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Geetanjali Credit and Capital Ltd.

BSE: 539486 Sector: Financials
NSE: N.A. ISIN Code: INE263R01010
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NSE 05:30 | 01 Jan Geetanjali Credit and Capital Ltd
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VOLUME 200
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Buy Price 1.24
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Sell Price 1.24
Sell Qty 500.00
OPEN 1.24
CLOSE 1.24
VOLUME 200
52-Week high 1.95
52-Week low 0.75
P/E
Mkt Cap.(Rs cr) 1
Buy Price 1.24
Buy Qty 28.00
Sell Price 1.24
Sell Qty 500.00

Geetanjali Credit and Capital Ltd. (GEETANJALICRED) - Director Report

Company director report

To

The Members of

Geetanjali Credit and Capital Limited Chandigarh

The Directors hereby present the Annual Report together with Audited Statement ofAccounts for the year ended on 31st March2019 which they trust will meet with yourapproval.

(Amount in Rs.)
Particulars F.Y. 2018-19 F.Y. 2017-18
Profit before depreciation and tax 19668 257850
Less: Depreciation (3615) (3615)
Profit before Tax 16053 261465
Less: Provisions for Tax - (55571)
Profit after Depreciation & Tax 16053 205894

OPERATIONS:

The Total Receipts and other income during the year have been Rs. 564280/- as compareto Rs. 614273/- during the previous year. The Profit after tax of the Company hasdecreased to Rs. 16053/- as compared to Rs. 205894/- in the previous year.

DIVIDEND:

With a view to conserve the resources for expansion of the business activities andworking capital requirements of the Company the board of directors of the company do notrecommended any dividend for the year under review.

FIXED DEPOSITS:

The Company has not invited any deposits from the public during the year under review.

DIRECTOR'S RESPONSIBILITY STATEMENT:

To the best of their knowledge and belief and according to the information andexplanations obtained by them your Directors make the following statements in terms ofSection 134(3) (c) of the Companies Act 2013:

(a) In the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures.

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

(f) The Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and such systems are adequate and operating effectively.

PARTICULARS OF EMPLOYEES:

There was no employee drawing remuneration requiring disclosure under the Rule 5 (2)& (3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.

LISTING:

Shares of the Company are Listed on Bombay Stock Exchange Limited (BSE)

AUDITORS AND AUDITORS REPORT:

The Company s Auditors M/s. Vishves Shah & Co Chartered Accountants of Ahmedabadwere appointed as statutory auditor of the Company. The Company has received writtenconsent(s) and certificate(s) of eligibility in accordance with Section 139 141 and otherapplicable provisions of the Companies Act 2013 and Rules issued there under (includingany statutory modification(s) or re-enactment(s) thereof for the time being in force) fromM/s. Vishves Shah & Co Chartered Accountants. Further M/s. Vishves Shah & Cohave confirmed that they hold a valid certificate issued by Peer Review Board of theInstitute of Chartered Accountants of India as required under the Listing Regulations.

The Notes on Financial Statements referred to in the Auditor s Report areSelf-explanatory and do not call for any further comments.

There is no qualification reservation or adverse remarks made in the statutory auditors report

CONSERVATION OF ENERGY TECHNOLOGY ABSORBTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

A. Conservation of Energy: N.A B. Technology Absorption:

No Technology Absorption has been envisaged by your company during the period underreview.

C. Foreign Exchange Earning & Out Go: Total Foreign Exchange Used : NIL TotalForeign Exchange Earned: NIL

CORPORATE GOVERNANCE:

Pursuant to Regulation 15 of Securities and Exchange Board of India (Listing Obligationand Disclosure Requirements) Regulations 2015 [ SEBI (LODR)] Corporate Governanceprovisions as specified is not applicable to the Company since the paid up share capitalof the Company and the net worth is below threshold limits prescribe under SEBI (LODR).

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

In terms of the Regulation 34(e) of Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 Management Discussion andAnalysis is form of Annual Report.

MATERIAL CHANGES AND COMMITMENTS:

There are no material changes and commitments if any affecting the financial positionof the Company subsequent to the date of the Balance sheet and up to the date of thereport.

RELATED PARTY TRANSACTIONS:

During the year there was no transaction related party transaction. Thereforerequisite details in form AOC 2 is not required to be provided herewith.

