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Gujarat Lease Financing Ltd.

BSE: 500174 Sector: Financials
NSE: GLFL ISIN Code: INE540A01017
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VOLUME 125
52-Week high 5.35
52-Week low 1.29
P/E
Mkt Cap.(Rs cr) 4
Buy Price 1.44
Buy Qty 375.00
Sell Price 0.00
Sell Qty 0.00

Gujarat Lease Financing Ltd. (GLFL) - Director Report

Company director report

Your Directors present the 34thAnnual Report of your Company together withthe Audited Accounts for the year ended 31stMarch 2017.

1. STATE OF THE AFFAIRS

FINANCIAL RESULTS

The highlights of the financial results are given below:

(Rs. In Lacs)
Particulars Year ended 31.3.2017 Year ended 31.3.2016
Other Income 2.39 3.80
Profit on sale assets 0.00 12.64
Sale Tax Refund 0.00 4.16
Provision no longer required written back. 0.00 5.23
Total Revenue 2.39 25.83
Expenses :
Administrative & other expenses 26.41 38.29
Profit/(Loss) for the year before Depreciation. (24.02) (12.46)
Depreciation 2.35 2.69
Profit/(Loss) Before taxation (26.37) (15.15)
Tax Expenses 0.00 0.00
Profit/ (Loss)After Taxation (26.37) (15.15)

YEAR UNDER REVIEW

It may be observed from the Statement of Profit and Loss that total Income during theyear is Rs 2.39 lacs which mainly includes Interest on bank deposits of Rs 1.18 lacsasagainst Rs 3.17 lacs by way of interest on bank deposit income profit on sale of currentinvestment of Rs 1.18 lacs as against Rs 0.17 lacs and profit on sale of part office atBaroda for the previous year.

GLFL has no source of income other than interest on Bank deposits while it has to meetthe administrative expenses to run the company. Major expenses include Securities ListingFees to stock exchanges and custodian fees to CDSL & NSDL remuneration to KeyManagerial Personnel appointed in accordance with the applicable provisions of theCompanies Act 2013 Printing &Postage of Annual Reports and professional and Legalexpenses.

After meeting the expenses the Company incurred loss of Rs 26.37 lacs against the lossof Rs 15.15 lacs in the previous year.

Your company is not accepting the Public deposit since 1999-2000. During the year2010-11 Reserve Bank of India (RBI) changed Certificate of Registration from Category Aas Deposit Accepting Company to Category B as Non Deposit Accepting Company.

Board of Directors at its meeting held on 23rdJune 2016 had decided tosurrender voluntarily a Certificate of Registration (CoR) under category B as Non-BankingFinance Company (NBFC) issued by Reserve Bank of India as the Company at present was notin a position to comply the requirements of NBFCs Regulations.

We have received a letter bearing no. DNBS(AH)No.1315/01.10.234/2016-17 dated 22ndMarch 2017 from RBI advising that in exercise of its powers conferred under sub-section(6) of Section 45-IA of the Reserve Bank of India Act1934 the Certificate ofRegistration No. B.01.00503 dated December 23 2011 issued to GLFL has been cancelled. Interms of this order the company now onwards is not eligible to transact the business asNon-Banking Financial Institution as defined in clause (a) of Section 45-IA of the ReserveBank of India Act 1934. RBI has further advised that company would invite penalprovisions contained in Chapter V of the Reserve Bank of India Act 1934 in case thecompany undertakes any NBFC activity after cancellation of Certificate of Registration.

RBI has issued public notice on 26thMarch 2017 in the Newspaper advisingthat the Certificate of Registration under category B as NBFC has been Cancelled witheffect from 8th March 2017.

During the year 2004-05 the Hon ble High Court of Gujarat had sanctioned the scheme ofCompromise and Arrangement under section 391 of the Companies Act to discharge theliability of the Banks. Your company had released payment as per the court order. Approvalin respect of deed of assignment of receivables is still awaited from the banks.

As per the Court s order the income received pertaining to assigned assets after July2004 is transferred to the consortium of Banks. Subsequent to the court s order GLFL hasrecovered Rs.475 lacs till date from the charged assets and deposited with the memberbanks.

It is worthwhile to note that the company has no external debt at the end of the year.

2. FINANCE PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

A Related Party Transaction Policy has been devised by the Board of Directors at itsmeeting held on 20th January 2015. The said policy may be referred to at theCompany s official website at the below web link:http://www.gujaratleasefinancing.co.in/>policies

During the year under review there have been no related party transactions-Annexure-A.

