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Gala Global Products Ltd.-இன் இயக்குநர் அறிக்கை

Mar 31, 2024

Your Directors have pleasure in presenting the 14^th Annual report of your Company along with the
audited financial statements, for the financial year ended March 31, 2024.

FINANCIAL RESULTS:

(Amount in Rs.)

Particulars	Standalone
Particulars	F.Y. 2023-24	F.Y. 2022-23
Revenue from operations	753,006,762	84,48,19,236
Other Income	10,782,795	22,78,284
Total Income	763,789,557	84,70,97,521
Operating expenditure before Finance cost, depreciation and amortization	75,36,71,921	82,77,86,635
Earnings before Finance cost, depreciation and amortization (EBITDA)	1,01,17,636	1,93,10,885
Less: Finance costs	97,03,871	1,61,54,293
Depreciation and amortization expense	18,26,591	23,77,087
Profit before tax	27,41,406	7,79,506
Less: Tax expense	6,43,196	4,90,688
Profit for the year (PAT)	20,98,210	2,88,818

YEAR AT A GLANCE:

FINANCIAL PERFORMANCE:

The total income of the Company for the year ended March 31, 2024 was 763,789,557/- as against
the total income of Rs. 84,70,97,521/- for the previous year ended March 31, 2023.

The Company has earned a Net Profit after Tax of Rs. 20,98,210/- for the year under review as
compared to Net Profit of Rs. 2,88,818 in the previous year.

DIVIDEND:

With a view to conserve the resources of company for future growth, the Board of Directors do not
recommend any Dividend for the Financial Year 2023-24.

Pursuant to the provisions of Sections 124 and 125 of the Act, there is no amount of Dividend
remaining unclaimed/unpaid for a period of 7 (seven) years and/or unclaimed Equity Shares which
are required to be transferred to the Investor Education and Protection Fund (IEPF).

TRANSFER TO THE RESERVES:

During the year under review this item is explained under the head "Reserve & surplus" forming part
of the Balance Sheet, as mentioned in the Note no. 12 of significant accounting policies and notes
forming part of the financial statements.

CHANGE IN NATURE OF BUSINESS:

During the financial year under review, there has been no change in the nature of business of the
Company.

SHARE CAPITAL:

AUTHORIZED CAPITAL:

The authorized share capital of the company at the end of the financial year is Rs.49,25,00,000/-
divided into 9,85,00,000 equity shares of Rs.5 each.

ISSUED, SUBSCRIBED & PAID-UP CAPITAL:

The present Issue, Subscribed & Paid-up Capital of the Company is Rs. 27,29,40,415/- divided into
5,45,88,083 equity shares of Rs. 5 each.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

CONSTITUTION OF BOARD:

The Constitution of the Board of Directors and other disclosure related to the Board of Directors are
given in the Report on Corporate Governance.

BOARD MEETING:

Regular meetings of the Board are held at least once in 120 days, inter-alia, to review the quarterly
results of the Company. Additional Board meetings are convened, as and when required, to discuss
and decide on various business policies, strategies and other businesses. The Board meetings are
generally held at registered office of the Company.

During the year under review, Board of Directors of the Company met 09 (Nine) times, viz May 5,
2023, May 16, 2023, July 8, 2023, July 10, 2023, September 11, 2023, September 14, 2023, October
13, 2023, January 9, 2024, February 12, 2024.The details of attendance of each Director at the Board
Meetings and Annual General Meeting are given in the Report on Corporate Governance.

INDEPENDENT DIRECTORS:

In terms of Section 149 of the Companies Act, 2013 and rules made there under and Listing
Regulations, the Company has three Non-Executive Independent Directors. In the opinion of the
Board of Directors, all three Independent Directors of the Company meet all the criteria mandated
by Section 149 of the Companies Act, 2013 and rules made there under and Listing Regulations and
they are Independent of Management.

A separate meeting of Independent Directors was held on March 15, 2024 to review the
performance of Non-Independent Directors and Board as whole and performance of Chairperson of
the Company including assessment of quality, quantity and timeliness of flow of information
between Company management and Board that is necessary for the board of directors to effectively
and reasonably perform their duties.

The terms and conditions of appointment of Independent Directors and Code for Independent
Director are incorporated on the website of the Company at www.galaglobalhub.com.

The Company has received a declaration from the Independent Directors of the Company under
Section 149(7) of Companies Act, 2013 and 16(1) (b) of Listing Regulations confirming that they meet
criteria of Independence as per relevant provisions of Companies Act, 2013 for financial year 2022Â¬
23. The Board of Directors of the Company has taken on record the said declarations and
confirmation as submitted by the Independent Directors after undertaking due assessment of the
veracity of the same. In the opinion of the Board, they fulfill the conditions for re-appointment as
Independent Directors and are independent of the Management.

Following Independent Directors have resigned during the year:

Sr. No.	Name	Designation	Date of Resignation
1	Mr. Vyomesh Vagneshbhai Vaishnav	Non - Executive - Independent Director	July 18, 2023

KEY MANAGERIAL PERSONNEL:

The Board of Directors has appointed Ms. Chhayaben Chandulal Mulani as Company Secretary and
Compliance officer of the Company (w.e.f. 9^th March, 2023) and she has resigned from the said post
as on July 1, 2024.

The Board of Directors has appointed Mrs. Vandana Arun Baldi as Company Secretary and
Compliance officer of the Company (w.e.f. September 18, 2024)

PERFORMANCE EVALUATION:

In terms of the requirement of the Act and the Listing Regulations, an annual performance
evaluation of the Board is undertaken where the Board formally assesses its own performance with
the aim to improve the effectiveness of the Board and the Committees. During the year under
review, the Board has carried out an annual evaluation of its own performance, performance of the

Directors, as well as the evaluation of the working of its committees. The exercise was led by the
Chairman of the NRC along with the Chairman of Board.

The NRC has defined the evaluation criteria, procedure and time schedule for the Performance
Evaluation process for the Board, its Committees and Directors. The criteria for Evaluation of Board,
Individual Directors and Committees are included in Report on Corporate Governance which is the
part of this report.

DIRECTORS'' 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 that:

a) In preparation of annual accounts for the year ended March 31, 2023, the applicable accounting
standards have been followed and that no material departures have been made from the same;

b) The Directors had 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 or loss of the
Company for that year;

c) The Directors had taken proper and sufficient care for the maintenance of adequate accounting
records in accordance with the provisions of the Companies Act, 2013, for safeguarding the
assets of the Company and for preventing and detecting fraud and other irregularities;

d) The Directors had prepared the annual accounts for the year ended March 31, 2023 on going
concern basis.

e) The Directors had laid down the internal financial controls to be followed by the Company and
that such Internal Financial Controls are adequate and were operating effectively; and

f) The Directors had devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.

