Golden Bull Research & Growth Limited
The Directors have pleasure in presenting their 34TH Annual Report of theCompany together with the Audited Statement of Accounts for the year ended 31st March2017.
|The Financial Results are stated as under: || ||(Rs.) |
|PARTICULARS ||Year Ended 31.03.2017 ||Year Ended 31.03.2016 |
|Sales & Operating Income ||- ||8377500 |
|Other Income ||310000 ||1170003 |
|Total Income ||310000 ||9547503 |
|Total Expenditure with Depreciation ||326729 ||9466155 |
|Gross Income/ (Loss) before Taxation ||(16729) ||81348 |
|Provision for Taxation ||18815 ||38727 |
|Net Profit/(Loss) ||(10910) ||68909 |
MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion and Analysis as required by the Listing Regulations isincorporated herein by reference and forms an integral part of this report as (Annexure 1)
The Company has earned loss of Rs. 10910/- during the current financial year ended on31.03.2017.
According to the International Monetary Fund (IMF) the global economy is expected togrow at approximately 3.2% in 2017. USA is showing signs of strong fundamentals (lowunemployment consumer spending etc.) which continue to support recovery. Asiacontributed on an average two-thirds to the global economic growth in the past few yearsand is expected to continue driving this growth in 2017. Japan is expected to remainsteady while China is expected to witness a marginal slowdown in growth.
Risks to global growth in the form of deflation slowdown in China lower commodityprices and interest rate hike in USA continue to weigh heavily on the growth momentum andoutlook.
GDP growth in Europe is expected to remain low as the strength of supportive factors(accommodative monetary policy low energy prices and Euro depreciation) diminishesamidst uncertainty relating to Britain's referendum migrant crisis and geo-politicaltensions. Europe continues to face multiple headwinds due to high debt levels a fragilebanking sector and increasing political impasse.
India is expected to continue its growth momentum in Financial Year 2017-18 on the backof robust manufacturing & Service sector growth. Further various measures such asMake in India' Smart Cities' Digital India' that the Government hasbeen taking in the last couple of years are beginning to show results and the gradualimplementation of structural reforms will continue to broaden and contribute towardshigher growth to the Country and good business growth is expected.
BUSINESS OVERVIEW DURING THE YEAR:
The current year so far have not witnessed any significant jump in terms of textilebusiness. However your Directors are continuously looking for new avenues for the futuregrowth of the Company and look forward to a robust growth. Sustained efforts of the Boardwould hopefully mitigate the accumulated losses of the Company as quickly as possible.
EXTRACT OF ANNUAL RETURNS:
In accordance with Section 134(3)(a) of the Companies Act 2013 an extract of theannual return is annexed as (Annexure -III).
1. The Paid up capital of the Company is Rs. 47400000/-.
2. The Board of Directors of the company as on 31.03.2017 consists of 4 Directorsnamely Mr. Pankaj Jain Managing Director Mr. Naveen Kumar Executive Director Mr. JayaShaw Independent Director (Women Director) and Mr. Arun Kumar Nahata Independent Directorof the Company.
3. The secured debt of the company is Nil.
4. The Promoters holding is consists of 690000 equity shares of Rs.1/- each amountingto 1.46 %.
5. There was no un-paid dividend during the year.
The board regrets its inability to declare any dividend for the year under review.
During the year under review the Company's share capital remained unchanged. TheAuthorised Share Capital of the Company is Rs. 47500000 (Rs. Four Crores Seventy FiveLakh only) divided into 47500000 (Four Crores Seventy Five Lakhs) Equity Shares of Re.1/- each. The Issued Share Subscribed & Paid-up Capital is Rs. 47400000 (Rs. FourCrores Seventy Four Lakhs only) divided into 47400000 (Four Crores Seventy Four Lakhs)Equity Shares of Re. 1/- each.
TRANSFER TO RESERVES:
Your Company has not transferred any amount to the Reserve & Surplus.
