Download - NOTICE OF MEETING NOTICE ANNUAL GENERAL MEETING 3 …NOTICE 2015-16 NOTICE OF MEETING NOTICE is hereby given that the 0th 3 ORDINARY BUSINESSES:- ANNUAL GENERAL MEETING of the Members

NOTICE 2015-16

NOTICE OF MEETING NOTICE is hereby given that the 30th

ORDINARY BUSINESSES:-

ANNUAL GENERAL MEETING of the Members of GALAXY CONSOLI DATED FINANCE LTD will be held at the Registered Office of the Company at Shree Commercial, Dr. Yagnik Road, Rajkot – 360 001, Gujarat on Friday, September 30, 2016 at 4:00 P.M. to transact the following businesses:

1. To receive, consider and adopt audited financial statement of account for the financial year ended on March 31, 2016 together with the reports of the Board of Directors’ and the Auditors’ thereon and

2. Ratification of Appointment of Statutory Auditor and to fix their remuneration. To consider and if thought fit, to pass with or without modification(s), if any, the following resolution as an Ordinary Resolution : “RESOLVED THAT pursuant to the provisions of Section 139, 142, and other applicable provisions, if any, of the Companies Act, 2013 and the rules made thereunder, including any statutory modification(s) or re-enactment(s) thereof for the time being in force, the Company hereby ratifies the appointment of M/s. S. Mandawat & Co., Chartered Accountants (Firm Registration No. 118330W) as Statutory Auditors of the Company to hold office from the conclusion of the this Annual General Meeting till the conclusion of the next Annual General Meeting to be held in the year 2017, on a remuneration as may be agreed upon by the Board of Directors and the Auditors, apart from out-of-pocket expenses that may be incurred by them for the purpose of audit.” SPECIAL BUSINESSES:- ITEM NO. 3 - Appointment of Ms. Reena Mahatama as a Whole-time Director To consider and, if thought fit, to pass with or without modification(s) the following Resolution as a SPE CIAL RESOLUTION: “RESOLVED THAT pursuant to the provisions of Section 196, 197, 198, 203 and other applicable provisions of the Companies Act, 2013 and the rules made thereunder (including any statutory modification or re-enactment thereof for the time being in force) read with Schedule V of the Companies Act, 2013 and applicabl e article of the Articles of Associations of the Company and subject to such consent(s), approval(s) and permission(s) as may be required in this regard and subject to such condition as may be imposed by any authori ty while granting such consent(s), approval(s) and permission(s) and as agreed by the Board of Directors (herein after referred to as the “Board” which term shall, unless repugnant to the context by the Board in this behalf, be deemed to include the Nomination and Remuneration Committee of the Board) approval of the members of the Company be and is hereby accorded to the appointment of Ms. Reena Mahatma as Whole-time Director of the Company, for a period of 5 years with effect from July 1, 2016 to June 30, 2021 on the terms and conditions including the remuneration as set out in the Statement annexed to the Notice convening this meeting, with liberty to the Board of Directors of the Company to alter and vary the terms and conditions of the said appointment and / or remuneration it may and as may be acceptable to Ms. Reena Mahatma, subject to the same not exceeding the limits specified under Schedul e V of the Companies Act, 2013 or any statutory modification(s) or re-enactment thereof.

“RESOLVED FURTHER THAT the Board be and is hereby authorized to do all such acts, deeds and things and execute all such documents, instruments and writings as may be required and to delegate all or any of its powers herein conferred to any Committee of Directors or Director(s) to give effect to the aforesaid resolution.” Registered Office Shree Commercial, Dr. Yagnik Road, Rajkot – 360 001

By Order of the Board For, Galaxy Consolidated Finance Limited

Reena Mahatama

Whole –time Director DIN: 02846012

PLACE: Rajkot DATE: August 10, 2016

NOTICE 2015-16

Notes:

1. The relative Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 (“Act”) setting out material facts concerning the businesses covered under Item No. 3 of the Notice, is annexed hereto. The relev ant details, as required under Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”), of the person seeking appointment as Director under Item No. 3 of the Notice, are also annexed.

2. A Member entitled to attend and vote at the Annual General Meeting (AGM) is entitled to appoint a proxy to attend and vote instead of himself and the proxy need not be a Member of the Company.

A person can act as proxy on behalf of Members not exceeding 50 (fifty) and holding in the aggregate not more than 10% of the total share capital of the Company. In case a proxy is proposed to be appointed by a Member holding more than 10% of the total share capital of the Company carrying voting rights, then such proxy shall not act as a proxy for any other person or shareholder.

The instrument appointing the proxy, in order to be effective, must be deposited at the Company’s Registered Office, duly completed and signed, not less than 48 (Forty-Eight) Hours before the commencement of the AGM. Proxies submitted on behalf of limited companies, societies etc., must be supported by appropriate resolutions / authority, as applicable.

During the period beginning 24 hours before the time fixed for the commencement of Meeting and ending with the conclusion of the Meeting, a Member would be entitled to inspect the proxies lodged at any time during the business hours of the company.

3. Members / Proxies should bring their Attendance slip duly completed for attending the meeting. The signature of the attendance slip should match with the signature(s) registered with the Company. Members holding shares in dematerialized form are requested to bring their Client ID and DP ID numbers for identification.

4. Corporate members intending to send their authorized representatives to attend the meeting are requested to send a certified copy of the board resolution authorizing their representative to attend and vote on their behalf at the meeting.

