golden bull research growth ltd share price Directors report


To,

The Shareholders,

Golden Bull Research & Growth Limited

The Directors have pleasure in presenting their 34TH Annual Report of the Company together with the Audited Statement of Accounts for the year ended 31st March, 2017.

FINANCIAL RESULTS:

The Financial Results are stated as under: (Rs.)
PARTICULARS Year Ended 31.03.2017 Year Ended 31.03.2016
Sales & Operating Income - 83,77,500
Other Income 3,10,000 11,70,003
Total Income 3,10,000 9,547,503
Total Expenditure with Depreciation 3,26,729 94,66,155
Gross Income/ (Loss) before Taxation (16,729) 81,348
Provision for Taxation 18,815 38,727
Net Profit/(Loss) (10,910) 68,909

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis as required by the Listing Regulations is incorporated herein by reference and forms an integral part of this report as (Annexure 1)

OPERATIONS:

The Company has earned loss of Rs. 10,910/- during the current financial year ended on 31.03.2017.

ECONOMIC OUTLOOK:

According to the International Monetary Fund (IMF), the global economy is expected to grow at approximately 3.2% in 2017. USA is showing signs of strong fundamentals (low unemployment, consumer spending etc.), which continue to support recovery. Asia contributed on an average two-thirds to the global economic growth in the past few years and is expected to continue driving this growth in 2017. Japan is expected to remain steady while China is expected to witness a marginal slowdown in growth.

Risks to global growth in the form of deflation, slowdown in China, lower commodity prices and interest rate hike in USA continue to weigh heavily on the growth momentum and outlook.

GDP growth in Europe is expected to remain low as the strength of supportive factors (accommodative monetary policy, low energy prices and Euro depreciation) diminishes, amidst uncertainty relating to Britains referendum, migrant crisis and geo-political tensions. Europe continues to face multiple headwinds due to high debt levels, a fragile banking sector and increasing political impasse.

India is expected to continue its growth momentum in Financial Year 2017-18 on the back of robust manufacturing & Service sector growth. Further, various measures such as ‘Make in India, ‘Smart Cities, ‘Digital India that the Government has been taking in the last couple of years are beginning to show results and the gradual implementation of structural reforms will continue to broaden and contribute towards higher growth to the Country and good business growth is expected.

BUSINESS OVERVIEW DURING THE YEAR:

The current year, so far, have not witnessed any significant jump in terms of textile business. However, your Directors are continuously looking for new avenues for the future growth of the Company and look forward to a robust growth. Sustained efforts of the Board would hopefully mitigate the accumulated losses of the Company as quickly as possible.

EXTRACT OF ANNUAL RETURNS:

In accordance with Section 134(3)(a) of the Companies Act, 2013, an extract of the annual return is annexed as (Annexure -III).

1. The Paid up capital of the Company is Rs. 4,74,00,000/-.

2. The Board of Directors of the company as on 31.03.2017 consists of 4 Directors namely Mr. Pankaj Jain Managing Director, Mr. Naveen Kumar Executive Director, Mr. Jaya Shaw Independent Director (Women Director) and Mr. Arun Kumar Nahata Independent Director of the Company.

3. The secured debt of the company is Nil.

4. The Promoters holding is consists of 690000 equity shares of Rs.1/- each amounting to 1.46 %.

5. There was no un-paid dividend during the year.

DIVIDEND:

The board regrets its inability to declare any dividend for the year under review.

SHARE CAPITAL:

During the year under review, the Companys share capital remained unchanged. The Authorised Share Capital of the Company is Rs. 4,75,00,000 (Rs. Four Crores Seventy Five Lakh only) divided into 475,00,000 (Four Crores Seventy Five Lakhs) Equity Shares of Re. 1/- each. The Issued Share, Subscribed & Paid-up Capital is Rs. 474,00,000 (Rs. Four Crores Seventy Four Lakhs only) divided into 474,00,000 (Four Crores Seventy Four Lakhs) Equity Shares of Re. 1/- each.

TRANSFER TO RESERVES:

Your Company has not transferred any amount to the Reserve & Surplus.

SUBSIDIARY ASSOCIATES AND JOINT VENTURE COMPANY:

Your Company does not have any subsidiaries, joint ventures and associate companies as on March 31, 2017 and therefore the requirements of sub Section (3) of Section 129 of Companies Act, 2013 will not be applicable to the Company.

