TO
THE MEMBERS OF THE COMPANY
Your Directors are pleased to present the 41st Annual Report on the
business and operations of the Company together with the Audited Financial Statements for
the Financial Year ended 31st March, 2024.
1. FINANCIAL RESULTS:
(Amount in Lakhs)
S. No. Particulars |
STANDALONE |
CONSOLIDATED |
|
2023-24 |
2022-23 |
2023-24 |
2022-23 |
| 1. Revenue from Operations |
275.81 |
49.15 |
14604.26 |
6172.64 |
| 2. Other Income |
398.99 |
285.95 |
1243.04 |
386.64 |
| 3. Total Income |
674.80 |
335.10 |
15847.30 |
6559.28 |
| 4. Employee Benefit Expense |
25.65 |
15.78 |
3282.45 |
1315.09 |
| 5. Finance Cost |
193.00 |
117.14 |
1065.39 |
530.97 |
| 6. Other Expenses |
272.42 |
29.48 |
10747.81 |
4347.06 |
| 7. Total Expenses |
491.07 |
162.40 |
15095.65 |
6193.12 |
| 8. Profit / (Loss) before Tax & |
|
|
|
|
Exceptional Items |
183.73 |
172.70 |
751.65 |
366.16 |
| 9. Exceptional items |
– |
– |
– |
83.77 |
| 10. Profit before tax |
183.73 |
172.70 |
751.65 |
449.93 |
| 11. Tax Expense |
50.09 |
43.70 |
189.28 |
102.21 |
| 12. Profit before Comprehensive income |
133.64 |
129.00 |
562.37 |
347.72 |
| 13. Other Comprehensive Income |
(0.50) |
– |
1.94 |
(15.51) |
| 14. Profit/(Loss) for the Year |
133.59 |
129.00 |
562.37 |
332.21 |
| 15. EPS |
0.10 |
0.37 |
0.37 |
0.94 |
1. There are no material changes and commitments affecting the financial position of
your Company which have occurred between the end of the financial year and the date of
this report.
2. There has been no change in nature of business of your Company.
2. PERFORMANCE HIGHLIGHTS:
Standalone Financial Performance of your Company:
Your Board takes pleasure in reporting that the Revenue from Operations of the Company
for the Financial Year ended 31st March 2024 amounted to Rs.674.80 Lakhs and earned a net
profit of Rs.133.64 Lakhs for the F.Y 2023-24 as against net profit of Rs.129 Lakhs in F.Y
2022-23.
Consolidated Financial Performance of your Company:
Your Board takes pleasure in reporting that the Revenue from Operations of the Company
for the Financial Year ended 31st March 2024 amounted to Rs.15847.30 Lakhs and earned a
net profit of Rs.562.37 Lakhs for the F.Y 2023-24 as against net profit of Rs. 329.75
Lakhs in F.Y. 2022-23.
3. SHARE CAPITAL, CONVERTIBLE SECURITIES AND WARRANTS: Share Capital Structure of the
Company at the beginning of Financial year:-
S. No Particulars |
Equity Shares |
Preference Shares |
| 1. Authorised Share Capital |
10,00,00,000 |
5,00,00,000 |
| 2. Paid Up Share Capital |
4,30,28,226 |
3,32,91,901 |
| 3. Value per Share |
1 |
1 |
AUTHORISED SHARE CAPITAL
During the year under review, there was change in the Authorised Share Capital of the
Company. As on 31st March, 2024, the Authorised Share Capital stood at Rs. 22,00,00,000
(Rupees Twenty Two Crore only) divided into 17,00,00,000 (Seventeen Crore) Equity Shares
of Rs. 1 each totaling to Rs. 17,00,00,000 (Rupees Seventeen Crore only) and 5,00,00,000
(Five Crore) Preference Shares of Rs. 1 each totaling to Rs. 5,00,00,000 (Rupees Five
Crore only).
PAIDUP SHARE CAPITAL
As on 1st April, 2023, the Paid up Share Capital of the Company stood at Rs.
7,63,20,127 (Rupees Seven Crore Sixty Three Lakhs Twenty thousand One Hundred Twenty Seven
only) divided into 4,30,28,226 (Rupees Four Crore Thirty Lakhs Twenty Eight thousand Two
Hundred Twenty Six only) Equity Shares of Rs. 1 each totaling to Rs. 4,30,28,226 (Rupees
Four Crore Thirty Lakhs Twenty Eight thousand Two Hundred Twenty Six only) and 3,32,91,901
(Three Crore Thirty Two Lakhs Ninety One Thousand Nine Hundred One) 10% Redeemable
Non-Convertible Non-Cumulative Preference Shares ("RNCPS") of Rs. 1 each
totaling to Rs. 3,32,91,901 (Three Crore Thirty Two Lakhs Ninety One Thousand Nine Hundred
One).
