To,
The Members,
Your Directors have pleasure in presenting their 39th Annual Report on the business and operationsof the Company and the accounts for the Financial Year ended March 31st, 2025.
FINANCIAL SUMMARY OR HIGHLIGHTS/PERFORMANCE OF THE COMPANY (STANDALONE)
DESCRIPTION |
2024-2025 | 2023-2024 |
| Total Income | 1,75,55,230 | 1,57,87,036 |
| Total Expenditure | 1,45,70,855 | 1,17,79,882 |
| Profit before tax | 29,84,375 | 40,07,154 |
| Tax | 4,93,900 | 6,16,500 |
| Profit after tax | 24,90,475 | 33,90,654 |
| Other Comprehensive Income (After Tax) | -38,933 | 4,62,647 |
| Total Comprehensive Income | 24,51,542 | 38,53,301 |
| Earnings Per Share | 0.83 | 1.13 |
The Financial Statements of the Company have been prepared in accordance with the Indian Accounting Standards (Ind AS), notified under the Companies (Indian Accounting Standards) Rules, 2015 read with Section 133 and other relevant provisions of the Companies Act, 2013.
DIVIDEND
With a view to enhance the growth and business of the Company and in order to deal with the uncertaineconomic environment, your directors aim to retain the resources of the Company. Accordingly, they do not recommend any dividend for the Financial Year ended on March 31st, 2025.
RESERVES
Since the Company is a Non-Banking Financial Company (‘NBFC) registered with the RBI, therefore as per the requirement of Section 45IC of the RBI Act, 1934 the Company has transferred an amount of Rs. 4,98,000/- in Statutory Reserve Fund. i.e. aggregating to 20% of its net profit for the Financial Year 2024-25.
Further, your Board of Directors does not propose to transfer any amount to general reserves of the Company.
Your Company is registered as a Non-Banking Financial Company (NBFC) pursuant to Certificate of Registrationdated March 26th,1998 and 30th May 2023 issued by the Reserve Bank of India under section 45IA of the Reserve Bank of India Act,1934
During the year under report, the Company extended credit facility to the tune of Rs. 809.50 lakhs.
The total income of the Company is at Rs. 175.55 lakhs during the year under review as against Rs. 157.87 lakhs in the previous financial year; and the company has gained a profit before tax of Rs.29.84 lakhs during the year under review as compared to Profit of Rs.40.07 lakhs in the previous financial year; The profit (loss) after tax and other comprehensive income during the year under review is at Rs. 24.52 lakhs as compared to profit of Rs. 38.53 lakhs in the previous financial year.
INFORMATION REQUIRED UNDER NON-BANKING FINANCIAL COMPANIES ACCEPTANCE OF PUBLIC DEPOSITS (RESERVE BANK) DIRECTIONS, 1998
There is 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 beyondthe dates referred to above was NIL.
CHANGE IN THE NATURE OF BUSINESS, IF ANY
There is no other significant change in the activities of the company. Your Company continues to advance finance under the various categories as in previous years
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.
BRIEF DESCRIPTION OF THE COMPANYS WORKING DURING THE YEAR/STATE OF COMPANYS AFFAIRS
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 inplace, 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
The Company operates as a standalone entity and does not have any subsidiary, associate and joint venturewithin the meaning of Section 2(87) and 2(6) of the Companies Act, 2013.
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 reportingon their performance and financial position does not arise.
DEPOSITS
Being a non-deposit taking Company, your Company has not accepted any deposits within the meaning of the provisions of Master Direction - Non-Banking Financial Companies Acceptance of Public Deposits (Reserve Bank) Directions, 2016 and provisions of the Companies Act, 2013 are not applicable on the Company. Further, the Company shall not accept deposits from public without obtaining prior approval from the RBI.
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 orpayment of interest thereon during the year and if so, number ofsuch 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 therequirements of Chapter V of the Act; |
Nil |
Note: As on 31.03.2025 there is Rs. 144.97 lakhs exempted deposit from directors & Rs. 17.40 lakhs inter corporate deposit.
DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS.
As per the provisions of Section 139 of the Act, M/s. Chandarana & Sanklecha, Chartered Accountants, Chennai [Firm Registration No: 000557S], were appointed as Statutory Auditors of your Company, to hold office until the conclusion of the 39th Annual General Meeting.
The tenure of the Statutory Auditor expires in the ensuing Annual General Meeting and the Board proposes their reappointment for a period of another 5 years.
As required under Regulation 33 of the Listing Regulations, Statutory Auditors have confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.
