Your Directors hereby present the Thirty Second Annual Report together with
Audited Financial Statements for the year ended 31st March, 2023.
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 |
|
(2022-23) |
(2021-22) |
| Total Income |
2,227.47 |
119.68 |
| Total Expenditure |
(2,461.59) |
(66.17) |
| Profit before tax |
(234.11) |
55.507 |
| Provision for taxation (Current, previous Years and Deferred Tax) |
(59.25) |
13.38 |
| Profit after taxation |
(178.86) |
40.12 |
| Add: Balance brought forward from previous year |
224.55 |
192.42 |
| Profit available for appropriation |
49.69 |
232.54 |
| Appropriations: |
|
|
| Dividend Paid |
5.50 |
- |
| Taxes of earlier years: |
0.23 |
0.035 |
| Transfer to statutory reserve |
- |
8.02 |
| Balance in Surplus |
(5.54) |
224.55 |
FINANCIAL PERFORMANCE :
During the year under review, the interest income from loans granted was Rs.47.37 Lakhs
as against Rs. 99.30 Lakhs for the previous year. The operations of the Company have
resulted in Profit after Tax of Rs.(178.86)Lakhs as against Rs. 40.12 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. 2176.20
Lakhs against Rs. 20.57 Lakhs in the previous financial year.
TRANSFERS TO RESERVES:
Company did not transfer any amount to reserves in view of the losses
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:
During the current financial year, Company has given an interim dividend of Rs.1 per
share that is 10 percent on the paid-up capital of the Company.
CHANGE IN THE NATURE OF BUSINESS:
There is no change in the nature of business during the FY 2022-23.
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 2023-2024.
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 2022-23. The Secretarial Audit Report, pursuant to Section 204(1) of the Companies
Act, 2013, for the financial year ended 31st March, 2023 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:
The Board of Directors in its meeting held on 28th September 2022 and based
on the recommendationsof Nomination and Remuneration committee, has appointed Mr.
Dhrubajyoti Mukhopadhyay as Independent Director of the Company effective from 28th
September 2022 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 Mr. Mihir Ranjan Pal, Director
of theCompany,is liable to retire at the ensuing AGM and being eligible offers himself for
re-appointment.The Board of Directors recommended his re-appointment for the consideration
of members of theCompany at ensuing AGM.
Except for the above mentioned there were no other changes in the office of Directors
or Key Managerial personnel during the Reporting period.
However, after the closure of financial year Mr. Divya Garg, Non-executive Director of
the Company have resigned from the office of Director with effect from 29th
May, 2023 and Mrs. Rama Garg was appointed as Non-Executive Director of the Company with
effect from 29th May, 2023. Resolution recommending regularization of
appointment of Mrs. Rama Garg is proposed in the notice convening the 32nd
Annual General Meeting of the Company.
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 14.02.2023 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.
| 30.05.2022 |
12.08.2022 |
28.09.2022 |
12.11.2022 |
14.02.2023 |
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:
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 followedalong 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 soas to give a true and fair view of the state of affairs of the Company at
the end of the financial year 2022-23 and of the profit of the Company for that period;
iii) Proper and sufficient care has been taken for the maintenance of adequate
accounting recordin accordance with the provisions of the Companies Act, 2013 for
safeguarding the assets of theCompany and for preventing and detecting fraud and other
irregularities;
iv) The annual accounts for the year 2022-23 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 andwere 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:
A related party transaction was entered with related parties as specified in section
188 (1) of the Act, during the financial year 2022-23. 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.
DEVELOPMENT 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 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 2023-24 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 15th 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 UNDERTHE 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 2022-23:
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 : 14.08.2023 |
+91-9892691696
