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Golden Carpets Ltd.

BSE: 531928 Sector: Industrials
NSE: N.A. ISIN Code: INE595D01015
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OPEN 7.39
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VOLUME 1
52-Week high 7.93
52-Week low 4.30
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Golden Carpets Ltd. (GOLDENCARPETS) - Director Report

Company director report

Dear Shareholders

We have pleasure in presenting the 27th (Twenty Seventh)Directors Report on the business and operations of the Company and Financial Results forthe year ended 31st March 2021.

FINANCIAL RESULTS:

The financial performance of the Company for the financial year ended31st March 2021 is summarized below:-

Rs. In Lakhs.
S.No Particulars Year ended 31.03.2021 Year ended 31.03.2020
1 Sales 91.35 119.33
2 Other Income 6.65 3.50
3 Total Income (1+2) 98.00 122.83
4 Total Expenses (Excluding Depreciation) 85.15 100.43
5 Depreciation 10.64 10.15
6 Profit/ (Loss) before tax 2.21 12.25
7 Deferred Tax(Liability)/ Asset 0.69 4.29
8 Profit/(Loss) for the year after tax 0.99 7.96

PERFORMANCE:

During the financial year ended as on 31st March 2021 theCompany recorded total revenue of Rs. 91.35 Lakhs as against Rs. 119.93 Lakhs the previousyear and incurred Net Profit of Rs. 0.99 Lakhs as against profit of Rs. 7.96 Lakhs in theprevious year.

IMPACT OF COVID-19

The COVID-19 pandemic has emerged as a global challenge and creatingdisruption across the world. Your Company has during the period under review showedadecline in terms of revenue due to the heightened restrictions on immigration and thelockdown caused due to Covid-19pandemic. However your Company has implemented appropriaterisk mitigation strategies to ensure business continuity. Further the impact of theglobal health pandemic may be different from that estimated at the date of approval ofthese financial results and the Company will continue to closely monitor any materialchanges to future economic conditions. In responding to this crisis our primary objectiveis to ensure the safety of our employees and put in place mechanisms to protect thefinancial well being of the Company and protect its long-term prospects.

EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENT:

Unless as provided elsewhere in this Report there were no significantmaterial changes and commitments affecting financial position of the company between 31stMarch 2021 and as on the date of Board's Report.

CHANGE IN THE NATURE OF BUSINESS IF ANY:

There was no change in the nature of business of the Company during thefinancial year.

SHARE CAPITAL:

The Authorized Share Capital of the Company as on 31st March2021 was Rs. 105000000/- divided into 10500000 equity shares of Rs. 10/- each.

The issued share capital of the Company is Rs. 103592590/- dividedinto 10359259 equity shares of Rs. 10/- each.

The listed share capital of the Company is Rs. 64901590/ - dividedinto 6490159 Equity shares of Rs. 10/- each.

The Paid-up Capital of the Company is Rs. 64901590/- divided into6490159 Equity Shares of Rs. 10/- each.

Further the difference of 99600 Equity Shares between issued capital& listed capital represents the unsubscribed shares in the public issue & thefurther difference of 3769500 Equity Shares is due to forfeiture for non-payment of callmoney.

RESERVES:

Y our Directors does not propose to carry any amount to General ReserveAccount during the financial year.

DIVIDEND:

During the financial year under review the Board does not recommendany dividend.

CORPORATE GOVERNANCE REPORT:

The Company's paid up equity share capital is less than Rs. 10 croreand net worth is less than Rs. 25 crore as on the last day of the previous financial year.As such according to Regulation 15(2)(a) of the SEBI(Listing Obligations and DisclosureRequirements) Regulations2015 the compliances with respect to Corporate Governancedisclosures are not applicable to your Company. However your Company strives toincorporate the appropriate standards for Corporate Governance in the interest of thestakeholders of the Company.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report for the year under review asstipulated under Regulation 34 of the SEBI (LODR) Regulations 2015is presented in aseparate section forming part of the Annual Report. (Annexure-I).

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

A. RETIREMENT BY ROTATION:

Pursuant to provisions of the Companies Act 2013 Ms. Meena BhushanKerur(DIN: 02454919) Director will retire at this Annual General Meeting and beingeligible offers herself for re-appointment.

The Board recommends here-appointment.

