The Board of Directors have the pleasure in presenting the Companies 38thAnnual Report together with the Audited Financial Statements for the financial year ended31st March 2021 along with the Auditors Report thereon. The World isfacing challenges due to pandemic Covid-19 which has locked down entire humanity andbusiness operations. The operations of your company were suspended for some time and"work from home" initiatives have been taken to ensure safety and health of theemployees. The financial highlights of the Company for F.Y. 2020-2021 are given below:
(Amt in Rs.)
|Particulars ||31st March 2021 ||31st March 2020 |
|Income ||2932444 ||2605000 |
|Less: Expenses ||2560751 ||2378361 |
|Profit Before Taxation ||371693 ||226639 |
|Less: Taxation ||96297 ||61328 |
|Profit after Taxation ||275397 ||165311 |
The Total Income for the financial year under review is Rs.2932444 /- against Rs.2605000/- in previous year. The Net Profit after taxation generated by the companyduring the year under review was Rs.275397/- as compared to Rs. 165311/- during theprevious year.
The Company has been continuously focusing on its existing line of business to improveits profitability in near future.
Your Company intends to conserve available resources to invest in the growth of thebusiness and pursue strategic growth opportunities. Accordingly your Directors do notrecommend any dividend for the year.
Transfer to Reserve:-
There has been no transfer to Reserves during the Financial Year 2020-2021.
The Company has not accepted or renewed any amount falling within the purview ofprovisions of section 73 of the Companies Act 2013 read with the Companies (Acceptance ofDeposit) Rules 2014 during the year under review. Hence the requirement for furnishingof details of deposits is not applicable.
Change in the nature of Business:-
There is no change in the nature of business of the Company during the year underreview.
Impact of Covid-19:-
The Covid-19 pandemic is still continuing and disrupting the lives of the peopleglobally. The Company is continuously taking safety measurements to reduce the spread ofthe virus amongst the employees. The office equipment is rearranged in such a way thatthere is less physical contact amongst the employees and work from home is given to fewemployees. The office premise is being sanitized regularly to reduce the spread of thevirus.
India's economy has been hit hard by the second wave of the Covid-19 pandemic. Thoughit appears that the economic damage during the second wave. The signs of the secondCovid-19 wave emerged in India a few months ago many experts predicted that the economicdamage would not be as bad as the first wave in 2020. There were two primary reasonsbehind the assertion. India had vaccines against the virus and no nationwide lockdown wasimposed.
As Indias higher education sector will continue to hurt from the pandemic it ispremature to fully anticipate the fallout. Much will depend on the cumulative human andeconomic costs of the pandemic through this year and beyond.
The full impact of COVID-19 still remains uncertain and could be different from ourestimates. The Company has considered the possible effects that may result from thepandemic relating to COVID-19 on the carrying amounts of trade receivables tangibleassets intangible assets and investments. The impact assessment of Covid-19 is acontinuing process and the Company will continue to closely monitor any material changesto future economic conditions.
Compliance with the Accounting Standards:-
As mandated by the Ministry of Corporate Affairs the financial statements for the yearended on March 31 2021 has been prepared in accordance with the Indian AccountingStandards (IND AS) notified under Section 133 of the Companies Act 2013 read with Rule 7of the Companies (Accounts) Rules 2014.
Directors and Key Management Personnel (KMP):-
As on March 31 2021 the Board of Directors of your Company comprised of Five (5)Directors one of whom is the Whole Time Director and One (1) is Non-Executive Director.The remaining Three (3) directors are Non-Executive-Independent Directors including WomenDirector.
The composition of the Board is in consonance with Regulation 17 of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 as amended from time to timeand in accordance with the applicable provisions of Companies Act 2013.
During the year Mr. Kundan Kumar Mishra (DIN 07207800) has been appointed asIndependent Directors at 37th Annual General Meeting on 21st Day ofSeptember 2020 for 1st consecutive 5 (Five) years for the period from11/08/2020 to 10/08/2025 and in terms of Regulation 36 of the SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 and 149 of the Companies Act 2013. Mr.Kundan Kumar Mishra (DIN 07207800) Non-executive Independent Director has resigned videletter dated 28/07/2021 to the board due to personal and unavoidable circumstances. TheBoard considered and approved his resignation from the post of Non-Executive IndependentDirector with effect from 02/08/2021. The Board places on record its gratitude for theservices rendered by him during his tenure as a Non-executive Independent Director of theCompany.
