Share Wealth

Year End :2018-03

Directors' Report

To,

The Members of Galaxy Entertainment Corporation Limited

Your Directors take pleasure in presenting the Thirty Sixth Annual Report of the Company on the business and operations of the Company along with the audited financial statements for the year ended March 31, 2018.

Financial Results

The Company's financial performance for the finanacial year ended March 31, 2018 is summarized below: Standalone

		(Rs in lakhs)
Particulars	Year ended 31.03.2018	Year Ended 31.03.2017
Revenue from operations	4,052.43	4,174.82
Other Income	201.83	691.30
Total Income	4,254.26	4,866.12
Personnel Cost	638.12	70.02
Operating and other expenses	4268.86	6115.10
Total Expenditure	5356.98	6185.12
(Profit/Loss) before Interest, Depreciation and Tax	(1102.72)	(1319.00)
Less: Interest	-	-
Less : Depreciation	100.81	100.75
Profit/(Loss) before tax	(1203.53)	(1419.75)
Less Provision for Tax	-	-
Profit/(Loss) after Tax	(1203.53)	(1419.75)

Performance of the Company

During the year under review, Your Company had earned revenue from operations (Gross) of Rs 4052.43 Lakhs. The Loss before finance cost, depreciation and amortization was of Rs (1102.72) Lakhs (-27.21% of total revenue) as against Rs (1319.00) Lakhs (-26.78% of total revenue) in the previous year. The operating Loss after tax reduced to Rs (1203.53) Lakhs (-29.70% to revenue) as against Rs (1419.75) Lakhs (-34.01% of revenue) in the previous year, showing a positive trend. The Company is targeting to achieve break even in current financial year.

Business Review

During the year under review, the Company has opened 5 commissaries in India. The Company operates Commissaries in Mumbai, Pune, Bengaluru, Hyderabad and Kolkata. Commissaries are mainly focused on manufacturing of fresh foods ranging from fresh bakery, desserts, hot meals, cold meals to home meal convenience foods and ready to eat products. Currently the Company does private label for renowned players in retail industry and caters to QSR companies having PAN India presence.

Dividend

Your Directors have not recommended any dividend on equity shares in respect of the financial year 2017-18. Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, ("Listing Regulations") with regard to formulation of Dividend Distribution Policy are not applicable to our Company.

Transfer to Reserve

The Company has not transferred any amount to reserves during the year and hence no information as per the provisions of Section 134 (3) (j) of the Companies Act, 2013 ("the Act") has been furnished.

Increase in Share Capital

Pursuant to the approval granted by the shareholders at their Extra Ordinary General Meeting of the Company held on December 8, 2017, the Authorised share Capital of the Company had increased from Rs 20,00,00,000/-(Rupees Twenty Crore) divided into 2,00,00,000 (Two Crore) Equity shares of Rs 10/- (Rupee Ten) each to Rs 40,00,00,000/- (Rupees Forty Crores) divided into 4,00,00,000 (Four Crore) Equity shares of Rs 10/- (Rupees Ten) each fully paidup.

The Issued, Subscribed and Paidup Share Capital of the Company as on March 31, 2018 is Rs 25,22,93,700/-divided into 2,52,29,370 equity shares of Rs 10/- fully paidup each.

Issue and allotment of Equity shares & Compulsorily Convertible Debentures (CCDs) on preferential basis

• During the year under review, the Committee of Directors of the Company at their meeting held on January 2, 2018, had issue and allotted 95,79,435 Equity shares of Rs 10/- each at a premium of Rs 11/- per share fully paidup on preferential allotment basis to Promoter group and/or Investors.

• The Committee of Directors of the Company at their meeting held on January 2, 2018 had issued and allotted 9,88,744 Compulsorily Convertible Debentures (CCDs) having face value of Rs 100/- each fully paidup to Central Departmental Stores Private Limited, promoter group Company, on preferential allotment basis, carrying a coupon rate of 0.01% per annum, which shall be converted into 47,08,304 Equity Shares of Rs 10/- each at a conversion price of Rs 21/- each within 18 months from the date of allotment in one or more tranches.

Conversion of CCDs into Equity Shares:

The Committee of Directors at their meeting held on April 3, 2018 had converted 4,52,179 CCDs out of 9,88,744 CCDs into 21,53,233 Equity shares having face value of Rs. 10/- each fully paidup at a conversion price of Rs. 21/- each.

Registered office of the Company

During the year under review, the registered office of the Company has been shifted from 3rd floor, Block A, Orchid City Centre Mall, 225, Belasis Road, Mumbai Central, Mumbai-400008 to Eyelet House, M.S. Patel Compound, Near John Baker Bus Stop, Opp. Shah Industrial Estate, Saki-Vihar Road, Saki Naka, Andheri (East), Mumbai-400072, w.e.f. November 8, 2017.

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, 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 Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate. During the year under review, no material or serious observation has been received from the Statutory Auditors and the Internal Auditors of the Company on the inefficiency or inadequacy of such controls.

