Golden Legand Leasing & Finance Ltd Directors Report.

Dear Members,

Your Directors present their 35th Annual Report and the Companys Audited Accounts for the financial year ended 31st March, 2019.

1. FINANCIAL HIGHLIGHTS

The summarized financial results of the Company for the financial year 2017-18 are given hereunder:

(Rs. in Lakh)
Particulars Year ended 31.3.2019 Year ended 31.3.2018
Sales including excise duty/Income including Job work operations Nil Nil
Other Income 95,876 Nil
Operating Profit(EBITDA) (24,57,121) (10,49,871)
Finance Costs 2,72,434 Nil
Provision for Depreciation 2,23,143 3,68,857
Profit /(Loss) before tax & exceptional items (19,61,544) (6,86,014)
Exceptional Items Nil Nil
Current tax Nil Nil
Profit /(Loss) after Tax (19,61,544) (6,86,014)
Items not to be classified to statement of profit or Loss in subsequent years Nil Nil
Exceptional Items Nil Nil
Total comprehensive income Nil Nil

2. CHANGE IN THE NATURE OF BUSINESS

There was no material change in the nature of business of the Company during the year.

3. OPERATIONS

During the year under review, the gross revenue for the current financial year and previous financial year is Nil. The Company is emerging after many years from loss by starting from zero level. Hence your company is currently at loss due to preliminary expenses been incurred to revive it. The Company is working on its upcoming projects of Payment gateways and Agri-Finance.

4. DIVIDEND

Keeping in view the need for strengthening financial soundness of the company and considering accumulated losses the Directors regret their inability to declare any dividend on Equity Shares of the Company during the year under review.

5. FINANCE:

(i) Share Capital

The paid-up Equity Share Capital as on 31st March, 2019 was Rs. 14,87,00,000/ During the year under review, the Company has not issued shares with differential voting rights nor granted stock options nor sweat equity.

(ii) Fixed Deposits

The Company has not accepted any deposits from the shareholders or public under applicable provisions of the Companies Act 2013 or rules made there under.

(iii) Particulars of loans, guarantees or investments

Details of Loans, Guarantee or Investments made by your Company under Section 186 of the Companies Act, 2013 during the financial year 2018-19 is enclosed as an Annexure E to this Boards Report. During the year under review, the company has not provided any security falling within in purview of Section 186.

6. CORPORATE SOCIAL RESPONSIBILITY:

The Company has no generated any profits in the past years and previous Financial Year, hence the Company is not liable to contribute funds towards Corporate Social Responsibility for the F.Y. 2019-20.

7. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

Pursuant to Section 177(9) of the Companies Act, 2013 and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, the Company has adopted a Whistle-Blower Policy, whereby employees are free to report violations of laws, rules, and regulations, or unethical conduct to the Audit Committee. The details of the Whistle Blower Policy are explained in the Corporate Governance Report and also posted on the website of the Company. During the year the Audit Committee has not received any reference under the policy.

8. RISK MANAGEMENT POLICY:

The Company has no risk management policy to identify, mitigate elements of risk, if any, which in the opinion of the Board may threaten the existence of the company being not applicable to the Company. The Board of Directors and senior management team assess the operations and operating environment to identify potential risks and take necessary mitigation actions.

9. RELATED PARTIES CONTRACTS OR ARRANGEMENTS:

The Company has not made any materially significant Related Party Transactions. Further the said material related Party Transactions made during the year under review were on an arms length basis and in the ordinary course of business.

On the recommendation of the Audit Committee, the Board of Directors has adopted a policy on Related Party Transactions, which is also uploaded on the website of the Company www.gllfl.com under the head ‘Investor Relations and the weblink is provided in the Corporate Governance Report. The Policy envisages the procedure governing related party transactions required to be followed to ensure compliance with the applicable laws and regulations as well as to ensure that the Related Party Transactions are managed and disclosed in accordance with the legal and accounting requirements.