During the year Mrs. Ruchi Gupta (DIN: 07283515) has been appointed as IndependentDirectors at 37th Annual General Meeting on 21st Day of September2020 for 2nd consecutive 5 (Five) years for the period from 01/09/2020 to31/08/2025 and in terms of Regulation 36 of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 and 149 of the Companies Act 2013.
Mr. Bhola Pandit Non-Executive Directors is liable to retire by rotation at theensuing AGM pursuant to Section 152 and other applicable provisions if any of theCompanies Act 2013 read with the Companies (Appointment and Qualification of Directors)Rules 2014 (including any statutory modification(s) or re-enactment(s) thereof for thetime being in force) the Articles of Association of the Company and being eligible haveoffered himself for re-appointment. The Board of Directors on the recommendation of theNomination and Remuneration Committee and based on report of performance evaluation hasrecommended his re-appointment as Non-Executive Director of the Company.
Appropriate resolutions for appointment /re-appointment are being placed for theapproval of the shareholders of the Company at the ensuing AGM. The brief resume ofdirectors appointed/re-appointed and other related information has been detailed in theNotice read along with the explanatory statement convening the 38th AGM of theCompany in accordance with the provisions of the Companies Act 2013 read with the Rulesissued there under and the Regulation 36 of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 as amended from time to time.
Policy on Directors Key Managerial Personnel - Appointment & Remunerationincluding Nomination & Remuneration Committee:-
The Board has framed a policy on Directors Appointment and Remuneration &duly constituted Nomination and Remuneration Committee pursuant to the Regulation 19 ofSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 and read withSection 178 of the Companies Act 2013.
The policy provides for selection and appointment of Directors Senior Managementincluding KMP and their Remuneration together with criteria for determiningqualifications positive attributes and independence of a Director.
Remuneration policy for the Directors Key Managerial Personnel and other Employees hasbeen disclosed on the Companys website i.e. www.goldencrest.in.
Details of Committee members and meetings etc. have been disclosed in the CorporateGovernance Report which forms a part of this report.
Disclosure under Section 197(12) of the Companies Act 2013:-
The Company has not employed any employees whose remuneration falls within the purviewof the limits prescribed under the provisions of Section 197 of the Companies Act 2013read with Rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014.
Declaration of Independent Directors:-
The Company has received necessary declaration from each of Independent Directors underSection 149(7) of the Companies Act 2013 that they meet the criteria of independencelaid down in Section 149(6) of the
Companies Act 2013 and the relevant Rules made there on and Regulation 25 of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015.
Directors Responsibility Statement:-
Pursuant to Section 134 (3) (c) read with Section 134 (5) of the Companies Act 2013the Board of Directors to the best of their knowledge and ability confirm that:
i. In the preparation of the annual accounts for the year ended 31st March2021 the applicable Indian Accounting Standards have been followed along with properexplanation relating to material departures if any;
ii. 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 at the end of the financial year 31stMarch 2021 and of the profits of the company for the year ended on that date;
iii. The directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Act for safeguardingthe assets of the company and for preventing and detecting fraud and other irregularities;
iv. The annual accounts have been prepared on a going concern basis;
v. The directors have laid down internal financial controls to be followed by thecompany and such internal financial controls are adequate and operating effectively;
vi. The directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
Committee of the Board:-
The Board of Directors has following Committee
1. Audit Committee
2. Nomination & Remuneration Committee
3. Stakeholder Relationship Committee
4. Risk Management Committee
The details of the Committees along with their composition number of meetings andattendance at the meetings are provided in the Corporate Governance Report.
Statement concerning development and implementation of Risk Management Policy of theCompany:-
The Board of Directors of the Company has constituted a Risk Management Committee toframe implement and monitor the risk management plan for the Company. The Committee isresponsible for reviewing the risk management plan and ensuring its effectiveness. TheCommittee has additional oversight in the area of financial risks and controls. Majorrisks identified by the business and functions are systematically address throughmitigation action on a continuing basis.
The details of Committee and its terms of reference are set out in the CorporateGovernance Report forming part of the Board Report.
Number of Meeting of the Board:-
During the year under review Five (5) Meetings of the Board of Directors of the Companywere held.
