To The Members, GOLD LINE INTERNATIONAL FINVEST LIMITED
Your Directors have pleasure in presenting before you the 30th Annual Report of the
Company together with the Audited Statements of Accounts for the year ended 31st March,
2022.
|
|
(Amt in Rs.) |
FINANCIAL RESULTS |
|
|
S. No. Particularsr |
2021-22 |
2020-21 |
1. Total Income/Loss |
13,219,619.00 |
7,276,972.00 |
2. Less: Total Expenses |
11,145,299.00 |
6,819,899.00 |
3. Profit Before Tax |
2,074,320.00 |
4,57,073.00 |
4. Current Tax |
(297,309.00) |
(55,051.00) |
5. Profit/Loss after Tax |
1,777,011.00 |
5,12,124.00 |
FINANCIALPERFORMANCE
During the year under review, the Company's income is Rs. 13,219,619.00/- as
against income of Rs. 7,276,972.00/- in 2020-21. Profit after taxation for the
financial year ended on 31st March, 2022is Rs. 1,777,011.00/- as against the profit
of Rs. 5,12,124.00/- in the previous year.
RESERVE ANDSURPLUS
Current year profit of Rs. 1,777,011.00/- is being transferred to the reserve and
surplus.
DIVIDEND
To plough back the profits in to the business activities, no dividend is recommended
for the financial year 2021-22.
STATE OF COMPANYAFFAIRS:
The Company is complying with all the applicable laws and provisions and there is no
adverse action against the business operations of the Company.
CHANGE IN THE SHARE CAPITALSTRUCTURE
There has been no change in the Capital Structure of the company during the financial
year under review.
CHANGE IN THE NATURE OFBUSINESS
During the year, the Company has not changed its nature of business.
MANAGEMENT DISCUSSION AND ANALYSISREPORT
As required under Regulation 15 of SEBI (Listing Obligation and Disclosure
Requirements) Regulations, 2015 with, the Management Discussion and Analysis Report is
presented in the separate section and forms an integral part of the Directors Report and
attached as Annexure I.
MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF
THECOMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THECOMPANY TO
WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT
There have been no material changes and commitments which can affect the financial
position of the Company occurred between the end of the financial year of the Company and
date of this report.
DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TOTHE
FINANCIAL STATEMENTS
The Company maintains appropriate systems of internal control, including monitoring
procedures, to ensure that all assets are safeguarded against loss from unauthorized use
or disposition. Company policies, guidelines and procedures provide for adequate checks
and balances and are meant to ensure that all transactions are authorized, recorded and
reported correctly.
RISK MANAGEMENTPOLICY
Therefore, in accordance with the provisions of the Companies Act, 2013, the Board
members were informed about risk assessment and minimization procedures after which the
Board formally adopted steps for framing, implementing and monitoring the risk management
plan for the company.
The main objective of this policy is to ensure sustainable business growth with
stability and to promote a pro- active approach in reporting, evaluating and resolving
risks associated with the business. In order to achieve the key objective, the policy
establishes a structured and disciplined approach to Risk Management, in order to guide
decisions on risk related issues.
In today's challenging and competitive environment, strategies for mitigating inherent
risks in accomplishing the growth plans of the Company are imperative. The common risks
inter alia are: Regulations, competition, Business risk, Technology obsolescence,
Investments, retention of talent and expansion of facilities. Business risk, inter-alia,
further includes financial risk, political risk, fidelity risk, legal risk. As a matter of
policy, these risks are assessed and steps as appropriate are taken to mitigate the same.
DEPOSITS
The Company has not accepted deposit from the public falling within the ambit of
Section 73 of the Companies Act, 2013 and The Companies (Acceptance of Deposits) Rules,
2014. No amount of principal or interest was outstanding as on the date of Balance Sheet.
NAME OF THE COMPANIES WHICH HAVE BEEN BECOME OR CEASED TO BE ITS SUBSIDIARIES
ANDASSOCIATE COMPANIES DURING THE YEAR
Since the Company has no subsidiaries as on 31st March, 2022, provision of section 129
of the Companies Act, 2013 is not applicable.