There are no qualifications, reservations or adverse remarks made by Statutory Auditors, in their Report.
Guidelines for Appointment of Statutory Central Auditors (SCAs)/Statutory Auditors (SAs) of Commercial Banks (excluding RRBs), UCBs and NBFCs (including HFCs) issued by RBI vide DoS.CO.ARG/SEC.01/08.91.001/2021-22 dated 27/04/2021- *The Guidelines are not applicable due to the company is Non-deposit NBFCs having asset size of less than Rs. 1000 crores shall have the option to continue with the existing procedures.
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 2025 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 AKB & Associates, Practicing Company Secretaries represented by A. Ajay Kumar Bantia (Membership No. F10357/CP 13620), having address at1st Floor No. 30, Raja Bather Street, T. Nagar Chennai- 600017. 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.
In compliance with Regulation 24A of the SEBI Listing Regulations and Section 204 of the Act, the Board at itsmeeting held on April 10, 2025, based on recommendation of the Audit Committee, and has approved the appointment ofAKB & Associates, Practicing Company Secretaries represented by
STATUTORY AUDITORS
A. Ajay Kumar Bantia (Membership No. F10357/CP 13620),as Secretarial Auditors of the Company for a term of five consecutive years commencing from FY 2025-26 till FY 2029-30, subject to approval of the Members at the ensuing AGM.
COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND GENERAL MEETINGS
During the Financial Year 2024-25, your Company has complied with applicable Secretarial Standards, namely SS-1 & SS-2 issued by the Institute of Company Secretaries of India
SHARE CAPITAL
3 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.
3 Issue of sweat equity shares
The Board of Directors wish to inform that there are no instance during the financial year forissue 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.
3 Issue of employee stock options
The Board of Directors wish to inform that there are no instance during the financial year forissue of employee stock options as such the requirement for providing details as provided inrule 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, 2025 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 wherethe company had made provision of money for purchase of its own shares by employees or bytrustees for the benefit of employees as such the requirement for providing details as providedin rule 16 (4) of Companies (Share Capital and Debentures) Rules, 2014 does not arise
Pursuant to the provisions of Section 134(3) (a) of the Companies Act, 2013, the Annualreturn as per provisions of Section 92 (3) of the Companies Act, 2013 can be viewed on thewebsite 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 net worth of rupees five hundred crore or more, or turnover of rupees one thousand crore ormore or a net profit of rupees five crore or more during the preceding financial year is Not applicableand as such instances of disclosures as per Rule 9 of Companies (Corporate Social Responsibility Policy) Rules, 2014 does not arise.
EXTRACT OF THE ANNUAL RETURN
The Company has received declarations from all the Independent Directors on the board of the Company as on the end of financial year 2024-25 confirming that they continue to meet with thecriteria 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 10 years of vast experience. As all the Independent directors on the Board carries morethan 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 theCompanies Act, 2013, hence in the opinion of the Board all the Independent Directors of theCompany fulfill the conditions specified in the Listing Regulations and are independent of themanagement.
MEETING OF INDEPENDENT DIRECTORS
Pursuant to the provisions of the Companies Act, 2013, the Independent Directors met on January 25, 2025 without the presence of Non-Independent Directors and members of the management and all the Independent Directors were present at such meeting. The following matters were reviewed by the Independent Directors:
(a) The performance of Non-Independent Directors and the Board as a whole;
(b) The performance of the Chairperson of the Company, taking into account the views of Executive Directorsand Non-Executive Directors;
(c) Assessed the quality, quantity and timeliness of flow of information between the Company managementand the Board that is necessary for the Board to effectively and reasonably perform their duties
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.
DECLARATION FROM INDEPENDENT DIRECTOR
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 andpractices. The company always endeavors to create and provide an environment that is freefrom discrimination and harassment including sexual harassment. The company have aformal Anti Sexual Harassment policy in line with the requirements of The SexualHarassment of Workmen at the Workplace (Prevention, Prohibition &Redressal) Act, 2013.Internal complaints committee has been set up to redress complaints contractual, temporaryand trainees are covered under the policy.
The following is the summary of sexual harassment complaints received and disposed of during the 2024-2025:-
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. Ramu Vishnu, Mrs. Shyamala Thiagarajan**.
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.
*As per RBI approval, Mr. Ponniah Bhaskaran has been appointed as Additional Director (Non-Executive, Non-Independent) effective March 19, 2025, until the conclusion of this Annual General Meeting."
