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Directors Report of Golden Tobacco Ltd.
Mar 31, 2018
BOARD''S REPORT
To,
The Members,
Your Directors present the 62nd Annual Report along with the audited financial statements of the Company for the financial year ended March 31, 2018.
FINANCIAL HIGHLIGHTS
(Rs. in Lacs)
|
Particulars |
2017-18 |
2016-17 |
2017-18 |
2016-17 |
|
Standalonoe |
Consolidated |
|||
|
Revenue from Operations (net) |
7,963.45 |
3,695.86 |
7,967.34 |
3,695.86 |
|
Profit/(Loss) for the year after charging all expenses but before providing finance costs, Depreciation, Tax and Other Comprehensive Income |
2,169.79 |
(144.49) |
2,165.85 |
(113.35) |
|
Finance Costs |
2,451.61 |
2,739.62 |
2,451.61 |
2,739.62 |
|
Profit/(Loss) before Depreciation and Tax |
(281.82) |
(2,884.11) |
(285.76) |
(2,852.96) |
|
Depreciation and Amortisation Expense |
74.61 |
86.58 |
74.61 |
86.58 |
|
Tax Expense for the Current Year |
448.25 |
- |
448.25 |
- |
|
Profit/(Loss) for the year |
(804.68) |
(2,970.69) |
(808.61) |
(2,939.54) |
|
Other Comprehensive Income (net of tax) |
(20.86) |
729.45 |
(27.25) |
735.92 |
|
Total Comprehensive Income |
(825.54) |
(2,241.24) |
(835.86) |
(2,203.62) |
PERFORMANCE OF THE COMPANY
The cigarette industry volume increase by 2% to 3% in the previous financial year but the Company''s volume gone down drastically export as well as domestic sales. The increased grey market and illegal cigarettes activities coupled with steep escalation in tax incidence on cigarettes under the GST regime adversely affected the organized sector of legal cigarette industries at large. However, the export performance of the Company has also gone down compare to previous year. Further the Company has initiated new measures to spread its wings in several other new more international markets with new brands to increase the export sales in coming years. At the domestic front, the Company has launched a few more brands in the previous financial year and is exploring untapped markets to regain the lost volume.
REAL ESTATE BUSINESS
The Company''s property situated at Vile Parle Mumbai, the Income Tax Department has lifted its attachment order, However, the attachment made by the excise department is still continued. The management is hopeful to get this lifted as well and thereafter the management will look into the possibilities of dealing the said property in suitable manner. During the year the Company has converted its land situated at Guntur Andhara Pradesh in to stock in trade and initiated actions to develop the said properly in the coming years.
DIVIDEND
Your Directors do not recommend any dividend on equity shares of the Company in view of the carried forward losses, DIVIDEND DISTRIBUTION POLICY:
The Company does not fall in any of the criteria of Dividend Distribution Policy as specified under the Companies Act, 2013 as well as per the Listing Regulations, therefore, the Company is not required to comply with provisions of same
SHARE CAPITAL:
The paid up Equity Capital of the Company as on March 31, 2018 was "17,58,80,212 comprising of 1,76,08,802 equity shares of 10 each. During the year under review, the Company has neither bought back nor issued any kind of equity shares either by bonus or by right or stock option or sweat equity or otherwise.
FINANCE:
During the year under review, your Company continues to focus on judicious management of its working capital, receivables and inventories. Working capital parameters and consequent obligation towards its bankers could not be fulfilled and lenders due to accumulated cash losses in the Company. However, the management is taking necessary steps to regularize the same.
DEPOSITS :
The Company has not accepted any deposits within the meaning of section 73 of the Companies Act, 2013 ("the Act") read with the Companies (Acceptance of Deposits) Rules, 2014.
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:
Loans, guarantees and investments covered under section 186 of the Act forms part of the Notes to the financial statements
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
Particulars of contracts or arrangements with related parties referred to section 188 (1) of the Act, In the prescribed form AOC-2 are annexed as per Annexure-6 of the Board''s Report.
CORPORATE SOCIAL RESPONSIBILITY ("CSR"):
The Company does not fall in any of the criteria of Corporate Social Responsibility ("CSR") as specified in section 135 (1) of the Companies Act, 2013 and accordingly, the Company is not required to comply with provisions of section 135 of the Act and rules framed there under.
CORPORATE GOVERNANCE:
The Company is committed to maximize the value of its stakeholders by adopting the principles of good Corporate Governance in line with the Act read with Regulation 24 and other applicable clauses of the Listing Regulations. A separate report of Corporate Governance pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("the Listing Regulations") is annexed with the report and forms part of Annual Report.
MANAGEMENT DISCUSSION AND ANALYSIS :
Pursuant to Regulation 34 of the Listing Regulations, the Management Discussion and Analysis Report is annexed with the report and forms part of this Annual Report.
ENVIRONMENT, OCCUPATIONAL HEALTH AND SAFETY :
Good environment as well as safe & healthy working conditions are at the root of the good performance. Your Company has been in a constant quest for providing to its employees, a very congenial work environment which will in turn add to the performance of the Company. Keeping in mind, the dynamism in the environment, your Company is continuously imparting requisite training to its employees in their respective fields of work.
Health and safety of our employees is of prime concern to us. The workplace is designed to abate the hazards naturally prone to our product. No accident or any pollution problem was noticed during the year. Care is taken to ensure that all laws pertaining to environment, pollution, health and safety of employees and other relevant enactments are being scrupulously adhered to. Our commitment towards the society in terms of providing a clean and healthy environment is of utmost concern and we pledge to take active efforts to preserve the same.
KEY MANAGERIAL PERSONNEL ("KMP") :
Shri A. K. Joshi, Managing Director, Shri Pawan Kumar Malsaria, Chief Financial Officer and Shri Manoj Kumar Srivastava, Company Secretary & Compliance Officer of the Company are whole time Key Managerial Personnel (KMP) of the Company pursuant to the Companies Act, 2013.
DIRECTORS AND CHANGE OF DIRECTORS :
Shri A. K. Joshi, Managing Director, Shri Jaskaran S. Khurana Executive Director of the Company and Shri Bharat B. Merchant is the Non Executive Independent Director and Mrs. Kokila Panchal is the Non Executive Independent Director of the Company. Shri V.K. Bhandari the Non executive Independent Director has resigned from the Board of Directors of the Company with effect from March 30, 2018. Pursuant to section 152 of the Companies Act, 2013. Shri Jaskaran S. Khurana will retire by rotation at the ensuing AGM and being eligible,.offer himself for re-appointment. The Board has recommended for his re-appointment.
INTERNAL FINANCIAL CONTROL
The Corporate Governance Policy guides the conduct of the affairs of your Company and clearly delineates the roles, responsibilities at each level of its key functionaries involved in governance. Your Company has in place adequate internal financial controls with reference to the Financial Statements. During the year under review, no reportable material weakness in the operation was observed. Regular audit and review processes ensure that such systems are reinforced on an ongoing basis. Details in respect of internal financial controls and their adequacy are included in the Management Discussion & Analysis Report.
RELATED PARTY TRANSACTIONS:
None of the transactions with related parties falls under the scope of section188 (1) of the Companies Act, 2013. There were no materially significant related party transactions made by the Company with Promoters, Key Managerial Personnel (KMP) or other designated persons which may have potential conflict with interest of the Company at large. All related party transactions that were entered into during the year under review were on arm''s length basis and in the ordinary course of the business. Particulars of the transactions are available in the financial statement.
DIRECTORS APPOINTMENT AND REMUNERAION POLICY:
The Company''s policy is to have and appropriate mix of executive and non executive and independent director to maintain the independence of the Board and separate its function of governance and management. As on March 31, 2018 the Board consisted of five members, two of whom are executive director and three are independent directors. The Board has on the recommendation of the Nomination and Remuneration Committee framed a policy for selection and appointment of Directors, senior management and their remuneration including criteria for determining, qualifications, positive attribute independence of a director and other matters as required pursuant to section 178(3) of the Companies Act, 2016. The remuneration policy is stated Corporate Governance report which form of the annual report.
WHISTLEBLOWER POLICY:
Pursuant to Regulation 22 of the Listing Regulations read with the Act, the Company has a Vigil Mechanism/Whistle blower Policy to deal with instance of fraud and mismanagement, if any in the Company. In staying true to our values of Strength, Performance and Passion and in line with our vision of being one of the most respected Company''s in India, the Company is committed to the high standards of Corporate Governance and stakeholder responsibility. The Policy provides that the Company investigates such incidents, when reported, in an impartial manner and take appropriate actions to ensure that the requisite standards of the professional and ethical conduct are always upheld. It is the Company''s policy to ensure that no employee is victimized or harassed for bringing such incidents to the attention of the Company. The practice of the whistleblower policy is overseen by the Audit Committee of the Board and no employee has been denied access to the Committee. The Whistleblower Policy is available on the Company''s website www.goldentobacco.in
POLICY AND DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:
The Company has in place in Anti Sexual Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules there under and redressal of complaints of sexual harassment at work place. All employees (permanent, contractual, temporary, trainees) are covered under this policy. During the year under review, no complaints were reported to the Board.
AUDIT COMMITTEE AND THE AUDITORS
The Composition of the Audit Committee is provided in the section of the Board of Directors in the Committees in the Report separately.
STATUTORY AUDITORS
M/s Bagaria & Co LLP Chartered Accountants were appointed with your approval at the 61st AGM to hold such office till the conclusion of 66th AGM to be held in the calendar year 2022.
The Auditors report for the financial year 2017-18 does not contain any qualifications, reservations, or adverse remark. The Auditor''s report is enclosed with the financial statement in this annual report.
SECRETARIAL AUDITOR:
Pursuant to the provisions of Section 204 of the Act and rules framed there under M/s Devesh Pathak and Associates Practising Company Secretaries was appointed as secretarial auditor to conduct the secretarial audit of the Company for the financial year 2017-18. The secretarial audit report does not contain any qualification, reservations or adverse remark. The Secretarial audit report is enclosed as per annexure-1 which forms part the Board''s report. The Board has appointed M/s Devesh Pathak & Associates as secretarial auditor of the Company for the financial year 2018-19.
EXTRACT OF THE ANNUAL RETURN U/S. 92(3) OF THE ACT AS PER FORM MGT 9:
The Extract of Annual Return as required under Section 92(3) of the Companies Act, 2013 (''the Act'') and Rule 12(1) of the Companies (Management and Administration) Rules, 2014 in Form MGT-9 is not required to be annexed to the Board Report pursuant to MCA Notification dated 31.07.2018 and uploaded on website of the Company at below link http://www.qoldentobacco.in/imaqes/pdf/MGT-9-2017-18.pdf
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO:
The information on conversation of energy, technology absorption and foreign exchange earnings and outgo stipulated under section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 are enclosed as per annexure-2 of the Board''s report
SUBSIDIARY COMPANIES AND ITS ACCOUNTS:
The Company is having four Subsidiary Companies i.e. Golden Realty & Infrastructure Ltd., Golden Investment (Sikkim) Pvt. Ltd., GTC Inc B.V. and Western Express Industries Ltd. and Raigadh Papers Limited, the fellow subsidiary of Western Express Industries Limited as on March 31, 2018.
Pursuant to section 129(3) of the Companies Act, 2013, the Board and the Audit Committee has reviewed the affairs of the subsidiary companies. 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 subsidiaries. Pursuant to section 136 of the Companies Act, 2013 the audited financial statement and related information of the Company and audited accounts of each subsidiaries will be provided to any shareholder of the Company on making requisition to the Company Secretary at the registered office of the Company or email share@qoldentobacco.in . These documents will be available for inspection during business hours at the registered office of the Company. A statement containing the salient features of the financial statement of subsidiaries in the prescribed format AOC-1 is annexed as per annexure 3 which forms the Board''s report.
CONSOLIDATED FINANCIAL STATEMENTS
Your Company''s Board of Director is responsible for the preparation of the consolidated financial statements of your Company and its subsidiaries pursuant to requirement of the Companies Act, 2013 read with Regulation 33 and 34 of Listing Regulations and other applicable provisions, if any. The Company has prepared Consolidated Financial Statements accordance with Accounting Standard 21 of the ICAI for the financial year ended March 31, 2018 annexed to the financial statement of the Company in which forms part of the annual report.
INDUSTRIAL RELATIONS:
Your Company enjoyed cordial relationship with workers and employees at all levels.
BUSINESS RESPONSIBILITY REPORTING :
Pursuant to the Listing Regulations, the Business Responsibility Report (BRR) is applicable only to top 100 Listed Companies, based on the market capitalization of the preceding financial year i.e. March 31, 2018. Accordingly, the same is not applicable to your Company.
HUMAN RESOURCES DEVELOPMENT
Your Company''s Human Resources Management Systems and process are aimed to create a responsive market focused and customer centric and endeavors to move ahead with its most valuable resources, its employees. Your Company is engaged with a constructive relationship with employees and always believed that motivated employees are the core source, the competitive advantage and these are the continuous investments providing training and development programs an emphasis on productivity and efficiency and underline safe working practices etc.
PARTICULARS OF EMPLOYEES:
Pursuant to Section 197(12) of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. A statement containing the names of employee in the financial year and in receipt of a remuneration of" 1.02 crores or more per annum or posted for part of the year and in receipt of" 8.5 lakhs or more a month enclosed as per annexure 4 of the Board'' report.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:
During the year under review, no material significant orders were passed by any regulator / Hon''ble Courts etc., which would impact the going concern status of the Company and its future operations. However, under Regulation 30 of the Listing Regulation read with guidance note issued by the SEBI/Stock Exchanges from time to time, the Company has been reporting all the updates /major cases / litigations and other matters etc. from time to time as and when necessary to the Stock Exchanges.
HOSTILE OPEN OFFER:
M/s J.P. Financial Services Pvt. Ltd. has acquired 44,02,201 Equity Shares of 10/- each (25%) of the paid up share capital of the Company through Hostile Takeover. The Company has filed petition under section 216 of the Companies Act, 2013 in respect of investigation of Original Beneficial Ownership of the aforesaid acquisition before Hon''ble National Company Law Tribunal, Kolkata, which is pending.
BOARD EVALUATION
Pursuant to the provisions of the Companies Act, 2013 read with Listing Regulations, the Board carried out an evaluation of its own performance as well as the directors individually. The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of criteria such as Board composition and structure, effectiveness of Board process, information and functioning etc. The Board and Nomination and Remuneration Committee (NRC) reviewed the performance of the individual directors. The Chairman of the Board /Committee was also evaluated on the key aspects of his roles mainly on Board dynamic and relationship, information flow, decision making, relationship with shareholders, company performance and strategy, tracking Board and Committee effectiveness etc.
