Dear Shareholders,
Your directors have pleasure in presenting their 31st Annual Report on the business and
operations of the Company and the Audited Financial Statements for the financial year
ended March 31, 2025.
1. PERFORMANCE HIGHLIGHTS (Standalone)
Your Company has performed during the reporting period as follows:
(Rs. In Lacs)
Particulars |
FY 2024-25 |
FY 2023-24 |
| Revenue from operations |
359.04 |
723.40 |
| Other income |
24.54 |
15.33 |
Total revenue |
383.58 |
747.73 |
| Expenditure |
379.35 |
818.93 |
| Profit(loss) before Tax (PBT) |
4.23 |
(71.21) |
| Exceptional Item |
-- |
-- |
| Tax Expenses: |
|
|
| Current Tax |
0.00 |
0.00 |
| MAT Credit Entitlement / Availed |
0.00 |
0.00 |
| Deferred Tax |
(3.93) |
(15.61) |
| Prior Period Tax |
0.00 |
0.34 |
| Other Comprehensive Income |
|
|
| (i) Items that will not be reclassified to profit |
5.22 |
7.34 |
| or loss |
|
|
| (ii) Income-tax relating to Items that will not |
(1.31) |
(1.85) |
| be Reclassified to Profit or Loss |
|
|
Net Profit/loss after tax (PAT) |
12.07 |
(50.43) |
| EPS - Basic |
0.30 |
(2.05) |
| EPS - Diluted |
0.30 |
(2.05) |
Note: Previous year's figures have been regrouped / reclassified wherever necessary to
correspond with the current year's classification/disclosure.
2. OPERATIONAL REVIEW:
The Company achieved a Revenue from Operations of Rs. 359.04 Lakhs in FY 2024-25,
compared to Rs. 723.40 Lakhs in FY 2023-24. The Company recorded a Profit Before Tax (PBT)
of Rs. 4.23 Lakhs, a considerable improvement from the loss of Rs. 71.21 Lakhs in the
previous year. Additionally, after tax adjustments and other comprehensive income, the Net
Profit stood at Rs. 12.07 Lakhs compared to a Net Loss of Rs. 50.43 Lakhs in the previous
fiscal year, signalling an initial but promising recovery in operational performance.
During the year under review, company's approach towards growth has delivered
satisfactory results during the year 2024-25 as the company has carried out business
activity during the year in comparison to the previous year. The company is expecting more
revenue and sure to grow in terms of net profit in the upcoming years. The company will
strive to improve its performance in long term prospects based on actual pace of global
economy.
3. DIVIDEND:
In view of the Company does not carry out any business activities, the Board of
Directors has considered it prudent not to recommend any dividend for the Financial Year
under review.
4. TRANSFER TO RESERVES
During the year under review, the Company has carried out business activities,
therefore the Company has transferred the amount to Reserves.
5. SHARE CAPITAL
The Authorised Share Capital of the Company increased from existing Rs. 5,50,00,000
(Rupees Five Crore Fifty Lakh Only) to Rs. 30,00,00,000 (Rupees Thirty Crores) with the
approval of Shareholder in the previous Annual General Meeting held on 30th September,
2024
The Paid-Up Equity Share Capital of the Company as at 31st March, 2025 consists of
27,31,620 equity shares of Rs. 10 each.
The Company has not issued shares or convertible securities or shares with differential
voting rights nor has granted any stock options or sweat equity or warrants during the
year under review. As on March 31, 2025, none of the Directors of the Company hold
instruments convertible into Equity Shares of the Company.
