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Directors Report of Galaxy Entertainment Corporation Ltd.

Mar 31, 2016

To,

The Members of Galaxy Entertainment Corporation Limited

The Directors take pleasure in presenting the Thirty Fourth Annual Report together with the audited financial statements for the year ended March 31, 2016.

Financial Results

The Company''s financial performance for the year ended March 31, 2016 is summarized below:

Standalone

(Rs,in lakhs)

Particulars

Year ended

Year Ended

31.03.2016

31.03.2015

Revenue from operations

4284.58

4055.67

Other Income

677.42

492.75

Total Income

4962.00

4548.42

Personnel Cost

203.01

344.22

Operating and other expenses

4528.17

3811.15

Total Expenditure

4731.18

4155.37

Profit before Interest, Depreciation and Tax

230.82

393.05

Less: Interest

164.79

114.09

Less : Depreciation

268.28

264.57

Profit/(Loss) before tax

(202.25)

14.39

Less Provision for Tax

-

-

Profit/(Loss) after Tax

(202.25)

14.39

Dividend

Your Directors have not recommended any dividend for the financial year ended March 31, 2016.

Internal Controls

The Company has robust internal control systems and procedures commensurate with its nature of business which meets the following objectives:

- providing assurance regarding the effectiveness and efficiency of operations;

- efficient use and safeguarding of resources;

- compliance with policies, procedures and applicable laws and regulations; and

- transactions being accurately recorded and promptly reported.

The Company continues to have periodical audits conducted of all its functions and activities to ensure that systems and procedures are followed across all areas.

The Audit Committee of Directors of the Company regularly reviews the adequacy of internal control systems through such audits. The Internal Auditor reports directly to the Audit Committee.

The Company also has a budgetary control system to monitor expenditure against approved budgets on an ongoing basis.

Internal Financial Controls

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation was observed.

Risk Management

The Board of Directors of the Company has formulated a Risk Management Policy which aims at minimizing the risk and enhancing the value.

The risk management approach is based on a clear understanding of the variety of risks that the organization faces, disciplined risk monitoring and measurement and continuous risk assessment and mitigation measures.

Share Capital

The Authorized Share Capital of the Company is Rs, 20,00,00,000/- (Rupees Twenty Crores) divided into 2,00,00,000 equity shares of Rs, 10/- each.

The issued, subscribed and paid up Share Capital of the Company as on March 31, 2016 was Rs, 15,64,99,350/divided into 1,56,49,935 equity shares of Rs, 10/- each.

Subsidiaries

At the beginning of the year, the Company had 2 subsidiaries as follows:

Sr. no.

Name of the Subsidiary

% of Holding

1

Galaxy Rain Restaurants Private Limited

Wholly owned Subsidiary

2

Rain Fruits and More Private Limited

72.19 %

As on March 31, 2016, the aforesaid companies ceased to be the subsidiaries of Galaxy Entertainment Corporation Limited consequent to the sale of investments approved by the members of the Company by way of postal ballot on March 29, 2016.

There are no associate or joint venture companies within the meaning of Section 2(6) of the Companies Act, 2013 ("Act"). Pursuant to provisions of Section 129(3) of the Act, Form AOC-1 (Annexure ''A'') is attached to this report.

In accordance with Section 136 of the Companies Act, 2013, the audited financial statements and related information of the Company are available on our website, www.thegalaxycorp.com. These documents will also be available for inspection during business hours at our registered office at Mumbai.

Cash Flow Statement

In conformity with the provisions of Regulation 34 of SEBI Listing Regulations, the Cash Flow Statement for the year ended March 31, 2016 has been provided in the Annual Report and which forms part of this report.

Particulars of Employees and other additional information

For the financial year under review, none of the employees of the Company fall under the revised ceiling limits prescribed under Section 197 of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Details pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 has been provided under (Annexure ''BO.

Corporate Governance

As required by SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a certificate on corporate governance issued by Mr. Krishna Rathi of M/s. Krishna Rathi & Associates, Practicing Company Secretary, forms part of this report.

Management''s Discussion and Analysis Report

The Management Discussion & Analysis Report as required under Regulation 34 of the Listing Regulations is presented separately and forms part of this report.

Disclosures related to Board, Committees, Policies and number of Board meetings

The Board of Directors met four (4) times during the financial year 2015 -16. The details of board meetings and the attendance of Directors are provided in the Corporate Governance Report which forms part of this Annual Report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013.

Audit Committee

The Audit Committee comprises of Mr. Rajneesh Agarwal, Ms. Udita Jhunjhunwala and Mr. Sharad Rustagi, Independent Directors and Mr. Swapnil Kothari, Non-Executive Director.

Four meetings of the Committee were held during the year. For further details, please refer Corporate Governance Report forming part of the Annual Report.

During the year under review, all the recommendations made by the Audit Committee were accepted by the Board. There were no instances where the Board has not accepted any recommendation of the Audit Committee.

Details of Committees of the Board of Directors along with their terms of reference, composition and meetings held during the year under review, are provided separately in the Corporate Governance Report, which forms part of this Annual Report.

Directors

The Board of Directors of the Company consists of Mr. Rajneesh Agarwal, Ms. Udita Jhunjhunwala and Mr. Sharad Rustagi, Independent Directors, Mr. Sunil Biyani and Mr. Swapnil Kothari, Non-Executive Directors.

