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Gilada Finance & Investments Ltd.

BSE: 538788 Sector: Financials
NSE: N.A. ISIN Code: INE918C01011
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OPEN 33.30
PREVIOUS CLOSE 34.75
VOLUME 100
52-Week high 62.70
52-Week low 11.00
P/E 6.89
Mkt Cap.(Rs cr) 12
Buy Price 33.30
Buy Qty 4.00
Sell Price 36.35
Sell Qty 35.00
OPEN 33.30
CLOSE 34.75
VOLUME 100
52-Week high 62.70
52-Week low 11.00
P/E 6.89
Mkt Cap.(Rs cr) 12
Buy Price 33.30
Buy Qty 4.00
Sell Price 36.35
Sell Qty 35.00

Gilada Finance & Investments Ltd. (GILADAFINANCE) - Director Report

Company director report

To

The Members

Your Directors have pleasure in presenting their 22nd Annual Report on thebusiness and operations of the Company and the accountsfor the Financial Year ended March312016.

1. FINANCIAL PERFORMANCE OF THE COMPANY

The Board's Report shall be prepared based on the stand alonefinancial statements ofthe company.

Particulars 2015-2016 2014-15
Total Income 20710066.50 20009177.50
Total Expenditure 7911875.07 4800458.68
Profit Before Exceptional and Extraordinary Items and Tax 12798191.43 15208718.82
Exceptional Item 515450.00 234062.00
Profit Before Tax 12282741.43 14974656.82
Tax Expense:

(i) Current Tax

4120710.00 4935695.00
(ii) Deferred Tax - -
Profit / (Loss) for the period 8162031.43 10038961.82
Earnings per Equity Share: (i) Basic 2.32 2.86
(ii) Diluted 2.32 2.86

2. BUSINESS OVERVIEW:

Your Company's revenue from operations increased to Rs.20662937.50 in the year2015-2016 form 19814191.50 in the previous year at growth rate about 4.28%. Furtherduring the year under review your Company has earned a net profit after taxation ofRs.8162031.43/- as compared to Rs.10038961.82/- in the previous year.

Your Directors are confident of further improving the performance and growth of theCompany in the ensuing years to face new challenges and competitive environment. YourCompany will respond to the competitive challenges by enhancing customer focus bybuilding more efficient network by ensuring adequate preparedness to take maximumadvantage of the opportunities and aggressively pursuing them.

3. TRANSFER TO RESERVES:

Your Company has transferred a sum of Rs.1632406.00 to statutory Reserve as requiredunder the Reserve Bank of India Act 1934. The Company has not transferred any amount toGeneral Reserve during the year under review.

4. DIVIDEND:

The Directors have declared and paid an Interim Dividend aggregating to Rs. 1762848on the equity shares of the Company to the shareholders of the Company. As no furtherdividend is being recommended the Interim Dividend paid is to be fully adjusted as finaldividend for the financial year ended 31st March 2016

5. MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY WHICH HAVE OCCURRED BETWEENTHE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICHTHE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT i.e. AFTER 31stMARCH 2016 BEFORE DATE OF SIGNATURE OF DIRECTORS' REPORT:

There have been no material changes and commitments that affect the financial positionof the company which have occurred between the end of thefinancial year of the company towhich thefinancial statements relate and the date of the report.

6. CHANGE IN THE NATURE OF BUSINESS IF ANY.

There has been no change in the business of the Company during the year under review.

7. NAMES OF THE COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES JOINTVENTURES OR ASSOCIATE COMPANIES DURING THE YEAR ALONG WITH REASONS:

The Company has no subsidiaries. Further during the year no joint ventures or associatecompanies were incorporated.

8. RBI GUIDELINES:

The Company fulfills all the norms and standards applicable to NBFCs as set out byReserve Bank of India (RBI). Your Company is well capitalized and has a capital adequacyratio as required by non- deposit accepting NBFCs as prescribed by RBI.

9. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

(I) Ms. Bindu Rajgopal Gilada (DIN: 00392976) retires by rotation at the forthcomingAnnual General Meeting and being eligible offers herself for reappointment.

The Company has received notices as required under Section 160 of the Act from certainmembers proposing the reappointment of Mr. Rajgopal Gilada and Mr. Sampatkumar ShankarlalGilada as Managing Director and Whole-time Director of the Company for tenure as allowedunder the provisions of the law. Accordingly necessary resolutions in this regard arealso placed before the members for their approval at the ensuing Annual General Meeting.

