REPORT ON CORPORATE GOVERNANCE
The Equity shares of the Company have been listed on the BSE Limited. In accordance with Clause 49 of the Listing Agreement on Corporate Governance (Clause 49) with the BSE Limited (BSE), the report containing the details of corporate governance systems and processes at Galaxy Entertainment Corporation Limited are as under:
I. Corporate Governance Philosophy
The Company firmly believes that the governance process must aim at managing the affairs without undue restraints for efficient conduct of its business, so as to meet the aspirations of shareholders, employees, customers, vendors and society at large.
The cardinal principles such as independence, accountability, responsibility, transparency, fair and timely disclosure, credibility among others serve as the means of implementing the philosophy of Corporate Governance in both letter and spirit.
We believe that sound Corporate Governance is critical to enhance and retain investor trust. Accordingly, we always seek to ensure that we attain our performance with integrity and the Board exercises its fiduciary responsibilities in the widest sense of the term.
The Company recognizes that good Corporate Governance is a continuing exercise and reiterates its commitment to achieve highest standards of Corporate Governance in the overall interest of all the stakeholders.
II. Board of Directors
A. Composition and category of Board
The Board of Directors of the Company consists of distinguished personalities with considerable professional expertise and experience in the fields of business & industry, finance, law and management. Your Company's policy is to maintain optimum combination of executive, non executive and woman directors in compliance with the requirements of Clause 49 (I) (A) of the Listing Agreement and Section 149 of Companies Act, 2013.
As on the date of this report, the strength of the Board of Directors is Four (4) out of which two are Independent Directors. Composition of the Board and category of the Directors is as below. The Chairman of your Company is Non-Executive, Independent Director
B. Board Meetings
The provisions relating to the time period between two Board meetings not exceeding 4 months have been complied. The necessary quorum was present for all the meetings. None of the non-executive directors have any pecuniary relationship or transaction with the company.
During the year 2014-15, information as mentioned in Annexure 1A to Clause 49 of the Listing Agreement has been placed before the Board for its consideration and review.
C. Directors' attendance record and other Directorships held
The names and categories of the Directors on the Board, their attendance at Board meetings and Annual General Meeting held during the year, the number of Directorships and Committee Chairmanships/Memberships held by them in other public companies as on March 31, 2015 are given herein below.
• Other directorships do not include alternate directorships, directorships of private limited companies, Section 8 companies and of companies incorporated outside India.
• None of the Directors is a Member of the Board of more than 10 Limited Companies in terms of Section 165 of the Companies Act, 2013; Member of more than 10 committees and Chairman of more than 5 committees, across all the companies in which he/she is a director.
• In accordance with Clause 49, Membership/Chairmanship of only Audit Committees and Shareholder's/Investor's Grievance Committees of all Public Limited Companies have been considered.
• The Directorship/Committee Membership is based on the latest disclosures received from Directors.
• Video conferencing facility was made available to directors to participate in the proceedings of the Board and its committees. Attendance of Directors includes participation in the meeting(s) through video conference.
Details of Directors seeking appointment at the forthcoming Annual General Meeting
Mr. Swapnil Kothari : Non-Executive Director
Mr. Swapnil Kothari is an International Corporate Lawyer with a degree of L.L.M (International & Comparative Law) from Georgetown since 1995. He is admitted as an Advocate in Mumbai and as a Solicitor in England and Wales. He has been practicing in the areas of Banking Law, Property Law, Project Finance, Joint Ventures and Mergers & Acquisitions including litigation/arbitration, IT related matters and high profile NRI investments. He has worked with Slaughter And May, London and Jones Day which are premier international law firms with Fortune 500 companies and other major international conglomerates as its clients - Barclays Bank PLC, ABN AMRO, Detroit Edison, Harman International, JP Morgan Securities Asia, Toyota to name a few. Also, he was associated with Amarchand & Mangaldas, Mumbai for two years. He started his own corporate practice in Mumbai in 2001.
Mr. Sharad Rustagi: Independent Director
Mr. Sharad Rustagi is a qualified Chartered Accountant from ICAI and Company Secretary from ICSI. Prior to joining as an Associate Partner in the firm R. Devendra Kumar Associates and Shambhu Gupta & Co, he worked at senior positions in leading firms like Mahajan & Aibara, Protiviti Consulting (erstwhile Arthur Anderson) and Price Waterhouse Coopers. He almost spent 11 years into Risk and Management Assurance practice with strong working background and enriched knowledge into areas like Risk based internal audits, Operational Audits, Business process manuals, Sox Compliance Advisory, Due diligence reviews, System reviews, etc. He has handled a large range of clients across several industrial sectors.
