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Directors Report of Goldstone Infratech Ltd.

Mar 31, 2016

Directors'' Report

To

The Members

Goldstone Infratech Limited

The Directors have pleasure in presenting the 16th Annual Report together with the Audited Statements of Accounts of the company for the financial year ended 31st March 2016.

Financial Results:

The summarized financial results (Standalone) of the Company for the year ended 31 st March, 2016 as compared to the preceding year are as under:

Rs, in Lakhs

Particulars

2015-16

2014-15

Gross Sales

10,142.09

9,951.19

Net Sales

9,295.92

9,215.13

Other Income

170.57

133.68

Total Income

9,466.49

9,348.81

Total Expenditure

7,454.43

7,546.03

Operating Profit (PBIDT)

2,012.06

1,802.78

Interest

574.28

578.30

Depreciation and Write Offs

546.81

564.80

Profit before Tax

890.97

659.68

Provision for taxation

- Current

300.00

200.00

- Deferred

(61.02)

(48.90)

Extra-Ordinary Items

72.36

16.65

Net Profit after tax

579.63

491.93

Surplus brought forward from previous year

845.58

421.55

Less : Depreciation adjustment

0.00

67.90

Balance available for appropriation

1,425.21

845.58

- Proposed Dividend on Equity Shares

-

-

- Provision for Dividend Tax

-

-

- Transfer to General Reserves

-

-

- Others

-

-

Surplus carried forward to Balance Sheet

1,425.21

845.58

Equity Share Capital

(3,60,80,737 Shares of Rs 4/- each)

1,443.23

1,443.23

E.P.S (After Prior Period Items) (?)

1.61

1.36

Net Worth

8,619.90

8,040.27

Book Value in rupees (face Value of Rs. 4/- each)

23.89

22.28

Review of Operations:

During the year under review, your Company has achieved a gross turnover of Rs, 10,142.09 lakhs as against Rs, 9,951.19 lakhs for the previous financial year. The Net Profit for the year ended 31st March, 2016 was Rs, 579.63 Lakhs as against Rs, 491.93 Lakhs for the year ended 31st March 2015.

Dividend:

In order to conserve resources for future requirements and development of export markets the Board has decided to retain the profits generated and consequently your Board has not recommended any dividend for the financial year 2015-16.

Share Capital:

The Paid up capital as on 31st March, 2016 was Rs, 14,43,22,948/- (having 3,60,80,737 Equity Shares @ Rs, 4/- each). During the year under review the company has not issued any shares either to the public or to the promoters. During the year under review, the Company has not issued shares with differential voting rights nor granted stock options nor sweat equity shares. As on March 31, 2016, none of the Directors of the Company hold shares or convertible instruments of the Company except Mr. L.P. Sashi Kumar, Managing Director of the Company.

Finance:

Cash and cash equivalents as at 31 st March, 2016 was Rs, 948.96 Lakhs. The Company continues to focus on judicious management of its working capital, receivables, inventories and other working capital parameters were kept under strict check through continuous monitoring.

Fixed deposits:

The Company has not accepted any fixed deposits from the public and as such, no amount of principal or interest on public deposits was outstanding as on the date of the balance sheet.

Directors :

Mrs. Mahitha Caddell, Director, who retires by rotation at the 16th Annual General Meeting and being eligible, offers herself for reappointment.

As per the recommendations of the Nomination & Remuneration Committee, subject to your approval, the Board of Directors in their meeting held on 26th May, 2016 have reappointed Mr. L.P.Sashikumar as Managing Director of the Company for a period of 3 (Three) years with effect from 01st April, 2016.

Mr. S. Muralikrishna, Independent Director of the Company, tendered his resignation w.e.f.01.07.2016 from the position of Director in the Company.

Mr.M.Gopalakrishna, Mr. B. Appa Rao were appointed as Independent Directors of the Company for a term of 5 (Five) years from 27th September 2014 to 26th September, 2019 hence they are not liable to retire by rotation.

All Independent Directors have given declarations that they meet the criteria of independence as laid down under section 149(6) of the Companies Act, 2013.

Board Evaluation:

Pursuant to the provisions of the Companies Act, 2013 and as per the applicable regulations of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration Committees. The manner in which the evaluation has been carried is explained in the Corporate Governance Report.

Remuneration Policy:

The Board had on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report.

Meetings;

During the year, Seven Board Meetings, Six Audit Committee Meetings and Two Nomination and Remuneration Committee Meetings were convened and held; the details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

Corporate Social Responsibility;

For the year ended 31st March, 2016 the provisions of Section 135 of the Companies Act, 2013 are applicable to the Company as the net profit of the Company for the year 2015-2016 is more than Rs, 5.00 Crores. The details pertaining to the utilization of the Profits towards the CSR Activities, CSR policy and the Corporate Social Responsibility Committee are given in the Corporate Governance Report annexed to this report.

Meeting of Independent Directors;

The details on the separate meeting of Independent Directors is reported in the Corporate Governance Report.

Familiarization Programme for Independent Directors;

The details on the familiarization programme for Independent Directors is reported in the Corporate Governance Report.

Board Diversity;

The Policy on Board diversity of the company devised by the Nomination and Remuneration Committee and approved by the Board is disseminated on the website of the company at www.goldstonepower.com.

Director''s Responsibility Statement;

In terms of Section 134 (5) of the Companies Act, 2013, the directors would like to state that:

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

ii) The directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 and of the profit or loss of the Company for the year under review.

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.

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

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

Consolidated Financial Statements;

During the year, the Board of Directors (''the Board'') reviewed the affairs of the Subsidiary. In accordance with Section 129 (3) of the Companies Act, 2013 and applicable Accounting Standards we have prepared consolidated financial statements of the Company and its subsidiaries which will form part of the Annual Report. Further a statement containing the salient features of the financial statements of our subsidiary in the prescribed format AOC-1 is appended as Annexure to the Board''s Report.

In accordance with Section 136 of the Companies Act, 2013 the Audited financial statements including the consolidated financial statements and related information of the Company and audited accounts of each of its subsidiaries are available on website of the Company www.goldstonepower.com.These documents will also be available for inspection during the business hours at the registered office of the Company.

Subsidiaries and Associates :

As on 31st March, 2016, the Company has one wholly owned subsidiary namely TF Solar Power Private Limited. The Company does not have any other Associates or Joint Ventures. Further, as per the applicable regulations of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Company has framed a policy on Material Subsidiaries as approved by the Board and the same has been uploaded on the Company''s website www.goldstonepower.com

Till date the Subsidiary Company (M/s. TF Solar Power Private Limited) has no business operations.

During the year no further investment was made by the Company in subsidiary.

Statement containing salient features of financial statements of subsidiaries :

Pursuant to sub-section (3) of section 129 of the Act, the statement containing the salient feature of the financial statement of a company''s subsidiary or subsidiaries, associate company or companies and joint venture or ventures is in the prescribed format AOC-1 are appended as Annexure-1 to the Board''s report.