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

There are no significant and material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

11. DIRECTORS

(i) Appointment & Resignation

Ms. Divya Singh Kushwaha (DIN: 07286908) have been appointed as "Managing Director" of the Company subject to approval of the shareholders of the Company for a period of 3 years with effect from 8th March, 2019. Further, Ms. Divya Singh Kushwaha was been appointed as Independent Director of the Company in the Board Meeting held on 29th September, 2018 in accordance with Section 149 (6) of the Companies Act, 2013 and in the Board Meeting held on 8th March, 2019 she was been appointed as Managing Director after change in Designation. The details of the Director are given in the Corporate Governance Report as well as in the Notice of the Annual General meeting.

Further Mr. Lalit Singh been appointed as Independent Director on 29th September, 2018, due to arise in conflict of Interest being relative of Ms. Divya Singh Kushwaha, Managing Director, there was a change in designation to Whole-time Director w.e.f. 25th June, 2019 in the Board Meeting held on 25th June, 2019 also Mr. Pradyuman Vaghasiya been appointed as Whole-time Director on 24th April, 2019.

Details of Director appointed and resigned during the F.Y. 2018-19:

DIN Name of Director Date of Appointment Date of Cessation Category
07282811 Lalit Singh 29-09-2018 N.A. Independent Director
08202289 Mateen Bera 17-09-2018 05.12.2018 Independent Director
01795266 Krushna Lakkad N.A. 18.05.2018 Independent Director
07425961 Kartik Gediya N.A. 18.05.2018 Independent Director
02408621 Pratap Barot N.A. 10.12.2018 Independent Director
07982818 Krunal Jalalpara N.A. 29.09.2018 Independent Director
02420886 Arun Vaghasiya N.A. 24.04.2019 Independent Director
03488693 Pradyuman Vaghasiya 24.04.2019 - Whole-Time Director

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulations 16 (1) (B) of SEBI (LODR), 2015.

Attention of the Members is invited to the relevant items in the Notice of the Annual General Meeting seeking your approval to the aforesaid appointments.

(ii) Board Evaluation

In compliance with the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Nomination & Remuneration Committee. The manner in which the evaluation was been carried out has been explained in the Corporate Governance Report.

(iii)Board Meetings

During the year, Ten (10) Board Meetings were convened and held. The details are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

(v) Nomination & Remuneration Policy

The Board has, on the recommendation of the Nomination & Remuneration Committee, framed a Policy for selection, appointment and remuneration of Directors and Key Managerial Personnel in accordance with Section 178 of the Companies Act, 2013. More details of the same are given in the Corporate Governance Report.

(vi) Audit Committee Policy

The Board has, on the recommendation of the Audit committee, framed a policy for selection, appointment and remuneration of Statutory Auditors and internal Auditor in accordance with the Section 177 of the Companies Act, 2013. More details of the same are given in the Corporate Governance Report.

12. DIRECTORS RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of the Section 134(3)(c) of the Companies Act, 2013:

I. That in the preparation of the annual financial statements for the year ended March 31, 2019, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

II. That such accounting policies, as mentioned in the Financial Statements as ‘Significant Accounting Policies have been selected and applied consistently and judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at March 31, 2019 and of the loss of the Company for the year ended on that date;

III. That proper and sufficient care has been taken for the 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;

IV. That the annual financial statements have been prepared on a going concern basis;

V. That proper internal financial controls were in place and that the financial controls were adequate and were operating effectively;

VI. That proper systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

13. EXTRACT OF THE ANNUAL RETURN:

The extract of the annual return in Form No. MGT 9 annexed as "Annexure-B" forms part of the Boards report.

14. AUDITORS

(i) Statutory Auditors & Audit Report

M/s Goenka Mehta & Associates, Chartered Accountants have expressed their willingness and eligibility under the provision of the Companies Act, 2013 to act as statutory auditors of the company, which is subject to Shareholders approval. The Board of Directors has proposed the appointment of M/s Goenka Mehta and Associates, Chartered Accountants as the statutory Auditor of the company, subject to shareholder approval, pursuant to section 139 of the Companies Act, 2013 (subject to the ratification of their appointment at every AGM of the company), to examine and audit the accounts of the Company, on such remuneration as may be mutually agreed upon between the Board of Directors of the Company.

