Directors Report of Global Infratech & Finance Ltd.

Mar 31, 2016

Dear Members,

We are pleased to present the report on our business and operations for the year ^31st March , 2016.

1. Results of our Operations:

The Company’s financial performance for the year ended31^st March, 2016 is summarized below.

Rs. in Lacs

Particulars	FY 2015-2016	FY 2014-2015
Revenue from Operations	140112	3819.64
Other Operating Income	-	16.55
Other Income	132	-
Total Income	1,402.44	3836.19
Total Expenses	1,391.86	3725.14
Profit Before Tax & Extraordinary Items	10.57	111.05
Tax Expense:
-Current Tax	8.56	35.25
-Deferred Tax Liability/(Assets)	0.48	0.17
Net Profit for the Year	1.53	75.63

a. Review of operations and affairs of the Company:

During the year under review, the Company has earned a Profit be forest, Depreciation & Tax of Rs. 22.54 lacs as compared to previous year Rs. 130.55 lacs. The net profit for the year under review has been Rs 531 lacs as compared to the previous year net profit Rs. 75.63 lacs. The Company is into the Business of providing financial assistance, as a part of treasury operation to corporate Houses and HNIs as well as investing its surplus funds in Equity Market and the company is also into the business of project.

SEBI vide its E-parte Ad Interim Order No. WTM/RKA/ ISD/ 62 /204 dated 9th December, 2014 issued under sections 11(1), 11(4) And 11B of The Securities and Exchange Board of India Act, 1992 in the matter of First Financial Services Ltd has barred your company from accessing the Securities Market till further directions, thus cutting off the Investment wing of the company, which has caused fall in the revenues of the Company. Your company is taking necessary steps to vacate the said order so as far as it related to you Company.

Your company is constantly making endeavours to in tapping the new opportunities.

b. Dividend:

Your Directors do not recommend any dividend for the year under review undecided to retain the surplus with the company for furthering the growth of the Company.

c. Transfer to Reserves:

Out of the Net Profit of Rs. 153 lacs for the FY”06!B-Rs. 031 lacs have been transferred to Statutory Reserve A/c in complain in the Section 45 IC (i) of the Reserve Bank Act, 1934 and balance is retained as surplus.

d. Deposits:

During the year under review, your company has not accepted any deposits from the public within the meaning of section 76 of the Companies Act 2013 and rules made there under.

There are no public deposits, which are pending for repayment.

e. Particulars of loans, guarantees or investments:

As provisions of section 136 of the Companies Act, 2013 is not applicable) NBFC Company, the disclosure under Section 136 of the Companies Act, 2013 has not been made .

f. Particulars of contracts or arrangements made with related parties:

The company has not entered in to any contracts or arrangements with related parties referred to in section 188(1) of the Companies Act, 2013, during the financial year under review ''The Policy on Related Party Transaction is available on our w www.globallnfrafln.cm.

g. Variation in market Capitalization:

Particulars	As at 31st March, 2016	As at 31st March, 2015
Market Value per share	9.52	12.80
N o. of Shares	26,24,08,300	26,24,08,300
Market Capitalization	2,49,8127,06	3,35,88,26,240
EPS	0.00	0.03
Price earnings ratio	0.00	426.66
Percentage increase/(decrease) in t Market Price of the Shares comparison with the last year figure	(25.63%)

h. Management’s Discussion and Analysis:

Management’s Discussion and Analysis Report for the year under review, as stipulated under SEBI (Listing Obligations Disclosure Requirements) Regulations, 2015, is appended as Annexure I to this report.

i. Director’s Responsibility Statement:

Pursuant to Section 34(3)(c) and Section 34(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that:

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;

(ii) 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 at the end of the financial ye r and of the profit and loss of the Company for that period;

(iii) the directors have taken proper a sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 (erstwhile Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other regularities;

(iv) the directors have prepared the annual accounts on a going concern basis;

(v) the directors have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively;

(vi) the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

j. Recommendations of the Audit Committee:

During the year under review, all the recommends; made by the Audit Committee were accepted by the Board.

2. Human Resource Management:

To ensure good human resources management at Global Infratech & Finance Limited, we focus on all aspects of the employee lifecycle. This pleads holistic experience for the employee as well. During their tenure at the Company, employees are motivated through various skill-development, engagement and volunteering programs. All the while, we create effective dialogs through our communication channels to ensure that the feedback reach the relevant teams, including the leadership.

a. Particulars of employees:

The table containing the names and other particulars of employees in accordance with the provisions of 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 appended as Annexure II to this report.

There are no employees who were in receipt of remuneration in excess of the ceiling prescribed in the Rule 5(2) of the Companies Appointment and Remuneration of Managerial Personnel) Rules, 2014.

The Details of the Top 10 employees as on ^s3March, 206 as prescribed the Rule 5(2) of the Companies (Appointment and Remuneration Managerial Personnel) Rules, 2014 are as follow;_

Particulars of Employees as on 31 March 2016
Name	Mr. D. Nagendran	Mr. Rakesh
Age	38	38
Designation	Admin	Admin
Nature of Employment	Permanent	Permanent
Monthly Remuneration	17,000	15,000
Qualification	XII Std.	SSC
Experience in years	14 years	8 years
Date of Joining	0104.205	02.01206
Particulars of Previous Employment	Admin	Admin

Note: As on 31st March, 206, the company has only employees on the permanent roles of the Company

Further the Company currently do not provide any Employee Stock Option Scheme / Employee Stock Purchase Scheme to its employees.

b. Key Managerial Personnel:

i. Managing Director or Chief Executive Officer or Manager and in their absence, a Whole-Time Director:

- Mr. Aallan Paul (DIN: (06639742) is the Executive Director of the Company w.e.f., 01^st October, 2014-.

- Mr. Farook (DIN: 01627979) was appointed as the Executive Director of the Company w.e.f., 11^th February, 2016, further he resigned from the Directorship of the Company w.e.f. closing hours of August, 2016.

ii. Company Secretary:

- During the year under review, the Board did not find a suitable candidate for the position of Company Secretary. The Board is in the Process of identifying a suitable candidate for the position of Company Secretary.

iii. Chief Financial Officer:

- Mr. Reigaiathai Raman was the Chief Financial Officer of the Company from the start of the FY 205-206 and resigned from the said position w.e.f., 08^th September, 2015.

3. Corporate Governance:

Corporate governance is an ethically driven business process that is committed to values aimed at enhancing an organization''s brand and reputation. This is ensured by taking ethical business decisions and conducting business with a firm commitment to while meeting stakeholders'' expectations. At Global Infratech & Finance Limited, it is imperative that our company affairs are managed in a fair and transparent manner. This is vital to gain and retain the trust of your stakeholders. The Company is commend to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by SEBI. The Company has also implemented several best corporate governance practices as prevalent globally.

The Report on corporate governance as stipulated under SEBI (Listing Obligations & Disclosure Requirements), Regulations, 205 is appended as Annexure III to this report.

a. Auditors’ certificate on corporate governance:

As required under SEBI (Listing Obligations & Disclosure Requirements) Regulations, 205, the Auditors certificate on corporate governance is appended as Annexure; IV his report.

b. Compliance Department:

Mr. AallaiPaul (DIN : 0663 9 742), Executive Director of the Company was appointed as the Compliance Officer of the Company at the Board Meeting held ^on 24^th March, 2015.Further the Board is in the Process of identifying a suitable candidly the position of Company Secretary.

The compliance department of the company is responsible for independently ensuring that the operating and business units comply with regulatory and internal guidelines. New instructions/guidelines issued by the regulatory authorities estimated across the company to ensure that the business and business units operate within the boundaries set b the regulators and that compliance risks are suitably monitored and mitigated in course of their activities & processes.

c. Information on the Board of Directors of the Company:

During the year under review, following changes took place in the Composition of Board of Directors of the Company;

(i) The Shareholders at the Annual General Meeting of the Company held¹ on 29^th September, 2015 approved;

a. Re-appointment of Mr. Aallan Paul (DIN : 06639742) who retired by rotation.

b. Regularization of the appointment of Mr. Baskaran Sathya Prakash (DIN 0786634) as Independent Director of the Company to hold office for five consecutive years for a term up to 28 December, 2019.

c. Regularization of the appointment of Mrs. Aliyar Riya (DIN: 07027295) as Non-Executive Non Independent Director of the Company.

(ii) The Board of Directors of the Company at the meeting held on 10^th February, 2016 approved the following ;

a. Appointment of Mr. Farook (DIN: 0B27979) as Additional Director of the Company w.e.f., 1^th February, 20B to hold office till the conclusion of the ensuing Annual General Meeting.

b. Appointment of Mr. Farook (DIN: 0627979) as the Executive Director of the Company for a period from ‘4 February, 2013 to 10^th February, 2017 subject to the approval of the Shareholders.

