Mar 31, 2023
DIRECTORS REPORT
To
The Members of
Rajesh Export Limited
We are delighted to present on behalf of Board of Directors the 29th Annual Report on the business and
operations of the Company, for the financial year ended 31st March 2023.
FINANCIAL RESULTS
CONSOLIDATED |
STANDALONE |
|||
For the year ended |
For the year ended |
For the year ended |
For the year ended |
|
Profit before Depreciation |
15792.62 |
11293.93 |
331.44 |
313.98 |
Less : Depreciation |
1005.75 |
908.74 |
6.87 |
9.09 |
Profit after depreciation |
14786.87 |
10385.19 |
324.57 |
304.89 |
Less : Provision for taxation |
461.74 |
291.45 |
18.41 |
76.43 |
Profit after taxation |
14325.13 |
10093.74 |
306.16 |
228.48 |
Add : Balance as per last account |
89933.97 |
80135.49 |
28898.50 |
28965.28 |
Profit available for appropriation |
104259.10 |
90229.23 |
29204.66 |
29193.76 |
Less: Dividend |
135.68 |
295.26 |
135.68 |
295.26 |
Balance surplus transferred |
104123.42 |
89933.97 |
29068.98 |
28898.50 |
OPERATIONS
Your Directors are pleased to report that your Companyâs total income during the period under review
stood at Rs. 3396895.05 million. As a result, the net profit for the year under review, after provision for
depreciation and income tax was Rs. 14325.12 million.
DIVIDEND
The Board of Directors are pleased to recommend the payment of dividend for the year ended 31st March
2023 @ Re.1.00 per share (100 per cent) for all the shareholders whose names appear on the Register of
Members as on the Book Closure date. Dividend is subject to approval of members at the ensuing Annual
General Meeting (AGM) and shall be subject to deduction of tax at source.
DISCLOSURE AS REQUIRED UNDER SECTION 22 OF SEXUAL HARASSMENT OF WOMEN AT
WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has in place a Prevention of Sexual Harassment Policy in line with the requirements of
the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. An
Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment.
All employees (permanent, contractual, temporary, trainees) are covered under this policy. The Policy is
available on the website of the Company i.e., www.rajeshindia.com
During the year 2022-2023, no complaints were received by the Company related to sexual harassment.
BOARD MEETINGS, BOARD OF DIRECTORS, KEY MANAGERIAL PERSONNEL & COMMITTEES
OF DIRECTORSBoard Meeting
The Board of Directors of the Company met eight times during the financial year. The details of various
Board Meetings are provided in the Corporate Governance Report. The gap intervening between two meetings
of the board is as prescribed in the Companies Act, 2013 (hereinafter âthe Actâ).
The Company has the following Committees of the Board:
1. Audit Committee
2. Nomination and Remuneration Committee
3. Stakeholders Relationship Committee
4. Corporate Social Responsibility Committee and
5. Risk Management Committee
The composition of each of the above Committees, their respective role and responsibility is as detailed in
the Report of Corporate Governance.
DECLARATION BY INDEPENDENT DIRECTORS
The Company has received necessary declaration from each independent director under Section 149(7) of
the Companies Act, 2013, that he /she meets the criteria of independence laid down in Section 149(6) of
the Companies Act, 2013 and Regulation 25 of the SEBI (Listing obligation disclosure requirement), 2015.
Pursuant to the provisions of the Companies Act, 2013 and Regulation 17(10) of SEBI (Listing Obligation and
Disclosure Requirements) Regulations, 2015 the Board carried out annual evaluation of its own performance,
performance of its Committees and evaluation of individual director including independent directors. The
independent directors carried out an annual performance of non independent directors, the Board as a
whole and chairperson of the Company. Nomination and Remuneration Committee of the Board of directors
evaluated the performance of every director. The performance is evaluated on the basis of number of Board
and Committee meetings attended by individual directors, participation of director in the affairs of the
company, duties performed by each director, targets archived by the company during the year. The Board
found the evaluation satisfactory and no observations were raised during the said evaluation in current
year as well as in previous year.
We have established a mechanism for employees to report concerns about unethical behavior, actual or
suspected fraud or violation of our code of conduct or ethics policy. The mechanism also provides for adequate
safeguards against victimization of employees who avail of the mechanism and also provide for direct access
to the Chairman of the Audit Committee in exceptional cases. The Policy is available on the website of the
Company i.e. http://www.rajeshindia.com/
Company did not have any related party transaction under Section 134(3)(h) read with Rule 8 of the
Companies (Accounts) Rules, 2014.
In terms of the provisions of Section 73 of the Act read with the relevant Rules of the Act, the Company had
no opening or closing balances and also has not accepted any fixed deposits during the year under review
and as such, no amount of principal or interest was outstanding as on March 31, 2023.
Your Company has been practicing the principles of good corporate governance. The Company is in compliance
with the provisions on corporate governance specified in the SEBI (Listing obligation disclosure requirement),
2015 of BSE and NSE. A detailed report on corporate governance is available as a separate section in this
Annual Report. Certificate of the Statutory Auditors regarding compliance with the conditions stipulated in
Reg. 34(3) of the SEBI (Listing obligation disclosure requirement), 2015 is provided separately under this
Annual Report.
There is no change in Share capital (authorized and paid-up) from last financial year.
M/s. B S D & Co., Chartered Accountants, Bangaluru, were appointed as Statutory Auditors of Company
in the 28th AGM up to the conclusion of next Annual General Meeting. The Audit Committee and the
Board of Directors have recommended the proposal to appoint M/s. B S D & Co., Chartered Accountants,
Bengaluru, as the Statutory Auditors of Company for another four years up to the conclusion of respective
Annual General Meeting, and to authorize the Board of Directors and Committees thereof to fix their
remuneration. The company has received a certificate from the auditor to the effect that the appointment
if made, would be, in accordance with limits specified in the Act and that, they meet the criteria of
independence.
Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, the Board of Directors has appointed Mr. Deepak Sadhu, Practicing
Company Secretary, for conducting Secretarial Audit of the Company for the financial year 2022-2023.
AUDITORâS REPORT AND SECRETARIAL AUDIT REPORT
The Auditors Report and Secretarial Audit Report do not contain any qualifications, reservations or adverse
remarks. The Secretarial Audit Report is annexed herewith as Annexure II.
DETAILS ABOUT SUBSIDIARIES/ASSOCIATES/JOINT VENTURES
The Details on Subsidiaries/Associates/Joint Ventures is annexed herewith as Annexure III.
CORPORATE SOCIAL RESPONSIBILITY
The Company has actively supported various initiatives in the areas of health, education and environment
over the years. With the introduction of Section 135 of the Act, which came into effect during financial
year 2014-15, the Company has constituted a Corporate Social Responsibility (âCSRâ) Committee. The CSR
Committee decided to continue with the existing programmes and increase focus on health and education
in the years ahead. The CSR Policy is available on the website of the Company i.e., www.rajeshindia.com
The Annual Report on Corporate Social Responsibility Activities is annexed herewith as Annexure V.
Companyâs (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS
AND OUTGOCONSERVATION OF ENERGY
The Details on Conservation of energy is annexed herewith as Annexure VI.
RESEARCH AND DEVELOPMENT AND TECHNOLOGY ABSORPTION
Your Company has the largest and one of the finest R&D units in jewellery industry. The research and
development team of the Company comprises of some of the finest designers, metallurgists, chemists and
senior craftsman. The Company has been instrumental in developing and introducing several widely acclaimed
jewellery designs. The Company has also developed several new systems, procedures and techniques in
jewellery manufacturing.
The company continues to adopt and use the latest technologies to improve the productivity and quality of
its service and products.
FOREIGN EXCHANGE EARNINGS AND OUTGO (Rs. in lakhs)
Particulars |
2022-23 |
2021-22 |
Foreign Exchange Earnings |
- |
24,706.65 |
Foreign Exchange Outgo |
- |
24,216.87 |
During the year under review, there were no employees who were drawing remuneration in excess of Rs.60
Lakhs per annum or Rs. 5 lakhs per month, if employed for a part of the year.
DIRECTORSâ RESPONSIBILITY STATEMENT
Pursuant to the requirement under section 134 of the Companies Act 2013, with respect to Directors
responsibility statement, it is hereby confirmed:
1. That for compilation of annual accounts for the financial year ended 31.03.2023, the applicable accounting
standards have been followed along with proper explanation relating to the material departures.
2. That 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 at the end of the financial year under review and of the profit of the
Company for that period.
3. That the Directors have taken proper and sufficient care for the maintenance of adequate accounting
records in accordance with the provisions of the Act, for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities.
4. That the Directors have compiled the accounts for the financial year ended 31.03.2023 on a âgoing
concernâ basis.
5. Proper internal financial controls were followed by the Company and such internal financial controls
are adequate and were operating effectively;
6. Proper systems are devised to ensure compliance with the provisions of all applicable laws and that
such systems were adequate and operating effectively.
There are no material changes and commitments made between balance sheet date and date of directors Report.
Based on the requirements under SEBI (Prohibition of Insider Trading) Regulations, 2016, as amended from
time to time, the code of conduct for prevention of insider trading and the code for corporate disclosures
(âCodeâ), as approved by the Board from time to time, are in force at the Company. The objective of this
Code is to protect the interest of shareholders at large, to prevent misuse of any price sensitive information
and to prevent any insider trading activity of dealing in shares of the Company by its Directors, designated
employees and other employees. The Company also adopts the concept of Trading Window Closure, to prevent
its Directors, Officers, designated employees and other employees from trading in securities of Rajesh Exports
Limited at the time when there is unpublished price sensitive information. No other material changes and
commitments affecting the financial position of the Company have occurred between April 1, 2023 and
the date of signing of this Report. The Policy is available on the website of the Company i.e., http://www.
rajeshindia.com/
INTERNAL CONTROL SYSTEMS AND ADEQUACY OF INTERNAL FINANCIAL CONTROLS
The Company has a proper and adequate system of internal controls. This ensures that all transactions
are authorised, recorded and reported correctly, and assets are safeguarded and protected against loss from
unauthorized use or disposition. In addition there are operational controls and fraud risk controls, covering
the entire spectrum of internal financial controls.
An extensive programme of internal audits and management review supplements the process of internal
financial control framework. Properly documented policies, guidelines and procedures are laid down for
this purpose. The internal financial control framework has been designed to ensure that the financial and
other records are reliable for preparing financial and other statements and for maintaining accountability
of assets. In addition, the Company has identified and documented the risks and controls for each process
that has a relationship to financial operations and reporting.
The Company also has an Audit Committee to interact with the Statutory Auditors, Internal Auditors and
Management in dealing with matters within its terms of reference. This Committee mainly deals with
accounting matters, financial reporting and internal controls.
AUDIT COMMITTEE RECOMMENDATIONS
During the year all recommendations of the Audit Committee were accepted by the Board. The Composition
of the Audit Committee is as described in the Corporate Governance Report.
As required under Section 134(3)(A) of the Act, the extract of annual return is put up on the Companyâs
website.
In accordance with SEBI (Listing Obligations and Disclosure Requirements), Regulation 2015, the Company
has formulated a policy for determining material subsidiaries. The policy has been uploaded on the website
of the Company at https://rajeshindia-production.s3.amazonaws.com/uploads/corporate_governance/file/15/
Material_Subsidiaries.pdf
FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTOR:
The Company has a familiarization Program for Independent Directors to familiarize them with regard to
their roles, rights, responsibilities in the Company, along with industry, business operations, business model,
code of conduct and policies of the Company etc. The Familiarization Program has been disclosed on the
website of the Company. The companyâs policy on familiarization Program is available on the following web
link: https://rajeshindia-production.s3.amazonaws.com/uploads/corporate_governance/file/1/ familiarization
Program_for_independent_directors.pdf.
MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION OF THE
COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF FINANCIAL YEAR OF THE
COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:
No material changes and commitments have occurred after the closure of financial year till the date of this
Report, which affect the financial position of the Company.
PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES
PROVIDED (REFERENCE SECTION 186)
The details of the investments made by the Company are in Note No. 3 of the audited financial statements.
The Company has not made any loans to any persons within the meaning of Section 186 and has also not
given any guarantees within the meaning of that section.
The Company has a robust Enterprise Risk Management (ERM) framework to identify, evaluate business risks
and opportunities. This framework seeks to create transparency, minimize adverse impact on the business
objectives and enhance the Companyâs competitive advantage. The business risk framework defines the risk
management approach across the enterprise at various levels including documentation and reporting. The
framework has different risk models which help in identifying risks trend, exposure and potential impact
analysis at a Company level as also separately for business segments. The Company has identified various
risks and also has mitigation plans for each risk identified. The Policy is available on the website of the
Company i.e., www.rajeshindia.com
STATEMENT ON COMPLIANCES OF APPLICABLE SECRETARIAL STANDARDS
In requirement of para 9 of revised Secretarial Standards on the Board Meeting i.e SS-1 your Directors state
that they have devised proper systems to ensure compliance with the provisions of all Secretarial Standards
and that such systems are adequate and operating effectively.
INVESTOR EDUCATION AND PROTECTION FUND (IEPF)
Pursuant to Section 125 of Companies Act, 2013 (corresponding to section 205C of Companies Act, 1956) all
unpaid dividend due for more than seven years has to be transferred to Investor Education and Protection
fund maintained by Central Government. Accordingly the company has transferred a sum of Rs. 5,11,399/-
(Rupees Five Lakh Eleven Thousand Three hundred Ninety Nine only) of Interim Dividend and Rs. 67,874/-
(Rupees Sixty Seven Thousand Eight hundred Seventy Four Only) of the Final Dividend, during the year
to the said fund. The details of the investors whose amount is transferred is available on website of the
company www.rajeshindia.com.
Your Company has laid down a Code of Conduct (âCodeâ) for all the Board Members and Senior Management
Personnel of the Company. The Code is available on the website of the Company i.e., https://rajeshindia-
production.s3.amazonaws.com/uploads/corporate_governance/file/7/Code_of_Conduct.pdf. All Directors and
Senior Management Personnel of the Company have affirmed compliance with the Companyâs Code of Conduct
for the financial year ended March 31, 2023. A declaration signed by the Chief Executive Officer (CEO) to
this effect is attached in the Annual Report.
The shares of the Company continue to be listed at the National Stock Exchange of India Ltd, Mumbai, and
the Bombay Stock Exchange Ltd, Mumbai. The annual listing fees for National Stock Exchange of India
Ltd. and Bombay Stock Exchange Ltd. have been paid.
Your directors specially wish to place on record, their sincere appreciation to the employees of the Company
for their dedication and hard work, which has resulted in overwhelming success of the Company during
the year under report. Your Directors also thank all the Shareholders, Consultants, Customers, Vendors,
Service providers, Government & Statutory authorities for their continued support in successful running of
companyâs business and its continued progress.
For and on behalf of the Board
Sd/-
Place : Bengaluru RAJESH MEHTA
Date : May 30, 2023 Chairman
Mar 31, 2022
We are delighted to present on behalf of Board of Directors the 28th Annual Report on the business and operations of the Company, for the financial year ended 31st March 2022.
(Rs. |
in Millions) |
|||
CONSOLIDATED |
STANDALONE |
|||
For the year ended 31.03.2022 |
For the year ended 31.03.2021 |
For the year ended 31.03.2022 |
For the year ended 31.03.2021 |
|
Profit before Depreciation |
11293.93 |
9846.20 |
313.98 |
1049.57 |
Less : Depreciation |
908.74 |
904.31 |
9.09 |
9.85 |
Profit after depreciation |
10385.19 |
8941.89 |
304.89 |
1039.72 |
Less : Provision for taxation & Deferred tax |
291.45 |
489.82 |
76.43 |
48.55 |
Profit after taxation |
10093.74 |
8452.07 |
228.48 |
991.17 |
Add : Balance as per last account |
80135.49 |
71978.68 |
28965.28 |
28269.37 |
Profit available for appropriation |
90229.23 |
80430.75 |
29193.76 |
29260.54 |
Less: Dividend |
295.26 |
295.26 |
295.26 |
295.26 |
Balance surplus transferred to Balance Sheet |
89933.97 |
80135.49 |
28898.50 |
28965.28 |
Your Directors are pleased to report that your Companyâs total income during the period under review stood at Rs. 2431279.37 million. As a result, the net profit for the year under review, after provision for depreciation and income tax was Rs. 10093.73 million.
The Board of Directors are pleased to recommend the payment of dividend for the year ended 31st March 2022 @ Re.1.00 per share (100 per cent) for all the shareholders whose names appear on the Register of Members as on the Book Closure date. Dividend is subject to approval of members at the ensuing Annual General Meeting (AGM) and shall be subject to deduction of tax at source.
The Company has in place a Prevention of Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. The Policy is available on the website of the Company i.e., www.rajeshindia.com
During the year 2021-2022, no complaints were received by the Company related to sexual harassment.
