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Gamma Infoway Exalt Ltd.

BSE: 517391 Sector: IT
NSE: N.A. ISIN Code: INE970A01016
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Gamma Infoway Exalt Ltd. (GAMMAINFOWAY) - Director Report

Company director report

To

The Members

GAMMA INFO WAY EXALT LIMITED

Your Directors have pleasure in presenting their Annual Report on the business andoperations of the Company and the accounts for the Financial Year ended March 31 2016.

1. Financial summary or highlights/Performance of the Company

The Company's financial performance for the year under review along-with previousyear's figures are given hereunder;

Particulars 2015-2016 2014-15
Gross Income 0 2481028
Profit Before Interest and Depreciation 0 2481028
Finance Charges 0 0
Gross Profit 0 2481028
Provision for Depreciation 0 0
Net Profit Before Tax -489184 -26669940
Provision for Tax 9C0000 0
Net Profit After Tax 0 0
Balance of Profit brought forward -1389184 -26669940
Balance available for appropriation 0 0
Proposed Dividend on Equity Shares 0 0
Tax on proposed Dividend 0 0
Transfer to General Reserve 0 0
Loss carried to Balance Sheet -1389184 -26669940

2. Brief description of the Company's working during the year under review

During the year your company had not carried on any business.

3. Change in the nature of business if any

During the year your company had not changed its nature of business.

4. Dividend

In view of Carried forward losses. Company had not declared any dividend during theyear under review.

5. Reserves & Surplus

Your company had transferred losses amounting to Rs. 1389184/- to reserves and surplusduring the year under review.

6. Change of Name

Your co mpany had not changed its name during the year under review.

7. Share Capital

Your company had neither increased its authorised capital nor made any allotment duringthe year under review.

i. Buy back of securities

The Company has not bought back any of its securities during the year under review.

ii. Sweat Equity Shares

The company has not issued any Sweat Equity shares during the year under review.

iii. Bonus Shares

The company has not issued any Bonus shares during the year under review.

iv. Employee Stock Option Scheme

The company has not provided any stock option scheme to its employees during the yearunder review.

8. Directors and Key Managerial Persnmn>i

Mr. Sanjay V. Kadam Directors retire by rotation at the forthcoming Annual GeneralMeeting and being eligible offer themselves for reappointment

The Company undertakes to appoint Independent Directors at the earliest and thereafterthe Nomination and Remuneration Committee Stakeholder Relationship Committee and AuditCommittee will be formed.

9. Particulars of Employees

The provisions of Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 is not applicable to your Company.

10. Meetings

A calendar of Meetings is prepared and circulated in advance to the Directors. Duringthe year 9 Board Meetings i.e. on 28.04.2015 19.05.2015 29.07.15 25.08.201501.09.1513.11.15 13.02.16 15.03.16 and 23.03.2016 and were convened and held. The interveninggap between the Meetings was within the period prescribed under the Companies Act 2013.

11. Board Evaluation

Pursuant to the provisions of the Companies Act 2013 the Board has carried out anannual performance evaluation of its own performance the directors individually as wellas the evaluation of the working of its Audit Nomination & Remuneration and otherCommittees.

A structured questionnaire was prepared after taking into consideration inputs receivedfrom the Directors covering various aspects of the Board's functioning such as adequacyof the composition of the Board and its Committees Board culture execution andperformance of specific duties obligations and governance.

12. Details of Subsidiarv/Tomt Ventures/Associate Companies

Your company neither have subsidiary and/or associate companies nor has your companyentered into any joint venture during the year under review.

13. Auditors:

The Auditors M/s Ganesh Natarajan & Associates Chartered Accountants (FRNNo.l41940W) retire at the ensuing Annual General Meeting and being eligible offerthemselves for re-appointment for the financial year 2016-2017.

14. Auditors' Report

The Auditors" Report does not contain any qualification. Notes to Accounts andAuditors remarks in their report are self-explanatory and do not call for any furthercomments.

1.5.Disclosure about Cost Audit

As per the Cost Audit Orders in pursuance to section 148 and all other applicableprovisions of the Companies Act 2013 Cost Audit is not applicable to the Company duringthe year under review.

16.Secretarial Audit Report

There is no malafide intention on the part of the company and delay if any in thematter is inadvertently and caused due to oversight The Company is in process of complyingall requirements of Companies Act 2013 and amended Listing Agreement.

According to provisions of Section 204 of the Companies Act 2013 the SecretarialAudit Report submitted by Company Secretary in Practice is enclosed as a part of thisreport as Annexure -A.

17. Internal Audit & Controls

Due to in-operative business and continuous losses in the company the management wasunable to appoint internal auditors during the year. However the management assures thatthe internal auditors will be appointed at the earliest.

18. Vigil Mechanism :

In pursuant to the provisions of section 177(9) & (10) of the Companies Act 2013a Vigil Mechanism for directors and employees to report genuine concerns has beenestablished.