SUBSIDIARY ASSOCIATES AND JOINT VENTURE COMPANY:
Your Company does not have any subsidiaries joint ventures and associate companies ason March 31 2017 and therefore the requirements of sub Section (3) of Section 129 ofCompanies Act 2013 will not be applicable to the Company.
The Company has not required in accordance with Sub Section (3) of Section 129 of theCompanies Act 2013 prepared consolidated financial statements of the Company.
The Company has in accordance with Sub Section (2) of Section 129 Section 129 of theCompanies Act 2013 prepared Standalone financial statements of the Company.
Further the report on the performance and financial position of the subsidiaryassociate and joint venture and salient features of the financial statements in theprescribed Form AOC-1 does not form part of the report.
DETAILS OF CONTRACTS / ARRANGEMENTS WITH RELATED PARTIES:
As required in terms of provisions of Section 188 of the Companies Act 2013 thedetails of certain contracts / arrangements with related parties are required to bedisclosed in form AOC-2 as a part of this report however during the year your Company hasnot entered into any such contract /arrangements with related parties hence AOC 2is not part of the report.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE ACT:
Details of the loans made by the Company to other body corporate or entities are givenin notes to financial statements loans guarantee Investments are under the prescribedlimited as per the Companies Act.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE:
1. The Bombay Stock Exchange Ltd. vide its Order Number 2015121-2 dated December 212015 regarding suspension of trading in the Securities of the Company w.e.f. December 242015.
The Bombay Stock Exchange further vide its notice no. 20151218-28 dated December 182015 notice no. 20160115-8 dated January 15 2016 and notice no. 20160304-28 dated March04 2016 intimated the end to end process for suspension of revocation.
The Board of your company taken on records all the notices of the Exchange and Boardwill shortly start the process to Revocation of suspension and for regular trading of thesecurities of the Company on the Stock Exchange.
As on 31.03.2017 the company held no deposit in any form from anyone. There was nodeposit held by the company as on 31.03.2017 which was overdue or unclaimed by thedepositors. For the present the broad of directors have resolved not to accept anydeposits from public.
The equity shares of the Company are listed at the Bombay Stock Exchange Ltd. andKolkata Stock Exchange Ltd.
During the year SEBI notified the Listing Regulations and the same were effectiveDecember 1 2015. The Listing Regulations aim to consolidate and streamline the provisionsof the erstwhile listing agreement for different segments of capital markets to ensurebetter enforceability. In terms of the Listing Regulations all listed entities wererequired to enter into a new listing agreement with the stock exchanges.
In compliance with the requirement the Company has executed the listing agreement withthe BSE Limited.
PARTICULARS OF EMPLOYEES:
In terms of the provisions of Section 197 (12) of the Companies Act 2013 read with theRule 5(2) of the Companies (Appointment and Remuneration) Rules 2014 as amended fromtime to time the Company is required to disclose the ratio of the remuneration of eachdirector to the median employee's remuneration and such other details however the companyhas not paid any remuneration to its KMP and other Directors during the financial yearhence there are no such details for reporting under this clause.
In accordance with SEBI Circular CIR/CFD/POLICY CELL/7/2014 dated 15th September 2014and as per the Regulation 15 of the SEBI (Listing obligations and Disclosure Requirements)Regulations 2015 provisions of regulation 27 reporting on Corporate Governance shallnot apply to the listed entity having paid up share capital not exceeding Rs. 10 crore andthe Net Worth not exceeding Rs. 25 crore as on the last day of the previous financial yeari.e. March 31 2017 the Company even though being an listed entity since does not fallsunder the criteria attracting the obligations to adhere to the compliance with thecompliances of Clause 49 of Listing Agreement amended (under Regulation 27(2) ofSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015.
However the Board has decided to continue to comply with the requirements of for bestsecretarial practice of Corporate Governance as stipulated under clause 49 of the EquityListing Agreement and accordingly the summary Report on Corporate Governance forms partof the Annual Report as (Annexure - IV).