(iii) The Board of Directors at their Meeting held ^on 13^th August, 2016 took on record the resignation tendered by Mr. Farook, (DIN : 0627979), Executive Director expressing his inability to continue as Executive Director of the Company & the same was accepted by the Board and he was relieved from the Directorship of the Company w.e.f. closing hours of 13^th August, 2016.

In compliance with the Companies Act, 2013 the following directors are proposed to be appointed as Director/Independent Directors/Executive Director of the Company by the approval of the Share Holders of the Company;

(i) Mrs. Aliyar Riya (DIN: 07027295), Director who ret by rotation at the Annual General Meeting and being eligible has offered herself for appointment.

(ii) Terms & Conditions of appointment of Mr. Aallan Paul (DIN : 0663 9 742), Executive Director of the Company be changed as mentioned below;

i. His tenure of appointment shall be effective from October, 2014 to 30^th September, 2019;

ii. He shall not be paid Remuneration during his tenure of appointment effective from 0lst April, 2016;

iii. He shall be liable to retirement by rotation;

iv. He shall not be paid any sitting fee for any of the Board Meeting or Committee Meeting thereof;

d. Board Diversity:

The Company recognizes and embraces the importance of a diverse board in its success. We believe that a truly diverse board will leverage differences in thought, perspective, knowledge, skill, regional and industry experience, cultural and geographical background, age, ethnicity, race and gender, which will help data in our competitive advantage. The Board has adopted the Board diversity Policy which sets out the appropriate diversity of the Board of Directors. The Board Diversity Policy is available on our website www.globalinfrafin.cm.

e. Details with regards to meeting of Board of Directors of the Company:

During the FY 20520K, 9 (Nine) meetings of the Board of Directors of the Company were held. For further details with regards to the meeting of Board of Directors, please refer to the Corporate Governance Report which forms part of this Report.

f. Policy on directors’ appointment and remuneration:

The current policy is to have an appropriate mix of Executive, executive and Independent Directors to maintain the independence of the Board, and separate its functions of governance and management. Aon 31^st March, 2016, the Board consist of 5 Members, 2 of whom are Executive Directors and 1 of whom is a Executive ; Non-Independent Director and the 2 are Independent Directors. The Board periodically evaluates the need for change in its composition and size.

The Policy of the Company on Directors appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of director and other matters provided under Section 78(3) of the Companies Act, 20®, adopted by eh Board, is appended as Annexure V to this report We affirm that the remuneration paid to the director is as per the terms laid out in the said policy.

g. Declaration by Independent Directors:

The Company has received necessary declarations from each Independent Director under Section 49(7) of the Companies Act, 2013, that he/she meets the criteria of independence laid down in Section 49(6) of the Companies Act, 2013 and Regulation 16(b) of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

h. Training of Independent Directors:

Every new Independent Director at the time of appointment is issued a detailed Appointment Letter incorporating the role, duties and responsibilities, remuneration and performance evaluation process, Code of Conduct and obligations on disclosures.

Further; every new Independent Director is provided with copy of latest Annual Report, the Code of Conduct, the Code of Conduct for Internal Procedures and to Regulate, Monitor an . Report Trading by Insiders (Code of Conduct P4T)’ and the Code of Practices & Procedures for Fair Disclosure of Unpublished Price Sensitive Information (the Fair Practice Code)’, Tentative Schedule of upcoming Board and Committee meetings.

The Company through its Executive Directors / Key Managerial Personnel conduct program s / preemptions periodically to familiarize the Independent Directors with the strategy operations and functions of the Company.

Thus such programs / presentations provides an opportunity to the Independent Directors to interact with the senior leadership of the Company and help them to understand the Company’s strategy, business model, operations, service and product offerings, markets, organization structure, finance, human resources, technology, quality, facilities and risk management and such other areas as may arise from time to time. Policy on the Familiarization Programme for Independent Directors is available on our website www.globalmfrafm.coir.

i. Board’s Committees:

Currently, the Board has the committees: the audit committee, the nomination and remuneration committee, and the Stakeholders Relationship Committee. All committees appropriately constituted.

A detailed note on the Board and its committees, including the details on the dates of Committee Meetings is provided under the Corporate Governance Report his Annual Report. The composition the committees and compliances, as per the applicable provisions of the Act and Rules, are as follows:

Name of the Committee	Name of the Company Member	Position in the Committee
Audit Committee	Mr.BaskaranSathya Prak ash	Chairman
	Mr. SambasivaiyerSwaminath a	Member
	Mr. Aallan P aul	Member
Nomination and Remuneration Committee	Mr. SambasivaiyerSwaminath a	Chairman
	Mr. Bhaskaran Satya Prakash	Member
	Mrs. Aliyar Riya	Member
Stakeholders Relationship Committee	M r. Aliyar Riya	Chairman
	Mr. Aallan P aul	Member
	Mr. BhaskaranSathya Prakash	Member

j. Board Evaluation:

The Board of directors has carried out an annual evaluation of its own performance,’ Board committees’ ’and individual directors’ ’pursuant to the section 134(3) of the Companies Act, 2013 and SEBI (Listing Obligations & Disclosure Requirements) Regulation, 2015.

The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of the criteria such as the Board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the committees was evaluated by the board after sending from the committee members on the basis of the criteria such as the composition of committees effectiveness of committee meetings, etc.

The Board and the Nomination and Remuneration Committee (NRC)’ reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

In a separate meeting of independent Directors, performance of independent directors, performance of the board as a whole was evaluated, The same was discussed in the board meeting that followed the meeting of the independent Directors at which the report as submitted by the Independent Directors was taken on record and discussed.

k. Listing:

The Equity Shares of the Company are listed on BSE Limited having its office at P. T. Towers, Dalal Street F ort, Mumbai -400001

Your Company paid the Listing Fees to the BSE Limited for FY a£®well as for 2016-17 in terms of Erstwhile Listing Agreement and Uniform Listing Agreement entered with t e said Stock Exchange(s) .

Note of Suspension in the Trading of Securities of the Company at BSE:

BSE hadvide Notice No. 20160304- 28 dated (4^th March 2016 informed all the Trading Members of the Exchange about the requirement of the Company’s which had issued shares on Preferential basis in the previous 5 years to submit a Certificate to BSE from the Audi or, failing which the trading in securities of company shall be suspended as a surveillance measure. In continuation with the above said notice, BSE issued another Notice No 20160328- 15 dated 28 Mar 2016, informing all the Trading Members of the Exchange that trading in securities in a list of 31 essential shall stand suspended effect from Thursday March 31^st 2016 till further action.

In this regards, your company filed a Write Petition vide W.P(C)2808/2016 & CM No. 11833/2013 with Hobble High Court of Delhi for Stay on the Suspension of trading Script of the Company.

Subsequently, Honble High Court of Delhi issued Order dated M0irch, 206, stating that due to absence of Counsel of BSE Limited, the said hearing in the said matter shall be held on 31^st March, 2016 and till then, there may be a stay of the order suspending the trading in the securities of the Company.

Thereafter, Honble High Court of Delhi issued Order dated 30^th March, 2016 stating that the next hearing date shall be 4^th April, 2016 and further the stay of the or depending the trading in the securities of the company shall continue.

Subsequently BSE vide notice 20160331-36 dated 31^st March,2016 informed the Company and the trading members that the trading in the equity shares of the Company shall resume w.e.f., 1^st April, 2016.

Thereafter, Honble High Court of Delhi issued Order dated 4^th April, 2016 directing the Company to submit the required documents with BSE Limited 8^th April , 2016 and to appear before BSE officials for personal hearing on April, 2016, if the Company so desires and further directed BSE Limited to pass a speaking order on or 30^th April 2016 in the said matter and further the stay of the order suspending the trading in the securities of the company shall continue.

The Company on 08^th April, 2016 had submitted the requisite documents to the BSE vide its letter dated 06^th April, 2016.

Further, the company vide its mail dated’ April, 2016, requested BSE Limited to let the company know, if the Company officials needs to presents for the personal hearing with BSE officials on 22 April, 2016 at 100 Hrs.

Further, upon receiving no communication from BSE even till April, 2016, the company decided not to send its officials for the personal hearing, as the High Court has empowered the company to decide if they wish to go for the personal hearing or not.

Further it is found that, BSE has not issued any speaking order on22nd September 2016, thus it is assumed that the trading in the equity shares of Company shall remain active.

