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GSB Finance Ltd.

BSE: 511543 Sector: Financials
NSE: N.A. ISIN Code: INE777C01011
BSE 00:00 | 20 Jul 11.37 0.54
(4.99%)
OPEN

11.37

HIGH

11.37

LOW

11.37

NSE 05:30 | 01 Jan GSB Finance Ltd
OPEN 11.37
PREVIOUS CLOSE 10.83
VOLUME 1
52-Week high 11.59
52-Week low 6.57
P/E 27.73
Mkt Cap.(Rs cr) 7
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 11.37
CLOSE 10.83
VOLUME 1
52-Week high 11.59
52-Week low 6.57
P/E 27.73
Mkt Cap.(Rs cr) 7
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

GSB Finance Ltd. (GSBFINANCE) - Director Report

Company director report

FOR THE YEAR ENDED 31ST MARCH 2017

To

THE SHAREHOLDER

Your Directors' have pleasure in presenting the 34th Annual Reports together withAudited Statement of Accounts for the year ended 31st March 2017.

FINANCIAL HIGHLIGHTS:

The financial performance of the Company for the year ended March 31 2017 issummarized below:

(Rs. in Lacs)

2016-17 2015-16
Profit /(Loss) before Depreciation & Tax 118.28 31.02
Depreciation (1.93) (1.92)
Provision for Taxation (39.37) (8.68)
Deferred Tax Expenses / (Savings) 0.33 0.30
Deferred Tax Assets Written off - (0.84)
Profit / (Loss) after Tax Available for Appropriation 77.31 19.88
Less:- Transfer to Statutory Special Reserve (15.47) (4.00)
Proposed Dividend (15.00) -
Tax On Proposed Dividend (3.05) -
Surplus For the Year 43.79 15.88
Add:- Balance brought forward from Previous Year 132.38 116.50
Balance Carried Forward 176.17 132.38

STATE OF COMPANY'S AFFAIRS:

The Financial Market was robust during the year. The Company taking the advantage ofdevelopments in capital market following cautious while trading in shares and equityderivatives have achieved turnover at Rs. 9.50 Crores as compare to last year turnover atRs.14.87 Crores.Company was able to make profits during the year.

During the current financial year the company has earned Net Profit before tax andother adjustment at Rs 116.35 lakhs as compared to Net Profit Rs. 29.10lakhs in previousfinancial Year.

DIVIDEND:

Your directors are pleased to recommend a dividend of Re. 0.25 ( Paisa Twenty Fiveonly) per equity share i.e. 2.50% on each Equity Shares of Rs. 10/- (Rupees Ten only)entailing a payout of 18.05 lacs including Dividend Distribution Tax.

RESERVES:

The board does not proposed any amount to carry to any specific reserves other thanStatutory Reserve Fund.

CHANGES IN NATURE OF BUSINESS:

There is no significant changes had been made in the nature of the company during thefinancial year.

MATERIAL CHANGES AND COMMITMENTS OCCURRED BETWEEN THE DATE OF BALANCE SHEET AND THEDATE OF AUDIT REPORT

No significant material changes and commitments have occurred between the date of thebalance sheet and the date of the audit report.

SIGNIFICANT AND MATERIAL ORDERS PASSED B REGULATORS/COURTS/TRIBUNALS

There are no significant and material orders passed by Regulators / Court / Tribunalsagainst the company.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL 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 are designed to ensure liability offinancial reporting timely feedback on achievement of operational and strategic goalscompliance with policies procedure applicable laws and regulations and that all assetsand resources are acquired economically used and safeguarded and protected against lossfrom unauthorized use or disposition and transactions are authorized recorded andreported correctly. The internal financial control is designed to ensure that thefinancial and other records are reliable for preparing financial statements and data andfor maintaining accountability of persons.

SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES AND THEIR PERFORMANCE

There is no Subsidiary company or Joint Venture or Associate Companies of the Company.