Internal Control Systems

Adequate internal control systems commensurate with the nature of the Company's business and size and complexity of its operations are in place and have been operating satisfactorily. Internal control systems comprising of policies and procedures are designed to ensure reliability of financial reporting, timely feedback on achievement of operational and strategic goals, compliance with policies, procedure, applicable laws and regulations and that all assets and resources are acquired economically, used efficiently and adequately protected.

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 and reviews the elements of risks with regard to the business.

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.

Cash Flow Statement

In conformity with the provisions of Regulation 34 of Listing Regulations, Cash Flow Statement for the year ended March 31, 2018 has been provided in the Annual Report and which forms part of this report.

Subsidiaries

The Company is not a holding Company in terms of Section 2 (46) of the Act. There are no subsidiary, associate or joint venture Companies within the meaning of Section 2(6) of the Act. Hence, Form AOC-1 pursuant to provisions of Section 129(3) of the Act, is not provided in this report.

Particulars of Employees and other additional information

The ratio of the remuneration of each key managerial personal (KMP) to the median of employee's remuneration as per section 197(12) of the Act, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rule, 2014 forms part of the Board's Report under (Annexure W).

None of the employees are drawing remuneration as per the ceiling stipulated in terms of Rule 5 (2) (ii) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Extract of Annual Return

Pursuant to the provisions of Section 134(3)(a) of the Act, Extract of the Annual Return for the financial year ended March 31, 2018 made under the provisions of Section 92(3) of the Act is attached as (Annexure 'B') and which forms part of this Report.

A copy of the same is also placed at the website of the Company and shall be available at www.thegalaxycorp.com

Board Diversity

The Company recognizes and embraces the importance of a diverse board in success. We believe that a truly diverse board will leverage differences in thought, perspective, knowledge, skill, regional and industry experiences, cultural and geographical background, age, ethnicity, race and gender, which will help us to retain our competitive advantage. The Board has adopted the Board Diversity Policy which sets out the approach to diversity of the Board of Directors. The Board Diversity Policy is available on our website www.the Qalaxy corp.com.

Secretarial Auditor and Secretarial Audit Report

In terms of the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, the Company has appointed Mrs. Nidhi Bajaj of M/s. Nidhi Bajaj & Associates, Practicing Company Secretaries, to conduct Secretarial Audit of the Company for the financial year 2017-18. The Secretarial Audit Report for the financial year 2017-2018 is annexed herewith as (Annexure 'C') and forms part of this report. The Secretarial Audit report does not contain any qualification, reservation or adverse remark.

Corporate Governance

Corporate Governance is about maximizing shareholders value legally, ethically and sustainably. At GECL, the goal of corporate governance is to ensure fairness for every shareholder. We believe sound corporate governance is critical to enhance and retain investor trust. Our Board exercises its fiduciary responsibilities in the widest sense of the team. We also endeavor to enhance long-term shareholder value and respect minority rights in all our business decisions.

Certificate on Corporate Governance

As per Regulation 34 (3) read with Schedule V of the Listing Regulations, the auditor's certificate on corporate governance is enclosed as (Annexure 'D') to the Board's report. The auditor's certificate for financial year 2018 does not contain any qualification, reservation or adverse remark.

Management's discussion & analysis

The Management Discussion and Analysis Report on the operations of the Company, as required under Regulation 34 of Listing Regulations is provided in a separate section and forms an integral part of this Report.

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

The Board of Directors met five (5) times during the financial year ended March 31, 2018 in accordance with the provisions of the Act and rules made there under. All the Directors actively participated in the meetings and provided their valuable inputs on the matters brought before the Board of Directors from time to time. Additionally, on February 13, 2018, the Independent Directors held a separate meeting in compliance with the requirements of Schedule IV of the Act and the provisions of Listing Regulations.

The meeting details are provided in the Corporate Governance Report that forms part of this Annual Report. The maximum interval between any two meetings did not exceed 120 days, as prescribed in the Act.

Audit Committee

An Audit Committee is in existence in accordance with the provisions of Section 177 of the Act. The Audit Committee comprises of Mr. Rajneesh Agarwal, Ms. Udita Jhunjhunwala and Mr. Sharad Rustagi, Independent Directors and Mr. Swapnil Kothari, Non-Executive Director. Five meetings of the Audit Committee were held during the year. Kindly refer section on Corporate Governance, under head 'Audit Committee' for matters relating to constitution, meetings and functions of this Committee.

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 and Key Managerial Personnel

The Board had judicious combination of Non-Executive and Independent Directors to maintain the independence of the Board and separate its functions of governance and management. As of March 31, 2018, 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.

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

In accordance with the provisions of Section 149 of the Act read with Listing Regulations, your Board of Directors recommend for re-appointment of Mr. Sharad Rustagi, as Independent Directors for a further term of 5 (five) consecutive years commencing from September 29, 2018 to September 28, 2023.

The notice convening forthcoming AGM includes the proposal for appointment/re-appointment of aforesaid Directors. A brief resume of the Directors seeking appointment/re-appointment at the forthcoming AGM and

other details as required to be disclosed in terms of Regulation 36(3) of the Listing Regulations and Secretarial Standard on General Meetings (SS-2) forms part of the Notice calling the AGM. None of the Directors are disqualified for appointment/ re-appointment under Section 164 of the Act.

