DIRECTORS' REPORT TO MEMBERS, GOLDCREST CORPORATION LIMITED Your Directors are pleased to present the 32nd Annual Report and Audited Financial Statements on the business and operations of your Company for the year ended 31st March, 2015. Your Company has achieved yet another year of satisfactory performance in turnover and profitability. PERFORMANCE OF YOUR COMPANY Consolidated Financial Results The audited Consolidated Financial Statements of your Company as on 31st March, 2015, which form part of the Annual Report, have been prepared pursuant to Clause 41 of the listing agreement, in accordance with provisions of the Companies Act, 2013 and in accordance with relevant Accounting Standard viz. AS-21, AS-23 and AS -27 issued by the Institute of Chartered Accountants of India. Your Company recorded Consolidated total revenue of Rs. 3,498.59 lacs as against Rs. 1,825.24 lacs in the previous year. The Consolidated PAT stood at Rs. 378.08 lacs.as against Rs. 141.97 lacs in the previous year. Standalone Financial Results On a standalone basis, your Company registered total revenue of Rs. 3,498.58 lacs as compared to Rs. 1,825.23 lacs in the previous year. The PAT is increased to Rs. 378.52 lacs as compared to Rs. 143.73 lacs in the previous year. DIVIDEND Your Directors are pleased to recommend a dividend of 12.50% 1.25 per Equity share of Rs. 10/- each) on the Equity Shares out of the profits of the Company for the current financial year. The said dividend, if approved and declared in the forthcoming Annual General meeting would result in a Dividend outflow of Rs. 94.45 lacs and dividend Distribution Tax of Rs. 19.23 lacs aggregating to a total outflow of Rs. 113.68 lacs and for the previous year Dividend outflow was of Rs. 75.56 lacs and dividend Distribution Tax of Rs. 12.26 lacs aggregating to a total outflow of Rs. 87.82 lacs TRANSFER TO RESERVE Your Company proposes to retain Rs. 217.47 lacs in the Profit & Loss Account (Surplus). TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND In terms of Section 125 of the Companies Act, 2013, any unclaimed or unpaid Dividend relating to the financial year 200708 is due for remittance on to the Investor Education and Protection Fund established by the Central Government. During the year, Your Company transferred an amount of Rs. 60,296/- to Investor Education and Protection Fund of the Central Government being the unpaid and unclaimed dividend amount pertaining to Final Dividend for the year 2006-07, on 11th November, 2014. Your Company has uploaded the details of unpaid and unclaimed amounts lying with the Company as on 19th September, 2014 on the Ministry of Corporate Affairs' website. DIRECTORS AND KEY MANAGERIAL PERSONNEL Mr. Tushar T. Tanna (DIN: 00170535) resigned from the office of Managing Director of the Company and continues to act as Non Executive Director and Chairman of the Company and shall be liable to retire by rotation with effect from 1st April, 2015. The Board of Directors of the Company at its meeting held on 11th February, 2015 has recommended and approved the appointment of Mrs. Anupa Tanna Shah (DIN: 01587901) as Managing Director & C.E.O of the Company and is liable to retire by rotation for a period of five years with effect from 1 st April, 2015 subject to approval of the members. Terms and conditions for her appointment are contained in the Explanatory Statement forming part of the notice of the ensuing Annual General Meeting. The Board of Directors appointed Ms. Marisa M. Gonsalves (ACS 38087) as Company Secretary & Compliance Officer of the Company with effect from 20th March, 2015 pursuant to Section 203 of the Companies Act, 2013 for complying with the requirements of Securities Laws and Listing Agreements with Stock Exchanges Pursuant to the provisions of Section 149 of the Companies Act, which came into force from 1st April, 2014, Mr. Kishore Vussonji (DIN: 00444408) and Mr. Shirish Kamdar (DIN: 00253511) were appointed as Independent Directors at the Annual General Meeting of the Company held on 19th September, 2014. The terms and conditions of appointment of Independent Directors are as per Schedule IV of the Act. The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 and under Clause 49 of the Listing Agreement with the Stock Exchanges and there has been no change in the circumstances which may affect their status as Independent Directors during the year. Brief details of Directors proposed to be appointed / reappointed as required under Clause 49 of the Listing Agreement are provided in the Annexure to the Notice of the Annual General Meeting. BOARD EVALUATION The Board adopted a formal mechanism for evaluating its performance and as well as that of its Committees and individual Directors, including the Chairman of the Board. The exercise was carried out through a structured evaluation process covering various aspects of the Board functioning such as composition of the Board & committees, experience & competencies, performance of specific duties & obligations, contribution at the meetings and otherwise, independent judgment, governance issues etc. COMPANY'S POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES The Company's Policy relating to appointment of Directors, payment of managerial remuneration, Directors' qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178(3) of the Companies Act, 2013 is furnished in "Annexure B" and is attached to this report DIRECTOR'S RESPONSIBILITY STATEMENT To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statement in terms of Section 134 (5) of the Companies Act, 2013; i. In the preparation of the Annual Accounts of the Company, the applicable Accounting Standards have been followed; ii. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year Ended on 31st March, 2015 and Profit or Loss for the year ended as on that date; iii. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and preventing and detecting fraud and other irregularities; iv. The Directors have prepared the Annual Accounts on a going concern basis; v. The Directors have laid down internal financial controls to be followed by the company and have ensured that such internal financial controls are adequate and are operating effectively; vi. The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively. PUBLIC DEPOSIT During the year under review, your Company has not accepted any deposits within the meaning of provisions of Chapter V - Acceptance of Deposits by Companies of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules 2014, as amended from time to time. CORPORATE GOVERNANCE As per Clause 49 of the Listing Agreement with the Stock Exchanges, a separate section on Corporate Governance Practices followed by the Company, together with a certificate from the Company's Auditors confirming compliance, is set out in the Annexure forming part of this Report. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTFLOW The information required under Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 with regard to Conservation of Energy & Technology absorption is not required to be given, as the same is not applicable to the Company. Foreign Exchange Earning : NIL Foreign Exchange OutFlow : Rs. 7,00,819 MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY THAT OCCURRED DURING THE FINANCIAL YEAR TO WHICH THESE FINANCIAL STATEMENTS RELATE AS ON THE DATE OF THIS REPORT No material changes and commitments affecting the financial position of the Company occurred during the financial year to which these financial statements relate as on the date of this report. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS OF THE COMPANY There are no significant and material orders passed by the Regulators or Courts or Tribunals which would impact the going concern status and the Company's future operations. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions are not applicable. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013 The amount of Rs. 40,000,000/- (Rupees Four Crores only) was given to M/s. Epcot Securities Pvt Ltd during the year, which is in accordance with Section 186 of the Companies Act, 2013. The details of the same are provided in the standalone financial statement in Note no. 20. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES There was no contract or arrangements made with related parties as defined under Section 188 of the Companies Act, 2013 during the year under review. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Companies Act, 2013 in Form AOC 2 is not applicable. The Company has formulated a policy on materiality of Related Party Transactions and dealing with Related Party Transactions which has been uploaded on the Company's website and can be accessed at <http://> www.goldcrestgroup.com/wp-content/files/RELATED_PARTY_TRANSACTIONS_POLICY.pdf AUDITORS AND AUDITORS REPORT M/s. Ramesh M. Sheth & Associates - Chartered Accountants (Firm registration No. - 111883W), Statutory Auditors of the Company hold office until conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. They have confirmed their eligibility to the effect that their re-appointment, if made, would be within the prescribed limits under the act and that they are not disqualified for re-appointment. Your Directors recommend the re-appointment of M/s. Ramesh M. Sheth & Associates, Chartered Accountants, as Statutory Auditors of the Company to hold office from the conclusion of this Annual General Meeting till the conclusion of the 34th Annual General Meeting of the Company to be held in the Financial year 2017. The notes to the Financial Statements referred to in the Auditors Report are self-explanatory and do not call for any further comments under Section 134 of the Companies Act, 2013. SECRETARIAL AUDIT Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s. C. J. GOSWAMI & ASSOCIATES, Practicing Company Secretaries (CP No. 12721) to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith as "Annexure C". The Auditor's Repoert and the Secretarial Audit Report for the Financial year ended 31st March, 2015 do not contain any Qualification, Reservation, Adverse remark or disclaimer. ANNUAL RETURN The extracts of Annual Return pursuant to the provisions of Section 92 read along with Rule 12 of the Companies (Management and administration) Rules, 2014 are furnished in "Annexure A" and is attached to this Report. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW The Company had 4 Board meetings during the financial year under review. The details of the meeting of the board held during the financial year form part of Corporate Governance Report INDEPENDENT DIRECTORS MEETING The Independent Directors met on 11th February, 2015, without the attendance of Non-Independent Directors and members of the Management. The Independent Directors reviewed the performance of non-independent directors and the Board as a whole; the performance of the Chairman of the Company, taking into account the views of Executive Directors and Non-Executive Directors and assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties. COMMITTEES OF BOARD Details of various committees constituted by the Board of Directors as per the provision of Clause 49 of the Listing Agreement and Companies Act, 2013 are given in the Corporate Governance Report which forms a part of this report. ESTABLISHMENT OF VIGIL MECHANISM Your Company has laid down Whistle Blower Policy covering Vigil Mechanism with protective Clauses for the Whistle Blowers. The Whistle Blower Policy is made available on the website of the Company. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES The Company has 1 (One) Wholly Owned Subsidiary as on March 31, 2015. There is no associate company within the meaning of Section 2(6) of the Companies Act, 2013. There has been no material change in the nature of the business of the subsidiary. Pursuant to provision of Section 129(3) of the Act, a statement containing salient features of the financial statements of the Company's subsidiary in Form AOC-1 is attached to the Financial Statements of the Company (Annexure D). Pursuant to provision of Section 136 of the Act, the financial statements of the Company, Consolidated Financial Statements along with relevant documents and separate audited accounts in respect of subsidiaries are available on website of the Company. During the year the Board of Directors has formulated a policy for determining Material Subsidiaries. The policy is disclosed on the company's website and is accessible on <http://www.goldcrestgroup.com/wpcontent/files/> POLICY FOR DETERMINING MATERIAL SUBSIDIARIES.pdf RISK MANAGEMENT The Board of the Company has formed a Risk Management Committee to frame, implement and monitor the risk management plan for the company. The Committee is responsible for reviewing the risk management plan and ensuring its effectiveness. The Audit Committee has additional oversight in the area of financial risks and controls. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. The Company manages, monitors and reports on the principal risks and uncertainties that can impact its ability to achieve its strategic objectives. The Company's management systems, organizational structures, processes, standards, codes of conduct and behaviors that govern how the Company conducts its business and manages associated risks. PREVENTION OF SEXUAL HARASSMENT IN THE WORKPLACE The Company has zero tolerance on Sexual Harassment in the workplace. During the year under review there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. REMUNERATION RATIO OF THE DIRECTORS / KEY MANAGERIAL PERSONNEL (KMP) / EMPLOYEES: The information required pursuant to Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Companies (Particulars of Employees) Rules, 1975, in respect of employees of the Company and Directors is furnished hereunder: (A) Information pursuant to Section 197 of the Companies Act, 2013 read with Rule 5(1) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014: i. The ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year 2014-15 and the percentage increase in remuneration of each Director, Chief Financial Officer, Chief Executive Officer, Company Secretary in the financial year 2014-15: i. The ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year 2014-15 and the percentage increase in remuneration of each Director, Chief Financial 1 Mr. Tushar T. Tanna will continue as Non-Executive Director w.e.f. 1st April, 2015. 2 Mrs. Anupa Tanna Shah has been appointed as Managing Director & C.E.O w.e.f. 1st April, 2015. 3 Reflects Sitting fees. 4 Appointed Chief Financial Officer w.e.f. 30th July, 2014. 5 Appointed Company Secretary w.e.f. 20th March, 2015. ii. The median remuneration of employees of the Company during the financial year was Rs. 17,650/-. iii. The percentage increase in the median remuneration of employees in the financial year: 9.62% iv. The number of permanent employees on the rolls of Company: 12 as on 31st March, 2015. v. The explanation on the relationship between average increase in remuneration and Company performance: The average increase in remuneration is closely linked to and driven by achievement of annual corporate goals and overall business, financial and operational performance of the Company. vi. Comparison of the remuneration of the key managerial personnel against the performance of the Company: The total remuneration of key managerial personnel increased by 12% in 2014-15 whereas during the year under review, the Company registered a profit after tax of Rs. 378.52 lacs as compared to profit after tax of Rs. 143.73 lacs in the previous year being an increase of 163.35% vii. Variations in the market capitalisation of the Company, price earnings ratio as on the closing date of the current financial year and previous financial year: viii. Percentage increase over decrease in the market quotations of the shares of the Company in comparison to the rate at which the Company came out with the last public offer: The Market Price of Company's share as on 31 March, 2015 was Rs. 27.70 on BSE Limited. The Company has not made any public offer in the recent past and accordingly, comparison of Public Offer Price and the current market price of the Company's shares is not relevant. ix. Average percentile increase made in the salaries of employees other than the managerial personnel in the last financial year i.e. 2014-15 was 31.81% whereas increase in the managerial remuneration for the same financial year was 10.77%. x. The key parameters for any variable component of remuneration availed by the Directors: Nil xi. The ratio of the remuneration of the highest paid Director to that of the employees who are not Directors but receive remuneration in excess of the highest paid Director during the year: N.A. xii. Affirmation that the remuneration is as per the Remuneration Policy of the Company. It is confirmed that the remuneration is as per the Remuneration Policy of the Company. (B) The information pursuant to Section 197 of the Companies Act, 2013 read with Rule 5(2) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not applicable, since during the year under review none of the employees of the Company was in receipt of remuneration in excess of the limits specified, whether employed for the whole year or part thereof. APPRECIATION: Your Directors acknowledge with gratitude the co-operation and assistance given by the Bankers, Distributors, Customers, Investors, BSE Ltd., National Securities Depository Ltd., Central Depository Services (India) Ltd., and R & T Agent during the year under review and are confident that your Company will continue to receive such support in the years ahead. The Directors also wish to thank all the employees for their contribution, high degree of commitment, support and continued co-operation throughout the year. FOR AND ON BEHALF OF THE BOARD OF DIRECTORS ANUPATANNASHAH MANAGING DIRECTOR Place: Mumbai. Date: 14th August, 2015 |