The Directors present the 32nd Annual Report of your Company together
with the Audited Accounts for the year ended 31st March, 2015.
The highlights of the financial results are given below:
(Rs. in lacs)
Particulars Year ended Year ended
Other Income 2.37 1.67
Profit on sale of assets 17.18 -
Total Revenue 19.55 1.67
Administrative & other expenses 22.39 13.51
Profit/(Loss) for the year before Depreciation. (2.84) (11.84)
Depreciation 4.12 1.57
Profit/(Loss) Before taxation (6.96) (13.41)
Tax Expenses 0.00 0.00
Profit/ (Loss)After Taxation (6.96) (13.41)
YEAR UNDER REVIEW
It may be observed from the Profit and Loss Account that other income
during the year is Rs. 19.55 lacs that includes Interest on bank
deposits of Rs 2.37 lacs as against Rs 1.67 lacs for the previous year
and Rs.17.18 from profit on sale of part office at Baroda (Fixed
GLFL has no source of income other than interest on Bank deposit while
it has to meet the administrative expenses to run the company. Major
expenses include Securities Listing Fees to stock exchanges and
custodian fees to CDSL & NSDL, remuneration to Key Managerial Personnel
appointed in accordance with the applicable provisions of the Companies
Act, 2013, Printing & Postage of Annual Reports and professional and
After meeting the expenses, the Company incurred loss of Rs 6.96 lacs
against the loss of Rs 13.41 lacs in the previous year.
Your company is not accepting the Public deposit since 1999-2000.
During the year 2010-11, Reserve Bank of India (RBI) changed
Certificate of Registration from Category ''A'' as Deposit Accepting
Company to Category ''B '' as Non Deposit Accepting company.
During the year 2004-05, the Hon''ble High Court of Gujarat had
sanctioned the scheme of Compromise and Arrangement under section 391
of the Companies Act 1956, to discharge the liability of the Banks.
Your company had released payment as per the court order. Approval in
respect of deed of assignment of receivables is still awaited from the
As per the Court''s order, the income received pertaining to assigned
assets after July, 2004 is transferred to the consortium of banks.
Subsequent to the court''s order, GLFL has recovered Rs.475 lacs till
date from the charged assets and deposited with the member banks.
It is worthwhile to note that the company has no external debts at the
end of the year.
The company has discontinued accepting fixed deposits since September,
2000. There was no outstanding liability of fixed deposit as on 31st
TRANSTER TO THE INVESTOR EDUCATION FUND
The company does not have any liability towards unclaimed Fixed
Deposits, Debentures and other liabilities. The liability have been
discharged / transferred on completion of prescribed period to the
Investor Education and Protection Fund.
The Company has three subsidiary companies viz. GLFL Housing Finance
Limited, GLFL Securities Limited and GLFL International Limited.
* GLFL Housing Finance Limited
After disinvestments of the major Housing Loan Portfolio, along with
liabilities, in favour of LIC Housing Finance Ltd., recovery from
balance accounts has been the main thrust area during the year. The
company has incurred the loss of Rs. 4.25 lacs against the loss of Rs
0.53 lacs, during the previous year.
* GLFL Securities Limited
The company has incurred loss of Rs.0.58 lacs due to increase in the
* GLFL International Limited
The Company has yet not commenced business.
