Home  »  Company  »  Uday Jewellery  »  Quotes  »  Directors Report
Enter the first few characters of Company and click 'Go'

Directors Report of Uday Jewellery Industries Ltd.

Mar 31, 2015

The Directors have pleasure in presenting the Sixteenth Annual Report together with the audited accounts of the Company for the financial year ended 31st March, 2015

1. FINANCIAL SUMMARY (Amt in Rs)

Particulars 31.03.2015 31.03.2014

Revenue from operations 24,65,12,918 20,33,26,372

Other Income 39,60,676 2,83,602

Profit before tax 1,46,02,935 93,10,955

Provision for Taxation 27,24,403 17,30,391

Profit after Tax 1,18,78,532 75,80,564

Losses Brought Forward (7,79,01,528) (8,54,82,092)

Balance carried to Balance Sheet (6,60,22,996) (7,79,01,528)

2. STATE OF COMPANY'S AFFAIRS:

The performance of the Company during the year 2014-15 exhibits an upward trend with signs of growth and development. The total revenue from operations rose to Rs. 2504.74 lakhs thereby generating a net profit after tax of Rs. 118.79 lakhs as compared to revenue of Rs. 2036.10 lakhs and profit of Rs. 75.81 lakhs in the last year.

According to the latest reports by GJEPC, the provisional gross export of Gold jewellery for the FY 2014 -15 shows growth of 17.77% as compared to 2013-14. The report said that "the growth stands testimony to the design and manufacturing excellence of the Indian G & J sector and a true reflection of PM Modi's 'Made in India' vision". The gem and jewellery industry ends the FY 2014-15 on an optimistic note also boosting your Company to take on expansion activities.

In view of the same, the company has recently setup an independent manufacturing unit in line with the latest technology and designs, catering to the growing demand of its clients and business associates. The in-house manufacturing facility will reduce the job work and other related charges, and thus the process will be cost effective. With its exclusive cz and colored stone studded jewellery, the Company is confident to bring about an innovative and positive difference in its product line. It is hopeful to yield more profitable returns in near future.

3. DIVIDEND:

In order to conserve resources for further expanding the Company's business, your Directors have opined to not recommend any dividend for the year 2014-15.

4. RESERVES

Amount to be carried forward to the reserves- (Rs. 6,60,22,996/-)

5. SHARE CAPITAL

(i) Re-issue of forfeited shares:

During the year, Company has reissued and allotted 25, 00,000 equity shares of Rs. 10/- each at a premium of Rs. 15 per share out of 56, 62,900 equity shares forfeited earlier.

(ii) Issue of shares with differential rights- NIL

(iii) Issue of sweat equity shares - NIL

6. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mrs. Pritha Sanghi retires by rotation at the ensuing Annual General Meeting and being eligible offer herself for re-appointment. Her profile is given elsewhere in the report. Your Directors recommend her re-appointment.

Pursuant to the provisions of Section 149 of the Companies Act 2013, Mr. Ramprasad Vempati, Mr. Siddharth Goel, and Mr. Vikram Goel were appointed as independent directors at the Annual General Meeting of the Company held on 29th September, 2014. The terms and conditions of appointment of independent directors are as per Schedule IV of the Act. They have submitted a declaration that each of them meets the criteria of independence as provided in Section 149(6) of the Act and there has been no change in the circumstances which may affect their status as independent director during the year

During the year, Ms. Pragya Sarda, an associate member of the Institute of Company Secretaries of India, was appointed as the Company Secretary of the Company in terms of Section 203 of the Companies Act, 2013 read with Rule 8 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The Company is yet to appoint as Chief Financial Officer.

7. DECLARATION BY AN INDEPENDENT DIRECTOR(S) AND RE- APPOINTMENT, IF ANY

The declarations by all Independent Director(s) that he/they meet the criteria of independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013 have been given as required.

8. NUMBER OF MEETINGS OF THE BOARD

Nine meetings of the board were held during the year. For details of the meetings of the board, please refer to the corporate governance report, which forms part of this report.

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 evaluation of its own performance, Board committees and individual directors. The performance of the Board was evaluated after seeking inputs from all the directors on the basis of the criteria such as the Board composition and structure, effectiveness of board processes, information and its functioning.

