To,
The Members,
Your Directors have pleasure in presenting their 37thAnnual Report on the
business and operations of the Company and the accounts for the Financial Year ended March
31, 2023.
FINANCIAL SUMMARY OR HIGHLIGHTS/PERFORMANCE OF THE COMPANY (STANDALONE)
DESCRIPTION |
2022-2023 |
2021-2022 |
Total Income |
9,402,613.00 |
10,669,676.00 |
Total Expenditure |
8,810,808.00 |
12,922,323.00 |
Profit before tax |
591,805.00 |
(2,252,647.00) |
Tax |
351,400.00 |
460,500.00 |
Profit after tax |
240,405.00 |
(2,713,147.00) |
Other Comprehensive Income (After Tax) |
161,117.00 |
2,988,154.00 |
Total Comprehensive Income |
401,522.00 |
275,007.00 |
Earnings Per Share |
0.08 |
(0.90) |
DIVIDEND
The Board of Directors of your company, after considering holistically the relevant
circumstances, has decided, not to recommend any dividend for the year under review.
RESERVES
During the year an amount of Rs. 81,000/- was transferred to Statutory Reserve as
required under Section 45-IC of the Reserve Bank of India Act, 1934.
BRIEF DESCRIPTION OF THE COMPANYS WORKING DURING THE YEAR/STATE OF COMPANYS AFFAIRS
During the year under report, the Company extended credit facility to the tune of Rs.
245.79 lakhs.
The total income of the Company is at Rs. 94.03, lakhs during the year under review as
against Rs. 106.70 lakhs in the previous financial year; and the company has gained a
profit before tax of Rs.5.91 lakhs during the year under review as compared to Loss of
Rs.22.53 lakhs in the previous financial year;
The profit (loss) after tax and other comprehensive income during the year under review
is at Rs. 4.02 lakhs as compared to profit of Rs. 2.75 lakhs in the previous financial
year.
INFORMATION REQUIRED UNDER NON-BANKING FINANCIAL COMPANIES ACCEPTANCE OF PUBLIC
DEPOSITS (RESERVE BANK) DIRECTIONS, 1998
There are no instance where the public deposit of the company have not been claimed by
the depositors or not paid by the company after the date on which the deposit became due
for repayment.
As such the total amount due under such accounts remaining unclaimed or unpaid beyond
the dates referred to above was NIL.
CHANGE IN THE NATURE OF BUSINESS, IF ANY
There is no significant change in the activities of the company. Your Company continues
to advance finance under the various categories as in previous years
The Company is making application to Reserve Bank of India for Conversion as a Non-
deposit accepting NBFC subject to the approval members for amendment of Memorandum of
association of the Company and the same is mentioned in the notice of the 37th
Annual General meeting of the company.
MATERIAL CHANGES AND COMMITMENTS
There have been no material changes and commitments affecting the financial position of
the Company occurred between the end of the financial year to which this financial
statements relate and the date of this report
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 instances wherein significant and material orders passed by regulators or
courts or tribunals had impacted the going concern status and companys operations
DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE
FINANCIAL STATEMENTS.
The Companys Internal Control System is designed to ensure operational efficiency,
protection and conservation of resources, accuracy and promptness in financial reporting
and compliance with laws and regulations. Adequate Internal Control Systems and checks are
in place, commensurate with the size of the Company and nature of its business. The
management exercises financial control on the operations through a well defined monitoring
process and standard operating procedures. A report of Auditors pursuant to Section
143(3) (i) of the Companies Act, 2013 certifying the adequacy of Internal Financial
Controls is annexed with the Auditors report
DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES
Your Company do not have a Subsidiary/Joint Venture/Associate Company as such instances
of reporting does not arise.
PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE SUBSIDIARIES, ASSOCIATES AND JOINT
VENTURE COMPANIES INCLUDED IN THE CONSOLIDATED FINANCIAL STATEMENT
As there are No subsidiaries, associates and joint venture companies, instances of
reporting on their performance and financial position does not arise.
