To,
The Members,
Your directors' take pleasure in presenting their Ninth Annual Report
on the Business and Operations of the Company and the Accounts for the Financial Year
ended 31st March, 2025 (period under review).
1. FINANCIAL PERFORMANCE OF THE COMPANY:
The summary of Consolidated and Standalone Financial highlights for the
Financial Year ended March 31, 2025 and previous Financial Year ended March 31, 2024 is
given below:
Consolidated Financial Performance
Particulars |
March 31, 2025 |
March 31, 2024 |
Total Income |
28,64,85,367 |
24,68,36,991 |
Less: Expenditure |
25,46,72,595 |
21,76,23,921 |
Profit before Tax |
3,18,12,772 |
2,92,13,070 |
Provision for Taxation |
81,61,644 |
86,07,601 |
Profit after Tax before
considering Associate Share of profit |
2,36,51,128 |
2,06,05,469 |
Profit from associates |
-14,55,302 |
- |
Profit after tax after
considering Associate share of profit |
2,21,95,826 |
2,06,05,469 |
Total Profit/Loss for the year
attributable to: |
|
|
Owners of the Company |
1,91,97,931.65 |
1,70,79,930 |
Non-Controlling Interests |
29,97,893.90 |
35,25,530 |
Earning Per Share (Face Value
of ^1) |
|
|
(1) Basic |
0.18 |
0.19 |
(2) Diluted |
0.18 |
0.19 |
Standalone Financial Performance
Particulars |
March 31, 2025 |
March 31, 2024 |
Total Income |
6,80,14,601.46 |
3,79,50,013.64 |
Less: Expenditure |
5,02,26,695.48 |
2,28,66,143 |
Profit before Tax |
1,77,87,905.98 |
1,50,83,871 |
Provision for Taxation |
45,94,439.34 |
43,87,985 |
Profit after Tax |
1,31,93,466.64 |
1,06,95,886 |
Earnings Per Share (Face Value
of ^10) |
|
|
Basic |
0.09 |
0.07 |
Diluted |
0.09 |
0.07 |
FINANCIAL PERFORMANCE:
Standalone:
The Total Income of the Company stood at Rs. 6,80,14,601.46 for the
year ended March 31, 2025 as against Rs. 3,79,50,013.64 in the previous year. The Company
made a Net Profit of Rs. 1,31,93,466.64 for the year ended March 31, 2025 as compared to
the Net Profit of Rs. 1,06,95,886 in the previous year.
Consolidated:
The Consolidated Total Income was at Rs. 28,64,85,367 for the financial
year ended March 31, 2025 as against Rs. 24,68,36,991 during the previous financial year.
Consolidated Net Profit was at Rs. 2,36,51,128 for the year ended March 31, 2025 as
compared to Rs. 2,06,05,469 in the previous year.
The Consolidated Financials reflect the cumulative performance of the
Company together with its subsidiaries. Detailed description about the business carried on
by these entities including the Company is contained in the Management Discussion and
Analysis report forming part of this Annual Report.
2. DIVIDEND:
The Company is not required to formulate a Dividend Distribution
Policy, as per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
and to conserve resources, the Directors do not recommend any dividend for the year ended
March 31, 2025.
3. TRANSFER TO RESERVES
During the Financial Year 2024-25, no amount was transferred from
Profit & Loss A/c to reserves of the Company.
4. STATE OF AFFAIRS OF THE COMPANY:
Information on the operations and financial performance, among others
for the period under review, is given in the Management Discussion and Analysis Report
which is annexed to this Report and is in accordance with the SEBI (Listing Obligation and
Disclosure Requirements) Regulations, 2015.
5. Share Capital
Capital Structure of the Company as on 31.03.2025 is as follows: -
The Authorized Share Capital of the Company is ^ 15,00,00,000 (Rupees
Fifteen Crore) divided into 14,90,11,330 (Fourteen Crores Ninety Lakhs Eleven Thousand
Three Hundred and Thirty) Equity Shares of ^10/- each.
The Issued, subscribed and Paid up Share Capital of the Company is ^
14,90,11,330 (Fourteen Crores Ninety Lakhs Eleven Thousand Three Hundred and Thirty)
divided into 14,90,11,330 (Fourteen Crores Ninety Lakhs Eleven Thousand Three Hundred and
Thirty) Equity Shares of ^ 1/- each.
During the year under review the Company has not issued any shares. The
Company has not issued any shares with differential voting rights or sweat equity or
granted stock options.
6. DIRECTORS AND KEY MANAGERIAL PERSONNEL:
The current Management of the Company is as follows:
Sr. No. |
Name |
DIN/PAN |
Designation |
1. |
Mr. Krishna Shyam Sunder
Rathi |
03578448 |
Independent Director |
2. |
Ms. Nilam Avinash Ghundiyal |
08196604 |
Independent Director and
Chairperson |
3. |
Mr. Vipul Dileep Lathi |
05173313 |
Non-Executive Director and Chief
Financial Officer |
4. |
Mr. Vighnesh Arun Palkar |
09583665 |
Executive Director |
5. |
Mr. Rohit Shambhulal Joisar |
09583666 |
Executive Director |
6. |
Mr. Laxmikant Dasrao Bhakre |
06471704 |
Independent Director |
7. |
Mr. Sandeep Balasaheb Palwe |
06393282 |
Executive Director |
8. |
Mrs. Charushila Vipul Lathi* |
07777751 |
Executive Director |
9. |
Mr. Vishal Vinod Sancheti |
CMYPS6034G |
Chief Executive Officer |
10. |
Ms. Pooja Pavan Rathi** |
AHEPT9908R |
Company Secretary and Compliance
Officer |
11. |
Ms. Aishwarya Jayanta
Sheth*** |
HXUPS5759A |
Company Secretary and Compliance
Officer |
* Mrs. Charushila Vipul Lathi was appointed as an Additional Executive
Director w.e.f. January 28, 2025 and her
appointment was regularized through Postal Ballot dated 05th
March, 2025.
