Glance Finance Ltd Directors Report.

Dear Stakeholders,

Your Directors are pleased to present their 26th Annual Report on the business and operations of your Company along with the audited Financial Statements for the Financial Year ended March 31,2020. The Statement of Accounts, Auditors Report, Boards Report and attachment thereto have been prepared in accordance with the provisions contained in Section 134 of Companies Act, 2013 and Rule 8 of the Companies (Accounts) Rules, 2014

1. FINANCIAL RESULTS:

The Financial highlights for the year ended March 31,2020 are summarized below:

(Rs. in Lacs)

PARTICULARS 2019-2020 2018-2019
Revenue from Operation 537.77 337.87
Other Income 0.16 0.38
Total Revenue 537.93 338.25
Profit before Depreciation & Tax (PBDT) (28.35) (26.11)
Less: Depreciation 6.29 3.59
Profit before Taxation (34.64) (29.71)
Less: Current Tax 23.00 0.39
Less/(Add): Deferred Tax (76.70) (20.43)
Less/(Add): Earlier years adjustments 7.42 0.01
Net Profit after Tax 11.65 (9.68)
Other Comprehensive Income (156.10) 23.53
Total Comprehensive Income (144.45) 13.86

2. OPERATIONS

Nationwide COVID-19 lockdown was announced by the Honourable Prime Minister of India towards the end of March 2020.

We swung into action immediately and ensured every employee was empowered to work from home and in a matter of a week things fell into place.

During the first quarter of 2020-21 though the lockdown has continued for most part of 1st Quarter, We do anticipate the performance of the 1st quarter of FY 2020-21 to get affected due to COVID-19 but from thereon we see a good recovery taking place.

All the assets of the company are being gainfully employed barring the month from March 2020 to May 2020.

During the year under review, there is no change in the nature of business, additionally company has taken up pilot project of E-commerce and financing of vending machines.

During the year under review, your Company has recorded total comprehensive loss of Rs. 144.45 lakhs as compared to total Comprehensive Income Rs. 13.86 lakhs during the previous year due the dilution in value of Investment of the Company. The Company expects the situation to improve in the year 2020-21.

3. SHARE CAPITAL

As at March 31, 2020, the Authorized Share Capital of the Company is Rs.3,50,00,000 divided into 31,00,000 equity shares of Rs.10/- each and 40,000 0% Preference Shares of Rs. 100/- each.

The paid-up Equity Share Capital as on 31st March, 2020 is Rs. 2,27,52,000.

Buyback of Shares:

The Members of the Company had approved, through a Postal Ballot Special Resolution passed on April 06, 2019, 7,50,000 fully paid-up equity shares of face value of Rs.10/- each of the Company (“Equity Shares”) representing 24.95% of the outstanding equity shares of the Company at a maximum price of Rs. 50/- (Rupees Fifty only) per equity share (“Buyback Price”) (including a premium of Rs. 40/- per equity share) payable in cash for an aggregate amount of upto Rs. 3,75,00,000/- (Rupees Three Crore Seventy Five Lakh only) (excluding Companys transaction cost viz brokerage, applicable taxes such as securities transaction tax, goods and service tax, stamp duty, advisors fees, printing and dispatch expenses and other incidental and related expenses) (“Buyback Size”), which is 24.48% of the total paid-up equity share capital and free reserves (including securities premium) as per the latest audited financials of the Company for the financial year ended March 31, 2018, which is not exceeding 25% of the aggregate of the fully paid-up equity share capital and free reserves as per the audited financial statements of the Company for the financial year ended March 31,2018, through the “Tender Offer” method as prescribed under the Buyback Regulations on a proportionate basis, from all the existing shareholders/beneficiary owners, including the promoter and promoter group. The tender offer of

The buy-back of said 7,50,000 fully paid-up equity shares of face value of Rs. 10/- each was completed on July 02, 2019 and after buyback paid up Equity Share Capital of Company is Rs. 2,27,52,000.

