Gujarat Lease Financing Ltd Directors Report.

Your Directors have pleasure in presenting the 36thAnnual Report of your Company together with the Audited Financial Statements for the year ended 31stMarch, 2019.

1. STATE OF THE AFFAIRS

During the year under review, the scheme of merger of its subsidiary Companies viz ; (1)GLFL Hosing Finance Limited (2) GLFL Securities Limited and (3) GLFL International Limited have been approved by the National Company Law Tribunal (NCLT) on 04.02.2019. The Company completed its required formalities with the Registrar of Companies alongwith Form No. INC-28 which was filed on 28th February, 2019. Accordingly, the accounts of subsidiary Companies have been audited by the auditors upto 28th February, 2019. Therefore, the Company has given consolidated results for the year 2018-19 including that of the subsidiary Companies.

The highlights of the financial results are given below: (Rs. in lacs)
Particulars Year Ended 31.03.2019 Year Ended 31.03.2018
Other Income 6.18 7.21
Provision no longer required 16.35 0.00
Profit on sale of Investments 1.91 0.00
Total Revenue 24.44 7.21
Expenses:
Employees Benefits 8.45 8.93
Professional Fees 7.13 13.48
Merger Expenses 13.80 0.00
Administrative & Other Expenses 27.57 19.43
Total Expenses 56.95 41.84
Profit/(Loss) for the year before Depreciation (32.51) (34.63)
Depreciation 2.42 2.35
Profit/(Loss) Before Taxation (34.93) (36.98)
Tax Expenses Current – Rs. 0.07
Tax Expenses (Previous)- Rs. 3.40 3.47 0.00
Profit/(Loss) After Taxation (38.40) (36.98)

These financial statements have been prepared in accordance with Indian Accounting Standards ("Ind AS") notified under the Companies (Indian Accounting Standards) Rules, 2015 and Companies (Indian Accounting Standards) Amendment Rules, 2016, as applicable. Accounting Policies have been consistently applied except where newly issued accounting standard is initially adopted or revision to the existing standards requires a change in the accounting policy in use. Management evaluates all recently issued or revised accounting standards on an on-going basis.

The financial statements comprising Balance Sheet, Statement of Profit and Loss, Statement of Changes in Equity and Cash Flow Statement, together with notes for the year ended March 31, 2019 have been prepared in accordance with Ind AS as notified.

The financial statements of the Company have been prepared and presented in accordance with the IND AS under the historical cost convention on accrual basis of accounting, except for financial instruments classified as Fair Value through profit or loss or Fair Value through OCI are measured at Fair Value.

YEAR UNDER REVIEW

It may be observed from the Statement of Profit and Loss that total Income during the year is Rs 24.44 lacs as against total income of Rs.7.21 lacs for the previous year.Increase in income isdue to reversal of sales tax provisions (Rs. 16.35 lacs), profit on sale of current investment (Rs. 1.91 lacs).

GLFL has no source of income other than interest on Bank deposits, while it has to meet the administrative expenses to run the Company. Major expenses include Securities Listing Fees to stock exchanges and custodian fees to CDSL & NSDL, remuneration to Key Managerial Personnel appointed in accordance with the applicable provisions of the Companies Act, 2013, Printing & Postage of Annual Reports and professional and legal expenses for the merger scheme.

After meeting the expenses, the Company incurred loss of Rs. 38.40 lacs against the loss of Rs. 36.98 lacs for the previous year.

During the year 2004-05, the Honble High Court of Gujarat had sanctioned the scheme of Compromise and Arrangement under section 391 of the Companies Act to discharge the liability of the Banks. Your Company had released payment as per the court order. Approval in respect of deed of assignment of receivables is still awaited from the banks.

As per the Courts order, the income received pertaining to assigned assets after July, 2004 is transferred to the consortium of Banks. Subsequent to the courts order, GLFL has recovered Rs.475 lacs till date from the charged assets and deposited with the member banks.

The Company has no external debt at the end of the year.

2. DIVIDEND

In view of loss incurred during the year under review, your directors do not recommend any divided for the year ended on 31st March, 2019.

