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Goldcoin Health Foods Ltd.

BSE: 538542 Sector: Agri and agri inputs
NSE: N.A. ISIN Code: INE634J01019
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Sell Price 14.35
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OPEN 15.40
CLOSE 15.10
VOLUME 20000
52-Week high 20.45
52-Week low 9.06
P/E
Mkt Cap.(Rs cr) 4
Buy Price 0.00
Buy Qty 0.00
Sell Price 14.35
Sell Qty 51.00

Goldcoin Health Foods Ltd. (GOLDCOINHEALTH) - Director Report

Company director report

To

The Members

GOLDCOIN HEALTH FOODS LIMITED

(CIN: L15419GJ1989PLC012041)

Your directors have pleasure in presenting their 27th Annual Report on the business andoperations of the company together with the Audited Statement of Accounts for the yearended 31st March 2016.

1. FINANCIAL RESULTS:

During the year under review performance of your company is as under:

(Rs. In lacs)
Particular Current Year ended 31st March 2016 Previous Year ended 31st March 2015
Turnover 25440364 32235510
Add : Other Income 75700 71922
Total Income 25516074 32307432
Profit/(Loss) before taxation 193700 862818
Less: Tax Expense
a) Current Tax 134270 287500
b) Excess/Short Provisions of tax - -
c) Deferred tax expenses - -
d) Provision for wealth tax - -
Profit/(Loss) after tax 59430 575318
Add: Balance B/F from the previous year (1378776) (1807214)
Balance Profit / (Loss) C/F to the next year (1319346) (1378776)

Year in Retrospact and Future Outlook And Analysis Report:

The Company is engaged in Trading of Food Products mainly in milk. The companycollects Raw Material and supplies it to the big dairy for finished products. Themanagement expects higher turnover in the Current Year. Besides it also proposes todevelop the Cattle farm in near future with improved technology.

In view of the same the management proposes to dispose off its non operational assetsincluding immovable property situated at 20 Nataraj Industrial Estate Sanand Ahmedabadat prevailing market price. The funds generated from the said property will be utilizedfor the development of cattle farms.

The management forsees improved performance in near future on account of this action.

The risk involved in the operations is external and internal. The External factors arebased on market competition and availability of cheaper material. The internal materialrelated to nature of product which is perishable in nature.

Your company has for the year ended 31st March 2016 reported total revenueRs.25440364 from operations (as against Rs.32235510 in the previous year). Theoperating profit of the company (earning before interest depriciation and tax) for theyear ended 31st March 2016 is Rs.193700 as compared to Rs.862818 in previous year.

There is no change in the nature of business during the year under review.

There is no subsidiary companies and associate companies.

The company does not invite or accept deposites as contemplated under Chapter V of thecompanies act 2013 during the year under review.

The existing internal financial controls are adequate and commensulate with the natureof business of the companies.

Directors' Responsibility Statement :

(Pursuant to the provisions of section 134(5) of the companies act 2013 the board ofthe directors state that

(i) In the preparation of the annual accounts the applicable accounting standards havebeen followed;

(ii) The directors have selected such accounting policies and applied them consistantlyand made judgements and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year as on31st March 2016 and of the profit of the company for that period.

(iii) The directors have taken proper and sufficient care for the maintenance ofadiquate accounting record in accordance with the provision of companies Act 2013 forsafeguarding the assets of company and for preventing and detecting fraud and otherirregularites;

(iv) The directors have prepared the annual accounts on a "Going concern"basis;

(v) The directors have laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and there operatingeffectively; and

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

Industrial Relations :

The Relations between workmen and management are cordial during the year.

Insurance :

The properties insurable interests such as buildings plant and machineries areadequately insured.

Corporate Social Responsibility (CSR) :

The company is not required to undertake Corporate Social Responsibility (CSR) as it isnot applicable to the company as per the provision of the section 135 of the companiesact 2013.

