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Gogia Capital Services Ltd.

BSE: 531600 Sector: Financials
NSE: N.A. ISIN Code: INE832C01014
BSE 11:27 | 19 Jan 69.05 3.25
(4.94%)
OPEN

69.05

HIGH

69.05

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69.05

NSE 05:30 | 01 Jan Gogia Capital Services Ltd
OPEN 69.05
PREVIOUS CLOSE 65.80
VOLUME 100
52-Week high 116.95
52-Week low 38.00
P/E 14.18
Mkt Cap.(Rs cr) 44
Buy Price 69.05
Buy Qty 70.00
Sell Price 0.00
Sell Qty 0.00
OPEN 69.05
CLOSE 65.80
VOLUME 100
52-Week high 116.95
52-Week low 38.00
P/E 14.18
Mkt Cap.(Rs cr) 44
Buy Price 69.05
Buy Qty 70.00
Sell Price 0.00
Sell Qty 0.00

Gogia Capital Services Ltd. (GOGIACAPITAL) - Director Report

Company director report

To

The Members

Your Directors are pleased to present their Twenty-Sixth Annual Report of the companyfor the year ended 31.03.2020.

Financial Results

The company's financial performance for the year ended 31.03.2020 is summarized below:(Rs. in Lakhs)

Particulars 2019-20 2018-19
Revenue from Operations 459.69 363.51
Other Income 388.01 229.70
Total Revenue 847.70 593.21
Less: Total Expenses 325.19 350.75
Profit / (Loss) Before Tax and Exception item 522.51 242.46
Less: Current Tax 145.00 67.05
Less: Income Tax adjustments for earlier year 0.00 0.26
Less: Deferred Tax Asset/(Liability) 0.50 1.11
Profit / (Loss) after Tax 377.01 174.44

State of Affairs & Operations

During the financial year 2019-20 the total revenue of the Company stood at Rs. 847.70Lakhs as compare to that of Rs. 593.21 Lakhs in the previous year 2018-19resulting into more that 69.98% more revenue than that of previous year.

The Net Profit after Tax for the financial year 2019-20 stood at Rs. 377.01 Lakhsas against that of Rs. 174.44 Lakhs in previous year 2018-19.

Dividend

Based on the financial results and in order to conserve the resources your Directorsdo not recommend payment of any dividend for the year ended 31.03.2020.

Transfer to Reserves

The Company do not propose to transfer any amount to general reserve for the financialyear ended 31.03.2020.

Management Discussion and Analysis Report

Management Discussion and Analysis as stipulated under the SEBI (Listing Obligationsand

Disclosure Requirements) Regulations 2015 ("Listing Regulations") ispresented in a separate section forming part of this Annual Report. It provides detailsabout the overall industry structure global and domestic economic scenarios anddevelopments in business operations / performance of the Company's business.

Corporate Governance

The report on Corporate Governance as stipulated under regulation 34 of the ListingRegulations forms an integral part of this Report. The requisite certificate from theStatutory Auditors of the Company confirming compliance with the conditions of CorporateGovernance is attached to the report on Corporate Governance.

Change in nature of Business

There is no change in the nature of business of the company during the year.

Directors Responsibility Statement

Pursuant to Section 134(5) of the Companies Act 2013 ("the Act") Directorsof your Company hereby state and confirm that:

a) In the preparation of the annual accounts the applicable accounting standards havebeen followed;

b) The selected accounting policies have been applied consistently and the judgmentsand estimates made are reasonable and prudent so as to give a true and fair view of thestate of affairs of the company at the end of the financial year and of the profit of thecompany for that period;

c) Proper and sufficient care has been taken for the maintenance of adequate accountingrecords in accordance with the provisions of the Act for safeguarding the assets of thecompany and for preventing and detecting fraud and other irregularities;

d) The annual accounts have been prepared on a going concern basis;

e) Internal Financial Controls laid down in the company are adequate and were operatingeffectively;

f) Proper systems have been devised to ensure compliance with the provisions of allapplicable laws and these are adequate and are operating effectively.

