The Board of Directors is pleased to present the 31st Annual Report of Gilada Finance and Investments
Limited together with the audited financial statements for the year ended 31stMarch 2025.
1. FINANCIAL PERFORMANCE OF THE COMPANY:
The Board's Report shall be prepared based on the standalone financial statem ents of the company.
Particulars 2024-25 fin Rs) 2023-24 fin Rs)
|
Total income
|
7,10,05,007.80
|
6,52,94,573.92
|
|
Total Expenditure
|
4,20,42,505.17
|
4,19,40,986.87
|
|
Profit Before Exceptional
Extraordinary items and Tax
|
and
2,89,62,502.63
|
2,33,53,586.75
|
|
Exceptional item
|
NIL
|
NIL
|
|
Profit Before Tax
|
2,89,62,502.63
|
2,33,53,586.75
|
|
Tax Expense:
|
|
|
|
(i) Current Tax
(ii) Prior Year Tax
(iii) Deferred Tax
|
76,66,307.00
0.00
|
63,07,216.00
0.00
|
|
Profit /(Loss) for the period
|
2,12,96,195.63
|
1,70,46,370.75
|
|
Earnings per Equity Share:
on Rs. 5 face value
Previous year on Rs. 10 face value
(i) Basic
(ii) Diluted
|
1.52
1.52
|
1.21
1.21
|
2. STATE OF THE COMPANY'S AFFAIRS:
During the year under review, your Company has successfully grown its AUM to Rs.29.68 crores from
Rs.29.55 crores as compared to the previous year. The revenues from operations increased to Rs.
6.76 Crores during the financial year 2024-25 as against Rs. 6.25 Crores during the previous year.
The net profit after tax improved to Rs. 2.12 Crores as compared to Rs. 1.70 Crores in the previous
year.
The Company will continue its focus on Business loans to Small & Medium Enterprises (SMEs),
Mortgage loans, Working capital loans and Vehicle loans. The Company has its presence in the State
of Karnataka through Branches in Bangalore, Gulbarga, Sindagi and Bidar. 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, Credit Co-operative Society and Non¬
Banking Financial Company.
3. SHARE CAPITAL:
The paid up equity share capital of the company as on 31st March 2025 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 Crores/- (Rupees Ten Crores only) divided
into 2 Crore (Two Crore only) Equity Shares of Rs.5/- (Rupees Five) each.
4. TRANSFER TO RESERVES:
Your Company has transferred a sum of Rs. 42.59 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. 31,912 is 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. 2025 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) App ointment of Internal Auditor
M/s. Devraj Chauhan and Associates has been appointed as an Internal Auditor of the Company for
the Financial Year 2025-26. The same is approved by the members in the Audit Committee meeting
held on 30th May, 2025.
b) Appointment of Secretarial Auditor
M/s. Sand and Associates has been appointed as Secretarial Auditor of the Company for the Financial
Year 2025-26. The same is approved by the Board of Directors in the Board meeting held on 30th
May, 2025.
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.
IOINT 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 of 59.08% as against
the 15% norm prescribed by the Regulator for NBFCs. This high CRAR 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 Shankarlal Gilada (DIN: 02144736) retires by rotation at the forthcoming
Annual General Meeting and being eligible, offers herself for reappointment.
(ii) Mr. Om Prakash Asava ceased to hold office as an Independent Director of the Company
with effect from 29th August 2024 due to his sudden and untimely death.
(iii) Mrs. Mohita Agarwal Company Secretary and Compliance officer of the company tendered her
resignation on 04th December 2024 and served the office till 31st March 2025.
(iv) Mrs. Chaitra G S 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 2 nd April 2025.