5. In case of joint holders attending the meeting together, only whose name appearing first will be entitled to vote.

6. The Register of Members and Share Transfer Books of the Company will be closed from Saturday, September 24, 2016 to Friday, September 30, 2016 (both days inclusive) and same will be re-opened from Saturday, October 1, 2016 onwards.

7. The route map showing directions to reach the venue of the 30th

8. To prevent fraudulent transactions, members are advised to exercise due diligence and notify the Company of any change in address or demise of any member as soon as possible. Members are also advised not to leave their demat account(s) dormant for long period of time. Periodic statement of holdings should be obtained from the concerned Depository Participant and holdings should be verified.

AGM is provided at the end of the Annual Report of the Company.

9. Members holding shares in Physical form are requested to intimate all changes pertaining to their bank details such as bank account number, name of the bank and branch details, MICR code and IFSC code, mandates, nominations, power of attorney, change of address, change of name, e-mail address, contact numbers, etc., to the Company, which will help the Company to provide efficient and better services.

10. The Securities and Exchange Board of India (“SEBI”) has mandated the submission of Permanent Account Number (PAN) by every participant in securities market. Members holding shares in physical form can submit their PAN details to the Company .

11. Members holding shares in physical form, in identical order of names, in more than one folio are requested to send to the Company, the details of such folios together with the share certificates for consolidating their holdings in one folio. A consolidated share certificate will be issued to such Members after making requisite changes.

12. As per the provisions of Section 72 of the Act, the facility for making nomination is available for the Members in respect of the shares held by them. Members who have not yet registered their nomination are requested to register the same by submitting Form No. SH-13. The Nomination Form can be obtained from the Company. Members holding shares in physical form may submit the same to the Company

NOTICE 2015-16

13. The Company is concerned about the environment and utilizes natural resources in a sustainabl e way. We request every member to update their email address with the Company to enable us to send you the communications via email.

14. The Notice of the AGM along with the Annual Report 2015-16 is being sent by electronic mode to those Members whose e-mail addresses are registered with the Company, unless any Member has requested for a physical copy of the same. For Members who have not registered their e-mail addresses, physical copies are being sent by the permitted mode.

15. The Register of Directors and Key Managerial Personnel and their shareholding, maintained under Section 170 of the Companies Act, 2013, will be available for inspection by the members at the Annual General Meeting.

16. The Register of Contracts or Arrangements in which Directors are interested, maintained under Section 189 of the Companies Act, 2013, will be available for inspection by the members at the Annual General Meeting.

17. Members seeking any information with regard to the accounts are requested to write to the Company at an early date, so as to enable the Management to keep the information ready at the Annual General Meeting.

All documents proposed for approval, if any, in the above Notice and documents specifically in the Explanatory Statement are open for inspection at the Registered office of the Company between 10.00 a.m. and 12.00 Noon on all working days (except Saturdays, Sundays and Holidays) up to the date of 30th

Annual General Meeting.

NOTICE 2015-16

ANNEXURE TO NOTICE EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013

Item No. 3 The Board of Directors, vide resolution passed in their meeting hel d on July 1, 2016 approved the appointment Ms. Reena Mahatma as the Whole-Time Director with effect from July 1, 2016 in accordance with the provisions contained in Section 196 and 197 read with Section 203 of the Companies Act, 2013.

This explanatory statement may also be read and treated as disclosure in compliance with the requirements of Section 190 of the Companies Act, 2013.

The main terms and conditions of his reappointment and remuneration of Whole-time Director are as under:

I. Remuneration:

A. Salary:

The Whole-time Director shall be entitled to salary of Rs. 20,000/- per month. The Whole-time Director shall be entitl ed to reimbursement of expenses incurred by him in connection with the business of the Company.

As per the provisions of Sections196, 197, 203 and all other applicable provisions, if any, of the Companies Act, 2013, approval of Whole-Time Director shall require approv al of the members in General Meeting.

Brief resume and other details of the Whole-time Director whose appointment is proposed are provided in the annexure to the Expl anatory Statement attached herewith.

Save and except Ms. Reena Mahatma and their relatives to the extent their shareholding in the Company, none of the Directors and Key Managerial Personnel of the Company and their relatives is concerned or interested, financially or otherwise, in the resolution set out at item No. 3.

Registered Office Shree Commercial, Dr. Yagnik Road, Rajkot – 360 001


Reena Mahatama Whole –time Director

DIN: 02846012 PLACE: Rajkot DATE: August 10, 2016

NOTICE 2015-16

ANNEXURE TO THE NOTICE

Details of Directors Seeking appointment / re-appointment in this Annual General Meeting:

Name of Director Ms. Reena Mahatma Date of Birth 20/10/1983 Date of Appointment 01/07/2016 Qualifications Bachelor of Arts Expertise in Specific Functional Areas Business Administration List of Public Limited Companies in which Directorships held

1. GUJARAT INJECT KERALA LTD

Chairman / Member of the Committees* of the Board of Directors of the Company

2

Shareholding in the Company Nil Committee includes the Audit Committee and Stakeholders’ Grievance Committee

DIRECTORS’ REPORT 2015-16

DIRECTORS’ REPORT To, The Shareholders, Your Directors present the 30th Annual Report of your Company with the Audited Financial Statement of the Company for the year ended March 31, 2016.