Dividend:

No Dividend is recommended by the Board for the Financial Year ended on 31st March2016.

Amounts Transferred to Reserves:

No amount is transferred to General Reserve due to non recommendation of Dividend.

Extract of Annual Return:

The extract of Annual Return in format MGT -9 for the Financial Year 2015-16 has beenenclosed with this report as

Annexure -1

Details of Subsidiaries Companies Associate Company & LLP/Partnership

Sr. No. Name of Company Nature of Relationship No. of Share hold/Capital Contribution
NIL NIL NIL

*There is no Subsidiary of Company hence no such information is provided

Number of Board Meetings:

During the Financial Year 2014-15 meetings of the Board of Directors of the companywere held as under :

Sr. No. Date of Board Meeting No. of Director Present in the Meeting
1. 2nd May 2015 4
2. 30th May 2015 4
3. 13th Aug 2015 4
4. 10th Nov 2015 4
5. 19th Dec 2015 4
6. 12th Feb 2016 4

Particulars of Loan Guarantees and Investments under Section 186:

There is no investment in securities neither loan given to any Body Corporate

During the financial year 2015-16 the Company has not given any loan to any Companyincluding Associate Concern.

Particulars of Contracts or Arrangements with Related Parties:

All the transactionsareat Arm's length. Remuneration paid to the Working Directorsi.e.Managing Directors is in respect of their time involvement in development of Company.There are no transactions with related parties during the year under under review.

Explanation to Auditor's Remarks:

The remarks made by the Auditors in their Report have been suitably dealt with in theschedules and notes and therefore do not call for any further clarification.

Conservation of Energy Technology Absorption Foreign Exchange Earnings and Outgo:

The details of Energy Technology Absorption Foreign Exchange Earnings and Outgo arenot given as there is no menufacturing activity is carried out :

A. Conservation of Energy
B. (1) Research and Development NIL
(2) Technology absorption
C. Foreign Exchange earnings and outgo
(1) Activities relating the export
(2) Foreign Exchange earned NIL
(3) Foreign Exchange used

Risk Management Policy:

The Company has developed a very comprehensive risk management policy and the same isreviewed by the Audit Committee at periodical intervals which in turn informs the Boardabout the risk assessment and minimization procedures adopted by the management.Suggestions or guidance given by the audit committee members are immediately implemented.At the corporate level major risks are reviewed by the Managing Directors and directionsin this regard are issued accordingly..

Details of Directors and Key Managerial Personnel:

NAME OF DIRECTOR DIN DESGNATION DATE OF APPOINTMENT RESIDENTIAL ADDRESS
DEVANG PRAFULCHANDRA 00633868 MANGING DIRECTOR 27/03/1989 66/392PRAGATINAGAR AHMEDABAD 380013
SHAH ILA PRAFULCHANDRA BHAGAT 01740646 WHOLE-TIME DIRECTOR 22/08/2007 66-392PRAGATINAGAR NARAYANPURA AHMEDABAD 380013
ASHOKKUMAR KANTILAL SOLANKI 06803425 DIRECTOR 04/02/2014 4/A GANDHI SAGAR SOCIETY RANIP AHMEDABAD 382480
HIREN SURESHKUMAR MEHTA 06804450 DIRECTOR 04/02/2014 A-803 VASUKANAN TOWER GHATLODIA AHMEDABAD 380061
R R PATEL ADZPP3407E SECRETARY 01/02/2014 A/2 AYOJANNAGAR OPP. OLD SHREYAS RLY CROSIING PALDI AHMEDABAD 380007

Re-Appointment of Directors:

As per the Provision of the Companies Act 2013 and Article of Association of theCompany Smt. Ila Bhagat retires in ensuing Annual General Meeting and being eligible seeksRe-Appointment. The Board recommends their Re-Appointment.

Comparison of Remuneration to Directors and employees:

As the company is at present engaged in trading activities of cattle farm products thesame is being marketed by the working Directors. The administration work of the company isgiven on job work basis.

