To
The Members,
Goel Food Products Limited
(Formerly Known as Goel Food Products Private Limited)
Your directors have pleasure in presenting their Annual Report on the business
andoperations of the company together with the Audited Statement of Accounts for the
period ended 31st March, 2022.
FINANCIAL RESULTS
The Company’s financial performance for the year under review along with previous
year’s figures are given hereunder:
(Rs. in Lakhs)
| PARTICULARS |
2021-22 |
2020-21 |
| Revenue from Operations and Other Income |
1696.25 |
753.85 |
| Total Expenses |
1396.48 |
740.62 |
| Net Profit for the year |
299.77 |
6.27 |
| Current Income Tax |
12.05 |
- |
| I.T. Expenses for earlier Year |
- |
- |
| Deferred Tax |
56.51 |
6.74 |
| Net Profit/ (Loss) after Tax |
231.21 |
(0.47) |
| Dividend (Including interim if any and final) |
- |
- |
| Net Profit after dividend and tax |
231.21 |
(0.47) |
| Amount Transfer to General Reserve |
- |
- |
| Balance Carried to Balance Sheet |
231.21 |
(0.47) |
| Earnings per share (Basic) |
21.83 |
(0.06) |
| Earnings per share (Diluted) |
21.83 |
(0.06) |
STATEMENT OF COMPANYS AFFAIR AND FUTURE OUTLOOK
During the year under report, your company had earned gross revenue of Rs.1,696.25
Lakhs as compared to Rs. 753.85 Lakhs in the immediately previous year. Profit after tax
for the year under report amounted to Rs. 231.21 Lakhs as compared to loss of Rs. 0.47
Lakhs in the immediately previous year.
Due to Covid19 pandemic, the business prospect of the company has been affected.
However, Board of Director’s are equally optimistic for the future opportunities post
pandemic.
CHANGE IN NATURE OF BUSINESS, IF ANY
During the year, there has been no change in the nature of business of the Company.
DIVIDEND
The Company has not declared any dividend during the Financial Year under
consideration, as the company wants to preserve the financial resources for future
expansion.
TRANSFER TO UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND
The provision of section 125(2) of companies Act, 2013 do not apply as there was no
dividend declared and paid earlier year.
AMOUNTS TRANSFERRED TO RESERVES
No amount has been transferred from Surplus in Profit & Loss Account to General
Reserve during the previous year.
DETAILS OF SUBSIDIARY, JOINT VENTURE OR ASSOCIATES
During the year under consideration, neither any company became nor ceased to be a
subsidiary/ joint venture/ associate of the Company.
CHANGE IN SHARE CAPITAL OF THE COMPANY
AUTHORISED SHARE CAPITAL
A. The Authorized Share Capital of the Company as on 31st March, 2022 was:
a) The authorized share capital of company increased to Rs 4,00,00,000 (Rupees Four
Crores only) divided into 40,00,000 (Fourty Lakhs) Equity shares of Rs 10 each from Rs.
1,00,00,000 (Rupees One Crore only) divided into 10,00,000 (Ten Lakhs) Equity Shares of
Rs. 10 each (Rupees Ten Only).
B. The Paid-up Share Capital of the Company as on 31st March, 2022 was:
a) The Paid-up share capital of the company increased to Rs. 3,26,96,000 (Rupees Three
Crore Twenty Six Lakhs Ninety Six Thousandsonly) divided into 32,69,600 (Thirty Two Lakhs
Sixty Nine Thousand Six Hundred) Equity Shares of Rs. 10 each (Rupees Ten Only)from Rs.
81,74,000 (Rupees Eighty One Lakhs Seventy Four Thousands only) divided into 8,17,400
(Eight Lakhs Seventeen Thousands Four Hundred) Equity Shares of Rs. 10 each (Rupees Ten
Only).
