To,
The Members,
The Board has pleasure in presenting the 29thAnnual Report on the business
and operations of the Company and the Audited Financial Statements for the Financial Year
ended 31st March, 2023.
1. FINANCIAL PERFORMANCE OF THE COMPANY:
The Boards Report shall be prepared based on the standalone financial statements of
the company.
| Particulars |
2022-23 (In Rs) |
2021-22 (In Rs) |
| Total Income |
5,81,48,865.93 |
3,76,37,072.65 |
| Total Expenditure |
3,76,68,476.84 |
2,14,77,960.57 |
| Profit Before Exceptional and Extraordinary Items and Tax |
2,04,80,389.09 |
1,61,59,112.08 |
| Exceptional Item |
NIL |
NIL |
| Profit Before Tax |
2,04,80,389.09 |
1,61,59,112.08 |
| Tax Expense: |
|
|
| (i) Current Tax |
47,94,265.00 |
28,86,314.00 |
| (ii) Prior Year Tax |
|
|
| (iii) Deferred Tax |
5,22,096.00 |
|
| Profit /(Loss) for the period |
1,51,64,028.09 |
1,32,72,798.08 |
| Earnings per Equity Share: on Rs. 5 face value Previous year on Rs. 10 face value |
|
|
| (i) Basic |
1.08 |
3.78 |
| (ii) Diluted |
1.08 |
3.61 |
2. OPERATIONS:
During the year under review, your Company has successfully grown its AUM to
Rs.19.31crores from Rs.15.49 crores as compared to the previous year. The revenues from
operations increased to Rs. 4.33 Crores during the financial year 2022-23 as against Rs.
3.75Crores during the previous year. The net profit after tax improvedto Rs. 1.51 Crores
as compared to Rs. 1.33Crores in the previous year.
The Company will continue its focus on loans to Small & Medium Enterprises (SMEs),
Leasing Mortgage loans, Working capital loans and Commodity loans. The Company has its
presence in the State of Karnataka through Branches in Bangalore, Gulbarga and Bidar.
During the year 2022-23 the Company has closed its branch office situated in Yadgiri and
opened a new branch office in Sindagi on 1st April, 2023. The Company plans to
grow its Loan portfolio by increasing the productivity and with the existing
infrastructure. It has also got term loans from a Public Sector Bank, Co-operative Bank
and Credit Co-operative Society.
3. SHARE CAPITAL:
The paid up equity share capital of the company as on 31st March 2023 was
Rs. 7.02 Crores
There was no public issue, rights issue, or preferential issue, etc. during the year
under review. The Company has not issued shares with differential voting rights or sweat
equity shares.
The Authorized Share Capital of the Company is Rs 10,00,00,000/- (Rupees Ten Crores
only) divided into 2,00,00,000 (Two Crore only) Equity Shares of Rs.5/- (Rupees Five)
each.
The Authorized Share Capital of the Company has been increased from Rs. 8,00,00,000/-
(Rupees Eight Crores only) divided into 1,60,00,000 (One Crore Sixty Lakhs) equity shares
of Rs.5/-(Rupees Five Only) each to Rs.10,00,00,000 /- (Rupees Ten Crores only) divided
into
2.00. 00.000 (Two Crore) equity shares of Rs.5/-(Rupees Five Only) each by creation of
Rs.
2.00. 00.000/- (Rupees Two Crores only) divided into 40,00,000 (Forty Lakhs) Equity
Shares of Rs 5/-(Rupees Five Only each) in the Annual General Meeting held on 30th
September, 2022 during the year under review.
The Company in its Board Meeting held on 05th April 2022 approved the
allotment of Bonus Shares as 70,24,600 Equity shares of Rs. 5 per share (Post split of
each equity share of Rs. 10 per share into 2 Equity Share of Rs. 5 per share) to those
shareholders whose name appeared in the Register of Members of Company on record
date,i.e., Thursday, 31st March, 2022 in the ratio of one Bonus Equity Share against each
Equity share held in the Company 1:1 [i.e. 1 (One) fully paid up equity share for every 1
(One) equity share held to the shareholders on such date].
4. TRANSFER TO RESERVES:
Your Company has transferred a sum ofRs. 30.33 lakhs to Statutory Reserve as required
under the Reserve Bank of India Act, 1934. The Company has not transferred any amount to
General Reserve during the year under review.
