Directors Report of Gowra Leasing & Finance Ltd.

Mar 31, 2015

Dear Members,

We have pleasure in presenting the 22nd Annual Report on the business and operations of Company and Financial Results for the year ended 31st March, 2015.

1. FINANCIAL RESULTS

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

(Rs. In lakhs)

Particulars FY 2014-15 FY 2013-14

Total Income 139.87 140.10

Operating Profit before interest, Depreciation & Tax 39.62 59.42

Interest and other Financial charges 0.50 0.29

Depreciation 0.31 0.47

Net Profit before Tax 38.81 58.66

Provision for Income Tax & FBT 20.87 28.97

Provision for Deferred Tax (-8.84) (-10.36)

Net Profit after Tax 26.78 40.05

Add : Balance brought forward from previous year 506.74 509.80

Profit available for appropriation 533.52 549.85

Proposed Dividend 30.00 30.00

Corporate Tax on Dividend 5.10 5.10

Depreciation Adjustment 0.04

Balance to be carried forward 498.38 514.75

2. OPERATIONS AND BUSINESS OUTLOOK:

During the year under review, the Company recorded a total income of Rs.139.87 lakhs and a net profit of Rs.26.78 lakhs against income of Rs.140.10 lakhs and a net profit of Rs. 40.05 lakhs in the previous year. The decrease in net profit is mainly due to provisioning of NPA . However your Company is still adopting a very cautious approach towards its business in view of the risk involved in business and probable Non Performing Assets (NPAs).

3. EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS:

As per the requirements Section 134(3)(I) of the Companies Act, 2013, we want to declare that, there are no significant material changes and commitments affecting financial position of the Company between 31st March, 2015 and the date of Board's Report.

4. CHANGE IN THE NATURE OF BUSINESS:

As per the requirements Rule 8(5)(ii) of the Companies (Accounts) Rules, 2014, we want to declare that, there is no significant change in the nature of business of the Company during the last financial year.

5. SHARE CAPITAL AND CLASSIFICATION OF COMPANY:

The authorized capital of the Company as on 31st March, 2015 was Rs. 5,00,00,000/- divided into 50,00,000 equity shares of Rs.10/- each.

The Subscribed, Issued and Paid-up capital of the Company as on 31st March, 2015 was Rs.3,00,03,000/- divided into 30,00,300 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 and as per Circular No.DnBs. PD. CC No. 128/ 03.02.059/2008-09 dated 15.09.2008 issued by Reserve Bank of India; your company has been classified as Loan Company. The Company does not hold nor does it accept deposits from the public.

Disclosures as prescribed by Non-Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2007 and other NBFC regulations have been made in this Annual Report.

6. DIVIDEND

During the year under review, your Directors recommended a Dividend @ 10% amounting to Rs.30,00,300/- for the year ended 31st March, 2015. This will entail an outflow of Rs.35,09,901/- (inclusive of Dividend Distribution Tax thereon).

7. FIXED DEPOSITS:

Your Company has not accepted/invited any deposits from the public for the year under review 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 rules made there under.

8. DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. RETIREMENT BY ROTATION

Pursuant to provisions of the Companies Act, 2013, Mr. Lakshmi Prasad Gowra (DIN 00268271), Director will retire at the ensuing Annual General Meeting and being eligible, offers himself for reappointment. The Board recommends his re-appointment

B. APPOINTMENT

Mrs. Madhumathi Suresh (DIN 07124113) was appointed as an Additional Director who shall hold office till the date of this Annual General Meeting. A member proposed her candidature for appointment at the ensuing Annual General Meeting.

In terms of the Companies Act, 2013 Mrs. Madhumathi Suresh is proposed to be appointed as Independent Director not liable to retire by rotation, with effect from the date of this Meeting.

Brief resume of the Directors retiring by rotation and Director, nature of their expertise in specific functional areas and names of companies in which they hold directorships as stipulated under clause 49 of the listing agreement with the Stock Exchange are given as Annexure to the Notice.

Mr. Alamuru Venkata Rama Krishna Rao was appointed as Chief Financial Officer (CFO) w.e.f. 8th August, 2014.

C. CESSATION

During the year under review, no director resigned from the directorship of the Company.

D. EVALUATION OF THE BOARD'S PERFORMANCE

During the year, the Board adopted a formal performance evaluation policy for evaluating its performance and as well as that of its Committees and individual Directors, including the Chairman of the Board. The exercise was carried out through a structured evaluation process covering various aspects of the Board's functioning such as composition of the Board & committees, experience & competencies, performance of specific duties & obligations etc. Separate exercise was carried out to evaluate the performance of individual Directors including the Board Chairman who were evaluated on parameters such as attendance, contribution at the meetings and otherwise, independent judgment etc. The evaluation of the Independent Directors and that of the Chairman was carried out by the entire Board excluding the Director being evaluated and the evaluation of Non-Independent Directors was carried out by the Independent Directors. A separate meeting of Independent Directors was also held during the year wherein the performance of Chairman, Board, Executive Directors was evaluated.