There has been changes in Paid-up Share Capital after the March 2022. At present,
Paid-up Share Capital of the Company are as follows:
a) Authorized Share capital is 4,00,00,000 (Rupees Four Crores) divided into 40,00,000
(Fourty Lakhs) equity shares of Rs. 10/- each (Rupees Ten Only).
b) Paid-up share capital of the company is Rs. 3,77,04,000 (Rupees Three Crores Seventy
Seven Lakhs Four Thousand only) divided into 37,70,400 (Thirty Seven Lakhs Seventy
Thousand Four Hundred) Equity Shares of Rs. 10/- each (Rupees Ten Only).
MATERIAL CHANGES AND COMMITMENTS
Our Company has completed of 25 year of successful business. For celebrating this the
company has issued and allotted 24,52,200 Bonus Equity Shares of Rs. 10 each fully paid up
from Accumulated Reserve and Surplus pursuant to Board Meeting held on 24th February,
2022. Further, 5,00,800/- Equity Shares of Rs.10/- each had been allotted through Initial
Public Offering (IPO) in BSE SME Platform of BSE Limited. Equity Shares of the Company got
listed on 27th June 2022 on the BSE SME platform of Bombay Stock Exchange.
DISCLOSURE REGARDING ISSUE OF EQUITY SHARES WITH DIFFERENTIAL RIGHTS
The Company has not issued Equity Shares with Differential Rights as stated in Rule
4(4) of Companies (Share Capital and Debenture Rules, 2014) for the Financial Year.
DISCLOSURE REGARDING ISSUE OF EMPLOYEE STOCK OPTIONS
The Company has not provided any Stock Option Scheme to the employees as stated in Rule
12(9) of Companies (Share Capital and Debenture Rules, 2014).
DISCLOSURE REGARDING ISSUE OF SWEAT EQUITY SHARES
The Company has not issued any Sweat Equity Shares during the year under review as
specified in Rule 8(13) of Companies (Share Capital and Debenture Rules, 2014).
DEPOSITS
The company has not accepted any deposits during the year.
DETAILS OF SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNAL
No significant and material orders have been passed by any regulator(s) or Court(s) or
Tribunal(s) impacting the going concern’s status and Companies operations in future.
STATEMENT IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROL WITH REFERENCE TO THE
FINANCIAL STATEMENTS
Your Company has an adequate system of internal control procedure as commensurate with
the size and nature of business, which ensures that all assets are safeguarded and
protected against loss and all transactions are recorded and reported correctly.
EXTRACT OF ANNUAL RETURN
The Annual Return of the Companies as on 31st March, 2022 is attached as Annexure A.
The same will be available on the website of the company at www.bika.co.in.
NUMBER OF BOARD MEETINGS
During the financial year under review, the Company had 8 (Eight) Board meetings as
follows:
| S. Date of Meeting No. |
Total no. of directors |
No. of Directors Present |
| 1 30th June, 2021 |
3 |
3 |
| 2 1st September, 2021 |
3 |
3 |
| 3 7th October, 2021 |
3 |
3 |
| 4 1st December, 2021 |
3 |
3 |
| 5 13th January, 2022 |
3 |
3 |
| 6 10th February, 2022 |
3 |
3 |
| 7 16th February, 2022 |
5 |
3 |
| 8 24th February, 2022 |
5 |
3 |
PARTICULARS OF LOAN, GUARANTEES AND INVESTMENTS UNDER SECTION 186
There were loans, guarantees or investments made by the Company and we complied all
provision under Section 186 of the Companies Act, 2013 during the year under review.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
All contracts / arrangements / transactions entered by the Company during the financial
year with related parties were in the ordinary course of business and on an arm’s
length basis. 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. Accordingly, the
disclosure of Related Party Transactions as required under Section 134(3) of the Companies
Act in Form AOC-2 is not applicable. Attention of the members is drawn to the disclosures
of transactions with the related parties is set out in Notes to Accounts forming part of
the financial statement.
STATUTORY AUDITORS
During the year, previous auditors of the Company, M/s Kedia Dhandharia & Co.,
Chartered Accountants resigned. M/s R Kothari & Co., Chartered Accountants (Firm
Registration Number: 307069E/E300266) has been appointed as Statutory Auditor of the
company in the Extra Ordinary General Meeting conducted on 11th February 2022 for
financial year 2021-22 to fill the casual vacancy and that shall be eligible for
reappointment in AGM of the company to be held in the year 2022. There are no
qualifications or adverse remarks in the auditor’s report which require any
clarification/explanation. The notes on financial statements are selfexplanatory and needs
no further explanation.
