Gamma Infoway Exalt Ltd Directors Report

To,

The Members,

GAMMA INFO WAY EXALT LIMITED

Your Directors have pleasure in presenting their Annual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31, 2016.

1. Financial summary or highlights/Performance of the Company

The Companys financial performance for the year under review along-with previous years figures are given hereunder;

Particulars	2015-2016	2014-15
Gross Income	0	2481028
Profit Before Interest and Depreciation	0	2481028
Finance Charges	0	0
Gross Profit	0	2481028
Provision for Depreciation	0	0
Net Profit Before Tax	-489184	-26669940
Provision for Tax	9C0000	0
Net Profit After Tax	0	0
Balance of Profit brought forward	-1389184	-26669940
Balance available for appropriation	0	0
Proposed Dividend on Equity Shares	0	0
Tax on proposed Dividend	0	0
Transfer to General Reserve	0	0
Loss carried to Balance Sheet	-1389184	-26669940

2. Brief description of the Companys working during the year under review

During the year, your company had not carried on any business.

3. Change in the nature of business, if any

During the year, your company had not changed its nature of business.

4. Dividend

In view of Carried forward losses. Company had not declared any dividend during the year under review.

5. Reserves & Surplus

Your company had transferred losses amounting to Rs. 1389184/- to reserves and surplus during the year under review.

6. Change of Name

Your co mpany had not changed its name during the year under review.

7. Share Capital

Your company had neither increased its authorised capital nor made any allotment during the year under review.

i. Buy back of securities

The Company has not bought back any of its securities during the year under review.

ii. Sweat Equity Shares

The company has not issued any Sweat Equity shares during the year under review.

iii. Bonus Shares

The company has not issued any Bonus shares during the year under review.

iv. Employee Stock Option Scheme

The company has not provided any stock option scheme to its employees during the year under review.

8. Directors and Key Managerial Persnmn>i

Mr. Sanjay V. Kadam, Directors retire by rotation at the forthcoming Annual General Meeting and being eligible, offer themselves for reappointment

The Company undertakes to appoint Independent Directors at the earliest and thereafter the Nomination and Remuneration Committee, Stakeholder Relationship Committee and Audit Committee will be formed.

9. Particulars of Employees

The provisions of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not applicable to your Company.

10. Meetings

A calendar of Meetings is prepared and circulated in advance to the Directors. During the year 9 Board Meetings i.e. on 28.04.2015, 19.05.2015, 29.07.15, 25.08.2015,01.09.15, 13.11.15, 13.02.16, 15.03.16 and 23.03.2016 and were convened and held. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

11. Board Evaluation

Pursuant to the provisions of the Companies Act, 2013, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration and other Committees.

A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Boards functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance.

12. Details of Subsidiarv/Tomt Ventures/Associate Companies

Your company neither have subsidiary and/or associate companies nor has your company entered into any joint venture during the year under review.

13. Auditors:

The Auditors, M/s Ganesh Natarajan & Associates Chartered Accountants (FRN No.l41940W), retire at the ensuing Annual General Meeting and, being eligible, offer themselves for re-appointment for the financial year 2016-2017.

14. Auditors Report

The Auditors" Report does not contain any qualification. Notes to Accounts and Auditors remarks in their report are self-explanatory and do not call for any further comments.

1.5.Disclosure about Cost Audit

As per the Cost Audit Orders in pursuance to section 148 and all other applicable provisions of the Companies Act, 2013, Cost Audit is not applicable to the Company during the year under review.

16.Secretarial Audit Report

There is no malafide intention on the part of the company and delay if any, in the matter is inadvertently and caused due to oversight The Company is in process of complying all requirements of Companies Act, 2013 and amended Listing Agreement.

According to provisions of Section 204 of the Companies Act, 2013, the Secretarial Audit Report submitted by Company Secretary in Practice is enclosed as a part of this report as Annexure -A.

17. Internal Audit & Controls

Due to in-operative business and continuous losses in the company, the management was unable to appoint internal auditors during the year. However the management assures that the internal auditors will be appointed at the earliest.

18. Vigil Mechanism :

In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established.

19. Extract of Animal Return

As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return in MGT 9 as a part of this Annual Report as ANNEXURE-B.

