Global Infratech & Finance Ltd.
|BSE: 531463||Sector: Financials|
|NSE: N.A.||ISIN Code: INE377M01035|
|BSE 00:00 | 29 Oct||Global Infratech & Finance Ltd|
|NSE 05:30 | 01 Jan||Global Infratech & Finance Ltd|
|BSE: 531463||Sector: Financials|
|NSE: N.A.||ISIN Code: INE377M01035|
|BSE 00:00 | 29 Oct||Global Infratech & Finance Ltd|
|NSE 05:30 | 01 Jan||Global Infratech & Finance Ltd|
We are pleased to present the report on our business and operations for the year ended31st March 2019.
1. Results of our Operations:
The Company's financial performance for the year ended 31st March 2019 issummarized below;
a. Review of operations and affairs of the Company:
During the year under review the Company incurred a Loss before Interest Depreciation& Tax of Rs. 7.05 Lacs as compared to Loss of previous year Rs. 147.23 Lacs. The netloss for the year under review has been Rs. 0.03 Lacs as compared to the previous year netloss Rs.156.99 Lacs. The Company is into the Business of providing financial assistanceas a part of treasury operation to Corporate Houses and HNIs as well as investing itssurplus funds in Equity Market.
Your company is constantly making endeavors to in tapping the new opportunities.
Your Directors do not recommend any dividend for the year under review and has decidedto retain the surplus with the Company for furthering the growth of the Company.
c. Transfer to Reserves:
Net Loss of Rs. 0.03 Lacs for the FY 2018-2019 No amount could be transferred toStatutory Reserve A/c in compliance with the Section 45 IC (i) of the Reserve Bank Act1934.
During the year under review your company has not accepted any deposits from thepublic within the meaning of section 76 of the Companies Act 2013 and the rules made thereunder. There are no public deposits which are pending for repayment.
e. Particulars of loans guarantees or investments:
As provisions of section 186 of the Companies Act 2013 is not applicable to NBFCCompany the disclosure under Section 186 of the Companies Act 2013 has not been made.
f. Particulars of contracts or arrangements made with related parties:
The company has not entered into any contracts or arrangements with related partiesreferred to in section 188(1) of the Companies Act 2013 during the financial year underreview. The Policy on Related Party Transaction is available on our websitewww.globalinfrafin.com.
g. Variation in Market Capitalization:
h. Management's Discussion and Analysis:
Management's Discussion and Analysis Report for the year under review as stipulatedunder SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 isappended as Annexure I to this report.
i. Director's Responsibility Statement:
Pursuant to Section 134(3) (c) and Section 134(5) of the Companies Act 2013 the Boardof Directors to the best of their knowledge and ability confirm that:
(i) in the preparation of the annual accounts the applicable accounting standards havebeen followed and there are no material departures;
(ii) 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;
(iii) the directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013(erstwhile Companies Act 1956) for safeguarding the assets of the Company and forpreventing and detecting fraud and other irregularities;
(iv) the directors have prepared the annual accounts on a going concern basis;
(v) the directors have laid down internal financial controls to be followed by theCompany and such internal financial controls are adequate and operating effectively;
(vi) The directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
j. Recommendations of the Audit Committee:
During the year under review all the recommendations made by the Audit Committee wereaccepted by the Board.
2. Human Resource Management:
To ensure good human resources management at Global Infratech & Finance Limited wefocus on all aspects of the employee lifecycle. This provides a holistic experience forthe employee as well. During their tenure at the Company employees are motivated throughvarious skill-development engagement and volunteering programs. All the while we createeffective dialogs through our communication channels to ensure that the feedback reach therelevant teams including the leadership.
a. Particulars of employees:
The table containing the names and other particulars of employees in accordance withthe provisions of Section 197(12) of the Companies Act 2013 read with Rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is appendedas Annexure II to this report. The Details of the Top 10 employees as on 31stMarch 2018 as prescribed in the Rule 5(2) of the Companies (Appointment and Remunerationof Managerial Personnel) Rules 2014 are as follow;
Particulars of Employees as on 31 March 2019
Note: As on 31st March 2019 the company has only 2 employees on thepermanent roles of the Company
Further the Company currently do not provide any Employee Stock Option Scheme /Employee Stock Purchase Scheme to its employees.
b. Key Managerial Personnel: i. Managing Director or Chief Executive Officer or Managerand in their absence a
There was no change in Key Managerial Personnel during the year.
ii. Company Secretary:
During the year under review the Board did not find a suitable candidate forthe position of Company Secretary. The Board is in the Process of identifying a suitablecandidate for the position of Company Secretary.
iii. Chief Financial Officer:
There was no change in Chief financial officer during the financial year.
