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Golden Crest Education & Services Ltd.

BSE: 540062 Sector: Others
NSE: N.A. ISIN Code: INE222U01010
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OPEN 15.17
PREVIOUS CLOSE 14.45
VOLUME 60
52-Week high 15.17
52-Week low 15.17
P/E 252.83
Mkt Cap.(Rs cr) 8
Buy Price 0.00
Buy Qty 0.00
Sell Price 15.17
Sell Qty 140.00
OPEN 15.17
CLOSE 14.45
VOLUME 60
52-Week high 15.17
52-Week low 15.17
P/E 252.83
Mkt Cap.(Rs cr) 8
Buy Price 0.00
Buy Qty 0.00
Sell Price 15.17
Sell Qty 140.00

Golden Crest Education & Services Ltd. (GOLDENCREST) - Director Report

Company director report

Dear Members

We have pleasure in presenting our 33rd (Thirty-Third] Annual Reporttogether with the Audited Statement of Accounts for the year ended 31st March 2016 alongwith the Auditors' Report thereon.

Financial Results:

Particulars 31st March 2016 31st March 2015
Income 6110081 886204
Less; Expenses 5917381 745522
Profit before Taxation 192700 140682
Less: Taxation 51856 43471
Profit after Taxation 140844 97211
Balance carried to Balance Sheet 1045203 904359

Performance:

The Total Income for the financial year under review is Rs. 6110081/- against Rs.886204/- in previous year. The Net Profit generated by the company during the year underreview was Rs. 140844/- as compared to Rs. 97211/- during the previous year.

Operations:

The Company has been continuously focusing on its existing line of business to improveits profitability in near future.

Dividend and Transfer to Reserve:

Your Company intends to conserve available resources to invest in the growth of thebusiness and pursue strategic growth opportunities. Accordingly your Directors do notrecommend any dividend for the year. There has been no transfer to Reserves during theFinancial Year 2015-2016.

Change in the Nature of Business:

There is no change in the nature of business of the Company during the year underreview.

Public Deposits:

During the year under review your Company has not accepted any deposits from thepublic within the meaning of Section 73 of the Companies Act 2013 and the rules thereunder.

Compliance with the Accounting Standards:

The Company prepares its accounts and other financial statements in accordance with therelevant accounting principles and also complies with the accounting standards issued bythe Institute of Chartered Accountants of India.

Directors and Key Managerial Personnel;

As on March 31 2016 the Board of Directors of your Company comprised of Five (6)Directors one of whom is the Whole time Director. The remaining Four (4) directors areNon-Executive and independent directors. The composition of the Board is in consonancewith Regulation 27 of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 as amended from time to time and in accordance with the applicable provisions ofCompanies Act 2013.

At the Annual General Meeting of the Company held on 28/09/2015 the Members hadapproved the terms of appointment of Mrs. Ruchi Gupta as Independent Women Director forthe period of five years upto the conclusion of 37th Annual General Meetingfrom 01/09/2015.

During the year Mr. Lakhi Chand resigned from the Board with effect from 13/11/2015including the membership of Audit Committee Nomination and Remuneration Committee andStakeholders/ Relationship Committee with effect from 12/11/2015 due to his preoccupationin other work. The Board places on record its gratitude for the services rendered by himduring the tenure as director of the Company.

Mr Sunil Goel was appointed as Additional Director w.e.f. 12/02/2016 and being act asIndependent Director. Further your Board has proposed to appoint Mr. Sunil Goel asNon-Executive Independent Director for consecutive 5 (Five) years for the period from12/02/2016 up to 11/02/2021 and in terms Listing Regulation 36 of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 and 149 of the Companies Act2013. The resolutions seeking your approval on this item No. 3 along with the requisitedisclosures/explanatory statement are included in the Notice for convening the AnnualGeneral Meeting.

None of the Directors of the Company are disqualified under sub-section (2) of Section164 of the Companies Act 2013.

The Company has been appointed Mr. Ashish Bhansali as a Chief Financial Officer withterms pursuant to Section 203 and other applicable provisions of the Companies Act 2013and Rules made there under along with requirements of the .isting Agreement of the StockExchanges with effect from 12/02/2016.

Ms. Drishti Gopal Agarwal Member of The Institute of Company Secretaries of India hasbeen appointed as Company Secretary (Key Managerial Personnel) cum Compliance Officer ofthe Company with effect from 12/02/2016 pursuant to Section 203 and other applicableprovisions of the Companies Act 2013 and Rules made there under along with requirementsof the Listing Agreement of the Stock Exchanges.

During the year the Non-Executive Independent Directors of the Company had nopecuniary relationship or transaction with Company other than the sitting fees for thepurpose of attending meetings of the Company.

