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Gold Rock Investments Ltd.

BSE: 501111 Sector: Financials
NSE: N.A. ISIN Code: INE598F01014
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Gold Rock Investments Ltd. (GOLDROCKINVES) - Director Report

Company director report

To

The Members of

Gold Rock Investment Ltd.

Your Directors have pleasure in presenting the Annual Report together with the auditedfinancial statement of the Company for the financial year ended March 31 2016.

FINANCIAL RESULTS

The performance of the Company for the financial year ended March 31 2016 issummarized below:

Standalone Consolidated
Particulars Year Ended March 31 2016 Year Ended March 31 2015 Year Ended March 31 2016 Year Ended March 31 2015
Total Income 12610233 24194673 13271693 25064824
Total Expenses 37578292 7353826 38297648 8753929
Profit before Tax (24968069) 16840847 (25025955) 16310895
Less: Provision for Tax
-Current Tax NIL 431200 50000 461200
- Deferred Tax (541501) NIL (541501) NIL
- MAT Credit NIL (1716300) NIL NIL
- Prior period taxes (244375) (640) (245221) 13396
Profit for the Year before Share in Associates' profit / Loss (24182193 16410287 (24289233) 15836299
Share in Associates /Minority Profit/ (Loss) NIL NIL (10273) (84508)
Profit / (Loss) After Tax (24182193) 16410287 (24278960) 15920807
Add : Surplus b/f 97030653 83932908 166400015 153803647
Fixed Assets not having remaining useful life as on 1st April 2014 NIL (30485) NIL (41361)
Disposable Profits 72848459 100312710 142121055 169683093
Appropriations towards :
Special Reserve NIL NIL NIL NIL
NBFC Statutory Reserve NIL (3282057) (986617) (3283078)
General Reserve NIL NIL NIL NIL
Balance carried forward 72848459 97030653 141134438 166400015
EPS
-Basic (30.78) 20.89 (30.90) 20.27
-Diluted (30.78) 20.89 (30.90) 20.27

PERFORMANCE REVIEW

On standalone basis your Company earned the gross income of Rs. 12610233 as againstRs. 24194673 in the previous year. The total expenditure during the year under reviewwas Rs Rs. 37578292 as against Rs. 7353826 in the previous year. The Net Profit/(Loss) after tax Rs. (24182193) as against Rs. 16410287 in the previous year.

On consolidated basis your Company earned the gross income of Rs. 13271693 asagainst Rs. 25064824 in the previous year. The total expenditure during the year underreview was Rs. 38297648 as against Rs. 8753929 in the previous year. The Net Profit/(Loss) after tax was Rs. (24278960) as against Rs. 15920807 in the previous year.

TRANSFER TO RESERVES

The Company does not proposes to transfer to the any reserve and an amount of141134438is proposed to be retained in the profit and loss account.

SHARE CAPITAL

During the reporting period your Company has not allotted any Securities/Shares.

There is no change in the issued subscribed and paid up capital of the Company.

DIVIDEND

The Board does not recommend any dividend for the financial year ended 31st March2016.

RBI PRUDENTIAL NORMS

Since the Company does not accept and hold any public deposits the Non- BankingFinancial (Non Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank)Directions 2007 are not applicable to the Company as regard to capital adequacyrequirement.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

According to the Companies Act 2013 at least two–thirds of the total number ofDirectors (excluding Independent Directors) shall be liable to retire by rotation. Forthis purpose considering the composition of the Board of Directors Mr. Sanjeev ShriyaDirector of the Company is liable to retire by rotation at the ensuing Annual GeneralMeeting and being eligible offer himself for re-appointment. Necessary resolution forthis purpose is being proposed in the notice of the ensuing Annual General Meeting for theapproval of the members.

The Independent Directors have submitted the Declaration of Independence as requiredpursuant to section 149 (7) of the Companies Act 2013 stating that they meet thecriteria of Independence as provided in sub-section (6) .

NUMBER OF MEETINGS

a. Board Meeting

The Board of Directors met Five (5) times in the financial year. The details of theBoard Meetings and the attendance of the Directors are provided in the CorporateGovernance Report which forms part of this report.

b. Audit Committee

During the year Five (5) Audit Committee Meetings were convened and held. The detailspertaining to composition of Audit Committee and the attendance of the Audit Committeemembers are provided in the Corporate Governance Report which forms part of this report.

c. Nomination and Remuneration Committee

During the year One (1) Nomination and Remuneration Committee Meeting were convenedand held. The details pertaining to composition of Nomination and Remuneration Committeeand the attendance of the Nomination and Remuneration Committee members are provided inthe Corporate Governance Report which forms part of this report.

d. Share Transfer and Stakeholders Relationship Committee

During the year One (1) Share Transfer and Stakeholders Relationship CommitteeMeetings were convened and held. The details pertaining to composition of Share Transferand Stakeholders Relationship Committee and the attendance of the Share Transfer andStakeholders Relationship Committee members are provided in the Corporate GovernanceReport which forms part of this report.

