GOLDCREST CORPORATION LIMITED
Your Directors are pleased to present the 33rd Annual Report and Audited FinancialStatements on the business and operations of your Company for the year ended 31st March2016. Your Company has achieved yet another year of satisfactory performance in turnoverand profitability.
The Results of the Company for the Financial Year under review are summarized below:
| ||Year ended 31st March 2016 ||Year ended 31st March 2015 ||Year ended 31st March 2016 ||Year ended 31st March 2015 |
| ||( Rs. in Lacs) ||( Rs. in Lacs) ||( Rs. in Lacs) ||( Rs. in Lacs) |
| ||(Stand-alone) ||(Stand-alone) ||(Consolidated) ||(Consolidated) |
|INCOME || || || || |
|Turnover / Gross Income ||2311.20 ||3498.57 ||2311.20 ||3498.59 |
| ||2311.20 ||3498.57 ||2311.20 ||3498.59 |
|EXPENDITURE || || || || |
|Purchases ||882.44 ||1425.87 ||882.44 ||1425.87 |
|Changes in Inventories of Finished Goods ||1.03 ||1123.89 ||1.03 ||1123.89 |
|Employee Costs ||111.31 ||85.29 ||111.31 ||85.29 |
|Finance Charges ||0.07 ||4.88 ||0.07 ||4.88 |
|Depreciation ||39.70 ||37.35 ||39.70 ||37.35 |
|Diminution in value of stock ||12.73 ||20.43 ||12.73 ||20.43 |
|Bad Debts W/off ||- ||- ||- ||- |
|Administration Costs ||256.07 ||375.01 ||256.13 ||375.47 |
| ||1303.40 ||3072.76 ||1303.46 ||3073.22 |
|Profit Before Tax ||1007.79 ||425.81 ||1007.74 ||425.36 |
|Less: Provision for Taxation || || || || |
|Current Year Tax ||200.00 ||90.00 ||200.00 ||90.00 |
|Deferred Tax Liability ||(39.25) ||(42.71) ||(39.25) ||(42.71) |
|Profit After Tax ||847.04 ||378.52 ||846.99 ||378.07 |
|Add: Balance brought forward from previous year ||1502.69 ||1285.21 ||1499.78 ||1282.76 |
| ||2349.73 ||1663.73 ||2346.77 ||1660.83 |
|Assets with no useful life || ||(5.06) || ||(5.06) |
|Add: Amount recoverable from other beneficiary of Goldcrest Realty Trust ||- ||(31.19) ||- ||(31.19) |
|Profit available for appropriation ||2349.73 ||1627.48 ||2346.77 ||1629.64 |
|Appropriation: || || || || |
|Less : Excess Depreciation of Prior || || || || |
|Year W/Off ||- ||- ||- ||- |
|Short Tax provision w/off ||(0.26) ||(11.09) ||(0.26) ||(11.09) |
|Income Tax of A.Y.2011-12 of GTML ||(14.59) ||- ||(14.59) ||- |
|Wealth Tax of Previous Years from || || || || |
|A.Y.2011-12 to A.Y.2015-16 ||(0.45) ||- ||(0.45) ||- |
|IncomeTaxRefund of GRT from || || || || |
|A.Y. 2013-14 ||1.65 ||- ||1.65 ||- |
|Proposed Dividend on Shares / || || || || |
|Interim Dividend || || || || |
|on shares ||(94.46) ||(94.45) ||(94.45) ||(94.45) |
|Tax on Dividend ||(19.23) ||(19.23) ||(19.23) ||(19.23) |
|Balance carried forward to Balance Sheet ||2222.38 ||1502.69 ||2219.42 ||1499.78 |
| ||2349.73 ||1627.48 ||2346.77 ||1629.64 |
PERFORMANCE OF YOUR COMPANY CONSOLIDATED FINANCIAL RESULTS
The audited Consolidated Financial Statements of your Company as on 31st March 2016which form part of the Annual Report have been prepared pursuant to Regulation 33 SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 in accordance withprovisions of the Companies Act 2013 and in accordance with relevant Accounting Standardviz. AS-21 AS-23 and AS -27 issued by the Institute of Chartered Accountants of India.
