AFFLUENCE

TO THE MEMBERS
Your Directors have great pleasure in presenting the Thirtieth Annual Report together with the Audited Statements of Accounts for the year ended March 31, 2016.
FINANCIAL RESULTS
Figures in Rs. Crore

Operating Subsidiary – TRI-K Industries Inc., USA

Operating Subsidiary – Galaxy Chemicals (Egypt) SAE

DIVIDEND
The Board in its meeting held on 5th March 2016 declared an interim dividend of Rs.5 per equity share. Further, the board in its meeting held on 4th June, 2016 has recommended special dividend of Re.1 per equity share for the financial year ended 31st March, 2016. The proposal is subject to the approval of shareholders at the ensuing Annual General Meeting. The total dividend appropriation (excluding dividend tax) for the current year is Rs. 21.27 crores as against Rs. 14.18 crore in the previous year.



FINANCIAL PERFORMANCE
The performance of your Company for the year on a standalone and consolidated basis is reflected by the following ratios:

BUSINESS PERFORMANCE
It gives us great pleasure to share with you an update on the overall performance of the Company. In a challenging external environment, your Company has delivered another year of excellent profits. Simultaneously, we are building a sustainable future by focusing on conserving energy and water resources, greener processes and products. We also remain committed to improving the well being of our society through initiatives in education, health and hygiene.  
In the current year, we saw considerable changes. While commodity prices came down due to a global slow down, rural demand stagnated in India due to a second year of drought. Competition continued to be aggressive. However, with a sharp focus on costs, smart sourcing of commodities and development of new customers we achieved record profits for the year. 

Some of salient aspects of the business and financial performance for the year under review:
Standalone GSL PBT grew to Rs.162.83 crore while sales volumes remained the same as the previous year. The sales value was adversly affected by lower commodity prices.
The Specialities Division of Tri-K Industries Inc., USA continued to grow rapidly in proteins and actives. Meanwhile the Performance Products Division (PPD) grew by expanding the customer base and developing new blends. Compared to the previous year, the sales of Tri-K Industries Inc. grew by 11%, while PBT quadrupled to USD 1.57 mio.
Inspite of political problems in the Middle East as well as weak performance in the Eurozone, the performance of Galaxy Chemicals (Egypt) SAE improved due to increased capacity utilization, localization of procurement, reduction in lead time and cost efficiency initiatives. The subsidiary made a cash profit of USD 0.95 mio. 






PEOPLE ENERGY
Your Company’s endeavor is to enable our people to achieve the big dream of Vision 2020. High Performing, Learning and Engaging are the three key words which represent the People Energy (PE) – HR Mission of your Company and the PE vision is to be the employer of choice...
Your Company continues to focus on competency based development programmes. E-learning is another initiative reinforced by PE towards development of select employees. New programmes like Leadership Channel for senior management, Leadership Advantage for identified talent were launched this year to enable Learning on the Go. Career Management Process has strengthened by providing multi process exposure to in-house senior talents in the organization.
The PE process of your Company has won two NIPM trophies at Regional and National Level for HR Best Practices. HR systems have been strengthened through advance user friendly automation.
In pursuit of providing holistic wellness to its employees, your Company under the wellness programme ‘MyHealthMyChoice’ has the four pillars of Eat Well, Move More, Nirvana and Know More. This initiative is to create a workplace that encourages & supports employees in making healthy choices at work and beyond.
QUALITY
Your Company is committed to deliver high quality products and services to its customers. World class practices such as TPM is adopted at our manufacturing sites while internal benchmarking programmes such as Galaxy Manufacturing Excellence Award (GMEA) are conducted annually.
Your Company is the preferred strategic partner of multinational companies such as Unilever, Henkel, Colgate Palmolive, P&G, Reckitt Benckiser, L’Oreal. Your Company received the award “You Can Make A Difference (YCMAD)’’ from Colgate Palmolive in January 2015. Your Company focuses relentlessly on continuous quality improvement in all domains and adheres to international management system certifications such as ISO 14001 (Environment), OHSAS 18001 (Health and Safety), ISO 22716 (Cosmetic GMP), ISO 9001 (Quality), and Social Compliances such as EcoVadis (Gold Level) and SMETA 4-pillar.