** Mrs. Shyamala Thiagarajan has been appointed as Independent Director on the Board, effective September 21, 2024
Mrs. Indira Srinivasan Royakottam completed her second and final term as Independent Director and ceased to be a Director of the Company with effect from the close of business hours on September 27, 2024.
NUMBER OF MEETINGS OF BOARD:
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 2024-25 are as follows:
COMPOSITION OF BOARD& NUMBER OF MEETING
Name of the Director |
Designation | Category |
Mr. Ponniah Bhaskaran |
Director | Additional Director (Non-Executive, Non-Independent) |
Mr. Ashok Jawarilal Galada |
Director | Promoter and Non- Executive Director |
| Mr. Naveen Ashok Galada | ManagingDirector | Promoter and Executive Director |
Mr. Ramu Vishnu |
Director | Independent and Non-Executive Director |
Mrs. Shyamala Thiagarajan |
Director | Independent and Non-Executive Director |
No. of Board Meetings: 10 (Ten): 25th May, 2024; 11th July 2024 ; 22nd July 2024; 10th August 2024; 26th August 2024; 28th September 2024; 26th October 2024; 25th January 2025; 14th March 2025 and 19th March 2025.
ATTENDANCE OF DIRECTORS IN BOARD MEETING.
Date of |
25.05.2024 | 11.07.2024 | 22.07.2024 | 10.08.2024 | 26.08.2024 |
Meeting |
|||||
*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. Ramu Vishnu |
Present | Present | Present | Present | Present |
*Mrs. Indira Srinivasan Royakottam |
Present | Present | Present | Present | Present |
**Mrs. Shyamala Thiagarajan |
NA | NA | NA | NA | NA |
Date of Meeting |
28.09.2024 | 26.10.2024 | 25.01.2025 | 14.03.2025 | 19.03.2025 |
*Mr. Ponniah Bhaskaran |
NA | NA | NA | NA | Present |
Mr. Ashok Jawarilal Galada |
Present | Present | Present | Present | Present |
Mr. Naveen Ashok Galada |
Present | Present | Present | Present | Present |
Mr. Ramu Vishnu |
Present | Present | Present | Present | Present |
**Mrs. Indira Srinivasan Royakottam |
NA | NA | NA | NA | NA |
***Mrs. Shyamala Thiagarajan |
Present | Present | Present | Present | Present |
*Mr. Ponniah Bhaskaran completed his second and final term as Independent Director and ceased to be a Director of the Company with effect from the close of business hours on September 27, 2024 and Mr. Ponniah Bhaskaran has been appointed as Additional Director (Non-Executive, Non-Independent) effective March 19, 2025, until the conclusion of this Annual General Meeting."
**Mrs. Indira Srinivasan Royakottam completed her second and final term as Independent Director and ceased to be a Director of the Company with effect from the close of business hours on September 27, 2024
***Mrs. Shyamala Thiagarajan has been appointed as Independent Director on the Board, effective September 21, 2024
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 |
Composition of the Committee/ No. of times the committee met |
Highlights of duties, responsibilities & Activities |
Audit Committee |
Mr. Ponniah Bhaskaran DIN:00126136 {Independent and Non- Chairman of the |
• The Audit Committee was mandated with the same Terms of Reference specified in SEBI (LODR) REGULATIONS, 2015 • The current Terms of |
| Mr. Ramu Vishnu DIN: 10190641 (Independent and Non- |
• The Audit committee is |
|
| Mrs. Indira Srinivasan Royakottam DIN:06823929 {Independent and Non- Member (Up to |
||
| Mr. Ashok Jawarilal Galada DIN:00042295 |
||
| • The Committee acts as a link between the management, |
||
| Mrs. Shyamala Thiagarajan {Independent and Non- |
external and internal auditors |
|
| Member (From 28.09.2024) The Committee met 4 |
||
Nomination & |
Mr. Ponniah Bhaskaran DIN:00126136 {Independent and Non- |
• To fix salary allowances andother perks to senior levelpersonnel as and when appointedby the Company. |
| Chairman of the Committee (Up to 27.09.2024) |
• REMUNERATION POLICY: The managing director is the only executive director on the board who is entitled to |
|
| Mr. Ramu Vishnu DIN: 10190641 |
receiveremuneration. The non- executive directors are not entitled to any remuneration. |
|
| (Independent and Non- Executive Director ) member up to 27.09.2024 & From 28.09.2024 Chairman of the Committee |
Thecompensation to the |
|
| Mrs. Indira Srinivasan Royakottam DIN:06823929 {Independent and Non- Member (Up to |
||
| Mr. Ashok Jawarilal Galada DIN:00042295 |
||
| (Non-Executive Director } Member |
||
| Mrs. Shyamala Thiagarajan {Independent and Non- Member (From The Committee met 1 10th August, 2024 |
||
Stakeholders Relationship Committee |
Mrs. Indira Srinivasan Royakottam DIN:06823929 {Independent and Non- Chairman of the |
• The role of the committee |
| Mrs. Shyamala Thiagarajan {Independent and Non- |
||
| Chairman (From 28.09.2024) |
• It further looks into the |
|
| Mr. Ashok Jawarilal Galada DIN:00042295 {Promoter and Non- |
||
| Member | ||
Mr. Naveen Ashok DIN:00043054 {Promoter and Executive Member There was no meeting of The company has not |
