To The Members,
Your Directors are pleased to present their Twenty-Ninth Annual Report of the company
for the year ended 31.03.2023.
Financial Results
The company's financial performance for the year ended 31.03.2023 is summarized below:
|
|
(Rs. in Lakhs) |
| Particulars |
2022-23 |
2021-22 |
| Revenue from Operations |
189.13 |
616.93 |
| Other Income |
279.25 |
179.88 |
| Total Revenue |
468.35 |
796.82 |
| Less: Total Expenses |
381.27 |
369.48 |
| Profit / (Loss) Before Tax and Exception item |
87.07 |
427.34 |
| Less: Current Tax |
22.00 |
120.00 |
| Add : Deferred Tax Asset/ (Liability) |
(3.77) |
(2.36) |
| Profit / (Loss) after Tax |
68.84 |
309.69 |
State of Affairs & Operations
During the financial year 2022-23, the total revenue of the Company stood at Rs.468.35
Lakhs as compare to that of Rs. 796.82 Lakhs in the previous year 2021-22.
The Net Profit after Tax for the financial year 2022-23 stood at Rs.68.84 Lakhs as
compare to that of Rs.309.69 Lakhs in the previous year 2021-22. The company is hopeful to
increase its revenue in future.
Dividend
Based on the financial results and in order to conserve the resources, your Directors
do not recommend payment of any dividend for the year ended 31.03.2023.
Transfer to Reserves
The Company do not propose to transfer any amount to general reserve for the financial
year ended 31.03.2023.
Management Discussion and Analysis Report
Management Discussion and Analysis as stipulated under the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) is
presented in a separate section forming part of this Annual Report. It provides details
about the overall industry structure, global and domestic economic scenarios and
developments in business operations / performance of the Company's business.
Corporate Governance
The report on Corporate Governance as stipulated under Regulation 34 of the Listing
Regulations forms an integral part of this Report. The requisite certificate from the
Practicing Company Secretary of the Company confirming compliance with the conditions of
Corporate Governance is attached to the report on Corporate Governance.
Change in nature of Business
There is no change in the nature of business of the company during the year 2022-23.
Directors Responsibility Statement
Pursuant to Section 134(5) of the Companies Act, 2013 (“the Act”) Directors
of your Company hereby state and confirm that:
a) Inthe preparation of the annual accounts, the applicable accounting standards have
been followed;
b) The selected accounting policies have been applied consistently and the judgments
and estimates made are reasonable and prudent so as to give a true and fair view of the
state of affairs of the company at the end of the financial year and of the profit of the
company for that period;
c?) Proper and sufficient care has been taken for the maintenance of adequate
accounting records in accordance with the provisions of the Act for safeguarding the
assets of the company and for preventing and detecting fraud and other irregularities;
d) The annual accounts have been prepared on a going concern basis;
e) Internal Financial Controls laid down in the company are adequate and were operating
effectively;
f) Proper systems have been devised to ensure compliance with the provisions of all
applicable laws and these are adequate and are operating effectively.
Board of Directors and Key Managerial Personnel
Changes in Board of Directors and other Key Managerial Personnel
Your company is in full compliance of Listing Regulations of SEBI (LODR) Regulations,
2015 and the Companies Act, 2013 with regard to the composition of Board of Directors.
Resignation of Director (Mr. Jatin)
During the year 2022-23, Mr. Jatin (DIN: 07869671) Independent Director of the Company
had resigned from the office of Independent Director of your Company w.e.f. 25th July,
2022.
Retire by rotation
Mr. Satish Gogia (DIN: 00932987) and Mr. Brijesh Saxena (DIN: 06645560), Directors of
the Company, will retire by rotation in the ensuing Annual General Meeting and being
eligible, offer themselves for re- appointment. The Board recommends their re-appointment
as Director.
Key Managerial Personnel
As on date, company has following Key Managerial Personnel in compliance with the
provisions of section 203 of the Act.
