Dear Members,
We are pleased to present the report on our business and operations for the year ended
31st March, 2019.
1. Results of our Operations:
The Company's financial performance for the year ended 31st March, 2019 is
summarized below;
| Particulars |
FY 2018-2019 |
FY 2017-2018 |
| Revenue from Operations |
388.09 |
677.80 |
| Other Operating Income |
- |
- |
| Other Income |
0.94 |
- |
| Total Income |
389.03 |
677.81 |
| Total Expenses |
389.07 |
834.72 |
| Profit Before Tax & Extraordinary Items |
-0.03 |
-156.91 |
| Tax Expense: |
|
|
| -Current Tax |
- |
- |
| -Deferred Tax Liability/(Assets) |
- |
0.08 |
| Net Profit/(Loss) for the Year |
-0.03 |
-156.99 |
a. Review of operations and affairs of the Company:
During the year under review, the Company incurred a Loss before Interest, Depreciation
& Tax of Rs. 7.05 Lacs as compared to Loss of previous year Rs. 147.23 Lacs. The net
loss for the year under review has been Rs. 0.03 Lacs as compared to the previous year net
loss Rs.156.99 Lacs. The Company is into the Business of providing financial assistance,
as a part of treasury operation to Corporate Houses and HNIs as well as investing its
surplus funds in Equity Market.
Your company is constantly making endeavors to in tapping the new opportunities.
b. Dividend:
Your Directors do not recommend any dividend for the year under review and has decided
to retain the surplus with the Company for furthering the growth of the Company.
c. Transfer to Reserves:
Net Loss of Rs. 0.03 Lacs for the FY 2018-2019, No amount could be transferred to
Statutory Reserve A/c in compliance with the Section 45 IC (i) of the Reserve Bank Act,
1934.
d. Deposits:
During the year under review, your company has not accepted any deposits from the
public within the meaning of section 76 of the Companies Act 2013 and the rules made there
under. There are no public deposits, which are pending for repayment.
e. Particulars of loans, guarantees or investments:
As provisions of section 186 of the Companies Act, 2013 is not applicable to NBFC
Company, the disclosure under Section 186 of the Companies Act, 2013 has not been made.
f. Particulars of contracts or arrangements made with related parties:
The company has not entered into any contracts or arrangements with related parties
referred to in section 188(1) of the Companies Act, 2013, during the financial year under
review. The Policy on Related Party Transaction is available on our website
www.globalinfrafin.com.
g. Variation in Market Capitalization:
| Particulars |
As at 31st March, 2019 |
As at 31st March, 2018 |
| Market Value per share |
2.17 |
74.05 |
| No. of Shares |
2,62,40,830 |
2,62,40,830 |
| Market Capitalization |
56942601.1 |
1,94,31,33,462 |
| EPS |
0.00 |
-0.06 |
| Price earnings ratio |
0.00 |
-123.77 |
| Percentage increase/(decrease) in the Market Price of the Shares in Comparison with
the last year figures. |
(-97.07%) |
|
h. Management's Discussion and Analysis:
Management's Discussion and Analysis Report for the year under review, as stipulated
under SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, is
appended as Annexure I to this report.
i. Director's Responsibility Statement:
Pursuant to Section 134(3) (c) and Section 134(5) of the Companies Act, 2013, the Board
of Directors, to the best of their knowledge and ability, confirm that:
(i) in the preparation of the annual accounts, the applicable accounting standards have
been followed and there are no material departures;
(ii) 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;
(iii) 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
(erstwhile Companies Act, 1956) for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;
(iv) the directors have prepared the annual accounts on a going concern basis;
(v) the directors have laid down internal financial controls to be followed by the
Company and such internal financial controls are adequate and operating effectively;
(vi) 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.
j. Recommendations of the Audit Committee:
During the year under review, all the recommendations made by the Audit Committee were
accepted by the Board.
