereafter at the first meeting of the Board in every financial yeargives a declaration that he meets the criteria of independence as provided under theCompanies Act 2013 and the Company has taken the note of the same.

NUMBER OF MEETINGS OF THE BOARD DURING THE YEAR

The Board of Directors of the Company met 4 (four times) that is on 28.05.201613.08.2016 14.11.2016 11.02.2017 and there was 1(one) Independent Directors meeting heldon 11.02.2017 during the year.

FIXED DEPOSITS:

The Company has not accepted any deposits within the meaning of Section 73 of theCompanies Act 2013 and the Companies (Acceptance of deposits) Rules 2014.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT2013 :

The Company being a non-banking finance Company registered with the Reserve Bank ofIndia and engaged in the business of giving loans is exempt from complying with theprovisions of section 186 of the Companies Act 2013. Accordingly the disclosures of theloans given as required under the aforesaid section have not been given in this Report.

CHANGES IN NATURE OF BUSINESS

There is no change in the nature of business during the period under review.

MATERIAL CHANGES AND COMMITMENTS :

There were no material changes and commitments affecting the financial position of theCompany occurred between the end of the financial year of the Company to which thefinancial statements relate and the date of the report.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to Section 134 (5) of the Companies Act 2013 your Directors confirm that tothe best of their knowledge and belief and according to the information and explanationobtained by them

i) In the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures; ii) Suchaccounting policies as mentioned in the notes to the financial statements have beenselected and applied consistently and judgments and estimates that are reasonable andprudent made so as to give a true and fair view of the state of affairs of the Company atthe end of the financial year 2016-17 and of the profit of the Company for that period;iii) Proper and sufficient care has been taken for the maintenance of adequate accountingrecords in accordance with the provisions of the Companies Act 2013 for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities; iv)The annual accounts for the year 2016-17 have been prepared on a going concern basis; v)That proper internal financial controls were in place and that the financial controls wereadequate and were operating effectively; vi) That systems to ensure compliance with theprovisions of all applicable laws were in place and were adequate and operatingeffectively.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY :

The Company has a Whistle Blower Policy framed to deal with instance of fraud andmismanagement if any in the group. The details of the policy are explained along withother policies of the Company in the Annexure-II which forms part of this reportand also posted on the website of the Company www.golechhaglobal.com.

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES PURSUANT TO PROVISIONS OF SECTION 188(1)OF COMPANIES ACT 2013 :

There were no contracts or arrangements with related parties as specified in section188 (1) of the Act during the financial year 2016-17.

RISK MANAGEMENT:

The Company has risk management mechanism in place which mitigates the risk atappropriate situations and there are no elements of risk which in the opinion of Board ofDirectors may threaten the existence of the Company. A detailed description of the risks& threats has been disclosed in the Management Discussion Analysis Report forming partof the Annual Report.

ENERGY CONSERVATION TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO :

Information required under section 134(3)(m) read with Rule 8 of the Companies(Accounts) Rules 2014 of the Companies Act has not been given as the same is notapplicable owing to the nature of activities and there was no foreign earnings and outgoduring the year under review.

EXTRACT OF ANNUAL RETURN :

The details forming part of the extract of the Annual Return in form MGT 9 is annexedherewith as Annexure - III to this report.

LISTING :

Your Company's shares are listed on the BSE Limited and the listing fees for FinancialTear 2017-18 is paid.

PERFORMANCE EVALUATION :

Pursuant to the provisions of the Companies Act 2013 and of the of the Securities AndExchange Board of India (Listing Obligations And Disclosure Requirements) Regulations2015 the Board has carried out the annual performance evaluation of its own performancethe Directors individually as well as the evaluation of the working of its AuditNomination and Remuneration and Compliance Committees.

A structured questionnaire was prepared after taking into consideration inputs receivedfrom the Directors covering various aspects of the Board's functioning such as adequacyof the composition of the Board and its Committees Board culture execution andperformance of specific duties obligations and governance.

A separate exercise was carried out to evaluate the performance of individual Directorsincluding the Chairman & Managing Director of the Board who were evaluated onparameters such as level of engagement and contribution independence of judgmentssafeguarding the interest of the Company and its minority shareholders etc.