Disclosure Regarding Companys Policies under Companies Act 2013 And SEBI(Listing Obligations And Disclosure Requirements) Regulations 2015:-
The Company has framed various policies as per SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 & Companies Act 2013; viz
i) Policy on Criteria for Determining Materiality of Events
ii) Remuneration Policy for the Directors Key Managerial Personnel and otherEmployees
iii) Determining material subsidiary
iv) Related Party transactions Policy
v) Whistle Blower/vigil Mechanism
vi) Archival Policy for disclosure
vii) Code of Conduct for Board of Directors & Senior Management
viii) Policy of Preservation of Documents
ix) Policy on Criteria for Determining Materiality of Events
x) Code of Conduct for Independent Director / Information
xi) Succession Plan are displayed on the website of the Company www.goldencrest.in.
Extract of Annual Return:-
Pursuant to the provisions of Section 134(3) (a) of the Companies Act 2013 Extract ofthe Annual Return for the financial year ended 31st March 2021 made under theprovisions of Section 92 (3) of the Companies Act 2013 read with Rule 12(1) of theCompanies (Management and administration) Rules 2014 is given in Annexure I in theprescribed Form No. MGT- 9 which is a part of this report. The same available on thewebsite of the Company www.goldencrest.in.
Pursuant to the provisions of the Companies Act 2013 read with Rules issued thereunder and Regulation 17 of SEBI (Listing Obligations & Disclosure Requirements)Regulations 2015 the Board of Directors has evaluated the effectiveness of the Board asa whole the various Committees Directors individually (excluding Director beingevaluated) and the Chairman of the Board.
The exercise was carried out by the Independent Directors of the Company through astructured evaluation process covering several aspects of functioning of the Board i.e.attendance contribution at the meetings and otherwise independent judgmentssafeguarding interest of the minority stakeholders composition of Board/ Committeesperformance of specific duties and obligation by members of the board etc.
The performance evaluation of the Independent Directors was carried out by the entireBoard excluding the Directors being evaluated. The Performance evaluation of the Chairmanand Non-Independent Directors was carried out by the Independent Directors at theirseparate Meeting. The Board of Directors expressed its satisfaction with the evaluationprocess.
Particulars of Loans Guarantees or Investments made under Section 186 of the CompaniesAct 2013:-
The Company has complied with the provisions of Section186 of the Companies Act 2013in respect of investments made in earlier and outstanding at the year-end details ofwhich are given in the Financial Statements. There were no loans or guarantees made by theCompany during the year under review.
Particulars of Contracts or Arrangements made with Related Parties: -
All contracts / arrangements / transactions entered into with Related Parties asdefined under the Companies Act 2013 and Regulation 23 of the SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 during the financial year were in theordinary course of business and on an arms length basis and do not attract theprovisions of Section 188 of the Companies Act 2013.
During the year under review the Company did not enter into any contract / arrangement/ transaction with related parties which could be considered material in accordance withthe related party transactions. Accordingly the disclosure of Related Party Transactionsas required under Section 134(3) of the Companies Act in Form AOC-2 is not applicable.Attention of the members is drawn to the disclosures of transactions with the relatedparties is set out in Notes to Accounts forming part of the financial statement for theyear 2020-2021.
Subsidiaries Joint Ventures and Associate Companies:-
The Company does not have any Subsidiary Joint venture or Associate Company.
Details of policy developed and implemented by the Company on its Corporate SocialResponsibility Initiatives:-
Since the Company does not qualify any of the criteria as laid down in Section 135(1)of the Companies Act 2013 with regard to Corporate Social Responsibility provisions ofSection 135 are not applicable to the Company.
Internal Financial Control and their adequacy:-
The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. The Company has developed well-defined internal controlmechanisms and comprehensive internal audit program with the activities of the entireorganization under its ambit.
Further based on the report of Internal Audit function corrective action areundertaken in the respective areas and thereby strengthen the controls. Significant auditobservations and corrective actions thereon are presented to the Audit Committee of theBoard. During the year under review no material or serious observation has been receivedfrom the Internal Auditors of the Company for inefficiency or inadequacy of such controls.
The Company conforms to the norms of Corporate Governance as envisaged in the term ofSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 with the StockExchange. Pursuant to Regulation 34(3) read with Schedule V of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 a detailed Compliance Note onCorporate Governance together with the Auditors Certificate on Corporate Governance isannexed to this report.