DEPOSITS
The details relating to deposits, covered under Chapter V of the Act-
(a) Accepted during the year including renewal of interest accrued on
renewal of existing deposits; |
Nil |
(b) Remained unpaid or unclaimed as at the end of the year; |
Nil |
(c) Whether there has been any default in repayment of deposits or
payment of interest thereon during the year and if so, number of such cases and the total
amount involved - |
Nil |
a) at the beginning of the year; |
|
b) maximum during the year; |
|
c) at the end of the year; |
|
(d) The details of deposits which are not in compliance with the
requirements of Chapter V of the Act; |
Nil |
Note: As on 31.03.2023 there is Rs. 2 lakhs exempted deposit from directors & Rs.
13.50 lakhs inter corporate deposit.
STATUTORY AUDITORS
M/s. Chandarana & Sanklecha, Chartered Accountants, Chennai [Firm Registration No:
000557S] are the Statutory Auditors of the Company who were appointed at the 36thAnnual
General Meeting held on 24th September, 2022 to hold office until the
conclusion of 39thAnnual General Meeting. The statutory auditors report does
not contain any qualifications, reservations, or adverse remarks or disclaimer.
AUDITORS REPORT
The Board of Directors wish to state that the Auditors Report on the Audited Financial
Statement of the Company for the year ended 31st March 2023 do not contain any
qualification, reservation or adverse remark, so need not require any explanation or
comment.
FRAUDS REPORTED BY THE AUDITOR
During the Year under review, no frauds were reported by the Auditor (Statutory
Auditor, Secretarial Auditor) to the Audit Committee/ Board.
SECRETARIAL AUDIT REPORT
The Board of Directors of the company had appointed ASJ & Associates, Practicing
Company Secretaries represented by Abishek Jain (Membership No. FCS 10925/CP 15508),having
address at 1D, Middle Block, Saptamallika Apt, 188, Poonamllee High Road, Kilpauk,
Chennai-600010 who has conducted the Secretarial Audit of the Company for the Financial
Year 2022-2023.The Secretarial Audit report issued by him is attached to this report as Annexure-"C".
As there are no qualifications, reservation or adverse remark or disclaimer made by the
Company secretary in whole time practice in the secretarial audit report, the need for
providing explanation or comments on the same by the Board of Directors does not arise
COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND GENERAL MEETINGS
During the Financial Year 2022-23, your Company has complied with applicable
Secretarial Standards, namely SS-1 & SS-2 issued by the Institute of Company
Secretaries of India.
SHARE CAPITAL
• Issue of equity shares with differential rights
The Board of Directors wish to inform that there are no instance during the financial
year for issue of equity shares with differential rights as such the requirement for
providing details as provided in rule 4 (4) of Companies (Share Capital and Debentures)
Rules, 2014 does not arise.
• Issue of sweat equity shares
The Board of Directors wish to inform that there are no instance during the financial
year for issue of sweat equity shares as such the requirement for providing details as
provided in Rule 8(13) of Companies (Share Capital and Debentures) Rules, 2014 does not
arise.
• Issue of employee stock options
The Board of Directors wish to inform that there are no instance during the financial
year for issue of employee stock options as such the requirement for providing details as
provided in rule 12 (9) of Companies (Share Capital and Debentures) Rules, 2014 does not
arise.
