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Gowra Leasing & Finance Ltd.

BSE: 530709 Sector: Financials
NSE: N.A. ISIN Code: INE225G01012
BSE LIVE 15:25 | 22 Aug 24.80 -1.15
(-4.43%)
OPEN

26.00

HIGH

26.00

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NSE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 26.00
PREVIOUS CLOSE 25.95
VOLUME 6130
52-Week high 28.40
52-Week low 13.22
P/E 7.56
Mkt Cap.(Rs cr) 7
Buy Price 0.00
Buy Qty 0.00
Sell Price 24.80
Sell Qty 96.00
OPEN 26.00
CLOSE 25.95
VOLUME 6130
52-Week high 28.40
52-Week low 13.22
P/E 7.56
Mkt Cap.(Rs cr) 7
Buy Price 0.00
Buy Qty 0.00
Sell Price 24.80
Sell Qty 96.00

Gowra Leasing & Finance Ltd. (GOWRALEASING) - Director Report

Company director report

Dear Shareholders

We have pleasure in presenting the 23rd Annual Report on the business andoperations of Company and Financial Results for the year ended 31st March2016.

1. FINANCIAL RESULTS

The summarized Financial Results of the Company are given hereunder: -

(Rs. In lakhs)

Particulars FY 2015-16 FY 2014-15
Total Income 137.19 139.87
Operating Profit before interest Depreciation & Tax 84.25 39.63
Interest and other Financial charges 0.47 0.50
Depreciation 0.27 0.31
Net Profit before Tax 83.50 38.81
Provision for Income Tax & FBT 28.04 20.87
Provision for Deferred Tax (1.75) (8.84)
Net Profit after Tax 57.21 26.78
Add : Balance brought forward from previous year 493.02 506.74
Profit available for appropriation 550.23 533.52
Proposed Dividend 30.00 30.00
Corporate Tax on Dividend 6.10 5.10
Depreciation Adjustment - 0.04
Balance to be carried forward 502.68 498.38

2. OPERATIONS AND BUSINESS OUTLOOK:

During the year under review the Company recorded a total income of Rs. 137.19 lakhsand a net profit of Rs. 57.21 lakhs against income of Rs.139.87 lakhs and a net profit ofRs. 26.78 lakhs in the previous year. Increase in net profit is due to negligibleprovisions of NPAs provided during 2015-16 compared to 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 declarethat there are no significant material changes and commitments affecting financialposition of the Company between 31st March 2016 and the date of Board’sReport.

4. CHANGE IN THE NATURE OF BUSINESS:

As per the requirements Rule 8(5)(ii) of the Companies (Accounts) Rules 2014 Companydeclare that there is no significant change in the nature of business of the Companyduring the last financial year.

5. SHARE CAPITAL AND CLASSIFICATION OF COMPANY:

The authorized capital of the Company as on 31st March 2016 was Rs.50000000/- divided into 5000000 equity shares of Rs.10/- each.

The Subscribed Issued and Paid-up capital of the Company as on 31st March2016 was Rs. 30003000/- divided into 3000300 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 ofIndia; 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 havebeen made in this Annual Report.

6. DIVIDEND

During the year under review your Directors recommended a Dividend @ 10% amounting toRs.3000300/- for the year ended 31st March 2016. This will entail an outflowof Rs..3611101/-(inclusive of Dividend Distribution Tax thereon).

7. TRANSFER TO RESERVES

The Company is not required to transfer any amount to the General Reserve.

8. FIXED DEPOSITS:

Your Company has not accepted/invited any deposits from the public for the year underreview 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 rulesmade there under.

9. DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. RETIREMENT BY ROTATION

Pursuant to provisions of the Companies Act 2013 Shri Soma Dayanand(DIN: 00854522)Director will retire at the ensuing Annual General Meeting.

B. APPOINTMENT

The Board of Directors of the Company had appointed Smt. Madhumathi Suresh asIndependent Director cum Women Director w.e.f 12th May 2015 for a period offive consecutive years up to 11th May 2020 not liable to retire by rotation.

FAMILIARIZATION PROGRAM: Smt. Madhumathi Suresh was inducted into the Board andattended an orientation program. Further at the time of appointment she was issued aformal letter of appointment outlining her duty responsibilities role and functions.

Smt. Amita Karnewar was appointed as Company Secretary of the Company in lieu ofresignation of Smt. J Smita in the Board Meeting duly held on 4th February2016.

SUBSEQUENT TO CLOSURE OF FINANCIAL YEAR 2015-16

Shri. Gowra Srinivas was re-appointed as Managing Director in the Board Meetingheld on 19th May 2016 which is required to be approved in the ensuring AGM fora period of 5 years. A member proposed his candidature for appointment at the ensuingAnnual General Meeting.