4. DIVIDEND

Due to losses in financial year 2019-20, your Directors have not recommended any dividend on the Equity Shares for the financial year under review.

5. POSTAL BALLOT:

The Company has carried out a Postal Ballot to seek approval of Members for:

a. Special Resolution: Approval for the Buyback of equity shares of the Company

b. Special Resolution: Alteration in object clause of the Company

c. Ordinary Resolution: Approval for Contribution for Charitable Funds

The Members of the Company have approved all the aforesaid proposals with overwhelming requisite majority.

The Company has provided its Members with an e-voting facility in accordance with the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of Companies (Management and Administration) Amendment Rules, 2015 and Regulation 44 of the Listing Regulations, in order to enable them to exercise their voting rights by way of electronic means on the resolution(s) proposed through Postal Ballot.

Mr. Shiv Hari Jalan, Practicing Company Secretary, Mumbai, was appointed as a scrutinizer for scrutinizing voting (both physical and e-voting) in a fair and transparent manner for the postal ballot conducted by the Company.

The notice of Postal Ballot / E-voting and the Postal Ballot forms, were sent to the Members and others concerned including Directors, Stock Exchange, Statutory Auditors etc. through courier / registered Air Mail / e-mail.

The notice of Postal Ballot / E-voting along with the Postal Ballot Form was also placed on the website of the Company.

The information about completion of dispatch of Postal Ballot Notice and Postal Ballot Form and the last date for receipt of reply from Shareholders was also given to the Shareholders by way of advertisement in the following newspapers viz. Financial Express (English) [published on March 06, 2019] and Navshakti (Marathi) [published on March 06, 2019]. The details are:

i. The Company had completed the dispatch of the Postal Ballot Notice dated February 13, 2019 together with Explanatory Statement on March 05, 2019 along with form and postage prepaid business envelopes to all the shareholders whose name(s) appeared on the Registers of Members/ list of beneficiaries as on February 15, 2019.

ii. The voting under the Postal Ballot was kept open for e-voting from Wednesday, March 06, 2019 at 9.00 a.m. (IST) and ends on Thursday, April 04, 2019 till 5.00 p.m. (IST).

iii. The Postal Ballot forms were kept under the safe custody of the Scrutinizer in locked ballot box before commencing the scrutiny of such postal ballot forms. All Postal Ballot forms received by the Scrutinizer upto 5.00 p.m. on Thursday, April 04, 2019 had been considered for his scrutiny.

The results of the Postal Ballot/ E-voting are declared on April 06, 2019 and also being posted on the website of the Company i.e. http://www.glancefinance.com/ and also intimated to BSE Ltd on which the equity shares of the Company are listed and also uploaded on the website of Link Intime India Private Limited.

The said resolutions were deemed to have been passed on result declaration date i.e. April 06, 2019.

6. TRANSFER TO RESERVES

Due to losses in financial year 2019-20, The Board of Directors of your Company has not transferred any amount to the Reserve fund maintained under Section 45IC of the RBI Act, 1934.

7. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The Shareholders at their 25th Annual General Meeting (“25th AGM”) held on September 27, 2019 approved the appointment of Mr. Narendra Karnavat (DIN: 00027130) as a Non-Executive Director of the Company.

The Shareholders at their 25th AGM held on September 27, 2019 approved the appointment of Mr. Milind Gandhi (DIN: 01658439) as an Independent Director for a period of five years effective from April 01, 2019.

The Shareholders at their 25th AGM held on September 27, 2019 approved the appointment of Mrs. Vandana Vasudeo (DIN: 00006899) as an Independent Director for a period of five years effective from November 05, 2018.

Mr. Bharat Kumar Khaitan, resigned as an Independent Director of the Company w.e.f. October 25, 2019.

Mr. Prasan Bhandari (DIN: 08602274) was appointed as an Additional Independent Director for a period of five years with effect from November 07, 2019 at the meeting of Board of Directors held on November 07, 2019 subject to approval of shareholders at the ensuing Annual General Meeting.

