Mar 31, 2025
Your directors'' take pleasure in presenting their Ninth Annual Report on the Business and Operations of the
Company and the Accounts for the Financial Year ended 31st March, 2025 (period under review).
The summary of Consolidated and Standalone Financial highlights for the Financial Year ended March 31,
2025 and previous Financial Year ended March 31, 2024 is given below:
|
Particulars |
March 31, 2025 |
March 31, 2024 |
|
Total Income |
28,64,85,367 |
24,68,36,991 |
|
Less: Expenditure |
25,46,72,595 |
21,76,23,921 |
|
Profit before Tax |
3,18,12,772 |
2,92,13,070 |
|
Provision for Taxation |
81,61,644 |
86,07,601 |
|
Profit after Tax before considering Associate Share of profit |
2,36,51,128 |
2,06,05,469 |
|
Profit from associates |
-14,55,302 |
- |
|
Profit after tax after considering Associate share of profit |
2,21,95,826 |
2,06,05,469 |
|
Total Profit/Loss for the year attributable to: |
||
|
Owners of the Company |
1,91,97,931.65 |
1,70,79,930 |
|
Non-Controlling Interests |
29,97,893.90 |
35,25,530 |
|
Earning Per Share (Face Value of ^1) |
||
|
(1) Basic |
0.18 |
0.19 |
|
(2) Diluted |
0.18 |
0.19 |
Standalone Financial Performance
|
Particulars |
March 31, 2025 |
March 31, 2024 |
|
Total Income |
6,80,14,601.46 |
3,79,50,013.64 |
|
Less: Expenditure |
5,02,26,695.48 |
2,28,66,143 |
|
Profit before Tax |
1,77,87,905.98 |
1,50,83,871 |
|
Provision for Taxation |
45,94,439.34 |
43,87,985 |
|
Profit after Tax |
1,31,93,466.64 |
1,06,95,886 |
|
Earnings Per Share (Face Value of ^10) |
||
|
Basic |
0.09 |
0.07 |
|
Diluted |
0.09 |
0.07 |
The Total Income of the Company stood at Rs. 6,80,14,601.46 for the year ended March 31, 2025 as against
Rs. 3,79,50,013.64 in the previous year. The Company made a Net Profit of Rs. 1,31,93,466.64 for the year
ended March 31, 2025 as compared to the Net Profit of Rs. 1,06,95,886 in the previous year.
The Consolidated Total Income was at Rs. 28,64,85,367 for the financial year ended March 31, 2025 as against
Rs. 24,68,36,991 during the previous financial year. Consolidated Net Profit was at Rs. 2,36,51,128 for the
year ended March 31, 2025 as compared to Rs. 2,06,05,469 in the previous year.
The Consolidated Financials reflect the cumulative performance of the Company together with its subsidiaries.
Detailed description about the business carried on by these entities including the Company is contained in the
Management Discussion and Analysis report forming part of this Annual Report.
The Company is not required to formulate a Dividend Distribution Policy, as per SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 and to conserve resources, the Directors do not
recommend any dividend for the year ended March 31, 2025.
During the Financial Year 2024-25, no amount was transferred from Profit & Loss A/c to reserves of the
Company.
Information on the operations and financial performance, among others for the period under review, is
given in the Management Discussion and Analysis Report which is annexed to this Report and is in
accordance with the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.
Capital Structure of the Company as on 31.03.2025 is as follows: -
The Authorized Share Capital of the Company is ^ 15,00,00,000 (Rupees Fifteen Crore) divided into
14,90,11,330 (Fourteen Crores Ninety Lakhs Eleven Thousand Three Hundred and Thirty) Equity Shares
of ^10/- each.
The Issued, subscribed and Paid up Share Capital of the Company is ^ 14,90,11,330 (Fourteen Crores
Ninety Lakhs Eleven Thousand Three Hundred and Thirty) divided into 14,90,11,330 (Fourteen Crores
Ninety Lakhs Eleven Thousand Three Hundred and Thirty) Equity Shares of ^ 1/- each.
During the year under review the Company has not issued any shares. The Company has not issued any
shares with differential voting rights or sweat equity or granted stock options.
The current Management of the Company is as follows:
|
Sr. No. |
Name |
DIN/PAN |
Designation |
|
1. |
Mr. Krishna Shyam |
03578448 |
Independent Director |
|
2. |
Ms. Nilam Avinash |
08196604 |
Independent Director and Chairperson |
|
3. |
Mr. Vipul Dileep Lathi |
05173313 |
Non-Executive Director and Chief Financial Officer |
|
4. |
Mr. Vighnesh Arun |
09583665 |
Executive Director |
|
5. |
Mr. Rohit Shambhulal |
09583666 |
Executive Director |
|
6. |
Mr. Laxmikant Dasrao |
06471704 |
Independent Director |
|
7. |
Mr. Sandeep Balasaheb |
06393282 |
Executive Director |
|
8. |
Mrs. Charushila Vipul |
07777751 |
Executive Director |
|
9. |
Mr. Vishal Vinod |
CMYPS6034G |
Chief Executive Officer |
|
10. |
Ms. Pooja Pavan Rathi** |
AHEPT9908R |
Company Secretary and Compliance Officer |
|
11. |
Ms. Aishwarya Jayanta |
HXUPS5759A |
Company Secretary and Compliance Officer |
* Mrs. Charushila Vipul Lathi was appointed as an Additional Executive Director w.e.f. January 28, 2025 and her
appointment was regularized through Postal Ballot dated 05th March, 2025.
** Ms. Pooja Pavan Rathi was appointed as Company Secretary and Compliance Officer w.e.f. December 12,
2024.
*** Ms. Aishwarya Jayanta Sheth resigned as Company Secretary and Compliance Officer w.e.f. December
12, 2024.
(A) Appointment:
During the year, the following Directors and Key Managerial Personnel were appointed / re- designated in the
Company:
Mrs. Charushila Vipul Lathi was appointed as Executive Director w.e.f. January 28, 2025.
Ms. Pooja Pavan Rathi was appointed as Company Secretary w.e.f. December 12, 2024.
(B) Cessation:
During the year, the following Directors and Key Managerial Personnel resigned from the Company:
Ms. Aishwarya Jayanta Sheth resigned as Company Secretary w.e.f. December 12, 2024.
There was no change in the nature of business of your Company, during the Financial Year 2024-25.
During the year, 13 (Thirteen) Board Meetings were convened and duly held, the details of which are
given in the Corporate Governance Report, which forms part of this report. The intervening gap between
the Meetings was within the period prescribed under the Companies Act, 2013.
The Audit Committee comprises of, Mr. Krishna Shyam Sunder Rathi (Chairman), Mr. Vipul Dileep Lathi
(Member) and Mrs. Nilam Avinash Ghundiyal (Member). Powers and role of the Audit Committee are
included in the Corporate Governance Report. All the recommendations made by the Audit Committee
were accepted by the Board of Directors.
The Nomination and Remuneration Committee comprises of, Mr. Krishna Shyam Sunder Rathi (Chairman),
Mr. Vipul Dileep Lathi (Member) and Mrs. Nilam Avinash Ghundiyal (Member). Powers and role of the
Nomination and Remuneration Committee are included in the Corporate Governance Report.
