Dear Shareholders,
Your Directors have pleasure in presenting their 29th Annual Report on the
business and operations of the Company and the Audited Financial Statements for the
financial year ended March 31, 2023.
1. Performance Highlights (Standalone)
Your Company has performed during the reporting period as follows:
| Particulars |
31.03.2023 |
31.03.2022 |
| Revenue from Operation |
571.22 |
690.05 |
| Other Income |
44.42 |
33.58 |
| Total Revenue |
615.64 |
723.63 |
| Expenditure |
668.69 |
650.71 |
| Profit(loss) before Tax (PBT) |
(53.06) |
72.92 |
| Exceptional Item |
-- |
-- |
| Tax Expenses: |
|
|
| Current Tax |
0.00 |
7.47 |
| MAT Credit Entitlement / Availed |
0.00 |
0.00 |
| Deferred Tax |
(12.14) |
2.93 |
| Prior Period Tax |
0.26 |
0.00 |
| Other Comprehensive Income |
|
|
| (i) Items that will not be reclassified to |
14.64 |
(6.30) |
| profit or loss |
|
|
| (ii) Income-tax relating to Items that will not |
(3.69) |
1.59 |
| be Reclassified to Profit or Loss |
|
|
| Net Profit/loss after tax (PAT) |
(30.22) |
57.81 |
| Earning per Equity Share: |
|
|
| Basic |
(1.51) |
2.29 |
| Diluted |
(1.51) |
2.29 |
Note: Previous years figures have been regrouped / reclassified wherever necessary to
correspond with the current years classification/disclosure.
2. Transfer to Reserves
The Company has not transferred any amounts to Reserves during the period under review.
3. Share Capital
The paid-up equity share capital of the Company as at 31st March, 2023
consists of 27,31,620 equity shares of Rs. 10 each.
4. Dividend
The Company has not proposed any dividend during the period under review.
5. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and
Outgo
The Company has introduced various measures to reduce energy consumption and install
the latest technologies.
Total energy consumption during the year
| Sr. No. |
Purchased |
2022 - 23 |
| 01 |
Units (nos.) |
21,38,081.00 |
| 02 |
Total amount (Rs.) |
2,04,29,732.00 |
| 03 |
Rate per unit (Rs.) |
9.55 |
|
Generated |
Nil |
Foreign Exchange Earnings and Outgo:
| Particulars |
Amount |
| Earnings |
-- |
| Outgo |
-- |
| Total |
-- |
6. Subsidiaries, Joint Ventures and Associates
Name of Company: Accumax Rings Limited
Accumax Rings Limited was a subsidiary of the Company which was under process of strike
off and the company was dissolved on 08.11.2019.
7. Significant Events After Balance Sheet Date
There have been no significant events after the Balance Sheet date which requires any
disclosure.
8. Change in the nature of business
There has been no change in the nature of business of the Company in the period under
review.
9. Deposits
The Company has not accepted any deposits in the period under review.
10. Auditors Qualifications, Reservations, Adverse Remarks in the Auditors Report
The Auditors Report does contain a disclaimer of opinion on the financial statements
for the period ended March 31, 2023. The statements made by the Auditors in their Report
are self-explanatory and do not call for any further comments.
The Auditors have given advised to carry out inspection of fixed assets &
inventories. The Company is in the process of complying with the same.
11. Corporate Social Responsibility
As the Company does not fall under the criteria as mentioned under Section 135 of the
Companies Act, 2013, the provisions of Corporate Social Responsibility do not apply to the
Company
12. Extract of Annual Return
The extract of the Annual return in Form MGT-9 is annexed herewith to the Boards
Report.
13. Declaration given by Independent Directors
The Company has received declarations from all its Independent Directors, confirming
that they meet the criteria of independence as prescribed under the Companies Act, 2013
and Regulation 16 (1) (b) of the Listing Regulations.
14. Board Evaluation
Evaluation of performance of all Directors is undertaken annually. The Company has
implemented a system of evaluating performance of the Board of Directors and of its
Committees and individual Directors on the basis of a structured questionnaire which
comprises evaluation criteria taking into consideration various performance related
aspects.