Re-appointment

In terms of the provisions of the Companies Act, 2013 and in terms of the Memorandum and Articles of Association of the Company, Mr. Sunil Biyani retires by rotation at the ensuing Annual General Meeting and being eligible seeks re-appointment. The Board recommends his re-appointment.

The brief resume and other information as required under Regulation 36 of SEBI Listing Regulations relating to Mr. Sunil Biyani, forms part of the Notice of ensuing Annual General Meeting. None of the Directors are disqualified for appointment / reappointment under Section 164 of the Companies Act, 2013.

Declarations by Independent Directors

The Company has received individual declarations from all the Independent Directors of the Company stating that they fulfill the criteria of independence as specified under sub-section (6) of Section 149 of the Companies Act, 2013 and Regulation 16 (1) (b) of the SEBI Listing Regulations.

Policy on Director''s Appointment and Remuneration

The Board has, in compliance with Section 178 of the Companies Act, 2013 and on the recommendation of the Nomination, Remuneration & Compensation Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The details of the said policy are stated in the Corporate Governance Report.

Board Evaluation

SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 mandates that the Board shall monitor and review the evaluation framework. The frame work includes the evaluation of directors on various parameters.

The Companies Act, 2013 states that a formal annual evaluation needs to be made by the Board of its own performance and that of its committees and individual directors. Schedule IV of the Companies Act, 2013, states that the performance evaluation of independent directors shall be done by the entire Board of Directors, excluding the director being evaluated.

The evaluation of all the directors and the Board as a whole was conducted based on the criteria and frame work adopted by the Board. The evaluation process has been explained in the Corporate Governance report.

Code of conduct for prevention of insider trading

The Board of Directors has adopted the Insider Trading Policy in accordance with the requirements of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Insider Trading Policy of the Company lays down guidelines and procedures to be followed, and disclosure to be made while dealing with shares of the Company, as well as the consequences of violation. The policy has been formulated to regulate, monitor and ensure reporting of deals by employees and to maintain the highest ethical standards of dealing in Company securities.

The Insider Trading Policy of the Company covering code of practices and procedures for fair disclosure of unpublished price sensitive information and code of conduct for the prevention of insider trading is available on our website viz. www.thegalaxycorp.com.

Listing

The Company has entered into Listing Agreement with BSE Limited (BSE) during December 2015 in terms of the Securities and Exchange Board of India (SEBI) (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the listing fee for the year 2016-17 has been paid.

The Company has entered into necessary agreements with the Central Depository Services (India) Limited (CDSL) and National Securities Depository Limited (NSDL) for availing the Depository services.

Extract of Annual Return

Pursuant to the provisions of Section 92 (3) of the Companies Act, 2013, an extract of the Annual Report in prescribed format in form MGT-9 is attached as (Annexure ''C'').

Director''s Responsibility statement:

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of directors, to the best of their knowledge and ability, confirm the following:

i. in the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;

ii. they 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 as at March 31, 2016 and of the loss of the Company for the year ended on that date;

iii. they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. they have prepared the annual accounts on a going concern basis;

v. they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating effectively; and

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

Auditors and Auditors'' Report

M/s. S A R A & Associates., Chartered Accountants, Statutory Auditors of the Company, bearing ICAI Firm Registration No. 120927W, hold office till the conclusion of the Thirty Seventh Annual General Meeting and are eligible for re-appointment. They have confirmed their eligibility to the effect that their re-appointment, if made, would be within the prescribed limits under the Act and they are not disqualified for re-appointment.

The Notes on financial statement referred to in the Auditor''s Report are self - explanatory and do not call for any further comments. The Auditor''s Report does not contain any qualification, reservation or adverse remark or disclaimer.

Secretarial Audit

The Board has appointed Mrs. Nidhi Bajaj of M/s. Nidhi Bajaj & Associates, Practicing Company Secretary, to conduct Secretarial Audit under the provisions of Section 204 of the Companies Act, 2013 for the financial year 2015-2016 and for the financial year 2016-2017. The report of the Secretarial Auditor in Form MR-3 is annexed to this report as (Annexure ''D'') to this Report. The Secretarial Auditors Report for the Financial Year 201516 does not contain any qualification, reservation or adverse remark other than appointment of Company Secretary and Managing Director.

Particulars of Contracts or Arrangement with Related Parties

All Related Party Transactions that were entered into during the financial year were on arm''s length and were in the ordinary course of business. All Related Party Transactions were placed before the Audit Committee of the Board of Directors for their approval. The Audit Committee has granted omnibus approval for Related Party Transactions as per the provisions and restrictions contained in the erstwhile Listing Agreement and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations").

There are no material significant RPTs made by the Company which may have a potential conflict with the interest of the Company at large and thus disclosure in Form AOC -2 is not required. The Board has approved and adopted Policy on Related Party Transactions and the same is uploaded on the Company''s website at www.thegalaxycorp.com.

The Company has formulated a policy on materiality of Related Party Transactions and also on dealing with Related Party Transactions. The Policy is available on the Company''s website www.thegalaxycorp.com.

Disclosure relating to equity shares with differential rights

The Company has not issued any equity shares with differential rights during the year under review and hence no information as per provisions of Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 has been furnished.

Disclosure relating to Employee Stock Option Scheme and Employee Stock Purchase Scheme

The Company has not issued or granted any Employee Stock Option Scheme and Employee Stock Purchase Scheme during the year under review and hence no information as per provisions of Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 has been furnished.

Disclosure relating to sweat equity shares

The Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 has been furnished.

