5, Kitab Mahal, 1stFloor, G~ GLANCE FINANCE LIMITED E·mail€¦ · Share Transfer Agents M/s. Link...

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5, Kitab Mahal, 1stFloor, 192, D.N.Roed, Fort, Mumbai -400 001. Tel.: 40666666/67 • Fax: 4066 6670 E·ma il : [email protected]

'\\ebs.ite : glancefinance.comG~ GLANCE FINANCE LIMITED (CTN NO,L65920MHI994PLC0813311

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Date: 30th August, 2019

To, The Manager Dept. of Corporate Services BSE Limited, 1'1 Floor, New Trading Ring, Rotunda Building, Phiroze Jeejeebhoy Towers, Dalal Street, Fort Mumbai - 400 001.

Ref: Scrip Code: 531199.

Dear SirI Madam,

Pursuant to provi...ions of Regulation 34 of SEUI (Listing Obligation and Disclosure Requirements], 20'15, We hereby are submitting herewith the Annual Report of the company for the finand.d Year 2cn8-19 alongwith the Notice of 25rd Annual General Meeting of the company scheduled to be held on Friday, 27th September 2019 at 09.00 AM. at.Padmashali Yuvak Sangh, Plot No. 4'1, SadanandIadhav Mars, Near Keshar Baug, Naigaum, Dadar (E), Mumbat- 400014.

The aforesaid Annual Report is being uploaded on the Company's Website at http:/ I www.glanceflnance.com,

Further, the Company has fixed September 20, 2019 as the cut-off date to ascertain the eligibility of the Members entitled to vote electronically ("remote e-voting") or avail the voting facility at the AGM. The Company has engaged Central Depository Services Limited (COSt.) to provide remotee-voting facility to its Members. '

Kindly take annual report on records.

Thanking you.

Yours faithfully

F,?, G~ance Limited

\~p . Chirag Bhuptani Compliance Officer

1 it '<-m

25th Annual Report 2018-2019

GLANCE FINANCE LIMITED

BOARD OF DIRECTORS : MR. NARENDRA KARNAVAT

MR. MILIND GANDHI (Independent Director)

MR. BHARAT KUMAR KHAITAN (Independent Director)

MRS. VANDANA GIRINDRACHANDRA VASUDEO (Independent Director)

COMPANY SECRETARY : MR. CHIRAG BHUPTANI

MANAGER : MR. DEWANG DOSHI

CFO : MRS. RANJANA AUTI

STATUTORY AUDITORS : M/S AMAR BAFNA & ASSOCIATES.

CHARTERED ACCOUNTANT

201, APOLLO CHAMBER CHAMBERS PREMISES CO-OP SOC. LTD.

MOGRA VILLAGE, OLD NAGARDAS ROAD,

ANDHERI (EAST),

MUMBAI – 400 069.

PRINCIPAL BANKER : UNION BANK OF INDIA

OVERSEAS BRANCH, NARIMAN POINT,

MUMBAI – 400 021.

REGISTERED OFFICE : 5, KITAB MAHAL, 192, DR. D.N. ROAD,

FORT, MUMBAI – 400 001.

TEL. 022 4066 6666, FAX – 4066 6670

E-MAIL: [email protected]

REGISTRAR & SHARE

TRANSFER AGENTS : LINK INTIME INDIA PVT. LTD.

C-101, 247 Park, L.B.S. Marg, Vikhroli (West), Mumbai – 400 083

Tel No : +91 22 49186270 Fax: +91 22 49186060

CONTENTS

Notice ........................................................................................................................................... 1-13

Director’s Report .......................................................................................................................... 14-25

Annexures to Board Report .......................................................................................................... 26-42

Independent Auditors’ Report ....................................................................................................... 43-53

Balance Sheet .............................................................................................................................. 54…

Statement of profit and Loss......................................................................................................... 55

Cash Flow Statement ................................................................................................................... 56-57

Notes Forming Part of the Accounts ............................................................................................. 58-79

Attendance Slip & proxy Form


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NOTICE

NOTICE is hereby given that the 25th Annual General Meeting of the Members of M/s. GLANCE FINANCE LIMITED, (CIN L65920MH1994PLC081333) is scheduled to be held on Friday, 27th September, 2019, at 09.00 A.M. at Padmashali Yuvak Sangh, Plot No.41, Sadanand Jadhav Marg, Near Keshar Baug, Naigaum, Dadar (E), Mumbai- 400014, to transact the following business:

ORDINARY BUSINESS1. To receive, consider and adopt the Audited Financial Statement including

Balance Sheet as at 31st March 2019, the statement of Profit and Loss for the financial year ended 31st March, 2019 together with Reports of the Directors’ and Auditors’ thereon.

2. To Re-appoint Mr. Narendra Karnavat (DIN 00027130) as a Director of the Company, who retires by rotation and being eligible, offers himself for re-appointment

SPECIAL BUSINESS3. To Re-appoint Mr. Milind Gandhi as an Independent Director for a second term

of 5 (five) consecutive years and in this regard, pass the following resolution as a Special Resolution:

“RESOLVED THAT pursuant to the provisions of Sections 149 and 152 read with Schedule IV and other applicable provisions, if any, of the Companies Act, 2013 (“the Act”) and the Companies (Appointment and Qualification of Directors) Rules, 2014 and the applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), Mr. Milind Gandhi (DIN: 01658439), who was appointed as an Independent Director and who holds office of Independent Director up to March 31, 2019 and being eligible, and in respect of whom the Company has received a notice in writing under Section 160 of the Act from member proposing his candidature for the office of Director, be and is hereby re-appointed as an Independent Director of the Company, not liable to retire by rotation and to hold office for a second term of 5 (five) consecutive years from April 01, 2019 to March 31, 2024 on the Board of the Company. RESOLVED FURTHER THAT the Board be and is hereby authorised to do all acts and take all such steps as may be necessary, proper or expedient to give effect to this resolution.”

2


4. To appoint Mrs. Vandana Vasudeo as an Independent Director for a term of 5 (five) consecutive years and in this regard, pass the following resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Section 149 and 152 of Companies Act, 2013, Schedule IV thereto, corresponding rules framed thereunder and such other provisions as may be applicable (“Act”), read with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modification(s) or re-enactment thereof for the time being in force), and in furtherance to the recommendations of the Nomination and Remuneration Committee and the Board of the Company, consent of the members of the Company be and is hereby accorded to approve the appointment of Mrs. Vandana Vasudeo (DIN: 00006899), who was appointed as an Independent Director w.e.f. November 05, 2018 on the Board of the Company to hold office for a term of 5 (five) consecutive years from November 05, 2018 to November 04, 2023, in respect of whom the Company has received a Notice in writing from a Member under Section 160 of the Act, signifying his intention to propose the candidature of Mrs. Vandana Vasudeo for the office of Director.

RESOLVED FURTHER THAT the Board be and is hereby authorised to do all acts and take all such steps as may be necessary, proper or expedient to give effect to this resolution.”

By order of the Board of Directors

Narendra KarnavatChairman and Director (DIN 00027130)

Place: Mumbai Date: August 19, 2019

Registered Office: 5, Kitab Mahal, 192, Dr. D.N. Road, Fort, Mumbai- 400001CIN: L65920MH1994PLC081333Email: [email protected]: http://www.glancefinance.com

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NOTES:-

1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE ANNUAL GENERAL MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF AND THE PROXY NEED NOT BE A MEMBER.

2. The instrument appointing a Proxy should be deposited at the Registered Office of the Company not less than 48 hours before commencement of the meeting.

3. A person can act as a proxy on behalf of Members not exceeding fifty in number and holding in the aggregate not more than ten percent of the total share capital of the Company carrying voting rights. A Member holding more than ten percent of the total share capital of the Company carrying voting rights may appoint a single person as a proxy and such person shall not act as proxy for any other Member. The holder of proxy shall prove his identity at the time of attending the meeting.

4. The Register of Members and Share transfer books of the Company will remain closed from 21st September, 2019 to 27th September, 2019 (both days inclusive)

5. Members/ Proxies should bring the attendance slip duly filled in for attending the meeting.

6. Members are requested to intimate the change of address, if any, to the Registrar and Share Transfer Agents M/s. Link Intime India Private Limited, C-101, 247 Park, L.B.S. Marg, Vikhroli (West), Mumbai- 400083.

7. Members desiring any information with regard to accounts are requested to write to the Company at an early date so as to enable the Management to keep the information ready.

8. The Members who wish to take advantage of the nomination facility can obtain the prescribed nomination form, from the Company’s Registrar and Transfer Agent.

9. Brief Resume of Person proposed to be re-appointed / appointed as Director of the Company at the Annual General Meeting is annexed to notice.

10. Disclosure with respect to Demat suspense account / unclaimed suspense account Information pursuant to Regulation 34 (3) read with Clause F of Schedule V of LODR.

As on date of this report, the Company does not have any demat suspense account / unclaimed suspense account and hence no information is provided.

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11. Voting through electronic means:

I. In compliance with the provisions of Section 108 of the Companies Act, 2013 and Rule 20 of the Companies (Management & Administration) Rule, 2014, the Company is pleased to provide members facility to exercise their right to vote at the 25th Annual General Meeting (AGM) by electronic means and the business may be transacted through e-Voting Services provided by Central Depositary Services (India) Limited (CDSL). The members may cast their votes using e-voting from a place other than the venue of the meeting. (“Remote e-voting”)

II. The facility for voting through ballot shall be made available at the venue of meeting and the members attending the meeting who have not cast their vote by remote e-voting shall be able to vote at the Meeting through ballot.

III. Shareholders who have already voted prior to the meeting date would not be entitled to vote at the meeting venue.

IV. A Member can opt for only one mode of voting i.e. either through e-Voting or by Ballot. If a Member casts vote by both modes, then voting done through e-Voting shall prevail and Ballot shall be treated as invalid.

V. Mr. Shiv Hari Jalan Practicing Company Secretary (Membership No. FCS 5703, CP NO.4226) has been appointed as the Scrutinizer to scrutinize the voting process in a fair and transparent manner. (Both Remote e-voting and ballot voting)

VI. The voting right of shareholders shall be in proportion to their shares of the paid-up equity share capital of the Company as on the cut-off date i.e. 20th September, 2019.

VII. A person whose name is recorded in the Register of Members or in the Register of Beneficial Owners maintained by the depositories as on the cut-off date i.e. 20th September, 2019 only shall be entitled to avail the facility of Remote e-voting or voting at meeting venue.

VIII. The voting period begins on 24th September, 2019 at 9.00 a.m. and ends on 26th September, 2019 at 5.00 p.m. During this period shareholders’ of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date (i.e 20th September, 2019) may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.

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IX. The Scrutinizer shall, within a period not exceeding two working days from the conclusion of the e-Voting period, unblock the votes in the presence of at least two witnesses not in the employment of the Company and make a Report of the votes cast in favour or against, if any, forthwith to the Chairman or such person authorised by him in this behalf. The results declared along with the consolidated Scrutinizer’s Report shall be placed on the Company’s website www.glancefinance.com and on the website of CDSL and communicated to BSE Limited.

X. Subject to the receipt of requisite number of votes, the Resolution shall be deemed to be passed on the date of the Meeting i.e. 27th September, 2019.

The instructions for shareholders voting electronically are as under:

(i) The voting period begins on 24th September, 2019 at 9.00 a.m. and ends on 26th September, 2019 at 5.00 p.m. During this period shareholders’ of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date (20th September, 2019) may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.

(ii) The shareholders should log on to the e-voting website www.evotingindia.com.

(iii) Click on Shareholders/ Members

(iv) Now Enter your User ID a. For CDSL: 16 digits beneficiary ID, b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID, c. Members holding shares in Physical Form should enter Folio Number registered with the

Company.

(v) Next enter the Image Verification as displayed and Click on Login.

(vi) If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier voting of any company, then your existing password is to be used.

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(vii) If you are a first time user follow the steps given below:

For Members holding shares in Demat Form and Physical Form

Enter your 10 digit alpha-numeric PAN issued by Income Tax Department (Applicable for both demat shareholders as well as physical shareholders)

• Members who have not updated their PAN with the Company/Depository Participant are requested to use the first two letters of their name and the 8 digits of the sequence number in the PAN field.

• In case the sequence number is less than 8 digits enter the applicable number of 0’s before the number after the first two characters of the name in CAPITAL letters. Eg. If your name is Ramesh Kumar with sequence number 1 then enter RA00000001 in the PAN field.

Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recorded in your demat account or in the company records in order to login. • If both the details are not recorded with the depository or company

please enter the member id / folio number in the Dividend Bank details field as mentioned in instruction (iv).

PAN

DividendBank DetailsOR Dateof Birth(DOB)

(viii) After entering these details appropriately, click on “SUBMIT” tab.

(ix) Members holding shares in physical form will then directly reach the Company selection screen. However, members holding shares in demat form will now reach ‘Password Creation’ menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

(x) For Members holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.

(xi) Click on the EVSN for the relevant <Glance Finance Limited> on which you choose to vote.

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(xii) On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option “YES/NO” for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.

(xiii) Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.

(xiv) After selecting the resolution you have decided to vote on, click on “SUBMIT”. A confirmation box will be displayed. If you wish to confirm your vote, click on “OK”, else to change your vote, click on “CANCEL” and accordingly modify your vote.

(xv) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.

(xvi) You can also take a print of the votes cast by clicking on “Click here to print” option on the Voting page.

(xvii) If a demat account holder has forgotten the changed password then Enter the User ID and the image verification code and click on Forgot Password & enter the details as prompted by the system.

(xviii) Shareholders can also cast their vote using CDSL’s mobile app m-Voting available for android based mobiles. The m-Voting app can be downloaded from Google Play Store. Apple and Windows phone users can download the app from the App Store and the Windows Phone Store respectively. Please follow the instructions as prompted by the mobile app while voting on your mobile.

(xix) Note for Non – Individual Shareholders and Custodians

• Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodian are required to log on to www.evotingindia.com and register themselves as Corporates.

• A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to [email protected].

• After receiving the login details a Compliance User should be created using the admin login and password. The Compliance User would be able to link the account(s) for which they wish to vote on.

• The list of accounts linked in the login should be mailed to [email protected] and on approval of the accounts they would be able to cast their vote.

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• A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.

(xx) In case you have any queries or issues regarding e-voting, you may refer the Frequently Asked Questions (“FAQs”) and e-voting manual available at www.evotingindia.com, under help section or write an email to [email protected].

12. All documents referred to in the accompanying Notice shall be open for inspection at the Registered Office of the Company during normal business hours (11:00 a.m. to 5:00 p.m.) on all working days except Saturday and Sunday, up to and including the date of the Annual General Meeting of the Company.

13. The Company’s Equity Shares are listed at BSE Limited with script code 531199 and Listing Fees for the Financial Year 2019-20 has been paid.

14. The route map showing directions to reach the venue of the 25th AGM is annexed.

EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIESACT 2013

ITEM NO. 3

Mr. Milind Gandhi (DIN 01658439) was appointed as Independent Directors on the Board of the Company pursuant to the provisions of Section 149 of the Act read with the Companies (Appointment and Qualification of Directors) Rules, 2014. He holds office as Independent Directors of the Company up to March 31, 2019 (“first term” in line with the explanation to Sections 149(10) and 149(11) of the Act).