The stakeholders Relationship Committee comprises of, Mrs. Nilam Avinash Ghundiyal (Chairman), Mr.
Krishna Shyam Sunder Rathi (Member) and Mr. Vipul Dileep Lathi (Member). Powers and role of the
Stakeholders Relationship Committee are included in the Corporate Governance Report.
Your Board has devised an Evaluation Policy for evaluating the performance of the Board, its
Committees, Executive Directors, Independent Directors. Based on the same, the performance was
evaluated for the financial year ended March 31, 2025. As part of the evaluation process, the performance
of Non- Independent Directors, the Chairman and the Board was conducted by the Independent
Directors. The performance evaluation of the respective Committees and that of Independent and Non¬
Independent Directors was done by the Board excluding the Director being evaluated.
The policy inter alia provides the criteria for performance evaluation such as Board effectiveness, quality
of discussion, contribution at the meetings, business acumen, strategic thinking, time commitment and
relationship with the stakeholders, corporate governance practices, contribution of the committees to
the Board in discharging its functions etc.
The Board carried out formal annual evaluation of its own performance and that of its committees viz.,
the Audit Committee, Stakeholders'' Relationship Committee (SRC), Nomination and Remuneration
Committee (NRC). The Board also carried out the performance evaluation of all the individual Directors
including the Chairman of the Company. Additionally, NRC also carried out the evaluation of the
performance of all the individual Directors and Chairman of the Company. The performance evaluation
was carried out by way of obtaining feedback from the Directors through a structured questionnaire
prepared in accordance with the policy adopted by the Board and after taking into consideration the
Guidance Note on Board Evaluation issued by Securities and Exchange Board of India.
The feedback received from the Directors through the above questionnaire was reviewed by the
Chairman of the Board and the Chairman of the NRC and then discussed the same at the meetings of the
Board and NRC respectively. The performance evaluation of the Chairman, Whole Time Director and the
Board as a whole was carried out by the Independent Directors at their separate meeting.
All Independent Directors of the Company have given requisite declarations under Section 149(7) of the
Act, that they meet the criteria of independence as laid down under Section 149(6) of the Act along-with
Rules framed thereunder, Regulation 16(1)(b) of SEBI, LODR and have complied with the Code of Conduct
of the Company as applicable to the Board of Directors and Senior Managers.
In the opinion of the Board, the Independent Directors possess the requisite expertise and experience and
are persons of high integrity and repute. They fulfill the conditions specified in the Act as well as the
Rules made thereunder and are independent of the management.
As stipulated by the Code of Independent Directors under the Companies Act 2013 a separate meeting
of the Independent Directors of the Company was held on Saturday, 29th March, 2025 to review the
performance of Non-Independent Directors (including the Chairman) and the entire Board. The
Independent Directors also reviewed the quality content and timeliness of the flow of information
between the Management and the Board and its Committees which is necessary to effectively and
reasonably perform and discharge their duties.
Every Independent Director is briefed about the history of the Company, its policies, customers,
Company''s strategy, operations, organisation structure, human resources, technologies, facilities and
risk management. Projects/Site visits are also arranged for the Directors who wish to familiarize
themselves with the processes and operations of the Company.
The Independent Directors are briefed on their role, responsibilities, duties and are kept updated on the
various regulatory and legislative changes that may occur from time to time affecting the operations of
the Company. The Independent Directors are also briefed on the various policies of the Company like
the code of conduct for directors and senior management personnel, policy on related party
transactions, policy on material subsidiaries, whistle blower policy and corporate social responsibility
policy and other policies adopted by the Company. The details of familiarization programme conducted
for the independent directors is disclosed in the website of the Company at www.galacticocorp.com.
The policy of the company on Director''s appointment and remuneration including criteria for
determining qualification, positive attributes, independence of Director and other matters provided
under Sub - section (3) 178, is explained in the corporate governance report.
As required pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies
(Management and Administration) Rules, 2014, an extract of Annual Return in MGT-9 is displayed on
website of Company www.galacticocorp.com.
The Company has framed a Nomination and Remuneration Policy pursuant to Section 178 of the
Companies Act, 2013 and SEBI (LODR) Regulations, 2015. The Policy is displayed on website of Company
www.galacticocorp.com.
At the 09th AGM held on September 27, 2024, the Members approved the appointment of M/s. S.
H. Dama & Associates (Chartered Accountants) FRN: 125932W as Statutory Auditors of the
Company to hold office for a period of five years from the conclusion of 09th AGM till the conclusion
of the 14th AGM to be held in the year 2029.
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed
Akshay R. Birla and Associates, Company Secretaries in Practice (CP No.25084), to undertake the
Secretarial Audit of the Company for the F.Y. 2024-25. The Secretarial Audit Report for F.Y. 2024-25 is
annexed herewith as "Annexure III".
Your Company is principally engaged into Merchant Banking. Therefore, the provisions of Section 148
of the Companies Act, 2013 are not applicable to the Company.
Pursuant to Section 138 of the Companies Act 2013 read with the Companies (Accounts) Rules
2014(as amended) the Board of Directors on the recommendations of the Audit Committee of the
Company has appointed M/s BKSK & Associates, Chartered Accountants, as an internal Auditor of the
company for FY 2024-25.
The Internal Audit Finding/s and Report/s submitted by the said Internal Auditors during the financial
year to the Audit Committee and Board of Directors of the Company do not contain any adverse
remarks and qualifications hence do not call for any further explanation/s by the Company.
The Auditor''s Report does not contain any qualifications, reservations or adverse remarks. Report of
the Secretarial Auditor is given as an Annexure III, which forms part of this report.
In pursuance of the provisions of Section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for
Directors and Employees to report genuine concerns has been established and revised in the Board
Meeting of the Company conducted on 18th February, 2023. The Vigil Mechanism Policy has been
uploaded on the website of the Company www.galacticocorp.com
Pursuant to provisions of Section 138 read with rules made there under, the Board has appointed M/S.
BKSK and Associates, Chartered Accountants, as an Internal Auditors of the Company to check the
internal controls and functioning of the activities and recommend ways of improvement. The Internal
Audit is carried out quarterly basis; the report is placed in the Audit Committee Meeting and the Board
Meeting for their consideration and direction.
The Internal Financial Controls with reference to financial statements as designed and implemented by
the Company are adequate. During the year under review, no material or serious observation has been
received from the Internal Auditors of the Company for inefficiency or inadequacy of such controls.
The Company was not required to maintain Cost Records, hence the provisions of Section 148 of the
Companies Act, 2013 are not applicable to the Company.
Your Company has, on a continuous basis, been reviewing and streamlining its various operational and
business risks involved in its business as part of its risk management policy. Your Company also takes all
efforts to train its employees from time to time to handle and minimize these risks. Your Company has a
Risk Management Policy which is displayed on the website www.galacticocorp.com.
The Company has formulated a Policy pursuant to Regulation 9 of the Securities Exchange Board of India
(Listing obligations and Disclosure Requirements) Regulations, 2015 ("Regulations") on Preservation of
the Documents to ensure safekeeping of the records and safeguard the Documents from getting
manhandled, while at the same time avoiding superfluous inventory of Documents.
