Directors Report of Gilada Finance & Investments Ltd.

Mar 31, 2015

The Directors ore pleased to present the Twenty-first Annul Report of your Company together with the Audited Statement of Accounts and the Auditors' Report of your company for the financial year ended, 31st March, 2015.

I. FINANCIAL SUMMARY FOR THE YEAR 2014-201S

1. FINANCIAL RESULTS & OPERATIONS:

Amount in Rs.

Particulars Year ended 31st Year ended 31st March 2015 March 2014

Total Income 2,00,09,177.50 1,98,18,621.48

Total Expenditure 48,00,458.68 52,64,447.34

Profit before exceptional and

extraordinary items and tax 1,52,08,718.82 1,45,54,174.14

Profit before tax 1,49,74,656.82 1,33,82,055.14 Tax Expense

1. Current tax expenses for 49,35,695.00 43,32,544.00 current year

2. Deferred tax

Profit/(Loss) for the period 1,00,38,961.82 90,49,511.14

Earnings per Equity Share

1. Basic 2.86 2.58

2 Diluted 2.86 2.58

2. BUSINESS OVERVIEW:

Your Company's revenue from operations increased to Rs.1,98,14,191.50 in 2014-2015 from Rs. 1,96,48,173.48 in the previous year at a growth rate of about 84%. Further, during the year under review your Company has earned a net profit after taxation of Rs. 1,00,38,961.82 /- as compared to Rs. 90,49,511.14 /- in the previous year.

Your Directors are confident of further improving the performance and growth of the Company in the ensuing years to face new challenges and competitive environment. Your Company will respond to the competitive challenges by enhancing customer focus, by building more efficient network, by ensuring adequate preparedness to take maximum advantage of new opportunities and aggressively pursuing them.

3. TRANSFER TO RESERVES

Your Company has transferred a sum of Rs. 20,07,792 to Statutory Reserve as required under the Reserve Bank of India Act, 1934. The Company has not transferred any amount to General Reserves during the year under review.

4. DIVIDEND:

Your directors do not propose any dividend for the year ended 31st March 2015.

5. 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 i.e. AFTER 31ST MARCH 2015 BUT BEFORE DATE OF SIGNATURE OF DIRECTORS REPORT:

There have been no material changes and commitments, that affect 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,

6. ANYCHANGEINNATUREOFBUSINESS:

There has been no change in the nature of business of the Company during the year under review.

7. NAMES OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURINGTHE YEAR ALONG WITH REASONS:

The Company has no subsidiaries. Further during the year no joint ventures or associate companies were incorporated or ceased.

8. RBI GUIDELINES

The Company fulfills all the norms and standards applicable to NBFCs as set out by Reserve Bank of India (RBI). Your Company is well capitalized and has a capital adequacy ratio as required by non-deposit accepting NBFCs as prescribed by RBI.

II. DEPOSITS;

In terms of the disclosure required under Section 134(3) read with rule no. 8f5J of the Companies (Accounts) Rules, 2014, it is hereby stated that:

During the year, the Company has not accepted from the public any deposits within the meaning of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014. Further as the Company has not accepted any deposits from the public, the Company is not required to comply with the directions issued by Reserve Bank of India under Non-Banking Financial Companies (Reserve Bank) Directions, 1998 with respect to public deposits.

III. NUMBER OF BOARD MEETINGS

During the year, eight Board Meetings were convened and held, the details of which are furnished in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

IV. DETAILS OF DIRECTORS &KEY MANAGERIAL PERSONNEL- APPOINTED/ RESIGNED DURING THE YEAR:

Name DIN/PAN Designation Date of Date of appointment resignation

Bindu Rajgopal 00392976 Director 02/03/2015 - Gilada

Wamanrao 02504012 Director 20/03/2003 04/04/2015 date of death Kamal purkar

Shailesh ARTPK2740D Company 22/09/2014 01/03/2015 Kumar Secretary

Mr. Shankarlal Tulsiram Gilada (DIN: 02016074) retires by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment.