1. Financial Results (Amt in Rs. lakhs)

Particulars 2015-16 2014-15 Revenue from Operations 2.64 2.26 Other Income - - Total Revenue 2.64 2.26 Less: Total Expenses 3.58 2.25 Operating Profit / (Loss) before Exception item, Depreciation, Interest and Tax

(0.94) 0.01

Less: Depreciation 0.02 0.02 Interest 0.01 - Profit / (Loss) Before Tax (0.98) 0.03 Less: Current Tax / Deferred Tax - - Profit / (Loss) after Tax (0.98) 0.03

2. Review of Business Operation Revenue from operations for FY 2015-16 was Rs. 2.64 lakhs compared to the Revenue from operations of Rs. 2.26 lakhs of previous year which shows uptrend of about 17 % over the previous year. The Loss before tax of the Company for the financial year 2015-16 stood at Rs. 0.98 lakhs as against profit before tax of Rs. 0.03 lakhs of previous year making Net Loss after Tax for the financial year 2015-16 of Rs. 0.98 lakhs as against Net Profit after tax of Rs. 0.03 lakhs of previous year. During the year the Company has earned more income then the previous year due to favorable market conditions but due to providing better services to the customers of the Company, the Company has incurred more expenses then that of previous year and has incurred losses due to the same. The Company is in planning to generate more business opportunities during the year and earn profits during the year.

3. Dividend To conserve resources for future prospect and growth of the Company, your Directors regret to declare Dividend for the Financial Year 2015-16 (Previous year - Nil).

4. Net Profit Transfer to Reserve The Company has transferred NIL to Reserve and Surplus for the financial year 2015-16.

5. Information of Board of Director, and Its Meetings: a. Composition and Category of Directors on date of this report is:

Name of Directors

Category of Directorship

No. of other Directorship*

No. of Committee Membership /

Chairmanship in other Companies

No. of Board

Meetings attended

during 2015-16

Attendance at the AGM held

on 30-09-2015

Ms. Reena Mahatma

Whole-time Director

7 - 0 NA


Mr. Niranjan Jain

Independent Director

0 - 5 Yes

Mrs. Sangitaben Jain

Independent Director

3 M-6 5 Yes

* Excluding Directorship held in the Company. The Board consists of three (3) members as ondate of Report. One (1) of whom is Whole-time Director, and two (2) are Non-Executive Independent Directors. Further, Ms. Sangitaben Jain, a Non-Executive Independent Director of the Company, is designated as Woman Director for the Company in terms of second proviso to the Section 149 (1) of the Companies Act, 2013. Board Meetings Regular meetings of the Board are held at least once in a quarter. Additional Board meetings are convened to discuss and decide on various business policies, strategies and other businesses. During the year under review, Board of Directors of the Company met 8 times, vizMay 01, 2015, May 27, 2015, June15, 2015, July 22, 2015, July 27, 2015, August 14, 2015, September 03, 2015, November 10, 2015 and February 11, 2016 The gap between two consecutive meetings was not more than one hundred and twenty days as provided in section 173 of the Act. The Independent Directors of the Company has met one time on March 31, 2016, inter alia, to evaluate the performance of Non-Independent Directors, Board as a whole and performance of Chairman of the Company. Further, your Company has formed following Committees of the Board in accordance with Companies Act, 2013 and the Listing Agreement: 6. Information of Committee and Its Meetings

a. Audit Committee Meetings, Composition and Attendance: The Audit Committee met five times during the financial year 2015-16 on May 1, 2015, May 27, 2015, August 14, 2015,November10, 2015, and February11, 2016. The Audit Committee comprises of three Directors and two of them are Independent Directors. The composition of the Audit Committee as on date of Report and details of the attendance of the members of the committee at the meetings of the Committee are as under:

Name of the Director Category Designation No. of Meetings Attended

Mr. Niranjan Jain Independent Director Chairman 3 Ms. Sangitaben Jain Independent Director Member 3 Ms. Reena Mahatma Whole-time Director Member 0 The Statutory Auditors of the Company are invited in the meeting of the Committee wherever requires. All the members of the Audit Committee have the requisite qualification for appointment on the Committee and possess sound knowledge of accounting practices, financial and internal controls. Company Secretary of the Company is acting as a secretary to the Committee.

b. Stakeholders’ Grievances and Relationship Committee


The Company has constituted Stakeholder’s Grievance & Relationship Committee mainly to focus on the redressal of Shareholders’ / Investors’ Grievances, if any, like Transfer / Transmission / Demat of Shares; Loss of Share Certificates; Non-receipt of Annual Report; Dividend Warrants; etc. During the year under review, Stakeholder’s Grievance & Relationship Committee met 4 (Four) times viz on May 27, 2015, August 14, 2015, November 10, 2015, and February 11, 2016. The composition of the Committee and the details of meetings attended by its members are given below: Name of the Director Category Designation No. of Meetings

Attended Mr. Sangitaben Jain Independent Director Chairman 3 Mr. Niranjan Jain Independent Director Member 3 Ms. Reena Mahatma Whole-time Director Member N.A. Complaint During the year, the Company had not received any complaints from the Shareholders. There was no complaint pending as on March 31, 2016.

c. Nomination and Remuneration Committee The Company has not formed Nomination and Remuneration Committee.