The Company has not required in accordance with Sub Section (3) of Section 129 of the Companies Act, 2013 prepared consolidated financial statements of the Company.

The Company has in accordance with Sub Section (2) of Section 129 Section 129 of the Companies Act, 2013 prepared Standalone financial statements of the Company.

Further, the report on the performance and financial position of the subsidiary, associate and joint venture and salient features of the financial statements in the prescribed Form AOC-1 does not form part of the report.

DETAILS OF CONTRACTS / ARRANGEMENTS WITH RELATED PARTIES:

As required in terms of provisions of Section 188 of the Companies Act, 2013 the details of certain contracts / arrangements with related parties are required to be disclosed in form AOC-2 as a part of this report, however during the year your Company has not entered into any such contract /arrangements with related parties, hence AOC – 2 is not part of the report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE ACT:

Details of the loans made by the Company to other body corporate or entities are given in notes to financial statements, loans, guarantee, Investments are under the prescribed limited as per the Companies Act.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE:

1. The Bombay Stock Exchange Ltd. vide its Order Number 2015121-2 dated December 21, 2015 regarding suspension of trading in the Securities of the Company w.e.f. December 24, 2015.

The Bombay Stock Exchange further vide its notice no. 20151218-28 dated December 18, 2015, notice no. 20160115-8 dated January 15, 2016 and notice no. 20160304-28 dated March 04, 2016 intimated the end to end process for suspension of revocation.

The Board of your company taken on records all the notices of the Exchange and Board will shortly start the process to Revocation of suspension and for regular trading of the securities of the Company on the Stock Exchange.

DEPOSITS:

As on 31.03.2017, the company held no deposit in any form from anyone. There was no deposit held by the company as on 31.03.2017, which was overdue or unclaimed by the depositors. For the present the broad of directors have resolved not to accept any deposits from public.

LISTING:

The equity shares of the Company are listed at the Bombay Stock Exchange Ltd. and Kolkata Stock Exchange Ltd.

Listing Agreement:

During the year, SEBI notified the Listing Regulations and the same were effective December 1, 2015. The Listing Regulations aim to consolidate and streamline the provisions of the erstwhile listing agreement for different segments of capital markets to ensure better enforceability. In terms of the Listing Regulations, all listed entities were required to enter into a new listing agreement with the stock exchanges.

In compliance with the requirement, the Company has executed the listing agreement with the BSE Limited.

PARTICULARS OF EMPLOYEES:

In terms of the provisions of Section 197 (12) of the Companies Act, 2013 read with the Rule 5(2) of the Companies (Appointment and Remuneration) Rules, 2014, as amended from time to time, the Company is required to disclose the ratio of the remuneration of each director to the median employees remuneration and such other details, however the company has not paid any remuneration to its KMP and other Directors during the financial year hence there are no such details for reporting under this clause.

CORPORATE GOVERNANCE:

In accordance with SEBI Circular CIR/CFD/POLICY CELL/7/2014 dated 15th September 2014 and as per the Regulation 15 of the SEBI (Listing obligations and Disclosure Requirements) Regulations, 2015 provisions of regulation 27, reporting on Corporate Governance, shall not apply to the listed entity having paid up share capital not exceeding Rs. 10 crore and the Net Worth not exceeding Rs. 25 crore as on the last day of the previous financial year i.e. March 31, 2017, the Company even though being an listed entity since does not falls under the criteria attracting the obligations to adhere to the compliance with the compliances of Clause 49 of Listing Agreement amended (under Regulation 27(2) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

However the Board has decided to continue to comply with the requirements of for best secretarial practice of Corporate Governance as stipulated under clause 49 of the Equity Listing Agreement and accordingly, the summary Report on Corporate Governance forms part of the Annual Report as (Annexure - IV).

The requisite Certificate from the Statutory Auditors of Company Anupam Sarkar, Chartered Accountant Kolkata, regarding compliance with the conditions of Corporate Governance is annexed to this Report.

BOARD OF DIRECTORS:

During the year the Board of Company comprises of the following Directors:

Mr. Pankaj Jain - Managing Director
Mr. Navin Kumar - Executive Director
Mr Arun Kumar Nahta - Independent Director
Ms. Jaya Shaw - Independent Director (Women Director)

RE-APPOINTMENT (RETIRE BY ROTATION):

As per the provisions of Section of the Companies Act, 2013, Mr. Naveen Kumar will retire at the ensuing AGM and being eligible, seeks re-appointment. The profile and particulars of experience, attributes and skills that qualify Mr. Naveen Kumar for the Board membership is disclosed in the Notice convening the AGM. The Board recommends and seeks your support in confirming Mr. Naveen Kumar re-appointment.