4. Auditors:

a. Statutory Auditor:

At the Annual General Meeting held on^thS29ptember, 205, M/s. M Jhunjhunwala & Associates, Chartered Accountants (Firm Registration No. 328750E), were appointed as statutory auditors of the Company from the conclusion of the 20th Annual General Meeting of the Company held on 29 September, 2015 till the conclusion of the 25annual General Meeting to be held in the year 2020. In terms of the first proviso to Section 139 of the Companies Act, 2013, the appointment of the auditors shall be placed for ratification at every Annual General Meeting. Accordingly, the appointment Mf/s. M Jhunjhunwala & Associates, Chartered Accountants, as Statutory Auditors of the Company, is placed for ratification by the shareholders. In this regards, the Company has received a certificate from the Auditors to the effect that if they are reappoint would be in accordance with the provisions of Section Ml of the Companies Act, 2013 .

b. Secretarial Auditors:

The Board of Directors at their meeting held on12th August, 2015 had appointed M/s Vishal Garg & Associates, Company Secretaries (COP: 13089) as the Secretarial Auditor of the Company for the financial year 2015 -2016.

However, it was brought forward by M/s. Vishal Garg & Associates, Company Secretaries vide their Letter dated ^t05October, 205 t hat they have exceed the list of Secretarial Audits for the FY 2015-2016, thus had requested the Company to relieve them from the office of Secretarial Auditor with immediate effect.

The Board of Directors at their meeting held on October, 2015 relieve M/s. Vishal Garg & Associates, Company Secretaries from the office of Secretarial Auditor with effect from 4^th October, 2015 and appointed M/s. Ankita Nevatia & Co., Company Secretaries (COP: 9709) as the Secretarial Auditor of the Company for the financial year 2015 - 2016

The Secretarial Audit Report for the FY 20165- is appended as Annexure VI to this report .

c. Comments of the Board on the qualification/reservation/adverse remarks/disclosure made:

(i) by the Statutory Auditors in the Audit Report:

The Auditors'' report do not contain any qualifications, reservations or adverse remarks

(ii) by the Secretarial Auditors in the Secretarial Audit Report:

i. The Company has not appointed a Company Secretary and/or Compliance Officer in terms of Section 203 (l)(ii) of the Companies Act, 2013 and Regulation 6 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulation, 2015.

The Board with respect to the above mentioned qualification herewith submits that, the Board is in the Process of identifying a suitable candidate for the position of Company Secretary.

ii. The Company has not appointed a Chief Financial Officer in terms of Section 203 (l)(iii) of the Companies Act, 2013.

The Board with respect to the above mentioned qualification herewith submits that, the Board is in the Process of identifying a suitable candidate for the position of Chief Financial Officer.

Hi. In accordance with Regulation 17(1)(b) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulation, 2015, every company which does not have a regular Non-Executive Chairman, has to have at least half of the board of directors comprising of Independent Director. In this regard, it is brought forward here that, the Company does not have a Regular Non-Executive Chairman and the company was in non-compliance of the above mentioned provisions w.e.f. 11th February, 2015 till the end of the audit period, however, the company complied the said provisions on or after 14th August, 2016.

The Board with respect to the above mentioned qualification herewith submits that, the Non-Compliance with respect to Regulation 17 (1) (b) of SEBI (Listing Obligations & Disclosure Requirements) Regulation, 2015 was inadvertent. Further subsequent to the resignation of Mr. Farook, Executive Director of the Company with effect from closing hours of 13^thAugust, 2016, the Company as on the date of this report is complying with the provisions of Regulation 17 (1) (b) of SEBI (Listing Obligations & Disclosure Requirements) Regulation, 2015.

iv. The Company has not appointed an Auditor/Firm of Auditors who has/have subjected himself ‘themselves to peer review process and holds a valid certificate issued by Peer Review Board of Institute of Chartered Accountants of India as stipulated under Regulation 33 (l)(d) SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015.

The Board with respect to the above mentioned qualification herewith submits that, the Board is in the Process of identifying a suitable Auditor/Firm of Auditors who has/have subjected himself/themselves to peer review process and holds a valid certificate issued by Peer Review Board of Institute of Chartered Accountants of India; However, the Board of Directors are of the view that M/s. M Jhunjhunwala & Associates, Chartered Accountants, the Statutory Auditors of the Company are competent to handle the Statutory Audit of the Company.

d. Internal Financial Control:

The Board has adopted the policies and procedures for ensuring directly and efficient conduct of its business, including adherence to the Company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures.

e. Risk Management:

The Company has a robust Risk Management framework to identify, evaluate business risk and opportunities. This framework seeks to create transparency, minimize adverse impact of the business objectives and enhance the Company! competitive advantage. The business risk framework defines the risk management approach across the enterprise at various level including documentation and reporting. The framework has different risk models which help in identifying risks trend, exposure and potential impact analysis at a Company level as also separately for business segments. The Company has identified various risks and also ha: mitigation plans for each risk identify The Risk Management Policy of the Company is available on our website www.globalinfrafin.cm.

f. Vigil Mechanism:

The Company has established a mechanism for Directors and employees to report their concerns relating to fraud, malpractice or any other activity or event which is against the interest of the Company. The same has been disclosed in the corporate government under the heading Whistle Blower Policy, which forms part of the directors ’ report. The Whistle Blower Policy is available on our web www.globalinf r afin.corr.

g. Statement on Material Subsidiary:

The Company currently do not have any Material Subsidiary. The Policy on Identification of Material Subsidiaries available on our websitwww.globalinfrafin.coir.

5. Corporate Social Responsibility:

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the provisions of Section 35 of the Companies Act, 2013 is not applicable to the company.

a. Particulars on conservation of energy, research and development, technology absorption and foreign exchange earnings and outgo:

(i) Energy Conservation:

Conservation of energy continues to receive increased emphasis and steps are being taken to reduce the consumption of energy at all levels. The Company has taken steps to conserve energy in its office use, consequent to which energy consumption had been minimized. No additional Proposals/ Investments were made to conserve energy. Since the Company has not carried on industrial activities, disclosure regarding impact of measures on cost of production of goods, total energy consumption, etc, are not applicable.

(ii) Foreign Exchange Earnings and Outgo:

_ _ Amount in Lacs

Particulars	2016	2015
Earnings	-	-
Expenditure	-	-

(iii) Research and Development & Technology Absorption:

The Company has not adopted any technology for its business and hence no reporting is required to be furnished under this heading. The Company will adopt necessary technology as and when required in the furtherance of the business.

6. Others:

a. Extract of Annual Return:

In accordance with Section 134(3)(a) and Section 92(3) of the Companies Act, 2013, an extract of the annual return in the prescribed format is appended as Annexure VII Report.

b. Significant and Material Orders:

SEBI vide its E-parte Ad Interim Order No. WTM/RKA/ ISD/ 162 /2014 dated P ^December, 2014 issued under sections 11(1), 11(4) and IIB of The Securities and Exchange Board of India Act, 1992 in the matter of First Financial Services Ltd has barred your company from accessing the Satires Market till further directions. Further the said orders have been confirmed by SEBI vide its Order No. WTM/RKA/ISD/B/20B dated August 25, 2016.Your Company is taking necessary steps to vacate the said order so as far as it related to your Company.

Except for the above mentioned instance, where in the order is an Interim Order, there has been no instance of compliance by the Company on any matter related to Capital Markets

c. Disclosure under the Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act 2013:

The Company has in place an A-Sexual Harassment Policy in line with the requirement of the Sexual Harassment of Women at workplace (Prevent, Prohibition and Redressal) Act 2013. All the employees (permanent, Contractual, temporary, Trainees) are covered under this policy.

During the year under review, no complaints were received falling under the category of Sexual Harassment of Women.

d. Fraud Reporting:

No Fraud has been reported by the Auditors of the Company under Section 143(2) of the Companies Act, 2013.

e. Other Disclosures:

Your Directors state that no disclosure or reporting is required in respect to the following items as there were no transactions on these items during the year under review:

(i) Issue of equity shares with differential rights as to dividend, voting, or otherwise.

(ii) Issue of shares (including sweat equity shares) to employees of the company under any scheme.

(iii) Redemption of Preference Shares and/or Debentures.

7. ACKNOWLEDGEMENT:

Your Directors wish to place on record their appreciation for the contribution made by the employees at all levels but for whose hard work, and support, your companies achievement would not have been possible. Your Directors also wish to thank its customers, dealers, agents, suppliers, investor and bankers for their continued support and faith reposed in the company.

By Order of the Board of Directors

For GLOBAL INFRATECH & FINANCE LIMITED

Sd/- Sd/-

AALLAN PAUL ALIYAR RIYA

Date: 02.09.2016 (DIN: 06639742) (DIN: 07027295)

Place: Chennai Executive Director Director

---

Mar 31, 2015

Dear Members,

The are pleased to present the report on our business and operations for the year ended 31st March, 2015.