Disclosures in respect of voting rights not directly exercised by employees

There are no shares held by trustees for the benefit of employees and hence no disclosure under Rule 16(4) of the Companies (Share Capital and Debentures) Rules, 2014 has been furnished.

Disclosure of Orders passed by Regulators or Courts or Tribunal

No significant and material orders have been passed by any Regulator or Court or Tribunal which can have an impact on the going concern status and the Company''s operations in future.

Detection of Fraud

No Fraud has been reported by the auditors viz. statutory and internal auditors to the Audit Committee or the Board in terms of sub-section (12) of Section 143 of the Companies Act, 2013.

Deposits from Public

The Company has not accepted deposit from the public falling within the ambit of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

Particulars of Loans, Guarantees or Investments

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

Prevention of Sexual Harassment Policy

The Company has in place a Prevention of Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

During the year 2015-16, no complaints were received by the Company related to sexual harassment.

Vigil Mechanism

The Vigil Mechanism of the Company, which also incorporates a whistle blower policy in terms of the Listing Regulations, includes an Ethics & Compliance Task Force comprising senior executives of the Company. Protected disclosures can be made by a whistle blower through an e-mail or a letter to the Task Force or to the Chairman of the Audit Committee. The Policy on vigil mechanism and whistle blower policy may be accessed on the Company''s website viz. http://www.thegalaxycorp.com/Corpopolicecode.html

Remuneration Policy

The Board has, on the recommendation of the Nomination, Remuneration & Compensation Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report.

Energy, Technology Absorption and Foreign Exchange

Information required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule, 8(3) of the Companies (Accounts) Rules, 2014, with respect to conservation of energy, technology absorption and foreign exchange earnings and outgo is included in (Annexure ''E'').

Acknowledgement

The Board appreciates and places on record the contribution made by the employees during the year under review. The Board also places on record their appreciation of the support of all stakeholders particularly shareholders, customers, bankers, suppliers and business partners.

Cautionary Note

The statements forming part of the Director''s Report may contain certain forward looking remarks within the meaning of applicable securities laws and regulations. Many factors could cause the actual results, performance or achievements of the Company to be materially different from any future results, performances or achievements that may be expressed or implied by such forward looking statements.

For and behalf of the Board of Directors

Sunil Biyani Udita Jhunjhunwala

Place: Mumbai (Director) (Director)

Date: August 12, 2016 DIN: 00006583 DIN: 00120951


Mar 31, 2014

To ,

The Members of Galaxy Entertainment Corporation Limited

The Directors have pleasure in presenting the Thirty Second Annual Report on the operations of the Company together with the Audited Statements of Accounts for the financial year ended March 31, 2014.

Financial Performance:

a. Standalone (Rs. in lacs)

Particulars Current Year Previous year (2013-2014) (2012-2013)

Revenue from operations 3528.60 2802.49

Other Income 443.60 11.38

Total Income 3972.20 2813.87

Personnel Cost 283.88 270.83

Operating and other expenses 3108.76 1279.05

Total Expenditure 3392.64 1549.88

profit before Interest, Depreciation and Tax 579.56 1263.99

Less: Interest 77.16 311.90

Less : Depreciation 472.86 493.93

profit/(Loss) before tax 29.54 458.16

Less Provision for Tax - -

profit/(Loss) after Tax 29.54 458.16

b. Consolidated (Rs. in lacs)

Particulars Current Year Previous year (2013-2014) (2012-2013)

Revenue from operations 3528.60 2802.49

Other Income 443.60 11.38

Total Income 3972.20 2813.87

Personnel Cost 283.88 270.83

Operating and other expenses 3109.00 1278.54

Total Expenditure 3392.88 1549.37

profit before Interest, Depreciation and Tax 579.32 1264.51

Less: Interest 77.16 311.90

Less : Depreciation 472.86 493.94

profit/(Loss) before tax 29.31 458.67

Less: Provision for Tax - -

profit/(Loss) after Tax 29.31 458.67



DIVIDEND:

With a view to conserve the resources for the future operations, your Directors have thought it prudent not to recommend any dividend for the year ended March 31, 2014.

DIRECTORS

The Board of Directors of the Company consists of Mr. Rajneesh Agarwal, Ms. Udita Jhunjhunwala, Independent Directors, M r. Swapnil Kothari and M r. Sunil Biyani, Non-Executive Directors.

During the Financial Year 2013-14, M r. Shishir Baijal, Non Executive Director resigned from the Board w.e.f. May 28, 2013. The Board of Directors places on record its deep sense of appreciation of the valuable contributions made by M r. Shishir Baijal as Director.

Pursuant to the provision of section 152 of the Companies Act, 2013 M r. Sunil Biyani, will retire by rotation at the ensuing Annual General Meeting. Mr. Sunil Biyani being eligible has offered himself for reappointment. The Board recommends his re-appointment.

Pursuant to the provisions of Section 149(6) of the Companies Act, 2013, read with clause 49 of the Listing Agreement your Board of Directors recommends the appointment of Mr. Rajneesh Agarwal and Ms. Udita Jhunjhunwala, as Independent Directors in terms of Section 150(2) of the Companies Act, 2013 for a term of five consecutive years commencing from September 18, 2014 to September 17, 2019.

