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Directors Report of Goldcrest Corporation Ltd.

Mar 31, 2018

BOARD’S REPORT

To Members,

GOLDCREST CORPORATION LIMITED

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

FINANCIAL RESULTS

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

(Rs,. in Lacs)

STANDALONE

CONSOLIDATED

Year ended 31stMarch, 2018

Year ended 31stMarch, 2017

Year ended 31stMarch, 2018

Year ended 31stMarch, 2017

INCOME

Turnover / Gross Income

1,468.47

950.09

1,503.77

963.17

1,468.47

950.09

1,503.77

963.17

EXPENDITURE

Purchases

Nil

427.64

Nil

427.64

Changes in Inventories of Finished Goods

308

(308)

308

(308)

Employee Costs

160.27

172.88

160.27

172.88

Finance Charges

3.39

2.12

3.39

2.12

Depreciation

46.37

41.67

46.37

41.67

Other Expenses

543.95

318.86

579.44

332.1

1,061.98

655.17

1,097.47

668.41

Profit Before Tax

406.49

294.92

406.30

294.76

Less: Provision for Taxation

Current Year Tax

91

61.35

91

61.35

Deferred Tax Liability

(60.58)

(21.97)

(60.58)

(21.97)

376.08

255.54

375.89

255.38

Other Comprehensive Income

Remeasurement of the defined benefit plans

0.93

(2.57)

0.93

(2.57)

Income tax effect relating to remeasurement of the defined benefit plans

(0.26)

0.85

(0.26)

0.85

Net of Other Comprehensive Income

0.67

(172)

0.67

(172)

Profit After Tax

376.75

253.82

376.56

253.66

Earning per Equity Shares (EPS)

1. Basic

4.98

3.38

4.97

3.38

2. Diluted

4.98

3.38

4.97

3.38

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

PERFORMANCE OF YOUR COMPANY CONSOLIDATED FINANCIAL RESULTS

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

STANDALONE FINANCIAL RESULTS

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

PERFORMANCE OF SUBSIDIARY COMPANY A. GOLDCREST HABITATS PRIVATE LIMITED:

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

B. GOLDCREST PUNE LLP:

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

DIVIDEND

Your Directors are pleased to recommend a dividend of 5% (Rs,. 0.50 per equity share of Rs,. 10/- each) on the equity shares out of the profits of the Company for the current financial year. The said dividend, if approved and declared in the forthcoming Annual General Meeting would result in a dividend outflow of Rs,. 37.78 lacs and dividend distribution tax of Rs,. 7.69 lacs aggregating to a total outflow of Rs,. 45.47 lacs and for the previous year the dividend outflow was Rs,. 37.78 lacs and dividend distribution tax was Rs,. 7.69 lacs aggregating to a total outflow of Rs,. 45.47 lacs.

BUY-BACK OF EQUITY SHARES:

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

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

TRANSFER TO RESERVE

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

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

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

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

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

ANNUAL RETURN

The extracts of the Annual Return pursuant to the provisions of Section 92 read along with Rule 12 of the Companies (Management and administration) Rules, 2014 are furnished in “Annexure A” and is attached to this Report and the same has been disclosed on the company’s website and is accessible on http://www.goldcrestgroup.com/wp-content/files/Annexure_A_of_Annual_Report. pdf

DIRECTORS AND KEY MANAGERIAL PERSONNEL

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

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

PERFORMANCE EVALUATION OF THE BOARD

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

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

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

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

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

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company has 1 (One) wholly owned subsidiary Company and 1 (One) wholly owned LLP as on March 31, 2018. There is no associate company within the meaning of Section 2(6) of the Companies Act, 2013. There has been no material change in the nature of the business of the subsidiary.

Pursuant to the provisions of Section 129(3) of the Act, a statement containing salient features of the financial statements of the Company’s subsidiary in Form AOC-1 “Annexure B” is attached to the financial statements of the Company.

Pursuant to the provision of Section 136 of the Act, the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited accounts in respect of subsidiaries are available on the website of the Company.

