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Gala Global Products Ltd.

BSE: 539228 Sector: Services
NSE: N.A. ISIN Code: INE480S01026
BSE 00:00 | 27 Jan 9.99 -0.20
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NSE 05:30 | 01 Jan Gala Global Products Ltd
OPEN 9.99
PREVIOUS CLOSE 10.19
VOLUME 50473
52-Week high 104.00
52-Week low 9.99
P/E 28.54
Mkt Cap.(Rs cr) 55
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 9.99
CLOSE 10.19
VOLUME 50473
52-Week high 104.00
52-Week low 9.99
P/E 28.54
Mkt Cap.(Rs cr) 55
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Gala Global Products Ltd. (GALAGLOBAL) - Director Report

Company director report

To the Members(s)

The Board of Directors hereby submits the report of the business and operations of GalaGlobal Products Limited ("the Company") along with the audited financialstatements for the financial year ended March 31 2021.

Financial Results: (Amount In Rs.)

Particulars

Standalone

F.Y. 2020-21 F.Y. 2019-20
Revenue from operations 1048228359 999106419
Other Income 2122687 6994228
Total Income 1050351046 1006100647
Operating expenditure before Finance cost depreciation and amortization 1001657938 952085560
Earnings before Finance cost depreciation and amortization (EBITDA) 48693108 54015087
Less: Finance costs 9150644 19239244
Depreciation and amortization expense 6751871 10423813
Profit before tax 32790593 24352030
Less: Tax expense 9576640 4656653
Profit for the year (PAT) 23213953 19695377

YEAR AT A GLANCE Financial Performance:

The total income of the Company for the year ended March 31 2021 was Rs. 1050351046 asagainst the total income of Rs. 1006100647 for the previous year ended March 31 2020.

The Company has earned a Net Profit after Tax of Rs. 23213953 for the year under reviewas compared to Net Profit of Rs. 19695377 in the previous year.

Dividend

With a view to conserve the resources of company for future growth the Board ofDirectors do not recommend any Dividend for the Financial Year 2020-21 (Previous YearNil).

Pursuant to the provisions of Sections 124 and 125 of the Act there is no amount ofDividend remaining unclaimed / unpaid for a period of 7 (seven) years and/or unclaimedEquity Shares which are required to be transferred to the Investor Education andProtection Fund (IEPF). Amount transferred to reserve

During the year the Company has not apportioned any amount to other reserve. Theprofit earned during the year has been carried to the balance sheet of the Company.

Change in Nature of Business

During the year your Company has not changed its business or object and continues tobe in the same line of business as per main object of the Company.

SHARE CAPITAL:

Authorized Capital

The authorized share capital of the company at the end of the financial year isRs.303000000/- divided into 60600000 equity shares of Rs.5 each.

Issued Subscribed & Paid-up Capital

The present Issue Subscribed & Paid-up Capital of the Company is Rs.272940415/- divided into 54588083 equity shares of Rs. 5 each. BOARD OF DIRECTORSAND KEY MANAGERIAL PERSONNEL Constitution of Board

The Constitution of the Board of Directors and other disclosure related to the Board ofDirectors are given in the Report on Corporate Governance.

Board Meeting

Regular meetings of the Board are held at least once in a quarter inter-alia toreview the quarterly results of the Company. Additional Board meetings are convened asand when required to discuss and decide on various business policies strategies andother businesses. The Board meetings are generally held at registered office of theCompany or through audio visual means.

During the year under review Board of Directors of the Company met 5 (Five) times viz27th June2020 14th August2020 11th November20205th December2020 and 12 thFebruary2021.

The details of attendance of each Director at the Board Meetings and Annual GeneralMeeting are given in the Report on Corporate Governance.

Independent Directors

In terms of Section 149 of the Companies Act 2013 and rules made there under andListing Regulations the Company has four NonPromoter Non-Executive Independent Directors.In the opinion of the Board of Directors all four Independent Directors of the Companymeet all the criteria mandated by Section 149 of the Companies Act 2013 and rules madethere under and Listing Regulations and they are Independent of Management. A separatemeeting of Independent Directors was held on 9th March 2021 to review the performance ofNonIndependent Directors and Board as whole and performance of Chairperson of the Companyincluding assessment of quality quantity and timeliness of flow of information betweenCompany management and Board that is necessary for the board of directors to effectivelyand reasonably perform their duties.