BOARD EVALUATION

The Board of Directors has carried out an annual evaluation of its own performanceBoard committees and Individual Directors pursuant to the provisions of the Act and theCorporate Governance requirements as prescribed by Securities and Exchange Board of India("SEBI") under the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015.

The performance of the Board was evaluated by the Board after seeking inputs from allthe Directors on the basis of the criteria such as the Board composition and structureeffectiveness of board processes information and functioning etc.

The performance of the committees was evaluated by the board after seeking inputs fromthe committee members on the basis of the criteria such as the composition of committeeseffectiveness of committee meetings etc.

The Board and the Nomination and Remuneration Committee reviewed the performance of theindividual Directors on the basis of the criteria such as the contribution of theindividual Director to the Board and committee meetings. In addition the Chairman wasalso evaluated on the key aspects of his role.

In a separate meeting of Independent Directors performance of non- IndependentDirectors performance of the board as a whole and performance of the Chairman wasevaluated taking into account the views of executive directors and non-executiveDirectors.

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION

The Company's policy on Directors' appointment and remuneration and other mattersprovided in Section 178 (3) of the Companies Act 2013 has been disclosed in the CorporateGovernance report which forms part of the Directors' report.

ADEQUACY OF INTERNAL CONTROL

The details in respect of internal financial control and their adequacy are included inthe Management Discussion & Analysis which forms part of this report.

PUBLIC DEPOSITS

The Company being a Non-Deposit Accepting Non-Banking Finance Company has not acceptedany deposits from the public during the year under review and shall not accept anydeposits from the public without obtaining prior approval of the Reserve Bank of India(RBI) .

AUDITORS

In accordance with Section 139 of the Companies Act 2013 and the rules made thereunder M/s. Khandelwal Jain& Co. Mumbai the Statutory Auditors of your Company hasbeen appointed as the Statutory Auditors of the Company in the Annual General Meeting ofthe Company (subject to ratification of their appointment at every AGM) .

They have confirmed their eligibility under Section 141 of the Companies Act 2013 andthe Rules framed there under for appointment as Auditors of the Company.

As regards the qualification of the basis of qualified opinion in Auditor’sreport the Note No. 1 (viii) & 28 is self-explanatory and does not required anyfurther clarification.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act 2013 read withCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 the Companyhas appointed M/s. Taj & Associates a firm of Company Secretaries in Practice toundertake the Secretarial Audit of the Company. The Secretarial Audit Report does notcontain any qualifications reservations or adverse remarks. The Secretarial Audit Reportis annexed and forms part of this report.

SUBSIDIARY AND ASSOCIATE COMPANIES

As on March 31 2016 your Company had Four wholly owned subsidiaries viz. (1) BluePoint Leasing Limited (2) Gold Rock Metals Limited (3) Sugata Investments Limited (4)Gold Rock World Trade Limited with M/s. Seattle Online Private Limited AssociatesCompanywithin the meaning of Section 2 (6) of the Companies Act 2013 ("Act") .There has been no Material change in the nature of the business of the subsidiaries andassociates.

Pursuant to provisions of Section 129 (3) of the Act a statement containing salientfeatures of the financial statements of the Company’s subsidiaries in Form AOC-1 isattached to the financial statements of the Company.

Pursuant to provisions of Section 129 (3) of the Act a statement containing salientfeatures of the financial statements of the Company's subsidiaries in Form AOC-1 isannexed and forms part of this report.

In accordance with third proviso of Section 136 (1) of the Companies Act 2013 theAnnual Report of the Company containing therein its standalone and the consolidatedfinancial statements has been placed on the website of the Company www.goldrockinvest.comFurther as per fourth proviso of the said section audited annual accounts of each of thesubsidiary companies have also been placed on the website of the Companywww.goldrockinvest.com Shareholders interested in obtaining a copy of the audited annualaccounts of the subsidiary companies may write to the Company Secretary at the Company'sregistered office.

DIRECTORS' RESPONSIBILITY STATEMENT UNDER SECTION 134 OF THE COMPANIES ACT 2013

Pursuant to Section 134 (5) of the Companies Act 2013 the Board of Directors to thebest of their knowledge and ability confirm that:

a. in the preparation of the annual financial statements for the year ended March 312016 the applicable accounting standards have been followed along with proper explanationrelating to material departures if any;

b. they have selected such accounting policies and applied them consistently and madejudgment and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company as at the end of the financial year and of theprofit of the Company for that period;

c. they have taken proper and sufficient care to the best of their knowledge andability for the maintenance of adequate accounting records in accordance with theprovisions of the Companies Act 2013 for safeguarding the assets of the Company and forpreventing and detecting fraud and other irregularities;

d. they have prepared the annual accounts for the financial year ended March 31 2016on a going concern basis;

e. they have laid down internal financial controls to be followed by the Company andsuch internal financial controls are adequate and operating effectively;

f. they have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.