7. Appointment, Re-appointment and Resignation of Directors During the year, in terms of Section 149, 152,198 and 203 and Regulation 29(2) of the Listing Agreement, the Board of Directors in their Meeting held on July 22, 2015 has appointed Ms. Sangitaben Jain and Mr. Niranjan Jain as Non-Executive Independent Directors of the Company and in the meeting held on June 30, 2016 Board of Directors has appointed Ms. Reena Mahatma as Whole-time Director of the Company for a period of 5 years w.e.f. July 01, 2016. The Members of the Company, in this 30th Annual General Meeting will ratify the appointment of Ms. Reena Mahatma as a Whole-time Director of the Company subject to the approval of Shareholders of the Company. During the year under review, Mr. AshokbhaiKathik, Mr. ShaileshPrajapati, Mr. BhikhulalHansaliya, and Mr. Dinesh Patel Directors of the Company had resigned from the office of Board of the Company w.e.f. July 27, 2015. Further, Mr. ShirishkumarVacchani and Ms. SarojbenVacchani resigned from the office of the Board w.e.f. June 15, 2015. Mr. Ashok Patel, Managing Director of the Company resigned from the office of Managing Director w.e.f. July 14, 2015. The places on record their appreciations for their efforts in the success of the Company. None of the Directors of the Company is disqualified for being appointed as Director as specified in Section 164 (2) of the Companies Act, 2013.

8. Declaration by Independent Directors The Company has received necessary declaration from each Independent Director under Section 149(7) of the Companies Act, 2013, to the effect that they meet the criteria of independence laid down in Section 149(6) of the Companies Act, 2013.

9. Details of Key Managerial Personnel Ms. ReenaMahatama, Wholetime Director is the Key Managerial Personnel (“KMP”) as per the provisions of the Companies Act, 2013. He has been appointed as such by the Board of Directors w.e.f. July 01, 2013. Further, Mr. GautamChauhanwas appointed as Chief Financial Officer of the Company w.e.f. July 01, 2016.

10. Nomination and Remuneration Policy


In terms of the provisions of the Companies Act, 2013 the Company has devised a policy on Nomination and Remuneration of Directors, Key Managerial Personnel and Senior Management.

A. Policy on Appointment of Directors, Key Managerial Personnel and Senior Management Personnel: The policy is formulated to identify and ascertain the integrity, qualification, expertise and experience of the person for appointment as Director, KMP and Senior Management personnel and recommend to the Board for his / her appointment.

B. Policy on remuneration of Director, KMP and Senior Management Personnel The Company follows mixed of fixed pay, benefits and performance based variable pay. The Company pays remuneration by way of salary. The remuneration paid by the Company is within the salary scale approved by the Board and Shareholders.

11. Board Evaluation The board of directors has carried out an annual evaluation of its own performance, board committees and individual directors pursuant to the provisions of the Act.

The performance of the board was evaluated by the board, after seeking inputs from all the directors, on the basis of the criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.

The board and the nomination and remuneration committee reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the chairman was also evaluated on the key aspects of his role.

Separate meeting of independent directors was held to evaluate the performance of non-independent directors, performance of the board as a whole and performance of the chairman, taking into account the views of executive directors and non-executive directors. The same was discussed in the board meeting that followed the meeting of the independent directors, at which the performance of the board, its committees and individual directors was also discussed. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

The Board of Directors expressed their satisfaction with the evaluation process.

12. Public Deposit The company has not accepted any deposits from the public. Hence, the directives issued by the Reserve Bank of India & the Provision of Section 73 to 76 of the Company Act, 2013 or any other relevant provisions of the Act and the Rules there under are not applicable.

13. Particulars of Loans, Guarantees, Investments & Security Details of Loans, Guarantees, Investments and Security covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statement.

14. Contracts or Arrangements with Related Parties All transactions to be entered by the Company with related parties will be in the ordinary course of business and on an arm’s length basis. However, the Company has not entered into any related party transaction, as provided in Section 188 of the Companies Act, 2013, with the related party. Hence, Disclosure as required under Section 188 of the Companies Act, 2013 is not applicable to the Company.

15. Extract of Annual Return


Pursuant to sub-section 3(a) of Section 134 and sub-section (3) of Section 92 of the Companies Act, 2013 read with Rule 12 of Companies (Management and Administration) Rules, 2014 the extract of the Annual Return as at March 31, 2016 in Form MGT-9, forms part of this Annual Report as Annexure- “A”.

16. Particular of Employees The Company has not paid any remuneration to any Director of the Company. Hence, details in terms of sub-section 12 of Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are not applicable to the Company.

The details as required under section 197(12) of the Companies Act, 2013, read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel), 2014 is not applicable as there is no such employee in the Company employed throughout the financial year with salary above Rs. 102 Lakh p.a. or employed part of the financial year with average salary above Rs. 8.5 Lakhs per month.

Further, there is no employee employed throughout Financial year or part thereof, was in receipt of remuneration of in aggregate is in excess of that drawn by the Managing Director or Whole time Director or Manager and holds by himself or along with his spouse and dependent children, not less than Two percent (2%) of the Equity Shares of the Company.

17. Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo The details of conservation of energy, technology absorption etc. as required to be given under section 134(3)(m) of the Companies Act 2013 read with the Companies (Accounts) Rules, 2014, are not applicable to our Company, as the Company is not carrying on any manufacturing activities.

Further, there was no foreign exchange earnings and outgo during the financial year 2015-16 (Previous Year – Nil).

18. Material Changes and commitment affecting financial position of the Company The equity shares of the company got suspended from the BSE Ltd. w.e.f. February 25, 2016.

19. Sexual Harassment of women at workplace There were no incidences of sexual harassment reported during the year under review, in terms of the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and there are only 2 Women employees (Both are holding the position in the Top Management Level) and therefore there was no need to constitute an Internal Complaints Committee (ICC).

20. Corporate Governance Your Company strives to incorporate the appropriate standards for corporate governance. However, pursuant to Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Company is not required to mandatorily comply with the provisions of certain regulations of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and therefore the Company has not provided a separate report on Corporate Governance, although few of the information are provided in this report of Directors under relevant heading.