Pursuant to the provisions of Section 203 of the Act the Key Managerial Personnel ofthe company are Mr. Kashi Nath Chakraborty Whole time Director Ms Drishti GopalAgarwal Company Secretary cum Compliance Officer and Mr. Ashish Bhansali Chief FinancialOfficer. There has been no change in the Key Managerial Personnel during the year.

The Notice convening the Annual General Meeting includes the proposals for appointment/ re-appointment of the Directors. Brief resumes of the Directors proposed to be appointed/ re-appointed have been provided as an Annexure to the Notice convening the AnnualGeneral Meeting.

Policy on Directors' Appointment and Remuneration:

The Company's policy on director's appointment and remuneration including criteria fordetermining qualifications positive attributes independence of a Director and othermatters provided under sub-section (3) of Section 178 has been disclosed in the CorporateGovernance Report. which forms the part of the Directors Report.

Remuneration of the Key Managerial Personnel;

Mr. Kashi Nath Chakraborty (Whole Time Director) has received the remuneration of Rs.240000/- during financial year 2015-2016.

Disclosure under Section 197(121 of the Companies April 2013:

The Company has not employed any employees whose remuneration falls within the purviewof the limits prescribed under the provisions of Section 197 of the Companies Act 2013read with Rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014.

Declaration of Independent Directors:

The Company has received necessary declaration from each of independent Director underSection 149(7) of the Companies Act 2013 that he and she meets the criteria ofindependence laid down in Section 149(6) of the companies Act 2013 and the relevant Rulesand Regulation 25 of SEBI(Listing obligations and disclosure requirements) Regulations2015.

Directors Responsibility Statement:

Pursuant to Section 134(5) of the Companies Act 2013 the Board of Directors to thebest of their knowledge and ability confirm that:

(i) in the preparation of the annual accounts for the year ended 31st March2016 the applicable accounting standards have been followed and there are no materialdepartures if any;

(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 31stMarch 2016 and of the profits of the Company for the year ended on that date;

(iii) the directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities;

iv) the annual accounts have been prepared on a going concern basis;

(v) the directors have laid down internal financial controls to be followed by theCompany and such internal financial controls are adequate and operating effectively;

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

Audit Committee:

The Board has well-qualified Audit Committee with majority of Independent Directorsincluding Chairman. They possess sound knowledge on Accounts Audit Finance TaxationInternal Controls etc. The details of the Composition of the Audit Committee are given inthe Corporate Governance Report. The Company Secretary of the Company acts as Secretary ofthe Committee. During the year there are no instances where the Board had not acceptedthe recommendations of the Audit

Committee.

Nomination and Remuneration Committee and Policy;

The Company has duly constituted Nomination and Remuneration Committee to align withthe requirements prescribed Regulation 19 of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 and read with Section 178 of he Companies Act 2013.

The details of the Composition of the Nomination and Remuneration Committee are givenin the Corporate Governance Report. The Board has framed a policy for selection andappointment of Directors Senior Management including KMP and their Remuneration. Thepolicy provides for determining qualifications positive attributes and independence of aDirector.

Statement concerning development and Implementation of Risk Management Policy of theCompany;

The Board of Directors of the Company has framed 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 business and functions are systematically address throughmitigation action on a continuing basis. The details of Committee and its terms ofreference are set out in the Corporate Governance Report forming part of the Board'sReport

Number of Meeting of the Board:

Seven meetings of the Board were held during the year for detail of the meetings ofthe Board please refer to the Corporate Governance Report which forms part of thisreport

Extract of Annual Return:

Pursuant to the provisions of Section 134 (3) (a) of the Companies Act 2013 Extractof the Annual Return for the financial year ended 31st March 2016 made under theprovisions of Section 92 [3) of the Act in Form MGT-9 is annexed herewith as "Annexure-I".

Board Evaluation:

Pursuant to the provisions of the Companies Act 2013 and Regulation 17 of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 201S the Board has carriedout an annual performance evaluation of its own performance the directors individually aswell as the evaluation of the working of it's of its various Committees. A separateexercise was carried out to evaluate the performance of individual Directors including theChairman of the Board who were evaluated on parameters such as level of engagement andcontribution independence of judgment safeguarding the interest of the Company and itsminority shareholders etc. The performance evaluation of the Independent Directors wascarried out by the entire Board excluding the Directors being evaluated. The performanceevaluation of the Chairman and Non- 'ndependent Directors was carried out by theIndependent Directors at their separate Meeting.

