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Directors Report of Goldcoin Health Foods Ltd.

Mar 31, 2015

Dear Members,

The directors have pleasure in presenting their 26th Annual Report on the business and operations of the company together with the Audited Statement of Accounts for the year ended 31st March, 2015.

1. FINANCIAL RESULTS:

During the year under review, performance of your company is as under:

(Rs. In lacs)

Particular Current Year ended 31st March 2015

Turnover 32235510

Add : Other Income 71922

Total Income 32307432

Profit/(Loss) before taxation 862818

Less: Tax Expense

a) Current Tax 287500

b) Excess/Short Provisions of tax

c) Deferred tax expenses

d) Provision for wealth tax

Profit/(Loss) after tax 575318

Add: Balance B/F from the previous year (18,07,214)

Balance Profit / (Loss) C/F to the next year (13,78,776)



Particular Previous Year ended 31st March 2014

Turnover 29616900

Add : Other Income 42483

Total Income 29659383

Profit/(Loss) before taxation 565342

Less: Tax Expense

a) Current Tax 170000

b) Excess/Short Provisions of tax

c) Deferred tax expenses

d) Provision for wealth tax

Profit/(Loss) after tax 395342

Add: Balance B/F from the previous year (22,02,556)

Balance Profit / (Loss) C/F to the next year (18,07,214)

Years in Retrospact and Future Outlook And Analysis Report:

The Company is engaged in Trading of Food Products mainly, in milk. The company collects Raw Material and supplies it to the big dairy for finished products. The management expects higher turnover in the Current Year. Besides it also proposes to develop the Cattle farm in near future with improved technology.

In view of the same the management proposes to dispose off its non operational assets including immovable property situated at 20 Nataraj Industrial Estate, Snand, Ahmedabad at prevailing market price. The funds generated from the said property will be utilized for the development of cattle farms.

The management forces improved performance in near future on account of this action.

The risk involved in the operations is external and internal. The External factors are based on market competition and availability of cheaper material. The internal material related to nature of product which is perishable in nature.

Your company has for the year ended 31st March, 2015, reported total revenue Rs.3,22,35,510 from operations (as against Rs.2,96,16,900 in the previous year). The operating profit of the company (earning before interest, depriciation and tax) for the year ended 31st March, 2015, is Rs.8,62,818 as compared to Rs.5,65,342 in previous year.

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

There is no subsidiary companies and associate companies.

The company does not invite or accept deposites as contemplated under Chapter V of the companies act, 2013 during the year under review.

The existing internal financial controls are adequate and commensulate with the nature of business of the companies.

Directors' Responsibility Statement :

(Pursuant to the provisions of section 134(5) of the companies act, 2013, the board of the directors state that,

(i) In the preparation of the annual accounts, the applicable accounting standards have been followed;

(ii) The directors have selected such accounting policies and applied them consistantly and made judgements 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 as on 31st March, 2015 and of the profit of the company for that period.

(iii) The directors have taken proper and sufficient care for the maintenance of adiquate accounting record in accordance with the provision of companies act, 2013 for safeguarding the assets of company and for preventing and detecting fraud and other irregularites;

(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 that such internal financial controls are adequate and there operating effectively; and

(vi) The directors had devised proper systems to ensure compliance with the provisions to all applicable laws and that such systems were adequate and operating effectively.

Industrial Relations :

The Relations between workmen and management are cordial during the year.

Insurance :

The properties insurable interests such as buildings, plant and machineries are adequately insured.

Corporate Social Responsibility (CSR) :

The company is not required to undertake Corporate Social Responsibility (CSR) as it is not applicable to the company as per the provision of the section 135 of the companies act, 2013.

Dividend:

No Dividend is recommended by the Board for the Financial Year ended on 31st March, 2015.

Amounts Transferred to Reserves:

No amount is transferred to General Reserve due to none recommendation of Dividend and Loss.

Extract of Annual Return:

The extract of Annual Return, in format MGT - 9, for the Financial Year 2014-15 has been enclosed with this report as Annexure -1

Details of Subsidiaries Companies, Associate Company & LLP/Partnership

Sr. No. Name of Nature of No. of Share Company Relationship hold/Capital Contribution

NIL NIL NIL

There is no Subsidiary of Company hence no such information is provided

Number of Board Meetings:

During the Financial Year 2014-15, meetings of the Board of Directors of the company were held as under :

Sr. Date of Board Meeting No. of Director Present No. in the Meeting

1. 12th May,2014 4

2. 13th August, 2014 4

3. 10th November,2014 4

4. 12th February,2015 4

5 30th March,2015 4

The time gap between two board meetings was less than 120 days.

