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Glance Finance Ltd.

BSE: 531199 Sector: Financials
NSE: N.A. ISIN Code: INE580D01017
BSE 00:00 | 15 Oct Glance Finance Ltd
NSE 05:30 | 01 Jan Glance Finance Ltd
OPEN 35.00
PREVIOUS CLOSE 35.00
VOLUME 1
52-Week high 49.40
52-Week low 30.65
P/E 6.36
Mkt Cap.(Rs cr) 8
Buy Price 35.00
Buy Qty 9.00
Sell Price 35.00
Sell Qty 3951.00
OPEN 35.00
CLOSE 35.00
VOLUME 1
52-Week high 49.40
52-Week low 30.65
P/E 6.36
Mkt Cap.(Rs cr) 8
Buy Price 35.00
Buy Qty 9.00
Sell Price 35.00
Sell Qty 3951.00

Glance Finance Ltd. (GLANCEFINANCE) - Director Report

Company director report

Dear Shareholders

Your Directors are pleased to present their 25th Annual Report on the business andoperations of your Company along with the audited Financial Statements for the FinancialYear ended March 312019. The Statement of Accounts Auditors' Report Board's Report andattachment thereto have been prepared in accordance with the provisions contained inSection 134 of Companies Act 2013 and Rule 8 of the Companies (Accounts) Rules 2014

1. FINANCIAL RESULTS:

The Financial highlights for the year ended March 312019 are summarized below:

PARTICULARS 2018-2019 2017-2018
Revenue from Operation 432.09 1031.39
Other Income 0.38 0.05
Total Revenue 432.47 1031.44
Profit before Depreciation & Tax (PBDT) 53.64 69.35
Less: Depreciation 3.59 6.83
Profit before Taxation 50.05 62.52
Less: Current Tax 7.81 26.00
Less/(Add): Deferred Tax 0.42 (7.36)
Less/(Add): Mat Credit Entitlement (7.42) -
Less/(Add): Earlier years adjustments 0.01 11.29
Net Profit 49.23 32.59

2. OPERATIONS

During the year under review your Company has earned profit after tax of Rs. 49.23lakhs as against Rs. 32.59 lakhs during the previous year and profit after tax has beenincreased by 51.06% compared to previous financial year. The Company expects the situationto further improve in the year 2019-20. During the year under review there is no changein the nature of business.

3. SHARE CAPITAL

As at March 312019 the Authorized Share Capital of the Company is Rs.35000000divided into 3100000 equity shares of Rs.10/- each and 40000 Redeemable PreferenceShares of Rs. 100/- each.

The paid up Equity Share Capital as on 31st March 2019 was Rs. 30252000.

Buy-Back of Shares:

The Board of Directors of the Company at their meeting held on February 13 2019 passeda resolution to buyback equity shares of the Company and sought approval of shareholdersby a special resolution through Postal Ballot Notice. Through the Postal Ballot Noticedated February 13 2019 (including e-voting) the shareholders of the Company haveapproved by way of special resolution the results of which were announced on April 62019 the Buyback of up to 750000 fully paid-up equity shares of face value of Rs. 10/-each of the Company representing 24.95% of the outstanding equity shares of the Company ata maximum price of Rs. 50/- (Rupees Fifty only) per Equity Share (including a premium ofRs. 40/- per equity share) payable in cash for a maximum aggregate amount of up to Rs.37500000/- (Rupees Three Crore Seventy Five Lakh only) (excluding Company's TransactionCost) which is 24.48% of the total paid-up equity share capital and free reserves(including securities premium) as per the audited financials of the Company for thefinancial year ended March 312018 which is not exceeding 25% of the total paid-up equityshare capital and free reserves.

The Buy Back of 750000 fully paid-up equity shares of face value of Rs. 10/- each wascompleted on July 03 2019 and after buyback paid up Equity Share Capital of Company isRs. 22752000/-.

4. DIVIDEND

With a view to conserve funds for the operations of the company your Directors havenot recommended any dividend on the Equity Shares for the financial year under review.

5. TRANSFER TO RESERVES

The Board of Directors of your Company has transferred an amount of Rs. 984629/- tothe Reserve fund maintained under Section 45IC of the RBI Act 1934. Post transfer ofprofits to reserve fund your Board proposes to retain Rs. 3938518/- in the Profit andLoss Account.

6. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The Shareholders at their 24th Annual General Meeting ("24th AGM") held onSeptember 27 2018 approved the appointment of Mr. Narendra Karnavat (DIN: 00027130) as aNon-Executive Director of the Company.