The requisite Certificate from the Statutory Auditors of Company Anupam SarkarChartered Accountant Kolkata regarding compliance with the conditions of CorporateGovernance is annexed to this Report.
BOARD OF DIRECTORS:
During the year the Board of Company comprises of the following Directors:
|Mr. Pankaj Jain ||- Managing Director |
|Mr. Navin Kumar ||- Executive Director |
|Mr Arun Kumar Nahta ||- Independent Director |
|Ms. Jaya Shaw ||- Independent Director (Women Director) |
RE-APPOINTMENT (RETIRE BY ROTATION):
As per the provisions of Section of the Companies Act 2013 Mr. Naveen Kumar willretire at the ensuing AGM and being eligible seeks re-appointment. The profile andparticulars of experience attributes and skills that qualify Mr. Naveen Kumar for theBoard membership is disclosed in the Notice convening the AGM. The Board recommends andseeks your support in confirming Mr. Naveen Kumar re-appointment.
There was no change in the composition of Board of Director during the currentfinancial year.
The Company scheduling of meetings of Board with proper notices and agenda &calendar is prepared and circulated in advance. The Board met Four (4) times during theyear 2016-17 the details of which are given in the Corporate Governance Report. Theintervening gap between the meetings was within the period prescribed under the CompaniesAct 2013 and the Listing Regulations.
POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION:
The Nomination and Remuneration Committee (NRC) works with the Board to determine theappropriate characteristics skills and experience for the Board as a whole and itsindividual members with the objective of having a Board with diverse backgrounds andexperience in business education. Characteristics expected of all Directors includeindependence integrity high personal and professional ethics sound business judgmentability to participate constructively in deliberations and willingness to exerciseauthority in a collective manner.
The policy of the Company on directors' appointment and remuneration includingcriteria for determining qualifications positive attributes independence of a directorand other matters provided under Subsection (3) of Section 178 of the Companies Act 2013adopted by the Board are stated in this Board report. We affirm that the remunerationpaid to the directors is as per the terms laid out in the nomination and remunerationpolicy of the Company.
FAMILIARISATION AND TRAINING PROGRAMME FOR INDEPENDENT DIRECTORS:
Every new independent director of the Board attended an orientation program. Tofamiliarize the new inductees with the strategy operations and functions of our Companythe executive directors / senior managerial personnel make presentations to the inducteesabout the Company's strategy operations product and service offerings markets softwaredelivery organization structure finance human resources technology qualityfacilities and risk management.
The Company has organized the following workshops for the benefit of Directors andIndependent Directors:
(a) a program on how to review verify and study the financial reports;
(b) a program on Corporate Governance;
(c) Provisions under the Companies Act 2013; and
(d) SEBI Insider Trading Regulation 2015;
(e) SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015
Further at the time of appointment of an independent director the Company issues aformal letter of appointment.
The Board evaluated the effectiveness of its functioning that of the Committees and ofindividual Directors. The Board through Nomination and Remuneration Committee sought thefeedback of Directors on various parameters such as:
33Degree of fulfilment of key responsibilities towards stakeholders;
The structure composition and role clarity of the Board and Committees;
Extent of co-ordination and cohesiveness between the Board and its Committees;
Effectiveness of the deliberations and process management;
Board/Committee culture and dynamics; and
Quality of relationship between Board Members and the Management.
The Chairman of the Board had one-on-one meeting with the Independent Directors and theChairman of NRC had one-on-one meeting with the Executive and Non-Executive Directors.These meeting were intended to obtain Directors' inputs on effectiveness of theBoard/Committee processes.
The Board considered and discussed the inputs received from the Directors. Also theIndependent Directors at their meeting reviewed the performance of the Board Chairman ofthe Board and that of Non-Executive Directors.
COMMITTEES OF THE BOARD:
Currently the Board has three committees: 1. Audit Committee 2. Nomination andRemuneration Committee 3. Stake Holders Relationship Committee & Share TransferCommittee.