Management Discussion and Analysis Report:-
The Management Discussion and Analysis Report for the year under review as stipulatedunder the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015("Listing Regulations") are given in a separate section and forms part of theAnnual Report.
Material Changes and Commitments if any affecting the financial position of theCompany occurred between the ends of the Financial Year to which this Financial Statementrelates and the date of the Report:-
There are no material changes and commitments affecting the financial position of theCompany occurred between ends of the financial year to which this financial statementrelates on the date of this report.
Conservation of Energy Technology Absorption Foreign Exchange Earnings and Outgo:-
In view of the nature of activities which are being carried out by your Company theprovisions of Section 134(3)(m) of the Companies Act 2013 read with Rule 8(3) of theCompanies (Accounts) Rules 2014 pertaining to the conservation of energy and technologyabsorption are not applicable to your Company.
There were no Foreign Exchange earnings or outgo during the period.
Details of Significant and material orders passed by the Regulators or Courts orTribunals impacting the Going Concern Status and Companys operation in future:-
There are no significant and material orders issued against the Company by anyregulating authority or court or tribunal affecting the going concern status andCompanys operation in future. Hence disclosure pursuant to Rule 8 (5) (vii) ofCompanies (Accounts) Rules 2014 is not required.
Auditors & Auditors Observations:-
The matter related to Auditors and their Reports are as under:
1. Statutory Auditor and their Report:-
M/s. Mohindra Arora & Co. Chartered Accountants (FRN:006551N) was appointed asthe statutory auditors of the Company to hold office for a period of five consecutive yearfrom the conclusion of the 34th Annual General Meeting till the conclusion ofthe 39th Annual General Meeting. Auditors have confirmed that they are notdisqualified from continuing as Auditors of the Company.
The requirement to place the matter relating to appointment of Auditors forratification by members at every AGM is done away with vide notification dated 7thMay 2018 issued by the Ministry of Corporate Affairs New Delhi.
Explanations or Comments on Qualifications Reservations or Adverse Remarks orDisclaimers made by the Statutory Auditors in their Report:- The Report given by theStatutory Auditors for the Financial Statements for the year ended 31st March2021 read with explanatory notes thereon do not call for any explanation or comments fromthe Board under Section 134(3) of the Companies Act 2013. The remarks if any made bythe Auditors in their Report are properly explained in the Note no. 20 of the FinancialStatement.
2. Secretarial Auditors and their Report:-
M/s. Vineet Pal & Associates (FRN:13149) Practicing Company Secretary wasappointed to conduct Secretarial Audit of the Company for the financial year 2020-2021 attheir Board of Directors Meeting on 09th November 2020 as required underSection 204 of the Companies Act 2013 read with Companies (Appointment and Remunerationof Managerial Personnel) Rules 2014.
The report of the Secretarial Auditors in Form MR-3 is enclosed as Annexure-II tothis report. The report confirms that the Company had complied with the statutoryprovisions listed under Form MR -3 and the Company also has proper board processes andcompliance mechanism.
The report does not contain any qualification reservation or adverse remark ordisclaimer for further comments or explanations.
3. Internal Auditor:-
The Members of Board has appointed M/s Jain N K & Co. (FRN 148125W) CharteredAccountant as Internal Auditors of the Company for Financial Year 2020-21 at theirmeeting on 09th November 2020 under provisions of Section 138 of the CompaniesAct 2013 read with Rule 13 of the Companies (Accounts) Rules 2014 as recommended byAudit Committee. The Suggestions made by the Internal Auditor in their Report wereproperly implemented.
Vigil Mechanism/ Whistle Blower Policy:-
Your company is committed to highest standards of ethical moral and legal businessconduct. Accordingly the Board of Directors have formulated a Whistle Blower Policy whichis in compliance with the provisions of Section 177(10) of the Companies Act 2013 andRegulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015. The policy provides for a framework and process whereby concerns can be raised byits employees against any kind of discrimination harassment victimization or any otherunfair practice being adopted against them. These have been outlined in the CorporateGovernance Report which forms part of this report.
