Mar 31, 2015
Dear Members,
The Directors have pleasure in presenting the Thirteenth Annual Report
of the Company, together with the audited statement of accounts for the
financial year ended 31st March, 2015.
1. FINANCIAL RESULTS
(Rs. in lacs)
For the year ended 31st March Standalone
Year ended Year ended
31st March, 31st March
2015 2014
Revenue from Operations 44,886.70 9,83,087.67
Other Income 10,241.36 174.60
Total Revenue/(Loss) 55,128.06 9,83,262.27
Profit/(Loss) Before Interest, 7,629.61 (47,052.49)
Depreciation and Tax
Less: Depreciation/amortization 1,033.51 2,242.51
Less: Interest and finance charge 31,317.33 28,827.70
(Net)
Profit/(Loss) Before Exceptional (24,721.23) (78,122.70)
Items & Tax
Exceptional Item - 39,059.14
Profit/(Loss) Before Tax (24,721.23) (1,17,181.84)
Provision for taxes 51,316.10 (39,994.82)
Profit/(Loss) After Tax (76,037.33) (77,187.02)
Surplus at the beginning of the year 25,396.23 1,00,333.74
Amount available for Appropriation (50,641.10) 23,146.72
2. REVIEW OF OPERATIONS AND STATE OF COMPANY'S AFFAIRS
The Company's total revenue was Rs. 55,128.06 lacs for the year ended
31st March, 2015 as compared to Rs. 9,83,262.27 lacs for the previous
year. Your Company registered a loss after tax of Rs. 76,037.33 lacs
for the year ended 31st March, 2015 as compared to a loss of Rs.
77,187.02 lacs incurred in the previous financial year.
3. material changes and commitments
No material changes and commitments have occurred from the close of the
financial year till the date of this Report, which affects the
financial position of the Company.
4. DIVIDEND
In view of the loss for the current financial year, your Directors do
not recommend any dividend for the financial year ended 31st March,
2015.
5. TRANSFER TO RESERvES
The Company is not statutorily required to transfer any amount to the
General Reserve, as no dividend has been recommended for the financial
year 2014-15.
6. CONSOLIDATED FINANCIAL STATEMENT
In accordance with the Companies Act, 2013 ("the Act") and Accounting
Standard (AS) - 21 on Consolidated Financial Statements read with AS -
23 on Accounting for Investments in Associates and AS - 27 on Financial
Reporting of Interests in Joint Ventures, the audited consolidated
financial statement is provided in the Annual Report.
7. SUBSIDIARY/ASSOCIATE/JOINT VENTURE COMPANIES
Easy Fit Jewellery Limited, Sumit Jewels Private Limited, Gaja Finance
Private Limited, Gaja Fincorp Private Limited (formerly known as Veeyu
India Private Limited), Alex Mercury Power Private Limited, Shree
Ganesh Jewellery House FZE, Shree Ganesh Jewellery House (Singapore)
Pte Ltd. and Shree Ganesh Jewellery House (Ghana) Limited continued to
be wholly owned subsidiaries of the Company and Gaja Retail Private
Limited (formerly known as Gokul Jewellery House Private Limited)
continued to be a subsidiary of the Company.
Further, Shree Ganesh Jewellery House DMCC, Shirdi Commodities Private
Limited, Shirdi Commosale Private Limited, Kamalraj Merchandise Private
Limited and Chaturbhuj Vyapaar Private Limited continued to be step
down subsidiaries of the Company. Further, Shree Ganesh Jewellery
House (HK) Limited was incorporated as a wholly owned subsidiary of
Shree Ganesh Jewellery House (DMCC) on 15th August, 2014.
Further, Oroitalia Chains Pvt. Ltd. also continued to be a Joint
Venture of your Company whereas Alex Astral Power Pvt. Ltd., Alex
Spectrum Radiation Pvt. Ltd. and Alex Green Energy Pvt. Ltd. continued
to be Associate companies during the year under review.
In line with Section 129(3) of the Companies Act, 2013 read with Rule 5
of the Companies (Accounts) Rules, 2014, the Listing Agreement with the
Stock Exchanges and in accordance with the Accounting Standard 21
(AS-21), Consolidated Financial Statements prepared by your Company
include financial information of its subsidiary Companies. Further, a
report on the performance and financial position of each of the
subsidiaries, associates and joint venture companies included in the
Consolidated Financial Statements prepared by your Company as per Rule
8(1) of the Companies (Accounts) Rules, 2014, forms part of a separate
statement in Form AOC-1.
The financial statements of the subsidiary companies and related
information are available for inspection by the members at the
Registered Office of your Company during business hours on all working
days, except Saturdays, Sundays and public holidays, between 11.00 a.m.
and 1.00 p.m. upto the date of the Annual General Meeting (AGM) as
required under Section 136 of the Companies Act, 2013. Any member
desirous of obtaining a copy of the said financial statements may write
to the Company Secretary at the Registered Office of your Company.
8. PAID UP CAPiTAL
The paid up Equity Share capital as at 31st March, 2015 stood at Rs.
7,190.65 lacs. During the year under review the Company has not altered
its share capital.
9. LISTING OF EQUITY SHARES
Your Company's equity shares are listed on National Stock Exchange of
India Limited (NSE) and BSE Limited (BSE). Further, the Non-Convertible
Debentures of the Company are listed on the Debt segment of BSE Limited
(BSE).
10. human resources
The Company has always given maximum importance for development of
human resource, the vital asset responsible for continued success of
the Company.
The Company's relentless effort to improve the performance of the
employees by sharpening and honing their knowledge, skill and most
importantly attitude continues to receive high priority.
As on 31st March, 2015, our Company had 108 employees on its rolls.
The Company wishes to put on record its deep appreciation for the
co-operation and efforts of its employees for the betterment of the
organisation.
11. CORPORATE SOCIAL RESPONSIBILITY (CSR)
The Corporate Social Responsibility Committee (CSR Committee) of the
Company has formulated the CSR Policy and the said Policy is available
on your Company's website, the link to the Policy is provided elsewhere
in the Annual Report.
The required details as specified in Companies (Corporate Social
Responsibility Policy) Rules, 2014 is appended as Annexure I to the
Directors' Report.
12. code of conduct
The Directors and Senior Management have affirmed compliance with the
Code of Conduct for Directors and Senior Management of the Company. A
declaration to this effect has been signed by the Chairman and
Whole-time Director and forms part of the Corporate Governance Report.
13. public deposits
The Company has not accepted any public deposits falling within the
ambit of Section 73 of the Companies Act, 2013 and the Companies
(Acceptance of Deposits) Rules, 2014 and as such, no amount on account
of principal or interest on public deposits was outstanding as on the
date of the balance sheet.
14. particulars of employees
Statement on the particulars of employees pursuant to Section 134(3)(q)
and 197(12) read with Rule 5(2) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 is given in Annexure
II to this Report and also forms part of the Annual Report.
15. PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION,
FOREIGN EXCHANGE EARNINGS AND OUTGO
The particulars of conservation of energy, technology absorption and
foreign exchange earnings and outgo in accordance with the provisions
of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the
Companies (Accounts) Rules, 2014 is annexed as Annexure III and forms
part of this Report.
16. RESPONSE TO QUALIFiED OPiNION IN THE AUDiTORS' REPORT
A) The Statutory Auditors in their report to the Members, have given
qualified opinion and the response of your Directors with respect to
them are as follows:
Response to point no. (i) and (iii) - Fixed Deposit amounting to Rs.
3,031.08 lacs was pledged with Axis Bank against various fund and non
fund based limit sanctioned by the bank. On the maturity of the fixed
deposit, it was adjusted with the cash credit balance in the Company's
books as all the fund based and non fund based limits are debited to
cash credit account. However, at the Bank's end the matured amount was
not adjusted in the cash credit account but was transferred to a
separate account of the Bank and Bank is providing interest on the
same. Your Company has taken up the matter with the bank and has
requested for adjustment of the matured fixed deposit with respective
sanctioned limit as per the sanction terms.
Response to point no. (ii) - Cash credit balance of Dhanalakshmi Bank
as per Company's book was Rs. 1,827.27 lacs and as per Bank
confirmation was Rs. 1,918.86 lacs as the Bank had charged an excess
amount of Rs. 91.59 lacs. Your Company had contested the excess amount
claimed by the Bank in the Hon'ble High Court at Calcutta and had
received a stay order on the excess claim made by the Bank.
Response to point no. (iv) - Note. No. 7 includes Short term borrowings
of Rs. 44,655.46 lacs have not been confirmed as on 31st March, 2015.
Your Company is in the process of obtaining confirmation as on 31st
March, 2015. However, your Company has already obtained Bank Statement
as on 31st March, 2015 to reconcile the same and the outstanding is
since being reconciled.
B) The Statutory Auditors in their report to the Members, have stated
"Emphasis of Matter" and the response of your Directors with respect to
the same are as follows :
Response to point no. (a) - Various sales tax matters pertaining to
assessment years 2006-07 to 2011-12 are pending at various stages with
respective competent authorities. However, the Directors believe that
these shall be in favour of the Company.
Response to point no. (b) - As explained in the "Emphasis of Matter"
itself, although company has suffered significant operating losses
during the year and is facing financial crunch with its inability to
meet the financial obligations, your Company had applied for Composite
Corporate Debt Restructuring with the banks to mitigate the above which
was withdrawn by the banks in the consortium meeting held on 22nd
January, 2015. The company had again requested for reconsideration of
restructuring proposal by all the lenders. These facts have been
disclosed in the notes by the management, in view of which, the
accounts have been continued to be prepared under the going concern
assumption. These facts have fully been disclosed in note No.51 and 54
of the Financial Statements.
C) The Statutory Auditors in their report to the Members on other legal
and statutory requirements have provided their remarks as per Section
143(3) of the Companies Act, 2013 and the response of your Directors
with respect to the same are as follows:
Response to point no. (2)(a) and (b) - The explanation on the same have
been provided in Paragraph 1 and 3 of Point 16(A) of the Directors'
Report.
Response to point no. (2)(f) - The explanation of the same have been
provided in Point 33(A) of the Directors' Report.
17. AUDiTORS
The auditors, M/s Chaturvedi & Partners, Chartered Accountants, having
Registration No. 307068E allotted by the Institute of Chartered
Accountants of India hold office till the conclusion of the ensuing
Annual General Meeting and being eligible, offer themselves for
re-appointment.
Your Company has received a confirmation from M/s Chaturvedi &
Partners, Chartered Accountants to the effect that their
re-appointment, if made, would be within the limits prescribed under
Section 139 of the Companies Act, 2013 and the Rules framed thereunder.
The Audit Committee and the Board of Directors of your Company
recommend the re-appointment of M/s Chaturvedi & Partners, Chartered
Accountants, as the Auditors of your Company. Members are requested to
consider their re-appointment as Auditors of your Company to hold
office from conclusion of ensuing AGM until the conclusion of next AGM
on remuneration to be decided by the Board of Directors based on
recommendation of the Audit Committee of your Company.
18. EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in Form
MGT-9, as required under Section 92(3) of the Companies Act, 2013, read
with Rule 12(1) of the Companies (Management and Administration) Rules,
2014, is included as an Annexure iv to the Directors' Report.
19. DIRECTORS
During the year under review, Mrs. Sukla Mitra and Mr. Rezaul Haque, on
the recommendation of the Nomination and Remuneration Committee of the
Company, were appointed as Additional Directors (Category -
Independent) on the Board of the Company w.e.f. 6th November, 2014 and
12th February, 2015 respectively and also resigned from the Company as
Directors w.e.f. 13th April, 2015 on medical grounds.
Mr. Raman Chopra was appointed as an Additional Director (Category -
Independent) of the Company w.e.f. 11th May, 2015 and Mrs. Arvinder
Kaur Sodhi and Mr. Pradeep Dhir were appointed as Additional Directors
(Category - Independent) w.e.f. 30th May, 2015. Further, during the
year under review, Mr. Ashok Prakash Sahni, Chief Financial Officer of
the Company, was appointed as Additional Director w.e.f. 11th May, 2015
and as a Whole-time Director w.e.f. 1st June, 2015 for a term of 11
months, subject to the approval of the shareholders, liable to retire
by rotation.
Further, during the year under review, Mr. Raj Mohan Choubey resigned
as a Director of your Company w.e.f. 29th September, 2014 due to
unavoidable personal reasons. Further, EXIM Bank also withdrew the
nomination of Mr. Lokesh Kumar as Director from the Board of the
Company which was accepted w.e.f. 1st December, 2014. Mr. D. P. Mathur
also ceased to be a Director of your Company on account of sad demise
on 7th December, 2014. Further, Mr. Paban Singh Ingty resigned as a
Director of your Company w.e.f. 9th April, 2015 on medical ground.
Mr. Paban Singh Ingty and Mr. Umesh Parekh are deemed to have vacated
their office w.e.f. 9th April, 2015 and close of business hours of 30th
May, 2015 respectively under Section 167(1)(a) of the Companies Act,
2013. Further, Mr. Nillesh Parrekh is liable to vacate office under
Section 167(1)(a) of the Act w.e.f. 30th June, 2015, on termination of
his term of office as Whole-time Director (designated as Executive
Chairman).
The Board wishes to place on record its sincere appreciation of the
contribution, advice and guidance extended by Mr. Raj Mohan Choubey,
Mr. Lokesh Kumar, Mr. D. P. Mathur, Mr. Paban Singh Ingty, Mrs. Sukla
Mitra, Mr. Rezaul Haque and Mr. Umesh Parekh during their tenure as
Directors of your Company. The Company has received requisite notice in
writing from members proposing Mr. Raman Chopra, Mrs. Arvinder Kaur
Sodhi, Mr. Pradeep Dhir for appointment as Independent Directors and
Mr. Ashok Prakash Sahni as a Director (Category - Executive).
