Golden Carpets Ltd Directors Report.

DIRECTORS’ REPORT

Dear Shareholders,

We have pleasure in presenting the Twenty Fourth (24th) Annual Report on the business and operations of the Company and Financial Results for the year ended 31st March, 2018.

FINANCIAL RESULTS:

The financial performance of the Company for the financial year ended 31st March, 2018 is summarized below:- Rs. In Lakhs.

Particulars Year ended 31.03.2018 Year ended 31.03.2017
1 Sales 41.79 67.8
2 Other Income 12.45 13.61
3 Total Income (1+2) 54.24 81.41
4 Total Expenses other than interest 76.65 105.90
5 Interest 0 0
6 Total Expenses other than Depreciation 76.65 105.90
7 Depreciation 13.37 19.76
8 Miscellaneous Expenditure Written off 0 0
9 Profit/ (Loss) before tax -35.78 -44.24
10 Provision for tax: MAT 0 0
11 Deferred Tax (Liability)/Asset 8.36 13.67
12 Profit/ (Loss) for the year after tax -27.42 -30.57

PERFORMANCE:

During the financial year ended as on 31stMarch, 2018, the Company recorded a total revenue of Rs. 54.24 (Previous financial year Rs.81.41) and earned Net Loss after taxes of Rs. 27.42 (Previous Year Net Loss after tax of Rs. 30.57).

EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENT:

There were no significant material changes and commitments affecting financial position of the company between 31st March, 2018and the date of Board’s Report.

CHANGE IN THE NATURE OF BUSINESS IF ANY:

There was no change in the nature of business of the Company during the financial year.

SHARE CAPITAL:

The Authorized Share Capital of the Company as on 31st March, 2018 was Rs. 10,50,00,000/-divided into 1,05,00,000 equity shares of Rs. 10/- each.

The Paid up Capital of the Company is Rs. 6,49,01,590 divided into 64,90,159 Equity Shares of Rs. 10/- each.

RESERVES:

Your Directors does not propose to carry any amount to General Reserve Account in view of insufficient profits.

DIVIDEND:

In view of insufficient profits for the year under review, the Board is unable to recommend dividend.

CORPORATE GOVERNANCE REPORT:

A separate report on Corporate Governance is enclosed as a part of this Annual Report. A certificate from the Auditors of the Company regarding compliance with Corporate Governance norms stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015is annexed to the Report on Corporate Governance.(Annexure I)

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 of the SEBI (LODR) Regulations, 2015is presented in a separate section forming part of the Annual Report.(Annexure II)

DIRECTORS AND KEY MANAGERIAL PERSONNEL: A. RETIREMENT BY ROTATION:

Pursuant to provisions of the Companies Act, 2013, Mrs. Meena Bhushan (DIN: 02454919), Director will retire at thisAnnual General Meeting and being eligible, offers herself for reappointment. The Board recommends her re -appointment.

B. APPOINTMENT: i. Mr. Suryanarayana Murthy Krovi (DIN 02008285) was appointed as an Additional Director on 12th April 2017 by the Board of Directors and who was appointed by the members at 23rd Annual General Meeting.

C. EVALUATION OF THE BOARD’S PERFORMANCE:

During the year, the Board adopted a formal performance evaluation policy for evaluating its performance and as well as that of its Committees and individual Directors, including the Chairman of the Board. The exercise was carried out through a structured evaluation process covering various aspects of the Board’s functioning such as composition of the Board & committees, experience & competencies, performance of specific duties & obligations etc. Separate exercise was carried out to evaluate the performance of individual Directors including the Board, Chairman who were evaluated on parameters such as attendance, contribution at the meetings and otherwise, independent judgment etc. The evaluation of the Independent Directors and that of the Chairman was carried out by the entire Board excluding the Director being evaluated and the evaluation of Non-Independent Directors was carried out by the Independent Directors. A separate meeting of Independent Directors was also held during the year wherein the performance of Chairman, Board and Executive Directors was evaluated. The Directors were satisfied with the evaluation results, which reflected the overall engagement of the Board and its Committees with the Company.

D. DECLARATION BY INDEPENDENT DIRECTORS:

All the Independent Directors of the Company have given declaration stating that they meet the criteria of independence as provided under Companies Act, 2013 and Regulation 16(1)(b) of theSEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015.

E. FAMILIARIZATION PROGRAMME OF INDEPENDENT DIRECTORS:

As required under Regulation 25(7) of the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, each newly appointed Independent Director is taken through a formal induction program including the presentation from the Managing Director on the Company’s manufacturing, marketing, finance and other important aspects.The induction for Independent Directors include interactive sessions with Executive Committee Members, Business and Functional Heads, visit to the manufacturing site etc.

POLICIES:

A. REMUNERATION POLICY

The Board has on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration as required under Sec 178 of the Companies Act, 2013 and Regulation 19(4) read with Schedule II of the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015. The Remuneration Policy is attached to this report (Annexure III).

