Your Directors hereby present the Thirtieth Ninth Annual Report together withAudited Financial Statements for the year ended 31st March 2021.
FINANCIAL SUMMARY OR HIGHLIGHTS/PERFORMANCE OF THE COMPANY:
The financial highlights for the current year in comparison to the previous year are asunder:
(Rupees In Lakhs)
|PARTICULARS ||Current Year ||Previous year |
| ||(2020-21) ||(2019-20) |
|Total Income ||90.32 ||95.23 |
|Total Expenditure ||49.18 ||45.66 |
|Profit before tax ||41.14 ||49.57 |
|Provision for taxation (Current previous Years and Deferred Tax) ||10.62 ||11.48 |
|Profit after taxation ||30.52 ||38.09 |
|Add: Balance brought forward from previous year ||169.36 ||139.34 |
|Profit available for appropriation ||199.88 ||177.43 |
|Appropriations: || || |
|Taxes of earlier years: ||6.10 ||8.08 |
|Transfer to statutory reserve ||1.36 || |
|Balance in Surplus ||192.42 ||169.35 |
FINANCIAL PERFORMANCE :
During the year under review the interest income from loans granted was Rs. 90.32Lacsas against Rs. 95.23 Lacs for the previous year. The operations of the Company haveresulted in Profit after Tax of Rs. 30.52 Lacs as against Rs. 38.09 Lacs in the previousyear.
TRANSFERS TO RESERVES:
Company did not transfer any amount to reserves However as per the RBI Act 1934Company had transferred a sum of Rs. 6.10 lakhs i.e. 20% of its net profit for the year2020-21to Reserve Fund in terms of Sec 45-1c of the RBI Act 1934.
COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES JOINT VENTURES ORASSOCIATE COMPANIES DURING THE YEAR:
Your Company does not have any subsidiaries joint ventures or associate companiesduring the year.
With a view to conserve resources for long term needs of the Company your Directors donot recommend any dividend for the financial year 2020-21.
CHANGE IN THE NATURE OF BUSINESS:
There is no change in the nature of business during the FY 2020-21.
M/s. BDS & Co. Chartered Accountants (Firm Registration No.326264E) wereappointed as Statutory Auditors of the Company for a period of 5 Years from the Conclusionof 29th Annual General Meeting of the Company till the conclusion of 34thAnnual General Meeting of the Company.
The Independent Auditors report given by M/s. BDS & Co. Chartered Accountants theStatutory Auditors of the Company on Financial Statements of the Company does not containany qualification reservation or adverse remark.
REPORTING OF FRAUDS
During the year under review there was no instance of fraud which required theStatutory Auditors to report to the Audit Committee and /or Board under Section 143(12) ofthe Companies Act 2013 and the rules made thereunder.
The auditors have given their report on the Annual Accounts of the Company and there isno reservation or qualification made by them. The notes given in the Auditors Report areself-explanatory and needs no further clarification.
The Statutory Auditors have not reported any incident of fraud to the Audit Committeeof the Company under sub-section (12) of section 143 of the Companies Act 2013 duringthe year under review.
The Board of Directors based on the recommendation of the Audit Committee haveappointed M/s. V. Goyal & Associates Chartered Accountants Kolkata (ICAI FirmRegistration No 312136E) as the Internal Auditors for the F.Y 2021-22.
SECRETARIAL AUDITORS & SECRETARIAL AUDIT REPORT:
Pursuant to provisions of Section 204 of the Companies Act 2013 read with Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board has appointedM/s. Ms. Disha Dugar Practicing Company Secretaries to conduct Secretarial Audit for2020-21. The Secretarial Audit Report pursuant to Section 204(1) of the Companies Act2013 for the financial year ended 31st March 2021 is given in 'AnnexureIII' attached hereto and forms part of this Report. The Secretarial Audit Report doesnot contain any qualification reservation or adverse remark on the Company.
MAINATANANCE OF COST RECORDS:
Company is not required to maintain cost records as specified by the Central Governmentunder subsection (1) of section 148 of the Companies Act 2013
DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL WHO WERE APPOINTED OR HAVE RESIGNEDDURING THE YEAR:
The Board of Directors in its meeting held on 10th November 2020 and basedon the recommendations of Nomination and Remuneration committee has appointed Mr. MihirRanjan Pal as Whole Time Director and CFO of the Company for a period of 3 yearseffective from 13th December 2020 subject to the approval of the members atthe ensuing Annual General Meeting of the Company.
The Board of Directors in its meeting held on 31st May 2021 and onrecommendation of the Nomination and Remuneration Committee has re-appointed Mr. GyanSwaroop Garg as Managing Director of the Company for a period of 3 years effecive from 1stJune 2021 subject to the approval of the members at the ensuing Annual General Meeting ofthe Company.
In accordance with the provisions of Companies Act 2013 Mr. Mr. Mihir Ranjan Pal asWhole Time Director and CFO of the Company is liable to retire at the ensuing AGM andbeing eligible offers himself for re-appointment. The Board of Directors recommended hisre-appointment for the consideration of members of the Company at ensuing AGM.
