To The Members Goldstone Infratech Limited
Your Directors have pleasure in presenting the 17th Annual Report together with theAudited Statements of Accounts of the Company for the Financial Year ended 31st March2017.
The summarized Financial Results (Standalone) of the Company for the year ended 31stMarch 2017 as compared to the preceding year are as under: (` in Lakhs)
|Particulars ||2016-17 ||2015-16 |
|Gross Sales ||11406.64 ||10142.09 |
|Net Sales ||10488.45 ||9295.92 |
|Other Income ||120.37 ||170.57 |
|Total Income ||10608.82 ||9466.49 |
|Total Expenditure ||8471.58 ||7454.43 |
|Operating Profit (PBIDT) ||2137.24 ||2012.06 |
|Interest ||536.98 ||574.28 |
|Depreciation and Write Offs ||539.27 ||546.81 |
|Profit before Tax ||1060.99 ||890.97 |
|Provision for taxation || || |
| Current ||425.00 ||300.00 |
| Deferred ||(66.05) ||(61.02) |
|Extra-Ordinary Items ||(100.95) ||72.36 |
|Net Profit after tax ||601.08 ||579.63 |
|Surplus brought forward from previous year ||1425.21 ||845.58 |
|Less : Depreciation adjustment ||- ||- |
|Balance available for appropriation ||2026.29 ||1425.21 |
|Proposed Dividend on Equity Shares ||- ||- |
|Provision for Dividend Tax ||- ||- |
|Transfer to General Reserves ||- ||- |
|Others ||- ||- |
|Surplus carried forward to Balance Sheet ||2026.29 ||1425.21 |
|Equity Share Capital || || |
|(36080737 Shares of ` 4/- each) ||1443.23 ||1443.23 |
|E.P.S. (After Prior Period Items) (`) ||1.67 ||1.61 |
|Net Worth ||9220.98 ||8619.90 |
|Book Value in Rupees (Face Value of ` 4/- each) ||25.56 ||23.89 |
Review of Operations:
During the year under review your Company has achieved a gross turnover of `11406.64 Lakhs as against ` 10142.09 Lakhs for the previous Financial Year. The NetProfit for the year ended 31st March 2017 was ` 601.08 Lakhs as against ` 579.63Lakhs for the year ended 31st March 2016. The turnover of the Company in the year underreview is mainly from Polymer Insulators Business.
The Company has started operations in Electric Bus Division. The Company has receivedorders from BEST Mumbai and HRTC and is in discussions with several other potentialcustomers.
In order to conserve resources for future requirements and development of exportmarkets the Board has decided to retain the profits generated and consequently your Boardhas not recommend any dividend for the Financial Year 2016-17.
The Paid-up capital as on 31st March 2017 was ` 144322948 (having 36080737 EquityShares @ ` 4/- each). During the year under review the Company has not issued any shareseither to the public or to the promoters.
During the year under review the Company has not issued shares with differentialvoting rights nor granted stock options nor sweat equity shares. As on 31st March 2017none of the
Directors of the Company hold shares or convertible instruments of the Company exceptMr. L.P. Sashikumar Managing Director of the
Cash and Cash equivalents as at 31st March 2017 was ` 1131.50 Lakhs. The Companycontinues to focus on judicious management of its working capital receivablesinventories and other working capital parameters were kept under strict check throughcontinuous monitoring.
The Company has not accepted any fixed deposits from the public and no amount ofprincipal or interest on public deposits was outstanding as on the date of the balancesheet.
Mrs. Mahitha Caddell Director who retires by rotation at the 17th Annual GeneralMeeting and being eligible offers herself for re-appointment. During the year underreview Mr. S. Muralikrishna Independent Director of the Company tendered hisresignation w.e.f. 01.07.2016 from the position of Director in the Company.
Mr. M. Gopalakrishna Mr. B.Appa Rao were appointed as Independent Directors of the
Company for a term of 5 (Five) years from 27th September 2014 to 26th September 2019are not liable or etire by rotation.
All Independent Directors have given declarations that they meet the criteria ofIndependence as laid down under section 149(6) of the Companies Act 2013.
Pursuant to the provisions of the Companies Act 2013 and as per the applicableregulations of Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 the Board has carried out an evaluation of its ownperformance the directors individually as well as the evaluation of the working of itsAudit Nomination & Remuneration Committees. The manner in which the evaluation hasbeen carried out has been explained in the
Corporate Governance Report.
