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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
OPEN 7.94
PREVIOUS CLOSE 7.94
VOLUME 200
52-Week high 7.94
52-Week low 0.00
P/E 397.00
Mkt Cap.(Rs cr) 2
Buy Price 7.94
Buy Qty 3200.00
Sell Price 0.00
Sell Qty 0.00
OPEN 7.94
CLOSE 7.94
VOLUME 200
52-Week high 7.94
52-Week low 0.00
P/E 397.00
Mkt Cap.(Rs cr) 2
Buy Price 7.94
Buy Qty 3200.00
Sell Price 0.00
Sell Qty 0.00

GDL Leasing & Finance Ltd. (GDLLEASING) - Director Report

Company director report

Dear Members

Your Directors are pleased to present the 26th Annual Report on the businessand operation of the Company along with Audited Accounts for the financial year ended31st March 2019.

Financial Highlights

(Rs. In Lakh)
Details Year Ended 31.03.2019 Year Ended 31.03.2018
Revenue from Operations 32.69 33.98
Other Income 0.02 0.02
Total Revenue 32.71 34.00
Expenditure 31.74 33.21
Depreciation 0.02 0.02
Exceptional Items 0.00 0.00
Profit/(Loss) before Tax 0.97 0.78
Provision for Tax 0.21 0.34
Net Profit/(Loss) 0.72 0.32

REVIEW OF OPERATIONS AND FUTURE PROSPECTS

During the year under review total revenue from operation decreased from 3397642.00to Rs. 3269018.00. Along with that profit after tax (PAT) has been increased from31639.87 to 71624.14. Your directors assure you to present much better results in thecoming time.

SHARE CAPITAL

The issued subscribed and paid up capital of the Company is Rs 30101000 (RupeesThree Crore One Lakh One Thousands) divided into 3010100 (Thirty Lakh Ten Thousand OneHundred) equity shares of Rs 10 each.

There has been no change in the share capital of the Company during the year.

DIVIDEND

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 2019.

TRANSFER TO RESERVES

The position of reserves is at the end of financial year ended March 31 2018 is asfollows:

(Amount in Rs.)
Particulars 31.03.2019 31.03.2018
Balance Brought Forward 1470459.32 1438.819.45
Fixed Assets W/off. - -
Profit For The Year 71624.14 31639.87
TOTAL 1542083.46 1470459.32

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 company's 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.

SUBSIDIARY COMPANIES

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 Company's 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. Mrs. Niti Taheem has appointed w.e.f.February 09 2019.

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.

AUDITORS

Your Company has appointed M/s H.K Batra& Associates Chartered Accountants havingFRN 009889N as Auditors of the Company for the period of five (5) years.

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' Report forthe financial year ended 31st March 2019 does not contain any qualification reservationor adverse remark.

AUDITORS' REPORT

The Auditors' report on the financial statement for the financial year 2018-19 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 2018-19. The Secretarial Audit Report is annexed herewith andmarked as Annexure I to this Report.

Qualification of Secretarial Auditor

(a) Promoter's Shareholding is not 100% in DMAT form.

(b) Company has appointed Ms. Niti Taheem as Whole time Company Secretary of theCompany on 09.02.2019 instead of whole year as required under Section 203 of theCompanies Act 2013.

(c) During the year it has observed that company didn't file DIR -12 for regularizationof Tanya Makhijani Independent Director of the Company.

(d) It has been observed that the company's website has developed some technical snagand is being recasted so as to be able to upload/publication of all documents as perrequirement of acts and listing agreement.

Management Reply

Management of the Company will take necessary steps required for complying all abovestated matters in the coming year.

DIRECTORATE

During the year 2018-2019 Mr. Kamal Kumar has resigned from Directorship on 15.09.2018due to personal reasons Mrs. Tanya Makhijani having DIN: 08224887 has been appointed asan independent Director in the category of additional director on 15.09.2018 and Ms. NitiTaheem has been appointed as an Company Secretary and Compliance Officer on 09.02.2019.Our company returns thanks to the resigning Director for giving the valuable time to thecompany.

In accordance with the requirements of the Companies Act 2013 and the Company'sArticles 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

BOARD EVALUATION

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 Directors. While evaluating the performanceand effectiveness of the Board various aspects of the Board's functioning such asadequacy of the composition and quality of the Board time devoted by the Board toCompany's long -term strategic issues quality and transparency of Board discussionsexecution and performance of specific duties obligations andgovernance 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 exceedingRs.10 crore or Net Worth exceeding Rs. 25 crore as on the last day of the previousfinancial year. The paid up share capital and net worth of your Company do not come underthe purview 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.