Vigil Mechanism / Whistle Blower Policy:

In pursuant to the provisions of Section 177(9) & (10) of the Companies Act 2013and Listing Regulations the Company has established a Vigil Mechanism and overseasthrough the Committee the genuine concerns expressed by the employees and otherDirectors. The Company has also provided adequate safeguards against victimization ofemployees and Directors who express their concerns. The Company has also provided directaccess to the chairman of the Audit Committee on reporting issues concerning the interestsof the employees and the Company.

Particulars of Loans. Guarantees or Investments made under Section 186 of the CompaniesAct. 2013:

The Company has complied with the provisions of Section 186 of the Companies Act 2013in respect of investments made in earlier years and outstanding at the year- end detailsof which are given in the Financial Statements. There were no loans guarantees orinvestments made by the Company during the year under review

Particulars of Contracts or Arrangements made with Related Parties;

There were no contracts or arrangements made with related parties as defined underSection 188 of the Companies Act 2013 during the year under review and hence enclosing ofFORM AOC-2 is not required. The Company has developed a Related Party Transactions Policyfor the purpose of identification and monitoring of such type of transactions.

Subsidiaries. Joint Ventures and Associate Companies;

The Company does not have any Subsidiary Joint venture or Associate Company.

Internal Control Systems & their Adequacy:

The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. The Company has developed well-defined internal controlmechanisms and comprehensive internal audit programme with the activities of the entireorganization under its ambit.

Based on the report of Internal Audit function corrective action are undertaken in therespective areas and thereby strengthen the controls. Significant audit observations andcorrective actions thereon are presented to the Audit Committee of the Board.

During the year under review no material or serious observation has been received fromthe Internal Auditors of the Company for inefficiency or inadequacy of such controls.

The details in respect of internal financial control and their adequacy are included inthe Management Discussion & Analysis Report which part of this report.

Corporate Governance:

The Company conforms to the norms of Corporate Governance as envisaged in the ListingRegulations with the Stock Exchange. Pursuant to Regulation 34(3) read with Schedule V ofthe SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 a detailedCompliance Note on Corporate Governance together with the Auditors Certificate onCorporate Governance is annexed to this report

Management Discussion and Analysis Report:

The Management Discussion and Analysis Report as required under the ListingRegulations are given in a separate section and forms part of the Annual Report.

Material Changes and Commitments. If any. affecting the financial position of theCompany which has occurred between the end of the financial year of the Company to whichthe financial statements relate and the date of the report:

here are no material changes and commitments affecting the financial position of theCompany occurred between ends of the financial year to which this financial statementrelates on the date of this report

Conservation of energy technology absorption foreign exchange earnings and outgo:

The provisions of Section 134(m) of the Companies Act 2013 read with Rule 8(3) of theCompanies (Accounts) 2014 do not apply to our Company.

Conservation of Energy : NIL
Technology Absorption : NIL
Foreign exchange earnings and out go : NIL

Details of significant and material orders passed bv the regulators or courts ortribunals impacting the going concern status and company's operations in future:

There are no significant and material orders issued against the Company by anyregulating authority or court or tribunal affecting the going concern status and Company'soperation in future. Hence disclosure pursuant to Rule 8 (5) (vii) of Companies(Accounts) Rules 2014 is not required.

Change in Registered Office:

During the year under review the Company have changed its registered office from RoomNo. 15 Basement Floor Sir RNM House 3-B Lai Bazar Street Kolkata -700 001 to Room No.22nd Floor 62A Dr. Meghnad Shah Sarani Southern Avenue Kolkata-700029 witheffect from 31/08/2015 for better accommodation administration etc.

Human Resources:

Your Company treats its "human resources" as one of its most importantassets.The Company recognizes that its success is deeply embedded in the success of itshuman capital. Your Company continuously invests in attraction retention and developmentof talent on an ongoing basis. During 2015-2016 the Company continued to strengthen itsHR processes in line with its objective of creating an inspired workforce. The employeeengagement initiatives included placing greater emphasis on learning and developmentlaunching leadership development programme introducing internal communication providingopportunities to staff to seek inspirational roles through internal job postingsstreamlining the Performance Management System making the compensation structure morecompetitive and streamlining the performance-link rewards and incentives. A number ofprograms that provide focused people attention are currently underway. Your Company thrustis on the promotion of talent internally through job rotation and job enlargement.

Details of Policy developed and implemented bv the Company on its Corp_orate_SocialResponsibility initiatives;

Since the Company does not qualify any of the criteria as laid down in section 135(1)of the Companies Act 2013 with regard to Corporate Social Responsibility provisions ofsection 135 are not applicable to the Company.

Auditors & Auditors Observations:

The matter related to Auditors and their Reports are as under:

1. Statutory Auditor and their Report:

Pursuant to the provisions of Section 139 and other applicable provisions of theCompanies Act 2013 and Rules framed there under as amended from time to time M/s. S. R.Ghedia & Associates Chartered Accountants Mumbai (FRN. 118560W) Statutory Auditorsof the Company retire at the ensuing AGM and being eligible have offered themselves forre-appointment.