The Policy is framed in accordance with the requirements of the Regulation 30 of Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Regulations). The
objective of the Policy is to determine materiality of events or information of the Company and to ensure
that such information is adequately disseminated in pursuance with the Regulations and to provide an
overall governance framework for such determination of materiality.
Galactico Corporate Services Limited continues to be listed on BSE Limited. On April 7, 2022 Company
migrated to Main Board from SME Platform of BSE. It has paid the Annual Listing Fees for the year 2024¬
25 to BSE Limited.
As on March 31, 2025, your Company has four subsidiaries -
- Seven Hills Beverages Limited
- Palwe Pest Control Private Limited
- Instant Finserve Private Limited
on a fully diluted basis. The Company incorporated Wholly Owned Subsidiary viz. Galactico Visionary
Consulting Limited on April 16, 2025.
During FY 2024-2025, Debentures of Rs. 55,00,000 (5,50,000 debentures of Rs. 10 each) held by Company
were transferred to Mrs. Charushila Vipul Lathi. As a result, Beembox Technologies Private Limited ceased
to become subsidiary of Company.
The Annual Accounts of the above referred subsidiaries shall be made available to the shareholders of
the Company and of the subsidiary company on request and will also be kept open for inspection at the
Registered Office of the Company and of the subsidiary companies during the office hours on all working
days and during the Annual General Meeting. Company''s Consolidated Financial Statements included in
this Annual Report incorporates the accounts of its subsidiaries prepared as per Indian Accounting
Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules,
2014. Pursuant to the provisions of Section 129(3) of the Act, a statement containing the salient
features of financial statements of the Company''s subsidiaries in Form AOC-1 is attached to the financial
statements of the Company as "Annexure I".
The Company is fully compliant with the applicable Secretarial Standards (SS) viz. SS-1 & SS-2 on
Meetings of the Board of Directors and General Meetings respectively.
Particulars of Conservation of Energy are not given as the Company is not covered by the Schedule of Industries
which requires furnishing of information in Form A of total consumption of energy & per unit of consumption.
a) Steps taken or impact on conservation of energy: NIL
b) The Step taken by the Company for utilizing alternate sources of energy: NIL
c) The Capital investment on energy conservation equipment: NIL
There were no foreign exchange earnings or outgo during the year under review.
The Directors hereby confirm that the Company is in full compliance with the provisions of the Maternity
Benefit Act, 1961 and affirm that
i. the Company provides maternity leave in accordance with the requirements of the Act;
ii. all necessary facilities and entitlements mandated by the law are extended to women
employees;
iii. no discriminatory practices are adopted against women employees on account of
maternity or child birth
Particulars of loans given, investments made, guarantees given under Section 186 of the Companies Act,
2013 are provided in the financial statements of the Company.
All contracts / arrangements / transactions with related parties referred to under Section 188 of the
Companies Act, 2013 entered by the Company during the financial year were in the ordinary course of
business and on an arm''s length basis and details has been disclosed in AOC - 2 attached herewith. All
related party transactions are placed before the Audit Committee and Board for review and approval, if
required. The details of the related party transactions as required under are set out in Notes to the
financial statements forming part of this Annual Report. Annexure II
In view of the SEBI (Prohibition of Insider Trading) Regulation 2015 the Company has adopted a Code of
Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors
and designated employees of the Company.
The objective of this Code is to protect the interest of shareholders at large, to prevent misuse of any
price sensitive information and to prevent any insider trading activity by dealing in shares of the Company
by its Directors, designated employees and other employees. The Company also adopts the concept of
Trading Window Closure, to prevent its Directors, Officers, designated employees and other employees
from trading in the securities of Galactico Corporate Services Limited at the time when there is
unpublished price sensitive information.
The Company has been availing secured loans, overdraft facilities and bank guarantee facilities from HDFC
Bank Limited, from time to time for the business requirements.
During the financial year 2024-25 ended 31st March 2025 under review there were no amount/s which is
required to be transferred to the Investor Education and Protection Fund by the Company. As such no
specific details are required to be given or provided.
Your Company did not accept / hold any deposits from public / shareholders during the year under review.
There were no material changes affecting the financial position of the Company, after the close of the FY
2024- 25 till the date of this Report.
There are no significant and material orders passed by the Regulators or Courts or Tribunals impacting
the going concern status and Company''s operations in future.
In accordance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 and rules made there under, the Company has framed and adopted the policy for
Prevention of Sexual Harassment at Workplace and the same is displayed on the website of the Company
www.galacticocorp.com. Company was not in receipt of any complaint of sexual harassment.
|
Sr. No |
Particulars |
No. |
|
1 |
Number of complaints on sexual harassment received |
Nil |
|
2 |
Number of complaints disposed of during the year |
Not Applicable |
|
3 |
Number of cases pending for more than 90 days |
Not Applicable |
|
4 |
Nature of action taken by the employer or district officer |
Not Applicable |
The relationship with the staff and workers continued to be cordial during the entire year. The Directors
wish to place on record their appreciation of the valuable work done and co-operation extended by
them at all levels. Further, the Company is taking necessary steps to recruit the required personnel from
time to time.
The Company has appointed Bigshare Services Private Limited as its Registrar and Share Transfer Agent.
The Corporate Office of Bigshare Services Private Limited situated at Office No S6-2, 6th floor Pinnacle
Business Park, Next to Ahura Centre, Mahakali Caves Road, Andheri (East) Mumbai - 400093, India.
The Management Discussion and Analysis forms part of this Annual report is annexed as Annexure X.
There was no occasion wherein the equity shares of the Company have been suspended for trading
during the FY 2024-2025.
Your Company believes that, its members are among its most important stakeholders. Accordingly, your
Company''s operations are committed to the pursuit of achieving high levels of operating performance
and cost competitiveness, consolidating and building or growth, enhancing the productive asset and
resource base and nurturing overall corporate reputation.
Your Company is also committed to creating value for its other stakeholders by ensuring that its
corporate actions positively impact the socioeconomic and environmental dimensions and contribute to
sustainable growth and development.
Your Company considers people as its biggest assets and ''Believing in People'' is at the heart of its human
resource strategy. It has put concerted efforts in talent management and succession planning practices,
strong performance management and learning and training initiatives to ensure that your Company
consistently develops inspiring, strong and credible leadership.
As per Regulation 34 (3) read with Schedule V of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the report on Corporate Governance during the period under review
with the Certificate issued by M/s. Akshay R. Birla and Associates, Practicing Company Secretaries, on
compliance in this regard forms part of this Annual Report and a certificate regarding compliance with the
conditions of Corporate Governance are appended to the Annual Report as Annexure IV.
The Stock Exchange viz. BSE Limited has imposed fine of Rs. 73,160 on the Company as per Master
Circular No. SEBI/HO/CFD/PoD2/CIR/P/2023/120 dated July 11, 2023 for non-compliance under
regulation 19(1)/19(2) (Constitution of Nomination and Remuneration Committee) of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 for Quarter ended September 2024.
The Company was not required to constitute a Corporate Social Responsibility (CSR) Committee and
spend funds for CSR activities, hence the provisions of Section 135(5) of the Companies Act, 2013 are
not applicable to the Company.
Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge
and ability, confirm that:
i. In the preparation of the annual accounts, the applicable accounting standards have been
followed and there are no material departures.
ii. They have 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 of the Company for that
period.
iii. They have taken proper and sufficient care for the maintenance of adequate accounting records
in accordance with the provisions of the Act for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities.
iv. They have prepared the annual accounts on a going concern basis.
v. They have laid down internal financial controls to be followed by the Company and such internal
financial controls are adequate and operating effectively.
vi. They have devised proper systems to ensure compliance with the provisions of all applicable laws
and that such systems were adequate and operating effectively.
Based on the framework of internal financial controls and compliance systems established and
maintained by the Company, work performed by the internal, statutory and secretarial auditors and
external consultants and the reviews performed by management and the relevant board committees,
including the audit committee, the board is of the opinion that the Company''s internal financial controls
were adequate and effective during the Financial Year 2024-25.
Statements in this Annual Report, particularly those which relate to Management Discussion and Analysis
as explained in the Corporate Governance Report, describing the Company''s objectives, projections,
estimates and expectations may constitute ''forward looking statements'' within the meaning of
applicable laws and regulations. Actual results might differ materially from those either expressed or
implied in the statement depending on the circumstances.
During the financial year under review, there were no proceedings initiated/ pending against the Company
under the Insolvency and Bankruptcy Code, 2016.
53. 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:
During the financial year under, no such event has been occurred. Hence, the disclosure relating to the
same is not applicable to the Company.
54. ACKNOWLEDGEMENTS:
Your Directors would like to express deep sense of appreciation for the assistance and co-operation
received from the Financial Institutions, Banks, Government Authorities and Shareholders and for the
devoted service by the Executives, staff and workers of the Company. The Directors express their
gratitude towards each one of them.
For & on behalf of the Board of Directors of
Galactico Corporate Services Limited
Place: Nashik
Date: September 1, 2025
Sd/- Sd/-
Vipul Dileep Lathi Sandeep Balasaheb Palwe
Director and CFO Director
DIN:05173313 DIN: 06393282
Mar 31, 2024
Your directors'' take pleasure in presenting their Ninth Annual Report on the Business and Operations of the Company and the Accounts for the Financial Year ended 31st March, 2024 (period under review).
1. FINANCIAL PERFORMANCE OF THE COMPANY:
The summary of Consolidated and Standalone Financial highlights for the Financial Year ended March 31, 2024 and previous Financial Year ended March 31, 2023 is given below:
|
Consolidated Financial Performance |
(Rs. In Thousands) |
|
|
Particulars |
March 31, 2024 |
March 31, 2023 |
|
Total Income |
2,46,836.99 |
3,59,667.82 |
|
Less: Expenditure |
2,17,623.91 |
2,36,075.59 |
|
Profit before Tax |
29,213.075 |
1,23,592.22 |
|
Provision for Taxation |
8,607.60 |
26,156.11 |
|
Profit after Tax before considering Associate Share of profit |
20,605.47 |
97,436.10 |
|
Profit from associates |
- |
|
|
Profit after tax after considering Associate share of profit |
20,605.47 |
97,436.10 |
|
Total Profit/Loss for the year attributable to: |
||
|
Owners of the Company |
17,079.93 |
94,965.07 |
|
Non-Controlling Interests |
3,525.53 |
2,471.04 |
|
Earning Per Share (Face Value of ^1) |
||
|
(1) Basic |
0.19 |
0.67 |
|
(2) Diluted |
0.19 |
0.67 |
|
Standalone Financial Performance |
(Rs. In Thousands) |
|
|
Particulars |
March 31, 2024 |
March 31, 2023 |
|
Total Income |
37,950.01 |
42,078.55 |
|
Less: Expenditure |
22,866.14 |
24,086.24 |
|
Profit before Tax |
15,083.87 |
17,992.31 |
|
Provision for Taxation |
4,387.98 |
4,013.88 |
|
Profit after Tax |
10,695.88 |
13,978.42 |
|
Earnings Per Share (Face Value of ^10) |
||
|
Basic |
0.07 |
0.09 |
|
Diluted |
0.07 |
0.09 |
Standalone:
The Total Income of the Company stood at Rs. 37,950.014 thousand for the year ended March 31, 2024 as against Rs. 42,078.556 thousand in the previous year. The Company made a Net Profit of Rs. 10,695.886 thousand for the year ended March 31, 2024 as compared to the Net Profit of Rs. 13,978.426 thousand in the previous year.
Consolidated:
The Consolidated Total Income was at Rs. 2,46,836.991 thousand for the financial year ended March 31, 2024 as against Rs. 3,44,166.890 thousand during the previous financial year. Consolidated Net Profit was at Rs. 20,605.474 thousand for the year ended March 31, 2024 as compared to Rs. 97,436.109 thousand in the previous year.
The Consolidated Financials reflect the cumulative performance of the Company together with its subsidiaries. Detailed description about the business carried on by these entities including the Company is contained in the Management Discussion and Analysis report forming part of this Annual Report.
The Company is not required to formulate a Dividend Distribution Policy, as per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and to conserve resources, the Directors do not recommend any dividend for the year ended March 31, 2024.
During the Financial Year 2023-24, no amount was transferred from Profit & Loss A/c to reserves of the Company.
Information on the operations and financial performance, among others for the period under review, is given in the Management Discussion and Analysis Report which is annexed to this Report and is in accordance with the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.
The current Management of the Company is as follows:
|
Sr. No. |
Name |
DIN/PAN |
Designation |
|
1. |
Mr. Krishna Shyam Sunder Rathi |
03578448 |
Independent Director |
|
2. |
Ms. Nilam Avinash Ghundiyal |
08196604 |
Independent Director |
|
3. |
Mr. Vipul Dileep Lathi |
05173313 |
Non-Executive Director |
|
4. |
Mr. Vipul Dileep Lathi** |
05173313 |
Chief Financial Officer |
|
5. |
Mr. Vighnesh Arun Palkar****** |
09583665 |
Additional Executive Director |
|
6. |
Mr. Rohit Shambhulal Joisar****** |
09583666 |
Additional Executive Director |
|
7. |
Mr. Laxmikant Dasrao Bhakre* |
06471704 |
Independent Director |
|
8. |
Mr. Sandeep Balasaheb Palwe |
06393282 |
Executive Director |
|
9. |
Mr. Nayan Balasaheb Palwe***** |
06393325 |
Non-Executive Director |
|
10. |
Mr. Vishal Vinod Sancheti**** |
CMYPS6034G |
Chief Executive Officer |
|
11. |
Ms. Aishwarya Jayanta Sheth*** |
HXUPS5759A |
Company Secretary and Compliance Officer |
*Mr. Laxmikant Dasrao Bhakre was appointed as Independent Director w.e.f. September 30, 2023.
**Mr. Vipul Dileep Lathi was appointed as Chief Financial Officer w.e.f. March 19, 2024.
***Ms. Aishwarya Jayanta Sheth was appointed as Company Secretary w.e.f. May 8, 2024.
****Mr. Vishal Vinod Sancheti was appointed as Chief Executive Officer w.e.f. August 1, 2024.
*****Mr. Nayan Palwe resigned as Director w.e.f. August 1, 2024.
******Mr. Vighnesh Arun Palkar and Mr. Rohit Shambhulal Joisar was appointed as an Additional Executive Director w.e.f. August 1, 2024.
