To,
The Members
Golden Tobacco Limited
Vadodara
Your Directors have pleasure to present their 65th Annual Report along with
the Audited Financial Statements of the Company for the Financial Year ended March 31,
2021.
1. THE STATE OF COMPANYS AFFAIRS:
i. FINANCIAL RESULTS:
|
|
|
|
(Rs. in Lakhs) |
|
Standalonoe |
Consolidated |
| Particulars |
2020-21 |
2019-20 |
2020-21 |
2019-20 |
| Revenue from Operations |
4179.46 |
2342.55 |
4179.46 |
2342.55 |
| Profit/(Loss) for the year after charging all expenses but before providing finance
costs, Depreciation, Tax and Exceptional Items |
1549.43 |
(1199.26) |
1548.68 |
(1202.32) |
| (Less) : Finance Costs |
(423.98) |
(1082.14) |
(424.35) |
(1082.14) |
| (Less) : Depreciation and Amortisation Expense |
(46.51) |
(101.18) |
(46.51) |
(101.18) |
| Profit/(Loss) before Taxation & Exceptional Item |
1078.94 |
(2382.58) |
1077.82 |
(2385.64) |
| (Less): Current Tax MAT |
- |
- |
(0.40) |
- |
| Add/(Less): Tax Expense/Credit for the earlier Year (written back) |
- |
63.95 |
- |
62.40 |
| Profit/(Loss) after Taxation but before Exceptional Items |
1078.94 |
(2318.63) |
1077.42 |
(2323.24) |
| Exceptional Item Net -Income/ (Expense) |
(314.46) |
2153.69 |
(314.46) |
2164.58 |
| Net Profit/(Loss) after Taxation & Exceptional Items |
764.48 |
(164.94) |
762.96 |
(158.66) |
| Other Comprehensive Income/(Loss) |
242.44 |
(428.64) |
246.29 |
(445.48) |
| Total Comprehensive Income/(Loss) |
1006.92 |
(593.58) |
1,009.25 |
(604.14) |
i. Financial Highlights/Summary
During FY 2020-21, total standalone income of the Company was Rs.4179.46 Lakhs as
compared to Rs.2342.55 Lakhs in FY 2019-20, registering an Increase of 78.41%.
The Company has booked Net profit of Rs.764.48 Lakhs during the current year as against
loss of Rs.164.94 in the previous year.
2. DIVIDEND
In view of carried forward losses, of the company, your directors do not recommend any
Dividend for the financial year under review.
3. TRANSFER TO GENERAL RESERVE
The Company is not required to transfer any amount to its reserves. Hence, no amount
has been transferred to General Reserve of the Company.
4. SHARE CAPITAL
The paid up Equity Capital of the Company as on March 31, 2021 was 1,76,08,802 equity
shares of Rs.10 each with no change as compared to previous financial year.
Since, the Company has not issued any equity shares, the Company is neither required to
furnish any information in respect of issue of equity shares with differential rights
pursuant to Rule 4(4) of Companies (Share Capital and Debentures) Rules, 2014 (SCD
Rules) nor in respect of issue of Employees Stock Option pursuant to Rule 12(9) of SCD
Rules nor in respect of issue of Sweat Equity Shares pursuant to Rule 12(9) of SCD Rules.
The Company has only one class of equity shares with face value of Rs. 10/- each, ranking
pari-passu.
5. CHANGE IN NATURE OF BUSINESS
There is no change in nature of business during the year.
6. MATERIAL CHANGES AND COMMITMENTS
There was no material change and commitment affecting the financial position of the
Company which have occurred between the end of financial year of the Company i.e. 31st
March, 2021 and the date of this report and hence not reported.
7. FINANCE
During the year under review, your Company does not have any obligation towards its
bankers or any lenders.
8. DEPOSITS
The Company has neither accepted nor renewed any deposits within the meaning of section
73 of the Companies Act, 2013 ("the Act") read with the Companies (Acceptance of
Deposits) Rules, 2014.
9. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
Details of loans, guarantees and investments covered under section 186 of the Act forms
part of the Notes to the financial statement.
10. CORPORATE SOCIAL RESPONSIBILITY ("CSR")
Since the Company does not fall in any of the criteria mentioned in section 135(1) of
the Act, provisions of Section 135 of the Act, and rules framed there under relating to
corporate social responsibility, are not applicable to the Company. Hence, no details in
the regard have been furnished.