During the year under review, Mr. Vikas Kedia, Chief Financial Officer/Compliance Officer had resigned from the post of Chief Financial Officer/Compliance of the Company and the followings Key Managerial Personnels of the Company were appointed w.e.f. from November 8, 2017:

Mr. MayankTandon	- Chief Executive Officer
Ms. Suchita Rajput	- Company Secretary
Mr. Tanuj Agarwal	- Chief Financial Officer

Declarations by Independent Directors

Pursuant to the provisions of sub-section (7) of Section 149 of the Act, the Company has received individual declaration from all independent Directors, confirming that they fulfill the criteria of independence laid down in Section 149 of the Act and Regulation 25 of Listing regulation.

Policy on Director's Appointment and Remuneration

The policy of the Company on Director's appointment and remuneration, including the criteria for determining qualifications, positive attributes, independence of a Director and other matters, as required under sub-section (3) of Section 178 of the Act is available on our website at www.theQalaxycorp.com.

There has been no change in the policy since last fiscal. We affirm that the sitting fees paid to Directors is as per the terms laid out in the Nomination and Remuneration Policy of the Company.

Board Evaluation

Listing Regulations mandates that the Board shall monitor and review the evaluation framework. The frame work includes the evaluation of Directors on various parameters.

The Act 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 Act, 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.

Familiarization program for independent Directors

At the time of the appointment of an independent Director, the Company issues a formal letter of appointment outlining his/her role, function, duties and responsibilities. The letter of appointments issued to Independent Directors is available on our website at www.theQalaxycorp.com.

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 (Prohibition of Insider Trading) 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 on Stock Exchange

The Company has entered into Listing Agreement with BSE Limited (BSE) in terms of the Listing Regulations and the listing fee for the year 2018-19 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.

Director's Responsibility statement

In terms of Section 134(5) of the Act, in relation to the audited financial statements of the Company for the year ended March 31, 2018, the Board of Directors hereby confirms that:

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

ii. such accounting policies have been selected and applied 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, 2018 and of the loss of the Company for the year ended on that date;

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

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

Nomination, Remuneration and Compensation Committee

A Nomination, Remuneration and Compensation Committee is in existence in accordance with the provisions of sub-section (1) of Section 178 of the Act. Kindly refer section on Corporate Governance, which is forming part of this report, under head 'Nomination, Remuneration and Compensation Committee'for matters relating to constitution, meetings, functions of the Committee.

Secretarial Standard

The Company complies with all applicable secretarial standards. Auditors and Auditor's Report

M/s. S A R A & Associates, Chartered Accountants, Statutory Auditors of the Company, bearing ICAI Registration No. 120927W, have been appointed as the Statutory Auditors of the Company for a period of 3 years From the conclusion of thirty fourth AGM till the thirty seventh AGM of the Company subject to ratification by the members in every AGM.

In view of recent amendment in the Act, which were notified with effect from May 07, 2018 by the Ministry of Corporate Affairs, the requirement of ratification of Auditors at every year has been removed and accordingly, there is no requirement of ratification of appointment of Auditors.

The Statutory Auditors have confirmed their eligibility to continue to act as the auditors of the Company and they are not disqualified from completing the term of appointment.

The notes on financial statements referred to in the Auditors Report are self-explanatory and do not call for any further comments and explanations. The Auditors' Report does not contain any qualification, reservation or adverse remark. No instance of fraud have been reported by the Statutory Auditors of the Company under Section 143(12) of the Act. The Auditor's Report is enclosed with the financial statements in this Annual Report.

Corporate Social Responsibility

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions are not applicable to Company.

Related Party Transactions

All transactions with related parties are placed before the Audit Committee for review and approval. Prior omnibus approval has obtained for transactions with related parties which are repetitive in nature.

All transactions entered into with related parties during the financial year under review were in ordinary course of Business and on arm's length basis. During the year under review, the Company has not entered

into any material related party transactions, as defined under the RPT policy of the Company. Accordingly, the disclosure in respect of contracts or arrangement with related parties, as required under Section 134(3) of the Act in Form AOC-2 is not applicable.

The policy on materiality of related party transactions and dealing with related party transactions ("RPT Policy") as approved by the Board is available on the website of the Company 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 Regulators or Courts or Tribunals which can have an impact on the going concern status and the Company's operations in future.

Conservation of Energy, Technology Absorption and Foreign Exchange earning and outgo

Information required under Section 134 (3)(m) of the Act 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').

Declaration by Chief Executive Officer

As per Regulation 34(3) read with Schedule V of the Listing Regulations, declaration stating that the members of board of Directors and senior management personnel have affirmed compliance with the code of conduct of board of Directors and senior management is enclosed as (Annexure T').

Deposits from Public

During the year under review, your Company neither accepted any deposits nor there were any amounts outstanding at the beginning of the year which were classified as 'Deposits' in terms of Section 73 of the Act read with the Companies (Acceptance of Deposit) Rules, 2014 and hence, the requirement for furnishing of details of deposits which are not in compliance with the Chapter V of the Act is not applicable.

Disclosures under section 134(3)(l) of the Companies Act, 2013:

Except as disclosed elsewhere in this report, no material changes and commitments which could affect the Company's financial position, have occurred between the end of the financial year of the Company and date of this report.

