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Golden Capital Services Ltd.

BSE: 539853 Sector: Financials
NSE: N.A. ISIN Code: INE135D01010
BSE 00:00 | 17 Jun Golden Capital Services Ltd
NSE 05:30 | 01 Jan Golden Capital Services Ltd
OPEN 23.00
PREVIOUS CLOSE 23.00
VOLUME 10
52-Week high 23.00
52-Week low 0.00
P/E 460.00
Mkt Cap.(Rs cr) 7
Buy Price 24.20
Buy Qty 1.00
Sell Price 23.00
Sell Qty 190.00
OPEN 23.00
CLOSE 23.00
VOLUME 10
52-Week high 23.00
52-Week low 0.00
P/E 460.00
Mkt Cap.(Rs cr) 7
Buy Price 24.20
Buy Qty 1.00
Sell Price 23.00
Sell Qty 190.00

Golden Capital Services Ltd. (GOLDENCAPITAL) - Director Report

Company director report

To

The Members

GOLDEN CAPITAL SERVICES LIMITED

Your Directors have pleasure in presenting their 23Rd Annual Report on thebusiness and operations of the Company and the accounts for the Financial Year ended March31 2018.

1. Performance of the Company

The Board's Report is prepared based on the stand alone financial statements of thecompany.

Particulars 2017-18 2016-2017
Sales 30.10 8.12
Other income 0.35 -
Depreciation & Amortization expenses 0.00 0.00
Other expenses 19.15 6.76
Profit/ Loss before Tax 11.29 1.35
Tax Expenses 3.25 0.45
Profit/Loss after Tax 8.04 0.90

During the Financial year 2017-18 company has achieved growth in terms of turnover ascompare to the performance of last year. The turnover of the company has been increased byRs. 2197996/-during the Financial Year 2017-18. Accordingly the net profit of the companyhas also increased to Rs. 804976/- during the Financial year 2017-18 as compare to profitof the preceding financial year amounting to Rs. 90062/- The Company will try to achievethe performance next year by making more initiative in the activities of the company.

2. DIVIDEND:

With a view to enlarge the business operations of the Company your directors did notrecommend any Dividend for the year under review. There is no amount has been transferredto Reserves.

3. Directors and Key Managerial Personnel:

Mr. Bhavik Nimavat Director of the Company retires by rotation at the forthcomingAnnual General Meeting and being eligible offer himself for reappointment.

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.

The composition of the Board of Directors of the Company has been changed during theFinancial Year 2017-18.

SR NO. NAME OF DIRECTOR DESIGNATION APPOINTMENT / RESIGNATION DATE OF APPOINTMENT / RESIGNATION
1 Mr. Uday Mehta Additional Independent Director Appointment 29/04/2017
2 Mrs. Kruti Kapadia Additional Woman Director Appointment 29/04/2017
3 Mr. Bhavin Shah Additional& Managing Director Appointment 12/06/2017
4 Mr. Kuldeep Singh Shaktawat Non-Executive - Independent Director Resignation 12/06/2017
5 Mrs. Mona Ramdebhai Baraiya Non-Executive - Independent Director Resignation 12/06/2017
6 Mr. Manish Dave Non-Executive - Independent Director Resignation 18/07/2017
7 Mr. Sanjaysinh Jadeja Non-Executive Non Independent Director Resignation 18/07/2017
8. Mr. Himanshu Nakarani Non-Executive Non Independent Director Resignation 18/07/2017
9. Mr. Bhavin Shah Additional& Managing Director Resignation 16/12/2017
10. Mr. Bhavik Nimavat Additional Director Appointment 16/12/2017

4. Meetings:

During the year 12 Board Meetings and Four Audit Committee Meetings were convened andheld. The dates on which the said Board meetings were held:

SR. NO. BOARD MEETING

1 24.04.2017

2 29.04.2017

3 29.05.2017

4 12.06.2017

5 07.07.2017

6 18.07.2017

7 14.08.2017

8 07.09.2017

9 03.10.2017

10 14.11.2017

11 16.12.2017

12 14-02-2018

The intervening gap between the Meetings was within the period prescribed under theCompanies Act 2013.

5. Committees:

The company has several 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

• Stakeholder's 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' ofthe company which forms part of this Annual Report.

6. 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 2018 forms part of thisreport as "Annexure I".

7. STATUTORY AUDITORS & AUDIT REPORT:

CA VANDANA PATEL (Membership No.: 144985) Chartered Accountants has beenappointed as statutory auditors of the company for the financial year 2017-18 to fill thecasual vacancy caused due to resignation of existing statutory auditor of the Company. Inthis regard the Company has received a certificate from the auditors to the effect thatif they are appointed it would be in accordance with the provisions of Section 141 of theCompanies Act 2013.