6. EXTRACT OF ANNUAL RETURN:
Pursuant to the provisions of Section 134(3)(a) of the Companies Act, 2013, the Annual
Return for the Financial Year ended March 31, 2025 is available on the website of the
Company on (weblink)
SALE OF BUSINESS OF THE COMPANY
The Board of Directors ("Board") at their meeting held on 11th August, 2025,
have recommended and approved the sale of the business undertaking of the Company, i.e.
the business of manufacturing and trading activity of Agricultural Equipments and Bearings
(Forged Rings) (including balance of plant) ("present Business") as a going
concern on a slump sale basis (as defined under Section 2(42C) of the Income-tax Act,
1961), to Forgex Rings Private Limited (FRPL) , a company incorporated under the laws of
India bearing corporate identity number U28219GJ2024PTC152330 and having its registered
office at Imperial Heights, Tower A, 507, 150 Ft. Ring Road Rajkot (Gujarat), which is not
a related
party of the Company along with its respective assets and liabilities including the
concerned licenses, consents, approvals, employees and contracts, for a lumpsum
consideration of INR 9.25 Crores excluding all applicable taxes, subject to customary post
closing adjustments, on accounts as of December 31, 2024, on such terms and conditions as
detailed out in the business transfer agreement to be entered into between the Company and
FRPL for sale and transfer of the present Business . The consideration for the Proposed
Sale of present business, as recommended by the Board and the Audit Committee is based on
the valuation done by Atharva Valuation (OPC) Private Limited, independent valuer having
registration number IBBI/RV-E/03/2022/174. Further, Interactive Financial Services
Limited, a SEBI Registered Category I Merchant Banker having registration code
INM000012856, has given a fairness opinion certifying that the valuation of the present
Business done by the independent valuer is fair. The purchaser is not related party to the
Company, its Directors or key managerial personnel. Further, the full consideration will
be received in cash, subject to applicable taxes. All other relevant details are already
mentioned in the Resolution & Explanatory Statement forming part of this Annual
Report.
7. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND
OUTGO
The Company has introduced various measures to reduce energy consumption and install
the latest technologies.
(a) CONSERVATION OF ENERGY
| (i) |
the steps taken or impact on conservation of energy |
Company has already installed tools/ equipment for conservation of
electricity. |
| (ii) |
the steps taken by the company for utilizing alternate sources of energy |
There is no need to take additional measure in this regard |
| (iii) |
the capital investment on energy conservation equipment's |
The Company does not have any proposal for additional investment in this
regard. |
(B) TECHNOLOGY ABSORPTION
| (i) |
the efforts made towards technology absorption |
Company is not required to make any efforts towards the technology's
absorption during the year |
| (ii) |
the benefits derived like product improvement, cost reduction, product
development or import substitution |
Company is not required to acquire any technologies during the year |
| (iii) |
in case of imported technology (imported during the last three years
reckoned from the beginning of the financial year)- |
Company has not imported any technologies during the year |
|
(a) the details of technology imported |
Nil |
|
(b) the year of import; |
Nil |
|
(c) whether the technology been fully absorbed |
Nil |
|
(d) if not fully absorbed, areas where absorption has not taken place,
and the reasons thereof |
Nil |
| (iv) |
the expenditure incurred on Research and Development |
Nil |
8. FOREIGN EXCHANGE EARNINGS / OUTGO
As the Company has not carried out any activities relating to the export and import
during the financial year. There is no foreign exchange expenses and foreign income during
the financial year.
9. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATES
The Company does not have any Subsidiaries, Joint Ventures and Associate Companies.
10. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE
COMPANY OCCURRED BETWEEN THE END OF THE FINANCIALYEAR TO WHICH THE FINANCIAL STATEMENTS
RELATE AND THE DATE OF THE REPORT:
No material changes take place between the end of the financial year up to the date of
report which affect the financial position of the Company. It is also in the process of
transferring its operational undertaking by way of Slump Sale, for which necessary
approvals and compliances are under process.
11. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE
COMPANY HELD DURING THE FINANCIAL YEAR
During the financial year under review following changes take place which affects the
Financial Position of the company:
> The Company has altered the existing Object Clause of the Memorandum of
Association ("the MoA") by inserting additional clause which extend the area of
operation of company in organic and inorganic chemicals.
> Adoption of new set of Memorandum of Association as per the provision of the
Companies Act, 2013 in the format of Table A.
12. CHANGE IN THE NATURE OF BUSINESS
There has been no change in the nature of business of the Company in the period under
review.
13. DEPOSITS
Your 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.