COMMITTEES OF BOARD:

There are currently three Committees of the Board, as follows:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholder''s Relationship Committee

Details of all the Committees along with their composition and meetings held during the year are
provided in the "Report on Corporate Governance", a part of this Annual Report.

VIGIL MECHANISM:

The Company has established a vigil mechanism for directors and employees to report concerns
about unethical behavior, actual or suspected fraud or violation of the Company''s Code of Conduct
or ethic policy. The said mechanism also provides for adequate safeguards against victimization of
director(s)/Employee(s) who avail of the mechanism and also provide for direct access to the
Chairman of the Audit Committee in exceptional cases. The details of establishment of such
mechanism have been disclosed in the Board''s Report. Further, the Policy on Vigil Mechanism is
available on the website of the Company at www.galaglobalhub.com.

NOMINATION AND REMUNERATION POLICY:

Nomination and Remuneration Policy in the Company is designed to create a high-performance
culture. It enables the Company to attract motivated and retained manpower in competitive market,
and to harmonize the aspirations of human resources consistent with the goals of the Company. The
Company pays remuneration by way of salary to its Executive Directors and Key Managerial
Personnel.

The Nomination and Remuneration Policy, as adopted by the Board of Directors, is placed on the
website of the Company at www.galaglobalhub.com.

REMUNERATION OF DIRECTORS:

The details of remuneration/sitting fees paid during the financial year 2023-24 to Executive
Directors/Directors of the Company is provided in Form MGT-7 and Report on Corporate
Governance which are the part of this report.

PARTICULARS OF EMPLOYEES:

The statement containing particulars of employees 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 forms part of this Report as Annexure - A.

The statement containing employees in terms of remuneration drawn and the particulars of
employees as required under Section 197(12) of the Act read with Rule 5(2) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate
annexure forming part of this report. Further, the report and the accounts are being sent to
members excluding this annexure. In terms of Section 136 of the Act, the said annexure will be for
inspection. Any shareholder interested in obtaining a copy of the same may write to Company
Secretary.

INFORMATION ON SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANIES:

The Company have no any Subsidiary/Joint Ventures/Associate Companies. Hence provisions of
Section 129 (3) of the Companies Act, 2013, a statement containing salient features of the financial
statements of the subsidiary companies in Form AOC 1 is not required to be annexed to this Report.

PUBLIC DEPOSITS:

The Company has not accepted any deposits from Shareholders and Public falling within the ambit of
Section 73 of the Companies Act, 2013 and rules made there under. There were no deposits, which
were claimed and remained unpaid by the Company as on March 31, 2024.

PARTICULARS OF LOANS, GUARANTEES AND 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 Statement for the year ended on March
31, 2024.

ANNUAL RETURN:

The Extract of Annual Return of the company as on March 31, 2024 is available on the company''s
website and can be accessed at https://www.galaglobalhub.com/

TRANSACTIONS WITH RELATED PARTIES:

All Related Party Transactions are placed before the Audit Committee for review and approval. Prior
approval is obtained for Related Party Transactions on a quarterly basis for transactions which are of
repetitive nature and/or entered in the Ordinary Course of Business and are at Arm''s Length. All
Related Party Transactions are subjected to independent review by a reputed accounting firm to
establish compliance with the requirements of Related Party Transactions under the Companies Act,
2013, and Listing Regulations. There was no contracts, arrangements or transactions which was
executed not in ordinary course of business and/or at arm''s length basis. Further, there were no
related party transactions with the Company''s Promoters, Directors, Management or their relatives,
which could have had a potential conflict with the interests of the Company.

All related party transactions that were entered into during the financial year were on an arm''s
length basis and were in the ordinary course of business. There were materially significant related
party transactions i.e. transactions exceeding 10% of the annual consolidated turnover as per the
last audited financial statement 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 required which is attached
herewith Annexure I. The Board has formulated Policy on Related Party Transactions.

Members may refer to the notes to the accounts for details of related party transactions entered as
per Indian Accounting Standard - 24. The Board of Directors of the Company has, on the
recommendation of the Audit Committee, adopted a policy to regulate transactions Company and its
Related Parties, in compliance with the applicable provisions of the Companies Act 2013, the Rules
there under and the SEBI LODR Regulations.

In line with the requirements of the Companies Act, 2013 and the Listing Regulations, your Company
has formulated a Policy on Related Party Transactions. The Policy on Materiality of and dealing with
Related Party Transactions as approved by the Board is uploaded on the Company''s website
www.galaglobalhub.com. The Policy intends to ensure that proper reporting, approval and
disclosure processes are in place for all transactions between the Company and Related Parties.

INTERNAL FINANCIAL CONTROL (IFC) SYSTEMS AND THEIR ADEQUACY:

Though the various risks associated with the business cannot be eliminated completely, all efforts
are made to minimize the impact of such risks on the operations of the Company. Necessary internal
control systems are also put in place by the Company on various activities across the board to ensure
that business operations are directed towards attaining the stated organizational objectives with
optimum utilization of the resources. Apart from these internal control procedures, a well-defined
and established system of internal audit is in operation to independently review and strengthen
these control measures, which is carried out by a reputed firm of Chartered Accountants. The audit
is based on an internal audit plan, which is reviewed each year in consultation with the statutory
auditor of the Company and the audit committee. The conduct of internal audit is oriented towards
the review of internal controls and risks in its operations.

M/s. H K Shah & Company, Chartered Accountants (FRN: 109583W), the statutory auditors of the
Company have audited the financial statements included in this annual report and has issued a
report annexed to the Audit Report of the Company on our internal control over financial reporting
(as defined in section 143 of Companies Act, 2013).

The audit committee reviews reports submitted by the management and audit reports submitted by
internal auditors and statutory auditor. Suggestions for improvement are considered and the audit
committee follows up on corrective action. The audit committee also meets the statutory auditors of
the Company to ascertain, inter alia, their views on the adequacy of internal control systems and
keeps the board of directors informed of its major- observations periodically. Based on its evaluation
(as defined in section 177 of Companies Act 2013), our audit committee has concluded that, as of
31^stMarch, 2024, our internal financial controls were adequate and operating effectively.

MATERIAL CHANGES AND COMMITMENT:

There are no material changes and commitments, affecting the financial position of the Company,
have occurred between the ends of financial year of the Company i.e. 31^st March, 2024 to the date of
this Report.

SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:

To foster a positive workplace environment, free from harassment of any nature, we have
institutionalized the Anti-Sexual Harassment Initiative (ASHI) framework, through which we address
complaints of sexual harassment at the all workplaces of the Company. Our policy assures discretion
and guarantees non-retaliation to complainants. We follow a gender-neutral approach in handling
complaints of sexual harassment and we are compliant with the law of the land where we operate.
The Company has setup an Internal Complaints Committee (ICC) for redressal of Complaints.