The resolution for the same place before the board in the Board Meeting held on 30 th May 2025
(v) Mr. Ramanathan was appointed as an Additional Director of the Company with effect from
30th May 2025. His appointment as an Independent Director for a term of five consecutive
years will be placed for approval of the shareholders at the ensuing Annual General Meeting
scheduled to be held on 01st September 2025
11. NUMBER OF BOARD & COMMITTEE MEETINGS:
During the year Five (5) Board Meetings, Five (5) Audit Committee Meetings, Two (2) Nomination
and Remuneration Committee Meetings, one (1)Stakeholders Relationship Committee Meeting and
One (1) Independent Directors Meeting were 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 INDIVIDUAL DIRECTORS:
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
Board's 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 D irectors 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 Director's 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, has been appointed as an Independent Director for a term of 5 years in the Annual
General Meeting held on 30th September, 2021.He has successfully qualified the Online Proficiency
Self-assessment test for Independent Director's 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. A Ramanthan appointed as an Additional Director of the Company with effect from 30th
May 2025 to hold office till the conclusion of the ensuing Annual General Meeting and subject
to the approval of the members in the ensuing General Meeting, for appointment as an
Independent Director to hold office for a term of five consecutive years from the date of
ensuing general meeting.
14. COMPANY'S POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION INCLUDING
CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES, INDEPENDENCE OF A
DIRECTOR AND OTHER MATTERS PROVIDED UNDER SUB-SECTION (3) OF SECTION 178:
The Nomination and Remuneration Committee 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
Nomination and Remuneration Committee ensures that the new Directors are familiarized with the
operations of the Company and endeavors 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 provisions of the Act and as
recommended by the Nomination and Remuneration Committee;
• 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 Nomination and Remuneration Committee 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 Company's website at
www.giladafinance.com/wp-content/uploads/2024/08/NOMINATION-AND-REMUNERATION-
POLICY-FOR-DIRECTORS-KEY-MANAGERIAL-PERSONNEL-AND-OTHER-EMPLOYEES.pdf
15. PARTICULARS OF EMPLOYEE AND RELATED DISCLOSURE
Disclosures with respect to the remuneration of Directors and employees as required under Section
197(12) of the Act and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 (Rules) have been appended as an Annexure III to this Annual Report.
16. STATUTORY 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 27th Annual General Meeting
(AGM) held on 30thSeptember, 2021 to hold office till the conclusion of the 32nd Annual General
Meeting of the Company to be held in the year 2026.
The Auditors' Report for the financial year ended 31st March, 2024 on the financial statements of the
Company is a part of this Annual Report.
The observations made in the Auditor's Report of M/s. BENNUR NAGARAJA & CO, Chartered
Accountants, read together with relevant notes thereon, are self-explanatory and hence do not call
for any comments.
17. DETAILS IN RESPECT OF THE FRAUDS REPORTED BY THE AUDITOR UNDER SUB SECTION
12 OF SECTION 143 :
There were no instances of fraud reported by the auditors during the year.
18. EXPLANATIONS OR COMMENTS BY THE BOARD ON EVERY QUALIFICATION. RESERVATION
OR ADVERSE REMARK OR DISCLAIMER MADE:
A. By the Auditor
|
S.No.
|
Qualification, Reservation Or
Adverse Remark
|
Comments by the Board of
Director
|
|
1.
|
There is a disputed income tax 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.
|
The cash remitted by the company
in special denomination notes
pertains to customer loan
repayments during the
demonetization period. The
company has gone on appeal and is
confident of getting a verdict in
it'sfavour.
|
|
2.
|
The Company has taken registration
with employee provident fund
department from September, 2023
onwards and the Company is still in the
process of taking registration with
employees State Insurance
department.
|
The Company has taken registration
with employee provident fund
department since September, 2023
and is regular in depositing the PF
contribution of employer as well as
employees.
Further, as far as registration with
employees State Insurance
department is concerned we have
made an application for the same
and will make the payment of all
contributions from the date it
became applicable on the Company.
|
|
3.
|
Repayment to Maheshwari Souharda
Credit Co-operative Society was
delayed
|
There was delay in few instances.