5. DIVIDEND:
With the view to conserve resources, your Directors are unable to declare any dividend
for the year under review.
The unclaimed/ unpaid dividend of Rs 33,859is pertaining to the financial year 2017-18.
6. MATERIAL CHANGES AND COMMITMENTS. IF ANY, AFFECTING THE FINANCIAL POSITION OF THE
COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THE FINANCIAL
STATEMENTS RELATE AND THE DATE OF THE REPORT i.e. AFTER 31st MARCH. 2023 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 except the Changes
mentioned below.
a) M/s. Devraj Chauhan and Associates has been appointed as an Internal Auditor
of the Company for the Financial Year 2023-24. The same is approved by the members in the
Audit Committee meeting held on 10th August, 2023.
b) CS Iswariya Rajan, Company Secretary and Compliance Officer of the Company
tendered resignation on 23rd December, 2022 and served the office till 27th
March, 2023.
c) Mrs.Mohita Agrawal an associate member of Institute of Company Secretaries of
India has been appointed as the Company Secretary and Compliance Officer of the
Companyw.e.f 28th March, 2023. The resolution for the same placed before the
board in the Board Meeting held on 04th April, 2023 and approved by the Board of
Directors.
d) M/s. Sand and Associates has been appointed as Secretarial Auditor of the
Company for the Financial Year 2023-24. The same is approved by the Board of Directors in
the Board meeting held on 27th May, 2023
7. CHANGE IN THE NATURE OF BUSINESS, IF ANY:
There has been no change in the business of the Company during the year under review.
8. NAMES OF THE COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT
VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR ALONG WITH REASONS:
The Company has no subsidiaries and associate Company. Further during the year under
review the Company has not entered into any joint ventures agreement with any other
Company.
9. 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 of76.61% as against the 15% norm prescribed by the Regulatorfor NBFCs. This high CAR
will enable the Company to increase its loan volumes by resorting to higher leveraging of
debt.
10. CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL DURING THE YEAR:
(i) Mr. Sampathkumar Gilada (DIN: 02144736) retires by rotation at the
forthcoming Annual General Meeting and being eligible, offers himself for reappointment.
(ii) Mr. K.V. Prabhakar who was appointed as Independent Director of the company
on 30.05.2017 and whose period got expired on 30.05.2022 and has been re- appointed as
additional Director of the Company in its Board Meeting held on 30.05.2022 has been
reappointed as Independent Director in the Annual General Meeting held on 30th
Day of September, 2023 for a second term of 5 years.
(iii) CS Iswariya Rajan, Company Secretary and Compliance Officer of the Company
tendered resignation on 23rd December, 2022 and served the office till 27th
March, 2023.
(iv) Mrs. Mohita Agrawal an associate member of Institute of Company Secretaries
of India has been appointed as the Company Secretary and Compliance Officer of the Company
w.e.f 28th March, 2023. The resolution for the same placed before the board in
the Board Meeting held on 04th April, 2023.
11. NUMBER OF BOARD & COMMITTEE MEETINGS:
During the year Six(6) Board Meetings, Four(4) Audit Committee Meetings, Four(3)
Nomination and Remuneration Committee Meetings, one (l)Stakeholders Relationship Committee
Meeting and one(1) Independent Directors Meetingwere 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.
12. ANNUAL EVALUATION OF BOARD PERFORMANCE AND PERFORMANCE OF ITS COMMITTEES AND OF
INDIVIDUALDIRECTORS:
Pursuant to the provisions of the Act and Listing Regulations, the Board has carried
out an annual evaluation of its own performance, performance of the Directors individually
as well as the evaluation of the working of its Committees.
The Nomination and Remuneration Committee has defined the evaluation criteria,
procedure and time schedule for the Performance Evaluation process for the Board, its
Committees and individual Directors, including the Chairman of the Company. The above
criteria are broadly based on the Guidance Note on Board Evaluation issued by the
Securities and Exchange Board of India on 5th January, 2017.
For evaluating the Board as a whole, views were sought from the Directors on various
aspects of the Boards functioning such as degree of fulfilment of key responsibilities,
Board Structure and composition, establishment, delineation of responsibilities to various
committees, effectiveness of Board processes, information and functioning, Board culture
and dynamics, quality of relationship between the Board and the management.
