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Directors Report of Gilada Finance & Investments Ltd.
Mar 31, 2025
The Board of Directors is pleased to present the 31st Annual Report of Gilada Finance and Investments
Limited together with the audited financial statements for the year ended 31stMarch 2025.
1. FINANCIAL PERFORMANCE OF THE COMPANY:
The Board''s Report shall be prepared based on the standalone financial statem ents of the company.
Particulars 2024-25 fin Rs) 2023-24 fin Rs)
|
Total income |
7,10,05,007.80 |
6,52,94,573.92 |
|
Total Expenditure |
4,20,42,505.17 |
4,19,40,986.87 |
|
Profit Before Exceptional |
and 2,89,62,502.63 |
2,33,53,586.75 |
|
Exceptional item |
NIL |
NIL |
|
Profit Before Tax |
2,89,62,502.63 |
2,33,53,586.75 |
|
Tax Expense: |
||
|
(i) Current Tax (ii) Prior Year Tax (iii) Deferred Tax |
76,66,307.00 0.00 |
63,07,216.00 0.00 |
|
Profit /(Loss) for the period |
2,12,96,195.63 |
1,70,46,370.75 |
|
Earnings per Equity Share: on Rs. 5 face value Previous year on Rs. 10 face value (i) Basic (ii) Diluted |
1.52 1.52 |
1.21 1.21 |
2. STATE OF THE COMPANY''S AFFAIRS:
During the year under review, your Company has successfully grown its AUM to Rs.29.68 crores from
Rs.29.55 crores as compared to the previous year. The revenues from operations increased to Rs.
6.76 Crores during the financial year 2024-25 as against Rs. 6.25 Crores during the previous year.
The net profit after tax improved to Rs. 2.12 Crores as compared to Rs. 1.70 Crores in the previous
year.
The Company will continue its focus on Business loans to Small & Medium Enterprises (SMEs),
Mortgage loans, Working capital loans and Vehicle loans. The Company has its presence in the State
of Karnataka through Branches in Bangalore, Gulbarga, Sindagi and Bidar. The Company plans to
grow its Loan portfolio by increasing the productivity and with the existing infrastructure. It has also
got term loans from a Public Sector Bank, Co-operative Bank, Credit Co-operative Society and Non¬
Banking Financial Company.
3. SHARE CAPITAL:
The paid up equity share capital of the company as on 31st March 2025 was Rs. 7.02 Crores
There was no public issue, rights issue, or preferential issue, etc. during the year under review. The
Company has not issued shares with differential voting rights or sweat equity shares.
The Authorized Share Capital of the Company is Rs. 10 Crores/- (Rupees Ten Crores only) divided
into 2 Crore (Two Crore only) Equity Shares of Rs.5/- (Rupees Five) each.
4. TRANSFER TO RESERVES:
Your Company has transferred a sum of Rs. 42.59 lakhs to Statutory Reserve as required under the
Reserve Bank of India Act, 1934. The Company has not transferred any amount to General Reserve
during the year under review.
5. DIVIDEND:
With the view to conserve resources, your Directors are unable to declare any dividend for the year
under review.
The unclaimed/ unpaid dividend of Rs. 31,912 is pertaining to the financial year 2017-18.
6. MATERIAL CHANGES AND COMMITMENTS. IF ANY. AFFECTING THE FINANCIAL
POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL
YEAR TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT i.e.
AFTER 31st MARCH. 2025 BEFORE DATE OF SIGNATURE OF DIRECTORS'' REPORT:
There have been no material changes and commitments that affect the financial position of the
company which have occurred between the end of the financial year of the company to which the
financial statements relate and the date of the report except the changes mentioned below:
a) App ointment of Internal Auditor
M/s. Devraj Chauhan and Associates has been appointed as an Internal Auditor of the Company for
the Financial Year 2025-26. The same is approved by the members in the Audit Committee meeting
held on 30th May, 2025.
b) Appointment of Secretarial Auditor
M/s. Sand and Associates has been appointed as Secretarial Auditor of the Company for the Financial
Year 2025-26. The same is approved by the Board of Directors in the Board meeting held on 30th
May, 2025.
7. CHANGE IN THE NATURE OF BUSINESS. IF ANY:
There has been no change in the business of the Company during the year under review.
8. NAMES OF THE COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES.
IOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR ALONG WITH REASONS:
The Company has no subsidiaries and associate Company. Further during the year under review the
Company has not entered into any joint ventures agreement with any other Company.
9. RBI GUIDELINES:
The Company fulfills all the norms and standards applicable to NBFCs as set out by Reserve Bank of
India (RBI). Your Company is well capitalized and has a capital adequacy ratio of 59.08% as against
the 15% norm prescribed by the Regulator for NBFCs. This high CRAR will enable the Company to
increase its loan volumes by resorting to higher leveraging of debt.
10. CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL DURING THE YEAR:
(i) Mr. Sampathkumar Shankarlal Gilada (DIN: 02144736) retires by rotation at the forthcoming
Annual General Meeting and being eligible, offers herself for reappointment.
(ii) Mr. Om Prakash Asava ceased to hold office as an Independent Director of the Company
with effect from 29th August 2024 due to his sudden and untimely death.
(iii) Mrs. Mohita Agarwal Company Secretary and Compliance officer of the company tendered her
resignation on 04th December 2024 and served the office till 31st March 2025.
(iv) Mrs. Chaitra G S an associate member of Institute of Company Secretaries of India has been
appointed as the Company Secretary and Compliance Officer of the Company w.e.f 2 nd April 2025.
The resolution for the same place before the board in the Board Meeting held on 30 th May 2025
(v) Mr. Ramanathan was appointed as an Additional Director of the Company with effect from
30th May 2025. His appointment as an Independent Director for a term of five consecutive
years will be placed for approval of the shareholders at the ensuing Annual General Meeting
scheduled to be held on 01st September 2025
11. NUMBER OF BOARD & COMMITTEE MEETINGS:
During the year Five (5) Board Meetings, Five (5) Audit Committee Meetings, Two (2) Nomination
and Remuneration Committee Meetings, one (1)Stakeholders Relationship Committee Meeting and
One (1) Independent Directors Meeting were convened and held, the details of which are furnished
in the Corporate Governance Report. The intervening gap between the Meetings was within the
period prescribed under the Companies Act, 2013.
12. ANNUAL EVALUATION OF BOARD PERFORMANCE AND PERFORMANCE OF ITS
COMMITTEES AND OF INDIVIDUAL DIRECTORS:
Pursuant to the provisions of the Act and Listing Regulations, the Board has carried out an annual
evaluation of its own performance, performance of the Directors individually as well as the
evaluation of the working of its Committees.
The Nomination and Remuneration Committee has defined the evaluation criteria, procedure and
time schedule for the Performance Evaluation process for the Board, its Committees and individual
Directors, including the Chairman of the Company. The above criteria are broadly based on the
Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on 5th
January, 2017.
For evaluating the Board as a whole, views were sought from the Directors on various aspects of the
Board''s functioning such as degree of fulfilment of key responsibilities, Board Structure and
composition, establishment, delineation of responsibilities to various committees, effectiveness of
Board processes, information and functioning, Board culture and dynamics, quality of relationship
between the Board and the management.
Similarly, views from the D irectors were also sought on performance of individual Directors covering
various aspects such as attendance and contribution at the Board/Committee Meetings and
guidance/support to the management outside Board/Committee Meetings. In addition, the chairman
was also evaluated on key aspects of his role, including setting the strategic agenda of the Board,
encouraging active engagement by all Board members and promoting effective relationships and
open communication, communicating effectively with all stakeholders and motivating and providing
guidance to the Executive Director.
Areas on which the Committees of the Board were assessed included degree of fulfilment of key
responsibilities, adequacy of Committee composition, effectiveness of meetings, Committee
dynamics and quality of relationship of the Committee with the Board and the Management.
The performance evaluation of the Independent Directors was carried out by the entire Board. The
performance evaluation of the Chairman and the Non-Independent Directors was carried out by the
Independent Directors who also reviewed the performance of the Board as a whole. The Nomination
and Remuneration Committee also reviewed the performance of the Board, its Committees and of
individual Directors.
13. DECLARATION BY AN INDEPENDENT DIRECTOR(S) AND RE- APPOINTMENT, IF ANY:
The Company has received necessary declaration from each Independent Director of the Company
under Section 149 (7) of the Companies Act, 2013 that the Independent Directors of the Company
meet with the criteria of their Independence laid down in Section 149 (6).
Mr. K V Prabhakar, has been appointed as an Independent Director for another term of 5 years in
the Annual General Meeting held on 30th September, 2022. He has successfully qualified the Online
Proficiency Self-assessment test for Independent Director''s Databank on April 14, 2020 as per IICA
(Indian Institute of Corporate Affairs) in compliance with Rule 6(1) of the Companies (Appointment
and Qualification of Directors) Rules, 2014.
