GDL Leasing & Finance Ltd.
|BSE: 530855||Sector: Financials|
|NSE: N.A.||ISIN Code: INE545E01018|
|BSE 00:00 | 06 Feb||GDL Leasing & Finance Ltd|
|NSE 05:30 | 01 Jan||GDL Leasing & Finance Ltd|
|BSE: 530855||Sector: Financials|
|NSE: N.A.||ISIN Code: INE545E01018|
|BSE 00:00 | 06 Feb||GDL Leasing & Finance Ltd|
|NSE 05:30 | 01 Jan||GDL Leasing & Finance Ltd|
Your Directors are pleased to present the 28th Annual Report on the businessand operation of the Company along with Audited Accounts for the financial year ended31st March 2021.
(? In Lakh'
REVIEW OF OPERATIONS AND FUTURE PROSPECTS
During the year under review total revenue from operation is ? 3357488.00 as compareto ? 3213572.00 in the previous year. Along with that profit after tax (PAT) has beendecreased to ? 72245.45 from ? 76004.50 in the previous year. Your directors assure youto present much better results in the coming time.
The issued subscribed and paid up capital of the Company is ? 30101000 (Rupees ThreeCrore One Lakh One Thousands) divided into 3010100 (Thirty Lakh Ten Thousand OneHundred) equity shares of ? 10 each.
There has been no change in the share capital of the Company during the year.
The Board of Directors of your company is of the opinion that during the year Companyhas not generated much profit and keeping in view the future fund requirements of thecompany your directors do not recommended any dividend for the financial year ended 31stMarch 2021.
IMPACT OF COVID-19
In the last year of FY 2020 the COVID-19 pandemic developed rapidly into a globalcrisis forcing governments to enforce lock-downs of all economic activity. For theCompany the focus immediately shifted to ensuring the health and well-being of allemployees and on minimizing disruption to services for all our customers globally.
TRANSFER TO RESERVES
The position of reserves is at the end of financial year ended March 31 2021 is asfollows:
(Amount in ?)
MATERIAL CHANGES FROM END OF FINANCIAL YEAR TO DATE OF REPORT
There are no material change and commitment affecting the financial position ofCompany which has occurred between the end of financial year of the Company to which thefinancial statements relate and the date of this report other than those disclosed in theAnnual report.
CHANGE IN NATURE OF BUSINESS
During the period under review the Company has not changes its nature of business.
HUMAN RESOURCE DEVELOPMENT
The Company sees its employees as critical to the future and believes that everyemployee needs to possess apart from competence capacity and capabilities sustainablevalues current and contemporary which would make them useful and relevant and competitivein managing the change constructively for overall growth of the organization. To this endthe companys approach and efforts are directed towards creating a congenial workatmosphere for individual growth creativity and greater dedicated participation inorganizational development. The Company believes that the success of an organizationlargely depends on the quality of its workforce. Employee relations remained cordial andpeaceful throughout the year.
The Company does not have any subsidiary companies. Hence Your Company is not requiredto present the consolidated financial statement as per the requirement of the provision ofSection 136 of the Companies Act 2013.
PROGRAMME FOR FAMILIARISATION OF INDEPENDENT DIRECTORS
The details of programme for familiarization of independent directors of the Companytheir roles rights responsibilities in the Company nature of the industry in which theCompany operates business model of the Company and related matters are put up on thewebsite of the Companys website.
DECLARATION OF INDEPENDENCE
Your Company has received declarations from all the Independent Directors confirmingthat they meet the criteria of independence as prescribed under the provisions ofCompanies Act 2013 read with rules made thereunder.
CHIEF FINANCIAL OFFICER AND COMPANY SECRETARY
Pursuant to the provisions of Section 203 of the Companies Act 2013 Mrs. SangeetaGangwani Chief Financial Officer and Ms. Niti Taheem Company Secretary were formalizedas the Key Managerial Personnel of the Company.