The Board of Directors of the Company met sixteen times during the financial year. The details of various Board Meetings are provided in the Corporate Governance Report. The gap intervening between two meetings of the board is as prescribed in the Companies Act, 2013 (hereinafter âthe Actâ).
The Company has the following Committees of the Board:
1. Audit Committee
2. Nomination and Remuneration Committee
3. Stakeholders Relationship Committee
4. Corporate Social Responsibility Committee and
5. Risk Management Committee
The composition of each of the above Committees, their respective role and responsibility is as detailed in the Report of Corporate Governance.
The Company has received necessary declaration from each independent director under Section 149(7) of the Companies Act, 2013, that he /she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25 of the SEBI (Listing obligation disclosure requirement), 2015.
Pursuant to the provisions of the Companies Act, 2013 and Regulation 17(10) of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 the Board carried out annual evaluation of its own performance, performance of its Committees and evaluation of individual director including independent directors. The independent directors carried out an annual performance of non independent directors, the Board as a whole and chairperson of the Company. Nomination and Remuneration Committee of the Board of directors evaluated the performance of every director. The performance is evaluated on the basis of number of Board and Committee meetings attended by individual directors, participation of director in the affairs of the company, duties performed by each director, targets archived by the company during the year. The Board found the evaluation satisfactory and no observations were raised during the said evaluation in current year as well as in previous year.
We have established a mechanism for employees to report concerns about unethical behavior, actual or suspected fraud or violation of our code of conduct or ethics policy. The mechanism also provides for adequate safeguards against victimization of employees who avail of the mechanism and also provide for direct access to the Chairman of the Audit Committee in exceptional cases. The Policy is available on the website of the Company i.e. http://www.rajeshindia.com/
Company did not have any related party transaction under Section 134(3)(h) read with Rule 8 of the Companies (Accounts) Rules, 2014.
In terms of the provisions of Section 73 of the Act read with the relevant Rules of the Act, the Company had no opening or closing balances and also has not accepted any fixed deposits during the year under review and as such, no amount of principal or interest was outstanding as on March 31, 2022.
Your Company has been practicing the principles of good corporate governance. The Company is in compliance with the provisions on corporate governance specified in the SEBI (Listing obligation disclosure requirement), 2015 of BSE and NSE. A detailed report on corporate governance is available as a separate section in this Annual Report. Certificate of the Statutory Auditors regarding compliance with the conditions stipulated in Reg. 34(3) of the SEBI(Listing obligation disclosure requirement), 2015 is provided separately under this Annual Report.
There is no change in Share capital (authorized and paid-up) from last financial year.
M/s P. V. Ramana Reddy & Co., Chartered Accountants, Bangaluru, were appointed as Statutory Auditors of Company in the 27th AGM up to the conclusion of next Annual General Meeting. The Audit Committee and the Board of Directors have recommended the proposal to appoint M/s. B S D & Co., Chartered Accountants, Bengaluru, as the Statutory Auditors of Company up to the conclusion of next Annual General Meeting, and to authorize the Board of Directors and Committees thereof to fix their remuneration. The company has received a certificate from the auditor to the effect that the appointment if made, would be, in accordance with limits specified in the Act and that, they meet the criteria of independence.
Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors has appointed Mr. Deepak Sadhu, Practicing Company Secretary, for conducting Secretarial Audit of the Company for the financial year 2021-2022.
The Auditors Report and Secretarial Audit Report do not contain any qualifications, reservations or adverse remarks. The Secretarial Audit Report is annexed herewith as Annexure II.
The Details on Subsidiaries/Associates/Joint Ventures is annexed herewith as Annexure III.
The Company has actively supported various initiatives in the areas of health, education and environment over the years. With the introduction of Section 135 of the Act, which came into effect during financial year 2014-15, the Company has constituted a Corporate Social Responsibility (âCSRâ) Committee. The CSR Committee decided to continue with the existing programmes and increase focus on health and education in the years ahead. The CSR Policy is available on the website of the Company i.e., www.rajeshindia.com
The Annual Report on Corporate Social Responsibility Activities is annexed herewith as Annexure V.
The Details on Conservation of energy is annexed herewith as Annexure VI.
Your Company has the largest and one of the finest R&D units in jewellery industry. The research and development team of the Company comprises of some of the finest designers, metallurgists, chemists and senior craftsman. The Company has been instrumental in developing and introducing several widely acclaimed jewellery designs. The Company has also developed several new systems, procedures and techniques in jewellery manufacturing.
The company continues to adopt and use the latest technologies to improve the productivity and quality of its service and products.
FOREIGN EXCHANGE EARNINGS AND OUTGO |
(Rs. in lakhs) |
|
Particulars |
2021-22 |
2020-21 |
Foreign Exchange Earnings |
24,706.65 |
185,783.38 |
Foreign Exchange Outgo |
24,216.87 |
178,761.30 |
During the year under review, there were no employees who were drawing remuneration in excess of Rs.60
Lakhs per annum or Rs. 5 lakhs per month, if employed for a part of the year.
Pursuant to the requirement under section 134 of the Companies Act 2013, with respect to Directors
responsibility statement, it is hereby confirmed:
1. That for compilation of annual accounts for the financial year ended 31.03.2022, the applicable accounting standards have been followed along with proper explanation relating to the material departures.
2. That 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 at the end of the financial year under review and of the profit of the Company for that period.
3. That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.
4. That the Directors have compiled the accounts for the financial year ended 31.03.2022 on a âgoing concernâ basis.
5. Proper internal financial controls were followed by the Company and such internal financial controls are adequate and were operating effectively;
6. Proper systems are devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
There are no material changes and commitments made between balance sheet date and date of directors Report.
Based on the requirements under SEBI (Prohibition of Insider Trading) Regulations, 2016, as amended from time to time, the code of conduct for prevention of insider trading and the code for corporate disclosures (âCodeâ), as approved by the Board from time to time, are in force at the Company. The objective of this Code is to protect the interest of shareholders at large, to prevent misuse of any price sensitive information and to prevent any insider trading activity of dealing in shares of the Company by its Directors, designated employees and other employees. The Company also adopts the concept of Trading Window Closure, to prevent its Directors, Officers, designated employees and other employees from trading in securities of Rajesh Exports Limited at the time when there is unpublished price sensitive information. No other material changes and commitments affecting the financial position of the Company have occurred between April 1, 2022 and the date of signing of this Report. The Policy is available on the website of the Company i.e., http://www. rajeshindia.com/
The Company has a proper and adequate system of internal controls. This ensures that all transactions are authorised, recorded and reported correctly, and assets are safeguarded and protected against loss from unauthorized use or disposition. In addition there are operational controls and fraud risk controls, covering the entire spectrum of internal financial controls.
An extensive programme of internal audits and management review suppliments the process of internal financial control framework. Properly documented policies, guidelines and procedures are laid down for this purpose. The internal financial control framework has been designed to ensure that the financial and other records are reliable for preparing financial and other statements and for maintaining accountability of assets. In addition, the Company has identified and documented the risks and controls for each process that has a relationship to financial operations and reporting.
The Company also has an Audit Committee to interact with the Statutory Auditors, Internal Auditors and Management in dealing with matters within its terms of reference. This Committee mainly deals with accounting matters, financial reporting and internal controls.
During the year all recommendations of the Audit Committee were accepted by the Board. The Composition of the Audit Committee is as described in the Corporate Governance Report.
As required under Section 134(3)(A) of the Act, the extract of annual return is put up on the Companyâs website.
In accordance with SEBI (Listing Obligations and Disclosure Requirements), Regulation 2015, the Company has formulated a policy for determining material subsidiaries. The policy has been uploaded on the website of the Company at https://rajeshindia-production.s3.amazonaws.com/uploads/corporate_governance/file/15/ Material_Subsidiaries.pdf
The Company has a familiarization Program for Independent Directors to familiarize them with regard to their roles, rights, responsibilities in the Company, along with industry, business operations, business model, code of conduct and policies of the Company etc. The Familiarization Program has been disclosed on the website of the Company. The companyâs policy on familiarization Program is available on the following web link: https://rajeshindia-production.s3.amazonaws.com/uploads/corporate_governance/file/1/ familiarization Program_for_independent_directors.pdf.
No material changes and commitments have occurred after the closure of financial year till the date of this Report, which affect the financial position of the Company.
The details of the investments made by the Company are in Note No. 3 of the audited financial statements.
The Company has not made any loans to any persons within the meaning of Section 186 and has also not given any guarantees within the meaning of that section.
The Company has a robust Enterprise Risk Management (ERM) framework to identify, evaluate business risks and opportunities. This framework seeks to create transparency, minimize adverse impact on the business objectives and enhance the Companyâs competitive advantage. The business risk framework defines the risk management approach across the enterprise at various levels including documentation and reporting. The framework has different risk models which help in identifying risks trend, exposure and potential impact analysis at a Company level as also separately for business segments. The Company has identified various risks and also has mitigation plans for each risk identified. The Policy is available on the website of the Company i.e., www.rajeshindia.com
In requirement of para 9 of revised Secretarial Standards on the Board Meeting i.e SS-1 your Directors state that they have devised proper systems to ensure compliance with the provisions of all Secretarial Standards and that such systems are adequate and operating effectively.
Pursuant to Section 125 of Companies Act, 2013 (corresponding to section 205C of Companies Act, 1956) all unpaid dividend due for more than seven years has to be transferred to Investor Education and Protection fund maintained by Central Government. Accordingly the company has transferred a sum of Rs. 609109/-(Rupees Six Lakh Nine Thousand, One Hundred and One only) during the year to the said fund. The details of the investors whose amount is transferred is available on website of the company www.rajeshindia.com.
Your Company has laid down a Code of Conduct (âCodeâ) for all the Board Members and Senior Management Personnel of the Company. The Code is available on the website of the Company i.e., https://rajeshindia-production.s3.amazonaws.com/uploads/corporate_governance/file/7/Code_of_Conduct.pdf. All Directors and Senior Management Personnel of the Company have affirmed compliance with the Companyâs Code of Conduct for the financial year ended March 31, 2022. A declaration signed by the Chief Executive Officer (CEO) to this effect is attached in the Annual Report.
The shares of the Company continue to be listed at the National Stock Exchange of India Ltd, Mumbai, and the Bombay Stock Exchange Ltd, Mumbai. The annual listing fees for National Stock Exchange of India Ltd. and Bombay Stock Exchange Ltd. have been paid.
Your directors specially wish to place on record, their sincere appreciation to the employees of the Company for their dedication and hard work, which has resulted in overwhelming success of the Company during the year under report. Your directors place on record their gratitude to Canara Bank for their continued support. Your Directors also thank all the Shareholders, Consultants, Customers, Vendors, Service providers, Government & Statutory authorities for their continued support in successful running of companyâs business and its continued progress.
For and on behalf of the Board
Sd/-
Place : Bengaluru RAJESH MEHTA
Date : May 30, 2022 Chairman
Mar 31, 2019
DIRECTORS'' REPORT
To
The Members of
Rajesh Export Limited
We are delighted to present on behalf of Board of Directors the 25th Annual Report on the business and operations of the Company, for the financial year ended 31st March 2019.
FINANCIAL RESULTS
(Rs. in Millions) |
||||
CONSOLIDATED |
STANDALONE |
|||
For the year ended 31.03.2019 |
For the year ended 31.03.2018 |
For the year ended 31.03.2019 |
For the year ended 31.03.2018 |
|
Profit before Depreciation |
14199.43 |
14096.36 |
4669.30 |
4898.93 |
Less : Depreciation |
743.45 |
679.92 |
14.09 |
14.92 |
Profit after depreciation |
13455.98 |
13416.44 |
4655.21 |
4884.01 |
Less : Provision for taxation & Deferred tax |
535.26 |
758.57 |
234.59 |
472.17 |
Profit after taxation |
12920.72 |
12657.87 |
4420.62 |
4411.84 |
Add : Balance as per last account |
47590.87 |
35257.79 |
20407.73 |
16320.68 |
Profit available for appropriation |
60511.59 |
47915.66 |
24828.35 |
20732.52 |
Less: Dividend |
295.26 |
324.79 |
295.26 |
324.79 |
Balance surplus transferred to Balance Sheet |
60216.33 |
47590.87 |
24533.09 |
20407.73 |
OPERATIONS
Your Directors are pleased to report that your Company''s total income during the period under review stood at Rs. 1757631.23 million. As a result, the net profit for the year under review, after provision for depreciation and income tax was Rs. 12920.72 million compared to Rs. 12657.87 million during the previous year.
DIVIDEND
The Board of Directors are pleased to recommend the payment of dividend for the year ended 31st March 2019 @ Re. 1.00 per share (100 per cent) for all the shareholders whose names appear on the Register of Members as on the Book Closure date.
DISCLOSURE AS REQUIRED UNDER SECTION 22 OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has in place a Prevention of Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. The Policy is available on the website of the Company i.e., www.rajeshindia.com
During the year 2018-2019, no complaints were received by the Company related to sexual harassment.
BOARD MEETINGS, BOARD OF DIRECTORS, KEY MANAGERIAL PERSONNEL & COMMITTEES OF DIRECTORS
Board Meeting
The Board of Directors of the Company met eight times during the financial year. The details of various Board Meetings are provided in the Corporate Governance Report. The gap intervening between two meetings of the board is as prescribed in the Companies Act, 2013 (hereinafter "the Act").
BOARD COMMITTEES
The Company has the following Committees of the Board:
1. Audit Committee
2. Nomination and Remuneration Committee
3. Stakeholders Relationship Committee
4. Corporate Social Responsibility Committee and
5. Risk Management Committee
The composition of each of the above Committees, their respective role and responsibility is as detailed in the Report of Corporate Governance.
DECLARATION BY INDEPENDENT DIRECTORS
The Company has received necessary declaration from each independent director under Section 149(7) of the Companies Act, 2013, that he /she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25 of the SEBI (Listing obligation disclosure requirement), 2015.
BOARD EVALUATION
Pursuant to the provisions of the Companies Act, 2013 and Regulation 17(10) of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 the Board carried out annual evaluation of its own performance, performance of its Committees and evaluation of individual director including independent directors. The independent directors carried out an annual performance of non independent directors, the Board as a whole and chairperson of the Company. Nomination and Remuneration Committee of the Board of directors evaluated the performance of every director. The performance is evaluated on the basis of number of Board and Committee meetings attended by individual directors, participation of director in the affairs of the company, duties performed by each director, targets archived by the company during the year. The Board found the evaluation satisfactory and no observations were raised during the said evaluation in current year as well as in previous year.
VIGIL MECHANISM
We have established a mechanism for employees to report concerns about unethical behavior, actual or suspected fraud or violation of our code of conduct or ethics policy. The mechanism also provides for adequate safeguards against victimization of employees who avail of the mechanism and also provide for direct access to the Chairman of the Audit Committee in exceptional cases. The Policy is available on the website of the Company i.e. www.rajeshindia.com.
RELATED PARTY TRANSACTIONS
The details of the related party transactions as required under Section 134(3)(h) read with Rule 8 of the Companies (Accounts) Rules, 2014, is attached as Annexure V.
DEPOSITS
In terms of the provisions of Section 73 of the Act read with the relevant Rules of the Act, the Company had no opening or closing balances and also has not accepted any fixed deposits during the year under review and as such, no amount of principal or interest was outstanding as on March 31, 2019.
CORPORATE GOVERNANCE
Your Company has been practicing the principles of good corporate governance. The Company is in compliance with the provisions on corporate governance specified in the SEBI(Listing obligation disclosure requirement),2015 of BSE and NSE. A detailed report on corporate governance is available as a separate section in this Annual Report. Certificate of the Statutory Auditors regarding compliance with the conditions stipulated in Reg. 34(3) of the SEBI(Listing obligation disclosure requirement), 2015 is provided separately under this Annual Report.
SHARE CAPITAL
There is no change in Share capital (authorized and paid-up) from last financial year.
CHANGE IN DIRECTORS
Mr. Joseph T.D. was appointed as Additional Director (Non-Executive and Non-independent Director) AUDITORS
a) STATUTORY AUDITOR
M/s P. V. Ramana Reddy & Co., Chartered Accountants, Bangaluru, were appointed as Statutory Auditors of Company in the 24th AGM up to the conclusion of next Annual General Meeting. The Audit Committee and the Board of Directors have recommended the proposal to reappoint M/s. P. V. Ramana Reddy & Co., Chartered Accountants, Bengaluru, as the Statutory Auditors of Company up to the conclusion of next Annual General Meeting, and to authorize the Board of Directors and Committees thereof to fix their remuneration. The company has received a certificate from the auditor to the effect that the appointment if made, would be, in accordance with limits specified in the Act and that, they meet the criteria of independence.
b) SECRETARIAL AUDITORS
Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors has appointed Mr. Deepak Sadhu, Practicing Company Secretary, for conducting Secretarial Audit of the Company for the financial year 2018-2019.
