Dear Members,
The Board of Directors have the pleasure in presenting the Companies 41st
Annual Report together with the Audited Financial Statements for the financial year ended
31st March, 2024 along with the Auditor's Report thereon. The financial
highlights of the Company for F.Y. 2023-2024 are given below:
Financial Results:-
| Particulars |
31st March, 2024 |
31st March, 2023 |
| Income |
26.76 |
39.46 |
| Less: Expenses |
17.83 |
29.29 |
| Profit Before Taxation |
8.93 |
10.17 |
| Less: Taxation |
2.36 |
3.17 |
| Profit after Taxation |
6.57 |
7.00 |
Performance:-
The Total Income for the financial year under review is Rs. 26.76 Lakh
against Rs. 39.46 Lakh in previous year. The Net Profit after taxation generated by the
company during the year under review was Rs. 6.57 Lakh as compared to Rs. 7.00 Lakh during
the previous year.
Operation
The Company has been continuously focusing on its existing line of
business to improve its profitability in near future.
Dividend:-
Your Company intends to conserve available resources to invest in the
growth of the business and pursue strategic growth opportunities. Accordingly, your
Directors do not recommend any dividend for the year.
Transfer to Reserve:-
There has been no transfer to Reserves during the Financial Year
2023-2024.
Public Deposits:-
The Company has not accepted or renewed any amount falling within the
purview of provisions of section 73 of the Companies Act, 2013 read with the Companies
(Acceptance of Deposit) Rules, 2014 during the year under review. Flence, the requirement
for furnishing of details of deposits is not applicable.
Change in the nature of Business:-
There is no change in the nature of business of the Company during the
year under review.
Compliance with the Accounting Standards:-
As mandated by the Ministry of Corporate Affairs, the financial
statements for the year ended on March 31, 2024 has been prepared in accordance with the
Indian Accounting Standards (IND AS) notified under Section 133 of the Companies Act, 2013
read with Rule 7 of the Companies (Accounts) Rules, 2014.
Directors and Key Management Personnel (KMP):-
As on March 31, 2024, the Board of Directors of your Company comprised
of Four (4) Directors one (1) of whom is the Whole Time Director and One (1) is
Non-Executive Director. The remaining Two (2) directors are Non-Executive Independent
Directors including Women Director.
The composition of the Board is in consonance with Regulation 17 of
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from
time to time, and in accordance with the applicable provisions of Companies Act, 2013.
During the year Mr. Govind Ram Gupta (DIN: 07940601) appointed as a
Non-Executive Independent (Additional) Director for consecutive 5 (Five) years for the
period from 22/07/2023 to 21/07/2028, 40th Annual General Meeting.
Mr. Rajesh Kumar Kothari (DIN: 03199548) has been retired on completion
of his tenure of appointment as an Independent Director from the Board of the Company with
effect from close of business hours on 22nd July, 2023 who has been appointed
by the Board of Directors in their meeting held on 23rd July, 2018 and
considered by shareholder in 35th Annual General Meeting held on 25th
September 2018 for a term of 5 (Five) consecutive year for the period from 23/07/2018 to
22/07/2023. The Board places on record its gratitude for the services rendered by him
during his tenure as a Non-Executive Director of the Company.
Board approved in their meeting held on 24/05/2024 along with
recommendation of Nomination & Remuneration Committee of Board that Change in
Designation of Mr. Yogesh Lama (DIN: 07799934) from Whole time Director to Managing
Director & Chief Executive Officer with immediate effect on the existing terms &
conditions. Accordingly he will hold office as Managing Director and Chief Executive
Officer for his remaining tenure of his office viz. upto 03/08/2027. Flowever there is no
change in his existing remuneration. The change in designation is being carried out for
re-organizing the Board. The Board has also decided to carry out 41st Annual
General Meeting for availing approval of Shareholders to above change.
