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Goldcoin Health Foods Ltd.

BSE: 538542 Sector: Agri and agri inputs
NSE: N.A. ISIN Code: INE634J01019
BSE 00:00 | 27 Dec 13.98 0
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12.80

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NSE 05:30 | 01 Jan Goldcoin Health Foods Ltd
OPEN 12.80
PREVIOUS CLOSE 13.98
VOLUME 7977
52-Week high 15.48
52-Week low 2.72
P/E
Mkt Cap.(Rs cr) 4
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
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OPEN 12.80
CLOSE 13.98
VOLUME 7977
52-Week high 15.48
52-Week low 2.72
P/E
Mkt Cap.(Rs cr) 4
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Goldcoin Health Foods Ltd. (GOLDCOINHEALTH) - Director Report

Company director report

#MDStart#

MANAGEMENT DISCUSSION AND ANALYSIS FOR THE FINANCIALRESULTS YEAR 2020-2021

To

The Members

GOLDCOIN HEALTH FOODS LIMITED

(CIN: LI5419GJ1989PLC012041)

Your directors have pleasure in presenting their 32nd Annual Report onthe business and operations of the company together with the Audited Statement of Accountsfor the year ended 31st March 2021.

1 FINANCIAL RESULTS

During the year under review performance of your company is as under:

(Rs. In)

Particular Current Year ended 31st March 2021 Previous Year ended 31st March 2020
Turnover 1569738 3602924
Add : Other Income 0 354909
Total Income 1569738 3957833
Profit/(Loss) before taxation (566788)
Less: Tax Expense
a) Current Tax
b) Excess/Short Provisions of tax
c) Deferred tax expenses (41682)
d) Provision for wealth tax
Profit/(Loss) after tax (525106) (183596)

Years in Retrospact and Future Outlook And Analysis Report:

The Company is engaged in Trading of Food Products mainly in milk. TheCompany collects Raw Material and supplies it to the big dairy for finished products. Themanagement expects higher turnover in the Current Year. Besides it also proposes todevelop the Cattle farm in near future with improved technology.

The management forces improved performance in near future on account ofthis action.

The risk involved in the operations is external and internal. TheExternal factors are based on market competition and availability of cheaper material. Theinternal material related to nature of product which is perishable in nature.

Your company has for the year ended 31st March 2021 reported totalrevenue Rs. 1569738 from operations (as against Rs. 3602924 in the previous year). Theoperating profit of the company (earning before interest depriciation and tax) for theyear ended 31st March 2021 is Rs. (525106) as compared to Rs. (-183596) in previousyear.

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

There is no subsidiary companies and associate companies.

The company does not invite or accept deposites as contemplated underChapter V of the companies act 2013 during the year under review.

The existing internal financial controls are adequate and commensulatewith the nature of business of the companies. Industrial Relations :

The Relations between workmen and management are cordial during theyear.

Insurance :

The properties insurable interests such as buildings plant andmachineries are adequately insured.

Corporate Social Responsibility (CSR) :

The company is not required to undertake Corporate SocialResponsibility (CSR) as it is not applicable to the company as per the provision of thesection 135 of the companies act 2013.

Dividend:

No Dividend is recommended by the Board for the Financial Year ended on31st March 2021.

Amounts Transferred to Reserves:

No amount is transferred to General Reserve due to none recommendationof Dividend and Loss.

Extract of Annual Return:

The extract of Annual Return in format MGT -9 for the Financial Year2020-21 has been enclosed with this report as Annexure-1

Details of Subsidiaries Companies Associate Company & LLP/Partnership

Sr No. Name of Company Nature of Relationship No. of Share hold/Capital Contribution
NIL NIL NIL

* There is no Subsidiary of Company hence no such information isprovided Number of Board Meetings:

During the Financial Year 2020-21 meetings of the Board of Directorsof the company were held as under :

Sr. No. Date of Board Meeting No. of Director Present in the Meeting
1. 15/06/2020 4
2. 13/08/2020 4
3. 02/11/2020 4
4. 11/02/2021 4
5. 31/03/2021 Independent Directors / Director's meeting was scheduled as per Company's Act 2013. All respective Directors were present.