The performance evaluation of the Independent Directors was carried out by the entireBoard. The performance evaluation of the Chairman and the Non Independent Directors wascarried out by the Independent Directors who also reviewed the performance of theSecretarial Department. The Directors expressed their satisfaction with the evaluationprocess.

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

The Company has in place proper and adequate internal control systems commensurate withthe nature of its business size and complexity of its operations. Internal controlsystems comprising of policies and procedures designed to ensure reliability of financialreporting timely feedback on achievement of operational and strategic goals compliancewith policies procedure applicable laws and regulations and that all assets andresources acquired are used economically.

HUMAN RESOURCES :

Your Company considers its Human Resources as the key to achieve its objectives.Keeping this in view your Company takes utmost care to attract and retain qualityemployees. The employees are sufficiently empowered and such work environment propels themto achieve higher levels of performance. The unflinching commitment of the employees isthe driving force behind the Company's vision. Your Company appreciates the spirit of itsdedicated employees.

PARTICULARS OF EMPLOYEES :

The information required pursuant to Section 197 read with Rule 5 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect of employeesof the Company is herewith annexed as Annexure - V to this report.

CORPORATE GOVERNANCE :

Since the paid up capital of the Company is less than Rs. 10 Crores and the networth ofthe Company is less than Rs.25 Crores the provisions of Regulations 17 18 19 20 2122 23 24 25 26 27 and clauses (b) to (i) of sub-regulation 2 of Regulation 46 andpara C D & E of Schedule V of the Securities Exchange Board of India (ListingObligations and Disclosure Requirements)Regulations 2015 are not applicable to theCompany.

DETAILS ABOUT THE CORPORATE SOCIAL RESPONSIBILITY POLICY DEVELOPED AND IMPLEMENTED BYTHE COMPANY :

The Company does not meet the Criteria as specified in Section 135 of the CompaniesAct 2013 regarding Corporate Social Responsibility.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS :

There are no significant material orders passed by the Regulators / Courts which wouldimpact the going concern status of the Company and its future operations.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN 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 Women at the Workplace (Prevention Prohibition &Redressal) Act 2013. Internal Complaints Committee (ICC) has been set up to redresscomplaints received regarding sexual harassment. All employees (permanent contractualtemporary trainees) are covered under this policy. The following is a summary of sexualharassment complaints received and disposed off during the financial year 2016-17:

• No. of complaints received: Nil

• No. of complaints disposed off : Nil

ACKNOWLEDGEMENTS :

Your directors place on record their appreciation for the sense of commitment andsincerity shown by the employees .They also place on record their deep admiration andacknowledge with gratitude for the support and co-operation extended by the clientsbankers investors and shareholders at large for their unwavering support throughout theyear.

By The Order Of The Board
For Golechha Global Finance Limited
Sd/-
Gyan Swaroop Garg
Chairman & Managing Director
(DIN: 00602659)
Place : Kolkata
Date : 14.08.2017

Annexure - I COMMITTEES OF THE COMPANY

1. AUDIT COMMITEE :

The Audit Committee consists of 2 Independent Directors and one Non executive Director.It provides assistance to the Board of Directors in fulfilling its oversightresponsibilities. The Audit committee has been entrusted with the responsibilities as laiddown under Section 177 of the Companies Act 2013 and Regulation 18 of the Securities andExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 to the extent applicable and required.

COMPOSITION :

The committee consists of the following members:

Name of the Director Category No. of meetings Attended
Devendra Kumar Garg Chairman 4
Durga Ramkrishnan Member 4
Divya Garg Member 4

Meetings during the year :

During the Financial year ended 31st March 2017 the Audit Committee met 4times as follows and all the members were present in each of such meetings.

28.05.2016 13.08.2016 14.11.2016 11.02.2017

All recommendations made by the audit committee during the year were accepted by theBoard.

Terms of Reference:

The terms of reference of the Audit Committee are as per the guidelines set out in theSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015 entered into with Stock Exchanges read with Section 177 of the CompaniesAct 2013 and includes such other functions as may be assigned to it by the Board fromtime to time.

(i) Powers of Audit Committee:

To investigate any activity within its terms of reference.

To seek information from any employee

To obtain outside legal or other professional advice.

To secure attendance of outsiders with relevant expertise if it considers necessary.