14. STATUTORY AUDITORS & AUDIT REPORT:
Statutory Auditors
The Company's auditors M/s. H. B. Kalaria and Associates, Chartered Accountants (FRN
104571W) have been appointed for the first time as Statutory Auditors of the Company.
In accordance with provisions of Section 139 of the Companies Act, 2013 and the
Companies (Audit and Auditors) Rules, 2014, the Company has appointed them for a period of
Five years from conclusion of 27th Annual General Meeting till the conclusion of 32nd
Annual General Meeting.
M/s. H. B. Kalaria and Associates, Chartered Accountants (FRN 104571W), have informed
the Company that their appointment if made would be within the limits prescribed under
Section 141 of the Companies Act, 2013.
The Auditors have confirmed that they have subjected themselves to the peer review
process of ICAI and hold valid certificate issued by the Peer Review Board of the ICAI.
The Auditors have also furnished a declaration confirming their independence as well as
their arm's length relationship with the Company as well as declaring that they have not
taken up any prohibited non-audit assignments for the Company.
The Auditors comments on your company's accounts for year ended March 31, 2025 are
self-explanatory in nature and do not require any explanation as per provisions of Section
134 (3) (f) of the Companies Act, 2013.
The Auditors have observed that the Company did not have appropriate internal controls
for reconciliation of physically inventory with the inventory records The Board would like
to clarify that the Company is in process of strengthening its internal control systems
installation of proper softwares & deploying experts who are having knowledge of
strengthening of the internal controls. Further, as regards to Auditors' observation on
not having internal process to report deficiencies in internal control to management on a
timely basis, the Board clarifies that the Company has already appointed professional
consultants for verifying the internal control system and by end of this fiscal, the
Company would be having robust internal control system.
15. DISCLOSURE OF REPORTING OF FRAUD BY AUDITORS UNDER SECTION 143(12):
During the financial year 2024-25, the Statutory Auditor has not reported to the audit
committee any instance of fraud committed against the Company by its employees or officers
under section 143(12), the details of which need to be reported in Board's Report.
16. COST AUDIT
The Company is not required to appoint a cost auditor for conducting the cost audit in
respect of the products manufactured by the Company as per the provisions of Section 148
of the Companies Act, 2013 for the period under review.
17. SECRETARIAL AUDIT REPORT
Pursuant to the provisions of Section 204 of the Companies Act, 2013, and the Rules
made thereunder, the Company has appointed Mr. Ramesh Chandra Bagdi, Practicing Company
Secretary as the Secretarial Auditor of the Company. The Secretarial Audit Report is
annexed to the Board's Report and forms an integral part of this Report. The Secretarial
Audit Report does not contain any qualification, reservation or adverse remark.
18. CORPORATE SOCIAL RESPONSIBILITY
The company does not fall under the purview of the section 135 of the Companies Act,
2013 which requires formulating a Corporate Social Responsibility Committee and adopting
any activities as specified in Schedule VII.
19. EXTRACT OF ANNUAL RETURN
The Annual Return of the Company as on March 31, 2025 is available on the Company's
website and can be accessed at www.galaxyagrico.com.
20. DECLARATION GIVEN BY INDEPENDENT DIRECTORS
The Company has received declarations from all its Independent Directors, confirming
that they meet the criteria of independence as prescribed under the Companies Act, 2013
and Regulation 16(1)(b) of the Listing Regulations.
21. BOARD EVALUATION
The Board of Directors has carried out an annual evaluation of its own performance,
Board committees and individual directors pursuant to the provisions of the Companies Act,
2013 and SEBI (Listing Obligation and Disclosure Requirement) Regulation 2015.
The performance of the Board was evaluated by the Board after seeking inputs from all
the directors on the basis of the criteria such as the Board composition and structure,
effectiveness of board processes, information and functioning, etc. The performance of the
committees was evaluated by the board after seeking inputs from the committee members on
the basis of the criteria such as the composition of committees, effectiveness of
committee meetings, etc.
