DIRECTOR'S REPORT To The Members, Galore Prints Industries Limited, New Delhi Your Directors are pleased in presenting the 26th Annual Report together with the Audited Account of the Company for the financial year ended 31st March, 2014. MANAGEMENT DISCUSSION AND ANALYSIS REPORT As required by Clause 49 of the Listing Agreement with Stock Exchange, a detailed Management Discussion and Analysis Report is presented in a separate section forming part of the annual report. DIRECTORS As per provisions of the Companies Act, 2013, Mr. Rohit Babbar, Independent Director, is proposed to be reappointed at the ensuing AGM for a term of five years. Mr. Rajesh Kumar Rustagi, Director, retires by rotation at the ensuing AGM and being eligible offers himself for re-appointment. None of the Directors are disqualified under section 164 (2) of the Companies Act, 2013. DIVIDEND Due to accumulated losses of the previous years, your Directors are unable to recommend any dividend for the year under review. AUDITORS M/S. Prem P. Lamba & Co., Chartered Accountants, New Delhi, retires at the ensuing Annual General Meeting of the company and are eligible for reappointment. AUDIT REPORT & ACCOUNTS The comments on statement of accounts referred to in the report of the auditors are self-explanatory. PARTICULARS OF EMPLOYEES Particulars of employees required to be furnished under section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended in 2011 to this report are- NIL. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION In view of the nature of activities which are being carried on by the Company, the particulars as prescribed under Section 217(1)(e) of the Companies Act, 1956 read with Companies' (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 regarding Conservation of Energy And Technology Absorption are not applicable to the Company. FOREIGN EXCHANGE EARNINGS & OUTGO The Company mainly deals in domestic market and has NIL sales on account of exports, thereby resulting NIL foreign exchange earnings and outgo during the accounting Year 2013-14. DIRECTORS' RESPONSIBILITY STATEMENT Pursuant to the requirement of Section 217 (2AA) of the Companies Act, 1956 with respect to Directors Responsibility Statement, it is hereby confirmed. (i) That in the preparation of the annual accounts, the applicable accounting standards had been followed and there is no material departures from the same; (ii) That the Directors had selected such accounting policies and applied them consistently and made judgment and estimate that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2014 and of the loss of the Company for the year ended on that date. (iii) That proper and sufficient care has been taken 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. (iv) That the annual accounts have been prepared on a going concern basis. MATERIAL CHANGE There was no material change affecting the financial position of the Company between the date of Balance Sheet and the date of this Report. CORPORATE GOVERNANCE REPORT Your Company always places major thrust on managing its affairs with diligence, transparency, responsibility and accountability thereby upholding the important dictum that an organization's corporate governance philosophy is directly linked to high performance. The Company understands and respects its fiduciary role and responsibility towards its stakeholders and Society at large, and strives to serve their interests, resulting in creation of value and wealth for all stakeholders. The Compliance report on corporate governance and a certificate from M/s. Prem P Lamba & Co., New Delhi, Chartered Accountants, Statutory Auditors of the Company, regarding compliance of the conditions of corporate governance, as stipulated under clause 49 of the listing agreement with the stock exchanges, is attached herewith to this report. ACKNOWLEDGEMENT Your Directors wish to place on record their appreciation for and gratitude to the Company's Customers, Bankers, Shareholders, Dealers and Suppliers for their assistance and co-operation and who have helped the Company in its endeavor. Your Directors also wish to place on record their appreciation of the wholehearted and continued support extended by the shareholders and investors, which had always been a source of strength for the Company. On behalf of the Board of directors For Galore Prints Industries Limited Sd/- (Rajesh Kr. Rustagi) Chairman Date: 12/08/2014 Place : New Delhi |