Gujarat Lease Financing Ltd

Dear Members,

Your Directors have pleasure in presenting the 41 Annual Report of the Company together with the Audited Financial Statements for the year ended March 31, 2024

1. FINANCIAL SUMMARY AND STATE OF AFFAIRS

The highlights of the Financial Results of the Company for the year under review are given below:

(Rs in lakh)

Accounting Policies have been consistently applied except where newly issued accounting standard is initially adopted or revision to the existing standards requires a change in the accounting policy in use. Management evaluates all recently issued or revised accounting standards on a non-going basis.

The Financial Statements comprising Balance Sheet, Statement of Profit and Loss, Statement of Changes in Equity and Cash Flow Statement, together with notes for the year ended March 31, 2024 have been prepared in accordance with Indian Accounting Standards ("Ind AS") as notified.

The Financial Statements of the Company have been prepared and presented in accordance with the Ind AS under the historical cost convention on accrual basis of accounting, except for financial instruments classified as Fair Value through profit or loss or Fair Value through OCI are measured at Fair Value.

Hon’ble High Court of Gujarat had sanctioned the Scheme of Compromise and Arrangement between the Company and Consortium of 16 Banks under section 391 of the Companies Act, 1956 during FY 2004-05. As per the Order, the Company released the payment. Approval from the banks regarding assignment documentation is still awaited.

It may be observed from the Statement of Profit and Loss that:

a) Income during the year is Rs 40.97 lakh towards the interest of Rs 40.75 lakh on Fixed Deposit and dividend income of Rs 0.22 lakh as against income of Rs 28.92 lakh including interest income of Rs 28.78 lakh and tax refund of Rs 0.14 lakh for the previous year. Increase in the interest income was due to increase in the rate of interest on FD.

b) During the year, the Company accounted Rs 7.04 lakh being the market value of December 2023 of 2000 Equity shares of Savita Oil Technologies Ltd. The Company could trace the physical share certificate of the said Company and demated the same after completion of required procedure which necessitated the Company to record such shares in the books of accounts. The Company, therefore, recognized such shares at market value by debiting investment account with corresponding credit to other income. The present value of the shares as on 19.04.2024 is around Rs12.00 lakh.

c) The Company has no source of income other than interest on Bank deposits, dividend, etc. while it has to incur administrative expenses to run the Company. Major expenses include listing fees to stock exchanges, custodian fees to CDSL & NSDL, remuneration to Key Managerial Personnel appointed in accordance with the applicable provisions of the Companies Act, 2013, Legal & professional expenses.

After meeting the expenses, the Company earned a profit of Rs 8.68 lakh during FY 2023-24 against the profit of Rs18.53 lakh for the previous year. The profit for the previous year included Rs25.08 lakh on account of dissolution of GLFL Gratuity Trust Fund and the same was accounted under the head miscellaneous income.

The OCI for the current year is Rs2.88 lakh as against Rs (0.10) lakh for the previous year on account of decrease in the value of investment.

After considering the Comprehensive Income for the year, profit for the year is to the order of Rs 11.56 lakh as against the profit of Rs 18.43 lakh for the previous year.

No Tax provision is required for the year in view of the losses as per Income Tax Act.

d) The expenses for current and previous year are summarized below:

(i) Salary payment to Employees of Rs 12.53 lakh as against Rs 9.08 lakh for the previous year due to revision in salary of employees.

(ii) Professional and Legal expenses of Rs 5.17 lakh as against Rs 5.52 lakh for the previous year.

(iii) Administrative and other expenses mainly includes Listing fees to NSE of Rs 3.54 lakh, BSE of Rs 3.36 lakh and other service charges to CDSL of Rs 0.89 lakh and NSDL of Rs 1.09 lakh total payment of listing and custodian fee is to the order of Rs 8.88 lakh for the current year as against Rs 8.61 lakhs in the previous year. Other expenses also includes expenses towards rate and taxes, Printing, Stationery and postage expenses, sitting fees to Directors etc.

e) Depreciation of Rs 0.11 lakh (Rs 1.19 lakh in the year 2022-23).

f) The cumulative loss reduced to Rs15,759.64 lakh is carried to the Balance Sheet (previous year Rs 15,771.20 lakh). This was due to profit of Rs 11.56 lakh after other compressive income.

The Company has no external debt as at the end of the year.

2. DIVIDEND

In view of accumulated losses, the Board does not recommend any dividend for the year 2023-24.

