Dear Stakeholders,
Your Directors are pleased to present their 31st Annual Report on the business and
operations of your Company along with the audited Financial Statements for the Financial
Year ended March 31, 2025.
1. FINANCIAL RESULTS:
The Financial highlights for the year ended March 31, 2025 are summarized below:
(Rs. in Lacs)
| PARTICULARS |
2024-2025 |
2023-2024 |
| Revenue from Operations |
2,540.70 |
2,323.15 |
| Other Income |
3.89 |
0.35 |
| Total Revenue |
2,544.59 |
2,323.50 |
| Profit before Depreciation & Tax (PBDT) |
1,018.45 |
943.07 |
| Less: Depreciation |
635.31 |
610.78 |
| Profit before Taxation |
383.14 |
332.29 |
| Less: Current Tax |
201.64 |
200.91 |
| Less/(Add): Deferred Tax |
(50.02) |
(61.00) |
| Less/(Add): Earlier years adjustments |
- |
(1.70) |
| Net Profit after Tax |
231.53 |
194.08 |
| Other Comprehensive Income |
602.16 |
935.10 |
| Total Comprehensive Income |
833.69 |
1,129.17 |
2. OPERATIONS
During the year under review, your Company has profit after tax of ` 231.53 lacs as
against profit after tax of ` 194.08 lacs during the previous year. During the year under
review, the company has undertaken following business activities:
1. Investment in Private and Public Market 2. Assets leasing 3. Revenue Based Funding
3. SHARE CAPITAL
As at March 31, 2025, the Authorized Share Capital of the Company is ` 3,50,00,000
divided into 31,00,000 equity shares of `10/- each and 40,000 Preference Shares of ` 100/
- each.
The paid-up Equity Share Capital as on 31st March, 2025 is ` 2,27,52,000 divided into
22,75,200 equity shares of `10/- each.
4. DIVIDEND
Due to conservation of resources for future expansion your directors have not
recommended any dividend on the Equity Shares for the financial year under review.
Pursuant to Regulation 43A of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing
Regulations"), top one thousand listed entities based on market capitalization shall
formulate a dividend distribution policy. The Company is outside the purview of top one
thousand listed entities. In view of this formulation of a dividend distribution policy is
not applicable to the Company.
5. CHANGES IN THE NATURE OF BUSINESS
The Company did not undergo any change in the nature of its business during the fiscal
2025.
6. TRANSFER TO RESERVES
During the year under review your Company has transferred ` 46.31 lacs to the Statutory
Reserve fund as required pursuant to Section 45-IC of the RBI Act, 1934.
During the year under review the Board of Directors of your Company has decided not to
transfer any amount to General reserves and have decided to transfer ` 231.53 lacs to
retained earnings for the FY 2024-25.
During the year under review the realized gain of ` 411.01 Lakhs on FVTOCI Investments
have been transferred to retained earnings.
The closing balance of retained earnings of the Company as at 31st March, 2025, after
all appropriation and adjustments, was ` 2,875.44 lacs.
7. DIRECTORS AND KEY MANAGERIAL PERSONNEL:
Mr. Narendra Laxman Arora (DIN: 03586182) was appointed as a Whole-time Director of the
Company at the Annual General Meeting held on September 25, 2020, for a tenure of five
years, effective from July 1, 2020, to June 30, 2025. He is eligible for re-appointment.
Based on the performance evaluation and the recommendation of the Nomination and
Remuneration Committee ("NRC"), the Board of Directors, at its meeting held on
May 15, 2025, approved the re-appointment of Mr. Arora as a Whole-time Director for a
further period of three consecutive years, from July 1, 2025, to June 30, 2028, subject to
the approval of the Members by way of a special resolution.
The profile of Mr. Narendra Laxman Arora, including his experience, attributes, skills,
and details of other directorships and committee memberships, is provided in the annexure
to the Notice of the Annual General Meeting.
During the year under review, the Non-Executive Directors of the Company had no
pecuniary relationship or transactions with the Company, other than sitting fees and
reimbursement of expenses incurred by them for the purpose of attending meetings of the
Board/ Committee(s) of the Company.