Details of significant & material orders passed by the regulators or courts ortribunal:

No order has been passed by the Court/Tribunal during the financial year 2015-2016.

Deposits (As per the Definition Section 2(31) of the Companies Act 2013)

The following details of deposits covered under Chapter V of the act: I. DepositsAccepted during the year: II. remained unpaid or unclaimed as at the end of the year:

III. Whether there has been any default in repayment of deposits or payment of interestthereon during the year and if so number of such cases and the total amount involved-

a. At the beginning of the year:

b. Maximum during the year: NIL

c. At the end of the year: IV. The details of deposits which are not in compliance withthe requirements of Chapter:

Receipt of any commission by Managing Director / Whole Time Director from A Company orfor receipt of commission / remuneration from it Holding or subsidiary:

Company is not paying any commission to its director.

Declaration by Independent Director:

The Company has received declaration from all the Independent Directors under theCompanies Act 2013 and rules made thereunder.

Secretarial Audit Report:

Secretarial Audit Report in prescribed format Form MR-3 given by a Practicing CompanySecretary Dilip N. Motwani is annexed with the Board Report asAnnexure - 2.Thequalification made in secretarial audit is explained as under : (a)The company is inprocess of appointing CEO/CFO.

(b)The suspended equity shares of company during year has been revoked in current yearafter complying with all queries of BSE.

Corporate Social Responsibility (CSR) Policy:

The Company is not falling within the criteria of Section 135 of the Companies Act2013 and hence the Company is not required to form CSR committee.

Audit Committee:

As on 31st March 2016 the Audit Committee comprises four Directors out of which twoare Independent Directors. Mr. Hiren Sureshkumar Mehta and Mr. Ashokkumar Solanki KantilalIndependent Director is the Chairman of the Committee. The time gap between two meetingswas less than 120 days. The Committee met four times in the year under review on thedetails of the Audit Committee are given as under:

Attendance record of Gold Coin Health Foods Limited Audit Committee Meetings:

Name of The Member DIN Position Status No. Of Meeting Held No. of Meeting Attended Sitting fees (Rs)
Mr. Hiren Sureshkumar Mehta 06804450 Independent Director Active 2 2 2000
Mr. Ashokkumar Kantilal Solanki 06803425 Independent Director Active 2 2 2000

The functions of the Audit Committee of the Company include the following:

• Oversight of the Company's financial reporting process and the disclosure of itsfinancial information to ensure that the financial statement is correct sufficient andcredible.

• Recommending to the Board the appointment re-appointment if required thereplacement or removal of the statutory auditor and fixation of the audit fees.

• Approval of payment to the statutory auditor for any other services rendered bythe statutory auditors.

• Reviewing with the management the annual financial statement beforesubmission to the Board for approval with particular references to :

- Matters required to be included in the Directors Responsibility Statement to beincluded in the Board's report in terms of Section 134 of the Companies Act 2013.

- Changes if any in accounting policies and practices and reason for the same.

- Major accounting entries involving estimates based on the exercise of judgment bymanagement.

- Significant adjustment made in the financial statements arising out of auditfindings.

- Compliance with listing and other legal requirements relating to financialstatements.

• Disclosure of any related party transactions.

• Qualification in the audit report.

• Reviewing with the management performance of statutory and internal auditorsand adequacy of the internal control system.

• Reviewing the adequacy of internal audit plan.

• Discussion with internal auditors on any significant findings and follow upthereof.

• Reviewing the findings of any internal investigation by the internal auditorsinto matters where there is suspected fraud or irregularity or a failure of internalcontrol systems of a material nature and reporting the matter to the Board.

• Discussion with statutory auditors before the audit commences about the natureand scope of audit as well as post audit discussion to ascertain any area of concern.

