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Directors Report of Gowra Leasing & Finance Ltd.
Mar 31, 2025
Your Directors are pleased to present the 32nd Annual Report on the business and operations of Company and Financial
Results for the year ended 31st March, 2025.
1. FINANCIAL RESULTS
The summarized Financial Results of the Company are given hereunder: -
|
Particulars |
FY 2024-25 |
FY 2023-24 |
|
Total Income |
767.83 |
444.22 |
|
Operating Profit before interest, Depreciation & Tax |
665.75 |
290.73 |
|
Interest and other financial charges |
80.93 |
0.35 |
|
Depreciation |
0.40 |
0.22 |
|
Net Profit before Tax |
584.41 |
290.16 |
|
Income Tax for current year |
141.48 |
51.92 |
|
Deferred Tax |
-2.45 |
17.14 |
|
Net Profit after Tax |
428.91 |
221.10 |
|
Add: Balance brought forward from previous year |
944.25 |
767.36 |
|
Profit available for appropriation |
1373.16 |
988.47 |
|
Proposed Dividend |
- |
- |
|
Corporate Tax on Dividend |
- |
- |
|
Depreciation Adjustment |
- |
- |
|
Balance to be carried forward |
1287.37 |
944.25 |
2. OPERATIONS AND BUSINESS OUTLOOK:
During the year under review, the Company recorded a total income of Rs. 767.83 lakhs and a net profit after tax of Rs.
428.91 lakhs against income of Rs. 444.22 lakhs and a net profit after tax of Rs.221.10 lakhs in the previous year.
3. EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS:
As per the requirements Section 134(3)(I) of the Companies Act, 2013, Company declare that, there are no significant
material changes and commitments affecting financial position of the Company between 31st March, 2025 and the date
of Board''s Report.
4. CHANGE IN THE NATURE OF BUSINESS:
As per the requirements Rule 8(5)(ii) of the Companies (Accounts) Rules, 2014, Company declare that, there is no
significant change in the nature of business of the Company during the financial year under review.
5. SHARE CAPITAL AND CLASSIFICATION OF COMPANY:
The authorized capital of the Company as on 31st March, 2025 was Rs. 6,00,00,000/- divided into 60,00,000 equity
shares of Rs.10/- each.
The Subscribed, Issued and Paid-up capital of the Company as on 31st March, 2025 was Rs. 5,45,44,500/- divided into
54,54,450 equity shares of Rs. 10/- each.
In terms of provisions of Non-Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms
(Reserve Bank) Directions, 2007 issued by Reserve Bank of India; your company has been classified as Loan
Company.
Disclosures as prescribed by Non-Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms
(Reserve Bank) Directions, 2007 and other NBFC regulations have been made in this Annual Report.
6. DIVIDEND
The Company hasn''t declared any dividend for the Financial year ended 31st March, 2025.
7. TRANSFER TO RESERVES
The Company proposes to transfer Rs.85.78 lakhs to Statutory Reserves.
8. DEPOSITS:
Your Company has not accepted/invited any deposits from the public for the year under review within the meaning of
Non-Banking Financial Companies Acceptance of Public Deposits (Reserve Bank) Directions, 2016 and Section 73 of
the Companies Act, 2013 and the rules made there under.
9. DIRECTORS AND KEY MANAGERIAL PERSONNEL
A. RETIREMENT BY ROTATION
? Shri Lakshmi Prasad Gowra (DIN: 00268271), Director of the Company is liable to retire by rotation in terms of
Section 152(6) of the Companies Act, 2013 at the ensuing Annual General Meeting to be held on 20th August, 2025
and being eligible, seeks re-appointment.
B. APPOINTMENT
? Shri Lakshminarayana Gowra (DIN: 00287021), Director of the Company was liable to retire by rotation in terms of
Section 152(6) of the Companies Act, 2013 at the 31st Annual General Meeting held on 28th September, 2024 was
re-appointed.
? Shri Dayanand Soma (DIN: 00854522) was appointed as Director of the Company liable to retire by rotation by the
shareholders at the 31st Annual General Meeting held on 28th September, 2024.
C. EVALUATION OF THE BOARDâS PERFORMANCE
As per provisions of the Companies Act, 2013 and Regulation 17(10) of the SEBI(LODR) Regulations, 2015, the
Board adopted a formal performance evaluation procedure for evaluating its performance and as well as that of its
Committees and individual Directors, including the Chairman of the Board. The exercise was carried out through a
structured evaluation process covering various aspects of the Board''s functioning such as composition of the Board
& committees, experience & competencies, performance of specific duties & obligations etc. Separate exercise was
carried out to evaluate the performance of individual Directors including the Board Chairman who were evaluated
on parameters such as attendance, contribution at the meetings and otherwise, independent judgement etc. The
evaluation of the Directors and that of the Chairman was carried out by the entire Board excluding the Director
being evaluated. A separate meeting of Independent Directors was also held during the year wherein the
performance of Board, Executive and non-executive Directors was evaluated.
The various suggestion which made by Independent Directors through their meeting was placed before the Board
for subsequent implementation.
The Directors were satisfied with the evaluation results, which reflected the overall engagement of the Board and its
Committees with the Company.
D. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
In accordance with Regulation 34 of the SEBI (LODR) Regulations, 2015, Management''s Discussion and Analysis
Report for the year under review is presented in a separate section forming part of this Annual Report.
(ANNEXURE I)
E. DECLARATION BY INDEPENDENT DIRECTORS
In accordance with Section 149(7) of the Companies Act, 2013, each Independent Director has confirmed to the
Company that he or she meets the criteria of independence as laid down in Section 149(6) of the Companies Act,
2013 and Regulation 16(1 )(b) of the SEBI (LODR) Regulations, 2015.
F. SEPARATE MEETING OF INDEPENDENT DIRECTORS
The Independent Directors met on 26th March, 2025 without the presence of Non-Independent Directors and
members of the Management. At this meeting, the Independent Directors inter-alia evaluated the performance of
the Non-Independent Directors and the Board of Directors as a whole, evaluated the performance of the Board and
discussed aspects relating to the quality, quantity and timeliness of the flow of information between the Company,
the Management and the Board.
10. POLICIES
A. RISK MANAGEMENT POLICY
The Company has policy for identifying risk and established controls to effectively manage the risk. Further the company
has laid down various steps to mitigate the identified risks. The audit committee has additional oversight in the area of
financial risks and controls. Major risks identified by the businesses and functions are systematically addressed through
mitigating actions on a continuing basis.
B. NOMINATION AND REMUNERATION POLICY
The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and
appointment of Directors, Senior Management and their remuneration. There has been no change in policy from the last
year. The Remuneration Policy is attached to this report (ANNEXURE II).
C. CODE OF CONDUCT POLICY:
The Company has complied with the requirements about code of conduct for Board members and Senior Management
Personnel. The said policy is available on the website of the Company. (www. gowraleasing. com/code-of-conduct. php)
D. INSIDER TRADING POLICY:
The Board of Directors of the Company have adopted the Insider Trading Policy in accordance with the requirement of
the SEBI (Prohibition of Insider Trading) Regulations, 2015. The Insider Trading policy of the Company lays down
guidelines & procedures to be followed, and disclosures to be made while dealing with the shares of the Company, as
well as the consequences of the violations. The policy has been formulated to regulate, monitor and ensure reporting of
deals by employees and to maintain highest ethical standards of dealing in Company''s shares.
The Insider Trading Policy of the company covering code of practices and procedures for fair disclosure of unpublished
price sensitive information and code of conduct for preventing insider trading is available on the website of the
Company. (www.aowraleasinq.com/Ddf/new/code-of-fair-disclosures.Ddf)
E. VIGIL MECHANISM /WHISTLE BLOWER POLICY:
The Board of Directors of the Company have adopted Whistle Blower Policy. This policy is formulated to provide an
opportunity to employees to raise concerns and to access the Audit Committee in good faith, in case they observe
unethical and improper practices or any other wrongful conduct in the Company, to provide necessary safeguards for
protection of employees from reprisals or victimization and to prohibit managerial personnel from taking any adverse
personnel action against those employees.
There were no complaints received during the year 2024-25.
F. POLICY ON MATERIALITY OF EVENTS:
The Policy on materiality of events/ transactions as approved by the Board may be accessed on the Company''s
website. (www. gowraleasing. com/pdf/glfl-policy-for-materiality. pdf)
G. FAIR PRACTICE CODE:
The Board of Directors have adopted a Fair Practices Code as per the RBI guidelines for NBFCs which is available on
the website (www. gowraleasing. com/fair-practice-code.php).
11. AUDITORS & AUDITORSâ REPORT
A. STATUTORY AUDITORS
Pursuant to provision of Section 139 of the Companies Act, 2013, (the Act), M/s Dagliya & Co., Chartered Accountants
were appointed as the Statutory Auditors of the Company for a term of 5 (five) consecutive years, at the 29th Annual
General Meeting held on September 21, 2022. They have confirmed that they are not disqualified from continuing as
Auditors of the Company.
⢠The Notes on financial statement referred to in the Auditors'' Report are self-explanatory and do not call for any further
comments. The Auditors'' Report does not contain any qualification, reservation, adverse remark or disclaimer.
