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Directors Report of Goldcrest Corporation Ltd.

Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the 31st Annual Report and Audited Statement of Accounts on the business and operations of your Company and for the year ended 31st March, 2014. Your Company has achieved yet another year of satisfactory performance in turnover and profitability.

FINANCIAL RESULTS:

THE FINANCIAL RESULTS OF THE COMPANY FOR THE FINANCIAL YEAR UNDER REVIEW ARE SUMMARIZED BELOW:

Year ended Year ended 31st March, 31st March 2014 2013 (Rs.in Lacs) (Rs.in Lacs)

INCOME

Turnover / Gross Income 1825.23 4266.43

1825.23 4266.43

EXPENDITURE

Purchases 1000.18 3793.48

Changes in Inventories of Finished Goods (294.21) (644.70)

Employee Costs 97.18 68.60

Finance Charges 9.99 55.23

Depredation 191.50 218.07

Diminution in value of stock 3.58 74.34

Bad Debts W/off 252.09 -

Administration Costs 261.11 204.96

1521.43 3769.99

Profit / ( Loss ) Before Tax 303.80 496.43

Less: Provision for Taxation Current Year Tax 163.00 120.00

Deferred Tax Liability (2.92) 3.93

Profit i ( Loss ) After Tax 143.72 372.50

Add: Balance brought forward from 1232.68 954.56 previous year

1376.40 1327.06

Add: Amount recoverable from other beneficiary of Gold crest Realty Trust (4.11) (6.85)

Profit / ( Loss) available for 1372.29 1320.21 appropriation

Appropriation:

Less : Excess Depreciation of Earlier - - Year W/Off

Short Tax provision w/off 0.76 0.29

Proposed Dividend on Shares (75.57) (75.57)

Tax on Dividend (12.26) (12.26)

Balance carried to Balance Sheet 1285.22 1232.68

1372.29 1320.21

TURNOVER & OPERATIONS

The financial highlights reflect a lower turnover in the financial year 2013-14 and a correspondingly lower spend on expenditures, and as a result the overall performance of your Company indicates balanced performance. The turnover of your Company for the year under review is Rs. 1825.23 Lacs, as against Rs. 4,266.43 Lacs in the previous year, which is a result of a reduced turnover in Commodity Trading and Arbitrage activity. Your Directors are optimistic to improve the growth rate in turnover in the coming financial year. Net Profit After Tax stood at Rs. 143.72 Lacs as against Rs. 372.50 Lacs in the previous financial year.

INDUSTRIAL SCENARIO

India's GDP growth improved marginally in FY 2014 to 4.7% compared to 4.5% in the previous year. However, the toll that several consecutive years of sub-optimal growth took on the Indian economy was unprecedented. The country has witnessed a sharp decline in its economic growth from an average of 8.2% during the period FY04 - FY12 to below 5% in FY13 and FY14. For Corporate India, FY 2014 was perhaps one of the most difficult years in recent times. Particularly in the real estate sector, monetary tightening implemented by the RBI in its effort to control inflation dampened growth combined with high interest rates and a very challenging regulatory approval environment.

However, your Directors do believe the worst is over. The decisive mandate given by the people of India to the new government is reflective of the change India wants. Economic growth, job creation and inflation control are three of the new government's top priorities and, if executed well, could yield strong benefits in each of these three priority areas and thus improve the general economic climate of the Indian economy. We look forward to positive changes by our newly elected government and aspire to steer your company towards growth.

COMPANY' PERFORMANCE

In F.Y. 2013-14 your Company has had a lower turnover as compared to F.Y. 2012-13. This is primarily due to a decrease in activity in the Commodity Trading and Arbitrage Division. However, the Company also has a total expenditure in line with the lower turnover; hence this financial year has resulted in a balanced performance. During the year under review, the Company suffered a one-time loss due to the fraudulent and defaulting activities of the National Spot Exchange Limited (NSEL), due to which the investment made by the Company had to be written off as bad debts. In the field of Commodity Trading and Arbitrage, your Company has historically been dealing with Castor. In the year under review, your Company has forayed into Raw Wool, in addition to Castor. In the coming year, your Company will continue to explore opportunities in other commodities and expand the basket of commodities in which it deals.

CHANGE OF NAME AND MAIN OBJECT

The management of the Company with a view to explore and expand the business activities as traders and merchants in commodities and building assets, dealing in real estate and further to commensurate its name with the overall business activities, the management of the Company proposed to amend the main object and change the name to GOLD CREST CORPORATION LIMITED.

Accordingly, the consent of the members of the Company has been accorded vide Special Resolution by way of Postal Ballot for the aforesaid proposed change in name clause and main objects of the Memorandum of Association of the Company.