In separate meeting of independent directors, performance of Non Independent Directors, performance of the Board as a whole and performance of the Chairman of the Board was evaluated, taking into account the views of Executive and Non Executive Directors including the performance of the Board, its Committees and individual directors. The same was discussed in the Board meeting that followed in the meeting of the Independent Directors.
COMPLIANCE OF CORPORATE GOVERNANCE
Pursuant to requirement of Listing Regulation, a Certificate confirming material compliance by the Company with the provisions of Corporate Governance is given by M/s Bagaria & Co LLP, Chartered Accountants, Mumbai, annexed with the Corporate Governance Report, which forms part of annual report.
MEETING OF THE BOARD OF DIRECTORS:
During the year under review, six meetings of the Board were held i.e. on May 29, 2017, July 18, 2017, September 9, 2017, November 15, 2017, February 9, 2018, and March 30, 2018. Details of meetings of the Board and their attendance are mentioned in the corporate governance report which farms part of annual report.
DECLARTAION BY INEPENDENT DIRECTORS:
The Company has received necessary declaration from each independent directors under section 149(7) of the Companies Act, 2013 that he/she meets the criteria of independent laid down in section 149 (6) of the Companies Act, 2013 and Regulation 25 of the Listing Regulations.
FAMILIARISATION PROGRAME FOR INDEPENDENT DIRECTORS:
The Company believes that a Board, which is well informed /familiarized with the Company, can contribute significantly to effectively discharge its role of trusteeship. All new independent directors inducted into a Board attend an orientation program. The details of familiarization programme are provided in the corporate governance report and also available on the Company''s website..www.goldentobacco.in.
CODE OF CONDUCT OF PREVENTAION OF INSIDERTRADING :
The Board of Directors of the Company has adopted the Insider Trading Policy in accordance with requirement of Listing Regulations. The Company has adopted Golden Tobacco Limited - Code of Conduct for Prevention of Insider Trading Policy -2015 and lays down guidelines and procedure to be followed and disclosure to be made while dealing with shares of the Company. The policy has been formulated to regulate, monitor and ensure reporting of deals of employee and maintain the highest ethical standards of dealing the company''s securities. The insider trading policy of the Company covering code of practices and procedures for fair disclosure of unpublished price sensitive information and code of conduct for Prevention of Insider Trading is available on Company''s website.
AUDIT COMMITTEE:
The composition of the Audit Committee is in line with the provisions of Section 177 of the Act read with Regulation 18 of the Listing Regulation. The Chairman of the Audit Committee is an Independent Director. The Audit Committee of the Board provides reassurance to the Board on the existence of an effective internal control environment that ensures the efficiency and effectiveness of the operations of the Company and safeguarding of assets and adequacy of provisions for all liabilities. The details of meetings and their attendance are included in the Corporate Governance Report.
NOMINATION AND REMUNERATION COMMITTEE:
The composition of the Nomination and Remuneration Committee (NRC) is in line with the section 178 of the Companies Act, 2013 read with Listing Regulation. The Committee is to determine overall Company''s Policy on remuneration packages and other terms and conditions of the appointment of the Executive Directors and senior management of the Company and sitting fees to the Non Executive Directors of the Company and also to approve payment of remuneration to Managing Directors or Whole Time Directors as decided by the members of the Company and recommends to the Board of Directors for their consideration and approval. The details of meetings and their attendance are included in the Corporate Governance Report.
STAKEHOLDERS RELATIONSHIP COMMITTEE:
The composition of the Stakeholders Relationship Committee (SRC) is in line with the section 178 of the Companies Act, 2013 and Listing Regulation. The Committee is to look after the Stakeholders grievances and redressal of investors'' complaints related to transfer of shares, non receipt of balance sheet, non receipt of dividend etc. The details of meetings and their attendance are included in the Corporate Governance Report.
RISK MANAGEMENT COMMITTEE:
The composition of the Risk Management Committee is not applicable to your Company. However, the Company has voluntarily constituted the Risk Management Committee (RMC) which is in line with the section 134(3) of the Companies Act read with regulation 21 of the Listing Regulations. The Company has framed Risk Management Policy which inter-alia covers financials, operational, regulatory and Legal and product and market risk etc. and to formulate a procedure for mitigation of risk which may threaten the existence of the Company. The details of meeting and their attendance are included in the Corporate Governance Report.
DIRECTORS'' RESPONSIBILITY STATEMENT:
Pursuant to Section 134 (5) of the Companies Act, 2013, the Board of Directors to the best of their knowledge and ability confirm that:
a) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;
b) they Director 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 and loss of the Company for the year under review;
c) they Director 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;
d) they Director have prepared the annual accounts on a going concern basis; and
e) they Director have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and
f) they Director have devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively;
based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the, internal, statutory and secretarial auditors and the review performed by the management and the Audit Committee, the Board is of the opinion that the Company''s internal financial controls were adequate and effective during the financial year 2017-18.
ACKNOWLEDGEMENTS:
Your Directors express their deep gratitude and sincere appreciation for the whole-hearted assistance and co-operation extended to the Company by the Bankers, Financial Institutions, Business associates, Employees and all the Shareholders of the Company who have continued to repose utmost faith in the Company.
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For and on behalf of the Board |
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Place : Mumbai |
Bharat B. Merchant A. K. Joshi |
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Date : September 23, 2018 |
Independent Director Managing Director |
ANNEXURE 1 TO THE BOARD''S REPORT
SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED 31ST MARCH, 2018
(Form No. MR-3)
[Pursuant to section 204(1) of the Companies Act, 2013 and rule No. 9 of the Companies (Appointment and Remuneration Personnel) Rules, 2014]
To,
The Members,
Golden Tobacco Limited
Darjipura, Post: Amaliyara
Vadodara
We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Golden Tobacco Limited, (hereinafter called "the company"). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon.
Based on my/our verification of the GOLDEN TOBACCO LIMITED''s books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, We hereby report that in our opinion, the Company has, during the audit period covering the financial year ended on 31st March, 2018 complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:
We have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on 31st March, 2018 according to the provisions of:
(i) The Companies Act, 2013 (''the Act'') and the rules made thereunder;
(ii) The Securities Contracts (Regulation) Act, 1956 (''SCRA'') and the rules made thereunder;
(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;
(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings;
(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (''SEBI Act''):-
(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;
(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992;
(c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009;
(d) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999;
(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008;
(f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client;
(g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; and (h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998;
(vi) Having regard to the products, processes and services of the Company as also having regard to the compliance system prevailing in the Company and on examination of relevant documents and records in pursuance thereof on test check basis, we further report that the Company has complied with following laws applicable specifically to the Company :
(a) The Tobacco Board Act, 1945
(b) Cigarettes and other Tobacco Products Act, 2003 (COTPA)
(c) Water (Prevention and Control of Pollution) Act, 1974
(d) Air (Prevention and Control of Pollution) Act, 1981
(e) Hazardous Waste (Management and Handling) Rules, 1989
(f) The Environment Protection Act, 1986(g) Indian Boiler Regulations Act, 1950 We have also examined compliance with the applicable clauses of the following: (i) Secretarial Standards issued by The Institute of Company Secretaries of India.
(ii) The Listing Agreements entered into by the Company with BSE Ltd. and National Stock Exchange of India Ltd. {read with SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015}
During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above.
We further report that The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.
Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.
Majority decision is carried through while the dissenting members'' views are captured and recorded as part of the minutes. We further report that there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.
We further report (by way of information) that during the audit period, the Company has:
(a) not issued any securities and accordingly
The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008
The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme), Guidelines, 1999 read with SEBI (share Employee Benefits)Regulations, 2014 are not applicable during the audit period.
(b) neither got delisted Equity Shares nor bought back any security of the Company and accordingly
The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009 and
The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998 were not applicable during audit period.
(c) Secretarial Standards (SS-1 and SS-2) issued by the Institute of Company Secretaries of India mandatorily applicable to the audit period were complied with.
(d) made applications to the Central Government in respect of Mr. A.K. Joshi, Managing Director as well as Mr.Jaskaran S. Khurana, executive Director and approval is awaited.
(e) complied with the SEBI (Prohibition of Insider Trading)Regulations ,2015
(f) The Hon''ble Securities Appellate Tribunal (SAT) vide its order dated December 15, 2016 disposed off the appeal and upheld the SEBI order dated February 14, 2014 in the matter of directors for the penalty of Rs. One crore.
(g) approved the issuance of new share certificates with reorganized distinctive numbers against surrender of old share certificates to the physical share certificate holders held on31st March,2017, being the record date for the purpose.
(h) made reference to the then BIFR in view of total erosion of net worth as at 31st March, 2016 consequent to formation of the opinion of the Board of Directors of the Company under Section 15(1) of SICA for the purpose.
For M/s. Devesh Pathak & Associates Practising Company Secretaries
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Place |
: Vadodara |
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Date |
: September 23, 2018 |
CS Devesh A. Pathak |
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PCS: 4559 |
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CP No. 2306 |
Note: This report is to be read with our letter of even date which is enclosed as per Annexure-A forming integral part of this report.
Annexure -A
To,
The Members,
Golden Tobacco Limited
Darjipura, Post: Amaliyara
Vadodara
Ref.: Secretarial Audit Report dated September 23, 2018 pursuant to Section 204(1) of the Companies Act, 2013 read with Rule 9 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
1. Maintenance of secretarial record is the responsibility of management of the Company. Our responsibility is to express an opinion on these secretarial records based on our audit.
2. We have followed the audit practices and the processes as were appropriated to obtain reasonable assurance about the correctness of the contents of the secretarial records, the verification was done on the test basis to ensure that correct facts are reflected in secretarial records. We believe that the process and the practices we followed provided reasonable basis for our opinion.
3. We have not verified the correctness and appropriateness of financial records and books of Accounts of the Company and have relied upon the reports of designated professionals including Statutory Auditors for the purpose.
4. Wherever required, we have obtained the Management representation about the compliance of laws, rules, regulations and happenings of events etc.
5. The compliance of the provisions of corporate and other applicable laws, rules, regulations, standards, is the responsibility of management. Our examination was limited to the verification of procedures on test basis.
6. The secretarial Audit Report is neither as assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company.
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For Mis. Devesh Pathak & Associates |
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Practising Company Secretaries |
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Place : Vadodara |
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Date : September 23, 2018 CS Devesh A. Pathak |
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PCS: 4559 |
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CP No. 2306 |
ANNEXURE 2 TO THE BOARD''S REPORT
CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE AND OUTGO:
Pursuant to section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 the details as on March 31, 2018 are as follows :
1. CONSERVATION OF ENERGY :
The Company continues to emphasize on conservation of energy, power and other energy sources. As a part of continuous efforts, the Company has taken following steps on conservation of energy:
i. Implementation of the latest know-how in each stages of production resulting into enhancement in productivity levels, ii. Planned maintenance and up gradation of machineries and equipments to ensure optimum energy consumption.
The reduction of above energy consumption give impact as reduce the cost of production of goods as well as reduction in specific consumption of electrical energy enhanced the operational efficiency.
2. TECHNOLOGY ABSORPTION:
Following efforts were made towards technology absorption in specific areas in the Research and Development was carried out by the Company:
a. Developing blends of Cigars, Tipped Cigars, Pipe Tobacco and Smoking Mixture as per requirement and quality standard of International market.
b. Developing of Slim & Super Slim Cigarettes of various types for global market.
c. Online monitoring of process control parameters, for achieving high quality of product with optimum yield.
d. Ongoing development in Packaging in enhancing the appearance in line adopting advanced packaging technologies.
e. With international quality and also improving the product durability by improving printing Technology to achieve high quality printed packaging material.
Efforts in brief, made towards technology, adaptation and innovation which are as follows : i. Use of specific additives for improving product quality and smoke characteristics, ii. Monitoring each stage of production to ensure a final product.
ill. Continues monitoring at each stage of production to ensure proper cost management with best and highest possible standard in quality parameters.
iv. Offering customer unique products at a competitive price by continuous development work and close monitoring of each stage ensuring control on cost parameters at various stages of production.
v. Benefits derived as a result of above efforts are quality products at optimized production cost. Benefits derived from Research & Development:
i. An appreciable enhancement in export volume, Cigars, & Cigarillos made in various categories of Fruity Flavors resulted in very wide acceptance in the Global Market.
ii. Resulted a significant entry in the world of highly demanding Slims and Super Slims cigarettes.
ill. Improved product consistency, yield and minimized fluctuations in tobacco chemistry.
iv. Offering the customers products with International pack design/appearance in line with premium International Brands.
FUTURE PLAN OF ACTION:
1. Continuous endeavor to improve the effiecy in terms of creating differentiated / Innovative products for the Cigarette business, thereby healthy offer pipeline.
2. Continuous endeavor on smoke delivery reduction in cigarette brand
3. Develop and establish integrated Vaporiums
4. The Company will carried out the Research & Development on the above mentioned areas. EXPENDITURE INCURRED ON THE RESEARCH AND DEVELOPMENT
During the year under review the Research and Development Expenditure are as follows
i. Revenue Expenditure : '' 24.16 Lacs.
ii. Research and development Expenditure as Percentage of Total Turnover: 0.26%
ill. Technology Imported : NIL
iv. Capital Expenditure : NIL
ACTIVITIES RELATED TO EXPORTS AND FUTURE OUTLOOK:
Though the export market of cigarettes/cigars is highly competitive and is tough due to various restrictions imposed by different countries / governments, the Company has performed reasonably well in export of its various brands and is hope full to enhance the export volume in the years to come.
During the year under review, the Company has exported assorted brands of cigarettes of about 274 million sticks aggregating to total FOB Value of Rs. 1310.05 Lacs.
