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Goldcrest Corporation Ltd.

BSE: 505576 Sector: Others
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P/E 8.15
Mkt Cap.(Rs cr) 88
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OPEN 154.60
CLOSE 154.60
52-Week high 232.45
52-Week low 55.00
P/E 8.15
Mkt Cap.(Rs cr) 88
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Goldcrest Corporation Ltd. (GOLCRESFIN) - Director Report

Company director report

To the Members

goldcrest corporation limited

The Directors present the 38th Annual Report of Goldcrest CorporationLimited (the Company) along with the Audited Financial Statements for the financial yearended March 31 2021. The consolidated performance of the Company and its subsidiarieshave been referred to wherever required.

i. financial results

(Rs in lakhs)

standalone consolidated
Year ended 31st March 2021 Year ended 31st March 2020 Year ended 31st March 2021 Year ended 31st March 2020
Turnover / Gross Income 1981.27 887.53 1981.63 887.89
Total Income 1981.27 887.53 1981.63 887.89
Employee Costs 177.52 175.57 177.52 175.57
Finance Charges 2.66 4.52 2.66 4.52
Depreciation and Amortisation Expense 64.81 54.55 64.81 54.55
Depreciation on Right to use of Assets 65.20 39.92 65.20 39.92
Other Expenses 451.62 416.47 451.93 417.22
Total Expenses 761.81 691.03 762.13 691.78
Profit Before Tax (PBT) 1219.46 196.50 1219.51 196.12
Less: Provision for Taxation
Current Year Tax 143 131.00 143.00 131.00
Deferred Tax 126.05 (20.75) 126.05 (20.75)
Total Tax Expense 269.05 110.25 269.05 110.25
Profit After Tax (PAT) 950.41 86.26 950.46 85.87
Other Comprehensive Income Remeasurement of the defined benefit plans 4.96.00 (0.94) 4.96 (0.934
Change in fair value in Equity Shares 0.00 (14.51) 0.00 (14.51)
Income tax effect relating to remeasurement of the defined benefit plans (125) 0.26 (125) 0.26
Net of Other Comprehensive Income 3.71 (15.19) 3.71 (15.19)
Total Comprehensive Income for the period 954.13 71.07 954.17 70.69
Earning per Equity Shares (EPS)
1. Basic 16.70 1.52 16.70 1.51
2. Diluted 16.70 1.52 16.70 1.51

Note: The above figures are extracted from the audited standaloneand consolidated financial statements as per Indian Accounting Standards (Ind AS).

2. performance of your company consolidated financial results

Your Company recorded consolidated total revenue of Rs 1981.63 lacs asagainst Rs 887.89 lacs in the previous year. The consolidated PBT stood at Rs 1219.51 lacsas against Rs 196.12 lacs in the previous year. The consolidated PAT stood at Rs 950.46lacs as against Rs 85.87 lacs in the previous year.

standalone financial results

On a standalone basis your Company registered total revenue of Rs1981.27 lacs as compared to Rs 887.53 lacs in the previous year. The PBT stood at Rs1219.46 lacs as compared to Rs 196.50 lacs in the previous year. The PAT decreased to Rs950.41 lacs as compared to Rs 86.26 lacs in the previous year.

The Board of Directors in it's meeting held on June 23 2021 hasapproved the opening of a branch office in World Trade Centre Free Zone Dubai UAE.

performance of subsidiary company goldcrest habitats private limited:

In the year under review the company had made a profit of Rs 4590/-for the year as compared to the previous year's loss of Rs 38336/-.

3. change in nature of business

There is no change in the business activity of the Company.


Your Directors are pleased to recommend a dividend of 5 % (Rs 0.50 perequity share of Rs 10/- each) on the equity shares out of the profits of the Company forthe current financial year 2020-21. The said dividend if approved and declared in theforthcoming Annual General Meeting would result in a dividend outflow of Rs 28.45 lacs.For the previous year the dividend outflow was Rs 28.45 lacs and Income tax deducted atsource was Rs 5.85 aggregating to a total outflow of Rs 34.30 lacs.