(ii) Role of the Audit Committee includes:

(1) oversight of the listed entity's financial reporting process and the disclosure ofits financial information to ensure that the financial statement is correct sufficientand credible;

(2) recommendation for appointment remuneration and terms of appointment of auditorsof the listed entity;

(3) approval of payment to statutory auditors for any other services rendered by thestatutory auditors;

(4) reviewing with the management the annual financial statements and auditor'sreport thereon before submission to the board for approval with particular reference to:

(a) matters required to be included in the director's responsibility statement to beincluded in the board's report in terms of clause (c) of sub-section (3) of Section 134 ofthe Companies Act 2013.

(b) changes if any in accounting policies and practices and reasons for the same.

(c) major accounting entries involving estimates based on the exercise of judgment bymanagement.

(d) significant adjustments made in the financial statements arising out of auditfindings. (e) compliance with listing and other legal requirements relating to financialstatements. (f) disclosure of any related party transactions.

(g) modified opinion(s) in the draft audit report.

(5) reviewing with the management the quarterly financial statements beforesubmission to the board for approval.

(6) reviewing with the management the statement of uses / application of funds raisedthrough an issue (public issue rights issue preferential issue etc.) the statement offunds utilized for purposes other than those stated in the offer document / prospectus /notice and the report submitted by the monitoring agency monitoring the utilisation ofproceeds of a public or rights issue and making appropriate recommendations to the boardto take up steps in this matter.

(7) reviewing and monitoring the auditor's independence and performance andeffectiveness of audit process.

(8) approval or any subsequent modification of transactions of the listed entity withrelated parties.

(9) scrutiny of inter-corporate loans and investments.

(10) valuation of undertakings or assets of the listed entity wherever it isnecessary.

(11) evaluation of internal financial controls and risk management systems.

(12) reviewing with the management performance of statutory and internal auditorsadequacy of the internal control systems.

(13) reviewing the adequacy of internal audit function if any including the structureof the internal audit department staffing and seniority of the official heading thedepartment reporting structure coverage and frequency of internal audit.

(14) discussion with internal auditors of any significant findings and follow up thereon.

(15) reviewing the findings of any internal investigations by the internal auditorsinto matters where there is suspected fraud or irregularity or a failure of internalcontrol systems of a material nature and reporting the matter to the board.

(16) discussion with statutory auditors before the audit commences about the natureand scope of audit as well as post-audit discussion to ascertain any area of concern.

(17) to look into the reasons for substantial defaults in the payment to thedepositors debenture holders shareholders (in case of non-payment of declared dividends)and creditors.

(18) to review the functioning of the whistle blower mechanism;

(19) approval of appointment of chief financial officer after assessing thequalifications experience and background etc. of the candidate;

(20) Carrying out any other function as is mentioned in reference of the auditcommittee.

2. NOMINATION AND REMUNERATION COMMITTEE :

The Nomination and Remuneration Committee has been formed in compliance with Regulation19 on SEBI (LODR) of the Listing Regulation 2015 and pursuant to Section 178 of theCompanies Act 2013 comprising of 2 Independent Directors and one Non Executive Director.

Details on composition of the Nomination and Remuneration Committee and the attendanceby each Member of the Nomination and Remuneration Committee are as under:

S.No Name Designation
1 Devendra Kumar Garg Chairman
2 Durga Ramkrishnan Member
3 Divya Garg Member

Terms of Reference :

Attraction and Retention strategies for employees.

Determine the compensation (including salaries and salary adjustments incentives /benefits bonuses) and Performance targets of the Chairman Managing Director COO CFOCEO & other senior management personnel.

Review employee development strategies.

Formulate a criteria for determining qualifications positive attributes andindependence of a director.

Recommend to the Board a policy for the remuneration of directors key managerialpersonnel and other employees.

Identify and nominate for the approval of the Board candidates to fill Board vacanciesas and when they arise.

Recommend the appointment of any director to executive or other employment/place ofprofit in the Company.

Recommend the sitting fees to be paid to Non Executive Directors.