Share Capital Structure of the Company at the end of Financial year:-
S. No Particulars |
Equity Shares |
Redeemable Non- Convertible Preference Shares |
Compulsorily Convertible Preference Shares |
| 1. Authorised Share Capital |
17,00,00,000 |
5,00,00,000 |
|
| 2. Paid Up Share Capital |
13,68,29,352 |
12,81,646 |
26,65,242 |
| 3. Value per Share |
1 |
1 |
|
Preferential Issue
During the year under review, the Company issued and allotted the following securities
on a preferential issue basis:
i. Pursuant to the resolutions passed by the Board of Directors on 07th
July, 2023 and the Shareholders of the Company on 02nd August, 2023 and upon receipt of
all requisite approvals including that of the stock exchanges, 91,96,935 (Ninety One Lakh
Ninety Six Thousand Nine Hundred Thirty Five only) Convertible Warrants were allotted upon
upfront receipt of 25% of the Convertible Warrants subscription amount, at an issue price
of Rs. 25 (Rupees Twenty Five only) per Convertible Warrant, including Premium of Rs. 24
per share (including the warrant subscription price and the warrant exercise price)
aggregating up to Rs.
22,99,23,375/- (Rupees Twenty Two Crores Ninety Nine Lakh Twenty Three Thousand Three
Hundred Seventy Five only) to Promoters and other non-promoter group persons for cash
consideration, within a maximum period of 18 (Eighteen) months from the date of allotment
of Warrants.
Out of 91,96,935 Convertible Warrants, 25,81,558 Convertible Warrants held by Amfine
Capital Management Private Limited were converted into 25,81,558 (Twenty Five Lakh Eighty
One Thousand Five Hundred and
Fifty Eight) equity shares of the Company upon receipt of balance 75% of the
Convertible Warrant subscription amount.
ii. Pursuant to the resolutions passed by the Board of Directors on 07th September,
2023 and the Shareholders of the Company on 30th September, 2023 and upon receipt of all
requisite approvals including that of the stock exchanges, the Company did
Variation/alteration of preference shareholders rights by issue and allotment of 26,65,242
10% Compulsorily Convertible Preference Shares (CCPS) of Rs. 1 each in lieu of existing
2,47,42,396, 10% Redeemable Non-Convertible Non-Cumulative Preference Shares (RNCPS) of
Rs.
1 each.
In aggregate, 26,65,242 CCPS of Rs. 1/-each were issued and allotted to RNCPS holder;
and subsequently the said CCPS will be converted by issue and allotment of 26,65,242
Equity Shares of face value of Rs. 1/ each at a price of Rs. 80/-per Equity Share,
(including premium of Rs 79/- per share) a price derived as per Securities and Exchange
Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018.
Bonus Issue
During the year the Board in its meeting held on 29th December, 2023 issued
and recommended Bonus shares in the ratio (2:1). The Shareholders approved the issue of
Bonus shares in the Extraordinary General meeting held on 27th January, 2024
via video conferencing. The Company allotted 8,95,12,902 equity shares of Rs. 1/-each in
the proportion of 2:1 i.e One(2) bonus equity share of Rs. 1/ each for every One (1) share
of Rs. 1/each held. The Bonus shares were credited to the shareholders on the record date
fixed on 12th January, 2024.
Furthermore, the Company has also reserved Rs. 1,49,37,420/- (Rupees One Crore Forty
Nine Lakhs Thirty Seven Hundred Four hundred and twenty Rupees only) for the warrant
holders holding 74,68,710 (Seventy Four Lakhs Sixty Eight Thousand Seven Hundred Ten only)
Warrants convertible into Equity Shares and Rs. 53,30,484 (Rupees Fifty Three Lacs Thirty
Thousand Four Hundred Eighty Four only) for the CCPS holders holding 26,65,242 (Twenty Six
Lakhs Sixty Five Thousand Two Hundred forty Two only), 10 % Compulsorily Convertible
Preference Shares (CCPS) for the purpose of bonus issue of equity shares.
Additionally, pursuant to Conversion of warrants held by Amfine Capital Management
Limited by Board Resolution passed on 06th May, 2024 and 05th July,
2024, the company has already issued Bonus Equity Shares of worth Rs. 17,06,666 (Seventeen
Lakhs Six Thousand Six Hundred Sixty Six only) out Rs. 1,49,37,420/- (Rupees One Crore
Forty Nine Lakhs Thirty Seven Hundred Four hundred and twenty Rupees only) reserved for
warrant holders.
The aforesaid bonus equity shares issued and allotted were listed on the Stock
Exchanges.
