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Directors Report of Swarnasarita Gems Ltd.

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting their 23rd Annual Report on the Audited Statement of Accounts for the Financial Year ended March 31, 2015.

1. FINANCIAL RESULTS

Amt. in Rs.

Consolidated

Particulars 2014-2015 2013-2014

Gross Income 2437728547 1723329597

Profit Before Interest and Depreciation 81268669 40025208

Finance Charges 32853087 13160412

Provision for Depreciation 1349696 835041

Net Profit Before Tax 47065886 26029755

Provision for Tax 15103188 5232783

Net Profit After Tax 31962698 20796971

Balance of Profit brought forward 399090482 378293511

Balance available for appropriation 0 0

Proposed Dividend on Equity Shares 0 0

Tax on proposed Dividend 0 0

Transfer to General Reserve 0 0

Surplus carried to Balance Sheet 431053180 399090482

Amt. in Rs.

Standalone

Particulars 2014-2015 2013-2014

Gross Income 2431461302 1718325655

Profit Before Interest and Depreciation 79339344 35083641

Finance Charges 32853087 8074204

Provision for Depreciation 1185836 671181

Net Profit Before Tax 45300421 26338256

Provision for Tax 14351626 5232783

Net Profit After Tax 30948795 21105473

Balance of Profit brought forward 399615142 378509670

Balance available for appropriation 0 0

Proposed Dividend on Equity Shares 0 0

Tax on proposed Dividend 0 0

Transfer to General Reserve 0 0

Surplus carried to Balance Sheet 430563937 399615143

2. Brief description of the Company's working during the year/State of Company's affair

The consolidate total income increased from Rs. 17,23,32,9597/- to Rs. 2,43,77,28,547/- increase of 41.45% over the previous financial year. The consolidated Net Profit after Tax increase from Rs. 2,07,96,971/- to Rs. 3,19,62,698/-, a growth of 53.69% over the previous financial year. The detailed analysis of the consolidated results forms part of the Management Discussion & Analysis Report provided separately as part of the Annual Report.

The standalone total income increase from Rs. 1,71,83,25,655/- to Rs. 2,43,14,61,302/- an increase of 41.50% over the previous financial year. The standalone Profit After Tax increase from Rs. 2,11,05,473/- to Rs. 3,09,48,795/- an increase of 46.64% over the previous financial year.

3. DIVIDEND

Your Directors do not recommend any dividend for the financial year ended March 31, 2015 in view to conserve the resources of the Company for any future expansion programme.

4. SHARE CAPITAL

The Paid-up Equity Share Capital of the Company as on 31st March, 2015 is Rs. 20,87,68,000/- comprising of 20876800 shares of Rs. 10/- each. During the year under review, the Company has not issued any equity shares.

5. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mr. Sunil Jain, Director retires by rotation at the forthcoming Annual General Meeting and being eligible, offers himself for reappointment.

During the year, Mrs. Asha Chordia was appointed as an Additional Director designated as Executive Director, of the Company. Further, Mr. Rajendra Chordia has resigned as Director of the Company w.e.f. 18th March, 2015.

Ms. Khushbu Gupta has been appointed as the Company Secretary of the Company w.e.f. 29th May, 2015. and Mr. Sanket Dangi has been appointed as the Chief Financial Officer of the Company w.e.f 05th July, 2015.

6. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(3) (c) & 134(5) of the Companies Act, 2013, the Board of Directors of the Company hereby confirms 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 state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period;

(c) 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) the Directors have prepared the annual accounts on a going concern basis; and

(e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

(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.

7. PARTICULARS OF MANAGERIAL REMUNERATION

The information required pursuant to Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, is enclosed as Annexure I and forms part of this Report.

8. NUMBER OF BOARD MEETINGS

A calendar of meetings is prepared and circulated in advance to the Directors. During the year, Six (6) Board Meetings were convened and held, the details of which are given in the Corporate Governance Report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and the Listing Agreement.

9. BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Committees. The Directors expressed satisfaction with the evaluation process. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

10. INDEPENDENT DIRECTORS

The Independent Directors have submitted their disclosure to the Board that they fulfill all the requirements as to qualify for their appointment as Independent Director, under the provisions of section 149 of the Companies Act, 2013 as well as Clause 49 of the Listing Agreement.

11. NOMINATION AND REMUNERATION POLICY

The Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors. This policy also lays down criteria for selection and appointment of Board Members. The details of this policy are explained in the Corporate Governance Report.

12. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES

As on March 31, 2015, your Company has one subsidiary.

