The Members of Galaxy Entertainment Corporation Limited
The Directors take pleasure in presenting the Thirty Fifth Annual Report together withthe audited financial statements for the year ended March 31 2017.
The Company's financial performance for the year ended march 31 2017 is summarizedbelow:
| || ||(Rs in lakhs) |
|Particulars ||Year ended 31.03.2017 ||Year Ended 31.03.2016 |
|Revenue from operations ||4174.82 ||4289.69 |
|Other Income ||691.30 ||525.59 |
|Total Income ||4866.12 ||4815.28 |
|Personnel Cost ||70.02 ||200.54 |
|Operating and other expenses ||5915.81 ||4295.38 |
|Total Expenditure ||5985.83 ||4495.92 |
|Profit before Interest Depreciation and Tax ||(1119.71) ||319.36 |
|Less: Interest ||200.87 ||190.28 |
|Less : Depreciation ||100.75 ||268.28 |
|Profit/(Loss) before tax ||(1421.33) ||(139.20) |
|Less Provision for Tax ||- ||- |
|Profit/(Loss) after Tax ||(1421.33) ||(139.20) |
In accordance with Section 136 of the Companies Act 2013 ("Act") theaudited financial statements and related information of the Company are available on ourwebsite www.thegalaxycorp.com. These documents will also be available for inspectionduring business hours at our registered office at mumbai.
The above figures are extracted from the standalone financial statements as per IndianAccounting Standard (Ind AS). For the purpose of transition to Ind AS the Company hasfollowed the guidance prescribed in Ind AS 101 First Time Adoption of Indian AccountingStandards with April 1 2015 as the transition date and IGAAP as the previous GAAP.
Indian Accounting Standards
The ministry of Corporate Affairs (mCA) vide its notification dated February 16 2015notified the Indian Accounting Standards (Ind AS) applicable to certain classes ofcompanies. Ind AS has replaced the existing Indian GAAP prescribed under Section 133 ofthe Companies Act 2013 read with Rule 7 of the Companies (Accounts) Rules 2014. Ind ASis applicable from April 1 2016 with a transition date of April 1 2015 and IGAAP as theprevious GAAP.
The following are the areas which had an impact on account of transition to Ind As: i.measurement of financial liabilities at amortized cost. ii. Employee costs pertaining todefined benefit obligations. iii. Actuarial gain/(loss) on employee defined benefit fundsrecognized in other Comprehensive Income.
The reconciliations and descriptions of the effect of the transition from IGAAP to IndAS have been provided in Note No. 36(B) in the notes to accounts in the standalonefinancial statements.
Your Directors have not recommended any dividend on account of losses incurred duringthe financial year ended March 31 2017. Regulation 43A of the SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 (Listing Regulations) with regard toformulation of Dividend Distribution Policy are not applicable to our Company.
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 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 and its adequacy
The Company has adopted policies and procedures for ensuring the orderly and efficientconduct of its business including adherence to the Company's Policies the safeguardingof its assets the prevention and the detention of fraud error reporting mechanisms theaccuracy and completeness of the accounting records and the timely preparation of reliablefinancial disclosures.
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 basedon a clear understanding of the variety of risks that the organization faces disciplinedrisk monitoring and measurement and continuous risk assessment and mitigation measures.
The Authorized Share Capital of the Company is Rs 200000000/- (Rupees Twenty Crores)divided into 20000000 equity shares of Rs 10/- each.
The issued subscribed and paid up Share Capital of the Company as on March 31 2017was Rs 156499350/- divided into 15649935 equity shares of Rs 10/- each.
Cash Flow Statement
In conformity with the provisions of Regulation 34 of Listing Regulations Cash FlowStatement for the year ended March 31 2017 has been provided in the Annual Report andwhich forms part of this report.
The Company is not a holding Company in terms of Section 2 (46) of the Act.
There are no subsidiary associate or joint venture companies within the meaning ofSection 2(6) of the Act. Hence Form AOC-1 pursuant to provisions of Section 129(3) of theAct is not provided in this report.
Particulars of Employees and other additional information
The ratio of the remuneration of each whole-time Director and key managerial personal(KMP) to the median of employee's remuneration as per 197(2) of the Act read with Rule5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rule 2014forms part of the Board's Report under (Annexure A'). None of the employeesare drawing remuneration as per the ceiling stipulated in terms of Rule 5 (2) (ii) ofCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014.
Extract of Annual Return
Pursuant to the provisions of Section 92 (3) of the Act an extract of the AnnualReport in prescribed format in form MGT-9 is attached as (Annexure B').