AUDITOR''S REPORT AND SECRETARIAL AUDIT REPORT
The Auditors Report and Secretarial Audit Report do not contain any qualifications, reservations or adverse remarks. The Secretarial Audit Report is annexed herewith as Annexure II.
DETAILS ABOUT SUBSIDIARIES/ASSOCIATES/JOINT VENTURES
The Details on Subsidiaries/Associates/Joint Ventures is annexed herewith as Annexure
IV. CORPORATE SOCIAL RESPONSIBILITY
The Company has actively supported various initiatives in the areas of health, education and environment over the years. With the introduction of Section 135 of the Act, which came into effect during financial year 2014-15, the Company has constituted a Corporate Social Responsibility ("CSR") Committee. The CSR Committee decided to continue with the existing programmes and increase focus on health and education in the years ahead. The CSR Policy is available on the website of the Company i.e., www.rajeshindia.com
The Annual Report on Corporate Social Responsibility Activities is annexed herewith as Annexure VII.
Company''s (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
CONSERVATION OF ENERGY
The Details on Conservation of energy is annexed herewith as Annexure
VII. RESEARCH AND DEVELOPMENT AND TECHNOLOGY ABSORPTION
Your Company has the largest and one of the finest R&D units in jewellery industry. The research and development team of the Company comprises of some of the finest designers, metallurgists, chemists and senior craftsman. The Company has been instrumental in developing and introducing several widely acclaimed jewellery designs. The Company has also developed several new systems, procedures and techniques in jewellery manufacturing.
The company continues to adopt and use the latest technologies to improve the productivity and quality of its service and products.
FOREIGN EXCHANGE EARNINGS AND OUTGO |
(Rs. in lakhs) |
|
Particulars |
2018-19 |
2017-18 |
Foreign Exchange Earnings |
4,171,174.67 |
2,836,631.35 |
Foreign Exchange Outgo |
4,111,201.23 |
3,233,762.68 |
PARTICULARS OF EMPLOYEES
During the year under review, there were no employees who were drawing remuneration in excess of Rs. 60 Lakhs per annum or Rs. 5 lakhs per month, if employed for a part of the year.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to the requirement under section 134 of the Companies Act 2013, with respect to Directors responsibility statement, it is hereby confirmed:
1. That for the compilation of the annual accounts for the financial year ended 31.03.2019, the applicable accounting standards have been followed along with proper explanation relating to the material departures.
2. That 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 at the end of the financial year under review and of the profit of the Company for that period.
3. That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.
4. That the Directors have compiled the accounts for the financial year ended 31.03.2019 on a "going concern" basis.
5. Proper internal financial controls were followed by the Company and such internal financial controls are adequate and were operating effectively;
6. Proper systems are devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
OTHERS
There are no material changes and commitments made between balance sheet date and date of directors Report.
INSIDER TRADING REGULATIONS
Based on the requirements under SEBI (Prohibition of Insider Trading) Regulations, 2016, as amended from time to time, the code of conduct for prevention of insider trading and the code for corporate disclosures ("Code"), as approved by the Board from time to time, are in force at the Company. The objective of this Code is to protect the interest of shareholders at large, to prevent misuse of any price sensitive information and to prevent any insider trading activity by dealing in shares of the Company by its Directors, designated employees and other employees. The Company also adopts the concept of Trading Window Closure, to prevent its Directors, Officers, designated employees and other employees from trading in the securities of Rajesh Exports Limited at the time when there is unpublished price sensitive information. No other material changes and commitments affecting the financial position of the Company have occurred between April 1, 2019 and the date of signing of this Report. The Policy is available on the website of the Company i.e., www.rajeshindia.com
INTERNAL CONTROL SYSTEMS AND ADEQUACY OF INTERNAL FINANCIAL CONTROLS
The Company has a proper and adequate system of internal controls. This ensures that all transactions are authorised, recorded and reported correctly, and assets are safeguarded and protected against loss from unauthorized use or disposition. In addition there are operational controls and fraud risk controls, covering the entire spectrum of internal financial controls.
An extensive programme of internal audits and management reviews supplements the process of internal financial control framework. Properly documented policies, guidelines and procedures are laid down for this purpose. The internal financial control framework has been designed to ensure that the financial and other records are reliable for preparing financial and other statements and for maintaining accountability of assets. In addition, the Company has identified and documented the risks and controls for each process that has a relationship to the financial operations and reporting.
The Company also has an Audit Committee to interact with the Statutory Auditors, Internal Auditors and Management in dealing with matters within its terms of reference. This Committee mainly deals with accounting matters, financial reporting and internal controls.
AUDIT COMMITTEE RECOMMENDATIONS
During the year all the recommendations of the Audit Committee were accepted by the Board. The Composition of the Audit Committee is as described in the Corporate Governance Report.
EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in Form MGT 9 is annexed herewith as Annexure III.
MATERIAL SUBSIDIARIES:
In accordance with SEBI (Listing Obligations and Disclosure Requirements), Regulation 2015, the Company has formulated a policy for determining material subsidiaries. The policy has been uploaded on the website of the Company at https://rajeshindia-production.s3.amazonaws.com/uploads/corporate_governance/file/15/ Material_Subsidiaries.pdf
FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTOR:
The Company has a familiarization Program for Independent Directors to familiarize them with regard to their roles, rights, responsibilities in the Company, along with industry, business operations, business model, code of conduct and policies of the Company etc. The Familiarization Program has been disclosed on the website of the Company. The company''s policy on familiarization Program is available on the following web link: https://rajeshindia-production.s3.amazonaws.com/uploads/corporate_governance/file/l/ familiarization Program_for_independent_directors.pdf
MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:
No material changes and commitments have occurred after the closure of financial year till the date of this Report, which affect the financial position of the Company.
PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED (REFERENCE SECTION 186)
The details of the investments made by the Company are in Note No. 3 of the audited financial statements.
The Company has not made any loans to any persons within the meaning of Section 186 and has also not given any guarantees within the meaning of that section.
RISK MANAGEMENT POLICY
The Company has a robust Enterprise Risk Management (ERM) framework to identify, evaluate business risks and opportunities. This framework seeks to create transparency, minimize adverse impact on the business objectives and enhance the Company''s competitive advantage. The business risk framework defines the risk management approach across the enterprise at various levels including documentation and reporting. The framework has different risk models which help in identifying risks trend, exposure and potential impact analysis at a Company level as also separately for business segments. The Company has identified various risks and also has mitigation plans for each risk identified. The Policy is available on the website of the Company i.e., www.rajeshindia.com
STATEMENT ON COMPLIANCES OF APPLICABLE SECRETARIAL STANDARDS
In requirement of para 9 of revised Secretarial Standards on the Board Meeting i.e SS-1 your Directors state that they have devised proper systems to ensure compliance with the provisions of all Secretarial Standards and that such system are adequate and operating effectively.
INVESTOR EDUCATION AND PROTECTION FUND (IEPF)
Pursuant to Section 125 of Companies Act, 2013 (corresponding to section 205C of Companies Act, 1956) all unpaid dividend due for seven years has to be transferred to Investor Education and Protection fund maintained by Central Government. Accordingly the company has transferred a sum of Rs 5,62,261 (Rs Five lakh Sixty two thousand two hundred sixty one) during the year to the said fund on account of application money due for refund. The details of the investors whose amount is transferred is available on website of the company www.rajeshindia.com.
CODE OF CONDUCT
Your Company has laid down a Code of Conduct ("Code") for all the Board Members and Senior Management Personnel of the Company. The Code is available on the website of the Company i.e., www.rajeshindia. com. All Directors and Senior Management Personnel of the Company have affirmed compliance with the Company''s Code of Conduct for the financial year ended March 31, 2019. A declaration signed by the Chief Executive Officer (CEO) to this effect is attached in the Annual Report.
LISTING FEES
The shares of the Company continue to be listed at the National Stock Exchange of India Ltd, Mumbai, and the Bombay Stock Exchange Ltd, Mumbai. The annual listing fees for National Stock Exchange of India Ltd. and Bombay Stock Exchange Ltd. have been paid.
ACKNOWLEDGEMENTS
Your directors specially wish to place on record, their sincere appreciation to the employees of the Company for their dedication and hard work, which have resulted in overwhelming success of the Company during the year under report. Your directors place on record their gratitude to Canara Bank for their continued support. Your Directors also thank all the Shareholders, Consultants, Customers, Vendors, Service providers, Government & Statutory authorities for their continued support in successful running of company''s business and its continued progress.
For and on behalf of the Board |
|
Sd/- |
|
Place : Bengaluru |
RAJESH MEHTA |
Date : May 29, 2019 |
Chairman |
Disclosure in the Board''s Report under Rule 5 of Companies (Appointment & Remuneration) Rules, 2014
(i) |
The Ratio of the remuneration of each director to the median remuneration of the employees of the company for the FY 2018-19 |
Director''s Name |
Ratio to mean Remuneration |
|
Mr. Rajesh Mehta Mr. Prashant Mehta Mr. G. Shanker Prasad Mr. Y Venu Madhva Reddy Ms. Vijaya Lakhsmi |
1.60 : 1 1.60 : 1 1: 0 1: 0 1: 0 |
|||
(ii) |
The Percentage increase in remuneration of each Director, CFO, CEO, CS or Manager if any in the FY 2018-19 compared to 2017-18 means part of the year |
Director''d/CFO/CEO/CS/ Manager''s Name |
||
Mr. Rajesh Mehta Mr. Prashant Mehta Mr. G. Shanker Prasad Mr. Y Venu Madhva Reddy Ms. Vijaya Lakhsmi Mr. B Vijendra Rao (CFO) Ms. Nidhi Tulsyan (CS) |
Nil Nil Nil Nil Nil 5.63% Nil |
|||
(iii) |
Percentage increase in the median remuneration of employees in the FY 2018-19 compared to 2017-18 |
Nil |
||
(iv) |
Number of permanent employees on the rolls of the company |
As on 31.03.2019 409 |
As on 31.03.2018 383 |
|
(v) |
Explanation on the relationship between average increase in remuneration and the company performance |
There has been nominal increase in remuneration while the performance of the company has improved significantly |
There has been nominal increase in remuneration while the performance of the company has improved significantly |
|
(vi) |
Comparison of the remuneration of the Key Managerial Personnel against the performance of the company |
0.0001% |
0.0001% |
(vii) |
Variation in |
Details |
31.03.2019 |
31.03.2018 |
||
Market Capitalization |
196,628,369,696 |
218,374,265,676 |
||||
Price Earning Ratio (EPS) |
43.76 |
42.87 |
||||
% Increase/decrease of market quotations |
(9 |
.96) |
22.06 |
|||
Net worth of the Company |
88,400,456,703 |
71,746,461,886 |
||||
(viii) |
Average percentage increase in salaries of Employees other than managerial personnel |
During 2017-18 |
During 2018-19 |
|||
4.58% |
5.21% |
|||||
(ix) |
Comparison of each remuneration of the Key Managerial Personnel against the performance of the Company |
Name of Key Managerial personnel |
Remuneration for the year ended |
Reason against performance of the Company |
||
31.03.2019 |
31.03.2018 |
% of Change |
||||
Mr. Prashant Mehta, Managing Director Mr. Rajesh Mehta, CEO Mr. B Vijendra Rao, CFO Ms. Nidhi Tulsyan, CS |
1,19,998 1,19,998 4,24,000 4,20,000 |
1,19,998 1,19,998 4,24,000 4,20,000 |
0% 0% 0% 0% |
There has been no change in remuneration while the performance of the company has improved significantly |
||
(x) |
Key parameter for any variable component of remuneration availed by the Directors |
NA |
||||
(xi) |
Ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess the highest paid director during the year |
1.60 |
The Board of Directors of the Company affirms that the remuneration is as per the remuneration policy of the Company.
For and on behalf of the Board |
|
Sd/- |
|
Place : Bengaluru |
RAJESH MEHTA |
Date : May 29, 2019 |
Chairman |
Annexure I
DIVIDEND DISTRIBUTION POLICY
The Board of Directors (the "Board") of Rajesh Exports Limited (the "Company") at its meeting held on May 26, 2017 had adopted this Dividend Distribution Policy (the "Policy") as required by Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
Objective
The objective of this Policy is to establish the parameters to be considered by the Board of Directors of the Company before declaring or recommending dividend.
The Company has consistently given dividend payout every year since listing. In future, the Company would endeavor to pay sustainable dividend keeping in view the Company''s policy of meeting the long-term growth objectives from internal cash accruals.
Parameters to be considered before recommending dividend
The Board of Directors of the Company shall consider the following financial / internal parameters while declaring or recommending dividend to shareholders:
⢠Profits earned during the financial year
⢠Retained Earnings
⢠Earnings outlook
⢠Expected future capital / liquidity requirements
⢠Any other relevant factor and material events
The Board of Directors of the Company shall consider the following external parameters while declaring or recommending dividend to shareholders:
(i) Macro-economic environment - Significant changes in macro-economic environment materially affecting the businesses in which the Company is engaged in the geographies in which the Company operates
(ii) Regulatory changes - Introduction of new regulatory requirements, which significantly affect the businesses in which the Company is engaged.
Utilisation of Retained Earnings
The Company shall endeavor to utilise the retained earnings in a manner which shall be beneficial to the interests of the Company and also its shareholders.
The Company may utilize the retained earnings for making investments for future growth and expansion plans, for the purpose of generating higher returns for the shareholders or for any other specific purpose, as approved by the Board of Directors of the Company.
Conflict in Policy
In the event of any conflict between this Policy and the provisions contained in the SEBI (Listing obligation disclosure requirement), 2015, the Regulations shall prevail.
Amendments
The Board may, from time to time, make amendments to this Policy to the extent required due to change in applicable laws and SEBI (Listing obligation disclosure requirement), 2015, any other circumstances or as deemed fit on a review.
For and on behalf of the Board of Directors
Rajesh Mehta
Chairman
Annexure II
SECRETARIAL AUDIT REPORT
FOR THE FINANCIAL YEAR ENDED ON 31st MARCH, 2019.
Form No. : MR-3
[Pursuant to section 204(1) of the Companies Act, 2013 and Rule No.9 of the Companies
To (Appointment and Remuneration of Managerial Personnel) Rules, 2014]
10,
The Members,
Rajesh Exports Limited
4, Batavia Chambers, Kumara Krupa Road, Kumara Park East, Bengaluru-560 001
I have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Rajesh Exports Limited (hereinafter called the Company). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon. Based on my verification of the books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, I hereby report that in my opinion, the Company has, during the audit period ended on 31st March 2019, complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:
I have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company during the audit period according to the provisions of:
I. The Companies Act, 2013 (the Act) and the Rules made thereunder;
II. The Securities Contracts (Regulation) Act, 1956 (''SCRA'') and the Rules made thereunder;
III. The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;
IV. Foreign Exchange Management Act, 1999 and the Rules and Regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings;
V. The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (''SEBI Act'') viz:
a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;
b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;
c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009;
d) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee purchase scheme) Guidelines, 1999.
e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008.
f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client;
g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; and h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998;
(VI) Other laws as informed and certified by the management of the Company which are specifically based on their sector/industry namely:
a. The Special Economic Zone Act, 2005
b. Foreign Trade (Development and Regulation) Act, 1992
c. Bureau of Indian Standards (BIS) (Hallmarking)
I have also examined compliance with the applicable clauses of the following:
i) Secretarial Standards issued by The Institute of Company Secretaries of India on Meetings of the Board of Directors and General Meeting.
ii) SEBI (Listing Obligations and Disclosure Requirements) 2015 for the year ended 31st March 2019 with Bombay Stock Exchange Limited and National Stock Exchange of India Limited.
During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, SEBI (Listing obligation disclosure requirement), 2015 etc. mentioned above.
I further report that:
The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.
Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.
Majority decision is carried through while the dissenting members'' views are captured and recorded as part of the minutes. The Company has obtained all necessary approvals under the various provisions of the Act; and
As per Section 135 of the Companies Act, 2013 the amount of Corporate Social Responsibility (CSR) to be incurred was Rs. 989.67 lakhs where as the Company has spent Rs.47.15 lakhs. The same was noted in the CSR Committee Meeting held on 1st February, 2019.
There was no prosecution initiated and no fines or penalties were imposed during the year under review under the Act,
SEBI Act, SCRA, Depositories Act, SEBI (Listing obligation disclosure requirement), 2015 and Rules, Regulations and Guidelines framed under these Acts against / on the Company, its Directors and Officers.
The Directors have complied with the disclosure requirements in respect of their eligibility of appointment, their being independent and compliance with the Code of Business Conduct & Ethics for Directors and Management Personnel;
I further report that there are adequate systems and processes in the company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.
I further report that during the audit period, there were no instances of: (i) Public/Rights/Preferential Issue of shares/debentures/sweat equity. (ii) Redemption/buy-back of securities.