Particulars of Loans, Guarantees or Investments under section 186 of the Companies Act, 2013

Details of loans, Guarantees and Investments covered under the provisions of Section 186 of the Act form part of the notes to the Financial Statements provided in this Annual Report.

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. We follow a gender-neutral approach in handling complaints of sexual harassment and we are compliant with law of the Land. We have also constituted an internal Committee to consider and address sexual harassment complaints in accordance with the Sexual Harassment of Women at Workplace (prevention, prohibition and Redressal) Act, 2013. All employees (Permanent, contractual, temporary and trainees) are covered under this policy.

During the year 2017-18, no complaints were received by the Company related to sexual harassment. Green Initiatives

Electronic copies of the Annual report 2017-18 of 36th Annual General Meeting are sent to all members whose email addresses are registered with the Company/depository participant(s). For members who have not registered their email addresses, physical copies are sent in the permitted mode.

Vigil Mechanism

The Company has established a vigil mechanism to provide a framework for promoting responsible and secure whistle blowing and to provide a channel to the employee(s), Directors and other stakeholders to report to the management, concerns about unethical behavior, actual or suspected fraud or violation the code of conduct or policy/ies of the Company, as adopted/framed from time to time.. The Policy on vigil mechanism and whistle blower policy may be accessed on the Company's website viz. http://www.theQalaxycorp.com/ Corporate Policies and Code.html

Detection of Fraud

No Fraud has been reported by the auditor's viz. statutory and internal auditors to the Audit Committee or the Board in terms of Section 143 (12) of the Act.

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	Sharad Rustagi
Place: Mumbai	(Director)	(Director)
Date: August 2, 2018	DIN: 00006583	DIN: 07232913

ANNEXURE 'A' TO THE BOARD'S REPORT

DETAILS PERTAINING TO REMUNERATION AS REQUIRED UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013, READ WITH RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014.

i. The Directors of the Company does not draw remuneration from the Company. Hence, the ratio of the remuneration of each Director to the median remuneration of the employees of the Company cannot be determined.

ii. The percentage increase in remuneration of Chief Financial Officer, Chief Executive Officer and Company Secretary of the Company during the financial year 2017-18, is as under:

The Chief Financial Officer, Chief Executive Officer and Company Secretary of the Company has been appointed w.e.f November 8,2018. Hence, percentage of increase in remuneration cannot be determined.

iii. The percentage increase in the median remuneration of employees in the financial year: N.A.* iv. There are 310 permanent employees on the rolls of Company as on March 31, 2018.

v. Average percentage increase/decrease made in the salaries of employees other than the managerial personnel in the last financial period i.e. 2016-17: N.A.*

vi. Percentage increase/ (decrease) in the managerial remuneration: N.A.

vii. Justification, including any exceptional circumstances, for increase in the managerial remuneration: N.A.

viii. The Company affirms that the remuneration is as per the Remuneration Policy of the Company.

* The percentage increase in median remuneration and average percentage increase/decrease in salary of employees cannot be determined for the period under the review because 292 employees out of 310 permanent employees were appointed during the year and hence the same cannot be determined.

DETAILS PERTAINING TO REMUNERATION 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) RULES, 2014.

i. There were no employees in the Company who were drawing a remuneration throughout the financial year 2017-18 as stipulated in Rule 5 (2) (i).

ii. There were no employees in the Company who were drawing a remuneration for the part of the financial year 2017-18 as stipulated in Rule 5 (2) (ii).

iii. The Directors of the Company does not draw remuneration from the Company and none of the employees directly or indirectly holds more than 2% of the equity shares of the Company.

For and behalf of the Board of Directors

Place: Mumbai	Suchita Rajput
Date: August 2, 2018	Company Secretary

ANNEXURE 'B' TO THE BOARD'S REPORT

EXTRACT OF ANNUAL RETURN as on the financial year ended March 31, 2018

[Pursuant to Section 92(3) of the Companies Act, 2013, and Rule 12(1) of the Companies (Management and Administration) Rules, 2014]

FORM NO. MGT - 9 I. Registration and other details

CIN	L51900MH1981PLC024988
Registration Date	13/08/1981
Name of the Company	Galaxy Entertainment Corporation Limited
Category / Sub-Category of the Company	Company having Share Capital
Address of the Registered Office and contact details.	Eyelet House, M.S. Patel Compound, Opp. Shah Industrial Estate, Saki-Vihar, Andheri (East), Mumbai - 400072 Tel. No: 022-61994412
Whether Listed Company	Yes
Name, address and contact details of Registrar and Transfer Agent, if any	TSR Darashaw Limited 6-10, Haji Moosa Patrawala Industrial Estate, 20, Dr. E. Moses Road, Mahalaxmi, Mumbai - 400 Oil. Tel No.: 022-66568484 Email Id: csa-unit@)tsrdarashaw.com

II.	Principal Activities of the Company
	All the Business Activities contributing 10% or more of the total turnover of the Company shall be stated:
	Name and Description of main NIC Code of the Product/ Service % to total turnover of the Products / Services Company
	Food & Beverages 107 93.44