SAFETY HEALTH & ENVIRONMENT (SHE)
Your Company is committed to protect the environment during its operations & provide a safer & friendly workplace to its workforce. The Company gives priority to Safety, Health and Environmental aspects and is committed to comply with applicable legal requirements. Your
Company regularly carries out health checks for its employees including contractors. Your Company is mapping and addressing SHE challenges, if any, through systematic interventions and defined policies and cardinal rules. 
Your Company has undertaken Safety Excellence Programme to develop and sustain best safety practices in the organisation.
  
SUSTAINABILITY
Your Company is committed to a cleaner and safer environment. Over the years, your Company has been striving to conduct business in an economically viable, environmentally sound and socially responsible manner. In line with its commitment and Company’s Sustainability Goals, your Company has identified various projects and initiatives in order to reduce water, energy, waste and greenhouse gases (GHG) emissions and these efforts have resulted in improved performance as well.
Your Company has released its Sustainability Policy in the year 2015-16 to advocate and influence affirmative sustainability actions. Your Company continued to witness year on year progress in crafting the sustainability framework for the organisation. The Company has initiated Life Cycle Assessment of its product with cradle-to-gate approach. LCA enables the Company to understand the overall environmental impact of the product. To achieve this, cross functional teams are engaged to bring together managerial, operational, technical and functional expertise with well defined responsibilities.
The Company has released its 4th Sustainability Report and shared it with key internal and external stakeholders. The report encapsulated Company’s Performance on 3 P’s covering dimensions of People, Planet and Profit. The report shows organization’s consciousness on sustainability is getting translated into our commitment. Company’s sustainability performance and its action plan towards climate change were part of Company’s response to Carbon Disclosure Project (CDP) – Supply Chain Module 2015 climate change and your Company achieved progress in its disclosure score from 66 in the year 2013-14 to 98 in the year 2015-16 which is significantly above the global average. The Company received CDP supply chain water score is Management Level ‘B’, which is better than CDP supply chain water average score ‘D’. Your Company gained status of being RSPO (Roundtable on Sustainable Palm Oil) certified Company for all its facilities in India and Egypt. Your Company becomes the first company in India to receive the permission to use RSPO Trademark globally.

