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Galore Prints Industries Ltd.

BSE: 526679 Sector: Industrials
NSE: N.A. ISIN Code: INE648C01014
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Galore Prints Industries Ltd. (GALOREPRINTS) - Director Report

Company director report

To

The Members

Your Directors are pleased to present to the valued stakeholders the 29thAnnual Report of Galore Prints Industries Limited along with the Audited FinancialStatements of the Company for the Year ended March 31st 2017.

FINANCIAL HIGHLIGHTS- AT A GLANCE

> Overall Performance of your Company

• The Financial Year 2016-17 had been a little tumultuousfor the Company as yourCompany has shown a conventional performance during the year under review. The net loss ofyour Company had gone up from Rs. 260130 (2015-16) to Rs. 207750 (2016-17).

> The financial summary performance highlights operations/state of affair of yourCompany for the year are summarized below:

PARTICULARS

Standalone

2016-17 2015-16
Income from Business Operations - -
Other Income - -
Total Income - -
Less: Expenditure except Depreciation 207750 260130
Profit/Loss before Interest Depreciation and Tax (207750) (260130)
Less: Interest and other Financial Charge(s) - -
Profit/Loss before Depreciation and Tax (207750) (260130)
Less: Depreciation - -
Profit/Loss before Tax (207750) (260130)
Less: Tax Expense - -
Add: Deferred Tax Asset - -
Net Profit/Loss after Tax (207750) (260130)
Earnings per share:
Basic (0.06) (0.06)
Diluted (0.06) (0.06)

DIVIDEND

No Dividend was declared for the current financial year due to loss incurred by theCompany. RESERVES

The Board proposes no amount to transfer to the reserves as the company is runningunder loss. DEPOSITS

During the year under review the Company has not accepted any deposits in terms of section73 of the Companies Act 2013 to be read with the Companies (Acceptance ofDeposits) Rule 2014 as amended from time to time and also no amount wasoutstanding on account of principal or interest thereon as on the date of the BalanceSheet.

SUBSIDIARY / ASSOCIATE/ JOINT VENTURES COMPANIES OF THE COMPANY

The Company is not having any Subsidiary Company/ Joint Venture/ Associate Companyduring the financial year 2016-2017.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review as stipulatedunder Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 is presented in a separate section of this Annual Report.

CHANGE IN NATURE OF BUSINESS

During the year under review there was no change in nature of business of the Company.

CHANGE IN DIRECTORS /KEY MANAGERIAL PERSONNEL DURING THE YEAR

During the year under review no change has taken place in the composition of Board ofDirectors.

Mr. Mahesh Kumar Rustagi (DIN: 02861938) Director will be retiring by rotation at theensuing Annual General Meeting and being eligible offershimselffor re-appointment. TheBoard recommends his re-appointment to the Board of the Company at the ensuing AnnualGeneral Meeting.

STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SECTION 149(6) OFCOMPANIES ACT 2013

All Independent Directors have given declarations under section 149(7)that they meetthe criteria of Independence as laid down under section 149(6) of the Companies Act 2013and Rules made thereunder to be read with SEBI (Listing Obligation & DisclosureRequirement) Regulation 2015.

DISCLOSURE OF CHANGE IN ACCOUNTING TREATMENT IN FINANCIAL STATEMENTS

During the period under review there were no changes in the Accounting treatment inthe Financial Statements for the financial year 2016-17 different from that as prescribedin Accounting Standards prescribed by the Institute of Chartered Accountants of India(ICAI).

EXTRACT OF ANNUAL RETURN

The details forming part of extract of Annual Return under sub section 3 of Section 92of the Companies Act 2013 in Form MGT-9 is annexed herewith as "AnnexureA".

NUMBER OF MEETINGS OF THE BOARD

During the year under review Five Board MeetingsFour Audit Committee MeetingsOneNomination & Remuneration Committee MeetingOne Stakeholders' RelationshipCommitteeMeeting andOne Internal Compliant Committee Meeting were convened and held. Allthe Meetings including Committee Meetings were duly held and convened and the interveninggap between two consecutivemeetings was within the period prescribed under the CompaniesAct 2013 to be read with the SEBI(Listing Obligations &Disclosure Requirements)Regulations 2015.