In view of the reconstituency of the Board comprising of Additional
Directors and Mr. Nillesh Parrekh (Chairman and Whole-time Director),
non-rotational Director, none of the Directors retire by rotation at
the ensuing AGM.
The Company has received declarations from all the Independent
Directors of the Company confirming that they meet with the criteria of
independence as prescribed both under sub-section (6) of Section 149 of
the Companies Act, 2013 and under Clause 49 of the Listing Agreement
with the Stock Exchanges.
The brief resume / details relating to Directors who are to be
appointed / re-appointed are furnished in the Notice of the ensuing
AGM. The Board of Directors of your Company recommends the appointment
of Mr. Ashok Prakash Sahni as Director and Whole-time Director, and Mr.
Raman Chopra, Mrs. Arvinder Kaur Sodhi and Mr. Pradeep Dhir as
Independent Directors.
20. KEY MANAGERiAL PERSONNEL
During the year under review, Mr. Ashok Prakash Sahni, being the Chief
Financial Officer (CFO) of the Company was designated as Key Managerial
Personnel u/s 203 of the Companies Act, 2013 w.e.f. 30th May, 2014.
Mr. Mukund Chandak resigned from the post of Company Secretary of the
Company vide letter dated 1st October, 2014. Further, Mrs. Neha
Jhunjhunwala, Associate Company Secretary bearing Membership No. A23732
and possessing requisite qualifications was appointed as the Company
Secretary and Key Managerial Personnel of your Company w.e.f. 15th
January, 2015.
Mr. Umesh Parekh, Managing Director of the Company, vacated his office
u/s 167(1)(a) of the Companies Act, 2013 w.e.f. the close of business
hours of 30th May, 2015 and is appointed as a Chief Executive Officer
(CEO) and Key Managerial Personnel of the Company u/s 203 of the
Companies Act, 2013 w.e.f. 1st June, 2015.
21. BOARD MEETINGS
During the year under review, five Board Meetings were held on 30th
May, 2014, 12th August, 2014, 21st October, 2014, 12th November, 2014
and 12th February, 2015 in accordance with Section 173 of the Companies
Act, 2013. Further, due to urgency of matters, resolutions were passed
by circulation on 6th November, 2014 and 18th December, 2014 and
confirmed in the subsequent Board Meetings.
22. VIGIL MECHANISM/WHISTLE BLOWER POLICY
Pursuant to the Companies Act, 2013 and SEBI's Circular dated 17th
April 2014, the Board of Directors of your Company has adopted the
Vigil Mechanism/Whistle Blower Policy and the same is available on the
website of the Company under the Investors Section, the link of which
is provided elsewhere in the Annual Report.
23. AUDIT COMMITTEE
The Audit Committee has been reconstituted in accordance with the terms
of reference of Section 177 of the Companies Act, 2013 and Clause 49 of
the Listing Agreement. The details of the Audit Committee are given in
the Corporate Governance Report.
24. POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION
The Company has a Nomination and Remuneration Committee (NRC) and the
details of the Committee and terms of reference are set out in the
Corporate Governance Report forming part of the Director's Report. The
NRC has framed a Policy which lays down a framework in relation to
appointment and remuneration of Directors, Key Managerial Personnel and
Senior Management of the Company. The weblink to the aforesaid Policy
is provided elsewhere in the Annual Report.
25. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
Particulars of loans given, investments made, guarantees given and
securities provided, if any, is furnished in Notes 12, 14, 19, 32 and
33 to the financial statement.
26. particulars of contracts or arrangements with related parties
All contracts / arrangements / transactions entered by the Company
during the financial year with related parties were in the ordinary
course of business and on an arm's length basis. During the year, the
Company had not entered into any contract/ arrangement / transaction
with related parties which could be considered material in accordance
with the policy of the Company on materiality of related party
transactions. Accordingly, the disclosure of Related Party Transactions
as required under Section 134(3)(h) of the Companies Act, 2013 read
with Rule 8(2) of the Companies (Accounts) Rules, 2014 in Form AOC-2 is
not required.
The Policy on materiality of related party transactions and dealing
with related party transactions as approved by the Board is available
on the website of the Company and the link to the same is provided
elsewhere in this Annual Report.
27. RISK MANAGEMENT
The Company has in place a mechanism to identify, assess, monitor and
mitigate various risks associated with the business. Major risks
identified by the business and functions such as financial risks,
regulatory risks are reviewed and discussed at the Audit Committee and
Board Meetings. A Risk Management Policy has also been formulated and
adopted by the Board.
28. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS/COURTS
During the year under review, the Banks withdrew their support for
restructuring the credit facilities under Corporate Debt Restructuring
mechanism. Your Company, thereafter, filed a Writ Petition before the
Hon'ble High Court challenging inter-alia the actions of the Corporate
Debt Restructuring Empowered Group. An Interim Order was thereafter
passed by the Hon'ble High Court, Calcutta, directing continuation of
the 'holding on operation' of your Company.
29. performance EVALUATION OF BOARD
Pursuant to the provisions of Section 134 of the Companies Act, 2013
and Clause 49 of the Listing Agreement, an annual performance
evaluation of the Board as a whole, Board Committees and Directors was
carried out during the relevant financial year.
The evaluation framework for assessing the performance of Directors
comprises attendance of Board and Committee Meetings, quality of
contribution to Board deliberations, and strategic perspectives or
inputs in the growth of the Company. Further, a Member of the Board
does not participate in the discussion of his/her evaluation.
30. familiarisation programme of independent directors
At the time of appointment of a Director, a formal letter of
appointment is given to the Director which inter-alia explains the
role, functions and responsibilities expected of him as a Director. The
Directors are also familiarized with the business model, operations and
functions of the Company, etc at the Board Meetings. The Directors are
also updated on the changes in relevant corporate laws, rules,
regulations and guidelines on a continuous basis.
The new Directors are provided with a copy of the Memorandum and
Articles of Association, Annual Reports, various policies and documents
of the Company to enable them to familiarize them with the Company's
code, procedures and practices.
31. INTERNAL cONTROL systems AND THEIR ADEQUARCY
Your company's internal control systems are adequate and commensurate
with the nature and size of operations.
The Internal Auditors carried out audit in different areas of your
Company's operations. The Audit Committee reviewed the audit programme
and findings of the Internal Auditors.
32. DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has zero tolerance for sexual harassment at workplace and
has put in place a policy on prevention, prohibition and redressal of
sexual harassment at workplace as per the provisions of Sexual
Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 and the Rules framed thereunder. As per the
Policy, any employee may report his/her complaint to the Internal
Complaints Committee constituted for this purpose. The said Policy can
be viewed at the weblink provided elsewhere in the Report.