The Directors were satisfied with the evaluation results, which reflected the overall engagement 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, as stipulated under Clause 49 of the Listing Agreement is presented in a separate section forming part of the Annual Report. Annexure I

F. REMUNERATION POLICY

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is attached to this report as Annexure II.

G. DECLARATION BY INDEPENDENT DIRECTORS

All the Independent Directors of the Company have given declaration stating that they meet the criteria of independence as provided under Companies Act, 2013.

9. AUDITORS & AUDITORS' REPORT

A. STATUTORY AUDITORS

The Statutory Auditors of the Company, M/s. Dagliya & Co., Chartered Accountants, Hyderabad will retire at the conclusion of ensuing Annual General Meeting and are eligible for reappointment. They have confirmed their eligibility under Section 141 of the Companies Act, 2013 and the Rules framed there under for reappointment 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 Accountants of India.

The Statutory Auditors' Report does not contain any reservation, qualification or adverse remark.

The Statutory Audit Report for the financial year 2014-15 is annexed herewith as Annexure III to this Report

B. SECRETARIAL AUDITOR

The Company has appointed Mr. G. Raghu Babu, Company Secretary in whole-time practice, Partner, R&A Associates, Hyderabad as Secretarial Auditor. The Secretarial Audit Report for the financial year 2014-15 is annexed herewith as Annexure IV to this Report.

The Secretarial Audit Report does not contain any reservation, qualification or adverse remark.

C. COST AUDITOR

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

10. DIRECTORS' RESPONSIBILITY STATEMENT:

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

(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;

(e) the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

(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.

11. 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 Corporate Governance norms stipulated under Clause 49 of the Listing Agreement is annexed to the Report on Corporate Governance. Annexure V

12. DECLARATION FOR CODE OF CONDUCT:

Pursuant to Clause 49 of the Listing Agreement, the declaration signed by the Managing Director affirming compliance of the Code of Conduct by the Directors and Senior Management personnel of the Company for the financial year 2014-2015 is annexed and forms part of the Corporate Governance Report. Annexure VI

13. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

The information required pursuant to Section 197(12) of Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of the employees of the Company, will be provided upon request. In terms of Section 136 of the Act, the Report and Accounts are being sent to the members and others entitled thereto, excluding the information on employees' particulars which is available for inspection by the members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting. If any member is interested in obtaining a copy thereof, such member may write to Company in this regard.

No employee was in receipt of remuneration in excess of the limits prescribed under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and hence the disclosure as required under Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not required.

14. RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on arm's length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

The Policy on materiality of related party transactions as approved by the Board may be accessed on the Company's website. Your Directors draw attention of the members to Notes 2.23 to the financial statement which sets out related party disclosures.

15. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:

The Company has not made any loan, given guarantee, provided security or made investments pursuant to the provisions of Section 186 of Companies Act, 2013.

16. 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 Mr. T. Shankar (Chairman), Mr. T.G.Surendranath, Mr. D.Suresh, Mr. J.A.Mohan Kumar, Mr. Gowra Surya Prakash as members.

All the recommendations made by the Audit Committee were accepted by the Board.

C. VIGIL MECHANISM

The Company has implemented a vigil mechanism policy to deal with instance of fraud and mismanagement, if any. It provides for the directors and employees to report genuine concerns and provides adequate safeguards against victimization of persons who use such mechanism.

There were no complaints received during the year 2014-15.

D. NUMBER OF BOARD MEETINGS

The Board of Directors of the Company met 6 times during the year. For further details, please refer report on Corporate Governance.

E. LISTING

The equity share of the Company is listed with Bombay Stock Exchange (BSE). There are no arrears on account of payment of listing fees to BSE.

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

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, is not applicable since there is no such activity at present being pursued by the Company. Annexure VIII

18. GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following 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 or Tribunals which impact the going concern status and Company's operations in future.

19. POLICY ON SEXUAL HARASSMENT:

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

20. CORPORATE SOCIAL RESPONSIBILITY (CSR) POLICY

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

21. ACKNOWLEDGEMENTS:

The Directors thank the Company's Bankers namely State Bank of India, ING Vysya Bank Limited (now known as Kotak Mahindra Bank Ltd.), HDFC Bank Limited and officials of concerned Government Departments for their co-operation and continued support to the Company.

The Board would also like to thank the Company's shareholders, customers, suppliers 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 at all 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: 31-08-2015 Chairman (DIN : 00268394)

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Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the 21st Annual Report and the Audited Statement of Accounts for the year ended 31st March, 2014.

