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Gujarat Lease Financing Ltd.

BSE: 500174 | NSE: GLFL | Series: NA | ISIN: INE540A01017 | SECTOR: Finance - Leasing & Hire Purchase

BSE Live

Jul 27, 15:40
2.09 0.00 (0.00%)
Volume
AVERAGE VOLUME
5-Day
4,094
10-Day
2,930
30-Day
1,514
1
  • Prev. Close

    2.09

  • Open Price

    2.09

  • Bid Price (Qty.)

    0.00 (0)

  • Offer Price (Qty.)

    2.09 (2006)

NSE Live

Aug 03, 15:40
1.45 0.00 (0.00%)
Volume
AVERAGE VOLUME
5-Day
2,076
10-Day
2,176
30-Day
1,490
1,240
  • Prev. Close

    1.45

  • Open Price

    1.45

  • Bid Price (Qty.)

    0.00 (0)

  • Offer Price (Qty.)

    1.45 (1000)

Annual Report

For Year :
2015 2014 2013 2012 2011 2010 2009 2008 2007

Director’s Report

Dear Members, The Directors present the 32nd Annual Report of your Company together with the Audited Accounts for the year ended 31st March, 2015. FINANCIAL RESULTS The highlights of the financial results are given below: (Rs. in lacs) Particulars Year ended Year ended 31.3.2015 31.3.2014 Other Income 2.37 1.67 Profit on sale of assets 17.18 - Total Revenue 19.55 1.67 Expenses : 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 Assets). 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 Legal expenses. 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 banks. 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. FIXED DEPOSITS The company has discontinued accepting fixed deposits since September, 2000. There was no outstanding liability of fixed deposit as on 31st March, 2015. 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. SUBSIDIARIES 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 administrative expenses. * 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 Profit/(Loss) before Depreciation, (3.88) (0.42) (0.57) 19.06 Interest and Tax 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 Tax Current Tax - - - 0.66 Particulars GLFL International Limited For the year For the year ended on ended on 31st March, 31st March, 2015 2014 Total Income 0.00 0.00 Profit/(Loss) before Depreciation, (0.31) (0.11) Interest and Tax Depreciation 0.00 0.00 Interest 0.00 0.00 Profit before (0.31) (0.11) Tax 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. AUDIT COMMITTEE 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 attended Shri Surendra M. Shah Independent Director 4 Chairman 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 Company. The policy has been placed on the website of the company at the below link: http://www.gujaratleasefinancing.co.in/>policies 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. FAMILIARISATION PROGRAMME 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: http://www.gujaratleasefinancing.co.in/>policies 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. AUDITORS'' REPORT Notes on accounts are self-explanatory and do not require any further explanations on the Auditors'' qualifications. AUDITORS 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 next AGM. 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 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 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 irregularities; d) the directors had prepared the annual accounts on a going concern basis; and 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 link: http://www.quiaratleasefinancinq.co.in/>policies During the year under the review there have been no related party transactions. 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 information. 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 employee''s remuneration: 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) share) 31.3.2014 Rs. 3.11 Crs Rs. 3.11 Crs (@ Rs. 1.5 per (@ Rs. 1.15 per share) 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 and Outgo. 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. ACKNOWLEDGEMENTS 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) (Director-In-Charge) (Director) (Din : 00114198) (Din : 00254359)

Director’s Report