(ii)Mr. Ashok Kumar was appointed as Company Secretary cum Compliance Officer of theCompany with effect from 6th April 2016

10. NUMBER OF BOARD MEETINGS:

A calendar of Meetings is prepared and circulated in advance to the Directors. Duringthe year Eight Board Meetings and four Audit Committee Meetings were convened and held.The details of which are given in the Corporate Governance Report. The intervening gapbetween the Meetings was within the period prescribed under the Companies Act 2013.

11. BOARD EVALUATION:

SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 mandates thatthe Board shall monitor and review the Board evaluation framework. The framework includesthe evaluation of directors on various parameters such as

• Board dynamics and relationship

• Information flows

• Decision making

• Relationship with stakeholders

• Company performance and strategy

• Tracking Board and committees' effectiveness

The Companies Act 2013 states that a formal annual evaluation needs to be made by theBoard of its own performance and that of its committee and individual directors. ScheduleIV of the Companies act 2013 states that the performance evaluation of IndependentDirectors shall be done by the entire Board of Directors excluding the director beingevaluated.

The Board has made a formal evaluation of its own performance and that of itscommittees and individual directors as required under Section 134(3) (p) of the CompaniesAct 2013. The evaluation all directors and the Board as a whole was conducted based onthe criteria and framework adopted by the Board. The evaluation process has been explainedin the corporate governance report. The Board has approved the evaluation results ascollated by the nomination and remuneration committee.

12. DECLARATION BY AN INDEPENDENT DIRECTOR(S) AND RE- APPOINTMENT IF ANY:

The Company has received necessary declaration from each Independent Director of theCompany under Section 149 (7) of the Companies Act 2013 that the Independent Directors ofthe Company meet with the criteria of their Independence laid down in Section 149 (6).

The Company has not re-appointed any Independent Director after completion of fiveyears.

13. REMUNERATION POLICY:

The ratio of remuneration of each director to the median of employees' remuneration asper section 197(12) of the Companies Act 2013 read with Rule 5(1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 forms part of Board'sreport and shown below. There was no increase in the remuneration payable to the executivedirector - Mr. Sampat Kumar Gilada during the year under review but the managing Directorof the company has been paid Remuneration as disclosed below. The variable component ofthe salary of executive director is linked to the performance targets for the Company interms of revenue and for other employees; the Company has a defined performance targetslinked to the consolidated statement of Profit and Loss in addition to their performance.The increments in the pay to the employees are in consonance to average Industry standardsand requirement to recognize the critical talents. In order to ensure that remunerationreflects company performance the performance pay to the employees is linked to theorganization performance. There are no employees receiving remuneration in excess of theremuneration received by the executive director. The ratio of the remuneration of theexecutive director to the median remuneration of the employees of the Company for the yearended 31st March 2016 is given below.

Name of the Director Remuneration paid during 20152016 Ratio to Median Remuneration
Mr. Sampat Kumar Gilada Executive Director 600000 4.88
Mr. Rajgopal Gilada Managing Director 1200000 9.76

14. AUDITORS:

Pursuant to the provisions of Sections 139142 and other applicable provisions if anyof the Companies Act 2013(as amended or re-enacted from time to time) read with rule 3(7)of the Companies (Audit and Auditors) Rules 2014 (including any statutory modification(s)or re-enactment thereof for the time being in force) and pursuant to the Order dated 30thJune 2016 issued by the Ministry of Corporate Affairs regarding clarification withrespect to rotation of auditors M/s. Vishnukant Jaju & Associates CharteredAccountants (Firm Registration No. 014328W) is reappointed as the Statutory Auditorsof the Company to hold office from the conclusion of this meeting until the conclusion ofthe ensuing Annual General Meeting of the Company on such remuneration as may bedetermined by the Board of Directors.

The Auditors Report to the shareholders for the year under review does not contain anyqualification. Notes to Accounts and Auditors remarks in their report are self-explanatoryand do not call for any further comments

No frauds have been reported by the Auditors under Section 143(12) of the CompaniesAct 2013 requiring disclosure in the Board's Report.

15. DISCLOSURE ABOUT COST AUDIT:

In view of the same and in terms of the provisions of Section 148 and all otherapplicable provisions of the Companies Act 2013 read with the Companies (Audit andAuditors) Rules 2014 the Company is exempt from requirements of cost audit.

16. SECRETARIAL AUDIT REPORT:

In terms of Section 204 of the Act and Rules made there under Mr. S.P NagarajanPracticing Company Secretary has been appointed Secretarial Auditor of the Company. Thereport of the Secretarial Auditor is enclosed as Annexure III to this report.

