The Members of
Golden Goenka Fincorp Limited
Your Directors have pleasure in presenting the 23rd Annual Report togetherwith the Audited Accounts for the year ended 31st March 2016.
1. FINANCIAL RESULTS
(Rs. in Lakhs)
|Particulars ||For the year ended ||For the year ended |
| ||March 31 2016 ||March 31 2015 |
|Revenue from Operation ||2450.64 ||18102.72 |
|Profit before Provisions & Tax ||1633.02 ||923.85 |
|Profit before Tax ||1291.96 ||858.62 |
|Tax Expenses ||559.98 ||282.05 |
|Profit after Tax ||731.98 ||576.57 |
|Balance brought forward from previous year ||601.58 ||140.33 |
|Amount available for appropriation ||1333.55 ||716.89 |
|Appropriations:- || || |
|Interim dividend including tax ||- ||- |
|Statutory Reserve ||146.40 ||115.31 |
|Balance Carried to Balance Sheet ||1187.16 ||601.58 |
2. OPERATIONS & BUSINESS ACTIVITIES
The key highlights of your Companys performance during the year under review are:i. The profit before bad debts provisions and tax is Rs. 1633.02 Lakhs as against Rs.923.85 Lakhs in the last year. ii. Profit before taxation is Rs. 1291.96 Lakhs as againstRs. 858.62 Lakhs in the last year. iii. Net profit after taxation is Rs. 731.98 Lakhs asagainst Rs. 576.57 Lakhs in the last year. iv. The total assets is Rs. 22354.05 Lakhs asagainst Rs. 21627.41 Lakhs in the last year.
Your Company discloses Standalone Unaudited Financial Results on a quarterly basisStandalone Audited Financial Results on an annual basis and Consolidated Audited FinancialResults on an annual basis. The Financial Statements of your Company have been prepared inaccordance with the Generally Accepted Accounting Principles in India (Indian GAAP) tocomply with the Accounting Standards notified under the relevant provisions of theCompanies Act 2013 as applicable.
Your Company intends to expand into financial market segment and capitalize the set upfor the same along with increasing capacity as required by the business. For the purposeof diversification your Company engaged in the expansion of its business of vehicle loanand consumer loan etc.
A detailed review on the operation and performance of the Company and its business isgiven in the Management Discussion and Analysis Report. The same is enclosed as Annexure- 1 to this Report.
The Directors of your Company do not recommend any dividend for the financial yearended 31st March 2016 in order to plough back the resources for future growth.
The Company is a non-deposit taking Non-Banking Financial Company and therefore is notaccepting any public deposits during the year.
5. LISTING OF SHARES
The equity share of the Company continues to be listed on BSE Limited and The CalcuttaStock Exchange Limited. The Company has paid the Annual Listing Fees to the said StockExchanges for the financial year 2016-17.
Your Company has applied to National Stock Exchange of India Ltd (NSE) for listing ofits entire equity shares on the main Board of NSE. The same is under consideration of NSE.
6. RESERVE BANK OF INDIA (RBI) GUIDELINES
Your Company continues to carry on its business of Non- Banking Financial Institutionwithout accepting deposits. The Company has not accepted public deposits during the yearunder review. Further the Company has complied with and continues to comply with all theprudent financial management norms and directions issued by Reserve Bank of India asapplicable to it including Fair Practices Anti Money Laundering and Know Your Customer(KYC) Guidelines. Disclosures as prescribed by Non-Systemically Important Non-BankingFinancial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank)Directions 2015 and other applicable NBFC Regulations have been made in this AnnualReport.
7. SHARE CAPITAL
The paid up equity share capital as on 31st March 2016 was Rs. 9511.92Lakhs. There was no public issue rights issue bonus issue or preferential issue etc.during the year. The Company has not issued shares with differential voting rights sweatequity shares nor has it granted any stock options. As on date the Promotersshareholding in the Company is 52.47%.
