Your Directors have pleasure in presenting the 14th Annual report of your Company along with theaudited financial statements, for the financial year ended March 31, 2024.
(Amount in Rs.)
Particulars
Standalone
F.Y. 2023-24
F.Y. 2022-23
Revenue from operations
753,006,762
84,48,19,236
Other Income
10,782,795
22,78,284
Total Income
763,789,557
84,70,97,521
Operating expenditure before Finance cost,depreciation and amortization
75,36,71,921
82,77,86,635
Earnings before Finance cost, depreciation andamortization (EBITDA)
1,01,17,636
1,93,10,885
Less: Finance costs
97,03,871
1,61,54,293
Depreciation and amortization expense
18,26,591
23,77,087
Profit before tax
27,41,406
7,79,506
Less: Tax expense
6,43,196
4,90,688
Profit for the year (PAT)
20,98,210
2,88,818
The total income of the Company for the year ended March 31, 2024 was 763,789,557/- as againstthe total income of Rs. 84,70,97,521/- for the previous year ended March 31, 2023.
The Company has earned a Net Profit after Tax of Rs. 20,98,210/- for the year under review ascompared to Net Profit of Rs. 2,88,818 in the previous year.
With a view to conserve the resources of company for future growth, the Board of Directors do notrecommend any Dividend for the Financial Year 2023-24.
Pursuant to the provisions of Sections 124 and 125 of the Act, there is no amount of Dividendremaining unclaimed/unpaid for a period of 7 (seven) years and/or unclaimed Equity Shares whichare required to be transferred to the Investor Education and Protection Fund (IEPF).
During the year under review this item is explained under the head "Reserve & surplus" forming partof the Balance Sheet, as mentioned in the Note no. 12 of significant accounting policies and notesforming part of the financial statements.
During the financial year under review, there has been no change in the nature of business of theCompany.
The authorized share capital of the company at the end of the financial year is Rs.49,25,00,000/-divided into 9,85,00,000 equity shares of Rs.5 each.
The present Issue, Subscribed & Paid-up Capital of the Company is Rs. 27,29,40,415/- divided into5,45,88,083 equity shares of Rs. 5 each.
The Constitution of the Board of Directors and other disclosure related to the Board of Directors aregiven in the Report on Corporate Governance.
Regular meetings of the Board are held at least once in 120 days, inter-alia, to review the quarterlyresults of the Company. Additional Board meetings are convened, as and when required, to discussand decide on various business policies, strategies and other businesses. The Board meetings aregenerally held at registered office of the Company.
During the year under review, Board of Directors of the Company met 09 (Nine) times, viz May 5,2023, May 16, 2023, July 8, 2023, July 10, 2023, September 11, 2023, September 14, 2023, October13, 2023, January 9, 2024, February 12, 2024.The details of attendance of each Director at the BoardMeetings and Annual General Meeting are given in the Report on Corporate Governance.
In terms of Section 149 of the Companies Act, 2013 and rules made there under and ListingRegulations, the Company has three Non-Executive Independent Directors. In the opinion of theBoard of Directors, all three Independent Directors of the Company meet all the criteria mandatedby Section 149 of the Companies Act, 2013 and rules made there under and Listing Regulations andthey are Independent of Management.
A separate meeting of Independent Directors was held on March 15, 2024 to review theperformance of Non-Independent Directors and Board as whole and performance of Chairperson ofthe Company including assessment of quality, quantity and timeliness of flow of informationbetween Company management and Board that is necessary for the board of directors to effectivelyand reasonably perform their duties.
The terms and conditions of appointment of Independent Directors and Code for IndependentDirector are incorporated on the website of the Company at www.galaglobalhub.com.
The Company has received a declaration from the Independent Directors of the Company underSection 149(7) of Companies Act, 2013 and 16(1) (b) of Listing Regulations confirming that they meetcriteria of Independence as per relevant provisions of Companies Act, 2013 for financial year 2022¬23. The Board of Directors of the Company has taken on record the said declarations andconfirmation as submitted by the Independent Directors after undertaking due assessment of theveracity of the same. In the opinion of the Board, they fulfill the conditions for re-appointment asIndependent Directors and are independent of the Management.
Following Independent Directors have resigned during the year:
Sr. No.
Name
Designation
Date of Resignation
1
Mr. Vyomesh VagneshbhaiVaishnav
Non - Executive -Independent Director
July 18, 2023
The Board of Directors has appointed Ms. Chhayaben Chandulal Mulani as Company Secretary andCompliance officer of the Company (w.e.f. 9th March, 2023) and she has resigned from the said postas on July 1, 2024.
