Dear Shareholders,
Your Directors have pleasure in presenting the 13 th Annual report of your
Company along with the audited financial statements, for the financial year ended March
31, 2023.
Financial Results: (Amount in Rs.)
Particulars |
Standalone |
| F.Y. 2022-23 |
F.Y. 2021-22 |
Revenue from operations |
84,48,19,236 |
10,33,86,0,807 |
Other Income |
22,78,284 |
36,97,503 |
Total Income |
84,70,97,521 |
1,03,75,58,310 |
Operating expenditure before Finance cost, depreciation and
amortization |
82,77,86,635 |
1,00,58,64,600 |
Earnings before Finance cost, depreciation and amortization (EBITDA) |
1,93,10,885 |
3,16,93,710 |
Less: Finance costs
Depreciation and amortization expense |
1,61,54,293 23,77,087 |
1,13,03,291 30,27,091 |
Profit before tax |
7,79,506 |
1,73,63,327 |
Less: Tax expense |
4,90,688 |
42,53,518 |
Profit for the year (PAT) |
2,88,818 |
1,31,09,809 |
YEAR AT A GLANCE:
Financial Performance:
The total income of the Company for the year ended March 31, 2023 was Rs. 84,70,97,521
as against the total income of Rs. 1,03,75,58,310 for the previous year ended March 31,
2022.
The Company has earned a Net Profit after Tax of Rs. 2,88,818 for the year under review
as compared to Net Profit of Rs. 1,31,09,809 in the previous year.
Dividend:
With a view to conserve the resources of company for future growth, the Board of
Directors do not recommend any Dividend for the Financial Year 2022-23 (Previous Year
Nil).
Pursuant to the provisions of Sections 124 and 125 of the Act, there is no amount of
Dividend remaining unclaimed/unpaid for a period of 7 (seven) years and/or unclaimed
Equity Shares which are required to be transferred to the Investor Education and
Protection Fund (IEPF).
Amount transferred to Reserve:
During the year, the Company has not apportioned any amount to other reserve. The
profit earned during the year has been carried to the balance sheet of the Company.
Change in Nature of Business:
During the year, your Company has added new objects in its object clause in order to
emerge itself in the business of Electric vehicle and Electric Power alongside its current
business line. Following objects are added in the Memorandum of Association:
1. To carry on in India or abroad the business of manufacturing, assembling,
fabricating, buying, selling, trading, distributing, exporting, importing, exchanging and
dealing in all types of electric vehicles, including but not limited to, electric cars,
electric rikshaw, electric carts, electric vans, electric cycles, electric scooters,
electric buses and other battery powered and electric vehicles.
2. To manufacture, assemble, fabricate, buy, sell, trade, export, import distribute,
exchange and deal in all kinds of vehicles which are either partially or fully powered on
electric power for propulsion on land, sea, or in air or in any combination thereof and
vehicles of all descriptions propelled or assisted by means of electric power.
3. To act as manufacturer, assembler, fabricator, buyer, seller, exporter, importer,
trader, distributor, exchanger and dealer of all kinds of components, apparatus,
accessories, equipment, power batteries, swappable batteries, hybrid kits, charging
stations and/or items required for the maintenance, sales growth and working of electric
vehicles (EVs).
4. To run, operate, manage, lease and franchise outlets, shops and showroom to sell,
buy, trade, export, import, service, repair, maintain and exchange electric vehicles of
all types and descriptions in India and rest of the world.
SHARE CAPITAL:
Authorized Capital
The authorized share capital of the company at the end of the financial year is Rs.55,
00,00,000/- divided into 11,00,00,000 equity shares of Rs.5 each.
Issued, Subscribed & Paid-up Capital
The present Issue, Subscribed & Paid-up Capital of the Company is Rs.
27,29,40,415/- divided into 5,45,88,083 equity shares of Rs. 5 each.
BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:
Constitution of Board:
The Constitution of the Board of Directors and other disclosure related to the Board of
Directors are given in the Report on Corporate Governance.
Board Meeting
Regular meetings of the Board are held at least once in 120 days, inter-alia, to review
the quarterly results of the Company. Additional Board meetings are convened, as and when
required, to discuss and decide on various business policies, strategies and other
businesses. The Board meetings are generally held at registered office of the Company.