The terms and conditions of appointment of Independent Directors and Code forIndependent Director are incorporated on the website of the Company atwww.galaglobalhub.com

The Company has received a declaration from the Independent Directors of the Companyunder Section 149(7) of Companies Act 2013 and 16(1)(b) of Listing Regulations confirmingthat they meet criteria of Independence as per relevant provisions of Companies Act 2013for financial year 2020-2021. The Board of Directors of the Company has taken on recordthe said declarations and confirmation as submitted by the Independent Directors afterundertaking due assessment of the veracity of the same. In the opinion of the Board theyfulfill the conditions for re-appointment as Independent Directors and are independent ofthe Management.

None of Independent Directors have resigned during the year.

Information on Directorate

In accordance with the provisions of the Articles of Association and Section 152 of theCompanies Act 2013 Mr. Vishal Gala(DIN: 00692090) Executive Director of the Companyretires by rotation at the ensuing annual general meeting. He being eligible has offeredhimself for re-appointment as such and seeks re-appointment. The Board of Directorsrecommends his re-appointment on the Board.

The relevant details as required under Regulation 36 (3) of SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 ("SEBI Listing Regulations") andSecretarial Standards-II issued by ICSI of the person seeking re-appointment as Directorand revision in Remuneration is annexed to the Notice convening the eleventh annualgeneral meeting.

Key Managerial Personnel

In accordance with Section 203 of the Companies Act 2013 the Company has Ms. AvanibenNirav Shah who is acting as Chairman and Managing Director of the Company and ChiefFinancial Officer of the Company and Mr. Parth Joshi who is acting as a Company Secretaryof the company.

Performance Evaluation

In terms of the requirement of the Act and the Listing Regulations an annualperformance evaluation of the Board is undertaken where the Board formally assesses itsown performance with the aim to improve the effectiveness of the Board and the Committees.During the year under review the Board has carried out an annual evaluation of its ownperformance performance of the Directors as well as the evaluation of the working of itsCommittees. The exercise was led by the Chairman of the NRC along with the Chairman ofBoard.

The NRC has defined the evaluation criteria procedure and time schedule for thePerformance Evaluation process for the Board its Committees and Directors. The criteriafor Evaluation of Board Individual Directors and Committees include inter alia thefollowing:

Board Evaluation Evaluation of Individual Directors Committee Evaluation
• Board Structure - qualifications experience and competencies • Professional qualifications and experience • Mandate and composition • Effectiveness of the Committee
• Board Diversity • Knowledge skills and competencies • Structure of the Committee
• Meetings - regularity frequency agenda discussion and recording of minutes • Fulfillment of functions ability to function as a team • Attendance • Meetings - regularity frequency agenda discussion and dissent recording of minutes
• Functions - strategy governance compliances evaluation of risks stakeholder value and responsibility conflict of interest • Commitment contribution integrity and independence • In addition to the above the Chairman of the Board Meetings is also evaluated on key aspects of his role including effectiveness of leadership and ability to steer Meetings impartiality and ability to keep shareholders' interests in mind • Independence of the Committee from the B oard and contribution to decisions of the Board
• Independence of management from the Board access of Board and management to each other

Directors' Responsibility Statement

Pursuant to section 134(5) of the Companies Act 2013 the board of directors to thebest of their knowledge and ability confirm that:

a) In preparation of annual accounts for the year ended March 31 2021 the applicableaccounting standards have been followed and that no material departures have been madefrom the same;

b) The Directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit or loss of the Company for that year;

c) The Directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

d) The Directors had prepared the annual accounts for the year ended March 31 2021ongoing concern basis.

e) The Directors had laid down the internal financial controls to be followed by theCompany and that such Internal Financial Controls are adequate and were operatingeffectively; and

f) The Directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.

COMMITTEES OF BOARD

The Board of Directors in line with the requirement of the act has formed variouscommittees details of which are given hereunder.

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholder's Relationship Committee

The composition of each of the above Committees their respective role andresponsibility are detailed in the Report on Corporate Governance annexed to this Report.

Audit Committee

The Company has formed Audit Committee in line with the provisions Section 177 of theCompanies Act 2013 and Regulation 18 of the Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015.