Further, the Secretarial Standards-2 on General Meetings also prescribes that in case of re-appointment of Independent Director, a performance evaluation report or a summary thereof shall be included in the Explanatory Statement.

Pursuant to the provisions of the Board Evaluation Policy, a structured performance evaluation exercise was carried out for the Independent Directors including Mr. Milind Gandhi. The said evaluation was based on various parameters such as participation and contribution at the Board and Committee meetings, understanding of the governance, regulatory, financial, fiduciary and ethical requirements of the Board and Committees, standards of ethics and integrity, ability to exercise objective independent judgment in the best interests of the Company and its

9


stakeholders. Post evaluation of performance of Mr. Milind Gandhi by every other Director, numeric value (“score”) assigned to each objective answer on the scale of 1 to 5, for all the statements in the respective questionnaire were summed and averaged respectively, wherein scale/average of ‘1’ indicates ‘Critical’; ‘2’ – ‘Weak’; ‘3’ – ‘Fair’; ‘4’ – ‘Satisfactory’ and ‘5’ – ‘Strong’. The said average score of Mr. Milind Gandhi for all the parameters was remarkable ‘4.50’ and above. The Board appreciated his valuable contribution to the Company during his first term as an Independent Director of the Company.

The Nomination and Remuneration Committee of the Board of Directors, on the basis of the report of performance evaluation of Independent Directors, has recommended the re-appointment of Mr. Milind Gandhi as Independent Director for a second term of 5 (five) consecutive years on the Board of the Company subject to approval of shareholder by passing Special Resolution at the ensuing AGM.

The Board, based on the performance evaluation of Independent Directors and as per the recommendation of the Nomination and Remuneration Committee, proposed to re-appoint Mr. Milind Gandhi as Independent Directors of the Company, not liable to retire by rotation and to hold office for a second term of 5 (five) consecutive years from April 01, 2019 upto March 31, 2024 on the Board of the Company.

Section 149 of the Act and provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) inter alia prescribe that an independent director of a company shall meet the criteria of independence as provided in Section 149(6) of the Act.

The Company has received declarations from Mr. Milind Gandhi that he meets with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Act and under the Listing Regulations.

Section 149(10) of the Act provides that an independent director shall hold office for a term of up to five consecutive years on the Board and shall be eligible for re-appointment on passing a special resolution by the company and disclosure of such appointment in its Board’s report. Section 149(11) provides that an independent director may hold office for up to two consecutive terms.

Mr. Milind Gandhi is not disqualified from being appointed as Directors in terms of Section 164 of the Act and has given his consent to act as Director.

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The Company has received notices in writing from member under Section 160 of the Act proposing re-appointment of Mr. Milind Gandhi as an Independent Directors of the Company.

Copy of draft letter for appointment of Independent Director setting out terms and conditions would be available for inspection without any fee by the members at the Registered Office of the Company during normal business hours (11:00 am to 5:00 pm) on all working days except Saturday, up to and including the date of the Annual General Meeting of the Company.

Details of Director whose re-appointment as Independent Director is proposed at Item No. 3 is provided in the “Annexure” to the Notice pursuant to the provisions of (i) the Listing Regulations and (ii) Secretarial Standard on General Meetings (“SS-2”), issued by the Institute of Company Secretaries of India.

Mr. Milind Gandhi is interested in the resolutions set out respectively at Item No. 3 of the Notice with regard to his re-appointment.

The relatives of Mr. Milind Gandhi may be deemed to be interested in the respective resolutions to the extent of their shareholding interest, if any, in the Company.

Save and except the above, none of the other Directors / Key Managerial Personnel of the Company / their relatives are, in any way, concerned or interested, financially or otherwise, in these resolutions. The Board commends the Special Resolution set out at Item No. 3 of the Notice for approval by the members.

ITEM NO. 4

The Nomination and Remuneration Committee at its meetings held on November 05, 2018, has recommended the appointment of Mrs. Vandana Vasudeo as an Independent Director for a term of 5 (five) consecutive years on the Board of the Company.

The Board at its meetings held on November 05, 2018, as per the recommendation of the Nomination and Remuneration Committee, re-designated Mrs. Vandana Vasudeo as Independent Director of the Company, not liable to retire by rotation and to hold office for a term of 5 (five) consecutive years from November 05, 2018 upto November 04, 2023 on the Board of the Company.

11


Section 149 of the Act and provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) inter alia prescribe that an independent director of a company shall meet the criteria of independence as provided in Section 149(6) of the Act.

The Company has received declarations from Mrs. Vandana Vasudeo that she meets with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Act and under the Listing Regulations.

The Company has received notices in writing from member under Section 160 of the Act proposing appointment of Mrs. Vandana Vasudeo as an Independent Directors of the Company.

Mrs. Vandana Vasudeo is not disqualified from being appointed as Directors in terms of Section 164 of the Act and has given her consent to act as Director.

Copy of draft letter for appointment of Independent Director setting out terms and conditions would be available for inspection without any fee by the members at the Registered Office of the Company during normal business hours (11:00 am to 5:00 pm) on all working days except Saturday, up to and including the date of the Annual General Meeting of the Company.

Details of Director whose appointment as Independent Director is proposed at Item No. 4 is provided in the “Annexure” to the Notice pursuant to the provisions of (i) the Listing Regulations and (ii) Secretarial Standard on General Meetings (“SS-2”), issued by the Institute of Company Secretaries of India.

Mrs. Vandana Vasudeo is interested in the resolutions set out respectively at Item No. 4 of the Notice with regard to her appointment.

The relatives of Mrs. Vandana Vasudeo may be deemed to be interested in the respective resolutions to the extent of their shareholding interest, if any, in the Company.

Save and except the above, none of the other Directors / Key Managerial Personnel of the Company / their relatives are, in any way, concerned or interested, financially or otherwise, in these resolutions.

12


The Board commends the Ordinary Resolution set out at Item No. 4 of the Notice for approval by the members.

By order of the Board of Directors

Narendra KarnavatChairman and Director (DIN 00027130) Place: Mumbai Date: August 19, 2019 Registered Office: 5, Kitab Mahal, 192, Dr. D.N. Road, Fort, Mumbai- 400001CIN: L65920MH1994PLC081333Email: [email protected]: http://www.glancefinance.com

13


ANNEXURE TO NOTICE

DETAILS PURSUANT TO REGULATION 36(3) OF THE SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENT) REGULATIONS, 2015 IN RESPECT OF DIRECTORS SEEKING APPOINMENT / RE-APPOINTMENT.

Sr. No Particular Details Details Details

1. Name of Director Mr. Narendra Karnavat Mr. Milind Gandhi Mrs. Vandana Vasudeo

2. DIN / PAN 00027130 01658439 00006899

3. Date of Appointment 17/10/2017 18/07/2013 19/05/2018

4. Experience 38 years of post-qualificationexperience.

Over 30 years of Experience Over 35 years of Experience

5. Nature of his expertise in specificfunctional areas

Investment & Advisory and PrivateEquity

Chartered Accountant inPractice

Understanding of applicableCorporate Law

6. No of Shares Held of Company 50,000 Nil 3,218

7. Directorship in other ListedCompany

Nil 1) Asian Star Company Limited Nil

8. Chairman/Member of Committeesin listed Companies includingGlance Finance Limited

Glance Finance Limited:

Member: Buy Back Committee, AuditCommittee, Nomination andRemuneration Committee andStakeholder Relationship Committee

Chairman: Nil


Member: Buy Back Committee

Chairman: Audit Committee,Nomination and RemunerationCommittee and StakeholderRelationship Committee

Asian Star Company Limited

Member: CSR Committee, Nominationand Remuneration Committee


Member: Buy Back Committee,Audit Committee, Nomination andRemuneration Committee andStakeholder Relationship Committee

Chairman: Nil

9. Qualification Chartered Accountant Chartered Accountant Company Secretary

10. Disclosure of relationships betweendirectors inter-se:

Promoter of Company Not related to other any directors andPromoter of Company

Not related to other any directorsand Promoter of Company

11. Functional Area Non-Executive Director Independent Director Independent Director

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DIRECTORS’ REPORT

Dear Shareholders,

Your Directors are pleased to present their 25th Annual Report on the business and operations of your Company along with the audited Financial Statements for the Financial Year ended March 31, 2019. The Statement of Accounts, Auditors’ Report, Board’s Report and attachment thereto have been prepared in accordance with the provisions contained in Section 134 of Companies Act, 2013 and Rule 8 of the Companies (Accounts) Rules, 2014

1. FINANCIAL RESULTS:

The Financial highlights for the year ended March 31, 2019 are summarized below:

2. OPERATIONS

During the year under review, your Company has earned profit after tax of Rs. 49.23 lakhs as against Rs. 32.59 lakhs during the previous year and profit after tax has been increased by 51.06% compared to previous financial year. The Company expects the situation to further improve in the year 2019-20. During the year under review, there is no change in the nature of business.

3. SHARE CAPITAL

As at March 31, 2019, the Authorized Share Capital of the Company is Rs.3,50,00,000 divided into 31,00,000 equity shares of Rs.10/- each and 40,000 Redeemable Preference Shares of Rs. 100/- each.

The paid up Equity Share Capital as on 31st March, 2019 was Rs. 3,02,52,000.

PARTICULARS 2018-2019 2017-2018

Revenue from Operation 432.09 1031.39

Other Income 0.38 0.05

Total Revenue 432.47 1031.44

Pro�t before Depreciation & Tax (PBDT) 53.64 69.35

Less: Depreciation 3.59 6.83

Pro�t before Taxation 50.05 62.52

Less: Current Tax 7.81 26.00

Less/(Add): Deferred Tax 0.42 (7.36)

Less/(Add): Earlier years adjustments 0.01 11.29

Net Pro�t 49.23 32.59

Less/(Add): Mat Credit Entitlement (7.42) -

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Buy-Back of Shares:

The Board of Directors of the Company at their meeting held on February 13, 2019 passed a resolution to buyback equity shares of the Company and sought approval of shareholders, by a special resolution, through Postal Ballot Notice. Through the Postal Ballot Notice dated February 13, 2019, (including e-voting), the shareholders of the Company have approved, by way of special resolution, the results of which were announced on April 6, 2019, the Buyback of up to 7,50,000 fully paid-up equity shares of face value of Rs. 10/- each of the Company representing 24.95% of the outstanding equity shares of the Company at a maximum price of Rs. 50/- (Rupees Fifty only) per Equity Share (including a premium of Rs. 40/- per equity share) payable in cash for a maximum aggregate amount of up to Rs. 3,75,00,000/- (Rupees Three Crore Seventy Five Lakh only) (excluding Company’s Transaction Cost), which is 24.48% of the total paid-up equity share capital and free reserves (including securities premium) as per the audited financials of the Company for the financial year ended March 31, 2018, which is not exceeding 25% of the total paid-up equity share capital and free reserves.

The Buy Back of 7,50,000 fully paid-up equity shares of face value of Rs. 10/- each was completed on July 03, 2019 and after buyback paid up Equity Share Capital of Company is Rs. 2,27,52,000/-.

4. DIVIDEND

With a view to conserve funds for the operations of the company, your Directors have not recommended any dividend on the Equity Shares for the financial year under review.

5. TRANSFER TO RESERVES

The Board of Directors of your Company has transferred an amount of Rs. 9,84,629/- to the Reserve fund maintained under Section 45IC of the RBI Act, 1934. Post transfer of profits to reserve fund, your Board proposes to retain Rs. 39,38,518/- in the Profit and Loss Account.

6. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The Shareholders at their 24th Annual General Meeting (“24th AGM”) held on September 27, 2018 approved the appointment of Mr. Narendra Karnavat (DIN: 00027130) as a Non-Executive Director of the Company.

The Shareholders at their 24th AGM held on September 27, 2018 approved the appointment of Mr. Bharat Kumar Khaitan (DIN: 00246487) as an Independent Director for a period of five years effective from March 23, 2018.

Mr. Dewang Doshi was appointed as a Manager of the Company with effect from May 19, 2018 pursuant to Section 196 and 197 of the Companies Act, 2013 at the meeting of Board of Directors held on May 19, 2018 and his appointment was approved by the shareholder in the 24th AGM held on September 27, 2018.

16


Mrs. Vandana Vasudeo (DIN: 00006899) was appointed as an Additional Non-Executive Director with effect from May 19, 2018 and her appointment as Non-Executive Director was approved by the shareholder in the 24th AGM held on September 27, 2018. Mrs. Vandana Vasudeo (DIN: 00006899) re-designated as an independent director for a period of five years with effect from November 05, 2018 at the meeting of Board of Directors held on November 05, 2018 subject to approval of shareholders at the ensuing Annual General Meeting.

Mr. Chirag Bhuptani was appointed as Company Secretary and Compliance Officer of the Company with effect from July 12, 2018 pursuant to Section 203 of the Companies Act, 2013 and Regulation 6(1) of the Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulation, 2015.

Mrs. Ranjana Auti was appointed as Chief Financial Officer of the Company with effect from April 18, 2019 pursuant to Section 203 of the Companies Act, 2013.

The first term of five (5) years of Mr. Milind Gandhi (DIN: 01658439) as an Independent Director of the Company concluded on March 31, 2019. Based on the recommendation of the Nomination & Remuneration Committee, the Board has approved and recommended the re-appointment of Mr. Milind Gandhi as an Independent Director on the Board of the Company for second term of five (5) years effective April 01, 2019.

During the year, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission and reimbursement of expenses incurred by them for the purpose of attending meetings of the Company.

7. RETIREMENT BY ROTATION

In accordance with the provisions of Section 152 of Companies Act, 2013 read with Rules made thereunder and the Articles of Association of the Company, Mr. Narendra Karnavat (DIN: 00027130) is retiring by rotation at the ensuing Annual General Meeting and being eligible, have offered himself for re-appointment.

8. DISCLOSURE UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013

The Company has not employed any individual whose remuneration falls within the purview of the limits prescribed under the provisions of Section 197 of the Companies Act, 2013, read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

The information required under Section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are in Annexure ‘D’.

9. BOARD & COMMITTEE MEETINGS

a) Board Meeting and Attendance

During the financial year 2018-19, Five (5) Board Meetings were held on May 19, 2018, July 12, 2018, August 14, 2018, November 05, 2018 and February 13, 2019 and the gap between two Board Meetings did not exceed 120 days.

17


Details of attendance at the Board of each Director are as follows:

b) Audit Committee Meeting and Attendance

During the Financial Year 2018-19, total Four (4) Audit Committee Meetings were held on May 19, 2018, August 14, 2018, November 05, 2018 and February 13, 2019.

The Board has well-qualified Audit Committee with majority of Independent Directors including Chairman. They possess sound knowledge on Accounts, Audit, Finance, Taxation, Internal Controls etc. The details of the Composition of the Audit Committee as on March 31, 2019 are as follows:

CHAIRMAN: Mr. Milind Gandhi

MEMBERS: Mr. Narendra Karnavat, Mr. Bharat Kumar Khaitan and Mrs. Vandana Vasudeo

Mrs. Vandana Vasudeo, Non-Executive Independent Director of Company was appointed as Member of the Audit Committee w.e.f. November 05, 2018.

