Home  »  Company  »  Galada Finance  »  Quotes  »  Directors Report
Enter the first few characters of Company and click 'Go'

Directors Report of Galada Finance Ltd.

Mar 31, 2015

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






Mar 31, 2014

Dear Members,

The Directors have great pleasure in presenting their TWENTY EIGHTH ANNUAL REPORT together with the Audited Accounts of the Company for the year ended March 31,2014.

FINANCIAL RESULTS

The financial results for the year ended 31st March 2014 are given below

Description For the year ended For the year ended 31st March 2014 31st March 2013

Total Income 15,874,453 727,276

Total Expenditure 13,548,173 14,216,391

Profit before tax 2,326,280 4,280,063

Tax 1,016,000 1,481,000

Profit after tax 1,310,280 2,799,063

EPS 0.44 0.93

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 2014.

INDUSTRY STRUCTURE AND DEVELOPMENTS

The industrial growth in India is slowly recovering with signs of steadiness in the years to follow.

BUSINESS REVIEW

During the year under report, the Company extended hire purchase finance to the tune of Rs. 219.74 lakhs and financing under other credit facility of Rs. 52.08 lakhs.

The total income of the Company is at Rs.158.74 lakhs during the year under review as against Rs.191.73 lakhs in the previous financial year; and the profit before tax during the year under review is at Rs. 23.26 lakhs as compared to Rs.42.80 lakhs in the previous financial year; and that profit after tax during the year under review is at Rs. 13.10 lakhs as compared to Rs. 27.99 lakhs in the previous financial year.

OUTLOOK

The outlook for the Company looks encouraging and positive.

OPPORTUNITIES, CHALLENGES, RISKS AND CONCERNS

With the Indian economy showing signs of recovery, it is expected that there would be abundant opportunities for the growth of NBFC Sector.

Competition from private and public sector banks in the retail financing and competitive interest rates are challenges to the industry.

With strong and dynamic management, experienced and skilled staff, retention of customers, improvement of assessment procedures and quality of appraisal, the Company is confident of converting challenges into opportunities.

Any operational risk, market risk and interest rate risk can have adverse impact on the operations of the Company. Through continuous emphasis on cost control and cost reduction measures and taking corrective action wherever necessary, the Company will minimize the risk.

DEPOSITS

As on 31st March 2014, there were 57 depositors for a value of Rs. 77.95 lakhs.

Your Company has complied with the requirements under the guidelines issued by the Reserve Bank of India for Non-Banking Financial Companies.

INFORMATION REQUIRED UNDER NON-BANKING FINANCIAL COMPANIES ACCEPTANCE OF PUBLIC DEPOSITS (RESERVE BANK) DIRECTIONS, 1998

The total number of accounts of public deposit of the company which have not been claimed by the depositors or not paid by the company after the date on which the deposit became due for repayment was NIL.

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

BUY BACK

The company has not bought back any shares during the financial year

REMUNERATION AND NOIMINATION COMMITTEE

During the year, your Directors have constituted Nomination and Remuneration Committee comprising of Mr. K Ramu as Chairman and Justice P Bhaskaran and Mr S Venkatakrishnan as other members.

The said Committee has been entrusted inter alia with the responsibility of determining and recommending to the Board, the candidature and the remuneration of Directors and Key Managerial Persons.

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.

DIRECTORS AND KEY MANAGERIAL PERSONS

Mr. Naveen Galada retires by rotation at this Annual General Meeting as per Companies Act, 2013 making his office liable to retire by rotation. The Director being eligible offers himself for re-appointment.

Mr. J. Ashok Galada was re-appointed as the Managing Director of the Company for a period of three years with effect from 01st April 2014 by the Board of Directors in their meeting held on 31st January 2014 subject to the approval of members in the ensuing general meeting.

Pursuant to the provisions of Section 161(1) of the Companies Act, 2013 and the Articles of Association of the Company, Mrs. Indira Srinivasan Royakottam was appointed as an Additional Director designated as an Independent Director w.e.f. January 31, 2014 and she shall holds office up to the date of the ensuing Annual General Meeting. The Company has received requisite notice in writing from a member proposing Mrs. Indira Srinivasan Royakottam for appointment as an Independent Director.