Report on the performance of Subsidiaries, Joint Ventures and Associates:

Till date the Subsidiary Company (M/s. TF Solar Power Private Limited) has no business operations and the Company does not have any Associates as well as Joint Ventures.

Internal control systems and their adequacy:

The Company has an Internal Audit and Internal Control System commensurate with the size, scale and complexity of its operations. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board.

The Internal Auditor monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and recommendations along with corrective actions thereon are presented to the Audit Committee of the Board.

Insurance:

All the properties of your Company including its building, plant & machinery and stocks have been adequately insured.

Statutory Auditors:

M/s. P Murali & Company (FRN: 007257S), Chartered Accountants, Hyderabad, Statutory Auditors of the Company hold office in accordance with the provisions of the Companies Act, 2013 up to the conclusion of forth-coming Annual General Meeting and are eligible for re-appointment. Pursuant to the provisions of the Section 139 (2) of the Companies Act, 2013 and based on recommendations of the Audit Committee they being eligible, offer themselves for reappointment. They have furnished a certificate stating that their re-appointment, if made, will be within the limits laid down under Section 141 (3) (g) of the Companies Act, 2013 read with Companies (Audit and Auditors) Rules 2014.

The Audit Committee of your Company meets periodically with Statutory Auditors and Internal Auditors to review the performance of the Internal Audit, to discuss the nature and scope of statutory auditors functions, and to discuss auditing, internal control and financial reporting issues. To ensure complete independence, the statutory auditor and the internal auditor have full access to the Members of the Audit Committee to discuss any matter of substance.

Cost Auditors:

As per the Companies (Cost Records and Audit) Rules, 2014 read with Companies (Cost Records and Audit) Amendment Rules, 2014 our company comes under the ambit of the industry which is subject to maintenance of Cost Records and Cost Audit. However, since the Company''s turnover for the FY 2015-16 was below the threshold limits, therefore appointment of Cost Auditor and conducting of cost audit on cost records is not applicable to the Company for the Financial Year 2016 17.

Particulars of Loans, Guarantees or Investments;

During the year under review the Company has not given any Loans, Guarantees or any Investments.

Related Party Transactions;

There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

The policy on Related Party Transactions as approved by the Board is uploaded on the Company''s website www.goldstonepower.com. None of the Directors have any pecuniary relationships or transactions vis-a-vis the Company.

The details of contracts or arrangements with related parties made by the company during the year 2015-16 is enclosed in form AOC-2 as Annexure-2 to the Board''s Report.

Secretarial audit:

Pursuant to provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the company has appointed M/s. Prathap Satla & Associates, a firm of Company Secretaries in practice to undertake the Secretarial Audit of the Company. The Secretarial Audit report is annexed herewith as Annexure 3 to the Board''s Report.

Risk Management Policy:

In terms of the requirement Section 134 (3) (n) and Regulation 21 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with relevant provisions of the Companies Act, 2013, the Company has developed and implemented the Risk Management Policy and constituted the Risk Management Committee and the Committee reviews the same periodically. The details of the Policy are reported in the Report on Corporate Governance which forms part of the Board''s Report.

The details of the committee and its terms of reference are set out in the corporate Governance Report forming part of the Board''s report.

At present the company has not identified any element of risk which may threaten the existence of the company.

Code of conduct:

The Board of Directors have approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the company. The Company believes in "Zero Tolerance" against bribery, corruption and unethical dealings / behavior of any form and the Board has laid down the directives to counter such acts. The Code laid down by the Board is known as "Code of Business Conduct" which forms an Appendix to the Code. The Code has been posted on the Company''s website www.goldstonepower.com.

The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders. The Code gives guidance through examples on the expected behavior from an employee in a given situation and the reporting structure. In addition to the above and pursuant to the applicable regulations of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with Schedule IV of the Companies Act, 2013 duties of the Independent Directors and code of Independent Directors have been placed on the website of the Company www.goldstonepower.com

All the Board Members and the Senior Management personnel have confirmed compliance with the Code. All Management Staff were given appropriate training in this regard.

Declaration given by Managing Director of the Company regarding compliance of Code of Conduct is enclosed as Annexure to the Corporate Governance Report.

Prevention of Insider Trading:

In pursuance of SEBI (Prohibition of Insider

Trading) Regulations, 2015, the Company has framed and adopted the following policies for regulating, monitoring and reporting of trading by Insiders and uploaded in website of the Company.

i) Code of Internal Procedures and Conduct for Regulating, Monitoring and Reporting of Trading by Insiders;

ii) Code of Practices & Procedures for Fair Disclosure of Unpublished Price Sensitive Information;

The Board is responsible for implementation of the Code. All Board of Directors and the designated employees have confirmed compliance with the Code.

Policies under SEBI (LODR) Regulations, 2015;

The Board adopted the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 which came into force on 2nd December, 2015 in the Board Meeting held on14.11.2015 which replaced the erstwhile Listing Agreement.

Further, pursuant to the said regulations, the Company adopted the following policies

1. Archival Policy

2. Determination of Materiality of Events

3. Preservation of Documents Policy

All the above policies are hosted on the website of the Company www.goldstonepower.com

Vigil Mechanism / Whistle Blower Policy:

As per the provisions of the Section 177 (9) & (10) of the Companies Act 2013, read with Clause 49 of the erstwhile Listing Agreement the Board adopted a Vigil Mechanism called ''Whistle Blower Policy'' for directors and employees to report the Management /Audit Committee instances of unethical behavior, actual or suspected, fraud or violation of company''s code of conduct or ethics policy.

The Vigil Mechanism also provides adequate safeguards against victimization of employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit committee in exceptional cases further the Whistle Blower Policy has also been uploaded on the Company''s website; www.goldstonepower.com

Extract of Annual Return:

The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as Annexure 4 to the Board''s Report.

Stock Exchange Listing:

Presently, the Equity Shares of the Company are listed on National Stock Exchange of India Limited (NSE) and the Bombay Stock Exchange Limited (BSE). The Company confirms that it has paid Annual Listing Fees due to all the Stock Exchanges where the Company''s securities are listed for the year 2016-17.

Corporate Governance and Management Discussion & Analysis Reports :

As per the Regulation 34(3) read with Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Corporate Governance and Management Discussion & Analysis Report, which form an integral part of this Report, are set out as separate Annexure, together with the Certificate from the auditors of the Company regarding compliance with the requirements of Corporate Governance.

Managing Director and CFO Certification:

As required under the SEBI Guidelines, the Managing Director and the CFO Certification is attached to Corporate Governance Report.

Material changes and commitments affecting the financial position of the

company which have occurred between the end of the financial year i.e.31.3.2016, to which financial statements relate and the date of the Boards Report: NIL OTHERS;

During the year under review, the Company had entered into a Business Transfer Agreement for sale and transfer of Insulator Division on 11th July, 2015 with M/s.MacLean Power (India) Private Limited, which has lapsed according to the terms of the Agreement.

