goldline international finvest ltd share price Directors report


To The Members, GOLD LINE INTERNATIONAL FINVEST LIMITED

Your Directors have pleasure in presenting before you the 30th Annual Report of the Company together with the Audited Statements of Accounts for the year ended 31st March, 2022.

(Amt in Rs.)
FINANCIAL RESULTS
S. No. Particularsr 2021-22 2020-21
1. Total Income/Loss 13,219,619.00 7,276,972.00
2. Less: Total Expenses 11,145,299.00 6,819,899.00
3. Profit Before Tax 2,074,320.00 4,57,073.00
4. Current Tax (297,309.00) (55,051.00)
5. Profit/Loss after Tax 1,777,011.00 5,12,124.00

FINANCIALPERFORMANCE

During the year under review, the Companys income is Rs. 13,219,619.00/- as against income of Rs. 7,276,972.00/- in 2020-21. Profit after taxation for the financial year ended on 31st March, 2022is Rs. 1,777,011.00/- as against the profit of Rs. 5,12,124.00/- in the previous year.

RESERVE ANDSURPLUS

Current year profit of Rs. 1,777,011.00/- is being transferred to the reserve and surplus.

DIVIDEND

To plough back the profits in to the business activities, no dividend is recommended for the financial year 2021-22.

STATE OF COMPANYAFFAIRS:

The Company is complying with all the applicable laws and provisions and there is no adverse action against the business operations of the Company.

CHANGE IN THE SHARE CAPITALSTRUCTURE

There has been no change in the Capital Structure of the company during the financial year under review.

CHANGE IN THE NATURE OFBUSINESS

During the year, the Company has not changed its nature of business.

MANAGEMENT DISCUSSION AND ANALYSISREPORT

As required under Regulation 15 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 with, the Management Discussion and Analysis Report is presented in the separate section and forms an integral part of the Directors Report and attached as Annexure I.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THECOMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THECOMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

There have been no material changes and commitments which can affect the financial position of the Company occurred between the end of the financial year of the Company and date of this report.

DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TOTHE FINANCIAL STATEMENTS

The Company maintains appropriate systems of internal control, including monitoring procedures, to ensure that all assets are safeguarded against loss from unauthorized use or disposition. Company policies, guidelines and procedures provide for adequate checks and balances and are meant to ensure that all transactions are authorized, recorded and reported correctly.

RISK MANAGEMENTPOLICY

Therefore, in accordance with the provisions of the Companies Act, 2013, the Board members were informed about risk assessment and minimization procedures after which the Board formally adopted steps for framing, implementing and monitoring the risk management plan for the company.

The main objective of this policy is to ensure sustainable business growth with stability and to promote a pro- active approach in reporting, evaluating and resolving risks associated with the business. In order to achieve the key objective, the policy establishes a structured and disciplined approach to Risk Management, in order to guide decisions on risk related issues.

In todays challenging and competitive environment, strategies for mitigating inherent risks in accomplishing the growth plans of the Company are imperative. The common risks inter alia are: Regulations, competition, Business risk, Technology obsolescence, Investments, retention of talent and expansion of facilities. Business risk, inter-alia, further includes financial risk, political risk, fidelity risk, legal risk. As a matter of policy, these risks are assessed and steps as appropriate are taken to mitigate the same.

DEPOSITS

The Company has not accepted deposit from the public falling within the ambit of Section 73 of the Companies Act, 2013 and The Companies (Acceptance of Deposits) Rules, 2014. No amount of principal or interest was outstanding as on the date of Balance Sheet.

NAME OF THE COMPANIES WHICH HAVE BEEN BECOME OR CEASED TO BE ITS SUBSIDIARIES ANDASSOCIATE COMPANIES DURING THE YEAR

Since the Company has no subsidiaries as on 31st March, 2022, provision of section 129 of the Companies Act, 2013 is not applicable.

PARTICULARS OF EMPLOYEES AND OTHERDISCLOSURE

The prescribed particulars of Employees required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given herein below:

The information required pursuant to Section 197(12) read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of Employees of the Company, will be provided on request. In terms of Section 136 of the Act, the reports and accounts are being sent to the members and others entitled thereto, excluding the information on employees particulars mentioned in rule 5(2) of the said rule which is available for inspection by the Members at the Registered Office of the Company during the business hours on working days of the Company up to the date of ensuing Annual General Meeting. If any Member is interest in inspecting the same, such Member may write to the Compliance officer in advance.

DETAILS PERTAINING TO REMUNERATION AS REQUIRED UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 READWITH RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

Sr. Name of Director/KMP No. and Designation Remuneratio n of Director/ KMP for FY 2021-22(In Rs.) % increase in Remuneration in FY 2021- 22**(In Rs.) Ratio of Remuneration of Director to Median Remuneration of employees Ratio of Remuneration of Director to Median Remuneration of Employees
1. N.A N.A N.A. N.A. N.A.