RISK MANAGEMENT

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 2019 and state that:

a. In the preparation of the annual statements for the financial year ended on 31stMarch 2019 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 2018-19:

Sr. No. Name of Director Remuneration paid for FY 2019 Remuneration paid for FY 2018 Ratio
1 Deepak Kumar Gangwani 300000 252000 19.05%
2 Sangeeta Gangwani 300000 240000 25%
3 Niti Taheem 24000

Sitting Fee paid to Independent Director

i. No sitting fee had been paid to any director during the financial year 2018-19;

ii. the percentage increase in remuneration of each Director Chief Financial OfficerChief Executive Officer Company Secretary or Manager if any in the financial year2018-19:

iii. Salary of Deepak Kumar Gangwani increased from 252000.00/- to 300000.00/-& Salary of Ms. Sangeeta Gangwani increased from 240000.00/- to 300000.00/- otherthan that there has been no increment in the remuneration paid to Director.

iv. The percentage increase in the median remuneration of employees in the financialyear 2018-19: 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 bythe Directors x. Affirmation that the remuneration is as per the remuneration policy ofthe 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

There were no contracts or arrangements entered into by the Company in accordance withthe Section 188 of the Companies Act 2013 except salary which is described below:

Related Party/ Relatives Nature of Transaction / Payment Amount of Transaction (Rs.) Closing Balance (Rs.)
Mr. Deepak Kumar Gangwani Director's Remuneration 300000/- Nil
Mrs. Sangeeta Gangwani Director's Remuneration 300000/- Nil
Ms. Niti Taheem Salary Paid 24000/- Nil

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:

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholder Relationship Committee

DISCLOSURES:

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 2019 is as under:

Name Designation Category
Deepak Kumar Gangwani Whole Time Director Executive
Sangeeta Gangwani Whole Time Director Executive
Kamal Kumar Director Non- Executive Independent
Sagar Director Non -Executive Independent
Tanya Makhijani Additional Director Non- Executive Independent

Mr. Kamal Kumar having DIN: 06966916 has resigned and Ms. Tanya Makhijani having DIN:08224887 has been appointed as an independent director on 15.09.2018. During the financialyear ended March 31 2019 8 meetings of the Board of Directors were held as against thestatutory minimum requirement of 4 times. None of the two Board Meetings have a gap ofmore than 120 days between them. The dates of meetings are mentioned below:

Sr. No. Date
1. 25.04.2018
2. 15.05.2018
3. 13.08.2018
4. 31.08.2018
5. 15.09.2018
6. 13.11.2018
7. 13.02.2019
8. 30.03.2019

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 who is Chairperson of the Committee. All the members arewell versed in corporate finance and related areas.

The representative(s) of Statutory Auditors are permanent invitees of Audit committeemeetings.

Note: Mr. Kamal Kumar having DIN: 06966916 has resigned and Ms. Tanya Makhijani havingDIN:08224887 has been appointed as an independent director on 15.09.2018.

D) COMPOSITION OF NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee as on date comprises of three members Mr.Sagar Ms. Tanya Makhijani and Mr. Deepak Gangwani Mr. Sagar is Chairperson of theCommittee.

Note: Mr. Kamal Kumar having DIN: 06966916 has resigned and Ms. Tanya Makhijani havingDIN:08224887 has been appointed as an independent director on 15.09.2018.

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.

Note: Mr. Kamal Kumar having DIN: 06966916 has resigned and Ms. Tanya Makhijani havingDIN:08224887 has been appointed as an independent director on 15.09.2018.

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 2018-19 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.

J) GENERAL

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 2019 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 year2017-18. 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:-

Year 2019 Year 2018
(Amt.) (Amt.)
Foreign Exchange earning Nil Nil
Foreign Exchange outgoing Nil Nil

APPRECIATION

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 customers business associates and banker for their continued support during thefinancial year.

By Order of the Board
For GDL Leasing and Finance Limited
Sd/- Sd/-
Deepak Kumar Gangwani Sangeeta Gangwani
Place: New Delhi Chairman & Whole Time Director Whole Time Director
DIN: 00761959 DIN: 00763656
Dated: 31.08.2019

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