||
Risk Management |
Mr. Ponniah Bhaskaran DIN:00126136 {Independent and Non- Chairman of the |
• The role of the committee |
| Mr. Ramu Vishnu DIN: 10190641 (Independent and Non- |
||
| Mrs. Indira Srinivasan Royakottam DIN:06823929 {Independent and Non- |
||
| ExecutiveDirector} | ||
| Member (Up to 27.09.2024) |
||
| Mr. Ashok Jawarilal Galada DIN:00042295 (Non-Executive Director } Member |
||
| Mrs. Shyamala Thiagarajan {Independent and Non- Member (From The Committee met 1 25th January, 2025 |
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 totime. During the year the Board of Directors has considered all the recommendations made bythe Audit Committee and has accepted and carried on the recommendations suggested by theCommittee to its satisfaction. Hence there are no recommendations unaccepted by the Boardof 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 CompaniesAct, 2013 and the SEBI Listing Regulations:
3 Mr. Naveen Ashok Galada- Managing Director
3 Mrs. Mahaveerchand Jain Divya - Company Secretary
3 Mrs. K. R. Manimeghala- Chief Financial Officer
CHANGE IN KEY MANAGERIAL PERSONNEL
There is no change in Key Managerial personnel in the financial year 2024-2025
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 aregiven 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 armslength 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 disclosurein form AOC -2 is not required.
All Related Party Transactions are placed before the Audit Committee as also the Board forapproval. Prior omnibus approval of the Audit Committee is obtained for the transactionswhich are foreseeable and repetitive nature. For the transactions entered into pursuant tothe omnibus approval so granted, a statement giving details of all related party transactionsis 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 Remunerationof Managerial Personnel) Rules, 2014, are set out in ANNEXURE-A attached herewith whichforms 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 of complying 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 ofCorporate Governance is not applicable for the entire Financial Year 2024-25, a separate reportof Corporate Governance is not disclosed in the Annual Report 2024-25.
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 Managementpersonnel 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, 2025
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 formspart of this Annual Report.
RISK MANAGEMNET 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 downguidelines 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 ManagerialPersonnel and Senior Management of the company. The policy also lays down the criteria forselection and appointment of Board Members. The Remuneration Policy is available on thewebsite 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 PartD 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 corporategovernance 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.
RBI GUIDELINES
The Company is registered with RBI as a NBFC-ND-SI. The Company has complied with and continues to comply with all applicable laws, rules, circulars and regulations, including the Master Direction – Reserve Bank of India (Non-Banking Financial Company – Scale Based Regulation) Directions, 2023 and guidelines notified thereunder.
DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016
During the Financial Year 2024-25, the Company has neither made any application nor any proceeding ispending under the Insolvency and Bankruptcy Code, 2016.
DIRECTORS RESPONSIBILITY STATEMENT
The terms of clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, the directors state that:
3 in the preparation of the annual accounts, the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;
3 the directors had selected such accounting policies and applied them consistently andmade judgments and estimates that are reasonable and prudent so as to give a trueand fair view
of the state of affairs of the company at the end of the financial year andof the profit and loss
of the company for that period;
3 the directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding
theassets of the company and for preventing and detecting fraud and other irregularities;
3 the directors had prepared the annual accounts on a going concern basis; and
3 the directors, in the case of a listed company, had laid down internal financial controlsto be followed by the company and that such internal financial controls are adequateand were
operating effectively.
3 the directors had devised proper systems to ensure compliance with the provisions ofall 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 |
NAVEEN ASHOK GALADA |
RAMU VISHNU |
MANAGING DIRECTOR |
DIRECTOR |
DIN:00043054000000000000DIN:10190641 |
Place: Chennai |
Date: 11.06.2025 |
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