Your Company recorded consolidated total revenue of Rs.2311.20 lacs as againstRs.3498.59 lacs in the previous year. The consolidated PAT stood at Rs.846.99 lacs.asagainst Rs.378.07 lacs in the previous year.
STANDALONE FINANCIAL RESULTS
On a standalone basis your Company registered total revenue of Rs.2311.20 lacs ascompared to Rs.3498.57 lacs in the previous year. The PAT is increased to Rs.847.04 lacsas compared to Rs.378.52 lacs in the previous year.
Pursuant to the approval of the Board of Directors on March 10 2016 your Company haddistributed an Interim Dividend of Rs.1.25 per share of face value of Rs.10/- each tothe shareholders who were on the Register of Members of the Company as on March 22 2016being the record date fixed by the Board of Directors for this purpose.
TRANSFER TO RESERVE
The Company proposes to retain Rs.719.69 lacs in the Profit & Loss Account(Surplus).
TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND
In terms of Section 125 of the Companies Act 2013 any unclaimed or unpaid dividendrelating to the financial year 2008-09 is due for remittance in to the Investor Educationand Protection Fund established by the Central Government. During the year the Companytransferred an amount of Rs.89469/- to the Investor Education and Protection Fund of theCentral Government being the unpaid and unclaimed dividend amount pertaining to finaldividend for the year 2007-08 on November 26 2015. The Company has uploaded the detailsof unpaid and unclaimed amounts lying with the Company as on December 4 2015 on theMinistry of Corporate Affairs website.
The extracts of Annual Return pursuant to the provisions of Section 92 read along withRule 12 of the Companies (Management and administration) Rules 2014 are furnished in"Annexure A" and is attached to this Report.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Mr. Tushar T. Tanna (DIN: 00170535) shall be liable to retire by rotation and beingeligible offers himself for re-appointment.
The Board adopted a formal mechanism for evaluating its performance and as well as thatof its Committees and Individual Directors including Independent Directors and includingthe Chairman of the Board. The exercise was carried out through a structured evaluationprocess covering various aspects of the Board functioning such as composition of the Board& committees experience & competencies performance of specific duties &obligations contribution at the meetings and otherwise independent judgment governanceissues etc. In a separate meeting of Independent Directors performance of Non-IndependentDirectors performance of the Board as a whole and performance of the Chairman was alsoevaluated.
SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES
The Company has 1 (One) Wholly Owned Subsidiary as on March 31 2016. There is noassociate company within the meaning of Section 2(6) of the Companies Act 2013. There hasbeen no material change in the nature of the business of the subsidiary.
Pursuant to the provisions of Section 129(3) of the Act a statement containing salientfeatures of the financial statements of the Companys subsidiary in Form AOC-1"Annexure B" is attached to the Financial Statements of the Company. Pursuant tothe provision of Section 136 of the Act the financial statements of the CompanyConsolidated Financial Statements along with relevant documents and separate auditedaccounts in respect of subsidiaries are available on the website of the Company.
During the year the Board of Directors has formulated a policy for determining MaterialSubsidiaries. The policy is disclosed on the companys website and is accessible onhttp://www.goldcrestgroup.com/wpcontent/files/
DIRECTORS RESPONSIBILITY STATEMENT
To the best of their knowledge and belief and according to the information andexplanations obtained by them your Directors make the following statement in terms ofSection 134 (5) of the Companies Act 2013; i. In the preparation of the Annual Accountsof the Company the applicable Accounting Standards have been followed; ii. The Directorshave selected such accounting policies and applied them consistently and made judgmentsand estimates that are reasonable and prudent so as to give a true and fair view of thestate of affairs of the Company at the end of the Financial Year Ended on 31st March 2016and the Profit or Loss for the year ended as on that date; iii. The Directors have takenproper and sufficient care for the maintenance of adequate accounting records inaccordance with the provisions of this Act for safeguarding the assets of the Company andpreventing and detecting fraud and other irregularities; iv. The Directors have preparedthe Annual Accounts on a going concern basis; v. The Directors have laid down internalfinancial controls to be followed by the company and have ensured that such internalfinancial controls are adequate and are operating effectively; vi. The Directors havedevised proper systems to ensure compliance with the provisions of all applicable laws andthat such systems are adequate and operating effectively.