Mr. Satish Gogia- Managing Director
Ms. Bharti Rana - Chief Financial Officer (w.e.f. 13th March, 2023)
Ms. Bharti Rana - Company Secretary cum Compliance Officer (w.ef. 11 July, 2022)
Board Meetings
Meetings of the Board of Directors were held during the year. For further details,
please refer report on Corporate Governance attached to Annual Report.
COMMITTEEOF BOARD
The Company's Board has the following mandatory committees:
1) Audit Committee
2) Nomination and Remuneration Committee
3) Stakeholders Relationship Committee
Details of terms of reference of the Committees, Committee membership and attendance at
meetings are provided in the Corporate Governance Report, which forms part of this Annual
Report.
Audit Committee
As on March 31, 2023, the Audit Committee comprises of Mrs. Sonica Arora, Chairperson
(Independent Director), Mr. Rajeev Kapur (Independent Director) and Mr. Brijesh Saxena
(Executive Director). The Board has accepted all the recommendations made by the Audit
Committee from time to time.
The Audit Committee duly met six (6) times during the financial year from 01.04.2022 to
31.03.2023. The dates on which the meetings were held are as follows:
27.05.2022, 11.07.2022, 06.10.2022, 11.11.2022, 14.02.2023 and 13.03.2023.
The Chief Financial Officer, Statutory Auditors and the Internal Auditors of the
Company are permanent invitees to the meetings of the Audit Committee. Company Secretary
is the Secretary of the Audit Committee.
Declaration of Independent Directors as on March 31st, 2023
The Company has two (2) Independent Directors namely Mr. Rajiv Kapur and **Mrs. Sonica
Arora. All the directors are professionally qualified and possess appropriate balance of
skills, expertise and knowledge and are qualified for appointment as Independent Director.
All Independent Directors have given declarations that they meet the criteria of
independence as laid down under Section 149(6) of the Act and the Listing regulations.
**ceased to be Independent Director pursuant upon her resignation letter dated
04.05.2023, due to personal reasons & her preoccupations only.
Auditors
i) Statutory Auditors
M/s. Sandeep Kumar Singh & Co. Chartered Accountants (ICAI Registration no.
035528N), were appointed as Statutory Auditors of the company from the conclusion of 25%
AGM held on 30.09.2019 till the conclusion of 30thAGM to be held in the year 2024.
M/s. Sandeep Kumar Singh & Co. Chartered Accountants have confirmed that they are
not disqualified from continuing as Auditors of the Company.
The Audit Report of M/s. Sandeep Kumar Singh & Co. Chartered Accountants on the
Financial Statements of the company for the Financial Year 2022-23 is a part of the Annual
Report. The report does not contain any qualification, reservation, adverse remark or
disclaimer. ii) Secretarial Auditors
The Board has appointed M/s. Manish K and Associates, Practising Company Secretaries as
Secretarial Auditors to conduct an audit of the Secretarial records for the financial year
2022-23.
The Company has received consent from M/s. Manish K and Associates, to act as the
Secretarial Auditors for conducting audit of the secretarial records for the financial
year ended 31st March, 2022.
The Secretarial Audit Report for the financial year ended 31.03.2023 under the Act read
with rules made thereunder and Regulation 24A of the Listing Regulations (including any
statutory modification(s) or re-enactment(s) thereof for the time being in force) is
annexed herewith as Annexure-I to this report.
(iii) Internal Auditors
M/s. Sunil Kulshreshtha & Associates, Chartered Accountants were appointed as
Internal Auditors for the financial year 2021-22 and their report are reviewed by the
Audit Committee from time to time.
As per the recommendations of the Audit Committee, M/s. Sunil Kulshreshtha &
Associates, Chartered Accountants are appointed as Internal Auditors of the company for
the financial year 2022-23.
Reporting of Frauds by Auditors
The Auditors of the Company have not reported any fraud as specified under Section
143(12) of the Act.
Share Capital
The Paid up Equity Share Capital as at 31.03.2023 stood at Rs. 632.11 Lakhs. During the
year under review, there was no change in share capital of company.
