Golechha Global Finance Ltd Directors Report

Your Directors hereby present the Thirty Third Annual Report together with Audited Financial Statements for the year ended 31^st March, 2024.

FINANCIAL SUMMARY OR HIGHLIGHTS/PERFORMANCE OF THE COMPANY:

The financial highlights for the current year in comparison to the previous year are as under:

(Rupees In Lakhs)

PARTICULARS	Current Year	Previous year
	(2023-24)	(2022-23)
Total Income	1,748.59	2,227.47
Total Expenditure
Profit before tax	182.38	(234.11)
Provision for taxation (Current, previous Years and Deferred Tax)	34.61	(59.25)
Profit after taxation	147.77	(178.86)
Add: Balance brought forward from previous year	(5.54)	224.55
Profit available for appropriation	142.23	49.69
Appropriations:
Dividend Paid	-	5.50
Taxes of earlier years:	0.35	0.23
Transfer to statutory reserve	29.55	-
Balance in Surplus	112.32	(5.54)

FINANCIAL PERFORMANCE :

During the year under review, the interest income from loans granted was Rs.32.03 Lakhs as against Rs. 47.37 Lakhs for the previous year. The operations of the Company have resulted in Profit after Tax of Rs. 147.77 Lakhs as against Rs. (174.85) Lakhs in the previous year. During the period and under review Company has invested in the shares of other companies and the income from sale of shares during the current year is Rs. 1715.33 Lakhs against Rs. 2176.21 Lakhs in the previous financial year.

TRANSFERS TO RESERVES:

Company did not transfer any amount to reserves, however as per the RBI Act, 1934, Company had transferred a sum of Rs. 29.55 lakhs i.e., 20% of its net profit for the year 2023-24 to Reserve Fund in terms of Sec 45-1c of the RBI Act, 1934.

COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR:

Your Company does not have any subsidiaries, joint ventures or associate companies during the year.

DIVIDEND:

With a view to conserve resources for long term needs of the Company, your Directors do not recommend any dividend for the financial year 2023-24.

CHANGE IN THE NATURE OF BUSINESS:

There is no change in the nature of business during the FY 2023-24.

STATUTORY AUDITORS:

M/s. BDS & Co., Chartered Accountants (Firm Registration No.326264E), were appointed as Statutory Auditors of the Company for a period of 5 Years from the Conclusion of 29th Annual General Meeting of the Company till the conclusion of 34th Annual General Meeting of the Company.

The Independent Auditors report given by M/s. BDS & Co., Chartered Accountants, the Statutory Auditors of the Company on Financial Statements of the Company does not contain any qualification, reservation or adverse remark.

REPORTING OF FRAUDS

During the year under review, there was no instance of fraud, which required the Statutory Auditors to report to the Audit Committee and /or Board under Section 143(12) of the Companies Act, 2013 and the rules made thereunder.

AUDITORS REPORT:

The auditors have given their report on the Annual Accounts of the Company and there is no reservation or qualification made by them. The notes given in the Auditors Report are self-explanatory and needs no further clarification.

The Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company under sub-section (12) of section 143 of the Companies Act, 2013, during the year under review.

INTERNAL AUDITORS:

The Board of Directors based on the recommendation of the Audit Committee have appointed M/s. V. Goyal & Associates, Chartered Accountants, Kolkata (ICAI Firm Registration No 312136E), as the Internal Auditors for the F.Y 2024-25.

SECRETARIAL AUDITORS & SECRETARIAL AUDIT REPORT:

Pursuant to provisions of Section 204 of the Companies Act, 2013, read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Board has appointed. Ms. Disha Dugar, Practicing Company Secretaries, to conduct Secretarial Audit for 2023-24. The Secretarial Audit Report, pursuant to Section 204(1) of the Companies Act, 2013, for the financial year ended 31st March, 2024 is given in Annexure III attached hereto and forms part of this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark on the Company.

MAINATANANCE OF COST RECORDS:

Company is not required to maintain cost records as specified by the Central Government under subsection (1) of section 148 of the Companies Act, 2013

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

During the period under report, Shri. Divya Garg, Non-Executive Director of the Company have resigned from the office of the Director with effect from May 29, 2023.

Based on the recommendation of Nomination and Remuneration Committee of the Board, Board of Directors of the Company in their meeting held on May 29, 2023 have approved appointment of Smt. Rama Garg as Non-Executive Director of the Company with effect from May 29, 2023.

Based on the recommendation of Nomination and Remuneration Committee of the Board, Board of Directors of the Company in their meeting held on December 11, 2023 have approved reappointment of Shri. Mihir Ranjan Pal and Whole time Director of the Company for a term of 3 years with effect from December 12, 2023.

Except for the above mentioned there were no other changes in the office of Directors or Key Managerial personnel during the Reporting period.

