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Geetanjali Credit and Capital Directors Report, Geetanjali Cred Reports by Directors
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Geetanjali Credit and Capital

BSE: 539486|ISIN: INE263R01010|SECTOR: Finance - Investments
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Directors Report Year End : Mar '15   
Dear Members,
 
 The Directors hereby present the 25th Annual Report together with
 Audited Statement of Accounts for the year ended on 31 March'' 2015
 which they trust, will meet with your approval.
 
 
                                                          (Amount in Rs)
 
 Particulars                                     2014-15         2013-14
 
 
 
 Profit before depreciation and tax             284887           110881
 
 Less: Depreciation                            (14330)           (3481)
 
 Profit before Tax                             270557           107400
 
 Less: Provisions for Tax                     (28300)          (27000)
 
 Profit after Depreciation & Tax              242257            80400
 
 OPERATIONS:
 
 The Total Receipts and other income during the year have been Rs 64.18
 lacs as compare to Rs 4.92 lacs during the previous year. The Profit
 after tax of the Company has also increased to Rs 2.42 lacs as compared
 to Rs 0.80 lacs in the previous year.
 
 DIVIDEND:
 
 With a view to conserve the resources for expansion of the business
 activities and working capital requirements of the Company, the board
 of directors of the company do not recommended any dividend for the
 year under review.
 
 FIXED DEPOSITS:
 
 The Company has not invited any deposits from the public during the
 year under review.
 
 DIRECTOR''S RESPONSIBILITY STATEMENT:
 
 As required under the provisions of Section 134 of the Act, your
 Directors report that:
 
 (a) In the preparation of the annual accounts, the applicable
 accounting standards have been followed along with proper explanation
 relating to material departures.
 
 (b) The Directors have 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 profits of
 the Company for that period.
 
 (c) The Directors have 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 have prepared the annual accounts on a going concern
 basis.
 
 (e) The Directors have laid down internal financial controls to be
 followed by the Company and such internal financial controls are
 adequate and are operating effectively.
 
 (f) The Directors have devised proper systems to ensure compliance with
 the provisions of all applicable laws and such systems are adequate and
 operating effectively.
 
 PARTICULARS OF EMPLOYEES:
 
 There was no employee drawing remuneration requiring disclosure under
 the Rule 5 (2) of Companies (Appointment and Remuneration of Managerial
 Personnel) Rules, 2014.
 
 LISTING:
 
 The Equity Shares of the Company are listed on Ahmedabad Stock
 Exchange. The Company is regular in payment of listing fees. The
 Company has paid the listing fees for the year 2015 - 2016.
 
 AUDITORS AND AUDITORS REPORT:
 
 The Auditors M/s. S. Kansal & Associates, Chartered Accountants,
 Ahmedabad hold office until the conclusion of the ensuing Annual
 General Meeting and have expressed their willingness to be reappointed.
 The Company has received a letter from a member of the Company
 proposing the name of M/s. S. Kansal & Associates, Chartered
 Accountants as a Statutory Auditor of the Company. Members of the
 Company at the 24 Annual General Meeting of the Company have appointed
 M/s. S. Kansal & Associates, Chartered Accountants as auditors of the
 Company up to 28 Annual General Meeting of the Company. In accordance
 with the provision of Section 139 of the Companies Act, 2013 members
 are requested to ratify the appointment of the auditors for the balance
 term to hold office from the conclusion of the 25 Annual General
 Meeting until the conclusion of the 28 Annual General Meeting on such
 remuneration as may be fixed by the Board, apart from reimbursement of
 out of pocket expenses as may be incurred by them for the purpose of
 audit
 
 The Company has received a certificate from the Auditors to the effect
 that their appointment if made, would be within the prescribed limits
 under Section 141(3)(g) of the Companies Act, 2013.
 
 The Notes on Financial Statements referred to in the Auditor''s Report
 are Self-explanatory and do not call for any further comments.
 
 There is no qualification, reservation or adverse remarks made in the
 statutory auditors report
 
 CONSERVATION OF ENERGY, TECHNOLOGY ABSORBTION AND FOREIGN EXCHANGE
 EARNINGS AND OUTGO:
 
 A.  Conservation of Energy: N.A
 
 B.  Technology Absorption:
 
 No Technology Absorption has been envisaged by your company during the
 period under review.
 
 DEMATERIALISATION OF SHARES:
 
 The Company had appointed M/s Purva Sharegistry (India) Pvt. Ltd,
 Mumbai as Share & Transfer Agent. The ISIN for the equity shares is
 INE263R01010. As on 31st March, 2015 total 6,41,000 equity shares of
 the Company have been dematerialized. Members of the Company are
 requested to dematerialize their shares.
 