Particulars of Loan, Guarantees and Investments under Section 186:

There is no investment in securities neither loan given to any Body Corporate

During the financial year 2014-15, the Company has not given any loan to any Company including Associate Concern. Particulars of Contracts or Arrangements with Related Parties:

All the transactions are at Arm's length. Remuneration paid to the Working Directors i.e. Managing Directors is in respect of their time involvement in development of Company. There are no transactions with related parties during the year under under review.

Explanation to Auditor's Remarks:

The remarks made by the Auditors in their Report have been suitably dealt with in the schedules and notes and therefore, do not call for any further clarification.

Conservation of Energy, Technology, Absorption, Foreign Exchange Earnings and Outgo:

The details of Energy, Technology, Absorption, Foreign Exchange Earnings and Outgo are not given as there is no manufacturing activity is carried out :

A. Conservation of Energy :

B. (1) Research and Development : NIL

(2) Technology absorption :

C. Foreign Exchange earnings and outgo :

(1) Activities relating the export :

(2) Foreign Exchange earned : NIL

(3) Foreign Exchange used :

Risk Management Policy:

The Company has developed a very comprehensive risk management policy and the same is reviewed by the Audit Committee at periodical intervals, which in turn, informs the Board about the risk assessment and minimization procedures adopted by the management. Suggestions or guidance given by the audit committee members are immediately implemented. At the corporate level major risks are reviewed by the Managing Directors and directions in this regard are issued accordingly.

Details of Directors and Key Managerial Personnel:

NAME OF DIN DESGNATION DATE OF DIRECTOR APPOINTMENT

DEVANG 00633868 MANGING 27/03/1989 PRAFULCHANDRA DIRECTOR SHAH

ILA 01740646 WHOLE-TIME 22/08/2007 PRAFULCHANDRA DIRECTOR BHAGAT

ASHOKKUMAR 06803425 DIRECTOR 04/02/2014 SOLANKI KANTILAL

HIREN 06804450 DIRECTOR 04/02/2014 SURESHKUMAR MEHTA

R R PATEL ADZPP3407E SECRETARY 01/02/2014



NAME OF RESIDENTIAL ADDRESS DIRECTOR

DEVANG 66/392, PRAGATINAGAR,, PRAFULCHANDRA AHMEDABAD, 380013, SHAH

ILA 66-392PRAGATINAGAR, PRAFULCHANDRA NARAYANPURA, AHMEDABAD, BHAGAT 380013,

ASHOKKUMAR 4/A, GANDHI SAGAR SOCIETY,, SOLANKI RANIP, AHMEDABAD, 382480 KANTILAL

HIREN A-803, VASUKANAN TOWER,, SURESHKUMAR GHATLODIA, AHMEDABAD, MEHTA 380061,

R R PATEL A/2 AYOJANNAGAR, OPP. OLD SHREYAS, RLY CROSIING, PALDI, AHMEDABAD, 380007

Re-Appointment of Directors:

As per the Provision of the Companies Act, 2013 and Article of Association of the Company Shri. Devang P. Shah retires in ensuing Annual General Meeting and being eligible seeks Re-Appointment. The Board recommends their Re-Appointment. Comparison of Remuneration to Directors and employees:

As the company is at present engaged in trading activities of cattle farm products the same is being marketed by the working Directors. The administration work of the company is given on job work basis.

Details of significant & material orders passed by the regulators or courts or tribunal:

No order has been passed by the Court/Tribunal during the financial year 2014-2015.

Deposits (As per the Definition Section 2(31) of the Companies Act, 2013)

The following details of deposits, covered under Chapter V of the act:

I. Deposits Accepted during the year:

II. remained unpaid or unclaimed as at the end of the year:

III. Whether there has been any default in repayment of deposits or payment of interest thereon during the year and if so, number of such cases and the total amount involved-

a. At the beginning of the year:

b. Maximum during the year : NIL

c. At the end of the year :

IV. The details of deposits which are not in compliance with the requirements of Chapter:

Receipt of any commission by Managing Director / Whole Time Director from A Company or for receipt of commission / remuneration from it Holding or subsidiary:

Company is not paying any commission to its director.

Declaration by Independent Director:

The Company has received declaration from all the Independent Directors under the Companies Act, 2013 and rules made thereunder.

Secretarial Audit Report:

Secretarial Audit Report in prescribed format Form MR-3 given by a Practicing Company Secretary Dilip N. Motwani is annexed with the Board Report as Annexure - 2.

