hitkari industries ltd Directors report

Dear Members,

Your Directors are pleased to present the 30^th Annual Report on the business and operations of Company and Financial Results for the year ended 31^st March, 2023.

1. FINANCIAL RESULTS

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

Particulars	FY 2022-23	FY 2021-22
Total Income	222.39	168.59
Operating Profit before interest, Depreciation & Tax	153.60	94.92
Interest and other financial charges	0.32	2.56
Depreciation	0.16	0.15
Net Profit before Tax	153.12	92.20
Income Tax for current year	27.49	18.93
Deferred Tax	22.89	(2.77)
Net Profit after Tax	103.09	76.04
Add: Balance brought forward from previous year	684.89	624.06
Profit available for appropriation	787.98	700.10
Proposed Dividend	-	-
Corporate Tax on Dividend	-	-
Depreciation Adjustment	-	-
Balance to be carried forward	767.36	684.89

2. OPERATIONS AND BUSINESS OUTLOOK:

During the year under review, the Company recorded a total income of Rs. 222.39 lakhs and a net profit of Rs. 103.09 lakhs against income of Rs. 168.59 lakhs and a net profit of Rs.76.04 lakhs in the previous year.

3. EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS:

As per the requirements Section 134(3)(I) of the Companies Act, 2013, Company declare that, there are no significant material changes and commitments affecting financial position of the Company between 31^st March, 2023 and the date of Boards Report.

4. CHANGE IN THE NATURE OF BUSINESS:

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

5. SHARE CAPITAL AND CLASSIFICATION OF COMPANY:

The authorized capital of the Company as on 31^st March, 2023 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 31^st March, 2023 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 issued by Reserve Bank of India; your company has been classified as Loan Company.

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

In compliance with the RBI Norms for declaration of dividend by NBFCs, the Company hasnt declared dividend for the year ended 31st March, 2023.

7. TRANSFER TO RESERVES

The Company proposes to transfer Rs.20,61,736/- to Statutory Reserves.

8. 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.

9. DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. RETIREMENT BY ROTATION

Dr. Soma Sudheer (DIN: 00287082), Director of the Company is liable to retire by rotation in terms of Section 152(6) of the Companies Act, 2013 at the ensuing Annual General Meeting to be held on 20^th September, 2023 and being eligible, seeks re-appointment.

B. APPOINTMENT

Shri Lakshmi Prasad Gowra (DIN:00268271), Director of the Company was liable to retire by rotation in terms of Section 152(6) of the Companies Act, 2013 at the 29th Annual General Meeting held on 21^st September, 2022 was re-appointed.

Shri Chandrasekhar Suresh (DIN:09691396), Independent Director of the Company was appointed for a period of five years in terms of Section 149 and 152 of the Companies Act, 2013 at the 29th Annual General Meeting held on 21^st September, 2022.

The Board is of the opinion that Shri Chandrasekhar Suresh have the requisite integrity, expertise and experience to fulfil the responsibilities of Independent Director.

Shri P. Sobhanadri (DIN:01412002), Independent Director of the Company was appointed for a period of five year in terms of Section 149 and 152 of the Companies Act, 2013 at the 29th Annual General Meeting held on 21^st September, 2022.

The Board is of the opinion that Shri P. Sobhanadri have the requisite integrity, expertise and experience to fulfil the responsibilities of Independent Director.

Ms. Samyuktha Mattapalli (DIN: 09827067) was appointed as an Additional Director of the Company in the category of Independent Director for a term of 5 years with effect from December 28, 2022, subject to the approval of the Members at the ensuing Annual General Meeting to be held on 20^th September, 2023.

C. CESSATION

Mrs. Aruna Ravi Kumar Rachakonda (DIN:00293898), Independent Director of the Company resigned with effect from 27^th September, 2022 due to preoccupancy and prior commitments.

Shri D. Suresh (DIN:00268394) and Shri T. Shankar (DIN: 02560552) ended their tenure as Independent Director on 27^th September, 2022.

