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Gallops Enterprise Ltd.

BSE: 531902 Sector: Financials
NSE: N.A. ISIN Code: INE755J01012
BSE 05:30 | 01 Jan Gallops Enterprise Ltd
NSE 05:30 | 01 Jan Gallops Enterprise Ltd

Gallops Enterprise Ltd. (GALLOPSENTERP) - Director Report

Company director report

To

The Members

Your Directors are pleased to present the Twenty Third Annual Report together with theaudited accounts of the company for the year ended on 31st March 2017. Thesummarized financial results for the year ended 31stMarch 2017 are as under:

Financial Results:

Particulars

Financial Year 2016-17

Financial Year 2015-16

(Amount in Rs.)

(Amount in Rs.)

Revenue from Operations - -
Other Income 6376 10316
Total Income 6376 10316
Less:
Total Expenditure 322683 430330
Profit/(Loss) Before Tax (316307) (420014)
Less:
Total Tax Expenses - -
Profit After Tax (316307) (420014)

Operations:

During the year under review the company has earned Total Income of Rs.6376/-(RupeesSix Thousand Three Hundred Seventy Six only) whereas Total Expenditure of Rs.322683/-(Rupees Three Lakhs Sixteen Thousand Three Hundred Seven Only). The net Lossfor the year under review has been Rs. 316307/- (Rupees Three Lakhs SixteenThousand Three Hundred Seven Only).Your Directors are continuously looking for avenues forfuture growth of the company.

Change in the Nature of Business:

There has been no change in the nature of the business during the financial year2016-17.

Dividend:

Your Directors have not recommended any dividend for the year ended 31st March 2017.

Transfer to Reserves:

The company has not transferred any amount to General Reserves during the financialyear 2016-2017.

Deposits:

During the year under review your Company has not accepted or renewed any Depositwithin the meaning of Section 73 of the Companies Act 2013 read with the Companies(Acceptance of Deposits) Rules 2014. Hence the requirement of furnishing details ofdeposits which are not in compliance with Chapter V of the Act is not applicable.

Change in Share Capital:

During the financial year 2016-17 there has been no change in the share capital of thecompany.

Disclosure regarding Issue of Equity Shares with Different Rights:

The company has not issued any equity shares with differential voting rights during theFinancial year and it is therefore not required to make disclosures specified in Rule 4(4) of Companies (Share Capital and Debenture) Rules 2014.

Disclosure regarding issue of Sweat Equity Shares:

The company has not issued any Sweat Equity Shares during the financial year and it istherefore not required to make disclosures specified in Rule 8 (13) of Companies (ShareCapital and Debenture) Rules 2014.

Disclosure regarding issue of Employee Stock Option:

The company has not issued any shares under Employee Stock Option Scheme during thefinancial year and it is therefore not required to make disclosures specified in Rule 12(9) of Companies (Share Capital and Debenture) Rules 2014.

Extract of Annual Return:

The Extract of Annual return in form no. MGT – 9 pursuant to section 92(3) of theCompanies Act 2013 and rule 12(1) of the Companies (Management and Administration) Rules2014 as on the financial year ended on March 31 2017is annexed herewith as Annexure– I to this report.

Particulars of Loan Guarantees and Investment:

Particulars of loans guarantees and investments covered under the provisions ofSection 186 of the companies Act 2013 are given in the notes to the financial statements.

Contracts or arrangements with Related Parties under Section 188(1) of the CompaniesAct 2013:

With reference to Section 134(3)(h) of the Companies Act 2013 contracts andarrangements with related parties under Sectin 188(1) of the Act entered by the Companyduring the financial year were in the ordinary course of business.

Your attention is drawn to the Related Party disclosures set out in the notes formingpart of accounts.

Conservation of Energy Technology Absorption and Foreign Exchange Earnings and Outgo:

Considering the nature of activities undertaken by the company during the year underreview the provisions in respect of conservation of energy and technology absorption isnot applicable to the company. Therefore particulars relating to Conservation of Energyand Technology Absorption are not forming part of the Annual Report.

Further during the year under review details of foreign exchange earnings and outgoare as given below:

Particulars

Financial Year 2016-17

Financial Year 2015-16

(In Rs.)

(In Rs.)

Earning in Foreign Currencies NIL NIL
Expenditure in foreign Currency NIL NIL

Material changes and commitments affecting the financial position of the company:

There are no material changes and commitments affecting financial position of thecompany which have occurred between the end of financial year and date of report.

