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Galaxy Commercial Ltd.

BSE: 539909 Sector: Financials
NSE: N.A. ISIN Code: INE515K01018
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Galaxy Commercial Ltd. (GALAXYCOMMERCIA) - Director Report

Company director report

To

The Members

Galaxy Commercial Limited

The Directors have pleasure in presenting before you the 31st AnnualReport on the business and operations of the Company along with the Audited FinancialStatement for the financial year ended 31st March 2016.

FJ.NANCIALHIGHUMTS:

Financial Results of the Company for the year under review along with the figures forprevious year are as follows:

(in INR)
Particulars 31st March 2016 31st March 2015
Profit/(Loss) before tax 3944700.00 7591713.00
Less: Provision for Taxation
Current Tax 751663.00 647741.00
Earlier Year Tax 0.00 0.00
MAT Credit availed 342467.00
Deferred Tax (191935.00) (355025.00 )
Profit/(Loss) after tax 3003700.00 7298997.00
Surplus available for appropriation 3042505.00 7298997.00
Less: Appropriation - -
Transfer to Reserve Fund u/s 45IC of RBI (608501.00) (1459799.00)
Depreciation Adjustment as per new Companies Act 2013 (318971.00)
Surplus Carried to Balance Sheet 2434004.00 5520226.00

OPERATIONAL PERFORMANXEj

During the financial year 2015-16 the Company has recorded total revenue of8867548/-. The Company has earned net profit of 3042505/- during the year as comparedto profit 7298997/ - in the last year. The Directors are optimistic about futureperformance of the Company.

IBMSFJGBLIQJSJAJIITI}JSY.RGSBKES

During the year under review Company has transferred 608501/- to the Reserves Fundfrom the profits of the Company in accordance with the provision of Section 45IC ofthe Reserve Bank of India.

RBI.GUIDELINES:

The Company continues to fulfill all the norms and standards laid down by the ReserveBank of India for the Non-Banking Financial Company.

NBFC REGISTRATION:

The company has been registered with Reserve Bank of India as Non-Banking FinanceCompany Vide Registration No. 14.00670 dated 21st April 1998.

SUBSIDIARIES JOINT VENTURES AND ASSO Cl ATE COMPANIES

The Company does not have any Subsidiary or Associate Company during the year underreview. The Company has one joint venture with Kartikay Peruvian Mining Company S.A.C.

As the company kept the profits for investment in better projects it regret not torecommend any dividend. But the directors are hopeful better result in ensuring future.

The company has in place well defined and adequate internal controls commensurate withthe size of the company and same were operating throughout the year. The company hasin-house internal audit functions.

NO OF BOARD MEEXINGS HELD :

The Board of Directors duly meets 13 times during the financial year from 1stApril 2014 to 31st March 2015. The dates on which meetings were held are asfollows:

01st April 2015 22nd April 2015 11th May 2015 18thMay 2015 29th May 2015 30th May 2015 01st June 201504thJune 2015 25th June 201530th June 201514th July 201515th July 2015 20th July 201503rd August 2015 04thAugust 2015 12th August 201513th August 201518thAugust 2015 25th August 201528th August 2015 30thSeptember 2015 16th October 2015 14th November 2015 18thNovember 2015 20th November 2015 12th January 2016 12thFebruary 2016 and 21st March 2016.

BOARD OF DIRECTORS:

A. Directors retiring by rotation:

Mr. Dharmender Singhal director of the Company is liable to retire by rotation atthe ensuing Annual General Meeting and being eligible offer himself for re-appointment.The Board of Directors recommends their re-appointment.

B. Declaration by independent directors:

The Independent directors have submitted their disclosure to the Board that theyfulfill all the requirements as to qualify for their appointment as an IndependentDirector under the provisions of the Companies Act 2013 and regulation 16 of the ListingRegulations are annexed herewith to this report marked as Annexure-I.

BOARD EVALUATION:

Pursuant to the provisions of the Companies Act 2013 and the Listing Regulations theBoard has carried out an annual performance evaluation of its own performance thedirectors individually as well as the evaluation of the working of its Audit Nomination& Remuneration Committee and Risk Management Committee.

DETAILS OTESTABUSHMENTOF.V MECHANISM:

In pursuant to the provision of section 177 (9) & (10) of the Companies Act 2013The Company has formulated a Whistle Blower Policy to establish a vigil mechanism forDirectors and employees of the Company to report concerns about unethical behavior actualor suspected fraud or violation of the company's code of conduct or ethics policy. TheWhistle Blower Policy is available on the website of the Company

MNMARAGmiAJLSESSOmELi

The following employees were designated as whole-time key managerial personnel by theBoard of Directors during the year under review:

(i) Mr. Dharmender Singhal CFO

(ii) Mr. Yash Gupta Company Secretary

(iii) Mr. Kapil Singhal CEO

COMPANY.SECRETARY:

Mr. Yash Gupta an Associate member of the ICSI Delhi has been appointed by theBoard of Directors as Company Secretary of the Company with effect from 22thMarch 2015.

