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Garbi Finvest Ltd.

BSE: 539492 Sector: Financials
NSE: N.A. ISIN Code: INE721C01019
BSE 00:00 | 05 Dec 37.15 0.60
(1.64%)
OPEN

37.30

HIGH

37.95

LOW

35.60

NSE 05:30 | 01 Jan Garbi Finvest Ltd
OPEN 37.30
PREVIOUS CLOSE 36.55
VOLUME 3629
52-Week high 70.20
52-Week low 22.05
P/E 2.21
Mkt Cap.(Rs cr) 44
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 37.30
CLOSE 36.55
VOLUME 3629
52-Week high 70.20
52-Week low 22.05
P/E 2.21
Mkt Cap.(Rs cr) 44
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Garbi Finvest Ltd. (GARBIFINVEST) - Director Report

Company director report

To

The Members

Your directors are pleased to present the Thirty Ninth Annual Report of the Companytogether with the Audited Financial Statements of the Company for the financial year endedMarch 31 2021.

1. FINANCIAL HIGHLIGHTS

The financial performance of the Company for the year under review along with previousyear figures is summarized below:

Amount
(Rs. in Lakhs)
Particulars 2020-21 2019-20
Revenue from Operations and other income 238.13 284.51
Less: Total Expenses 97.98 114.40
Profit/(Loss) before Tax 140.15 170.11
Less: Tax Expenses:
Current 40.26 53.49
Deferred (0.08) 0.10
Taxes for earlier years - -
Profit / (Loss) after Tax 99.97 116.53
Profit & Loss Account (Opening Balance) 244.95 151.72
Less: 19.99 23.31
- Profit/ (Loss) transferred to Special Reserves Surplus/(Deficit) in Statement of Profit & Loss 324.93 244.95
Earnings per equity share 0.85 0.99

The Board of Directors of the Company is pleased to inform that the Company has closedthe Financial Year 2021 recording another year of robust operational and functionalgrowth.

2. EXTRACT OF ANNUAL RETURN

The extracts of Annual Return pursuant to the provisions of section 92(3) read withRule 12(1) of the Companies (Management and Administration) Rules 2014 is furnished in Annexure-Aattached to this Report.

3. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW

The Board of Directors met 6 (Six) times on 01.07.2020; 29.07.2020; 15.09.2020;11.11.2020; 12.02.2021 & 23.03.2021 during the year under review as detailed in Point3 of Corporate Governance Report annexed to this report.

4. DIRECTORS’ RESPONSIBILITY STATEMENT IN TERMS OF SECTION 134(3)(c) OF THECOMPANIES ACT 2013

Your directors confirm that:

(i) In the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departure;

(ii) Appropriate accounting policies have been selected and applied consistently andhave 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 as on March 31 2021 and profit of thecompany for the year ended March 31 2021;

(iii) Proper and sufficient care has been taken 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;

(iv) The Directors had laid down internal financial controls to be followed by theCompany and such internal financial controls are adequate and were operating effectively.

(v) The annual accounts have been prepared on a going concern basis;

(vi) The directors have devised proper system to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

5. AUDITORS & AUDIT REPORTS

The Chairman informed that M/s S. Ramanand Aiyar & Co. Chartered Accountants (FRN:000990N) shall continue to be the Auditor of the Company in terms of their appointment inthe 36th Annual General Meeting to hold office for the period of four yearsfrom the conclusion of the Annual General Meeting held in the year 2018 until theconclusion of the Annual General Meeting to be held in the year 2022.

Pursuant to companies Amendment Act 2017 dated 07.05.2018 the Company henceforth doesnot require to place the matter relating to re-appointment of auditor for ratification bymembers at every annual general meeting. Therefore M/s. S. Ramanand Aiyar & Cocontinues to hold the office of Auditors from the conclusion of ensuing AGM till next AGMto be held in the year 2022.

The Audit Report provided by the Statutory Auditors has a qualified opinion statingthat the Company has not carried out a credit risk assessment of loan assets and thusimpairment impact on the profit and loss statement is not recognized by the Company. TheBoard of Directors explains that Materiality should not be assessed mare on the basis ofpotential impact on the profit and loss statement at the reporting date. The Company hasalready appointed an Independent Agency for carrying out the credit risk assessment ofloan asset and thus impairment impact on the profit and loss statement. The impact shallbe reflected in the Financial Statement for the FY 2021-2022.

SECRETARIAL AUDITOR

Pursuant to the provisions of section 204 of the Companies Act 2013 read withCompanies (Appointment & Remuneration of Managerial Personnel) Rules 2014 M/s KSN& Company Practicing Company Secretaries were appointed to carry out SecretarialAudit of the Company. The Secretarial Audit Report forms part of this report marked as Annexure-B.

6. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THECOMPANIES ACT 2013

Pursuant to the provisions of Section 186(11) of the Companies Act 2013 loans givenand acquisition of securities by a Non-Banking Financial Company in the ordinary course ofits business are exempted from compliance requirements of section 186 of the CompaniesAct 2013. Hence the requisite disclosure requirement is not applicable to the company.

7. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

The disclosure related to Related Party Transactions in Form AOC-2 under Section134(3)(h) of the Companies Act 2013 is not required to be provided as there has been nosuch related party transaction during the year under review as per Section 188 and otherrelevant rules and provisions of the Companies Act 2013.

8. BRIEF DESCRIPTION OF THE COMPANY’S WORKING DURING THE YEAR

The Company was incorporated on 14th day of June 1982 having CIN L65100MH1982PLC295894in Kolkata West Bengal. The Company has been carrying on the business of Non-BankingFinancial Activities since the year 1998.

9. RESERVES

The Company has transferred Rs. 19.99 Lakh to Special Reserve as mandated under section45IC of the RBI Act 1934 in the financial year 2020-21.

10. DIVIDEND

The board has decided to retain its earnings for future endeavors. Hence no dividendhas been recommended by the Board for the year ended March 31 2021.

11. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY OCCURRED BETWEEN THE ENDS OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTRELATE AND THE DATE OF THE REPORT

There is no Material change in the Financial Position of the Company since BalanceSheet date which will affect the Company.

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

Since the company is a service provider company the details to be provided pursuant tosection 134(3)(m) of the Companies Act 2013 in regard to Conservation of Energy andTechnology Absorption is not applicable to the company.

There had been NIL Foreign exchange earnings and foreign exchange outgo in the companyduring the year under review.

13. RISK MANAGEMENT POLICY

Financing activity is the business of management of risks which in turn is thefunction of the appropriate credit models and the robust systems and operations. YourCompany continues to focus on the above two maxims and is always eager to improve uponthe same.

The Board has framed a Risk Management Policy for the Company in order to detectmitigate and prevent risk both internal and peripheral arising to the Company. The Boardmakes regular assessment and monitoring of the same policy time to time in order to be atpar with changing situations scenarios and circumstances of the market.

14. CORPORATE SOCIAL RESPONSIBILITY POLICY

The Company does not fall under the criteria of making contributions towards variousactivities of Corporate Social Responsibility as envisaged under Section 135 of CompaniesAct 2013.

15. CHANGE IN THE NATURE OF BUSINESS IF ANY

There had been no change in the nature of business of the company during the year.

16. DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board has appointed Mr. Harsh Singrodia as Additional Director (Non-ExecutiveIndependent Director) to hold office for a period of 5 years subject to approval ofmembers in the ensuing Annual General Meeting and Ms. Ritu Mahawar as Additional Director(Non-Executive Non-Independent) with effect from 23rd March 2021 to holdoffice upto to ensuing Annual General Meeting. The Directors recommend the regularizationof appointment of Ms. Ritu Mahawar as Director subject to approval of the members of theCompany.

Mr. Kripa Shankar Mahawar (DIN: 01158668) is eligible to retire by rotation in theensuing Annual General Meeting. The Board has received the declaration as required underSection 164(2) of the Companies Act 2013 affirming that he is not disqualified for beingappointed as director of the company. The Board hereby recommends the said appointment foryour approval. As required pursuant to the provisions of Regulation 36(3) of SEBI (ListingObligations & Disclosure

Requirements) Regulations 2015 a brief resume of Mr. Kripa Shankar Mahawar nature ofhis expertise relationships between directors inter-se list of listed companies in whichhe holds the directorship and membership of committees of the forms part of the CorporateGovernance Report annexed herewith.

The company has received declaration from all the Independent Directors that they meetthe criteria of Independence as envisaged under the provisions of Companies Act 2013 readwith SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015.

17. ANNUAL EVALUATION OF BOARD ITS COMMITTEES AND DIRECTORS

The company has devised a policy for performance evaluation of the individualdirectors board and its committees which includes criteria for performance evaluation.

Pursuant to the provisions of Section 134(3) (p) of the Companies Act 2013 andRegulation 17(10) of SEBI (Listing Obligations & Disclosure Requirements) Regulations2015 the Board has carried out an annual performance evaluation of its own performancethe directors individually as well as working of the committees of the board. The Boardperformance was evaluated based on inputs received from all the directors afterconsidering criteria such as board composition/ structure effectiveness of board/committee processes and information provided to the board etc. A separate meeting of theIndependent Directors was also held during the year for evaluation of performance of nonindependent directors.