The Board of Directors of the Company, accorded its consent for entering into the business of Electric Buses and approved the agreement with one of the largest manufacturers of Electric Buses from China for introducing pure Electric Buses in certain markets of India.

Particulars of Conservation of energy / technology absorption, foreign exchange earnings and outgoings:

Information required to be furnished as per Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished below:

1. CONSERVATION OF ENERGY :

a. Energy Conservation Measures taken or under implementation

During the period the company had:

1) Ensured proper and timely maintenance of plant & equipment.

2) Improved processes to reduce cycle time.

b. Additional investment and proposals if any, being implemented for reduction of consumption of energy

Additional/new measures will be initiated for further reduction in energy consumption based on technical evaluation and study of the measures already implemented.

c. Impact of measures at (a) and (b) for reduction of energy consumption and consequent impact on the cost of production of goods

The measures taken during the year has ensured optimum use of energy and increased efficiency and ensured lower use of energy per insulator.

d. Consumption of Energy Particulars.

Electricity

2015-16

2014-15

A. Purchased

Units - KWH

25,58,487

29,46,042

Total Amount - In ''

2,01,34,463

2,18,07,148

Rate/Unit - In ''

7.87

7.40

B. Own Generation through Diesel Generator

Units - KWH

76,402

2,00,115

Total Amount - In ''

14,87,496

37,97,546

Rate/Unit - In ''

19.47

18.98

2. TECHNOLOGY ABSORPTION:

Research and Development:

a. Specific Areas in which R & D carried out by the company:

The Company has been continuing its Research and Development activities to optimize the productivity and performance. The designs of Insulators have been optimized for improvement in quality, standardization and value engineering.

b. Benefits derived as results of the above R & D:

The company has reduced cost and wastages in production of the insulators.

c. Future Plan of Action:

The company plans to improve the existing process and continue with value engineering.

3. FOREIGN EXCHANGE EARNINGS AND OUT GO:

(Rs, In lakhs)

Particulars

2015-16

2014-15

a)

Value of Imports on CIF Basis

^ Raw Materials

2,077.06

1,729.33

^ Capital Goods

31.63

69.65

b)

Expenditure in Foreign Currency

^ Travelling Expenses

4.16

1.23

^ Others

1.71

32.50

c)

Earnings in Foreign Currency (on receipt basis)

^ Export of Goods (FOB Basis)

15.39

47.34

^ Deemed Exports

2,402.78

640.33

Details of significant and material orders passed by the regulators, courts, tribunals impacting the going concern status and company''s operations in future;

There are no orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

Particulars of employees:

The information required pursuant to Section 197 read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 read with notification dated 30th June, 2016 in respect of employees of the Company, is enclosed as Annexure 5 to the Board''s report.

Personnel:

Personnel relations have remained very cordial during the period.

Acknowledgements:

Your Directors convey their sincere thanks to State Bank of Hyderabad and Syndicate Bank for their support, guidance and assistance.

Your Company and its Directors wish to extend their sincere thanks to the Members of the Company, Bankers, State Government, Local Bodies, Customers, Suppliers, Executives, Staff and workers at all levels for their continuous cooperation and assistance.

For and on behalf of the Board Sd/- Sd/-

L P Sashikumar B. Apparao

Managing Director Director

DIN:00016679 DIN:00004309

Place: Secunderabad

Date: 11.08.2016


Mar 31, 2014

The Members Goldstone Infratech Limited

The Directors have pleasure in presenting the 14th Annual Report together with the Audited Statements of Accounts of the Company for the financial year ended 31st March 2014.

Financial Results :

The summarized financial results (Standalone) of the Company for the year ended 31st March, 2014 as compared to the preceding year are as under:

Rs in Lakhs'' Particulars 2013-14 2012-13

Gross Sales 8738.96 7628.98

Net Sales 8032.47 7006.99

Other Income 69.77 123.09

Total Income 8102.24 7130.08

Total Expenditure 6933.33 5947.70

Operating Profit (PBIDT) 1168.91 1182.38

Interest 578.68 638.10

Depreciation and Write Offs 239.78 239.67

Profit before Tax 350.45 304.61

Provision for taxation

- Current 25.00 35.00

- Deferred 69.52 66.87

Profit after Tax 255.93 202.74

Extra-Ordinary Items

- Taxes pertains to previous year - -

- Prior period adjustments 44.10 (2.14)

Net Profit 211.83 200.60

Surplus brought forward from previous year 209.72 117.60

Balance available for appropriation 421.55 318.20

Appropriations:

-Proposed Dividend on Equity Shares - -

-Provision for Dividend Tax - -

-Transfer to General Reserves - -

-Others - 108.47

Surplus carried forward to Balance Sheet 421.55 209.72

Equity Share Capital(3,60,80,737 1443.23 1443.23 Shares of Rs 4/- each)

E.PS (After Prior Period Items) (Rupees) 0.59 0.56

Net Worth 7616.24 7404.41

Book Value in rupees (face Value of Rs. 4/- each) 21.11 20.52

Review of Operations:

During the year under review, your Company has achieved a gross turnover of Rs. 8738.96 lakhs as against Rs. 7628.98 Lakhs for the previous financial year. The Net Profit has increased from Rs. 200.60 Lakhs for the year ended 3151 March 2013 to Rs. 211.83 Lakhs during the Current Year. Though the turnover increased by 14.55% the increase in net profit was around 5.60% and the main reasons for this were appreciation of US Dollar vis-a-vis Indian Rupee and increase in the manufacturing costs.

During the year under review, the Company has successfully developed Insulators for market in African countries which has increased business opportunities in export market. Company has also got approval for its 765KV insulators for Transmission Lines and obtained orders from PGCIL.

Dividend:

In order to conserve resources for future requirements and development of export market the Board has decided to retain the profits generated and consequently, your Board has not recommend any dividend for the financial year 2013-14.

Consolidated Financial Statements:

In accordance with the Accounting Standard AS- 21 on Consolidated Financial Statements, the audited Consolidated Financial Statements are provided in the Annual Report.

Subsidiary Company:

TF Solar Power Private Limited is the wholly owned subsidiary of the Company. In accordance with the general circular issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Profit and Loss Account and other documents of the subsidiary company are not being attached with the Balance Sheet of the Company. The Company will make available the

Annual Accounts of the subsidiary company and the related detailed information to any member of the Company who may be interested in obtaining the same. The annual accounts of the subsidiary company will also be kept open for inspection at the registered office of the Company. The Consolidated Financial Statements presented by the Company include the financial results of its subsidiary company.

Fixed deposits:

The Company has not accepted any fixed deposits from the public, and as such, no amount of principal or interest on public deposits was outstanding as on the date of the balance sheet.

Insurance:

All the properties of your Company including its building, plant & machinery and stocks have been adequately insured.