Similarly, views from the Directors were also sought on performance of individual
Directors covering various aspects such as attendance and contribution at the
Board/Committee Meetings and guidance/support to the management outside Board/Committee
Meetings. In addition, the chairman was also evaluated on key aspects of his role,
including setting the strategic agenda of the Board, encouraging active engagement by all
Board members and promoting effective relationships and open communication, communicating
effectively with all stakeholders and motivating and providing guidance to the Executive
Director.
Areas on which the Committees of the Board were assessed included degree of fulfilment
of key responsibilities, adequacy of Committee composition, effectiveness of meetings,
Committee dynamics and quality of relationship of the Committee with the Board and the
Management.
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 the Independent Directors who also reviewed the performance of the Board as
a whole. The Nomination and Remuneration Committee also reviewed the performance of the
Board, its Committees and of individual Directors.
13. DECLARATION BY AN INDEPENDENT DIRECTOR(S) AND RE- APPOINTMENT, IF ANY:
The Company has received necessary declaration from each Independent Director of the
Company under Section 149 (7) of the Companies Act, 2013 that the Independent Directors of
the Company meet with the criteria of their Independence laid down in Section 149 (6).
Mr. K V Prabhakar, has been appointed as an Independent Director for another term
of 5 years in the Annual General Meeting held on 30th September, 2022. He has
successfully qualified the Online Proficiency Self-assessment test for Independent
Directors Databank on April 14, 2020 as per IICA (Indian Institute of Corporate Affairs)
in compliance with Rule 6(1) of the Companies (Appointment and Qualification of Directors)
Rules, 2014.
Mr. D N Gopal, an Independent Director has successfully qualified the Online
Proficiency Self-assessment test for Independent Directors Databank on September 04, 2020
as per IICA (Indian Institute of Corporate Affairs) in compliance with Rule 6(1) of the
Companies (Appointment and Qualification of Directors) Rules, 2014.
Mr. Om Prakash Asava, an Independent Director has successfully qualified the Online
Proficiency Self-assessment test for Independent Directors Databank on February 03,2022as
per IICA (Indian Institute of Corporate Affairs) in compliance with Rule 6(1) of the
Companies (Appointment and Qualification of Directors) Rules, 2014.
14. POLICY ON APPOINTMENT OF DIRECTORS AND REMUNERATION POLICY OF THE COMPANY:
The NRC develops the competency requirements of the Board based on the industry and the
strategy of the Company, conducts a gap analysis and recommends the reconstitution of the
Board, as and when required. It also recommends to the Board, the appointment of Directors
having good personal and professional reputation and conducts reference checks and due
diligence of all Directors before recommending them to the Board. Besides the above, the
NRC ensures that the new Directors are familiarized with the operations of the Company and
endeavours to provide relevant training to the Directors.
In accordance with the provisions of Section 178 of the Act, the Board of Directors
have adopted a Policy on Remuneration for the Directors, key managerial personnel and
other employees.
The Remuneration Policy for Directors, Key Managerial Personnel ("KMP") and
all other employees is aligned to the philosophy on the commitment of fostering a culture
of leadership with trust. The Remuneration Policy aims to ensure that the level and
composition of the remuneration of the Directors, KMP and all other employees is
reasonable and sufficient to attract, retain and motivate them to successfully run the
Company.
Salient features of the Remuneration Policy, inter alia, includes:
* Remuneration in the form of Sitting Fees and Commission to be paid to Independent
Directors and Non-Independent Non-Executive Directors, in accordance with the
• Remuneration to Managing Director / Executive Directors / KMP and all other
employees is reasonable and sufficient to attract, retain and motivate them to run the
Company successfully and retain talented and qualified individuals suitable for their
roles, in accordance with the defined terms of remuneration mix or composition; and
• No remuneration would be payable to Directors for services rendered in any other
capacity unless the services are of a professional nature and the NRC is of the opinion
that the Director possesses requisite qualification for the practice of the profession and
approval of the Central Government has been received, if required, for paying the same.