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

DIRECTOR’S RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statement in terms of Section 134 (5) of the Companies Act, 2013;

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

ii. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year ended on 31st March 2018 and the profit for the year ended as on that date;

iii. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and preventing and detecting fraud and other irregularities;

iv. The Directors have prepared the annual accounts on a going concern basis;

v. The Directors have laid down internal financial controls to be followed by the company and have ensured that such internal financial controls are adequate and are operating effectively;

vi. The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

MANAGEMENT DISCUSSION AND ANALYSIS

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

CAUTIONARY STATEMENT

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

PUBLIC DEPOSIT

During the year under review, your Company has not accepted any deposits within the meaning of provisions of Chapter V -Acceptance of Deposits by Companies of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules 2014, as amended from time to time.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s. C. J. GOSWAMI & ASSOCIATES, Practicing Company Secretaries (CP No. 12721) to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit Report is annexed herewith as “Annexure C”.

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

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

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

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

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

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

REPORTING OF FRAUDS BY AUDITORS

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

CORPORATE GOVERNANCE

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

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTFLOW

The information required under Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 with regard to Conservation of Energy & Technology absorption is not required to be given, as the same is not applicable to the Company.

Foreign Exchange Earning : NIL

Foreign Exchange Outflow : ''. 5,88,146

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY THAT OCCURRED DURING THE FINANCIAL YEAR TO WHICH THESE FINANCIAL STATEMENTS RELATE AS ON THE DATE OF THIS REPORT.

No material changes and commitments affecting the financial position of the Company occurred during the financial year to which these financial statements relate as on the date of this report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS OF THE COMPANY

There are no significant and material orders passed by the Regulators or Courts or Tribunals which would impact the going concern status and the Company’s future operations.

CORPORATE SOCIAL RESPONSIBILITY.

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

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

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

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

Sr.

No.

Particulars

As at March 31, 2017

As at March 31, 2018

1

Goldcrest Pune LLP (Investment)

99,990

Nil

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

The related party transactions were entered into on an arm’s length basis, in the ordinary course of business and are in compliance with the applicable provisions of section 188 of the Companies Act, 2013 during the year under review. Accordingly, the disclosure of related party transactions as required under Section 134(3) (h) of the Companies Act, 2013 in Form AOC 2 is not applicable.

The Company has formulated a policy on materiality of Related Party Transactions and dealing with Related Party Transactions which has been uploaded on the Company’s website and can be accessed at http://www.goldcrestgroup.com/wp-content/files/

AUDITORS AND AUDITORS REPORT

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

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

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

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

The notes to the Financial Statements referred to in the Auditors Report are self-explanatory and do not call for any further comments under Section 134 of the Companies Act, 2013.

NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW

The Company had 4 Board meetings during the financial year under review. The details of the meetings of the board held during the financial year form a part of the Corporate Governance Report.

COMPANY’S POLICY RELATING TO DIRECTORS’ APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES

The Company’s Policy relating to appointment of Directors, payment of managerial remuneration, Directors’ qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178(3) of the Companies Act, 2013 is furnished in “Annexure D” and is attached to this report.

INDEPENDENT DIRECTORS MEETING

The Independent Directors met on February 26, 2018, without the attendance of Non-Independent Directors and members of the Management. The Independent Directors reviewed the performance of Non-Independent Directors and the Board as a whole; the performance of the Chairman of the Company, taking into account the views of Executive Directors and Non-Executive Directors and assessed the quality, quantity and timeliness of flow of information between the Company’s Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

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

DECLARATION BY INDEPENDENT DIRECTORS

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

COMMITTEES OF THE BOARD

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

ESTABLISHMENT OF THE VIGIL MECHANISM

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

RISK MANAGEMENT

The Board of the Company has voluntarily formed a Risk Management Committee to frame, implement and monitor the risk management plan for the company. The Committee is responsible for reviewing the risk management plan and ensuring its effectiveness. The Audit Committee has additional oversight in the area of financial risks and controls. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.

Your Company manages, monitors and reports on the principal risks and uncertainties that can impact its ability to achieve its strategic objectives. The Company’s management regularly reviews systems, organizational structures, processes, standards, codes of conduct and behaviors that govern how the Company conducts its business and manages associated risks.

PREVENTION OF SEXUAL HARASSMENT IN THE WORKPLACE

The Company has constituted an Internal Complaint Committee pursuant to the provision of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (“Act”). Your Company has zero tolerance towards sexual harassment in the workplace. During the year under review there were no cases filed pursuant to the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013.