Management Discussion and Analysis:

Management Discussion and Analysis for the year under review as required under Clause 49 of the Listing Agreement entered with Stock Exchanges is given as a separate statement in the Annual Report.

Statutory Auditors:

M/s. P. Murali & Company (FRN: 007257S), Chartered Accountants, Hyderabad, Statutory Auditors of the Company holds office in accordance with the provisions of the Companies Act, 1956 up to the conclusion of forth-coming Annual General Meeting and are eligible for re-appointment. Pursuant to the provisions of the Section 139 (2) of the Companies Act, 2013 and based on recommendations of the Audit Committee they being eligible, offer themselves for re-appointment. They have furnished a certificate stating that their re-appointment, if made, will be within the limits laid down under Section 141 (3) (g) of the Companies Act, 2013 read with Companies (Audit and Auditors) Rules 2014.

The Audit Committee of your Company meets periodically with Statutory Auditors and Internal Auditors to review the performance of the Internal Audit, to discuss the nature and scope of statutory auditors functions, and to discuss auditing, internal control and financial reporting issues. To ensure complete independence, the statutory auditor and the internal auditor have full access to the Members of the Audit Committee to discuss any matter of substance.

Cost Auditors:

The Board of Directors at their meeting held on 27th May, 2013 had appointed Sagar & Associates, Cost Accountants, as the Cost Auditor of the Company for the FY 2013-14. The Cost Auditors have submitted their Cost Audit Report and the Board has approved the said Report in the Board Meeting held on 04th August, 2014 and the due date for filing of this Cost Audit Report with the Central Government is 30th September 2014. As per the Companies (cost records and audit) Rules, 2014 which were notified on 30.06.2014, our company would not come under the ambit of the industry which is subject to maintenance of Cost Records and Cost Audit.

Directors:

Mrs. Mahitha Caddell, and Mr.S.Murali Krishna, Directors, who retires by rotation at the 14th Annual General Meeting and being eligible, offer themselves for re-appointment.

In terms of Sections 149, 152, Schedule IV and other applicable provisions, if any, of the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules, 2014, the Independent Directors can hold office for a term of up to five (5) consecutive years on the Board of Directors of your Company and are not liable to retire by rotation and the tenure of the Independent Directors on the date of commencement of the Companies Act, 2013 (i.e., 01.04.2014) shall not be counted as term

for aforesaid period of 5 years. Accordingly, it is proposed to appoint Mr.S.Murali Krishna, Mr. M.Gopala Krishna and Mr. B.Appa Rao as Independent Directors of your Company from 27th September, 2014 up to 26th September, 2019.

Appropriate resolutions for the appointment of Directors are being placed before you for your approval at the ensuing Annual General Meeting. Your Directors recommend their reappointment as Directors of your Company.

Stock Exchange Listing:

Presently, the Equity Shares of the Company are listed on National Stock Exchange of India (NSE) and the Bombay Stock Exchange Limited (BSE). The Company confirms that it has paid Annual Listing Fees due to all the Stock Exchanges where the Company''s securities are listed for the year 2014-15.

Director''s Responsibility Statement :

In accordance with the Section 217(2AA) of the Companies (Amendment) Act, 2000, the Directors of the Company, in respect of the financial year ended 31st March, 2014, confirm that:

(a) in preparation of the Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

(b) They 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 and of the Profit of the Company for that year;

(c) They have taken proper care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, and the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregular -ities.

(d) They have prepared the Annual Accounts on a going concern basis.

Corporate Governance:

A report on Corporate Governance including Auditor Certificate thereon as per Clause 49 of the Listing Agreement is attached to this Report.

Managing Director and Finance Head Certification:

As required under the SEBI Guidelines, the Managing Director and the Finance Head Certification is attached to this Report.

Particulars of Conservation of energy / technology absorption, foreign exchange earnings and outgoings:

Information required to be furnished as per the Companies (Disclosure of particulars in the Directors Report) Rules 1998 is furnished below:

1. CONSERVATION OF ENERGY

a. Energy Conservation Measures taken or under implementation

During the period the company had:

1) Implemented the energy audit system as a part of waste and power control measures.

2) Introduced new material / processes to reduce power consumption.

3) Ensured proper and timely maintenance of plant & equipment.

b. Additional investment and proposals if any, being implemented for reduction of consumption of energy

Additional/new measures will be initiated for further reduction in energy consumption based on technical evaluation and study of the measures already implemented.

c. Impact of measures at (a) and (b) for reduction of energy consumption and consequent impact on the cost of production of goods

The measures taken during the year has ensured optimum use of energy and increased efficiency and ensured lower use of energy per insulator.

2. TECHNOLOGY ABSORPTION:

Research and Development:

a. Specific Areas in which R & D carried out by the company:

The Company has been continuing its Research and Development process to optimize the productivity and performance. The designs of Insulators have been

optimized for improvement in quality, standardization and value engineering. The continuous research has helped in introducing new material for higher performance and conservation of energy.

b. Benefits derived as results of the above R & D:

Successfully produced and supplied 765 KV insulators for transmission lines.

Optimized designs to be competitive in the market with world class quality products.

Reduction in wastages and power costs.

Dependency on imports reduced.

c. Future Plan of Action:

New products have been identified for export market after a thorough study of the market

The designs for manufacturing the related products would be developed in the In- house R & D centre.

Focus to improve the existing process technology and development of new base input material.

Particulars of Employees:

None of the Employees are drawing remuneration prescribed in Section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975 as amended by the Companies (Amendment) Act, 1988. Personnel:

Personnel relations have remained very cordial during the period.

Acknowledgements:

Your Directors convey their sincere thanks to State Bank of Hyderabad for their support, guidance and assistance.

Your Directors thank all the Employees of your company for their dedicated service. Your Directors thank the shareholders for their support and confidence reposed in the company and the management and look forward to their continued co-operation and support.



For and on behalf of the Board

Sd/- Sd/-

L P Sashikumar B. Appa Rao

Managing Director Director

Place: Secunderabad Date : 04-08-2014


Mar 31, 2013

To The Members of Goldstone Infratech Limited

The Directors have pleasure in presenting the 13th Annual Report together with the Audited Statements of Accounts of the company for the financial year ended 31st March 2013.