Corporate Social Responsibility (CSR) Policy:

The Company is not falling within the criteria of Section 135 of the Companies Act, 2013 and hence the Company is not required to form CSR committee.

Audit Committee:

As on 31st March 2015, the Audit Committee comprises three Directors, out of which two are Independent Directors.

Mr. Hiren Sureshkumar Mehta and Mr. Ashokkumar Solanki Kantilal Independent Director is the Chairman of the Committee. The Committee met four times in the year under review on the details of the Audit Committee are given as under:

Attendance record of Gold Coin Health Limited Audit Committee Meetings:

Name of DIN Position Status The Member

Mr. Devang Shah 00633868 Managing Director Director Promoter

Mr. Hiren Sureshkumar 06804450 Independent Mehta Director Active

Mr. Ashokkumar Solanki 06803425 Independent Kantilal Director Active

Name of No. of Held Sitting fees (Rs) The Member Meeting Meeting

Mr. Devang Shah 4 4 NIL

Mr. Hiren Sureshkumar Mehta 4 4 4,000

Mr. Ashokkumar Solanki Kantilal 4 4 4,000

The functions of the Audit Committee of the Company include the following:

* Oversight of the Company's financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible.

* Recommending to the Board, the appointment re-appointment, if required the replacement or removal of the statutory auditor and fixation of the audit fees.

* Approval of payment to the statutory auditor for any other services rendered by the statutory auditors.

* Reviewing, with the management , the annual financial statement before submission to the Board for approval, with particular references to :

* Matters required to be included in the Directors Responsibility Statement to be included in the Board's report in terms of Section 134 of the Companies Act, 2013.

* Changes, if any, in accounting policies and practices and reason for the same.

* Major accounting entries involving estimates based on the exercise of judgment by management.

* Significant adjustment made in the financial statements arising out of audit findings.

* Compliance with listing and other legal requirements relating to financial statements.

* Disclosure of any related party transactions.

* Qualification in the audit report.

* Reviewing with the management, performance of statutory and internal auditors, and adequacy of the internal control system.

* Reviewing the adequacy of internal audit plan.

* Discussion with internal auditors on any significant findings and follow up thereof.

* Reviewing the findings of any internal investigation by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board.

* Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post audit discussion to ascertain any area of concern.

* To look into the reasons for substantial defaults in the payments to the depositors, shareholders (in case of non-payment of declared dividends) and creditors.

* Reviewing the functioning of the Whistle Blower Mechanism.

* Carrying out any other function as is mentioned in the terms of reference of the Audit Committee.

The Audit Committee is empowered, pursuant to its terms of references, to:

* Investigate any activity within its terms of reference and to seek any information it requires from any employee.

* Obtain legal or other independent professional advice and to secure the attendance of outsiders with relevant experience and expertise, when considered necessary.

The Company has systems and procedures in place to ensure that the Audit Committee mandatorily reviews:

* Management discussion and analysis of financial condition and results of operations.

* Statement of significant related party transactions (as defined by the Audit Committee), submitted by management.

* Management letters/letters of internal control weaknesses issued by the statutory auditors.

* Internal audit reports relating to internal control weaknesses.

* The appointment, removal and terms of remuneration of the internal auditor.

In addition, the Audit Committee of the Company also reviews the financial statements. The Audit Committee is also apprised on information with regard to related party transactions by being presented:

* A statement in summary form of transactions with related parties in the ordinary course of business.

* Details of material individual transactions with related parties which are not in the normal course of business.

* Details of material individual transactions with related parties or others, which are not on an arm's length basis along with management's justification for the same.

Statement Indicating the Manner in which Formal Annual Evaluation has been made by the Board of its own Performance, its Directors, and that of its Committees:

During the year, 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 Boards functioning such as composition of the Board & committees, experience & competencies, performance of specific duties & obligations, governance issues etc. Separate exercise was carried out to evaluate the performance of individual Directors including the Board Chairman who were evaluated on parameters such as attendance, contribution at the meetings and otherwise, independent judgement, safeguarding of minority shareholders interest etc.

The evaluation of the Independent Directors was carried out by the entire Board and that of the Chairman and the NonIndependent Directors were carried out by the Independent Directors. The Directors were satisfied with the evaluation results, which reflected the overall engagement of the Board and its Committees with the Company.

Nomination & Remuneration Committee Policy:

The sitting fee paid to the non-executive directors, commission to independent director, and remuneration paid to the wholetime director is approved by the remuneration committee. Remuneration Committee consists of Mr. Ashokkumar Solanki Kantilal and Mr. Hiren Sureshkumar Mehta both Independent Directors.