A detailed note on the Board and its committees is provided under the corporategovernance report section in this Annual Report.
COMPENSATION POLICY FOR THE BOARD AND SENIOR MANAGEMENT:
Based on the recommendations of NRC the Board has approved the Remuneration Policy forDirectors Key Managerial Personnel (KMP) and all other employees of the Company. As partof the policy the Company strive to ensure that the remuneration paid to the Boardmembers and Senior Management should be appropriate and under the limit of the act.
The Remuneration Policy for Directors KMP and other employees was adopted by the Boardduring the F.Y. 2014-15 during the year there have been no changes to the Policy.
INDEPENDENT DIRECTORS DECLARATIONS:
The Company has received necessary declaration from each independent director 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 the Listing Agreement.
In the opinion of the Board the independent directors are individually person ofintegrity and possess relevant expertise and experience.
The Independent Directors under section 149(6) of the Companies Act 2013 declaredthat:
1. They are not a promoter of the Company or its holding subsidiary or associatecompany;
2. They are not directors in the company its holding subsidiary or associate company.
3. The independent Directors have/had no pecuniary relationship with company itsholding subsidiary or associate company or their promoters or directors during the twoimmediately preceding financial years or during the current financial year;
4. None of the relatives of the Independent Directors have or had pecuniaryrelationship or transaction with the company its holding subsidiary or associatecompany or their promoters or directors amounting to two percent. or more of its grossturnover or total income or fifty lakh rupees or such higher amount as may be prescribedwhichever is lower during the two immediately preceding financial years or during thecurrent financial year;
5. Independent Director neither himself nor any of his relatives
holds or has held the position of a key managerial personnel or is or has beenemployee of the company or its holding subsidiary or associate company in any of thethree financial years immediately preceding the financial year in which he is proposed tobe appointed;
is or has been an employee or proprietor or a partner in any of the threefinancial years immediately preceding the financial year in which he is proposed to beappointed of
a firm of auditors or company secretaries in practice or cost auditors of thecompany or its holding subsidiary or associate company; or
DIRECTORS' RESPONSIBILITY STATEMENT AS REQUIRED UNDER SECTION 134(3) (c) OF THE
COMPANIES ACT 2013:
The financial statements are prepared in accordance with the Generally AcceptedAccounting Principles (GAAP) under the historical cost convention on accrual basis.
GAAP comprises mandatory accounting standards as prescribed under Section 133 of theCompanies Act 2013 ('the Act') read with Rule 7 of the Companies (Accounts) Rules 2014the provisions of the Act (to the extent notified) and guidelines issued by the Securitiesand Exchange Board of India (SEBI).
Based on the framework of internal financial controls established and maintained by theCompany work performed by the Internal Audit Team statutory Auditors and secretarialauditors including audit of internal financial controls over financial reporting by thestatutory auditors and the reviews performed by Management and the relevant BoardCommittees including the Audit Committee the Board is of the opinion that the Company'sinternal financial controls were adequate and effective during Financial Year 2016-17.
Accordingly pursuant to Section 134(5) of the Companies Act 2013 the Board ofDirectors to the best of their knowledge and ability confirm:
a) That in the preparation of the annual accounts the applicable accounting standardshave been followed along with proper explanation relating to material departures;
b) That we have selected such accounting policies and applied them consistently andmade judgments and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company at the end of the financial year and of theprofit and loss of the Company for that period;
c) That proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;
d) That the annual accounts have been prepared on a going concern basis;
e) That proper systems to ensure compliance with the provisions of all applicable lawswere in place and that such systems were adequate and operating effectively; and
f) That proper internal financial controls were laid down and that such internalfinancial controls are adequate and were operating effectively.