MANAGEMENT DISCUSSION AND ANALYSIS
A brief composite summary of performance of the business and functions of the Companyis provided in a separate section and forms a part of this report.
Statements made in this report in describing the Companys objectivesprojections estimates expectations or predictions may be "forward-lookingstatements" within the meaning of applicable securities laws and regulations.Forward-looking statements are based on certain assumptions and expectations of futureevents. The Company cannot guarantee that these assumptions and expectations are accurateor will be realized by the Company. Actual results could differ materially from thoseexpressed in the statement or implied due to the influence of external and internalfactors that are beyond the control of the Company. The Company assumes no responsibilityto publicly amend modify or revise any forward-looking statements on the basis of anysubsequent developments information or events.
During the year under review your Company has not accepted any deposits within themeaning of provisions of Chapter V Acceptance of Deposits by Companies of theCompanies Act 2013 read with the Companies (Acceptance of Deposits) Rules 2014 asamended from time to time.
Pursuant to the provisions of Section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hadappointed M/s. C. J. GOSWAMI & ASSOCIATES Practicing Company Secretaries (CP No.33697) to undertake the Secretarial Audit of the Company. The Report of the SecretarialAudit Report is annexed herewith as "Annexure C".
The Auditors report and the Secretarial Audit report for the financial year endedMarch 31 2016 do not contain any qualifications or reservations.
Report on Corporate Governance and Certificate of the Auditors of the Company regardingcompliance of the conditions of Corporate Governance as stipulated in Schedule V of theSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 with the StockExchanges are enclosed as a separate section and form a part of this report.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTFLOW
The information required under Section 134 of the Companies Act 2013 read with theCompanies (Accounts) Rules 2014 with regard to Conservation of Energy & Technologyabsorption is not required to be given as the same is not applicable to the Company.
|Foreign Exchange Earning ||NIL |
|Foreign Exchange Outflow ||Rs.402737/- |
MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANYTHAT OCCURRED DURING THE FINANCIAL YEAR TO WHICH THESE FINANCIAL STATEMENTS RELATE AS ONTHE DATE OF THIS REPORT
No material changes and commitments affecting the financial position of the Companyoccurred during the financial year to which these financial statements relate as on thedate of this report.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALSIMPACTING THE GOING CONCERN STATUS OF THE COMPANY
There are no significant and material orders passed by the Regulators or Courts orTribunals which would impact the going concern status and the Companys futureoperations.
DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIALRESPONSIBILITY INITIATIVES
The Company has not developed and implemented any Corporate Social Responsibilityinitiatives as the said provisions are not applicable.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIESACT 2013
An amount of Rs.1500000/- (Rupees Fifteen Lakhs Only) was given on loan to RubmanPolymers Private Limited and Rs.5000000/- (Rupees Fifty Lakhs Only) was invested inGovernment Securities which is in accordance with Section 186 of the Companies Act 2013.The details of the same are provided in the standalone financial statements in Note No.18& 11.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
The related party transactions are entered on arms length basis in the ordinarycourse of business and are in compliance with the applicable provisions of section 188 ofthe Companies Act 2013 during the year under review. Accordingly the disclosure ofrelated party transactions as required under Section 134(3)(h) of the Companies Act 2013in Form AOC 2 is not applicable.
The Company has formulated a policy on materiality of Related Party Transactions anddealing with Related Party Transactions which has been uploaded on the Companyswebsite and can be accessed at http://www.goldcrestgroup.com/wp-content/files/RELATED_PARTY_TRANSACTIONS_POLICY.pdf.
AUDITORS AND AUDITORS REPORT
M/s. Ramesh M. Sheth & Associates Chartered Accountants (Firm registrationNo.111883W) and Statutory Auditors of your Company hold office until conclusion of theensuing Annual General Meeting and are eligible for re-appointment. They have confirmedtheir eligibility to the effect that their appointment if made would be within theprescribed limits under the act and that they are not disqualified for re-appointmentsubject to approval of shareholders.
