Dear Shareholders,
The Board of Directors have pleasure in presenting this 32nd Annual Report
on the business and operations of your Company ("the Company"), along with the
Audited financial statements for the financial year ended on March 31, 2025.
Financial Highlights
The standalone financial statements for the financial year ended March 31, 2025,
forming part of this Annual Report, have been prepared in accordance with the Indian
Accounting Standards (Ind AS) as notified by the Ministry of Corporate Affairs.
Details |
Year Ended 31.03.2025 |
Year Ended 31.03.2024 |
| Revenue from Operations |
1,17,836.65 |
42,847.62 |
| Other Income |
0 |
30.13 |
| Total Revenue |
1,17,836.65 |
42,877.75 |
| Expenditure |
64,170.31 |
28,937.03 |
| Exceptional Items |
- |
- |
| Profit/(Loss) before Tax |
53,666.34 |
13,940.72 |
| Tax Expense |
15,370.36 |
3,627.63 |
| Net Profit/(Loss) |
38,295.98 |
10,313.09 |
Earnings per Share (Basic)/ (Diluted) |
0.76 |
0.34 |
REVIEW OF OPERATIONS AND FUTURE PROSPECTS
During the year under review, total revenue from operation is 1,17,836.65/- (in Rupees
hundred) as compare to 42,847.62/- (in Rupees hundred) in the previous year. Along with
that profit after tax (PAT) has seen an increase from 10,313.09/- (in Rupees hundred) to
38,295.98/- (in Rupees hundred). Your directors assure you to present much better results
in the coming time.
SHARE CAPITAL
During the year under review, authorized capital of the Company has increased from
3,30,00,000/- (Rupees Three Crores and Thirty Lakhs Only) divided into 33,00,000 (Thirty
Three Lakhs) Equity Shares of 10/- (Rupees Ten Only) each to the 5,50,00,000 (Rupees Five
Crores Fifty Lakhs Only) divided into 55,00,000 (Fifty Five Lakhs) Equity Shares of 10/-
(Rupees Ten Only) each and paid-up share capital of the Company increased from 3,01,01,000
(Rupees Three Crore One Lakh and One Thousand) divided into 30,10,100 (Thirty Lakh Ten
Thousand and One Hundred) equity shares of 10 each to 5,01,01,000 (Rupees Five Crore One
Lakh and One Thousand) divided into 50,10,100 (Fifty Lakh Ten Thousand One Hundred) equity
shares of 10 each via private placement dated 31.03.2025.
AUTHORIZED SHARE CAPITAL
The Authorized share Capital of the Company increased from 3,30,00,000/- (Rupees Three
Crores and Thirty Lakhs Only) divided into 33,00,000 (Thirty Three Lakhs) Equity Shares of
10/- (Rupees Ten Only) each to the 5,50,00,000 (Rupees Five Crores and Fifty Lakhs Only)
divided into 55,00,000 (Fifty Five Lakhs) Equity Shares of 10/- (Rupees Ten Only) each.
ISSUED, SUBSCRIBED & PAID-UP CAPITAL
The issued, subscribed and paid-up capital of the Company, as on March 31, 2025 is
5,01,01,000 (Rupees Five Crore One Lakh and One Thousand) divided into 50,10,100 (Fifty
Lakh Ten Thousand and One Hundred) equity shares of 10 each.
DIVIDEND
The company has not declared any dividend for the financial year ended 31st
March, 2025.
TRANSFER TO RESERVES
The position of reserves is at the end of financial year ended March 31, 2025 is as
follows:
Particulars |
31.03.2025 |
31.03.2024 |
| Balance Brought Forward |
23,020.38 |
14,769.90 |
| Profit For The Year |
38,295.98 |
10,313.09 |
| Previous Year Adjustment |
304.90 |
0 |
| Less: Transfer to statutory reserve u/s 45IC (1) RBI |
(7,659.20) |
|
| Act,1934 |
|
(2,062.62) |
TOTAL |
53962.06 |
23,020.38 |
FINANCIAL STATEMENTS
The Financial Statements of your Company have been prepared in accordance with Indian
Accounting Standards (IND-AS) issued by the Institute of Chartered Accountants of India
and Regulation 48 of the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 (hereinafter referred to as SEBI Listing
Regulations, 2015) for the financial year 2024-25 as applicable to the Company. The
estimates and judgments relating to the Financial Statements are made on a prudent basis,
so as to reflect in a true and fair manner, the form and substance of transactions and
reasonably present the Company's state of affairs, profit and cash flow for the year ended
31st March, 2025.