None of the Directors above holds any shares in the Company.
As mandated under Clause 49, the Independent Directors on the Board:
• don't have any material pecuniary relationships or transactions with the Company, its Promoters, Directors, Senior Management or its Holding Company, Subsidiaries and Associates which may affect independence as a Director.
• are not related to promoters or persons occupying management positions at the Board level or at one level below the Board.
• have not been executive of the Company in the immediately preceding three financial years.
• are not partners or executives or were not partners or executives during the preceding three years of the:
(i) Statutory audit firm or the internal audit firm that is associated with the Company.
(ii) Legal firm (s) and consulting firm(s) that have a material association with the Company
• are not material suppliers, service providers or customers or lessors or lessees of the Company, which may affect independence of the Director
• are not substantial shareholders of the Company i.e. do not own two per cent or more of the block of voting shares
• are not less than 21 years of age
D. Code of Conduct
The Company has laid down a Code of Conduct for all its Board Members and Senior Management Personnel for avoidance of conflicts of interest and ensuring the highest standard of honesty, dedication and professionalism in carrying out their functional responsibilities. The Company's Code of Conduct is in consonance with the requirements of Clause 49 of the Listing Agreement. The Code of Conduct is posted on the Company's website www.thegalaxycorp com. The code has been circulated to all the members of the Board and senior management and the compliance of the same have been affirmed by them. There are no commercial or material financial transactions, with the senior management personnel, where there is a personnel interest that may have in a potential conflict with the interest of the Company at large.
Sitting fees include payment to the Directors for attending meetings of Board and Audit Committee. Service Tax is not included
III. Board Committees
The Company has Three (3) Board level Committees: Audit Committee, Stakeholders Relationship Committee and Nomination, Remuneration and Compensation Committee. All decisions pertaining to the constitution of Committees, appointment of members and fixing of terms of reference of the Committees are taken by the Board of Directors. Details on the role and composition of these Committees, including the number of meetings held during the financial year and the related attendance, are provided below:
• Audit Committee
The composition, role and power of the Audit Committee meet the requirements of Clause 49 of the Listing Agreement entered into with Stock Exchange as well as Section 177 of the Companies Act, 2013.
A. Audit Committee
i. As on March 31, 2015, the Committee comprises of three non-executive directors out of which two are independent. All the members of the Audit Committee have good knowledge of finance, accounts and corporate law. Mr. Rajneesh Agarwal, the Chairman of the Audit Committee is an eminent Chartered Accountant and has expertise in the accounting and financial management domain.
• The members of the Audit Committee are paid sitting fees of ? 5,000/- for every meeting of the Committee attended by them. The Chairman of the Committee is Mr. Rajneesh Agarwal, an Independent Director of the Company. The terms of reference of the Audit Committee is in conformity with those mentioned in Clause 49 of the Listing Agreement of the Stock Exchanges as well as Section 177 of the Companies Act, 2013.
• The previous Annual General Meeting (AGM) of the Company was held on September 18, 2014 and was attended by Mr. Rajneesh Agarwal, Chairman of the Audit Committee.
• Mr. Sharad Rustagi was appointed as a member of the Audit Committee with effect from August 11, 2015
Terms and Reference of the Audit Committee
The terms of reference of the Audit Committee are in accordance with all the items listed in Clause 49(II)(D) and (E) of the listing agreement and applicable sections of the Act as follows:
a) Hold discussions with the Auditors periodically about internal control systems, the scope of audit including the observations and review of the quarterly, half-yearly and annual financial statements before submission to the Board and also ensure compliance of internal control systems.
b) Overseeing the Company's financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible.
c) Recommending to the board the appointment, re-appointment and, if required, the replacement or removal of the statutory auditor and the fixation of audit fee.
d) Approve payment for any other services rendered by the statutory auditors.
e) Reviewing, with the management, the annual financial statements before submission to the Board for approval, with particular reference to:
> Matters required to be included in the Director's Responsibility Statement is included in the Board's Report in terms of Section 134 of the Companies Act, 2013.