The Company has initiated “Sustainability Steward Award” to motivate and recognize sustainability stewards in the organization who have been consistently driving sustainability and thereby bringing sustainability culture in the organisation. 
9. CORPORATE SOCIAL RESPONSIBILITY (CSR)
During the year, the Company has actually disbursed Rs.174.66 lakhs on CSR activities through 180 initiatives in 2015-16.
Your Company continues to remain focused on improving the quality of life & engaging with community through focused projects: Gyan Sanjivani (Education), Arogya Vardheeni (Health & Hygiene), Samajeek Utthaan (Community Development), Stree Unnati (Women Empowerment), Vatavaran Suraksha (Environment Protection), Aapda Rahat (Calamity Relief). Through these focused projects during 2015 – 16, your Company impacted the life of around 10,500 people and, cumulatively improving lives of 55,000 underprivileged people. Your Company’s CSR footprints have touched the states of Maharashtra, Gujarat, Tamil Nadu, Chhattisgarh, Uttar Pradesh and Nepal.
Most of the projects taken up for CSR are directly implemented, or in participation with established NGOs: Jan Swasthya Sahyog, Chhattisgarh and Sharda Mahila Vikas Society, Gujarat, who have done credible work at the ground level. During the year under review, your Company extended significant infrastructure support to poor and tribal schools in Taloja, Tarapur, Jhagadia and Navi Mumbai in building toilets, bore well, library, art, computer and science laboratories, including major toilet cum sanitization support to ‘Samtol Foundation’ for run-away children.
Mr. Adarsh Nayyar, who leads our CSR initiatives, was recognised by World CSR Day as one among the ‘100 Most Impactful CSR Leaders (Global Listing)’ for the third time.
FIXED DEPOSITS
As on March 31, 2016, your Company holds fixed deposits worth Rs. 6.47 crores as against Rs. 25.69 crores of previous year. As on March 31, 2016, deposits of Rs.6.35 lakhs were unclaimed and there has been no default in repayment of deposits, or payment of interest thereon during the year under review.
Considering the enhanced administration and compliance requirements under the Companies Act 2013 (Act) and costs associated with it, your Company has stopped accepting and renewing maturing deposits with effect from February 1, 2014. All the deposits accepted till such date will be repaid as and when it matures.
SUBSIDIARY COMPANIES
As of March 31, 2016, your Company has five wholly owned subsidiaries within the definition of ‘Subsidiary Company’ under the Companies Act, 2013.
During the year under Review, the Board of Directors reviewed the affairs of the subsidiaries. In accordance with Section 129(3) of the Companies Act, 2013, your Company has prepared consolidated financial statements of the Company and all its subsidiaries, which forms part of this Annual Report. Further, a statement containing the salient features of the financial statement of our subsidiaries in the prescribed format AOC-1 is appended as Annexure to this Directors’ Report. This Statement also provides the details of performance, financial positions of each of the subsidiaries. In accordance with Section 136 of the Companies Act, 2013, the audited financial statements, including the consolidated financial statements and related information of the Company and the audited accounts of each of its subsidiaries are available on our website www.galaxysurfactants. com. These documents will also be available for inspection during business hours at registered office of your Company.
Your Company has given the Indian Rupee equivalent of the figures in foreign currency appearing in the accounts of the subsidiary companies and the exchange rates applied as on closing day of the financial year.
PARTICULARS OF EMPLOYEES
The table containing names and other particulars of employees in accordance with the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is given in “Annexure-B” which is appended to this Directors’ report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL
As per the provisions of the Companies Act, 2013, Mr. Ravi Venkateswar (DIN 00242672),
Executive Director (Finance), retires by  rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment. The Board recommends his re-appointment. Also, his term as Executive Director (Finance) & Chief Financial Officer would be expiring on March 31, 2017. The Board recommends his re-appointment for a further term of three years w.e.f. April 1, 2017 till March 31, 2020.
During the year under review, the designation of Mr. Shashikant R. Shanbhag has been changed from Whole Time Director to Non- Executive Director w. e. f. 23rd May, 2015 and has retired from the services of the Company from the closure of 29th Annual General Meeting. The Board of Directors placed on record their immense appreciation for his role in building the Company from inception as Promoter and Founder Director.
Also, the term of appointment of Mr. Uday Kamat, Executive Director of the Company had expired on March 31, 2016. Accordingly, he ceased to be a Director of your Company from that date. The Board of Directors placed on record their appreciation for the services rendered and valuable contribution made by him.
As per the provisions of the Companies Act, 2013, all Independent Directors of your Company were appointed for a term of five consecutive years, not liable to retire by rotation. The Independent Directors of your Company have given the certificate of independence to your Company stating that they meet the criteria of independence as mentioned under Section 149(6) of the Companies Act, 2013.
During the year under review the Board met five times. The intervening gap between any two meetings was within the period prescribed under the Companies Act, 2013.
Pursuant to the provisions of the Companies Act, 2013, the Board has carried out an annual performance evaluation of its own performance, of individual Directors as well as the evaluation of its various committees.
The Audit Committee of the Board of Directors of your Company comprises of four Directors, i.e., Mr. Subodh Nadkarni (Chairman); Mr. S. Ravindranath and Mr. M. G. Parameswaran, Independent Directors and Mr. G. Ramakrishnan, Whole time Director. The Committee met 4 times during the year under review.
Consequent upon retirement of Mr. Shashikant Shanbhag, the Stakeholder Relationship
Committee of the Board of Directors of your Company had been reconstituted under Mr. M. G. Parameswaran, Independent Director; Mr. G. Ramakrishnan and Mr. Ravi Venkateswar, Whole time Directors. The Committee met twice during the year under review.
Consequent upon retirement of Mr. Shashikant Shanbhag, the Corporate Social Responsibility Committee of the Board of Directors of your Company was reconstituted under Mr. U. Shekhar, Chairman CSR Committee & Managing Director; Mr. M. G. Parameswaran, Independent Director and Mr. Ravi Venkateswar, Whole time Director. The Committee met twice during the year under review.
The Nomination and Remuneration Committee (NRC) of the Board of Directors of your
Company consists of three Directors, i.e., Mr. Subodh Nadkarni, Mr. M. G. Parameswaran and Mr. S. Ravindranath, Independent Directors. Ms. Nandita Gurjar, Independent Director was appointed as member of NRC with effect from June 4, 2016. The Committee met 3 times during the year under review.
During the year under review, Mr. Ganesh Kamath vacated his office as Company Secretary and
Mr. Vinayak Shitole had been appointed as Company Secretary of your Company with effect from May 2, 2015. The Board of Directors placed on record their appreciation for the services rendered by Mr. Ganesh Kamath as Company Secretary.