13. STATUTORY AUDITORS' AND AUDITORS' REPORT

M/s Suresh Anchaliya & co., Chartered Accountants, who are the statutory auditors of the Company, hold office until the conclusion of the ensuing AGM to be held for the Financial Year ended 2019 and are eligible for re-appointment . As required by the provision of the Companies Act, 2013, their appointment should be ratified by members each year at the AGM.

AUDITORS' REPORT:

The Board has duly reviewed the statutory Auditors' Report on the Accounts. The observations and comments appearing in the Auditors' Report are self-explanatory and do not call for any further explanations/comments/clarification by the Board.

14. SECRETARIAL AUDIT

In terms of Section 204 of the Act and Rules made there under, M/s. Deep Shukla & Associates, Practicing Company Secretaries have been appointed Secretarial Auditors of the Company. The Secretarial Audit Report is enclosed as Annexure V to this report.

Explanation under Section 134(3)(f)(ii) of the Companies Act, 2013:

Appointment of Company Secretary:

The Board of Directors, after extensive search of suitable candidate, was in a position to appoint a Company Secretary in the whole time in employment w.e.f. 29th May 2015.

Appointment of Chief Financial Officer:

The appointment of Chief Financial Officer of the Company was made w.e.f. 12th August 2015 as no suitable candidate was available as per the appointment criteria of the Company.

15. INTERNAL AUDIT & CONTROLS

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit function is defined in the Internal Audit Manual. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board and to the Managing Director.

The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal Control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observation and recommendations along with corrective actions thereon are presented to the Audit Committee of the Board.

Further, M/s. Hiran & Associates, Chartered Accountants issued their Internal Audit Report for the financial year ended 31st March 2015.

16. EMPLOYEES' STOCK OPTION PLAN

The Company has not provided stock options to any employee of the Company.

17. VIGIL MECHANISM

In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for Directors and employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the website of the Company at www.swarnsarita.com. The employees of the Company are made aware of the said policy at the time of joining the Company.

18. RISK MANAGEMENT POLICY

The Company has laid down the procedure to inform the Board about the risk assessment and minimization procedures. These procedures are reviewed by the Board annually to ensure that there is timely identification and assessment of risks, measures to mitigate them, and mechanisms for their proper and timely monitoring and reporting.

19. EXTRACT OF ANNUAL RETURN:

The details forming part of the Extract of the Annual Return in Form MGT-9, as required under Section 92 of the Companies Act, 2013 is included in this Report as Annexure II and forms part of this Report.

20. DEPOSITS

The Company has not accepted nor renewed any fixed deposits during the FY 2014-2015.

21. LOANS, INVESTMENTS & GUARANTEES

Particulars of loan given, investments made, guaranttes given and securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient are provided in the notes to the standalone financial statement. (Please refer to Note Nos. 3, 8 & 10 to the standalone financial statement).

22. RELATED PARTY TRANSACTIONS

The particulars of every contract or arrangements entered into by the Company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 shall be disclosed in Form No. AOC-2.As Annexure III.

23. CORPORATE GOVERNANCE CERTIFICATE

A Report on Corporate Governance alongwith a certificate from the Auditors of the Company regarding the compliance of conditions of corporate governance as stipulated under Clause 49 of the Listing Agreement forms a part of this Annual Report.

24. MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report, which gives a detailed state of affairs of the Company's operations form a part of this Annual Report.

25. CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

As the Company is not covered in the list of industries required to furnish information in form "A" relating to Conservation of Energy, the same is not given. Even though its operations are not energy-intensive, significant measures are taken to reduce energy consumption by using energy - efficient equipment. The Company regularly reviews power consumption and thereby achieve cost savings.

However, as a part of the Company's conservation of energy programme, the management has appealed to all the employees/ workers to conserve energy. The management has set up an on-going process for optimum utilization of machines. The measures taken have resulted in saving in cost of production, power consumption and processing time.

RESEARCH AND DEVELOPMENT (R&D)

R & D is focused on the development of new products both for export and domestic markets. Due emphasis is placed on improving quality standards with enhanced customer satisfaction. This was primarily achieved through process improvements, control on systems, reduction of waste and energy conservation. Effective use of tools and small group activities with the technological support resulted in controlling the variations in process, maximizing the productivity and minimizing the cost of production.

TECHNOLOGY ABSORPTION

Company's products are manufactured by using in-house know how and no outside technology is being used for manufacturing activities. Therefore no technology absorption is required. The Company constantly strives for maintenance and improvement in quality of its products and entire Research & Development activities are directed to achieve the aforesaid goal.