Pursuant to the provisions of Section 160 of the Companies Act, 2013, the Company has received a Notice in writing from members of the Company, signifying their intention to propose the candidatures of the said two Directors for the offices of Independent Directors of the Company, respectively at the ensuing Annual General Meeting. In terms of Section 149 (13) of the Companies Act, 2013, the provisions of Section 152(6) and (7) of the said Act in respect of retirement of director by rotation shall not be applicable to appointment of Independent Directors. None of the above mentioned persons is disqualified from being appointed as a Director as specified in terms of Section 164 of the Companies Act, 2013.

The Company has also received the requisite disclosures/declarations from Mr. Rajneesh Agarwal and Ms. Udita Jhunjhunwala as required under Section 149 and other applicable provisions of the Companies Act, 2013.

The brief resume and other information as required under Clause 49(IV)(G) of the Listing Agreement relating to Mr. Rajneesh Agarwal, Ms. Udita Jhunjhunwala and Mr. Sunil Biyani, forms part of the Notice of ensuing Annual General Meeting.

DIRECTORS RESPONSIBILITY STATEMENT:

As required by the provisions of Section 217 (2AA) of the Companies Act, 1956, your Directors confirm that:

- in the preparation of the annual accounts, the applicable standards had been followed along with proper explanations relating to material departures;

- the Directors 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 and of the profit of the Company for that period;

- the Directors took proper and suffcient care to maintain adequate accounting records in accordance with the provisions of the Companies Act, 1956 to safeguard the assets of the Company and for preventing and detecting fraud and other irregularities; and

- the Directors have prepared the Annual Accounts on a going concern basis.

FIXED DEPOSITS AND LOANS /ADVANCES:

Your Company has not accepted any deposits from the public, or its employees during the year under review.

Pursuant to Clause 32 of the Listing Agreement, the particulars of loans/advances given to subsidiaries have been disclosed in the Annual Accounts of the Company.

SUBSIDIARY COMPANY:

As on March 31, 2014, the Company has two subsidiaries, namely Galaxy Rain Restaurants Private Limited and Rain Fruits And More Private Limited.

FINANCIALS OF SUBSIDIARY COMPANIES:

The Ministry of Corporate Affairs vide General Circular No. 2 / 2011 dated February 8, 2011 has issued directions under Section 212(8) of the Companies Act, 1956 granting general exemption from applicability of the provisions of Section 212 of the Companies Act, 1956 in relation to the attaching of balance sheets and other documents of subsidiary companies with the Holding Company, subject to fulfllment of the conditions specified in the said circular.

Your Company has availed the general exemption provided by the aforesaid circular and accordingly, the documents mentioned in Section 212(1)(a) to (d) of the Companies Act, 1956 relating to Company''s subsidiaries are not attached to the Balance Sheet of your Company. In terms of the said circular, your Directors undertake that the annual accounts of the subsidiary companies and the related detailed information shall be made available to Members of the Company and its subsidiary companies seeking such information at any point of time. Further, the annual accounts of the subsidiary companies shall also be kept open for inspection by any Members at the registered office of the Company and of the respective subsidiary company concerned. The Consolidated Financial Statements presented by the Company include the financial results of its subsidiary companies. The statement as required under clause (iv) of the aforesaid circular is also attached to the financial statements hereto.

CONSOLIDATED FINANCIAL STATEMENT:

In accordance with Accounting Standard (AS-21) on Consolidated Financial Statement and in compliance with the provisions of Listing Agreement with the BSE Limited, the audited consolidated financial statements are provided in the Annual Report.

CASH FLOW STATEMENT:

In Conformity with the provisions of clause 32 of the Listing Agreement with the BSE Limited, the Cash Flow Statement for the year ended March 31, 2014 has been provided in the Annual Report and which forms part of this report.

LISTINg:

The equity shares of the Company are listed on the BSE Limited and the listing fee for the year 2014-15 has been paid.

The Company has entered into necessary agreements with the National Securities Depository Limited (NSDL) for availing the Depository services.

AUDITORS:

M/s. S A R A & Associates, Chartered Accountants (Firm Registration No. 120927W), the Statutory Auditor of the Company retire at the ensuing Annual General Meeting and being eligible, offer themselves for re- appointment.

As per the recommendation of the Audit Committee, the Board of Directors recommend the re-appointment of M/s. S A R A & Associates, Chartered Accountants as Statutory Auditor of the Company for a period from the conclusion of the ensuing Annual General Meeting till the conclusion of the Company''s Thirty third Annual General Meeting.

PARTICULARS OF EMPLOYEES:

During the year under review, none of the employees of the Company, whether employed for the whole year or part thereof, was in receipt of remuneration aggregating to or in excess of the limits specified under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) rules, 1975 as amended, and hence, no particulars are required to be furnished in connection with the same.

CONSERVATION OF ENERgY, TECHNOLOgY ABSORPTION AND FOREIgN EXCHANgE EARNINgS AND OUTgO:

Information in accordance with the provisions of Section 217 (1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 regarding conservation of energy, technology absorption and foreign exchange earnings and outgo is given in the Annexure forming part of this report.

CORPORATE GOVERNANCE:

The Report on Corporate Governance together with a certifcate from M/s. Krishna Rathi & Associates, Practising Company Secretary, Mumbai, regarding compliance of requirements of Corporate Governance is annexed hereto and forms part of this Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis Report have been separately furnished in the Annual Report and forms part of the Annual Report.

ACKNOWLEDGEMENT:

Your Directors takes the opportunity to express their deep sense of gratitude to the bankers, government authorities, employees, customers, vendors and suppliers.

Your Director would also like to thank the Members for reposing their confdence and faith in the Company and its Management.