Half- yearly Declaration

A half - yearly/Quarterly Declaration of financial performance including summary of significant events in the last six months is currently not being send to each household of shareholders. However, the Company publishes its results in national and state level newspapers having wide circulation. The results are also posted on the website of the Company www.goldcoinhealthfoods.com.

Disclosure on Establishment of a Vigil Mechanism:

Fraud free corruption, free work culture has been core to the Company. In view of the potential risk of fraud and corruption due to rapid growth and geographical spread of operations, the Company has put an even greater emphasis to address this risk.

To meet this objective, a comprehensive Fraud Risk Management (FRM) policy akin to vigil mechanism or the Whistle Blower Policy has been laid down by the Board of Directors

Managerial remuneration:

Sr. Name of Director *Remuneration for Remuneration for No. F.Y 2014-2015 F.Y 2013-2014 (Amount In Rs.) (Amount In Rs.)

1. Devang Shah 90.000 90.000

2. Ila Bhagat 90,000 90,000

'Remuneration is not required to be paid to independent director as per Section 149 read with Schedule IV of Companies Act, 2013.

Disclosures under Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013:

In accordance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, Gold Coin Health Limited has Modified the erstwhile policy for Prevention of Sexual Harassment at the Workplace and the Board of Directors have unanimously adopted the same w.e.f. July 23, 2014.

Vide notification dated December 9, 2013; Ministry of Women and Child Development have introduced Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Rules, 2013. The earlier policy has been amended by incorporating the rules and procedures as mandated in the said notification. The revised policy shall be in effect from July 23, 2014. Company has Appointed Smt. Ila P. Bhagat to redress the issues regarding Sexual Harassments at work place.

Statutory Auditors:

M/s Vishves A. Shah & Co. retires as Statutory Auditors of the Company at the conclusion of the Annual General Meeting to be held for the Financial Year 2016-2017 and being eligible to offer themselves for reappointment.

Directors Responsibility Statement:

In accordance with the provisions of Section 134(5) of the Companies Act 2013, your directors confirm that:

a) In the preparation of the annual accounts for the financial year ended 31st March, 2015, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) The directors had 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 as at 31 st March, 2015 and of the profit /loss of the Company for that period;

c) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d) The directors had prepared the annual accounts on a going concern basis;

e) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

f) The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

Green initiatives:

During fiscal 2011, we started a sustainability initiative with the aim of going green and minimizing our impact on the environment. Like the previous years, this year too, we are publishing only the statutory disclosures in the print version of the Annual Report. Additional information is available on our website, www.goldcoinhealthfoods.com

Electronic copies will be the Annual Report 2014-15 and Notice of the 26th Annual General Meeting are sent to all members whose email addresses are registered with the Company / Depository Participant(s). For members who have not registered their email addresses, physical copies of the Annual Report 2015 and the Notice will be the 26th Annual General Meeting are sent in the permitted mode. Members requiring physical copies can send a request to the Company.

The Company provides e-voting facility to all its members to enable them to cast their votes electronically on all resolutions set forth in the Notice. This is pursuant to Section 108 of the Companies Act, 2013 and Rule 20 of the Companies (Management and Administration) Amendment Rules, 2015. The instructions for e-voting are provided in the Notice.

Acknowledgment

The Directors express their sincere appreciation to the valued shareholders, bankers and clients for their support.

Corporate Governance Report

Has informed by officials of Bombay Stock Exe. Corporate Governance Report if not required as does not meet with the critiarea laid down in the Circular dated October, 2014 henpe Corporate Governance Report not given.

In view of the above Management Discussion Analiysis Report is Also not given.

For and on behalf of the Board of Directors

Date: 13th August, 2015 Shri Devang P. Shah Place: Ahmedabad Managing Director DIN: 00633868


Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting their 25th Annual Report together with Audited Accounts for the year ended on 31st March 2014.

1. FINANCIAL RESULTS:

(Rs. In lacs)

Particulars CurrentYear PreviousYear (2013-2014) (2012-2013)

Total Income 296.17 8.53

Profit before Depreciation & Tax 7.65 5.51

Less: Depreciation 2.00 2.02

Profit Before Tax 5.65 3.48

Less: Tax Deferred Tax 1.7 1.58

Profit After Tax 3.95 1.91

2. OPERATIONAL ACTIVITIES:

The Company has started the collection of raw milk which has been well accepted in the market. The turnover for the year ended 2013-14 is Rs. 296 lakhs and has started earning profit. The management is hopeful to achieve better results in the current year.

