REPORT OF BOARD OF DIRECTORS Dear Members, Your Directors are pleased to present the 22"" Annual Report on the business and operation of the Company, along with Audited Accounts, for the financial year ended 31st March, 2015 REVIEW OF OPERATIONS AND FUTURE PROSPECTS During the year your Company has deployed the funds in various areas viz.. Inter Corporate Deposits, Loans to individuals & firms. Primary Market, Secondary Market and Deposit with Banks etc. Since your company mainly concentrated on Loans & Advances to various individuals, firms, corporate etc and earned a good interest income. The Net Profit after tax generated during the year is Rs. 2250 has fall In the year as compared to Rs. 1.14 Lacs In the previous year SHARE CAPITAL The issued, subscribed and paid up capital of the Company is Rs 30,101,000 (Rupees Three Crore One Lacs One Thousands) divided Into 30,10,100 (Thirty Lacs Ten Thousand One Hundred) equity shares of Rs 10 each. There has been no change in the share capital of the Company during the year. DIVIDEND The Board of Directors of your company is of the opinion that during the year Company has not generated much profit and keeping In view the future fund requirements of the company, your directors do not recommended any dividend for the financial year ended 31st March, 2014. The Board assures you to present a much strong financial statements in coming years. TRANSFER TO RESERVES The position of reserves is at the end of financial year ended March 31, 2015 is as follows: AUDITORS The Members of the Company had at its 21st Annual General Meeting held on 30th September 2014 approved the appointment of M/s. Galhotra & Associates, Chartered Accountants having registration No. 010126N as the Statutory Auditor of the Company, upto the conclusion of Annual General Meeting (AGM) to be held in the financial year 2014-15 and offer themselves for re-appointment. The said Auditors have furnished the Certificate of their eligibility for re-appointment. In view of the rule 3(7) of Companies (Audit and Auditors) Rules, 2014, the appointment of M/s. Galhotra & Associates., Chartered Accountants, from the conclusion of this ensuing AGM until the conclusion of the next Annual to be held in the financial year 2016-17, Is being placed for members' ratification. The Board recommends the appointment of M/s Galhotra & Associates., Chartered Accountants the Statutory Auditors of the Company till the conclusion of next Annual General Meeting. As required under Section 139 of the Companies Act, 2013, the Company has obtained a written consent from the Auditors to such continued appointment and also a certificate from them to the effect that their appointment, If ratified, would be in accordance with the conditions prescribed under the Companies Act, 2013 and the rules made thereunder, as may be applicable. AUDITORS' REPORT The Auditors' report on the financial statement for the financial year 2014-15 is self explanatory. However auditors have given certain opinions on some matters and Management Is taking effective steps to reconcile the matters as soon as possible. SECRETARIAL AUDITOR The Board of Directors has appointed Harpreet Parashar, Practicing Gompany Secretary, to conduct Secretarial Audit under the provisions of Section 204 of the Companies Act, 2013 for the financial year 2014-15. The Secretarial Audit Report is annexed herewith and marked as Annexure I to this Report. DIRECTORATE During the financial year 2014-15, Mr. Kamal Kumar was appointed as additional non- executive Independent director of your Company at the meeting of the Board of Directors held on 4"' September, 2014 and subsequently he was appointed as a Non-Executive Independent Director by the shareholders at the AGM held on 30* September, 2014. The Board of Directors at its meeting held on 13th November, 2014 has accepted the resignation of Mr. Jitender Kumar. The Board expressed its deep appreciation for the valuable services rendered by both the Directors. In accordance with the requirements of the Companies Act, 2013 and the Company's Articles of Association, Mrs. Sangeeta Gangwani, Director of the Company, retires by rotation and shown her willingness for Re-appointment. The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 KEY MANAGERIAL PERSONS Your Directors has appointed Ms. SangeetS Gangwani as the chief financial Officer of the Company during the year under review. BOARD EVALUATION The Board of Directors has carried out an annual evaluation of its own performance and individual directors pursuant to the provisions of the Companies Act, 2013. The performance of the Board was evaluated by the Board on the basis of the criteria such as the Board composition and structure, effectiveness of Board process, information and functioning etc. The Board and Nomination and Remuneration Committee reviewed the performance of the individual directors on the basis of the criteria such as the contribution of individual director to the Board and committee meetings like preparedness on the issue to be discuss, meaningful and constructive contribution and inputs in meetings, etc. In a separate meeting of independent directors, performance of non-independent director, performance of the Board as a whole and performance of Chairman was evaluated. EFFICIENT INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY Adequate internal controls have been laid down by the Company to safeguard and protect its assets as well as to improve the overall productivity of its operations. All the transactions are properly authorized, recorded and reported to the management. The Company is following all the applicable Accounting Standards for properly maintaining the books of accounts and reporting financial statements. The detailed process of review not only ensures reliability of control systems and legal compliances with applicable legislation, defined policies and processes but also reviews efficiency of systems and ensures safeguarding of tangible and intangible assets. CORPORATE GOVERNANCE REPORT SEBI Vide its Circular CIR/CFD/POLICY CELL/7/2014 dated September 15, 2014, has mandated