To,
The Members of Galaxy Cloud Kitchens Limited
Your Directors take pleasure in presenting the Forty-first Annual Report of Galaxy
Cloud Kitchens Limited on the business and operations of the Company along with audited
financial statements for the financial year ended March 31,2023.
Financial Results
The Companys financial performance for the year ended March 31,2023 is as below:
Standalone
(Rs. in thousands)
|
Year ended |
Year ended |
| Particulars |
31.03.2023 |
31.03.2022 |
| Revenue from operations |
2,20,827.35 |
2,21,589.96 |
| Other Income |
70,767.04 |
34,014.04 |
| Total Income |
2,91,594.39 |
2,55,604.00 |
| Personnel Cost |
58,582.66 |
55,433.80 |
| Operating and other expenses |
2,35,473.77 |
1,68,393.11 |
| Total Expenditure |
2,94,056.43 |
2,23,826.91 |
| Profit/(Loss) before Interest, Depreciation and Tax |
-2,462.04 |
31,777.09 |
| Less: Interest |
9,257.74 |
4,084.39 |
| Less: Depreciation |
23,788.28 |
32,182.79 |
| Profit/(Loss) from Ordinary Operation before tax |
-35,508.06 |
-4,490.09 |
| Less Provision for Tax |
- |
- |
| Profit/(Loss) from Continuing Operation after Tax |
-35,508.06 |
-4,490.09 |
| Less: Loss from Discontinued Operation |
-54,450.96 |
13,450.67 |
| Profit/(Loss) after Tax |
-89,959.02 |
8,960.58 |
RESULT OF OPERATIONS AND THE STATE OF THE COMPANYS AFFAIRS
During the year under review, your Company had earned revenue from operations (Gross)
of Rs. 2,20,827.35 thousand. The Loss before finance cost, depreciation and amortization
was of Rs. (2,462.04) thousands as against Profit of Rs. 31,777.09 thousands in the
previous year. The operating Loss after tax was Rs. (89,959.02) thousand as against Profit
of Rs. 8960.58 thousands in the previous year.
During the year 2021-22, some of the Promoters of the Company had submitted their
request to discontinue as Promoters of the Company and further requested the Company to
re-classify them under public category. To give effect to the same, the Company had taken
approval of the Shareholders by way of postal ballot, after receiving recommendation from
the Board in terms of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 ("SEBI Listing Regulations"), based on which an application
has been forwarded to the Bombay Stock Exchange ("BSE") where the shares of the
Company are listed. A reply is awaited from the BSE regarding the same.
Business Outlook
The Company operates Cloud Kitchens in Mumbai and Gurugram. Cloud Kitchens are mainly
engaged in manufacturing of fresh foods ranging from fresh bakery, desserts, hot meals,
cold meals to home meal convenience foods and ready to eat products. Currently the Company
does private label for renowned players in retail industry and caters to QSR Companies
having PAN India presence. The Company is currently operating in B2B model and soon
planning go into B2C model also.
Dividend
The Board of Directors of the Company have not recommended any dividend on equity
shares in respect of the financial year 202223. Provisions of Regulation 43A of the SEBI
Listing Regulations with regard to formulation of Dividend Distribution Policy are not
applicable to the Company.
Transfer to Reserves
The Company has not transferred any amount to reserves during the year and hence no
information as per the provisions of Section 134 (3) (j) of the Companies Act, 2013
("the Act") have been furnished.
Share Capital
During the year under review, there was no change in the share capital of the Company.
Internal Controls
The Company has robust internal control systems and procedures commensurate with its
nature of business which meets the following objectives:
• providing assurance regarding the effectiveness and efficiency of operations;
• efficient use and safeguarding of resources;
• compliance with policies, procedures, applicable laws and regulations; and
• transactions being accurately recorded and promptly reported.
The Company continues to have periodical audits conducted of all its functions and
activities to ensure that systems and procedures are followed across all areas.
The Audit Committee of Board of Directors of the Company regularly reviews the adequacy
of internal control systems through such audits. The Internal Auditor reports directly to
the Audit Committee. The Company also has a budgetary control system to monitor
expenditure against approved budgets on an ongoing basis.
Internal Financial Controls
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 Statutory Auditors and the Internal
Auditors of the Company on the inefficiency or inadequacy of such controls.
Risk Management
The Board of Directors of the Company have formulated a Risk Management Policy which
aims at minimizing the risk and enhancing the value and reviews the elements of risks with
regard to the business. The risk management approach is based on a clear understanding of
the variety of risks that the organization faces, disciplined risk monitoring and
measurement and continuous risk assessment and mitigation measures.