During the financial year 2023-2024, the Company has received nil complaints on sexual harassment.

CORPORATE SOCIAL RESPONSIBILITY:

Pursuant to Section 135 of Companies Act, 2013, the Company does not require to constitute
Corporate Social Responsibility Committee ("the CSR Committee").

RISK MANAGEMENT:

Business risk evaluation and management is an ongoing process within the Company. During the
year under review, the Management reviewed the risk management and minimization procedure
adopted by the Company covering the business operations of the Company.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND
OUTGO:

A. Conservation of energy -

i. ) The steps taken or impact on conservation of energy: Company ensures that the operations are

conducted in the manner whereby optimum utilization and maximum possible savings of energy
is achieved.

ii. ) The steps taken by the Company for utilizing alternate sources of energy: No alternate source

has been adopted.

iii. ) The capital investment on energy conservation equipment: No specific investment has been

made in reduction in energy consumption.

B. Technology absorption -

i. ) The effort made towards technology absorption: Not Applicable.

ii. ) The benefit derived like product improvement, cost reduction, product development or import

substitution: Not Applicable

iii. ) in case of imported technology (imported during the last three years reckoned from the

beginning of the financial year) -

a. The details of technology imported: Nil.

b. The year of import: Not Applicable.

c. Whether the technology has been fully absorbed: Not Applicable.

d. If not fully absorbed, areas where absorption has not taken place, and the reasons thereof:

Not Applicable.

iv. ) The expenditure incurred on Research and Development: Nil

C. Foreign Exchange Earnings & Expenditure:

i. ) Details of Foreign Exchange Earnings: Nil

ii. ) Details of Foreign Exchange Expenditure: Nil

INTERNAL AUDIT & CONTROL:

Your Company is in process to appoint a suitable and qualified person as its Internal Auditor. As
company needs an internal Auditor who will take care of the internal audit and controls, systems
and processes in the Company. Meanwhile your Company has in place adequate internal financial
controls with reference to the Financial Statements commensurate with the size, scale and
complexity of its operations.

REPORTING OF FRAUD:

The Auditors of the Company have not reported any fraud as specified under Section 143(12) of the
Companies Act, 2013.

CORPORATE GOVERNANCE:

Your Company strives to incorporate the appropriate standards for corporate governance. As
stipulated in Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015, Report on Corporate Governance and Certificate of the Practicing Company Secretary with
regards to compliance with the conditions of Corporate Governance is annexed to the Board''s
Report as Annexure - B and Annexure - H.

STATUTORY AUDITOR AND THEIR REPORT:

The Company has appointed M/s. H K Shah & Co. (FRN: 109583W), Chartered Accountants,
Ahmedabad as a Statutory Auditors of the Company for a term of five years. (W.e.f. 30^th July, 2022).

The Report given by the Auditors on the financial statement of the Company is part of this Annual
Report. The Auditors have given Qualified Opinion in their Report. Replies to the observations by
the Statutory Auditors in their Report are given by way of an addendum to this Report as Annexure-
C.

MAINTENANCE OF COST RECORD:

Since the company is not falling under prescribed class of Companies, our Company is not required
to maintain cost record.

SECRETARIAL AUDITOR AND THEIR REPORT:

The Company has appointed M/s. Deepti & Associates, Practicing Company Secretary, to conduct
the secretarial audit of the Company for the financial year 2023-24, as required under Section 204 of
the Companies Act, 2013 and Rules there under. The Secretarial Audit Report for the financial year
2023-24 is annexed to this report as an Annexure - D.

COMPLIANCE WITH THE PROVISIONS OF SECRETARIAL STANDARD 1 AND SECRETARIAL STANDARD
2:

The applicable Secretarial Standards, i.e., SS-1 and SS-2, relating to ''Meetings of the Board of
Directors'' and ''General Meetings'', respectively, have been duly complied by your Company.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report for the year under review, as stipulated under Schedule
V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is presented in a
separate section forming part of this Annual Report.

GENERAL DISCLOSURE:

Your Directors state that the Company has made disclosures in this report for the items prescribed in
section 134 (3) of the Act and Rule 8 of The Companies (Accounts) Rules, 2014 and other applicable
provisions of the act and listing regulations, to the extent the transactions took place on those items
during the year. Your directors further state that no disclosure or reporting is required in respect of
the following items as there were no transactions on these items during the year under review or
they are not applicable to the Company;

(i) Details relating to deposits covered under Chapter V of the Act;

(ii) Issue of Equity Shares with differential rights as to dividend, voting or otherwise;

(iii) Issue of shares (including sweat equity shares) to employees of the Company under any scheme
save and ESOS;

(iv) There is no revision in the Board Report or Financial Statement;

(v) No significant or material orders were passed by the Regulators or Courts or Tribunals which
impact the going concern status and Company''s operations in future;

APPRECIATIONS AND ACKNOWLEDGEMENT:

Your director''s wish to place on record their sincere appreciation for significant contributions made
by the employees at all levels through their dedication, hard work and commitment during the year
under review.

The Board places on record its appreciation for the support and co-operation your Company has
been receiving from its suppliers, distributors, retailers, business partners and others associated with
it as its trading partners. Your Company looks upon them as partners in its progress and has shared
with them the rewards of growth. It will be your Company''s Endeavour to build and nurture strong
links with the trade based on mutuality of benefits, respect for and co-operation with each other,
consistent with consumer interests.

Your directors also take this opportunity to thank all Shareholders, Clients, Vendors, Banks,
Government and Regulatory Authorities and Stock Exchanges, for their continued support.

Registered office: For and on behalf of Board of Directors

B-1, laxmi com. Co.op. Estate, GALA GLOBAL PRODUCTS LIMITED

b/h old navneet CIN:L29109GJ2010PLC063243

press,sukhramnagar

ahmedabad gj 380021

Sd/- Sd/-

Date: 06/09/2024 Prahlad Agarwal Alpa Pandya

Place: Ahmedabad Managing Director Director

DIN:09851691 DIN:07013011

Mar 31, 2018

Dear Members,

The directors are pleased to present the 8^th Annual Report along with the Audited Financial Statements of your company for the financial year ended on 31^st March, 2018.

1) FINANCIAL PERFORMANCE SUMMARY:

The summarised financial highlight is depicted below:

Financial Results
Particulars	Year ended 31-03-2018	Year ended 31-03-2017
Total Revenue	83,59,06,981	61,60,50,114
Profit (Loss) before tax	3,53,62,604	85,25,976
Less: Tax Expenses	1,04,77,000	22,63,755
Current Tax	-	-
MAT Credit		4,07,081
Deferred Tax	(9,28,751)
Net Profit (Loss) After tax	2,58,14,355	58,55,140

2) PERFORMANCE:

The company has booked profit of Rs. 2,58,14,355 which is increased by around 4.40 times as compared to last year.