FINANCIAL RESULTS :

The summarized Financial Results of the Company are given hereunder:

(Rs. in Lakhs)

Particulars FY 2013-14 FY 2012-13

Total Income 140.10 237.50

Operating Profit before interest, 59.42 26.84 Depreciation & Tax

Interest and other Financial charges 0.29 0.17

Depreciation 0.47 0.81

Net Profit before Tax 58.66 25.86

Provision for Income Tax & FBT 28.97 34.83

Provision for Deferred Tax (-10.36) (-25.86)

Net Profit after Tax 40.05 16.89

Add : Balance brought forward from previous year 509.80 531.16

Profit available for appropriation 549.80 548.05

Proposed Dividend 30.00 30.00

Corporate Tax on Dividend 5.10 4.87

Balance to be carried forward 514.76 513.18

OPERATIONS AND BUSINESS OUTLOOK :

During the year under review, the Company recorded a total income of Rs. 140.10 lakhs and a net profit of Rs.40.05 lakhs against income of Rs.237.50 lakhs and a net profit of Rs.16.89 lakhs in the previous year. The increase in net profit is mainly due to recovery of NPAs and lesser provision of NPA during the year. However your Company is still adopting a very cautious approach towards its business in view of the risk involved in business and probable NPAs. .

DIVIDEND :

During the year under review, your Directors recommended a Dividend @ 10% amounting to Rs.30,00,300/- for the year ended 31st March, 2014. This will entail an outflow of Rs.35,10,201/- (inclusive of Dividend Distribution Tax thereon).

CLASSIFICATION OF COMPANY :

In terms of provisions of Non-Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2007 and as per Circular No. DNBS. PD. CC No. 128/ 03.02.059/2008-09 dated 15.09.2008 issued by Reserve Bank of India, your company has been classified as Loan Company. The Company does not hold nor does it accept deposits from the public.

Disclosures as prescribed by Non-Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2007 and other NBFC regulations have been made in this Annual Report.

FIXED DEPOSITS:

Your Company has not accepted/invited any deposits from the public for the year under review within the meaning of Non Banking Financial Companies Acceptance of Public Deposits (Reserve Bank) Directions, 1998 and Section 58A of the Companies Act, 1956 and the rules made thereunder.

DIRECTORS :

Mr. D.Suresh, Mr. Tilak Shankar, Dr.T.G.Surendranath and Mr. J.A.Mohan Kumar, Independent Directors of the company need to be appointed afresh as per the provisions of the Companies Act, 2013. All the above Independent Directors meet the criteria of Independence as per sub- section 6 of the section 149 of the Companies Act, 2013. The Board considers that continued association of each of the said Independent Directors would be of immense benefit to the Company in view of their qualification, expertise and experience in their respective field. The Board therefore recommends their appointments to the members at the ensuing Annual General Meeting.

Mr.Gowra Lakshminarayana will retire by rotation at the ensuing Annual General Meeting and being eligible, offer himself for reappointment.

AUDITORS'' REPORT :

The observations made in the Auditors'' Report, read together with the relevant notes thereon are self-explanatory and hence, do not call for any comments under section 217 of the Companies Act, 1956.

AUDITORS :

M/s. Dagliya & Co., Chartered Accountants, Auditors of the Company retires at the Annual General Meeting and the Company has received certificate from them to the effect that their reappointment, if made, would be within the limits prescribed under Section 224(1B) of the Companies Act, 1956. Members are requested to reappoint them and to authorize the Board to fix their remuneration for the year 2014-2015.

DIRECTORS RESPONSIBILITY STATEMENT AS REQUIRED UNDER SECTION 217(2AA) OF THE COMPANIES ACT, 1956:

In compliance of section 217 (2AA), as incorporated by the Companies (Amendment) Act, 2000, in the Companies Act, 1956, your directors confirm : -

a) 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;

b) 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 or loss of the company for the year under review;

c) 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;

d) That the directors have prepared the accounts for the financial year ended 31st March 2014 on a going concern basis.

CORPORATE GOVERNANCE :

A detailed report on Corporate Governance and a Certificate from the Statutory Auditors of the Company regarding compliance with conditions of Corporate Governance have been furnished in the Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT :

In accordance with the requirements of the Listing Agreement, the Management Discussion and Analysis Report is presented in a separate section forming part of the Annual Report.

DECLARATION FOR CODE OF CONDUCT :

Pursuant to Clause 49 of the Listing Agreement, the declaration signed by the Managing Director affirming compliance of the Code of Conduct by the Directors and Senior Management personnel of the Company for the financial year 2013-2014 is annexed and forms part of the Corporate Governance Report.

APPOINTMENT OF KEY MANAGERIAL PERSONNEL (KMP) :

Mr. A.V.Rama Krishna Rao General Manager-Finance who is in-charge of finance and accounts has been appointed as the Chief Financial Officer (CFO) of the company. He is well versed with the financial and banking matters and posses'' adequate experience in these areas.

CONSTITUTION & RECONSTITUTION OF COMMITTEES :

The company has constituted Stakeholders Relationship Committee and reconstituted Audit committee, Nomination & Remuneration Committee, Share Transfer Committee as per the provisions of the Companies Act, 2013 and revised Clause-49 of the listing Agreement.