In a separate meeting of independent Directors, performance of non-independent directors, performance of the board as a whole and performance of the Chairman was evaluated, taking into account the views of executive directors and non-executive directors

The Board Evaluation Policy specifying the manner and process of formal evaluation of the performance of the Board is attached as Annexure I to this report.

10. MANAGERIAL REMUNERATION

No remuneration is paid to the Managing Director or the Whole-time Directors of the Company. They are only paid sitting fee for attending the meetings of the Board of Directors held during the year. The Company's policy on Director's appointment and remuneration in accordance with Section 178 (3) of the Companies Act, 2013 is attached as Annexure II to this report.

11. PARTICULARS OF EMPLOYEES:

There are no employees drawing remuneration equal or more than the limits specified in Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

12. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES

There are no subsidiaries or joint ventures to the Company as on the date of this report.

13. STATUTORY AUDITORS:

The Auditors, M/s Venugopal & Chenoy, Chartered Accountants, Hyderabad, (Firm Regn No.- 004671S) retire at the ensuing Annual General Meeting and, being eligible; offer themselves for reappointment for a period of four years from the conclusion of this Annual General Meeting [AGM] till the conclusion of AGM held in calendar year 2019 in accordance with the provisions of Section 139(2) of the Companies Act, 2013 read with the Companies (Audit and Auditor) Rules, 2014.

14. AUDITORS' REPORT

The Auditors' Report does not contain any qualification. Notes to Accounts and Auditors remarks in their report are self-explanatory and do not call for any further comments.

15. SECRETARIAL AUDIT REPORT

In terms of Section 204 of the Companies Act, 2013 and Rules made there under, Mr. Ajay S. Shrivastava, Practicing Company Secretary, Hyderabad (COP No- 3479) has been appointed Secretarial Auditors of the Company. The report of the Secretarial Auditors in the prescribed Form MR-3 is enclosed as Annexure III to this report. The report is self-explanatory and do not call for any further comments.

16. 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 attached as Annexure IV to this report and the same has also been uploaded on the website of the Company - udayjewellery.com

17. INTERNAL AUDIT & CONTROLS

The Company has appointed M/s Krishna and Suresh, Chartered Accountant, Hyderabad (Firm Regn No- 001461S) as its Internal Auditors. Their scope of work includes review of processes for safeguarding the assets of the Company, review of operational efficiency, effectiveness of systems and processes, and assessing the internal control strengths in all areas. Their reports are laid before the audit committee periodically.

18. RISK MANAGEMENT POLICY

The Management has put in place adequate and effective system and man power for the purposes of risk management. In the opinion of the Board, following are the risks involved in the industry:

1. Fluctuation in the rupee/dollar exchange rate as the sector is export-oriented.

2. Changing consumer preferences including regional preferences.

3. Fluctuating raw material i.e. Gold prices in India and across the world.

19. EXTRACT OF ANNUAL RETURN

Pursuant to the provisions of section 92(3) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return in MGT 9 is attached as a part of this Annual Report as Annexure V

20. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The details in respect of internal financial control and their adequacy are included in the Management Discussion & Analysis, which forms part of this report.

21. MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There are no material changes between the date of balance sheet and the date of this report that would affect the financial position of the company.

22. DEPOSITS FROM PUBLIC

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

23. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

The Company has not given any loan or guarantee or security or made any investment during the financial year in terms of Section 186 of the Companies Act, 2013.

24. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

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 is disclosed in Form No AOC-2 as Annexure VI to this report.

25. CORPORATE GOVERNANCE CERTIFICATE

The Compliance certificate from the practicing company secretaries regarding compliance of conditions of corporate governance as stipulated in Clause 49 of the Listing agreement is annexed with the report.

26. MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis for the year ended 31st March, 2015 are attached, which form part of this report.

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

The statement giving particulars with respect to conservation of energy, technology absorption and foreign exchange earnings and outgo, is attached to the report as Annexure VII.

28. CORPORATE SOCIAL RESPONSIBILITY (CSR)

Since the Company's net worth does not exceed Rs. 500 crores or Company's turnover does not exceed Rs. 1000 crores or the Company's net profit does not exceed Rs. 5 crore for any financial year, the provisions of section 135 of the Companies Act, 2013 are not applicable.