Brief profiles of Shri Soma Sudhir and Shri. Gowra Srinivas are given in the noticeconvening the 23rd AGM for reference of the shareholders.

C. CESSATION

Smt. J Smita who was appointed as Company Secretary of the Company in the Board Meetingheld on 13th November 2015 has submitted her resignation on 1stFebruary 2016 stating her inability to continue as Company Secretary of the Company dueto personal commitments same was approved by the Board in its Meeting dated 4thFebruary 2016.

D. EVALUATION OF THE BOARD'S 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 policy for evaluatingits performance and as well as that of its Committees and individual Directors includingthe Chairman of the Board. The exercise was carried out through a structured evaluationprocess covering various aspects of the Board’s functioning such as composition ofthe Board & committees experience & competencies performance of specific duties& obligations etc. Separate exercise was carried out to evaluate the performance ofindividual Directors including the Board Chairman who were evaluated on parameters such asattendance contribution at the meetings and otherwise independent judgment etc. Theevaluation of the Independent Directors and that of the Chairman was carried out by theentire Board excluding the Director being evaluated and the evaluation of Non-IndependentDirectors was carried out by the Independent Directors. A separate meeting of IndependentDirectors was also held during the year wherein the performance of Chairman BoardExecutive Directors was evaluated.

The Directors were satisfied with the evaluation results which reflected the overallengagement 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 in terms ofthe provisions of Regulation 34 of the SEBI (LODR) Regulations 2015 presented in aseparate section forming part of the Annual Report. (ANNEXURE I)

F. DECLARATION BY INDEPENDENT DIRECTORS

In accordance with Section 149(7) of the Companies Act 2013 each Independent Directorhas confirmed to the Company that he or she meets the criteria of independence as laiddown in Section 149(6) of the Companies Act 2013 and Regulation 16(1)(b) of the SEBI(LODR) Regulations 2015.

10. POLICIES

A. RISK MANAGEMENT POLICY

The Company has policy for identifying risk and established controls to effectivelymanage the risk. Further the company has laid down various steps to mitigate theidentified risk. The audit committee has additional oversight in the area of financialrisks and controls. Major risks identified by the businesses and functions aresystematically addressed through mitigating actions on a continuing basis.

B. NOMINATION AND REMUNERATION POLICY

The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration. There has been no change in policy from the last year. The RemunerationPolicy is attached to this report as ANNEXURE II.

C. CODE OF CONDUCT POLICY:

The Company has complied with the requirements about code of conduct for Board membersand Senior Management Personnel. The said policy is available on the website of theCompany. ( www.gowraleasing.com/code-of-conduct.php)

D. INSIDER TRADING POLICY:

The Board of Director has adopted the Insider Trading Policy in accordance with therequirement of the SEBI (Prohibition of Insider Trading) Regulations 2015. The InsiderTrading policy of the Company lays down guidelines & procedures to be followed anddisclosures to be made while dealing with the shares of the Company as well as theconsequences of the violations. The policy has been formulated to regulate monitor andensure reporting of deals by employees and to maintain highest ethical standards ofdealing in Companies shares.

The Insider Trading Policy of the company covering code of practices and procedures forfair disclosure of unpublished price sensitive information and code of conduct forpreventing insider trading is available on the website of the Company. (www.gowraleasing.com/pdf/new/code-of-fair-disclosures.pdf)

E. VIGIL MECHANISM/WHISTLE BLOWER POLICY:

The Board of Directors of the Company have adopted Whistle Blower Policy. This policyis formulated to provide an opportunity to employees to raise concerns and to access theAudit Committee in good faith in case they observe unethical and improper practices orany other wrongful conduct in the Company to provide necessary safeguards for protectionof employees from reprisals or victimization and to prohibit managerial personnel fromtaking any adverse personnel action against those employees.

There were no complaints received during the year 2015-16.

F. POLICY ON MATERIALITY OF EVENTS:

The Policy on materiality of related party transactions as approved by the Board may beaccessed 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 at its Meeting held on 30thMay 2013 at Secunderabad as per the RBI guidelines for NBFCs which is available on thewebsite (www.gowraleasing.com/fair-practice-code.php) .

11. AUDITORS & AUDITORS' REPORT

A. STATUTORY AUDITORS

As per second proviso to Section 139(2) of the Companies Act 2013 (the Act) atransition period of three years from the commencement of the Act is provided to appoint anew auditor if the existing auditor’s firm has completed two terms of fiveconsecutive years. accordingly M/s. Dagliya & Co. Chartered Accountants Hyderabadare proposed to be re-appointed as auditors for one year commencing from the conclusion of23rd AGM till the conclusion of the 24th AGM.