21. Management Discussion and Analysis Management Discussion and Analysis, for the year under review, as stipulated under Regulations 27(2) of the SEBI (LODR), 2015, is presented in a separate section forming part of this Annual Report.

22. Auditors

A. Statutory Auditor & their report


Pursuant to the provisions of section 139 of the Act and the rules framed thereafter, M/s. S. Mandawat& Co., Chartered Accountants, Ahmedabad [FRN: 118330W], were appointed as statutory auditors of the Company from the conclusion of the 29thAnnual General Meeting (AGM) of the Company held on September30, 2015 till the conclusion of the 34thAGM to be held in the year 2020, subject to ratification of their appointment at every AGM. The Auditors’ Report on the accounts of the Company for the accounting year ended March 31, 2016 is self-explanatory and do not call for further explanations or comments that may be treated as adequate compliance of Section 134 of the Companies Act, 2013.

B. Secretarial Auditor & their report Pursuant to the provisions of section 204 of the Act and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Ms. Ankita Patel, Practicing Company Secretary, Ahmedabad to carry out the Secretarial Audit for the financial year ended on March 31, 2016. Secretarial Audit Report is attached to this report as Annexure–“B”. The Secretarial Auditors’ Report for the financial year ended on March 31, 2016 is self-explanatory and do not call for further explanations or comments that may be treated as adequate compliances of various act, rules, regulations, guidelines etc. as applicable to the Company except that the report contain some observation by the Auditor that Company has not filled certain resolutions with the registrar.

23. Directors’ Responsibility Statement In terms of section 134(5) of the Act, your Directors state that:

i. in the preparation of the annual financial statements for the year ended on March 31, 2016, applicable accounting standards read with requirements set out under schedule III of the Act, have been followed along with proper explanation relating to material departures, if any,

ii. such accounting policies have been selected and applied consistently and judgments and estimates made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at March 31, 2016 and of the profit of the company for the year ended on that date,

iii. proper and sufficient care has been taken for maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for prevention and detection of fraud and other irregularities,

iv. the annual financial statements are prepared on a going concern basis, v. proper internal financial controls are in place and that the financial controls are adequate and are operating

effectively and vi. the systems to ensure compliance with the provisions of all applicable laws are in place and are adequate

and operating effectively.

24. General Disclosure Your Directors state that the Company has made disclosures in this report for the items prescribed in section 134(3) of the Act and Rule 8 of The Companies (Accounts) Rules, 2014 to the extent the transactions took place on those items during the year. Your Directors further state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1. Details relating to deposits covered under Chapter V of the Act. 2. Details of Annual Report on Corporate Social Responsibility as Company is not falling within the

criteria as prescribed u/s 135 of the Companies Act, 2013 3. Issue of Equity Shares with differential rights as to dividend, voting or otherwise. 4. Issue of shares (including sweat equity shares) to employees of the Company under any scheme save

and ESOS. 5. Details of Subsidiary, Associates and Joint Venture Company. 6. Details of Contracts and arrangement with the related parties.


7. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company’s operations in future.

25. Acknowledgement

Your Directors take this opportunity to place on record the valuable co-operation and support extended by the banks, government, business associates and the shareholders for their continued confidence reposed in the Company and look forward to having the same support in all future endeavours. Registered Office Shree Commercial, Dr. Yagnik Road, Rajkot – 360 001


ReenaMahatama Whole –time Director

DIN: 02846012 PLACE: Rajkot DATE: August14, 2016


Annexure-A

Form No. MGT-9

EXTRACT OF ANNUAL RETURN as on the financial year ended on 31st March, 2016

[Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and

Administration) Rules, 2014]

I. REGISTRATION AND OTHER DETAILS

CIN: L65910GJ1985PLC007784 Registration Date 15/04/1985 Name of the Company Galaxy Consolidated Finance Ltd Category / Sub-Category of the Company Public Limited Company having Share Capital Address of the registered office and contact details Shree Commercial,Dr. Yagnik Road,

Rajkot - 360001 E-mail: [email protected] Tel No.: +91 79 2644 0427

Whether listed company Yes / No Yes Name, Address and Contact details of Registrar and Transfer Agent, if any

In House

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All business activities contributing 10% or more of the total turnover of the Company shall be stated:

Sr. No. Name and Description of main products / services

NIC Code of the Product / service

% to total turnover of the company

1 Other Agricultural Activities 01619 100%

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES The Company has no Subsidiary, Holding or any associate Company.

IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)

i) Category-wise Share Holding Category of

Shareholders No. of Shares held at the beginning

of the year No. of Shares held at the end of the

year %

change

during the year

Demat

Physical Total % of Total Share

s

Demat

Physical Total % of Total Share

s

A. Promoters (1) Indian a) Individual 0 48100 48100 4.81 0 0 0 0.00 -4.81 b) Central Govt. Or State Govt. 0 0 0 0.00 0 0 0 0.00

0.00

mailto:[email protected]�


c) Bodies Corporate 0 0 0 0.00 0 0 0 0.00 0.00 d) Bank/FI 0 0 0 0.00 0 0 0 0.00 0.00 e) Any other 0 0 0 0.00 0 0 0 0.00 0.00

