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Golden Tobacco Ltd.

BSE: 500151 Sector: Consumer
NSE: GOLDENTOBC ISIN Code: INE973A01010
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OPEN 115.85
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VOLUME 819
52-Week high 189.85
52-Week low 35.05
P/E 31.78
Mkt Cap.(Rs cr) 203
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 115.85
CLOSE 115.90
VOLUME 819
52-Week high 189.85
52-Week low 35.05
P/E 31.78
Mkt Cap.(Rs cr) 203
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Golden Tobacco Ltd. (GOLDENTOBC) - Director Report

Company director report

To

The Members

Golden Tobacco Limited

Vadodara

Your Directors have pleasure to present their 65th Annual Report along withthe Audited Financial Statements of the Company for the Financial Year ended March 312021.

1. THE STATE OF COMPANY'S AFFAIRS:

i. FINANCIAL RESULTS:

(Rs. in Lakhs)

Standalonoe

Consolidated

Particulars 2020-21 2019-20 2020-21 2019-20
Revenue from Operations 4179.46 2342.55 4179.46 2342.55
Profit/(Loss) for the year after charging all expenses but before providing finance costs Depreciation Tax and Exceptional Items 1549.43 (1199.26) 1548.68 (1202.32)
(Less) : Finance Costs (423.98) (1082.14) (424.35) (1082.14)
(Less) : Depreciation and Amortisation Expense (46.51) (101.18) (46.51) (101.18)
Profit/(Loss) before Taxation & Exceptional Item 1078.94 (2382.58) 1077.82 (2385.64)
(Less): Current Tax MAT - - (0.40) -
Add/(Less): Tax Expense/Credit for the earlier Year (written back) - 63.95 - 62.40
Profit/(Loss) after Taxation but before Exceptional Items 1078.94 (2318.63) 1077.42 (2323.24)
Exceptional Item Net -Income/ (Expense) (314.46) 2153.69 (314.46) 2164.58
Net Profit/(Loss) after Taxation & Exceptional Items 764.48 (164.94) 762.96 (158.66)
Other Comprehensive Income/(Loss) 242.44 (428.64) 246.29 (445.48)
Total Comprehensive Income/(Loss) 1006.92 (593.58) 1009.25 (604.14)

i. Financial Highlights/Summary

During FY 2020-21 total standalone income of the Company was Rs.4179.46 Lakhs ascompared to Rs.2342.55 Lakhs in FY 2019-20 registering an Increase of 78.41%.

The Company has booked Net profit of Rs.764.48 Lakhs during the current year as againstloss of Rs.164.94 in the previous year.

2. DIVIDEND

In view of carried forward losses of the company your directors do not recommend anyDividend for the financial year under review.

3. TRANSFER TO GENERAL RESERVE

The Company is not required to transfer any amount to its reserves. Hence no amounthas been transferred to General Reserve of the Company.

4. SHARE CAPITAL

The paid up Equity Capital of the Company as on March 31 2021 was 17608802 equityshares of Rs.10 each with no change as compared to previous financial year.

Since the Company has not issued any equity shares the Company is neither required tofurnish any information in respect of issue of equity shares with differential rightspursuant to Rule 4(4) of Companies (Share Capital and Debentures) Rules 2014 ('SCDRules') nor in respect of issue of Employees Stock Option pursuant to Rule 12(9) of SCDRules nor in respect of issue of Sweat Equity Shares pursuant to Rule 12(9) of SCD Rules.The Company has only one class of equity shares with face value of Rs. 10/- each rankingpari-passu.

5. CHANGE IN NATURE OF BUSINESS

There is no change in nature of business during the year.

6. MATERIAL CHANGES AND COMMITMENTS

There was no material change and commitment affecting the financial position of theCompany which have occurred between the end of financial year of the Company i.e. 31stMarch 2021 and the date of this report and hence not reported.

7. FINANCE

During the year under review your Company does not have any obligation towards itsbankers or any lenders.

8. DEPOSITS

The Company has neither accepted nor renewed any deposits within the meaning of section73 of the Companies Act 2013 ("the Act") read with the Companies (Acceptance ofDeposits) Rules 2014.

9. PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS

Details of loans guarantees and investments covered under section 186 of the Act formspart of the Notes to the financial statement.

10. CORPORATE SOCIAL RESPONSIBILITY ("CSR")

Since the Company does not fall in any of the criteria mentioned in section 135(1) ofthe Act provisions of Section 135 of the Act and rules framed there under relating tocorporate social responsibility are not applicable to the Company. Hence no details inthe regard have been furnished.

11. CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of corporate governance andadheres to the corporate governance requirements set out by SEBI. The Company has beenpracticing the principles of good corporate governance over the years and lays strongemphasis on transparency accountability and integrity. As required under the ListingRegulations a detailed report on Corporate Governance along with the CEO and CFOcertificate and a compliance certificate thereon from a practising Company Secretary formspart of this report as Annexure-I.

12. MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to Regulation 34 of the Listing Regulations the Management Discussion andAnalysis Report is annexed with the report as per Annexure II and forms part ofthis Annual Report.

13. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The Company has not entered into any contracts/ arrangement with related partiespursuant to Section 188 of the Companies Act 2013 during the year under review and henceno information is furnished.

14. ENVIRONMENT OCCUPATIONAL HEALTH AND SAFETY

Good environment as well as safe & healthy working conditions are the root of thegood performance. Your Company has been in a constant quest for providing to itsemployees a very congenial work environment which will in turn add to the performance ofthe Company. Keeping in mind the dynamism in the environment your Company iscontinuously imparting requisite training to its employees in their respective field ofwork.

Health and safety of our employees is of prime concern to us. The workplace is designedto abate the hazards naturally prone to our product(s). No accident or any pollutionproblem was noticed during the year. Care is taken to ensure that all laws pertaining toenvironment pollution health and safety of employees and other relevant enactments arebeing scrupulously adhered to. Our commitment towards the society in terms of providing aclean and healthy environment is of utmost concern and we pledge to take active efforts topreserve the same. The Company is also now accredited with ISO 9001: 2015 certification byTUV NORD - a certification agency for Manufacture and Supply of Cigarettes and TobaccoProducts.

15. CHANGE IN DIRECTORS AND KEY MANAGERIAL PERSONNEL ("KMP")

In terms of applicable provisions of the Act and the Articles of Association of theCompany Shri Pawan Kumar Malsaria Director of the Company retires by rotation at theensuing Annual General Meeting and being eligible offers himself for reappointment. Hisreappointment is recommended by the Nomination and Remuneration Committee. Brief resumeand other details of Shri Pawan Kumar Malsaria who is proposed to be re-appointed as aRetiring Director of your Company have been furnished in the explanatory statement to thenotice of the ensuing annual general meeting.

During the year under review following changes took place in the composition of Boardof Directors:

i. Shri Pawan Kumar Malsaria and Shri Raj Kamal Gupta were appointed as Whole-timeDirectors of the Company w.e.f. 01/09/2020;

ii. Shri Jignesh Bhailal Engineer was appointed as a Non-Executive Non-IndependentDirector w.e.f. 11/09/2020;

iii. Smt. Prama Raval Shah was appointed as an Additional Director to hold the officetill the ensuing Annual General Meeting as well as Non Executive Independent WomanDirector for the term of 5 years with effect from 12/02/2021 subject to approval ofmembers.

iv. Shri Jaskaran Khurana Managing Director of the Company resigned w.e.f. 29/08/2020

v. Consequent to the failure of Special Resolution for re-appointment of Ms. KokilaPanchal Independent Woman Director at the 64th Annual General Meeting of theCompany she resigned w.e.f. 01/01/2021.

vi. Shri Rajkamal Gupta Whole-time Director resigned w.e.f 10/08/2021

vii. Shri Harish Punwani Company Secretary & Compliance Officer of the Companyresigned w.e.f. 13th July 2021

viii. Shri Vikas Dahiya was appopinted as an Additional Director to hold office up toensuing Annual General Meeting as well as Non Executive Independent Director for the termof 5 years with effect from 13/08/2021 subject to approval of members.

The Board places on record its appreciation for invaluable contribution during tenureof Shri Jaskaran Khurana Smt. Kokila Panchal Shri Raj Kamal Gupta and Shri HarishPunwani with the Company.

16. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act the Board of Directors to the best of itsknowledge and ability confirms that:

a) In the preparation of the annual accounts for financial year ended March 31 2021the applicable accounting standards have been followed along with proper explanationrelating to material departures if any;

b) they have selected such accounting policies and applied them consistently and madejudgments and estimates that were reasonable and prudent so as to give a true and fairview of the state of affairs of the Company as at March 31 2021 and of the profit andloss of the Company for the financial year ended March 31 2021 under review;

c) they have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

d) they have prepared the annual accounts for the financial year ended March 31 2021on a going concern basis;

e) they have laid down internal financial controls to be followed by the Company andthat such internal financial controls are adequate and were operating effectively; and

f) they have devised proper system to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.

17. INTERNAL FINANCIAL CONTROL

The Corporate Governance Policy guides the conduct of the affairs of your Company andclearly delineates the roles responsibilities at each level of its key functionariesinvolved in governance. Your Company has in place adequate internal financial controlswith reference to the Financial Statements.