Particulars of Loan Guarantees and Investments under Section 186:

There is no investment in securities neither loan given to any BodyCorporate

During the financial year 2020-21 the Company has not given any loanto any Company including Associate Concern Particulars of Contracts or Arrangements withRelated Parties:

All the transactions are at Arm's length. Remuneration paid to theWorking Directors i.e. Managing Directors is in respect of their time involvement indevelopment of Company. There are no transactions with related parties during the yearunder under review.

Explanation to Auditor's Remarks:

The remarks made by the Auditors in their Report have been suitablydealt with in the schedules and notes and therefore do not call for any furtherclarification.

Conservation of Energy Technology Absorption Foreign ExchangeEarnings and Outgo:

The details of Energy Technology Absorption Foreign ExchangeEarnings and Outgo are not given as there is no menufacturing activity is carried out :

A. Conservation of Energy
B. (1) Research and Development NIL
(2) Technology absorption
C. Foreign Exchange earnings and outgo
(1) Activities relating the export
(2) Foreign Exchange earned NIL
(3) Foreign Exchange used

Risk Management Policy:

The Company has developed a very comprehensive risk management policyand the same is reviewed by the Audit Committee at periodical intervals which in turninforms the Board about the risk assessment and minimization procedures adopted by themanagement. Suggestions or guidance given by the audit committee members are immediatelyimplemented. At the corporate level major risks are reviewed by the Managing Directors anddirections in this regard are issued accordingly.

Details of Directors and Key Managerial Personnel:

Re-Appointment of Directors:

NAME OF DIRECTOR DIN DESGNATION DATE OF APPOINTMENT RESIDENTIAL ADDRESS
DEVANG PRAFULCHANDR A SHAH 00633868 MANGING DIRECTOR 27/03/1989 66/392PRAGATINAGAR AHMEDABAD 380013
ILA PRAFULCHANDR ABHAGAT* 01740646 WHOLE-TIME DIRECTOR 22/08/2007 66-392PRAGAT IN AGAR NARAYANPURA AHMEDABAD 380013
ASHOKKUMAR SOLANKI KANTILAL 06803425 INDEPENDENT DIRECTOR 04/02/2014 4/A GANDHI SAGAR SOCIETY RANIP AHMEDABAD 382480
HIREN SURESHKUMAR MEHTA 06804450 INDEPENDENT DIRECTOR 04/02/2014 A-803 VASUKANAN TOWER GHATLODIA AHMEDABAD 380061

* Resined with effect from 16 August 2021 Due to old Age Smt. IlaBhagat resigned from the Board w.e.f. 16 August 2021 The Board appreciate herco-operation during her tenure. The said vacancy was filed by appointing Smt. PravinabenGohil DIN: 0009279658 as additional director u/s 160 of Company's Act 2013 to holdthe office upto the course of the meeting.

As per the Provision of the Companies Act 2013 and Article ofAssociation of the Company Mr. Devang Shah (DIN: 00633868) retires in ensuing AnnualGeneral Meeting and being eligible seeks Re-Appointment. The Board recommends theirRe-Appointment.

Comparison of Remuneration to Directors and employees:

As the company is at present engaged in trading activities of cattlefarm products the same is being marketed by the working Directors. The administration workof the company is given on job work basis.

Details of significant & material orders passed by the regulatorsor courts or tribunal:

No order has been passed by the Court/Tribunal during the financialyear 2020-2021.

Deposits (As per the Definition Section 2(31) of the Companies Act2013)

The following details of deposits covered under Chapter V of the act:

I. Deposits Accepted during the year:

II. remained unpaid or unclaimed as at the end of the year:

III. Whether there has been any default in repayment of deposits orpayment of interest thereon during the year and if so number of such cases and the totalamount involved-

a. At the beginning of the year :
b. Maximum during the year : NIL
c. At the end of the year :

IV. The details of deposits which are not in compliance with therequirements of Chapter:

Receipt of any commission by Managing Director / Whole Time Directorfrom A Company or for receipt of commission / remuneration from it Holding or subsidiary:

Company is not paying any commission to its director.

Declaration by Independent Director:

The Company has received declaration from all the Independent Directorsunder the Companies Act 2013 and rules made thereunder.

Secretarial Audit Report:

Secretarial Audit Report in prescribed format Form MR-3 given by aPracticing Company Secretary Dilip N. Motwani is annexed with the Board Report as Annexure- 2. The qualification made in secretarial audit is explained as under :

(a) The company has appointed CEO/CFO/CS.