- HUF 0 0 0 0.00 0 0 0 0.00 0.00 - Clearing

Member 0 0 0 0.00 0 0 0 0.00 0.00

SUB TOTAL:(A) (1) 0 48100 48100 4.81 0 0 0 0.00 -4.81

(2) Foreign a) NRI- Individuals 0 0 0 0.00 0 0 0 0.00 0.00

b) Other Individuals 0 0 0 0.00 0 0 0 0.00 0.00 c) Bodies Corp. 0 0 0 0.00 0 0 0 0.00 0.00 d) Banks/FI 0 0 0 0.00 0 0 0 0.00 0.00 e) Any other… 0 0 0 0.00 0 0 0 0.00 0.00

0.00

SUB TOTAL (A) (2) 0 0 0 0.00 0 0 0 0.00 0.00

Total Shareholding of Promoter (A)= (A)(1)+(A)(2) 0 48100 48100 4.81 0 0 0 0.00 -4.81

B. PUBLIC SHAREHOLDING

(1) Institutions a) Mutual Funds 0 0 0 0.00 0 0 0 0.00 0.00

b) Banks/FI 0 0 0 0.00 0 0 0 0.00 0.00 C) Cenntralgovt 0 0 0 0.00 0 0 0 0.00 0.00 d) State Govt. 0 0 0 0.00 0 0 0 0.00 0.00 e) Venture Capital Fund 0 0 0 0.00 0 0 0 0.00 0.00 f) Insurance Companies 0 0 0 0.00 0 0 0 0.00 0.00 g) FIIS 0 0 0 0.00 0 0 0 0.00 0.00 h) Foreign Venture Capital Funds 0 0 0 0.00 0 0 0 0.00 0.00 i) Others (specify) 0 0 0 0.00 0 0 0 0.00 0.00

SUB TOTAL (B)(1): 0 0 0 0.00 0 0 0 0.00 0.00

(2) Non Institutions a) Bodies corporates i) Indian 0 49500 49500 4.95 0 2500 2500 0.25 -4.70

ii) Overseas 0 0 0 0.00 0 0 0 0.00 0.00 b) Individuals

0.00

i) Individual shareholders holding nominal share capital upto Rs.2 lakhs

0 902400 902400 90.24 0 902400 902400 90.24 0.00

ii) Individuals shareholders holding nominal share capital in excess of Rs. 2 lakhs

0 0 0 0.00 0 95100 95100 9.51 9.51

c) Others (specify)

- Clearing Members 0 0 0 0.00 0 0 0 0.00 0.00


- HUF 0 0 0 0.00 0 0 0 0.00 0.00 SUB TOTAL (B)(2): 0 951900 951900 95.19 0 951900 951900 95.19 0.00

Total Public Shareholding (B)= (B)(1)+(B)(2) 0 951900 951900 95.19 0 951900 951900 95.19 0.00

C. Shares held by Custodian for GDRs & ADRs 0 0 0 0.00 0 0 0 0.00 0.00

Grand Total (A+B+C) 0 1000000 1000000 100 0 1000000 1000000 100 0.00 * Note: In Public Shareholding “Individual Category”: 1. a. Individual Shareholders holding nominal share capital upto Rs. 1 lakh is considered in the No. of Shares held at the beginning of the year. b. Individual Shareholders holding nominal share capital in excess of Rs. 1 lakh is considered in the No. of Shares held at the beginning of the year. 2. a. Individual Shareholders holding nominal share capital upto Rs. 2 lakh is considered in the No. of Shares held at the beginning of the year. b. Individual Shareholders holding nominal share capital in excess of Rs. 2 lakh is considered in the No. of Shares held at the beginning of the year.

ii) Shareholding of Promoters

Sr. No.

Shareholder’s Name

Shareholding at the beginning of the year

Shareholding at the end of the year

% change in shareholding during the

year

No. of Shares

% of total Shares of the company

%of Shares Pledged / encumbered to total shares

No. of Shares

% of total Shares of the company

%of Shares Pledged / encumbered to total shares

1. Ashok Patel 501 0.05 0 0 0 0 -0.05 2. Dinesh Patel 1195 0.12 0 0 0 0 -0.12 3. ShirishVachhan

i 1 0.00 0 0 0 0 -0.00

4 BhikhulalHansaliya

500 0.05 0 0 0 0 -0.05

5. SarojVachhani 200 0.02 0 0 0 0 -0.02 6. MangalabenHa

nsaliya 502 0.05 0 0 0 0 -0.05

7. Jayagouri Patel 45201 4.52 0 0 0 0 -4.52

iii) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs and ADRs) Sr. No.

Particulars Shareholding at the beginning of the year

Cumulative Shareholding during the year

For Each of the Top 10 Shareholders

No. of shares % of total shares of

the company

No of shares % of total shares of

the company

1. Ravi Bhandari 0 0.00 48100 4.81 2. ManojRathod 0 0.00 47000 4.70 3. Jayantilal Patel 9000 0.90 9000 0.90 4. I RaghvendraRao Naidu 9500 0.95 9500 0.95 5. Shantosh Kumar Panda 9500 0.95 9500 0.95


6. Ranjana Mishra 9500 0.95 9500 0.95 7. SantanuParida 9500 0.95 9500 0.95 8. Y DurgaprasadRao 9500 0.95 9500 0.95 9. K. Prakash Rao 9500 0.95 9500 0.95

10. AnnaparnaDwivedy 9500 0.95 9500 0.95 11. ChitranjanBhuyan 9400 0.94 9400 0.94 12. VimalJayantilal Patel 2000 0.20 2000 0.20 13. NaliniModi 1500 0.15 1500 0.15 14. Ramesh Govind Patel 1500 0.15 1500 0.15 15. Ashwin Shah 1000 0.10 1000 0.10 16. AtmaramManghirmalani 1000 0.10 1000 0.10 17. Mrs. Bina Devi Agarwal