2. Human Resource Management:
To ensure good human resources management at Global Infratech & Finance Limited, we
focus on all aspects of the employee lifecycle. This provides a holistic experience for
the employee as well. During their tenure at the Company, employees are motivated through
various skill-development, engagement and volunteering programs. All the while, we create
effective dialogs through our communication channels to ensure that the feedback reach the
relevant teams, including the leadership.
a. Particulars of employees:
The table containing the names and other particulars of employees in accordance with
the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is appended
as Annexure II to this report. The Details of the Top 10 employees as on 31st
March, 2018 as prescribed in the Rule 5(2) of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 are as follow;
Particulars of Employees as on 31 March 2019
| Name |
Mr. CHANDRASHEKHAR GOVINDRAM PUROHIT |
Miss. Ankita Chavan |
Mr. Rakesh |
| Age |
44 |
24 |
38 |
| Designation |
CFO |
Admin |
Admin |
| Nature of Employment |
Permanent |
Permanent |
Permanent |
| Monthly Remuneration |
NIL |
12,000 |
15,000 |
| Qualification |
HSC |
Graduate. |
SSC |
| Experience in years |
|
3 years |
9 years |
| Date of Joining |
01.08.2017 |
01.01.2018 |
02.01.2016 |
| Particulars of Previous Employment |
CFO |
Admin |
Admin |
Note: As on 31st March, 2019, the company has only 2 employees on the
permanent roles of the Company
Further the Company currently do not provide any Employee Stock Option Scheme /
Employee Stock Purchase Scheme to its employees.
b. Key Managerial Personnel: i. Managing Director or Chief Executive Officer or Manager
and in their absence, a
Whole-Time Director:
• There was no change in Key Managerial Personnel during the year.
ii. Company Secretary:
• During the year under review, the Board did not find a suitable candidate for
the position of Company Secretary. The Board is in the Process of identifying a suitable
candidate for the position of Company Secretary.
iii. Chief Financial Officer:
• There was no change in Chief financial officer during the financial year.
3. Corporate Governance:
Corporate governance is an ethically driven business process that is committed to
values aimed at enhancing an organization's brand and reputation. This is ensured by
taking ethical business decisions and conducting business with a firm commitment to
values, while meeting stakeholders' expectations. At Global Infratech & Finance
Limited, it is imperative that our company affairs are managed in a fair and transparent
manner. This is vital to gain and retain the trust of our stakeholders. The Company is
committed to maintain the highest standards of corporate governance and adhere to the
corporate governance requirements set out by SEBI. The Company has also implemented
several best corporate governance practices as prevalent globally.
The Report on corporate governance as stipulated under SEBI (Listing Obligations &
Disclosure Requirements), Regulations, 2015 is appended as Annexure III to this
report.
a. Auditors' certificate on corporate governance:
As required under SEBI (Listing Obligations & Disclosure Requirements) Regulations,
2015, the Auditors' certificate on corporate governance is appended as Annexure IV to
this report.
b. Compliance Department:
Mr. Pradeep Bissa (DIN: 07361524) became the Compliance Officer of the Company for
complying with the requirements of SEBI (Prohibition of Insider Trading) Regulation, 1992
and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
The Compliance Department of the Company is responsible for independently ensuring that
the operating and business units comply with regulatory and internal guidelines. New
instructions/guidelines issued by the regulatory authorities were disseminated across the
company to ensure that the business and business units operate within the boundaries set
by the regulators and that compliance risks are suitably monitored and mitigated in course
of their activities & processes.
c. Information on the Board of Directors of the Company:
There were no changes in the Composition of Board of Directors during the Financial
year under review; The Composition of Board of Directors are as follows:
| S.NO |
Name of the Director |
DIN |
Designation |
| 1 |
PRADEEP KUMAR ASOOLAL BISSA |
07361524 |
Managing Director |
| 2 |
SARITA PRADIP BISSA |
07361557 |
Director |
| 3 |
SHRAVAN MAGAN SANGALE |
07521590 |
Director |
| 4 |
SONU KUMAR TIWARI |
07962930 |
Director |
In compliance with the Companies Act, 2013 the following directors are proposed to be
appointed as Director/Independent Directors/Executive Director of the Company by the
approval of the Share Holders of the Company;
d. Board Diversity:
The Company recognizes and embraces the importance of a diverse board in its success.