Ms. Bindu Rajgopal Gilada (DIN: 00392976) was appointed as Additional Director of the Company during the year and she holds office up to date of the ensuing Annual General Meeting of the Company. The Company has received notice under Section 160 of the Companies Act 2013, from a member along with requisite deposit proposing the candidature of the Additional Director to the office of directorship. Accordingly, necessary resolution In relation to the appointment of the Director is placed before the members at the ensuing Annual General Meeting. The Board recommends the appointment of Ms. Bindu Rajgopal Gilada as Director. Ms. Bindu Rajgopal Gilada is also the Woman Director appointed under the provisions of the law.

The Company has received notices as required under Section 160 of the Act, from certain members proposing the candidature of Mr. Basantkumar Girdhardas Mohota (DIN:00269026), Dr. Mahesh Kataria (DIN: 00410370) and Mr. Narayan Das Jaju (DIN: 03166712) as Independent Directors of the Company for tenure as allowed under the provisions of the law. Accordingly, necessary resolutions in relation to appointment of Independent Directors are also placed before the members at the ensuing Annual General Meeting. The Company has received declarations from all the Independent directors confirming that they meet the criterion of independence as per law and have respectively consented for being appointed as an Independent Director.

The Board noted with deep regret and sorrow that Mr. Ramesh Wamanrao Kamalapurkar, Director of the Company passed away on 4th April 2015. The Board recorded with appreciation the invaluable and immense contribution made by Mr. Ramesh Wamanrao Kamalapurkar during his illustrious association with the Company.

V. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirements under Section 134 subsection 3(c) and sub-section 5 of the Companies Act, 2013, your Directors hereby state and confirm that:

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

b) Such accounting policies have been selected and applied consistently and judgments and estimates have been made that are reasonable and prudent to give a true and fair view of the Company's state of affairs as at March 31,2015 and of the Company's profit or loss for the year ended on that date.

c) Proper and sufficient care has been taken for the maintenance of adequate accounting records, in accordance with the provisions of the Companies Act/2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) The annual financial statements have been prepared on a going concern basis.

e) That internal financial controls were laid down to be followed and that such internal financial controls were adequate and were operating effectively.

f) Proper systems were devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

VI. A STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SUB-SECTION (6) OF SECTION 149.

The independent directors (IDs) have submitted a declaration of Independence, as required pursuant to section 149(7) of the Act, stating that they meet the criteria of independence as provided in Section 149(6). In the opinion of the Board, these IDs fulfill the conditions specified in the Act and the rules made there under for appointment as IDs and confirm that they are independent of the management

VII. RE-APPOINTMENT OF AN INDEPENDENT DIRECTOR AFTER COMPLETION OF 5-YEAR TERM. The Company has not reappointed any Independent Director after completion of 5-yearterm.

VIII. IN CASE OF A COMPANY COVERED UNDER SUB-SECTION (1) OF SECTION 178, COMPANY'S POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION INCLUDING CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES, INDEPENDENCE OF A DIRECTOR AND OTHER MATTERS PROVIDED UNDER SUB-SECTION (3) OF SECTION 178

The Company's policy on Directors' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters as provided under section 178(3) of the Act are covered in the Corporate Governance Report which forms part of this Report.

Further, information about elements of remuneration package of individual directors is provided in the extract of Annual Return pursuant to Section 92(3) of the Companies Act, 2013, in the prescribed form MGT-9 and forms part of this Report.

IX. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 DURING THE FINANCIAL YEAR

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are furnished in the notes to the Financial Statements.