REMUNERATION RATIO OF THE DIRECTORS / KEY MANAGERIAL PERSONNEL (KMP) / EMPLOYEES:

The information required pursuant to Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, in respect of employees of the Company and Directors is furnished hereunder:

A. Information pursuant to Section 197 of the Companies Act, 2013 read with Rule 5(1) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

i. The ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year 2017-18 and the percentage increase in remuneration of each Director, Chief Financial Officer, Chief Executive Officer, Company Secretary in the financial year 2017-18:

Name of Director & KMP

Ratio of Remuneration of each Director to median remuneration of Employees

% increase in remuneration in the financial year

Executive Directors

Mrs. Anupa Tanna Shah

20.97

Nil

Non-Executive Directors

Mr. Kishore Vussonji

0.42

Nil

Mr. Shirish Kamdar

0.42

Nil

Key Managerial Personnel

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

20.97

Nil

Mr. Manish Chheda (CFO)

N.A.

13

Ms. Marisa Gonsalves (CS)

N.A.

16.46

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

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

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

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

It is confirmed that the remuneration is as per the Remuneration Policy of the Company.

B. The information pursuant to Section 197 of the Companies Act, 2013 read with Rule 5(2) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not applicable, since during the year under review none of the employees of the Company was in receipt of remuneration in excess of the limits specified, whether employed for the whole year or part thereof.

INTERNAL FINANCIAL CONTROL

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

APPRECIATION:

Your Directors acknowledge with gratitude the co-operation and assistance given by the bankers, distributors, customers, investors, BSE Ltd., National Securities Depository Ltd., Central Depository Services (India) Ltd., and R & T Agent during the year under review and are confident that your Company will continue to receive such support in the years ahead. The Directors also wish to thank all the employees for their contribution, high degree of commitment, support and continued co-operation throughout the year.

For and on behalf of the Board of Directors

NITA TUSHAR TANNA

CHAIRPERSON

DIN: 00170591

Place: Mumbai

Date: August 1, 2018


Mar 31, 2016

BOARD’S REPORT

To Members,

GOLDCREST CORPORATION LIMITED

The Directors are pleased to present the 33rd Annual Report and Audited Financial Statements on the business and operations of your Company for the year ended 31st March, 2016. Your Company has achieved yet another year of satisfactory performance in turnover and profitability.

FINANCIAL RESULTS

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

Year ended 31st March, 2016 ( Rs,. in Lacs) (Stand-alone)

Year ended 31st March, 2015 ( Rs,. in Lacs) (Stand-alone)

Year ended 31st March, 2016 (Rs,. in Lacs) (Consolidated)

Year ended 31st March, 2015 ( Rs,. in Lacs) (Consolidated)

INCOME

Turnover / Gross Income

EXPENDITURE

Purchases

Changes in Inventories of Finished Goods Employee Costs Finance Charges Depreciation

Diminution in value of stock Bad Debts W/off Administration Costs

Profit Before Tax

Less: Provision for Taxation Current Year Tax Deferred Tax Liability

Profit After Tax Add: Balance brought forward from previous year

Assets with no useful life Add: Amount recoverable from other beneficiary of Goldcrest Realty Trust

Profit available for appropriation

Appropriation:

Less : Excess Depreciation of Prior Year W/Off Short Tax provision w/off Income Tax of A.Y.2011-12 of GTML Wealth Tax of Previous Years from A.Y.2011-12 to A.Y.2015-16 IncomeTaxRefund of GRT from A.Y. 2013-14

Proposed Dividend on Shares /

Interim Dividend on shares Tax on Dividend

Balance carried forward to Balance Sheet

2,311.20

3,498.57

2,311.20

3,498.59

2,311.20

3,498.57

2,311.20

3,498.59

882.44

1.03

111.31

0.07

39.70

12.73

2,56.07

1,425.87

1,123.89

85.29

4.88

37.35

20.43

375.01

882.44

1.03

111.31

0.07

39.70

12.73

256.13

1,425.87

1,123.89

85.29

4.88

37.35

20.43

375.47

1,303.40

3,072.76

1,303.46

3,073.22

1,007.79

425.81

1,007.74

425.36

2,00.00

(39.25)

90.00

(42.71)

2,00.00

(39.25)

90.00

(42.71)

847.04

1,502.69

378.52

1,285.21

846.99

1,499.78

378.07

1,282.76

2349.73

1,663.73

(5.06)

(31.19)

2,346.77

1,660.83

(5.06)

(31.19)

2,349.73

1,627.48

2,346.77

1,629.64

(0.26)

(14.59)

(0.45)

1.65

(94.46)

(19.23)