Mr. Govind Ram Gupta (DIN: 07940601) Non-executive Independent Director
has resigned vide letter dated 26/06/2024, to the board due to certain emerging
unavoidable personal situations. We confirm that there is no other material reason for his
resignation other than stated herein resignation letter. The Board considered and approved
his resignation from the post of Non-Executive Independent Director with effect from
27/06/2024 after business hours. The Board places on record its gratitude for the services
rendered by him during his tenure as a Non-executive Independent Director of the Company.
Mrs. Heena Banga Sharma (DIN: 10193235) has been appointed as
Additional Director w.e.f. 27/06/2024 and being act as Independent Directors, in category
as Non-executive Independent Director for consecutive 5 (Five) years for the period from
27/06/2024 to 26/06/2029 and in terms Listing Regulation 16 & any other applicable
Regulations of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 and Section 149 of the Companies Act, 2013. The resolutions seeking approval of
members on item No. 4 of notice for convening the Annual General Meeting along with the
requisite disclosures/explanatory statement are included.
Mrs. Bela Garg (DIN: 03422782) has been appointed as Additional
Director w.e.f. 27/06/2024 and being act as Independent Directors, in category as
Non-executive Independent Director for consecutive 5 (Five) years for the period from
27/06/2024 to 26/06/2029 and in terms Listing Regulation 16 & any other applicable
Regulations of
the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 and Section 149 of the Companies Act, 2013. The resolutions seeking approval of
members on item No. 5 of notice for convening the Annual General Meeting along with the
requisite disclosures/explanatory statement are included.
All Independent Directors of the Company have submitted the requisite
declarations confirming that they meet the criteria of independence as prescribed under
Section 149(6) of the Act read with Regulation 16 and 25(8) of SEBI Listing Regulations.
The Independent Directors have also confirmed that they have complied with Schedule IV of
the Act and the Company's Code of Conduct. In the opinion of the Board, all the
independent directors are persons of integrity, possesses relevant expertise and
experience including the proficiency required to be Independent Directors of the Company
and they are independent of the management and have also complied with the Code for
Independent Directors as prescribed in Schedule IV of the said Act..
All Independent Directors of the Company have confirmed that they have
already registered their names with the data bank maintained by the Indian Institute of
Corporate Affairs ["MCA"] as prescribed by the Ministry of Corporate Affairs
under the relevant Rules, and that they would give the online proficiency self-assessment
test conducted by MCA which is prescribed under the relevant Rules, if applicable.
Appropriate resolutions for appointment /re-appointment are being
placed for the approval of the shareholders of the Company at the ensuing AGM. The brief
resume of directors appointed/re-appointed and other related information has been detailed
in the Notice read along with the explanatory statement convening the 41st AGM
of the Company in accordance with the provisions of the Companies Act, 2013 read with the
Rules issued there under and the Regulation 36 of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, as amended from time to time.
Policy on Director's, Key Managerial Personnel - Appointment &
Remuneration including Nomination & Remuneration Committee:-
The Board has framed a policy on Director's Appointment and
Remuneration & duly constituted Nomination and Remuneration Committee pursuant to the
Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015
and read with Section 178 of the CompaniesAct, 2013.
The policy provides for selection and appointment of Directors, Senior
Management including KMP and their Remuneration together with criteria for determining
qualifications, positive attributes, and independence of a Director.
Remuneration policy for the Directors, Key Managerial Personnel and
other Employees has been disclosed on the Company's website i.e. www.goldencrest.in.
Details of Committee members and meetings etc. have been disclosed in
the Corporate Governance Report which forms a part of this report.
Disclosure under Section 197(12) of the CompaniesAct. 2013:-
The Company has not employed any employees whose remuneration falls
within the purview of the limits prescribed under the provisions of Section 197 of the
Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014.
Declaration of Independent Directors:-
The Company has received necessary declaration from each of Independent
Directors under Section 149(7) of the Companies Act, 2013, that they meet the criteria of
independence laid down in Section 149(6) of the Companies Act, 2013 and the relevant Rules
made there on and Regulation 25 of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015.