3. STAKEHOLDERS RELATIONSHIP COMMITTEE/SHAREHOLDERS/INVESTORS GRIEVANCEREDRESSAL COMMITTEE

The Shareholder's /Investor Redressal committee has been formed in compliance ofRegulation 20 of the SEBI (LODR) and pursuant to Section 178(5) of the Companies Act 2013.The Stakeholders Relationship Committee consists of three members including 2 IndependentDirectors and one Non-Executive Director.

Terms of reference

1. Formulation of procedures in line with the statutory guidelines to ensure speedydisposal of various requests received from shareholders from time to time.

2. monitors expeditious redressal of investor grievance matters received from the stockexchanges SEBI registrar of companies monitoring redressal of queries / complaintsreceived from members relating to transfers non-receipt of annual report non receipt ofdividend redressal of grievances of shareholders debenture holders and other securityholders to approve register refuse to register transfer / transmission of shares andother securities.

3. To sub-divide consolidate and / or replace any share or other securitiescertificate(s) of the Company.

4. To authorise affixation of common seal of the Company.

5. To issue duplicate share/other security(ies) certificate(s) in lieu of the originalshare/ security(ies) certificate(s) of the Company.

6. To approve the transmission of shares or other securities arising as a result ofdeath of the sole/any joint shareholder.

7. To review of dematerialization or rematerialization of the issued shares and otherrelated matters.

8. To further delegate all or any of the power to any other employee(s) officer(s)representative(s) consultant(s) professional(s) or agent(s). and

9. Carrying out any other function contained in the equity listing agreements as andwhen amended from time to time.

Composition

• Mr. Divya Garg - Director

• Mr. Devendra Kumar Garg - Member

• Mrs.Durga Ramakrishnan - Member

Mr. Gyan Swaroop Garg Managing Director of the company is the compliance officer ofthe Company.

The company has registered itself under SEBI Compliant Redressal System (SCORES) forfaster and transparent processing of Investor Grievance. The details of Complaints receiveand resolved during the year is as follows:

1 Pending at the beginning of the year 0
2 Received during the year 0
3 Disposed of during the year 0
4 Remaining unresolved at the end of the year 0

There are no outstanding complaints as on 31st March 2017.

By The Order Of The Board
For Golechha Global Finance Limited
Sd/-
Gyan Swaroop Garg
Chairman & Managing Director
(DIN: 00602659)
Place : Kolkata
Date : 14.08.2017

Annexure-II

POLICIES OF THE COMPANY

1. Vigil Mechanism / Whistle Blower Policy

The Whistle Blower (Vigil) mechanism provides a channel to the employees to report tothe management concerns about unethical behavior actual or suspected fraud or violationof the Codes of Conduct or policy and also provides for adequate safeguards againstvictimization of employees by giving them direct access to the Chairman of the AuditCommittee in exceptional cases.

The Policy covers malpractices and events which have taken place / suspected to havetaken place misuse or abuse of authority fraud or suspected fraud violation of Companyrules manipulations negligence causing danger to public health and safetymisappropriation of monies and other matters or activity on account of which the interestof the Company is affected and formally reported by whistle blowers concerning itsemployees.

The Whistle Blower Policy is of the Company is also posted on the website of theCompany.

2. Related Party Transaction Policy.

Golechha Global Finance Limited (the Company) recognizes that Related PartyTransactions can present potential or actual conflicts of interest and may raise questionsabout whether such transactions are consistent with the Company's and its stockholders'best interests.

Hence keeping in view the frequency of transactions entered by the Company with therelated parties the Board has in accordance with the Companies Act 2013 and Regulation23 of SEBI (Listing Obligations And Discloser Requirement) Regulations 2015 adopted apolicy on related party transactions to ensure high level of transparency in all itsbusiness dealings thereby promoting good corporate governance.

The Company has been entering into the transactions in the ordinary course of businessand on arms length basis.

The Company also has a Code of Conduct for all employees officers and directors of theCompany which emphasizes that all possible conflicts of interest should be avoided.

Therefore it is found appropriate to adopt a policy regarding the review and approvalof Related Party Transactions in order to set forth the procedures under which certaintransactions must be reviewed approved or ratified.

