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BSE: 505576ISIN: INE505D01014INDUSTRY: Finance & Investments

BSE   ` 192.25   Open: 198.00   Today's Range 192.25
198.00
+0.00 (+ 0.00 %) Prev Close: 192.25 52 Week Range 138.50
232.45
Year End :2018-03 

BOARD’S REPORT

To Members,

GOLDCREST CORPORATION LIMITED

The Directors are pleased to present the 35th Annual Report and Audited Financial Statements for the financial year ended 31 st March 2018.

FINANCIAL RESULTS

The Results of the Company for the Financial Year under review are summarized below:

(Rs,. in Lacs)

STANDALONE

CONSOLIDATED

Year ended 31stMarch, 2018

Year ended 31stMarch, 2017

Year ended 31stMarch, 2018

Year ended 31stMarch, 2017

INCOME

Turnover / Gross Income

1,468.47

950.09

1,503.77

963.17

1,468.47

950.09

1,503.77

963.17

EXPENDITURE

Purchases

Nil

427.64

Nil

427.64

Changes in Inventories of Finished Goods

308

(308)

308

(308)

Employee Costs

160.27

172.88

160.27

172.88

Finance Charges

3.39

2.12

3.39

2.12

Depreciation

46.37

41.67

46.37

41.67

Other Expenses

543.95

318.86

579.44

332.1

1,061.98

655.17

1,097.47

668.41

Profit Before Tax

406.49

294.92

406.30

294.76

Less: Provision for Taxation

Current Year Tax

91

61.35

91

61.35

Deferred Tax Liability

(60.58)

(21.97)

(60.58)

(21.97)

376.08

255.54

375.89

255.38

Other Comprehensive Income

Remeasurement of the defined benefit plans

0.93

(2.57)

0.93

(2.57)

Income tax effect relating to remeasurement of the defined benefit plans

(0.26)

0.85

(0.26)

0.85

Net of Other Comprehensive Income

0.67

(172)

0.67

(172)

Profit After Tax

376.75

253.82

376.56

253.66

Earning per Equity Shares (EPS)

1. Basic

4.98

3.38

4.97

3.38

2. Diluted

4.98

3.38

4.97

3.38

The Company has adopted Indian Accounting Standard (Ind AS) with effect from 1st April 2017 and accordingly these financial results along with the comparatives have been prepared in accordance with the recognition and measurement principles stated therein.

PERFORMANCE OF YOUR COMPANY CONSOLIDATED FINANCIAL RESULTS

Your Company recorded consolidated total revenue of 1503.77 lacs as against 963.17 lacs in the previous year. The consolidated PBT stood at Rs,. 406.30 lacs as against 294.76 lacs in the previous year. The consolidated PAT stood at Rs,. 376.56 lacs as against Rs,. 253.66 lacs in the previous year.

STANDALONE FINANCIAL RESULTS

On a standalone basis, your Company registered total revenue of Rs,. 1468.47 lacs as compared to Rs,. 950.09 lacs in the previous year. The PBT is increased to Rs,. 406.49 lacs as compared to Rs,. 294.92 lacs in the previous year. The PAT is increased to Rs,. 376.75 lacs as compared to Rs,. 252.82 lacs in the previous year.

PERFORMANCE OF SUBSIDIARY COMPANY A. GOLDCREST HABITATS PRIVATE LIMITED:

In the year under review, the company had incurred loss of Rs,. 18,966/- for the year as compared to the previous year’s loss of Rs,. 16,138/-.

B. GOLDCREST PUNE LLP:

In the year under review, the LLP incurred profit of Rs,. 10,23,210/- for the year as compared to the previous year’s loss of Rs,. 13,03,426/-.

DIVIDEND

Your Directors are pleased to recommend a dividend of 5% (Rs,. 0.50 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,. 37.78 lacs and dividend distribution tax of Rs,. 7.69 lacs aggregating to a total outflow of Rs,. 45.47 lacs and for the previous year the dividend outflow was Rs,. 37.78 lacs and dividend distribution tax was Rs,. 7.69 lacs aggregating to a total outflow of Rs,. 45.47 lacs.