The Board of Directors has appointed Mrs. Vandana Arun Baldi as Company Secretary andCompliance officer of the Company (w.e.f. September 18, 2024)
In terms of the requirement of the Act and the Listing Regulations, an annual performanceevaluation of the Board is undertaken where the Board formally assesses its own performance withthe aim to improve the effectiveness of the Board and the Committees. During the year underreview, the Board has carried out an annual evaluation of its own performance, performance of the
Directors, as well as the evaluation of the working of its committees. The exercise was led by theChairman of the NRC along with the Chairman of Board.
The NRC has defined the evaluation criteria, procedure and time schedule for the PerformanceEvaluation process for the Board, its Committees and Directors. The criteria for Evaluation of Board,Individual Directors and Committees are included in Report on Corporate Governance which is thepart of this report.
Pursuant to section 134(5) of the Companies Act, 2013, the board of directors, to the best of theirknowledge and ability, confirm that:
a) In preparation of annual accounts for the year ended March 31, 2023, the applicable accountingstandards have been followed and that no material departures have been made from the same;
b) The Directors had selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair view ofthe state of affairs of the Company at the end of the financial year and of the profit or loss of theCompany for that year;
c) The Directors had taken proper and sufficient care for the maintenance of adequate accountingrecords in accordance with the provisions of the Companies Act, 2013, for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;
d) The Directors had prepared the annual accounts for the year ended March 31, 2023 on goingconcern basis.
e) The Directors had laid down the internal financial controls to be followed by the Company andthat 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 allapplicable laws and that such systems were adequate and operating effectively.
There are currently three Committees of the Board, as follows:
1. Audit Committee
2. Nomination and Remuneration Committee
3. Stakeholder's Relationship Committee
Details of all the Committees along with their composition and meetings held during the year areprovided in the "Report on Corporate Governance", a part of this Annual Report.
The Company has established a vigil mechanism for directors and employees to report concernsabout unethical behavior, actual or suspected fraud or violation of the Company's Code of Conductor ethic policy. The said mechanism also provides for adequate safeguards against victimization ofdirector(s)/Employee(s) who avail of the mechanism and also provide for direct access to theChairman of the Audit Committee in exceptional cases. The details of establishment of suchmechanism have been disclosed in the Board's Report. Further, the Policy on Vigil Mechanism isavailable on the website of the Company at www.galaglobalhub.com.
Nomination and Remuneration Policy in the Company is designed to create a high-performanceculture. It enables the Company to attract motivated and retained manpower in competitive market,and to harmonize the aspirations of human resources consistent with the goals of the Company. TheCompany pays remuneration by way of salary to its Executive Directors and Key ManagerialPersonnel.
The Nomination and Remuneration Policy, as adopted by the Board of Directors, is placed on thewebsite of the Company at www.galaglobalhub.com.
The details of remuneration/sitting fees paid during the financial year 2023-24 to ExecutiveDirectors/Directors of the Company is provided in Form MGT-7 and Report on CorporateGovernance which are the part of this report.
The statement containing particulars of employees as required under Section 197 (12) of theCompanies Act, 2013 read with Rule 5 (2) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules, 2014 forms part of this Report as Annexure - A.
The statement containing employees in terms of remuneration drawn and the particulars ofemployees as required under Section 197(12) of the Act read with Rule 5(2) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separateannexure forming part of this report. Further, the report and the accounts are being sent tomembers excluding this annexure. In terms of Section 136 of the Act, the said annexure will be forinspection. Any shareholder interested in obtaining a copy of the same may write to CompanySecretary.
The Company have no any Subsidiary/Joint Ventures/Associate Companies. Hence provisions ofSection 129 (3) of the Companies Act, 2013, a statement containing salient features of the financialstatements of the subsidiary companies in Form AOC 1 is not required to be annexed to this Report.
The Company has not accepted any deposits from Shareholders and Public falling within the ambit ofSection 73 of the Companies Act, 2013 and rules made there under. There were no deposits, whichwere claimed and remained unpaid by the Company as on March 31, 2024.
Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of theCompanies Act, 2013 are given in the notes to the Financial Statement for the year ended on March31, 2024.
The Extract of Annual Return of the company as on March 31, 2024 is available on the company'swebsite and can be accessed at https://www.galaglobalhub.com/
All Related Party Transactions are placed before the Audit Committee for review and approval. Priorapproval is obtained for Related Party Transactions on a quarterly basis for transactions which are ofrepetitive nature and/or entered in the Ordinary Course of Business and are at Arm's Length. AllRelated Party Transactions are subjected to independent review by a reputed accounting firm toestablish compliance with the requirements of Related Party Transactions under the Companies Act,2013, and Listing Regulations. There was no contracts, arrangements or transactions which wasexecuted not in ordinary course of business and/or at arm's length basis. Further, there were norelated party transactions with the Company's Promoters, Directors, Management or their relatives,which could have had a potential conflict with the interests of the Company.