Loans/Investments/Guarantees made to firms and companies under the same management are within the limits prescribed under RBI Directions, 1998 to NBFC's and the limits prescribed under Sections 185 and 186 of the Companies Act, 2013

X. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SECTION 188(1)

Ail contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm's length basis. During the year, the Company had not entered Into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company an materiality of related party transactions. There are no materially significant related party transactions made by the Company with promoters, directors, key managerial personnel are other designated persons which may have a potential conflict with the interest aft he Company at large. The Company has in place a policy on related party transactions as approved by the Board and the same is available at the website of the Company.

Your Directors draw attention of the members to Note 14 to the financial statement which sets out related party disclosures,

XI. PARTICULARS Of EMPLOYEES

In accordance with the provisions of Section 197 of the Act read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the information in respect of the employees of the Company will be provided upon request, in terms aft section 136 of the Act, the report and accounts are being sent to the members and others entitled thereto, excluding the aforesaid Information which is available for inspection by the members at the registered office of the Company during business hoarse on working days aft he Company, if any member is interested in obtaining a copy, such member may write to the registered office address at the Company in this regard.

During the financial year, the Company has not employed any person with the aggregate remuneration for Rs. 60, 00,000 per annum if employed throughout the year or Rs. 5,00,000 per month if employed for part of the year.

XII. PARTICULARS OF REMUNERATION

The remuneration to the employees and director are paid as per the remuneration policy of the Company. The number of permanent employees who were on the rolls of Company for the whole of financial year 2014-2015 is 8. During the year 2014-2015, the remuneration packages payable to the employees were enhanced in line with the industry standards and the endeavors adopted by the Company to attract, retain, develop and motivate a high performance staff.

There was no increase in the remuneration payable to the executive director - Mr. Sampat Kumar Gilada during the year under review. The variable component of the salary of executive director is linked at the performance targets for the Company in terms of revenue and for other employees, the Company has a defined performance targets linked to the consolidated statement at Profit and Loss, in addition to their performance. The increments in the pay to the employees are in consonance to average Industry standards and requirement to recognize the critical talents. In order to ensure that remuneration reflects company performance, the performance pay to the employees is linked to the organization performance. There are no employees receiving remuneration In excess if the remuneration received by the executive director. The ratio of the remuneration of the executive director to the median remuneration of the employees of the Company for the your ended 31st March 20X5 is given below. There was 35.7% increase In the median remuneration of the employees if the Company (who were in employment for the whole of financial year 2013-14 and 2014-15)for the financial year 2014-2015 in comparison to the previous financial year.

Name of the Director Remuneration paid during 2014- 2015 Ratio to Median (Rs.) Remuneration

Mr. Sampat Kumar 6,00,000 5.89 Gilada

XIII. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS ANDOUTGO

(A) Conservation of energy:

Steps taken / impact on conservation of Your Company's operations do not

energy, with special reference to the involve any manufacturing or processing

following: activities, the particulars regarding

(i) Steps taken by the company for conservation of energy and technology

utilizing alternate sources of energy absorption, are not applicable

including waste generated

(ii) Capital investment on energy conservation equipments

(B) Technology Absorption:

1. Efforts, in brief, made towards technology absorption.

2. Benefits derived as a result of the above efforts, e.g., product improvement, cost reduction, product development, import substitution, etc.

3. In case of imported technology Techno Absorption is not applicable. (imported during the last 3 years

reckoned from the beginning of the financial year), following information may be furnished:

(a) Details of technology imported.

(b) Year of import.

(c) Whether the technology been fully absorbed

(d) If not fully absorbed, areas where absorption has not taken place, and the reasons therefore.

4. Expenditure incurred on Research The Company has not incurred any and Development expenditure on research and

development during the year under review.

(C) Foreign exchange earnings and Outgo:

a) Foreign exchange Earnings NIL

b) Foreign exchange Outgo NIL

XIV. CORPORATE GOVERNANCE REPORT

The Company has complied with requirements of Clause 49 after Listing Agreement regarding Corporate Governance. A report and the Corporate Governance practices, the Auditors' Certificate on compliance of mandatory requirements thereof ore given as an annexure to this report.