5. transfer to reserve

The Company does not propose to transfer any amount to the GeneralReserve out of the amount available for appropriations.

6. transfer of unclaimed dividend /unpaid amounts to the investoreducation and protection fund

Pursuant to section 124 and 125 of the Companies Act 2013 read withthe Investor Education and Protection Fund Authority (Accounting Audit Transfer andRefund) Rules 2016 ("IEPF Rules") dividend if not claimed for a period of 7years from the date of transfer to Unpaid Dividend Account of the Company is liable to betransferred to the Investor Education and Protection Fund ("IEPF").

Further all the shares in respect of which dividend has remainedunclaimed for seven consecutive years or more from the date of transfer to unpaid dividendaccount shall also be transferred to the IEPF Authority. The said requirement does notapply to shares in respect of which there is a specific order of Court Tribunal orStatutory Authority restraining any transfer of the shares. In the interest of theshareholders notices in this regard are also published in the newspapers and the detailsof unclaimed dividends and shareholders whose shares are liable to be transferred to theIEPF Authority are uploaded on the Company's website

In light of the aforesaid provisions the Company has during the yearunder review transferred an amount of Rs 117480/- (Rupees One Lakh Seventeen ThousandFour Hundred and Eighty only) to the Investor Education and Protection Fund (IEPF) of theCentral Government being the unpaid and unclaimed dividend amount outstanding for 7 yearsof the Company pertaining to final dividend for the year 2012-13 on November 18 2020.The Company has uploaded the details of unpaid and unclaimed amounts lying with theCompany as on November 18 2020 on the Ministry of Corporate Affairs' website.

Accordingly equity shares of the Company in respect of which dividendhas not been claimed for 7 consecutive years or more from the date of transfer to unpaiddividend account have also been transferred to the demat account of the IEPF Authority.

7. share capital

The paid up equity share capital of the Company as on March 31 2021was 568.97 Lakhs. During the year under review the Company has not issued any shares. TheCompany has not issued shares with differential voting rights. It has neither issuedemployee stock options nor buy-back nor sweat equity shares and does not have any schemeto fund its employees to purchase the shares of the Company.

8. annual return

In terms of Section 92(3) of the Companies Act 2013 and Rule 12 of theCompanies (Management and Administration) Rules 2014 the Annual Return of the Company isavailable on the website of the Company at

9. directors and key managerial personnel

During the year under review your Company had re-appointed Mr. AnandShailesh Bathiya (DIN 03084831) as a Nonexecutive Independent Director for a term of five(5) years from June 17 2020 to June 16 2025 and his appointment was approved at the AGMheld on September 29 2020. Mr. Anand Shailesh Bathiya is a person of integrity possessesrelevant proficiency and has adequate experience and expertise to serve as an IndependentDirector on the Board of the Company. He fulfils the conditions for independence specifiedin the Act the rules made thereunder and the Listing Regulations and such other laws /regulations for the time being in force to the extent applicable to the Company.

During the year under review your Company has also appointed Ms.Namrata Tushar Tanna as a Non-Executive & Non Independent Director w.e.f June 17 2020and her appointment was approved at the AGM held on September 29 2020.

The Board is represented by Two (2) executive Directors Mrs. NitaTushar Tanna Chairperson and Mrs. Anupa Tanna Shah as Managing Director and CEO and one(1) Non-executive Director Mrs. Namrata Tushar Tanna who is appointed by the Board on June17 2020.

The Board also consists of Mr. Kishore Madhavsinh Vussonji as anIndependent Director Mr. Shirish Babulal Kamdar as an Independent Director and Mr. AnandShailesh Bathiya as an Independent Director.

Mrs. Nita Tushar Tanna (DIN: 00170591) Chairperson of your Company isliable to retire by rotation in terms of section 152(6) of the Companies Act 2013 andbeing eligible offers herself for re-appointment.

10. performance evaluation of the board

During the year the evaluation of the annual performance of IndividualDirectors including the Chairperson of the Company and Independent Directors Board andCommittees of the Board was carried out under the provisions of the Act relevant Rulesand the Corporate Governance requirements as prescribed under Regulation 17 of ListingRegulations and based on the circular issued by SEBI dated January 5 2017 with respect toGuidance Note on Board Evaluation. The Nomination and Remuneration Committee had approvedthe criteria for the performance evaluation of the Board its Committees and IndividualDirectors as per the SEBI.