Mr. G. Ramakrishnan, a Whole time Director, designated as Executive Director (Innovation), of your Company has decided to retire from the services of the Company with effect from September 6, 2016. However, he will continue as Non-Executive Director on the Board of your Company from September 7, 2016. We place on record our appreciation for the contribution made by Mr. G. Ramakrishnan during his tenure as Executive Director of the Company.

The Nomination and Remuneration Policy provides for appropriate composition of Executive, Non-Executive and Independent Directors on the Board of Directors of your Company along with criteria for appointment and remuneration including determination of qualifications, positive attributes, independence of Directors and other matters as provided under sub-section (3) of Section 178 of the Companies Act, 2013.The key parameters for remuneration payable to the Directors are decided by the Nomination and Remuneration Committee / Board of Directors. The details of the Policy are stated in brief below:
The Company is committed to equality of opportunity in all aspects of its business and does not discriminate on the grounds of nationality, race, colour, religion, caste, gender, gender identity or expression, sexual orientation, disability, age or marital status.
The Company pays remuneration by way of salary, benefits, perquisites and allowances (fixed component) and commission (variable component) to its Managing Director and the Executive Directors. The Company pays sitting fees and commission to Non-Executive Directors. Annual increments are decided by the Nomination and Remuneration Committee and the Board of Directors within the salary scale approved by the members. The Nomination and Remuneration Committee and the Board decides on the commission payable to the Managing Director, the Executive Directors and the Non-Executive Directors out of the profits for the financial year and within the ceilings prescribed under the Companies Act, 2013, based on the performance of the Company as well as that of the respective Director.

The Company recognises merit and continuously seeks to enhance the effectiveness of its Board. The Company believes that for effective corporate governance, it is important that the Board has the appropriate balance of skills, experience and diversity of perspectives.
A person to be appointed as Director, KMP or Senior Management Level should possess adequate qualification, expertise and experience. He should have ability to contribute to the Company’s growth. All appointments to the Board are recommended by the Nomination and Remuneration Committee and the Board to the Shareholders.
The Company has adopted the provisions with respect to appointment and tenure of Directors which are consistent with the Companies Act, 2013. Board appointments will be made on merit basis and candidates will be considered against objective criteria with due regard for the
benefits of diversity on the Board. The Board believes that such merit-based appointments will best enable the Company to serve its stakeholders.
DIRECTORS RESPONSIBILITY STATEMENT
To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013:
in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;
the Directors had selected such accounting policies and applied them consistently and made judgments 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 and loss of the Company for that period;
the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the
Company and for preventing and detecting fraud and other irregularities;
the Directors had prepared the annual accounts on a going concern basis; and
the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
AUDITORS
M/s. P. D. Kunte & Co. (Regd.), Chartered Accountants, were appointed as Statutory Auditors of your Company at the 28th AGM held on September 19, 2014 for a term of 5 years commencing from the end of the 28th AGM till the close of the 33rd AGM to be held in 2019. As per provisions of section 139(1) of the Companies Act, 2013, their appointment is placed for ratification by the shareholders. Your Company has received a certificate from the auditors to the effect that if they are re-appointed, it would be in accordance with the provisions of Section 141 of the Companies Act, 2013.
Pursuant to the provision of Section 148 of the Companies Act, 2013, read with Companies (Cost Records and Audit) Amendment Rules, 2014, the cost audit records are required to be audited. The Board of Directors, based on recommendation of the Audit Committee, has appointed M/s. A. B. Nawal & Associates, Cost Accountants in practice to audit the cost accounts of the Company for the Financial Year 2016-17. In terms of Rule 14 of the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditor is required to be ratified by the shareholders. Accordingly, a resolution seeking ratification by the members for the remuneration payable to Cost Auditor has been included in the notice convening the 30th Annual General Meeting.
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 has appointed M/s. S. N. Ananthasubramanian & Co., Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The Report of the Secretarial Auditor for Financial Year 2015-16 is appended as “Annexure D” to this Directors’ Report. The Board of Directors has appointed M/s. S. N. Ananthasubramanian & Co., Company Secretaries in Practice, as secretarial auditor of the Company for the Financial Year 2016-17.
INTERNAL FINANCIAL CONTROL
Your Company has adopted the policies and procedures for ensuring the orderly and efficient conduct of business, including adherence to the Company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors.
RISK MANAGEMENT POLICY
The Company has formulated and implemented a policy on risk management to manage the risks involved in all the activities of the Company to maximise the opportunities and minimise adversity. This policy is intended to assist in decision making processes that will minimise potential losses, improve the management of uncertainty and the approach to new opportunities, thereby helping the Company to achieve its objectives. The Board of Directors of your Company are of the opinion that, at present, there are no elements of risks which may threaten the existence of the Company.
POLICY TO PREVENT SEXUAL HARASSMENT AT WORK PLACE
Your Company treats its employees equally, with dignity and with no gender bias. Your Company believes and ensure that all employees work in an environment that is free from all kinds of harassments including sexual harassment of women. As required under the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, your Company has constituted an ICC (Internal Complaints Committee). During the year under review, no complaints of sexual harassment were received by the Internal Complaints Committee.