During the year under review no reportable material weakness in the operation wasobserved. Regular audit and review processes ensure that such systems are reinforced on anongoing basis.

18. REMUNERAION POLICY

Pursuant to provisions of the Act the Nomination and Remuneration Committee (NRC) ofyour Board has formulated a Remuneration Policy for the appointment and determination ofremuneration of the Directors Key Managerial Personnel Senior Management and otheremployees. The NRC has developed criteria for determining the qualification positiveattributes and independence of Directors and for making payments to Executive and Non-Executive Directors. The remuneration policy of the Company can also be viewed at thewebsite of the Company i.e. www.goldentobacco.in.

19. RECEIPT OF ANY COMMISION BY MD/WTD FROM THE COMPANY OR FOR RECEIPT OFCOMMISSION/REMUNERATION FROM IT'S HOLDING OR SUBSIDIARY.

Neither the Managing Director nor the Whole time Director(s) are in receipt of anyCommission from the Company its Subsidiary/Holding company. Hence the details ofcommission pursuant to Section 197(14) of the Act are not required to be reported.

20. WHISTLE BLOWER POLICY/VIGIL MECHANISM

The Company has a vigil mechanism/whistle blower policy to deal with instance of fraudand mismanagement if any. In staying true to our values of strength performance andpassion and in line with our vision of being one of the most respected companies in Indiathe Company is committed to the high standards of Corporate Governance and stakeholder'sresponsibility.

21. POLICY AND DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

The Company has in place an Anti Sexual Harrasment Policy in line with the requirementsof the Sexual Harassment of Women at the Workplace (Prevention Prohibition and Redressal)Act 2013 and Rules there under and redressal of complaints of sexual harassment at workplace. Internal Complaint Committee has been set up to redress complaints receivedregarding sexual harassment. All employees (permanent contractual temporary trainees)are covered under this policy. During the year under review no complaints were reportedto the Board.

22. AUDITORS STATUTORY AUDITORS

The Company at its 61st AGM appointed M/s. Bagaria & Co CharteredAccountants as Statutory Auditors of the Company to hold office till the conclusion of 66thAnnual General Meeting. The Company has obtained necessary certificate under Section 141of the Act conveying their eligibility for being the Statutory Auditors of the Company forthe year 2021-22.

SECRETARIAL AUDITOR

As required under Section 204 of the Act and the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 the Company is required to appoint aSecretarial Auditor for auditing secretarial and related records of the Company.

The Secretarial Audit Report for the year 2020-21 given by M/s. Devesh Pathak &Associates Practicing Company Secretaries Vadodara is attached as 'Annexure III'to this Report.

The Board at its meeting held on 29th June 2021 has re-appointed M/s.Devesh Pathak & Associates Practising Company Secretaries Vadodara as SecretarialAuditors for the financial year 2021-22 upon recommendation of the Audit Committee.

23. EXPLANATIONS/COMMENTS ON STATUTORY AUDITORS' REPORT & SECRETARIAL AUDITORS'REPORT

Neither the Statutory Auditors nor the Secretarial Auditors of the Company in theirrespective reports have made any qualifications reservations adverse remarks ordisclaimers. Accordingly no explanations/comments thereon are required to be furnished.

24. REPORTING OF FRAUDS

There have been no instances of fraud reported by the Statutory Auditors under Section143(12) of the Act and rules framed there under either to the Company or to the CentralGovernment.

25. ANNUAL RETURN

Pursuant to section 92(3) read with 134(3)(a) of the Act a copy of the annual returnis placed on the website of the Company i.e. www.goldentobacco.in.

26. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information on conversation of energy technology absorption and foreign exchangeearnings and outgo stipulated under section 134(3)(m) of the Companies Act 2013 read withRule 8 of the Companies (Accounts) Rules 2014 are enclosed as per Annexure-IV ofthe Board's report

27. SUBSIDIARY COMPANIES AND ITS ACCOUNTS:

Your Company has Four subsidiaries namely Golden Realty & Infrastructure Ltd.Golden Investment (Sikkim) Pvt. Ltd. GTC Inc B.V. and Western Express Industries Limitedthe fellow subsidiary of Western Express Industries Limited as on March 31 2021.