2,222.38

(11.09)

(94.45)

(19.23)

1,502.69

(0.26)

(14.59)

(0.45)

1.65

(94.45)

(19.23)

2,219.42

(11.09)

(94.45)

(19.23)

1,499.78

2,349.73

1,627.48

2,346.77

1,629.64

PERFORMANCE OF YOUR COMPANY CONSOLIDATED FINANCIAL RESULTS

The audited Consolidated Financial Statements of your Company as on 31st March, 2016, which form part of the Annual Report, have been prepared pursuant to Regulation 33 SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 in accordance with provisions of the Companies Act, 2013 and in accordance with relevant Accounting Standard viz. AS-21, AS-23 and AS -27 issued by the Institute of Chartered Accountants of India.

Your Company recorded consolidated total revenue of Rs,.2,311.20 lacs as against Rs,.3,498.59 lacs in the previous year. The consolidated PAT stood at Rs,.846.99 lacs.as against Rs,.378.07 lacs in the previous year.

STANDALONE FINANCIAL RESULTS

On a standalone basis, your Company registered total revenue of Rs,.2,311.20 lacs as compared to Rs,.3,498.57 lacs in the previous year. The PAT is increased to Rs,.847.04 lacs as compared to Rs,.378.52 lacs in the previous year.

DIVIDEND

Pursuant to the approval of the Board of Directors on March 10, 2016, your Company had distributed an Interim Dividend of Rs,.1.25 per share, of face value of Rs,.10/- each, to the shareholders, who were on the Register of Members of the Company as on March 22, 2016 being the record date fixed by the Board of Directors for this purpose.

TRANSFER TO RESERVE

The Company proposes to retain Rs,.719.69 lacs in the Profit & Loss Account (Surplus).

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

In terms of Section 125 of the Companies Act, 2013, any unclaimed or unpaid dividend relating to the financial year 200809 is due for remittance in to the Investor Education and Protection Fund established by the Central Government.

During the year, the Company transferred an amount of Rs,.89,469/- to the Investor Education and Protection Fund of the Central Government being the unpaid and unclaimed dividend amount pertaining to final dividend for the year 2007-08, on November 26, 2015. The Company has uploaded the details of unpaid and unclaimed amounts lying with the Company as on December 4, 2015 on the Ministry of Corporate Affairs'' website.

ANNUAL RETURN

The extracts of Annual Return pursuant to the provisions of Section 92 read along with Rule 12 of the Companies (Management and administration) Rules, 2014 are furnished in “Annexure A” and is attached to this Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mr. Tushar T. Tanna (DIN: 00170535) shall be liable to retire by rotation and being eligible offers himself for re-appointment. BOARD EVALUATION

The Board adopted a formal mechanism for evaluating its performance and as well as that of its Committees and Individual Directors including Independent Directors and including the Chairman of the Board. The exercise was carried out through a structured evaluation process covering various aspects of the Board functioning such as composition of the Board & committees, experience & competencies, performance of specific duties & obligations, contribution at the meetings and otherwise, independent judgment, governance issues etc. In a separate meeting of Independent Directors, performance of Non-Independent Directors, performance of the Board as a whole and performance of the Chairman was also evaluated.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company has 1 (One) Wholly Owned Subsidiary as on March 31, 2016. There is no associate company within the meaning of Section 2(6) of the Companies Act, 2013. There has been no material change in the nature of the business of the subsidiary.

Pursuant to the provisions of Section 129(3) of the Act, a statement containing salient features of the financial statements of the Company''s subsidiary in Form AOC-1 “Annexure B” is attached to the Financial Statements of the Company.

Pursuant to the provision of Section 136 of the Act, the financial statements of the Company, Consolidated Financial Statements along with relevant documents and separate audited accounts in respect of subsidiaries are available on the website of the Company.

During the year the Board of Directors has formulated a policy for determining Material Subsidiaries. The policy is disclosed on the company''s website and is accessible on http://www.goldcrestgroup.com/wpcontent/files/ POLICY_FOR_DETERMINING_MATERIAL_SUBSIDIARIES.pdf

DIRECTOR’S RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statement in terms of Section 134 (5) of the Companies Act, 2013;

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

ii. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year Ended on 31st March, 2016 and the Profit or Loss for the year ended as on that date;

iii. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and preventing and detecting fraud and other irregularities;

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

v. The Directors have laid down internal financial controls to be followed by the company and have ensured that such internal financial controls are adequate and are operating effectively;

vi. The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

MANAGEMENT DISCUSSION AND ANALYSIS

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

CAUTIONARY STATEMENT

Statements made in this report 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 that are beyond the control of the Company. The Company assumes no responsibility to publicly amend, modify or revise any forward-looking statements on the basis of any subsequent developments, information or events.