(A) Appointment:
During the year, the following Directors and Key Managerial Personnel were appointed / re- designated in the Company:
Mr. Laxmikant Dasrao Bhakre was appointed as Independent Director w.e.f. September 30, 2023.
Mr. Vipul Lathi was appointed as Chief Financial Officer w.e.f. March 19, 2024.
Ms. Aishwarya Jayanta Sheth was appointed as a Company Secretary and Compliance Officer w.e.f. May 8, 2024.
Mr. Vishal Sancheti was appointed as Chief Executive Ofiicer w.e.f. August 1, 2024.
Mr. Vighnesh Arun Palkar and Mr. Rohit Shambhulal Joisar was appointed as an Additional Executive Director w.e.f. August 1, 2024.
(B) Cessation:
During the year, the following Directors and Key Managerial Personnel resigned from the Company:
Mr. Vishal Sancheti resigned as Chief Financial Officer and Chief Executive Officer of the Company w.e.f. March 19, 2024.
Ms. Riddhi Bheda resigned as Company Secretary and Compliance Officer w.e.f. April 1, 2024.
Mr. Vipul Lathi conveyed his intention to step down as an Executive Director since he has taken up executive role as the ''Managing Director'' of the Company. However, consented to continue as ''Non-Executive Director'' of the Company w.e.f. August 1, 2024.
Mr. Nayan Palwe resigned as Director w.e.f. August 1, 2024.
There was no change in the nature of business of your Company, during the Financial Year 2023-24.
During the year, 9 (Nine) Board Meetings were convened and duly held, the details of which are given in the Corporate Governance Report, which forms part of this report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.
The Audit Committee comprises of, Mr. Krishna Rathi (Chairman), Mr. Vipul Lathi (Member) and Mrs. Nilam Ghundiyal (Member). Powers and role of the Audit Committee are included in the Corporate Governance Report. All the recommendations made by the Audit Committee were accepted by the Board of Directors.
The Nomination and Remuneration Committee comprises of, Mr. Krishna Rathi (Chairman), Mr. Sandeep Palwe (Member), and Mrs. Nilam Ghundiyal (Member). Powers and role of the Nomination and Remuneration Committee are included in the Corporate Governance Report.
The stakeholders Relationship Committee comprises of, Mrs. Nilam Ghundiyal (Chairman), Mr. Krishna Rathi (Member) and Mr. Sandeep Palwe (Member). Powers and role of the Stakeholders Relationship Committee are included in the Corporate Governance Report.
Your Board has devised an Evaluation Policy for evaluating the performance of the Board, its Committees, Executive Directors, Independent Directors. Based on the same, the performance was evaluated for the financial year ended March 31, 2024. As part of the evaluation process, the performance of Non- Independent Directors, the Chairman and the Board was conducted by the Independent Directors. The performance evaluation of the respective Committees and that of Independent and Non- Independent Directors was done by the Board excluding the Director being evaluated.
The policy inter alia provides the criteria for performance evaluation such as Board effectiveness, quality of discussion, contribution at the meetings, business acumen, strategic thinking, time commitment and relationship with the stakeholders, corporate governance practices, contribution of the committees to the Board in discharging its functions etc.
The Board carried out formal annual evaluation of its own performance and that of its committees viz., the Audit Committee, Stakeholders'' Relationship Committee (SRC), Nomination and Remuneration Committee (NRC). The Board also carried out the performance evaluation of all the individual Directors including the Chairman of the Company. Additionally, NRC also carried out the evaluation of the performance of all the individual Directors and Chairman of the Company. The performance evaluation was carried out by way of obtaining feedback from the Directors through a structured questionnaire prepared in accordance with the policy adopted by the Board and after taking into consideration the Guidance Note on Board Evaluation issued by Securities and Exchange Board of India.
The feedback received from the Directors through the above questionnaire was reviewed by the Chairman of the Board and the Chairman of the NRC and then discussed the same at the meetings of the Board and NRC respectively. The performance evaluation of the Chairman, Whole Time Director and the Board as a whole was carried out by the Independent Directors at their separate meeting.
All Independent Directors of the Company have given requisite declarations under Section 149(7) of the Act, that they meet the criteria of independence as laid down under Section 149(6) of the Act along-with Rules framed thereunder, Regulation 16(1)(b) of SEBI, LODR and have complied with the Code of Conduct of the Company as applicable to the Board of Directors and Senior Managers.
In the opinion of the Board, the Independent Directors possess the requisite expertise and experience and are persons of high integrity and repute. They fulfill the conditions specified in the Act as well as the Rules made thereunder and are independent of the management.
As required pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of Annual Return in MGT-7 is displayed on website of Company www.galacticocorp.com.
The Company has framed a Nomination and Remuneration Policy pursuant to Section 178 of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015. The Policy is displayed on website of Company www.galacticocorp.com.
i. Statutory Auditors:
During the year under review, M/s S. H. Dama & Associates (Chartered Accountants) FRN 125932W have been appointed on September 3, 2024 as Statutory Auditor of the Company as the Statutory Auditors of the Company to fill the casual vacancy caused due to the resignation of M/s GRANDMARK & Associates LLP, Chartered Accountants, (Firm Registration Number: 011317N) dated August 12, 2024.
ii. Secretarial Auditor:
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Akshay R. Birla and Associates, Company Secretaries in Practice (CP No.25084), to undertake the Secretarial Audit of the Company for the F.Y. 2023-24. The Secretarial Audit Report for F.Y. 2023-24 is annexed herewith as "Annexure II".
iii. Cost Auditor:
Your Company is principally engaged into Merchant Banking. Therefore, the provisions of Section 148 of the Companies Act, 2013 are not applicable to the Company.
The Auditor''s Report and Secretarial Auditor''s Report does not contain any qualifications, reservations or adverse remarks. Report of the Secretarial Auditor is given as an Annexure, which forms part of this report.
In pursuance of the provisions of Section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for Directors and Employees to report genuine concerns has been established and revised in the Board Meeting of the Company conducted on 18th February, 2023. The Vigil Mechanism Policy has been uploaded on the website of the Company www.galacticocorp.com
Pursuant to provisions of Section 138 read with rules made there under, the Board has appointed M/S BKSK and Associates, Chartered Accountants, as an Internal Auditors of the Company to check the internal controls and functioning of the activities and recommend ways of improvement. The Internal Audit is carried out quarterly basis; the report is placed in the Audit Committee Meeting and the Board Meeting for their consideration and direction.
The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate. During the year under review, no material or serious observation has been received from the Internal Auditors of the Company for inefficiency or inadequacy of such controls.
The Company was not required to maintain Cost Records, hence the provisions of Section 148 of the Companies Act, 2013 are not applicable to the Company.
Your Company has, on a continuous basis, been reviewing and streamlining its various operational and business risks involved in its business as part of its risk management policy. Your Company also takes all efforts to train its employees from time to time to handle and minimize these risks. Your Company has a Risk Management Policy which is displayed on the website www.galacticocorp.com.