CHANNELIZING BUSINESS ACTIVITIES

Your Company is expanding its business activities into Real Estate. The Company in the F.Y. 2013-14 has, by virtue of investment, became partner of M/s. Avanti Electronic City Project LLP. The said LLP was incorporated to undertake various Real Estate projects. The current ongoing project is located at Bangalore, India. In the coming year, your Company will continue to explore opportunities in real estate across the India.

GRATUITY

Your Company has initiated to provide for Gratuity for the eligible employees as per the Payment of Gratuity Act All the eligible employees will be entitled for gratuity on retirement / retrenchment or on resignation.

INTERNAL CONTROLS AND SYSTEMS

The Company has In place a proper and adequate system of internal control and the same is being reviewed commensurate with its size and nature of operations.

The Company has entrusted the internal & operational audit to M/s. M. V. Ghelani & Co., a reputed firm of Chartered Accountants. The main thrust of the internal audit process is test and review of controls, independent appraisal risks, business processes and benchmarking internal controls with best practices.

The Audit Committee of the Board of Directors, Statutory Auditors and Business Heads are periodically apprised of the internal audit findings and corrective actions taken. Audit plays a key role in providing assurance to the Board of Directors.

CAUTIONARY STATEMENT:

Statements made in this report in 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, which 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.

SUBSIDIARY COMPANY

As on 31st March, 2014, your Company had one Subsidiary, Gold crest Habitats Private Limited.

The Ministry of Corporate Affairs (MCA), Government of India vide the General Circular No. 2/2011 dated February 8, 2011 has granted general exemption under Section 212(8) of the Companies Act, 1956 to Companies from attaching the accounts of their subsidiaries in their annual reports subject to fulfillment of certain conditions prescribed in the Circular. Pursuant to the above Circular, the Board of Directors of the Company at its meeting held on 30th July, 2013 passed the necessary resolution granting the requisite approvals for not attaching the Balance Sheet, Statement of Profit & Loss, report of the Board of Directors and report of the Auditors thereon of the Subsidiary Company to the accounts of the Company. The Company will make available the copies of Annual Accounts of the Subsidiary Company and related detailed information to the shareholders of the Company seeking the same. The Annual Accounts of the Subsidiary Company will also be kept for inspection by any shareholder at the Registered Office of the Company and that of the subsidiary company.

Further, pursuant to the provisions of Accounting Standard AS-21 prescribed under the Companies (Accounting Standards) Rules, 2006 and the Listing Agreement as prescribed by the Securities and Exchange Board of India, the Consolidated Financial Statements of the Company along with its subsidiary for the year ended March 31,2014 form part of this Annual Report.

CONSOLIDATED ACCOUNTS

The Consolidated Financial Statements of the Company are prepared in accordance with relevant Accounting Standard viz. AS-21, AS-23 and AS -27 issued by the Institute of Chartered Accountants of India and forms a part of this Annual Report.

DIVIDEND:

Your Directors are pleased to recommend a Dividend on Equity Shares of Rs.1/- for every Equity share of Rs.10/ i.e. @ 10% which will be paid after obtaining approval of members in the ensuing general meeting and other necessary permissions, if any.

DIRECTORS:

Mr. Tulsidas J. Tanna steps down as a Chairman & Director of the Company w.e.f. 30th July, 2014. The Board places on record its deep sense of appreciation for the services rendered by Mr. Tulsidas J. Tanna.

The Board of Directors appointed Mr. Tulsidas J. Tanna as 'Chairman Emeritus' in recognition of him being the founder of the Company, mentoring sensor management and nurturing the organization since its inception.

The Board of Directors appointed Mr. Tushar T. Tanna as the Chairman to lead the Company to new heights under the continued guidance and inspiration of Chairman Emeritus.

Mrs. Anupa Tanna Shah was appointed as an Additional Director of the Company with effect from 30th July, 2014. In terms of Section 161 of the Companies Act, 2013, Mrs. Anupa Tanna Shah holds office only upto the date of the ensuing Annual General Meeting.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 and under Clause 49 of the Listing Agreement with the Stock Exchanges.

CHIEF FINANCIAL OFFICER (CFO)

The Board of Directors appointed Mr. Manish S. Chheda as Chief Financial Officer (CFO) of the Company w.e.f. 30th July, 2014 pursuant to Section 203 of the Companies Act, 2013.

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 217 (2AA) of the Companies Act, 1956;

i. In the preparation of the Annual Accounts of the Company, the applicable Accounting Standards had been followed.

ii. 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 at the end of the Financial Year on 31st March, 2014 and Profit or Loss for the year ended as on that date.

iii. The Directors had 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 had prepared the Annual Accounts on a going concern basis.

PUBLIC DEPOSIT:

Your Company has neither invited nor accepted/renewed any "Deposit" from public within the meaning of the term "Deposits" under the Companies (Acceptance of Deposits) Rules 1975, as amended from time to time.

PARTICULARS OF EMPLOYEES:

During the year under review none of the employees of the Company was in receipt of remuneration in excess of the limits, specified under Section 217(2A) of the Companies Act, 1956, whether employed for the whole year or part thereof.