Mr. D N Gopal, has been appointed as an Independent Director for a term of 5 years in the Annual
General Meeting held on 30th September, 2021.He has successfully qualified the Online Proficiency
Self-assessment test for Independent Director''s Databank on September 04, 2020 as per IICA (Indian
Institute of Corporate Affairs) in compliance with Rule 6(1) of the Companies (Appointment and
Qualification of Directors) Rules, 2014.
Mr. A Ramanthan appointed as an Additional Director of the Company with effect from 30th
May 2025 to hold office till the conclusion of the ensuing Annual General Meeting and subject
to the approval of the members in the ensuing General Meeting, for appointment as an
Independent Director to hold office for a term of five consecutive years from the date of
ensuing general meeting.
14. 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:
The Nomination and Remuneration Committee develops the competency requirements of the Board
based on the industry and the strategy of the Company, conducts a gap analysis and recommends the
reconstitution of the Board, as and when required. It also recommends to the Board, the appointment
of Directors having good personal and professional reputation and conducts reference checks and
due diligence of all Directors before recommending them to the Board. Besides the above, the
Nomination and Remuneration Committee ensures that the new Directors are familiarized with the
operations of the Company and endeavors to provide relevant training to the Directors.
In accordance with the provisions of Section 178 of the Act, the Board of Directors have adopted a
Policy on Remuneration for the Directors, key managerial personnel and other employees.
The Remuneration Policy for Directors, Key Managerial Personnel (âKMPâ] and all other employees
is aligned to the philosophy on the commitment of fostering a culture of leadership with trust. The
Remuneration Policy aims to ensure that the level and composition of the remuneration of the
Directors, KMP and all other employees is reasonable and sufficient to attract, retain and motivate
them to successfully run the Company.
Salient features of the Remuneration Policy, inter alia includes
⢠Remuneration in the form of Sitting Fees and Commission to be paid to Independent Directors and
Non-Independent Non-Executive Directors, in accordance with the provisions of the Act and as
recommended by the Nomination and Remuneration Committee;
⢠Remuneration to Managing Director / Executive Directors / KMP and all other employees is
reasonable and sufficient to attract, retain and motivate them to run the Company successfully and
retain talented and qualified individuals suitable for their roles, in accordance with the defined terms
of remuneration mix or composition; and
⢠No remuneration would be payable to Directors for services rendered in any other capacity unless
the services are of a professional nature and the Nomination and Remuneration Committee is of the
opinion that the Director possesses requisite qualification for the practice of the profession and
approval of the Central Government has been received, if required, for paying the same.
The Remuneration Policy of the Company are made available on the Company''s website at
www.giladafinance.com/wp-content/uploads/2024/08/NOMINATION-AND-REMUNERATION-
POLICY-FOR-DIRECTORS-KEY-MANAGERIAL-PERSONNEL-AND-OTHER-EMPLOYEES.pdf
15. PARTICULARS OF EMPLOYEE AND RELATED DISCLOSURE
Disclosures with respect to the remuneration of Directors and employees as required under Section
197(12) of the Act and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 (Rules) have been appended as an Annexure III to this Annual Report.
16. STATUTORY AUDITORS:
The Statutory Auditor of your Company, M/s BENNUR NAGARAJA & CO, Chartered Accountants,
Bangalore were appointed for a term of 5 (Five) consecutive years at the 27th Annual General Meeting
(AGM) held on 30thSeptember, 2021 to hold office till the conclusion of the 32nd Annual General
Meeting of the Company to be held in the year 2026.
The Auditors'' Report for the financial year ended 31st March, 2024 on the financial statements of the
Company is a part of this Annual Report.
The observations made in the Auditor''s Report of M/s. BENNUR NAGARAJA & CO, Chartered
Accountants, read together with relevant notes thereon, are self-explanatory and hence do not call
for any comments.
17. DETAILS IN RESPECT OF THE FRAUDS REPORTED BY THE AUDITOR UNDER SUB SECTION
12 OF SECTION 143 :
There were no instances of fraud reported by the auditors during the year.
18. EXPLANATIONS OR COMMENTS BY THE BOARD ON EVERY QUALIFICATION. RESERVATION
OR ADVERSE REMARK OR DISCLAIMER MADE:
A. By the Auditor
|
S.No. |
Qualification, Reservation Or |
Comments by the Board of |
|
1. |
There is a disputed income tax liability |
The cash remitted by the company |
|
2. |
The Company has taken registration |
The Company has taken registration Further, as far as registration with |
|
3. |
Repayment to Maheshwari Souharda |
There was delay in few instances. |
B. By the Secretarial Auditor
|
S.No. |
Qualification, Reservation Or |
Comments by the Board of |
|
Adverse Remark |
Director |
|
|
1. |
The Company received notice from the |
The Company did not receive any |
|
Stock Exchange (BSE) dated 04th |
further notice from the Stock |
|
|
August, 2020 for Non-compliance with |
Exchange till date on this matter. |
|
In response to the said waiver request |
||
|
2. |
During the period under review the |
The delay was due to technical |
19. A DISCLOSURE. AS TO WHETHER MAINTENANCE OF COST RECORDS AS SPECIFIED BY
THE CENTRAL GOVERNMENT UNDER SUB-SECTION (1) OF SECTION 148 OF THE COMPANIES
ACT, 2013, IS REQUIRED BY THE COMPANY AND ACCORDINGLY SUCH ACCOUNTS AND
RECORDS ARE MADE AND MAINTAINED:
In view of the same and in terms of the provisions of Section 148 and all other applicable provisions
of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014, the Company
is exempt from requirements of cost audit.
20. SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT:
Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors had appointed CS Varun
Nashine, Practising Company Secretary (Membership No. 49574), to undertake the Secretarial Audit
of the Company, for FY 2025-26. The Secretarial Audit Report, in the prescribed Form No. MR-3, is
annexed as Annexure ''IV''.
21. DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS:
The Board has adopted policies and procedures for ensuring the orderly and efficiently conduct of its
business, including adherence to the Company''s policies, the safe guarding of its assets, the
prevention and detection of frauds and errors, the accuracy and completeness of the accounting
records, and timely disclosure of financial disclosures.
22. VIGIL MECHANISM:
In pursuance to the provisions of section 177(9) & (10) of the Companies Act, 2013, and Regulation
22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Vigil
Mechanism for directors and employees to report genuine concerns has been established. The Vigil
Mechanism Policy is uploaded on the website of the Company at www.giladafinance.com/wp-
content/uploads/2023/04/Vigil-Mechnaism-Policy.pdf.
23. COMMITTEES FORMED
A) Audit Committee
In compliance with Section 177(8) of the Companies Act, 2013 the details regarding Audit Committee
is provided under Corporate Governance Report which forms part of Annual Report.
There was no instance during FY''25, where the Board had not accepted any recommendation of the
Audit Committee.
B) Nomination and Remuneration Committee
In compliance with Section 178(1) of the Companies Act 2013 the company has constituted the
Nomination and Remuneration Committee the details regarding the same is provided under
Corporate Governance Report which forms the part of Annual Report.
C) Stakeholder Relationship Committee
In compliance with Section 178(5) of the Companies Act 2103 the company has constituted the
Stakeholder Relationship Committee the details regarding the same is provided under Corporate
Governance Report which forms the part of Annual Report
24. CREDIT RATING
ACUITE Rating and Research has assigned a ACUITE BB- rating to the long-term facilities of your
Company during the reported Financial Year. The total Quantum Rated is 5.00 Crores. This rating is
applicable to facilities having a tenure of more than one year. The Credit Rating received is uploaded
on the website of the Company at https://www.giladafinance.com/credit-rating/.
25. LISTING OF SHARES
The equity shares of the Company are listed on the Bombay Stock Exchange (BSE], The listing fee for
the year 2024-25 has already been paid to the credit of the Stock Exchange,
26. RISK MANAGEMENT POLICY:
The Company has adopted a Risk Management Policy in accordance with the provisions of the Act, It
establishes various levels of risks with its varying levels of probability, the likely impact on the
business and its mitigation measures,
The Internal Auditor evaluates the execution of Risk Management Practices in the Company, in the
areas of risk identification, assessment, monitoring, mitigation and reporting, Asset Liability Risk
Management and IT Strategy and Steering Committee oversees the Risk Management and reports to
the Audit Committee as well as the Board of Directors about risk assessment and management
procedures and status from time to time,
The Policy is updated on the website of the company at https://www,giladafinance,com/wp-
content/uploads/2025/05/RISK-MANAGEMENT-POLICY.pdf.