We believe that a truly diverse board will leverage differences in thought, perspective,
knowledge, skill, regional and industry experience, cultural and geographical background,
age, ethnicity, race and gender, which will help us retain our competitive advantage. The
Board has adopted the Board Diversity Policy which sets out the approach to diversity of
the Board of Directors. The Board Diversity Policy is available on our website
www.globalinfrafin.com.
e. Details with regards to meeting of Board of Directors of the Company:
During the FY 2018-2019, 4 (Four) meetings of the Board of Directors of the Company
were held. For further details with regards to the meeting of Board of Directors, please
refer to the Corporate Governance Report which forms part of this Report.
f. Policy on directors' appointment and remuneration:
The current policy is to have an appropriate mix of Executive, Non-executive and
Independent Directors to maintain the independence of the Board, and separate its
functions of governance and management. As on 31st March, 2019, the Board
consist of 4 Members, (one) Executive Director, (one) Non-Executive & Non-Independent
Director and the (two) Independent Directors. The Board periodically evaluates the need
for change in its composition and size.
The Policy of the Company on Director's appointment and remuneration, including
criteria for determining qualifications, positive attributes, independence of director and
other matters provided under Section 178(3) of the Companies Act, 2013, adopted by the
Board, is appended as Annexure V to this report. We affirm that the remuneration
paid to the director is as per the terms laid out in the said policy.
g. Declaration by Independent Directors:
The Company has received necessary declarations from each Independent Director under
Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of independence
laid down in Section 149(6) of the Companies Act, 2013 and Regulation 16(b) of SEBI
(Listing Obligations & Disclosure Requirements) Regulations, 2015.
h. Training of Independent Directors:
Every new Independent Director at the time of appointment is issued a detailed
Appointment Letter incorporating the role, duties and responsibilities, remuneration and
performance evaluation process, Code of Conduct and obligations on disclosures.
Further every new Independent Director is provided with copy of latest Annual Report,
the Code of Conduct, the Code of Conduct for Internal Procedures and to Regulate, Monitor
and
Report Trading by Insiders ("Code of Conduct - PIT") and the Code of
Practices & Procedures for Fair Disclosure of Unpublished Price Sensitive Information
(the "Fair Practice Code"), Tentative Schedule of upcoming Board and Committee
meetings.
The Company through its Executive Directors / Key Managerial Personnel conduct programs
/presentations periodically to familiarize the Independent Directors with the strategy,
operations and functions of the Company.
Thus such programs / presentations provides an opportunity to the Independent Directors
to interact with the senior leadership team of the Company and help them to understand the
Company's strategy, business model, operations, services and product offerings, markets,
organization structure, finance, human resources, technology, quality, facilities and risk
management and such other areas as may arise from time to time. The Policy on the
Familiarization Programme for Independent Directors is available on our website
www.globalinfrafin.com.
i. Board's Committees:
Currently, the Board has three committees: The Audit Committee, the Nomination and
Remuneration Committee, and the Stakeholders Relationship Committee. All Committees are
appropriately constituted.
A detailed note on the Board and its Committees, including the details on the dates of
Meetings is provided under the Corporate Governance Report of this Annual Report. The
composition of the committees and compliances, as per the applicable provisions of the Act
and Rules, are as follows:
| Name of the Committee |
Name of the Company Member |
Position In the Committee |
|
Mr. PRADEEP KUMAR ASOOLAL BISSA |
Chairman |
| Audit Committee |
Mr. Sonu Tiwari |
Member |
|
Mr. SHRAVAN MAGAN SANGALE |
Member |
|
Mrs. SARITA PRADIP BISSA |
Chairman |
| Nomination and Remuneration |
Mr. SHRAVAN MAGAN |
Member |
|
SANGALE |
|
| Committee |
|
|
|
Mrs. SONU TIWARI |
Member |
|
Mr. PRADEEP KUMAR |
Chairman |
| Stakeholders Relationship Committee |
ASOOLAL BISSA |
|
|
Mrs. SARITA PRADIP BISSA |
Member |
|
Mrs. SONU TIWARI |
Member |
| Date of Committee Meeting |
Total Number of Committee |
|
Member attended Meeting |
| 30th May 2018 |
4 |
| 14th August 2018 |
4 |
| 14th November 2018 |
4 |
| 14th February 2019 |
4 |
j. Board Evaluation:
The Board of Directors has carried out an annual evaluation of its "own
performance", "Board Committees" and "Individual Directors"
pursuant to the section 134(3) of the Companies Act, 2013 and SEBI (Listing Obligations
& Disclosure Requirements) Regulation, 2015.
