Go Fashion (India) Ltd Directors Report.

To the Members,

Your Directors have pleasure in submitting their Eleventh Annual Report of the Company together with the Audited Statements of Accounts for the year ended 31st March 2021.

1. NATURE OF BUSINESS

The Company is engaged in the business of retailing womens garments and there is no change in the nature of the business of the Company during the year under review.

2. FINANCIAL RESULTS

During the year the performance of the company was affected by covid. There were no operations from April 2020 - June 2020 due to lockdowns. Despite such lockdowns in pandemic situations, the Company could recover reasonable revenue post lockdown. The financial performance of the year is as follows.

Standalone

(Rupees in Lakhs)

Particulars 2020-21 2019-20
Turnover 25,066.85 39,201.44
Other Income 3,158.42 482.45
T otal Revenue 28,225.27 39,683.89
Less: Total Expenses excluding (A) and (B) 20,431.96 26,550.94
Less: Finance Cost (A) 2,056.88 1,647.16
Less: Depreciation & Amortization Expense (B) 6049.88 4,657.20
Profit before Tax (313.45) 6,828.59
Current Tax 260.00 2,046.31
Deferred Tax and Adjustments (219.60) (481.13)
Net Tax 40.40 1,565.18
Profit after Tax (353.84) 5263.41
Less : Proposed Dividend & Tax thereon - -
Balance carried to Balance Sheet (353.84) 5,263.41

3. FINANCIAL SUMMARY OR HIGHLIGHTS OF PERFORMANCE

Your company has reported total revenue of Rs.25,066.85 Lakhs for the current year 202021 as compared to previous year 2019-20 at Rs.39,356.40 Lakhs, resulting in the decrease of 36.31% growth as compared to previous year. The drop in revenue is due to Covid Lockdowns and the corresponding effect on the Net profit was a loss of Rs.313.45 Lakhs. This was due to the economic downturn of the entire country due to the pandemic. Post lockdown, after initial slump the market picked up and the Company posted a decent revenue. The Management is positive about the present economic scenario and will be able to deliver an improved performance in the current financial year.

Despite lockdowns, your Company continues with its rigorous cost restructuring exercises and efficiency improvements which have resulted in significant savings through continued focus on cost controls and process efficiencies thereby enabling the Company to reduce losses inspite of a fall in revenue by 36.31%.

4. RESERVE AND SURPLUS AND TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR PROTECTION FUND

The Company has not transferred any amount to reserve account for the year ended 31.03.2021. Since there was no unpaid/unclaimed Dividend declared and paid last year, the provisions of Section 125 of the Companies Act, 2013 do not apply.

5. DIVIDEND

The Directors at their meeting held on 17-06-2021 has recommended preference dividend for the financial year 2020-21 to its preference shareholders and the same has to be approved in the forthcoming AGM. The Company has paid preference dividend to preference shareholders for the FY 2019-20 on 15th October 2020. No dividend for equity shares is recommended as the company decided to conserve the resources for the business.

6. MATERIAL CHANGES AND COMMITMENT, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENT RELATES AND THE DATE OF THE REPORT

Prevalence of Covid-19

In fiscal 2020, when the COVID-19 pandemic first broke, your company swiftly reacted by providing the required support to the workforce, clients and the community. Fiscal 2021 has seen the second wave of covid which has affected the business for the month of April 21 and May 21 due to local lockdowns in most part of the country. The Company has ramped up its efforts to reduce the cost without affecting the stakeholders interest like employees and others.

7. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANIES OPERATION IN FUTURE

No significant and material orders have been passed by any Regulator or Court or Tribunal that has had an impact on the going concern status and the Companys operations in future.

8. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

a) CONSERVATION OF ENERGY:

Your Company has considered Sustainability as one of the strategic priorities and energy conservation is one of the strong pillars for preserving natural resources and improving bottom line. Your Company is continuously striving towards improving the energy performance in all areas. Your Company has always considered energy and natural resource conservation as a focus area and has been consciously making efforts towards improving the energy performance year on year.

The steps taken or impact on conservation of energy are:

Replacement of conventional lighting with LED lighting.

Energy efficient air-conditioning systems.

Solar Energy Tapping is being worked on by the company for utilizing alternate sources of energy

The capital investment on energy conservation equipment - NIL

b) TECHNOLOGY ABSORPTION:

There is no material action on technology absorption under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of The Companies (Accounts) Rules, 2014.

c) FOREIGN EXCHANGE EARNINGS AND OUTGO:

During the year, the company has reported an import of Rs.1713.85 Lakhs on FOB basis and no foreign exchange earnings during the financial year.

9. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY

Your Company has a well-defined risk management framework in place. The risk management framework works at various levels across the enterprise. These levels form the strategic defence cover of the Companys risk management. The Company has a robust Organizational structure for managing and reporting on risks.

10. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The company has formulated CSR policy and constituted CSR committee. The present members of the CSR committee are as follows:

Composition of CSR Committee at the end of the financial year

The composition of CSR committee constitutes three directors:

Mr.Gautam Saraogi - Chairman

Mr.Prakash Kumar Saraogi -Member

Mr.Rahul Saraogi - Member

Total amount spent for the financial year: Rs.1.68 Crores.

The CSR Policy and Annual Report on CSR has been attached as Annexure B to this report.

11. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

There are no loans, guarantees or investments made under the section 186 of the Companies Act 2013 during the year under review.

12. RELATED PARTY TRANSACTIONS:

All related party transactions that were entered into during the financial year ended 31st March 2021 were on an arms length basis and were in the ordinary course of business. Therefore, the provisions of Section 188 of the Companies Act, 2013 were not attracted. Further, there are no materially significant related party transactions during the year under review made by the Company with Promoters, Directors, or other designated persons which may have a potential conflict with the interest of the Company at large. However, related party transactions have been properly approved by the Board, whenever initiated and Details pertaining to related party transactions are given in Form AOC-2, as required under section 134(3)(h), is enclosed as Annexure-A to this report. The disclosure of transactions with related party for the year is given under Note No.30 to the financial statements.

13. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS

There were no qualifications, reservations or adverse remarks made by the Auditors in their report. The provisions relating to submission of Secretarial Audit Report is not applicable to the Company.

14. COMPANYS POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES

Pursuant to Section 178(1) of the Companies Act 2013, a Nomination and Remuneration Committee was constituted by the Board at its meeting held on 07th Nov 2019. During the year, the Committee was reconstituted with the following Members:

S.No. Name Designation
(i) Mr.Ravi Shankar Venkataraman Ganapathy Agraharam Chairman
(ii) Mr.Rahul Saraogi Member
(ii) Mr.Gagandeep Singh Chhina Member
(iv) Ms.Sakshi Vijay Chopra Member
(v) Mr.Prakash Kumar Saraogi Member
(vi) Mr.Gautam Saraogi Member

The Company has devised a policy relating to Appointment of Directors, payment of Managerial remuneration, Directors qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178(3) of the Companies Act, 2013.

There were no meetings held during the financial year 20-21.

15. PARTICULARS OF EMPLOYEES

Disclosures under this clause are not applicable as the company is a private limited company.

16. ANNUAL RETURN

The extract of Annual Return is given as annexure to this Boards Report as MGT-9.

17. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW

The Board of Directors duly met Four (4) times on 17-09-2020, 22-12-2020, 19-01-2021 and 30-03-2021 during the financial year 2020-21.

The dates of the Board Meetings are as given below:

Date of Meeting Directors Strength No. of Directors Present
17-09-2020 Six Five
22-12-2020 Six Five
19-01-2021 Six Six
30-03-2021 Six Three

18. DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Companies Act, 2013, the Board hereby submits its responsibility Statement:

a. In the preparation of the Annual accounts for the year ended March 31, 2021 the applicable Accounting Standards have been followed along with proper explanation relating to material departures, if any.

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 for the year ended 31st March 2021 and of the profit for the year ended 31st March 2021.

c. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of 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 accounts for the year ended March 31, 2021 on a going concern basis.

e. 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.

19. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

There are no Subsidiaries, joint ventures or associate companies.

20. DEPOSITS

Your Directors state that there is no disclosure or reporting is required in respect of the deposit as there were no transactions falling under chapter V during the year under review.

21. DECLARATION OF INDEPENDENT DIRECTORS

The provisions of Section 149 (4) pertaining to the appointment of Independent Directors do not apply to our Company.

22. STATUTORY AUDITORS

In terms of the provisions of Section 139 of the Companies Act 2013 read with Companies (Audit and Auditors) Rules 2014 M/s. Deloitte Haskins & Sells LLP, Chartered Accountants (Firm Registration Number 117366W), the Statutory Auditors of the Company shall hold office from the conclusion of the 10th Annual General Meeting till the conclusion of the 14th Annual General Meeting of the Company at a remuneration fixed by the Board of Directors of the Company in consultation with the Auditors.