27. ANNUAL RETURN:
Pursuant to Section 92(3] read with Section 134(3](a] of the Act, the Annual Return as on
March 31, 2025 is available on the website of the Company at
https: //www, giladafinance ,com/annual -returns /,
28. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR
COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S
OPERATIONS IN FUTURE:
There are no significant and material orders passed by the Regulators or Courts or Tribunal
impacting the going concern status and company''s operations in future,
29. DETAILS OF DEPOSITS:
The details relating to deposits, covered under Chapter V of the Act and in term of the disclosure
required under section 134(3] read with rule 8(5] of the Companies (Accounts] Rules, 2014, it is
hereby stated that:
During the year, the company has not accepted from the public any deposits within the meaning of
Section 73 of the Companies Act, 2013 read with the Companies (Accepting of Deposits] Rules, 2014,
Further as the company has not accepted any deposits from the public, the Company is not required
to comply with the directions issued by the Reserve Bank of India under Non-Banking Financial
Companies (Reserve Bank] Directions, 1998 with respect to public deposits,
30. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE
COMPANIES ACT. 2013:
Pursuant to Section 186(11) (a) of the Act read with Rule 11(2) of the Companies (Meetings of Board
and its Powers) Rules, 2014, the loan made, guarantee given or security provided in the ordinary
course of business by a Non-Banking Financial Company (NBFC) registered with Reserve Bank of
India are exempt from the applicability of provisions of Section 186 of the Act. As such the particulars
of loans and guarantees have not been disclosed in this Report. The details of the Investments of the
Company are furnished under Note 4 of Notes forming part of the Financial Statements for the year
ended 31st March, 2025.
31. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
All contracts/arrangement/transactions entered by the Company during FY2024-25 with related
parties were incompliance with the applicable provisions of the Act and SEBI Listing Regulations.
Prior omnibus approval of the Audit Committee is obtained for all related party transactions which
are foreseen and of repetitive nature. Pursuant to the said omnibus approval, details of transaction
entered into is also reviewed by the Audit Committee on a quarterly basis.
All contracts/ arrangements/ transactions entered into by the Company during the 0nancial year
with the Related Parties are at arm''s length basis and in the ordinary course of business.
A Statement containing the details of material contracts or arrangements or transactions with
Related Parties on an arm''s length basis with respect to transactions as required under Section
188(1) of the Act, in the prescribed Form No.AOC-2, is attached as AnnexureII.
Further, details of Related Party Transactions as required to be disclosed by Ind AS- 24 on "Related
Party Disclosuresâ specified under Section 133 of the Act read with Rule 7 of the Companies
(Accounts) Rules, 2014, are given in the Note 11 in heading B- Notes on Accounts to the financial
statements.
32. CERTIFICATE ON CORPORATE GOVERNANCE REPORT:
Pursuant to the SEBI Listing Regulations, 2015, a separate chapter titled Corporate Governance has
been included in this Annual Report as Annexure V.
The Certificate from the Statutory Auditors of the Company regarding compliance of conditions of
corporate governance is annexed to this Report.
33. MANAGEMENT DISCUSSION AND ANALYSIS:
The Management Discussion and Analysis Report forms part of this Annual Report for the year ended
31stMarch, 2025, has been provided in Annexure- VI in this Annual Report.
34. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT
WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:
In order to prevent sexual harassment of women at work place a new act, The Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 has been notified on 9th
December, 2013. Under the said Act every company is required to set up an Internal Complaints
Committee to look into complaints relating to sexual harassment at work place of any women
employee.
The Company has adopted a policy for prevention of Sexual Harassment of Women at workplace and
has set up Committee for implementation of said policy. During the year Company has not received
any complaint of harassment. The policy is available on the website of the Company at
https://www.giladafinance.com/wp-content/uploads/2023/06/POSH-POLICY.pdf.
35. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN
EXCHANGE EARNINGS AND OUTGO:
The details of conservation of energy, technology absorption, foreign exchange earnings and outgo
are as follows:
a) Conservation of energy
|
(i) |
the steps taken or impact on conservation of |
Your company''s operation do not |
|
(ii) |
the steps taken by the company for utilizing |
|
|
(iii) |
the capital investment on energy conservation |
(b) Technology absorption
|
(i) |
the efforts made towards technology absorption |
Technology absorption is not |
|
(ii) |
the benefits derived like product improvement, |
applicable. |
|
(iii) |
in case of imported technology (imported during |
The Company has not incurred any |
|
(a) the details of technology imported |
development during the year under |
|
|
(b) the year of import; |
review. |
|
|
(c) whether the technology been fully absorbed |
||
|
(d) if not fully absorbed, areas where absorption |
||
|
(iv) |
the expenditure incurred on Research and |
(c) Foreign exchange earnings and Outgo
|
(a) Foreign Exchange Earnings: |
NIL |
|
(b) Foreign Exchange Outgo: |
NIL |
36. CORPORATE SOCIAL RESPONSIBILITY (CSR):
The criteria for setting up Corporate Social Responsibility as prescribed by the notification issued by
the Ministry of Corporate Affairs dated 27th February 2014 read with section 135 of the Companies
Act, 2013 and Companies (Corporate Social Responsibility Policy) Rules, 2014 are presently not
applicable to the Company.
37. DIRECTORS'' RESPONSIBILITY STATEMENT:
The Directors'' Responsibility Statement referred to in Sub-clause (c) of Clause (3) of Sub-Section (5)
of Section 134 of the Companies Act, 2013, shall state that:â
(a) in the preparation of the annual accounts, the applicable accounting standards had been
followed along with proper explanation relating to material departures;
(b) the directors had selected such accounting policies and applied them consistently and made
judgments and estimates that are reasonable and prudent so as to give a true and fair view of the
state of affairs of the company at the end of the financial year and of the profit and loss of the company
for that period;
(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting
records in accordance with the provisions of this Act for safeguarding the assets of the company and
for preventing and detecting fraud and other irregularities;
(d) the directors had prepared the annual accounts on a going concern basis;
(e) the directors had laid down internal financial controls to be followed by the company and that
such internal financial controls are adequate and were operating effectively; and
(f) the directors had devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.
38. SECRETARIAL STANDARDS:
The Company is in compliance with the Secretarial Standards on Meetings of the Board of Directors
(SS - 1) and General Meetings (SS-2) issued by the Institute of Company Secretaries of India and
approved by the Central Government.
39. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONGWITH
THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR:
There is no application made or any proceeding pending under the Insolvency and Bankruptcy Code,
2016 (31 of 2016) during the financial year 2024-25.
40. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME
OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE
BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF.
This clause is not applicable to our Company.
41. ACKNOWLEDGEMENTS:
The continued co-operation and support of its loyal customers has enabled the Company to make
every effort in understanding their unique needs. Our employees at all levels, have been core to our
existence and their hard work, cooperation and support is helping us as a Company face all
challenges. Our Company is always grateful for their efforts. The flagbearers of fair play and
regulations, which includes the regulatory authorities, the esteemed league of bankers, financial
institutions, rating agencies, stock exchanges and depositories, auditors, legal advisors, consultants
and other stakeholders have all played a vital role in instilling transparency and good governance.
The Company deeply acknowledges their support and guidance.
FOR GILADA FINANCE AND INVESTMENTS LIMITED
Sd/
Sd/-
RAJGOPAL GILADA SAMPATHKUMAR GILADA
MANAGING DIRECTOR DIRECTOR
DIN: 00307829 DIN: 02144736
DATE: 08 AUGUST, 2025
PLACE: BANGALORE
Mar 31, 2024
The Board of Directors is pleased to present the 30thAnnual Report of Gilada Finance and
Investments Limited together with the audited financial statements for the year ended
31stMarch 2024.
1. FINANCIAL PERFORMANCE OF THE COMPANY:
The Boardâs Report shall be prepared based on the standalone financial statements of the
company.
|
Particulars |
2023-24 (In Rs) |
2022-23 (In Rs) |
|
Total Income |
6,52,94,573.92 |
5,81,48,865.93 |
|
Total Expenditure |
4,19,40,986.87 |
3,76,68,476.84 |
|
Profit Before Exceptional and |
2,33,53,586.75 |
2,04,80,389.09 |
|
Exceptional Item |
NIL |
NIL |
|
Profit Before Tax |
2,33,53,586.75 |
2,04,80,389.09 |
|
(i) Current Tax (ii) Prior Year Tax |
63,07,216.00 |
47,94,265.00 |
|
(iii) Deferred Tax |
0.00 |
5,22,096.00 |
|
Profit / (Loss) for the period |
1,70,46,370.75 |
1,51,64,028.09 |
|
Previous year on Rs. 10 face value |
1.21 |
1.08 |
|
(ii) Diluted |
1.21 |
1.08 |
2. STATE OF THE COMPANY''S AFFAIRS:
During the year under review, your Company has successfully grown its AUM to Rs.29.55
crores from Rs.19.31 crores as compared to the previous year. The revenues from operations
increased to Rs. 6.25 Crores during the financial year 2023-24 as against Rs. 4.33 Crores
during the previous year. The net profit after tax improved to Rs. 1.70 Crores as compared
to Rs. 1.51 Crores in the previous year.