Subsidiaries Joint Ventures and Associate Companies:

During the year under review none of the companies has become or ceased to beCompany's subsidiaries joint ventures or associate companies.

Report on the performance and financial position of each of the subsidiariesassociates and joint venture companies:

During the year under review none of the companies have become or ceased to beCompany's subsidiaries joint ventures or associate companies therefore Report on theperformance and financial position of each of the subsidiaries associates and jointventure companies is not require to be given.

Board of Directors and Key Managerial Personnel

Constitution of Board

During the beginning of the Financial Year 2016-17 the Board of the Company comprisedof Five Directors out of which three were Promoter Directors and two were non-promoterIndependent Directors and same at the end of the Financial Year 2017 and as on the date ofthis report as follows:

No. of Committee^
Name of Director Category Cum Designation Date of Appointment at current designation Total Director ship in which Director is Members in which Director is Chairman
Mr. Narsinh. G. Patel Managing Director (Promoter) 1st April2016 11 2 --
Mr. Naginbhai G. Patel Executive Director (Promoter) 28th April2008 12 1 --
Ms. Pooja N. Patel Non-Executive Director (Promoter) 1st April2016 4 -- --
Mr. Amrish Patel Independent Director 11th November 2014 2 2 2
Mr. Bhanubhai Patel Independent Director 1st April2016 1 1 --

^ Committee includes Audit Committee and Stakeholders' Relationship Committee acrossall Public Companies and details as on 31st March 2017.

The composition of Board complies with the requirements of the Companies Act 2013.Further in pursuance of Regulation 15(2) of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 ("Listing Regulations") the Company is exemptedfrom requirement of having composition of Board as per Listing Regulations.

None of the Directors of Board is a member of more than ten Committees or Chairman ofmore than five committees across all the Public companies in which they are Director. Thenecessary disclosures regarding Committee positions have been made by all the Directors.

During the year Ms. Pooja Patel (DIN: 2233585) directors of the company retires byrotation and being eligible offers herselffor reappointment.

In accordance with Section 203 of the Companies Act 2013 the Company has followingKey Managerial Personnel at the end of the financial year and as on date of the BoardReport.

1. Mr. Narsinh G. Patel – Managing Director

2. Mr. Mukesh Patel – Chief Financial Officer and Compliance Officer

Declaration by Independent Director:

As per the requirements of the Companies Act 2013 declaration by the IndependentDirectors pursuant to section 149 (6) Companies Act 2013 has received by company.

No. of Board Meetings:

During the financial year 2016-17 5meetings of the Board of Directors of the companywere held on 01/04/2016 14/05/2016 13/08/2016 09/11/2016 and 30/01/2017.

Performance 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 inputsfrom all the directors on the basis of the criteria such as the board composition andstructure effectiveness of board processes information and functioning etc.

• The performance of the committees was evaluated by the board after seekinginputs from the committee members on the basis of the criteria such as the composition ofcommittees effectiveness of committee meetings etc.

• The board and the nomination and remuneration committee reviewed the performanceof the individual 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 performance of 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.

Directors' Responsibility Statement:

In accordance with the provisions of Section 134 (3) (c) read with section 134 (5) ofthe Companies Act 2013the Board of Directors states:

1) That in the preparation of the annual accounts the applicable accounting standardshad been followed along with proper explanation relating to material departures if any;

2) That the directors have selected such accounting policies and applied themconsistently and made judgments and estimates that are 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 and loss of the Company for that period;

3) That the directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities;

4) That the Directors have prepared the annual accounts on a going concern basis;

5) That the Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively;

6) The directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

Particulars of Employees:

The Company has not employed any employee except the Chief Financial Officer. Furtherdetails of Remuneration paid to Chief Financial Officer is provided under the extract ofAnnual Return in Form MGT-9 along with the details of remuneration paid to ManagingDirector. Hence the information required under Section 197(12) of the Companies Act 2013and rule 5(2) and 5(3) of Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 is not given separately.

Receipt of Commission/Remuneration:

The Directors of the Company have not received any Remuneration/Commission from thecompany during the financial year 2016-17.

Details Of Significant And Material Orders Passed By The Regulators Or Courts OrTribunals Impacting The Going Concern Status And Company's Operations In Future:

The Company has not received any significant and material orders passed by theRegulators or Courts or Tribunals impacting the going concern status and Company'soperations in Future.