3. FOREIGN EXCHANGE EARNING AND OUTGO :
in Lacs
|
Particulars |
F.Y.2017-18 |
F.Y 2016-17 |
|
Foreign Exchange Earnings |
||
|
(i) Cigarettes |
1315.03 |
2293.99 |
|
(ii) Tobacco |
NIL |
5.40 |
|
Expenditure in foreign currency |
11.75 |
10.48 |
|
Sr. No. |
Name of the subsidiary |
WESTERN EXPRESS INDUSTRIES LTD. |
RAIGADH PAPERS LTD. |
GOLDEN INVESTMENT (SIKKIM) P. LTD. |
GOLDEN REALTY & INFRASTRUCTURE LTD. |
GTC INC B.V. |
|
1. |
Reporting period for the subsidiary concerned, if different from the holding company''s reporting period |
N.A. |
N.A. |
N.A. |
N.A. |
N.A. |
|
2. |
Share capital |
750.00 |
150.00 |
0.60 |
5.00 |
14.55 |
|
3. |
Reserves & surplus |
(1,435.13) |
(116.11) |
29.03 |
(4,852.31) |
(54.84) |
|
4. |
Total Assets |
267.21 |
73.81 |
33.51 |
15,752.11 |
|
|
5. |
Total Liabilities |
952.34 |
40.12 |
3.88 |
20,599.42 |
40.30 |
|
6. |
Investments |
176.26 |
NIL |
2.00 |
NIL |
NIL |
|
7. |
Turnover |
3.89 |
NIL |
NIL |
NIL |
NIL |
|
8. |
Profit/(Loss) before taxation |
(1.21) |
(0.20) |
(0.12) |
(2.41) |
|
|
9. |
Provision for taxation |
NIL |
NIL |
NIL |
NIL |
NIL |
|
10. |
Profit after taxation |
(1.21) |
(0.20) |
(0.12) |
(2.41) |
|
|
11. |
Proposed Dividend |
NIL |
NIL |
NIL |
NIL |
NIL |
|
12. |
% of shareholding |
100 |
100 |
99.97 |
100 |
100 |
|
Notes: |
||||||
|
1. |
\lames of subsidiaries which are yet to :ommence operations |
None |
None |
None |
None |
None |
|
2. |
\lames of subsidiaries which have been liquidated or sold during the year. |
None |
None |
None |
None |
None |
Part"B": Associates and Joint Ventures Statement pursuant to Section 129 (3) of the Companies Act, 2013 related to Associate Companies and Joint Ventures
|
Sr. No. |
Name of the subsidiary |
WESTERN EXPRESS INDUSTRIES LTD. |
RAIGADH PAPERS LTD. |
GOLDEN INVESTMENT (SIKKIM) P. LTD. |
GOLDEN REALTY & INFRASTRUCTURE LTD. |
GTC INC B.V. |
|
1. |
Name of Associates/Joint Ventures |
None |
None |
None |
None |
None |
|
2. |
Latest audited Balance Sheet Date |
N.A. |
N.A. |
N.A. |
N.A. |
N.A. |
|
3. |
Shares of Associate/Joint Ventures held by the company on the year end |
|||||
|
i. No. |
N.A. |
N.A. |
N.A. |
N.A. |
N.A. |
|
|
ii. Amount of Investment in Associates/Joint Venture |
N.A. |
N.A. |
N.A. |
N.A. |
N.A. |
|
|
iii. Extend of Holding % |
N.A. |
N.A. |
N.A. |
N.A. |
N.A. |
|
|
4. |
Description of how there is significant influence |
N.A. |
N.A. |
N.A. |
N.A. |
N.A. |
|
5. |
Reason why the associate/joint venture is not consolidated |
N.A. |
N.A. |
N.A. |
N.A. |
N.A. |
|
6. |
Networth attributable to Shareholding as per latest audited Balance Sheet |
N.A. |
N.A. |
N.A. |
N.A. |
N.A. |
|
7. |
Profit / Loss for the year |
|||||
|
i. Considered in Consolidation |
N.A. |
N.A. |
N.A. |
N.A. |
N.A. |
|
|
ii. Not Considered in Consolidation |
N A |
N A |
N.A. |
N A |
N A |
|
|
Notes: |
||||||
|
1. |
Names of associates or joint ventures which are yet to commence operations. |
None |
None |
None |
None |
None |
|
2. |
Names of associates or joint ventures which have been liquidated or sold during the year. |
None |
None |
None |
None |
None |
|
For and on behalf of the Board |
|||||
|
Place Date |
Mumbai May 30, 2018 |
A. K. Joshi |
Bharat B. Merchant Director DIN : 00300384 |
Pawan Kumar Malsaria Chief Financial Officer |
Manoj Kumar Srivastava Company Secretary |
ANNEXURE 3 TO THE BOARD''S REPORT
Form AOC-1
(Pursuant to first proviso to sub-section (3) of Section 129 read with rule 5 of Companies (Accounts) Rules, 2014) Statement containing salient features of the financial statement of subsidiaries/associate companies/joint ventures for the year ended March 31,2018
Part "A": Subsidiaries
(Amount in)
ANNEXURE 4 TO THE BOARD''S REPORT
Disclosure on the Remuneration of the Managerial Personnel:
A. Pursuant to section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules. 2014, the details are as follows:
a. The ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year: Shri A. K. Joshi 1:55 and Shri Jaskaran S. Khurana 1:33. During the financial year no increment was given to any of its employee and Managerial Personnel of the Company.
b. The percentage increase in remuneration of each Director, Managing Director, Chief Financial Officer and the Company Secretary in the financial year : NIL
c. The percentage increase in the median remuneration of employees in the financial year: NIL
d. The number of permanent employees on the Rolls of Company as on March 31, 2018 : 197
e. Comparison of the remuneration of the KMP''s against the performance of the Company; Remuneration of the KMP''s as % of the PAT for financial year 2017-18 is NIL (due to accumulated loses). The Company''s PAT during the financial year was NIL
f. Variations in the market capitalization of the Company, Price Earnings Ratio as at the closing date of the current financial year and previous financial year is as follows:
|
Particulars |
March 31,2018 |
March 31,2017 |
% Change |
|
Market Capitalization (" in lakhs) |
9702.45 |
13188.90 |
(16.43) |
|
Price Earnings Ratio |
(11.98) |
(4.73) |
153.28 |
g. 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: N/A (as the company never been any public offer)
h. Comparison of remuneration of the Key Managerial Personnel (KMP) against the performance of the Company:
Each KMP is granted salary based on their qualification, experience, nature of job, industry norms earlier salary etc. and some other factors. Accordingly, the comparison of one against other is not feasible. The performance of the Company is not up to the mark and quit not satisfactory during the year under review.
(Amount in
|
Particulars |
Shri A. K. Joshi (Managing Director) |
Shri Jaskaran S. Khurana (Executive Director) |
Shri Pawan Malsaria (Chief Financial Officer) |
Shri Manoj Kumar Srivastava (Company Secretary) |
|
Remuneration in FY 17-18( ) |
81,65,086 |
58,83,099 |
10,10,717 |
9,23,418 |
|
Revenue () |
79,67,34,351 |
79,67,34,351 |
79,67,34,351 |
79,67,34,351 |
|
Remuneration as % of revenue |
1.02 |
0.74 |
0.13 |
0.12 |
i. The key parameters for any variable component of remuneration availed by the directors:
Upon the recommendation of the NRC and as per the policy of the Company the Executive Directors and Managing Director is entitled to get Variable performance Pay. The detail is provided in the corporate governance report.
j. 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: NIL
k. Affirmation that the remuneration is as per the remuneration policy of the Company. The Company affirms remuneration is as per the remuneration policy of the Company.
l. 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: NIL
B. Information of employees drawing remuneration of 1.02 crores per annum of 8.50 Lacs per month for part of the year or more pursuant to Rule 5(2) of Chapter XIII, the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:
|
Name |
Designation |
Qualification (yrs.) |
Age (in yrs.) |
Experience |
Date of Joining |
Gross remuneration paid () |
Previous employment and designation |
|
Shri A. K. Joshi |
Managing Director |
B.Com. F.C.A. |
60 |
36 |
01.02.1993 |
101,86,239 |
Chinar Exports Ltd. Sr. Manager Fin. & A/cs. |
ANNEXURE 5 TO THE BOARD''S REPORT
FORM NO. AOC -2 (Pursuant to Clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014:
Pursuant to section 188 (1) of the Companies Act, 2013 particulars of contracts/arrangements entered into by the Company with related parties are as follows:
1. Details of contracts or arrangements or transactions not at Arm''s length basis. NIL
|
SI. No. |
Particulars |
Details |
|
1 |
Name (s) of the related party & nature of relationship |
NIL |
|
2 |
Nature of contracts/arrangements/transaction |
NIL |
|
3 |
Duration of the contracts/arrangements/transaction |
NIL |
|
4 |
Salient terms of the contracts or arrangements or transaction including the value, if any |
NIL |
|
5 |
Justification for entering into such contracts or arrangements or transactions'' |
NIL |
|
6 |
Date of approval by the Board |
NIL |
|
7 |
Amount paid as advances, if any |
NIL |
|
8 |
Date on which the special resolution was passed in General meeting as required under first proviso to section 188 |
NIL |
2. Details of contracts or arrangements or transactions with related party at Arm''s length basis. NIL
|
SL. No. |
Particulars |
Details |
||||
|
Name (s) of the related party & nature of relationship |
Nature of Transaction |
Duration of Contract |
Date of Board Approval |
Salient feature of contract and Value paid/Payable |
Advance paid, if any |
|
|
1. |
Shri Amit Joshi S/o of Shri A. K. Joshi |
NA |
||||
|
2. |
Shri Ashwin Joshi S/o Shri A.K. Joshi |
NA |
||||
|
3. |
Smt. Ivleen Khurana, W/of Shri Jaskaran Khurana |
NA |
||||
|
4. |
Smt. Ritu Srivastava, W/o Shri Manoj Kumar Srivastava |
- |
NA |
|||
|
5. |
Smt. Savita Malsaria, W/o Shri Pawan Kumar Malsaria |
- |
||||
*Note: Since related party transactions are in the ordinary course of business and on arm length basis, provisions of section 188(1) of the Companies Act, 2013 ("the Act") would not be applicable and accordingly particulars as contemplated under section 134(3)(h) read with section 188(1) of the Act, in the format under Rule 8(2) of the Companies (Accounts) Rules, 2014 are not applicable and accordingly not given.
|
For and on behalf of the Board |
||
|
Place : Mumbai |
Bharat B. Merchant |
A. K. Joshi |
|
Date : May 30, 2018 |
Independent Director |
Managing Director |
Mar 31, 2017
To,
The Members,
The Directors present the 61st Annual Report along with the audited financial statements of the Company for the financial year ended March 31, 2017.
FINANCIAL HIGHLIGHTS
(Rs. in Lacs)
|
Particulars |
Current Year ended 31st March,2017 |
Previous year ended 31st March,2016 |
|
Profit/(Loss) before Interest, Depreciation, Exceptional item and Tax |
(38.09) |
(1081.98) |
|
(Less):Interest-Net |
(2657.59) |
(2470.53) |
|
(Less):Depreciation |
(86.58) |
(104.08) |
|
Profit/(Loss) before Taxation |
(2782.26) |
(3656.59) |
|
Provision for Taxation |
NIL |
NIL |
|
Profit/(Loss) after Taxation |
(2782.26) |
(3656.59) |
|
Exceptional Item-Income/(expense) |
NIL |
NIL |
|
(Loss) for the year |
(2782.26) |
(3656.59) |
|
(Loss) brought forward from previous year |
(22985.20) |
(19328.61) |
|
Depreciation charge in useful life |
NIL |
NIL |
|
(Loss) carried over to Balance Sheet |
(25767.46) |
(22985.20) |
PERFORMANCE OF THE COMPANY
During the year, the industry volume declined by 5% to 10% which affected the Company''s volume drastically. Increased grey market and illegal cigarettes activities coupled with the increased excise and VAT are the factors which have adversely affected the organized sector of legal cigarette industries at large. However, the export performance of the Company increased around twenty percent in terms of volume as well as value in comparison to previous year mainly in new international market. Further the Company has initiated new measures to spread its wings in several other new more international markets with new brands to increase the export sales in coming years. At the domestic front, the Company has launched a few more brands during the financial year and is exploring untapped markets to regain the lost volume.
Recently, the Hon''ble ITAT special bench, Mumbai has passed the favorable order in respect of the old outstanding demands for some of the earlier years by which the disputed income tax liabilities has considerably reduced. Further in respect of remaining years disputed demands, the matter has been heard by the ITAT, Mumbai and the Company is hopeful to get the favorable order in this regard also.
BIFR STATUS
The Company''s net worth is still negative as of the date. However, the SICA Act, 1985 is repealed by central government w.e.f. December 1, 2016 and accordingly, the Company is no more under the BIFR.
REAL ESTATE BUSINESS
During the year the Hyderabad project has started and is likely to be completed by July, 2019. With regard to development of the Company''s property situated at Vile Parle Mumbai the same was could not be proceeded for the development due to attachment by the Income Tax pursuant to the Hon''ble Supreme Court order dated 12.05.2016. However, the Company is confident to get favorable order from the ITAT Mumbai for the remaining disputed income tax demand resulted vacation of the attachment and consequent proceeding of real estate business.
DIVIDEND
Your Directors do not recommend any dividend on equity shares of the Company in view of the carried forward losses,
SHARE CAPITAL:
The paid up Equity Capital of the Company as on March 31, 2017 was Rs. 17,58,80,212 comprising of 1,76,00,802 equity shares of Rs. 10 each. During the year under review, the Company has neither bought back nor issued any kind of equity shares either by bonus or by right or stock option or sweat equity or otherwise.
FINANCE:
During the year under review, your Company continues to focus on judicious management of its working capital, receivables and inventories. Working capital parameters and consequent obligation towards its bankers could not be fulfilled and lenders due to accumulated cash losses in the Company. However, the management is taking necessary steps to regularize the same.
DEPOSITS :
The Company has not accepted any deposits within the meaning of section 73 of the Companies Act, 2013 (âthe Actâ) read with the Companies (Acceptance of Deposits) Rules, 2014.
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:
Loans, guarantees and investments covered under section 186 of the Act forms part of the Notes to the financial statements PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
Particulars of contracts or arrangements with related parties referred to section188 (1) of the Act, in the prescribed form AOC-2 are annexed as per Annexure-6 of the Board''s Report.
CORPORATE SOCIAL RESPONSIBILITY (âCSRâ):
The Company does not fall in any of the criteria of Corporate Social Responsibility (âCSRâ) as specified in section 135 (1) of the Companies Act, 2013 and accordingly, the Company is not required to comply with provisions of section 135 of the Act and rules framed there under.
CORPORATE GOVERNANCE:
The Company is committed to maximize the value of its stakeholders by adopting the principles of good Corporate Governance in line with the Act read with Regulation 24 and other applicable clauses of the Listing Regulations. A separate report of Corporate Governance pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âthe Listing Regulationsâ) is annexed with the report and forms part of Annual Report.
MANAGEMENT DISCUSSION AND ANALYSIS :
Pursuant to Regulation 34 of the Listing Regulations, the Management Discussion and Analysis Report is annexed with the report and forms part of this Annual Report.
ENVIRONMENT, OCCUPATIONAL HEALTH AND SAFETY :
Good environment as well as safe & healthy working conditions are at the root of the good performance. Your Company has been in a constant quest for providing to its employees, a very congenial work environment which will in turn add to the performance of the Company. Keeping in mind, the dynamism in the environment, your Company is continuously imparting requisite training to its employees in their respective fields of work.
Health and safety of our employees is of prime concern to us. The workplace is designed to abate the hazards naturally prone to our product. No accident or any pollution problem was noticed during the year. Care is taken to ensure that all laws pertaining to environment, pollution, health and safety of employees and other relevant enactments are being scrupulously adhered to. Our commitment towards the society in terms of providing a clean and healthy environment is of utmost concern and we pledge to take active efforts to preserve the same.