23. SECRETARIAL AUDIT REPORT

Being a Private Limited Company and not having outstanding loans or borrowings from banks or public financial institutions of one hundred crore rupees or more, the provisions of Section 204 of the Companies Act, 2013 relating to the Secretarial Audit Report are not applicable to the Company.

24. DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND VIGIL MECHANISM

Pursuant to Section 177 of the Companies Act, 2013, an Audit Committee was constituted by the Board at its meeting held on 07th Nov 2019. During the year, the committee was reconstituted with the following Members:

S.No. Name Designation
(i) Mr.Gagandeep Singh Chhina Chairman
(ii) Mr.Ravi Shankar Venkataraman Ganapathy Agraharam Member
(iii) Mr.Gautam Saraogi Member
(iv) Ms.Sakshi Vijay Chopra Member
(v) Mr.Prakash Kumar Saraogi Member
(vi) Mr.Rahul Saraogi Member

During the FY 19-20, the Audit Committee met 2 (two times) on 17-09-2020 and 30-03-2021.

Pursuant to Section 177(9) of the Companies Act 2013, the Company was not required to constitute a Vigil Mechanism.

25. SHARE CAPITAL

The paid up equity share capital as on March 31, 2021 was Rs.78,99,48,700. The company during the year neither issued any shares with differential voting rights nor granted stock options or sweat equity or bonus shares.

26. THE DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL WHO WERE APPOINTED OR HAVE RESIGNED DURING THE YEAR

There has been no change in Key Managerial Personnel during the year under review.

Appointment/Resignation of Directors

Mr.Prashant Purker (DIN: 00082481) Nominee Director of ICICI Venture Funds Management Company Limited on the Board of the Company resigned from the Directorship of the Company with effect from 19th January 2021 as ICICI Venture had withdrawn his nomination. The Board expressed its gratitude and thanked Mr.Prashant Purker for his contribution during his tenure in the Company.

Mr.Gagandeep Singh Chhina (DIN: 07397540) was appointed as Nominee Director of ICICI Venture Funds Management Company Limited on the Board of the Company under Section 161(3) of the Companies Act 2013 in the place of Mr.Prashant Purker with effect from 19th January 2021. The Board welcomed Mr.Gagandeep Singh Chhina.

27. COST RECORDS

The provision of Cost audit as per section 148 is not applicable and the company is not required to maintain cost records for the financial year under review.

28. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SECTION 143(12) OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT

There were no frauds as reported by the statutory auditors under sub section 12 of section 143 of the Companies Act 2013 along with rules made there-under other than those which are reportable to the Central Government for the financial year ended 31st March 2021.

29. THE DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

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. Such controls have been assessed during the year under review taking into consideration the essential components of internal controls stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by The Institute of Chartered Accountants of India. Based on the results of such assessments carried out by Management, no reportable material weakness or significant deficiencies in the design or operation of internal financial controls was observed. Nonetheless your Company recognizes that any internal control framework, no matter how well designed, has inherent limitations and accordingly, regular audits and review processes ensure that such systems are reinforced on an ongoing basis.

30. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment from all employees (permanent, contractual, temporary, trainees are covered under this policy). ICC has received no complaints during the financial year.

31. SECRETARIAL STANDARDS OF ICSI

The Company is in compliance with the Secretarial Standards specified by the Institute of Company Secretaries of India (ICSI) and approved by the Central Government.

32. ACKNOWLEDGEMENTS

Your Directors would like to express their grateful appreciation for the assistance and Cooperation received from the Banks, financial institutions, Government Authorities, Customers, Vendors and Members during the year under review. Your directors also wish to place on record their deep sense of appreciation for the committed services of executives, staff and workers of Company.

For and on behalf For and on behalf
of the Board of Directors of the Board of Directors
Go Fashion (India) Private Limited Go Fashion (India) Private Limited
Mr. Prakash Kumar Saraogi Mr. Gautam Saraogi
Director Director
DIN:00496255 DIN: 03209296
Address: Address:
6A, NITHYASHREE APARTMENT, 6A, NITHYASHREE APARTMENT,
NO. 51, CHAMIERS ROAD, R.A. PURAM, NO.51, CHAMIERSROAD, R.A.PURAM
CHENNAI 600028 CHENNAI 600028
Place: Chennai
Date:17-06-2021