BUY-BACK OF EQUITY SHARES:

In accordance with Article 24 of the Articles of Association of the Company and provisions of Section 68, 69, 70, 110 and other applicable provisions of the Companies Act, 2013, as amended from time to time (“Act”) and applicable rules made thereunder including the Companies (Share Capital and Debentures) Rules, 2014, if and to the extent applicable and in compliance with the Buy-back Regulations and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors of the Company at their meeting held on Tuesday, May 29, 2018, (“Board Meeting”) has approved the buy-back of 18,67,000 (Eighteen Lakhs Sixty Seven Thousand) fully paid-up equity shares having face value of Rs,. 10/- (Rupees Ten Only) each (“Equity Share(s)”) (representing 24.71% of the total paid-up equity share capital of the Company) at a price of Rs,. 75/- (Rupees Seventy Five Only) per Equity Share (“Buy-back Price”), payable in cash for a total consideration not exceeding Rs,. 14,00,25,000/- (Rupees Fourteen Crores Twenty Five Thousand Only) excluding transaction costs viz. filing fees, advisors fees, public announcement expenses, printing and dispatch expenses, brokerage, applicable taxes such as securities transaction tax, goods and services tax, stamp duty, and other incidental and related expenses (“Transaction Costs”) from the Equity Shareholders of the Company on a proportionate basis through the “Tender Offer” route as prescribed under the Buy-back Regulations (hereinafter referred to as the “Buy-back Offer”), which represents 24.93% of the total paid-up equity share capital and free reserves (including securities premium account) as per audited standalone financial statements of the Company for the year ended March 31, 2018.

The Board had sought approval for the Buy-back Offer from the members of the Company through the postal ballot notice dated May 29, 2018 (“Postal Ballot Notice”). The members of the Company approved the Buy-back Offer by way of a special resolution through the postal ballot.

TRANSFER TO RESERVE

The Company does not propose to transfer any amount to the General Reserve out of the amount available for appropriations. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

In terms of Section 125 of the Companies Act, 2013, the unclaimed or unpaid dividend relating to the financial year 2009-10 was due for remittance into the Investor Education and Protection Fund established by the Central Government.

During the year, the Company transferred an amount of Rs,. 60,668/- to the Investor Education and Protection Fund of the Central Government being the unpaid and unclaimed dividend amount pertaining to final dividend for the year 2009-10, on November

8, 2017. The Company has uploaded the details of unpaid and unclaimed amounts lying with the Company as on November 8, 2017 on the Ministry of Corporate Affairs’ website.

Pursuant to the provisions of the Companies Act, 2013 read along with the Investor Education and Protection Fund Authority (Accounting Audit, Transfer & Refund) Rules, 2016 (the “Rules”) notified by the Ministry of Corporate Affairs effective September 7, 2016, the rules inter alia contain provisions for transfer of all shares in respect of which dividend has not been paid or claimed by the shareholder for seven consecutive years to Investor Education and Protection Fund (IEPF) set up by the Central Government. Accordingly, the Company has sent individual communication to those shareholders whose shares are liable to be transferred to IEPF under the said Rules at their latest available address. The Company has uploaded the relevant details as may be required of such shareholders and shares due for transfer to IEPF on its website www.goldcrestgroup.com. Shareholders are requested to refer to the page http://www.goldcrestgroup.com/product-and-services/iepf/ on the website of the Company to verify the details of the shares liable to be transferred to IEPF suspense account. The Shareholders are requested to claim the same so that the shares are not transferred to IEPF account. The due date to transfer shares to IEPF suspense account will be notified soon by the Ministry of Corporate Affairs.