Redemption of Preference Shares
Pursuant to resolution passed by Board in its meeting held on September 27, 2023 and
November 10, 2023 and consent received by the concerned preference shareholders, the
company has redeemed 7267859 10% Redeemable Non-Convertible Non-Cumulative Preference
Share held by shareholders at Rs. 8.6683 having Face Value of Rs 1 each including premium
of Rs. 7.6683 aggregating to Rs 6,30,00,000 (Six Crore thirty Lakhs only).
4. PERFORMANCE AND FINANCIAL DETAILS OF SUBSIDIARIES
The financial performance of the subsidiaries are discussed in the Report on Management
Discussion & Analysis Report. Pursuant to the provisions of Sections 129, 133, 134 and
136 of the Act read with Rules framed thereunder, the Company has prepared Consolidated
Financial Statements of the Company and a separate statement containing the salient
features of financial statement of subsidiaries in Form AOC-1 forms part of the Annual
Report as
Annexure I.
In accordance with Section 136 of the Act, the Annual Accounts of the Subsidiaries are
available on the Company's website and also open for inspection by any Member at the
Company's Registered Office. The Company will make available these documents and the
related detailed information upon request by any Member of the Company or by any Member of
its Subsidiary, who may be interested in obtaining the same.
5. DIVIDEND:
During the period under review, your Directors does not recommend any dividend on the
equity shares for the year ended March 31, 2024 as the Company requires ploughing back of
the profits to the working capital of the Company and expects better results in the coming
years.
6. TRANSFER TO RESERVES:
During the year under review, Your Company has not transfer any amount under the head
Reserve in the Financial Statements for the Financial Year ended March 31, 2024.
7. DEMATERIALISATION AND LISTING
The equity shares of the Company are admitted to the depository system of National
Securities Depository Limited (NSDL) and Central Depository Services (India) Limited
(CDSL). As on 31st March, 2024, 13,42,60,853 Equity Shares representing 99.99% of the
Equity Share Capital of the Company are in dematerialized form. The Equity Shares of the
Company are compulsorily traded in dematerialized form as mandated by the Securities and
Exchange Board of India (SEBI). The International Securities Identification Number (ISIN)
allotted to the Company with respect to its Equity Shares is INE512D01028.
The Equity shares of the Company are listed on BSE Limited.
8. RECONCILIATION OF SHARE CAPITAL AUDIT
As per the direction of the Securities & Exchange Board of India, the
Reconciliation of Share Capital Audit was carried out on quarterly basis for the quarter
ended June 30th, 2023, September 30th, 2023, December 31st, 2023 and March 31st, 2024 by a
Company Secretary in Practice. The purpose of the audit was to reconcile the total number
of shares held in National Securities Depository Limited (NSDL), Central Depository
Services (India) Limited (CDSL) and in physical form with respect to admitted, issued and
paid up capital of the Company.
The aforesaid Reports of Reconciliation of Share Capital were submitted to the BSE
Limited, where the equity shares of the Company are listed.
9. CHANGE OF REGISTERED OFFICE
During the financial year under review, the company has changed its Registered Office
from 1104, A Wing, Naman Midtown, 11th Floor Senapati Bapat Marg, Prabhadevi Mumbai-400013
to 120, SV Road, Reporters Bungalow Near Shopper's Stop Opp. Bata, Ground Floor, Andheri
West, Mumbai-400058 with effect from 07th July, 2023.
Furthermore, pursuant to Board resolution passed by Directors of the company as on
September 07, 2023 and Special resolution passed by Shareholders of the company as on
September 30, 2023 have approved the shifting of Registered Office of the Company from the
"State of Maharashtra" to the "State of Haryana", subject to the
approval of the Hon'ble Regional Director, Western Region, Maharashtra. Further, the
Company also filed the relevant application with the said Hon'ble Regional Director as per
the provisions of the Companies Act, 2013 seeking approval for the same. Pursuant to the
order passed by Regional Director on 1st July, 2024, the company has shifted
it's registered office at Village Dabodha, Khasra No 4/18,22,23,24,5 //11,6//2,3,4, Tehsil
Farrukhnagar, Gurugram, Haryana, 122506.
10. CHANGE OF NAME OF THE COMPANY
As the members are aware that your Company has changed its main business object and
ventured into the Restaurant and Food Service industry from Financial Year 2022-23.
Accordingly, it was considered appropriate to align its name as per the newly added
business commenced by the Company.
The Board of Directors of the Company at its meeting held on 29th December, 2023 and
13th February, 2024 approved the proposal for change of name of the Company from
"Intellivate Capital Ventures Limited" to "Gourmet Gateway India
Limited" along with the consequential amendments required to be made in the
Memorandum of Association and Articles of Association, subject to the approval of ROC,
CRC, MCA, Members of the Company and Stock Exchange (i.e. BSE Limited).