FIXED DEPOSITS

The company has discontinued accepting fixed deposits since September 2000. There wasno outstanding liability of fixed deposit as on 31st March 2017.

3. TRANSFER TO THE INVESTOR EDUCATION AND PROTECTION FUND

The company does not have any liability towards unclaimed Fixed Deposits Debenturesand other liabilities. The liability have been discharged / transferred on completion ofprescribed period to the Investor Education and Protection Fund.

4. SUBSIDIARIES

The Company has three subsidiary companies viz. GLFL Housing Finance Limited GLFLSecurities Limited and GLFL International Limited.

GLFL Housing Finance Limited

After disinvestments of the major Housing Loan Portfolio along with liabilities infavour of LIC Housing Finance Ltd. recovery from balance accounts has been the mainthrust area. During the year there was recovery of Rs 1.25 lacs. The company has incurredthe loss of Rs 2.51 lacs against the loss of Rs 4.81 lacs during the previous year.

GLFL Securities Limited

The company has earned marginal profit of Rs 0.17 lacs due to dividend income oninvestment.

GLFL International Limited

The Company has yet not commenced business.

FINANCIAL PERFORMANCE OF SUBSIDIARIES: (Rs. in Lacs)

GLFL Housing Finance Limited GLFL Securities Limited GLFL International Limited
Particulars For the year ended on 31stMarch 2017 For the year ended on 31stMarch 2016 For the year ended on 31st March 2017 For the year ended on 31st March 2016 For the year ended on 31st March 2017 For the year ended on 31st March 2016
Total Income 3.01 1.78 4.61 6.19 0.00 0.00
Profit/(Loss) before
Depreciation
Interest and Tax (2.39) (4.70) 0.17 0.45 (0.22) (0.20)
Depreciation 0.12 0.11 0.00 0.00 0.00 0.00
Interest 0.00 0.00 0.00 0.00 0.00 0.00
Profit/(Loss) before Tax (2.51) (4.81) 0.17 0.45 (0.22) (0.20)
Current Tax - - - - - -

CONSOLIDATED FINANCIAL STATEMENTS

The Board reviews the affairs of the Company s subsidiaries during the year at regularintervals. In accordance with section 129(3) of the Companies Act 2013 the Company hasprepared Consolidated Financial Statements of the Company and all its subsidiaries whichform part of this Annual Report. Further a statement containing salient features of theFinancial Statements of each subsidiary in Form AOC-1 forms part of the ConsolidatedFinancial Statements. The statement also provides the details of performance and financialposition of each subsidiary.

In accordance with section 136 of the Companies Act 2013 the audited FinancialStatements including the Consolidated Financial Statements and related information of theCompany and audited accounts of each of its subsidiaries are available on our website.These Documents will also be available for inspection at our registered office duringnormal business hours (10.00 AM to 6.00 PM) on working days except Saturday up to andincluding the date of Annual General Meeting of the Company.

5. DIRECTORS RESPONSIBILITY STATEMENT

In terms of section 134 (3) (c) of the Companies Act 2013 in relation to the financialstatements for the year 2016-17 the Board of Directors states that:

a) in preparation of the annual accounts the applicable accounting standards had beenfollowed along with proper explanation relating to material departures;

b) the directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company for the financial year ended on 31stMarch 2017 and of the loss of the company for that period;

c) the directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the company and for preventing and detecting fraud and otherirregularities;

d) the directors had prepared the annual accounts on a going concern basis; and

e) the directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.

f ) the directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

6. INTERNAL FINANCIAL CONTROLS

The Company has its internal financial control systems commensurate with operations ofthe company However as the operations of the Company has been discontinued since long nointernal financial control framework in place. The managements regularly monitors andcontrols to address safeguarding of its assets prevention and detection of frauds anderrors controls to monitor accuracy and completeness of the accounting records includingtimely preparation of reliable financial information.

7. AUDITORS STATUTORY AUDITORS

M/s. C.C. Chokshi & Co. Chartered Accountants Ahmedabad (FRN No. 101876W) are theStatutory Auditors of the company from F.Y. 1994-95 and have completed 21 years asStatutory Auditors of the company.

? Under the provisions of Section 139 of the Companies Act 2013 read with theCompanies (Audit and Auditors) Rules 2014 which provides that the existing auditors whohave completed ten years as Statutory Auditors can be appointed as statutory auditors fora further period of three years from the commencement of the Act i.e. 1.4.2014. M/s. C.CChokshi & Co. will be completing extended period of three years in the ensuing AnnualGeneral Meeting to be held on 27th July 2017. As such they are not eligible tobe reappointed for the further period at the ensuing Annual General Meeting of theCompany.