XV. MANAGEMENT DISCUSSION & ANALYSIS

A detailed report on the Management Discussion & Analysis is provided as a separate section in the Annual Report.

XVI. AUDITORS:

Pursuant to provisions if Sections 139 (1), 142 and other applicable provisions, if any, of the Companies Act, 2013 (as amended or re-enacted from time to time) read with Rule 3 (7} of the Companies (Audit and Auditors} Rules 2014 M/s. Vishnukant Joju & Associates., (Firm Reg. No:014328W} Chartered Accountants, Bangalore the retiring auditors who have offered themselves for re-appointment and have confirmed their eligibility in terms of the provisions affection 141 after Companies Act, 2013 and Rule 4 if Companies (Audit and Auditors) Rules, 2014, be and are hereby reappointed as statutory auditors of the Company for a period of four (04) years (i.e. financial years: 2015-2016, 2016-2017, 2017-2018, 2018-2019) to hold office from the conclusion of this annual general meeting until the conclusion of the annual general meeting of the Company to be held in the calendar year 2019 (subject to ratification of the appointment by the members af the Company at every Annual General Meeting as per the provisions of Section 139(1) the Companies Act, 2013) at a remuneration as may be decided by the Board of Directors father Company.

The Auditors Report to the shareholders for the year under review does not contain any qualification.

XVII. SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company hood appointed Mr. S.P. Nagarajan, Company Secretary in Practice to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit carried out is annexed herewith. The report does not contain any observation or qualification requiring explanation or comments farm the Board under Section 134(3) of the Companies Act, 2013.

XVIII.CORPORATE SOCIAL RESPONSIBILITY

The criteria for setting up Corporate Social Responsibility Committee as prescribed by the notification issued by Ministry at Corporate Affairs dated 27th February 2014 read with Section 135 sub-section of the Companies Act, 2013 and Companies (Corporate Social Responsibility Policy) Rules, 2014 are presently not applicable to the Company,

XIX. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM

The Company has a Vigil Mechanism to deal with the instances of fraud and mismanagement if any. The details of the policy are explained in the Corporate Governance Report and also pasted on the website of the Company.

XX PREVENTION, PROHIBITION AND REDRESSALOFSEXUAL HARASSMENTATWORK PLACE

The Company has zero tolerance for sexual harassment at workplace and has formulated a policy on prevention, prohibition and redressol at sexual harassment at the workplace, in line with the provisions at the Sexual Harassment at Woman at Work Place (Prevention, Prohibition and Redressol) Act, 2013 and the rules there under. The policy aims to provide protection to employees at the work place and prevent and redress complaints of sexual harassment and far matters connected or incidental thereto, with the objective of providing a safe working environment, where employees feel secure.

The Company has also constituted an internal complaints committee, to inquire into complaints of sexual harassment and recommend appropriate action. The Company has not received any complaint of sexual harassment during the financial year 2014-15

XXI. ISSUE OF EQUITY SHARES WITH DIFFERENTIAL RIGHTS

The Company has not issued any equity shares with differential rights during the year under review.

XXII. ISSUE OF SWEAT EQUITY SHARES

The Company has not issued any sweat equity shares during the year under review.

XXIII. EMPLOYEES STOCKOPTION SCHEME:

The Company has not implemented any Employees Stock Option Scheme during the year under review.

XIV PROVISION OF MONEY BY COMPANY FOR PURCHASE OF ITS OWN SHARES BY EMPLOYEES OR BY TRUSTEES FOR THE BENEFIT OF EMPLOYEES.

The Company has not made any provision of money for purchase at its own shares by employees or by trustees for the benefit of employees.