> Changes, if any, in accounting policies and practices and reasons for the same.
> Major accounting entries based on the exercise of judgment by management.
> Significant adjustments made in the financial statements arising out of audit findings.
> Compliance with listing and other legal requirements relating to financial statements.
> Disclosure of any related party transactions.
> Qualifications in the draft Audit Report.
f) Reviewing, with the management, the quarterly financial statements before submission to the board for approval.
g) Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems.
h) Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of Internal Audit.
i) Discussion with Internal Auditors on any significant findings and follow up there on.
j) Reviewing the findings of any internal investigations by the Internal Auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board.
k) Discussion with Statutory Auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern.
l) To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, Shareholders (in case of non-payment of declared dividends) and creditors.
m) Review of information as prescribed under Clause 49 (II)(E) of the listing agreement.
B. Nomination, Remuneration and Compensation Committee Composition:
One meeting of Nomination, Remuneration and Compensation Committee was held on February 7, 2015 during the financial year 2014-15.
No sitting fee is paid to the members of the Nomination, Remuneration and Compensation Committee.
Terms of Reference of Nomination, Remuneration & Compensation Committee
The Committee determines, reviews and recommends managerial remuneration in addition to reviewing overall compensation structure and policies of the Company with a view to attract, retain and motivate employees, reviewing compensation levels of the Company's employees vis-a-vis other companies and industry in general. The policy formulated by the Board is in compliance of the provision of the Section 178 of the Companies Act, 2013.
C. Shareholder's / Investor's Grievance Committee
The Shareholder's/Investor's Grievance Committee has been constituted to look into investor's complaints like transfer of shares, non-receipt of declared dividends, etc. and take necessary steps for redressal thereof. The Committee is a Board level committee under the Chairmanship of Mr. Rajneesh Agarwal, a Non-Executive Director.
There were no meetings of Shareholder's/Investor's Grievance Committee Meeting held during the financial year 2014-15. The present composition of the Shareholders/Investors' Grievance Committee and the number of meeting attended were as under:
During the year under review, Mr. Vikas Kedia was appointed as the Compliance Officer of the Company.
During the year 2014-15, the Company has not received any complaints from shareholders/ investors. There were no complaints pending as at end of the year.
Shares received for physical transfer are generally registered and returned within a period of 15 days from the date of receipt, if the documents are complete in all respects. The Shareholder's/Investor's Grievance Committee of the Company meets as and when required.
D. Subsidiary Monitoring Frame Work
As on March 31, 2015, it has Two (2) subsidiary companies. The subsidiary companies are currently not operational. There has been no material change in the nature of the business of the subsidiaries and hence they are not considered as material subsidiaries.
E. Code for Prevention of Insider Trading Practices
Pursuant to the Securities and Exchange Board of India, (Prohibition of Insider Trading) Regulations 1992, read with relevant provisions of the Companies Act, a comprehensive code for prevention of Insider Trading is in place. The objective of the Code is to prevent purchase and/or sale of shares of the Company by an insider on the basis of unpublished price sensitive information. Under this Code, Directors and designated employees are completely prohibited from dealing in the Company's shares during the closure of Trading Window. To deal in securities beyond specified limit, permission of Compliance Officer is mandated. All the designated employees are also required to disclose related information periodically as defined in the Code.
F. Independent Directors' Meeting
During the year under review, a separate meeting of Independent Directors was held on March 30, 2015 and all the Independent Directors were present at the meeting.
Performance evaluation of Independent Directors
a. The Nomination Committee shall lay down the evaluation criteria for performance evaluation of independent directors.
b. The company shall disclose the criteria for performance evaluation, as laid down by the Nomination Committee, in its Annual Report.
c. The performance evaluation of independent directors shall be done by the entire Board of Directors (excluding the director being evaluated).
d. On the basis of the report of performance evaluation, it shall be determined whether to extend or continue the term of appointment of the independent director
Details of Special Resolutions passed at the Extraordinary General Meetings for the last 3 years.
No extra ordinary general meeting of the company was held during the last 3 (three) years.
The Company has not passed any special resolutions through postal ballot pursuant to Section 110 of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014 (Passing of the Resolution by Postal Ballot) Rules 2001.