III.	Particulars of Holding, Subsidiary and Associate Companies
	Name and address of the Company	Corporate Identify Number	Holding / Subsidiary/ Associate	% of Shares Held	Applicable Section
	NIL	NIL	NIL	NIL	NIL

IV. SHAREHOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity) i. Category-wise Shareholding -

Category of Shareholders	No. of Shares held at the beginning of the year				No. of Shares held at the end of the year				o/o Change during the year
	Demat	Physical	Total	% of Total Shares	Demat	Physical	Total	% of Total Shares
A. Promoters
1) Indian
a) Individual / HUF	50,000	-	50,000	0.32	50,000	-	50,000	0.20	-0.12
b) Central Govt.	-	-	-	-	-	-	-	-	-
c) State Govt(s)	-	-	-	-	-	-	-	-	-
d) Bodies Corporate	91,19,163	-	91,19,163	58.27	1,34,00,653	-	1,34,00,653	53.11	-5.16
e) Banks / FI	-	-	-	-	-	-	-	-	-
f) Any Other	~	~	~	~	~	~	~	~	-
Sub Total (A)(l)	91,69,163	-	91,69,163	58.59	1,34,50,653	-	1,34,50,653	53.31	-5.28

2) Foreign
a) NRI's- Individuals	-	-	-	-	-	-	-	-	-
b) Other -Individuals	-	-	-	-	-	-	-	-	-
c) Bodies Corporate	-	-	-	-	-	-	-	-	-
d) Banks / FI	-	-	-	-	-	-	-	-	-
e) Any Other	-	-	-	-	-	-	-	-	-
Sub Total (A)(2)	-	-	-	-	-	-	-	-	-
Total Shareholding of Promoters (A) = (A)(1) (A) (2)	91,69,163		91,69,163	58.59	1,34,50,653		1,34,50,653	53.31	-5.28
B. Public Shareholding
1) Institutions
a) Mutual Funds / UTI	-	-	-	-	-	-	-	-	-
b) Banks / FI	-	-	-	-	-	-	-	-	-
c) Central Govt.	-	-	-	-	-	-	-	-	-
d) State Govt(s)	-	-	-	-	-	-	-	-	-
e) Venture Capital Funds	-	-	-	-	-	-	-	-	-
f) Insurance Companies	-	-	-	-	-	-	-	-	-
g) FII's	-	-	-	-	-	-	-	-	-
h) Foreign Venture Capital Funds	-	-	-	-	-	-	-	-	-
i) Others (specify)
Foreign Portfolio Investors	-	-	-	-	-	-	-	-	-
Sub-Total (B) (1)	-	-	-	-	-	-	-	-	-
2) Non - Institutions
a) Bodies Corporate i. Indian	28,96,142	100	28,96,242	18.51	69,07,603	100	69,07,703	27.38	8.87
ii. Overseas	-	-	-	-	-	-	-	-	-
b) Individuals
i. Individual Shareholders holding nominal share capital upto ? 1 lakh	17,81,093	42,191	18,23,284	11.65	15,66,915	42,191	16,09,106	6.38	-5.27
ii. Individual Shareholders holding nominal share capital in excess of ? 1 lakh	15,44,422	18,000	15,62,422	9.98	31,17,863	18,000	31,35,863	12.43	2.45
c) Others (specify)
i. Non-Resident Indian (Repat)	43,650	-	43,650	0.28	30,284	-	30,284	0.12	-0.16
ii. Non-Resident Indian (Non-Repat)	69,867	-	69,867	0.45	58,680	-	58,680	0.23	-0.21
iii. Clearing Member	85,307	-	85,307	0.55	37,081	-	37,081	0.15	-0.40
iv. Directors & Relative	-	-	-	-	-	-	-	-	-
v. Trusts	-	-	-	-	-	-	-	-	-
Sub-Total (B) (2)	64,20,481	60,291	64,80,772	41.41	1,17,18,426	60,291	1,17,78,717	46.69	5.28
Total Public Shareholding (B)=(B)(1) (B)(2)	64,20,481	60,291	64,80,772	41.41	64,20,481	60,291	1,17,78,717	46.69	5.28
C. Shares held by Custodian for GDRs & ADRs	-	-	-	-	-	-	-	-	-
Grant Total (A B C)	1,55,89,644	60,291	1,56,49,935	100.00	2,51,69,079	60,291	*2,52,29,370	100.00	-

* During the F.Y. 2017-18, the Company had allotted 95,79,435 Equity shares of ? 10/- each at a premium of ? Ill- each fullypaid on preferential basis to Promoter group Company and/or Investors.