Further in accordance with the provisions of Section 13 and 14 of the Companies Act,
2013 ("the Act") and pursuant to Regulation 45 of SEBI (Listing Obligations and
Disclosure) Requirements, 2015 ("Listing Regulation"), to the extent applicable,
the Company obtained shareholder's approval by way of a Special Resolution through Postal
Ballot Process vide Notice dated 04th March, 2024, to effect the change in the Company's
name and make necessary consequential alterations to the Memorandum and Articles of
Association.
A fresh Certificate of Incorporation pursuant to change of name was issued by the
Ministry Of Corporate Affairs, Office of the Central Processing Centre Gurgaon, Haryana on
29th May, 2024.
11. MANAGEMENT DISCUSSIONS AND ANALYSIS:
The Management Discussion and Analysis Report on the operations of the Company, as
required under Regulation 34 read with Schedule V of Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter
referred to as ‘Listing Regulations') and as approved by the Board of Directors, is
provided in a separate section and forms an integral part of this Report.
12. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:
There were no material changes and commitments affecting the financial position of the
Company between the end of the financial year and date of this report.
13. CHANGE IN NATURE OF BUSINESS:
There was no change in the nature of business of the Company during the financial year
ended on March 31, 2024.
14. PUBLIC DEPOSITS:
During the year under review, the Company has not accepted any deposits within the
meaning of Section 73 and 76 of the Companies Act, 2013 read with Companies (Acceptance of
Deposits) Rules, 2014.
15. DIRECTORS' RESPONSIBILITY STATEMENT:
To the best of knowledge and belief and according to the information and explanations
obtained by them, your Directors make the following statement in terms of Section 134(3)
(c) of the Companies Act, 2013: a. that in the preparation of the Annual Financial
Statements for the year ended 31st March, 2024, the applicable accounting standards have
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 of the company for that period; c. that the directors have taken proper and
sufficient care for the maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 2013 for safeguarding the assets of the company and for
preventing and detecting fraud and other irregularities; d. the Annual Financial
Statements have been prepared on a going concern basis; e. that 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; and f. That the directors
have devised proper systems to ensure compliance with the provisions of all applicable
laws and that such systems were adequate and operating effectively.
16. CORPORATE GOVERNANCE REPORT:
The Directors adhere to the requirements set out by the Securities and Exchange Board
of India's Corporate Governance practices and have implemented all the stipulations
prescribed. Secretarial compliances, reporting, intimations etc. under the Companies Act,
2013, SEBI Regulations and other applicable laws, rules and regulations are noted in the
Board/Committee Meetings from time to time. The Company has implemented several best
corporate governance practices.
The Corporate Governance Report as stipulated under Regulation 34(3) and other
applicable Regulations read with Part C of Schedule V of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 forms part of this Report.
17. CERTIFICATE ON CORPORATE GOVERNANCE
The requisite Certificate received from the Secretarial Auditors of the Company, M/s K.
Rahul & Associates, Practising Company Secretaries, in respect of compliance with the
conditions of Corporate Governance as stipulated under Regulation 34(3) read with Clause E
of Schedule V of the SEBI (LODR) Regulations, 2015, is attached and forms part of the
Integrated Annual Report.
18. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING / OUTGO:
Provisions of Section 134(3)(m) of the Companies Act, 2013, read with the Companies
(Accounts) Rules, 2014 pertaining to Conservation of Energy, Research & Development,
Technology Absorption are not applicable to the Company.
During the period under review, the Company has neither earned or expense any foreign
currency.
19. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
All arrangements/ transactions entered into by the Company with its related parties
during the year were in the ordinary course of business and on an arm's length basis.
During the year, the Company has entered into any arrangement/transaction with related
parties which could be considered material in accordance with the Company's Policy on
Related Party Transactions, read with the Listing Regulations and the disclosure of
related party transactions In accordance with Section 134(3) (h) of the Companies Act,
2013 read with Rule 8(2) of Companies (Accounts) Rules, 2014, the particulars of contracts
or arrangements with related parties, referred to in Section 188(1) of the Companies Act,
2013, in the prescribed Form AOC-2 is attached as Annexure II to this Report.
The Related Party Transaction Policy is available on the Company's website under the
web link www.gourmetgateway.co.in
Details of the Related Party Transactions, as required under Listing Regulations and
the relevant Accounting Standards are given in note 26 to the Financial Statements.
20. AUDITORS AND THEIR REPORT:
(I) STATUTORY AUDITORS:
M/s Walker Chandiok & Co. LLP, was appointed as the statutory auditors of the
Company, to hold office for five consecutive years from the conclusion of the 40th
AGM of the Company, till the conclusion of the 44th AGM to be held for the financial year
2026-27, as required under Section 139 of the Act read with the Companies (Audit and
Auditors) Rules, 2014.