DEPOSITS
Your Company has not accepted any Deposits during the year in terms of Section 73 of
the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014. No
deposits remained unpaid or unclaimed as at the end of the year and there was no default
in repayment of deposits or payment of interest thereon during the year.
MATERIAL CHANGES FROM END OF FINANCIAL YEAR TO DATE OF REPORT
There are no material change affecting the financial position of Company which has
occurred between the end of financial year of the Company to which the financial
statements relate and the date of this report other than those disclosed in the Annual
report.
CHANGE IN NATURE OF BUSINESS
During the period under review, the Company has not changed its nature of business.
HUMAN RESOURCE DEVELOPMENT
The Company sees its employees as critical to the future and believes that every
employee needs to possess apart from competence, capacity and capabilities, sustainable
values, current and contemporary which would make them useful and relevant and competitive
in managing the change constructively for overall growth of the organization. To this end
the company's approach and efforts are directed towards creating a congenial work
atmosphere for individual growth, creativity and greater dedicated participation in
organizational development. The Company believes that the success of an organization
largely depends on the quality of its workforce. Employee relations remained cordial and
peaceful throughout the year.
SUBSIDIARY COMPANIES
The Company does not have any subsidiary companies. Hence, Your Company is not required
to present the consolidated financial statement as per the requirement of the provision of
Section 136 of the Companies Act, 2013.
PROGRAMME FOR FAMILIARISATION OF INDEPENDENT DIRECTORS
The details of programme for familiarization of independent directors of the Company,
their roles, rights, responsibilities in the Company, nature of the industry in which the
Company operates, business model of the Company and related matters are put up on the
website of the Company's website.
DECLARATION OF INDEPENDENCE
Your Company has received declarations from all the Independent Directors confirming
that they meet the criteria of independence as prescribed under the provisions of
Companies Act, 2013 read with rules made thereunder.
CHIEF FINANCIAL OFFICER AND COMPANY SECRETARY
Pursuant to the provisions of Section 203 of the Companies Act, 2013, Mr. Arvind Kumar
Baid, Chief Financial Officer and Ms. Niti Taheem, Company Secretary were formalized as
the Key Managerial Personnel of the Company. However, Ms. Niti Taheem tendered her
resignation on 30th June 2025 and Ms. Reetu was appointed as a Company
Secretary and Compliance Officer from 1st July 2025 onwards.
EFFICIENT INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY
Adequate internal controls have been laid down by the Company to safeguard and protect
its assets as well as to improve the overall productivity of its operations. All the
transactions are properly authorized, recorded and reported to the management. The Company
is following all the applicable Accounting Standards for properly maintaining the books of
accounts and reporting financial statements. The detailed process of review not only
ensures reliability of control systems and legal compliances with applicable legislation,
defined policies and processes but also reviews efficiency of systems and ensures
safeguarding of tangible and intangible assets.
AUDITORS AND THEIR REPORTS
1. STATUTORY AUDITORS
Based on the recommendations of the Audit Committee, the Board of Directors noted and
accepted the resignation of M/s O. Agarwal & Co. dated 06.08.2025. The Board also
placed on record its appreciation to outgoing Auditors for their contribution to the
Company with their audit processes and standards of auditing.
In this regard, after obtaining their consent and eligibility certificate under Section
139(1) of the Companies Act, 2013, the Board of Directors of the Company at their meeting
held on August 06, 2025 appointed M/s Jain Akshay & Associates, Chartered Accountants
(Firm Registration Number: 040168N) as the Statutory Auditors of the Company under Section
139(8) of the Companies Act, 2013, to fill the casual vacancy consequent to the
resignation of M/s O. Agarwal & Co.
M/s Jain Akshay & Associates, Chartered Accountants is a well known firm of
Chartered Accountants, office situated at New Delhi. The firm also holds a Peer Review
Certificate No. 020372 issued by the Peer Review Board of the Institute of Chartered
Accountants of India valid till March 31, 2028.
As required by Section 139(8) of the Companies Act, 2013, the appointment is also to be
ratified and approved at a general meeting of the Company. Accordingly, the Board of
Directors recommends the said appointment for the ratification and approval of
shareholders at the ensuing AGM of the Company.