⢠The Statutory Audit Report for the financial year 2024-25 is annexed herewith to this Report (ANNEXUREIII)
B. SECRETARIAL AUDITOR
Pursuant to Section 204 of the Companies Act, 2013, the Company has appointed SPP & Associates, Hyderabad as
Secretarial Auditor. The Secretarial Audit Report for the financial year 2024-25 is annexed herewith to this Report
(ANNEXURE IV).
The Secretarial Audit Report does not contain any qualification.
C. COST AUDITOR
During the year under review, the Company was not required to maintain cost records and get them audited by Cost
Auditor.
12. DIRECTORSâ RESPONSIBILITY STATEMENT:
To the best of their knowledge and belief and according to the information and explanation obtained by them, your
Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013:
1. In the preparation of the accounts for the financial year ended 31st March 2025, the applicable accounting
standards had been followed along with proper explanation relating to material departures;
2. 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 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 Directors have prepared the accounts for the financial year ended 31st March 2025 on a ''going concern'' basis.
5. The directors have laid down internal financial controls to be followed by the Company and that such internal
financial controls are adequate and are operating effectively.
6. The directors have devised proper system to ensure compliance with the provisions of all applicable laws and that
such systems are adequate and operating effectively.
13. CORPORATE GOVERNANCE
A separate report on Corporate Governance is enclosed as a part of this Annual Report. Pursuant to Schedule V of
SEBI (LODR) Regulations, 2015 the declaration signed by the Managing Director affirming compliance of the Code of
Conduct by the Directors and Senior Management personnel of the Company for the financial year 2024-25 is annexed
and forms part of the Corporate Governance Report (ANNEXURE V)
14. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:
The information required pursuant to Section 197(12) of Companies Act, 2013 read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of the employees of the Company is
enclosed herewith as part of Annual Report (Part A, ANNEXURE - VI).
No employee was in receipt of remuneration exceeding Rs. 1,02,00,000/- or more per annum or Rs. 8,50,000/- or more
per month as the limits prescribed under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, other disclosure as required under Rules 5(2) and 5(3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 is enclosed herewith as part of Annual Report (Part B,
ANNEXURE - VI)
15. RELATED PARTY TRANSACTIONS
All related party transactions that were entered into during the financial year were on arm''s length basis and were in the
ordinary course of business. There are no materially significant related party transactions made by the Company with
Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with
the interest of the Company at large. Your directors draw attention of the members to Note 30 of the Financial
Statement which sets out related party disclosures.
16. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:
The Company has not made any loan, given guarantee, provided security pursuant to the provisions of Section 186 of
Companies Act, 2013 other than in the normal course of business. Investments in equity share through Stock exchange
has been made as per the provisions of the Section. The details of investments form part of Financial Statement.
17. DEPOSITS
As per the requirements Section 73, 74 & 76 of the Companies Act, 2013 and Rules made thereunder, the Company
has not accepted any deposits.
18. DISCLOSURES:
A. ANNUAL RETURN
A copy of Annual Return been placed on our website: www.gowraleasing.com .
B. COMPOSITION OF AUDIT COMMITTEE
The Audit Committee comprises of Shri P. Sobhanadri (Chairman), Shri C. Suresh and Shri Gowra Lakshminarayana as
members. All the recommendations made by the Audit Committee were accepted by the Board.
C. NUMBER OF BOARD MEETINGS
The Board of Directors of the Company met 6 (Six) times during the FY 2024-25. For further details, please refer report
on Corporate Governance. The maximum interval between 2 meetings were as per the Companies Act, 2013.
D. LISTING
The equity shares of the Company are listed with Bombay Stock Exchange (BSE). There are no arrears on account of
payment of listing fees to BSE.
19. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:
The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, is not
applicable since there is no such activity at present being pursued by the Company.
(i) Foreign Exchange earnings : NIL
(ii) Foreign Exchange outgo : NIL
20. GENERAL
Your Directors state that no disclosure or reporting is required in respect of the following items as there were no
transactions on these items during the year under review:
a. The Company has no subsidiaries, joint ventures or associate companies.
b. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going
concern status and Company''s operations in future.
c. The Company has in place adequate internal financial controls with reference to financial statements. These
controls ensure the accuracy and completeness of the accounting records and preparation of reliable financial
statements.
21. POLICY ON SEXUAL HARASSMENT:
There were no complaints/cases pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013.
22. CORPORATE SOCIAL RESPONSIBILITY (CSR) POLICY
The Company was not required to constitute a CSR Committee as the Company has not met any of the thresholds
mentioned in Section 135 of the Companies Act, 2013 during the financial year under review. Hence reporting about
policy on Corporate Social Responsibility and the initiatives taken are not applicable to the Company.
23. ACKNOWLEDGEMENTS:
The Directors thanks the Company''s Bankers namely State Bank of India, Kotak Mahindra Bank Limited, ICICI Bank
and officials of concerned Government Departments for their co-operation and continued support to the Company.
The Board would also like to thank the Company''s shareholders, customers and service providers for the support and
the confidence which they have reposed in the management. The Board place on record its appreciation of the
contribution made by the employees at all levels for their hard work, solidarity, co-operation and support.
For and on behalf of the Board of Directors
of Gowra Leasing & Finance Limited
Sd/- Sd/-
Place: Secunderabad Gowra Lakshmi Prasad Gowra Srinivas
Date: 19-07-2025 Director Managing Director
(DIN: 00268271) (DIN: 00286986)
Mar 31, 2024
Your Directors are pleased to present the 31st Annual Report on the business and operations of Company and Financial Results for the year ended 31st March, 2024.
|
The summarized Financial Results of the Company are given hereunder: - |
(Rs. In lakhs) |
|
|
Particulars |
FY 2023-24 |
FY 2022-23 |
|
Total Income |
443.20 |
222.39 |
|
Operating Profit before interest, Depreciation & Tax |
290.73 |
153.60 |
|
Interest and other financial charges |
0.35 |
0.32 |
|
Depreciation |
0.22 |
0.16 |
|
Net Profit before Tax |
290.16 |
153.12 |
|
Income Tax for current year |
51.92 |
27.49 |
|
Deferred Tax |
17.14 |
22.89 |
|
Net Profit after Tax |
221.10 |
103.09 |
|
Add: Balance brought forward from previous year |
767.36 |
684.89 |
|
Profit available for appropriation |
988.47 |
787.98 |
|
Proposed Dividend |
- |
- |
|
Corporate Tax on Dividend |
- |
- |
|
Depreciation Adjustment |
- |
- |
|
Balance to be carried forward |
944.25 |
767.36 |
2. OPERATIONS AND BUSINESS OUTLOOK:
During the year under review, the Company recorded a total income of Rs. 443.20 lakhs and a net profit after tax of Rs. 221.10 lakhs against income of Rs. 222.39 lakhs and a net profit after tax of Rs.103.09 lakhs in the previous year.
3. EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS:
As per the requirements Section 134(3)(I) of the Companies Act, 2013, Company declare that, there are no significant material changes and commitments affecting financial position of the Company between 31st March, 2024 and the date of Board''s Report.
4. CHANGE IN THE NATURE OF BUSINESS:
As per the requirements Rule 8(5)(ii) of the Companies (Accounts) Rules, 2014, Company declare that, there is no significant change in the nature of business of the Company during the financial year under review.
5. SHARE CAPITAL AND CLASSIFICATION OF COMPANY:
The authorized capital of the Company as on 31st March, 2024 was Rs. 5,00,00,000/- divided into 50,00,000 equity shares of Rs.10/- each.
The Subscribed, Issued and Paid-up capital of the Company as on 31st March, 2024 was Rs. 3,00,03,000/- divided into 30,00,300 equity shares of Rs. 10/- each.
In terms of provisions of Non-Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2007 issued by Reserve Bank of India; your company has been classified as Loan Company.
Disclosures as prescribed by Non-Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2007 and other NBFC regulations have been made in this Annual Report.
The Company hasn''t declared any dividend for the year ended 31st March, 2024.
The Company proposes to transfer Rs.44.22 lakhs to Statutory Reserves.
Your Company has not accepted/invited any deposits from the public for the year under review within the meaning of Non-Banking Financial Companies Acceptance of Public Deposits (Reserve Bank) Directions, 2016 and Section 73 of the Companies Act, 2013 and the rules made there under.
9. DIRECTORS AND KEY MANAGERIAL PERSONNELA. RETIREMENT BY ROTATION
? Shri Lakshminarayana Gowra (DIN: 00287021), Director of the Company is liable to retire by rotation in terms of Section 152(6) of the Companies Act, 2013 at the ensuing Annual General Meeting to be held on 28th September, 2024 and being eligible, seeks re-appointment.
? Dr. Soma Sudheer (DIN: 00287082), Director of the Company was liable to retire by rotation in terms of Section 152(6) of the Companies Act, 2013 at the 30th Annual General Meeting held on 20th September, 2023 was reappointed.
? Ms. Samyuktha Mattapalli (DIN: 09827067), was appointed as Independent Director of the Company for a period of five years with effect from December 28, 2022 in terms of Section 149 and 152 of the Companies Act, 2013 at the 30th Annual General Meeting held on 20th September, 2023.