The Company will continue its focus on Business loans to Small & Medium Enterprises
(SMEs), Mortgage loans, Working capital loans and Vehicle loans. The Company has its
presence in the State of Karnataka through Branches in Bangalore, Gulbarga, Sindagi and
Bidar. The Company plans to grow its Loan portfolio by increasing the productivity and with
the existing infrastructure. It has also got term loans from a Public Sector Bank, Co¬
operative Bank, Credit Co-operative Society and Non-Banking Financial Company.
3. SHARE CAPITAL:
The paid up equity share capital of the company as on 31st March 2024 was Rs. 7.02 Crores
There was no public issue, rights issue, or preferential issue, etc. during the year under
review. The Company has not issued shares with differential voting rights or sweat equity
shares.
The Authorized Share Capital of the Company is Rs. 10 Crores/- (Rupees Ten Crores only)
divided into 2 Crore (Two Crore only) Equity Shares of Rs.5/- (Rupees Five) each.
4. TRANSFER TO RESERVES:
Your Company has transferred a sum of Rs. 34.69 lakhs to Statutory Reserve as required
under the Reserve Bank of India Act, 1934. The Company has not transferred any amount
to General Reserve during the year under review.
5. DIVIDEND:
With the view to conserve resources, your Directors are unable to declare any dividend for
the year under review.
The unclaimed/ unpaid dividend of Rs. 31,912is pertaining to the financial year 2017-18.
6. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL
POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE
FINANCIAL YEAR TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE
OF THE REPORT i.e. AFTER 31st MARCH, 2024 BEFORE DATE OF SIGNATURE OF
DIRECTORS'' REPORT:
There have been no material changes and commitments that affect the financial position of
the company which have occurred between the end of the financial year of the company to
which the financial statements relate and the date of the report except the changes
mentioned below:
a) Appointment of Internal Auditor
M/s. Devraj Chauhan and Associates has been appointed as an Internal Auditor of the
Company for the Financial Year 2024-25. The same is approved by the members in the
Audit Committee meeting held on 24th May, 2024.
b) Appointment of Secretarial Auditor
M/s. Sand and Associates has been appointed as Secretarial Auditor of the Company for
the Financial Year 2024-25. The same is approved by the Board of Directors in the Board
meeting held on 24th May, 2024.
7. CHANGE IN THE NATURE OF BUSINESS, IF ANY:
There has been no change in the business of the Company during the year under review.
8. NAMES OF THE COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS
SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR
ALONG WITH REASONS:
The Company has no subsidiaries and associate Company. Further during the year under
review the Company has not entered into any joint ventures agreement with any other
Company.
9. RBI GUIDELINES:
The Company fulfills all the norms and standards applicable to NBFCs as set out by Reserve
Bank of India (RBI). Your Company is well capitalized and has a capital adequacy ratio
of62.84%as against the 15% norm prescribed by the Regulator for NBFCs. This high CRAR
will enable the Company to increase its loan volumes by resorting to higher leveraging of
debt.
10. CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL DURING THE
YEAR:
(i) Mrs. Bindu Rajgopal Gilada(DIN: 00392976) retires by rotation at the forthcoming
Annual General Meeting and being eligible, offers herself for reappointment.
11. NUMBER OF BOARD & COMMITTEE MEETINGS:
During the year Five (5) Board Meetings, Four(4) Audit Committee Meetings, Two (2)
Nomination and Remuneration Committee Meetings, one (1)Stakeholders Relationship
Committee Meeting and One (1) Independent Directors Meeting were convened and held, the
details of which are furnished in the Corporate Governance Report. The intervening gap
between the Meetings was within the period prescribed under the Companies Act, 2013.
12. ANNUAL EVALUATION OF BOARD PERFORMANCE AND PERFORMANCE OF ITS
COMMITTEES AND OF INDIVIDUALDIRECTORS:
Pursuant to the provisions of the Act and Listing Regulations, the Board has carried out an
annual evaluation of its own performance, performance of the Directors individually as well
as the evaluation of the working of its Committees.
The Nomination and Remuneration Committee has defined the evaluation criteria, procedure
and time schedule for the Performance Evaluation process for the Board, its Committees
and individual Directors, including the Chairman of the Company. The above criteria are
broadly based on the Guidance Note on Board Evaluation issued by the Securities and
Exchange Board of India on 5th January, 2017.
For evaluating the Board as a whole, views were sought from the Directors on various aspects
of the Boardâs functioning such as degree of fulfilment of key responsibilities, Board
Structure and composition, establishment, delineation of responsibilities to various
committees, effectiveness of Board processes, information and functioning, Board culture
and dynamics, quality of relationship between the Board and the management.
Similarly, views from the Directors were also sought on performance of individual Directors
covering various aspects such as attendance and contribution at the Board/Committee
Meetings and guidance/support to the management outside Board/Committee Meetings. In
addition, the chairman was also evaluated on key aspects of his role, including setting the
strategic agenda of the Board, encouraging active engagement by all Board members and
promoting effective relationships and open communication, communicating effectively with
all stakeholders and motivating and providing guidance to the Executive Director.
Areas on which the Committees of the Board were assessed included degree of fulfilment of
key responsibilities, adequacy of Committee composition, effectiveness of meetings,
Committee dynamics and quality of relationship of the Committee with the Board and the
Management.
The performance evaluation of the Independent Directors was carried out by the entire
Board. The performance evaluation of the Chairman and the Non-Independent Directors was
carried out by the Independent Directors who also reviewed the performance of the Board as
a whole. The Nomination and Remuneration Committee also reviewed the performance of
the Board, its Committees and of individual Directors.
13. DECLARATION BY AN INDEPENDENT DIRECTOR(S) AND RE- APPOINTMENT, IF
ANY:
The Company has received necessary declaration from each Independent Director of the
Company under Section 149 (7) of the Companies Act, 2013 that the Independent Directors
of the Company meet with the criteria of their Independence laid down in Section 149 (6).
Mr. K V Prabhakar, has been appointed as an Independent Director for another term of 5
years in the Annual General Meeting held on 30th September, 2022. He has successfully
qualified the Online Proficiency Self-assessment test for Independent Directorâs Databank
on April 14, 2020 as per IICA (Indian Institute of Corporate Affairs) in compliance with Rule
6(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014.
Mr. D N Gopal, has been appointed as an Independent Director for a term of 5 years in the
Annual General Meeting held on 30th September, 2021.He has successfully qualified the
Online Proficiency Self-assessment test for Independent Directorâs Databank on September
04, 2020 as per IICA (Indian Institute of Corporate Affairs) in compliance with Rule 6(1) of
the Companies (Appointment and Qualification of Directors) Rules, 2014.
Mr. Om Prakash Asava, has been appointed as an Independent Director for a term of 5
years in the Extraordinary General Meeting held on 18thMarch, 2022. He has successfully
qualified the Online Proficiency Self-assessment test for Independent Directorâs Databank
on February 03,2022as per IICA (Indian Institute of Corporate Affairs) in compliance with
Rule 6(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014.
14. 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:
The Nomination and Remuneration Committee develops the competency requirements of the
Board based on the industry and the strategy of the Company, conducts a gap analysis and
recommends the reconstitution of the Board, as and when required. It also recommends to
the Board, the appointment of Directors having good personal and professional reputation
and conducts reference checks and due diligence of all Directors before recommending them
to the Board. Besides the above, the Nomination and Remuneration Committee ensures that
the new Directors are familiarized with the operations of the Company and endeavors to
provide relevant training to the Directors.
In accordance with the provisions of Section 178 of the Act, the Board of Directors have
adopted a Policy on Remuneration for the Directors, key managerial personnel and other
employees.
The Remuneration Policy for Directors, Key Managerial Personnel ("KMPâ) and all other
employees is aligned to the philosophy on the commitment of fostering a culture of leadership
with trust. The Remuneration Policy aims to ensure that the level and composition of the
remuneration of the Directors, KMP and all other employees is reasonable and sufficient to
attract, retain and motivate them to successfully run the Company.
