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Golden Carpets Ltd.

BSE: 531928 Sector: Industrials
NSE: N.A. ISIN Code: INE595D01015
BSE 14:06 | 18 Jan 5.16 0.06
(1.18%)
OPEN

5.16

HIGH

5.16

LOW

5.16

NSE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 5.16
PREVIOUS CLOSE 5.10
VOLUME 11
52-Week high 7.35
52-Week low 3.17
P/E
Mkt Cap.(Rs cr) 3
Buy Price 0.00
Buy Qty 0.00
Sell Price 5.16
Sell Qty 2189.00
OPEN 5.16
CLOSE 5.10
VOLUME 11
52-Week high 7.35
52-Week low 3.17
P/E
Mkt Cap.(Rs cr) 3
Buy Price 0.00
Buy Qty 0.00
Sell Price 5.16
Sell Qty 2189.00

Golden Carpets Ltd. (GOLDENCARPETS) - Director Report

Company director report

Dear Members

We have pleasure in presenting the Twenty Third (23rd) Annual Report on thebusiness and operations of the Company and Financial Results for the year ended 31stMarch 2017.

FINANCIAL RESULTS:

The financial performance of the Company for the financial year ended 31stMarch 2017 is summarized below:- Rs. In Lakhs.

S.No Particulars Year ended 31.03.2017 Year ended 31.03.2016
1 Sales 67.8 65.76
2 Other Income 13.61 28.79
3 Total Income (1+2) 81.41 94.55
4 Total Expenses other than interest 105.90 137.41
5 Interest 0 0
6 Total Expenses other than Depreciation 105.90 83.85
7 Depreciation 19.76 53.56
8 Miscellaneous Expenditure Written off 0 0
9 Profit/ (Loss) before tax -44.24 -42.86
10 Provision for tax: MAT 0 0
11 Deferred Tax(Liability)/Asset 13.67 95.46
12 Profit/(Loss) for the year after tax 30.57 52.60

During the financial year ended as on 31stMarch 2017 the Company recordeda total revenue of Rs. 81.41 (Previous financial year Rs. 94.55) and earned Net Loss aftertaxes of Rs. 30.57 (Previous Year Net Loss after tax of Rs. 52.60).

EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENT:

There were no significant material changes and commitments affecting financial positionof the company between 31st March 2017 and the date of Board’s Report.

CHANGE IN THE NATURE OF BUSINESS IF ANY:

There was no change in the nature of business of the Company during the financial year.

SHARE CAPITAL:

The Authorized Share Capital of the Company as on 31st March 2017 was Rs.105000000/-divided into 10500000 equity shares of Rs. 10/- each.

The Paid up Capital of the Company is Rs. 64901590 divided into 6490159 EquityShares of Rs. 10/- each.

RESERVES:

Your Directors does not propose to carry any amount to General Reserve Account in viewof insufficient profits.

DIVIDEND:

In view of insufficient profits for the year under review the Board is unable torecommend dividend.

CORPORATE GOVERNANCE REPORT:

A separate report on Corporate Governance is enclosed as a part of this Annual Report.A certificate from the Auditors of the Company regarding compliance with CorporateGovernance norms stipulated under the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015is annexed to the Report on Corporate Governance.(AnnexureI)

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report for the year under review as stipulatedunder Regulation 34 of the SEBI (LODR) Regulations 2015is presented in a separate sectionforming part of the Annual Report.(Annexure II)

DIRECTORS AND KEY MANAGERIAL PERSONNEL: A. RETIREMENT BY ROTATION:

Pursuant to provisions of the Companies Act 2013 Mrs. Meena Bhushan (DIN:02454919) Director will retire at thisAnnual General Meeting and being eligibleoffers herself for reappointment. The Board recommends her re -appointment.

B. APPOINTMENT: i. In accordance with the provisions of the Companies Act 2013 andin terms of Articles of Association of the Company Mr. Srikrishna Naik was re-appointedas the Managing Director of the Company at the Board meeting held on 10thAugust 2017 subject to the approval of members at the ensuing Annual General Meeting.