Further, the Board, on the recommendation of the Audit Committee and subject to the
approval of the shareholders, approved appointment of M/s Jain Akshay & Associates
(Firm Registration Number: 040168N) as the Statutory Auditors of the Company for a period
of 5 (five) years from the conclusion of the ensuing 32nd AGM till the
conclusion of the 37th AGM to be held in the year 2030 at such remuneration
plus out of pocket expenses and applicable taxes, as may be mutually agreed between the
Board of Directors of the Company and the Auditors.
Appropriate resolution seeking Members approval for the appointment of M/s Jain Akshay
& Associates as the Statutory Auditors of the Company is appearing in the Notice f o r
convening the ensuing AGM of the Company.
M/s Jain Akshay & Associates have confirmed their willingness and eligibility for
appointment in accordance with Section 139 read with Section 141of the Act
The Audit for FY 2024 25 was conducted by M/s O Agarwal & Co and there are no
qualifications, reservations, adverse remarks or disclaimers made by the Statutory Auditor
in their Audit Report. The Notes to the financial statements referred in the Auditors
Report are self explanatory and therefore do not call for any comments under Section 134
of the Companies Act, 2013. The Auditors' Report is enclosed with the financial statements
in the Annual Report.
AUDITORS' REPORT
The Auditors' report on the financial statement for the financial year 2024-25 is
self-explanatory.
2. SECRETARIAL AUDITOR
Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with
corresponding Rules framed thereunder, the Board of Directors has appointed M/s C Gaur
& Associates, Practicing Company Secretary, to conduct Secretarial Audit under the
provisions of Section 204 of the Companies Act, 2013 for the financial year 2024-25. M/s.
C Gaur & Associates, Company Secretaries, a peer reviewed firm (Firm Registration No.
S2017DE529000), appointed as Secretarial Auditors to conduct the Secretarial Audit of the
Company for five consecutive years, i.e. from financial year 2025-26 to financial year
2029-30. The Secretarial Audit Report is annexed herewith and marked as Annexure I to
this Report.
Management Reply
Company will take necessary steps required for complying all above stated matters in
the coming year.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
i) Retirement by Rotation:
Pursuant to the provisions of Section 152(6) and other applicable provisions, of the
Companies Act, 2013 and Articles of Association of the Company, Director of the Company,
retires by rotation at the ensuing Annual General Meeting and being eligible has offered
for him re-appointment.
ii) Appointment & Resignation of Directors:
During the year under review it has been observed that there has been changes in the
composition of the Board of Directors.
Appointments:
Mr. Atul Jain (DIN: 06608095),) had been appointed as Executive Director by the Board
w.e.f. 30th September, 2024.
Mr. Mukesh Dudhoria (DIN: 10749468) and Mr. Rajender Agarwal (DIN: 00850468) had been
appointed as Non-Executive Independent Director w.e.f. respectively 22nd January,
2025 and 30th September, 2024.
Resignation:
Mr. Satyanarayana Murty Tantravahi tendered his resignation as Executive Director on 27th
August 2024.
Ms. Niti Taheem was appointed as Company Secretary and Compliance of the Company by the
Board w.e.f. 18th July, 2024.
Note: Later she resigned on 30th June, 2025 and Ms. Reetu has been appointed
as Company Secretary and Compliance Officer of the Company w.e.f. 01st July,
2025.
Name |
Date of appointment |
Date of cessation |
Designation |
| Deepak Kumar Gangwani |
27.01.1994 |
- |
Whole-Time Director |
| Satyanarayana Murty |
15.01.2024 |
27.08.2024 |
Executive Director |
| Tantravahi |
|
|
|
|
|
|
Non-Executive Director |
| Mukesh Dudhoria |
22.01.2025 |
- |
|
|
|
|
(Independent) |
| Rajender Agarwal |
30.09.2024 |
|
Non-Executive Director |
|
|
- |
|
|
|
|
(Independent) |
| Atul Jain |
30.09.2024 |
- |
Executive Director |
| Prem Kumar Jain |
15.01.2024 |
- |
Executive Director |
| Ashish Jain |
15.01.2024 |
- |
Non-Executive Director |
|
|
|
Non-Executive Director |
| Gunjan Chawla |
10.02.2024 |
- |
(Independent) |
| Arvind Kumar Baid |
15.01.2024 |
|
Chief Financial Officer |
| Niti Taheen |
18.07.2024 |
30.06.2025 |
Company Secretary |
| Reetu |
01.07.2025 |
- |
Company Secretary |
None of the Directors of the Company are disqualified as per section 164(2) of the
Companies Act, 2013 and Rules made thereunder or any other provisions of the Companies
Act, 2013. The Directors have also made necessary disclosures to the extent as required
under provisions of section 184(1) of the Companies Act, 2013. All members of the Board of
Directors and senior management personnel affirmed compliance with the Company's Code of
Conduct policy for the FY 2024-25.
