GOLDEN CAPITAL SERVICES LIMITED
Your Directors have pleasure in presenting Annual Report on the business and operationsof the Company and the accounts for the Financial Year ended March 31 2017.
1. Performance of the Company
The Board's Report is prepared based on the stand alone financial statements of thecompany.
|Particulars ||2016-2017 ||2015-2016 |
|Sales ||8.12 ||4.18 |
|Other income ||- ||- |
|Depreciation & Amortization expenses ||2.00 ||- |
|Other expenses ||4.77 ||2.92 |
|Profit/ Loss before Tax ||1.35 ||1.26 |
|Tax Expenses ||0.45 ||0.39 |
|Profit/Loss after Tax ||0.90 ||0.87 |
During the Financial year 2016-17 company has achieved growth in terms of turnover ascompare to the performance of last year. The turnover of the company has increased by94.25 % during the Financial Year 2016-17.
With a view to enlarge the business operations of the Company your directors did notrecommend any Dividend for the year under review.
3. Share Capital
Authorized Share Capital:
The Authorized Share Capital of the Company as at March 31 2017 is Rs. 35000000/-divided into 3500000 Equity Shares of Rs. 10/- each.
Issued & Subscribed Share Capital:
The Issued & Subscribed Capital of the Company as at March 31 2017 is Rs.31836000/- divided into 3183600 Equity Shares of Rs. 10/- each.
4. Directors and Key Managerial Personnel:
Mr. Uday Mehta (DIN: 03500407) and Mrs. Kruti Kapadia (DIN: 07746940) wereappointed as Additional Directors of the Company with effect from 29 th April2017. As their term ends at the ensuing Annual General Meeting of the Company aresolution for their regularization forms part of the Notice of the Meeting for approvalof the shareholders.
Mr. Bhavin Shah (DIN: 051182940) was appointed as an Additional Director of theCompany with effect from 12 th June 2017. As his term ends at the ensuing annual GeneralMeeting of the Company a resolution for his regularization forms part of the Notice ofthe Meeting for approval of the shareholders.
Mr. Jaiminkumar Shah resigned as the Managing Director of the Company w.e.f 12thJune 2017. However he continued to act as a Non-executive Director of theCompany. He retires by rotation at the forthcoming Annual General Meeting and beingeligible has offered himself for reappointment.
Mr. Kuldeep Singh Shaktawat and Mrs. Mona Baraiya resigned from the Boardw.e.f. 12th June 2017. Mr. Manish Dave Mr. Sanjaysingh Jadeja and Mr. HimanshuNakarani
resigned from the Board w.e.f 18th July 2017. The Board places on record theirappreciation for the contributions made by these directors in the functioning of theCompany.
The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet with the criteria of independence as prescribed undersub-section 6 of Section 149 of the Companies Act 2013 and under Regulation 16 b) of SEBI(Listing Obligations and Disclosure Requirements) Regulation 2015.
5. Remuneration to directors and key managerial personnel:
For the year ended 31st March 2017 the Company has paid remuneration to KeyManagerial personnel pursuant to Section 197 or any other applicable provisions of theCompanies Act 2013.
6. Remuneration policy and criteria for matters under section 178:
The Board has on the recommendation of Nomination and Remuneration Committee framed apolicy on directors' appointment and remuneration of Directors including criteria fordetermining qualification positive attributes independence of directors and remunerationfor Directors Key Managerial Personnel and other employees. The policy is annexed to thisreport as "Annexure I".
During the year Four Board Meetings were convened and held. The dates on which the saidBoard meetings were held are as under:
|Sr. No. ||Date of Board meeting |
|1 ||30.05.2016 |
|2 ||12.08.2016 |
|3 ||11.11.2016 |
|4 ||13.02.2017 |
The intervening gap between the Meetings was within the period prescribed under theCompanies Act 2013.
The company has three committees which have been established as a part of bestcorporate governance practices and are in compliance with the requirements of the relevantprovisions of applicable laws and statues.
The Board has constituted following Committees.
> Audit Committee
> Nomination and Remuneration Committee
> Stakeholders Relationship Committee
The details with respect to the compositions powers roles terms of reference etc. ofrelevant committees are given in detail in the 'Report on Corporate Governance' of thecompany which forms part of this Annual Report.
9. Board Evaluation:
The Board of Directors has carried out an annual evaluation of its own performanceBoard committees and individual directors pursuant to the provisions of the Companies Act2013 and the corporate governance requirements as prescribed by Securities and ExchangeBoard of India ("SEBI") under Regulation 17 18 19 20 21 22 23 24 25 2627 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and para C D and E ofSchedule V of SEBI (Listing Obligation and Disclosure Requirement) Regulation 2015.
The performance of the Board was evaluated by the Board after seeking inputs from allthe directors on the basis of the criteria such as the Board composition and structureeffectiveness of board processes information and functioning etc.
The Board and the Nomination and Remuneration Committee ("NRC") reviewed theperformance of the individual directors on the basis of the criteria such as thecontribution of the individual director to the Board and committee meetings likepreparedness on the issues to be discussed meaningful and constructive contribution andinputs in meetings etc. In addition the Chairman was also evaluated on the key aspectsof his role.
