Home  »  Company  »  Neogem India Ltd  »  Quotes  »  Directors Report
Enter the first few characters of Company and click 'Go'

Directors Report of Neogem India Ltd.

Mar 31, 2014

Dear Members,

The Directors present the Twenty-third Annual Report of the Company together with the Audited Statement of Accounts for the year ended 31st March 2014.

1. FINANCIAL RESULTS:

The financial performance of the Company, for the year ended March 31, 2014 is summarized below:

(Rs. In Lacs)

Particulars For the year ended For the year ended 31st March 2014 31st March 2013

Revenue from Operations 8,373.50 8237.20

Other Income 2.53 3.99

Profit before Depreciation and Tax 30.82 161.27

(Less): Depreciation (11.19) (11.66)

Profit for the year before tax 19.63 149.60

(Less): Exceptional Items (1.52) -

Add/(Less): Provision for Taxation (2.96) (47.18)

Profit after Tax 15.15 102.42

2. REVIEW OF OPERATIONS:

The Company registered turnover of Rs. 837,349,575/- in the current year as compared to Rs. 823,720,082/- during the previous year. However, due to increase in expenses, the Company earned Profit before tax of Rs. 1,962,869/- as compared to Rs. 14,960,843/- in the previous year. Your Directors expect better performance in future. Business review details are included in Management Discussion and Analysis Report.

3. DIVIDEND:

In view to conserve resources, your Directors do not recommend any dividend for the financial year ended 2013-14.

4. DIRECTORS:

Pursuant to Sections 149, 152 and any other applicable provisions of the Companies Act, 2013, Mr. Jayant Nagarkar (DIN 00131405) and Mr. Vikas Patel (DIN-00131285), are proposed to be appointed as Independent Directors to hold office for five consecutive years.

Pursuant to Companies Act, 2013, office of Directorship of Mr. Ronak Doshi (DIN: 00102959) is liable to retire by rotation.

Brief resume of the Director proposed to be appointed, nature of their expertise in specific functional areas, names of the Companies in which they hold directorships and membership/Chairmanship of Committees of the Board, their shareholding in the Company and inter-se relationship with Directors, as stipulated under section 149(6) of the Companies Act, 2013 and Clause 49 of Listing Agreement entered into with the Stock Exchanges, are set out in the Notice forming part of the Annual Report.

The Board commends the resolution to the members for the respective appointments/re-appointment.

5. CORPORATE GOVERNANCE:

Your Company is committed to maintain the highest standard of Corporate Governance and adhere to the requirements set out by SEBI. The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement, including the shareholders'' information and auditor''s certificate on its compliance, forms a part of this Annual Report.

6. AUDITORS REPORT:

With respect to remark of Auditors with reference to leave encashment which is provided on the basis of actual calculation rather than actuarial valuation as per AS 15, your Directors have to state that since the Company provides leave encash- ment benefits to employees on actual basis, there is no outstanding amount and hence no provision has been made for the same.

7. AUDITORS:

The present Statutory Auditors of the Company, M/s. Ashok Bairagra & Associates, Chartered Accountants, retire at the conclusion of the ensuing Annual General Meeting. The Company has received a letter as required under Section 141 of the Companies Act, 2013 (erstwhile section 224(1B) of the Companies Act, 1956) from M/s. Ashok Bairagra & Associates (having Firm Registration No. 118677W), Chartered Accountants, confirming their eligibility and willingness to act as Statu- tory Auditors, if re-appointed. M/s. Ashok Bairagra & Associates, Chartered Accountants are hereby appointed as Statu- tory Auditors of the Company to hold office for the period of 3 (three) years from the conclusion of this Annual General Meeting until the conclusion of the fourth Annual General Meeting to examine and audit the accounts of the Company for the financial year 2014-15, 2015-16 and 2016-17, subject to ratification by the members of the Company at both the subsequent AGM.

8. INSURANCE:

All the assets of the Company, wherever necessary and to the extent required, have been insured.