The EPS was recorded at 0.49, which was higher compared to that of last year.

3) SHARE CAPITAL

At present, the Company has only one class of share - Equity shares of par value Rs. 10 each. The authorized share capital of the company at the end of the Financial year is Rs. 26,50,00,000/- divided into 2,65,00,000 equity shares of Rs. 10 each. The paid up share capital of the company is Rs. 25,99,43,250/- divided into 2,59,94,325 equity shares of Rs. 10 each.

During the year under review, the Company has issued 2,00,00,000 no of shares as a consideration to the shareholders of Gala products Ltd. as per NCLT order dated 17.05.2017 for Amalgamation of Gala print City Ltd. and Gala products Ltd. Further, 12,37,825 shares have been issued as bonus shares as on 14.11.2017 to existing shareholders of the company in the ration of 1:20. Company has not issued shares with differential voting rights nor granted stock options nor sweat equity.

4) DIVIDEND

In view of Conserving Resources, your Directors do not recommend any Dividend on equity shares for the year ended 31st March, 2018.

5) RESERVES

The Board proposes to transfer current year profit of Rs.2,58,14,355 to Reserve A/C for the Financial Year ended on 31^st March, 2018.

6) DEPOSITS

The Company has not accepted any deposits within the meaning of Section 73 of the companies Act, 2013 and under the Companies (Acceptance of Deposit) Rules, 2014 during the year under review.

7) ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE

In accordance with the provisions of Clause (m) of Sub Section (3) of Section 134 the Companies Act, 2013 read with Companies (Accounts) Rules, 2014, the relevant information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo is given in ANNEXURE - 1 and forms part of this report.

8) MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There were no such other material changes occurred subsequent to the close of the financial year of the Company to which the balance sheet relates and the date of the report which can affect the financial position of the Company.

9) DETAILS OF SIGNIFICANT AND MATERIAL ORDERS

With reference to company application no. 372/2016 and company petition no.525/2016 of Gujarat High Court and T.P. No.39/NCLT/AHM/2017 Honâble National Company Law Tribunal, Ahmedabad Bench has passed final Order on 17.05.2017 approving scheme of Amalgamation of Gala Products Limited with Gala Print City Limited with effective date from 01.04.2016.

As a result all assets and liabilities of Transferee Company i.e. Gala Products Limited are transferred to Gala Print City Limited and shareholders of Gala Products Limited have been allotted 2 shares of Gala Print City Limited against 1 share held in Gala Products Limited.

No such Orders have been passed by the Regulators/Court or Tribunals which can impact the going concern status and Companyâs operation in future.

10) DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES

The Company has no any Subsidiary/Joint Ventures/Associate Companies. Hence, details relating to Subsidiary/Joint Ventures/Associate Companies are not provided for.

11) PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY THE COMPANY

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

12) EXTRACTS OF ANNUAL RETURN

An extract of Annual Return in Form MGT_9 is attached herewith. (ANNEXURE-2)

13) PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All related party transactions that were entered into during the financial year were on an armâs length basis and were in the ordinary course of business. There are no materially significant related party transactions 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 formulated Policy on Related Party Transactions.

14) DIRECTORATE AND KEY MANAGERIAL PERSONNEL:

The Board of Directors of your company has various executive and non-executive directors including Independent Directors who have wide experience in different disciplines of corporate functioning.

During the year Mr. Mihir shah and Mrs. Pragnaben shah were appointed as Non Executive Independent Director of the Board with effect from 12^th June,2017 and Mrs. Alpa Pandya resigned from the post of Director and CFO with effect from 09^th January,2018. The board takes on record the the assistance and guidance provided by Mrs. Alpa Pandya during her tenure as Director and CFO of the Company.

Further, Ms. Khyati Shah has resigned from the post of Company Secretary and Compliance officer of the company as on 08^th May,2017and Ms. Neelam Gurbaxani (ACS No.46682)have been appointed as Company Secretary and Compliance office of the company with effect from 12^th June,2017.

In accordance with the provisions of Section 152 of the Companies Act, 2013 and Articles of Association of the Company, Mr. Vishal Mulchandbhai Gala (DIN:00692090) retires by rotation at the ensuing Annual General Meeting and offers himself for re-appointment as Director of the Company.

There were no other changes in the constitution of Board of Directors during the year.

Remuneration to Key Managerial Personnel, Senior Management and other employees involve a balance between fixed and incentive pay reflecting short and long term performance objectives of the employees in line with the working of the Company and its goals.

The brief particular of all directors, for which approval of member for their appointment or reappointment is sought, is furnished with the notice.

15) EVALUATION OF BOARD, COMMITTEES AND DIRECTORS

Pursuant to the provisions of Listing Regulation and Companies Act, 2013, the Board had carried out performance evaluation of its own, the Board Committees and of the Independent directors. Further as required under Regulation 25(3) of Independent Directors at a separate meeting held on 14^th March, 2018, evaluated performance of the Non-Independent Directors, Board as a whole and of the Chairman of the Board. The manner in which the evaluation has been carried out has been detailed in the Corporate Governance Report.

16) POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS

The Board has on the recommendation of the Nomination & Remuneration Committee, formulated criteria for Determining, Qualifications, Positive Attributes and Independence of a Director and also a Policy for remuneration of Directors, Key managerial Personnel and senior management. The details of criteria laid down and the Remuneration Policy are given in the Corporate Governance Report.

17) VIGIL MECHANISM AND WHISTLE BLOWER POLICY

In accordance with Section 177 of the Companies Act, 2013 and Listing Regulation, the Company has constituted a Whistle Blower Policy/ Vigil Mechanism to establish a vigil mechanism for the directors and employees to report genuine concerns in such manner as may be prescribed and to report to the management instances of unethical behaviour, actual or suspected fraud or violation of the Companyâs code of conduct. The detail of the Whistle Blower Policy is explained in the Corporate Governance Report.

18) MANAGERIAL REMUNERATION

Details of remuneration paid / payable to the Directors for Financial Year 2017-2018 is disclosed in Extracts to Annual Return i.e. Annexure 2 of the Boardâs Report

The statement containing particulars of employees 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 forms part of this Report as Annexure - 3.

19) INDEPENDENT DIRECTORSâ MEETING

Independent Directors of the Company had met during the year under the view details of which are given in the Corporate Governance Report.

20) COMMITTEES OF THE BOARD

During the year, in accordance with the Companies Act, 2013, the Board has re-constituted its Committees with changes in the board members.