The Shareholders at their 24th AGM held on September 27 2018 approved the appointmentof Mr. Bharat Kumar Khaitan (DIN: 00246487) as an Independent Director for a period offive years effective from March 23 2018.

Mr. Dewang Doshi was appointed as a Manager of the Company with effect from May 192018 pursuant to Section 196 and 197 of the Companies Act 2013 at the meeting of Board ofDirectors held on May 19 2018 and his appointment was approved by the shareholder in the24th AGM held on September 27 2018.

Mrs. Vandana Vasudeo (DIN: 00006899) was appointed as an Additional Non-ExecutiveDirector with effect from May 19 2018 and her appointment as Non-Executive Director wasapproved by the shareholder in the 24th AGM held on September 27 2018. Mrs. VandanaVasudeo (DIN: 00006899) re-designated as an independent director for a period of fiveyears with effect from November 05 2018 at the meeting of Board of Directors held onNovember 05 2018 subject to approval of shareholders at the ensuing Annual GeneralMeeting.

Mr. Chirag Bhuptani was appointed as Company Secretary and Compliance Officer of theCompany with effect from July 12 2018 pursuant to Section 203 of the Companies Act 2013and Regulation 6(1) of the Securities and Exchange Board of India (Listing Obligation andDisclosure Requirements) Regulation 2015.

Mrs. Ranjana Auti was appointed as Chief Financial Officer of the Company with effectfrom April 18 2019 pursuant to Section 203 of the Companies Act 2013.

The first term of five (5) years of Mr. Milind Gandhi (DIN: 01658439) as an IndependentDirector of the Company concluded on March 312019. Based on the recommendation of theNomination & Remuneration Committee the Board has approved and recommended thereappointment of Mr. Milind Gandhi as an Independent Director on the Board of the Companyfor second term of five (5) years effective April 012019.

During the year the non-executive directors of the Company had no pecuniaryrelationship or transactions with the Company other than sitting fees commission andreimbursement of expenses incurred by them for the purpose of attending meetings of theCompany.

7. RETIREMENT BY ROTATION

In accordance with the provisions of Section 152 of Companies Act 2013 read with Rulesmade thereunder and the Articles of Association of the Company Mr. Narendra Karnavat(DIN: 00027130) is retiring by rotation at the ensuing Annual General Meeting and beingeligible have offered himself for re-appointment.

8. DISCLOSURE UNDER SECTION 197(12) OF THE COMPANIES ACT 2013

The Company has not employed any individual whose remuneration falls within the purviewof the limits prescribed under the provisions of Section 197 of the Companies Act 2013read with Rule 5(2) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014.

The information required under Section 197 of the Act read with rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are inAnnexure ‘D'.

9. BOARD & COMMITTEE MEETINGS

a) Board Meeting and Attendance

During the financial year 2018-19 Five (5) Board Meetings were held on May 19 2018July 12 2018 August 14 2018 November 05 2018 and February 13 2019 and the gapbetween two Board Meetings did not exceed 120 days.

Details of attendance at the Board of each Director are as follows:

Name Category No of Meeting entitled to attend No. of Board Meetings attended during the year 2018-19 Whether attended last AGM held on September 27 2018
Mrs. Vandana Vasudeo Non - Executive Independent Director 4 2 No
Mr. Milind Gandhi Non - Executive Independent Director 5 5 Yes
Mr. Narendra Karnavat Promoter and Non - Executive Director 5 5 Yes
Mr. Bharat Kumar Khaitan Non - Executive Independent Director 5 4 No

b) Audit Committee Meeting and Attendance

During the Financial Year 2018-19 total Four (4) Audit Committee Meetings were held onMay 19 2018 August 14 2018 November 05 2018 and February 13 2019.

The Board has well-qualified Audit Committee with majority of Independent Directorsincluding Chairman. They possess sound knowledge on Accounts Audit Finance TaxationInternal Controls etc. The details of the Composition of the Audit Committee as on March312019 are as follows:

CHAIRMAN: Mr. Milind Gandhi

MEMBERS: Mr. Narendra Karnavat Mr. Bharat Kumar Khaitan and Mrs. Vandana Vasudeo

Mrs. Vandana Vasudeo Non-Executive Independent Director of Company was appointed asMember of the Audit Committee w.e.f. November 05 2018.

The attendance at the Meeting is as under:

Name of the Member No of Meeting entitled to attend No of Meeting attend
Mr. Milind Gandhi 4 4
Mr. Narendra Karnavat 4 4
Mr. Bharat Kumar Khaitan 4 4
Mrs. Vandana Vasudeo 1 0

The Company Secretary of the Company acts as Secretary of the Committee. '

During the year there are no instances where the Board had not accepted therecommendations of the Audit Committee.

c) Nomination & Remuneration Committee Meeting and Attendance

During the Financial Year 2018-19 five (5) Nomination & Remuneration CommitteeMeeting were held on May 19 2018 July 12 2018 August 14 2018 November 05 2018 andFebruary 13 2019.