DIRECTORS AND KEY MANAGERIAL PERSONNEL (âKMPâ) :
As per provisions of the Companies Act, 2013 Shri A. K. Joshi retires by rotation at the ensuing 61st AGM and being eligible, seeks reappointment. Shri A. K. Joshi, Managing Director, Shri Pawan Kumar Malsaria, Chief Financial Officer and Shri Manoj Kumar Srivastava, Company Secretary of the Company are whole time Key Managerial Personnel (KMP) of the Company pursuant to the Companies Act, 2013.
INTERNAL FINANCIAL CONTROL
The Corporate Governance Policy guides the conduct of the affairs of your Company and clearly delineates the roles, responsibilities at each level of its key functionaries involved in governance. Your Company has in place adequate internal financial controls with reference to the Financial Statements. During the year under review, no reportable material weakness in the operation was observed. Regular audit and review processes ensure that such systems are reinforced on an ongoing basis. Details in respect of internal financial controls and their adequacy are included in the Management Discussion & Analysis Report.
RELATED PARTY TRANSACTIONS:
None of the transactions with related parties falls under the scope of section188 (1) of the Companies Act, 2013. There were no materially significant related party transactions made by the Company with Promoters, Key Managerial Personnel (KMP) or other designated persons which may have potential conflict with interest of the Company at large. All related party transactions that were entered into during the year under review were on arm''s length basis and in the ordinary course of the business. Particulars of the transactions are available in the financial statement.
DIRECTORS APPOINTMENT AND REMUNERAION POLICY:
The Company''s policy is to have an appropriate mix of executive and non executive and independent director to maintain the independence of the Board and separate its function of governance and management. As on March 31, 2017 the Board consisted of five members, two of whom are executive directors and three are independent directors. The Board has on the recommendation of the Nomination and Remuneration Committee framed a policy for selection and appointment of Directors, senior management and their remuneration including criteria for determining, qualifications, positive attributes, independence of a director and other matters as required pursuant to section 178(3) of the Companies Act, 2016. The remuneration policy is stated in Corporate Governance report which forms part of the annual report.
VIGIL MECHANISM / WHISTLE BLOWER POLICY:
Pursuant to Regulation 22 of the Listing Regulations read with the Act, the Company has a Vigil Mechanism/Whistleblower Policy to deal with instance of fraud and mismanagement, if any in the Company. In staying true to our values of Strength, Performance and Passion and in line with our vision of being one of the most respected Company''s in India, the Company is committed to the high standards of Corporate Governance and stakeholder responsibility. The Policy provides that the Company investigates such incidents, when reported, in an impartial manner and take appropriate actions to ensure that the requisite standards of the professional and ethical conduct are always upheld. It is the Company''s policy to ensure that no employee is victimized or harassed for bringing such incidents to the attention of the Company. The practice of the whistleblower policy is overseen by the Audit Committee of the Board and no employee has been denied access to the Committee. The Whistleblower Policy is available on the Company''s website www.goldentobacco.in
POLICY AND DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:
The Company has in place in Anti Sexual Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules there under and redressal of complaints of sexual harassment at work place. All employees (permanent, contractual, temporary, trainees) are covered under this policy. During the year under review, no complaints were reported to the Board.
AUDITORS: STATUTORY AUDITORS
In view of retirement of M/s Lodha & Co. Chartered Accountants, the statutory Auditors of the Company, at the conclusion of the 61st Annual General Meeting of the Company, the Board has recommended the appointment of M/s Bagaria & Co LLP (formerly Bagaria & Co.), Chartered Accountants as the statutory Auditors of the Company in their place for a term of five consecutive years from the conclusion of this AGM to conclusion to the conclusion of sixty-sixth AGM to be held on 2022. M/s Bagaria & Co. LLP have consented to their appointment as Statutory Auditors and have confirmed that, if appointed, the same will be accordance with Section 139 read with Section 141 of the Companies Act, 2103.
The Auditors report for the financial year 2016-17 does not contain any qualifications, reservations, or adverse remark. The Auditor''s report is enclosed with the financial statement in this annual report.
SECRETARIAL AUDITOR:
Pursuant to the provisions of Section 204 of the Act and rules framed there under, M/s Devesh Vimal & Co. Practising Company Secretaries was appointed as secretarial auditor to conduct the secretarial audit of the Company for the financial year 2016-17.
The secretarial audit report does not contain any qualification, reservations or adverse remark. The Board has also appointed M/s Devesh Vimal & Co. as secretarial auditor of the Company for the financial year 2017-18. The Secretarial audit report is enclosed as per annexure-1 which forms part the Board''s report.
EXTRACT OF ANNUAL RETURN:
Pursuant to section 92(3) of the Companies Act, 2013 read with rule 12 of the Companies (Management and Administration) Rules, 2014, the extract of the Annual Return for the financial year 2016-17 in form MGT-9 is annexed as per annexure-2 of the Board''s report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO:
The information on conversation of energy, technology absorption and foreign exchange earnings and outgo stipulated under section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 are enclosed as per annexure-3 of the Board''s report
SUBSIDIARY COMPANIES
The Company is having four Subsidiary Companies i.e. Golden Realty & Infrastructure Ltd., Golden Investment (Sikkim) Pvt. Ltd., GTC Inc B.V. and Western Express Industries Ltd. and Raigadh Papers Limited, the fellow subsidiary of Western Express Industries Limited as on March 31, 2017.
During the financial year the Western Express Industries Ltd., the subsidiary Company shifted its Registered Office from State of Maharashtra, Mumbai to State of Gujarat at Vadodara.
Pursuant to section 129(3) of the Companies Act, 2013, the Board and the Audit Committee have reviewed the affairs of the subsidiary companies. 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 subsidiaries. Pursuant to section 136 of the Companies Act, 2013 the audited financial statement and related information of the Company and audited accounts of each subsidiaries will be provided on request. These documents will be available for inspection during business hours at the registered office of the Company. A statement containing the salient features of the financial statement of subsidiaries in the prescribed format AOC-1 is annexed as per annexure 4 which forms the Board''s report.
CONSOLIDATED FINANCIAL STATEMENTS
Pursuant to Regulation 33 and 34 of the Listing Regulations read with other applicable provisions, the Company has prepared a Consolidated Financial Statements in accordance with Accounting Standard 21 of the ICAI for the financial year ended March 31, 2017 annexed to the financial statement of the Company in which forms part of the annual report.
INDUSTRIAL RELATIONS:
Your Company enjoyed cordial relationship with workers and employees at all levels.
BUSINESS RESPONSIBILITY REPORTING :
Pursuant to the Listing Regulations, the Business Responsibility Report (BRR) is applicable only to top 100 Listed Companies, based on the market capitalization of the preceding financial year i.e. March 31, 2017. Accordingly, the same is not applicable to your Company.
HUMAN RESOURCES DEVELOPMENT
Your Company''s Human Resources Management Systems and process are aimed to create a responsive market focused and customer centric and endeavors to move ahead with its most valuable resources, its employees. Your Company is engaged with a constructive relationship with employees and always believed that motivated employees are the core source, the competitive advantage and these are the continuous investments providing training and development programs an emphasis on productivity and efficiency and underline safe working practices etc.
PARTICULARS OF EMPLOYEES:
Pursuant to Section 197(12) of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement containing the names of employee in the financial year and in receipt of a remuneration of Rs.1.02 crores or more per annum or posted for part of the year and in receipt of Rs. 8.5 lakhs or more a month enclosed as per annexure 5 of the Board'' report.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:
During the year under review, no material significant orders were passed by any regulator / Hon''ble Courts etc., which would impact the going concern status of the Company and its future operations. However, under Regulation 30 of the Listing Regulations read with guidance note issued by the SEBI/Stock Exchanges from time to time, the Company has been reporting all the updates /major cases / litigations and other matters etc. from time to time as and when necessary to the Stock Exchanges.
BOARD EVALUATION
Pursuant to the provisions of the Companies Act, 2013 read with the Listing Regulations, the Board carried out an evaluation of its own performance as well as the directors individually. The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of criteria such as Board composition and structure, effectiveness of Board process, information and functioning etc. The Board and Nomination and Remuneration Committee (NRC) reviewed the performance of the individual directors. The Chairman of the Board /Committee was also evaluated on the key aspects of his roles mainly on Board dynamic and relationship, information flow, decision making, relationship with shareholders, company performance and strategy, tracking Board and Committee effectiveness etc.
In separate meeting of independent directors, performance of Non Independent Directors, performance of the Board as a whole and performance of the Chairman of the Board was evaluated, taking into account the views of Executive and Non Executive Directors including the performance of the Board, its Committees and individual directors. The same was discussed in the Board meeting that followed in the meeting of the Independent Directors.
CERTIFICATE ON CORPORATE GOVERNANCE
Pursuant to requirement of the Listing Regulations, a Certificate confirming material compliance by the Company with the provisions of Corporate Governance is given by M/s. Lodha & Co., Chartered Accountants, Mumbai, annexed with the Corporate Governance Report, which forms part of annual report.
MEETING OF THE BOARD OF DIRECTORS:
During the year under review, five meetings of the Board were held i.e. on May 23, 2016, August 12, 2016, September 21, 2016, November 14, 2016, and February 13, 2017. Details of meetings of the Board and their attendance are mentioned in the corporate governance report which farms part of annual report.
DECLARTAION BY INEPENDENT DIRECTORS:
The Company has received necessary declaration from each independent directors under section 149(7) of the Companies Act, 2013 that he/she meets the criteria of independent laid down in section 149 (6) of the Companies Act, 2013 and Regulation 25 of the Listing Regulations.
FAMILIARISATION PROGRAME FOR INDEPENDENT DIRECTORS:
The Company believes that a Board, which is well informed/familiarized with the Company, can contribute significantly to effectively discharge its role of trusteeship. All new independent directors inducted into a Board attend an orientation program. The details of familiarization programme are provided in the corporate governance report and also available on the Company''s website..www.goldentobacco.in.
CODE OF CONDUCT OF PREVENTAION OF INSIDER TRADING :
The Board of Directors of the Company has adopted the Insider Trading Policy in accordance with requirement of the Listing Regulations. The Company has adopted Golden Tobacco Limited - Code of Conduct for Prevention of Insider Trading Policy - 2015 and lays down guidelines and procedure to be followed and disclosure to be made while dealing with shares of the Company. The policy has been formulated to regulate, monitor and ensure reporting of deals of employee and maintain the highest ethical standards of dealing the Company''s securities. The insider trading policy of the Company covering code of practices and procedures for fair disclosure of unpublished price sensitive information and code of conduct for Prevention of Insider Trading is available on Company''s website.
AUDIT COMMITTEE:
The composition of the Audit Committee is in line with the provisions of Section 177 of the Act read with Regulation 18 of the Listing Regulations. The Chairman of the Audit Committee is an Independent Director. The Audit Committee of the Board provides reassurance to the Board on the existence of an effective internal control environment that ensures the efficiency and effectiveness of the operations of the Company and safeguarding of assets and adequacy of provisions for all liabilities. The details of meetings and their attendance are included in the Corporate Governance Report.
NOMINATION AND REMUNERATION COMMITTEE:
The composition of the Nomination and Remuneration Committee (NRC) is in line with the section 178 of the Companies Act, 2013 read with the Listing Regulations. The Committee is to determine overall Company''s Policy on remuneration packages and other terms and conditions of the appointment of the Executive Directors and senior management of the Company and sitting fees to the Non Executive Directors of the Company and also to approve payment of remuneration to Managing Directors or Whole Time Directors as decided by the members of the Company and recommends to the Board of Directors for their consideration and approval. The details of meetings and their attendance are included in the Corporate Governance Report.
STAKEHOLDERS RELATIONSHIP COMMITTEE:
The composition of the Stakeholders Relationship Committee (SRC) is in line with the section 178 of the Companies Act, 2013 and the Listing Regulations. The Committee is to look after the Stakeholders grievances and redressal of investors'' complaints related to transfer of shares, non receipt of balance sheet, non receipt of dividend etc. The details of meetings and their attendance are included in the Corporate Governance Report.
RISK MANAGEMENT COMMITTEE:
The composition of the Risk Management Committee is not applicable to your Company. However, the Company has voluntarily constituted the Risk Management Committee (RMC) which is in line with the section 134(3) of the Act read with regulation 21 of the Listing Regulations. The Company has framed Risk Management Policy which inter-alia covers financials, operational, regulatory and Legal and product and market risk etc. and to formulate a procedure for mitigation of risk which may threaten the existence of the Company. The details of meeting and their attendance are included in the Corporate Governance Report.
DIRECTORS''RESPONSIBILITY STATEMENT
Pursuant to Section 134 (5) of the Companies Act, 2013, the Board of Directors to the best of their knowledge and ability confirm that:
a) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;
b) the Director 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 and loss of the Company for the year under review;
c) the Director 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;
d) the Director have prepared the annual accounts on a going concern basis; and
e) the Director have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and
f) the Director have devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively;
based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the, internal ,statutory and secretarial auditors and the review performed by the management and the Audit Committee, the Board is of the opinion that the Company''s internal financial controls were adequate and effective during the financial year 2016-17.
ACKNOWLEDGEMENTS:
Your Directors express their deep gratitude and sincere appreciation for the whole-hearted assistance and co-operation extended to the Company by the Bankers, Financial Institutions, Business associates, Employees and all the Shareholders of the Company who have continued to repose utmost faith in the Company.
For and on behalf of the Board
Place : Mumbai Bharat B. Merchant A. K. Joshi
Date : May 29, 2017 Independent Director Managing Director
Mar 31, 2016
The Members,
The Directors present the 60th Annual Report along with the audited financial statements of the Company for the financial year ended March 31, 2016.
FINANCIAL HIGHLIGHTS
(Rs. in Lacs)
|
Particulars |
Current Year ended 31st March,2016 |
Previous year ended 31st March,2015 |
|
Profit/(Loss) before Interest, Depreciation, Exceptional item and Tax |
(1081.98) |
(634.90) |
|
(Less):Interest-Net |
(2470.53) |
(2307.45) |
|
(Less):Depreciation |
(104.08) |
(120.98) |
|
Profit/(Loss) before Taxation |
(3656.59) |
(3063.33) |
|
Provision for Taxation |
NIL |
NIL |
|
Profit/(Loss)after Taxation |
(3656.59) |
(3063.33) |
|
Exceptional Item-Income/(expense) |
NIL |
NIL |
|
(Loss) for the year |
(3656.59) |
(3063.33) |
|
(Loss) brought forward from previous year |
(19328.61) |
(15841.40) |
|
Depreciation charge in useful life |
(NIL) |
(423.88) |
|
(Loss) carried over to Balance Sheet |
(22985.20) |
(19328.61) |
PERFORMANCE OF THE COMPANY
During the year, the industry volume declined by 15-20% which affected the Company''s volume drastically. Increased grey market & illegal Cigarettes activities coupled with the increased excise and VAT are the factors which have adversely affected the organized sector of legal Cigarettes Industries at large. Moreover, the export performance of the Company was not achieved at the desired level mainly due to the drop in demand of international market due to change in the policy of the various countries which affected the exports of cigarettes business.
