| Dear Members
The Directors have great pleasure to present their Twenty First Annual
Report together with the Audited Accounts of your Company for the
Financial Year ended 31st March 2015.
FINANCIAL RESULTS
The Financial highlights are summarized below:
(Rs. In Lacs)
PARTICULARS 2014-2015 2013-2014
Gross Income 2004.20 1278.15
Profit before Depreciation & Tax
(PBDT) 233.74 174.68
Less : Depreciation 11.61 7.60
Profit before Taxation 222.13 167.08
Less : Provision for Tax 70.45 47.60
Add/Less : Deferred Tax 6.85 (5.60)
Add : Earlier years adjustments - -
Net Profit 151.68 119.48
OPERATIONS
During the year the gross income of the Company was Rs. 20.04 Crores as
compared to Rs. 12.78 Crores in the previous year.
DIVIDEND
Your Directors have recommended dividend of Re. 0.75 per equity share
(7.5%) amounting to Rs. 22.54 Lacs for the Financial Year 31st March
2015 (exclusive of tax of Rs. 4.59 Lacs)
SHARE CAPITAL
The paid up Equity Share Capital as on 31st March, 2015 was
Rs.3,00,59,000. During the year under review, the Company has not
issued any shares with differential rights as to dividend, voting or
otherwise or convertible debentures.
MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION
OF THE COMPANY
No material changes and commitments affecting the Financial Position of
the Company have occurred between the end of the Financial year of the
Company to which the Financial Statement relate and the date of this
report.
DIRECTORS:
Shri Narendra Arora (DIN :03586182), Whole Time Director of the Company
retires by rotation at the ensuing Annual General Meeting and being
eligible offers himself for re-appointment.
Ms Mamta Thakkar (DIN:01267537) was appointed as an Additional Whole
Time Director w.e.f 12th March 2015 in the Board Meeting held on 12th
March 2015. She holds office upto the date of the ensuing Annual
General Meeting. A Notice has been received in writing from the Members
proposing her appointment as the Whole Time Director.
The Company has received declarations from all the Independent
Directors of the Company confirming that they meet the criteria of
independence as prescribed both under the sub-section (7) of Section
149 of the Companies Act, 2013 and Clause 49 of the Listing Agreement
with the Stock Exchanges
DIRECTORS RESPONSIBILITY STATEMENT:
As As required by Section 134 (3) (c) of the Companies Act, 2013, your
Board of Directors hereby state:
i) That in preparation of Annual Accounts for the Year ended 31st
March, 2015, the applicable Accounting Standards have been followed
along with proper explanation relating to material departures, if any;
ii) That such accounting policies as mentioned in the Notes to the
Financial Statements have been selected and applied consistently and
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 as at 31st
March, 2015 and of the Profit & Loss of the Company for the year ended
on that date;
iii) That the Directors have taken proper and sufficient care for
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 2013 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities
iv) That the annual accounts have been prepared on a going concern
basis;
v) That Directors has laid down internal financial controls to be
followed by the Company and such Internal Financial Controls are
adequate and operating effectively;
vi) That systems to ensure compliance with the provisions of all
applicable laws were in place and were adequate and operating
effectively
BOARD EVALUATION
Pursuant to Section 178(2) of the Companies Act, 2013, the Nomination
and Remuneration Committee has carried out evaluation of performance of
every Director. The board has carried out an Annual performance
evaluation of its own performance, of the Directors individually as
well as evaluation of the working of its various Committees. The
performance evaluation of Independent Director was carried out by the
entire Board excluding the Director being evaluated. The performance
evaluation of the Chairman and Non-Independent Director was carried out
by the Independent Director at their separate meeting.