Board of Directors recommends the above re-appointment and brief profile of Mr.Srikrishna Naik is given in the Corporate Governance report attached to this report. ii.Mr. Suryanarayana Murthy Krovi (DIN 02008285) was appointed as an Additional Director whoshall hold office till the date of this Annual General Meeting. A member proposed hiscandidature for appointment at the ensuing Annual General Meeting.

In terms of the Companies Act 2013 Mr. Suryanarayana Murthy Krovi is proposed to beappointed as independent Director for a term of 5 years not liable for retirement byrotation.

C. CESSATION:

The Directorship of Mr. Pramod Hariharrao Puradupadhye becomes vacant due his demise on17th January 2017

D. EVALUATION OF THE BOARD’S PERFORMANCE:

During the year the Board adopted a formal performance evaluation policy forevaluating its performance and as well as that of its Committees and individual Directorsincluding the Chairman of the Board. The exercise was carried out through a structuredevaluation process covering various aspects of the Board’s functioning such ascomposition of the Board & committees experience & competencies performance ofspecific duties & obligations 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 independentjudgment etc. The evaluation of the Independent Directors and that of the Chairman wascarried out by the entire Board excluding the Director being evaluated and the evaluationof Non-Independent Directors was carried out by the Independent Directors. A separatemeeting of Independent Directors was also held during the year wherein the performance ofChairman Board and Executive Directors was evaluated. The Directors were satisfied withthe evaluation results which reflected the overall engagement of the Board and itsCommittees with the Company.

E. DECLARATION BY INDEPENDENT DIRECTORS:

All the Independent Directors of the Company have given declaration stating that theymeet the criteria of independence as provided under Companies Act 2013 and Regulation16(1)(b) of theSEBI (Listing Obligations and Disclosures Requirements) Regulations 2015.

F. FAMILIARIZATION PROGRAMME OF INDEPENDENT DIRECTORS:

As required under Regulation 25(7) of the SEBI (Listing Obligations and DisclosuresRequirements) Regulations 2015 each newly appointed Independent Director is takenthrough a formal induction program including the presentation from the Managing Directoron the Company’s manufacturing marketing finance and other important aspects.Theinduction for Independent Directors include interactive sessions with Executive CommitteeMembers Business and Functional Heads visit to the manufacturing site etc.

POLICIES:

A. REMUNERATION POLICY

The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration as required under Sec 178 of the Companies Act 2013 and Regulation 19(4)read with Schedule II of the SEBI (Listing Obligations and Disclosures Requirements)Regulations 2015. The Remuneration Policy is attached to this report (AnnexureIII).

B. VIGIL MECHANISM/WHISTLE BLOWER POLICY:

The Company has formulated a Whistle blower policy and has established vigil mechanismfor employees including Directors of the Company to report genuine Concerns. Theprovisions of this Policy are in line with the provisions of the Section 177(9) of theAct.

C. POLICY ON BOARD DIVERSITY:

The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy on Board Diversity as required Regulation 19(4) read with Part D ofSchedule IIof the SEBI (Listing Obligations and Disclosures Requirements) Regulations2015.

D. RISK MANAGEMENT POLICY:

The Board of Directors has adopted an Enterprise Risk Management Policy framed by theCompany whichidentifies the risk and lays down the risk minimization procedures. Theseprocedures are periodically reviewedto ensure that executive management controls riskthrough means of a properly defined framework.

E. PRESERVATION OF DOCUMENTS AND ARCHIVAL POLICY:

The Company has formulated a Policy pursuant to Regulation 9 and 30(4) of the SEBI(Listing obligations and Disclosure Requirements) Regulations 2015 on Preservation of theDocuments to ensure safekeeping of the records and safeguard the Documents f rom gettingmanhandled while at the same time avoiding superfluous inventory of Documents.

F. POLICY ON DISCLOSURE OF MATERIAL EVENTS/INFORMATION:

The Policy is framed in accordance with the requirements of the Regulation 30 of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015. The objective of thePolicy is to determine materiality of events or information of the Company and to ensurethat such information is adequately disseminated in pursuance with the Regulations and toprovide an overall governance framework for such determination of materiality.

G. POLICY ON RELATED PARTY TRANSACTIONS:

The Board of Directors has adopted a Policy on materiality of and dealing with relatedparty transactions. No material contract or arrangements with related parties were enteredinto during the year under review.

