BOARD'S REPORT To, The Members, Your Directors have pleasure in presenting the Fifty-Ninth Annual Report together with the audited financial statement of the Company for the financial year ended March 31, 2015. PERFORMANCE OF THE COMPANY During the year, the industry volume declined by 5% which affected the Company's volume drastically. Increased grey market activities coupled with the increased excise and VAT are the factors which have adversely affected the organized sector at large. However, on the export front, the Company has performed reasonably well mainly due to the growth in new brands Panama and Chancellor in 84 MM king size cigarettes launched during the year under review. The consumers' response from UAE is favorable and your Directors are confident of further increase in volume as well as turnover. The Company has also spread its wings in several new markets with new brands and regular orders have started flowing in. This is likely to result in not only increased turnover but increase in bottom line as well. Hence, your directors are optimistake of better performance in the current financial year. STATUS OF BIFR SCHEME In compliance with the Hon'ble Delhi High Court order, the Company had earlier filed Modified Draft Rehabilitation Scheme (MDRS) before the Hon'ble BIFR for implementing the unimplemented provisions of Sanctioned Scheme, 2002 which was in operation up to March 31, 2011. Accordingly, the Hon'ble BIFR has appointed Canara Bank as Monitoring Agency to examine the MDRS submitted by the Company and give their comments. Thereafter, in pursuit of recent direction given by BIFR in this regard the Company has submitted the revised MDRS to the Hon'ble BIFR and to Monitoring Agency for their further examination and onward submission to the Hon'ble BIFR. REAL ESTATE DEVELOPMENTS The Company had started the Real Estate Business in the year 2007-2008, when its Hyderabad property was offered for Joint Development. Earlier it could not be materialized due to some disputes. However, now commissioning of the project is awaited pending environmental and other clearances from the concerned authorities. The Company entered into a Memorandum of Understanding (MOU) in the year 2009-10 with reputed developers to jointly develop its Vile Parle, Mumbai property. However, the development could not be proceeded because of the failure of the parties to make further payment as agreed as also in view of filing of suit by the Company's minority shareholders in the Hon'ble City Civil Court, Dindoshi Mumbai challenging the MOU signed by the Company with the developers for Vile Parle property. The Hon'ble Court has granted ad-interim stay in respect of operation of the MOU. However, your Directors are exploring the alternative avenues for sale of the aforesaid property. In addition to above, the Hon'ble Supreme Court and High Court Gujarat have also put an embargo restraining the Company from disposal of Vile Parle Property. The Company, in its revised Modified Draft Rehabilitation Scheme (MDRS) submitted to the Hon'ble BIFR and Monitoring Agency, prayed Hon'ble BIFR to allow the Company to refund the advances received from the developers by selling the Vile Parle property to the strategic buyer, subject to approval of the Hon'ble Supreme Court and High Court. The Central Excise department litigation is pending before the Hon'ble AAIFR as also the Income Tax department litigation is pending before the Hon'ble Supreme Court and AAIFR. In view of aforesaid constraints, presently the Company has not been able to proceed in its real estate business. However, the management is hopeful of receiving favorable decisions from Hon'ble Supreme Court and High Court as also approval of the MDRS from the Hon'ble BIFR to enable the Company to sell its Vile Parle properties. Your Directors are therefore, optimistic of commencement of real estate business. DIVIDEND Your Directors do not recommend any dividend on equity shares of the Company in view of the carried forward losses, SHARE CAPITAL: The paid up Equity Capital of the Company as on March 31, 2015 was Rs. 17,58,80,212 comprising of 1,76,00,802 equity shares of Rs. 10 each. During the year under review, the Company has neither bought back nor issued any kind of equity shares either by bonus or by right or stock option or sweat equity or otherwise. FINANCE: During the year under review, your Company continues to focus on judicious management of its working capital, receivables and inventories. Other working capital parameters are being kept under strict check through continuous monitoring. DEPOSITS : The Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS: The particulars of loans, guarantees and investments have been disclosed in the financial statements. CORPORATE SOCIAL RESPONSIBILITY : The Company does not fall in any of the criteria as specified in section 135 (1) of the Companies Act, 2013 and accordingly, the Company is not required to comply with provision of section 135 of the Act and rules framed there under. CORPORATE GOVERNANCE The Company is committed to maximize the value of its stakeholders by adopting the principles of good Corporate Governance in line with the Companies Act, 2013 read with Clause 49 of the Listing Agreement with the Stock Exchange(s).A separate report of Corporate Governance stipulated under Clause 49 of the Listing Agreement forms part of Annual Report and annexed with the report. MANAGEMENT DISCUSSION AND ANALYSIS Management