3. AMOUNTS PROPOSES TO CARRY TO ANY RESERVE

During the year under review, the Company do not proposes to transfer any sum to reserve, in view of loss incurred during the year as well as carry forward losses incurred in the previous years.

4. FINANCE PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The particulars of contracts or arrangements with related parties are given in the prescribed Form AOC-2, appended herewith as Annexure - A. The said policy may be referred to, at the Companys official website at the below web link: http://www.gujaratleasefinancing.co.in/>policy

During the year under review there have been no related party transactions.

5. FIXED DEPOSITS

The Company has discontinued accepting fixed deposits since September, 2000. There was no outstanding liability of fixed deposit as on 31STMarch, 2019.

6. TRANSFER TO THE INVESTOR EDUCATION AND PROTECTION FUND

The Company does not have any liability towards unclaimed Dividends,Fixed Deposits, Debentures and other liabilities. The liabilities have been discharged / transferred on completion of prescribed period to the Investor Education and Protection Fund.

7. SUBSIDIARIES/JOINT VENTURES/ASSOCIATE COMPANIES

During the year under review, three wholly owned subsidiary Companies viz. GLFL Housing Finance Limited, GLFL Securities Limited and GLFL International Limited have been amalgamated with the Company (GLFL). NCLT has issued the final order of merger on 4th February, 2019.During the year under review, the Company does not have any Joint Venture/Associate Company.

8. SHARE CAPITAL:

The Company has Authorised Share Capital of Rs. 50,00,00,000/- (Rupees Fifty Crores Only) divided into 50000000 Equity Shares of Rs. 10/- (Rupees Ten Only) each and Issued Share Capital of Rs. 28,01,51,170 (Rupees Twenty Eight Crores One Lakh Fifty One Thousands One Hundred Seventy Only) divided into 28015117 Equity Shares of Rs. 10/- (Rupees Ten Only) each, Subscribed Share Capital of Rs. 27,19,90,170/- (Rupees Twenty Seven Crores Nineteen Lakhs Ninety Thousands One Hundred Seventy Only) divided into 27199017 Equity Shares of Rs. 10/-(Rupees Ten Only) each, & Paid up Share Capital is Rs. 27,12,57,670/- (Rupees Twenty Seven Crores Twelve Lakhs Fifty Seven Thousands Six Hundred Seventy Only) divided into 27125767 Equity Shares of Rs. 10/-(Rupees Ten Only) each. The Company has not issued shares with different voting rights nor granted stock options nor sweat equity. The Company has also not purchased of its owns shares by employees or by trustees for the benefit of the employees.

9. DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134 (3) (c) of the Companies Act, 2013 in relation to the financial statements of the Company for the year ended 31st March, 2019, the Board of Directors states that:

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

b) 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 for the financial year ended on 31st March, 2019 and of the loss for the year ended 31st March, 2019;

c) 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 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;

e) the Directors, have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

f ) 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.

10. INTERNAL FINANCIAL CONTROLS

The Company has an internal control system commensurate with the size, scale and complexity of its operations. To maintain its objectives and its independence the internal audit function reports to the Chairman of the Audit Committee of the Board. The Internal Audit Department monitors and evaluates the efficiency and adequacy of Internal Control System in the Company. Its compliances with operating system, accounting procedures and policy of the Company. Based on the report of internal audit function process owners undertake corrective actions and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the board.

11. AUDITORS

(i) STATUTORY AUDITORS

M/s. G.K. Choksi & Co. (FRN: 101895W), Chartered Accountants, Ahmedabad, were appointed as the Statutory Auditors of the Company in the FY – 2017 -18 for a term of 5(five) consecutive years at the 34th Annual General Meeting held on 27th July, 2017 upto the conclusion of the 39th Annual General Meeting at a remuneration as may be mutually agreed between the Board of Directors of the Company and the Auditors.

The Companies Amendment Act, 2017 omitted the requirement related to ratification of appointment of auditors by members in every annual general meeting w.e.f. 7th May, 2018.

The Company has received relevant letters /certificates from them to the effect that they have not disqualified from continuing as Statutory Auditors of the Company within the prescribed limits under Section 141 of the Companies Act, 2013.