FINANCIAL PERFORMANCE OF SUBSIDIARIES: (Rs. in Lacs)
Particulars GLFL Housing Finance Limited GLFL Securities Limited
For the year For the year For the year For the year
ended on ended on ended on ended on
31st March, 31st March, 31st March, 31st March,
2015 2014 2015 2014
Total Income 2.29 2.78 3.38 29.93
Depreciation, (3.88) (0.42) (0.57) 19.06
Depreciation 0.37 0.11 0.00 0.00
Interest 0.00 0.00 0.00 0.00
Profit before (4.25) (0.53) (0.57) 19.06
Current Tax - - - 0.66
Particulars GLFL International Limited
For the year For the year
ended on ended on
31st March, 31st March,
Total Income 0.00 0.00
Depreciation, (0.31) (0.11)
Depreciation 0.00 0.00
Interest 0.00 0.00
Profit before (0.31) (0.11)
Current Tax - -
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Subsequent to the notification of Section 149 and other applicable
provisions of the Companies Act 2013, the shareholders have at the 31st
Annual General Meeting of the Company, held on 21st July, 2014,
appointed the existing Independent Directors - Shri Vasant A. Shah and
Shri Surendra M. Shah for a term of three consecutive years ending 31st
March, 2017. The Shareholders have, in the same meeting, also approved
the re-appointment of Shri Pradip J. Mehta as Director-in- charge of
the Company w.e.f 27th July, 2014 for a term of two years.
Subsequently, Shri Pradip J. Mehta has resigned from the position of
Director-in-charge w.e.f. 20th January, 2015 and continued as
Non-executive Director of the Company pursuant to recent changes in the
provisions of the Company Law for balancing composition of Board.
Also, Shri Pankaj J. Patel, nominee of Gujarat Industrial Investment
Limited (GIIC) has resigned as director of the Company effective from
28th February, 2015 due to his resignation from GIIC. Shri Ashok B.
Shah, nominee of GIIC has resigned as Director of the Company effective
from 18th February, 2015 upon nomination of Shri Yogesh K. Vyas in his
place by GIIC. Shri Yogesh K. Vyas has been appointed as Additional
Director effective from 30th March, 2015.
The Board has also appointed Smt. Sahana Rao as an Additional Director
effective from 30th March, 2015.
During the year under the review, the Board has appointed following
persons as Whole-time Key managerial personnel (KMP) of the Company:
1) Shri Anil K. Jhaveri as Non-Board Member Chief Executive Officer
2) Shri Janak J. Mehta as Chief Financial Officer
3) Shri Ankit P. Patniya as Company Secretary and Compliance Officer
Shri Harnish Patel, director of the Company retires by rotation and
being eligible, has offered himself for re-appointment. The Board
recommends his re-appointment as director as detailed in the notice
convening the Annual General Meeting. The Board had appointed Shri
Harnish Patel as Director-In-Charge for a period of two years, as
detailed in the notice convening the Annual General Meeting, subject to
approval of the shareholders.
For your perusal, a brief resume and other relevant details of Shri
Harnish Patel, Shri Yogesh K. Vyas and Smt. Sahana Rao, are given in
the Explanatory Statement to the Notice convening the Annual General
Meeting and in the corporate Governance Report.
NUMBER OF MEETINGS OF THE BOARD
The Board meets at regular interval with gap between two meetings not
exceeding 120 days. Additional meetings are held as and when necessary.
The Directors are also being provided with an option to participate in
meeting through video conferencing or other audio visual technologies,
keeping in view the applicable provisions of the the Companies Act,
2013 and Listing Agreement. During the year under the review, the Board
met five times.
During the year under review the Board has re-constituted the Audit
Committee in accordance with the applicable provisions of the Companies
Act, 2013 and Equity Listing Agreement. The composition and terms of
reference of the Audit Committee is as under:
Name of the Director Category of Directorship No. of meetings
Shri Surendra M. Shah Independent Director 4
Shri Vasant A. Shah Independent Director 4
Shri Ashok B. Shah* Non-Executive Director 4
Shri Pankaj J. Patel * Non-Executive Director 4
*Resigned from the Company w.e.f 18.02.2015 and 28.02.2015 respectively
and accordingly ceased to be member of the Committee.
There has been no instance where the Board has not accepted the
recommendations of the Audit Committee.
The Company has established the vigil mechanism through Whistle Blower
Policy for all the stakeholders of the Company which also provides for
direct access to the Chairperson of the Audit Committee in appropriate
or exceptional cases as per the Policy.