Guidance Note on Board Evaluation.

The Chairperson of the Company interacted with each Directorindividually for evaluation of performance of the Individual Directors. The evaluationfor the performance of the Board as a whole and of the Committees was conducted by way ofquestionnaires.

In a separate meeting of Independent Directors performance ofNon-Independent Directors and performance of the Board as a whole was evaluated. Furtherthey also evaluated the performance of the Chairperson of the Company taking into accountthe views of the Executive Directors and Non-Executive Directors.

The performance of the Board was evaluated by all the Directors of theBoard after seeking inputs from all the Directors on the basis of various criteria such asstructure and diversity of the Board competency of Directors experience of Directorsstrategy and performance evaluation secretarial support evaluation of risk evaluationof performance of the management and feedback independence of the management from theBoard etc. The performance of the Committees was evaluated by the Board after seekinginputs from the Committee members on the basis of criteria such as mandate andcomposition effectiveness of the committee structure of the committee and meetingsindependence of the committee from the Board and contribution to decisions of the Board.The Nomination and Remuneration Committee reviewed the performance of the individualDirectors on the basis of the criteria such as qualification experience knowledge andcompetency fulfilment of functions availability and attendance initiative integritycontribution and commitment etc. and the Independent Directors were additionallyevaluated on the basis of independence independent views and judgement etc. Further theevaluation of Chairperson of the Board in addition to the above criteria for individualDirectors also included evaluation based on effectiveness of leadership and ability tosteer the meeting impartiality etc.

The Chairperson and other members of the Board discussed theperformance evaluation of every Director of the Company and concluded that they weresatisfied with the overall performance of the Directors individually and that theDirectors generally met their expectations of performance. Qualitative comments andsuggestions of Directors were taken into consideration by the Chairperson of the Board andthe Chairperson of the Nomination and Remuneration Committee. The Directors have expressedtheir satisfaction with the evaluation process.

11. subsidiaries joint ventures and associate companies

The Company has 1 (One) wholly owned subsidiary Company as on March 312021 - Goldcrest Habitats Private Limited. There is no associate company within themeaning of Section 2(6) of the Companies Act 2013. There has been no material change inthe nature of the business of the subsidiary.

Pursuant to the provisions of Section 129(3) of the Act a statementcontaining salient features of the financial statements of the Company's subsidiaryin Form AOC-1 "Annexure A" is attached to the financial statements of theCompany.

Pursuant to the provision of Section 136 of the Act the financialstatements of the Company consolidated financial statements along with relevant documentsand separate audited accounts in respect of subsidiaries are available on the website ofthe Company.

12. director's responsibility statement

To the best of their knowledge and belief and according to theinformation and explanations obtained by them your Directors make the following statementin terms of Section 134(3)(c) and 134 (5) of the Companies Act 2013;

i. In the preparation of the Annual Accounts of the Company theapplicable Accounting Standards have been followed and there are no material departures;

ii. The Directors have selected such accounting policies and appliedthem consistently and made judgments and estimates that are reasonable and prudent so asto give a true and fair view of the state of affairs of the Company at the end of thefinancial year ended on March 312021 and the profit for the year ended as on that date;

iii. The Directors have taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of this Actfor safeguarding the assets of the Company and preventing and detecting fraud and otherirregularities;

iv. The Directors have prepared the annual accounts on a going concernbasis;

v. The Directors have laid down internal financial controls to befollowed by the Company and have ensured that such internal financial controls areadequate and are operating effectively;

vi. The Directors have devised proper systems to ensure compliance withthe provisions of all applicable laws and that such systems are adequate and operatingeffectively.