PUBLIC DEPOSIT

During the year under review, your Company has not accepted any deposits within the meaning of provisions of Chapter V - Acceptance of Deposits by Companies of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules 2014, as amended from time to time.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s. C. J. GOSWAMI & ASSOCIATES, Practicing Company Secretaries (CP No. 33697) to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit Report is annexed herewith as “Annexure C”.

The Auditor''s report and the Secretarial Audit report for the financial year ended March 31, 2016 do not contain any qualifications or reservations.

CORPORATE GOVERNANCE

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

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTFLOW

The information required under Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 with regard to Conservation of Energy & Technology absorption is not required to be given, as the same is not applicable to the Company.

Foreign Exchange Earning

NIL

Foreign Exchange Outflow

''.402,737/-

MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY THAT OCCURRED DURING THE FINANCIAL YEAR TO WHICH THESE FINANCIAL STATEMENTS RELATE AS ON THE DATE OF THIS REPORT

No material changes and commitments affecting the financial position of the Company occurred during the financial year to which these financial statements relate as on the date of this report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS OF THE COMPANY

There are no significant and material orders passed by the Regulators or Courts or Tribunals which would impact the going concern status and the Company''s future operations.

DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions are not applicable.

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

An amount of Rs,.15,00,000/- (Rupees Fifteen Lakhs Only) was given on loan to Rubman Polymers Private Limited, and Rs,.50,00,000/- (Rupees Fifty Lakhs Only) was invested in Government Securities which is in accordance with Section 186 of the Companies Act, 2013. The details of the same are provided in the standalone financial statements in Note No.18 & 11.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

The related party transactions are entered on arm''s length basis, in the ordinary course of business and are in compliance with the applicable provisions of section 188 of the Companies Act, 2013 during the year under review. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Companies Act, 2013 in Form AOC 2 is not applicable.

The Company has formulated a policy on materiality of Related Party Transactions and dealing with Related Party Transactions which has been uploaded on the Company''s website and can be accessed at http://www.goldcrestgroup.com/wp-content/ files/RELATED_PARTY_TRANSACTIONS_POLICY.pdf.

AUDITORS AND AUDITORS REPORT

M/s. Ramesh M. Sheth & Associates - Chartered Accountants (Firm registration No.111883W) and Statutory Auditors of your Company hold office until conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. They have confirmed their eligibility to the effect that their appointment, if made, would be within the prescribed limits under the act and that they are not disqualified for re-appointment, subject to approval of shareholders.

The Audit Committee and the Board of Directors recommend to ratify the appointment of M/s. Ramesh M. Sheth & Associates, Chartered Accountants, as Statutory Auditors of the Company to hold office from the conclusion of this Annual General Meeting till the conclusion of the 34th Annual General Meeting of the Company to be held in the financial year 2017.

The notes to the Financial Statements referred to in the Auditors Report are self-explanatory and do not call for any further comments under Section 134 of the Companies Act, 2013.

NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW

The Company had 5 Board meetings during the financial year under review. The details of the meetings of the board held during the financial year form a part of Corporate Governance Report.

COMPANY’S POLICY RELATING TO DIRECTORS’ APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES

The Company''s Policy relating to appointment of Directors, payment of managerial remuneration, Directors'' qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178(3) of the Companies Act, 2013 is furnished in “Annexure A” and is attached to this report.

INDEPENDENT DIRECTORS MEETING

The Independent Directors met on January 28, 2016, without the attendance of Non-Independent Directors and members of the Management. The Independent Directors reviewed the performance of non-independent directors and the Board as a whole; the performance of the Chairman of the Company, taking into account the views of Executive Directors and Non Executive Directors and assessed the quality, quantity and timeliness of flow of information between the Company''s Management and the Board which is necessary for the Board to effectively and reasonably perform their duties.

DECLARATION BY INDEPENDENT DIRECTORS

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

COMMITTEES OF THE BOARD

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

ESTABLISHMENT OF VIGIL MECHANISM

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

RISK MANAGEMENT

The Board of the Company has formed a Risk Management Committee to frame, implement and monitor the risk management plan for the company. The Committee is responsible for reviewing the risk management plan and ensuring its effectiveness. The Audit Committee has additional oversight in the area of financial risks and controls. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.