Salient features of the Remuneration Policy, inter aliaincludes
⢠Remuneration in the form of Sitting Fees and Commission to be paid to Independent
Directors and Non-Independent Non-Executive Directors, in accordance with the provisions
of the Actand as recommended by the Nomination and Remuneration Committee;
⢠Remuneration to Managing Director / Executive Directors / KMP and all other employees
is reasonable and sufficient to attract, retain and motivate them to run the Company
successfully and retain talented and qualified individuals suitable for their roles, in
accordance with the defined terms of remuneration mix or composition; and
⢠No remuneration would be payable to Directors for services rendered in any other capacity
unless the services are of a professional nature and the Nomination and Remuneration
Committee is of the opinion that the Director possesses requisite qualification for the
practice of the profession and approval of the Central Government has been received, if
required, for paying the same.
The Remuneration Policy of the Company are made available on the Companyâs website at
www. giladafinance. com
15. PARTICULARS OF EMPLOYEE AND RELATED DISCLOSURE
Disclosures with respect to the remuneration of Directors and employees as required under
Section 197(12) of the Act and Rule 5(1) of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 (Rules) have been appended as an Annexure III to this
Annual Report.
16. STATUTORY AUDITORS:
The Statutory Auditor of your Company, M/s BENNUR NAGARAJA & CO, Chartered
Accountants ,Bangalore were appointed for a term of 5 (Five) consecutive years at the
27thAnnual General Meeting (AGM) held on 30thSeptember, 2021 to hold office till the
conclusion of the 32ndAnnual General Meeting of the Company to be held in the year 2026.
The Auditorsâ Report for the financial year ended 31st March, 2024 on the financial
statements of the Company is a part of this Annual Report.
The observations made in the Auditorâs Report of M/s. BENNUR NAGARAJA & CO,
Chartered Accountants, read together with relevant notes thereon, are self-explanatory and
hence do not call for any comments.
17. DETAILS IN RESPECT OF THE FRAUDS REPORTED BY THE AUDITOR UNDER SUB
SECTION 12 OF SECTION 143 :
There were no instances of fraud reported by the auditors during the year.
18. EXPLANATIONS OR COMMENTS BY THE BOARD ON EVERY QUALIFICATION,
RESERVATION OR ADVERSE REMARK OR DISCLAIMER MADE:
A. By the Auditor
|
S.No. |
Qualification, Reservation Or |
Comments by the Board of |
|
1. |
There is a disputed income tax |
The cash remitted by the company |
|
2. |
The Company has taken registration |
The Company has taken Further, as far as registration with |
|
3. |
During the period under Audit it was |
Written loan agreements have |
|
act 2013 are on the basis of oral |
B. By the Secretarial Auditor
|
S.No. |
Qualification, Reservation Or |
Comments by the Board of |
|
1. |
The Company received notice from In response to the said waiver request |
The Company did not receive any |
|
2. |
During the period under review the |
Due to unforeseen circumstances |
|
3 |
Intimation of the Board meeting held |
The delay made in filing of the |
|
4 |
During the period under Audit it was |
Written loan agreements have |
19. A DISCLOSURE, AS TO WHETHER MAINTENANCE OF COST RECORDS AS
SPECIFIED BY THE CENTRAL GOVERNMENT UNDER SUB-SECTION (1) OF SECTION
148 OF THE COMPANIES ACT, 2013, IS REQUIRED BY THE COMPANY AND
ACCORDINGLY SUCH ACCOUNTS AND RECORDS ARE MADE AND MAINTAINED:
In view of the same and in terms of the provisions of Section 148 and all other applicable
provisions of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules,
2014, the Company is exempt from requirements of cost audit.
20. SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT:
Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors had appointed
CS Varun Nashine, Practicing Company Secretary (Membership No. 49574), to undertake
the Secretarial Audit of the Company, for FY 2023-24. The Secretarial Audit Report, in the
prescribed Form No. MR-3, is annexed as Annexure âIIIâ.
21. DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS:
The Board has adopted policies and procedures for ensuring the orderly and efficiently
conduct of its business, including adherence to the Companyâs policies, the safe guarding of
its assets, the prevention and detection of frauds and errors, the accuracy and completeness
of the accounting records, and timely disclosure of financial disclosures.
22. VIGIL MECHANISM:
In pursuance to the provisions of section 177(9) & (10) of the Companies Act, 2013, and
Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015, a Vigil Mechanism for directors and employees to report genuine concerns has been
established. The Vigil Mechanism Policy is uploaded on the website of the Company at
www.giladafinance.com/wp-content/uploads/2023/04/Vigil-Mechnaism-Policy.pdf.
23. COMMITTEES FORMED
A) Audit Committee
In compliance with Section 177(8) of the Companies Act, 2013 the details regarding Audit
Committee is provided under Corporate Governance Report which forms part of Annual
Report.
There was no instance during FYâ24, where the Board had not accepted any recommendation
of the Audit Committee.
B) Nomination and Remuneration Committee
In compliance with Section 178(1) of the Companies Act 2013 the company has constituted
the Nomination and Remuneration Committee the details regarding the same is provided
under Corporate Governance Report which forms the part of Annual Report.
C) Stakeholder Relationship Committee
In compliance with Section 178(5) of the Companies Act 2103 the company has constituted
the Stakeholder Relationship Committee the details regarding the same is provided under
Corporate Governance Report which forms the part of Annual Report
24. CREDIT RATING
ACUITE Rating and Research has assigned a ACUITE BB Stable rating to the long-term
facilities of your Company during the reported Financial Year. The total Quantum Rated is
5.00 Crores. This rating is applicable to facilities having a tenure of more than one year. The
Credit Rating received is uploaded on the website of the Company at
https: / / www. giladafinance. com / credit-rating /.
25. LISTING OF SHARES
The equity shares of the Company are listed on the Bombay Stock Exchange (BSE). The
listing fee for the year 2023-24 has already been paid to the credit of the Stock Exchange.
26. RISK MANAGEMENT POLICY:
The Company has adopted a Risk Management Policy in accordance with the provisions of
the Act. It establishes various levels of risks with its varying levels of probability, the likely
impact on the business and its mitigation measures.
The Internal Auditor evaluates the execution of Risk Management Practices in the Company,
in the areas of risk identification, assessment, monitoring, mitigation and reporting. Asset
Liability Risk Management and IT Strategy and Steering Committee oversees the Risk
Management and reports to the Audit Committee as well as the Board of Directors about
risk assessment and management procedures and status from time to time.
The Policy is updated on the website of the company at https: / /www.giladafinance.com/wp-
content/uploads / 2024/05 / RISK-MANAGEMENT-POLICY.pdf.
27. ANNUAL RETURN:
Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on
March 31, 2023 is available on the website of the Company at
https: / /www.giladafinance.com/annual-returns/.
28. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE
REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS
AND COMPANY''S OPERATIONS IN FUTURE:
There are no significant and material orders passed by the Regulators or Courts or Tribunal
impacting the going concern status and companyâs operations in future.
29. DETAILS OF DEPOSITS:
The details relating to deposits, covered under Chapter V of the Act and in term of the
disclosure required under section 134(3) read with rule 8(5) of the Companies (Accounts)
Rules, 2014, it is hereby stated that:
During the year, the company has not accepted from the public any deposits within the
meaning of Section 73 of the Companies Act, 2013 read with the Companies (Accepting of
Deposits) Rules, 2014. Further as the company has not accepted any deposits from the
public, the Company is not required to comply with the directions issued by the Reserve
Bank of India under Non-Banking Financial Companies (Reserve Bank) Directions, 1998
with respect to public deposits.
30. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186
OF THE COMPANIES ACT, 2013:
Pursuant to Section 186(11) (a) of the Act read with Rule 11(2) of the Companies (Meetings
of Board and its Powers)Rules, 2014, the loan made, guarantee given or security provided in
the ordinary course of business by a Non-Banking Financial Company (NBFC) registered
with Reserve Bank of India are exempt from the applicability of provisions of Section 186 of
the Act. As such the particulars of loans and guarantees have not been disclosed in this
Report. The details of the Investments of the Company are furnished under Note 4 of Notes
forming part of the Financial Statements for the year ended 31st March, 2024.
31. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
All contracts/arrangement/transactions entered by the Company during FY2023-24 with
related parties were incompliance with the applicable provisions of the Act and SEBI Listing
Regulations. Prior omnibus approval of the Audit Committee is obtained for all related party
transactions which are foreseen and of repetitive nature. Pursuant to the said omnibus
approval, details of transaction entered into is also reviewed by the Audit Committee on a
quarterly basis.
All contracts/ arrangements/ transactions entered into by the Company during the financial
year with the Related Parties are at armâs length basis and in the ordinary course of business.
A Statement containing the details of material contracts or arrangements or transactions
with Related Parties on anarmâs length basis with respect to transactions as required under
Section 188(1) of the Act, in the prescribed Form No.AOC-2, is attached as Annexurell .