13. cautionary statement

Statements made in this report describing the Company'sobjectives projections estimates expectations or predictions may be forward-lookingstatements within the meaning of applicable securities laws and regulations.Forward-looking statements are based on certain assumptions and expectations of futureevents. The Company cannot guarantee that these assumptions and expectations are accurateor will be realized by the Company. Actual results could differ materially from thoseexpressed in the statement or implied due to the influence of external and internalfactors that are beyond the control of the Company. The Company assumes no responsibilityto publicly amend modify or revise any forward-looking statements on the basis of anysubsequent developments information or events.

14. public deposit

During the year under review your Company has not accepted anydeposits within the meaning of provisions of Chapter V - Acceptance of Deposits byCompanies of the Companies Act 2013 read with the Companies (Acceptance of Deposits)Rules 2014 as amended from time to time.

15. secretarial audit

Pursuant to the provisions of Section 204 (1) of the Companies Act2013 and Rule No. 9 of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 and the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 the Company had appointed M/s. Renu Bang and AssociatesPracticing Company Secretaries to undertake the Secretarial Audit of the Company for theFinancial Year 2020-2021. The Report of the Secretarial Audit is annexed herewith as "AnnexureB".

The Secretarial Audit Report is self-explanatory and does not call forany further comments.

16. maintenance of cost record:

Pursuant to Section 148 of the Companies Act maintenance of CostRecord is not applicable to the Company.

17. reporting of frauds by auditors

During the year under review the Statutory Auditors and theSecretarial Auditor have not reported any instances of frauds committed in the Company byits Officers or Employees to the Audit Committee under section 143(12) of the CompaniesAct 2013.

18. corporate governance

Report on Corporate Governance and Certificate of the Auditors of theCompany regarding compliance of the conditions of Corporate Governance as stipulated inSchedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015with the Stock Exchanges are enclosed as a separate section and form a part of thisreport.

19. conservation of energy technology absorption and foreign exchangeearnings and outflow

The information required under Section 134 of the Companies Act 2013read with the Companies (Accounts) Rules 2014 with regard to Conservation of Energy &Technology absorption is not required to be given as the same is not applicable to theCompany.

Foreign Exchange Earning : NIL
Foreign Exchange Outflow : Rs 26066

20. material changes and commitments if any affecting the financialposition of the company that occurred during the financial year to which these financialstatements relate as on the date of this report

Since the last month of FY 2020 the COVID-19 pandemic developed rapidlyinto a global crisis forcing governments to enforce lock-downs of all economic activity.In enforcing social distancing to contain the spread of the disease our offices andclient offices have been operating with minimal or no staff for extended periods of time.To effectively respond to and manage our operations through this crisis in keeping withits employee-safety first approach the Company quickly instituted measures to trace allemployees and be assured of their well-being. Our teams reacted with speed and efficiencyand quickly leveraged technology to transition the workforce to an entirely new‘work-from-home' model in line with the guidelines issued by the localauthorities.

Continuous communication on the latest updates played a key role inenabling our employees to stay on top of the evolving situation. Several initiatives wererolled out to ensure the staff's effectiveness while working from differentlocations. The Company has implemented a phased and safe return-to-work plan as and whenlockdown restrictions have eased.

In view of the COVID-19 pandemic the company has considered internaland external information and has performed sensitivity analysis based on current estimatesin assessing the recoverability of rent receivables unbilled receivables and otherfinancial assets. However the actual impact of COVID-19 on the Company's financialstatements may differ from the estimated and the Company will continue to closely monitorany material changes based on future economic conditions.

21. significant and material orders passed by the regulators or courtsor tribunals impacting the going concern status of the company

There are no significant and material orders passed by the Regulatorsor Courts or Tribunals which would impact the going concern status and/or the Company'sfuture operations.


As per section 135 of the Companies Act 2013 all Companies having anet worth of Rs 500 crore or more or a turnover of Rs 1000 crore or more or a net profitof Rs 5 crore or more during any financial year are required to constitute a CSR committeeof the Board of Directors comprising three or more Directors at least one of whom shouldbe an Independent Director. All such companies are required to spend at least 2% of theiraverage net profits of the three immediately preceding financial years on CSR-relatedactivities. Accordingly the Company was required to spend Rs 955982/- (which includesan unspent amount of Rs 121298 of the financial year 2019-2020 which has been spent inthe financial year 2020-2021) towards CSR activities however the company has spent anamount of Rs 970899/- which is more than the amount required to be spent by the companywhich was utilized on activities specified in Schedule VII of the Companies Act 2013.