29. DIRECTORS' RESPONSIBILITY STATEMENT:

Your Directors would like to inform the members that the audited accounts for the year ended 31st March, 2015 are in full conformity with the requirement of the Act and they believe that the financial statements reflect fairly the form and substance of transactions carried out during the year and reasonably present the Company's financial condition and results of operations. These financial statements are audited by the Statutory Auditors M/s Venugopal & Chenoy.

Pursuant to the requirement of Section 134(5) of the Companies Act, 2013, your Directors further confirm that:

i) In the preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with proper explanations relating to material departures;

ii) 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 the that period;

iii) 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;

iv) The Directors have prepared the annual accounts on a going concern basis.

v) The directors in case of listed company have laid down internal financial controls to be followed by the company and such controls are adequate and are operating effectively.

vi) The Directors have devised proper system to ensure compliance with the provisions of all applicable laws and that such systems are adequate and are operating effectively.

30. LISTING:

The shares of your company are listed on Calcutta Stock Exchange Limited. The Company has duly complied with all the applicable provisions of the Listing Agreement.

The Company has made an application to BSE Ltd. under direct listing norms, for listing of its shares at the exchange.

31. ACKNOWLEDGMENT:

The directors thank the Company's employees, customers, vendors and investors for their continuous support.

The Directors also wish to place on record its appreciation of Banks, Stock Exchange & Other authorities for their able guidance and support.

Date: 26.08.2015

For and on behalf of Board of Directors

Place: Plot No 5-9-60, Flat No 301, Moghuls

Court, Basheerbagh, Hyderabad - 01

Sd/- Sd/-

(Ritesh Kumar Sanghi) (Sanjay Kumar Sanghi)

Managing Director Director

DIN: 00628033 DIN: 00629693

Address:8-2-686/DR/7, Address:8-2-686/DR/7,

Road No. 12, Banjara Hills, Road No. 12, Banjara Hills,

Hyderabad - 500034 Hyderabad - 500034


Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the Fifteenth Annual Report together with the audited accounts of the Company for the year ended 31st March, 2014

FINANCIAL RESULTS:

Particulars 31.03.2014 31.03.2013 (Rs. in '000s) (Rs. in '000s)

'Revenue from operations 20,33,26.37 18,58,47.65

Other Income 2,83.60 69.97

Profit before tax 93,10.96 1,56,61.70

Provision for Taxation 17,30.39 31,08.34

Profit after Tax 75,80.57 1,25,53.37

Losses Brought Forward (8,54,82.09) (9,80,35.46)

Balance carried to Balance Sheet (7,79,01.53) (8,54,82.09)

BUSINESS REVIEW AND FUTURE OUTLOOK:

Since last 4 years, the Company has been able to make considerable and stable level of profit and has accomplished as remarkable growth in its business activities. The management is continuously engaged to further develop the business and earn higher returns.

During the year under review, the Company has earned a total revenue of Rs. 20,33,26,372/- as compared to Rs. 18,58,47,654/- for the previous year 2012-13. The Profit before tax for the current year is Rs. 93,10,955/- as against the previous year of Rs. 1,56,61,706/-. The fall in the profits is on account of increase in the level of stock purchase and business expenses. This is in view of coherent plans for business diversification and development and to sustain the competitive and vibrant market conditions.

The gems and jewellery sector has been one of the fastest-growing sectors in India in the past few years. The sector has gained global popularity because of its talented craftsmen, its superior practices in cutting and polishing fine diamonds and precious stones, and its cost-efficiencies. The sector has been vital to the overall Indian economy in the past few years.

The Company is in the process of placing its best efforts to explore methods to make the business of the Company more dynamic. The Company plans to set up a manufacturing facility to augment production of jewellery and in turn to boost its trading and related activities.

DIVIDEND:

In order to conserve resources for further expanding the Company's business, your Directors have opined to not recommend any dividend for the year 2013 - 14.

DIRECTORS

Shri Sanjay Kumar Sanghi and Shri Vikram Goel retire by rotation at the ensuing Annual General Meeting and being eligible offers themselves for re-appointment. Their respective profiles are given elsewhere in the report.