The Board is of the opinion that Ms. Samyuktha Mattapalli have the requisite integrity, expertise and experience to fulfil the responsibilities of Independent Director.
? Shri Dayanand Soma (DIN: 00854522) was appointed as an Additional Director by the Board of Directors of the Company at their Meeting held on December 23, 2023, Subject to approval of the shareholders at the ensuing Annual General Meeting to be held on 28th September, 2024.
Dr. Soma Sudheer (DIN: 00287082), Director of the Company, cessation occurred due to his sad demise on 20th November, 2023.
D. EVALUATION OF THE BOARDâS PERFORMANCE
As per provisions of the Companies Act, 2013 and Regulation 17(10) of the SEBI(LODR) Regulations, 2015, the Board adopted a formal performance evaluation procedure for evaluating its performance and as well as that of its Committees and individual Directors, including the Chairman of the Board. The exercise was carried out through a structured evaluation process covering various aspects of the Board''s functioning such as composition of the Board & committees, experience & competencies, performance of specific duties & obligations etc. Separate exercise was carried out to evaluate the performance of individual Directors including the Board Chairman who were evaluated on parameters such as attendance, contribution at the meetings and otherwise, independent judgement etc. The evaluation of the Directors and that of the Chairman was carried out by the entire Board excluding the Director being evaluated. A separate meeting of Independent Directors was also held during the year wherein the performance of Board, Executive and non-executive Directors was evaluated.
The various suggestion which made by Independent Directors through their meeting was placed before the Board for subsequent implementation.
The Directors were satisfied with the evaluation results, which reflected the overall engagement of the Board and its Committees with the Company.
E. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
In accordance with Regulation 34 of the SEBI (LODR) Regulations, 2015, Management''s Discussion and Analysis Report for the year under review is presented in a separate section forming part of this Annual Report. (ANNEXURE I)
F. DECLARATION BY INDEPENDENT DIRECTORS
In accordance with Section 149(7) of the Companies Act, 2013, each Independent Director has confirmed to the Company that he or she meets the criteria of independence as laid down in Section 149(6) of the Companies Act, 2013 and Regulation 16(1 )(b) of the SEBI (LODR) Regulations, 2015.
G. SEPARATE MEETING OF INDEPENDENT DIRECTORS
The Independent Directors met on 23rd March, 2024 without the presence of Non-Independent Directors and members of the Management. At this meeting, the Independent Directors inter-alia evaluated the performance of the Non-Independent Directors and the Board of Directors as a whole, evaluated the performance of the Board and discussed aspects relating to the quality, quantity and timeliness of the flow of information between the Company, the Management and the Board.
10. POLICIESA. RISK MANAGEMENT POLICY
The Company has policy for identifying risk and established controls to effectively manage the risk. Further the company has laid down various steps to mitigate the identified risks. The audit committee has additional oversight in the area of financial risks and controls. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.
B. NOMINATION AND REMUNERATION POLICY
The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. There has been no change in policy from the last year. The Remuneration Policy is attached to this report (ANNEXURE II).
The Company has complied with the requirements about code of conduct for Board members and Senior Management Personnel. The said policy is available on the website of the Company. (www. gowraleasing. com/code-of-conduct. php)
The Board of Directors of the Company have adopted the Insider Trading Policy in accordance with the requirement of the SEBI (Prohibition of Insider Trading) Regulations, 2015. The Insider Trading policy of the Company lays down guidelines & procedures to be followed, and disclosures to be made while dealing with the shares of the Company, as well as the consequences of the violations. The policy has been formulated to regulate, monitor and ensure reporting of deals by employees and to maintain highest ethical standards of dealing in Company''s shares.
The Insider Trading Policy of the company covering code of practices and procedures for fair disclosure of unpublished price sensitive information and code of conduct for preventing insider trading is available on the website of the Company. (www.aowraleasina.com/Ddf/new/code-of-fair-disclosures.Ddf)
E. VIGIL MECHANISM /WHISTLE BLOWER POLICY:
The Board of Directors of the Company have adopted Whistle Blower Policy. This policy is formulated to provide an opportunity to employees to raise concerns and to access the Audit Committee in good faith, in case they observe unethical and improper practices or any other wrongful conduct in the Company, to provide necessary safeguards for protection of employees from reprisals or victimization and to prohibit managerial personnel from taking any adverse personnel action against those employees.
There were no complaints received during the year 2023-24.
F. POLICY ON MATERIALITY OF EVENTS:
The Policy on materiality of events/ transactions as approved by the Board may be accessed on the Company''s website. (www. gowraleasing. com/pdf/glfl-policy-for-materiality. pdf)
The Board of Directors have adopted a Fair Practices Code as per the RBI guidelines for NBFCs which is available on the website (www. gowraleasing. com/fair-Dractice-code.DhD).
11. AUDITORS & AUDITORSâ REPORTA. STATUTORY AUDITORS
Pursuant to provision of Section 139 of the Companies Act, 2013, (the Act), M/s Dagliya & Co., Chartered Accountants were appointed as the Statutory Auditors of the Company for a term of 5 (five) consecutive years, at the 29th Annual General Meeting held on September 21, 2022. They have confirmed that they are not disqualified from continuing as Auditors of the Company.
⢠The Notes on financial statement referred to in the Auditors'' Report are self-explanatory and do not call for any further comments. The Auditors'' Report does not contain any qualification, reservation, adverse remark or disclaimer.
⢠The Statutory Audit Report for the financial year 2023-24 is annexed herewith to this Report (ANNEXUREIII)
Pursuant to Section 204 of the Companies Act, 2013, the Company has appointed SPP & Associates, Hyderabad as Secretarial Auditor. The Secretarial Audit Report for the financial year 2023-24 is annexed herewith to this Report (ANNEXURE IV).
The Secretarial Audit Report does not contain any qualification
During the year under review, the Company was not required to maintain cost records and get them audited by Cost Auditor.
12. DIRECTORSâ RESPONSIBILITY STATEMENT:
To the best of their knowledge and belief and according to the information and explanation obtained by them, your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013:
1. In the preparation of the accounts for the financial year ended 31st March 2024, the applicable accounting standards had been followed along with proper explanation relating to material departures;
2. 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 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 Directors have prepared the accounts for the financial year ended 31st March 2024 on a ''going concern'' basis.
5. The directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively.
6. The directors have devised proper system to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
A separate report on Corporate Governance is enclosed as a part of this Annual Report. Pursuant to Schedule V of SEBI (LODR) Regulations, 2015 the declaration signed by the Managing Director affirming compliance of the Code of Conduct by the Directors and Senior Management personnel of the Company for the financial year 2023-24 is annexed and forms part of the Corporate Governance Report (ANNEXURE V)
14. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:
The information required pursuant to Section 197(12) of Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of the employees of the Company is enclosed herewith as part of Annual Report (Part A, ANNEXURE - VI).
No employee was in receipt of remuneration exceeding Rs. 1,02,00,000/- or more per annum or Rs. 8,50,000/- or more per month as the limits prescribed under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, other disclosure as required under Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is enclosed herewith as part of Annual Report (Part B, ANNEXURE - VI)
15. RELATED PARTY TRANSACTIONS
All related party transactions that were entered into during the financial year were on arm''s length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. Your directors draw attention of the members to Note 30 of the Financial Statement which sets out related party disclosures.
16. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:
The Company has not made any loan, given guarantee, provided security pursuant to the provisions of Section 186 of Companies Act, 2013 other than in the normal course of business. Investments in equity share through Stock exchange has been made as per the provisions of the Section. The details of investments form part of Financial Statement.
As per the requirements Section 73, 74 & 76 of the Companies Act, 2013 and Rules made thereunder, the Company has not accepted any deposits.
18. DISCLOSURES:A. ANNUAL RETURN
A copy of Annual Return been placed on our website: www.gowraleasing.com .
B. COMPOSITION OF AUDIT COMMITTEE
The Audit Committee comprises of Shri P. Sobhanadri (Chairman), Shri C. Suresh and Shri Gowra Lakshminarayana as members. All the recommendations made by the Audit Committee were accepted by the Board.
The Board of Directors of the Company met 5 (five) times during the FY 2023-24. For further details, please refer report on Corporate Governance. The maximum interval between 2 meetings were as per the Companies Act, 2013.
The equity shares of the Company are listed with Bombay Stock Exchange (BSE). There are no arrears on account of payment of listing fees to BSE.
19. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:
The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, is not applicable since there is no such activity at present being pursued by the Company.
Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:
a. The Company has no subsidiaries, joint ventures or associate companies.
b. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company''s operations in future.
c. The Company has in place adequate internal financial controls with reference to financial statements. These controls ensure the accuracy and completeness of the accounting records and preparation of reliable financial statements.
21. POLICY ON SEXUAL HARASSMENT:
There were no complaints/cases pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
22. CORPORATE SOCIAL RESPONSIBILITY (CSR) POLICY
The Company was not required to constitute a CSR Committee as the Company has not met any of the thresholds mentioned in Section 135 of the Companies Act, 2013 during the financial year under review. Hence reporting about policy on Corporate Social Responsibility and the initiatives taken are not applicable to the Company.
The Directors thanks the Company''s Bankers namely State Bank of India, Kotak Mahindra Bank Limited, ICICI Bank and officials of concerned Government Departments for their co-operation and continued support to the Company.