Pursuant to section 129(3) of the Companies Act 2013 the Board and the AuditCommittee has reviewed the affairs of the subsidiary companies. There is no AssociateCompany within the meaning of section 2(6) of the Companies Act 2013. There has been nomaterial change in the nature of the business of the subsidiaries. Pursuant to section 136of the Companies Act 2013 the audited financial statement and related information of theCompany and audited accounts of each subsidiaries will be provided to any shareholder ofthe Company on making requisition to the Secretarial Department at the registered officeof the Company or email share@goldentobacco.in These documents will be available forinspection during business hours at the registered office of the Company. A statementcontaining the salient features of the financial statement of subsidiaries in theprescribed format AOC-1 is annexed as per Annexure-V which forms the Board'sreport.

28. CONSOLIDATED FINANCIAL STATEMENTS

The consolidated financial statements of the Company are prepared in accordance withthe Indian Accounting Standards (Ind AS)-110 on Consolidated Financial Statements Section129 of the Companies Act 2013 ("the Act") read with the Companies (Accounts)Rules 2014 and Regulation 33 of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 ("the Listing Regulations") along with a separate statementcontaining the salient features of the financial performance of its subsidiary in theprescribed form. The audited consolidated financial statements together with Auditors'Report forms part of the Annual Report and reflect the contribution of the subsidiaries tothe overall performance of the Company.

29. INDUSTRIAL RELATIONS:

Your Company enjoyed cordial relationship with workers and employees at all levels.

30. HUMAN RESOURCES DEVELOPMENT

Your Company's Human Resources Management Systems and process are aimed to create aresponsive market focused and customer centric and endeavors to move ahead with its mostvaluable resources its employees. Your Company is engaged with a constructiverelationship with employees and always believes that motivated employees are the coresource the competitive advantage and these are the continuous investments providingtraining and development programs an emphasis on productivity and efficiency and underlinesafe working practices etc.

31. PARTICULARS OF EMPLOYEES:

The Statement of disclosure of remuneration under Section 197 of the Act and Rule 5(1)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 isannexed to this report as 'Annexure-VI'. There was no employee of the Companyemployed throughout the year who was in receipt of the remuneration exceeding 1.02 Croreper annum.

32. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

During the year under review no material significant orders were passed by anyRegulator/Hon'ble Courts etc. which would impact the going concern status of the Companyand its future operations. However under Regulation 30 of the Listing Regulation readwith guidance note issued by the SEBI/Stock Exchanges from time to time the Company hasbeen reporting all the updates/major cases/litigations and other matters etc. if any fromtime to time as and when necessary to the Stock Exchanges.

33. BOARD EVALUATION:

Pursuant to the provisions of the Companies Act 2013 read with the ListingRegulations the Board carried out an evaluation of its own performance as well as of thedirectors individually. The performance of the Board was evaluated by the Board afterseeking inputs from all the directors on the basis of criteria such as Board compositionand structure effectiveness of Board process information and functioning etc. The Boardas well as Nomination and Remuneration Committee (NRC) reviewed the performance of theindividual directors. The Chairman of the Board/Committee was also evaluated on the keyaspects of his roles mainly on Board dynamic and relationship information flow decisionmaking relationship with shareholders Company performance and strategy tracking Boardand Committee effectiveness etc.

In separate meeting of independent directors performance of Non Independent Directorsperformance of the Board as a whole and performance of the Chairman of the Board wasevaluated taking into account the views of Executive and Non Executive Directorsincluding the performance of the Board its Committees and individual directors. The samewas discussed in the Board meeting that followed in the meeting of the IndependentDirectors.

34. MEETINGS OF THE BOARD OF DIRECTORS:

During the year under review Six meetings of the Board were held i.e. on June 30.2020August 31 2020 September 11 2020 November 12 2020 December 30 2020 and February12 2021. Details of meetings of the Board and their attendance are mentioned in theCorporate Governance Report which forms part of annual report.

35. DECLARATION BY INEPENDENT DIRECTORS:

The Company has received necessary declaration from each Independent Directors undersection 149(7) of the Companies Act 2013 that he/she meets the criteria of independencelaid down in section 149 (6) of the Companies Act 2013 and Regulation 25 of the ListingRegulations.

36. (A) STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SECTION 149(6) OFTHE ACT

The Board of Directors hereby declares that all the independent directors dulyappointed by the Company have given the declaration and they meet criteria of independenceas provided under Section 149(6) of the Act.