Your Directors recommend their re-appointment.

Mrs. Pritha Sanghi was appointed as Additional Director on the Board of the Company whose term expires at the ensuing Annual General Meeting. The Board recommends her appointment as a Director on the Board of the Company, liable to retire by rotation.

FIXED DEPOSIT

Your Company has not accepted any fixed deposits from public or otherwise during the year.

REISSUE OF FORFEITED SHARES:

The Company is in the process of re-issue of upto 25,00,000 Equity shares out of the Forfeited shares in order to augment long term financial resources for growth of business.

DIRECTORS'RESPONSIBILITY STATEMENT

Your Directors would like to inform the members that the audited accounts for the year ended 31st March, 2014 are in full conformity with the requirement of the Act and they believe that the financial statements reflect fairly the form and substance of transactions carried out during the year and reasonably present the Company's financial condition and results of operations. These financial statements are audited by the Statutory Auditors M/s Venugopal & Chenoy.

Your Directors further confirm: -

(a) that in the preparation of the annual accounts for the year ended on 31st March, 2014, the applicable accounting standards have been followed and that no material departures have been made from the same;

(b) that the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the Profit and Loss of the Company;

(c) that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) that the directors have prepared the annual accounts for the year ended on 31st March, 2014 on a going concern basis.

AUDITORS:

M/s. Venugopal & Chenoy, Chartered Accountants, the present statutory auditors of the Company hold office until the conclusion of the forthcoming Annual General Meeting and are eligible for re-appointment. The comments made by the Auditors in their report, if any, have been dealt with in the Notes on Accounts and do not require further comments from Board of Directors.

In accordance with the Companies (Audit & Auditors) Rules, 2014, they are eligible for appointment for next Six years, to be ratified every year, since they have completed Four years as Auditors since 31.03.2011. The Board recommends their re-appointment.

INDUSTRIAL AND PERSONNEL RELATIONS:

The relationship between the management and the staff continued to be cordial.

PARTICULARS OF EMPLOYEES:

In pursuance of the provisions of Section 217 (2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975, as amended, the Directors are to report that no employee was in receipt of emoluments as provided in the said Section.

ADDITIONAL INFORMATION AS REQUIRED U/S 217(1 )(e) OF THE COMPANIES ACT, 1956:

The statement giving particulars with respect to conservation of energy, technology absorption and foreign exchange earnings and outgo, as required under 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, is attached to the report.

LISTING:

The shares of your company are listed on Calcutta Stock Exchange Limited. The Company has duly complied with all the applicable provisions of the Listing Agreement.

SUBSIDIARIES:

There are no subsidiaries to the Company as on date of the report.

CODE OF CONDUCT

The Company has adopted a uniform Code of Conduct for Directors and Senior Management Personnel to ensure ethical standards and further compliance to such standards. The object of the code is to conduct the Company's business ethically with responsibility, integrity, fairness, transparency and honesty.

INSURANCE

The properties and assets of your Company are adequately insured.

CORPORATE GOVERNANCE CODE:

The Code of Corporate Governance promulgated by Securities & Exchange Board of India is being implemented by your Company on a continuous basis. The Code of Corporate Governance as per Clause 49 of the Listing Agreement is attached, here with. The Compliance Certificate on Corporate Governance received from the Statutory Auditors is also given as an Annexure to this report.

ACKNOWLEDGMENT

Your Directors wish to place on record its appreciation of Banks, Stock Exchange & Other authorities for their able guidance and support.

Date: 21.08.2014 Place: Plot No 5-9- 60, Flat No 301, Moghuls Court, Basheerbagh, Hyderabad - 01

For and on behalf of Board of Directors UDAY JEWELLERY INDUSTRIES LIMITED

(Ritesh Kumar Sanghi) (Sanjay Kumar Sanghi) Managing Director Director DIN:00628033 DIN:00629693 Address: 8-2-686/DR77, Address: 8-2-686/DR/7, Road No. 12, Banjara Hills, Road No. 12, Banjara Hills, Hyderabad, 500034 Hyderabad, 500034,


Mar 31, 2013

Dear Members,

The Directors have pleasure in presenting the Fourteenth Annual Report together with the audited accounts of the Company for the year ended 31st March, 2013

