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Galaxy Entertainment Corporation Ltd.

BSE: 506186 Sector: Media
NSE: N.A. ISIN Code: INE403B01016
BSE LIVE 15:25 | 17 Oct 15.05 0.70
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NSE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 15.05
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VOLUME 7515
52-Week high 26.90
52-Week low 11.90
P/E
Mkt Cap.(Rs cr) 24
Buy Price 15.05
Buy Qty 8985.00
Sell Price 0.00
Sell Qty 0.00
OPEN 15.05
CLOSE 14.35
VOLUME 7515
52-Week high 26.90
52-Week low 11.90
P/E
Mkt Cap.(Rs cr) 24
Buy Price 15.05
Buy Qty 8985.00
Sell Price 0.00
Sell Qty 0.00

Galaxy Entertainment Corporation Ltd. (GALAXYENTCORP) - Director Report

Company director report

To

The Members of Galaxy Entertainment Corporation Limited

The Directors take pleasure in presenting the Thirty Fourth Annual Report together withthe audited financial statements for the year ended March 31 2016.

Financial Results

The Company’s financial performance for the year ended March 31 2016 issummarized below:

Standalone

(Rs. in lakhs)
Particulars Year ended 31.03.2016 Year Ended 31.03.2015
Revenue from operations 4284.58 4055.67
Other Income 677.42 492.75
Total Income 4962.00 4548.42
Personnel Cost 203.01 344.22
Operating and other expenses 4528.17 3811.15
Total Expenditure 4731.18 4155.37
Profit before Interest Depreciation and Tax 230.82 393.05
Less: Interest 164.79 114.09
Less : Depreciation 268.28 264.57
Profit/(Loss) before tax (202.25) 14.39
Less Provision for Tax - -
Profit/(Loss) after Tax (202.25) 14.39

Dividend

Your Directors have not recommended any dividend for the financial year ended March 312016.

Internal Controls

The Company has robust internal control systems and procedures commensurate with itsnature of business which meets the following objectives:

• providing assurance regarding the effectiveness and efficiency of operations;

• efficient use and safeguarding of resources;

• compliance with policies procedures and applicable laws and regulations; and

• transactions being accurately recorded and promptly reported.

The Company continues to have periodical audits conducted of all its functions andactivities to ensure that systems and procedures are followed across all areas.

The Audit Committee of Directors of the Company regularly reviews the adequacy ofinternal control systems through such audits. The Internal Auditor reports directly to theAudit Committee.

The Company also has a budgetary control system to monitor expenditure against approvedbudgets on an ongoing basis.

Internal Financial Controls

The Company has in place adequate internal financial controls with reference tofinancial statements. During the year such controls were tested and no reportablematerial weakness in the design or operation was observed.

Risk Management

The Board of Directors of the Company has formulated a Risk Management Policy whichaims at minimizing the risk and enhancing the value.

The risk management approach is based on a clear understanding of the variety of risksthat the organization faces disciplined risk monitoring and measurement and continuousrisk assessment and mitigation measures.

Share Capital

The Authorized Share Capital of the Company is Rs. 200000000/- (Rupees TwentyCrores) divided into 20000000 equity shares of Rs. 10/- each.

The issued subscribed and paid up Share Capital of the Company as on March 31 2016was Rs. 156499350/- divided into 15649935 equity shares of Rs. 10/- each.

Subsidiaries

At the beginning of the year the Company had 2 subsidiaries as follows:

Sr. no. Name of the Subsidiary % of Holding
1 Galaxy Rain Restaurants Private Limited Wholly owned Subsidiary
2 Rain Fruits and More Private Limited 72.19 %

As on March 31 2016 the aforesaid companies ceased to be the subsidiaries of GalaxyEntertainment Corporation Limited consequent to the sale of investments approved by themembers of the Company by way of postal ballot on March 29 2016.

There are no associate or joint venture companies within the meaning of Section 2(6) ofthe Companies Act 2013 ("Act"). Pursuant to provisions of Section 129(3) of theAct Form AOC-1 (Annexure ‘A’) is attached to this report.