For and behalf of the Board of Directors

Sd/- Sd/- Sunil Biyani Udita Jhunjhunwala (Director) (Director) DIN: 00006583 DIN: 00120951

Place: Mumbai Date: August 11, 2014


Mar 31, 2012

The Directors of Galaxy Entertainment Corporation Limited (GECL) take pleasure in presenting 30th Annual Report on the business and operations of the Company, together with theaudited accounts for the year ended March 31,2012.

FINANCIAL RESULTS

(Rs. in Lacs)

Particulars Year Ended Year Ended 31-03-12 31-03-11

Total Income 1736.52 2805.07

Profit/(Loss) before Depreciation and Tax (PBDT) (261.78) (146.89)

Less: Depreciation 542.65 584.25

Profit /(Loss) before Tax (804.43) (731.14)

- Provision for Tax :Prior year - 18.93

Profit/(Loss) after Tax (804.43) (750.07)

Yearand Period under review:

During the year under review, the turnover of the company has decreased to Rs.1,736.52 lacs as against Rs.2,805.07 lacs in the corresponding previous year because of gaming business given on hire basis. Losses have been increased before Depreciation and Taxation at Rs.261.78 lacs as against the Loss of Rs.146.89 lacs in the previous year because of provision of Rs. 150.30 Lacs for Service tax on Rent. After providing for Depreciation and adjustments for exceptional items, the Company has reported Net loss of Rs.804.43 lacs.

Dividend

In view of the losses incurred, your Directors regret their inability to declare any dividend.

Directors'Responsibility Statement

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors to the best of their knowledge and belief confirm that:

The applicable standards have been followed in the preparation of the annual accounts and there are no material departure;

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 as at March 31,2012 and the loss of the company for the year ended on that date.

The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; and

The Directors have prepared the Annual Accounts of the Company on a going concern basis. Directors

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr. Ashok Ruia and Ms. Udita Jhunjhunwala, Directors of the Company, shall retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. The Board of Directors recommends their re-appointment.

During the year under review, Mr. Kishore Biyani, Director resigned from the Board of the Company w.e.f. 11/08/2011. The Board wishes to place on record its appreciation forthe services rendered by him during his tenure with the Company.

Details of the Directors to be appointed/ re-appointed at the forthcoming Annual General Meeting as required pursuanttoclause49(vi)(a)ofthe listing Agreement are given in the notice ofthe Annual General Meeting.

Fixed Deposits

During the year under review, the Company has neither accepted nor renewed any fixed deposits within the meaning of Section 58Aofthe Companies Act, 1956and rules made thereunder.

Subsidiary Company

Statement pursuant to Section 212 ofthe Companies Act, 1956 together with the audited financial statements for the year ended March 31, 2012 and the Reports of the Directors and Auditors thereon of Company's Subsidiaries viz. Galaxy Rain Restaurants Private Limited and Rain Fruits & More Private Limited are enclosed with the Annual Report and form part of this report.

Consolidated Financial Statements

In accordance with Accounting Standard (AS-21) on Consolidated Financial Statements, your Directors provide the audited Consolidated Financial Statements in the Annual Report. These statements have been prepared on the basis of financial statements received from subsidiaries, as approved by their respective Boards.

Auditors

M/s. Haribhakti & Co. Chartered Accountants, the Statutory Auditors of the Company retire at the ensuing Annual General Meeting and are eligible for re-appointment. The retiring Auditors have furnished a certificate of their eligibility for re-appointment under Section 224(1B) ofthe Companies Act, 1956 and have indicated their willingness to continueto the said office.

Auditors'Comments

Observations, if any, made by the Auditors in their Report read with relevant notes as given in the Notes on Accounts annexed to the Accounts, are self explanatory and therefore do not call for any further comments under Section 217 (3) ofthe Companies Act, 1956.

AuditCommittee

The Company has an Audit Committee comprising of Five Non-Executive Directors viz. Mr. Atul Ruia, Mr. Rajneesh Agarwal, Mr. Ajay Kejriwal, Mr. Shishir Baijal and Ms. Udita Jhunjhunwala. Majority of the members of the Committee are Independent Directors. The Board of Directors has appointed Mr. Rajneesh Agarwal as the Chairman ofthe Committee.

Conservation of Energy, Research & Development, Technology absorption, Foreign exchange Earnings and Outgo:

A> Conservation of Energy and Technology Absorption

Considering the Company's business activities, the Directors have nothing to state in connection with Conservation of Energy and Technology Absorption.

B) Foreign Exchange Earnings and Outgo

Details of foreign exchange earnings and outgo during the year under review are given in Note No. 33 and 34, SignificantAccounting Policies and Notes to Accounts, forming partof audited financial statements.

Particulars as per section 217(2A) of The Companies Act, 1956

The particulars of employees under the provision of section 217 (2A) of Companies Act, 1956 are not given as no employees was in receipt of remuneration specified under the said section.

Corporate Governance

As required under the Listing Agreement with Bombay Stock Exchange Limited, a report on Corporate Governance is given inAnnexure"A"to this Report.

Management Discussion & Analysis Report

The Management Discussion & Analysis Report as required under Clause 49 of the Listing Agreement is presented separately and forms part of this Annual Report.

Acknowledgements

The Directors place on record its deep appreciation for the dedicated services of the executives and staff at all levels of the Company. Grateful thanks are also due to Company's Bankers, Statutory Authorities, its patrons and all organizations connected with the Company.

