Glance Finance Ltd Directors Report.

Dear Shareholders,

Your Directors are pleased to present their 25th Annual Report on the business and operations of your Company along with the audited Financial Statements for the Financial Year ended March 31,2019. 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 31,2019 are summarized below:

PARTICULARS 2018-2019 2017-2018
Revenue from Operation 432.09 1031.39
Other Income 0.38 0.05
Total Revenue 432.47 1031.44
Profit before Depreciation & Tax (PBDT) 53.64 69.35
Less: Depreciation 3.59 6.83
Profit before Taxation 50.05 62.52
Less: Current Tax 7.81 26.00
Less/(Add): Deferred Tax 0.42 (7.36)
Less/(Add): Mat Credit Entitlement (7.42) -
Less/(Add): Earlier years adjustments 0.01 11.29
Net Profit 49.23 32.59

2. OPERATIONS

During the year under review, your Company has earned profit after tax of Rs. 49.23 lakhs as against Rs. 32.59 lakhs during the previous year and profit after tax has been increased by 51.06% compared to previous financial year. The Company expects the situation to further improve in the year 2019-20. During the year under review, there is no change in the nature of business.

3. SHARE CAPITAL

As at March 31,2019, 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 Redeemable Preference Shares of Rs. 100/- each.

The paid up Equity Share Capital as on 31st March, 2019 was Rs. 3,02,52,000.

Buy-Back of Shares:

The Board of Directors of the Company at their meeting held on February 13, 2019 passed a resolution to buyback equity shares of the Company and sought approval of shareholders, by a special resolution, through Postal Ballot Notice. Through the Postal Ballot Notice dated February 13, 2019, (including e-voting), the shareholders of the Company have approved, by way of special resolution, the results of which were announced on April 6, 2019, the Buyback of up to 7,50,000 fully paid-up equity shares of face value of Rs. 10/- each of the Company representing 24.95% of the outstanding equity shares of the Company at a maximum price of Rs. 50/- (Rupees Fifty only) per Equity Share (including a premium of Rs. 40/- per equity share) payable in cash for a maximum aggregate amount of up to Rs. 3,75,00,000/- (Rupees Three Crore Seventy Five Lakh only) (excluding Companys Transaction Cost), which is 24.48% of the total paid-up equity share capital and free reserves (including securities premium) as per the audited financials of the Company for the financial year ended March 31,2018, which is not exceeding 25% of the total paid-up equity share capital and free reserves.

The Buy Back of 7,50,000 fully paid-up equity shares of face value of Rs. 10/- each was completed on July 03, 2019 and after buyback paid up Equity Share Capital of Company is Rs. 2,27,52,000/-.

4. DIVIDEND

With a view to conserve funds for the operations of the company, your Directors have not recommended any dividend on the Equity Shares for the financial year under review.

5. TRANSFER TO RESERVES

The Board of Directors of your Company has transferred an amount of Rs. 9,84,629/- to the Reserve fund maintained under Section 45IC of the RBI Act, 1934. Post transfer of profits to reserve fund, your Board proposes to retain Rs. 39,38,518/- in the Profit and Loss Account.

6. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The Shareholders at their 24th Annual General Meeting ("24th AGM") held on September 27, 2018 approved the appointment of Mr. Narendra Karnavat (DIN: 00027130) as a Non-Executive Director of the Company.

The Shareholders at their 24th AGM held on September 27, 2018 approved the appointment of Mr. Bharat Kumar Khaitan (DIN: 00246487) as an Independent Director for a period of five years effective from March 23, 2018.

Mr. Dewang Doshi was appointed as a Manager of the Company with effect from May 19, 2018 pursuant to Section 196 and 197 of the Companies Act, 2013 at the meeting of Board of Directors held on May 19, 2018 and his appointment was approved by the shareholder in the 24th AGM held on September 27, 2018.

Mrs. Vandana Vasudeo (DIN: 00006899) was appointed as an Additional Non-Executive Director with effect from May 19, 2018 and her appointment as Non-Executive Director was approved by the shareholder in the 24th AGM held on September 27, 2018. Mrs. Vandana Vasudeo (DIN: 00006899) re-designated as an independent director for a period of five years with effect from November 05, 2018 at the meeting of Board of Directors held on November 05, 2018 subject to approval of shareholders at the ensuing Annual General Meeting.

Mr. Chirag Bhuptani was appointed as Company Secretary and Compliance Officer of the Company with effect from July 12, 2018 pursuant to Section 203 of the Companies Act, 2013 and Regulation 6(1) of the Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulation, 2015.

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.

The first term of five (5) years of Mr. Milind Gandhi (DIN: 01658439) as an Independent Director of the Company concluded on March 31,2019. Based on the recommendation of the Nomination & Remuneration Committee, the Board has approved and recommended the reappointment of Mr. Milind Gandhi as an Independent Director on the Board of the Company for second term of five (5) years effective April 01,2019.

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.

7. 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.

8. 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.