Justice P Bhaskaran, Shri S. Venkata Krishnan and Shri. K. Ramu directors are appointed as Independent director for a period of five years as per section 149 of the Companies Act, 2013.

The Board recommends the appointment and re-appointment of the aforesaid directors.

During the year, the Company appointed C.S. Alpa Jain as the Company Secretary and Compliance Officer of the Company with effect from 14th February 2014.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956 with respect to Directors'' Responsibility Statement, it is hereby confirmed:

(i) That in the preparation of the accounts for the financial year ended 31st March 2014, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 of the Company for the year under review;

(iii) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) That the Directors have prepared the accounts for the financial year ended 31st March 2014 on a ''going concern'' basis.

MATERIAL CHANGES AFTER THE BALANCE SHEET DATE (31st MARCH 2014)

There are no material changes and commitments between 31st March 2014 and the date of this report having an adverse bearing on the financial position of the Company.

The Directors appointed M/s. Rajesh Modi & Co. as Internal Auditors in the Board Meeting held on 29th May 2014 as per the provisions of the Companies Act, 2013.

The Board of Directors also appointed Mrs. K. R. Manimeghala as a Chief Financial Officer of the Company with effect from 29 th May 2014.

AUDITORS

M/s. Chandarana & Sanklecha, Chartered Accountants, the Statutory Auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment until the next Annual General Meeting. A certificate of their eligibility has been received from them.

PARTICULARS REQUIRED UNDER SECTION 217(2A) OF COMPANIES ACT, 1956

The relationship with the employees of the Company was cordial throughout the Financial Year under review. The Board of Directors appreciates the co-operation and spirit of the employees of the company.

There were no employees covered by the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended vide notification no G.S.R 289(E) dated 3T March 2011.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars relating to energy conservation, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, are provided in Annexure A to this Report.

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-B.

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.

REGULATORY STATEMENT

In conformity with the provisions of Clause 32 of the Listing Agreement, the Cash Flow Statement for the year ended 3T March 2014 is annexed to the Accounts.

COMMON AGENCY FOR SHARE REGISTRY WORK

M/s. Cameo Corporate Services Ltd., at ''Subramanian Building'', No.1, Club House Road, Chennai 600 002 are the Common Agency for physical and electronic share registry work of the Company.

ACKNOWLEDGEMENT

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: 02.08.2014 Place: Chennai


Mar 31, 2013

Dear Members,

The Directors have great pleasure in presenting their TWENTY SEVENTH ANNUAL REPORT together with the Audited Accounts of the Company for the year ended March 31, 2013.

01. FINANCIAL RESULTS

The financial results for the year ended 31st March 2013 are given below

Description For the For the year ended year ended 31.3.2013 31.3.2012 (Rs. in lakhs) (Rs. in lakhs) Total Income 191.73 178.90

Less Expenditure 119.73 110.71

Profit before Depreciation and Taxes 72.00 68.19

Less Depreciation 22.43 21.73

Profit before Tax 49.57 46.46

Less Income Tax 16.00 16.00

Deferred Tax (1.19) (1.89)

14.81 14.11

Profit After Tax 34.76 32.35

Less : Extra Ordinary items- Provn for diminution in the value of investments 6.77 5.64

Profit for the year 27.99 26.71

Balance Brought Forward 82.65 61.44 from Previous Year

Amount available for appropriation 110.64 88.15

APPROPRIATION

Transfer to Statutory Reserve 5.60 5.50

Proposed Dividend and Tax Thereon 21.06

Balance carried to Balance Sheet 83.98 82.65

110.64 88.15

02. DIVIDEND

The Directors recommend a Dividend of Re. 0.60ps per share (6%) on the paid up capital of Rs. 300 Lakhs absorbing a sum of Rs. 18.00 Lakhs towards Dividend and Rs. 3.06 Lakhs towards tax thereon for the financial year ending 31st March 2013. The dividend will be paid to all those equity shareholders whose names appear in the Register of Members as on 27th July 2013.

03. INDUSTRY STRUCTURE AND DEVELOPMENTS

The industrial growth in India is showing signs of recovery and the Indian economy is poised for steady growth in the years to follow.

04. BUSINESS REVIEW

During the year under report, the Company extended hire purchase finance to the tune of Rs. 396.38 lakhs and financing under leasing to the tune of 32.27 lakhs and other credit financing of Rs.16.29 lakhs.