CORPORATE GOVERNANCE:

As per Clause 49 of the Listing Agreement with the Stock Exchanges, a separate section on Corporate Governance Practices followed by the Company, together with a certificate from the Company's Auditors confirming compliance, is set out in the Annexure forming part of this Report.

TRANSFER OF UNCLAIMED DIVIDEND AMOUNT TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the provisions of Section 205A(5) and Section 205C of the Companies Act, 1956, application money received by the Company for allotment of shares and due for refund,is required to be transferred to Investor Education and Protection Fund (IEPF) of the Central Government after such amount remained unclaimed and unpaid for a period of seven years from the date it became due for payment.

During the year, the Company transferred an amount of Rs. 52,466/- to Investor Education and Protection Fund of the Central Government being the unpaid and unclaimed dividend amount pertaining to Final Dividend for the year 2005-06 on 16th November, 2013.

Pursuant to the provisions of Investor Education and Protection Fund (Uploading of information regarding unpaid and unclaimed amounts lying with companies) Rules, 2012, the Company has uploaded the details of unpaid and unclaimed amounts lying with the Company as on 20th September, 2013 on the Ministry of Corporate Affairs' website.

CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information required under Section 217 (1}(e) of the Companies Act, 1956 read with the Companies(Disclosure of particulars in the report of the Board of Directors) Rules, 1988 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 Outgo : Rs. 5,53,665/-

RE-APPOINTMENT OF AUDITORS:

The Board on recommendation of the Audit Committee, has proposed that M/s. Ramesh M. Sheth & Associates, Chartered Accountants, Mumbai, be re-appointed as the Statutory Auditors of the Company and to hold office till the conclusion of next Annual General Meeting of the Company. A letter has been received from M/s. Ramesh M. Sheth & Associates, Chartered Accountants to effect that their re-appointment, if made, would be within the prescribed limits under the provisions of Companies Act, 2013. Your Directors recommend the appointment of M/s. Ramesh M. Sheth & Associates, Chartered Accountants, as the Company's Auditors including that of the Branch.

The Notes on Financial Statements referred to in the Auditor's Report are self-explanatory and do not call for any further comments.

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.

By order of the Board of Directors For GOLD CREST CORPORATION LIMITED

CHAIRMAN & MANAGING DIRECTOR Place: Mumbai. TUSHAR T. TANNA Date: 30th July, 2014 DIN: 00170535


Mar 31, 2013

To Members of GOLDCREST CORPORATION LIMITED

The Directors have pleasure in presenting the Thirtieth Annual Report and Audited Statement of Accounts on the business and operations of your Company and for the year ended 31" March, 2013. Your Company has achieved yet another year of satisfactory performance in turnover and profitability.

FINANCIAL RESULTS:

THE FINANCIAL RESULTS OF THE COMPANY FOR THE FINANCIAL YEAR UNDER REVIEW ARE SUMMARIZED BELOW:

Year ended Year ended 31st March, 2013 31st March, 2012 (Tin Lacs) (Tin Lacs)

INCOME

Turnover / Gross Income 4266.43 10526.44

4266.43 10526.44

EXPENDITURE

Purchases 3793.48 7931.12

Changes in Inventories of Finished Goods (644.70) 1646.07

Employee Costs 68.60 53.32

Finance Charges 55.23 124.24

Depreciation 218.07 246.62

Diminution in value of stock 74.34 17.31

Administration Costs 204.96 206.24

3769.99 10224.92

Profit / ( Loss ) Before Tax 496.43 301.52

Less: Provision for Taxation

Current Year Tax 120.00 50.00

Deferred Tax Liability 3.93 10.45

Profit / ( Loss ) After Tax 372.50 241.07

Add: Balance brought forward from previous year 954.56 807.25 1327.06 1048.32

Add: Amount recoverable from other beneficiary of Goldcrest Realty Trust (6.85) (5.22)

Profit / ( Loss) available for appropriation 1320.21 1043.10 Appropriation:

Less : Excess Depreciation of Earlier Year W/Off __ 4.80

Short Tax provision w/off 0.29 (5.34)

Proposed Dividend on Shares (75.57) (75.57)

Tax on Dividend (12.26) (12.55)

Balance carried to Balance Sheet 1232.68 954.44

1320.21 1043.10

TURNOVER & OPERATIONS:

The financial highlights reflect a significantly lower turnover in the financial year 2012-13, however, due to correspondingly lower expenditure, the overall performance of your Company has maintained an upward trend and indicates balanced growth. The turnover of your Company for the year under review is Rs. 4,266.43 Lacs, as against 7. 10,526.44 Lacs in the previous year, which is a result of a reduced turnover in the Commodity Trading and Arbitrage Division. Your Directors are optimistic to improve the growth rate in turnover in the coming financial year. Net Profit after Tax stood at Rs. 372.50 Lacs as against Rs. 241.07 Lacs in the previous financial year. INDUSTRIAL SCENARIO:

For the year under review, Global economic prospects continued to remain downbeat as uncertainty and vulnerabilities of economies towards financial stress and real economy constraints continue to persist. The World Bank and the UN both have presented rather congruent outlooks for 2012 and 2013, and the prime concerns presented in this report are:

Though region-centric to begin with, the financial turmoil in Europe has now spread to developing and other high-income countries and this contagion has increased borrowing costs in many parts of the world, pushed down stock markets, and lowered capital flows to developing countries.