DEPOSITS

During the financial year Company has not accepted any type of deposits. Neither anytype of deposits of previous year is Unpaid or Unclaimed during the financial year.

STATUTORY AUDITORS:

The Members of the Company at the Annual General Meeting (AGM) held on 25/09/2016approved the appointment of M/S S. K. RATHI & CO. Chartered Accountants FirmRegistration No - 108724W as the Statutory Auditors of the Company to hold office fromthe conclusion of that AGM until the conclusion of the AGM to be held in the year 2019(subject to ratification of the appointment by the Members at every AGM held after theabove said AGM).

However M/s. S. K. Rathi & Co Chartered Accountants inform that u/s. 139 (9) ofthe Companies Act 2013 they are not eligible for re-appointment.

In view of the above the Directors proposed to appoint M/S H. P. Jadeja &Associates Chartered Accountants Mumbai to the office of Statutory Auditor u/s. 139 (1)of the Companies Act 2013 subject to approval in the general body meeting . As requiredunder Section 139 of the Companies Act 2013 the Company has obtained a written consentfrom the Auditors to such appointment.

AUDITORS REPORT:

Auditors had not made any qualification or did not make any adverse remark in theirreport regarding financial statements. Therefore there is no need for any clarificationor any comment on Auditors report.

SHARE CAPITAL

During the financial year the Company had not issued any Equity Shares withDifferential rights any

Sweat Equity Shares and any Employee Stock Options.

ANNUAL REPORT

The Extract of Annual report of the company in Form MGT-9 has been annexed with thisreport.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION

AND FOREIGN EXCHANGE EARNINGS AND OUTGO

A) Conservation of Energy : Nil
B) Technology Absorption : Nil
C)

Foreign Exchange earnings and outgo:

The company has no foreign exchange earnings and outgo transactions during the currentfinancial

year.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

No Corporate social responsibility activities have been taken during the year of Rule 9of Companies

(Corporate Social Responsibility Policy) Rules 2014 as Rule 9 is not applicable tocompany.

DIRECTORS

A) Changes in Directors and Key Managerial Persons:-

Mr. Girdharilal Biyani (DIN No 00523132) who retires by rotation and is eligible forre-appointment

has been re-appointed.

B) Declaration by an Independent Director(s) and reappointment if any:-

The Board of Directors of the company hereby confirms that they have received thedeclaration of fulfilling the criteria of Independent Director specified in subsection (6)of section 149 of the Companies Act 2013 from all the Independent directors appointedduring the year.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

The Board of Directors of the Company has done four board meetings during thisfinancial year which

is in compliance to the provisions of the Companies Act 2013.

LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186

The Company has not made any loans and Investments and guarantees in relation tosection 186 of

the Companies Act 2013 during the financial year.

CONTRACTS OR ARRAGNEMENTS WITH RELATED PARTIES

Form No AOC-2 has been attached with the details of transaction entered with therelated parties at on arm length or not on arm length basis.

MANAGERIAL REMUNERATION

Details of Managerial Remuneration required to be Disclosed in Boards Report as perRule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014:-

Name Amount
Shri Girdhari S. Biyani Rs. 600000/-
Shri Ramakant S Biyani Rs. 600000/-
Shri Suyash R. Biyani Rs. 300000/-

There is no employee who is withdrawing remuneration more than 102 Lakhs per annummore than 8.5 Lakhs per month and more than remuneration of Managing Director or WholeTime Director.

RISK MANAGEMENT POLICY:

A statement has been annexed with the report indicating development and implementationof a risk management policy for the company including identification therein of elementsof risk which in the opinion of the Board may threaten the existence of the company

DIRECTOR'S RESPONSIBILITY STATEMENT

Pursuant to Section 134(3) (c) of the Companies Act 2013 your directors confirm that:

(i) In the preparation of the accounts for the financial year ended 31 March 2017 theapplicable Accounting standards have been followed and there was no material departurefrom the standards;

(ii) The directors have selected such accounting policies and applied them consistentlyand make judgments and estimates that are reasonable and prudent so as to give

(iii) The directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of Companies Act 2013 forsafeguarding the assets of the company and for preventing and detecting fraud and otherirregularities;

(iv) The directors have prepared the accounts for the year ended 31 March 2017 on a'going concern' basis.