Internal Financial Control System:

The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. The Company has an Internal Audit Department with adequateexperience and expertise in internal controls operating system and procedures. Indischarging their role and responsibilities the department is supported by an externalaudit firm. The Internal Audit Department reviews the adequacy of internal control systemin the Company its compliance with operating systems and laid down policies andprocedures. Based on the report of internal audit function process owners undertakecorrective actions in their respective areas and thereby strengthen the controls.Significant audit observations and corrective actions thereon are presented to the AuditCommittee of the Board.

Disclosures under Sexual Harassment of Women at workplace (Prevention Prohibition& Redressal) Act 2013:

During the year under review no complaints were received on Sexual Harassment.

Risk Management

The Company is aware of the risks associated with the business. It regularly analysesand takes corrective actions for managing/ mitigating the same. The Company has framed aRisk Management Framework for risk assessment and risk minimization which is periodicallyreviewed to ensure smooth operation and effective management control. The Audit Committeealso reviews the adequacy of the risk management framework of the Company the key risksassociated with the business and measure and steps in place to minimize the same.

Corporate Social Responsibility:

Under Section 135 of the Companies Act 2013 the provision of Corporate SocialResponsibility is not applicable to the company for the financial year 2016-17.

Committees of Board

Your Company has constituted several Committees in compliance with the requirements ofthe relevant provisions of applicable laws and statutes details of which are givenhereunder.

1. Audit Committee

Audit Committee meeting is generally held once in quarter for the purpose ofrecommending the quarterly/half yearly/ yearly financial results and the gap between twomeetings did not exceed one hundred and twenty days. Additional meeting is held for thepurpose of reviewing the specific item included in terms of reference of the Committee.The Audit Committee met four times during the financial year 2016-17 viz;14/05/201613/08/2016 09/11/2016 and 30/01/2017. The composition of the Committee and the details ofmeetings attended by its members are given below:

Sr. No. Name of Director Number of meetings during the financial year 2016 -17
Held Attended
1 Mr. Amrish Patel (Chairman) 4 4
2 Mr. Bhanubhai Patel (M) 4 4
3 Mr. Narsinhbhai Patel (M) 4 4

Further the Audit committee Comprises of the following directors as on the date of theBoard Report.

Sr. No. Name of Director Category Designation
1 Mr. Amrish Patel Independent Director Chairman
2 Mr. Bhanubhai Patel Independent Director Member
3 Mr. Narsinhbhai Patel Executive Director Member

Mr. Amrish Patel the Chairman of the Committee had attended last Annual GeneralMeeting of the Company held on 30th September 2016.

Recommendations of Audit Committee wherever and whenever given have been accepted bythe Board.

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 atwww.gallopsenterprise.com.

2. Nomination and Remuneration Committee

The Company has formed Nomination and Remuneration committee in line with theprovisions Section 178 of the Companies Act 2013. Nomination and Remuneration Committeemeetings are generally held for identifying the person who is qualified to becomeDirectors and may be appointed in senior management and recommending their appointmentsand removal. During the year under review two meetings were held on 1st April2016 & 9thNovember 2016 inter alia to recommend the appointment ofDirector and KMP's and to review the performance of Directors of the Company. Thecomposition of the Committee and the details of meetings attended by its members are givenbelow:

Sr. No. Name of Director Number of meetings during the financial year 2014 -15
Held Attended
1 Mr. Amrish Patel (Chairman) 2 2
2 Mr. Bhanubhai Patel (M) 2 2
3 Ms. Pooja Patel (M) 2 2

Further the Nomination and Remuneration committee Comprises of the following directorsas on the date of the Board Report.

Sr. No. Name of Director Category Designation
1 Mr. Amrish Patel Independent Director Chairman
2 Mr. Bhanubhai Patel Independent Director Member
3 Ms. Pooja Patel Non-Executive Director Member

Nomination and Remuneration Policy

The Company has in order to attract motivated and retained manpower in competitivemarket and to harmonize the aspirations of human resources consistent with the goals ofthe Company and in terms of the provisions of the Companies Act 2013 devised a policy onNomination and Remuneration of Directors Key Managerial Personnel and Senior Management.Key points of the Policy are:

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.

• 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 satisfyitself with regard to the independent nature of the Director vis--vis the Company so asto enable the Board to discharge its function and duties effectively.