However the Company has initiated new measures to spread its wings in several new international markets with new brands to increase the export sales.
At the domestic front, the Company has launched a few more brands during the financial year and is exploring untapped markets to regain the lost volume.
Presently the Company is also focusing on domestic sales & marketing of the new pack size of 1, 2 and 3 cigarettes pack in view of the banned on sale of loose cigarettes by some states which in turn would increase the overall sales as well as contribution of the Company. Hence, your directors are optimistic of better performance in the current financial year.
BIFR STATUS
The Hon''ble Supreme Court vide its order dated May 12, 2016 in Civil Appeal No. 5038 of 2016 in the SLP No. 26747 of 2012 filed by the Income Tax Department, held that the Modified Draft Rehabilitation Scheme (MDRS) filed by the Company is not maintainable.
NEW REFERENCE TO BIFR
In the light of aforesaid order of the Hon''ble Supreme Court in the matter of Income Tax Department read with applicable provisions, if any of the Sick Industrial Companies (Special Provisions) Act, 1985 (SICA), the Board of Directors of the Company in its meeting held on May 23, 2016 has formed an opinion that the Company''s net worth is totally eroded as on March 31, 2016 and accordingly, decided to file a new reference before the Hon''ble BIFR under section 15(1) and other applicable provisions, if any of the SICA. The management expects sanction of a suitable Rehabilitation Package for revival of the Company.
REAL ESTATE BUSINESS:
The Company in the year 1982 has been authorized vide its Memorandum and Articles of Association to enter into a real estate business and accordingly, started its real estate business from the year 2007-2008 when its Hyderabad property was offered for Joint Development and executed a Joint Development Agreement with M/s Ashoka Builders Hyderabad. The commencement of the project was delayed due to several issues. Now all the approval has been obtained and the commencement of project is expected shortly. Earlier the Company has invested in real estate business through its wholly owned subsidiary Company to acquire certain development rights in respect of the property situated at New Delhi and the commencement for development of the said property is expected shortly. With regard to the Vile Parle Mumbai, property, the Company had executed a Memorandum of Understanding (MOU) with M/s Sheth Developers Pvt. Ltd. and Suraksha Realty Ltd. in December 2009 to jointly develop the said property. However, the development could not be proceeded with due to failure on part of the said parties to make remaining payment as agreed. Consequently, there were litigations between the parties on various issues. However, the Hon''ble Supreme Court vide its order dated May 12, 2016 decided that the said MOU was in violation of the sanctioned scheme. Hence, MOU loses its legal force and no rights would accrue to the parties.
The Hon''ble Supreme Court in its aforesaid order also held that the Income Tax Department shall be entitled to take necessary steps for attachment and sale of the Company''s properties including its Vile Parle, Mumbai property up to the principal amount, which is presently disputed and pending before various forum i.e. High Court/ ITAT etc. and also excise department demand up to admitted dues, subject to right of the secured creditors in the said properties. The Hon''ble Supreme Court has permitted parties to approach the Hon''ble BIFR for seeking clarification in respect of waiver of interest and penalties under the Income Tax Act.
In view of the aforesaid recent development, presently the Company is unable to carry on its real estate business as well as its present business up to its desired level of operations.
DIVIDEND
Your Directors do not recommend any dividend on equity shares of the Company in view of the carried forward losses,
SHARE CAPITAL:
The paid up Equity Capital of the Company as on March 31, 2016 was Rs.17,58,80,212 comprising of 1,76,00,802 equity shares of '' 10 each. During the year under review, the Company has neither bought back nor issued any kind of equity shares either by bonus or by right or stock option or sweat equity or otherwise.
FINANCE:
During the year under review, your Company continues to focus on judicious management of its working capital, receivables and inventories. Few working capital parameters and consequent obligation towards its bankers could not be fulfilled and lenders due to accumulated cash losses in the Company. However, the management is taking necessary steps to regularize the same.
DEPOSITS :
The Company has not accepted any deposits within the meaning of section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:
Loans, guarantees and investments covered under section 186 of the Companies Act, 2013 ("the Act") forms part of the Notes to the financial statements
PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:
Particulars of contracts or arrangements with related parties referred to section188 (1) of the Act. In the prescribed form AOC-2 is annexed as per Annexure - 6 of the Board''s Report.
CORPORATE SOCIAL RESPONSIBILITY ("CSR"):
The Company does not fall in any of the criteria of Corporate Social Responsibility ("CSR") as specified in section 135 (1) of the Companies Act, 2013 and accordingly, the Company is not required to comply with provisions of section 135 of the Act and rules framed there under.
CORPORATE GOVERNANCE:
The Company is committed to maximize the value of its stakeholders by adopting the principles of good Corporate Governance in line with the Act read with Regulation 24 of Listing Regulations. A separate report of Corporate Governance pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") are annexed with the report and forms part of Annual Report.
MANAGEMENT DISCUSSION AND ANALYSIS :
Pursuant to Regulation 34 of the Listing Regulations, the Management Discussion and Analysis Report is annexed with the report and forms part of this Annual Report.
ENVIRONMENT, OCCUPATIONAL HEALTH AND SAFETY :
Good environment as well as safe & healthy working conditions are at the root of the good performance. Your Company has been in a constant quest for providing to its employees, a very congenial work environment which will in turn add to the performance of the Company. Keeping in mind, the dynamism in the environment, your Company is continuously imparting requisite training to its employees in their respective fields of work.
Health and safety of our employees is of prime concern to us. The workplace is designed to abate the hazards naturally prone to our product. No accident or any pollution problem was noticed during the year. Care is taken to ensure that all laws pertaining to environment, pollution, health and safety of employees and other relevant enactments are being scrupulously adhered to. Our commitment towards the society in terms of providing a clean and healthy environment is of utmost concern and we pledge to take active efforts to preserve the same.
DIRECTORS AND KEY MANAGERIAL PERSONNEL ("KMP") :
As per provisions of the Companies Act, 2013 Shri Jaskaran S. Khurana retires by rotation at the ensuing 60th AGM and being eligible, seek reappointment. The Board recommends his re-appointment.
The Board of Directors has on the recommendation of the Nomination and Remuneration Committee (NRC) on its meeting held on May 23, 2016 re-appointed Shri Jaskaran S. Khurana as Whole Time Director and designated as Executive Director and Chief Operations of the Company for a period of three years effective from May 23, 2016, subject to the approval of the Members and other requisite authorities including Central Government.
Shri A.K.Joshi, Managing Director, Shri Pawan Kumar Malsaria, Chief Financial Officer and Shri Manoj Kumar Srivastava, Company Secretary of the Company is a Key Managerial Personnel (KMP) of the Company pursuant to the Companies Act, 2013.
INTERNAL FINANCIAL CONTROL
The Corporate Governance Policy guides the conduct of the affairs of your Company and clearly delineates the roles, responsibilities at each level of its key functionaries involved in governance .Your Company has in place adequate internal financial controls with reference to the Financial Statements. During the year under review no reportable material weakness in the operation was observed. Regular audit and review processes ensure that such systems are reinforced on an ongoing basis. Details in respect of internal financial controls and their adequacy are included in the Management Discussion & Analysis Report.
RELATED PARTY TRANSACTIONS:
None of the transactions with related parties falls under the scope of section 188 (1) of the Companies Act, 2013. There were no materially significant related party transactions made by the Company with Promoters, Key Managerial Personnel (KMP) or other designated persons which may have potential conflict with interest of the Company at large. All related party transactions that were entered into during the year under review were on arm''s length basis and in the ordinary course of the business. Particulars of the transactions are available in the financial statement.
DIRECTORS APPOINTMENT AND REMUNERAION POLICY:
The Company''s policy is to have and appropriate mix of executive and non executive and independent director to maintain the independence of the Board and separate its function of governance and management. As on March 31, 2016 the Board consist five members, two of whom are executive directors and three are independent directors. The Board has on the recommendation of the Nomination and Remuneration Committee framed a policy for selection and appointment of Directors, senior management and their remuneration including criteria for determining, qualifications, positive attribute independence of a director and other matters as required pursuant to section 178(3) of the Companies Act, 2016 the remuneration policy is stated Corporate Governance report which form of part the annual report.
VIGIL MECHANISM / WHISTLE BLOWER POLICY:
Pursuant to Regulation 22 of the Listing Regulations read with the Act, the Company has a Vigil Mechanism/Whistleblower Policy to deal with instance of fraud and mismanagement, if any in the Company. In staying true to our values of Strength, Performance and Passion and in line with our vision of being one of the most respected Company''s in India. The Company is committed to the high standards of Corporate Governance and stakeholder responsibility. The Policy provides that the Company investigates such incidents, when reported, in an impartial manner and take appropriate actions to ensure that the requisite standards of the professional and ethical conduct are always upheld. It is the Company''s policy to ensure that no employee is victimized or harassed for bringing such incidents to the attention of the Company. The practice of the whistleblower policy is overseen by the Audit Committee of the Board and no employee has been denied access to the Committee. The Whistleblower Policy is available on the Company''s website www.goldentobacco.in
POLICY AND DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE :
The Company has in place in Anti Sexual Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules there under and redressal of complaints of sexual harassment at work place. All employees (permanent, contractual, temporary, trainees) are covered under this policy. During the year under review, no complaints were reported to the Board.
AUDITORS:
STATUTORY AUDITORS
Pursuant to the provisions of Section 139 of the Act and the rules framed there under, M/s Lodha & Co., Chartered Accountants, Mumbai were appointed as statutory auditors of the Company at the Annual General Meeting held on September 22, 2014 to hold office till the Annual General Meeting to be held in the calendar year 2017. The appointment of the auditor shall be placed for ratification every Annual General Meeting. Accordingly, the appointment of Lodha & Co. as statutory auditors of the company is placed for ratification by the shareholders.
The Auditors report for the financial year 2015-16 does not contain any qualifications, reservations, or adverse remark. The auditor''s report is enclosed with the financial statement in this annual report.
SECRETARIAL AUDITOR:
Pursuant to the provisions of Section 204 of the Act and rules framed there under M/s Devesh Vimal & Co. Practicing Company Secretaries was appointed as secretarial auditor to conduct the secretarial audit of the Company for the financial year 2015-16. The secretarial audit report does not contain any qualification, reservations or adverse remark. The Board has appointed M/s. Devesh Vimal & Co. as Secretarial Auditor of the Company for the financial year 2016-17. The Secretarial audit report is enclosed as per annexure-1 which forms part the Board''s report.
EXTRACT OF ANNUAL RETURN:
Pursuant to section 92(3) of the Companies Act, 2013 read with rule 12 of the Companies (Management and Administration) Rules, 2014, the extract of the Annual Return for the financial year 2015-16 in form MGT-9 is enclosed as per annexure-2 of the Board''s report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO:
The information on conversation of energy, technology absorption and foreign exchange earnings and outgo stipulated under section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is enclosed as per annexure-3 of the Board''s report.
SUBSIDIARY COMPANIES
The Company is having four Subsidiary Companies i.e. Golden Realty & Infrastructure Ltd., Golden Investment (Sikkim) Pvt. Ltd., GTC Inc B.V. and Western Express Industries Ltd. and Raigadh Papers Limited, the fellow subsidiary of Western Express Industries Limited as on March 31, 2016.
Pursuant to section 129(3) of the Companies Act, 2013, the Board and the Audit Committee has reviewed the affairs of the subsidiary companies. 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 subsidiaries. Pursuant to section 136 of the Companies Act, 2013 the audited financial statement and related information of the Company and audited accounts of each subsidiaries will be provided on request. These documents will be available for inspection during business hours at the registered office of the Company. A statement containing the salient features of the financial statement of subsidiaries in the prescribed format AOC-1 is annexed as per annexure 4 which forms the Board''s report.
CONSOLIDATED FINANCIAL STATEMENTS
Pursuant to Regulation 33 & 34 of Listing Regulations read with other applicable provisions, the Company has prepared a Consolidated Financial Statements accordance with Accounting Standard 21 of the ICAI for the financial year ended March 31,2016 financial statement of the Company annexed which forms part of the annual report.
INDUSTRIAL RELATIONS:
Your Company enjoyed cordial relationship with workers and employees at all levels.
BUSINESS RESPONSIBILITY REPORTING :
Pursuant to the Listing Regulations the Business Responsibility Report (BRR) is applicable only to top 100 Companies, based on the market capitalization of the preceding financial year i.e. March 31, 2015. Accordingly, the same is not applicable to your Company.
Your Company''s Human Resources Management Systems and process are aimed to create a responsive market focused and customer centric and endeavors to move ahead with its most valuable resources, its employees. Your Company is engaged with a constructive relationship with employees and always believed that motivated employees are the core source are the competitive advantage and these are the continuous investments providing training and development programs an emphasis on productivity and efficiency and underline safe working practices etc.
HUMAN RESOURCES DEVELOPMENT
Your Company''s Human Resources Management Systems and process are aimed to create a responsive market focused and customer centric and endeavors to move ahead with its most valuable resources, its employees. Your Company is engaged with a constructive relationship with employees and always believed that motivated employees are the core source are the competitive advantage and these are the continuous investments providing training and development programs an emphasis on productivity and efficiency and underline safe working practices etc.
PARTICULARS OF EMPLOYEES:
Pursuant to Section 197(12) of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. A statement containing the names of employee in the financial year and in receipt of a remuneration of Rs. Sixty Lakhs or more or posted for part of the year and in receipt of Rs. Five Lakhs or more a month enclosed as per annexure 5 of the Board'' report.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATOR / COURTS:
During the year under review, no material significant orders were passed by any regulator / Hon''ble Courts etc., which would impact the going concern status of the Company and its future operations. However, under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015 read with guidance note issued by the SEBI/Stock Exchanges from time to time, the Company has been reporting all the updates /major cases / litigations and other matters etc. from time to time as and when necessary to the Stock Exchanges.
FRESH LISTING AGREEMENT:
The Securities Exchange Board of India (SEBI) on September 2, 2015, issued SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") with the aim to consolidate and streamline the provisions of the Listing Regulations for different segment of capital market to ensure better enforceability. The said regulations w.e.f. December 1, 2015. Accordingly, all listed entities were required to enter in a Listing Agreement within six month from the effective date. Your Company has entered into a fresh Listing Agreement with BSE Ltd. and National Stock Exchange of India Ltd. The Annual listing fee for the period 2016-17 have been paid to both the stock exchanges.