CASH FLOW STATEMENT
In compliance with the provisions of Section 134 of Companies Act, 2013 and Regulation
34(2)(c) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the
Cash flow statement for the financial year ended March 31, 2023 forms part of this Annual
Report
PROVISION OF MONEY BY COMPANY FOR PURCHASE OF ITS OWN SHARES BY EMPLOYEES OR BY
TRUSTEES FOR THE BENEFIT OF EMPLOYEES
The Board of Directors wish to inform that there are no instance during the financial
year where the company had made provision of money for purchase of its own shares by
employees or by trustees for the benefit of employees as such the requirement for
providing details as provided in rule 16 (4) of Companies (Share Capital and Debentures)
Rules, 2014 does not arise
EXTRACT OF THE ANNUAL RETURN
Pursuant to the provisions of Section 134(3) (a) of the Companies Act, 2013, the Annual
return as per provisions of Section 92 (3) of the Companies Act, 2013 can be viewed on the
website of the company www.galadafinance.in.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION& FOREIGN EXCHANGE EARNINGS OUTGO:
A. Details of Conservation of Energy: NIL
I. Steps taken or impact on conservation of energy
II. Steps taken by the company for utilizing alternate sources of energy
III. Capital investment on energy conservation equipment
B. Technology Absorption: Nil
I. Efforts made towards technology absorption:
II. Benefits derived as a result of the above efforts:
III. In case of imported technology (imported during the last 3 years reckoned fromthe
beginning of the financial year):
(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
thereof:
IV. Expenditure incurred on Research and Development:
The Company has not incurred any cost towards undertaking R&D Activity during the
period under review
C. Foreign Exchange Earnings and Outgo:
Foreign Exchange earned in terms of actual inflows during the year: NIL Foreign
Exchange outgo during the year in terms of actual outflows: NIL
CORPORATE SOCIAL RESPONSIBILITY (CSR)
The Corporate Social Responsibility (CSR) which is applicable to every company having
networth of rupees five hundred crore or more, or turnover of rupees one thousand crore or
more or a net profit of rupees five crore or more during the preceding financial year is
Not applicable and as such instances of disclosures as per Rule 9 of Companies (Corporate
Social Responsibility Policy) Rules, 2014 does not arise.
DECLARATION FROM INDEPENDENT DIRECTOR
The Company has received declarations from all the Independent Directors on the board
of the Company as on the end of financial year 2022-23 confirming that they continue to
meet with the criteria of Independence as prescribed under Section 149(6) of the Companies
Act, 2013 and Regulation 25 & 16 of SEBI (Listing Obligations and Disclosure
Requirements) Regulations,2015 and amendments made under thereto.
In the opinion of the Board, all the Independent Directors are the person of integrity
and are expert in various fields of Finance, Law, Technology, Commerce and have more than
20 years of vast experience.
As all the Independent directors on the Board carries more than 10 years of experience,
they are exempted from appearing in online proficiency self assessment test conducted by
the institute notified under sub-section (1) of section 150 of the Companies Act, 2013,
hence in the opinion of the Board all the Independent Directors of the Company fulfill the
conditions specified in the Listing Regulations and are independent of the management.
FORMAL ANNUAL EVALUATION
The Board periodically evaluates its own performance and that of its committees and
individual directors
LISTING OF SHARES
The equity shares of the Company are listed on the Stock Exchange viz., BSE Limited
(BSE). The Company has paid the applicable listing fees to the Stock Exchange within the
stipulated time.
DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND
REDRESSAL) ACT, 2013
Your company has always believed in providing a safe and harassment free work place for
every individual working in the companys premises through various interventions and
practices. The company always endeavors to create and provide an environment that is free
from discrimination and harassment including sexual harassment. The company have a formal
Anti Sexual Harassment policy in line with the requirements of The Sexual Harassment of
Workmen at the Workplace (Prevention, Prohibition & Redressal) Act, 2013.Internal
complaints committee has been set up to redress complaints contractual, temporary and
trainees are covered under the policy.
The following is the summary of sexual harassment complaints received and disposed of
during the 2022-2023:-
No. Of complaints received: NIL
No. Of complaints disposed off: NIL
DIRECTORS:
The Current Directors on the Board are Mr. Ashok Jawarilal Galada, Mr. Naveen Ashok
Galada, Mr. Ponniah Bhaskaran, Mr. Kunjithapatham Ramu* and Mrs. Indira Srinivasan
Royakottam.
Mr. Ashok Jawarilal Galada, Director is liable to retire by rotation and being eligible
has offered himself for re-appointment. Your Directors recommend the re-appointment of the
Mr. Ashok Jawarilal Galada retiring by rotation to the members.