Mrs. Ranjana Auti was appointed as Chief Financial Officer of the Company with effect from April 18, 2019 pursuant to Section 203 of the Companies Act, 2013.

Mr. Narendra Laxman Arora (DIN: 03586182) was appointed as an Additional Director and re-designated as Wholetime Director for a period of five years with effect from July 01,2020 at the meeting of Board of Directors held on June 29, 2020 subject to approval of shareholders at the ensuing Annual General Meeting.

During the year, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission and reimbursement of expenses incurred by them for the purpose of attending meetings of the Company.

8. RETIREMENT BY ROTATION

In accordance with the provisions of Section 152 of Companies Act, 2013 read with Rules made thereunder and the Articles of Association of the Company, Mr. Narendra Karnavat (DIN: 00027130) is retiring by rotation at the ensuing Annual General Meeting and being eligible, have offered himself for re-appointment.

9. 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.

The information required under Section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are in Annexure ‘D.

10. BOARD & COMMITTEE MEETINGS

a) Board Meeting and Attendance

During the financial year 2019-20, Five (5) Board Meetings were held on April 18, 2019, May 17, 2019, August 19, 2019, November 07, 2019 and February 14, 2020 and the gap between two Board Meetings did not exceed 120 days.

Details of attendance at the Board of each Director are as follows:

Name Category No of Meeting entitled to attend No. of Board Meetings attended during the year 2019-20 Whether attended last AGM held on September 27, 2019
Mrs. Vandana Vasudeo Non - Executive Independent Director 5 5 No
Mr. Milind Gandhi Non - Executive Independent Director 5 5 Yes
Mr. Narendra Karnavat Promoter and Non - Executive Director 5 5 Yes
Mr. Bharat Kumar Khaitan Non - Executive Independent Director 3 2 No
Mr. Prasan Bhandari Non - Executive Independent Director 1 1 NA

b) Audit Committee Meeting and Attendance

During the Financial Year 2019-20, total Four (4) Audit Committee Meetings were held on May 17, 2019, August 19, 2019, November 07, 2019 and February 14, 2020.

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 as on March 31,2020 are as follows:

CHAIRMAN: Mr. Milind Gandhi

MEMBERS: Mr. Narendra Karnavat, Mr. Prasan Bhandari and Mrs. Vandana Vasudeo

Mr. Prasan Bhandari, Non-Executive Independent Director of Company was appointed as Member of the Audit Committee w.e.f. November 07, 2019.

Mr. Bharat Kumar Khaitan, Non-Executive Independent Director of Company ceased to be member of the Audit Committee w.e.f. October 25, 2019.

The attendance at the Meeting is as under:

Name of the Member No of Meeting entitled to attend No of Meeting attend
Mr. Milind Gandhi 4 4
Mr. Narendra Karnavat 4 4
Mr. Bharat Kumar Khaitan 2 2
Mrs. Vandana Vasudeo 4 4
Mr. Prasan Bhandari 1 1

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.

c) Nomination & Remuneration Committee Meeting and Attendance

During the Financial Year 2019-20, Four (4) Nomination & Remuneration Committee Meeting were held on April 18, 2019, August 19, 2019, November 07, 2019 and February 14, 2020.

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

The details of the Composition of the Nomination & Remuneration Committee are as on March 31,2020 as follows:

CHAIRMAN: Mr. Milind Gandhi

MEMBERS: Mr. Narendra Karnavat, Mr. Prasan Bhandari and Mrs. Vandana Vasudeo

Mr. Prasan Bhandari, Non-Executive Independent Director of Company was appointed as Member of the Nomination & Remuneration Committee w.e.f. November 07, 2019.

Mr. Bharat Kumar Khaitan, Non-Executive Independent Director of Company ceased to be member of the Nomination & Remuneration Committee w.e.f. October 25, 2019.