SECRETARIAL AUDITOR
M/s. Chetna Gupta& Associates, Practising Company Secretary (COP. No. 10067) has
been appointed as Secretarial Auditor of the company for the Financial Year 2022-2023.
INTERNAL AUDITOR
M/s J. B. S & Co., Chartered Accountants, (FRN.- 323734E) have been appointed as
Internal Auditors of the company for the Financial Year 2022-2023.
CONSERVATION OF ENERGY, TECHNOLOGY, ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
The details of Energy, Technology, Absorption, Foreign Exchange Earnings and Outgo are
as under.
A. Conservation of Energy, Technology Absorption
The Company being in the Banquets, Hotels and catering industry, its activities do not
involve any expenditure on technology and research and development. Therefore, the
particulars in the Companies (Accounts) Rules, 2014, as amended, in respect of
conservation of energy and technology absorption, it is not applicable to the Company.
Further, the operations of the Company are not energy intensive. However, the Company
takes every effort to ensure optimum use of energy by using energy efficient LED
Lightings, Air- Conditioners etc.
B. Foreign Exchange Earnings and Outgo
As the Company is engaged in the business of Banquets, Hotels and catering industry, we
are not holding any foreign exchange. There have not been any foreign exchange earnings on
companies own account.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
The Board is properly constituted as per the provisions of the Companies Act, 2013.
The Board at present comprises of:
Change in Directors and Key Managerial Personnel during the year under review:-
| Sr. Name of Directors No. |
DIN |
Designation |
| 1. DINESH GOYAL |
00881868 |
Managing Director |
| 2. RASHMI GOYAL |
05253256 |
Executive Director |
| 3. YATHARTH GOYAL |
08708033 |
Non Executive Directors |
| 4. GOUTAM GUPTA |
06740979 |
Independent Director |
| 5. PRAVIN PODDAR |
09003659 |
Independent Director |
• Mr. Dinesh Goyal appointed as Cheif financial officer of the Company as on 26th
February, 2022
• Mr. Goutam Gupta appointed as Independent Director of the Company as on 11th
February, 2022
• Mr. PravinPoddar appointed as Independent Director of the Company as on 11th
February, 2022
COMMITTEES OF THE BOARD:
There are currently Four Committees of the Board, as follows:
I. Audit Committee
II. Stakeholders’ Relationship Committee
III. Nomination and Remuneration Committee
IV. Internal Complaints Committee
AUDIT COMMITTEE
Constituted in Compliance with Section 177 of the Companies Act, 2013:
| Name of the Director |
Designation in Committee |
Nature of Directorship |
| Mr. PravinPoddar |
Chairman |
Independent Director |
| Mr. Goutam Gupta |
Member |
Independent Director |
| Mr. Dinesh Goyal |
Member |
Managing Director |
Company Secretary and Compliance Officer of our Company would act as the Secretary to
the Audit Committee.
Scope and functions of the Committee: The Scope and functions of the Audit Committee is
in accordance with Section 177 of the Companies Act 2013 and includes the following:
a. the recommendation for appointment, remuneration and terms of appointment of
auditors of the company;
b. review and monitor the auditor’s independence and performance, and
effectiveness of audit process;
c. examination of the financial statement and the auditors’ report thereon;
d. approval or any subsequent modification of transactions of the company with related
parties.
e. scrutiny of inter-corporate loans and investments;
f. valuation of undertakings or assets of the company, wherever it is necessary;
g. evaluation of internal financial controls and risk management systems;
h. monitoring the end use of funds raised through public offers and related matters.
