Gogia Capital Growth Ltd

State of Affairs & Operations

During the financial year 2023-24, the total revenue of the Company stood at -Rs.1890.18 Lakhs as compare to that of Rs.468.35 Lakhs in the previous year 2022-23.

The Net loss after Tax for the financial year 2023-24 stood at -Rs.2246.42 Lakhs as compare to the net profit of Rs.68.84 Lakhs in the previous year 2022-23. The company is hopeful to increase its revenue in future.

Dividend

Based on the financial results and in order to conserve the resources, your Directors do not recommend payment of any dividend for the year ended 31.03.2024.

Transfer to Reserves

The Company do not propose to transfer any amount to general reserve for the financial year ended 31.03.2024.

Management Discussion and Analysis Report

Management Discussion and Analysis as stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) is presented in a separate section forming part of this Annual Report. It provides details about the overall industry structure, global and domestic economic scenarios and developments in business operations / performance of the Company's business.

Corporate Governance

The report on Corporate Governance as stipulated under Regulation 34 of the Listing Regulations forms an integral part of this Report. The requisite certificate from the Practicing Company Secretary of the Company confirming compliance with the conditions of Corporate Governance 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 2023-24.

Directors Responsibility Statement

Pursuant to Section 134(5) of the Companies Act, 2013 (“the Act”) Directors of your Company hereby state and confirm that: a) In the preparation of the annual accounts, the applicable accounting standards have been followed;

b) The selected accounting policies have been applied consistently and the judgments and estimates made 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) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

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 operating effectively;

f) Proper systems have been devised to ensure compliance with the provisions of all applicable 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

Your company is in full compliance of Listing Regulations of SEBI (LODR) Regulations, 2015 and the Companies Act, 2013 with regard to the composition of Board of Directors.

Resignation of Director (Mrs. Sonica Arora)

During the year 2023-24, Mrs. Sonica Arora, Independent Director of the Company had resigned from the office of Independent Director of your Company w.e.f. 04^th May, 2023.

Retire by rotation

Mr. Satish Gogia (DIN: 00932987) and Mr. Brijesh Saxena (DIN: 06645560), Directors of the Company, will retire by rotation in the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. The Board recommends their re-appointment as Director.

Key Managerial Personnel

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

Mr. Satish Gogia- Managing Director Ms. Bharti Rana Chief Financial Officer

Ms. Bharti Rana Company Secretary cum Compliance Officer

Board Meetings

Meetings of the Board of Directors were held during the year. For further details, please refer report on Corporate Governance attached to 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 at meetings are provided in the Corporate Governance Report, which forms part of this Annual Report.

Audit Committee

As on March 31, 2024, the Audit Committee comprises of Mrs. Sonica Arora, Chairperson (Independent Director), Mr. Rajeev Kapur (Independent Director) and Mr. Brijesh Saxena (Executive Director). The Board has accepted all the recommendations made by the Audit Committee from time to time.

The Audit Committee duly met Seven (7) times during the financial year from 01.04.2023 to 31.03.2024. The dates on which the meetings were held are as follows:

04.05.2023, 26.06.2023, 05.07.2023, 31.07.2023, 10.11.2023, 14.02.2024 and 30.03.2024.

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

Declaration of Independent Directors as on March 31^st, 2024

The Company has two (2) Independent Directors namely Mr. Rajiv Kapur and Mrs. Aarti Tanwar. All the directors are professionally qualified and possess appropriate balance of skills, expertise and knowledge and are qualified for appointment as Independent Director.

All Independent Directors have given declarations that they meet the criteria of independence 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 25^th AGM held on 30.09.2019 till the conclusion of 30^thAGM to be held in the year 2024.

M/s. Sandeep Kumar Singh & Co., Chartered Accountants have confirmed that they are not disqualified from continuing as Auditors of the Company.

The Audit Report of M/s. Sandeep Kumar Singh & Co., Chartered Accountants on the Financial Statements of the company for the Financial Year 2023-24 is a part of the Annual Report. The report does not contain any qualification, reservation, adverse remark or disclaimer.

ii) Secretarial Auditors

The Board has appointed M/s. Arpit Garg & Associates, Practising Company Secretaries as Secretarial Auditors to conduct an audit of the Secretarial records for the financial year 2023-24.

The Company has received consent from M/s. Arpit Garg and Associates, to act as the Secretarial Auditors for conducting audit of the secretarial records for the financial year ended 31st March, 2024.

The Secretarial Audit Report for the financial year ended 31.03.2024 under the Act read with rules made thereunder and Regulation 24A of the Listing Regulations (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) is annexed herewith as Annexure-I to this report.

(iii) Internal Auditors

M/s. Sunil Kulshreshtha & Associates, Chartered Accountants were appointed as Internal Auditors for the financial year 2021-22 and their report are reviewed by the Audit Committee from time to time.

As per the recommendations of the Audit Committee, M/s. Sunil Kulshreshtha & Associates, Chartered Accountants are appointed as Internal Auditors of the company for the financial year 2023-24.

Reporting of Frauds by Auditors

The Auditors of the Company have not reported any fraud as specified under Section 143(12) of the Act.