applicability of Clause 49 of the Usting Agreement to those companies having paid up equity share capital exceeding Rs.10 crore and Net Worth exceeding Rs.25 crore, as on the last day of the previous financial year. Thus paid up share capital and net worth of your company do not come under the purview of applicability of clause 49 of Listing Agreement as per the circular i.e. Corporate Governance. Therefore Report of Corporate Governance is not attached herewith. In spite of above said SEBI circular, Your Company adopts best practices for corporate governance, disclosure standard and enhanced shareholder value while protecting the interest of all other stakeholders including clients, its employee. This has enabled your Company to earn the trust and goodwill of its investors, business partners, employees and the communities in which it operates. Your directors believe that Company profitability must go hand in hand with a sense of responsibility towards all stakeholders, employee and communities. NOMINATION a REMUNERATION POLICY The Board of Directors, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Key Managerial Personnel, Senior Management and their remuneration as required under Section 178 of the Companies Act, 2013. The Nomination & Remuneration Policy of the Company Is annexed herewith and marked as Annexure II to this Report. RISK MANAGEMENT The Company has a Risk Management Manual in place that defines the policies, lays out the strategies and methodology to decide on the risk taking ability of the organization. The Company constantly reviews Its exposure to various types of risk, whether it be regulatory, operational, environmental, financial or political. The Company has In place adequate systems to ensure compliance with all regulatory and statutory matters, reviews the same on a periodic basis and takes appropriate corrective action when necessary. DIRECTOR'S RESPONSIBILITY STATEMENT The Board of Directors acknowledges the responsibility for ensuring compliance with the provisions of Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013 In the preparation of the annual accounts for the year ended 31st March, 2015 and state that: a. in the preparation of the annual accounts for the financial year ended on 31st March, 2015, the applicable accounting standards had been followed along with proper explanation relating to material departures; b. the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial 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 of adequate accounting records In accordance with the provisions of this Act for safeguarding the 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; e. the directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and f. the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. PARTICULARS OF EMPLOYEES During the year under review no employee is covered as per rules 5(2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, therefore no statement Is required be given showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules are not applicable. PARTICULARS OF REMUNERATION The information required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 i) the ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year 2014-15: ii) the percentage increase in remuneration of each Director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year 2014-15: Remuneration has been increase of Mrs. Sangeeta Gangwani by 6.25% other than Mrs. Sangeeta Gangwani there has been no increment in the remuneration paid to Director. iii) the percentage increase in the median remuneration of employees in the financial year 2014-15: There has been no change in the median remuneration paid to the employees. iv) the number of permanent employees on the rolls of company: 5 v) the explanation on the relationship between average increase in remuneration and company performance: During the financial year 2014-15, Company has paid Rs. 750,000 as remuneration to the employees as compared to Rs. 771,000 in the previous financial year. The Company has registered profit of Rs. 2250.65 loss for the financial year 2014-15 as compared to Rs. 114319.02 in the previous financial year. vi) comparison of the remuneration of the Key Managerial Personnel against the performance of the Company: No Remuneration is being paid to Key Managerial personnel of the Company in the financial year 2014-15 therefore increment in the remuneration of Key Managerial Personnel is not ascertainable. vii) variations in the market capitalisation of the Company, price earnings ratio as at the closing date of the current financial year and previous financial year and percentage increase over decrease in the market quotations of the shares of the Company in comparison to the rate at which the Company came out with the last public offer, the variations in the net worth of the Company as at the close of the current financial year and previous financial year: viii) average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration: There has been no increment in the remuneration to the Employees and Managerial Personnel. ix) comparison of the each remuneration of the Key Managerial Personnel against the performance of the Company: x) the key parameters for any variable component of remuneration availed by the Directors: No parameter for any variable component of remuneration has been availed by the Directors xi) the ratio of remuneration of the highest paid Director to that of the employees who are not Directors but receivable remuneration in excess of the highest paid . director during the year: There is no employee in the Company who Is in the receipt of remuneration more than the remuneration received by Directors. xii) affirmation that the remuneration is as per the remuneration policy of the Company: It is hereby affirmed that the remuneration paid is as per the Nomination and Remuneration Policy of the Company. LISTING ON THE STOCK EXCHANGE The Company's shares are listed with BSE Limited PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES There were no contracts or arrangements entered into by the Company in accordance with the Section 