Global Infratech Director Discussions


Dear Members,

We are pleased to present the report on our business and operations for the year ended 31st March, 2019.

1. Results of our Operations:

The Companys financial performance for the year ended 31st March, 2019 is summarized below;

Particulars FY 2018-2019 FY 2017-2018
Revenue from Operations 388.09 677.80
Other Operating Income - -
Other Income 0.94 -
Total Income 389.03 677.81
Total Expenses 389.07 834.72
Profit Before Tax & Extraordinary Items -0.03 -156.91
Tax Expense:
-Current Tax - -
-Deferred Tax Liability/(Assets) - 0.08
Net Profit/(Loss) for the Year -0.03 -156.99

a. Review of operations and affairs of the Company:

During the year under review, the Company incurred a Loss before Interest, Depreciation & Tax of Rs. 7.05 Lacs as compared to Loss of previous year Rs. 147.23 Lacs. The net loss for the year under review has been Rs. 0.03 Lacs as compared to the previous year net loss Rs.156.99 Lacs. The Company is into the Business of providing financial assistance, as a part of treasury operation to Corporate Houses and HNIs as well as investing its surplus funds in Equity Market.

Your company is constantly making endeavors to in tapping the new opportunities.

b. Dividend:

Your Directors do not recommend any dividend for the year under review and has decided to retain the surplus with the Company for furthering the growth of the Company.

c. Transfer to Reserves:

Net Loss of Rs. 0.03 Lacs for the FY 2018-2019, No amount could be transferred to Statutory Reserve A/c in compliance with the Section 45 IC (i) of the Reserve Bank Act, 1934.

d. Deposits:

During the year under review, your company has not accepted any deposits from the public within the meaning of section 76 of the Companies Act 2013 and the rules made there under. There are no public deposits, which are pending for repayment.

e. Particulars of loans, guarantees or investments:

As provisions of section 186 of the Companies Act, 2013 is not applicable to NBFC Company, the disclosure under Section 186 of the Companies Act, 2013 has not been made.

f. Particulars of contracts or arrangements made with related parties:

The company has not entered into any contracts or arrangements with related parties referred to in section 188(1) of the Companies Act, 2013, during the financial year under review. The Policy on Related Party Transaction is available on our website www.globalinfrafin.com.

g. Variation in Market Capitalization:

Particulars As at 31st March, 2019 As at 31st March, 2018
Market Value per share 2.17 74.05
No. of Shares 2,62,40,830 2,62,40,830
Market Capitalization 56942601.1 1,94,31,33,462
EPS 0.00 -0.06
Price earnings ratio 0.00 -123.77
Percentage increase/(decrease) in the Market Price of the Shares in Comparison with the last year figures. (-97.07%)

h. Managements Discussion and Analysis:

Managements Discussion and Analysis Report for the year under review, as stipulated under SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, is appended as Annexure I to this report.

i. Directors Responsibility Statement:

Pursuant to Section 134(3) (c) and Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that:

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;

(ii) 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;

(iii) the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 (erstwhile Companies Act, 1956) for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) the directors have prepared the annual accounts on a going concern basis;

(v) the directors have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively;

(vi) The directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

j. Recommendations of the Audit Committee:

During the year under review, all the recommendations made by the Audit Committee were accepted by the Board.

2. Human Resource Management:

To ensure good human resources management at Global Infratech & Finance Limited, we focus on all aspects of the employee lifecycle. This provides a holistic experience for the employee as well. During their tenure at the Company, employees are motivated through various skill-development, engagement and volunteering programs. All the while, we create effective dialogs through our communication channels to ensure that the feedback reach the relevant teams, including the leadership.

a. Particulars of employees:

The table containing the names and other particulars of employees in accordance with the provisions of 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 appended as Annexure II to this report. The Details of the Top 10 employees as on 31st March, 2018 as prescribed in the Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are as follow;

Particulars of Employees as on 31 March 2019

Name Mr. CHANDRASHEKHAR GOVINDRAM PUROHIT Miss. Ankita Chavan Mr. Rakesh
Age 44 24 38
Designation CFO Admin Admin
Nature of Employment Permanent Permanent Permanent
Monthly Remuneration NIL 12,000 15,000
Qualification HSC Graduate. SSC
Experience in years 3 years 9 years
Date of Joining 01.08.2017 01.01.2018 02.01.2016
Particulars of Previous Employment CFO Admin Admin

Note: As on 31st March, 2019, the company has only 2 employees on the permanent roles of the Company

Further the Company currently do not provide any Employee Stock Option Scheme / Employee Stock Purchase Scheme to its employees.

b. Key Managerial Personnel: i. Managing Director or Chief Executive Officer or Manager and in their absence, a

Whole-Time Director:

• There was no change in Key Managerial Personnel during the year.

ii. Company Secretary:

• During the year under review, the Board did not find a suitable candidate for the position of Company Secretary. The Board is in the Process of identifying a suitable candidate for the position of Company Secretary.

iii. Chief Financial Officer:

• There was no change in Chief financial officer during the financial year.