ANNUAL RETURN

The extracts of the 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 and the same has been disclosed on the company’s website and is accessible on http://www.goldcrestgroup.com/wp-content/files/Annexure_A_of_Annual_Report. pdf

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mrs. Anupa Tanna Shah (DIN: 01587901) shall be liable to retire by rotation and being eligible offers herself for re-appointment.

The Board of Directors of the Company in their meeting held on 29th May, 2018 appointed Mrs. Nita Tushar Tanna as an Additional Executive Director-cum-Chairperson of the Company to hold office upto the date of the ensuing Annual General Meeting. The Board of Directors recommend the appointment of Mrs. Nita Tushar Tanna as an Executive Director-cum-Chairperson of the Company.

PERFORMANCE EVALUATION OF THE BOARD

The Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“the Listing Regulations”) stipulate the evaluation of the performance of the Board, its Committees, Individual Directors and the Chairperson.

The Company has formulated a Policy for performance evaluation of the Independent Directors, the Board, its Committees and other individual Directors which includes criteria for performance evaluation of the Non-Executive Directors and Executive Directors.

The evaluation involves self-evaluation by the Board Member and subsequent assessment by the Board of Directors. A member of the Board will not participate in the discussion of his/her evaluation. Pursuant to the provisions of the Companies Act, 2013 and Regulation 17 of the Listing Regulations, the Board has carried out an annual evaluation of its own performance and that of its Committees as well as performance of the Directors individually (including Independent Directors).

A separate exercise was carried out by the Nomination and Remuneration Committee of the Board to evaluate the performance of the individual Directors who were evaluated on several parameters. The performance evaluation of the Non-Independent Directors and the Board as a whole was carried out by the Independent Directors.

The performance evaluation of the Independent Directors was carried out by the entire Board excluding the Director being evaluated. Qualitative comments and suggestions of Directors were taken into consideration by the Chairperson of the Board and the Chairperson of the Nomination and Remuneration Committee. The Directors have expressed their satisfaction with the evaluation process.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company has 1 (One) wholly owned subsidiary Company and 1 (One) wholly owned LLP as on March 31, 2018. 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 the provisions 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 “Annexure B” is attached to the financial statements of the Company.

Pursuant to the 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 the website of the Company.

The policy for determining material subsidiaries are in place and the same has been disclosed on the company’s website and is accessible on http://www.goldcrestgroup.com/wpcontent/files/POLICY FOR DETERMINING MATERIAL SUBSIDIARIES.pdf

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 2018 and the profit 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.

MANAGEMENT DISCUSSION AND ANALYSIS

A brief composite summary of the performance of the business and functions of the Company is provided in a separate section and forms a part of this report.

CAUTIONARY STATEMENT

Statements made in this report, describing the Company’s objectives, projections, estimates, expectations or predictions may be forward-looking statements within the meaning of applicable securities laws and regulations. Forward-looking statements are based on certain assumptions and expectations of future events. The Company cannot guarantee that these assumptions and expectations are accurate or will be realized by the Company. Actual results could differ materially from those expressed in the statement or implied due to the influence of external and internal factors that are beyond the control of the Company. The Company assumes no responsibility to publicly amend, modify or revise any forward-looking statements on the basis of any subsequent developments, information or events.

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.

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 Report of the Secretarial Audit Report is annexed herewith as “Annexure C”.

The Auditor’s report did not contain qualifications or reservations.

The Secretarial Audit report contained observations for the financial year ended March 31, 2018. Below is the Managements’ response to the same:

1. The composition of the Nomination and Remuneration Committee (“NRC”) is comprised of 2 Independent Directors during the year under review due to non-availability of any Director. However, the Company has re-constituted the NRC by appointing Ms. Nita Tushar Tanna as Additional Executive Director-cum-Chairperson of the Company and as a member of NRC w.e.f. 29th May 2018 in accordance with Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

2. The Company had intimated BSE, NSDL, CDSL and Purva Sharegistry about the closure of the Register of Members of the Company during September 23, 2017 to September 29, 2017 and had also disclosed the same in the Notice of the 34th Annual General Meeting. However, inadvertently the same was not published in the newspaper.