1. Results of our Operations:

The Company's financial performance for the year ended 31st March, 2015 is summarised below;

Rs. in Lacs

Particulars FY 2014-2015 FY 2013-2014

Revenue from Operations 3819.64 2482.45

Other Operating Income 16.55 4.64

Total Income 3836.19 2487.09

Total Expenses 3725.14 2253.82

Profit Before Tax & Extraordinary Items 111.05 233.26

Tax Expense

-Current Tax 35.25 72.08

-Deferred Tax Liability/(Assets) 0.17 -

Net Profit for the Year 75.63 161.18

a. Review of operations and affairs of the Company:

During the year under review, the Company has earned a profit before Interest, Depreciation & Tax of Rs. 130.55 lacs as compared to previous year Rs. 237.19 lacs. The net profit for the year under review has been Rs.75.63 lacs as compared to the previous year net profit Rs. 161.18 lacs. The Company is into the Business of providing financial assistance, as a part of treasury operation to corporate Houses and HNIs as well as investing its surplus funds in Equity Market and the company is also into the business of Infra-project.

SEBI vide its Ex-parte Ad- Interim Order No. WTM/RKA/ ISD/ 162 /2014 dated 19th December, 2014 issued under sections 11(1), 11(4) And 11B of The Securities and Exchange Board of India Act, 1992 in the matter of First Financial Services Ltd has barred your company from accessing the Securities Market till further directions, thus cutting off the Investment wing of the company, which has caused fall in the revenues of the Company. Your company is taking necessary steps to vacate the said order so as far as it related to your Company.

Your company is constantly making endeavours to in tapping the new opportunities.

b. Dividend:

Your Directors do not recommend any dividend for the year under review, and has decided to retain the surplus with the company for furthering the growth of the Company.

c. Transfer to Reserves:

Out of the Net Profit of Rs. 75.63 lacs for the FY 2014-2015, Rs, 15.13 lacs has been transferred to Statutory Reserve A/c in compliance with the Section 45 IC (i) of the Reserve Bank Act, 1934 and balance is retained as Surplus.

d. Deposits:

During the year under review, your company has not accepted any deposits from the public within the meaning of section 76 of the Companies Act 2013 and the rules there under. There are no public deposits, which are pending for repayment.

e. Particulars of contracts or arrangements made with related parties:

The company has not entered in to any contracts or arrangements with related parties referred to in section 188(1) of the Companies Act, 2013, during the financial year under review. The Policy on Related Party Transaction is available on our website www.globalinfrafin.com , www.gifl.in.

f. Variation in market Capitalization:

Increase As at As at Particulars /Decrease 31st March, 2015 31st March, 2014 in %

Market Value per share 12.80 40.40 (68.32)

No. of Shares 26,24,08,300 23,85,53,000 -

Market Capitalization 335,88,26,240 963,75,41,200 (62.34)

EPS 0.03 0.06

Price earnings ratio 426.66 673.33 (36.63)

Percentage increase/decrease in the Market Price of the Shares in 1180.00 comparison with the last IPO (1)

Note: (1) The IPO of the company was brought out in the FY 1995-1996 at a rate Rs. 10/- per Share, The face value per share of the Company at the time of IPO was Rs. 10/- per share. For the purpose of the calculation, necessary adjustment has been carried, as the Company during the FY 2012-2013 sub- divided the face value of the shares from Rs. 10/- per share to Re. 1 per share.

g. Management's Discussion and Analysis:

Management's Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges, is appended as Annexure I to this report.

h. Director's Responsibility Statement:

Pursuant to Section 134(3)(c) and Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that:

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;

(ii) 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 at the end of the financial year and of the profit and loss of the Company for that period;

(iii) 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 (erstwhile Companies Act, 1956) for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) the directors have prepared the annual accounts on a going concern basis;

(v) the directors have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively;

(vi) the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

i. Recommendations of the Audit Committee:

During the year under review, all the recommendations made by the Audit Committee were accepted by the Board.

j. Maj or Change in the Share Capital of the Company:

The Board of Director at the Board meeting held on 17th November, 2014 allotted 2,38,55,300 Equity Shares of Re. 1/- each as Bonus Shares to the existing Shareholders of the Company in the ratio of 1 Equity Shares for every 10 Equity shares held by the members as on the record date (i.e, 17th November, 2014) in accordance with the approval for Bonus received from the Shareholders of the company at the 19th Annual General Meeting held on 29th September, 2014 and subsequent necessary approvals from BSE Limited. The Said Bonus shares were listed and permitted to trade on the BSE Limited with effect from Wednesday, November 26, 2014.

2. Human Resource Management:

To ensure good human resources management at Global Infratech & Finance Limited, we focus on all aspects of the employee lifecycle. This provides a holistic experience for the employee as well. During their tenure at the Company, employees are motivated through various skill- development, engagement and volunteering programs. All the while, we create effective dialogs through our communication channels to ensure that the feedback reach the relevant teams, including the leadership.

a. Particulars of employees:

The table containing the details of remuneration of Directors and Employees in accordance with the provisions of 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 appended as Annexure II to this report.

There are no employees who were in receipt of remuneration in excess of the ceiling prescribed in the Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

The Company currently do not provide any Employee Stock Option Scheme/Employee Stock Purchase Scheme to its employees.

b. Key Managerial Personnel:

i. Managing Director or Chief Executive Officer or Manager and in their absence, a Whole-Time Director:

- Mr. Pravin Tukaram Sawant (DIN: 00701127) was the Managing director of the Company from 29th September, 2011 and resigned from the Directorship of the company on 12th February, 2015.

- Mr. Aallan Paul (DIN: 06639742) is the Whole Time Director of the Company w.e.f., 01st October, 2014.

ii. Company Secretary:

- During the year under review, the Board did not find a suitable candidate for the position of Company Secretary. The Board is in the Process of identifying a suitable candidate for the position of Company Secretary.

iii. Chief Financial Officer:

- Mr. Renganathan Raman has been appointed as the CFO of the Company w.e.f., 28th May, 2014.

3. Corporate Governance:

Corporate governance is an ethically driven business process that is committed to values aimed at enhancing an organization's brand and reputation. This is ensured by taking ethical business decisions and conducting business with a firm commitment to values, while meeting stakeholders' expectations. At Global Infratech & Finance Limited, it is imperative that our company affairs are managed in a fair and transparent manner. This is vital to gain and retain the trust of our stakeholders. The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by SEBI. The Company has also implemented several best corporate governance practices as prevalent globally.

The Report on corporate governance as stipulated under Clause 49 of the Listing Agreement is appended as Annexure III to this report.

a. Auditors' certificate on corporate governance:

As required by Clause 49 of the Listing Agreement, the auditors' certificate on corporate governance is appended as Annexure IV to this report.

b. Compliance Department:

Mr. Aallan Paul (DIN : 06639742), Executive Director of the Company was appointed as the Compliance Officer of the Company at the Board Meeting held on 24th March, 2015. The Board is in the Process of identifying a suitable candidate for the position of Company Secretary cum Compliance Officer.

The compliance department of the company is responsible for independently ensuring that the operating and business units comply with regulatory and internal guidelines. New instructions/guidelines issued by the regulatory authorities were disseminated across the company to ensure that the business and business units operate within the boundaries set by the regulators and that compliance risks are suitably monitored and mitigated in course of their activities & processes.

c. Information on the Board of Directors of the Company:

During the year under review, following changes took place in the Composition of Board of Directors of the Company;

(i) The Board of Directors at their Meeting held on 28th May, 2014 had appointed Mr. Sambasivaiyer Swaminathan (DIN: 02800432) as Additional cum Independent Director of the Company w.e.f., 28th May, 2014

(ii) The Shareholders at the Annual General Meeting of the Company held on 26th September, 2014 approved the appointment of;

a. Mr. Aallan Paul (DIN : 06639742) as Executive, Whole time Director of the Company w.e.f. 1st October 2014

b. Mr. Sambasivaiyer Swaminathan (DIN: 02800432) as Independent Director of the Company to hold office for a term of five consecutive years till 27th May, 2019.

c. Mr. Ashok Bothra (DIN: 01734863) as the Independent Director of the Company to hold office for a term of five consecutive years till 31st March, 2019.

(iii) The Board of Directors of the Company at the Meeting held on 20th December, 2014 approved the following;

a. Appointment of Mr Abdul Rahman Amannulla (DIN: 06591320) as the Additional Director cum Independent Director w.e.f., 20th December, 2014 to hold office till the conclusion of the ensuing Annual General Meeting.

b. Taking on record the resignation of Mr. Ashok Bothra (DIN: 01734863) from the directorship of the company w.e.f., 04th December, 2014.