3. Corporate Governance:

Corporate governance is an ethically driven business process that is committed to values aimed at enhancing an organizations brand and reputation. This is ensured by taking ethical business decisions and conducting business with a firm commitment to values, while meeting stakeholders expectations. At Global Infratech & Finance Limited, it is imperative that our company affairs are managed in a fair and transparent manner. This is vital to gain and retain the trust of our stakeholders. The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by SEBI. The Company has also implemented several best corporate governance practices as prevalent globally.

The Report on corporate governance as stipulated under SEBI (Listing Obligations & Disclosure Requirements), Regulations, 2015 is appended as Annexure III to this report.

a. Auditors certificate on corporate governance:

As required under SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Auditors certificate on corporate governance is appended as Annexure IV to this report.

b. Compliance Department:

Mr. Pradeep Bissa (DIN: 07361524) became the Compliance Officer of the Company for complying with the requirements of SEBI (Prohibition of Insider Trading) Regulation, 1992 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Compliance Department of the Company is responsible for independently ensuring that the operating and business units comply with regulatory and internal guidelines. New instructions/guidelines issued by the regulatory authorities were disseminated across the company to ensure that the business and business units operate within the boundaries set by the regulators and that compliance risks are suitably monitored and mitigated in course of their activities & processes.

c. Information on the Board of Directors of the Company:

There were no changes in the Composition of Board of Directors during the Financial year under review; The Composition of Board of Directors are as follows:

S.NO Name of the Director DIN Designation
1 PRADEEP KUMAR ASOOLAL BISSA 07361524 Managing Director
2 SARITA PRADIP BISSA 07361557 Director
3 SHRAVAN MAGAN SANGALE 07521590 Director
4 SONU KUMAR TIWARI 07962930 Director

In compliance with the Companies Act, 2013 the following directors are proposed to be appointed as Director/Independent Directors/Executive Director of the Company by the approval of the Share Holders of the Company;

d. Board Diversity:

The Company recognizes and embraces the importance of a diverse board in its success. We believe that a truly diverse board will leverage differences in thought, perspective, knowledge, skill, regional and industry experience, cultural and geographical background, age, ethnicity, race and gender, which will help us retain our competitive advantage. The Board has adopted the Board Diversity Policy which sets out the approach to diversity of the Board of Directors. The Board Diversity Policy is available on our website www.globalinfrafin.com.

e. Details with regards to meeting of Board of Directors of the Company:

During the FY 2018-2019, 4 (Four) meetings of the Board of Directors of the Company were held. For further details with regards to the meeting of Board of Directors, please refer to the Corporate Governance Report which forms part of this Report.

f. Policy on directors appointment and remuneration:

The current policy is to have an appropriate mix of Executive, Non-executive and Independent Directors to maintain the independence of the Board, and separate its functions of governance and management. As on 31st March, 2019, the Board consist of 4 Members, (one) Executive Director, (one) Non-Executive & Non-Independent Director and the (two) Independent Directors. The Board periodically evaluates the need for change in its composition and size.

The Policy of the Company on Directors appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of director and other matters provided under Section 178(3) of the Companies Act, 2013, adopted by the Board, is appended as Annexure V to this report. We affirm that the remuneration paid to the director is as per the terms laid out in the said policy.

g. Declaration by Independent Directors:

The Company has received necessary declarations from each Independent Director under Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 16(b) of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

h. Training of Independent Directors:

Every new Independent Director at the time of appointment is issued a detailed Appointment Letter incorporating the role, duties and responsibilities, remuneration and performance evaluation process, Code of Conduct and obligations on disclosures.

Further every new Independent Director is provided with copy of latest Annual Report, the Code of Conduct, the Code of Conduct for Internal Procedures and to Regulate, Monitor and

Report Trading by Insiders ("Code of Conduct - PIT") and the Code of Practices & Procedures for Fair Disclosure of Unpublished Price Sensitive Information (the "Fair Practice Code"), Tentative Schedule of upcoming Board and Committee meetings.

The Company through its Executive Directors / Key Managerial Personnel conduct programs /presentations periodically to familiarize the Independent Directors with the strategy, operations and functions of the Company.

