goldcrest corporation ltd share price Auditors report


TO THE MEMBERS OF GOLDCREST CORPORATION LIMITED

Report on the Audit of the Standalone Financial Statements

Opinion

We have audited accompanying standalone financial statements of GOLDCREST CORPORATION LIMITED which comprise the balance sheet as at 31st March 2023, and the statement of profit Income), statement of changes in equity and statement of cash flows statements, including a summary of significant accounting policies and other explanatory information "the standalone financial statements").

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Companies Act, 2013 (the "Act") in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards prescribed under section 133 of the Act read with the Companies

(Indian Accounting Standards) Rules, 2015, as amended, ("Ind AS") and other accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2023 and its profit, total cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit of the standalone financial statements in accordance with the Standards on Auditing section 143(10) of the Act. Our responsibilities under those Standards are further described in the Auditors Responsibilities for the Audit of the Standalone Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India ("ICAI") together with the ethical requirements that are relevant to our audit of the provisions of the Act and the Rules made thereunder, and we have fulfilled our other ethical standalonefinancial responsibilities in accordance with these requirements and the ICAIs Code of Ethics. We believe that the audit evidence obtained by us is sufficient and appropriate to provide a basis for our audit pinion on the standalone financial statements.

Other Matter

The financial statements of the Company for the year ended March 31, 2022, were audited by another Firm of chartered accountants under the Companies Act, 2013 who, vide their report dated 28.05.2022, expressed an unmodifiedopinion on those standalone financial statements. Our opinion is not qualified in respect of this matter.

The delisting of the Equity shares of the company from BSE Ltd (BSE) was discussed and approved in the Board of Directors meeting held on May 28, 2022. The consultants to the delisting of shares were Vivro Financial Services Private Limited and Acquirer and PACs were Nita Tushar Tanna ("Acquirer"), Anupa Tanna Shah ("PAC 1"), Namrata Tushar Tanna ("PAC 2"), Mrs. Hansa Tulsidas Tanna ("PAC 3") and Goldcrest Global Trading Private Limited (formerly known as Goldcrest Securities & Commodities Private Limited) ("PAC 4"), who are forming part of promoter group in terms of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 as amended from time to time ("SEBI ICDR"). On July 1, 2022, a Special Resolution to affect the same was also passed by the requisite majority of the shareholders by way of postal ballot. The Promoter Acquirers acquired 10,02,002 equity shares of Rs. 10/- each constituting 17.61% of the paid-up equity share capital of the Company, at a price of Rs. 200/- per equity share being the price determined during the reverse book-building process under the Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021 ("Delisting Regulations"), taking the promoters total shareholding to 90.47% of the paid-up equity share capital of the Company.

Pursuant to notice number 20220927-2 of BSE dated September 27, 2022 ("BSE Final Delisting Approval"), the trading in the equity shares of Goldcrest Corporation Limited (Scrip Code: 505576) were discontinued w.e.f. Tuesday, October 4, 2022 and the scrip was delisted from the Exchange records w.e.f. Wednesday, October 12, 2022.

The Exit Window under the Delisting Regulations was opened on Wednesday, October 12, 2022 which will close on Thursday, October 12, 2023. During the Exit Window Period, the residual/remaining shareholders can tender their equity shares at the Exit Price of Rs. 200/- per equity share on the terms and conditions set-out in the Exit Offer Letter sent to the residual shareholders.

Our opinion on the consolidated Ind AS financial statements and our report on Other Legal and Regulatory Requirements below, is not modified in respect of the above matters with respect to our reliance on the work done and the reports of the other auditors.

Information Other than the Standalone Financial Statements and Auditors Report Thereon

The Companys Board of Directors is responsible for the preparation of the other information. The other information comprises the information included in the Boards Report including Annexure to Boards Report but does not include the financialstatements and our auditors report thereon.

Our opinion on the financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements, or our knowledge obtained during the course of our audit or otherwise appears to be materially misstated.