Cash Flow Statement
In conformity with the provisions of Regulation 34 of SEBI Listing Regulations, Cash
Flow Statement for the year ended March 31, 2023 has been provided in the Annual Report
and which forms part of this report.
Management Discussion and Analysis
In terms of the provisions of Regulation 34 of SEBI Listing Regulations, the Management
Discussion and Analysis for the year ended March 31, 2023 is set out in this Annual
Report.
Subsidiaries and Associates
The Company is not a holding Company in terms of Section 2 (46) of the Act. The Company
does not have subsidiary, associate or joint venture companies within the meaning of
Section 2(87) and Section 2(6) of the Act. Hence, Form AOC-1 pursuant to provisions of
Section 129(3) of the Act, is not provided in this report.
Secretarial Standard
The Company complies with all applicable mandatory Secretarial Standards issued by the
Institute of Company Secretaries of India.
Listing on Stock Exchanges
The Companys shares are listed on BSE Limited.
Particulars of Employees and other additional information
The ratio of the remuneration of each Key Managerial Personal (KMP) to the median of
employees remuneration as per section 197 of the Act, read with Rule 5 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rule, 2014 forms part of the
Boards Report and are provided under Annexure A.
None of the employees are drawing remuneration as per the ceiling stipulated in terms
of Rule 5 (2) (ii) of Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014.
Disclosures under Section 134(3)(l) of the Companies Act, 2013
Except as disclosed elsewhere in this Report, no material changes and commitments which
could affect the Companys financial position, have occurred between the end of the
financial year and date of this Report.
Annual Return
The Annual Return as on March 31, 2023 in terms of the provisions of Section 92(3) read
with Section 134(3)(a) of the Companies Act, 2013 and Rules thereto, is available on the
website of the Company - www.galaxycloudkitchens.in
Particulars of Contracts and arrangements with Related Parties
All Related Party Transactions that were entered into during the financial year were on
arms length and in the ordinary course of business. All Related Party Transactions were
placed before the Audit Committee of the Board of Directors for their approval. The Audit
Committee has granted omnibus approval for Related Party Transactions as per the
provisions of the Act and the SEBI Listing Regulations. Pursuant to Regulation 23 of the
SEBI Listing Regulations, all Related Party Transactions were placed before the Audit
Committee on a quarterly basis, specifying the nature, value and terms & conditions of
the transactions for their review.
The information on transactions with Related Parties pursuant to Section 134(3)(h) of
the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Form
AOC-2 under Annexure B which forms part of this Report.
The related party disclosures as specified in Para A of Schedule V read with Regulation
34(3) of the SEBI Listing Regulations are given in the Financial Statements.
Corporate Social Responsibility
The Company has not developed and implemented any Corporate Social Responsibility
initiatives as the said provisions are not applicable to the Company.
Corporate Governance
Our corporate governance practices are reflection of our value system encompassing our
culture, policies and relationships with our stakeholders. Integrity and transparency are
key to our corporate governance practices to ensure that we gain and retain the trust of
our stakeholders at all times.
As per Regulation 34 (3) read with Schedule V of the SEBI Listing Regulations, the
auditors certificate on corporate governance is enclosed as Annexure D to the Boards
report. The auditors certificate for financial year 2022-23 does not contain any
qualification, reservation or adverse remark.
Board Diversity
The Company recognizes and embraces the importance of a diverse board in success. We
believe that a truly diverse board will leverage differences in thought, perspective,
knowledge, skill, regional and industry experiences, cultural and geographical background,
age, ethnicity, race and gender that will help us to retain our competitive advantage. The
Board has adopted the Board Diversity Policy which sets out the approach to diversity. The
Board Diversity Policy is available on our website www.galaxycloudkitchens.in. Additional
details on Board diversity are available in the Corporate Governance report that forms
part of this Annual Report.
Disclosures related to Board, Committees, Policies and number of Board meetings
During the year, 6 (six) Board Meetings were convened and held through audio/video
conferencing, the details of which are given in the Corporate Governance Report. The
intervening gap between two consecutive meetings was within the period prescribed under
the Act. All the Directors actively participated in the meetings and provided their
valuable inputs on the matters brought before the Board of Directors from time to time.
On January 23, 2023, the Independent Directors held a separate meeting in compliance
with the requirements of Schedule IV of the Act and the provisions of SEBI Listing
Regulations.