9. BOARD & COMMITTEE MEETINGS

a) Board Meeting and Attendance

During the financial year 2018-19, Five (5) Board Meetings were held on May 19, 2018, July 12, 2018, August 14, 2018, November 05, 2018 and February 13, 2019 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 2018-19 Whether attended last AGM held on September 27, 2018
Mrs. Vandana Vasudeo Non - Executive Independent Director 4 2 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 5 4 No

b) Audit Committee Meeting and Attendance

During the Financial Year 2018-19, total Four (4) Audit Committee Meetings were held on May 19, 2018, August 14, 2018, November 05, 2018 and February 13, 2019.

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 31,2019 are as follows:

CHAIRMAN: Mr. Milind Gandhi

MEMBERS: Mr. Narendra Karnavat, Mr. Bharat Kumar Khaitan and Mrs. Vandana Vasudeo

Mrs. Vandana Vasudeo, Non-Executive Independent Director of Company was appointed as Member of the Audit Committee w.e.f. November 05, 2018.

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 4 4
Mrs. Vandana Vasudeo 1 0

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 2018-19, five (5) Nomination & Remuneration Committee Meeting were held on May 19, 2018, July 12, 2018, August 14, 2018, November 05, 2018 and February 13, 2019.

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 31,2019 as follows:

CHAIRMAN: Mr. Milind Gandhi

MEMBERS: Mr. Narendra Karnavat, Mr. Bharat Kumar Khaitan and Mrs. Vandana Vasudeo

Mrs. Vandana Vasudeo, Non-Executive Independent Director of Company was appointed as Member of the Nomination & Remuneration Committee w.e.f. November 05, 2018.

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 5 5
Mr. Narendra Karnavat 5 5
Mr. Bharat Kumar Khaitan 5 4
Mrs. Vandana Vasudeo 1 0

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 2018-19, Four (4) Stakeholders Relationship Committee Meeting were held on May 19, 2018, August 14, 2018, November 05, 2018 and February 13, 2019.

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 31,2019 as follows:

CHAIRMAN: Mr. Milind Gandhi

MEMBERS: Mr. Narendra Karnavat, Mr. Bharat Kumar Khaitan and Mrs. Vandana Vasudeo

Mrs. Vandana Vasudeo, Non-Executive Independent Director of Company was appointed as Member of the Stakeholders Relationship Committee w.e.f. November 05, 2018.

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 4 4
Mrs. Vandana Vas udeo 1 0

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

e) Buy-Back Committee

The Company has constituted Buy-Back Committee for the purpose of the Buyback.

During the Financial Year 2018-19, One (1) Buy-Back Committee Meeting was held on February 13, 2019.

MEMBERS: Mr. Narendra Karnavat, Mr. Milind Gandhi and Mrs. Vandana Vasudeo

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. Narendra Karnavat 1 1
Mrs. Vandana Vasudeo 1 0

f) Independent Directors Meeting:

During the Financial Year 2018-19, One (1) Independent Committee Meeting February 13, 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 1 1
Mr. Bharat Kumar Khaitan 1 1
Mrs. Vandana Vasudeo 1 0

10. 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.

11. 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.

12. 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 sub-section (3) of Section 178 of the Companies Act, 2013 is available on Companys website at the link www.glancefinance.com.

13. 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".

14. AUDITORS

i) STATUTORY AUDITORS:

M/s. Amar Bafna & Associates, Chartered Accountants (Firm Registration No. 114854W), were appointed as Auditors of the Company for a term of 5 (five) consecutive years i.e. up to 31st March, 2022, at the AGM held on September 29, 2017.

The Auditors have confirmed that they are not disqualified from continuing as Auditors of the Company.

Auditors Report:

The Auditors report does not contain any qualifications, reservations or adverse remarks. 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 2018-19.

Secretarial Audit Report:

As required by Section 204 of the Act, 2013, the Secretarial Audit Report for the year 2018-19 given by Mr. Shivhari Jalan, practicing Company Secretary for auditing the Secretarial and related records is attached herewith as "Annexure A" to the Boards Report.

Observation of Secretarial Auditor

The Secretarial auditor has given following observation:

The company has not appointed chief financial officer as required under section 203(1) of the Companies Act, 2013. However company has appointed CFO w.e.f. 18.04.2019.

Directors comments:

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

15. 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 2018-19.

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.

16. 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.

17. 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.

18. 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, 2019 made under the provisions of Section 92 (3) of the Act in Form MGT-9 is annexed herewith as "Annexure B".

19. 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.

20. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The particulars of loans given and investments made as at 31.03.2019 have been disclosed in the financial statements. There are no guarantees given by the Company as at 31.03.2019.

21. RELATED PARTY TRANSACTIONS

There were no Transactions of sale, purchase or supply of materials; sale, disposal, purchase of property of any kind, leasing of property of any kind, availing or rendering of any services, appointment as agent, appointment to any office or place of profit, underwriting etc. with Related Parties within the meaning and scope of Section 188 of Companies Act, 2013. 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.

22. 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.

23. 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.

24. 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 2018-19, no case has been reported under the said act.

25. (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.

26. 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.

27. 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, 2019, 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, 2019 and of the Profit 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, 2019 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.

28. 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.

29. SUBSIDIARIES/ ASSOCIATES/JOINT VENTURES

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

30. LISTING WITH STOCK EXCHANGES:

The Company confirms that it has paid the Annual Listing Fees for the year 2019-20 to BSE where the Companys Shares are listed.

31. 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.

32. 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.

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

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

34. 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: 19th August, 2019