Galaxy Consolidated Finance Ltd Directors Report

To,

The Shareholders,

Your Directors present the 31^st Annual Report of your Company with the Audited Financial Statement of the Company for the year ended 31^st March, 2017.

1. Financial Results

(Amt in Rs. lakhs)

Particulars	2016-17	2015-16
Revenue from Operations	187.79	2.64
Other Income	-	-
Total Revenue	187.79	2.64
Less: Total Expenses	186.69	3.60
Operating Profit / (Loss) before Exception item, Depreciation, Interest and Tax	1.10	(0.96)
Less: Depreciation	0.03	0.02
Interest	-	-
Profit / (Loss) Before Tax	1.07	(0.98)
Less: Current Tax / Deferred Tax	0.32	-
Profit / (Loss) after Tax	0.75	(0.98)

2. Review of Business Operation

Revenue from operations for FY 2016-17 was Rs. 187.79 Lakhs compared to the Revenue from operations of Rs. 2.64 Lakhs of previous year which shows uptrend of about 71 times over the previous year. The Profit before tax of the Company for the financial year 2016-17 stood at Rs. 1.07 Lakhs as against Loss before tax of Rs. (0.98) Lakhs of previous year making Net Profit after Tax for the financial year 2016-17 of Rs. 0.75 lakhs as against Net Loss after tax of Rs. 0.98 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 2016-17 (Previous year - Nil).

4. Net Profit Transfer to Reserve

The Company has transferred NIL to Reserve and Surplus for the financial year 2016-17.

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 2016-17	Attendance at the AGM held on 14-092016
Ms. Reena Mahatma	Whole-time Director	7	-	5	Yes
Mr. Niranjan Jain	Independent Director	0	-	8	Yes
Mrs. Sangitaben Jain	Independent Director	3	M-6	8	Yes

* Excluding Directorship held in the Company.

The Board consists of three (3) members as on date 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, viz. 28^th May, 2016, 30^th June, 2016, 20^th July, 2016, 11^th August, 2015, 14^th November, 2016, 14^th December, 2016, 21^st December, 2016 and 13^th February, 2017

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 30^th March, 2017, 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 four times during the financial year 2016-17 on 28^th May, 2016, 11^th August, 2015, 14^th November, 2016 and 13^th February, 2017

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	4
Ms. Sangitaben Jain	Independent Director	Member	4
Ms. Reena Mahatma	Whole-time Director	Member	3

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 Stakeholders 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, Stakeholders Grievance & Relationship Committee met 4 (Four) times viz on 28^th May, 2016, 11^th August, 2015, 14^th November, 2016 and 13^th February, 2017.

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	4
Mr. Niranjan Jain	Independent Director	Member	4
Ms. Reena Mahatma	Whole-time Director	Member	3

Complaint

During the year, the Company had not received any complaints from the Shareholders. There was no complaint pending as on 31^st March, 2017.

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 30^th 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. Ashokbhai Kathik, Mr. Shailesh Prajapati, Mr. Bhikhulal Hansaliya, 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. Shirishkumar Vacchani and Ms. Sarojben Vacchani 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. Reena Mahatama, Wholetime Director is the Key Managerial Personnel ("KMP") as per the provisions of the Companies Act, 2013. She has been appointed as such by the Board of Directors w.e.f. July 01, 2013.

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 arms 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, 2017 in Form MGT-9, forms part of this Annual Report as Annexure- "A".

1. Particular of Employees

The Company has not paid any remuneration to any Director of the Company. Hence, details in terms of subsection 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.

2. Energy Conservation, T echnology 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).

3. 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.

4. 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).

5. 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.

6. 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.

7. 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 29^thAnnual General Meeting (AGM) of the Company held on September30, 2015 till the conclusion of the 34^thAGM to be held in the year 2 02 0, 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, 2017is selfexplanatory and do not call for further explanations or comments that may be treated as adequate compliance of Section 134 of the Companies Act, 2013.

A. 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, 2017. Secretarial Audit Report is attached to this report as Annexure-"B".

The Secretarial Auditors Report for the financial year ended on March 31, 2017 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.

1. 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, 2017, 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, 2017and 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.

2. 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 Companys 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	By Order of the Board
308, Shital Varsha Arcade,	For, Galaxy Consolidated Finance Limited
Opp. Girish Cold Drinks,
C. G. Road, Navrangpura,
Ahmedabad - 380 009	Reena Mahatama
	Whole -time Director
	DIN: 02846012
PLACE: Ahmedabad
DATE: 1st September, 2017