The Company has duly constituted Nomination & Remuneration Committee to align withthe requirements prescribed under the provisions of the Companies Act 2013.

The details of the Composition of the Nomination & Remuneration Committee are as onMarch 312019 as follows:

CHAIRMAN: Mr. Milind Gandhi

MEMBERS: Mr. Narendra Karnavat Mr. Bharat Kumar Khaitan and Mrs. Vandana Vasudeo

Mrs. Vandana Vasudeo Non-Executive Independent Director of Company was appointed asMember of the Nomination & Remuneration Committee w.e.f. November 05 2018.

The attendance at the Meeting is as under:

Name of the Member No of Meeting entitled to attend No of Meeting attend
Mr. Milind Gandhi 5 5
Mr. Narendra Karnavat 5 5
Mr. Bharat Kumar Khaitan 5 4
Mrs. Vandana Vasudeo 1 0

The Company Secretary of the Company acts as Secretary of the Committee.

The Board has framed a policy for selection and appointment of Directors SeniorManagement and their Remuneration. The policy provides for determining qualificationspositive attributes and independence of a Director.

d) Stakeholders Relationship Committee:

During the Financial Year 2018-19 Four (4) Stakeholders Relationship Committee Meetingwere held on May 19 2018 August 14 2018 November 05 2018 and February 13 2019.

The Company has duly constituted Stakeholders Relationship Committee to align with therequirements prescribed under the provisions of the Companies Act 2013.

The details of the Composition of the Stakeholders Relationship Committee are as onMarch 312019 as follows:

CHAIRMAN: Mr. Milind Gandhi

MEMBERS: Mr. Narendra Karnavat Mr. Bharat Kumar Khaitan and Mrs. Vandana Vasudeo

Mrs. Vandana Vasudeo Non-Executive Independent Director of Company was appointed asMember of the Stakeholders Relationship Committee w.e.f. November 05 2018.

The attendance at the Meeting is as under:

Name of the Member No of Meeting entitled to attend No of Meeting attend
Mr. Milind Gandhi 4 4
Mr. Narendra Karnavat 4 4
Mr. Bharat Kumar Khaitan 4 4
Mrs. Vandana Vas udeo 1 0

The Company Secretary of the Company acts as Secretary of the Committee.

e) Buy-Back Committee

The Company has constituted Buy-Back Committee for the purpose of the Buyback.

During the Financial Year 2018-19 One (1) Buy-Back Committee Meeting was held onFebruary 13 2019.

MEMBERS: Mr. Narendra Karnavat Mr. Milind Gandhi and Mrs. Vandana Vasudeo

The attendance at the Meeting is as under:

Name of the Member No of Meeting entitled to attend No of Meeting attend
Mr. Milind Gandhi 1 1
Mr. Narendra Karnavat 1 1
Mrs. Vandana Vasudeo 1 0

f) Independent Directors Meeting:

During the Financial Year 2018-19 One (1) Independent Committee Meeting February 132019.

The attendance at the Meeting is as under:

Name of the Member No of Meeting entitled to attend No of Meeting attend
Mr. Milind Gandhi 1 1
Mr. Bharat Kumar Khaitan 1 1
Mrs. Vandana Vasudeo 1 0

10. BOARD EVALUATION

Pursuant to Section 178(2) of the Companies Act 2013 the Nomination and RemunerationCommittee has carried out evaluation of performance of every Director. The Board hascarried out an Annual performance evaluation of its own performance of the Directorsindividually as well as evaluation of the working of its various Committees. Theperformance evaluation of Independent Director was carried out by the entire Boardexcluding the Director being evaluated. The performance evaluation of the Chairman andNon-Independent Director was carried out by the Independent Director at their separateMeeting.

11. DECLARATION BY AN INDEPENDENT DIRECTOR(S)

The Company has received declaration from all the Independent Directors under Section149(7) of the Companies Act 2013 in respect of Meeting the criteria of Independenceprovided under Section 149(6) of the said Act.

12. POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION

The Company's policy on Directors Appointment and Remuneration including criteria fordetermining qualifications positive attributes independence of a Director and othermatters provided under sub-section (3) of Section 178 of the Companies Act 2013 isavailable on Company's website at the link www.glancefinance.com.

13. MANAGEMENT DISCUSSION AND ANALYSIS REPORT '

Management Discussion and Analysis Report for the year under review as stipulatedunder Regulation 34(2)(e) of SEBI Listing Obligations and Disclosure Requirements 2015 isannexed herewith as "Annexure C".