Board of Directors and Key Managerial Personnel

Changes in Board of Directors and other Key Managerial Personnel

The required information of the Directors being re-appointed pursuant to theprovisions of the Listing Regulations forms part of the Annual Report.

Your company is in full compliance of Listing Regulations and the Act with regard tothe composition of Board of Directors.

Resignation of Director and Company Secretary

During the year 2019-20 Mr. Kapoor Chand Garg (DIN: 03627645) has resigned from thepost of Directorship with effect from 7th January 2020. Ms. Megha Behal hasresigned from the post of Company Secretary cum Compliance Officer with effect from 7thJanuary 2020.

Retire by rotation

Mr. Jatin (DIN: 07869671) will retire by rotation in the ensuing Annual General Meetingand being eligible offers himself for re-appointment. The Board recommends hisre-appointment as Director.

Key Managerial Personnel

As on date company has following Key Managerial Personnel in compliance with theprovisions of section 203 of the Act.

Mr. Satish Gogia Managing Director

Mr. Jagmohan Singh Negi Chief Financial Officer Ms. Meenakshi Kaushik Company Secretary

Board Meetings

Meetings of the Board of Directors were held during the year. For further detailsplease refer report on Corporate Governance of this Annual Report.

COMMITTEE OF BOARD

The Company's Board has the following mandatory committees: 1) Audit Committee 2)Nomination and Remuneration Committee 3) Stakeholders Relationship Committee

Details of terms of reference of the Committees Committee membership and attendance atmeetings are provided in the Corporate Governance Report which forms part of this AnnualReport.

Audit Committee

As on date the Audit committee comprises of Mrs. Sonica Arora Chairperson Mr. RajeevKapur and Mr. Brijesh Saxena. The Board has accepted all the recommendations made by theAudit Committee from time to time.

The Audit Committee duly met five (5) times during the financial year from 01.04.2019to 31.03.2020. The dates on which the meetings were held are as follows:

May 29 2019 August 14 2019 September 9 2019 November 14 2019 and March February2 2020.

The Chief Financial Officer Statutory Auditors and the Internal Auditors of theCompany are permanent invitees to the meetings of the Audit Committee. Company Secretaryis the Secretary of the Audit Committee.

Declaration of Independent Directors

The Company has three Independent Directors namely Mr. Rajiv Kapur Mrs. Sonica Arora.All the directors are professionally qualified and possess appropriate balance of skillsexpertise and knowledge and are qualified for appointment as Independent Director.

All Independent Directors have given declarations that they meet the criteria ofindependence as laid down under Section 149(6) of the Act and the Listing regulations.

Auditors

i) Statutory Auditors

M/s. Sandeep Kumar Singh & Co. Chartered Accountants (ICAI Registration no.035528N) were appointed as Statutory Auditors of the company from the conclusion of 25thAGM held on 30.09.2019 till the conclusion of 30thAGM to be held in the year2024.

M/s. Sandeep Kumar Singh & Co. Chartered Accountants have confirmed that they arenot disqualified from continuing as Auditors of the Company.

The Audit Report of M/s. Sandeep Kumar Singh & Co. Chartered Accountants on theFinancial Statements of the company for the Financial Year 2019-20 is a part of the AnnualReport. The report does not contain any qualification reservation adverse remark ordisclaimer.

ii) Secretarial Auditors

The Board has appointed M/s. Richa Dhamija and Company Practising Company Secretariesas Secretarial Auditors to conduct an audit of the Secretarial records for the financialyear 2020-21.

The Company has received consent from M/s. Richa Dhamija and Company to act as theSecretarial Auditors for conducting audit of the secretarial records for the financialyear ending 31st March 2020.

The Secretarial Audit Report for the financial year ended 31.03.2020 under the Act readwith rules made thereunder and Regulation 24A of the Listing Regulations (including anystatutory modification(s) or re-enactment(s) thereof for the time being in force) isannexed herewith as Annexure-I to this report.