If, based on the work we have performed, we conclude that there is a material misstatement of this other information; we are required to report that fact. We have nothing to report in this regard.

Managements Responsibility for the Standalone Financial Statements

The Companys Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance, total comprehensive income, changes in equity and cash flows of the Company in accordance with the Ind AS and other accounting principles generally accepted in India. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the standalone financial statements, management is responsible for assessing the Companys ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

The Board of Directors are responsible for overseeing the Companys financial reporting process.

Auditors Responsibilities for the Audit of the Standalone Financial Statements

Our objectives are to obtain reasonable assurance about whether the standalone financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these standalone financial statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

Identify and assess the risks of material misstatement of the standalone financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

Obtain an understanding of internal financial controls relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the

Company has an adequate internal financial controls system in place and the operating effectiveness of such controls.

Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

Conclude on the appropriateness of managements use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the

Companys ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors report to the related disclosures in the standalone financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors report. However, future events or conditions may cause the Company to cease to continue as a going concern.

Evaluate the overall presentation, structure and content of the standalone financial statements, including the disclosures, and whether the standalone financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

Materiality is the magnitude of misstatements in the standalone financial statements that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the financial statements may be influenced. We materiality and qualitative factors in (i) planning the scope of our audit work and in evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in the financial statements.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the standalone financial statements of the current period and are therefore the key audit matters.

We describe these matters in our auditors report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

1) As required by the Companies (Auditors Report) Order, 2020 (the "Order") issued by the Central Government in terms of Section 143(11) of the Act, we give in "Annexure A" a statement on the matters specified in paragraphs 3 and 4 of the

Order.

2) As required by Section 143(3) of the Act, based on our audit we report that: a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit. b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books. c) The balance sheet, the statement of profit and loss including other comprehensive income, statement of changes in equity and the statement of cash flow dealt with by this report are in agreement . withtherelevant books of account d) In our opinion, the aforesaid standalone financial statements comply with the Ind AS specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. e) On the basis of the written representations received from the directors as on March 31, 2023, taken on record by the

Board of Directors, none of the directors is disqualified as on March 31, 2023, from being appointed as a director in terms of Section 164

(2) of the Act. f) Since the turnover is less than fifty crores and borrowings from banks or financial institutions are less than twenty-five crores the report on adequacy of Internal Financial Controls over financial reporting of the company is not applicable. g) With respect to the other matters to be included in the Auditors Report in accordance with the requirements of section 197

(16) of the Act, as amended: In our opinion and to the best of our information and according to the explanations given to us, the remuneration paid by the Company to its directors during the year is in accordance with the provisions of section 197 of the Act. h) With respect to the other matters to be included in the Auditors Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, as amended in our opinion and to the best of our information and according to the explanations given to us:

i. The Company has few pending litigations which will not materially impact its financial position. (Refer note 21 and 2.21) i

i. The Company does not have any long-term contracts including derivative contracts for which there were any material foreseeable losses. ii

i. There were no amounts which were required to be transferred by the Company to the Investor Education and Protection Fund.

iv.

(a) The Management has represented that, to the best of its knowledge and belief, no funds (which are material either individually or in the aggregate) have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person or entity, including foreign entity ("Intermediaries"), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identifiedin any manner whatsoever by or onbehalfoftheCompany("UltimateBeneficiaries")or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;

(b) The Management has represented, that, to the best of its knowledge and belief, no funds (which are material either individually or in the aggregate) have been received by the Company from any person or entity, including foreign entity ("Funding Parties"), with the understanding, whether recorded in writing or otherwise, that the Company shall, whether, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party ("Ultimate Beneficiaries")or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;

(c) Based on the audit procedures that have been considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations under sub-clause (i) and (ii) of Rule 11(e) of Companies (Audit and Auditors) Rule, 2014, as provided under (a) and (b) above, contain any material misstatement. v. Proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 for maintaining books of account using accounting software which has a feature of recording audit trail (edit log) facility is applicable to the Company with effect from April 1, 2023, and accordingly, reporting under Rule 11(g) of Companies (Audit and Auditors) Rules, 2014 is not applicable for the financial year ended March 31, 2023.