During the year under review, Board of Directors of the Company met 16(Sixteen) times,
viz 28th May, 2022, 18th July, 2022, 25th July, 2022, 30th
July, 2022, 13th August, 2022, 22nd August, 2022, 3rd
September, 2022, 7th September, 2022, 1st October, 2022, 22nd
October, 2022, 14th December, 2022, 10th January, 2023, 3rd
February, 2023, 10th February, 2023, 3rd March, 2023 and 9th
March, 2023.The details of attendance of each Director at the Board Meetings and Annual
General Meeting are given in the Report on Corporate Governance.
Independent Directors
In terms of Section 149 of the Companies Act, 2013 and rules made there under and
Listing Regulations, the Company has three Non-Executive Independent Directors. In the
opinion of the Board of Directors, all three Independent Directors of the Company meet all
the criteria mandated by Section 149 of the Companies Act, 2013 and rules made there under
and Listing Regulations and they are Independent of Management.
A separate meeting of Independent Directors was held on 24th March, 2023 to
review the performance of Non-Independent Directors and Board as whole and performance of
Chairperson of the Company including assessment of quality, quantity and timeliness of
flow of information between Company management and Board that is necessary for the board
of directors to effectively and reasonably perform their duties.
The terms and conditions of appointment of Independent Directors and Code for
Independent Director are incorporated on the website of the Company at www.galaglobalhub.com.
The Company has received a declaration from the Independent Directors of the Company
under Section 149(7) of Companies Act, 2013 and 16(1) (b) of Listing Regulations
confirming that they meet criteria of Independence as per relevant provisions of Companies
Act, 2013 for financial year 2022-23. The Board of Directors of the Company has taken on
record the said declarations and confirmation as submitted by the Independent Directors
after undertaking due assessment of the veracity of the same. In the opinion of the Board,
they fulfill the conditions for re-appointment as Independent Directors and are
independent of the Management.
Following Independent Directors have resigned during the year:
. Name |
Designation |
Date of Resignation |
1 Ms. Stuti Kinariwala |
Non - Executive - Independent Director |
July 29, 2022 |
2 Mr. Smit Champaneri |
Non - Executive - Independent Director |
August 15, 2022 |
3 Mr. Mahipalsinh B. Jhala |
Non - Executive - Independent Director |
August 15, 2022 |
4 Mrs. Yesha Bhatt |
Non - Executive - Independent Director |
July 29, 2022 |
Key Managerial Personnel
In accordance with Section 203 of the Companies Act, 2013, the Company has appointed
Mr. Prahlad Agarwal as a Managing Director and Chief Financial Officer of the Company.
(W.e.f. 10th January, 2023).
The Board of Directors has appointed Ms. Chhayaben Chandulal Mulani as Company
Secretary and Compliance officer of the Company (w.e.f. 9th March, 2023).
Performance Evaluation
In terms of the requirement of the Act and the Listing Regulations, an annual
performance evaluation of the Board is undertaken where the Board formally assesses its
own performance with the aim to improve the effectiveness of the Board and the Committees.
During the year under review, the Board has carried out an annual evaluation of its own
performance, performance of the Directors, as well as the evaluation of the working of its
committees. The exercise was led by the Chairman of the NRC along with the Chairman of
Board.
The NRC has defined the evaluation criteria, procedure and time schedule for the
Performance Evaluation process for the Board, its Committees and Directors. The criteria
for Evaluation of Board, Individual Directors and Committees is included in Report on
Corporate Governance which is the part of this report.
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:
a) In preparation of annual accounts for the year ended March 31, 2023, the applicable
accounting standards have been followed and that no material departures have been made
from the same;
b) The Directors had selected such accounting policies and applied them consistently
and 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 or loss of the Company for that year;
c) The Directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Companies Act, 2013, for
safeguarding the assets of the Company and for preventing and detecting fraud and other
irregularities;
d) The Directors had prepared the annual accounts for the year ended March 31, 2023 on
going concern basis.
e) The Directors had laid down the internal financial controls to be followed by the
Company and that such Internal Financial Controls are adequate and were operating
effectively; and
f) The Directors had devised proper systems to ensure compliance with the provisions of
all applicable laws and that such systems were adequate and operating effectively.
There are currently three Committees of the Board, as follows:
| 1. Audit Committee |
| 2. Nomination and Remuneration Committee |
| 3. Stakeholders Relationship Committee |
Details of all the Committees along with their composition and meetings held during the
year are provided in the “Report on Corporate Governance”, a part of this Annual
Report.