V. Additional Shareholders Disclosure/ information
a. During the financial year 2014-15, there were no transactions of material nature with the directors or the management or their subsidiaries or relatives that had potential conflict with the interest of the Company.
b. The Company has complied with the requirements of the Stock Exchanges/SEBI/and other Statutory Authorities on all matters related to capital markets during the last three years. No penalties or structure have been imposed on the Company by the Stock Exchange or SEBI or any other statutory authorities.
c. At present, the Equity Shares of the Company are listed on the BSE Limited (BSE). The Annual Listing fees for theyear 2015-16 have been paid to BSE.
d. The Company has paid custodial fees for the year 2014-15 to National Securities Depository Limited and Central Depository Services (India) Limited on the basis of number of beneficial accounts maintained by them.
e. During the year under review, Mr. Vikas Kedia has been appointed as the Compliance Officer of the Company witheffect from May 29, 2015.
f. There is no outstanding GDR/ADR/Warrants or any convertible instruments as on the date of this report.
VI. Means of Communication:
a) Financial Results were published in newspapers, viz., Business Standard and Mumbai Lakshadweep.
The Company has its own web site and all vital information relating to the Company and its products etc. have been uploaded on the web site for the benefit of the public at large. Company's web site address is www.thegalaxycorp.com
b) Management Discussion and Analysis forms part of the Annual Report.
VII. General Shareholders information:
a. Annual General Meeting
a. Annual General Meeting
i. AGM Date : September 29, 2015
ii. Time & Venue : 1.30 P.M, Sunville Banquets 9, Dr. Annie Besant Road, Worli, Mumbai – 400018.
b. Financial Year : 1st April to 31st March
c. Book Closure : September 25, 2015 to September 29, 2015
d. Financial Calendar (tentative):
First Quarterly Result : on or before 14th August
Second Quarterly Result : on or before 14th November
Third Quarterly Result : on or before 14th February
Financial year ending : on or before 30th May
Listing on Stock Exchanges
BSE Limited (BSE) Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai - 400 001.
Scrip Code: 506186
CIN : L51900MH1981PLC024988
i. Dematerialization of Shares
As on March 31, 2015, 1,52,39,669 Equity Shares representing 97.38% of the total equity capital of the Company were held in dematerialized form. The bifurcation of shares held in Physical and Demat form as on March 31, 2015, are given below:
Physical Shares are transferred at the office of M/s. TSR Darashaw Limited 6-10, Haji Moosa Patrawala Industrial Estate, 20, Dr. E. Moses Road, Mahalaxmi, Mumbai - 400 011, the Registrar & Transfer Agent of the Company. Any query or complaint may be referred to the said address.
j. Share Transfer system:
Applications for transfer of shares held in physical form are received at the office of the Registrar and Share Transfer Agents of the Company. They Processed and returned to shareholders within 10- 15 days from the date of receipt.
Shares held in the dematerialized form are electronically traded in the Depository and the Registrar and Share Transfer Agents of the Company periodically receive from the Depository the beneficiary holdings so as to enable them to update their records for sending all corporate communications, dividend warrants, etc. Physical shares received for dematerialisation are processed and completed within a period of 21 days from the date of receipt, provided they are in order in every respect. Bad deliveries are immediately returned to Depository Participants under advice to the shareholders.
k. Address for correspondence:
i. Any Query on Annual Report:
M/s Galaxy Entertainment Corporation Limited
3rd Floor, Block A, Orchid City Center Mall, 225, Bellasis Road, Mumbai - 400 008. Phone: 022 66201456 Fax: 022 66201462 Email id for investors: firstname.lastname@example.org
ii. Shareholders correspondence should be addressed to:
M/s TSR Darashaw Limited, 6-10, Haji Moosa Patrawala Industrial Estate, 20, Dr. E. Moses Road, Mahalaxmi, Mumbai - 400 011 Tel No.: 022-66568484 Email Id: email@example.com
Shareholders holding shares in electronic mode should address their correspondence to their respective Depository Participants.
VIII. Compliance on Clause 49 of the Listing Agreement
In so far as compliance with the requirements of Clause 49 of the listing Agreement with the stock exchanges for the year ended March 31, 2015, the Company has complied with the mandatory norms and disclosures that have to be made in Corporate Governance report. The Company has not adopted any non mandatory requirements suggested under the Corporate Governance. The Statutory Auditors have certified that the Company has complied with conditions of Corporate Governance as stipulated in Clause 49 and the certificate is annexed to this report