The Company recognizes and embraces the importance of a diverse board in success. Webelieve that a truly diverse board will leverage differences in thought perspectiveknowledge skill regional and industry experiences cultural and geographical backgroundage ethnicity race and gender which will help us retain our competitive advantage. TheBoard has adopted the Board Diversity Policy which sets out the approach to diversity ofthe Board of Directors. The Board Diversity Policy is available on our websitewww.thegalaxycorp.com.
Secretarial Auditor and Secretarial Audit Report
In terms of the provisions of Section 204 of the Act and the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 the Company has appointed Mrs. NidhiBajaj of M/s. Nidhi Bajaj &
Associates Practicing Company Secretaries to undertake the Secretarial Audit of theCompany for the financial year 2016-17. The Secretarial Audit Report for the financialyear 2016-2017 is annexed herewith as (Annexure C') and forms part of this report.The report does not contain any qualification reservation or adverse remark other thanappointment of key managerial personnel.
Corporate Governance is about maximizing shareholder value legally ethically andsustainably. At GECL the goal of corporate governance is to ensure fairness for everyshareholder. We believe sound corporate governance is critical to enhance and retaininvestor trust. Our Board exercises its fiduciary responsibilities in the widest sense ofthe team. We also endeavor to enhance long-term shareholder value and respect minorityrights in all our business decisions.
Certificate on Corporate Governance
As per Regulation 34 (3) read with Schedule V of the Listing Regulations the auditor'scertificate on corporate governance is enclosed as (Annexure D') to the Board'sreport. The auditor's certificate for financial year 2017 does not contain anyqualification reservation or adverse remark.
Management's discussion & analysis
The Management Discussion and Analysis Report on the operations of the Company asrequired under Regulation 34 of Listing Regulations is provided in a separate section andforms an integral part of this Report.
Disclosures related to Board Committees Policies and number of Board meetings
The Board of Directors met five (5) times during the financial year 2016 -17. Themeeting details are provided in the Corporate Governance Report that forms part of thisAnnual Report. The maximum interval between any two meetings did not exceed 120 days asprescribed in the Act.
The Audit Committee comprises of Mr. Rajneesh Agarwal Ms. Udita Jhunjhunwala and Mr.Sharad Rustagi Independent Directors and Mr. Swapnil Kothari Non-Executive Director.Five meetings of the Committee were held during the year. For further details pleaserefer Corporate Governance Report forming part of the Annual 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.
The Board had judicious combination of Executive Non-Executive and IndependentDirectors to maintain the independence of the Board and separate its functions ofgovernance and management.
As of March 31 2017 the Board of Directors of the Company consists of Mr. RajneeshAgarwal Ms. Udita Jhunjhunwala and Mr. Sharad Rustagi Independent Directors Mr. SunilBiyani and Mr. Swapnil Kothari Non-Executive Directors.
In terms of the provisions of the Act and in terms of the Memorandum and Articles ofAssociation of the Company Mr. Swapnil Kothari retires by rotation at the ensuing AGM andbeing eligible seeks re-appointment. The Board recommends his re-appointment.
The brief resume and other information as required under Regulation 36 (3) of ListingRegulations relating to Mr. Swapnil Kothari 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 necessary declarations from each Independent Director underSection 147(7) of the Act that he/she meets the criteria as specified under Section 149(6) of the Act and Regulation 16 (1) (b) of the Listing Regulations.
Policy on Director's Appointment and Remuneration
The policy of the Company on Director's appointment and remuneration including thecriteria for determining qualifications positive attributes independence of a Directorand other matters as required under sub-section (3) of Section 178 of the Act isavailable on our website at www.thegalaxycorp.com.
There has been no change in the policy since last fiscal. We affirm that the sittingfees paid to Directors is as per the terms laid out in the Nomination and RemunerationPolicy of the Company.
Listing Regulations mandates that the Board shall monitor and review the evaluationframework. The frame work includes the evaluation of Directors on various parameters.
The Act states that a formal annual evaluation needs to be made by the Board of its ownperformance and that of its committees and individual Directors. Schedule IV of the Actstates that the performance evaluation of Independent Directors shall be done by theentire Board of Directors excluding the Director being evaluated. The evaluation of allthe Directors and the Board as a whole was conducted based on the criteria and frame workadopted by the Board. The evaluation process has been explained in the CorporateGovernance report.
Familiarization program for independent Directors
At the time of the appointment of an independent Director the Company issues a formalletter of appointment outlining his/her role function duties and responsibilities. Theletter of appointments issued to Independent Directors is available on our website atwww.thegalaxycorp.com.