(iv) The Board of Directors of the Company at the Meeting held on 29th December, 2014 had appointed Mr Baskaran Sathya Prakash (DIN: 01786634) as the Additional cum Independent Director w.e.f. 29th December, 2014 to hold office till the conclusion of the ensuing Annual General Meeting.

(v) The Board of Directors of the Company at the Meeting held on 12th February, 2015 approved the following:

a. Appointment of Mrs. Aliyar Riya (DIN: 07027295) as the Additional Cum Non- Executive Director, Non Independent Director w.e.f. 12th February, 2015 to hold office till the conclusion of the ensuing Annual General Meeting.

b. Taking on record the resignation of Mr. Pravin Tukaram Sawant (DIN: 00701127), from the directorship of the company w.e.f., 12th February, 2015.

(vi) The Board of Directors of the Company at the Meeting held on 24th March, 2015 accepted the resignation of Mr. Abdul Rahman Amannulla (DIN: 06591320) from the directorship of the Company w.e.f 24th March, 2015

In compliance with the Companies Act, 2013 the following directors are proposed to be appointed as Director/Independent Directors/Executive Director of the Company by the approval of the Share Holders of the Company;

(i) Mr Baskaran Sathya Prakash (DIN: 01786634) be regularised as the Independent Director of the Company to hold office from 29th December, 2014 till 28th December, 2019 under the provision of Section 149 of the Companies Act, 2013 and rules thereof. (ii) Ms. Aliyar Riya (DIN: 07027295) be regularised as the Director of the Company.

d. Board Diversity:

The Company recognizes and embraces the importance of a diverse board in its success. We believe that a truly diverse board will leverage differences in thought, perspective, knowledge, skill, regional and industry experience, cultural and geographical background, age, ethnicity, race and gender, which will help us, retain our competitive advantage. The Board has adopted the Board Diversity Policy which sets out the approach to diversity of the Board of Directors. The Board Diversity Policy is available on our website www.globalinfrafin.com, www.gifl.in.

e. Details with regards to meeting of Board of Directors of the Company:

During the FY 2014-2015, 17 (Seventeen) meetings of the Board of Directors of the Company were held. For further details with regards to the meeting of Board of Directors, please refer to the Corporate Governance Report which forms part of this Report.

f. Policy on directors' appointment and remuneration:

The current policy is to have an appropriate mix of executive, non-executive and independent directors to maintain the independence of the Board, and separate its functions of governance and management. As on 31st March, 2015, the Board consist of 4 Members, 1 of whom is an Executive Director and 1 of whom is an Non-Executive Director and the 2 are Independent Directors. The Board periodically evaluates the need for change in its composition and size.

The Policy of the Company on Director's appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of director and other matters provided under Section 178(3) of the Companies Act, 2013, adopted by the Board, is appended as Annexure V to this report. We affirm that the remuneration paid to the director is as per the terms laid out in the said policy.

g. Declaration by Independent Directors:

The Company has received necessary declarations from each Independent Director under Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

h. Training of Independent Directors:

Every new Independent Director at the time of appointment is issued a detailed Appointment Letter incorporating the role, duties and responsibilities, remuneration and performance evaluation process, Code of Conduct and obligations on disclosures.

Further every new Independent Director is provided with copy of latest Annual Report, the Code of Conduct, the Code of Conduct for Internal Procedures and to Regulate, Monitor and Report Trading by Insiders ("Code of Conduct - PIT") and the Code of Practices & Procedures for Fair Disclosure of Unpublished Price Sensitive Information (the "Fair Practice Code"), Tentative Schedule of upcoming Board and Committee meetings.

The Company through its Executive Directors / Key Managerial Personnel conduct programs / presentations periodically to familiarize the Independent Directors with the strategy, operations and functions of the Company.

Thus such programs / presentations provides an opportunity to the Independent Directors to interact with the senior leadership team of the Company and help them to understand the Company's strategy, business model, operations, service and product offerings, markets, organization structure, finance, human resources, technology, quality, facilities and risk management and such other areas as may arise from time to time. The Policy on the Familiarization Programme for Independent Directors is available on our website www.globalinfrafin.com, www.gifl.in.

i. Board's Committees:

Currently, the Board has three committees: the audit committee, the nomination and remuneration committee, and the stakeholders relationship committee. All committees are appropriately constituted.

A detailed note on the Board and its committees, including the details on the dates of Committee Meetings is provided under the Corporate Governance report section in this Annual Report. The composition of the committees and compliances, as per the applicable provisions of the Act and Rules, are as follows:

Name of the Committee Name of the Company Member Position in the Committee

Mr. Baskaran Sathya Prakash Chairman

Audit Committee Mr. Sambasivaiyer Swaminathan Member

Mr. Aallan Paul Member

Mr. Sambasivaiyer Swaminathan Chairman

Nomination and Mr. Bhaskaran Satya Prakash Member Remuneration Committee Mrs. Aliyar Riya Member

Mrs. Aliyar Riya Chairman

Stakeholders Relationship Mr. Aallan Paul Member Committee Mr. Bhaskaran Sathya Prakash Member

j. Board Evaluation:

The board of directors has carried out an annual evaluation of its "own performance", "Board committees" and "individual directors" pursuant to the section 134(3) of the Companies Act, 2013.

The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of the criteria such as the Board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.

The Board and the Nomination and Remuneration Committee ("NRC") reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

In a separate meeting of independent Directors, performance of non-independent directors, performance of the board as a whole was evaluated, The same was discussed in the board meeting that followed the meeting of the independent Directors at which the report as submitted by the Independent Directors was taken on record and discussed.

k. Listing:

The equity shares of Global Infratech & Finance Limited (Scrip Code: 531463) are listed at BSE Limited.

Your Company paid the Listing Fees to the BSE Limited for the year 2014-15 as well as 2015- 16 in terms of listing agreement entered with the said Stock Exchange. Further is it informed that the Company in FY 2013-2014 had applied for de-listing from Ludhiana Stock Exchange Limited and the approval for De-Listing was awaited, during this period, SEBI vide its Order No. WTM/RKA /MRD/166/2014 dated 30th December, 2014 has De-recognised the Ludhiana Stock Exchange Limited w.e.f., the date of the order, thus the securities of the company is deemed to be delisted from the Ludhiana Stock Exchange limited w.e.f., 30th November, 2014.

4. Auditors:

a. Statutory Auditor:

Pursuant to the provisions of section 139, 140, 141 and 142 and other applicable provisions, if any, of the Companies Act, 2013 read with Companies (Audit and Auditors) Rules 2014 as may be applicable, M/s. Pradeep Gupta, Chartered Accountants, (Membership No. 048979) was appointed as the auditors of the company to hold office from the conclusion of the 19th Annual General Meeting till the conclusion of the 24th Annual General Meeting, subject to the ratification at every general meeting.

The Board of Directors at the meeting held on 12th August, 2015 took on record the written unwillingness letter received from M/s. Pradeep Gupta, Chartered Accountants, Mumbai (Membership No. 048979), stating his unwillingness to continue as the Statutory Auditors of the company from the conclusion of the 20th Annual General Meeting,

The Board of Directors of the Company on the recommendation of the Audit Committee, recommends that appointment of M/s. M Jhunjhunwala & Associates, Chartered Accountants (Firm Registration No. 328750E) as the Statutory Auditors of the company to hold office from the conclusion of this the 20th Annual General Meeting till the conclusion of the 25th Annual General Meeting of the Company to be held in the year 2020, subject to ratification of its appointment at every AGM.

b. Secretarial Auditors:

M/s. G.S.Bhide & Associates, Company Secretaries, were appointed to conduct the Secretarial Audit of the Company for the FY 2014-2015, as required under the Section 204 of the Companies Act, 2013 and Rules thereunder. The Secretarial Audit Report for the FY 2014- 2015 is appended as Annexure VI to this report

c. Comments of the Board on the qualification/reservation/adverse remarks/disclosure made:

(i) by the Statutory Auditors in the Audit Report:

The Auditors' report do not contain any qualifications, reservations or adverse remarks

(ii) by the Secretarial Auditors in the Secretarial Audit Report:

i. The Company has not appointed whole time Company Secretary during the year as required under Section 203 of Companies Act 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

ii. Non-Compliance related to timely formation of Remuneration and Nomination Committee was observed during the year as the requirement was applicable effective from 1st October 2014.