PARTICULARS OF EMPLOYEES AND OTHERDISCLOSURE
The prescribed particulars of Employees required under Section 197(12) of the Companies
Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 is given herein below:
The information required pursuant to Section 197(12) read with Rule 5(2) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of
Employees of the Company, will be provided on request. In terms of Section 136 of the Act,
the reports and accounts are being sent to the members and others entitled thereto,
excluding the information on employees particulars mentioned in rule 5(2) of the said rule
which is available for inspection by the Members at the Registered Office of the Company
during the business hours on working days of the Company up to the date of ensuing Annual
General Meeting. If any Member is interest in inspecting the same, such Member may write
to the Compliance officer in advance.
DETAILS PERTAINING TO REMUNERATION AS REQUIRED UNDER SECTION 197(12) OF THE COMPANIES
ACT, 2013 READWITH RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL
PERSONNEL) RULES, 2014
Sr. Name of Director/KMP No. and Designation |
Remuneratio n of Director/ KMP for FY 2021-22(In Rs.) |
% increase in Remuneration in FY 2021- 22**(In Rs.) |
Ratio of Remuneration of Director to Median Remuneration of employees |
Ratio of Remuneration of Director to Median Remuneration of Employees |
1. N.A |
N.A |
N.A. |
N.A. |
N.A. |
The number of permanent employees as on 31st March 2022 was 1.
Average of remuneration of employees excluding KMPs Nil
No employee's remuneration for the year 2021-22 exceeded the remuneration of any of the
Directors.
Company's performance has been provided in the Directors' Report which forms part of
the Board Report.
The remuneration of Directors, KMPs and other employees is in accordance with the
Remuneration Policy of the Company.
STATEMENT CONTAINING THE PARTICULARS OF EMPLOYEES IN ACCORDANCE WITH SECTION197 OF THE
COMPANIES ACT, 2013 READ WITH RULE 5 OF THE COMPANIES (APPOINTMENT ANDREMUNERATION OF
MANAGERIAL PERSONNEL) RULES, 2014 AND FORMING PART OF DIRECTORS'REPORT FOR THE FINANCIAL
YEAR ENDED MARCH 31, 2022 NOTAPPLICABLE
STATUTORYAUDITORS
The Board recommends for the appointment of M/s. Nishant Alok & Co., Chartered
Accountants (FRN 029014N) as the statutory auditor of the company from the conclusion of
this Annual General Meeting till the Conclusion of 35th Annual General Meeting of the
Company and to fix their remunerationas required under Section 139 of the Companies Act,
2013, to the effect that their re-appointment if made, will be within the limits as
prescribed under the provisions thereof. Your Directors recommend their re-appointment as
the Statutory Auditors of the Company.
AUDITORS' REPORT The Board has duly examined the Statutory Auditor Report to the
Accounts, which is self-explanatory. Clarifications, wherever necessary have been included
in the Notes to accounts section of the financial statements of this Annual Report. The
Report does not contain any qualification or adverse remark.
CHANGE OF REGISTERED OFFICE
During the period, the company has changed its registered office from 204, 2nd Floor,
Plot No-09, Sikka Complex, Community Centre, Preet Vihar Delhi-110092 to Office No. 203,
MB-156 2nd Floor, Opp Madhuban Park Delhi - 110092 w.e.f 13.01.2022.
CORPORATE GOVERNANCE REPORT
In terms of the provisions of Regulation 15 of SEBI (Listing obligation and Disclosure
Requirement) Regulations, 2015 and Listing Agreement of the company with Stock exchange
the Report on Corporate Governance is attached to the report as an Annexure II.
The Certificate from the Mr. Sumit Bajaj, Practicing Company Secretary, confirming the
compliance with the conditions of Corporate Governance as stipulated under Regulation 15
of SEBI (Listing obligation and Disclosure Requirement) Regulations, 2015 is attached to
this report.
EXTRACT OF THE ANNUAL RETURN
The extract of the annual return in form no. MGT 9 has been annexed to the Report, as Annexure-III.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The particulars as required under the provisions of Section 314(3)(m) of the Companies
Act, 2013 read with Rule 8(3) of The Companies (Accounts) Rules, 2014 in respect of
Conservation of Energy and Technology Absorption have not been furnished considering the
nature of activities undertaken by the Company during the year under review.