The Annual Report on CSR activities containing details of expenditureincurred by the Company and brief details on the CSR activities is given in "AnnexureC"


There were loans and investments but no guarantees made during the yearunder review under section 186 of the Companies Act 2013.


The related party transactions were entered into on an arm'slength basis and in the ordinary course of business and are in compliance with theapplicable provisions of section 188 of the Companies Act 2013 during the year underreview. Accordingly the disclosure of related party transactions as required underSection 134(3) (h) of the Companies Act 2013 in Form AOC - 2 is not applicable.

All related party transactions are placed before the Audit Committee.The policy on related party transactions as approved by the Board is uploaded on theCompany's website viz. The Policy was last updated on April 12019.

25. auditors and auditors report

M/s. Pankaj P. Sanghavi & Co. Chartered Accountants (Firm'sRegn. No. 107356W) were appointed as the Statutory Auditors of the Company for a periodof 5 (five) years at the 34th Annual General Meeting of the Company to hold office tillthe conclusion of the 39th Annual General Meeting of the Company.

The notes to the Financial Statements referred to in the AuditorsReport are self-explanatory and do not call for any further comments under Section 134 ofthe Companies Act 2013.

26. number of board meetings conducted during the year under review

The Company had held (4) Four Board meetings during the financial yearunder review. The details of the meetings of the board held during the financial year forma part of the Corporate Governance Report.

27. company's policy relating to directors' appointmentpayment of remuneration and discharge of their duties

The Company's Policy relating to appointment of Directors paymentof managerial remuneration Directors' qualifications positive attributesindependence of Directors and other related matters as provided under Section 178(3) ofthe Companies Act 2013 is furnished in "Annexure D"and is attached tothis report.


The Independent Directors met on February 12 2021 without theattendance of Non-Independent Directors and members of the Management. The IndependentDirectors reviewed the performance of Non-Independent Directors and the Board as a whole.The performance of the Chairperson of the Company taking into account the views ofExecutive Directors and Non-Executive Directors was assessed taking into account thequality quantity and timeliness of flow of information between the Company'sManagement and the Board that is necessary for the Board to effectively and reasonablyperform their duties.


In compliance with the requirements of the SEBI (LODR) Regulations25(7) and 46 of SEBI Listing Regulations the Company has put in place a FamiliarisationProgramme for the Independent Directors to familiarize them with the Company their rolesrights responsibilities in the Company nature of the industry in which the Companyoperates business model etc. The detail of this programme is available on the website ofthe company and may be accessed through the web

30. declaration by independent directors

The Company has received declarations from all the IndependentDirectors of the Company confirming that they met with the criteria of independence asprescribed under sub-section (6) of Section 149 of the Companies Act 2013 and as per SEBI(Listing Obligation and Disclosure Requirement) Regulation 2015 ("ListingRegulation 2015").

31. committees of the board

Details of the various committees constituted by the Board of Directorsas per the provisions of Schedule II of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 and Companies Act 2013 are given in the CorporateGovernance Report which forms a part of this report.


As per SEBI Listing Regulations the Corporate Governance Report withthe Auditors' Certificate thereon and the Management Discussion and Analysis areattached which forms part of this report.

The Company has devised proper systems to ensure compliance with theprovisions of all applicable laws including compliance with secretarial standards issuedby the Institute of Company Secretaries of India and that such systems are adequate andoperating effectively.


The details of the policies approved and adopted by the Board areprovided in "Annexure E" to the Board Report.


The Board of the Company has voluntarily formed a Risk ManagementCommittee to frame implement and monitor the risk management plan for the company. TheCommittee is responsible for reviewing the risk management plan and ensuring itseffectiveness. The Audit Committee has additional oversight in the area of financial risksand controls. Major risks identified by the businesses and functions are systematicallyaddressed through mitigating actions on a continuing basis.

