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Galada Finance Ltd.

BSE: 538881 Sector: Financials
NSE: N.A. ISIN Code: INE243E01010
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OPEN 23.55
PREVIOUS CLOSE 23.25
VOLUME 100
52-Week high 23.55
52-Week low 12.85
P/E 29.81
Mkt Cap.(Rs cr) 7
Buy Price 0.00
Buy Qty 0.00
Sell Price 23.60
Sell Qty 100.00
OPEN 23.55
CLOSE 23.25
VOLUME 100
52-Week high 23.55
52-Week low 12.85
P/E 29.81
Mkt Cap.(Rs cr) 7
Buy Price 0.00
Buy Qty 0.00
Sell Price 23.60
Sell Qty 100.00

Galada Finance Ltd. (GALADAFINANCE) - Director Report

Company director report

To

The Members

Your Directors have pleasure in presenting their 3151 Annual Report on thebusiness and operations of the Company and the accounts for the Financial Year ended March312017.

a) Financial summary or highlights/Performance of the Company (Standalone)

The financial results for the year ended 31st March 2017 are given below

Description For the year ended 31“ March 2017 For the year ended 31“ March 2016
Total Income 17614874 15423465
Total Expenditure 14548894 12256837
Profit before tax 3065980 3166628
Tax 701500 871000
Profit after tax 2364480 2295628
Add : Opening Balance 14320158 12484530
Less : Transfer to Statutory Reserve 473000 460000
Closing Balance to be carried to Balance Sheet 16211638 14320158
EPS 0.79 0.77

b) Dividend

Your directors wish to retain the profit for the growth and development of the Company.Hence no dividend is recommended forthe financial year ending 31st March 2017.

c) Reserves

During the year an amount of Rs.473000/- (Rupees Four Lakhs Seventh Three Thousandonly) is transferred to Statutory Reserve as per Section 45-IC of the Reserve Bank ofIndia Act 1934.

d) Brief description of the Company's working during the year/State of Company'saffairs

During the year under report the Company extended hire purchase finance to the tune ofRs. 521.73 lakhs and financing under other creditfacility of Rs. 158.55 lakhs.

The total income of the Company is at Rs. 176.15 lakhs during the year under review asagainst Rs.154.23 lakhs in the previous financial year; and the profit before tax duringthe year under review is at Rs. 30.65 lakhs as compared to Rs.31.67 lakhs in the previousfinancial year; and that profit aftertax during the year under review is at Rs. 23.64lakhs as compared to Rs.22.96 lakhs in the previous financial year.

There is no separate reportable segment as per Accounting Standard -17 as the operationrelated to one segment

e) Information required under Non-Banking Financial Companies Acceptance Of PublicDeposits (Reserve Bank) Directions 1998

There are no instance where the public deposit of the company have not been claimed bythe depositors or not paid by the company after the date on which the deposit became duefor repayment.

As such the total amount due under such accounts remaining unclaimed or unpaid beyondthe dates referred to above was NIL.

f) Change in the nature of business if any

There is no significant change in the activities of the company. Your Company continuesto advance finance underthe various categories as in previous years.

g) Material changes and commitments if any affecting the financial position of thecompany which have occurred between the end of the financial year of the company to whichthe financial statements relate and the date of the report

No Material changes occurred subsequent to the close of the financial year of theCompany to which the balance sheet relates and the date of this report.

h) Details of significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and company's operations in future

There are no instances wherein significant and material orders passed by regulators orcourts or tribunals had impacted the going concern status and company's operations.

i) Details in respect of adequacy of internal financial controls with reference to theFinancial Statements.

The Company's Internal Control System is designed to ensure operational efficiencyprotection and conservation of resources accuracy and promptness in financial reportingand compliance with laws and regulations. Adequate Internal Control Systems and checks arein place commensurate with the size of the Company and nature of its business. Themanagement exercises financial control on the operations through a well defined monitoringprocess and standard operating procedures.

j) Vigil Mechanism / Whistle Blower Policy

The company has a Vigil Mechanism Policy to deal with any instance of fraud ormismanagement. The details of the Policy are explained in the Corporate Governance Reportand are also posted on the website of the company.

k) Details of Subsidiary/Joint Ventures/Associate Companies

Your Company do not have a Subsidiary/Joint Venture/Associate Company as such instancesof reporting does notarise.

l) Performance and financial position of each of the subsidiaries associates and jointventure companies included in the consolidated financial statement.