(iii) Major decisions taken by the Members in pursuance to Section 180 of the Companies Act, 2013. (iv) Merger/amalgamation/reconstruction etc. (v) Foreign technical collaborations.
Place : Bengaluru |
|
Date : 29th May 2019 |
DEEPAK SADHU |
Practising Company Secretary |
|
COP No :- 14992 |
ANNEXURE A
To ( To the Secretarial Audit Report )
The Members Rajesh Exports Limited
My report of even date is to be read along with this letter.
1) Maintenance of Secretarial record is the responsibility of the management of the Company. My responsibility is to express an opinion on these secretarial records based on my audit.
2) I have followed the audit practices and process as are appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial records. The verification was done on test basis to ensure that correct facts are reflected in Secretarial records. I believe that the process and practices, I followed provide a reasonable basis for my opinion.
3) I have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company.
4) Where ever required, I have obtained the Management representation about the Compliance of laws, rules and regulations and happening of events etc.
5) The Compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of management. My examination was limited to the verification of procedure on test basis.
6) The Secretarial Audit report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company.
Place : Bengaluru |
DEEPAK SADHU |
Date : 29th May 2019 |
Practising Company Secretary |
COP No :- 14992 |
FORM NO. MGT 9 Annexure III
EXTRACT OF ANNUAL RETURN
As on financial year ended on 31.03.2019 Pursuant to Section 92 (3) of the Companies Act, 2013 and rule 12(1) of the Company (Management & Administration) Rules, 2014.
I. REGISTRATION & OTHER DETAILS:
1 |
CIN |
L36911KA1995PLC017077 |
2 |
Registration Date |
01/02/1995 |
3 |
Name of the Company |
Rajesh Exports Limited |
4 |
Category/Sub-category of the Company |
Company Limited by shares |
5 |
Address of the Registered office & contact details |
# 4, Batavia Chambers, Kumara Krupa Road, Kumara Park East, Bengaluru - 560 001 |
6 |
Whether listed company |
YES |
7 |
Name, Address & contact details of the Registrar & Transfer Agent, if any. |
M/s S. K. D. C Consultants Limited Kanapathy Towers, 3rd Floor ; 1391/A-l, Sathy Road; Ganapathy, Coimbatore - 641 006. Phone: 0422 - 4958995, 2539835-836 Fax: 0422 - 2539837. E-mail: [email protected] |
II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY
(All the business activities contributing 10 % or more of the total turnover of the company shall be stated)
S.No. |
Name and Description of main products / services |
NIC Code of the Product/service |
% to total turnover of the company |
1 |
Gold Products |
3211 |
100% |
III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES
S.No. |
Name of the Company |
CIN/GLN |
Holding/ Subsidiary / Associate |
% of shares held |
Applicable Section |
1 |
REL SINGAPORE PTE.LTD. |
Foreign Company |
Subsidiary |
100% |
2(87) |
IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)
(i) Category-wise Share Holding
Category of Shareholders |
No. of Shares held at the beginning of the year [As on 31-March-2018] |
No. of Shares held at the end of the year [As on 31-March-2019] |
% Change during the year |
||||||
Demat |
Physical |
Total |
% of Total Shares |
Demat |
Physical |
Total |
% of Total Shares |
||
A. Promoters |
|||||||||
(1) Indian |
|||||||||
a) Individual/HUF |
159273063 |
- |
159273063 |
53.943% |
159528974 |
- |
159528974 |
54.030% |
0.087% |
b) Central Govt. or State Govt. |
- |
- |
- |
0.000% |
- |
- |
- |
0.000% |
0.000% |
c) Bodies Corporate |
- |
- |
- |
0.000% |
- |
- |
- |
0.000% |
0.000% |
d) Bank/FI |
- |
- |
- |
0.000% |
- |
- |
- |
0.000% |
0.000% |
e) Any other |
- |
- |
- |
0.000% |
- |
- |
- |
0.000% |
0.000% |
SUB TOTAL: (A) (1) |
159273063 |
- |
159273063 |
53.943% |
159528974 |
- |
159528974 |
54.030% |
0.087% |
(2) Foreign |
|||||||||
a) NRI- Individuals |
- |
- |
- |
0.000% |
- |
- |
- |
0.000% |
0.000% |
b) Other Individuals |
- |
- |
- |
0.000% |
- |
- |
- |
0.000% |
0.000% |
c) Bodies Corp. |
- |
- |
- |
0.000% |
- |
- |
- |
0.000% |
0.000% |
d) Banks/FI |
- |
- |
- |
0.000% |
- |
- |
- |
0.000% |
0.000% |
e) Any other... |
- |
- |
- |
0.000% |
- |
- |
- |
0.000% |
0.000% |
SUB TOTAL: (A) (2) |
- |
- |
- |
0.000% |
- |
- |
- |
0.000% |
0.000% |
Total Shareholding of Promoter (A)= (A)(1) (A(2) |
159273063 |
_ |
159273063 |
53.943% |
159528974 |
_ |
159528974 |
54.030% |
0.087% |
B. PUBLIC SHAREHOLDING |
|||||||||
(1) Institutions |
|||||||||
a) Mutual Funds |
7850 |
- |
7850 |
0.003% |
26358 |
- |
26358 |
0.009% |
0.006% |
b) Banks/FI |
1119890 |
- |
1119890 |
0. 379% |
1065968 |
- |
1065968 |
0.361% |
-0.018% |
c) Central govt |
- |
- |
- |
0.000% |
- |
- |
- |
0.000% |
0.000% |
d) State Govt. |
- |
- |
- |
0.000% |
- |
- |
- |
0.000% |
0.000% |
e) Venture Capital Fund |
- |
- |
- |
0.000% |
- |
- |
- |
0.000% |
0.000% |
f) Insurance Companies |
15598690 |
- |
15598690 |
5.283% |
18683707 |
- |
18683707 |
6.328% |
1.045% |
g) FIIS |
- |
- |
- |
0.000% |
- |
- |
- |
0.000% |
0.000% |
h) Foreign Venture Capital Funds |
- |
- |
- |
0.000% |
- |
- |
- |
0.000% |
0.000% |
i) Foreign Financial Institutions |
30662 |
- |
30662 |
0.010% |
3556 |
- |
3556 |
0.001% |
-0.009% |
j) Foreign Portfolio Investment |
52656640 |
- |
52656640 |
17.834% |
52231238 |
- |
52231238 |
17.690% |
-0.144% |
SUB TOTAL (B)(l): |
69413732 |
- |
69413732 |
23.509% |
72010827 |
- |
72010827 |
24.389% |
0.88% |
Category of Shareholders |
No. of Shares held at the beginning of the year [As on 31-March-2018] |
No. of Shares held at the end of the year [As on 31-March-2019] |
% Change during the year |
||||||
Demat |
Physical |
Total |
% of Total Shares |
Demat |
Physical |
Total |
% of Total Shares |
||
(2) Non Institutions |
|||||||||
a) Bodies corporates |
|||||||||
i) Indian |
1013408 |
- |
1013408 |
0. 343% |
608033 |
- |
608033 |
0.206% |
-0.137% |
ii) Overseas |
- |
- |
- |
0.000% |
- |
- |
- |
0.000% |
0.000% |
b) Individuals |
|||||||||
i) Individual shareholders holding nominal share capital upto Rs.l lakhs |
3578374 |
198772 |
3777146 |
1.279% |
3207232 |
194932 |
3402164 |
1.151% |
-0.128% |
ii) Individuals shareholders holding nominal share capital in excess of Rs. 1 lakhs |
2189875 |
159000 |
2348875 |
0.796% |
1653000 |
159000 |
1812000 |
0.614% |
-0.182% |
c) Others (specify) |
|||||||||
Trusts |
- |
- |
- |
0.000% |
- |
- |
- |
0.000% |
0.000% |
Directors & Their Relatives |
10000 |
5000 |
15000 |
0.005% |
10000 |
5000 |
15000 |
0.005% |
0.000% |
Non Resident Indians |
50287484 |
- |
50287484 |
17.032% |
49007049 |
- |
49007049 |
16.598% |
-0.434% |
Clearing Members |
1846926 |
- |
1846926 |
0.626% |
1404209 |
- |
1404209 |
0.476% |
-0.150% |
Hindu Undivided Families |
127498 |
- |
127498 |
0.043% |
539876 |
- |
539876 |
0.183% |
0.140% |
Foreign Corporate Bodies |
7156677 |
- |
7156677 |
2.424% |
6931677 |
- |
6931677 |
2.348% |
-0.076% |
Foreign National |
150 |
- |
150 |
0.000% |
- |
- |
- |
0.000% |
0.000% |
SUB TOTAL (B)(2): |
66210392 |
362772 |
66573164 |
22.548% |
63361076 |
358932 |
63720008 |
21.581% |
-0.967% |
Total Public |
135624124 |
362772 |
135986896 |
46.057% |
135371903 |
358932 |
135730835 |
45.970% |
-0.087% |
Grand Total (A B) |
294897187 |
362772 |
295259959 |
100.000% |
294900877 |
358932 |
295259809 |
100.000% |
0.000% |
ii) Shareholding of Promoters-
SN |
Shareholder''s Name |
Shareholding at the beginning of the year |
Shareholding at the end of the year |
% change in shareholding during the year |
||||
No. of Shares |
% of total Shares of the company |
% of Shares Pledged / encumbered to total shares |
No. of Shares |
% of total Shares of the company |
% of Shares Pledged / encumbered to total shares |
|||
1 |
Rajesh Jasvantrai Mehta |
88181234 |
29.866 |
0.000 |
88437145 |
29.952 |
0.000 |
0.086 |
2 |
Prashant Jasvantrai Mehta |
37162425 |
12.586 |
0.000 |
37162425 |
12.586 |
0.000 |
0.000 |
3 |
Mahesh Jasvantrai Mehta |
24041224 |
8.142 |
0.000 |
24041224 |
8.142 |
0.000 |
0.000 |
4 |
Bipin Jasvantrai Mehta |
7188180 |
2.435 |
0.000 |
7188180 |
2.435 |
0.000 |
0.000 |
5 |
Leena Rajesh Mehta |
600000 |
0.203 |
0.000 |
600000 |
0.203 |
0.000 |
0.000 |
6 |
Jayshree B Mehta |
600000 |
0.203 |
0.000 |
600000 |
0.203 |
0.000 |
0.000 |
7 |
Manisha P Mehta |
600000 |
0.203 |
0.000 |
600000 |
0.203 |
0.000 |
0.000 |
8 |
Jasvantrai F Mehta |
450000 |
0.152 |
0.000 |
450000 |
0.152 |
0.000 |
0.000 |
9 |
Chandrika J Mehta |
450000 |
0.152 |
0.000 |
450000 |
0.152 |
0.000 |
0.000 |
iii) Change in Promoter''s shareholding :
SN |
Particulars |
Date |
Reason |
Shareholding at the beginning of the year |
Cumulative Shareholding during the year |
||
No. of shares |
% of total shares of the company |
No. of shares |
% of total shares of the company |
||||
Rajesh Jasvantrai Mehta |
|||||||
At the beginning of the year |
01/04/2018 |
88181234 |
29.866 |
||||
Changes during the year |
Increase |
255911 |
0.086 |
88437145 |
29.952 |
||
At the end of the year |
31/03/2019 |
88437145 |
29.952 |
iv) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters & Holders of GDRs & ADRs)
SN |
For each of the Top 10 shareholders |
Date |
Reason |
Shareholding at the beginning of the year |
Cumulative Shareholding during the year |
||
No. of shares |
% of total shares of the company |
No. of shares |
% of total shares of the company |
||||
1 |
BRIDGE INDIA FUND |
||||||
At the beginning of the year |
01/04/2018 |
28977340 |
9.814 |
||||
Changes during the year |
NIL |
||||||
At the end of the year |
31/03/2019 |
28977340 |
9.814 |
||||
2 |
LIFE INSURANCE CORPORATION OF INDIA |
||||||
At the beginning of the year |
01/04/2018 |
15598690 |
5.283 |
||||
Changes during the year |
Increase |
3085017 |
1.045 |
18683707 |
6.328 |
||
At the end of the year |
31/03/2019 |
18683707 |
6.328 |
||||
3 |
DHIRAJLAL JERAMBHAI DHAKAN |
||||||
At the beginning of the year |
01/04/2018 |
14198702 |
4.809 |
||||
Changes during the year |
NIL |
||||||
At the end of the year |
31/03/2019 |
14198702 |
4.809 |
||||
4 |
ROHITKUMAR PIPARIA |
||||||
At the beginning of the year |
01/04/2018 |
14164641 |
4.797 |
||||
Changes during the year |
NIL |
||||||
At the end of the year |
31/03/2019 |
14164641 |
4.797 |
||||
5 |
SANDEEP DHIRAJLAL DHAKAN |
||||||
At the beginning of the year |
01/04/2018 |
14132796 |
4.787 |
||||
Changes during the year |
NIL |
||||||
At the end of the year |
31/01/2019 |
14132796 |
4.787 |
||||
6 |
APMS INVESTMENT FUND LTD |
||||||
At the beginning of the year |
01/04/2018 |
7156677 |
2.424 |
||||
Changes during the year |
Decrease |
225000 |
-0.076 |
6931677 |
2.348 |
||
At the end of the year |
31/03/2019 |
6931677 |
2.348 |
||||
7 |
PARTHIBAN |
||||||
At the beginning of the year |
01/04/2018 |
6423794 |
2.176 |
||||
Changes during the year |
Decrease |
1000 |
-0.001 |
6422794 |
2.175 |
||
At the end of the year |
31/03/2019 |
6422794 |
2.175 |
||||
8 |
ASIA INVESTMENT CORPORATION (MAURITIUS) |
||||||
At the beginning of the year |
01/04/2018 |
4971748 |
1.684 |
||||
Changes during the year |
Increase |
225000 |
0.076 |
5196748 |
1.760 |
||
At the end of the year |
31/03/2019 |
5196748 |
1.760 |
||||
9 |
VANGUARD EMERGING MARKETS STOCK INDEX FUND, A SERIES |
||||||
At the beginning of the year |
01/04/2018 |
2493323 |
0.844 |
||||
Changes during the year |
Decrease |
134511 |
-0.045 |
2358812 |
0.799 |
||
At the end of the year |
31/03/2019 |
2358812 |
0.799 |
||||
10 |
VANGUARD TOTAL INTERNATIONAL STOCK |
||||||
At the beginning of the year |
01/04/2018 |
1873145 |
0.634 |
||||
Changes during the year |
Increase |
293208 |
0.100 |
2166353 |
0.734 |
||
At the end of the year |
31/03/2019 |
2166353 |
0.734 |
v) Shareholding of Directors and Key Managerial Personnel
SN |
For each of the Top 10 shareholders |
Date |
Reason |
Shareholding at the beginning of the year |
Cumulative Shareholding during the year |
||
No. of shares |
% of total shares the company |
No. of shares |
% of total shares of the company |
||||
RAJESH MEHTA |
31/03/2019 |
88181234 |
29.866 |
88437145 |
29.952 |
||
PRASHANTH MEHTA |
31/03/2019 |
37162425 |
12.586 |
37162425 |
12.586 |
||
G SHANKER PRASAD |
31/03/2019 |
15000 |
0.000 |
15000 |
0.000 |
||
Y VENU MADHAVA REDDY |
31/03/2019 |
0 |
0.000 |
0 |
0.000 |
||
VIJAYA LAKSHMI |
31/03/2019 |
0 |
0.000 |
0 |
0.000 |
||
VIJENDRA RAO |
31/03/2019 |
0 |
0.000 |
0 |
0.000 |
||
JOSEPH T.D |
31/03/2019 |
0 |
0.000 |
0 |
0.000 |
||
NIDHI TULSYAN |
31/03/2019 |
0 |
0.000 |
0 |
0.000 |
V. INDEBTEDNESS - The company is a debt-free company. The company has availed working capital against its own fixed deposits as follows:
facilities, mainly (Rs. in lakhs)
Secured Loans excluding deposits |
Unsecured Loans |
Deposits |
Total Indebtedness |
|
Indebtedness at the beginning of the financial year |
||||
i) Principal Amount |
135,713.37 |
2,554.45 |
645.01 |
138,912.82 |
ii) Interest due but not paid |
0 |
0 |
0 |
0 |
iii) Interest accrued but not due |
0 |
0 |
0 |
0 |
Total (i ii iii) |
135,713.37 |
2,554.45 |
645.01 |
138,912.82 |
Change in Indebtedness during the financial year |
||||
Addition |
62,945.20 |
0 |
0 |
62,945.20 |
Reduction |
0 |
(203.76) |
(3.26) |
(207.02) |
Net Change |
62,945.20 |
(203.76) |
(3.26) |
62,738.18 |
Indebtedness at the end of the financial year |
||||
i) Principal Amount |
198,658.57 |
2,350.69 |
641.75 |
201,651.01 |
ii) Interest due but not paid |
0 |
0 |
0 |
0 |
iii) Interest accrued but not due |
0 |
0 |
0 |
0 |
Total (i ii iii) |
198,658.57 |
2,350.69 |
641.75 |
201,651.01 |
VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL -
A. Remuneration to Managing Director, Whole-time Directors and/or Manager:
(Rs. in lakhs)
SN. |
Particulars of Remuneration |
Name of MD/WTD/ Manager |
Total Amount |
|
Rajesh Mehta Executive Chairman |
Prashant Mehta Managing Director |
|||
1 |
Gross salary |
1.20 |
1.20 |
2.40 |
(a) Salary as per provisions contained in section 17(1) of the Income - tax Act, 1961 |
0 |
0 |
0 |
|
(b) Value of perquisites u/s 17(2) Income-tax Act, 1961 |
0 |
0 |
0 |
|
(c) Profits in lieu of salary under section 17(3) Income- tax Act, 1961 |
0 |
0 |
0 |
|
2 |
Stock Option |
0 |
0 |
0 |
3 |
Sweat Equity |
0 |
0 |
0 |
4 |
Commission |
0 |
0 |
0 |
- as % of profit |
||||
- others, specify |
||||
5 |
Others-contribution to funds |
0 |
0 |
0 |
Total (A) |
1.20 |
1.20 |
2.40 |
|
Ceiling as per the Act (10% of the net profit) |
12,920.72 |
B. Remuneration to other directors
(Rs. in lakhs)
SN. |
Particulars of Remuneration |
Name of Directors |
Total Amount |
|||
1 |
Independent Directors |
Mr. Shanker Prasad |
Mr. Joseph T.D |
Mr. Venu Madhav Reddy |
Ms. Vijaya Lakhsmi |
|
Fee for attending board committee meetings |
0 |
0 |
0 |
0 |
0 |
|
Commission |
0 |
0 |
0 |
0 |
0 |
|
Others, please specify |
0 |
0 |
0 |
0 |
0 |
|
Total (1) |
0 |
0 |
0 |
0 |
0 |
|
2 |
Other Non-Executive Directors |
|||||
Fee for attending board committee meetings |
0 |
0 |
0 |
0 |
0 |
|
Commission |
0 |
0 |
0 |
0 |
0 |
|
Others, please specify |
0 |
0 |
0 |
0 |
0 |
|
Total (2) |
0 |
0 |
0 |
0 |
0 |
|
Total (B)=(l 2) |
0 |
0 |
0 |
0 |
0 |
|
Total Managerial Remuneration |
0 |
0 |
0 |
0 |
0 |
|
Overall Ceiling as per the Act. (1% of the net profit) |
1,292.07 |
C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/WTD
(Rs. in lakhs)
SN |
Particulars of Remuneration |
Name of Key Managerial Personnel |