9. DIRECTORS'' RESPONSIBILITY STATEMENT:

As required under Section 217(2AA) of the Companies Act, 1956, your Directors confirm that:

a) The Company has followed the applicable accounting standards except AS 15 in the preparation of the Annual Accounts.

b) The Directors had selected the 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 of the Company for the year under review.

c) The Directors have taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) The Directors have prepared the Annual Accounts on a going concern basis.

10. MANAGEMENT DISCUSSION AND ANALYSIS:

The Management Discussion and Analysis Report for the financial year under review as stipulated under Clause 49 of the Listing Agreement entered with the Stock Exchange is enclosed as a part of this Annual Report.

11. PERSONNEL:

As on date, none of the employees of the Company fall within the purview of the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 and Companies (Particulars of Em- ployees) Amendment Rules, 2011.

12. FIXED DEPOSITS:

The Company has not accepted any deposit within the purview of section 58A of the Companies Act, 1956 during the year under review.

13. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & INNOVATIONS AND FOREGIN EXCHANGE:

The information as required under section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in Report of the Board of Directors) Rules, 1988 with respect to conservation of energy, technology absorption and foreign exchange earnings is given below:

A. Conservation of Energy:

As the Company is not covered in the list of industries required to furnish information in Form A relating to Conservation of Energy, the same is not required to be given. Though our operations are not energy- intensive, efforts have been made to conserve energy by utilizing energy- efficient equipments.

Your Company firmly believes that our planet is in dire need of energy resources and conservation is the best policy.

B. Technology Absorption, Adaptation and Innovation:

The Company did not have any technical collaboration agreement in force during the year under review and therefore disclosure under Form B is not applicable.

14. Preferential Allotment of Fully Convertible Equity Share Warrants:

Based on the approval of the members taken in the 22nd Annual General Meeting, the Company has made preferential al- lotment of Fully Convertible Equity Share Warrants to the following personnel as mentioned below, as per the provision of section 81(1A) of the Companies Act, 1956 and as per the Listing Agreement entered in to by the Company with the Stock Exchanges where the shares of the Company are listed and in accordance with Regulations prescribed by the Securities and Exchange Board of India ("SEBI"). The Company had obtained approval of members for allotment of 15,60,000 equity shares but based on the share application money received, the Company has made an preferential allotment of 10,60,000 Fully Convertible Equity Share Warrants carrying an entitlement to subscribe to an equivalent number of Equity Shares of Rs. 10/- each at an exercise price of Rs. 18/- (Rs. 10/- each at premium of Rs. 8/- each) to the promoter group whose names are mentioned below:

a. Rekha Doshi - 239600

b. Ronak Doshi - 310200

c. Gaurav Doshi - 310200

d. Reshma Doshi - 100000

e. Vaitasi Doshi - 100000

Further we have to inform the shareholders that in the 22nd Annual Report the relevant date for the preferential issue was mentioned as 31st August 2013, however since it was Saturday, the relevant date was changed to Friday, 30th August 2013. Also pursuant to the amendment in SEBI (ICDR) Regulations, 2009 dated 26th August 2013, the lock-in shall be from the date of trading approval instead of date of allotment as mentioned in the 22nd Annual Report.

15. ACKNOWLEDGEMENTS:

The Board of Directors expresses their deep gratitude for the co-operation and support extended to the Company by its customers, suppliers, Bankers and various Government agencies. Your Directors also place on record the commitment and involvement of the employees at all levels and looks forward to their continuous co-operation.

By Order of the Board of Directors

Gaurav Doshi Chairman & Managing Director DIN-00166703

Date: 2nd September 2014 G/32, Gems and Jewellery Complex III, Place: Mumbai Seepz (SEZ), Andheri (East), Mumbai - 400 096.

Registered Office:

G-32, Gems & Jewellery Complex III, Seepz (SEZ), Andheri (East), Mumbai-400 096 CIN: L36911MH1991PLC063357


Mar 31, 2013

To, The Members, Neogem India Limited

The Directors present the Twenty-second Annual Report of the Company together with the Audited Statement of Accounts for the year ended 31st March 2013.