19. Extract of Animal Return

As required pursuant to section 92(3) of the Companies Act 2013 and rule 12(1) of theCompanies (Management and Administration) Rules 2014 an extract of annual return in MGT9 as a part of this Annual Report as ANNEXURE-B.

20. Material changes and commitments if any affecting the financial position of thecompany which have occurred between the end of the financial year of the company to whichthe financial statements relate and the date of the report

No such changes occurred subsequent to the close of the financial year of the Companyto which the balance sheet relates and the date of the report like settlement of taxliabilities operation of patent rights depression in market value of investmentsinstitution of cases by or against the company sale or purchase of capital assets ordestruction of any assets etc.

21.Conservation of energy technology absorption and foreign exchange earnings andoutgo. The details of conservation of energy technology absorption foreign exchangeearnings and outgo are as follows:

A) Conservation of energy:

Particulars in respect of conservation of energy are NIL.

(B] Technology absorption:

Particulars in respect of conservation of energy are NIL.

(C) Foreign exchange earnings and Outgo:

The Foreign Exchange earned in terms of actual inflows were NIL during the year and theForeign Exchange outgo were NIL during the year in terms of actual outflows.

77-Details of significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and company's operations in future

No such orders were passed against the company by any regulators courts and/ortribunals impacting the going concern status and company's operations in future during theyear under review.

23. Details in respect of adequacy of internal financial controls with reference to theFinancial Statements

Due to continuous losses in the company internal financial controls were not operatedefficiently however the management is planning to set-up internal financial control inplace at the earliest

24. Deposits

Your company had not accepted any deposits during the year under review.

2 5. Particulars of loans guarantees or investments under section 186

Details of Loans:

SL No Date of making loan Details of Borrower Amount Purpose for which the loan is to be utilized by the recipient Time period for which it is given Date of BR Date of SR (if reqd) Rate of Interest Securit y
Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil
Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil

Details of Investments:-

SL No Date of investment Details of Investee Amount (inrs.) Purpose for which the proceeds from investment is proposed to be utilized by the recipient Date of BR Date of SR (if reqd] Expecte d rate of return
1. NIL NIL NIL NIL NIL NIL NIL

Details of Guarantee/Security Provided:

SL No Date of providing security/guar antee Details of recipient Amount Purpose for which the security/guarantee is proposed to be utilized by the recipient Date of BR Date of SR (if any) Commission
Nil Nil Nil Nil Nil Nil Nil Nil
Nil Nil Nil Nil Nil Nil Nil Nil

26. Particulars of contracts or arrangements with related parties:

There were no related party transactions

27. Human Resources

Your Company treats its "human resources" as one of its most importantassets.

Your Company continuously invest in attraction retention and development of talent onan ongoing basis. A number of programs that provide focused people attention are currentlyunderway. Your Company thrust is on the promotion of talent internally through jobrotation and job enlargement

28. Directors' Responsibility Statement

The Directors' Responsibility Statement referred to in clause (c) of sub-section [3] ofSection 134 of the Companies Act 2013 state that:-

(a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;

(b) the directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe profit and loss of the company for that period;

(c) the directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;

(d) the directors had prepared the annual accounts on a going concern basis; and

(e) the directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are not adequate and were not operatingeffectively due to continuing losses in the company.

(f) the directors had devised proper systems to ensure compliance with the provisionsof ail applicable laws and that such systems were not adequate and not operatingeffectively due to continuing losses in the company.

29.Transfer of Amounts to Investor Education and Protection Fund

Your Company did not have any funds lying unpaid or unclaimed for a period of sevenyears. Therefore there were no funds which were required to be transferred to InvestorEducation and Protection Fund (IEPF).

30.Management Discussion and Analysis Report;

A detailed review of operations performance and future outlook of your company isgiven in the Management Discussion and Analysis which forms part of this report

31 .Corporate Governance and Shareholders Information:

Your company is complaint with the requirement of clause 49 of Listing Agreement.Necessary disclosures have been made in this regard in the Corporate Governance Report. Acertificate from Auditors regarding compliance with requirements of corporate governanceas stipulated under clause 49 of listing agreement is attached to this report The reporton corporate governance is included and forms part of this report.

32. Listing with Stock Exchanges:

Your Company is listed with Bombay Stock Exchange

33. Development and Implementation of a Risk Management Policy:

The company has been addressing various risks impacting the company and the policy ofthe company on risk management is provided elsewhere in this Annual Report in ManagementDiscussion and Analysis.

34. Acknowledgements

An acknowledgement to all with whose help cooperation and hard work the Company isable to achieve the results.

For and on behalf of the Board of Directors

For GAMMA INFOWAY EXALT LIMITED

CIN: L32200MH1989PLC052028

Vi jay Shah Jyoti Dedhia
Place: Mumbai Chairman and Managing Director Director DIN;03157676
Date : 05.12.2016 DIN:02143886