3. FUTURE PLANS

The Company is poised for growth and expansion in near future. At present the existing production capacity of the Company is being effectively utilized. The management is confident that inspite of delay in implementation of expansion project, the company shall be able to achieve the projections to a sizeable extent by optimum utilization of existing production facilities. The future performance of the Company is likely to be impressive considering the demand in the domestic as well as the international market

4. INFORMATION UNDER CLAUSE 43 OF THE LISTING AGREEMENT:

The money received through Preferential Issue has been utilized for the purpose, for which the same was obtained. This is reflected in the enhancement of turnover in the Financial Year 2013-14.

5. DIVIDEND:

The Board do not recommend dividend on equity shares for the financial year ended 31-03-2014.

6. DEPOSITORY SYSTEMS:

The Company has entered into an agreement with the National Securities Depository Limited (NSDL) and the Central Depository Services (India) Limited (CDSL). This enables you to hold your shares in a dematerialized form with either of these depositories.

Since this mode facilitates quick transfers and prevents forgery, those shareholders who have not opted for these facilities are advised to dematerialize their shares in their own interest. Your Company has also made arrangements for simultaneous de materialization of the physical shares lodged for transfer.

The Company has appointed M/s.Link In Time India Private Limited as R & T agent. Henceforth all the communication relating to Demat of shares/ Transfer of shares/ Change of address etc is send to

LINK INTIME INDIA PRIVATE LIMITED (AHMEDABAD BRANCH)

303, Shopper''s Plaza - V Opp. Muncipal Market, Off. C. G. Road, Navrangpura, Ahmedabad- 380009 Tel No: 079-26465179 Email: Ahmedabad@linkintime.com

No of Shares Demated 23, 10,700 being 77% of Paid-up Capital.

7. DIRECTORS RESPONSIBILITY STATEMENT:

In terms of Section 217 (2AA) of the Companies Act, 1956 in relation to financial Statements for the year 2013-2014, the Board of Directors state that:

1. In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any.

2. Reasonable and prudent accounting policies have been adopted in preparation of the financial statements, that they have been consistently applied and that reasonable and prudent judgment and estimates have been made in respect to items not concluded by the year end, So as to give a true and fair view of the state of affairs of the Company as at 31st March, 2014 and of the profit for the year ended 31st March, 2014.

3. Proper and sufficient care has been taken for maintenance of adequate accounting records in accordance with the provisions of the Companies act, 1956/2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4. The financial statement has been prepared on a going concern basis.

8. DIRECTORS:

As per the provisions of Articles of Association, Shrimati Ila Bhagat (01740646) retire from the Board by rotation and being eligible offer herself for reappointment.

Shri Ashok Solanki (06803425) and Shri Hiren Mehta (06804450) are the Independent Directors appointed on 04/02/2014 and 04/02/2014 respectively. In view of the provision of Section 149(4) of the Companies Act, 2013, the Company has to appoint an Independent Director for a term of 5 years. In view of the these Directors are appointed in terms of the Section 149 of the Companies Act, 2013 for a period of 5 years, commencing from the date of Annual General Meeting i.e 26th September, 2014. The office of these Directors shall not be determined for the purpose of calculating rotational Directors. Shri Ashok Solanki (06803425) is retired Bank Officer and Shri Hiren Mehta (06804450) is Academician.

The Board is of the opinion that these Directors are persons of integrity and possess relevant expertise and experience. They have/had not any pecuniary relationship with Company and its associates except for getting sitting fees for attending Board and Committee meetings. The Board is of the view that their appointment will be in the interest of the Company.

SITTING FEES RECOMMENDED FOR INDEPENDENT DIRECTORS

Sr. Name of Directors DIN Sitting fees for Attending No Board Meeting Committee Meeting

1. Shri Ashok Solanki 06803425 2000 1000

2. Shri Hiren Mehta 06804450 2000 1000

During the last three years, no remuneration was paid..

There is no pecuniary relationship of transactions of the non-executive Director''s vis-a-vis the Company except as mentioned above. The Company has not granted any stock option to any of its Directors.

During 2013-14, the Company did not advance any loans to any of its Directors.

Directorship held in the other Companies by the aforesaid Directors are as follows:

Sr. Name of Directors DIN Directorship in No other Companies

1. Shri Ashok Solanki 06803425 No

2. Shri Hiren Mehta 06804450 NO

The Board therefore, recommends their appointment as an Independent Director in terms of Section 149 of the Companies Act, 2013 read with schedule IV of Act of the Listing Agreement.