ii. Shareholding of Promoters

Name of Shareholder	Shareholding at the beginning of the year			Shareholding at the end of the year			% of change in Shareholding during the year
	Number of Shares	% of Total Shares of the Company	% of Shares Pledged / encumbered to total shares	Number of Shares	% of Total Shares of the Company	% of Shares Pledged / Encumbered to total shares
Future Enterprises Limited	49,37,935	31.55	Nil	49,37,935	19.57	Nil	-11.98
Central Departmental Stores Private Limited (#)	0	0	Nil	42,81,490	16.97	Nil	16.97
Bellona Hospitality Services Ltd.	36,86,491	23.56	Nil	36,86,491	14.61	Nil	-8.95
Ashbee Investments & Finance Pvt. Ltd.	3,50,000	2.24	Nil	3,50,000	1.39	Nil	-0.85
Senior Advisory Services Pvt. Ltd.	97,237	0.62	Nil	97,237	0.39	Nil	-0.24
Atul Ashok Ruia	50,000	0.32	Nil	50,000	0.20	Nil	-0.12
Ashok Apparels Pvt. Ltd.	47,500	0.30	Nil	47,500	0.19	Nil	-0.11
Total	91,69,163	58.59	Nil	1,34,50,653	53.31	Nil	-5.28

(#) 42,81,490 Equity Shares has been allotted to Central Departmental Stores Private Limited, Promoter Group Company on preferential allotment basis on January 2, 2018.

iii. Changes in Promoters Shareholding (Please specify, if there is no change)

	Shareholders Name	Shareholding at the beginning of the year 01.04.2017		Date	Increase/ Decrease in shareholding	Reason	Shareholding at the end of the year 31.03.2018
		No. of shares	% of total shares of the Company				No. of shares	% of total shares of the Company
1.	Future Enterprise Limited	49,37,935	31.55	02/01/2018	-11.98	Note	49,37,935	19.57
2.	Central Departmental Stores Private Limited			02/01/2018	16.97	Allotment of 42,81,490 Equity shares on preferential basis	42,81,490	16.97
3.	Bellona Hospitality Services Limited	36,86,491	23.56	02/01/2018	-8.95	Note	36,86,491	14.61
4.	Ashbee Investments & Finance Private Limited	3,50,000	2.24	02/01/2018	-0.85	Note	3,50,000	1.39
5.	Senior Advisory Services Private Limited	97,237	0.62	02/01/2018	-0.24	Note	97,237	0.38
6.	Atul Ashok Ruia	50,000	0.32	02/01/2018	-0.12	Note	50,000	0.20
7.	Ashok Apparels Private Limited	47,500	0.30	02/01/2018	-0.11	Note	47,500	0.19
	Total	91,69,163	58.59		-5.28		1,34,50,653	53.31

Note . Dilution of % of shareholding pursuant to allotment of Equity shares to Promoter group Company and/ or to Investors on January 2, 2018.

iv. Shareholding Pattern of Top Ten Shareholders (Other than Directors, Promoters and Holders of GDRs and ADRs)

For each of the Top 10 Shareholders	Shareholding at the beginning of the year		Shareholding at the end of the year
	No. of Shares	% of Total Shares of the Company	No. of Shares	% of Total Shares of the Company
1. Darshita Landed Property LLP	-	-	33,33,924	13.21
2. Eclipse Trades Private Ltd.	10,29,432	6.58	10,29,432	4.08
3. Vikas Kushal Pincha	-	-	9,82,011	3.89
4. Merlin Enclaves Private Ltd.	8,95,626	5.72	8,95,626	3.55
5. C Mackertich Private Limited	7,02,926	4.49	7,02,926	2.79
6. Osian Townships And Resorts Pvt Ltd	-	-	4,91,005	1.95
7. Aishwarya Vikas Pincha	-	-	4,91,005	1.95
8. Shivanand Shankar Mankekar	3,24,302	2.07	3,24,302	1.29
9. Coppola Holdings Private Ltd.	1,24,255	0.79	1,24,255	0.49
10. Kedar Shivanand Mankekar	1,04,600	0.67	1,04,600	0.41

v. Shareholding of Directors and Key Managerial Personnel

Each of the Directors and KMP	Shareholding at the beginning of the year.		Cumulative Shareholding during the year
	No. of Shares	% of Total Shares of the Company	No. of Shares	% of Total Shares of the Company
At the beginning of the year	-	-	-	-
Date wise Increase/Decrease in shareholding during the year specifying the reasons for increase/decrease (e.g. allotment/ transfer/ bonus/sweat equity etc):	-	-	-	-
At the end of the year	-	-	-	-

V. INDEBTEDNESS-

(? In Crores)

Indebtedness of the Company including interest outstanding/accrued but not due for payment
	Secured Loans excluding Deposits	Unsecured Loans	Deposits	Total Indebtedness
Indebtedness at the beginning of the financial year
i. Principal Amount	7.24	12.28	-	19.52
ii. Interest due but not paid	-	-	-	-
iii. Interest accrued but not due	-	-	-	-
Total (i ii iii)	7.24	12.28	-	19.52
Change in Indebtedness during the financial year
i. Addition	-	-	-	-
ii. Reduction	(4.01)	(11.15)	-	(15.16)
Net Change	3.23	1.13	_	4.36
Indebtedness at the end of the financial year
i. Principal Amount	2.17	1.13	1.44	4.74
ii. Interest due but not paid	-	-	-	-
iii. Interest accrued but not due	-	-	-	-
Total (i ii iii)	2.17	1.13	1.44	4.74