Financial Results:

The summarized financial results (Standalone) of the Company for the year ended 31st March, 2013 as compared to the preceding year are as under:

Rs.in Lakhs Particulars 2012-13 2011-12

Gross Sales 7628.98 6405.22 Net Sales 7006.99 5978.48

Other Income 235.97 119.75

Total Income 7242.96 6098.23

Total Expenditure 6060.58 5085.44

Operating Profit (PBIDT) 1182.38 1012.79

Interest 638.10 490.34

Depreciation and Write Offs 239.67 289.36

Profit before Tax 304.61 233.08

Provision for taxation

– Current 35.00 50.00

– Deferred 66.87 (1.88)

Profit after Tax 202.74 184.96

Extra-Ordinary Items

- Prior period adjustments (2.14) 5.55

Net Profit 200.60 190.51

Surplus brought forward from previous year 117.60 2751.71

Balance available for appropriation Appropriations: 318.20 2942.22

· Proposed Dividend on Equity Shares 72.16

· Provision for Dividend Tax 11.71

· Transfer to General Reserves 19.05

· Others 108.47 2721.70

Surplus carried forward to Balance Sheet 209.72 117.60

Equity Share Capital (3,60,80,737 Shares of Rs 4/-each) 1443.23 1443.23

E.P.S (After Prior Period Items) (Rupees) 0.56 0.53

Net Worth 7404.41 7312.29

Book Value in rupees (face Value of Rs. 4/- each) 20.52 20.27

Review of Operations:

During the year under review, your Company achieved a gross turnover of Rs. 7628.98 lakhs as against Rs. 6405.22 Lakhs during the previous financial year. The Net Profit increased from Rs. 190.51 Lakhs during the year ended 31st March 2012 to Rs. 200.60 Lakhs for the Current Year. Though the turnover increased by 19% the increase in net profit was only by 5% and the main reasons for this were appreciation of US Dollar vis-à-vis Indian Rupee and increase in Manufacturing and Power costs.

During the year under review, the Company had successfully developed and type tested the Cross Arm Insulators for FSC platforms as Import Substitution for the first time in India and further the company had also developed Horizontal Line Post Insulators and became the first company in the country to develop this and got approval of power utilities. Further the Company had successfully produced 765KV Insulators for Transmission Lines.

Dividend:

In order to conserve resources for future requirements, the Board has decided to retain the profits generated and consequently, your Board did not recommend any dividend for the financial year 2012-13.

Consolidated Financial Statements:

In accordance with the Accounting Standard AS-21 on Consolidated Financial Statements, the audited Consolidated Financial Statements are provided in the Annual Report.

Subsidiary Company:

TF Solar Power Private Limited is the wholly owned subsidiary of the Company. In accordance with the general circular issued by the Ministry of Corporate

Affairs, Government of India, the Balance Sheet, Profit and Loss Account and other documents of the subsidiary company are not being attached with the Balance Sheet of the Company. The Company will make available the Annual Accounts of the subsidiary company and the related detailed information to any member of the Company who may be interested in obtaining the same. The annual accounts of the subsidiary company will also be kept open for inspection at the Registered Office of the Company. The Consolidated Financial Statements presented by the Company include the financial results of its subsidiary company.

Fixed deposits:

The Company has not accepted any Fixed Deposits, falling within the purview of Section 58A of the Companies Act, 1956.

Insurance:

All the properties of your Company including its building, plant & machinery and stocks have been adequately insured.

Management Discussion and Analysis:

Management Discussion and Analysis for the year under review as required under Clause 49 of the Listing Agreement entered with Stock Exchanges is given as a separate statement in the Annual Report.

Statutory Auditors:

M/s. P. Murali & Company (FRN: 007257S), Chartered Accountants, Hyderabad, Statutory Auditors of the Company holds office in accordance with the provisions of the Companies Act, 1956 upto the conclusion of forth-coming Annual General Meeting and are eligible for re- appointment. They being eligible, offer themselves for re-appointment. They have furnished a certificate stating that their re-appointment, if made, will be within the limits laid down under Section 224(1B) of the Companies Act, 1956.

Cost Auditors:

The Board of Directors at their meeting held on 28th May, 2012 had appointed Sagar & Associates, Cost Accountants, as the Cost Auditor of the Company for the FY 2012-13. The Cost Auditors have submitted their Cost Audit Report and the Board has approved the said Report in the Board Meeting held on 12th August, 2013 and the due date for filing of this Cost Audit Report with the Central Government is 30th September 2013. For the financial year 2013-14, the Board at its meeting held on 27th May, 2013 had appointed Sagar & Associates, Cost Accountants, as the Cost Auditor of the Company.

Directors:

Mr. M.Gopalakrishna, Director, who retires by rotation at the 13th Annual General Meeting and being eligible, offer himself for re-appointment.

The Board of Directors in their Board Meeting held on 13th February 2013 have re-appointed subject to your approval, Mr.L.P.Sashikumar as Managing Director of the Company for three years with effect from 01st April 2013.

During the year under report, Mr. S.Murali Krishna has resigned from the Board on 01st April, 2013 and further he re- appointed as additional director with effect from 12th August 2013 and through the Notice of the 13th Annual General Meeting, the Management is seeking the approval of the Members for his appointment as Director of the Company liable to retire by rotation.

Stock Exchange Listing:

Presently, the Equity Shares of the Company are listed on National Stock Exchange of India (NSE) and the Bombay Stock Exchange Limited (BSE). The Company confirms that it has paid Annual Listing Fees due to all the Stock Exchanges where the Company''s securities are listed for the year 2013- 14.

Director''s Responsibility Statement:

In accordance with the Section 217(2AA) of the Companies Act, 1956, the Directors of the Company, in respect of the financial year ended 31st March, 2013, confirm that:

(a) in preparation of the Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

(b) They 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 and of the Profit of the Company for that year;

(c) They have taken proper care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(d) They have prepared the Annual Accounts on a going concern basis.

Corporate Governance:

A report on Corporate Governance including Auditor Certificate thereon as per Clause 49 of the Listing Agreement is attached to this Report.

Managing Director and Chief Financial Officer Certification:

As required under the SEBI Guidelines, the Managing Director and the Head of the Finance Function Certification is attached to this Report.

Particulars of Conservation of energy / technology absorption, foreign exchange earnings and outgoings:

Information required to be furnished as per the Companies (Disclosure of particulars in the Directors Report) Rules 1998 is furnished below:

1. CONSERVATION OF ENERGY

a. Energy Conservation Measures taken or under implementation

During the period the company had:

1) Improved the production process to reduce the cycle time;

2) Re-designed the product mix to reduce load on machines;

3) Re-designed the existing Chiller water lines to save the power consumption;

4) Reconditioned the existing Moulding Machines to save power consumption;

5) Reorganized the loads to run the entire plant on any one of the DG sets as per its connected load to save the diesel and power costs;

6) Ensured proper and timely maintenance of plant & equipment.

b. Additional investment and proposals if any, being implemented for reduction of consumption of energy

Additional/new measures will be initiated for further reduction in energy consumption based on technical evaluation and study of the measures already implemented.

c. Impact of measures at (a) and (b) for reduction of energy consumption and consequent impact on the cost of production of goods

The measures taken during the year has ensured optimum use of energy and increased efficiency and ensured lower use of energy per insulator.

2. TECHNOLOGY ABSORPTION: Research and Development:

a. Specific Areas in which R & D carried out by the company:

The Company has been continuing its Research and Development process to optimize the productivity and performance. New simulation software has been procured to optimize and redesign the mechanical parts. The designs of Insulators have been optimized for improvement in quality, standardization and Value engineer. c

b. Benefits derived as results of the above R & D:

- Optimized designs to be competitive in the market with world class quality products

- Developed Cross arm insulators for FSC platforms for the first time in India as Import substitution and type testing also completed.