Vigil Mechanism
The Company has established a vigil mechanism for directors and employees to report
concerns about unethical behavior, actual or suspected fraud or violation of the Companys
Code of Conduct or ethic policy. The said mechanism also provides for adequate safeguards
against victimization of director(s)/Employee(s) who avail of the mechanism and also
provide for direct access to the Chairman of the Audit Committee in exceptional cases. The
details of establishment of such mechanism have been disclosed in the Boards Report.
Further, the Policy on Vigil Mechanism is available on the website of the Company at www.galaglobalhub.com.
Nomination and Remuneration Policy
Nomination and Remuneration Policy in the Company is designed to create a high-
performance culture. It enables the Company to attract motivated and retained manpower in
competitive market, and to harmonize the aspirations of human resources consistent with
the goals of the Company. The Company pays remuneration by way of salary to its Executive
Directors and Key Managerial Personnel.
The Nomination and Remuneration Policy, as adopted by the Board of Directors, is placed
on the website of the Company at www.galaglobalhub.com.
Remuneration of Directors
The details of remuneration/sitting fees paid during the financial year 2022-23 to
Executive Directors/Directors of the Company is provided in Form MGT-7 and Report on
Corporate Governance which are the part of this report.
PARTICULARS OF EMPLOYEES:
The statement containing particulars of employees as required under Section 197 (12) of
the Companies Act, 2013 read with Rule 5 (2) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 forms part of this Report as Annexure
-
A.
The statement containing employees in terms of remuneration drawn and the particulars
of employees as required under Section 197(12) of the Act read with Rule 5(2) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided
in a separate annexure forming part of this report. Further, the report and the
accounts are being sent to members excluding this annexure. In terms of Section 136 of
the Act, the said annexure will be for inspection. Any shareholder interested in obtaining
a copy of the same may write to Company Secretary.
INFORMATION ON SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANIES:
The Company have no any Subsidiary/Joint Ventures/Associate Companies. Hence provisions
of Section 129 (3) of the Companies Act, 2013, a statement containing salient features of
the financial statements of the subsidiary companies in Form AOC 1 is not required to be
annexed to this Report.
PUBLIC DEPOSITS:
The Company has not accepted any deposits from Shareholders and Public falling within
the ambit of Section 73 of the Companies Act, 2013 and rules made there under. There were
no deposits, which were claimed and remained unpaid by the Company as on March 31, 2023.
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:
Details of Loans, Guarantees and Investments covered under the provisions of Section
186 of the Companies Act, 2013 are given in the notes to the Financial Statement for the
year ended on March 31, 2023.
ANNUAL RETURN:
The Extract of Annual Return of the company as on March 31, 2023 is available on the
companys website and can be accessed at
http://www.galaglobalhub.com./pdf/mgt 9 2022 2023.pdf .
TRANSACTIONS WITH RELATED PARTIES:
All Related Party Transactions are placed before the Audit Committee for review and
approval. Prior approval is obtained for Related Party Transactions on a quarterly basis
for transactions which are of repetitive nature and/or entered in the Ordinary Course of
Business and are at Arms Length. All Related Party Transactions are subjected to
independent review by a reputed accounting firm to establish compliance with the
requirements of Related Party Transactions under the Companies Act, 2013, and Listing
Regulations. There was no contracts, arrangements or transactions which was executed not
in ordinary course of business and/or at arms length basis. Further, there were no
related party transactions with the Companys Promoters, Directors, Management or their
relatives, which could have had a potential conflict with the interests of the Company.
All related party transactions that were entered into during the financial year were on
an arms length basis and were in the ordinary course of business. There were no any
materially significant related party transactions i.e. transactions exceeding 10% of the
annual consolidated turnover as per the last audited financial statement made by the
Company which may have a potential conflict with the interest of the Company at large and
thus disclosure in Form AOC-2 is not required. The Board has formulated Policy on Related
Party Transactions.
Members may refer to the notes to the accounts for details of related party
transactions entered as per Indian Accounting Standard - 24. The Board of Directors of the
Company has, on the recommendation of the Audit Committee, adopted a policy to regulate
transactions Company and its Related Parties, in compliance with the applicable provisions
of the Companies Act 2013, the Rules there under and the SEBI LODR Regulations.