B. VIGIL MECHANISM/WHISTLE BLOWER POLICY:

The Company has formulated a Whistle blower policy and has established vigil mechanism for employees including Directors of the Company to report genuine Concerns. The provisions of this Policy are in line with the provisions of the Section 177(9) of the Act.

C. POLICY ON BOARD DIVERSITY:

The Board has on the recommendation of the Nomination & Remuneration Committee framed a policy on Board Diversity as required Regulation 19(4) read with Part D of Schedule IIof the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015.

D. RISK MANAGEMENT POLICY:

The Board of Directors has adopted an Enterprise Risk Management Policy framed by the Company, whichidentifies the risk and lays down the risk minimization procedures. These procedures are periodically reviewedto ensure that executive management controls risk through means of a properly defined framework.

E. PRESERVATION OF DOCUMENTS AND ARCHIVAL POLICY:

The Company has formulated a Policy pursuant to Regulation 9 and 30(4) of the SEBI (Listing obligations and Disclosure Requirements) Regulations, 2015 on Preservation of the Documents to ensure safekeeping of the records and safeguard the Documents f rom getting manhandled, while at the same time avoiding superfluous inventory of Documents.

F. POLICY ON DISCLOSURE OF MATERIAL EVENTS/INFORMATION:

The Policy is framed in accordance with the requirements of the Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The objective of the Policy is to determine materiality of events or information of the Company and to ensure that such information is adequately disseminated in pursuance with the Regulations and to provide an overall governance framework for such determination of materiality.

G. POLICY ON RELATED PARTY TRANSACTIONS:

The Board of Directors has adopted a Policy on materiality of and dealing with related party transactions. No material contract or arrangements with related parties were entered into during the year under review.

Your Company’s Policy on Related Party Transactions as adopted by your Board can be accessed on the Company’s website.

H. INSIDER TRADING POLICY:

The Board of Director has adopted the Insider Trading Policy in accordance with the requirement of the SEBI (Prohibition of Insider Trading) Regulations, 2015. The Insider Trading policy of the Company lays down guidelines & procedures to be followed, and disclosures to be made while dealing with the shares of the Company, as well as the consequences of the violations. The policy has been formulated to regulate, monitor and ensure reporting of deals by employees and to maintain highest ethical standards of dealing in Companies shares.

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 preventing of insider trading, same is available on our website.

I. AUDITORS & AUDITORS’ REPORT: A. STATUTORY AUDITORS:

Pursuant to the provisions of Section 139 and other applicable provisions, if any, of the Companies Act, 2013, read with rules made thereunder, M/s L S Reddy & Associates, Chartered Accountants, who were appointed as Statutory auditor of the company for a period of five years from the conclusion of 21st Annual General Meeting till the conclusion of 26th Annual General Meeting, be and is hereby ratified and the remuneration payable shall be as may be agreed upon between the Board of Directors and Auditors in addition to the reimbursement of service tax and actual out of pocket expenses incurred in relation with the audit of accounts of the Company.

M/s. L S Reddy & Associates, Chartered Accountants., Hyderabad were appointed as Statutory Auditors in the 21st AGM for a period of 5 years until the conclusion of 26th AGM.

Ministry of Corporate Affairs vide its notification dated May 7, 2018 has done away with the requirement of seeking ratification of appointment of statutory auditors by members at each AGM. Accordingly, no such item has been considered in notice of the 24th AGM.

The Auditors’ Report does not contain any reservation, qualification or adverse remarks. B. SECRETARIAL AUDITOR:

During the year, the Company has appointed Mr. Ramesh Atruli Company Secretary in practice (Membership No. 30844, C P No. 16418) as Secretarial Auditor. The Secretarial Audit report for the financial year 2017-18 is annexed herewith to this Report. (Annexure IV)

Qualifications/ Remarks Replies
1. The Company has not appointed Whole Time Company Secretary as required under Section 203 of Companies Act 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Since your company operations are limited and the company is running into losses, the company has not appointed a whole-time company secretary and an Internal Auditor.
2. The Company has not appointed Internal Auditor as required under the provisions of Section 138 read with Rule 13 of the Companies (Accounts) Rules, 2014. However, Company has appointed R & A Associates, Company Secretaries Firm as consultants to advice on thesecretarial compliances and the listing compliances

DIRECTORS’ RESPONSIBILITY STATEMENT:

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013: a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; b) the directors had 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) the directors had 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 directors had prepared the annual accounts on a going concern basis;

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

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

NAMES OF THE SUBSIDIARIES/ASSOCIATES/JOINT VENTURES:

No companies have become or ceased to be as its Subsidiaries, joint ventures or associate companies during the financial year.

CORPORATE SOCIAL RESPONSIBILITY:

The Company is not required to constitute a Corporate Social Responsibility Committee as it does not fall within purview of Section 135(1) of the Companies Act, 2013 and hence it is not required to formulate policy on Corporate Social Responsibility.