9. AUDITORS

The Auditor of the Company, Veshves A. Shah & Co. Ahmedabad will hold office till the conclusion of the ensuing Annual General Meeting. The certificate to the effect that their reappointment, if made, would be within the prescribed limits under Section 2224SIF of the Companies Act, 1956 has been received. The reappointment of the Auditors is recommended.

10. PERSONNEL

Information required under section 217(2A) of the companies Act,1956 read with the Companies (Particulars of Employees) Rules, 1975 regarding employees is not applicable as none of the employees of the company is in receipt of remuneration which is more than the sum specified by the prevalent law.

11. ISSUE OF SHARES ON PREFENTIAL BASIS:

The Company has issued 1432600 equity shares of Rs. 10 each on preferential basis on 31-10-2013. These shares are listed on Ahmedabad Stock Exchange Limited.

The management is pleased to inform that the BOMBAY STOCK EXCHANGE LIMITED (BSE) has vide its notice permitted the securities of the Company to be traded on the Exchange dated 11/07/2014. The code number allotted by BSE to the Company is 538542.

12. NUMBER OF BOARD MEETINGS HELD DURING THE FINANCIAL YEAR 2013-2014

Board meetings dated 01/04/2013, 28/05/2013, 03/07/2013, 31/10/2013, 11/11/2013, and 4/02/2014 were held in the Financial Year 2013-14.

Attendance record of Gold Coin Health Foods Limited Board Meetings;

Name of The Director Position Status No.Of Meeting Held

Shri Devang Shah Managing Director Promoter 4

Smt. Ila Bhagat Whole time Director Promoter 4

Shri AshokKumar Solanki Additional Director Independent 4 Shri Hiren Mehta Additional Director Independent 4

Name of The Director No. of Meeting Sitting Attended Fees (Rs)

Shri Devang Shah 4 NIL

Smt. Ila Bhagat 4 NIL

Shri AshokKumar Solanki 2 3500 Shri Hiren Mehta 2 3500

* One Audit Committee was held on 04/02/2014

Shri Kishor Shah resigned from the Board on 01/01/2014 and Smt Dharabhen Gohil and Shri Bharat Dave were appointed as an Additional and an Independent Directors on 27/03/1989.

Shri Ashok Solanki and Shri Hiren Mehta were appointed as Independent and Additional Directors w.e.f. 4/02/2014

Shrimati Dharabhen Gohil resigned from the Board on 04/02/2014 and in her place Shri Ashok S. Kantilal was appointed as an Additional and an Independent Director on 01/01/2014.

Shri Bharat Dave resigned from the Board on 04/02/2014 and in his place Shri Hiren S. Mehta was appointed as an Additional and an Independent Director on 02/12/2013

Shri Devang Shah, Shri Ashok Solanki and Shri Hiren Mehta are the members of Audit Committee. Shri Ashok Solanki is the Chairman of the Audit Committee.

No sitting fee was paid for attending committee meetings.

13. DECLARATION ABOUT INDEPENDENT DIRECTORS, THE INDEPENDENT DIRECTORS HAVE GIVEN DECLARATION UNDER SECTION 149 (6) (7) OF THE COMPANIES ACT, 2013.

The Company has received the declaration from Independent Directors u/s 149 (7) of the Companies Act, 2013 that they met with the criteria of Independent Director as prescribed under section 149 (6) in respect of:

I. The first Board meeting which he attends after the appointment made under section 152 (5) of the Companies Act, 2013,

II. The first meeting of Board in every financial year.

III. With respect to any change in the circumstance which may affect their status as an Independent Director.

14. DETAILS OF INVESTMENT

No investment is made by the Company.

15. ACKNOWLEDGEMENTS

The Directors wish to place on record their appreciation of the devoted services of the workers, staff and the officers who have largely contributed to the smooth functioning of the Company. The management would like to express its deep appreciation for the support extended by the Bankers and other agencies working with the Company.

For, GoldCoin Health Foods Limited Date: 13/08/2014 Devang P. Shah Place: Ahmedabad Managing Director DIN:00633868


Mar 31, 2013

Dear Members,

The Board of Director of your company have the pleasure in presenting the 24th Annual Report together with the audited Statement of Accounts of your company of the year ended on 31st March, 2013.

FINANCIAL RESULTS

(Rs. in lacs) (Rs. in lacs) Particulars CurrentYear Previous Year (2012-2013) (2011-2012)

Total Income 8.53 11.05

Profit before Deprecation&Tax 5.51 1.81

Less: Depreciation 2.02 1.57

Profit Before Tax 3.48 0.25

Less: Tax 1.58 0.12

Deferred Tax NIL -0.037

Profit After Tax 1.91 0.17

OPERATIONAL ACTIVITIES

In the current year the company has started the trading of milk and milk products. The current year will be satisfactory. Taking into consideration the response received from the market the promoters as well as other persons have shown interest in subscription of equity shares. According the management has proposed to issue 1432600 equity shares of rs 10/- each at par on Preferential basis as per the SEBI Guidelines. The said issue will be utilized for working capital requirement.