In accordance with Section 136 of the Companies Act 2013 the audited financialstatements and related information of the Company are available on our websitewww.thegalaxycorp.com. These documents will also be available for inspection duringbusiness hours at our registered office at Mumbai.

Cash Flow Statement

In conformity with the provisions of Regulation 34 of SEBI Listing Regulations theCash Flow Statement for the year ended March 31 2016 has been provided in the AnnualReport and which forms part of this report.

Particulars of Employees and other additional information

For the financial year under review none of the employees of the Company fall underthe revised ceiling limits prescribed under Section 197 of the Companies Act 2013 readwith Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014.

Details pursuant to Section 197(12) of the Companies Act 2013 read with Rule 5(1) ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 has beenprovided under (Annexure ‘B’).

Corporate Governance

As required by SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 a certificate on corporate governance issued by Mr. Krishna Rathi of M/s. KrishnaRathi & Associates Practising Company Secretary forms part of this report.

Management’s Discussion and Analysis Report

The Management Discussion & Analysis Report as required under Regulation 34 of theListing Regulations is presented separately and forms part of this report.

Disclosures related to Board Committees Policies and number of Board meetings

Meetings

The Board of Directors met four (4) times during the financial year 2015 -16. Thedetails of board meetings and the attendance of Directors are provided in the CorporateGovernance Report which forms part of this Annual Report. The intervening gap between themeetings was within the period prescribed under the Companies Act 2013.

Audit Committee

The Audit Committee comprises of Mr. Rajneesh Agarwal Ms. Udita Jhunjhunwala and Mr.Sharad Rustagi Independent Directors and Mr. Swapnil Kothari Non-Executive Director.Four meetings of the Committee were held during the year.

For further details please refer Corporate Governance Report forming part of theAnnual Report.

During the year under review all the recommendations made by the Audit Committee wereaccepted by the Board. There were no instances where the Board has not accepted anyrecommendation of the Audit Committee.

Details of Committees of the Board of Directors along with their terms of referencecomposition and meetings held during the year under review are provided separately in theCorporate Governance Report which forms part of this Annual Report.

Directors

The Board of Directors of the Company consists of Mr. Rajneesh Agarwal Ms. UditaJhunjhunwala and Mr. Sharad Rustagi Independent Directors Mr. Sunil Biyani and Mr.Swapnil Kothari Non-Executive Directors.

Re-appointment

In terms of the provisions of the Companies Act 2013 and in terms of the Memorandumand Articles of Association of the Company Mr. Sunil Biyani retires by rotation at theensuing Annual General Meeting and being eligible seeks re-appointment. The Boardrecommends his re-appointment.

The brief resume and other information as required under Regulation 36 of SEBI ListingRegulations relating to Mr. Sunil Biyani forms part of the Notice of ensuing AnnualGeneral Meeting. None of the Directors are disqualified for appointment / reappointmentunder Section 164 of the Companies Act 2013.

Declarations by Independent Directors

The Company has received individual declarations from all the Independent Directors ofthe Company stating specified that they fulfill the criteria of independence as under subsection (6) of Section 149 of the Companies Act 2013 and Regulation 16 (1) (b) of theSEBI Listing Regulations.

Policy on Director’s Appointment and Remuneration

The Board has in compliance with Section 178 of the Companies Act 2013 and on therecommendation of the Nomination Remuneration & Compensation Committee framed apolicy for selection and appointment of Directors Senior Management and theirremuneration. The details of the said policy are stated in the Corporate GovernanceReport.

Board Evaluation

SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 mandates thatthe Board shall monitor and review the evaluation framework. The frame work includes theevaluation of directors on various parameters.

The Companies Act 2013 states that a formal annual evaluation needs to be made by theBoard of its own performance and that of its committees and individual directors. ScheduleIV of the Companies Act 2013 states that the performance evaluation of independentdirectors shall be done by the entire Board of Directors excluding the director beingevaluated.