Code of conduct for prevention of insider trading
The Board of Directors has adopted the Insider Trading Policy in accordance with therequirements of the Listing Regulations.
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.
The Company has entered into Listing Agreement with BSE Limited (BSE) in terms of theListing Regulations and the listing fee for the year 2017-18 has 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.
Director's Responsibility statement:
The financial statements are prepared in accordance with Indian Accounting Standards(Ind AS) under the historical cost convention on accruel basis except for certainfinancial instruments which are measured at fair values the provisions of the Act (tothe extent notified) and guidelines issued by the Securities and Exchange Board of India(SEBI). The Ind AS are prescribed under Section 133 of the Act read with Rule 3 of theCompanies (Indian Accounting Standards) Rules 2015 and Companies (Indian AccountingStandards) Amendment Rules 2016. The Company has adopted all the Ind AS standards and theadoption was carried out in accordance with applicable transition guidance.
The Directors confirm that: i. in the preparation of the annual accounts theapplicable accounting standards have been 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 2017 and of the loss of the Companyfor the year ended on that date; iii. they have taken proper and sufficient care for themaintenance of adequate accounting records in accord-ance with the provisions of the Actfor safeguarding the assets of the Company and for preventing and detecting fraud andother 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 and thatsuch internal fi-nancial controls are adequate and operating effectively; and vi. theyhave devised proper systems to ensure compliance with the provisions of all applicablelaws and that such systems were adequate and operating effectively.
The Auditors' Report for fiscal 2017 does not contain any qualification reservationor adverse remark. The Auditor's Report is enclosed with the financial statements in thisAnnual Report.
M/s. S A R A & Associates. Chartered Accountants Statutory Auditors of theCompany bearing ICAI Registration No. 120927W have been appointed as the StatutoryAuditors of the Company for a term of 3 years by the members at their Annual GeneralMeeting held on September 20 2016. In terms of the provisions of the Act and the rulesthereon the members shall ratify the appointment at every Annual General Meeting. TheStatutory Auditors have confirmed their eligibility to continue to act as the auditors ofthe Company and they are not disqualified from completing the term of appointment.Accordingly the Board recommends the resolution of members for ratification of appointmentof Statutory Auditors.
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 Party Transactionswere placed before the Audit Committee of the Board of Directors for their approval. TheAudit Committee has granted omnibus approval for Related Party Transactions as per theprovisions and restrictions contained in the erstwhile Listing Agreement and 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 the Company'swebsite 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's operationsin 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 Act.
Energy Technology Absorption and Foreign Exchange
Information required under Section 134 (3)(m) of the Act read with Rule 8(3) of theCompanies (Accounts) Rules 2014 with respect to conservation of energy technologyabsorption and foreign exchange earnings and outgo is included in (Annexure E').
Deposits from Public
The Company has not accepted deposit from the public falling within the ambit ofSection 73 of the Act and the Companies (Acceptance of Deposits) Rules 2014.
Particulars of Loans Guarantees or Investments
Loans Guarantees and Investments covered under the provisions of Section 186 of theAct form part of the notes to the Financial Statements provided in this Annual Report.
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. We follow a gender-neutral approach in handling complaints ofsexual harassment and we are compliant with law of the Land. We have also constituted aninternal Committee to consider and address sexual harassment complaints in accordance withthe Sexual Harassment of Women at Workplace (prevention prohibition and Redressal) Act2013. All employees (Permanent contractual temporary trainees) are covered under thispolicy.
During the year 2016-17 no complaints were received by the Company related to sexualharassment.
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 the Audit Committee. The Policy on vigil mechanism and whistle blowerpolicy may be accessed on the Company's website viz.http://www.thegalaxycorp.com/Corpopolicecode.html
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.
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: July 26 2017 ||DIN: 00006583 ||DIN: 00120951 |
ANNEXURE A' 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 drawremuneration from the Company. Hence the ratio of the remuneration of each Director tothe median remuneration of the employees of the Company cannot be determined. ii. Thepercentage increase in remuneration of Compliance Officer during the financial year2016-17 is as under:
|Name of KMP and Designation ||Remuneration of Director/KMP for financial year 2016-17 ||% increase in Remuneration in the Financial Year 2016-17 |
| ||(Rs in lakh) || |
|Mr. Vikas Kedia ||6.90 ||12% |
|Compliance Officer || || |
iii. The median Remuneration of Employees (mRE) of the Company during the financialyear was Rs 16199/- previous period it was Rs 11623/-. iv. There are 18 permanentemployees on the rolls of Company as on March 31 2017. v. Average percentageincrease/decrease made in the salaries of employees other than the managerial personnel inthe last financial period i.e. 2015-16 was around 12%. vi. The Company affirms that theremuneration is as per the Remuneration Policy of the Company.