FINANCIAL RESULTS:

Particulars 31.03.2013 31.03.2012 (Rs. in ‘000s) (Rs. in ‘000s)

Revenue from operations 185847.65 114281.75

Other Income 69.97 2.09

Profit/(Loss) before tax 15661.70 28798.68

Provision for Taxation 3108.34 NIL

Profit / (Loss) after Tax 12553.37 28798.68

Losses Brought Forward (98035.46) (126834.14)

Balance carried to Balance Sheet (85482.09) (98035.46)

BUSINESS REVIEW AND FUTURE OUTLOOK:

Members are aware that the Company is performing well after the change in the Company's line of business to Manufacturing and Trading in Gems, Jewellery, bullion and other related activities pursuant to its Takeover by the current Management. Since then the Company has achieved a stable increase in growth and profitability which is reflected by the performance of the company in the financial years 2011-2012 and 2012-2013. In light of this, the Management continues to place its best efforts to generate more revenues in the near future. During the year ended 31st March, 2013, revenue generated from the operations is Rs. 1858.47 Lakhs as against revenue of Rs. 1142.81 Lakhs in the previous year. The Net profit of the Company before taxation in the current year is Rs. 156.61 Lakhs as against a net Profit before taxation of Rs. 287.98 Lakhs in the previous year. This difference in profit is due to the increase in purchases and business expenditure which gives a lucid picture of the Company's business expansion activities and dynamic nature of its business transactions. The above mentioned figures pertaining to operational revenue clearly indicate that the current line of activity continues to be a prospector to the Company as well as beneficial to its members.

DIVIDEND:

In order to conserve resources for further expanding the Company's business, your Directors have opined to not recommend any dividend for the year 2012 - 13

OPERATIONS:

Members are aware from the Audited Financials of previous year that the Company's business has entered in to a healthy growth line post takeover by the current Management and the incidental change of name and Main objects. For streamlining and sustaining the new line of business, the Company has entered into various contracts with its associate concerns for purchase and sale of products and rendering job work services by obtaining requisite approvals from Central Government. This has enabled the company to penetrate the market effectively and avoid the potential competition faced by new comers, which is smooth and effective move by the current Management.

DIRECTORS

Mr. Vikram Goel joined the Board as additional director of the Company on 28.03.2013. Mr. Rakesh Agarwal Tendered his resignation from Directorship of the Company. Mr. Siddharth Goel and Mr. Ram Prasad Vempati retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. Mr. Vikram Goel, who was appointed as an Additional Director, his term expires at the ensuing Annual general Meeting. The Board recommends his appointment as Director and also the re-appointment of the Directors liable to retire by rotation and who have offered themselves for re-appointment. Their respective profiles are given elsewhere in the report. Your Directors recommend their re-appointment.

FIXED DEPOSIT

Your Company has not accepted any fixed deposits from public during the year.

DIRECTORS' RESPONSIBILITY STATEMENT

Your Directors would like to inform the members that the audited accounts for the year ended 31st March, 2013 are in full conformity with the requirement of the Act and they believe that the financial statements reflect fairly the form and substance of transactions carried out during the year and reasonably present the Company's financial condition and results of operations. These financial statements are audited by the Statutory Auditors M/s Venugopal & Chenoy

Your Directors further confirm:

(a) that in the preparation of the annual accounts for the year ended on 31st March, 2013, the applicable accounting standards have been followed and that no material departures have been made from the same;

(b) that the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the Profit and Loss of the Company;

(c) that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) that the directors have prepared the annual accounts for the year ended on 31st March, 2013 on a going concern basis.

AUDITORS:

M/s. Venugopal & Chenoy, Chartered Accountants, the present statutory auditors of the Company hold office until the conclusion of the forthcoming Annual General Meeting and are eligible for re-appointment. The Company has received confirmation from them to the effect that their appointment, if made, would be within the prescribed limits under Section 224 (1B) of the Companies Act, 1956. The comments made by the Auditors in their report, if any, have been dealt with in the Notes on Accounts and do not require further comments from Board of Directors

INDUSTRIAL AND PERSONNEL RELATIONS:

The relationship between the management and the staff continued to be cordial.

