Home  »  Company  »  Rajesh Exports L  »  Quotes  »  Directors Report
Enter the first few characters of Company and click 'Go'

Directors Report of Rajesh Exports Ltd.

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
31.03.2023

For the year ended
31.03.2022

For the year ended
31.03.2023

For the year ended
31.03.2022

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
& Deferred tax

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
to Balance Sheet

104123.42

89933.97

29068.98

28898.50

OPERATIONS

Your Directors are pleased to report that your Company’s 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 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. http://www.rajeshindia.com/

RELATED PARTY TRANSACTIONS

Company did not have any related party transaction under Section 134(3)(h) read with Rule 8 of the
Companies (Accounts) Rules, 2014.

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, 2023.

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.

AUDITORSa) STATUTORY AUDITOR

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.

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 2022-2023.

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 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 (“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 V.

Company’s (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS
AND OUTGO
CONSERVATION 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

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 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 “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 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.

EXTRACT OF ANNUAL RETURN

As required under Section 134(3)(A) of the Act, the extract of annual return is put up on the Company’s
website.

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/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.

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 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.

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., 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 Company’s 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.

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 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 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.

FINANCIAL RESULTS

(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

OPERATIONS

Your Directors are pleased to report that your Company’s 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.

DIVIDEND

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.

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 2021-2022, 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 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 “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. http://www.rajeshindia.com/

RELATED PARTY TRANSACTIONS

Company did not have any related party transaction under Section 134(3)(h) read with Rule 8 of the Companies (Accounts) Rules, 2014.

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, 2022.

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.

AUDITORS

a) STATUTORY AUDITOR

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.

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 2021-2022.

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 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 (“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 V.

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 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

2021-22

2020-21

Foreign Exchange Earnings

24,706.65

185,783.38

Foreign Exchange Outgo

24,216.87

178,761.30

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 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 “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 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/

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 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.

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.

EXTRACT OF ANNUAL RETURN

As required under Section 134(3)(A) of the Act, the extract of annual return is put up on the Company’s website.

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/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.

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 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. 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.

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., 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 Company’s 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.

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 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 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

DIRECTORS’ 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 Company’s 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 “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 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.

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 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.

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 31.03.2018, 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 “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, 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 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 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 (“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, 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 company’s 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 Company’s 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 “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 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.

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 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 (“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 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.

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 31.03.2017, 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 “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, 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 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, 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 company’s 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 Company’s 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. 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. 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 company’s 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 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 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

Get Instant News Updates
Enable
x
Notification Settings X
Time Settings
Done
Clear Notification X
Do you want to clear all the notifications from your inbox?
Settings X