Board Meeting and Attendance
During the financial year 2014-15, ten Board Meetings were held on 19th
May, 2014, 13th June, 2014, 01st August, 2014, 13th August, 2014, 21st
August, 2014, 10th November, 2014, 22nd December, 2014, 04th February,
2015, 12th March, 2015 & 31st March, 2015. Details of attendance at the
Board Meeting, Directorship in other Companies and Membership in
Committees thereof of each Director are as follows:
Name Category No. of No. of Whether
Board Board attended
Meeting Meetings last
Held Attended AGM
During During held on
the year the 30/09/
2014-15 year 14
2014- 15
Mr. Tushar Agarwal Promoter 10 9 Yes
(Whole time
Director) Executive
Director
Mr. Narendra Arora Executive 10 10 Yes
(Whole Time
Director) Director
Ms. Mamta Thakkar Executive 10 2 Yes
[Additional Whole Director
Time Director
(Appointed w.e.f.
12th March,
2015)]
Mr. Bharmal Lodha Non-Executive 10 5 Yes
Independent through
epresen
ative
Mr. Hasmukh Gandhi Non-Executive 10 5 No
Independent
Non-Executive
Mr. Milind Gandhi 10 5 No
Independent
Name Mem-
Chair-
Direc- bership
man-
torship in Com-
ship in
in other mittees
Comm-
Public of
ittees of
Limited Boards
Boards
Compa of other
of other
nies Public Public
Limited Limited
Compa- Compa
nies nies
Mr. Tushar Agarwal 1* Nil Nil
(Whole time
Director)
Mr. Narendra Arora Nil Nil Nil
(Whole Time
Director)
Ms. Mamta Thakkar Nil Nil Nil
[Additional Whole
Time Director
(Appointed w.e.f.
12th March,
2015)]
Mr. Bharmal Lodha Nil Nil Nil
Mr. Hasmukh Gandhi 2** Nil Nil
Mr. Milind Gandhi 1*** Nil Nil
Note: Directorship in other Public Limited Companies
* Hardcastle and Waud Manufacturing Company Limited
** Hardcastle and Waud Manufacturing Company Limited Asian Star Company
Limited
*** Asian Star Company Limited
POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION
The Company's policy on Directors Appointment and Remuneration
including criteria for determining qualifications, positive attributes,
independence of a Director and other matters provided under sub-section
(3) of Section 178 of the Companies Act, 2013 is available on Company's
website at the link www.glancefinance.com.
MANAGEMENT REMUNERATION
The requisite details as per Rule 5 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith
forming part of this report.
AUDITORS :
Statutory Auditors :
M/s. P K J & CO., Chartered Accountants (Firm's Reg. No. 124115W), who
are the Statutory Auditors of the Company, hold office in accordance
with the provisions of the Companies Act, 2013 up to the conclusion of
the Annual General Meeting of the Company scheduled to be held in the
calendar year 2017, subject to ratification by Members every year and
are eligible for re-appointment.
They have confirmed their eligibility under Section 141 of the
Companies Act, 2013 and the Rules framed thereunder for re-appointment
as Auditors of the Company. The Board, based on recommendation of Audit
Committee, recommends the appointment of M/s/. P K J & CO. as the
Statutory Auditors of the Company.
Necessary Resolution for ratification of appointment of the said
Auditors is included in the Notice of AGM for seeking approval of
Members.
SECRETARIAL AUDIT :
Pursuant to the provisions of Section 204 of the Companies Act, 2013
and the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the Board has appointed M/s. Dr. S. K. Jain,
Practicing Company Secretary, to conduct Secretarial Audit of your
Company. The Report of the Secretarial Audit is placed as Annexure to
this Report.
AUDITORS AND REPORTS :
The matters related to Auditors and their Reports are as under :
1. Statutory Auditor and their Report:
At the Annual General Meeting held on 30th September, 2014, M/s/. P K J
& CO., Chartered Accountant, were appointed as Statutory Auditors of
the Company to hold office till the conclusion of Annual General
Meeting to be held in the calendar year 2017. In terms of the first
proviso to section 139 of the Companies Act, 2013, the appointment of
the Auditors is to be placed for ratification at every Annual General
Meeting. Accordingly the appointment of M/s/. P K J & CO., Chartered
Accountant, as Statutory Auditors of the Company is placed for
ratification by the Shareholders. In this regard the Company has
received a Certificate from the Auditors to the effect that if they are
appointed it would be in accordance with the provision of section 141
of the Companies Act, 2013.