None of the Director of the Company is serving as a Whole-Time Director in any other
Listed Company and the number of their directorship is within the limits laid down under
section 165 of the Companies Act, 2013.
iii) Disclosure by Directors
The Directors on the Board have submitted notice of interest under Section 184(1) i.e.
in Form MBP-1, intimation under Section 164(2) i.e. in Form DIR 8 and declaration as to
compliance with the Code of Conduct of the Company.
iv) Declaration by Independent Directors:
The Company has received declarations from all the Independent Directors of the Company
confirming that: a) they meet the criteria of independence as prescribed under section 149
of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements)
Regulations 2015; and
b) they have registered their names in the Independent Directors' Data bank pursuant to
Sub- rule (1) and (2) of Rule 6 of the Companies (Appointment and Qualifications of
Directors) Rules, 2014 and amendments thereto.
Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations
& Disclosure Requirements) Regulations, 2015, the Board has carried out an annual
evaluation of its own performance, as well as the evaluation of the working of its
Committees and individual Directors, including Chairman of the Board. The performance
evaluation of all the Directors was carried out by the Nomination and Remuneration
Committee. The performance evaluation of the Board as a Whole and the Non-Independent
Directors was carried out by the Independent Director While evaluating the performance and
effectiveness of the Board, various aspects of the Board's functioning such as adequacy of
the composition and quality of the Board, time devoted by the Board to Company's long-term
strategic issues, quality and transparency of Board discussions, execution and performance
of specific duties, obligations and governance were taken into consideration. Committee
performance was evaluated on the basis of their effectiveness in carrying out respective
mandates. A separate exercise was carried out to evaluate the performance of Directors,
who were evaluated on parameters such as level of engagement and contribution to Board
deliberations, independence of judgments, safeguarding the interest of the Company and
focus on creation of shareholders value, ability to guide the Company in key matters,
attendance at meetings, etc. The Executive Directors were evaluated on parameters such as
strategy implementation, leadership skills, quality, quantity and timeliness of the
information flow to the Board.
The Directors expressed their satisfaction with the evaluation process.
EFFICIENT INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY
Adequate internal controls have been laid down by the Company to safeguard and protect
its assets as well as to improve the overall productivity of its operations. All the
transactions are properly authorized, recorded and reported to the management. The Company
is following applicable Accounting Standards and Policies for properly maintaining the
books of accounts and reporting financial statements. The detailed process of review not
only ensures reliability of control systems and legal compliances with applicable
legislation, defined policies and processes but also reviews efficiency of systems and
ensures safeguarding of tangible and intangible assets.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
The provision of the Section 135 of Companies Act, 2013 is not applicable on the
Company.
NOMINATION & REMUNERATION POLICY
The Board of Directors, on the recommendation of the Nomination & Remuneration
Committee framed a policy for selection and appointment of Directors, Key Managerial
Personnel, Senior Management and their remuneration as required under Section 178 of the
Companies Act, 2013. The Nomination & Remuneration Policy of the Company is annexed
herewith and marked as Annexure II to this Board Report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report as required under Regulation 34 of the SEBI
Listing Regulations, is annexed as Annexure IV to this Board Report.
RISK MANAGEMENT
In accordance with the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, your Company has framed a "Risk Management Policy" to
identify risks associated with the Company, assess its impact and take appropriate
corrective steps to minimize the risks which may threaten the existence of the company.
Compliance management has been significantly strengthened by the deployment of an
integrated compliance management and governance framework.
The Company constantly reviews its exposure to various types of risk. The Company has
in place adequate systems to ensure compliance with all regulatory and statutory matters
reviews the same on a periodic basis and takes appropriate corrective action when
necessary.
DIRECTOR'S RESPONSIBILITY STATEMENT
The Board of Directors acknowledges the responsibility for ensuring compliance with the
provisions of Section 134(3) (c) read with Section 134(5) of the Companies Act, 2013 in
the preparation of the annual accounts for the year ended 31st March, 2025 and
state that:
a. In the preparation of the annual statements for the financial year ended on 31st
March, 2025, the applicable accounting standards have been followed along with
proper explanation relating to material departures, if any;
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 at the end of the financial year and of
the profit and loss of the company for that period; c. The directors have 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 have prepared the annual
accounts on a going concern basis; e. proper internal financial controls were in place and
that the financials control were adequate and were operating effectively; and f. Systems
to ensure compliance with the provisions of all applicable laws were in place and were
adequate and operating effectively.