The attendance at the Meeting is as under:

Name of the Member No of Meeting entitled to attend No of Meeting attend
Mr. Milind Gandhi 4 4
Mr. Narendra Karnavat 4 4
Mr. Bharat Kumar Khaitan 2 1
Mrs. Vandana Vasudeo 4 4
Mr. Prasan Bhandari 1 1

The Company Secretary of the Company acts as Secretary of the Committee.

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.

d) Stakeholders Relationship Committee:

During the Financial Year 2019-20, Two (2) Stakeholders Relationship Committee Meeting were held on May 17, 2019 and February 14, 2020.

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

The details of the Composition of the Stakeholders Relationship Committee are as on March 31,2020 as follows:

CHAIRMAN: Mr. Milind Gandhi

MEMBERS: Mr. Narendra Karnavat, Mr. Prasan Bhandari and Mrs. Vandana Vasudeo

Mr. Prasan Bhandari, Non-Executive Independent Director of Company was appointed as Member of the Stakeholders Relationship Committee w.e.f. November 07, 2019.

Mr. Bharat Kumar Khaitan, Non-Executive Independent Director of Company ceased to be member of the Stakeholders Relationship Committee w.e.f. October 25, 2019.

The attendance at the Meeting is as under:

Name of the Member No of Meeting entitled to attend No of Meeting attend
Mr. Milind Gandhi 2 2
Mr. Narendra Karnavat 2 2
Mr. Bharat Kumar Khaitan 1 1
Mrs. Vandana Vasudeo 2 2
Mr. Prasan Bhandari 1 1

The Company Secretary of the Company acts as Secretary of the Committee.

e) Independent Directors Meeting:

During the Financial Year 2019-20, One (1) Independent Committee Meeting was held on February 14, 2020.

The attendance at the Meeting is as under:

Name of the Member No of Meeting entitled to attend No of Meeting attend
Mr. Milind Gandhi 1 1
Mr. Prasan Bhandari 1 1
Mrs. Vandana Vasudeo 1 1

f) Buyback Committee Meeting:

During the Financial Year 2019-20, Four (4) Buyback Committee Meeting was held on April 08, 2019, April 16, 2019, May 29, 2019 and July 03, 2019.

Name of the Member No of Meeting entitled to attend No of Meeting attend
Mr. Milind Gandhi 4 4
Mr. Narendra Karnavat 4 4
Mrs. Vandana Vasudeo 4 4

11. 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.

12. DECLARATION BY AN INDEPENDENT DIRECTOR(S)

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.

13. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

The Companys policy on Directors Appointment and Remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under subsection (3) of Section 178 of the Companies Act, 2013 is available on Companys website at the link www. glancefinance.com.

14. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34(2)(e) of SEBI Listing Obligations and Disclosure Requirements, 2015 is annexed herewith as “Annexure C”.

15. AUDITORS

i) STATUTORY AUDITORS:

As per the provisions of Section 139 of the Act, M/s. Amar Bafna & Associates, Chartered Accountants (ICAI Firm Registration No. 114854W), were appointed as Statutory Auditors of your Company at the 23rd AGM held on September 29, 2017 to hold office until the conclusion of the 28th AGM. However, vide their letter dated August 10, 2020 have resigned as Statutory Auditors of your Company due to merger of Firm with M/s. JMT & Associates, Chartered Accountants. The Board thus appointed M/s. JMT & Associates, Chartered Accountants (ICAI Firm Registration No. 104167W) as Statutory Auditors of your Company effective from August 10, 2020 in the casual vacancy caused by the said resignation till the conclusion of the forthcoming AGM and have sought approval of members to appoint them for the aforesaid period.

M/s. JMT & Associates have consented to act as statutory auditors of the Company for the Financial Year 2020-21 i.e. up to the 27th AGM of the Company and given a certificate in accordance with Section 139, 141 and other applicable provisions of the Act to the effect that their appointment, if made, shall be

in accordance with the conditions prescribed and that they are eligible to hold office as Statutory Auditors of the Company. As required under Regulation 33 of the Listing Regulations, Statutory Auditors have confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

Necessary resolution and explanation thereto have been provided in the AGM notice seeking approval of members.