* Mr. Kunjithapatham Ramu, Independent Director ceased to be the Director on the Board
with effect from 13.03.2023 due to his demise. The Directors place on record his
invaluable contributions towards the company and express their deep condolences for his
sad demise
NUMBER OF MEETINGS OF BOARD AND AUDIT COMMITTEE:
The Board meets at regular intervals to discuss and decide on business strategies /
policies and review the financial performances of the Company. The details of number of
board meetings and Other committee meetings held during the Financial Year 2022-23 are as
follows:
COMPOSITION OF BOARD& NUMBER OF MEETING
Name of the Director |
Designation |
Category |
Mr. Ponniah Bhaskaran |
Chairman |
Independent and Non-Executive Director |
Mr. Ashok Jawarilal Galada |
Director |
Promoter and Non- Executive Director |
Mr. Naveen Ashok Galada |
Managing Director |
Promoter and Executive Director |
Mr. Kunjithapatham Ramu* (Ceased to be the Director on the Board with
effect from 13.03.2023 due to his demise) |
Director |
Independent and Non-Executive Director |
Mrs. Indira Srinivasan Royakottam |
Director |
Independent and Non-Executive Director |
No. of Board Meetings: 5 (Five): 28th May, 2022; 11th August,
2022; 27th August, 2022, 12th November 2022 and 11thFebruary,
2023
ATTENDANCE OF DIRECTORS IN BOARD MEETING
Date of Meeting |
28.05.2022 |
11.08.2022 |
27.08.2022 |
12.11.2022 |
11.02.2023 |
Mr. Ponniah Bhaskaran |
Present |
Present |
Present |
Present |
Present |
Mr. Ashok Jawarilal Galada |
Present |
Present |
Present |
Present |
Present |
Mr. Naveen Ashok Galada |
Present |
Present |
Present |
Present |
Present |
Mr. Kunjithapatham Ramu |
Present |
Present |
Present |
Present |
Present |
Mrs. Indira Srinivasan Royakottam |
Present |
Present |
Present |
Present |
Present |
The interval between two Board Meetings was well within the maximum period mentioned
under section 173 of the Companies Act, 2013, and SEBI Listing (Disclosures and
Obligations Requirements) Regulations, 2015.
COMPOSITION OF COMMITTEES OF BOARD:
Currently the board has following Committees: Audit Committee, Nomination &
Remuneration Committee, Stakeholders Relationship Committee &Risk Management Committee
Name of the Committee |
Composition of the Committee/ No. of times the committee met |
Highlights of duties, responsibilities & Activities |
Audit Committee |
Mr. Ponniah Bhaskaran DIN:00126136 {Independent and
NonExecutive Director} Chairman of the Committee |
> The Audit Committee was mandated with the same Terms of Reference
specified in SEBI (LODR) REGULATIONS, 2015 |
|
Mrs. Indira Srinivasan Royakottam DIN:06823929 |
> The current Terms of Reference fully conform to the requirements
of the Companies Act-2013. |
|
{Independent and Non- ExecutiveDirector} Member |
> The Audit committee is responsible for overseeing the Companys
financial reporting process, reviewing the quarterly/half yearly/annual financial
statements, reviewing with the management the financial statements and adequacy of
internal audit function, recommending the appointment/reappointment of statutory auditors
and fixation of audit fees, reviewing the significant internal audit findings/related
party transactions, reviewing the Management Discussion and Analysis of financial
condition and result of operations and also statutory compliance issues |
|
*Mr. Kunjithapatham Ramu DIN:01538291 {Independent and
NonExecutive Director} Member |
|
|
(*Mr. Kunjithapatham Ramu :- ceased to be the Member on the committee
with effect from 13.03.2023 due to his demise and Mr. Ashok Jawarilal GaladaDIN:00042295
(Non-Executive Director } become member of the committee with effect from 23rd
May 2023) The Committee met 5 times on :- |
> The Committee acts as a link between the management, external and
internal auditors and the Board of Directors of the Company |
|
28th May, 2022 |
|
|
11th August, 2022 |
|
|
27th August, 2022 |
|
|
12th November, 2022 |
|
|
11th February, 2023 |
|
Nomination & Remuneration Committee |