STAKEHOLDERS’ RELATIONSHIP COMMITTEE
Constituted in Compliance with Section 178 of the Companies Act, 2013:
| Name of the Directors |
Status in Committee |
Nature of Directorship |
| Mr. PravinPoddar |
Chairman |
Independent Director |
| Mr. Goutam Gupta |
Member |
Independent Director |
| Mrs. RashmiGoyal |
Member |
Executive Director |
Company Secretary and Compliance Officer of the Company will act as secretary of the
Nomination and Remuneration Committee.
Scope and functions of the Committee: The Scope and functions of the Stakeholders
Relationship Committee is in accordance with Section 178 of the Companies Act 2013 a n d
includes the following:
i. the level and composition of remuneration is reasonable and sufficient to attract,
retain and motivate Directors of the quality required to run the company successfully;
ii. relationship of remuneration to performance is clear and meets appropriate
performance benchmarks; and
iii. remuneration to Directors, key managerial personnel and senior management involves
a balance between fixed and incentive pay reflecting short and long-term performance
objectives appropriate to the working of the company and its goals.
NOMINATION AND REMUNERATION COMMITTEE
Constituted in Compliance with Section 178 of the Companies Act, 2013:
| Name of the Directors |
Status in Committee |
Nature of Directorship |
| Mr. Goutam Gupta |
Chairman |
Independent Director |
| Mr. PravinPoddar |
Member |
Independent Director |
| Mr. YatharthGoyal |
Member |
Non-Executive Director |
Scope and functions of the Committee: The Scope and functions of the Nomination and
Remuneration Committee is in accordance with Section 178 of the Companies Act which
includes shall consider and resolve the grievances of security holders of the company
INTERNAL COMPLAINTS COMMITTEE
| Name of the Directors |
Status in Committee |
Gender |
| Mrs. Rashmi Goyal |
Presiding Officer |
Female |
| Mr.Pradip Agarwal |
Member |
Male |
| Mrs. Bimla Devi Goyal |
Member |
Female |
| Mr. Abhinav Sharma |
Member |
Male |
Scope and functions of the Committee: An Internal Complaints Committee is constituted
for our Company by the Board to look into the matters concerning sexual harassment.
FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTOR
The Company through its Executive Directors / Senior Managerial Personnel conduct
programs / presentations periodically to familiarize the Independent Directors with the
strategy, operations and functions of the Company. Such programs / presentations will
provide an opportunity to the Independent Directors to interact with the senior leadership
team of the Company and help them to understand the Company’s strategy, business
model, operations, service and product offerings, markets, organization structure,
finance, human resources, technology, quality, facilities and risk management and such
other areas as may arise from time to time. The programs / presentations shall also
familiarize the Independent
Directors with their roles, rights and responsibilities.
The Company circulate news and articles related to the industry on a regular basis and
may provide specific regulatory updates from time to time and The Company conduct an
introductory familiarization program / presentation, when a new Independent Director comes
on the Board of the Company
DECLARATION BY INDEPENDENT DIRECTORS
The Independent Directors of your Company have submitted the declaration of
Independence as required under Section 149(7) of the Companies Act, 2013 confirming that
they meet the criteria of independence under Section 149(6) of the Companies Act, 2013.
Initial disclosure pursuant to Regulation 7(1)(b) of the SEBI (Prohibition of Insider
Trading) Regulations, 2015 as amended, has been submitted by the independent director of
the Companies.
DISCLOSURE AS PER RULE 5 OF COMPANIES (APPOINTMENT & REMUNERATION OF MANAGERIAL
PERSONNEL) RULES, 2014.
Your company has paid remuneration as per the provisions of Rule 5(2) of the Companies
(Appointment & Remuneration of Managerial Personnel) Rules, 2014.
INSTANCES OF FRAUD, IF ANY REPORTED BY THE AUDITORS
There have been no instances of fraud reported by the Auditors under Section 143(12) of
the Companies Act, 2013.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
A detailed review of the operations, performance and other matters of the Company is
set out in the Management Discussion and Analysis Report pursuant to Regulation 34 of the
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended,
forms part of this Annual Report as Annexure -B.
CORPORATE SOCIAL RESPONSIBILITY
Provisions of section 135 of the Companies Act, 2013, read with Companies (Corporate
Social Responsibility Policy) Rules, 2014 are not applicable to your Company for the year
under reference.
