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Galaxy Consolidated Finance Ltd.

BSE: 511128 Sector: Others
NSE: N.A. ISIN Code: N.A.
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Galaxy Consolidated Finance Ltd. (GALAXYCONSFIN) - Director Report

Company director report

To

The Shareholders

Your Directors present the 30th Annual Report of your Company with theAudited Financial Statement of the Company for the year ended March 31 2016.

1. Financial Results

(Amt in Rs. lakhs)
Particulars 2015-16 2014-15
Revenue from Operations 2.64 2.26
Other Income - -
Total Revenue 2.64 2.26
Less: Total Expenses 3.58 2.25
Operating Profit / (Loss) before Exception item Depreciation Interest and Tax (0.94) 0.01
Less: Depreciation 0.02 0.02
Interest 0.01 -
Profit / (Loss) Before Tax (0.98) 0.03
Less: Current Tax / Deferred Tax - -
Profit / (Loss) after Tax (0.98) 0.03

2. Review of Business Operation

Revenue from operations for FY 2015-16 was Rs. 2.64 lakhs compared to the Revenue fromoperations of Rs. 2.26 lakhs of previous year which shows uptrend of about 17 % over theprevious year. The Loss before tax of the Company for the financial year 2015-16 stood atRs. 0.98 lakhs as against profit before tax of Rs. 0.03 lakhs of previous year making NetLoss after Tax for the financial year 2015-16 of Rs. 0.98 lakhs as against Net Profitafter tax of Rs. 0.03 lakhs of previous year.

During the year the Company has earned more income then the previous year due tofavorable market conditions but due to providing better services to the customers of theCompany the Company has incurred more expenses then that of previous year and hasincurred losses due to the same.

The Company is in planning to generate more business opportunities during the year andearn profits during the year.

3. Dividend

To conserve resources for future prospect and growth of the Company your Directorsregret to declare Dividend for the Financial Year 2015-16 (Previous year - Nil).

4. Net Profit Transfer to Reserve

The Company has transferred NIL to Reserve and Surplus for the financial year 2015-16.

5. Information of Board of Director and Its Meetings:

a. Composition and Category of Directors on date of this report is:

Name of Directors Category of Directorship No. of other Directorship* No. of Committee Membership / Chairmanship in other Companies No. of Board Meetings attended during 2015-16 Attendance at the AGM held on 30-092015
Ms. Reena Mahatma Whole-time Director 7 - 0 NA
Mr. Niranjan Jain Independent Director 0 - 5 Yes
Mrs. Sangitaben Jain Independent Director 3 M-6 5 Yes

* Excluding Directorship held in the Company.

The Board consists of three (3) members as ondate of Report. One (1) of whom isWhole-time Director and two (2) are Non-Executive Independent Directors. Further Ms.Sangitaben Jain a Non-Executive Independent Director of the Company is designated asWoman Director for the Company in terms of second proviso to the Section 149 (1) of theCompanies Act 2013.

Board Meetings

Regular meetings of the Board are held at least once in a quarter. Additional Boardmeetings are convened to discuss and decide on various business policies strategies andother businesses.

During the year under review Board of Directors of the Company met 8 times vizMay 012015 May 27 2015 June15 2015 July 22 2015 July 27 2015 August 14 2015 September03 2015 November 10 2015 and February 11 2016

The gap between two consecutive meetings was not more than one hundred and twenty daysas provided in section 173 of the Act.

The Independent Directors of the Company has met one time on March 31 2016 interalia to evaluate the performance of Non-Independent Directors Board as a whole andperformance of Chairman of the Company.

Further your Company has formed following Committees of the Board in accordance withCompanies Act 2013 and the Listing Agreement:

6. Information of Committee and Its Meetings

a. Audit Committee

Meetings Composition and Attendance:

The Audit Committee met five times during the financial year 2015-16 on May 1 2015May 27 2015 August 14 2015November10 2015 and February11 2016.