The attendance at the Meeting is as under:

Name Category No of Meeting

entitled to

attend

No. of Board

Meetings

attended

during the

year 2018-19

Whether

attended last

AGM held on

September

27, 2018

Mrs. Vandana Vasudeo Non - Executive

Independent

Director

4 2 No

Mr. Milind Gandhi Non - Executive

Independent

Director

5 5 Yes

Mr. Narendra Karnavat Promoter and Non -

Executive Director

5 5 Yes

Mr. Bharat Kumar Khaitan Non - Executive

Independent

Director

5 4 No

Name of the Member No of Meeting entitled

to attend

No of Meeting

attend

Mr. Milind Gandhi 4 4

Mr. Narendra Karnavat 4 4

Mr. Bharat Kumar Khaitan 4 4

Mrs. Vandana Vasudeo 1 0

18


The Company Secretary of the Company acts as Secretary of the Committee.

During the year, there are no instances where the Board had not accepted the recommendations of the Audit Committee.

c) Nomination & Remuneration Committee Meeting and Attendance

During the Financial Year 2018-19, five (5) Nomination & Remuneration Committee Meeting were held on May 19, 2018, July 12, 2018, August 14, 2018, November 05, 2018 and February 13, 2019.

The Company has duly constituted Nomination & Remuneration Committee to align with the requirements prescribed under the provisions of the Companies Act, 2013.

The details of the Composition of the Nomination & Remuneration Committee are as on March 31, 2019 as follows:



Mrs. Vandana Vasudeo, Non-Executive Independent Director of Company was appointed as Member of the Nomination & Remuneration Committee w.e.f. November 05, 2018.



The Board has framed a policy for selection and appointment of Directors, Senior Management and their Remuneration. The policy provides for determining qualifications, positive attributes, and independence of a Director.


to attend

No of Meeting

attend





19


d) Stakeholders Relationship Committee:

During the Financial Year 2018-19, Four (4) Stakeholders Relationship Committee Meeting were held on May 19, 2018, August 14, 2018, November 05, 2018 and February 13, 2019.

The Company has duly constituted Stakeholders Relationship Committee to align with the requirements prescribed under the provisions of the Companies Act, 2013.

The details of the Composition of the Stakeholders Relationship Committee are as on March 31, 2019 as follows:



Mrs. Vandana Vasudeo, Non-Executive Independent Director of Company was appointed as Member of the Stakeholders Relationship Committee w.e.f. November 05, 2018.



e) Buy-Back Committee

The Company has constituted Buy-Back Committee for the purpose of the Buyback.

During the Financial Year 2018-19, One (1) Buy-Back Committee Meeting was held on February 13, 2019.

MEMBERS: Mr. Narendra Karnavat, Mr. Milind Gandhi and Mrs. Vandana Vasudeo


to attend

No of Meeting

attend





20



f) Independent Directors Meeting:

During the Financial Year 2018-19, One (1) Independent Committee Meeting February 13, 2019.


10. BOARD EVALUATION

Pursuant to Section 178(2) of the Companies Act, 2013, the Nomination and Remuneration Committee has carried out evaluation of performance of every Director. The Board has carried out an Annual performance evaluation of its own performance, of the Directors individually as well as evaluation of the working of its various Committees. The performance evaluation of Independent Director was carried out by the entire Board excluding the Director being evaluated. The performance evaluation of the Chairman and Non-Independent Director was carried out by the Independent Director at their separate Meeting.

11. DECLARATION BY AN INDEPENDENT DIRECTOR(S)

The Company has received declaration from all the Independent Directors under Section 149(7) of the Companies Act, 2013 in respect of Meeting the criteria of Independence provided under Section 149(6) of the said Act.

12. POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION

The Company’s policy on Directors Appointment and Remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under sub-section (3) of Section 178 of the Companies Act, 2013 is available on Company’s website at the link www.glancefinance.com.


to attend

No of Meeting

attend





to attend

No of Meeting

attend




21


13. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34(2)(e) of SEBI Listing Obligations and Disclosure Requirements, 2015 is annexed herewith as “Annexure C”.

14. AUDITORS

i) STATUTORY AUDITORS:

M/s. Amar Bafna & Associates, Chartered Accountants (Firm Registration No. 114854W), were appointed as Auditors of the Company for a term of 5 (five) consecutive years i.e. up to 31st March, 2022, at the AGM held on September 29, 2017.

The Auditors have confirmed that they are not disqualified from continuing as Auditors of the Company.

Auditors’ Report:

The Auditors’ report does not contain any qualifications, reservations or adverse remarks. The Auditors have not reported any frauds.

ii) SECRETARIAL AUDITOR:

As per Section 204 of the Companies Act, 2013, and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, as amended, the Company has appointed Mr. Shivhari Jalan, Practicing Company Secretaries, Mumbai, to conduct the Secretarial Audit of your Company for the financial year 2018-19.

Secretarial Audit Report:

As required by Section 204 of the Act, 2013, the Secretarial Audit Report for the year 2018-19 given by Mr. Shivhari Jalan, practicing Company Secretary for auditing the Secretarial and related records is attached herewith as “Annexure A” to the Board’s Report.

Observation of Secretarial Auditor

The Secretarial auditor has given following observation:

The company has not appointed chief financial officer as required under section 203(1) of the Companies Act, 2013. However company has appointed CFO w.e.f. 18.04.2019.

Directors’ comments:

The Company has appointed Chief Financial Officer w.e.f 18.04.2019.

15. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

M/s. P. C. Deora & Co. Chartered Accountants, Mumbai is re-appointed as the Internal Auditors

22


of the company for the Financial Year 2018-19.

Based on the report of Internal Audit function, corrective action are undertaken in the respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

During the year under review, no material or serious observation has been received from the Internal Auditors of the Company for inefficiency or inadequacy of such controls.

16. VIGIL MECHANISM

In line with the best Corporate Governance practices, Company has put in place a system through which the Directors and Employees may report concerns about unethical behavior, actual or suspected fraud or violation of the Company’s Code of Conduct & Ethics without fear of reprisal. The Employees and Directors may report to the Compliance Officer and have direct access to the Chairman of the Audit Committee. The Whistle Blower Policy is placed on the website of the Company.

17. RISK MANAGEMENT

The Company has laid down the procedures to inform to the Board about the risk assessment and minimization procedures and the Board has formulated Risk management policy to ensure that the Board, its Audit Committee and its Executive Management should collectively identify the risks impacting the Company’s business and document their process of risk identification, risk minimization, risk optimization as a part of a Risk Management Policy/ strategy.

The common risks inter alia are: Regulations, Credit Risk, Foreign Exchange and Interest Risk, Competition, Business Risk, Technology Obsolescence, Investments, Retention of Talent and Expansion of Facilities etc. Business risk, inter-alia, further includes financial risk, political risk, legal risk, etc. The Board reviews the risk trend, exposure and potential impact analysis and prepares risk mitigation plans, if necessary. Details of the Risk management Policy have been uploaded on the website of the Company.

18. EXTRACT OF ANNUAL RETURN

Pursuant to the provisions of Section 134 (3) (a) of the Companies Act, 2013, Extract of the Annual Return for the financial year ended 31st March, 2019 made under the provisions of Section 92 (3) of the Act in Form MGT-9 is annexed herewith as “Annexure B”.

19. MATERIAL CHANGES AND COMMITMENT IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY

No material changes and commitments affecting the Financial Position of the Company have occurred between the end of the Financial year of the Company to which the Financial Statement relate and the date of this Report.

20. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The particulars of loans given and investments made as at 31.03.2019 have been disclosed

23


in the financial statements. There are no guarantees given by the Company as at 31.03.2019.

21. RELATED PARTY TRANSACTIONS

There were no Transactions of sale, purchase or supply of materials; sale, disposal, purchase of property of any kind, leasing of property of any kind, availing or rendering of any services, appointment as agent, appointment to any office or place of profit, underwriting etc. with Related Parties within the meaning and scope of Section 188 of Companies Act, 2013. Thus the information pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 in Form AOC-2 is not applicable to the Company.

22. CORPORATE GOVERNANCE

Regulations 17 to 27 and Clauses (b) to (i) of sub-regulation (2) of regulation 46 and para C, D, and E of Schedule V of the SEBI (LODR) Regulations, 2015 are not applicable to the Company as the paid up Share Capital of the Company is less than 10 Crores and its Net Worth does not exceed 25 Crores as on 31st March, 2019. Hence, the Corporate Governance Report is not included in this Report.

23. GENERAL DISCLOSURES

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:

1. The Company has not issued any shares with differential rights and hence no information as per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

2. The Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Section 54(1)(d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

3. The Company has not issued any equity shares under Employees Stock Option Scheme during the year under review and hence no information as per provisions of Section 62(1)(b) of the Act read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

4. During the year under review, there were no instances of non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014 is furnished.

5. No orders have been passed by any Regulator or Court or Tribunal which can have an impact on the going concern status and the Company’s operations in future.

24. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMAN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place a policy for prevention of Sexual Harassment at the Workplace

24


in line with the requirements of Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013.

In terms of section 22 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, we report that, during 2018-19, no case has been reported under the said act.

25. (a) CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION

Your Company has directed its efforts to reduce energy costs by way of optimum utilization of electricity in its day to day activities. Your Company adopts modern technology in its day to day activities with a view of optimization of energy and other natural resources.

(b) FOREIGN EXCHANGE EARNINGS AND OUTGO

There was no foreign exchange inflow or outflow during the year under review.

26. CORPORATE SOCIAL RESPONSIBILITY

The Provisions of Section 134(3)(o) and Section 135 of the Companies Act, 2013 read with Rule 8 of Companies (CSR Policy) Rules, 2014 regarding Corporate Social Responsibility do not apply to the company for the period under review.

27. DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the requirement of Section 134(5) of the Companies Act, 2013 with respect to Directors’ Responsibility Statement, it is hereby confirmed that:-

(a) In the preparation of the Annual Accounts for the year ended 31st March, 2019, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

(b) Such accounting policies as mentioned in the Notes to the Financial Statements have been selected and applied consistently and 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 as at 31st March, 2019 and of the Profit of the Company for the year ended on that date;

(c) The Directors have taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) The annual accounts for the year ended 31st March, 2019 have been prepared on a going concern basis;

(e) Directors has laid down internal financial controls to be followed by the Company and such Internal Financial Controls are adequate and operating effectively;

(f) Proper systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

25


28. FAMILIARIZATION PROGRAMS OF INDEPENDENT DIRECTORS

Your Company has established well defined familiarization and induction program. Further, at the time of the appointment of an Independent Director, the Company issues a Letter of appointment outlining his / her role, function, duties and responsibilities.

29. SUBSIDIARIES/ ASSOCIATES/JOINT VENTURES

The Company has no subsidiary/Joint ventures/Associate Companies as per the provisions of Companies Act, 2013.

30. LISTING WITH STOCK EXCHANGES:

The Company confirms that it has paid the Annual Listing Fees for the year 2019-20 to BSE where the Company’s Shares are listed.

31. PUBLIC DEPOSITS

The Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014 during the year under review. Hence, the requirement for furnishing of details of deposits which are not in compliance with the Chapter V of the Act is not applicable.

32. STATEMENT ON COMPLIANCES OF SECRETARIAL STANDARDS:

The Board of Directors have complied with applicable Secretarial Standards as specified u/s. 118 of Companies Act, 2013.

33. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

There were no orders passed by any Regulator or Court during the year.

34. ACKNOWLEDGEMENT

Your Directors acknowledge with gratitude the support received by the Company from the Banks, Government Agencies/ organizations and employees of your Company.

Your Directors also acknowledge with thanks the faith reposed by the Investors in the Company and look forward to their continued support for times to come

By order of the Board of Directors,

For GLANCE FINANCE LIMITED

Narendra Karnavat

Chairman

(DIN: 00027130)

Place: Mumbai.

Date: 19th August, 2019

26


To,

The Members,

GLANCE FINANCE LIMITED5, Kitab Mahal,192,

Dr D N Road, Fort,

Mumbai - 400001.

I have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Glance Finance Limited (hereinafter called the “Company”). Secretarial Audit was conducted in a manner that provided me a reasonable basis for evaluating the corporate conducts/ statutory compliances and expressing my opinion thereon.

Based on my verification of books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, I hereby report that in my opinion, the company has, during the audit period covering the financial year ended on 31.03.2019 complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

I have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on 31st March, 2019 according to the provisions of:

(i) The Companies Act, 2013 (the Act) and the rules made thereunder;

Annexure “A”SHIV HARI JALANB.COM., F.C.A., F.C.S.COMPANY SECRETARY_________________________________________________________________________

1055, Level 10, Hubtown Solaris, N. S. Phadke Mark, Andheri East West Flyover, Andheri (East), Mumbai- 400069, Telephone: 22075834, 22075835, 26836215, Mobile: 9869035834.Email:[email protected]. _________________________________________________________________________

FORM NO. MR-3SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED 31ST MARCH 2019[Pursuant to section 204(1) of the Companies Act, 2013 and rule

No.9 of the Companies (Appointment and Remuneration Personnel)Rules, 2014]

27


(ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made thereunder;

(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;

(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings;

(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act’):-

(a) Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

(b) Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;

(c) Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018;

(d) Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014; (Not applicable to the company during the period under review)

(e) Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015

(f) Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008; (Not applicable to the company during the period under review)

(g) Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client; (Not applicable to the company during the period under review)

(h) Securities and Exchange Board of India (Issue and Listing of Non-Convertible and Redeemable Preference Shares) Regulations, 2013; (Not applicable to the company during the period under review)

(i) Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; and (Not applicable to the company during the period under review)

(j) Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018;

(vi) Other laws applicable specifically to the Company namely:

(a) Reserve Bank of India Act, 1934 with regard to Non-Banking Finance Company (NBFC).

(b) Payment of Bonus Act,1956 and rules made thereunder;

(c) Payment of Gratuity Act,1972 and rules made thereunder;

(d) Income Tax Act,1961;

(e) The Sexual Harassment of women at workplace (prevention, prohibition and Redressal )Act,2013 and rules made thereunder;

(f) Maternity Benefits Act, 1961 and rules made thereunder;

(g) Professional Tax Act, 1975;

28


(h) Employees Provident Fund Act,1952 and Miscellaneous Provisions Act 1952 and rules made thereunder;

(i) Equal Remuneration Act,1976;

(j) Bombay Stamp Act,1958;

(k) Negotiable Instruments Act,1881;

(l) The Bombay Shops and Establishments Act,1948;

I have also examined compliance with the applicable clauses of the Secretarial Standards issued by The Institute of Company Secretaries of India.

During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above subject to the following observations:

1. The company has not appointed chief financial officer as required under section 203(1) of the Companies Act, 2013. However company has appointed CFO w.e.f. 18.04.2019.

I further report that:The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.

Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent in advance in accordance with the provisions of Companies Act, 2013 and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

Majority decision is carried through while the dissenting members’ views if any are captured and recorded as part of the minutes.