AUDIT COMMITTEE

The Audit Committee of the Company is constituted in line with the provisions ofsection 177 of the Companies Act 2013 to be read with Regulation 18 of the SEBI (ListingObligation & Disclosure Requirement) Regulation 2015.

NOMINATION & REMUNERATION COMMITTEE

The Nomination & Remuneration Committee of the Company is constituted in line withthe provisions of section 178 of the Companies Act 2013 to be read with Regulation 19 ofthe SEBI (Listing Obligation & Disclosure Requirement) Regulation 2015.

STAKEHOLDERS' RELATIONSHIP COMMITTEE

The Stakeholders' Relationship Committee of the Company is constituted in line with theprovisions of section 178 of the Companies Act 2013 to be read with Regulation 20 of theSEBI (Listing Obligation & Disclosure Requirement) Regulation 2015.

VIGIL MECHANISM COMMITTEE

The Vigil Mechanism Committee of the Company is constituted in line with the provisionsof section 177 of the Companies Act 2013 to be read with Regulation 22 of the SEBI(Listing Obligation & Disclosure Requirement) Regulation 2015.

BOARD ANNUAL EVALUATION

The provisions ofsection 134(3)(p) of the Companies Act 2013 read with SEBI (ListingObligations & Disclosure Requirements) Regulations 2015 mandate that a Formal AnnualEvaluation is to be made by Board of its own performance and that of its Committee andindividual Directors. Schedule IV of the Companies Act 2013 states that performanceevaluation of the Independent Director shall be done by Directors excluding the Directorbeing evaluated. The Board carried out a formal annual performance evaluation as per thecriteria/framework laid down by the Nomination & Remuneration Committee of the companyand adopted by the Board. The evaluation was carried out through a structured evaluationprocess to judge the performance of individual Directors including the Chairman of theBoard. They were evaluated on parameters such as their education knowledge experienceexpertise skills behavior leadership qualities level of engagement & contributionindependence of judgment decision making ability for safeguarding the interest of theCompany stakeholders and its shareholders.

The performance evaluation of the Independent Directors was carried out by the entireBoard except the participation of concerned Independent Director whose evaluation was tobe done. The performance evaluation of the Chairman and the Non Independent Directors wascarried out by the Independent Directors. The Board was satisfied with the evaluationprocess and approved the evaluation results thereof.

REMUNERATION POLICY OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board on the recommendation of Nomination &Remuneration Committee framed apolicy for selection andappointment of Directors Senior Management Personnel and fixationof theirremuneration thereof. The Policy contains inter-alia directors' appointmentandremuneration including criteria for determining qualificationspositive attributesindependence of a Director etc.

FAMILIARIZATION POLICY

Pursuant to the provisions of Regulation 25(7) of Listing Regulations 2015 theBoardhas framed a policy to familiarize Independent Directors about the Company.

STATUTORY AUDITOR SECRETARIAL AUDITOR& COST AUDITOR WITH THETR QUALIFICATION.RESERVATION ORADVERSE REMARKS ALONG WITH THE EXPLANATION OR COMMENTS BY THE DIRECTORS

A. STATUTORY AUDITOR

The members at the Annual General Meeting held on 30.09.2017 appointed M/s M/s Prem P.Lamba & Co. Chartered Accountants (Registration No. 004244N) as Statutory Auditors ofthe Company for a period of 1 year to hold office till the conclusion of next AnnualGeneral Meeting of the Company subject to ratification at every AGM. Their period ofoffice will expire at the ensuing Annual General Meeting. Thereforethe auditors haveexpressed their willingness to continue to act as Statutory Auditor for the Financial Year2017-18.

Qualification (s) and Directors' comments on the report of Statutory Auditor:

The Notes on Accounts and observations of the Auditors in their Report on the Accountsof the Company are self-explanatory and in the opinion of the Directors do not call forany further clarification(s). Also the report submitted by the Auditor is unqualified.

B. SECRETARIAL AUDITOR

Pursuant to provision of section 204 of the Companies act 2013 read with theCompanies (Appointment and Remuneration of Managerial Personnel) Rule 2014 the Companyhas appointed Mr. Parveen Rastogi Practising Company Secretary to undertakeSecretarial Audit of the Company.