The Board of Directors of the Company recommends the ordinary resolution to be passed by the Shareholders for the deletion of requirement of ratification of appointment of Statutory Auditors at every Annual General Meeting. The report given by the Statutory Auditors on the financial statements of the Company is a part of the Annual Report. There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their report.

(ii) INTERNAL AUDITORS

Pursuant to the provisions of Section 138 of the Companies Act, 2013, the Board of Directors of the Company has appointed M/s. JMT & Co., Chartered Accountants,(FRN : 126286W) Ahmedabad as the Internal Auditors of the Company for the financial year 2019-20.

(iii) SECRETARIAL AUDIT REPORT

Pursuant to Section 204 and Section 134(3) of the Companies Act, 2013 read with rule 9 of the Companies (Appointment and Remuneration Personnel) Rules, 2014, the Board of Directors had appointed M/s. Rajesh Parekh & Co., Company Secretaries, Ahmedabad as Secretarial Auditors of the Company for FY 2018-19. A Secretarial Audit Report provided by M/s. Rajesh Parekh & Co. for FY 2018-19 is annexed herewith as Annexure – B with their observation as under:

(1) Pursuant to Regulation 19(1)/19(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has reconstituted the Nomination and Remuneration Committee on 01-Nov-2018, i.e. after SEBI Circular No. SEBI/HO/CFD/CMD/CIR/P/2018/77 dated 03-May-2018 became effective in respect of the said non-compliance.

Management Reply :The Company had constituted Nomination and Remuneration Committee having two members as Non-executive and Independent Directors and One member as Non Executive and Non Independent Director. Shri Vasant A. Shah was appointed as Chairman of the Nomination and Remuneration Committee in place of Shri S.M. Shah at the 239th Board Meeting held on 01.11.2018. NSE and BSE have observed that there has been non compliance under Regulation 27(2) of SEBI (LODR) Regulations, 2015 for the period from 1st July, 2018 till 31st October, 2018 imposing penalties of Rs. 2,90, 280/- by each stock exchange. NSE turned down our request made vide its letter dated 11.04.2019 in response to our earlier letter dated 22.11.2018.

Thereafter GLFL had represented vide its letter dated 29th April, 2019, requesting for waiver of fine for the non-compliance for the quarter ended September, 2018 and December, 2018( Upto 31st October, 2018).

We have clarified vide our letter dated 29.04.2019 that, Nomination and Remuneration Committee Meeting was held on 01.11.2018 (i.e. first meeting after the effective date of circular dated 03.05.2018) wherein Shri Vasant A. Shah was appointed as the Chairperson of the NRC and has accordingly, was the Chairperson of the NRC. Thus the provisions of Regulation 19 was complied. We understand that NSE would take up the matter with appropriate authority. Decisions from both the exchanges are awaited.

12. MAINTENANCE OF COST RECORDS

The Company is not required to maintain cost records as specified by the Central Government under sub section (1) of Section 148 of the Companies Act, 2013, Accordingly, no such accounts and records are required to be made and maintained and also not required to appoint a cost auditors to audit the cost records, hence no details are to be mentioned in this report.

13. DIRECTORS AND KEY MANAGERIAL PERSONNEL

13 (I) APPOINTMENT AND RESIGNATION:

(a) KEY MANAGERIAL PERSONNEL

Ms. Preeti Singh, Company Secretary had resigned w.e.f. 31.05.2018 and Mr. Kamlesh P. Patel has been appointed as Company Secretary &Compliance Officer designated as Key Managerial Personnel of the Company. Except the above, there was no change in the Key Managerial Personnel during the year under review.

(b) DIRECTOR RETIRING BY ROTATION

Ms. Kavita N.Mandan, director of the Company retires by rotation and being eligible, has offered herself for reappointment. The Board recommends her re-appointment as director as detailed in the notice convening the 36th Annual General Meeting. For your perusal, a brief resume and other relevant details of Ms. Kavita N.Mandan are given in the Corporate Governance Report,

(c) DECLARATION BY INDEPENDENT DIRECTORS

Pursuant to Section 149 (7) of the Companies Act, 2013, the Company has received necessary declaration from each Independent Director for FY 2018-19 confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Act and SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015.