*Mr. Kunjithapatham Ramu DIN:01538291 {Independent and
NonExecutive Director} |
> To fix salary allowances and other perks to senior level
personnel as and when appointed by the Company. |
|
Chairman of the Committee |
> REMUNERATION POLICY: The managing director is the only executive
director on the board who is entitled to receive remuneration. |
|
Mr. Ponniah Bhaskaran DIN:00126136 {Independent and
NonExecutive Director} Member |
The non-executive directors are not entitled to any remuneration. The
compensation to the managing director is within the scale approved by the shareholders. |
|
Mrs. Indira Srinivasan Royakottam DIN:06823929 {Independent
and NonExecutive Director} Member |
The elements of compensation comprise a fixed component and a
performance incentive. |
|
|
The compensation is determined based on the level of responsibility
and scales prevailing in the industry. |
|
(*Mr. Kunjithapatham Ramu,- ceased to be the Member on the Committee
with effect from 13.03.2023 due to his demise and Mr. Ashok Jawarilal Galada DIN:00042295
(Non-Executive Director } become member of the committee with effect from 23rd
May 2023) |
The managing director is not paid sitting fees for any board /
committee meetings attended by him. |
|
Mrs. Indira Srinivasan Royakottam DIN:06823929 {Independent
and NonExecutive Director} become Charmian of the committee with effect from 23rd
May 2023 ) |
|
|
The Committee met 1 times on :- 27th August, 2023 |
|
Stakeholders Relationship Committee |
Mrs. Indira Srinivasan Royakottam DIN:06823929 {Independent
and NonExecutive Director} Chairman of the Committee Mr. Ashok Jawarilal Galada
DIN:00042295 {Promoter and NonExecutive Director } Member Mr.Naveen Ashok Galada
DIN:00043054 {Promoter and Executive Director } Member There was no meeting of the
committee held during 2022-23 The company has not received any grievances/complains from
the investors during the financial year 20222023. |
> The role of the committee includes formulation of
shareholders servicing plans and policies, consideration of valid share transfer
requests, share transmissions, issue of duplicate share certificates, issue of share
certificates for split, dematerialization, consolidation of shares, etc. The committee
also monitors and reviews the mechanism of share, transfers, dematerialization of shares
and payment of dividends. > It further looks into the redressing of shareholders
grievances like non-receipt of balance sheet, non-receipt of declared dividends and
determining, monitoring and reviewing the standards for resolution of shareholders
grievances. |
Risk Management Committee |
Mr. Ponniah Bhaskaran DIN:00126136 {Independent and
NonExecutive Director} Chairman of the Committee |
> The role of the committee includes review of the risk management
policy developed by the management, review of the risk management framework document and
implementation of the actions planned in and periodical review of the process for
systematic identification and assessment of the business risks |
|
Mrs. Indira Srinivasan Royakottam DIN:06823929 {Independent
and NonExecutive Director} Member |
|
|
*Mr. Kunjithapatham Ramil DIN:01538291 {Independent and
Non- ExecutiveDirector} Member |
|
|
(*Mr. Kunjithapatham Ramu,- ceased to be the Member on the Committee
with effect from 13.03.2023 due to his demise and Mr. Ashok Jawarilal GaladaDIN:00042295
(Non-Executive Director } become member of the committee with effect from 23rd
May 2023) |
|
|
The Committee met 1 times on :- 11th February, 2023 |
|
DETAILS OF RECOMMENDATIONS OF AUDIT COMMITTEE WHICH WERE NOT ACCEPTED BY THE BOARD
ALONG WITH REASONS
The Audit Committee generally makes certain recommendations to the Board of Directors
of the Company during their meetings held to consider any financial results (Unaudited and
Audited) and such other matters placed before the Audit Committee as per the Companies
Act, 2013and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 from
time to time.