DISCLOSURES AND INFORMATION UNDER THE COMPANIES ACT, 2013
Pursuant to section 134 and any other applicable sections of the Companies Act, 2013 (the Act), following disclosures and information is furnished to the Shareholders:
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The information required under section 134(3) (m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, the particulars relating to “Conservation of Energy, Technology Absorption and Foreign Exchange earnings and outgo” are given in “Annexure A” which is appended to this Directors’ Report.

EXTRACT OF ANNUAL RETURN
Pursuant to the provisions of Section 134(3)(a) of the Companies Act, 2013, the details forming part of the extract of the Annual Return in form MGT-9 is appended as “Annexure E” to this Directors’ Report.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY THE COMPANY
Particulars of loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 form part of the notes to the financial statements provided in this Annual Report.
RELATED PARTY TRANSACTIONS
All related party transactions that were entered into during the financial year were on an arm’s length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.
All related party transactions are placed before the Audit Committee as also the Board for approval. Prior omnibus approval of the Audit Committee is obtained for the transactions which are of a foreseen and repetitive nature.
VIGIL MECHANISM
As per Section 177 of the Companies Act, 2013, the Company has established a vigil mechanism for the directors and employees to report genuine concerns. Your Company has a vigil mechanism named Whistle Blower Policy to deal with instance of fraud and mismanagement, if any. The Whistle Blower Policy is posted on the website of the Company.
FINANCIALS
The Consolidated Financial Statements of the Company prepared in accordance with relevant Accounting Standards issued by the Institute of Chartered Accountants of India form part of this Annual Report.
There are no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year to which the financial statement relates and the date of the report. There are no qualifications, reservations or adverse remarks in the Auditors Report and the Secretarial Audit Report for the financial year 2015-16.
TRANSFER TO RESERVES
Your Company proposes not to transfer any amount to the General Reserve for the financial year 2015-16.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS :
There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.
ADDITIONAL INFORMATION
Your Company and its subsidiaries will adopt Ind AS with effect from April 1, 2017 pursuant to Ministry of Corporate Affairs notification dated 16th February, 2015 notifying the Companies (Indian Accounting Standard) Rules, 2015.
CAUTIONARY STATEMENT
Statements in the Board’s Report describing the Company’s objectives, expectations or forecasts may be forward-looking within the meaning of applicable laws and regulations. Actual results may differ materially from those expressed in the statement. Important factors that could influence the Company’s operations include global and domestic demand and supply conditions affecting selling prices of finished goods, input availability and prices, changes in government regulations, tax laws, economic developments within the country and other factors such as litigation and industrial relations.
ACKNOWLEDGEMENT
Your Directors thank the Union Government, the Governments of Maharashtra and Gujarat as also all the Government agencies, banks, financial institutions, shareholders, customers, employees, fixed deposit holders, vendors and other business associates, who, through their continued support and co-operation, have helped as partners in your Company’s progress.
                      For and on behalf of the Board

(DIN: 00265017)    ( DIN : 00264760)
ANNEXURE A
(Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014)
CONSERVATION OF ENERGY
Your Company continues to prioritise energy conservation as a continual agenda and has taken various measures in the year under review by initiating the following major initiatives to achieve the goals. 
Installation of energy-efficient equipment and state-of-the-art technologies that optimize performance and eliminate idling wastes;
Deliver more-from-less through elimination of waste, higher throughputs, better recoveries and employing quality systems to improve performances of equipment;
Harness solar energy for power generation and contribute to sustainability;
Disclosures of particulars with respect to conservation of energy:

RESEARCH & DEVELOPMENT AND TECHNOLOGY ABSORPTION
Primary focus:
The Innovation Process, which is the R&D department of Galaxy Surfactants Limited, helps create superior value by innovating in emerging trends to support Home and Personal care industry. The Innovation Process focuses on the following:  
To understand interactions of surfactant systems with skin and hair for designing new and ultra-mild cleansing systems.
Development of amino acid based surfactants for cleansing formulations which are mild.
New Broad Spectrum Antimicrobial preservative systems for personal care products devoid of any controversial health concerns.
Design methodology for synthetic UV absorbers by “Green Chemistry” principles.
Development of new synthetic UV absorbers for skin and hair care applications.

Achievements:
Developed mild cleansing system exploiting domain expertise in surfactant chemistry, process and synergies between different surfactants.
Designed unique multifunctional hair colour protectant cum conditioner.
Scaled up novel antimicrobial system for personal care products.
Finalized and working towards commercialization of newly developed amino acid based surfactant utilizing Green Chemistry principles.
Market launch of mild sulfate free blend for personal care (Galfusion GGC).
One patent granted, 9 applications filed including a PCT application and applied in countries including India, US, EP, Brazil, Japan, Russia and China in the area of home and personal care industry.
Figures in Rs. Crore

FOREIGN EXCHANGE EARNINGS AND OUTGO
Figures in Rs. Crore

For and on behalf of the Board

(DIN: 00265017)          (DIN : 00264760)
“Annexure - B”

Particulars of Employees pursuant to Section 197 of the Companies Act, 2013 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and forming part of the Report of the Directors for the year ended March 31, 2016

Persons employed throughout the year and were in receipt of remuneration in aggregate of not less than Rs. 500,000/- Per Month.

*Mr. Ganesh Kamath has vacated the office as Company Secretary w.e.f. 2nd May 2015 **Mr. Vinayak Shitole has been appointed as the Company Secretary w. e. f. 2nd May 2015.
Notes: 
The nature of employment in all cases is contractual and is subject to the rules and regulations of the Company in force from time to time.
Remuneration as shown above includes Salary, Commission, Performance Bonus, HRA, Employee Provident Fund and perquisites/benefits like LTA, Medical etc., valued as per the Income Tax Act, 1961 and terminal benefits accounted.
Non-director employees are not related to any Director of the Company.
For and on behalf of the Board

(DIN: 00265017)          (DIN: 00264760)

ANNEXURE C
Report on Corporate Social Responsibility pursuant to Companies ( Corporate Social Responsibility Policy) Rules, 2014)
A brief outline of the Company’s CSR policy including overview of projects or programmes proposed to be undertaken and a reference to the web-link to the CSR policy and projects or programmes.
Galaxy Surfactants Ltd. is committed to operate in accordance with the demands of economics, ecology and society. Consequently, the Company makes decisions based not only on financial parameters, but also taking into consideration the social and environmental impact arising out of the actions of the Company. The resultant CSR Policy guidelines http://www.galaxysurfactants. com/KnowUsBetter/CSRPolicy are also prepared in line with our Corporate Strategy and our commitment to Corporate Responsibility.
The Company strongly believes that Corporate Social Responsibility (CSR) is connected with the principles of sustainability and recognizes that its business activities have wide impact on the society in which it operates. Therefore, the Company endeavors to make CSR a key business process for sustainable development, through its integration in the overall business approach.
Objectives of CSR Policy:
To demonstrate commitment to the common good through responsible business practices and placing high value on good corporate governance standards;
To actively support the national development initiatives to ensure sustainable change;
To set high standards of quality in the delivery of services in the social sector by creating processes and replicable models;
To create a sense of empathy and equity among employees of Galaxy to motivate them to give back to the society Overview of CSR Projects:
Health & Hygiene (AAROGYA VARDHEENI):
Primary healthcare through diagnosis and treatments, promoting preventive healthcare, building awareness about hand, oral & personal hygiene, sanitation and providing monetary support for constructing toilets for girls, boys , cancer patients & run away children shelter home, constructing hand washing station; supporting rehabilitation centres, medical camps and blood donation camps; providing additional nutrition to eradicate malnutrition – children & women; providing bore wells, water purifier for potable drinking water, awareness about ill-effects of tobacco; supporting thalassemia affected children; providing dental chair for community centre.
Education (GYAAN SANJEEVANI):
To contribute to improving and facilitating the literacy levels including e-learning in various sections of the society, by providing support at every stage of a child’s educational cycle including but not limited to developing infrastructure like Computer, Science, Math & Arts Lab, building repairs, furniture, reading libraries, computers for schools/educational centres, and also conducting educational programmes like coaching for math, science & English; safety sessions, career guidance seminars, etc. for the underprivileged students, also livelihood enhancement projects, vocational skills for differently abled.
Environment Protection (VATAVARAN SURAKSHA):
Tree plantation, cleanliness drives, awareness for energy/ water conservation & solid waste reduction, promoting solar and other non conventional energy projects
Women Empowerment (STREE UNNATI):
Girl child & women education & development, income generation, knowledge about relevant statutes, self defense training.
Community Development (SAMAJEEK UTTHAAN):
Infrastructure support to old age home, orphans, destitute, undertaking community sanitation projects, water harvesting (check dams), setting up public libraries, safe drinking water, promoting sports through community connect mahotsav, providing hand washing stations, bore-wells.
Calamity Relief (AAPDA RAHAT):
Contribution to PM Relief Fund, also directly providing relief material to people of calamity affected areas.
CSR Capacity Building & Personnel Cost:
Capacity building cost of own personnel or those of implementation agencies will qualify as a CSR expenditure within the permissible limits allowed by the Companies Act 2013 or Rules made there under.
The Composition of the CSR Committee
The CSR Committee consists of three members of the Board and one of them is an independent board member:

Average net profit of the Company for last three financial years

Prescribed CSR Expenditure (two percent of the amount as in item 3 above)
Total CSR Budgeted Expenditure (2% of Average PBT of last 3 years) for F.Y: 2015-16: Rs. 207.11 Lakhs 
Details of CSR budget Spent during the financial year:
Total amount to be spent (budget) for the financial year: Rs.207.11 Lakhs
The total actual amount spent during the year is: Rs.174.66 Lakhs
Amount unspent during the year is: Rs.32.45 lakhs
Manner in which the amount spent during the financial year is detailed below:

In case the Company has failed to spend the two percent of the average net profit of the last three financial years or any part thereof, the Company shall provide the reasons for not spending the amount in Directors’ Report:

A responsibility statement of the CSR Committee that the implementation and monitoring of CSR Policy is in compliance with CSR Objectives and Policy of the Company.
CSR Committee hereby confirms that the implementation and monitoring of CSR is in compliance with CSR objectives and Policy of the Company.
For and on behalf of the Board

Managing Director
(DIN: 00265017) ( DIN : 00242672)



































To,
The Members,
Galaxy Surfactants Limited
CIN U39877MH1986PLC039877
C-49/2, TTC, Industrial Area,
Pawne, Navi Mumbai – 400703.
Our Secretarial Audit Report of even date is to be read along with this letter.
Management’s Responsibility
It is the responsibility of the management of the Company to maintain secretarial records, devise proper systems to ensure compliance with the provisions of all applicable laws and regulations and to ensure that the systems are adequate and operate effectively.
Auditor’s Responsibility
Our responsibility is to express an opinion on these secretarial records, standards and procedures followed by the Company with respect to secretarial compliances.
We believe that audit evidence and information obtained from the Company’s management is adequate and appropriate for us to provide a basis for our opinion.
Wherever required, we have obtained the management’s representation about the compliance of laws, rules and regulations and happening of events etc.

Disclaimer
The Secretarial Audit Report is neither an assurance as to the future viability of the Company, nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company.

