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Gallops Enterprise Ltd.

BSE: 531902 Sector: Financials
NSE: N.A. ISIN Code: INE755J01012
BSE 00:00 | 11 Aug Gallops Enterprise Ltd
NSE 05:30 | 01 Jan Gallops Enterprise Ltd
OPEN 4.35
PREVIOUS CLOSE 4.35
VOLUME 100
52-Week high 11.97
52-Week low 3.80
P/E 25.59
Mkt Cap.(Rs cr) 2
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 4.35
CLOSE 4.35
VOLUME 100
52-Week high 11.97
52-Week low 3.80
P/E 25.59
Mkt Cap.(Rs cr) 2
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Gallops Enterprise Ltd. (GALLOPSENTERP) - Director Report

Company director report

To

The Members

Your Directors are pleased to present the Twenty sixth Annual Report together with theaudited accounts of the company for the year ended on 31st March 2020.

The summarized financial results are as under:

Particulars Financial Year 2019-2020 Financial Year 2018-2019
(Amount in Rs.) (Amount in Rs.)
Revenue from Operations 6675 13434
Other Income 1175892 12262025
Total Income 1182567 12275459
Less:
Total Expenditure 1102831 3821843
Profit/(Loss) Before Tax 79736 8453616
Less:
Total Tax -
Profit After Tax 79736 8453616

Operations:

During the year under review the company has earned Total Income of Rs. 1182567/-(Rupees Eleven Lakhs Eighty Two Thousand Five Hundred and Sixty Seven only) whereas TotalExpenditure of Rs. 1102831/- (Eleven Lakhs Two Thousand Eight Hundred and Thirty Oneonly). The net profit for the year under review has been Rs. 79736/- (Rupees Seventy NineThousand Seven Hundred and Thirty six only). Your Directors are continuously looking foravenues for future growth of the company.

Change in the Nature of Business:

There has been no change in the nature of the business during the financial year2019-2020.

Dividend:

Your Directors have not recommended any dividend for the year ended 31st March 2020.

Transfer to Reserves:

The company has not transferred any amount to General Reserves during the financialyear 2019-2020.

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 2019-2020 there has been no change in the share capital ofthe company.

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 2020 is annexed herewith as Annexure -1to 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.

Related Party Transactions:

All the related party transactions are entered on arm's length basis in the ordinarycourse of business and are in compliance with the applicable provisions of the CompaniesAct 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015. There are no materially significant related party transactions made by the Companywith Promoters Directors Key Managerial Personnel etc. which may have potentialconflict with the interest of the Company at large or which warrants the approval of theshareholders. Accordingly no transactions are being reported in Form AOC-2 in terms ofSection 134 of the Act read with Rule 8 of the Companies (Accounts) Rules 2014. Howeverthe details of transactions with Related Parties are provided in the Company's financialstatements in accordance with the Accounting Standards.

All Related Party Transactions are presented to the Audit Committee and the Board.Omnibus approval is obtained for the transactions which are foreseen and repetitive innature. A statement of all related party transactions is presented before the AuditCommittee on a quarterly basis specifying the nature value and terms and conditions ofthe transactions.

The policy on Related Party Transactions as approved by the Board is available onwebsite of the company at www.eallopsenterprise.com.

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 2019-20 (In Rs.) Financial Year 2018-19 (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

The Board of Directors of the Company consists of Five (5) Directors; One (1) of whomis Promoter Managing Director one (1) is Promoter - Executive Director one (1) isPromoter - Non-Executive Director and two (2) are Non-Executive Independent Directors.

Composition of board as on March 31 2020;

Name of Director Category Cum Designation Date of Appointment at current designation Total Directorship (including the company) No. of Committee^
in which Director is Members in which Director is Chairman
*Mr. Narsinh. G. Patel Managing Director (Promoter) 1st April 2016 9 2 -
Mr. Naginbhai G. Patel Executive Director (Promoter) 28th April2008 11 - -
Ms. Pooja N. Patel Non-Executive Director (Promoter) 1st April2016 4 1 1
Mr. Amrish Patel Independent Director 11th November 2014 2 2 -
Mr. Bhanubhai Patel Independent Director 1st April 2016 1 1 2

^ Committee includes Audit Committee and Stakeholders' Relationship Committee acrossall Public Companies and details as on 31st March 2020.