3. Corporate Governance:
Corporate governance is an ethically driven business process that is committed tovalues aimed at enhancing an organization's brand and reputation. This is ensured bytaking ethical business decisions and conducting business with a firm commitment tovalues while meeting stakeholders' expectations. At Global Infratech & FinanceLimited it is imperative that our company affairs are managed in a fair and transparentmanner. This is vital to gain and retain the trust of our stakeholders. The Company iscommitted to maintain the highest standards of corporate governance and adhere to thecorporate governance requirements set out by SEBI. The Company has also implementedseveral best corporate governance practices as prevalent globally.
The Report on corporate governance as stipulated under SEBI (Listing Obligations &Disclosure Requirements) Regulations 2015 is appended as Annexure III to thisreport.
a. Auditors' certificate on corporate governance:
As required under SEBI (Listing Obligations & Disclosure Requirements) Regulations2015 the Auditors' certificate on corporate governance is appended as Annexure IV tothis report.
b. Compliance Department:
Mr. Pradeep Bissa (DIN: 07361524) became the Compliance Officer of the Company forcomplying with the requirements of SEBI (Prohibition of Insider Trading) Regulation 1992and the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.
The Compliance Department of the Company is responsible for independently ensuring thatthe operating and business units comply with regulatory and internal guidelines. Newinstructions/guidelines issued by the regulatory authorities were disseminated across thecompany to ensure that the business and business units operate within the boundaries setby the regulators and that compliance risks are suitably monitored and mitigated in courseof their activities & processes.
c. Information on the Board of Directors of the Company:
There were no changes in the Composition of Board of Directors during the Financialyear under review; The Composition of Board of Directors are as follows:
In compliance with the Companies Act 2013 the following directors are proposed to beappointed as Director/Independent Directors/Executive Director of the Company by theapproval of the Share Holders of the Company;
d. Board Diversity:
The Company recognizes and embraces the importance of a diverse board in its success.We believe that a truly diverse board will leverage differences in thought perspectiveknowledge skill regional and industry experience cultural and geographical backgroundage ethnicity race and gender which will help us retain our competitive advantage. TheBoard has adopted the Board Diversity Policy which sets out the approach to diversity ofthe Board of Directors. The Board Diversity Policy is available on our websitewww.globalinfrafin.com.
e. Details with regards to meeting of Board of Directors of the Company:
During the FY 2018-2019 4 (Four) meetings of the Board of Directors of the Companywere held. For further details with regards to the meeting of Board of Directors pleaserefer to the Corporate Governance Report which forms part of this Report.
f. Policy on directors' appointment and remuneration:
The current policy is to have an appropriate mix of Executive Non-executive andIndependent Directors to maintain the independence of the Board and separate itsfunctions of governance and management. As on 31st March 2019 the Boardconsist of 4 Members (one) Executive Director (one) Non-Executive & Non-IndependentDirector and the (two) Independent Directors. The Board periodically evaluates the needfor change in its composition and size.
The Policy of the Company on Director's appointment and remuneration includingcriteria for determining qualifications positive attributes independence of director andother matters provided under Section 178(3) of the Companies Act 2013 adopted by theBoard is appended as Annexure V to this report. We affirm that the remunerationpaid to the director is as per the terms laid out in the said policy.
g. Declaration by Independent Directors:
The Company has received necessary declarations from each Independent Director underSection 149(7) of the Companies Act 2013 that he/she meets the criteria of independencelaid down in Section 149(6) of the Companies Act 2013 and Regulation 16(b) of SEBI(Listing Obligations & Disclosure Requirements) Regulations 2015.
h. Training of Independent Directors:
Every new Independent Director at the time of appointment is issued a detailedAppointment Letter incorporating the role duties and responsibilities remuneration andperformance evaluation process Code of Conduct and obligations on disclosures.
Further every new Independent Director is provided with copy of latest Annual Reportthe Code of Conduct the Code of Conduct for Internal Procedures and to Regulate Monitorand
Report Trading by Insiders ("Code of Conduct - PIT") and the Code ofPractices & Procedures for Fair Disclosure of Unpublished Price Sensitive Information(the "Fair Practice Code") Tentative Schedule of upcoming Board and Committeemeetings.