The Board and the Nomination and Remuneration Committee ("NRC") reviewed the
performance of the individual directors on the basis of the criteria such as the
contribution of the individual director to the Board and committee meetings like
preparedness on the issues to be discussed, meaningful and constructive contribution and
inputs in meetings, etc. In addition, the Chairman was also evaluated on the key aspects
of his role.
In a separate meeting of independent Directors, performance of non-independent
directors, performance of the board as a whole and performance of the Chairman was
evaluated, taking into account the views of executive directors and non-executive
directors. The same was discussed in the board meeting that followed the meeting of
the independent Directors, at which the performance of the Board, its committees and
individual directors was also discussed.
22. DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL APPOINTED/RESIGNED DURING THE
YEAR
Your Company is having dynamic, qualified, experienced, committed and versatile
professionals in the Management of the Company. In pursuance to provisions of Section 203
of the Companies Act, 2013 ("the Act") read with relevant Rules there under, the
personnel of the Company who acted as "Key Managerial Personnel" during the year
under review are as appended below:
S. No |
Name of Director |
Position |
| 1. |
NATHABHAI JERAMBHAI SADARIA (DIN: 00167254) |
MANAGING DIRECTOR |
| 2. |
MANOJ HARSUKHLAL SHAH (DIN: 02173383) |
WHOLE TIME DIRECTOR |
| 3. |
SANJAY JAYANTILAL PATEL (DIN: 01632620) |
WHOLE TIME DIRECTOR |
| 4. |
KIRAN BAVANJIBHAI GOVANI (DIN: 01294557) |
INDEPENDENT DIRECTOR |
| 5. |
MASUKHLAL NATHABHAI GOVANI (DIN: 02167809) |
INDEPENDENT DIRECTOR |
| 6. |
AJAY RAMJIBHAI PATEL (DIN: 00167284) |
INDEPENDENT DIRECTOR |
| 7. |
JAGDISH MANSHUKHLAL SHAH (DIN: 07158142) |
INDEPENDENT DIRECTOR |
| 8. |
MAUSAMIBEN PARESHBHAI SADARIA (DIN: 07046365) |
WOMEN DIRECTOR |
| 9. |
ABHAY VASANTRAO GALGATE (DIN: 09596308) |
EXECUTIVE DIRECTOR |
| 10. |
RICHA KACHHAWAHA (DIN: 10702959) |
INDEPENDENT DIRECTOR |
| 11. |
JAY NARAYAN NAYAK (DIN: 05174213)) |
INDEPENDENT DIRECTOR |
Changes in Composition of Board of Director after the closure of Financial year:
a. The Company regrets to inform about the sad demise of Mr. Mansukhlal Nathabhai
Govani (DIN:02167809), Non-Executive Independent Director of the Company w.e.f.
24.05.2024, his sudden and sad demise will be an irreparable loss to the Company.
b. The Board of Directors of the Company has on 24th May, 2024, appointed Mr. Jay Nayak
(DIN: 05174213) as Additional Directors (Non- Executive, Independent) of the Company,
which was later resigned from the Directorship of the company on 02nd May, 2025.
c. Regularise the Appointment of Mr. Abhay Vasantrao Galgate (DIN: 09596308) as a
Executive Director at the 30th Annual General meeting held on 30th September 2024.
d. Regularise the Appointment of Ms. Richa Kachhawaha (DIN: 10702959) as the
NonExecutive, Independent Director at the 30th Annual General meeting held on 30th
September 2024
The Company has received declarations from all the Independent Directors of the Company
confirming that they meet with the criteria of independence as prescribed under
sub-section 6 of Section 149 of the Companies Act, 2013 and under Regulation 16 (b) of
SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015.
23. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS
During the year 08 (Eight) Board meetings were convened and held, details of which are
as follows:
Sr. No. |
Date of Board meeting |
No. of Directors entitled to attend |
No. of Directors Present |
| 1. |
02-05-2024 |
8 |
7 |
| 2. |
24-05-2024 |
8 |
7 |
| 3. |
11-07-2024 |
8 |
8 |
| 4. |
29-07-2024 |
10 |
8 |
| 5. |
16-09-2024 |
10 |
8 |
| 6. |
17-10-2024 |
10 |
9 |
| 7. |
13-02-2025 |
10 |
8 |
| 8. |
27-02-2025 |
10 |
8 |
24. VIGIL MECHANISM/WHISTLE BLOWER POLICY FOR DIRECTORS AND EMPLOYEES
The Company has established a Vigil Mechanism, which includes a Whistle Blower Policy,
for its Directors and Employees, to provide a framework to facilitate responsible and
secure reporting of concerns of unethical behaviour, actual or suspected fraud or
violation of the Company's Code of Conduct & Ethics. The details of establishment of
Vigil Mechanism/ Whistle Blower policy are posted on the website of the Company and the
web link to the same is http://www.galaxyagrico.com/vigil mechanism.html
25. AUDIT COMMITTEE
The Audit Committee comprises of 3 members where 2 directors are non-Executive
independent directors. Accordingly, the Company has complied with the requirements of
Regulation 18 of SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015
relating to composition of Audit Committee.:
Name of Member |
Category |
Status |
Date of Meeting |
|
|
|
02-05-2024 |
29-07-2024 |
17-10-2024 |
13-02-2025 |
| JAGDISH MANSHUKHLAL SHAH (DIN: 07158142) |
Non-Executive Independent Director |
Chairman |
V |
V |
V |
V |
| MANOJ HARSUKHLAL SHAH (DIN: 02173383) |
Executive Director |
Member |
V |
V |
V |
V |
| AJAY RAMJIBHAI PATEL(DIN: 00167284) |
Non-Executive Independent Director |
Member |
V |
V |
V |
V |
The Audit Committee has reviewed financial condition and results of operations and
analysis, statement of significant related party transactions as submitted by the
management, and other information as mentioned in part C Schedule II of SEBI (Listing
Obligations and disclosure Requirement) Regulations, 2015. The chairperson of Audit
Committee was present at the last AGM.
26. NOMINATION AND REMUNERATION COMMITTEE
In compliance with Section 178 of the Companies Act, 2013 and Regulation 19 of SEBI
(Listing obligation and Disclosure Requirement) Regulations 2015, the Nomination and
Remuneration Committee comprises of 3 Non-Executive Independent Directors. The Chairman of
the Committee is an Independent Director. Accordingly, the Company has complied with the
requirements of Regulation 19 of SEBI (Listing obligation and Disclosure Requirement)
Regulations 2015 relating to composition of Nomination and Remuneration Committee.
The Board of Directors has formulated a Policy which lays down a framework for
selection and appointment of Directors and Senior Management and for determining
qualifications, positive attributes and independence of Directors. The Board has also
formulated a Policy relating to remuneration of Directors, members of Senior Management
and Key Managerial Personnel.
The Nomination and Remuneration Committee met once during the year on dated 11th July
2024 and the attendance of members at the meetings was as follows:
Name of Member |
Category |
Status |
No. of Meetings attended /held |
| AJAY RAMJIBHAI PATEL (DIN: 00167284) |
Non-Executive Independent Director |
Chairman |
1/1 |
| KIRAN BAVANJIBHAI GOVANI (DIN: 01294557) |
Non-Executive Independent Director |
Member |
1/1 |
| JAGDISH MANSHUKHLAL SHAH (DIN:07158142) |
Non-Executive Independent Director |
Member |
1/1 |
27. STAKEHOLDERS' RELATIONSHIP COMMITTEE:
In compliance with Section 178 of the Companies Act, 2013 and, Regulation 20 of SEBI
(Listing obligation and Disclosure Requirement) Regulations 2015 the Board has constituted
Stakeholders Relationship Committee. The Committee met met once during the year on dated
11th July 2024 and the attendance of members at the meetings was as follows:
Name of Member |
Category |
Status |
No. of Meetings attended /held |
| AJAY RAMJIBHAI PATEL (DIN: 00167284) |
Non-Executive Independent Director |
Chairman |
1/1 |
| KIRAN BAVANJIBHAI GOVANI (DIN: 01294557) |
Non-Executive Independent Director |
Member |
1/1 |
| JAGDISH MANSHUKHLAL SHAH (DIN:07158142) |
Non-Executive Independent Director |
Member |
1/1 |
The Stakeholders Relationship Committee is primarily review all matters connected with
the Company's transfer of securities and Redressal of shareholders'/investors'/security
holders' complaints. The committee also monitors the implementation and compliance with
the Company's Code of Conduct for prohibition of Insider Trading.
