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Gowra Leasing & Finance Ltd.

BSE: 530709 Sector: Financials
NSE: N.A. ISIN Code: INE225G01012
BSE 16:00 | 17 Jan 25.70 1.20
(4.90%)
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NSE 05:30 | 01 Jan Gowra Leasing & Finance Ltd
OPEN 25.50
PREVIOUS CLOSE 24.50
VOLUME 2003
52-Week high 32.40
52-Week low 15.30
P/E 9.66
Mkt Cap.(Rs cr) 8
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 25.50
CLOSE 24.50
VOLUME 2003
52-Week high 32.40
52-Week low 15.30
P/E 9.66
Mkt Cap.(Rs cr) 8
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

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

Company director report

Dear Members

We have pleasure in presenting the 28th Annual Report on the business andoperations of Company and Financial Results for the year ended 31st March2021.

CIRCULATION OF ANNUAL REPORTS IN ELECTRONIC FORM

Pursuant to Ministry of Corporate Affairs' (‘MCA') circulars dated 8 April 202013 April 2020 5 May 2020 and 13 January 2021 read with SEBI Circulars dated 12 May 2020and 15 January 2021 relaxation has been granted to the companies in respect of sendingphysical copies of annual report to shareholders and requirement of proxy for generalmeetings held through electronic mode till 31 December 2021. Accordingly the financialstatements (including Boards' Report Corporate Governance Report Management Discussionand Analysis Auditors' Report and other documents to be attached therewith) are beingsent only through electronic mode to those shareholders whose email addresses areregistered with the Company's Registrar and Share Transfer Agent viz. KFin TechnologiesPrivate Limited (‘KFin') / Depository Participants and whose names appear in theregister of members as on Friday 20 August 2021. The Company has also made arrangementsfor those shareholders who have not yet registered their email address to get theseregistered by following the procedure prescribed in the notice of Annual General Meeting(AGM). The Annual Report for FY 2021 is also available on the website of the Company athttps://www.gowraleasing.com/

1. FINANCIAL RESULTS

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

(Rs. In lakhs)

Particulars FY 2020-21 FY 2019-20
Total Income 175.55 135.94
Operating Profit before interest Depreciation & Tax 93.14 77.92
Interest and other Financial charges 0.37 0.18
Depreciation 0.47 0.58
Net Profit before Tax 92.30 77.17
Provision for Income Tax & FBT 15.75 14.59
Provision for Deferred Tax 2.80 0.50
Net Profit after Tax 73.75 62.07
Add: Balance brought forward from previous year 595.06 575.41
Profit available for appropriation 668.82 637.48
Proposed Dividend 30.00 30.00
Corporate Tax on Dividend - -
Depreciation Adjustment - -
Balance to be carried forward 624.06 595.06

2. OPERATIONS AND BUSINESS OUTLOOK:

During the year under review the Company recorded a total income of Rs. 175.55 lakhsand a net profit of Rs. 73.75 lakhs against income of Rs. 135.94 lakhs and a net profit ofRs.62.07 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 declarethat there are no significant material changes and commitments affecting financialposition of the Company between 31st March 2021 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 financial year under review.

5. SHARE CAPITAL AND CLASSIFICATION OF COMPANY:

The authorized capital of the Company as on 31st March 2021 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 March2021 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 2021.

7. THE COVID 19 PANDEMIC

The covid 19 pandemic is one in a life time occurance that has brought with itunimaginable suffering to people and to almost all section of the economy. The nation widelockdown to curtail the transmission of disease had put the Indian economy in extremestress and would have a long lasting impact. The recent surge in infection that startedwith the second wave in early March 2021 bring with it greater challenges. The impact ofthe above on the performance of the Company have bee discussed in Management Discussionand Analysis.

8. TRANSFER TO RESERVES

The Company proposes to transfer Rs.1475035/- to Statutory Reserves.

9. 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.

10. DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. RETIREMENT BY ROTATION

- Shri Lakshminarayana Gowra (DIN: 00287021) Director of the Company is liable toretire by rotation in terms of Section 152(6) of the Companies Act 2013 at the ensuingAnnual General Meeting to be held on 17th September 2021 and being eligibleseeks re-appointment.

B. APPOINTMENT

- Dr. Soma Sudheer (DIN:00287082) Director of the Company was liable to retire byrotation in terms of Section 152(6) of the Companies Act 2013 at the 27th Annual GeneralMeeting held on 26th September 2020 was reappointed.

- Smt. Madhumathi Suresh (DIN:07124113) Independent Director of the Company wasreappointed for second term for a period of one year in terms of Section 149 and 152 ofthe Companies Act 2013 at the 27th Annual General Meeting held on 26thSeptember 2020.

The Board is of the opinion that Smt. Madhumathi Suresh have the requisite integrityexpertise and experience to fullfiil the responsibilities of Independent Diirector.

- Shri Gowra Srinivas (00286986) Managing Director of the Company was reappointed fora period of five years with effect from 30th July 2021 in term of section 1961971 198 and other applicable provisions of Companies Act 2013 at the 27thAnnual General Meeting held on 26th September 2020.

C. CESSATION

- No cessation of Directors or Key Managerial Personnel has occurred during the yearunder review.

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 of theBoard & 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

In accordance with Regulation 34 of the SEBI (LODR) Regulations 2015 Management'sDiscussion and Analysis Report for the year under review is presented in a separatesection 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 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.

G. SEPARATE MEETING OF INDEPENDENT DIRECTORS

The Independent Directors met on 12th March 2021 without the presence ofNon-Independent Directors and members of the Management. At this meeting the IndependentDirectors inter-alia evaluated the performance of the Non-Independent Directors and theBoard of Directors as a whole evaluated the performance of the Chairman of the Board anddiscussed aspects relating to the quality quantity and timeliness of the flow ofinformation between the Company the Management and the Board.