I further report that there are adequate systems and processes in the company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

I further report that during the audit period the company had no specific actions having a major bearing on the company’s affairs in pursuance of the above referred laws, rules, regulations, guidelines, standards, etc. referred to above.

Place: Mumbai

SHIV HARI JALAN COMPANY SECRETARY

Date: 02.07.2019 FCS No: 5703

C.P.NO: 4226

This report is to be read with my letter of even date which is annexed as Annexure ‘A’ and forms an integral part of this report.

29


SHIV HARI JALANB.COM., F.C.A., F.C.S.COMPANY SECRETARY

1055, Level 10, Hubtown Solaris, N. S. Phadke Mark, Andheri East West Flyover, Andheri (East), Mumbai- 400069, Telephone: 22075834, 22075835, 26836215, Mobile: 9869035834.Email:[email protected].

To, ‘Annexure A’The Members,GLANCE FINANCE LIMITED5, Kitab Mahal,192, Dr D N Road, Fort, Mumbai - 400001.

My Report of even date is to be read along with this letter. 1. Maintenance of Secretarial record is the responsibility of the management of the Company.

My responsibility is to express an opinion on these secretarial records based on my audit.2. I have followed the audit practices and process as were appropriate to obtain reasonable

assurance about the correctness of the contents of the secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. I believe that the process and practices, I followed provide a reasonable basis for my opinion.

3. I have not verified the correctness and appropriateness of financial records and books of accounts of the company.

4. Where ever required, I have obtained the management representation about the compliance of laws, rules and regulations and happening of events etc.

5. The Compliance of provision of Corporate and other applicable laws, rules, regulations, standard is the responsibility of management. My examination was limited to the verification of procedure on test basis.

6. The secretarial Audit report is neither an assurance as to the future viability of Company nor of the efficacy of effectiveness with which the management has conducted the affairs of the company.

Place: Mumbai SHIV HARI JALAN COMPANY SECRETARY

Date: 02.07.2019 FCS No: 5703

C.P.NO: 4226

30


ANNEXURE “B”

FORM NO. MGT – 9EXTRACT OF ANNUAL RETURN

As on the Financial year ended 31stMarch, 2019[Pursuant to Section 92(3) of the Companies Act, 2013, and Rule 12(1) of the

Companies (Management and Administration) Rules, 2014]

I. REGISTRATION AND OTHER DETAILS:

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANYAll the business activities contributing 10 % or more of the total turnover of the Company shall be stated:-

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

Not Applicable

Sr. No Name and Description of mainproducts / services

NIC Code of theProduct/ service

% to total turnover of theCompany

1 Investment 6599 100

31


IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)(i) Category wise shareholding

Category of

Shareholders

No. of Shares held at the beginning of the

year [As on 01-April-2018]

No. of Shares held at the end of the year [As

on 31-March-2019]

%

Change

during

the yearDemat Physical Total % of

Total

Shares

Demat Physical Total % of

Total

Shares

A. Promoters

(1) Indian

a) Individual/HUF

1150200 - 1150200 38.26 1150200 - 1150200 38.26 0.00

b) Central Govt - - - - - - - - -

c) State Govt(s) - - - - - - - - -

d) Bodies Corp. 1099000 - 1099000 36.56 1099000 - 1099000 36.56 0.00

e) Banks / FI - - - - - - - - -

f) Any other - - - - - - - - -

Total

shareholding of

Promoter (A)

2249200 - 2249200 74.83 2249200 - 2249200 74.83 0.00

B. Public

Shareholding

1. Institutions -

a) Mutual Funds - - - - - - - - -

b) Banks / FI - - - - - - - - -

c) Central Govt - - - - - - - - -

d) State Govt(s) - - - - - - - - -

e) VentureCapital Funds

- - - - - - - - -

f) InsuranceCompanies

- - - - - - - - -

g) FIIs - - - - - - - - -

h) ForeignVenture CapitalFunds

- - - - - - - - -

i) Others(specify)

32


Foreign PortfolioInvestor

29643 - 29643 0.99 33886 - 33886 1.13 0.14

Sub-total

(B)(1):-

29643 - 29643 0.99 33886 - 33886 1.13 0.14

2. Non-

Institutions

a) Bodies Corp.

i) Indian 38040 - 38040 1.27 42925 - 42925 1.43 0.16

ii) Overseas - - - - - - - - -

b) Individuals

i) Individualshareholdersholding nominalshare capital upto Rs. 1 lakh

257426 140010 397436 13.22 283605 129110 412715 13.73 0.51

ii) Individualshareholdersholding nominalshare capital inexcess of Rs 1lakh

196885 0 196885 6.55 147166 0 147166 4.90 -1.65

c) Others

(specify)

Non ResidentIndians ((NonRepat)

35 0 35 0.00 25965 0 25965 0.86 0.86

Non ResidentIndians (Repat)

222 0 222 0.01 222 0 222 0.01 -

ClearingMembers

493 0 493 0.02 215 0 215 0.01 -0.01

HUF 93946 0 93946 3.13 93606 0 93606 3.11 -0.01

Sub-total

(B)(2):-

587047 140010 727057 24.19 593704 129110 722814 24.05 -0.14

Total Public

Shareholding

(B)=(B)(1)+

(B)(2)

616690 140010 756700 25.17 627590 129110 756700 25.17 -

C. Shares held

by Custodian

for GDRs &

ADRs

- - - - - - - - -

Grand Total

(A+B+C)

2865890 140010 3005900 100.00 2876790 129110 3005900 100.00 -

33


(ii) Shareholding of Promoters

(iii) Change in Promoters’ Shareholding (please specify, if there is no change)

Shareholder’s Name No. of Shares held at the beginning

of the year

No. of Shares held at the end of the year % Change

during the

year

No. of

Shares

% of total

Shares of

the

company

%of

Shares

Pledged /

encumber

ed to total

shares

No. of

Shares

% of total

Shares of

the

company

%of Shares

Pledged /

encumbered

to total

shares

Tushar Agarwal 692200 23.03 - 692200 23.03 - -

Ashish CommercialsLLP

399000 13.27 - 399000 13.27 - -

Reena Agarwal 393000 13.07 - 393000 13.07 - -

Bhadrasila VenturesLLP

350000 11.64 - 350000 11.64 - -

Chitrakut VenturesLLP

350000 11.64 - 350000 11.64 - -

NarendrakumarSardarsingh Karnavat

50000 1.66 - 50000 1.66 - -

Sushila Agarwal 10000 0.33 - 10000 0.33 - -

Jyoti Agarwal 5000 0.17 - 5000 0.17 - -

Total 2249200 74.83 - 2249200 74.83 - -

Shareholder’s Name Shareholding at thebeginning of the year

Date Increase/Decrease inShareholding

Reason Cumulative Shareholdingduring the year

No. ofShares

% of totalshares of

theCompany

No. ofShares

% of totalshares oftheCompany

Tushar G. Agarwal 692200 23.03 -- -- No Change during theyear

692200 23.03


399000 13.27 -- -- No Change during theyear

399000 13.27

Reena Agarwal 393000 13.07 -- -- No Change during theyear

393000 13.07



350000 11.64



350000 11.64

NarendrakumarSardarsinghKarnavat


50000 1.66

Sushila Agarwal 10000 0.33 -- -- No Change during theyear

10000 0.33

Jyoti Agarwal 5000 0.17 -- -- No Change during theyear

5000 0.17

Total 2249200 74.83 2249200 74.83

34


(iv) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs and ADRs):

Shareholder’s Name Shareholding at thebeginning of the year

Date Increase/Decrease inShareholding

Reason Cumulative Shareholdingduring the year

No. ofShares

% of totalshares of

theCompany

No. ofShares

% of totalshares oftheCompany

Tushar G. Agarwal 692200 23.03 -- -- No Change during theyear

692200 23.03



399000 13.27

Reena Agarwal 393000 13.07 -- -- No Change during theyear

393000 13.07



350000 11.64



350000 11.64

NarendrakumarSardarsinghKarnavat


50000 1.66

Sushila Agarwal 10000 0.33 -- -- No Change during theyear

10000 0.33

Jyoti Agarwal 5000 0.17 -- -- No Change during theyear

5000 0.17

Total 2249200 74.83 2249200 74.83

Sr

No.

Shareholding at the

beginning of the year

– 01.04.2018

Transactions during

the year

Cumulative Shareholding

at the end of the year –

31.03.2019

Shareholder’s Name & Type

of Transaction

No. of

Shares

Held

% of Total

Shares of

the

Company

Date of

Transaction

No. of

Shares

No of

Shares

Held

% of Total

Shares

of The

Company

1 Ajit Jain (Huf) 61772 2.055 61772 2.055

At the end of the year 61772 2.055

2 Premlata Bharmal Lodha 41303 1.3741 41303 1.3741


3 Aspire Emerging Fund 29643 0.9862 29643 0.9862

Market buy 17 Aug 2018 1623 31266 1.0402

Market buy 24 Aug 2018 2620 33886 1.1273


4 Sheela Kothari 26744 0.8897 26744 0.8897

Market buy 13 Jul 2018 1750 28494 0.9479

Market buy 20 Jul 2018 1700 30194 1.0045

Market buy 10 Aug 2018 1855 32049 1.0662

Market buy 24 Aug 2018 1 32050 1.0662

Market buy 14 Sep 2018 50 32100 1.0679

Market buy 19 Oct 2018 300 32400 1.0779

Market buy 16 Nov 2018 200 32600 1.0845

Market buy 28 Dec 2018 502 33102 1.1012


5 Saurabh Subhash Agarwal 25929 0.8626 25929 0.8626


6Deity Commercial PrivateLimited 24300 0.8084 24300 0.8084

Market sell 06 Jul 2018 -200 24100 0.8018

Market sell 31 Aug 2018 -100 24000 0.7984

Market sell 14 Sep 2018 -50 23950 0.7968


7 Shrenik Mohanlal Shah 23914 0.7956 23914 0.7956


8 Suraj Kanwari Kasat 13300 0.4425 13300 0.4425


9 Shashi Ramakant Kasat 13100 0.4358 13100 0.4358


10 Rita Ajit Jain 10652 0.3544 10652 0.3544

Market buy 27 Jul 2018 1100 11752 0.391


11 Anita Hiranya Ashar 14644 0.4872 14644 0.4872

Market sell 15 Mar 2019 -12487 2157 0.0718


12 Meena Budhamal Desai 27299 0.9082 27299 0.9082

Market sell 27 Apr 2018 -17 27282 0.9076

Market sell 25 May 2018 -16526 10756 0.3578

Market sell 15 Jun 2018 -155 10601 0.3527

Market sell 30 Jun 2018 -10601 0 0

At the end of the year 0 0

35


Sr

No.

Shareholding at the

beginning of the year

– 01.04.2018

Transactions during

the year

Cumulative Shareholding

at the end of the year –

31.03.2019

Shareholder’s Name & Type

of Transaction

No. of

Shares

Held

% of Total

Shares of

the

Company

Date of

Transaction

No. of

Shares

No of

Shares

Held

% of Total

Shares

of The

Company

1 Ajit Jain (Huf) 61772 2.055 61772 2.055


2 Premlata Bharmal Lodha 41303 1.3741 41303 1.3741


3 Aspire Emerging Fund 29643 0.9862 29643 0.9862

Market buy 17 Aug 2018 1623 31266 1.0402

Market buy 24 Aug 2018 2620 33886 1.1273


4 Sheela Kothari 26744 0.8897 26744 0.8897

Market buy 13 Jul 2018 1750 28494 0.9479

Market buy 20 Jul 2018 1700 30194 1.0045

Market buy 10 Aug 2018 1855 32049 1.0662

Market buy 24 Aug 2018 1 32050 1.0662

Market buy 14 Sep 2018 50 32100 1.0679

Market buy 19 Oct 2018 300 32400 1.0779

Market buy 16 Nov 2018 200 32600 1.0845

Market buy 28 Dec 2018 502 33102 1.1012


5 Saurabh Subhash Agarwal 25929 0.8626 25929 0.8626


6Deity Commercial PrivateLimited 24300 0.8084 24300 0.8084

Market sell 06 Jul 2018 -200 24100 0.8018

Market sell 31 Aug 2018 -100 24000 0.7984

Market sell 14 Sep 2018 -50 23950 0.7968


7 Shrenik Mohanlal Shah 23914 0.7956 23914 0.7956


8 Suraj Kanwari Kasat 13300 0.4425 13300 0.4425


9 Shashi Ramakant Kasat 13100 0.4358 13100 0.4358


10 Rita Ajit Jain 10652 0.3544 10652 0.3544

Market buy 27 Jul 2018 1100 11752 0.391


11 Anita Hiranya Ashar 14644 0.4872 14644 0.4872

Market sell 15 Mar 2019 -12487 2157 0.0718


12 Meena Budhamal Desai 27299 0.9082 27299 0.9082

Market sell 27 Apr 2018 -17 27282 0.9076

Market sell 25 May 2018 -16526 10756 0.3578

Market sell 15 Jun 2018 -155 10601 0.3527

Market sell 30 Jun 2018 -10601 0 0

At the end of the year 0 0

(v) Shareholding of Directors and Key Managerial Personnel:

Sr. No Shareholder’s Name Shareholding at the beginning

of the year

Cumulative Shareholding during the

year

No. of

shares

% of total shares

of the company

No. of shares % of total shares

of the company

1. Narendra Karnavat 50000 1.66 50000 1.66

2. Milind Hasmukh Gandhi - - - -

3. Vandana Vasudeo 3,218 0.11 3,218 0.11

4. Bharat Kumar Khaitan - - - -

5. Dewang Doshi - - - -

6. Chirag Bhuptani - - - -

36


V. INDEBTEDNESSIndebtedness of the Company including interest outstanding/accrued but not due for payment. (Rs. in lacs)

Particulars Secured Loans

excluding

deposits

Unsecured

Loans

Deposits Total

Indebtedness

Indebtedness at the beginning ofthe financial year

Principal AmountTerm LoansVehicle LoansWorking Capital FacilitiesUnsecured Loans

--

--

--

--

--

--

--

--

ii) Interest due but not paid - - - -

iii) Interest accrued but notdue

- - -

Total (i+ii+iii) - - - -

Change in Indebtedness duringthe financial year

- - - -

-Addition

- Vehicle Loans

- Working Capital Facilities

- Interest accrued but not due

---

---

---

---

Reduction

- Term Loans

- Vehicle Loans

- Interest accrued but not due

---

---

---

---

Net Change - - - -

Indebtedness at the end of thefinancial year

- - - -

i) Principal Amount- Term Loans

Vehicle LoansWorking Capital FacilitiesUnsecured Loans

----

----

----

---

-

ii) Interest due but not paid - - - -

iii) Interest accrued but notdue

- - - -

Total (i+ii+iii) - - - -

37


VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL (In Rs.)A. Remuneration to Managing Director, Whole-time Directors and/or Manager:

*Appointed w.e.f. 19.05.2018

B. Remuneration to other Directors:

Sr. No. Particulars of Remuneration Name of MD/WTD/Manager Total Amount

Mr. DewandDoshi*

(Manager)

- -

1. Gross Salary(a) Salary as per provisions contained in

Section 17(1) of the Income Tax Act, 1961(b) Value of Perquisites u/s 17(2) Income Tax

Act(c) Profits in lieu of Salary under Section 17(3)

Income Tax Act, 1961

8,21,083

-

-

-

-

-

8,21,083

-

2. Stock Option - - - -

3. Sweat Equity - - - -

4. Commission-as % of profit-others, specify

--

--

--

--

5. Others, (Gratuity) - - - -

Total (A) 8,21,083 - - 8,21,083

Sr.No.