The Report given by the Statutory Auditors for the Financial Statements
for the year ended 31st March, 2015 read with explanatory notes thereon
do not call for any explanation or comments from the Board under
Section 134(3) of the Companies Act, 2013.
2. Secretarial Auditor & his Report:
M/s. S. K. Jain & Co., (Proprietor Dr. S. K. Jain) Practicing Company
Secretary was appointed to conduct Secretarial Audit of the Company for
the financial year 2014-15 as required under section 204 of the
Companies Act, 2013 and the rules thereunder. The Secretarial Audit
report for the financial year 2014-15 forms part of the annual report
as "Annexure A" to the Boards Report.
DECLARATION BY DIRECTORS
The Company has received declaration from all the independent directors
under section 149(7) of the Companies Act, 2013 in respect of meeting
the criteria of independence provided under section 149(6) of the said
Act.
AUDIT COMMITTEE
The Board has well-qualified Audit Committee with majority of
Independent Directors including Chairman. They possess sound knowledge
on Accounts, Audit, Finance, Taxation, Internal Controls etc. The
details of the Composition of the Audit Committee are as follows
members:
Mr. Hasmukh Gandhi
Mr. Milind Gandhi
Chairman: Mr. Bharmal Lodha
The attendance at the meeting is as under:
Name of the Member No. of Meetings
Attended
Mr. Bharmal Lodha 4
Mr. Hasmukh Gandhi 4
Mr. Milind Gandhi 4
The Company Secretary of the Company acts as Secretary of the
Committee.
During the year, there are no instances where the Board had not
accepted the recommendations of the Audit Committee
NOMINATION & REMUNERATION COMMITTEE
The Company has duly constituted Nomination & Remuneration Committee to
align with the requirements prescribed under the provisions of the
Companies Act, 2013 and the revised Clause 49 of the Listing Agreement.
The details of the Composition of the Nomination & Remuneration
Committee are as follows:
members: Mr. Bharmal Lodha
Mr. Milind Gandhi
Chairman: Mr. Hasmukh Gandhi
The attendance at the meeting is as under:
Name of the Member No. of Meetings
Attended
Mr. Hasmukh Gandhi 1
Mr. Milind Gandhi 1
Mr. Bharmal Lodha 1
The Board has framed a policy for selection and appointment of
Directors, Senior Management and their Remuneration. The policy
provides for determining qualifications, positive attributes, and
independence of a Director.
RISK MANAGEMENT
The Company has laid down the procedures to inform to the Board about
the risk assessment and minimization procedures and the Board has
formulated Risk management policy to ensure that the Board, its Audit
Committee and its Executive Management should collectively identify the
risks impacting the Company's business and document their process of
risk identification, risk minimization, risk optimization as a part of
a risk management policy/ strategy.
The common risks inter alia are: Regulations, Credit Risk, Foreign
Exchange and Interest Risk, Competition, Business Risk, Technology
Obsolescence, Investments, Retention of Talent and Expansion of
Facilities etc. Business risk, inter-alia, further includes financial
risk, political risk, legal risk, etc. The Board reviews the risk
trend, exposure and potential impact analysis and prepares risk
mitigation plans, if necessary.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
The Company is not required to contribute towards CSR under Section 135
of the Companies Act, 2013 read with rules thereunder.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has an Internal Control System, commensurate with the size,
scale and complexity of its operations.
Based on the report of Internal Audit function, corrective action are
undertaken in the respective areas and thereby strengthen the controls.
Significant audit observations and corrective actions thereon are
presented to the Audit Committee of the Board.