Excepting for the above mentioned there were no other changes in the office ofDirectors or Key Managerial personnel during the Reporting period.
DECLARATION GIVEN BY INDEPENDENT DIRECTORS:
Every Independent Director at the first meeting of the Board in which he participatesas a Director and there after at the first meeting of the Board in every financial yeargives a declaration that he meets the criteria of independence as provided under theCompanies Act 2013 and the Company has taken the note of the same.
MEETING OF INDEPENDENT DIRECTORS:
During the year under review the Independent Directors met on 09.02.2021 inter aliato discuss
- Evaluation of the performance of Non-Independent Directors and the Board of Directorsas a whole;
- Evaluation of the performance of the Chairman of the Company taking into account theviews of the Executive and Non-Executive Directors.
- Evaluation of the quality content and timelines of flow of information between theManagement and the Board that is necessary for the Board to effectively and reasonablyperform its duties.
- All the Independent Directors were present at the Meeting.
NUMBER OF MEETINGS OFTHE BOARD DURING THE YEAR
The Board of Directors of the Company met 4 (Four times)and gap between two Boardmeetings did not exceed 120 days.
|24.06.2020 ||01.09.2020 ||10.11.2020 ||13.02.2021 |
COMMITTEES OF THE BOARD:
Details of Committees of the Board their composition and attendance are provided in Annexure-Ito this report.
The Company has not accepted any deposits within the meaning of Section 73 of theCompanies Act 2013 and the Companies (Acceptance of deposits) Rules 2014.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT2013:
The Company being a non-banking finance Company registered with the Reserve Bank ofIndia and engaged in the business of giving loans and is exempt from complying with theprovisions of section 186 of the Companies Act 2013. Accordingly the disclosures of theloans given as required under the aforesaid section have not been given in this Report.
CHANGE IN NATURE OF BUSINESS
There is no change in the nature of business during the period under review.
MATERIAL CHANGES AND COMMITMENTS:
There were no material changes and commitments affecting the financial position of theCompany occurred between the end of the financial year of the Company to which thefinancial statements relate and the date of the report.
DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to Section 134 (5) of the Companies Act 2013 your Directors confirm that tothe best of their knowledge and belief and according to the information and explanationobtained by them
i) In the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures;
ii) Such accounting policies as mentioned in the notes to the financial statements havebeen selectedandapplied consistently and judgments and estimates that are reasonable andprudent made soas to give a true and fair view of the state of affairs of the Company atthe end of the financial year 2020-21 and of the profit of the Company for that period;iii) Proper and sufficient care has been taken for the maintenance of adequate accountingrecord in accordance with the provisions of the Companies Act 2013 for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;
iv) The annual accounts for the year 2020-21 have been prepared on a going concernbasis.
v) That proper internal financial controls were in place and that the financialcontrols were adequate and were operating effectively.
vi) That systems to ensure compliance with the provisions of all applicable laws werein place andwere adequate and operating effectively.
The Board has on the recommendation of the Nomination and Remuneration Committeeframed a policy for selection and appointment of Directors and Senior Management personneland fix their remuneration. The Remuneration Policy is posted on the website of theCompany at the link: www.golechhaglobal.com
VIGIL MECHANISM/ WHISTLE BLOWER POLICY:
Your Company believes in promoting a fair transparent ethical and professional workenvironment. The Board of Directors of the Company has established a Whistle Blower Policy& Vigil Mechanism in accordance with the provisions of the Companies Act 2013 and theSEBI (Listing Obligation and Disclosure Requirements) Regulations 2015 for reporting thegenuine concerns or grievances or concerns of actual or suspected fraud or violation ofthe Company's code of conduct. The said Mechanism is established for directors andemployees to report their concerns. The policy provides the procedure and other detailsrequired to be known for the purpose of reporting such grievances or concerns.
The details of the Whistle Blower Policy & Vigil Mechanism and other polices of theCompany are posted on the website of the Company www.golechhaglobal.com.
CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES PURSUANT TO PROVISIONS OF SECTION 188(1)OF COMPANIES ACT 2013:
A related party transaction was enteredwith related parties as specified in section 188(1) of the Act during the financial year 2020-21. However the transaction was at arm'slength basis. The requisite details of the related party transactions entered into duringthe financial year are provided as Annexure-II to this report
A suitable disclosure as required by the Accounting Standards (AS 18) has been made inthe notes to the Financial Statements. All the related party transactions were placedbefore the Audit Committee and to the Board for their approval whenever required.
DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY FOR THE COMPANY INCLUDINGIDENTIFICATION THEREIN OF ELEMENTS OF RISK IF ANY WHICH IN THE OPINION OF THE BOARD MAYTHREATEN THE EXISTENCE OF THE COMPANY:
The Company has risk management mechanism in place which mitigates the risk atappropriate situations and there are no elements of risk which in the opinion of Board ofDirectors may threaten the existence of the Company. A detailed description of the risks& threats has been disclosed in the Management Discussion Analysis Report forming partof the Annual Report.