Auditors comments on your company's accounts for year ended March 31 2017-18 are selfexplanatory 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.

8. Internal Financial Control:

During the year the Company continued to implement their suggestions andrecommendations to improve the control environment. Their scope of work includes review ofprocesses for safeguarding the assets of the Company review of operational efficiencyeffectiveness of systems and processes and assessing the internal control strengths inall areas.

9. COST RECORDS:

Pursuant to Section-148 (1) of the Companies Act 2013 read with Rule 3 of Companies(Cost Records and Audit) Rules 2014 Company does not fall under the criteria formaintaining cost record for the financial year 2017-18.

10.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 2017-18. The Report of theSecretarial Auditor for the FY 2017-18 is annexed to this report as "AnnexureII". The Board of Directors of the Company has discussed the same at arm's lengthand undertaken to take the corrective steps on Qualifications raised by SecretarialAuditor in Secretarial Audit Report.

Secretarial Auditor report (MR-3) is self explanatory and therefore do not call for anyfurther comments.

11. Nomination And Remuneration Policy

The Board has on the recommendation of Nomination and Remuneration / CompensationCommittee framed a policy on directors' appointment and remuneration of Directorsincluding criteria for determining qualification positive attributes independence ofdirectors and remuneration for Directors Key Managerial Personnel and other employees.The policy is annexed to this report as "Annexure III".

12. 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.

13. Deposits

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.

14. 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 CA VANDANA PATEL Chartered Accountants conformingcompliance to the conditions of Corporate Governance as stipulated under Regulations 1718 19 20 21 22 23 24 25 26 27 and clauses (b) to (i) of sub-regulation (2) ofregulation 46 and para C D and E of Schedule V of SEBI (Listing Obligation and DisclosureRequirement) Regulation 2015 is annexed to this Report is annexed to this Report.

15. Vigil Mechanism;

In pursuant to the provisions of section 177(9) & (10) of the Companies Act 2013a Vigil Mechanism for directors and employees to report genuine concerns has beenestablished.

16. 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

17. 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.

18. Particulars of Contracts or Arrangements with Related Parties:

During the financial year 2017-18 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.

However the disclosure in Form No. AOC-2 ‘Annexure: IV' the same formspart of this report pursuant to Section 134 (3) (h) of the Act read with rule 8(2) of theCompanies (Accounts) Rules 2014.

19. Particulars of Loans Guarantees or Investments under Section 186

In terms of provisions of Section 134(3)(g) the Particulars of Loans Guarantees orInvestments under Section 186 is annexed hereto as "Annexure V" andforms part of this Report.

20. 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 VI".

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.

21.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 and adoptingany activities as specified in Schedule VII.

22. 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. Your Company thrust is on the promotion of talent internally throughjob rotation and job enlargement. The Company's Health and Safety Policy commits toprovide a healthy and safe work environment to all employees.

23. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE(PREVENTION PROHIBITION AND REDRESSAL) ACT 2013:

1. Disclosure under Section 22 of 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 10 or more employees engaged inthe company during the financial year is required to set up an Internal ComplaintsCommittee to look into complaints relating to sexual harassment at work place receivedfrom any women employee.

There is one woman employee working in the Organization. The motive of the company isto provide the protection against the Sexual Harassment of woman employee at the workplace. There is no requirement to setup the Internal complaints committee and policy forprevention of sexual harassment at work place in accordance with the section 22 of theSexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.However during the year no complaints were received by the Internal Complaints committeefor sexual harassment from any of the women employees of the company.

24. CHANGE IN NATURE OF THE BUSINESS:

There has been no change in the nature of business of the company during the year underreview.

25. 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 thisReport.

26.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.

27.SIGNIFICANT OR MATERIAL ORDERS AGAINST COMPANY:

No significant and material orders were passed by the regulators or courts or tribunalsimpacting the going concern status and Company's operation in future.

28.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 2018 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 2018 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

29.Acknowledgement

Your Directors wish to place on record their gratitude and sincere appreciation for theassistance and co-operation received from the financial institutions banks Governmentauthorities customers vendors and members during the year under review.

Your Directors would like to express a profound sense of appreciation for thecommitment shown by the employees in supporting the Company in its continued robustperformance on all fronts.

Place: AHMEDABAD BY ORDER OF THE BOARD OF DIRECTORS
Date: 30/05/2018 FOR GOLDEN CAPITAL SERVICES LIMITED
sd/- sd/-
MR. BHAVIK NIMAVAT MR. KRUTI KAPADIA
Director Director
(DIN: 08003993) (DIN: 07746940)

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