** Ms. Pooja Pavan Rathi was appointed as Company Secretary and
Compliance Officer w.e.f. December 12, 2024.
*** Ms. Aishwarya Jayanta Sheth resigned as Company Secretary and
Compliance Officer w.e.f. December 12, 2024.
(A) Appointment:
During the year, the following Directors and Key Managerial Personnel
were appointed / re- designated in the Company:
Mrs. Charushila Vipul Lathi was appointed as Executive Director w.e.f.
January 28, 2025.
Ms. Pooja Pavan Rathi was appointed as Company Secretary w.e.f.
December 12, 2024.
(B) Cessation:
During the year, the following Directors and Key Managerial Personnel
resigned from the Company:
Ms. Aishwarya Jayanta Sheth resigned as Company Secretary w.e.f.
December 12, 2024.
7. CHANGE IN NATURE OF BUSINESS
There was no change in the nature of business of your Company, during
the Financial Year 2024-25.
8. MEETINGS:
During the year, 13 (Thirteen) Board Meetings were convened and duly
held, the details of which are given in the Corporate Governance Report, which forms part
of this report. The intervening gap between the Meetings was within the period prescribed
under the Companies Act, 2013.
9. AUDIT COMMITTEE:
The Audit Committee comprises of, Mr. Krishna Shyam Sunder Rathi
(Chairman), Mr. Vipul Dileep Lathi (Member) and Mrs. Nilam Avinash Ghundiyal (Member).
Powers and role of the Audit Committee are included in the Corporate Governance Report.
All the recommendations made by the Audit Committee were accepted by the Board of
Directors.
10. NOMINATION AND REMUNERATION COMMITTEE:
The Nomination and Remuneration Committee comprises of, Mr. Krishna
Shyam Sunder Rathi (Chairman),
Mr. Vipul Dileep Lathi (Member) and Mrs. Nilam Avinash Ghundiyal
(Member). Powers and role of the Nomination and Remuneration Committee are included in the
Corporate Governance Report.
11. STAKEHOLDERS RELATIONSHIP COMMITTEE:
The stakeholders Relationship Committee comprises of, Mrs. Nilam
Avinash Ghundiyal (Chairman), Mr. Krishna Shyam Sunder Rathi (Member) and Mr. Vipul Dileep
Lathi (Member). Powers and role of the Stakeholders Relationship Committee are included in
the Corporate Governance Report.
12. BOARD EVALUATION:
Your Board has devised an Evaluation Policy for evaluating the
performance of the Board, its Committees, Executive Directors, Independent Directors.
Based on the same, the performance was evaluated for the financial year ended March 31,
2025. As part of the evaluation process, the performance of Non- Independent Directors,
the Chairman and the Board was conducted by the Independent Directors. The performance
evaluation of the respective Committees and that of Independent and NonIndependent
Directors was done by the Board excluding the Director being evaluated.
The policy inter alia provides the criteria for performance evaluation
such as Board effectiveness, quality of discussion, contribution at the meetings, business
acumen, strategic thinking, time commitment and relationship with the stakeholders,
corporate governance practices, contribution of the committees to the Board in discharging
its functions etc.
The Board carried out formal annual evaluation of its own performance
and that of its committees viz., the Audit Committee, Stakeholders' Relationship Committee
(SRC), Nomination and Remuneration Committee (NRC). The Board also carried out the
performance evaluation of all the individual Directors including the Chairman of the
Company. Additionally, NRC also carried out the evaluation of the performance of all the
individual Directors and Chairman of the Company. The performance evaluation was carried
out by way of obtaining feedback from the Directors through a structured questionnaire
prepared in accordance with the policy adopted by the Board and after taking into
consideration the Guidance Note on Board Evaluation issued by Securities and Exchange
Board of India.
The feedback received from the Directors through the above
questionnaire was reviewed by the Chairman of the Board and the Chairman of the NRC and
then discussed the same at the meetings of the Board and NRC respectively. The performance
evaluation of the Chairman, Whole Time Director and the Board as a whole was carried out
by the Independent Directors at their separate meeting.
13. DECLARATION BY INDEPENDENT DIRECTORS:
All Independent Directors of the Company have given requisite
declarations under Section 149(7) of the Act, that they meet the criteria of independence
as laid down under Section 149(6) of the Act along-with Rules framed thereunder,
Regulation 16(1)(b) of SEBI, LODR and have complied with the Code of Conduct of the
Company as applicable to the Board of Directors and Senior Managers.
In the opinion of the Board, the Independent Directors possess the
requisite expertise and experience and are persons of high integrity and repute. They
fulfill the conditions specified in the Act as well as the Rules made thereunder and are
independent of the management.
14. SEPARATE MEETING OF INDEPENDENT DIRECTORS:
As stipulated by the Code of Independent Directors under the Companies
Act 2013 a separate meeting of the Independent Directors of the Company was held on
Saturday, 29th March, 2025 to review the performance of Non-Independent
Directors (including the Chairman) and the entire Board. The Independent Directors also
reviewed the quality content and timeliness of the flow of information between the
Management and the Board and its Committees which is necessary to effectively and
reasonably perform and discharge their duties.
15. FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS:
Every Independent Director is briefed about the history of the Company,
its policies, customers,
Company's strategy, operations, organisation structure, human
resources, technologies, facilities and risk management. Projects/Site visits are also
arranged for the Directors who wish to familiarize themselves with the processes and
operations of the Company.
The Independent Directors are briefed on their role, responsibilities,
duties and are kept updated on the various regulatory and legislative changes that may
occur from time to time affecting the operations of the Company. The Independent Directors
are also briefed on the various policies of the Company like the code of conduct for
directors and senior management personnel, policy on related party transactions, policy on
material subsidiaries, whistle blower policy and corporate social responsibility policy
and other policies adopted by the Company. The details of familiarization programme
conducted for the independent directors is disclosed in the website of the Company at www.galacticocorp.com.