Europe has entered a recessionary phase and growth in several major developing countries (Brazil, India and, to a lesser extent, Russia, South Africa and Turkey) is significantly slower than it was earlier in the recovery, mainly reflecting policy tightening initiated in late 2010 and early 2011 in order to combat rising inflationary pressures. Hence, despite a strengthening of activity in the United States and Japan, global growth and world trade have slowed down sharply.

According to the Economic Survey 2012-13, tabled in Parliament on February 27,2013, by Mr. P. Chidambaram, the Union Finance Minister, the economy grew at 5.0 per cent in 2012-13 and is expected to grow at 6.1-6.7 percent in-4he next fiscal year. Manufacturing and Services sector have registered impressive gains. The Survey reports that the services sector registered a growth rate of 6.6 per cent while the manufacturing sector growth rate was 1.9 per cent in 2012-13.

Indian manufacturing and services sectors expanded more than China in February 2013, according to a survey by HSBC. The HSBC composite index for India for manufacturing and services stood at 54.8 in February 2013, whereas it was 51.4 for China.

India continues to be one of the fastest growing real estate markets in the world and is attracting not only domestic real estate developers but also foreign investors especially NRIs. India was also among the top 20 real estate investment markets globally with investment volume of Rs.190 Billion (US$ 3.46 Billion) recorded in 2012, according to Cushman & Wakefield''s report ''International Investment Atlas''.

The Government of India has taken several measures to give impetus to Economic growth during the year under review. The Government has encouraged and laid down measures to encourage integrated decision-making on high-impact infrastructure projects, they have also permitted FDI in multi-brand Retail and FDI and other reforms in the Aviation sector and they have implemented policies in order to contain petroleum products subsidies.

COMPANYS'' PERFORMANCE:

In F.Y. 2012-13 your Company has had a significantly lower turnover from F.Y. 2011-12. This is primarily due to a decrease in activity in the Commodity Trading and Arbitrage Division. Total expenses have also decreased in line with the lower turnover; hence the PBT and PAT have maintained an upward trend from that of F.Y. 2011-12.

In the field of Commodity Trading and Arbitrage, your Company has been dealing with Castor, Guar, Jeera, Channa and Black Pepper. In the year under review, your Company has forayed into Raw Wool. In the coming year, your Company will continue to explore opportunities and expand the basket of commodities in which it deals.

INTERNAL CONTROLS AND SYSTEMS:

The Company has in place a proper and adequate system of internal control and the same is being reviewed commensurate with its size and nature of operations.

CAUTIONARY STATEMENT:

Statements made in this report in 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, which 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.

DIVIDEND:

Your Directors are pleased to recommend a Dividend on equity shares of Rs. 1/- for every share of 7.10/- i.e. @ 10% which will be paid after obtaining approval of members in the ensuing Annual General Meeting and other necessary permissions.

DIRECTORS:

In accordance with the Companies Act, 1956 and pursuant to Articles of Association Mr. Shirish B. Kamdar, retires by rotation, and being eligible, offers himself for re-appointment.

None of the Company''s Directors is disqualified from being appointed as a Director as specified in Section 274(1 )(g) of the Companies Act, 1956.

DIRECTOR''S RESPONSIBIUTY 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 217 (2AA) of the Companies Act, 1956;

i. In the preparation of the Annual Accounts of the Company, the applicable Accounting Standards had been followed.

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 at the end of the Financial Year on 31s1 March, 2013 and Statement of Profit or Loss for the year ended as on that date.

iii. The Directors had 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 had prepared the Annual Accounts on a going concern basis.

PUBLIC DEPOSIT:

Your Company has neither invited nor accepted/renewed any "Deposit" from public within the meaning of the term

"Deposits''* under the Companies (Acceptance of Deposits) Rules 1975, as amended from time to time.

PARTICULARS OF EMPLOYEES:

During the year under review none of the employees of the Company was in receipt of remuneration in excess of the limits, specified under Section 217(2A) of the Companies Act, 1956, whether employed for the whole year or part thereof.

CORPORATE GOVERNANCE:

To comply with the conditions of Corporate Governance, pursuant to Clause 49 of the Listing Agreements with the Stock Exchange, a separate section on Management Discussion and Analysis and Corporate Governance Report together with a certificate from the Company''s Auditors confirming the compliance is included in the Annual Report.

CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information required under Section 217(1 )(e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the report of the Board of Directors) Rules, 1988 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 Outgo Rs.2,17,946/-

RE-APPOINTMENT OF AUDITORS:

The Board on recommendation of the Audit Committee, has proposed that M/s. Ramesh M. Sheth & Associates, Chartered Accountants, Mumbai, be re-appointed as the Statutory Auditors of the Company and to hold office till the conclusion of next Annual General Meeting of the Company. A certificate from M/s. Ramesh M. Sheth & Associates has been received stating their eligibility u/s 224(1 B) of the Companies Act, 1956 and offer themselves for re-appointment. Your Directors recommend the appointment of M/s. Ramesh M. Sheth & Associates, Chartered Accountants, as the Company''s Auditors including that of the Branch.

APPRECIATION:

Your Directors acknowledge with gratitude the co-operation and assistance given by the Bankers, Distributors, Customers, Investors, BSE Ltd., National Securities Depository Ltd., and Central Depository Services (India) Ltd. 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

Place: Mumbai.

Date: 25* May, 2013 CHAIRMAN


Mar 31, 2012

To The Members of GOLDCREST FINANCE (INDIA) LIMITED

The Directors have pleasure in presenting the TWENTY - NINTH ANNUAL REPORT on the business and operations of your Company and the Audited Statements of Accounts for the Year Ended 31st March, 2012.

FINANCIAL RESULTS:

THE FINANCIAL RESULTS OF THE COMPANY FOR THE YEAR UNDER REVIEW ARE SUMMARISED BELOW:

Year Ended Year Ended 31st March,2012 31st March.2011 (Rs.In lacs) (Rs.In lacs)

INCOME

Turnover / Gross Income 10526.44 2623.70

10526.44 2623.70

EXPENDITURE

Purchases 7931.12 2445.94

Changes in Inventories of Finished Goods 1646.07 (837.01)

Employee Costs 53.32 34.69

Finance Charges 124.24 156.71

Depreciation 246.62 271.51

Diminution in value of stock 17.31 63.08

Administration Costs 206.24 149.52

10224.92 2284.44

Profit / ( Loss ) Before Tax 301.52 339.27

Less: Provision for Taxation

Current Year Tax 50.00 68.00

Deferred Tax Liability 10.45 9.37

Profit / ( Loss ) After Tax 241.07 261.90

Add: Balance brought forward from previous year 807.25 654.83

1048.32 916.74

Add: Profit / ( Loss ) transferred from Goldcrest Trade & Mechandise Private Limited (a 100% wholly owned subsidiary of the company) _ (35.04)

1048.32 881.70

Add: Amount recoverable from other beneficiary of Goldcrest Realty Trust (5.22) (3.65)

Profit / ( Loss) available for appropriation 1043.10 878.04

Appropriation:

Less : Excess Depreciation of Earlier Year W/Off 4.80 -

Short Tax provision w/off (5.34) -

Proposed Dividend on Shares (75.57) 60.71

Tax on Dividend (12.55) 10.08

Balance carried to Balance Sheet 954.44 807.25

1043.10 878.04

TURNOVER & OPERATIONS:

The turnover of the company for the year under review is Rs. 10526.44 lacs, as against Rs.2623.70 lacs in the previous year which in the opinion of the Directors are satisfactory, your Directors are hopeful to improve the growth rate in turnover and profitability in current year. Net Profit after Tax stood at Rs. 241.07 lacs as against Rs. 261.90 lacs in the previous year.

INDUSTRIAL SCENARIO:

The global economy experienced significant volatility during the year. While growth and employment in the US economy appeared to be improving, the crisis in the Euro Zone threatened to plunge the entire world into turmoil. The deleveraging of the European Banks is expected to affect capital flows to emerging markets and the resultant liquidity crunch might drive up interest rates.

During the year under review, India's GDP moderated to 6.5% after growing by 8.4% per annum in both F.Y. 2009-10 and F.Y. 2010 11. While overall global GDP growth has remained tepid, some of the reasons for the slow down in India were due to weak industrial growth and overall deceleration in investments. The service sector, however, continued to be the key growth driver in the Indian economy, achieving 8.7% growth. Inflationary pressures are a key concern for the economy and stood at approximately 6.9% in March 2012. In a bid to contain inflationary expectations, the RBI increased the repo and reverse repo rates by 175 basis points each during the year under review. The slowdown in growth coupled with high interest rates has led to a decline in investment rates.

India continues to be one of the fastest growing real estate markets in the world and is attracting not only domestic real estate developers but also foreign investors especially NRIs. The housing construction industry is poised for double-digit growth in the backdrop of India's large population base, rising income and rapid urbanization. Despite a higher interest rate environment, the demand for home loans remains robust. There is a slow down in the absorption of commercial and IT spaces, which is largely a factor of the overall deceleration in investments and weakened investor sentiment.