(b) The suspended equity shares of company during year has been revokedin current year after complying with all queries of BSE. Audit Committee:

As on 31st March 2021 the Audit Committee comprises four Directorsout of which two are Independent Directors.

Mr. Hiren Sureshkumar Mehta and Mr. Ashokkumar Solanki KantilalIndependent Director is the Chairman of the Committee. The time gap between two meetingswas less than 120 days. The Committee met four times in the year under review on thedetails of the Audit Committee are given as under:

Attendance record of Gold Coin Health Limited Audit Committee Meetings:

Name of The Member DIN Position Status No. Of Meeting Held Meeting Sitting fees (Rs)
Mr. Hiren Sureshkumar Mehta 06804450 Independent Director Active 4 4 2000
Mr. Ashokkumar Solanki Kantilal 06803425 Independent Director Active 4 4 2000

The functions of the Audit Committee of the Company include thefollowing:

• Oversight of the Company's financial reporting process and thedisclosure of its financial information to ensure that the financial statement is correctsufficient and credible.

• Recommending to the Board the appointment re-appointment ifrequired the replacement or removal of the statutory auditor and fixation of the auditfees.

• Approval of payment to the statutory auditor for any otherservices rendered by the statutory auditors.

• Reviewing with the management the annual financial statementbefore submission to the Board for approval with particular references to :

- Matters required to be included in the Directors ResponsibilityStatement to be included in the Board's report in terms of Section 134 of the CompaniesAct 2013.

- Changes if any. in accounting policies and practices and reason forthe same.

- Major accounting entries involving estimates based on the exercise ofjudgment by management.

- Significant adjustment made in the financial statements arising outof audit findings.

- Compliance with listing and other legal requirements relating tofinancial statements.

• Disclosure of any related party transactions.

• Qualification in the audit report.

• Reviewing with the management performance of statutory andinternal auditors and adequacy of the internal control system.

• Reviewing the adequacy of internal audit plan.

• Discussion with internal auditors on any significant findingsand follow up thereof.

• Reviewing the findings of any internal investigation by theinternal auditors into matters where there is suspected fraud or irregularity or a failureof internal control systems of a material nature and reporting the matter to the Board.

• Discussion with statutory auditors before the audit commencesabout the nature and scope of audit as well as post audit discussion to ascertain any areaof concern.

• To look into the reasons for substantial defaults in thepayments to the depositors shareholders (in case of non-payment of declared dividends)and creditors.

• Reviewing the functioning of the Whistle Blower Mechanism.

• Carrying out any other function as is mentioned in the terms ofreference of the Audit Committee.

The Audit Committee is empowered pursuant to its terms of referencesto:

• Investigate any activity within its terms of reference and toseek any information it requires from any employee.

• Obtain legal or other independent professional advice and tosecure the attendance of outsiders with relevant experience and expertise when considerednecessary.

The Company has systems and procedures in place to ensure that theAudit Committee mandatorily reviews:

• Management discussion and analysis of financial condition andresults of operations.

* Statement of significant related party transactions (as defined bythe Audit Committee) submitted by management

* Management letters/letters of internal control weaknesses issued bythe statutory auditors.

* Internal audit reports relating to internal control weaknesses.

* The appointment removal and terms of remuneration of the internalauditor.

In addition the Audit Committee of the Company also reviews thefinancial statements. The Audit Committee is also apprised on information with regard torelated party transactions by being presented:

* A statement in summary form of transactions with related parties inthe ordinary course of business.

* Details of material individual transactions with related partieswhich are not in the normal course of business.

* Details of material individual transactions with related parties orothers which are not on an arm's length basis along with management's justification forthe same.

Statement Indicating the Manner in which Formal Annual Evaluation hasbeen made by the Board of its own Performance its Directors and that of its Committees:

During the year the Board adopted a formal mechanism for evaluatingits performance and as well as that of its Committees and individual Directors includingthe Chairman of the Board. The exercise was carried out through a structured evaluationprocess covering various aspects of the Boards functioning such as composition of theBoard & committees experience & competencies performance of specific duties& obligations governance issues etc. Separate exercise was carried out to evaluatethe performance of individual Directors including the Board Chairman who were evaluated onparameters such as attendance contribution at the meetings and otherwise independentjudgement safeguarding of minority shareholders interest etc.