There are currently three Committees of the Board, as follows:

1. Audit Committee

2. Stakeholdersâ Relationship Committee

3. Nomination and Remuneration Committee

Details of all the Committees along with their composition and meetings held during the year are provided in the âReport on Corporate Governanceâ, a part of this Annual Report.

21) AUDITORS

A. STATUTORY AUDITORS

In place of M/s. PP Shah & Co. Chartered Accountants, Ahmedabad who hold office until the conclusion of the ensuing Annual General Meeting, it is recommended to appoint M/s Shah Karia & Associates, are recommended for appointment to audit the accounts of the Company for the financial year 2018-2019. The Company has obtained a written confirmation under section 139 of the Companies Act, 2013 from M/s. Shah Karia & Associates (FRN:131546W),that their appointment, if made, would be in conformity with the limits specified under the said section. You are requested to appoint the Auditors and fix their remuneration.

The Report given by the Auditors on the financial statements of the Company is part of the Annual Report. The notes to the accounts referred to in the Auditorsâ Report are self-explanatory and therefore do not call for any further comments.

There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report except following:

a. Details of Audit Qualification:

The management have adopted policy of amortizing Intangible Assets from the next financial year, resulting into departures from complying with requirements of applicable accounting standards. Such policy adoption has an effect of overstatement of profit of Financial Year 2017-18.

b. Type of Audit Qualification: Qualified Opinion

c. For Audit Qualification(s) where the impact is quantified by the auditor, Managementâs Views:

The Company has adopted Policy of reviewing the intangible in the year of recognition for possible returns. In case of the returns are not sustainable the intangible assets could be written off with in a period of 2-3 years. Moreover, if sustainable the same would be written off as provided under the applicable standard. Since the Company is required to adopt Ind-As compulsory with effect from 01st April 2018 and it has specifically defined in these forthcoming standards that any such Intangible Assets needs to be reviewed at each balance sheet date for any impairment (if any) whereas existing accounting standards require to amortize such intangibles compulsory within maximum of 5/10 years. Further the management foresee that there would not be any impairment requirement comparing to its carrying value as on 31 march 2018 (even in near future as well) and hence no amortization of intangible asset has been made in the period under report.

B. SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Sachin Thakkar & Associates, Practicing Company Secretaries, Ahmedabad to undertake the Secretarial Audit of the Company for the financial year 2018-19. The Secretarial Audit Report for F.Y.2017-18 is annexed herewith as Annexure 4.

There is no qualification, reservation or adverse remark in the report except non compliance with Regulation95(1) of SEBI (Issue of Capital and Disclosure requirements)Regulations,2009 regarding Completion of Bonus Issue within time frame.

The delay was inadvertently and on receipt of notice from BSE charging penalty for the same, company has duly paid the penalty amount as directed by BSE on 15^th May,2018.

C. INTERNAL AUDITOR

Pursuant to section 138of the Companies Act, 2013 read with rule 13 of the Companies (Accounts) Rules, 2014 the company has appointed M/s Nehal Shah& Co.(FRN:133808W),Chartered accountants, as internal auditor of the company for the financial year 2018-19 to undertake internal financial control and audit of the company.

22) INTERNAL CONTROL SYSTEM AND COMPLIANCE FRAMEWORK

The Company has put in place strong internal control systems and best in class processes commensurate with its size, scale and complexity of operations. The internal financial controls are adequate and are operating effectively so as to ensure orderly and efficient conduct of business operations. The Audit Committee has formulated the scope, functioning, periodicity and methodology for conducting the internal audit. The committee carry out audit, covering inter alia, monitoring and evaluating the efficiency & adequacy of internal control systems in the Company, its compliance with operating systems, accounting procedures and policies at all locations and submit their periodical internal audit reports to the Audit Committee. Based on the audit report and review by the Audit committee, process owners undertake necessary actions in their respective areas. The Board has also put in place requisite legal compliance framework to ensure compliance of all the applicable laws and that such systems are adequate and operating effectively.

23) PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

As per the requirement of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (âActâ) and Rules made there under, your Company has assigned the responsibilities to Audit Committee.

During the year, no complaint with allegations of sexual harassment was filed with the Company.

24) PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Companyâs shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code. All Board Directors and the designated employees have confirmed compliance with the Code.

25) CORPORATE GOVERNANCE

As required by the existing Regulation 34 (3) of the Listing Regulation, a detailed report on Corporate Governance is given as a part of the Annual Report. The Company is in full compliance with the requirements and disclosures that have to be made in this regard. The Auditorsâ Certificate of the compliance with Corporate Governance requirements by the Company is attached to the Report on Corporate Governance. Report on Corporate Governance is given elsewhere in this Annual Report.

26) CORPORATE GOVERNANCE CERTIFICATE

The Compliance certificate from the auditors regarding compliance of conditions of Corporate Governance as stipulated Listing Regulation is appended to the report on Corporate Governance.

27) GENERAL SHAREHOLDER INFORMATION

General Shareholder Information is given in Report on Corporate Governance forming part of the Annual Report.

28) DIRECTORSâ RESPONSIBILITY STATEMENT

In accordance with the provisions of clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, Your Directors state thatâ

(a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) The directors had 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 31-03-2018 and of the profit and loss of the company for that period;

(c) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) The directors had prepared the annual accounts on a going concern basis; and

(e) The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

f) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

29) ACKNOWLEDGEMENT

Your Directors take this opportunity to express their gratitude for the co-operation and support from its customers, vendors, bankers and business associates and look forward to their continued support.

The Directors are also grateful to the shareholders for the confidence reposed in the Company. Your Directors also wish to place on record their sincere appreciation of the valuable contribution and efforts made by all the employees to achieve in these trying times.

Place :Ahmedabad

Date : 21/08/2018 For and on behalf of the Board

Sd/-

(Vishal M. Gala)

Chairman

Mar 31, 2017

Dear Members,

The Directors takes pleasure in presenting the 7^th Annual Report on the business and operations of the company together with the Audited Financial Statements for the financial year ended on 31^st March, 2017.

1) FINANCIAL SUMMARY/HIGHLIGHTS OF PERFORMANCE OF THE COMPANY:

Financial Results (Rupees in Lacs)
Particulars	Year ended 31-03-2017		Year ended 31-03-2016
Total Revenue	6160.50		2169.26
Profit (Loss) before tax	85.26		19.37
Less: Tax Expenses Current Tax MAT Credit Deferred Tax		(22.64) (4.07)	(4.20) - (1.91)
Net Profit (Loss) After tax	58.55		13.26

2) PERFORMANCE:

The company has booked profit of Rs. 58.55 lacs which is increased by 341.55% as compared to last year because of the effect of merger of Gala Products Limited into Gala Print City Limited.

The EPS was recorded at 0.41, which was higher compared to that of last year.