11. 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 risks. 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 (ANNEXUREII).

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 Directors of the Company have adopted the Insider Trading Policy inaccordance with the requirement of the SEBI (Prohibition of Insider Trading) Regulations2015. The Insider Trading policy of the Company lays down guidelines & procedures tobe followed and disclosures to be made while dealing with the shares of the Company aswell as the consequences of the violations. The policy has been formulated to regulatemonitor and ensure reporting of deals by employees and to maintain highest ethicalstandards of dealing in Company's 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.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 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 2020-21.

F. POLICY ON MATERIALITY OF EVENTS:

The Policy on materiality of events/ 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 as per the RBI guidelines forNBFCs which is available on the website (www. gowraleasing. com/fair-Dractice-code.Dhp).

12. AUDITORS & AUDITORS' REPORT

A. STATUTORY AUDITORS

Pursuant to provision of Section 139 of the Companies Act 2013 (the Act) M/s. V.N.Purohit & Co. Chartered Accountants were appointed as the Statutory Auditors of theCompany for a term of 5 (five) consecutive years at the 27th Annual GeneralMeeting held on September 26 2020. They have confirmed that they are not disqualifiedfrom continuing as Auditors of the Company.

• The Notes on financial statement referred to in the Auditors' Report areself-explanatory and do not call for any further comments. The Auditors' Report does notcontain any qualification reservation adverse remark or disclaimer.

• The Statutory Audit Report for the financial year 2020-21 is annexed herewith tothis Report (ANNEXUREIII)

B. SECRETARIAL AUDITOR

Pursuant to Section 204 of the Companies Act 2013 the Company has appointed R&AAssociates Hyderabad as Secretarial Auditor. The Secretarial Audit Report for thefinancial year 2020-21 is annexed herewith to this Report (ANNEXURE IV).

The Secretarial Audit Report does contain one qualification as mention below withExplaiination of Board:

Qualifiaction: the listed entities to ensure that 100% of shareholding of promoter(s)and promoter group is in dematerialized form. However the promoter(s) and promoter groupof the reported company are having 99.92% of shareholding in dematerialized form and thecompany has already initiated steps to convert the 0.08% representing 1500 shares indematerialized form.

Explaination: The Company is already in communication with concerned promoter been theshare certificate been lost the procedure for applying for duplicate share certificatebeen intiated for dematerialision the shares subsequently.

C. COST AUDITOR

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

13. DIRECTORS' RESPONSIBILITY STATEMENT:

To the best of their knowledge and belief and according to the information andexplanation obtained by them your Directors make the following statements in terms ofSection 134(3)(c) of the Companies Act 2013:

(a) In the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures.

(b) The Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent to give a true and fairview of the state of affairs of the company at the end of the financial year March 312021and of the Profit of the company for that period.

(c) The Directors have 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 / detecting fraud and other irregularities.

(d) The Directors have prepared the annual accounts on a going concern basis.

(e) The Directors have laid down internal financial controls to be followed by thecompany and the internal financial controls are adequate and are operating effectively.

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

14. 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 theManaging Director affirming compliance of the Code of Conduct by the Directors and SeniorManagement personnel of the Company for the financial year 2020-21 is annexed and formspart of the Corporate Governance Report (ANNEXURE V)

15. 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 as part of AnnualReport (Part A 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 otherdisclosure as required under Rules 5(2) and 5(3) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 is enclosed herewith as part of AnnualReport (Part B ANNEXURE - VI)

16. 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 no materiallysignificant related party transactions made by the Company with Promoters Directors KeyManagerial Personnel or other designated persons which may have a potential conflict withthe interest of the Company at large. Your Directors draw attention of the members to Note27 of the Financial Statement which sets out related party disclosures.

17. 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.

18. DEPOSITS

As per the requirements Section 73 74 & 76 of the Companies Act 2013 and Rulesmade thereunder the Company has not accepted any deposits.

19. 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 T. Shankar (Chairman) Shri D. Suresh and ShriGowra Lakshminarayana as members. All the recommendations made by the Audit Committee wereaccepted by the Board.

C. NUMBER OF BOARD MEETINGS

The Board of Directors of the Company met 4 (four) times during the FY 2020-21. Forfurther details please refer report on Corporate Governance. The maximum interval between2 meetings were as per the various circulars issued by SEBI and Ministry of CorporateAffairs as per Companies Act 2013.

D. LISTING

The equity shares of the Company are listed with Bombay Stock Exchange (BSE). There areno arrears on account of payment of listing fees to BSE.

20. 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.

21. 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. No significant or material orders were passed by the Regulators or Courts orTribunals which impact the going concern status and Company's operations in future.

c. The Company has in place adequate internal financial controls with reference tofinancial statements. These controls ensure the accuracy and completeness of theaccounting records and preparation of reliable financial statements.

22. POLICY ON SEXUAL HARASSMENT:

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

23. 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.

24. ACKNOWLEDGEMENTS:

The Directors thanks the Company's Bankers namely State Bank of India Kotak MahindraBank Limited ICICI Bank 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 customers suppliers forthe support and the confidence which they have reposed in the management. The Board placeon record its appreciation of the contribution made by the employees at all levels fortheir hard work solidarity co-operation and support.

For and on behalf of the Board of Directors
Sd/- Sd/-
Place: Secunderabad Gowra Lakshmi Prasad Gowra Srinivas
Date: 10-08-2021 Director Managing Director
(DIN: 00268271) (DIN: 00286986)

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