- Developed Horizontal Line insulators for the first time in India.

- Successfully produced 765 KV insulators for Transmission Lines.

- Reduction in wastages.

- Dependency on imports reduced.

- Achieved better quality control. c. Future Plan of Action:

- New products have been identified for export market after a thorough study of the market.

- The designs for manufacturing the related products would be developed in the In-house R & D centre.

- Focus to improve the existing process technology.

Goldstone Infratach Limited

Particulars of Employees:

None of the Employees are drawing remuneration in excess of the limits prescribed in Section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975 as amended by the Companies (Amendment) Act, 1988.

Personnel:

Personnel relations have remained very cordial during the period.

Acknowledgements:

Your Directors convey their sincere thanks to State Bank of Hyderabad, Syndicate Bank, and Technology Development Board for their support, guidance and assistance.

Your Directors thank all the Employees of your company for their dedicated service. Your Directors thank the shareholders for their support and confidence reposed in the company and the management and look forward to their continued co-operation and support.

For and on behalf of the Board

Sd/- Sd/-

L P Sashikumar B. Appa Rao

Managing Director Director

Place: Secunderabad

Date: 12th August, 2013


Mar 31, 2011

The Members

Goldstone Infratech Limited

The Directors have pleasure in presenting the 11th Annual Report together with the Audited Statements of Accounts of the company for the financial year ended 31st March 2011.

Financial Results

The summarized financial results (Standalone) of the Company for the year ended 31st March, 2011 as compared to the preceding year are as under:

Rs. in Lakhs

Particulars 2010-11 2009-10

Gross Sales 7295.39 7035.09

Net Sales 6804.08 6560.70

Other Income 122.61 205.67

Total Income 6926.69 6766.37

Total Expenditure 5788.08 5304.03

Operating Profit (PBIDT) 1138.61 1462.35

Interest 372.26 263.82

Depreciation and Write Offs 289.82 288.99

Profit Before Tax 476.52 909.53

Provision for taxation -

- Current 100.00 200.00

- Deferred 51.94 40.68

Profit after Tax 324.58 668.85

Extra-Ordinary Items

- Taxes pertains to previous year (0.02) (2.15)

- Prior period adjustments (1.10) 6.53

Net Profit 323.47 673.23

Surplus brought forward from previous year 2544.46 2022.69

Balance available for appropriation 2867.92 2695.93

Appropriations:

- Proposed Dividend on Equity Shares 72.16 72.16

- Provision for Dividend Tax 11.71 11.99

- Transfer to General Reserves 32.35 67.32

Surplus carried forward to Balance Sheet 2751.71 2544.46

Equity Share Capital (3,60,80,737 Shares of Rs. 4/- each) 1443.23 1443.23

E.P.S (After Prior Period Items) (Rupees) 0.90 1.87

Net Worth 9914.40 9667.83

Book Value in rupees (face Value of Rs. 4/- each) 27.48 26.79

Review of Operations

During the year under review, your Company has achieved a gross turnover of Rs. 7295.39 Lakhs as compared to Rs. 7035.09 Lakhs during the previous financial year. Inspite of slight increase in the turnover, the Net Profit has come down to Rs. 323.47 lakhs from Rs. 673.23 lakhs. This was mainly due to the reduction in selling prices of the products, increased competition and higher interest costs.

To achieve forward integration and to reduce the dependency on outside suppliers for End Fittings, which is crucial for manufacture of Insulators, the Company has set up a foundry in its manufacturing unit no. 2 at Plot No. 8, IDA, Gaddapotharam Village, Jinnaram Mandal, Medak District. The Management is working to bring this foundry into operation by April, 2012. When the foundry becomes fully operational, the company would be having all the facilities (end to end) under one roof and any excess production from this foundry could also be sold, which will give a contribution to the bottom line.

Surge Arrestors

As informed to the Members in the previous annual report, the Company sold a small quantity of this product during the year under review. The Company is expecting to increase the volume of this product during the years to come.

Solid Core Insulators

Substation Equipments like Solid Core and Hollow Core insulators are presently being manufactured by the other players in the market with Porcelain material which has certain disadvantages like causing heavy losses to the transmission sector, low level of resistance to bad weather conditions, frequent maintenance, etc.

With a view to expand the operations in this area and to offer high quality product, the Management is proposing to manufacture Solid Core Insulators. The company has already completed feasibility study and the in-house R&D is working on this Project with an aim to commence the commercial production of Solid core Insulators during the current financial year. Keeping in view the existing market for this product and the advantages that the product is having, the Management is confident that once the commercial production commences, it will further improve the financial performance of the Company in the years to come. After successful commencement of commercial production of this product, the Company is planning to go for the production of hollow core insulators, which may take one more year.

High Voltage Insulators

Your Management is happy to inform that with the objective to manufacture high voltage insulators (which are more profitable), the Company had entered into a Technical Collaboration Agreement with a reputed foreign company (Technology Provider). This collaboration consists of transfer of technological details for the manufacture of Silicon Rubber Polymer Insulators from and above 400KV to 1100 KV of AC and DC of all combinations of mechanical-strengths as may be required by your Company. The Technology Provider will offer activation or installation support, including assisting with the implementation of any Licensor software, diagrams or technological upgradation, wherever applicable. Once the remaining formalities are over, your Management is of the opinion that the Company would be in a position to commence commercial production of high voltage insulators and thereby increase the profitability of the company.

Dividend

Keeping in view the funds requirement for reduction of interest costs, expansion and diversifications plans of the Company, your Directors have recommended a dividend of Rs. 0.20 (i.e. 5%) per equity share of Rs. 4/- each for the year ended 31st March 2011. The payment of dividend, if approved by the Shareholders at the ensuing Annual General Meeting, will entail an outflow of Rs. 83,86,786 inclusive of Corporate Dividend Tax.

Transfer to Reserves

The Board has transferred a sum of Rs. 32,34,675/- lacs to the General Reserve from the undistributed profits.

Consolidated Financial Statements:

In accordance with the Accounting Standard AS-21 on Consolidated Financial Statements, the audited Consolidated Financial Statements are provided in the Annual Report.

Subsidiary Company:

TF SolarPower Private Limited is the wholly owned subsidiary of the Company. In accordance with the general circular issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Profit and Loss Account and other documents of the subsidiary company are not being attached with the Balance Sheet of the Company. The Company will make available the Annual Accounts of the subsidiary company and the related detailed information to any member of the Company who may be interested in obtaining the same. The annual accounts of the subsidiary company will also be kept open for inspection at the Registered Office of the Company. The Consolidated Financial Statements presented by the Company include the financial results of its subsidiary company.

Fixed deposits

The Company has not accepted any Fixed Deposits, falling within the purview of Section 58A of the Companies Act, 1956.