BOARD COMOPOSITION

There was no change in the composition of Board of Director during the current financial year.

BOARD MEETINGS:

The Company scheduling of meetings of Board with proper notices and agenda & calendar is prepared and circulated in advance. The Board met Four (4) times during the year 2016-17, the details of which are given in the Corporate Governance Report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and the Listing Regulations.

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION:

The Nomination and Remuneration Committee (NRC) works with the Board to determine the appropriate characteristics, skills and experience for the Board as a whole and its individual members with the objective of having a Board with diverse backgrounds and experience in business, education. Characteristics expected of all Directors include independence, integrity, high personal and professional ethics, sound business judgment, ability to participate constructively in deliberations and willingness to exercise authority in a collective manner.

The policy of the Company on directors appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under Subsection (3) of Section 178 of the Companies Act, 2013, adopted by the Board, are stated in this Board report. We affirm that the remuneration paid to the directors is as per the terms laid out in the nomination and remuneration policy of the Company.

FAMILIARISATION AND TRAINING PROGRAMME FOR INDEPENDENT DIRECTORS:

Every new independent director of the Board attended an orientation program. To familiarize the new inductees with the strategy, operations and functions of our Company, the executive directors / senior managerial personnel make presentations to the inductees about the Companys strategy, operations, product and service offerings, markets, software delivery, organization structure, finance, human resources, technology, quality, facilities and risk management.

The Company has organized the following workshops for the benefit of Directors and Independent Directors:

(a) a program on how to review, verify and study the financial reports;

(b) a program on Corporate Governance;

(c) Provisions under the Companies Act, 2013; and

(d) SEBI Insider Trading Regulation, 2015;

(e) SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015

Further, at the time of appointment of an independent director, the Company issues a formal letter of appointment.

BOARD EVALUATION:

The Board evaluated the effectiveness of its functioning, that of the Committees and of individual Directors. The Board, through Nomination and Remuneration Committee, sought the feedback of Directors on various parameters such as:

33Degree of fulfilment of key responsibilities towards stakeholders;

• The structure, composition and role clarity of the Board and Committees;

• Extent of co-ordination and cohesiveness between the Board and its Committees;

• Effectiveness of the deliberations and process management;

• Board/Committee culture and dynamics; and

• Quality of relationship between Board Members and the Management.

The Chairman of the Board had one-on-one meeting with the Independent Directors and the Chairman of NRC had one-on-one meeting with the Executive and Non-Executive Directors. These meeting were intended to obtain Directors inputs on effectiveness of the Board/Committee processes.

The Board considered and discussed the inputs received from the Directors. Also, the Independent Directors at their meeting, reviewed the performance of the Board, Chairman of the Board and that of Non-Executive Directors.

COMMITTEES OF THE BOARD:

Currently, the Board has three committees: 1. Audit Committee, 2. Nomination and Remuneration Committee, 3. Stake Holders Relationship Committee & Share Transfer Committee.

A detailed note on the Board and its committees is provided under the corporate governance report section in this Annual Report.

COMPENSATION POLICY FOR THE BOARD AND SENIOR MANAGEMENT:

Based on the recommendations of NRC, the Board has approved the Remuneration Policy for Directors, Key Managerial Personnel (KMP) and all other employees of the Company. As part of the policy, the Company strive to ensure that the remuneration paid to the Board members and Senior Management should be appropriate and under the limit of the act.

The Remuneration Policy for Directors, KMP and other employees was adopted by the Board during the F.Y. 2014-15, during the year, there have been no changes to the Policy.

INDEPENDENT DIRECTORS DECLARATIONS:

The Company has received necessary declaration from each independent director 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 the Listing Agreement.

In the opinion of the Board, the independent directors are, individually, person of integrity and possess relevant expertise and experience.