The Indian food grain production for the year is estimated at a record high of over 250 million MTN mainly on account of increase in production of rice and wheat. Overall oil seed production was also in the higher side at about 30 million MTN. However, India still continues to import nearly 50% of its requirement of edible oil. India is the world's largest producer, consumer and exporter of spices.

India's capital markets were one of the worst performing emerging markets in FY 2011-12. Rising interest rates, rising cost of fuel, falling industrial output, weakening rupee and policy indecision were just some of the factors that led to this. During the year, the Fils were marginal sellers of Indian equities, while domestic institutions were strong buyers. The ensuing year looks to be an equally challenging year for equities.

COMPANYS' PERFORMANCE:

In F.Y. 2011-12 your Company has had an increase in turnover of 300% from F.Y. 2010-11. This is primarily due to an increase in activity in the Commodity Trading and Arbitrage division. Total expenses have also increased in line with the increased turnover; hence the PBT and PAT are relatively in line with that of F.Y. 2010-11. Your Company has been successful in converting its Fully Convertible Debentures in to Equity Shares, thus the Share Capital of the Company has increased from Z 6,07,10,200 in F.Y. 2010-11 to 77,55,67,600 in F.Y. 2011-12 and Reserves and Surpluses has increased from f 15,82,64,276 in F.Y. 2010-11 to T 30,67,12,020 in 2011-12. This has resulted in our Balance Sheet becoming stronger and an improved Debt: Equity Ratio.

In the coming year, your Company plans to focus on expanding its real estate investments into Warehousing projects. A portfolio of such properties along with a consolidation of our existing properties is what has been envisaged for the coming Financial Year.

In the field of Commodity Trading and Arbitrage, at present your Company deals in Castor, Guar, Jeera, Channa and Black Pepper. In the coming year, your Company plans to expand the basket of commodities in which it deals and foray into other commodities such as Barley, Cotton etc. In addition, the expansion of your Company's Real Estate division into Warehousing will result in synergies in the Commodity Trading and Arbitrage business as well.

INTERNAL CONTROLS AND SYSTEMS:

The company has in place a proper and adequate system of internal control and the same is being reviewed commensurate with its size and nature of operations.

CAUTIONARY STATEMENT:

Having projected fairly achievable expectations, it will not be out of place to indicate that other things remaining equal, economic conditions affecting demand/supply, overall price parity both domestic and overseas, and government regulations, will affect the desired results.

DIVIDEND:

The Board has recommended a Dividend @ 10% (Rs. 1/- per share) on Ordinary/Equity Shares for the Year ended 31st March, 2012 (previous year @ 10%), subject to the approval by ths Shareholders.

LISTING OF 14.85.740 EQUITY SHARES AT RS.10/- EACH ISSUED PURSUANT TO THE SCHEME OF AMALGAMATION OF THE COMPANY WITH 100% WHOLLY OWNED SUBSIDIARY i.e. GOLDCREST TRADE & MERCHANDISE PRIVATE LIMITED

As you are aware, the Board of Directors of your company vide their Board Meeting held on 10th January, 2012 allotted fresh 14,85,740 Equity shares of Rs.10/- each on non-repatriation basis pursuant to conversion of 1,48,574 Fully Convertible Debentures (FCD) of T1000/- each of the company in accordance with the conversion ratio of Ten Equity Shares of 710/- each of the Company for every one such FCD of Rs.1000/- each held by Debenture Holder(s) in the company pursuant to the Scheme of Amalgamation with 100% wholly owned Subsidiary i.e. Goldcrest Trade & Merchandise Private Limited as sanctioned by Hon'ble Bombay High Court. The Company has obtained the Listing Permission on 14th February, 2012 and Trading Permission w.e.f. 14th March, 2012 from Bombay Stock Exchange Limited for above mentioned 14,85,740 Equity Shares ofRs. 10/- each.

DIRECTORS:

To appoint a Director in place of Mr. Tulsidas J. Tanna, who retires by rotation, and being eligible, offers himself for re-appointment.

Mr. Kishore Vussonji was appointed as Additional Director effective from 30
Mr. Shailesh S. Vaidya resigned from Directorship of the company w.e.f. 1st August, 2012 due to pre-occupation. The Directors put on record their appreciation for positive contribution of Mr. Shailesh S. Vaidya towards the progress of the Company.

The term of Mr. Tushar Tanna - Managing Director of the Company is due to expire on 31st July, 2012. The Board of Directors on the recommendation of Remuneration Committee at their Board meeting held on 13th August, 2012 re- appointed Mr. Tushar Tanna as the Managing Director of the company for a further period of 3 years w.e.f. 1st August, 2012, subject to approval of shareholders. A resolution proposing the re-appointment of Mr. Tushar Tanna as the Managing Director with effect from 1st August, 2012 will be placed before the shareholders for approval at the ensuing Annual General Meeting.