The evaluation of the Independent Directors was carried out by theentire Board and that of the Chairman and the Non Independent Directors were carried outby the Independent Directors. The Directors were satisfied with the evaluation resultswhich reflected the overall engagement of the Board and its Committees with the Company.

Nomination & Remuneration Committee Policy:

The sitting fee paid to the non-executive directors commission toindependent director and remuneration paid to the whole-time director is approved by theremuneration committee. Remuneration Committee consists of Mr.Ashokkumar Solanki Kantilaland Mr.Hiren Sureshkumar Mehta both Independent Directors.

Half- yearly Declaration

A half - yearly/Quarterly Declaration of financial performanceincluding summary of significant events in the last six months is currently not being sendto each household of shareholders. However the Company publishes its results in nationaland state level newspapers having wide circulation. The results are also posted on thewebsite of the Companywww.goldcoinhealthfoods.com. Disclosure on Establishment of a VigilMechanism:

Fraud free corruption free work culture has been core to the Company.In view of the potential risk of fraud and corruption due to rapid growth and geographicalspread of operations the Company has put an even greater emphasis to address this risk.

To meet this objective a comprehensive Fraud Risk Management (FRM)policy akin to vigil mechanism or the Whistle Blower Policy has been laid down by theBoard of Directors Managerial remuneration:

Sr. No. Name of Director * Remuneration for F.Y 2020-2021 Remuneration for F.Y 2019-2020
(Amount In Rs.) (Amount In Rs.)
1. Devang Shah 90000 90000
2. Ila Bhasat 90000 90000

*Remuneration is not required to be paid to independent director as perSection 149 read with Schedule IV of Companies Act 2013.

Disclosures under Sexual Harassment of Women at Workplace (PreventionProhibition & Redressal) Act 2013:

In accordance with the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 Gold Coin Health Limited has modifiedthe erstwhile policy for Prevention of Sexual Harassment at the Workplace and the Board ofDirectors have unanimously adopted the same w.e.f. July 23 2014.

Vide notification dated December 9 2013; Ministry of Women and ChildDevelopment have introduced Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Rules 2013. The earlier policy has been amended byincorporating the rules and procedures as mandated in the said notification. The revisedpolicy shall be in effect from July 23 2014. Company has Appointed Smt. Ila P. Bhagat toredress the issues regarding Sexual Harassments at work place.

Directors Responsibility Statement:

In accordance with the provisions of Section 134(5) of the CompaniesAct 2013 your directors confirm that:

a) In the preparation of the annual accounts for the financial yearended 31st March 2021 the applicable accounting standards had been followed along withproper explanation relating to material departures;

b) The directors had selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company as at 31st March 2021and of the profit /loss of the Company for that period;

c) The directors had taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of theCompanies Act 2013 for safeguarding the assets of the company and for preventing anddetecting fraud and other irregularities;

d) The directors had prepared the annual accounts on a going concernbasis;

e) The directors had devised proper systems to ensure compliance withthe provisions of all applicable laws and that such systems were adequate and operatingeffectively

f) The directors had laid down internal financial controls to befollowed by the company and that such internal financial controls are adequate and wereoperating effectively.

Green initiatives:

During fiscal 2011 we started a sustainability initiative with the aimof going green and minimizing our impact on the environment. Like the previous years thisyear too we are publishing only the statutory disclosures in the print version of theAnnual Report. Additional information is available on our websitewww.goldcoinhealthfoods.com

Electronic copies will be the Annual Report 2020-21 and Notice of the32nd Annual General Meeting are sent to all members whose email addresses are registeredwith the Company / Depository Participant(s). For members who have not registered theiremail addresses physical copies of the Annual Report 2020-21 and the Notice will be the32nd Annual General Meeting are sent in the permitted mode. Members requiring physicalcopies can send a request to the Company.

The Company provides e-voting facility to all its members to enablethem to cast their votes electronically on all resolutions set forth in the Notice. Thisis pursuant to Section 108 of the Companies Act 2013 and Rule 20 of the Companies(Management and Administration) Amendment Rules 2015. The instructions for e-voting areprovided in the Notice.

Acknowledgment

The Directors express their sincere appreciation to the valuedshareholders bankers and clients for their support.

#MDEnd#

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