The Statutory Auditors' Report on the Standalone and Consolidated Financial Statements
of the Company for the financial year ended March 31, 2024 forms part of this Annual
report and the observations of the Statutory Auditors, when read together with the
relevant notes to accounts and accounting policies are self-explanatory and therefore do
not call for any further comments. The Audit report for the FY 2023-24 does not contain
any qualification or adverse remarks.
During the year, the Statutory Auditors had not reported any matter under Section
143(12) of the Companies Act, 2013. Therefore, no detail is required to be disclosed under
Section 134(3) (ca) of the Companies Act, 2013.
(II) INTERNAL AUDITORS:
Pursuant to the provisions of Section 138 of the Companies Act, 2013, read with the
rules made there under, the Board of Directors had appointed M/s Chatterjee &
Chatterjee, Chartered Accountants (FRN: 001109C), to undertake the Internal Audit of the
Company for the Financial Year ended on March 31, 2024.
(III) SECRETARIAL AUDITORS:
Pursuant to the provisions of Section 204 of the Companies Act, 2013, read with the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of
Directors has appointed M/s K. Rahul & Associates, Practising Company Secretaries to
undertake the Secretarial Audit of the Company for the Financial Year ended on March 31,
2024.
The Secretarial Audit Report given by M/s K. Rahul & Associates, Practising Company
Secretaries, in Form MR-3, for the Financial Year 2023-24 is annexed to this report as Annexure
III. There are no qualifications, reservations, adverse remarks or disclaimers in
their Secretarial Audit Report.
(IV) COST AUDITOR:
During the period under review, provision regarding the appointment of Cost Auditor
& maintaining the Cost Records pursuant to the provision of Section 148 of the
Companies Act, 2013 read with Companies (Audit & Auditors) Rules, 2014, is not
applicable on the company.
21. PREVENTION OF INSIDER TRADING
In view of the Securities and Exchange Board of India (Prohibition of Insider Trading)
Regulations, 2015, your Company has adopted the code of conduct to regulate, monitor &
report insider-trading activities. The said code is available on website of the Company
i.e. www.gourmetgateway.co.in. All Board of Directors and the designated person have
confirmed compliance with the code.
22. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:
During the year under review, no employee was in receipt of remuneration exceeding the
limits as prescribed under provisions of Section 197 of the Companies Act, 2013 and Rule
5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
Disclosure pertaining to remuneration and other details as required under Section
197(12) read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 are annexed to this report as Annexure E.
23. CASH FLOW AND CONSOLIDATED FINANCIAL STATEMENTS:
As required by Regulation 34(2) of Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015, Cash Flow Statement is
appended.
In compliance with Regulation 34 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 and in compliance with the provisions of Section 129(3)
and other applicable provisions of the Companies Act, 2013 and the Indian Accounting
Standards Ind-AS 110 and other applicable Accounting Standards, your Directors have
pleasure in attaching the consolidated financial statements for the financial year ended
March 31, 2024, which forms part of the Annual Report.
24. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:
As on the date of this report, the following are Key Managerial Personnel
("KMPs") and Board of Directors of the Company as per Sections 2(51) and 203 of
the Act:
Name |
Designation |
| Mr. Anubhav Dham |
Non-Executive Director |
| Ms. Anamika Dham |
Non-Executive Director |
| Ms. Aarti Jain |
Managing Director |
| Mr. Saurabh Gupta |
Non-Executive Independent Director |
| Mr. Ritesh Kalra |
Non-Executive Independent Director |
| Ms. Sehar Shamim |
Non-Executive Independent Women Director |
| Mr. Manish Makhija |
Chief Financial Officer |
| Mr. Narender Kumar Sharma |
Company Secretary & Compliance Officer |
Appointment/Re-appointment/Cessation/Change in Designation of Directors and Key
Managerial Personnel during the Financial Year
During the year under review, following changes took place in the Directorships and Key
Managerial Personnel:
Name |
Designation |
Change |
Mr. Manish Makhija |
Chief Financial Officer |
? Appointed as Chief Financial Officer of the company on 20th
of May, 2022 |
Mr. Amit Gupta |
Non-Executive - Independent Director |
? Resigned from the Position of Independent Director of the
company as on 06th of January, 2024 due to personal reasons |
Mrs. Aarti Jain |
Managing Director |
? Re-designation and appointment of Mrs. Aarti Jain as Managing
Director from her earlier designation of Non- Executive Director on November 10, 2023, and
subsequently the same was approved by Shareholders in Meeting held on 27th
January, 2024. |
Mr. Saurabh Gupta |
Non-Executive - |
? Appointed as an Additional Non-Executive Independent Director
of the company on February 13, 2024, and subsequently regularized as a Non-Executive
Independent Director through postal ballot by way of electronic means on April 3, 2024
(being the last date of voting) |
Mr. Ritesh Kalra |
Non-Executive - Independent Director |
? Appointed as an Additional Non-Executive Independent Director
of the company on February 13, 2024, and subsequently regularized as a Non-Executive
Independent Director through postal ballot by way of electronic means on April 3, 2024
(being the last date of voting) |
Appointments & Cessations after the end of Financial Year i.e., March 31, 2024 till
the date of this Report:
There were no other appointments/ resignations of Directors/KMP after the financial
year.