C/O Kailash Prakash Agarwal 1000 0.10 1000 0.10 18. DhanlaxmiMorarjiPanchmatia 1000 0.10 1000 0.10 19. Dinesh K Jobanputra 1000 0.10 1000 0.10 20. Dinesh Maheswari 1000 0.10 1000 0.10 21. Dushyant Shah 1000 0.10 1000 0.10 22. InduGoel 1000 0.10 1000 0.10 23. Kamal Bhoolabhai 1000 0.10 1000 0.10 24. KantilalAmritlalDoshi 1000 0.10 1000 0.10 25. KewalKrishen Gupta 1000 0.10 1000 0.10 26. ManjulaChouhan 1000 0.10 1000 0.10 27. MrNarsingraoLokre 1000 0.10 1000 0.10 28. Rashmi Shah 1000 0.10 1000 0.10 29. RenukaDahiya 1000 0.10 1000 0.10 30. Shailesh S. Asher 1000 0.10 1000 0.10 31. MrsSherrylSen 1000 0.10 1000 0.10 32. MrShyamHirani 1000 0.10 1000 0.10 33. SitaramPoddar 1000 0.10 1000 0.10 34. Subbulakshmi 1000 0.10 1000 0.10 35. SubrataSen 1000 0.10 1000 0.10 36. SudhaDilipkumar 1000 0.10 1000 0.10 37. Umesh Gandhi 1000 0.10 1000 0.10 38. MrsUshaMukeshPanchmtia 1000 0.10 1000 0.10 39. MrJitendraGovindlal Patel 1000 0.10 1000 0.10 40. Krishnanand Mohan Shenoy 700 0.07 700 0.07 41. RaghvendraRaoMyneni 700 0.07 700 0.07 42. RajanDalal 700 0.07 700 0.07 43. Ashok Ghosh 600 0.06 600 0.06 44. MrsFizzaAdamjiPeerbhoy 600 0.06 600 0.06 45. KishorShridharHardas 600 0.06 600 0.06 46. LalitabenChouhan 600 0.06 600 0.06 47. MurtuzaaliPeerbhoy 600 0.06 600 0.06 48. Mr Om Prakash 600 0.06 600 0.06


49. SatishAnandGaitonde 550 0.05 550 0.05 50. Pradip Kumar Chowdhary 550 0.05 550 0.05

iv) Shareholding of Directors and Key Managerial Personnel

Sr. No.

Particulars Shareholding at the beginning of the year

Cumulative Shareholding during the year

Name of Director(s) & KMP No. of shares

% of total shares of

the company

No. of shares

% of total shares of

the company

1. Ms. Reena Mahatma At the beginning of the year 0 0 0 0

Increase/decrease in Promoters Shareholding during the year specifying the reasons for increase/decrease (e.g. allotment/transfer/bonus/sweat equity etc)

No Change during the year

At the end of the year 0 0 0 0 2. Ms. Sangitaben Jain At the beginning of the year 0 0 0 0



At the end of the year 0 0 0 0 3. Mr. Niranjan Jain

At the beginning of the year 0 0 0 0



At the end of the year 0 0 0 0

V. INDEBTEDNESS Indebtedness of the Company including interest outstanding/accrued but not due for payment [INR]

Particulars Secured Loans (excluding deposits)

Unsecured Loans

Deposits Total Indebtedness

Indebtness at the beginning of the financial year i) Principal Amount 0 0 0 0 ii) Interest due but not paid

0 0 0 0

iii) Interest accrued but not due

0 0 0 0 Total (i+ii+iii) 0 0 0 0 Change in Indebtedness during the financial year 0 0 0 0 Additions 0 0 0 0 Reduction 0 0 0 0


Net Change 0 0 0 0 Indebtedness at the end of the financial year

i) Principal Amount 0 0 0 0 ii) Interest due but not paid 0 0 0 0 iii) Interest accrued but not due 0 0 0 0 Total (i+ii+iii) 0 0 0 0

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to Managing Director, Whole-time Directors and/or Manager

The Company has not paid any remuneration to the Managing Director due to Nominal Profits occurred during the year under review.

B. Remuneration to other Directors The Company has not paid any amount of Sitting Fees / Commission to the Independent Directors as well as Non-Executive Directors due to Nominal Profits occurred during the year under review.

C. Remuneration to key Managerial Personnel Other than MD/Manager/WTD: The Company has not paid any remuneration to the Company Secretary and Chief Financial officer due to Nominal Profits occurred during the year under review.

VII. PENALTIES / PUNISHMENT / COMPOUNDING OF OFFENCES

Type Section of the

Companies Act

Brief Descriptio

n

Details of Penalty/Punishment/Compoundi

ng fees imposed

Authority (RD/NCLT/Cour

t)

Appeal made if

any (give

details)

A. COMPANY Penalty

NONE Punishment Compounding B. DIRECTORS Penalty

NONE Punishment Compounding C. OTHER OFFICERS IN DEFAULT Penalty

NONE Punishment Compounding


SECRETARIAL AUDIT REPORT

Form MR - 3

For the financial year ended 31/03/2016

[Pursuant to section 204(1) of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration Personnel) Rules, 2014]