Auditors Report:

There are no qualifications, reservations or adverse remarks made by erstwhile Statutory Auditors, in their report. The Auditors have not reported any frauds.

ii) SECRETARIAL AUDITOR:

As per Section 204 of the Companies Act, 2013, and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, as amended, the Company has appointed Mr. Shivhari Jalan, Practicing Company Secretaries, Mumbai, to conduct the Secretarial Audit of your Company for the financial year 2019-20.

Secretarial Audit Report:

As required by Section 204 of the Act, 2013, the Secretarial Audit Report for the year 2019-20 given by M/s Shivhari Jalan & Co., practicing Company Secretary for auditing the Secretarial and related records is attached herewith as “Annexure A” to the Boards Report.

The Secretarial auditor has given following observation:

The Company has appointed Chief Financial Officer w.e.f. 18.04.2019.

Directors comments:

The observation by secretarial auditor is self-explanatory.

16. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

M/s. P. C. Deora & Co. Chartered Accountants, Mumbai is re-appointed as the Internal Auditors of the company for the Financial Year 2019-20.

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.

17. VIGIL MECHANISM

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 behavior, actual or suspected fraud or violation of the Companys 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.

18. 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 Companys 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. Details of the Risk management Policy have been uploaded on the website of the Company.

19. 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, 2020 made under the provisions of Section 92 (3) of the Act in Form MGT-9 is annexed herewith as “Annexure B”.

20. 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.

21. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The particulars of loans given and investments made as at 31.03.2020 have been disclosed in the financial statements. There are no guarantees given by the Company as at 31.03.2020.

22. RELATED PARTY TRANSACTIONS

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arms length basis. These transactions with Related parties during the financial year 2019-20 were not material within the meaning and scope of Section 188 of Companies Act, 2013. Materiality w.r.t Transactions with Related Parties: The Transactions with Related Parties, if any are identified as material based on policy of materiality defined by Board of Directors. Any transaction which is likely to exceed/ exceeds 10% of previous years Turnover of the Company during the current financial year is considered as Material by the Board of Directors. Thus the information pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 in Form AOC-2 is not applicable to the Company.

23. CORPORATE GOVERNANCE

Regulations 17 to 27 and Clauses (b) to (i) of sub-regulation (2) of regulation 46 and para C, D, and E of Schedule V of the SEBI (LODR) Regulations, 2015 are not applicable to the Company as the paid up Share Capital of the Company is less than 10 Crores and its Net Worth does not exceed 25 Crores as on 31st March, 2019. Hence, the Corporate Governance Report is not included in this Report.

For the financial year 2020-21 Regulations 17 to 27 and Clauses (b) to (i) of sub-regulation (2) of regulation 46 and para C, D, and E of Schedule V of the SEBI (LODR) Regulations, 2015 are not applicable to the Company as the paid up Share Capital of the Company is less than 10 Crores and its Net Worth does not exceed 25 Crores as on 31st March, 2020.

24. GENERAL DISCLOSURES

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. The Company has not issued any shares with differential rights and hence no information as per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

2. The Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Section 54(1)(d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

3. The Company has not issued any equity shares under Employees Stock Option Scheme during the year under review and hence no information as per provisions of Section 62(1)(b) of the Act read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

4. During the year under review, there were no instances of non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014 is furnished.

5. No orders have been passed by any Regulator or Court or Tribunal which can have an impact on the going concern status and the Companys operations in future.

25. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMAN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place a policy for prevention of Sexual Harassment at the Workplace in line with the

requirements of Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013.

In terms of section 22 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, we report that, during 2019-20, no case has been reported under the said act.

26. (a) 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.

(b) FOREIGN EXCHANGE EARNINGS AND OUTGO

There was no foreign exchange inflow or outflow during the year under review.

