DIRECTORS' REPORT TO, The Members of Galaxy Entertainment Corporation Limited Your Directors have pleasure in presenting the Thirty Third Annual Report on the operations of the Company together with the Audited Statements of Accounts for the financial year ended March 31, 2015. DIVIDEND With a view to conserve the resources for the future operations, your Directors have thought it prudent not to recommend any dividend for the year ended March 31, 2015. MANAGEMENT DISCUSSION AND ANALYSIS REPORT Management Discussion and Analysis report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges, is presented in a separate section forming part of the Annual Report. CONSOLIDATED FINANCIAL STATEMENT In accordance with the Companies Act, 2013 ("the Act") and Accounting Standard (AS) - 21 on Consolidated Financial Statements, the audited consolidated financial statement is provided in the Annual Report. DIRECTORS' RESPONSIBILITY STATEMENT Pursuant to Section 134(5) of the Companies Act, 2013, the Board of directors, to the best of their knowledge and ability, confirm that: i. in the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures; ii. they have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period; iii. they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other 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 such internal financial controls are adequate and operating effectively; and vi. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. CORPORATE GOVERNANCE The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirement set by SEBI. The report on Corporate Governance as stipulated under the Listing Agreement forms an integral part of this Report. The requisite certificate from a Company Secretary in Practice confirming compliance with the conditions of corporate governance is attached to the report on Corporate Governance. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm's length basis. During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions. However, considering the business operations for the FY2015-16, the Board recommended certain related party transactions for the approval of the members, which may be material, as provided in the Notice of the ensuing Annual General Meeting. RISK MANAGEMENT The Board of Directors of the Company has formulated a Risk Management Policy which aims at enhancing shareholders' value and providing an optimum risk reward trade off. The risk management approach is based on a clear understanding of the variety of risks that the organization faces, disciplined risk monitoring and measurement and continuous risk assessment and mitigation measures. INTERNAL FINANCIAL CONTROLS The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness were observed. SHARE CAPITAL The Authorized Share Capital of the Company is ? 200,000,000/- (Rupees Twenty Crores) divided into 2,00,00,000 equity shares of ? 10/- each. The paid up Equity Share Capital as on March 31, 2015 was ? 15,64,99,350/- divided into 1,56,49,935 equity shares of ? 10/- each. Disclosure relating to equity shares with differential rights The Company has not issued any equity shares with differential rights during the year under review and hence no information as per provisions of Rule 4(4) of the Companies (Share Capital and Debentures) Rules, 2014 has been furnished. Disclosure relating to sweat equity shares The Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Rule 8(13) of the Companies (Share Capital and Debentures) 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 Employee Stock Purchase Scheme during the year under review and hence no information as per provisions of Rule 8(13) of the Companies (Share Capital and Debentures) Rules, 2014 has been furnished. Disclosure in respect of voting rights not directly exercised by employees There are no shares held by trustees for the benefit of employees and hence no disclosure under Rule 16(4) of the Companies (Share Capital and Debentures) Rules, 2014 has 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 or Tribunal which can have an impact on the going concern status and the Company's operations in future. DEPOSITS FROM PUBLIC The Company has not accepted deposit from the public falling within the ambit of Section 73 of the Companies Act, 2013 and The Companies (Acceptance of Deposits) Rules, 2014. DIRECTORS AND KEY MANAGERIAL PERSONNEL Retirement by Rotation In accordance with the provisions of the Act, and the Articles of Association of the Company, Mr. Swapnil Kothari, Director of the Company, retire by rotation at the ensuing Annual General Meeting and being eligible have offered himself for re-appointment. The Board of Directors had appointed Mr. Sharad Rustagi as an Additional Director of the Company in the category of Independent Director with effect from August 11, 2015 and holds office up to the ensuing Annual General Meeting. The Company has received a notice under Section 160 the Companies Act, 2013 from a member signifying the candidature of Mr. Sharad Rustagi for appointment as director of the Company. During the year under review, Mr. Suman Lahiri resigned as the Manager of the Company with effect from November 30, 2014. The Board has placed on record its appreciation of the valuable services rendered by him as a Manager of the Company Declarations by Independent Directors Pursuant to the provisions of sub-section (7) of Section 149 of the Companies Act, 2013, the