DEPOSITS:

During the year the Company has not invited/accepted any deposits under Companies Act2013.

N O N-.MN KIN G.. FINANCIAL... CO M PAN IES.. AUDIT ORS RE PORT ^RB I)D IRECT10NSj.1998:

Pursuant to the Non-Banking Financial Companies Auditor's Report (Reserves Bank)directions 1998 a report from the Statutory Auditors to the board of directors has beenreceived by your company. This report has certified that the company has complied with allthe directions and prudential norms as prescribed under the RBI act 1934.

DIRECTORS’ RESPONSIBLITY STATEMENT:

In accordance with the provision of section 134(5) of the Companies Act 2013 the Boardconfirms and submits the Director's Responsibility Statement:

• in the preparation of the Annual Accounts the applicable Accounting Standardshave been followed;

• The Directors had selected such accounting policies and applied themconsistently and made judgments and estimates that were reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the profit of the Company for the year under review;

• The Directors have taken proper & sufficient care of the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for prevention & detecting fraud &other irregularities;

• The Directors have prepared the accounts for the financial year ended 31stMarch 2015 on a going concern basis.

• The directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively.

• The directors had devised proper system to ensure compliance with the provisionof all applicable laws and that such systems were adequate and operating effectively.

CORPORATE GOVERNANCE:

As per the Listing Regulations the company has not required to comply with theCorporate Governance requirements as specified in the Securities and Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations 2015.

DEMAT RIALISATION OF SHARES:

The Company has connectivity with NSDL & CDSL for dematerialization of its equityshares. The ISIN No. INE515K01018 has been allotted for the Company. Therefore theinvestors may keep their shareholding in the electronic mode with their DepositoryParticipates.

78% (Approx.) of the Company's Paid-up Share Capital is in dematerialized form ason 31st March 2016 and balance 22% (approx.) is in physical form.

LISTING OF SHARES

The company had received the In-principle approval as on dated 23rd May 2016 videletter no DCS/ DL/AP/IP/102/2016-17 from the Bombay Stock Exchange Limited (BSE).

The shares of the Company i.e. 1212500/- Equity Shares of Rs. 10/- each are listed onBombay Stock Exchange Limited (BSE) from 08th day of Tune. 2016vide letter no DCS/DL/AP/TP/129/2016-2017.

The Abstract of the Annual Return for the financial year 2015-16 is being attached withthe Directors report in Form No. MGT-9 marked as Annexure-III.

AUDITORS:

A. Secretarial auditor:

The Company has appointed M/s Rachit Malhotra & Associates having C.P. No. 14809 tohold the office of the Secretarial Auditors and to conduct the Secretarial Audit and theSecretarial Audit Report is annexed herewith marked as Annexure II to this reportin Form No MR-3.

There are no qualifications reservations or adverse remarks made by M/s RachitMalhotra & Associates Secretarial Auditors in the report for the financial yearended March 31 2016.

B. Statutory Auditor:

M/s Mamraj & CO Chartered Accountant having FRN:-006696N had re- appointedas the Statutory Auditors of the company pursuant to the provisions of Section 139 to 142of the Companies act 2013 and other applicable provisions if any to hold office fromthe conclusion of this Annual General Meeting till the conclusion of next Annual GeneralMeeting on such remuneration to be decided by the Board of Directors of the Company

In this regard written consent have submitted by Statutory Auditors for theireligibility and qualification to be re- appointed as Statutory Auditors of the company interms of Section 139 of the Companies act 2013 and also satisfy the criteria provided insection 141 of the Companies Act 2013.

Auditors' Report:

The Auditors have given an audit report on financial of 2015-16 and annexed herewithmarked as Annexure IV to the annual report.

Auditors Observations:

The observations made by Auditors with reference to notes to account areselfexplanatory needs no comments.

C. Internal Auditor:

The Company has appointed M/s. Divyank Khullar & Associates as an Internal Auditorof the Company for the financial year 2015-16. Mr. Divyank Khullar placed the internalaudit report to the Company which is self-explanatory and need no comments.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS-

Details of Loans Guarantees and Investment covered under the provisions of section 186of the Companies Act 2013 are given in the Notes to the Financial Statements.