Directors Responsibility Statement:-
Pursuantto Section 134 (3) (c) read with Section 134 (5) of the
Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability,
confirm that:
i. In the preparation of the annual accounts for the year ended 31st
March, 2024, the applicable Indian Accounting Standards have been followed along with
proper explanation relating to material departures, if any;
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 31st March, 2024 and of the profits of the company for the year
ended on that date;
iii. The directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the provisions of the Act
for safeguarding the assets of the company and for preventing and detecting fraud and
other irregularities;
iv. The annual accounts have been prepared on a going concern basis;
v. The directors have laid down internal financial controls to be
followed by the company and such internal financial controls are adequate and operating
effectively;
vi. The directors have devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were adequate and operating
effectively.
Committee of the Board:-
The Board of Directors has following Committee
1. Audit Committee
2. Nomination & Remuneration Committee
3. Stakeholder Relationship Committee
4. Risk Management Committee
The details of the Committees along with their composition, number of
meetings and attendance at the meetings are provided in the Corporate Governance Report.
Statement concerning development and implementation of Risk Management
Policy of the Company:-
The Board of Directors of the Company has constituted 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 Committee has additional oversight in the area of financial risks and
controls. Major risks identified by the business and functions are systematically address
through mitigation action on a continuing basis.
The details of Committee and its terms of reference are set out in the
Corporate Governance Report forming part of the Board Report.
Number of Meeting of the Board:-
During the year under review Four (4) Meetings of the Board of
Directors of the Company were held.
Disclosure Regarding Company's Policies under Companies Act, 2013 And
SEBI (Listing Obligations And Disclosure Requirements) Regulations, 2015:-
The Company has framed various policies as per SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 & Companies Act, 2013; viz
i) Policy on Criteria for Determining Materiality of Events ii) Remuneration Policy for
the Directors, Key Managerial Personnel and other Employees iii) Determining material
subsidiary Policy iv) Related Party transactions Policy, v) Whistle Blower/vigil Mechanism
vi) Archival Policy for disclosure vii) Code of Conduct for Board of Directors &
Senior Management viii) Policy of Preservation of Documents ix) Policy on Criteria for
Determining Materiality of Events x) Code of Conduct for Independent Director /
Information are displayed on the website of the Company
https://www.goldencrest.in/Codes%20&%20Policies/Codes%20&%20Policies.html
Extract of Annual Return:-
Pursuant to the provisions of Section 92(3) and Section 134(3)(a) of
the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and
administration) Rules, 2014, the Annual Return as on 31st March, 2024 is
available on the Company's website on www.goldencrest.in.
Board Evaluation:-
Pursuant to the provisions of the Companies Act, 2013 read with Rules
issued there under and Regulation 17 of SEBI (Listing Obligations & Disclosure
Requirements) Regulations, 2015, the Board of Directors has evaluated the effectiveness of
the Board as a whole, the various Committees, Directors individually (excluding Director
being evaluated) and the Chairman of the Board.
The exercise was carried out by the Independent Directors of the
Company through a structured evaluation process covering several aspects of functioning of
the Board i.e. attendance, contribution at the meetings and otherwise, independent
judgments, safeguarding interest of the minority stakeholders, composition of Board/
Committees, performance of specific duties and obligation by members of the board etc.
The performance evaluation of the Independent Directors was carried out
by the entire Board excluding the Directors being evaluated. The Performance evaluation of
the Chairman and Non-Independent Directors was carried out by the Independent Directors at
their separate Meeting. The Board of Directors expressed its satisfaction with the
evaluation process.
Particulars of Loans, Guarantees or Investments made under Section 186
of the Companies Act, 2013:-
The Company has complied with the provisions of Sectionl86 of the
Companies Act, 2013 in respect of investments made in earlier and outstanding at the
year-end, details of which are given in the Financial Statements. There were no loans or
guarantees made by the Company during the year under review.