COMPLIANCE CERTIFICATE :

In accordance with the requirement of Section 383A of the Companies Act, 1956, Certificate from a Practicing Company Secretary, certifying that all legal requirements, in respect of the Company for the year ended 31st March, 2014 have been complied with, which forms part of this report is annexed hereto.

LISTING

The equity shares of the Company is listed with Bombay Stock Exchange (BSE). There are no arrears on account of payment of listing fees to BSE. CONSERVATION OF ENERGY, FOREIGN EXCHANGE ETC. :

Information on Conservation of Energy, technology absorption, foreign exchange earnings and outgo required to be given pursuant to 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 is not applicable since there is no such activity at present being pursued by the Company.

PERSONNEL :

None of the employees are drawing Rs.5,00,000/- and above per month or Rs.60,00,000/- and above in aggregate per annum, the limits prescribed under Section 217(2A) of the Companies Act, 1956. Hence the information as required under the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are not annexed to this report.

ACKNOWLEDGEMENTS:

The Directors thank the Company''s Bankers namely State Bank of India, ING Vysya Bank Limited, HDFC Bank Limited and officials of concerned Government Departments for their co-operation and continued support to the Company.

The Directors also take this opportunity to express their appreciation for the sincere and dedicated services of the Employees of the Company at all levels.

For and on behalf of the Board of Directors

Sd/- Place : Secunderabad (D.SURESH) Dated : 08-08-2014 Chairman

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Mar 31, 2013

Dear Members,

The Directors have pleasure in presenting the 20th Annual Report and the Audited Statement of Accounts for the year ended 31st March, 2013.

FINANCIAL RESULTS :

The summarized Financial Results of the Company are given hereunder :

(Rs.in Lakhs)

Particulars FY 2012-13 FY 2011-12

Total Income 237.50 220.26

Operating Profit before interest, Depreciation & Tax 26.84 139.65

Interest and other Financial charges 0.17 6.38

Depreciation 0.81 0.80

Net Profit before Tax 25.86 132.47

Provision for Income Tax & FBT 34.83 57.81

Provision for Deferred Tax (-25.86) (-12.62)

Net Profit after Tax 16.89 87.28

Add : Balance brought forward from previous year 531.16 500.57

Profit available for appropriation 548.05 587.85

Proposed Dividend 30.00 30.00

Corporate Tax on Dividend 4.87 4.87

Balance to be carried forward 513.18 552.98

OPERATIONS:

During the year under review, the Company recorded a total income of Rs. 237.50 lakhs and a net profit of Rs. 16.89 lakhs against income of Rs. 220.26 lakhs and a net profit of Rs. 87.28 lakhs in the previous year. The lower net profit is mainly due to NPAs.

BUSINESS OUTLOOK :

Considering various risks involved in business and probable NPAs, which may result in lower margins and slower growth, your company is adopting a very cautious approach towards future business.

DIVIDEND :

During the year under review, your Directors recommended a Dividend @ 10% amounting to Rs. 30,00,300/- for the year ended 31st March, 2013. This will entail an outflow of Rs. 34,87,023/- (inclusive of Dividend Distribution Tax thereon).

CLASSIFICATION OF COMPANY :

In terms of provisions of Non-Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2007 and as per Circular No. DNBS. PD. CC No. 128/ 03.02.059/2008-09 dated 15.09.2008 issued by Reserve Bank of India, your company has been classified as Loan Company. The Company does not hold nor does it accept deposits from the public.

Disclosures as prescribed by Non-Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2007 and other NBFC regulations have been made in this Annual Report.

FIXED DEPOSITS:

Your Company has not accepted/invited any deposits from the public for the year under review within the meaning of Non-Banking Financial Companies Acceptance of Public Deposits (Reserve Bank) Directions, 1998 and Section 58A of the Companies Act, 1956 and the rules made thereunder.

DIRECTORS :

Dr. T.G.Surendranath and Mr. Gowra Surya Prakash, Directors of the Company will retire by rotation at the ensuing Annual General Meeting and being eligible, offers themselves for reappointment.

AUDITORS'' REPORT :

The observations made in the Auditors'' Report, read together with the relevant notes thereon are self-explanatory and hence, do not call for any comments under Section 217 of the Companies Act, 1956.

AUDITORS :

M/s. Dagliya & Co., Chartered Accountants, Auditors of the Company retires at the Annual General Meeting and the Company has received certificate from them to the effect that their reappointment, if made, would be within the limits prescribed under Section 224(1B) of the Companies Act, 1956. Members are requested to reappoint them and to authorize the Board to fix their remuneration.

DIRECTORS RESPONSIBILITY STATEMENT AS REQUIRED UNDER SECTION 217(2AA) OF THE COMPANIES ACT, 1956:

In compliance of Section 217 (2AA), as incorporated by the Companies (Amendment) Act, 2000, in the Companies Act, 1956, your Directors confirm : -

a) 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;

b) 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 or loss of the company for the year under review;

c) 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;

d) That the directors have prepared the accounts for the financial year ended 31st March 2013 on a going concern basis.