Thus such programs / presentations provides an opportunity to the Independent Directors to interact with the senior leadership team of the Company and help them to understand the Companys strategy, business model, operations, services and product offerings, markets, organization structure, finance, human resources, technology, quality, facilities and risk management and such other areas as may arise from time to time. The Policy on the Familiarization Programme for Independent Directors is available on our website www.globalinfrafin.com.

i. Boards Committees:

Currently, the Board has three committees: The Audit Committee, the Nomination and Remuneration Committee, and the Stakeholders Relationship Committee. All Committees are appropriately constituted.

A detailed note on the Board and its Committees, including the details on the dates of Meetings is provided under the Corporate Governance Report of this Annual Report. The composition of the committees and compliances, as per the applicable provisions of the Act and Rules, are as follows:

Name of the Committee Name of the Company Member Position In the Committee
Mr. PRADEEP KUMAR ASOOLAL BISSA Chairman
Audit Committee Mr. Sonu Tiwari Member
Mr. SHRAVAN MAGAN SANGALE Member
Mrs. SARITA PRADIP BISSA Chairman
Nomination and Remuneration Mr. SHRAVAN MAGAN Member
SANGALE
Committee
Mrs. SONU TIWARI Member
Mr. PRADEEP KUMAR Chairman
Stakeholders Relationship Committee ASOOLAL BISSA
Mrs. SARITA PRADIP BISSA Member
Mrs. SONU TIWARI Member
Date of Committee Meeting Total Number of Committee
Member attended Meeting
30th May 2018 4
14th August 2018 4
14th November 2018 4
14th February 2019 4

j. Board Evaluation:

The Board of Directors has carried out an annual evaluation of its "own performance", "Board Committees" and "Individual Directors" pursuant to the section 134(3) of the Companies Act, 2013 and SEBI (Listing Obligations & Disclosure Requirements) Regulation, 2015.

The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of the criteria such as the Board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the Committees was evaluated by the Board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.

The Board and the Nomination and Remuneration Committee ("NRC") reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

In a separate meeting of Independent Directors, performance of Non-Independent Directors, performance of the Board as a whole was evaluated, The same was discussed in the Board Meeting that followed the meeting of the Independent Directors at which the report as submitted by the Independent Directors was taken on record and discussed.

k. Listing:

The Equity Shares of the Company are listed on BSE Limited having its office at P. J. Towers, Dalal Street Fort, Mumbai 400001. Your Company paid the Listing Fees to the BSE Limited for FY 2017-18 as well as for 2018-19 in terms of Erstwhile Listing Agreement and Uniform Listing Agreement entered with the said Stock Exchange(s).

4. Auditors:

a. Statutory Auditor:

At the Annual General Meeting held on 18th September, 2017, M/s. S K Doshi & Associates, Chartered Accountants (Firm Registration No. 102749W), were appointed as Statutory Auditors of the Company from the conclusion of the 22 Annual General Meeting of the Company held on 18th September, 2017 till the conclusion of the 27 Annual General Meeting to be held in the year 2022. In terms of the first proviso to Section 139 of the Companies Act, 2013, the appointment of the auditors shall be placed for ratification at every Annual General Meeting. Accordingly, the appointment of M/s. S K Doshi & Associates, Chartered Accountants, as Statutory Auditors of the Company, is placed for ratification by the shareholders. In this regard, the Company has received a certificate from the Auditors to the effect that if they are reappointed, it would be in accordance with the provisions of Section 141 of the Companies Act, 2013.

b. Secretarial Auditors:

According to the provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Secretarial Audit Report submitted by Secretarial Auditor PCS Harsh Gor (COP No. 14269).

The Secretarial Audit Report for the FY 2018-2019 is appended as Annexure VI to this report.

c. Comments of the Board on the qualification/reservation/adverse remarks/disclosure made:

(i) by the Statutory Auditors in the Audit Report:

The Auditors report do not contain any qualifications, reservations or adverse remarks

(ii) by the Secretarial Auditors in the Secretarial Audit Report:

a) The Company has not appointed a Company Secretary and/or Compliance Officer in terms of Section 203 (1)(ii) of the Companies Act, 2013 and Regulation 6 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulation, 2015.

The Board with respect to the above-mentioned qualification herewith submits that, the Board is in the Process of identifying a suitable candidate for the position of Company Secretary.

b) The Company has appointed a Chief Financial Officer in terms of Section 203 (1)(iii) of the Companies Act, 2013.

