Classic Global Finance & Capital Ltd Directors Report.

TO THE MEMBERS

Your Directors have great pleasure in presenting the Annual Report together with the Audited Accounts of the Company for the year ended at 31st March, 2019.

FINANCIAL RESULTS

The summarized performance of the Company for the years 2018-19 and 2017-18 is given below:

(Rs)

For Financial Year Ended

Particulars 31st March, 2019 31st March, 2018
Total Income 32,87,974.00 36,43,601.00
Total Expenditure 29,33,277.12 28,70,169.06
Profit before Tax 3,54,696.88 7,73,431.94
Less: Tax Expense (61,313.00) (196,617.00)
Add: Deferred Tax - -
Profit / (Loss) After Tax 2,93,383.88 5,76,814.94

DIVIDEND

During the year under review, to plough back the profits in the business activity, no dividend is recommended this year.

RESERVE AND SURPLUS

The amount of Rs. 2,93,383.88/-is being transferred in the reserve and Surplus as the Current year profit.

FINANCIAL PERFORMANCE

During the year under review, the Companys income is Rs. 32,87,974/- as against income of Rs. 36,43,601/- in the previous financial year 2018-19.

CHANGE IN THE AUTHORIZED SHARE CAPITAL

During the period under review, The Authorized Share Capital as on March 31, 2019 is remained unchanged.

CHANGE IN THE NATURE OF BUSINESS

During the year, the Company has not changed its nature of business.

CHANGE IN THE CAPITAL STRUCTURE OF THE COMPANY

During the year under review, there has been no change in the capital structure of the company.

DEPOSITS

The Company has not accepted deposit from the public falling within the ambit of Section 73 of the Companies Act, 2013 and The Companies (Acceptance of Deposits) Rules, 2014. No amount of principal or interest was outstanding as on the date of Balance Sheet.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

There have been no material changes and commitments which can affect the financial position of the Company occurred between the end of the financial year of the Company and date of this report.

RISK MANAGEMENT POLICY

The Company has devised and implemented a mechanism for risk management and has developed a Risk Management Policy. The Policy provides for constitution of a Risk Committee, which will work towards creating a Risk Register, identifying internal and external risks and implementing risk mitigation steps. The Committee will, on a quarterly basis, provide status updates to the Board of Directors of the Company.

PARTICULARS OF EMPLOYEES AND OTHER DISCLOSURE

The prescribed particulars of Employees required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given herein below:

The information required pursuant to Section 197(12) read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of Employees of the Company, will be provided on request. In terms of Section 136 of the Act, the reports and accounts are being sent to the members and others entitled thereto, excluding the information on employees particulars mentioned in rule 5(2) of the said rule which is available for inspection by the Members at the Registered Office of the Company during the business hours on working days of the Company upto the date of ensuing Annual General Meeting. If any Member is interest in inspecting the same, such Member may write to the Compliance officer in advance.

DETAILS PERTAINING TO REMUNERATION AS REQUIRED UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 READ WITH RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

Sr. No. Name of Director/KMP and Designation

Remuneration of Director/ KMP for FY 2018-19 (Rs. In Lakhs)

% increase in Remuneration in FY 2018-19**

Ratio of Remuneration of Director to Median Remuneration of employees

Ratio of Remuneration of Director to Median Remuneration of Employees

1. N.A

N.A

N.A.

N.A.

N.A.

The number of permanent employees as on 31st March 2019 was 2. Average of remuneration of employees excluding KMPs Nil

No employees remuneration for the year 2018-19 exceeded the remuneration of any of the Directors.

Companys performance has been provided in the Directors Report which forms part of the Board Report.

The remuneration of Directors, KMPs and other employees is in accordance with the Remuneration Policy of the Company.

STATEMENT CONTAINING THE PARTICULARS OF EMPLOYEES IN ACCORDANCE WITH SECTION 197 OF THE COMPANIES ACT, 2013 READ WITH RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014 AND FORMING PART OF DIRECTORS

REPORT FOR THE FINANCIAL YEAR ENDED MARCH 31, 2019 NOT APPLICABLE NAME OF THE COMPANIES WHICH HAVE BEEN BECOME OR CEASED TO BE ITS SUBSIDIARIES AND ASSOCIATE COMPANIES DURING THE YEAR

Since the Company has no subsidiaries as on 31st March, 2019, provision of section 129 of the Companies Act, 2013 is not applicable.

STATE OF COMPANY AFFAIRS:

The Company is complying with all the applicable laws and provisions and there is no adverse action against the business operations of the Company.