FOREIGN EXCHANGE

The Company has transaction in foreign currencies are normally recorded at the average exchange rate prevailing during the period of transaction.

FOREIGN CURRENCY TRANSACTIONS:-

Particulars For the Year For the Year Ended on Ended on March March 31, 2015 31, 2014

Remittance in Foreign Exchange Nil Nil

Earning in Foreign Exchange 74,46,07,665/- Nil

"Export Sales 73,36,37,670/- Nil

26. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

During the year, the Company has transferred a sum of Rs. 2,34,999/- to Investor Education & Protection Fund, the amount which was due and payable and remained unclaimed and unpaid for a period of seven years, for the F.Y. 2006-2007 as provided under the Companies Act, 2013. So far a total sum of Rs. 2,34,999/- has been transferred to the fund.

27. GENERAL

During the year under review, no revision was made in the financial statement of the Company.

During the year ended 31st March, 2015, there were no cases filed/reported pursuant to the Sexual Harassment of women at workplace (Prevention, Prohibition and Redressal) Act, 2013.

The Company confirms that it has paid the Annual Listing Fees for the year 2015-2016 to BSE where the Company's Shares are listed.

During the year under review, no significant and material orders were passed by the regulators or courts or tribunals impacting the going concern status and Company's operations.

28. HUMAN RESOURCES

Your Company treats its "human resources" as one of its most important assets.

Your Company continuously invests in attraction, retention and development of talent on an ongoing basis. A number of programs that provide focused people attention are currently underway. Your Company thrust is on the promotion of talent internally through job rotation and job enlargement.

29. ACKNOWLEDGEMENT

The Directors would like to thank all shareholders, customers, bankers, suppliers and everybody else with whose help, cooperation and hard work the Company is able to achieve the results. The Directors would also like to place on record their appreciation of the dedicated efforts put in by the employees of the Company.

For Swarnsarita Gems Limited

Mahendra M. Chordia Managing Director DIN:00175686

Sunil Jain Executive Director DIN: 00175748

Place: Mumbai Date: 22nd August, 2015






Mar 31, 2014

The Members of

SWARNSARITA GEMS LIMITED

The Directors have pleasure in presenting the 22nd Annual Report on the operations of the Company together with the Audited Accounts for the year ended 31st March, 2014.

FINANCIAL HIGHLIGHTS: (Rs. in Lacs) Particulars Year ended Year ended 31.03.2014 31.03.2013

Total Income 17233.29 15808.65

Profit / (Loss) Before Depreciation & Taxes 268.64 210.50

Less: Depreciation 8.35 7.55

Profit / (Loss) Before Tax 260.29 202.95

Less: Provision for Current Tax 52.69 41.04

Less: Provision for Deferred Taxation (0.36) 0.48

Less: Earlier Tax 0.00 2.58

Profit / (Loss) After Tax for the year 207.97 158.85

Add: Balance in Reserves & Surplus 3782.93 3746.21 Less: Appropriations

Proposed Dividend 0.00 104.38

Taxes on Dividend 0.00 17.74

Dividend Rounding off - -

Closing Balance 3990.90 3782.94

BUSINESS OUTLOOK:

During the year under the review, the company has earned Profit before tax of Rs.260.29 lacs.Whereas Profit after tax was of Rs.207.97 lacs as against Profit before tax of Rs.202.95 lacs and Profit after tax of Rs.158.85 lacs for the corresponding previous year.

DIVIDEND:

Your Directors do not recommend any dividend for the financial year ended March 31, 2014 in view to conserve the resources of the Company for any future expansion programme.

DIRECTORS:

As per the provisions of the Companies Act, 2013, Mr. Rajendra Chordia, Director of the Company, retires by rotation and being eligible; offers himself for re-appointment at the ensuing Annual General Meeting.

Further, Mr. Ganpat Karnawat resigned as Director of the Company with effect from March 29, 2014 and Mr. Vishal Nolkha was appointed as an Additional Director of the Company with effect from March 29, 2014.

The Companies Act, 2013 (the Act) provides for appointment of independent directors. Sub-section (10) of Section 149 of the Companies Act, 2013 (effective from April 1, 2014) provides that independent directors shall hold office for a term of up to five consecutive years on the Board of a company; and shall be eligible for re-appointment on passing of special resolution by the shareholders of the company.

Sub-section (1) states that no independent director shall be eligible for more than two consecutive terms of five years. Sub-section (13) states that the provisions of retirement by rotation as Defined in sub-sections (6) and (7) of Section 152 of the Act shall not apply to such independent directors.