DISCLOSURES AS PER SECTION 134 (3) (M) OF THE COMPANIES ACT 2013:
i) CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION:
The Company's operations do not require any disclosure of particulars of conservationof energy and technology absorption prescribed by the rules are not applicable.
ii) FOREIGN EXCHANGE EARNING:
The Company has no foreign exchange inflow or outflow during the year under review.
PARTICULARS OF EMPLOYEES:
In terms of the provisions of Section 197 (12) of the Companies Act 2013 read with theRule 5(2) of the Companies (Appointment and Remuneration) Rules 2014 as amended fromtime to time the Company is required to disclose the ratio of the remuneration of eachdirector to the median employee's remuneration and such other details however there areno such details for reporting under this clause.
CORPORATE SOCIAL RESPONSIBILITY (CSR):
Your Company does not met any of the criteria mentioned in Section 135 of CompaniesAct 2013 and therefore is not required to comply with the requirements mentioned therein.
STATUTORY AUDITORS & AUDITOR'S REPORT:
Anupam Sarkar Chartered Accountants (Membership No. 050083) Kolkata who was appointedin the 32nd annual general Meeting as a statutory auditors of the Company for aperiod of 3 year to hold the office until the conclusion of the 35th AnnualGeneral Meeting pursuant to Section 139 and other applicable provisions of the CompaniesAct 2013 and the Rules made there under as amended from time to time.
As per the requirements of the Provisions of Section 139 of the Companies Act 2013 theShareholders are required to ratify the appointment of Anupam Sarkar CharteredAccountants (Membership No. 050083) Chartered Accountant at the ensuing Annual GeneralMeeting.
The Auditors have not made any qualification to the financial statement. Their reportson relevant notes on accounts are self explanatory and do not call for any comments undersection 134 of the companies Act 2013.
SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT:
Mr. Anand Khandelia Practicing Company Secretaries was appointed to conduct thesecretarial audit of the Company for the financial year 2016-17 as required under Section204 of the Companies Act 2013 and Rules thereunder. Secretarial Auditors have not madeany qualification in secretarial audit Report.
The secretarial audit report for FY 2016-17 forms part of the Annual Report and part ofthe Board's report as "Annexure - II".
The secretarial auditor in his report given the observations on the Compliances of thecompany.
DIRECTORS EXPLANATION FOR THE OBSERVATIONS OF SECRETARIAL AUDITOR:
With respect to the observations of the Secretarial Auditor in their report regardingdelayed filings with Registrar of Companies and Stock Exchange due to lack of completeknowledge and compliance requirements of new Companies Act and new rules thereon and dueto Change Companies Act and rules thereon as well as change in listing agreement(applicability of uniform listing agreements) and change of requirements of compliance thefilings were late with Exchange the Board of the Company taken on record the same andthe board decided to take the necessary steps to implement the strong Compliance systemFurther the Board is looking for suitable candidates to handle compliances of the company.The Board of director will shortly take necessary steps to revocation of the Suspension oftrading of the Securities of the Company on BSE Ltd and securities will be tradableshortly o BSE Ltd.
INTERNAL FINANCIAL CONTROLS SYSTEM WITH REFERENCE TO THE FINANCIAL STATEMENTS:
The Board of Directors of the Company is responsible for ensuring that InternalFinancial Controls have been laid down in the Company and that such controls are adequateand operating effectively. The foundation of Internal Financial Controls (IFC) lies in theCompanies Code of Conduct policies and procedures adopted by the Management corporatestrategies annual management reviews management system certifications and the riskmanagement framework.
The Company has IFC framework commensurate with the size scale and complexity of itsoperations. The framework has been designed to provide reasonable assurance with respectto recording and providing reliable financial and operational information complying withapplicable laws.
The controls based on the prevailing business conditions and processes have beentested during the year and no reportable material weakness in the design or effectivenesswas observed. The framework on Internal Financial Controls over Financial Reporting hasbeen reviewed by the internal and external auditors.
The Company has its own Internal Audit system the scope and authority of the InternalAudit function is to maintain its objectivity and independence the Internal Auditfunction reports to the Chairman of the Audit Committee.