Your Company’s Policy on Related Party Transactions as adopted by your Board canbe accessed on the Company’s website.

H. INSIDER TRADING POLICY:

The Board of Director has adopted the Insider Trading Policy in accordance with therequirement of the SEBI (Prohibition of Insider Trading) Regulations 2015. The InsiderTrading policy of the Company lays down guidelines & procedures to be followed anddisclosures to be made while dealing with the shares of the Company as well as theconsequences of the violations. The policy has been formulated to regulate monitor andensure reporting of deals by employees and to maintain highest ethical standards ofdealing in Companies shares.

The Insider Trading Policy of the company covering code of practices and procedures forfair disclosure of unpublished price sensitive information and code of conduct forpreventing of insider trading same is available on our website.

I. AUDITORS & AUDITORS’ REPORT: A. STATUTORY AUDITORS:

Pursuant to the provisions of Section 139 and other applicable provisions if any ofthe Companies Act 2013 read with rules made thereunder M/s L S Reddy & AssociatesChartered Accountants who were appointed as Statutory auditor of the company for a periodof five years from the conclusion of 21st Annual General Meeting till theconclusion of 26th Annual General Meeting be and is hereby ratified and theremuneration payable shall be as may be agreed upon between the Board of Directors andAuditors in addition to the reimbursement of service tax and actual out of pocket expensesincurred in relation with the audit of accounts of the Company.

The Auditors’ Report does not contain any reservation qualification or adverseremarks. B. SECRETARIAL AUDITOR:

During the year the Company has appointed Mr. Mahesh N. Company Secretary (MembershipNo. A38360 C P No. 17252) as Secretarial Auditor. The Secretarial Audit report for thefinancial year 2016-17 is annexed herewith to this Report. (Annexure IV)

Qualifications/ Remarks Replies
1. The Company has not appointed Whole Time Company Secretary as required under Section 203 of Companies Act 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014. Since your company operations are limited and the company is running into losses the company has not appointed a whole-time company secretary and an Internal Auditor.
2. The Company has not appointed Internal Auditor as required under the provisions of Section 138 read with Rule 13 of the Companies (Accounts) Rules 2014. However Company has appointed R & A Associates Company Secretaries Firm as consultants to advice on thesecretarial compliances and the listing compliances

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 statements in terms ofSection 134(3)(c) of the Companies Act 2013:

a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;

b) the directors had 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 and ofthe profit and loss of the company for that period;

c) the directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;

d) the directors had prepared the annual accounts on a going concern basis;

e) the directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively; and

f) the directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.

NAMES OF THE SUBSIDIARIES/ASSOCIATES/JOINT VENTURES:

No companies have become or ceased to be as its Subsidiaries joint ventures orassociate companies during the financial year.

CORPORATE SOCIAL RESPONSIBILITY:

The Company is not required to constitute a Corporate Social Responsibility Committeeas it does not fall within purview of Section 135(1) of the Companies Act 2013 and henceit is not required to formulate policy on Corporate Social Responsibility.

RELATED PARTY TRANSACTIONS:

There was no contract or arrangements made with related parties as defined underSection 188 of the Companies Act 2013 during the year under review.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO:

The particulars relating to conservation of energy technology absorption foreignexchange earnings and outgo is annexed and marked and forms part of this Report. (AnnexureV)

INTERNAL FINANCIAL CONTROLS:

The Company has in place adequate internal financial controls with reference tofinancial statements. During the year such controls were tested and no reportablematerial weakness in the design or operation was observed.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186:

The Company has not given any loan given guarantee or provided security or made anyinvestments pursuant to the provisions of Section 186 of Companies Act 2013.

DISCLOSURE PERTAINING TO SEXUAL HARRASMENT OF WOMEN AT WORKPLACE:

Your Company has always believed in providing a safe and harassment free workplace forevery individual working in premises through various interventions and practices. TheCompany always endeavours to create and provide an environment that is free fromdiscrimination and harassment including sexual harassment.

Also there were no complaints reported under the Prevention of Sexual Harassment ofWomen at Workplace (Prevention Prohibition and Redressal) Act 2013.