None of the Company's directors is disqualified from being appointed as a director as specified in Section 274(1 )(g) the Companies Act, 1956.

PUBLIC DEPOSIT:

Your Company has neither invited nor accepted/renewed any "Deposit" from public within the meaning of the term "Deposits" under the Companies (Acceptance of Deposits) Rules 1975, as amended from time to time.

PARTICULARS OF EMPLOYEES:

During the year under review none of the employees of the Company was in receipt of remuneration in excess of the limits, specified under Section 217(2A) of the Companies Act, 1956, whether employed for the whole year or part thereof.

CORPORATE GOVERNANCE:

Pursuant to Clause 49 of the Listing Agreements with the Stock Exchanges, a Management Discussion and Analysis, Corporate Governance Report and Auditors' Certificate regarding compliance of conditions of Corporate Governance are made a part of the Annual Report.

CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information required under Section 217 (1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the report of the Board of Directors) Rules, 1988 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 Outgo : Rs. 4,91,670/-

DIRECTOR'S RESPONSIBILITY STATEMENT:

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors affirm that;

i. In the preparation of the Annual Accounts of the Company, the applicable Accounting Standards had been followed.

ii. 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 at the end of the Financial Year on 31st March, 2012 and Profit or Loss for the year ended as on that date.

iii. The Directors had 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 had prepared the Annual Accounts on a going concern basis.

RE-APPOINTMENT OF AUDITORS:

The retiring Auditors M/s. Ramesh M. Sheth & Associates, Chartered Accountants retire and being eligible u/s 224(1 B) of the Companies Act, 1956, offer themselves for re-appointment. The Directors recommend the appointment of M/s. Ramesh M. Sheth & Associates, Chartered Accountants, as the Company's Auditors including that of the Branch.

APPRECIATION:

Your Directors acknowledge with gratitude the co-operation and assistance given by the Bankers, Distributors, Customers, Investors, Bombay Stock Exchange Ltd., National Securities Depository Ltd., and Central Depository Services (India) Ltd. 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, support and continued co-operation throughout the year.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS Place: Mumbai.

Date: 13th August, 2012 CHAIRMAN


Mar 31, 2010

The Directors have pleasure in presenting the TWENTY - SEVENTH ANNUAL REPORT on the business and operations of your Company and the Audited Statements of Accounts for the Year Ended 31st March, 2010.

FINANCIAL RESULTS:

THE FINANCIAL RESULTS OF THE COMPANY FOR THE YEAR UNDER REVIEW ARE SUMMARISED BELOW:

Year ended Year ended

31st March, 2010 31st March, 2009

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

INCOME

Turnover / Gross Income 1559.75 1093.52

1559.75 1093.52

EXPENDITURE

Opening Stock & Purchases 885.68 124.05

Finance Charges 128.47 261.03

Employee Costs 18.07 13.21

Administration Costs 98.95 93.60

Diminishing Value of Stock 7.50 -

Depreciation 296.68 324.51

1435.35 816.40

Profit/(Loss) Before Tax 124.40 277.12

Less : Provision for Taxation

- Current Year Tax 21.00 30.00

- Deferred Tax Liability 10.30 12.03

- Fringe Benefit Tax - 0.65

Profit / (Loss) After Tax 93.10 234.44

Add : Balance brought forward from previous year 598.44 464.93

Add : Amount Recoverable from other beneficiary of

Goldcrest Realty Trust (1.30) (1.54)

Profit / (Loss) available for appropriations 690.24 697.83

Appropriations :

Less : Short Tax Provision W/Off (0.11) (0.15)

Proposed Dividend on Shares 30.36 60.71

Tax on Dividend 5.16 10.32

Security Transaction Tax of Earlier Yr W/Off - 28.52

Balance carried to Balance Sheet 654.83 598.43

690.24 697.83

TURNOVER & OPERATIONS:

The turnover of the company for the year under review is Rs. 1559.75 lacs , as against Rs. 1093.52 lacs in the previous year which in the opinion of the Directors are satisfactory , your Directors are hopeful to improve the growth rate in turnover and profitability in current year. Net Profit after Tax stood at Rs.93.10 lacs as against Rs.234.44 lacs in the previous year.

INDUSTRY SCENARIO:

After the recent financial meltdown, the Indian economy entered the financial year 2010-11 on a buoyant note. Reforms are continuing as part of the overall structural reforms aimed at improving the productivity and efficiency of the economy. Indias policies have also changed, in the process making our economy more open to trade and investment, and more closely integrated with the world economy. These policies have yielded handsome benefits for India and India had become one of the fastest growing emerging market economies and an attractive destination for foreign investment as well.

