TO THE MEMBERS
Your Directors have great pleasure in presenting the Annual Report together with the
Audited Accounts of the Company for the year ended at 31stMarch, 2022.
FINANCIAL RESULTS
The summarized performance of the Company for the years 2021-22 and 2020-21is given
below:
|
|
(Rs) |
|
For Financial Year Ended |
| Particulars |
31stMarch, 2022 |
31stMarch, 2021 |
| Total Income |
4,298,640.00 |
3,527,800.00 |
| Total Expenditure |
3,971,714.00 |
3,250,441.31 |
| Profit before Tax |
326,926.00 |
277,358.69 |
| Less: Tax Expense |
77,799.00 |
89,587.36 |
| Add: Deferred Tax |
7,663.00 |
4,858.00 |
| Profit / (Loss) After Tax |
241,464.00 |
187,771.33 |
DIVIDEND
During the year under review, to plough back the profits in the business activity, no
dividend is recommended this year.
RESERVE AND SURPLUS
The amount of Rs.241,464.00/-is being transferred in the reserve and Surplus as the
Current year profit.
FINANCIAL PERFORMANCE
During the year under review, the Company's income is Rs. 241,464.00/- as against
income of Rs. 3,527,800.00/- in the previous financial year 2020-21.
CHANGE IN THE AUTHORIZED SHARE CAPITAL
During the period under review, The Authorized Share Capital as on March 31, 2022 is
remained unchanged.
CHANGE IN THE NATURE OF BUSINESS
During the year, the Company has not changed its nature of business.
CHANGE IN THE CAPITAL STRUCTURE OF THE COMPANY
During the year under review, there has been no change in the capital structure of the
company.
DEPOSITS
The Company has not accepted deposit from the public falling within the ambit of
Section 73 of the Companies Act, 2013 and The Companies (Acceptance of Deposits) Rules,
2014. No amount of principal or interest was outstanding as on the date of Balance Sheet.
MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE
COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH
THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT
There have been no material changes and commitments which can affect the financial
position of the Company occurred between the end of the financial year of the Company and
date of this report.
RISK MANAGEMENT POLICY
The Company has devised and implemented a mechanism for risk management and has
developed a Risk Management Policy. The Policy provides for constitution of a Risk
Committee, which will work towards creating a Risk Register, identifying internal and
external risks and implementing risk mitigation steps. The Committee will, on a quarterly
basis, provide status updates to the Board of Directors of the Company.
PARTICULARS OF EMPLOYEES AND OTHER DISCLOSURE
The prescribed particulars of Employees 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 is given herein below:
The information required pursuant to Section 197(12) read with Rule 5(2) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of
Employees of the Company, will be provided on request. In terms of Section 136 of the Act,
the reports and accounts are being sent to the members and others entitled thereto,
excluding the information on employees particulars mentioned in rule 5(2) of the said rule
which is available for inspection by the Members at the Registered Office of the Company
during the business hours on working days of the Company upto the date of ensuing Annual
General Meeting. If any Member is interest in inspecting the same, such Member may write
to the Compliance officer in advance.
DETAILS PERTAINING TO REMUNERATION AS 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
| Sr. Name of No. Director/KMP and Designation |
Remuneration of Director/ KMP for FY 2021-22(Rs.In Lakhs) |
% increase in Remuneration in FY 2021-22** |
Ratio of Remuneration of Director to Median Remuneration of employees |
Ratio of Remuneration of Director to Median Remuneration of Employees |
| 1. N.A |
N.A |
N.A. |
N.A. |
N.A. |
The number of permanent employees as on 31st March 2022 was1. Average of
remuneration of employees excluding KMPs Nil
No employee's remuneration for the year 2021-2022 exceeded the remuneration of any of
the Directors.
Company's performance has been provided in the Directors' Report which forms part of
the Board Report.
The remuneration of Directors, KMPs and other employees is in accordance with the
Remuneration Policy of the Company.
STATEMENT CONTAINING THE PARTICULARS OF EMPLOYEES IN ACCORDANCE WITH SECTION 197 OF THE
COMPANIES ACT, 2013 READ WITH RULE 5 OF THE COMPANIES (APPOINTMENT AND
REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014 AND FORMING PART OF DIRECTORS'
REPORT FOR THE FINANCIAL YEAR ENDED MARCH 31, 2022 NOT APPLICABLE
NAME OF THE COMPANIES WHICH HAVE BEEN BECOME OR CEASED TO BE ITS SUBSIDIARIES AND
ASSOCIATE COMPANIES DURING THE YEAR
Since the Company has no subsidiaries as on 31stMarch, 2022, provision of section 129
of the Companies Act, 2013 is not applicable.
STATE OF COMPANY AFFAIRS:
The Company is complying with all the applicable laws and provisions and there is no
adverse action against the business operations of the Company.