3) SHARE CAPITAL

At present, the Company has only one class of share - Equity shares of par value Rs. 10 each. The authorized share capital of the company is Rs. 26,50,00,000/- divided into 2,65,00,000 equity shares of Rs. 10 each. The paid up share capital of the company is Rs. 14,75,65,000 /- divided into 1,47,56,500 equity shares of Rs. 10 each.

During the year under review, the Company has not issued shares with differential voting rights nor granted stock options nor sweat equity.

4) DIVIDEND

In view of Conserving Resources, your Directors do not recommend any Dividend on equity shares for the year ended 31st March, 2017.

5) RESERVES

The Board proposes to transfer current year profit of Rs. 58.55 Lacs to General Reserve A/C for the Financial Year ended on 31^st March, 2017.

6) DEPOSITS

The Company has not accepted any deposits within the meaning of Section 73 of the companies Act, 2013 and under the Companies (Acceptance of Deposit) Rules, 2014 during the year under review.

7) FUTURE OUTLOOK

The company look forward to diversify its product base and emphasizing focus on paper waste being the major raw material required by paper manufacturers.

8) ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE

9) MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

With reference to company application no. 372/2016 and company petition no.525/2016 of Gujarat High Court and T.P. No.39/NCLT/AHM/2017 Hon''ble National Company Law Tribunal, Ahmedabad Bench has passed final Order on 17.05.2017 approving scheme of Amalgamation of Gala Products Limited with Gala Print City Limited with effective date from 01.04.2016.

As a result all assets and liabilities of Transferee Company i.e. Gala Products Limited will be transferred to Gala Print City Limited and shareholders of Gala Products Limited shall be allotted 2 shares of Gala Print City Limited against 1 share held in Gala Products Limited. The company has initiated the process to comply with the said Order.

10) DETAILS OF SIGNIFICANT AND MATERIAL ORDERS

No such Orders have been passed by the Regulators/Court or Tribunals which can impact the going concern status and Company''s operation in future.

11) DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES

The Company has no any Subsidiary/Joint Ventures/Associate Companies. Hence, details relating to Subsidiary/Joint Ventures/Associate Companies are not provided for.

12) PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY THE COMPANY

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

13) EXTRACTS OF ANNUAL RETURN

An extract of Annual Return in Form MGT_9 is attached herewith.(ANNEXURE-2)

14) PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All related party transactions that were entered into during the financial year were on an arm''s length basis and were in the ordinary course of business. There are no materially significant related party transactions 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 formulated Policy on Related Party Transactions.

15) DIRECTORATE AND KEY MANAGERIAL PERSONNEL:

The Board of Directors of your company has various executive and non-executive directors including Independent Directors who have wide experience in different disciplines of corporate functioning.

In accordance with the provisions of Section 152 of the Companies Act, 2013 and Articles of Association of the Company, Mr.Anuj Shah (DIN:07349001) retires by rotation at the ensuing Annual General Meeting does not offers himself for reappointment.

There were no other changes in the constitution of Board of Directors during the year.

Remuneration to Key Managerial Personnel, Senior Management and other employees will involve a balance between fixed and incentive pay reflecting short and long term performance objectives of the employees in line with the working of the Company and its goals.

The brief particular of all directors, for which approval of member for their appointment or reappointment is sought, is furnished with the notice.

16) EVALUATION OF BOARD, COMMITTEES AND DIRECTORS

Pursuant to the provisions of the Listing Regulation and Companies Act, 2013, the Board had carried out performance evaluation of its own, the Board Committees and of the Independent directors. Independent Directors at a separate meeting evaluated performance of the Non-Independent Directors, Board as a whole and of the Chairman of the Board. The manner in which the evaluation has been carried out has been detailed in the Corporate Governance Report.

17) POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS

18) VIGIL MECHANISM AND WHISTLE BLOWER POLICY

The detail of the Whistle Blower Policy is explained in the Corporate Governance Report.

19) MANAGERIAL REMUNERATION

Details of remuneration paid / payable to the Directors for Financial Year 2016-2017 is disclosed in Extracts to Annual Return i.e. Annexure 2 of the Board''s Report

The statement containing particulars of employees 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 forms part of this Report as Annexure - 3.

20) INDEPENDENT DIRECTORS'' MEETING

Independent Directors of the Company had met during the year under the view details of which are given in the Corporate Governance Report.

21) COMMITTEES OF THE BOARD

During the year, in accordance with the Companies Act, 2013, the Board has not re-constituted its Committees.

There are currently four Committees of the Board, as follows:

1. Audit Committee

2. Stakeholders'' Relationship Committee

3. Nomination and Remuneration Committee

Details of all the Committees along with their composition and meetings held during the year are provided in the âReport on Corporate Governanceâ, a part of this Annual Report.

22) AUDITORS

A. STATUTORY AUDITORS

M/s. PP Shah & Co. Chartered Accountants, Ahmedabad who hold office until the conclusion of the ensuing Annual General Meeting are recommended for re-appointment to audit the accounts of the Company for the financial year 20172018. The Company has obtained a written confirmation under section 139 of the Companies Act, 2013 from M/s. PP Shah & Co. that their appointment, if made, would be in conformity with the limits specified under the said section. You are requested to appoint the Auditors and fix their remuneration.

The notes to the accounts referred to in the Auditors'' Report are self-explanatory and therefore do not call for any further comments.

M/s. PP Shah & Co. Chartered Accountants, Ahmedabad (FRN:131378W) were appointed as Statutory Auditors of your Company at the previous Annual General Meeting held on 30^th September , 2016 for a term expiring on upcoming annual general meeting. As per the provisions of Section 139 of the Companies Act, 2013, the appointment of Auditors is required to be done by Members at ensuing Annual General Meeting.

The Company has obtained a written confirmation under section 139 of the Companies Act, 2013 from M/s.PP Shah & Co, Chartered Accountants, Ahmedabad that their appointment, if made, would be in conformity with the limits specified under the Act.

It is proposed to confirm the appointment M/s. PP Shah & Co, Chartered Accountants, Ahmedabad to audit the accounts of the Company for the financial year 2017-2018.

The Report given by the Auditors on the financial statements of the Company is part of the Annual Report. The notes to the accounts referred to in the Auditors'' Report are self-explanatory and therefore do not call for any further comments.

There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report.

B. SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Sachin Thakkar & Associates, Practicing Company Secretaries, Ahmedabad to undertake the Secretarial Audit of the Company for the financial year 2016-17. The Secretarial Audit Report is annexed herewith as Annexure 4.

There is no qualification, reservation or adverse remark in the report.