To The Board of Directors Galaxy Consolidated Finance Limited Shree Commercial, Dr. Yagnik Road, Rajkot – 360 001 I have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Galaxy Consolidated Finance Limited (hereinafter called ‘the Company’) Secretarial Audit was conducted in a manner that provided me a reasonable basis for evaluating the corporate conducts / statutory compliances and expressing my opinion thereon. Based on my 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, I hereby report that, in my opinion, the Company has, during the audit period covering the financial year ended on March 31, 2016, generally 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. I have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on March 31, 2016 according to the provisions of: i. The Companies Act, 2013 (‘the Act’) and the rules made there under as applicable except;

a. Minimum number of (3) three Directors in case of Public Company as per Section 149(1) of the Act. b. Consitution of Audit Committee and Nomination and Remuneration Committee of the Company as

per Section 177 and 178 of the Act. c. Not appointed the Whole-time Key Managerial Personnel i.e. Managing Director / Chief Financial

Officer / Manager / Whole-time Director, Company Secretary and Chief Financial Year within the period of six months from the date of vacation.

d. Publication of Newspaper Advertisement for fixation of book closure under section 91 and of Act e. Providing of e-voting facility for voting on the resolution mentioned in the notice of annual general

meeting under section 108 of the Act. f. Company has not filed form DIR-12 for resignation of Managing Director of Mr. Ashok Patel and

regularisation of Mr. Niranjan Jain and Ms. Sangeetaben Jain g. Company has not filed Balance Sheet and Annual Return i.e. form MGT-7 and AOC-4 for the period

ended on March, 31 2015 with the ROC h. The Company has followed the procedure of change of Statutory Auditors as per Section 139 and 141

of the Act and i. The Company has not filed the few resolutions with the Registrar of Companies.

ii. The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made there under;

iii. The Depositories Act, 1996 and the Regulations and Bye-laws framed there under; N.A. iv. The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India

Act, 1992 (‘SEBI Act’):-


a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers)

Regulations, 2011; except filling of yearly disclosure under regulation 30. b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992; c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)

Regulations, 2009; d) Secretarial Standards issued by the Institute of Company Secretaries of India e) The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing

Regulations”) I have also examined compliance with the applicable clauses of the Listing Agreements entered into by the Company with the BSE Limited and Ahmedabad Stock Exchange and Company has violated the below Clauses of the Listing Agreement as under:

a. Delayed Complaince of Clause 41 of the Listing Agreement for Quarter Ended on 30th June 2015 and 30th September, 2015

b. Delayed Compliance of Clause 35 of the Listing Agreement for Quarter Ended on 30th June, 2015 amd 30th September, 2015

c. Non Complaince of Clause 35 of the Listing Agreement for Quarter Ended on 31st December, 2015. d. Non-Compliance of Clause 54 of the Listing Agreement for updation of Website of the Company. e. Non-Compliance of Clause 16 and Clause 19 for the intimation and outcome of Board Meeting held on

14th August, 2015 and 11th November, 2015. f. Non-Complaince of Clause 31 for sending Annual Reports to the Stock for the Annual General

Meeting held on 30th September, 2015. Further, Company being engaged in the Business of Non-Agricultural Products, there are no other specific applicable laws, Rules, Regulations to the Company, which requires approvals or compliances under respective Acts or Regulations of Exchange. During the period under review the Company has generally complied with the provisions of the Act, Rules and regulations mentioned above except filing of certain forms and resolutions with the registrar under Companies Act, 2013 and the Company has not appointed Key Managerial Personnel. During the Period under review, provisions of the following Acts, Rules, Regulations, Guidelines, Standards, etc. were not applicable to the Company: i. The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock

Purchase Scheme) Guidelines, 1999 and the Securities and Exchange Board of India (Share Based Employee Benefits)Regulations,2014;

ii. The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008; iii. 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; - N.A. However, the Company has appointed M/s. Sharex Dynamic (India) Pvt. Ltd. as Registrar and Transfer Agent.

iv. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; v. The Securities and Exchange Board of India (Buy back of Securities) Regulations, 1998; vi. Foreign Exchange Management Act, 1999 and the rules and regulations made there under to the extent of

Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings; I further report that – Adequate notice is given to all Directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent 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 are captured and recorded as part of the minutes.


I further report that - There are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines. I further report that – During the audit period, there were no specific events/ actions having a major bearing on the operations of the Company’s affairs happened during the audit period. Place: Ahmedabad Signature: Date: August 10, 2016 Name of Company Secretary in practice: Anand Lavingia ACS No. : 26458 C P No. : 11410 Note: This Report is to be read with my letter of above date which is annexed as Annexure I and forms an integral part of this report.


To, Annexure I The Board of Directors Galaxy Consolidated Finance Limited Shree Commercial, Dr. Yagnik Road, Rajkot – 360 001 My report of even date is to be read along with this letter. 1. Maintenance of secretarial records is the responsibility of the management of the Company. My

responsibility is to express an opinion on these secretarial records based on my audit. 2. I have followed the audit practices and processes as were appropriate to obtain reasonable assurance

about the correctness of the contents of secretarial records. The verification was done based on the records and documents provided to me, on test basis, to ensure that correct facts are reflected in secretarial records. I believe that the processes and practices followed by me provide a reasonable basis for my opinion.

3. I have not verified the correctness and appropriateness of financial records and books of accounts of the Company.

4. Wherever required, I have obtained the Management representation about the compliance of laws, rules and regulations and happening of events etc.

5. The compliance of the provision of corporate and other applicable laws, rules, regulations, standards is the responsibility of management. My examination was limited to verification of procedures on test basis.

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

Place: Ahmedabad Signature : Date: August 10, 2016 Name of Company Secretary in practice: Anand Lavingia ACS No. : 26458 C P No. : 11410

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