* Mr. Narsinh G. Patel has died on 25th May 2020.

Mr. Narsinh G. Patel Promoter Managing Director of the Company expired on Monday25th May 2020. So the Board of Directors of the Company at its meeting held on 25thJune 2020 has appointed Mr. Balram Bharatbhai Padhiyar (DIN: 01812132) as ManagingDirector of the company w.e.f. 25th June 2020 for a period of 5 years subject to theapproval of Shareholders at the ensuing Annual General Meeting of the company.

Further the composition of Board as on the date of the Board Report is as under:

Name of Director Category Cum Designation Date of Appointment at current designation Total Directors hip (including the company)
in which Director is Members No. of Committee^
*Mr. Balram Bharatbhai Padhiyar Managing Director 25th June 2020 7 2 -
Mr. Naginbhai G. Patel Executive Director (Promoter) 28th April 2008 11 - -
Ms. Pooja N. Patel Non-Executive Director (Promoter) 1st April 2016 4 1 1
Mr. Amrish Patel Independent Director 11th November 2014 2 2 -
Mr. Bhanubhai Patel Independent Director 1st April 2016 1 1 2

* Mr. Balram Bharatbhai Padhiyar has been appointed as Managing Director w.e.f. 25thJune 2020.

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} director of the company retires byrotation and being eligible offers himself for 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 ceased to be a Managing Director w.e.f. 25thMay 2020.

2. Mr. Balram Bharatbhai Padhiyar (DIN: 01812132) appointed as a Managing Director ofthe company w.e.f. 25th June 2020)

3. Mr. Mukesh Patel - Chief Financial Officer and Compliance Officer

4. Ms. Hiral Soni —Company Secretary

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 2019-2020 5 meetings of the Board of Directors of thecompany were held on 13.05.2019 25.06.2019 30.07.2019 22.10.2019 and 30.01.2020.

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 2013 the Board of Directors states:

1) in preparation of the annual accounts for the financial year ended 31stMarch 2020the applicable accounting standards have been followed along with proper explanationrelating to material departures if any;

2) 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 at the end of the financial year and of the profitand loss of the Company for that period;

3) they have 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;

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

5) they have laid down internal financial controls to be followed by the Company andthat such internal financial controls are adequate and were operating effectively;

6) they have devised proper systems to ensure compliance with the provisions of allapplicable 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 andCompany Secretary. Further details of Remuneration paid to Chief Financial Officer isprovided under the extract of Annual Return in Form MGT-9 along with the details ofremuneration paid to Managing Director. Hence the information required under Section197(12) of the Companies Act 2013 and rule 5(2) and 5(3) of Companies (Appointment andRemuneration 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 2019-2020.

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. TheInternal Audit Department reviews the adequacy of internal control system in the Companyits compliance with operating systems and laid down policies and procedures. Based on thereport of internal audit function process owners undertake corrective actions in theirrespective areas and thereby strengthen the controls. Significant audit observations andcorrective actions thereon are presented to the Audit Committee 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 2019-2020.

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 2019-2020 viz: 13.05.201930.07.2019 22.10.2019 and 30.01.2020.

The Audit committee Comprises of the following directors as on 31st March2020 .

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

* Mr. Bhanubhai Patel was designated as Chairman of the committee w.e.f. 13.05.2019 inplace of Mr. Amrish Patel.

Mr. Narsinh G. Patel Promoter Managing Director of the Company expired on Monday 25thMay 2020. So the Board of Directors of the Company at its meeting held on 25th June2020 has appointed Mr. Balram Bharatbhai Padhiyar (DIN: 01812132) as Managing Director ofthe company w.e.f. 25th June 2020 for a period of 5 years subject to the approval ofShareholders at the ensuing Annual General Meeting of the company.