? The Company has received a consent letter from M/s. G.K. Choksi & Co. CharteredAccountant Ahmedabad (FRN:101895W) to be appointed as the Statutory Auditors of thecompany in place of the retiring Auditors M/s. C.C. Chokshi & Co. CharteredAccountants Ahmedabad for the period of Five years from the F.Y. 2017-18 upto F.Y.2021-22. M/s. G.K. Choksi & Co. Chartered Accountant are willing to act as theStatutory Auditors of the company for the period of five years with effect from thefinancial year 2017-18 to 2021-22 subject to the recommendation by the Audit Committeeand the Board and the approval of the members at the ensuing Annual General Meeting of theCompany including the remuneration and out of pocket expenses to be incurred by theStatutory Auditors shall be determined by the Director-in-Charge of the company afterconsultation with the Statutory Auditors. The Board of Directors recommends theirappointment for the five years period.

AUDITORS REPORT

Notes on accounts are self-explanatory and do not require any further explanations onthe Auditors qualifications.

SECRETARIAL AUDIT REPORT

Pursuant to Section 204 read with Section 134(3) of the Companies Act 2013 the Boardof Directors has appointed M/s. Rajesh Parekh & Co. Company Secretaries Ahmedabad asSecretarial Auditor of the Company for FY 2016-17.

A Secretarial Audit Report provided by M/s. Rajesh Parekh& Co. containing thefollowing observations is annexed with the Board s report as Annexure - B.

The Company has been holding certificate of Registration as Non-Banking FinancialCompany (NBFC) as Category B (i.e. Non Deposit taking Company) with Reserve Bank of India.The Company has not complied with requirements of Non-Banking Financial (Non-DepositAccepting or Holding) Companies Preferential Norms (Reserve Bank) Directors 2007 asissued under the Reserve Bank of India Act 1934 during the year under report. Howeverthe Company has voluntarily surrendered the certificate of registration of the Company asNBFC as category B with RBI on 23.06.2016 and Certificate of Registration of the Companyhas been cancelled by RBI vide their letter no. 1315/01.10.234/2016-17 dated 22.03.2017 asper order issued by RBI dated 08.03.2017.

The explanation given by the Board to the aforesaid observation as hereunder:

At the request of the Company the RBI has cancelled the Certificate of Registrationw.e.f 08.03.2017 and the Confirmation from RBI is received vide letter dt. 22.03. 2017.

8. DIRECTORS AND KEY MANAGERIAL PERSONNEL APPOINTMENT AND RESIGNATION

1. The appointment of Shri Vasant A. Shah as an Independent Director of the Company fora period of three years expires on 31.03.2017. Now as per the provisions of Section149(10) of the Companies Act 2013 the re-appointment of the independent director shallbe made subject to the special resolution to be passed by the members at the ensuingAnnual General Meeting of the Company to be held on 27th July 2017. The Boardof Directors at their meeting held on 25th January 2017 made re-appointment ofShri Vasant A. Shah for the consecutive term of Five years starting from 1stApril 2017 and ending on 31st March 2022 subject to the approval of theshareholders. In the opinion of the Board Shri Vasant A. Shah fulfils the conditions asspecified in the Companies Act 2013 and rules made there under for his re- appointment asan Independent Director of the Company and is independent of the management. The Boardrecommend his re-appointment as the independent director for the consecutive terms of fiveyears w.e.f. 01.04.2017.

2. The appointment of Shri Surendra M. Shah as an Independent Director of the Companyfor a period of three years expires on 31.03.2017. Now as per the provisions of Section149(10) of the Companies Act 2013 the reappointment of the independent director shall bemade subject to the special resolution to be passed by the members at the ensuing AnnualGeneral Meeting of the Company to be held on 27th July 2017. The Board ofDirectors at their meeting held on 25th January 2017 made re-appointment ofShri Surendra M. Shah for the consecutive term of Five years starting from 1stApril 2017 and ending on 31st March 2022 subject to the approval of theshareholders. In the opinion of the Board Shri Surendra M. Shah fulfils the conditions asspecified in the Companies Act 2013 and rules made there under for his re- appointment asan Independent Director of the Company and is independent of the management. The Boardrecommend his re-appointment as the independent director for the consecutive terms of fiveyears w.e.f. 01.04.2017.