• To look into the reasons for substantial defaults in the payments to thedepositors shareholders (in case of non-payment of declared dividends) and creditors.

• Reviewing the functioning of the Whistle Blower Mechanism.

• Carrying out any other function as is mentioned in the terms of reference of theAudit Committee. The Audit Committee is empowered pursuant to its terms of referencesto:

• Investigate any activity within its terms of reference and to seek anyinformation it requires from any employee.

• Obtain legal or other independent professional advice and to secure theattendance of outsiders with relevant experience and expertise when considered necessary.

The Company has systems and procedures in place to ensure that the Audit Committeemandatorily reviews:

• Management discussion and analysis of financial condition and results ofoperations.

• Statement of significant related party transactions (as defined by the AuditCommittee) submitted by management.

• Management letters/letters of internal control weaknesses issued by thestatutory auditors.

• Internal audit reports relating to internal control weaknesses.

• The appointment removal and terms of remuneration of the internal auditor.

In addition the Audit Committee of the Company also reviews the financial statements.The Audit Committee is also apprised on information with regard to related partytransactions by being presented:

• A statement in summary form of transactions with related parties in the ordinarycourse of business.

• Details of material individual transactions with related parties which are notin the normal course of business.

• Details of material individual transactions with related parties or otherswhich are not on an arm's length basis along with management's justification for the same.

Statement Indicating the Manner in which Formal Annual Evaluation has been made by theBoard of its own Performance its Directors and that of its Committees:

During the year the Board adopted a formal mechanism for evaluating its performanceand as well as that of its Committees and individual Directors including the Chairman ofthe Board. The exercise was carried out through a structured evaluation process coveringvarious aspects of the Boards functioning such as composition of the Board &committees experience & competencies performance of specific duties &obligations governance issues etc. Separate exercise was carried out to evaluate theperformance of individual Directors including the Board Chairman who were evaluated onparameters such as attendance contribution at the meetings and otherwise independentjudgement safeguarding of minority shareholders interest etc. The evaluation of theIndependent Directors was carried out by the entire Board and that of the Chairman and theNon-Independent Directors were carried out by the Independent Directors. The Directorswere satisfied with the evaluation results which reflected the overall engagement of theBoard and its Committees with the Company.

Nomination & Remuneration Committee Policy:

The sitting fee paid to the non-executive directors commission to independentdirector and remuneration paid to the whole-time director is approved by the remunerationcommittee. Remuneration Committee consists of Mr.Ashokkumar Solanki Kantilal and Mr.HirenSureshkumar Mehta both Independent Directors.

Half- yearly Declaration

A half - yearly/Quarterly Declaration of financial performance including summary ofsignificant events in the last six months is currently not being send to each household ofshareholders. However the Company publishes its results in national and state levelnewspapers having wide circulation. The results are also posted on the website of theCompanywww.goldcoinhealthfoods.com.

Disclosure on Establishment of a Vigil Mechanism:

Fraud free corruption free work culture has been core to the Company. In view of thepotential risk of fraud and corruption due to rapid growth and geographical spread ofoperations the Company has put an even greater emphasis to address this risk. To meetthis objective a comprehensive Fraud Risk Management (FRM) policy akin to vigil mechanismor the Whistle Blower Policy has been laid down by the Board of Directors

Managerial remuneration:

Sr. No. Name of Director *Remuneration for F.Y 2015-2016 Remuneration for F.Y 2014-2015
(Amount In Rs.) (Amount In Rs.)
1. Devang Shah 90000 90000
2. Ila Bhagat 90000 90000

*Remuneration is not required to be paid to independent director as per Section 149read with Schedule IV of Companies Act 2013.

Disclosures under Sexual Harassment of Women at Workplace (Prevention Prohibition& Redressal) Act 2013:

In accordance with the Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013 Gold Coin Health Limited has modified the erstwhile policy forPrevention of Sexual Harassment at the Workplace and the Board of Directors haveunanimously adopted the same w.e.f. July 23 2014.