The Audit Committee comprises of three Directors and two of them are IndependentDirectors. The composition of the Audit Committee as on date of Report and details of theattendance of the members of the committee at the meetings of the Committee are as under:

Name of the Director Category Designation No. of Meetings Attended
Mr. Niranjan Jain Independent Director Chairman 3
Ms. Sangitaben Jain Independent Director Member 3
Ms. Reena Mahatma Whole-time Director Member 0

The Statutory Auditors of the Company are invited in the meeting of the Committeewherever requires. All the members of the Audit Committee have the requisite qualificationfor appointment on the Committee and possess sound knowledge of accounting practicesfinancial and internal controls. Company Secretary of the Company is acting as a secretaryto the Committee.

b. Stakeholders' Grievances and Relationship Committee

The Company has constituted Stakeholder's Grievance & Relationship Committee mainlyto focus on the redressal of Shareholders' / Investors' Grievances if any like Transfer/ Transmission / Demat of Shares; Loss of Share Certificates; Non-receipt of AnnualReport; Dividend Warrants; etc.

During the year under review Stakeholder's Grievance & Relationship Committee met4 (Four) times viz on May 27 2015 August 14 2015 November 10 2015 and February 112016.

The composition of the Committee and the details of meetings attended by its membersare given below:

Name of the Director Category Designation No. of Meetings Attended
Mr. Sangitaben Jain Independent Director Chairman 3
Mr. Niranjan Jain Independent Director Member 3
Ms. Reena Mahatma Whole-time Director Member N.A.

Complaint

During the year the Company had not received any complaints from the Shareholders.There was no complaint pending as on March 31 2016.

c. Nomination and Remuneration Committee

The Company has not formed Nomination and Remuneration Committee.

7. Appointment Re-appointment and Resignation of Directors

During the year in terms of Section 149 152198 and 203 and Regulation 29(2) of theListing Agreement the Board of Directors in their Meeting held on July 22 2015 hasappointed Ms. Sangitaben Jain and Mr. Niranjan Jain as Non-Executive Independent Directorsof the Company and in the meeting held on June 30 2016 Board of Directors has appointedMs. Reena Mahatma as Whole-time Director of the Company for a period of 5 years w.e.f.July 01 2016. The Members of the Company in this 30th Annual General Meetingwill ratify the appointment of Ms. Reena Mahatma as a Whole-time Director of the Companysubject to the approval of Shareholders of the Company.

During the year under review Mr. AshokbhaiKathik Mr. ShaileshPrajapati Mr.BhikhulalHansaliya and Mr. Dinesh Patel Directors of the Company had resigned from theoffice of Board of the Company w.e.f. July 27 2015. Further Mr. ShirishkumarVacchani andMs. SarojbenVacchani resigned from the office of the Board w.e.f. June 15 2015. Mr. AshokPatel Managing Director of the Company resigned from the office of Managing Directorw.e.f. July 14 2015. The places on record their appreciations for their efforts in thesuccess of the Company.

None of the Directors of the Company is disqualified for being appointed as Director asspecified in Section 164 (2) of the Companies Act 2013.

8. Declaration by Independent Directors

The Company has received necessary declaration from each Independent Director underSection 149(7) of the Companies Act 2013 to the effect that they meet the criteria ofindependence laid down in Section 149(6) of the Companies Act 2013.

9. Details of Key Managerial Personnel

Ms. ReenaMahatama Wholetime Director is the Key Managerial Personnel (“KMP”)as per the provisions of the Companies Act 2013. He has been appointed as such by theBoard of Directors w.e.f. July 01 2013.

Further Mr. GautamChauhanwas appointed as Chief Financial Officer of the Companyw.e.f. July 01 2016.

10. Nomination and Remuneration Policy

In terms of the provisions of the Companies Act 2013 the Company has devised a policyon Nomination and Remuneration of Directors Key Managerial Personnel and SeniorManagement.

A. Policy on Appointment of Directors Key Managerial Personnel and Senior ManagementPersonnel:

The policy is formulated to identify and ascertain the integrity qualificationexpertise and experience of the person for appointment as Director KMP and SeniorManagement personnel and recommend to the Board for his / her appointment.