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

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

S.No	Particulars of Remuneration	Amt in Rs	Amt in Rs
1)	Gross Salary	-	-
	a) Salary as per provisions contained in Section 17(1) of the Income Tax Act, 1961 b) Value of perquisites under Section 17(2) Income Tax Act, 1961 c) Profits in lieu of salary under Section 17(3) Income Tax Act, 1961	-	-
2)	Stock Options	-	-
3)	Sweat Equity	-	-
4)	Commission - as % of profit - as others specify	-	-
5)	Others , Please specify	-	-
	Total A	-	-

B. Remuneration to other Directors:

(Amt in

C.	s. No	Particulars of Remuneration	Fee for attending board / committee Meetings	Commission	Others, please specify	Total Amount
	1.	Independent Directors 1. Rajneesh Agarwal 2. Udita Jhunjhunwala 3. Sharad Rustagi	1,50,000 1,65,000 1,55,000	-	-	1,50,000 1,65,000 1,55,000
		Total (1)	4,70,000	-	-	4,70,000
	2.	Other Non- Executive Directors 1. Sunil Biyani 2. Swapnil Kothari	30,000 1,55,000	-	-	30,000 1,55,000
		Total (2)	1,85,000	-	-	1,85,000
		Total (B) = (1 2)	6,55,000	-	-	6,55,000
		Total Managerial Remuneration
		Overall Ceiling as per the Act	Sitting fees is paid within the limit specified under the Companies Act, 2013.
	Remuneration to Key Managerial Personnel other than MD / Manager / WTD (Rs in lakhs)

Sr. No.	Particulars of Remuneration	Key Managerial Personnel
		Mayank Tandon	Tanuj Agarwal	Suchita Rajput
1.	Gross salary	25.41	6.37	2.69
	a. Salary as per provisions contained in Section 17(1) of the Income-tax Act, 1961
	b. Value of perquisites u/s 17(2) of the Income-tax Act, 1961	0.88	0.13	-
	c. Profits in lieu of salary under Section 17(3) of the Income-tax Act, 1961	-	-	-
2.	Stock Option	-	-	-
3.	Sweat Equity	-	-	-
4.	Commission as % of profit	-	-	-
5.	Others, Allowances	-	-	-
	Total	26.29	6.50	2.69

VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:

There were no penalties, punishment or compounding of offences during the year ended March 31, 2018.

ANNEXURE 'C TO THE BOARD'S REPORTS

FORM NO. MR. 3

SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED MARCH 31, 2018

[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule No. 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

To,

The Members

GALAXY ENTERTAINMENT CORPORATION LIMITED

CIN: L51900MH1981PLC024988

Eyelet House, M.S. Patel Compound, Opp. Shah Industrial Estate, Saki-Vihar, Andheri (E), Mumbai - 400 072.

I have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by GALAXY ENTERTAINMENT CORPORATION LIMITED (CIN: L51900MH1981PLC024988) (hereinafter called the "Company"). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon.

Based on my verification of the Company's books, legal papers, minutes books, forms and returns filed and other records maintained by the Company, and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, I hereby report that in my opinion, the Company has, during the audit period covering the financial year ended on March 31, 2018, complied with the statutory provisions listed hereunder and also that the Company has proper Board processes and compliance mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

1. I have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on March 31, 2018 and made available to me, according to the provisions of:

i. The Companies Act, 2013 ("the Act') and the rules made thereunder to the extent applicable; ii. The Securities Contracts (Regulation) Act, 1956 CSCRA') and the rules made thereunder; iii. The Depositories Act, 1996 and the Regulations and bye-laws framed thereunder;

iv. Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment and External Commercial Borrowings, as applicable;

v. The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 CSEBI Act'):

a. The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

b. The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;

c. The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009;

d. The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client.

e. The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

vi. The Management has identified and confirmed the following laws as specifically applicable to the Company i. Maharashtra Contract Labour (Regulation and Abolition) Rules, 1971, ii. Maharashtra Plastic Carry Bags (Manufacture and Usage) Rules, 2006, iii. Maharashtra State Tax on Professions, Trades, Callings And Employments Act, 1975,

iv. Environment (Protection) Act, 1986,

v. E-Waste (Management and Handling) Rules, 2011, Maharashtra Shops and Establishments Act, 1948,

vi. The Trade Marks Act, 1999,

vii. The Prevention of Food Adulteration Act, 1954,

viii. Food Safety and Standards Act, 2006 and Food Safety and Standards Act, 2011 and applicable general business laws, rules, regulations and guidelines.

2. Provisions of the following Regulations and Guidelines prescribed under the Securities and Exchange Board of India, 1992 CSEBI Act') were not applicable to the Company during the financial year under report:-

a. The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008;

b. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009;

c. The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998 requiring compliance thereof by the Company during the Audit period.

d. The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014.

3. I have also examined compliance with applicable clauses of Secretarial Standards including the amended Secretarial standards applicable with effect from 1st October, 2017 issued by the Institute of Company Secretaries of India under the provisions of the Act.

During the Financial year under report, the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards etc. mentioned above.