1. FINANCIAL RESULTS:

The financial performance of the Company, for the year ended March 31, 2013 is summarized below :

(Rs. In Lacs) Particulars For the year ended For the year ended 31st March 2013 31st March 2012

Sales Income 8237.20 8173.79

Other Income 3.99 367.96

Profit before Depreciation and Tax 161.27 158.38

(Less): Depreciation (11.66) (11.84)

Profit for the year before tax 149.60 146.54

(Less): Exceptional Items (0.29)

Add/(Less): Provision for Taxation (47.18) (44.91)

Profit after Tax 102.42 101.35

2. REVIEW OF OPERATIONS:

The Company registered turnover of Rs. 823,720,082/- in the current year as compared to Rs. 817,379,494/- during the previous year. The Company earned Profit before tax of Rs. 14,960,843/- as compared to Rs. 14,625,466/- in the previous year. Your Directors expect better performance in future. Business review details are included in Management Discussion and Analysis Report.

3. DIVIDEND:

In view to conserve resources, your Directors do not recommend any dividend for the financial year ended 2012-13.

4. DIRECTORS:

In accordance with the provisions of the Companies Act, 1956, read with the Articles of Association of the Company, Mr. Jayant Nagarkar retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

Brief resume of the Director proposed to be reappointed, nature of his expertise in specific functional areas, names of the Companies in which he holds directorships and membership/Chairmanship of Committees of the Board, his shareholding in the Company and inter-se relationship with Directors, as stipulated under Clause 49 of the Listing Agreement entered into with the Stock Exchanges, are set out in the Notice forming part of the Annual Report.

5. CONNECTIVITY WITH CDSL:

Your Directors are pleased to inform you that, your Company was successful in obtaining connectivity with CDSL (Central Depository Services Limited) w.e.f. 10th January 2013 during the year under review. This will bring comfort to the shareholders who wish to dematerialize their shares on CDSL. With this your Company has connectivity with both the Depository participants i.e. NSDL (National Securities Depository Limited) & CDSL.

6. CORPORATE GOVERNANCE:

Your Company is committed to maintain the highest standard of Corporate Governance and adhere to the requirements set out by SEBI. The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement, including the shareholders'' information and auditor''s certificate on its compliance, forms a part of this Annual Report.

7. AUDITORS REPORT:

With respect to remark of Auditors with reference to leave encashment which is provided on the basis of actual calculation rather than actuarial valuation as per AS 15, your Directors have to state that since the Company provides leave encashment benefits to employees on actual basis, there is no outstanding amount and hence no provision has been made for the same.

8. AUDITORS:

The present Statutory Auditors of the Company, M/s. Ashok Bairagra & Associates, Chartered Accountants, retire at the conclusion of the ensuing Annual General Meeting. The Company has received a letter as required under section 224(1B) of the Companies Act, 1956 from M/s. Ashok Bairagra & Associates (having Firm Registration No. 118677W), Chartered Accountants, confirming their eligibility and willingness to act as Statutory Auditors, if re- appointed. The members are requested to appoint the Statutory Auditors from the conclusion of this Annual General Meeting until the conclusion of the next Annual General Meeting.

9. INSURANCE:

All the assets of the Company, wherever necessary and to the extent required, have been insured.

10. DIRECTORS'' RESPONSIBILITY STATEMENT:

In compliance to the requirements of section 217(2AA) of the Companies Act 1956, your Directors confirm that:

a) The Company has followed the applicable accounting standards except AS 15 in the preparation of the Annual Accounts.

b) The Directors had selected the 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 of the Company for the year under review.

c) The Directors have taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) The Directors have prepared the Annual Accounts on a going concern basis.

11. MANAGEMENT DISCUSSION AND ANALYSIS:

The Management Discussion and Analysis Report for the financial year under review as stipulated under Clause 49 of the Listing Agreement entered with the Stock Exchange is enclosed as a part of this Annual Report.

12. PERSONNEL:

As on date, none of the employees of the Company fall within the purview of the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 and Companies (Particulars of Employees) Amendment Rules, 2011.

13. FIXED DEPOSITS:

The Company has not accepted any deposit within the purview of section 58A of the Companies Act, 1956 during the year under review.

14. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & INNOVATIONS AND FOREGIN EXCHANGE:

The information as required under section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in Report of the Board of Directors) Rules, 1988 with respect to conservation of energy, technology absorption and foreign exchange earnings is given below:

A. Conservation of Energy:

As the Company is not covered in the list of industries required to furnish information in Form A relating to Conservation of Energy, the same is not required to be given. Though our operations are not energy- intensive, efforts have been made to conserve energy by utilizing energy- efficient equipments.

Your Company firmly believes that our planet is in dire need of energy resources and conservation is the best policy.

B. Technology Absorption, Adaptation and Innovation:

The Company did not have any technical collaboration agreement in force during the year under review and therefore disclosure under Form B is not applicable.

15. ACKNOWLEDGEMENTS:

The Board of Directors expresses their deep gratitude for the co-operation and support extended to the Company by its customers, suppliers, Bankers and various Government agencies. Your Directors also place on record the commitment and involvement of the employees at all levels and looks forward to their continuous co-operation.

By Order of the Board of Directors

Date : 2nd September 2013 Gaurav Doshi

Place : Mumbai Chairman & Managing Director

Registered Office:

G-32, Gems & Jewellery Complex III,

Seepz (SEZ), Andheri (East),

Mumbai - 400 096.


Mar 31, 2012

The Directors present the Twenty-first Annual Report of the Company together with the Audited Statement of Accounts for the year ended 31st March 2012.

1. FINANCIAL RESULTS:

The financial performance of the Company, for the year ended March 31, 2012 is summarized below:

Particulars For the year ended For the year ended 31st March 2012 31st March 2011

Sales Income 8173.79 8200.45

Other Income 367.96 158.51

Profit before Depreciation and Tax 158.38 155.16

(Less): Depreciation (11.84) (14.33)

Profit for the year 146.54 140.83

(Less): Exceptional Items (0.29) -

Add/(Less): Provision for Taxation (44.91) 2.44

Profit after Tax 101.35 143.27

2. REVIEW OF OPERATIONS:

The Company registered turnover of Rs. 817,379,494/- in the current year as compared to Rs. 820,044,691/- during the previous year. Inspite of decrease in sales, reduction in depreciation amount enabled the Company to earn Profit before tax of Rs. 14,625,466/- as compared to Rs. 14,083,241/- in the previous year. Your Directors expect better performance in future. Business review details are included in Management Discussion and Analysis Report.

3. DIVIDEND:

In view to conserve resources, your Directors do not recommend any dividend for the financial year ended 2011-12.

4. ISSUE OF WARRANTS:

The Company in the Annual General Meeting held on 30th September 2010 obtained approval of members for issue of 15,60,000 warrants on preferential basis to promoters. The Company is awaiting for in-principle from Bombay Stock Exchange for allotment of the same to the promoters. The funds raised through the preferential issue shall be utilized towards working capital requirements.

5. DIRECTORS:

In accordance with the provisions of the Companies Act, 1956, read with the Articles of Association of the Company, Mr. Vikas Patel retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re- appointment.

Brief resume of the Director proposed to be reappointed, nature of his expertise in specific functional areas, names of the Companies in which he holds directorships and membership/Chairmanship of Committees of the Board, his shareholding in the Company and inter-se relationship with Directors, as stipulated under Clause 49 of the Listing Agreement entered into with the Stock Exchanges, are set out in the Notice forming part of the Annual Report.

6. CORPORATE GOVERNANCE:

Your Company is committed to maintain the highest standard of Corporate Governance and adhere to the requirements set out by SEBI. The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement, including the shareholdersGJnformation and auditors certificate on its compliance, forms a part of this Annual Report.

7. AUDITORS REPORT:

With respect to remark of Auditors with reference to leave encashment which is provided on the basis of actual calculation rather than actuarial valuation as per AS 15, your Directors have to state that since the Company provides leave encashment benefits to employees on actual basis, there is no outstanding amount and hence no provision has been made for the same.