Discussion and Analysis Report is given under the separate head where the detailed operational performance of the Company has been comprehensively discussed, which forms part of Annual Report and annexed with the report. ENVIRONMENT, OCCUPATIONAL HEALTH AND SAFETY Good environment as well as safe & healthy working conditions are at the root of the good performance. Your Company has been in a constant quest for providing to its employees, a very congenial work environment which will in turn add to the performance of the Company. Keeping in mind the dynamism in the environment, your Company is continuously imparting requisite training to its employees in their respective fields of work. Health and safety of our employees is of prime concern to us. The workplace is designed to abate the hazards naturally prone to our product. No accident or any pollution problem was noticed during the year. Care is taken to ensure that all laws pertaining to environment, pollution, health and safety of employees and other relevant enactments are being scrupulously adhered to. Our commitment towards the society in terms of providing a clean and healthy environment is of utmost concern and we pledge to take active efforts to preserve the same. DIRECTORS : Shri A.K.Joshi retires by rotation at the ensuing Annual General Meeting and being eligible has offered himself for re-appointment. The Board of Director has recommended for his re-appointment. Shri A.K.Joshi was appointed the Managing Director of the Company for a period of three years with effect from September 28, 2012. The Board of Directors at its meeting held on May 25, 2015 has re-appointed him as the Managing Director of a Company for a period of three years effective from September 28, 2015, subject to the approval of the members and other requisite authority, if any. Pursuant to the provisions of Section 149 of the Act, Shri Bharat B. Merchant and Shri Vijay Kumar Bhandari have been appointed as Independent Directors for five consecutive years at the fifty-eighth Annual General Meeting of the Company held on September 22, 2013 up to the conclusion of the sixty- third Annual General Meeting of the Company to be held in the calendar year 2019. The terms and conditions of appointment of the independent directors are as per schedule IV of the Act. Ms. Kokila Panchal was appointed as Additional Director by the Board with effect from March 31, 2015 to hold office upto ensuing AGM of the Company. The Board recommends the appointment of Ms. Kokila Panchal as an independent director with effect from March 31, 2015 pursuant to section 149 of the Act, and Clause 49 of the Listing Agreement to hold office for Five consecutive years i.e. upto March 30, 2020. Shri R.R. Kumar resigned from the directorship of the Company effective from July 11, 2014 on attaining the age of 89 years. He was associated with the Company for over four decades in various capacities. Shri Ved Berry, the Executive Director of the Company also resigned due to personal reasons and relived from his services effective from July 21, 2014. The Board places on record its sincerest thanks and appreciation for the invaluable contribution and guidance provided by them. All the Independent Directors have submitted a declaration that all of them meet the criteria of independence as provided in section 149(6) of the Act and Clause 49 of the Listing Agreement and there has been no change in the circumstances which may affect their status as independent director during the year. During the year under review the non executive Independent director of the Company had no pecuniary relationship or transaction with the Company. BOARD EVALUATION Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an evaluation of its own performance as well as the directors individually. The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of criteria such as Board composition and structure, effectiveness of board process, information and functioning etc. The Board and Nomination and Remuneration Committee (NRC) reviewed the performance of the individual directors. The Chairman of the Board /Committee was also evaluated on the key aspects of his role. 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 view 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. REMUNERATION POLICY The Company's Policy on Directors' appointment and remuneration and other matter provided in section 178(3) of the Act has been disclosed in the Corporate Governance Report. INTERNAL FINANCIAL CONTROL The Corporate Governance Policy guides the conduct of the affairs of your Company and clearly delineates the roles, responsibilities at each level of its key functionaries involved in governance .Your Company has in place adequate internal financial controls with reference to the Financial Statements. During the year under review no reportable material weakness in the operation was observed regular audit and review processes ensure that such systems are reinforced on an ongoing basis. Details in respect of internal financial controls and their adequacy are included in the Management Discussion & Analysis Report. DIRECTORS' RESPONSIBILITY STATEMENT Pursuant to Section 134 (5) of the Companies Act, 2013, the Board of Directors to the best of their knowledge and ability confirm that: a) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures; b) they have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for the year under