GOLDCREST CORPORATION LIMITED
Your Directors are pleased to present the 34th Annual Report and AuditedFinancial Statements for the financial year ended 31st March 2017.
The Results of the Company for the Financial Year under review are summarized below:
| ||STANDALONE ||CONSOLIDATED |
| ||Year ended 31st March 2017 ||Year ended 31st March 2016 ||Year Ended 31st March 2017 ||Year Ended 31st March 2016 |
|INCOME || || || || |
|Turnover / Gross Income ||955.60 ||2311.20 ||968.68 ||2311.20 |
| ||955.60 ||2311.20 ||968.68 ||2311.20 |
|EXPENDITURE || || || || |
|Purchases ||427.64 ||882.44 ||427.64 ||882.44 |
|Changes in Inventories of Finished Goods ||(308.00) ||1.03 ||(308.00) ||1.03 |
|Employee Costs ||175.45 ||111.31 ||175.45 ||111.31 |
|Finance Charges ||2.12 ||0.07 ||2.12 ||0.07 |
|Depreciation ||41.67 ||39.70 ||41.67 ||39.70 |
|Diminution in Value of Stock ||6.59 ||12.73 ||6.59 ||12.73 |
|Other Expenses ||312.27 ||256.07 ||325.51 ||256.13 |
| ||657.74 ||1303.40 ||670.98 ||1303.46 |
|Profit Before Tax ||297.86 ||1007.79 ||297.69 ||1007.74 |
|Less: Provision for Taxation || || || || |
|Current Year Tax ||60.50 ||200.00 ||60.50 ||200.00 |
|Deferred Tax Liability ||(29.47) ||(39.25) ||(29.47) ||(39.25) |
|Profit After Tax ||266.83 ||847.04 ||266.67 ||846.99 |
|Add: Balance brought forward from previous year ||2222.38 ||1502.69 ||2219.42 ||1499.78 |
|Profit available for appropriation ||2489.21 ||2349.73 ||2486.09 ||2346.77 |
PERFORMANCE OF YOUR COMPANY
CONSOLIDATED FINANCIAL RESULTS
The audited Consolidated Financial Statements of your Company as on 31st March 2017which 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 .968.68 lacs as against Rs .2311.20 lacs in the previous year. The consolidated PAT stood at Rs . 266.67 lacs asagainst 846.99 lacs in the previous year.
STANDALONE FINANCIAL RESULTS
On a standalone basis your Company registered total revenue of Rs .955.60 lacs ascompared to Rs .2311.20 lacs in the previous year. The PAT is decreased to Rs . 266.84lacs as compared to Rs .847.05 lacs in the previous year.
Your Directors are pleased to recommend a dividend of 5% ( Rs .0.50 per equity share ofRs .10/- each) on the equity shares out of the profits of the Company for the currentfinancial year. The said dividend if approved and declared in the forthcoming AnnualGeneral Meeting would result in a dividend outflow of Rs .37.78 lacs and dividenddistribution tax of Rs .7.66 lacs aggregating to a total outflow of Rs .45.45 lacs and forthe previous year dividend outflow was of Rs .94.45lacs and dividend distribution tax ofRs .19.23 lacs aggregating to a total outflow of Rs .113.68 lacs
TRANSFER TO RESERVE
The Company does not propose to transfer any amount to the General Reserve out of theamount available for appropriations.
TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND
In terms of Section 125 of the Companies Act 2013 the unclaimed or unpaid dividendrelating to the financial year 2009-10 was due for remittance in to the Investor Educationand Protection Fund established by the Central Government.
During the year the Company transferred an amount of Rs .98481/- to the InvestorEducation and Protection Fund of the Central Government being the unpaid and unclaimeddividend amount pertaining to final dividend for the year 2008-09 on November 11 2016.The Company has uploaded the details of unpaid and unclaimed amounts lying with theCompany as on November 23 2016 on the Ministry of Corporate Affairs' website.
Pursuant to the provisions of the Companies Act 2013 read along with the InvestorEducation and Protection Fund Authority (Accounting Audit Transfer & Refund) Rules2016 (the "Rules") notified by the Ministry of Corporate Affairs effectiveSeptember 7 2016 the rules inter alia contain provisions for transfer of all shares inrespect of which dividend has not been paid or claimed by the shareholder for sevenconsecutive years to Investor Education and Protection Fund (IEPF) set up by the CentralGovernment. Accordingly the Company has sent individual communication to thoseshareholders whose shares are liable to be transferred to IEPF under the said Rules attheir latest available address. The Company has uploaded the relevant details as may berequired of such shareholders and shares due for transfer to IEPF on its websitewww.goldcrestgroup.com. Shareholders are requested to refer to the pagehttp://www.goldcrestgroup.com/product-and-services/iepf/ on the website of the Company toverify the details of the shares liable to be transferred to the IEPF suspense account.The Shareholders are requested to claim the same so that the shares are not transferred tothe IEPF account. The due date to transfer shares to the IEPF suspense account will benotified soon by the Ministry of Corporate Affairs.