11. CORPORATE GOVERNANCE
The Company is committed to maintain the highest standards of corporate governance and
adheres to the corporate governance requirements set out by SEBI. The Company has been
practicing the principles of good corporate governance over the years and lays strong
emphasis on transparency, accountability and integrity. As required under the Listing
Regulations, a detailed report on Corporate Governance along with the CEO and CFO
certificate and a compliance certificate thereon from a practising Company Secretary forms
part of this report as Annexure-I.
12. MANAGEMENT DISCUSSION AND ANALYSIS
Pursuant to Regulation 34 of the Listing Regulations, the Management Discussion and
Analysis Report is annexed with the report as per Annexure II and forms part of
this Annual Report.
13. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
The Company has not entered into any contracts/ arrangement with related parties
pursuant to Section 188 of the Companies Act, 2013 during the year under review and hence,
no information is furnished.
14. ENVIRONMENT, OCCUPATIONAL HEALTH AND SAFETY
Good environment as well as safe & healthy working conditions are 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 field 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(s). 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. The Company is also now accredited with ISO 9001: 2015 certification by
TUV NORD - a certification agency for Manufacture and Supply of Cigarettes and Tobacco
Products.
15. CHANGE IN DIRECTORS AND KEY MANAGERIAL PERSONNEL ("KMP")
In terms of applicable provisions of the Act and the Articles of Association of the
Company, Shri Pawan Kumar Malsaria, Director of the Company retires by rotation at the
ensuing Annual General Meeting and being eligible, offers himself for reappointment. His
reappointment is recommended by the Nomination and Remuneration Committee. Brief resume
and other details of Shri Pawan Kumar Malsaria, who is proposed to be re-appointed as a
Retiring Director of your Company, have been furnished in the explanatory statement to the
notice of the ensuing annual general meeting.
During the year under review, following changes took place in the composition of Board
of Directors:
i. Shri Pawan Kumar Malsaria and Shri Raj Kamal Gupta were appointed as Whole-time
Directors of the Company w.e.f. 01/09/2020;
ii. Shri Jignesh Bhailal Engineer was appointed as a Non-Executive Non-Independent
Director w.e.f. 11/09/2020;
iii. Smt. Prama Raval Shah was appointed as an Additional Director to hold the office
till the ensuing Annual General Meeting as well as Non Executive Independent Woman
Director for the term of 5 years with effect from 12/02/2021 subject to approval of
members.
iv. Shri Jaskaran Khurana, Managing Director of the Company, resigned w.e.f. 29/08/2020
v. Consequent to the failure of Special Resolution for re-appointment of Ms. Kokila
Panchal, Independent Woman Director, at the 64th Annual General Meeting of the
Company, she resigned w.e.f. 01/01/2021.
vi. Shri Rajkamal Gupta Whole-time Director resigned w.e.f 10/08/2021
vii. Shri Harish Punwani, Company Secretary & Compliance Officer of the Company
resigned w.e.f. 13th July, 2021
viii. Shri Vikas Dahiya was appopinted as an Additional Director to hold office up to
ensuing Annual General Meeting as well as Non Executive Independent Director for the term
of 5 years with effect from 13/08/2021 subject to approval of members.
The Board places on record its appreciation for invaluable contribution during tenure
of Shri Jaskaran Khurana, Smt. Kokila Panchal, Shri Raj Kamal Gupta and Shri Harish
Punwani with the Company.
16. DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of its
knowledge and ability, confirms that:
a) In the preparation of the annual accounts for financial year ended March 31, 2021,
the applicable accounting standards have been followed along with proper explanation
relating to material departures, if any;
b) they have selected such accounting policies and applied them consistently and made
judgments and estimates that were reasonable and prudent so as to give a true and fair
view of the state of affairs of the Company as at March 31, 2021 and of the profit and
loss of the Company for the financial year ended March 31, 2021 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 for the financial year ended March 31, 2021
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 systems were adequate and operating effectively.
17. 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.
18. REMUNERAION POLICY
Pursuant to provisions of the Act, the Nomination and Remuneration Committee (NRC) of
your Board has formulated a Remuneration Policy for the appointment and determination of
remuneration of the Directors, Key Managerial Personnel, Senior Management and other
employees. The NRC has developed criteria for determining the qualification, positive
attributes and independence of Directors and for making payments to Executive and Non-
Executive Directors. The remuneration policy of the Company can also be viewed at the
website of the Company i.e. www.goldentobacco.in.
