| Dear Members,
The Directors have pleasure in presenting their Twenty Ninth Annual
Report on the business and operations of the Company and the accounts
for the Financial Year ended March 31,2015.
a) Financial summary or highlights/Performance of the Company
(Standalone)
The financial results for the year ended 31st March 2015 are given
below
For the year ended For the year ended
Description 31st March 2015 31st March 2014
Total Income 18,152,231 15,874,453
Total Expenditure 13,673,126 13,548,173
Profit before tax 4,479,105 2,326,280
Tax 680,000 1,016,000
Profit after tax 3,799,105 1,310,280
Add : Opening Balance 9,445,425 8,398,145
Less : Transfer to Statutory Reserve 760,000 263,000
Closing Balance to be carried to 12,484,530 9,445,425
Balance Sheet
EPS 127 0.44
b) Dividend
Your directors wish to retain the profit for the growth and development
of the Company. Hence no dividend is recommended for the financial year
ending 31st March 2015.
c) Reserves
During the year an amount of Rs.760,000/- (Rupees Seven Lakhs Sixty
Thousand only) is transferred to Statutory Reserve as per Section 45-IC
of the Reserve Bank of India Act, 1934.
d) Brief description of the Company's working during the year/State of
Company's affair
During the year under report, the Company extended hire purchase
finance to the tune of Rs. 337.54 lakhs and financing under other
credit facility of Rs.66.35 lakhs.
The total income of the Company is at Rs.181.52 lakhs during the year
under review as against Rs.158.74 lakhs in the previous financial year;
and the profit before tax during the year under review is at Rs. 44.79
lakhs as compared to Rs.23.26 lakhs in the previous financial year; and
that profit after tax during the year under review is at Rs. 37.99
lakhs as compared to Rs. 13.10 lakhs in the previous financial year.
There is no separate reportable segment as per Accounting Standard - 17
as the operation related to one segment
e) Information required under Non-Banking Financial Companies
Acceptance Of Public Deposits (Reserve Bank) Directions, 1998
There are no instance where the public deposit of the company have not
been claimed by the depositors or not paid by the company after the
date on which the deposit became due for repayment..
As such The total amount due under such accounts remaining unclaimed or
unpaid beyond the 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 continues to advance finance under the various categories as in
previous years.
g) Material changes and commitments, if any, affecting the financial
position of the company which have occurred between the end of the
financial year of the company to which the financial statements relate
and the date of the report
No Material changes occurred subsequent to the close of the financial
year of the Company 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 or tribunals impacting the going concern status and company's
operations in future
There are no instances wherein significant and material orders passed
by regulators or courts 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 the Financial Statements.
The Company's Internal Control System is designed to ensure operational
efficiency, protection and conservation of resources, accuracy and
promptness in financial reporting and compliance with laws and
regulations. Adequate Internal Control Systems and checks are in place,
commensurate with the size of the Company and nature of its business.
The management exercises financial control on the operations through a
well defined monitoring process and standard operating procedures.
During the year, your Company has appointed Mr. Rajesh Modi, Chartered
Accountant, proprietor M/s Rajesh & Co. to conduct the internal audit.
The Internal Auditor monitors and evaluates the efficiency and adequacy
of internal control in the Company, its compliance with operating
systems, accounting procedures and policies. Based on the findings of
the Internal Auditor, the management takes corrective action in the
respective areas and thereby strengthens the control mechanism.
j) Vigil Mechanism / Whistle Blower Policy
The company has a Vigil Mechanism Policy to deal with any instance of
fraud or mismanagement. The details of the Policy are explained in the
Corporate Governance Report and 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 instances of reporting does not arise.
l) Performance and financial position of each of the subsidiaries,
associates and joint venture companies included in the consolidated
financial statement.