The Company through its Executive Directors / Key Managerial Personnel conduct programs/presentations periodically to familiarize the Independent Directors with the strategyoperations and functions of the Company.
Thus such programs / presentations provides an opportunity to the Independent Directorsto interact with the senior leadership team of the Company and help them to understand theCompany's strategy business model operations services and product offerings marketsorganization structure finance human resources technology quality facilities and riskmanagement and such other areas as may arise from time to time. The Policy on theFamiliarization Programme for Independent Directors is available on our websitewww.globalinfrafin.com.
i. Board's Committees:
Currently the Board has three committees: The Audit Committee the Nomination andRemuneration Committee and the Stakeholders Relationship Committee. All Committees areappropriately constituted.
A detailed note on the Board and its Committees including the details on the dates ofMeetings is provided under the Corporate Governance Report of this Annual Report. Thecomposition of the committees and compliances as per the applicable provisions of the Actand Rules are as follows:
j. Board Evaluation:
The Board of Directors has carried out an annual evaluation of its "ownperformance" "Board Committees" and "Individual Directors"pursuant to the section 134(3) of the Companies Act 2013 and SEBI (Listing Obligations& Disclosure Requirements) Regulation 2015.
The performance of the Board was evaluated by the Board after seeking inputs from allthe directors on the basis of the criteria such as the Board composition and structureeffectiveness of board processes information and functioning etc.
The performance of the Committees was evaluated by the Board after seeking inputs fromthe committee members on the basis of the criteria such as the composition of committeeseffectiveness of committee meetings etc.
The Board and the Nomination and Remuneration Committee ("NRC") reviewed theperformance of the individual directors on the basis of the criteria such as thecontribution of the individual director to the Board and committee meetings likepreparedness on the issues to be discussed meaningful and constructive contribution andinputs in meetings etc.
In a separate meeting of Independent Directors performance of Non-IndependentDirectors performance of the Board as a whole was evaluated The same was discussed inthe Board Meeting that followed the meeting of the Independent Directors at which thereport as submitted by the Independent Directors was taken on record and discussed.
The Equity Shares of the Company are listed on BSE Limited having its office at P. J.Towers Dalal Street Fort Mumbai 400001. Your Company paid the Listing Fees to the BSELimited for FY 2017-18 as well as for 2018-19 in terms of Erstwhile Listing Agreement andUniform Listing Agreement entered with the said Stock Exchange(s).
a. Statutory Auditor:
At the Annual General Meeting held on 18th September 2017 M/s. S K Doshi &Associates Chartered Accountants (Firm Registration No. 102749W) were appointed asStatutory Auditors of the Company from the conclusion of the 22 Annual General Meeting ofthe Company held on 18th September 2017 till the conclusion of the 27 AnnualGeneral Meeting to be held in the year 2022. In terms of the first proviso to Section 139of the Companies Act 2013 the appointment of the auditors shall be placed forratification at every Annual General Meeting. Accordingly the appointment of M/s. S KDoshi & Associates Chartered Accountants as Statutory Auditors of the Company isplaced for ratification by the shareholders. In this regard the Company has received acertificate from the Auditors to the effect that if they are reappointed it would be inaccordance with the provisions of Section 141 of the Companies Act 2013.
b. Secretarial Auditors:
According to the provisions of Section 204 of the Companies Act 2013 read with Rule 9of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 theSecretarial Audit Report submitted by Secretarial Auditor PCS Harsh Gor (COP No. 14269).
The Secretarial Audit Report for the FY 2018-2019 is appended as Annexure VI tothis report.
c. Comments of the Board on the qualification/reservation/adverse remarks/disclosuremade:
(i) by the Statutory Auditors in the Audit Report:
The Auditors' report do not contain any qualifications reservations or adverse remarks
(ii) by the Secretarial Auditors in the Secretarial Audit Report:
a) The Company has not appointed a Company Secretary and/or Compliance Officer in termsof Section 203 (1)(ii) of the Companies Act 2013 and Regulation 6 of Securities andExchange Board of India (Listing Obligations and Disclosure Requirements) Regulation2015.
The Board with respect to the above-mentioned qualification herewith submits that theBoard is in the Process of identifying a suitable candidate for the position of CompanySecretary.
b) The Company has appointed a Chief Financial Officer in terms of Section 203 (1)(iii)of the Companies Act 2013.
