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Directors Report of Gala Print City Ltd.

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting their 5th Annual Report together with the Audited Statements of Accounts for the financial year ended on March 31, 2015.


(Rupees in lacs)

Year ended March 31st Standalone 2014-15 2013-14

Total Income 1405.34 475.45

Less: Expenditure 1359.73 424.50

Profit / (Loss) before 45.61 50.95

Interest and Depreciation

Less: Interest 20.51 23.35

Less: Depreciation 11.66 26.90

Profit/(Loss) Before Tax 13.44 0.703

Less: Provision For Taxation 2.69 (0.77)

Profit/(Loss) After Tax 10.75 1.473


* Standalone financial performance

The Company has successfully achieved several milestones in the past and has continued its journey in this year too in spite of the difficult phase through which most of the Indian infrastructure industry is passing through. During the Period under review the total revenue has increased from Rs. 475.45 Lacs to Rs. 1405.34 Lacs. The year under review has been another very tough year for the Infrastructure Industries which is passing through recessionary phase in last three years.

Modest growth, coupled with delays in settlement of claims/ litigations with the clients, slower industrial growth, high interest rate, delays in projects, delay in payments from clients etc. has continuously put the company into stress. Though, the Company is taking all the setbacks positively and believes to sustain corporate stability with low cost and high quality work. We strongly believe that infrastructure sector is bound to grow at a very good pace in the coming financial year.

In spite of the above, your company has achieved decent Turnover of Rs. 1405.34 Lacs, during the year 2014-15. This indicates itself that the company's management has proved its ability to retain business, in fact added new customers, in tough times of industry. The company has incurred net Profit of Rs. 10.75 lacs for the financial year 2014-15.


All related party transactions that were entered during the financial year were in the ordinary course of the business of the Company and were on arm's length basis. There were no materially significant related party transactions entered by the Company during the year with Promoters, Directors, Key Managerial Personnel or other persons which may have a potential conflict with the interest of the Company.


Pursuant to the requirements of Section 134 (5) of the Companies Act, 2013, it is hereby confirmed:

1. that in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

2. that 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 as at March 31, 2015 and of the profit or loss of the Company for the period under review;

3. 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;

4. that annual accounts of the Company have been prepared on a 'going concern' basis.

5. that internal financial controls have been laid down to be followed by the company and that such controls are adequate and were operating effectively.

6. that proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.


In pursuance of Section 152 of the Companies Act, 2013 and the rules framed thereunder and as per section 6 of the Companies Act, 2013,Mr. VISHAL MULCHANDBHAI GALA, Chairman and Managing Director, whilst holding office as Chairman and Managing Director and being longest in office has given his consent to retire by rotation at the ensuing annual general meeting of the Company and being eligible have offered himself for reappointment. During the period, Ms. ALPA JIGNESH PANDYA were appointed as Additional Directors being Independent Directors and their appointments are proposed to be regularized at the forthcoming Annual General Meeting until completion of one term of five years commencing from the date as mentioned in the resolution contained in the notice attached with this Annual Report.

The Board of Directors records its sincere appreciation and recognition of the 05th Annual Report 2014-15 valuable contribution and services rendered by them during their association with the Company.

Other than as stated above, there has been no other change in the Directors or the Key Managerial Personnel during the period. The Independent Directors have submitted the declaration of independence, pursuant to Section 149(7) of the Companies Act, 2013 stating that they meet the criteria of independence as provided in sub-section(6) of Section 149 of the Companies Act, 2013.

The brief particulars of all directors, for which approval of members for their appointments or re- appointments are sought, is furnished in the statement of Corporate Governance published elsewhere in this Annual Report.


During the Financial Year under review, the Board has met Seventeen times i.e. on 15th May 2014 04th July 2014, 14th July 2014, 01st August 2014 and 14th August 2014, 18th August 2014, 22th August 2014, 02nd September 2014, 16th September 2014, 22nd September 2014, 23th September 2014, 01st November 2014, 20th December 2014, 01st January 2015, 19th January 2015 and 22nd January 2015.


As on January, 2015, the Company has constituted the Audit Committee under the Chairmanship of Mr. Maulikkumar Vyas an Independent Director and Mr. Rajan Mehta Independent Director and Mr.Vishal Gala, Managing Director as Members of the Committee.


The Company has adopted a Vigil Mechanism in form of whistle blower policy. It aims at providing means to employees to raise complaints and to receive feedback on any action taken and seeks to reassure the employees that such vigil mechanism shall provide for adequate safeguards against victimization of directors and employees who avail of such mechanism and also make provisions for direct access to the Chairperson of Audit Committee in exceptional cases. This neither releases employees from their duty of confidentiality in the course of their work nor can it be used as a route for raising malicious or unfounded allegations against people in authority and / or colleagues in general.


The Company has already in place, a Risk Management Plan. Brief details of various types of risk are provided in the Management Discussion and Analysis section of the Annual Report.


In the current financial year, M/s. PP Shah & Co., Chartered Accountants, Ahmedabad, had appointed as Statutory Auditors of the Company in the general annual meeting held on 30th September, 2015 to conduct the Statutory Audit for the F.Y 2015-16.

Considering the coinciding of the general meeting and the Annual General Meeting, it is proposed that the appointment of M/s. PP Shah & Co., Chartered Accountants, Ahmedabad, be made as the Statutory Auditors of the Company until the conclusion of next Annual General Meeting,

M/s. PP Shah & Co., Chartered Accountants, hold office until the conclusion of the ensuing annual general meeting and are recommended for re-appointment 5(five) consecutive years from the date of the 05th Annual General Meeting (AGM) for a term up to the conclusion of 10th AGM of the Company in the Calendar year 2020 (subject to ratification of the appointment by the members at every AGM held after this AGM). The company has obtained a certificate from M/s. PP Shah & Co., Chartered Accountants, to the effect that their proposed re-appointment, if made, would be in accordance and conformity with the limits as specified in that section. The statutory auditors have also confirmed that they hold a valid certificate issued by the "Peer Review Board" of The Institute of Chartered Accountants of India.

Auditors' Qualifications and Management's Reply:

---to be given---


Details of various committees constituted by the Board of Directors in line with the Companies Act, 2013 and SEBI circular dated 17th April, 2014 are given in the Corporate Governance Report annexed which forms part of this report.


None of the employees exceed the limit of drawing remuneration, therefore Provisions of that not applicable to the company.


Information as per Section 134 read with Rule 8 of the Companies (Accounts) Rules, 2014 for the financial year ended March 31, 2015 relating to Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo are given in Annexure 'B', forming part of this Report.


Your Directors 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:

Details relating to deposits covered under Chapter V of the Act.

Issue of equity shares with differential rights as to dividend, voting or otherwise.

Issue of shares (including sweat equity shares) to employees of the Company under any scheme. Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries.

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.

No Loans, Guarantees, or Investments given / made during the Financial Year ended 31st March, 2015.

Your Directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.


The Extract of Annual Return of the Company in Form MGT-9 for the Financial Year ended 31st March, 2015 is given in Annexure - C and forms part of the Directors' Report.


Your Directors take this opportunity to thank the Financial Institutions, Banks, Central and State Government authorities, Regulatory authorities, Stock Exchanges and all the various stakeholders for their continued co-operation and support to the Company. Your Directors also wish to record their appreciation for the continued co-operation and support received from the Joint Venture partners/Associates.

For and on behalf of the Board of Directors

Date: 04.09.2015 VISHAL GALA Place: Ahmadabad Chairman & Managing Director [DIN: 00692090]