DIRECTORS' REPORT The Members, Your Directors' have pleasure in presenting the 32nd Annual Reports together with Audited Statement of Accounts for the year ended 31st March 2015. DIVIDEND: The Board, for the year ended 31st March, 2015 in view of profit is required for reinvested in business hence regret to declare any dividend for the year. RESERVES: The board does not proposed any amount to carry to any specific reserves other than Statutory Reserve Fund. STATE OF COMPANY'S AFFAIRS: During the current financial year, the company has earned Net Profit before tax and other adjustment of Rs 29.58 lacks as compared to Net Profit Rs. 13.06 lacs in previous financial Year. CHANGES IN NATURE OF BUSINESS: There is no significant changes had been made in the nature of the company during the financial year. MATERIAL CHANGES AND COMMITMENTS OCCURRED BETWEEN THE DATE OF BALANCE SHEET AND THE DATE OF AUDIT REPORT No significant material changes and commitments have occurred between the date of the balance sheet and the date of the audit report. SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS/COURTS/TRIBUNALS There are no significant and material orders passed by Regulators/Court/Tribunals against the company. 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 are designed to ensure liability 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 are acquired economically, used. SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES AND THEIR PERFORMANCE There is no Subsidiary company or Joint Venture or Associate Companies of the Company. DEPOSITS During the financial year, Company has not accepted any type of deposits. Neither, any type of deposits of previous year is Unpaid or Unclaimed during the financial year. STATUTORY AUDITORS: M/s. S. K. Rathi & Co., Chartered Accountants [F R No.: 108724W] who are the Auditors of the Company hold the Office till the conclusion of ensuing Annual General Meeting and express eligibility to continue to be appointed as Auditors for the next financial year, therefore Board of Director has recommended the reappointment of M/s S. K. Rathi & Co., Chartered Accountants. The Company has received consent from the Auditors pursuant to Section 139 of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014. Remuneration to be decided by the Board of Directors in consultation with the auditors plus applicable service tax and reimbursement of the travelling and out of pocket expenses incurred by them for the purpose of audit pursuant to Section 142 of the Companies Act, 2013. AUDITORS REPORT: Auditors had not made any qualification or did not make any adverse remark in their report regarding financial statements. Therefore, there is no need for any clarification or any comment on Auditors report. SHARE CAPITAL During the financial year, the Company had not issued any Equity Shares with Differential rights, any Sweat Equity Shares and any Employee Stock Options. CORPORATE SOCIAL RESPONSIBILITY (CSR) No Corporate social responsibility activities have been taken during the year of Rule 9 of Companies (Corporate Social Responsibility Policy) Rules, 2014 as Rule 9 is not applicable to company. DIRECTORS A) Changes in Directors and Key Managerial Persons:- In accordance with Section 152 of the Companies Act, 2013 and Articles of Association of the Company, Ms. Ritika Girdhari Biyani (DIN 00523359), shall retire by rotation as Director at the ensuing annual general meeting and being eligible, offers himself for re- appointment. B) Declaration by an Independent Director(s) and reappointment, if any:- The Board of Directors of the company hereby confirms that they have received the declaration of fulfilling the criteria of Independent Director specified in subsection (6) of section 149 of the Companies Act, 2013 from all the Independent directors appointed during the year. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS The Board of Directors of the Company has done four board meetings during this financial year which is in compliance to the provisions of the Companies Act, 2013. AUDIT COMMITTEE The Audit Committee is constituted in line with the regulatory requirements mandated by the Companies Act, 2013 and Clause 49 of the Listing Agreement. NOMINATION AND REMUNERATION COMMITTEE The Nomination and Remuneration Committee is constituted in line with the regulatory requirements mandated by the Companies Act, 2013 and Clause 49of the Listing Agreement. PERFORMANCE EVALUATION OF BOARD, COMMITTEES & INDIVIDUAL DIRECTORS A formal evaluation of the performance of the Board, it's Committees, the Chairman and the individual Directors was carried out for the year 2014-15 led by the Nomination & Remuneration Committee. As part of the evaluation process, the performance of non-independent Directors, the Chairman and the Board was done by the independent Directors. The performance evaluation of the respective Committees and that of independent and non-independent Directors was done by the Board excluding the Director being evaluated. The Directors expressed satisfaction with the evaluation process. CODE OF CONDUCT The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the company. The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders. The Code gives guidance through examples on the expected behavior from an employee in a given situation and the reporting structure. All the Board Members and the Senior Management personnel have confirmed compliance with the Code. VIGIL MECHANISM / WHISTLE BLOWER POLICY The