In line with the requirements of the Companies Act, 2013 and the Listing Regulations,
your Company has formulated a Policy on Related Party Transactions. The Policy on
Materiality of and dealing with Related Party Transactions as approved by the Board is
uploaded on the Companys website www.galaglobalhub.com. The Policy intends to ensure that
proper reporting, approval and disclosure processes are in place for all transactions
between the Company and Related Parties.
INTERNAL FINANCIAL CONTROL (IFC) SYSTEMS AND THEIR ADEQUACY:
Though the various risks associated with the business cannot be eliminated completely,
all efforts are made to minimize the impact of such risks on the operations of the
Company. Necessary internal control systems are also put in place by the Company on
various activities across the board to ensure that business operations are directed
towards attaining the stated organizational objectives with optimum utilization of the
resources. Apart from these internal control procedures, a well-defined and established
system of internal audit is in operation to independently review and strengthen these
control measures, which is carried out by a reputed firm of Chartered Accountants. The
audit is based on an internal audit plan, which is reviewed each year in consultation with
the statutory auditor of the Company and the audit committee. The conduct of internal
audit is oriented towards the review of internal controls and risks in its operations.
M/s. H K Shah & Company, Chartered Accountants (FRN: 109583W), the statutory
auditors of the Company has audited the financial statements included in this annual
report and has issued an report annexed to the Audit Report of the Company on our internal
control over financial reporting (as defined in section 143 of Companies Act, 2013).
The audit committee reviews reports submitted by the management and audit reports
submitted by internal auditors and statutory auditor. Suggestions for improvement are
considered and the audit committee follows up on corrective action. The audit committee
also meets the statutory auditors of the Company to ascertain, inter alia, their views on
the adequacy of internal control systems and keeps the board of directors informed of its
major- observations periodically. Based on its evaluation (as defined in section 177 of
Companies Act 2013), our audit committee has concluded that, as of 31stMarch,
2023, our internal financial controls were adequate and operating effectively.
MATERIAL CHANGES AND COMMITMENT:
There are no material changes and commitments, affecting the financial position of the
Company, have occurred between the ends of financial year of the Company i.e. 31st
March, 2023 to the date of this Report.
SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:
To foster a positive workplace environment, free from harassment of any nature, we have
institutionalized the Anti-Sexual Harassment Initiative (ASHI) framework, through which we
address complaints of sexual harassment at the all workplaces of the Company. Our policy
assures discretion and guarantees non-retaliation to complainants. We follow a
gender-neutral approach in handling complaints of sexual harassment and we are compliant
with the law of the land where we operate. The Company has setup an Internal Complaints
Committee (ICC) for redressal of Complaints.
During the financial year 2022-2023, the Company has received nil complaints on sexual
harassment.
CORPORATE SOCIAL RESPONSIBILITY:
Pursuant to Section 135 of Companies Act, 2013, the Company does not require to
constitute Corporate Social Responsibility Committee (“the CSR Committee”).
RISK MANAGEMENT:
Business risk evaluation and management is an ongoing process within the Company.
During the year under review, the Management reviewed the risk management and minimization
procedure adopted by the Company covering the business operations of the Company.
ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
A. Conservation of energy -
i. ) The steps taken or impact on conservation of energy: Company ensures that the
operations are conducted in the manner whereby optimum utilization and maximum possible
savings of energy is achieved.
ii. ) The steps taken by the Company for utilizing alternate sources of energy: No
alternate source has been adopted.
iii. ) The capital investment on energy conservation equipment: No specific
investment has
been made in reduction in energy consumption.
B. Technology absorption -
i.) The effort made towards technology absorption: Not Applicable.
ii. ) The benefit derived like product improvement, cost reduction, product development
or import substitution: Not Applicable
iii. ) in case of imported technology (imported during the last three years reckoned
from
the beginning of the financial year) -
a. The details of technology imported: Nil.
b. The year of import: Not Applicable.
c. Whether the technology has been fully absorbed: Not Applicable.
d. If not fully absorbed, areas where absorption has not taken place, and the reasons
thereof: Not Applicable.
iv. ) The expenditure incurred on Research and Development: Nil
C. Foreign Exchange Earnings & Expenditure:
i. ) Details of Foreign Exchange Earnings: Nil
ii. ) Details of Foreign Exchange Expenditure: Nil
CORPORATE GOVERNANCE:
Your Company strives to incorporate the appropriate standards for corporate governance.