3. TRANSFER TO RESERVES

During the year under review, the Company has not transferred any sum to reserves.

4. FINANCE

During the year under review, the Company has not made any borrowings from banks or any financial institutions or other parties.

5. SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANY

During the year under review, the Company has no Subsidiary, Joint venture and Associate Company.

6. DIRECTORS AND KEY MANAGERIAL PERSONNEL Directors:

The Board of Directors as on the date of this report comprises of 6 (six) Directors, all of whom are Non-Executive Directors including 3 (three) Independent Directors and 2 (two) Women Directors.

As per the provisions of the Companies Act, 2013, Luna Pal (DIN: 08415379), Director of the Company retires by rotation and being eligible, has offered herself for re-appointment. A brief resume and other relevant details of her are given in the Explanatory Statement to the Notice convening the Annual General Meeting (AGM).

During the year under review, there was no change in the Key Managerial Personnels of the Company.

7. DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declaration from the Independent Directors confirming that they meet the criteria of independence as prescribed under Companies Act, 2013 and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and they have registered their names in the Independent Directors’ Databank. The Independent Directors are in compliance with the Code of Conduct prescribed under Schedule IV of the Companies Act, 2013 and the Code of Business Conduct adopted by the Company.

8. POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION

The Nomination and Remuneration Committee (NRC) has approved following criteria and process for identification/ appointment of Directors which are as under:

Proposed Director ("Person") shall meet all statutory requirements and should:

• possess the highest ethics, integrity and values

• not have direct/ indirect conflict with present or potential business/ operations of the Company • have the balance and maturity of judgment • be willing to devote sufficient time and energy

• have demonstrated high level of leadership and vision and the ability to articulate a clear direction for an organization

• have relevant experience with respect to Company’s business (in exceptional circumstances, specialization/ expertise in unrelated areas may also be considered)

• have appropriate comprehension to understand or be able to acquire that understanding:

o relating to Corporate Functioning

o involved in scale, complexity of business and specific market and environment factors affecting the functioning of the Company.

(i) Board members may (formally or informally) suggest any potential person to the Chairperson of the Company meeting the above criteria. If the Chairperson deems fit, necessary recommendation shall be made by him to the NRC.

(ii) Chairperson of the Company can himself also refer any potential person meeting the above criteria to the NRC.

(iii) The NRC will process the matter and recommend such proposal to the Board.

(iv) The Board will consider such proposal on merit and decide suitably.

The Company has formulated policy relating to the remuneration for the Directors, Key Managerial Personnel and other employees of the Company. The remuneration policy is available on the website of the Company at http://www.gujaratleasefinancing.co.in.

9. EVALUATION OF BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

The Evaluation of Board, its Committees and Individual Directors was carried out as per the process and criteria laid down by the Board of Directors.

One of the Independent Director obtained and consolidated feedback from all Directors. Based on the feedback, the Board expressed satisfaction with the overall functioning of the Board, the Committees and performance of the Directors.

The Board of Directors met 4 (four) times during FY 2023-24 on May 11, 2023, July 20, 2023, October 26, 2023 and January 19, 2024. The gap between two Board Meetings was within the maximum time gap prescribed under the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015. The requisite quorum was present in all the Meetings.

The Board has three committees viz. Audit Committee (AC), Nomination and Remuneration Committee (NRC) and Stakeholders Relationship Committee (SRC). A detailed note on the composition of the Committees and its Meetings are provided in the Corporate Governance Report included in the Annual Report. The Minutes of all the Committee Meetings are reviewed at every Board Meeting.

During the year under review, the Company has complied with the provisions of Secretarial Standard 1 (relating to meetings of the Board of Directors) and Secretarial Standard 2 (relating to General meetings) issued by the Institute of the Company Secretaries of India.

In accordance with the provisions of Section 134(3) of the Companies Act, 2013 in relation to the Financial Statements of the Company for the year ended March 31, 2024, the Board of Directors states that:

a) in preparation of the Financial Statements, the applicable accounting standards have been followed and there are no material departures;

b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on March 31, 2024 and of the profit of the Company for the year ended March 31, 2024;

c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d) the Financial Statements have been prepared on Non going concern basis;

e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and;

f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

The Members of the Company at 39 AGM held on June 29, 2022 had considered appointment of M/s. G.K. Choksi & Co. Chartered Accountants (FRN: 101895W), Ahmedabad, as Statutory Auditors of the Company to hold office from the close of 39 AGM till the conclusion of 44 AGM.