The non-executive independent directors were appointed as directors liable to retire by rotation under the provisions of the erstwhile Companies Act, 1956. The Board of Directors has been advised that non executive (independent) directors so appointed would continue to serve the term that was ascertained at the time of appointment as per the resolution pursuant to which they were appointed. Therefore, it stands to reason that only those non-executive (independent) directors who will complete their present term at the ensuing AGM of the Company in 22nd September 2014, being eligible and seeking re-appointment, be considered by the shareholders for re-appointment for a term of upto five consecutive years.

Non-executive (independent) directors who do not complete their term at the ensuing AGM, will continue to hold office till the expiry of their term (based on retirement period calculation) and thereafter would be eligible for re-appointment for a fixed term in accordance with the Companies Act, 2013.

Further Mr. Vishal Nolka & Mr. Ashok Surana were appointed as the Independent Directors of the Company for a term of 5 consecutive years effective form April 1, 2014 upto March 31, 2019

RECONSTITUTION OF COMMITTEES OF THE COMPANY AND SUBSEQUENT RENAMING OF THE SAME AS PER PROVISIONS OF THE COMPANIES ACT, 2013:

Based on the relevant provisions of the Companies Act, 2013, the committees of the Company are renamed as under. Further, due to changes in the composition of the Board of Directors, Committees of the Company also stand reconstituted as under:

Audit Committee:

Names of Directors Category

Mr. Ashok Surana Chairman & Non-Executive Independent

Mr. Sanjay Kothari1 Non-Executive Independent

Mr. Mahendra Chordia Executive Non Independent

Mr. Ganpat Karnawat2 Non-Executive Independent

Mr. Vishal Nolkha3 Non-Executive Independent

1 Resigned as Director w.e.f. 02nd May 2013.

2 Resigned as Director w.e.f. 29th March, 2014.

3 Appointment as an Additional Director w.e.f. 29th March, 2014.

Stakeholders Relationship (formerly Shareholders / Investors Grievance) Committee:

Names of Directors Category

Mr. Ashok Surana Chairman Non Executive Independent

Mr. Sanjay Kothari1 Non-Executive Independent

Mr. Ganapat Karnawat2 Non-Executive Independent

Mr. Mahendra Chordia Executive Non Independent

Mr. Vishal Nolkha3 Non-Executive Independent

1 Resigned as Director w.e.f. 02nd May 2013.

2 Resigned as Director w.e.f. 29th March, 2014.

3 Appointment as an Additional Director w.e.f. 29th March, 2014.

Nomination and Remuneration Committee (formerly Remuneration Committee):

Names of Directors Category

Mr. Ashok Surana Chairman & Non-Executive Independent

Mr. Sanjay Kothari1 Non-Executive Independent

Mr. Ganapat Karnawat2 Non Executive Independent

Mr. Mahendra Chordia Executive Non Independent

Mr. Vishal Nolkha3 Non-Executive Independent

1 Resigned as Director w.e.f. 02nd May 2013.

2 Resigned as Director w.e.f. 29th March, 2014.

3 Appointment as an Additional Director w.e.f. 29th March, 2014.

FIXED DEPSOITS:

The Company has not accepted any deposits from public and no amount of principle or interest was outstanding as of the Balance Sheet date.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

Since your Company does not own manufacturing facility, the particulars relating to the conservation of energy and technology absorption as prescribed u/s. 217 (1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 do not apply to the Company in respect of the year under reference.

Further, there is no foreign exchange earnings and outgo during the year under review.

PARTICULARS OF EMPLOYEES:

Information as per the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975 duly amended by the Companies (Particulars of Employees) Rules, 2011 for the year ended 31st March, 2014 is not applicable to the Company as none of the employees come within the ambit of said Rules.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the requirements of Section 217(2AA) of the Companies Act, 1956, your Directors confirm the following:

- That in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

- That the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2014 and of the Profit of the Company for the year ended on that date;

- 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;

- That the annual accounts for the year ended 31st March, 2014 has been prepared on a going concern basis.

AUDITORS:

M/s. Suresh Anchaliya & Co., Chartered Accountants, Mumbai, the Statutory Auditors of the Company retires at the conclusion of this Annual General Meeting and being eligible offers themselves for re-appointment.

AUDITORS'' REPORT:

M/s. Suresh Anchaliya & Co., Chartered Accountants, Mumbai, the Statutory Auditors of your Company, submitted their reports for the year ended March 31, 2014 which are self explanatory and requires no comments or explanation under Section 217(3) of the Companies Act, 1956.