The Secretarial Audit Report does not contain any qualification reservation or adverseremark.

(iii) Internal Auditors

M/s. Sunil Kulshreshtha & Associates Chartered Accountants were appointed asInternal Auditors for the financial year 2019-20 and their report are reviewed by theAudit committee from time to time.

As per the recommendations of the Audit Committee M/s. Sunil Kulshreshtha &Associates Chartered Accountants were appointed as Internal Auditors of the company forthe financial year 2020-21.

Reporting of Frauds by Auditors

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

Share Capital

The Paid up Equity Share Capital as at 31.03.2020 stood at Rs. 632.11 Lakhs. During theyear under review there was no change in share capital of company.

During the year the company has not issued any share capital with differential votingrights sweat equity or ESOP nor provided any money to the employees or trusts forpurchase of its own shares.

Material changes and commitments

No material changes or commitments have occurred between the end of the financial yearto which the financial statements relate and the date of this report affecting thefinancial position of the Company.

Annual Evaluation of the Board its Committees and Individual Directors

As required under the Act an evaluation of the performance of the IndependentDirectors was carried out by the Board of Directors during the year based on the criterialaid down by the Nomination and Remuneration Committee. On an overall assessment it wasfound that all the Independent Directors have given a good account of themselves. TheBoard concluded that the Independent Directors individually and collectively were wellqualified and their contributions were in the interest of the Company. The Board alsocarried out the performance evaluation of its Committees.

The Independent Directors in a separate meeting held on 15 March 2020 reviewed andevaluated the performance of Non-Independent Directors Board as a whole and theperformance of the Chairman of the Company.

Considering the requirements under the Act the Independent Directors laid down broadareas for evaluation. After detailed discussion it was concluded that the performance ofthe Board collectively and the Directors individually on all counts of evaluation wereappreciable.

The performance of the Chairman and Executive Director was evaluated by IndependentDirectors for leadership and direction to the Company judging as per the parameters of theevaluation criteria and it was noted that their performance was satisfactory. It wasfurther noted that the Chairman took proper initiative in policy decisions making with thesenior executives and Board.

The Members of Nomination and Remuneration Committee evaluated the performance of otherBoard members excluding themselves on the basis of the performance evaluation tools andwere satisfied with overall performance of all the Board members and recommended the Boardfor continuation of the Members of the Board. Based on the recommendation of the Boardthe Committee approved the term of appointment/re-appointment of Independent Directors.

Directors Appointment and Remuneration

Appointment of Directors on the Board of the Company is based on the recommendations ofthe Nomination and Remuneration Committee. The Committee identifies and recommends to theBoard persons for appointment on the Board after considering the necessary and desirablecompetencies.

In case of Independent Directors (IDs) they should fulfill the criteria of Independenceas per the Act in addition to the general criteria stated above.

The Directors of the Company are paid remuneration as per the Remuneration Policy ofthe Company the gist of which is given under the heading `Remuneration Policy' hereinbelow. The details of remuneration paid to the Directors during the year 2019-20 are givenin Form MGT-9.

Remuneration Policy

The Company has a Remuneration Policy relating to remuneration of the Directors seniormanagement including its Key Managerial Personnel (KMP) and other employees of theCompany. The Remuneration Policy is in accordance with Section 178 of the Act and theRules made thereunder. The salient features of the Policy are given below:

? The policy is formulated to identify and ascertain the integrity qualificationexpertise and experience of the person for appointment as Director Key ManagerialPersonnel and Senior Management personnel and recommend to the Board for his / herappointment.

? A person should possess adequate qualification expertise and experience for theposition he/ she is considered for appointment.

? In case of appointment of Independent Director the Committee shall satisfy itselfwith regard to the independent nature of the Director vis--vis the Company so as toenable the Board to discharge its function and duties effectively.

Conservation of Energy Technology Absorption

Since your Company do not have manufacturing activity the provisions of section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules 2014 are notapplicable.