For and on behalf of the Board

Place: Mumbai Sunil Biyan Udita Jhujhunwala

Date: May 29,2012 Director Director


Mar 31, 2011

The Members

The Directors of Galaxy Entertainment Corporation Limited (GECL) take pleasure in presenting the 29th Annual Report on the business and operations of the company, together with the audited accounts for the year ended March 31,2011.

FINANCIAL RESULTS

(Rs. in Lacs)

Particulars Year Ended Year Ended 31-03-11 31-03-10

Total Income 2805.07 3435.58

Profit/(Loss) before Depreciation and Tax (PBDT) (146.89) (1150.76)

Less: Depreciation 584.25 724.05

Add: Adjustments for exceptional items - (125.11)

Add: Prior Period Items - -

Profit/(Loss) before Tax (731.14) (1999.92)

Provision for Tax:

- Current - -

- Prior year 18.93 -

- Deferred

Profit/(Loss) after Tax (750.07) (1999.92)

Add: Balance brought forward (3791.61) (1791.69)

Balance carried to Balance Sheet (4541.68) (3791.61)

Year and Period under review:

During the year under review, the turnover of the company has decreased marginally to Rs.2805.07 lacs as against Rs.3435.58 lacs in the corresponding previous year. Significant decrease in operating and administrative expenses has helped the Company to report reduced Losses before Depreciation and Taxation at Rs. 146.89 lacs as against the Loss of Rs.1150.76 lacs in the previous year. After providing for Depreciation and adjustments for exceptional items, the Company has reported Net loss of Rs.731.14 lacs.

In view of the losses incurred, certain units reporting substantial losses on account of high fixed costs have been closed. This shall enable the management to focus on existing profit making units as well as to identify new projects with better prospects.

Barring unforeseen circumstances, your Directors are optimistic of reporting far better results in the year ahead.

Dividend

In view of the losses incurred, your Directors regret their inability to declare any dividend.

Directors'Responsibility Statement

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors to the best of their knowledge and belief confirm that:

- The applicable standards have been followed in the preparation of the annual accounts and there are no material departure;

- 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 as at March 31,2011 and the loss of the company for the year ended on that date.

- The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; and

- The Directors have prepared the Annual Accounts of the Company on a going concern basis.

Directors

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr. Ajay Kejriwal and Mr. Shishir Baijal, Directors of the Company, shall retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. The Board of Directors recommends their re-appointment.

During the period under review, Mr. Sunil Biyani was appointed as an Additional Director on the Board of Directors. Mr. Sunil Biyani would vacate his office on the date of the ensuing Annual General Meeting of the Company. The Company has received Notice under Section 257 of the said Act from a shareholder proposing the candidature of Mr. Sunil Biyani for the office of Director of the Company. Accordingly, resolution has been proposed in the Notice of the forthcoming Annual General Meeting of the Company for the appointment of Mr. Sunil Biyani as a Director of the Company.

Details of the Directors to be appointed / re-appointed at the forthcoming Annual General Meeting as required pursuant to clause 49 (vi) (a) of the listing agreement are appended here with as Annexurel.

Fixed Deposits

During the year under review, the company has neither accepted nor renewed any fixed deposits within the meaning of Section 58A of the Companies Act, 1956 and rules made thereunder.

Subsidiary Company

Statement pursuant to Section 212 of the Companies Act, 1956 together with the audited financial statements for the year ended March 31, 2011 and the Reports of the Directors and Auditors thereon of Company's Subsidiaries viz. Galaxy Rain Restaurants Private Limited and Rain Fruits & More Private Limited, included in the Annual Report, forms a part of this report.

Consolidated Financial Statements

In accordance with Accounting Standard (AS-21) on Consolidated Financial Statements, your Directors provide the audited Consolidated Financial Statements in the Annual Report. These statements have been prepared on the basis of financial statements received from subsidiaries, as approved by their respective Boards.

Auditors

M/s. Haribhakti & Co. Chartered Accountants, the Statutory Auditors of the Company retire at the ensuing Annual General Meeting and are eligible for re-appointment. The retiring Auditors have furnished a certificate of their eligibility for re-appointment under Section 224(1B) of the Companies Act, 1956 and have indicated their willingness to continue in the said office.

Auditors'Comments

Observations, if any, made by the Auditors in their Report read with relevant notes as given in the Notes to Accounts annexed to the Accounts, are self explanatory and therefore do not call for any further comments under Section 217 (3) of the Companies Act, 1956.

Audit Committee

The Company has an Audit Committee comprising of Five Non-Executive Directors viz. Mr. Atul Ruia, Mr. Rajneesh Agarwal, Mr. Ajay Kejriwal, Mr. Shishir Baijal and Ms. Udita Jhunjhunwala. Majority of the members of the Committee are Independent Directors. The Board of Directors has appointed Mr. Rajneesh Agarwal as the Chairman of the Committee.