||
Name |
Vijendra Rao |
Nidhi Tulsyan |
Total |
|
Designation |
CFO |
CS |
||
1 |
Gross salary |
4.24 |
4.2 |
8.44 |
(a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961 |
0 |
0 |
0 |
|
(b) Value of perquisites u/s 17(2) Income-tax Act, 1961 |
0 |
0 |
0 |
|
(c) Profits in lieu of salary under section 17(3) Income-tax Act, 1961 |
0 |
0 |
0 |
|
2 |
Stock Option |
0 |
0 |
0 |
3 |
Sweat Equity |
0 |
0 |
0 |
4 |
Commission - as % of profit others, specify |
0 |
0 |
0 |
0 |
0 |
0 |
||
0 |
0 |
0 |
||
5 |
Others - Contribution to funds |
0 |
0 |
0 |
Total |
4.24 |
4.2 |
8.44 |
VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES :
There were no Penalties, Punishment or Compounding of offences during the year ended March 31, 2019
For and on behalf of the Board |
||
Sd/- |
||
Place : Bengaluru |
RAJESH MEHTA |
PRASHANT MEHTA |
Date : May 29, 2019 |
Chairman |
Managing Director |
DIN : 00336457 |
DIN : 00336417 |
Annexure IV Form No. AOC-1
As on financial year ended on 31.03.2019
(Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2014)
Statement containing salient features of the financial statement of subsidiaries/associate companies /joint ventures
Part "A": Subsidiaries
Rs. in lakhs, except percentage of share holding and exchange rate
SI. No. |
Particulars |
Details |
1. |
Name of the subsidiary |
REL Singapore Pte Ltd |
2. |
Reporting period |
April to March |
3. |
Reporting currency and Exchange rate |
US Dollar and 69.45 |
4. |
Share capital |
47,745.25 |
5. |
Reserves & surplus |
427,728.10 |
6. |
Total assets |
1,152,632.12 |
7. |
Total Liabilities |
1,152,632.12 |
8. |
Investments |
83,340.00 |
9. |
Turnover |
17,347,622.04 |
10. |
Profit before taxation |
88,007.62 |
11. |
Provision for taxation |
3,006.71 |
12. |
Profit after taxation |
85,000.91 |
13. |
Proposed Dividend |
Nil |
14. |
% of shareholding |
100% |
Notes: The following information shall be furnished at the end of the statement:
1. Names of subsidiaries which are yet to commence operations : Nil
2. Names of subsidiaries which have been liquidated or sold during the year : Nil
For and on behalf of the Board |
||
Sd/- |
||
Place : Bengaluru |
RAJESH MEHTA |
PRASHANT MEHTA |
Date : May 29, 2019 |
Chairman |
Managing Director |
DIN : 00336457 |
DIN : 00336417 |
Annexure V Form No. AOC-2
As on financial year ended on 31.03.2019
(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 for disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arms length transactions under third proviso thereto
1. Details of contracts or arrangements or transactions not at arm''s length basis:
There were no contracts or arrangements or transactions entered in during the year ended March 31, 2019, which were not at arm''s length basis.
2. Details of material contracts or arrangement or transactions at arm''s length basis:
(a) |
Name(s) of the related party and nature of relationship: |
Valcambi S.A |
(b) |
Nature of contracts/arrangements/transactions: |
Purchase |
(c) |
Duration of the contracts / arrangements/transactions: |
N.A. |
(d) |
Salient terms of the contracts or arrangements or transactions including the value, if any: |
Purchase (403,839,834,455) |
(e) |
Justification for entering into such contracts or arrangements or transactions |
World''s largest gold-refinery supplying gold to the company for more than the last 10 years at fair prices and due to very high credibility in the international markets. |
(f) |
Date(s) of approval by the Board: |
13-08-2015 |
(g) |
Amount paid as advances, if any: |
NIL |
(h) |
Date on which the special resolution was passed in general meeting as required under first proviso to section 188: |
30-09-2015 |
For and on behalf of the Board |
||
Sd/- |
||
Place : Bengaluru |
RAJESH MEHTA |
PRASHANT MEHTA |
Date : May 29, 2019 |
Chairman |
Managing Director |
DIN : 00336457 |
DIN : 00336417 |
Mar 31, 2018
DIRECTORSâ REPORT
The Directors have great pleasure in presenting their 24th Annual Report on the business and operations of the Company, for the financial year ended 31st March 2018.
FINANCIAL RESULTS
(Rs. in Millions)
CONSOLIDATED |
STANDALONE |
|||
For the year ended 31.03.2018 |
For the year ended 31.03.2017 |
For the year ended 31.03.2018 |
For the year ended 31.03.2017 |
|
Profit before Depreciation |
14096.36 |
13675.67 |
4898.93 |
4879.05 |
Less : Depreciation |
679.92 |
646.31 |
14.92 |
18.49 |
Profit after depreciation |
13416.44 |
13029.36 |
4884.01 |
4860.56 |
Less : Provision for taxation & Deferred tax |
758.57 |
593.02 |
472.17 |
247.15 |
Profit after taxation |
12657.87 |
12436.34 |
4411.84 |
4613.41 |
Add : Balance as per last account |
35257.79 |
23485.80 |
16320.68 |
12377.27 |
Profit available for appropriation |
47915.66 |
35922.14 |
20732.52 |
16990.68 |
Less : Transfer to general reserves |
- |
670.00 |
- |
670.00 |
Less : Profit distributed to Partners |
- |
(5.65) |
- |
- |
Balance surplus transferred to Balance Sheet |
47915.66 |
35257.79 |
20732.52 |
16320.68 |
OPERATIONS
Your Directors are pleased to report that your Companyâs total income during the period under review stood at Rs. 1876861.04 million. As a result, the net profit for the year under review, after provision for depreciation and income tax was Rs. 12657.87 million compared to Rs. 12436.33 million during the previous year.
DIVIDEND
The Board of Directors are pleased to recommend the payment of dividend for the year ended 31st March 2018 @ Re. 1.00 per share (100 per cent) for all the shareholders whose names appear on the Register of Members as on the Book Closure date.
DISCLOSURE AS REQUIRED UNDER SECTION 22 OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has in place a Prevention of Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. The Policy is available on the website of the Company i.e., www.rajeshindia.com
During the year 2017-2018, no complaints were received by the Company related to sexual harassment.
BOARD MEETINGS, BOARD OF DIRECTORS, KEY MANAGERIAL PERSONNEL & COMMITTEES OF DIRECTORS Board Meeting
The Board of Directors of the Company met seven times during the financial year. The details of various
Board Meetings are provided in the Corporate Governance Report. The gap intervening between two meetings of the board is as prescribed in the Companies Act, 2013 (hereinafter âthe Actâ).
BOARD COMMITTEES
The Company has the following Committees of the Board:
1. Audit Committee
2. Nomination and Remuneration Committee
3. Stakeholders Relationship Committee
4. Corporate Social Responsibility Committee and
5. Risk Management Committee
The composition of each of the above Committees, their respective role and responsibility is as detailed in the Report of Corporate Governance.
DECLARATION BY INDEPENDENT DIRECTORS
The Company has received necessary declaration from each independent director under Section 149(7) of the Companies Act, 2013, that he /she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25 of the Listing Regulations.
BOARD EVALUATION
Pursuant to the provisions of the Act and Reg. 17(8) of the Listing Regulations, the Board has carried out an annual evaluation of its performance, the Directors individually as well as the evaluation of the working of its Audit and Nomination & Remuneration Committees.
VIGIL MECHANISM
We have established a mechanism for employees to report concerns about unethical behavior, actual or suspected fraud or violation of our code of conduct or ethics policy. The mechanism also provides for adequate safeguards against victimization of employees who avail of the mechanism and also provide for direct access to the Chairman of the Audit Committee in exceptional cases. The Policy is available on the website of the Company i.e. www.rajeshindia.com.
RELATED PARTY TRANSACTIONS
The details of the related party transactions as required under Section 134(3)(h) read with Rule 8 of the Companies (Accounts) Rules, 2014, is attached as Annexure V.
DEPOSITS
In terms of the provisions of Sections 73 of the Act read with the relevant Rules of the Act, the Company had no opening or closing balances and also has not accepted any fixed deposits during the year under review and as such, no amount of principal or interest was outstanding as on March 31, 2018.
CORPORATE GOVERNANCE
Your Company has been practicing the principles of good corporate governance. The Company is in compliance with the provisions on corporate governance specified in the Listing Regulations of BSE and NSE. A detailed report on corporate governance is available as a separate section in this Annual Report. Certificate of the Statutory Auditors regarding compliance with the conditions stipulated in Reg. 34(3) of the Listing Regulations is provided separately under this Annual Report.
AUDITORS a) STATUTORY AUDITOR
M/s P. V. Ramana Reddy & Co., Chartered Accountants, Bengaluru, were appointed as the Statutory Auditors of the company to fillup the casual vacancy caused by M/s V Sivasankar & Co., Chartered Accountants, Bengaluru. The Audit Committee and the Board of Directors have recommended the proposal to appoint M/s. P. V. Ramana Reddy & Co., Chartered Accountants, Bengaluru, as the Statutory Auditors of Company up to the conclusion of next Annual General Meeting, and to authorize the Board of Directors and Committees thereof to fix their remuneration. The company has received a certificate from the auditor to the effect that the appointment if made, would be, in accordance with limits specified in the Act and that, they meet the criteria of independence.
b) SECRETARIAL AUDITORS
Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors has appointed Mr. Deepak Sadhu, Practicing Company Secretary, for conducting Secretarial Audit of the Company for the financial year 2017-2018.
AUDITORâS REPORT AND SECRETARIAL AUDIT REPORT
The Auditors Report and Secretarial Audit Report do not contain any qualifications, reservations or adverse remarks. The Secretarial Audit Report is annexed herewith as Annexure II.
DETAILS ABOUT SUBSIDIARIES/ASSOCIATES/JOINT VENTURES
The Details on Subsidiaries/Associates/Joint Ventures is annexed herewith as Annexure IV.
CORPORATE SOCIAL RESPONSIBILITY
The Company has actively supported various initiatives in the areas of health, education and environment over the years. With the introduction of Section 135 of the Act, which came into effect during financial year 2014-15, the Company has constituted a Corporate Social Responsibility (âCSRâ) Committee. The CSR Committee decided to continue with the existing programmes and increase focus on health and education in the years ahead. The CSR Policy is available on the website of the Company i.e., www.rajeshindia.com
The Annual Report on Corporate Social Responsibility Activities is annexed herewith as Annexure VII.
Companyâs (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO CONSERVATION OF ENERGY
The Details on Conservation of energy is annexed herewith as Annexure VIII.
RESEARCH AND DEVELOPMENT AND TECHNOLOGY ABSORPTION
Your Company has the largest and one of the finest R&D units in jewellery industry. The research and development team of the Company comprises of some of the finest designers, metallurgists, chemists and senior craftsman. The Company has been instrumental in developing and introducing several widely acclaimed jewellery designs. The Company has also developed several new systems, procedures and techniques in jewellery manufacturing.
The company continues to adopt and use the latest technologies to improve the productivity and quality of its services and products.
FOREIGN EXCHANGE EARNINGS AND OUTGO (Rs. in lakhs)
Particulars |
2017-18 |
2016-17 |
Foreign Exchange Earnings |
2,836,631.35 |
4,187,894.81 |
Foreign Exchange Outgo |
3,233,762.68 |
4,403,962.36 |
PARTICULARS OF EMPLOYEES
During the year under review, there were no employees who were drawing remuneration in excess of Rs. 60 Lakhs per annum or Rs. 5 lakhs per month, if employed for a part of the year.
DIRECTORSâ RESPONSIBILITY STATEMENT
Pursuant to the requirement under section 134 of the Companies Act 2013, with respect to Directors responsibility statement, it is hereby confirmed:
1. That for the compilation of the annual accounts for the financial year ended 31.03.2018, the applicable accounting standards have been followed along with proper explanation relating to the material departures.
2. That 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 at the end of the financial year under review and of the profit of the Company for that period.
3. That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.
4. That the Directors have compiled the accounts for the financial year ended 31.03.2018 on a âgoing concernâ basis.
5. Proper internal financial controls were followed by the Company and such internal financial controls are adequate and were operating effectively;
6. Proper systems are devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
OTHERS
There are no material changes and commitments made between balance sheet date and date of directors Report.
INSIDER TRADING REGULATIONS
Based on the requirements under SEBI (Prohibition of Insider Trading) Regulations, 2016, as amended from time to time, the code of conduct for prevention of insider trading and the code for corporate disclosures (âCodeâ), as approved by the Board from time to time, are in force at the Company. The objective of this Code is to protect the interest of shareholders at large, to prevent misuse of any price sensitive information and to prevent any insider trading activity by dealing in shares of the Company by its Directors, designated employees and other employees. The Company also adopts the concept of Trading Window Closure, to prevent its Directors, Officers, designated employees and other employees from trading in the securities of Rajesh Exports Limited at the time when there is unpublished price sensitive information. No other material changes and commitments affecting the financial position of the Company have occurred between April 1, 2018 and the date of signing of this Report. The Policy is available on the website of the Company
i.e., www.rajeshindia.com
INTERNAL CONTROL SYSTEMS AND ADEQUACY OF INTERNAL FINANCIAL CONTROLS
The Company has a proper and adequate system of internal controls. This ensures that all transactions are authorized, recorded and reported correctly, and assets are safeguarded and protected against loss from unauthorized use or disposition. In addition there are operational controls and fraud risk controls, covering the entire spectrum of internal financial controls.
An extensive programme of internal audits and management reviews supplements the process of internal financial control framework. Properly documented policies, guidelines and procedures are laid down for this purpose. The internal financial control framework has been designed to ensure that the financial and other records are reliable for preparing financial and other statements and for maintaining accountability of assets. In addition, the Company has identified and documented the risks and controls for each process that has a relationship to the financial operations and reporting.
The Company also has an Audit Committee to interact with the Statutory Auditors, Internal Auditors and Management in dealing with matters within its terms of reference. This Committee mainly deals with accounting matters, financial reporting and internal controls.