They have confirmed that their appointment if made would be within the limitsspecified under Section 141(3)(g) of the Act. They have further confirmed that they arenot disqualified to be appointed as statutory auditors in terms of the provisions of theproviso to Section 139(1) Section 141(2) and Section 141(3) of the Act and the provisionsof the Companies (Audit and Auditors) Rules 2014. The Audit Committee and the Board ofDirectors recommend the appointment of M/s. Dagliya & Co. Chartered AccountantsHyderabad as statutory auditors of the Company from the conclusion of the 23rdAGM till the conclusion of next AGM to the shareholders.

The Statutory Auditors’ Report does not contain any reservation qualification oradverse remark.

The Statutory Audit Report for the financial year 2015-16 is annexed herewith as (ANNEXUREIII) to this Report

B. SECRETARIAL AUDITOR

The Company pursuant to Section 204 of the Companies Act 2013 has appointed R&AAssociates Hyderabad as Secretarial Auditor. The Secretarial Audit Report for thefinancial year 2015-16 is annexed herewith as (ANNEXURE IV) to this Report.

The Secretarial Audit Report does not contain any reservation qualification or adverseremark.

C. COST AUDITOR

During the year under review the Company was not required to maintain cost records andget them audited by Cost Auditor.

12. DIRECTORS' RESPONSIBILITY STATEMENT:

To the best of their knowledge and belief and according to the information andexplanation obtained your Directors make the following statements in terms of Section134(3)(c) of the Companies Act 2013:

(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;

(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; and

(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.

13. 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 CorporateGovernance is annexed to the Report on Corporate Governance.

Pursuant to Schedule V of SEBI (LODR) Regulations 2015 the declaration signed by theManaging Director affirming compliance of the Code of Conduct by the Directors and SeniorManagement personnel of the Company for the financial year 2015-2016 is annexed and formspart 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 withRule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 in respect of the employees of the Company is enclosed herewith in separate section (ANNEXURE- VI).

No employee was in receipt of remuneration exceeding Rs. 10200000/- or more perannum or Rs. 850000/- or more per month as the limits prescribed under Rule 5(2) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 and hence thedisclosure as required under Rules 5(2) and 5(3) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 is not required.

15. RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were onarm’s length basis and were in the ordinary course of business. There are nomaterially significant related party transactions made by the Company with PromotersDirectors Key Managerial Personnel or other designated persons which may have a potentialconflict with the interest of the Company at large.

Your Directors draw attention of the members to Notes 2.24 to the financial statementwhich 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 or madeinvestments pursuant to the provisions of Section 186 of Companies Act 2013 other thanthe normal course of business.

17. 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 Shri. T. Shankar (Chairman) Shri. T.G.SurendranathShri. D.Suresh Shri. J.A.Mohan Kumar Shri. Gowra Surya Prakash as members. All therecommendations made by the Audit Committee were accepted by the Board.

C. NUMBER OF BOARD MEETINGS

The Board of Directors of the Company met 5 (five) times during the year. For furtherdetails please refer report on Corporate Governance. The Maximum interval between 2meetings did not exceed 120 days as prescribed under Companies Act 2013.

D. LISTING

The equity shares of the Company are listed with Bombay Stock Exchange (BSE).

On September 2 2015 Securities & Exchange Board of India issued SEBI (ListingObligations & Disclosure Requirement) Regulations 2015 streamlining the provisions ofthe Listing Agreement for different segments of Capital markets to ensure betterenforcement hence enforcing the Companies to enter into fresh Listing Agreement with thestock exchanges where the shares are listed. The Company entered into fresh ListingAgreement with BSE Limited on 7th January 2016.

There are no arrears on account of payment of listing fees to BSE.

18. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO:

The particulars relating to conservation of energy technology absorption foreignexchange earnings and outgo is not applicable since there is no such activity at presentbeing pursued by the Company.

19. GENERAL

Your Directors state that no disclosure or reporting is required in respect of thefollowing 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. Nosignificant or material orders were passed by the Regulators or Courts or Tribunals whichimpact the going concern status and Company’s operations in future. c. The Companyhas in place adequate internal financial controls with reference to financial statements.These controls ensure the accuracy and completeness of the accounting records andpreparation of reliable financial statements.

20. POLICY ON SEXUAL HARASSMENT:

There were no complaints/cases pursuant to the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013.

21. CORPORATE SOCIAL RESPONSIBILITY (CSR) POLICY

The Company was not required to constitute a CSR Committee as the Company has not metany of the thresholds mentioned in Section 135 of the Companies Act 2013 during thefinancial year under review. Hence reporting about policy on Corporate SocialResponsibility and the initiatives taken are not applicable to the Company

22. ACKNOWLEDGEMENTS:

The Directors thank the Company's Bankers namely State Bank of India Kotak MahindraBank Ltd. HDFC Bank Limited and officials of concerned Government Departments for theirco-operation and continued support to the Company.

The Board would also like to thank the Company’s shareholders customerssuppliers 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 atall 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: 01-08-2016 Chairman
(DIN : 00268394)