Company has in place a whistleblower policy, to support the Code of conduct of the Company. This policy documents the Company's commitment to maintain an open work environment in which employees, consultants and contractors are able to report instances of unethical or undesirable conduct, actual or suspected fraud or any violation of Company's Code of conduct at a significantly senior level without fear of intimidation or retaliation. PREVENTION OF INSIDER TRADING The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading insecurities by the Directors and designated employees of the Company. The Code prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code. All Board Directors and the designated employees have confirmed compliance with the Code. DISCLOUSRE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 In accordance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made there under, the Company formulated an internal Policy on Sexual Harassment at Workplace (Prevention, Prohibition and Redressal) during the year under review. An internal Complaint committee has been set up to redress complaints received regarding sexual harassment. All woman employees (permanent, contractual, temporary, trainees) are covered under this policy. During the year under review there were no complaints received by the Company related to sexual harassment. SECRETARIAL AUDIT During the year under review, M/s VKM & Associates, Practicing Company Secretary who was appointed as the Secretarial Auditor of the Company has issued the audit report in respect of the secretarial audit of the Company for the financial year ended March 31, 2015. The Secretarial Audit Report which forms a part of the Annual Report is self explanatory. The Company is in process for appointment of Company Secretary in whole time employment as KMP in the organization. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY The Company has an adequate Internal Control System, commensurate with the size, scale and complexity of its operations. The scope of the Internal Audit function outsourced to ARKS & ASSOCIATES of internal Auditors Chartered Accountants as of current is well defined in the engagement letter of the Internal Auditor duly approved by the Audit Committee. To maintain its objectivity and independence, the Internal Auditor reports to the Audit Committee. The Internal Auditor evaluates the adequacy of the internal control system in the Company on the basis of Statement of Operations Procedure, instruction manuals, accounting policy and procedures. MATERIAL AND SIGNIFICANT ORDERS PASSED BY REGULATORS & COURTS No significant and material orders have been passed by any regulators or courts or tribunals against the Company impacting the going concern status and Company's operations in future. LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 The Company has not made any loans and Investments and guarantees in relation to section 186 of the Companies Act, 2013 during the financial year. CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES Form No AOC-2 has been attached with the details of transaction entered with the related parties at on arm length or non arm length basis. MANAGERIAL REMUNERATION Details of Managerial Remuneration required to be Disclosed in Boards Report as per Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:- There is no employee who is withdrawing remuneration more than 60 Lacks per annum, more than 5 Lacks per month and more than remuneration of Managing Director or Whole Time Director RISK MANAGEMENT POLICY: A statement has been annexed with the report indicating development and implementation of a risk management policy for the company including identification therein of elements of risk, which in the opinion of the Board may threaten the existence of the company CORPORATE GOVERNANCE As per SEBI Circular No.CIR/CFD/POLICY CELL/7/2014 dated 15th Sept,2014, the Corporate Governance under Clause 41 of Listing Agreement is not applicable to the Company because Paid-up Capital of the Company is below Rs.10cr and Net worth of the Company is below Rs.25 cr as on 31.03.2015. DIRECTOR'S RESPONSIBILITY STATEMENT Pursuant to Section 134(3)(c) of the Companies Act, 2013, your directors confirm that: (i) In the preparation of the accounts for the financial year ended 31 March 2015, the applicable Accounting standards have been followed along with proper explanations relating to material departures; (ii) The directors have selected such accounting policies and applied them consistently and make judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the company at the end of the said financial year and of the profit and loss of the company for the said financial year; (iii) The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; (iv) The directors have prepared the accounts for the year ended 31 March 2015 on a 'going concern' basis. (v) 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. ACKNOWLEDGEMENT: Your Directors wish to express their gratitude to the officials of the Stock Broking Houses, Stock Exchanges, company's bankers and shareholders who have extended their valuable support to the Company. Directors are also grateful to the staff and employees of the Company for their devotion and relentless services. For and on behalf of the Board For GSB FINANCE LTD Sd/- GIRDHARI S. BIYANI (DIN No. 00523132) Chairman Place : Mumbai. Date : 30th May, 2015 Registered Office: 815, Stock Exchange Tower, 8th Floor, Dalal Street, Mumbai - 400 001. |