Particulars of Remuneration Name of Directors TotalAmount

1. Independent Directors Mr. MilindGandhi

Mr. BharatkumarKhaitan

Mrs VandanaVasudeo

-

� Fee for attending Board /Committee Meetings

26,500 24,500 15,000 - 66,000

� Commission - - - - -

� Others, please specify - - - - -

Total (1) 26,500 24,500 15,000 - 66,000

2. Other Non-ExecutiveDirectors

Mr. NarendraKarnavat

- - - -

� Fee for attending Board /Committee meetings

26,500 - - - 26,500

� Commission - - - - -

� Others, please specify - - - - -

Total (2) 26,500 - - - 26,500

38


C. Remuneration to Key Managerial Personnel other than MD/Manager/WTD

Sr. No. Particulars of

Remuneration

Key Managerial Personnel Total Amount

CEO CS* CFO

1. Gross Salary(a) Salary as per

provisions contained inSection 17(1) of theIncome Tax Act, 1961

(b) Value of Perquisitesu/s 17(2) Income TaxAct

(c) Profits in lieu of Salaryunder Section 17(3)Income Tax Act, 1961

-

-

-

129,677

-

-

-

129,677

2. Stock Option - - - -

3. Sweat Equity - - - -

4. Commission-as % of profit-others, specify

--

--

--

--

5. Others, please specify - - - -

Total (A) - 1,29,677 - 1,29,677

*Appointed w.e.f. 12.07.2018 VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES (Under the Companies Act): None

By order of the Board of Directors,For GLANCE FINANCE LIMITED

Narendra Karnavat Chairman

(DIN: 00027130)

Place: Mumbai.Date: 19th August, 2019

39


ANNEXURE “C”

MANAGEMENT DISSCUSSION AND ANALYSIS:

The Company’s main object is Non-banking Finance activities consisting mainly of investments and giving loans. The market for this activity offers high potential for growth in view of the growth expected in the Indian economy over the next few years. There have been a number of causes behind growth of Indian economy in last couple of years. A number of market reforms have been instituted by Indian government and there has been significant amount of Foreign Direct Investment made in India. Much of this amount has been invested into several businesses including knowledge process outsourcing industries. India’s foreign exchange reserves have gone up in last few years. All of these could help propel the country into high growth.

BUSINESS SCENARIO The company has allocated its total resources into Debt and debt related instruments and Equity and equity related instruments. We are examining other products also like Real Estate bonds, structured products, etc. that could deliver good returns to the shareholders while balancing the risks associated with the investment.

We expect Debt to provide very safe but fixed returns while equities could give the income boost, although with a higher element of risk.

OPPORTUNITIES AND THREATS:

Your Company is mainly engaged in the business of Finance and Investment in Capital Market. Business opportunities for Finance Companies are enormous as the new areas and segments are being explored.

The major threat being faced by Finance Companies are regulatory changes in NBFCs, Interest Rate hikes by RBI, high Inflation, and volatility in global equity and commodity market.

RISK AND CONCERNS:

Your company’s performance to a large extent depends upon scenario of the capital markets, finance scenario, RBI policies, industry performance and the general economic outlook of the country. The volatility in the stock Market, rate of interest and GDP would affect the profitability of the Company.

40


FINANCIAL PERFORMANCE:Your Company is engaged in Investments and some financial services including consultancy and advisory services as well as trading of securities, commodities and Loan given etc. During the year under review the Company earned a profit before tax of 50.05 Lacs as against Rs. 62.52 Lacs in the F.Y 2017-18. The Profit after tax was Rs. 49.23 Lacs as against Rs. 32.59 Lacs in the F.Y 2017-18.

SEGMENT WISE OR PRODUCT-WISE PERFORMANCE:

The company is engaged in of Finance and Investment in Capital Market and there was no production activity carried out during the financial year.

OUTLOOK:

The focus for the forthcoming financial year for the Company will be continued delivery in progressing mode and grabbing the opportunities and trying to overcome challenges.

The outlook on the Indian economy looks promising this year and GDP growth expected on the back of high liquidity flowing into the Indian markets. We expect good growth in the Indian Equities over the next 2-3 years.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

Internal Control and Audit is an important procedure and the Audit Committee of your Company reviews all the control measures on a periodic basis and recommends improvements, wherever appropriate. The internal control is designed to ensure that the financial and other records are reliable for preparing financial statements and other data and for maintaining accountability of assets.

Your Company has put in place an adequate Internal Control System to safeguard all assets and ensure operational excellence. The system also meticulously records all transaction details and ensures regulatory compliance. The reports are reviewed by the Audit Committee of the Board. Wherever deemed necessary, internal control system are strengthened and corrective actions initiated.

Material development in Human Resources/ Industrial Relations front, including number of people employed:

The Company was able to retain the talents despite of the hefty attrition rates in its peer companies. The Company continued to maintain cordial relations with its employees.

41


DISCLOSURE TO THE BOARD:

Senior Management shall make the disclosure to the Board relating to all material financial and commercial transactions, and where they have personal interest, that may have potential conflict with the interest of the Company at large.

Also your Company is paying rent for the premises it is using for the office purpose to another group concern in which Director is interested. The dealings are at arm’s length and at prevailing market.



(DIN: 00027130)


ANNEXURE D

PARTICULARS OF EMPLOYEES

1) The information required under Section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below:

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

Non-executive directors Ratio to Median

Remuneration

Not Applicable as company has not paid remuneration to any director

Executive Directors Ratio to Median Remuneration

Not Applicable as company has not paid remuneration to any director

42


b. The percentage increase in remuneration of each director, chief executive officer, chief financial officer, company secretary in the financial year:

d. the percentage increase in the median remuneration of employees in the financial year;

Nil

e. The number of permanent employees on the rolls of Company: Two (2) as on 31.03.2019

f. Justification of increase in managerial remuneration with that of increase in remuneration of other employees: No Increase in managerial remuneration

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

I Narendra Karnavat, Director of the company hereby affirm that all the employees

including key managerial personal are paid remuneration as per the remuneration policy formulated by the company and approved by the Board.

2) The statement containing particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014: Not Applicable



(DIN: 00027130)


Directors, Chief Executive Officer, Chief Financial Officer and

Company Secretary

% increase in remuneration in the

financial year

Not Applicable as No increase in remuneration

43


INDEPENDENT AUDITORS’ REPORT

TO THE MEMBERS OF

GLANCE FINANCE LIMITEDReport on the Audit of Standalone Financial StatementsOpinionWe have audited the standalone financial statements of GLANCE FINANCE LIMITED (hereinafter referred to as “the Company”), which comprise the balance sheet as at 31st March 2019, and the statement of Profit & Loss and statement of cash flows for the year then ended, and notes to the financial statements, including a summary of significant accounting policies and other explanatory information (collectively referred to as ‘Standalone Financial Statements’).In our opinion and to the best of our information and according to the explanations given to us, the aforesaid Standalone Financial Statements give the information required by the Companies Act, 2013 (hereinafter referred to as “the Act”) in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs (financial position) of the Company as at March 31, 2019, and profit (financial performance), and its cash flows for the year ended on that date.Basis for OpinionWe conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Act. Our responsibilities under those Standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.Key Audit MattersKey audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.We have determined that there are no key audit matters to be communicated in our

44


report.Other InformationThe Company’s Board of Directors are responsible for the other information. The other information comprises the information included in the annual report, but does not include the financial statements and our auditor’s report thereon.Our opinion on the financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statement or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report the fact. We have nothing to report in this regard.Responsibilities of Management and Those Charged with Governance for the Standalone Financial StatementsThe Company’s Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance, and cash flows of the Company in accordance with6 the accounting principles generally accepted in India, including the accounting Standards specified under section 133 of the Act. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statement that give a true and fair view and are free from material misstatement, whether due to fraud or error.In preparing the financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.Those Board of Directors are also responsible for overseeing the Company’s financial reporting process.Auditor’s Responsibilities for the Audit of the Financial StatementsOur objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud

45


or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also: • Identify and assess the risks of material misstatement of the financial statements,

whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the company has adequate internal financial controls system in place and the operating effectiveness of such controls.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

• Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the financial statements including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

46


We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.Report on Other Legal and Regulatory Requirements1. As required by the Companies (Auditor’s Report) Order, 2016 (“the Order”)

issued by the Central Government of India in terms of Sub-section (11) of Section 143 of the Act and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanations given to us, we give in the Annexure-A a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable

2. As required by section 143(3) of the Act, we report that : a) We have sought and obtained all the information and explanations which

to the best of our knowledge and belief were necessary for the purposes of our audit;

b) In our opinion, proper books of account as required by law have been kept by the Company, so far as appears from our examination of those books;

c) The Balance Sheet, the Statement of Profit and Loss and the Cash Flow Statement dealt with by this report are in agreement with the books of account;

d) In our opinion the aforesaid Standalone Financial Statement comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

e) On the basis of written representations received from the directors as on March 31, 2019, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2019, from being appointed as a director in terms of Section 164 (2) of the Act.

f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in Annexure-B.

g) With respect to the other matters to be included in the Auditor’s Report in

47


accordance with the Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us, we report that:

i) The Company does not have any pending litigations which would impact its financial position other than those mentioned in notes to accounts.

ii) The Company did not have any long term contracts including derivative contracts for which there were any material foreseeable losses.

iii) There were no amounts which were required to be transferred to the Investors Education and Protection Fund by the Company.

Place : Mumbai Dated: May 17, 2019

For and on behalf ofAMAR BAFNA & ASSOCIATESChartered AccountantsICAI Firm Regn No. 114854W

(Amar Bafna)Partner Membership No. 048639

48


ANNEXURE-A TO INDEPENDENT AUDITOR’S REPORT

The Annexure referred to in paragraph 1 under the ‘Report on Other Legal and Regulatory Requirements’ our report to the members of GLANCE FINANCE LIMITED, (‘the Company’) for the year ended on March 31, 2019. We report that:-

i. In respect of its fixed assets:

(a) The Company is maintaining proper records showing full particulars including quantitative details and situation of fixed assets.

(b) The Company has a regular programme of physical verification of fixed assets which is, in our opinion, reasonable having regard to the size of the Company and the nature of its assets. In accordance with this programme, certain fixed assets have been physically verified by the management during the year and no material discrepancies have been noticed on such verification.

(c) As per the information and explanation given to us by the management, the Company does not own any immovable property. Accordingly, the provisions of Clause 3(i)(c) of the Order are not applicable to the Company.

ii. In respect of its inventories:

The inventory is in the form of Shares & Securities which has been verified, with the holding statements, during the year by the management. In our opinion, the frequency of verification is reasonable. There were no material discrepancies noticed on verification of inventories as compared to the book records.

iii. The Company has not granted any loans, secured or unsecured to Companies, firms, Limited Liability Partnerships or other parties covered in the register maintained under section 189 of the Act and hence provisions of Clause 3(iii) of the aforesaid Order are not applicable to the Company.

iv. The Company has not granted any loans or made any investments, or provided any guarantee or security to the parties covered under Section 185 and 186 of the Act and hence provisions of Clause 3(iv) of the aforesaid Order are not applicable to the Company.

v. In our opinion and according to the information and explanations given to us, the Company has not accepted deposits from the public within the meaning of Sections 73, 74, 75 and 76 of the Act and the Rules framed thereunder to the extent notified.

vi. In our opinion and according to the information and explanations given to us

49


maintenance of cost records under sub-section (1) of the Section 148 of the Act has not been prescribed by the government.

vii. (a) According to the records of the Company, the Company is generally regular in depositing with appropriate authorities undisputed statutory dues including provident fund, employees’ state insurance, income-tax, GST, sales tax, wealth tax, duty of customs, duty of excise, value added tax or cess and other statutory dues applicable to it. No undisputed amounts payable in respect of provident fund, employees’ state insurance, income-tax, sales tax, wealth tax, duty of customs, duty of excise, value added tax or cess and other statutory dues were outstanding, as at 31-03-2019, for a period of more than six months from the date they became payable.

(b) According to the records of the Company and information and explanations given to us no dues of income tax, GST, sales tax, wealth tax, service tax, duty of customs, duty of excise, value added tax or cess that have not been deposited on account of any disputes.

viii. Based on our audit procedures and according to the information and explanations given to us by the management, we are of the opinion that the Company has not defaulted in repayment of dues to financial institutions and bank.

ix. The Company has not raised any money by way of initial public offer, further public offer (including debt instruments) and term loans and hence provisions of Clause 3(ix) of the aforesaid Order are not applicable to the Company.

x. During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us, we have neither come across any instance of material fraud by the Company or on the Company by its officers or employees, noticed or reported during the year, nor have we been informed of any such case by the management.

xi. The Company has paid/provided managerial remuneration in accordance with the requisite approvals mandated by the provision of the Section 197 read with Schedule V of the Act.

xii. The Company is not a Nidhi Company and the Nidhi Rules, 2014 are not applicable to the Company and hence provisions of Clause 3(xii) of the aforesaid Order are not applicable to the Company.

xiii. The Company has entered into the transaction with the related parties in compliance with the provisions of the Section 177 and 188 of the Act. The details

50


of such related party transactions have been disclosed in the financial statements as required under Accounting Standard (AS)18, Related Party Disclosures specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

xiv. The Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year under review and hence provisions of Clause 3(xiv) of the aforesaid Order are not applicable to the Company.

xv. The Company has not entered into any non-cash transactions with its directors or the persons connected with him and hence provisions of Clause 3(xv) of the aforesaid Order are not applicable to the Company.

xvi. The Company has obtained registration as required under Section 45-IA of the Reserve Bank of India Act, 1934.




51


ANNEXURE-B TO INDEPENDENT AUDITOR’S REPORTThe Annexure referred to in paragraph 2(f) under the ‘Report on Other Legal and Regulatory Requirements’ our report to the members of GLANCE FINANCE LIMITED, (‘the Company’) for the year ended on March 31, 2019.

Report on the Internal Financial Controls under Clause (i) of Sub-Section 3 of

Section 143 of the ActWe have audited internal financial controls over financial reporting of GLANCE FINANCE LIMITED (“the Company”) as of March 31, 2019 in conjunction with our audit of the financial statements of the Company for the year then ended on that date.

Management’s Responsibility for the Internal Financial ControlsThe Company’s management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (ICAI). These responsibilities includes design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of business, including adherence to Company’s policies, the safeguarding of the assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Act.

Auditor’s ResponsibilityOur responsibility is to express an opinion on Company’s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (‘the Guidance Note’) and the Standards on Auditing deemed to be prescribed under Section 143(10) of the Act to the extent applicable to an audit of internal financial controls, both applicable to an audit of internal financial controls and both issued by the ICAI. Those Standards and Guidance note require that we comply with ethical requirements and plan and perform audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedure to obtain audit evidence about the adequacy

52


of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal controls based on the assessed risk. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company’s internal financial controls system over financial reporting.