DISCLOSURE UNDER RULE 8 (5) OF COMPANIES (ACCOUNTS) RULES 2014 :

Change in Nature of Company Business:

The Company is engaged in the business of finance and other related service. There isno change in nature of Company Business

Details of Directors / Key Managerial Personnel Appointed / Resigned:

In terms of provision of Section 152 (6) of the Companies Act 2013 Mr. SumudrasinghRajusingh Rathod (DIN: 07948260) retires by rotation and being eligible offers himself forreappointment.

Mr. Bharat Bhusan Goyal Director of company was resigned on 15.06.2019. Mr.Shivalingeshwar Shreshthi C.F.O. of the company was appointed on 17.05.2019. Mr. Paresh G.Patel Managing Director of the Company resigned w.e.f. 02.04.2019.

Mr. Vitthal Kumar Jajou appointed as an Additional director of the Company w.e.i.31.12.2018.

Mr. Sumudrasingh R. Rathod appointed as an Additional director of the Company w.e.f.28.12.2018.

Details of Holding / Subsidiary Companies / Joint Ventures / Associate Companies:

During the year under review there was no holding / Subsidiary Company / JointVentures / Associate Companies.

Deposit:

The Company has not invited any deposit other than the exempted deposit as prescribedunder the provision of the Companies Act 2013 and the rules framed there under asamended from time to time. Hence there are no particulars to report about the depositfalling under Rule 8 (5) (v) and (vi) of Companies (Accounts) Rules 2014.

Details of Significant and Material Orders passed by Regulators or Courts or Tribunals:

During the year under review there were no significant and material orders passed byany Regulators or Court or Tribunals which may have impact on the going concern status. Noorder has been passed by any Regulators or Court or Tribunals which may have impact on theCompany`s operation in future.

INTERNAL FINANCIAL CONTROLS:

The Board has adopted policies and procedures for ensuring the orderly and efficientconduct of its business including the adherence to the Company s policies thesafeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation ofreliable financial disclosure.

PARTICULARS OF LOANS / GUARANTEES / INVESTMENT:

The Company has not given any loan / guarantee or provided any Security or made anyinvestment to any person who is covered under section 186 of the Companies Act 2013.

RISK MANAGEMENT POLICY:

The Company has a structured risk management policy. The Risk management process isdesigned to safeguard the organization from various risks through adequate and timelyactions. It is designed to anticipate evaluate and mitigate risks in order to minimizeits impact on the business. The potential risks are inventoried and integrated with themanagement process such that they receive the necessary consideration during decisionmaking. It is dealt with in greater details in the management discussion and analysissection. The Risk Management Policy is also available on the Company`s website

EXTRACT OF THE ANNUAL RETURN:

The details forming part of the extract of the Annual Return in form MGT 9 is annexedherewith.

NUMBER OF BOARD MEETINGS:

The Board of Directors met 7 (Seven) times during the financial year 2018-19 and thedetails of the meeting are as follows:

Sr. No. Date of Meeting
1. 30.05.2018
2. 14.08.2018
3. 28.09.2018
4. 05.11.2018
5. 28.12.2018
6. 31.12.2018
7. 01.02.2019

The intervening gap between the meetings was within the period prescribed under theCompanies Act 2013

COMMITTEES MEETINGS:

AUDIT COMMITTEE:

The Audit Committee met 4 (Four) times during the financial year 2018-19 and thedetails of the meeting are as follows:

Sr. No. Date of Meeting Attendance of Directors
1. 30.05.2018 Chairman & all other Members were present
2. 14.08.2018 Chairman & all other Members were present
3. 05.11.2018 Chairman & all other Members were present
4. 01.02.2019 Chairman & all other Members were present

STAKEHOLDER RELATIONSHIP COMMITTEE:

The Stakeholder Relationship Committee met 4 (Four) times during the financial year2018-19 and the details of the meeting are as follows:

Sr. No. Date of Meeting Attendance of Directors
1. 30.05.2018 Chairman & all other Members were present
3. 14.08.2018 Chairman & all other Members were present
4. 05.11.2018 Chairman & all other Members were present
5. 01.02.2019 Chairman & all other Members were present

NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee met 2 (Two) time during the financial year2018-19

CORPORATE SOCIAL RESPONSIBILITY:

The Company is not covered under the criteria of the provision of Section 135 of theCompanies Act 2013 read with the Companies (Corporate Social Responsibility Policy)Rules 2014 and therefore it is not mandatory for the Company to have the CorporateSocial Responsibility.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013

The Company has in place an Anti-harassment policy in line with the requirements of theSexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.Internal Complaint Committee are set up at shop floor level to redress complaints receivedregularly and are monitored by women line supervisors who directly report to the Chairman.All employees (permanent contractual temporary trainees) are covered under the policy.There was no compliant received from any employee during the financial year 2018-19 andhence no complaint is outstanding as on 31.03.2019 for redressal.

SECRETARIAL AUDIT REPORT:

Pursuant to Section 204 of the Act the Secretarial Audit Report for the Financial Yearended 31st March 2019 given by Ajit Santoki Practising Company Secretary is attachedherewith which forms part of the Directors Report. The observations are self-explanatory.

As regards in observations in Secretarial Audit Report regarding:

? I further report that during the year under review the Company had not appointedany Company Secretary till date.

The Company is in search of qualified Company Secretary for the vacant post.

ANNUAL PERFORMANCE EVALUATION:

In compliance with the provisions of the Act and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the performance evaluation was carried out asunder:

Board:

In accordance with the criteria suggested by The Nomination and Remuneration Committeethe Board of Directors evaluated the performance of the Board having regard to variouscriteria such as Board composition Board processes Board dynamics etc. The IndependentDirectors at their separate meetings also evaluated the performance of the Board as awhole based on various criteria. The Board and the Independent Directors were of theunanimous view that performance of the Board of Directors as a whole was satisfactory.

Committees of the Board:

The performance of the Audit Committee the Nomination and Remuneration Committee andthe Stakeholders Relationship Committee was evaluated by the Board having regard tovarious criteria such as committee composition committee processes committee dynamicsetc. The Board was of the unanimous view that all the committees were performing theirfunctions satisfactorily and according to the mandate prescribed by the Board under theregulatory requirements including the provisions of the Act the Rules framed there underand the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

Individual Directors:

(a) Independent Directors: In accordance with the criteria suggested by The Nominationand Remuneration Committee the performance of each independent director was evaluated bythe entire Board of Directors (excluding the director being evaluated) on variousparameters like engagement leadership analysis decision making communicationgovernance and interest of stakeholders. The Board was of the unanimous view that eachindependent director was a reputed professional and brought his/her rich experience to thedeliberations of the Board. The Board also appreciated the contribution made by all theindependent directors in guiding the management in achieving higher growth and concludedthat continuance of each independent director on the Board will be in the interest of theCompany.

(b) Non-Independent Directors: The performance of each of the non-independent directors(including the chair person) was evaluated by the Independent Directors at their separatemeeting. Further their performance was also evaluated by the Board of Directors. Thevarious criteria considered for the purpose of evaluation included leadership engagementtransparency analysis decision making functional knowledge governance and interest ofstakeholders. The Independent Directors and the Board were of the unanimous view that eachof the non- independent directors was providing good business and people leadership

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION:

The Company is not paying any Remuneration to Managing Director or any of the executivedirectors. Thus the requisite details as required by Section 134(3)(e) Section 178(3)& (4) and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 isnot required to be provided. However the Company affirm that as and when the Remunerationwill be payable to any of the Director the same would be as per Remuneration Policy.

MATERIAL CHANGES AND COMMITMENTS:

There are no material changes and commitments if any affecting the financial positionof the Company subsequent to the date of the Balance sheet and up to the date of thereport.

APPRECIATION:

Your Directors thank the various Central and State Government DepartmentsOrganizations and Agencies for the continued help and co-operation extended by them. TheDirectors also gratefully acknowledge all stakeholders of the Company viz. customersmembers dealers vendors banks and other business partners for the excellent supportreceived from them during the year. The Directors place on record their sincereappreciation to all employees of the Company for their unstinted commitment and continuedcontribution to the Company.

Sd/-
Sumudrasingh Rajusingh Rathod
(Managing Director)
DIN: 07948260

Place: Chandigarh

Date : 03.09.2019