C. INTERNAL AUDITOR

Pursuant to section 138of the Companies Act, 2013 read with rule 13 of the Companies (Accounts) Rules, 2014 the company has appointed M/s N. P. Patwa and Co., Chartered accountants, as internal auditor of the company for the financial year 2016-17 to undertake internal financial control and audit of the company.

23) INTERNAL CONTROL SYSTEM AND COMPLIANCE FRAMEWORK

The Company has an Internal Control System, commensurate with size, scale and complexity of its operations. The internal financial controls are adequate and are operating effectively so as to ensure orderly and efficient conduct of business operations. The Audit Committee formulates the scope, functioning, periodicity and methodology for conducting the internal audit. The committee carry out audit, covering inter alia, monitoring and evaluating the efficiency & adequacy of internal control systems in the Company, its compliance with operating systems, accounting procedures and policies at all locations and submit their periodical internal audit reports to the Audit Committee. Based on the audit report and review by the Audit committee, process owners undertake necessary actions in their respective areas. The board have expressed that the internal control system in the Company is robust and effective. The Board has also put in place requisite legal compliance framework to ensure compliance of all the applicable laws and that such systems are adequate and operating effectively.

24) PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

As per the requirement of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Readressal) Act, 2013 (''Act'') and Rules made thereunder, your Company has assigned the responsibilities to Audit Committee. During the year, no complaint with allegations of sexual harassment was filed with the Company.

25) PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company''s shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code. All Board Directors and the designated employees have confirmed compliance with the Code.

26) CORPORATE GOVERNANCE

As required by the existing Regulation 34 (3) of the Listing Regulation, a detailed report on Corporate Governance is given as a part of the Annual Report. The Company is in full compliance with the requirements and disclosures that have to be made in this regard. The Auditors'' Certificate of the compliance with Corporate Governance requirements by the Company is attached to the Report on Corporate Governance. Report on Corporate Governance is given elsewhere in this Annual Report.

27) CORPORATE GOVERNANCE CERTIFICATE

The Compliance certificate from the auditors regarding compliance of conditions of Corporate Governance as stipulated Listing Regulation is appended to the report on Corporate Governance.

28) GENERAL SHAREHOLDER INFORMATION

General Shareholder Information is given in Report on Corporate Governance forming part of the Annual Report.

29) DIRECTORS'' RESPONSIBILITY STATEMENT

In accordance with the provisions of clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, Your Directors state thatâ

(a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) the directors had 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 31-03-2017 and of the profit and loss of the company for that period;

(c) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) The directors had prepared the annual accounts on a going concern basis; and

(e) The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

(f) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

30) ACKNOWLEDGEMENT

Place :Ahmedabad

Date :12.06.2017 For and on behalf of the Board

Sd/-

(Vishal M. Gala)

Chairman

Mar 31, 2016

Dear Members,

The Directors takes pleasure in presenting the 6^th Annual Report on the business and operations of the company together with the Audited Financial Statements for the financial year ended on 31^st March, 2016.

1) FINANCIAL SUMMARY/HIGHLIGHTS OF PERFORMANCE OF THE COMPANY:

Financial Results (Rupees in Lacs)
Particulars	Year ended 31-03-2016	Year ended 31-03-2015
Total Revenue	2169.26	1390.13
Profit (Loss) before tax	19.37	13.44
Less: Tax Expenses
Current Tax	(4.20)	(2.56)
MAT Credit	-	2.56
Deferred Tax	(1.91)	2.69
Net Profit (Loss) After tax	13.26	10.75

2) PERFORMANCE:

Despite acute competition, performance of your Company for the year under review has remained encouraging. The company has booked profit of Rs. 13.26 lacs which is increased by 23.35% as compared to last year.

The EPS was recorded at 0.30, which was lower compared to that of last year. The same is lowered in view of the 12, 66,000 Eq. Shares being added to the pool throw an IPO during the year under review.

3) INITIAL PUBLIC OFFERING& SHARE CAPITAL

During the year under review, your company came up with an IPO of 12, 66,000 Equity shares of Rs.10/- each at a premium of Rs. 14/- per share with Total Issue size of Rs. 303.84 Lacs. Your Board is really thankful for the trust posed in the Company. Subsequently the shares of the company have been listed on SME Platform of BSE since July 16, 2015.

At present, the Company has only one class of share - Equity shares of par value Rs. 10 each. The authorized share capital of the company is Rs. 6,50,00,000/- divided into 65,00,000 equity shares of Rs. 10 each. The paid up share capital of the company is Rs. 4,75,65,000 /- divided into 47,56,500 equity shares of Rs. 10 each.

During the year under review, the Company has not issued shares with differential voting rights nor granted stock options nor sweat equity.

4) DIVIDEND

In view of Conserving Resources, your Directors do not recommend any Dividend on equity shares for the year ended 31st March, 2016.

5) RESERVES

The Board proposes to transfer current year profit of Rs.13.26 Lacs to General Reserve A/C for the Financial Year ended on 31^st March, 2016.

6) DEPOSITS

The Company has not accepted any deposits within the meaning of Section 73 of the companies Act, 2013 and under the Companies (Acceptance of Deposit) Rules, 2014 during the year under review.

7) FUTURE OUTLOOK

The company look forward to diversify its product base and emphasizing focus on paper waste being the major raw material required by paper manufacturers.

8) ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE

9) MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

The Board of Directors of the Company has approved the proposal of Amalgamation of M/s. Gala Products Ltd. with M/s. Gala Print City Ltd. on the board meeting held on 26^thMarch, 2016 and the company has prepared and approved scheme of Amalgamation.

The company has filled application for Amalgamation of M/s. Gala Products Ltd. with M/s. Gala Print City Ltd. to the BSE- Designated Stock Exchange and to the High Court of Gujarat also.

10) DETAILS OF SIGNIFICANT AND MATERIAL ORDERS

No such Orders have been passed by the Regulators/Court or Tribunals which can impact the going concern status and Company''s operation in future.

11) DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES

The Company has no any Subsidiary/Joint Ventures/Associate Companies. Hence, details relating to Subsidiary/Joint Ventures/Associate Companies are not provided for.

12) PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY THE COMPANY

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

13) EXTRACTS OF ANNUAL RETURN

An extract of Annual Return in Form MGT_9 is attached herewith. (ANNEXURE-2)

14) PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

15) DIRECTORATE AND KEY MANAGERIAL PERSONNEL:

The Board of Directors of your company has various executive and non-executive directors including Independent Directors who have wide experience in different disciplines of corporate functioning.

In accordance with the provisions of Section 152 of the Companies Act, 2013 and Articles of Association of the Company, Mr. Vishal M. Gala (DIN: 00692090) retires by rotation at the ensuing Annual General Meeting and being eligible in terms of Section 164 of the Act offers himself for re-appointment.

