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Goldline International Finvest Ltd.

BSE: 538180 Sector: Financials
NSE: N.A. ISIN Code: INE204P01026
BSE 00:00 | 18 Jun Goldline International Finvest Ltd
NSE 05:30 | 01 Jan Goldline International Finvest Ltd
OPEN 6.26
PREVIOUS CLOSE 6.26
VOLUME 1
52-Week high 19.15
52-Week low 6.26
P/E
Mkt Cap.(Rs cr) 326
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 6.26
CLOSE 6.26
VOLUME 1
52-Week high 19.15
52-Week low 6.26
P/E
Mkt Cap.(Rs cr) 326
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Goldline International Finvest Ltd. (GOLDLINEINTL) - Director Report

Company director report

To

The Members

GOLD LINE INTERNATIONAL FINVEST LIMITED

Your Directors have pleasure in presenting before you the 25th Annual Reportof the Company together with the Audited Statements of Accounts for the year ended 31stMarch 2017.

FINANCIAL RESULTS

(Amt in Rs.)

S. No. Particulars 2016-17 2015-16
1. Total Income/Loss 41372396.00 37788916.56
2. Less: Total Expenses 40348847.81 33104615.94
3. Profit Before Tax 1023548.19 4684300.62
4. Current Tax 316276.00 1354529.00
5. Profit/Loss after Tax 707272.19 3329771.62

FINANCIAL PERFORMANCE

During the year under review the Company's income is Rs. 41372396.00/- as againstincome of Rs. 37788916.56/- in 2015-16. Profit after taxation for the financial yearended on 31st March 2017 decreased to Rs. 707272.19/- as against the profitof Rs. 3329771.62/- in the previous year.

RESERVE AND SURPLUS

Current year profit of Rs.707272.19/- is being transferred to the reserve and surplus.

DIVIDEND

To plough back the profits in to the business activities no dividend is recommendedfor the financial year 2016-17.

STATE OF COMPANY AFFAIRS:

The Company is complying with all the applicable laws and provisions and there is noadverse action against the business operations of the Company.

SUB-DIVISION OF SHARE CAPITAL

During the year under review 2016-17 The Board of Directors in its meeting held onAugust 25 2016 approved sub-division of each equity shares of the Company of face valueof Rs.10/- each to face value of Rs.1/- each and consequent alteration in Capital Clauseof Memorandum of Association of the Company as per the provisions of Section 61 of theCompanies Act 2013 approval of the shareholder has been accorded for sub-division ofshares and Consequent alteration in Capital clause of Memorandum of Association of theCompany in the last Annual General Meeting held on 28.09.2016.

"The Authorized Share Capital of the Company is Rs. 525100000 (Rupees Fifty TwoCrore Fifty one Lakh only) divided into 525100000 Equity Shares of Rs. 1/- (Rupee One)each."

CHANGE IN THE NATURE OF BUSINESS

During the year the Company has not changed its nature of business.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As required under Regulation 15 of SEBI (Listing Obligation and DisclosureRequirements) Regulations 2015 with the Management Discussion and Analysis Report ispresented in the separate section and forms an integral part of the Directors Report andattached as annexure I.

MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICHTHE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

There have been no material changes and commitments which can affect the financialposition of the Company occurred between the end of the financial year of the Company anddate of this report.

DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THEFINANCIAL STATEMENTS

The Company maintains appropriate systems of internal control including monitoringprocedures to ensure that all assets are safeguarded against loss from unauthorized useor disposition. Company policies guidelines and procedures provide for adequate checksand balances and are meant to ensure that all transactions are authorized recorded andreported correctly.

RISK MANAGEMENT POLICY

Therefore in accordance with the provisions of the Companies Act 2013 the Boardmembers were informed about risk assessment and minimization procedures after which theBoard formally adopted steps for framing implementing and monitoring the risk managementplan for the company.

The main objective of this policy is to ensure sustainable business growth withstability and to promote a pro-active approach in reporting evaluating and resolvingrisks associated with the business. In order to achieve the key objective the policyestablishes a structured and disciplined approach to Risk Management in order to guidedecisions on risk related issues.

In today's challenging and competitive environment strategies for mitigating inherentrisks in accomplishing the growth plans of the Company are imperative. The common risksinter alia are: Regulations competition Business risk Technology obsolescenceInvestments retention of talent and expansion of facilities. Business risk inter-aliafurther includes financial risk political risk fidelity risk legal risk. As a matter ofpolicy these risks are assessed and steps as appropriate are taken to mitigate the same.