The Internal Audit team monitors and evaluates the efficacy and adequacy of internalcontrol systems in the Company accounting procedures and policies of the Company. Basedon the report of internal audit function process owners undertake corrective action(s) intheir respective area(s). Significant audit observations and corrective action(s) thereonare presented to the Audit Committee. The Audit Committee reviews the reports submitted bythe Internal Auditors annually.
CODE OF CONDUCT:
The Board of Directors has approved a Code of Conduct which is applicable to theMembers of the Board and all employees in the course of day to day business operations ofthe company. The Company believes in "Zero Tolerance" against briberycorruption and unethical dealings / behaviours of any form and the Board has laid down thedirectives to counter such acts. The Code has been posted on the Company's websitewww.kausambivanijya.com
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 andin dealing with stakeholders.
The Code gives guidance through examples on the expected behaviour from an employee ina given situation and the reporting structure.
All the Board Members and the Senior Management personnel have confirmed compliancewith the Code. All Management Staff were given appropriate training in this regard.
DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITIONAND REDRESSAL) ACT 2013:
The Company has zero tolerance towards sexual harassment at the workplace and hasadopted a policy on prevention prohibition and redressal of sexual harassment atworkplace in line with the provisions of the Sexual Harassment of
Women at Workplace (Prevention Prohibition and Redressal) Act 2013 and the Rulesthere under. During the year the Company has not received complaint of sexual harassment.
The Company is open to the elements to uncertainties owing to the sectors in which itoperates. These uncertainties create new business opportunities with intrinsic risks. Akey factor in determining a company's capacity to create sustainable value is the level ofrisk that the company is willing to take (at planned and functioning levels) and itsability to manage them effectively. Many risks exist in a company's operating environmentand they emerge on a regular basis.
The Company has been proactive in adopting new and effective tools to protect theinterests of its stakeholders through establishment of effective Enterprise RiskManagement (ERM). The Company's Risk Management processes focus on ensuring that theserisks are identified on a timely basis and reasonably addressed.
The Company has formulated the Whistle Blower Policy and adopted by board for Directors& Employees Whistle Blower Policy for Vendors and Whistle Blower Reward andRecognition Policy for Employees to deal with instance of fraud and mismanagement if anyin staying true to our values of Strength Performance and Passion and in line with ourvision of being one of the most respected companies in India.
The Whistle Blower Policy for Directors & employees is an extension of theCompanies Code of Conducts that requires every Director or employee to promptly report tothe Management any actual or possible violation of the CoC or any event wherein he or shebecomes aware of that which could affect the business or reputation of the Company.
The Whistle Blower Policy for Employees has been implemented in order to whistle on anymisconduct unfair trade practices or unethical activity taking place in the Company theCommittee reports to the Audit Committee and the Board.
PREVENTION OF INSIDER TRADING:
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a viewto regulate trading in securities by the Directors and designated employees of theCompany. The Code requires pre-clearance for dealing in the Company's shares and prohibitsthe purchase or sale of Company shares by the Directors and the designated employees whilein possession 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 Board of Directors and the designated employees have confirmed compliance with theCode.
We thank our investors/Members dealers customers business associates and bankers fortheir continued support during the year and we look forward to their continued support inthe future. We place on record our appreciation of the contribution made by employees atall levels.
Our resilience to meet challenges was made possible by their hard work team spiritco-operation and support.
| ||FOR AND ON BEHALF OF THE BOARD |
| ||GOLDEN BULL RESEARCH & GROWTH LIMITED |
|Place: Kolkata || || |
|Date: 14/08/2017 || || |
| ||Sd/- ||Sd/- |
| ||Pankaj Jain ||Naveen Kumar |
|Regd. Off. ||(Managing Director) ||(Director) |
|128 Hozra Road Khirod Ghosh Market ||DIN: 07136843 ||DIN: 06829557 |
|Kolkata 700026 || || |