B. Policy on remuneration of Director key managerial personnel and senior managementpersonnel

The Company's remuneration policy is driven by the success and performance of theDirector KMP and Senior Management Personnel vis--vis the Company. The Company'sphilosophy is to align them and provide adequate compensation with the Objective of theCompany so that the compensation is used as a strategic tool that helps us to attractretain and motivate highly talented individuals who are committed to the core value of theCompany.

The Nomination and Remuneration Policy as adopted by the Board of Directors is placedon the website of the Company at www.gallopsenterprise.com.

3. Stakeholders Relationship Committee

The Company has constituted Stakeholder's Relationship Committee mainly to focus on theredressal of Shareholders' / Investors' Grievances if any like Transfer / Transmission /Demat of Shares; Loss of Share Certificates; Non-receipt of Annual Report; DividendWarrants; etc. During the year under review Stakeholders Relationship Committee met Threetimes during the financial year 2016-17 on13/08/2016 09/11/2016 and 30/01/2017.

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

Sr. No. Name of Director Number of meetings during the financial year 2016 -17
Held Attended
1. Mr. Amrish Patel (Chairman) 3 3
2. Mr. Narsinhbhai Patel (M) 3 3
3. Mr. Naginbhai Patel (M) 3 3

Further the Stakeholder's Relationship Committee Comprises of the following directorsas on the date of the Board Report.

Sr. No Name of Director Category Designation
1 Mr. Amrish Patel Independent Director Chairman
2 Mr. Narsinhbhai Patel Executive Director Member
3 Mr. Naginbhai Patel Executive Director Member

Corporate Governance and Management Discussion & Analysis:

The Company has been pro-active in following the principles and practices of goodCorporate Governance. However pursuant to Regulation 15(2) of SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 the Company is not required to mandatorilycomply with the provisions of certain regulations of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 and therefore provision relating to CorporateGovernance and Management Discussion & Analysis are not applicable to the company andtherefore Corporate Governance report and Management Discussion & Analysis are notforming part of the Annual Report. Although few of the information are provided in thisreport of Directors under relevant heading. The Company has complied with applicableprovisions of Corporate Governance of the Companies Act 2013.

Secretarial Auditor:

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed Ms. Ankita Patel Practicing Company Secretary (COP No. : 16497) Ahmedabad toundertake the Secretarial Audit of the Company for the financial year 2016-17. TheSecretarial Audit Report is annexed herewith as Annexure – 2.

The Secretarial Audit Report contains few annotations and company is in process toresolve the same.

Statutory Auditors:

As per the provisions of Section 139 of the Companies Act 2013 the term of office ofM/s. P Doshi & Associates Chartered Accountants (ICAI Registration No. 102740W) asStatutory Auditors of the Company will conclude from the close of the forthcoming AnnualGeneral Meeting of the Company.

The Board of Directors places on record its appreciation for the services rendered byM/s. P Doshi & Associates as the Statutory Auditors of the Company.

Subject to the approval of the Members the Board of Directors of the Company hasrecommended the appointment of M/s S K Jha &Co. Chartered Accountants (ICAI FirmRegistration No. 126173W/100106) as the Statutory Auditors of the Company pursuant toSection 139 of the Companies Act 2013.

Members' attention is drawn to a Resolution proposing the appointment of M/s S K Jha& Co Chartered Accountants as Statutory Auditors of the Company which is included atItem No. 3 of the Notice convening the Annual General Meeting.

Auditors Report:

The report of M/s. P. Doshi & Associates the Statutory Auditors along with notesto Financial Statements is enclosed to this annual report. The observations made in theAuditors' Report are self-explanatory and therefore do not call for any further comments.

Cost Audit:

Pursuant to Section 148 of the Companies Act 2013 read with The Companies (CostRecords and Audit) Amendment Rules 2014 Cost Audit is not applicable to the company forthe year under review.

Acknowledgement:

The Board expresses its sincere thanks to all the employees customers suppliersinvestors lenders regulatory and government authorities and stock exchanges for theirco-operation and support and look forward to their continued support in future.

Place: Ahmedabad By order of the Board of Directors
Date: September 01 2017 For GALLOPS ENTERPRISE LIMITED
Registered Office:
9th Floor Astron Tech Park Narsinhbhai G. Patel
Near Satellite Police Station Managing Director
Satellite Ahmedabad - 380015 DIN: 00373146
CIN: L65910GJ1994PLC023470