(d) APPROVAL FOR CONTINUANCE OF DIRECTORSHIP OF SHRI SURENDRA M. SHAH AND SHRI VASANT A.SHAH AS NON-EXECUTIVE & INDEPENDENT DIRECTORS OF THE COMPANY DESPITE HAVING ATTAINED THE AGE OF 75 YEARS OR MORE

In view of the provisions of Regulation 17(1A) of SEBI(Listing Obligations and Disclosure Requirements) (Amendment)Regulations, 2018, with effect from 1st April, 2019, a listed entity is required to obtain the approval of Members by way of Special Resolution to appoint or continue the directorship of any non-executive director who has attained the age of 75 years .

In order to continue the directorship of Shri Surendra M. Shah(DIN: 00016578), Non-Executive Independent Director aged 83 years old and Shri Vasant A. Shah(DIN: 00011596), Non –Executive Independent Director aged 76 years old with effect from April 1, 2019, the Board of Directors at their meeting held on May 28, 2019 recommended to obtain approval of Shareholders by way of special resolution at item no. 4 and 5 at the ensuing 36th Annual General Meeting.

All the existing terms and conditions of re-appointment of Shri Surendra M. Shah as Non-Executive Independent Director, Shri Vasant A. Shah as Non-Executive Independent Director, shall remain unchanged.

14. NUMBER OF MEETINGS OF THE BOARD

The Board meets at regular interval with gap between two meetings not exceeding 120 days. During the year under review, the Board met six times as mention below:

Sr. No Date of Board Meeting
1. 25th May, 2018
2. 30thJune, 2018
3. 7th August, 2018
4. 1st November, 2018
5. 2nd February, 2019
6. 27th February, 2019

15. POLICY ON DIRECTORS APPOINTMENT AND REMUENERATION

The Nomination and Remuneration Committee (NRC) has approved the criteria and process for identification / appointment of Directors which are as under:

15(a) Criteria for appointment:

(i) Proposed Director ("Person") shall meet all statutory requirements and should: possess the highest ethics, integrity and values

• not have direct/indirect conflict with present or potential business/operations of the Company have the balance and maturity of judgment be willing to devote sufficient time and energy

• have demonstrated high level of leadership and vision, and the ability to articulate a clear direction for an organization have relevant experience with respect to Companys business (In exceptional circumstances, specialisation/ expertise in unrelated areas may also be considered)

• have appropriate comprehension to understand or be able to acquire that understanding : o relating to Corporate Functioning o involved in scale, complexity of business and specific market and environment factors affecting the functioning of the Company.

15(b) Process for Identification / Appointment of Directors

(i) Board members may (formally or informally) suggest any potential person to the Chairman of the Company meeting the above criteria. If the Chairman deems fit, necessary recommendation shall be made by him. (ii) Chairman of the Company can himself also refer any potential person meeting the above criteria.

(iii) Board will consider such proposal on merit and decide suitably.

15(c) Remuneration Policy

The Company has formulated policy relating to the remuneration for the Directors,Key Managerial Personnel and other employees of the Company. The remuneration policy is available on the website of the Company www.gujaratleasefinancing.co.in. The salient features of this policy are as under :

Elements of Remuneration

(1) Employee remuneration may have any one or more of the following elements.

a) Fixed Pay, which includes Basic Salary, House Rent Allowance , Car Allowance or Conveyance Allowance, Special Allowances (for specific purposes), Companys Contribution to Provident Fund & Superannuation Fund and Gratuity.

Fixed Pay Comprising of the following :

• Economic Rise : based on All India Consumer Price Index published by the Government of India or Internal survey wherein inflation on commonly used items calculated.

• Performance Rise : based on the Industry and overall business scenario and factoring the following aspects :

a. Companys Performance vis-a-vis the industry(Grades ranging from A+ to C-Higher the Grades, higher the rating).

b. Individual Performance/track record including care for health /balance between quality of work and family life.