Galactico Corporate Services Limited continues to be listed on BSE Limited. On April 7, 2022 Company migrated to Main Board from SME Platform of BSE. It has paid the Annual Listing Fees for the year 2023-24 to BSE Limited.
As on March 31, 2024, your Company has four subsidiaries (Seven Hills Beverages Limited, Palwe Pest Control Private Limited, Instant Finserve Private Limited and Beembox Technologies Private Limited- on a fully diluted basis). The Company acquired Beembox Technologies Private Limited on a fully diluted basis on 11th February, 2023.
Our subsidiary Instant Finserve Private Limited ("IFPL") has remitted Overseas Direct Investment ("ODI") of Euro 19,300 (Approx. INR 17.75 lakhs) in Ronak Global Trade under automatic route by following Regulations issued by Reserve Bank of India and ODI regulations. Ronak Global Trade will become an Associate of our Company as IFPL will be holding approx. 25% in Ronak Global Trade by virtue of this investment made. The Board of Directors of IFPL at their meeting held on Tuesday, July 9, 2024, have approved transaction of ODI and remittance of funds to Ronak Global Trade, Foreign Company having office at Ouagadougou, Sector 1L, Section Ch, Lot 05, Plot 04 11 Bp 1586 Ouagadougou 11, Burkina Faso.
The Annual Accounts of the above referred subsidiaries shall be made available to the shareholders of the Company and of the subsidiary company on request and will also be kept open for inspection at the Registered Office of the Company and of the subsidiary companies during the office hours on all working days and during the Annual General Meeting. Company''s Consolidated Financial Statements included in this Annual Report incorporates the accounts of its subsidiaries prepared as per Indian Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. Pursuant to the provisions of Section 129(3) of the Act, a statement containing the salient features of financial statements of the Company''s subsidiaries in Form AOC-1 is attached to the financial statements of the Company as "Annexure I".
The Company is fully compliant with the applicable Secretarial Standards (SS) viz. SS-1 & SS-2 on Meetings of the Board of Directors and General Meetings respectively.
Particulars of Conservation of Energy are not given as the Company is not covered by the Schedule of Industries which requires furnishing of information in Form A of total consumption of energy & per unit of consumption.
a) Steps taken or impact on conservation of energy: NIL
b) The Step taken by the Company for utilizing alternate sources of energy: NIL
c) The Capital investment on energy conservation equipment: NIL
There were no foreign exchange earnings or outgo during the year under review.
Particulars of loans given, investments made, guarantees given under Section 186 of the Companies Act, 2013 are provided in the financial statements of the Company.
All contracts / arrangements / transactions with related parties referred to under Section 188 of the Companies Act, 2013 entered by the Company during the financial year were in the ordinary course of business and on an arm''s length basis. Thus, Disclosure in form AOC-2 is not required. Further, during the year, the Company had not entered into any contract / arrangement /transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions. All related party transactions are placed before the Audit Committee and Board for review and approval, if required. The details of the related party transactions as required under are set out in Notes to the financial statements forming part of this Annual Report.
Your Company did not accept / hold any deposits from public / shareholders during the year under review.
There were no material changes affecting the financial position of the Company, after the close of the FY 202324 till the date of this Report.
There are no significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and Company''s operations in future.
In accordance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and rules made there under, the Company has framed and adopted the policy for Prevention of Sexual Harassment at Workplace and the same is displayed on the website of the Company www.galacticocorp.com. Company was not in receipt of any complaint of sexual harassment.
Your Company considers people as its biggest assets and ''Believing in People'' is at the heart of its human resource strategy. It has put concerted efforts in talent management and succession planning practices, strong performance management and learning and training initiatives to ensure that your Company consistently develops inspiring, strong and credible leadership.
As per Regulation 34 (3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the report on Corporate Governance during the period under review with the Certificate issued by M/s Akshay Birla and Associates, Practicing Company Secretaries, on compliance in this regard forms part of this Annual Report and a certificate regarding compliance with the conditions of Corporate Governance are appended to the Annual Report as Annexure-C.
The Company was not required to constitute a Corporate Social Responsibility (CSR) Committee and spend funds for CSR activities, hence the provisions of Section 135(5) of the Companies Act, 2013 are not applicable to the Company.
Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that:
i. In the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures.
ii. They have 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 of the Company for that period.
iii. They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.
iv. They have prepared the annual accounts on a going concern basis.
v. They have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively.
vi. They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and external consultants and the reviews performed by management and the relevant board committees, including the audit committee, the board is of the opinion that the Company''s internal financial controls were adequate and effective during the Financial Year 2023-24.
Statements in this Annual Report, particularly those which relate to Management Discussion and Analysis as explained in the Corporate Governance Report, describing the Company''s objectives, projections, estimates and expectations may constitute ''forward looking statements'' within the meaning of applicable laws and regulations. Actual results might differ materially from those either expressed or implied in the statement depending on the circumstances.
During the financial year under review, there were no proceedings initiated/ pending against the Company under the Insolvency and Bankruptcy Code, 2016.
37. 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:
During the financial year under, no such event has been occurred. Hence, the disclosure relating to the same is not applicable to the Company.
Your Directors would like to express deep sense of appreciation for the assistance and co-operation received from the Financial Institutions, Banks, Government Authorities and Shareholders and for the devoted service by the Executives, staff and workers of the Company. The Directors express their gratitude towards each one of them.
Mar 31, 2023
Your directorsâ take pleasure in presenting their Eight Annual Report on the Business and Operations of the Company and the Audited Standalone and Consolidated Financial Statements for the Financial Year ended 31st March, 2023 (period under review).
The summary of Consolidated and Standalone Financial highlights for the Financial Y ear ended March 31,2023 and previous Financial Year ended March 31, 2022 is given below:
|
Particulars |
March 31, 2023 |
March 31, 2022 |
|
Total Income |
3,59,667.82 |
2,16,055.85 |
|
Less: Expenditure |
2,26,315.70 |
1,67,751.58 |
|
Profit before Depreciation |
1,33,052.12 |
48,304.27 |
|
Less: Depreciation |
9,759.90 |
10,577.20 |
|
Profit before Tax |
1,23,592.22 |
37,727.07 |
|
Provision for Taxation |
26,156.12 |
10,827.77 |
|
Profit after Tax before considering Associate Share of profit |
97,436.11 |
29,899.31 |
|
Profit from associates |
- |
18,412.53 |
|
Profit after tax after considering Associate share of profit |
97,436.11 |
45,311.84 |
|
Total Profit/Loss for the year attributable to: |
||
|
Owners of the Company |
94,965.07 |
41,064.07 |
|
Non-Controlling Interests |
2,471.04 |
4,247.76 |
|
Earning Per Share (Face Value of ?1) |
||
|
(1) Basic |
0.67 |
0.32 |
|
(2) Diluted |
0.67 |
0.32 |
Standalone Financial Performance (Rs. In Thousand)
|
Particulars |
March 31, 2023 |
March 31, 2022 |
|
Total Income |
42,078.56 |
46,111.65 |
|
Less: Expenditure |
20,435.17 |
18,776.61 |
|
Profit before Depreciation |
216,43.39 |
27,335.04 |
|
Less: Depreciation |
3,651.08 |
3,433.57 |
|
Profit before Tax |
17,992.31 |
23,901.47 |
|
Provision for Taxation |
4,013.88 |
7,018.17 |
|
Profit after Tax |
13,978.43 |
16,883.30 |
|
Earning Per Share (Face Value of ?1) |
||
|
Basic |
0.09 |
0.11 |
|
Diluted |
0.09 |
0.11 |
The Total Income of the Company stood at Rs. 42,078.56 thousand for the year ended March 31, 2023 as against Rs. 46,111.65 thousand in the previous year. The Company made a Net Profit of Rs. 13,978.43 thousand for the year ended March 31, 2023 as compared to the Net Profit of Rs. 16,883.30 thousand in the previous year.