Insurance

All the properties of your Company including its building, plant & machinery and stocks have been adequately insured.

Management Discussion and Analysis

Management Discussion and Analysis for the year under review as required under Clause 49 of the Listing Agreement entered with Stock Exchanges is given as a separate statement in the Annual Report.

Auditors

M/s. P. Murali & Company (FRN: 007257S), Chartered Accountants, Hyderabad, Statutory Auditors of the Company holds office in accordance with the provisions of the Companies Act, 1956 upto the conclusion of this Annual General Meeting and are eligible for reappointment. They being eligible, offer themselves for re-appointment. They have furnished a certificate stating that their reappointment, if made, will be within the limits laid down under Section 224(1B) of the Companies Act, 1956.

Directors

Mr. S Murali Krishna and Mr. M Gopalakrishna retire by rotation and being eligible offer themselves for re-appointment.

The Board of Directors in their Meeting held on 13th May 2011 has appointed Mr. S.D. Rama Krishna as Additional Director w.e.f 13.05.2011

Stock Exchange Listing

Presently, the Equity Shares of the Company are listed on National Stock Exchange of India (NSE), Bombay Stock Exchange Limited (BSE) and Madras Stock Exchange (MSE). As informed to the members in the previous Annual Report, the de-listing approval from Madras Stock Exchange is still awaited. The Company confirms that it has paid Annual Listing Fees due to all the Stock Exchanges where the Company's securities are listed for the year 2011-12, except to the Madras Stock Exchange.

Director's Responsibility Statement

In accordance with the Section 217(2AA) of the Companies Act, 1956, the Directors of the Company, in respect of the financial year ended 31st March, 2011, confirm that:

(a) in preparation of the Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

(b) They 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 and of the Profit of the Company for that year;

(c) They have taken proper care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(d) They have prepared the Annual Accounts on a going concern basis.

Corporate Governance

A report on Corporate Governance including Auditor Certificate thereon as per Clause 49 of the Listing Agreement is attached to this Report.

Managing Director and Chief Financial Officer Certification

As required under the SEBI Guidelines, the Managing Director and the Head of the Finance Function Certification is attached to this Report.

Balance Sheet Abstract and Company's General Business Profile

Information pursuant to notification issued by the Ministry of Corporate Affairs relating to the Balance Sheet Abstract and Company's General Business Profile is given in the Annual Report for information of the Shareholders.

Particulars of Conservation of energy/ technology absorption, foreign exchange earnings and outgoings:

Information required to be furnished as per the Companies (Disclosure of particulars in the Directors Report) Rules 1998 is furnished below:

1. CONSERVATION OF ENERGY

a. Energy Conservation Measures taken or under implementation

During the period the company had 1) Installed Energy Meters to each and every machine to analyze power consumption on daily basis; 2) Installed new software in Desma 400 ton machines to save power consumption at the time of mould curing period. Arranged Hydraulic Motor OFF option at the time of curing time; 3) Installed star Delta starters in the place of normal D.O.L starters to reduce power consumption on water pumps which are using at water chillers; 4) Installed Variable frequency drive for Air Compressor Motor and saved energy at loading and unloading time; 5) Reconditioned the Moulding m/c - 1 screw and increased its efficiency. Now its production has been increased by utilizing the same energy; 6) Arranged additional chilled water line from 30 TR chiller to injection moulding machines so that the 85

TR chiller can be stopped while running less no of machines and 7) Increased FRP rods production from 2 rods to 4 rods(M/c-2) and increased FRP machine efficiency by using same power.

b. Additional investment and proposals if any, being implemented for reduction of consumption of energy

Additional/new measures will be initiated for further reduction in energy consumption based on technical evaluation and study of the measures already implemented.

c. Impact of measures at (a) and (b) for reduction of energy consumption and consequent impact on the cost of production of goods

The measures taken during the year has ensured optimum use of energy and increased efficiency.

2. TECHNOLOGY ABSORPTION : Research and Development

a. Specific Areas in which R&D carried out by the company

The Company has taken up Research and Development in Solid Core Insulators and High Voltage insulators with a view to offer most viable and efficient product to the market. Research activity has been focused on backward integration to reduce dependence on outside suppliers, to reduce the process loss so as to be more competitive in the market.

b. Benefits derived as results of the above R & D:

- Achieved higher productivity in distribution class insulators

- Able to reduce wastages

- Able to increase efficiency

- Dependency on imports reduced

- Achieved better quality control

c. Future Plan of Action

- Manufacture of Silicon Rubber Polymer Insulators of 400 KV and above up to 1100 KV and manufacture of Solid Core Insulators.

- A few new products have been identified after a thorough study of the market; and the technology for manufacturing the related products would be developed in the In house R & D Lab

- Focus to improve the existing process technology

Particulars of Employees

None of the Employees are drawing remuneration prescribed in Section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975 as amended.

Personnel

Personnel relations have remained very cordial during the period.

Acknowledgements

Your Directors convey their sincere thanks to State Bank of Hyderabad, Syndicate Bank, Allahabad Bank and Technology Development Board for their support, guidance and assistance.

Your Directors thank all the Employees of your company for their dedicated service. Your Directors thank the shareholders for their support and confidence reposed in the company and the management and look forward to their continued co-operation and support.

For and on behalf of the Board

Sd/- Sd/-

L P Sashikumar B Appa Rao

Managing Director Director

Place: Secunderabad

Date: 30th August, 2011


Mar 31, 2010

The Directors have pleasure in presenting the Tenth Annual Report of your company and the Audited Financial Accounts for the year ended on 31st March 2010.

Financial Results Rs in Lakhs

Particulars 2009-10 2008-09

Gross Sales 7035.09 5117.43

Net Sales/Income from 6560.70 4560.62 Operations

Other Income 205.67 88.78

Total Income 6766.37 4649.40

Total Expenditure 5304.44 3319.26

Operating Profit (PBIDT) 1462.34 1330.14

Interest 263.82 155.48

Depreciation and 288.99 299.42 Write Offs Profit Before Tax 909.53 875.24

Provision for taxation - Current 200.00 200.00

- Deferred 40.68 2.77

- Fringe Benefit - 12.17

Profit after Tax 668.85 660.30 Extra-Ordinary Items

- Taxes pertains to 2.15 (29.33) previous year

- Prior period adjustments 6.53 (3.79)

Net Profit 673.23 627.18 Equity Share Capital (3,60,80,737 Shares of 1443.23 1440.93

Rs 4/- each; Current year, Previous year 3,60,23,305 of Rs. 4/- each)

E.P.S. (After Prior Period 1.87 1.74 Items) (Rupees)

Net Worth 9667.83 9071.60

Book Value in rupees (face 26.79 25.18 Value of Rs. 4/- each)

Review of Operations

During the year under review, your Company has achieved a gross turnover of Rs. 7035.09 Lakhs as compared to Rs. 5117.43 Lakhs during the previous financial year. The Net Profit Increased from Rs. 627.81 Lakhs during the year ended 31st March 2009 to Rs. 673.23 Lakhs for the Current year. Though the turnover increased by 37%, the increase in net profit was only by 7% and the main reasons for this were decrease in sales price and increase in competition.