Meaning of Internal Financial Controls over Financial ReportingA Company’s internal financial control over financial reporting is a process designed to provide a reasonable assurance regarding the reliability of financial reporting and preparation of financial statements for external purpose in accordance with generally accepted accounting principles. A Company’s internal financial control over financial reporting includes those policies and procedures that:

1. Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;

2. Provide reasonable assurance that the transactions are recorded as necessary to permit preparation of financial statements in accordance with the generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorisations of management and directors of the Company; and

3. Provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls over Financial ReportingBecause of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial control over financial reporting to future periods are subject to the risk that the internal financial control over financial

53

reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

OpinionIn our opinion, the Company has, in all material aspects, an adequate internal financial control system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2019, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India.





I. EQUITY AND LIABILITIES 1 Shareholders' Fund: a) Share Capital b) Reserves and Surplus

2 Non-Current Liabilities a) Long Term Provisions

3 Current Liabilities a) Other Current Liabilities b) Short Term Provisions

II. ASSETS 1 Non Current Assets (a) Fixed Assets Property, Plant & Equipments (b) Non Current Investments (c) Deferred Tax Assets (Net) (d) Long Term Loans and Advances

2 Current Assets (a) Current Investments (b) Inventories (c) Trade Receivables (d) Cash and Bank Balances (e) Short Term Loans and Advances (f) Other Current Assets

54

30,252,000140,224,440

96,063

172,573695,421

171,440,497

509,00158,098,9382,922,600

63,093,993 124,624,532

2,118,115

33,318,268 987

1,610,650 8,602,117 1,165,828

46,815,965 171,440,497

30,252,000

135,301,293

679,879

659,179 201,556

167,093,907

1,188,082

45,696,000 2,964,400

391,878 50,240,360

58,133,655 56,884,955

89 942,545 673,499 218,804

116,853,547 167,093,907

BALANCE SHEET AS AT 31ST MARCH 2019

Significant Accounting Policies 1The accompanying notes are an integral part of the financial statements.

As per our Report of even date attachedFor and on behalf ofAMAR BAFNA & ASSOCIATESChartered AccountantsFirm Registration No. 114854W

(Amar Bafna)PartnerMembership No:048639Place: MumbaiDate: May 17, 2019

For and on behalf of Board of Directors

Mr. Narendra Karnavat Director (DIN : 00027130)

Chirag BhuptaniCompany Secretary(Membership No. ACS 55740)

As at 31 March 2019

Rs.

As at 31 March 2018

Rs. Notes

23

4

56

789

10

111213141516

Total

Total

Mr. Milind GandhiDirector(DIN : 01658439)

Ranjana AutiChief Financial Officer


55

I. INCOME

(a) Revenue from Operations

(b) Other Income

Total Revenue

II. EXPENDITURE

(a) Purchases of Traded Goods

(b) Changes in Inventories of Traded Goods

(c) Employee Benefits Expenses

(d) Depreciation and Amortization Expenses

(e) Other Expenses

Total Expenses

III. Profit before Tax

Less: Tax Expenses

Current Income Tax

Deferred Tax

MAT Credit Entitlement

Earlier years adjustments

IV. Profit for the year

V. Earnings per Equity Share

Basic

Diluted

Significant Accounting Policies

The accompanying notes are an integral part of these financial statements.

43,209,200

38,011

43,247,211

8,784,658

23,566,687

3,225,146

359,139

2,306,330

38,241,960

5,005,251

781,000

41,800

(741,853)

1,157

82,104

4,923,147

1.64

1.64

103,139,239

4,999

103,144,238

39,606,688

40,082,965

8,924,252

682,589

7,595,232

96,891,726

6,252,512

2,600,000

(735,600)

-

1,129,179

2,993,579

3,258,933

1.08

1.08

STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31ST MARCH, 2019

Year ended31 March 2019

Rs.


Rs. Notes

17

18

19

20

21

22

23

27

1

AMAR BAFNA & ASSOCIATESChartered AccountantsFirm Registration No. 114854W







As per our Report of even date attached For and on behalf of


56

CASH FLOW FROM OPERATING ACTIVITIES

Net profit before taxation and extraordinary items

Adjustments for:

Depreciation

Provision for Expenses

Prepaid Expenses

Provision for Gratuity

Provision for Standard Assets

(Profit)/Loss on Sale of Investments

Exchange (Gain)/loss

Loss on Sale of Motor Car

Loss on Sale of Investment

Dividend Income on Mutual Funds/Shares

Operating Profit before working capital changes

Increase/(Decrease) in Sundry Payables & Other Liabilities

(Increase)/Decrease in Trade & Other Receivables

(Increase)/Decrease in Inventories

Cash generated from operations

Less: Direct Taxes paid

Net Cash Flow from operating activities

before extraordinary Items

Adjustments for Prior Period Items

Net Cash Flow from operating activities

CASH FLOW FROM INVESTING ACTIVITIES:

Sale of Fixed Assets

Purchase of Fixed Assets

Purchases of Investments

Sale of Investments

Intercorporate Loan taken/(given) (net)

Dividend Income on Mutual Funds/Shares

Net Cash from/(used) in Investing activities

5,005,251

359,139

138,770

-

284,907

176,250

(15,150,322)

(4,416)

109,942

-

(686,834)

(9,767,313)

(1,176,484)

(6,280,932)

23,566,687

6,341,958

2,833,608

3,508,350

-

3,508,350

210,000

-

(140,143,181)

198,906,102

(62,500,000)

686,834

(2,840,245)

A.

B.

6,252,512

682,589

556,937

27,359

2,488,453

-

(1,147,134)

(219)

-

233,750

(661,598)

8,432,649

(4,204,515)

(249,269)

40,082,965

44,061,830

2,650,000

41,411,830

-

41,411,830

-

(22,490)

(68,163,900)

25,980,248

-

661,598

(41,544,544)

CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2019

Particulars 31.03.2018

Rs.

31.03.2019

Rs.

(A)

(B)


57

CASH FLOW FROM FINANCING ACTIVITIES:

Net Cash from/(used) in financing activities

Net Increase/(Decrease) in Cash & Cash Equivalents

(A+B+C)

Cash & Cash Equivalents as at beginning of period

Cash & Cash Equivalents as at end of period

NOTES:1. Cash and cash equivalents consist of cash on hand and balances with banks.

The amount included in the cash flow statement comprise

the following balance-sheet amounts.

Cash on hand and balance in current accounts

Balance in Fixed Deposit accounts

Effect of Exchange rate changes

Cash and cash equivalents as restated

2. Direct Tax paid are treated as arising from operating activity and not bifurcated investment

and financing activities.

3. Cash flow statement has been prepared under the indirect method as set out in Accounting

Standard - 3.

4. Previous year's figures has been regrouped/recasted wherever considered necessary.

5. Figures in negative/brackets represents outflow.

This is the Cash Flow Statement referred to in our report of even date attached.

-

-

668,105

942,545

1,610,650

31.03.2019

1,610,650

-

1,610,650

-

1,610,650

C.

(C)

-

-

(132,714)

1,075,259

942,545

31.03.2018

942,545

-

942,545

-

942,545

AMAR BAFNA & ASSOCIATESChartered AccountantsFirm Registration No. 114854W








58

NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH, 2019

1. SIGNIFICANT ACCOUNTING POLICIES

1.1 BASIS OF PREPARATION OF FINANCIAL STATEMENTS :

These financial statements have been prepared in accordance with the Generally Accepted Accounting Principles in India (‘Indian GAAP’) to comply with the Accounting Standards specified under Section 133 of the Companies Act, 2013, read with Rule 7 of the Companies (Accounts) Rules, 2014 and the relevant provisions of the Companies Act, 2013. The financial statements have been prepared under the historical cost convention on accrual basis.

The accounting policies adopted in the preparation of financial statements are consistent with those of previous year.

1.2 USE OF ESTIMATES:

The preparation of financial statements in conformity with Indian GAAP requires the management to make judgments, estimates and assumptions that affect the reported amounts of revenue, expenses, assets and liabilities and the disclosure of contingent liabilities, at the end of the reporting period. Although these estimates are based on the management’s best knowledge of current events and actions, uncertainty about these assumptions and estimates could result in the outcomes requiring a material adjustment to the carrying amounts of assets or liabilities in future periods.

1.3 RECOGNITION OF INCOME AND EXPENDITURE

Revenue is Recognised to the extent that is probable that the economic benefits will flow to the company and the revenue can be reliably measured. The following specific Recognition criteria are met before revenue is recognised.

a) Income from Professional Services Income from Professional Services are accounted for as and when the relevant services are rendered and revenue is recognised using completed service contract method except where the recovery is uncertain in which case it is accounted for on receipt.


59

b) Interest

Interest income is recognized on a time proportion basis taking into account the amount outstanding and the applicable interest rate. Interest income is included under the head “Revenue from Operations” in the statement of profit and loss. Delayed Payment charges, Penal Interest, Other Penal Charges, etc., are recognised on receipt basis on account of uncertainty of the ultimate collection of the same. Further, in accordance with the guidelines issued by the Reserve Bank of India for Non-Banking Finance Companies, income on business assets classified as Non-performing Assets, is also recognised on receipt basis.

c) Dividend

Dividend Income is Recognised when the Company’s Right to Receive dividend is established by the reporting date.

d) Profit/ Loss on sale of Investments/ Inventories

Profit/loss on the sale of investments/inventories is dealt with at the time of actual sale/redemption.

e) Other Income

Other items of revenue are recognized in accordance with the Accounting Standard (AS-9) “Revenue Recognition”.

1.4 INVENTORIES:

The Securities acquired with the intention of trading are considered as stock in trade and disclosed as current assets. The Securities held as Stock in Trade under current asset and are valued at lower of Cost or Market value, whichever is less on FIFO Basis.

1.5 PROPERTY, PLANT & EQUIPMENTS:

Property, Plant & Equipments are stated at cost less accumulated depreciation and impairment losses, if any. The cost of assets comprises purchase price and any attributable cost of bringing the asset to it’s working condition for it’s intended use.


60

1.6 DEPRECIATION ON PROPERTY, PLANT & EQUIPMENTS : The Company has worked depreciation with reference to the useful lives of assets prescribed by PART ‘C’ of Schedule II to the Act or the useful lives of assets as estimated by the Company, whichever is lower. The carrying values have been depreciated over the remaining useful lives of the assets using Straight Line Method and the same is recognised in the Statement of Profit and Loss.

1.7 FOREIGN CURRENCY TRANSACTIONS

(a) Initial recognition

Foreign Currency Transactions are recorded in the reporting currency, by applying to the foreign currency amount the exchange rate between the reporting currency and the foreign currency at the date of the transaction. Exchange differences, if any, arising out of transactions settled during the year are recognised in the statement of Profit & Loss.

(b) Conversion

Monetary assets and liabilities denominated in the foreign currencies as at the Balance Sheet date are translated at the closing exchange rates on that date. The exchange differences, if any, are recognised in the Statement of profit & Loss and related assets and liabilities are accordingly restated in the Balance Sheet.

1.8 INVESTMENTS:

Investments, which are readily realizable and intended to be held for not more than one year from the date on which such investments are made, are classified as current investments. All other investments are classified as long term investments.

Current investments are carried in the financial statements at lower of cost and fair value determined on an individual investment basis. Long Term Investments are carried at cost. However, provision for diminution in value is made to recognize a decline other than temporary in the value of the investments. In the case of Mutual funds, the net asset value of units declared by the Mutual funds is considered as the fair value.


61

On disposal of investments, the difference between into carrying amount and the net disposal proceeds is charged or credited to the statement of profit & loss.

1.9 FUTURES AND OPTION CONTRACT

a) Equity Index/ Stock Futures are marked-to-market on a daily basis. Debit or credit balances, if any, disclosed under Loans and Advances or Current Liabilities respectively, in the “Mark-to-Market Margin - Index/ Stock Futures Account”, represents the net amount paid or received on the basis of movement in the prices of Index/ Stock Futures till the Balance Sheet date.

b) As at the Balance Sheet date, the profit/ loss on open positions, if any, in Equity Index/ Stock Futures are accounted for as follows:

Credit balance in the “Mark-to-Market Equity Index/ Stock Futures Account”, being anticipated profit, is ignored and no credit is taken in the statement of Profit and Loss.

Debit balance in the “Mark-to-Market Equity Index/ Stock Futures Account”, being anticipated loss, is recognized in the statement of Profit and Loss.

c) On final settlement or squaring-up of contracts for Equity Index/ Stock Futures, the profit or loss is calculated as difference between settlement/ squaring-up price and contract price. Accordingly, debit or credit balance pertaining to the settled/ squared-up contract in “Mark to-Market Margin - Equity Index/ Stock Futures Account” is recognized in the Statement of Profit and Loss upon expiry of the contracts. When more than one contract in respect of the relevant series of Equity Index/ Stock Futures contract to which the squared-up contract pertains is outstanding at the time of the squaring up of the contract, the contract price of the contract so squared up is determined using First In First Out Method for calculating profit/ loss on squaring-up.

1.10 RETIREMENT BENEFITS:

The Company has adopted Revised Accounting Standard 15- Employee Benefits. The policy followed by the Company in respect of its employee benefit scheme is set out below:


62

(a) Gratuity

The Company provides for the gratuity, a defined benefit retirement plan covering all employees. The plan provides for lump sum payments to employees at retirement, death while in employment or on termination of employment. The liability for gratuity are provided for in accordance with actuarial valuation.

(b) Leave Encashment Provision for Leave encashment is made on accrual basis on estimates as at the year end and is charged to the Statement of Profit and Loss.

1.11 SEGMENT REPORTING POLICIES

“Identification of segments:

The Company’s operating businesses are organized and managed separately according to the nature of products and services provided, with each segment representing a strategic business unit that offers different products and serves different markets.

Unallocated items:

Unallocated items include income and expenses which are not allocated to any business segment.

Segment Policies:

The company prepares its segment information in conformity with the accounting policies for preparing and presenting the financial statements of the company as a whole.

1.12 EARNINGS PER SHARE

The Company reports basic and diluted earnings per share in accordance with Accounting Standard 20 – Earning per Share.

Basic earnings per share are calculated by dividing the net profit or loss for the period attributable to equity shareholders (after deducting preference dividends and attributable taxes) by the weighted average number of equity shares outstanding during the period. Partly paid equity shares are treated as fraction of an equity share to the extent that they are entitled to participate in dividends


63

relative to a fully paid equity share during the reporting period. The Weighted average number of equity shares outstanding during the period is adjusted for events such as bonus issue, bonus element in a rights issue, share split, and reverse share split (consolidation of shares) that have changed the number of equity shares outstanding, without a corresponding change in resources.

For the purpose of calculating diluted earnings per share, the net profit or loss for the period attributable to equity shareholders and the weighted average number of shares outstanding during the period are adjusted for the effects of all dilutive potential equity shares.