AUDIT COMMITTEE RECOMMENDATIONS
During the year all the recommendations of the Audit Committee were accepted by the Board. The Composition of the Audit Committee is as described in the Corporate Governance Report.
EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in Form MGT 9 is annexed herewith as Annexure III.
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS U/S 186
The details of the investments made by the Company are in Note No. 3 of the audited financial statements.
The Company has not made any loans to any persons within the meaning of Section 186 and has also not given any guarantees within the meaning of that section.
RISK MANAGEMENT POLICY
The Company has a robust Enterprise Risk Management (ERM) framework to identify, evaluate business risks and opportunities. This framework seeks to create transparency, minimize adverse impact on the business objectives and enhance the Companyâs competitive advantage. The business risk framework defines the risk management approach across the enterprise at various levels including documentation and reporting. The framework has different risk models which help in identifying risk trends, exposure and potential impact analysis at a Company level as also separately for business segments. The Company has identified various risks and also has mitigation plans for each risk identified. The Policy is available on the website of the Company i.e., www.rajeshindia.com
CODE OF CONDUCT
Your Company has laid down a Code of Conduct (âCodeâ) for all the Board Members and Senior Management Personnel of the Company. The Code is available on the website of the Company i.e., www.rajeshindia. com. All Directors and Senior Management Personnel of the Company have affirmed compliance with the Companyâs Code of Conduct for the financial year ended March 31, 2018. A declaration signed by the Chief Executive Officer (CEO) to this effect is attached in the Annual Report.
LISTING FEES
The shares of the Company continue to be listed at the National Stock Exchange of India Ltd, Mumbai, and the Bombay Stock Exchange Ltd, Mumbai. The annual listing fees for National Stock Exchange of India Ltd. and Bombay Stock Exchange Ltd. have been paid.
ACKNOWLEDGEMENTS
Your directors specially wish to place on record, their sincere appreciation to the employees of the Company for their dedication and hard work, which have resulted in overwhelming success of the Company during the year under report. Your directors place on record their gratitude to Canara Bank, Bank of India and IDBI Bank for their continued support. Your Directors also thank all the Shareholders, Consultants, Customers, Vendors, Service providers, Government & Statutory authorities for their continued support in successful running of companyâs business and its continued progress.
For and on behalf of the Board
Sd/-
Place : Bengaluru RAJESH MEHTA
Date : May 30, 2018 Chairman
Mar 31, 2017
The Directors have great pleasure in presenting their 23rd Annual Report on the business and operations of the Company, for the financial year ended 31st March 2017.
FINANCIAL RESULTS
(Rs. in Millions) |
(Rs. in Millions) |
||
For the year ended |
For the year ended |
||
31.03.2017 |
31.03.2016 |
||
Profit before Depreciation |
13675.67 |
11911.27 |
|
Less |
: Depreciation |
646.31 |
790.07 |
Profit after depreciation |
13029.36 |
11121.20 |
|
Less |
: Provision for taxation |
593.02 |
431.17 |
Profit after taxation |
12436.34 |
10690.03 |
|
Add |
: Balance as per last account |
23485.80 |
13861.88 |
Profit available for appropriation |
35922.14 |
24551.91 |
|
Less |
: Transfer to general reserves |
670.00 |
670.00 |
Less |
: Proposed dividend including tax on Dividend |
- |
355.38 |
Less |
: Profit distributed to Partners |
(5.65) |
40.73 |
Balance surplus transferred to Balance Sheet |
35257.79 |
23485.80 |
OPERATIONS
Your Directors are pleased to report that your Companyâs total income during the period under review stood at a record all time high of Rs. 2421791 million compared to that of Rs. 1652205 million during the previous year. As a result, the net profit for the year under review, after provision for depreciation and income tax was Rs. 12436 million compared to Rs. 10690 million during the previous year. The Company has transferred an amount of Rs. 670 million to the general reserves. As a result, the total reserve of the Company has moved up to Rs. 58546.00 million.
DIVIDEND
The Board of Directors are pleased to recommend the payment of dividend for the year ended 31st March 2017 @ Re.1.10 paise per share (110 per cent) for all the shareholders whose names appear on the Register of Members as on the Book Closure date.
DISCLOSURE AS REQUIRED UNDER SECTION 22 OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has in place a Prevention of Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. The Policy is available on the website of the Company i.e., www.rajeshindia.com
During the year 2016-2017, no complaints were received by the Company related to sexual harassment.
BOARD MEETINGS, BOARD OF DIRECTORS, KEY MANAGERIAL PERSONNEL & COMMITTEES OF DIRECTORS
Board Meeting
The Board of Directors of the Company met eight times during the financial year. The details of various
Board Meetings are provided in the Corporate Governance Report. The gap intervening between two meetings of the board is as prescribed in the Companies Act, 2013 (hereinafter âthe Actâ).
BOARD COMMITTEES
The Company has the following Committees of the Board:
1. Audit Committee
2. Nomination and Remuneration Committee
3. Stakeholders Relationship Committee
4. Corporate Social Responsibility Committee and
5. Risk Management Committee
The composition of each of the above Committees, their respective role and responsibility is as detailed in the Report of Corporate Governance.
DECLARATION BY INDEPENDENT DIRECTORS
The Company has received necessary declaration from each independent director under Section 149(7) of the Companies Act, 2013, that he /she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25 of the Listing Regulations.
BOARD EVALUATION
Pursuant to the provisions of the Act and Reg. 17(8) of the Listing Regulations, the Board has carried out an annual evaluation of its performance, the Directors individually as well as the evaluation of the working of its Audit and Nomination & Remuneration Committees.
VIGIL MECHANISM
We have established a mechanism for employees to report concerns about unethical behavior, actual or suspected fraud or violation of our code of conduct or ethics policy. The mechanism also provides for adequate safeguards against victimization of employees who avail of the mechanism and also provide for direct access to the Chairman of the Audit Committee in exceptional cases. The Policy is available on the website of the Company i.e. www.rajeshindia.com.
RELATED PARTY TRANSACTIONS
The details of the related party transactions as required under Section 134(3)(h) read with Rule 8 of the Companies (Accounts) Rules, 2014, is attached as Annexure IV.
DEPOSITS
In terms of the provisions of Sections 73 of the Act read with the relevant Rules of the Act, the Company had no opening or closing balances and also has not accepted any fixed deposits during the year under review and as such, no amount of principal or interest was outstanding as on March 31, 2017.
CORPORATE GOVERNANCE
Your Company has been practicing the principles of good corporate governance. The Company is in compliance with the provisions on corporate governance specified in the Listing Regulations of BSE and NSE. A detailed report on corporate governance is available as a separate section in this Annual Report. Certificate of the Statutory Auditors regarding compliance with the conditions stipulated in Reg. 34(3) of the Listing Regulations is provided separately under this Annual Report.
AUDITORS a) STATUTORY AUDITOR
The Audit Committee and the Board of Directors have recommended the proposal to re-appoint M/s V Sivasankar & Co., Chartered Accountants, Bangalore, as Statutory Auditors of Company up to the conclusion of next Annual General Meeting, and to authorize the Board of Directors and Committees thereof to fix their remuneration. The company has received a certificate from the auditor to the effect of ratification of appointment that, if made, would be, in accordance with limits specified in the Act and that, they meet the criteria of independence. The proposal of their ratification is included in the ensuing Annual General Meeting.
b) SECRETARIAL AUDITORS
Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors has appointed Mr. Deepak Sadhu, Practicing Company Secretary, for conducting Secretarial Audit of the Company for the financial year 2016-2017.
AUDITORâS REPORT AND SECRETARIAL AUDIT REPORT
The Auditors Report and Secretarial Audit Report do not contain any qualifications, reservations or adverse remarks. The Secretarial Audit Report is annexed herewith as Annexure I.
DETAILS ABOUT SUBSIDIARIES/ASSOCIATES/JOINT VENTURES
The Details on Subsidiaries/Associates/Joint Ventures is annexed herewith as Annexure III.
CORPORATE SOCIAL RESPONSIBILITY
The Company has actively supported various initiatives in the areas of health, education and environment over the years. With the introduction of Section 135 of the Act, which came into effect during financial year 2014-15, the Company has constituted a Corporate Social Responsibility (âCSRâ) Committee. The CSR Committee decided to continue with the existing programmes and increase focus on health and education in the years ahead. The CSR Policy is available on the website of the Company i.e., www.rajeshindia.com
The Annual Report on Corporate Social Responsibility Activities is annexed herewith as Annexure VI.
Companyâs (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO CONSERVATION OF ENERGY
The Details on Conservation of energy is annexed herewith as Annexure VII.
RESEARCH AND DEVELOPMENT AND TECHNOLOGY ABSORPTION
Your Company has the largest and one of the finest R&D units in jewellery industry. The research and development team of the Company comprises of some of the finest designers, metallurgists, chemists and senior craftsman. The Company has been instrumental in developing and introducing several widely acclaimed jewellery designs. The Company has also developed several new systems, procedures and techniques in jewellery manufacturing..
The company continues to adopt and use the latest technologies to improve the productivity and quality of its services and products.
FOREIGN EXCHANGE EARNINGS AND OUTGO
Particulars |
2016-17 |
2015-16 |
Foreign Exchange Earnings |
418,789,481,079 |
368,522,128,089 |
Foreign Exchange Outgo |
440,396,236,456 |
374,649,363,018 |
PARTICULARS OF EMPLOYEES
During the year under review, there were no employees who were drawing remuneration in excess of Rs. 60 Lakhs per annum or Rs. 5 lakhs per month, if employed for a part of the year.
DIRECTORSâ RESPONSIBILITY STATEMENT
Pursuant to the requirement under section 134 of the Companies Act 2013, with respect to Directors responsibility statement, it is hereby confirmed:
1. That for the compilation of the annual accounts for the financial year ended 31.03.2017, the applicable accounting standards have been followed along with proper explanation relating to the material departures.
2. That 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 at the end of the financial year under review and of the profit of the Company for that period.
3. That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.
4. That the Directors have compiled the accounts for the financial year ended 31.03.2017 on a âgoing concernâ basis.
5. Proper internal financial controls were followed by the Company and such internal financial controls are adequate and were operating effectively;
6. Proper systems are devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
OTHERS
There are no material changes and commitments made between balance sheet date and date of directors Report. INSIDER TRADING REGULATIONS
Based on the requirements under SEBI (Prohibition of Insider Trading) Regulations, 2016, as amended from time to time, the code of conduct for prevention of insider trading and the code for corporate disclosures (âCodeâ), as approved by the Board from time to time, are in force at the Company. The objective of this Code is to protect the interest of shareholders at large, to prevent misuse of any price sensitive information and to prevent any insider trading activity by dealing in shares of the Company by its Directors, designated employees and other employees. The Company also adopts the concept of Trading Window Closure, to prevent its Directors, Officers, designated employees and other employees from trading in the securities of Rajesh Exports Limited at the time when there is unpublished price sensitive information. No other material changes and commitments affecting the financial position of the Company have occurred between April 1, 2017 and the date of signing of this Report. The Policy is available on the website of the Company
i.e., www.rajeshindia.com
INTERNAL CONTROL SYSTEMS AND ADEQUACY OF INTERNAL FINANCIAL CONTROLS
The Company has a proper and adequate system of internal controls. This ensures that all transactions are authorised, recorded and reported correctly, and assets are safeguarded and protected against loss from unauthorized use or disposition. In addition there are operational controls and fraud risk controls, covering the entire spectrum of internal financial controls.
An extensive programme of internal audits and management reviews supplements the process of internal financial control framework. Properly documented policies, guidelines and procedures are laid down for this purpose. The internal financial control framework has been designed to ensure that the financial and other records are reliable for preparing financial and other statements and for maintaining accountability of assets. In addition, the Company has identified and documented the risks and controls for each process that has a relationship to the financial operations and reporting.
The Company also has an Audit Committee to interact with the Statutory Auditors, Internal Auditors and Management in dealing with matters within its terms of reference. This Committee mainly deals with accounting matters, financial reporting and internal controls.
AUDIT COMMITTEE RECOMMENDATIONS
During the year all the recommendations of the Audit Committee were accepted by the Board. The Composition of the Audit Committee is as described in the Corporate Governance Report.
EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in Form MGT 9 is annexed herewith as Annexure II.
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS U/S 186
The details of the investments made by the Company are in Note No. 10 of the audited financial statements.
The Company has not made any loans to any persons within the meaning of Section 186 and has also not given any guarantees within the meaning of that section.
RISK MANAGEMENT POLICY
The Company has a robust Enterprise Risk Management (ERM) framework to identify, evaluate business risks and opportunities. This framework seeks to create transparency, minimize adverse impact on the business objectives and enhance the Companyâs competitive advantage. The business risk framework defines the risk management approach across the enterprise at various levels including documentation and reporting. The framework has different risk models which help in identifying risks trend, exposure and potential impact analysis at a Company level as also separately for business segments. The Company has identified various risks and also has mitigation plans for each risk identified. The Policy is available on the website of the Company i.e., www.rajeshindia.com
CODE OF CONDUCT
Your Company has laid down a Code of Conduct (âCodeâ) for all the Board Members and Senior Management Personnel of the Company. The Code is available on the website of the Company i.e., www.rajeshindia. com. All Directors and Senior Management Personnel of the Company have affirmed compliance with the Companyâs Code of Conduct for the financial year ended March 31, 2017. A declaration signed by the Chief Executive Officer (CEO) to this effect is attached in the Annual Report.
LISTING FEES
The shares of the Company continue to be listed at the National Stock Exchange of India Ltd, Mumbai, and the Bombay Stock Exchange Ltd, Mumbai. The annual listing fees for National Stock Exchange of India Ltd. and Bombay Stock Exchange Ltd. have been paid.
ACKNOWLEDGEMENTS
Your directors specially wish to place on record, their sincere appreciation to the employees of the Company for their dedication and hard work, which has resulted in overwhelming success of the Company during the year under report. Your directors place on record their gratitude to Canara Bank, Bank of India and IDBI Bank for their continued support. Your Directors also thank all the Shareholders, Consultants, Customers, Vendors, Service providers, Government & Statutory authorities for their continued support in successful running of companyâs business and its continued progress.
For and on behalf of the Board
Sd/-
Place : Bangalore RAJESH MEHTA
Date : May 26, 2017 Chairman
Mar 31, 2015
Dear Members,
The Directors have great pleasure in presenting their 21st Annual
Report on the business and operations of the Company, for the financial
year ended 31st March 2015.
FINANCIAL RESULTS (Rs. in Millions) (Rs. in Millions)
For the year For the year
ended ended
31.03.2015 31.03.2014
Profit Before Depreciation 7882.89 4201.47
Less : Depreciation 622.23 164.13
Profit after depreciation 7260.66 4037.34
Less : Provision for 711.56 462.83
taxation
Profit after taxation 6549.10 3574.51
Add : Balance as per 8340.36 5731.11
ast account
Add : Profit from Associate 41.98 5.35
Profit available for 14931.44 9310.97
appropriation
Less : Transfer to 670.00 670.00
general reserves
Less : Proposed dividend 355.37 295.25
including tax on Dividend
Less : Profit distributed 44.19 5.36
to Partners
Balance surplus transferred 13861.88 8340.36
to Balance Sheet
OPERATIONS
Your Directors are pleased to report that your Company's total income
during the period under review stood at a record all time high of Rs.
504629 million compared to that of Rs. 291972 million during the
previous year. As a result, the net profit for the year under review,
after provision for depreciation and income tax was Rs. 6549 million
compared to Rs. 3574.50 million during the previous year. The Company
has transferred an amount of Rs. 670 million to the general reserves.
As a result, the total reserve of the Company has moved up to Rs.
33616.43 million.
DIVIDEND
The Board of Directors are pleased to recommend the payment of dividend
for the year ended 31st March 2015 @ Re 1 per share or 100 per cent for
all the shareholders whose names appear on the Register of Members as
on the Book Closure date.
DISCLOSURE AS REQUIRED UNDER SECTION 22 OF SEXUAL HARASSMENT OF WOMEN
AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has in place a Prevention of Sexual Harassment policy in
line with the requirements of the Sexual Harassment of Women at the
Workplace (Prevention, Prohibition and Redressal) Act, 2013. An
Internal Complaints Committee has been set up to redress complaints
received regarding sexual harassment. All employees (permanent,
contractual, temporary, trainees) are covered under this policy. The
Policy is available on the website of the Company i.e.,
www.rajeshindia.com
During the year 2014-2015, no complaints were received by the Company
related to sexual harassment.
BOARD MEETINGS, BOARD OF DIRECTORS, KEY MANAGERIAL PERSONNEL &
COMMITTEES OF DIRECTORS
Board Meeting
The Board of Directors of the Company met seven times during the
financial year. The details of various Board Meetings are provided in
the Corporate Governance Report. The gap intervening between two
meetings of the board is as prescribed in the Companies Act, 2013
(hereinafter "the Act").