16. COMPANY POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION:
The policy of the company on Director's appointment and remuneration
including criteria for determining qualification, positive attributes, independence of
Director and other matters provided under Sub - section (3) 178, is explained in the
corporate governance report.
17. EXTRACT OF ANNUAL RETURN:
As required pursuant to Section 92(3) of the Companies Act, 2013 and
Rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of
Annual Return in MGT-9 is displayed on website of Company www.galacticocorp.com.
18. REMUNERATION POLICY:
The Company has framed a Nomination and Remuneration Policy pursuant to
Section 178 of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015. The Policy is
displayed on website of Company www.galacticocorp.com.
19. AUDITORS:
i. Statutory Auditors:
At the 09th AGM held on September 27, 2024, the Members
approved the appointment of M/s. S. H. Dama & Associates (Chartered Accountants) FRN:
125932W as Statutory Auditors of the Company to hold office for a period of five years
from the conclusion of 09th AGM till the conclusion of the 14th AGM
to be held in the year 2029.
ii. Secretarial Auditor:
Pursuant to the provisions of Section 204 of the Companies Act, 2013
and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the
Company has appointed Akshay R. Birla and Associates, Company Secretaries in Practice (CP
No.25084), to undertake the Secretarial Audit of the Company for the F.Y. 2024-25. The
Secretarial Audit Report for F.Y. 2024-25 is annexed herewith as "Annexure III".
iii. Cost Auditor:
Your Company is principally engaged into Merchant Banking. Therefore,
the provisions of Section 148 of the Companies Act, 2013 are not applicable to the
Company.
iv. Internal Auditor:
Pursuant to Section 138 of the Companies Act 2013 read with the
Companies (Accounts) Rules 2014(as amended) the Board of Directors on the recommendations
of the Audit Committee of the Company has appointed M/s BKSK & Associates,
Chartered Accountants, as an internal Auditor of the company for FY 2024-25.
The Internal Audit Finding/s and Report/s submitted by the said
Internal Auditors during the financial year to the Audit Committee and Board of Directors
of the Company do not contain any adverse remarks and qualifications hence do not call for
any further explanation/s by the Company.
20. AUDITOR'S REPORT:
The Auditor's Report does not contain any qualifications, reservations
or adverse remarks. Report of the Secretarial Auditor is given as an Annexure III, which
forms part of this report.
21. VIGIL MECHANISM:
In pursuance of the provisions of Section 177(9) & (10) of the
Companies Act, 2013, a Vigil Mechanism for Directors and Employees to report genuine
concerns has been established and revised in the Board Meeting of the Company conducted on
18th February, 2023. The Vigil Mechanism Policy has been uploaded on the
website of the Company www.galacticocorp.com
22. INTERNAL AUDIT & CONTROLS:
Pursuant to provisions of Section 138 read with rules made there under,
the Board has appointed M/S. BKSK and Associates, Chartered Accountants, as an Internal
Auditors of the Company to check the internal controls and functioning of the activities
and recommend ways of improvement. The Internal Audit is carried out quarterly basis; the
report is placed in the Audit Committee Meeting and the Board Meeting for their
consideration and direction.
The Internal Financial Controls with reference to financial statements
as designed and implemented by the Company are adequate. During the year under review, no
material or serious observation has been received from the Internal Auditors of the
Company for inefficiency or inadequacy of such controls.
23. COST RECORDS:
The Company was not required to maintain Cost Records, hence the
provisions of Section 148 of the Companies Act, 2013 are not applicable to the Company.
24. RISK ASSESSMENT AND MANAGEMENT:
Your Company has, on a continuous basis, been reviewing and
streamlining its various operational and business risks involved in its business as part
of its risk management policy. Your Company also takes all efforts to train its employees
from time to time to handle and minimize these risks. Your Company has a Risk Management
Policy which is displayed on the website
www.galacticocorp.com.
25. POLICY ON PRESERVATION OF THE DOCUMENTS:
The Company has formulated a Policy pursuant to Regulation 9 of the
Securities Exchange Board of India (Listing obligations and Disclosure Requirements)
Regulations, 2015 ("Regulations") on Preservation of
the Documents to ensure safekeeping of the records and safeguard the
Documents from getting manhandled, while at the same time avoiding superfluous inventory
of Documents.
26. POLICY ON CRITERIA FOR DETERMINING MATERIALITY OF EVENTS:
The Policy is framed in accordance with the requirements of the
Regulation 30 of Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 (Regulations). The objective of the Policy is
to determine materiality of events or information of the Company and to ensure that such
information is adequately disseminated in pursuance with the Regulations and to provide an
overall governance framework for such determination of materiality.
27. LISTING WITH STOCK EXCHANGES:
Galactico Corporate Services Limited continues to be listed on BSE
Limited. On April 7, 2022 Company migrated to Main Board from SME Platform of BSE. It has
paid the Annual Listing Fees for the year 202425 to BSE Limited.
28. SUBSIDIARY COMPANIES /ASSOCIATE/JOINT VENTURE:
As on March 31, 2025, your Company has four subsidiaries -
- Seven Hills Beverages Limited
- Palwe Pest Control Private Limited
- Instant Finserve Private Limited
on a fully diluted basis. The Company incorporated Wholly Owned
Subsidiary viz. Galactico Visionary Consulting Limited on April 16, 2025.
During FY 2024-2025, Debentures of Rs. 55,00,000 (5,50,000 debentures
of Rs. 10 each) held by Company were transferred to Mrs. Charushila Vipul Lathi. As a
result, Beembox Technologies Private Limited ceased to become subsidiary of Company.
The Annual Accounts of the above referred subsidiaries shall be made
available to the shareholders of the Company and of the subsidiary company on request and
will also be kept open for inspection at the Registered Office of the Company and of the
subsidiary companies during the office hours on all working days and during the Annual
General Meeting. Company's Consolidated Financial Statements included in this Annual
Report incorporates the accounts of its subsidiaries prepared as per Indian Accounting
Standards specified under Section 133 of the Act, read with Rule 7 of the Companies
(Accounts) Rules, 2014. Pursuant to the provisions of Section 129(3) of the Act, a
statement containing the salient features of financial statements of the Company's
subsidiaries in Form AOC-1 is attached to the financial statements of the Company as
"Annexure I".