SUBSIDIARY COMPANY:

The Company has made investment in Swarnasarita Realty Private Limited, of 100% by acquiring its share capital, thus making it the subsidiary of our Company.

Further Statement under Section 212 of the Companies Act, 1956 is enclosed herewith.

LISTING:

The shares of the company are listed at the Bombay Stock Exchange Limited, Mumbai. The Company has paid the annual listing fees to the BSE for the year 2014-2015.

CORPORATE GOVERNANCE:

Your Company is committed to maintain the highest standards of Corporate Governance. Your Directors adhere to the stipulations set out in the Listing Agreement with the Stock Exchange.

A report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the Stock Exchange, forms part of this Annual Report.

The Certifcate from the Statutory Auditors of the Company, M/s. Suresh Anchaliya & Co., confirming compliance of conditions of Corporate Governance as stipulated under the aforesaid Clause 49, is annexed to this Report.

ACKNOWLEDGEMENTS:

Your Directors take this opportunity to express their gratitude for the support and co-operation from the Outgoing Directors, Financial Institutions, Investors, Banks, Vendors, Members and Statutory Authorities. Your Directors express their deep appreciation to the Company''s employees at all levels for their unstinted efforts and valuable contributions during the year.

For and on behalf of the Board of Directors

Place : Mumbai Mahendra M Chordia Date : 22nd May, 2014 Chairman & Managing Director


Mar 31, 2013

To The Members of SWARNSARITA GEMS LIMITED

The Directors have pleasure in presenting the 21st Annual Report on the operations of the Company together with the Audited Accounts for the year ended 31st March, 2013.

FINANCIAL HIGHLIGHTS : (Rs. in Lacs)

Particulars Year ended Year ended 31.03.2013 31.03.2012

Total Income 15808.65 7233.36

Profit / (Loss) Before Depreciation & Taxes 210.50 159.72

Less: Depreciation 7.55 7.38

Profit / (Loss) Before Tax 202.95 152.34

Less: Provision for Current Tax 41.04 29.03

Less: Provision for Deferred Taxation 0.48 (3.11)

Less: Earlier Tax 2.58 (6.11)

Profit / (Loss) After Tax for the year 158.85 132.53

Add: Balance in Reserves & Surplus 3746.21 3729.13

Less: Appropriations

Proposed Dividend 104.38 99.28

Taxes on Dividend 17.74 16.10

Dividend Rounding off - 0.06

Closing Balance '' 3782.94 3746.22

BUSINESS OUTLOOK:

During the year under the review, the Company has earned profit before tax of Rs.202.95 lacs. Whereas profit after tax was of Rs. 158.85 lacs as against profit before tax of Rs. 152.34 lacs and profit after tax of Rs. 132.53 lacs for the corresponding previous year.

DIVIDEND:

Based on the Company''s performance, the Directors are pleased to recommend for approval of the members a dividend @ 5% [i.e. Rs.0.50 per equity share of Rs. 10/- each] on the capital of 20876800 equity share of Rs.10 each. The total cash outflow aggregate Rs.122.12 lacs on account of proposed dividend including dividend tax for the financial year 2012-13 resulting in payout of 76.88% of the unconsolidated profit of the Company.

DIRECTORS:

Mr. Ganpat Karnawat and Mr. Sunil Jain, Directors, retire by rotation and being eligible for re-appointment.

Mr. Sanjay Kothari, Director of the Company was resigned from the Company with effect from 02/05/2013. The directors place on record their appreciation of the invaluable contribution and guidance provided by Mr. Sanjay Kothari.

Mr. Sunderlal Bothra was appointed as an Additional Director of the Company on 02/05/2013 and is eligible for reappointment at the Annual General Meeting and whose period of office is liable to retirement by rotation.

Mr. Vallabhbhai N Patel Director of the Company has resigned from the Company with effect from 30/05/2013. The directors place on record their appreciation of the invaluable contribution and guidance provided by Mr. Vallabhbhai N Patel.

Mr. Rajendra Chordia has appointed as an Additional Director of the Company on 30/05/2013 and being eligible for reappointment at the Annual General Meeting and whose period of office is liable to retirement by rotation.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

Since your Company does not own manufacturing facility, the particulars relating to the conservation of energy and technology absorption as prescribed u/s. 217 (1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 do not apply to the Company in respect of the year under reference.

Further, there is no foreign exchange earnings and outgo during the year under review.

PARTICULARS OF EMPLOYEES:

Information as per the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975 duly amended by the Companies (Particulars of Employees) Rules, 2011 for the year ended 31st March, 2013 is not applicable to the Company as none of the employees come within the ambjt of said Rules.