As on March 31, 2023, the Board had three committees: the Audit committee, Nomination,
Remuneration and Compensation Committee and the Stakeholders Relationship Committee. The
meeting details are provided in the Corporate Governance Report that forms part of this
Annual Report. Details of Committees of the Company along with their terms of reference,
composition and meetings held during the year, are provided in the Corporate Governance
Report, which forms part of this Annual Report.
Directors and Key Managerial Personnel
The Board had judicious combination of Executive, Non-Executive and Independent
Directors to maintain the independence of the Board and separate its functions of
governance and management. As on March 31, 2023, the Board of Directors of the Company
consisted of Mr. Nishant Dholakia, Executive Director, Mr. Rajesh Mittal, Ms. Dimple
Somani and Mr. Manoj Khemka, Independent Directors, Mr. Sunil Biyani and Mr. Swapnil
Kothari, Non-Executive Directors.
During the year under review, Mr. Nishant Dholakia, Chief Executive Officer (DIN :
05200058) was appointed as an Additional Executive Director of the Company by the Board of
Directors with effect from May 23, 2022. Further, the Shareholders of the Company approved
the appointment of Mr. Nishant Dholakia as an Executive Director of the Company for a
period of five years with effect from May 23, 2022.
Mr. Manoj Khemka (DIN: 09686636) and Ms. Dimple Somani (DIN: 09685900) were appointed
as Additional Independent Director(s) of the Company at the meeting of the Board of
Directors held on July 26, 2022. Further, at the 40th Annual General Meeting of the
Company held on September 24, 2022, Mr. Manoj Khemka and Ms. Dimple Somani were appointed
as Independent Director(s) by the Shareholders of the Company, for a period of five
consecutive years from July 26, 2022 to July 26, 2027
The Board is of the opinion that Independent Directors possess highest standards of
integrity and requisite expertise and experience required to fulfil the duties as an
Independent Director of the Company..
In accordance with the provisions of Section 152 of the Companies Act, 2013 and that of
the Articles of Association, Mr. Nishant Dholakia is liable to retire from the Board of
the Company by rotation at the forthcoming Annual General Meeting ("AGM") and
being eligible, has offered himself for being re-appointed at the AGM.
The Notice convening forthcoming AGM includes the proposal for re-appointment of Mr.
Nishant Dholakia. A brief resume of the Director seeking re-appointment at the forthcoming
AGM and other details as required to be disclosed in terms of Regulation 36(3) of the SEBI
Listing Regulations and Secretarial Standard on General Meetings ("SS-2") forms
part of the Notice calling the AGM.
Mr. Sharad Rustagi (DIN: 07232913), Independent Director of the Company resigned from
the Board of the Company with effect from July 25, 2022, due to preoccupation and
confirmed that there is no other reason other than those stated in his resignation letter
dated July 25,2022. Consequently, Mr. Sharad Rustagi also ceased to be a member of Audit
committee with effect from July 26, 2022.
Ms. Udita Jhunjhunwala (DIN: 00120951) completed her second term as Independent
Director of the Company on September 17, 2022. Ms. Udita Jhunjhunwala ceased to be a
member of Audit committee and Nomination, Remuneration and Compensation Committee with
effect from July 26, 2022 due to expiry of her term as Independent Director.
The Board wishes to place on record their appreciation for the contributions made each
Director during their tenure as member of the Board of Directors of the Company.
Ms. Shruti Shrivastava resigned from the post of Company Secretary and Compliance
Officer of the Company with effect from the close of the working hours of September 24,
2022. Ms. Neelu Jain, an associate member of the Institute of Company Secretaries of
India, was appointed as Company Secretary and Compliance Officer with effect from November
5, 2022.
After the year under review, Ms. Neelu Jain resigned as the Company Secretary of the
Company from the close of the working hours of May 6, 2023. Ms. Jyoti Shetty, an associate
member of the Institute of Company Secretaries of India, was appointed as the Company
Secretary and Compliance Officer of the Company with effect from August 10, 2023 and she
resigned from the said post with effect from August 17, 2023. The Company is in the
process of appointing a Company Secretary and the same shall be complied within the
prescribed time.
Mr. Atul Joshi has resigned from the post of Chief Financial Officer of the Company
from the close of the working hours of July 31, 2022. Mr. Suraj Bhatt Chartered
Accountant, was appointed as the Chief Financial Officer of the Company with effect from
August 1, 2022 in his place. Further, Mr. Suraj Bhatt resigned as the Chief Financial
Officer of the Company from the close of the working hours of April 25, 2023. After the
year under review, Mr. Prince Singh was appointed as the Dy. Chief Financial Officer of
the Company with effect from May 24, 2023.
