Your Directors are pleased to present the 25th Annual Report on the business andoperation of the Company along with Audited Accounts for the financial year ended 3lstMarch 2018.
(Rs. In Lakh)
|Details ||Year Ended 31.03.2018 ||Year Ended 31.03.2017 |
|Revenue from Operations ||33.97 ||32.82 |
|OtherIncome ||0.02 ||0.01 |
|Total Revenue ||33.99 ||32.83 |
|Expenditure ||33.19 ||31.37 |
|Depreciation ||0.02 ||0.02 |
|Exceptional Items ||0.00 ||0.00 |
|Profit/(Loss) before Tax ||0.78 ||1.44 |
|Provision for Tax ||0.33 ||0.35 |
|Net Profit/(Loss) ||0.31 ||1.01 |
REVIEW OF OPERATIONS AND FUTURE PROSPECTS
During the year under review total revenue from operation increased from 3281918.22to Rs. 3397642.00. However the profit after tax (PAT) has been decreased from101113.27 to 31639.87.
Your directors assure you to present much better results in the coming time.
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.
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 3lstMarch 2018.
TRANSFER TO RESERVES
The position of reserves is at the end of financial year ended March 31 2018 is asfollows:
(Amount in Rs.)
|Particulars ||31.03.2018 ||31.03.2017 |
|Balance Brought Forward ||1438.819.45 ||1337706.18 |
|Fixed Assets W/off. || || |
|Profit For The Year ||31639.87 ||101113.27 |
|TOTAL ||1470459.32 ||1438819.45 |
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.
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 in 24th AnnualGeneral Meeting.
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 reenactment(s) for the time being in force). The AuditorsReport for the financial year ended 3lst March 2016 does not contain any qualificationreservation or adverse remark.
The Auditors report on the financial statement for the financial year201718 is self explanatory.
The Board of Directors has appointed Mr. Yashlok Dubey Practicing Company Secretaryto conduct Secretarial Audit under the provisions of Section 204 of the Companies Act2013 for the financial year 201718. The Secretarial Audit Report is annexed herewithand marked as Annexure I to this Report.
Qualification of Secretarial Auditor
1. 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. Dematerializedpromoter holding is not in 100% Demat form (B) company has not appointed CS.
2. As per the provisions of the Section 203 of the Companies Act 2013 every listedcompany is required to appoint a whole the Company Secretarial but the Company has notappointed a Company Secretary during the year in the company
Management of the Company will take necessary steps required for complying all abovestated matters in the coming year.
During the year 20172018 Mrs. Bhakti Kukreja has resigned from Directorship on26.04.2017 due to personal reasons. Our company returns thanks to the resigning Directorfor giving the valuable time to the company.
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 reappointment.
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
KEY MANAGERIAL PERSONS
Mrs. Sangeeta Gangwani is the chief financial Officer of the Company. Your directorsare in the process of selecting appropriate person to hold the office of the CompanySecretary.
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 NonIndependentDirectors was carried out by the Independent Directors. While evaluating the performanceand effectiveness 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 longterm strategic issues quality and transparency of Boarddiscussions execution and performance of specific duties obligations and governance weretaken into consideration. Committee performance was evaluated on the basis of theireffectiveness in carrying out respective mandates. A separate exercise was carried out toevaluate the performance of Directors who were evaluated on parameters such as level ofengagement and contribution to Board deliberations independence ofjudgments safeguardingthe interest of the Company and focus on creation of shareholders value ability to guidethe Company in key matters attendance at meetings etc. The Executive Directors wereevaluated on parameters such as strategy implementation leadership skills qualityquantity and timeliness of the information flow to the Board The Directors expressed theirsatisfaction 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.1O 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.
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 3lst March 2018 and state that:
a. In the preparation of the annual statements for the financial year ended on 31StMarch 2018 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 201718:
|Sr. No. Name of Director ||Remuneration paid for FY 2018 ||Remuneration paid for FY 2017 ||Ratio |
|1 Deepak Kumar Gangwani ||252000 ||192000 ||0.88 |
|2 Gopi Chand Gangwani ||96000 ||192000 ||0.33 |
|3 Sangeeta Gangwani ||240000 ||204000 ||0.83 |
ii) Sitting Fee paid to Independent Director
i) No sitting fee had been paid to any director during the financial year 201718;the percentage increase in remuneration of each Director Chief Financial Officer ChiefExecutive Officer Company Secretary or Manager if any in the financial year201718:
Salary of Deepak Kumar Gangwani increased from 192000.00/ to 252000.00/& Salary of Ms. Sangeeta Gangwani increased from 204000.00/ to240000.00/ other than that there has been no increment in the remuneration paid toDirector.
iii) The percentage increase in the median remuneration of employees in the financialyear 201718: NIL
iv) There has been increment in the expense of salaries paid to the employees. iv) Thenumber of permanent employees on the rolls of company: 4
v) Average percentile increase already made in the salaries of employees other than themanagerial 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:
vi) The key parameters for any variable component of remuneration availed by theDirectors: No parameter for any variable component of remuneration has been availed by theDirectors vii) Affirmation that the remuneration is as per the remuneration policy of theCompany:
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. The fee to BSE is paid till31032018
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.
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
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 NonExecutiveIndependent Directors in accordance with the provisions of the Act. The composition of theBoard of Directors of the Company as on 3lst March 2018 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 Das ||Director ||Non Executive Independent |
During the financial year ended March 31 2018 8 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:
|Sr. No. ||Date ||Sr. No. ||Date |
|1. ||20.04.2017 ||5. ||04.09.2017 |
|2. ||29.05.2017 ||6. ||13.11.2017 |
|3. ||29.07.2017 ||7. ||30.01.2018 |
|4. ||26.08.2017 ||8. ||16.03.2018 |
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. Mr.Kamal Kumar and Mr. Sagar Das 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.
D) COMPOSITION OF NOMINATION AND REMUNERATION COMMITTEE
The Nomination and Remuneration Committee as on date comprises of three members Mr.Sagar Das Mr. Kamal Kumar and Mr. Deepak Gangwani Mr. Sagar Das is Chairperson of theCommittee.
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. Mr. Kamal Kumar and Mr. Sagar Das.
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 atworkplace and during the year under review your Board has constituted an InternalComplaints Committee to consider and redress complaints of sexual harassment & alsoadopted a policy on prevention prohibition and redressal of sexual harassment atworkplace in line with the provisions of Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 and the rules framed thereunder. Duringthe financial year 201718 no complaints with allegation of sexual harassment werefiled 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.
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:
Details relating to deposits covered under Chapter V of the Companies Act 2013. Issueof equity shares with differential rights as to dividend voting or otherwise.
PENN!" Issue of shares (including sweat equity shares) to employees of the Companyunder any scheme.
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 315t March 2018 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 ofelectricity LPG diesel and water. b. Optimization of conservation of electricity LPGdiesel and water by reducing process cycle time process modification and also byequipment modification/replacement/retrofitting. c. Achieving power factor standardsnearing 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 year201718.
However in order to minimize its cost and increase the quality of its projects yourCompany 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 2018 ||Year 2017 |
| ||(Amt.) ||(Amt.) |
|Foreign Exchange earning ||Nil ||Nil |
|Foreign Exchange outgoing ||Nil ||Nil |
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 cooperation 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 |
| ||Chairman & Whole Time ||Whole Time Director |
|Place: New Delhi ||Director ||DIN: 00763656 |
|Dated: 31.08.2018 ||DIN: 00761959 || |