DIVIDEND

The Directors do not recommend the payment of dividend for the period under consideration.

DIRECTOR''S RESPONSIBILITY STATEMENT.

In term of Section 217 (2AA) of the Companies Act, 1956 in relation to financial Statements for the year 2012-2013, the Board of Directors state that:

1. In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any.

2. Reasonable and prudent accounting policies have been adopted in preparation of the financial statements, that they have been consistently applied and that reasonable and prudent judgment and estimates have been made in respect to items not concluded by the year end, So as to give a true and fair view of the state of affairs of the Company as at 31st March, 2013 and of the profit for the year ended 31st March, 2013.

3. Proper and sufficient care has been taken for maintenance of adequate accounting records in accordance with the prosions of the Companies act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4. The financial statement have been prepared on a going concern basis.

AUDITORS

The Auditor of the Company, Veshves A. Shah & Co. Ahmedabad, office till the conclusion of the ensuing Annual General Meeting. The certificate to the effect that their reappointment, if made, would be within the prescribed limits under Section 2224SIF of the Companies Act, 1956 has been received. The reappointment of the Auditors is recommended.

PERSONNEL

Information required under section 217(2A) of the companies Act,1956 read with the Companies (Particulars of Employees) Rules, 1975 regarding employees is not applicable as non of the employees of the company is in receipt of remuneration which is more that the sum specified by the prevalent law.

COMPLIANCE CERTIFICATE

The Compliance Certificate in the prescribed format in terms of Section Provision to section (1) to 383A of the Companies Act, 1956 is attached to this report.

The Board recommends to reappoint M/s. D. N. Motwani & Co., Company Secretaries to issue the Compliance Certificate for the Financial Year 2013-14.

FUTURE PLANS

The Company is poised for growth and expansion in near future. At present the existing production capacity of the Company is being effectively utilized. The management is confident that inspire of delay in implementation of expansion project, the company shall be able to achieve the projections to a sizeable extent by optimum utilization of existing production facilities. The future performance of the Company is likely to be impressive considering the demand in the domestic as well as the international market.

ACKNOWLEDGEMENTS

The Directors wish to place on recore their appreciation of the devoted services of the workers, staff and the officers who have largely contributed to the smooth functioning of the Company. The management would like to express its deep appreciation for the support extended by the Bankers and other agencies working with the Company.

Place : Ahmedabad For The Order Of The Board Of Directors Date: 01st September, 2013 Sd/- Devang P. Shah Managing Director


Mar 31, 2012

Dear Members,

The Board of Director of your company have the pleasure in presenting the 23rd Annual Report together with the audited Statement of Accounts of your company of the year ended on 31st March, 2012.

FINANCIAL HIGHLIGHTS:

(Rs. in lacs) (Rs. in lacs)

Particulars 2011-2012 2010-2011

Sales and Other Income 8.10 22.16

Profit before Depreciation 1.81 2.39

Depreciation 1.57 1.74

Net Profit before tax 0.25 0.65

Less tax 0.12 0.18

Profit After tax 0.13 0.45

Previous years Balance brought forward (-) 26.12 (-) 26.12

Balance carried to Balance sheet (-) 25.99 (-) 25.67

DIVIDEND:

The Directors do not recommend the payment of dividend for the period under Consideration.

DIRECTOR'S RESPONSIBILITY STATEMENT.

In term of Section 217 (2AA) of the Companies Act, 1956 in relation to financial Statements for the year 2011-2012, the Board of Directors state that :

1. In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any.

2. Reasonable and prudent accounting policies have been adopted in preparation of the financial statements, that they have been consistently applied and that reasonable and prudent judgment and estimates have been made in respect to items not concluded by the year end, So as to give a true and fair view of the state of affairs of the Company as at 31st March, 2011 and of the profit for the year ended 31st March, 2012.

3. Proper and sufficient care has been taken for maintenance of adequate accounting records in accordance with the prosions of the Companies act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4. The financial statement have been prepared on a going concern basis.

AUDITORS:

The Auditor of the Company, JOSHI SHAH & ASSOCIATIES. Ahmedabad office till the conclusion of the ensuing Annual General Meeting. The certificate to the effect that their reappointment, if made, would be within the prescribed limits under Section 2224SIF of the Companies Act, 1956 has been received. The reappointment of the Auditors is recommended.