The Auditors’ report for FY 2023-24 forms part of this Annual Report and does not contain any qualification, reservation or adverse remark.

Pursuant to the provisions of Section 138 of the Companies Act, 2013, the Board of Directors of the Company had appointed M/s. JMT & Co., Chartered Accountants (FRN: 126286W), Ahmedabad, as Internal Auditors of the Company for the FY 2023-24.

Pursuant to Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration Personnel) Rules, 2014, the Board of Directors had appointed M/s. RPAP & Co., Practicing Company Secretaries, Ahmedabad, as Secretarial Auditors of the Company for FY 2023-24. The Secretarial Audit Report for FY 2023-24 is annexed herewith as Annexure-A.

There are no adverse observations in the Secretarial Audit Report which call for explanation.

The Company was not required to maintain cost records and appoint Cost Auditor as specified by the Central Government under Section 148(1) of the Companies Act, 2013.

The Company has in place adequate internal financial controls with reference to Financial Statements. The Statutory Auditors of the Company have audited such controls with reference to Financial Reporting and their Audit Report is annexed as Annexure B to the Independent Auditor’s Report under Financial Statements which forms part of the Annual Report.

In compliance with Regulation 34 read with Schedule V of the SEBI (LODR) Regulations, 2015, the Corporate Governance Report together with the Certificate from the Auditors of the Company regarding compliance of conditions of Corporate Governance is annexed herewith as Annexure-B.

Management Discussion and Analysis Report is annexed herewith as Annexure-C.

The Company has established the vigil mechanism through Whistle Blower Policy for all the stakeholders of the Company, which also provides for direct access to the Chairperson of the Audit Committee in appropriate or exceptional cases as per the Policy.

The Company recognizes that risk is an integral part of business and is committed to managing the risks in proactive and efficient manner. The Company periodically assesses risk in the internal and external environment, along with the cost of treating risks and incorporates risk treatment plans in its strategy, business and operational plans.

The Company has adopted a Risk Management Policy for a systematic approach to control risks. The Risk Management Policy of the Company lays down procedures for risk identification, evaluation, monitoring, review and reporting. The Risk Management Policy has been developed and approved by the Senior Management in accordance with the business strategy.

Management Discussion and Analysis Report of the Annual Report identifies key risks which can affect the performance of the Company.

All the related party transactions are entered on arm’s length basis, in the ordinary course of business and are in compliance with the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel etc. which may have potential conflict with the interest of the Company at large or which warrants the approval of the Member. Accordingly, no transactions are being reported in Form AOC-2 in terms of Section 134 of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014.

However, the details of the transactions with Related Parties are provided in the Company’s Financial Statements in accordance with the Accounting Standards.

The details in terms of Section 197 (12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended from time to time, are forming part of this Report as Annexure–D.

During the year under review, the Company had no women employee. It was not required to constitute Internal Complaints Committee as per the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013.

In terms of Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company is available on the website of the Company http://www.gujaratleasefinancing.co.in.

The Company discontinued its business operations since FY 1999-2000. Therefore, there are no reportable details relating to conservation of energy or technology absorption. There were no foreign exchange earnings or outgo during the year under review.

During the year under review, the Company has not given loans, made investments, provided guarantees or security to any entity under Section 186 of the Companies Act, 2013.

The Company does not fall under the criteria as mentioned in the provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibilities) Rules, 2014. Therefore, the Company was not required to formulate Corporate Social Responsibility (CSR) Policy and constitute CSR Committee and consequently the Company had not spend any amount on CSR activities.

• During the year under review, the Company has neither accepted nor renewed any fixed deposits.

• During the year under review, there are no changes in the nature of business.

• There are no material changes and commitments, affecting the financial position of the Company which has occurred between end of the Financial Year of the Company i.e. March 31, 2024 and the date of this Report.

• No significant and material orders were passed by the regulators or courts or tribunals impacting the going concern status and your Company’s operation in future.

• During the year the Company has prepared the account on Non-Going Concern Basis.

Your Directors are grateful to GIIC Limited, the Government of Gujarat and Torrent Group for their continued guidance and support to the Company. The Directors are pleased to place on record their appreciation for the excellent support extended by the Banks. The Board is thankful to the Members and Employees for their unstinted support and contribution.