14. AUDITORS

i) STATUTORY AUDITORS:

M/s. Amar Bafna & Associates Chartered Accountants (Firm Registration No.114854W) were appointed as Auditors of the Company for a term of 5 (five) consecutiveyears i.e. up to 31st March 2022 at the AGM held on September 29 2017.

The Auditors have confirmed that they are not disqualified from continuing as Auditorsof the Company.

Auditors' Report:

The Auditors' report does not contain any qualifications reservations or adverseremarks. The Auditors have not reported any frauds.

ii) SECRETARIAL AUDITOR:

As per Section 204 of the Companies Act 2013 and the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 as amended the Company has appointedMr. Shivhari Jalan Practicing Company Secretaries Mumbai to conduct the SecretarialAudit of your Company for the financial year 2018-19.

Secretarial Audit Report:

As required by Section 204 of the Act 2013 the Secretarial Audit Report for the year2018-19 given by Mr. Shivhari Jalan practicing Company Secretary for auditing theSecretarial and related records is attached herewith as "Annexure A" to theBoard's Report.

Observation of Secretarial Auditor

The Secretarial auditor has given following observation:

The company has not appointed chief financial officer as required under section 203(1)of the Companies Act 2013. However company has appointed CFO w.e.f. 18.04.2019.

Directors' comments:

The Company has appointed Chief Financial Officer w.e.f 18.04.2019.

15. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

M/s. P. C. Deora & Co. Chartered Accountants Mumbai is re-appointed as theInternal Auditors of the company for the Financial Year 2018-19.

Based on the report of Internal Audit function corrective action are undertaken in therespective areas and thereby strengthen the controls. Significant audit observations andcorrective actions thereon are presented to the Audit Committee of the Board.

During the year under review no material or serious observation has been received fromthe Internal Auditors of the Company for inefficiency or inadequacy of such controls.

16. VIGIL MECHANISM

In line with the best Corporate Governance practices Company has put in place a systemthrough which the Directors and Employees may report concerns about unethical behavioractual or suspected fraud or violation of the Company's Code of Conduct & Ethicswithout fear of reprisal. The Employees and Directors may report to the Compliance Officerand have direct access to the Chairman of the Audit Committee. The Whistle Blower Policyis placed on the website of the Company.

17. RISK MANAGEMENT

The Company has laid down the procedures to inform to the Board about the riskassessment and minimization procedures and the Board has formulated Risk management policyto ensure that the Board its Audit Committee and its Executive Management shouldcollectively identify the risks impacting the Company's business and document theirprocess of risk identification risk minimization risk optimization as a part of a RiskManagement Policy/ strategy.

The common risks inter alia are: Regulations Credit Risk Foreign Exchange andInterest Risk Competition Business Risk Technology Obsolescence Investments Retentionof Talent and Expansion of Facilities etc. Business risk inter-alia further includesfinancial risk political risk legal risk etc. The Board reviews the risk trendexposure and potential impact analysis and prepares risk mitigation plans if necessary.Details of the Risk management Policy have been uploaded on the website of the Company.

18. EXTRACT OF ANNUAL RETURN

Pursuant to the provisions of Section 134 (3) (a) of the Companies Act 2013 Extractof the Annual Return for the financial year ended 31st March 2019 made under theprovisions of Section 92 (3) of the Act in Form MGT-9 is annexed herewith as"Annexure B".

19. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY

No material changes and commitments affecting the Financial Position of the Companyhave occurred between the end of the Financial year of the Company to which the FinancialStatement relate and the date of this Report.

20. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

The particulars of loans given and investments made as at 31.03.2019 have beendisclosed in the financial statements. There are no guarantees given by the Company as at31.03.2019.

21. RELATED PARTY TRANSACTIONS

There were no Transactions of sale purchase or supply of materials; sale disposalpurchase of property of any kind leasing of property of any kind availing or renderingof any services appointment as agent appointment to any office or place of profitunderwriting etc. with Related Parties within the meaning and scope of Section 188 ofCompanies Act 2013. Thus the information pursuant to Section 134(3)(h) of the Act readwith Rule 8(2) of the Companies (Accounts) Rules 2014 in Form AOC-2 is not applicable tothe Company.

22. CORPORATE GOVERNANCE

Regulations 17 to 27 and Clauses (b) to (i) of sub-regulation (2) of regulation 46 andpara C D and E of Schedule V of the SEBI (LODR) Regulations 2015 are not applicable tothe Company as the paid up Share Capital of the Company is less than 10 Crores and its NetWorth does not exceed 25 Crores as on 31st March 2019. Hence the Corporate GovernanceReport is not included in this Report.