During the year, the company has not issued any share capital with differential voting
rights, sweat equity or ESOP nor provided any money to the employees or trusts for
purchase of its own shares.
Material changes and commitments
No material changes or commitments have occurred between the end of the financial year
to which the financial statements relate and the date of this report, affecting the
financial position of the Company.
Annual Evaluation of the Board, its Committees and Individual Directors
As required under the Act, an evaluation of the performance of the Independent
Directors was carried out by the Board of Directors during the year, based on the criteria
laid down by the Nomination and Remuneration Committee. On an overall assessment, it was
found that all the Independent Directors have given a good account of themselves. The
Board concluded that the Independent Directors individually and collectively were well
qualified and their contributions were in the interest of the Company. The Board also
carried out the performance evaluation of its Committees.
The Independent Directors in a separate meeting held on 13% March, 2023 reviewed and
evaluated the performance of Non-Independent Directors, Board as a whole and the
performance of the Chairman of the Company.
Considering the requirements under the Act, the Independent Directors laid down broad
areas for evaluation. After detailed discussion, it was concluded that the performance of
the Board collectively and the Directors individually on all counts of evaluation were
appreciable.
The performance of the Chairman and Executive Director was evaluated by Independent
Directors for leadership and direction to the Company judging as per the parameters of the
evaluation criteria and it was noted that their performance was satisfactory. It was
further noted that the Chairman took proper initiative in policy decisions making with the
senior executives and Board.
The Members of Nomination and Remuneration Committee evaluated the performance of other
Board members excluding themselves on the basis of the performance evaluation tools and
were satisfied with overall performance of all the Board members and recommended the Board
for continuation of the Members of the Board. Based on the recommendation of the Board,
the Committee approved the term of appointment/re-appointment of Independent Directors.
Directors' Appointment and Remuneration
Appointment of Directors on the Board of the Company is based on the recommendations of
the Nomination and Remuneration Committee. The Committee identifies and recommends to the
Board, persons for appointment on the Board, after considering the necessary and desirable
competencies.
In case of Independent Directors (IDs) they should fulfil the criteria of Independence
as per the Act, in addition to the general criteria stated above.
The Directors of the Company are paid remuneration as per the Remuneration Policy of
the Company, the gist of which is given under the heading "Remuneration Policy'
herein below. The details of remuneration paid to the Directors during the year 2022-23
are given in Form MGT-9.
Remuneration Policy
The Company has a Remuneration Policy relating to remuneration of the Directors, senior
management including its Key Managerial Personnel (KMP) and other employees of the
Company. The Remuneration Policy is in accordance with Section 178 of the Act and the
Rules made thereunder. The salient features of the Policy are given below:
eo The policy is formulated to identify and ascertain the integrity, qualification,
expertise and experience of the person for appointment as Director, Key Managerial
Personnel and Senior Management Personnel and recommend to the Board for his / her
appointment.
eo A person should possess adequate qualification, expertise and experience for the
position he/ she is considered for appointment.
e In case of appointment of Independent Director, the Committee shall satisfy itself
with regard to the independent nature of the Director vis-a-vis the Company so as to
enable the Board to discharge its function and duties effectively.
Conservation of Energy, Technology Absorption
Since your Company do not have manufacturing activity, the provisions of section 134(3)
(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014, are not
applicable.
Corporate Social Responsibility (CSR
The provisions of Section 135 of the Companies Act 2013 are not applicable on your
Company.
Internal Control System and their Adequacy
The Company has adequate system of internal control to safeguard and protect from loss,
unauthorized use or disposition of its assets. All the transactions are properly
authorized, recorded and reported to the Management. The Company is following all the
applicable Accounting Standards for properly maintaining the books of accounts and
reporting financial statements. The Company continues to ensure maintenance of proper and
adequate systems and procedures commensurate with its size and nature of its business.
Vigil Mechanism
The Company has established a vigil mechanism and accordingly framed a Whistle Blower
Policy. The policy enables the employees to report to the management instances of
unethical behaviour, actual or suspected fraud or violation of Company's Code of Conduct.