Mr. Chandrashekhar G Purohit as Chief Financial Officer of the Company w.e.f.1stAugust 2017
c) The Company has not appointed an Auditor/Firm of Auditors who has/have subjectedhimself/themselves to peer review process and holds a valid certificate issued by PeerReview Board of Institute of Chartered Accountants of India as stipulated under Regulation33 (1)(d) SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.
The Board with respect to the above mentioned qualification herewith submits that theBoard is in the Process of identifying a suitable Auditor/Firm of Auditors who has/havesubjected himself/themselves to peer review process and holds a valid certificate issuedby Peer Review Board of Institute of Chartered Accountants of India; However the Board ofDirectors are of the view that M/s. S K Doshi & Associates Chartered Accountants theStatutory Auditors of the Company are competent to handle the Statutory Audit of theCompany.
d. Internal Financial Control:
The Board has adopted the policies and procedures for ensuring the orderly andefficient conduct of its business including 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 disclosures.
e. Risk Management:
The Company has a robust Risk Management framework to identify evaluate business risksand opportunities. This framework seeks to create transparency minimize adverse impact onthe business objectives and enhance the Company's competitive advantage. The business riskframework defines the risk management approach across the enterprise at various levelsincluding documentation and reporting. The framework has different risk models which helpin identifying risks trend exposure and potential impact analysis at a Company level asalso separately for business segments. The Company has identified various risks and alsohas mitigation plans for each risk identified. The Risk Management Policy of the Companyis available on our website www.globalinfrafin.com.
f. Vigil Mechanism:
The Company has established a mechanism for Director's and Employee's to report theirconcerns relating to frauds malpractices or any other activities or events which areagainst the interest of the Company. The same has been disclosed in the CorporateGovernance Report under the heading Whistle Blower Policy which forms part of theDirectors' Report. The
Whistle Blower Policy is available on our website www.globalinfrafin.com.
g. Statement on Material Subsidiary:
The Company currently do not have any Material Subsidiary. The Policy on Identificationof Material Subsidiaries available on our website www.globalinfrafin.com.
5. Corporate Social Responsibility:
The Company has not developed and implemented any Corporate Social Responsibilityinitiatives as the provisions of Section 135 of the Companies Act 2013 is not applicableto the company.
6. Particulars on conservation of energy research and development technologyabsorption and foreign exchange earnings and outgo:
(i) Energy Conservation:
Conservation of energy continues to receive increased emphasis and steps are beingtaken to reduce the consumption of energy at all levels. The Company has taken steps toconserve energy in its office use consequent to which energy consumption had beenminimized. No additional Proposals/ Investments were made to conserve energy. Since theCompany has not carried on industrial activities disclosure regarding impact of measureson cost of production of goods total energy consumption etc are not applicable.
(ii) Foreign Exchange Earnings and Outgo:
(iii) Research and Development & Technology Absorption:
The Company has not adopted any technology for its business and hence no reporting isrequired to be furnished under this heading. The Company will adopt necessary technologyas and when required in the furtherance of the business.
a. Extract of Annual Return:
In accordance with Section 134(3) (a) and Section 92(3) of the Companies Act 2013 anextract of the annual return in the prescribed format is appended as Annexure VII tothis Report.
b. Significant and Material Orders:
There has been no instance of non-compliance by the Company on any matter related toCapital Markets.
c. Disclosure under the Sexual Harassment of Women at workplace (PreventionProhibition and Redressal) Act 2013:
The Company has in place an Anti-Sexual Harassment Policy in line with the requirementof the Sexual Harassment of Women at workplace (Prevention Prohibition and Redressal) Act2013. All the employees (permanent contractual temporary trainees) are covered underthis policy.
During the year under review no complaints were received falling under the category ofSexual Harassment of Women.
d. Fraud Reporting:
No Fraud has been reported by the Auditors of the Company under Section 143(12) of theCompanies Act 2013.
e. Other Disclosures:
Your Directors state that no disclosure or reporting is required in respect to thefollowing items as there were no transactions on these items during the year under review:(i) Issue of equity shares with differential rights as to dividend voting or otherwise.(ii) Issue of shares (including sweat equity shares) to employees of the company under anyscheme. (iii) Redemption of Preference Shares and/or Debentures.
Your Directors wish to place on record their appreciation for the contribution made bythe employees at all levels but for whose hard work and support your company'sachievements would not have been possible. Your Directors also wish to thank itscustomers dealers agents suppliers investors and bankers for their continued supportand faith reposed in the company.
By Order of the Board of Directors
For GLOBAL INFRATECH & FINANCE LIMITED