29. COMPLIANCE WITH SECRETARIAL STANDARDS:
The Company is fully compliant with the applicable Secretarial
Standards (SS) viz. SS-1 & SS-2 on Meetings of the Board of Directors and General
Meetings respectively.
30. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO:
1. Conservation Of Energy, Technology Absorption, Foreign Exchange
Earnings and Outgo:
A. CONSERVATION OF ENERGY:
Particulars of Conservation of Energy are not given as the Company is
not covered by the Schedule of Industries which requires furnishing of information in Form
A of total consumption of energy & per unit of consumption.
a) Steps taken or impact on conservation of energy: NIL
b) The Step taken by the Company for utilizing alternate sources of
energy: NIL
c) The Capital investment on energy conservation equipment: NIL
B. TECHNOLOGY ABSORPTION: NIL
C. FOREIGN EXCHANGE EARNINGS AND OUTGO:
There were no foreign exchange earnings or outgo during the year under
review.
31. MATERNITY BENEFIT AFFIRMATIONS:
The Directors hereby confirm that the Company is in full compliance
with the provisions of the Maternity Benefit Act, 1961 and affirm that
i. the Company provides maternity leave in accordance with the
requirements of the Act;
ii. all necessary facilities and entitlements mandated by the law are
extended to women employees;
iii. no discriminatory practices are adopted against women employees on
account of maternity or child birth
32. PARTICULARS OF LOANS, INVESTMENTS AND GUARANTEES:
Particulars of loans given, investments made, guarantees given under
Section 186 of the Companies Act, 2013 are provided in the financial statements of the
Company.
33. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
All contracts / arrangements / transactions with related parties
referred to under Section 188 of the Companies Act, 2013 entered by the Company during the
financial year were in the ordinary course of business and on an arm's length basis and
details has been disclosed in AOC - 2 attached herewith. All related party transactions
are placed before the Audit Committee and Board for review and approval, if required. The
details of the related party transactions as required under are set out in Notes to the
financial statements forming part of this Annual Report. Annexure II
34. PREVENTION OF INSIDER TRADING:
In view of the SEBI (Prohibition of Insider Trading) Regulation 2015
the Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to
regulate trading in securities by the Directors and designated employees of the Company.
The objective of this Code is to protect the interest of shareholders
at large, to prevent misuse of any price sensitive information and to prevent any insider
trading activity by dealing in shares of the Company by its Directors, designated
employees and other employees. The Company also adopts the concept of Trading Window
Closure, to prevent its Directors, Officers, designated employees and other employees
from trading in the securities of Galactico Corporate Services Limited
at the time when there is unpublished price sensitive information.
35. CREDIT & GUARANTEE FACILITIES:
The Company has been availing secured loans, overdraft facilities and
bank guarantee facilities from HDFC Bank Limited, from time to time for the business
requirements.
36. INVESTORS EDUCATION AND PROTECTION FUND:
During the financial year 2024-25 ended 31st March 2025
under review there were no amount/s which is required to be transferred to the Investor
Education and Protection Fund by the Company. As such no specific details are required to
be given or provided.
37. DEPOSITS:
Your Company did not accept / hold any deposits from public /
shareholders during the year under review.
38. MATERIAL CHANGES AND COMMITMENTS
There were no material changes affecting the financial position of the
Company, after the close of the FY 2024- 25 till the date of this Report.
39. SIGNIFICANT AND MATERIAL ORDERS:
There are no significant and material orders passed by the Regulators
or Courts or Tribunals impacting the going concern status and Company's operations in
future.
40. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT
WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:
In accordance with the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 and rules made there under, the Company
has framed and adopted the policy for Prevention of Sexual Harassment at Workplace and the
same is displayed on the website of the Company www.galacticocorp.com.
Company was not in receipt of any complaint of sexual harassment.
Sr. No |
Particulars |
No. |
1 |
Number of complaints on
sexual harassment received |
Nil |
2 |
Number of complaints disposed
of during the year |
Not Applicable |
3 |
Number of cases pending for more
than 90 days |
Not Applicable |
4 |
Nature of action taken by the
employer or district officer |
Not Applicable |
41. EMPLOYEE RELATIONS:
The relationship with the staff and workers continued to be cordial
during the entire year. The Directors wish to place on record their appreciation of the
valuable work done and co-operation extended by them at all levels. Further, the Company
is taking necessary steps to recruit the required personnel from time to time.
42. REGISTRAR AND SHARE TRANSFER AGENT:
The Company has appointed Bigshare Services Private Limited as its
Registrar and Share Transfer Agent. The Corporate Office of Bigshare Services Private
Limited situated at Office No S6-2, 6th floor Pinnacle Business Park, Next to Ahura
Centre, Mahakali Caves Road, Andheri (East) Mumbai - 400093, India.
43. MANAGEMENT DISCUSSION ANALYSIS:
The Management Discussion and Analysis forms part of this Annual report
is annexed as Annexure X.
44. SUSPENSION OF TRADING:
There was no occasion wherein the equity shares of the Company have
been suspended for trading during the FY 2024-2025.
45. ENHANCING SHAREHOLDERS VALUE:
Your Company believes that, its members are among its most important
stakeholders. Accordingly, your Company's operations are committed to the pursuit of
achieving high levels of operating performance and cost competitiveness, consolidating and
building or growth, enhancing the productive asset and resource base and nurturing overall
corporate reputation.
Your Company is also committed to creating value for its other
stakeholders by ensuring that its corporate actions positively impact the socioeconomic
and environmental dimensions and contribute to sustainable growth and development.