PERSONNEL:

Information required under section 217(2A) of the companies Act,1956 read with the Companies (Particulars of Employees) Rules, 1975 regarding employees is not applicable as non of the employees of the company is in receipt of remuneration which is more that the sum specified by the prevalent law.

CONSERVATION OF ENERGY, TECHONOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUT GO :

As required under section 217(1) (e) of the companies Act, 1956 read with the Companies (Disclosure of Oarticulars of Employees) Rules, 1988, the particulars relating to Outgo are given in Annexure to this report.

FUTURE PLANS :

The Company is poised for growth and expansion in near future. At present the existing production capacity of the Company is being effectively utilized. The management is confident that inspire of dealy in implementation of expansion project, the company shall be able to achieve the projections to a sizeable extent by optimum utisation of existing production facilities. The future performance of the Company is likely to be impressive considering the demand in the domestic as well as the international market.

ACKNOWLEDGEMENTS :

The Directors wish to place on recore their appreciation of the devoted services of the workers, staff and the officers who have largely contributed to the smooth functioning of the Company. The management would like to express its deep appreciation for the support extended by the Bankers and other agencies working with the Company.

Place : AHMEDABAD for the Order of the Board of Directors Date : 1st September, 2012 Sd/- Devang P. Shah Managing Director

Devang P.Shah Managing Director


Mar 31, 2011

Dear Members,

The Board of Director of your company have the pleasure in presenting the 22nd Annual Report together with the audited Statement of Accounts of your company of the year ended on 31st March, 2011.

FINANCIAL HIGHLIGHTS:

(Rs. in lacs) (Rs. in lacs)

Particulars 2010-2011 2009-2010

Sales and Other Income 22.16 33.07

Profit before Depreciation 2.39 6.04

Depreciation 1.74 1.60

Net Profit before tax 0.65 4.44

Less tax 0.18 0.95

Profit After tax 0.45 3.03

Previous years Balance brought forward (-) 26.12 (-) 29.15

Balance carried to Balance sheet (-) 25.67 (-) 26.15

DIVIDEND:

The Directors do not recommend the payment of dividend for the period under Consideration.

DIRECTOR''S RESPONSIBILITY STATEMENT.

In term of Section 217 (2AA) of the Companies Act, 1956 in relation to financial Statements for the year 2010-2011, the Board of Directors state that :

1. In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any.

2. Reasonable and prudent accounting policies have been adopted in preparation of the financial statements, that they have been consistently applied and that reasonable and prudent judgment and estimates have been made in respect to items not concluded by the year end, So as to give a true and fair view of the state of affairs of the Company as at 31st March, 2011 and of the profit for the year ended 31st March, 2011.

3. Proper and sufficient care has been taken for maintenance of adequate accounting records in accordance with the prosions of the Companies act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4. The financial statement have been prepared on a going concern basis.

AUDITORS:

The Auditor of the Company, JOSHI SHAH & ASSOCIATIES. Ahmedabad office till the conclusion of the ensuing Annual General Meeting. The certificate to the effect that their reappointment, if made, would be within the prescribed limits under Section 2224SIF of the Companies Act, 1956 has been received. The reappointment of the Auditors is recommended.

PERSONNEL:

Information required under section 217(2A) of the companies Act,1956 read with the Companies (Particulars of Employees) Rules, 1975 regarding employees is not applicable as non of the employees of the company is in receipt of remuneration which is more that the sum specified by the prevalent law.

CONSERVATION OF ENERGY, TECHONOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUT GO :

As required under section 217(1) (e) of the companies Act, 1956 read with the Companies (Disclosure of Oarticulars of Employees) Rules, 1988, the particulars relating to Outgo are given in Annexure to this report.

FUTURE PLANS :

The Company is poised for growth and expansion in near future. At present the existing production capacity of the Company is being effectively utilized. The management is confident that inspire of dealy in implementation of expansion project, the company shall be able to achieve the projections to a sizeable extent by optimum utisation of existing production facilities. The future performance of the Company is likely to be impressive considering the demand in the domestic as well as the international market.

ACKNOWLEDGEMENTS :

The Directors wish to place on recore their appreciation of the devoted services of the workers, staff and the officers who have largely contributed to the smooth functioning of the Company. The management would like to express its deep appreciation for the support extended by the Bankers and other agencies working with the Company.

Place : AHMEDABAD for the Order of the Board of Directors Date : 1st September, 2011 Sd/- Devang P. Shah Managing Director Devang P.Shah Managing Director

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