GDL Leasing & Finance Ltd Directors Report.

Dear Members,

Your Directors are pleased to present the 27th Annual Report on the business and operation of the Company, along with Audited Accounts, for the financial year ended 31st March, 2020.

Financial Highlights

(Rs. In Lakh)

Details Year Ended 31.03.2020 Year Ended 31.03.2019
Revenue from Operations 32.14 32.69
Other Income 0.08 0.02
Total Revenue 32.22 32.71
Expenditure 31.21 31.74
Depreciation 0.02 0.02
Exceptional Items 0.00 0.00
Profit/(Loss) before Tax 1.00 0.97
Provision for Tax 0.21 0.21
Net Profit/(Loss) 0.76 0.72

REVIEW OF OPERATIONS AND FUTURE PROSPECTS

During the year under review, total revenue from operation decreased from 32,70,938.00 to Rs. 32,21,772.00. Along with that profit after tax ( PAT) has been increased from 71,624.14 to 76,004.50. Your directors assure you to present much better results in the coming time.

SHARE CAPITAL

The issued, subscribed and paid up capital of the Company is Rs 30,101,000 (Rupees Three Crore One Lakh One Thousands) divided into 30,10,100 (Thirty Lakh Ten Thousand One Hundred) equity shares of Rs 10 each.

There has been no change in the share capital of the Company during the year.

DIVIDEND

The Board of Directors of your company is of the opinion that during the year Company has not generated much profit and keeping in view the future fund requirements of the company, your directors do not recommended any dividend for the financial year ended 31st March, 2020.

IMPACT OF COVID-19

In the last month of FY 2020, the COVID-19 pandemic developed rapidly into a global crisis, forcing governments to enforce lock-downs of all economic activity. For the Company, the focus immediately shifted to ensuring the health and well-being of all employees, and on minimizing disruption to services for all our customers globally.

TRANSFER TO RESERVES

The position of reserves is at the end of financial year ended March 31, 2018 is as follows:

(Amount in Rs.)

Particulars 31.03.2020 31.03.2019
Balance Brought Forward 1,233,666.46 1,176,367.32
Profit For The Year 76,004.50 71,624.14
Less: Transfer to statutory reserve u/s 45IC (1) RBI Act,1934 (15,201.00) (14,325.00)
TOTAL 1,294,469.96 1,233,666.46

MATERIAL CHANGES FROM END OF FINANCIAL YEAR TO DATE OF REPORT

There are no material change and commitment, affecting the financial position of Company which has occurred between the end of financial year of the Company to which the financial statements relate and the date of this report other than those disclosed in the Annual report.

CHANGE IN NATURE OF BUSINESS

During the period under review, the Company has not changes its nature of business.

HUMAN RESOURCE DEVELOPMENT

The Company sees its employees as critical to the future and believes that every employee needs to possess apart from competence, capacity and capabilities, sustainable values, current and contemporary which would make them useful and relevant and competitive in managing the change constructively for overall growth of the organization. To this end the companys approach and efforts are directed towards creating a congenial work atmosphere for individual growth, creativity and greater dedicated participation in organizational development. The Company believes that the success of an organization largely depends on the quality of its workforce. Employee relations remained cordial and peaceful throughout the year.

SUBSIDIARY COMPANIES

The Company does not have any subsidiary companies. Hence, Your Company is not required to present the consolidated financial statement as per the requirement of the provision of Section 136 of the Companies Act, 2013.

PROGRAMME FOR FAMILIARISATION OF INDEPENDENT DIRECTORS

The details of programme for familiarization of independent directors of the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters are put up on the website of the Companys website.

DECLARATION OF INDEPENDENCE

Your Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under the provisions of Companies Act, 2013 read with rules made thereunder.

CHIEF FINANCIAL OFFICER AND COMPANY SECRETARY

Pursuant to the provisions of Section 203 of the Companies Act, 2013, Mrs. Sangeeta Gangwani, Chief Financial Officer and Ms. Niti Taheem, Company Secretary were formalized as the Key Managerial Personnel of the Company.