The Board would also like to thank the Company''s shareholders, customers and service providers for the support and the confidence which they have reposed in the management. The Board place on record its appreciation of the contribution made by the employees at all levels for their hard work, solidarity, co-operation and support.
Mar 31, 2015
Dear Members,
We have pleasure in presenting the 22nd Annual Report on the business
and operations of Company and Financial Results for the year ended 31st
March, 2015.
1. FINANCIAL RESULTS
The summarized Financial Results of the Company are given hereunder :-
(Rs. In lakhs)
Particulars FY 2014-15 FY 2013-14
Total Income 139.87 140.10
Operating Profit before interest,
Depreciation & Tax 39.62 59.42
Interest and other Financial charges 0.50 0.29
Depreciation 0.31 0.47
Net Profit before Tax 38.81 58.66
Provision for Income Tax & FBT 20.87 28.97
Provision for Deferred Tax (-8.84) (-10.36)
Net Profit after Tax 26.78 40.05
Add : Balance brought forward
from previous year 506.74 509.80
Profit available for appropriation 533.52 549.85
Proposed Dividend 30.00 30.00
Corporate Tax on Dividend 5.10 5.10
Depreciation Adjustment 0.04
Balance to be carried forward 498.38 514.75
2. OPERATIONS AND BUSINESS OUTLOOK:
During the year under review, the Company recorded a total income of
Rs.139.87 lakhs and a net profit of Rs.26.78 lakhs against income of
Rs.140.10 lakhs and a net profit of Rs. 40.05 lakhs in the previous
year. The decrease in net profit is mainly due to provisioning of NPA .
However your Company is still adopting a very cautious approach towards
its business in view of the risk involved in business and probable Non
Performing Assets (NPAs).
3. EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS:
As per the requirements Section 134(3)(I) of the Companies Act, 2013,
we want to declare that, there are no significant material changes and
commitments affecting financial position of the Company between 31st
March, 2015 and the date of Board's Report.
4. CHANGE IN THE NATURE OF BUSINESS:
As per the requirements Rule 8(5)(ii) of the Companies (Accounts)
Rules, 2014, we want to declare that, there is no significant change in
the nature of business of the Company during the last financial year.
5. SHARE CAPITAL AND CLASSIFICATION OF COMPANY:
The authorized capital of the Company as on 31st March, 2015 was Rs.
5,00,00,000/- divided into 50,00,000 equity shares of Rs.10/- each.
The Subscribed, Issued and Paid-up capital of the Company as on 31st
March, 2015 was Rs.3,00,03,000/- divided into 30,00,300 equity shares
of Rs. 10/- each.
In terms of provisions of Non-Banking Financial (Non-Deposit Accepting
or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2007
and as per Circular No.DnBs. PD. CC No. 128/ 03.02.059/2008-09 dated
15.09.2008 issued by Reserve Bank of India; your company has been
classified as Loan Company. The Company does not hold nor does it
accept deposits from the public.
Disclosures as prescribed by Non-Banking Financial (Non-Deposit
Accepting or Holding) Companies Prudential Norms (Reserve Bank)
Directions, 2007 and other NBFC regulations have been made in this
Annual Report.
6. DIVIDEND
During the year under review, your Directors recommended a Dividend @
10% amounting to Rs.30,00,300/- for the year ended 31st March, 2015.
This will entail an outflow of Rs.35,09,901/- (inclusive of Dividend
Distribution Tax thereon).
7. FIXED DEPOSITS:
Your Company has not accepted/invited any deposits from the public for
the year under review within the meaning of Non Banking Financial
Companies Acceptance of Public Deposits (Reserve Bank) Directions, 1998
and Section 73 of the Companies Act, 2013 and the rules made there
under.
8. DIRECTORS AND KEY MANAGERIAL PERSONNEL
A. RETIREMENT BY ROTATION
Pursuant to provisions of the Companies Act, 2013, Mr. Lakshmi Prasad
Gowra (DIN 00268271), Director will retire at the ensuing Annual
General Meeting and being eligible, offers himself for reappointment.
The Board recommends his re-appointment
B. APPOINTMENT
Mrs. Madhumathi Suresh (DIN 07124113) was appointed as an Additional
Director who shall hold office till the date of this Annual General
Meeting. A member proposed her candidature for appointment at the
ensuing Annual General Meeting.
In terms of the Companies Act, 2013 Mrs. Madhumathi Suresh is proposed
to be appointed as Independent Director not liable to retire by
rotation, with effect from the date of this Meeting.
Brief resume of the Directors retiring by rotation and Director, nature
of their expertise in specific functional areas and names of companies
in which they hold directorships as stipulated under clause 49 of the
listing agreement with the Stock Exchange are given as Annexure to the
Notice.
Mr. Alamuru Venkata Rama Krishna Rao was appointed as Chief Financial
Officer (CFO) w.e.f. 8th August, 2014.
C. CESSATION
During the year under review, no director resigned from the
directorship of the Company.
D. EVALUATION OF THE BOARD'S PERFORMANCE
During the year, the Board adopted a formal performance evaluation
policy for evaluating its performance and as well as that of its
Committees and individual Directors, including the Chairman of the
Board. The exercise was carried out through a structured evaluation
process covering various aspects of the Board's functioning such as
composition of the Board & committees, experience & competencies,
performance of specific duties & obligations etc. Separate exercise was
carried out to evaluate the performance of individual Directors
including the Board Chairman who were evaluated on parameters such as
attendance, contribution at the meetings and otherwise, independent
judgment etc. The evaluation of the Independent Directors and that of
the Chairman was carried out by the entire Board excluding the Director
being evaluated and the evaluation of Non-Independent Directors was
carried out by the Independent Directors. A separate meeting of
Independent Directors was also held during the year wherein the
performance of Chairman, Board, Executive Directors was evaluated.
The Directors were satisfied with the evaluation results, which
reflected the overall engagement of the Board and its Committees with
the Company.
E. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management's Discussion and Analysis Report for the year under review,
as stipulated under Clause 49 of the Listing Agreement is presented in
a separate section forming part of the Annual Report. Annexure I
F. REMUNERATION POLICY
The Board has, on the recommendation of the Nomination & Remuneration
Committee framed a policy for selection and appointment of Directors,
Senior Management and their remuneration. The Remuneration Policy is
attached to this report as Annexure II.
G. DECLARATION BY INDEPENDENT DIRECTORS
All the Independent Directors of the Company have given declaration
stating that they meet the criteria of independence as provided under
Companies Act, 2013.
9. AUDITORS & AUDITORS' REPORT
A. STATUTORY AUDITORS
The Statutory Auditors of the Company, M/s. Dagliya & Co., Chartered
Accountants, Hyderabad will retire at the conclusion of ensuing Annual
General Meeting and are eligible for reappointment. They have confirmed
their eligibility under Section 141 of the Companies Act, 2013 and the
Rules framed there under for reappointment as Auditors of the Company.
As required under Clause 49 of the Listing Agreement, the auditors have
also confirmed that they hold a valid certificate issued by the Peer
Review Board of the Institute of Chartered Accountants of India.
The Statutory Auditors' Report does not contain any reservation,
qualification or adverse remark.
The Statutory Audit Report for the financial year 2014-15 is annexed
herewith as Annexure III to this Report
B. SECRETARIAL AUDITOR
The Company has appointed Mr. G. Raghu Babu, Company Secretary in
whole-time practice, Partner, R&A Associates, Hyderabad as Secretarial
Auditor. The Secretarial Audit Report for the financial year 2014-15 is
annexed herewith as Annexure IV to this Report.
The Secretarial Audit Report does not contain any reservation,
qualification or adverse remark.
C. COST AUDITOR
During the year under review, the Company was not required to maintain
cost records and get them audited by Cost Auditor.
10. DIRECTORS' RESPONSIBILITY STATEMENT:
To the best of their knowledge and belief and according to the
information and explanations obtained by them, your Directors make the
following statements in terms of Section 134(3)(c) of the Companies
Act, 2013:
(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.
11. CORPORATE GOVERNANCE
A separate report on Corporate Governance is enclosed as a part of this
Annual Report. A certificate from the Auditors of the Company regarding
compliance with Corporate Governance norms stipulated under Clause 49
of the Listing Agreement is annexed to the Report on Corporate
Governance. Annexure V
12. DECLARATION FOR CODE OF CONDUCT:
Pursuant to Clause 49 of the Listing Agreement, the declaration signed
by the Managing Director affirming compliance of the Code of Conduct by
the Directors and Senior Management personnel of the Company for the
financial year 2014-2015 is annexed and forms part of the Corporate
Governance Report. Annexure VI
13. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:
The information required pursuant to Section 197(12) of Companies Act,
2013 read with Rule 5(1) of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 in respect of the employees of the
Company, will be provided upon request. In terms of Section 136 of the
Act, the Report and Accounts are being sent to the members and others
entitled thereto, excluding the information on employees' particulars
which is available for inspection by the members at the Registered
Office of the Company during business hours on working days of the
Company up to the date of the ensuing Annual General Meeting. If any
member is interested in obtaining a copy thereof, such member may write
to Company in this regard.