The Board had on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration. The Remuneration Policy is stated in the Corporate Governance Report.
During the year Nine (9) Board Meetings Four (4) Audit Committee & StakeholdersRelationship Committee Meetings and Two (2) Nomination and Remuneration Committee Meetingswere convened and held; the details of which are given in the Corporate Governance Report.The intervening gap between the Meetings were within the limits prescribed under theCompanies
Corporate Social Responsibility:
For the year ended 31st March 2017 the provisions of Section 135 of the Companies Act2013 are applicable to the Company as the net profit of the Company for the year
2015-16 was more than ` 5.00 Crores. The details pertaining to the utilization of theProfits towards the CSR Activities CSR policy and the Corporate Social ResponsibilityCommittee are given in the Corporate Social Responsibility Report annexed as "Annexure-6"to this report.
Meeting of Independent Directors:
The details on the separate meeting of
Independent Directors is reported in the
Corporate Governance Report.
Familiarization Programme for Independent Directors:
The details on the familiarization programme for Independent Directors is reported inthe
Corporate Governance Report.
The Policy on Board diversity of the Company devised by the Nomination and RemunerationCommittee and approved by the Board is disseminated at the website of the Company atwww.goldstonepower.com.
Director's Responsibility Statement:
In terms of Section 134 (5) of the Companies Act 2013 the directors would like tostate that: i) In the preparation of the annual accounts the applicable accountingstandards have been followed. ii) The directors have selected such accounting policies andapplied them consistently and made judgments and estimates that were reasonable andprudent so as to give a true and fair view of the state of affairs of the
Company at the end of the Financial Year and of the profit or loss of the Company forthe year under review. iii) The directors have taken proper and suffici ent care for themaintenance of adequate accounting records in accordance with the provisions of this Actfor safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities. iv) The directors have prepared the annual accounts on a goingconcern basis. v) The directors had laid down financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively. vi) The directors had devised proper system ensure compliance with theprovisions of all applicable laws and that such system were adequate and operatingeffectively.
Consolidated Financial Statements:
During the year the Board of Directors (the Board') reviewed the affairs of thesubsidiary.
In accordance with Section 129 (3) of the Companies Act 2013 and applicable AccountingStandards we have prepared consolidated financial statements of the Company and itssubsidiaries which will form part of the Annual
Report. Further a statement containing the salient features of the financial statementsof our subsidiary in the prescribed format AOC-1 is appended as Annexure to the Boards'Reports. In accordance with Section 136 of the Companies Act 2013 the audited financialstatements including the consolidated financial statements and related information of theCompany and audited accounts of each of its subsidiaries are available on websiteof the Company www.goldstonepower.com. These documents will also be available forinspection during the business hours at the registered office of the Company.
Subsidiaries and Associates:
As on 31st March 2017 the Company is having one wholly owned subsidiary namely M/s. TFSolarpower Private Limited. The Company does not have any other Associates or JointVentures.
Further as per the applicable regulations of
Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 the Company has framed a Policy on Material Subsidiariesas approved by the Board and the same has been uploaded on the Company's websitewww.goldstonepower.com Till date the Subsidiary Company (M/s. TF Solarpower PrivateLimited) has no business operations.
During the year no further investment was made by the Company in subsidiary.
Statement containing salient features of financial statements of subsidiaries:
Pursuant to sub-section (3) of Section 129 of the Act the statement containing thesalient feature of the financial statement of a Company's subsidiary or subsidiariesassociate Company or companies and joint venture or ventures is in the prescribed formatAOC-1 are appended as "Annexure-1" to the Boards' Report.
Report on the performance of Subsidiaries Joint Ventures and Associates:
Till date the Subsidiary Company (M/s. TF Solarpower Private Limited) has no businessoperations and the Company does not have any Associates as well as Joint Ventures.
Internal control systems and their adequacy:
The Company has an Internal Audit and Internal Control System commensurate with thesize scale and complexity of its operations. To maintain its objectivity andindependence the
Internal Audit function reports to the Chairman of the Audit Committee of the Board.
The Internal Auditor monitors and evaluates the efficacy and adequacy of internalcontrol system in the Company its compliance with operating systems accountingprocedures and policies at all locations of the Company. Based on the report of internalaudit function process owners undertake corrective action in their respective areas andthereby strengthen the controls. Significant audit observations and recommendations alongwith corrective actions thereon are presented to the
Audit Committee of the Board.