The Board with respect to the above mentioned qualification/reservation/adverse remarks, herewith submits the following;

i. the Board is in the Process of identifying a suitable candidate for the position of Company Secretary

ii. The Nomination and Remuneration Committee was formulated on 02nd January, 2015.

d. Internal Financial Control

The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures.

e. Risk Management:

The Company has a robust Risk Management framework to identify, evaluate business risks and opportunities. This framework seeks to create transparency, minimize adverse impact on the business objectives and enhance the Company's competitive advantage. The business risk framework defines the risk management approach across the enterprise at various levels including documentation and reporting. The framework has different risk models which help in identifying risks trend, exposure and potential impact analysis at a Company level as also separately for business segments. The Company has identified various risks and also has mitigation plans for each risk identified. The Risk Management Policy of the Company is available on our website www.globalinfrafin.com, www.gifl.in.

f. Vigil Mechanism:

The Company has established a mechanism for Director's and employee's to report their concerns relating to fraud, malpractice or any other activity or event which is against the interest of the Company. The same has been disclosed in the corporate governance report under the heading Whistle Blower Policy, which forms part of the directors' report. The Whistle Blower Policy is available on our website www.globalinfrafin.com, www.gifl.in.

g. Statement on Material Subsidiary:

The Company currently do not have any Material Subsidiary. The Policy on Identification of Material Subsidiaries is available on our website www.globalinfrafin.com, www.gifl.in.

5. Corporate Social Responsibility:

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the provisions of Section 135 of the Companies Act, 2013 is not applicable to the company.

a. Particulars on conservation of energy, research and development, technology absorption and foreign exchange earnings and outgo:

(i) Energy Conservation:

Conservation of energy continues to receive increased emphasis and steps are being taken to reduce the consumption of energy at all levels. The Company has taken steps to conserve energy in its office use, consequent to which energy consumption had been minimized. No additional Proposals/ Investments were made to conserve energy. Since the Company has not carried on industrial activities, disclosure regarding impact of measures on cost of production of goods, total energy consumption, etc, are not applicable.

(ii) Foreign Exchange Earnings and Outgo:

The Company has not earned or spent any foreign exchange during the year under review.

(iii) Research and Development & Technology Absorption:

The Company has not adopted any technology for its business and hence no reporting is required to be furnished under this heading. The Company will adopt necessary technology as and when required in the furtherance of the business.

6. Others:

a. Extract of Annual Return:

In accordance with Section 134(3)(a) and Section 92(3) of the Companies Act, 2013, an extract of the annual return in the prescribed format is appended as Annexure VII to this Report.

b. Significant and Material Orders:

SEBI vide its Ex-parte Ad- Interim Order No. WTM/RKA/ ISD/ 162 /2014 dated 19th December, 2014 issued under sections 11(1), 11(4) And 11B of The Securities and Exchange Board of India Act, 1992 in the matter of First Financial Services Ltd has barred your company from accessing the Securities Market till further directions. Your company is taking necessary steps to vacate the said order so as far as it related to your Company.

c. Disclosure under the Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act 2013:

The Company has in place an Anti-Sexual Harassment Policy in line with the requirement of the Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act 2013. All the employees (permanent, Contractual, temporary, Trainees) are covered under this policy.

During the year under review, no complaints were received falling under the category of Sexual Harassment of Women.

d. Other Disclosures:

Your Directors state that no disclosure or reporting is required in respect to the following items as there were no transactions on these items during the year under review:

(i) Issue of equity shares with differential rights as to dividend, voting, or otherwise.

(ii) Issue of shares (including sweat equity shares) to employees of the company under any scheme.

(iii) Redemption of Preference Shares and/or Debentures.

7. ACKNOWLEDGEMENT:

Your Directors wish to place on record their appreciation for the contribution made by the employees at all levels but for whose hard work, and support, your company's achievements would not have been possible. Your Directors also wish to thank its customers, dealers, agents, suppliers, investors and bankers for their continued support and faith reposed in the company.

By Order of the Board of Directors

For GLOBAL INFRATECH & FINANCE LIMITED

Sd/- Sd/-

AALLAN PAUL ALIYAR RIYA

Date: 12th August, 2015 (DIN: 06639742) (DIN: 07027295)

Place: Chennai Executive Director Director

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Mar 31, 2014

The Members,

The Directors have pleasure in presenting the 19th Annual Report of your Company together with the Audited Statements of Accounts for the year ended March 31, 2014.

(Rs. in Lac) Financial Results Year Ended Year Ended 31.03.2014 31.03.2013

Sales & Other Income 2487.09 1515.58

Profit before Tax & Extraordinary Items 233.26 155.63

Less : Provision for Taxation 72.08 50.49

Profit after Tax 161.19 105.13

Add: Profit/(Loss) brought forward from Previous Year 93.91 (11.12)

Balance of Profit / (Loss) carried forward to Next Year 255.10 93.91

OVERVIEW OF ECONOMY

India''s economic growth remained below 5 percent mark second year in a row at 4.7 percent in 2013-14, but the industry is hopeful of a rebound with a new stable government who is expected to be considered pro-business.

India''s fourth quarter growth stood at 4.6 percent. Decline in manufacturing and mining output eclipsed the overall growth during the entire fiscal. The country''s economy, or gross domestic product (GDP), had expanded at 4.5 percent in 2012-13, the slowest pace in the previous decade.

Subdued prices of vegetables, cereals and dairy products pushed down retail inflation to a three- month low of 8.28 percent in May. Retail inflation, measured on consumer price index (CPI), was 8.59 percent in April.

In February 2014, retail inflation was at 8.03 percent, followed by consecutive rise in March (8.31 percent) and in April, it was 9.66 percent as per the data released by government.

OVERALL PERFORMANCE & OUTLOOK

Directors are pleased to inform that in spite of difficult times, your Company, based on its intrinsic strength, has performed well during the year. Gross income from operations increased from Rs. 1515.58 Lac to Rs. 2487.09 Lac i.e. jump of around 64% in comparison to the revenue of previous year whereas Net Profit stood at Rs. 161.19 Lac in comparison to last years'' amount of Rs. 105.13 Lac, the increase of above 50% in term of Net Profit for the year.

The Company is into the Business of providing financial assistance, part of treasury operations business, to Corporate Houses and HNIs as well as investing its surplus fund in Equity Market. The Company is also into the business of Infra-project which has done well during the financial year under review.

The Outlook for Financial Year 2014-2015 looks good and the Company is planning to enter in to Infra Projects in a big way. The Company has to make Infra Projects as Core Business of the Company

DIVIDEND

In view to conserve resources and looking to the huge fund requirements in Infra-Projects business, your Directors do not recommend any Dividend for the year under review.

SUBSIDIARY COMPANY

The Company does not have any subsidiary Company.

MANAGEMENT DISCUSSION & ANALYSIS

As required by Clause 49 of Listing Agreement, the Management Discussion and Analysis is annexed and forms part of the Directors'' Report.

MANAGEMENT

There is no Change in Management of the Company during the year under review.

DIRECTORS

During the year Mr. Jagdish Chander Sharma and Mr. S. K. Rao have been resigned from the Board due to their personal commitments. Your Directors wish to place on record their appreciation for the guidance and inputs provided by both Mr. Jagdish Chander Sharma and Mr. S. K. Rao during their tenure as Directors of your Company. Further, your Board has appointed Mr. Aallan Paul and Mr. Swaminathan S. as Additional, Independent Directors of the Company to fulfill the vacancy caused due to the resignation of Mr. S. K. Rao and to broad base the board, respectively.

Further, none of the Directors of the Company are disqualified under sub-section (2) of Section 164 of the Companies Act, 2013.

INDEPENDENT DIRECTORS

As per provisions of Section 149 of the 2013 Act, independent directors shall hold office for a term up to five consecutive years on the board of a company, but shall be eligible for re-appointment for another term up to five years on passing of a special resolution by the company and disclosure of such appointment in Board''s Report. Further Section 152 of the Act provides that the independent directors shall not be liable to retire by rotation in the Annual General Meeting (''AGM'') of the Company.

As per Revised Clause 49 of the Listing Agreement (applicable from October 1, 2014), any person who has already served as independent director for five years or more in a company as on October 1, 2014 shall be eligible for appointment, on completion of the present term, for one more term of up to 5 (five) years only.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies (Amendment) Act, 2000 the Directors confirm that:

1. In the preparation of the annual accounts, for the year ended 31st March 2014, all the applicable accounting standards prescribed by the Institute of Chartered Accountants of India have been followed;

2. The Directors had adopted 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 of the Company for that period;

3. 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; and

4. The Annual Accounts have been prepared on the historical cost convention, a going concern basis and on accrual basis.

STATUTORY INFORMATION

The Company being basically in the business of Shares, Securities, Commodities Treasury operation, as well as in Infra-Projects, requirements regarding and disclosure of particulars of Conser- vation of Energy and Technology Absorption prescribed by the rule is not applicable to us.