For S. N. ANANTHASUBRAMANIAN & CO Company Secretaries
Aparna Gadgil
Partner
C.P No. 8430
Date : 1st August, 2016
Place : Thane













ANNEXURE D
Form No. MR-3
SECRETARIAL AUDIT REPORT
FOR THE FINANCIAL YEAR ENDED 31st MARCH, 2016
[Pursuant to section 204(1) of the Companies Act, 2013 and rule No.9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]
To,
The Members,
Galaxy Surfactants Limited
CIN U39877MH1986PLC039877
C-49/2, TTC Industrial Area, Pawne, Navi Mumbai – 400703.
We have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Galaxy Surfactants Limited (hereinafter called the “Company”). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances/Board Processes for expressing our opinion thereon.
Based on our verification of the Company’s books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, we hereby report that in our opinion, the Company has, during the audit period covering the financial year ended 31st March, 2016, complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:
We have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on 31st March, 2016, according to the provisions of:
The Companies Act, 2013 (the Act) and the rules made thereunder and applicable provisions of the Companies Act, 1956;
The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made thereunder; [Not applicable as the Securities of the Company are not listed on any Stock Exchange ] iii. The Depositories Act,1996 and the Regulations and Byelaws framed thereunder;
Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings;
The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act’) are not applicable as the Securities of the Company are not listed on any Stock Exchange:
The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers)
Regulations, 2011;
The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992
(upto 14th May, 2015);
The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015
(effective from 15th May, 2015);
The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)
Regulations, 2009;
The Securities And Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 ;
The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations,
2008;
The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents)
Regulations, 1993 regarding the Companies Act and dealing with client;
The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009;
The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998;
The Company has identified the following laws as specifically applicable to the Company:
The Drugs and Cosmetics Act,1940;
The Petroleum Act,1934;
The Static & Mobile Pressure Vessels (Unfired) Rules,1981;
The Indian Boilers Act,1923;
The Legal Metrology Act, 2009;
The Narcotic Drugs & Psychotropic Substances Act,1985;
The Special Economic Zones Act, 2005;
The Hazardous Wastes (Management, Handling and Transboundary Movement) Rules, 2008;
The Explosives Act, 1884;
The Gas Cylinders Rules,1981;
The Arms Act, 1959;
We have also examined compliance with the applicable clauses of the following:
The Company has generally complied with Secretarial Standards with regard to meetings of Board of Directors (SS-1) and General Meetings (SS-2) issued by the Institute of Company Secretaries of India (ICSI) and made effective from1st July, 2015;
The Listing Agreements entered into by the Company with BSE Limited and National Stock Exchange of India Limited (upto 30th November, 2015) and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 made effective from 1st December, 2015 [ Not applicable as the Company is not listed with any Stock Exchange ]
During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above.
We further report that : -
The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.
Adequate notice is given to all Directors to schedule the Board Meetings, agenda and detailed notes on agenda were generally sent Seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.
Majority decision is carried through while the dissenting members’ views, if any, are captured and recorded as part of the minutes.
We further report that based on review of compliance mechanism established by the Company and on the basis of the Compliance Certificate(s) issued by the Company Secretary and taken on record by the Board of Directors at their meeting, we are of the opinion that the Company has adequate systems and processes in place in the Company which is commensurate with its size and operations of the Company to monitor and ensure compliance with all applicable laws, rules, regulations and guidelines.
As informed the Company has responded to notices for demands, claims, penalties etc levied by various statutory / regulatory authorities and initiated actions for corrective measures, wherever necessary.
We further report that during the audit period, there were following specific events/ actions having a major bearing on the Company’s affairs in pursuance of the laws, rules, regulations, guidelines, standards, etc:-
The Company has passed a Special Resolution through a postal ballot on 22nd September, 2015 for authorizing the Board for creation of charge/ hypothecation/ mortgage on the movable/ immovable properties of the Company for securing the borrowings of the Company subject to the maximum limit of Rs.1500 Crore.
Pursuant to the provisions of Section 180(1)(c) of the Companies Act, 2013 the Company has passed a Special Resolution in the 29th Annual General Meeting held on 28th September, 2015 to borrow monies, which together with the monies already borrowed by the Company (apart of the temporary loans obtained from the Company’s bankers in the ordinary course of business) may exceed the aggregate for the time being of the paid-up share capital of the Company and its free reserves, provided that the total amount of monies so borrowed by the Company shall not at all time exceed the limit of Rs. 1500 Crore.
For S. N. ANANTHASUBRAMANIAN & CO.
Company Secretaries
Aparna Gadgil
Partner
C P No. 8430
Date : 1st August, 2016
Place : Thane

ANNEXURE E
FORM NO. MGT-9
EXTRACT OF ANNUAL RETURN AS ON THE FINANCIAL YEAR ENDED ON MARCH 31, 2016
[ Pursuant to Section 92(3) of the Companies Act, 2013, and Rule 12(1) of the Companies
( Management and Administration) Rules, 2014]