DIRECTORS''RESPONSIBILITY STATEMENT:

Pursuant to the requirements of Section 217(2AA) of the Companies Act, 1956, your Directors confirm the following:

- That in the preparation of the annual accounts, the applicable accounting standards have been followed along with''proper explanation relating to material departures;

- That the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2013 and of the profit of the Company for the year ended on that date;

- 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;

- That the annual accounts for the year ended 31st March, 2013 has been prepared on a going concern basis.

SUBSIDIARY COMPANY AND CONSOUDATED FINANCIAL STATEMENTS:

The Company had one subsidiary as on March 31, 2013. The subsidiary Company in the business of real estate, since it become subsidiary there is no change in its business.

As required under the Listing Agreements entered into with the Stock Exchanges, a Consolidated Financial Statement of the Company and its subsidiary is attached. The Consolidated Financial Statement has been prepared in accordance with the relevant accounting standards as prescribed by the Act. The Consolidated Financial Statement discloses the assets, liabilities, income expenses and other detail of the Company and its subsidiary.

Pursuant to the provision of Section 212(8) of the Act, the Ministry of Corporate Affairs vide its circular dated February 8, 2011 has granted general exemption from attaching the Balance Sheet, Statement of Profit and Loss and other documents of the subsidiary companies with the Balance Sheet of the Company. A statement containing brief financial detail of the company''s subsidiaries for the financial year ended March 31, 2013 is included in the Annual report. The annual account of these subsidiary and the other related information will be made available to any member of the Company/its subsidiary at the Registered Office of the Company.

FIXED DEPOSIT:

The Company has not accepted any public deposits and as such, no amount on account of principal or interest on public deposits was outstanding as on the date of the Balance Sheet.

AUDITORS:

M/s. Suresh Anchaliya & Co., Chartered Accountants, Mumbai, the Statutory Auditors of the Company retires at the'' conclusion of this Annual General Meeting and being eligible offers themselves for reappointment.

AUDITORS'' REPORT:

M/s. Suresh Anchaliya & Co., Chartered Accountants, Mumbai, the Statutory Auditors of the Company, submitted their reports for the year ended March 31, 2013 which are self explanatory and requires no comments or explanation under Section 217(3) of the Companies Act, 1956.

LISTING:

The shares of the Company are listed at the Bombay Stock Exchange Limited, Mumbai. The Company has paid the annual listing fees to the BSE for the year 2013-2014.

CORPORATE GOVERNANCE:

Your Company is committed to maintain the highest standards of Corporate Governance. Your Directors adhere to the stipulations set out in the Listing Agreement with the Stock Exchanges.

A report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges, forms part of this Annual Report.

The Certificate from the Statutory Auditors of the Company, M/s. Suresh Anchaliya & Co., confirming compliance of conditions of Corporate Governance as stipulated under the aforesaid Clause 49, is annexed to this Report.

ACKNOWLEDGEMENTS:

Your Directors take this opportunity to express their gratitude for the support and co-operation from the''Outgoing Directors, Financial Institutions, Investors, Banks, Vendors, Members and Statutory Authorities. Your Directors express their deep appreciation to the Company''s employees at all levels for their unstinted efforts and valuable contributions during the year.



For and on behalf of the Board of Directors

Place : Mumbai Mahendra M Chordia

Date : 30th May, 2013 Chairman & Managing Director


Mar 31, 2012

To The Members of SWARNSARITA GEMS LIMITED

(Formerly known as Shyam Star Gems Limited)

The Directors have pleasure in presenting the 20th Annual Report on the operations of the Company together with the Audited Accounts for the year ended 31st March, 2012.

FINANCIAL HIGHLIGHTS

Particulars (Rs. In Lacs)

Year ended Year ended 31.03.2012 31.03.2011

Total Income 7233.36 1259.60

Profit / (Loss) Before Depreciation & Taxes 159.72 242.56

Less: Depreciation 7.38 8.06

Profit / (Loss) Before Tax 152.34 234.51

Less: Provision for Current Tax 29.03 35.00

Less: Provision for Deferred Taxation (3.11) (0.05)

Less: Earlier Tax (6.11) NIL

Profit / (Loss) After Tax for the year 132.53 199.55

Add: Balance in Reserves & Surplus 3729.13 3569.94

Less: Appropriations

Proposed Dividend 99.28 34.73

Taxes of Dividend 16.10 5.63

For dividend rounding off 0.06 NIL

Closing Balance 3746.22 3729.13

BUSINESS OUTLOOK

During the year under the review, the company has earned Profit before tax of 152.34 Lacs. Whereas Profit after tax was of 132.53 Lacs as against Profit before Tax of Rs. . 234.51 Lacs and Profit After Tax of Rs.. 199.55 Lacs for the corresponding previous year.