STATUTORY AUDITORS
In terms of the first proviso to section 139 of the Companies Act, 2013, at the 25th
Annual General Meeting M/s. Manoj Raj & Associates, Chartered Accountants had been
appointed as the Statutory Auditors of the Company from the conclusion of 25thAnnual
General Meeting till the Conclusion of 30th Annual General Meeting of the Company. In this
regard the Company has received a Certificate from the Auditors to the effect that if they
are appointed it would be in accordance with the provision of section 141 of the Companies
Act, 2013. The Report given by the Statutory Auditors for the Financial Statements for the
year ended March 31, 2022 read with explanatory notes thereon do not call for any
explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.
AUDITORS' REPORT
The Notes on Financial Statements referred to in the Auditors' Report are
self-explanatory and therefore, in the opinion of the Directors, do not call for further
comments.
EXTRACT OF THE ANNUAL RETURN
The extract of the annual return in form MGT 9 has been annexed to the Report, as
Annexure-A.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The particulars as required under the provisions of Section 314(3)(m) of the Companies
Act, 2013 read with Rule 8(3) of The Companies (Accounts) Rules, 2014 in respect of
Conservation of Energy and Technology Absorption have not been furnished considering the
nature of activities undertaken by the Company during the year under review.
There was no foreign exchange earning & outgo during the financial year under
review.
CHANGE OF REGISTERED OFFICE
During the period, there has been no change in the Registered Office of the company.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
During the year under review, the Company is not required to comply with the provisions
related to Corporate Social Responsibility on the basis of its financial statement.
BOARD MEETINGS
During the year, the Board of your company met 05 (Seven) times. The intervening gap
between the Meetings was within the period prescribed under the Companies Act, 2013.
30.06.2021, 13.08.2021, 20.08.2021, 15.11.2021 and 12.02.2022.
DIRECTOR'S & COMMITTEES:
a) Changes in Directors and Key Managerial Personnel
During the year under review 2021-22,The Composition of Board of Directors remains the
same. No Change in the composition of Board of Directors has taken place.
b) Declaration by an Independent Director(s) and re- appointment, if any
All Independent Directors have given declaration that they meet the criteria of
independence as laid down under Section 149(6) of the Companies Act, and SEBI (Listing
Obligations and Disclosures Requirement) Regulations, 2015.
c) Formal Annual Evaluation of Board
Pursuant to the provisions of companies Act, 2013, the Board has carried out annual
performance evaluation of its own performance, the directors individually as well the
evaluation of the working of its Audit, Nomination & Remuneration and Stakeholder
Relation committee.
SEXUAL HARASSMENT:
The Company has zero tolerance for Sexual Harassment at workplace and has adopted a
Policy on prevention of Sexual Harassment in line with the provisions of Sexual Harassment
of Woman at Workplace (Prevention, Prohibition and Redresssal) Act, 2013 and the Rules
made thereunder. There was no complaint on sexual harassment during the year under review.
POSTAL BALLOT
During the year under Review, No postal Ballot was conducted.
COMPOSITION AND MEETINGS OF AUDIT COMMITTEE
The Composition and terms of reference of the Committee satisfy the requirements
Section 177 of the Companies Act, 2013. Audit Committee met 4 times during the financial
year 2021-2022 on30.06.2021, 13.08.2021, 15.11.2021 and 12.02.2022.
The Board of Directors in its meeting held reconstituted the Audit Committee and
following is the composition as on 31.03.2022:
| Name of Member |
Designation |
Category |
| Ms. Gudiya Devi |
Chairman |
Non Executive and Independent Director |
| Mr. Chandan Tirkey |
Member |
Non Executive and Non Independent Director |
| Mr. Virender Singh Rana |
Member |
Non Executive and Independent Director |
COMPOSITION AND MEETINGS OF STAKEHOLDER RELATIONSHIP COMMITTEE
The Composition and terms of reference of the Committee satisfy the requirements
Section 178 of the Companies Act, 2013. The Committee met 4 times during the financial
year 2021-22 on 30.06.2021, 13.08.2021, 15.11.2021 and 12.02.2022.
During the year under review, the committee further re-constituted and at present,
following is the composition as on 31.03.2022:
| Name of Member |
Designation |
Category |
| Mr. Virender Singh Rana |
Chairman |
Non Executive and Independent Director |
| Mr. Chandan Tirkey |
Member |
Non Executive and Non Independent Director |
| Ms. Gudiya Devi |
Member |
Non Executive and Independent Director |
NOMINATION & REMUNERATION COMMITTEE & ITS POLICY
The Company has duly constituted Nomination and Remuneration Committee to align with
the requirements prescribed under the provisions of the Companies Act, 2013.
The Committee met 4 times during the financial year 2021-22 on 30.06.2021, 13.08.2021,
15.11.2021 and 12.02.2022.
| Name of Member |
Designation |
Category |
| Mr. Virender Singh Rana |
Chairman |
Non Executive and Independent Director |
| Mr. Chandan Tirkey |
Member |
Non Executive and Non Independent Director |
| Ms. Gudiya Devi |
Member |
Non Executive and Independent Director |
STAKEHOLDERS RELATIONSHIP COMMITTEE
The Company has duly constituted Stakeholders Relationship Committee to align with the
requirements prescribed under the provisions of the Companies Act, 2013.