The performance of the Board was evaluated by the Board after seeking inputs from all
the directors on the basis of the criteria such as the Board composition and structure,
effectiveness of board processes, information and functioning, etc.
The performance of the Committees was evaluated by the Board after seeking inputs from
the committee members on the basis of the criteria such as the composition of committees,
effectiveness of committee meetings, etc.
The Board and the Nomination and Remuneration Committee ("NRC") reviewed the
performance of the individual directors on the basis of the criteria such as the
contribution of the individual director to the Board and committee meetings like
preparedness on the issues to be discussed, meaningful and constructive contribution and
inputs in meetings, etc.
In a separate meeting of Independent Directors, performance of Non-Independent
Directors, performance of the Board as a whole was evaluated, The same was discussed in
the Board Meeting that followed the meeting of the Independent Directors at which the
report as submitted by the Independent Directors was taken on record and discussed.
k. Listing:
The Equity Shares of the Company are listed on BSE Limited having its office at P. J.
Towers, Dalal Street Fort, Mumbai 400001. Your Company paid the Listing Fees to the BSE
Limited for FY 2017-18 as well as for 2018-19 in terms of Erstwhile Listing Agreement and
Uniform Listing Agreement entered with the said Stock Exchange(s).
4. Auditors:
a. Statutory Auditor:
At the Annual General Meeting held on 18th September, 2017, M/s. S K Doshi &
Associates, Chartered Accountants (Firm Registration No. 102749W), were appointed as
Statutory Auditors of the Company from the conclusion of the 22 Annual General Meeting of
the Company held on 18th September, 2017 till the conclusion of the 27 Annual
General Meeting to be held in the year 2022. In terms of the first proviso to Section 139
of the Companies Act, 2013, the appointment of the auditors shall be placed for
ratification at every Annual General Meeting. Accordingly, the appointment of M/s. S K
Doshi & Associates, Chartered Accountants, as Statutory Auditors of the Company, is
placed for ratification by the shareholders. In this regard, the Company has received a
certificate from the Auditors to the effect that if they are reappointed, it would be in
accordance with the provisions of Section 141 of the Companies Act, 2013.
b. Secretarial Auditors:
According to the provisions of Section 204 of the Companies Act, 2013 read with Rule 9
of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the
Secretarial Audit Report submitted by Secretarial Auditor PCS Harsh Gor (COP No. 14269).
The Secretarial Audit Report for the FY 2018-2019 is appended as Annexure VI to
this report.
c. Comments of the Board on the qualification/reservation/adverse remarks/disclosure
made:
(i) by the Statutory Auditors in the Audit Report:
The Auditors' report do not contain any qualifications, reservations or adverse remarks
(ii) by the Secretarial Auditors in the Secretarial Audit Report:
a) The Company has not appointed a Company Secretary and/or Compliance Officer in terms
of Section 203 (1)(ii) of the Companies Act, 2013 and Regulation 6 of Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulation,
2015.
The Board with respect to the above-mentioned qualification herewith submits that, the
Board is in the Process of identifying a suitable candidate for the position of Company
Secretary.
b) The Company has appointed a Chief Financial Officer in terms of Section 203 (1)(iii)
of the Companies Act, 2013.
Mr. Chandrashekhar G Purohit as Chief Financial Officer of the Company w.e.f.
1stAugust, 2017
c) The Company has not appointed an Auditor/Firm of Auditors who has/have subjected
himself/themselves to peer review process and holds a valid certificate issued by Peer
Review Board of Institute of Chartered Accountants of India as stipulated under Regulation
33 (1)(d) SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015.