During the period under review the Company has complied with the provisions of the above mentioned Act, Rules, Regulations, Guidelines and Standards mentioned above subject to the following observation:

• The Company has complied with the provisions related to appointment of Key Managerial Personnel in terms of the provisions of Section 203 of the Act and Rules 8 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

• The Company has made preferential allotment of 95,79,435 Equity Shares of ? 10/- each fully paidup at a premium of Rs 11/- each & 9,88,744 Compulsorily Convertible Debentures (CCDs) of Rs 100/- each fully paidup having a tenure of 18 months.

We further report that

The Board of Directors of the Company is duly constituted with proper balance of Non-Executive Directors, Independent Directors and Woman Director. No composition of the Board of Directors took place during the financial year under report.

Adequate notice is given to all Directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance to all Directors and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

None of the members have communicated dissenting views, in the matters/agenda proposed from time to time for consideration of the Board and its Committee thereof, during the year under the report, hence were not required to be captured and recorded as part of the minutes.

I further report that there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines. As informed, the Company has responded appropriately to communication received from various statutory / regulatory authorities including initiating actions for corrective measures, wherever found necessary.

	For Nidhi Bajaj & Associates
	Company Secretaries
Date : July 30, 2018	Nidhi Bajaj
Place : Mumbai	Proprietor
	ACS- 28907
	COP-14596

ANNEXURE 'D' TO THE BOARD'S REPORT PRACTICING COMPANY SECRETARY'S CERTIFICATE ON CORPORATE GOVERNANCE

To

The Members of Galaxy Entertainment Corporation Limited

I have examined the compliance of conditions of corporate governance by Galaxy Entertainment Corporation Limited ("the Company"), for the financial year ended March 31, 2018, as prescribed in Regulation 17 to 27, 46 (2) (b) to (i) and para C, D, and E of Schedule V of Chapter IV of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the "Listing Regulations").

The compliance conditions carried out in accordance with the Guidance Note on Certification of Corporate Governance, issued by the Institute of Company Secretaries of India and was limited to a review of the procedures and implementation thereof, adopted by the Company for ensuring compliance with the conditions of the Corporate Governance as stipulated in the said Listing Regulations. It is neither an audit nor an expression of opinion on the financial statements of the Company.

In my opinion and to the best of my information and according to the explanations given to me and based on the representations made by the Directors and the Management, I certify that the Company has complied with the conditions of Corporate Governance as stipulated in the Listing Regulations.

I state that such compliance is neither an assurance as to future viability of the Company nor the efficiency or effectiveness with which the Management has conducted the affairs of the Company.

For Amit Samani & Co.

Company Secretaries

s/d

Amit Samani

Proprietor CP. NO: 7966 Place: Mumbai Date: August 2, 2018

ANNEXURE 'E' TO THE BOARD'S REPORT CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

[Section 134 (3) (m) of The Companies Act, 2013 read with Rule 8(3) of The Companies (Accounts) Rules, 2014] A. CONSERVATION OF ENERGY

a) Energy Conservation steps taken;

b) Steps taken by the Company for utilizing alternate sources of energy and

c) Capital investment on energy conservation equipment's.

Disclosure for (a) to (c): The Company's operations involve very low energy consumption. Wherever possible energy conservation measures have been implemented and there are no further areas where energy conservation measures can be taken. However, efforts to conserve and optimize the use of Energy through improved Operational methods and other means will continue.

The Company has no collaborations and is engaged in the manufacture of the products by its own developed methods/operations. The Company has setup a Business Intelligence Team whose emphasis is on product development, product quality, Cost reduction, energy conservation and improvement in process productivity.

B.

TECHNOLOGY ABSORPTION Research and Development (R & D):

Specific areas in which R&D is carried out by the Company:	Nil
Benefits derived as a result of the above R&D
Future Plan of Action
Expenditure on R & D a. Capital b. Recurring c. Total d. Total R&D expenditure as a percentage of total turnover	Nil

C.	Technology absorption, adaptation and innovation:
	Efforts in brief, made towards technology absorption, adaptation and innovation			Nil
	Benefit derived like product improvement, cost reduction, product development, import substitution etc.			Nil
	In case of Imported Technology (imported during the last 5 years reckoned from the beginning of the financial year), following information may be furnished: a) Technology Imported b) Year of Import c) Has technology been fully absorbed d) If not fully absorbed, areas where this has not taken place, reasons therefore and future plan of action			Nil
	FOREIGN EXCHANGE EARNINGS AND OUTGO		(Amount in ?)
		Current Year	Previous Year
	Foreign Exchange Earnings	-	-
	Foreign Exchange Outgo	-	-

ANNEXURE T' TO THE BOARD'S REPORTS DECLARATION BY CHIEF EXECUTIVE OFFICER

To

The Members Galaxy Entertainment Corporation Limited

Sub: Declaration regarding compliance with the Company's Code of Conduct for Directors and Employees

Ref: Regulation 34 (3) read with Part D of Schedule V to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

I, Mayan Tandon, Chief Executive Officer of Galaxy Entertainment Corporation Limited, hereby declare that all the members of the Board of Directors and Senior Management have affirmed compliances with the Code of Conduct for Directors and Employees of the Company.

	for Galaxy Entertainment Corporation Limited
	Sd/-
Place: Mumbai	Mayank Tandon
Date: August 2, 2018	Chief Executive Officer