review; c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d) they have prepared the annual accounts on a going concern basis; and 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; f) they have devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively; based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the, internal ,statutory and secretarial auditors and the review performed by the management and the Audit Committee, the Board is of the opinion that the Company's internal financial controls were adequate and effective during the financial year 2014-15. RELATED PARTY TRANSACTIONS None of the transactions with related parties falls under the scope of section188 (1) of the Companies Act, 2013. There were no materially significant related party transactions made by the Company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the Company at large. All related party transactions that were entered into during the year under review were on arm's length basis and in the ordinary course of the business. Particulars of the transaction are available in the financial statement. SUBSIDIARY COMPANY The Company is having four Subsidiary Companies i.e. Golden Realty & infrastructure Ltd., Golden Investment (Sikkim) Pvt. Ltd., GTC inc B.V. and Western Express Industries Ltd. and Raigadh Papers Limited, the subsidiary of Western Express Industries Limited as on March 31, 2015. There are no associate Companies 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 provisions of Section 129(3) of the Companies Act, 2013. The Company has a Vigil Mechanism/Whistleblower Policy to deal with instance of fraud and mismanagement, if any in the Company. In staying true to our values of Strength, Performance and Passion and in line with our vision of being one of the most respected Company's in India. The Company is committed to the high standards of Corporate Governance and stakeholder responsibility. The Policy provides that the Company investigates such incidents, when reported, in an impartial manner and take appropriate action to ensure that the requisite standards of the professional and ethical conduct are always upheld. It is the Company's policy to ensure that no employee is victimized or harassed for bringing such incidents to the attention of the Company. The practice of the whistleblower policy is overseen by the Audit Committee of the Board and no employee has been denied access to the Committee. The Whistleblower Policy is available on the Company's website www.goldentobacco.in DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 The Company has in place in Anti Sexual Policy in line with the requirements of the Sexual Harrassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. All employees (permanent, contractual, temporary, trainees) are covered under this policy. During the year under review, no complaints were reported to the Board. CERTIFICATE ON CORPORATE GOVERNANCE Certificate, as required under Clause 49 of the Listing Agreement with the Stock Exchanges, confirming material compliance by the Company with the provisions of Corporate Governance is given by M/s. Lodha & Co., Chartered Accountants, Mumbai, annexed with the Corporate Governance Report, which forms part of this report. As regards observation of Auditors in their Certificate for Corporate Governance relating to Nomination and Remuneration Committee comprised of only two Non Executive Directors against requirement of Non Executive Directors in Clause 49 IV(A), your Directors would like to state that earlierthe Company had only two Non Executive Directors on the Board and accordingly the Committee could be comprised of only two Non Executive Directors. However, since now the Company has three Non Executive Director in place the Committee would be reconstituted accordingly. STATUTORY AUDITORS Pursuant to the provisions of Section 139 of the Act and the rules framed there under, M/s Lodha & Co., Chartered Accountants, was appointed (three years) as statutory auditors of the Company from the conclusion of the fifty-eighth Annual General Meeting of the Company held on September 22, 2014 till the conclusion of Sixty-One Annual General Meeting to be held in the year 2016. It is proposed to ratify their appointment and remuneration. EXTRACT OF ANNUAL RETURN: The extract of the Annual Return for the financial year 2014-15 in form MGT-9 pursuant to section 92(3) of the Companies Act, 2013 read with rule 12 of the Companies (Management and Administration) Rules, 2014 is forms part of Board's report and annexed herewith as per Annexure 1. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO: The information on conversation of energy, technology absorption and foreign exchange earnings and outgo stipulated under section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 are forming part of Board's report and annexed as per Annexure 2. SECRETARIAL AUDIT REPORT: Pursuant to provisions of section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 read with other applicable provisions, if any the Board of Directors of the Company had appointed M/s Devesh Vimal & Co. a firm of Practising Company Secretaries to undertake the Secretarial Audit of the Company for the financial year 2014-15. The secretarial audit report for the financial year ended March 31, 2015 is forming part of Board's Report and annexed as per Annexure 3. CONSOLIDATED FINANCIAL STATEMENTS The Consolidated Financial Statements annexed with the financial statements pursuant to the requirement of