Goel Food Products Ltd Directors Report

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 and operations of the Company together with the Audited Statement of Accounts for the period ended 31st March, 2024.

FINANCIAL RESULTS

The Companys financial performance for the year under review along with previous years figures are given hereunder

(Rs. in Lakhs)

PARTICULARS	2023-24	2022-23
Revenue from Operations and Other Income	2,500.50	2,375.70
Total Expenses	1,822.42	1,830.61
Net Profit for the year	678.08	545.09
Current Income Tax	167.81	132.99
Earlier Year Taxes	7.09	2.63
Deferred Tax	2.94	6.90
Net (Profit/ Loss) after Tax	500.24	402.57
Dividend (Including interim if any and final)	-	-
Net Profit after dividend and tax	500.24	402.57
Amount Transfer to General Reserve	-	-
Balance Carried to Balance Sheet	500.24	402.57
Earnings per share (Basic)	13.27	11.03
Earnings per share (Diluted)	13.27	11.03

STATEMENT OF COMPANYS AFFAIR AND FUTURE OUTLOOK

During the year under report, your Company had earned gross revenue of Rs. 2,500.50 Lakhs as compared to Rs. 2,375.70 Lakhs in the immediately previous year. Profit after tax for the year under report amounted to Rs. 500.24 Lakhs as compared to profit of Rs. 402.57 Lakhs in the immediately previous year.

The Company in spite of many challenges and competitive market conditions was able to achieve satisfactory Sales and Net Profit (After Tax) figures. The Management is of the opinion that in the coming future as the overall situation seems to be to be improving and

Directors are optimistic about Companys business and hopeful of better performance with increased revenue in next year.

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 declared Dividend during the Financial Year under consideration, as the Company wants to preserve the financial resources for future expansion. The Board of Directors of the Company, after considering the strong profitability for the year under review and returns for the Equity Shareholders for their ongoing credence, has decided to recommend a final dividend of INR 0.50/- (Indian Rupees only) per equity share of INR 10/- (Indian Rupee Ten only) each fully paid-up for the FY 2023-24. This dividend is subject to approval of the shareholders at the ensuing annual general meeting and shall be subject to deduction of tax at source.

date 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.

SHARE CAPITAL OF THE COMPANY

AUTHORISED AND PAID-UP SHARE CAPITAL

A. The Authorized Share Capital of the Company as on 31st March, 2024 was:

a) The Authorized Share Capital of Company is Rs 4,00,00,000 (Rupees Four Crores Only) divided into 40,00,000 (Forty Lakhs) Equity shares of Rs 10 each.

b) The Company has decided to increase its Authorized Share Capital of the Company, from the existing Rs. 4,00,00,000/- (Rupees Four Crore only), divided into 40,00,000 (Forty Lakh) Equity Shares of Rs.10/- (Rupees Ten only) each to Rs. 19,00,00,000/- (Rupees Nineteen Crores only) divided into 1,90,00,000 (One Crore and Ninety Lakh)

Equity Shares of Rs.10/- (Rupees Ten only) subject to approval of the shareholders in the ensuing AGM of the Company.

B. The Paid-up Share Capital of the Company as on 31^st March, 2024 was:

a) The Paid-up share capital of the Company is Rs. 3,77,04,000 (Rupees Three Crore Seventy Seven Lakhs Four Thousands only) divided into 37,70,400 (Thirty Seven Lakhs Seventy Thousand Four Hundred) Equity Shares of Rs. 10 each (Rupees Ten Only).

b) The Company has decided to increase its Paid-Up Share Capital of the Company, from the existing Rs. Rs. 3,77,04,000 (Rupees Three Crore Seventy Seven Lakhs Four Thousands only) divided into 37,70,400 (Thirty Seven Lakhs Seventy Thousand Four Hundred) Equity Shares of Rs. 10 each (Rupees Ten Only) to Rs.18,85,20,000 (Rupees Eighteen Crore Eighty-Five Lakhs Twenty Thousands only) divided into 1,88,52,000 (One Crore Thirty Eighty Eight Lakhs Fifty Two Thousand) Equity Shares subject to approval of shareholders of the Company in the ensuing AGM.

MATERIAL CHANGES AND COMMITMENTS

Our Company has completed of 28 years of successful business. There were no other material changes.

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 within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 in the year under review.

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 concerns 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 31^st March, 2024 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. No.	Date of Meeting	Total no. of directors	No. of Directors Present
1	21st April, 2023	5	5
2	30th May, 2023	5	5
3	14th August, 2023	5	5
4	1st September, 2023	5	5
5	14th November, 2023	5	5
6	18th January, 2024	5	5
7	2nd February, 2024	5	5
8	30th March, 2024	5	5

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 arms 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

M/s R Kothari & Co LLP, Chartered Accountants (Firm Registration Number: 307069E/E300266) has been Re-appointed as Statutory Auditor of the Company in the Annual General Meeting conducted on 27^th September, 2022 for five years starting from financial year 2022-23. There are no qualifications or adverse remarks in the auditors report which require any clarification/explanation. The notes on financial statements are self-explanatory and needs no further explanation.

SECRETARIAL AUDITOR

M/s. Chetna Gupta & Associates, Practising Company Secretary (COP. No. 10067) have been appointed as Secretarial Auditor of the Company for the Financial Year 2024-2025.

The Secretarial Audit Report received from the Secretarial Auditor is annexed to this report marked as Annexure C and forms part of this report.

INTERNAL AUDITOR

M/s Kedia Dhandharia & Co, Chartered Accountants, (FRN-326659E) have been appointed as Internal Auditors of the company for the Financial Year 2024-2025.

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 person during the year:-

Sr. No.	Name of Directors	DIN/PAN	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
6.	RUCHI FITKARIWALA*	ABSPF1130D	Company Secretary

*Ruchi Fitkariwala has been appointed as Company Secretary and Compliance Officer in place of Mr. Vivek Khandelwal as on 30.05.2023.

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. Pravin Poddar	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 auditors 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. Pravin Poddar	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. Pravin Poddar	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

Companys 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

In pursuance of the provision of Section 135 of the Companies Act, 2013, the CSR provisions are applicable to our Company for F.Y 2023-2024.

The Company has made CSR expenditure of Rs. 1 lakh out of its total CSR obligation of Rs. 5.68 lakhs. The total un-spent amount for the financial year 2023-2024 amounts to Rs. 4.68 lakhs.

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

Companys 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 2023-24, 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

Listing Fee has been paid for the Financial Year 2023-2024.

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, 2024, 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 2024 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.

	For and behalf of
	GOEL FOOD PRODUCTS LIMITED
	(Formerly called Goel Food Products
	Private Limited)
Date: 30.05.2024	Sd/-	Sd/-
Place: Kolkata	(Dinesh Goyal)	(RashmiGoyal)
	Managing Director	Directors
	DIN: 00881868	DIN: 05253256