B. APPOINTMENT AND CESSATION OF INDEPENDENT DIRECTOR:

During the year Mr. Ramana Naik BhukyaPeda stepped down from the Boardof the Company w.e.f. 30th September 2020 on completion of his term as IndependentDirectors. The Board places on record its appreciation towards the valuable contributionmade by him during his long tenure as Independent Director of the Company.

Further Mr. Maqsood Ahmed was appointed as an Independent Director ofthe Company to hold office for a period of 5(five)years w.e.f. 30thSeptember2020.In the opinion of the Board he possesses requisite expertise integrity andexperience (including proficiency) for appointment as an Independent Director of theCompany

C. APPOINTMENT OF COMPANY SECRETARY & COMPLIANCE OFFICER:

During the year the Board appointed Ms. Priya Mittal as the CompanySecretary & Compliance officer of the Company pursuant to section 203 of the CompaniesAct 2013 w.e.f. 10th November2020.

EVALUATION OF THE BOARD'S PERFORMANCE:

During the year the Board adopted a formal performance evaluationpolicy for evaluating its performance and as well as that of its Committees and individualDirectors including the Chairman of the Board. The exercise was carried out through astructured evaluation process covering various aspects of the Board's functioning such ascomposition of the Board &Committees experience & competencies performance ofspecific duties & obligations etc. Separate exercise was carried out to evaluate theperformance of individual Directors including the Chairman. They were evaluated onparameters such as attendance contribution at the meetings and otherwise independentjudgment etc. The evaluation of the Independent Directors and that of the Chairman wascarried out by the entire Board excluding the Director being evaluated and the evaluationof Non-Independent Directors was carried out by the Independent Directors. A separatemeeting of Independent Directors was also held during the year wherein the performance ofChairman Board and Executive Directors was evaluated.

DECLARATION BY INDEPENDENT DIRECTORS:

All the Independent Directors of the Company have given declarationstating that they meet the criteria of independence as provided under Companies Act 2013and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosures Requirements)Regulations 2015.

FAMILIARIZATION PROGRAMME OF INDEPENDENT DIRECTORS:

As required under Regulation 25(7) of the SEBI (Listing Obligations andDisclosures Requirements) Regulations 2015 each newly appointed Independent Director istaken through a formal induction program including the presentation from the ManagingDirector on the Company's manufacturing marketing finance and other important aspects.The induction for Independent Directors include interactive sessions with ExecutiveCommittee members Business and Functional Heads visit to the manufacturing site etc.

POLICIES:

i. REMUNERATION POLICY:

The Board on the recommendation of the Nomination & RemunerationCommittee framed a policy for selection and appointment of Directors Senior Managementand their remuneration as required under Sec 178 of the Companies Act 2013 and Regulation19(4) read with Schedule II of the SEBI (Listing Obligations and Disclosures Requirements)Regulations 2015.

ii. VIGIL MECHANISM/WHISTLE BLOWER POLICY:

The Company has formulated a Whistle blower policy and has establishedvigil mechanism for employees including Directors of the Company to report genuineConcerns. The provisions of this Policy are in line with the provisions of the Section177(9) of the Act.

iii. POLICY ON BOARD DIVERSITY:

The Board on the recommendation of the Nomination & RemunerationCommittee framed a policy on Board Diversity as required Regulation 19(4) read with Part Dof Schedule II of the SEBI (Listing Obligations and Disclosures Requirements) Regulations2015.

iv. RISK MANAGEMENT POLICY:

The Board of Directors has adopted an Enterprise Risk Management Policyframed by the Company which identifies the risk and lays down the risk minimizationprocedures. These procedures are periodically reviewed to ensure that executive managementcontrols risk through means of a properly defined framework.

v. PRESERVATION OF DOCUMENTS AND ARCHIVAL POLICY:

The Company has formulated a Policy pursuant to Regulation 9 and 30(4)of the SEBI(Listing obligations and Disclosure Requirements) Regulations 2015 onPreservation of the Documents to ensure safekeeping of the records and safeguard theDocuments from getting manhandled while at the same time avoiding superfluous inventoryof Documents.

vi. POLICY ON DISCLOSURE OF MATERIAL EVENTS/INFORMATION:

The Policy is framed in accordance with the requirements of theRegulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.The objective of the Policy is to determine materiality of events or information of theCompany and to ensure that such information is adequately disseminated in pursuance withthe Regulations and to provide an overall governance framework for such determination ofmateriality.

vii. POLICY ON RELATED PARTY TRANSACTIONS:

The Board of Directors has adopted a Policy on materiality of anddealing with related party transactions. No material contract or arrangements with relatedparties were entered into during the year under review.