The evaluation of all the directors and the Board as a whole was conducted based on thecriteria and frame work adopted by the Board. The evaluation process has been explained inthe Corporate Governance report.

Code of conduct for prevention of insider trading

The Board of Directors has adopted the Insider Trading Policy in accordance with therequirements of the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015.

The Insider Trading Policy of the Company lays down guidelines and procedures to befollowed and disclosure to be made while dealing with shares of the Company as well asthe consequences of violation. The policy has been formulated to regulate monitor andensure reporting of deals by employees and to maintain the highest ethical standards ofdealing in Company securities.

The Insider Trading Policy of the Company covering code of practices and procedures forfair disclosure of unpublished price sensitive information and code of conduct for theprevention of insider trading is available on our website viz. www.thegalaxycorp.com.

Listing

The Company has entered into Listing Agreement with BSE Limited (BSE) during December2015 in terms of the Securities and Exchange Board of India (SEBI) (Listing Obligationsand Disclosure Requirements) Regulations 2015 and the listing fee for the year 2016-17has been paid.

The Company has entered into necessary agreements with the Central Depository Services(India) Limited (CDSL) and National Securities Depository Limited (NSDL) for availing theDepository services.

Extract of Annual Return

Pursuant to the provisions of Section 92 (3) of the Companies Act 2013 an extract ofthe Annual Report in prescribed format in form MGT-9 is attached as (Annexure‘C’).

Director’s Responsibility statement:

Pursuant to Section 134(5) of the Companies Act 2013 the Board of directors to thebest of their knowledge and ability confirm the following:

i. in the preparation of the annual accounts the applicable accounting standards havebeen followed and there are no material departures;

ii. they have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company as at March 31 2016 and of the loss of the Companyfor the year ended on that date;

iii. they have taken proper and sufficient care for the maintenance of adequateaccounting records in accord- ance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

iv. they have prepared the annual accounts on a going concern basis;

v. they have laid down internal financial controls to be followed by the Company andthat such internal fi- nancial controls are adequate and operating effectively; and

vi. they have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.

Auditors and Auditors’ Report

M/s. S A R A & Associates. Chartered Accountants Statutory Auditors of theCompany bearing ICAI Firm Registration No. 120927W hold office till the conclusion ofthe Thirty Seventh Annual General Meeting and are eligible for re-appointment. They haveconfirmed their eligibility to the effect that their re-appointment if made would bewithin the prescribed limits under the Act and they are not disqualified forre-appointment.

The Notes on financial statement referred to in the Auditor’s Report are selfexplanatory and do not call for any further comments. The Auditor’s Report does notcontain any qualification reservation or adverse remark or disclaimer.

Secretarial Audit

The Board has appointed Mrs. Nidhi Bajaj of M/s. Nidhi Bajaj & AssociatesPractising Company Secretary to conduct Secretarial Audit under the provisions of Section204 of the Companies Act 2013 for the financial year 2015-2016 and for the financial year2016-2017. The report of the Secretarial Auditor in Form MR-3 is annexed to this report as(Annexure ‘D’) to this Report. The Secretarial Auditors Report for the FinancialYear 2015- 16 does not contain any qualification reservation or adverse remark other thanappointment of Company Secretary and Managing Director.

Particulars of Contracts or Arrangement with Related Parties

All Related Party Transactions that were entered into during the financial year were onarm’s length and were in the ordinary course of business. All Related PartyTransactions were placed before the Audit Committee of the Board of Directors for theirapproval. The Audit Committee has granted omnibus approval for Related Party Transactionsas per the provisions and restrictions contained in the erstwhile Listing Agreement andSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 ("ListingRegulations").

There are no material significant RPTs made by the Company which may have a potentialconflict with the interest of the Company at large and thus disclosure in Form AOC -2 isnot required. The Board has approved and adopted Policy on Related Party Transactions andthe same is uploaded on the Company’s website at www.thegalaxycorp.com.