APPOINTMENT
With effect from March 31, 2015, Ms. Vijaya Lakhsmi has been appointed
as a Non-Executive & Independent Director.
BOARD COMMITTEES
The Company has the following Committees of the Board:
1. Audit Committee
2. Nomination and Remuneration Committee
3. Stakeholders Relationship Committee
4. Corporate Social Responsibility Committee and
5. Risk Management Committee
The composition of each of the above Committees, their respective role
and responsibility is as detailed in the Report of Corporate
Governance.
BOARD EVALUATION
Pursuant to the provisions of the Act and Clause 49 of the Listing
Agreement, the Board has carried out an annual evaluation of its
performance, the Directors individually as well as the evaluation of
the working of its Audit and Nomination & Remuneration Committees.
VIGIL MECHANISM
We have established a mechanism for employees to report concerns about
unethical behavior, actual or suspected fraud or violation of our code
of conduct or ethics policy. The mechanism also provides for adequate
safeguards against victimization of employees who avail of the
mechanism and also provide for direct access to the chairman of the
Audit Committee in exceptional cases. The Policy is available on the
website of the Company i.e., www.rajeshindia.com
RELATED PARTY TRANSACTIONS
The details of the related party transactions as required under Section
134(3)(h) read with Rule 8 of the Companies (Accounts) Rules, 2014, is
attached as Annexure IV.
DEPOSITS
In terms of the provisions of Sections 73 of the Act read with the
relevant Rules of the Act, the Company had no opening or closing
balances and also has not accepted any fixed deposits during the year
under review and as such, no amount of principal or interest was
outstanding as on March 31, 2015.
CORPORATE GOVERNANCE
Your Company has been practicing the principles of good corporate
governance. The Company is in compliance with the provisions on
corporate governance specified in the Listing Agreement with BSE and
NSE. A detailed report on corporate governance is available as a
separate section in this annual report. Certificate of the Statutory
Auditors regarding compliance with the conditions stipulated in Clause
49 of the Listing Agreement is provided separately under this Annual
Report.
AUDITORS
M/s V Siva Sankar & Co, Chartered Accountants, Bangalore, retire at the
ensuing Annual General Meeting and are eligible for reappointment. They
have confirmed that their reappointment as auditors of the Company, if
made, would be in accordance with the limits specified under section
139 of the Companies Act, 2013.
SECRETARIAL AUDITORS
Pursuant to the provisions of Section 204 of the Act and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the
Board of Directors has appointed Ms. Priyanka Agarwal, Practicing
Company Secretary for conducting secretarial audit of the Company for
the financial year 2014-2015.
The Secretarial Audit Report is annexed herewith as Annexure I. The
Secretarial Audit report does not contain any qualification,
reservation or adverse remark.
DETAILS ABOUT SUBSIDIARIES/ASSOCIATES/JOINT VENTURES
The Details on Subsidiaries/Associates/Joint Ventures is annexed
herewith as Annexure III.
CORPORATE SOCIAL RESPONSIBILITY
The Company has actively supported various initiatives in the areas of
health, education and environment over the years. With the introduction
of Section 135 of the Act, which came into effect during this financial
year, the Company has constituted a Corporate Social Responsibility
("CSR") Committee. The CSR Committee decided to continue with the
existing programmes and increase focus on health and education in the
years ahead. The CSR Policy is available on the website of the Company
i.e., www.rajeshindia.com
The Annual Report on Corporate Social Responsibility Activities is
annexed herewith as Annexure VI. Company's (Disclosure of Particulars
in the Report of Board of Directors) Rules, 1988 RESEARCH AND
DEVELOPMENT AND TECHNOLOGY ABSORPTION
Your Company has the largest and one of the finest R&D units in
jewellery industry. The research and development team of the Company
comprise of some of the finest designers, metallurgists, chemists and
senior craftsman. The Company has been instrumental in developing and
introducing several widely acclaimed jewellery designs. The Company has
also developed several new systems, procedures and techniques in
jewellery manufacturing.
FOREIGN EXCHANGE EARNINGS AND OUTGO
Particulars 2014-15 2013-14
Foreign Exchange Earnings 203,549,179,813 191,689,593,182
Foreign Exchange Outgo 355,438,692,540 219,600,198,016
PARTICULARS OF EMPLOYEES
During the year under review, there were no employees who were drawing
remuneration in excess of Rs. 60 Lakhs per annum or Rs. 5 lakhs per
month, if employed for a part of the year.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirement under section 134 of the Companies Act
2013, with respect to Directors responsibility statement, it is hereby
confirmed:
1. That for the compilation of the annual accounts for the financial
year ended 31.03.2015, the applicable accounting standards have been
followed along with proper explanation relating to the material
departures.
2. That 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 at the end of the financial year under review
and of the profit of the Company for that period.
3. That the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Act, for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities.
4. That the Directors have compiled the accounts for the financial year
ended 31.03.2015 on a "going concern" basis.
5. Proper internal financial controls were followed by the Company and
such internal financial controls are adequate and were operating
effectively;
6. Proper systems are devised to ensure compliance with the provisions
of all applicable laws and that such systems were adequate and
operating effectively.
INSIDER TRADING REGULATIONS
Based on the requirements under SEBI (Prohibition of Insider Trading)
Regulations, 1992, as amended from time to time, the code of conduct
for prevention of insider trading and the code for corporate
disclosures ("Code"), as approved by the Board from time to time, are
in force at the Company. The objective of this Code is to protect the
interest of shareholders at large, to prevent misuse of any price
sensitive information and to prevent any insider trading activity by
dealing in shares of the Company by its Directors, designated employees
and other employees. The Company also adopts the concept of Trading
Window Closure, to prevent its Directors, Officers, designated
employees and other employees from trading in the securities of Rajesh
Exports Limited at the time when there is unpublished price sensitive
information.
No other material changes and commitments affecting the financial
position of the Company has occurred between April 1, 2015 and the date
of signing of this Report. The Policy is available on the website of
the Company i.e., www.rajeshindia.com
INTERNAL CONTROL SYSTEMS AND ADEQUACY OF INTERNAL FINANCIAL CONTROLS
The Company has a proper and adequate system of internal controls. This
ensures that all transactions are authorised, recorded and reported
correctly, and assets are safeguarded and protected against loss from
unauthorized use or disposition. In addition there are operational
controls and fraud risk controls, covering the entire spectrum of
internal financial controls.
An extensive programme of internal audits and management reviews
supplements the process of internal financial control framework.
Properly documented policies, guidelines and procedures are laid down
for this purpose. The internal financial control framework has been
designed to ensure that the financial and other records are reliable
for preparing financial and other statements and for maintaining
accountability of assets. In addition, the Company has identified and
documented the risks and controls for each process that has a
relationship to the financial operations and reporting.
The Company also has an Audit Committee to interact with the Statutory
Auditors, Internal Auditors and Management in dealing with matters
within its terms of reference. This Committee mainly deals with
accounting matters, financial reporting and internal controls.
AUDIT COMMITTEE RECOMMENDATIONS
During the year all the recommendations of the Audit Committee were
accepted by the Board. The Composition of the Audit Committee is as
described in the Corporate Governance Report.
EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in Form
MGT 9 is annexed herewith as Annexure II.
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS U/S 186
The details of the investments made by the Company are in Note No. 10
of the audited financial statements. The Company has not made any
loans to any persons within the meaning of Section 186 and has also not
given any guarantees within the meaning of that section.
RISK MANAGEMENT POLICY
The Company has a robust Enterprise Risk Management (ERM) framework to
identify, evaluate business risks and opportunities. This framework
seeks to create transparency, minimize adverse impact on the business
objectives and enhance the Company's competitive advantage. The
business risk framework defines the risk management approach across the
enterprise at various levels including documentation and reporting. The
framework has different risk models which help in identifying risks
trend, exposure and potential impact analysis at a Company level as
also separately for business segments. The Company has identified
various risks and also has mitigation plans for each risk identified.
The Policy is available on the website of the Company i.e.,
www.rajeshindia.com
CODE OF CONDUCT
Your Company has laid down a Code of Conduct ("Code") for all the Board
Members and Senior Management Personnel of the Company. The Code is
available on the website of the Company i.e., www.rajeshindia. com.
All Directors and Senior Management Personnel of the Company have
affirmed compliance with the Company's Code of Conduct for the
financial year ended March 31, 2015. A declaration signed by the Chief
Executive Officer (CEO) to this effect is attached in the Annual
Report.
LISTING FEES
The shares of the Company continue to be listed at the National Stock
Exchange of India Ltd, Mumbai, and the Bombay Stock Exchange Ltd,
Mumbai. The annual listing fees for National Stock Exchange of India
Ltd. and Bombay Stock Exchange Ltd. have been paid.
ACKNOWLEDGEMENTS
Your directors specially wish to place on record, their sincere
appreciation to the employees of the Company for their dedication and
hard work, which have resulted in overwhelming success of the Company
during the year under report. Your directors place on record their
gratitude to Canara Bank, State Bank of Hyderabad, Bank of India and
IDBI Bank for their continued support. Your Directors also thank all
the Shareholders, Consultants, Customers, Vendors, Service providers,
Government & Statutory authorities for their continued support in
successful running of company's business and its continued progress.
For and on behalf of the Board
Sd/-
Place : Bangalore RAJESH MEHTA
Date : May 28, 2015 Chairman
Mar 31, 2014
Dear Members,
The Directors have great pleasure in presenting their 20th Annual
Report on the business and operations of the Company, for the financial
year ended 31st March 2014.
FINANCIAL RESULTS
(Rs. in Millions) (Rs. in Millions)
For the year ended For the year ended
31.03.2014 31.03.2013
Profit Before Depreciation 4209.61 4916.76
Less : Depreciation 164.13 20.61
Profit after depreciation 4045.48 4896.15
Less : Provision for taxation 462.83 370.12
Profit after taxation 3582.65 4526.03
Less : Share From Subsidiary
already accounted 8.148 -
Net Profit 3574.50 -
Add : Balance as per
last account 5731.11 2170.34
Profit available for
appropriation 9305.61 6696.37
Less : Transfer to general
reserves 670.00 670.00
Less : Proposed dividend
including tax on Dividend 295.25 295.26
Balance surplus transferred
to Balance Sheet 8340.36 5731.11
OPERATIONS
Your Directors are pleased to report that your CompanyÂs total income
during the period under review stood at Rs. 291979.23 million compared
to that of Rs. 312286.46 million during the previous year. As a result,
the net profit for the year under review, after provision for
depreciation and income tax was Rs. 3574.50 million compared to Rs.
4526.03 million during the previous year. The Company has transferred
an amount of Rs. 670 million to the general reserves. As a result, the
total reserve of the Company has moved up to Rs. 27424.91 million
DIVIDEND
Your Directors have recommended a dividend of 100 % for the year ended
31.03.2014.
AUDITORS
M/s V Siva Sankar & Co, Chartered Accountants, Bangalore, retire at the
ensuing Annual General Meeting and are eligible for reappointment. They
have confirmed that their reappointment as auditors of the Company, if
made, would be in accordance with the limits specified under section
224 (1B) of the Companies Act, 1956. COMPANYÂS DISCLOSURE OF
PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS RULES, 1988
Research And Development And Technology Absorption
Your Company has the largest and one of the finest R&D units in
jewellery industry. The research and development team of the Company
comprise of some of the finest designers, metallurgists, chemists and
senior craftsman. The Company has been instrumental in developing and
introducing several widely acclaimed jewellery designs. The Company has
also developed several new systems, procedures and techniques in
jewellery manufacturing.
Foreign Exchange Earnings
During the year the Company has reported foreign exchange earnings of
Rs. 191884.92 Million (Previous year: Rs. 246842.40 Million). The
foreign exchange outgo on account of import of raw materials amounted
to Rs. 218855.66 Million (Previous year: Rs. 307817.54 Million).
Particulars Of Employees
During the year under review, there were no employees who were drawing
remuneration in excess of Rs. 60 Lakhs per annum or Rs. 5 lakhs per
month, if employed for a part of the year.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the requirement under section 217 (2AA) of the Companies
Act 1956, with respect to Directors responsibility statement, it is
hereby confirmed:
1. That for the compilation of the annual accounts for the financial
year ended 31.03.2014, the applicable accounting standards have been
followed along with proper explanation relating to the material
departures.
2. That 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 at the end of the financial year under review
and of the profit of the Company for that period.
3. That the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Act, for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities.
4. That the Directors have compiled the accounts for the financial year
ended 31.03.2014 on a "going concern" basis.
LISTING
The shares of the Company continue to be listed at the National Stock
Exchange of India Ltd, Mumbai, and the Bombay Stock Exchange Ltd,
Mumbai. The annual listing fees for National Stock Exchange of India
Ltd. and Bombay Stock Exchange Ltd. have been paid.
ACKNOWLEDGEMENTS
Your directors specially wish to place on record, their sincere
appreciation to the employees of the Company for their dedication and
hard work, which have resulted in overwhelming success of the Company
during the year under report. Your directors place on record their
gratitude to Canara Bank, State Bank of Hyderabad, Bank of India and
IDBI Bank for their continued support. Your Directors also thank all
the Shareholders, Consultants, Customers, Vendors, Service providers,
Government & Statutory authorities for their continued support in
successful running of companyÂs business and its continued progress.
For and on behalf of the Board
Sd/-
Place : Bangalore RAJESH MEHTA
Date : 30-5-2014 Chairman
Mar 31, 2013
The Directors have great pleasure in presenting their 19th Annual
Report on the business and operations of the Company, for the financial
year ended 31st March 2013.
FINANCIAL RESULTS
(Rs. in Millions) (Rs. in Millions)
For the year
ended For the year
ended
31.03.2013 31.03.2012
Profit Before Depreciation 4916.76 4339.48
Less : Depreciation 20.61 20.66
Profit after depreciation 4896.15 4318.82
Less : Provision for taxation 370.12 194.52
Deferred taxation for the year
Profit after taxation 4526.03 4124.30
Add : Balance as per last account 2170.34 321.01
Profit available for appropriation 6696.37 4445.31
Less : Transfer to general reserves 670.00 2097.81
Less : Proposed dividend including
tax on Dividend 295.26 177.16
Balance surplus transferred to
Balance Sheet 5731.11 2170.34
OPERATIONS
Your Directors are pleased to report that your Company''s total income
during the period under review stood at a record all time high of Rs.
312286.46 million compared to that of Rs. 258503.30 million during the
previous year. As a result, the net profit for the year under review,
after provision for depreciation and income tax was Rs. 4896.15 million
compared to Rs. 4318.82 million during the previous year. The Company
has transferred an amount of Rs. 670.00 million to the general
reserves. As a result, the total reserve of the Company has moved up to
Rs. 23850.41 million.
DIVIDEND
Your Directors have recommended a dividend of 100 % for the year ended
31.03.2013.
AUDITORS
M/s V Siva Sankar & Co, Chartered Accountants, Bangalore, retire at the
ensuing Annual General Meeting and are eligible for reappointment. They
have confirmed that their reappointment as auditors of the Company, if
made, would be in accordance with the limits specified under section
224 (IB) of the Companies Act, 1956.
COMPANY''S DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF
DIRECTORS RULES, 1988
Research And Development And Technology Absorption
Your Company has the largest and one of the finest R&D units in
jewellery industry. The research and development team of the Company
comprise of some of the finest designers, metallurgists, chemists and
senior craftsman. The Company has been instrumental in developing and
introducing several widely acclaimed jewellery designs. The Company has
also developed several new systems, procedures and techniques in
jewellery manufacturing.
Foreign Exchange Earnings
During the year the Company has reported foreign exchange earnings of
Rs. 246842.40 Million (Previous year: Rs. 231314.06 Million). The
foreign exchange outgo on account of import of raw materials amounted
to Rs. 307817.54 Million (Previous year: Rs. 249108.18 Million).
Particulars Of Employees
During the year under review, there were no employees who were drawing
remuneration in excess of Rs. 60 Lakhs per annum or Rs. 5 lakhs per
month, if employed for a part of the year.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the requirement under section 217 (2AA) of the Companies
Act 1956, with respect to Directors responsibility statement, it is
hereby confirmed:
1. That for the compilation of the annual accounts for the financial
year ended 31.03.2013, the applicable accounting standards have been
followed along with proper explanation relating to material departures.
2. That 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 at the end of the financial year under review
and of the profit of the Company for that period.
3. That the Directors have taken proper and sufficient care for
maintenance of adequate accounting records in accordance with the
provisions of the Act, for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities.
4. That the Directors have compiled the accounts for the financial
year ended 31.03.2013 on a "going concern" basis.
LISTING
The shares of the Company continue to be listed at the National Stock
Exchange of India Ltd, Mumbai, and the Bombay Stock Exchange Ltd,
Mumbai. The annual listing fees for National Stock Exchange of India
Ltd. and Bombay Stock Exchange Ltd. have been paid.