For your perusal a brief resumes and other relevant details of Shri Vasant A. Shah andShri Surendra M. Shah are given in the Explanatory Statements to the Notice convening the34th Annual General Meeting and Corporate Governance Report.

3. The appointment of Shri Harnish Patel as a Director- in-Charge of the Companyexpires on 18th May 2017 so It is proposed to re-appoint him as aDirector-in-Charge of the Company for a further period of five years starting from 19thMay 2017 and ending on 18th May 2022 subject to the approval of theshareholders.

Shri Harnish Patel fulfils the conditions as specified in the Companies Act 2013 andrules made there under for his re-appointment as a Director- in -Charge of the Company forthe further term of Five Years.

For your perusal a brief resume and other relevant details of Shri Harnish Patel sgiven in the Explanatory Statement to the Notice convening the 34th AnnualGeneral Meeting and Corporate Governance Report.

4. During the year the Company has appointed Ms. Preeti Singh as Company Secretaryand Compliance Officer w.e.f 20th September 2016 as Key Mnagerial Personnel ofthe Company.

5. Shri D.D. Patel nominee of Gujarat Industrial Investment Limited (GIIC) hasresigned from the office of Director w.e.f 25thOctober 2016.The Board placeson record its appreciation for the valuable services rendered by Shri. D.D.Patel duringhis tenure as Director of the Company.

At present the company has following persons as Whole-time Key Managerial Personnel ofthe Company:

1) Shri Anil K. Jhaveri as Non-Board MemberChief Executive Officer

2) Shri Janak J. Mehta as Chief Financial Officer

3) Ms. Preeti Singh as Company Secretary and Compliance Officer.

DIRECTOR RETIRING BY ROTATION

Smt. Kavita Mandan director of the Company retires by rotation and being eligible hasoffered herself for reappointment. The Board recommends her re-appointment as director asdetailed in the notice convening the Annual General Meeting.

For your perusal a brief resume and other relevant details of Smt. Kavita Mandan aregiven in the notes of the Notice convening the 34th Annual General Meeting andCorporate Governance Report.

DECLARATION BY INDEPENDENT DIRECTORS

Pursuant to Section 149 (7) of the Companies Act 2013 the Company has receivednecessary declaration from each Independent Director for FY 2016-17 confirming that theymeet the criteria of independence as prescribed under the Act and SEBI (Listing Obligationand Disclosure Requirements) Regulation 2015 (herein after called Listing Regulation ).

NUMBER OF MEETINGS OF THE BOARD

The Board meets at regular interval with gap between two meetings not exceeding 120days. Additional meetings are held as and when necessary. The Directors are also beingprovided with an option to participate in meeting through video conferencing or otheraudio visual technologies keeping in view the applicable provisions of the Companies Act2013 and Listing Regulation.

During the year under review the Board met five times as mention below:

Sr. No Date of Board Meeting
1. 19th May 2016
2. 23rd June 2016
3. 19th July 2016
4. 25th October 2016
5. 25th January 2017

POLICY ON DIRECTORS APPOINTMENT

The Nomination and Remuneration Committee (NRC) has approved the criteria and processfor identification /appointment of Directors which are as under:

Criteria for appointment:

(i) Proposed Director ( Person ) shall meet all statutory requirements and should:possess the highest ethics integrity and values not have direct/indirect conflict withpresent or potential business/operations of the Company have the balance and maturity ofjudgment be willing to devote sufficient time and energy have demonstrated high level ofleadership and vision and the ability to articulate a clear direction for an organisationhave relevant experience (In exceptional circumstances specialisation/ expertise inunrelated areas may also be considered) have appropriate comprehension to understand or beable to acquire that understanding o relating to Corporate Functioning o involved inscalecomplexity of business and specific market and environment factors affecting thefunctioning of the company

Process for Identification / Appointment of Directors

(i) Board members may (formally or informally) suggest any potential person to theChairman of the Company meeting the above criteria. If the Chairman deems fit necessaryrecommendation shall be made by him.

(ii) Chairman of the Company can himself also refer any potential person meeting theabove criteria. (iii) Board will consider such proposal on merit and decide suitably.