Based on the internal financial control framework, audit procedure and compliance
system as established and maintained by the Company, the Board is of the opinion that the
Company's internal financial controls were adequate and effective during the financial
year 2024-25.
PARTICULARS OF EMPLOYEES
During the year under review no employee is covered as per rules 5(2) & (3) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, therefore no
statement is required be given showing the names and other particulars of the employees
drawing remuneration in excess of the limits set out in the said rules are not applicable.
PARTICULARS OF REMUNERATION
The information 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
i) The ratio of the remuneration of each Director to the median remuneration of the
employees of the Company for the financial year 2024-25:
Sr. No. |
Name of Director (KMP) |
Remuneration paid for FY 24-25 |
Remuneration paid for FY 23-24 |
| 1 |
Mr. Prem Kumar Jain |
3315.00 |
NIL |
| 2 |
Mr. Atul Jain |
2,600.00 |
NIL |
No sitting fee was paid to any of the Directors for attending Board Meeting/Committee
Meetings.
Note: i. No sitting fee had been paid to any director during the financial year
2024-25.
ii. The percentage increase in the median remuneration of employees in the financial
year 2024-
25: NIL iii. There has been decrease in the expense of salaries paid to the employees.
iv. The number of permanent employees on the rolls of company: 6
v. Average percentile increase already made in the salaries of employees other than the
managerial personnel in the last financial year and its comparison with the percentile
increase in the managerial remuneration and justification thereof and point out if there
are any exceptional circumstances for increase in the managerial remuneration:
vi. The key parameters for any variable component of remuneration availed by the
Directors:
vii. No parameter for any variable component of remuneration has been availed by the
Directors
viii. Affirmation that the remuneration is as per the remuneration policy of the
Company:
It is hereby affirmed that the remuneration paid is as per the Nomination and
Remuneration Policy of the Company.
LISTING ON THE STOCK EXCHANGE
The Company's shares are listed with BSE Limited.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
All transactions entered with related parties during the FY 2024-25 were on arm's
length basis and were in the ordinary course of business except prescribed in Annexure
V falling under the provisions of Section 188 of the Companies Act, 2013. Related
Party defined in section 2(76) of the Companies Act, 2013, and Regulation 23 of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 which may have
potential conflict with the interest of the Company at large. Accordingly, disclosure in
Form AOC-2 is annexed herewith in Annexure V.
COMMITTEES OF THE BOARD
The Committees of the Board focus on certain specific areas and make informed decisions
in line with the delegated authority. The following substantive Committees constituted by
the Board function according to their respective roles and defined scope: ? Audit
Committee ? Nomination and Remuneration Committee ? Stakeholder Relationship Committee
CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING
In terms of the SEBI (Prohibition of Insider Trading) Regulations, 2015, your Company
has already adopted the Code of Conduct to regulate. Monitor and report trading by
designated persons towards prevention of Insider Trading. Further, in accordance with the
provisions of Regulation 8 of SEBI (Prohibition of Insider Trading) Regulations, 2015, the
Board of Directors of the Company has duly approved and adopted the code of practices and
procedure for fair disclosure of Unpublished Price Sensitive Information and formulated
the code of conduct of the Company. The code is applicable to Directors, Employees,
Designated Person and other connected persons of the Company. The aforesaid code of
conduct for prevention of Insider Trading is duly placed on the website of the Company at
www.grovyindia.com. Pursuant to the Internal Code of Conduct for Prevention of Insider
Trading as framed by the Company under SEBI (Prohibition of Insider Trading) Regulations,
2015 (as amended), the trading window closure(s) are intimated in advance to all the
designated person and during the said period, the Board of Directors and concerned persons
are not permitted to trade in the securities of the Company.
DISCLOSURES AS PER APPLICABLE ACT, LISTING AGREEMENT/ SEBI (LODR) REGULATIONS, 2015:
A) EXTRACT OF ANNUAL RETURN
Pursuant to Section 92(3) read with Rule 12 of the Companies (Management and
Administration) Rules, 2014 and Section 134(3)(a) of the Companies Act, 2013, the copy of
Annual Report in form MGT-7 is available at the official website of the Company
www.gdlleasing.com.
