galactico corporate services ltd share price Directors report

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. AUDITORS REPORT:

The Auditors Report and Secretarial Auditors 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. Companys 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 Companys 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 arms 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 Companys 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 Companys 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 Companys 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.

	For & on behalf of the Board of Directors of Galactico Corporate Services Limited
	Sd/-	Sd/-
	Vipul Lathi	Sandeep Palwe
	Director	Director
	DIN:05173313	DIN: 06393282
Place: Nashik
Date: September 02nd, 2023