8. AUDITORS:

The present Statutory Auditors of the Company, M/s. Ashok Bairagra & Associates, Chartered Accountants, retire at the conclusion of the ensuing Annual General Meeting. The Company has received a letter as required under section 224(1B) of the Companies Act, 1956 from M/s. Ashok Bairagra & Associates (having Firm Registration No. 118677W), Chartered Accountants, confirming their eligibility and willingness to act as Statutory Auditors, if re- appointed. The members are requested to appoint the Statutory Auditors from the conclusion of this Annual General Meeting until the conclusion of the next Annual General Meeting.

9. INSURANCE:

All the assets of the Company, wherever necessary and to the extent required, have been insured.

10. DIRECTORSSRESPONSIBILITY STATEMENT:

In compliance to the requirements of section 217(2AA) of the Companies Act 1956, your Directors confirm that:

a) The Company has followed the applicable accounting standards except AS 15 in the preparation of the Annual Accounts and there has been no material departure except accounts drawn as per revised Schedule VI as per the Companies Act, 1956.

b) The Directors had selected the 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 of the Company for the year under review.

c) The Directors have taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) The Directors have prepared the Annual Accounts on a going concern basis.

11. MANAGEMENT DISCUSSION AND ANALYSIS:

The Management Discussion and Analysis Report for the financial year under review as stipulated under Clause 49 of the Listing Agreement entered with the Stock Exchange is enclosed as a part of this Annual Report.

12. PERSONNEL:

As on date, none of the employees of the Company fall within the purview of the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 and Companies (Particulars of Employees) Amendment Rules, 2011.

13. FIXED DEPOSITS:

The Company has not accepted any deposit within the purview of section 58A of the Companies Act, 1956 during the year under review.

14. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & INNOVATIONS AND FOREGIN EXCHANGE:

The information as required under section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in Report of the Board of Directors) Rules, 1988 with respect to conservation of energy, technology absorption and foreign exchange earnings is given below:

A. Conservation of Energy:

As the Company is not covered in the list of industries required to furnish information in Form A relating to Conservation of Energy, the same is not required to be given. Though our operations are not energy - intensive, efforts have been made to conserve energy by utilizing energy - efficient equipments.

Your Company firmly believes that our planet is in dire need of energy resources and conservation is the best policy.

B. Technology Absorption, Adaptation and Innovation:

The Company did not have any technical collaboration agreement in force during the year under review and therefore disclosure under Form B is not applicable.

C. Foreign Exchange Earnings and Outgo:

1. The Company is engaged in activates relating to exports and taking measures for increasing exports, developing new export markets for production and formulating export plans.

2. Total foreign exchange used and earned:

(Rs. in Lacs)

Particulars 2011-12 2010-11

Foreign exchange earned on F.O.B. basis 8042.39 8062.26

Foreign exchange used 7677.29 7852.51

15. ACKNOWLEDGEMENTS:

The Board of Directors expresses their deep gratitude for the co-operation and support extended to the Company by its customers, suppliers, Bankers and various Government agencies. Your Directors also place on record the commitment and involvement of the employees at all levels and looks forward to their continuous co-operation.

By Order of the Board of Directors

Date : 1st September 2012 Gaurav Doshi

Place : Mumbai Chairman & Managing Director

Registered Office:

G-32, Gems & Jewellery Complex III,

Seepz (SEZ), Andheri (East), Mumbai-400 096


Mar 31, 2011

The Members,

Neogem India Limited

The Directors are pleased to present the Twentieth Annual Report of the Company together with the Audited Statement of Accounts for the year ended 31st March, 2011.

1. FINANCIAL RESULTS:

The financial performance of the Company for the year ended 31st March, 2011 is summarized below:

(Rs. in Lacs)

PARTICULARS For the year For the year ended ended 31st March, 31st March, 2011 2010

Sales Income 8200.45 2,390.40

Other Income 158.51 39.54

Profit before Depreciation and Tax 155.16 106.35

Less: Depreciation (14.33) (15.47)

Profit for the year 140.83 90.88

Less: Provision for Taxation (2.44) (22.60)

Profit after Tax 143.27 113.48

Prior Period Adjustments - (2.34)