As there are not subsidiaries associates and joint venture companies instances ofreporting on their performance and financial position does not arise.m) Deposits

m) The details relating to deposits covered under Chapter V of the Act-

(a) accepted during the year including renewal of interest accrued on renewal of existing deposits; Rs.632000/- (See Note)
(b) remained unpaid or unclaimed as at the end of the year; Nil
(c) whether there has been any default in repayment of deposits or payment of interest thereon during the year and if so number of such cases and the total amount involved
(i) at the beginning of the year; Nil
(ii) maximum during the year; Nil
(iii) at the end of the year; Nil
(d) The details of deposits which are not in compliance with the requirements of Chapter V of the Act; Nil

Note:

Of the above Rs. 5.32 lakhs repaid as directed by RBI Rs.1 lakh exempted depositrenewed by director retained.

n) Statutory Auditors

Pursuant to the new requirement of Section 139 (2) of the Companies Act 2013 M/sChandarana & Sanklecha Statutory Auditors (Firm Registration No. 000557S) retire byrotation at the ensuing annual general meeting of the company it was decided to appointMiss Diyali B. Chartered Accountant (Membership No.242354) who has confirmed hereligibility under Section 141 (3) of the Companies Act 2013 and the Rules framed thereunder for appointment as Auditors of the Company. As required Schedule II of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 (Erstwhile ListingAgreement) The proposed auditors have also confirmed that they hold a valid certificateissued by the Peer Review Board of the Institute of Chartered Accounts of India. Asrequired by Section 139 (1) of the Companies Act 2013 the appointment of StatutoryAuditors is placed before the members for approval.

o) Auditors' Report

The Board of Directors wish to state that the Auditors' Report on the Audited FinancialStatement of the Company for the year ended 31st March 2017 do not contain anyqualification reservation or adverse remark so need not require any explanation orcomment

p) Share Capital

I. Issue of equity shares with differential rights

The Board of Directors wish to inform that there are no instance during the financialyear for issue of equity shares with differential rights as such the requirement forproviding details as provided in rule 4 (4) of Companies (Share Capital and Debentures)Rules 2014 does notarise.

II. Issue ofsweat equity shares

The Board of Directors wish to inform that there are no instance during the financialyear for issue ofsweat equity shares as such the requirement for providing details asprovided in rule 8 (13) of Companies (Share Capital and Debentures) Rules 2014 does notarise.

III. Issue of employee stock options

The Board of Directors wish to inform that there are no instance during the financialyear for issue of employee stock options as such the requirement for providing details asprovided in rule 12 (9) of Companies (Share Capital and Debentures) Rules 2014 doesnotarise.

q) Provision of money by company for purchase of its own shares by employees or bytrustees for the benefit of employees

The Board of Directors wish to inform that there are no instance during the financialyear where the company had made provision of money for purchase of its own shares byemployees or by trustees for the benefit of employees as such the requirement forproviding details as provided in rule 16 (4) of Companies (Share Capital and Debentures)Rules 2014 does notarise

r) Extract of the annual return

The extract of the annual return for the financial year ended on 31st March 2017 asrequired by Section 92 (3) of the Companies Act 2013 is provided as Annexure“A”

s) Information as per Section 134(3)(m) of the Companies Act 2013

The company has no activity relating to consumption of energy or technology absorption.The company does not have any foreign exchange earnings and outgo during the year.

t) Corporate Social Responsibility (CSR)

The Corporate Social Responsibility (CSR) which is applicable to every company havingnet worth of rupees five hundred crore or more or turnover of rupees one thousand croreor more or a net profit of rupees five crore or more during any financial year is Notapplicable and as such instances of disclosures as per Rule 9 of Companies (CorporateSocial Responsibility Policy) Rules 2014 does not arise.

u) Directors:

At the forthcoming AGM Shri J. Ashok Galada Managing Director is being re-appointedfor a period of two years w.e.f. 1st April 2017 and Mr Naveen Galada Directoris liable to retire by rotation and being eligible has offered himself for re-appointment

Your Directors recommend the re-appointment of the Managing Director and directorretiring by rotation to the members.

v) Declaration from Independent Director(s)

The Company had received necessary declaration from each independent Director of theCompany under Section 149 (7) of the Companies Act 2013 that each of them meets with thecriteria of their independence as laid down in Section 149 (6).

w) Formal Annual Evaluation The Board periodically evaluates its own performance andthat of its committees and individual directors..

x) Disclosure under Sexual Harassment of Women At Workplace (Prevention Prohibitionand Redressal) Act 2013

Your company has always believed in providing a safe and harassment free work place forevery individual working in the company's premises through various interventions andpractices. The company always endeavours to create and provide an environment that is freefrom discrimination and harassment including sexual harassment. The company does not havea formal Anti Sexual Harassment policy in line with the requirements of the The SexualHarassment of Workmen atth the Workplace (Prevention Prohibition & Redressal) Act2013. Internal complaints committee has been set up to redress complaints contractualtemporary and trainees are covered under the policy.

The following is the summary of sexual harassment complaints received and disposed offduring the 2016-17:

No. Of complaints received : NIL No. Of complaints disposed off : NIL

y) Meetings of the Board of Directors Composition and category of Board of Directors

The Board of Directors of the company comprises of Executive Non-Executive andIndependent Directors. In all there are six Directors Two Executive and four IndependentDirectors.

Name of the Director Designation Category
Mr. J. Ashok Galada Managing Director Promoter and Executive Director
Mr. Naveen Galada Director
Justice P Bhaskaran Chairman Independent and Non-Executive Director
Mr S Venkatakrishnan
Mr K Ramu
Mrs. Indira Srinivasan Royakottam Director Independent and Non-Executive Director

Attendance of each Director at Board Meetings last Annual General Meeting and Numberof other Directorships and Membership/Chairmanship of Committees of each Director invarious Companies forms part of Corporate Governance Report.

z) Audit Committee

The Audit Committee comprised of the following directors for the year ended 31 st March2017.