CORPORATE GOVERNANCE :

A detailed report on Corporate Governance and a Certificate from the Statutory Auditors of the Company regarding compliance with conditions of Corporate Governance have been furnished in the Annual Report.

CODE OF CONDUCT :

Pursuant to Clause 49 of the Listing Agreement, the declaration signed by the Managing Director affirming compliance of the Code of Conduct by the Directors and Senior Management personnel of the Company for the financial year 2012-2013 is annexed and forms part of the Corporate Governance Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT :

In accordance with the requirements of the Listing Agreement, the Management Discussion and Analysis Report is presented in a separate Section forming part of the Annual Report.

COMPLIANCE CERTIFICATE :

In accordance with the requirement of Section 383A of the Companies Act, 1956, Certificate from a Practicing Company Secretary, certifying that all legal requirements, in respect of the Company for the year ended 31st March, 2013 have been complied with, which forms part of this report is annexed hereto.

LISTING

The equity shares of the Company is listed with Bombay Stock Exchange (BSE). There are no arrears on account of payment of listing fees to the Stock Exchange.

CONSERVATION OF ENERGY, FOREIGN EXCHANGE ETC. :

Information on Conservation of Energy, technology absorption, foreign exchange earnings and outgo required to be given pursuant to 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 is not applicable since there is no such activity at present being pursued by the Company.

PERSONNEL :

None of the employees are drawing Rs. 5,00,000/- and above per month or Rs. 60,00,000/- and above in aggregate per annum, the limits prescribed under Section 217(2A) of the Companies Act, 1956. Hence the information as required under the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are not annexed to this report.

ACKNOWLEDGEMENTS:

The Directors thank the Company''s Bankers namely State Bank of India, ING Vysya Bank Limited, HDFC Bank Limited and officials of concerned Government Departments for their co-operation and continued support to the Company.

The Directors also take this opportunity to express their appreciation for the sincere and dedicated services of the Employees of the Company at all levels.

For and on behalf of the Board of Directors

Sd/-

Place : Secunderabad (D.SURESH)

Dated : 9th August,2013 Chairman

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Mar 31, 2012

The Directors have pleasure in presenting the 19th Annual Report and the Audited Statement of Accounts for the year ended 31st March, 2012.

FINANCIAL RESULTS :

The performance during the period ended 31st March 2012 has been as under:

(Rs. in lakhs)

Particulars As on 31-03-2012 As on 31-03-2011

Total Income 220.26 341.70

Operating Profit before interest, Depreciation & Tax 139.65 292.29

Interest and other Financial charges 6.38 41.27

Depreciation 0.80 0.85

Net Profit before Tax 132.47 250.17

Provision for Income Tax & FBT 57.81 92.81

Provision for Deferred Tax (-12.62) (-4.26)

Net Profit after Tax 87.28 161.62

Add : Balance brought forward from previous year 500.57 428.33

Profit available for appropriation 587.85 589.95

Proposed Dividend 30.00 42.00

Corporate Tax on Dividend 4.87 6.98

Balance to be carried forward 552.98 540.97



OPERATIONS:

During the year under review, the Company recorded a total income of Rs. 220.26 lakhs and a net profit of Rs. 87.28 lakhs against income of Rs. 341.70 lakhs and a net profit of Rs. 161.62 lakhs in the previous year. The decrease in total income and net profit was mainly on account of increase in NPA provisions and reversal of accrued interest.

BUSINESS OUTLOOK :

Considering various risks involved in business and probable future NPAs, which may result in lower margins and slower growth. Your Company is adopting a very cautious approach towards future business.

DIVIDEND :

Considering the performance during the year under review, your Directors recommended a Dividend @ 10% amounting to Rs.30,00,300/- for the year ended 31st March, 2012. This will entail an outflow of Rs. 34,87,023/- (inclusive of tax thereon).

CLASSIFICATION OF LOAN COMPANY :

In terms of provisions of Non-Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2007 and as per Circular No.DNBS.PD.CC No.128/03.02.059/2008-09 dated 15.09.2008 issued by Reserve Bank of India, your company has been classified as Loan Company. The Company does not hold nor does it accept deposits from the public.

Disclosures as prescribed by Non-Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2007 and other NBFC regulations have been made in this Annual Report.

FIXED DEPOSITS:

Your Company has not accepted/invited any deposits from the public for the year under review within the meaning of Non- Banking Financial Companies Acceptance of Public Deposits (Reserve Bank) Directions, 1998 and Section 58A of the Companies Act, 1956 and the rules made thereunder.

DIRECTORS :

Mr. Gowra Lakshminarayana and Mr. Soma Dayanand, Directors of the Company will retire by rotation at the ensuing Annual General Meeting and being eligible, offers themselves for reappointment.

Mr. J.A.Mohan Kumar was appointed as an Additional Director of the Company with effect from 11th August, 2012 by the Board in terms of Section 260 of the Companies Act, 1956. He hold the office till the conclusion of the forthcoming Annual General Meeting of the Company. The Company has received a notice from a member along with a deposit of Rs. 500/- as per Section 257 of the Companies Act, 1956 for appointment of Mr. J.A.Mohan Kumar as Director liable to retire by rotation.