Further, details of Related Party Transactions as required to be disclosed by Ind AS- 24 on
"Related Party Disclosuresâ specified under Section 133 of the Act read with Rule 7 of the
Companies (Accounts) Rules, 2014, are given in the Note 11in heading B- Notes on Accounts
to the financial statements.
32. CERTIFICATE ON CORPORATE GOVERNANCE REPORT:
Pursuant to the SEBI Listing Regulations, 2015, a separate chapter titled Corporate
Governance has been included in this Annual Report as Annexure IV.
The Certificate from the Statutory Auditors of the Company regarding compliance of
conditions of corporate governance is annexed to this Report.
33. MANAGEMENT DISCUSSION AND ANALYSIS:
The Management Discussion and Analysis Report forms part of this Annual Report for the
year ended 31stMarch, 2024, has been provided in Annexure- V in this Annual Report.
34. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT
WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:
In order to prevent sexual harassment of women at work place a new act, The Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 has
been notified on 9th December, 2013. Under the said Act every company is required to set
up an Internal Complaints Committee to look into complaints relating to sexual harassment
at work place of any women employee.
The Company has adopted a policy for prevention of Sexual Harassment of Women at
workplace and has set up Committee for implementation of said policy. During the year
Company has not received any complaint of harassment. The policy is available on the
website of the Company at https: / /www.giladafinance.com/wp-
content/uploads/2023/06/POSH-POLICY.pdf.
35. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN
EXCHANGE EARNINGS AND OUTGO:
The details of conservation of energy, technology absorption, foreign exchange earnings and
outgo are as follows:
a) Conservation of energy
|
(i) |
the steps taken or impact on conservation of |
Your companyâs operation do not |
|
(ii) |
the steps taken by the company for utilizing |
|
(iii) |
the capital investment on |
energy |
technology absorption, are not |
|
conservation equipmentâs |
applicable. |
(b) Technology absorption
|
(i) |
the efforts made towards technology |
Technology absorption is not |
|
(ii) |
the benefits derived like product |
|
|
(iii) |
in case of imported technology (imported |
The Company has not incurred |
|
(a) the details of technology imported |
||
|
(b) the year of import; |
||
|
(c) whether the technology been fully |
||
|
(d) if not fully absorbed, areas where |
||
|
(iv) |
the expenditure incurred on Research and |
(c) Foreign exchange earnings and Outgo
|
(a) |
Foreign Exchange Earnings: |
NIL |
|
(b) |
Foreign Exchange Outgo: |
NIL |
36. CORPORATE SOCIAL RESPONSIBILITY (CSR):
The criteria for setting up Corporate Social Responsibility as prescribed by the notification
issued by the Ministry of Corporate Affairs dated 27th February 2014 read with section 135
of the Companies Act, 2013 and Companies (Corporate Social Responsibility Policy) Rules,
2014 are presently not applicable to the Company.
37. DIRECTORS'' RESPONSIBILITY STATEMENT:
The Directorsâ Responsibility Statement referred to in Sub-clause (c) of Clause (3) of Sub¬
Section (5) of Section 134 of the Companies Act, 2013, shall state that:â
(a) in the preparation of the annual accounts, the applicable accounting standards had
been followed along with proper explanation relating to material departures;
(b) the directors had selected such accounting policies and applied them consistently and
made judgments and estimates that are reasonable and prudent so as to give a true and fair
view of the state of affairs of the company at the end of the financial year and of the profit
and loss of the company for that period;
(c) the directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of this Act for safeguarding the assets
of the company and for preventing and detecting fraud and other irregularities;
(d) the directors had prepared the annual accounts on a going concern basis;
(e) the directors had laid down internal financial controls to be followed by the company
and that such internal financial controls are adequate and were operating effectively; and
(f) the directors had devised proper systems to ensure compliance with the provisions of
all applicable laws and that such systems were adequate and operating effectively.
38. SECRETARIAL STANDARDS:
The Company is in compliance with the Secretarial Standards on Meetings of the Board of
Directors (SS - 1) and General Meetings (SS-2) issued by the Institute of Company
Secretaries of India and approved by the Central Government.
39. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER
THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR
ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR:
There is no application made or any proceeding pending under the Insolvency and
Bankruptcy Code, 2016 (31 of 2016) during the financial year 2023-24.
40. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE
AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE
TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE
REASONS THEREOF.
This clause is not applicable to our Company.
41. ACKNOWLEDGEMENTS:
The continued co-operation and support of its loyal customers has enabled the Company to
make every effort in understanding their unique needs. Our employees at all levels, have
been core to our existence and their hard work, cooperation and support is helping us as a
Company face all challenges. Our Company is always grateful for their efforts. The
flagbearers of fair play and regulations, which includes the regulatory authorities, the
esteemed league of bankers, financial institutions, rating agencies, stock exchanges and
depositories, auditors, legal advisors, consultants and other stakeholders have all played a
vital role in instilling transparency and good governance. The Company deeply acknowledges
their support and guidance.
FOR GILADA FINANCE AND INVESTMENTS LIMITED
Sd/ Sd/-
RAJGOPAL GILADA SAMPATHKUMAR GILADA
MANAGING DIRECTOR DIRECTOR
DIN:00307829 DIN: 02144736
DATE: 13 AUGUST, 2024
PLACE: BANGALORE
Mar 31, 2015
The Directors ore pleased to present the Twenty-first Annul Report of
your Company together with the Audited Statement of Accounts and the
Auditors' Report of your company for the financial year ended, 31st
March, 2015.
I. FINANCIAL SUMMARY FOR THE YEAR 2014-201S
1. FINANCIAL RESULTS & OPERATIONS:
Amount in Rs.
Particulars Year ended 31st Year ended 31st
March 2015 March 2014
Total Income 2,00,09,177.50 1,98,18,621.48
Total Expenditure 48,00,458.68 52,64,447.34
Profit before
exceptional and
extraordinary
items and tax 1,52,08,718.82 1,45,54,174.14
Profit before tax 1,49,74,656.82 1,33,82,055.14
Tax Expense
1. Current tax
expenses for 49,35,695.00 43,32,544.00
current year
2. Deferred tax
Profit/(Loss)
for the period 1,00,38,961.82 90,49,511.14
Earnings per Equity Share
1. Basic 2.86 2.58
2 Diluted 2.86 2.58
2. BUSINESS OVERVIEW:
Your Company's revenue from operations increased to Rs.1,98,14,191.50
in 2014-2015 from Rs. 1,96,48,173.48 in the previous year at a growth
rate of about 84%. Further, during the year under review your Company
has earned a net profit after taxation of Rs. 1,00,38,961.82 /- as
compared to Rs. 90,49,511.14 /- in the previous year.
Your Directors are confident of further improving the performance and
growth of the Company in the ensuing years to face new challenges and
competitive environment. Your Company will respond to the competitive
challenges by enhancing customer focus, by building more efficient
network, by ensuring adequate preparedness to take maximum advantage of
new opportunities and aggressively pursuing them.
3. TRANSFER TO RESERVES
Your Company has transferred a sum of Rs. 20,07,792 to Statutory
Reserve as required under the Reserve Bank of India Act, 1934. The
Company has not transferred any amount to General Reserves during the
year under review.
4. DIVIDEND:
Your directors do not propose any dividend for the year ended 31st
March 2015.
5. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL
POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE
FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE
AND THE DATE OF THE REPORT i.e. AFTER 31ST MARCH 2015 BUT BEFORE DATE
OF SIGNATURE OF DIRECTORS REPORT:
There have been no material changes and commitments, that affect the
financial position of the Company which have occurred between the end
of the financial year of the Company to which the financial statements
relate and the date of the report,
6. ANYCHANGEINNATUREOFBUSINESS:
There has been no change in the nature of business of the Company
during the year under review.
7. NAMES OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS
SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURINGTHE YEAR
ALONG WITH REASONS:
The Company has no subsidiaries. Further during the year no joint
ventures or associate companies were incorporated or ceased.
8. RBI GUIDELINES
The Company fulfills all the norms and standards applicable to NBFCs as
set out by Reserve Bank of India (RBI). Your Company is well
capitalized and has a capital adequacy ratio as required by non-deposit
accepting NBFCs as prescribed by RBI.
II. DEPOSITS;
In terms of the disclosure required under Section 134(3) read with rule
no. 8f5J of the Companies (Accounts) Rules, 2014, it is hereby stated
that:
During the year, the Company has not accepted from the public any
deposits within the meaning of Section 73 of the Companies Act, 2013
read with the Companies (Acceptance of Deposits) Rules, 2014. Further
as the Company has not accepted any deposits from the public, the
Company is not required to comply with the directions issued by Reserve
Bank of India under Non-Banking Financial Companies (Reserve Bank)
Directions, 1998 with respect to public deposits.