Balance brought forward from P.Y. 181.10 65.67

Balance carried to Balance Sheet 324.38 181.10

2. REVIEW OF OPERATIONS:

The operations of the Company have shown considerable improvement as compared to the previous year. The Company has achieved a turnover of Rs.82,00,44,691/- in the current year as compared to Rs.23,90,40,160/- during the previous year reflecting a growth of 243%. Initiatives to improve operational efficiencies led to reduced costs and improvements in product and service quality. The profits of the Company have also shown a remarkable increase with the Company earning a Profit of Rs.1,40,83,241/- before tax as compared to a Profit of Rs.90,87,673/- before tax for the previous year registering an increase of 54.97%.

The Company's performance in this financial year has been impressive and your Directors are hopeful to take the same forward with its constant endeavor to deliver better performance.

3. DIVIDEND:

In view to conserve resources, your Directors do not recommend any dividend for the financial year ended 31st March, 2011.

4. ISSUE OF WARRANTS:

The Company in the Annual General Meeting held on 30th September 2010 obtained approval of members for the issue of 15,60,000 warrants on preferential basis to promoters. The Company is awaiting the in-principle approval from Bombay Stock Exchange for allotment of the same to the promoters. The funds raised through the preferential issue shall be utilized towards working capital requirements.

5. DIRECTORS:

In accordance with the provisions of the Companies Act, 1956, read with the Articles of Association of the Company, Mr. Jayant Nagarkar retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

Brief resume of the Director proposed to be reappointed, nature of his expertise in specific functional areas, names of the Companies in which he holds directorships and membership / chairmanship of Committees of the Board, his shareholding in the Company and inter-se relationship with Directors, as stipulated under Clause 49 of the Listing Agreement entered into with the Stock Exchanges, are set out in the Notice forming part of the Annual Report.

6. CORPORATE GOVERNANCE:

The Company is committed to uphold the highest standards of Corporate Governance and adhere to the requirements set out by the S.E.B.I. The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms a part of this Annual Report as Annexure 1.

The Chairman & Managing Director's declaration regarding compliance with the Code of Conduct and the Auditor's certificate on compliance with Corporate Governance requirements are also attached to the Corporate Governance Report as Annexure 2 and 3, respectively.

7. AUDITORS REPORT:

With respect to the remark of the Auditors with reference to leave encashment which is provided on the basis of actual calculation rather than actuarial valuation as per AS 15, your Directors have to state that since the Company provides leave encashment benefits to employees on actual basis, there is no outstanding amount and hence no provision has been made for the same.

8. AUDITORS:

The present Statutory Auditors of the Company, M/s. Ashok Bairagra & Associates, Chartered Accountants, retire at the conclusion of the ensuing Annual General Meeting. The Company has received a letter as required under section 224(1B) of the Companies Act, 1956 from M/s. Ashok Bairagra & Associates, Chartered Accountants, confirming their eligibility and willingness to act as Statutory Auditors, if re-appointed. The members are requested to appoint the Statutory Auditors from the conclusion of this Annual General Meeting until the conclusion of the next Annual General Meeting.

9. INSURANCE:

All the assets of the Company, wherever necessary and to the extent required, have been insured.

10. DIRECTORS' RESPONSIBILITY STATEMENT:

In compliance with the requirements of section 217(2AA) of the Companies Act 1956, your Directors confirm that:

a) The Company has followed the applicable accounting standards in the preparation of the Annual Accounts and there has been no material departure.

b) The Directors had selected the 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 of the Company for the year under review.

c) The Directors have taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) The Directors have prepared the Annual Accounts on a going concern basis.

11. MANAGEMENT DISCUSSION AND ANALYSIS:

The Management Discussion and Analysis Report for the financial year under review as stipulated under Clause 49 of the Listing Agreement entered with the Stock Exchange is enclosed as a part of this Annual Report as Annexure 4.

12. PERSONNEL:

The Ministry of Corporate Affairs has notified Companies (Particulars of Employees) Amendment Rules, 2011 vide GSR 289 (E) dated 31.03.2011 raising the limit of employee's salary to be disclosed in the Directors Report. The employee's salary limit has been raised from Rupees Twenty-four Lakhs per financial year or Rupees Two Lakhs per month to Rupees Sixty Lakhs per financial year or Rupees Five Lakhs per month.