CRITERIA FOR PERFORMANCE EVALUATION

The Board considered and approved the criteria for performance evaluation of itselfthat of its Committees and Individual Directors as follows:

Criteria for Board Evaluation

i. Focus on strategic and policy issues

ii. Fulfilment of key reponsibility. iii. Effectiveness of Board process andinformation sharing iv. Nature of discussions v. Quality of decisions

Criteria for Committee Evaluation

i. Adequacy of terms of reference of the committee

ii. Fulfilment of key responsibilities

iii. Frequency and effectiveness of meetings

iv. Quality / relevance and timeliness of information made available

v. Committee dynamics especially openness of discussions

Criteria for Evaluation of Independent Directors

i. Participation in Board in terms of adequacy (time & content)

ii. Contribution through expertise and perspective

iii. Guidance / support to management outside Board / Committee meetings

Criteria for Evaluation of NEDs and MDs/WTDs.

i. Participation in terms of adequacy

ii. Transparency

Criteria for Performance of Chairman

i. Style of Functioning

ii. Ability to participate as a Board Member

iii. Ability to promote effective participation

Criteria for Flow of Information

i. Unrestricted flow of Information

ii. Adequacy quality and timeliness of Information

MANNER OF EVALUATION OF BOARD ITS COMMITTEES AND INDIVIDUAL DIRECTORS

The Evaluation of Board its Committees and Individual Directors was carried out as perprocess and criteria laid down by the Board of Directors based on the recommendation ofthe Nomination and Remuneration Committee.

The obtaining and consolidation of feedback from all Directors in this regards wasco-ordinated by the Chairman of Independent Directors meeting for Board andNon-Independent Directors while the process of evaluation of the Independent Directors wasco-ordinated by the Chairman of the Company. Based on this Chairman of the Companybriefed the Board and each of the Individual Directors as applicable.

With respect to the Committees the Chairperson of each of the Board Committeesevaluated the performance of their respective Committee and reported the same to the Boardfor discussion from which the final result emerged.

FAMILIARISATION PROGRAMME

The Company undertook various steps to make the Independent Directors have fullunderstanding about the Company. The details of such familiarization programs have beendisclosed on the company s website and a web link thereto is given below:

http://www.gujaratleasefinancing.co.in/>others

9. AUDIT COMMITTEE

During the year under the review the Board has re-constituted the Audit Committee inaccordance with the applicable provisions of the Companies Act 2013 and ListingRegulation.

During the year under review the Board met four times as mention below:

Sr. No Date of Audit Committee Meeting
1. 19th May 2016
2. 19th July 2016
3. 25th October 2016
4. 25th January 2017

The composition and terms of reference of the Audit Committee is as under:

Name of the Director Category of Directorship No. of meetings attended
Shri Surendra M. Shah
Chairman Independent Director 4
Shri Vasant A. Shah Independent Director 4
Shri Yogesh K.Vyas Non-Executive Director 2

There has been no instance where the Board has not accepted the recommendations of theAudit Committee.

The Company has established the vigil mechanism through Whistle Blower Policy for allthe stakeholders of the Company which also provides for direct access to the Chairpersonof the Audit Committee in appropriate or exceptional cases as per the Policy.

The Whistle Blower Policy will be applicable to all the stakeholder of the Companywhich is an extension of the Code of Business Conduct through which the Company seeks toprovide a mechanism for the Stakeholders to disclose their concerns and grievances onUnethical Behavior and Improper/Illegal Practices and Wrongful Conduct taking place in theCompany for appropriate action. The Company shall oversee the vigil mechanism only throughthe Audit Committee. If any of the members of the Audit Committee have a conflict ofinterest in a given case they should recuse themselves and the others in the Committeewould deal with the matter on hand.

The Policy provides necessary safeguards to all Whistle Blowers for making ProtectedDisclosures in Good Faith and any Stakeholder assisting the investigation. It alsoprovides the detailed scope and role of Whistle Blower and the manner in which concern canbe raised. Further the Policy contains provisions relating to investigation of theprotected disclosures protection to the whistle blower decision by CFO CEO or AuditCommittee and reporting & monitoring by the Company.

The policy has been placed on the website of the company at the below link:http://www.gujaratleasefinancing.co.in/>policies 10. RISK MANAGEMENT POLICY

The Board of Directors has developed and implemented Risk Management Policy for theCompany. The Policy lays down procedures for risk identification assessment monitoringreview and reporting. The Policy also lists the roles and responsibilities of Board ChiefRisk Officer Risk Champions and Co-ordinators.

11. CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS REPORTS

A separate report on Corporate Governance and Management Discussion and Analysis arefurnished forms part of Annual Report and the certificate from the Company s Auditorsregarding compliance of conditions of Corporate Governance is annexed to the BoardsReport.

12. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNING AND OUTGO.

The Company has no activities relating to conservation of energy or technologyabsorption. There has been no foreign exchange earning or outgo during the year underreview.