AUDITORS' REPORT :

The observations made in the Auditors' Report, read together with the relevant notes thereon are self-explanatory and hence, do not call for any comments under section 217 of the Companies Act, 1956.

AUDITORS :

M/s. Dagliya & Co., Chartered Accountants, Auditors of the Company retires at the Annual General Meeting and the Company has received certificate from them to the effect that their reappointment, if made, would be within the limits prescribed under Section 224(1B) of the Companies Act, 1956. Members are requested to reappoint them and to authorize the Board to fix their remuneration.

DIRECTORS' RESPONSIBILITY STATEMENT AS REQUIRED UNDER SECTION 217(2AA) OF THE COMPANIES ACT, 1956:

In compliance of section 217 (2AA), as incorporated by the Companies (Amendment) Act, 2000, in the Companies Act, 1956, your Directors confirm : -

a) 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;

b) 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 or loss of the Company for the year under review;

c) 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;

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

CORPORATE GOVERNANCE :

A detailed report on Corporate Governance and a Certificate from the Statutory Auditors of the Company regarding compliance with conditions of Corporate Governance have been furnished in the Annual Report.

CODE OF CONDUCT :

Pursuant to Clause 49 of the Listing Agreement, the declaration signed by the Managing Director affirming compliance of the Code of Conduct by the Directors and Senior Management personnel of the Company for the financial year 2011-2012 is annexed and forms part of the Corporate Governance Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT :

In accordance with the requirements of the Listing Agreement, the Management Discussion and Analysis Report is presented in a separate section forming part of the Annual Report.

COMPLIANCE CERTIFICATE :

In accordance with the requirement of Section 383A of the Companies Act, 1956, Certificate from a Practicing Company Secretary, certifying that all legal requirements, in respect of the Company for the year ended 31st March, 2012 have been complied with, which forms part of this report is annexed hereto. Regarding clause No.9 of the above Compliance Certificate, the Directors feel that provisions of Section 297 of the Act do not apply to the transaction. However the Company is seeking legal opinion in the matter and if so required, Company will take necessary steps to comply the relevant provisions of the Act.

LISTING :

The equity shares of the Company is listed with Bombay Stock Exchange (BSE). There are no arrears on account of payment of listing fees to the Stock Exchange.

CONSERVATION OF ENERGY, FOREIGN EXCHANGE ETC. :

Information on Conservation of Energy, technology absorption, foreign exchange earnings and outgo required to be given pursuant to 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 is not applicable since there is no such activity at present being pursued by the Company.

PERSONNEL :

None of the employees are drawing Rs. 5,00,000/- and above per month or Rs. 60,00,000/- and above in aggregate per annum, the limits prescribed under Section 217(2A) of the Companies Act, 1956. Hence the information as required under the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are not annexed to this report.

ACKNOWLEDGEMENTS:

The Directors thank the Company's Bankers namely State Bank of India, ING Vysya Bank Ltd., HDFC Bank Ltd. and officials of concerned Government Departments for their co-operation and continued support to the Company.

The Directors also take this opportunity to express their appreciation for the sincere and dedicated services of the employees of the Company at all levels.

For and on behalf of the Board of Directors

Sd/-

Place : Secunderabad (D.SURESH)

Dated : 11th August, 2012 Chairman

---

Mar 31, 2011

Dear Members,

The Directors have pleasure in presenting the 18th Annual Report and the Audited Statement of Accounts for the year ended 31st March, 2011.

FINANCIAL RESULTS :

The performance during the period ended 31st March 2011 has been as under: (Rs. in lakhs) As on 31-03-2011 As on 31-03-2010

Total Income 341.70 233.98

Operating Profit before interest, Depreciation & Tax 292.29 201.92

Interest and other Financial charges 41.27 2.41

Depreciation 0.85 0.97

Net Profit before Tax 250.17 198.54

Provision for Income Tax & FBT 92.81 71.47

Provision for Deferred Tax (-4.26) 0.38

Net Profit after Tax 161.62 126.69

Add : Balance brought forward from previous year 428.33 372.27

Profit available for appropriation 589.95 498.96

Proposed Dividend 42.00 36.00

Corporate Tax on Dividend 6.98 6.12

Balance to be carried forward 540.97 456.84

OPERATIONS:

The financial year 2010-11 was a good year for the company. During the year under review, the Company recorded a total income of Rs. 341.70 lakhs and a net profit of Rs.161.62 lakhs against income of Rs.233.98 lakhs and a net profit of Rs.126.69 lakhs in the previous financial year. The business growth was achieved in a very cautious manner.

BUSINESS OUTLOOK :

The future outlook of the Company is bright. However, as mentioned earlier, the high inflation environment resulting in steadily rising interest rates may lead to slower growth.