All the properties of your Company including its building plant & machinery andstocks have been adequately insured.
M/s. P. Murali & Company (FRN: 0072575) Chartered Accountants HyderabadStatutory
Auditors of the Company hold office in accordance with the provisions of theCompanies
Act 2013 up to the conclusion of forth-coming Annual General Meeting. Pursuant to theprovisions of the Section 139(2) and other applicable provisions of the Companies Act2013 they have completed two terms of Five Consecutive years (i.e from 2006 to 2017) andhence Company shall appoint new auditors in the place of M/s. P. Murali & Company.Based on recommendations of the Audit Committee Board of Directors of the Company intheir meeting held on 21st August 2017 have appointed M/s. Chandra Babu Naidu& Co. Chartered
Accountants as Statutory Auditors of the
Company for a period of 5 (Five) years i.e from the conclusion of this Annual GeneralMeeting (AGM) until the conclusion of the 22nd AGM of the Company. M/s. Chandra Babu Naidu& Co. have furnished their Consent letter and a certificate stating that theirappointment if made will be within the limits laid down under Section 141 (3) (g) of theCompanies Act 2013 read with Companies (Audit and Auditors) Rules 2014.
The Audit Committee of your Company meets periodically with Statutory Auditors andInternal
Auditors to review the performance of the Internal Audit to discuss the nature andscope of statutory auditors functions and to discuss auditing internal control andfinancial reporting issues. To ensure complete independence the statutory auditor and theinternal auditor have full access to the Members of the Audit Committee to discuss anymatter of substance.
As per the Companies (Cost Records and Audit) Rules 2014 read with Companies (CostRecords and Audit) Amendment Rules 2014 our
Company come under the ambit of the industry which is subject to maintenance of CostRecords and Cost Audit. Since the Company's turnover for the FY 2016-17 has exceeded thethreshold limits therefore appointment of Cost Auditor and conducting of cost audit oncost records is mandatory to the Company for the Financial
Hence based on recommendations of the
Audit Committee M/s. EVS & Associates Cost Accountants have been appointed as theCost
Auditors of the Company for the Financial Year
2017-18 by the Board of Directors at their meeting held on 21st August 2017. TheBoard has fixed remuneration of ` 160000/- (Rupees One Lakh Sixty Thousand only)exclusive of applicable taxes and out-of-pocket expenses. In accordance with theprovisions of Section 148(3) of the Act read with the Companies (Audit and Auditors)Rules 2014 the remuneration payable to the Cost Auditors has to be ratified by theshareholders of the Company.
Particulars of Loans Guarantees or Investments:
During the year under review the Company has given Guarantees under Sec 186 ofCompanies Act 2013 as provided in the notes to the financial statements.
Related Party Transactions:
There are no Related Party Transactions made by the Company with Promoters Directors
Key Managerial Personnel or other designated persons which may have a potentialconflict with the interest of the Company at large.
The policy on Related Party Transactions as approved by the Board was uploaded on theCompany's website www.goldstonepower.com none of the Directors has any pecuniaryrelationships or transactions vis-a-vis the
The details of contracts or arrangements with related parties made by the Companyduring the year 2016-17 is enclosed in Form AOC-2 as "Annexure-2" to theBoard Report.
Pursuant to provisions of Section 204 of the Companies Act 2013 read with theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 the Companyhas appointed M/s. Prathap Satla and Associates a firm of Company Secretaries in Practiceto undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexedherewith as "Annexure-3" to the Board Report.
Risk Management Policy:
In terms of the requirement Section 134 (3) (n) and Regulation 21 of Securities andExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 read with relevant provisions of the Companies Act 2013 the Company has developedand implemented the Risk Management Policy and constituted the Risk Management Committeeand the Committee reviews the same periodically. The details of the Policy are reported inthe Report on Corporate Governance which forms part of the Directors' Report.
The details of the committee and its terms of reference are set out in the corporategovernance report forming part of the Boards' Report.
Code of conduct:
All the Independent Directors and Senior Management confirmed the compliance of code ofconduct. The Company believes in Zero Tolerance against bribery corruptionand unethical dealings/behaviors of any form and the Board has laid down the directives tocounter such acts. The Code laid down by the Board is known as Code of BusinessConduct which forms an Appendix to the Code. The Code has been posted on theCompany's website www.goldstonepower.com.
