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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 Investments Limited

Your Directors have pleasure in presenting the Annual Report together with the auditedfinancial statement of the Company for the financial year ended March 31 2017.

FINANCIAL RESULTS

The performance of the Company for the financial year ended March 31 2017 issummarized below:

(Amount in Rs.)

Particulars

Standalone

Consolidated

Year ended March 31 2017 Year ended March 31 2016 Year ended March 31 2017 Year ended March 31 2016
Total Income 53452872 12610233 54352920 13271693
Total Expenses 8810625 37578292 9172240 38297648
Profit before Tax 7708910 (24968069) (15304649) (25025955)
Less: Provision for Tax
-Current Tax 132381 NIL 170381 50000
- Deferred Tax (321505) (541501) (321505) (541501)
- MAT Credit NIL NIL NIL NIL
- Prior period taxes (1969) (244375) 37880 (245221)
Profit for the Year before Share in Associates' profit / Loss 7900003 (24182193) (15191405) (24289233)
Share in Associates /Minority Profit/(Loss) NIL NIL (8402) (10273)
Profit / (Loss) After Tax 7900003 (24182193) (15183003) (24278960)
Add : Surplus b/f 72848460 97030653 142121055 166400015
Fixed Assets not having remaining useful life as on 1st April 2014 NIL NIL NIL NIL
Disposable Profits 79168462 72848459 126938052 142121055
Appropriations towards :
Special Reserve NIL NIL NIL NIL
NBFC Statutory Reserve NIL NIL NIL NIL
General Reserve NIL NIL NIL NIL
Balance carried forward 79168462 72848459 126938052 142121055
EPS
-Basic 10.06 (30.78) (19.33) (30.90)
-Diluted 10.06 (30.78) (19.33) (30.90)

PERFORMANCE REVIEW

On standalone basis your Company earned the gross income of Rs. 53452872 as againstRs. 12610223 in the previous year. The total expenditure during the year under reviewwas ' Rs. 8810625 as against Rs. 37578292 in the previous year. After providing forimpairment in value of Investments and Loans of Rs. 36933337/- the Net Profit/ (Loss)after tax Rs. 7900003 as against Rs. (24182193) in the previous year.

On consolidated basis your Company earned the gross income of Rs. 54352920 asagainst Rs. 13271693 in the previous year. The total expenditure during the year underreview was Rs. 9172240 as against Rs. 38297648 in the previous year. After providingfor impairment in value of Investments and Loans of Rs. 60485329/- the Net Profit/(Loss) after tax was Rs. (15183003) as against Rs. (24278960) in the previous year.

PERFORMANCE AND FINANCIAL POSITION OF THE SUBSIDIARIES AND ASSOCIATES

Subsidiaries

(i) Blue Point Leasing Limited: gross income is Nil in the Current Year and previousyear. The total expenditure during the year under review was Rs. 21254/- as against23071/- in the previous year. After providing for impairment in value of Investments andLoans of Rs. 3392205/- the Net Loss after tax was Rs. 3413 459/- as against loss ofRs. 23071/- in the previous year.

(ii) Gold Rock Metals Limited: gross income is Nil in the Current Year and previousyear. The total expenditure during the year under review was Rs. 14660/- as against16808/- in the previous year. After providing for impairment in value of Investments andLoans of Rs. 6404699/- the Net Loss after tax was Rs. 6419359/- as against loss of Rs.16808/- in the previous year.

(iii) Sugata Investments Limited: gross income is Rs. 455763/- in the CurrentYear against Rs. 191288/- in the previous year. The total expenditure during the yearunder review was Rs. 18647/- as against 26855/- in the previous year. The Net Profitafter tax was Rs. 431148/- as against Profit of Rs. 164433/- in the previous year.

(iv) Gold Rock World Trade Limited: gross income is Rs. 436115/- in the CurrentYear against Rs. 401459/- in the previous year. The total expenditure during the yearunder review was Rs. 269723/- as against 555703/- in the previous year. Afterproviding for impairment in value of Investments and Loans of Rs. 13523327/- the Lossafter tax was Rs. 13356935/- as against loss of Rs. 154244/- in the previous year.

Associates

(i) Seattle Online Private Limited: It earned gross income of Rs. 1208170/- asagainst Rs. 1268723/- in the previous year. The total expenditure during the year underreview was Rs. 1222970/- as against Rs. 1280718/- in the previous year. The Loss aftertax was Rs. 50012/- as against Rs. 61149/- in the previous year.

TRANSFER TO RESERVES

The Company does not proposes to transfer to the any reserve and no amount proposed tobe 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 March2017.

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. Bal KrishnaShriya Director of the Company is liable to retire by rotation at the ensuing AnnualGeneral Meeting and being eligible offer himself for re-appointment. Necessary resolutionfor this purpose is being proposed in the notice of the ensuing Annual General Meeting forthe approval 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 the criteriaof Independence as provided in sub-section (6).

NUMBER OF MEETINGS

a. Board Meeting

The Board of Directors met Six (6) 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 there is no Nomination and Remuneration Committee Meeting wereconvened and held.

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

Pursuant to the provisions of Sections 139 142 and other applicable provisions ifany of the Companies Act 2013 read with the Companies (Audit and Auditors) Rules 2014as may be applicable and pursuant to the recommendations of the Audit Committee M/s SGN& CO. Chartered Accountants (Firm Registration No. 134565W) be appointed asstatutory auditors of the Company in place of retiring auditors Khandelwal Jain &Co. Chartered Accountants (Firm Registration No. 105049W) to hold office from theconclusion of this Annual General Meeting (AGM) relating to the Financial Year 2016-17till the conclusion of the Annual General Meeting (AGM) related to the financial year2021-22 of the company to be held in the year 2022 subject to ratification by membersevery year as applicable at such remuneration as may be mutually agreed between theBoard of Directors of the company and Auditor".

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's report theNote No. 1(viii) is self-explanatory and does not required any further 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 2017 your Company had four subsidiaries viz. (1) Blue Point LeasingLimited (2) Gold Rock Metals Limited (3) Sugata Investments Limited (4) Gold Rock WorldTrade Limited with M/s. Seattle Online Private Limited Associates Company within themeaning of Section 2(6) of the Companies Act 2013 ("Act"). There has been noMaterial change in the nature of the business of the subsidiaries and associates.

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.

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 312017 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 2017on 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 2017.

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 forthe financial year 2017-18 has been paid to the BSE Limited (BSE). The BSE Ltd. Hassuspended the trading in equity shares of company w.e.f. January 23 2017. The Company isin process of applying for revocation of suspension.

PARTICULARS OF EMPLOYEES

The information required under Section 197 of the Companies Act 2013 read with rule5(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 median remuneration of theemployees of the company for the financial year 2016-17;

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. 2016-17
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 2017: 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 year2016-17 Was Nil However there was no increase in the salaries of Director (ManagerialPersonnel) during the year. The increments given to employees are based on theirpotential performance and contribution which is also benchmarked against applicableindustry norms.

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 assets have been 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 312017 was placed before the Board of Directors of the Company at its meeting held on May30 2017.

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 and Statutoryand 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.

For and on behalf of the Board of Directors

(S.C. Aythora) (G.M. Chaurasia)
Director Director
Place: Mumbai (DIN:00085407) (DIN: 07024849)
Date: August 11 2017