D. EVALUATION OF THE BOARDS PERFORMANCE

As per provisions of the Companies Act, 2013 and Regulation 17(10) of the SEBI(LODR) Regulations, 2015, the Board adopted a formal performance evaluation procedure 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 Boards 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 judgement etc. The evaluation of the Directors and that of the Chairman was carried out by the entire Board excluding the Director being evaluated. A separate meeting of Independent Directors was also held during the year wherein the performance of Board, Executive and non 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

In accordance with Regulation 34 of the SEBI (LODR) Regulations, 2015, Managements Discussion and Analysis Report for the year under review is presented in a separate section forming part of this Annual Report.

(ANNEXURE I)

F. DECLARATION BY INDEPENDENT DIRECTORS

In accordance with Section 149(7) of the Companies Act, 2013, each Independent Director has confirmed to the Company that he or she meets the criteria of independence as laid down in Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (LODR) Regulations, 2015.

G. SEPARATE MEETING OF INDEPENDENT DIRECTORS

The Independent Directors met on 04^th March, 2023 without the presence of Non-Independent Directors and members of the Management. At this meeting, the Independent Directors inter-alia evaluated the performance of the Non-Independent Directors and the Board of Directors as a whole, evaluated the performance of the Board and discussed aspects relating to the quality, quantity and timeliness of the flow of information between the Company, the Management and the Board.

10. POLICIES

A. RISK MANAGEMENT POLICY

The Company has policy for identifying risk and established controls to effectively manage the risk. Further the company has laid down various steps to mitigate the identified risks. The audit committee has additional oversight in the area of financial risks and controls. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.

B. NOMINATION AND 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. There has been no change in policy from the last year. The Remuneration Policy is attached to this report (ANNEXURE II).

C. CODE OF CONDUCT POLICY:

The Company has complied with the requirements about code of conduct for Board members and Senior Management Personnel. The said policy is available on the website of the Company. (www.gowraleasing.com/code-of-conduct.php)

D. INSIDER TRADING POLICY:

The Board of Directors of the Company have adopted the Insider Trading Policy in accordance with the requirement of the SEBI (Prohibition of Insider Trading) Regulations, 2015. The Insider Trading policy of the Company lays down guidelines & procedures to be followed, and disclosures to be made while dealing with the shares of the Company, as well as the consequences of the violations. The policy has been formulated to regulate, monitor and ensure reporting of deals by employees and to maintain highest ethical standards of dealing in Companys shares.

The Insider Trading Policy of the company covering code of practices and procedures for fair disclosure of unpublished price sensitive information and code of conduct for preventing insider trading is available on the website of the Company. (www.gowraleasing.com/pdf/new/code-of-fair-disclosures.pdf)

E. VIGIL MECHANISM /WHISTLE BLOWER POLICY:

The Board of Directors of the Company have adopted Whistle Blower Policy. This policy is formulated to provide an opportunity to employees to raise concerns and to access the Audit Committee in good faith, in case they observe unethical and improper practices or any other wrongful conduct in the Company, to provide necessary safeguards for protection of employees from reprisals or victimization and to prohibit managerial personnel from taking any adverse personnel action against those employees.

There were no complaints received during the year 2022-23.

F. POLICY ON MATERIALITY OF EVENTS:

The Policy on materiality of events/ transactions as approved by the Board may be accessed on the Companys website. (www.gowraleasing.com/pdf/glfl-policy-for-materiality.pdf)

G. FAIR PRACTICE CODE:

The Board of Directors have adopted a Fair Practices Code as per the RBI guidelines for NBFCs which is available on the website (www.gowraleasing.com/fair-practice-code.php).

11. AUDITORS & AUDITORS REPORT

A. STATUTORY AUDITORS

Pursuant to provision of Section 139 of the Companies Act, 2013, (the Act), M/s Dagliya & Co., Chartered Accountants were appointed as the Statutory Auditors of the Company for a term of 5 (five) consecutive years, at the 29^th Annual General Meeting held on September 21, 2022. They have confirmed that they are not disqualified from continuing as Auditors of the Company.