Indian financial market has displayed stability for the last several years, even when other markets in the Asian region were facing a crisis. In the five years before the global crisis of 2008, Indias economy was growing at an unprecedented rate of 9% per annum, on average. Indias latest run of strong economic growth and continuing macroeconomic stability is a tribute the important progress made in recent years in macroeconomic management techniques as well as to an earlier generation of structural reforms. Indias economy has now expanded at an average rate of about 8% % for four years running, on the back of rising productivity and sustained investment. Inflation after ebbing in the second half of 2007 has now returned in full force and become one of the most pressing macro problems facing the Indian economy, along with a growing fiscal deficit.

Indian Capital Markets have witnessed a transformation over last decade. India is now placed among the mature markets of the world as the Indian Capital Markets have rewarded Foreign Institutional Investors (Flls) with attractive valuations and superior returns.

Emerging strong from the recent economic shock, India has become a preferred investment destinations for foreign investors across the globe. The investment scenario in India is getting better with each passing day due to high confidence level of investors. Today, India is considered the 4m largest economy in the world. Its impressive GOP rate has catapulted it to second position among all the developing nations.

COMPANYS PERFORMANCE:

Satisfactory results were generated from commodity trading. In the current year, profits are lower as compared to prior year profits due largely to the significant Recovery from NPA for the year ended 31" March, 2009 of 146.76 lakhs. In addition, despite turnover being considerably higher in the current year profit has been subdued due to pressure on margins. Considering the present indicators for business development, we believe that opportunities will become available at more reasonable valuations if the markets come off their peak slightly and this will aid in augmenting our business / investment related activities. In the coming year we expect a significantly higher profit from better yields on our Investments and a higher net rental income from the Operation and Maintenance of our Su.;v:qre Development Park.

INTERNAL CONTROLS AND SYSTEMS:

The company has in place a proper and adequate system of internal control and the same is being reviewed commensurate with its size and nature of operations.

CAUTIONARY STATEMENT:

Having projected fairly achievable expectations, it will not be out of place to indicate that other things remaining equal, economic conditions affecting demand/supply, overall price parity both domestic and overseas, and government regulations, will affect the desired results.

DIVIDEND:

The Board has recommended a Dividend on Ordinary/ Equity Shares @ 5% (Re.0.50 per share) for the Year ended

31st March 2010 (previous year @10 %), subject to the approval by the Shareholders.

DIRECTORS:

To appoint a Director in place of Mr. Tulsidas Tanna, who retires by rotation , and being eligible , offers himself for re-appointment.

PUBLIC DEPOSIT:

Your Company has neither invited nor accepted/renewed any "Deposit" from Public within the meaning of the term

"Deposits" under the Companies (Acceptance of Deposits) Rules, 1975, as amended from time to time.

PARTICULARS OF EMPLOYEES:

During the year under review none of the employees of the Company was in receipt of remuneration in excess of the limits, specified under Section 217(2A) of the Companies Act, 1956, whether employed for the whole year or part thereof.

CORPORATE GOVERNANCE:

Pursuant to Clause 49 of the Listing Agreements with the Stock Exchanges, a Management Discussion and

Analysis, Corporate Governance Report and Auditors Certificate regarding compliance of conditions of Corporate Governance are made a part of the Annual Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information required under Section 217(1)(e) of the Companies Act, 1956, read along with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, 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 Outgo : Rs. 1,46,391/-

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors affirm that;

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 as at 31/03/2010 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 for preventing and detecting fraud and other irregularities.

iv. The Directors have prepared the Annual Accounts on a going concern basis.

AUDITORSREPORT:

Your Directors wish to provide the following explanations for the remarks made by the Auditors in their report: As regards point no. 3 (v) of the Auditors Report -

None of the Employees of the company has completed five years of the service with the company and hence company has not provided for gratuity.

As regards point no. 7 of the Annexure to the Auditors Report -

Having regard to the level of operations of the Company the Board is of the opinion that it is not feasible and also not within the means of the Company to appoint specialist Internal Auditors. However, since the inception of the Company there is a strong Internal Check and Control system in the organisation.

The observations made by the Auditors in their Audit Report have been duly clarified and explained in the relevant notes forming part of the Annual Accounts and Directors Report, which are self-explanatory and do not need any further clarification.

APPOINTMENT OF AUDITORS:

The retiring Auditors M/s. Ramesh M. Sheth & Associates, Chartered Accountants retire and being eligible U/s. 224(1B) of the Companies Act, 1956, offer themselves for re-appointment. The Directors recommend the appointment of M/s. Ramesh M. Sheth & Associates, Chartered Accountants, as the Companys Auditors including that of the Branch

APPRECIATION:

Your Directors acknowledge with gratitude the co-operation and assistance given by the Bankers, distributors, customers and investors during the year under review and are confident that your Company will continue to receive such support in the years ahead.

For and on behalf of the Board of Directors

Mumbai Chairman

31st July, 2010



 
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