8. RETIREMENT BY ROTATION
Section 152 of the Act provides that unless the Articles of Association provide for
retirement of all directors at every AGM, not less than two-third of the total number of
directors of a public company (excluding the Independent Directors) shall be persons whose
period of office is liable to determination by retirement of directors by rotation, of
which one-third are liable to retire by rotation. Accordingly, Mr. Narendra Karnavat (DIN:
00027130) is retiring by rotation at the ensuing Annual General Meeting and being
eligible, has offered himself for re-appointment.
9. 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
‘C'.
10. BOARD & COMMITTEE MEETINGS
a) Board Meetings
During the financial year 2024-25, Four (4) Board Meetings were held. The Corporate
Governance Report, which is part of this report, contains the details of the meetings of
the Board.
b) Committees
Pursuant to Section 177 and 178 of the Companies Act, 2013 and the rules made
thereunder and in accordance with SEBI Listing Regulations, the Board of Directors has
constituted three Committees, namely Audit Committee, Nomination and Remuneration
Committee and Stakeholders' Relationship Committee.
All details pertaining to the composition of the Board and its committees are provided
in the Corporate Governance Report, which is a part of this report.
11. BOARD EVALUATION
The Board evaluated the effectiveness of its functioning of the Committees and of
individual Directors, pursuant to the provisions of the Companies Act, 2013 and the SEBI
Listing Regulations.
The Board sought the feedback of Directors on various parameters including:
• Degree of fulfilment of key responsibilities towards stakeholders (by way of
monitoring corporate governance practices, participation in the long-term strategic
planning, etc.);
• Structure, composition and role clarity of the Board and Committees;
• Extent of co-ordination and cohesiveness between the Board and its Committees;
• Effectiveness of the deliberations and process management;
• Board/Committee culture and dynamics; and
• Quality of relationship between Board Members and the Management.
The above criteria are broadly based on the Master Circular issued by the Securities
and Exchange Board of India on November 11, 2024.
In a separate meeting of independent directors, performance of non-independent
directors, the Board as a whole and Chairman of the Company was evaluated, taking into
account the views of executive directors and non-executive directors.
The Board and the Nomination and Remuneration Committee reviewed the performance of
individual directors on the basis of criteria such as the contribution of the individual
directors to the board and committee meetings like preparedness on the issues to be
discussed, meaningful and constructive contribution and inputs in meetings, etc.
12. DECLARATION BY AN INDEPENDENT DIRECTOR(S)
The Company has received the necessary declaration from each Independent Director in
accordance with Section 149(7) of the Companies Act, 2013 read with Regulation 25(8) of
the SEBI Listing Regulations, that he/she meets the criteria of independence as laid out
in Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI Listing
Regulations.
In the opinion of the Board, there has been no change in the circumstances which may
affect their status as Independent Directors of the Company and the Board is satisfied of
the integrity, expertise, and experience (including proficiency in terms of Section 150(1)
of the Companies Act, 2013 and applicable rules thereunder) of all Independent Directors
on the Board. Further, in terms of Section 150 of the Companies Act, 2013 read with Rule 6
of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended,
Independent Directors of the Company have included their names in the data bank of
Independent Directors maintained with the Indian Institute of Corporate Affairs of
Company.
13. KEY MANAGERIAL PERSONNEL
In terms of Section 203 of the Companies Act, 2013, the Key Managerial Personnel of the
Company are Mr. Vaibhav Karnavat, Wholetime Director Mr. Narendra Arora, Wholetime
Director Ms. Ranjana Auti, Chief Financial Officer Mr. Chirag Bhuptani, Company Secretary
and Compliance Officer.
During the year under review, there has been no change in the Key Managerial Personnel
of the Company.
14. 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.in.
15. 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 B".
16. AUDITORS
i) STATUTORY AUDITORS:
M/s. JMT & Associates, Chartered Accountants (Firm Registration No. 104167W), were
appointed as Auditors of the Company for a term of 5 (five) consecutive years i.e. up to
AGM to be held in the year 2026, at the AGM held on September 15, 2021. The Auditors have
confirmed that they are not disqualified from continuing as Auditors of the Company.
Auditors' Report:
There are no qualifications, reservations or adverse remarks made by Statutory
Auditors, in their report. The Auditors have not reported any frauds.
ii) SECRETARIAL AUDITOR/ AUDIT REPORT:
Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (as amended),
the Board appointed Mr. Shiv Hari Jalan, Practicing Company Secretary (FCS No. 5703 C.P.