19. RECEIPT OF ANY COMMISION BY MD/WTD FROM THE COMPANY OR FOR RECEIPT OF
COMMISSION/REMUNERATION FROM ITS HOLDING OR SUBSIDIARY.
Neither the Managing Director nor the Whole time Director(s) are in receipt of any
Commission from the Company its Subsidiary/Holding company. Hence, the details of
commission pursuant to Section 197(14) of the Act are not required to be reported.
20. WHISTLE BLOWER POLICY/VIGIL MECHANISM
The Company has a vigil mechanism/whistle blower policy to deal with instance of fraud
and mismanagement, if any. In staying true to our values of strength, performance and
passion and in line with our vision of being one of the most respected companies in India,
the Company is committed to the high standards of Corporate Governance and stakeholders
responsibility.
21. POLICY AND DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
The Company has in place an Anti Sexual Harrasment 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. Internal Complaint Committee has been set up to redress complaints received
regarding sexual harassment. All employees (permanent, contractual, temporary, trainees)
are covered under this policy. During the year under review, no complaints were reported
to the Board.
22. AUDITORS STATUTORY AUDITORS
The Company at its 61st AGM appointed M/s. Bagaria & Co, Chartered
Accountants, as Statutory Auditors of the Company to hold office till the conclusion of 66th
Annual General Meeting. The Company has obtained necessary certificate under Section 141
of the Act conveying their eligibility for being the Statutory Auditors of the Company for
the year 2021-22.
SECRETARIAL AUDITOR
As required under Section 204 of the Act and the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the Company is required to appoint a
Secretarial Auditor for auditing secretarial and related records of the Company.
The Secretarial Audit Report for the year 2020-21, given by M/s. Devesh Pathak &
Associates, Practicing Company Secretaries, Vadodara is attached as Annexure III
to this Report.
The Board at its meeting held on 29th June, 2021 has re-appointed M/s.
Devesh Pathak & Associates, Practising Company Secretaries, Vadodara as Secretarial
Auditors for the financial year 2021-22 upon recommendation of the Audit Committee.
23. EXPLANATIONS/COMMENTS ON STATUTORY AUDITORS REPORT & SECRETARIAL AUDITORS
REPORT
Neither the Statutory Auditors nor the Secretarial Auditors of the Company, in their
respective reports, have made any qualifications, reservations, adverse remarks or
disclaimers. Accordingly, no explanations/comments thereon are required to be furnished.
24. REPORTING OF FRAUDS
There have been no instances of fraud reported by the Statutory Auditors under Section
143(12) of the Act and rules framed there under either to the Company or to the Central
Government.
25. ANNUAL RETURN
Pursuant to section 92(3) read with 134(3)(a) of the Act, a copy of the annual return
is placed on the website of the Company i.e. www.goldentobacco.in.
26. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS 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-IV of
the Boards report
27. SUBSIDIARY COMPANIES AND ITS ACCOUNTS:
Your Company has Four subsidiaries namely Golden Realty & Infrastructure Ltd.,
Golden Investment (Sikkim) Pvt. Ltd., GTC Inc B.V. and Western Express Industries Limited,
the fellow subsidiary of Western Express Industries Limited as on March 31, 2021.
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 Secretarial Department at the registered office
of the Company or email share@goldentobacco.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-V which forms the Boards
report.
28. CONSOLIDATED FINANCIAL STATEMENTS
The consolidated financial statements of the Company are prepared in accordance with
the Indian Accounting Standards (Ind AS)-110 on Consolidated Financial Statements, Section
129 of the Companies Act, 2013 ("the Act") read with the Companies (Accounts)
Rules, 2014 and Regulation 33 of SEBI (Listing Obligations and Disclosure Requirements)
Regulations 2015 ("the Listing Regulations") along with a separate statement
containing the salient features of the financial performance of its subsidiary in the
prescribed form. The audited consolidated financial statements together with Auditors
Report forms part of the Annual Report and reflect the contribution of the subsidiaries to
the overall performance of the Company.
29. INDUSTRIAL RELATIONS:
Your Company enjoyed cordial relationship with workers and employees at all levels.
30. HUMAN RESOURCES DEVELOPMENT
Your Companys 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 believes 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.