DEPOSITS

The Company has not accepted deposit from the public falling within the ambit ofSection 73 of the Companies Act 2013 and The Companies (Acceptance of Deposits) Rules2014. No amount of principal or interest was outstanding as on the date of Balance Sheet.

NAME OF THE COMPANIES WHICH HAVE BEEN BECOME OR CEASED TO BE ITS SUBSIDIARIES ANDASSOCIATE COMPANIES DURING THE YEAR

Since the Company has no subsidiaries as on 31st March 2017 provision of section 129of the Companies Act 2013 is not applicable.

PARTICULARS OF EMPLOYEES AND OTHER DISCLOSURE

The prescribed particulars of Employees required under Section 197(12) of the CompaniesAct 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 is given herein below:

The information required pursuant to Section 197(12) read with Rule 5(2) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect ofEmployees of the Company will be provided on request. In terms of Section 136 of the Actthe reports and accounts are being sent to the members and others entitled theretoexcluding the information on employees particulars mentioned in rule 5(2) of the said rulewhich is available for inspection by the Members at the Registered Office of the Companyduring the business hours on working days of the Company upto the date of ensuing AnnualGeneral Meeting. If any Member is interest in inspecting the same such Member may writeto the Compliance officer in advance.

DETAILS PERTAINING TO REMUNERATION AS REQUIRED UNDER SECTION 197(12) OF THE COMPANIESACT 2013 READ WITH RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIALPERSONNEL) RULES 2014

Sr. No. Name of Director/KMP and Designation

Remuneration of Director/ KMP for FY 2016-17 (Rs. In Lakhs)

% increase in Remuneration in FY 2016-17**

Ratio of Remuneration of Director to Median Remuneration of employees

Ratio of Remuneration of Director to Median Remuneration of Employees

1. N.A

N.A

N.A.

N.A.

N.A.

2. Ms. Neelam Periwal CS

20000

NA

N.A.

N.A.

The number of permanent employees as on 31st March 2017 was 5.

Average of remuneration of employees excluding KMPs Nil

No employee's remuneration for the year 2016-17 exceeded the remuneration of any of theDirectors.

Company's performance has been provided in the Directors' Report which forms part ofthe Board Report.

The remuneration of Directors KMPs and other employees is in accordance with theRemuneration Policy of the Company.

STATEMENT CONTAINING THE PARTICULARS OF EMPLOYEES IN ACCORDANCE WITH SECTION 197 OF THECOMPANIES ACT 2013 READ WITH RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OFMANAGERIAL PERSONNEL) RULES 2014 AND FORMING PART OF DIRECTORS' REPORT FOR THE FINANCIALYEAR ENDED MARCH 31 2017 NOT APPLICABLE

STATUTORY AUDITORS

In Terms of the provisions of Section 139 of the Companies Act 2013 the appointmentof M/s. Nishant Alok & Co. Chartered Accountants (FRN 029014N) as the StatutoryAuditors of the Company is placed for ratification to hold office form the conclusion ofthis Annual General Meeting until the conclusion of the 30th Annual GeneralMeeting. The said re-appointment is subject to ratification by the members at every AnnualGeneral Meeting.

The Board has recommended ratification of appointment of M/s. Nishant Alok & Co.Chartered Accountants (FRN 029014N) by the shareholders in the forthcoming Annual GeneralMeeting as required under Section 139 of the Companies Act 2013 to the effect that theirre-appointment if made will be within the limits as prescribed under the provisionsthereof. Your Directors recommend their re-appointment as the Statutory Auditors of theCompany.

AUDITORS' REPORT

The Board has duly examined the Statutory Auditor Report to the Accounts which isself-explanatory. Clarifications wherever necessary have been included in the Notes toaccounts section of the financial statements of this Annual Report. The Report does notcontain any qualification or adverse remark

CHANGE OF REGISTERED OFFICE

During the period there is no change in the registered office of the company.

CORPORATE GOVERNANCE REPORT

In terms of the provisions of Regulation 15 of SEBI (Listing obligation and DisclosureRequirement) Regulations 2015 and Listing Agreement of the company with Stock exchangethe Report on Corporate Governance is attached to the report as an Annexure II.

Certificate from the Statutory Auditors of the company M/s. Nishant Alok & Co.Chartered Accountants confirming the compliance with the conditions of CorporateGovernance as stipulated under Regulation 15 of SEBI (Listing obligation and DisclosureRequirement) Regulations 2015 is attached to this report.