Human Resources Development envisages the growth of the individual in tandem with theorganization. It also aims at the up-liftment of the individual by ensuring an enablingenvironment to develop capabilities and to optimize performance. Your Directors want toplace on record their appreciation for the contribution made by employees at all levelswho through their steadfastness solidarity and with their co-operation and support havemade it possible for the Company to achieve its current status. The Company on its partwould Endeavour to tap individual talents and through various initiatives ingrain in ourhuman resources a sense of job satisfaction that would with time percolates down theline. It is also the Endeavour of the Company to create in its employees a sense ofbelonging and an environment that promotes openness creativity and innovation. All themanpower initiatives including training meetings and brainstorming sessions areimplemented with the aim of maximizing productivity and aligning organizational needsemployees aspirations.
Listing of Securities:-
The Equity Shares of the Company are listed on Calcutta Stock Exchange Limited (CSE)& BSE Limited (BSE).
The authorized Share capital and the paid-up Equity Share Capital have remainedunchanged during the year under review. The Company has neither issued shares &Securities or any other instruments nor any corporate benefits during the year underreview.
1. The Company has not bought back any of its securities during the year under review.
2. The Company has not issued any Sweat Equity Shares during the year under review.
3. No Bonus Shares were issued during the year under review.
4. The Company has not provided any Stock Option Scheme to the employees.
Additional Information to Shareholders:-
All important and pertinent investor information such as financial results investorpresentations press releases are made available on the Companys website i.e.www.goldencrest.in on a regular basis.
The Company complies with all applicable secretarial standards issued by the Instituteof Company Secretaries of India.
Code of Conduct:-
As prescribed under Listing Regulation a declaration signed by the Whole Time Directoraffirming compliance with the Code of Conduct by the Directors and Senior ManagementPersonnel of the Company for the financial year 2020-2021 forms part of the CorporateGovernance Report.
Board Diversity Policy:-
In compliances with the provision of the Listing Regulations 2015 the Board throughits Nomination and Remuneration Committee has devised a Policy on Board Diversity. Theobjective of the Policy is to ensure that the Board comprises adequate number of memberswith diverse experience and skills experience such that it best serves the governanceand strategic needs of the Company leading to competitive advantage. The Board compositionat present meets with the above objective.
Whenever any person joins the Board of the Company as an Independent Director aninduction programme is arranged for the new appointee wherein the appointee isfamiliarized with the Company his/her roles rights and responsibilities in the Companythe Code of Conduct of the Company to be adhered nature of the industry in which theCompany operates and business model of the Company etc. The details of suchfamiliarization programmes have been disclosed on the Company website i.e. www.goldencrest.in.
Reporting of Frauds:-
During the year under review the Statutory Auditors and Secretarial Auditors have notreported to the Audit Committee and / or Board any instances of fraud committed in theCompany by its officers or employees under Section 143(12) of the Companies Act 2013.
Disclosure under the Sexual Harassment of Woman at Workplace (Prevention Prohibitionand Redressal) Act 2013:-
The Company has in place an Anti-Sexual Harassment Policy in line with the requirementsof The Sexual Harassment of Women at the Workplace (Prevention Prohibition &Redressal) Act 2013.
Internal Complaints Committee (ICC) has been set up to redress complaints receivedregarding sexual harassment. All employees (permanent contractual temporary trainees)are covered under this policy.
The following is a summary of sexual harassment complaints received and disposed offduring the year 2020-2021.
|No of complaints received ||: Nil |
|No of complaints disposed off ||: Nil |
|No of complaints pending as on end of the financial year ||: Nil |
The Directors wish to place on record their appreciation for the contributions made bythe employees at all levels whose continued commitment and dedication helped the Companyachieve better results. The Directors also wish to thank customers bankers Central andState Governments for their continued support. Finally your directors would like toexpress their sincere & whole-hearted gratitude to all of you for your faith in us andyour Co-operation & never failing support.
|By Order of the Board |
|For Golden Crest Education & Services Limited |
|Yogesh Lama ||Rajesh Kumar Kothari |
|(Whole-Time Director) ||(Director) |
|(DIN: 07799934) ||(DIN:03199548) |
|Regd. Office ||: Room No. 2 2nd Floor |
| ||62A Dr. Meghnad Shah Sarani |
| ||Southern Avenue Kolkata-700 029 |
|Email ||: firstname.lastname@example.org |
|Website ||: www.goldencrest.in |
|Date ||: 02nd August 2021 |