31. PARTICULARS OF EMPLOYEES:
The Statement of disclosure of remuneration under Section 197 of the Act and Rule 5(1)
of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is
annexed to this report as Annexure-VI. There was no employee of the Company,
employed throughout the year, who was in receipt of the remuneration exceeding 1.02 Crore
per annum.
32. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:
During the year under review, no material significant orders were passed by any
Regulator/Honble 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., if any from
time to time as and when necessary to the Stock Exchanges.
33. 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 of 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
as well as 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.
34. MEETINGS OF THE BOARD OF DIRECTORS:
During the year under review, Six meetings of the Board were held i.e. on June 30.2020,
August 31, 2020, September 11, 2020, November 12, 2020, December 30, 2020, and February
12, 2021. Details of meetings of the Board and their attendance are mentioned in the
Corporate Governance Report which forms part of annual report.
35. DECLARATION 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 independence
laid down in section 149 (6) of the Companies Act, 2013 and Regulation 25 of the Listing
Regulations.
36. (A) STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SECTION 149(6) OF
THE ACT
The Board of Directors hereby declares that all the independent directors duly
appointed by the Company have given the declaration and they meet criteria of independence
as provided under Section 149(6) of the Act.
(B) A STATEMENT WITH REGARD TO INTEGRITY, EXPERTISE AND EXPERIENCE OF INDEPENDENT
DIRECTORS
Your Directors are of the opinion that Independent Directors of the Company are of high
integrity and suitable expertise as well as experience (including proficiency)
37. 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 Companys websitewww.goldentobacco.in
38. CODE OF CONDUCT:
The Code of Conduct is applicable to the members of the Board and all designated
employees in the course of day to day business operations of the Company. The Code laid
down by the Board is known as "Code of Conduct and Fair Disclosure of Unpublished
Price Sensitive Information" which forms an Appendix to the Code of Conduct of the
Company which is in line with SEBI (Prohibition of Insider Trading) Regulations, 2018, as
amended from time to time.
The Company has received affirmations from Board members as well as senior management
confirming their compliance with the said Code for FY 2020-21.
The Code lays down the standard procedure of business conduct which is expected to be
followed by the Directors and the designated employees in their business dealings and in
particular on matters relating to integrity in the work place in business practices and
dealing with stakeholders. All the Board members and the senior management personnel have
confirmed their compliance with the Code. All management personnel are being provided
appropriate training in this regard.
39. PREVENTION OF INSIDER TRADING
The Code requires pre-clearance for dealing in the Companys shares and prohibits the
purchase or sale of Company shares by the Directors and the designated employees while in
possession of unpublished price sensitive information in relation to the Company and
during the period when the Trading Window is closed. The Board is responsible for
implementation of the code. All Directors and the designated employees have confirmed
compliance with the code.
40. COMPLIANCE WITH SECRETARIAL STANDARDS
In terms of Clause no.9 SS-1 (Secretarial Standards-1 on Meetings of Board of
Directors), your Directors state that the Company has been compliant of applicable
secretarial standards during the year under review.
41. 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. Further details on
the Audit Committee and its terms of reference etc. have been furnished in Corporate
Governance Report.
42. NOMINATION AND REMUNERATION COMMITTEE:
The composition of the Nomination and Remuneration Committee (NRC) is in line with the
Section 178 of the Act read with Regulation 19 of the Listing Regulations. The Committee
determines overall Companys Policy on remuneration packages and other terms and
conditions of the appointment of the Directors and senior management of the Company as
well as sitting fees to the Non-Executive Directors of the Company and also to approve
payment of remuneration to Managing Director and 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.
43. STAKEHOLDERS RELATIONSHIP COMMITTEE:
The composition of the Stakeholders Relationship Committee (SRC) is in line with the
Section 178 of the Act and Regulation 20 of the Listing Regulations. The Committee looks
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 attendance are included in Corporate Governance Report.
44. 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.
45. COST RECORDS
The Company is not required to maintain the cost records as specified by the Central
Government under Section 148(1) of the Companies Act, 2013 and accordingly the Company has
not maintained the cost records.
46. COST AUDITORS:
The Company is not required to appoint the cost auditor as specified by the Central
Government under Section 148(1) of the Companies Act, 2013 and accordingly the Company has
not appointed the cost auditor.
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 : Vadodara |
Vinod Bhatia |
Pawan Kumar Malsaria |
| Date :13th August, 2021 |
Independent Director |
Wholetime Director & CFO |
|
DIN: 08235705 |
DIN:01710944 |
+91-9892691696