Your Company manages monitors and reports on the principal risks anduncertainties that can impact its ability to achieve its strategic objectives. TheCompany's management regularly reviews systems organizational structures processesstandards codes of conduct and behaviours that govern how the Company conducts itsbusiness and manages associated risks.

35. prevention of sexual harassment in the workplace

The Company has constituted an Internal Complaint Committee("ICC") pursuant to the provision of Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 ("Act"). Your Company has zerotolerance on sexual harassment in the workplace. During the year under review ICC has notreceived any complaints under the Sexual Harassment of Women at the Workplace (PreventionProhibition and Redressal) Act 2013.

36. remuneration ratio of the directors / key managerial personnel(kmp) / employees:

The information required pursuant to Section 197 read with Rule 5 ofThe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 inrespect of remuneration of the employees of the Company and Directors is furnishedhereunder:

(A) Information pursuant to Section 197 of the Companies Act 2013 readwith Rule 5(1) of The Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014:

i. The ratio of the remuneration of each Director to the medianremuneration of the employees of the Company for the financial year 2020-21 and thepercentage increase in remuneration of each Director Chief Financial Officer ChiefExecutive Officer Company Secretary in the financial year 2020-21:

Name of Director & KMP Ratio of Remuneration of each Director to median remuneration of Employees % increase in remuneration in the financial year
Executive Directors
Mrs. Anupa Tanna Shah 15.38 Nil
Mrs. Nita Tushar Tanna 4.61 Nil
Non-Executive Directors
Mr. Kishore Madhavsinh Vussonji 0.30 Nil
Mr. Shirish Babulal Kamdar 0.30 Nil
Key Managerial Personnel
Mrs. Anupa Tanna Shah (M.D. & CEO) 15.38 Nil
Mr. Manish Surji Chheda (CFO) 3.46 Nil
Mrs. Marisa Ferreira (CS) 1.38 Nil

ii. The percentage increase in the median remuneration of employees inthe financial year: 34.52%

iii. The Company has 11 permanent employees on its rolls as on March312021.

iv. Average percentile increase made in the salaries of employees otherthan the managerial personnel in the last financial year i.e. 2020-21: - Nil

v. The Company affirms that the remuneration is as per the RemunerationPolicy of the Company (Annexure D).

(B) The information pursuant to Section 197 of the Companies Act 2013read with Rule 5(2) of The Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 is not applicable since during the year under review none of theemployees of the Company was in receipt of remuneration in excess of the limits specifiedwhether employed for the whole year or part thereof.

37. internal financial controls

The Directors had laid down internal financial controls to be followedby the Company and such policies and procedures adopted by the Company for ensuring theorderly and efficient conduct of its business including adherence to Company'spolicies the prevention and detection of frauds and errors the accuracy and completenessof the accounting records and the timely preparation of reliable financial information.The Audit Committee evaluates the internal financial control system periodically.

Based on the framework of internal financial controls and compliancesystems established and maintained by the Company the work performed by the internalstatutory and secretarial auditors and external consultants including the audit ofinternal financial controls over financial reporting by the statutory auditors and thereviews performed by management and the relevant board committees including the auditcommittee the Board is of the opinion that the Company's internal financial controlswere adequate and effective during FY 2020-21.

38. management discussion and analysis

A brief composite summary of the performance of the business andfunctions of the Company is provided in a separate section "Annexure F"and is attached to this report.


The equity shares of your Company are listed on the Bombay StockExchange Ltd. There is no default in paying annual listing fees.


Your Directors acknowledge with gratitude the co-operation andassistance extended by the bankers distributors vendors investors customersinvestors BSE Ltd. National Securities Depository Ltd. Central Depository Services(India) Ltd. and R & T Agent during the year under review and are confident that yourCompany will continue to receive such support in the years ahead. The Directors also wishto thank all the employees for their contribution high degree of commitment support andcontinued co-operation throughout the year.

The Directors regret the loss of life due to the COVID-19 pandemic andare deeply grateful and have immense respect for every person who risked their life andsafety to fight this pandemic.

For and on behalf of the Board of Directors
DIN: 00170591
Place: Mumbai
Date: August 13 2021