As there are no subsidiaries, associates and joint venture companies,
instances of reporting on their performance and financial position does
not arise.
m) Deposits
The details relating to deposits, covered under Chapter V of the Act,-
(a) accepted during the year; Rs.16,13,000/-
(b) remained unpaid or unclaimed as at the end Nil
of the year;
(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-
Nil
(i) at the beginning of the year; Nil
(ii) maximum during the year; Nil
(iii) at the end of the year;
(d) The details of deposits which are not in
compliance with the requirements of Chapter
V of the Act; Nil
n) Statutory Auditors
Pursuant to the new requirement of Section 139 (1) of the Companies
Act, 2013 M/s Chandarana & Sanklecha, Chartered Accountants (Firm
Registration No. 000557S) were appointed as Statutory Auditor for
financial year 2014-15 and are to hold office till the conclusion of
the forthcoming Annual General Meeting. They have confirmed their
eligibility under Section 141 of the Companies Act 2013 and the Rules
framed there under for re-appointment 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 Accounts of India. As
required by Section 139 (1) of the Companies Act, 2013 the appointment
of Statutory Auditors is placed before the members for approval.
o) Auditors' Report
The Board of Directors wish to state that the Auditors Report on the
Audited Financial Statement of the Company for the year ended 31st
March 2015 do not contain any qualification, reservation or adverse
remark, so need not require any explanation or comment
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 financial year for issue of sweat equity shares as such the
requirement for providing details as provided in rule 8 (13) of
Companies (Share Capital and Debentures) Rules, 2014 does not arise.
ii. Issue of sweat equity shares
The Board of Directors wish to inform that there are no instance during
the financial year for issue of sweat equity shares as such the
requirement for providing details as provided in rule 8 (13) of
Companies (Share Capital and Debentures) Rules, 2014 does not arise.
iii. Issue of employee stock options
The Board of Directors wish to inform that there are no instance during
the financial year for issue of employee stock options as such the
requirement for providing details as provided in rule 12 (9) of
Companies (Share Capital and Debentures) R
q) Provision of money by company for purchase of its own shares by
employees or by trustees for the benefit of employeesules, 2014 does
not arise.
The Board of Directors wish to inform that there are no instance during
the financial year where the company had made provision of money for
purchase of its own shares by employees or by trustees for the benefit
of employees as such the requirement for providing details as provided
in rule 16 (4) of Companies (Share Capital and Debentures) Rules, 2014
does not arise
r) Extract of the annual return
The extract of the annual return for the financial year ended on 31st
March 2015 as required 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 having net worth of rupees five hundred crore or more, or
turnover of rupees one thousand crore or more or a net profit of rupees
five crore or more during any financial year is Not applicable and as
such instances of disclosures as per Rule 9 of Companies (Corporate
Social Responsibility Policy) Rules, 2014 does not arise.
u) Directors:
At the forthcoming AGM, Shri J. Ashok Galada, Managing Director is
liable to retire and being eligible has offered himself for
re-appointment
Your Directors recommend the re-appointment of director retiring by
rotation to the members.
v) Declaration from Independent Director(s)
The Company had received necessary declaration from each independent
Director of the Company under Section 149 (7) of the Companies Act,
2013 that each of them meets with the
criteria of their independence as laid down in Section 149 (6).
w) Formal Annual Evaluation
The Board periodically evaluates its own performance and that of its
committees and individual directors.
x) 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 and Independent Directors. In all there are six
Directors, Two Executive and four Independent Directors.
Name of the Director Designation Category
Mr. J. Ashok Galada Managing Director Promoter and Executive
Mr. Naveen Galada Director Director
Justice P Bhaskaran Chairman Independent and Non-
Executive Director
Mr S Venkatakrishnan Director Independent and Non-
Mr K Ramu Executive Director
Mrs. Indira Srinivasan
Royakottam
Attendance of each Director at Board Meetings, last Annual General
Meeting and Number of other Directorships and Membership/Chairmanship
of Committees of each Director in various Companies forms part of
Corporate Governance Report.
y) Audit Committee
The Audit Committee comprised of the following directors for the year
ended 31st March 2015.
Name of members Status in Committee Nature of Directorship
Justice P Bhaskaran Chairman
Independent and
S. Venkatakrishnan Member Non-Executive Director
K. Ramu Member
The terms of reference of the Audit Committee are as per the guidelines
set out in the listing Agreement with the stock exchange and these also
confirm to the provisions of the Companies Act, 2013. The details of
date of the meeting of the committee and attendance of each Director
along with scope of Audit Committee are given in the Corporate
Governance Report.