EFFICIENT INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY
Adequate internal controls have been laid down by the Company to safeguard and protectits assets as well as to improve the overall productivity of its operations. All thetransactions are properly authorized recorded and reported to the management. The Companyis following all the applicable Accounting Standards for properly maintaining the books ofaccounts and reporting financial statements. The detailed process of review not onlyensures reliability of control systems and legal compliances with applicable legislationdefined policies and processes but also reviews efficiency of systems and ensuressafeguarding of tangible and intangible assets.
In accordance with Section 139 of the Companies Act 2013 the Board of Directors attheir meeting held on September 3 2020 based on the recommendation of the AuditCommittee has recommended the appointment of M/s. S. Agarwal & Co. CharteredAccountant New Delhi [FRN: 000808N] as a Statutory Auditor of the Company for a periodof 5 consecutive years commencing from conclusion of ensuing AGM till the conclusion of32nd AGM to be held in the Year 2025 subject to approval of the Members of the Company.
M/s. S. Agarwal & Co. have confirmed their willingness and eligibility forappointment in accordance with Section 139 read with Section 141of the Act
The Statutory Auditors of the Company have not reported any fraud as specified underthe second proviso of Section 143(12) of the Companies Act 2013 (including any statutorymodification(s) or re-enactment(s) for the time being in force). The Auditors Reportfor the finan cial year ended 31st March 2021 does not contain any qualificationreservation or adverse remark.
The Auditors report on the financial statement for the financial year 2020-21 isself-explanatory. SECRETARIAL AUDITOR
The Board of Directors has appointed Mr. Amit Kumar Practicing Company Secretary toconduct Secretarial Audit under the provisions of Section 204 of the Companies Act 2013for the financial year 2020-21. The Secretarial Audit Report is annexed herewith andmarked as Annexure I to this Report.
Qualification of Secretarial Auditor
a) In terms of Securities and Exchange Board of India Circular No. Cir/ISD/3/2011 the100 percent Promoters holding is to be in dematerialized form. During the year underreview it has been observed that Promoter shareholding are not in 100% Demat form. b) Interms of Regulation 46 of SEBI (Listing Obligation and Disclosure Requirement)Regulations 2015 listed entity is required to maintain a functional website containingthe basic information about the Company. During the year under review it has been observedthat the Companys website is not working management of the Company trying toresolve the same at earliest.
Management of the Company is in the process of making 100% promoters shareholding indemat form as on 31.03.2021 77.85% of the promoters shareholding are in demat. On theother hand Company on timely basis also aware the public shareholders to make theirholding in demat form. Company will take necessary steps required for complying all abovestated matters in the coming year.
During the year 2020-2021 under review there has been no change in the Board ofDirector.
In accordance with the requirements of the Companies Act 2013 and the CompanysArticles of Association Mr. Deepak Kumar Gangwani Director of the Company retires byrotation and has shown his willingness for re-appointment.
The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet the criteria of independence as prescribed under Section 149(6)of the Companies Act 2013
Pursuant to the provisions of the Companies Act 2013 and SEBI (Listing Obligations& Disclosure Requirements) Regulations 2015 the Board has carried out an annualevaluation of its own performance as well as the evaluation of the working of itsCommittees and individual Directors including Chairman of the Board. The performanceevaluation of all the Directors was carried out by the Nomination and RemunerationCommittee. The performance evaluation of the Board as a Whole and the Non-IndependentDirectors was carried out by the Independent Director While evaluating the performance andeffectiveness of the Board various aspects of the Boards functioning such asadequacy of the composition and quality of the Board time devoted by the Board toCompanys long-term strategic issues quality and transparency of Board discussionsexecution and performance of specific duties obligations and governance were taken intoconsideration. Committee performance was evaluated on the basis of their effectiveness incarrying out respective mandates. A separate exercise was carried out to evaluate theperformance of Directors who were evaluated on parameters such as level of engagement andcontribution to Board deliberations independence of judgments safeguarding the interestof the Company and focus on creation of shareholders value ability to guide the Companyin key matters attendance at meetings etc. The Executive Directors were evaluated onparameters such as strategy implementation leadership skills quality quantity andtimeliness of the information flow to the Board
The Directors expressed their satisfaction with the evaluation process.