No employee was in receipt of remuneration in excess of the limits
prescribed under Rule 5(2) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 and hence the
disclosure as required under Rules 5(2) and 5(3) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 is
not required.
14. RELATED PARTY TRANSACTIONS
All related party transactions that were entered into during the
financial year were on arm's length basis and were in the ordinary
course of business. There are no materially significant related party
transactions made by the Company with Promoters, Directors, Key
Managerial Personnel or other designated persons which may have a
potential conflict with the interest of the Company at large.
The Policy on materiality of related party transactions as approved by
the Board may be accessed on the Company's website. Your Directors draw
attention of the members to Notes 2.23 to the financial statement which
sets out related party disclosures.
15. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:
The Company has not made any loan, given guarantee, provided security
or made investments pursuant to the provisions of Section 186 of
Companies Act, 2013.
16. DISCLOSURES:
A. EXTRACT OF ANNUAL RETURN
Extract of Annual Return of the Company is annexed herewith as Annexure
VII to this Report.
B. COMPOSITION OF AUDIT COMMITTEE
The Audit Committee comprises Mr. T. Shankar (Chairman), Mr.
T.G.Surendranath, Mr. D.Suresh, Mr. J.A.Mohan Kumar, Mr. Gowra Surya
Prakash as members.
All the recommendations made by the Audit Committee were accepted by
the Board.
C. VIGIL MECHANISM
The Company has implemented a vigil mechanism policy to deal with
instance of fraud and mismanagement, if any. It provides for the
directors and employees to report genuine concerns and provides
adequate safeguards against victimization of persons who use such
mechanism.
There were no complaints received during the year 2014-15.
D. NUMBER OF BOARD MEETINGS
The Board of Directors of the Company met 6 times during the year. For
further details, please refer report on Corporate Governance.
E. LISTING
The equity share of the Company is listed with Bombay Stock Exchange
(BSE). There are no arrears on account of payment of listing fees to
BSE.
17. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO:
The particulars relating to conservation of energy, technology
absorption, foreign exchange earnings and outgo, is not applicable
since there is no such activity at present being pursued by the
Company. Annexure VIII
18. GENERAL
Your Directors state that no disclosure or reporting is required in
respect of the following items as there were no transactions on these
items during the year under review:
a. The Company has no subsidiaries, joint ventures or associate
companies.
b. No significant or material orders were passed by the Regulators or
Courts or Tribunals which impact the going concern status and Company's
operations in future.
19. POLICY ON SEXUAL HARASSMENT:
There were no complaints/cases pursuant to the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
20. CORPORATE SOCIAL RESPONSIBILITY (CSR) POLICY
The Company was not required to constitute a CSR Committee as the
Company has not met any of the thresholds mentioned in Section 135 of
the Companies Act, 2013 during the financial year under review. Hence
reporting about policy on Corporate Social Responsibility and the
initiatives taken are not applicable to the Company
21. ACKNOWLEDGEMENTS:
The Directors thank the Company's Bankers namely State Bank of India,
ING Vysya Bank Limited (now known as Kotak Mahindra Bank Ltd.), HDFC
Bank Limited and officials of concerned Government Departments for
their co-operation and continued support to the Company.
The Board would also like to thank the Company's shareholders,
customers, suppliers for the support and the confidence which they have
reposed in the management. The Board place on record its appreciation
of the contribution made by the employees at all levels for their hard
work, solidarity, co-operation and support.
For and on behalf of the Board of Directors
Sd/-
Place: Secunderabad (D.SURESH)
Dated: 31-08-2015 Chairman
(DIN : 00268394)
Mar 31, 2014
Dear Members,
The Directors have pleasure in presenting the 21st Annual Report and
the Audited Statement of Accounts for the year ended 31st March, 2014.
FINANCIAL RESULTS :
The summarized Financial Results of the Company are given hereunder:
(Rs. in Lakhs)
Particulars FY 2013-14 FY 2012-13
Total Income 140.10 237.50
Operating Profit before interest, 59.42 26.84
Depreciation & Tax
Interest and other Financial charges 0.29 0.17
Depreciation 0.47 0.81
Net Profit before Tax 58.66 25.86
Provision for Income Tax & FBT 28.97 34.83
Provision for Deferred Tax (-10.36) (-25.86)
Net Profit after Tax 40.05 16.89
Add : Balance brought forward from previous year 509.80 531.16
Profit available for appropriation 549.80 548.05
Proposed Dividend 30.00 30.00
Corporate Tax on Dividend 5.10 4.87
Balance to be carried forward 514.76 513.18
OPERATIONS AND BUSINESS OUTLOOK :
During the year under review, the Company recorded a total income of
Rs. 140.10 lakhs and a net profit of Rs.40.05 lakhs against income of
Rs.237.50 lakhs and a net profit of Rs.16.89 lakhs in the previous
year. The increase in net profit is mainly due to recovery of NPAs and
lesser provision of NPA during the year. However your Company is still
adopting a very cautious approach towards its business in view of the
risk involved in business and probable NPAs. .
DIVIDEND :
During the year under review, your Directors recommended a Dividend @
10% amounting to Rs.30,00,300/- for the year ended 31st March, 2014.
This will entail an outflow of Rs.35,10,201/- (inclusive of Dividend
Distribution Tax thereon).
CLASSIFICATION OF COMPANY :
In terms of provisions of Non-Banking Financial (Non-Deposit Accepting
or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2007
and as per Circular No. DNBS. PD. CC No. 128/ 03.02.059/2008-09 dated
15.09.2008 issued by Reserve Bank of India, your company has been
classified as Loan Company. The Company does not hold nor does it
accept deposits from the public.
Disclosures as prescribed by Non-Banking Financial (Non-Deposit
Accepting or Holding) Companies Prudential Norms (Reserve Bank)
Directions, 2007 and other NBFC regulations have been made in this
Annual Report.
FIXED DEPOSITS:
Your Company has not accepted/invited any deposits from the public for
the year under review within the meaning of Non Banking Financial
Companies Acceptance of Public Deposits (Reserve Bank) Directions, 1998
and Section 58A of the Companies Act, 1956 and the rules made
thereunder.
DIRECTORS :
Mr. D.Suresh, Mr. Tilak Shankar, Dr.T.G.Surendranath and Mr. J.A.Mohan
Kumar, Independent Directors of the company need to be appointed afresh
as per the provisions of the Companies Act, 2013. All the above
Independent Directors meet the criteria of Independence as per sub-
section 6 of the section 149 of the Companies Act, 2013. The Board
considers that continued association of each of the said Independent
Directors would be of immense benefit to the Company in view of their
qualification, expertise and experience in their respective field. The
Board therefore recommends their appointments to the members at the
ensuing Annual General Meeting.
Mr.Gowra Lakshminarayana will retire by rotation at the ensuing Annual
General Meeting and being eligible, offer himself for reappointment.
AUDITORS'' REPORT :
The observations made in the Auditors'' Report, read together with the
relevant notes thereon are self-explanatory and hence, do not call for
any comments under section 217 of the Companies Act, 1956.
AUDITORS :
M/s. Dagliya & Co., Chartered Accountants, Auditors of the Company
retires at the Annual General Meeting and the Company has received
certificate from them to the effect that their reappointment, if made,
would be within the limits prescribed under Section 224(1B) of the
Companies Act, 1956. Members are requested to reappoint them and to
authorize the Board to fix their remuneration for the year 2014-2015.
DIRECTORS RESPONSIBILITY STATEMENT AS REQUIRED UNDER SECTION 217(2AA)
OF THE COMPANIES ACT, 1956:
In compliance of section 217 (2AA), as incorporated by the Companies
(Amendment) Act, 2000, in the Companies Act, 1956, your directors
confirm : -
a) That in the preparation of the accounts for the financial year ended
31st March, 2014, the applicable accounting standards have been
followed along with proper explanation relating to material departures;
b) That the Directors have selected such accounting policies and
applied them consistently and made judgments and estimates that were
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 or loss of the company for the year under review;
c) That the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the companies Act, 1956 for safeguarding the assets of
the company and for preventing and detecting fraud and other
irregularities;
d) That the directors have prepared the accounts for the financial year
ended 31st March 2014 on a going concern basis.
CORPORATE GOVERNANCE :
A detailed report on Corporate Governance and a Certificate from the
Statutory Auditors of the Company regarding compliance with conditions
of Corporate Governance have been furnished in the Annual Report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT :
In accordance with the requirements of the Listing Agreement, the
Management Discussion and Analysis Report is presented in a separate
section forming part of the Annual Report.
DECLARATION FOR CODE OF CONDUCT :
Pursuant to Clause 49 of the Listing Agreement, the declaration signed
by the Managing Director affirming compliance of the Code of Conduct by
the Directors and Senior Management personnel of the Company for the
financial year 2013-2014 is annexed and forms part of the Corporate
Governance Report.
APPOINTMENT OF KEY MANAGERIAL PERSONNEL (KMP) :
Mr. A.V.Rama Krishna Rao General Manager-Finance who is in-charge of
finance and accounts has been appointed as the Chief Financial Officer
(CFO) of the company. He is well versed with the financial and banking
matters and posses'' adequate experience in these areas.