The Remuneration Policy of the Company are made available on the Companys
website,www.giladafinance.com
The ratio of remuneration of each director to the median of employees remuneration as
per section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of Boards
report and shown below. There was no increase in the remuneration payable to the Executive
DirectorMr. RajgopalGiladaduring the year under review. The variable component of the
salary of executive director is linked to 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 of 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 of the
remuneration received by the Executive Directors. The ratio of the remuneration of the
executive director to the median remuneration of the employees of the Company for the year
ended 31stMarch, 2023 is given below.
| Name of the Director |
Remuneration paid during 2022-23 |
Ratio to Median Remuneration |
| Mr. Rajgopal Gilada, Managing Director |
12,00,000 |
5:1 |
15. AUDITORS:
The Statutory Auditor of your Company, M/s BENNUR NAGARAJA & CO, Chartered
Accountants,Bangalore were appointed for a term of 5 (Five) consecutive years at the 27thAnnual
General Meeting (AGM) held on 30thSeptember, 2021 to hold office till the
conclusion of the 32ndAnnual General Meeting of the Company to be held in the
year 2026.
The Auditors Report for the financial year ended 31st March, 2023 on the
financial statements of the Company is a part ofthis Annual Report.
The observations made in the Auditors Report of M/s. BENNUR NAGARAJA & CO,
Chartered Accountants, read together with relevant notes thereon, are self-explanatory and
hence do not callfor any comments.
16. ACCOUNTING STANDARDS FOLLOWED BY THE COMPANY:
The Financial Statements of the Company have been prepared in accordance with Ind ASas
notified under the Companies (Indian Accounting Standards) Rules, 2015, as amended bythe
Companies (Indian Accounting Standards) Rules, 2016, notified under Section 133 of
theCompanies Act, 2013. Further, the Company follows the Directions issued by RBI.
17. BOARDS EXPLANATION ON STATUTORY AUDITORS REPORT:
There are no qualifications, reservations or adverse remarks or disclaimers made byM/s.
BENNUR NAGARAJA & CO, Chartered Accountants, Statutory Auditors, in their Reports
dated May 26th, 2023 onthe Financial Statements of the Company for FY 2022-23
except the below.
a) There is a disputed incometax liability of Rs.20,51,022/- for A Y 2017-18 which is
under appeal with commissioner of Income Tax (Appeals)- I Bangalore. The Dispute is on
account of additions made u/s 68 for cash deposited in Banks during demonetization period.
18. DISCLOSURE ABOUT COST AUDIT:
In view of the same and in terms of the provisions of Section 148 and all other
applicable provisions of the Companies Act, 2013, read with the Companies (Audit and
Auditors) Rules, 2014, the Company is exempt from requirements of cost audit.
19. SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT:
Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors had appointed CS
Varun Nashine, Practising Company Secretary (Membership No. 49574), to undertake the
Secretarial Audit of the Company, for FY 2022-23. The Secretarial Audit
Report in the prescribed FormNo MR-3 is annexed as Annexure III
There are no qualifications, reservations or adverse remarks or disclaimers made byCS
Varun Nashine, Practising Company Secretary (Membership No. 49574) in their Secretarial
Audit Report dated 04/08/2023 on the secretarial and other related records of the Company,
for FY 2022-23.
20. BOARDS EXPLANATION ON SECRETARIAL AUDIT REPORT:
• The Company also informed that notice has been received from the Stock Exchange
(BSE) dated 04th August, 2020 for Non-compliance with Regulation 6(1) of SEBI (Listing
Obligation and Disclosure Requirement) Regulation, 2015 imposing fine of Rs. 1,07,380 and
was directed to pay the aforesaid fine within 15 days from the date of notice. The Company
had pleaded for waiver of fine in its reply letter dated18/08/2020 through email.
• In response to the said waiver request by the Company, Stock Exchange (BSE) had
reduced the fine amount to Rs. 56,640 (including GST) vide email dated 23rd April, 2021
and had given 10 days time to pay the said fine. However the Company has again pleaded
for full waiver of fine vide email dated 26th April, 2021. After that there was no
communication from BSE for the mails sent and the response from Stock Exchange (BSE) for
the aforesaid plea dated 26th April, 2021 is not being received till date. Further Company
has not deposited fine till date.
• The Company also informed that received a show cause notice from Registrar of
Companies, Bangalore dated 01st June, 2021 pointing out non-compliance of section 185, 42,
92(3), 203, 149, 145, 124(5), 134, 129, 143 of Companies Act, 2013. The Company has
submitted its reply letter through Giridhar & Co. Advocates on 30th June, 2021.