Promotion Rise :Which is either in the form of Variable Pay and Retention Pay.

b) Variable Pay, Which may be in form of Performance-based Pay(upto 20% of total remuneration), Retention Pay (determined case- by case basis), One time Reward(in addition to agreed remuneration) and Commission based on profits for directors on the Board.

c) Other benefits, comprising Hospitalisation Insurance & Personal Accident Insurance , both with defined benefits provided to all employees; annual leave and accumulation /encashment hereof; provision of Company maintained Car; and Directors & Officers Liability Insurance with Defined benefits.

d) Retention Pay, in the case where stability is an issue, part of the CTC is kept as retention pay which is being paid after 3 years or more.

(2) Annual Review of Performance and Increment in Remuneration

a) Soon after the end of financial year, an annual appraisal of performance of all employees will be conducted by the department.

b) The annual appraisal (except for Executive Directors and Directors on Board)will be based on an objective and subjective assessment of performance of employees involving self-assessment, assessment by immediate supervising officer and assessment by Head of Department on defined parameters. Employees will be ranked based on such performance appraisal and promotion and increment in remuneration will be determined.

c) Annual appraisal of Executive Director/CFO/Company Secretary and all other employees covered within the meaning of "Senior Management" as defined in SEBI Listing Regulations/Companies Act, 2013, will be conducted by the Chairman /MD based on individual performance and contribution to the business and the same will be placed before the Nomination and Remuneration Committee(NRC)

d) Subject to satisfactory annual appraisal, annual revision will be determined based on

(a) industry and overall business scenario and financial performance of the Business Unit /Company for the year; (b)general price inflation for the financial year under appraisal;

(c) individual performance merits;

(d) refixation required (due to market factors, increased role or promotion).

In addition to annual revision, the annual appraisal of performance will also be used to determine variable pay component and one-time reward, where applicable.

(3) Remuneration of INED/NED

Remuneration of INED/NED may be by way of : a) Sitting fees based on attendance for each meeting of the Board or Committee thereof , subject to applicable law and as determined by the Board, from time to time. b) Commission for the financial year based on attendance of meetings of the Board and Audit Committee and contribution, subject to applicable law and as determined by the shareholders/Board from time to time.

(4) Remuneration of MD and WTD a) Remuneration for MD/WTD may comprise Fixed Pay, Other benefits and Variable Pay in form of Commission based on profits of the Company. b) The remuneration and annual revision of MD/WTD will be reviewed & recommended by NRC and approved by the Board and Shareholders, where required.

(5) Other Employees

Remuneration of other MC employees, including annual review will be determined by the Chairman /MD/Unit Head, upon recommendation by the department.

16. CRITERIA FOR PERFORMANCE EVALUATION

During the year under review, the Board considered and refined the criteria as well as the process for performance evaluation of itself that of its Committees and Individual Directors as follows:

16(a) Criteria for Board Evaluation

1. Degree of fulfillment of key responsibilities including special responsibilities as under:

• Focus on strategic and policy issues

• Governance and compliance

• Stakeholders value and responsibility

2. Effectiveness of Board process and information sharing.

3. Board culture and dynamics

4. Quality of decisions.

5. Establishment and delineation of responsibilities to Committees.

6. Facilitation of Independent Directors.

16(b) Criteria for Committee Evaluation

1. Degree of fulfillment of key responsibilities.

2. Frequency and effectiveness of meetings.

3. Committee dynamics, especially openness of discussions, including with the Board.

4. Adequacy of Committee composition.

5. Quality of relationship of the committee with the Board and the management.

16(c)Criteria for Evaluation of Individual Directors

1. Fulfillment of functions

2. Attendance

3. Contribution at meetings

4. Guidance / support to management outside Board / Committee meetings

5. Participation in Board in terms of adequacy (time & content)

6. Independent views and judgment (only for IDs)

16(d) Criteria for Evaluation of Chairperson

1. Attendance.

2. Contribution and Impartiality at meetings.

3. Guidance / support to management outside Board / Committee meetings.

4. Effectiveness as Chairman of the Board including leading the decision making on vision, strategy ethics and values for the Company, Ability to keep shareholders interest in mind and communicating with external stakeholders.