The Secretarial Audit was conducted by Mr. Parveen Rastogi Practicing CompanySecretary and the report thereon is annexed herewith as "Annexure- B".

Qualification (s) and Directors' comments on the report of Secretarial Auditor:

The observation made by the Secretarial Auditor in its report is given below:

1. The Company has not appointed a Whole Time Company Secretary pursuant to Section 203of the Companies Act 2013.

2. The Company has not appointed a Chief Financial Officer pursuant to Section 203 ofthe Companies Act 2013.

Reply of Management for observation made by the Secretarial Auditors in their report:

1. In respect of observation pertaining to Section 203 of the Companies Act 2013 forthe appointment of Company Secretary it was replied by the management that the company isin process of searching right candidate for the post of company secretary.

2. In respect of observation pertaining to Section 203 of the Companies Act 2013 forthe appointment of Chief Financial Officer it was replied by the management that thecompany is in process of searching right candidate for the post of Chief FinancialOfficer.

INTERNAL AUDIT

The Company had appointed Internal Auditor for the period 2016-2017 to carry out theInternal Audit Functions. The Internal Auditor submits a "Quarterly Report" tothe Audit Committee.

DETAILS TN RESPECT OF FRAUDS REPORTED BY AUDITOR

There were no instances of fraud those have been observed by the Statutory Auditorduring audit of the financial statements for the financial year 2016-17 which arerequired to be disclosed by the company in its Board Report under Section 143 (12) of theCompanies Act 2013.

PARTICULAR OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT2013

The Company has not given any loan(s) or guarantee(s) and has not made any investmentcovered under the provision of the section 186 of the Companies Act 2013 during the yearunder review.

PARTICULAR OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES UNDER SECTION 188 OF THECOMPAIES ACT 2013

In the financial year 2016-2017 company did not enter into any contracts orarrangements with any related party. Form AOC-2 has also been attached with this report as"Annexure C"

MATERIAL CHANGES AND COMMITMENTS IF ANY

There are no material changes or commitments noticed by the Board between the end offinancial year of the companyas on 31st March 2017 and the date of thisReport.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNALSIMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE

To the best of the Management's knowledge no significant and material order(s) werepassed by any regulator(s) or courts or tribunals which could impact the going concernstatus and company's operation in future.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS ANDOUT-GO

The provisions of Section 134(3)(m) of the Companies Act 2013 do not apply to ourCompany. There was no foreign exchange inflow or Outflow during the year under review.

RISK MANAGEMENT

The provisions of SEBI Regulations for formation of Risk Management Committee are notapplicable to the Company. However as per section 134 (3) (n) of Companies Act 2013 thecompany regularly maintains a proper check in normal course of its business regarding riskmanagement. Currently the company does not identify any element of risk which maythreaten the existence of the company.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The company does not fall under the criteria of net worth turnover or profit forapplicability of Corporate Social Responsibility (CSR) provisions as per Section 135 ofthe Companies Act 2013 hence the same are not applicable to the company for the periodunder review.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

As per Regulation 22 of the SEBI Regulations 2015 in order to ensure that theactivities of the Company & its employees are conducted in a fair & transparentmanner by adoption of highest standards of professionalism honesty integrity and ethicalbehavior the company has adopted a vigil mechanism policy.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

As per the requirement of "The Sexual Harassment of Women at Workplace(Prevention Prohibition &Redressal) Act 2013" and Rules made thereunder yourCompany has constituted Internal Complaints Committee (ICC) at its workplaces. During theyear no complaints were filed with the Company.

CORPORATE GOVERNANCE REPORT

The company is committed to maintain and adhere to the highest standard of CorporateGovernance Practices.

Pursuant to regulation 34 (3) read with schedule V of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 Report of Corporate Governance have beenincluded in this report as separate section. A certificate from M/s Prem P. Lamba &Co. Chartered Accountants regarding compliance of condition of Corporate Governance asstipulated in regulation 34(3) read with Schedule V of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 has also been include in this Annual Report.