• Further the Company received second notice from ROC dated 22nd July directing to
clarify the compliance of section 21 of the Companies Act, 2013 and the Company has
submitted its reply through letter dated 24th July, 2021 within the prescribed time in the
letter.
• In reference to the previous show cause notice received dt 30.06.2021, the
Company also received a Show Cause Notice from Registrar of Companies, Bangalore dated 28th
October, 2021 pointing out Violation of section 203, 129, 134 and Inspection u/s
206(5) of Companies Act, 2013. The Company has submitted its reply letter on 29th
November, 2021. After that the Company has requested for Personal Hearing in a letter dt
30.11.2021 and the same has been granted on 24.12.2021 and explained our replies. No
Notice has been received till date after the personal hearing.
• In the ordinary course of business of financing, the company has given loans to
three parties covered in the register maintained under section 189 of the Companies Act,
2013. All are in the nature of loans repayable on demand. The year-end balance of loan
given to such parties was Rs. 300.89 lakhs, which is within the maximum limits prescribed
under section 185 & 186 of the Companies Act 2013 and under RBI Directions to
Non-Banking Financial Companies (NBFC-Nd-NSI) and not prejudicial to the Companys
interest.
• As in the ordinary course of business of financing, there were no written terms
& conditions on which loans are granted to Companies, Firms or other parties listed in
the register maintained under section 189 of the Companies Act, 2013,. However, there are
no irregularities of repayment of principal amount & interest amount by the parties
since they are in the nature of loans repayable on demand and there are no overdue amounts
of loans granted.
21. INTERNAL FINANCIAL CONTROLS:
The Board has adopted policies and procedures for ensuring the orderly and efficiently
conduct of its business, including adherence to the Companys policies, the safe guarding
of its assets, the prevention and detection of frauds and errors, the accuracy and
completeness of the accounting records, and timely disclosure of financial disclosures.
22. VIGIL MECHANISM:
In pursuance to the provisions of section 177(9) & (10) of the Companies Act, 2013,
and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, a Vigil Mechanism for directors and employees to report genuine
concerns has been established. The Vigil Mechanism Policy is uploaded on the website of
the Company at www.giladafinance.com under investors/policy documents/Vigil Mechanism
Policy link.
23. RISK MANAGEMENT POLICY:
The Company has adopted a Risk Management Policy in accordance with the provisions of
the Act and Regulation 17(9)of the SEBI Listing Regulations. It establishes various levels
of risks with its varying levels of probability, the likely impaction the business and its
mitigation measures.
The Internal Auditor evaluates the execution of Risk Management Practices in the
Company, in the areas of risk identification, assessment, monitoring, mitigation and
reporting. Asset Liability Risk Management and IT Strategy and Steering Committee oversees
the Risk Management and reports to the Audit Committee as well as the Board ofDirectors
about risk assessment and management procedures and status from time to time.
24. ANNUAL RETURN:
Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as
on March 31, 2023 is available on the website of the Company at www.giladafinance.com
under Investor Information tab.
25. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE:
There are no significant and material orders passed by the Regulators or Courts or
Tribunal impacting the going concern status and companys operations in future.
26. DEPOSITS:
The details relating to deposits, covered under Chapter V of the Act and in term of the
disclosure required under section 134(3) read with rule 8(5) 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 (Accepting 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 the Reserve
Bank of India under Non-Banking Financial Companies (Reserve Bank) Directions, 1998 with
respect to public deposits.
27. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186
OF THE COMPANIES ACT, 2013:
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 NBFCs and the limits
prescribed under Sections 185 and 186 of the Companies Act, 2013.
28. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
During the year, the Company did not enter into any material transaction with related
parties, under Section 188 of the Companies Act, 2013. All transactions entered into by
the Company with the related parties were in the ordinary course of business and on an
arms length basis. Form AOC-2, as required under Section 134 (3) (h) of the Act, read
with Rule 8 (2) of the Companies (Accounts) Rules 2014, is attached as part of this report
vide Annexure II (a). Further, the Companys policy on Related Party Transactions
is attached as part of this report vide Annexure II (b) as required under the Non-Banking
Financial Companies - Corporate Governance(Reserve Bank) Directions, 2015.