After the year under review following change shave taken place in the Board
composition:
1. Mr. Swapnil Kothari resigned as a Director of the Company with effect from August
17, 2023.
2. Mr. Rajesh Mittal resigned as an Independent Director of the Company with effect
from August 21, 2023.
The Board wishes to place on record their appreciation for the contributions made each
Director during their tenure as member of the Board of Directors of the Company.
Audit Committee
The Composition, terms of reference, powers and role of Audit Committee of the Company
are disclosed in the Corporate Governance Report, which forms part of this Annual Report.
There were no instances where the Board did not accept the recommendations of the Audit
Committee.
Nomination, Remuneration and Compensation Committee
A Nomination, Remuneration and Compensation Committee is in existence in accordance
with the provisions of sub-section (1) of Section 178 of the Act. Kindly refer section on
Corporate Governance, which is forming part of this report, under head Nomination,
Remuneration and Compensation Committee for matters relating to constitution, meetings,
functions of the Committee and the remuneration policy formulated by this Committee.
Policy on Directors Appointment and Remuneration
The current policy is to have an appropriate mix of Executive, Non-Executive and
Independent Directors to maintain the independence of the Board and separate its function
of governance and management. The policy of the Company on Directors appointment and
remuneration, including the criteria for determining qualifications, positive attributes,
independence of a Director and other matters, as required under sub-section (3) of Section
178 of the Act is available on our website at www.galaxycloudkitchens.in.
Board Evaluation
The Board of Directors has carried out an annual evaluation of its own performance,
board committees and individual directors pursuant to the provisions of the Act and SEBI
Listing Regulations.
In a separate meeting of independent Directors, performance of non-independent
directors, the Board as a whole and the Chairman of the Company was evaluated, taking into
account the views of executive Director and non-executive Directors. The Directors
expressed their satisfaction with the evaluation process.
The Board and the Nomination Remuneration and Compensation Committee reviewed the
performance of individual Directors on the basis of criteria such as the contribution of
the individual Director to the board and committee meetings like preparedness on the
issues to be discussed, meaningful and constructive contribution and inputs in meetings,
etc.
At a meeting of the Board of Directors, the performance of the Board, its Committees,
and individual Directors was discussed. Performance evaluation of Independent Directors
was done by the entire Board, excluding the independent Director being evaluated.
Moreover, further detail regarding skill, expertise and competencies of Directors are
disclosed in the Corporate Governance Report which forms part of this Annual Report.
Declaration by Independent Directors
The Company has received necessary declaration from each Independent Director that
he/she meets the criteria of independence laid down in Section 149(6) of the Act along
with Rules framed thereunder and Regulation 25 of the SEBI Listing Regulations.
Directors Responsibility statement
Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of its
knowledge and ability, confirm that:
i. in preparation of the annual accounts for the financial year, the applicable
accounting standards have been followed and there are no material departures, wherever
applicable;
ii. 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 at the end of the financial year and of
the Loss of the Company for the year ended on that date;
iii. the Directors 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. the Directors have prepared the annual accounts on a going concern basis;
v. the Directors have laid down internal financial controls have been laid down to be
followed by the Company and that such internal financial controls are adequate and
operating effectively;
vi. the Directors have devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems were adequate and operating effectively.
Auditors and Auditor s Report
At the thirty seventh AGM held on September 16, 2019, the Members approved
re-appointment of S A R A & Associates, Chartered Accountants (Registration No.
120927W) as Statutory Auditors of the Company to hold office for a period of five years
from the conclusion of that AGM till the conclusion of the forty second AGM of the
Company.
The Auditors Report on the financial statements for the financial year ended March 31,
2023 does not contain any qualification, observation, emphasis of matter of adverse remark
and doesnt contain any instances of fraud as mentioned under Section 143 of the Act. The
Auditors Report is enclosed with the financial statements as a part of this Annual
Report.
Secretarial Auditor and Secretarial Audit Report
Pursuant to Section 179 and 204 of the Act and rules made thereunder, M/s. Nidhi Bajaj
& Associates, Practising Company Secretary (Membership No. 28907/Certificate of
Practice No. 14596) was appointed as a Secretarial Auditor to conduct the secretarial
audit of the Company for the financial year 2022-23.The Secretarial Auditors Report for
the financial year 2022-23 is enclosed as Annexure C which forms part of this Report. The
said Secretarial Auditors Report does not contain any qualifications, reservations or
adverse remarks.