ACKNOWLEDGEMENTS
Your directors specially wish to place on record, their sincere
appreciation to the employees of the Company for their dedication and
hard work, which have resulted in overwhelming success of the Company
during the year under report. Your directors place on record their
gratitude to Canara Bank, State Bank of Hyderabad, Bank of India and
IDBI Bank for their continued support. Your Directors also thank all
the Shareholders, Consultants, Customers, Vendors, Service providers,
Government & Statutory authorities for their continued support in
successful running of company''s business and its continued progress.
For and on behalf of the Board
Place : Bangalore RAJESH MEHTA
Date : 30-5-2013 Chairman
Mar 31, 2012
The Directors have great pleasure in presenting their 18th Annual
Report on the business and operations of the Company, for the financial
year ended 31st March 2012.
FINANCIAL RESULTS
(Rs. in Millions) (Rs. in Millions)
For the year ended For the year ended
31.03.2012 31.03.2011
Profit Before Depreciation 4339.48 2707.6
Less : Depreciation 20.66 19.6
Profit after depreciation 4318.82 2688.0
Less : Provision
for taxation 194.52 208.1
Profit after taxation 4124.30 2479.9
Add : Balance as
per last account 321.10 1067.7
Profit available for
appropriation 4445.40 3547.6
Less : Transfer to
general reserves 2097.81 3000.0
Less : Proposed dividend
including tax on Dividend 205.89 226.5
Balance surplus
transferred to Balance Sheet 2141.59 321.1
OPERATIONS
Your Directors are pleased to report that your Company's total income
during the period under review stood at a record all time high of Rs.
258503.30 million compared to that of Rs. 206228.63 million during the
previous year. The net Profit for the year under review, after provision
for depreciation and income tax was Rs. 4124.30 million compared to Rs.
2479.9 million during the previous year. The Company has transferred an
amount of Rs. 2097.81 million to the general reserves. As a result, the
total reserve of the Company has moved up to Rs. 19590.89 million.
DIVIDEND
Your Directors have recommended a dividend of 60 % for the year ended
31.03.2012.
AUDITORS
M/s V Siva Sankar & Co, Chartered Accountants, Bangalore, were
appointed as Auditors of the Company to fill the casual vacancy caused
by the incapacity of Mr. P K Rungta, Proprietor, M/s. P. K. Rungta &
Co, Chartered Accountants, Bangalore, caused by his serious illness.
M/s V Siva Sankar & Co, Chartered Accountants, Bangalore, have confirmed
their eligibility and have given their consent to be reappointed. The
have confirmed that their reappointment as auditors of the Company, if
made, would be in accordance with the limits specified under Section 224
(1B) of the Companies Act, 1956.
COMPANY'S (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF
DIRECTORS) RULES, 1988
Research And Development And Technology Absorption
Your Company has the largest and one of the finest R&D units in
jewellery industry. The research and development team of the Company
comprise of some of the finest designers, metallurgists, chemists and
senior craftsman. The Company has been instrumental in developing and
introducing several widely acclaimed jewellery designs. The Company has
also developed several new systems, procedures and techniques in
jewellery manufacturing.
Foreign Exchange Earnings
During the year the Company has reported foreign exchange earnings of
Rs. 231314.06 Million (Previous year: Rs. 175809.48 Millions). The
foreign exchange outgo on account of import of raw materials amounted
to Rs. 249108.18 Million (Previous year: Rs. 202421.05 Million).
Particulars Of Employees
During the year under review, there were no employees who were drawing
remuneration in excess of Rs. 60 Lakhs per annum or Rs. 5 lakhs per
month, if employed for a part of the year.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the requirement under section 217 (2AA) of the Companies
Act 1956, with respect to Directors responsibility statement, it is
hereby confirmed:
1. That for the compilation of the annual accounts for the financial
year ended 31.03.2012, the applicable accounting standards have been
followed along with proper explanation relating to the material
departures.
2. That 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 at the end of the financial year under review
and of the Profit of the Company for that period.
3. That the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Act, for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities.
4. That the Directors have compiled the accounts for the financial year
ended 31.03.2012 on a "going concern" basis.
LISTING
The shares of the Company continue to be listed at the National Stock
Exchange of India Ltd, Mumbai, and the Bombay Stock Exchange Ltd,
Mumbai. The annual listing fees for National Stock Exchange of India
Ltd. and Bombay Stock Exchange Ltd. have been paid.
ACKNOWLEDGEMENTS
Your directors specially wish to place on record, their sincere
appreciation to the employees of the Company for their dedication and
hard work, which have resulted in overwhelming success of the Company
during the year under report. Your directors place on record their
gratitude to Canara Bank, State Bank of Hyderabad, Bank of India and
IDBI Bank for their continued support. Your Directors also thank all
the Shareholders, Consultants, Customers, Vendors, Service providers,
Government & Statutory authorities for their continued support in
successful running of company's business and its continued progress.
For and on behalf of the Board
Sd/-
Place : Bangalore RAJESH MEHTA
Date : 30-5-2012 Chairman
Mar 31, 2011
Dear Members,
The Directors have great pleasure in presenting their 17th annual
report on the business and operations of the Company, for the financial
year ended 31st March 2011.
FINANCIAL RESULTS
(Rs. in Millions) (Rs. in Millions)
For the year ended For the year ended
31.03.2011 31.03.2010
Profit Before Depreciation 2707.6 2090.2
Less : Depreciation 19.6 17.8
Profit after depreciation 2688.0 2072.4
Less : Provision for taxation 208.1 138.3
Deferred taxation for the year
Profit after taxation 2479.9 1934.1
Add : Balance as per last account 1067.7 443.5
Profit available for appropriation 3547.6 2377.6
Less : Transfer to general reserves 3000.0 1000.0
Less : Proposed dividend including
tax on Dividend 226.5 309.9
Balance surplus transferred to Balance Sheet 321.1 1067.7
OPERATIONS
Your Directors are pleased to report that your Company's total income
during the period under review stood at a record all time high of Rs.
208643.8 Million compared to that of Rs. 185294.4 Million during the
previous year. As a result, the net profit for the year under review,
after provision for depreciation and income tax was Rs. 2479.9 Million.
The Company has transferred an amount of Rs. 3000.0 Million to the
general reserves. As a result, the total reserve of the Company has
moved up to Rs. 15672.5 Million.
DIVIDEND
Your Directors have recommended a dividend of 60 % for the year ended
31.03.2011.
DIRECTORS
Mr. Y. Venu Madhava Reddy, Director of your Company, retires by
rotation; and being eligible offers himself for reappointment.
AUDITORS
M/s. P. K. Rungta & Co, Chartered Accountants, Bangalore, retire at the
ensuing Annual General Meeting and are eligible for reappointment. They
have confirmed that their reappointment as auditors of the Company, if
made, would be in accordance with the limits specified under section
224 (IB) of the Companies Act, 1956.
DIRCTORS RESPONSIBILITY STATEMENT
Pursuant to the requirement under section 217 (2AA) of the Companies
Act 1956, with respect to Directors responsibility statement, it is
hereby confirmed:
1. That for the compilation of the annual accounts for the financial
year ended 31.03.2011, the applicable accounting standards have been
followed along with proper explanation relating to the material
departures.
2. That 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 at the end of the financial year under review
and of the profit of the Company for that period.
3. That the Directors have taken proper and sufficient care for
maintenance of adequate accounting records in accordance with the
provisions of the Act, for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities.
4. That the Directors have compiled the accounts for the financial
year ended 31.03.2011 on a "going concern" basis.
LISTING
The shares of the Company continue to be listed at the National Stock
Exchange of India Ltd, Mumbai, and the Bombay Stock Exchange Ltd,
Mumbai. The annual listing fees for National Stock Exchange of India
Ltd and Bombay Stock Exchange Ltd have been paid.
Company's (Disclosure of particulars in the report of Board of
Directors) Rules, 1988
A) RESEARCH AND DEVELOPMENT AND TECHNOLOGY ABSORPTION
Your Company has the largest and one of the finest R&D units in
jewellery industry. The research and development team of the Company
comprise of some of the finest designers, metallurgists, chemists and
senior craftsman. The Company has been instrumental in developing and
introducing several widely acclaimed jewellery designs. The Company has
also developed various new systems, procedures and techniques in
jewellery manufacturing.
B) FOREIGN EXCHANGE EARNINGS
During the year the Company has reported foreign exchange earnings of
Rs. 154341.50 Million (Previous year: Rs. 162536.0 Million). The
foreign exchange outgo on account of import amounted to Rs. 161070.70
Million (Previous year: Rs. 183969.60 Million).
C) PARTICULARS OF EMPLOYEES
During the year under review, there were no employees who were drawing
remuneration in excess of Rs. 60 Lakhs per annum or Rs. 5 lakhs per
month, if employed for a part of the year.
D) NEW DIVISION
During the year, company opened a new Branch office in Mumbai, situated
at Rajesh Export Limited, 4A, Trishla Premises, 122, Shaikh Memon
Street, Zaveri Bazar, Mumbai - 400 002.
ACKNOWLEDGEMENTS
Your directors specially wish to place on record, their sincere
appreciation to the employees of the Company for their dedication and
hard work, which has resulted in the overwhelming success of the
Company during the year under report. Your directors place on record
their gratitude to Canara Bank, State Bank of Hyderabad, UCO Bank and
IDBI Bank for their continued support. Your Directors also thank all
the Shareholders, Consultants, Customers, Vendors, Service providers
and Government & Statutory authorities for their continued support in
successful running of company's business and its continued progress.
For and on behalf of the Board
Sd/-
Place : Bangalore RAJESH MEHTA
Date : 12-8-2011 Chairman
Mar 31, 2010
The Directors have great pleasure in presenting their 16th annual
report on the business and operations of the Company, for the fnancial
year ended 31st March 2010.
FINANCIAL RESULTS
(Rs. in
Crores) (Rs. in
Crores)
For the year
ended For the year
ended
31.03.2010 31.03.2009
Proft Before Depreciation 209.02 100.32
Less : Depreciation 1.78 1.75
Proft after depreciation 207.24 98.57
Less : Provision for taxation 13.83 11.19
Deferred taxation for the year
Proft after taxation 193.41 87.38
Add : Balance as per last account 44.35 75.20
Proft available for appropriation 237.76 162.58
Less : Transfer to general reserves 100.00 100.00
Less : Proposed dividend including
tax on Dividend 30.99 18.04
Less : Provision for Gratuity
liability as at 31-3-08 - 0.19
Balance surplus transferred to
Balance Sheet 106.77 44.35
OPERATIONS
Your Directors are pleased to report that your Companys total income
during the period under review stood at a record all time high of Rs.
18529.44 crores compared to that of Rs. 12204.13 crores during the
previous year. As a result, the net proft for the year under review,
after provision for depreciation and income tax was Rs. 193.41 crores.
The Company has transferred an amount of Rs. 100.00 crores to the
general reserves. As a result, the total reserve of the Company has
moved up to Rs. 1117.63 crores.
DIVIDEND
Keeping in view the proftability of the Company, your Directors have
recommended a dividend of 100 %.
DIRECTORS
Mr. P. Siva Sankar, Director of your Company, retires by rotation; and
being eligible offers himself for reappointment.
AUDITORS
M/s. P. K. Rungta & Co, Chartered Accountant, retires at the ensuing
Annual General Meeting and is eligible for reappointment. They have
confrmed that their reappointment as auditors of the Company, if made,
would be in accordance with the limits specifed under section 224 (1B)
of the Companies Act, 1956.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the requirement under section 217 (2AA) of the Companies
Act 1956, with respect to Directors responsibility statement, it is
hereby confrmed:
1. That for compilation of annual accounts for the fnancial year ended
31.03.2010, the applicable accounting standards have been followed
along with proper explanation relating to the material departures.
2. That 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 at the end of the fnancial year under review
and of the proft of the Company for that period.
3. That the Directors have taken proper and suffcient 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.
4. That the Directors have compiled the accounts for the fnancial year
ended 31.03.2010 on a "going concernà basis.
LISTING
The shares of the Company continue to be listed at the National Stock
Exchange of India Ltd, Mumbai, and the Bombay Stock Exchange Ltd,
Mumbai. The annual listing fees for National Stock Exchange of India
Ltd and Bombay Stock Exchange have been paid.
Companys (Disclosure of particulars in the report of Board of
Directors) Rules, 1988
A) RESEARCH AND DEVELOPMENT AND TECHNOLOGY ABSORPTION
Your Company has the largest and one of the fnest R&D units in
jewellery industry. The research and development team of the Company
comprises of some of the fnest designers, metallurgists, chemists and
senior craftsman. The Company has been instrumental in developing and
introducing several widely acclaimed jewellery designs. The Company has
also developed several new systems, procedures and techniques in
jewellery manufacturing.
B) FOREIGN EXCHANGE EARNINGS
During the year the Company has reported foreign exchange earnings of
Rs. 16,253.60 crores (Previous year: Rs. 10,538.91 crores). The foreign
exchange outgo on account of import of raw materials amounted to Rs.
18,396.96 crores (Previous year: Rs. 11,698.28 crores).
C) PARTICULARS OF EMPLOYEES
During the year under review, there were no employees who were drawing
remuneration in excess of Rs. 24 Lakhs per annum or Rs. 2,00,000/- per
month, if employed for a part of the year.
D) NEW DIVISION
A new Refnery Unit (SIDCUL), Uttaranchal, has been started during the
Year.
ACKNOWLEDGEMENTS
Your directors specially wish to place on record, their sincere
appreciation to the people of the Company for their dedication and hard
work, which have resulted in the overwhelming success of the Company
during the year under report. Your directors place on record their
gratitude to Canara Bank, IDBI Bank, State Bank of Hyderabad and UCO
Bank for their continued support. Your Directors also thank all the
Shareholders, Consultants, Customers, Vendors, Service providers and
Government & Statutory authorities for their continued support.
For and on behalf of the Board
Place : Bangalore RAJESH MEHTA
Date : 13-8-2010 Chairman
Mar 31, 2000
The Directors have pleasure in presenting their 6th Annual Report of
the business and operations of the Company for the year ended 31st
March 2000.
FINANCIAL RESULTS
(Rs. in Lakhs)
For the Year For the Year
31st March 2000 31st March 1999
Profit before depreciation 1482.32 1404.18
Less : Depreciation 13.33 13.11
Profit after depreciation 1468.99 1391.07
Less: Provision for Taxation 77.95 64.29
Profit after Taxation 1391.04 1326.78
Add: Balance as per last account 165.81 61.09
Less:Transfered To General Reserve 1200.00 1200.00
Less: Dividend / Interim Dividend
including Tax on Dividend 22.07 22.06
Balance Surplus Transferred to
Balance Sheet 334.78 165.81
OPERATIONS
The Jewellary Park has become operational and started commercial
production since April 2000.
Due in strategic reasons the company has formed an Export Oriented Unit
and henceforth Domestic Sales and Exports will be undertaken by the
Company while the Export Oriented Unit will exclusively undertake
exports.
Your directors are glad to inform you that the Shares of the Company
have been listed on the National Stock Exchange from 9th February 2000.
DIVIDEND
Your Directors had approved the payment of Interim Dividend of 10% to
all the Share Holders as on 31-.05.2000. In order to conserve the
reserves of the Company, the Directors do not recommend any further
Dividend.
STATUTORY PARTICULARS
( A) Particulars of Employees :
During the year under review there were no employees who were drawing a
remuneration in excess p.a. or Rs.50.000/- p.m.. if employed for part
of the year.
(B) Consumption of Energy :
Your Directors are proud to state that your Company continues to be one
of the lowest consuming units.
(C) Research Development and Technology Absorption :
The Company has Research and Development Wing at the Jewellery park.
DIRECTORS
Sri P.Shiva Shankar, Director for the Company retires by rotation and
being eligible offers himself for re-appointment.
AUDITORS
M/s P.K. Rungta & Co., Chartered Accountant, retire at the ensuing
Annual General Meeting and are eligible for re- appointment.
LISTING
The Shares of the Company continue to be Listed at National Stock
Exchange, The Stock Exchange, Mumbai, Bangalore slock Exchange and
Ahmedabad Stock Exchange. The annual Listing fees to National Stock
Exchange, The Stock Mumbai and Bangalore Stock Exchange have been paid.
ACKNOWLEDGEMENT
Your Directors hereby express their sincere appreciation of the
employees Co-operation, which is fundamental in the Continuing Success
of the Company and expect the same in the future too. Your Directors
also appreciate the Co- nded by the Canara Bank, State Bank of India
and HSBC to the Company. Your Directors also heartily thank the Share
Holders for their continuing support.
For and on behalf of the Board
RAJESH MEHTA
Executive Chairman
Date : 24-07-2000
Place : Bangalore