23. GENERAL DISCLOSURES

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. The Company has not issued any shares with differential rights and hence noinformation as per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of theCompanies (Share Capital and Debenture) Rules 2014 is furnished.

2. The Company has not issued any sweat equity shares during the year under review andhence no information as per provisions of Section 54(1)(d) of the Act read with Rule 8(13)of the Companies (Share Capital and Debenture) Rules 2014 is furnished.

3. The Company has not issued any equity shares under Employees Stock Option Schemeduring the year under review and hence no information as per provisions of Section 62(1)

(b) of the Act read with Rule 12(9) of the Companies (Share Capital and Debenture)Rules 2014 is furnished.

4. During the year under review there were no instances of non-exercising of votingrights in respect of shares purchased directly by employees under a scheme pursuant toSection 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures)Rules 2014 is furnished.

5. No orders have been passed by any Regulator or Court or Tribunal which can have animpact on the going concern status and the Company's operations in future.

24. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMAN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013

The Company has in place a policy for prevention of Sexual Harassment at the Workplacein line with the requirements of Sexual Harassment of Women at the Workplace (PreventionProhibition and Redressal) Act 2013.

In terms of section 22 of the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 we report that during 2018-19 no case has beenreported under the said act.

25. (a) CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION

Your Company has directed its efforts to reduce energy costs by way of optimumutilization of electricity in its day to day activities. Your Company adopts moderntechnology in its day to day activities with a view of optimization of energy and othernatural resources.

(b) FOREIGN EXCHANGE EARNINGS AND OUTGO

There was no foreign exchange inflow or outflow during the year under review.

26. CORPORATE SOCIAL RESPONSIBILITY

The Provisions of Section 134(3)(o) and Section 135 of the Companies Act 2013 readwith Rule 8 of Companies (CSR Policy) Rules 2014 regarding Corporate SocialResponsibility do not apply to the company for the period under review.

27. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement of Section 134(5) of the Companies Act 2013 with respectto Directors' Responsibility Statement it is hereby confirmed that:-

(a) In the preparation of the Annual Accounts for the year ended 31st March 2019 theapplicable accounting standards have been followed along with proper explanation relatingto material departures if any;

(b) Such accounting policies as mentioned in the Notes to the Financial Statements havebeen selected and applied consistently and judgments and estimates that are reasonable andprudent so as to give a true and fair view of the state of affairs of the Company as at31st March 2019 and of the Profit of the Company for the year ended on that date;

(c) The Directors have taken proper and sufficient care for 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;

(d) The annual accounts for the year ended 31st March 2019 have been prepared on agoing concern basis;

(e) Directors has laid down internal financial controls to be followed by the Companyand such Internal Financial Controls are adequate and operating effectively;

(f) Proper systems to ensure compliance with the provisions of all applicable laws werein place and were adequate and operating effectively.

28. FAMILIARIZATION PROGRAMS OF INDEPENDENT DIRECTORS

Your Company has established well defined familiarization and induction program.Further at the time of the appointment of an Independent Director the Company issues aLetter of appointment outlining his / her role function duties and responsibilities.

29. SUBSIDIARIES/ ASSOCIATES/JOINT VENTURES

The Company has no subsidiary/Joint ventures/Associate Companies as per the provisionsof Companies Act 2013.

30. LISTING WITH STOCK EXCHANGES:

The Company confirms that it has paid the Annual Listing Fees for the year 2019-20 toBSE where the Company's Shares are listed.

31. PUBLIC DEPOSITS

The Company has not accepted or renewed any amount falling within the purview ofprovisions of Section 73 of the Companies Act 2013 read with the Companies (Acceptance ofDeposit) Rules 2014 during the year under review. Hence the requirement for furnishingof details of deposits which are not in compliance with the Chapter V of the Act is notapplicable.

32. STATEMENT ON COMPLIANCES OF SECRETARIAL STANDARDS:

The Board of Directors have complied with applicable Secretarial Standards as specifiedu/s. 118 of Companies Act 2013.

33. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

There were no orders passed by any Regulator or Court during the year.

34. ACKNOWLEDGEMENT

Your Directors acknowledge with gratitude the support received by the Company from theBanks Government Agencies/ organizations and employees of your Company.

Your Directors also acknowledge with thanks the faith reposed by the Investors in theCompany and look forward to their continued support for times to come

By order of the Board of Directors

For GLANCE FINANCE LIMITED

Narendra Karnavat

Chairman

(DIN:00027130)

Place: Mumbai.

Date: 19th August 2019