DIRECTORS' REPOR To, The Members, GALAXY AGRICO EXPORTS LIMITED 01] Your Directors are pleased to present the TWENTY FIRST ANNUAL REPORT of the company together with the Annual Audited Financial Statements for the year ended 31st MARCH, 2015. 02] FINANCIAL PERFORMANCE: During the year 2014-15, the total income of the Company amounted to 486.67 Lacs as compared to 576.30 Lacs in the previous year. The economy is showing down trend and simultaneously result of company is also affected. Further from the year 2014-15 there is a change in Depreciation of the assets. Because of new applicable rate of the depreciation, the company showing figures of huge loss before tax. It is very distressing to note that the reserve was wiped out because of loss of the company in present year. 03] DIVIDEND: The company has generated loss for the current year. The Board of Director did not recommended any dividend.. 04] TRANSFER TO RESERVES: Your directors do not propose to transfer any amount to the general reserve. 05] EXTRACT OF ANNUAL RETURN: Pursuant to the requirement under Section 134(3)(a), extract of annual return in form MGT-9 is appended as Annexure 1 to this report. 06] BOARD MEETINGS: The Board of Directors met Seven (7) times during the financial year. The intervening gap between any two meetings was within the period prescribed by the Companies Act, 2013. The dates of meeting are as under 27/05/2014 29/05/2014 31/07/2014 05/09/2014 11/11/2014 05/01/2015 10/02/2015 07] DIRECTORS: There is a material change in the Board of Directors. Mr. Bharat Trambaklal Shah (Din 00167314) and Mr. Shashikant Bhalodi (Din : 00167298) (Independent Director) have resigned from the post of Director w.e.f 05th September 2014. Mr.Mansukhlal Nathabhai Goani (Din 02167809) AND Mr. Kirankumar Bavanjibhai Govani (Din: 01294557) are appointed as a Independent Director w.e.f 30th September 2014. One Women Director Mrs. Mausami Sadaria ( Din: 07046365) was appointed as an additional Director Shri Sanjay J. Patel (Din - 01632620) retires by rotation and being eligible, offers himself for re-appointment. 08] DEPOSIT The company has not accepted any deposit during the financial year. 09] DECLARATION OF INDEPENDENT DIRECTOR'S: The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Act and Clause 49 of the Listing Agreement with the Stock Exchanges. 10] SUBSIDIARIES: A wholly-owned subsidiary in the name of "Accumax Rings Limited" has been incorporated in the month of April, 2013. The subsidiary has been established to focus on the Forged Rings business. Your Company will thereafter focus on the Agriculture Equipments & Trading business. The statement containing salient features of the financial statement of the company's subsidiary in the prescribed form AOC-1 is appended as Annexure 2 to this report. 11] CONSOLIDATED FINANCIAL STATEMENT: In accordance with the Companies Act, 2013 ("the Act") and Accounting Standard (AS) - 21 on Consolidated Financial Statements read with AS - 23 on Accounting for Investments in Associates and AS - 27 on Financial Reporting of Interests in Joint Ventures, the audited consolidated financial statement is provided in the Annual Report. 12] DIRECTOR'S RESPONSIBILITY STATEMENT: Pursuant to the requirement under Section 134(3)(c) of the Companies Act, 2013, with respect to Directors' Responsibility Statement, it is hereby confirmed: (i) that in the preparation of the annual accounts, the applicable accounting standards have been followed; (ii) that the Directors have 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 ended 31st March, 2015 and of the Profit/loss of the Company for that year; (iii) that the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; (iv) that the Directors have prepared the annual accounts on a going concern basis; (v) that the Directors have laid down internal financial controls to be followed by the Company and that such internal controls are adequate and are operating effectively; and (vi) that the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. 13] NOMINATION AND REMUNERATION POLICY The Board has, on the recommendation of the Nomination & Remuneration Committee, framed a policy for selection and appointment of Directors and their remuneration. The Information about Remuneration Policy is stated in the Corporate Governance Report. 14] AUDIT COMMITTEE: Pursuant to the provisions of Section 177 of the Companies Act, 2013 and Clause 49 of the Listing Agreement this company has formed the audit committee. The Audit Committee of the Board of Directors reviews, acts and reports to the Board with respect to various auditing and accounting matters. All the recommendations made by the Audit Committee were accepted by the Board. 15] VIGIL MECHANISM: The Vigil Mechanism of the Company, which also incorporates a whistle blower policy in terms of the Listing Agreement, comprises of group of senior executives of the Company. Protected disclosures can be made by a whistle blower. The policy for the same has been disclosed on the company website at www.galaxyagrico.com 16] DETAILS OF LOANS GIVEN, INVESTMENTS MADE AND GUARANTEE GIVEN COVERED U/S 186 (4) OF THE COMPANIES ACT, 2013: Investments made and Loans given are disclosed under the respective heads in financial statement. Your Company has not given any Corporate Guarantees in respect of loans as at 31.03.2015. 17] CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES: Particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013, are disclosed in Note No. 30 of the Standalone Financial Statements. There is no transaction of related party which is required to show under format AOC-2 attached as Annexure - 3 18] MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION BETWEEN THE END OF FINANCIAL YEAR AND DATE OF REPORT: No material changes and commitments have occurred after the close of the year till the date of this Report, which affect the financial position of the Company. 20] CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, ETC.: Your Company has given utmost priority for conversation of energy while making technical selection of machinery and shall continue to do the same in all the areas in future. B. Technology Absorption The Company has not taken any new technology in particular nor entered into any technology agreement during the period hence the information required is not applicable. The technology used by the Company is indigenously developed and no technology has been imported. C. Environment Your company has taken due care so as not to disturb the ecological balance of the region. The company has also planted a number of trees in the surrounding area so as to keep the environment pollution-free. 21] RISK MANAGEMENT POLICY: The Company has in place a mechanism to identify, assess, monitor and mitigate various risks in achieving the objectives of the Company. The internal control systems are commensurate with the nature and size of the business of the Company. The company has published its risk management policy in the web site. The link of the website is www.galaxyagrico.com 22] CORPORATE SOCIAL RESPONSIBILTY: Since the company does not fall in the criteria mentioned in Section 135(1) of the Companies Act, 2013, the said provisions do not apply to your company. 23] EQUITY SHARES WITH DIFFERENTIAL RIGHTS SWEAT EQUITY & ESOP: No Equity shares with Differential rights, sweat equities or share under employee stock option scheme were issued during the year. 24] RESIGNATION OF CS MINAL SHAH (COMPANY SECRETARY) Company had appointed C.S. Minal Shah bearing membership number 27332 on 28.06.2011 and was holding office upto 03.04.2015. She has tender her resignation letter and same was accepted by the board on 20.04.2015 and for same to make it effective board has filled form Dir-12. 25] AUDITORS: Mr. Arun M. Kothari, auditor of the company will retire at the ensuing Annual General Meeting and is eligible for re-appointment. Mr. Arun M. Kothari have indicated his willingness to act as such and has confirmed that his re-appointment, if made, shall be within the limits of Section 141(3)(g) of the Companies Act, 2013 and that he is not disqualified for re-appointment. The Auditors' Report does not contain any qualification, reservation or adverse remark. 26] SECRETARIAL AUDITOR: The Board has appointed Mr. Piyush Jethva, Practising Company Secretary, to conduct Secretarial Audit for the financial year 2014-15. The Secretarial Audit Report for the financial year ended March 31, 2015 is annexed herewith marked as Annexure 4 to this Report. The clarification on some noting in the secretarial audit report 1. It is a procedural lapse on the part of the Company and no malafied intention involved. 2. The Company has given intimation to stock exchange but not displayed it on website. 3. The Company will comply with the requirement soon. 4. The advertisement was published on 09th September 2015. The dispatch was completed before publication of advertisement. 27] PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES: In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, no employees drawing remuneration in excess of the limits set out in the said rules are provided in the Annual Report. 28] DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 Company has always believed in providing a safe and harassment free workplace for every individual working in through various interventions and practices. The Company always endeavors to create and provide an environment that is free from discrimination and harassment including sexual harassment. The Company has in place a robust policy on prevention of sexual harassment at workplace. The policy aims at prevention of harassment of employees as well as contractors and lays down the guidelines for identification, reporting and prevention of sexual harassment. There is an Internal Complaints Committee (ICC) which is responsible for redressal of complaints related to sexual harassment and follows the guidelines provided in the policy. During the year ended 31 March, 2015, the ICC has received no complaints pertaining to sexual harassment 29] CORPORATE GOVERNANCE: The Company has been pro-active in following the principles and practices of good Corporate Governance. The Company has taken adequate steps to ensure that the conditions of Corporate Governance as stipulated in Clause 49 of the Listing Agreements with the Stock Exchanges are complied with in letter and spirit. A certificate regarding compliance of conditions of corporate governance is appended to this report. 30] BOARD EVALUATION: Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Appointment & Remuneration Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report. 31] APPRECIATION: Your Directors place on record their sincere appreciation of the services rendered by the employees of the Company. Your Directors also place on record their gratitude to Shareholders & Bankers for their valued support. For & on behalf of the Board of Directors, Sd/ Nathabhai J. Sadariya (Managing Director) Sd/ Manoj H. Shah (Whole Time Director) Place : Veraval - Shapar Date : 31/08/2015 |