The Board has not rejected any proposal / recommendations of the Audit
Committee during the year.
z) Details of establishment of vigil mechanism for directors and
employees
The Company has a Vigil Mechanism named "Whistle Blower Policy" to deal
with genuine concerns
raised by the Directors/employees, if any. The details of the Whistle
Blower Policy is explained in the Corporate Governance Report and also
posted on the Company's website www.galadafinance.in
aa) Nomination and Remuneration Committee
The Remuneration and Nomination Committee comprised of the following
directors for the year ended 31st March 2015
Name of members Status in Committee Nature of Directorship
K. Ramu Chairman
Independent and
Justice P. Bhaskaran Member Non-Executive Director
S. Venkatakrishnan Member
ab) Particulars of loans, guarantees or investments under section 186
The Company has not given any loans or Guarantees covered under the
provisions of Section 186 of the Companies Act, 2013. The details of
the Investments made by Company are given in the notes to the financial
statements.
ac) Particulars of contracts or arrangements with related parties:
All related party transaction that was entered into during the
financial year was on an arm's length basis in the ordinary course of
business. There are no 'material' contracts or arrangements or
transactions which were not at arm's length basis and therefore
disclosure in form AOC -2 is not required.
All Related Party Transactions are placed before the Audit Committee as
also the Board for approval. Prior omnibus approval of the Audit
Committee is obtained for the transactions which are foreseeable and
repetitive nature. For the transactions entered into pursuant to the
omnibus approval so granted, a statement giving details of all related
party transactions is placed before the Audit Committee and the board
of Directors for their approval on a quarterly basis.
ad) Managerial Remuneration:
Disclosure of remuneration under section 197 (12) of the companies act,
2013 read with rule 5 (1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 are provided at
Annexure "B"
ae) Secretarial Audit Report
Shri T S. Raju, Practicing Company Secretary (Membership No.
2745),having address at Regency House, 2A, Second Floor, 250/7, Anna
Salai, Teynampet, Chennai 600 006 Tel No. 2435 0676 has conducted the
Secretarial Audit of the Company for the Financial Year 2014-15. The
Secretarial Audit report issued by the him is attached to this report
as Annexure - "C" . As there are no qualification, reservation or
adverse remark or disclaimer made by the Company secretary in whole
time practice in the secretarial audit report, the need for providing
explanation or comments on the same by the Board of Directors does not
arise
af) Corporate Governance Certificate
The Compliance certificate from the auditors regarding compliance of
conditions of corporate governance as stipulated in Clause 49 of the
Listing agreement is provided as Annexure "D" to this report.
ag) Corporate Governance Report
The Company is committed to maintain the standards of corporate
governance and adhere to the corporate governance requirements set out
by SEBI.
The Report on corporate governance as stipulated under Clause 49 of the
Listing Agreement forms part of the Annual Report and is attached as
Annexure-E.
The requisite certificate from the Auditors of the Company confirming
compliance with the conditions of corporate governance as stipulated
under the aforesaid Clause 49, is attached to the Report on corporate
governance.
ah) Management's Discussion and Analysis Report
Management's Discussion and Analysis Report for the year under review,
as stipulated under Clause 49 of the Listing Agreement with the Stock
Exchanges in India, is presented in a separate section forming part of
the Annual Report.
ai) Risk management policy
A Risk Management Policy for the Company has been adopted by the Board.
The Company manages risk through a detailed Risk Management Policy
framework which lays down guidelines in identifying, assessing and
managing risks that the businesses are exposed to. Risk is managed by
the Board through appropriate structures that are in place.
aj) Directors' Responsibility Statement
The terms of clause (c) of sub-section (3) of Section 134 of the
Companies Act, 2013, the directors state that:
(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; and
(e) the directors, in the case of a listed company, had laid down
internal financial controls to be followed by the company and that such
internal financial controls are adequate and were operating
effectively.
(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.
ak) Acknowledgements
Your Directors would like to express their appreciation for the
assistance and co-operation received from the financial institutions,
banks, Government authorities, customers, vendors and members during
the year under review. Your Directors also wish to place on record
their deep sense of appreciation for the committed services by the
Company's executives, staff and employees.
For and on behalf of the Board of Directors
Justice P Bhaskaran
Chairman
DIN:00126136
Date: 01.08.2015
Place: Chennai
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