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Goldstone Infratech Ltd.

BSE: 532439 Sector: Telecom
NSE: GOLDINFRA ISIN Code: INE260D01016
BSE LIVE 09:36 | 26 Sep 151.10 -6.80
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OPEN 152.25
PREVIOUS CLOSE 157.90
VOLUME 2102
52-Week high 214.00
52-Week low 20.70
P/E 76.70
Mkt Cap.(Rs cr) 545
Buy Price 150.65
Buy Qty 100.00
Sell Price 151.00
Sell Qty 150.00
OPEN 152.25
CLOSE 157.90
VOLUME 2102
52-Week high 214.00
52-Week low 20.70
P/E 76.70
Mkt Cap.(Rs cr) 545
Buy Price 150.65
Buy Qty 100.00
Sell Price 151.00
Sell Qty 150.00

Goldstone Infratech Ltd. (GOLDINFRA) - Director Report

Company director report

To

The Members

Goldstone Infratech Limited

Your Directors have pleasure in presenting the 16th Annual Report togetherwith the Audited Statements of Accounts of the company for the financial year ended 31stMarch 2016.

Financial Results:

The summarized financial results (Standalone) of the Company for the year ended 31 stMarch 2016 as compared to the preceding year are as under:

Rs. in Lakhs

Particulars 2015-16 2014-15
Gross Sales 10142.09 9951.19
Net Sales 9295.92 9215.13
Other Income 170.57 133.68
Total Income 9466.49 9348.81
Total Expenditure 7454.43 7546.03
Operating Profit (PBIDT) 2012.06 1802.78
Interest 574.28 578.30
Depreciation and Write Offs 546.81 564.80
Profit before Tax 890.97 659.68
Provision for taxation

- Current

300.00 200.00
- Deferred (61.02) (48.90)
Extra-Ordinary Items 72.36 16.65
Net Profit after tax 579.63 491.93
Surplus brought forward from previous year 845.58 421.55
Less : Depreciation adjustment 0.00 67.90
Balance available for appropriation 1425.21 845.58
• Proposed Dividend on Equity Shares - -
• Provision for Dividend Tax - -
• Transfer to General Reserves - -
• Others - -
Surplus carried forward to Balance Sheet 1425.21 845.58
Equity Share Capital (36080737 Shares of Rs 4/- each) 1443.23 1443.23
E.PS (After Prior Period Items) (?) 1.61 1.36
Net Worth 8619.90 8040.27
Book Value in rupees (face Value of Rs. 4/- each) 23.89 22.28

Review of Operations:

During the year under review your Company has achieved a gross turnover of Rs. 10142.09lakhs as against Rs. 9951.19 lakhs for the previous financial year. The Net Profitfor the year ended 31st March 2016 was Rs. 579.63 Lakhs as against Rs. 491.93Lakhs for the year ended 31st March 2015.

Dividend:

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 recommended any dividend for the financial year 2015-16.

Share Capital:

The Paid up capital as on 31st March 2016 was Rs. 144322948/- (having36080737 Equity Shares @ Rs. 4/- each). During the year under review the company hasnot issued any shares either to the public or to the promoters. During the year underreview the Company has not issued shares with differential voting rights nor grantedstock options nor sweat equity shares. As on March 312016 none of the Directors of theCompany hold shares or convertible instruments of the Company except Mr. L.P. Sashi KumarManaging Director of the Company.

Finance:

Cash and cash equivalents as at 31 st March 2016 was Rs. 948.96 Lakhs. TheCompany continues to focus on judicious management of its working capital receivablesinventories and other working capital parameters were kept under strict check throughcontinuous monitoring.

Fixed deposits:

The Company has not accepted any fixed deposits from the public and as such no amountof principal or interest on public deposits was outstanding as on the date of the balancesheet.

Directors :

Mrs. Mahitha Caddell Director who retires by rotation at the 16th AnnualGeneral Meeting and being eligible offers herself for reappointment.

As per the recommendations of the Nomination & Remuneration Committee subject toyour approval the Board of Directors in their meeting held on 26th May 2016have reappointed Mr. L.P.Sashikumar as Managing Director of the Company for a period of 3(Three) years with effect from 01st April 2016.

Mr. S. Muralikrishna Independent Director of the Company tendered his resignationw.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 theCompany for a term of 5 (Five) years from 27th September 2014 to 26th September 2019hence they are not liable to retire 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.

Board Evaluation:

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 is explained in the Corporate Governance Report.

Remuneration Policy:

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.

Meetings;

During the year Seven Board Meetings Six Audit Committee Meetings and Two Nominationand Remuneration Committee Meetings were convened and held; the details of which are givenin the Corporate Governance Report. The intervening gap between the Meetings was withinthe period prescribed under the Companies Act 2013.

Corporate Social Responsibility;

For the year ended 31st March 2016 the provisions of Section 135 of theCompanies Act 2013 are applicable to the Company as the net profit of the Company for theyear 2015-2016 is more than Rs. 5.00 Crores. The details pertaining to the utilization ofthe Profits towards the CSR Activities CSR policy and the Corporate Social ResponsibilityCommittee are given in the Corporate Governance Report annexed to this report.