The Board with respect to the above mentioned qualification herewith submits that, the
Board is in the Process of identifying a suitable Auditor/Firm of Auditors who has/have
subjected himself/themselves to peer review process and holds a valid certificate issued
by Peer Review Board of Institute of Chartered Accountants of India; However, the Board of
Directors are of the view that M/s. S K Doshi & Associates, Chartered Accountants, the
Statutory Auditors of the Company are competent to handle the Statutory Audit of the
Company.
d. Internal Financial Control:
The Board has adopted the policies and procedures for ensuring the orderly and
efficient conduct of its business, including adherence to the Company's policies, the
safeguarding of its assets, the prevention and detection of frauds and errors, the
accuracy and completeness of the accounting records, and the timely preparation of
reliable financial disclosures.
e. Risk Management:
The Company has a robust Risk Management framework to identify, evaluate business risks
and opportunities. This framework seeks to create transparency, minimize adverse impact on
the business objectives and enhance the Company's competitive advantage. The business risk
framework defines the risk management approach across the enterprise at various levels
including documentation and reporting. The framework has different risk models which help
in identifying risks trend, exposure and potential impact analysis at a Company level as
also separately for business segments. The Company has identified various risks and also
has mitigation plans for each risk identified. The Risk Management Policy of the Company
is available on our website www.globalinfrafin.com.
f. Vigil Mechanism:
The Company has established a mechanism for Director's and Employee's to report their
concerns relating to frauds, malpractices or any other activities or events which are
against the interest of the Company. The same has been disclosed in the Corporate
Governance Report under the heading Whistle Blower Policy, which forms part of the
Directors' Report. The
Whistle Blower Policy is available on our website www.globalinfrafin.com.
g. Statement on Material Subsidiary:
The Company currently do not have any Material Subsidiary. The Policy on Identification
of Material Subsidiaries available on our website www.globalinfrafin.com.
5. Corporate Social Responsibility:
The Company has not developed and implemented any Corporate Social Responsibility
initiatives as the provisions of Section 135 of the Companies Act, 2013 is not applicable
to the company.
6. Particulars on conservation of energy, research and development, technology
absorption and foreign exchange earnings and outgo:
(i) Energy Conservation:
Conservation of energy continues to receive increased emphasis and steps are being
taken to reduce the consumption of energy at all levels. The Company has taken steps to
conserve energy in its office use, consequent to which energy consumption had been
minimized. No additional Proposals/ Investments were made to conserve energy. Since the
Company has not carried on industrial activities, disclosure regarding impact of measures
on cost of production of goods, total energy consumption, etc, are not applicable.
(ii) Foreign Exchange Earnings and Outgo:
|
|
Amount in Lacs |
| Particulars |
2019 |
2018 |
| Earnings |
- |
- |
| Expenditure |
- |
- |
(iii) Research and Development & Technology Absorption:
The Company has not adopted any technology for its business and hence no reporting is
required to be furnished under this heading. The Company will adopt necessary technology
as and when required in the furtherance of the business.
7. Others:
a. Extract of Annual Return:
In accordance with Section 134(3) (a) and Section 92(3) of the Companies Act, 2013, an
extract of the annual return in the prescribed format is appended as Annexure VII to
this Report.
b. Significant and Material Orders:
There has been no instance of non-compliance by the Company on any matter related to
Capital Markets.
c. Disclosure under the 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 requirement
of the Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act
2013. All the employees (permanent, contractual, temporary, trainees) are covered under
this policy.
During the year under review, no complaints were received falling under the category of
Sexual Harassment of Women.
d. Fraud Reporting:
No Fraud has been reported by the Auditors of the Company under Section 143(12) of the
Companies Act, 2013.
e. Other Disclosures:
Your Directors state that no disclosure or reporting is required in respect to the
following items as there were no transactions on these items during the year under review:
(i) Issue of equity shares with differential rights as to dividend, voting, or otherwise.
(ii) Issue of shares (including sweat equity shares) to employees of the company under any
scheme. (iii) Redemption of Preference Shares and/or Debentures.
8. ACKNOWLEDGEMENT:
Your Directors wish to place on record their appreciation for the contribution made by
the employees at all levels but for whose hard work, and support, your company's
achievements would not have been possible. Your Directors also wish to thank its
customers, dealers, agents, suppliers, investors and bankers for their continued support
and faith reposed in the company.
By Order of the Board of Directors
For GLOBAL INFRATECH & FINANCE LIMITED
|
Sd/- |
Sd/- |
|
Pradeep Bissa |
SHRAVAN MAGAN SANGALE |
|
(DIN: 07361524) |
DIN: 07521590 |
|
Managing Director |
DIRECTOR |
| Date: 07.09.2019 |
|
|
| Place: Mumbai |
|
|
|