EFFICIENT INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY
Adequate internal controls have been laid down by the Company to safeguard and protectits assets as well as to improve the overall productivity of its operations. All thetransactions are properly authorized recorded and reported to the management. The Companyis following applicable Accounting Standards and Policies for properly maintaining thebooks of accounts and reporting financial statements. The detailed process of review notonly ensures reliability of control systems and legal compliances with applicablelegislation defined policies and processes but also reviews efficiency of systems andensures safeguarding of tangible and intangible assets.
CORPORATE GOVERNANCE REPORT
Regulation 27 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations2015 shall be applicable those companies having paid up equity share capital exceeding ?10crore or Net Worth exceeding ? 25 crore as on the last day of the previous financialyear. The paid up share capital and net worth of your Company do not come under thepurview of applicability of Regulation 27 of Listing Regulations i.e. CorporateGovernance. Therefore separate report of corporate governance is not attached herewith.
In spite of above exemption Your Company adopts best practices for corporategovernance disclosure standard and enhanced shareholder value while protecting theinterest of all other stakeholders including clients its employee. This has enabled yourCompany to earn the trust and goodwill of its investors business partners employees andthe communities in which it operates.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
The provision of the Section 135 of Companies Act 2013 is not applicable on theCompany.
NOMINATION & REMUNERATION POLICY
The Board of Directors on the recommendation of the Nomination & RemunerationCommittee framed a policy for selection and appointment of Directors Key ManagerialPersonnel Senior Management and their remuneration as required under Section 178 of theCompanies Act 2013. The Nomination & Remuneration Policy of the Company is annexedherewith and marked as Annexure II to this Board Report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report as required under Regulation 34 of the SEBIListing Regulations is annexed as Annexure IV to this Board Report.
In accordance with the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 your Company has framed a "Risk Management Policy" toidentify risks associated with the Company assess its impact and take appropriatecorrective steps to minimize the risks which may threaten the existence of the company.Compliance management has been significantly strengthened by the deployment of anintegrated compliance management and governance framework.
The Company constantly reviews its exposure to various types of risk. The Company hasin place adequate systems to ensure compliance with all regulatory and statutory mattersreviews the same on a periodic basis and takes appropriate corrective action whennecessary.
DIRECTOR'S RESPONSIBILITY STATEMENT
The Board of Directors acknowledges the responsibility for ensuring compliance with theprovisions of Section 134(3) (c) read with Section 134(5) of the Companies Act 2013 inthe preparation of the annual accounts for the year ended 31st March 2021 and state that:
a. In the preparation of the annual statements for the financial year ended on 31stMarch 2021 the applicable accounting standards have been followed along with properexplanation relating to material departures if any;
b. The directors have 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 at the end of the financial year and ofthe profit and loss of the company for that period;
c. The directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;
d. The directors have prepared the annual accounts on a going concern basis;
e. proper internal financial controls were in place and that the financials controlwere adequate and were operating effectively; and
f. Systems to ensure compliance with the provisions of all applicable laws were inplace and were adequate and operating effectively.
PARTICULARS OF EMPLOYEES
During the year under review no employee is covered as per rules 5(2) & (3) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 therefore nostatement is required be given showing the names and other particulars of the employeesdrawing remuneration in excess of the limits set out in the said rules are not applicable.
PARTICULARS OF REMUNERATION
The information required under Section 197(12) of the Companies Act 2013 read withRule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014
i) The ratio of the remuneration of each Director to the median remuneration of theemployees of the Company for the financial year 2020-21:
Sitting Fee paid to Independent Director
i. No sitting fee had been paid to any director during the financial year 2020-21;
ii. the percentage increase in remuneration of each Director Chief Financial OfficerChief Executive Officer Company Secretary or Manager if any in the financial year2019-20:
iii. Salary of Niti Taheem increased from 120906.00/- to 143400.00/- other thanthat there has been no increment in the remuneration paid to Director.
iv. The percentage increase in the median remuneration of employees in the financialyear 202021: NIL
v. There has been decrease in the expense of salaries paid to the employees.
vi. The number of permanent employees on the rolls of company: 4
vii. Average percentile increase already made in the salaries of employees other thanthe managerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in the managerial remuneration:
viii. The key parameters for any variable component of remuneration availed by theDirectors:
ix. No parameter for any variable component of remuneration has been availed by theDirectors
x. Affirmation that the remuneration is as per the remuneration policy of the Company:
It is hereby affirmed that the remuneration paid is as per the Nomination andRemuneration Policy of the Company.