PARTICULARS OF WITH RELATED PARTIES

The particulars of contracts or arrangements with related parties for the financialyear 2015-16 is annexed herewith to the financial statements in Form No. AOC -2.

SIGNIFICANT MATERIAL ORDERS PASSED BY THE REGULATORS OFCOURSE OR TRIBUNALS IMPACT THEGOING NEXT STATUS OF THE CQMPAN Y

There are no significant material orders passed by the Regulators/ Courts which wouldimpact the going concern status of the Company and its future operations.

MATERIAL CHANGES ANDX.OMMITMENTS

There have been no material changes and commitments affecting the Financial positionof the Company which occurred during between the end of the Financial year to which theFinancial statements relate and the date of this report.

SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION PROHIBITION AND REDRESSAL) ACT2013:

The Company has in place an Anti-Sexual Harassment Policy in line with the requirementsof the Sexual Harassment of Women at the Workplace (Prevention Prohibition &Redressal) Act 2013. Internal Complaints Committee (ICC) has been set up to redresscomplaints received regarding sexual harassment. All employees (permanent contractualtemporary trainees) are covered under this policy.

The following is a summary of sexual harassment complaints received and disposed-offduring the year 2015-16.

• No of complaints received : 0

• No of complaints disposed off : N.A.

DEVELOPMENT & IMPLEMENTATION OF RISK MANAGEMENT POLICY:

The assets of the Company are adequately insured against the loss of fire riotearthquake terrorism loss of profits etc. other risks which considered necessary by themanagement. The Company has been addressing the various risks impacting the Company andpolicy of the Company on risk management is provided elsewhere in this Annual Report inManagement Discussion and Analysis.

PARTICULARS.OF EMPLOYEES:

None of the employee was drawing in excess of the limits by the Companies Act 2013 andrules made there under which needs to be disclosed in the directors report.

CORPORATE SOCIAL RESPONSIBILITY:

The Company has not developed and implemented any Corporate Social Responsibilityinitiatives as the provisions under Section 135 of the Companies Act 2013 along with theRules thereunder and revised Schedule VII to the act are not applicable.

CQNSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS & OUTGO:

The Company does not fall under any of the industries covered by the Companies(Accounts) Rules 2014. Hence the requirements of disclosure in relation to theconservation of energy technology absorption foreign exchange earnings & outgo arenot applicable to it.

Particulars Current Year 2015-16 Previous Year 2014-2015
A. Conservation of Energy Nil Nil
B. Technology Absorption Nil Nil
C. Foreign Exchange Earnings & Outgo Nil Nil

CAUTIONARY STATEMENT

Statements in the Board's Report describing the Company's objectives expectations orforecasts may be forward-looking within the meaning of applicable Securities Laws andRegulations. Actual results may differ materially from those expressed in the statement.Important factors that could influence the company's operations include changes inGovernment Regulations tax laws economic developments within the country and otherfactors such as litigation and industrial relations.

COMMITTEE UNDER COMPANIES ACT 20 13

Our Board of Directors has been constituted in compliance with the Companies Act andListing Agreements with the Stock Exchanges. The Board functions either as a full Board orthrough various committees constituted to oversee specific operational areas.

A. AUDIT COMMITEE

The Audit Committee has been constituted pursuant to the provisions of Section 177 ofthe Companies Act 2013. The Audit Committee reviews the financial accounting policiesadequacy of internal control systems and interacts with the statutory auditors. Besidesthe Committee

reviews the observations of the management and internal/ external auditors interim andannual financial results management discussion and analysis of financial condition andresults of operations and related party transactions. The other roles of Audit Committeeinter-alia includes the following:

> Review of Quarterly/Half Yearly Unaudited Results.

> Review of quarterly Internal Audit Report and Internal Control System.

> Review of adequacy of internal audit function and discuss any significant findingwith them assessing and evaluating the risk and taking measures for mitigating the same.

> Review with Internal Auditors on significant findings and follow up thereon.

> Recommending the appointment/re-appointment of Auditors fixation of Audit Feesand approval of payment of fees for any other services rendered by them.

> Review of Audited Annual Financial Statements.

> Reviewing the findings of any internal investigations by the internal auditors andthe executive.

> Management's response on matters where is suspected fraud or irregularity orfailure of internal control systems of a material nature and reporting the matter to theBoard.

> Reviewing the Company's financial and risk management policies.

> Considering such other matters as may be required by the Board.

> Reviewing any other areas which may be specified as role of the Audit Committeeunder the Listing Agreement Companies Act and other statutes as amended from time totime.

During the year the Audit Committee met 4 (Four) times on 04th June2015 13th August 2015 13th November 2015 and 13thFebruary 2016.

