Golechha Global Finance Ltd Directors Report.

Your Directors hereby present the Twenty Ninth Annual Report together with Audited Financial Statements for the year ended 31st March, 2020.

FINANCIAL SUMMARY OR HIGHLIGHTS/PERFORMANCE OF THE COMPANY:

The financial highlights for the current year in comparison to the previous year are as under:

(Rupees In Lakhs

PARTICULARS Current Year Previous year
(2019-20) (2018-19)
Total Income 95.23 92.38
Total Expenditure 45.66 31.98
Profit before tax 49.57 60.40
Provision for taxation (Current, previous Years and Deferred Tax) 11.48 16.15
Profit after taxation 38.09 44.25
Add: Balance brought forward from previous year 139.34 103.94
Profit available for appropriation 177.43 148.20
Appropriations:
Taxes of earlier years: 0.46 -
Transfer to statutory reserve 7.62 8.85
Balance in Surplus 169.35 139.34

FINANCIAL PERFORMANCE :

During the year under review, the interest income from loans granted was Rs. 95.23 Lacs as against Rs. 92.38 Lacs for the previous year. The operations of the Company have resulted in Profit after Tax of Rs.38.09 Lacs as against Rs. 44.25 Lacs in the previous year.

TRANSFERS TO RESERVES:

Company did not transfer any amount to reserves, However as per the RBI Act, 1934, Company had transferred a sum of Rs. 7.62 lakhs i.e. 20% of its net profit for the year 2019-20 to Reserve Fund in terms of Sec 45-1c of the RBI Act, 1934.

COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR:

Your Company does not have any subsidiaries, joint ventures or associate companies during the year.

DIVIDEND:

With a view to conserve resources for long term needs of the Company, your Directors do not recommend any dividend for the financial year 2019-20.

CHANGE IN THE NATURE OF BUSINESS:

There is no change in the nature of business during the FY 2019-20.

STATUTORY AUDITORS:

The term of appointment of M/s. V. Goyal & Associates, Chartered Accountants, Kolkata (ICAI Firm Registration No 312136E) who were appointed as Statutory Auditors of the Company at the 28th

Annual General Meeting to hold the office for a period of 1 years commencing from the conclusion of 28th Annual General Meeting till the conclusion of 29thAnnual General Meeting of the Company is expiring at the ensuing AGM.

The Board of Directors at its meeting held on 1st September, 2020, after considering the recommendations of the Audit Committee, had recommended the appointment of M/s BDS & Co, Chartered Accountants, (ICAI Firm Registration No 326264E), as the Statutory Auditors of the Company for a term of five years and further M/s. BDS & Co, Chartered Accountants, Chartered Accountants have consented to the aforesaid appointment and confirmed that their appointment, if made, will be within the limits specified under Section 141(3)(g) of the Companies Act, 2013 They have further confirmed that they are not disqualified to be appointed as the Statutory Auditors in terms of the Companies Act. 2013 and the rules made thereunder.

Hence, the agenda for reappointment of Statutory Auditor has been proposed in the notice 3 of this Annual General Meeting.

The Independent Auditors report given by M/s. V. Goyal & Associates, Chartered Accountants, Statutory Auditors of the Company on Financial Statements of the Company does not contain any qualification, reservation or adverse remark.

AUDITORS REPORT:

The auditors have given their report on the Annual Accounts of the Company and there is no reservation or qualification made by them. The notes given in the Auditors Report are self-explanatory and needs no further clarification.

The Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company under sub-section (12) of section 143 of the Companies Act, 2013, during the year under review.

INTERNAL AUDITORS:

The Board of Directors based on the recommendation of the Audit Committee have appointed M/s. V. Goyal & Associates, Chartered Accountants, Kolkata (ICAI Firm Registration No 312136E), as the Internal Auditors for the F.Y 2020-2021.

SECRETARIAL AUDITORS & SECRETARIAL AUDIT REPORT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointmentand Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Ms. DishaDugar, Company Secretary in Practice to undertake the Secretarial Audit of the Company.

The Secretarial Audit Report is annexed herewith as "Annexure IV" to this report.