STATUTORY AUDITORS

In terms of the first proviso to section 139 of the Companies Act, 2013, the appointment of M/s. D. Mangla & Associates, Chartered Accountants, as the Statutory Auditors of the Company from the conclusion of this Annual General Meeting till the Conclusion of 29th Annual General Meeting of the Company is placed for the approval of Shareholders at the forthcoming Annual General Meeting. 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 March 31, 2019 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.

AUDITORS REPORT

The Notes on Financial Statements referred to in the Auditors Report are self-explanatory and therefore, in the opinion of the Directors, do not call for further comments.

EXTRACT OF THE ANNUAL RETURN

The extract of the annual return in form MGT 9 has been annexed to the Report, as Annexure-A.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars as required under the provisions of Section 314(3)(m) of the Companies Act, 2013 read with Rule 8(3) of The Companies (Accounts) Rules, 2014 in respect of Conservation of Energy and Technology Absorption have not been furnished considering the nature of activities undertaken by the Company during the year under review.

There was no foreign exchange earning & outgo during the financial year under review.

CHANGE OF REGISTERED OFFICE

During the period, there has been no change in the Registered Office of the company.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

During the year under review, the Company is not required to comply with the provisions related to Corporate Social Responsibility on the basis of its financial statement.

BOARD MEETINGS

During the year, the Board of your company met Eight (08) times. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

23.04.2018, 26.04.2018, 29.05.2018, 13.08.2018, 27.08.2018, 10.11.2018, 01.01.2019 and 11.02.2019

DIRECTORS & COMMITTEES:

a) Changes in Directors and Key Managerial Personnel

During the year under review 2018-19, Ms. Geeta Devi has resigned from the directorship w.e.f 23rd April, 2018 and Mr. Ranjeet Kumar, has resigned from the directorship w.e.f 26th April, 2018.

Further Ms. Gudiya Devi had been appointed as the Additional Director of the company w.e.f 23rd April, 2018 and Mr. Chandan Tirkey was appointed as Additional Director of the company w.e.f 26TH April 2018.

Further, Mr. Awani Bajpai was appointed as Company Secretary w.e.f 01st January, 2019.

b) Declaration by an Independent Director(s) and re- appointment, if any

All Independent Directors have given declaration that they meet the criteria of independence as laid down under Section 149 (6) of the Companies Act, and SEBI (Listing Obligations and Disclosures Requirement) Regulations, 2015.

c) Formal Annual Evaluation of Board

Pursuant to the provisions of companies Act, 2013, the Board has carried out annual performance evaluation of its own performance, the directors individually as well the evaluation of the working of its Audit, Nomination & Remuneration and Stakeholder Relation committee.

SEXUAL HARASSMENT:

The Company has zero tolerance for Sexual Harassment at workplace and has adopted a Policy on prevention of Sexual Harassment in line with the provisions of Sexual Harassment of Woman at Workplace (Prevention, Prohibition and Redresssal) Act, 2013 and the Rules made there under. There was no complaint on sexual harassment during the year under review.

ANNUAL GENERAL MEETING

During the year under Review, Annual General Meeting of the company was held on 27th September, 2018 at the Registered Office of the Company and approved the following agenda:

Ordinary Business:

* To receive, consider and adopt the audited profit & loss account for the year ended march 31, 2018 and the balance sheet as at that date together with the reports of the board of directors and the auditors thereon.

* To Appoint a Director in place of Mr. Nand Kishore, who retires by rotation and being eligible offer himself for Re-appointment.

* To ratify the appointment of M/s. Shahshank K Gupta & Associates, Chartered Accountants, as the Statutory Auditors of the Company to hold office from the conclusion of this Annual General Meeting until the conclusion of the next AGM and to fix their remuneration

Special Business:

*To appoint Mr. Nand Kishor (DIN: 07971325) as Director

*To appoint Mr. Nand Kishor (DIN: 07971325) as Whole Time Director

*To appoint Ms. Gudiya Devi (DIN: 07773333) as Independent Director

*To appoint Mr. Chandan Tirkey (DIN: 08120763) as Director

COMPOSITION AND MEETINGS OF AUDIT COMMITTEE

The Composition and terms of reference of the Committee satisfy the requirements Section 177 of the Companies Act, 2013. Audit Committee met 4 times during the financial year 2018-19 on 29.05.2018, 13.08.2018, 10.11.2018 and 11.02.2019.

The Board of Directors in its meeting held reconstituted the Audit Committee and following is the composition as on 31.03.2019:

Name of Member Designation Category
Ms. Gudiya Devi Chairman Non Executive and Independent Director
Mr. Chandan Tirkey Member Non Executive and Non Independent Director
Mr. Virender Singh Rana Member Non Executive and Independent Director

COMPOSITION AND MEETINGS OF STAKEHOLDER RELATIONSHIP COMMITTEE

The Composition and terms of reference of the Committee satisfy the requirements Section 178 of the Companies Act, 2013. The Committee met 4 times during the financial year 2018-19 on 29.05.2018, 13.08.2018, 10.11.2018 and 11.02.2019.