III. NUMBER OF BOARD MEETINGS
During the year, eight Board Meetings were convened and held, the
details of which are furnished in the Corporate Governance Report. The
intervening gap between the Meetings was within the period prescribed
under the Companies Act, 2013.
IV. DETAILS OF DIRECTORS &KEY MANAGERIAL PERSONNEL- APPOINTED/
RESIGNED DURING THE YEAR:
Name DIN/PAN Designation Date of Date of
appointment resignation
Bindu
Rajgopal 00392976 Director 02/03/2015 -
Gilada
Wamanrao 02504012 Director 20/03/2003 04/04/2015
date of
death
Kamal
purkar
Shailesh ARTPK2740D Company 22/09/2014 01/03/2015
Kumar Secretary
Mr. Shankarlal Tulsiram Gilada (DIN: 02016074) retires by rotation at
the ensuing Annual General Meeting and being eligible, has offered
himself for re-appointment.
Ms. Bindu Rajgopal Gilada (DIN: 00392976) was appointed as Additional
Director of the Company during the year and she holds office up to date
of the ensuing Annual General Meeting of the Company. The Company has
received notice under Section 160 of the Companies Act 2013, from a
member along with requisite deposit proposing the candidature of the
Additional Director to the office of directorship. Accordingly,
necessary resolution In relation to the appointment of the Director is
placed before the members at the ensuing Annual General Meeting. The
Board recommends the appointment of Ms. Bindu Rajgopal Gilada as
Director. Ms. Bindu Rajgopal Gilada is also the Woman Director
appointed under the provisions of the law.
The Company has received notices as required under Section 160 of the
Act, from certain members proposing the candidature of Mr. Basantkumar
Girdhardas Mohota (DIN:00269026), Dr. Mahesh Kataria (DIN: 00410370)
and Mr. Narayan Das Jaju (DIN: 03166712) as Independent Directors of
the Company for tenure as allowed under the provisions of the law.
Accordingly, necessary resolutions in relation to appointment of
Independent Directors are also placed before the members at the ensuing
Annual General Meeting. The Company has received declarations from all
the Independent directors confirming that they meet the criterion of
independence as per law and have respectively consented for being
appointed as an Independent Director.
The Board noted with deep regret and sorrow that Mr. Ramesh Wamanrao
Kamalapurkar, Director of the Company passed away on 4th April 2015.
The Board recorded with appreciation the invaluable and immense
contribution made by Mr. Ramesh Wamanrao Kamalapurkar during his
illustrious association with the Company.
V. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirements under Section 134 subsection 3(c) and
sub-section 5 of the Companies Act, 2013, your Directors hereby state
and confirm that:
a) In the preparation of the annual accounts, the applicable accounting
standards have been followed, along with proper explanation relating to
material departures.
b) Such accounting policies have been selected and applied consistently
and judgments and estimates have been made that are reasonable and
prudent to give a true and fair view of the Company's state of affairs
as at March 31,2015 and of the Company's profit or loss for the year
ended on that date.
c) Proper and sufficient care has been taken for the maintenance of
adequate accounting records, in accordance with the provisions of the
Companies Act/2013 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities.
d) The annual financial statements have been prepared on a going
concern basis.
e) That internal financial controls were laid down to be followed and
that such internal financial controls were adequate and were operating
effectively.
f) Proper systems were devised to ensure compliance with the provisions
of all applicable laws and that such systems were adequate and
operating effectively.
VI. A STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER
SUB-SECTION (6) OF SECTION 149.
The independent directors (IDs) have submitted a declaration of
Independence, as required pursuant to section 149(7) of the Act,
stating that they meet the criteria of independence as provided in
Section 149(6). In the opinion of the Board, these IDs fulfill the
conditions specified in the Act and the rules made there under for
appointment as IDs and confirm that they are independent of the
management
VII. RE-APPOINTMENT OF AN INDEPENDENT DIRECTOR AFTER COMPLETION OF
5-YEAR TERM. The Company has not reappointed any Independent Director
after completion of 5-yearterm.
VIII. IN CASE OF A COMPANY COVERED UNDER SUB-SECTION (1) OF SECTION
178, 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
The Company's policy on Directors' appointment and remuneration
including criteria for determining qualifications, positive attributes,
independence of a director and other matters as provided under section
178(3) of the Act are covered in the Corporate Governance Report which
forms part of this Report.
Further, information about elements of remuneration package of
individual directors is provided in the extract of Annual Return
pursuant to Section 92(3) of the Companies Act, 2013, in the prescribed
form MGT-9 and forms part of this Report.
IX. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186
DURING THE FINANCIAL YEAR
Details of Loans, Guarantees and Investments covered under the
provisions of Section 186 of the Companies Act, 2013 are furnished in
the notes to the Financial Statements.
Loans/Investments/Guarantees made to firms and companies under the same
management are within the limits prescribed under RBI Directions, 1998
to NBFC's and the limits prescribed under Sections 185 and 186 of the
Companies Act, 2013
X. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
REFERRED TO IN SECTION 188(1)
Ail 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. During the year, the
Company had not entered Into any contract / arrangement / transaction
with related parties which could be considered material in accordance
with the policy of the Company an materiality of related party
transactions. There are no materially significant related party
transactions made by the Company with promoters, directors, key
managerial personnel are other designated persons which may have a
potential conflict with the interest aft he Company at large. The
Company has in place a policy on related party transactions as approved
by the Board and the same is available at the website of the Company.
Your Directors draw attention of the members to Note 14 to the
financial statement which sets out related party disclosures,
XI. PARTICULARS Of EMPLOYEES
In accordance with the provisions of Section 197 of the Act read with
rule 5 of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the information in respect of the employees of
the Company will be provided upon request, in terms aft section 136 of
the Act, the report and accounts are being sent to the members and
others entitled thereto, excluding the aforesaid Information which is
available for inspection by the members at the registered office of the
Company during business hoarse on working days aft he Company, if any
member is interested in obtaining a copy, such member may write to the
registered office address at the Company in this regard.
During the financial year, the Company has not employed any person with
the aggregate remuneration for Rs. 60, 00,000 per annum if employed
throughout the year or Rs. 5,00,000 per month if employed for part of
the year.
XII. PARTICULARS OF REMUNERATION
The remuneration to the employees and director are paid as per the
remuneration policy of the Company. The number of permanent employees
who were on the rolls of Company for the whole of financial year
2014-2015 is 8. During the year 2014-2015, the remuneration packages
payable to the employees were enhanced in line with the industry
standards and the endeavors adopted by the Company to attract, retain,
develop and motivate a high performance staff.
There was no increase in the remuneration payable to the executive
director - Mr. Sampat Kumar Gilada during the year under review. The
variable component of the salary of executive director is linked at the
performance targets for the Company in terms of revenue and for other
employees, the Company has a defined performance targets linked to the
consolidated statement at Profit and Loss, in addition to their
performance. The increments in the pay to the employees are in
consonance to average Industry standards and requirement to recognize
the critical talents. In order to ensure that remuneration reflects
company performance, the performance pay to the employees is linked to
the organization performance. There are no employees receiving
remuneration In excess if the remuneration received by the executive
director. The ratio of the remuneration of the executive director to
the median remuneration of the employees of the Company for the your
ended 31st March 20X5 is given below. There was 35.7% increase In the
median remuneration of the employees if the Company (who were in
employment for the whole of financial year 2013-14 and 2014-15)for the
financial year 2014-2015 in comparison to the previous financial year.
Name of the Director Remuneration paid
during 2014- 2015 Ratio to Median
(Rs.) Remuneration
Mr. Sampat Kumar 6,00,000 5.89
Gilada
XIII. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS ANDOUTGO
(A) Conservation of energy:
Steps taken / impact on conservation of Your Company's operations do
not
energy, with special reference to the involve any manufacturing or
processing
following: activities, the particulars regarding
(i) Steps taken by the company for conservation of energy and
technology
utilizing alternate sources of energy absorption, are not applicable
including waste generated
(ii) Capital investment on energy conservation equipments
(B) Technology Absorption:
1. Efforts, in brief, made towards technology absorption.
2. Benefits derived as a result of the above efforts, e.g., product
improvement, cost reduction, product development, import substitution,
etc.
3. In case of imported technology Techno Absorption is not applicable.
(imported during the last 3 years
reckoned from the beginning of the financial year), following
information may be furnished:
(a) Details of technology imported.
(b) Year of import.
(c) Whether the technology been fully absorbed
(d) If not fully absorbed, areas where absorption has not taken place,
and the reasons therefore.