The number of permanent employees as on 31st March 2022 was 1.

Average of remuneration of employees excluding KMPs Nil

No employees remuneration for the year 2021-22 exceeded the remuneration of any of the Directors.

Companys performance has been provided in the Directors Report which forms part of the Board Report.

The remuneration of Directors, KMPs and other employees is in accordance with the Remuneration Policy of the Company.

STATEMENT CONTAINING THE PARTICULARS OF EMPLOYEES IN ACCORDANCE WITH SECTION197 OF THE COMPANIES ACT, 2013 READ WITH RULE 5 OF THE COMPANIES (APPOINTMENT ANDREMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014 AND FORMING PART OF DIRECTORSREPORT FOR THE FINANCIAL

YEAR ENDED MARCH 31, 2022 NOTAPPLICABLE

STATUTORYAUDITORS

The Board recommends for the appointment of M/s. Nishant Alok & Co., Chartered Accountants (FRN 029014N) as the statutory auditor of the company from the conclusion of this Annual General Meeting till the Conclusion of 35th Annual General Meeting of the Company and to fix their remunerationas required under Section 139 of the Companies Act, 2013, to the effect that their re-appointment if made, will be within the limits as prescribed under the provisions thereof. Your Directors recommend their re-appointment as the Statutory Auditors of the Company.

AUDITORS REPORT The Board has duly examined the Statutory Auditor Report to the Accounts, which is self-explanatory. Clarifications, wherever necessary have been included in the Notes to accounts section of the financial statements of this Annual Report. The Report does not contain any qualification or adverse remark.

CHANGE OF REGISTERED OFFICE

During the period, the company has changed its registered office from 204, 2nd Floor, Plot No-09, Sikka Complex, Community Centre, Preet Vihar Delhi-110092 to Office No. 203, MB-156 2nd Floor, Opp Madhuban Park Delhi - 110092 w.e.f 13.01.2022.

CORPORATE GOVERNANCE REPORT

In terms of the provisions of Regulation 15 of SEBI (Listing obligation and Disclosure Requirement) Regulations, 2015 and Listing Agreement of the company with Stock exchange the Report on Corporate Governance is attached to the report as an Annexure II.

The Certificate from the Mr. Sumit Bajaj, Practicing Company Secretary, confirming the compliance with the conditions of Corporate Governance as stipulated under Regulation 15 of SEBI (Listing obligation and Disclosure Requirement) Regulations, 2015 is attached to this report.

EXTRACT OF THE ANNUAL RETURN

The extract of the annual return in form no. MGT 9 has been annexed to the Report, as Annexure-III.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars as required under the provisions of Section 314(3)(m) of the Companies Act, 2013 read with Rule 8(3) of The Companies (Accounts) Rules, 2014 in respect of Conservation of Energy and Technology Absorption have not been furnished considering the nature of activities undertaken by the Company during the year under review.

There was no foreign exchange earning & outgo during the financial year under review.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

During the year under review, the Company is not required to comply with the provisions related to Corporate Social Responsibility on the basis of its financial statement.

DIRECTORS & COMMITTEES:

a) Changes in Directors and Key Managerial Personnel

Mr. Promod Panda has resigned from the directorship of the company w.e.f 21.07.2022. Further Mr. Promod Panda has been appointed as the additional director of the company w.e.f 26.07.2022 and appointed as the whole time director of the company w.e.f 26.07.2022 subject to the ratification by the shareholders at the general meeting of the company. During the year under review, there was no change in the composition of Board of Directors during the financial year. b) Declaration by an Independent Director(s) and re- appointment, if any

All Independent Directors have given declaration that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, and Listing Agreement. c) Formal Annual Evaluation of Board

Pursuant to the provisions of companies Act, 2013, the Board has carried out annual performance evaluation of its own performance, the directors individually as well the evaluation of the working of its Audit, Nomination & Remuneration and Stakeholder committee. The manner in which the evaluation has been carried out has been explained in Corporate Governance Report.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

a. BOARD MEETINGS

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

S. No. Date of meeting Total No. of Directors on the Date of Meeting No. of Directors attended
1. 15.04.2021 4 4
2. 30.06.2021 4 4
3. 14.08.2021 4 4
4. 06.09.2021 4 4
5. 20.09.2021 4 4
6. 15.11.2021 4 3
7. 13.01.2022 4 3
8. 01.02.2022 4 3
9. 14.02.2022 4 3
10. 28-03-2022 4 3

COMPOSITION AND MEETINGS OF AUDIT COMMITTEE

The Composition and terms of reference of the Committee satisfy the requirements Section 177 of the Companies Act, 2013. Audit Committee met during the financial year 2021-22 on 15.04.2021, 30.06.2021, 14.08.2021, 15.11.2021 and 14.02.2022 and following is the composition:

Name of Member Designation Category
Mr. Ashish Kumar Chairperson Non Executive and Independent Director
Mr. Arun Kumar Das Member Non Executive and Independent Director
Ms. Nidhi Kachhap Member Non Executive and Non-Independent Director

COMPOSITION AND MEETINGS OF STAKEHOLDERS RELATIONSHIP COMMITTEE

The Composition and terms of reference of the Committee satisfy the requirements Section 178 of the Companies Act, 2013. Stakeholder Relationship Committee met during the financial year 2021-22 on 15.04.2021, 30.06.2021, 14.08.2021, 15.11.2021 and 14.02.2022 and following is the composition:

Name of Member Designation Category
Mr. Ashish Kumar Chairperson Non Executive and Independent Director
Mr. Arun Kumar Das Member Non Executive and Independent Director
Ms. Nidhi Kachhap Member Non Executive and Non-Independent Director

NOMINATION & REMUNERATION COMMITTEE The Company has duly constituted Nomination and Remuneration Committee to align with the requirements of Section 178 prescribed under the provisions of the Companies Act, 2013.

During the financial year 2021-22, the details of the meeting of the Nomination and Remuneration Committee were held on15.04.2021, 30.06.2021, 14.08.2021, 15.11.2021 and 14.02.2022. The Composition of the committee is given below

Name of Member Designation Category
Mr. Ashish Kumar Chairperson Non Executive and Independent Director
Mr. Arun Kumar Das Member Non Executive and Independent Director
Ms. Nidhi Kachhap Member Non Executive and Non-Independent Director

DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES

During the year, as per Section 177(9) read with Rule 7(1) of The Companies (Meeting of Board and its Powers) Rules, 2014, Company is required to establish a Vigil Mechanism for its Directors and employees. In order to ensure that the activities of the Company and its employees are conducted in a fair and transparent manner by adoption of highest standards of professionalism, honesty, integrity and ethical behavior the company has adopted a vigil mechanism policy. This policy is explained in corporate governance report and also posted on the website of company

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

During the year, Company has provided Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013, details of the same has been provided in the financial statement of the company.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The Company has no material significant transactions with its related parties which may have a potential conflict with the interest of the Company at large. The details of transactions with the Company and related parties are given for information under notes to Accounts.

INFORMATION UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

In order to prevent sexual harassment of women at workplace; the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 are effective in the Company. Under the said Act every company is required to set up an Internal Complaints Committee to look into complaints relating to sexual harassment at workplace of any women employee. There was no complaint on sexual harassment during the year under review.

MANAGERIAL REMUNERATION POLICY

The Provisions relating to Managerial Remuneration as per Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 The Board have on the recommendation of the Nomination & Remuneration Committee framed a Policy for Selection and appointment of Directors, Senior management and their Remuneration. The Remuneration Policy is stated in the Corporate Governance Report.

SECRETARIAL AUDIT REPORT

Provisions relating to Secretarial Audit as per Section 204 read with Rule 9 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr. Sumit Bajaj, Proprietor of Sumit Bajaj & Associates, Company Secretaries to undertake the Secretarial audit of the Company. The Secretarial Auditor Report provided By the Secretarial Auditor in Form No.MR-3 has been enclosed as Annexure IV.

With reference to the qualifications, we wish to explain that the company is looking for the suitable candidate for the post of Company Secretary. As far as concerned with late intimations and late filing that will be taken care in the future. The Company will take care all these mistakes in future.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR

TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE

No significant and material orders have been passed by the regulators or courts or tribunals, impacting the going concern status and companys operations in future.

AUDIT OBSERVATIONS

Statutory Auditors observations are suitably explained in notes to the Accounts and are self-explanatory. There are no employees as on date on the rolls of the Company who are in receipt of Remuneration which requires disclosures under Section 134 of the Companies Act, 2013 and Companies (Particulars of Employees)

HUMAN RESOURCES

During the year under review, relationship with the employees is cordial.

DIRECTORS RESPONSIBILITY STATEMENT

The Directors Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, shall state that - (a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; (b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period; (c) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; (d) The directors had prepared the annual accounts on a going concern basis; and (e) The directors, in the case of a listed company, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively. NOT APPLICABLE

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

ACKNOWLEDGEMENT

Directors take this opportunity to express their thanks to various departments of the Central and State Government, Bankers, Material Suppliers, Customers and Shareholders for their continued support and guidance. The Directors wish to place on record their appreciation for the dedicated efforts put in by the employees of the Company at all levels.

By Order of the Board of Directors
GOLD LINE INTERNATIONAL FINVEST LIMITED
Sd/- Sd/-
Place: New Delhi Arun Kuma Das Ashish Kumar
Date: 03/09/2022 Director Director
DIN: 07560982 DIN: 07100211