BOARD EVALUATION
Pursuant to the provisions of the Companies Act, 2013 read with Listing Regulations, the Board carried out an evaluation of its own performance as well as the directors individually. The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of criteria such as Board composition and structure, effectiveness of Board process, information and functioning etc. The Board and Nomination and Remuneration Committee (NRC) reviewed the performance of the individual directors. The Chairman of the Board /Committee was also evaluated on the key aspects of his roles mainly on Board dynamic and relationship, information flow, decision making, relationship with shareholders, company performance and strategy, tracking Board and Committee effectiveness etc.
In separate meeting of independent directors, performance of Non Independent Directors, performance of the Board as a whole and performance of the Chairman of the Board was evaluated, taking into account the views of Executive and Non Executive Directors including the performance of the Board, its Committees and individual directors. The same was discussed in the Board meeting that followed in the meeting of the Independent Directors.
CERTIFICATE ON CORPORATE GOVERNANCE
Pursuant to requirement of Listing Regulation a Certificate confirming material compliance by the Company with the provisions of Corporate Governance is given by M/s. Lodha & Co., Chartered Accountants, Mumbai, annexed with the Corporate Governance Report, which forms part of annual report.
MEETING OF THE BOARD OF DIRECTORS:
During the year under review, five meetings of the Board were held i.e. on May 25, 2015, August 12, 2015, September 25, 2015, November 06, 2015, and February 11, 2016. Details of meetings of the Board and their attendance are mentioned in the corporate governance report which farms part of annual report.
DECLARTAION BY INEPENDENT DIRECTORS:
The Company has received necessary declaration from each independent directors under section 149(7) of the Companies Act, 2013 that he/she meets the criteria of independent laid down in section 149 (6) of the Companies Act, 2013 and Regulation 25 of the Listing Regulations.
FAMILIARISATION PROGRAME FOR INDEPENDENT DIRECTORS:
The Company believes that a Board, which is well informed /familiarized with the Company, can contribute significantly to effectively discharge its role of trusteeship. All new independent directors inducted into a Board attend an orientation programme. The details of familiarization programme are provided in the corporate governance report and also available on the Company''s website..www.goldentobacco.in.
CODE OF CONDUCT OF PREVENTAION OF INSIDER TRADING :
The Board of Directors of the Company has adopted the Insider Trading Policy in accordance with requirement of Listing Regulations. The Company has adopted Golden Tobacco Limited - Code of Conduct for Prevention of Insider Trading Policy - 2015 and lays down guidelines and procedure to be followed and disclosure to be made while dealing with shares of the Company. The policy has been formulated to regulate, monitor and ensure reporting and maintain the highest ethical standards of dealing the Company''s securities. The insider trading policy of the Company covering code of practices and procedures for fair disclosure of unpublished price sensitive information and code of conduct for Prevention of Insider Trading is available on Company''s website.
AUDIT COMMITTEE:
The composition of the Audit Committee is in line with the provisions of Section 177 of the Companies Act, 2013 read with Regulation 18 of the Listing Regulations the Chairman of the Audit Committee is an Independent Director. The Audit Committee of the Board provides reassurance to the Board on the existence of an effective internal control environment that ensures the efficiency and effectiveness of the operations of the Company and safeguarding of assets and adequacy of provisions for all liabilities. The details of meetings and their attendance are included in the Corporate Governance Report.
NOMINATION AND REMUNERATION COMMITTEE:
The composition of the Nomination and Remuneration Committee (NRC) is in line with the section 178 of the Companies Act, 2013 read with Regulation. The Committee is to determine overall Company''s Policy on remuneration packages and other terms and conditions of the appointment of the Executive Directors and senior management of the Company and sitting fees to the Non Executive Directors of the Company and also to approve payment of remuneration to Managing Director or Whole Time Directors as approved by the members of the Company and recommends to the Board of Directors for their consideration and approval. The details of meetings and their attendance are included in the Corporate Governance Report.
STAKEHOLDERS RELATIONSHIP COMMITTEE:
The composition of the Stakeholders Relationship Committee (SRC) is in line with the section 178 of the Companies Act, 2013 and Listing Regulation. The Committee is to look after the Stakeholders grievances and redress of investors'' complaints related to transfer of shares, non receipt of balance sheet, non receipt of dividend etc. The details of meetings and their attendance are included in the Corporate Governance Report.
RISK MANAGEMENT COMMITTEE:
The composition of the Risk Management Committee is not applicable to your Company. However, the Company has voluntarily constituted the Risk Management Committee (RMC) which is in line with the section 134(3) of the Companies Act, 2013 read with regulation 21 of the Listing Regulations. The Company has framed Risk Management Policy which inter-alia covers financials, operational, regulatory and Legal and product and market risk etc. and to formulate a procedure for mitigation of risk which may threaten the existence of the Company. The details of meetings and their attendance are included in the Corporate Governance Report.
DIRECTORS''RESPONSIBILITY STATEMENT
Pursuant to Section 134 (5) of the Companies Act, 2013, the Board of Directors to the best of their knowledge and ability confirm that:
a) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;
b) they 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 and loss of the Company for the year under review;
c) they 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;
d) they have prepared the annual accounts on a going concern basis;
e) they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and
f) they have devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively;
based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the, internal, statutory and secretarial auditors and the review performed by the management and the Audit Committee, the Board is of the opinion that the Company''s internal financial controls were adequate and effective during the financial year 2015-16.
ACKNOWLEDGEMENTS:
Your Directors express their deep gratitude and sincere appreciation for the whole-hearted assistance and co-operation extended to the Company by the Bankers, Financial Institutions, Business associates, Employees and all the Shareholders of the Company who have continued to repose utmost faith in the Company.
For and on behalf of the Board
Place : Mumbai Bharat B. Merchant A. K. Joshi
Date : May 23, 2016 Independent Director Managing Director
Mar 31, 2014
The Members,
The Directors have pleasure in presenting the Fifty-Eighth Annual
Report together with the Audited Accounts for the year ended March 31,
2014:
FINANCIAL HIGHLIGHTS (Rs in Lacs)
Particulars Current Previous
Year ended Year ended
31st March 31st March
2014 2013
Profit/(Loss) before Interest, Depreciation,
Exceptional item and Tax (188.25) (1404.50)
(Less):Interest-Net (2558.01) (2324.71)
(Less):Depreciation (108.64) (125.22)
Profit/(Loss) before Taxation (2478.40) (3854.43)
Provision for Taxation NIL NIL
Profit/(Loss)after Taxation (2478.40) (3854.43)
Exceptional Item-Income/(expense) 288.32 (487.30)
(Loss) for the year (2190.08) (4341.73)
(Loss) brought forward from previous year (13651.32) (9309.59)
(Loss) carried over to Balance Sheet (15841.40) (13651.32)
PERFORMANCE OF THE COMPANY
During the year, despite a decline in industry volume, the Company
volume improved by 11% compared to the previous year. Increased grey
market activities coupled with steep excise and VAT increases are the
factors that have adversely affected the organized sector.
Your Company has been able to achieve some growth through launch of GGF
65mm and also through distribution extensions of Panama Deluxe Filter.
The consumers'' response to both these brands is favorable and your
Directors are confident of increased turnover. On the export front,
several new markets with new brands have been opened up and regular
orders have started flowing in. This is likely to result in not only
increased turnover but increase in bottom line also.
DIVIDEND
Your Directors do not recommend any dividend on equity shares of the
Company in view of the carried forward losses. STATUS OF BIFR SCHEME
As per the Hon''ble Delhi High Court order, the Company has filed
Modified Draft Rehabilitation Scheme before the Hon''ble BIFR for
extension of implementation of Scheme period which was in operation up
to 31st March, 2011. Accordingly, Hon''ble BIFR has appointed Canara
Bank as monitoring agency to appraise the Scheme and submit the final
report to them for their consideration. In pursuit of the recent
direction given by the BIFR, the Company has submitted amended MDRS to
Canara Bank for their examination and onward submission to the BIFR for
their consideration.
REAL ESTATE DEVELOPMENT
The Company had started the Real Estate Business in the year 2007-2008,
when its Hyderabad property was offered for Joint Development and the
Company also entered into a Memorandum of Understanding in the year
2009-10 with reputed developers to jointly develop its Vile Parle,
Mumbai property. However, the development could not be proceeded
because of the failure of the parties to make further payment as agreed
as also in view of filing of suit by the Company''s minority
shareholders in the Hon''ble City Civil Court Mumbai challenging the MOU
signed by the Company with the developers for Vile Parle property. The
Hon''ble Court has granted ad-interim stay in respect of operation of
the MOU.
However, your Directors are exploring the avenues for the purpose.
Beside the above, the Hon''ble Supreme Court has also put an embargo for
disposal of the said property. As already decided by the Company to
develop the property on its own and in line of the same, the Company,
in the Modified Draft Rehabilitation Scheme (MDRS) submitted to the
Hon''ble BIFR, has sought to refund the advances received from the
developers since the Company is hopeful of raising the fund as and
when, the sale of the prospective/constructed sale of the proposed
development of the said property would take place. In view of this, the
Company is in dialogue with some strategic investors who would infuse
the required fund for the purpose of the said development of property.
Central Excise department litigation is pending before the Hon''ble BIFR
and Hon''ble AAIFR. However, the Income Tax department litigation is
pending with the Hon''ble Supreme Court. Hence, at present, the Company
is unable to proceed in its real estate business. However, the
Management is hopeful to resolve the said issues in Company''s favour.
Your Directors are therefore optimistic of commencement of real estate
business on receipt of approval of MDRS which is pending before the
BIFR.
As regards Hyderabad property, the existing developer has expressed his
inability to proceed in the development agreement. The Company has now
floated enquiry in the market to identify some strategic
investors/developers for the development of the said property. Now
after a gap of a long period, the real estate market scenario is
gradually moving upwards and the Company is in lookout for right
opportunity to enter into the market and find a strategic investor to
raise the required fund for the development of the said property.
CORPORATE GOVERNANCE
The Company is committed to maximize the value of its stakeholders by
adopting the principles of good Corporate Governance in line with the
provision of law and in particular those stipulated in the Listing
Agreement with the Stock Exchange(s). A separate report of Corporate
Governance stipulated under Clause 49 of the Listing Agreement forms
part of the Annual Report.
MANAGEMENT DISCUSSION AND ANALYSIS
Management Discussion and Analysis Report is given under the separate
head where the detailed operational performance of the Company has been
comprehensively discussed, which forms part of Directors'' Report.
ENVIRONMENT, OCCUPATIONAL HEALTH AND SAFETY
Good environment as well as safe & healthy working conditions are at
the root of the good performance. Your Company has been in a constant
quest for providing to its employees, a very congenial work environment
which will in turn add to the performance of the Company. Keeping in
mind the dynamism in the environment, your Company is continuously
imparting requisite training to its employees in their respective
fields of work.
Health and safety of our employees is of prime concern to us. The
workplace is designed to abate the hazards naturally prone to our
product. No accident or any pollution problem was noticed during the
year. Care is taken to ensure that all laws pertaining to environment,
pollution, health and safety of employees and other relevant enactments
are being scrupulously adhered to. Our commitment towards the society
in terms of providing a clean and healthy environment is of utmost
concern and we pledge to take active efforts to preserve the same.
BOARD OF DIRECTORS
As per section 256 of the Companies Act, 1956 and the Articles of
Association of the Company, Shri R. R. Kumar and Shri V.K.Bhandari,
Directors of the Company are liable to retire by rotation at the
forthcoming Annual General Meeting and being eligible offer themselves
for re-appointment. During the year under review, Shri Sanjay Dalmia
Shri Anurag Dalmiya, Shri J.P. Khetan, Shri V. Anish Babu and Shri
Rishabh Jain resigned from the Directoship of the Company. Shri Ved
Berry, Whole-time Director also resigned from the Directorship of the
Company. Your Directors have appreciation for valuable contributions
made by them.
PARTICULARS OF EMPLOYEES
The particulars of employees drawing remuneration of Rs. 60 lacs per
annum or Rs. 5.00 lacs per month for part of the year or more pursuant to
provisions of Section 217(2A) of the Companies Act, 1956, read with the
Companies (Particulars of Employees) Rules 1975 are set out below:
DIRECTORS'' RESPONSIBILITY STATEMENT:
As required under section 217 (2AA) of the Companies Act, 1956, your
Directors confirm:
i. That the preparations of the annual accounts and applicable
accounting standards have been followed along with proper explanations
relating to material departures.
ii. That 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 and of the
loss of the Company for the year under review.
iii. That the Directors have taken proper and sufficient 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.
iv. That the Directors have prepared annual accounts on a going concern
basis.
AUDITORS'' REPORT:
Emphasis of Matter:
We draw attention to the paragraph of "emphasis of matter " of the
Auditor''s Report, without considering the same as qualification as
follows :
(a) There is substantial diminution in the carrying value of certain
long term investments, particularly in respect of quoted investments-
the diminution being Rs. 3,45,31,403 as compared to its market value
which in the opinion of the management, is temporary and no
provisioning is considered necessary at this stage as the same are long
term and of strategic in nature. (Refer note no.9.1)
(b) Overdue advances of Rs. 9,99,70,868 and an investment made of Rs.
2,31,20,000 in Western Express Industries Limited (WEIL), a wholly
owned subsidiary company has accumulated losses far in excess of its
paid up capital and reserves & surplus. As explained, the management is
hopeful of recovering/realizing the same in due course of time in view
of expected revival of activities/development in the said subsidiary.
(Refer note no. 10.1)
AUDITORS
M/s. Lodha and Co., Chartered Accountants, statutory auditors, retire
at the ensuing Annual General Meeting and have furnished their consent
for reappointment, if made, as well as requisite certificate. You are
requested to reappoint them as Statutory Auditors from the conclusion
of 58th Annual General Meeting upto the conclusion of 61st Annual
General Meeting and fix their remuneration. SUBSIDIARY COMPANY &
CONSOLIDATED FINANCIAL STATEMENTS
The Consolidated Financial Statements enclosed with the accounts are
prepared in accordance with Accounting Standard 21. In view of the
general exemption granted by the Ministry of Corporate Affairs, the
Report and Accounts of subsidiary companies are not required to be
attached to your Company''s Accounts. Shareholders desirous of obtaining
the report and accounts of your Company''s subsidiaries may obtain the
same upon request. The report and accounts of the subsidiary companies
will be kept for inspection at your Company''s Registered Office and
those of subsidiary companies viz. The Golden Realty & infrastructure
Limited, Golden Investment (Sikkim) Private Limited, Western Express
Industries Limited, GTC INC B.V. and Raigadh Papers Limited, a
subsidiary of Western Express Industries Limited are the subsidiary
companies of your Company.
OTHER INFORMATION
Certificate, as required under Clause 49 of the Listing Agreement with
the Stock Exchanges in India, confirming compliance by the Company with
the provisions of Corporate Governance as given by the Auditors, M/s.