28. INDEPENDENT DIRECTORS MEETING:
As stipulated by the Code of Independent Directors under Schedule IV of the Companies
Act, 2013 and the Listing Regulations, the Independent Directors of the Company shall hold
at least one meeting in a Year without the presence of Non-Independent Directors and
members of the management. All the Independent Directors shall strive to be present at
such meeting.
The Independent Directors in their meeting shall, inter alia-
(a) Review the performance of non-independent Directors and the Board of Directors as a
whole;
(b) Review the performance of the chairman of the listed entity, taking into account
the views of executive Directors and non-executive Directors;
(c) Assess the quality, quantity and timeliness of flow of information between the
management of the listed entity and the Board of Directors that is necessary for the Board
of Directors to effectively and reasonably perform their duties.
Independent Directors met once during the year on 27th February, 2025 and attended by
all Independent Directors.
29. SEXUAL HARRASSEMENT COMMITTEE
The Company has zero tolerance towards sexual harassment at the workplace and towards
this end, has adopted a policy in line with the provisions of Sexual Harassment of Women
at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under.
The Company has complied with provisions relating to the constitution of Committee
which redresses complaints received on sexual harassment. During the financial year under
review, the Company has not received any complaints of sexual harassment from any of the
women employees of the Company.
30. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
Your Company has neither given any loans, guarantee or provided any security in
connection with a loan nor made any investments covered under the provisions of Section
186 of the Companies Act, 2013 during the year under review.
31. RELATED PARTY TRANSACTIONS
All related party transactions entered into by the Company during the financial year
under review were in the ordinary course of business and on arm's length basis. All
transactions entered with related parties were in compliance with the applicable
provisions of the Companies Act, 2013 read with the relevant rules made thereunder and the
Listing Regulations. Thus the company is not required to disclosed any information in Form
AOC-2 in terms of Section 134 of the Act read with Rule 8 of the Companies (Accounts)
Rules, 2014. However, the details of the transactions with Related Party are provided in
the Company's financial statements Note No. 39 in accordance with the Accounting
Standards.
There are no materially significant related party transactions made by the Company with
Promoters, Key Managerial Personnel or other designated persons which may have potential
conflict with interest of the Company at large. All related party transactions are placed
before the Audit Committee and the Board for approval, if applicable.
In line with the requirements of the Act and Listing Regulations, your Company has
formulated a policy on related party transactions which is also available on Company's
website at the link https://www.galaxyagrico.com/related party policy.html. This policy
deals with the review and approval of related party transactions. The Board of Directors
of the Company has approved the criteria for giving the omnibus approval by the Audit
Committee within the overall framework of the policy on related party transactions.
32. MANAGERIAL REMUNERATION
a. Remuneration to Directors and Key Managerial Personnel
Information as required under section 197 (12) of the Companies Act, 2013 read with
Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014 is given under Annexure-1.
b. Employee Particulars
There are no employees who have remuneration in excess of the remuneration stated in
Section 197 of the Companies Act, 2013.
33. CORPORATE GOVERNANCE REPORT
Pursuant to Regulation 15(2) of SEBI (Listing Obligation & Disclosure Requirements)
Regulations, 2015, compliance of Regulation - 17 to 27, Regulation - 46 (2) (b) to (i) and
para-C, D and E of Schedule V, shall not apply to the listed Companies having paid up
equity share capital not exceeding rupees ten crore and net worth not exceeding rupees
twenty- five crore, as on the last day of the previous financial year.
The paid-up equity Share capital of the Company and net worth of the Company as on 31st
March, 2025 does not exceed the stipulated criteria of rupees ten crore and rupees twenty-
five crore respectively. Hence the Company the provision of Corporate Governance is not
applicable on the Company.