The Company had, pursuant to the provisions of regulation 17 of the Listing Regulation, appointed Mr. Maulik R. Vyas (DIN: 06921705), Mr .Rajan N. Mehta(DIN:06923405), Mrs. Alpa J. Pandya (DIN:07013011), as an Independent Directors of the Company.

Mr. Sanket Rajeshbhai Sheth, Executive Director of the company has resigned with effect from 25.12.2015 due to his other pre-occupations. The board has accepted his resignation in the meeting held on 26.12.2015 & appointed Mr. Anuj M. Shah as additional director.

The Board of Directors record its sincere appreciation and recognition of the valuable contribution and services rendered by Mr. Sanket Sheth during their association with company.

All Independent Directors have given declarations under section 149(7) that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013.

The Board recommends re-appointment/ re-designation of Mr. Anuj M. Shah from Additional Director to Executive Director of the company, at the ensuing Annual General Meeting.

There were no other changes in the constitution of Board of Directors during the year.

The brief particular of all directors, for which approval of member for their appointment or reappointment is sought, is furnished with the notice.

16) EVALUATION OF BOARD, COMMITTEES AND DIRECTORS

17) POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS

18) VIGIL MECHANISM AND WHISTLE BLOWER POLICY

The detail of the Whistle Blower Policy is explained in the Corporate Governance Report.

19) MANAGERIAL REMUNERATION

Details of remuneration paid / payable to the Directors for Financial Year 2015-2016 is disclosed in Extracts to Annual Return i.e. Annexure 2 of the Boardâs Report .

The statement containing particulars of employees 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 forms part of this Report as Annexure - 3.

20) INDEPENDENT DIRECTORS'' MEETING

Independent Directors of the Company had met during the year under the view details of which are given in the Corporate Governance Report.

21) COMMITTEES OF THE BOARD

During the year, in accordance with the Companies Act, 2013, the Board re-constituted some of its Committees.

There are currently four Committees of the Board, as follows:

1. Audit Committee

2. Stakeholders'' Relationship Committee

3. Nomination and Remuneration Committee

Details of all the Committees along with their composition and meetings held during the year are provided in the "Report on Corporate Governanceâ, a part of this Annual Report.

22) AUDITORS

A. STATUTORY AUDITORS

M/s. PP Shah & Co. Chartered Accountants, Ahmedabad who hold office until the conclusion of the ensuing Annual General Meeting are recommended for re-appointment to audit the accounts of the Company for the financial year 2016-2017. The Company has obtained a written confirmation under section 139 of the Companies Act, 2013 from M/s. PP Shah & Co. that their appointment, if made, would be in conformity with the limits specified under the said section. You are requested to appoint the Auditors and fix their remuneration.

The notes to the accounts referred to in the Auditorsâ Report are self-explanatory and therefore do not call for any further comments.

M/s.PP Shah & Co. Chartered Accountants, Ahmedabad (FRN:131378W) were appointed as Statutory Auditors of your Company at the previous Annual General Meeting held on 30^th September , 2015 for a term of five consecutive years. As per the provisions of Section 139 of the Companies Act, 2013, the appointment of Auditors is required to be ratified by Members at every Annual General Meeting.

It is proposed to ratify the appointment M/s. PP Shah & Co, Chartered Accountants, Ahmedabad to audit the accounts of the Company for the financial year 2016-2017.

There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report.

B. SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Mehul Thakkar & Associates, Practicing Company Secretaries, Ahmedabad to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith as Annexure 4.

There is no qualification, reservation or adverse remark in the report.

23) INTERNAL CONTROL SYSTEM AND COMPLIANCE FRAMEWORK

24) PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

As per the requirement of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (''Act'') and Rules made there under, your Company has assigned the responsibilities to Audit Committee. During the year, no complaint with allegations of sexual harassment was filed with the Company.

25) PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company''s shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code. All Board Directors and the designated employees have confirmed compliance with the Code.

26) CORPORATE GOVERNANCE

As required by the existing Regulation 34 (3) of the Listing Regulation, a detailed report on Corporate Governance is given as a part of the Annual Report. The Company is in full compliance with the requirements and disclosures that have to be made in this regard. The Auditors'' Certificate of the compliance with Corporate Governance requirements by the Company is attached to the Report on Corporate Governance. Report on Corporate Governance is given elsewhere in this Annual Report.

27) CORPORATE GOVERNANCE CERTIFICATE

The Compliance certificate from the auditors regarding compliance of conditions of Corporate Governance as stipulated Listing Regulation is appended to the report on Corporate Governance.

28) GENERAL SHAREHOLDER INFORMATION

General Shareholder Information is given in Report on Corporate Governance forming part of the Annual Report.

29) DIRECTORSâ RESPONSIBILITY STATEMENT

In accordance with the provisions of clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, Your Directors state thatâ

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) the directors had 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 31-03-2016 and of the profit and loss of the company for that period;

(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) the directors had prepared the annual accounts on a going concern basis; and

(e) the directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

(f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

30) ACKNOWLEDGEMENT

For and on behalf of the Board

Place :Ahmedabad

Date :31.08.2016

(Vishal M. Gala)

Chairman

Mar 31, 2015

Dear Members,

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

FINANCIAL RESULTS:

(Rupees in lacs)

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

Total Income 1405.34 475.45

Less: Expenditure 1359.73 424.50

Profit / (Loss) before 45.61 50.95

Interest and Depreciation

Less: Interest 20.51 23.35

Less: Depreciation 11.66 26.90

Profit/(Loss) Before Tax 13.44 0.703

Less: Provision For Taxation 2.69 (0.77)

Profit/(Loss) After Tax 10.75 1.473

OPERATIONS:

* Standalone financial performance

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

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

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

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

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

DIRECTORS' RESPONSIBILITY STATEMENT:

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

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

2. that selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2015 and of the profit or loss of the Company for the period under review;

3. proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

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

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

DIRECTORS:

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

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

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

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

MEETINGS OF BOARD OF DIRECTORS:

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

CONSTITUTION AND COMPOSITION OF AUDIT COMMITTEE:

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

VIGIL MECHANISM:

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

RISK MANAGEMENT:

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

AUDITORS & AUDITORS REPORT:

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

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

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

Auditors' Qualifications and Management's Reply:

---to be given---

FORMATION OF VARIOUS COMMITTEES:

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

PARTICULARS OF EMPLOYEES:

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

DISCLOSURE OF PARTICULARS CONSERVATION OF ENERGY, TECHNOLOGY, ABSORPTION, ADOPTION & FOREIGN EXCHANGE EARNINGS & OUTGO:

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

GENERAL:

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

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

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

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

No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future.

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

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

EXTRACT OF ANNUAL RETURN:

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

ACKNOWLEDGEMENT:

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

For and on behalf of the Board of Directors

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

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