For Ramesh M. Sheth & Associates
Chartered Accountant
ICAI FRN No. 111883W

Place: Mumbai

Mehul R. Sheth

Date: 24 August, 2023

(Partner)

UDIN: 231015983GUPNF8532

(Membership No. 101598)

Annexure – A to the Independent Auditors Report

(Referred to in paragraph 1 under ‘Report on Other Legal and Regulatory Requirements section of our report to the Members of Goldcrest Corporation Limited of even date) To the best of our information and according to the explanations provided to us by the Company and the books of account and records examined by us in the normal course of audit, we state that: (i) In respect of the Companys Property, Plant and Equipment and Intangible Assets: A. The Company has maintained proper records showing full particulars, including quantitative details and situation of Property, Plant and Equipment and relevant details of right-of-use assets.

B. a) The Company does not have any intangible assets and hence reporting under clause 3 (i)(B)(a) is not applicable. b) The Company has a program of physical verification of Property, Plant and Equipment and right-of-use assets so to cover all the assets once every three years which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. Pursuant to the program, certain Property, Plant and Equipment were due for verification during the year andwerephysicallyverifiedby the Management during the year.

According to the information and explanations given to us, no material discrepancies were noticed on such verification. c) Based on our examination, we report that, the title deeds of all immovable properties, disclosed in the financial statements included under Property, Plant and Equipment are held in the name of the Company as at the balance sheet date. d) Company has not revalued any of its Property, Plant and Equipment (including right-of-use assets) during the year. e) No proceedings have been initiated during the year or are pending against the Company as at March 31, 2023 for holding any benami property under the Benami Transactions (Prohibition) Act, 1988 (as amended in 2016) and rules made thereunder.

(ii)

(a) Based on our examination and information and explanation given to us company does not have any inventory and thus para (ii)(a) of the order is not applicable.

(b) The Company has not availed or sanctioned any working capital loans, at any points of time during the year, from banks or financial institutions on the basis of security of current assets and hence reporting under clause 3(ii)(b) of the Order is not applicable.

(iii) The Company has not provided any guarantee or security to companies, firms, limited liability partnerships or any other parties during the year. The Company has made investments in and has granted loans and advances in the nature of loans to companies and other parties, during the year, details of which are stated below: (a) (A) Based on the audit procedures carried out by us and as per the information and explanations given to us, the Company has granted loans to its wholly owned subsidiaries as below:

Particulars

(Rs. In Lakhs)
Aggregate amount during the year
- Wholly owned subsidiary* 145
Balance outstanding as at the balance sheet date
- Wholly owned subsidiary* 683.62

(B) Based on the audit procedures carried out by us and as per the information and explanations given to us, the Company has granted loans to other parties as below:

Particulars

(Rs. In Lakhs)
Aggregate amount during the year
- Other parties 20.00
Balance outstanding as at the balance sheet date
- Other parties 138.00

(b) According to the information and explanations given to us and based on the audit procedures conducted by us, we are of the opinion that the Investments made and the terms and conditions of the grant of loans and advances in the nature of loans are not prejudicial to the Companys interest.

(c) According to the information and explanations given to us and based on the audit procedures performed by us, there is no stipulation of schedule of repayment of principal and payment of interest on loans for the loans which are classified as repayable on demand. However, for loans other than Loans repayable on demand, the schedule of repayment of principal and repayment of interest have been stipulated and the repayment of principal amount of loans and receipts of interest have been regular during the year.

(d) According to the information and explanations given to us and based on the audit procedures performed by us, there is no overdue amount of loans and advances in the nature of loans granted by the company.

(e) According to the information and explanations given to us and based on the audit procedures performed by us, no loans or advances in the nature of loans granted which has fallen due during the year, have been renewed or extended or fresh loans granted to settle the overdues of existing loans given to the same parties.