During the year under review, no material or serious observation has
been received from the Internal Auditors of the Company for
inefficiency or inadequacy of such controls.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
In line with the best Corporate Governance practices, Company has put
in place a system through which the Directors and Employees may report
concerns about unethical behaviour, actual or suspected fraud or
violation of the Company's Code of Conduct & Ethics without fear of
reprisal. The Employees and Directors may report to the Compliance
Officer and have direct access to the Chairman of the Audit Committee.
The Whistle Blower Policy is placed on the website of the Company.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMAN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has in place an Anti Sexual Harassment Policy in line with
the requirements of the Sexual Harassment of Woman at Workplace
(Prevention, Prohibition and Redressal) Act, 2013. All women employees
(permanent, contractual, temporary and trainee) are covered under this
Policy.
The following is a summary of Sexual Harassment complaints received and
disposed off during the year:
a) No. of Complaints received: Nil
b) No. of Complaints disposed off: Nil
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION
Your Company has directed its efforts to reduce energy costs by way of
optimum utilization of electricity in its day to day activities. Your
Company adopts modern technology in its day to day activities with a
view of optimization of energy and other natural resources.
FOREIGN EXCHANGE EARNINGS AND OUTGO
During the Year under review the Company did not have earnings in
foreign exchange. Also, there was no expenditure incurred in foreign
exchange during the year under review.
DISCLOSURE UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013
The Company has not employed any individual whose remuneration falls
within the purview of the limits prescribed under the provisions of
Section 197 of the Companies Act, 2013, read with Rule 5(2) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014.
Disclosures pertaining to remuneration and other details as required
under Section 197(12) of the Act read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 are
provided in the "Annexure C" of the Directors Report.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
During the year under review, the Company has not given any loans and
guarantees. Details of Investments covered under the provisions of
Section 186 of the Companies Act, 2013 are given in the notes to the
Financial Statements.
RELATED PARTY TRANSACTIONS
All Related Party Transactions that were entered into during the
Financial year were on an arm's length basis and were in the ordinary
course of business. There are no materially significant Related Party
Transactions made by the Company with Promoters, Directors, Key
Managerial Personnel or other designated persons which may have a
potential conflict with the interest of the Company at large and hence,
enclosing of Form AOC-2 is not required. All Related Party Transactions
are placed before the Audit Committee as also the Board for approval.
Prior omnibus approval of the Audit Committee is obtained for the
transactions which are of a foreseen and repetitive nature. The
transactions entered into pursuant to the omnibus approval so granted
are audited and a statement giving details of all
Related Party Transactions is placed before the Audit Committee and the
Board of Directors for their approval on a quarterly basis. The Company
has developed a Related Party Transactions Policy for the purpose of
identification and monitoring of such transactions.
The policy on Related Party Transactions as approved by the Board is
uploaded on the Company's website at www.glancefinance.com.
PUBLIC DEPOSITS
The Company has not accepted or renewed any amount falling within the
purview of provisions of Section 73 of the Companies Act, 2013 read
with the Companies (Acceptance of Deposit) Rules, 2014 during the year
under review. Hence, the requirement for furnishing of details of
deposits which are not in compliance with the Chapter V of the Act is
not applicable.
EXTRACT OF ANNUAL RETURN
Pursuant to the provisions of Section 134 (3) (a) of the Companies Act,
2013, Extract of the Annual Return for the financial year ended 31st
March, 2015 made under the provisions of Section 92 (3) of the Act in
Form MGT-9 is annexed herewith as "Annexure B".
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:
There were no orders passed by any Regulator or Court during the year.
ACKNOWLEDGEMENT
Your Directors wish to place on record their appreciation and thankful
acknowledgement for valuable assistance the Company received from all
Lending Bankers.
Place: Mumbai For and on behalf of the Board
Date: 20th August, 2015 Tushar Agarwal
(DIN: 00043184)
Chairman |