Name of members Status in Committee Nature of Directorship
Justice P Bhaskaran Chairman Independent and Non- executive
S. Venkatakrishnan Member Director
K. Ramu Member

The terms of reference of the Audit Committee are as per the guidelines set out in thelisting Regulations with the stock exchange and these also confirm to the provisions ofthe Companies Act 2013. The details of date of the meeting of the committee andattendance of each Director along with scope of Audit Committee are given in the CorporateGovernance Report.

The Board has not rejected any proposal / recommendations of the Audit Committee duringthe year.

x) Details of establishment of vigil mechanism for directors and employees

The Company has a Vigil Mechanism named “Whistle Blower Policy” to deal withgenuine concerns raised by the Directors/employees if any. The details of the WhistleBlower Policy is explained in

the Corporate Governance Report and also posted on the Company'swebsitewww.galadafinance.in

ab) Nomination and Remuneration Committee

The Nomination and Remuneration Committee comprised of the following directors for theyear ended 31st March 2017

Name of members Status in Committee Nature of Directorship
K. Ramu Chairman Independent and Non- executive
Justice P. Bhaskaran Member Director
S. Venkatakrishnan Member

ac) Particulars of loans guarantees or investments under section 186

The Company has not given any loans or Guarantees covered under the provisions ofSection 186 of the Companies Act 2013. The details of the Investments made by Company aregiven in the notes to the financial statements.

ad) Particulars of contracts or arrangements with related parties:

All related party transaction that was entered into during the financial year was on anarm's length basis in the ordinary course of business. There are no 'material' contractsor arrangements or transactions which were not at arm's length basis and thereforedisclosure in form AOC -2 is not required.

All Related Party Transactions are placed before the Audit Committee as also the Boardfor approval. Prior omnibus approval of the Audit Committee is obtained for thetransactions which are foreseeable and repetitive nature. For the transactions enteredinto pursuant to the omnibus approval so granted a statement giving details of allrelated party transactions is placed before the Audit Committee and the board of Directorsfor their approval on a quarterly basis.

ae) Managerial Remuneration:

Disclosure of remuneration under section 197 (12) of the companies act 2013 read withrule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 are provided at Annexure “B”

af) Secretarial Audit Report

The Board of Directors of the company had appointed Mr. V. Nagarajan of M/s V.Nagarajan & Co. Company Secretaries in Practice (Membership No. FCS 5626/CP 3288)having address at No. 29 Kavarai Street West Mambalam Chennai 600 033 who has conductedthe Secretarial Audit of the Company for the Financial Year 2016-17. The Secretarial Auditreport issued by him is attached to this report as Annexure - “C” . As there areno qualifications reservation or adverse remark or disclaimer made by the Companysecretary in whole time practice in the secretarial audit report the need for providingexplanation or comments on the same by the Board of Directors does not arise

ag) Corporate Governance Certificate

The Compliance certificate from the auditors regarding compliance of conditions ofcorporate governance as stipulated in SEBI (LODR) 2015 is provided as Annexure“D” to this report.

ah) Corporate Governance Report

The Company is committed to maintain the standards of corporate governance and adhereto the corporate governance requirements set out by SEBI.

The Report on corporate governance as stipulated under SEBI (LODR) 2015 forms part ofthe Annual Report and is attached as Annexure-E.

The requisite certificate from the Auditors of the Company confirming compliance withthe conditions of corporate governance as stipulated under the aforesaid SEBI (LODR)2015 is attached to the Report on corporate governance.

ai) Management's Discussion and Analysis Report

Management's Discussion and Analysis Report for the year under review as stipulatedunder Schedule V (Regulations 34(3) and 53(f)) of SEBI (LODR) 2015 with the StockExchanges in India is presented in a separate section forming part of the Annual Report.

aj) Risk management policy

A Risk Management Policy for the Company has been adopted by the Board. The Companymanages risk through a detailed Risk Management Policy framework which lays downguidelines in identifying assessing and managing risks that the businesses are exposedto. Risk is managed by the Board through appropriate structures that are in place.

ak) Directors' Responsibility Statement

The terms of clause (c) of sub-section (3) of Section 134 of the Companies Act 2013the directors state that:

(a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;

(b) the directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe profit and loss of the company for that period;

(c) the directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;

(d) the directors had prepared the annual accounts on a going concern basis; and

(e) the directors in the case of a listed company had laid down internal financialcontrols to be followed by the company and that such internal financial controls areadequate and were operating effectively.

(f) the directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

al) Acknowledgements

Your Directors would like to express their appreciation for the assistance andco-operation received from the financial institutions banks Government authoritiescustomers vendors and members during the year under review. Your Directors also wish toplace on record their deep sense of appreciation for the committed services by theCompany's executives staff and employees.

For and on behalf of the Board of Directors
Justice P Bhaskaran
Date: 29.07.2017 Chairman
Place: Chennai DIN:00126136