The following is the summary of sexual harassment complaints received
and disposed off during the year:
i. No. of complaints received: Nil
ii. No. of complaints disposed off: Nil
33. SECRETARIAL AUDIT
M/s M R & Associates was appointed as the Secretarial Auditor of your
Company pursuant to Section 204 of the Companies Act, 2013. The
Secretarial Audit conducted by M/s M R & Associates for the financial
year ended 31st March, 2015 is annexed as Annexure V to the Director's
Report.
The explanation to the remarks in the Secretarial Audit Report are as
follows:
A) The Directors are disqualified under Section 164(2) of the Companies
Act, 2013 and are not eligible to be re-appointed as Directors since
debentures have not been redeemed on the due date. Mr. Paban Singh
Ingty has resigned w.e.f. 9th April, 2015 whereas Mr. Umesh Parekh has
vacated office w.e.f. the close of business hours of 30th May, 2015.
Further, Mr. Nillesh Parrekh, being non-rotational Director, shall
continue his office till the expiry of his term i.e. upto 30th June,
2015 and shall not be re-appointed. Requisite e-form has been filed
with the competent authority for disqualification of Directors.
B) The Company has a pending case under Section 217(1)(e) and Section
217(2A) of the Companies Act, 1956 and the matter is subjudice with the
competent authority.
34. DIRECTORS' RESPONSIBILITY STATEMENT:
In terms of provisions of Section 134 of the Companies Act, 2013, your
Directors confirm that:
a. in the preparation of the annual accounts, the applicable
accounting standards have been followed along with proper explanation
relating to material departures;
b. 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 Company's state
of affairs at the end of the financial year and of the loss of the
Company for the period under review;
c. the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 2013 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities;
d. the Directors have prepared the annual accounts for the period
ended 31st March, 2015 on a going concern basis;
e. the Directors have laid down internal financial controls to be
followed by the company and that such internal financial controls are
adequate and operating effectively; and
f. the Directors have devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were
adequate and operating effectively.
35. ACKNOWLEDGEMENT
Your Directors take this opportunity to offer their thanks and deep
sense of gratitude for the co-operation and support received from the
government authorities, financial institution/banks, customers,
vendors, shareholders and the society at large. We would also like to
place on record, our sincere appreciation for the total commitment,
dedication, contribution and hard work of employees across all levels.
The credit for the Company's achievement goes to them. We are deeply
grateful to our shareholders for the confidence and faith reposed on
us. Your Company looks forward to their continued co-operation in
realisation of the corporate goals in the years ahead.
For and on behalf of the Board of Directors
Sd/-
Nillesh Parrekh
Place : Kolkata Chairman
Date : 30th May, 2015 DIN : 00050671
Mar 31, 2014
Dear Members,
The Directors have pleasure in presenting the Twelfth annual report of
the Company, together with the audited statement of accounts for the
year ended 31st March 2014.
1. FINANCIAL RESULTS (Rs. in lacs)
For the year ended 31st March 2014 2013
Revenue from Operation 983,087.67 922,226.92
Other Incomes 174.60 10,286.26
Total revenue 983,262.27 932,513.18
Profit before interest, (86,111.63) 48,188.31
depreciation, and tax
Less: Depreciation/ 2,242.51 2,329.57
amortization
Less: Interest and 28,827.70 20,251.18
finance charge (Net)
Profit before tax (117,181.84) 25,607.56
Provision for taxes (39,994.82) 227.40
Profit after tax (77,187.02) 25,380.16
2. DIVIDEND
In view of the loss for the current financial year, your Directors
regret their inability to recommend any dividend for the year ended
31st March 2014.
3. OPERATIONS
The Company''s revenue from operation were Rs. 983,087.67 lacs for the
year ended 31st March 2014 as compared with Rs. 922,226.92 lacs for the
previous year. During the year under review, your Company had entered
into a bullion transaction. However, due to some regulatory issues,
your Company was unable to execute the transaction and had to rescind
the contract resulting into huge losses. Also, your Company suffered
loss in the merchanting transaction due to slump in market conditions.
As a result, your Company registered a loss after tax of Rs 77,187.02
lacs for the year ended 31st March 2014.
Due to losses, your Company was unable to service its debts in time and
approached its lenders for restructuring of the debts. Your Company
has filed request under Corporate Debt Restructuring (CDR) mechanism.
State Bank of India (SBI), the Lead Bank of the consortium of lenders
has submitted the Flash Report of the Company along with other
documents with the CDR cell for admittance before the Corporate Debt
Restructuring - Empowered Group (CDR EG).
4. SUBSIDIARY COMPANIES
The Statement of the holding Company''s interest in subsidiary
companies, namely, Easy Fit Jewellery Limited, Gaja Retail Private
Limited, Sumit Jewels Private Limited, Gaja Finance Private Limited,
Gaja Fincorp Private Limited, Alex Mercury Power Private Limited, Shree
Ganesh Jewellery House FZE, Shree Ganesh Jewellery House (Singapore)
Pte Ltd. and Shree Ganesh Jewellery House (Ghana) Limited and in its
step down subsidiaries namely Shree Ganesh Jewellery House DMCC, Shirdi
Commodities Private Limited, Shirdi Commosale Private Limited, Kamalraj
Merchandise Private Limited and Chaturbhuj Vyapaar Private Limited as
specified in sub-section (3) of Section 212 of the Companies Act, 1956
is attached to the report and accounts of the Company.
5. HUMAN RESOURCES
The Company has always attached maximum importance for development of
human resource, the vital asset responsible for continued success of
the Company. The Company is continuously renewing and updating the
knowledge and skill of its employees at all levels through training and
development.
Our relentless effort to improve the performance of our employees by
sharpening and honing their knowledge, skill and most importantly
affltude continues to receive high priority.
As on 31st March 2014, your Company had 102 employees on its rolls. The
Company continues to focus on recruitment and retention, giving
priority to meritocracy and ensuring that performance is recognised and
subsequently rewarded in an appropriate manner.
Your Company wishes to put on record its deep appreciation for the
co-operation and efforts of its employees for the betterment of the
organisation.
6. LISTING OF EQUITY SHARES
Your Company''s equity shares are listed on National Stock Exchange of
India Limited (NSE) and the BSE Limited (BSE) and annual listing fee
for the current financial year to both these exchanges has been paid by
the Company.
7. CORPORATE SOCIAL RESPONSIBILITY (CSR)
Subsequent to the year under review the Board of Directors at its
meeting held on 30th May, 2014 has constituted Corporate Social
Responsibility (CSR) Committee in accordance with Section 135 of
Companies Act, 2013 read with rules formulated therein.
8. VIGIL MECHANISM/WHISTLE BLOWER POLICY
Pursuant to the SEBI''s Circular dated 17th April 2014, all listed
companies shall establish a Vigil Mechanism/Whistle Blower Policy with
effect from 1st October, 2014. Hence, the Board of Directors in
compliance with such amendments to be made in Listing Agreement has
adopted the policy at its meeting held on 30th May, 2014.