The Audit Committee and the Board of Directors recommend to ratify the appointment ofM/s. Ramesh M. Sheth & Associates Chartered Accountants as Statutory Auditors of theCompany to hold office from the conclusion of this Annual General Meeting till theconclusion of the 34th Annual General Meeting of the Company to be held in the financialyear 2017. The notes to the Financial Statements referred to in the Auditors Report areself-explanatory and do not call for any further comments under Section 134 of theCompanies Act 2013.
NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW
The Company had 5 Board meetings during the financial year under review. The details ofthe meetings of the board held during the financial year form a part of CorporateGovernance Report.
COMPANYS POLICY RELATING TO DIRECTORS APPOINTMENT PAYMENT OF REMUNERATIONAND DISCHARGE OF THEIR DUTIES
The Companys Policy relating to appointment of Directors payment of managerialremuneration Directors qualifications positive attributes independence ofDirectors and other related matters as provided under Section 178(3) of the Companies Act2013 is furnished in "Annexure A" and is attached to this report.
INDEPENDENT DIRECTORS MEETING
The Independent Directors met on January 28 2016 without the attendance ofNon-Independent Directors and members of the Management. The Independent Directorsreviewed the performance of non-independent directors and the Board as a whole; theperformance of the Chairman of the Company taking into account the views of ExecutiveDirectors and Non-Executive Directors and assessed the quality quantity and timeliness offlow of information between the Companys Management and the Board which is necessaryfor the Board to effectively and reasonably perform their duties.
DECLARATION BY INDEPENDENT DIRECTORS
The Company has received declarations from all the Independent Directors of the Companyconfirming that they met with the criteria of independence as prescribed under sub-section(6) of Section 149 of the Companies Act 2013 and as per SEBI (Listing Obligation andDisclosure Requirement) Regulation 2015 ("Listing Regulation 2015").
COMMITTEES OF THE BOARD
Details of the various committees constituted by the Board of Directors as per theprovisions of Schedule II of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 and Companies Act 2013 are given in the Corporate Governance Reportwhich forms a part of this report.
ESTABLISHMENT OF VIGIL MECHANISM
Your Company has laid down a Whistle Blower Policy covering the Vigil Mechanism withprotective Clauses for Whistle Blowers. The Whistle Blower Policy is made available on thewebsite of the Company and can be accessed at http://www.goldcrestgroup.com/wp-content/files/Whistle_Blower_Policy.pdf.
The Board of the Company has formed a Risk Management Committee to frame implement andmonitor the risk management plan for the company. The Committee is responsible forreviewing the risk management plan and ensuring its effectiveness. The Audit Committee hasadditional oversight in the area of financial risks and controls. Major risks identifiedby the businesses and functions are systematically addressed through mitigating actions ona continuing basis.
The Company manages monitors and reports on the principal risks and uncertainties thatcan impact its ability to achieve its strategic objectives. The Companys managementregularly reviews systems organizational structures processes standards codes ofconduct and behaviours that govern how the Company conducts its business and managesassociated risks.
PREVENTION OF SEXUAL HARASSMENT IN THE WORKPLACE
The Company has zero tolerance on sexual harassment in the workplace. During the yearunder review there were no cases filed pursuant to the Sexual Harassment of Women at theWorkplace (Prevention Prohibition and Redressal) Act 2013.