27. CORPORATE SOCIAL RESPONSIBILITY

The Provisions of Section 134(3)(o) and Section 135 of the Companies Act, 2013 read with Rule 8 of Companies (CSR Policy) Rules, 2014 regarding Corporate Social Responsibility do not apply to the company for the period under review.

28. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement of Section 134(5) of the Companies Act, 2013 with respect to Directors Responsibility Statement, it is hereby confirmed that:-

(a) In the preparation of the Annual Accounts for the year ended 31st March, 2020, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

(b) 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, 2020 and of the loss of the Company for the year ended on that date;

(c) 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;

(d) The annual accounts for the year ended 31st March, 2020 have been prepared on a going concern basis;

(e) Directors has laid down internal financial controls to be followed by the Company and such Internal Financial Controls are adequate and operating effectively;

(f) Proper systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

29. FAMILIARIZATION PROGRAMS OF INDEPENDENT DIRECTORS

Your Company has established well defined familiarization and induction program. Further, at the time of the appointment of an Independent Director, the Company issues a Letter of appointment outlining his / her role, function, duties and responsibilities.

30. SUBSIDIARIES/ ASSOCIATES/JOINT VENTURES

The Company has no subsidiary/Joint ventures/Associate Companies as per the provisions of Companies Act, 2013.

31. LISTING WITH STOCK EXCHANGES:

The Company confirms that it has paid the Annual Listing Fees for the year 2020-21 to BSE where the Companys Shares are listed.

32. 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.

33. STATEMENT ON COMPLIANCES OF SECRETARIAL STANDARDS:

The Board of Directors have complied with applicable Secretarial Standards as specified u/s. 118 of Companies Act, 2013.

34. UNCLAIMED DIVIDEND AND UNCLAIMED SHARES:

As at March 31,2020, dividend amounting to Rs. 147,719/- has not been claimed by the shareholders.

The Company has been intimating the shareholders to lodge their claim for dividend from time to time.

Under the provisions of Section 124 and 125 of The Companies Act, 2013 and Rules framed thereunder and Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 read with the relevant circulars and amendments thereto, dividends that remain unclaimed for a period of seven years from the date of declaration are required to be transferred to the Investor Education and Protection Fund (IEPF) administered by the Central Government.

Further as per the provisions of Section 124(6) of The Companies Act, 2013 read with the Investor Education & Protection Fund Authority (Accounting, Audit, Transfer & Refund) Rules 2016, the shares in respect of which the dividend has not been claimed for seven (7) consecutive years are required to be transferred by the Company to the designated Demat account of the IEPF Authority.

The unclaimed dividend in respect of financial year 2013-14 & 2014-15 must be claimed by shareholders on or before Nov, 2021 & Nov 2022 respectively failing which the Company will transfer the unclaimed dividend and the corresponding shares to the IEPF within a period of 30 days from that date. The concerned shareholders, however, may claim the dividend and shares from IEPF, the procedure for which is detailed in the Shareholders Information section of this Report.

As at March 31, 2020 there is no unpaid/ unclaimed Dividend and the shares to be transferred to the Investor Education & Protection Fund.

In terms of the IEPF (Uploading of information regarding unpaid and unclaimed amounts lying with Companies) Rules, 2012, the Company has made the relevant disclosures to the Ministry of Corporate Affairs (MCA) regarding unpaid/unclaimed dividends.

35. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

There were no orders passed by any Regulator or Court during the year.

36. ACKNOWLEDGEMENT

Your Directors acknowledge with gratitude the support received by the Company from the Banks, Government Agencies/ organizations and employees of your Company.

Your Directors also acknowledge with thanks the faith reposed by the Investors in the Company and look forward to their continued support for times to come

By order of the Board of Directors,
For GLANCE FINANCE LIMITED
Narendra Karnavat
Chairman
(DIN:00027130)
Place: Mumbai.
Date: 10.08.2020