MAINATANANCE OF COST RECORDS:

Company is not required to maintain cost records as specified by the Central Government under subsection (1) of section 148 of the Companies Act, 2013

DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL WHO WERE APPOINTED OR HAVE RESIGNED DURING THE YEAR:

In accordance with the provisions of Companies Act, 2013 Mr. Divya Garg, Director of the Companyis liable to retire at the ensuing AGM and being eligible offers himself for re-appointment. The Boardof Directors recommended his re-appointment for the consideration of members of the Company atensuing AGM.

The Board of Directors in its meeting held on 11th June, 2019 and based on the recommendations of Nomination and Remuneration committee, has appointed Ms. Aditi Bajaj Todi as Company Secretary and Compliance officer of the Company.

Excepting for the above mentioned there were no other changes in the office of Directors or Key Managerial personnel during the Reporting period.

The details of various committees of the Board are given as Annexure - I and forms part of this report.

DECLARATION GIVEN BY INDEPENDENT DIRECTORS:

Every Independent Director, at the first meeting of the Board in which he participates as a Director and there after at the first meeting of the Board in every financial year, gives a declaration that he meets the criteria of independence as provided under the Companies Act, 2013 and the Company has taken the note of the same.

MEETING OF INDEPENDENT DIRECTORS:

During the year under review, the Independent Directors met on 13.02.2020 inter alia, to discuss

• Evaluation of the performance of Non-Independent Directors and the Board of Directors as a whole;

• Evaluation of the performance of the Chairman of the Company, taking into account the views of the Executive and Non-Executive Directors.

• Evaluation of the quality, content and timelines of flow of information between the Management and the Board that is necessary for the Board to effectively and reasonably perform its duties.

• All the Independent Directors were present at the Meeting.

NUMBER OF MEETINGS OFTHE BOARD DURING THE YEAR

The Board of Directors of the Company met 6 (six times)and gap between two Board meetings did not exceed 120 days.

04.04.2019 29.05.2019 11.06.2019 23.08.2019 13.11.2019 13.02.2020

FIXED DEPOSITS:

The Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of deposits) Rules, 2014.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013:

The Company, being a non-banking finance Company registered with the Reserve Bank of India and engaged in the business of giving loans and is exempt from complying with the provisions of section 186 of the Companies Act, 2013. Accordingly, the disclosures of the loans given as required under the aforesaid section have not been given in this Report.

CHANGE IN NATURE OF BUSINESS

There is no change in the nature of business during the period under review.

MATERIAL CHANGES AND COMMITMENTS:

There were no material changes and commitments affecting the financial position of the Company occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134 (5) of the Companies Act, 2013, your Directors confirm that to the best of their knowledge and belief and according to the information and explanation obtained by them,

i) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii) 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 made soas to give a true and fair view of the state of affairs of the Company at the end of the financial year2019-20 and of the profit of the Company for that period;

iii) Proper and sufficient care has been taken for the maintenance of adequate accounting record 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) The annual accounts for the year 2019-20 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 systems to ensure compliance with the provisions of all applicable laws were in place andwere adequate and operating effectively.

REMUNERATION POLICY

The Board has, on the recommendation of the Nomination and Remuneration Committee framed a policy for selection and appointment of Directors and Senior Management personnel and fix their remuneration. The Remuneration Policy is posted on the website of the Company at the link: www.golechhaglobal.com

VIGIL MECHANISM/ WHISTLE BLOWER POLICY:

Your Company believes in promoting a fair, transparent, ethical and professional work environment. The Board of Directors of the Company has established a Whistle Blower Policy & Vigil Mechanism in accordance with the provisions of the Companies Act, 2013 and the SEBI (Listing Obligation and Disclosure Requirements), Regulations, 2015 for reporting the genuine concerns or grievances or concerns of actual or suspected, fraud or violation of the Companys code of conduct. The said Mechanism is established for directors and employees to report their concerns. The policy provides the procedure and other details required to be known for the purpose of reporting such grievances or concerns.

The details of the Whistle Blower Policy & Vigil Mechanism and other polices of the Company are posted on the website of the Company www.golechhaglobal.com.

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES PURSUANT TO PROVISIONS OF SECTION 188(1) OF COMPANIES ACT, 2013:

A related party transaction was entered with related parties as specified in section 188 (1) of the Act, during the financial year 2019-20. However the transaction was at arms length basis. The requisite details of the related party transactions entered into during the financial year are provided as Annexure -III to this report

A suitable disclosure as required by the Accounting Standards (AS 18) has been made in the notes to the Financial Statements. All the related party transactions were placed before the Audit Committee and to the Board for their approval, whenever required.

DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY FOR THE COMPANY INCLUDING IDENTIFICATION THEREIN OF ELEMENTS OF RISK, IF ANY, WHICH IN THE OPINION OF THE BOARD MAY THREATEN THE EXISTENCE OF THE COMPANY:

The Company has risk management mechanism in place which mitigates the risk at appropriate situations and there are no elements of risk, which in the opinion of Board of Directors may threaten the existence of the Company. A detailed description of the risks & threats has been disclosed in the Management Discussion Analysis Report forming part of the Annual Report.

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

Information required under section 134(3)(m) read with Rule, 8 of the Companies (Accounts) Rules, 2014, of the Companies Act, 2013 has not been given as the same is not applicable owing to the nature of activities and there was no foreign earnings and outgo during the year under review.

EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Return in form MGT 9 is annexed here with as Annexure - II to this report. The Copy of annual Return MGT-9 is also available on the website of the Company www.golechhaglobal.com.

LISTING:

Your Companys shares are listed on the BSE Limited and the listing fees for Financial Year 2020-21 is paid.

PERFORMANCE EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and of the of the Securities And Exchange Board of India (Listing Obligations And Disclosure Requirements) Regulations, 2015, the Board has carried out the annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit, Nomination and Remuneration and Compliance Committees.

A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Boards functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance.

A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman& Managing Director of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgments, safeguarding the interest of the Company and its minority shareholders etc.

The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Directors who also reviewed the performance of the Secretarial Department. The Directors expressed their satisfaction with the evaluation process.

DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS:

The Company has in place proper and adequate internal control systems commensurate with the nature of its business, size and complexity of its operations. Internal control systems comprising of policies and procedures designed to ensure reliability of financial reporting, timely feedback on achievement of operational and strategic goals, compliance with policies, procedure, applicable laws and regulations, and that all assets and resources acquired are used economically.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Pursuant to the provisions of Schedule V to SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 a report on Management Discussion & Analysis is herewith annexed as "Annexure IV" to this report.

HUMAN RESOURCES:

Your Company considers its Human Resources as the key to achieve its objectives. Keeping this in view, your Company takes utmost care to attract and retain quality employees. The employees are sufficiently empowered and such work environment propels them to achieve higher levels of performance. The unflinching commitment of the employees is the driving force behind the Companys vision. Your Company appreciates the spirit of its dedicated employees.

PARTICULARS OF EMPLOYEES:

The information required pursuant to Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company is herewith annexed as Annexure -V to this report.

CORPORATE GOVERNANCE

The Corporate Governance is not applicable to the Company as per SEBI Circular CIR/CFD/POLICY CELL/7/2014 dated 15th September, 2014 and as such this disclosure is not applicable.

DETAILS ABOUT THE CORPORATE SOCIAL RESPONSIBILITY POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY

The Company does not meet the Criteria as specified in Section 135 of the Companies Act, 2013 regarding Corporate Social Responsibility.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

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

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

The following is a summary of sexual harassment complaints received and disposed off during the financial year 2019-20:

• No. of complaints received: Nil

• No. of complaints disposed off:Nil INSIDER TRADING REGULATIONS

The Company has adopted an Code of Conduct to Regulate, Monitor and Report Trading by Insiders ("the Code") in accordance with the SEBI (Prohibition of Insider Trading) Regulations, 2015 (The PIT Regulations).

The Code is applicable to Promoters, Member of Promoters Group, all Directors and such Designated Employees who are expected to have access to unpublished price sensitive information relating to the Company. The Company Secretary is the Compliance Officer for monitoring adherence to the SEBI (Prohibition of Insider Trading) Regulations, 2015.

The Company has also formulated The Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information (UPSI) in compliance with the SEBI (PIT) Amendment Regulations, 2018. This Code is displayed on the Companys website viz. www.golechhaglobal.com.

ACKNOWLEDGEMENTS:

Your directors place on record their appreciation for the sense of commitment and sincerity shown by the employees .They also place on record their deep admiration and acknowledge with gratitude for the support and co-operation extended by the clients, bankers, investors and shareholders at large for their unwavering support throughout the year.

By The Order Of The Board
For Golechha Global Finance Limited
Sd/-
Gyan Swaroop Garg
Chairman & Managing Director
Place : Kolkata (DIN: 00602659)
Date : 01.09.2020