In Pursuance of SEBI (Prohibition of Insider Trading) Regulations 2015 the Company hasframed and adopted the following policies for regulating monitoring and reporting oftrading by Insiders and uploaded in website of the Company. i) Code of Internal Proceduresand Conduct for Regulating Monitoring And Reporting of trading by insiders; ii) Code ofPractices & Procedures for Disclosure of unpublished price sensitive information.
The Board is responsible for implementation of the
Code. All Board of Directors and the designated employees have confirmed compliancewith the
Policies under SEBI (LODR) Regulations 2015:
The Board has adopted the Securities and Exchange Board of India (Listing Obligationsand Disclosure Requirements) Regulations 2015 which came into force on 2nd December2015. Further pursuant to the said regulations the
Company adopted the following policies
1. Archival Policy
2. Deter mination of Materiality of Events
3. Preser vation of Documents Policy All the above policies are hosted on the websiteof the Company www.goldstonepower.com
Vigil Mechanism / Whistle Blower Policy:
As per the provisions of the Section 177 (9) & (10) of the Companies Act 2013 readwith Clause 49 of the erstwhile Listing Agreement the Board adopted a Vigil Mechanismcalled `Whistle Blower Policy' for directors and employees to report the management/Audit
Committee instances of unethical behavior actual or suspected fraud or violation ofCompany's code of conduct or ethics policy. The Vigil Mechanism also provides adequatesafeguards against victimization of employees who avail of the mechanism and also providesfor direct access to the Chairman of the Audit committee in exceptional cases further ithas also been uploaded in the Company's website: www.goldstonepower.com
Policy on Prevention Prohibition and Redressal of Sexual Harassment at Work place:
Your Company strongly supports the rights of all its employees to work in anenvironment free from all forms of harassment. The Company has adopted a Policy onPrevention Prohibition and Redressal of Sexual Harassment at workplace as per theprovisions of the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013 and the Rules made thereunder. The policy aims to provide protectionto employees at the workplace and prevent and redress complaints of sexual harassment andfor matters connected or incidental thereto with the objective of providing a safeworking environment where employees feel secure. The Company has not received anycomplaint on sexual harassment during the year.
Extract of Annual Return:
The details forming part of the extract of the Annual Return in Form MGT-9 is annexedherewith as "Annexure-4" to the Board Report.
Stock Exchange Listing:
Presently the Equity Shares of the Company are listed on National Stock Exchange ofIndia Limited (NSE) and the BSE Limited (BSE). The
Company confirms that it has paid Annual
Listing Fees due to all the Stock Exchanges where the Company's securities are listedfor the year 2017-18.
CorporateGovernanceandManagement Discussion & Analysis Reports:
As per the Regulation 34(3) read with Schedule V of the Securities and Exchange Boardof India (Listing Obligations and Disclosure Requirements) Regulations 2015 theCorporate Governance and Management Discussion & Analysis Report which form anintegral part of this Report are set out as separate Annexures together with theCertificate from the Auditors of the Company regarding compliance with the requirements ofCorporate Governance.
Managing Director and CFO Certification:
As required under the SEBI Guidelines the Managing Director and the CFO Certificationis attached to Corporate Governance Report.
Material changes and commitments affecting the financial position of the Company whichhave occurred before the end of the Financial Year i.e.31.3.2017 to which financialstatements relate and the date of the Boards' Report: NIL Particulars of Conservationof energy / technology absorption foreign exchange earnings and outgoings:
Information required to be furnished as per the Rule 8 (3) of Companies (Accounts)Rules 2014 is furnished below:
1. CONSERVATION OF ENERGY a. Energy Conservation measures taken or under implementation
During the period the Company had:
1) Improved the production process to minimize the rework & rejections.
2) Implemented Preventive Maintenance schedules as planned to keep the machines in goodhealth. b. Additional investment and proposals if any being implemented for reductionof consumption of energy
Additional/new measures will be initiated for further reduction in energy consumptionbased on technical evaluation and study of the measures already implemented. c. Impactof measures at (a) and (b) for reduction of energy consumption and consequent impact onthe cost of production of goods
The measures taken during the year has ensured optimum use of energy and increasedefficiency and ensured lower use of energy per insulator. d. Consumption of EnergyParticulars.
|Electricity ||2016-17 ||2015-16 |
|A. Purchased || || |
|Units KWH ||3642620 ||2558487 |
|Total Amount in ` ||27178440 ||20134463 |
|Rate/Unit in ` ||7.46 ||7.87 |
|B. Own Generation through Diesel || || |
|Generator || || |
|Units KWH ||93056 ||76402 |
|Total Amount in ` ||1855396 ||1487496 |
|Rate/Unit in ` ||18.35 ||19.47 |
2. TECHNOLOGY ABSORPTION: R esearch and Development: a. Specific Areas in which R &D carried out by the Company:
The Company has been continuing its Research and Development activities to optimize theproductivity and performance. The designs of Insulators have been optimized forimprovement in quality standardization and value engineering. b. Benefits derived asresults of the above R & D:
The Company has reduced cost and wastages in production of the insulators. c. FuturePlan of Action:
The Company plans to improve the existing process and continue with value engineering.