As on date, none of the employees of the Company fall within the purview of the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 and Companies (Particulars of Employees) Amendment Rules, 2011.

13. FIXED DEPOSITS:

The Company has not accepted any deposit within the purview of section 58A of the Companies Act, 1956 during the year under review.

14. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & INNOVATIONS AND FOREGIN EXCHANGE:

The information as required under section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in Report of the Board of Directors) Rules, 1988 with respect to conservation of energy, technology absorption and foreign exchange earnings is given below:

A. Conservation of Energy:

As the Company is not covered in the list of industries required to furnish information in Form A relating to Conservation of Energy, the same is not required to be given. Though our operations are not energy-intensive, efforts have been made to conserve energy by utilizing energy-efficient equipments.

Your Company firmly believes that our planet is in dire need of energy resources and conservation is the best policy.

B. Technology Absorption, Adaptation and Innovation:

The Company did not have any technical collaboration agreement in force during the year under review and therefore disclosure under Form B is not applicable.

C. Foreign Exchange Earnings and Outgo:

1. The Company is engaged in activates relating to exports and taking measures for increasing exports, developing new export markets for production and formulating export plans.

2. Total foreign exchange used and earned:

(Rs. in Lacs)

Particulars 2010-11 2009-10

Foreign exchange earned on F.O.B. basis 8,062.26 2,273.84

Foreign exchange used 7,851.25 1,903.12

15. ACKNOWLEDGEMENTS:

The Board of Directors express their deep gratitude for the co-operation and support extended to the Company by its customers, suppliers, bankers and various government agencies. Your Directors also place on record the commitment and involvement of the employees at all levels and look forward to their continuous co-operation.

By Order of the Board of Directors

Gaurav Doshi Chairman & Managing Director

Date 31st August, 2011 Place Mumbai

Registered Office: G-32, Gems & Jewellery Complex III, Seepz (SEZ), Andheri (East), Mumbai - 400096




Mar 31, 2010

The Directors are pleased to present the Nineteenth Annual Report of the Company together with the Audited Statement of Accounts for the year ended 31st March 2010.

1. FINANCIAL RESULTS:

The financial performance of the Company, for the year ended March 31, 2010 is summarized below:

(Rs.in Lacs)

PARTICULARS For the year ended For the year ended 31st March, 2010 31st March, 2009

Sales Income 2,390.40 1,550.47

Other Income 39.54 36.57

Profit before Depreciation 106.35 257.74

Depreciation (15.47) (18.80)

Profit for the year 90.88 (276.54)

Provision for Taxation 22.60 (15.32)

Profit after Tax 113.48 (291.86)

Prior Period Adjustments 1.95 0.92

Balance brought forward from P.Y. 65.67 356.61

Balance carried to Balance Sheet 181.10 65.67

2. REVIEW OF OPERATIONS:

An economic recovery was witnessed in the global markets in the second half of F.Y. 2009-10 from the recessionary trends of the previous year. The luxury market segment gained from increased consumer spending which led to increase in sales to Rs.23,90,40,160/- from Rs. 15,50,47,370/- registering growth of 54.17%. Initiatives to improve operational efficiencies and synergizing operations led the Company to register a Profit before tax of Rs.90,87,673/- compared to loss in the previous year of Rs.2,76,54,314/-. Despite the global financial turmoil, the turnaround in the Companys performance is a reflection of improved operational efficiencies.

3. DIVIDEND:

In view to conserve resources, your Directors do not recommend any dividend for the financial year ended 2009-10.

4. ALLOTMENT OF EQUITY SHARES PURSUANT TO CONVERSION OF EQUITY SHARE WARRANTS:

The Company in the Board Meetings held on 31stl March 2010 and 14th April 2010, converted its 15,65,000 fully convertible Equity Share Warrants of Rs.10/- each in 2 tranches comprising of 3,90,000 & 11,75,000 Equity shares, respectively. Further, during the period under review, the Company has received Rs.85,10,000/- as proceeds of Preferential Issue which have been utilised towards working capital requirement of the Company as on 31st March 2010.