LISTING ON THE STOCK EXCHANGE
The Company's shares are listed with BSE Limited.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
Company has entered into contracts or arrangements with related party in accordancewith the
Section 188 of the Companies Act 2013 on arms length as given below:
COMMITTEES OF THE BOARD
The Committees of the Board focus on certain specific areas and make informed decisionsin line with the delegated authority. The following substantive Committees constituted bythe Board function according to their respective roles and defined scope:
Nomination and Remuneration Committee
Stakeholder Relationship Committee
A) EXTRACT OF ANNUAL RETURN
Extract of Annual Return of the Company is annexed herewith as Annexure-III to thisReport.
B) COMPOSITION AND MEETINGS OF THE BOARD OF DIRECTORS
The Board of Directors has an optimum combination of Executive Non-ExecutiveIndependent Directors in accordance with the provisions of the Act. The composition of theBoard of Directors of the Company as on 31st March 2021 is as under:
During the financial year ended March 31 2021 6 meetings of the Board of Directorswere held as against the statutory minimum requirement of 4 times. None of the two BoardMeetings have a gap of more than 120 days between them. The dates of meetings arementioned below:
C) COMPOSITION OF AUDIT COMMITTEE
The Audit Committee presently comprises of three members including one ExecutiveDirector viz. Deepak Kumar Gangwani and two Non executive Independent director viz. Ms.Tanya Makhijani and Mr. Sagar Gangwani who is Chairperson of the Committee. All themembers are well versed in corporate finance and related areas.
The representative(s) of Statutory Auditors are permanent invitees of Audit committeemeetings.
D) COMPOSITION OF NOMINATION AND REMUNERATION COMMITTEE
The Nomination and Remuneration Committee as on date comprises of three members Mr.Sagar Gangwani Ms. Tanya Makhijani and Mr. Deepak Gangwani Mr. Sagar Gangwani isChairperson of the Committee.
E) COMPOSITION OF STAKEHOLDER RELATIONSHIP COMMITTEE
The Stakeholder Relationship Committee as on date comprises of three members includingone Executive Director viz. Deepak Kumar Gangwani and two Non executive Independentdirector viz. Ms. Tanya Makhijani and Mr. Sagar Gangwani.
F) VIGIL MACHANISM/WHISTLE BLOWER POLICY
Pursuant to Section 177 of the Companies Act 2013 read with Companies (Meeting ofBoard and mechanism/whistle blower policy of the Company. The policy provides a frameworkfor directors and employees to report genuine concerns about unethical behavior actual orsuspected fraud or violation of the Company's code of conduct or ethics policy. Protecteddisclosures can be made by a whistle blower through an email or to the Chairman of theAudit Committee. The Audit Committee of Directors are entrusted with the. The vigilmechanism/whistle blower its Powers) Rules 2014 and SEBI (Listing Obligation andDisclosure Requirements) Regulations 2015 the Board of Directors at its meeting held on30th May 2014 has adopted a vigil policy can be accessed on the Company's website at thelink: www. gdl- finance .com.
G) DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013
The Company has zero tolerance towards sexual harassment at workplace and during theyear under review your Board has constituted an Internal Complaints Committee to considerand redress complaints of sexual harassment & also adopted a policy on preventionprohibition and redressal of sexual harassment at workplace in line with the provisions ofSexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013and the rules framed thereunder.
During the financial year 2020-21 no complaints with allegation of sexual harassmentwere filed with the company.