There was no foreign exchange earning & outgo during the financial year under
review.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
During the year under review, the Company is not required to comply with the provisions
related to Corporate Social Responsibility on the basis of its financial statement.
DIRECTORS & COMMITTEES:
a) Changes in Directors and Key Managerial Personnel
Mr. Promod Panda has resigned from the directorship of the company w.e.f 21.07.2022.
Further Mr. Promod Panda has been appointed as the additional director of the company
w.e.f 26.07.2022 and appointed as the whole time director of the company w.e.f 26.07.2022
subject to the ratification by the shareholders at the general meeting of the company.
During the year under review, there was no change in the composition of Board of Directors
during the financial year. b) Declaration by an Independent Director(s) and re-
appointment, if any
All Independent Directors have given declaration that they meet the criteria of
independence as laid down under Section 149(6) of the Companies Act, and Listing
Agreement. c) Formal Annual Evaluation of Board
Pursuant to the provisions of companies Act, 2013, the Board has carried out annual
performance evaluation of its own performance, the directors individually as well the
evaluation of the working of its Audit, Nomination & Remuneration and Stakeholder
committee. The manner in which the evaluation has been carried out has been explained in
Corporate Governance Report.
NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS
a. BOARD MEETINGS
During the year 10 (Ten) Board Meetings were convened and held. The details of which
are given below. The intervening gap between the Meetings was within the period prescribed
under the Companies Act, 2013.
S. No. |
Date of meeting |
Total No. of Directors on the Date of Meeting |
No. of Directors attended |
1. |
15.04.2021 |
4 |
4 |
2. |
30.06.2021 |
4 |
4 |
3. |
14.08.2021 |
4 |
4 |
4. |
06.09.2021 |
4 |
4 |
5. |
20.09.2021 |
4 |
4 |
6. |
15.11.2021 |
4 |
3 |
7. |
13.01.2022 |
4 |
3 |
8. |
01.02.2022 |
4 |
3 |
9. |
14.02.2022 |
4 |
3 |
10. |
28-03-2022 |
4 |
3 |
COMPOSITION AND MEETINGS OF AUDIT COMMITTEE
The Composition and terms of reference of the Committee satisfy the requirements
Section 177 of the Companies Act, 2013. Audit Committee met during the financial year
2021-22 on 15.04.2021, 30.06.2021, 14.08.2021, 15.11.2021 and 14.02.2022 and following is
the composition:
Name of Member |
Designation |
Category |
Mr. Ashish Kumar |
Chairperson |
Non Executive and Independent Director |
Mr. Arun Kumar Das |
Member |
Non Executive and Independent Director |
Ms. Nidhi Kachhap |
Member |
Non Executive and Non-Independent Director |
COMPOSITION AND MEETINGS OF STAKEHOLDERS RELATIONSHIP COMMITTEE
The Composition and terms of reference of the Committee satisfy the requirements
Section 178 of the Companies Act, 2013. Stakeholder Relationship Committee met during the
financial year 2021-22 on 15.04.2021, 30.06.2021, 14.08.2021, 15.11.2021 and 14.02.2022
and following is the composition:
Name of Member |
Designation |
Category |
Mr. Ashish Kumar |
Chairperson |
Non Executive and Independent Director |
Mr. Arun Kumar Das |
Member |
Non Executive and Independent Director |
Ms. Nidhi Kachhap |
Member |
Non Executive and Non-Independent Director |
NOMINATION & REMUNERATION COMMITTEE The Company has duly constituted Nomination
and Remuneration Committee to align with the requirements of Section 178 prescribed under
the provisions of the Companies Act, 2013.
