greaves leasing finance ltd Directors report

REPORT OF THE DIRECTORS

The Members,

Your Directors submit their 55th Annual Report and Audited Accounts of the Company for the financial year ended 31 March 2014.

Financial Highlights

Total Revenue from the operations for the year under review was t 445.78 lac as against Rs 447 98 lac in the previous year. The Company earned a Profit After Tax of Rs 303.75 lac for the financial year ended 31st March 2014 as against Rs 291.49 lac in the previous financial year.

Dividend

During the year under review, the Company paid the arrears in Dividend, for the previous financial year 2012-13, at the rate of 1% on 1,50,82,689, 6% Cumulative Redeemable Preference Shares (CRPS) of Rs 10 each amounting to Rs 15.08 lac A Dividend of I 14.88 lac was also paid at the rate of 6% on 1,50,82,689 CRPS for the balance period of 60 days before the said CRPS were reclassified into Equity Shares pursuant to Shareholders Resolution dated 30,h May 2013

The Directors did not recommend any dividend on Equity Shares.

Share Capital

During the year, the paid-up share capital of the Company was reclassified by conversion of 1,50,82,689 6% Cumulative Redeemable Preference Shares of Rs 10 each, issued to its parent Company, into 1,50,82,689 Equity Share of Rs 10 each.

Further in March 2014 the Company has issued 39,12,835 Equity Shares as bonus shares out of the Capital Reserve of the Company in the ratio of 1 Equity Share for every 4 311 Equity Share held, to the Shareholders of the Company.

Directors

Mr. Tapan Kumar Chattopadhyay (DIN 00114708) retires by rotation at the 55" Annual General Meeting and being eligible, offer himself for the re-appointment

The Board of Directors recommends the re appointment of Mr Tapan Kumar Chattopadhyay.

Mr. Narayan Barasia (DIN 02632501), who was appointed as a Director to fill the casual vacancy caused by the resignation of Mr. A.K. Sonthalia (DIN 03259683) with effect from 10th September 2013, holds office only up to the date of this Annual General Meeting. A Notice in writing was received from him under Section 160 of the Companies Act, 2013, proposing his Candidature for the office of Director of the Company.

The Board of Directors recommends the appointment of Mr. Narayan Barasia. Directors Responsibility Statement

Pursuant to the provisions under Section 217(2AA) of the Companies Act, 1956, the Directors confirm that:

1 In the preparation of Annual Accounts for the year ended 31s1 March 2014, all the applicable accounting standards had been followed along with proper explanation relating to material departures;

2. 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 as at 31* March 2014 and of the Profit of the Company for the year under review.

3. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4. The Directors had prepared the Annual Accounts for the current financial year on a going concern basis.

Subsidiary Company

1 Dee Greaves Limited:

Dee Greaves Limited (DGL) is a wholly owned Subsidiary of the Company. During the financial year ended 31 March 2014, DGL did not undertake any business activity however it has earned interest income of Rs 1.28 lac.

2 Greaves Cotton Middle East (FZC):

During the year the Company had acquired 90 shares of Greaves Cotton Middle East (GCME) (i.e. 90% of the total paid-up share capital of GCME) from Greaves Cotton Netherlands B.V. at book value. Accordingly GCME became a Subsidiary of the Company .

GCMF recorded a revenue of AED 87.34 lac and a net loss of AED 6.22 lac for the year ended 31 March 2014.

Auditors

The Statutory Auditors, Walker, Chandiok & Co. LLP will retire at the conclusion of the 551" Annual General Meeting. The Auditors have conveyed their eligibility and consent in terms of Section 141(1) and Section 141(3) of the Companies Act, 2013 to be re-appointed as Statutory Auditors for the financial year 2014-15.

The Directors recommend the re-appointment of M/s. Walker, Chandiok & Co LLP as the Statutory Auditors of the Company.

Auditors Report and Board of Directors explanation

The Auditors have reported that the Company did not have an internal audit system during the year as required under Section 227(4A) of the Companies Act, 1956 read with the Companies Auditors Report Order 2003.

The Board of Directors clarified that, since adequate internal control system, commensurate with the size of the operations of the Company is existing and the entire activities of the Company are confined to its holding Company, Greaves Cotton Limited (GCL), a separate internal audit system is not necessary Moreover, GCL is subject to Internal Audit

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo:

Particulars, as prescribed by Section 217(l)(e) of the Companies Act, 1956. read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, in respect of conservation of energy, technology absorption and foreign exchange earnings and outgo, to the extent applicable to the Company, are given below :

Conservation of Energy:

The Company ensured that the best practices are in place which helps to yield energy savings. The Company is conscious of its duties towards environment protection and has adopted measures to optimise the use of electricity.

Technology absorption:

Being in the service industry, the Company is not engaged in any manufacturing activity, and hence there is limited, if not negligible, use of technology in its operations. Nevertheless, the Company has adopted suitable IT initiatives, software and systems in its day to day operations.

Foreign Exchange Earnings and Outgo:

(i) Foreign Exchange Earned I NIL

(ii) Foreign Exchange Used Rs 24.48 lac

Particulars of Employees

During the financial year, the Company had no employee in receipt of remuneration attracting the provisions of Section 217(2A) of the Companies Act, 1956.

	For and on behalf of the Board
	Vijay Rai (DIN 00075837)
Mumbai	Chairman
28th April 2014