Meeting of Independent Directors;

The details on the separate meeting of Independent Directors is reported in theCorporate Governance Report.

Familiarization Programme for Independent Directors;

The details on the familiarization programme for Independent Directors is reported inthe Corporate Governance Report.

Board Diversity;

The Policy on Board diversity of the company devised by the Nomination and RemunerationCommittee and approved by the Board is disseminated on 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 accounting standards havebeen followed.

ii) The directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that were 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 or loss of the Company for the year under review.

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

iv) The directors have prepared the annual accounts on a going concern basis.

v) The directors had laid down internal 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 to ensure compliance with the provisions ofall applicable laws and that such system were adequate and operating effectively.

Consolidated Financial Statements;

During the yearthe Board of Directors ('the Board') reviewed the affairs of theSubsidiary. In accordance with Section 129 (3) of the Companies Act 2013 and applicableAccounting Standards we have prepared consolidated financial statements of the Company andits subsidiaries which will form part of the Annual Report. Further a statement containingthe salient features of the financial statements of our subsidiary in the prescribedformat AOC-1 is appended as Annexure to the Board's Report.

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 website of theCompany www.goldstonepower.com.These documents will also be available for inspectionduring the business hours at the registered office of the Company.

Subsidiaries and Associates :

As on 31st March 2016 the Company has one wholly owned subsidiary namelyTF Solar Power Private Limited. The Company does not have any other Associates or JointVentures. Further as per the applicable regulations of Securities and Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations 2015 the Company hasframed a policy on Material Subsidiaries as approved by the Board and the same has beenuploaded on the Company's website www.goldstonepower.com

Till date the Subsidiary Company (M/s. TF Solar Power Private Limited) has no businessoperations.

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 Board's report.

Report on the performance of Subsidiaries Joint Ventures and Associates:

Till date the Subsidiary Company (M/s. TF Solar Power 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 Committeeof 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.

Insurance:

All the properties of your Company including its building plant & machinery andstocks have been adequately insured.

Statutory Auditors:

M/s. P Murali & Company (FRN: 007257S) Chartered Accountants Hyderabad StatutoryAuditors of the Company hold office in accordance with the provisions of the CompaniesAct 2013 up to the conclusion of forth-coming Annual General Meeting and are eligible forre-appointment. Pursuant to the provisions of the Section 139 (2) of the Companies Act2013 and based on recommendations of the Audit Committee they being eligible offerthemselves for reappointment. They have furnished a certificate stating that theirre-appointment if made will be within the limits laid down under Section 141 (3) (g) ofthe Companies 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 natureand scope 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.

Cost Auditors:

As per the Companies (Cost Records and Audit) Rules 2014 read with Companies (CostRecords and Audit) Amendment Rules 2014 our company comes under the ambit of the industrywhich is subject to maintenance of Cost Records and Cost Audit. However since theCompany's turnover for the FY 2015-16 was below the threshold limits thereforeappointment of Cost Auditor and conducting of cost audit on cost records is not applicableto the Company for the Financial Year 201617.

Particulars of Loans Guarantees or Investments;

During the year under review the Company has not given any Loans Guarantees or anyInvestments.

Related Party Transactions;

There are no materially significant related party transactions made by the Company withPromoters Directors Key Managerial Personnel or other designated persons which may havea potential conflict with the interest of the Company at large.

The policy on Related Party Transactions as approved by the Board is uploaded on theCompany's website www.goldstonepower.com . None of the Directors have any pecuniaryrelationships or transactions vis-a-vis the Company.

The details of contracts or arrangements with related parties made by the companyduring the year 2015-16 is enclosed in form AOC-2 as Annexure-2 to the Board'sReport.

Secretarial audit:

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 & Associates a firm of Company Secretaries inpractice to undertake the Secretarial Audit of the Company. The Secretarial Audit reportis annexed herewith as Annexure 3 to the Board's 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 Board's Report.

The details of the committee and its terms of reference are set out in the corporateGovernance Report forming part of the Board's report.

At present the company has not identified any element of risk which may threaten theexistence of the company.

Code of conduct:

The Board of Directors have approved a Code of Conduct which is applicable to theMembers of the Board and all employees in the course of day to day business operations ofthe company. The Company believes in "Zero Tolerance" against briberycorruption and unethical dealings / behaviour of any form and the Board has laid down thedirectives to counter such acts. The Code laid down by the Board is known as "Code ofBusiness Conduct" which forms an Appendix to the Code. The Code has been posted onthe Company's website www.goldstonepower.com .

The Code lays down the standard procedure of business conduct which is expected to befollowed by the Directors and the designated employees in their business dealings and inparticular on matters relating to integrity in the work place in business practices andin dealing with stakeholders. The Code gives guidance through examples on the expectedbehaviour from an employee in a given situation and the reporting structure. In additionto the above and pursuant to the applicable regulations of Securities and Exchange Boardof India (Listing Obligations and Disclosure Requirements) Regulations 2015 read withSchedule IV of the Companies Act 2013 duties of the Independent Directors and code ofIndependent Directors have been placed on the website of the Companywww.goldstonepower.com

All the Board Members and the Senior Management personnel have confirmed compliancewith the Code. All Management Staff were given appropriate training in this regard.