9. CODE OF CONDUCT
In accordance with Section 149(8) of the Companies Act, 2013 and as per
the requirements of SEBI Circular dated 17th April, 2014 for amendment
to Equity Listing Agreement (which is effective from 1st October,
2014), the Board has adopted a separate Code of Conduct for Independent
Directors as per Schedule IV of Companies Act 2013 at its meeting held
on 30th May, 2014.
10. DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to the requirements of section 217(2AA) of the Companies Act,
1956, it is hereby confirmed :
i) That in the preparation of the annual accounts, applicable
accounting standards have been followed along with proper explanation
relating to material departures;
ii) That the Directors have selected such accounting policies and
applied them consistently, and made reasonable and prudent judgments
and estimates so as to give a true and fair view of the Company''s state
of affairs at the end of the financial year, and of the profit or loss
of the Company for the period under review;
iii) That the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities;
iv) That the Directors have prepared the annual accounts for the period
ended 31st March 2014 on a going concern basis.
11. PARTICULARS OF EMPLOYEES
Statement under Section 217(2A) of the Companies Act, 1956 read with
the Companies (Particulars of Employees) Rules, 1975, as amended, is
given in Annexure I to this report.
12. CONSERVATION OF ENERGY
Information pursuant to Section 217(1)(e) of the Companies Act, 1956
read with the Companies (Disclosure of Particulars in the Report of
Board of Directors) Rules, 1988 and forming part of the Directors''
Report for the financial year ended 31st March 2014 are given in
Annexure II to this report.
13. FOREIGN EXCHANGE
Your Company earned foreign exchange of RS. 598,553.00 lacs from gold
jewellery export and suitable steps have been taken for exploring the
new markets in various countries. Foreign exchange outgo and earning
details appear in Item no. 39 and 40 of Notes to Accounts for the year
under review.
14. RELATED PARTY TRANSACTION
A statement of related party transactions pursuant to Accounting
Standard 18 forms a part of this report.
15. RESPONSE TO QUALIFIED OPINION IN THE AUDITORS'' REPORT
A) The Statutory Auditors in their report to the Members, have given
qualified opinion and the response of your Directors with respect to
them are as follows:
Response to point no. (i) - Fixed Deposit amounting of RS. 2,287.58
Lacs was pledged with Axis Bank against cash credit limit sanctioned by
the bank. On the maturity of the fixed deposit, it was adjusted with
the cash credit balance in the Company''s books. However, at the Bank''s
end the matured amount was not adjusted in the cash credit account but
was transferred to a separate account of the bank. Your Company has
taken up the matter with the bank and has requested for adjustment of
the matured fixed deposit with cash credit limit as per the sanction
terms.
Response to point no. (ii) - Cash credit balance of Dhanalakshmi Bank
as per Company''s books was RS. 1,485.55 Lacs and as per bank
confirmation was RS. 1,577.15 Lacs as the Bank had charged an excess
amount of RS. 91.59 lacs. Your Company has taken up the matter with the
Bank and has also contested the excess amount claimed by the Bank in
the Hon''ble High Court at Calcutta.
B) The Statutory Auditors in their report to the Members, have stated a
"Emphasis of Matter" and the response of your Directors with respect to
it is as follows:
As explained in the "Emphasis of Matter" itself, although company has
suffered significant operating losses during the year and is facing
financial crunch with its inability to meet the financial obligations,
your Company has applied for Composite Corporate Debt Restructuring
with the banks to mitigate the above. These facts have fully been
disclosed in Note 31 of the Financial statements.
16. AUDITORS
The auditors M/s Chaturvedi & Partners retire at the conclusion of the
ensuing Annual General Meeting and being eligible, offer themselves for
re-appointment.
17. DIRECTORS
During the year, Mr. Raj Mohan Choubey was appointed as additional
Non-Executive & Independent director on the Board of the Company w.e.f.
27th November 2013.
Mr. Lokesh Kumar was appointed by the Board of the Company as Nominee
Director w.e.f. 29th January, 2014 as nominee of Export-Import Bank of
India pursuant to the Loan documentation entered into between EXIM Bank
and the Company.
Mr. Sharad Mohata and Mr. Satish Chandra Chaturvedi, directors of the
Company resigned from the Board on 27th November, 2013.
The Board places on record its deep appreciation of the valuable
services rendered during their tenure as Directors and for their
contributions to the deliberation of the Board.
Mr. Umesh Parekh, Managing Director retires by rotation and being
eligible, offer himself for re-appointment.
18. ACKNOWLEDGEMENT
Your Directors take this opportunity to offer their thanks and deep
sense of gratitude for the cooperation and support received from the
government authorities, financial institution/banks, customers,
vendors, shareholders and the society at large. We would also like to
place on record, our sincere appreciation for the total commitment,
dedication, contribution and hard work of employees across all levels.
The credit for the Company''s achievement goes to them. We are deeply
grateful to our shareholders for the confidence and faith reposed on
us. Your Company looks forward to their continued co-operation in
realisation of the corporate goals in the years ahead.
For and on behalf of the Board of Directors
Nillesh Parrekh
Chairman
Kolkata,30th May 2014
Mar 31, 2013
The Directors have pleasure in presenting the eleventh annual report
of the Company, together with the audited statement of accounts for the
year ended 31st March, 2013.
1. Financial Results (Rs.in acs)
For the Year ended31st March 2013 2012
Revenue from Operation 9,22,226.92 6,59,361.26
Other Incomes 10,286.26 8,053.07
Total revenue 9,32,513.18 6,67,414.33
Profit before interest,
depreciation, and tax 48,188.31 44,619.02
Less: Depreciation/amortization 2,329.57 2,239.10
Less: Interest and finance
charge (Net) 20,251.18 12,649.80
Profit before tax 25,607.56 29,730.12
Provision for taxes 227.40 371.76
Profit after tax 25,380.16 29,358.36
2. Dividend:
Keeping in view the growth made by the Company and the shareholder
support received, your Directors are pleased to recommend a dividend at
the rate of 30% i.e, Rs.3 per share of Rs. 10 each on the equity share
capital of the Company as on the date of the book closure. The
dividend, if approved by the shareholders will be paid to those members
whose names appear on the Register of Members on 30th August 2013.
3. Operations:
The Company''s revenue from operation were Rs. 9,22,226.92 lacs for the
year ended 31st March, 2013 as compared with Rs. 6,59,361.26 lacs for the
previous year. Thus, there has been an increase in turnover of 39.87
%. The Company''s profit after tax was Rs. 25,380.16 for the year ended
31st March, 2013.
4. Subsidiary companies:
The Statement of the holding Company''s interest in subsidiary
companies, namely, Easy Fit Jewellery Limited, Cokul Jewellery House
Private Limited, Sumit Jewels Private Limited, Caja Finance Private
Limited, Veeyu India
Private Limited, Alex Mercury Power Private Limited, Shree Canesh
Jewellery House FZE, Shree Canesh Jewellery House (Singapore) Pte Ltd.
and Shree Canesh Jewellery House (Ghana) Limited as specified in
sub-section (3) of Section 212 of the Companies Act, 1956 is attached
to the report and accounts of the Company.