EXTRACT OF THE ANNUAL RETURN

The extract of the annual return in form no. MGT 9 has been annexed to the Report asAnnexure-III.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars as required under the provisions of Section 314(3)(m) of the CompaniesAct 2013 read with Rule 8(3) of The Companies (Accounts) Rules 2014 in respect ofConservation of Energy and Technology Absorption have not been furnished considering thenature of activities undertaken by the Company during the year under review.

There was no foreign exchange earning & outgo during the financial year underreview.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

During the year under review the Company is not required to comply with the provisionsrelated to Corporate Social Responsibility on the basis of its financial statement.

DIRECTORS & COMMITTEES:

a) Changes in Directors and Key Managerial Personnel

During the year under review Mr. Arun Kumar Das has been appointed as AdditionalDirector (Non executive Non Independent Director) of the company with effect from February28 2017 and proposed to be designated to Director in this Annual General Meeting toaccord the approval of the shareholders and Mr. Uma Shankar one of the Director of thecompany has resigned from the post with effect from February 28 2017

Later on Ms. Mamta has been appointed as the Additional Director with effect from March14 2017 and her appointment as Independent Director is proposed in this Annual GeneralMeeting to accord the approval of the shareholders.

Ms. Neelam Periwal Compliance Officer and Company secretary of the Company hasresigned with effect from 31.05.2016.

b) Declaration by an Independent Director(s) and re- appointment if any

All Independent Directors have given declaration that they meet the criteria ofindependence as laid down under Section 149(6) of the Companies Act and ListingAgreement.

c) Formal Annual Evaluation of Board

Pursuant to the provisions of companies Act 2013 the Board has carried out annualperformance evaluation of its own performance the directors individually as well theevaluation of the working of its Audit Nomination & Remuneration and Stakeholdercommittee. The manner in which the evaluation has been carried out has been explained inCorporate Governance Report.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

a. BOARD MEETINGS

During the year Nine 9 Board Meetings were convened and held. The details of which aregiven below. The intervening gap between the Meetings was within the period prescribedunder the Companies Act 2013.

S. No. Date of meeting Total No. of Directors on the Date of Meeting No. of Directors attended
1. 27.05.2016 4 4
2. 31.05.2016 4 4
3. 12.08.2016 4 4
4. 25.08.2016 4 4
5. 02.09.2016 4 4
6. 12.11.2016 4 4
7. 13.02.2017 4 4
8. 28.02.2017 4 4
9. 14.03.2017 5 5

COMPOSITION AND MEETINGS OF AUDIT COMMITTEE

The Composition and terms of reference of the Committee satisfy the requirementsSection 177 of the Companies Act 2013. Audit Committee met during the financial year2016-17 on 27.05.2016 12.08.2016 12.11.2016 and 13.02.2017 and following is thecomposition:

Name of Member Designation Category
Mr. Ashish Kumar Chairperson Non Executive and Independent Director
Mr. Archana Devi Member Non Executive and Non Independent Director
*Mr. Uma Shanker Member Non Executive and Independent Director
**Ms. Mamta Member Non Executive and Independent Director

*Mr. Uma Shankar one of the Directors of the company has resigned from the post witheffect from February 28 2017

**Ms. Mamta has been appointed as the Additional Director with effect from March 142017 and her appointment as Independent Director is proposed in this Annual GeneralMeeting to accord the approval of the shareholders.

COMPOSITION AND MEETINGS OF STAKEHOLDERS RELATIONSHIP COMMITTEE

The Composition and terms of reference of the Committee satisfy the requirementsSection 178 of the Companies Act 2013. Stakeholder Relationship Committee met during thefinancial year 2016-17 on 27.05.2016 14.07.2016 12.08.2016 12.11.2016 and 13.02.2017and following is the composition:

Name of Member Designation Category
Mr. Ashish Kumar Chairperson Non Executive and Independent Director
Mr. Archana Devi Member Non Executive and Non Independent Director
*Mr. Uma Shanker Member Non Executive and Independent Director
**Ms. Mamta Member Non Executive and Independent Director

*Mr. Uma Shankar one of the Directors of the company has resigned from the post witheffect from February 28 2017

**Ms. Mamta has been appointed as the Additional Director with effect from March 142017 and her appointment as Independent Director is proposed in this Annual GeneralMeeting to accord the approval of the shareholders.

NOMINATION & REMUNERATION COMMITTEE

The Company has duly constituted Nomination and Remuneration Committee to align withthe requirements of Section 178 prescribed under the provisions of the Companies Act2013.