No. 4226) to undertake the Secretarial Audit of the Company for the financial year 2024-25
("FY25"). The Secretarial Audit Report for the FY25 is annexed as "Annexure
A" and forms an integral part of this Report. The Secretarial Audit Report for
the year ended March 31, 2025 does not contain any qualification, reservation or adverse
remark.
Pursuant to the provisions of Regulation 24A of the SEBI Listing Regulations (as
amended), the aforesaid provisions of the Companies Act, 2013 and based on the
recommendations of the Audit Committee and subject to the approval of the members of the
Company, the Board has appointed Mr. Shiv Hari Jalan, Proprietor of Shiv Hari Jalan &
Co., Company Secretary in practice (FCS No. 5703; C.P. No. 4226) as the Secretarial
Auditor of the Company for a term of 5 (Five) consecutive years to hold office from the
conclusion of ensuing AGM till the conclusion of 36th AGM to be held for the financial
year 2029-30 i.e. to conduct the Secretarial Audit from the financial year 2025-26 to the
financial year 2029-30.
Brief profile of the said proposed Secretarial Auditor is separately provided in the
Notice of ensuing AGM. Mr. Shiv Hari Jalan has given his consent to act as the Secretarial
Auditor of the Company and confirmed that: (i) the aforesaid appointment, if made, would
be within the prescribed limits under the Act & Rules made thereunder and SEBI Listing
Regulations; and (ii) he is not disqualified to be appointed as the Secretarial Auditor in
terms of provisions of the Act, Rules made thereunder and SEBI Listing Regulations.
iii) COST AUDITOR:
Appointment of cost auditors is not applicable to company.
17. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
M/s. M. R. Sharma & Co., Chartered Accountants, Mumbai is appointed as the Internal
Auditors of the company for the Financial Year 2024-25.
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.
18. VIGIL MECHANISM AND REPORTING OF FRAUDS
The Company has established a vigil mechanism and oversees through the Audit Committee,
the genuine concerns expressed by the employees and other Directors. The Company has also
provided adequate safeguards against victimization of Employees and Directors who express
their concerns. The Company has also provided direct access to the Chairman of the Audit
Committee on reporting issues concerning the interests of Company's employees and the
Company. The Vigil Mechanism Policy is available on Company's website https://
www.glancefinance.in.
19. 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.
20. EXTRACT OF ANNUAL RETURN
Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return of
the Company as on March 31, 2025 is available on the website of the Company at https://
www.glancefinance.in.
21. 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.
22. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
The particulars of loans given and investments made as at 31.03.2025 have been
disclosed in the financial statements. There are no guarantees given by the Company as at
31.03.2025.
23. RELATED PARTY TRANSACTIONS
In line with the requirements of the Companies Act, 2013 and the SEBI Listing
Regulations, the Company has formulated a Policy on Related Party Transactions. The Policy
can be accessed on the Company's website at https://www.glancefinance.in/investor.
All contracts / arrangements / transactions entered by the Company during the financial
year with related parties were in the ordinary course of business and on an arm's length
basis. These transactions with related parties during the financial year 2024-25 were not
material within the meaning and scope of Section 188 of Companies Act, 2013. Materiality
w.r.t Transactions with Related Parties: The Transactions with Related Parties, if any are
identified as material based on policy of materiality defined by Board of Directors. Any
transaction which is likely to exceed/ exceeds 10% of previous year's Turnover of the
Company during the current financial year is considered as Material by the Board of
Directors. 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.
24. CORPORATE GOVERNANCE
The Company has complied with the requirements of Corporate Governance as stipulated
under the SEBI Listing Regulations, and accordingly, the Corporate Governance Report and
the requisite Certificate from M/s Shivhari Jalan & Co., the Secretarial Auditor of
the Company, regarding compliance with the conditions of Corporate Governance forms a part
of this Report. Corporate Governance report is attached herewith as "Annexure
D" to the Board's Report.
25. 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.
6. No Significant orders have been passed by the Regulators, Courts, Tribunals
impacting going concern status and status of company's operations in future.
7. During the year under review there are no shares in the demat suspense account or
unclaimed suspense account of the Company.
8. There are no details to be disclosed under Section 134(3)(ca) of the Companies Act,
2013 as there has been no such fraud reported by the Auditors under Section 143(12) of the
Companies Act, 2013.