5. Change of Name
The Company vide special resolution passed on 17th November, 2012 by
the shareholders through postal ballot conducted pursuant to Section
192A of the Companies Act, 1956 has changed the name of the Company to
Shree Canesh Jewellery House (I) Ltd.
6. Changes in the Capital Structure
As of 31st March, 2013, the authorised share capital of the Company was
Rs. 1,95,00,00,100 divided into 11,50,00,000 Equity Shares of Rs. 10/- each
and 26,66,667 Cumulative Convertible Preference Shares of Rs. 300/- each
and the issued, subscribed and paid up share capital was Rs.
64,82,64,850/- divided into 6,48,26,485 equity shares of Rs. 10 each.
During the year under review, the Company has allotted 41,44,000 equity
shares of Rs. 10/- each on preferential basis to the promoters/promoter
group, at a price of Rs. 150/- per share.
The Company has passed the special resolution vide postal ballot on
21st May, 2013 for further allotment of 58,00,000 equity shares of the
Company to the promoters/promoter group. With the said allotment, the
paid-up capital of the Company will stands increased to Rs.
70,62,64,850/- divided into 7,06,26,485 fully paid up equity shares of
Rs. 10/- each.
7. Human resources:
The Company has always attached maximum importance for development of
human resource, the vital asset responsible for continued success of
the Company. The Company is continuously renewing and updating the
knowledge and skill of its employees at all levels through training and
development.
Our relentless effort to improve the performance of our employees by
sharpening and honing their knowledge, skill and most importantly
attitude continues to receive high priority.
As on 31st March, 2013, your Company had 791 employees on its rolls.
The Company continues to focus on recruitment and retention, giving
priority to meritocracy and ensuring that performance is recognised and
subsequently rewarded in an appropriate manner.
Your Company wishes to put on record its deep appreciation for the
co-operation and efforts of its employees for the betterment of the
organisation.
8.Listing of Equity Shares:
Your Company''s equity shares are listed on National Stock Exchange of
India Limited
(NSE) and the Bombay Stock Exchange Limited (BSE) and annual listing
fee for the current "financial year to both these exchanges has been
paid by the Company.
9. Directors'' responsibility statement:
Pursuant to the requirements of section 217(2AA) of the Companies Act,
1956, it is hereby confirmed
i) That in the preparation of the annual accounts, applicable
accounting standards have been followed along with proper explanation
relating to material departures;
ii) That the Directors have selected such accounting policies and
applied them consistently, and made reasonable and prudent judgments
and estimates so as to give a true and fair view of the Company''s state
of affairs at the end of the "financial year, and of the profit or loss
of the Company for the period under review;
iii) That the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities;
iv) That the Directors have prepared the annual accounts for the period
ended 31st March, 2013 on a going concern basis.
10. Particulars of employees:
Statement under Section 217(2A) of the Companies Act, 1956 read with
the Companies (Particulars of Employees) Rules, 1975, as amended, is
given in Annexure I to this report.
11. Conservation of energy:
Information pursuant to Section 217(1)(e) of the Companies Act, 1956
read with the Companies (Disclosure of Particulars in the Report of
Board of Directors) Rules, 1988 and forming part of the Directors''
Report for the "financial year ended 31st March, 2013 are given in
Annexure II to this report.
12. Foreign exchange:
Your Company earned foreign exchange of Rs. 7,49,131.52 lacs from gold
jewellery export and suitable steps have been taken for exploring the
new markets in various countries. Foreign exchange outgo and earning
details appear in Item no. 36 and 37 of Notes to Accounts for the year
under review.
13. Related party transaction:
A statement of related party transactions pursuant to Accounting
Standard 18 forms a part of this report.
14. Auditors:
The auditors M/s Chaturvedi & Partners retire at the conclusion of the
ensuing Annual General Meeting and being eligible, offer themselves for
re-appointment.
15. Directors:
Mr. Dwarka Prasad Mathur and Mr. Satish Chandra Chaturvedi retire by
rotation and being eligible, offer themselves for re- appointment.
16. Acknowledgement:
Your Directors take this opportunity to offer their thanks and deep
sense of gratitude for the cooperation and support received from the
government authorities, "financial institution/ banks, customers,
vendors, shareholders and the society at large. We would also like to
place on record, our sincere appreciation for the total commitment,
dedication, contribution and hard work of employees across all levels.
The credit for the Company''s achievement goes to them. We are deeply
grateful to our shareholders for the confidence and faith reposed on
us. Your Company looks forward to their continued cooperation in
realisation of the corporate goals in the years ahead.
By order of the Board
25A Camac Street
Kolkata-700 016
Date: 27th May, 2013 Chairman
Mar 31, 2012
The Directors have pleasure in presenting the tenth annual report of
the Company, together with the audited statement of accounts for the
year ended 31st March 2012.
1. Financial results
For the year ended 31st March 2012 (Rs in lacs) 2011 (Rs in lacs)
Revenue from Operation 659,361.26 524,315.28
Other incomes 8,053.08 1,479.62
Total revenue 667,414.34 525,794.90
Profit before interest,
depreciation, and tax 44,619.02 34,035.32
Less: Depreciation/
amortisation 2,239.10 597.63
Less: Interest and finance
charge (Net) 12,649.80 6,833.11
Profit before tax 29,730.12 26,604.58
Provision for taxes 371.76 219.76
Profit after tax 29,358.36 26,384.82
2. Dividend:
Keeping in view the growth made by the Company and the shareholders
support received, your Directors are pleased to recommend a dividend of
Rs6.00 per share, (60%) of Rs10 each on the equity share capital of
Rs606,824,850 for the year ended 31st March 2012. Thus the dividend for
the year ended 31st March 2012, aggregating to Rs4,231.60 lacs
(including Corporate Dividend Tax of Rs590.65 lacs) as compared to
Rs4,245.66 lacs (including Corporate Dividend Tax of Rs604.72 lacs) in
the previous year. The dividend, if approved by the shareholders will
be paid to those members whose names appear on the Register of Members
on 17th August 2012.
3. Operations:
The Company's revenue from operation were Rs659,361.26 lacs for the year
ended 31st March 2012 as compared with Rs524,315.28 lacs for the
previous year. Thus, there has been an increase in turnover of 25.76 %.
The Company's profit after tax grew by 11.27 % to Rs29,358.36 as
compared with Rs26,384.82 lacs for the previous year.
4. Subsidiary companies:
The Statement of the holding Company's interest in subsidiary
companies, namely, Gokul Jewellery House Private Limited, Easy Fit
Jewellery Limited, Sumit Jewels Private Limited, Shree Ganesh Jewellery
House FZE, Gaja Finance Private Limited, Shree Ganesh Jewellery House
(Singapore) Pte Ltd. Veeyu India Private Limited and Alex Mercury
Power Private Limited as specified in sub-section (3) of Section 212 of
the Companies Act, 1956 is attached to the report and accounts of the
Company.