EFFICIENT INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

Adequate internal controls have been laid down by the Company to safeguard and protect its assets as well as to improve the overall productivity of its operations. All the transactions are properly authorized, recorded and reported to the management. The Company is following all the applicable Accounting Standards for properly maintaining the books of accounts and reporting financial statements. The detailed process of review not only ensures reliability of control systems and legal compliances with applicable legislation, defined policies and processes but also reviews efficiency of systems and ensures safeguarding of tangible and intangible assets.

STATUTORY AUDITORS

In accordance with Section 139 of the Companies Act, 2013, the Board of Directors at their meeting held on September 3, 2020, based on the recommendation of the Audit Committee, has recommended the appointment of M/s. S. Agarwal & Co., Chartered Accountant, New Delhi [FRN: 000808N], as a Statutory Auditor of the Company for a period of 5 consecutive years, commencing from conclusion of ensuing AGM till the conclusion of 32nd AGM, to be held in the Year 2025, subject to approval of the Members of the Company.

M/s. S. Agarwal & Co. have confirmed their willingness and eligibility for appointment in accordance with Section 139 read with Section 141of the Act

The Statutory Auditors of the Company have not reported any fraud as specified under the second proviso of Section 143(12) of the Companies Act, 2013 ( including any statutory modification(s) or re-enactment(s) for the time being in force). The Auditors Report for the financial year ended 31st March, 2020, does not contain any qualification, reservation or adverse remark.

AUDITORS REPORT

The Auditors report on the financial statement for the financial year 2019-20 is self-explanatory.

SECRETARIAL AUDITOR

The Board of Directors has appointed Mr. Amit Kumar, Practicing Company Secretary, to conduct Secretarial Audit under the provisions of Section 204 of the Companies Act, 2013 for the financial year 2019-20. The Secretarial Audit Report is annexed herewith and marked as Annexure I to this Report.

Qualification of Secretarial Auditor

(a)In terms of Regulation 46 of SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015, listed entity is required to maintain a functional website containing the basic information about the Company. During the year under review it has been observed that the Companys website is not working due to some technical error, management of the Company trying to resolve the same at earliest. (b) During the year under review, it has been observed from the records available to me that only 600 Equity Share are held on D-mat form only. (C) In terms of Securities and Exchange Board of India Circular No. Cir/ISD/3/2011, the 100 percent Promoters holding is to be in dematerialized form. During the year under review it has been observed that Promoter shareholding are not in 100% Demat form.

Management Reply

Management of the Company will take necessary steps required for complying all above stated matters in the coming year.

DIRECTORATE

During the year 2019-2020 under review there has been no change in the Board of Directors.

In accordance with the requirements of the Companies Act, 2013 and the Companys Articles of Association, Mr. Deepak Kumar Gangwani, Director of the Company, retires by rotation and has shown his willingness for re-appointment.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and SEBI ( Listing Obligations & Disclosure Requirements) Regulations, 2015, the Board has carried out an annual evaluation of its own performance, as well as the evaluation of the working of its Committees and individual Directors, including Chairman of the Board. The performance evaluation of all the Directors was carried out by the Nomination and Remuneration Committee. The performance evaluation of the Board as a Whole and the Non-Independent Directors was carried out by the Independent Directors. While evaluating the performance and effectiveness of the Board, various aspects of the Boards functioning such as adequacy of the composition and quality of the Board, time devoted by the Board to Companys long-term strategic issues, quality and transparency of Board discussions, execution and performance of specific duties, obligations and governance were taken into consideration. Committee performance was evaluated on the basis of their effectiveness in carrying out respective mandates. A separate exercise was carried out to evaluate the performance of Directors, who were evaluated on parameters such as level of engagement and contribution to Board deliberations, independence of judgments, safeguarding the interest of the Company and focus on creation of shareholders value, ability to guide the Company in key matters, attendance at meetings, etc. The Executive Directors were evaluated on parameters such as strategy implementation, leadership skills, quality, quantity and timeliness of the information flow to the Board

The Directors expressed their satisfaction with the evaluation process.