18. NOMINATION AND REMUNERATION POLICY

The Nomination and Remuneration Committee of the Board has devised a policy forselection and appointment of Directors Key Managerial Personnel and Senior ManagementEmployees and their remuneration. The committee has formulated the criteria fordetermining qualifications positive attributes and independence of a director. The policyon the above is attached herewith as Annexure-C.

19. CORPORATE GOVERNANCE

The company is complying with corporate governance standards as envisaged under variousprovisions of the Companies Act 2013 and SEBI (Listing Obligations & DisclosureRequirements) Regulations 2015 and has formed a framework in this regard. The corporategovernance report has been attached herewith and marked as Annexure-D.

A certificate from Statutory Auditor of the Company M/s S. Ramanand Aiyar & CoChartered Accountants conforming compliance to the conditions of Corporate Governance asstipulated under para E of Schedule V of SEBI (Listing Obligations & DisclosureRequirements) Regulations 2015 is enclosed to this report.

20. VIGIL MECHANISM

In accordance with section 177 of the Companies Act 2013 the Company has formulated aVigil Mechanism Policy to address the genuine concerns if any of the directors andemployees. Detail regarding the said policy has been given in Corporate Governance Reportwhich forms part of this report.

21. DETAILS OF SUBSIDIARY / JOINT VENTURE / ASSOCIATE COMPANY

The Company does not have any Subsidiary or Associate Company neither has it enteredinto any Joint Venture during the year under review. Thus the particulars of Subsidiary/Associate/ Joint Venture of the company as required pursuant to the provisions of section129(3) of the Companies Act 2013 is not required for the year under review.

22. DEPOSITS

Since the Company is a Non-Banking Financial Company therefore the provisions relatedto Section 73 of the Companies Act 2013 is not applicable to the Company.

The company has not accepted any deposit from public during the year under review asenvisaged under the provisions of section 45S of the RBI Act 1934.

23. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS/ COURTS/ TRIBUNALS

To the best of our knowledge the Company has not received any such order by RegulatorsCourts or Tribunals during the year under review which may impact the Going Concern statusor the

Company s operations in future during year under review. The Company has complied withall the requirements of the Uniform Listing Agreement/ Listing Regulations with the StockExchanges as well as regulations and guidelines of SEBI.

24. STATEMENT IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROL WITH REFERENCE TOTHE FINANCIAL STATEMENT RULE 8 OF COMPANY (ACCOUNTS) RULES 2014}

The Company has adequate Internal Financial Control System commensurate with theoperations of the company including adherence to company s policies the safeguarding ofits assets the prevention and detection of frauds and errors the accuracy andcompleteness of the accounting records and the timely preparation of reliable financialinformation and to monitor and ensure compliance with applicable laws rules andregulations.

25. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The disclosures to be provided pursuant to section 197(12) of the Companies Act 2013read with Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 has been provided herewith marked as Annexure-E.

26. FRAUD REPORTING (REQUIRED BY THE COMPANIES AMENDMENT ACT 2015)

The Company has adopted best practices for fraud prevention and it followsconfidential anonymous reporting about fraud as defined under section 447 of theCompanies Act 2013 or abuse to the appropriate responsible officials of the Company. Nofraud on or by the company has been reported by the Statutory Auditors.

27. ISSUE OF EQUITY SHARES WITH DIFFERENTIAL VOTING RIGHTS SWEAT EQUITY ESOS ETC

The company has got no scheme passed for issue of equity shares based upon EmployeeStock Option. Hence the disclosures as required pursuant to Rule 12(9) of Companies(Share Capital & Debentures) Rules 2014 is not applicable to the company for the yearunder review.

28. DISCLOSURE UNDER SEXUAL HARRASSEMNT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013

The Company has zero tolerance towards sexual harassment at the workplace and hasadopted a policy on prevention prohibition & redressal of sexual harassment atworkplace in line with the provisions of the Sexual Harassment of Women at workplace(Prevention Prohibition And Redressal) Act 2013 and the rules thereunder.

During the financial year 2020-21 the Company has not received any complaints ofsexual harassment.

29. ACKNOWLEDGEMENT

Your Directors place on record their deep appreciation to employees at all levels fortheir hard work dedication and commitment. The enthusiasm and unstinting efforts of theemployees have enabled to remain at the forefront of the Company.

The Directors would like to thank shareholders government agencies bankers & allother business associates for their continued support during the year. We place on recordour appreciation for the contributions made by the employees at all levels.

For and on behalf of the Board
Sd/- Sd/-
Rupesh Kumar Pandey Kripa Shankar Mahawar
Date: 14.08.2021 Managing Director Director
Place: Mumbai DIN: 00150561 DIN: 01158668

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