1.13 PROVISION FOR CURRENT TAX AND DEFERRED TAX

a) Provision for current tax is made and retained in the accounts on the basis of estimated tax liability as per applicable provisions of the Income Tax Act, 1961 and considering assessment orders and decision of appellate authorities.

b) The deferred tax charge or benefit and the corresponding deferred tax liabilities and assets are recognised using the tax rates that have been enacted or substantially enacted as at the balance sheet date. Deferred tax assets are recognised only to the extent there is reasonable certainty that the asset can be realised in future; however, where there is unabsorbed depreciation or carried forward loss under taxation laws, deferred tax assets are recognised only if there is a virtual certainty of realisation of the assets. Deferred tax assets are reviewed as at each balance sheet date and written down or written up to reflect the amount that is reasonable/virtually certain (as the case may be) to be realised.

1.14 IMPAIRMENT OF ASSETS:

The carrying amount of assets is reviewed at each balance sheet date if there is any indication of impairment based on internal/external factors. An impairment loss is recognized wherever the carrying amount of an asset exceeds its recoverable amount. The recoverable amount is the greater of the assets, net selling price and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value at the weighted average cost of capital.


64

After impairment, depreciation is provided on the revised carrying amount of the asset over its remaining useful life. A previously recognized impairment loss is increased or reversed depending on changes in circumstances. However the carrying vale after reversal is not increased beyond the carrying value that would have prevailed by charging usual depreciation if there was no impairment.

1.15 CONTINGENT LIABILITY:

A contingent liability is a possible obligation that arise from past events whose existence will be confirmed by the occurrence or non occurrence of one or more uncertain future events beyond the control of the company or a present obligation that is not recognized because it is not probable that an outflow of resources will be required to settle the obligation. A contingent liability also arises in extremely rare cases where there is a liability that cannot be recognized because it cannot be measured reliably. The company does not recognize a contingent liability but discloses its existence in the financial statements.

Contingent assets are not recognised in the financial statements. However contingent assets are assessed continually and if it is virtually certain that an economic benefit will rise, asset and related income are recognised in the period in which the change occurs.

1.16 PROVISIONS:

The company creates a provision when there is present obligation as a result of a past event that probably requires an outflow of resources and a reliable estimate can be made of the amounts of the obligation. Provisions are not discounted to their present value and are determined based on the best estimate required to settle the obligation at the reporting date. These estimates are reviewed at each reporting date and adjusted to reflect the current best estimates. If it is no longer probable that the outflow of resources would be required to settle the obligation, the provision is reversed.

1.17 CASH & CASH EQUIVALENTS:

Cash and Cash Equivalents for the purposes of cash flow statement comprise cash at bank and in hand and short term investments with an original maturity of three months or less, as per Accounting Standard 3 “Cash Flows”.


65

2. Share Capital

Authorized Shares

Equity Shares

31,00,000 (31 March 2018: 31,00,000) Equity Shares of Rs. 10 each

Preference Share Capital:

40,000 (31 March 2018: 40,000) Redeemable Preference Shares of Rs.100 each

Issued, Subscribed and Fully Paid up Shares

Equity Shares

Equity Shares of Rs.10/- each fully paid

Add: Forfeited Shares

2.1 Reconciliation of the Shares outstanding at the beginning and at the end of the reporting period

Equity Shares

At the beginning of the year

At the end of the year

2.2 Terms/Rights attached :

Equity Shares:

Notes to Financial Statements for the Year ended 31 March, 2019

The company has only one class of equity shares having a par value of Rs. 10 per share. Each holder of equity shares is entitled to one vote per share. The company declares and pays dividends in Indian Rupees. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting.

During the year ended 31st March, 2019, the amount of per share dividend recognized as distributions to equity shareholders was Rs.Nil (31st March, 2018 Rs. Nil per Equity Share)

In the event of Liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

2.3 Details of shareholders holding more than 5% share in the company

Equity shares of Rs. 10 each fully paidTushar AgarwalAshish Commercials LLPReena AgarwalBhadrasila Ventures LLPChitrakut Ventures LLP

As per the records of the company,including its register of shareholder/Members and other declaration received from

shareholders regarding beneficial interest the above shareholding represents both legal and beneficial ownership of shares.

31 March 2019Rs.

31 March 2018 Rs.

31 March 2019 31 March 2018

31 March 2019 31 March 2018

31,000,000

4,000,000

35,000,000

30,059,000

193,000

30,252,000

30,059,000

30,059,000

Rs.

Rs.

31,000,000

4,000,000

35,000,000

3,005,900

30,200

3,036,100

3,005,900

3,005,900

Nos.

Nos.

30,059,000

193,000

30,252,000

30,059,000

30,059,000

Rs.

Rs.

3,005,900

30,200

3,036,100

3,005,900

3,005,900

Nos.

Nos.

692,200 399,000 393,000 350,000 350,000

23.03%13.27%13.07%11.64%11.64%

692,200 399,000 393,000 350,000 350,000

23.03%13.27%13.07%11.64%11.64%

Nos. % Nos. %

31 March 2019 31 March 2018


66

3. Reserves and Surplus

3.1 Capital Redemption Reserve

Balance as per the last financial statements

Closing Balance

3.2 Securities premium account


Closing Balance

3.3 Surplus/(Deficit) in the Statement of Profit and Loss


Add: Profit for the year

Less: Appropriations

Transfer to reserve fund under Section 45 I C (1) of Reserve Bank of India Act, 1934

Net surplus in the statement of profit and loss

3.4 Reserve fund under Section 45 I C(1) of Reserve Bank of India Act, 1934


Add: Amount transferred from surplus balance in the Statement of Profit and Loss

Closing Balance

Total reserves and surplus

4. Long Term Provisions

Provisions for employees benefits

Gratuity

5 Other Current Liabilities

Auditors Remuneration Payable

Professional Tax Payable

Expenses Payable

TDS payable

Other Payables

6. Short Term Provisions

6.1 Provisions for employees benefits

Gratuity

6.2 Other Provisions

Unpaid Dividend

Provision for Income Tax (Net of Deposits)

Note: Provision for Income Tax (Net of Deposits) comprises of :

Provision for Income Tax

Less : Income Tax Deposits

1,400,000

1,400,000

12,600,000

12,600,000

110,305,815

4,923,147

984,629

114,244,333

10,995,478

984,629

11,980,107

140,224,440

96,063

96,063

77,580

400

60,790

33,803

-

172,573

310

147,719

547,392

695,421

3,381,000

2,833,608

547,392

1,400,000

1,400,000

12,600,000

12,600,000

107,698,669

3,258,933

651,787

110,305,815

10,343,691

651,787

10,995,478

135,301,293

679,879

679,879

78,400

1,575

11,730

102,242

465,232

659,179

53,837

147,719

-

201,556

2,600,000

2,650,000

(50,000)

31 March 2019Rs.

31 March 2018Rs.


324,

518

22,4

90

-

347,

008

-

-

347,

008

315,

646

1,92

4

-

317,

570

4,31

1

-

321,

881

29,4

38

25,1

27

1,28

9,88

1

-

-

1,28

9,88

1

-

-

1,28

9,88

1

1,28

2,32

3

-

-

1,28

2,32

3

-

-

1,28

2,32

3

7,55

8

7,55

8

4,68

7,70

8

-

-

4,68

7,70

8

-

855,

289

3,83

2,41

9

2,98

4,27

7

624,

788

-

3,60

9,06

5

326,

481

535,

347

3,40

0,19

9

1,07

8,64

3

432,

220

592,

560

-

-

592,

560

-

-

592,

560

492,

842

48,8

65

-

541,

707

23,0

92

-

564,

799

50,8

53

27,7

61

172,

045

- -

172,

045 - -

172,

045

143,

443

7,01

2

-

150,

455

5,25

5

-

155,

710

21,5

90

16,3

35

7

,066

,712

22,4

90

-

7,08

9,20

2

-

855,

289

6,23

3,91

3

5,21

8,53

1

682,

589

-

5,90

1,12

0

359,

139

535,

347

5,72

4,91

2

1,18

8,08

2

509,

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Cos

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Dis

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31 M

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2019

Net

Blo

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At

31 M

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At

31 M

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7. P

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Pla

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Eqi

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Air

Con

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Com

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rsM

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67


68

8. Non Current Investments

Non-trade Investments

(valued at cost unless stated otherwise)

Investment in Equity Instruments (Quoted)

6913 (31 March 2018: Nil) Equity shares of Balaji Amines Ltd

of Rs.2/- each fully paid up

28939 (31 March 2018: Nil) Equity shares of Balrampur Chini Mills


4542 (31 March 2018: Nil) Equity shares of Cadila Healthcare Ltd


6045 (31 March 2018: Nil) Equity shares of Central deposer (I) Ltd


7948 (31 March 2018: Nil) Equity shares of Deepak Fertilizers


8583 (31 March 2018: Nil) Equity shares of Exide Industries Ltd


5000 (31 March 2018: Nil) Equity shares of Hi-tech Pipes ltd


70000 (31 March 2018: Nil) Equity shares of Infra Dev. Fin. Co.Ltd.


81149 (31 March 2018: Nil) Equity shares of Jindal Saw Ltd


7400 (31 March 2018: Nil) Equity shares of KRBL Ltd


24516 (31 March 2018: Nil) Equity shares of Lumax Auto Tech Ltd


5708 (31 March 2018: Nil) Equity shares of Muthoot Finance Ltd


21000 (31 March 2018: Nil) Equity shares of Pennar Industries Ltd


2935 (31 March 2018: Nil) Equity shares of Shilpa Medicare Ltd


2400 (31 March 2018: Nil) Equity shares of Spencers Retails Ltd


3370 (31 March 2018: Nil) Equity shares of SRF Ltd


10700 (31 March 2018: Nil) Equity shares of Surya Roshni Ltd


1008 (31 March 2018: Nil) Equity shares of Tata Elexsi (I ) Ltd


13000 (31 March 2018: Nil) Equity shares of Time Technoplast Ltd


24950 (31 March 2018: Nil) Equity shares of Titagarh Wagons Ltd


1350 (31 March 2018: Nil) Equity shares of Valiant Organics Ltd


-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

31 March 2019Rs.

31 March 2018 Rs.

3,123,646

2,951,884

1,545,347

1,394,976

1,147,362

2,307,940

1,009,717

3,051,960

6,773,862

2,089,319

4,184,659

2,925,953

763,494

1,128,678

374,864

6,755,288

2,479,424

975,967

1,302,462

2,005,922

1,930,045

50,222,769 I


69

Bonds (Quoted)

5,696 units (31 March 2018: 5,696) Taxfree Bonds of Power Finance Corporation Tranche -

1 (Series - II) of Rs.1,000/- each fully paid up

Investment in Units of Mutual Funds (Unquoted)

Nil (31 March 2018: 6,80,290.620) HDFC Gilt Fund Long Term Plan Growth

69,127.214 (31 March 2018: 6,34,145.568) SBI Magnum Gilt Fund Long Term

Aggregate amount of Quoted Investments

Equity Shares

Bonds

Aggregate Market Value of Quoted Investments

Equity Shares

Bonds

Aggregate amount of Unquoted Investments

Mutual Funds

Aggregate Net Asset Value of Mutual Funds

Deferred Tax Assets (Net) Deferred Tax Assets

Provision of Gratuity

Increase in Value of Inventory as per ICDS-8

Carry Forward of Business Loss

Carry Forward of Unabsorbed Depreciation

Excess of WDV of Fixed Assets as per Books over WDV as per Income Tax Act, 1961

Net deferred tax asset

(Rounded off)

5,696,000

5,696,000

20,000,000

20,000,000

40,000,000

45,696,000

-

5,696,000

5,696,000

-

6,703,622

6,703,622

40,000,000

40,000,000

47,997,142

47,997,142

190,766

2,513,353

-

-

260,259

2,964,378

2,964,400

31 March 2019Rs.

31 March 2018 Rs.

5,696,000

5,696,000

-

2,180,169

2,180,169

58,098,938

50,222,769

5,696,000

55,918,769

53,233,288

6,565,039

59,798,327

2,180,169

2,180,169

2,810,975

2,810,975

25,057

2,380,652

134,663

76,485

305,736 2,922,593

2,922,600

II

III

9.


70

10. Long Term Loans and Advances

10.1 Security Deposit

Unsecured, considered good

Electricity Deposit

10.2 Balances with government authorities

Income Tax Deposits (Net of Provisions)

MAT Credit Entitlement

Income Tax Refund Receivable

10.3 Other Loans & Advances


Loans Granted

Less: Contingent Provision against Standard Assets as per RBI directions

11. Current Investments

Non-trade Investments

(valued at lower of cost or fair value unless stated otherwise)

Units of Mutual Funds (Unquoted)

Nil (31 March 2018: 8479.289) DSP Blackrock Liquidity Fund -IP - Growth

0.021 (31 March 2018: 0.021) HDFC Liquid Fund -Monthly Dividend - Reinvest

Nil (31 March 2018: 7,61,223.854) Franklin Templeton India Ultra Short Term Bond Fund - Growth

708.575 (31 March 2018: Nil) SBI Overnight Fund- Growth

Nil (31 March 2018: 81,270.078) ICICI Prudential Liquid Plan -Growth

Aggregate amount of Unquoted Investments

Units of Mutual Funds

Aggregate Net Asset Value of Mutual Funds

12. Inventories

Equity Shares (as valued & certified by the management)

8,390

8,390

50,000

-

333,488

383,488

-

-

-

391,878

20,395,891

22

17,381,508

-

20,356,234

58,133,655

58,133,655

58,133,655

60,112,038

60,112,038

56,884,955

56,884,955

8,390

8,390

-

741,853

-

741,853

62,500,000

156,250

62,343,750

63,093,993

-

22

-

2,118,093

-

2,118,115

2,118,115

2,118,115

2,173,032

2,173,032

33,318,268

33,318,268

31 March 2019Rs.

31 March 2018 Rs.

Total

Total

Total


71

13. Trade receivables:

Unsecured, Considered good unless stated otherwise

Outstanding for a period exceeding six months from the date they are due for payment

Others

14. Cash and Bank Balances

Cash and Cash equivalents:

Cash on hand

Balance with banks:

In Current Accounts

Bank Balance in Current Accounts

Kotak Mahindra Bank

H.D.F.C. Bank

H.D.F.C. Bank (Dividend Account)

Union Bank of India

15. Short Term Loans and Advances

15.1 Prepaid Expenses

15.2 Balances with government authorities

15.3 Other Loans & Advances


Loans Granted

Less: Contingent Provision against Standard Assets as per RBI directions

16. Other Current Assets

Interest Receivable

31 March 2019Rs.

31 March 2018Rs.

-

987

987

90,169

1,313,959

-

147,719

58,803

1,610,650

-

89

89

89,339

357,834

115,641

147,719

232,012

942,545

-

622,117

8,000,000

20,000

7,980,000

8,602,117

1,165,828

1,165,828

27,359

646,140

-

-

-

673,499

218,804

218,804

Total

Total

Total


100,707,096

100,707,096

-

-

472,770

-

472,770

1,147,134

-

150,641

661,598

1,959,373

103,139,239

219

4,780

4,999

39,606,688

39,606,688

17. Revenue from Operations

17.1 Sale of Traded Goods

Sale of Equity Shares

17.2 Revenue From Financial Services

Professional Fees

17.3 Interest Income

Bonds

Others

17.4 Other Operating Income

Gain on sale of Current Investments

Gain on sale of Non - Current Investments

Profit on Derivatives

Dividend Income

18. Other Income

Exchange Fluctuation Gain

Miscellaneous Income

19. Purchases of Traded Goods

Purchase of Equity Shares

72


Rs.