17. INTERNAL FINANCIAL CONTROLS:

The Board has adopted policies and procedures for ensuring the orderly and efficientlyconduct of its business including adherence to the Company's policies the safe guardingof its assets the prevention and detection of frauds and errors the accuracy andcompleteness of the accounting records and timely disclosure of financial disclosures.

18. VIGIL MECHANISM:

In pursuant to the provisions of section 177(9) & (10) of the Companies Act 2013and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 a Vigil Mechanism for directors and employees to report genuineconcerns has been established. The Vigil Mechanism Policy has been uploaded on the websiteof the Company at www.gfil.co.in underinvestors/policy documents/Vigil Mechanism Policy link.

19. RISK MANAGEMENT POLICY:

A statement indicating development and implementation of a risk management policy forthe Company including identification therein of elements of risk if any this in theopinion of the Board may threaten the existence of the company.

Your company has been rendering services with respect to lending of loans and advances.The Company has to mange various risk. These risks include Credit Risk Liquidity RiskInterest Rate Risk and Operation Risk. Being cognizant of this fact the company hasrobust risk governance and has built an effective risk management framework. The companystrongly believes that effective risk management can be a strategic differentiator andhence will remain focused on continuously strengthening its risk management systems.

The Risk Management Committee review and monitor these risk at periodical intervals.The company manages credit risk through stringent credit norms established through severalyears of experience in this line of business and continues to follow the time testedpractice of personally assessing every borrower before committing to a credit exposure.This process ensure that the expertise in lending operations acquired by the Company overdecades is put to best use and acts to mitigate credit risk. Liquidity risk and interestrate risk arising out of maturity mismatch of assets and liabilities are managed throughregular monitoring of the maturity profiles. The Company also measures the interest raterisk y the duration gap method.

Operational risks arising from inadequate or failed internal process people andsystems or from external events are adequately addressed by the internal control systemsand continuously reviewed and monitor by a dedicated team of people. Process improvementsand quality control are on-going activities and built into the employee's trainingmodules.

20. EXTRACT OF ANNUAL RETURN:

As required pursuant to section 92(3) of the Companies Act 2013 and rule 12(1) of theCompanies (Management and Administration) Rules 2014 an extract of annual return in MGT9 as a part of this Annual Report as ANNEXURE I.

21. 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 significant and material orders passed by the Regulators or Courts orTribunal impacting the going concern status and company's operations in future.

22. DEPOSITS:

The details relating to deposits covered under Chapter Vof the Act and in term of thedisclosure required under section 134(3) read with rule 8(5) of the Companies (Accounts)Rules 2014 it is hereby stated that:

During the year the company has not accepted from the public any deposits within themeaning of Section 73 of the Companies Act 2013 read with the Companies (Accepting ofDeposits) Rules 2014. Further as the company has not accepted any deposits from thepublic the Company is not required to comply with the directions issued by the ReserveBank of India under NonBanking Financial Companies (Reserve Bank) Directions 1998 withrespect to public deposits.

23. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIESACT 2013:

Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 are furnished in the notes to the Financial Statements.

Loans/Investments/Guarantees made to firms and companies under the same management arewithin the limits prescribed under RBI Directions 1998 to NBFC's and the limitsprescribed under Sections 185 and 186 of the Companies Act 2013.

24. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

During the year the Company did not enter into any material transaction with relatedparties under Section 188 of the Companies Act 2013. All transactions entered into bythe Company with the related parties were in the ordinary course of business and on anarm's length basis. Form AOC-2 as required under Section 134 (3) (h) of the Act readwith Rule 8 (2) of the Companies (Accounts) Rules 2014 is attached as part of this reportvide Annexure II (a). Further the Company's policy on Related Party Transactions isattached as part of this report vide Annexure II(b) as required under the Non-BankingFinancial Companies - Corporate Governance (Reserve Bank) Directions 2015.

Your Directors draw attention of the members to Note 8 to thefinancial statement whichsets out related party disclosures.

25. CERTIFICATE ON CORPORATE GOVERNANCE REPORT:

Corporate Governance is about maximizing shareholders value legally ethically andsustainably. At the Gilada Finance and Investments Limited the goal of CorporateGovernance is to ensure fairness to every stakeholder. We believe that sound corporategovernance is critical to enhance and retain investor trust. We always seek to ensure thatour performance is driven by integrity. The Company has complied with requirements ofRegulation 27(2) of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 regarding Corporate Governance. A report on the Corporate Governancepractices and the Auditors' Certificate on compliance of mandatory requirements thereofare given as ANNEXURE- IV & VI respectively to this report.

26. MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Reportforms part of this Annual Report for theyear ended 31st March 2016 has been provided in ANNEXURE- Vin this Annual Report.