INFORMATION TECHNOLOGY

Your Company believes that in addition to progressive thought, it is imperative to invest in information and technology to ascertain future exposure and prepare for challenges. In its endeavor to obtain and deliver the best, your Company has tie-ups with an IT solution Company to harness and tap the latest and the best of technology in the world and deploy/absorb technology wherever feasible, relevant and appropriate.

RESEARCH & DEVELOPMENT

The Company believes that technological obsolescence is a reality. Only progressive research and development will help us to measure up to future challenges and opportunities. We invest in and encourage continuous innovation. During the year under review, expenditure on research and development is not significant in relation to the nature size of operations of your Company.

AUDITORS

The Auditors M/s Pradeep Gupta, Chartered Accountants, Mumbai who are Statutory Auditors of the Company and holds the office until the conclusion of ensuing Annual General Meeting and are recommended for re-appointment to audit the accounts of the Company from the conclusion of the 38th Annual General Meeting up to the conclusion of the 43rd consecutive Annual General Meeting (subject to ratification by the members at every subsequent AGM). As required under the provisions of Section 139 & 142 of the Companies Act, 2013 the Company has obtained written confirmation from M/s. Pradeep Gupta; that their appointment, if made, would be in conformity with the limits specified in the said Section.

COMMENTS ON AUDITOR''S REPORT:

The notes referred to in the Auditor''s Report are self explanatory and as such they do not call for any further explanation as required under section 217(3) of the Companies Act, 1956.

PARTICULARS OF EMPLOYEES

People are the backbone of our operations. It is a matter of great satisfaction for our Company that our employees have been very supportive of the Company''s plan. By far the employee''s relations have been cordial throughout the year.

The information as required by provisions of section 217(2A) of the Companies Act, 1956 read with the companies (Particular of employees) amendments rules, 1975 is reported to be NIL.

PARTICULARS UNDER SECTION 217 (1) (e) OF THE COMPANIES ACT, 1956

The Company is into the business of Investing in Shares & Securities as well as doing treasury operations by way of providing financial assistance Corporate and HNIs as well as into the business of Infra Projects during the year under review and hence the information regarding conservation of energy, Technology Absorption, Adoption and innovation, the information required under section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules 1988, is reported to be NIL.

FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company has not earned or used foreign exchange earnings/outgoings during the year under review.

PUBLIC DEPOSITS

During the year under review, your Company has not accepted any deposits from the public within the meaning of section 58A of the Companies Act 1956 and the rules there under.

REPORT ON CORPORATE GOVERNANCE

The Company conforms to the norms of Corporate Governance as envisaged in the Companies Act, 1956 and the Listing Agreement with the Bombay Stock Exchange Limited. Pursuant to Clause 49 of the Listing

Agreement, a Report on the Corporate Governance and the Auditors Certificate on Corporate Governance are annexed to this report.

APPRECIATION

Your Directors wish to place on record their appreciation towards the contribution of all the employees of the Company and their gratitude to the Company''s valued customers, bankers, vendors and members for their continued support and confidence in the Company.

Mumbai, May 28, 2014 By Order of the Board For Global Infratech & Finance Limited

Registered Office: 306, Agarwal B2B Centre, 3rd Floor PRAVIN SAWANT Kanchpada, Near Malad Ind. Estate (DIN : 00701127) Malad (W), Mumbai-400 064 Managing Director

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Mar 31, 2013

To The Members,

The Directors have pleasure in presenting the 18th Annual Report of your Company together with the Audited Statements of Accounts for the year ended March 31, 2013

(Rs. in Lacs)

FINANCIAL HIGHLIGHTS Year Ended Year Ended 31.03.2013 31.03.2012

Sales & Other Income 1515.58 191.00

Profit before Tax & Extraordinary Items 155.63 11.39

Less : Provision for Taxation 50.49 3.42

Profit after Tax 105.14 7.97

Add: Profit/(Loss) brought forward from Previous Year (11.12) (19.09)

Balance of Profit / (Loss) carried forward to Next Year 94.02 (11.12)

OVERVIEW OF ECONOMY

According to the latest estimates, Indian Economy grew by 5% in FY 2013, reflecting lower than expected growth in both industry and services sectors. Inflation also was at elevated levels. However with commodity and crude oil prices on the decline from the peak and with various policy initiatives coming through, the Economy is estimated to grow by around 6% in FY2014 with lower Inflation.

BUSINESS OPERATIONS

The Business environment remains extremely challenging and the recessionary economic conditions continuously leading to slowdown in demand and inflation pushed further scale up of input costs, left its adverse imprint on overall performance for 2012-2013. Directors are pleased to inform that in spite of difficult times, your Company, based on its intrinsic strength, has extended its performance. Gross income from operations increased tenfold to Rs. 206.62 Lac during the year in comparison to last years'' figure of Rs. 20.10 Lac whereas Net Income stood at Rs. 105.14 Lac in comparison to last years'' amount of Rs. 7.97 Lac.

The Company is in to the Business of providing Inter-Corporate Deposits, part of loan syndication of Business, to Corporate Houses and HNIs as well as investing its surplus fund in Equity Market. The Company has also entered into the business of Infra-project from where the Company has made handsome profit.

FUTURE PLANS

Your Company has done well in current financial year. The Company has registered a top line growth of ten times in comparison to last years'' figure. We feel that this is a remarkable performance for the Company even in bad phase of economy. The Company has expanded its business and has done well in spite of adverse Market scenario and tight monetary situation. Your Company is willing to continue to carry these good activities and thus to deliver to its'' investors who have shown faith by investing in the Company. The Company is expanding its activities in Infra-Projects and is hopeful of doing well from this new added segment also.

DIVIDEND

In view to conserve resources and to implement its future plans, your Directors do not recommend any Dividend for the year under review.

SUBSIDIARY COMPANY

The Company does not have any subsidiary Company.

MANAGEMENT DISCUSSION & ANALYSIS

As required by Clause 49 of Listing Agreement, the Management Discussion and Analysis is annexed and forms part of the Directors'' Report.

MANAGEMENT

There is no Change in Management of the Company during the year under review.

DIRECTORS

There is no change in composition of Board during the Financial Year under review.

In accordance with the provisions of Act and Articles of Association of your Company, Mr. S. Krishna Rao, Director of your Company, retires by rotation and are due for election at the ensuring Annual General Meeting. Mr. S. Krishna Rao, being eligible, offers himself for re-appointment.

The Board recommends the appointment of Mr. S. Krishna Rao pursuant to the applicable provisions of the Act. The resolutions seeking your approval on this item along with the requisite disclosures/explanatory statement are included in the Notice for convening the Annual General Meeting.

Further, none of the Directors of the Company are disqualified under section 274(1 )(g) of the Companies Act 1956.

FURTHER ISSUE OF SHARES ON PREFERENTIAL BASIS

During the Year, the Company has issued 98.50 Lac Equity Shares of Rs. 10/- each to Non- Promoters at a price of Rs. 15/- per Shares including Premium of Rs. 5/- each Shares.

SUB-DIVISION IN FACE VALUE OF EQUITY SHARES

During the Year, the Company has sub-divided its Face Value of Equity Shares from Rs. 10/- to Rs. 1/- in order to create liquidity in the stock market.

CHANGE IN SITUATION OF REGISTERED OFFICE

During the Year, the Company has applied to Company Law Board for change in situation of Registered Office from the state of Punjab to State of Maharashtra.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies (Amendment) Act, 2000 the Directors confirm that:

1. In the preparation of the annual accounts, for the year ended 31st March 2013, all the applicable accounting standards prescribed by the Institute of Chartered Accountants of India have been followed;

2. The Directors had adopted 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 of the Company for that period;

3. 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; and

4. The Annual Accounts have been prepared on the historical cost convention, a going concern basis and on accrual basis.

STATUTORY INFORMATION

The Company being basically in the media sector, requirement, regarding and disclosures of Particulars of conservation of energy and technology absorption prescribed by the rule is not applicable to us.

INFORMATION TECHNOLOGY

Your Company believes that in addition to progressive thought, it is imperative to invest in information and technology to ascertain future exposure and prepare for challenges. In its endeavor to obtain and deliver the best, your Company has tie-ups with an IT solution Company to harness and tap the latest and the best of technology in the world and deploy/absorb technology wherever feasible, relevant and appropriate.

RESEARCH & DEVELOPMENT

The Company believes that technological obsolescence is a reality. Only progressive research and development will help us to measure up to future challenges and opportunities. We invest in and encourage continuous innovation. During the year under review, expenditure on research and development is not significant in relation to the nature size of operations of your Company.