REMUNERATION RATIO OF THE DIRECTORS / KEY MANAGERIAL PERSONNEL (KMP) / EMPLOYEES:
The information required pursuant to Section 197 read with Rule 5 of The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 and Companies(Particulars of Employees) Rules 1975 in respect of employees of the Company andDirectors is furnished hereunder: (A) Information pursuant to Section 197 of the CompaniesAct 2013 read with Rule 5(1) of The Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014: i. The ratio of the remuneration of each Director to the medianremuneration of the employees of the Company for the financial year 2015-16 and thepercentage increase in remuneration of each Director Chief Financial Officer ChiefExecutive Officer Company Secretary in the financial year 2015-16:
|Name of Director & KMP ||Ratio of Remuneration of each Director/to median remuneration of Employees ||% increase in remuneration in the financial year |
|Executive Directors : || || |
|Mrs. Anupa Tanna Shah ||5.84 ||Nil |
|Non-Executive Directors : || || |
|Mr. Tushar Tanna ||0.58 ||Nil |
|Mr. Kishore Vussonji ||0.58 ||Nil |
|Mr. Shirish Kamdar ||0.58 ||Nil |
|Key Managerial Personnel : || || |
|Mrs. Anupa Tanna Shah (M.D & CEO) ||5.84 ||Nil |
|Mr. Manish Chheda (CFO) ||3.65 ||0.47 |
|Ms. Marisa Gonsalves (CS) ||1.46 ||0.12 |
ii. The median remuneration of employees of the Company during the financial year wasRs.17115/-. iii. The percentage increase in the median remuneration of employees in thefinancial year: 8.82% iv. The number of permanent employees on the rolls of Company: 12 ason 31st March 2016. v. The explanation on the relationship between average increase inremuneration and Company performance: The average increase in remuneration is closelylinked to and driven by achievement of annual corporate goals and overall businessfinancial and operational performance of the Company. vi. Comparison of the remunerationof the key managerial personnel against the performance of the Company: The totalremuneration of key managerial personnel increased by 11.65% in 2015-16 whereas during theyear under review the Company registered a profit after tax of Rs.847.04 lacs as comparedto profit after tax of Rs. 378.52 lacs in the previous year being an increase of 123.77%vii. Variations in the market capitalisation of the Company and price earnings ratio as onthe closing date of the current financial year and previous financial year:
|Particulars ||31st March 2016 ||31st March 2015 ||% Change |
|Market Capitalisation (in Crores) ||22.02 Crores ||20.93 Crores ||5.21% |
|Price Earning Ratio ||2.60 ||5.53 ||(52.98%) |
viii. Percentage increase over decrease in the market quotations of the shares of theCompany in comparison to the rate at which the Company came out with the last publicoffer: The Market Price of Companys share as on 31 March 2016 was Rs.29.15 on BSELimited.
The Company has not made any public offer in the recent past and accordinglycomparison of public offer price and the current market price of the Companys sharesis not relevant ix. Average percentile increase made in the salaries of employees otherthan the managerial personnel in the last financial year i.e. 2015-16 was 9.96% whereasincrease in the managerial remuneration for the same financial year was 11.65%. x. The keyparameters for any variable component of remuneration availed by the Directors: Nil xi.The ratio of the remuneration of the highest paid Director to that of the employees whoare not Directors but receive remuneration in excess of the highest paid Director duringthe year: N.A. xii. Affirmation that the remuneration is as per the Remuneration Policy ofthe Company (Annexure D).
It is confirmed that the remuneration is as per the Remuneration Policy of the Company.
(B) The information pursuant to Section 197 of the Companies Act 2013 read with Rule5(2) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014is not applicable since during the year under review none of the employees of the Companywas in receipt of remuneration in excess of the limits specified whether employed for thewhole year or part thereof.
INTERNAL FINANCIAL CONTROL
The Directors had laid down internal financial controls to be followed by the companyand such policies and procedures adopted by the company for ensuring the orderly andefficient conduct of its business including adherence to Companys policies theprevention and detection of frauds and errors the accuracy and completeness of theaccounting records and the timely preparation of reliable financial information. TheAudit Committee evaluates the internal financial control system periodically.
Your Directors acknowledge with gratitude the co-operation and assistance given by theBankers Distributors Customers Investors BSE Ltd. National Securities DepositoryLtd. Central Depository Services (India) Ltd. and R & T Agent during the year underreview and are confident that your Company will continue to receive such support in theyears ahead. The Directors also wish to thank all the employees for their contributionhigh degree of commitment support and continued co-operation throughout the year.
|FOR AND ON BEHALF OF THE BOARD OF DIRECTORS |
|TUSHAR TULSIDAS TANNA |
|DIN: 00170535 |
|Place: Mumbai. |
|Date: May 20 2016 |