46. HUMAN RESOURCES:
Your Company considers people as its biggest assets and 'Believing in
People' is at the heart of its human resource strategy. It has put concerted efforts in
talent management and succession planning practices, strong performance management and
learning and training initiatives to ensure that your Company consistently develops
inspiring, strong and credible leadership.
47. CORPORATE GOVERNANCE:
As per Regulation 34 (3) read with Schedule V of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, the report on Corporate
Governance during the period under review with the Certificate issued by M/s. Akshay R.
Birla and Associates, Practicing Company Secretaries, on compliance in this regard forms
part of this Annual Report and a certificate regarding compliance with the conditions of
Corporate Governance are appended to the Annual Report as Annexure IV.
48. DETAILS OF PENALTY PAID IF ANY:
The Stock Exchange viz. BSE Limited has imposed fine of Rs. 73,160 on
the Company as per Master Circular No. SEBI/HO/CFD/PoD2/CIR/P/2023/120 dated July 11, 2023
for non-compliance under regulation 19(1)/19(2) (Constitution of Nomination and
Remuneration Committee) of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 for Quarter ended September 2024.
49. CORPORATE SOCIAL RESPONSIBILITY:
The Company was not required to constitute a Corporate Social
Responsibility (CSR) Committee and spend funds for CSR activities, hence the provisions of
Section 135(5) of the Companies Act, 2013 are not applicable to the Company.
50. DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to Section 134(5) of the Companies Act, 2013, the Board of
Directors, to the best of their knowledge and ability, confirm that:
i. In the preparation of the annual accounts, the applicable accounting
standards have been followed and there are no material departures.
ii. They have 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 at the end of the
financial year and of the profit of the Company for that period.
iii. They have taken proper and sufficient care 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.
iv. They have prepared the annual accounts on a going concern basis.
v. They have laid down internal financial controls to be followed by
the Company and such internal financial controls are adequate and operating effectively.
vi. They have devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems were adequate and operating
effectively.
Based on the framework of internal financial controls and compliance
systems established and maintained by the Company, work performed by the internal,
statutory and secretarial auditors and external consultants and the reviews performed by
management and the relevant board committees, including the audit committee, the board is
of the opinion that the Company's internal financial controls were adequate and effective
during the Financial Year 2024-25.
51. CAUTIONARY STATEMENTS:
Statements in this Annual Report, particularly those which relate to
Management Discussion and Analysis as explained in the Corporate Governance Report,
describing the Company's objectives, projections, estimates and expectations may
constitute 'forward looking statements' within the meaning of applicable laws and
regulations. Actual results might differ materially from those either expressed or implied
in the statement depending on the circumstances.
52. THE DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016):
During the financial year under review, there were no proceedings
initiated/ pending against the Company under the Insolvency and Bankruptcy Code, 2016.
53. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT
THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR
FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF:
During the financial year under, no such event has been occurred.
Hence, the disclosure relating to the same is not applicable to the Company.
54. ACKNOWLEDGEMENTS:
Your Directors would like to express deep sense of appreciation for the
assistance and co-operation received from the Financial Institutions, Banks, Government
Authorities and Shareholders and for the devoted service by the Executives, staff and
workers of the Company. The Directors express their gratitude towards each one of them.
ANNEXURE-I FORM NO. AOC-1
(Pursuant to first proviso to Sub-Section (3) of Section 129 read with
Rule 5 of Companies (Accounts)
Rules, 2014)
STATEMENT CONTAINING SALIENT FEATURES OF THE FINANCIAL STATEMENT OF
SUBSIDIARIES OR
ASSOCIATE COMPANIES OR JOINT VENTURES
Part A Subsidiaries
(Information in respect of each subsidiary to be presented with amounts
in Actuals)
Sr
No. |
Particulars |
Instant Finserve Private
Limited |
Seven Hills Beverages Limited |
Palwe Pest Control Private
Limited |
1. |
The date since when
subsidiary was acquired |
March 30, 2018 |
March 31, 2018 |
March 31, 2018 |
2. |
Reporting period |
April 01, 2024- March 31,
2025 |
April 01, 2024- March 31,
2025 |
April 01, 2024- March 31,
2025 |
3. |
Share Capital |
2,01,00,000.00 |
3,73,00,000.00 |
20,40,000 |
4. |
Reserves and Surplus |
10,05,75,248.22 |
1,63,36,344 |
8,38,25,076 |
5. |
Total Assets |
39,46,02,448.41 |
12,40,03,409 |
11,37,42,033.10 |
6. |
Total Liabilities |
27,39,27,200.19 |
7,03,67,066 |
2,78,76,957.29 |
7. |
Investments |
9,87,97,111.22 |
1,65,37,544 |
0.00 |
8. |
Turnover |
0.00 |
15,01,02,458 |
5,75,67,967 |
9. |
Profit before taxation |
18,71,318.33 |
35,27,410 |
86,26,140 |
10. |
Profit after taxation |
8,61,348 |
35,66,352 |
60,29,943.63 |
11. |
Proposed Dividend |
NIL |
NIL |
NIL |
12. |
Extent of shareholding (in
percentage) |
99.50% |
99.77% |
50.37% |
ANNEXURE - II FORM NO. AOC -2
(Pursuant to clause (h) of sub-section (3) of section 134 of the Act
and Rule 8(2) of the Companies (Accounts) Rules, 2014.
Form for Disclosure of particulars of contracts/arrangements entered
into by the company with related parties referred to in sub section (1) of section 188 of
the Companies Act, 2013 including certain arm's length transaction under third proviso
thereto.
1. Details of contracts or arrangements or transactions at Arm's length
basis.
Sr. No. |
Particulars |
Details |
1. |
Name (s) of the related party
& nature of relationship |
Mr. Vipul Dileep Lathi
Director and CFO of the Company |
2. |
Nature of
contracts/arrangements/transaction |
Unsecured Loan taken |
3. |
Duration of the
contracts/arrangements/transaction |
1 year or extended as maybe
Applicable |
4. |
Salient terms of the
contracts or arrangements or transaction including the value, if any |
NA |
5. |
Justification for entering into
such contracts or arrangements or transactions' |
NA |
6. |
Date of approval by the Board |
- |
7. |
Amount paid |
2,25,75,000 |
8. |
Date on which the special
resolution was passed in General meeting as required under first proviso to section 188 |
NA |
2. Details of contracts or arrangements or transactions at Arm's length
basis.