DISCLOSURES:

A. EXTRACT OF ANNUAL RETURN:

Extract of Annual Return of the Company is annexed herewith to this Report. (AnnexureVI)

B. COMMITTEES OF THE BOARD:

Currently the Board has three Committees:

1. The Audit Committee

2. The Nomination and Remuneration Committee

3. Stakeholders relationship committee

1. COMPOSITION OF AUDIT COMMITTEE:

Currently the Audit Committee consists of the following members:

a. Mrs. Meena Kerur

b. Mr. Ramana Naik

c. Mr. Pramod Hariharrao Puradupadhye (Upto 17th January 2017)

The above composition of the Audit Committee consists of independent Directors viz.Mr. Pramod Hariharrao Puradupadhye and Mr. Ramana Naik who form the majority.

2. COMPOSITION OF NOMINATION AND REMUNERATION COMMITTEE:

The Company’s 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 III and is attached to this report.

Currently the Nomination and Remuneration Committee consists of the following members-

a. Mrs. Meena Kerur

b. Mr. Ramana Naik

c. Mr. Pramod Hariharrao Puradupadhye (Upto 17th January 2017)

3. COMPOSITION OF STAKEHOLDERS RELATIONSHIP COMMITTEE:

Currently the Stakeholders Relationship Committee consists of the following members-

a. Mrs. Meena Kerur

b. Mr. Ramana Naik

c. Mr. Pramod Hariharrao Puradupadhye (Upto 17th January 2017)

C. VIGIL MECHANISM:

The Company has implemented a vigil mechanism policy to deal with instance of fraud andmismanagement if any. It provides for the directors and employees to report genuineconcerns and provides adequate safeguards against victimization of persons who use suchmechanism. The Policy on vigil mechanism may be accessed on the Company’s website atthe link: http:// www.goldencarpets.com/whistle-blower-policy.html. There were nocomplaints received during the year 2016-17.

D. NUMBER OF BOARD MEETINGS:

The Board of Directors of the Company met Seven (7) times during the financial year.For further details like attendance of Directors please refer report on CorporateGovernance.

E. LISTING FEES:

The Company confirms that it has paid listing fees for the year to BSE Limited whereits shares are listed.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

The information relating to remuneration of Directors and details of the ratio of theremuneration of each Director to the median employee’s remuneration and other detailsas required pursuant to section 197(12) of the Act read along with Rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is annexed.(Annexure-VII) Pursuant to Rule 5(2) of the Companies (Appointment and RemunerationManagerial Personnel) Rule 2014 there are no employees who are in receipt ofremuneration of Rs. 10200000/- or more per annum or Rs. 850000/- or more per month orwhere employed for a part of the year.

DETAILS OF DEPOSITS:

Your Company has not accepted any deposits from the public during the financial year.

THE DETAILS OF SIGNIFICANT MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATIONS IN FUTURE:

During the year there were no significant and material orders that were passed by theregulators or courts or tribunals impacting the going concern status and the Companyoperations in future.

DECLARATION WITH THE COMPLIANCE WITH THE CODE OF CONDUCT BY MEMBERS OF THE BOARD ANDSENIOR MANAGEMENT PERSONNEL:

The Company has complied with the requirements about code of conduct for Board membersand Sr. Management Personnel.

The said policy is available on the website of the Company.

GENERAL DISCLOSURES:

Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the financial yearunder review:

a. Details relating to deposits covered under Chapter V of the Companies Act 2013.

b. The Company has no subsidiaries joint ventures or associate companies.

c. No significant or material orders were passed by the Regulators or Courts orTribunals which impact the going concern status and Company’s operations in future.

APPRECIATION:

The Board of Directors is pleased to place on record their appreciation of theco-operation and support extended by the Financial Institutions Banks and various Stateand Central Government Agencies.

The Board would also like to thank the Company’s shareholders customerssuppliers for the support and the confidence which they have reposed in the management.The Board place on record its appreciation of the contribution made by the employees atall levels for their hard work solidarity co-operation and support.

By order of the Board of Directors
For Golden Carpets Ltd
Place: Hyderabad Sd/-
Date: 10.08.2017 SRIKRISHNA NAIK
Chairman& Managing
Director
DIN: 01730236
Add: 8-2-596/5/B/1/A Road No 10
Banjara Hills Hyderabad – 500 034 Telangana