Clause 32 read with Clause 41 of the Listing Agreement. The financial statements are prepared in accordance with Accounting Standard 21 of the Institute of Chartered Accounts of India. The Shareholders desires of obtaining the financial statement of your Company may obtain the same on request. The financial report the Subsidiary Companies are available for inspection at your Company's registered office during business hour on working days of the Company up to the date of AGM. A separate section on the performance and financial position of each of the Subsidiaries in form AOC-1 is part of the Board's report and is annexed as per Annexure 4. INDUSTRIAL RELATIONS: Your Company enjoyed cordial relationship with workers and employees at all levels. RISK MANAGEMENT: Pursuant to section 134 (3) (n) of the Companies Act, 2013 read with Clause 49 of the Listing Agreement. The Company has framed developed Risk Management Policy including for identifying elements of risk which may threaten the existence of the Company, the same is already in operation. BUSINESS RESPONSIBILITY REPORTING : Pursuant to the Listing Agreement with Stock Exchanges the Business Responsibility Report is applicable only to top 100 Companies, based on the market capitalization as on March 31, 2015 accordingly, the same is not applicable to your Company. PARTICULARS OF EMPLOYEES: The information required under Section 197 of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. In terms of Section 136 of the Companies Act, 2013 the Annual Reports are being sent to all the members and others entitled thereto, excluding the information on employees' particulars which is available for inspection by the members at the registered office of the Company during the business hours on working days of the Company up to the date of AGM. Any member is interested in inspecting the same, such member may write to the Company Secretary in advance. AUDITORS REPORT : There were no qualifications, reservations, adverse remark or disclaimer given by the Statutory Auditor. However, the emphasis of matter given by the Statutory Auditors' may refer the financial statement. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATOR COURTS: During the year under review, no material significant orders were passed by any regulator / Hon'ble Courts etc., which would impact the going concern status of the Company and its future operations. However, under Clause 36 of the Listing Agreement read with guidance note issued by the SEBI/Stock Exchanges, the Company has been reporting all the updates /major cases / litigations and other matters etc. from time to time to the Stock Exchanges. LISTING OF EQUITY SHARES: The Equity Shares of your Company are listed on BSE and NSE. The Annual Listing fees for the year 2015-16 have been paid to both the Stock Exchanges. MEETING OF THE BOARD OF DIRECTORS : During the year under review, seven meetings of the Board were held i.e. on May 27, 2014, August 14, 2014, September 12, 2014, September 22, 2014, November 13, 2014, November 21, 2014, and February 13, 2015. Details of meetings of the Board and their attendance are mentioned in the Corporate Governance Report. AUDIT COMMITTEE: The composition of the Audit Committee is in line with the provisions of Section 177 of the Companies Act, 2013 read with Clause 49 of the Listing Agreement. The Chairman of the Audit Committee is an Independent Director. The Audit Committee of the Board provides reassurance to the Board on the existence of an effective internal control environment that ensures the efficiency and effectiveness of the operations of the Company and safeguarding of assets and adequacy of provisions for all liabilities. The details of meetings and their attendance are included in the Corporate Governance Report. NOMINATION AND REMUNERATION COMMITTEE: The composition of the Nomination and Remuneration Committee (NRC) is in line with the section 178 of the Companies Act, 2013 read with Clause 49 of the Listing Agreement. The Committee is to determine overall Company's Policy on remuneration packages and other terms and conditions of the appointment of the Executive Directors and senior management of the Company and sitting fees to the Non Executive Directors of the Company and also to approve payment of remuneration to Managing Directors or Whole Time Directors as fixed by the members of the Company and recommends to the Board of Directors for their approval. The details of meetings and their attendance are included in the Corporate Governance Report. STAKEHOLDERS RELATIONSHIP COMMITTEE: The composition of the Stakeholders Relationship Committee is in line with the section 178 of the Companies Act, 2013 read with Clause 49 of the Listing Agreement. The Committee is look after the Stakeholders grievance and redressal of investors' complaints related to transfer of shares, non receipt of balance sheet, non receipt of dividend etc. The details of meetings and their attendance are included in the Corporate Governance Report. ACKNOWLEDGEMENTS: Your Directors express their deep gratitude and sincere appreciation for the whole-hearted assistance and co-operation extended to the Company by the Bankers, Financial Institutions, Business associates, Employees and all the Shareholders of the Company who have continued to repose utmost faith in the Company. For and on behalf of the Board Bharat B. Merchant Independent Director A. K. Joshi Managing Director Place : Mumbai Date : May 25, 2015 |