Vide notification dated December 9 2013; Ministry of Women and Child Development haveintroduced Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal)Rules 2013. The earlier policy has been amended by incorporating the rules and proceduresas mandated in the said notification. The revised policy shall be in effect from July 232014. Company has Appointed Smt. Ila P. Bhagat to redress the issues regarding SexualHarassments at work place.

Statutory Auditors:

Statutory Auditors are appointed upto 28th Annual General Meeting only. Ratificationfor appointment is required.

Directors Responsibility Statement:

In accordance with the provisions of Section 134(5) of the Companies Act 2013 yourdirectors confirm that: a) In the preparation of the annual accounts for the financialyear ended 31st March 2016 the applicable accounting standards had been followed alongwith proper explanation relating to material departures; b) The directors had selectedsuch accounting policies and applied them consistently and made judgments and estimatesthat are reasonable and prudent so as to give a true and fair view of the state of affairsof the Company as at 31st March 2016 and of the profit /loss of the Company for thatperiod; c) The directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the company and for preventing and detecting fraud andother irregularities; d) The directors had prepared the annual accounts on a going concernbasis; e) The directors had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively. f) The directors had laid down internal financial controls to be followed bythe company and that such internal financial controls are adequate and were operatingeffectively.

Green initiatives:

During fiscal 2011 we started a sustainability initiative with the aim of going greenand minimizing our impact on the environment. Like the previous years this year too weare publishing only the statutory disclosures in the print version of the Annual Report.Additional information is available on our websitewww.goldcoinhealthfoods.com Electroniccopies will be the Annual Report 2015-16 and Notice of the 27th Annual General Meeting aresent to all members whose email addresses are registered with the Company / DepositoryParticipant(s). For members who have not registered their email addresses physical copiesof the Annual Report 2016 and the Notice will be the27th Annual General Meeting are sentin the permitted mode. Members requiring physical copies can send a request to theCompany.

The Company provides e-voting facility to all its members to enable them to cast theirvotes electronically on all resolutions set forth in the Notice. This is pursuant toSection 108 of the Companies Act 2013 and Rule 20 of the Companies (Management andAdministration) Amendment Rules 2015. The instructions for e-voting are provided in theNotice.

Acknowledgment

The Directors express their sincere appreciation to the valued shareholders bankersand clients for their support.

MATERIAL FACTS OCCURRED AFTER MARCH 2016 AND UPTO 13th AUGUST 2016. (1) Sale ofImmovable Property :-

Company has pursuant to the authority given to the Board through Postal Ballot on 2ndFebruary 2016 has disposed off its immovable property situated at 20 Natraj EstateSanand. The realized value of property will be utilized for cattle farming for which thecompany will acquire the land either on purchase or lease. The cattle farming project willenhance the value of share stakeholders in the form of appropriate of capital.

(2) Suspension of trading and its revocation :-

The equity shares of company were suspended on 24 December 2015 which has been revokedon 22 June 2016.

For and on behalf of the Board of Directors
Date: 13th August 2016 Shri Devang P. Shah
Place: Ahmedabad Managing Director
DIN: 00633868

Secretarial Audit Report for the Financial Year ended 31st March 2016

(Pursuant to Section 204(1) of the Companies Act 2013 and Rule 9 of the Companies

(Appointment and Remuneration of Managerial Personnel) Rules 2014. To The Members ofGoldcoin Health Foods Limited 66/392 Pragati NagarNaranpura Ahmedabad - 380013Gujarat.

We have conducted the Secretarial Audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by Goldcoin Health Foods Limited(CIN: L15419GJ1989PLC012041) (hereinafter called the "Company"). SecretarialAudit was conducted in a manner that provided us with a reasonable basis for evaluatingthe corporate conducts /statutory compliances and expressing our opinion thereon.