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) resigned as Chairman (Non-ExecutiveNon-Independent Director) w.e.f. March 31 2017. Mrs. Anupa Tanna Shah (DIN: 01587901)shall be liable to retire by rotation and being eligible offers herself forre-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 Company as on March 31 2017. There isno associate company within the meaning of Section 2(6) of the Companies Act 2013. Therehas been 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 Company's subsidiary in Form AOC-1"Annexure B" is attached to the financial statements of the Company.
Pursuant to the provision of Section 136 of the Act the financial statements of theCompany consolidated financial statements along with relevant documents and separateaudited accounts in respect of subsidiaries are available on the website of the Company.
The policy for determining material subsidiaries are in place and the same has beendisclosed on the company's website and is accessible onhttp://www.goldcrestgroup.com/wpcontent/files/POLICY_FOR_DETERMINING_MATERIAL_SUBSIDIARIES.pdf
DIRECTOR'S 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 Accounts of the Company the applicable AccountingStandards have been followed;
ii. The Directors have selected such accounting policies and applied them consistentlyand made judgments 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 ended on31st March 2017 and the profit for the year ended as on that date;
iii. The Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the Company and preventing and detecting fraud and other irregularities;
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 have ensured that such internal financial controls are adequate and areoperating effectively;
vi. The Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that 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 describing the Company's objectives projectionsestimates expectations or predictions may be forward-looking statements within themeaning of applicable securities laws and regulations. Forward-looking statements arebased on certain assumptions and expectations of future events. The Company cannotguarantee that these assumptions and expectations are accurate or will be realized by theCompany. Actual results could differ materially from those expressed in the statement orimplied due to the influence of external and internal factors that are beyond the controlof the Company. The Company assumes no responsibility to publicly amend modify or reviseany forward-looking statements on the basis of any subsequent developments information orevents.
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 Auditor's report and the Secretarial Audit report for the financial year endedMarch 31 2017 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 regards 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 .545964/- |
MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY THAT OCCURRED DURING THE FINANCIAL YEAR TO WHICH THESE FINANCIAL STATEMENTS RELATEAS ON THE 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 Company's future operations.
CORPORATE SOCIAL RESPONSIBILITY.
The Company has developed and implemented Corporate Social Responsibility initiativesas the said provisions are applicable to the Company. The Company has formulated a policyon Corporate Social Responsibility which has been uploaded on the Company's website andcan be accessed at http://www.goldcrestgroup.com/wp-content/files/Corporate_Social_Responsibility_Policy.pdf.
As per the Companies Act 2013 all companies having a net worth of Rs .500 crore ormore or a turnover of Rs .1000 crore or more or a net profit of Rs . 5 crore or moreduring any financial year are required to constitute a CSR committee of the Board ofDirectors comprising three or more directors at least one of whom should be anindependent director. All such companies are required to spend at least 2% of the averagenet profits of their three immediately preceding financial years on CSR-relatedactivities. Accordingly the Company was required to spend Rs .1158235 towards CSRactivities however the company has spent an amount of Rs .1220000 which is more thanthe amount required to be spend by the company which was utilized on activities specifiedin Schedule VII of the Companies Act 2013. The Annual Report on CSR activities containingdetails of expenditure incurred by the Company and brief details on the CSR activities aregiven in "Annexure E".
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIESACT 2013.
Loans given and Investments made during the year are given under the respective heads.
|Sr. No. Particulars ||As at March 31 2016 ||As at March 31 2017 |
|1 Genteel Trading Company Pvt. Ltd. @ 12% (Loan) ||10000000 ||Nil |
|2 Goldcrest Pune LLP (Investment) ||99990 ||99990 |
PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES.
The related party transactions were entered into on an arm's length basis in theordinary course of business and are in compliance with the applicable provisions ofsection 188 of the Companies Act 2013 during the year under review. Accordingly thedisclosure of related party transactions as required under Section 134(3)(h) of theCompanies Act 2013 in 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 Company's websiteand can be accessed athttp://www.goldcrestgroup.com/wp-content/files/RELATED_PARTY_TRANSACTIONS_POLICY.pdf
AUDITORS AND AUDITORS REPORT.