During the year the Board of Directors has considered all the recommendations made by
the Audit Committee and has accepted and carried on the recommendations suggested by the
Committee to its satisfaction. Hence there are no recommendations unaccepted by the Board
of Directors of the Company during the year under review
KEY MANAGERIAL PERSONNEL
The following Directors/Officials of the Company have been designated as Key Managerial
Personnel (KMP) of the Company by the Board of Directors in terms of provisions of Section
203 of the Companies Act, 2013 and the SEBI Listing Regulations:
1. Mr. Naveen Ashok Galada- Managing Director
2. Mr. Bilal Mohammadiali I-Company Secretary*
3. Ms. Mahaveerchand Jain Divya - Company Secretary**
4. Mrs. K. R. Manimeghala- Chief Financial Officer
*Mr. Bilal Mohammadiali I. resigned from the Company with effect from May 31, 2022. The
Board places its sincere gratitude for the services and support rendered by the said Key
Managerial personnel during their tenure in the Board
**Ms. Mahaveerchand Jain Divya, Qualified Company Secretary appointed as a Compliance
officer Cum Company Secretary of the company with effect from September 01, 2022
CHANGE IN KEY MANAGERIAL PERSONNEL
During the financial year ended March 31, 2023, Mr. Bilal Mohammadiali I, resigned from
the position of Company Secretary with effect from May 31, 2022 and Ms. Mahaveerchand Jain
Divya, appointed as a Company Secretary with effect from 01st September 2022
ESTABLISHMENT OF VIGIL MECHANISM/ WHISTLE BLOWER POLICY
Pursuant to Section 177(9) of Companies Act 2013 and Regulation 22 of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 the Company has formulated a
whistle blower mechanism for directors and employees to report concerns about unethical
behavior, actual or suspected frauds or violation of the Companys code of conduct and
ethics. The Audit Committee of the Board oversees the functioning of Whistle Blower
Policy. The Whistle Blower Policy covering all employees and directors is available in the
Companys website at www.galadafinance.in
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186
The Company has not given any loans or guarantees covered under the provision of
section 186 of the Companies Act, 2013. The details of the investments made by the Company
are given in the notes to the financial statements which forms part of this Annual Report.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
All related party transaction that was entered into during the financial year was on an
arms length basis in the ordinary course of business. There are no ‘material
contracts or arrangements or transactions which were not at arms length basis and
therefore disclosure in form AOC -2 is not required.
All Related Party Transactions are placed before the Audit Committee as also the Board
for approval. Prior omnibus approval of the Audit Committee is obtained for the
transactions which are foreseeable and repetitive nature. For the transactions entered
into pursuant to the omnibus approval so granted, a statement giving details of all
related party transactions is placed before the Audit Committee and the board of Directors
for their approval on a quarterly basis
PARTICULARS OF EMPLOYEES
The information as required under the provisions of Section 197(12) of the Companies
Act, 2013 and read with Rule 5(1), 5(2) and 5(3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, are set out in ANNEXURE-A attached
herewith which forms part of this report.
The statement containing such particulars of employees as required in terms of the
provisions of Section 197(12) of the Act read with rules 5(2) and 5(3) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of the
Annual Report. Pursuant to the provisions of the Section 136(1) of the Companies Act,
2013, the reports and accounts, as set out therein, are being sent to all members of the
Company, excluding the aforesaid information and the same is open for inspection at the
registered office of the Company during working hours upto the date of Annual General
Meeting and if any member is interested in obtaining such information, may write to the
Company Secretary at the registered office of the Company in this regard.
CORPORATE GOVERNANCE
As prescribed under the provisions of Regulation 15(2) of SEBI (Listing Obligations and
Disclosures Requirements) Regulations 2015, your Company does not fall under the purview o
fcomplying with the provisions of Corporate Governance. During the year your Company has
informed the non-applicability provision to the Bombay Stock Exchange. Since, the
provision of Corporate Governance is not applicable for the entire Financial Year 2022-23,
a separate report of Corporate Governance is not disclosed in the Annual Report 2022-23.
MANAGEMENTS DISCUSSION AND ANALYSIS REPORT
Pursuant to Regulation 34(2) of the SEBI (Listing Obligations and Disclosure
Requirements)Regulations, 2015 read with schedule-V thereof, the Management Discussion and
Analysis report has been annexed to the Boards Report as ANNEXURE-B and
forms part of the Annual Report
COMPLIANCE WITH CODE OF CONDUCT
The Company has framed a Code of Conduct for the Board of Directors and Senior
Management personnel of the Company. The Code of Conduct is available on the Companys
website. All the Board of Directors and Senior Management personnel have affirmed
compliance with the Code of conduct as on March 31, 2023.