All related party transactions that were entered into during the financial year were on an arm'slength basis and were in the ordinary course of business. There were materially significant relatedparty transactions i.e. transactions exceeding 10% of the annual consolidated turnover as per thelast audited financial statement made by the Company which may have a potential conflict with theinterest of the Company at large and thus disclosure in Form AOC-2 is required which is attachedherewith Annexure I. The Board has formulated Policy on Related Party Transactions.
Members may refer to the notes to the accounts for details of related party transactions entered asper Indian Accounting Standard - 24. The Board of Directors of the Company has, on therecommendation of the Audit Committee, adopted a policy to regulate transactions Company and itsRelated Parties, in compliance with the applicable provisions of the Companies Act 2013, the Rulesthere under and the SEBI LODR Regulations.
In line with the requirements of the Companies Act, 2013 and the Listing Regulations, your Companyhas formulated a Policy on Related Party Transactions. The Policy on Materiality of and dealing withRelated Party Transactions as approved by the Board is uploaded on the Company's websitewww.galaglobalhub.com. The Policy intends to ensure that proper reporting, approval anddisclosure processes are in place for all transactions between the Company and Related Parties.
Though the various risks associated with the business cannot be eliminated completely, all effortsare made to minimize the impact of such risks on the operations of the Company. Necessary internalcontrol systems are also put in place by the Company on various activities across the board to ensurethat business operations are directed towards attaining the stated organizational objectives withoptimum utilization of the resources. Apart from these internal control procedures, a well-definedand established system of internal audit is in operation to independently review and strengthenthese control measures, which is carried out by a reputed firm of Chartered Accountants. The auditis based on an internal audit plan, which is reviewed each year in consultation with the statutoryauditor of the Company and the audit committee. The conduct of internal audit is oriented towardsthe review of internal controls and risks in its operations.
M/s. H K Shah & Company, Chartered Accountants (FRN: 109583W), the statutory auditors of theCompany have audited the financial statements included in this annual report and has issued areport annexed to the Audit Report of the Company on our internal control over financial reporting(as defined in section 143 of Companies Act, 2013).
The audit committee reviews reports submitted by the management and audit reports submitted byinternal auditors and statutory auditor. Suggestions for improvement are considered and the auditcommittee follows up on corrective action. The audit committee also meets the statutory auditors ofthe Company to ascertain, inter alia, their views on the adequacy of internal control systems andkeeps the board of directors informed of its major- observations periodically. Based on its evaluation(as defined in section 177 of Companies Act 2013), our audit committee has concluded that, as of31stMarch, 2024, our internal financial controls were adequate and operating effectively.
There are no material changes and commitments, affecting the financial position of the Company,have occurred between the ends of financial year of the Company i.e. 31st March, 2024 to the date ofthis Report.
To foster a positive workplace environment, free from harassment of any nature, we haveinstitutionalized the Anti-Sexual Harassment Initiative (ASHI) framework, through which we addresscomplaints of sexual harassment at the all workplaces of the Company. Our policy assures discretionand guarantees non-retaliation to complainants. We follow a gender-neutral approach in handlingcomplaints of sexual harassment and we are compliant with the law of the land where we operate.The Company has setup an Internal Complaints Committee (ICC) for redressal of Complaints.
During the financial year 2023-2024, the Company has received nil complaints on sexual harassment.
Pursuant to Section 135 of Companies Act, 2013, the Company does not require to constituteCorporate Social Responsibility Committee ("the CSR Committee").
RISK MANAGEMENT:
Business risk evaluation and management is an ongoing process within the Company. During theyear under review, the Management reviewed the risk management and minimization procedureadopted by the Company covering the business operations of the Company.
ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO:
A. Conservation of energy -
i. ) The steps taken or impact on conservation of energy: Company ensures that the operations are
conducted in the manner whereby optimum utilization and maximum possible savings of energyis achieved.
ii. ) The steps taken by the Company for utilizing alternate sources of energy: No alternate source
has been adopted.
iii. ) The capital investment on energy conservation equipment: No specific investment has been
made in reduction in energy consumption.