(vi) The directors have laid down internal financial controls which are adequate andare operating effectively.

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

AUDIT COMMITTEE :

During the year under review company have Four Audit Committee Meetings as on 30th May2016; 13th August 2016; 10th November 2016; 8th February 2017. The Audit Committee isconstituted in line with the regulatory requirements mandated by the Companies Act 2013.More than half of member of Audit committee is Independent Director. The Audit Committeehave Independent Director as a Chairman.

The Audit Committee shall mandatorily review the following information:

(i) Management discussion and analysis of financial condition and results ofoperations;

(ii) Statement of significant related party transactions (as defined by the auditcommittee) submitted

by management;

(iii) Management letters / letters of internal control weaknesses issued by thestatutory auditors;

(iv) Internal audit reports relating to internal control weaknesses; and

(v) The appointment removal and terms of remuneration of the chief internal auditorshall be subject

to review by the audit committee.

(vi) Statement of deviations:

Quarterly statement of deviation(s) including report of monitoring agency ifapplicable submitted

to stock exchange.

Annual statement of funds utilized for purposes other than those stated in the offerdocument /

prospectus / notice.

Director's attendance record of Audit committee

Sr. No Name of Director Designation & Category of Directorship No. of Audit Committee Meeting entitled to attend No. of Audit Committee Meeting attended
1 Mr. Parasram Kabra Non-Executive Independent Director 4 4
2 Mr. Manish Zanwar Non-Executive Independent Director 4 4
3 Mr. Girdharilal Biyani Executive Director 4 4

NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee is constituted in line with the regulatoryrequirements mandated by the Companies Act 2013. Following is the role and responsibilityof Nomination and Remuneration Committee.

(1) formulation of the criteria for determining qualifications positive attributes andindependence of a director and recommend to the board of directors a policy relating tothe remuneration of the directors key managerial personnel and other employees;

(2) Formulation of criteria for evaluation of performance of independent directors andthe board of

directors;

(3) Devising a policy on diversity of board of directors;

(4) Identifying persons who are qualified to become directors and who may be appointedin senior management in accordance with the criteria laid down and recommend to the boardof directors their appointment and removal; (5) Whether to extend or continue the term ofappointment of the independent director on the basis of the report of performanceevaluation of independent directors; Director's attendance record of Nomination andRemuneration Committee:

Sr. No Name of Director Designation & Category of Directorship No. of Audit Committee Meeting entitled to attend No. of Audit Committee Meeting attended
1 Mr. Parasram Kabra Non-Executive Independent Director 1 1
2 Mr. Manish Zanwar Non-Executive Independent Director 1 1
3 Mr. Girdharilal Biyani Executive Director 1 1

STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Nomination and Remuneration Committee is constituted in line with the regulatoryrequirements mandated by the Companies Act 2013. The Committee consider and resolve thegrievances of the security holders of the listed entity including complaints related totransfer of shares non-receipt of annual report and non-receipt of declared dividends.

Sr. No Name of Director Designation & Category of Directorship No. of Audit Committee Meeting entitled to attend No. of Audit Committee Meeting attended
1 Mr. Parasram Kabra Non-Executive Independent Director 1 1
2 Mr. Manish Zanwar Non-Executive Independent Director 1 1
3 Mr. Girdharilal Biyani Executive Director 1 1

VIGIL MECHANISM :

Vigil Mechanism policy has been introduced by the Board on the framework for reportinginstances of unethical/improper conduct and action for suitable steps to investigate andcorrect the same. The Whistle blower policy which is under the ambit of Vigil Mechanism isan extension of the Company's Code of Conduct through which the Company seeks to provide amechanism for its employees Directors vendors or customers to disclose any unethical and/ or improper practice(s) taking place in the Company for appropriate action andreporting. Through this policy the Company provides the necessary safeguards to allWhistle Blowers for making in good faith.