Corporate Social Responsibility (CSR)

The company is not required to constitute Corporate Social Responsibility Committee andalso not required to spend any amount under CSR activity under section 135 of the Act.

Internal Control System and their Adequacy

The Company has adequate system of internal control to safeguard and protect from lossunauthorized use or disposition of its assets. All the transactions are properlyauthorized recorded and reported to the Management. The Company is following all theapplicable Accounting Standards for properly maintaining the books of accounts andreporting financial statements. The Company continues to ensure maintenance of proper andadequate systems and procedures commensurate with its size and nature of its business.

Vigil Mechanism

The Company has established a vigil mechanism and accordingly framed a Whistle BlowerPolicy. The policy enables the employees to report to the management instances ofunethical behavior actual or suspected fraud or violation of Company's Code of Conduct.Further the mechanism adopted by the Company encourages the Whistle Blower to reportgenuine concerns or grievances and provide for adequate safe guards against victimizationof the Whistle Blower who avails of such mechanism and also provides for direct access tothe Chairman of the Audit Committee in exceptional cases. The functioning of vigilmechanism is reviewed by the Audit Committee from time to time. None of the Whistleblowers has been denied access to the Audit Committee of the Board. The Whistle BlowerPolicy of the Company is available on the website of the Company at www.gogiacap.com.

Related Party Transactions

The details of the transactions with related parties during the financial year 2019-20are provided in the accompanying financial statements. Form AOC-2 pursuant to Section 134(3) (h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules 2014 is attachedas

Annexure-II.

Significant Material Orders Passed by Regulators or Courts or Tribunals

No significant orders have been passed by any Regulators Courts or Tribunals impactingthe going concern status and Company's operations in future.

Particulars of Loans Guarantees or Investments

Details of Loans Guarantees and Investments covered under Section 186 of the Act areprovided in the notes to the Financial Statements.

Development and Implementation of a Risk Management Policy

The Company has been addressing various risks impacting the Company. The management isof the belief that the present risk mitigation measures in place are adequate to protectthe company's operations. Major risks identified by the businesses and functions areaddressed through mitigating actions on a continuing basis.

Public Deposit

The Company has not accepted any deposits from Shareholders and public falling withinthe ambit of Section 73 of the Act and rules made there under. There were no depositswhich were claimed and remained unpaid by the Company as on 31.03.2019.

Anti-Sexual Harassment Policy

The Company is not required to implement Anti-Sexual Harassment Policy pursuant to the"Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act2013.

Transfer of amount to Investor Education and Protection Fund

The company did not have any funds lying unpaid or unclaimed for a period of sevenyears. Therefore no funds were required to be transferred to Investor education andProtection Fund.

Secretarial Standards of ICSI

The Company is in compliance with the Secretarial Standards on Meetings of the Board ofDirectors (SS-1) and General Meetings (SS-2) issued by The Institute of CompanySecretaries of India and approved by the Central Government.

Extract of Annual Return

In accordance with Section 134(3) (a) of the Act an extract of annual return in formatMGT-9 for the financial year 2019-20 has been provided on the website of the Companywww.gogiacap.com and also attached with Board report under "Annexure III".

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 its main object.

Personnel

There were no employees who were in receipt of emoluments as mentioned in Rule 5(2) ofthe Companies (Appointment& Remuneration of Managerial Personnel) Rules 2014.

Foreign Exchange Earning and outgo

Used : Nil Earned : Nil

Cost Accounting Records

The Company is not required to maintain the cost accounting records in terms of section148(1) of the Act read with rules made thereunder.

Subsidiaries Joint Ventures and Associate Companies

The Company does not have any Subsidiary Joint venture or Associate Company.

Acknowledgement

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

Your Directors also take this opportunity to place on record the valuable co-operationand support extended by the banks government business associates and the shareholdersfor their continued confidence reposed in the Company and look forward to having the samesupport in all future endeavors.

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