B. Policy on remuneration of Director KMP and Senior Management Personnel

The Company follows mixed of fixed pay benefits and performance based variable pay.The Company pays remuneration by way of salary. The remuneration paid by the Company iswithin the salary scale approved by the Board and Shareholders.

11. Board Evaluation

The board of directors has carried out an annual evaluation of its own performanceboard committees and individual directors pursuant to the provisions of the Act.

The performance of the board was evaluated by the board after seeking inputs from allthe directors on the basis of the criteria such as the board composition and structureeffectiveness of board processes information and functioning etc.

The performance of the committees was evaluated by the board after seeking inputs fromthe committee members on the basis of the criteria such as the composition of committeeseffectiveness of committee meetings etc.

The board and the nomination and remuneration committee reviewed the performance of theindividual directors on the basis of the criteria such as the contribution of theindividual director to the board and committee meetings like preparedness on the issues tobe discussed meaningful and constructive contribution and inputs in meetings etc. Inaddition the chairman was also evaluated on the key aspects of his role.

Separate meeting of independent directors was held to evaluate the performance ofnon-independent directors performance of the board as a whole and performance of thechairman taking into account the views of executive directors and non-executivedirectors. The same was discussed in the board meeting that followed the meeting of theindependent directors at which the performance of the board its committees andindividual directors was also discussed. Performance evaluation of independent directorswas done by the entire board excluding the independent director being evaluated.

The Board of Directors expressed their satisfaction with the evaluation process.

12. Public Deposit

The company has not accepted any deposits from the public. Hence the directives issuedby the Reserve Bank of India & the Provision of Section 73 to 76 of the Company Act2013 or any other relevant provisions of the Act and the Rules there under are notapplicable.

13. Particulars of Loans Guarantees Investments & Security

Details of Loans Guarantees Investments and Security covered under the provisions ofSection 186 of the Companies Act 2013 are given in the notes to the Financial Statement.

14. Contracts or Arrangements with Related Parties

All transactions to be entered by the Company with related parties will be in theordinary course of business and on an arm's length basis. However the Company has notentered into any related party transaction as provided in Section 188 of the CompaniesAct 2013 with the related party. Hence Disclosure as required under Section 188 of theCompanies Act 2013 is not applicable to the Company.

15. Extract of Annual Return

Pursuant to sub-section 3(a) of Section 134 and sub-section (3) of Section 92 of theCompanies Act 2013 read with Rule 12 of Companies (Management and Administration) Rules2014 the extract of the Annual Return as at March 31 2016 in Form MGT-9 forms part ofthis Annual Report as Annexure- “A".

16. Particular of Employees

The Company has not paid any remuneration to any Director of the Company. Hencedetails in terms of subsection 12 of Section 197 of the Companies Act 2013 read with Rule5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014are not applicable to the Company.

The details as required under section 197(12) of the Companies Act 2013 read withRule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) 2014 isnot applicable as there is no such employee in the Company employed throughout thefinancial year with salary above Rs. 102 Lakh p.a. or employed part of the financial yearwith average salary above Rs. 8.5 Lakhs per month.

Further there is no employee employed throughout Financial year or part thereof wasin receipt of remuneration of in aggregate is in excess of that drawn by the ManagingDirector or Whole time Director or Manager and holds by himself or along with his spouseand dependent children not less than Two percent (2%) of the Equity Shares of theCompany.

17. Energy Conservation Technology Absorption and Foreign Exchange Earnings and Outgo

The details of conservation of energy technology absorption etc. as required to begiven under section 134(3)(m) of the Companies Act 2013 read with the Companies (Accounts)Rules 2014 are not applicable to our Company as the Company is not carrying on anymanufacturing activities.

Further there was no foreign exchange earnings and outgo during the financial year2015-16 (Previous Year - Nil).

18. Material Changes and commitment affecting financial position of the Company

The equity shares of the company got suspended from the BSE Ltd. w.e.f. February 252016.