Declaration given by Managing Director of the Company regarding compliance of Code ofConduct is enclosed as Annexure to the Corporate Governance Report.

Prevention of Insider Trading:

In pursuance of SEBI (Prohibition of Insider

Trading) Regulations 2015 the Company has framed and adopted the following policiesfor regulating monitoring and reporting of trading by Insiders and uploaded in website ofthe Company.

i) Code of Internal Procedures and Conduct for Regulating Monitoring and Reporting ofTrading by Insiders;

ii) Code of Practices & Procedures for Fair Disclosure of Unpublished PriceSensitive Information;

The Board is responsible for implementation of the Code. All Board of Directors and thedesignated employees have confirmed compliance with the Code.

Policies under SEBI (LODR) Regulations 2015;

The Board adopted the Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 which came into force on 2ndDecember 2015 in the Board Meeting held on14.11.2015 which replaced the erstwhile ListingAgreement.

Further pursuant to the said regulations the Company adopted the following policies

1. Archival Policy

2. Determination of Materiality of Events

3. Preservation of Documents Policy

All the above policies are hosted on the website of 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 Rs. for directors and employees to report the Management/Audit Committee instances of unethical behavior actual or suspected fraud or violationof company's code of conduct or ethics policy.

The Vigil Mechanism also provides adequate safeguards against victimization ofemployees who avail of the mechanism and also provides for direct access to the Chairmanof the Audit committee in exceptional cases further the Whistle Blower Policy has alsobeen uploaded on the Company's website; www.goldstonepower.com

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's Report.

Stock Exchange Listing:

Presently the Equity Shares of the Company are listed on National Stock Exchange ofIndia Limited (NSE) and the Bombay Stock Exchange Limited (BSE). The Company confirms thatit has paid Annual Listing Fees due to all the Stock Exchanges where the Company'ssecurities are listed for the year 2016-17.

Corporate Governance and Management 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 the CorporateGovernance and Management Discussion & Analysis Report which form an integral part ofthis Report are set out as separate Annexures together with the Certificate from theauditors of the Company regarding compliance with the requirements of CorporateGovernance.

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 between the end of the financial year i.e.31.3.2016 to which financialstatements relate and the date of the Boards Report: NIL

OTHERS;

During the year under review the Company had entered into a Business TransferAgreement for sale and transfer of Insulator Division on 11th July 2015 with M/s.MacLeanPower (India) Private Limitedwhich has lapsed according to the terms of the Agrement.

The Board of Directors of the Company accorded its consent for entering into thebusiness of Electric Buses and approved the agreement with one of the largestmanufacturers of Electric Buses from China for introducing pure Electric Buses in certainmarkets of India.

Particulars of Conservation of energy / technology absorption foreign exchangeearnings and outgoings:

Information required to be furnished as per Rule 8(3) of the 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) Ensured proper and timely maintenance of plant & equipment.

2) Improved processes to reduce cycle time.

b. Additional investment and proposals if any being implemented for reduction ofconsumption 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. Impact of measures at (a) and (b) for reduction of energy consumption and consequentimpact on the 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 Energy Particulars.

Electricity 2015-16 2014-15
A. Purchased
Units - KWH 2558487 2946042
Total Amount - In ' 20134463 21807148
Rate/Unit - In Rs. 7.87 7.40
B. Own Generation through Diesel Generator
Units - KWH 76402 200115
Total Amount - In Rs. 1487496 3797546
Rate/Unit - In Rs. 19.47 18.98

2. TECHNOLOGY ABSORPTION:

Research 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 as results of the above R & D:

The company has reduced cost and wastages in production of the insulators.

c. Future Plan of Action:

The company plans to improve the existing process and continue with value engineering.

3. FOREIGN EXCHANGE EARNINGS AND OUT GO:

(Rs. in Lakhs)
Particulars 2015-16 2014-15
a) Value of Imports on CIF Basis
^ Raw Materials 2077.06 1729.33
^ Capital Goods 31.63 69.65
b) Expenditure in Foreign Currency
^ Travelling Expenses 4.16 1.23
^ Others 1.71 32.50
c) Earnings in Foreign Currency (on receipt basis)
^ Export of Goods (FOB Basis) 15.39 47.34
^ Deemed Exports 2402.78 640.33

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 goingconcern status of the Company and its future operations.

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 30th June 2016 in respect of employees of the Company is enclosed as Annexure5 to the Board's report.

Personnel:

Personnel relations have remained very cordial during the period.

Acknowledgements:

Your Directors convey their sincere thanks to State Bank of Hyderabad and SyndicateBank for their support guidance and assistance.

Your Company and its Directors wish to extend their sincere 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. Apparao
Managing Director Director
DIN:00016679 DIN:00004309
Place: Secunderabad
Date: 11.08.2016