(f) In our opinion and according to information and explanation given to us and based on audit procedures conducted by us, the company has granted following loans and advances in the nature of loans either repayable on demand or without specifying any terms or period of repayment.

Particulars

Amount (Rs. In lakhs)
Aggregate amounts of loans/advances in nature of loans 821.62
- Repayable on demand (Related parties**) 683.62
- Agreement does not specify any terms or period of repayment -
Total 683.62
Percentage of loans/advances in nature of loans to the total loans 83.20%

(iv) In our opinion and according to information and explanation given to us and based on audit procedures conducted by us, the Company has complied with the provisions of Sections 185 and 186 of the Companies Act, 2013 in respect of loans and advances granted and investments made. The Company has not given any guarantees and securities to any parties during the year.

(v) The Company has not accepted any deposit or amounts which are deemed to be deposits. Hence, reporting under clause 3(v) of the Order is not applicable.

(vi) In our opinion and according to the information and explanation given to us and based on our audit procedures conducted by us, the maintenance of cost records has not been specified by the Central Government under sub-section (1) of section

148 of the Companies Act, 2013 for the business activities carried out by the Company. Hence, reporting under clause (vi) of the Order is not applicable.

(vii) In respect of statutory dues:

(a) The Company does not have liability in respect of Service tax, Duty of excise, Sales tax and Value added tax during the year since effective 1 July 2017, these statutory dues has been subsumed into Goods and Services Tax ("GST")

According to the information and explanations given to us and on the basis of our examination of the records of the Company, in our opinion amounts deducted / accrued in the books of account in respect of undisputed statutory dues including GST, Provident fund, Employees State Insurance, Income-Tax, Cess and other statutory dues have been regularly deposited by the Company with the appropriate authorities; According to the information and explanations given to us and on the basis of our examination of the records of the Company, no undisputed amounts payable in respect of GST, Provident fund, Employees State Insurance, Income-Tax, Cess and other statutory dues were in arrears as at 31 March 2023 for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us and on the basis of our examination of the records of the Company, there are no statutory dues relating to GST, Provident Fund, Employees State Insurance, Income-Tax, Sales Tax, Service Tax, Duty of Customs, Value Added Tax or Cess or other statutory dues which have not been deposited on account of any dispute, except as mentioned below:

Name of Dues

Nature of Dues Forum where dispute is pending Period to which amount relates Amount involved in Rs.

1 Income Tax Act, 1961

Income Tax CIT Appeals NFAC A.Y. 2018-19 12,64,690/-

(viii) According to the information and explanations given by the management and based on the procedures carried out during the course of our audit, we have not come across any transactions not recorded in the books of accounts which have been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961.

(ix)

(a) In our opinion and according to the information and explanation given to us and on the basis of our audit procedures, the Company has not defaulted in repayment of loans or other borrowings or in the payment of interest thereon to any lender.

(b) In our opinion and according to the information and explanations given to us and on the basis of our audit procedures, we report that the company has not been declared wilful defaulter by any bank or financial institution or government or any government authority.

(c) The Company has not taken any term loan during the year and there are no outstanding term loans at the beginning of the year and hence, reporting under clause 3(ix)(c) of the Order is not applicable.

(d) In our opinion and according to the information and explanations given to us and on the basis of our audit procedures, we report that the company has not taken any loan from Banks or Financials Institutions and hence, reporting under clause 3(ix)(d) of the Order is not applicable.

(e) According to the information and explanations given to us and on an overall examination of the financial statements of the Company, we report that the company has not taken any funds from any entity or person on account of or to meet the obligations of its subsidiaries, associates or joint ventures.

(f) According to the information and explanations given to us and on the basis of our audit procedures, we report that the company has not raised any loans during the year on the pledge of securities held in its subsidiaries, joint ventures or associate companies.