(B) A STATEMENT WITH REGARD TO INTEGRITY EXPERTISE AND EXPERIENCE OF INDEPENDENTDIRECTORS

Your Directors are of the opinion that Independent Directors of the Company are of highintegrity and suitable expertise as well as experience (including proficiency)

37. FAMILIARISATION PROGRAME FOR INDEPENDENT DIRECTORS:

The Company believes that a Board which is well informed/familiarized with theCompany can contribute significantly to effectively discharge its role of trusteeship.All new independent directors inducted into a Board attend an orientation program. Thedetails of familiarization programme are provided in the Corporate Governance Report andalso available on the Company's websitewww.goldentobacco.in

38. CODE OF CONDUCT:

The Code of Conduct is applicable to the members of the Board and all designatedemployees in the course of day to day business operations of the Company. The Code laiddown by the Board is known as "Code of Conduct and Fair Disclosure of UnpublishedPrice Sensitive Information" which forms an Appendix to the Code of Conduct of theCompany which is in line with SEBI (Prohibition of Insider Trading) Regulations 2018 asamended from time to time.

The Company has received affirmations from Board members as well as senior managementconfirming their compliance with the said Code for FY 2020-21.

The Code lays down the standard procedure of business conduct which is expected to befollowed by the Directors and the designated employees in their business dealings and inparticular on matters relating to integrity in the work place in business practices anddealing with stakeholders. All the Board members and the senior management personnel haveconfirmed their compliance with the Code. All management personnel are being providedappropriate training in this regard.

39. PREVENTION OF INSIDER TRADING

The Code requires pre-clearance for dealing in the Company's shares and prohibits thepurchase or sale of Company shares by the Directors and the designated employees while inpossession of unpublished price sensitive information in relation to the Company andduring the period when the 'Trading Window' is closed. The Board is responsible forimplementation of the code. All Directors and the designated employees have confirmedcompliance with the code.

40. COMPLIANCE WITH SECRETARIAL STANDARDS

In terms of Clause no.9 SS-1 (Secretarial Standards-1 on Meetings of Board ofDirectors) your Directors state that the Company has been compliant of applicablesecretarial standards during the year under review.

41. AUDIT COMMITTEE

The composition of the Audit Committee is in line with the provisions of Section 177 ofthe Act read with Regulation 18 of the Listing Regulations. The Chairman of the AuditCommittee is an Independent Director. The Audit Committee of the Board providesreassurance to the Board on the existence of an effective internal control environmentthat ensures the efficiency and effectiveness of the operations of the Company andsafeguarding of assets and adequacy of provisions for all liabilities. Further details onthe Audit Committee and its terms of reference etc. have been furnished in CorporateGovernance Report.

42. NOMINATION AND REMUNERATION COMMITTEE:

The composition of the Nomination and Remuneration Committee (NRC) is in line with theSection 178 of the Act read with Regulation 19 of the Listing Regulations. The Committeedetermines overall Company's Policy on remuneration packages and other terms andconditions of the appointment of the Directors and senior management of the Company aswell as sitting fees to the Non-Executive Directors of the Company and also to approvepayment of remuneration to Managing Director and Whole Time Directors as decided by themembers of the Company and recommends to the Board of Directors for their considerationand approval. The details of meetings and their attendance are included in the CorporateGovernance Report.

43. STAKEHOLDERS RELATIONSHIP COMMITTEE:

The composition of the Stakeholders' Relationship Committee (SRC) is in line with theSection 178 of the Act and Regulation 20 of the Listing Regulations. The Committee looksafter the stakeholders' grievances and redressal of investor's complaints related totransfer of shares non-receipt of balance sheet non-receipt of dividend etc. The detailsof meetings and attendance are included in Corporate Governance Report.

44. RISK MANAGEMENT COMMITTEE:

The composition of the Risk Management Committee is not applicable to your Company.However the Company has voluntarily constituted the Risk Management Committee (RMC) whichis in line with the section 134(3) of the Companies Act read with Regulation 21 of theListing Regulations. The Company has framed Risk Management Policy which inter-alia coversfinancials operational regulatory and Legal and product and market risk etc. and toformulate a procedure for mitigation of risk which may threaten the existence of theCompany.

45. COST RECORDS

The Company is not required to maintain the cost records as specified by the CentralGovernment under Section 148(1) of the Companies Act 2013 and accordingly the Company hasnot maintained the cost records.

46. COST AUDITORS:

The Company is not required to appoint the cost auditor as specified by the CentralGovernment under Section 148(1) of the Companies Act 2013 and accordingly the Company hasnot appointed the cost auditor.

ACKNOWLEDGEMENTS:

Your Directors express their deep gratitude and sincere appreciation for thewhole-hearted assistance and co-operation extended to the Company by the Government

Bankers Financial Institutions Business associates Employees and all theShareholders of the Company who have continued to repose utmost faith in the Company.

For and on behalf of the Board

Place : Vadodara Vinod Bhatia Pawan Kumar Malsaria
Date :13th August 2021 Independent Director Wholetime Director & CFO
DIN: 08235705 DIN:01710944

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