Your Directors draw attention of the members to Note 11 in heading B- Notes on Accounts
to the financial statements which sets out related party disclosures.
29. CERTIFICATE ON CORPORATE GOVERNANCE REPORT:
Pursuant to the SEBI Listing Regulations, 2015, a separate chapter titled Corporate
Governance has been included in this Annual Report, along with the reports on Management
Discussion and Analysis as Annexure IV & V.
The Certificate from the Statutory Auditors of the Company regarding compliance of
conditions of corporate governance is annexed to this Report.
30. MANAGEMENT DISCUSSION AND ANALYSIS:
The Management Discussion and Analysis Report forms part of this Annual Report for the
year ended 31stMarch, 2023, has been provided in ANNEXURE- V in this
Annual Report.
31. AUDIT COMMITTEE:
The Details of Audit Committee has been furnished in the Corporate Governance Report.
32. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:
In order to prevent sexual harassment of women at work place a new act, The Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 has
been notified on 9th December, 2013. Under the said Act every company is required to set
up an Internal Complaints Committee to look into complaints relating to sexual harassment
at work place of any women employee.
The Company has adopted a policy for prevention of Sexual Harassment of Women at
workplace and has set up Committee for implementation of said policy. During the year
Company has not received any complaint of harassment.
33. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND
OUTGO:
The details of conservation of energy, technology absorption, foreign exchange earnings
and outgo are as follows:
a) Conservation of energy
| (i) the steps taken or impact on conservation of energy |
Your companys operation do not involve any manufacturing or
processing activities, the particulars regarding conservation of energy and technology
absorption, are not applicable. |
| (ii) the steps taken by the company for utilizing alternate sources of
energy |
|
| (iii) the capital investment on energy conservation equipments |
|
(b) Technology absorption
| (i) the efforts made towards technology absorption |
Technology absorption is not applicable. |
| (ii) the benefits derived like product improvement, cost reduction, product
development or import substitution |
|
| (iii) in case of imported technology (imported during the last three years
reckoned from the beginning of the financial year)- |
The Company has not incurred any expenditure on research and
development during the year under review. |
| (a) the details of technology imported |
|
| (b) the 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 thereof |
|
| (iv) the expenditure incurred on Research and Development |
|
c) Foreign exchange earning and Outgo
| (a) Foreign Exchange Earnings: |
NIL |
| (b) Foreign Exchange Outgo: |
NIL |
34. CORPORATE SOCIAL RESPONSIBILITY (CSR):
The criteria for setting up Corporate Social Responsibility as prescribed by the
notification issued by the Ministry of Corporate Affairs dated 27th February
2014 read with section 135 of the Companies Act, 2013 and Companies (Corporate Social
Responsibility Policy) Rules, 2014 are presently not applicable to the Company.
35. HUMAN RESOURCES:
Your Company treats its "human resources" as one of its most important
assets. Your Company continuously invests in attraction, retention and development of
talent on an ongoing basis. A number of programs that provide focused people attention are
currently underway. Your Company thrust is on the promotion of talent internally through
job rotation and job enlargement.
36. DIRECTORS RESPONSIBILITY STATEMENT:
The Directors Responsibility Statement referred to in Sub-clause (c) of Clause (3) of
SubSection (5) of Section 134 of the Companies Act, 2013, shall 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;
(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.
37. 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 of 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 hours on
working days of the Company. If any member is interested in obtaining a copy, such member
may write to the registered office address of the Company in this regard.
38. SECRETARIAL STANDARDS:
The Company is in compliance with the Secretarial Standards on Meetings of the Board of
Directors (SS - 1) and GeneralMeetings (SS - 2) issued by the Institute of Company
Secretaries of India and approved by the Central Government.
39. ACKNOWLEDGMENTS:
The Board wishes to place on record their sincere appreciation for the continued
support which the Company hare received from all its stakeholders and above all, its
employees.
FOR GILADA FINANCE AND INVESTMENTS LIMITED
| RAJGORAL OILAUA |
SAMPATf(UMAR GILADA |
| MANAGING DIRECTOR |
DIRECTOR |
| DIN: 00307829 |
DIN: 02144736 |
| DATE: 10 August, 2023 |
|
| PLACE: BANGALORE |
|
+91-9892691696