The Independent Directors under section 149(6) of the Companies Act, 2013 declared that:

1. They are not a promoter of the Company or its holding, subsidiary or associate company;

2. They are not directors in the company, its holding, subsidiary or associate company.

3. The independent Directors have/had no pecuniary relationship with company, its holding, subsidiary or associate company, or their promoters, or directors, during the two immediately preceding financial years or during the current financial year;

4. None of the relatives of the Independent Directors have or had pecuniary relationship or transaction with the company, its holding, subsidiary or associate company, or their promoters, or directors, amounting to two percent. or more of its gross turnover or total income or fifty lakh rupees or such higher amount as may be prescribed, whichever is lower, during the two immediately preceding financial years or during the current financial year;

5. Independent Director, neither himself nor any of his relatives—

• holds or has held the position of a key managerial personnel or is or has been employee of the company or its holding, subsidiary or associate company in any of the three financial years immediately preceding the financial year in which he is proposed to be appointed;

• is or has been an employee or proprietor or a partner, in any of the three financial years immediately preceding the financial year in which he is proposed to be appointed, of—

• a firm of auditors or company secretaries in practice or cost auditors of the company or its holding, subsidiary or associate company; or

DIRECTORS RESPONSIBILITY STATEMENT AS REQUIRED UNDER SECTION 134(3) (c) OF THE

COMPANIES ACT, 2013:

The financial statements are prepared in accordance with the Generally Accepted Accounting Principles (GAAP) under the historical cost convention on accrual basis.

GAAP comprises mandatory accounting standards as prescribed under Section 133 of the Companies Act, 2013 (the Act), read with Rule 7 of the Companies (Accounts) Rules, 2014, the provisions of the Act (to the extent notified) and guidelines issued by the Securities and Exchange Board of India (SEBI).

Based on the framework of internal financial controls established and maintained by the Company, work performed by the Internal Audit Team, statutory Auditors and secretarial auditors including audit of internal financial controls over financial reporting by the statutory auditors and the reviews performed by Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Companys internal financial controls were adequate and effective during Financial Year 2016-17.

Accordingly, pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability confirm:

a) That in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b) That we have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period;

c) That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) That the annual accounts have been prepared on a going concern basis;

e) That proper systems to ensure compliance with the provisions of all applicable laws were in place and that such systems were adequate and operating effectively; and

f) That proper internal financial controls were laid down and that such internal financial controls are adequate and were operating effectively.

DISCLOSURES AS PER SECTION 134 (3) (M) OF THE COMPANIES ACT, 2013:

i) CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION:

The Companys operations do not require any disclosure of particulars of conservation of energy and technology absorption prescribed by the rules are not applicable.

ii) FOREIGN EXCHANGE EARNING:

The Company has no foreign exchange inflow or outflow during the year under review.

PARTICULARS OF EMPLOYEES:

In terms of the provisions of Section 197 (12) of the Companies Act, 2013 read with the Rule 5(2) of the Companies (Appointment and Remuneration) Rules, 2014, as amended from time to time, the Company is required to disclose the ratio of the remuneration of each director to the median employees remuneration and such other details, however there are no such details for reporting under this clause.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

Your Company does not met any of the criteria mentioned in Section 135 of Companies Act, 2013 and therefore is not required to comply with the requirements mentioned therein.

AUDITORS:

STATUTORY AUDITORS & AUDITORS REPORT:

Anupam Sarkar, Chartered Accountants (Membership No. 050083) Kolkata, who was appointed in the 32nd annual general Meeting as a statutory auditors of the Company for a period of 3 year to hold the office until the conclusion of the 35th Annual General Meeting pursuant to Section 139 and other applicable provisions of the Companies Act, 2013 and the Rules made there under, as amended from time to time.

As per the requirements of the Provisions of Section 139 of the Companies Act, 2013 the Shareholders are required to ratify the appointment of Anupam Sarkar, Chartered Accountants (Membership No. 050083), Chartered Accountant at the ensuing Annual General Meeting.

The Auditors have not made any qualification to the financial statement. Their reports on relevant notes on accounts are self explanatory and do not call for any comments under section 134 of the companies Act, 2013.

SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT:

Mr. Anand Khandelia, Practicing Company Secretaries was appointed to conduct the secretarial audit of the Company for the financial year 2016-17 as required under Section 204 of the Companies Act, 2013 and Rules thereunder. Secretarial Auditors have not made any qualification in secretarial audit Report.

The secretarial audit report for FY 2016-17 forms part of the Annual Report and part of the Boards report as "Annexure - II".

The secretarial auditor in his report given the observations on the Compliances of the company.