8. DIRECTORS RESPONSIBILITY STATEMENT
In terms of the requirement of Section 134 (3) (c) of the Companies Act 2013 yourDirectors state that: a) in the preparation of the annual accounts the applicableaccounting standards had been followed along with proper explanation relating to materialdepartures; b) they have selected such accounting policies and applied them consistentlyand 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 and ofthe profit of the Company for that period; c) they have taken proper and sufficient carefor the maintenance of adequate accounting records in accordance with the provisions ofthe Act for safeguarding the assets of the Company and for preventing and detecting fraudand other irregularities; d) they have prepared the annual accounts on a going concernbasis; e) they have laid down internal financial controls to be followed by the Companyand that such internal financial controls are adequate and were operating effectively; andf) they have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.
9. CORPORATE GOVERNANCE
Pursuant to the SEBI (Listing Obligations and Disclosure
Requirements) Regulations 2015 Report on Corporate Governance along with certificateof compliance from a Practising Company Secretary confirming compliances to the conditionsof the Corporate Governance is enclosed as Annexure - 2 to this Report.
All Board members and Senior Management personnel have affirmed compliance with theCode of Conduct for the year 2015-16. A declaration to this effect signed by the ManagingDirector (CEO) of the Company is contained in the Corporate Governance Section formingpart of this Report.
The Managing Director (CEO) and CFO have certified to the Board with regard to thefinancial statements and other matters as required under Regulation 17(8) of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015.
10. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO
The Company is a Non-Banking Financial Company and therefore information relating toConservation of Energy and Technology Absorption are not applicable.
The Company has neither earned nor used any foreign exchange during the year underreview.
11. KEY MANAGERIAL PERSONNEL
During the period under review Mr. Shiv Kumar Dabriwala Chief Financial Officer ofthe Company has resigned w.e.f. 12th November 2015 and in his absence Mr.Gourav Choudhary was appointed as Chief Financial Officer pursuant to Section 203 readwith Rule 8 of the Companies (Appointment and Remuneration) Rules 2014 w.e.f. 13thNovember 2015. The Board places on record its high appreciation of the valuable servicesrendered by Mr. Shiv Kumar Dabriwala during his tenure as Chief Financial Officer of theCompany.
With effect from 15th June 2016 Mr. Gourav Choudhary has resigned as ChiefFinancial Officer of the Company due to personal issues. The Board places on record itshigh appreciation of the valuable services rendered by Mr. Gourav Choudhary during histenure as Chief Financial Officer of the Company.
The Company is under the process to fill the vacancy of Chief Financial Officer causedby resignation of Mr. Gourav Choudhary.
12. EXTRACT OF ANNUAL RETURN
The Extract of Annual Return is prepared in Form MGT-9 as per the provisions of Section92 (3) of the Companies Act 2013 and Rule 12 of Companies (Management and Administration)Rules 2014 and the same is enclosed as Annexure-3 to this Report.
13. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
Your Company is exempted from the applicability of the provisions of Section 186 of theCompanies Act 2013 ("The Act") read with Rule 11 of the Companies (Meetings ofBoard and its Powers) Rules 2014 and Companies (Meetings of Board and its Powers)Amendment Rules 2015 as your Company is RBI registered Non-Banking Financial Companywhose principal business inter-alia includes financing of companies.
Details of Loans Investments Guarantees or security in connection with loans to otherbody corporates or persons as at the end of the year are given in notes to the FinancialStatements.
14. MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION
There is no such material change and commitment affecting the financial position ofyour Company which have occurred between the end of the financial year of your Company towhich the financial statements relate and the date of the Report.
15. MEETING OF THE BOARD AND AUDIT COMMITTEE
The Board meets at regular intervals to discuss and decide on policy and strategy apartfrom other Board business. During the year five Board Meetings and four Audit CommitteeMeetings were convened and held. The intervening gap between the Meetings was within theperiod prescribed under the Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015. The details regarding Board and AuditCommittee Meetings are given in the Corporate Governance Section forming part of thisReport.
16. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SECTION 143(12)
During the year under review there were no frauds reported by the auditors to theAudit Committee or the Board under section 143(12) of the Companies Act 2013.
