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Glance Finance Ltd.

BSE: 531199 | NSE: | Series: NA | ISIN: INE580D01017 | SECTOR: Finance - Leasing & Hire Purchase

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Annual Report

For Year :
2015 2014 2013 2012 2011 2010 2009 2006

Director’s Report

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

Director’s Report