Your Company's Policy on Related Party Transactions as adopted by yourBoard can be accessed on the Company's website.

viii. INSIDER TRADING POLICY:

The Board of Director has adopted the Insider Trading Policy inaccordance with the requirement of the SEBI (Prohibition of Insider Trading) Regulations2015. The Insider Trading policy of the Company lays down guidelines & procedures tobe followed and disclosures to be made while dealing with the shares of the Company aswell as the consequences of the violations. The policy has been formulated to regulatemonitor and ensure reporting of deals by employees and to maintain highest ethicalstandards of dealing in Companies shares.

The Insider Trading Policy of the company covering code of practicesand procedures for fair disclosure of unpublished price sensitive information and code ofconduct for preventing of insider trading same is available on our website.

AUDITORS & AUDITORS' REPORT:

i. STATUTORY AUDITORS:

M/s. L. S. Reddy & Associates Chartered Accountants (FRN: 012848S)tendered their resignation vide letter dated 18th June 2021from the positionof Statutory Auditors due to health concerns of Mr. L. S. Reddy ('the Auditor') andcovid-19 pandemic situations to act as Statutory Auditor of Golden Carpets Ltd resultinginto a casual vacancy in the office of Statutory Auditors of the Company as envisaged bySection 139(8) of the Companies Act 2013.

In order to fill up such casual vacancy the Board of Directors attheir meeting held on 22nd June 2021as per the recommendation of the auditcommittee and pursuant to provisions of the section 139(8) of the Companies Act 2013 hasappointed M/s. TRM & Associates Chartered Accountants (FRN: 009224S) to conduct theaudit for the period 2020 - 2021 in the Board Meeting held on 22nd June 2021.

The Board hereby recommends that the appointment of M/s.TRM&Associates Chartered Accountants be approved as well as they be appointed as StatutoryAuditor of the Company for a period of five years from the conclusion of 27thAnnual General Meeting till the conclusion of 32nd Annual General Meetingpursuant to the provisions of Section 139 and other applicable provisions of the CompaniesAct 2013 read with the Rules made there under and the remuneration payable shall be as maybe agreed upon between the Board of Directors and Auditors in addition to thereimbursement of service tax and actual out of pocket expenses incurred in relation withthe audit of accounts of the Company.

The Auditors' Report does not contain any reservation qualification oradverse remarks.

ii. SECRETARIAL AUDITOR:

During the financial year the Company has appointed Mr. Akhil MittalCompany Secretary in Whole Time Practice (Membership No. 38717 C P No. 21095)asSecretarial Auditor. The Secretarial Audit report for the financial year 2020-21 isannexed herewith to this Report.(Annexure-II).

Qualifications/ Remarks Replies
l. The Company has not appointed Internal Auditor as required under the provisions of Section 138 read with Rule 13 of the Companies (Accounts) Rules 2014. Since your company operations are limited and the company is running into losses the company has not appointed an Internal Auditor during the financial year.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Act the Board of Directors to thebest of its knowledge and ability confirm that:

a) in the preparation of the annual accounts for the financial year2020-21 the applicable accounting standards had been followed along with properexplanation 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 at the end of thefinancial year 2020 -21 and of the profit and loss of the company for the year 1stApril 2020 to 31st March 2021;

c) the directors had 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 for preventing and detecting fraud andother irregularities;

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

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

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

NAMES OF THE SUBSIDIARIES/ASSOCIATES/JOINT VENTURES:

The Company has no subsidiaries joint ventures or associate companiesduring the financial year under review.

CORPORATE SOCIAL RESPONSIBILITY:

The Company is not required to constitute a Corporate SocialResponsibility Committee and formulate policy on Corporate Social Responsibility as itdoes not fall within purview of Section 135(1) of the Companies Act 2013.

RELATED PARTY TRANSACTIONS:

There were no materially significant transactions with related partiesduring the FY under review which were in conflict with the interest of the Company. Allthe transactions entered into by the Company with Related Parties during year under reviewwere at arms-length basis. Disclosure required under the Accounting Standard (Ind AS 24)have been made in the notes to the Financial Statement.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGEEARNINGS AND OUTGO:

The particulars relating to conservation of energy technologyabsorption foreign exchange earnings and outgo is annexed and marked and forms part ofthis Report. (Annexure-III).