The total income of the Company is at Rs. 191.73 lakhs during the year under review as against Rs.178.90 lakhs in the previous financial year; and the profit before tax during the year under review is at Rs. 49.57 lakhs as compared to Rs. 46.46 lakhs in the previous financial year; and that profit after tax during the year under review is at Rs. 27.99 lakhs as compared to Rs. 26.71 lakhs in the previous financial year.

05. OUTLOOK

The outlook for the Company looks encouraging.

06. OPPORTUNITIES, CHALLENGES, RISKS AND CONCERNS

With the Indian economy showing signs of recovery, it is expected that there would be abundant opportunities for the growth of NBFC Sector.

Competition from private and public sector banks in the retail financing and competitive interest rates are challenges to the industry.

With strong and dynamic management, experienced and skilled staff, retention of customers, improvement of assessment procedures and quality of appraisal, the Company is confident of converting challenges into opportunities.

Any operational risk, market risk and interest rate risk can have adverse impact on the operations of the Company. Through continuous emphasis on cost control and cost reduction measures and taking corrective action wherever necessary, the Company will minimize the risk.

07. DEPOSITS

As on 31st March 2013, there were 89 depositors for a value of Rs. 123.34 lakhs.

Your Company has complied with the requirements under the guidelines issued by the Reserve Bank of India for Non-Banking Financial Companies.

08. INFORMATION REQUIRED UNDER NON-BANKING FINANCIAL COMPANIES ACCEPTANCE OF PUBLIC DEPOSITS (RESERVE BANK) DIRECTIONS, 1998

The total number of accounts of public deposit of the company which have not been claimed by the depositors or not paid by the company after the date on which the deposit became due for repayment was NIL.

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

09. DIRECTORS

Shri S. Venkata Krishnan and Shri. K. Ramu directors retire by rotation and being eligible, they offer themselves for re-appointment.

10. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956 with respect to Directors'' Responsibility Statement, it is hereby confirmed:

(i) That in the preparation of the accounts for the financial year ended 31st March 2013, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 of the Company for the year under review;

(iii) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

That the Directors have prepared the accounts for the financial year ended 31st March 2013 on a ''going concern'' basis.

11. AUDITORS

M/s. Chandarana & Sanklecha, Chartered Accountants, the Auditors of the Company hold office until the conclusion of the forthcoming Annual General Meeting and are eligible for re-appointment.

12. EMPLOYEES

Your Directors wish to convey their appreciation of services rendered by the employees at all levels.

13. PARTICULARS REQUIRED UNDER SECTION 217(2A) OF COMPANIES ACT, 1956

There were no employees who were in receipt of the remuneration for the year ended 31.3.2013 as prescribed under Section 217 (2A) of the Companies Act,1956 and hence annexure as per Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 is not attached.

14. INFORMATION PURSUANT TO SECTION 217(1)(e) OF THE COMPANIES ACT, 1956

The Company has no activity relating to conservation of energy or technical absorption. There were no foreign exchange earnings or outgo during the year under review.

15. REGULATORY STATEMENT

In conformity with the provisions of Clause 32 of the Listing Agreement, the Cash Flow Statement for the year ended 31st March 2013 is annexed to the Accounts.

16. COMMON AGENCY FOR SHARE REGISTRY WORK

M/s. Cameo Corporate Services Ltd., at ''Subramanian Building'', No.1, Club House Road, Chennai 600 002 are the Common Agency for physical and electronic share registry work of the Company.

17. CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchange, a separate section titled "Corporate Governance" is attached to this Annual Report.

The certificate of Statutory Auditors dated 30st May 2013 in line with Clause 49 of the Listing Agreement with the Stock Exchange is annexed to and forms a part of the Directors'' Report.

18. CAUTIONARY STATEMENT

Management Discussion and Analysis forming part of this report is in compliance with Corporate Governance Standards incorporated in the listing agreement with Stock Exchange and such statements may be "forward-looking" within the meaning of applicable laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that could influence Company''s operations include global and domestic financial market conditions affecting the interest rates, availability of resources for the financial sector, market for lending, changes in regulatory directions issued by the Government, tax laws, economic situation and other relevant factors.