DISCLOSURE UNDER THE SEXUAL HARESSMENT OF WOMEN AT WORK PLACE

(PREVENTION PROHIBITION AND REDRESSAL ) ACT 2013:

Your Company has in place a Policy on Prevention Prohibition and Redressal of SexualHarassment at Workplace in line with the requirements of The Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013. The policy has set guidelineson the redressal and enquiry process that is to be followed by the complainants. Whiledealing with issues related to sexual harassment at the workplace towards any womenemployee's secrecy will be maintained and no women employee will be subjected to any kindof harassment and other mean of in-convinces for raising and issue or pointing outunethical behavior. All women employees (permanent temporary contractual and trainees)are covered under this policy. All employees are treated with dignity with a view tomaintain an environment free of sexual harassment whether physical verbal orpsychological.

It is further reported that no women employee during the year under review has approachthe

management for having a sexual harassment complaint.

LISTING ON STOCK EXCHANGES :

Pursuant to the Reg. 109 - SEBI (ICDR) Regulation - 2009 (amendment) and SEBI (ListingObligations and Disclosure Requirements) Regulations - 2015 which were notified onSeptember 2 2015 with the objective of bringing the framework governing the regime oflisted entities in line with the Companies Act 2013 and as per LODR 2015 a new ListingObligation and Disclosure Requirement was executed with BSE Limited. The Annual ListingFee for the Financial Year 2016-17 has been duly paid within the stipulated time to BSELimited.

SEPARATE MEETING OF INDEPENDENT DIRECTORS :

During the year under review the Independent Directors had in accordance with theprovisions of Schedule IV (Code for Independent Directors) of the Companies Act 2013 andRegulation 17 of the SEBI (LODR) met separately and discussed and reviewed inter-aliathe performance of Non-Independent Directors and the Board as a whole after taking intoconsideration the views of Executive and Non-Executive Directors.

They also assessed the quality quantity and timeliness of flow of information betweenthe Company's Management and the Board that are necessary for the Board to effectively andreasonably perform its duties. All the Independent Directors were present at the Meeting.

CORPORATE GOVERNANCE CERTIFICATE:

As per Regulation 15 of Listing Obligation and Disclosure requirement all company who'spaid up capital is less than Ten Crore or Net worth less than Twenty-Five Crore are notrequired to compile Corporate Governance regulations. As the company paid up Capital isless than Ten Crore hence company is exempted from such compliance and it does not need tofurnish Corporate Governance Certificate as required.

INTERNAL FINANCIAL REPORT :

The Board has adopted policies and procedures for efficient conduct of business. TheAudit Committee evaluates the efficacy and adequacy of financial control system in theCompany its compliance with operating systems accounting procedures and policies at alllocations of the Company and strives to maintain the Standard in Internal FinancialControl.

SECRETARIAL AUDIT REPORT:

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2015 the Board of Directorshad appointed M/s. VKM & Associates Company Secretaries in Practice to undertake theSecretarial Audit of the Company for the financial year 2016-2017. The Report of theSecretarial Auditor is annexed herewith as Annexure III and forms an integral part of thisReport.

The report is self explanatory and Board does not make any comment.

ACKNOWLEDGEMENT:

Your Directors wish to express their gratitude to the officials of the Stock BrokingHouses Stock Exchanges company's bankers and shareholders who have extended theirvaluable support to the Company. Directors are also grateful to the staff and employees ofthe Company for their devotion and relentless services.

For and on behalf of the Board
For GSB FINANCE LTD
Sd/-
G. S. BIYANI
(DIN No. 00523132)
Date : 30th May 2017 Chairman
Registered Office:
815 Stock Exchange Tower
8th Floor Dalal Street
MUMBAI - 400 001.