INTERNAL FINANCIAL CONTROLS:

The Company has in place adequate internal financial controls withreference to financial statements. During the financial year such controls were testedand no reportable material weakness in the design or operation was observed.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186:

The Company has not given any loan guarantee or provided security ormade any investments pursuant to the provisions of Section 186 of Companies Act 2013.

DISCLOSURE PERTAINING TO SEXUAL HARRASMENT OF WOMEN AT WORKPLACE:

Your Company has always believed in providing a safe and harassmentfree workplace for every individual working in premises through various interventions andpractices. The Company always endeavours to create and provide an environment that is freefrom discrimination and harassment including sexual harassment.

Also there were no complaints reported under the Prevention of SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.

DISCLOSURES:

i. ANNUAL RETURN:

Pursuant to Section 92 of the Act and Rule 12 of the Companies(Management and Administration) Rules 2014 the Annual Return is available on the websiteof the Company on the following link - https: / / www.goldencarpets.com/annualreports.html

ii. NUMBER OF BOARD MEETINGS:

The Board of Directors of the Company met Six(6) times during thefinancial year and the gap between two meetings did not exceed one hundred and twentydays. The dates on which the said meetings were held are as follows:

29th June 2020; 9thAugust 2020; 20thAugust2020; 4th September 2020; 10th November 2020 & 10thFebruary 2021.

(i) The names and categories of the Directors on the Board theirattendance at Board meetings held during the financial year and the number ofDirectorships and committee chairmanships / memberships held by them in other publiccompanies as on 31st March 2021 are given herein below:

Name of Director Category Number of Board Meetings during the year 2020-21 Whether attended last AGM held on 18th September 2021 Number of Directorships in other public companies $ Number of Comittee position held in other Public Companies #
Entitled to Attend Atten ded
Chair man Member
Mr. Srikrishna Naik Promoter Executive 6 6 Yes Nil Nil Nil
Ms. Meena Bhushan Kerur Non Executive (Promoter) 6 6 No Nil Nil Nil
Mr. Suryana rayana Murthy Krovi Independent Non Executive 6 6 No Nil Nil Nil
*Mr. Ramana Naik Bhukya Peda Independent Non Executive 4 4 No Nil Nil Nil
Mr. Maqsood Ahmed Independent Non Executive 2 2 No Nil Nil Nil

$ Other Directorships do not include Directorships of Private LimitedCompanies Section 8 companies and of companies incorporated outside India.

# Chairmanships / Memberships of Board committees shall include onlyAudit Committee and Stakeholders' Relationship Committee.

*During the year Mr. Ramana Naik BhukyaPeda stepped down from the Boardof the Company w.e.f. 30thAugust 2020 on completion of his term as IndependentDirector.

iii. COMMITTEES OF THE BOARD:

Currently the Board has three Committees:

a. Audit Committee;

b. Nomination and Remuneration Committee&

c. Stakeholder's Relationship Committee.

a. COMPOSITION OF AUDIT COMMITTEE:

Currently the Audit Committee consists of the following members:

a. Mr. Maqsood Ahmed - Chairperson
b. Mr. Suryanarayana Murthy Krovi - Member
c. Mrs. Meena Kerur - Member

The above composition of the Audit Committee consists of independentDirectors viz. Mr. Maqsood Ahmed and Mr. Suryanarayana Murthy Kroviwho forms themajority.

The Audit Committee met Five (5) times during the financial year i.e.29thJune 2020; 20th August 2020; 30thSeptember 2020; 10thNovember 2020 and 10th February 2021. The gap between two meetings did notexceed 120 days and the necessary quorum was present for all the meetings.

The composition of the Audit committee and the details of meetingsattended by its members are given below:

Name Category Number of meetings during the financial year 2020-21
Entitled to Attend Attended
Mrs. Meena Bhushan Kerur Non-Executive 5 5
Mr. Suryana rayana Murthy Krovi Independent Non-Executive - 5 5
*Mr. Ramana Naik Bhukya Peda Independent Non- Executive 2 2
Mr. Maqsood Ahmed Independent Non- Executive 2 2

*During the year Mr. Ramana Naik BhukyaPeda stepped down from the Boardof the Company w.e.f. 30thAugust 2020 on completion of his term as IndependentDirector.

