BOARD OF DIRECTORS' REPORT Dear Members, Your Directors have pleasure in presenting their Twenty Eight Annual report on the affairs of the Company together with the Audited Statement of Accounts for the year ended on March 31, 2015. OPERATION, STATE OF AFFAIRS AND INTERNAL CONTROL: The consolidated turnover of the Company for the FY 20142015 was Rs.32,155.53 lakhs as compared to previous year Rs.31,383.96 lakhs, registering a growth of 2.46%. The consolidated profit after tax stood at Rs.2,184.82 lakhs as compared to previous year Rs.1,750.56 lakhs- growth of 24.81%. The Company has achieved a turnover on standalone basis of Rs.11,894.27 lakhs during the FY 2014-2015 as compared to Rs.12,527.05 lakhs during the previous year. The standalone profit after tax of the Company increased by 11.58% from Rs.999.63 lakhs to Rs.1,115.41 lakhs in the current year. The Company has in place an established internal control system designed to ensure proper recording of financial and operational information and compliance with various internal controls and other regulatory and statutory compliances. Company's Policies on Related Party Transaction, Corporate Social Responsibility, Whistle Blower, Familiarisation Programme, Policy on material subsidiary and also Code of Conduct applicable to Directors and Employees of the Company has been complied with. These Policies and Code of Conduct are available on the Company's website www.goldiam.com There is no change in the nature of the business of the Company. There were no companies which became or ceased to be the Subsidiaries, joint ventures or associate companies during the year. There were no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future. There were no material changes and commitment affecting the financial position between March 31, 2015 and date of this Report of Directors. DEPOSITS: The Company has not invited/accepted any deposits from the public during the year ended March 31, 2015. There were no unclaimed or unpaid deposits as on March 31, 2015. TRANSFER TO RESERVE: The Company does not proposes to make any transfer to reserves. DIVIDEND Your directors recommend payment of final dividend of X1.50 per share of face value of X10/- each for the year ended March 31, 2015 as against a dividend of X1.20 per share in previous year. CONSOLIDATED FINANCIAL STATEMENT: In accordance with the Accounting Standards AS-21 on Consolidated Financial Statements, your Directors provide the Audited Consolidated Financial Statements in the Annual Report. REVIEW OF SUBSIDIARIES AND ASSOCIATES: Your Company has three Subsidiaries and one Associate Company. Financials of the Subsidiaries and Associate Company are disclosed in the Consolidated Financial Statements, which form part of this Annual Report. A statement containing salient features of the Financial Statements of the Subsidiaries and Associate Company is annexed to this Annual Report pursuant to Section 129 of the Companies Act, 2013 and Rules made thereunder in prescribed From AOC-1 and hence not repeated here for the sake of brevity. MEETING OF THE BOARD: During the year four Board meetings were held, the details of which are given in the Corporate Governance Report. DIRECTORS' RESPONSIBILITY STATEMENT: Pursuant to the requirement under section 134(3)(C) of the Companies Act, 2013 with respect to Directors' Responsibility Statement, it is hereby confirmed that: (i) in the preparation of the annual accounts for the financial year ended March 31, 2015, the applicable accounting standards have been followed and that no material departures have been made from the same; (ii) the directors 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 as at March 31, 2015 and of the profit and loss of the Company for that period; (iii) the directors have taken proper and sufficient care 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; (iv) the directors have prepared the annual accounts on a going concern basis; (v) the directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and (vi) the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. LOANS, GUARANTEES OR INVESTMENTS: Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the note no. 42 to the Financial Statements. EXTRACT OF ANNUAL RETURN: As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of the Annual Return in form MGT-9 is annexed herewith as Annexure STATUTORY INFORMATION: Information required under Section 197(12) of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and forming part of this Board Report for the year ended March 31, 2015 is given in Annexure B. NOMINATION AND REMUNERATION POLICY: 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 sub-section (3) of section 178, is appended as Annexure C to this Report. RELATED PARTY TRANSACTIONS: All related party transactions that were entered into during the financial year were on an arm's length basis and were in the ordinary course of business. All Related Party Transactions are placed before the Audit Committee. Prior omnibus approval of the Audit Committee is obtained for related party transactions wherever required and the transactions entered into pursuant to the omnibus approval so granted are placed before the Audit Committee for reviewing on a quarterly basis. The policy on Related Party Transactions as approved by the Board is uploaded on the Company's website www.goldiam.com None of the Directors has any pecuniary relationships or transactions vis-a-vis the Company. Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014: (Form AOC-2) CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO: The information on conservation 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, is annexed herewith as Annexure D. RISK MANAGEMENT POLICY AND ITS IMPLEMENTATION: The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. These are discussed at the meetings of the Audit Committee and the Board of Directors of the Company. The Company's internal control systems are commensurate with the nature of its business and the size and complexity of its operations. These are routinely tested and certified by Statutory as well as Internal Auditors. CORPORATE SOCIAL RESPONSIBILITY: As a part of its initiatives under Corporate Social Responsibility (CSR), the Company has undertaken projects in the area of Promoting Preventive Health Care and Animal Welfare. These projects are in accordance with Schedule VII of the Companies Act, 2013. With the help of other trusts i.e with Shree Sumati Jeev Raksha Kendra undertaking "Jeevdaya" project in the area of Animal Welfare and with Vision Foundation of India undertaking "Rashtriya Netra Yagna" project, the Company has undertaken its CSR activity. The content of CSR policy of the Company and the Annual Report on CSR activities is annexed herewith as Annexure E. BOARD EVALUATION: Pursuant to the provisions of the Act and Clause 49 of the Listing Agreement, the Board has also carried out an annual evaluation of its own performance and that of its Committees namely the Audit Committee, the Nomination & Remuneration Committee, the Stakeholders Relationship Committee and the Corporate Social Responsibility Committee. The evaluation was made in the overall context of the effectiveness of the Board and the respective Committees in providing guidance to the operating management of the Company, level of attendance in the Board/ Committee meetings, constructive participation in the discussion on the agenda items, effective discharge of the functions and roles of the Board/ Committees. A detailed discussion followed on the basis of the aforesaid criteria and the Board collectively agreed that the Board and all its Committees fulfilled the above criteria and positively contributed in the decision making process at the Board/ Committee level. The Board has evaluated the performance of the individual directors on the basis of evaluation criteria specified in the Nomination and Remuneration policy of the Company. A member of the Board/Committee did not participate in the discussion of his/her evaluation. DIRECTORS AND KEY MANAGERIAL PERSONNEL: The Board of Directors had appointed Mrs. Ami R. Bhansali as a woman director with effect from August 13, 2014 and the same was approved by the members in the Twenty Seventh Annual General Meeting held on September 30, 2014. At the Twenty Seventh Annual General Meeting the Members had also appointed the existing Independent Directors viz. Mr. Rajesh G. Kapadia (DIN: 00003272) for five (5) consecutive years for a term upto the conclusion of the 32nd Annual General Meeting, Mr. Ajay M. Khatlawala (DIN: 00124042) for four (4) consecutive years for a term upto the conclusion of the 31st Annual General Meeting and Dr. R. Srinivasan (DIN: 00003968) for three (3) consecutive years for a term upto the conclusion of the 30th Annual General Meeting, as Independent Directors. All Independent Directors have given declarations that they meet the criteria of independent as laid down under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing agreement. During the year Company had appointed Ms. Darshana J. Patel as a Chief Financial Officer of the Company w.e.f. August 13, 2014. During the year Ms. Anita Kate has resigned from the post of Company Secretary and Compliance Officer w.e.f. November 30, 2014 and Mr. Manish S. Raval has been appointed as a Company Secretary and Compliance Officer w.e.f. December 1, 2014*. Mr. Manish Raval resigned from the post of Company Secretary and Compliance Officer w.e.f. April 18, 2015. RE-APPOINTMENTS: As per the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mrs. Ami R. Bhansali (DIN: 00057937), Director retires at the ensuing Annual General Meeting and, being eligible offers herself for re-appointment. AUDITORS: M/s. Pulindra Patel & Co., Chartered Accountants having registration number FRN No.115187W were appointed as Statutory Auditors of your Company at the last Annual General Meeting held on September 30, 2014 for a term of three (3) consecutive years. As per the provisions of Section 139 of the Companies Act, 2013, the appointment of Auditors is required to be ratified by Members at every Annual General Meeting. The Report given by the Auditors on the financial statements of the Company is part of the Annual Report. There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE: As per the requirement of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules made thereunder, your Company has constituted Internal Complaints Committee. In order to prevent sexual harassment of women at work place the Company has also adopted a Policy for Prevention of Sexual Harassment of Women at workplace. During the year, your Company has not received any complaint of such harassment. SECRETARIAL AUDIT: M/s. R. N. Shah & Associates, Company Secretaries in Practice conducted Secretarial Audit for the financial year ended March 31, 2015. M/s. R. N. Shah & Associates has submitted the Report confirming compliance with the applicable provisions. The Secretarial Audit Report for the financial year ended March 31, 2015 is included in the Annexure F and forms the integral part of this Report. There is no secretarial audit qualification for the year under review. WHISTLE BLOWER POLICY: The Company has established a Whistle Blower Policy for Directors and employees to report their genuine concerns, details of which have been given in the Corporate Governance Report annexed to this Report. MANAGEMENT DISCUSSION AND ANALYSIS REPORT: In terms of the provisions of Clause 49 of the Listing Agreement, the Management's discussion and analysis is set out in this Annual Report. REPORT ON CORPORATE GOVERNANCE: As per Clause 49 of the Listing Agreement with the Stock Exchanges, a separate section on corporate governance practices followed by the Company, together with a Certificate from the Company's Auditor confirming compliance forms an integral part of this Report. ACKNOWLEDGMENTS: Your Directors take this opportunity to place on record their appreciation and sincere gratitude to the Government of India, Government of Maharashtra, SEEPZ (SEZ) Authorities and the Bankers to the Company for their valuable support and look forward to their continued cooperation in the years to come. Your Directors acknowledge the support and co-operation received from the employees and all those who have helped in the day to day management. For and on behalf of the Board of Directors sd/- Manhar R. Bhansali Chairman (DIN: 00058699) Dated: May 25, 2015 Place: Mumbai |