EFFICIENT INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

Adequate internal controls have been laid down by the Company to safeguard and protect its assets as well as to improve the overall productivity of its operations. All the transactions are properly authorized, recorded and reported to the management. The Company is following applicable Accounting Standards and Policies for properly maintaining the books of accounts and reporting financial statements. The detailed process of review not only ensures reliability of control systems and legal compliances with applicable legislation, defined policies and processes but also reviews efficiency of systems and ensures safeguarding of tangible and intangible assets.

CORPORATE GOVERNANCE REPORT

Regulation 27 of the SEBI ( Listing Obligation and Disclosure Requirements) Regulations, 2015 shall be applicable those companies having paid up equity share capital exceeding Rs.10 crore or Net Worth exceeding Rs. 25 crore, as on the last day of the previous financial year. The paid up share capital and net worth of your Company do not come under the purview of applicability of Regulation 27 of Listing Regulations i.e. Corporate Governance. Therefore separate report of corporate governance is not attached herewith.

In spite of above exemption, Your Company adopts best practices for corporate governance, disclosure standard and enhanced shareholder value while protecting the interest of all other stakeholders including clients, its employee. This has enabled your Company to earn the trust and goodwill of its investors, business partners, employees and the communities in which it operates.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The provision of the Section 135 of Companies Act, 2013 is not applicable on the Company.

NOMINATION & REMUNERATION POLICY

The Board of Directors, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Key Managerial Personnel, Senior Management and their remuneration as required under Section 178 of the Companies Act, 2013. The Nomination & Remuneration Policy of the Company is annexed herewith and marked as Annexure II to this Board Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report as required under Regulation 34 of the SEBI Listing Regulations, is annexed as Annexure IV to this Board Report.

RISK MANAGEMENT

In accordance with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has framed a "Risk Management Policy" to identify risks associated with the Company, assess its impact and take appropriate corrective steps to minimize the risks which may threaten the existence of the company. Compliance management has been significantly strengthened by the deployment of an integrated compliance management and governance framework.

The Company constantly reviews its exposure to various types of risk. The Company has in place adequate systems to ensure compliance with all regulatory and statutory matters reviews the same on a periodic basis and takes appropriate corrective action when necessary.

DIRECTORS RESPONSIBILITY STATEMENT

The Board of Directors acknowledges the responsibility for ensuring compliance with the provisions of Section 134(3) (c) read with Section 134(5) of the Companies Act, 2013 in the preparation of the annual accounts for the year ended 31st March, 2020 and state that:

a. In the preparation of the annual statements for the financial year ended on 31st March, 2020, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

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 profit and loss 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. proper internal financial controls were in place and that the financials control were adequate and were operating effectively; and f. Systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

PARTICULARS OF EMPLOYEES

During the year under review no employee is covered as per rules 5(2) & ( 3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, therefore no statement is required be given showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules are not applicable.

PARTICULARS OF REMUNERATION

The information 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

i) The ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year 2019-20:

Name of Director Remuneration paid for FY 2020 Remuneration paid for FY 2019 Ratio
1 Deepak Kumar Gangwani 3,00,000 3,00,000 0.00
2 Sangeeta Gangwani 3,00,000 3,00,000 0.00
3 Niti Taheem 1,20,960 24,000

Sitting Fee paid to Independent Director i. No sitting fee had been paid to any director during the financial year 2019-20;

ii. the percentage increase in remuneration of each Director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year 2019-20:

iii. Salary of Niti Taheem increased from 24,000.00/- to 1,20,960.00/- other than that there has been no increment in the remuneration paid to Director.

iv. The percentage increase in the median remuneration of employees in the financial year 2019-20: NIL v. There has been decrease in the expense of salaries paid to the employees. vi. The number of permanent employees on the rolls of company: 4

vii. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:

viii. The key parameters for any variable component of remuneration availed by the Directors: ix. No parameter for any variable component of remuneration has been availed by the Directors x. Affirmation that the remuneration is as per the remuneration policy of the Company:

It is hereby affirmed that the remuneration paid is as per the Nomination and Remuneration Policy of the Company.