25. RE-APPOINTMENT OF DIRECTOR(S) RETIRING BY ROTATION:
In accordance with the provisions of Section 152 the Companies Act, 2013 and the
Article of Association of the Company read with Companies (Appointment and Qualification
of Directors) Rules, 2014, Mr. Anubhav Dham, (DIN: 02656812) retires by rotation at the
ensuing Annual General Meeting and being eligible, offers herself for reappointment.
A brief resume, nature of expertise, details of directorships held in other companies
of the Directors proposed to be appointed/re-appointed, along with their shareholding in
the Company, as stipulated under Secretarial Standard 2 and Regulation 36 of the Listing
Regulations, is appended as an Annexure to the Notice of the ensuing AGM.
26. DECLARATION FROM INDEPENDENT DIRECTOR:
Your Company has received declarations from all the Independent Directors of your
Company confirming that they meet the criteria of independence as prescribed under Section
149(6) of the Act and Regulation 16(1) (b) of the SEBI Listing Regulations and there has
been no change in the circumstances which may affect their status as an Independent
Director. The Independent Directors have also given declaration of compliance with Rules
6(1) and 6(2) of the Companies (Appointment and Qualification of Directors) Rules, 2014,
with respect to their name appearing in the data bank of Independent Directors maintained
by the Indian Institute of Corporate Affairs.
The Board is of the opinion that the Independent Directors of the Company possess
requisite qualifications, experience and expertise and that they hold highest standards of
integrity.
27. MEETINGS OF THE BOARD:
The Board met Twelve (12) times during the FY 2023-24. The details of composition of
Board of Directors and its Committees, meetings held during the year and other relevant
information are included in the Corporate Governance Report, which forms part of this
Annual Report. The intervening gap between any two meetings was within the period
prescribed by the Companies Act, 2013 & SEBI (Listing Obligations and Disclosures
Requirements) Regulations, 2015 read with relevant relaxations granted by Ministry of
Corporate Affairs (MCA) and Securities and Exchange Board of India (SEBI).
28. SEPARATE MEETING OF INDEPENDENT DIRECTORS:
As stipulated by the Code of Independent Directors under Schedule IV of the Companies
Act, 2013, a separate meeting of the Independent Directors of the Company was held on 22nd
February, 2024 to review, among other things, the performance of non-independent directors
and the Board as whole, evaluation of the performance of the Chairman and the flow of
communication between the Board and the management of the Company.
29. MEETING OF COMMITTEES:
The Audit committee met Eight (8) times during the FY 2023-24, Nomination and
Remuneration Committee met four (4) times during FY 2023-24 and Stakeholder Relationship
Committee met once during the FY 2023-24. The details of composition of Committees,
meetings held during the year and other relevant information are included in the Corporate
Governance Report, which forms part of this Annual Report. The intervening gap between any
two meetings was within the period prescribed by the Companies Act, 2013 & SEBI
(Listing Obligations and Disclosures Requirements) Regulations, 2015 read with relevant
relaxations granted by Ministry of Corporate Affairs (MCA) and Securities and Exchange
Board of India (SEBI).
30. ANNUAL BOARD EVALUATION:
The Board of Directors has carried out an annual evaluation of its own performance,
Board Committees, the Individual Directors, the Chairman of the Company, etc pursuant to
the provisions of the Companies Act, 2013 read with the Rules framed thereunder and SEBI
(LODR) Regulations, 2015.
The performance of the Board was evaluated by the Board after seeking inputs from all
the Directors on the basis of criteria such as the board composition and structure,
effectiveness of board processes, information, and functioning etc., and the performance
of the Committees was evaluated by the Board after seeking inputs from the Committee
Members on the basis of criteria such as the composition of committees, effectiveness of
committee meetings etc.
In a separate meeting of Independent Directors, performance of the Directors, the Board
as a whole, and the Chairman of the Company was evaluated, taking into account the views
of executive directors and non-executive directors.
Outcome of the Evaluation
The Board of the Company was satisfied with the functioning of the Board and its
Committees. The Committees are functioning well and besides covering the Committees' terms
of reference, as mandated by applicable laws, important issues are brought up and
discussed in the Committee Meetings. The Board was also satisfied with the contribution of
Directors in their individual capacities. The Board has full faith in the Chairman leading
the Board effectively and ensuring participation and contribution from all the Board
Members.