5. Human resources:
The Company has always attached maximum importance for development of
human resource, the vital asset responsible for continued success of
the Company. The Company is continuously renewing and updating the
knowledge and skill of its employees at all levels through training and
development.
Our relentless effort to improve the performance of our employees by
sharpening and honing their knowledge, skill and most importantly
attitude continues to receive high priority.
As on 31st March 2012, your Company had 816 employees on its rolls. The
Company continues to focus on recruitment and retention, giving
priority to meritocracy and ensuring that performance is recognised and
subsequently rewarded in an appropriate manner.
Your Company wishes to put on record its deep appreciation for the
co-operation and efforts of its employees for the betterment of the
organisation.
6. Listing of Equity Shares:
Your Company's equity shares are listed on National Stock Exchange of
India Limited (NSE) and the Bombay Stock Exchange Limited (BSE) and
annual listing fee for the current financial year to both these
exchanges has been paid by the Company.
7. Directors' responsibility statement:
Pursuant to the requirements of section 217(2AA) of the Companies Act,
1956, it is hereby confirmed
i) That in the preparation of the annual accounts, applicable
accounting standards have been followed along with proper explanation
relating to material departures;
ii) That the Directors have selected such accounting policies and
applied them consistently, and made reasonable and prudent judgments
and estimates so as to give a true and fair view of the Company's state
of affairs at the end of the financial year, and of the profit or loss
of the Company for the period under review;
iii) That the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities;
iv) That the Directors have prepared the annual accounts for the period
ended 31st March 2012 on a going concern basis.
8. Particulars of employees:
Statement under Section 217(2A) of the Companies Act, 1956 read with
the Companies (Particulars of Employees) Rules, 1975, as amended, is
given in Annexure I to this report.
9. Conservation of energy:
Information pursuant to Section 217(1)(e) of the Companies Act, 1956
read with the Companies (Disclosure of Particulars in the Report of
Board of Directors) Rules, 1988 and forming part of the Directors'
Report for the financial year ended 31st March 2012 are given in
Annexure II to this report.
10. Foreign exchange:
Your Company earned foreign exchange of Rs525,714.64 lacs from gold
jewellery export and suitable steps have been taken for exploring the
new markets in various countries. Foreign exchange outgo and earning
details appear in Item no. 37 of Notes to Accounts for the year under
review.
11. Related party transaction:
A statement of related party transactions pursuant to Accounting
Standard 18 forms a part of this report.
12. Auditors:
The auditors M/s Chaturvedi & Partners retire at the conclusion of the
ensuing Annual General Meeting and being eligible, offer themselves for
re-appointment.
13. Directors:
Mr. Pawan Singh Ingty and Mr. Sharad Mohata retire by rotation and
being eligible, offer themselves for re-appointment.
14. Acknowledgement:
Your Directors take this opportunity to offer their thanks and deep
sense of gratitude for the cooperation and support received from the
government authorities, financial institution/banks, customers,
vendors, shareholders and the society at large. We would also like to
place on record, our sincere appreciation for the total commitment,
dedication, contribution and hard work of employees across all levels.
The credit for the Company's achievement goes to them. We are deeply
grateful to our shareholders for the confidence and faith reposed on
us. Your Company looks forward to their continued cooperation in
realisation of the corporate goals in the years ahead.
By order of the Board
25A Camac Street
Kolkata- 700 016
Dated: 24th May, 2012 Chairman
Mar 31, 2011
Dear Shareholder
The Directors have pleasure in presenting the ninth annual report of
the Company, together with the audited statement of accounts for the
year ended 31 March 2011.
1. Financial results
For the year ended 31 March 2011 (Rs. in crs) 2010 (Rs. in crs)
Sales 5,240.74 2,949.92
Other incomes 64.37 52.51
Total revenue 5,305.11 3,002.43
Profit before interest,
depreciation, and tax 392.31 251.54
Less: Depreciation/amortisation 5.97 2.32
Less: Interest and finance charge 120.29 78.21
Profit before tax 266.05 171.01
Provision for taxes 2.20 5.13
Profit after tax 263.85 165.88
Proposed dividend 36.40 12.13
Dividend tax 6.04 2.01
Transfer to general reserve 26.38 16.58
2. Dividend:
Keeping in view the growth made by the Company and the shareholder
support * received, your Directors have recommended a dividend of Rs.
3.00 per equity share, of Rs. 10 each on the equity share capital of
Rs. 606,824,850 for the year under review. The dividend, if approved
by the shareholders will be paid to those members whose names appear on
the Register of Members on 19 August 2011.
3. Operations:
The Company's sales were Rs. 5,240.74 crs for the year ended 31 March
2011 as compared with Rs. 2,949.92 crs for the previous year. Thus,
there has been an increase in turnover of 77.66 %. The Company's profit
after tax grew by 59.06 % to Rs. 263.85 crs as compared with Rs. 165.88
crs for the previous year.
4. Capital:
The issued, subscribed and paid-up share
capital of the Company was Rs. 485,459,880 comprising 48,545,988 equity
shares of Rs. 10 each. Further, the Company issued 12,136,497 equity
shares (net issue) of Rs. 10 each through Initial Public Offer (IPO)
The issued, subscribed , and paid-up share capital of the Company now
stands at Rs. 606,824,850.
5. Subsidiary companies:
The Statement of the holding Company's interest in subsidiary
companies, namely,,Gokul Jewellery House Private Limited, Easy Fit
Jewellery Private Limited, Sumit Jewels Private Limited, Shree Ganesh
Jewellery House FZE, Gaja Finance Private Limited and Shree Ganesh
Jewellery House (Singapore) Pte Ltd. as specified in sub-section (3) of
Section 212 of the Companies Act, 1956 is attached to the report and
accounts of the Company.
6. Human resources:
As on 31 March 2011, your Company had 769 employees. Human resources
continue to be a prime area of attention and importance for your
Company. In its relentless pursuit of excellence, the Company continues
to focus on recruitment and retention, giving priority to meritocracy
and ensuring that performance is recognised and subsequently rewarded
in an appropriate manner.
Your Company wishes to put on record its deep appreciation for the
co-operation and efforts of its employees for the betterment of the
organisation.
7. IPO and listing:
The Company successfully completed its Initial Public Offering of
shares in April, 2010 and the shares of the Company got listed on the
National Stock Exchange (NSE) & Bombay Stock Exchange (BSE) on 9 April
2010.
8. Directors' responsibility statement:
Pursuant to the requirements of section 217(2AA) of the Companies Act,
1956, it is hereby confirmed
a. That in the preparation of the annual accounts, applicable
accounting standards have been followed along with proper explanation
relating to material departures;
b. That the Directors have selected such accounting policies and
applied them consistently, and made reasonable and prudent judgments
and estimates so as to give a true and fair view of the Company's state
of affairs at the end of the financial year, and of the profit or loss
of the Company for the period under review;
c. That the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
" provisions of this Act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities;
d. That the Directors have prepared the annual accounts for the period
ended 31 March 2011 on a going concern basis.