13. PARTICULARS OF EMPLOYEES

The information required under pursuant to Section 197 read with the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 are provided below:

1. The ratio of the remuneration of each director to the median employee sremuneration:

No directors is being paid any remuneration except the sitting fees to IndependentDirectors only hence no ratio is worked out.

2. The percentage increase in remuneration of each director Chief Financial OfficerChief Executive Officer Company Secretary or Manager if any in the financial year : Nil

3. The percentage increase in the median remuneration of employees in the financialyear: Nil

4. The number of permanent employees on the rolls of company: 3 employees as on 31stMarch2017.

5. The explanation on the relationship between average increase in remuneration andcompany performance:

The Company has discontinued its business operation since the FY 1999-2000 henceperformance evaluation of the Company could not be done. The Company does not have anyoperational income. The Company pays remuneration to its 3 employees (Key ManagerialPersonnel) during the year in accordance with applicable provisions of the Companies Act2013.

6. Comparison of the remuneration of the Key Managerial Personnel against theperformance of the company: Refer Point no. 5

7. Variations in the market capitalisation of the company price earnings ratio as atthe closing date of the current financial year and previous financial year:

Market Capitalization BSE NSE
31.3.2017 Rs. 12.20 Crs Rs. 13.02 Crs
(@ Rs. 4.50per share) (@ Rs. 4.80 per share)
31.3.2016 Rs. 6.32 Crs Rs. 6.10 Crs
(@ Rs. 2.33 per share) (@ Rs. 2.25 per share)
P/E Ratio BSE NSE
31.3.2017 - -
31.3.2016 - -

8. Average percentile increase already made in the salaries of employees other than themanagerial personnel in the last financial year: Not Applicable

9. The key parameters for any variable component of remuneration availed by thedirectors: Not Applicable

10. The ratio of the remuneration of the highest paid director to that of the employeeswho are not directors but receive remuneration in excess of the highest paid directorduring the year: Not Applicable

11. Affirmation that the remuneration is as per the remuneration policy of the company:Refer point no. 5

The Company does not have employee under the category as specified in Rule 5 (2) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014.

14. EXTRACT OF THE ANNUAL RETURN

The extract of the Annual Return in Form MGT-9 is appended herewith as Annexure - C tothis Report.

15. ACKNOWLEDGEMENTs

Your Directors are grateful to RBI GIIC Limited the Government of Gujarat and TorrentGroup for their continued guidance and support to the Company. The Directors are pleasedto place on record their appreciation for the excellent support extended by the banks

The Board would also like to express great appreciation for the understanding andsupport extended by the employees and Shareholders of the company in the difficult period.

For and on behalf of the Board of Directors
Shri Harnish Patel Smt Kavita Mandan
Place: Ahmedabad Director Director
Date:17th May 2017 DIN: 00114198 DIN: 07419972

Annexure - A

FORM NO. AOC 2

(Pursuant to clause (h) of Sub-Section (3) of Section 134 of the Act and Rule 8(2) ofthe Companies (Accounts) Rules 2014)

Form for disclosure of particulars of contracts/arrangements entered into by thecompany with related parties referred to in Sub-Section (1) of Section 188 of theCompanies Act 2013 including certain arm s length transaction under third proviso thereto

1. Details of Contracts or arrangements or transactions not at arm s length basis

Sr. No Name(s) of the related party and nature of relationship Nature of contracts/ arrangements/ transactions Duration of the contracts/ arrangements/ transactions Salient terms of the contracts or arrangements or transactions including the value if any Justification for entering into such contracts or arrangements or transactions Date(s) of approval by the Board Amount paid as advances if any: Date on which the special resolution was passed in general meeting as required under first proviso to Section 188
(a) (b) (c) (d) (e) (f) (g) (h)
NIL

2. Details of material contracts or arrangement or transactions at arm s length basis

Sr. No Name(s) of the related party and nature of relationship Nature of contracts/ arrangements/ transactions Duration of the contracts/ arrangements/ transactions Salient terms of the contracts or arrangements or transactions including the value if any Date(s) of approval by the Board and Audit Committee if any: Amount paid as advances if any: Date on which the special resolution was passed in general meeting u/s 188 (1)
(a) (b) (c) (d) (e) (f) (g)
NIL

 

For and on behalf of the Board of Directors
Shri Harnish Patel Smt Kavita Mandan
Place: Ahmedabad Director Director
Date:17th May 2017 DIN: 00114198 DIN: 07419972