As stipulated in Schedule V of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, Report on Corporate Governance and Certificate of the Practicing
Company Secretary with regards to compliance with the conditions of Corporate Governance
is annexed to the Boards Report as Annexure - B.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
Management Discussion and Analysis Report for the year under review, as stipulated
under Schedule V of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, is presented in a separate section forming part of this Annual Report.
STATUTORY AUDITOR AND THEIR REPORT:
The Company has appointed M/s. H K Shah & Co. (FRN: 109583W), Chartered
Accountants, Ahmedabad as a Statutory Auditors of the Company for a term of five years. (W.e.f.
30th July, 2022).
The Report given by the Auditors on the financial statement of the Company is part of
this Annual Report. The Auditors have given Qualified Opinion in their Report. Replies to
the observations by the Statutory Auditors in their Report are given by way of an addendum
to this Report as Annexure-C.
INTERNAL AUDIT & CONTROL:
Your Company is in process to appoint a suitable and qualified Chartered Accountant as
its Internal Auditor. As company needs an internal Auditor who will take care of the
internal audit and controls, systems and processes in the Company. Meanwhile your Company
has in
place adequate internal financial controls with reference to the Financial Statements
commensurate with the size, scale and complexity of its operations.
REPORTING OF FRAUD:
The Auditors of the Company have not reported any fraud as specified under Section
143(12) of the Companies Act, 2013.
MAINTENANCE OF COST RECORD:
Since the company is not falling under prescribed class of Companies, our Company is
not required to maintain cost record.
SECRETARIAL AUDITOR AND THEIR REPORT:
The Company has appointed M/s. Deepti & Associates, Practicing Company Secretary,
to conduct the secretarial audit of the Company for the financial year 2022-23, as
required under Section 204 of the Companies Act, 2013 and Rules there under. The
Secretarial Audit Report for the financial year 2022-23 is annexed to this report as an Annexure
- D.
COMPLIANCE WITH THE PROVISIONS OF SECRETARIAL STANDARD 1 AND SECRETARIAL STANDARD 2:
The applicable Secretarial Standards, i.e., SS-1 and SS-2, relating to ‘Meetings
of the Board of Directors and ‘General Meetings, respectively, have been duly
complied by your Company.
GENERAL DISCLOSURE:
Your Directors state that the Company has made disclosures in this report for the items
prescribed in section 134 (3) of the Act and Rule 8 of The Companies (Accounts) Rules,
2014 and other applicable provisions of the act and listing regulations, to the extent the
transactions took place on those items during the year. Your directors further state that
no disclosure or reporting is required in respect of the following items as there were no
transactions on these items during the year under review or they are not applicable to the
Company;
(i) Details relating to deposits covered under Chapter V of the Act;
(ii) Issue of Equity Shares with differential rights as to dividend, voting or
otherwise;
(iii) Issue of shares (including sweat equity shares) to employees of the Company under
any scheme save and ESOS;
(iv) There is no revision in the Board Report or Financial Statement;
(v) No significant or material orders were passed by the Regulators or Courts or
Tribunals which impact the going concern status and Companys operations in future;
APPRECIATIONS AND ACKNOWLEDGEMENT:
Your directors wish to place on record their sincere appreciation for significant
contributions made by the employees at all levels through their dedication, hard work and
commitment during the year under review.
The Board places on record its appreciation for the support and co-operation your
Company has been receiving from its suppliers, distributors, retailers, business partners
and others associated with it as its trading partners. Your Company looks upon them as
partners in its progress and has shared with them the rewards of growth. It will be your
Companys Endeavour to build and nurture strong links with the trade based on mutuality of
benefits, respect for and co-operation with each other, consistent with consumer
interests.
Your directors also take this opportunity to thank all Shareholders, Clients, Vendors,
Banks, Government and Regulatory Authorities and Stock Exchanges, for their continued
support.
Registered office:
B-1, laxmi com. Co.op. Estate, b/h old navneet press,sukhramnagar
ahmedabad gj 380021 |
For and on behalf of Board of Directors GALA GLOBAL
PRODUCTS LIMITED
CIN: L29109GJ2010PLC063243 |
|
Sd/- |
Sd/- |
Date: 14/09/2023 Place: Ahmedabad |
Prahlad Agarwal Managing Director DIN:09851691 |
Alpa Pandya Director DIN:07013011 |
+91-9892691696