Further the mechanism adopted by the Company encourages the Whistle Blower to report
genuine concerns or grievances and provide for adequate safe guards against victimization
of the Whistle Blower who avails of such mechanism and also provides for direct access to
the Chairman of the Audit Committee, in exceptional cases. The functioning of vigil
mechanism is reviewed by the Audit Committee from time to time. None of the Whistle
blowers has been denied access to the Audit Committee of the Board. The Whistle Blower
Policy of the Company is available on the website of the Company at www.gogiacap.com.
Related Party Transactions
There were no related parties' transactions during the financial year 2022-23. Also,
are provided in the accompanying financial statements as NIL. Form AOC-2 pursuant to
Section 134 (3) (h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014
is attached as Annexure-IL
Significant Material Orders Passed by Regulators or Courts or Tribunals
No significant orders have been passed by any Regulators, Courts or Tribunals impacting
the going concern status and Company's operations in future.
Particulars of Loans, Guarantees or Investments
Details of Loans, Guarantees and Investments covered under Section 186 of the Act are
provided in the notes to the Financial Statements. Also, company has not provided any
Loan, Guarantee and made any investment which exceeds the limit as prescribed under The
Companies, Act, 2013.
Development and Implementation of a Risk Management Policy
The Company has been addressing various risks impacting the Company. The management is
of the belief that the present risk mitigation measures in place are adequate to protect
the company's operations. Major risks identified by the businesses and functions are
addressed through mitigating actions on a continuing basis.
Public Deposit
The Company has not accepted any deposits from Shareholders and public falling within
the ambit of Section 73 of the Act and rules made there under. There were no deposits,
which were claimed and remained unpaid by the Company as on 31.03.2023.
Anti-Sexual Harassment Policy
Your Company is committed to provide and promote a safe, healthy and congenial
atmosphere irrespective of gender, caste, creed or social class of the employees. During
the year under review, there was no case filed pursuant to the sexual harassment of Women
at workplace (Prevention, Prohibition and Redressal) Act, 2013.
Transfer of amount to Investor Education and Protection Fund
The company did not have any funds lying unpaid or unclaimed for a period of seven
years as Company has not declared Dividends in last seven (7) years. Therefore, no funds
were required to be transferred to Investor education and Protection Fund.
Secretarial Standards of ICSI
The Company is in compliance with the Secretarial Standards on Meetings of the Board of
Directors (SS-1) and General Meetings (SS-2) issued by The Institute of Company
Secretaries of India and approved by the Central Government.
Extract of Annual Return
In accordance with Section 134(3) (a) of the Act, an extract of annual return in format
MGT-9, for the financial year 2022-23 has been provided on the website of the Company
www.gogiacap.com and also attached with Board report under “Annexure III”.
Personnel
There were no employees who were in receipt of emoluments as mentioned in Rule 5(2) of
the Companies (Appointment& Remuneration of Managerial Personnel) Rules, 2014.
Foreign Exchange Earning and outgo
Used Nil Earned : Nil
Cost Accounting Records
The Company is not required to maintain the cost accounting records in terms of section
148(1) of the Act read with rules made thereunder.
Subsidiaries, Joint Ventures and Associate Companies
The Company does not have any Subsidiary, Joint venture or Associate Company.
Acknowledgement
Your Directors wish to place on record their sincere appreciation for significant
contributions made by the employees at all levels through their dedication, hard work and
commitment, enabling the Company to achieve good performance during the year under review.
Your Directors also take this opportunity to place on record the valuable co-operation
and support extended by the banks, government, business associates and the shareholders
for their continued confidence reposed in the Company and look forward to having the same
support in all future endeavours.
| By order of the Board of Directors |
|
| Gogia Capital |
Services Limited |
| Sd/- |
Sd/- |
| Satish Gogia |
Brijesh Saxena |
| Managing Director |
Director |
| Dated: 05th July, 2023 |
|
| Place: Delhi |
|
|