PARTICULARS OF EMPLOYEES:

In pursuance of the provisions of Section 217 (2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975, as amended, the Directors are to report that no employee was in receipt of emoluments as provided in the said Section.

ADDITIONAL INFORMATION AS REQUIRED U/S 217 (1) (e) OF THE COMPANIES ACT, 1956:

The statement giving particulars with respect to conservation of energy, technology absorption and foreign exchange earnings and outgo, as required under 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, is attached to the report.

LISTING:

The shares of your company are listed on Calcutta Stock Exchange Limited. The Company has duly complied with all the applicable provisions of the Listing Agreement.

SUBSIDIARIES:

There are no subsidiaries to the Company as on date of the report

CODE OF CONDUCT

The Company has adopted a uniform Code of Conduct for Directors and Senior Management Personnel to ensure ethical standards and further compliance to such standards. The object of the code is to conduct the Company’s business ethically with responsibility, integrity, fairness, transparency and honesty.

INSURANCE

The properties and assets of your Company are adequately insured.

CORPORATE GOVERNANCE CODE:

The Code of Corporate Governance promulgated by Securities & Exchange Board of India is being implemented by your Company on a continuous basis. The Code of Corporate Governance as per Clause 49 of the Listing Agreement is attached herewith. The Compliance Certificate on Corporate Governance received from the Statutory Auditors is also given as an Annexure to this report.

ACKNOWLEDGMENT

Your Directors wish to place on record its appreciation of Banks, Stock Exchange & Other authorities for their able guidance and support.

Date: 02.09.2013 Place: Plot No 5-9-60, Flat No 301, Moghuls Court, Basheerbagh, Hyderabad - 29

For and on behalf of Board of Directors UDAY JEWELLERY INDUSTRIES LIMITED

(Ritesh Kumar Sanghi) (Sanjay Kumar Sanghi) Managing Director Director




Mar 31, 2012

The Directors have pleasure in presenting the Thirteenth Annual Report together with the audited accounts of the Company for the year ended 31st March, 2012

FINANCIAL RESULTS:

Particulars 31.03.2012 31.03.2011 (Rs. in '000s) (Rs. in '000s)

Revenue from operations 114281 NIL

Other Income 2.090 11

Profit/(Loss) before tax 28798.68 (738.47)

Provision for Taxation NIL NIL

Profit / (Loss) after Tax 28798.68 (738.47)

Losses Brought Forward (126834) (126096)

Balance carried to Balance Sheet (98035) (126834)

BUSINESS REVIEW AND FUTURE OUTLOOK:

Members are aware that after the Takeover of the Company as per SEBI Takeover Code by the present Management, the Company had changed its line of business to Manufacturing and Trading in Gems, Jewellery, bullion and other related activity in accordance with the changed Main Objects approved by members. Hence, the business undertaken in new activity is only five months which is reflected in the Audited Accounts as at 31st March, 2012. However, the new Management is placing their best efforts to generate substantial revenues in the current full year of operations. During the year ended 31st March, 2012, revenue generated from the operations post alteration in main objects of the Company is Rs. 1142.81 lakhs as against NIL revenue in the previous year. The Net profit of the Company in the current year is Rs. 288 Lakhs as against a net loss of Rs. 7.38 Lakhs in the previous year. The above mentioned figures clearly indicate that the current line of activity is beneficial to the Company as well as to its members.

DIVIDEND:

Due to inadequate profits and in order to conserve resources for expanding the business, your Directors have opined to not recommend any dividend for the year 2011 -12.

OPERATIONS:

Members are aware that the Company had undergone a takeover as per the SEBI (Substantial Acquisition of Shares and Takeover) Regulations, 1998 on completion of which the old management of the Company has resigned and was taken over by the new management. Subsequent to the takeover of the Company, the main objects of the Company were altered to carry on the business related to gems and jewellery since the new management has rich experience in the field of Jewellery manufacturing and trading. Further, for the name of the Company to be in consonance with the Main Objects, was changed from Hifunda Limited to Uday Jewellery Industries Limited.

The Registered Office of the Company has also been shifted from Kolkata, West Bengal to Hyderabad, Andhra Pradesh.