As required under Regulation 34(3) and Schedule V (D) of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 a declaration from Mr. Naveen Ashok Galada,
Managing director to this effect is annexed which forms part of this Annual Report.
RISK MANAGEMENT POLICY
A Risk Management Policy for the Company has been adopted by the Board. The Company
manages risk through a detailed Risk Management Policy framework which lays down
guidelines in identifying, assessing and managing risks that the businesses are exposed
to. Risk is managed by the Board through appropriate structures that are in place.
NOMINATION AND REMUNERATION POLICY
Pursuant to Section 178(3) of the Companies Act, 2013, the Board of Directors has
framed a policy which lays down a framework in relation to remuneration of Directors, Key
Managerial Personnel and Senior Management of the company. The policy also lays down the
criteria for selection and appointment of Board Members. The Remuneration Policy is
available on the website of the company www.galadafinance.in.
AFFIRMATION THAT THE REMUNERATION IS AS PER THE REMUNERATION POLICY OF THE COMPANY
The Company has formulated the Nomination and Remuneration Policy in compliance with
Section 178 of the Companies Act, 2013 read along with the applicable rules thereto and
Part D of Schedule II of Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015, as amended from time to time. This policy
governs the criteria for deciding the remuneration for Directors and Key Managerial
Personnel. It is affirmed that the remuneration to Directors and Key Managerial Personnel
is being fixed based on the criteria and parameters mentioned in the above mentioned
policy of the Company.
BOARD DIVERSITY
The Company recognizes and values the importance of a diverse board as part of its
corporate governance and success. The Company believes that a truly diverse Board will
leverage differences in ideas, knowledge, thought, perspective, experience, skill sets,
age, ethnicity ,religion and gender which will go a long way in retaining its competitive
advantage
CRITERIA FOR PAYMENT OF REMUNERATION TO NON-EXECUTIVE DIRECTORS (PURSUANT TO PART-D
SCHEDULE II (1) OF SEBI (LODR) REGULATIONS, 2015
The Criteria for Payment of Remuneration To Non-Executive Directors (Pursuant To Part-D
Schedule II (1) Of SEBI (LODR) Regulations, 2015is available on the website of the company
www.galadafinance.in.
LISTING ON STOCK EXCHANGES
The Companys shares are listed on BSE LIMITED.
POLICES OF COMPNAY
All policies of the company viewed on the website of the company www.galadafinance.in.
DIRECTORS RESPONSIBILITY STATEMENT
The terms of clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013,
the directors state that:
a) in the preparation of the annual accounts, the applicable accounting standards had
been followed along with proper explanation relating to material departures;
b) the directors had selected such accounting policies and applied them consistently
and made judgments and estimates that are reasonable and prudent so as to give a true and
fair view of the state of affairs of the company at the end of the financial year and of
the profit and loss of the company for that period;
c) the directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of this Act for safeguarding the
assets of the company and for preventing and detecting fraud and other irregularities;
d) the directors had prepared the annual accounts on a going concern basis; and
e) the directors, in the case of a listed company, had laid down internal financial
controls to be followed by the company and that such internal financial controls are
adequate and were operating effectively.
f) the directors had devised proper systems to ensure compliance with the provisions of
all applicable laws and that such systems were adequate and operating effectively.
ACKNOWLEDGEMENTS
Your Directors would like to express their appreciation for the assistance and
cooperation received from the financial institutions, banks, Government authorities,
customers, vendors and members during the year under review. Your Directors also wish to
place on record their deep sense of appreciation for the committed services by the
Companys executives, staff and employees.
|
By the Order of the Board |
|
For GALADA FINANCE LIMITED |
Place: Chennai |
JUSTICE PONNIAH BHASKARAN |
Date: 17.06.2023 |
DIN:00126136 |
+91-9892691696