As at March 31 2021 the Audit Committee comprised Maulikkumar RajulkumarShah(Non-Executive - Independent Director) as Chairman and Smit N Champaneri(Non-Executive - Independent Director) and Vishal Mulchandbhai Gala (Executive Director)as Members. Recommendations of Audit Committee wherever/whenever given have beenaccepted by the Board of Directors.

Vigil Mechanism

The Company has established a vigil mechanism for directors and employees to reportconcerns about unethical behavior actual or suspected fraud or violation of the Company'sCode of Conduct or ethic policy. The said mechanism also provides for adequate safeguardsagainst victimization of director(s)/Employee(s) who avail of the mechanism and alsoprovide for direct access to the Chairman of the Audit Committee in exceptional cases. Thedetails of establishment of such mechanism has been disclosed in the Board's Report.Further the Policy on Vigil Mechanism is available on the website of the Company atwww.galaglobalhub.com.

Nomination and Remuneration Policy

Nomination and Remuneration Policy in the Company is designed to create a highperformance culture. It enables the Company to attract motivated and retained manpower incompetitive market and to harmonize the aspirations of human resources consistent withthe goals of the Company. The Company pays remuneration by way of salary to its ExecutiveDirectors and Key Managerial Personnel. Annual increments are decided by the Nominationand Remuneration Committee within the salary scale approved by the members and areeffective from April 1 of each year.

The Nomination and Remuneration Policy as adopted by the Board of Directors is placedon the website of the Company.

Remuneration of Directors

The details of remuneration/sitting fees paid during the financial year 2020-21 toExecutive Directors/Directors of the Company is provided in Form MGT-7 and Report onCorporate Governance which are the part of this report.

INFORMATION ON SUBSIDIARY ASSOCIATE AND JOINT VENTURE COMPANIES

The Company does not have any Subsidiaries Associate Companies and Joint Ventures ason March 31 2021 hence In accordance with Section 129(3) of the Companies Act 2013 astatement containing salient features of the financial statements of the subsidiarycompanies in Form AOC-1 is not required to be annexed to this Report.

PUBLIC DEPOSITS

The Company has not accepted any deposits from Shareholders and Public falling withinthe ambit of Section 73 of the Companies Act 2013 and rules made there under. There wereno deposits which were claimed and remained unpaid by the Company as on March 31 2021.PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS

Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 are given in the notes to the Financial Statement for theyear ended on March 31 2021.

ANNUALRETURN

The Annual Return of the company in Form MGT 7 as on March 312021 is available on thecompany's website and can be accessed at www.galaglobalhub. com.

TRANSACTIONS WITH RELATED PARTIES

All Related Party Transactions are placed before the Audit Committee for review andapproval. Prior omnibus approval is obtained for Related Party Transactions on a quarterlybasis for transactions which are of repetitive nature and/or entered in the OrdinaryCourse of Business and are at Arm's Length. All Related Party Transactions are subjectedto independent review by a reputed accounting firm to establish compliance with therequirements of Related Party Transactions under the Companies Act 2013 and ListingRegulations. There was no contracts arrangements or transactions which was executed notin ordinary course of business and/or at arm's length basis. Further there were norelated party transactions with the Company's Promoters Directors Management or theirrelatives which could have had a potential conflict with the interests of the Company.

All Related Party Transactions entered during the year were in Ordinary Course of theBusiness and at Arm's Length basis. No Material Related Party Transactions i.e.transactions exceeding 10% of the annual consolidated turnover as per the last auditedfinancial statement were entered during the year by your Company. Accordingly thedisclosure of Related Party Transactions as required under Section 134(3)(h) of theCompanies Act 2013 in Form AOC-2 is not applicable.

Members may refer to the notes to the accounts for details of related partytransactions entered as per Indian Accounting Standard - 24. The Board of Directors of theCompany has on the recommendation of the Audit Committee adopted a policy to regulatetransactions between the Company and its Related Parties in compliance with theapplicable provisions of the Companies Act 2013 the Rules thereunder and the SEBI LODRRegulations.

In line with the requirements of the Companies Act 2013 and the Listing Regulationsyour Company has formulated a Policy on Related Party Transactions. The Policy onMateriality of and dealing with Related Party Transactions as approved by the Board isuploaded on the Company's website www.galaglobalhub.com.The Policy intends to ensure thatproper reporting approval and disclosure processes are in place for all transactionsbetween the Company and Related Parties.