B) COMPOSITION OF THE BOARD OF DIRECTORS
The Board of Directors has an optimum combination of Executive, Non-Executive
Independent Directors in accordance with the provisions of the Act. The composition of the
Board of Directors of the Company as on 31st March, 2025 is as under:
Name |
Designation |
Category |
| Deepak Kumar Gangwani |
Whole Time Director |
Executive |
| Prem Kumar Jain |
Managing Director |
Executive |
| Ashish Jain |
Director |
Non-Executive |
| Atul Jain |
Director |
Executive Director |
Rajender Agarwal |
Director |
Non-Executive Independent Director |
Mukesh Dudhoria |
Director |
Non-Executive Independent Director |
Gunjan Chawla |
Director |
Non-Executive Independent Director |
C) BOARD MEETING
The Board of the Company regularly meets to discuss various Business opportunities.
Additional Board meetings are called & convened, as and when required, to discuss and
decide on various business policies, strategies and other businesses.
During the financial year ended March 31, 2025, 9 meetings of the Board of Directors
were held as against the statutory minimum requirement of 4 times.
Pursuant to Section 173 of the Companies Act, 2013, the time gap between the two
consecutive Board Meetings was not be more than 120 days.
Sr. No. |
Date |
| 1. |
29.05.2024 |
| 2. |
14.08.2024 |
| 3. |
04.09.2024 |
| 4. |
13.11.2024 |
| 5. |
22.01.2025 |
| 6. |
03.02.2025 |
| 7. |
14.02.2025 |
| 8. |
26.03.2025 |
| 9. |
31.03.2025 |
a) GENERAL MEETINGS
During the year under review, the following General Meetings were held, the details of
which are given as under:
Sr. No. |
Type of General Meeting |
Date of General Meeting |
| 1. |
Annual General Meeting |
30th September 2024 |
| 2. |
Extra Ordinary General meeting |
20th February 2025 |
b) AUDIT COMMITTEE
The Board has constituted the Audit Committee under the applicable provisions of the
Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015.
The representative(s) of Statutory Auditors are permanent invitees of Audit committee
meetings.
Recommendations of Audit Committee wherever/whenever given have been considered and
accepted by the Board.
The Audit Committee comprises of Three (3) Members as on 31st March, 2025.
S. No. |
Name of the Member |
DIN |
Designation in the Committee |
| 1 |
Mr. Rajender Agarwal |
00850468 |
Chairperson and Member |
|
|
|
(Independent Director) |
| 2 |
Mr. Prem Kumar Jain |
01151409 |
Member (Managing Director) |
| 3 |
Ms. Gunjan Chawla |
10426124 |
Member (Independent Director) |
During the financial year under review, 4 (Four) Audit Committee Meetings were held.
The details of Meetings are as below:
Date of Meeting |
Member Strength |
No. of Members present |
| 29.05.2024 |
3 |
3 |
| 14.08.2024 |
3 |
3 |
| 13.11.2024 |
3 |
3 |
| 14.02.2025 |
3 |
3 |
c) COMPOSITION OF NOMINATION AND REMUNERATION COMMITTEE
The Board has constituted the Nomination & Remuneration Committee under the
applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015.
Nomination and Remuneration Committee meetings are generally held for identifying the
persons who are qualified to become Directors and may be appointed in senior management
and recommending their appointments and removal.
The Nomination and Remuneration Committee comprises of Three (3) Members as on 31st
March, 2025.
S. No. |
Name of the Member |
DIN |
Designation in the Committee |
| 1 |
Mr. Rajender Agarwal |
00850468 |
Chairperson and Member |
|
|
|
(Independent Director) |
| 2 |
Mr. Atul Jain |
06608095 |
Member (Executive Director) |
| 3 |
Mr. Mukesh Dudhoria |
10749468 |
Member (Independent Director) |
One Nomination and Remuneration Committee Meetings was held on 14.02.2025.
d) COMPOSITION OF STAKEHOLDER RELATIONSHIP COMMITTEE
The Board has constituted the Stakeholders & Relationship Committee under the
applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015.
The Stakeholder Relationship Committee comprises of Three (3) Members as on 31st
March, 2025.
S. No. |
Name of the Member |
DIN |
Designation in the Committee |
| 1 |
Mr. Rajender Agarwal |
00850468 |
Chairperson and Member |
|
|
|
(Independent Director) |
| 2 |
Mr. Prem Kumar Jain |
01151409 |
Member (Managing Director) |
| 3 |
Mr. Mukesh Dudhoria |
10749468 |
Member (Independent Director) |
One Stakeholder Relationship Committee Meetings was held on 14.02.2025.