CONSTITUTION & RECONSTITUTION OF COMMITTEES :
The company has constituted Stakeholders Relationship Committee and
reconstituted Audit committee, Nomination & Remuneration Committee,
Share Transfer Committee as per the provisions of the Companies Act,
2013 and revised Clause-49 of the listing Agreement.
COMPLIANCE CERTIFICATE :
In accordance with the requirement of Section 383A of the Companies
Act, 1956, Certificate from a Practicing Company Secretary, certifying
that all legal requirements, in respect of the Company for the year
ended 31st March, 2014 have been complied with, which forms part of
this report is annexed hereto.
LISTING
The equity shares of the Company is listed with Bombay Stock Exchange
(BSE). There are no arrears on account of payment of listing fees to
BSE. CONSERVATION OF ENERGY, FOREIGN EXCHANGE ETC. :
Information on Conservation of Energy, technology absorption, foreign
exchange earnings and outgo required to be given pursuant to 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 not applicable since there is no such activity at present being
pursued by the Company.
PERSONNEL :
None of the employees are drawing Rs.5,00,000/- and above per month or
Rs.60,00,000/- and above in aggregate per annum, the limits prescribed
under Section 217(2A) of the Companies Act, 1956. Hence the information
as required under the Companies (Disclosure of Particulars in the
Report of Board of Directors) Rules, 1988 are not annexed to this
report.
ACKNOWLEDGEMENTS:
The Directors thank the Company''s Bankers namely State Bank of India,
ING Vysya Bank Limited, HDFC Bank Limited and officials of concerned
Government Departments for their co-operation and continued support to
the Company.
The Directors also take this opportunity to express their appreciation
for the sincere and dedicated services of the Employees of the Company
at all levels.
For and on behalf of the Board of Directors
Sd/-
Place : Secunderabad (D.SURESH)
Dated : 08-08-2014 Chairman
Mar 31, 2013
Dear Members,
The Directors have pleasure in presenting the 20th Annual Report and
the Audited Statement of Accounts for the year ended 31st March, 2013.
FINANCIAL RESULTS :
The summarized Financial Results of the Company are given hereunder :
(Rs.in Lakhs)
Particulars FY 2012-13 FY 2011-12
Total Income 237.50 220.26
Operating Profit before
interest, Depreciation & Tax 26.84 139.65
Interest and other Financial charges 0.17 6.38
Depreciation 0.81 0.80
Net Profit before Tax 25.86 132.47
Provision for Income Tax & FBT 34.83 57.81
Provision for Deferred Tax (-25.86) (-12.62)
Net Profit after Tax 16.89 87.28
Add : Balance brought forward from
previous year 531.16 500.57
Profit available for appropriation 548.05 587.85
Proposed Dividend 30.00 30.00
Corporate Tax on Dividend 4.87 4.87
Balance to be carried forward 513.18 552.98
OPERATIONS:
During the year under review, the Company recorded a total income of Rs.
237.50 lakhs and a net profit of Rs. 16.89 lakhs against income of Rs.
220.26 lakhs and a net profit of Rs. 87.28 lakhs in the previous year.
The lower net profit is mainly due to NPAs.
BUSINESS OUTLOOK :
Considering various risks involved in business and probable NPAs, which
may result in lower margins and slower growth, your company is adopting
a very cautious approach towards future business.
DIVIDEND :
During the year under review, your Directors recommended a Dividend @
10% amounting to Rs. 30,00,300/- for the year ended 31st March, 2013.
This will entail an outflow of Rs. 34,87,023/- (inclusive of Dividend
Distribution Tax thereon).
CLASSIFICATION OF COMPANY :
In terms of provisions of Non-Banking Financial (Non-Deposit Accepting
or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2007
and as per Circular No. DNBS. PD. CC No. 128/ 03.02.059/2008-09 dated
15.09.2008 issued by Reserve Bank of India, your company has been
classified as Loan Company. The Company does not hold nor does it
accept deposits from the public.
Disclosures as prescribed by Non-Banking Financial (Non-Deposit
Accepting or Holding) Companies Prudential Norms (Reserve Bank)
Directions, 2007 and other NBFC regulations have been made in this
Annual Report.
FIXED DEPOSITS:
Your Company has not accepted/invited any deposits from the public for
the year under review within the meaning of Non-Banking Financial
Companies Acceptance of Public Deposits (Reserve Bank) Directions, 1998
and Section 58A of the Companies Act, 1956 and the rules made
thereunder.
DIRECTORS :
Dr. T.G.Surendranath and Mr. Gowra Surya Prakash, Directors of the
Company will retire by rotation at the ensuing Annual General Meeting
and being eligible, offers themselves for reappointment.
AUDITORS'' REPORT :
The observations made in the Auditors'' Report, read together with the
relevant notes thereon are self-explanatory and hence, do not call for
any comments under Section 217 of the Companies Act, 1956.
AUDITORS :
M/s. Dagliya & Co., Chartered Accountants, Auditors of the Company
retires at the Annual General Meeting and the Company has received
certificate from them to the effect that their reappointment, if made,
would be within the limits prescribed under Section 224(1B) of the
Companies Act, 1956. Members are requested to reappoint them and to
authorize the Board to fix their remuneration.
DIRECTORS RESPONSIBILITY STATEMENT AS REQUIRED UNDER SECTION 217(2AA)
OF THE COMPANIES ACT, 1956:
In compliance of Section 217 (2AA), as incorporated by the Companies
(Amendment) Act, 2000, in the Companies Act, 1956, your Directors
confirm : -
a) That in the preparation of the accounts for the financial year ended
31st March, 2013, the applicable accounting standards have been
followed along with proper explanation relating to material departures;
b) That the Directors have selected such accounting policies and
applied them consistently and made judgments and estimates that were
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 or loss of the company for the year under review;
c) That the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the companies Act, 1956 for safeguarding the assets of
the company and for preventing and detecting fraud and other
irregularities;
d) That the directors have prepared the accounts for the financial year
ended 31st March 2013 on a going concern basis.
CORPORATE GOVERNANCE :
A detailed report on Corporate Governance and a Certificate from the
Statutory Auditors of the Company regarding compliance with conditions
of Corporate Governance have been furnished in the Annual Report.
CODE OF CONDUCT :
Pursuant to Clause 49 of the Listing Agreement, the declaration signed
by the Managing Director affirming compliance of the Code of Conduct by
the Directors and Senior Management personnel of the Company for the
financial year 2012-2013 is annexed and forms part of the Corporate
Governance Report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT :
In accordance with the requirements of the Listing Agreement, the
Management Discussion and Analysis Report is presented in a separate
Section forming part of the Annual Report.
COMPLIANCE CERTIFICATE :
In accordance with the requirement of Section 383A of the Companies
Act, 1956, Certificate from a Practicing Company Secretary, certifying
that all legal requirements, in respect of the Company for the year
ended 31st March, 2013 have been complied with, which forms part of
this report is annexed hereto.
LISTING
The equity shares of the Company is listed with Bombay Stock Exchange
(BSE). There are no arrears on account of payment of listing fees to
the Stock Exchange.
CONSERVATION OF ENERGY, FOREIGN EXCHANGE ETC. :
Information on Conservation of Energy, technology absorption, foreign
exchange earnings and outgo required to be given pursuant to 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 not applicable since there is no such activity at present being
pursued by the Company.
PERSONNEL :
None of the employees are drawing Rs. 5,00,000/- and above per month or Rs.
60,00,000/- and above in aggregate per annum, the limits prescribed
under Section 217(2A) of the Companies Act, 1956. Hence the information
as required under the Companies (Disclosure of Particulars in the
Report of Board of Directors) Rules, 1988 are not annexed to this
report.
ACKNOWLEDGEMENTS:
The Directors thank the Company''s Bankers namely State Bank of India,
ING Vysya Bank Limited, HDFC Bank Limited and officials of concerned
Government Departments for their co-operation and continued support to
the Company.
The Directors also take this opportunity to express their appreciation
for the sincere and dedicated services of the Employees of the Company
at all levels.
For and on behalf of the Board of Directors
Sd/-
Place : Secunderabad (D.SURESH)
Dated : 9th August,2013 Chairman
Mar 31, 2012
The Directors have pleasure in presenting the 19th Annual Report and
the Audited Statement of Accounts for the year ended 31st March, 2012.
FINANCIAL RESULTS :
The performance during the period ended 31st March 2012 has been as
under:
(Rs. in lakhs)
Particulars As on 31-03-2012 As on 31-03-2011
Total Income 220.26 341.70
Operating Profit before interest,
Depreciation & Tax 139.65 292.29
Interest and other Financial charges 6.38 41.27
Depreciation 0.80 0.85
Net Profit before Tax 132.47 250.17
Provision for Income Tax & FBT 57.81 92.81
Provision for Deferred Tax (-12.62) (-4.26)
Net Profit after Tax 87.28 161.62
Add : Balance brought forward
from previous year 500.57 428.33
Profit available for appropriation 587.85 589.95
Proposed Dividend 30.00 42.00
Corporate Tax on Dividend 4.87 6.98
Balance to be carried forward 552.98 540.97
OPERATIONS:
During the year under review, the Company recorded a total income of Rs.
220.26 lakhs and a net profit of Rs. 87.28 lakhs against income of Rs.