Constitution of the Audit Committee and their attendance at the meeting:

Name of Members Category/Designation

No. of Meetings

Held Attended
Mr. Deepak Nagar Chairman 4 4
Mrs. Sangeeta Bhardwaj Member 4 4
Mr. Virendra Singh Chowhan Member 4 4

B. NOMINATION & REMUNERATION COMMITTEE:

The Remuneration Committee was reconstituted and renamed as Nomination &Remuneration Committee as per the requirements of the Companies Act 2013.

The terms of reference of the remuneration committee in brief pertain to inter-aliadetermining the Companies policy on and approve specific remuneration packages forexecutive director (s)/Manager under the Companies Act 2013 after taking in to accountthe financial position of the Company trend in the industry appointees qualificationexperience past performance interest of the Company and members. The Committee also actsa nomination Committee as per circular of RBI dated 08 May 2007 to ensure ‘fit andproper' status of the Directors appointed / reappointed and recommend their appointment /reappointment to the Board of Directors. During the year the Remuneration Committee met4 (Four) times on 04th June 2015 13th August 2015 13thNovember 2015 and 13th February 2016.

Constitution & Re-Constitution of the Nomination & Remuneration Committee andtheir attendance at the meeting:

Name of Members Category/Designation

No. of Meetings

Held Attended
Mr. Deepak Nagar Chairman 4 4
Mrs. Sangeeta Bhardwaj Member 4 4
Mr. Dalip Nagar Member 4 4
Mr. Virendra Singh Chowhan Member 4 4

C. RISK MANAGEMENT COMMITTEE:

The Board had constituted the Committee to understand and assess various kinds of risksassociated with the running of business and suggesting/implementing ways and means foreliminating/minimizing risks to the business of the Company and periodic review of themanagement control procedures/tools used to mitigate such risks.

D. VIGIL MECHANISM/ WHISTLE BLOWER POLICY:

The Board has approved the Whistle Blower Policy a mechanism for employees to reportto the management concerns about unethical behavior actual or suspected fraud orviolation of the Company's code of conduct. The mechanism also provide for adequatesafeguards against victimization of employees who avail of the mechanism and also providefor direct access to the Chairman of the Audit Committee in exceptional cases. During theyear under review no personnel has been denied access to the audit committee.

The Company has adopted a formal Vigil Mechanism/ Whistle-blower policy. The approvedpolicy is available on the Company's website www.galaxycommercial.in.

E. PERFORMANCE EVALUATION:

Pursuant to the provisions of the Companies Act 2013 the Board has carried out theannual performance evaluation of its own performance the Directors individually as wellas the evaluation of the working of its Audit Nomination and Remuneration Stakeholders'Relationship Committee and Risk Management Committee. A structured questionnaire wasprepared after taking into consideration inputs received from the Directors coveringvarious aspects of the Board's functioning such as adequacy of the composition of theBoard and its Committees Board culture execution and performance of specific dutiesobligations and governance.

A separate exercise was carried out to evaluate the performance of individual Directorsincluding the Chairman of the Board who were evaluated on parameters such as level ofengagement and contribution independence of judgment safeguarding the interest of theCompany and its minority shareholders etc. The performance evaluation of the IndependentDirectors was carried out by the entire Board. The performance evaluation of the Chairmanand the Non Independent Directors was carried out by the Independent Directors who alsoreviewed the performance of the Secretarial Department. The Directors expressed theirsatisfaction with the evaluation process.

F. STATEMENT INDICATING THE MANNER IN WHICH FORMAL ANNUAL EVALUATION HAS BEEN MADE BYTHE BOARD OF ITS OWN PERFORMANCE AND THAT OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS:

• Nomination and Remuneration Committee of the Board had prepared and sent throughits Chairman draft parameterized feedback forms for evaluation of the Board IndependentDirectors and Chairman.

• Independent Directors at a meeting without anyone from the non-independentdirectors and management considered/evaluated the Board's performance performance of theChairman and other non-independent Directors.

• The Board subsequently evaluated performance of the Board the Committees andIndependent Directors (without participation of the relevant director).

ACKNOWLEDGEMENT AND APPRECIATION

The Directors are thankful to the Bankers Customers Dealers and Vendors for theirvaluable support and assistance.

The Directors wish to place on record their appreciation of the commendable work donededication and sincerity by all the employees of the Company at all levels during the yearunder review.

The Company will make every effort to meet the aspirations of its shareholders and wishto sincerely thank them for their whole hearted co-operation and support at all times.

For and on behalf of the Board of Directors
M/s Galaxy Commercial Limited
Sd/-
Place: New Delhi Deepak Nagar
Date: 03-09-2016 Chairman
DIN:00043654