DIRECTORS:

After the change in management on 29.08.2011, the erstwhile directors of the Company namely Mr. Vijay Jain, Ms. Shivani Jain, Mr. Shri Ram Chaudhary and Mr. Rahul Basu resigned and Mr. Sanjay Kumar Sanghi and Mr. Ritesh Kumar Sanghi were appointed as directors through an Extra Ordinary General Meeting held on 22.08.2011. Mr. Ram Prasad Vempati joined the Board as additional director and was appointed as director in the Extra Ordinary General Meeting of the Company held on 11th October, 2011.

Mr. Sanjay Kumar Sanghi and Mr. Ram Prasad Vempati retire by rotation at the ensuing Annual General Meeting and being eligible offers themselves for re-appointment. Mr. Siddharth Goel was appointed as an Additional Director and his term expires at the ensuing Annual general Meeting. The Board recommends his appointment as Director liable to retire by rotation. Shri Ritesh Kumar Sanghi has been appointed as Managing Director w.e.f. 31.08.2012 for five years. Their respective profiles are given elsewhere in the report. Your Directors recommend their re-appointment.

FIXED DEPOSIT

Your Company has not accepted any fixed deposits from public during the year.

DIRECTORS' RESPONSIBILITY STATEMENT

Your Directors would like to inform the members that the audited accounts for the year ended 31st March, 2012 are in full conformity with the requirement of the Act and they believe that the financial statements reflect fairly the form and substance of transactions carried out during the year and reasonably present the Company's financial condition and results of operations. These financial statements are audited by the Statutory Auditors M/s Venugopal & Chenoy

Your Directors further confirm:

(a) that in the preparation of the annual accounts for the year ended on 31st March 2012, the applicable accounting standards have been followed and that no material departures have been made from the same;

(b) that the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the Profit and Loss of the Company;

(c) that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) that the directors have prepared the annual accounts for the year ended on 31st March 2012 on a going concern basis.

AUDITORS:

M/s. Venugopal & Chenoy, Chartered Accountants, the present statutory auditors of the Company hold office until the conclusion of the forthcoming Annual General Meeting and are eligible for re-appointment. The Company has received confirmation from them to the effect that their appointment, if made, would be within the prescribed limits under Section 224 (1B) of the Companies Act, 1956. The comments made by the Auditors in their report, if any, have been dealt with in the Notes on Accounts and do not require further comments from Board of Directors

INDUSTRIAL AND PERSONNEL RELATIONS:

The relationship between the management and the staff continued to be cordial.

PARTICULARS OF EMPLOYEES:

In pursuance of the provisions of Section 217 (2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975, as amended, the Directors are to report that no employee was in receipt of emoluments as provided in the said Section.

ADDITIONAL INFORMATION AS REQUIRED U/S 217 (1) (e) OF THE COMPANIES ACT, 1956:

The statement giving particulars with respect to conservation of energy, technology absorption and foreign exchange earnings and outgo, as required under 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, is attached to the report.

LISTING:

The shares of your company are listed on Calcutta Stock Exchange Limited. The Company has duly complied with all the applicable provisions of the Listing Agreement.

SUBSIDIARIES:

There are no subsidiaries to the Company as on date of the report

CODE OF CONDUCT

The Company has adopted a uniform Code of Conduct for Directors and Senior Management Personnel to ensure ethical standards and further compliance to such standards. The object of the code is to conduct the Company's business ethically with responsibility, integrity, fairness, transparency and honesty.

INSURANCE

The properties and assets of your Company are adequately insured.

CORPORATE GOVERNANCE CODE:

The Code of Corporate Governance promulgated by Securities & Exchange Board of India is being implemented by your Company on a continuous basis. The Code of Corporate Governance as per Clause 49 of the Listing Agreement is attached herewith. The Compliance Certificate on Corporate Governance received from the Statutory Auditors is also given as an Annexure to this report.

ACKNOWLEDGMENT

Your Directors wish to place on record its appreciation of Banks, Stock Exchange & Other authorities for their able guidance and support.

For and on behalf of the Board

For UDAY JEWELLERY INDUSTRIES LIMITED

Place: Hyderabad

Date: 31.08.2012 Ritesh Kumar Sanghi Sanjay Kumar Sanghi

Managing Director Director

 
Subscribe now to get personal finance updates in your inbox!