Sr. No. |
Particulars |
Details |
1. |
Name (s) of the related party
& nature of relationship |
Mr. Vipul Dileep Lathi
Director and CFO of the Company |
2. |
Nature of
contracts/arrangements/transaction |
Repayment of Loan |
3. |
Duration of the
contracts/arrangements/transaction |
1 year or extended as maybe
Applicable |
4. |
Salient terms of the
contracts or arrangements or transaction including the value, if any |
NA |
5. |
Justification for entering into
such contracts or arrangements or transactions' |
NA |
6. |
Date of approval by the Board |
- |
7. |
Amount paid |
9,76,54,060 |
8. |
Date on which the special
resolution was passed in General meeting as required under first proviso to section 188 |
NA |
3. Details of contracts or arrangements or transactions at Arm's length
basis.
Sr. No. |
Particulars |
Details |
1. |
Name (s) of the related party
& nature of relationship |
Mr. Vipul Dileep Lathi
Director and CFO of the Company |
2. |
Nature of
contracts/arrangements/transaction |
Director Sitting Fees |
3. |
Duration of the
contracts/arrangements/transaction |
1 year |
4. |
Salient terms of the
contracts or arrangements or transaction including the value, if any |
NA |
5. |
Justification for entering into
such contracts or arrangements or transactions' |
NA |
6. |
Date of approval by the Board |
- |
7. |
Amount paid |
6,00,000 |
8. |
Date on which the special
resolution was passed in General meeting as required under first proviso to section 188 |
NA |
4. Details of contracts or arrangements or transactions at Arm's length
basis.
Sr. No. |
Particulars |
Details |
1. |
Name (s) of the related party
& nature of relationship |
Mr. Laxmikant Bhakre
Independent Director |
2. |
Nature of
contracts/arrangements/transaction |
Director Sitting Fees |
3. |
Duration of the
contracts/arrangements/transaction |
1 year |
4. |
Salient terms of the
contracts or arrangements or transaction including the value, if any |
NA |
5. |
Justification for entering into
such contracts or arrangements or transactions' |
NA |
6. |
Date of approval by the Board |
- |
7. |
Amount paid |
45,000 |
8. |
Date on which the special
resolution was passed in General meeting as required under first proviso to section 188 |
NA |
4. Details of contracts or arrangements or transactions at Arm's length
basis.
Sr. No. |
Particulars |
Details |
1. |
Name (s) of the related party
& nature of relationship |
Mr. Vishal Vinod Sancheti CEO of
the Company |
2. |
Nature of
contracts/arrangements/transaction |
Salary |
3. |
Duration of the
contracts/arrangements/transaction |
1 year |
4. |
Salient terms of the
contracts or arrangements or transaction including the value, if any |
NA |
5. |
Justification for entering into
such contracts or arrangements or transactions' |
NA |
6. |
Date of approval by the Board |
- |
7. |
Amount paid |
16,95,060 |
8. Date on which the special resolution was passed in General meeting
as required under first proviso to NA
section 188
5. Details of contracts or arrangements or transactions at Arm's length
basis.
Sr. No. |
Particulars |
Details |
1. |
Name (s) of the related party
& nature of relationship |
Ms. Riddhi Bheda
Company Secretary and Compliance officer till 02nd April,
2024. |
2. |
Nature of
contracts/arrangements/transaction |
Salary |
3. |
Duration of the
contracts/arrangements/transaction |
1 year |
4. |
Salient terms of the
contracts or arrangements or transaction including the value, if any |
NA |
5. |
Justification for entering into
such contracts or arrangements or transactions' |
NA |
6. |
Date of approval by the Board |
- |
7. |
Amount paid |
20,000 |
8. |
Date on which the special
resolution was passed in General meeting as required under first proviso to section 188 |
NA |
6. Details of contracts or arrangements or transactions at Arm's length
basis.
Sr. No. |
Particulars |
Details |
1. |
Name (s) of the related party
& nature of relationship |
Mr. Vikas Lathi
Relative of Director |
2. |
Nature of
contracts/arrangements/transaction |
Salary |
3. |
Duration of the
contracts/arrangements/transaction |
1 year |
4. |
Salient terms of the
contracts or arrangements or transaction including the value, if any |
NA |
5. |
Justification for entering into
such contracts or arrangements or transactions' |
NA |
6. |
Date of approval by the Board |
- |
7. |
Amount paid |
6,57,500 |
8. |
Date on which the special
resolution was passed in General meeting as required under first proviso to section 188 |
NA |
7. Details of contracts or arrangements or transactions at Arm's length
basis.
Sr. No. |
Particulars |
Details |
1. |
Name (s) of the related party
& nature of relationship |
Instant Finserve Private Limited
Subsidiary of the Company |
2. |
Nature of
contracts/arrangements/transaction |
Advance given |
3. |
Duration of the
contracts/arrangements/transaction |
1 year |
4. |
Salient terms of the
contracts or arrangements or transaction including the value, if any |
NA |
5. |
Justification for entering into
such contracts or arrangements or transactions' |
NA |
6. |
Date of approval by the Board |
- |
7. |
Amount given |
13,02,17,810 |
8. |
Date on which the special
resolution was passed in General meeting as required under first proviso to section 188 |
NA |
8. Details of contracts or arrangements or transactions at Arm's length
basis.