19. ACKNOWLEDGEMENT

Your Directors would like to express their appreciation for the continued assistance and co-operation received from Company''s, Bankers, Customers, Advisors, Auditors and Depositors during the year under review.

For and on behalf of the Board

JUSTICE P BHASKARAN Chairman

Place : Chennai Date : 30th May 2013


Mar 31, 2012

Dear Members,

The Directors have great pleasure in presenting their TWENTY SIXTH ANNUAL REPORT together with the Audited Accounts of the Company for the year ended March 31,2012.

01. FINANCIAL RESULTS

The financial results for the year ended 31st March 2012 are given below:-

Description For the For the year ended year ended 31.3.2012 31.3.2011 (Rs.in lakhs) (Rs. in lakhs)

Total Income 178.90 150.92

Less Expenditure 110.71 89.06

Profit before Depreciation and Taxes 68.19 61.86

Less Depreciation 21.73 21.53

Profit before Tax 46.46 40.33

Less Income Tax 16.00 13.00

Deferred Tax (1.89) (1.86)

14.11 11.14

Profit After Tax 32.35 29.19

Less: Extra Ordinary items- Provn for diminution in the

value of investments 5.64 13.34

Profit for the year 26.71 15.85

Balance Brought Forward 61.44 48.84 from Previous Year

Amount available for appropriation 88.15 64.69

APPROPRIATION

Transfer to Statutory Reserve 5.50 3.25

Balance carried to Balance Sheet 82.65 61.44

88.15 64.69

02. DIVIDEND

In view of the inadequacy of profits and in order to conserve reserves of the Company, the Board of Directors does not recommend any dividend for the financial year ended 31st March 2012.

03. INDUSTRY STRUCTURE AND DEVELOPMENTS

The industrial growth in India is showing signs of recovery and the Indian economy is poised for steady growth in the years to follow.

04. BUSINESS REVIEW

During the year under report, the Company extended hire purchase finance to the tune of Rs. 49.00 lakhs and financing under operating leasing to the tune of 18.30 lakhs and other credit financing of Rs.447.55 lakhs.

The total income of the Company is at Rs. 178.90 lakhs during the year under review as against Rs. 150.92 lakhs in the previous financial year; and the profit before tax during the year under review is at Rs. 46.46 lakhs as compared to Rs. 40.33 lakhs in the previous financial year; and that profit aftertax during the year under review is at Rs. 26.71 lakhs as compared to Rs. 15.85 lakhs in the previous financial year.

05. OUTLOOK

The outlook for the Company looks encouraging.

06. OPPORTUNITIES, CHALLENGES, RISKS AND CONCERNS

With the Indian economy showing signs of recovery, it is expected that there would be abundant opportunities for the growth of NBFC Sector.

Competition from private and public sector banks in the retail financing and competitive interest rates are challenges to the industry.

With strong and dynamic management, experienced and skilled staff, retention of customers,improvement of assessment procedures and quality of appraisal, the Company is confident of converting challenges into opportunities.

Any operational risk, market risk and interest rate risk can have adverse impact on the operations of the Company. Through continuous emphasis on cost control and cost reduction measures and taking corrective action wherever necessary, the Company will minimize the risk.

07. DEPOSITS

As on 31st March 2012, there were 90 depositors for a value of Rs. 136.42 lakhs.

Your Company has complied with the requirements under the guidelines issued by the Reserve Bank of India for Non-Banking Financial Companies.

08. INFORMATION REQUIRED UNDER NON-BANKING FINANCIAL COMPANIES ACCEPTANCE OF PUBLIC DEPOSITS (RESERVE BANK) DIRECTIONS, 1998

The total number of accounts of public deposit of the company which have not been claimed by the depositors or not paid by the company after the date on which the deposit became due for repayment was NIL.

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

09. DIRECTORS

Shri K. Ramu and Justice P. Bhaskaran directors retire by rotation and being eligible, they offer themselves for re-appointment.

10. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956 with respect to Directors' Responsibility Statement, it is hereby confirmed:

(i) That in the preparation of the accounts for the financial year ended 31st March 2012, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 of the Company for the year under review;

(iii) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

That the Directors have prepared the accounts for the financial year ended 31st March 2012 on a 'going concern' basis.