The Whistle Blower Policy will be applicable to all the stakeholder of
the Company, which is an extension of the Code of Business Conduct
through which the Company seeks to provide a mechanism for the
Stakeholders to disclose their concerns and grievances on Unethical
Behavior and Improper/Illegal Practices and Wrongful Conduct taking
place in the Company for appropriate action. The Company shall oversee
the vigil mechanism only through the Audit Committee. If any of the
members of the Audit Committee have a conflict of interest in a given
case, they should resuse themselves and the others in the Committee
would deal with the matter on hand.
The Policy provides necessary safeguards to all Whistle Blowers for
making Protected Disclosures in Good Faith and any Stakeholder
assisting the investigation. It also provides the detailed scope and
role of Whistle Blower and the manner in which concern can be raised.
Further, the Policy contains provisions relating to investigation of
the protected disclosures, protection to the whistle blower, decision
by CFO, CEO or Audit Committee and reporting & monitoring by the
The policy has been placed on the website of the company at the below
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 AND PERFORMANCE EVALUATION:
The company has discontinued it operation since FY 1999-2000 and
considering to the financial conditions of the Company, none of the
directors are being paid any remuneration. However during the year the
company has appointed Key Managerial Personnel in compliance of the
section 203 of the Companies Act, 2013 and they are being remunerated
in accordance with their terms of appointment.
Considering the above facts, during the year under review the Company
has not formulated Remuneration Policy, Criteria for
determining/appointing directors and senior management, Evaluation
Criteria. However the Company shall formulate suitable remuneration
policy and such criteria in due course.
The Company undertook various steps to make the Independent Directors
have full understanding about the Company. The details of such
familiarisation programmes have been disclosed on the company''s website
and a web link thereto is given below:
CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS REPORTS
A separate report on Corporate Governance and Management and Analysis
forms part of Annual Report and the certificate from the Company''s
Auditors regarding compliance of conditions of Corporate Governance is
annexed to the Corporate Governance Report.
SECRETARIAL AUDIT REPORT
Pursuant to Section 204 read with Section 134(3) of the Companies Act,
2013, the Board of Directors has appointed M/s. Rajesh Parekh & Co.,
Company Secretaries, Ahmedabad as Secretarial Auditor of the Company
for FY 2014-15. A Secretarial Audit Report provided by M/s. Rajesh
Parekh & Co. is annexed with the Board''s report as Annexure A.
Notes on accounts are self-explanatory and do not require any further
explanations on the Auditors'' qualifications.
M/s. C.C. Chokshi & Co., Chartered Accountants, the Statutory Auditors
of the Company holds office till the conclusion of the ensuing Annual
General Meeting and is eligible for re-appointment. They have furnished
a certificate regarding their eligibility for re-appointment as
Statutory Auditors of the Company, pursuant to Section 139 (1) of the
Companies Act, 2013 read with applicable rules. The Board of Directors
recommends their re-appointment for one year until the conclusion of
DIRECTORS'' RESPONSIBILITY STATEMENT
In terms of section 134 (3) (c) of the Companies Act, 2013 in relation
to the financial statements for the year 2014-15, the Board of
Directors state that
a) in preparation of the annual accounts, the applicable accounting
standards had been followed along with proper explanation relating to
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 for the financial year ended on 31st March, 2015 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 the Companies Act, 2013 for safeguarding the assets of
the company and for preventing and detecting fraud and other
d) the directors had prepared the annual accounts on a going concern
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.
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.
STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER
SUB-SECTION (6) OF SECTION 149
Shri Surendra M. Shah and Shri Vasant A. Shah, Independent Directors of
the Company have given their declarations to the Board that they meet
the criteria of Independence as provided under the applicable
provisions of the Companies Act, 2013 and Listing Agreement.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
A Related Party Transaction Policy has been devised by the Board of
Directors at its meeting held on 20th January, 2015. The said policy
may be referred to, at the Company''s official website at the below web
During the year under the review there have been no related party
INTERNAL FINANCIAL CONTROLS
The Company has its internal financial control systems commensurate
with operations of the company, However as the operations of the
Company has been discontinued since long no internal financial control
framework in place. The managements regularly monitors and controls to
address safeguarding of its assets, prevention and detection of frauds
and errors, controls to monitor accuracy and completeness of the
accounting records including timely preparation of reliable financial
RISK MANAGEMENT POLICY
Considering the present conditions of the company the company has yet
to formulate the risk management policy, however the Board are being
regularly provided with information which may have potential threat of
risk as and when required, However the company shall formulate suitable
Risk Management Policy in due course.
PARTICULARS OF EMPLOYEES
The information required underpursuant to Section 197 read with the
Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014 are provided below:
1. The ratio of the remuneration of each director to the median
No directors is being paid any remuneration except the sitting fees to
Independent Directors only, hence no ratio is worked out.
2. The percentage increase in remuneration of each director, Chief
Financial Officer, Chief Executive Officer, Company Secretary or
Manager, if any, in the financial year: The Company has appointed Key
Managerial Personnel during the year under the review, hence the
percentage increase not calculated.
3. The percentage increase in the median remuneration of employees in
the financial year: 10%
4. The number of permanent employees on the rolls of company: 3
employees as on 31st March, 2015.
5. The explanation on the relationship between average increase in
remuneration and company performance:
The Company has discontinued its business operation since the FY
1999-2000 hence performance evaluation of the Company could not done.
The Company does not have any operational income. The Company pays
remuneration to its 3 employees who have been appointed as Key
Managerial Personnel during the year in accordance with applicable
provisions of the Companies Act, 2013.
6. Comparison of the remuneration of the Key Managerial Personnel
against the performance of the company:Refer point no. 5
7. 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:
Market Capitalization BSE NSE
31.3.2015 Rs. 5.78 Crs Rs. 5.78 Crs
(@ Rs. 2.13 per (@ Rs. 2.13 per share)
31.3.2014 Rs. 3.11 Crs Rs. 3.11 Crs
(@ Rs. 1.5 per (@ Rs. 1.15 per share)
P/E Ratio BSE NSE
31.3.2015 3.26 times 3.26 times
31.3.2014 (0.11) times (0.11) times
The shares of the company are not frequently traded.
8. Average percentile increase already made in the salaries of
employees other than the managerial personnel in the last financial
year: Not applicable
9. Comparison of the each remuneration of the Key Managerial Personnel
against the performance of the company:Refer point no. 5
10. The key parameters for any variable component of remuneration
availed by the directors: Not applicable
11. The ratio of the remuneration of the highest paid director to that
of the employees who are not directors but receive remuneration in
excess of the highest paid director during the year:Not applicable
12. Affirmation that the remuneration is as per the remuneration
policy of the company: Refer point no. 5. The Company does not have
employee under the category as specified in Rule 5(2) of the Companies
(Appointment and Remuneration of Managerial Personal) Rules, 2014.
THE EXTRACT OF THE ANNUAL RETURN (sec 134 (a))
The details forming part of the extract of the Annual Return in Form
MGT 9 are attached as Annexure B to this Report.
Conservation of Energy, Technology Absorption, Foreign Exchange earning
The Company has no activities relating to conservation of energy or
technology absorption. There has been no foreign exchange earning or
outgo during the year under review.
Your Directors are grateful to RBI, GIIC Limited, the Government of
Gujarat and Torrent Group for their continued guidance and support to
the Company. The Directors are pleased to place on record their
appreciation for the excellent support extended by the banks.
The Board would also like to express great appreciation for the
understanding and support extended by the employees and Shareholders of
the company in the difficult period.
Ahmedabad For and on behalf of the Board
Date :- 19-05-2015
(Harnish Patel) (Pradip Mehta)
(Din : 00114198) (Din : 00254359)