DIRECTORS EXPLANATION FOR THE OBSERVATIONS OF SECRETARIAL AUDITOR:

With respect to the observations of the Secretarial Auditor in their report regarding delayed filings with Registrar of Companies and Stock Exchange, due to lack of complete knowledge and compliance requirements of new Companies Act and new rules thereon and due to Change Companies Act and rules thereon as well as change in listing agreement (applicability of uniform listing agreements) and change of requirements of compliance the filings were late with Exchange, the Board of the Company taken on record the same, and the board decided to take the necessary steps to implement the strong Compliance system, Further the Board is looking for suitable candidates to handle compliances of the company. The Board of director will shortly take necessary steps to revocation of the Suspension of trading of the Securities of the Company on BSE Ltd and securities will be tradable shortly o BSE Ltd.

INTERNAL FINANCIAL CONTROLS SYSTEM WITH REFERENCE TO THE FINANCIAL STATEMENTS:

The Board of Directors of the Company is responsible for ensuring that Internal Financial Controls have been laid down in the Company and that such controls are adequate and operating effectively. The foundation of Internal Financial Controls (IFC) lies in the Companies Code of Conduct, policies and procedures adopted by the Management, corporate strategies, annual management reviews, management system certifications and the risk management framework.

The Company has IFC framework, commensurate with the size, scale and complexity of its operations. The framework has been designed to provide reasonable assurance with respect to recording and providing reliable financial and operational information, complying with applicable laws.

The controls, based on the prevailing business conditions and processes have been tested during the year and no reportable material weakness in the design or effectiveness was observed. The framework on Internal Financial Controls over Financial Reporting has been reviewed by the internal and external auditors.

The Company has its own Internal Audit system, the scope and authority of the Internal Audit function is to maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee.

The Internal Audit team monitors and evaluates the efficacy and adequacy of internal control systems in the Company, accounting procedures and policies of the Company. Based on the report of internal audit function, process owners undertake corrective action(s) in their respective area(s). Significant audit observations and corrective action(s) thereon are presented to the Audit Committee. The Audit Committee reviews the reports submitted by the Internal Auditors annually.

CODE OF CONDUCT:

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the company. The Company believes in "Zero Tolerance" against bribery, corruption and unethical dealings / behaviours of any form and the Board has laid down the directives to counter such acts. The Code has been posted on the Companys website www.kausambivanijya.com

The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders.

The Code gives guidance through examples on the expected behaviour from an employee in a given situation and the reporting structure.

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

DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITIONAND REDRESSAL) ACT, 2013:

The Company has zero tolerance towards sexual harassment at the workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of

Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under. During the year, the Company has not received complaint of sexual harassment.

RISK MANAGEMENT:

The Company is open to the elements to uncertainties owing to the sectors in which it operates. These uncertainties create new business opportunities with intrinsic risks. A key factor in determining a companys capacity to create sustainable value is the level of risk that the company is willing to take (at planned and functioning levels) and its ability to manage them effectively. Many risks exist in a companys operating environment and they emerge on a regular basis.

The Company has been proactive in adopting new and effective tools to protect the interests of its stakeholders through establishment of effective Enterprise Risk Management (ERM). The Companys Risk Management processes focus on ensuring that these risks are identified on a timely basis and reasonably addressed.

VIGIL MECHANISM:

The Company has formulated the Whistle Blower Policy and adopted by board for Directors & Employees, Whistle Blower Policy for Vendors and Whistle Blower Reward and Recognition Policy for Employees 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 Whistle Blower Policy for Directors & employees is an extension of the Companies Code of Conducts that requires every Director or employee to promptly report to the Management any actual or possible violation of the CoC or any event wherein he or she becomes aware of that which could affect the business or reputation of the Company.

The Whistle Blower Policy for Employees has been implemented in order to whistle on any misconduct, unfair trade practices or unethical activity taking place in the Company, the Committee reports to the Audit Committee and the Board.

PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. 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 Board of Directors and the designated employees have confirmed compliance with the Code.

ACKNOWLEDGEMENTS:

We thank our investors/Members, dealers, customers, business associates and bankers for their continued support during the year and we look forward to their continued support in the future. We place on record our appreciation of the contribution made by employees at all levels.

Our resilience to meet challenges was made possible by their hard work, team spirit, co-operation and support.

FOR AND ON BEHALF OF THE BOARD
GOLDEN BULL RESEARCH & GROWTH LIMITED
Place: Kolkata
Date: 14/08/2017
Sd/- Sd/-
Pankaj Jain Naveen Kumar
Regd. Off. (Managing Director) (Director)
128, Hozra Road, Khirod Ghosh Market, DIN: 07136843 DIN: 06829557
Kolkata – 700026