However now the loan is uptodate.
|
B. By the Secretarial Auditor
|
S.No.
|
Qualification, Reservation Or
|
Comments by the Board of
|
| |
Adverse Remark
|
Director
|
|
1.
|
The Company received notice from the
|
The Company did not receive any
|
| |
Stock Exchange (BSE) dated 04th
|
further notice from the Stock
|
| |
August, 2020 for Non-compliance with
Regulation 6(1) of SEBI (Listing
0bligation 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
offine in its reply letter
dated18/08/2020 through email.
|
Exchange till date on this matter.
|
| |
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 26 th 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.
|
|
|
2.
|
During the period under review the
Company did not filed the summery of
annual general meeting held on
26thSeptember, 2024 within the
prescribed time under regulation 30,
Part A of Schedule III.
|
The delay was due to technical
issues in the filing system, which
resulted in a lapse of a few hours.
The summary was subsequently
filed once the issue was resolved
|
19. A DISCLOSURE. AS TO WHETHER MAINTENANCE OF COST RECORDS AS SPECIFIED BY
THE CENTRAL GOVERNMENT UNDER SUB-SECTION (1) OF SECTION 148 OF THE COMPANIES
ACT, 2013, IS REQUIRED BY THE COMPANY AND ACCORDINGLY SUCH ACCOUNTS AND
RECORDS ARE MADE AND MAINTAINED:
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.
20. 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 2025-26. The Secretarial Audit Report, in the prescribed Form No. MR-3, is
annexed as Annexure 'IV'.
21. DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS:
The Board has adopted policies and procedures for ensuring the orderly and efficiently conduct of its
business, including adherence to the Company's 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/wp-
content/uploads/2023/04/Vigil-Mechnaism-Policy.pdf.
23. COMMITTEES FORMED
A) Audit Committee
In compliance with Section 177(8) of the Companies Act, 2013 the details regarding Audit Committee
is provided under Corporate Governance Report which forms part of Annual Report.
There was no instance during FY'25, where the Board had not accepted any recommendation of the
Audit Committee.
B) Nomination and Remuneration Committee
In compliance with Section 178(1) of the Companies Act 2013 the company has constituted the
Nomination and Remuneration Committee the details regarding the same is provided under
Corporate Governance Report which forms the part of Annual Report.
C) Stakeholder Relationship Committee
In compliance with Section 178(5) of the Companies Act 2103 the company has constituted the
Stakeholder Relationship Committee the details regarding the same is provided under Corporate
Governance Report which forms the part of Annual Report
24. CREDIT RATING
ACUITE Rating and Research has assigned a ACUITE BB- rating to the long-term facilities of your
Company during the reported Financial Year. The total Quantum Rated is 5.00 Crores. This rating is
applicable to facilities having a tenure of more than one year. The Credit Rating received is uploaded
on the website of the Company at https://www.giladafinance.com/credit-rating/.
25. LISTING OF SHARES
The equity shares of the Company are listed on the Bombay Stock Exchange (BSE], The listing fee for
the year 2024-25 has already been paid to the credit of the Stock Exchange,
26. RISK MANAGEMENT POLICY:
The Company has adopted a Risk Management Policy in accordance with the provisions of the Act, It
establishes various levels of risks with its varying levels of probability, the likely impact on 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 of Directors about risk assessment and management
procedures and status from time to time,
The Policy is updated on the website of the company at https://www,giladafinance,com/wp-
content/uploads/2025/05/RISK-MANAGEMENT-POLICY.pdf.
27. ANNUAL RETURN:
Pursuant to Section 92(3] read with Section 134(3](a] of the Act, the Annual Return as on
March 31, 2025 is available on the website of the Company at
https: //www, giladafinance ,com/annual -returns /,
28. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR
COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S
OPERATIONS IN FUTURE:
There are no significant and material orders passed by the Regulators or Courts or Tribunal
impacting the going concern status and company's operations in future,
29. DETAILS OF 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,
30. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE
COMPANIES ACT. 2013:
Pursuant to Section 186(11) (a) of the Act read with Rule 11(2) of the Companies (Meetings of Board
and its Powers) Rules, 2014, the loan made, guarantee given or security provided in the ordinary
course of business by a Non-Banking Financial Company (NBFC) registered with Reserve Bank of
India are exempt from the applicability of provisions of Section 186 of the Act. As such the particulars
of loans and guarantees have not been disclosed in this Report. The details of the Investments of the
Company are furnished under Note 4 of Notes forming part of the Financial Statements for the year
ended 31st March, 2025.
31. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
All contracts/arrangement/transactions entered by the Company during FY2024-25 with related
parties were incompliance with the applicable provisions of the Act and SEBI Listing Regulations.
Prior omnibus approval of the Audit Committee is obtained for all related party transactions which
are foreseen and of repetitive nature. Pursuant to the said omnibus approval, details of transaction
entered into is also reviewed by the Audit Committee on a quarterly basis.
All contracts/ arrangements/ transactions entered into by the Company during the 0nancial year
with the Related Parties are at arm's length basis and in the ordinary course of business.
A Statement containing the details of material contracts or arrangements or transactions with
Related Parties on an arm's length basis with respect to transactions as required under Section
188(1) of the Act, in the prescribed Form No.AOC-2, is attached as AnnexureII.
Further, details of Related Party Transactions as required to be disclosed by Ind AS- 24 on "Related
Party Disclosures” specified under Section 133 of the Act read with Rule 7 of the Companies
(Accounts) Rules, 2014, are given in the Note 11 in heading B- Notes on Accounts to the financial
statements.
32. 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 as Annexure V.
The Certificate from the Statutory Auditors of the Company regarding compliance of conditions of
corporate governance is annexed to this Report.
33. MANAGEMENT DISCUSSION AND ANALYSIS:
The Management Discussion and Analysis Report forms part of this Annual Report for the year ended
31stMarch, 2025, has been provided in Annexure- VI in this Annual Report.
34. 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. The policy is available on the website of the Company at
https://www.giladafinance.com/wp-content/uploads/2023/06/POSH-POLICY.pdf.
35. 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 company's 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
equipment's
|
(b) Technology absorption
|
(i)
|
the efforts made towards technology absorption
|
Technology absorption is not
|
|
(ii)
|
the benefits derived like product improvement,
cost reduction, product development or import
substitution
|
applicable.
|
|
(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
|
| |
(a) the details of technology imported
|
development during the year under
|
| |
(b) the year of import;
|
review.
|
| |
(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 earnings and Outgo
|
(a) Foreign Exchange Earnings:
|
NIL
|
|
(b) Foreign Exchange Outgo:
|
NIL
|
36. 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.
37. DIRECTORS' RESPONSIBILITY STATEMENT:
The Directors' Responsibility Statement referred to in Sub-clause (c) of Clause (3) of Sub-Section (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.
38. SECRETARIAL STANDARDS:
The Company is in compliance with the Secretarial Standards on Meetings of the Board of Directors
(SS - 1) and General Meetings (SS-2) issued by the Institute of Company Secretaries of India and
approved by the Central Government.
39. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONGWITH
THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR:
There is no application made or any proceeding pending under the Insolvency and Bankruptcy Code,
2016 (31 of 2016) during the financial year 2024-25.
40. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME
OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE
BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF.
This clause is not applicable to our Company.
41. ACKNOWLEDGEMENTS:
The continued co-operation and support of its loyal customers has enabled the Company to make
every effort in understanding their unique needs. Our employees at all levels, have been core to our
existence and their hard work, cooperation and support is helping us as a Company face all
challenges. Our Company is always grateful for their efforts. The flagbearers of fair play and
regulations, which includes the regulatory authorities, the esteemed league of bankers, financial
institutions, rating agencies, stock exchanges and depositories, auditors, legal advisors, consultants
and other stakeholders have all played a vital role in instilling transparency and good governance.
The Company deeply acknowledges their support and guidance.
FOR GILADA FINANCE AND INVESTMENTS LIMITED
Sd/
Sd/-
RAJGOPAL GILADA SAMPATHKUMAR GILADA
MANAGING DIRECTOR DIRECTOR
DIN: 00307829 DIN: 02144736
DATE: 08 AUGUST, 2025
PLACE: BANGALORE
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