The Company has formulated a policy on materiality of Related Party Transactions andalso on dealing with Related Party Transactions. The Policy is available on theCompany’s website www.thegalaxycorp.com.

Disclosure relating to equity shares with differential rights

The Company has not issued any equity shares with differential rights during the yearunder review and hence no information as per provisions of Rule 4(4) of the Companies(Share Capital and Debenture) Rules 2014 has been furnished.

Disclosure relating to Employee Stock Option Scheme and Employee Stock Purchase Scheme

The Company has not issued or granted any Employee Stock Option Scheme and EmployeeStock Purchase Scheme during the year under review and hence no information as perprovisions of Rule 8(13) of the Companies (Share Capital and Debenture) Rules 2014 hasbeen furnished.

Disclosure relating to sweat equity shares

The Company has not issued any sweat equity shares during the year under review andhence no information as per provisions of Rule 8(13) of the Companies (Share Capital andDebenture) Rules 2014 has been furnished.

Disclosures in respect of voting rights not directly exercised by employees

There are no shares held by trustees for the benefit of employees and hence nodisclosure under Rule 16(4) of the Companies (Share Capital and Debentures) Rules 2014has been furnished.

Disclosure of Orders passed by Regulators or Courts or Tribunal

No significant and material orders have been passed by any Regulator or Court orTribunal which can have an impact on the going concern status and the Company’soperations in future.

Detection of Fraud

No Fraud has been reported by the auditors viz. statutory and internal auditors to theAudit Committee or the Board in terms of sub-section (12) of Section 143 of the CompaniesAct 2013.

Deposits from Public

The Company has not accepted deposit from the public falling within the ambit ofSection 73 of the Companies Act 2013 and the Companies (Acceptance of Deposits) Rules2014.

Particulars of Loans Guarantees or 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 Statements.

Prevention of Sexual Harassment Policy

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

During the year 2015-16 no complaints were received by the Company related to sexualharassment.

Vigil Mechanism

The Vigil Mechanism of the Company which also incorporates a whistle blower policy interms of the Listing Regulations includes an Ethics & Compliance Task Forcecomprising senior executives of the Company. Protected disclosures can be made by awhistle blower through an e-mail or a letter to the Task Force or to the Chairman of theAudit Committee. The Policy on vigil mechanism and whistle blower policy may be accessedon the Company’s website viz. http://www.thegalaxycorp.com/Corpopolicecode.html

Remuneration Policy

The Board has on the recommendation of the Nomination Remuneration & CompensationCommittee framed a policy for selection and appointment of Directors Senior Managementand their remuneration. The Remuneration Policy is stated in the Corporate GovernanceReport.

Energy Technology Absorption and Foreign Exchange

Information required under Section 134 (3)(m) of the Companies Act 2013 read withRule 8(3) of the Companies (Accounts) Rules 2014 with respect to conservation ofenergy technology absorption and foreign exchange earnings and outgo is included in(Annexure ‘E’).

Acknowledgement

The Board appreciates and places on record the contribution made by the employeesduring the year under review. The Board also places on record their appreciation of thesupport of all stakeholders particularly shareholders customers bankers suppliers andbusiness partners.

Cautionary Note

The statements forming part of the Director’s Report may contain certain forwardlooking remarks within the meaning of applicable securities laws and regulations. Manyfactors could cause the actual results performance or achievements of the Company to bematerially different from any future results performances or achievements that may beexpressed or implied by such forward looking statements.

For and behalf of the Board of Directors
Sunil Biyani Udita Jhunjhunwala
Place: Mumbai (Director) (Director)
Date: August 12 2016 DIN: 00006583 DIN: 00120951

ANNEXURE ‘A’ TO THE BOARD’S REPORT

Form AOC-1

(Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 ofCompanies (Accounts) Rules 2014)

Statement containing salient features of the financial statement ofsubsidiaries/associate companies/joint ventures.

Part "A": Subsidiaries

(Information in respect of each subsidiary to be presented with amounts in Rs.)