The primary objective of the Audit Committee is to monitor and provideeffective supervision of the financial reporting process to ensure accurate and timelydisclosures with the highest level of transparency integrity and quality.

All the Audit Committee members are financially literate and bring inexpertise in the fields of finance economics and management. Also the Chief FinancialOfficer attend the Committee meetings as invitees.

b. COMPOSITION OF NOMINATION AND REMUNERATION COMMITTEE:

Currently the Nomination and Remuneration Committee consists of thefollowing members:

a. Mr. Maqsood Ahmed - Chairperson
b. Mr. Suryanarayana Murthy Krovi - Member
c. Mrs. Meena Kerur - Member

The Nomination and Remuneration Committee met Five (5) times during thefinancial year i.e. 29thJune 2020; 9th August 2020; 4thSeptember 2020; 30th September 2020 and 10th November 2020.

The composition of the Nomination and Remuneration Committee and thedetails of meetings attended by its members are given below:

Name Category Number of meetings during the financial year 2020-21
Entitled to Attend Attended
Mrs. Meena Bhushan Kerur Non-Executive 5 5
Mr. Suryana rayana Murthy Krovi Independent Non-Executive - 5 5
*Mr. Ramana Naik Bhukya Peda Independent Non- Executive 3 3
Mr. Maqsood Ahmed Independent Non- Executive 1 1

*During the year Mr. Ramana Naik BhukyaPeda stepped down from the Boardof the Company w.e.f. 30thAugust 2020 on completion of his term as IndependentDirector.

c. COMPOSITION OF STAKEHOLDERS RELATIONSHIP COMMITTEE:

Currently the Stakeholders Relationship Committee consists of thefollowing members:

a. Mrs. Meena Kerur - Chairperson
b. Mr. Srikrishna Naik - Member
c. Mr. Suryanarayana Murthy Krovi - Member

i. VIGIL MECHANISM:

The Company has implemented a vigil mechanism policy to deal withinstance of fraud and mismanagement if any. It provides for the directors and employeesto report genuine concerns and provides adequate safeguards against victimization ofpersons who use such mechanism. The Policy on vigil mechanism may be accessed on theCompany's website at the link: http:// www.goldencarpets.com/whjstle-blower-policy.html.There were no complaints received during the year 2020-21.

COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company has devised proper systems to ensure compliance with theprovisions of all applicable Secretarial Standards issued by the Institute of CompanySecretaries of India and that such systems are adequate and operating effectively.

LISTING FEES:

The Company has paid listing fees for the financial year to BSE Limitedwhere its shares are listed.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

The information relating to remuneration of Directors and details ofthe ratio of the remuneration of each Director to the median employee's remuneration andother details as required pursuant to section 197(12) of the Act read along with Rule 5(1)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 isannexed. (Annexure- IV).

Pursuant to Rule5(2) of the Companies (Appointment and RemunerationManagerial Personnel) Rule 2014 there are no employees who are in receipt ofremuneration of Rs. 10200000/ - or more per annum or Rs. 850000/- or more per monthor where employed for a part of the year.

DETAILS OF DEPOSITS:

Your Company has not accepted any deposits as per Section 73 of theCompanies Act 2013 from the public and as such no amount on account of principal orinterest on deposits from public was outstanding as on the date of the Balance Sheet.

THE DETAILS OF SIGNIFICANT MATERIAL ORDERS PASSED BY THE REGULATORS ORCOURTS OR TRIBUNALS IMPACTING THE GOING CONCERNSTATUS AND COMPANY'S OPERATIONS IN FUTURE:

During the financial year there were no significant and materialorders that were passed by the regulators or courts or tribunals impacting the goingconcern status and the Company operations in future.

DECLARATION WITH THE COMPLIANCE WITH THE CODE OF CONDUCT BY MEMBERS OFTHE BOARD AND SENIOR MANAGEMENT PERSONNEL:

The Company has complied with the requirements about code of conductfor Board members and Sr. Management Personnel.

The said policy is available on the website of the Company.

APPRECIATION:

The Board of Directors are pleased to place on record theirappreciation of the co-operation and support extended by the Financial Institutions Banksand various State and Central Government Agencies.

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

The Board would also like to thank the Company's shareholderscustomers suppliers for the support and the confidence which they have reposed in themanagement. Finally the Board appreciate and value the contributions made by theemployees at all levels for their hard work solidarity co-operation and support.

.