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Galaxy Agrico Exports Ltd Directors Report

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Jul 22, 2024|03:40:00 PM

Galaxy Agrico Exports Ltd Share Price directors Report

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

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