AUDITORS

The Auditors M/s Pradeep Gupta, Chartered Accountants, Mumbai hold the office until the conclusion of ensuing Annual General Meeting. Your Company has received certificate from the Auditors u/s 224(1 B) of the Companies Act, 1956 to the effect that their reappointment if made, will be within the limit prescribed. The shareholders are requested to appoint Auditors and fix their remuneration.

COMMENTS ON AUDITOR''S REPORT :

The notes referred to in the Auditor''s Report are self explanatory and as such they do not call for any further explanation as required under section 217(3) of the Companies Act, 1956.

PARTICULARS OF EMPLOYEES

The information as required by provisions of section 21 7(2A) of the Companies Act, 1956 read with the companies (Particular of employees) amendments rules, 1975 is reported to be NIL.

PARTICULARS UNDER SECTION 217 (1) (E) OF THE COMPANIES ACT, 1956

The Company is having no business other than the business of Investing in Securities Market as well as lending money to Corporate and HNIs during the year under review and hence the information regarding conservation of energy, Technology Absorption, Adoption and innovation, the information required under section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules 1988, is reported to be NIL.

FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company has not earned or used foreign exchange earnings/outgoings during the year under review.

PUBLIC DEPOSITS

During the year under review, your Company has not accepted any deposits from the public within the meaning of section 58A of the Companies Act 1956 and the rules there under.

REPORT ON CORPORATE GOVERNANCE

The Company conforms to the norms of Corporate Governance as envisaged in the Companies Act, 1956 and the Listing Agreement with the Bombay Stock Exchange Limited. Pursuant to Clause 49 of the Listing Agreement, a Report on the Corporate Governance and the Auditors Certificate on Corporate Governance are annexed to this report.

APPRECIATION

Your Directors wish to place on record their appreciation towards the contribution of all the employees of the Company and their gratitude to the Company''s valued customers, bankers, vendors and members for their continued support and confidence in the Company.

Mumbai, May 29, 2013 By order of the Board

For Global Infratech & Finance Limited

Registered Office :

106, Sagar Shopping Centre, J. P. Road, Pravin Sawant

Andheri (W), Mumbai-400 058 Managing Director

---

Mar 31, 2012

The Directors have pleasure in presenting the 17th Annual Report of your Company together with the Audited Statements of Accounts for the year ended March 31, 2012.

(Rs. in Lacs)

FINANCIAL HIGHLIGHTS Year Ended Year Ended 31.03.2012 31.03.2011

Income 191.00 8.90

Profit before Tax & extraordinary item 11.39 6.91

Less : Provision for Taxation 3.42 0.00

Profit after Tax 7.97 6.91

Add: Profit/(Loss) brought forward from Previous Year (19.09) (26.00)

Balance carried forward (11.12) (19.09)

BUSINESS OPERATIONS

The Business environment remains extremely challenging and the recessionary economic conditions leading to slowdown in demand and inflation pushed scale up of input costs left its adverse imprint on overall performance for 2011-2012. Directors are pleased to inform that in spite of difficult times, your Company, based on its intrinsic strength, has broadly maintained its performance. Gross income from operations remained remarkable figure of Rs. 191.00 Lac during the year.

The Company is in to the Business of lending its surplus fund in Capital and Money Market as well as to lending money to Corporate and HNIs.

FUTURE PLANS

The Company is looking to diversify its business into the era of Infrastructure, Reality and Technology sector apart from Investing in Capital and Money Market. During the year, the Company raised money from Capital Market by way of allotment of Equity Shares to strategic investors. The Company is hopeful of grow its business tremendously during the year both in term of volume and earning and thus is hopeful of delivering some part of profit to its potential investors who have invested its hard earned money in the Shares of Company.

DIVIDEND

In view of meager profit as well as due to carried forward losses, your Directors do not recommend any Dividend for the year under review.

SUBSIDIARY COMPANY

The Company does not have any material non-listed Indian subsidiary whose turnover or net worth (i.e. paid-up capital and free reserves exceeding 20% of the consolidated turnover or networth respectively, of the listed holding company and its subsidiaries in the immediately preceding accounting year.

MANAGEMENT DISCUSSION & ANALYSIS

As required by Clause 49 of Listing Agreement, the Management Discussion and Analysis is annexed and forms part of the Directors' Report.

MANAGEMENT

There is no Change in Management of the Company during the year under review.

DIRECTORS

In accordance with the provisions of Act and Articles of Association of your Company, Mr. Ashok Bothra, Director of your Company, retires by rotation and are due for election at the ensuring Annual General Meeting. Mr. Ashok Bothra, being eligible, offers himself for re- appointment.

The Board recommends the appointment of Mr. Ashok Bothra pursuant to the applicable provisions of the Act. The resolutions seeking your approval on this item along with the requisite disclosures/explanatory statement are included in the Notice for convening the Annual General Meeting.

During the year Mr. Navpreet Mago and Mr. Ravinder Singh have resigned from the Board due to their pre occupancy. Your Directors wish to place on record their appreciation for the contributions made by both Mr. Navpreet Mago and Mr. Ravinder Singh during the period of his association with the Company.

Further, none of the Directors of the Company are disqualified under section 274(1)(g) of the Companies Act 1956.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies (Amendment) Act, 2000 the Directors confirm that:

1. In the preparation of the annuals accounts, for the year ended 31st March 2012, all the applicable accounting standards prescribed by the Institute of Chartered Accountants of India have been followed;

2. The Directors had adopted 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 of the Company for that period.

3. 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.

4. The Annual Accounts have been prepared on the historical cost convention, a going concern basis and on accrual basis.

STATUTORY INFORMATION

The Company being basically in the media sector, requirement, regarding and disclosures of Particulars of conservation of energy and technology absorption prescribed by the rule is not applicable to us.

INFORMATION TECHNOLOGY

Your Company believes that in addition to progressive thought, it is imperative to invest in research and development to ascertain future exposure and prepare for challenges. In its endeavor to obtain and deliver the best, your Company has entered into alliances/tie-ups with an IT solution Company to harness and tap the latest and the best of technology in the world and deploy/absorb technology wherever feasible, relevant and appropriate.

RESEARCH & DEVELOPMENT

The Company believes that technological obsolescence is a reality. Only progressive research and development will help us to measure up to future challenges and opportunities. We invest in and encourage continuous innovation. During the year under review, expenditure on research and development is not significant in relation to the nature size of operations of your Company.

AUDITORS

The Auditors M/s Pradeep Gupta, Chartered Accountants, Mumbai holds the office until the conclusion of ensuing Annual General Meeting. Your Company has received certificate from the Auditors U/S 224(1B) of the Companies Act, 1956 to the effect that their reappointment if made, will be within the limit prescribed. The shareholders are requested to appoint Auditors and fix their remuneration.

COMMENTS ON AUDITOR'S REPORT :

The notes referred to in the Auditor's Report are self explanatory and as such they do not call for any further explanation as required under section 217(3) of the Companies Act, 1956.

PARTICULARS OF EMPLOYEES

The information as required by provisions of section 217(2A) of the Companies Act, 1956 read with the companies (Particular of employees) amendments rules, 1975 is reported to be NIL.

PARTICULARS UNDER SECTION 217 (1) (E) OF THE COMPANIES ACT, 1956

The Company is having no business other than the business of Investing in Securities Market as well as to lend money to Corporate and HNIs during the year under review and hence the information regarding conservation of energy, Technology Absorption, Adoption and innovation, the information required under section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules 1988, is reported to be NIL.

FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company has not earned or used foreign exchange earnings/outgoings during the year under review.

PUBLIC DEPOSITS

During the year under review, your Company has not accepted any deposits from the public within the meaning of section 58A of the Companies Act 1956 and the rules there under.

REPORT ON CORPORATE GOVERNANCE

The Company conforms to the norms of Corporate Governance as envisaged in the Companies Act, 1956 and the Listing Agreement with the Bombay Stock Exchange Limited. Pursuant to Clause 49 of the Listing Agreement, a Report on the Corporate Governance and the Auditors Certificate on Corporate Governance are annexed to this report.

APPRECIATION

Your Directors wish to place on record their appreciation towards the contribution of all the employees of the Company and their gratitude to the Company's valued customers, bankers, vendors and members for their continued support and confidence in the Company.

Ludhiana, May 30, 2012 By order of the Board

For Global Infratech & Finance Limited

Registered Office :

LIC Colony, Flat No. 731, Sector 32, Pravin Sawant

CHD Road, Ludhiana, Punjab-141 001 Managing Director