CORPORATE GOVERNANCE

Pursuant to Regulation 15 (2) of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 compliance with the corporate governance provisions are applicable toyour Company as the Company's paid up Equity Share Capital does not exceed of 10 Croresand net worth exceed of 25 Crores as on March 31 2016.

A separate section on Corporate Governance is annexed and forms part of this report.

EXTRACT OF ANNUAL RETURN

The extract of the Annual Return as provided under sub-section (3) of Section 92 in theForm MGT 9 for the financial year under review is annexed and forms part of this report.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were onan arm's length basis and were in the ordinary course of business. There are no materiallysignificant related party transactions made by the Company with Promoters Directors KeyManagerial Personnel or other designated persons which may have a potential conflict withthe interest of the Company at large.

All Related Party Transactions are placed on a quarterly basis before the AuditCommittee and also before the Board for approval.

Information on transactions with related parties pursuant to Section 134 (3) (h) of theAct read with rule 8 (2) of the Companies (Accounts) Rules 2014 in Form AOC-2 is annexedand forms part of this report.

PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS

The particulars of loans guarantees and investments have been disclosed in thefinancial statements.

MANAGEMENT DISCUSSION AND ANALYSIS

A report on the Management Discussion and Analysis for the financial year under reviewis annexed and forms part of this report.

LISTING OF SHARES

Equity Shares of the Company are listed with BSE Limited.The Annual listing fee for thefinancial year 2016-17 has been paid to the BSE Limited (BSE) .

PARTICULARS OF EMPLOYEES

The information required under Section 197 of the Companies Act 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014are given below: i. The ratio of the remuneration of each Director to the medianremuneration of the employees of the company for the financial year 2015-16;

Non-executive directors Ratio to median remuneration
Mr. K.N. Kutty 0.00
Mr. S.C. Aythora 0.00
Mr. G.M. Chaurasia 0.00
Mrs.Smriti Mukherjee 0.00
Executive Directors
Mr. B.K. Shriya 0.00
Mr. Sanjeev Shriya 0.00

ii. The percentage increase in remuneration of each Director Chief Financial OfficerCompany Secretary if any in the financial year;

Name Designation % increase in remuneration in the financial year i.e. 2015-16
Mr. K.N. Kutty Non-Executive Director -
Mr. S.C. Aythora Non-Executive Director -
Mr. G.M. Chaurasia Non-Executive Director -
Mrs.Smriti Mukherjee Non-Executive Director -
Mr. B.K. Shriya Executive Director -
Mr. Sanjeev Shriya Executive Director -
Ms. R.D. Mehta* Company Secretary& CFO -

iii. The percentage increase in the median remuneration of employees in the financialyear: NIL

iv. The number of permanent employees on the rolls of Company as on March 31 2016: 6

v. Average percentile increase already made in the salaries of employees other than themanagerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in the managerial remuneration:

The average percentage increase in the salaries of employees in the financial year2015-16Was Nil However there was no increase in the salaries of Director (ManagerialPersonnel) during the year.The increments given to employees are based on their potentialperformance and contribution which is also benchmarked against applicable industrynorms.

vi. Affirmation that the remuneration is as per the remuneration policy of the Company:

The Company affirms remuneration is as per the remuneration policy of the Company.

vii. There are no employees falling within the purview of Rule 5 (2) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 no such details arerequired to be given.

PARTICULARS OF CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION

The company being Investment Company has nothing to report on energy conservation andtechnology absorption there is no foreign exchange outgoing

FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company earned Nil in foreign currency in the current financial year and in theprevious year.

INSURANCE

The Company's fixed assets as well as current assets have been adequately insured.

RISK MANAGEMENT

The details in respect of risks and concerns are included in the Management Discussion& Analysis which forms part of this report.

DIRECTOR & CHIEF FINANCIAL OFFICER CERTIFICATION

Certificate from Mr. G.M. Chaurasia Independent Director and Mr. R.D. Mehta ChiefFinancial Officer as specified in Part B of Schedule II of the SEBI (Listing Obligationand Disclosure Requirements) Regulations 2015 for the financial year ended March 312016 was placed before the Board of Directors of the Company at its meeting held on May27 2016.

ACKNOWLEDGMENT

The Board of Directors takes the opportunity to express its sincere appreciation forthe support and co–operation from its members Reserve Bank of India banks andStatutory and Regulatory Authorities.

The Board also wishes to place on record their sincere appreciation of the contributionmade by the executives and employees at all levels for their dedication and commitment tothe Company throughout the year.

By Order of the Board of Directors
For GOLD ROCK INVESTMENTS LIMITED
(S.C. Aythora) (G.M. Chaurasia)
Place : Mumbai Director Director
Date : September 07 2016 (DIN: 00085407) (DIN: 07024849)