The Committee met 4 times during the financial year 2021-22 on 30.06.2021, 13.08.2021,
15.11.2021 and 12.02.2022.
| Name of Member |
Designation |
Category |
| Mr. Virender Singh Rana |
Chairman |
Non Executive and Independent Director |
| Mr. Chandan Tirkey |
Member |
Non Executive and Non Independent Director |
| Ms. Gudiya Devi |
Member |
Non Executive and Independent Director |
DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES
During the year, as per Section 177(9) read with Rule 7(1) of The Companies (Meeting of
Board and its Powers) Rules, 2014, Company is required to establish a Vigil Mechanism for
its Directors and employees. In order to ensure that the activities of the Company and its
employees are conducted in a fair and transparent manner by adoption of highest standards
of professionalism, honesty, integrity and ethical behavior the company has adopted a
vigil mechanism policy.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186
During the year, Company has provided Loans, Guarantees and Investments covered under
the provisions of Section 186 of the Companies Act, 2013, details of the same has been
mentioned in the Financial statement of the company.
RELATED PARTYTRANSACTIONS
There are no Related Party Transactions during the year under review.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
The Company has no material significant transactions with its related parties which may
have a potential conflict with the interest of the Company at large. The details of
transactions with the Company and related parties are given for information under notes to
Accounts.
MANAGERIAL REMUNERATION POLICY
Provisions relating to Managerial Remuneration as per Section 197 read with Rule 5 of
The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The
Board has on the recommendation of the Nomination & Remuneration Committee framed a
Policy for Selection and appointment of Directors, Senior management and their
Remuneration.
DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE
FINANCIAL STATEMENTS
The Company maintains appropriate systems of internal control, including monitoring
procedures, to ensure that all assets are safeguarded against loss from unauthorized use
or disposition. Company policies, guidelines and procedures provide for adequate checks
and balances and are meant to ensure that all transactions are authorized, recorded and
reported correctly.
SECRETARIAL AUDIT REPORT AND EXPLANATION TO THE QUALIFICATIONS REPORTED IN THE REPORT
Pursuant to the provisions relating to Secretarial Audit as per Section 204 read with
Rule 9 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014, the Company has appointed Mr. Sumit Bajaj, Practicing Company Secretaries, to
undertake the Secretarial audit of the Company for the Financial Year 2021-22 and the
report is attached herewith as Annexure B.
Comments on the qualifications
With reference to late intimation to Stock Exchange, The Company will keep a track on
his and assure that all intimation will send to the Stock exchange timely in future. The
Company assures that in future all the e-forms will be filed in due time to avoid the late
fees. In Future the Company will try to do all the compliances in time.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN
FUTURE
No significant and material orders have been passed by the regulators or courts or
tribunals, impacting the going concern status and company's operations in future.
AUDIT OBSERVATIONS
Auditors' observations are suitably explained in notes to the Accounts and are
self-explanatory.
HUMAN RESOURCES
There are no employees as on date on the rolls of the Company who are in receipt of
Remuneration which requires disclosures under Section 134 of the Companies Act, 2013 and
Companies (Particulars of Employees) Rules, 1975.During the year under review,
relationship with the employees is cordial.
INDEPENDENT DIRECTORS' MEETING
During the year under review, the Independent Directors met on 15thNovember, 2021,
inter alia, discussed:
Evaluation of the performance of Non-independent Directors and the Board of Directors
as a whole.
Evaluation of the performance of the chairman of the Company, taking into account the
views of the Executive and Non-executive directors.
Evaluation of the quality, content and timelines of flow of information between the
Management and the
Board that is necessary for the Board to effectively and reasonably perform its duties.
All the Independent Directors were present at the Meeting.
DIRECTORS' RESPONSIBILITY STATEMENT
The Directors' Responsibility Statement referred to in clause (c) of sub-section (3) of
Section 134 of the Companies Act, 2013, shall state that -
(a) In the preparation of the annual accounts, the applicable accounting standards had
been followed along with proper explanation relating to material departures;
(b) the directors had 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 had 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 had prepared the annual accounts on a going concern basis; and
(e) The directors had laid down internal financial controls to be followed by the
company and that such internal financial controls are adequate and were operating
effectively.
(f) The directors had devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems were adequate and operating effectively.
ACKNOWLEDGEMENT
Directors take this opportunity to express their thanks to various departments of the
Central and State Government, Bankers, Material Suppliers, Customers and Shareholders for
their continued support and guidance.
The Directors wish to place on record their appreciation for the dedicated efforts put
in by the employees of the Company at all levels.
|
|
By Order of the Board of Directors |
|
For Classic Global Finance and Capital Limited |
|
|
Sd/- |
Sd/- |
| Place: Ludhiana |
Chandan Tirkey |
Virender Singh Rana |
| Date: 29.08.2022 |
Director |
Director |
|
DIN 08120763 |
DIN 06782773 |
|