In a separate meeting of independent Directors performance of non-independentdirectors performance of the board as a whole and performance of the Chairman wasevaluated taking into account the views of executive directors and non-executivedirectors. The same was discussed in the Board meeting that followed the meeting of theindependent Directors at which the performance of the Board its committees andindividual directors was also discussed.
10. Extracts of Annual Return:
Pursuant to sub-section 3(a) of Section 134 and sub-section (3) of Section 92 of theCompanies Act 2013 read with Rule 12 of the Companies (Management and Administration)Rules 2014 the extracts of the Annual Return as at March 31 2017 forms part of thisreport as "Annexure II".
11. Statutory Auditors & Audit report:
M/s. HARISH V. GANDHI & CO. (Firm Registration No. 133039W) CharteredAccountants have been appointed as Statutory Auditors of the Company at the AnnualGeneral Meeting held on September 30 2015 to hold office from the conclusion of 19thAnnual General Meeting (AGM) till the conclusion of the 24th Annual GeneralMeeting of the Company subject to ratification by the shareholders annually. Accordinglyratification of appointment of Statutory Auditors is being sought from the members of thecompany at the ensuing AGM. In this regard the Company has received a certificate fromthe auditors to the effect that if their appointment is ratified it would be inaccordance with the provisions of Section 141 of the Companies Act 2013.
Auditors comments on your company's accounts for year ended March 31 2017 areselfexplanatory in nature and do not require any explanation as per provisions of Section134(3)(f) of the Companies Act 2013.
Notes to the accounts referred to in Auditor's report are self-explanatory andtherefore do not call for any further comments.
12. Internal Financial Control:
The Company has put in place adequate systems of internal control commensurate with itssize and the nature of its business. These systems provide a reasonable assurance inrespect of financial and operational information compliance with both applicable statutes& corporate policies and safeguarding of the assets of the company.
13. Secretarial Auditors and Secretarial Audit report:
Pursuant to Section 204 of the Companies Act 2013 your company had appointed M/s. A.Shah & Associates Practicing Company Secretaries Ahmedabad as its SecretarialAuditors to conduct the Secretarial Audit of the company for FY 2016-17. The Report of theSecretarial Auditor for the FY 2016-17 is annexed to this report as "AnnexureIII".
The Board of Directors of the Company has discussed the same and undertaken to take thecorrective steps on Qualifications raised by Secretarial Auditor in Secretarial AuditReport.
Secretarial Auditor report (MR-3) is self-explanatory and therefore does not call forany further comments.
Your Company has not accepted any fixed deposits from the public within the provisionsof Section 73 to 76 of the Companies Act 2013. Hence the disclosures required as perRule 8(5)(v)&(vi) of the Companies (Accounts) Rules 2014 read with Section 73 to 76of the Companies Act 2013 are not applicable to your Company.
15. Transfer to reserves:
The credit balance of Profit and Loss account is transferred to reserves in Balancesheet.
16. Listing of securities:
The Company's shares are listed on BSE Limited Ahmedabad Stock Exchange and DelhiStock Exchange Limited. However there is no trading on Ahmedabad Stock Exchange and DelhiStock Exchange Limited due to non-functionality of the said exchanges.
17. Corporate Governance
The Company believes that good Corporate Governance is a continuous process and it isour continuous endeavor to achieve good governance by way of a conscious andconscientious effort whereby ensuring the truth transparency accountability andresponsibility in all our dealings with all our stakeholders.
A separate section on Corporate Governance Standards followed by your Company asstipulated under Regulation 34(3) read with Schedule V of SEBI (Listing Obligation andDisclosure Requirement) Regulation 2015 is enclosed as Annexure to this Report. The Reporton Corporate Governance also contains certain disclosures required under Companies Act2013.
A certificate from M/s. HARISH V. GANDHI & CO. Chartered Accountantsconforming compliance to the conditions of Corporate Governance as stipulated underRegulations 17 18 19 20 21 22 23 24 25 26 27 and clauses (b) to (i) ofsub-regulation (2) of regulation 46 and para C D and E of Schedule V of SEBI (ListingObligation and Disclosure Requirement) Regulation 2015 is annexed to this Report.
18. Whistle Blower Policy/Vigil Mechanism;
The Company has established a vigil mechanism by adopting a Whistle Blower Policy forDirectors and employees to report genuine concerns in the prescribed manner. The WhistleBlower policy/vigil mechanism provides a mechanism for the Directors/employees to reportviolations without fear of victimization any unethical behavior suspected or actualfraud violation of the Code of Conduct etc. which are detrimental to the organization'sinterest. The mechanism protects whistle blower from any kind of discriminationharassment victimization or any other unfair employment practice. It provides a mechanismfor employees to approach the Chairman of Audit Committee. During the year no suchincidence was reported and no personnel were denied access to the Chairman of the AuditCommittee.