HUMAN RESOURCE

The relationship with employees continues to be harmonious. The company always considerits human resource as its most valuable asset. Imparting adequate and specialized trainingto its employees is ongoing exercise in the company.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has a robust and comprehensive Internal FinancialControl systemcommensurate with the size scale and complexityof its operation. The system encompassesthe major processes toensure reliability of financial reporting compliance withpoliciesprocedures laws and regulations safeguarding of assets andeconomical andefficient use of resources.

The Company has performed an evaluation and made anassessment of the adequacy and theeffectiveness of the Company'slnternal Financial Control System. The Statutory Auditors oftheCompany have also reviewed the Internal Financial Control systemimplemented by theCompany on the financial reporting and intheir opinion the Company has in all materialrespects adequateInternal Financial Control system over Financial Reporting andsuchControls over Financial Reporting were operating effectively as on 31stMarch 2017 based on the internal control over financial reporting criteria established bythe Company.

The policies and procedures adopted by the Company ensuresthe orderly and efficientconduct of its business and adherenceto the company's policies prevention and detectionof frauds and errors accuracy & completeness of the records and the timelypreparationof reliable financial information.

The Internal auditors continuously monitor the efficacy of internal controls with theobjective of providing to the Audit Committee and the Board an independent objective andreasonable assurance on the adequacy and effectiveness of the organization's riskmanagement with regard to the internal control framework.

Audit committee meets regularly to review reports submitted by the Internal Auditors.The Audit Committee also meet the Company's Statutory Auditors to ascertain their views onthe financial statements including the financial reporting system and compliance toaccounting policies and procedures followed by the Company.

LISTING AGREEMENT

The shares of the Company are presently listed at BSE.

PERSONNEL RELATIONS

Your Directors hereby place on record their appreciation for the services rendered byexecutives staff and other workers of the Company for their hard work dedication andcommitment. During the year under review relations between the Employees and theManagement continued to remain cordial.

CODE OF CONDUCT

The Board of Directors has laid down the code of conduct for all Board Members andmembers of the Senior Management of the Company. Additionally all Independent Directorsof the company shall be bound by duties of Independent Directors as set out in CompaniesAct 2013 to be read with SEBI Listing Regulations 2015.

All Board Membershave affirmed compliance with the Code of Conduct.

PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197 read with Rule 5 of The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect of employeesof the Company is as follows:

The company has One Executive Directors and the company does not pay any remunerationto them. Further no sitting fee has been paid to any director during the year.Further nositting fee has been paid to any director during the year.

The particulars of the employees who are covered by the provisions contained in Rule5(2) and rule 5(3) of Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 are:

a) Employed throughout the year Nil
b) Employed for part of the year Nil

The remuneration paid to all Key Managerial Personnel was in accordance with theremuneration policy as adopted by the company.

DIRECTOR'S RESPONSIBILITY STATEMENT

In terms of Section 134(3) of the Companies Act 2013 the Directors would like tostate as follows:

(a) In the preparation of the Annual Accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures;

(b) the Directors had selected such accounting policies and applied them consistentlyand made judgments & estimates that are reasonable and prudent so as to give a true& fair view of the state of affairs of the company at the end of the financial yearand of the loss of the Company for that period ;

(c) The Directors had taken proper & 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 & detecting fraud & otherirregularities;

(d) The Directors had prepared the Annual Accounts on a going concern basis;

(e) The Directors had laid down Internal Financial Controls to be followed by theCompany and such controls are adequate and are operating effectively;

(f) The Directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

ACKNOWLEDGEMENT

Your Directors would like to express their sincere appreciation forassistance andco-operation received from the various stake holdersincluding FinancialInstitutionsBanks Governmental authoritiesand other business associates who haveextended their valuablesupport and encouragement during the year under review.

Your Directors take the opportunity to place on record their deepappreciation of thecommitted services rendered by the employeesat all levels of the Company who havecontributed significantlytowards Company's performance and for enhancing itsinherentstrength. Your Directors also acknowledge with gratitude theencouragement andsupport extended by our valued stakeholders.

By Order of the Board of Directors
For Galore Prints Industries Limited
Sd/- Sd/-
Rajesh Kumar Rustagi Mahesh Kumar Rustagi
Director Director
Date:18.08.2017 DIN:01684298 DIN:02861938
Place: Delhi