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. Bhanubhai Patel Independent Director Chairman
2 Mr. Amrish Patel Independent Director Member
3 Mr. Balram Padhiyar Executive Director Member

The details of meetings attended by its members are given below:

Sr. Name of Director No. Number of meetings during ng the financial year 2019-2020
Held Attended
1 Mr. Bhanubhai Patel 4 4
2 Mr. Amrish Patel 4 4
3 Mr. Narsinhbhai Patel 4 4

Mr. Bhanubhai Patel the Chairman of the Committee had attended last Annual GeneralMeeting of the Company held on 20th September 2019.

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 meeting was held on 13.05.2019 &22.10.2019 inter alia to recommend the appointment of Director and KMP's and to reviewthe performance of Directors of the Company.

The Nomination and Remuneration committee Comprises of the following directors as onthe date of the Board Report.

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

* Mr. Bhanubhai Patel was designated as Chairman of the committee w.e.f. 13.05.2019 inplace of Mr. Amrish Patel.

The details of meetings attended by its members are given below:

Name of Director Number of meetings during the financial year 2019-2020
Held Attended
1 Mr. Bhanubhai Patel 2 2
2 Mr. Amrish Patel 2 2
3 Ms. Pooja Patel 2 2

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 satisfy itselfwith regard to the independent nature of the Director vis-a-vis the Company so as toenable 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-a-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 fourtimes during the financial year 2019-2020 on 13.05.2019 30.07.2019 22.10.2019 and30.01.2020.

The Stakeholder's Relationship Committee Comprises of the following directors as on 31stMarch 2020.

Name of Director Category Designation
1 Ms. Pooja Patel Non-Executive Director Chairman
2 Mr. Narsinhbhai Patel Executive Director Member
3 Mr. Bhanubhai Patel Independent Director Member

Mr. Narsinh G. Patel Promoter Managing Director of the Company expired on Monday25th May 2020. So the Board of Directors of the Company at its meeting held on 25thJune 2020 has appointed Mr. Balram Bharatbhai Padhiyar (DIN: 01812132) as ManagingDirector of the company w.e.f. 25th June 2020 for a period of 5 years subjectto the approval of Shareholders at the ensuing Annual General Meeting of the company.

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 Ms. Pooja Patel Non-Executive Director Chairman
2 Mr. Balram Padhiyar Executive Director Member
3 Mr. Bhanubhai Patel Independent Director Member

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 2019-2020
Held Attended
1. Ms. Pooja Patel 4 4
2. Mr. Narsinhbhai Patel 4 4
3. Mr. Bhanubhai Patel 4 4

Corporate Governance:

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 is not applicable to the company and therefore. Corporate Governance report isnot forming part of the Annual Report. Although few point of the information are providedin this report of Directors under relevant heading. The Company has complied withapplicable provisions of Corporate Governance of the Companies Act 2013.

Management Discussion & Analysis:

Management Discussion and Analysis Report as stipulated under Regulation 34(2)(e) ofthe Securities Exchange Board of India (Listing Obligations & Disclosure Requirements}Regulations 2015 read with Schedule-V is presented in a separate section forming part ofthe Annual Report.

Statutory Auditors:

In terms of Section 139 of the Companies Act read with the Companies (Audit andAuditors) Rules 2014 the Members of the Company at its 23rd Annual GeneralMeeting held on 27th September 2017 approved the appointment of M/s S K Jha &Co.Chartered Accountants (ICAI Firm Registration No. 126173W/100106) as the StatutoryAuditors of the Company for the term of 5 years commencing from the 23rd AnnualGeneral Meeting of the Company till the conclusion of the 28th Annual GeneralMeeting to be held in 2022.

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 2019-2020. TheSecretarial Audit Report is annexed herewith as Annexure-ll.

Auditors Report:

The report of M/s S K Jha &Co. Statutory Auditors along with notes to FinancialStatements is enclosed to this annual report. The observations made in the Auditors'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: August 18 2020 For GALLOPS ENTERPRISE LIMITED
Mr. Balram Padhiyar Mr. Naginbhai G. Patel
Managing Director Director
DIN:01812132 DIN:00361230

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