The Consolidated Total Income was at Rs. 3,59,667.82 thousand for the financial year ended March 31, 2023 as against Rs. 2,16,055.85 thousand during the previous financial year. Consolidated Net Profit was at Rs. 97,436.11 thousand for the year ended March 31, 2023 as compared to Rs. 45,311.84 thousand in the previous year.
The Consolidated Financials reflect the cumulative performance of the Company together with its subsidiaries. Detailed description about the business carried on by these entities including the Company is contained in the Management Discussion and Analysis report forming part of this Annual Report.
The Company is not required to formulate a Dividend Distribution Policy, as per SEB! (Listing Obligations and Disclosure Requirements) Regulations, 2015 and to conserve resources, the Directors do not recommend any dividend for the year ended March 31, 2023.
During the Financial Year 2022-23, no amount was transferred from Profit & Loss A/c to reserves of the Company.
Information on the operations and financial performance, among others for the period under review, is given in the Management Discussion and Analysis Report which is annexed to this Report and is in accordance with the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.
The current Management of the Company is as follows:
|
Sr. No. |
Name |
DIN/PAN |
Designation |
|
1. |
Mr. Vipul Lathi |
05173313 |
Non- Executive Director |
|
2. |
Mr. Krishna Rathi |
03578448 |
Independent Director |
|
3. |
Mrs. Nilam Ghundiyal |
08196604 |
Independent Director |
|
4. |
Mr. Rahul Dungarwal* |
08788172 |
Non- Executive Director |
|
5. |
Mr. Sandeep Palwe** |
06393282 |
Additional Non- Executive Director |
|
6. |
Mr. Nayan Palwe*** |
06393325 |
Additional Non- Executive Director |
|
7. |
Mr. Vishal Sancheti |
CMYPS6034G |
Chief Financial Officer & Chief Executive Officer |
|
8. |
Ms. Riddhi Bheda**** |
CLUPB4951L |
Company Secretary and Compliance Officer |
*Mr. Rahul Dungarwal resigned as a Director w.e.f. 24th June, 2023 ** Mr. Sandeep Palwe was appointed as an additional Director w.e.f. 02nd September, 2023 ***Mr. Nayan Palwe was appointed as an additional Director w.e.f. 02nd September, 2023 ****Ms. Riddhi Bheda was appointed as Company Secretary and Compliance Officer w.e.f. 09th September, 2022.
During the year, the following Directors and Key Managerial Personnel were appointed / re- designated in the Company:
Ms. Neha Rane was appointed as a Company Secretary and Compliance Officer w.e.f. 01st July, 2022.
Ms. Riddhi Bheda was appointed as a Company Secretary and Compliance Officer w.e.f. 09th September, 2022.
During the year, the following Directors and Key Managerial Personnel resigned from the Company:
Mr. Ankur Shah resigned as Non-Executive Independent Director w.e.f. 21st June, 2022.
Mr. Ajinkya Joglekar resigned as Company Secretary and Compliance Officer w.e.f. 30th June, 2022.
Ms. Neha Rane resigned as Company Secretary and Compliance Officer w.e.f. 09th September, 2022.
There was no change in the nature of business of your Company, during the Financial Year 2022-23.
During the year, 13 (thirteen) Board Meetings were convened and duly held, the details of which are given in the Corporate Governance Report, which forms part of this report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.
The Audit Committee comprises of, Mr. Krishna Rathi (Chairman), Mr. Vipul Lathi (Member) and Mrs. Neelam Ghundiyal (Member). Powers and role of the Audit Committee are included in the Corporate Governance Report. All the recommendations made by the Audit Committee were accepted by the Board of Directors.
The Nomination and Remuneration Committee comprises of, Mr. Krishna Rathi (Chairman), Mr. Vipul Lathi (Member), Mr. Ankur Shah* (Member) and Mrs. Nilam Ghundiyal (Member). Powers and role of the Nomination and Remuneration Committee are included in the Corporate Governance Report.
* Mr. Ankur Shah resigned w.e.f. June 21, 2022.
The stakeholders Relationship Committee comprises of, Mrs. Nilam Ghundiyal (Chairman), Mr. Krishna Rathi (Member) and Mr. Vipul Lathi (Member). Powers and role of the Stakeholders Relationship Committee are included in the Corporate Governance Report.
Your Board has devised an Evaluation Policy for evaluating the performance of the Board, its Committees, Executive Directors, Independent Directors. Based on the same, the performance was evaluated for the financial year ended March 31, 2023. As part of the evaluation process, the performance of Non- Independent Directors, the Chairman and the Board was conducted by the Independent Directors. The performance evaluation of the respective Committees and that of Independent and Non- Independent Directors was done by the Board excluding the Director being evaluated.
The policy inter alia provides the criteria for performance evaluation such as Board effectiveness, quality of discussion, contribution at the meetings, business acumen, strategic thinking, time commitment and relationship with the stakeholders, corporate governance practices, contribution of the committees to the Board in discharging its functions etc.
The Board carried out formal annual evaluation of its own performance and that of its Committees viz., the Audit Committee, Stakeholdersâ Relationship Committee (SRC), Nomination and Remuneration Committee (NRC). The Board also carried out the performance evaluation of all the individual Directors including the Chairman of the Company. Additionally, NRC also carried out the evaluation of the performance of all the individual Directors and Chairman of the Company. The performance evaluation was carried out by way of obtaining feedback from the Directors through a structured questionnaire prepared in accordance with the policy adopted by the Board and after taking into consideration the Guidance Note on Board Evaluation issued by Securities and Exchange Board of India.
The feedback received from the Directors through the above questionnaire was reviewed by the Chairman of the Board and the Chairman of the NRC and then discussed the same at the meetings of the Board and NRC respectively. The performance evaluation of the Chairman, Whole Time Director and the Board as a whole was carried out by the Independent Directors at their separate meeting.
All Independent Directors of the Company have given requisite declarations under Section 149(7) of the Act, that they meet the criteria of independence as laid down under Section 149(6) of the Act along-with Rules framed thereunder, Regulation 16( 1 )(b) of SEBI, LODR and have complied with the Code of Conduct of the Company as applicable to the Board of Directors and Senior Managers.
In the opinion of the Board, the Independent Directors possess the requisite expertise and experience and are persons of high integrity and repute. They fulfill the conditions specified in the Act as well as the Rules made thereunder and are independent of the management.
As required pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of Annual Return in MGT-7 is displayed on website of Company www.galacticocorp.com .