Sr. No. |
Particulars |
Details |
1. |
Name (s) of the related party
& nature of relationship |
Instant Finserve Private Limited
Subsidiary of the Company |
2. |
Nature of
contracts/arrangements/transaction |
Repayment of Loan |
3. |
Duration of the
contracts/arrangements/transaction |
1 year |
4. |
Salient terms of the
contracts or arrangements or transaction including the value, if any |
NA |
5. |
Justification for entering into
such contracts or arrangements or transactions' |
NA |
6. |
Date of approval by the Board |
- |
7. |
Amount paid |
16,97,07,260 |
8. |
Date on which the special
resolution was passed in General meeting as required under first proviso to section 188 |
NA |
9. Details of contracts or arrangements or transactions at Arm's length
basis.
Sr. No. |
Particulars |
Details |
1. |
Name (s) of the related party
& nature of relationship |
Instant Finserve Private Limited
Subsidiary of the Company |
2. |
Nature of
contracts/arrangements/transaction |
Interest Receivable on OCD |
3. |
Duration of the
contracts/arrangements/transaction |
1 year |
4. |
Salient terms of the
contracts or arrangements or transaction including the value, if any |
NA |
5. |
Justification for entering into
such contracts or arrangements or transactions' |
NA |
6. |
Date of approval by the Board |
- |
7. |
Amount paid |
84,00,000 |
8. |
Date on which the special
resolution was passed in General meeting as required under first proviso to section 188 |
NA |
10. Details of contracts or arrangements or transactions at Arm's
length basis.
Sr. No. |
Particulars |
Details |
1. |
Name (s) of the related party
& nature of relationship |
Instant Finserve Private Limited
Subsidiary of the Company |
2. |
Nature of
contracts/arrangements/transaction |
Interest Receivable on Advances |
3. |
Duration of the
contracts/arrangements/transaction |
1 year |
4. |
Salient terms of the
contracts or arrangements or transaction including the value, if any |
NA |
5. |
Justification for entering into
such contracts or arrangements or transactions' |
NA |
6. |
Date of approval by the Board |
- |
7. |
Amount paid |
43,99,280 |
8. |
Date on which the special
resolution was passed in General meeting as required under first proviso to section 188 |
NA |
11. Details of contracts or arrangements or transactions at Arm's
length basis.
Sr. No. |
Particulars |
Details |
1. |
Name (s) of the related party
& nature of relationship |
Instant Finserve Private Limited
Subsidiary of the Company |
2. |
Nature of
contracts/arrangements/transaction |
Investment on OCD |
3. |
Duration of the
contracts/arrangements/transaction |
1 year |
4. |
Salient terms of the
contracts or arrangements or transaction including the value, if any |
NA |
5. |
Justification for entering into
such contracts or arrangements or transactions' |
NA |
6. |
Date of approval by the Board |
- |
7. |
Amount paid |
3,00,00,000 |
8. |
Date on which the special
resolution was passed in General meeting as required under first proviso to section 188 |
NA |
12. Details of contracts or arrangements or transactions at Arm's
length basis.
Sr. No. |
Particulars |
Details |
1. |
Name (s) of the related party
& nature of relationship |
Beembox Technologies Private
Limited
Ceased to be Subsidiary of the Company |
2. |
Nature of
contracts/arrangements/transaction |
Advance given |
3. |
Duration of the
contracts/arrangements/transaction |
1 year |
4. |
Salient terms of the
contracts or arrangements or transaction including the value, if any |
NA |
5. |
Justification for entering into
such contracts or arrangements or transactions' |
NA |
6. |
Date of approval by the Board |
- |
7. |
Amount paid as advances, if
any |
7,65,000 |
8. |
Date on which the special
resolution was passed in General meeting as required under first proviso to section 188 |
NA |
13. Details of contracts or arrangements or transactions at Arm's
length basis.
Sr. No. |
Particulars |
Details |
1. |
Name (s) of the related party
& nature of relationship |
Beembox Technologies Private
Limited
Ceased to be Subsidiary of the Company |
2. |
Nature of
contracts/arrangements/transaction |
Repayment |
3. |
Duration of the
contracts/arrangements/transaction |
1 year |
4. |
Salient terms of the
contracts or arrangements or transaction including the value, if any |
NA |
5. |
Justification for entering into
such contracts or arrangements or transactions' |
NA |
6. |
Date of approval by the Board |
- |
7. |
Amount paid |
10,000 |
8. |
Date on which the special
resolution was passed in General meeting as required under first proviso to section 188 |
NA |
ANNEXUREIII
FORM NO. MR-3 SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED 31st
March 2025
[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule No. 9
of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and
the SEBI (Listing Obligations and Disclosure
Requirements), 2015]
To,
The Members,
GALACTICO CORPORATE SERVICES LIMITED CIN: L74110MH2015PLC265578 OFF NO.
68, BUSINESS BAY PREMISES, CO-OP HSG SOC, NASHIK - 422002 MH IN
I, CS Akshay Birla, Proprietor of Akshay R. Birla & Associates,
have conducted the secretarial audit of the compliance of applicable statutory provisions
and the adherence to good corporate practices by GALACTICO CORPORATE SERVICES LIMITED
(hereinafter called the company). Secretarial Audit was conducted in a manner that
provided me reasonable basis for evaluating the corporate conduct/ statutory compliances
and expressing my opinion thereon.
Based on my verification of the GALACTICO CORPORATE SERVICES LIMITED
books, papers, minute books, forms and returns filed and other records maintained by the
company and also the information provided by the Company, its officers, agents and
authorized representatives during the conduct of secretarial audit, I hereby report that
in my opinion, the company has, during the audit period covering the financial year ended
on 31st March 2025, complied with the statutory provisions listed hereunder and
also that the Company has proper Board processes and compliance- mechanism in place to the
extent, in the manner and subject to the reporting made hereinafter:
GALACTICO CORPORATE SERVICES LIMITED ("the Company") for the
financial year ended on 31st March 2025, according to the provisions of:
(i) The Companies Act, 2013 (the Act) and the rules made thereunder.
(ii) The Securities Contracts (Regulation) Act, 1956 ('SCRA') and the
rules made thereunder.
(iii) The Depositories Act, 1996 and the Regulations and Byelaws framed
thereunder.