341.70 lakhs and a net profit of Rs. 161.62 lakhs in the previous year.
The decrease in total income and net profit was mainly on account of
increase in NPA provisions and reversal of accrued interest.
BUSINESS OUTLOOK :
Considering various risks involved in business and probable future
NPAs, which may result in lower margins and slower growth. Your Company
is adopting a very cautious approach towards future business.
DIVIDEND :
Considering the performance during the year under review, your
Directors recommended a Dividend @ 10% amounting to Rs.30,00,300/- for
the year ended 31st March, 2012. This will entail an outflow of Rs.
34,87,023/- (inclusive of tax thereon).
CLASSIFICATION OF LOAN COMPANY :
In terms of provisions of Non-Banking Financial (Non-Deposit Accepting
or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2007
and as per Circular No.DNBS.PD.CC No.128/03.02.059/2008-09 dated
15.09.2008 issued by Reserve Bank of India, your company has been
classified as Loan Company. The Company does not hold nor does it
accept deposits from the public.
Disclosures as prescribed by Non-Banking Financial (Non-Deposit
Accepting or Holding) Companies Prudential Norms (Reserve Bank)
Directions, 2007 and other NBFC regulations have been made in this
Annual Report.
FIXED DEPOSITS:
Your Company has not accepted/invited any deposits from the public for
the year under review within the meaning of Non- Banking Financial
Companies Acceptance of Public Deposits (Reserve Bank) Directions, 1998
and Section 58A of the Companies Act, 1956 and the rules made
thereunder.
DIRECTORS :
Mr. Gowra Lakshminarayana and Mr. Soma Dayanand, Directors of the
Company will retire by rotation at the ensuing Annual General Meeting
and being eligible, offers themselves for reappointment.
Mr. J.A.Mohan Kumar was appointed as an Additional Director of the
Company with effect from 11th August, 2012 by the Board in terms of
Section 260 of the Companies Act, 1956. He hold the office till the
conclusion of the forthcoming Annual General Meeting of the Company.
The Company has received a notice from a member along with a deposit of
Rs. 500/- as per Section 257 of the Companies Act, 1956 for appointment
of Mr. J.A.Mohan Kumar as Director liable to retire by rotation.
AUDITORS' REPORT :
The observations made in the Auditors' Report, read together with the
relevant notes thereon are self-explanatory and hence, do not call for
any comments under section 217 of the Companies Act, 1956.
AUDITORS :
M/s. Dagliya & Co., Chartered Accountants, Auditors of the Company
retires at the Annual General Meeting and the Company has received
certificate from them to the effect that their reappointment, if made,
would be within the limits prescribed under Section 224(1B) of the
Companies Act, 1956. Members are requested to reappoint them and to
authorize the Board to fix their remuneration.
DIRECTORS' RESPONSIBILITY STATEMENT AS REQUIRED UNDER SECTION
217(2AA) OF THE COMPANIES ACT, 1956:
In compliance of section 217 (2AA), as incorporated by the Companies
(Amendment) Act, 2000, in the Companies Act, 1956, your Directors
confirm : -
a) That in the preparation of the accounts for the financial year ended
31st March, 2012, the applicable accounting standards have been
followed along with proper explanation relating to material departures;
b) That the Directors have selected such accounting policies and
applied them consistently and made judgments and estimates that were
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 or loss of the Company for the year under review;
c) That the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities;
d) That the Directors have prepared the accounts for the financial year
ended 31st March, 2012 on a going concern basis.
CORPORATE GOVERNANCE :
A detailed report on Corporate Governance and a Certificate from the
Statutory Auditors of the Company regarding compliance with conditions
of Corporate Governance have been furnished in the Annual Report.
CODE OF CONDUCT :
Pursuant to Clause 49 of the Listing Agreement, the declaration signed
by the Managing Director affirming compliance of the Code of Conduct by
the Directors and Senior Management personnel of the Company for the
financial year 2011-2012 is annexed and forms part of the Corporate
Governance Report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT :
In accordance with the requirements of the Listing Agreement, the
Management Discussion and Analysis Report is presented in a separate
section forming part of the Annual Report.
COMPLIANCE CERTIFICATE :
In accordance with the requirement of Section 383A of the Companies
Act, 1956, Certificate from a Practicing Company Secretary, certifying
that all legal requirements, in respect of the Company for the year
ended 31st March, 2012 have been complied with, which forms part of
this report is annexed hereto. Regarding clause No.9 of the above
Compliance Certificate, the Directors feel that provisions of Section
297 of the Act do not apply to the transaction. However the Company is
seeking legal opinion in the matter and if so required, Company will
take necessary steps to comply the relevant provisions of the Act.
LISTING :
The equity shares of the Company is listed with Bombay Stock Exchange
(BSE). There are no arrears on account of payment of listing fees to
the Stock Exchange.
CONSERVATION OF ENERGY, FOREIGN EXCHANGE ETC. :
Information on Conservation of Energy, technology absorption, foreign
exchange earnings and outgo required to be given pursuant to 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 not applicable since there is no such activity at present being
pursued by the Company.
PERSONNEL :
None of the employees are drawing Rs. 5,00,000/- and above per month or Rs.
60,00,000/- and above in aggregate per annum, the limits prescribed
under Section 217(2A) of the Companies Act, 1956. Hence the information
as required under the Companies (Disclosure of Particulars in the
Report of Board of Directors) Rules, 1988 are not annexed to this
report.
ACKNOWLEDGEMENTS:
The Directors thank the Company's Bankers namely State Bank of India,
ING Vysya Bank Ltd., HDFC Bank Ltd. and officials of concerned
Government Departments for their co-operation and continued support to
the Company.
The Directors also take this opportunity to express their appreciation
for the sincere and dedicated services of the employees of the Company
at all levels.
For and on behalf of the Board of Directors
Sd/-
Place : Secunderabad (D.SURESH)
Dated : 11th August, 2012 Chairman
Mar 31, 2011
Dear Members,
The Directors have pleasure in presenting the 18th Annual Report and
the Audited Statement of Accounts for the year ended 31st March, 2011.
FINANCIAL RESULTS :
The performance during the period ended 31st March 2011 has been as
under:
(Rs. in lakhs)
As on 31-03-2011 As on 31-03-2010
Total Income 341.70 233.98
Operating Profit before
interest, Depreciation & Tax 292.29 201.92
Interest and other Financial
charges 41.27 2.41
Depreciation 0.85 0.97
Net Profit before Tax 250.17 198.54
Provision for Income Tax & FBT 92.81 71.47
Provision for Deferred Tax (-4.26) 0.38
Net Profit after Tax 161.62 126.69
Add : Balance brought forward from
previous year 428.33 372.27
Profit available for appropriation 589.95 498.96
Proposed Dividend 42.00 36.00
Corporate Tax on Dividend 6.98 6.12
Balance to be carried forward 540.97 456.84
OPERATIONS:
The financial year 2010-11 was a good year for the company. During the
year under review, the Company recorded a total income of Rs. 341.70
lakhs and a net profit of Rs.161.62 lakhs against income of Rs.233.98
lakhs and a net profit of Rs.126.69 lakhs in the previous financial
year. The business growth was achieved in a very cautious manner.
BUSINESS OUTLOOK :
The future outlook of the Company is bright. However, as mentioned
earlier, the high inflation environment resulting in steadily rising
interest rates may lead to slower growth.
DIVIDEND :
Considering the performance during the year under review, your
Directors recommended a Dividend @ 14% amounting to Rs.42,00,420/- for
the year ended 31st March, 2011. This will entail an outflow of
Rs.48,98,110/- (inclusive of tax thereon).
CLASSIFICATION OF LOAN COMPANY :
In terms of provisions of Non-Banking Financial (Non-Deposit Accepting
or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2007
and as per Circular No. DNBS. PD. CC No. 128/03.02.059/2008-09 dated
15.09.2008 issued by Reserve Bank of India, your company has been
classified as Loan Company. The Company does not hold nor does it
accept deposits from the public.
Disclosures as prescribed by Non-Banking Financial (Non-Deposit
Accepting or Holding) Companies Prudential Norms (Reserve Bank)
Directions, 2007 and other NBFC regulations have been made in this
Annual Report.
FIXED DEPOSITS:
Your Company has not accepted/invited any deposits from the public for
the year under review within the meaning of Non Banking Financial
Companies Acceptance of Public Deposits (Reserve Bank) Directions, 1998
and Section 58A of the Companies Act, 1956 and the rules made
thereunder.
DIRECTORS :
Mr. D.Suresh and Mr. T.Shankar, Directors of the Company will retire by
rotation at the ensuing Annual General Meeting and being eligible,
offers themselves for reappointment.
Mr. Gowra Srinivas and Mr. Gowra L.Prasad were reappointed as Managing
Director and Executive Director respectively by the Board at its
Meeting held on 26th May, 2011 for a further period of 5 years with
effect from 1st August, 2011.
AUDITORS' REPORT :
The observations made in the Auditors' Report, read together with the
relevant notes thereon are self-explanatory and hence, do not call for
any comments under section 217 of the Companies Act, 1956.