3. Nomination and Remuneration Policy

1. Introduction

Golechha Global Finance Limited (GOLECHHA) believes that an enlightened Boardconsciously creates a culture of leadership to provide a long-term vision and policyapproach to improve the quality of governance. Towards this GOLECHHA ensures constitutionof a Board of Directors with an appropriate composition size diversified expertise andexperience and commitment to discharge their responsibilities and duties effectively.GOLECHHA recognizes the importance of Independent Directors in achieving the effectivenessof the Board. GOLECHHA aims to have an optimum combination of Executive Non-Executive andIndependent Directors.

GOLECHHA also recognizes the importance of aligning the business objectives withspecific and measureable individual objectives and targets. The Company has thereforeformulated the remuneration policy for its Directors Key Managerial Personnel and otheremployees keeping in view the following objectives:

a) Ensuring that the level and composition of remuneration is reasonable and sufficientto attract retain and motivate to run the Company successfully.

b) Ensuring that relationship of remuneration to performance is clear and meets theperformance benchmarks.

c) Ensuring that remuneration involves a balance between fixed and incentive payreflecting short and long term performance objectives appropriate to the working of theCompany and its goals.

2. Scope :

This Policy sets out the guiding principles for the Nomination and RemunerationCommittee for identifying persons who are qualified to become Directors and to determinethe independence of Directors in case of their appointment as independent directors ofthe Company and also for recommending to the Board the remuneration of the Directors KeyManagerial Personnel and other employees of the Company.

3. Terms and References:

In this Policy the following terms shall have the following meanings:

3.1 "Director" means a Director appointed to the Board of a Company.

3.2 "Nomination and Remuneration Committee" means the committee constitutedby GOLECHHA's Board in accordance with the provisions of Section 178 of the Companies Act2013 and Regulation 19 of SEBI (Listing Obligations and Discloser Requirement)Regulations 2015.

3.3 Independent Director" means a Director referred to in sub-section (6) ofSection 149 of the Companies Act 2013 and Regulation 16 (1) (b) of SEBI (ListingObligations and Discloser Requirement) Regulations 2015.

3.4 "Key Managerial Personnel" means

(i) the Chief Executive Officer or the Managing Director or the Manager; (ii) theCompany Secretary.

(iii) the Whole-time Director. (iv) the Chief Financial Officer. and

(v) such other officer as may be prescribed under the Companies Act 2013

4. Selection of Directors and determining Directors' independence 4.1. Qualificationsand criteria

4.1.1 The Nomination and Remuneration (NR) Committee and the Board shall review on anannual basis appropriate skills knowledge and experience required of the Board as awhole and its individual members. The objective is to have a Board with diverse backgroundand experience that is relevant for the Company's global operations.

4.1.2 In evaluating the suitability of individual Board members the NR Committee maytake into account factors such as: General understanding of the Company's businessdynamics Global business and social perspective.

Educational and professional background Standing in the profession. Personal andprofessional ethics integrity and values.

Willingness to devote sufficient time and energy in carrying out their duties andresponsibilities effectively.

4.1.3 The proposed appointee shall also fulfill the following requirements: Shallpossess a Director Identification Number.

Shall not be disqualified under the Companies Act 2013. Shall give his written consentto act as a Director.

Shall endeavour to attend all Board Meetings and wherever he is appointed as aCommittee Member the Committee Meetings.

Shall abide by the Code of Conduct established by the Company for Directors and SeniorManagement Personnel.

Shall disclose his concern or interest in any company or companies or bodies corporatefirms or other association of individuals including his shareholding at the first meetingof the Board in every financial year and thereafter whenever there is a change in thedisclosures already made; Such other requirements as may be prescribed from time to timeunder the Companies Act 2013 Equity Listing Agreements and other relevant laws.

4.1.4 The NR Committee shall evaluate each individual with the objective of having agroup that best enables the success of the Company's business.

4.2 Criteria of Independence

4.2.1 The NR Committee shall assess the independence of Directors at the time ofappointment / reappointment and the Board shall assess the same annually. The Board shallre-assess determinations of independence when any new interests or relationships aredisclosed by a Director.

4.2.2 The criteria of independence as laid down in Companies Act 2013 and Regulation25 of SEBI

(Listing Obligations and Discloser Requirement) Regulations 2015 is as below:

An independent director in relation to a company means a director other than amanaging director or a whole-time director or a nominee director -a. who in the opinionof the Board is a person of integrity and possesses relevant expertise and experience.

b. (i) who is or was not a promoter of the company or its holding subsidiary orassociate Company.