CORPORATE GOVERNANCE
In terms of SEBI (Listing Obligations and Disclosures Requirement) Regulations, 2015
companies which have listed their specified securities on SME Exchange are exempted from
compliance with corporate governance provisions.
Since the equity shares of the company is listed exclusively on SME platform of BSE,
the Company is exempted from compliance with corporate governance provisions, and
accordingly the reporting requirements like Corporate Governance Report, Business
Responsibility Report etc. are not applicable on the company.
POLICY /VIGIL MECHANISM/CODE OF CONDUCT
The Company has a Whistle Blower Policy in line with the provisions of the Section 177
of the Companies Act, 2013. This policy establishes a vigil mechanism for directors and
employees to report their genuine concerns actual or suspected fraud or violation of the
Company’s code of conduct. The said mechanism also provides for adequate safeguards
against victimization of the persons who use such mechanism and makes provision for direct
access to the chairperson of the Audit Committee. We confirm that during the financial
year 2021-22, no employee of the Company was denied access to the Audit Committee. The
said Whistle Blower Policy is available on the website of the Company at www.bika.co.in
The Board of Directors has approved a Code of Conduct which is applicable to the
Members of the Board and all employees in the course of day-to-day business operations of
the company. The Company believes in "Zero Tolerance" against bribery,
corruption and unethical dealings / behaviours of any form and the Board has laid down the
directives to counter such acts. The Code has been posted on the Companys website
https://www.bika.co.in
The Code lays down the standard procedure of business conduct which is expected to be
followed by the Directors and the designated employees in their business dealings and in
particular on matters relating to integrity in the work place, in business practices and
in dealing with stakeholders. The Code gives guidance through examples on the expected
behaviour from an employee in a given situation and the reporting structure.
All the Board Members and the Senior Management personnel have confirmed compliance
with the Code. All Management Staff were given appropriate training in this regard.
DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
& REDRESSAL) ACT 2013
This policy is applicable to employees, workers, volunteers, probationer and trainees
including those on deputation, part time, contract, working as consultants or otherwise
(whether in the office premises or outside while on assignment). This policy shall be
considered to be a part of the employment contract or terms of engagement of the persons
in the above categories.
Where the alleged incident occurs to our employee by a third party while on a duty
outside our premises the Company shall perform all reasonable and necessary steps to
support our employee.
LISTING FEES
The Equity Shares of the Company got listed on BSE (SME Platform) Limited on 27th June,
2022 and the Company has paid the applicable listing fees to the Stock Exchange till date.
MAINTENANCE OF COST RECORDS
The Board confirms that maintenance of cost records as specified by the Central
Government under sub-section (1) of Section 148 of the Companies Act, 2013 is not required
by the
Company and accordingly, no such records have been made and maintained.
DIRECTORS RESPONSIBILITY STATEMENT
In accordance with the provisions of Section 134(5) of the Companies Act 2013, your
directors confirm that:
a) In the preparation of the annual accounts for the financial period ended 31st
March, 2022, the applicable accounting standards had been followed along with proper
explanation relating to material departures;
b) The directors had 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 31st March 2022 and of the profit
of the Company for that period;
c) The directors had 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 had prepared the annual accounts on a going concern basis;
e) The directors had devised proper systems to ensure compliance with the provisions of
all applicable laws and that such systems were adequate and operating effectively.
f) They have devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.
ACKNOWLEDGEMENT
Your directors wish to express their grateful appreciation to the continued
co-operation received from the Banks, Government Authorities, Customers, Vendors and
Shareholders during the year under review. Your directors also wish to place on record
their deep sense of appreciation for the committed service of the Executives, staff and
Workers of the Company.
| Date: 31st August, 2022 |
For and behalf of Goel Food Products Limited |
| Place: Kolkata |
(Formerly calledGoel Food Products Private |
| Sd/- |
Sd/- |
| (Dinesh Goyal) |
(RashmiGoyal) |
| Managing Director |
Directors |
| DIN:00881868 |
DIN: 05253256 |
+91-9892691696