(x)

(a) In our opinion and according to the information and explanations given to us and on the basis of our audit procedures, we report that the company has not raised moneys by way of initial public offer or further public offer (including debt instruments) during the year and hence reporting under clause 3(x)(a) of the Order is not applicable.

(b) In our opinion and according to the information and explanations given to us and on the basis of our audit procedures, we report that the company has not made any preferential allotment or private placement of shares or convertible debentures (fully or partly or optionally) and hence reporting under clause 3(x)(b) of the Order is not applicable.

(xi)

(a) In our opinion and according to the information and explanations given to us and on the basis of our audit procedures, we report that no fraud by the Company and fraud on the Company has been noticed or reported during the year.

(b) In our opinion no report under sub-section (12) of section 143 of the Companies Act has been filed by the auditors in Form ADT-4 as prescribed under rule 13 of Companies (Audit and Auditors) Rules, 2014 with the Central Government, during the year and upto the date of this report.

(c) In our opinion and according to the information and explanations given to us and on the basis of our audit procedures, we report that, no whistle-blower complaints were received during the year, by the company.

(xii) The Company is not a Nidhi Company and hence reporting under clause 3 (xii) of the Order is not applicable.

(xiii) In our opinion and according to the information and explanations and records made available to us by the company and audit procedures performed by us, all transactions with related parties are in compliance with section 177 & 188 of the Companies Act, 2013. The details of transactions during the year have been disclosed in the Financial Statements as required by the applicable accounting standards. Refer Note no. 35 to the Financial Statements.

(xiv)

(a) In our opinion and based on our examination, the Company has an internal audit system commensurate with the size and nature of its business.

(b) We have considered the internal audit report issued till date, for the period under audit.

(xv) According to the information and explanations given to us, in our opinion, during the year the Company has not entered into any non-cash transactions with its Directors or persons connected with its directors and hence provisions of section 192 of the Companies Act, 2013 are not applicable.

(xvi)

(a) The Company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934. Hence, reporting under clause 3(xvi)(a) and (b) of the Order is not applicable.

(b) The Company is not a Core Investment Company (CIC) as defined in the regulations made by the Reserve Bank of

India. Accordingly, clause 3(xvi)(c) of the Order is not applicable.

(c) According to the information and explanations provided to us during the course of audit, the Group does not have any CICs.

(xvii) The Company has not incurred any cash losses during the financial year ended on that date and the immediately preceding financial year.

(xviii) There has been no resignation of the statutory auditors of the Company during the year and accordingly reporting under clause 3(xviii) of the Order is not applicable.

(xix) According to information and explanations given to us and on the basis of the financial ratios, ageing and expected dates of realization of financial assets and payment of financial liabilities, other information accompanying the financial statements and our knowledge of the Board of Directors and Management plans and based on our examination of the evidence supporting the assumptions, nothing has come to our attention, which causes us to believe that any material uncertainty exists as on the date of the audit report indicating that Company is not capable of meeting its liabilities existing at the date of balance sheet as and when they fall due within a period of one year from the balance sheet date. We, however, state that this is not an assurance as to the future viability of the Company. We further state that our reporting is based on the facts up to the date of the audit report and we neither give any guarantee nor any assurance that all liabilities falling due within a period of one year from the balance sheet date, will get discharged by the Company as and when they fall due.

(xx) In our opinion and according to the information and explanations given to us, there is no unspent amount under subsection

(5) of section 135 of the Act pursuant to any project. Accordingly, clauses 3

(xx)

(a) and 3

(xx)

(b) of the Order are not applicable.

(xxi) On the basis of the Audit Report including CARO report issued by the statutory auditors of the subsidiary company there have been no qualifications or adverse remarks by the respective auditors and thus clause 3(xxi) of the Order is not applicable.

For Ramesh M. Sheth & Associates
Chartered Accountant
ICAI FRN No. 111883W

Place: Mumbai

Mehul R. Sheth

Date: 24 August, 2023

(Partner)

UDIN: 231015983GUPNF8532

(Membership No. 101598)