RELATED PARTY TRANSACTIONS:

There was no contract or arrangements made with related parties as defined under Section 188 of the Companies Act, 2013 during the year under review.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, is annexed and marked and forms part of this Report. (Annexure V)

INTERNAL FINANCIAL CONTROLS:

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation was observed.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:

The Company has not given any loan, given guarantee or provided security or made any investments pursuant to the provisions of Section 186 of Companies Act, 2013.

DISCLOSURE PERTAINING TO SEXUAL HARRASMENT OF WOMEN AT WORKPLACE:

Your Company has always believed in providing a safe and harassment free workplace for every individual working in premises through various interventions and practices. The Company always endeavours to create and provide an environment that is free from discrimination and harassment including sexual harassment.

Also, there were no complaints reported under the Prevention of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

DISCLOSURES:

A. EXTRACT OF ANNUAL RETURN:

Extract of Annual Return of the Company is annexed herewith to this Report. (Annexure VI)

B. COMMITTEES OF THE BOARD:

Currently the Board has three Committees:

1. The Audit Committee

2. The Nomination and Remuneration Committee

3. Stakeholders relationship committee

1. COMPOSITION OF AUDIT COMMITTEE:

Currently, the Audit Committee consists of the following members:

a. Mrs. Meena Kerur

b. Mr. Ramana Naik

c. Mr. Suryanarayana Murthy Krovi

The above composition of the Audit Committee consists of independent Directors viz., Mr. Suryanarayana Murthy Krovi and Mr. Ramana Naik who form the majority.

2. COMPOSITION OF NOMINATION AND REMUNERATION COMMITTEE:

The Company’s Policy relating to appointment of Directors, payment of Managerial remuneration, Directors’ qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178(3) of the Companies Act, 2013 is furnished in Annexure III and is attached to this report.

Currently, the Nomination and Remuneration Committee consists of the following members-

a. Mrs. Meena Kerur

b. Mr. Ramana Naik

c. Mr. Suryanarayana Murthy Krovi

3. COMPOSITION OF STAKEHOLDERS RELATIONSHIP COMMITTEE:

Currently, the Stakeholders Relationship Committee consists of the following members-

a. Mrs. Meena Kerur

b. Mr. Ramana Naik

c. Mr. Suryanarayana Murthy Krovi

C. VIGIL MECHANISM:

The Company has implemented a vigil mechanism policy to deal with instance of fraud and mismanagement, if any. It provides for the directors and employees to report genuine concerns and provides adequate safeguards against victimization of persons who use such mechanism. The Policy on vigil mechanism may be accessed on the Company’s website at the link: http:// www.goldencarpets.com/whistle-blower-policy.html. There were no complaints received during the year 2017-18.

D. NUMBER OF BOARD MEETINGS:

The Board of Directors of the Company met Seven (7) times during the financial year. For further details like attendance of Directors, please refer report on Corporate Governance.

E. LISTING FEES:

The Company confirms that it has paid listing fees for the year to BSE Limited where its shares are listed.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

The information relating to remuneration of Directors and details of the ratio of the remuneration of each Director to the median employee’s remuneration and other details as required pursuant to section 197(12) of the Act read along with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed.(Annexure- VII) Pursuant to Rule 5(2) of the Companies (Appointment and Remuneration Managerial Personnel) Rule, 2014, there are no employees who are in receipt of remuneration of Rs. 1,02,00,000/- or more per annum or Rs. 8,50,000/- or more per month or where employed for a part of the year.

DETAILS OF DEPOSITS:

Your Company has not accepted any deposits from the public during the financial year.

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

During the year, there were no significant and material orders that were passed by the regulators or courts or tribunals impacting the going concern status and the Company operations in future.

DECLARATION WITH THE COMPLIANCE WITH THE CODE OF CONDUCT BY MEMBERS OF THE BOARD AND SENIOR MANAGEMENT PERSONNEL:

The Company has complied with the requirements about code of conduct for Board members and Sr. Management Personnel.

The said policy is available on the website of the Company.

GENERAL DISCLOSURES:

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the financial year under review:

a. Details relating to deposits covered under Chapter V of the Companies Act, 2013.

b. The Company has no subsidiaries, joint ventures or associate companies.

c. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company’s operations in future.

APPRECIATION:

The Board of Directors is pleased to place on record their appreciation of the co-operation and support extended by the Financial Institutions, Banks and various State and Central Government Agencies.

The Board would also like to thank the Company’s shareholders, customers, suppliers for the support and the confidence which they have reposed in the management. The Board place on record its appreciation of the contribution made by the employees at all levels for their hard work, solidarity, co-operation and support.

By order of the Board of Directors
For Golden Carpets Ltd
Place: Hyderabad
Date: 20.08.2018 Sd/-
SRIKRISHNA NAIK
Chairman& Managing
Director
DIN: 01730236
Add: 8-2-596/5/B/1/A, Road No 10,
Banjara Hills, Hyderabad – 500 034 Telangana