9. During the year under review, there were no instance of one-time settlement with
banks or financial institutions and hence the differences in valuation as enumerated under
Rule 8(5)(xii) of Companies (Accounts) Rules, 2014, as amended, do not arise
10. During the Financial year no application has been made and no proceeding is pending
under the Insolvency and Bankruptcy Code, 2016.
26. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMAN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 AND MATERNITY BENEFIT ACT, 1961
The Company has in place a policy for prevention of Sexual Harassment at the Workplace
in line with the requirements of Sexual Harassment of Women at the Workplace (Prevention,
Prohibition and Redressal) Act, 2013. The Company is not required to constitute committee.
Disclosures in relation to the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013:
| Sr. No. Particulars |
Number |
| 1. Number of Complaints filed during the financial year |
NIL |
| 2. Number of Complaints disposed of during the financial year |
NIL |
| 3. Number of Complaints pending for more than ninety days |
NIL |
Disclosures in relation to Maternity Benefit Act, 1961:
During the year under review, there were no employees eligible to avail benefits under
the Maternity Benefit Act, 1961. However, the Company remains fully compliant with the
provisions of the Act and is committed to ensuring adherence to all applicable laws and
regulations.
27. (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.
28. 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.
29. 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, 2025, 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, 2025 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, 2025 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.
30. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT:
Pursuant to Regulation 34 of the SEBI Listing Regulations, top one thousand listed
entities based on market capitalization shall provide Business Responsibility and
Sustainability Report. The Company is outside the purview of top one thousand listed
entities. In view of this Business Responsibility and Sustainability Report is not
applicable.
31. 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. The
details of familiarization program is available on the website of the Company at https://
www.glancefinance.in/Investor.
32. CODE OF CONDUCT FOR PROHIBITION OF INSIDER TRADING:
Your Company has in place a Code of Conduct for Prohibition of Insider, which lays down
the process for trading in securities of the Company by the Designated Persons and to
regulate, monitor and report trading by the employees of the Company either on his/her own
behalf or on behalf of any other person, on the basis of Unpublished Price Sensitive
Information. The aforementioned amended Code, as amended, is available on the website of
the Company.
33. MAINTENANCE OF COST RECORDS:
Maintenance of cost records as specified by the Central Government under sub-section
(1) of section 148 of the Companies Act, 2013, is not applicable and not required by the
Company.
34. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND:
Pursuant to the provisions of Section 124 of the Companies Act, 2013 read with the
Investors Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund)
Rules, 2016 and all the applicable amendments and re-enactments made thereunder, all
shares in respect of which dividend has not been paid or claimed for seven consecutive
years or more shall be transferred by the company in the name of Investor Education and
Protection Fund. During the year under review, the Company was not required to transfer
any unpaid dividend to Investor Education and Protection Fund and Equity Shares to the
demat account of Investor Education and Protection Fund (IEPF).
Details of Nodal Officer are displayed on the Company's website at:
https://glancefinance.in/investors/
35. SUBSIDIARIES/ ASSOCIATES/JOINT VENTURES
The Company has no subsidiary/Joint ventures/Associate Companies as per the provisions
of Companies Act, 2013.
36. LISTING WITH STOCK EXCHANGES:
The Company confirms that it has paid the Annual Listing Fees for the year 2025-26 to
BSE Ltd where the Company's Shares are listed.
37. 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.
38. STATEMENT ON COMPLIANCES OF SECRETARIAL STANDARDS:
The Company has in place proper systems to ensure compliance with the provisions of the
applicable secretarial standards issued by The Institute of the Company Secretaries of
India and such systems are adequate and operating effectively.
39. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:
There were no orders passed by any Regulator or Court during the year.
40. DISCLOSURE AS REQUIRED UNDER CLAUSE 5A TO PARA A OF PART A OF
SCHEDULE III OF SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS,
2015:
The Company or the shareholders, promoters, promoter group entities, related parties,
directors, key managerial personnel, employees of the listed entity or of its holding,
subsidiary or associate company has not entered into agreements among themselves or with a
third party, or solely or jointly, which, either directly or indirectly or potentially or
whose purpose and effect is to, impact the management or control of the Company or impose
any restriction or create any liability upon the Company.
41. 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 |
Narendra Arora |
| Director |
Wholetime Director |
| (DIN: 00027130) |
(DIN: 03586182) |
| Place: Mumbai. |
|
| Date: 07.08.2025 |
|