LISTING ON THE STOCK EXCHANGE

The Companys shares are listed with BSE Limited.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

Company has entered into contracts or arrangements with related party in accordance with the Section 188 of the Companies Act, 2013 on arms length, as given below:

Related Party/ Relative Key Management Personnel Nature Of Transaction/Payment Nature of Payment Amount of Transaction (Rs.) Closing Balance (Rs.)
Mr. Deepak Kumar Gangwani Directors Remuneration 3,00.000/- Nil
Rent 1,08,000/- Nil
Electricity Charges 48,000/- Nil
Mrs. Sangeeta Gangwani Directors Remuneration 3,00,000/- Nil
Mrs. Niti Taheem Salary Paid 1,20,906/- Nil

COMMITTEES OF THE BOARD

The Committees of the Board focus on certain specific areas and make informed decisions in line with the delegated authority. The following substantive Committees constituted by the Board function according to their respective roles and defined scope:

• Audit Committee

• Nomination and Remuneration Committee• Stakeholder Relationship Committee

DISCLOSURES:

A) EXTRACT OF ANNUAL RETURN

Extract of Annual Return of the Company is annexed herewith as Annexure-III to this Report.

B) COMPOSITION AND MEETINGS OF THE BOARD OF DIRECTORS

The Board of Directors has an optimum combination of Executive, Non-Executive Independent Directors in accordance with the provisions of the Act. The composition of the Board of Directors of the Company as on 31st March, 2020 is as under:

Name Designation Category
Deepak Kumar Gangwani Whole Time Director Executive
Sangeeta Gangwani Whole Time Director Executive
Sagar Das Director Non -Executive Independent
Tanya Makhijani Director Non- Executive Independent‘

During the financial year ended March 31, 2020, 7 meetings of the Board of Directors were held as against the statutory minimum requirement of 4 times. None of the two Board Meetings have a gap of more than 120 days between them. The dates of meetings are mentioned below:

Sr. No. Date Sr. No. Date
1. 28.04.2019 5. 13.11.2019
2. 29.05.2019 6. 14.02.2020
3. 13.08.2019 7. 16.03.2020
4. 31.08.2019

C) COMPOSITION OF AUDIT COMMITTEE

The Audit Committee presently comprises of three members, including one Executive Director viz. Deepak Kumar Gangwani, and two Non executive Independent director viz. Ms. Tanya Makhijani, and Mr. Sagar Das who is Chairperson of the Committee. All the members are well versed in corporate finance and related areas.

The representative(s) of Statutory Auditors are permanent invitees of Audit committee meetings.

D) COMPOSITION OF NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee as on date comprises of three members, Mr. Sagar Das, Ms. Tanya Makhijani, and Mr. Deepak Gangwani, Mr. Sagar Das is Chairperson of the Committee.

E) COMPOSITION OF STAKEHOLDER RELATIONSHIP COMMITTEE

The Stakeholder Relationship Committee as on date comprises of three members, including one Executive Director viz. Deepak Kumar Gangwani, and two Non executive Independent director viz. Ms. Tanya Makhijani, and Mr. Sagar Das.

F) VIGIL MACHANISM/WHISTLE BLOWER POLICY

Pursuant to Section 177 of the Companies Act, 2013, read with Companies (Meeting of Board and mechanism/whistle blower policy of the Company. The policy provides a framework for directors and employees to report genuine concerns about unethical behavior, actual or suspected fraud or violation of the Companys code of conduct or ethics policy. Protected disclosures can be made by a whistle blower through an email or to the Chairman of the Audit Committee. The Audit Committee of Directors are entrusted with the. The vigil mechanism/whistle blower its Powers) Rules, 2014 and SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 the Board of Directors at its meeting held on 30th May, 2014 has adopted a vigil policy can be accessed on the Companys website at the link: www.gdl-finance.com.

G) DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE ( PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has zero tolerance towards sexual harassment at workplace and during the year under review, your Board has constituted an Internal Complaints Committee to consider and redress complaints of sexual harassment & also adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder.

During the financial year 2019-20, no complaints with allegation of sexual harassment were filed with the company.