XXV A STATEMENT INDICATING DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY FOR THE COMPANY INCLUDING IDENTIFICATION THEREIN OF ELEMENTS OF RISK, IF ANY, WHICH IN THE OPINION OF THE BOARD MAY THREATEN THE EXISTENCE OF THE COMPANY

Yaur Company has been rendering services with respect to lending of loans and advances. The Company has to manage various risks. These risks include credit risk, liquidity risk, interest rate risk and operational risk. Being cognizant of this fact, the Company has robust risk governance and has built an effective risk management framework. The Company strongly believes that effective risk management can be a strategic differentiator and hence will remain focused on continuously strengthening its risk management processes.

The Risk Management Committee review and monitor these risks at periodic intervals. The Company manages credit risk through stringent credit norms established through several years inexperience in this line a business on continues to follow the time tested practice of personally assessing every borrower, before committing to a credit exposure. This process ensures that the expertise in lending operations acquired by the Company aver decades is put at best use and acts to mitigate credit risks. Liquidity risk and interest rate risk arising out of maturity mismatch of assets and liabilities are managed through regular monitoring of the maturity profiles. The Company also measures the interest rate risk by the duration gap method.

Operational risks arising from inadequate or failed internal processes, people and systems or from external events are adequately addressed by the internal control systems and are continuously reviewed and monitored by a dedicated team at people. Process improvements and quality control ore on-going activities and are built into the employee's training modules.

XXVI.DETAILS OF COMMISSION/REMUNERATION RECEIVED BY A MANAGING DIRECTOR/WHOLE-TIME DIRECTOR OF THE COMPANY FROM THE COMPANY'S HOLDING OR SUBSIDIARY COMPANY

The Company has no holding and subsidiary company. Consequently the question of receiving any commission/remuneration from the Company's holding ar subsidiary company by the Directors does not arise.

XXVII. AUDIT COMMITTEE

Details of the Audit Committee are furnished in the Corporate Governance Report.

XXVIII. OTHER DISCLOSURES

a) SIGNIFICANT AND MATERIA L ORDERS PASSED BY THE REGULATORS

There are no significant material orders passed by the regulators or courts or tribunals which would impact the going concern status of the company and its future operations.

b) INTERNAL FINANCIAL CONTROLS

A robust system of internal control, commensurate with the size and nature of its business, forms an integral part of the Company's corporate governance policies, Internal control framework including clear delegation of authority and standard operating procedures are available across all businesses and functions. These are reviewed periodically at oil levels. The risk and control matrices are reviewed on a quarterly basis and control measures are tested and documented These measures have helped in ensuring the adequacy of internal financial controls commensurate with the scale of operations of the Company.

c) REVISION OF FINANCIAL STATEMENTS OR BOARD'S REPORT MADE DURING THE FINANCIAL YEAR Na revision of any financial statements or Board's report was made during the financial year.

XXIX. EXTRACT OF ANNUAL RETURN AS PRESCRIBED IN FORM MGT-9

An extract of the annual return as provided under sub-section (3) of section 92 in Form MGT-9 forms part of the Board's Report. (ANNEXURE- FORM MGT-9)

XXX. BOARD EVALUATION

The Board carried out an annual performance evaluation of its own performance, the individual Directors as well as the working of the Committees of the Board. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non- Independent Directors was carried out by Independent Directors. Details of the same are given in the Report on Corporate Governance annexed hereto.

XXXI.ACKNOWLEDGEMENTS:

Your Directors wish to express a deep sense of gratitude for the continued support, co-operation and guidance received from the Central and State Government Departments, Reserve Bank at India, Registrar of Companies-Kamataka, Banks and customers during the year under review. The Directors wish to thank the Company's customers, vehicle manufacturers, vehicle dealers and shareholders for their continued support. The Directors also thank the employees of the Company for their contribution to the company's operations during the year under review.



BY ORDER OF THE BOARD

FOR GILADA FINANCE AND INVESTMENTS LIMITED



RAJGOPALGILADA

MANAGING DIRECTOR

DIN: 00307829

DATE: 2nd September 2015

PLACE: BANGALORE