4. Expenditure incurred on Research The Company has not incurred any
and Development expenditure on research and
development during the year under review.
(C) Foreign exchange earnings and Outgo:
a) Foreign exchange Earnings NIL
b) Foreign exchange Outgo NIL
XIV. CORPORATE GOVERNANCE REPORT
The Company has complied with requirements of Clause 49 after Listing
Agreement regarding Corporate Governance. A report and the Corporate
Governance practices, the Auditors' Certificate on compliance of
mandatory requirements thereof ore given as an annexure to this report.
XV. MANAGEMENT DISCUSSION & ANALYSIS
A detailed report on the Management Discussion & Analysis is provided
as a separate section in the Annual Report.
XVI. AUDITORS:
Pursuant to provisions if Sections 139 (1), 142 and other applicable
provisions, if any, of the Companies Act, 2013 (as amended or
re-enacted from time to time) read with Rule 3 (7} of the Companies
(Audit and Auditors} Rules 2014 M/s. Vishnukant Joju & Associates.,
(Firm Reg. No:014328W} Chartered Accountants, Bangalore the retiring
auditors who have offered themselves for re-appointment and have
confirmed their eligibility in terms of the provisions affection 141
after Companies Act, 2013 and Rule 4 if Companies (Audit and Auditors)
Rules, 2014, be and are hereby reappointed as statutory auditors of the
Company for a period of four (04) years (i.e. financial years:
2015-2016, 2016-2017, 2017-2018, 2018-2019) to hold office from the
conclusion of this annual general meeting until the conclusion of the
annual general meeting of the Company to be held in the calendar year
2019 (subject to ratification of the appointment by the members af the
Company at every Annual General Meeting as per the provisions of
Section 139(1) the Companies Act, 2013) at a remuneration as may be
decided by the Board of Directors father Company.
The Auditors Report to the shareholders for the year under review does
not contain any qualification.
XVII. SECRETARIAL AUDITOR
Pursuant to the provisions of Section 204 of the Companies Act, 2013
and The Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the Company hood appointed Mr. S.P. Nagarajan,
Company Secretary in Practice to undertake the Secretarial Audit of the
Company. The Report of the Secretarial Audit carried out is annexed
herewith. The report does not contain any observation or qualification
requiring explanation or comments farm the Board under Section 134(3)
of the Companies Act, 2013.
XVIII.CORPORATE SOCIAL RESPONSIBILITY
The criteria for setting up Corporate Social Responsibility Committee
as prescribed by the notification issued by Ministry at Corporate
Affairs dated 27th February 2014 read with Section 135 sub-section of
the Companies Act, 2013 and Companies (Corporate Social Responsibility
Policy) Rules, 2014 are presently not applicable to the Company,
XIX. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM
The Company has a Vigil Mechanism to deal with the instances of fraud
and mismanagement if any. The details of the policy are explained in
the Corporate Governance Report and also pasted on the website of the
Company.
XX PREVENTION, PROHIBITION AND REDRESSALOFSEXUAL HARASSMENTATWORK PLACE
The Company has zero tolerance for sexual harassment at workplace and
has formulated a policy on prevention, prohibition and redressol at
sexual harassment at the workplace, in line with the provisions at the
Sexual Harassment at Woman at Work Place (Prevention, Prohibition and
Redressol) Act, 2013 and the rules there under. The policy aims to
provide protection to employees at the work place and prevent and
redress complaints of sexual harassment and far matters connected or
incidental thereto, with the objective of providing a safe working
environment, where employees feel secure.
The Company has also constituted an internal complaints committee, to
inquire into complaints of sexual harassment and recommend appropriate
action. The Company has not received any complaint of sexual harassment
during the financial year 2014-15
XXI. ISSUE OF EQUITY SHARES WITH DIFFERENTIAL RIGHTS
The Company has not issued any equity shares with differential rights
during the year under review.
XXII. ISSUE OF SWEAT EQUITY SHARES
The Company has not issued any sweat equity shares during the year
under review.
XXIII. EMPLOYEES STOCKOPTION SCHEME:
The Company has not implemented any Employees Stock Option Scheme
during the year under review.
XIV PROVISION OF MONEY BY COMPANY FOR PURCHASE OF ITS OWN SHARES BY
EMPLOYEES OR BY TRUSTEES FOR THE BENEFIT OF EMPLOYEES.
The Company has not made any provision of money for purchase at its own
shares by employees or by trustees for the benefit of employees.
XXV A STATEMENT INDICATING DEVELOPMENT AND IMPLEMENTATION OF A RISK
MANAGEMENT POLICY FOR THE COMPANY INCLUDING IDENTIFICATION THEREIN OF
ELEMENTS OF RISK, IF ANY, WHICH IN THE OPINION OF THE BOARD MAY
THREATEN THE EXISTENCE OF THE COMPANY
Yaur Company has been rendering services with respect to lending of
loans and advances. The Company has to manage various risks. These
risks include credit risk, liquidity risk, interest rate risk and
operational risk. Being cognizant of this fact, the Company has robust
risk governance and has built an effective risk management framework.
The Company strongly believes that effective risk management can be a
strategic differentiator and hence will remain focused on continuously
strengthening its risk management processes.
The Risk Management Committee review and monitor these risks at
periodic intervals. The Company manages credit risk through stringent
credit norms established through several years inexperience in this
line a business on continues to follow the time tested practice of
personally assessing every borrower, before committing to a credit
exposure. This process ensures that the expertise in lending operations
acquired by the Company aver decades is put at best use and acts to
mitigate credit risks. Liquidity risk and interest rate risk arising
out of maturity mismatch of assets and liabilities are managed through
regular monitoring of the maturity profiles. The Company also measures
the interest rate risk by the duration gap method.
Operational risks arising from inadequate or failed internal processes,
people and systems or from external events are adequately addressed by
the internal control systems and are continuously reviewed and
monitored by a dedicated team at people. Process improvements and
quality control ore on-going activities and are built into the
employee's training modules.
XXVI.DETAILS OF COMMISSION/REMUNERATION RECEIVED BY A MANAGING
DIRECTOR/WHOLE-TIME DIRECTOR OF THE COMPANY FROM THE COMPANY'S HOLDING
OR SUBSIDIARY COMPANY
The Company has no holding and subsidiary company. Consequently the
question of receiving any commission/remuneration from the Company's
holding ar subsidiary company by the Directors does not arise.
XXVII. AUDIT COMMITTEE
Details of the Audit Committee are furnished in the Corporate
Governance Report.
XXVIII. OTHER DISCLOSURES
a) SIGNIFICANT AND MATERIA L ORDERS PASSED BY THE REGULATORS
There are no significant material orders passed by the regulators or
courts or tribunals which would impact the going concern status of the
company and its future operations.
b) INTERNAL FINANCIAL CONTROLS
A robust system of internal control, commensurate with the size and
nature of its business, forms an integral part of the Company's
corporate governance policies, Internal control framework including
clear delegation of authority and standard operating procedures are
available across all businesses and functions. These are reviewed
periodically at oil levels. The risk and control matrices are reviewed
on a quarterly basis and control measures are tested and documented
These measures have helped in ensuring the adequacy of internal
financial controls commensurate with the scale of operations of the
Company.
c) REVISION OF FINANCIAL STATEMENTS OR BOARD'S REPORT MADE DURING THE
FINANCIAL YEAR Na revision of any financial statements or Board's
report was made during the financial year.
XXIX. EXTRACT OF ANNUAL RETURN AS PRESCRIBED IN FORM MGT-9
An extract of the annual return as provided under sub-section (3) of
section 92 in Form MGT-9 forms part of the Board's Report. (ANNEXURE-
FORM MGT-9)
XXX. BOARD EVALUATION
The Board carried out an annual performance evaluation of its own
performance, the individual Directors as well as the working of the
Committees of the Board. The performance evaluation of the Independent
Directors was carried out by the entire Board. The performance
evaluation of the Chairman and the Non- Independent Directors was
carried out by Independent Directors. Details of the same are given in
the Report on Corporate Governance annexed hereto.
XXXI.ACKNOWLEDGEMENTS:
Your Directors wish to express a deep sense of gratitude for the
continued support, co-operation and guidance received from the Central
and State Government Departments, Reserve Bank at India, Registrar of
Companies-Kamataka, Banks and customers during the year under review.
The Directors wish to thank the Company's customers, vehicle
manufacturers, vehicle dealers and shareholders for their continued
support. The Directors also thank the employees of the Company for
their contribution to the company's operations during the year under
review.
BY ORDER OF THE BOARD
FOR GILADA FINANCE AND INVESTMENTS LIMITED
RAJGOPALGILADA
MANAGING DIRECTOR
DIN: 00307829
DATE: 2nd September 2015
PLACE: BANGALORE
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