B. Technology absorption -
i. ) The effort made towards technology absorption: Not Applicable.
ii. ) The benefit derived like product improvement, cost reduction, product development or import
substitution: Not Applicable
iii. ) in case of imported technology (imported during the last three years reckoned from the
beginning of the financial year) -
a. The details of technology imported: Nil.
b. The year of import: Not Applicable.
c. Whether the technology has been fully absorbed: Not Applicable.
d. If not fully absorbed, areas where absorption has not taken place, and the reasons thereof:
Not Applicable.
iv. ) The expenditure incurred on Research and Development: Nil
C. Foreign Exchange Earnings & Expenditure:
i. ) Details of Foreign Exchange Earnings: Nil
ii. ) Details of Foreign Exchange Expenditure: Nil
INTERNAL AUDIT & CONTROL:
Your Company is in process to appoint a suitable and qualified person as its Internal Auditor. Ascompany needs an internal Auditor who will take care of the internal audit and controls, systemsand processes in the Company. Meanwhile your Company has in place adequate internal financialcontrols with reference to the Financial Statements commensurate with the size, scale andcomplexity of its operations.
REPORTING OF FRAUD:
The Auditors of the Company have not reported any fraud as specified under Section 143(12) of theCompanies Act, 2013.
Your Company strives to incorporate the appropriate standards for corporate governance. Asstipulated in Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,2015, Report on Corporate Governance and Certificate of the Practicing Company Secretary withregards to compliance with the conditions of Corporate Governance is annexed to the Board'sReport as Annexure - B and Annexure - H.
The Company has appointed M/s. H K Shah & Co. (FRN: 109583W), Chartered Accountants,Ahmedabad as a Statutory Auditors of the Company for a term of five years. (W.e.f. 30th July, 2022).
The Report given by the Auditors on the financial statement of the Company is part of this AnnualReport. The Auditors have given Qualified Opinion in their Report. Replies to the observations bythe Statutory Auditors in their Report are given by way of an addendum to this Report as Annexure-C.
Since the company is not falling under prescribed class of Companies, our Company is not requiredto maintain cost record.
The Company has appointed M/s. Deepti & Associates, Practicing Company Secretary, to conductthe secretarial audit of the Company for the financial year 2023-24, as required under Section 204 ofthe Companies Act, 2013 and Rules there under. The Secretarial Audit Report for the financial year2023-24 is annexed to this report as an Annexure - D.
The applicable Secretarial Standards, i.e., SS-1 and SS-2, relating to 'Meetings of the Board ofDirectors' and 'General Meetings', respectively, have been duly complied by your Company.
Management Discussion and Analysis Report for the year under review, as stipulated under ScheduleV of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is presented in aseparate section forming part of this Annual Report.
Your Directors state that the Company has made disclosures in this report for the items prescribed insection 134 (3) of the Act and Rule 8 of The Companies (Accounts) Rules, 2014 and other applicableprovisions of the act and listing regulations, to the extent the transactions took place on those itemsduring the year. Your directors further state that no disclosure or reporting is required in respect ofthe following items as there were no transactions on these items during the year under review orthey are not applicable to the Company;
(i) Details relating to deposits covered under Chapter V of the Act;
(ii) Issue of Equity Shares with differential rights as to dividend, voting or otherwise;
(iii) Issue of shares (including sweat equity shares) to employees of the Company under any schemesave and ESOS;
(iv) There is no revision in the Board Report or Financial Statement;
(v) No significant or material orders were passed by the Regulators or Courts or Tribunals whichimpact the going concern status and Company's operations in future;
Your director's wish to place on record their sincere appreciation for significant contributions madeby the employees at all levels through their dedication, hard work and commitment during the yearunder review.
The Board places on record its appreciation for the support and co-operation your Company hasbeen receiving from its suppliers, distributors, retailers, business partners and others associated withit as its trading partners. Your Company looks upon them as partners in its progress and has sharedwith them the rewards of growth. It will be your Company's Endeavour to build and nurture stronglinks with the trade based on mutuality of benefits, respect for and co-operation with each other,consistent with consumer interests.
Your directors also take this opportunity to thank all Shareholders, Clients, Vendors, Banks,Government and Regulatory Authorities and Stock Exchanges, for their continued support.
Registered office: For and on behalf of Board of Directors
B-1, laxmi com. Co.op. Estate, GALA GLOBAL PRODUCTS LIMITED
b/h old navneet CIN:L29109GJ2010PLC063243
press,sukhramnagar
ahmedabad gj 380021
Sd/- Sd/-
Date: 06/09/2024 Prahlad Agarwal Alpa Pandya
Place: Ahmedabad Managing Director Director
DIN:09851691 DIN:07013011