20. Material changes and commitments, if any, affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report

No such 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 like settlement of tax liabilities, operation of patent rights, depression in market value of investments, institution of cases by or against the company, sale or purchase of capital assets or destruction of any assets etc.

21.Conservation of energy, technology absorption and foreign exchange earnings and outgo. The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows:

A) Conservation of energy:

Particulars in respect of conservation of energy are NIL.

(B] Technology absorption:

Particulars in respect of conservation of energy are NIL.

(C) Foreign exchange earnings and Outgo:

The Foreign Exchange earned in terms of actual inflows were NIL during the year and the Foreign Exchange outgo were NIL during the year in terms of actual outflows.

77-Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and companys operations in future

No such orders were passed against the company by any regulators, courts and/or tribunals impacting the going concern status and companys operations in future during the year under review.

23. Details in respect of adequacy of internal financial controls with reference to the Financial Statements,

Due to continuous losses in the company, internal financial controls were not operated efficiently, however the management is planning to set-up internal financial control in place at the earliest

24. Deposits

Your company had not accepted any deposits during the year under review.

2 5. Particulars of loans, guarantees or investments under section 186

Details of Loans:

SL No	Date of making loan	Details of Borrower	Amount	Purpose for which the loan is to be utilized by the recipient	Time period for which it is given	Date of BR	Date of SR (if reqd)	Rate of Interest	Securit y
Nil	Nil	Nil	Nil	Nil	Nil	Nil	Nil	Nil	Nil
Nil	Nil	Nil	Nil	Nil	Nil	Nil	Nil	Nil	Nil

Details of Investments:-

SL No	Date of investment	Details of Investee	Amount (inrs.)	Purpose for which the proceeds from investment is proposed to be utilized by the recipient	Date of BR	Date of SR (if reqd]	Expecte d rate of return
1.	NIL	NIL	NIL	NIL	NIL	NIL	NIL

Details of Guarantee/Security Provided:

SL No	Date of providing security/guar antee	Details of recipient	Amount	Purpose for which the security/guarantee is proposed to be utilized by the recipient	Date of BR	Date of SR (if any)	Commission
Nil	Nil	Nil	Nil	Nil	Nil	Nil	Nil
Nil	Nil	Nil	Nil	Nil	Nil	Nil	Nil

26. Particulars of contracts or arrangements with related parties:

There were no related party transactions

27. Human Resources

Your Company treats its "human resources" as one of its most important assets.

Your Company continuously invest in attraction, retention and development of talent on an ongoing basis. A number of programs that provide focused people attention are currently underway. Your Company thrust is on the promotion of talent internally through job rotation and job enlargement

28. Directors Responsibility Statement

The Directors Responsibility Statement referred to in clause (c) of sub-section [3] of Section 134 of the Companies Act, 2013, state that:-

(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 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 not adequate and were not operating effectively due to continuing losses in the company.

(f) the directors had devised proper systems to ensure compliance with the provisions of ail applicable laws and that such systems were not adequate and not operating effectively due to continuing losses in the company.

29.Transfer of Amounts to Investor Education and Protection Fund

Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

30.Management Discussion and Analysis Report;

A detailed review of operations, performance and future outlook of your company is given in the Management Discussion and Analysis which forms part of this report

31 .Corporate Governance and Shareholders Information:

Your company is complaint with the requirement of clause 49 of Listing Agreement. Necessary disclosures have been made in this regard in the Corporate Governance Report. A certificate from Auditors regarding compliance with requirements of corporate governance as stipulated under clause 49 of listing agreement is attached to this report The report on corporate governance is included and forms part of this report.

32. Listing with Stock Exchanges:

Your Company is listed with Bombay Stock Exchange

33. Development and Implementation of a Risk Management Policy:

The company has been addressing various risks impacting the company and the policy of the company on risk management is provided elsewhere in this Annual Report in Management Discussion and Analysis.

34. Acknowledgements

An acknowledgement to all with whose help, cooperation and hard work the Company is able to achieve the results.

	For and on behalf of the Board of Directors
	For GAMMA INFOWAY EXALT LIMITED
	CIN: L32200MH1989PLC052028
	Vi jay Shah	Jyoti Dedhia
Place: Mumbai	Chairman and Managing Director	Director DIN;03157676
Date : 05.12.2016	DIN:02143886