19. Conservation of Energy& absorption of Technology
(a) Conservation of energy:
|(i) the steps taken or impact on conservation of energy ||N.A |
|(ii) the steps taken by the company for utilizing alternate sources of energy ||N.A |
|(iii) the capital investment on energy conservation equipment's ||N.A |
(b) Technology absorption:
|(i) the efforts made towards technology absorption ||N.A |
|(ii) the benefits derived like product improvement cost reduction product development or import substitution ||N.A |
|(iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)- ||N.A |
|(a) the details of technology imported ||N.A |
|(b) the year of import; ||N.A |
|(c) whether the technology been fully absorbed ||N.A |
|(d) if not fully absorbed areas where absorption has not taken place and the reasons thereof ||N.A |
|(iv) the expenditure incurred on Research and Development ||N.A |
20. Foreign Exchange Earnings / Outgo:-
As the Company has not carried out any activities relating to the export and importduring the financial year. There is no foreign exchange expenses and foreign income duringthe financial year.
21. Particulars of Contracts or Arrangements with Related Parties:
During the financial year 2016-17 there were no contract and arrangement done with therelated parties. The policy on material Related Party Transactions and also on dealingwith Related Party Transactions is approved by the Audit Committee and the Board ofDirectors.
Thus the disclosure under Form AOC-2 pursuant to Section 134 (3) (h) of the Act readwith rule 8(2) of the Companies (Accounts) Rules 2014 is not applicable to the Company.
22. Particulars of Employees Remuneration
A. The ratio of the remuneration of each director to the median employee's remunerationand other details in terms of sub-section 12 of Section 197 of the Companies Act 2013read with Rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 are forming part of this report as "Annexure IV".
B. The statement containing particulars of employees as required under Section 197(12)of the Companies Act 2013 read with Rule 5(2) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 is not provided as no employees is paidremuneration of Rs. 8.55 Lac per month if employed for part of the year and Rs. 1.2 Cr.per Annum if employed for the whole year.
23. Corporate Social Responsibility (CSR)
The company does not fall under the purview of the section 135 of the Companies Act2013 which requires formulating a Corporate Social Responsibility Committee.
24. Transfer of amounts to investor education and protection fund (IEPF):
There were no amounts which were required to be transferred to the Investor Educationand Protection Fund by the Company during the year under review.
25. Holding subsidiary and associate companies:
The Company has no Holding/Subsidiary/Associate Company during the period under review.Hence statement containing salient features of the financial statement ofsubsidiaries/associate companies/joint ventures pursuant to first proviso to sub-section(3) of section 129 read with rule 5 of Companies (Accounts) Rules 2014 under Form AOC-1is not applicable to the Company.
26. Human Resources
Your Company treats its "human resources" as one of its most significantassets. The Company continues its focus on retention through employee engagementinitiatives and provides a holistic environment where employees get opportunities torealize their potential. A number of programs that provide focused people attention arecurrently underway.
27. Obligation of company under the sexual harassment of women at workplace(prevention Prohibition and Redressal) act 2013:
Pursuant to Section 22 of the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 every company having women employees engaged in thecompany during the financial year is required to set up an Internal Complaints Committeeto look into complaints relating to sexual harassment at work place received from anywomen employee.
The motive of the company is to provide protection against Sexual Harassment of womanemployee at the work place therefore the company has setup the Internal complaintscommittee and the said committee has framed policy for prevention of sexual harassment atwork place in accordance with the section 22 of the Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013. However during the year nocomplaints were received by the Internal Complaints committee for sexual harassment fromany of the women employees of the company.
28. Change in nature of the business:
There has been no change in the nature of business of the company during the year underreview.
29. Management Discussion And Analysis:
As per corporate governance norms a separate section on Management Discussion andAnalysis outlining the business of the Company is set out in Annexure forming part of thisAnnual Report.
30. Significant or material event occurred after balance sheet date:
No Event has occurred after the balance sheet date that representing the materialchanges and commitment that affecting the Financial position of the company.
31. Significant or material orders against company:
No significant and material orders were passed by the regulators or courts or tribunals
impacting the going concern status and Company's operation in future.
32. Directors' Responsibility Statement:
Pursuant to requirement under 134(3)(c) and Section 134(5) of the Companies Act 2013
(Act) Directors confirm that:
(a) in the preparation of the annual accounts for the year ended on 31stMarch 2017 the applicable accounting standards read with requirement set out underSchedule III to the Act have been followed and there are no material departures from thesame;
(b) the Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company as at March 31 2017 and of the profit ofthe company for the year ended on that date;
(c) the Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;
(d) the Directors had prepared the annual accounts on a going concern basis;
(e) the Directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and are operatingeffectively and
(f) The Directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.
Your Directors wish to place on record their gratitude and sincere appreciation for the
assistance and co-operation received from the financial institutions banks stockexchange
Government authorities employees and members during the year under review.
|Place: AHMEDABAD ||BY ORDER OF THE BOARD OF DIRECTORS |
|Date : 14/08/2017 ||FOR GOLDEN CAPITAL SERVICES LIMITED |
| ||Sd/- ||Sd/- |
| ||MR. JAIMINKUMAR SHAH ||MR. BHAVIN SHAH |
| ||Director ||Managing Director |
| ||(DIN:06920281) ||(DIN:05118294) |