H) PATICULARS OF LOANS GIVEN INVESTMENT MADE GUARANTEES GIVEN AND SECURITY PROVIDED
Pursuant to Section 186 of Companies Act 2013 the details of the loan givenguarantees on securities provided and investments made by the company during the financialyear under review have been disclosed in the financial statements.
I) THINK GREEN GO GREEN INITIATIVE
The Companies Act 2013 permits companies to send documents like Notice of AnnualGeneral Meeting Annual Report and other documents through electronic means to its membersat their registered email addresses besides sending the same in physical form.
As a responsible Corporate Citizen the Company has actively supported theimplementation of Green Initiative of Ministry of Corporate Affairs (MCA) andeffected electronic delivery of Notices and Annual Reports to those shareholders whoseemail ids were already registered with the respective Depository Participants (DPs) andwho have not opted for receiving such documents in physical form. The intimation ofdividends (interim/final) is also being sent electronically to those shareholders whoseemail ids are registered.
Members who have not registered their e-mail addresses so far are requested toregister their e-mail address with the Registrar and Share Transfer agent (R&TA) ofthe Company/Depository participant (DP) of respective member and take part in the GreenInitiative of the Company for receiving electronic communications and support the"THINK GREEN GO GREEN" initiative.
Further pursuant to Section 108 of the Companies Act 2013 read with Rule 20 of theCompanies (Management and Administration) Rules 2014 the Company is providing e-votingfacility to all members to enable them to cast their votes electronically in respect ofresolutions set forth in the Notice of Annual General Meeting (AGM). The detailedinstructions for e-voting are provided in the Notice of AGM.
Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year under review:
1. Details relating to deposits covered under Chapter V of the Companies Act 2013.
2. Issue of equity shares with differential rights as to dividend voting or otherwise.
3. Issue of shares (including sweat equity shares) to employees of the Company underany scheme.
4. The Managing Directors of the Company did not receive any remuneration or commissionfrom subsidiary.
5. No significant or material orders were passed by the Regulators or Courts orTribunals which impact the going concern status and Company's operations in future.
PARTICULARS OF CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS AND OUT GO
Information required to be given pursuant to section 134(3)(m) of the Companies Act2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014 and forming part of theDirector's report for the year ended 31st March 2021 are given below :
a) CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION
The Company accords great importance to conservation of energy. The Company has takenseveral steps towards this end through:-
a. Close monitoring of consumption of electricity LPG diesel and water.
b. Optimization of conservation of electricity LPG diesel and water by reducingprocess cycle time process modification and also by equipmentmodification/replacement/retrofitting.
c. Achieving power factor standards nearing unity.
d. Usage of renewable energy.
The Company has been taking energy saving measures viz. Use of energy saver electricalequipments CFL fittings are provided inside the building for common area lighting in theprojects of the Company Efficient ventilation system in offices and the projects of theCompany.
Moreover your company emphasis towards a safe and clean environment and continue toadhere to all regulatory requirements and guidelines.
b) RESEARCH & DEVELOPMENT
Your company has not undertaken any research and development work during the year202021. However in order to minimize its cost and increase the quality of its projectsyour Company is trying to maintain highest standard of quality.
c) FOREIGN EXCHANGE EARNINGS AND OUTGO
Details of Foreign Exchange earnings and Outgo are given as below:-
Directors wish to place on record their deep thanks and gratitude to;
a) The Central and State Government as well as their respective Departments andDevelopment Authorities connected with the business of the Company Banker of the Companyas well as other Institutions for their co-operation and continued support.
b) The Shareholders for the trust and confidence reposed and to the Customers for theirvalued patronage.
c) The Board also takes this opportunity to express its sincere appreciation for theefforts put in by the officers and employees at all levels in achieving the results andhopes that they would continue their sincere and dedicated Endeavour towards attainment ofbetter working results during the current year.
d) The Directors regret the loss of life due to COVID-19 pandemic and are deeplygrateful and have immense respect for every person who risked their life and safety tofight this pandemic.
e) The customers business associates and banker for their continued support during thefinancial year.