Under Section 139 of the Companies Act 2013 and the Rules made thereunder it ismandatory to rotate the statutory auditors on completion of the maximum term permittedunder the said section. The audit committee of the Company has proposed and on August 142017 the Board of Directors of the Company has recommended the appointment of M/s. PankajP. Sanghavi & Co. as the statutory auditors of the Company. M/s. Pankaj P. Sanghavi& Co.have confirmed their eligibility to the effect that their appointment if madewould be within the prescribed limits under the act and that they are not disqualified forthe appointment as Statutory Auditors of the Company.
M/s. Pankaj P. Sanghavi& Co. will hold office for a period of five (5) consecutiveyears from the conclusion of the 34th Annual General Meeting to be held onSeptember 29 2017 till the conclusion of the 39th Annual General Meeting tobe held in the year 2022 subject to the approval of the shareholders of the Company atthe 34th Annual General Meeting to be held on September 29 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 4 Board meetings during the financial year under review. The details ofthe meetings of the board held during the financial year form a part of the CorporateGovernance Report.
COMPANY'S POLICY RELATING TO DIRECTORS' APPOINTMENT PAYMENT OF REMUNERATION ANDDISCHARGE OF THEIR DUTIES
The Company's Policy relating to appointment of Directors payment of managerialremuneration Directors' qualifications positive attributes independence of Directorsand other related matters as provided under Section 178(3) of the Companies Act 2013 isfurnished in "Annexure A" and is attached to this report.
INDEPENDENT DIRECTORS MEETING
The Independent Directors met on January 31 2017 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 Company's Management and the Board that is necessary forthe Board to effectively and reasonably perform their duties.
FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS
In compliance with the requirements of the SEBI (LODR) Regulations the Company has putin place a Familiarisation Programme for the Independent Directors to familiarize themwith the Company their roles rights responsibilities in the Company nature of theindustry in which the Company operates business model etc. The detail of such programmeis available on the website of the company and may be accessed through the web linkhttp://www.goldcrestgroup.com/wp-content/files/Familiarization_Programme.pdf.
DECLARATION BY INDEPENDENT DIRECTORS
The Company has received declaration 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 THE 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 athttp://www.goldcrestgroup.com/wp-content/files/Whistle_Blower_Policy.pdf.
The Board of the Company has voluntarily formed a Risk Management Committee to frameimplement and monitor the risk management plan for the company. The Committee isresponsible for reviewing the risk management plan and ensuring its effectiveness. TheAudit Committee has additional oversight in the area of financial risks and controls.Major risks identified by the businesses and functions are systematically addressedthrough mitigating actions on a continuing basis.
Your Company manages monitors and reports on the principal risks and uncertaintiesthat can impact its ability to achieve its strategic objectives. The Company's 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
Your 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 Companies Act 2013 read with Rule 5(1)of The Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014:
i. The ratio of the remuneration of each Director to the median remuneration of theemployees of the Company for the financial year 2016-17 and the percentage increase inremuneration of each Director Chief Financial Officer Chief Executive Officer CompanySecretary in the financial year 2016-17:
|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 ||26.8 ||Nil |
|Non-Executive Directors || || |
|Mr. Tushar Tanna ||0.54 ||Nil |
|Mr. Kishore Vussonji ||0.54 ||Nil |
|Mr. Shirish Kamdar ||0.54 ||Nil |
|Key Managerial Personnel || || |
|Mrs. Anupa Tanna Shah (M.D.& CEO) ||26.8 ||21.44 |
|Mr. Manish Chheda (CFO) ||4.23 ||0.45 |
|Ms. Marisa Gonsalves (CS) ||1.54 ||0.20 |
i. The median remuneration of employees of the Company during the financial year was Rs.18656/-.
ii. The percentage increase in the median remuneration of employees in the financialyear: 9%
iii. The number of permanent employees on the rolls of Company: 11 as on 31st March2017.
iv. Average percentile increase made in the salaries of employees other than themanagerial personnel in the last financial year i.e. 2016-17 was 9.70% whereas increase inthe managerial remuneration for the same financial year was 210.85%.
v. Affirmation that the remuneration is as per the Remuneration Policy of the Company(Annexure D).
It is confirmed that the remuneration is as per the Remuneration Policy of the Company.
The information pursuant to Section 197 of the Companies Act 2013 read with Rule 5(2)of The Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is notapplicable since during the year under review none of the employees of the Company was inreceipt of remuneration in excess of the limits specified whether employed for the wholeyear 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 Company's 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 cooperation throughout the year.
FOR AND ON BEHALF OF THE BOARD OF DIRECTORS
|ANUPA TANNA SHAH ||SHIRISH B. KAMBAR |
|MANAGING DIRECTOR ||DIRECTOR |
|DIN: 01587901 ||DIN: 00253511 |
|Place: Mumbai. ||Place: Mumbai. |
|Date: 14th August 2017 ||Date: 14th August 2017 |