5. Handling the evaluation process.

16(e) Criteria for Flow of Information between Management and Board

1. Unrestricted flow of Information

2. Adequacy, quality and timeliness of Information.

17. MANNER OF EVALUATION OF BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

The Evaluation of Board, its Committees and Individual Directors were carried out as per the process and criteria laid down by the Board of Directors based on the recommendation of the Nomination and Remuneration Committee. The obtaining and consolidation of feedback from all Directors in this regards, was co-ordinated by the Vice Chairman. Based on this, Chairman/Vice Chairman briefed the Board and each of the Individual Directors, as applicable.

18. FAMILIARISATION PROGRAMME

Familiarization Programme imparted to Independent Directorsmay be viewed at the following link on the Companys official website:http://www.gujaratleasefinancing.co.in/>policy

19. AUDIT COMMITTEE

The Composition of the Audit Committee is in compliance with the provisions of the SEBI (LODR) Regulations, 2015 and Section 177 of the Companies Act, 2013.

During the year under review, the Board met six times as mention below:

Sr. No Date of Audit Committee Meeting
1. 25th May, 2018
2. 30thJune, 2018
3. 7th August, 2018
4. 1st November, 2018
5. 2nd February, 2019
6. 27th February, 2019

The Composition of Committee as on 31st March, 2019 is given below:

Name of the Director Category of Directorship No. of Meetings Attended
Shri Surendra M. Shah Chairman Independent Director 6
Shri Vasant A. Shah Independent Director 6
Shri YogeshK.Vyas Non - Executive Non Independent Director 4

During the year, the Board has accepted all the recommendations made by the Audit Committee.

20. VIGIL MECHANISM

The Company has established the vigil mechanism through Whistle Blower Policy for all the stakeholders of the Company, which also provides for direct access to the Chairperson of the Audit Committee in appropriate or exceptional cases as per the Policy.

The Whistle Blower Policy will be applicable to all the stakeholder of the Company, which is an extension of the Code of Business Conduct through which the Company seeks to provide a mechanism for the Stakeholders to disclose their concerns and grievances on Unethical Behavior and Improper/Illegal Practices and Wrongful Conduct taking place in the Company for appropriate action. The Company shall oversee the vigil mechanism only through the Audit Committee. If any of the members of the Audit Committee have a conflict of interest in a given case, they should rescue themselves and the others in the Committee would deal with the matter on hand.

The Policy provides necessary safeguards to all Whistle Blowers for making Protected Disclosures in Good Faith and any Stakeholder assisting the investigation. It also provides the detailed scope and role of Whistle Blower and the manner in which concern can be raised. Further, the Policy contains provisions relating to investigation of the protected disclosures, protection to the whistle blower, decision by CFO, CEO or Audit Committee and reporting & monitoring by the Company.

The policy has been placed on the website of the Company at the below link: http://www.gujaratleasefinancing.co.in/>policy

21. NOMINATION AND REMUNERATION COMMITTEE

The Board has on recommendation of Nomination and Remuneration Committee, framed a policy for selection of appointment of Director, Senior Management and their remuneration.The said policy may be referred to, at the Companys official website at the below web link: http://www.gujaratleasefinancing.co.in/>policy

22. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

Since, the Company does not fall under the criteria as mentioned in the provisions of Section 135 of the Companies Act, 2013 and the Companies (Corporate Social Responsibilities) Rules, 2014; the Company has not formed the Corporate Social Responsibility (CSR) Policy and the CSR Committee. The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions are not applicable.

23. RISK MANAGEMENT POLICY

Your Company recognizes that risk is an integral part of business and is committed to managing the risks in a proactive and efficient manner. Your Company periodically assesses risk in the internal and external environment, along with the cost of treating risks and incorporates risk treatment plans in its strategy, business and operational plans.

Your Company, through its risk management process, strives to contain impact and likelihood of the risk within the risk appetite as agreed from time to time with the Board of Directors.

There are no risks which in the opinion of Board threaten the existence of Your Company.