(iv) Foreign Exchange Management Act, 1999 and the rules and
regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct
Investment and External Commercial Borrowings.
(v) The following Regulations and Guidelines prescribed under the
Securities and Exchange Board of India Act,
1992 ('SEBI Act'): -
(a) The Securities and Exchange Board of India (Substantial Acquisition
of Shares and Takeovers) Regulations, 2011; (Applicable)
(b) The Securities and Exchange Board of India (Prohibition of Insider
Trading) Regulations, 1992; (Applicable)
(c) The Securities and Exchange Board of India (Issue of Capital and
Disclosure Requirements) Regulations, 2009;
(Not applicable to the Company during the audit period)
(d) The Securities and Exchange Board of India (Employee Stock Option
Scheme and Employee and Stock Purchase Scheme) Guidelines, 1999; (Not applicable to the
Company during the audit period)
(e) The Securities and Exchange Board of India (Issue and Listing of
Non-Convertible Securities) Regulations 2021;
(Not applicable to the Company during the audit period)
(f) The Securities and Exchange Board of India (Registrars to an Issue
and Share Transfer Agents) Regulations,
1993 regarding the Companies Act and dealing with client; (Not
applicable to the Company during the audit period)
(g) The Securities and Exchange Board of India (Delisting of Equity
Shares) Regulations, 2009; (Not applicable to the Company during the audit period)
(h) The Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015. (Applicable)
The Stock Exchange viz. BSE Limited has imposed fine of Rs. 73,160 on
the Company as per Master Circular No. SEBI/HO/CFD/PoD2/CIR/P/2023/120 dated July 11, 2023
for non-compliance under regulation 19(1)/19(2) (Constitution of Nomination and
Remuneration Committee) of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 for Quarter ended September 2024.
The fine imposed has been paid by the Company and Necessary disclosures
have been made subsequent to the imposition of fine. In our opinion, the non-compliance
was an isolated incident and has been complied. The Company has taken adequate steps to
ensure compliance with Regulation 19(1)/19(2) going forward.
(i) Securities and Exchange Board of India (Registrars to an Issue and
Share Transfer Agents) Regulations, 1993;
(Applicable)
and
(j) The Securities and Exchange Board of India (Buyback of Securities)
Regulations, 1998; (Not applicable to the Company during the audit period)
The following Act and Directions are especially applicable to the
Company.
(vi) SEBI (Merchant Bankers) Regulation Act, 1992
I have also examined compliance with the applicable clauses of the
following:
(i) Secretarial Standards issued by The Institute of Company
Secretaries of India.
(ii) The Listing Agreements entered by the Company with Bombay Stock
Exchange, pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015,
During the period under review the Company has complied with the
provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above.
I further report that,
The Board of Directors of the Company is duly constituted with a proper
balance of Executive Directors, NonExecutive Directors, and Independent Directors. The
changes in the composition of the Board of Directors that took place during the period
under review were carried out in compliance with the provisions of the Act. Adequate
notice is given to all directors to schedule the Board Meetings, agenda and detailed notes
on the agenda in advance, and a system exists for seeking and obtaining further
information and clarifications on the agenda items before the meeting and for meaningful
participation at the meeting.
Majority decisions are carried through while the dissenting members'
views are captured and recorded as part of the minutes, as and when required.
I further report that there are adequate systems and processes in the
company commensurate with the size and operations of the company to monitor and ensure
compliance with applicable laws, rules, regulations, and guidelines.
I further report that.
i) The Company during the reporting period has filed Form ADT-1, Form
CHG-4, Form AOC-4 XBRL, Form MGT-7 and Form MGT-14 with additional fees after the due
date.
ii) The Company is not having outstanding dues of MSME vendors more
than 45 days. Accordingly, Company has not filed Form MSME-1 regarding outstanding
payments to MSME vendors
I further report that.
i) During the audit period the company has passed special resolutions
as follows:
Sr. No. |
Type of Meeting |
Date and Place |
Special resolutions |
|
(Annual/ Extra- |
|
passed |
|
Ordinary) |
|
|
1. |
Extra Ordinary General Meeting
through Postal Ballot |
Evoting Process ends on March
05, 2025 and results were declared on March 07, 2025. |
Ratification of Related Party
Transactions entered during period April 01, 2019 to December 31, 2024 |
2. |
Extra Ordinary General Meeting
through Postal Ballot |
Evoting Process ends on March
05, 2025 and results were declared on March 07, 2025. |
Prior approval for Material
Related Party Transactions to be entered upto period 31st March, 2025. |
3. |
Extra Ordinary General Meeting |
EGM held on 16th
April, 2024 through Video conferencing/Other AudioVisual Means |
Change in Designation of Mr.
Vipul Dileep Lathi (DIN: 05173313) from Director to Managing Director of the Company. |
DISCLAIMER CERTIFICATE
To,
The Members,
GALACTICO CORPORATE SERVICES LIMITED CIN: L74110MH2015PLC265578 OFF NO.
68, BUSINESS BAY PREMISES, CO-OP HSG SOC, NASHIK - 422002 MH IN
My Secretarial Audit Report of even date is to be read along with this
letter.
Management's Responsibility
It is the responsibility of the management of the Company to maintain
secretarial records, devise proper systems to ensure compliance with the provisions of all
applicable laws and regulations and to ensure that the systems are adequate and operate
effectively.
Auditor's Responsibility
Our responsibility is to express an opinion on these secretarial
records, standards and procedures followed by the Company with respect to secretarial
compliances.
We believe that audit evidence and information obtained from the
Company's management is adequate and appropriate for us to provide a basis for our
opinion.
Wherever required, we have obtained the management's representation
about the compliance of laws, rules and regulations and happening of events, etc.
Disclaimer
The Secretarial Audit Report is neither an assurance as to the future
viability of the Company nor of the efficacy or effectiveness with which the management
has conducted the affairs of the Company.
We have not verified the correctness and appropriateness of financial
records and books of accounts of the Company.