31. FAMILIARISATION PROGRAMMES FOR INDEPENDENT DIRECTORS:
As per requirement under the provisions of Section 178 of the Companies Act, 2013 read
with Companies (Meeting of the Board and its powers) Rules, 2014 and SEBI (Listing
Obligations and Disclosure Requirements) Regulations 2015. Your Company has adopted a
familiarization programme for Independent Directors to familiarise them with the Company,
their role, rights, responsibilities in the Company, nature of the industry in which the
Company operates, business model, management structure, industry overview, internal
control system and processes, risk management framework, functioning of various divisions
and HR Management etc.
Your company aims to provide the insight into the Company to its Independent Directors
enabling them to contribute effectively. The Company arranges site visit for the
Directors, giving them insight of various projects and Directors are also informed of
various developments relating to the industry on regular basis and are provided with
specific regulatory updates from time to time.
Details of the familiarization programme of the Independent Directors are available on
the website of the Company www.gourmetgateway.co.in.
32. INVESTOR EDUCATION AND PROTECTION FUND (IEPF):
As per Section 124(6) of the Companies Act, 2013 read with Investor Education and
Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 as amended
from time to time, all the shares in respect to which dividend has remained
unclaimed/unpaid for a period of Seven Consecutive year or more are required to transfer
in the name of IEPF, but the company is not required to transfer the said amount to the
IEPF established by the Central Government as the company has not declared any dividend in
any financial year.
33. DETAILS OF FRAUD REPORT BY AUDITOR:
There have been no instances of fraud reported by the Auditors of the Company under
Section 143(12) of the Companies Act, 2013 and the Rules framed there under either to the
Company or to the Central Government.
34. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Company has in place adequate financial control system and framework in place to
ensure: -
1. The orderly and efficient conduct of its business;
2. Safeguarding of its assets;
3. The prevention and detection of frauds and errors;
4. The accuracy and completeness of the accounting records; and
5. The timely preparation of reliable financial information.
The same is subject to review periodically by the internal auditor for its
effectiveness. The management has established internal control systems commensurate with
the size and complexities of the business.
The internal auditors of the company checks and verifies the internal control and
monitors them in accordance with policy adopted by the company. The Board regularly
reviews the effectiveness of controls and takes necessary corrective actions where
weaknesses are identified as a result of such reviews. This review covers entity level
controls, process level controls, fraud risk controls.
The internal control manual provides a structured approach to identify, rectify,
monitor and report gaps in the internal control systems and processes. To maintain its
objectivity and independence, the internal audit function reports to the chairman of the
Audit Committee and all significant audit observations and corrective actions are
presented to the Committee. Accordingly, the Board is of the opinion that the Company's
internal financial controls were adequate and effective during FY 2023-24.
35. SUBSIDIARIES, ASSOCIATE COMPANIES AND JOINT VENTURES:
The Company has 5 Subsidiary Companies (including Step down Subsidiaries) as on March
31, 2024:
S. No. Name of the Company |
Status |
% holding |
Applicable Section |
1. Boutonniere Hospitality Private Limited |
Subsidiary |
95.85 |
2(87) |
2. Barista Coffee Company Limited |
Step down Subsidiary |
88.35 |
2(87) |
3. Welgrow Hotels Concept Private Limited |
Step down Subsidiary |
100 |
2(87) |
4. Kaizen Restaurants Private Limited |
Step down Subsidiary |
100 |
2(87) |
5. So Indulgent India Private Limited |
Step down Subsidiary |
70 |
2(87) |
In accordance with proviso to sub-section (3) of Section 129 of the Companies Act 2013,
a statement containing salient features of the financial statements of the Company's
Subsidiaries and the report on their performance and financial position in Form AOC-1
is annexed to the financial statements and forms part of the Annual Report, which covers
the financial position of the Subsidiary Companies.
In accordance with third proviso to Section 136(1) of the Companies Act, 2013, the
Annual Report of your Company, containing therein its audited standalone and the
consolidated financial statements has been placed on the website of the Company.
Investment in Subsidiaries:
During the year under review, pursuant to the Board Resolution passed by the Board as
on 19th October, 2023, 6th November, 2023 and 22nd
December, 2023, the Company has acquired 4,59,214 Equity Shares of Boutonniere Hospitality
Private Limited (Subsidiary Company) in 3 tranches for total Consideration of Rs.
6,19,93,890.
Furthermore, on April 10th, 2024 i.e. after the end of financial year
2023-24, company acquired 2,30,000 (100%) Equity Shares with a face value of Rs.10 each
from the shareholders of Partitoe Ventures Private Limited for a total purchase
consideration of Rs. 82,80,000. This acquisition made Partitoe Ventures Private Limited a
wholly-owned subsidiary of Gourmet Gateway India Limited.
36. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY THE COMPANY:
Details of Loans, Guarantees, Investments under the provisions of Section 186 of the
Companies Act, 2013 read with Companies (Meetings of Board and its Powers) Rules, 2014 as
of 31st March 2024 form part of the Notes to the financial statements provided in this
Annual Report.
37. VIGIL MECHANISM/WHISTLE BLOWER POLICY:
Pursuant to Section 177 of the Companies Act, 2013 and the Rules framed there under and
pursuant to the provisions of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 Your Company has adopted a whistle blower policy and has established the
necessary vigil mechanism for directors and employees to facilitate reporting of the
genuine concerns about unethical or improper activity, without fear of retaliation.
The vigil mechanism of your Company provides for adequate safeguards against
victimization of whistle blowers who avail of the mechanism and also provides for direct
access to the Chairman of the Audit Committee in exceptional cases.
The said policy is uploaded on the website of your Company at www.gourmetgateway.co.in.
38. RISK MANAGEMENT POLICY:
Your Company has an elaborated risk Management procedure and adopted systematic
approach to mitigate risk associated with accomplishment of objectives, operations,
revenues and regulations. Your Company believes that this would ensure mitigating steps
proactively and help to achieve stated objectives. The entity's objectives can be viewed
in the context of four categories Strategic, Operations, Reporting and Compliance. The
Risk Management process of the Company focuses on three elements, viz. (1) Risk
Assessment; (2) Risk Management; (3) Risk Monitoring.
Audit Committee has been entrusted with the responsibility to assist the Board in (a)
Overseeing and approving the Company's enterprise wide risk management framework; and (b)
Overseeing that all the risk that the organisation faces. The key risks and mitigating
actions are also placed before the Audit Committee of the Company. Significant audit
observations and follow up actions thereon are reported to the Audit Committee. The
Committee reviews adequacy and effectiveness of the Company's internal control environment
and monitors the implementation of audit recommendations, including those relating to
strengthening of the Company's risk management policies and systems.
39. POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION:
The current policy is to have an appropriate mix of executive, non-executive and
independent directors to maintain the independence of the Board, and separate its
functions of governance and management.
Pursuant to Section 178(3) of the Companies Act 2013, the Nomination and Remuneration
Committee of the Board has framed a policy for selection and appointment of Directors and
senior management personnel, which inter alia includes the criteria for determining
qualifications, positive attributes and independence of a Director(s)/Key Managerial
Personnel and their remuneration. The nomination and remuneration policy is available on
the website of the Company i.e. www.gourmetgateway.co.in.
40. POLICY ON SEXUAL HARASSMENT:
The Company has in place a Policy on Prevention, Prohibition and Redressal of sexual
harassment at the workplace in line with the requirements of the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Your Company has
formed an Internal Complaints Committee (ICC) to redress complaints received regarding
sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered
under this Policy.
During the financial year ended 31st March 2024, the Company has not received any
complaints pertaining to Sexual Harassment.
41. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016 (‘IBC'):
During the financial year under review, neither any application is made by the Company,
nor is any proceeding pending against the Company under Insolvency and Bankruptcy Code,
2016.
42. ANNUAL RETURN:
Pursuant to the provisions of section 92 (3) of the Companies Act, 2013 read with rule
12 of the Companies (Management and Administration) Rules, 2014, Annual return of the
Company is available on the website of the Company at www.gourmetgateway.co.in
43. INVESTOR RELATIONS:
Your Company always endeavors to promptly respond to shareholders' requests/grievances.
Each and every issue raised by the shareholders is taken up with utmost priority and every
effort is made to resolve the same at the earliest. The Stakeholders Relationship
Committee of the Board periodically reviews the status of the redressal of investors'
grievances.
44. COMPLIANCE OF THE SECRETARIAL STANDARDS
The Board confirms that, during the period under review, the Company has complied with
the applicable Secretarial Standards issued by the Institute of Company Secretaries of
India (ICSI) as amended from time to time.
45. GENERAL DISCLOSURE:
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 year under review:
1. Issue of equity shares with differential rights as to dividend, voting or otherwise.
2. Issue of shares (sweat equity shares) to employees of the Company under any scheme.
3. No significant or material orders were passed by the Regulators or Courts or
Tribunals which impact the going concern status and Company operations in future.
4. During the year under review, there are no instances of one-time settlement with any
banks or financial institutions.
5. There was no revision of financial statements and Board's Report of the Company
during the year under review.
46. ACKNOWLEDGEMENT:
The Board of Directors wishes to express its gratitude and record its sincere
appreciation for the commitment and dedicated efforts put in by all the employees. Your
Directors take this opportunity to express their grateful appreciation for the
encouragement, cooperation and support received by the Company from the local authorities,
bankers, clients, suppliers and business associates. The directors are thankful to the
esteemed shareholders for their continued support and the confidence reposed in the
Company and its management.
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