INTERNAL FINANCIAL CONTROL (IFC) SYSTEMS AND THEIR ADEQUACY

Though the various risks associated with the business cannot be eliminated completelyall efforts are made to minimize the impact of such risks on the operations of theCompany. Necessary internal control systems are also put in place by the Company onvarious activities across the board to ensure that business operations are directedtowards attaining the stated organizational objectives with optimum utilization of theresources. Apart from these internal control procedures a well-defined and establishedsystem of internal audit is in operation to independently review and strengthen thesecontrol measures which is carried out by a reputed firm of Chartered Accountants. Theaudit is based on an internal audit plan which is reviewed each year in consultation withthe statutory auditor of the Company and the audit committee. The conduct of internalaudit is oriented towards the review of internal controls and risks in its operations.

M/s. Shah Karia & Associates Chartered Accountants (FRN:131546W) the statutoryauditors of the Company has audited the financial statements included in this annualreport and has issued an report annexed as an Annexure B to the Audit Report of theCompany on our internal control over financial reporting (as defined in section 143 ofCompanies Act 2013).

The audit committee reviews reports submitted by the management and audit reportssubmitted by internal auditors and statutory auditor. Suggestions for improvement areconsidered and the audit committee follows up on corrective action. The audit committeealso meets the statutory auditors of the Company to ascertain inter alia their views onthe adequacy of internal control systems and keeps the board of directors informed of itsmajor-observations periodically. Based on its evaluation (as defined in section 177 ofCompanies Act 2013) our audit committee has concluded that as of 31st March2021 our internal financial controls were adequate and operating effectively.

MATERIAL CHANGES AND COMMITMENT

There are no material changes and commitments affecting the financial position of theCompany have occurred between the ends of financial year of the Company i.e. 31stMarch 2021 to the date of this Report.

PARTICULAR OF EMPLOYEES

The ratio of the remuneration of each director to the median of employees' remunerationas per 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 annexed to thisReport as Annexure - A.

The statement containing top ten employees in terms of remuneration drawn and theparticulars of employees as required under Section 197(12) of the Act read with Rule 5(2)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 isprovided in a separate annexure forming part of this report. Further the report and theaccounts are being sent to members excluding this annexure. In terms of Section 136 of theAct the said annexure will be for inspection. Any shareholder interested in obtaining acopy of the same may write to Company Secretary.

SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

To foster a positive workplace environment free from harassment of any nature we haveinstitutionalized the Anti-Sexual Harassment Initiative (ASHI) framework through which weaddress complaints of sexual harassment at the all workplaces of the Company. Our policyassures discretion and guarantees non-retaliation to complainants. We follow agender-neutral approach in handling complaints of sexual harassment and we are compliantwith the law of the land where we operate. The Company has setup an Internal ComplaintsCommittee (ICC) for redressal of Complaints.

During the financial year 2020-2021 the Company has received Nil complaints on sexualharassment out of which Nil complaints have been disposed off and Nil complaints remainedpending as of March 31 2021.

RISK MANAGEMENT

Business risk evaluation and management is an ongoing process within the Company.During the year under review the Management reviewed the risk management and minimizationprocedure adopted by the Company covering the business operations of the Company.

ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

A. Conservation of energy -

i. ) The steps taken or impact on conservation of energy: Company ensures that theoperations are conducted in the manner whereby optimum utilization and maximum possiblesavings of energy is achieved.

ii. ) The steps taken by the Company for utilizing alternate sources of energy: Noalternate source has been adopted.

iii. ) The capital investment on energy conservation equipment: No specific investmenthas been made in reduction in energy consumption.

B. Technology absorption -

i. ) The effort made towards technology absorption: Not Applicable.

ii. ) The benefit derived like product improvement cost reduction product developmentor import substitution: Not Applicable

iii. ) in case of imported technology (imported during the last three years reckonedfrom the beginning of the financial year) -

a. The details of technology imported: Nil.

b. The year of import: Not Applicable.

c. Whether the technology has been fully absorbed: Not Applicable.

d. If not fully absorbed areas where absorption has not taken place and the reasonsthereof: Not Applicable.

iv. ) The expenditure incurred on Research and Development: Nil

C. Foreign Exchange Earnings & Expenditure:

i. ) Details of Foreign Exchange Earnings: Nil

ii. ) Details of Foreign Exchange Expenditure: Nil Corporate Social Responsibility

Pursuant to Section 135 of Companies Act 2013 the Company does not require toconstitute Corporate Social Responsibility Committee ("the CSR Committee") .