27. AUDIT COMMITTEE:

The Details of Audit Committee has been furnished in the Corporate Governance Report.

28. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE(PREVENTION PROHIBITION AND REDRESSAL) ACT 2013

In order to prevent sexual harassment of women at work place a new act. The SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013 hasbeen notified on 9th December 2013. Under the said Act every company is required to setup an Internal Complaints Committee to look into complaints relating to sexual harassmentat work place of any women employee.

Company has adopted a policy for prevention of Sexual Harassment of Women at workplaceand has set up Committee for implementation of said policy. During the year Company hasnot received any complaint of harassment.

29.CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO:

The details of conservation of energy technology absorption foreign exchange earningsand outgo are as follows:

a) Conservation of energy

(i) the steps taken or impact on conservation of energy Your company's operation do not involve any manufacturing or
(ii) the steps taken by the company for utilizing alternate sources of energy processing activities the particulars regarding conservation of energy and technology absorption are not applicable.
(iii) the capital investment on energy conservation equipment's

(b) Technology absorption

(i) the efforts made towards technology absorption Technology absorption is not
(ii) the benefits derived like product improvement cost reduction product development or import substitution applicable.
(iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)- The Company has not incurred any
(a) the details of technology imported expenditure on research and
(b) the year of import; development during the year under
(c) whether the technology been fully absorbed review.
(d) if not fully absorbed areas where absorption has not taken place and the reasons thereof
(iv) the expenditure incurred on Research and Development

Foreign exchange earnings and Outgo

(a) foreign exchange earnings: NIL
(b) Foreign Exchange Outgo: NIL

30. CORPORATE SOCIAL RESPONSIBILITY (CSR):

The criteria for setting up Corporate Social Responsibility as prescribed by thenotification issued by the Ministry of Corporate Affairs dated 27th February2014 read with section 135 of the Companies Act 2013 and Companies (Corporate SocialResponsibility Policy) Rules 2014 are presently not applicable to the Company.

31. HUMAN RESOURCES:

Your Company treats its "human resources" as one of its most importantassets. Your Company continuously invests in attraction retention and development oftalent on an ongoing basis. A number of programs that provide focused people attention arecurrently underway. Your Company thrust is on the promotion of talent internally throughjob rotation and job enlargement.

32. DIRECTORS' RESPONSIBILITY STATEMENT:

The Directors' Responsibility Statement referred to in Sub-clause (c) of Clause (3) ofSub-Section (5) of Section 134 of the Companies Act 2013 shall 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 thefinancial year and ofthe profit and loss of the company for that period;

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 had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.

(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.

33. ANNUAL LISTING FEES TO STOCK EXCHANGES

The Company confirms that it has paid the Annual Listing Fees for the year 2015-2016 toBSE Limited where the Company's Shares are listed.

34. PARTICULARS OF EMPLOYEES

In accordance with the provisions of Section 197 of the Act read with rule 5 of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 theinformation in respect of the employees of the Company will be provided upon request. Interms of section 136 of the Act the report and accounts are being sent to the members andothers entitled thereto excluding the aforesaid information which is available forinspection by the members at the registered office of the Company during business hours onworking days of the Company. If any member is interested in obtaining a copy such membermay write to the registered office address of the Company in this regard.

During the financial year the Company has not employed any person with the aggregateremuneration for Rs. 60 00000 per annum if employed throughout the year or Rs.500000per month if employed for part of the year.

35. ACKNOWLEDGEMENTS

Your Directors wish to express a deep sense of gratitude for the continued supportco-operation and guidance received from the Central and State Government DepartmentsReserve Bank of India Registrar of Companies - Bangalore Karnataka Banks and customersduring the year under review. The Directors wish to thank the Company's customers vehiclemanufacturers vehicle dealers and shareholders for their continued support. The Directorsalso thank the employees of the Company for their contribution to the company's operationsduring the year under review.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

Gilada Finance and Investments Limited

Rajgopal Gilada Shankarlal Tulsiram Gilada
Managing Director Chairman & Director
DIN: 00307829 DIN: 02016074
Date: 28h May 2016
Place: Bangalore

ANNEXURE INDEX

Annexure Content
i. Annual Return Extract in MGT 9
a) Form AOC-2 as required under Section 134 (3) (h) of the Act read with Rule 8 (2) of the Companies (Accounts) Rules 2014
ii b) The Company's policy on Related Party Transactions as required under the Non-Banking Financial Companies - Corporate Governance (Reserve Bank) Directions 2015.
iii. MR-3 Secretarial Audit Report
iv. Annual Report on Corporate Governance
v. Management Discussion and Analysis Report
vi Auditors' certificate on Corporate Governance Report