The Notes on financial statement referred to in the Auditors Report are self-explanatory and do not call for any further comments. The Auditors Report does not contain any qualification, reservation, adverse remark or disclaimer.

The Statutory Audit Report for the financial year 2022-23 is annexed herewith to this Report (ANNEXURE III)

B. SECRETARIAL AUDITOR

Pursuant to Section 204 of the Companies Act, 2013, the Company has appointed SPP & Associates, Hyderabad as Secretarial Auditor. The Secretarial Audit Report for the financial year 2022-23 is annexed herewith to this Report

(ANNEXURE IV).

The Secretarial Audit Report does contain one qualification as mention below with Explanation of Board:

Qualification: the listed entities to ensure that 100% of shareholding of promoter(s) and promoter group is in dematerialized form. However, the promoter(s) and promoter group of the reported company are having 99.92% of shareholding in dematerialized form and the company has already initiated steps to convert the 0.08% representing 1500 shares in dematerialized form.

Explanation: Letter of confirmation in lieu of duplicate share certificate has been issued, the procedure for submitting the Letter of confirmation to concerned depository participant been initiated for dematerialising the shares.

C. COST AUDITOR

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

12. DIRECTORS RESPONSIBILITY STATEMENT:

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

1. In the preparation of the accounts for the financial year ended 31st March 2023, the applicable accounting standards had been followed along with proper explanation relating to material departures;

2. The Directors have 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 of the Company for that period;

3. 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;

4. The Directors have prepared the accounts for the financial year ended 31st March 2023 on a going concern basis.

5. The directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively.

6. The directors have devised proper system to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

13. CORPORATE GOVERNANCE

A separate report on Corporate Governance is enclosed as a part of this Annual Report. Pursuant to Schedule V of SEBI (LODR) Regulations, 2015 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 2022-23 is annexed and forms part of the Corporate Governance Report (ANNEXURE V)

14. 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 is enclosed herewith as part of Annual Report (Part A, ANNEXURE VI).

No employee was in receipt of remuneration exceeding Rs. 1,02,00,000/- or more per annum or Rs. 8,50,000/- or more per month as the limits prescribed under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, other disclosure as required under Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is enclosed herewith as part of Annual Report (Part B, ANNEXURE VI)

15. RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on arms 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. Your directors draw attention of the members to Note 29 of the Financial Statement which sets out related party disclosures.

16. 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 other than in the normal course of business.

17. DEPOSITS

As per the requirements Section 73, 74 & 76 of the Companies Act, 2013 and Rules made thereunder, the Company has not accepted any deposits.

18. DISCLOSURES:

A. ANNUAL RETURN

A copy of Annual Return been placed on our website: www.gowraleasing.com .

B. COMPOSITION OF AUDIT COMMITTEE

The Audit Committee comprises of Shri P. Sobhanadri (Chairman), Shri C. Suresh and Shri Gowra Lakshminarayana as members. All the recommendations made by the Audit Committee were accepted by the Board.

C. NUMBER OF BOARD MEETINGS

The Board of Directors of the Company met 5 (five) times during the FY 2022-23. For further details, please refer report on Corporate Governance. The maximum interval between 2 meetings were as per the Companies Act, 2013.

D. LISTING

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

19. 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.

20. 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 Companys operations in future.

c. The Company has in place adequate internal financial controls with reference to financial statements. These controls ensure the accuracy and completeness of the accounting records and preparation of reliable financial statements.

21. POLICY ON SEXUAL HARASSMENT:

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

22. 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.

23. ACKNOWLEDGEMENTS:

The Directors thanks the Companys Bankers namely State Bank of India, Kotak Mahindra Bank Limited, ICICI Bank and officials of concerned Government Departments for their co-operation and continued support to the Company.

The Board would also like to thank the Companys shareholders, customers and service providers 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
		of Gowra Leasing & Finance Limited
	Sd/-	Sd/-
Place: Secunderabad	Gowra Lakshmi Prasad	Gowra Srinivas
Date: 08-08-2023	Director	Managing Director
	(DIN: 00268271)	(DIN: 00286986)