The Company has framed a Nomination and Remuneration Policy pursuant to Section 178 of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015. The Policy is displayed on website of Company www.galacticocorp.com .
i. Statutory Auditors:
M/s. Grandmark and Associates have been appointed as Statutory Auditor of the Company for term of 5 years from Financial Year 2020-21 up to the conclusion of the Annual General Meeting to be held in the year 2025.
ii. Secretarial Auditor:
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Akshay R. Birla and Associates, Company Secretaries in Practice (CP No.25084), to undertake the Secretarial Audit of the Company for the F.Y. 2022-23. The Secretarial Audit Report for F.Y. 2022-23 is annexed herewith as âAnnexure IIâ.
iii. Cost Auditor:
Y our Company is principally engaged into Merchant Banking. Therefore, the provisions of Section 148 of the Companies Act, 2013 are not applicable to the Company.
The Auditorâs Report and Secretarial Auditorâs Report does not contain any qualifications, reservations or adverse remarks. Report of the Secretarial Auditor is given as an Annexure, which forms part of this report.
In pursuance of the provisions of Section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for Directors and Employees to report genuine concerns has been established and revised in the Board Meeting of the Company conducted on 18th February, 2023. The Vigil Mechanism Policy has been uploaded on the website of the Company www.galacticocorp.com
Pursuant to provisions of Section 138 read with rules made there under, the Board has appointed JCA & Associates., Chartered Accountants, as an Internal Auditors of the Company to check the internal controls and functioning of the activities and recommend ways of improvement. The Internal Audit is carried out quarterly basis; the report is placed in the Audit Committee Meeting and the Board Meeting for their consideration and direction.
The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate. During the year under review, no material or serious observation has been received from the Internal Auditors of the Company for inefficiency or inadequacy of such controls.
The Company was not required to maintain Cost Records, hence the provisions of Section 148 of the Companies Act, 2013 are not applicable to the Company.
Y our Company has, on a continuous basis, been reviewing and streamlining its various operational and business risks involved in its business as part of its risk management policy. Your Company also takes all efforts to train its employees from time to time to handle and minimize these risks. Your Company has a Risk Management Policy which is displayed on the website www.galacticocorp.com .
Galactico Corporate Services Limited continues to be listed on BSE Limited. On April 7, 2022 Company migrated to Main Board from SME Platform of BSE. It has paid the Annual Listing Fees for the year 2022-23 to BSE Limited.
As on March 31, 2023, your Company has four subsidiaries (Seven Hills Beverages Limited, Palwe Pest Control Private Limited, Instant Finserve Private Limited and Beembox Technologies Private Limited- on a fully diluted basis). There are no associate companies or joint venture companies within the meaning of Section 2(6) of the Act. The Company acquired Beembox Technologies Private Limited on a fully diluted basis on 11th February, 2023.
The Annual Accounts of the above referred subsidiaries shall be made available to the shareholders of the Company and of the subsidiary company on request and will also be kept open for inspection at the Registered Office of the Company and of the subsidiary companies during the office hours on all working days and during
the Annual General Meeting. Companyâs Consolidated Financial Statements included in this Annual Report incorporates the accounts of its subsidiaries prepared as per Indian Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. Pursuant to the provisions of Section 129(3) of the Act, a statement containing the salient features of financial statements of the Companyâs subsidiaries in Form AOC-1 is attached to the financial statements of the Company as âAnnexure Iâ.
The Company is fully compliant with the applicable Secretarial Standards (SS) viz. SS-1 & SS-2 on Meetings of the Board of Directors and General Meetings respectively.
Particulars of Conservation of Energy are not given as the Company is not covered by the Schedule of Industries which requires furnishing of information in Form A of total consumption of energy & per unit of consumption.
a) Steps taken or impact on conservation of energy: NIL
b) The Step taken by the Company for utilizing alternate sources of energy: NIL
c) The Capital investment on energy conservation equipment: NIL
There were no foreign exchange earnings or outgo during the year under review.
Particulars of loans given, investments made, guarantees given under Section 186 of the Companies Act, 2013 are provided in the financial statements of the Company.
All contracts / arrangements / transactions with related parties referred to under Section 188 of the Companies Act, 2013 entered by the Company during the financial year were in the ordinary course of business and on an armâs length basis. Thus, Disclosure in form AOC-2 is not required. Further, during the year, the Company had not entered into any contract / arrangement /transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions. All related party transactions are placed before the Audit Committee and Board for review and approval, if required. The details of the related party transactions as required under are set out in Notes to the financial statements forming part of this Annual Report.
Y our Company did not accept / hold any deposits from public / shareholders during the year under review.
There were no material changes affecting the financial position of the Company, after the close of the FY 202223 till the date of this Report.
There are no significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and Companyâs operations in future.
In accordance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and rules made there under, the Company has framed and adopted the policy for Prevention of Sexual Harassment at Workplace and the same is displayed on the website of the Company www.galacticocorp.com. Company was not in receipt of any complaint of sexual harassment.
Your Company considers people as its biggest assets and âBelieving in Peopleâ is at the heart of its human resource strategy. It has put concerted efforts in talent management and succession planning practices, strong performance management and learning and training initiatives to ensure that your Company consistently develops inspiring, strong and credible leadership.
The Company has not paid managerial remuneration during the Financial Year 2022-23 to any of its Directors, hence the provisions w.r.t the Section 197 read with Schedule V of the Companies Act, 2013 are not applicable.
Pursuant to SEBI (LODR) Regulations, 2015, the report on Corporate Governance during the period under review with the Certificate issued by M/s Akshay Birla and Associates, Practicing Company Secretaries, on compliance in this regard forms part of this Annual Report.
The Company was not required to constitute a Corporate Social Responsibility (CSR) Committee and spend funds for CSR activities, hence the provisions of Section 135(5) of the Companies Act, 2013 are not applicable to the Company.
Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that:
i. In the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures.
ii. They have 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 of the Company for that period.
iii. They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.
iv. They have prepared the annual accounts on a going concern basis.
v. They have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively.
vi. They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and external consultants and the reviews performed by management and the relevant board committees, including the audit committee, the board is of the opinion that the Companyâs internal financial controls were adequate and effective during the Financial Year 2022-23.
Statements in this Annual Report, particularly those which relate to Management Discussion and Analysis as explained in the Corporate Governance Report, describing the Companyâs objectives, projections, estimates and expectations may constitute âforward looking statementsâ within the meaning of applicable laws and regulations. Actual results might differ materially from those either expressed or implied in the statement depending on the circumstances.
During the financial year under review, there were no proceedings initiated/ pending against the Company under the Insolvency and Bankruptcy Code, 2016.
38. 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:
During the financial year under, no such event has been occurred. Hence, the disclosure relating to the same is not applicable to the Company
Your Directors would like to express deep sense of appreciation for the assistance and co-operation received from the Financial Institutions, Banks, Government Authorities and Shareholders and for the devoted service by the Executives, staff and workers of the Company. The Directors express their gratitude towards each one of them.
Vipul Lathi Sandeep Palwe
Director Director
DIN:05173313 DIN: 06393282
Place: Nashik
Date: September 02nd, 2023
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