 CORPORATE GOVERNANCE:
 
 Pursuant to Clause 49 of the Listing Agreement with Stock Exchange,
 Management Discussion & Analysis, Corporate Governance Report and
 Auditor''s Certificate regarding compliance to conditions of corporate
 governance are made part of this Annual Report as Annexure I & II
 
 MATERIAL CHANGES AND COMMITMENTS:
 
 There are no material changes and commitments, if any, affecting the
 financial position of the Company subsequent to the date of the Balance
 sheet and up to the date of the report.
 
 RELATED PARTY TRANSACTIONS:
 
 During the year, there was no transaction related party transaction.
 Therefore requisite details in form AOC - 2, is not required to be
 provided herewith.
 
 DISCLOSURE UNDER RULE 8 (5) OF COMPANIES (ACCOUNTS) RULES, 2014 :
 
 Change in Nature of Company Business:
 
 The Company is engaged in the business of finance and other related
 service . There is no change in nature of Company Business
 
 Details of Directors / Key Managerial Personnel Appointed / Resigned:
 
 In terms of provision of Section 152 (6) of the Companies Act, 2013 Mr.
 Paresh Ghanshyambhai Patel retires by rotation and being eligible
 offers himself for reappointment.
 
 Further, in compliance with the provisions of Sections 149, 152,
 Schedule IV and other applicable provisions, if any, of the Companies
 Act, 2013 read with Companies (Appointment and Qualification of
 Directors) Rules, 2014, Mr. Kunal Doshi and Mr. Jaydeep Suthar, were
 appointed at the Annual General Meeting of the Company held on 30th
 September, 2014 to hold office up to 5 (five) consecutive years.
 
 During the year under the review, Mr. Ketan Ghaghada, Managing Director
 and Mr. Jaydeep Suthar, Director has been resigned from Directorship
 w.e.f 19thDecember, 2014.
 
 During the year under the review, Mr. Kewal Krishna Goyal has resigned
 w.e.f 11.07.2014. Also Mr. Rajesh Wadhera and Mr. Prem Singh has
 resigned w.e.f. 09.07.2014.
 
 Further, Mrs. Renuka Maunesh Devera and Mr. Paresh Ghanshyambhai Patel
 have been appointed as Director w.e.f 19th December, 2014.
 
 Details of Holding / Subsidary Companies / Joint Ventures / Associate
 Companies:
 
 During the year under review, there was no holding / Subsidary Company
 / Joint Ventures / Associate Companies.
 
 Deposit :
 
 The Company has not invited any deposit other than the exempted deposit
 as prescribed under the provision of the Companies Act, 2013 and the
 rules framed there under, as amended from time to time. Hence there are
 no particulars to report about the deposit falling under Rule 8 (5) (v)
 and (vi) of Companies (Accounts) Rules, 2014.
 
 Details of Significant and Material Orders passed by Regulators or
 Courts or Tribunals:
 
 During the year under review there were no significant and material
 orders passed by any Regulators or Court or Tribunals which may have
 impact on the going concern status. No order has been passed by any
 Regulators or Court or Tribunals which may have impact on the Company''s
 operation in future.
 
 Internal Financial Controls:
 
 The Company has adequate internal financial controls to support the
 preparation of the financial statements.
 
 PARTICULARS OF LOANS / GUARANTEES / INVESTMENT:
 
 The Company has not given any loan / guarantee or provided any Security
 or made any investment to any person (except those required for
 business purpose).
 
 RISK MANAGEMENT POLICY:
 
 The Company has a structured risk management policy. The Risk
 management process is designed to safeguard the organisation from
 various risks through adequate and timely actions. It is designed to
 anticipate, evaluate and mitigate risks in order to minimize its impact
 on the business. The potential risks are inventoried and integrated
 with the management process such that they receive the necessary
 consideration during decision making. It is dealt with in greater
 details in the management discussion and analysis section. The Risk
 Management Policy is also available on the Company''s website
 
 DECLARATION BY INDEPENDENT DIRECTORS:
 
 The following Directors are independent in terms of Section 149(6) of
 the Companies Act, 2013 and Clause 49 of the Listing Agreement:
 
 (a) Mr. Kunal Amarchand Doshi
 
 (b) Mrs. Renuka Maunesh Devera
 
 The Company has received requisite declarations/ confirmations from all
 the above Directors confirming their independence.
 
 EXTRACT OF THE ANNUAL RETURN:
 
 Pursuant to provision of Section 92 and 134 and other applicable
 provision of the Companies Act, 2013 and of Rule 12 ( 1 ) of Companies
 ( Management and Administration ) Rules, 2014 the extract of the Annual
 Return in form MGT 9 for the Financial Year ended on 31st March, 2015
 is annexed as Annexure III to this Report.
 
 NUMBER OF BOARD MEETINGS:
 
 During the year, requisite Board Meeting has been called. The details
 of the Board Meetings are provided in the Corporate Governance Report.
 