Rs.

NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH 2019

Total

Total

Total

24,923,525

24,923,525

750,000

750,000

472,770

1,339,734

1,812,504

5,402,470

9,747,852

(113,985)

686,834

15,723,171

43,209,200

4,416

33,595

38,011

8,784,658

8,784,658


73

31 March 2019Rs.

31 March 2018Rs.

(Increase)/Decrease

Rs.

20. Changes in Inventories of Traded Goods

Details at the end of the year

Equity Shares

Details at the beginning of the year

Equity Shares

21 Employee Benefits Expenses

Salary & Wages

Director's remuneration

Staff Welfare Expenses

Gratuity (Refer Note No.24)

22 Depreciation and amortisation Expenses

Depreciation on Tangible asset

33,318,268

33,318,268

56,884,955

56,884,955

2,912,267

-

27,972

284,907

3,225,146

Year Ended

31 March 2019

Rs.

359,139

359,139

56,884,955

56,884,955

96,967,920

96,967,920

3,454,665

2,932,184

48,950

2,488,453

8,924,252

Year Ended

31 March 2018

Rs.

682,589

682,589

23,566,687

23,566,687

40,082,965

40,082,965

Total


74

23. Other Expenses

Publication Expenses

Annual Listing Fees to BSE

Bank Charges

Books & Periodicals

Business Promotion Expenses

Conveyance Expenses

Custody / Demat Charges

Director's Sitting Fees

Electricity Charges

Internet Charges

Insurance

Interest on Late payment

Professional Charges

Loss on Sale of Investment

Loss on Sale of Motor Car

Membership & Subscription Fees

Miscellaneous Expenses

Motor Vehicle Expenses

Office Expenses

Payment to Auditors

Audit Fees

Postage & Courier

Printing and Stationery

Profession Tax

Provision for Contingent Against Standard Assets

Payout Charges / Processing Fees

Rent Rates & Taxes

Repairs and Maintenance - Others

Security Transaction Tax Charges (Trading)

Service Tax / GST

Software Charges

Telephone Expenses

Travelling Expenses

56,622

298,489

903

2,476

22,669

36,453

60,480

20,000

141,438

19,185

46,225

3,200

5,266,003

233,750

-

264,897

41,980

265,779

41,170

43,000

2,119

69,526

2,500

-

1,260

180,000

64,406

147,412

3,480

33,526

116,780

109,504

7,595,232

83,884

298,346

442

936

-

7,096

2,234

92,500

109,370

7,010

25,099

-

669,588

-

109,942

53,100

21,600

-

40,397

47,590

534

56,682

2,500

176,250

-

256,416

28,898

93,412

-

-

88,756

33,748

2,306,330


Rs.


Rs.

Total


75

Notes to Financial Statements for the year ended 31 March, 201924. Gratuity and other post employment benefit plans (AS - 15) The company has an unfunded defined benefit gratuity plan. Every employee who has completed 5 years or more of

service is eligible for a gratuity on departure at 15 days salary (last drawn salary) per each completed year of service.

Consequent to the adoption of revised AS- 15 Employee Benefits issued under Companies (Accounting Standards)

Amendment Rules 2008, the following disclosures have been made as required by the standard.

The following tables summarize the components of the net employee benefit expenses recognized in the Statement of

Profit and Loss, and the fund status and amount recognized in the balance sheet for the gratuity benefit plan.

a) Assumptions as at :

Mortality

Interest/Discount Rate

Rate of increase in compensation

Expected Average Remaining Service

Employee attrition rate (Past Service [PS])

b) Changes in present value of obligations:

PVO at the beginning of period

Interest cost

Current service cost

Benefit paid

Acturial (gain)/loss on obligation

PVO at end of period

c) Amount recognized in the Balance Sheet

as at the end of the year:

Present Value of Defined Benefit Obligation

Fair Value of Plan Assets

Funded status - Surplus/(Deficit)

Net Asset/(Liability)

d) Expense recognized in the statement of

Profit & Loss:

Current service cost

Interest Cost

Net Actuarial (gain)/loss recognized for the period

Expenses recognized in the statement of P & L

31-03-19

IALM 2006-08

(Ultimate)

7.60%

7.00%

11.58

PS: 0 to 40 : 5%

733,716

20,172

126,835

(922,250)

137,900

96,373

96,373

Nil

(96,373)

(96,373)

126,835

20,172

137,900

284,907

31-03-18

IALM 2006-08

(Ultimate)

7.40%

7.00%

10.44

PS: 0 to 40 : 5%

2,129,583

12,539

202,843

(3,884,320)

2,273,071

733,716

733,716

Nil

(733,716)

(733,716)

202,843

12,539

2,273,071

2,488,453

The above figures are certified by actuary and relied upon by the auditor.25. Segment Reporting (AS-17)Primary Segment (Business Segment)The Company operates mainly in the business segment of fund based financing activity. All other activities revolve around the main business. Further, all activities are carried out within India. As such, there are no separate reportable segments as per the provisions of AS 17 on ‘Segment Reporting’. Secondary Segment (Geographical Segment)The Company operates only in domestic markets. As a result separate segment information for different geographical segments is also not disclosed.


76

26. Related Party Disclosures (AS-18)

A. Related parties and nature of relationship

I) Key Management Personnel

Mr. Narendra Karnavat, Director (Appointed w.e.f.17.10.2017)

Mr. Bharat Kumar Khaitan, Director (Appointed w.e.f 23.03.2018)

Mrs. Vandana Vasudeo, Director (Appointed w.e.f 19.05.2018)

Mr. Milind Gandhi, Director

Mr. Dewang Doshi, Manager (Appointed w.e.f 19.05.2018)

Mr. Chirag Bhuptani, Company Secretary (w.e.f. 12.07.2018)

Mr. Tushar Agarwal, Chairman (Upto on 17.10.2017)

Mr. Narendra Arora, Whole Time Director (Upto on 05.08.2017)

Ms. Mamta Kishor Thakkar, Whole Time Director (Upto on 28.02.2018)

Ms. Pragati Lad, Company Secretary (Upto 31.05.2017)

Ms. Kunjal Singh, Company Secretary (w.e.f. 26.07.2017 Upto 28.02.2018)

B. Material Transactions with related parties during the Year (Rs.)

Salary

Directors Sitting Fees

Gratuity paid

Bonus & Leave Salary

2018-2019

799,292

92,500

-

80,692

Key Management Personnel (KMP)Particulars

Note: The above related party details have been given by the managenent and relied upon by the auditor.

Profit after tax as reported

No. of Equity Shares used in computing Weighted

Average EPS

Basic / Diluted EPS

Nominal Value Per Share (Rs.)

Particulars31 March 2019

Rs.31 March 2018

Rs.

4,923,147

3,005,900

1.64

10

3,258,933

3,005,900

1.08

10

27. Earnings Per Share (AS-20)

28. The Company believes that no impairment of asset has arisen during the year as per the accounting standard -28

"Impairment of asset"

29. Contingent Liabilities

There are no contingent liability as on balance sheet for which the company is required to make provision in the

books of accounts.

30. Details of dues to Micro and Small Enterprises as defined under the MSMED Act, 2006

The Company has not Received any information from it's vendors regarding their status under the Micro, small

& medium enterprises & development act ,2006 and hence disclosure if any, required under the said act has not

been made.

2017-2018

2,803,214

20,000

3,558,000

524,560


77

31. Additional Disclosures as required in terms of Paragraph 13 of NonBanking Financial (Non-Deposit Accepting

or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2007 issued by Reserve Bank of India.

1. Loans and advances availed by the non banking financial

company inclusive of interest accrued thereon but not paid:

a) Debentures:

Secured

Unsecured

(other than falling within the meaning of public deposits)

b) Deferred Credits

c) Term Loans

d) InterCorporate loans and borrowings

e) Commercial Paper

f) Other Loans (Specify nature)

Total

Particulars

Liabilities Side

(Rs.in lakhs)

Amount O/S

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Amount Overdue

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Assets Side

2. Breakup of Loans and Advances including bills receivables (other than those included in (4) below):

a) Secured Nil

b) Unsecured 705.00

3. Breakup of Leased Assets and stock on hire and other assets counting towards AFC activities

i) Lease assets including lease rentals under sundry debtors:

a) Financial Lease N.A

b) Operating Lease N.A

ii) Stock on hire including hire charges under sundry debtors:

a) Assets on hire N.A

b) Reposessed Assets N.A

iii) Other loans counting towards AFC activities

a) Loans where assets have been repossessed N.A

b) Loans other than (a) above N.A

4. Breakup of Investments:

Current Investments:

1. Quoted:

I) Shares: (a) Equity Nil

(b) Preference Nil

ii) Debentures and Bonds

iii) Units of mutual funds Nil

Amount

Outstanding


78

iv) Government Securities Nil

v) Others (please specify) Nil

2. Unquoted:

I) Shares: (a) Equity Nil

(b) Preference Nil

ii) Debentures and Bonds Nil

iii) Units of mutual funds 21.18



Long Term investments:

1. Quoted:

i) Shares: (a) Equity 502.23

(b) Preference Nil

ii) Debentures and Bonds 56.96

iii) Units of mutual funds Nil



2. Unquoted:

i) Shares: (a) Equity Nil

(b) Preference Nil

ii) Debentures and Bonds Nil

iii) Units of mutual funds 21.80



5. Borrower groupwise classification of assets financed as in (2) and (3) above:

6. Investor groupwise classification of all investments (current and long term) in shares and securities (both quoted

and unquoted):

1. Related Parties

1. Related Parties

a) Subsidiaries

b) Companies in the same group

c) Other related parties

2. Other than related parties

Secured

Nil

Nil

Nil

Nil

Nil

Unsecured

Nil

Nil

Nil

Nil

Nil

Amount

Outstanding

Market Value/Break up

or fair value or NAV

Book Value

(Net of Provisions)

Category

Amount net of Provisions

Total

Nil

Nil

Nil

Nil

Nil Total

Category


79

a) Subsidiaries

b) Companies in the same group

c) Other related parties

2. Other than related parties

Total

7. Other information

i) Gross NonPerforming Assets

a) Related Parties

b) Other than related parties

ii) Net NonPerforming Assets

a) Related Parties

b) Other than related parties

iii) Assets acquired in satisfaction of debt

32. Disclosures as required by RBI Notification No. DNBR.019/CGM (CDS) - 2015 dated April 10, 2015 has not been

given since the asset size of the Company does not exceed Rs.500 Crores as on the Balance Sheet date.

33. In the opinion of the Board of Directors, the Current Assets, Non-Current Assets have a value on realization in the

normal course of business atleast equal to the value at which they are stated in the Balance Sheet.

34. a) Figures of the previous year have been re-grouped and re-classified wherever necessary to correspond with the

figure of the current period.

b) Figures have been rounded off to nearest rupee.

-

-

-

647.82

647.82

Nil

Nil

Nil

Nil

Nil

-

-

-

602.17

602.17

Nil

Nil

Nil

Nil

Nil

As per our Report of even date attachedFor and on behalf ofAMAR BAFNA & ASSOCIATESChartered AccountantsFirm Registration No. 114854W








Location Map - to reach at the venue of Annual General Meeting

Venue of AGM:Plot No. 41, Sadanand Jadhav Marg, Near Kesar Baugh, Naigaon,Shindewari, Dadar East, Mumbai, Maharashtra 400014

Landmark:Near Kesar Baugh


Name of Shareholder/ Proxy DP ID* Client ID* Folio No. of shares held

EVSN (Electronic Voting Sequence Number)

*Default PAN

USE YOUR PAN

GLANCE FINANCE LIMITEDCIN: L65920MH1994PLC081333

Regd. Office: 5, Kitab Mahal, 192 Dr D N Road, Fort, Mumbai – 400001.

Tel No. 022-40666676, Email ID: [email protected] Website: www.glancefinance.com

ATTENDANCE SLIP

Please complete this attendance slip and hand it over at the entrance of the meeting hall. Joint Shareholders may

obtain additional attendance slips on request. (Folio No.s, DP ID*, Client ID* & Name of the Shareholder/ Joint

holder/s/ Proxy in BLOCK LETTERS to be furnished below)

Signature of the Shareholder/ Proxy: _____________________

I hereby record my presence at the 25th Annual General Meeting of the company, held on Friday 27th September,

2019 at 09.00 a.m. at Padmashali Yuvak Sangh, Plot No.41, Sadanand Jadhav Marg, Near Keshar Baug, Naigaum,

Dadar (E), Mumbai- 400014.

Notes:

1. Shareholders/ Proxy holders are requested to bring the Attendance Slip with them when they come to

the Meeting and hand it over at the gate after affixing their signature on it.

-----------------------------------------------------------------------------------------------------------------

Electronic Voting Particulars:-

* Only Shareholder who have not update their PAN with Company / Depository Participant shall use default

PAN in the pan field.

Note: Please read the instructions printed at note 11 of the Notice of Twenty Fifth Annual General Meeting. The E-Voting period starts on September 24, 2019 (09:00 AM) and ends on September 26, 2019 (5:00 PM). The e-voting module shall be disable by CDSL for voting thereafter.

190819055


Form No. MGT-11

PROXY FORM

[Pursuant to section 105(6) of the Companies Act, 2013 and rule 19(3) of the Companies

(Management and Administration) Rules, 2014]

GLANCE FINANCE LIMITEDCorporate Identification Number: L65920MH1994PLC081333

Regd. Office: 5, Kitab Mahal, 192 Dr. D N Road, Fort, Mumbai – 400001

25th Annual General Meeting – September 27, 2019

Name of the member (s):

Registered address:

E-mail Id:

Folio No/ Client Id:

DP ID:


Signed this______ day of_____________ 2019

Signature of shareholder: __________________

Signature of Proxy holder(s) __________________

Note:

1. This form of proxy in order to be effective should be duly completed and

deposited at the Registered Office of the Company, not less than 48 hours before

the commencement of the Meeting.

2. A proxy need not be a member of the company.

Affix

Revenue

Stamp of

Re. 1/-

Sr. No. Particulars

ORDINARY BUSINESS 1.

Adoption of Audited Financial Statements

for the financial year ended 31st

March 2019.

2.

To Re -appoint Mr. Narendra Karnavat (DIN 00027130) as a Director of the Company, who retires by rotation and being eligible, offers himself for re-appointment

SPECIAL BUSINESS

3.

To Re -appoint Mr. Milind Gandhi as an Independent Director for a second term of 5 (five)

consecutive years

4.

To appoint Mrs. Vandana Vasudeo as an Independent Director for a term of 5 (five) consecutive years


BO

OK

- P

OS

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If u

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ere

d P

lease

retu

rn to

GL

AN

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FIN

AN

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