11. AUDITORS

M/s. Chandarana & Sanklecha, Chartered Accountants, the Auditors of the Company hold office until the conclusion of the forthcoming Annual General Meeting and are eligible for re-appointment.

12. EMPLOYEES

Your Directors wish to convey their appreciation of services rendered by the employees at all levels.

13. PARTICULARS REQUIRED UNDER SECTION 217(2A) OF COMPANIES ACT, 1956

There were no employees who were in receipt of the remuneration for the year ended 31.3.2012 as prescribed under Section 217 (2A) of the Companies Act,1956 and hence annexure as per Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 is not attached.

14. INFORMATION PURSUANT TO SECTION 217(1)(e) OF THE COMPANIES ACT, 1956

The Company has no activity relating to of energy or technical absorption. were no foreign exchange earnings or during the year under review.

REGULATORY STATEMENT

deformity with the provisions of Clause 32 of Listing Agreement, the Cash Flow for the year ended 31st March 2012 to the Accounts.

COMMON AGENCY FOR SHARE

Cameo Corporate Services Ltd., at Building', No.1, Club House Chennai 600 002 are the Common for physical and electronic share work of the Company.

CORPORATE GOVERNANCE

ant to Clause 49 of the Listing Agreement Stock Exchange, a separate section "Corporate Governance" is attached to annual Report.

certificate of Statutory Auditors dated 30th 012 in line with Clause 49 of the Listing with the Stock Exchange is ed to and forms a part of the Directors' t.

STATEMENT

Management Discussion and Analysis forming >f this report is in compliance with Corporate Governance Standards incorporated in the listing agreement with Stock Exchange and such statements may be "forward-looking" within the meaning of applicable laws and regulations Actual results could differ materially from those expressed or implied. Important factors that could influence Company's operations include global and domestic financial market conditions affecting the interest rates, availability of resources for the financial sector, market for lending, changes in regulatory directions issued by the Government, tax laws, economic situation and other relevant factors.

19. ACKNOWLEDGEMENT

Your Directors would like to express their appreciation for the continued assistance and co-operation received from Company's Bankers, Customers, Advisors, Auditors and Depositors during the year under review.

For and on behalf of the Board

JUSTICE P BHASKARAN Chairman

Place: Chennai Date :30th May 2012


Mar 31, 2011

Dear Members,

The Directors have great pleasure in presenting their TWENTY FIFTH ANNUAL REPORT together with the Audited Accounts of the Company for the year ended March 31st,2011.

01. FINANCIAL RESULTS

The financial results for the year ended 31stMarch 2011 are given below

For the For the Description year ended year ended 313.2011 31.3.2010 (Rs. in lakhs) (Rs. in lakhs)

Total Income 150.92 113.66

Less Expenditure 89.06 82.11

Profit before Depreciation 61.86 32.55 and Taxes

Less Depreciation 21.53 9.51

Profit before Tax 40.33 22.04

Less income Tax 13.00 7.50

Deferred Tax (1.86) 4.28

11.14 11.78

Profit After Tax 29.19 10.26

Less: Extra Ordinary items - Provn for diminution in the value of investments 13.34 —

Profit for the year 15.85 10.26

Balance Brought Forward 48.84 41.83

from Previous Year

Amount available for 64.69 52.09 appropriation

APPROPRIATION

Transfer to Statutory Reserve 3.25 3.25

Balance carried to Balance 61.44 48.84 Sheet 64.69 52.09

02. DIVIDEND

In view of the inadequacy of profits and in order to conserve reserves of the Company, the Board of Directors does not recommend any dividend for the financial year ended 31st March 2011.

03 INDUSTRY STRUCTURE AND DEVELOPMENTS

The industrial growth in India is showing signs of recovery and the Indian economy is poised for steady growth in the years to follow.

04. BUSINESS REVIEW

During the year under report, the Company extended hire purchase finance to the tune of Rs. 181.53 lakhs and financing under operating leasing to the tune of 33.03 lakhs and other credit financing of Rs.433.94 lakhs.

The total income of the Company is at Rs. 150.92 lakhs during the year under review as against Rs.113.66 lakhs in the previous financial year; and the profit before tax during the year under review is at Rs. 40.33 lakhs as compared to Rs. 22.04 lakhs in the previous financial year; and that profit after tax during the year under review is at Rs. 15.85 lakhs as compared to Rs. 10.26 lakhs in the previous financial year.