3. The Company had inadvertently not submitted the Reconciliation of its net profit / loss as required pursuant to SEBI Circular No. CIR/CFD/FAC/62/2016 dated July 5, 2016, along with the financial results for the quarter ended 30th June 2017 and 30th September 2017; however, the said disclosures for the quarter ended 30thSeptember 2017 was submitted with BSE Limited on 1st January 2018.

4. The Company had inadvertently not disclosed the details in respect of dividend paid or recommended for the FY 201617 in the financial results as required under para (J) of Part A of Schedule IV of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. However, the said information was disclosed to BSE Limited pursuant to requirement of Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 along with outcome of Board Meeting dated 29th May 2017.

REPORTING OF FRAUDS BY AUDITORS

During the year under review, the Statutory Auditors and the Secretarial Auditor have not reported any instances of frauds committed in the Company by its Officers or Employees to the Audit Committee under section 143(12) of the Companies Act, 2013, details of which need to be mentioned in this Report.

CORPORATE GOVERNANCE

Report on Corporate Governance and Certificate of the Auditors of the Company regarding compliance of the conditions of Corporate Governance as stipulated in Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with the Stock Exchanges, are enclosed as a separate section and form a 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 : '. 5,88,146

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.

CORPORATE SOCIAL RESPONSIBILITY.

The Company has developed and implemented Corporate Social Responsibility initiatives as the said provisions are applicable to the Company. The Company has formulated a policy on Corporate Social Responsibility which has been uploaded on the Company’s website and can be accessed at http://www.goldcrestgroup.com/wp-content/files/Corporate Social Responsibility Policy.pdf.

As per the Companies Act, 2013, all companies having a net worth of '. 500 crore or more, or a turnover of '. 1,000 crore or more or a net profit of '. 5 crore or more during any financial year are required to constitute a CSR committee of the Board of Directors comprising three or more directors, at least one of whom should be an independent director. All such companies are required to spend at least 2% of the average net profits of their three immediately preceding financial years on CSR-related activities. Accordingly, the Company was required to spend '. 11,54,274 towards CSR activities, however the company has spent an amount of '. 13,20,000 which is more than the amount required to be spend by the company, which was utilized on activities specified in Schedule VII of the Companies Act, 2013. The Annual Report on CSR activities containing details of expenditure incurred by the Company and brief details on the CSR activities are given in “Annexure E”.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013.

Loans given and Investments made during the year are given under the respective heads.

Sr.

No.

Particulars

As at March 31, 2017

As at March 31, 2018

1

Goldcrest Pune LLP (Investment)

99,990

Nil

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

The related party transactions were entered into on an arm’s length basis, in the ordinary course of business and are in compliance with the applicable provisions of 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/

AUDITORS AND AUDITORS REPORT

Under Section 139 of the Companies Act, 2013 and the Rules made thereunder, it is mandatory to rotate the statutory auditors on completion of the maximum term permitted under the said section. The Audit Committee of the Company has proposed, and on August 14, 2017, the Board of Directors of the Company has recommended the appointment of M/s. Pankaj P. Sanghavi & Co. as the statutory auditors of the Company. M/s. Pankaj P. Sanghavi & Co., have confirmed their eligibility to the effect that their appointment, if made, would be within the prescribed limits under the act and that they are not disqualified for the appointment as Statutory Auditors of the Company.

M/s. Pankaj P. Sanghavi & Co., will hold office for a period of five (5) consecutive years from the conclusion of the 34th Annual General Meeting to be held on September 29, 2017, till the conclusion of the 39th Annual General Meeting to be held in the year 2022, subject to ratification by members at every Annual General Meeting of the Company, if so required under the Law.