Dividend

Keeping in view the funds requirement for expansion and diversifications plans of the Company, your Directors have recommended a dividend of Re. 20 paisa (i.e. 5 %) per equity share of Rs. 4/- each for the year ended 31st March 2010. The payment of dividend, if approved by the Shareholders at the ensuing Annual General Meeting, will entail an outflow of Rs. 84,14,749, inclusive of Corporate Dividend Tax.

Transfer to Reserves

The Board has transferred a sum of Rs.67,32,346 to the General Reserve from the undistributed profits.

Fixed deposits

The Company has not accepted any Fixed Deposits, falling with in the purview of Section 58A of the Companies Act, 1956.

Insurance

All the properties of your Company including its building, plant & machinery and stocks have been adequately insured.

Management Discussion and Analysis

Management Discussion and Analysis for the year under review as required under Clause 49 of the Listing Agreement entered with Stock Exchanges is given as a separate statement in the Annual Report.

Auditors

M/s. P. Murali & Co., Chartered Accountants, Hyderabad, Statutory Auditors of the Company holds office in accordance with the provisions of the Companies Act, 1956 upto the conclusion of forth coming Annual General Meeting and are eligible for re-appointment. They being eligible, offer themselves for re-appointment. They have furnished a certificate stating that their re- appointment, if made, will be within the limits laid down under Section 224(1B) of the Companies Act, 1956.

Directors

Mr. B Appa Rao and Mrs. Mahita Caddell retire by rotation and being eligible offer themselves for re-appointment.

The Board of Directors in their Board Meeting held on 31st March 2010 have re-appointed, subject to your approval, Mr. L P Sashikumar as Managing Director of the Company for Three years with effect from 1st April 2010

Stock Exchange Listing

Presently, the Equity Shares of the Company are listed on National Stock Exchange of India (NSE), Bombay Stock Exchange Limited (BSE) and Madras Stock Exchange (MSE). As informed to the members in the previous Annual Report, the Company had received de-listing approvals from Ahmedabad Stock Exchange and Delhi Stock Exchange and the de-listing approval from Madras Stock Exchange is awaited. The Company confirms that it has paid Annual Listing Fees to NSE & BSE for the year 2010-11.

Director’s Responsibility Statement

In accordance with the Section 217(2AA) of the Companies Act, 1956, the Board of Directors affirms:

(a) That in the preparation of the Accounts for the twelve months period ending 31st March 2010, the applicable accounting standards have been followed and there are no material departures there from.

(b) That the accounting policies have been selected and applied consistently and judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March 2010 and of the profit or loss of the Company for the period ended on that date.

(c) That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(d) That the accounts for the year ended 31st March 2010 have been prepared on a going concern basis.

Corporate Governance

A report on Corporate Governance including Auditor Certificate thereon as per Clause 49 of the Listing Agreement is attached to this Report.

Managing Director and Chief Financial Officer Certification

As required under the Listing Agreement, the Managing Director and the Head of the Finance Function Certification on audited financial statement was placed before the Board, a copy of which is also attached to this report.

Goldstone Infratech Limited

Balance Sheet Abstract and Company’s General Business Profile

Information pursuant to notification issued by the Ministry of Corporate affairs relating to the Balance Sheet Abstract and Company’s General Business Profile is given in the Annual Report for information of the Shareholders.

Particulars of Conservation of energy/ technology absorption, foreign exchange earnings and outgo

1. CONSERVATION OF ENERGY

a. Energy Conservation Measures taken or under implementation

During the period, the Company had (1) installed energy effiecient drives; (2) replaced motors with high effieciency; (3) retrofit chiller was provided for lower loads; (4) c installed 2-way valves on chilled water coils; (5) installed variable speed drives in cooling tower fan; and (6) replaced existing lighting system with energy saving lighing system.

b. Additional investment and proposals if any, being

implemented for reduction of consumption of energy

Additional/new measures will be initiated for further reduction in energy consumption based on technical evaluation and study of the measures already implemented.

Impact of measures at (a) and (b) for reduction of energy consumption and consequent impact on the cost of production of goods

The measures taken during the year has ensured optimum use of energy and increased effieciency.

d. Consumption of Energy Particulars.

Electricity 2009-2010 2008-2009

A. Purchased Units - KWH 17,58,672 10,22,669

Total Amount - In Rupees 76,31,504 41,41,722

Rate/Unit - In Rupees 4.34 4.05

B. Own Generation through Diesel Generator Units - KWH 2,33,583 54,398

Total Amount - In Rupees 27,87,444 6,59,920 Rate/Unit - In Rupees 11.93 12.13

2. TECHNOLOGY ABSORPTION & RESEARCH AND DEVELOPMENT

a. Specific Areas in which R&D carried out by the company

The Company has taken up Research and Development in Polymer Insulator Division

and CPS Division (Oil & Gas pipeline sleeve division). Research activity has been focused on backward integration to reduce dependence on imports, to reduce the process and material costs so as to be more competitive in the market.

b. Benefits derived as results of the above R & D:

- Achieved higher productivity in distribution class insulators

- Able to reduce wastages

- Able to increase efficiency

- Dependency on imports reduced

- Achieved better quality control

c. Future Plan of Action

- A few new products have been identified after a thorough study of the market; and the technology for manufacturing the related products would be developed in the In house R & D Lab.

- Focus to improve the existing process technology.

3. FOREIGN EXCHANGE EARNINGS AND OUT GO (Rs. In lakhs)

Particulars 2009-10 2008-09

a) Value of Imports on CIF Basis

- Raw Materials 1876.18 316.85

- Capital Goods 136.19 125.85

b) Expenditure in Foreign Currency

- Traveling Expenses 9.88 9.74

- Others 5.61 18.65

c) Earnings in Foreign Currency (on receipt basis)

- Export of Goods (FOB Basis) Nil 35.37

Particulars of Employees

None of the Employees are drawing remuneration prescribed in Section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975 as amended by the Companies (Amendment) Act, 1988.

Personnel

Personnel relations have remained very cordial during the period. The Directors place on record their appreciation for the dedicated work put in by the employees at various levels.

Acknowledgements

Your Directors convey their sincere thanks to Syndicate Bank, Allahabad Bank and State Bank of Hyderabad, Technology Development Board and Oil and Gas Corporation (ONGC) for their support, guidance and assistance.

Your Directors thank all the Employees of your company for their dedicated service, which enabled your company to achieve good results and performance during the year. Your Directors thank the shareholders for their support and confidence reposed in the company and the management and look forward to their continued co-operation and support.

For and on behalf of the Board

Sd/- Sd/- L P Sashikumar B Appa Rao Managing Director Director

Place: Secunderabad Date: 11th August, 2010

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