V I G I L MECHANISM/WHISTLE BLOWER POLICY
The Company strongly follows the conduct of its affairs in a fair and transparent
manner by adoption of high standards of professionalism, honesty, integrity and ethical
behavior and accordingly, pursuant to Section 177 of the Companies Act, 2013 and the SEBI
(LODR) Regulations, 2015, your Company has framed its Whistle Blower Policy to enable all
the employees and the directors to report any violation of the Code of Ethics as
stipulated in the said policy. By virtue of Whistle Blower Policy, the directors and
employees of the Company are encouraged to escalate to the level of the Audit Committee
any issue of concerns impacting and compromising with the interest of the Company and its
stakeholders in any way. The Company is committed to adhere to highest possible standards
of ethical, moral and legal business conduct and to open communication and to provide
necessary safeguards for protection of Directors or employees or any other person who
avails the mechanism from reprisals or victimization, for whistle blowing in good faith.
D) DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
AND REDRESSAL) ACT, 2013
The Company has zero tolerance towards sexual harassment at workplace and during the
year under review, your Board has constituted an Internal Complaints Committee to consider
and redress complaints of sexual harassment & also adopted a policy on prevention,
prohibition and redressal of sexual harassment at workplace in line with the provisions of
Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013
and the rules framed thereunder.
During the financial year 2024-25, no complaints with allegation of sexual harassment
were filed with the company.
E) PATICULARS OF LOANS GIVEN, INVESTMENT MADE, GUARANTEES GIVEN AND SECURITY PROVIDED
Pursuant to Section 186 of Companies Act, 2013 the details of the loan given,
guarantees on securities provided and investments made by the company during the financial
year under review, have been disclosed in the financial statements.
F) THINK GREEN, GO GREEN' INITIATIVE
The Companies Act, 2013 permits companies to send documents like Notice of Annual
General Meeting, Annual Report and other documents through electronic means to its members
at their registered email addresses, besides sending the same in physical form.
As a responsible Corporate Citizen, the Company has actively supported the
implementation of ‘Green Initiative' of Ministry of Corporate Affairs (MCA) and
effected electronic delivery of Notices and Annual Reports to those shareholders whose
email ids were already registered with the respective Depository Participants (DPs) and
who have not opted for receiving such documents in physical form. The intimation of
dividends (interim/final) is also being sent electronically to those shareholders whose
email ids are registered.
Members, who have not registered their e-mail addresses so far, are requested to
register their e-mail address with the Registrar and Share Transfer agent (R&TA) of
the Company/Depository participant (DP) of respective member and take part in the Green
Initiative of the Company, for receiving electronic communications and support the
"THINK GREEN, GO GREEN" initiative.
Further, pursuant to Section 108 of the Companies Act, 2013 read with Rule 20 of the
Companies (Management and Administration) Rules, 2014, the Company is providing e-voting
facility to all members to enable them to cast their votes electronically in respect of
resolutions set forth in the Notice of Annual General Meeting (AGM). The detailed
instructions for e-voting are provided in the Notice of AGM.
G) COST RECORDS
The provisions of Section 148 are not applicable on the Company. Consequently, the
company is not liable to maintain such cost records.
H) INTERNAL COMPLAINT COMMITTEE
The Company has complied with provisions relating to the constitution of Internal
Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013.
I) DISCLOSURE RELATING TO MATERIAL VARIATION
As per Regulation 32(1) of SEBI (Listing Obligations and Disclosure Requirements)
Regulation, 2015, there is no significant material variances noted in the Company.
J) SECRETARIAL STANDARDS
Secretarial Standards, i.e. SS-I, SS-II and SS-III relating to ‘Meetings of the
Board of Directors', ‘General Meetings' and ‘Dividend' respectively to the
extent as applicable have been duly followed by the Company.
K) TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND
During the year under review, the Company has not transferred any amount in investor
Education and Protection Fund.
L) WEBSITE
Your Company has its fully functional website www.gdlleasing.com which has been
designed to exhibit all the relevant details about the Company. The site carries a
comprehensive database of information of the Company including the Financial Results of
your Company, Shareholding Pattern, details of Board Committees, Corporate Policies/
Codes, business activities and current affairs of your Company. All the mandatory
information and disclosures as per the requirements of the Companies Act, 2013, Companies
Rules, 2014 and as per Regulation 46 of SEBI (Listing Obligations & Disclosure
Requirements) Regulations, 2015 and also the non-mandatory information of Investors'
interest / knowledge has been duly presented on the website of the Company.