Company has received individual declarations from all the Independent Directors confirming that they fulfill the criteria of independence as specified in Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement with Stock Exchange. The brief resume and other information as required under Clause 49 (VIII) (E) of the Listing Agreement relating to Mr. Swapnil Kothari and Mr. Sharad Rustagi, forms part of the Notice of ensuing Annual General Meeting. AUDITORS AND AUDITORS' REPORT M/s. S A R A & Associates, Chartered Accountants, Statutory Auditors of the Company, hold office till the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. They have confirmed their eligibility to the effect that their re-appointment, if made, would be within the prescribed limits under the Act and they are not disqualified for re-appointment. The Notes on financial statement referred to in the Auditor's Report are self - explanatory and do not call for any further comments. The Auditor's Report does not contain any qualification, reservation or adverse remark. SECRETARIAL AUDIT The Board has appointed Mr. Krishna Rathi, Practising Company Secretary, to conduct Secretarial Audit for the financial year 2014-2015. The Secretarial Audit Report for the financial year ended March 31, 2015 is annexed herewith as 'Annexure B' to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark. DISCLOSURES RELATED TO BOARD, COMMITTEES AND POLICIES Meetings of the Board Four (4) meetings of the Board were held during the year. For further details please refer to the corporate governance report, which forms part of Annual Report. Audit Committee The Audit Committee comprises Independent Directors namely, Mr. Rajneesh Agarwal, Ms. Udita Jhunjhunwala and Mr. Sharad Rustagi. Mr. Swapnil Kothari, Non-Executive Director is another member of the Committee. All the recommendations made by the Audit Committee were accepted by the Board. Nomination, Remuneration & Compensation Committee The Nomination, Remuneration & Compensation Committee comprises of two (2) Independent Directors i.e. Mr. Rajneesh Agarwal, Ms. Udita Jhunjhunwala and a Non-Executive Director, Mr. Swapnil Kothari. Stakeholders' Relationship Committee The Stakeholders' Relationship Committee comprises of Mr. Rajneesh Agarwal, Mr. Sunil Biyani and Mr. Swapnil Kothari as members. Vigil Mechanism In compliance with the provisions of Section 177(9) the Board of Directors of the Company has framed the "Whistle Blower Policy" as the vigil mechanism for Directors and employees of the Company. Protected disclosures can be made by a whistle blower through an e-mail, or dedicated telephone line or a letter to the Chairman of the Audit Committee. The Policy on vigil mechanism may be accessed on the Company's website. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements (Refer Page No. 47). Pursuant to Clause 32 of the Listing Agreement, the particulars of loans/advances given to subsidiaries have been disclosed in the Annual Accounts of the Company (Refer Page No. 56). ANNUAL EVALUATION OF DIRECTORS, COMMITTEES AND BOARD The Nomination, Remuneration and Compensation Committee of the Board has formulated a Performance Evaluation Framework, under which the Committee has identified the criteria upon which every Director shall be evaluated. The Policy also provides the manner in which the Directors, as a collective unit in the form of Board Committees and the Board function and perform. POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION The Board has, in compliance with Section 178 of the Companies Act, 2013 and on the recommendation of the Nomination, Remuneration & Compensation Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The details of the said policy are stated in the Corporate Governance Report. EXTRACT OF ANNUAL RETURN Pursuant to the provisions of Section 134 (3) (a) of the Companies Act, 2013, Extract of the Annual Return for the financial year ended March 31, 2015 made under the provisions of Section 92 (3) of the Act is attached as 'Annexure C' which forms part of this Report. LISTING The equity shares of the Company are listed on the BSE Limited, Mumbai (BSE) and the listing fee for the year 2015-16 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 the Depository services. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134 (3)(m) of the Companies Act, 2013 read with Rule, 8 of The Companies (Accounts) Rules, 2014, is annexed herewith as 'Annexure D'. PARTICULARS OF EMPLOYEES For the financial year under review, none of the employees of the Company fall under the revised ceiling limits prescribed under Section 197 of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Details pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial personnel Rules, 2014 has been provided under 'Annexure E'. REPORT UNDER THE PREVENTION OF SEXUAL HARASSMENT ACT There were no complaints reported under the Prevention of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. ACKNOWLEDGEMENT Your Directors takes the opportunity to express their deep sense of gratitude to the bankers, government authorities, employees, customers, vendors and suppliers. Your Director would also like to thank the Members for reposing their confidence and faith in the Company and its Management. For and behalf of the Board of Directors Sunil Biyani (Director) DIN: 00006583 Udita Jhunjhunwala (Director) DIN: 00120951 Place: Mumbai Date: August 11, 2015 |