Further, the Company was granted an ISO 9001-2008 Certificate during the year under review.

DIVIDEND

The Directors are pleased to recommend dividend @5% [i.e. Re. 0.50 per Equity share of Rs. 10/- each] for financial year 2011 -2012. The dividend will be paid to members whosed names appear in the Register of Members as on Book closure Date; in respect of shares held in dematerialised form, it will be paid to members whose names are furnished by National Securities Depository Limited and Central Depository Services (India) Limited, as beneficial owners.

DIRECTORS:

Mr. Ashok Surana and Mr. Sanjay Kothari, Directors of the Companies, retire by rotation and being eligible; offer themselves for re-appointment at the ensuing Annual General Meeting.

Further, Mr. Rajendra Nolkha resigned as Director of the Company w.e.f. 11th August, 2012 and Mr. Sunil Jain was appointed as an Additional Director of the Company w.e.f. 11th August, 2012 respectively and is eligible for reappointment at the forthcoming Annual General Meeting.

The Board of Directors also recommended to appoint Mr. Sunil Jain as the Whole-time Director designated as Executive Director of the Company for a period of five years w.e.f. 11th August, 2012 whose period of office is liable to retire by rotation. Further, Mr. Sunil Jain is also designated as the Compliance officer of the company.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Since your Company does not own manufacturing facility, the particulars relating to the conservation of energy and technology absorption as prescribed u/s. 217 (1 )(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 do not apply to the Company in respect of the year under reference.

Further, foreign exchange outgo towards purchase of goods is to the tune of 2,58,47,960/- and however the Company has not earned any foreign exchange during the year under review.

PARTICULARS OF EMPLOYEES

Information as per the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975 duly amended by the Companies (Particulars of Employees) Rules, 2011 for the year ended 31st March, 2012 is not applicable to the Company as none of the employees come within the ambit of said Rules.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirements of Section 217(2AA) of the Companies Act, 1956, your Directors confirm the following:

- That in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

- 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 as at 31st March, 2012 and of the profit of the Company for the year ended on that date;

- 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;

- That the annual accounts for the year ended 31st March, 2012 has been prepared on a going concern basis.

AUDITORS

M/s. Suresh Anchaliya & Co, Chartered Accountants, the Auditors of the Company retires at the conclusion of this Annual General Meeting and being eligible offers themselves for reappointment.

AUDITORS' REPORT

M/s. Suresh Anchaliya & Co., Chartered Accountants, Mumbai, the Statutory Auditors of your Company, submitted their reports for the year ended 31st March, 2012 which are self explanatory and requires no comments or explanation under Section 217(3) of the Companies Act, 1956.

LISTING

The shares of the company are listed at the Bombay Stock Exchange Limited . The Company has paid the annual listing fees to the BSE for the year 2012-2013.

CORPORATE GOVERNANCE

Your Company is committed to maintain the highest standards of Corporate Governance. Your Directors adhere to the stipulations set out in the Listing Agreement with the Stock Exchanges.

A report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the Stock Exchange, forms part of this Annual Report.

The Certificate from the Auditors of the Company, M/s. Suresh Anchaliya & Co confirming compliance of conditions of Corporate Governance as stipulated under the aforesaid Clause 49, is annexed to this Report.

POSTAL BALLOT CONDUCTED DURING THE YEAR

Based on the recommendations and findings of the Audit committee, the Board of Directors has conducted the postal ballot for following proposal, which was approved by the members by requisite majority.

1 Sale of undertaking of the Company pursuant to Section 293(1 )(a) of the Companies Act, 1956.

ACKNOWLEDGEMENTS

Your Directors take this opportunity to express their gratitude for the support and co-operation from the Outgoing Directors, Financial Institutions, Investors, Banks, Vendors, Members and Statutory Authorities. Your Directors express their deep appreciation to the Company's employees at all levels for their unstinted efforts and valuable contributions during the year. For and on behalf of the Board of Directors

Place: Mumbai Mahendra Chordia

Date :11th August,2012 Chairman & Managing Director


Mar 31, 2010

The Directors have pleasure in presenting their 18th Annual Report together with the Audited Statements of Accounts of the Company for the year ended March 31, 2010.