DIVIDEND :

Considering the performance during the year under review, your Directors recommended a Dividend @ 14% amounting to Rs.42,00,420/- for the year ended 31st March, 2011. This will entail an outflow of Rs.48,98,110/- (inclusive of tax thereon).

CLASSIFICATION OF LOAN COMPANY :

In terms of provisions of Non-Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2007 and as per Circular No. DNBS. PD. CC No. 128/03.02.059/2008-09 dated 15.09.2008 issued by Reserve Bank of India, your company has been classified as Loan Company. The Company does not hold nor does it accept deposits from the public.

Disclosures as prescribed by Non-Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2007 and other NBFC regulations have been made in this Annual Report.

FIXED DEPOSITS:

Your Company has not accepted/invited any deposits from the public for the year under review within the meaning of Non Banking Financial Companies Acceptance of Public Deposits (Reserve Bank) Directions, 1998 and Section 58A of the Companies Act, 1956 and the rules made thereunder.

DIRECTORS :

Mr. D.Suresh and Mr. T.Shankar, Directors of the Company will retire by rotation at the ensuing Annual General Meeting and being eligible, offers themselves for reappointment.

Mr. Gowra Srinivas and Mr. Gowra L.Prasad were reappointed as Managing Director and Executive Director respectively by the Board at its Meeting held on 26th May, 2011 for a further period of 5 years with effect from 1st August, 2011.

AUDITORS' REPORT :

The observations made in the Auditors' Report, read together with the relevant notes thereon are self-explanatory and hence, do not call for any comments under section 217 of the Companies Act, 1956.

AUDITORS :

M/s. Dagliya & Co., Chartered Accountants, Auditors of the Company retires at the Annual General Meeting and the Company has received certificate from them to the effect that their reappointment, if made, would be within the limits prescribed under Section 224(1B) of the Companies Act, 1956. Members are requested to reappoint them and to authorize the Board to fix their remuneration.

DIRECTORS RESPONSIBILITY STATEMENT AS REQUIRED UNDER SECTION 217(2AA) OF THE COMPANIES ACT, 1956:

In compliance of section 217 (2AA), as incorporated by the Companies (Amendment) Act, 2000, in the Companies Act, 1956, your directors confirm : -

a) 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;

b) 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 or loss of the company for the year under review;

c) 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;

d) That the directors have prepared the accounts for the financial year ended 31st March 2011 on a going concern basis.

CORPORATE GOVERNANCE :

A detailed report on Corporate Governance and a Certificate from the Statutory Auditors of the Company regarding compliance with conditions of Corporate Governance have been furnished in the Annual Report.

CODE OF CONDUCT :

Pursuant to Clause 49 of the Listing Agreement, the declaration signed by the Managing Director affirming compliance of the Code of Conduct by the Directors and Senior Management personnel of the Company for the financial year 2010-2011 is annexed and forms part of the Corporate Governance Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT :

In accordance with the requirements of the Listing Agreement, the Management Discussion and Analysis Report is presented in a separate section forming part of the Annual Report.

COMPLIANCE CERTIFICATE :

In accordance with the requirement of Section 383A of the Companies Act, 1956, Certificate from a Practicing Company Secretary, certifying that all legal requirements, in respect of the Company for the year ended 31st March, 2011 have been complied with, which forms part of this report is annexed hereto.

LISTING

The equity shares of the Company is listed with Bombay Stock Exchange (BSE). There are no arrears on account of payment of listing fees to the Stock Exchange.

CONSERVATION OF ENERGY, FOREIGN EXCHANGE ETC. :

Information on Conservation of Energy, technology absorption, foreign exchange earnings and outgo required to be given pursuant to 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 is not applicable since there is no such activity at present being pursued by the Company.

PERSONNEL :

None of the employees are drawing Rs.5,00,000/- and above per month or Rs.60,00,000/- and above in aggregate per annum, the limits prescribed under Section 217(2A) of the Companies Act, 1956. Hence the information as required under the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is not annexed to this report.

ACKNOWLEDGEMENTS:

The Directors thank the Company's Bankers namely State Bank of India, ING Vysya Bank Limited and HDFC Bank and officials of concerned Government Departments for their co-operation and continued support to the Company.

The Directors also take this opportunity to express their appreciation for the sincere and dedicated services of the Employees of the Company at all levels.

For and on behalf of the Board of Directors

Sd/-

Place : Secunderabad (D.Suresh)

Dated : 13-08-2011 Chairman

---

Mar 31, 2010

The Directors have pleasure in presenting the 17th Annual Report and the Audited Statement of Accounts for the year ended 31st March, 2010.

FINANCIAL RESULTS :

The performance during the period ended 31st March 2010 has been as under:

(Rs.in lakhs)

OPERATIONS:

Sl. Particulars as at As at

No. 31-03-2010 31-03-2009

1. Total Income 233.98 198.85

2. Total Expenses 34.47 19.73

3. Depreciation 0.97 0.93

4. Profit before tax 198.54 178.19

5. Provision for Tax 68.52 57.86

6. Net Profit 130.02 120.33

7. Taxation adjustment for the earlier years 3.32 0.01

8. Net Profit after Tax 126.70 120.32

During the year under review, the Company recorded a total income of Rs. 233.98 lakhs as against Rs. 198.85 lakhs during the previous year and a net profit of Rs. 126.70 lakhs against Rs. 120.32 lakhs in the previous year.