During the financial year 2021-22, the details of the meeting of the Nomination and
Remuneration Committee were held on15.04.2021, 30.06.2021, 14.08.2021, 15.11.2021 and
14.02.2022. The Composition of the committee is given below
Name of Member |
Designation |
Category |
Mr. Ashish Kumar |
Chairperson |
Non Executive and Independent Director |
Mr. Arun Kumar Das |
Member |
Non Executive and Independent Director |
Ms. Nidhi Kachhap |
Member |
Non Executive and Non-Independent Director |
DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES
During the year, as per Section 177(9) read with Rule 7(1) of The Companies (Meeting of
Board and its Powers) Rules, 2014, Company is required to establish a Vigil Mechanism for
its Directors and employees. In order to ensure that the activities of the Company and its
employees are conducted in a fair and transparent manner by adoption of highest standards
of professionalism, honesty, integrity and ethical behavior the company has adopted a
vigil mechanism policy. This policy is explained in corporate governance report and also
posted on the website of company
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186
During the year, Company has provided Loans, Guarantees and Investments covered under
the provisions of Section 186 of the Companies Act, 2013, details of the same has been
provided in the financial statement of the company.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
The Company has no material significant transactions with its related parties which may
have a potential conflict with the interest of the Company at large. The details of
transactions with the Company and related parties are given for information under notes to
Accounts.
INFORMATION UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
AND REDRESSAL) ACT, 2013
In order to prevent sexual harassment of women at workplace; the provisions of Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 are
effective in the Company. Under the said Act every company is required to set up an
Internal Complaints Committee to look into complaints relating to sexual harassment at
workplace of any women employee. There was no complaint on sexual harassment during the
year under review.
MANAGERIAL REMUNERATION POLICY
The Provisions relating to Managerial Remuneration as per Section 197 read with Rule 5
of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 The
Board have on the recommendation of the Nomination & Remuneration Committee framed a
Policy for Selection and appointment of Directors, Senior management and their
Remuneration. The Remuneration Policy is stated in the Corporate Governance Report.
SECRETARIAL AUDIT REPORT
Provisions relating to Secretarial Audit as per Section 204 read with Rule 9 of The
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company
has appointed Mr. Sumit Bajaj, Proprietor of Sumit Bajaj & Associates, Company
Secretaries to undertake the Secretarial audit of the Company. The Secretarial Auditor
Report provided By the Secretarial Auditor in Form No.MR-3 has been enclosed as Annexure
IV.
With reference to the qualifications, we wish to explain that the company is looking
for the suitable candidate for the post of Company Secretary. As far as concerned with
late intimations and late filing that will be taken care in the future. The Company will
take care all these mistakes in future.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE
No significant and material orders have been passed by the regulators or courts or
tribunals, impacting the going concern status and company's operations in future.
AUDIT OBSERVATIONS
Statutory Auditors' observations are suitably explained in notes to the Accounts and
are self-explanatory. There are no employees as on date on the rolls of the Company who
are in receipt of Remuneration which requires disclosures under Section 134 of the
Companies Act, 2013 and Companies (Particulars of Employees)
HUMAN RESOURCES
During the year under review, relationship with the employees is cordial.
DIRECTORS' RESPONSIBILITY STATEMENT
The Directors' Responsibility Statement referred to in clause (c) of sub-section (3) of
Section 134 of the Companies Act, 2013, shall state that - (a) In the preparation of the
annual accounts, the applicable accounting standards had been followed along with proper
explanation relating to material departures; (b) the directors had selected such
accounting policies and applied them consistently and made judgments and estimates that
are reasonable and prudent so as to give a true and fair view of the state of affairs of
the company at the end of the financial year and of the profit and loss of the company for
that period; (c) The directors had taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of this Act for safeguarding
the assets of the company and for preventing and detecting fraud and other irregularities;
(d) The directors had prepared the annual accounts on a going concern basis; and (e) The
directors, in the case of a listed company, had laid down internal financial controls to
be followed by the company and that such internal financial controls are adequate and were
operating effectively. NOT APPLICABLE
(f) The directors had devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems were adequate and operating effectively.
ACKNOWLEDGEMENT
Directors take this opportunity to express their thanks to various departments of the
Central and State Government, Bankers, Material Suppliers, Customers and Shareholders for
their continued support and guidance. The Directors wish to place on record their
appreciation for the dedicated efforts put in by the employees of the Company at all
levels.
|
By Order of the Board of Directors |
|
|
GOLD LINE INTERNATIONAL FINVEST LIMITED |
|
|
Sd/- |
Sd/- |
Place: New Delhi |
Arun Kuma Das |
Ashish Kumar |
Date: 03/09/2022 |
Director |
Director |
|
DIN: 07560982 |
DIN: 07100211 |