The Company manages, monitors and reports on the principal risks and uncertainties that can impact its ability to achieve its strategic objectives. The Company''s management regularly reviews systems, organizational structures, processes, standards, codes of conduct and behaviors that govern how the Company conducts its business and manages associated risks.

PREVENTION OF SEXUAL HARASSMENT IN THE WORKPLACE

The Company has zero tolerance on sexual harassment in the workplace. During the year under review there were no cases filed pursuant to the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013.

REMUNERATION RATIO OF THE DIRECTORS / KEY MANAGERIAL PERSONNEL (KMP) / EMPLOYEES:

The information required pursuant to Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Companies (Particulars of Employees) Rules, 1975, in respect of employees of the Company and Directors is furnished hereunder:

(A) Information pursuant to Section 197 of the Companies Act, 2013 read with Rule 5(1) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

i. The ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year 2015-16 and the percentage increase in remuneration of each Director, Chief Financial Officer, Chief Executive Officer, Company Secretary in the financial year 2015-16:

Name of Director & KMP

Ratio of Remuneration of each Director/to median remuneration of Employees

% increase in remuneration in the financial year

Executive Directors :

Mrs. Anupa Tanna Shah

5.84

Nil

Non-Executive Directors :

Mr. Tushar Tanna

0.58

Nil

Mr. Kishore Vussonji

0.58

Nil

Mr. Shirish Kamdar

0.58

Nil

Key Managerial Personnel :

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

5.84

Nil

Mr. Manish Chheda (CFO)

3.65

0.47

Ms. Marisa Gonsalves (CS)

1.46

0.12

ii. The median remuneration of employees of the Company during the financial year was ''.17,115/-.

iii. The percentage increase in the median remuneration of employees in the financial year: 8.82%

iv. The number of permanent employees on the rolls of Company: 12 as on 31st March, 2016.

v. The explanation on the relationship between average increase in remuneration and Company performance:

The average increase in remuneration is closely linked to and driven by achievement of annual corporate goals and overall business, financial and operational performance of the Company.

vi. Comparison of the remuneration of the key managerial personnel against the performance of the Company:

The total remuneration of key managerial personnel increased by 11.65% in 2015-16 whereas during the year under review, the Company registered a profit after tax of Rs,.847.04 lacs as compared to profit after tax of Rs,. 378.52 lacs in the previous year being an increase of 123.77%

vii. Variations in the market capitalization of the Company and price earnings ratio as on the closing date of the current financial year and previous financial year:

Particulars

31st March, 2016

31st March, 2015

% Change

Market Capitalization (in Crores)

22.02 Crores

20.93 Crores

5.21%

Price Earnings Ratio

2.60

5.53

(52.98%)

viii. Percentage increase over decrease in the market quotations of the shares of the Company in comparison to the rate at which the Company came out with the last public offer:

The Market Price of Company''s share as on 31 March, 2016 was ''.29.15 on BSE Limited.

The Company has not made any public offer in the recent past and accordingly, comparison of public offer price and the current market price of the Company''s shares is not relevant

ix. Average percentile increase made in the salaries of employees other than the managerial personnel in the last financial year i.e. 2015-16 was 9.96% whereas increase in the managerial remuneration for the same financial year was 11.65%.

x. The key parameters for any variable component of remuneration availed by the Directors: Nil

xi. The ratio of the remuneration of the highest paid Director to that of the employees who are not Directors but receive remuneration in excess of the highest paid Director during the year: N.A.

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

It is confirmed that the remuneration is as per the Remuneration Policy of the Company.

(B) The information pursuant to Section 197 of the Companies Act, 2013 read with Rule 5(2) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not applicable, since during the year under review none of the employees of the Company was in receipt of remuneration in excess of the limits specified, whether employed for the whole year or part thereof.

INTERNAL FINANCIAL CONTROL

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

APPRECIATION:

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

T Agent during the year under review and are confident that your Company will continue to receive such support in the years ahead. The Directors also wish to thank all the employees for their contribution, high degree of commitment, support and continued co-operation throughout the year.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

TUSHAR TULSIDAS TANNA

CHAIRMAN DIN:00170535

Place: Mumbai.

Date: May 20, 2016


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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