(ii) who is not related to promoters or directors in the company its holdingsubsidiary or associate company.

c. who has or had no pecuniary relationship with the company its holding subsidiaryor associate company or their promoters or directors during the two immediatelypreceding financial years or during the current financial year.

d. none of whose relatives has or had pecuniary relationship or transaction with thecompany its holding subsidiary or associate company or their promoters or directorsamounting to two per cent or more of its gross turnover or total income or fifty lakhrupees or such higher amount as may be prescribed whichever is lower during the twoimmediately preceding financial years or during the current financial year.

e. who neither himself nor any of his relatives -

(i) holds or has held the position of a key managerial personnel or is or has beenemployee of the company or its holding subsidiary or associate company in any of thethree financial years immediately preceding the financial year in which he is proposed tobe appointed.

(ii) is or has been an employee or proprietor or a partner in any of the threefinancial years immediately preceding the financial year in which he is proposed to beappointed of -

(A) a firm of auditors or company secretaries in practice or cost auditors of theCompany or its holding subsidiary or associate company. or (B) any legal or a consultingfirm that has or had any transaction with the Company its holding subsidiary orassociate company amounting to ten per cent or more of the gross turnover of such firm.

(iii) holds together with his relatives two per cent or more of the total voting powerof the Company; or (iv) is a Chief Executive or director by whatever name called of anynon- profit organisation that receives twenty-five per cent or more of its receipts fromthe companyany of its promoters directors or its holding subsidiary or associatecompany or that holds two per cent or more of the total voting power of the company; or(v) is a material supplier service provider or customer or a lessor or lessee of thecompany.

f. shall possess appropriate skills experience and knowledge in one or more fields offinance law management sales marketing administration research corporategovernance technical operations corporate social responsibility or other disciplinesrelated to the Company's business.

g. shall possess such other qualifications as may be prescribed from time to timeunder the Companies Act 2013.

h. who is not less than 21 years of age.

4.2.3 The Independent Directors shall abide by the "Code for IndependentDirectors" as specified in Schedule IV to the Companies Act 2013.

4.3 Other Directorships / Committee Memberships

4.3.1 The Board members are expected to have adequate time and expertise and experienceto contribute to effective Board performance. Accordingly members should voluntarilylimit their directorships in other listed public limited companies in such a way that itdoes not interfere with their role as directors of the Company. The NR Committee shalltake into account the nature of and the time involved in a Director's service on otherBoards in evaluating the suitability of the individual Director and making itsrecommendations to the Board.

4.3.2 A Director shall not serve as Director in more than 20 companies of which notmore than 10 shall be Public Limited Companies.

4.3.3 A Director shall not serve as an Independent Director in more than 7 ListedCompanies and not more than 3 Listed Companies in case he is serving as a Whole-timeDirector in any Listed Company.

4.3.4 A Director shall not be a member in more than 10 Committees or act as Chairman ofmore than 5 Committees across all companies in which he holds directorships. For thepurpose of considering the limit of the Committees Audit Committee and Stakeholders'Relationship Committee of all Public Limited Companies whether listed or not shall beincluded and all other companies including Private Limited Companies Foreign Companiesand Companies under Section 8 of the Companies Act 2013 shall be excluded.

5. Remuneration to Executive Directors Key Managerial Personnel Non-ExecutiveDirectors and other employees

5.1.1 The Board on the recommendation of the Nomination and Remuneration (NR)Committee shall review and approve the remuneration payable to the Executive Directors ofthe Company within the overall limits approved by the shareholders.

5.1.2 The Board on the recommendation of the NR Committee shall also review andapprove the remuneration payable to the Key Managerial Personnel of the Company.

5.1.3 The remuneration structure to the Executive Directors and Key ManagerialPersonnel shall include the following components:

(i) Basic Pay

(ii) Perquisites and Allowances

(iii) Commission (Applicable in case of Executive Directors)

(iv) Retiral benefits

(v) Annual Performance Bonus

5.1.4 The Annual Plan and Objectives for Executive Directors and Senior Executivesshall be reviewed by the NR Committee and Annual Performance Bonus will be approved by theCommittee based on the achievements against the Annual Plan and Objectives.

