Galaxy Agrico Ex Director Report

Dear Members,



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.



01] FINANCIAL RESULTS: [In Lacs]



Particulars 2014-15 2013-14



Revenue From Operations (Net) 486.67 576.30



Earnings before Interest,

Depreciation and Tax 65.36 61.19



Less: Finance Costs (30.99) (40.92)



Depreciation (175.93) (41.52)



Add: Other Income 5.49 5.23



Profit / (Loss) Before Tax (136.07) (15.99)



Less: Tax Expense



Net Current Tax - -



Deferred Tax (37.40) (4.03)



Short provision for tax of previous year - -



Profit / (Loss) After Tax (98.67) (11.97)



Balance Brought Forward from Previous Year 110.43 122.39



Balance Carried Forward to BALANCE SHEET 11.76 110.43



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.



19] FOREIGN EXCHANGE EARNINGS AND OUTGO: [in lakhs]



Particulars 2014-15 2013-14



Total foreign Exchange

earned 123.70 68.09



Total foreign Exchange

expended 3.68 -



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.



A. Power & Fuel Consumption



Particulars 2014-15 2013-14



(i) Electricity



Units (Numbers) 15,23,250 15,34,470



Total Amount (Rs. in Lakhs) 126.47 138.59



Rate/Unit (Rs.) 8.30 9.03



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. ICC has its presence at corporate

office as well as at site locations. the company has formulated the

Internal Complaints Committee as under



NAME OF DIRECTOR STATUS



Mrs. Mausamiben Sadaria Chairman



Mr. Nathabhai Sadaria Member



Mr. Manoh H. Shah Member



Mr. Sanjay Patel Member



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/ Sd/

Nathabhai J. Sadariya Manoj H. Shah

(Managing Director) (Whole Time Director)



Place : Veraval -Shapar

Date : 31/08/2015