However, post closure of Financial Year Based on the recommendation of Nomination and Remuneration Committee of the Board, Board of Directors of the Company in their meeting held on May 16, 2024 have approved reappointment of Shri. Gyan Swaroop Garg, Managing Director of the Company for a term of 3 years with effect from June 1, 2024.

Based on the recommendation of Nomination and Remuneration Committee of the Board, Board of Directors of the Company in their meeting held on August 13, 2024 have approved appointment of Shri. Subramanian Ramakrishnan as an Independent Director of the Company effective from 13th August 2024 subject to the approval of the members at the ensuing Annual General Meeting of the Company

In accordance with the provisions of Companies Act, 2013 Smt. Rama Garg, Director of the Company is liable to retire at the ensuing AGM and being eligible offers herself for reappointment. The Board of Directors recommended his re-appointment for the consideration of members of the Company at ensuing AGM

However, after the closure of financial year Smt. Durga Ramakrishnan, Independent Director of the Company have resigned from the office of Director with effect from 13th August, 2024.

DECLARATION GIVEN BY INDEPENDENT DIRECTORS:

Every Independent Director, at the first meeting of the Board in which he participates as a Director and thereafter at the first meeting of the Board in every financial year, gives a declaration that he meets the criteria of independence as provided under the Companies Act, 2013 and the Company has taken the note of the same.

MEETING OF INDEPENDENT DIRECTORS:

During the year under review, the Independent Directors met on 13.02.2024 inter alia, to discuss

Evaluation of the performance of Non-Independent Directors and the Board of Directors as a whole; Evaluation of the performance of the Chairman of the Company, taking into account the views of the Executive and Non-Executive Directors.

Evaluation of the quality, content and timelines of flow of information between the Management and the Board that is necessary for the Board to effectively and reasonably perform its duties.

All the Independent Directors were present at the Meeting.

NUMBER OF MEETINGS OFTHE BOARD DURING THE YEAR

The Board of Directors of the Company met 5 (Five times) and gap between two Board meetings did not exceed 120 days.

29-05-2023

14-08-2023

14-11-2023

11-12-2023

13-02-2024

COMMITTEES OF THE BOARD:

Details of Committees of the Board, their composition and attendance are provided in Annexure-I to this report.

FIXED 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.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013:

The Company, being a non-banking finance Company registered with the Reserve Bank of India and engaged in the business of giving loans and is exempt from complying with the provisions of section 186 of the Companies Act, 2013. Accordingly, the disclosures of the loans given as required under the aforesaid section have not been given in this Report.

CHANGE IN NATURE OF BUSINESS

There is no change in the nature of business during the period under review.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

There were no material changes and commitments affecting the financial position of the Company occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134 (5) of the Companies Act, 2013, your Directors confirm that to the best of their knowledge and belief and according to the information and explanation obtained by them,

i) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii) Such accounting policies as mentioned in the notes to the financial statements have been selected and applied consistently and judgments and estimates that are reasonable and prudent made so as to give a true and fair view of the state of affairs of the Company at the end of the financial year 2023-24 and of the profit of the Company for that period;

iii) Proper and sufficient care has been taken for the maintenance of adequate accounting record 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;

iv) The annual accounts for the year 2023-24 have been prepared on a going concern basis.

v) That proper internal financial controls were in place and that the financial controls were adequate and were operating effectively.

vi) That systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

REMUNERATION POLICY

The Board has, on the recommendation of the Nomination and Remuneration Committee framed a policy for selection and appointment of Directors and Senior Management personnel and fix their remuneration. The Remuneration Policy is posted on the website of the Company at the link: www.golechhaglobal.com.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY:

Your Company believes in promoting a fair, transparent, ethical and professional work environment. The Board of Directors of the Company has established a Whistle Blower Policy & Vigil Mechanism in accordance with the provisions of the Companies Act, 2013 and the SEBI (Listing Obligation and Disclosure Requirements), Regulations, 2015 for reporting the genuine concerns or grievances or concerns of actual or suspected, fraud or violation of the Companys code of conduct. The said Mechanism is established for directors and employees to report their concerns. The policy provides the procedure and other details required to be known for the purpose of reporting such grievances or concerns.

The details of the Whistle Blower Policy & Vigil Mechanism and other polices of the Company are posted on the website of the Company www.golechhaglobal.com.

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES PURSUANT TO PROVISIONS OF SECTION 188(1) OF COMPANIES ACT, 2013:

During the period under report, Company has entered into transaction with related party as specified in section 188 (1) of the Act. However, the transaction was at arms length basis. The requisite details of the related party transactions entered into during the financial year are provided as Annexure -II to this report

A suitable disclosure as required by the Accounting Standards (AS 18) has been made in the notes to the Financial Statements. All the related party transactions were placed before the Audit Committee and to the Board for their approval, whenever required.

DDEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY FOR THE COMPANY INCLUDING IDENTIFICATION THEREIN OF ELEMENTS OF RISK, IF ANY, WHICH IN THE OPINION OF THE BOARD MAY THREATEN THE EXISTENCE OF THE COMPANY:

The Company has risk management mechanism in place which mitigates the risk at appropriate situations and there are no elements of risk, which in the opinion of Board of Directors may threaten the existence of the Company. A detailed description of the risks & threats has been disclosed in the Management Discussion Analysis Report forming part of the Annual Report.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

Information required under section 134(3)(m) read with Rule, 8 of the Companies (Accounts) Rules, 2014, of the Companies Act, 2013 has not been given as the same is not applicable owing to the nature of activities and there was no foreign earnings and outgo during the year under review.

EXTRACT OF ANNUAL RETURN:

Copy of Annual Return MGT-7 is available on the website of the Company www.goelchhaglobal.com.

LISTING:

Your Companys shares are listed on the BSE Limited and the listing fees for Financial Year 2024-25 is paid.

PERFORMANCE EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and of the of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out the annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit, Nomination and Remuneration and Compliance Committees.

A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Boards functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance.

A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman & Managing Director of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgments, safeguarding the interest of the Company and its minority shareholders etc.

The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors who also reviewed the performance of the Secretarial Department. The Directors expressed their satisfaction with the evaluation process.

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

The Company has in place proper and adequate internal control systems commensurate with the nature of its business, size and complexity of its operations. Internal control systems comprising of policies and procedures designed to ensure reliability of financial reporting, timely feedback on achievement of operational and strategic goals, compliance with policies, procedure, applicable laws and regulations, and that all assets and resources acquired are used economically.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Pursuantto the provisions of Schedule V to SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 a report on Management Discussion & Analysis is herewith annexed as "Annexure V" to this report.

HUMAN RESOURCES:

Your Company considers its Human Resources as the key to achieve its objectives. Keeping this in view, your Company takes utmost care to attract and retain quality employees. The employees are sufficiently empowered and such work environment propels them to achieve higher levels of performance. The unflinching commitment of the employees is the driving force behind the Companys vision. Your Company appreciates the spirit of its dedicated employees.

PARTICULARS OF EMPLOYEES:

The information required pursuant to Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company is herewith annexed as Annexure -IV to this report.

CORPORATE GOVERNANCE

The Corporate Governance is not applicable to the Company as per SEBI Circular CIR/CFD/POLICY CELL/7/2014 dated 15^th September, 2014 and as such this disclosure is not applicable.

DETAILS ABOUT THE CORPORATE SOCIAL RESPONSIBILITY POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY

The Company does not meet the Criteria as specified in Section 135 of the Companies Act, 2013 regarding Corporate Social Responsibility.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

DISCLOSURE ABOUT BUY BACK OF SECURITIES, SWEAT EQUITY, BONUS ISSUE, EMPLOYEES STOCK OPTION PLAN

(A) Buy Back: There have been no such cases during the year 2023-24.

(B) Sweat Equity: There have been no such cases during the year 2023-24.

(C) Bonus Issue: There have been no such cases during the year 2023-24.

(D) Employee Stock Option Plan (ESOP)s: There have been no such cases of ESOPs issue during the year 2023-24.

Details of application made or proceeding pending under insolvency and bankruptcy code, 2016

During the year under review, to our knowledge, there were no applications made or proceedings pending in the name of the Company under the Insolvency Bankruptcy Code, 2016.

Details of difference between valuation amount on one time settlement and valuation while availing loan from banks and financial institutions

During the year under review, there was no incident of one-time settlement of loans taken from Banks and Financial Institutions. Hence, the disclosure under this heading is not applicable to the Company.

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. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

The following is a summary of sexual harassment complaints received and disposed off during the financial year 2023-24:

No. of complaints received: Nil

No. of complaints disposed off:Nil

INSIDER TRADING REGULATIONS

The Company has adopted an Code of Conduct to Regulate, Monitor and Report Trading by Insiders ("the Code") in accordance with the SEBI (Prohibition of Insider Trading) Regulations, 2015 (The PIT Regulations).

The Code is applicable to Promoters, Member of Promoters Group, all Directors and such Designated Employees who are expected to have access to unpublished price sensitive information relating to the Company. The Company Secretary is the Compliance Officer for monitoring adherence to the SEBI (Prohibition of Insider Trading) Regulations, 2015.

The Company has also formulated The Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information (UPSI) in compliance with the SEBI (PIT) Amendment Regulations, 2018. This Code is displayed on the Companys website viz. www.golechhaglobal.com.

ACKNOWLEDGEMENTS:

Your directors place on record their appreciation for the sense of commitment and sincerity shown by the employees. They also place on record their deep admiration and acknowledge with gratitude for the support and co-operation extended by the clients, bankers, investors and shareholders at large for their unwavering support throughout the year.

By The Order Of The Board

For Golechha Global Finance Limited

Sd/-

Gyan Swaroop Garg

Chairman & Managing Director

(DIN: 00602659)

Place : Kolkata

Date : 13.08.2024