FINANCIAL RESULTS:

31/03/2010 31/03/2909 (In Rs.) (In Rs.)

Profit/(Loss) before tax for the year (18,685,966) 168,035,545

Less: Provision for Current Taxes Excess prov. of earlier yrs. written back - -

Fringe Benefit Tax - (70,000)

Deferred Tax 15,470 (3780)

Profit/(Loss) After Tax for the Year (1,86,70,496) 167,961,765

Less: Proposed Dividend (3,472,700) -

Interim Dividend - (4,167,240)

Tax on Dividend (576,772) (708,223)

Transfer to General Reserve - -

Add: Profit/(Loss) brought forward 379,713,480 216,627,178

Profit/(Loss) Carried forward 356,993,512 379,713,480

PERFORMANCE: During the year the company incurred loss before tax of Rs. 18,685,966/- and Loss after tax of Rs. 18,670,496/- as against profit before tax of Rs. 168,035,545/- and profit after tax of Rs.167,961,765/- for the corresponding previous year The loss was incurred mainly due to fall in value of dollar vis-a-vis Indian rupee in respect of outstanding export payments which were realised during the year. Though the Industry is facing competition in the present market, the Management is hopeful for the growth of the Company in the coming years.

DIVIDEND:

The Directors are pleased to recommend a dividend @ 5% i.e. Re.0.50 per equity share of Rs.10/- each for financial year 2009-10.

DIRECTORS:

During the year under review, Mr. Savjibhai Patel and Mr. Ramesh Patel retire by rotation and being eligible offers themselves for reappointment at the forthcoming Annual General Meeting.

AUDITORS:

M/s RAVI & DEV, Chartered Accountants Auditors of the Company retire at the conclusion of this Annual Genetial Meeting. The members are requested to appoint auditors and to fix their remuneration.

Auditors Report : Auditors Report as issued by M/s RAVI & DEV, Chartered Accountants, Auditors of the Company is self explanatory and need not calls for any explanation by your Board.

FORFEITURE OF SHARE WARRANTS ISSUED ON PREFERENTIAL BASIS :

During the year under review, 500000 Share Warrants issued on preferential basis were forfeited due to non receipt of balance 90% amount due on such share warrants, which was one of the condition as mentioned in terms and conditions of said issue of share warrants.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The particulars regarding conservation of energy and technology absorption are not applicable to the Company. Further details regarding foreign exchange earnings and outgo are mentioned in Note Nos. 3 to 5 of Notes to Accounts under Schedule K.

FIXED DEPOSITS:

The Company has not accepted any loans or deposits from public in contravention of Section 58A of the Companies Act, 1956, and rules framed under the Companies (Acceptance of Deposits) Rules, 1975.

AUDIT COMMITTEE:

The Board of Directors have constituted an Audit Committee pursuant to Sec. 292A of the Companies Act, 1956 The Audit Committee consists of following members:

1) Mr. Rajesh J. Shah Chairman and Non-Executive, Independent

2) Mr. Rajiv Shah Non-Executive and Independent

3) Dr. Bhanuchandra M. Mewada Non-Executive and Independent

DIRECTORS RESPONSIBILITY STATEMENT as required pursuant to newly inserted Sec. 217(2AA):

i. that in the preparation of annual accounts for the Financial year 2009-2010, the applicable accounting standards had been followed along with proper explanation relating to material departures;

ii. that the directors had selected such accounting policies and applied them consistently and made judgements and estimated that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit or loss of the company for that period.

iii. that the directors had 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 had prepared the annual accounts on a going concern basis.

CORPORATE GOVERNANCE:

The company continued to believe in and accordingly upgrade itself with concept of Corporate Governance. The company has successfully maintained a code of Corporate Governance in alt its concerned operations comprehensively. Corporate Governance and Management Discussion & Analysis Report forms part of this Annual Report. The Company has obtained a Certificate from the Auditors for maintenance of Code of Corporate Governance.

PARTICULARS OF EMPLOYEES:

None of the employees of the company is in receipt of remuneration exceeding Rs.24,00,000/- Per annum, if employed for whole of the year or Rs. 2,00,000/- per month if employed for part of the year.

APPRECIATION:

Your Directors place on record their sincere appreciation of the service rendered by the employees of the Company and the Banks. Your Directors are also grateful to shareholders of the Company and local authorities for their continued valuable support and cooperation to the Company.

For and On behalf of the Board of Directors

SAVJI D. PATEL RAMESH PATEL MANAGING DIRECTOR CHAIRMAN

Place: Mumbai Date : 5th August, 2010





 
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