Lodha and Co., Chartered Accountants, declaration by the CEO certifying
compliance with the Code of Conduct of the Company and Certificate
given by the CEO and CFO as required under the Listing Agreement are
annexed herewith. Information pursuant to 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 relating to
Foreign Exchange Earnings and Outgo, Conservation of Energy and
Technology Absorption and Export Market Developments is also provided
as an annexure to this report. Additional disclosures in the form of
Consolidated Financial Statements and Related Party Transactions have
been made by your Company in compliance with the Listing Agreement.
ACKNOWLEDGEMENTS
Your Directors express their deep gratitude and sincere appreciation
for the whole-hearted assistance and co-operation extended to the
Company by the Bankers, Financial Institutions, Business associates,
Employees and all the Shareholders of the Company who have continued to
repose utmost faith in the Company.
For and on behalf of the Board
Place : Mumbai R. R. Kumar A. K. Joshi
Dated : May 27, 2014 Director Managing Director
Mar 31, 2013
To, The Members,
The Directors have pleasure in presenting the Fifty-Seventh Annual
Report together with the Audited Accounts for the year ended 31st
March, 2013:
FINANCIAL HIGHLIGHTS
(Rs. in Lacs)
Particulars Current Year ended Previous year ended
31st March,2013 31st March,2012
Profit/(Loss) before Interest,
Depreciation, Exceptional
item and Tax (1361.95) (531.90)
Interest-Net 2324.71 2266.45
Depreciation 125.22 105.02
Profit/(Loss) before Taxation (3811.88) (2903.38)
Provision for Taxation 1.36 1.40
Profit/(Loss)after Taxation (3813.24) (2904.78)
Exceptional Item 528.49 Nil
(Loss) for the year (4341.73) (2904.78)
(Loss) brought forward from
previous year (9309.59) (6404.81)
(Loss) carried over to Balance Sheet (13651.32) (9309.59)
PERFORMANCE OF THE COMPANY
During the year, despite a decline in industry volume, the Company
volume improved by 11% compared to the previous year. Increased grey
market activities coupled with steep excise and VAT increases are the
factors that have adversely affected the organized sector.
Your Company has been able to achieve growth through launch of products
in the new 65mm category i.e Panama Delux Filter- HLP and SS, PPF,
Delux Filter, Style 69 etc. and also intensified rural penetration. The
response from the market is encouraging and your Directors are hopeful
of in creased turnover. The export market performance continues to be
on increasing path. Several new markets have been opened up and new
brand names have been added. This is likely to increase top line as
well as bottom line and increase the contribution of the Company in the
coming financial year.
DIVIDEND
Your Directors do not recommend any dividend on equity shares of the
Company in view of the carried forward losses.
STATUS OF BIFR SCHEME
As per the Honble Delhi High Court order, the Company has filed
Modified Draft Rehabilitation Schem e before the Honble BIFR for
extension of implementation of Scheme period which was in operation up
to 31st March, 2011. Accordingly, Honble BIFR has appointed Canara Bank
as monitoring agency to appraise the Scheme and submit the final report
to them for their consideration. Further as per the recent direction
given by the BIFR, the Company has to submit amended MDRS to Canara
bank for their examination and onward submission to the BIFR for their
consideration. The Company is in the process of submitting the same.
REAL ESTATE DEVELOPMENT
The Company had started the Real Estate Business in the year 2007-2008,
when its Hyderabad property was offered for Joint Development and the
Company also entered into a Memorandum of Understanding in the year
2009-10 with reputed developers to jointly develop its Vile Parle,
Mumbai property. However, the development could not be proceeded
because of the failure of the parties to make further payment as agreed
as also in view of filing of suit by the Companys minorit y
shareholders in the Honble City Civil Court, Mumbai challenging the MOU
signed by the Company with the developers for Vile Parle property. The
Honble Court has granted ad-interim stay in respect of operation of the
MOU.
Besides the above, the Honb'' le Supreme Court has also put an embargo
for disposal of the said proper ty. As already decided by the Company
to develop the property on its own and in line with the same, the
Company, in the Modified Draft Rehabilitation Scheme (MDRS) submitted
to the Honb'' le BIFR, has sought to refund the advances received from
the dev elopers since the Company is hopeful of raising the fund as and
when the sale of the prospective/constructed sale of the proposed
development of the said property would take place. In view of this, the
Company is in dialogue with some strategic investors who would infuse
the required fund for the purpose of the said development of property.
Central Excise department litigation is pending before the Honb'' le
BIFR and Honb'' le AAIFR. However, the Income Tax department litigation
is pending with the Honb'' le Supreme Court. Hence, at present, the
Company is unable to pr oceed in its real estate business. However, the
management is hopeful to resolve the said issues in Companys'' favour.
Your Di rectors are therefore optimistic of commencement of real estate
business on receipt of approval of MDRS which is pending before the
BIFR. As regards Hyderabad property, the existing developer has
expressed his inability to proceed in the development agreement. The
Company has now floated enquiry in the market to identify some
strategic investors/developers for the development of the said
property. Now after a gap of a long period, the real estate market
scenario is gradually moving upwards and the Company is in lookout for
right opportunity to enter into the market and find a strategic
investor to raise the required fund for the development of the said
property.
CORPORATE GOVERNANCE
The Company is committed to maximize the value of its stakeholders by
adopting the principles of good Corporate Governance in line with the
provisions of laws and in particular those stipulated in the Listing
Agreement with the Stock Exchange(s). A separate report on Corporate
Governance stipulated under Clause 49 of the Listing Agreement forms
part of the Annual Report.
MANAGEMENT DISCUSSION AND ANALYSIS
Management Discussion and Analysis Report is given under the separate
head where the detailed operational performance of the Company has been
comprehensively discussed, which forms part of Directors ''Report.
ENVIRONMENT, OCCUPATIONAL HEALTH AND SAFETY
Good environment as well as safe & healthy working conditions are at
the root of the good performance. Your Company has been in a constant
quest for providing to its employees, a very congenial work environment
which will in turn add to the performance of the Company. Keeping in
mind, the dynamism in the environment, your Company is continuously
imparting requisite training to its employees in their respective
fields of work.
Health and safety of our employees is of prime concern to us. The
workplace is designed to abate the hazards naturally prone to our
product. No accident or any pollution problem was noticed during the
year. Care is taken to ensure that all laws pertaining to environment,
pollution, health and safety of employees and other relevant enactments
are being scrupulously adhered to. Our commitment towards the society
in terms of providing a clean and healthy environment is of utmost
concern and we pledge to put in active efforts to preserve the same.
BOARD OF DIRECTORS
As per section 256 of the Companies Act, 1956 and the Articles of
Association of the Company, Shri Sanjay Dalmia, Chairman, Shri Anurag
Dalmia, Vice Chairman and Shri Bharat B. Merchant, Directors of the
Company are liable to retire by rotation at the forthcoming Annual
General Meeting and being eligible offer themselves for re-appointment.
PARTICULARS OF EMPLOYEES
The particulars of employees drawing remuneration of Rs. 60 lacs per
annum or Rs. 5.00 lacs per month for part of the year or more pursuant to
provisions of Section 217(2A) of the Companies Act, 1956, read with the
Companies (Particulars of Employees) Rules 1975 are set out below:
Note :
1. Remuneration includes Salary, Allowances and Contribution to
retiral benefits and monitory value of perquisites at cost of the
Company.
2. He does not hold any shares of the Company by himself or their
spouse and dependent children.
3. His service is of contractural nature.
DIRECTORS ''RESPONSIBILITY STATEMENT :
As required under section 217 (2AA) of the Companies Act, 1956, your
Directors confirm:
i. That the preparations of the annual accounts and applicable
accounting standards have been followed along with proper explanations
relating to material departures.
ii. That 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 and of the
loss of the Company for the year under review.
iii. That the Directors have taken proper and sufficient 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.
iv. That the Directors have prepared annual accounts on a going
concern basis.
AUDITORS ''REPORT:
Emphasis of Matter:
We draw attention to the paragraph of "emphasis of matter " of the
Auditors'' Report, without conside ring the same as qualification as
follows :
(a) There is substantial diminution in the carrying value of certain
long term investments, particularly in respect of quoted investments-
the diminution being Rs. 3,45,31,403 as compared to its market value
which in the opinion of the management, is temporary and no
provisioning is considered necessary at this stage as the same are long
term and of strategic in nature. (Refer note no.9.1)
(b) Overdue advances of Rs. 9,94,60,043 and an investment made of Rs.
2,31,20,000 in Western Express Industries Limited (WEIL), a wholly
owned subsidiary company has accumulated losses far in excess of its
paid up capital and reserves & surplus. As explained, the management is
hopeful of recovering/realizing the same in due course of time in view
of expected revival of activities/development in the said subsidiary.
(Refer note no. 10.1)
AUDITORS
M/s. Lodha and Co., Chartered Accountants, statutory auditors, retire
at the ensuing Annual General Meeting and have confirmed that their
reappointment, if made, would be within prescribed limit under section
224(1B) of the Companies Act 1956.
COST AUDITORS
Your Directors have appointed M/s Diwanji & Co, Cost Accountants, as
the Cost Auditors of the Company, in compliance with the Companies
(Cost Accounting Records ) Rules 2011 and pursuant to MCA Order
No.F.No.52/26/CAB-2010 dated Nov. 6, 2012 and as amendment time to
time.
SUBSIDIARY COMPANY & CONSOLIDATED FINANCIAL STATEMENTS
The Consolidated Financial Statements enclosed with the accounts are
prepared in accordance with Accounting Standard 21. In view of the
general exemption granted by the Ministry of Corporate Affairs, the
Report and Accounts of subsidiary companies are not required to be
attached to your Companys'' Accounts. Shareholders desirous of obtaining
the repor t and accounts of your Companys'' subsidiaries may obtain the
same upon request. The report and accounts of the subsidiary c ompanies
will be kept for inspection at your Companys'' Registered Office and
those of subsidiary companies. The Golden Realty & infrastructure
Limited, Golden Investment (Sikkim) Private Limited, Western Express
Industries Limited, GTC INC B.V. and Raigadh Papers Limited, a
subsidiary of Western Express Industries Limited are the subsidiary
companies of your Company.
OTHER INFORMATION
Certificate, as required under Clause 49 of the Listing Agreement with
the Stock Exchanges in India, confirming compliance by the Company with
the provisions of Corporate Governance as given by the Auditors, M/s.
Lodha and Co., Chartered Accountants, declaration by the CEO certifying
compliance with the Code of Conduct of the Company and Certificate
given by the CEO and CFO as required under the Listing Agreement are
annexed herewith. Information pursuant to 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 relating to
Foreign Exchange Earnings and Outgo, Conservation of Energy and
Technology Absorption and Export Market Developments is also provided
as an annexure to this report. Additional disclosures in the form of
Consolidated Financial Statements and Related Party Transactions have
been made by your Company in compliance with the Listing Agreement.
ACKNOWLEDGEMENTS
Your Directors express their deep gratitude and sincere appreciation
for the whole-hearted assistance and co-operation extended to the
Company by the Government, Bankers, Financial Institutions, Business
associates, Employees and all the Shareholders of the Company who have
continued to repose utmost faith in the Company.
For and on behalf of the Board
Place : New Delhi Sanjay Dalmia
Dated :May 23, 2013 Chairman
Mar 31, 2012
The Directors have pleasure in presenting the Fifty-Sixth Annual
Report together with the Audited Accounts for the year ended 31st
March, 2012:
FINANCIAL HIGHLIGHTS
(Rs. in Lacs)
Particulars Current
year Ended Previous
year Ended
31.03.2012 31.03.2011
Profit/(Loss) before Interest, Depreciation,
Exceptional item and Tax (531.90) (1554.55)
Interest-Net 2266.45 1679.66
Depreciation 105.02 152.52
Profit/(Loss) before Taxation 2903.38 (3386.73)
Provision for Taxation 1.40 1.60
Profit/(Loss) after Taxation (2904.78) (3386.33)
Loss brought from previous year (6404.81) 3016.48
Loss carried over to Balance Sheet (9309.59) (6404.81)
PERFORMANCE OF THE COMPANY
During the year the performance of the Company is deteriorated in view
of drop in the turnover compared to previous year mainly due to rapid
increase of grey market and increasing in VAT ranging as high as
between 20 to 40% in few state. During the year, the Company has
launched aromatic new brands of cigarettes viz. Koffee and Pan Aroma.
The response from the market is encouraging and your Company is hopeful
of increase in the turnover. The export market performance has improved
and the Company is expected to spread its wings in few more countries
as well increase the number of brands which inturn would contribute to
the Company's turnover for the next financial year.
DIVIDEND
Your Directors do not recommend any dividend on equity shares of the
Company in view of the carried forward losses,
STATUS OF BIFRSCHEME
As per the Hon'ble Delhi High Court order the Company has filed
Modified Draft Rehabilitation Scheme before the Hon'ble BIFR for
extension of implementation of Scheme period which was in operation up
to 31st March, 2011. Accordingly, Hon'ble BIFR has appointed Canara
Bank as monitoring agency to appraise the Scheme and submit the final
report to them for their consideration.
SHIFTING OF REGISTERED OFFICE
Registered Office of Your Company shifted from Tobacco House, Vile
Parle (W), S.V.Road, Mumbai to At Darjipura ,PostAmliyara, Dist.
Vadodara, Gujarat w.e.f. 25th 0ctber,2011 consequent to approval of
Company Law Board Mumbai Bench and other requisite authority.
REAL ESTATE DEVELOPMENTS
The Company had started the Real Estate Business in the year 2007-2008,
when its Hyderabad property was offered for Joint Development and the
Company also entered into a Memorandum of Understanding (MOU) in the
year 2009-10 with reputed developers to jointly develop its Vile Parle,
Mumbai property. However, the development could not be proceeded
because the parties failed to make further payment as agreed. Apart
from the above, the Company's minority shareholders have filed a suit
in the Hon'ble City Civil Court Mumbai challenging the MOU signed by
the Company with the developers for Vile Parle property. The Hon'ble
Court has granted ad- interim stay in respect of operation of the MOU.
Consequent to the above, the Company in the Modified Draft
Rehabilitation Scheme (MDRS) submitted to the Hon'ble BIFR has sought
to refund the advances received from the developers on the Company
being able to raise the funds from a new Investors I Financials by
providing the aforesaid property as security. In view of this, the
Company has proposed in the Modified Draft Rehabilitation Scheme to
develop the said land on its own with the support of the strategic
investor who would infuse the required fund for this purpose.
Pending Central Excise and Income Tax departments litigation before the
Hon'ble BIFR and Hon'ble AAIFR, it would be difficult to proceed in the
real estate business of the Company. However in view of submission of
MDRS before BIFR your Directors are optimistic of commencement of real
estate business on receiving approval of Hon'ble BIFR.