M) CORPORATE GOVERNANCE REPORT
By virtue of Regulation 15 of SEBI (Listing Obligation and Disclosure Requirements)
Regulations, 2015):- Regulation 27 of the SEBI (Listing Obligation and Disclosure
Requirements) Regulations, 2015 shall be applicable those companies having paid up equity
share capital exceeding 10 crore or Net Worth exceeding 25 crore, as on the last day of
the previous financial year. The paid up share capital and net worth of your Company do
not come under the purview of applicability of Regulation 27 of Listing Regulations i.e.
Corporate Governance. Therefore, separate report of corporate governance is not attached
herewith.
Inspite of above exemption, Your Company adopts best practices for corporate
governance, disclosure standard and enhanced shareholder value while protecting the
interest of all other stakeholders including clients, its employee. This has enabled your
Company to earn the trust and goodwill of its investors, business partners, employees and
the communities in which it operates. The certification by CFO as per regulation 15(2)(b)
of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 is attached and
marked as Annexure ‘C'.
N) GENERAL
Your Directors state that no disclosure or reporting is required in respect of the
following items as there were no transactions on these items during the year under review:
a. Details relating to deposits covered under Chapter V of the Companies Act, 2013. b.
Issue of equity shares with differential rights as to dividend, voting or otherwise. c.
Issue of shares (including sweat equity shares) to employees of the Company under any
scheme. d. The Managing Directors of the Company did not receive any remuneration or
commission from subsidiary. e. No significant or material orders were passed by the
Regulators or Courts or Tribunals which impact the going concern status and Company's
operations in future. f. During the year under review, no Corporate Insolvency Resolution
Process/ proceedings were initiated by / against the company under Insolvency and
Bankruptcy Code, 2016
PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUT GO
Information required to be given pursuant to section 134(3)(m) of the Companies Act,
2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 and forming part of the
Director's report for the year ended 31st March, 2025 are given below :
a) CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION
The Company accords great importance to conservation of energy. The Company has taken
several steps towards this end through:- a. Close monitoring of consumption of
electricity, LPG, diesel and water. b. Optimization of conservation of electricity, LPG,
diesel and water by reducing process cycle time, process modification and also by
equipment modification/replacement/retrofitting. c. Achieving power factor standards
nearing unity. d. Usage of renewable energy.
The Company has been taking energy saving measures viz., Use of energy saver electrical
equipments, CFL fittings are provided inside the building for common area lighting in the
projects of the Company, Efficient ventilation system in offices and the projects of the
Company.
Moreover, your company emphasis towards a safe and clean environment and continue to
adhere to all regulatory requirements and guidelines.
b) RESEARCH & DEVELOPMENT
Your company has not undertaken any research and development work during the year 2024-
25. However, in order to minimize its cost and increase the quality of its projects, your
Company is trying to maintain highest standard of quality. c) FOREIGN EXCHANGE EARNINGS
AND OUTGO
Details of Foreign Exchange, earnings and Outgo are given as below: -
|
Year 2025 |
Year 2024 |
|
(Amt.) |
(Amt.) |
| Foreign Exchange earning |
Nil |
Nil |
| Foreign Exchange outgoing |
Nil |
Nil |
APPRECIATION
Directors wish to place on record their deep thanks and gratitude to; a) The Central
and State Government as well as their respective Departments and Development Authorities
connected with the business of the Company, Banker of the Company, as well as other
Institutions for their co-operation and continued support.
b) The Shareholders for the trust and confidence reposed and to the Customers for their
valued patronage.
c) The Board also takes this opportunity to express its sincere appreciation for the
efforts put in by the officers and employees at all levels in achieving the results and
hopes that they would continue their sincere and dedicated Endeavour towards attainment of
better working results during the current year.
d) The customers, business associates and banker for their continued support during the
financial year.
Reg. Office |
For and on behalf of the Board of |
206, Second Floor, Vardhman Diamond |
G D L Leasing and Finance Limited |
Plaza, Plot No.3 DDA Community |
|
Centre, D.B Gupta Road, Motia Khan, |
|
Pahar Ganj, New Delhi 110055 |
Sd/- |
|
Prem Kumar Jain |
|
(DIN: 00761959) |
|
Director |
Place: New Delhi |
|
Dated: 13/08/2025 |
|
|
Sd/- |
|
Atul Jain |
|
Director |
|
DIN: 6608095 |
|