Particulars of Contracts or Arrangements made with Related Parties: -
All contracts / arrangements / transactions entered into with Related
Parties as defined under the Companies Act, 2013 and Regulation 23 of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 during the financial year were
in the ordinary course of business and on an arm's length basis and do not attract the
provisions of Section 188 of the Companies Act, 2013.
During the year under review, the Company did not enter into any
contract / arrangement / transaction with related parties which could be considered
material in accordance with the related party transactions. Accordingly, the disclosure of
Related Party Transactions as required under Section 134(3) of the Companies Act in Form
AOC-2 is not applicable. Attention of the members is drawn to the disclosures of
transactions with the related parties is set out in Notes to Accounts forming part of the
financial statement for the year 2023-2024.
Subsidiaries, Joint Ventures and Associate Companies:-
The Company does not have any Subsidiary, Joint venture or Associate
Company.
Details of policy developed and implemented by the Company on its
Corporate Social Responsibility Initiatives:-
Since the Company does not qualify any of the criteria as laid down in
Section 135(1) of the Companies Act, 2013 with regard to Corporate Social Responsibility,
provisions of Section 135 are not applicable to the Company.
Internal Financial Control and their adequacv:-
The Company has an Internal Control System, commensurate with the size,
scale and complexity of its operations. The Company has developed well-defined internal
control mechanismsand comprehensive internal audit program with the activities of the
entire organization under its ambit.
Further, based on the report of Internal Audit function, corrective
action are undertaken in the respective areas and thereby strengthen the controls.
Significant audit observations and corrective actions thereon are presented to the Audit
Committee of the Board. During the year under review, no material or serious observation
has been received from the Internal Auditors of the Company for inefficiency or inadequacy
of such controls.
Corporate Governance:-
The Company conforms to the norms of Corporate Governance as envisaged
in the term of SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015
with the Stock Exchange. Pursuant to Regulation 34(3) read with Schedule V of the SEBI
(Listing Obligations and Disclosure Requirements), Regulations 2015, a detailed Compliance
Note on Corporate Governance together with the Auditors Certificate on Corporate
Governance is annexed to this report.
Management Discussion and Analysis Report:-
The Management Discussion and Analysis Report for the year under
review, as stipulated under the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 ("Listing Regulations") are given in a separate section and
forms part of the Annual Report.
Material Changes and Commitments, if any, affecting the financial
position of the Company occurred between the ends of the Financial Year to which this
Financial Statement relates and the date of the Report:-
There are no material changes and commitments affecting the financial
position of the Company occurred between ends of the financial year to which this
financial statement relates on the date of this report.
The details of difference between amount of the valuation done at the
time of one time settlement and the valuation done while taking loan from the banks or
financial institutions along with the reasons thereof:
Not Applicable to the Company during the year under review.
Conservation of Energy, Technology Absorption, Foreign Exchange
Earnings and Outeo:-
In view of the nature of activities which are being carried out by your
Company, the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule
8(3) of the Companies (Accounts) Rules, 2014, pertaining to the conservation of energy and
technology absorption, are not applicable to your Company.
There were no Foreign Exchange earnings or outgo during the period.
Details of Significant and material orders passed by the Regulators
orCourts or Tribunals impacting the Going Concern Status and Company's operation in
future:-
There are no significant and material orders issued against the Company
by any regulating authority or court or tribunal affecting the going concern status and
Company's operation in future. Flence, disclosure pursuant to Rule 8 (5) (vii) of
Companies (Accounts) Rules, 2014 is not required.
Auditors & Auditors Observations:-
The matter related to Auditors and their Reports are as under:
1. Statutory Auditor and their Report:-
M/s. Mohindra Arora & Co., Chartered Accountants (FRN:006551N), was
re- appointed as the statutory auditors of the Company to hold office for a period of five
consecutive year from the conclusion of the 39th Annual General Meeting till
the conclusion of the 44th Annual General Meeting. Auditors have confirmed that
they are not disqualified from continuing as Auditors of the Company.