Based on our verification of the Company's books papers minute books forms andreturns filed and other records maintained by the Company and also the information andexplanations provided by the Company its officers agents and authorized representativesduring the conduct of secretarial audit we hereby report that in our opinion the Companyhas during the audit period covering the financial year ended on 31st March 2016complied with the statutory provisions listed hereunder and also that the Company hasproper Board-processes and compliance-mechanism in place to the extent in the manner andsubject to the reporting made hereinafter : We have examined the books papers minutebooks forms and returns filed and other records maintained by Goldcoin Health FoodsLimited (CIN: L15419GJ1989PLC012041) for the financial year ended on 31st March 2016according to the provisions of: (i) The Companies Act 2013 (the Act) and the rules madethere under except Section 203 of Companies Act 2013 relating to the appointment of KeyManagerial Personnel i.e. Chief Financial Officer.

(ii) The Securities Contracts (Regulation) Act 1956 ('SCRA') and the rules made thereunder; (iii) The Depositories Act 1996 and the Regulations and Byelaws framed thereunder;

(iv) The following Regulations and Guidelines prescribed under the Securities andExchange Board of India Act 1992 ('SEBI Act') :

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares andTakeovers) Regulations 2011; (b) The Securities and Exchange Board of India (Prohibitionof Insider Trading) Regulations 1992; (c) The Securities and Exchange Board of India(Issue of Capital and Disclosure Requirements) Regulations 2009; (d) The Securities andExchange Board of India (Registrars to Issue and Share Transfer Agents) Regulations 1993regarding the Companies Act and dealing with client;

* The Secruities of the Company were suspended on 24th December 2015 and has beenrevoked on 22nd June 2016 after complying all the queries of Bombay Stock Exchange Limited(v) All relevant laws applicable to the Company as provided by the management hereunder :

A. TAXATION-DIRECT AND INDIRECT TAXATION (INCLUDING SALES TAX AND MUNICIPAL/LOCALLEVIES)

* Income Tax Act 1961 : Complied With

* Central Sales Tax Act 1956 : Complied With

* Customs Act 1962 : Complied With

B. GENERAL LAWS

* Shops and Establishment Act : Not Applicable

* Foreign Exchange Management Act : Not Applicable

C . APPLICABLE LOCAL / MUNICIPAL LAWS D. COMPETITION LAW

We have also examined compliance with the applicable clauses of the following:

(1) Secretarial Standards

The Secretarial Standards issued and notified by the Institute of Company Secretariesof India are not applicable for the financial year under review and were only optional.Therefore we have not commented on the said compliances.

(2) Listing Agreements

The Listing Agreements entered into by the Company with Bombay Stock Exchange (BSE).

During the period under review the Company has complied with the provisions of theActs Rules Regulations Guidelines Standards etc. mentioned above

We further report that:

The Board of Directors of the Company is duly constituted with proper balance ofExecutive Directors Non-Executive Directors and Independent Directors. The changes in thecomposition of the Board of Directors that took place during the period under review werecarried out in compliance with the provisions of the Act. Adequate notice is given to alldirectors to schedule the Board Meetings agenda and detailed notes on agenda were sent inadvance and a system exists for seeking and obtaining further information andclarifications on the agenda items before the me eting and for meaningful participation atthe meeting.

Majority decision is carried through as there are no dissenting members' views.

We further report that there are adequate systems and processes in the Companycommensurate with the size and operations of the Company to monitor and ensure compliancewith applicable laws rules regulations and guidelines.

We further report that during the audit period there were no specific events/actionssuch as Public Issue of Securities buy back merger amalgamation foreign technicalcollaborations etc. or any other major decisions in pursuance of section 180 of theCompanies Act 2013 which require compliance of applicable provisions thereof.

For D.N.MOTWANI & CO.
Date: 13th August 2016 D.N.MOTWANI
Place: Ahmedabad COMPANY SECRETARY
ACS NO. 5016
C.P NO. 2431