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Notes to Accounts of Vaibhav Global Ltd.

Mar 31, 2016

Note No.1 Significant Accounting Policies 1. Basis of Preparation of Financial Statements

a. The financial statements have been prepared in compliance with the applicable Accounting Standards specified under Section 133 of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014 and other pronouncement of Institute of Chartered Accountant of India, with relevant provisions of Companies Act, 2013; applicable guidelines issued by the Securities Exchange Board of India (SEBI) and generally accepted accounting principles applicable in India (GAAP). Accounting policies have been consistently applied except where a newly issued accounting standard is initially adopted or a revision to an existing accounting standard requires changes in the accounting policy hitherto in use.

b. The financial statements have been prepared under historical cost convention on an accrual basis.

c. All the assets and liabilities have been classified as current or noncurrent as per Company''s normal operating cycle and other criteria set out in Schedule III to the Companies Act, 2013. Based on the nature of product and time between the acquisition of assets for processing and their realization in cash and cash equivalent, the Company has ascertained its operating cycle to be 12 months for the purpose of current - noncurrent classification of assets & liabilities.

1. Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles (GAAP) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Management believes the assumption used in the estimates is prudent and reasonable. Difference between the actual results and estimates are recognized in the period in which the results are known /materialized.

2. Fixed Assets

Fixed Assets are stated at cost less accumulated depreciation and impairment losses. Cost includes capital cost, freight, duties, taxes and other incidental expense incurred during the construction / installation stage attributable to bringing the asset to working condition for its intended use.

3. Depreciation and Amortization

a. Depreciation on Fixed Assets, other than assets acquired on lease, is being provided over the useful life of an asset on written down value method and in the manner specified in Schedule II of the Companies Act, 2013.

b. Assets acquired on lease are amortized over the period of lease in equal installments.

c. Intangible Assets are amortized over their respective individual estimated useful lives on WDV basis.

4. Intangible Assets

Intangible assets are recognized if it is probable that future economic benefits that are attributable to the asset will flow to the company and the cost of the assets can be measured reliably.

5. Impairment of Assets

As at each balance sheet date, the carrying amount of assets is tested for impairment so as to determine

a. the provision for impairment loss, if any, required or

b. the reversal, if any, required for impairment loss recognized in previous periods.

Impairment loss is recognized when the carrying amount of an asset exceeds its recoverable amount.

Recoverable amount is determined

a. in the case of an individual asset, at the higher of net selling price and the value in use.

b. in the case of a cash-generating unit (a group of assets that generates identified independent cash flows), at the higher of the cash generating unit’s selling price and the value in use.

Value in use is determined as the present value of estimated future cash flow from the continuing use of an asset and from its disposal at the end of its useful life.

6. Borrowing Cost

Borrowing Costs attributable to the acquisition or construction of qualifying assets are capitalized as a part of the cost of such assets. All other borrowing costs are charged to revenue.

7. Inventories

a. Inventories are valued at lower of cost and estimated net realizable value. Cost is determined on ‘First-in First-out’, ‘Specific Identification’, or “Weighted Averages’ basis as applicable. Cost of Inventories Comprises of all cost of purchase, cost of conversion and other costs incurred in bringing the inventories to their present location and condition. Cost of semi finished and finished goods are determined on absorption costing method.

b. All raw materials purchased are simultaneously issued for production. Accordingly material-in-process includes such raw materials as well. Semi Finished Goods are goods manufactured and pending for pre-shipment inspection. Materials consumed are materials used in production of semi finished and finished goods only.

c. Identification of a specific item and determination of estimated net realizable value involve technical judgment of the management. The valuation is further supported by certificate from an independent approved value, which has been relied upon by the Auditors.

8. Investments

Long-term investments including those held through nominees are stated at cost. Provision for diminution in the value of long-term investments (including Loans and Advances to Subsidiaries considered as a part of net investment) is made only if such a decline is other than temporary in the opinion of the management.

Current investments are carried at lower of cost and fair value.

9. Revenue Recognition Sale of Goods:

Revenue from sales of goods is recognized when risk and rewards of ownership of the products are passed on to the customers, which is generally on dispatch of goods and is stated net of returns, trade discounts, claims etc.

Dividend on Investment:

Revenue is recognized when the right to receive payment is established.

Interest Income:

Interest Income is recognized on time proportionate basis.

Export Incentives:

Export Incentive including duty drawback is recognized on accrual basis in the year of export.

10. Foreign Currency Transactions:

a. Initial Recognition:

Transactions denominated in foreign currencies are normally recorded at the exchange rate prevailing at the time of the transaction.

b. Conversion:

Monetary items denominated in foreign currencies at the year-end are translated at closing rates. Non-monetary items which are carried in terms of historical cost denominated in foreign currency are reported using the exchange rate at the date of transaction and investment in foreign companies are recorded at the exchange rates prevailing on the date of making the investments. Contingent Liabilities are translated at closing rate.