188 of the Companies Act, 2013. However, there were No related party transactions. The details of the transactions with related party are provided in the accompanying financial statements. COMMITTEES OF THE BOARD The Committees of the Board focus on certain specific areas and make informed decisions In line with the delegated authority. The following substantive Committees constituted by the Board function according to their respective roles and defined scope: • Audit Committee • Nomination and Remuneration Committee • Stakeholder Relationship Committee DISCLOSURES: A) EXTRACT OF ANNUAL RETURN Extract of Annual Return of the Company Is annexed herewith as Annexure-III to this Report. B) MEETINGS OF THE BOARD During the financial year ended March 31, 2015, 12 meetings of the Board of Directors were held as against the statutory minimum requirement of 4 times. None of the two Board Meetings have a gap of more than 120 days between them. The dates of meetings are mentioned below: 1. 29.04.2014 2. 29.05.2014 3. 29.06.2014 4. 29.07.2014 5. 29.08.2014 6. 04.09.2014 7. 29.10.2014 8. 29.11.2014 9. 29.12.2014 10. 29.01.2015 11. 28.02.2015 12. 29.03.2015 C) COMPOSITION OF AUDIT COMMITTEE The Audit Committee as on date comprises of three members, including one is Executive Director viz. Deepak Kumar Gangwani, and two are Independent director viz. Mr. Kama) Kumar, and Mrs. Bharti Kukreja. Mrs. Bharti Kukreja is heading the Committee. (Mr. Jitender Kumar has resigned from the Directorship of the Company and Chairmanship of the committee w.e.f. 13th November 2014) D) VIGIL MACHANISM/WHISTLE BLOWER POLICY Pursuant to Section 177 of the Companies Act, 2013, the Board of Directors at its meeting held on 30th May, 2014 has adopted a vigil mechanism/whistle blower policy of the Company, The policy provides a framework for directors and employees to report genuine concerns about unethical behavior, actual or suspected fraud or violation of the Company's code of conduct or ethics policy. Protected disclosures can be made by a whistle blower through an email or to the Chairman of the Audit Committee. E) DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 The Company has zero tolerance towards sexual harassment at workplace and during the year under review, your Board has constituted an Internal Complaints Committee to consider and redress complaints of sexual harassment & also adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder. During the financial year 2014-15, the Company has received no complaints on sexual harassment. F) PAT1CULARS OF LOANS GIVEN, INVESTMENT MADE, GUARANTEES GIVEN AND SECURITY PROVIDED Particulars of loans given, investments made, guarantees given and securities provided are provided in the financial statements. G)The management is taking necessary steps to convert the promotes' shareholding in demat form. The company has appointed the managerial personnel as prescribed under section 203 of the companies Act, 2013 but due to oversightness of secretarial department e-form has not been file to the registrar of companies. The management is trying to look after a competent company secretary and assure to appoint as soon as possible. H) GENERAL Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review: 1. Details relating to deposits covered under Chapter V of the Companies Act, 2013. >• 2. Issue of equity shares with differential rights as to dividend, voting or otherwise. 3. Issue of shares (including sweat equity shares) to employees of the Company under any scheme. 4. The Managing Directors of the Company did not receive any remuneration or commission From subsidiary. 5. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future. PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUT GO. Information required to be given pursuant to section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 and forming part of the Director's report for the year ended 31st March, 2015 are given below : A. CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION The provisions related conservation of energy does not apply to the Company, therefore, the information as provided in Performa given in Form A under the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 Is not given. However, the Company is conscious about its responsibility to conserve energy, power and other energy sources wherever possible. We emphasis towards a safe and clean environment and continue to adhere to all regulatory requirements and guidelines. The Company has been taking energy saving measures viz., Use of energy saver electrical equipments, CFL fittings are provided inside the building for common area lighting in the projects of the Company, Efficient ventilation system in offices and the projects of the Company. Moreover, your company emphasis towards a safe and clean environment and continue to adhere to all regulatory requirements and guidelines. B. RESEARCH & DEVELOPMENT Your company has not undertaken any research and development work during the year 2014-15. However, in order to minimize its cost and increase the quality of its projects, your Company is trying to maintain highest standard of quality. APPRECIATION Directors wish to place on record their deep thanks and gratitude to; a) The Central and State Government as well as their respective Departments and Development Authorities connected with the business of the Company, Banker of the Company, as well as other Institutions for their co-operation and continued support. b) The Shareholders for the trust and confidence reposed and to the Customers for their valued patronage. c) The Board also takes this opportunity to express its sincere appreciation for the efforts put in by the officers and employees at all levels In achieving the results and hopes that they would continue their sincere and dedicated Endeavour towards attainment of better working results during the current year. By Order of the Board For GDL Leasing and Finance Limited Sd/-Sangeeta Gangwanl Director DIN: 00763656 Sd/-Deepak Kumar Gangwanl Director DIN: 00761959 Place: B-3/91, Ashok Vlhar, Phase II, New Delhi-110052 Dated: 03.09.2015 |