The Company has adopted a Risk Management Policy for a systematic approach to control risks. The Risk Management Policy of the Company lays down procedures for risk identification, evaluation, monitoring, review and reporting. The Risk Management Policy has been developed and approved by the Senior Management in accordance with the business strategy.The salient features of the policy are given here below :

Identification of Risks Identity/update the industry risks & macro-economic risk affecting the Com- pany.
Categorization of risks (internal/External and controllable /uncontrollable ) based on Root Cause Analysis.
Impact assessment to ascertain potential severity and likelihood of occurence of the Risk followed by categorization into Low, Medium and High.
Risk Assessment Mitigation plan with timelines for all risks, resulting into any one of the following :
-Accept
-Reduce
-Share
-Avoid/Eliminate
Monitoring Monitoring of mitigation plans

The said policy may be referred to, at the Companys official website at the below web link: http:// www.gujaratleasefinancing.co.in/>policy.

24. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 :

There is no loans given, investment made, guarantee given or security provided by the Company to any entity under Section 186 of the Companies Act, 2013.

25. CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS REPORTS

A separate report on Corporate Governance and Management Discussion and Analysis are furnished forms part of Annual Report as Annexure - C & Annexure – Drespectively and the certificate from the Companys Auditors regarding compliance of conditions of Corporate Governance is annexed to the BoardsReport.

26. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO

The Company has no activities relating to conservation of energy or technology absorption. There has been no foreign exchange earning or outgo during the year under review.

27. PROHIBITION OF INSIDER TRADING :

The Company has adopted a code for Prohibition of Insider Trading which regulate the trading in securities by Directors and designated employee of the Company. The Board is responsible for implementation of the Code. The code requires pre-clearance for dealing in the Companys shares and prohibits the purchase or sale of Companys shares by the Directors and the designed employee while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading window is closed. The relevant policy is available on the Companys website.

28. PARTICULARS OF EMPLOYEES

The information required under pursuant to Section 197 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided below:

1. The ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year : Nil

2. The percentage increase in remuneration of each director, Chief Financial Officer, Chief Eexcutive Officer, Company Secretary or Manager, if any, in the financial year : Nil

3. The percentage increase in the median remuneration of employees in the financial year : Nil

4. The number of permanent employees on the rolls of Company : Three employees as on 31st March, 2019.

5. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year : NIL

6. Affirmation that the remuneration is as per the remuneration policy of the Company:

The Company has discontinued its business operation since the FY 1999-2000 hence performance evaluation of the Company could not be done. The Company does not have any operational income. The Company pays remuneration to its 3 employees (Key Managerial Personnel) during the year in accordance with applicable provisions of the Companies Act, 2013.

The Company does not have employee under the category as specified in Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

29. CHANGE IN THE NATURE OF BUSINESS:

No change in nature of the business of the Company occurred during the year under review.

30. MATERIAL CHANGES AND COMMITMENT IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT :

No other material changes have taken place after completion of the financial period upto the date of this report, which may have substantial effect on business and finances of the Company and which are required to be disclosed in this Report.

31. REPORTING OF FRAUDS BY AUDITORS

During the year under review, Statutory Auditors, Secretarial Auditors have not reported any instances of fraud committed by its Officers or Employees to the Audit Committee under section 143(12) of the Companies Act, 2013, details of which needs to be mentioned in this report.

32. EXTRACT OF THE ANNUAL RETURN

The extract of the Annual Return in Form MGT-9 is appended herewith as Annexure-E to this Report.

33. PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:

The Company has no women employee working during the year under review, as such it was not required to constitute internal Complaints Committee under the Sexual Harassment at Workplace (Prevention, Prohibition &Redressal) Act, 2013 and report the complaints received, disposed off and pending as on the end of the financial year.

34. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE :

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

35. INDUSTRIAL RELATIONS

During the year under review, your Company enjoyed cordial relationship with the employees at all the levels.

36. ACKNOWLEDGEMENTS

Your Directors are grateful to GIIC Limited, the Government of Gujarat and Torrent Group for their continued guidance and support to the Company. The Directors are pleased to place on record their appreciation for the excellent support extended by the banks.

The Board would also like to express great appreciation for the understanding and support extended by the employees and Shareholders of the Company in the difficult period.

For and on behalf of the Board of Directors
Place : Ahmedabad Harnish Patel Kavita Mandan
Date: 28th May, 2019 Director-in-Charge Director
DIN: 00114198 DIN: 07419972