There is no qualification, reservation or adverse remark or disclaimer made by the auditor in his report.

(ii) Internal Auditor

Pursuant to Section 149, M/s Palak Mehta & Co. Chartered Accountants (Registration No.144140W) represented by Mrs. Palak Hitendra Mehta (Membership No. 156356) as an Internal Auditor of the Company for the Financial Year 2018-19.

(iii) Secretarial Auditor & Audit Report

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s K. H. & Associates, Practicing Company Secretary, to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit is annexed herewith as "Annexure - A".

QUALIFICATION IN SECRETARIAL AUDIT REPORT AND EXPLANATIONS BY THE BOARD:

Sr. No. Qualifications made by Secretarial Auditor Explanations by the Board
a) Acknowledgement for sending the notices of the Meeting of the Board and Committees are not maintained by the company. The Company have initiated to maintain the acknowledgement
b) The company has not complied with certain regulation of SEBI (LODR) Regulations, 2015 as regards publication of Notice of Board Meeting, Notice of AGM, quarterly results The Company have initiated to comply with the publication of Notice of Board Meeting, Notice of AGM, quarterly results.
c) The company has not maintained the attendance register for Board and committee meeting. The Company have initiated to maintain the attendance registers for all the meetings
d) Certain event-based E Forms have not been filed by the company in time which were required to be filed with ROC during the audit period. The Company have initiated to comply with the updating and filing the forms with ROC

15. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

Your Companys Financial Statements are prepared on the basis of the Significant Accounting Policies that are carefully selected by Management and approved by the Audit Committee and the Board. These Accounting policies are reviewed and updated from time to time. Your Company uses ERP Systems as a business enabler and also to maintain its Books of Account. The transactional controls built into the ERP systems ensure appropriate segregation of duties, appropriate level of approval mechanisms and maintenance of supporting records.

Kindly refer to the write-up in the section Management Discussion and Analysis.

16. DISCLOSURE UNDER THE SEXUAL HARRASSMENT OF WOMAN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has in place an Anti-Sexual harassment Policy in line with the requirements of the Sexual harassment of women at workplace (Prevention, Prohibition and Redressal) Act, 2013. An internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. No complaints pertaining to sexual harassment were received during FY 2018-19.

17. MANAGEMENT DISCUSSION AND ANALYSIS:

A detailed analysis of your Companys performance is discussed in the Management Discussion and Analysis Report, which forms part of this Annual Report.

18. CORPORATE GOVERNANCE:

The Company has implemented the provisions of Chapter IV of SEBI (LODR), 2015 relating to the Corporate Governance requirements. A Report on Corporate Governance, the Report of Auditors Certificates thereof is given as "Annexure C". to this report.

19. PARTICULARS OF EMPLOYEES:

During the year under review, 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.

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are annexed as "Annexure D".

20. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The details of conservation of energy, technology absorption etc. as required to be given under Section 134(3)(m) of the Companies Act, 2013 read with Rule, 8 of The Companies (Accounts) Rules, 2014, are not applicable to Company, as our Company has not carried out in the manufacturing activities. The foreign exchange earning on account of the operation of the Company during the year was Rs. Nil.

21. INDUSTRIAL RELATIONS:

During the year under review, industrial relations at the Companys unit continued to remain cordial and peaceful.

22. ACKNOWLEDGEMENTS:

The Directors express their appreciation for co-operation and encouragement received from all the Shareholders, Business Associates, Dealers, and Insurers, vendors, investors and bankers during the year. The Directors also place on record their appreciation of the contribution made by our employees at all levels. Our consistent growth was made possible by their hard work, solidarity, cooperation and support.

For and on behalf of the Board of Directors of
Golden Legand Leasing and Finance Limited
Sd/-
Divya Singh Kushwaha
Managing Director
DIN: 07286908
Place: Jaipur
Date: 20.05.2019