The Board of Directors has expressed their satisfaction with the evaluation process.
15. Details of Directors and Key Managerial Personnel Appointed/Resigned during the
year
There was no change in Directors and Key Managerial Personnel Appointed/Resigned during
the year
16. Number of Meetings of the Board of Directors
During the year 07 Board meetings were convened and held, details of which are as
follows-
| Sr. No. |
Date of Board meeting |
No. of Directors entitled to attend |
No. of Directors Present |
| 01 |
23.05.2022 |
08 |
08 |
| 02 |
24.06.2022 |
08 |
08 |
| 03 |
02.09.2022 |
08 |
08 |
| 04 |
13.10.2022 |
08 |
08 |
| 05 |
08.11.2022 |
08 |
08 |
| 06 |
12.11.2022 |
08 |
08 |
| 07 |
09.02.2023 |
08 |
08 |
| 08 |
27.03.2023 |
08 |
08 |
17. Vigil Mechanism/Whistle Blower Policy for Directors and Employees
The Company has established a Vigil Mechanism, which includes a Whistle Blower Policy,
for its Directors and Employees, to provide a framework to facilitate responsible and
secure reporting of concerns of unethical behaviour, actual or suspected fraud or
violation of the Companys Code of Conduct & Ethics. The details of establishment of
Vigil Mechanism/ Whistle Blower policy are posted on the website of the Company and the
web link to the same is http://www.galaxyagrico.com/vigil_mechanism.html
18. Audit and Risk Committee
The Audit and Risk Committee comprises of 3 members, 2 of whom are independent
directors:
1. Mr. Mansukhlal Nathabhai Govani - Chairman
2. Mr. Manoj Harsukhlal Shah - Member
3. Mr. Ajaykumar Ramjibhai Patel - Member
19. Nomination and Remuneration Policies
The Board of Directors has formulated a Policy which lays down a framework for
selection and appointment of Directors and Senior Management and for determining
qualifications, positive attributes and independence of Directors.
The Board has also formulated a Policy relating to remuneration of Directors, members
of Senior Management and Key Managerial Personnel.
20. Particulars of Loans, Guarantees or Investments
Reference may be made to the financial statements of the Company in this regard.
21. Related Party Transactions
During the reporting period, the Company has not entered into any contract/
arrangement/transaction with related parties which were [on arms length basis or which
could be considered material in accordance with the policy of the Company on materiality
of related party transactions. Accordingly, the disclosure of Related Party Transactions
as required under Section 134 (3) (h) of the Companies Act, 2013 in Form AOC 2 is not
applicable.
Systems are in place for obtaining prior omnibus approval of the Audit Committee on an
annual basis for transactions with related parties which are of a foreseeable and
repetitive nature. The transactions entered into pursuant to the omnibus approval so
granted and a statement giving details of all transactions with related parties are placed
before the Audit Committee for their review on a periodic basis.
22. Managerial Remuneration
a. Remuneration to Directors and Key Managerial Personnel
1. The percentage increase in remuneration of each Director, Chief Financial Officer
and Company Secretary during the period under review, ratio of the
remuneration of each Director to the median remuneration of the employees of the
Company for the period under review and the comparison of remuneration of each Key
Managerial Personnel (KMP) against the performance of the Company are as under:
| Sr. no. Name of Director/ KMP |
Remuneration of Director/ KMP in Rs. |
% increase/ decrease in Remunerati on |
Ratio of remuneration of each Whole-Time Director to median remuneration
of employees |
| 1 Sanjay J. Patel |
10,72,000.00 |
19% |
4.1 |
| 2 Manoj H. Shah |
10,72,000.00 |
19% |
4.1 |
Note: Independent Directors are entitled to sitting fees and commission as per the
statutory provisions and within the limits approved by shareholders. Details in the
corresponding columns are applicable for Whole-time Directors and KMPs.
2. The median remuneration of employees of the Company during the period under review
was Rs. 1,20,096.00;
3. In the financial year, there was an increase of 19% in the median remuneration of
employees;
4. There were 97 permanent employees on the rolls of the Company as on March 31, 2023.
5. It is hereby affirmed that the remuneration paid is as per the Remuneration Policy
for Directors, Key Managerial Personnel and other Employees.
b. Employee Particulars
There are no employees who have remuneration in excess of the remuneration stated in
Section 197 of the Companies Act, 2013.