The requirement to place the matter relating to appointment of Auditors
for ratification by members at every AGM is done away with vide notification dated 7th
May, 2018 issued by the Ministry of Corporate
Affairs, New Delhi.
Explanations or Comments on Qualifications. Reservations or Adverse
Remarks or Disclaimers made by the Statutory Auditors in their Report:-
The Report given by the Statutory Auditors for the Financial Statements
for the year ended 31st March, 2024 read with explanatory notes thereon do not
call for any explanation or comments from the Board under Section 134(3) of the Companies
Act, 2013. The remarks, if any, made by the Auditors in their Report are properly
explained in the Note no. 20 of the Financial Statement.
2. Secretarial Auditors and their Report:-
M/s. Veenit Pal & Associates, (FRN:13149) Practicing Company
Secretary was appointed to conduct Secretarial Audit of the Company for the financial year
2023-2024 at their Board of Directors Meeting on 23rd May, 2023 as required
under Section 204 of the Companies Act, 2013 read with Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014.
The report of the Secretarial Auditors in Form MR-3 is enclosed as
Annexure-I to this report. The report confirms that the Company had complied with the
statutory provisions listed under Form MR -3 and the Company also has proper board
processes and compliance mechanism.
The report does not contain any qualification, reservation or adverse
remark or disclaimer for further comments or explanations.
3. Internal Auditor:-
The Members of Board has appointed M/s Jain N K & Co., (FRN
148125W) Chartered Accountant, as Internal Auditors of the Company for Financial Year
2023-2024 at their meeting on 23rd May, 2023 under provisions of Section 138 of
the Companies Act, 2013 read with Rule 13 of the Companies (Accounts) Rules, 2014 as
recommended by Audit Committee.
The Suggestions made by the Internal Auditor in their Report were
properly implemented.
Vigil Mechanism/Whistle Blower Policv:-
Your company is committed to highest standards of ethical, moral and
legal business conduct. Accordingly, the Board of Directors have formulated a Whistle
Blower Policy which is in compliance with the provisions of Section 177(10) of the
Companies Act, 2013 and Regulation 22 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015. The policy provides for a framework and process whereby
concerns can be raised by its employees against any kind of discrimination, harassment,
victimization or any other unfair practice being adopted against them. These have been
outlined in the Corporate Governance Report which forms part of this report.
Human Resources:-
Human Resources Development envisages the growth of the individual in
tandem with the organization. It also aims at the up-liftment of the individual by
ensuring an enabling environment to develop capabilities and
to optimize performance.
Your Directors want to place on record their appreciation for the
contribution made by employees at all levels, who through their steadfastness, solidarity
and with their co-operation and support have made it possible for the Company to achieve
its current status.
The Company, on its part, would Endeavour to tap individual talents and
through various initiatives, ingrain in our human resources, a sense of job satisfaction
that would, with time, percolates down the line. It is also the Endeavour of the Company
to create in its employees a sense of belonging, and an environment that promotes
openness, creativity and innovation.
All the manpower initiatives including training, meetings and
brainstorming sessions are implemented with the aim of maximizing productivity and
aligning organizational needs employee's aspirations.
Listing of Securities:-
The Equity Shares of the Company are listed on Calcutta Stock Exchange
Limited (CSE) & BSE Limited (BSE). Shares:-
The authorized Share capital and the paid-up Equity Share Capital have
remained unchanged during the year under review. The Company has neither issued shares
& Securities or any other instruments nor any corporate benefits during the year under
review.
1. The Company has not bought back any of its securities during the
year under review.
2. The Company has not issued any Sweat Equity Shares during the year
under review.
3. No Bonus Shares were issued during the year under review.
4. The Company has not provided any Stock Option Scheme to the
employees.
Additional Information to Shareholders:-
All important and pertinent investor information such as financial
results, investor presentations, press releases are made available on the Company's
website i.e. www.goldencrest.in on a regular basis.