9. Particulars of employees:
' Statement under Section 217(2A) of the Companies Act, 1956 read with
the Companies (Particulars of Employees) Rules, 1975, as
amended, is given in Annexure I to this report.
10. Conservation of energy:
Information pursuant to Section 217(1)(e) of the Companies Act, 1956
read with the Companies (Disclosure of Particulars in the Report of
Board of Directors) Rules, 1988 and forming part of the Directors'
Report or the financial year ended 31 March 2011 are given in Annexure
II to this report.
11. Foreign exchange:
Your Company earned foreign exchange of Rs. 4,628.84 crs from gold
jewellery export. Foreign exchange outgo and earning details appear in
Item no. 13 of Notes to Accounts for the year under review.
12. Related party transaction:
A statement of related party transactions pursuant to Accounting
Standard 18 forms a part of this report.
13. Auditors:
The auditors M/s Chaturvedi & Partners retire at the conclusion of the
ensuing Annual General Meeting and being eligible, offer themselves for
re-appointment.
14. Directors:
Mr. Satish Chandra Chaturvedi and Mr. Dwarka Prasad Mathur retire by
rotation and being eligible, offer themselves for re-appointment.
15. Acknowledgement:
Your Directors acknowledge with gratitude, the commitment and
dedication of the employees, their untiring personal efforts and
collective contributions at all levels that has led to the growth and
success of the Company. The Directors would also like to thank other
stakeholders including banks and business associates who have continued
to provide support and encouragement to the Company.
By order of the Board
25A Camac Street Nilesh Parekh
Kolkata- 700 016 Chairman
Dated - 26.05.2011
Mar 31, 2010
The Directors have pleasure in presenting the eighth annual report of
the Company, together with the audited statement of accounts for the
year ended 31 March 2010.
1. Financial results
For the year ended 31 March 2010 2009
(Rs. in crs)(Rs. in crs)
Sales 2,949.92 2,148.50
Other incomes 52.51 69.69
Total revenue 3,002.43 2,218.19
Profit before interest, depreciation, and tax 251.54 201.51
Less: Depreciation/amortisation 2.32 1.83
Less: Interest and finance charge 78.21 66.23
Profit before tax 171.01 133.44
Provision for taxes 5.13 0.99
Profit after tax 165.88 132.45
Proposed dividend 12.13 2.42
Dividend tax 2.01 0.41
Transfer to general reserve 16.58 Nil
2. Dividend:
Keeping in view the growth made by the Company and the shareholder
support received, your Directors have recommended a dividend of Rs. 2
per equity share, of Rs. 10 each on the equity share capital of Rs.
606,824,850 for the year under review. The dividend, if approved by the
shareholders will be paid to those members whose names appear on the
Register of Members on 26 August 2010.
3. Operations:
The Companys sales were Rs. 2,949.92 crs for the year ended 31 March
2010 as compared with Rs. 2,148.50 crs for the previous year. Thus,
there has been an increase in turnover of 37%. The Companys profit
after tax grew by 25% to Rs. 165.88 crs as compared with Rs. 132.45 crs
for the previous year.
4. Capital:
The issued, subscribed and paid-up share capital of the Company was Rs,
242,729,940/- comprising 24,272,994 equity shares of Rs. 10 each. The
Company issued bonus shares in the ratio of 1:1, thereby increasing the
capital to Rs. 485,459,880 comprising 48,545,988 equity shares of Rs.
10 each. Further, the Company issued 12,136,497 equity shares (net
issue) of Rs. 10 each through Initial Public Offer (IPO) The issued,
subscribed and paid-up share capital of the Company now stands at Rs.
606,824,850.
5. Subsidiary companies:
The Statement of the holding Companys interest in subsidiary
companies, namely, Gokul Jewellery House Private Limited, Easy Fit
Jewellery Private Limited and Shree Ganesh Jewellery House (Singapore)
Pte Ltd. as specified in sub- section (3) of Section 212 of the
Companies Act, 1956 is attached to the report and accounts of the
Company.
6. Human resources:
As on 31 March 2010, your Company had 655 employees. Human resources
continue to be a prime area of attention and importance for your
Company. In its relentless pursuit of excellence, the Company continues
to focus on recruitment and retention, giving priority to meritocracy
and ensuring that performance is recognised and subsequently rewarded
in an appropriate manner.
Your Company wishes to put on record its deep appreciation for the
co-operation and efforts of its employees for the betterment of the
organisation.
7. IPO and listing:
The Company successfully completed its Initial Public Offering of
shares in April 2010, and the shares of the Company got listed on the
National Stock Exchange (NSE) & Bombay Stock Exchange (BSE) on 9 April
2010.
8. Directors responsibility statement:
Pursuant to the requirements of section 217(2AA) of the Companies Act,
1956, it is hereby confirmed
a. That in the preparation of the annual accounts, applicable
accounting standards have been followed along with proper explanation
relating to material departures;
b. That the Directors have selected such accounting policies and
applied them consistently, and made reasonable and prudent judgments
and estimates so as to give a true and fair view of the Companys state
of affairs at the end of the financial year, and of the profit or loss
of the Company for the period under review;
c. That the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities;
d. That the Directors have prepared the annual accounts for the period
ended 31 March 2010 on a going concern basis.
9. Particulars of employees:
Statement under Section 217(2A) of the Companies Act, 1956 read with
the Companies (Particulars of Employees) Rules, 1975, as amended, is
given in Annexure II to this report.
10. Conservation of energy:
Information pursuant to Section 217(1)(e) of the Companies Act, 1956
read with the Companies (Disclosure of Particulars in the Report of
Board of Directors) Rules, 1988 and forming part of the Directors
Report or the financial year ended 31 March 2010 are given in Annexure
III to this report.
11. Foreign exchange:
Your Company earned foreign exchange of Rs. 2,829.03 crs from gold
jewellery export. Foreign exchange outgo and earning details appear in
Item 13 of Notes to Accounts for the year under review.
12. Related party transaction:
A statement of related party transactions pursuant to Accounting
Standard 18 forms a part of this report.
13. Auditors:
The existing Auditors of the Company, M/s BSR & Associates, retiring
auditors expressed their unwillingness for being re- appointed as
Auditors. M/s Chaturvedi & Partners gave their consent for being
appointed as Auditors of the Company.
14. Directors:
Mr. Pawan Singh Ingty and Mr. Sharad Mohata retire by rotation and
being eligible, offer themselves for re- appointment.
15. Acknowledgement:
Your Directors acknowledge with gratitude, the commitment and
dedication of the employees, their untiring personal efforts and
collective contributions at all levels that has led to the growth and
success of the Company. The Directors would also like to thank other
stakeholders including banks and business associates who have continued
to provide support and encouragement to the Company.
By order of the Board
Nilesh Parekh
Chairman
25A Camac Street, Kolkata- 700 016
Dated - 19 May 2010