To,
The Members,
Your directors' 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).
1. FINANCIAL PERFORMANCE OF THE COMPANY:
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:
Consolidated Financial Performance
(Rs. In Thousand)
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 |
FINANCIAL PERFORMANCE:
Standalone:
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.
Consolidated:
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.
2. DIVIDEND:
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.
3. TRANSFER TO RESERVES
During the Financial Year 2022-23, no amount was transferred from Profit & Loss A/c
to reserves of the Company.
4. STATE OF AFFAIRS 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.
5. DIRECTORS AND KEY MANAGERIAL PERSONNEL:
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.
(A) Appointment:
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.
(B) Cessation:
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.
6. CHANGE IN NATURE OF BUSINESS
There was no change in the nature of business of your Company, during the Financial
Year 2022-23.
7. MEETINGS:
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.
8. AUDIT COMMITTEE:
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.
9. NOMINATION AND REMUNERATION COMMITTEE:
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.
10. STAKEHOLDERS RELATIONSHIP COMMITTEE:
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.
11. BOARD EVALUATION:
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, 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.
12. DECLARATION BY INDEPENDENT DIRECTORS:
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.
13. EXTRACT OF ANNUAL RETURN:
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 .
14. REMUNERATION POLICY:
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 .
15. AUDITORS:
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 "Annexure II".
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.
16. AUDITOR'S REPORT:
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.
17. VIGIL MECHANISM:
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
18. INTERNAL AUDIT & CONTROLS:
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.
19. COST RECORDS:
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.
20. RISK ASSESSMENT AND MANAGEMENT:
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 .
21. LISTING WITH STOCK EXCHANGES:
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.
22. SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS:
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. 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".
23. COMPLIANCE WITH SECRETARIAL STANDARDS:
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.
24. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND
OUTGO:
1. Conservation Of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo:
A. CONSERVATION OF ENERGY:
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
B. TECHNOLOGY ABSORPTION: NIL
C. FOREIGN EXCHANGE EARNINGS AND OUTGO:
There were no foreign exchange earnings or outgo during the year under review.
25. PARTICULARS OF LOANS, INVESTMENTS AND GUARANTEES:
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.
26. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
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.
27. DEPOSITS:
Y our Company did not accept / hold any deposits from public / shareholders during the
year under review.
28. MATERIAL CHANGES AND COMMITMENTS
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.
29. SIGNIFICANT AND MATERIAL ORDERS:
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.
30. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:
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.
31. HUMAN RESOURCES:
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.
32. DISCLOSURES PERTAINING TO REMUNERATION OF DIRECTORS AS REQUIRED UNDER SCHEDULE V TO
THE COMPANIES ACT, 2013.
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.
33. CORPORATE GOVERNANCE:
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.
34. CORPORATE SOCIAL RESPONSIBILITY:
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.
35. DIRECTORS' RESPONSIBILITY STATEMENT:
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 2022-23.
36. CAUTIONARY STATEMENTS:
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.
37. THE DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016 (31 OF 2016):
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
39. 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.
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For & on behalf of the Board of Directors of Galactico Corporate Services
Limited |
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Sd/- |
Sd/- |
|
Vipul Lathi |
Sandeep Palwe |
|
Director |
Director |
|
DIN:05173313 |
DIN: 06393282 |
Place: Nashik |
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Date: September 02nd, 2023 |
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