34. INTERNAL CONTROL AND SYSTEM
The Company has an Internal Control System, commensurate with the size, scale and
complexity of its operations. The scope and authority of the Internal Audit function is
defined by the Audit Committee. To maintain its objectivity and independence, the Internal
Audit function reports to the Chairman of the Audit Committee of the Board& to the
Managing Director.
The Internal Audit Department monitors and evaluates the efficacy and adequacy of
internal control system in the Company, its compliance with operating systems, accounting
procedures and policies of the Company.
Based on the report of internal audit function, the Company undertakes corrective
action in their respective areas and thereby strengthens the controls. Significant audit
observations and recommendations along with corrective actions thereon are presented to
the Audit Committee of the Board.
35. RISK MANAGEMENT POLICY
The Company has a robust Risk Management framework to identify measure and mitigate
business risks and opportunities. This framework seeks to create transparency, minimize
adverse impact on the business objective and enhance the Company's competitive advantage.
This risk framework thus helps in managing market, credit and operations risks and
quantifies exposure and potential impact at a Company level.
36. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis as prescribed under Part B of Schedule V read
with Regulation 34(3) of the Listing Regulations is provided "Annexure 2"
and forms part of this Report which includes the state of affairs of the Company and there
has been no change in the nature of business of the Company during FY 2024-25.
37. DIRECTOR'S RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 134(3) (c) of the Companies Act, 2013, with
respect to Directors Responsibility Statement it is hereby confirmed that:
(a) that in the preparation of the Annual Accounts, the applicable accounting standards
had been followed along with proper explanation relating to material departures, if any;
(b) that the Directors had selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and prudent so as to
give a true and fair view of the state of affairs of the Company at the end of the
Financial Year and of the profit and loss of the Company for that period;
(c) the Directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of this Act for safeguarding the
assets of the Company and for preventing and detecting fraud and other irregularities;
(d) the Directors had prepared the annual accounts on a going concern basis;
(e) the Directors had laid down Internal Financial controls to be followed by the
Company and that such Internal Financial controls are adequate and were operating
effectively.
(f) The Directors had devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems were adequate and operating effectively.
38. LISTING:
The shares of the Company are listed at the BSE Ltd.-GALAGEX531911INE803L01016.
The Company has paid the annual listing fees for the financial year 2024-25 to the said
Stock Exchange.
39. OTHERS
Your directors state that no disclosure or reporting is required in respect of the
following items as there were no transactions on these items during the period under
review:
1. There was no application made or proceeding pending against the company under
Insolvency & Bankruptcy Code, 2016 during the year under review.
2. Company neither allot any debt securities nor has any outstanding debt securities as
at March 31, 2025 which requires an external credit rating
3. No significant or material orders were passed by the Regulators or Courts or
Tribunals which impact the going concern status and Company's operations in future.
4. The Company has complied with the applicable Secretarial Standards (as amended from
time to time) on meetings of the Board of Directors and Shareholders issued by The
Institute of Company Secretaries of India and approved by Central Government under section
118(10) of the Companies Act, 2013.
5. PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORKPLACE:
The company has in place a policy for prevention, prohibition and redressal of Sexual
Harassment at workplace. Appropriate mechanisms are in place for protection against sexual
harassment and right to work with dignity.
During the year under review, the company has not received any complaints regarding
this matter and there were no suits filed pursuant to Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013.
6. As the Company does not have any woman employees, the disclosures to be made under
the Maternity Benefit Act 1961, are not applicable
7.
40. ACKNOWLEDGEMENTS
We take this opportunity to thank the employees for their dedicated service and
contribution to the Company.
We also thank our banks, business associates and our shareholders for their continued
support to the Company.
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For and on behalf of the Board of Directors |
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Galaxy Agrico Exports Limited |
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Sd/- |
Sd/- |
Date: 06.09.2025 |
Nathabhai J. Sadariya |
Manoj H. Shah |
Place: Shapar |
Chairman and Managing Director |
Whole Time Director |
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DIN:00167254 |
DIN:02173383 |
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