As regards Hyderabad property, the existing developer has expressed his
inability to proceed in the development agreement. The Company has now
floated enquiry in the market to find out alternative
investors/developer for the development of the said property.
CORPORATE GOVERNANCE
The Company is committed to maximize the value of its stakeholders by
adopting the principles of good Corporate Governance in line with the
provision of law and in particular those stipulated in the Listing
Agreement with the Stock Exchanges. A separate report of Corporate
Governance stipulated under Clause 49 of the Listing Agreement forms
part of the Annual Report.
MANAGEMENT DISCUSSION AND ANALYSIS
Management Discussion and Analysis Report is given under the separate
head where the detailed operational performance of the Company has been
comprehensively discussed, which forms part of Directors' Report.
ENVIRONMENT, OCCUPATIONAL HEALTH AND SAFETY
Good environment as well as safe & healthy working conditions are at
the root of the good performance. Your Company has been in a constant
quest for providing to its employees, a very congenial work environment
which will in turn add to the performance of the Company. Keeping in
mind the dynamism in the environment, your Company is continuously
imparting requisite training to its employees in their respective
fields of work.
Health and safety of our employees is of prime concerns to us. The
workplace is designed to abate the hazards naturally prone to our
product. No accident or any pollution problem was noticed during the
year. Care is taken to ensure that all laws pertaining to environment,
pollution, health and safety of employees and other relevant enactments
are being scrupulously adhered to. Our commitment towards the society
in terms of providing a clean and healthy environment is of our utmost
concern and we pledge to take active efforts to preserve the same.
BOARD OF DIRECTORS
As per section 256 of the Companies Act, 1956 and the Articles of
Association of the Company, Shri J.P.Khetan and Shri Vijay Kumar
Bhandari Directors of the Company are liable to retire by rotation at
the forthcoming Annual General Meeting and being eligible offer
themselves for re-appointment.
PARTICULARS OF EMPLOYEES
The particulars of employees drawing remuneration of Rs. 60 lacs per
annum or Rs. 5.00 lacs per month for part of the year or more pursuant
to provisions of Section 217(2A)ofthe Companies Act, 1956, read with
the Companies (Particulars of Employees) Rules 1975 as amended, are set
out below:
Sr. Name Designation Remuneration Qualification
No. (Rs.)
1 Shri J P Khetan* Managing 65,76,619 Inter Arts
Director
2 Shri A K Joshi Acting- 58,06,384 B.Com,F.C.A.
Managing
Director
Name Experience Date of Age Last Employment
(years) Joining
Shri J P Khetan 49 10.02.1975 69 Dalmia
Industries Ltd,
as Comm.
Manager, 7 years
Shri A K Joshi 33 01.02.1993 54 Chinar Exports
Ltd, Sr.
Manager - Finan
.& Accts, 2years
'Retired as MD on 31st July, 2011 and is on the Board as Director
w.e.f.1.8.2011
DIRECTORS'RESPONSIBILITY STATEMENT:
As required under section 217 (2AA) of the Companies Act, 1956, your
Directors confirm:
i. That the preparations of the annual accounts and applicable
accounting standards have been followed along with proper explanations
relating to material departures.
ii. That 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 and of the
loss of the Company for the year under review.
iii. That the Directors have taken proper and sufficient 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.
iv. That the Directors have prepared annual accounts on a going concern
basis.
AUDITORS' REPORT:
With reference to the observations and qualifications made by the
Auditors in the notes to the accounts as referred in the Auditors
Report are self-explanatory. Directors further clarify that:
The Company has a consistent practice to account for the gratuity
liability as and when the employees retire and the amount is due, and
as such, no provision is considered necessary in respect of estimated
liability for future payment of gratuity of Rs.4,87,29,868/-which is
determined on the basis of actuarial valuation.
The Company has not made provision for the overdue Sundry Debtors and
Loans & Advances aggregating to Rs 605,07,890/- since the Management
has taken suitable measures to recover the same and is hopeful of its
recovery in due course.
AUDITORS
M/s. Lodha and Co., Chartered Accountants, statutory auditors, retire
at the ensuing Annual General Meeting and, being eligible, offer
themselves for reappointment and if made would be within prescribed
limit under section 224(1B) of the Companies Act 1956.
SUBSIDIARY COMPANY&CONSOLIDATED FINANCIAL STATEMENTS
The Consolidated Financial Statements enclosed with the accounts are
prepared in accordance with Accounting Standard 21. In view of the
general exemption granted by the Ministry of Corporate Affairs, the
Report and Accounts of subsidiary companies are not required to be
attached to your Company's Accounts. Shareholders desirous of obtaining
the report and accounts of your Company's subsidiaries may obtain the
same upon request. The report and accounts of the subsidiary companies
will be kept for inspection at your Company's Registered Office and
those of subsidiary companies. The Golden Realty & infrastructure
Limited, Golden Investment (Sikkim) Private Limited, Western Express
Industries Limited, GTC INC B.V. and Raigadh Papers Limited, a
subsidiary of Western Express Industries Limited are the subsidiary
companies of your Company.
OTHER INFORMATION
Certificate, as required under Clause 49 of the Listing Agreement with
the Stock Exchanges in India, confirming compliance by the Company with
the provisions of Corporate Governance as given by the Auditors, M/s.
Lodha and Co., Chartered Accountants, declaration by the CEO certifying
compliance with the Code of Conduct of the Company and Certificate
given by the CEO and CFO as required under the Listing Agreement are
annexed herewith. Information pursuant to 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 relating to Foreign
Exchange Earnings and Out Go, Conservation of Energy and Technology
Absorption and Export Market Developments is also provided as an
annexure to this report.
Additional disclosures in the form of Consolidated Financial Statements
and Related Party Transactions have been made by your Company in
compliance with the Listing Agreement.
ACKNOWLEDGEMENTS
Your Directors express their deep gratitude and sincere appreciation
for the whole-hearted assistance and co-operation extended to the
Company by the Bankers, Financial Institutions, Business associates,
Employees and above all the Shareholders of the Company, who have
continued to repose utmost faith in the Company.
For and on behalf of the Board
Chairman
Sanjay Dalmia
Place: Mumbai
Dated: 25th May 2012
Mar 31, 2010
The Directors hereby submit their Fifty-fourth Annual Report with the
Audited Accounts for the year ended 31st March, 2010.
SUMMARY OF FINANCIAL RESULTS
(Rs. in lacs)
For the year For the year
Ended 31.03.2010 Ended 31.03.2009
Profit for the year before
Interest, Depreciation,
Exceptional Items and Tax 414.99 1571.54
Interest 1341.91 1249.16
Depreciation 202.96 254.75
Profit /(Loss)before Taxation (1129.88) 67.63
Provision for Taxation :
Current Tax including
(Wealth Tax) 3.78 11.70
Fringe Benefit Tax - 30.90
Deferred Tax Assets/
(Liabilities) - -
Profit/(Loss) after
Taxation (1133.66) 25.03
Balance brought forward
from last year (1882.81) (1907.84)
Balance of loss carried over
to Balance Sheet 3016.47 1882.81
FINANCIAL PERFORMANCE WITH RESPECT TO OPERATIONAL PERFORMANCE &
DIVIDEND
Though there was no change in the excise duty structure, at the same
time there was no relief given in the mini segment by the Government,
in which your company enjoyed the largest market share in the cigarette
industry. Beside this the grey market cigarettes continue to be a major
threat for the organised sector especially low priced segment. Despite
representations, before the Government by the industry, grey market
continue to grow at a rapid rate resulting sharp drop in your companyÃs
volume.
Introduction of mini filter (59 mm) in this year budget is a good move
by the government.
This year saw the consolidation of the brands launched earlier. We
launched new Cigar with the brand name of Golden Cigaro. This product
from the stables of Golden Tobacco was received favorably, and was
rolled out across the country. But this year budget heavily taxed
cigars.
In view of the carried forward losses, your Directors do not recommend
any dividend.
REAL ESTATE DEVELOPMENTS
The Company has started the Real Estate business in the year 2007-08,
when its Hyderabad Property was offered for Joint Development with a
reputed builder. In addition its Vile Parle Property was offered for
Joint Development during the year and has now tied up with a reputed
builders of Mumbai to develop this property. The Memorandum of
Understanding (MOU) has been signed during the year and an advance of
Rs. 75.00 crores have been received upto 31st March, 2010.
The existing manufacturing facility of Vile Parle Property is being
shifted to Vadodra/Palghar units. The workers have been offered
Voluntary Retirement Scheme (VRS) during the year. The response to the
scheme was overwhelming as 343 workers out of a total of 352 have opted
for the scheme. The workers who have accepted the VRS has already been
paid in the month of April, 2010.
CORPORATE GOVERNANCE
The Company has complied with the Corporate Governance Code as
stipulated under the Listing Agreement with the Stock Exchanges. As
required under clause 49 of the Listing Agreement with the Stock
Exchanges a report on Corporate Governance is included as a part of the
Annual Report.
MANAGEMENT DISCUSSION & ANALYSIS (MD&A)
Management Discussion and Analysis Report is given under the Separate
Head at the end of the Directorsà Report.
ENVIRONMENT, OCCUPATIONAL HEALTH AND SAFETY
At the root of a good performance is, a good environment and safe &
healthy working conditions. Your Company has been in a constant quest
for providing to its employees, a very congenial work environment which
will in turn add to the performance of the Company. Keeping in mind the
dynamism in the environment, your Company is continuously imparting
requisite training to its employees in their respective fields of work.
Health and safety of our employees is of primary importance to us. The
workplace is designed to abate the hazards naturally connected to our
product. There was no accident or any pollution problem noticed during
the year at any of the three units. Care is taken that all laws
pertaining to environmental pollution, health and safety of employees
and other associated enactments are being scrupulously adhered to. Our
commitment towards the society in terms of providing a clean and
healthy environment is of our utmost concern and we pledge to take
active efforts to preserve the same.
DIRECTORS
In accordance with the provisions of section 256 the Companies Act,
1956 and the Articles of Association of the Company, Shri Sanjay
Dalmia, Shri Anurag Dalmia and Shri Bharat B Merchant, Directors, will
be liable to retire by rotation at the forthcoming Annual General
Meeting. Being eligible, the re-appointment of Shri Sanjay Dalmia, Shri
Anurag Dalmia and Shri Bharat B Merchant is recommended by the
Directors for your approval.
The resume of these Directors is attached along with the notice.
PARTICULARS OF EMPLOYEES
As required under provisions of Section 217(2A) of the Companies Act,
1956, read with the Companies (Particulars of Employees) Rules 1975 as
amended, the requisite particulars in respect of the employees of the
Company, who were in receipt of remuneration in excess of the limits
specified under the said section are set out in the annexure herewith
and form part of this report.
DIRECTORS RESPONSIBILITY STATEMENT:
As required under section 217(2AA) of the Companies Act, 1956, your
Directors confirm having:
followed in the preparation of the Annual Accounts, the applicable
accounting standards with proper explanation relating to material
departures if any ;
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 of your Company for the
year;
taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Companies
Act, 1956 for safeguarding the assets of your Company and for
preventing and detecting fraud and other irregularities; and
prepared the Annual Accounts on a going concern basis.
AUDITORS REPORT
With reference to the observations and qualifications made by the
Auditors in their report, the Directors wish to state that the relevant
notes forming part of the CompanyÃs accounts as given under Schedule
Q to the Accounts, are self-explanatory in this regard.
Your Directors also clarify that the remarks made by the Auditors
regarding accumulated losses of the Company at the end of the financial
year are more than 50 % of its net worth, the Company has a consistent
practice to account for the gratuity liability as and when the
employees retire and the amount is due, and as such, no provision is
considered necessary in respect of estimated liability for future
payment of gratuity of Rs.11,22,95,185 which is determined on the basis
of actuarial valuation.
Your Directors further clarify that the company has not made any
provision with regard to the overdue Sundry Debtors and Loans &
Advances aggregating to Rs.3,09,91,797 since the management has taken
suitable measures to recover the said dues and is hopeful of recovery
in due course of time.
Therefore if the unprovided gratuity liability and doubtful overdue
Sundry Debtors and Loans & Advances are excluded, the accumulated
losses will not exceed more than 50 % of the net worth of the Company
as mentioned by the Auditors in their report.
AUDITORS
The Auditors, M/s Lodha and Co., Chartered Accountants retire at the
conclusion of the ensuing Annual General Meeting and being eligible,
offer themselves for re-appointment. The necessary certificate pursuant
to Section 224(1B) of the Companies Act, 1956 has been received from
them. Your Directors recommend their reappointment for your approval
at the ensuing Annual General Meeting.
SUBSIDIARIES
Following Companies are the subsidiaries of your Company:
1. Golden Realty & Infrastructure Limited
2. Golden Investment (Sikkim) Private Limited
3. Western Express Industries Limited
4. GTC INC B.V. and
5. Raigadh Papers Limited, a subsidiary of Western Express Industries
Limited.
Pursuant to Accounting Standard (AS 21) issued by the Institute of
Chartered Accountants of India, consolidated financial statements
presented by the Company include financial information of its
subsidiaries. The Company has applied for an exemption from the
Government of India under Section 212(8) of the Companies Act, 1956,
from attachment of the documents of its subsidiaries, the approval of
which is expected shortly.
However, a statement giving information on subsidiaries as required
under section 212(3) of the Act is attached along with the Annual
Report. Also, additional information in respect of the subsidiaries and
Consolidated Financial Statements as required is provided in the Annual
Report.
The Annual Report and accounts of Subsidiaries will be kept for
inspection at your CompanyÃs Registered Office. Shareholders desirous
of obtaining the Annual Accounts of the CompanyÃs subsidiaries may
obtain the same on request.
OTHER INFORMATION
Certificate, as required under Clause 49 of the Listing Agreement with
the Stock Exchanges in India, confirming compliance by the Company with
the provisions of Corporate Governance as given by the Auditors, M/S.
Lodha and Co., declaration by the CEO certifying compliance with the
Code of Conduct of the Company and Certificate given by the CEO and CFO
as required under the Listing Agreement are annexed herewith.
Information pursuant to 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 relating to Foreign Exchange Earnings
and Out Go, Conservation of Energy and Technology Absorption and Export
Market Developments is also provided as an annexure to this report.
Additional disclosures in the form of Consolidated Financial Statements
and Related Party Transactions have been made by your Company in
compliance with the Listing Agreement.
ACKNOWLEDGEMENTS
Your Directors express their deep gratitude and sincere appreciation
for the whole-hearted assistance and co-operation extended to the
Company by the Bankers, Financial Institutions, Business Associates,
Employees and above all the Shareholders of the Company, who continued
to repose utmost faith in the Company.
For and on behalf of the Board
SANJAY DALMIA
Chairman
Place : New Delhi
Dated : 25th May, 2010
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