FUTURE OUTLOOK :

Your Company is focusing mainly on giving Loans and ICDs. The future outlook of the company is bright.

DIVIDEND :

Considering the performance during the year under review, your Directors recommended a Dividend @ 12% amounting to Rs.36.00 lakhs for the year ended 31st March, 2010. This will entail an outflow of Rs.42.12 lakhs (inclusive of tax thereon).

FIXED DEPOSITS:

Your Company has not invited any deposits from the Public for the year under review within the meaning of Section 58 A of the Companies Act, 1956 and the rules made there under.

INTERNAL CONTROL SYSTEMS :

Your Company has well established procedures for internal control across its various locations, commensurate with its size and operations. The organization is adequately staffed with,qualified and experienced personnel for implementing and monitoring the internal control environment. The internal audit function is adequately resourced commensurate with the operations of the Company and reports to the Audit Committee of the Board.

CORPORATE GOVERNANCE :

Your Company is committed to the tenets of good Corporate Governance and has taken adequate steps to ensure that the requirements of Corporate Governance as laid down in Clause 49 of the Listing Agreement are complied with.

A separate report on Corporate Governance and a Management Discussion and Analysis Report are being produced as a part of the Annual Report of the Company.

The Auditors of the Company have certified that conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement are complied by the Company and their certificate is annexed to the report on Corporate Governance.

DIRECTORS :

Mr. T.G. Surendranath and Mr. Soma Dayanand, Directors of the Company will retire by rotation at the ensuing Annual General Meeting and being eligible, offers themselves for reappointment.

Mr. Gowra Surya Prakash was appointed as an Additional Director of the Company with effect from 11th August, 2010 by the Board in terms of Section 260 of the Companies Act 1956. He holds the office up to the date of the forthcoming Annual General Meeting of the Company. The Company has received a notice from a member along with a deposit of Rs.500/- as per Section 257 of the Companies Act, 1956 for appointment of Mr. Gowra Surya Prakash as Director liable to retire by rotation.

Mr. Gowra S.Rajagopal resigned from the post of Director of the Company with effect from 11th August, 2010. Your Directors place on record their appreciation of the valuable services and guidance provided by Mr. Gowra S.Rajagopal as the Director of the Company.

INSURANCE:

The Properties and assets of your Company are adequately insured.

AUDITORS REPORT :

The observations of the auditors are explained, wherever necessary, in appropriate notes to the accounts.

AUDITORS :

M/s. Dagliya & Co., Chartered Accountants, Auditors of the Company retires at the conclusion of this Annual General Meeting and the Company has received a letter from them to the effect that their reappointment, if made, would be within the limits prescribed under Section 224(1 B) of the Companies Act, 1956.



DIRECTORS RESPONSIBILITY STATEMENT AS REQUIRED UNDER SECTION 217(2AA) OF THE COMPANIES ACT, 1956:

In compliance of section 217 (2AA), as incorporated by the Companies (Amendment) Act, 2000, in the Companies Act, 1956, your directors confirm : -

a) That in the preparation of the accounts for the financial year ended 31st March, 2010, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b) That the Directors have selected such accounting policies and applied them consistently and made judgements 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 or loss of the company for the year under review;

c) 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;

d) That the directors have prepared the accounts for the financial year ended 31st March, 2010 on a going concern basis.

COMPLIANCE CERTIFICATE :

In accordance with the requirement of Section 383A of the Companies Act, 1956, Certificate from Mr. V.K.Bafna, a Practicing Company Secretary, certifying that all legal requirements, in respect of the Company for the year ended 31st March, 2010 have been complied with, which forms part of this report is annexed hereto.

CONSERVATION OF ENERGY, FOREIGN EXCHANGE ETC. :

Information on Conservation of Energy, technology absorption, foreign exchange earnings and outgo required to be given pursuant to 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 is not applicable since there is no such activity at present being pursued by the Company.

PERSONNEL :

None of the employees are drawing Rs.2,00,000/- and above per month or Rs.24,00,000/- and above in aggregate per annum, the limits prescribed under Section 217(2A) of the Companies Act, 1956. Hence the information as required under the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are not annexed to this report.

ACKNOWLEDGEMENTS:

The Directors thank the Companys Bankers namely ING Vysya Bank Limited, State Bank of India and HDFC Bank and officials of concerned Government Departments for their co- operation and continued support to the Company.

The Directors also take this opportunity to express their appreciation for the sincere and dedicated services of the Employees of the Company at all levels.



For and on behalf of the Board of Directors



Sd/-

Place : Secunderabad (D.SURESH)

Dated : August 11,2010 Chairman