17. SECRETARIAL STANDARDS OF ICSI
The Company is in compliance with the requirements of newly introduced SecretarialStandards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2)effective from 1st July 2015.
18. SUBSIDIARY COMPANIES /ASSOCIATE COMPANIES / JOINT VENTURES
During the year under review the Company has acquired 100% equity stake in thefollowing Companies:-a) Goodpoint Conclave Private Limited (Name changed to GoodpointConclave Limited w.e.f. 10th June 2016). b) Linkwise Promoters Private Limited
Consequent to the said acquisition both the aforesaid Companies have become whollyowned Subsidiaries of your Company.
Further M/s Shree Saishraddha Cements Private Limited (SSCPL) became the associate ofthe Company w.e.f. 4th August 2015.
As per the provisions of Section 129(3) of the Companies Act 2013 ("theAct") read with Rule 5 of the Companies (Accounts) Rules 2014 as amended by theCompanies (Accounts) Amendment Rules 2016 a separate statement containing the salientfeatures of the financial statements of the Subsidiary Companies/ AssociateCompanies/Joint Ventures is prepared in Form AOC-1 and the same is enclosed as Annexure 4 to this Report.
As on March 31 2016 the Company has six wholly owned non listed Indian subsidiariesand two Associates Companies. None of the subsidiaries of your Company are MaterialSubsidiaries.
19. CONSOLIDATED FINANCIAL STATEMENTS
Pursuant to Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 the Consolidated Financial Statements have been prepared by theCompanys Management in accordance with the requirements of Accounting Standards 21issued by the Institute of Chartered Accountants of India (ICAI) and as per theprovisions of Companies Act 2013 which forms part of the Annual Report.
As per the provisions of Section 136 of the Companies Act 2013 the Company has placedseparate audited accounts of its subsidiaries on its website www.goldengoenka.comand copy of separate audited financial statements of its subsidiaries will be provided tothe shareholders at their request. The annual accounts of subsidiaries will also be keptfor inspection by any Member of the Company at the registered office of the Company. TheConsolidated Financial Statements presented by the Company include the financialinformation of its subsidiaries.
The financials of Purple Advertising Services Private Limited an associate of theCompany could not be completed and hence same has not been considered for consolidationpurpose.
20. AUDITORS AND AUDITORS REPORT
A. Statutory Auditors
M/s Das & Prasad Chartered Accountants (ICAI Firm Registration Number: 303054E)were appointed as Statutory Auditors of the Company at the 21st Annual GeneralMeeting
(AGM) held on 10th September 2014 to hold office for a term of fiveconsecutive years from the conclusion of the 21st Annual General Meeting tillthe conclusion of the 25th Annual General Meeting subject to ratification ofthe appointment by the members at every AGM held after the 21st Annual GeneralMeeting.
As per the requirements laid down under Section 139 and 141 of the Companies Act 2013read with Rule 4 of the Companies (Audit and Auditors) Rules 2014 the Company hasreceived consent from M/s Das & Prasad Chartered Accountants Statutory Auditors ofthe Company and confirmation regarding their eligibility to continue as the StatutoryAuditors of the Company.
Your Directors requested to ratify the appointment of M/s Das & Prasad CharteredAccountants as the Statutory Auditors of the Company at the ensuing AGM. The observationsof the Auditors when read together with the relevant notes to the accounts and accountingpolicies are self- explanatory.
B. Secretarial Auditor
As per the provisions of Section 204 of the Companies Act 2013 the Board of Directorshave appointed M/s K. Arun & Co Company Secretaries as Secretarial Auditor to conductSecretarial Audit of the Company for the financial year ended on March 31 2016.
Secretarial Audit Report issued by M/s K. Arun & Co Company Secretaries in FormMR-3 is enclosed as Annexure - 5 to this Report.
There is no reservation qualification or adverse remark contained in the SecretarialAudit Report. Information referred in Secretarial Audit Report are self-explanatory anddont call for any further comments.