5. DIRECTORS:

In accordance with the provisions of the Companies Act, 1956, read with the Articles of Association of the Company, Mr. Ronak Doshi retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

Brief resume of the Director proposed to be reappointed, nature of his expertise in specific functional areas, names of the Companies in which he holds directorships and membership/Chairmanship of Committees of the Board and his shareholding in the Company, as stipulated under clause 49 of the Listing Agreement entered into with the Stock Exchanges, are set out in the Notice forming part of the Annual Report.

6. CORPORATE GOVERNANCE:

Your Company is committed to maintain the highest standard of Corporate Governance and adhere to the requirements

set out by SEBI. With a view to strengthening the Corporate Governance framework, the Ministry of Corporate Affairs has issued a set of Voluntary Guidelines in December 2009 for adoption by the Companies. Your Company already complies with certain provisions of these Voluntary Guidelines and has initiated appropriate action to comply with other requirements.

The Report on Corporate Governance as stipulated under clause 49 of the Listing Agreement, including the shareholders information and auditors certificate on its compliance, forms a part of this Annual Report as Annexure 1.

7. AUDITORS REPORT:

With respect to the remark of the Auditors with reference to the non-provision for debts doubtful of recovery of Rs.51.31/- lacs as a result of which profit for the year is overstated and debtors are overstated to that extent, your Directors have to state that the Company has already approached the consumer court for the same and is confident of recovering the outstanding amount, hence no provision has been made.

Further, with respect to the second remark with reference to leave encashment which is provided on the basis of actual calculation rather than actuarial valuation as per AS 15, your Directors have to state that since the Company provides leave encashment benefits to employees on actual basis, there is no outstanding amount and hence no provision has been made for the same.

8. AUDITORS

The present Statutory Auditors of the Company, M/s Ashok Bairagra & Associates, Chartered Accountants, retire at the conclusion of the ensuing Annual General Meeting: The Company has received a letter as required under section 224(18) of the Companies Act, 1956 from M/s Ashok Bairagra & Associates, Chartered Accountants, confirming their eligibility and willingness to act as Statutory Auditors, if re-appointed. The members are requested to appoint the Statutory Auditors from the conclusion of this Annual General Meeting until the conclusion of the next Annual General Meeting.

9. INSURANCE:

All the assets of the Company wherever necessary ana to the extent required have been insured.

10. DIRECTORSRESPONSIBILITY STATEMENT:

In compliance to the requirements of section 217(2AA) of the Companies Act 1956, your Directors confirm that:

a) The Company has followed the applicable accounting standards in the preparation of the Annual Accounts and there has been no material departure.

b) The Directors had selected the accounting policies arid 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 of the Company for the year under review.

c) The Directors have taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) The Directors have prepared the Annual Accounts on a going concern basis.

11. MANAGEMENT DISCUSSION AND ANALYSIS:

The Management Discussion and Analysis Report for the financial year under review as stipulated under clause 49 of the Listing Agreement entered with the Stock Exchange is enclosed as a part of this Annual Report as Annexure 4.

12. PERSONNEL:

There were no employees employed during the year or part of the year drawing remuneration which falls within the purvi-w of the provisions of section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975. Therefore the statement for the same is not attached.

13. FIXED DEPOSITS:

The Company has not accepted any deposit within the purview of section 58Aof the Companies Act, 1956 during the year under review.

15. ACKNOWLEDGEMENTS:

The Board of Directors express their deep gratitude for the co-operation and support extended to the Company by its customers, suppliers, Bankers and various Government agencies. Your Directors also place on record the commitment and involvement of the employees at all levels and look forward to their continuous co-operation.

By Order of the Board of Directors

Date : 2nd September, 2010

Place; Mumbai

Registered Office: Gaurav Doshi

G-32, Gems & Jewellery Complex III, Chairman & Managing Director Seepz (SEZ), Andheri (East), Mumbai-400 096



 
Subscribe now to get personal finance updates in your inbox!