During the year under review, the committee further re-constituted and at present, following is the composition as on 31.03.2019:

Name of Member Designation Category
Mr. Virender Singh Rana Chairman Non Executive and Independent Director
Mr. Chandan Tirkey Member Non Executive and Non Independent Director
Ms. Gudiya Devi Member Non Executive and Independent Director

NOMINATION & REMUNERATION COMMITTEE & ITS POLICY

The Company has duly constituted Nomination and Remuneration Committee to align with the requirements prescribed under the provisions of the Companies Act, 2013.

The Committee met 4 times during the financial year 2018-19 on 29.05.2018, 13.08.2018, 10.11.2018 and 11.02.2019

Name of Member Designation Category
Mr. Virender Singh Rana Chairman Non Executive and Independent Director
Mr. Chandan Tirkey Member Non Executive and Non Independent Director
Ms. Gudiya Devi Member Non Executive and Independent Director

DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES

During the year, as per Section 177(9) read with Rule 7(1) of The Companies (Meeting of Board and its Powers) Rules, 2014, Company is required to establish a Vigil Mechanism for its Directors and employees. In order to ensure that the activities of the Company and its employees are conducted in a fair and transparent manner by adoption of highest standards of professionalism, honesty, integrity and ethical behavior the company has adopted a vigil mechanism policy. This policy has been updated on the website of company.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

During the year, Company has not provided Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The Company has no material significant transactions with its related parties which may have a potential conflict with the interest of the Company at large. The details of transactions with the Company and related parties are given for information under notes to Accounts.

MANAGERIAL REMUNERATION POLICY

Provisions relating to Managerial Remuneration as per Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 The Board has on the recommendation of the Nomination & Remuneration Committee framed a Policy for Selection and appointment of Directors, Senior management and their Remuneration.

DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Company maintains appropriate systems of internal control, including monitoring procedures, to ensure that all assets are safeguarded against loss from unauthorized use or disposition. Company policies, guidelines and procedures provide for adequate checks and balances and are meant to ensure that all transactions are authorized, recorded and reported correctly.

SECRETARIAL AUDIT REPORT AND EXPLANATION TO THE QUALIFICATIONS REPORTED IN THE REPORT

Pursuant to the provisions relating to Secretarial Audit as per Section 204 read with Rule 9 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Satish Kumar & Associates, Practicing Company Secretaries, to undertake the Secretarial audit of the Company for the Financial Year 2018-19 and the report is attached herewith as Annexure B.

With respect to the qualifications, the Company has appointed Company Secretary and Chief Financial officer w.e.f 01st January, 2019 and as far as concerned with late intimations and late filing that will be taken care in the future.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE

No significant and material orders have been passed by the regulators or courts or tribunals, impacting the going concern status and companys operations in future.

AUDIT OBSERVATIONS

Auditors observations are suitably explained in notes to the Accounts and are self-explanatory.

HUMAN RESOURCES

There are no employees as on date on the rolls of the Company who are in receipt of Remuneration which requires disclosures under Section 134 of the Companies Act, 2013 and Companies (Particulars of Employees) Rules, 1975. During the year under review, relationship with the employees is cordial.

INDEPENDENT DIRECTORS MEETING

During the year under review, the Independent Directors met on 11th November, 2018, inter alia, discussed:

• Evaluation of the performance of Non-independent Directors and the Board of Directors as a whole.

• Evaluation of the performance of the chairman of the Company, taking into account the views of the Executive and Non-executive directors.

• Evaluation of the quality, content and timelines of flow of information between the Management and the Board that is necessary for the Board to effectively and reasonably perform its duties.

All the Independent Directors were present at the Meeting.

DIRECTORS RESPONSIBILITY STATEMENT

The Directors Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, shall state that -

(a) In the 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 at the end of the financial year 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 this Act 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.

ACKNOWLEDGEMENT

Directors take this opportunity to express their thanks to various departments of the Central and State Government, Bankers, Material Suppliers, Customers and Shareholders for their continued support and guidance.

The Directors wish to place on record their appreciation for the dedicated efforts put in by the employees of the Company at all levels.

For Classic Global Finance and Capital Limited By Order of the Board of Directors
Sd/- Sd/-
Place: Ludhiana Nand Kishore Virender Singh Rana
Date: 22.08.2019 Director Director
DIN 07971325 DIN 06782773