21. RISK MANAGEMENT
The Company manages risk through a detailed Risk Management Policy framework which laysdown guidelines in identifying assessing and managing risks that the businesses areexposed to. Risk is managed through appropriate structures that are in place at GoldenGoenka Fincorp Limited including suitable reporting mechanisms.
Further kindly refer to the write-up in the Section Management Discussion and AnalysisReport.
22. PARTICULARS OF EMPLOYEES REQUIRED UNDER SECTION 197(12) READ WITH RULE 5 OF THECOMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES 2014 AND COMPANIES(APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) AMENDMENT RULES 2016
The prescribed particulars of remuneration of employees pursuant to Section 197(12)read with Rule 5 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules 2014 and Companies(Appointment and Remuneration of Managerial Personnel) Amendment Rules 2016 are set outas Annexure - 6 to this Report.
23. STATEMENT ON DECLARATION GIVEN BY THE INDEPENDENT DIRECTOR UNDER SUB SECTION (6) OFSECTION 149 OF COMPANIES ACT 2013
All the Independent Directors of your Company have submitted a declaration at the timeof their appointment and also annually that they meet the criteria of independence as laiddown under Section 149(6) of the Act and SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015. All requisite declarations were placed before the Board.
The Board of Directors at their meeting held on 13th May 2015 re-appointedMr. Dinesh Burman as the Whole-time Director of the Company for a further period of 3years w.e.f 30th May 2015. Subsequently at the 22nd Annual GeneralMeeting of your Company held on 30th September 2015 appointment of Mr. Burmanwas approved by the Members of the Company as a Whole-time Director of the Company for afurther period of 3 years w.e.f 30th May 2015.
Further the Board of Directors at its meeting held on 12th November 2014and 24th July 2015 appointed Mrs. Leena Hinesh Jobanputra (DIN: 06975039) andMr. Govind Kumar Goyal (DIN:- 02466348) as an Additional Directors (Category Independent) of the Company with effect from 12th November 2014 and 24thJuly 2015 respectively. Subsequently at the 22nd Annual General Meeting ofyour Company held on 30th September 2015 appointment of Mrs. Jobanputra andMr. Goyal was approved by the Members of the Company as an Independent Director of theCompany for a period of 5 (five) consecutive years with effect from 12th November2014 and 24th July 2015 respectively.
In accordance with the provisions of Section 152 of the Act and your CompanysArticles of Association Mr. Dinesh Burman (DIN: 00612904) retires by rotation at theensuing AGM and being eligible offers himself for re-appointment. The information asrequired to be disclosed under Regulation 36(3) of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 in case of re-appointment of the director isprovided in the Corporate Governance Section forming part of this Report.
25. CHANGE IN THE NATURE OF THE BUSINESS IF ANY
During the year under review there is no change in the nature of the business.
26. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS / COURTS /TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND YOUR COMPANYS OPERATIONS IN FUTURE
During the year under review there were no such orders passed by the regulators /courts / tribunals impacting the going concern status and your Companys operationsin future.
27. BOARD EVALUATION
In compliance with the requirements of the provisions of Section 178 of the CompaniesAct 2013 read with Rules framed thereunder and provisions of Schedule IV to the Act aswell as the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 yourCompany has carried out performance evaluation for the Board of Directors Committees ofthe Board and Individual Directors on the basis of participation of directors quality ofinformation available quality of discussions contributions and decision making etc. Theoverall performance of the members of the Board was found satisfactory. The manner inwhich the evaluation is carried out has been explained in the Corporate Governance Sectionforming part of this Report.