CORPORATE GOVERNANCE

Your Company strives to incorporate the appropriate standards for corporate governance.As stipulated in Schedule V of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 Report on Corporate Governance and Certificate of the PracticingCompany Secretary with regards to compliance with the conditions of Corporate Governanceis annexed to the Board's Report as Annexure - B. MANAGEMENT DISCUSSION AND ANALYSISREPORT

Management Discussion and Analysis Report for the year under review as stipulatedunder Schedule V of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 is presented in a separate section forming part of this Annual Report.

STATUTORY AUDITOR AND THEIR REPORT

M/s. Shah Karia & Associates Chartered Accountants (FRN:131546W) were appointed asStatutory Auditors of your Company at the 9th Annual General Meeting for a term of fiveconsecutive years till conclusion of 14th Annual General Meeting.

The Report given by the Auditors on the financial statement of the Company is part ofthis Annual Report. There has been no qualification reservation adverse remark ordisclaimer given by the Auditors in their Report.

Disclosure of Total fees paid to Statutory Auditor on a consolidated basis

Total Fees for all services paid by the company to statutory auditors of the companyduring the year ended 31st March2021 is Rs.110000. REPORTING OF FRAUD

The Auditors of the Company have not reported any fraud as specified under Section143(12) of the Companies Act 2013.

MAINTENANCE OF COST RECORD

Since the company is not falling under prescribed class of Companies our Company isnot required to maintain cost record.

SECRETARIAL AUDITOR AND THIEIR REPORT

The Company has appointed KGS And Company Practicing Company Secretary to conduct thesecretarial audit of the Company for the financial year 2020-21 as required under Section204 of the Companies Act 2013 and Rules thereunder. The Secretarial Audit Report for thefinancial year 2020-21 is annexed to this report as an Annexure - C.

COMPLIANCE WITH THE PROVISIONS OF SECRETARIAL STANDARD 1 AND SECRETARIAL STANDARD 2

The applicable Secretarial Standards i.e. SS-1 and SS-2 relating to 'Meetings of theBoard of Directors' and 'General Meetings' respectively have been duly complied by yourCompany.

GENERAL DISCLOSURE

Your Directors state that the Company has made disclosures in this report for the itemsprescribed in section 134 (3) of the Act and Rule 8 of The Companies (Accounts) Rules2014 and other applicable provisions of the act and listing regulations to the extent thetransactions took place on those items during the year. Your Directors further state thatno disclosure or reporting is required in respect of the following items as there were notransactions on these items during the year under review or they are not applicable to theCompany;

(i) Details relating to deposits covered under Chapter V of the Act;

(ii) Issue of Equity Shares with differential rights as to dividend voting orotherwise;

(iii) Issue of shares (including sweat equity shares) to employees of the Company underany scheme save and ESOS;

(iv) There is no revision in the Board Report or Financial Statement;

(v) No significant or material orders were passed by the Regulators or Courts orTribunals which impact the going concern status and Company's operations in future;

APPRECIATIONS AND ACKNOWLEDGEMENT

Your Directors wish to place on record their sincere appreciation for significantcontributions made by the employees at all levels through their dedication hard work andcommitment during the year under review.

The Board places on record its appreciation for the support and co-operation yourCompany has been receiving from its suppliers distributors retailers business partnersand others associated with it as its trading partners. Your Company looks upon them aspartners in its progress and has shared with them the rewards of growth. It will be yourCompany's endeavour to build and nurture strong links with the trade based on mutuality ofbenefits respect for and co-operation with each other consistent with consumerinterests.

Your Directors also take this opportunity to thank all Shareholders Clients VendorsBanks Government and Regulatory Authorities and Stock Exchanges for their continuedsupport.

Registered office: For and on behalf of Board of Directors
B-1 LAXMI COM. CO.OP. ESTATE B/H OLD GALA GLOBAL PRODUCTS LIMITED
NAVNEET PRESS SUKHRAMNAGAR AHMEDABAD GJ 380021 CIN: L22219GJ2010PLC063243
Vishal Mulchandbhai Gala Avani Nirav Shah
Date: 07/09/2021 Director Managing Director
Place: Ahmedabad DIN 00692090 DIN 00611413

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