AUDITORS :
M/s. Dagliya & Co., Chartered Accountants, Auditors of the Company
retires at the Annual General Meeting and the Company has received
certificate from them to the effect that their reappointment, if made,
would be within the limits prescribed under Section 224(1B) of the
Companies Act, 1956. Members are requested to reappoint them and to
authorize the Board to fix their remuneration.
DIRECTORS RESPONSIBILITY STATEMENT AS REQUIRED UNDER SECTION 217(2AA)
OF THE COMPANIES ACT, 1956:
In compliance of section 217 (2AA), as incorporated by the Companies
(Amendment) Act, 2000, in the Companies Act, 1956, your directors
confirm : -
a) That in the preparation of the accounts for the financial year ended
31st March, 2011, the
applicable accounting standards have been followed along with proper
explanation relating to material departures;
b) That the Directors have selected such accounting policies and
applied them consistently and made judgments and estimates that were
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 or loss of the company for the year under review;
c) That the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the companies Act, 1956 for safeguarding the assets of
the company and for preventing and detecting fraud and other
irregularities;
d) That the directors have prepared the accounts for the financial year
ended 31st March 2011 on a going concern basis.
CORPORATE GOVERNANCE :
A detailed report on Corporate Governance and a Certificate from the
Statutory Auditors of the Company regarding compliance with conditions
of Corporate Governance have been furnished in the Annual Report.
CODE OF CONDUCT :
Pursuant to Clause 49 of the Listing Agreement, the declaration signed
by the Managing Director affirming compliance of the Code of Conduct by
the Directors and Senior Management personnel of the Company for the
financial year 2010-2011 is annexed and forms part of the Corporate
Governance Report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT :
In accordance with the requirements of the Listing Agreement, the
Management Discussion and Analysis Report is presented in a separate
section forming part of the Annual Report.
COMPLIANCE CERTIFICATE :
In accordance with the requirement of Section 383A of the Companies
Act, 1956, Certificate from a Practicing Company Secretary, certifying
that all legal requirements, in respect of the Company for the year
ended 31st March, 2011 have been complied with, which forms part of
this report is annexed hereto.
LISTING
The equity shares of the Company is listed with Bombay Stock Exchange
(BSE). There are no arrears on account of payment of listing fees to
the Stock Exchange.
CONSERVATION OF ENERGY, FOREIGN EXCHANGE ETC. :
Information on Conservation of Energy, technology absorption, foreign
exchange earnings and outgo required to be given pursuant to 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 not applicable since there is no such activity at present being
pursued by the Company.
PERSONNEL :
None of the employees are drawing Rs.5,00,000/- and above per month or
Rs.60,00,000/- and above in aggregate per annum, the limits prescribed
under Section 217(2A) of the Companies Act, 1956. Hence the information
as required under the Companies (Disclosure of Particulars in the
Report of Board of Directors) Rules, 1988 is not annexed to this
report.
ACKNOWLEDGEMENTS:
The Directors thank the Company's Bankers namely State Bank of India,
ING Vysya Bank Limited and HDFC Bank and officials of concerned
Government Departments for their co-operation and continued support to
the Company.
The Directors also take this opportunity to express their appreciation
for the sincere and dedicated services of the Employees of the Company
at all levels.
For and on behalf of the Board of Directors
Sd/-
Place : Secunderabad (D.Suresh)
Dated : 13-08-2011 Chairman
Mar 31, 2010
The Directors have pleasure in presenting the 17th Annual Report and
the Audited Statement of Accounts for the year ended 31st March, 2010.
FINANCIAL RESULTS :
The performance during the period ended 31st March 2010 has been as
under:
(Rs.in lakhs)
OPERATIONS:
Sl. Particulars as at As at
No. 31-03-2010 31-03-2009
1. Total Income 233.98 198.85
2. Total Expenses 34.47 19.73
3. Depreciation 0.97 0.93
4. Profit before tax 198.54 178.19
5. Provision for Tax 68.52 57.86
6. Net Profit 130.02 120.33
7. Taxation adjustment for
the earlier years 3.32 0.01
8. Net Profit after Tax 126.70 120.32
During the year under review, the Company recorded a total income of
Rs. 233.98 lakhs as against Rs. 198.85 lakhs during the previous year
and a net profit of Rs. 126.70 lakhs against Rs. 120.32 lakhs in the
previous year.
FUTURE OUTLOOK :
Your Company is focusing mainly on giving Loans and ICDs. The future
outlook of the company is bright.
DIVIDEND :
Considering the performance during the year under review, your
Directors recommended a Dividend @ 12% amounting to Rs.36.00 lakhs for
the year ended 31st March, 2010. This will entail an outflow of
Rs.42.12 lakhs (inclusive of tax thereon).
FIXED DEPOSITS:
Your Company has not invited any deposits from the Public for the year
under review within the meaning of Section 58 A of the Companies Act,
1956 and the rules made there under.
INTERNAL CONTROL SYSTEMS :
Your Company has well established procedures for internal control
across its various locations, commensurate with its size and
operations. The organization is adequately staffed with,qualified and
experienced personnel for implementing and monitoring the internal
control environment. The internal audit function is adequately
resourced commensurate with the operations of the Company and reports
to the Audit Committee of the Board.
CORPORATE GOVERNANCE :
Your Company is committed to the tenets of good Corporate Governance
and has taken adequate steps to ensure that the requirements of
Corporate Governance as laid down in Clause 49 of the Listing Agreement
are complied with.
A separate report on Corporate Governance and a Management Discussion
and Analysis Report are being produced as a part of the Annual Report
of the Company.
The Auditors of the Company have certified that conditions of Corporate
Governance as stipulated under Clause 49 of the Listing Agreement are
complied by the Company and their certificate is annexed to the report
on Corporate Governance.
DIRECTORS :
Mr. T.G. Surendranath and Mr. Soma Dayanand, Directors of the Company
will retire by rotation at the ensuing Annual General Meeting and being
eligible, offers themselves for reappointment.
Mr. Gowra Surya Prakash was appointed as an Additional Director of the
Company with effect from 11th August, 2010 by the Board in terms of
Section 260 of the Companies Act 1956. He holds the office up to the
date of the forthcoming Annual General Meeting of the Company. The
Company has received a notice from a member along with a deposit of
Rs.500/- as per Section 257 of the Companies Act, 1956 for appointment
of Mr. Gowra Surya Prakash as Director liable to retire by rotation.
Mr. Gowra S.Rajagopal resigned from the post of Director of the Company
with effect from 11th August, 2010. Your Directors place on record
their appreciation of the valuable services and guidance provided by
Mr. Gowra S.Rajagopal as the Director of the Company.
INSURANCE:
The Properties and assets of your Company are adequately insured.
AUDITORS REPORT :
The observations of the auditors are explained, wherever necessary, in
appropriate notes to the accounts.
AUDITORS :
M/s. Dagliya & Co., Chartered Accountants, Auditors of the Company
retires at the conclusion of this Annual General Meeting and the
Company has received a letter from them to the effect that their
reappointment, if made, would be within the limits prescribed under
Section 224(1 B) of the Companies Act, 1956.
DIRECTORS RESPONSIBILITY STATEMENT AS REQUIRED UNDER SECTION 217(2AA)
OF THE COMPANIES ACT, 1956:
In compliance of section 217 (2AA), as incorporated by the Companies
(Amendment) Act, 2000, in the Companies Act, 1956, your directors
confirm : -
a) That in the preparation of the accounts for the financial year ended
31st March, 2010, the applicable accounting standards have been
followed along with proper explanation relating to material departures;
b) That the Directors have selected such accounting policies and
applied them consistently and made judgements and estimates that were
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 or loss of the company for the year under review;
c) That the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the companies Act, 1956 for safeguarding the assets of
the company and for preventing and detecting fraud and other
irregularities;
d) That the directors have prepared the accounts for the financial year
ended 31st March, 2010 on a going concern basis.
COMPLIANCE CERTIFICATE :
In accordance with the requirement of Section 383A of the Companies
Act, 1956, Certificate from Mr. V.K.Bafna, a Practicing Company
Secretary, certifying that all legal requirements, in respect of the
Company for the year ended 31st March, 2010 have been complied with,
which forms part of this report is annexed hereto.
CONSERVATION OF ENERGY, FOREIGN EXCHANGE ETC. :
Information on Conservation of Energy, technology absorption, foreign
exchange earnings and outgo required to be given pursuant to 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 not applicable since there is no such activity at present being
pursued by the Company.
PERSONNEL :
None of the employees are drawing Rs.2,00,000/- and above per month or
Rs.24,00,000/- and above in aggregate per annum, the limits prescribed
under Section 217(2A) of the Companies Act, 1956. Hence the information
as required under the Companies (Disclosure of Particulars in the
Report of Board of Directors) Rules, 1988 are not annexed to this
report.
ACKNOWLEDGEMENTS:
The Directors thank the Companys Bankers namely ING Vysya Bank
Limited, State Bank of India and HDFC Bank and officials of concerned
Government Departments for their co- operation and continued support to
the Company.
The Directors also take this opportunity to express their appreciation
for the sincere and dedicated services of the Employees of the Company
at all levels.
For and on behalf of the Board of Directors
Sd/-
Place : Secunderabad (D.SURESH)
Dated : August 11,2010 Chairman
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