ENERGY CONSERVATION TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO:
Information required under section 134(3)(m) read with Rule 8 of the Companies(Accounts) Rules 2014 of the Companies Act 2013 has not been given as the same is notapplicable owing to the nature of activities and there was no foreign earnings and outgoduring the year under review.
EXTRACT OF ANNUAL RETURN:
Copy of Annual Return MGT-7 is available on the website of the Companywww.goelchhaglobal.com.
Your Company's shares are listed on the BSE Limited and the listing fees for FinancialYear 2021-22 is paid.
Pursuant to the provisions of the Companies Act 2013 and of the of the Securities AndExchange Board of India (Listing Obligations And Disclosure Requirements) Regulations2015 the Board has carried out the annual performance evaluation of its own performancethe Directors individually as well as the evaluation of the working of its AuditNomination and Remuneration and Compliance Committees.
A structured questionnaire was prepared after taking into consideration inputs receivedfrom the Directors covering various aspects of the Board's functioning such as adequacyof the composition of the Board and its Committees Board culture execution andperformance of specific duties obligations and governance.
A separate exercise was carried out to evaluate the performance of individual Directorsincluding the Chairman& Managing Director of the Board who were evaluated onparameters such as level of engagement and contribution independence of judgmentssafeguarding the interest of the Company and its minority shareholders etc.
The performance evaluation of the Independent Directors was carried out by the entireBoard. The performance evaluation of the Chairman and the Non Independent Directors wascarried out by the Independent Directors who also reviewed the performance of theSecretarial Department. The Directors expressed their satisfaction with the evaluationprocess.
DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THEFINANCIAL STATEMENTS:
The Company has in place proper and adequate internal control systems commensurate withthe nature of its business size and complexity of its operations. Internal controlsystems comprising of policies and procedures designed to ensure reliability of financialreporting timely feedback on achievement of operational and strategic goals compliancewith policies procedure applicable laws and regulations and that all assets andresources acquired are used economically.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
Pursuant to the provisions of Schedule V to SEBI (Listing Obligation and DisclosureRequirements) Regulations 2015 a report on Management Discussion & Analysis isherewith annexed as "Annexure-V" to this report.
Your Company considers its Human Resources as the key to achieve its objectives.Keeping this in view your Company takes utmost care to attract and retain qualityemployees. The employees are sufficiently empowered and such work environment propels themto achieve higher levels of performance. The unflinching commitment of the employees isthe driving force behind the Company's vision. Your Company appreciates the spirit of itsdedicated employees.
PARTICULARS OF EMPLOYEES:
The information required pursuant to Section 197 read with Rule 5 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect of employeesof the Company is herewith annexed as Annexure -IV to this report.
The Corporate Governance is not applicable to the Company as per SEBI CircularCIR/CFD/POLICY CELL/7/2014 dated 15th September 2014 and as such thisdisclosure is not applicable.
DETAILS ABOUT THE CORPORATE SOCIAL RESPONSIBILITY POLICY DEVELOPED AND IMPLEMENTED BYTHE COMPANY
The Company does not meet the Criteria as specified in Section 135 of the CompaniesAct 2013 regarding Corporate Social Responsibility.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:
There are no significant material orders passed by the Regulators / Courts which wouldimpact the going concern status of the Company and its future operations.
DISCLOSURE UNDERTHE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013.
The Company has in place an Anti-Sexual Harassment Policy in line with the requirementsof the Sexual Harassment of Women at the Workplace (Prevention Prohibition &Redressal) Act 2013. Internal Complaints Committee (ICC) has been set up to redresscomplaints received regarding sexual harassment. All employees (permanent contractualtemporary trainees) are covered under this policy.
The following is a summary of sexual harassment complaints received and disposed offduring the financial year 2020-21:
- No. of complaints received: Nil
- No. of complaints disposed off:Nil
INSIDER TRADING REGULATIONS
The Company has adopted an 'Code of Conduct to Regulate Monitor and Report Trading byInsiders ' ("the Code") in accordance with the SEBI (Prohibition of InsiderTrading) Regulations 2015 (The PIT Regulations).
The Code is applicable to Promoters Member of Promoter's Group all Directors and suchDesignated Employees who are expected to have access to unpublished price sensitiveinformation relating to the Company. The Company Secretary is the Compliance Officer formonitoring adherence to the SEBI (Prohibition of Insider Trading) Regulations 2015.
The Company has also formulated 'The Code of Practices and Procedures for FairDisclosure of Unpublished Price Sensitive Information (UPSI)' in compliance with the SEBI(PIT) Amendment Regulations 2018. This Code is displayed on the Company's website viz.www.golechhaglobal.com.
Your directors place on record their appreciation for the sense of commitment andsincerity shown by the employees .They also place on record their deep admiration andacknowledge with gratitude for the support and co-operation extended by the clientsbankers investors and shareholders at large for their unwavering support throughout theyear.
By The Order Of The Board
For Golechha Global Finance Limited
Gyan Swaroop Garg
Chairman & Managing Director
Place : Kolkata
Date : 12.08.2021