19. Sexual Harassment of women at workplace

There were no incidences of sexual harassment reported during the year under review interms of the provisions of the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 and there are only 2 Women employees (Both areholding the position in the Top Management Level) and therefore there was no need toconstitute an Internal Complaints Committee (ICC).

20. Corporate Governance

Your Company strives to incorporate the appropriate standards for corporate governance.However pursuant to Regulation 15(2) of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the Company is not required to mandatorily comply with theprovisions of certain regulations of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 and therefore the Company has not provided a separatereport on Corporate Governance although few of the information are provided in thisreport of Directors under relevant heading.

21. Management Discussion and Analysis

Management Discussion and Analysis for the year under review as stipulated underRegulations 27(2) of the SEBI (LODR) 2015 is presented in a separate section formingpart of this Annual Report.

22. Auditors

A. Statutory Auditor & their report

Pursuant to the provisions of section 139 of the Act and the rules framed thereafterM/s. S. Mandawat& Co. Chartered Accountants Ahmedabad [FRN: 118330W] were appointedas statutory auditors of the Company from the conclusion of the 29thAnnualGeneral Meeting (AGM) of the Company held on September30 2015 till the conclusion of the34thAGM to be held in the year 2020 subject to ratification of theirappointment at every AGM.

The Auditors' Report on the accounts of the Company for the accounting year ended March31 2016 is selfexplanatory and do not call for further explanations or comments that maybe treated as adequate compliance of Section 134 of the Companies Act 2013.

B. Secretarial Auditor & their report

Pursuant to the provisions of section 204 of the Act and The Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 the Company has appointed Ms. AnkitaPatel Practicing Company Secretary Ahmedabad to carry out the Secretarial Audit for thefinancial year ended on March 31 2016. Secretarial Audit Report is attached to thisreport as Annexure-"B”.

The Secretarial Auditors' Report for the financial year ended on March 31 2016 isself-explanatory and do not call for further explanations or comments that may be treatedas adequate compliances of various act rules regulations guidelines etc. as applicableto the Company except that the report contain some observation by the Auditor that Companyhas not filled certain resolutions with the registrar.

23. Directors' Responsibility Statement

In terms of section 134(5) of the Act your Directors state that:

i. in the preparation of the annual financial statements for the year ended on March31 2016 applicable accounting standards read with requirements set out under scheduleIII of the Act have been followed along with proper explanation relating to materialdepartures if any

ii. such accounting policies have been selected and applied consistently and judgmentsand estimates made that are reasonable and prudent so as to give a true and fair view ofthe state of affairs of the company as at March 31 2016 and of the profit of the companyfor the year ended on that date

iii. proper and sufficient care has been taken for maintenance of adequate accountingrecords in accordance with the provisions of this Act for safeguarding the assets of thecompany and for prevention and detection of fraud and other irregularities

iv. the annual financial statements are prepared on a going concern basis

v. proper internal financial controls are in place and that the financial controls areadequate and are operating effectively and

vi. the systems to ensure compliance with the provisions of all applicable laws are inplace and are adequate and operating effectively.

24. 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) Rules 2014to the extent the transactions took place on those items during the year.

Your Directors further state that no disclosure or reporting is required in respect ofthe following items as there were no transactions on these items during the year underreview:

1. Details relating to deposits covered under Chapter V of the Act.

2. Details of Annual Report on Corporate Social Responsibility as Company is notfalling within the criteria as prescribed u/s 135 of the Companies Act 2013

3. Issue of Equity Shares with differential rights as to dividend voting or otherwise.

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

5. Details of Subsidiary Associates and Joint Venture Company.

6. Details of Contracts and arrangement with the related parties.

7. 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.

25. Acknowledgement

Your Directors take this opportunity to place on record the valuable co-operation andsupport extended by the banks government business associates and the shareholders fortheir continued confidence reposed in the Company and look forward to having the samesupport in all future endeavours.

By Order of the Board
For Galaxy Consolidated Finance Limited
Registered Office
Shree Commercial ReenaMahatama
Dr. Yagnik Road Whole -time Director
Rajkot - 360 001 DIN:02846012
PLACE: Rajkot
DATE: August14 2016