Mr. Chandrashekhar G Purohit as Chief Financial Officer of the Company w.e.f. 1stAugust, 2017

c) The Company has not appointed an Auditor/Firm of Auditors who has/have subjected himself/themselves to peer review process and holds a valid certificate issued by Peer Review Board of Institute of Chartered Accountants of India as stipulated under Regulation 33 (1)(d) SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015.

The Board with respect to the above mentioned qualification herewith submits that, the Board is in the Process of identifying a suitable Auditor/Firm of Auditors who has/have subjected himself/themselves to peer review process and holds a valid certificate issued by Peer Review Board of Institute of Chartered Accountants of India; However, the Board of Directors are of the view that M/s. S K Doshi & Associates, Chartered Accountants, the Statutory Auditors of the Company are competent to handle the Statutory Audit of the Company.

d. Internal Financial Control:

The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures.

e. Risk Management:

The Company has a robust Risk Management framework to identify, evaluate business risks and opportunities. This framework seeks to create transparency, minimize adverse impact on the business objectives and enhance the Companys competitive advantage. The business risk framework defines the risk management approach across the enterprise at various levels including documentation and reporting. The framework has different risk models which help in identifying risks trend, exposure and potential impact analysis at a Company level as also separately for business segments. The Company has identified various risks and also has mitigation plans for each risk identified. The Risk Management Policy of the Company is available on our website www.globalinfrafin.com.

f. Vigil Mechanism:

The Company has established a mechanism for Directors and Employees to report their concerns relating to frauds, malpractices or any other activities or events which are against the interest of the Company. The same has been disclosed in the Corporate Governance Report under the heading Whistle Blower Policy, which forms part of the Directors Report. The

Whistle Blower Policy is available on our website www.globalinfrafin.com.

g. Statement on Material Subsidiary:

The Company currently do not have any Material Subsidiary. The Policy on Identification of Material Subsidiaries available on our website www.globalinfrafin.com.

5. Corporate Social Responsibility:

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the provisions of Section 135 of the Companies Act, 2013 is not applicable to the company.

6. Particulars on conservation of energy, research and development, technology absorption and foreign exchange earnings and outgo:

(i) Energy Conservation:

Conservation of energy continues to receive increased emphasis and steps are being taken to reduce the consumption of energy at all levels. The Company has taken steps to conserve energy in its office use, consequent to which energy consumption had been minimized. No additional Proposals/ Investments were made to conserve energy. Since the Company has not carried on industrial activities, disclosure regarding impact of measures on cost of production of goods, total energy consumption, etc, are not applicable.

(ii) Foreign Exchange Earnings and Outgo:

Amount in Lacs
Particulars 2019 2018
Earnings - -
Expenditure - -

(iii) Research and Development & Technology Absorption:

The Company has not adopted any technology for its business and hence no reporting is required to be furnished under this heading. The Company will adopt necessary technology as and when required in the furtherance of the business.

7. Others:

a. Extract of Annual Return:

In accordance with Section 134(3) (a) and Section 92(3) of the Companies Act, 2013, an extract of the annual return in the prescribed format is appended as Annexure VII to this Report.

b. Significant and Material Orders:

There has been no instance of non-compliance by the Company on any matter related to Capital Markets.

c. Disclosure under the Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act 2013:

The Company has in place an Anti-Sexual Harassment Policy in line with the requirement of the Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act 2013. All the employees (permanent, contractual, temporary, trainees) are covered under this policy.

During the year under review, no complaints were received falling under the category of Sexual Harassment of Women.

d. Fraud Reporting:

No Fraud has been reported by the Auditors of the Company under Section 143(12) of the Companies Act, 2013.

e. Other Disclosures:

Your Directors state that no disclosure or reporting is required in respect to the following items as there were no transactions on these items during the year under review: (i) Issue of equity shares with differential rights as to dividend, voting, or otherwise. (ii) Issue of shares (including sweat equity shares) to employees of the company under any scheme. (iii) Redemption of Preference Shares and/or Debentures.

8. ACKNOWLEDGEMENT:

Your Directors wish to place on record their appreciation for the contribution made by the employees at all levels but for whose hard work, and support, your companys achievements would not have been possible. Your Directors also wish to thank its customers, dealers, agents, suppliers, investors and bankers for their continued support and faith reposed in the company.

By Order of the Board of Directors

For GLOBAL INFRATECH & FINANCE LIMITED

Sd/- Sd/-
Pradeep Bissa SHRAVAN MAGAN SANGALE
(DIN: 07361524) DIN: 07521590
Managing Director DIRECTOR
Date: 07.09.2019
Place: Mumbai