Secretarial standards
The Company complies with all applicable secretarial standards issued
by the Institute of Company Secretaries of India.
Code of Conduct:-
As prescribed under Listing Regulation, a declaration signed by the
Managing Director & Chief Executive Officer affirming compliance with the Code of
Conduct by the Directors and Senior Management Personnel of the Company for the financial
year 2023-2024 forms part of the Corporate Governance Report.
Board Diversity Policv:-
In compliances with the provision of the Listing Regulations, 2015, the
Board through its Nomination and Remuneration Committee has devised a Policy on Board
Diversity.
The objective of the Policy is to ensure that the Board comprises
adequate number of members with diverse experience and skills, experience, such that it
best serves the governance and strategic needs of the Company leading to competitive
advantage. The Board composition at present meets with the above objective.
Familiarization Program:-
Whenever any person joins the Board of the Company as an Independent
Director, an induction programme is arranged for the new appointee, wherein the appointee
is familiarized with the Company, his/her roles, rights and responsibilities in the
Company, the Code of Conduct of the Company to be adhered, nature of the industry in which
the Company operates, and business model of the Company etc. The details of such
familiarization programmes have been disclosed on the Company website i.e.
https://www.goldencrest.in/Disclosures_SEBI.html.
Reporting of Frauds:-
During the year under review, the Statutory Auditors and Secretarial
Auditors have not reported to the Audit Committee and / or Board any instances of fraud
committed in the Company by its officers or employees under Section 143(12) of the
Companies Act, 2013.
Disclosure under the Sexual Flarassment of Woman at Workplace
(Prevention, Prohibition and Redressal) Act, 2013:-
The Company has in place an Anti-Sexual Harassment Policy in line with
the requirements of The Sexual Harassment of Women at the Workplace (Prevention,
Prohibition & Redressal) Act, 2013.
Internal Complaints Committee (ICC) has been set up to redress
complaints received regarding sexual harassment. All employees (permanent, contractual,
temporary, trainees) are covered under this policy.
The following is a summary of sexual harassment complaints received and
disposed off during the year 2023- 2024.
| No of complaints received : |
Nil |
| No of complaints disposed off : |
Nil |
| No of complaints pending as on end of the financial year : |
Nil |
Disclosures:-
> Maintenance of cost records and requirement of cost Audit as
prescribed under the provisions of Section 148(1) of the Act are not applicable to the
business activities carried out by the Company.
> The Company has not accepted any fixed deposits during the year
under review and accordingly, no amount on account of principal or interest on deposits
from public and/or Members were outstanding as at March 31, 2024.
> During the year under review, the Company has not issued any
Debentures.
> There are no significant and material orders passed by the
regulators or courts or tribunals impacting the going concern status and the Company's
operations in future.
> No material changes have taken place that could have an impact on
the financial position of the Company from the date of closure of financial year under
review till the date of signing of Accounts.
> There is no proceeding initiated or pending against the company
under the Insolvency and Bankruptcy Code, 2016
> During the year under review, the Company has not required take
Credit Rating of Securities from any agency.
> During the year under review, the Company has not required
transferred any shares in IEPF (Investors Education & Protection Fund).
> During the year under review Company does not come under failure
of implement any Corporate Action.
> During the year under review, the Company has not required the
Compliance of Regulation 32 of SEBI (Listing Obligations & Disclosure Requirements)
Regulations, 2015 and is of the view that the same is not applicable to company as the
Company has not issued any share by way of public issue, Right Issue, Preferential Issue
etc.
Acknowledgement:-
The Directors wish to place on record their appreciation for the
contributions made by the employees at all levels, whose continued commitment and
dedication helped the Company achieve better results. The Directors also wish to thank
customers, bankers, Central and State Governments for their continued support. Finally,
your directors would like to express their sincere & whole-hearted gratitude to all of
you for your faith in us and your Co-operation & never failing support.