H) PATICULARS OF LOANS GIVEN, INVESTMENT MADE, GUARANTEES GIVEN AND SECURITY PROVIDED

Pursuant to Section 186 of Companies Act, 2013 the details of the loan given, guarantees on securities provided and investments made by the company during the financial year under review, have been disclosed in the financial statements.

I) THINK GREEN, GO GREEN INITIATIVE

The Companies Act, 2013 permits companies to send documents like Notice of Annual General Meeting, Annual Report and other documents through electronic means to its members at their registered email addresses, besides sending the same in physical form.

As a responsible Corporate Citizen, the Company has actively supported the implementation of ‘Green Initiative of Ministry of Corporate Affairs (MCA) and effected electronic delivery of Notices and Annual Reports to those shareholders whose email ids were already registered with the respective Depository Participants ( DPs) and who have not opted for receiving such documents in physical form. The intimation of dividends ( interim/final) is also being sent electronically to those shareholders whose email ids are registered.

Members, who have not registered their e-mail addresses so far, are requested to register their e-mail address with the Registrar and Share Transfer agent ( R&TA) of the Company/Depository participant ( DP) of respective member and take part in the Green Initiative of the Company, for receiving electronic communications and support the "THINK GREEN, GO GREEN" initiative.

Further, pursuant to Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014, the Company is providing e-voting facility to all members to enable them to cast their votes electronically in respect of resolutions set forth in the Notice of Annual General Meeting (AGM). The detailed instructions for e-voting are provided in the Notice of AGM.

J) GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1. Details relating to deposits covered under Chapter V of the Companies Act, 2013.

2. Issue of equity shares with differential rights as to dividend, voting or otherwise.

3. Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

4. The Managing Directors of the Company did not receive any remuneration or commission from subsidiary.

5. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Companys operations in future.

PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUT GO

Information required to be given pursuant to section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 and forming part of the Directors report for the year ended 31st March, 2020 are given below :

a) CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION

The Company accords great importance to conservation of energy. The Company has taken several steps towards this end through:-a. Close monitoring of consumption of electricity, LPG, diesel and water. b. Optimization of conservation of electricity, LPG, diesel and water by reducing process cycle time, process modification and also by equipment modification/replacement/retrofitting. c. Achieving power factor standards nearing unity. d. Usage of renewable energy.

The Company has been taking energy saving measures viz., Use of energy saver electrical equipments, CFL fittings are provided inside the building for common area lighting in the projects of the Company, Efficient ventilation system in offices and the projects of the Company.

Moreover, your company emphasis towards a safe and clean environment and continue to adhere to all regulatory requirements and guidelines.

b) RESEARCH & DEVELOPMENT

Your company has not undertaken any research and development work during the year 2017-18. However, in order to minimize its cost and increase the quality of its projects, your Company is trying to maintain highest standard of quality.

c) FOREIGN EXCHANGE EARNINGS AND OUTGO

Details of Foreign Exchange, earnings and Outgo are given as below:-

Year 2020 Year 2019
(Amt.) (Amt.)
Foreign Exchange earning Nil Nil
Foreign Exchange outgoing Nil Nil

APPRECIATION

Directors wish to place on record their deep thanks and gratitude to;

a) The Central and State Government as well as their respective Departments and Development Authorities connected with the business of the Company, Banker of the Company, as well as other Institutions for their co-operation and continued support.

b) The Shareholders for the trust and confidence reposed and to the Customers for their valued patronage.

c) The Board also takes this opportunity to express its sincere appreciation for the efforts put in by the officers and employees at all levels in achieving the results and hopes that they would continue their sincere and dedicated Endeavour towards attainment of better working results during the current year.

d) The Directors regret the loss of life due to COVID-19 pandemic and are deeply grateful and have immense respect for every person who risked their life and safety to fight this pandemic.

e) The customers, business associates and banker for their continued support during the financial year.

Reg. Office For and on behalf of the Board of
B-3/91 Ashok Vihar, Phase II, G D L Leasing and Finance Limited
New Delhi 110052
Sd/-
Deepak Kumar Gangwani
(DIN: 00761959)
Whole Time Director
B-3/91 Ashok Vihar, Phase II,
New Delhi 110052
Place: New Delhi
Dated: 03.09.2020