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 weredrawing a remuneration throughout the financial year 2016-17 as stipulated in Rule 5 (2)(i). ii. There were no employees in the Company who were drawing a remuneration for thepart of the financial year 2016-17 as stipulated in Rule 5 (2) (ii). iii. The Directors ofthe Company does not draw remuneration from the Company and none of the employees directlyor indirectly holds more than 2% of the equity shares of the Company.
| ||For and behalf of the Board of Directors || |
| ||Sunil Biyani ||Udita Jhunjhunwala |
|Place: Mumbai ||(Director) ||(Director) |
|Date: July 26 2017 ||DIN: 00006583 ||DIN: 00120951 |
ANNEXURE D' TO THE BOARD'S REPORT
PRACTICING COMPANY SECRETARY'S CERTIFICATE ON CORPORATE GOVERNANCE
The Members of Galaxy Entertainment Corporation Limited
I have examined the compliance of conditions of corporate governance by GalaxyEntertainment Corporation Limited ("the Company") for the year ended march 312017 as prescribed in Regulation 17 to 27 46 (2) (b) to (i) and para C D and E ofSchedule V of Chapter IV of Securities and Exchange Board of India (Listing Obligationsand Disclosure Requirements)
Regulations 2015 (the "Listing Regulations").
The compliance conditions of corporate governance are the responsibility of themanagement. My examinations was carried out in accordance with the guidance Note onCertification of Corporate governance issued by the Institute of Company Secretaries ofIndia and was limited to a review of the procedures and implementation thereof adopted bythe Company for ensuring compliance with the conditions of the Corporate Governance asstipulated in the said Listing
Regulations. It is neither an audit nor an expression of opinion on the financialstatements of the Company.
In my opinion and to the best of our information and according to the explanationsgiven to me and based on the representations made by the Directors and the Management wecertify that the Company has complied with the conditions of Corporate Governance asstipulated in the Listing Regulations.
I state that such compliance is neither an assurance as to future viability of theCompany nor the efficiency or effectiveness with which the Management has conducted theaffairs of the Company.
For Anant Gude & Associates
CP. NO: 18623
Date: July 26 2017
ANNEXURE E' TO THE BOARD'S REPORT
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
[Section 134 (3) (m) of The Companies Act 2013 read with Rule 8(3) of The Companies(Accounts) Rules 2014]
A. CONSERVATION OF ENERGY
a) Energy Conservation Measures Taken b) Additional investments and Proposals if anybeing implemented for reduction of consumption of energy and c) Impact of measures at (a)& (b) above for reduction of energy consumption and consequent impact on the cost ofproduction of goods.
Disclosure for (a) to (c): The operations of the Company do not involve high energyconsumption. However the Company has been laying great emphasis on the Conservation ofEnergy and has taken several measures including regular monitoring of consumptionimplementation of viable energy saving proposals improved maintenance of systems etc.
d) Particulars of Energy consumption etc in respect of specified industries.
The disclosure on particulars regarding consumption of energy etc are not applicable tothe Company since industry to which the Company belongs is not covered under the scheduleprescribed by the said Rules.
B. TECHNOLOGY ABSORPTION
The particulars regarding absorption of technology is given below as per Form B of theCompanies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988.
Research and Development (R & D):
|Specific areas in which R&D is carried out by the Company: || |
|Benefits derived as a result of the above R & D ||Nil |
|Future Plan of Action || |
|Expenditure on R & D || |
|a. Capital || |
|b. Recurring ||Nil |
|c. Total || |
|d. Total R & D expenditure as a percentage of total turnover || |
|Technology absorption adaptation and innovation: || |
|Efforts in brief made towards technology absorption adaptation and innovation ||Nil |
|Benefit derived as a result of the above efforts e.g. product improvement cost reduction product development import substitution etc. ||Nil |
|In case of Imported Technology (imported during the last 5 years reckoned from the beginning of the financial year) following information may be furnished: ||Nil |
|a) Technology Imported || |
|b) Year of Import || |
|c) Has technology been fully absorbed || |
|d) If not fully absorbed areas where this has not taken place reasons therefore and future plan of action || |
C. FOREIGN EXCHANGE EARNINGS AND OUTGO
| || || ||Rs |
| ||Current Year ||Previous Year || |
|Foreign Exchange Earnings ||- ||- || |
|Foreign Exchange Outgo ||- ||- || |