Sl. No. Particulars Subsidiaries
1. Name of the subsidiary -
2. Reporting period for the subsidiary concerned if different from the holding company’s reporting period -
3. Reporting currency and Exchange rate as on the last date of the relevant Financial year in the case of foreign subsidiaries -
4. Share capital -
5. Reserves & surplus -
6. Total assets -
7. Total Liabilities -
8. Investments -
9. Turnover -
10. Profit before taxation -
11. Provision for taxation -
12. Profit after taxation -
13. Proposed Dividend -
14. % of shareholding -

Notes: The following information shall be furnished at the end of the statement:

1. Names of subsidiaries which are yet to commence operations – Nil

2. Names of subsidiaries which have been ceased to be subsidiaries during the year areas follows:

i. Rain Fruits & More Private Limited

ii. Galaxy Rain Restaurants Private Limited

Part "B": Associates and Joint Ventures

Statement pursuant to Section 129 (3) of the Companies Act 2013 related to AssociateCompanies and Joint Ventures

Name of Associates/Joint Ventures Nil
1. Latest audited Balance Sheet Date -
2. Shares of Associate/Joint Ventures held by the company on the year end
No. -
Amount of Investment in Associates/Joint Venture -
Extend of Holding% -
3. Description of how there is significant influence -
4. Reason why the associate/joint venture is not consolidated -
5. Net worth attributable to shareholding as per latest audited Balance Sheet -
6. Profit/Loss for the year
i. Considered in Consolidation -
ii. Not Considered in Consolidation -

1. Names of associates or joint ventures which are yet to commence operations. - NIL

2. Names of associates or joint ventures which have been liquidated or sold during theyear - NIL

For and behalf of the Board of Directors
Sunil Biyani Udita Jhunjhunwala
Place: Mumbai (Director) (Director)
Date: August 12 2016 DIN: 00006583 DIN: 00120951

ANNEXURE ‘B’ TO THE BOARD’S REPORT

DETAILS PERTAINING TO REMUNERATION AS REQUIRED UNDER SECTION 197(12) OF THE COMPANIESACT 2013 READ WITH RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OFMANAGERIAL PERSONNEL) RULES 2014.

i. The Directors of the Company does not draw remuneration from the Company. Hence theratio of the remuneration of each director to the median remuneration of the employees ofthe Company cannot be determined.

ii. The percentage increase in remuneration of Compliance Officer during the financialyear 2015-16 is as under:

Name of KMP Designation and Remuneration of Director/KMP for financial year 2015-16 % increase in Remuneration in the Financial Year 2015-16
(Rs. in lakh)
Mr. Vikas Kedia Compliance Officer 5.02 12%

iii. The Median Remuneration of Employees (MRE) of the Company during the financialyear was Rs. 11623/- previous period it was Rs. 10733/-.

iv. There are 31 permanent employees on the rolls of Company as on March 31 2016.

v. Average percentage increase/decrease made in the salaries of employees other thanthe managerial personnel in the last financial period i.e. 2014-15 was around 12%.

vi. The Company affirms that the remuneration is as per the Remuneration Policy of theCompany.

DETAILS PERTAINING TO REMUNERATION AS REQUIRED UNDER SECTION 197(12) OF THE COMPANIESACT 2013 READ WITH RULE 5(2) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OFMANAGERIAL PERSONNEL) RULES 2014.

i. There were no employees in the Company who were drawing a remuneration throughoutthe financial year 2015-16 as stipulated in Rule 5 (2) (i).

ii. There were no employees in the Company who were drawing a remuneration for the partof the financial year 2015-16 as stipulated in Rule 5 (2) (ii).

iii. The Directors of the Company does not draw remuneration from the Company and noneof the employees directly or indirectly holds more than 2% of the equity shares of theCompany.

For and on behalf of the Board of Directors
Sunil Biyani Udita Jhunjhunwala
Place : Mumbai Director Director
Date : August 12 2016 DIN: 00006583 DIN: 00120951