The Ministry of Corporate Affairs have, vide its Commencement Notification dated 7th May 2018, inter alia, notified the commencement of section 40 of the Companies (Amendment) Act, 2017, which omitted the proviso to sub-section (1) of section 139 of the Companies Act, 2013, mandating the requirement of annual ratification for Auditors appointment by the Members at every Annual General Meeting.

In appreciation of the commendable performance by the Auditors during the year the Board has decided, to discontinue the practice of obtaining annual ratification of the shareholders for appointment of Statutory Auditors, in view of the exemption provision in the resolution passed by the members in the 34th Annual General Meeting and the removal of the provision of the law which mandated the requirement.

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.

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 meetings of the board held during the financial year form a part of the Corporate Governance Report.

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 D” and is attached to this report.

INDEPENDENT DIRECTORS MEETING

The Independent Directors met on February 26, 2018, 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’s Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

In compliance with the requirements of the SEBI (LODR) Regulations, the Company has put in place a Familiarization Programme for the Independent Directors to familiarize them with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model etc. The detail of this programme is available on the website of the company and may be accessed through the web link http://www.goldcrestgroup.com/wp-content/files/Familiarization Programme.pdf.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received declarations from all the Independent Directors of the Company confirming that they met with the criteria of independence as prescribed under sub-section (6) of Section 149 of the Companies Act, 2013 and as per SEBI (Listing Obligation and Disclosure Requirement) Regulation, 2015 (“Listing Regulation, 2015”).

COMMITTEES OF THE BOARD

Details of the various committees constituted by the Board of Directors as per the provisions of Schedule II of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Companies Act, 2013 are given in the Corporate Governance Report which forms a part of this report.

ESTABLISHMENT OF THE VIGIL MECHANISM

Your Company has laid down a Whistle Blower Policy covering the Vigil Mechanism with protective Clauses for Whistle Blowers. The Whistle Blower Policy is made available on the website of the Company and can be accessed at http://www.goldcrestgroup. com/wp-content/files/Whistle Blower Policy.pdf.

RISK MANAGEMENT

The Board of the Company has voluntarily 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.

Your 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 regularly reviews 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 constituted an Internal Complaint Committee pursuant to the provision of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (“Act”). Your Company has zero tolerance towards sexual harassment in the workplace. During the year under review there were no cases filed pursuant to the Sexual Harassment of Women at the 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, 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 2017-18 and the percentage increase in remuneration of each Director, Chief Financial Officer, Chief Executive Officer, Company Secretary in the financial year 2017-18:

Name of Director & KMP

Ratio of Remuneration of each Director to median remuneration of Employees

% increase in remuneration in the financial year

Executive Directors

Mrs. Anupa Tanna Shah

20.97

Nil

Non-Executive Directors

Mr. Kishore Vussonji

0.42

Nil

Mr. Shirish Kamdar

0.42

Nil

Key Managerial Personnel

Mrs. Anupa Tanna Shah (M.D. & CEO)

20.97

Nil

Mr. Manish Chheda (CFO)

N.A.

13

Ms. Marisa Gonsalves (CS)

N.A.

16.46

ii. The percentage increase in the median remuneration of employees in the financial year: 7.53%

iii. The number of permanent employees on the rolls of Company: 12 as on March 31, 2018.

iv. Average percentile increase made in the salaries of employees other than the managerial personnel in the last financial year i.e. 2017-18 was 7% whereas increase in the managerial remuneration for the same financial year was 2.47%.

v. Affirmation that the remuneration is as per the Remuneration Policy of the Company (Annexure D).

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.

INTERNAL FINANCIAL CONTROL

The Directors had laid down internal financial controls to be followed by the company and such policies and procedures adopted by the company for ensuring the orderly and efficient conduct of its business, including adherence to Company’s policies, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information. The Audit Committee evaluates the internal financial control system periodically.

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

NITA TUSHAR TANNA

CHAIRPERSON

DIN: 00170591

Place: Mumbai

Date: August 1, 2018