Group

Pursuant to intimation from Pantaloon Retail (India) Limited, Co-promoter(s) and in accordance with Regulation 3(l)(e) of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 ("SEBI Regulations") regarding identification of persons constituting "Group" ("within the meaning as defined in the Monopolies and Restrictive Trade Practice Act, 1969) are as under. '

Persons constituting "Group" coming within the definition of "Group" for the purpose of Regulations 3(l)(e) of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997, includes the following persons:

1. Pantaloon Retail (India) Limited

2. Mr.Kishore Biyani

3. Mr.Gopikishan Biyani

4. Mr.Laxminarayan Biyani

5. Mr.Vijay Biyani

6. Mr.Sunil Biyani

7. Mr.Anil Biyani

8. Mr.Rakesh Biyani

9. Ms.Ashni Biyani

10. Mr.Vivek Biyani

11. Future Corporate Resources Ltd.

12. PIL Industries Limited

13. Manz Retail Private Limited

14. Future Value Retail Limited

15. Future Ventures lndia Limited

16. Future Realtors India Private Limited

17. Future Capital Investment Private Limited

18. Future Ideas Company Limited

19. Brahmabrata Trading Pvt. Ltd.

20. Eclipse Infrastructure Pvt. Ltd.

21. Saachi Multitrading Pvt. Ltd.

22. Salajung Multitrading Pvt. Ltd.

23. Samreen Multitrading Pvt. Ltd.

24. Sanavi Multitrading Pvt. Ltd.

25. Akar Estate & Finance Pvt Ltd.

26. Silver Base Infrastructure Pvt. Ltd.

27. Gargi Developers Pvt. Ltd.

28. Kishore Biyani HUF

29. Kavi Sales Agency Pvt. Ltd.

30. Softtouch Multitrading Pvt. Ltd.

31. Liquid Foot Infraprojects Pvt. Ltd.

32. Tanushri Infrastructure Pvt. Ltd.

33. Oviya Multitrading Pvt. Ltd.

34. Taraka Infrastructure Pvt. Ltd.

35. Ucchal Infrastructure Pvt. Ltd.

36. Raaka Multitrading Pvt. Ltd.

37. U-Phase Infraprojects Pvt. Ltd.

38. Radha Multitrading Pvt. Ltd.

39. White Circle Mercantile Pvt. Ltd.

40. Raja Infrastructure Pvt. Ltd.

41. White Knight Mercantile Pvt. Ltd.

42. Simple Ton lnvest Trade Pvt. Ltd.

Conservation of Energy, Research & Development, Technology absorption, Foreign exchange Earnings and Outgo and Export Initiative:

(A) Conservation of Energy and Technology Absorption

Considering the Company's business activities, the Directors have nothing to state in connection with Conservation of Energy and Technology Absorption.

(B) Foreign Exchange Earnings and Outgo

Details of foreign exchange earnings and outgo during the year under review are given in Note No. 9 and 10 of Schedule T Significant Accounting Policies and Notes to Accounts, forming part of audited financial statements.

(C) As the company is mainly concentrating on domestic consumption market, it has not considered any export initiative.

Particulars as per section 217(2A)of The Companies Act, 1956

In accordance with the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, the names and other particulars of employees are to be set out in the Director's Report, as an addendum thereto. However, as per the provisions of Section 219(l)(b)(iv) of the Companies Act, 1956, the Report and accounts, as therein set out, are being sent to all members of the Company excluding the aforesaid information about the employees. Any member, who is interested in obtaining such particulars about employees, may write to the Secretarial Department at the Registered Office of the Company. In addition, the said information shall be available for inspection on all working days at the registered office of the Company.

Corporate Governance

As required under the Listing Agreement with Bombay Stock Exchange Limited, a report on Corporate Governance is given inAnnexure"A"to this Report.

Acknowledgements

The Directors place on record its deep appreciation for the dedicated services of the executives and staff at all levels of the Company. Grateful thanks are also due to Company's Bankers, Statutory Authorities, its patrons and all organizations connected with the Company. Shareholders appreciation of the managements efforts at the General Meetings of the Company and otherwise, is a great fillip to strive for better performance year after year.

For and on behalf of the Board

Sunil Biyani Udita Jhunjhunwala Director Director

Place: Mumbai Date : May 27, 2011


Mar 31, 2010

The Directors of Galaxy Entertainment Corporation Limited (GECL) take pleasure in presenting 28th Annual Report on the business and operations of the company, together with the audited accounts for the year ended March 31,2010.

FINANCIAL RESULTS

(Rs. in Lacs)

Particulars Year Ended Year Ended 31-03-10 31-03-09

Total Income 3435.58 3718.22

Profit/(Loss) before Depreciation and Tax (PBDT) (1150.76) (1383.75)

Less: Depreciation 724.05 586.99

Add: Adjustments for exceptional items (125.11) -

Add: Prior Period Items - 41.23

Profit/(Loss) before Tax (1999.92) (1929.51)

Provision for Tax:

- Current - -

- Fringe Benefit - 11.00

Profit/(Loss) after Tax (1999.92) (1940.51)

Add: Balance brought forward (1791.69) 148.82

Balance carried to Balance Sheet (3791.61) (1791.69)

Year and Period under review:

During the year under review, the turnover of the company has decreased marginally to Rs.3435.58 lacs as against Rs.3718.22 lacs in the corresponding previous year. Significant decrease in operating and administrative expenses has helped the Company to report reduced Losses before Depreciation arid Taxation at Rs. 1150.76 lacs as against the Loss of Rs. 1383.75 lacs in the previous year. After providing for Depreciation and adjustments for exceptional items, the Company has reported Net loss of Rs. 1999.92 lacs.

In view of the high losses incurred, certain units reporting substantial losses on account of high fixed costs have been closed. This shall enable the management to focus on existing profit making units as well as to identify new projects with better prospects.

Barring unforeseen circumstances, your Directors are optimistic of reporting better results in the year ahead.

Dividend

In view of the losses incurred, your Directors regret their inability to declare any dividend.