Share Capital

The Paid up Equity Share Capital as at 31.03.2024 stood at Rs. 632.11 Lakhs. During the year under review, there was no change in share capital of company.

During the year, the company has not issued any share capital with differential voting rights, sweat equity or ESOP nor provided any money to the employees or trusts for purchase of its own shares.

Material changes and commitments

No material changes or commitments have occurred between the end of the financial year to which the financial statements relate and the date of this report, affecting the financial 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 Independent Directors was carried out by the Board of Directors during the year, based on the criteria laid down by the Nomination and Remuneration Committee. On an overall assessment, it was found that all the Independent Directors have given a good account of themselves. The Board concluded that the Independent Directors individually and collectively were well qualified and their contributions were in the interest of the Company. The Board also carried out the performance evaluation of its Committees.

The Independent Directors in a separate meeting held on 30^th March, 2024 reviewed and evaluated the performance of Non-Independent Directors, Board as a whole and the performance of the Chairman of the Company.

Considering the requirements under the Act, the Independent Directors laid down broad areas for evaluation. After detailed discussion, it was concluded that the performance of the Board collectively and the Directors individually on all counts of evaluation were appreciable.

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

The Members of Nomination and Remuneration Committee evaluated the performance of other Board members excluding themselves on the basis of the performance evaluation tools and were satisfied with overall performance of all the Board members and recommended the Board for continuation of the Members of the Board. Based on the recommendation of the Board, the 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 of the Nomination and Remuneration Committee. The Committee identifies and recommends to the Board, persons for appointment on the Board, after considering the necessary and desirable competencies.

In case of Independent Directors (IDs) they should fulfil the criteria of Independence as per the Act, in addition to the general criteria stated above.

The Directors of the Company are paid remuneration as per the Remuneration Policy of the Company, the gist of which is given under the heading Remuneration Policy' herein below.

Remuneration Policy

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

The policy is formulated to identify and ascertain the integrity, qualification, expertise and experience of the person for appointment as Director, Key Managerial Personnel and Senior Management Personnel and recommend to the Board for his / her appointment.

A person should possess adequate qualification, expertise and experience for the position he/ she is considered for appointment.

In case of appointment of Independent Director, the Committee shall satisfy itself with regard to the independent nature of the Director vis-a-vis the Company so as to enable 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 not applicable.

Corporate Social Responsibility (CSR)

The provisions of Section 135 of the Companies Act 2013 are not applicable on your Company.

Internal Control System and their Adequacy

The Company has adequate system of internal control to safeguard and protect from loss, unauthorized use or disposition of its assets. All the transactions are properly authorized, recorded and reported to the Management. The Company is following all the applicable Accounting Standards for properly maintaining the books of accounts and reporting financial statements. The Company continues to ensure maintenance of proper and adequate 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 Blower Policy. The policy enables the employees to report to the management instances of unethical behaviour, actual or suspected fraud or violation of Company's Code of Conduct. Further the mechanism adopted by the Company encourages the Whistle Blower to report genuine concerns or grievances and provide for adequate safe guards against victimization of the Whistle Blower who avails of such mechanism and also provides for direct access to the Chairman of the Audit Committee, in exceptional cases. The functioning of vigil mechanism is reviewed by the Audit Committee from time to time. None of the Whistle blowers has been denied access to the Audit Committee of the Board. The Whistle Blower Policy of the Company is available on the website of the Company at www.gogiacap.com.

Related Party Transactions

There were no related parties' transactions during the financial year 2023-24. Also, are provided in the accompanying financial statements as NIL. Form AOC-2 pursuant to Section 134 (3) (h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is attached as Annexure-II.

Significant Material Orders Passed by Regulators or Courts or Tribunals

No significant orders have been passed by any Regulators, Courts or Tribunals impacting the 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 are provided in the notes to the Financial Statements. Also, company has not provided any Loan, Guarantee and made any investment which exceeds the limit as prescribed under The Companies, Act, 2013.

Development and Implementation of a Risk Management Policy

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

Public Deposit

The Company has not accepted any deposits from Shareholders and public falling within the ambit of Section 73 of the Act and rules made there under. There were no deposits, which were claimed and remained unpaid by the Company as on 31.03.2024.

Anti-Sexual Harassment Policy

Your Company is committed to provide and promote a safe, healthy and congenial atmosphere irrespective of gender, caste, creed or social class of the employees. During the year under review, there was no case filed pursuant to the sexual harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013.

Transfer of amount to Investor Education and Protection Fund

The company did not have any funds lying unpaid or unclaimed for a period of seven years as Company has not declared Dividends in last seven (7) years. Therefore, no funds were required to be transferred to Investor education and Protection Fund.

Secretarial Standards of ICSI

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

Personnel

There were no employees who were in receipt of emoluments as mentioned in Rule 5(2) of the 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 section 148(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 significant contributions made by the employees at all levels through their dedication, hard work and commitment, 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-operation and support extended by the banks, government, business associates and the shareholders for their continued confidence reposed in the Company and look forward to having the same support in all future endeavours.