The Board recommends the re-appointment of M/s. S. R. Ghedia & AssociatesChartered Accountants as the Statutory Auditors of the Company to hold office from theconclusion of this Annual General meeting until the conclusion of the next Annual GeneralMeeting and also the payment of remuneration to be approved in the ensuing Annual GeneralMeeting.

'n this regard the Company has received a letter from the Statutory Auditorsconfirming that their re-appointment if nade would be within the limits of Section 141of the Companies Act 2013 and they are not disqualified from such appointment within themeaning of Section 141 of the Companies Act 2013.

Explanation or Comments on Qualifications. Reservations or Adverse Remarks orDisclaimers made by the Auditors in their Reports:

The Report given by the Statutory Auditors for the Financial Statements for the yearended 31st March 2016 read with explanatory notes thereon do not call for anyexplanation or comments from the Board under Section 134(3) of the Companies Act 2013.The remarks if any made by the Auditors in their Report are properly explained in theNote no 18 of the Financial Statement.

2. Secretarial Auditor & his Report:

M/s. V. Gulgalia & Co Practicing Company Secretary was appointed to conductSecretarial Audit of the Company for the financial year 2015-16 as required under Section204 of the Companies Act 2013 read with Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014.

The report of the Secretarial Auditors in Form MR-3 is enclosed as Annexure-II tothis report

The report confirms that the Company had complied with the statutory provisions listedunder Form MR-3 and the Company also has proper board processes and compliance mechanism.The Report does not contain any qualification reservation or adverse remark ordisclaimer which requires any further comments or explanations in this report

3. Internal Auditor:

The Board has appointed M/s. Mohindra Arora & Co. Chartered Accountant asInternal Auditors of the Company for Financial Year 2015-2016 under provisions of Section138 of the Companies Act 2013 read with Rule 13 of the Companies (Accounts) Rules 2014as recommended by Audit Committee.

The Suggestions made by the Internal Auditor in their Report were properly implemented.

Additional Information to Shareholders:

All important and pertinent investor information such as financial results investorpresentations press releases are made available on the Company's websitewww.goldencrest.in on a regular basis.

Listing of Securities

During the year The Calcutta Stock Exchange Limited has revoked the suspension orderof the Company with effect from lOMugust 2015. In addition to that the Company has madeapplication of 5245000 Equity Shares for Direct Listing with BSE Limited. The Companyhas received in principle approval on 2nd August2016 for listing of Share fromBSE Limited. Furtherthe Company have filled the requisite documents with BSE Limited forgetting trading approval in BSE.

Shares:

The authorized Share capital and the paid up Equity Share Capital have remainedunchanged during the year under review. The Company has neither issued shares &Securities or any other instruments nor any corporate benefits during the year underreview.

• The Company has not bought back any of its securities during the year underreview.

• The Company has not issued any Sweat Equity Shares during the year under review

• No Bonus Shares were issued during the year under review.

• The Company has not provided any Stock Option Scheme to the employees.

Code of Conduct:

As prescribed under Listing Regulation a declaration signed by the Whole Time Directoraffirming compliance with the Code of Conduct by the Directors and Senior ManagementPersonnel of the Company for the financial year 2015-16 forms 'art of the CorporateGovernance Report.

Disclosure under the Sexual Harassment of Women at Workplace (Prevention. Prohibitionand Bedressa ll Act 2013:

The Company has in place an Anti-Sexual Harassment Policy in line with the requirementsof The Sexual Harassment of Women at the Workplace (Prevention Prohibition &Redressal) Act 2013.

Internal Complaints Committee (ICC) has been set up to redress complaints receivedregarding sexual harassment All employees (permanent contractual temporary trainees)are covered under this policy.

The following is a summaiy of sexual harassment complaints received and disposed offduring the year 2015-16.

No of complaints received : Nil
No of complaints disposed off : Nil

ACKNOWLEDGEMENT;-

The Directors wish to place on record their appreciation for the contributions made bythe employees at all levels whose continued commitment and dedication helped the Companyachieve better results. The Directors also wish to thank customers bankers Central andState Governments for their continued support. Finally your directors would like toexpress their sincere & whole-hearted gratitude to all of you for your faith in us andyour Co-operation & never failing support.

By Order of the Board
For Golden Crest Education & Services Limited
Place : Kolkata
Date :22/08/2016
Kashi Nath Chakraborty Bhola Pandit
(Whole Time Director) (Director)
(DIN:06992257) (DIN:00780063)
Annexure II