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Goldstone Infratech Ltd.

BSE: 532439 Sector: Telecom
BSE 15:29 | 23 Mar 182.10 -4.10






NSE 15:31 | 23 Mar 181.95 -4.95






OPEN 179.95
VOLUME 44246
52-Week high 248.70
52-Week low 46.20
P/E 153.03
Mkt Cap.(Rs cr) 914
Buy Price 180.55
Buy Qty 90.00
Sell Price 182.10
Sell Qty 53.00
OPEN 179.95
CLOSE 186.20
VOLUME 44246
52-Week high 248.70
52-Week low 46.20
P/E 153.03
Mkt Cap.(Rs cr) 914
Buy Price 180.55
Buy Qty 90.00
Sell Price 182.10
Sell Qty 53.00

Goldstone Infratech Ltd. (GOLDINFRA) - Director Report

Company director report

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.

Financial Results:

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.

Share Capital:

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.

Fixed deposits:

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.

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 out has been 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.


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

Act 2013.

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.

Board Diversity:

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

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 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 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.

Statutory Auditors:

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.

Cost Auditors:

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

Year 2017-18.

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 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.

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 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

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

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:

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
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.


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 award“Winner” 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


Form AOC-I

[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