28. PARTICULARS OF CONTRACTS/ARRANGEMENTS WITH RELATED PARTIES
All transactions entered into with Related Parties as defined under the Companies Act2013 and Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 during the year were in the ordinary course of business and on anarms length basis and do not attract the provisions of Section 188 of the CompaniesAct 2013. However pursuant to the provisions of Regulation 23 (2) of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 prior approval of the AuditCommittee was sought for entering into the Related Party Transactions. Further the AuditCommittee granted omnibus approval for repetitive transactions to be entered into with therelated parties during the year. The Audit Committee reviews all related partytransactions on a quarterly basis. During the year the Company had not entered into anycontract / arrangement / transactions with Related Parties which could be considered asmaterial in terms of Regulation 23 of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015. Accordingly the disclosure of Related Party Transactionspursuant to Section 134 (3)(h) of the Companies Act 2013 in Form AOC-2 is notapplicable. In accordance with Accounting Standard 18 the Related Party Transactions aredisclosed under Note No. 29 of the Standalone Financial Statements.
A Policy on the Related Party Transactions has been devised by your Company fordetermining the materiality of transactions with related parties and dealings with them.The said Policy is available on your Companys website www.goldengoenka.comand a web link to the said Policy has been provided in the Corporate Governance Sectionforming part of this Report.
29. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
Kindly refer to the write-up in the Section Management Discussion and Analysis Report.
30. VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has established a Vigil Mechanism / Whistle Blower Policy for directors andemployees to report to the management instances of unethical behavior actual orsuspected fraud or violation of the Companys code of conduct or ethics policy ifany.
The Policy is also available on the Companys website and the web link of the sameis: http://www.goldengoenka.com/ images/GGFL-WhistleBlowerPolicy.pdf.
31.POLICY ON PREVENTION OF SEXUAL HARASSMENT
The Company has in place the Policy on Prevention of Sexual Harassment of Women atWorkplace in accordance with The Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013.
During the financial year ended 31st March 2016 the Company has notreceived any Complaints pertaining to Sexual Harassment.
32. NOMINATION AND REMUNERATION COMMITTEE
During the financial year 2015-16 three Nomination and Remuneration Committee Meetingswere held on 13.05.2015 24.07.2015 and 13.11.2015.
The Composition of the Committee has been provided in the Corporate Governance Sectionforming part of this Report. The terms of reference of the Committee are wide enough tocover matters specified for the Committee under SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 and Section 178 of the Companies Act 2013.
The Companys Remuneration Policy has been provided in the Corporate GovernanceSection forming part of this Report.
33. CORPORATE SOCIAL RESPONSIBILITY
In terms of Section 135 and Schedule VII of the Companies Act 2013 the Board ofDirectors have constituted a Corporate Social Responsibility (CSR) Committee and on therecommendation of the said committee the Board has approved a Corporate SocialResponsibility (CSR) policy and the same has been uploaded in the website ofthe Company www.goldengoenka.com which contains the CSR activities being carriedout by the Company governance structure implementation process etc.
Your Directors are pleased to inform that the Company has fulfilled its CSR obligationspursuant to Section 135(5) of the Companies Act 2013 for the year 2015-16 inter-alia onCSR projects in the areas of education. The details on CSR activities as prescribed underCompanies (Corporate Social Responsibility Policy) Rules 2014 are provided as Annexure- 7 and forms part of this Report.
34. OTHER DISCLOSURES
In March 2015 search and seizure operations were conducted by the Income TaxAuthorities under Section 132 of the Income Tax Act. During the course of the search andseizure operations the Income Tax Authorities have taken custody of certain materialssuch as documents records and recorded statements of certain officials of the Company.The Company does not expect any liability arising out of the aforesaid search and seizure.
Your Directors would like to express their grateful appreciation for the excellentsupport and co-operation received from the Banks RBI SEBI MCA Registrar and ShareTransfer Agents Registrar of Companies Stock Exchanges Depositories CustomersBusiness Associates Members and other Stakeholders during the year under review. YourDirectors also place on record their deep appreciation for the valuable contribution ofthe employees at all levels for the progress of your Company during the year and lookforward to their continued co-operation in realisation of the corporate goals in the yearsahead.
| ||For and on behalf of the Board |
| ||Sd/- |
| ||CA G. L. Goenka |
|Place: Kolkata ||Chairman & Managing Director |
|Date: 10th August 2016 ||(DIN: 00613725) |