05. OUTLOOK

The outlook for the Company looks encouraging.

06. OPPORTUNITIES, CHALLENGES, RISKS AND CONCERNS

With the Indian economy showing signs of recovery, it is expected that there would be abundant opportunities for the growth of NBFC Sector.

Competition from private and public sector banks in the retail financing and competitive interest rates are challenges to the industry.

With strong and dynamic management, experienced and skilled staff, retention of customers, improvement of assessment procedures and quality of appraisal, the Company is confident of converting challenges into opportunities.

Any operational risk, market risk and interest rate risk can have adverse impact on the operations of the Company. Through continuous emphasis on cost control and cost reduction measures and taking corrective action wherever necessary, the Company will minimize the risk.

07. DEPOSITS

As on 31st March 2011, there were 81 depositors for a value of Rs. 93.17 lakhs.

Your Company has complied with the requirements under the guidelines issued by the Reserve Bank of India for Non-Banking Financial Companies.

08. INFORMATION REQUIRED UNDER NON-BANKING FINANCIAL COMPANIES ACCEPTANCE OF PUBLIC DEPOSITS (RESERVE BANK) DIRECTIONS, 1998

The total number of accounts of public deposit of the company which have not been claimed by the depositors or not paid by the company after the date on which the deposit became due for repayment was NIL.

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

09. DIRECTORS

Justice P. Bhaskaran & Shri S.Venkatakrishnan directors retire by rotation and being eligible, they offer themselves for re-appointment.

10. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956 with respect to Directors'' Responsibility Statement, it is hereby confirmed:

(i) That in the preparation of the accounts for the financial year ended 31st March 2011, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 of the Company for the year under review;

(iii) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

That the Directors have prepared the accounts for the financial year ended 31st March 2011 on a ''going concern'' basis.

11. AUDITORS

M/s. Chandarana & Sanklecha, Chartered Accountants, the Auditors of the Company hold office until the conclusion of the forthcoming Annual General Meeting and are eligible for re-appointment.

12. EMPLOYEES

Your Directors wish to convey their appreciation of services rendered by the employees at all levels.

13. PARTICULARS REQUIRED UNDER SECTION 217(2A) OF COMPANIES ACT, 1956

There were no employees who were in receipt of the remuneration for the year ended 31.3.2011 as prescribed under Section 217 (2A) of the Companies Act,1956 and hence annexure as per Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 is not attached.

14. INFORMATION PURSUANT TO SECTION 217(1)(e) OF THE COMPANIES ACT, 1956

The Company has no activity relating to conservation of energy or technical absorption. There were no foreign exchange earnings or outgo during the year under review.

15. REGULATORY STATEMENT

In conformity with the provisions of Clause 32 of the Listing Agreement, the Cash Flow State- ment for the year ended 31st March 2011 is an- nexed to the Accounts.

16. COMMON AGENCY FOR SHARE REGISTRY WORK

M/s. Cameo Corporate Services Ltd., at ''Subramanian Building'', No.1, Club House Road, Chennai 600 002 are the Common Agency for physical and electronic share registry work of the Company.

17. CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchange, a separate section titled "Corporate Governance" is attached to this Annual Report.

The certificate of Statutory Auditors dated 21st May 2011 in line with Clause 49 of the Listing Agreement with the Stock Exchange is annexed to and forms a part of the Directors'' Report

18. CAUTIONARY STATEMENT

Management Discussion and Analysis forming part of this report is in compliance with Corporate Governance Standards incorporated in the listing agreement with Stock Exchange and such statements may be "forward-looking" within the meaning of applicable laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that could influence Company''s operations include global and domestic financial market conditions affecting the interest rates, availability of resources for the financial sector, market for lending, changes in regulatory directions issued by the Government, tax laws, economic situation and other relevant factors.

19. ACKNOWLEDGEMENT

Your Directors would like to express their appreciation for the continued assistance and co-operation received from Company''s, Bankers, Customers, Advisors, Auditors and Depositors during the year under review.

For and on behalf of the Board

JUSTICE P BHASKARAN Chairman

Place: Chennai Date :21st May 2011

 
Subscribe now to get personal finance updates in your inbox!