5.2 Remuneration to Non-Executive Directors

5.2.1 The Board on the recommendation of the NR Committee shall review and approvethe remuneration payable to the Non- Executive Directors of the Company within the overalllimits approved by the shareholders.

5.2.2 Non-Executive Directors shall be entitled to sitting fees for attending themeetings of the Board and the Committees thereof. The Non- Executive Directors shall alsobe entitled to profit related commission in addition to the sitting fees.

5.3 Remuneration to other employees

5.3.1 Employees shall be assigned grades according to their qualifications and workexperience competencies as well as their roles and responsibilities in the organization.Individual remuneration shall be determined within the appropriate grade and shall bebased on various factors such as job profile skill sets seniority experience andprevailing remuneration levels for equivalent jobs.

4. MEETING OF INDEPENDENT DIRECTORS

During the year under review the Independent Directors met on 11thFebruary 2017 inter alia to discuss:

• Evaluation of the performance of Non-Independent Directors and the Board ofDirectors as a whole;

• Evaluation of the performance of the Chairman of the Company taking intoaccount the views of the Executive and Non-Executive Directors.

• Evaluation of the quality content and timelines of flow of information betweenthe Management and the Board that is necessary for the Board to effectively and reasonablyperform its duties.

All the Independent Directors were present at the Meeting.

It is the general practice of the Company to notify the changes in all the applicablelaws from time to time in every Board Meeting conducted.

5. FAMILIARIZATION PROGRAMME

It is the general practice of the Company to notify the changes in all the applicablelaws from time to time in every Board Meeting conducted and inform the Board members aboutthe provisions and rules as applicable to the company from time to time.

By The Order Of The Board
For Golechha Global Finance Limited
Sd/-
Gyan Swaroop Garg
Chairman & Managing Director
(DIN: 00602659)
Place : Kolkata
Date : 14.08.2017

Annexure - V

Report on Managerial Remuneration

As per Section 197 of the Companies Act 2013 Read with Rule 5 of The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014

(A) Details pertaining to remuneration as required under Section 197 (12) of theCompanies Act 2013 read with Rule 5(1) of the (Appointment and Remuneration of ManagerialPersonnel) Rules 2014.

i) The percentage increase in remuneration of each Director Chief Financial Officerand company secretary during the financial year 2016-17 ratio of the remuneration of eachDirector to the median remuneration of the employees of the company for the financial year2016-17 and the comparison of remuneration of each Key Managerial Personnel (KMP) againstthe performance of the Company are as under:

Sr. No. Name of Director / KMP and Designation Remuneration of Director KMP for the financial year (Rs. in Lakhs) 2016-17 % increase in Remuneration in the Financial year 2016-17 Ratio of remuneration of each Director/to median remuneration
1. Gyan Swaroop Garg Managing Director 2. 4 33.33 1.92
2. Divya Garg Director Nil NA NA
3. Bhavini Garg Chief Financial Officer 2.4 No Change -

ii) The median remuneration of employees' of the Company during the financial year:

The median remuneration of employees' of the Company during the financial year is Rs.126000/-

iii) The percentage increase in the median remuneration of employees in thefinancial year:

The percentage increase in the median remuneration of employees in the financial yearending March 31 2017 is 4.76. iv) The number of permanent employees on the rolls ofCompany as at March 31 2017:

There were 12 permanent employees on the rolls of Company as on 31st March2017.

viii) Average percentile increase already made in the salaries of employees otherthan the managerial personnel in the last financial year and its comparison with thepercentile increase in the managerial remuneration and justification thereof and point outif there are any exceptional circumstances for increase in the managerial remuneration:

The average annual increase across the organization was around - -8.47%.

The Company affirms that remuneration to the Directors and Key Managerial Personnel isas per the remuneration policy of the Company.

Statement of Particulars of Employees Pursuant to Provisions of Rule 5(2) of Section197(12) of the Companies Act 2013 read with Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014.

There are no employees who are in receipt of remuneration more than Rs. One Crore andTwo Lakh per anum or Rs. Eight Lakhs and Fifty Thousand per month.

By The Order Of The Board
For Golechha Global Finance Limited
Sd/-
Gyan Swaroop Garg
Chairman & Managing Director
(DIN: 00602659)
Place : Kolkata
Date : 14.08.2017