Cost records and Cost audit
Maintenance of cost records and requirements of cost audit as prescribed under Section
148(1) of the Act, are not applicable for the business activities carried out by the
Company.
Disclosure relating to equity shares with differential rights
The Company has not issued any equity shares with differential rights during the year
under review and hence no information as per provisions of Rule 4(4) of the Companies
(Share Capital and Debenture) Rules, 2014 has been furnished.
Disclosure relating to Employee Stock Option Scheme and Employee Stock Purchase Scheme
The Company has not issued or granted any Employee Stock Option Scheme and Employee
Stock Purchase Scheme during the year under review and hence no information as per
provisions of Rule 12 of the Companies (Share Capital and Debenture) Rules, 2014 has been
furnished.
Disclosure relating to sweat equity shares
The Company has not issued any sweat equity shares during the year under review and
hence no information as per provisions of Rule 8(13) of the Companies (Share Capital and
Debenture) Rules, 2014 has been furnished.
Disclosures in respect of voting rights not directly exercised by employees
There are no shares held by trustees for the benefit of employees and hence no
disclosure under Rule 16(4) of the Companies (Share Capital and Debentures) Rules, 2014
has been furnished.
Disclosure of orders passed by Regulators or Courts or Tribunal
There are no significant and material orders passed by the regulators or courts or
tribunals impacting the going concern status and the Companys operations in future.
Conservation of Energy, Technology Absorption and Foreign Exchange
Information required under Section 134 (3)(m) of the Act read with Rule 8(3) of the
Companies (Accounts) Rules, 2014, with respect to conservation of energy, technology
absorption and foreign exchange earnings and outgo are enclosed as Annexure E to the
Boards report.
Declaration by Executive Director and CEO
As per Regulation 34(3) read with Schedule V of the SEBI Listing Regulations,
declaration stating that the members of Board of Directors and senior management personnel
have affirmed compliance with the code of conduct of board of Directors and senior
management is enclosed as Annexure F.
Deposits from Public
During the year under review, your Company neither accepted any deposits nor there were
any amounts outstanding at the beginning of the year which were classified as
‘Deposits in terms of Section 73 of the Act read with the Companies (Acceptance of
Deposit) Rules, 2014 and hence, the requirement for furnishing of details of deposits
which are not in compliance with the Chapter V of the Act is not applicable.
Particulars of Loans, Guarantees or Investments under section 186 of the Act
During the year under review, the Company has not granted any loans, Guarantees nor
made any Investments covered under the provisions of Section 186 of the Act.
Prevention of Sexual Harassment Policy
The Company has in place a prevention of Sexual Harassment Policy in line with the
requirements of the sexual Harassment of Women at the Workplace (Prevention, Prohibition
and Redressal) Act, 2013. The Company follows a gender-neutral approach in handling
complaints of sexual harassment and is compliant with law of the Land. We have also
constituted an Internal Committee to consider and address sexual harassment complaints in
accordance with the Sexual Harassment of Women at Workplace (prevention, prohibition and
Redressal) Act, 2013. All employees (Permanent, contractual, temporary and trainees) are
covered under this policy. During the year 2022-23, no complaints were received by the
Company related to sexual harassment.
Vigil Mechanism
The Company has a Whistle Blower Policy and has established the necessary vigil
mechanism for directors and employees in confirmation with Section 177(9) of the Act and
Regulation 22 of SEBI Listing Regulations, to report concerns about unethical behaviour.
The details of the policy have been disclosed in the Corporate Governance Report, which is
a part of this report and is also available on www.galaxycloudkitchens.in.
Detection of Fraud
During the year under review, no fraud has been reported by the auditors viz.
statutory and secretarial auditors to the Audit Committee or the Board in terms of Section
143(12) of the Act.
Acknowledgement
The Directors thank the Companys employees, customers, vendors, investors and academic
partners for their continuous support. We place on record our appreciation for the
contribution made by our employees at all levels. Our consistent growth was made possible
by their hard work, solidarity, cooperation and support.
For and behalf of the Board of Directors
Sunil Biyani Director
DIN:00006583
Nishant Dholakia Executive Director and Chief Executive Officer
DIN:05200058
Place: Mumbai
Date: 25/08/2023
+91-9892691696