4. FOREIGN EXCHANGE EARNINGS AND OUT GO:
|Particulars ||2016-17 ||2015-16 |
|a) Value of Imports on CIF Basis || || |
| Raw Materials ||3484.17 ||2077.06 |
| Capital Goods ||277.79 ||31.63 |
|b) Expenditure in Foreign Currency || || |
| Travelling Expenses ||6.39 ||4.16 |
| Others ||0.75 ||1.71 |
|c) Earnings in Foreign Currency (on receipt basis) || || |
| Export of Goods (FOB Basis) ||5.27 ||15.39 |
| Deemed Exports ||3161.83 ||2402.78 |
Details of significant and material orders passed by the regulators courts tribunalsimpacting the going concern status and Company's operations in future;
There are no orders passed by the Regulators /
Courts which would impact the going concern status of the Company and its futureoperations.
Particulars of employees:
The information required pursuant to Section 197 read with rule 5 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 read with notificationdated 30.06.2016 in respect of employees of the Company is enclosed as "Annexure-5"to the Board's Report.
Personnel relations have remained very cordial during the period.
Certificates and Awards:
During the period under review your Company's insulator division has bagged the awardWinner in insulator category by PGCIL and
Appreciation award for critical project supplies.
Your Directors convey their sincere thanks to State Bank of India for their supportguidance and assistance.
Your Company and its Directors wish to extend their sincerest thanks to the Members ofthe Company Bankers State Government Local Bodies Customers Suppliers ExecutivesStaff and workers at all levels for their continuous cooperation and assistance.
for and on behalf of the Board
Sd/- Sd/-L .P. Sashikumar B. Appa Rao
Managing Director Director
(DIN: 00016679) (DIN: 00004309)
Place: Secunderabad Date : 21.08.2017
[Pursuant to first proviso to sub-section (3) of Section 129 read with rule 5 ofCompanies (Accounts) Rules 2014]
Statement containing salient features of the financial statement of SubsidiariesAssociate Companies/ Joint Ventures Part "A": Subsidiaries
|Name of the subsidiary ||TF Solarpower Private Limited. |
|1. Reporting period for the subsidiary concerned if different from the holding Company's reporting period ||-Not applicable |
|2. Reporting currency and exchange rate as on the last date of the relevant financial year in the case of foreign subsidiaries. ||-Not applicable |
|3. Share capital ||` 60100000 |
|4. Reserves & Surplus ||NIL |
|5. Total Assets ||` 99236723 |
|6. Total Liabilities ||` 39136723 |
|7. Investments ||NIL |
|8. Turnover ||NIL |
|9. Profit before taxation ||NIL |
|10. Provision for taxation ||NIL |
|11. Profit after taxation ||NIL |
|12. Proposed Dividend ||NIL |
|13. % of shareholding ||100% |
Part "B": Associates and Joint Ventures: Not Applicable
Disclosure of particulars of contracts/arrangements entered into by the Company withrelated parties referred to in sub-section (1) of section 188 of the Companies Act 2013including certain arms length transactions under third proviso thereto :
|1. Details of contracts or arrangements or transactions not at arm's length basis ||NIL |
|(a) Name(s) of the related party and nature of relationship ||NA |
|(b) Nature of contracts/arrangements/transactions ||NA |
|(c) Duration of the contracts/arrangements/transactions ||NA |
|(d) Salient terms of the contracts or arrangements or transactions including the value if any ||NA |
|(e) Justification for entering into such contracts or arrangements or transactions || |
|(f) date(s) of approval by the Board ||NA |
|(g) Amount paid as advances if any ||NA |
|(h) Date on which the special resolution was passed in general meeting as required under first proviso to section 188 ||NA |
|2. Details of material contracts or arrangement or transactions at arm's length basis ||NIL |