Directors Responsibility Statement

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors to the best of their knowledge and belief confirm that:

- The applicable standards have been followed in the preparation of the annual accounts and there are no material departure;

- 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 as at March 31,2010 and the loss of the company for the year ended on that date.

- The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; and

- The Directors have prepared the Annual Accounts of the Company on a going concern basis.

Directors

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr. Rajneesh Agarwal and Ms. Udita Jhunjhunwala, Directors of the Company, shall retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. The Board of Directors recommends their re-appointment.

Mr. Arvind Agrawal was appointed as an Alternate Director to Mr. Shishir Baijal with effect from 26th May 2010.

During the year under review, Mr. Anil Harish due to his other pre-occupations had tendered resignation as a Director of the Company. The Board places on record their deep appreciation for the valuable contribution made by Mr. Anil Harish during his association as a Director.

Fixed Deposits

During the year under review, the company has neither accepted nor renewed any fixed deposits within the meaning of Section 58Aofthe Companies Act, 1956 and rules made thereunder.

Subsidiary Company

Statement pursuant to Section 212 of the Companies Act, 1956 together with the audited financial statements for the year ended March 31, 2010 and the Reports of the Directors and Auditors thereon of Companys Subsidiaries viz. Galaxy Rain Restaurants Private Limited and Rain Fruits & More Private Limited, included in the Annual Report, forms a part of this report.

Consolidated Financial Statements

In accordance with Accounting Standard (AS-21) on Consolidated Financial Statements, your Directors provide the audited Consolidated Financial Statements in the Annual Report. These statements have been prepared on the basis of financial statements received from subsidiaries, as approved by their respective Boards.

Auditors

M/s. Haribhakti & Co, Chartered Accountants the Statutory Auditors of the Company retire at the ensuing Annual General Meeting and are eligible for re-appointment. The retiring Auditors have furnished a certificate of their eligibility for re-appointment under Section 224(1B) of the Companies Act, 1956 and have indicated their willingness to continue in the said office.

Auditors Comments

Observations, if any, made by the Auditors in their Report read with relevant notes as given in the Notes on Accounts annexed to the Accounts, are self explanatory and therefore do not call for any further comments under Section 217 (3) of the Companies Act, 1956.

Audit Committee

The Company has an Audit Committee comprising of three Non-Executive Directors viz. Mr. Atul Ruia, Mr. Rajneesh Agarwal, and Ms. Udita Jhunjhunwala. Majority of the members of the Committee are Independent Directors. The Board of Directors has been appointed Mr. Rajneesh Agarwal as the Chairman of the Committee.

Group

Pursuant to intimation from Pantaloon Retail (India) Ltd., co-poromoter(s) and in accordance with Regulation 3(l)(e) of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 ("SEBI Regulations") regarding identification of persons constituting "Group" ("within the meaning as defined in the Monopolies and Restrictive Trade Practice Act, 1969) are as under.

Persons constituting "Group" coming within the definition of "Group" for the purpose of Regulations 3(l)(e) of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997, includes the following persons:

1. Mr. Kishore Biyani

2. Mr. Gopikishan Biyani

3. Mr. Laxminarayan Biyani

4. Mr. Vijay Biyani

5. Mr. Sunil Biyani

6. Mr. Anil Biyani

7. Mr. Rakesh Biyani

8. Ms. Ashni Biyani

9. Mr. Vivek Biyani

10. Future Corporate Resources Limited

11. Pantaloon Industries Limited

12. Varnish Trading Private Limited

13. Manz Retail Private Limited

14. Erudite Trading Private Limited

15. Chaste Investrade Private Limited

16. Future Realtors India Pvt. Limited

17. Future Capital Investment Pvt. Ltd.

18. Future Ideas Company limited

19. Akar Estate & Finance Pvt. Ltd.

20. Pantaloon Retail (India) Ltd.

Conservation of Energy, Research & Development, Technology absorption, Foreign exchange Earnings and Outgo:

(A) Conservation of Energy and Technology Absorption

Considering the Companys business activities, the Directors have nothing to state in connection with Conservation of Energy and Technology Absorption.

(B) Foreign Exchange Earnings and Outgo

Details of foreign exchange earnings and outgo during the year under review are given in Note No. 9 and 10 of Schedule T Significant Accounting Policies and Notes to Accounts, forming part of audited financial statements.

Particulars as per section 217(2A) of The Companies Act, 1956

In accordance with the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, the names and other particulars of employees are to be set out in the Directors Report, as an addendum thereto. However, as per the provisions of Section 219(l)(b)(iv) of the Companies Act, 1956, the Report and accounts, as therein set out, are being sent to all members of the Company excluding the aforesaid information about the employees. Any member, who is interested in obtaining such particulars about employees, may write to the Secretarial Department at the Registered Office of the Company. In addition, the said information shall be available for inspection on all working days at the Registered office of the Company.

Corporate Governance

As required under the Listing Agreement with Bombay Stock Exchange Limited, a report on Corporate Governance is given in Annexure"A"to this Report.

Acknowledgements

The Directors place on record its deep appreciation for the dedicated services of the executives and staff at all levels of the Company. Grateful thanks are also due to Companys Bankers, Statutory Authorities, its patrons and all organizations connected with the Company. Shareholders appreciation of the managements efforts at the General Meetings of the Company and otherwise, is a great fillip to strive for better performance year after year.

For and on behalf of the Board

Place : Murnbai Ashok Ruia Arvind Agrawal

Dated : May 28,2010 Director Alternate Director to

Mr. Shishir Baijal

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