During the financial year 2016-17 the details of the meeting of the Nomination andRemuneration Committee were held 20.05.2016 12.08.2016 12.11.2016 and 13.02.2017 aregiven below

Name of Member Designation Category
Mr. Ashish Kumar Chairperson Non Executive and Independent Director
Mr. Archana Devi Member Non Executive and Non Independent Director
*Mr. Uma Shanker Member Non Executive and Independent Director
**Ms. Mamta Member Non Executive and Independent Director

*Mr. Uma Shankar one of the Directors of the company has resigned from the post witheffect from February 28 2017

**Ms. Mamta has been appointed as the Additional Director with effect from March 142017 and her appointment as Independent Director is proposed in this Annual GeneralMeeting to accord the approval of the shareholders.

DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES

During the year as per Section 177(9) read with Rule 7(1) of The Companies (Meeting ofBoard and its Powers) Rules 2014 Company is required to establish a Vigil Mechanism forits Directors and employees. In order to ensure that the activities of the Company and itsemployees are conducted in a fair and transparent manner by adoption of highest standardsof professionalism honesty integrity and ethical behavior the company has adopted avigil mechanism policy. This policy is explained in corporate governance report and alsoposted on the website of company

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186

During the year Company has not provided Loans Guarantees and Investments coveredunder the provisions of Section 186 of the Companies Act 2013.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The Company has no material significant transactions with its related parties which mayhave a potential conflict with the interest of the Company at large. The details oftransactions with the Company and related parties are given for information under notes toAccounts.

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

In order to prevent sexual harassment of women at workplace; the provisions of SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013 areeffective in the Company. Under the said Act every company is required to set up anInternal Complaints Committee to look into complaints relating to sexual harassment atworkplace of any women employee. There was no complaint on sexual harassment during theyear under review.

MANAGERIAL REMUNERATION POLICY

Provisions relating to Managerial Remuneration as per Section 197 read with Rule 5 ofThe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 The Boardhave on the recommendation of the Nomination & Remuneration Committee framed a Policyfor Selection and appointment of Directors Senior management and their Remuneration. TheRemuneration Policy is stated in the Corporate Governance Report.

SECRETARIAL AUDIT REPORT

Provisions relating to Secretarial Audit as per Section 204 read with Rule 9 of TheCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 the Companyhas appointed Mr. Sanjay Jha Proprietor of Snjay Kumar Jha & Associates CompanySecretaries to undertake the Secretarial audit of the Company. The Secretarial AuditorReport provided By the Secretarial Auditor in Form No.MR-3 has been enclosed as AnnexureII.

With reference to the qualifications we wish to explain that Ms. Neelam PeriwalCompliance Officer and Company secretary of the Company has resigned with effect from31.05.2016 and the company is looking for the suitable candidate for the post of CompanySecretary and Chief Financial Officer. As far as concerned with late intimations and latefiling that will be taken care in the future. Due to some inadvertent mistake Place of AGMfor the financial year ended on 31ST March 2016 wrongly mentioned in MGT-15.The Company will take care all these mistakes in future.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE

No significant and material orders have been passed by the regulators or courts ortribunals impacting the going concern status and company's operations in future.

AUDIT OBSERVATIONS

Auditors' observations are suitably explained in notes to the Accounts and areself-explanatory.

HUMAN RESOURCES

There are no employees as on date on the rolls of the Company who are in receipt ofRemuneration which requires disclosures under Section 134 of the Companies Act 2013 andCompanies (Particulars of Employees) Rules 1975.

During the year under review relationship with the employees is cordial.

DIRECTORS' RESPONSIBILITY STATEMENT

The Directors' Responsibility Statement referred to in clause (c) of sub-section(3) of Section 134 of the Companies Act 2013 shall state that -

(a) In the preparation of the annual accounts the applicable accountingstandards had been followed along with proper explanation relating to material departures;

(b) the directors had selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the company at the end of thefinancial year and of the profit and loss of the company for that period;

(c) The directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the company and for preventing and detecting fraud and other irregularities;

(d) The directors had prepared the annual accounts on a going concern basis; and

(e) The directors in the case of a listed company had laid down internalfinancial controls to be followed by the company and that such internal financial controlsare adequate and were operating effectively. NOT APPLICABLE

(f) The directors had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.

ACKNOWLEDGEMENT

Directors take this opportunity to express their thanks to various departments of theCentral and State Government Bankers Material Suppliers Customers and Shareholders fortheir continued support and guidance.

The Directors wish to place on record their appreciation for the dedicated efforts putin by the employees of the Company at all levels.

By Order of the Board of Directors
GOLD LINE INTERNATIONAL FINVEST LIMITED
Sd/- Sd/-
Place: New Delhi Archana Devi Ashish Kumar
Date: 01/09/2017 Director Director
DIN: 07291299 DIN: 07100211