 CORPORATE SOCIAL RESPONSIBILITY:
 
 The Company is not covered under the criteria of the provision of
 Section 135 of the Companies Act, 2013 read with the Companies
 (Corporate Social Responsibility Policy) Rules, 2014, and therefore it
 is not mandatory for the Company to have the Corporate Social
 Responsibility.
 
 DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
 (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
 
 The Company has in place an Anti-harassment policy in line with the
 requirements of the Sexual Harassment of Women at Workplace
 (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaint
 Committee are set up at shop floor level to redress complaints received
 regularly and are monitored by women line supervisors who directly
 report to the Chairman. All employees (permanent, contractual,
 temporary, trainees) are covered under the policy.  There was no
 compliant received from any employee during the financial year 2014-15
 and hence no complaint is outstanding as on 31.03.2015 for redressal.
 
 SECRETARIAL AUDIT REPORT:
 
 Pursuant to Section 204 of the Act, the Secretarial Audit Report for
 the Financial Year ended 31st March, 2015 given by Ms. Niki Patawari,
 Practising Company Secretary is attached herewith which forms part of
 the Directors Report. The observations are self-explanatory.
 
 EQUITY SHARE CAPITAL
 
 During the year, under review, the Company had increased its Authorized
 Share Capital from 35,00,000 equity shares to 50,00,000 equity shares
 having face value of Rs. 10/- each. Further, the Company had allotted
 13,00,000 equity shares as preferential allotment on 31st March, 2015
 at face value of Rs. 10/- each.
 
 ANNUAL PERFORMANCE EVALUATION:
 
 In compliance with the provisions of the Act and Clause 49 of the
 Listing Agreement, the performance evaluation was carried out as under:
 
 Board:
 
 In accordance with the criteria suggested by The Nomination and
 Remuneration Committee, the Board of Directors evaluated the
 performance of the Board, having regard to various criteria such as
 Board composition, Board processes, Board dynamics etc. The Independent
 Directors, at their separate meetings, also evaluated the performance
 of the Board as a whole based on various criteria. The Board and the
 Independent Directors were of the unanimous view that performance of
 the Board of Directors as a whole was satisfactory.
 
 Committees of the Board:
 
 The performance of the Audit Committee, the Nomination and Remuneration
 Committee and the Stakeholders Relationship Committee was evaluated by
 the Board having regard to various criteria such as committee
 composition, committee, processes, committee dynamics etc. The Board
 was of the unanimous view that all the committees were performing their
 functions satisfactorily and according to the mandate prescribed by the
 Board under the regulatory requirements including the provisions of the
 Act, the Rules framed there under and the Listing Agreement.
 
 Individual Directors:
 
 (a) Independent Directors: In accordance with the criteria suggested by
 The Nomination and Remuneration Committee, the performance of each
 independent director was evaluated by the entire Board of Directors
 (excluding the director being evaluated) on various parameters like
 engagement, leadership, analysis, decision making, communication,
 governance and interest of stakeholders. The Board was of the unanimous
 view that each independent director was a reputed professional and
 brought his/her rich experience to the deliberations of the Board. The
 Board also appreciated the contribution made by all the independent
 directors in guiding the management in achieving higher growth and
 concluded that continuance of each independent director on the Board
 will be in the interest of the Company.
 
 (b) Non-Independent Directors: The performance of each of the
 non-independent directors (including the chair person) was evaluated by
 the Independent Directors at their separate meeting. Further, their
 performance was also evaluated by the Board of Directors. The various
 criteria considered for the purpose of evaluation included leadership,
 engagement, transparency, analysis, decision making, functional
 knowledge, governance and interest of stakeholders. The Independent
 Directors and the Board were of the unanimous view that each of the
 non- independent directors was providing good business and people
 leadership
 
 POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION:
 
 The Company is not paying any Remuneration to Managing Director or any
 of the executive directors. Thus, the requisite details as required by
 Section 134(3)(e), Section 178(3) & (4) and Clause 49 of the Listing
 Agreement is not required to be provided. However, the Company affirm
 that as and when the Remuneration will be payable to any of the
 Director, the same would be as per Remuneration Policy.
 
 MATERIAL CHANGES AND COMMITMENTS:
 
 There are no material changes and commitments, if any, affecting the
 financial position of the Company subsequent to the date of the Balance
 sheet and up to the date of the report.
 
 APPRECIATION:
 
 Your Directors acknowledge the continued support and co-operation
 received from all the Department, Shareholders, Banks and other
 Lenders, suppliers and Dealers.
 
 The Board also wishes to record its sincere appreciation of the total
 commitment, dedication and hard work, put in by every member of the
 Company.
 
                                      By order of the board of directors
 
 Place: Chandigarh                                Paresh Patel
 Date : 01.09.2015                      (Chairman cum Managing Director)
 
 
Source : Dion Global Solutions Limited
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