23. Reporting of Fraud
The Auditors of the Company have not reported any fraud as specified under Section
143(12) of the Companies Act, 2013.
24. Secretarial Audit Report
Pursuant to the provisions of Section 204 of the Companies Act, 2013, and the Rules
made thereunder, the Company has appointed Mrs. Janki Kalaria, Practicing Company
Secretary as the Secretarial Auditor of the Company. The Secretarial Audit Report is
annexed to the Boards Report and forms an integral part of this Report. The Secretarial
Audit Report does not contain any qualification, reservation or adverse remark.
25. Corporate Governance Report
The Report on Corporate Governance as stipulated in the Listing Regulations forms part
of the Annual Report. The requisite compliance with the conditions of Corporate Governance
as stipulated under the Listing Regulations is annexed to the Boards Report and forms
part of this Report.
26. Risk Management Policy
The Company has a robust Risk Management framework to identify measure and mitigate
business risks and opportunities. This framework seeks to create transparency, minimize
adverse impact on the business objective and enhance the Companys competitive advantage.
This risk framework thus helps in managing market, credit and operations risks and
quantifies exposure and potential impact at a Company level.
27. Directors Responsibility Statement
Your Directors state that:
a. in the preparation of the annual financial statements for the year ended March 31,
2023, the applicable accounting standards have been followed with no material departures;
b. the Directors 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 as at March 31, 2023 and of the profit of
the Company for the year ended on that date;
c. the Directors have 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 have prepared the annual financial statements on a going concern
basis;
e. the Directors have laid down internal financial controls to be followed by the
Company and that such internal financial controls are adequate and operating effectively;
and
f. The Directors have devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems are adequate and operating effectively.
28. Statutory Auditors
The Companys auditors M/s. H. B. Kalaria and Associates, Chartered Accountants (FRN
104571W) have been appointed for the first time as Statutory Auditors of the Company.
In accordance with provisions of Section 139 of the Companies Act, 2013 and the
Companies (Audit and Auditors) Rules, 2014, the Company has appointed them for a period of
one year from conclusion of 27th Annual General Meeting till the conclusion of
32nd Annual General Meeting.
M/s. H. B. Kalaria and Associates, Chartered Accountants (FRN 104571W), have informed
the Company that their appointment if made would be within the limits prescribed under
Section 141 of the Companies Act, 2013.
The Auditors have confirmed that they have subjected themselves to the peer review
process of ICAI and hold valid certificate issued by the Peer Review Board of the ICAI.
The Auditors have also furnished a declaration confirming their independence as well as
their arms length relationship with the Company as well as declaring that they have not
taken up any prohibited non-audit assignments for the Company.
29. Cost Audit
The Company is not required to appoint a cost auditor for conducting the cost audit in
respect of the products manufactured by the Company as per the provisions of Section 148
of the Companies Act, 2013 for the period under review.
30. Others
Your Directors state that no disclosure or reporting is required in respect of the
following items as there were no transactions on these items during the period under
review:
1. Details relating to issue of equity shares including sweat equity shares and shares
with differential rights as to dividend, voting or otherwise, since there was no such
issue of shares.
2. None of the Whole-Time Directors of the Company received any remuneration or
commission from any of its subsidiaries.
3. 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.
4. Your Directors further state that during the period under review, there were no
cases filed under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013.
31. Acknowledgements
We take this opportunity to thank the employees for their dedicated service and
contribution to the Company.
We also thank our banks, business associates and our shareholders for their continued
support to the Company.
For and on behalf of the Board of Directors Galaxy Agrico Exports Limited
| Sd/- |
Sd/- |
| Nathabhai J. Sadariya |
Manoj H. Shah |
| Chairman and Managing Director |
Whole Time Director |
| DIN:00167254 |
DIN: 02173383 |
| Date: 26.05.2023 |
|
| Place: Shapar |
|
+91-9892691696