Exchange difference arising on translation of Loan and Advances to non — integral wholly owned subsidiaries and forming part of net investment, are recognized in foreign currency translation reserve. Such accumulated exchange differences are taken to statement of profit and loss account on liquidation or on proportionate basis on partial liquidation of such loans and advances.

c. Exchange Differences:

Exchange differences arising on the settlement of monetary items or on restatement of monetary items at rates different from those at which they were initially recorded during the year, or reported in previous financial statements, are recognized as income or as expenses in the year in which they arise.

d. Forward Exchange Contract not intended for trading or speculation purposes:

The premium or discount arising at the inception of forward exchange contracts is amortized as expense or income over the life of contract. Exchange differences on such contract are recognized in the statement of profit and loss in the year in which the exchange rate changes. Any profit or loss arising on cancellation or renewal of forward exchange contract is recognized as income or as expense.

11. Employee Benefits

a Short term and other long term employee benefits are recognized as an expense at the undiscounted amount in the statement of profit and loss of the year in which the related service is rendered.

b. Employee’s Retirement benefits and long term Compensated Absences are recognized as an expense in the statement of profit and loss for the year in which the employee has rendered services. The expense is recognized at the present value of the amounts payable, determined using actuarial valuation by an independent actuary using the projected unit credit method. Actuarial gains and losses in respect of post employment and other long term benefits are charged to the statement of profit and loss.

c. In respect of Employee Stock Options, the excess of market price of shares as at the date of grant of option granted to employee (including certain employees’ of subsidiaries) over the exercise price is treated as Employee Compensation Cost and amortized on a straight — line basis over the vesting period.

12. Provision for Current and Deferred Taxation

a. Income tax expense for the year, comprising current tax and deferred tax is included in determining the net profit for the Year.

b. A provision is made for the current tax based on tax liability computed in accordance with relevant tax rates and Tax laws. Deferred tax assets are recognized only to the extent that there is reasonable certainty that sufficient future Taxable income will be available against which such deferred tax assets can be realized. In situations where the company has unabsorbed depreciation or carry forward tax losses, all deferred tax assets are recognized only if there is virtual certainty supported by convincing evidence that they can be realized against future taxable profits. At each balance sheet date the Company re-assesses unrecognized deferred tax assets. It recognizes unrecognized deferred tax assets to the extent that it has become reasonably certain or virtually certain, as the case may be that sufficient future taxable Income will be available against which such deferred tax assets can be realized.

c. The carrying amount of deferred tax assets are reviewed at each balance sheet date. The Company writes-down the carrying amount of a deferred tax asset to the extent that it is no longer reasonably certain or virtually certain, as the case may be, that sufficient future taxable income will be available against which deferred tax asset can be realized. Any such write-down is reversed to the extent that it becomes reasonably certain or virtually certain, as the case may be, that sufficient future taxable income will be available.

13. Earnings per Share

The basic earnings per share is computed by dividing the net profit after tax for the year by the weighted average number of equity shares outstanding during the year. For the purpose of calculating diluted earnings per shares, net profit after tax for the year and weighted average number of shares outstanding during the year are adjusted for the effects of all dilutive potential equity shares. Dilutive potential equity shares are deemed converted as of the beginning of the year, unless they have been issued at a later date. The dilutive potential equity shares are adjusted for the proceeds receivable had the shares been actually issued at fair value (i.e. the average market value of the outstanding shares)

14. Cash and Cash Equivalents

Cash and cash equivalents for the purposes of cash flow statement comprise cash at bank and in hand and short-term investments with an original maturity of three months or less.

15. Lease

Leases in which a significant portion of the risks and rewards of ownership are retained by the less or are classified as operating leases. Payments made under operating leases are charged to the Statement of Profit and Loss on a straight-line basis over the period of the lease or other systematic basis more representative of the time pattern of the user’s benefits.

16. Provision, Contingent Liabilities and Contingent Assets

Provisions are recognized for liabilities that can be measured only by using a substantial degree of estimation, if

a. the Company has a present obligation as a result of past event,

b. a probable outflow of resources is expected to settle the obligation and

c. the amount of the obligation can be reliably estimated Contingent Liability is disclosed in case of

a. a present obligation arising from a past event, when it is not probable that an outflow of resources will be required to settle the obligation

b. a possible obligation, unless the probability of outflow of resources is remote.

Contingent Assets are neither recognized, nor disclosed.

Provisions, Contingent Liabilities and Contingent Assets are reviewed at each Balance Sheet Date.

c The Company has one class of equity shares having a par value of H10 per share. Each shareholder is eligible for one vote per share held except those held as underlying for GDR. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting, except in case of interim dividend. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the Company after distribution of all preferential amounts, in proportion to their shareholding.

e Employee Stock Option Scheme:

For details of Employee Stock Options Plan (ESOP) Scheme, refer to note no. 32

f There are no bonus shares, shares issued for consideration other than cash or shares bought back during the period of five years immediately preceding the reporting date.

17 Employee Stock Option Scheme: a VGL ESOP (As amended)-2006

The Company has constituted ” Vaibhav Global Employee Stock Option Welfare Trust” to administer & implement various VGL ESOP schemes . Out of stock option granted, 20% stock option will vest at the end of one year from the date of Grant, 30% at the end of the second year and balance 50% at the end of third year. The exercise period for all the options under various tranches has been increased to 7 years from the date of vesting as approved by the shareholders in the AGM held on 25th July,2014.

The details of the Grant under the aforesaid schemes are as under:-

18 Segment Reporting

The Company, on standalone basis, operates in only one business segment — “Wholesale Business”- as a downstream manufacturing facilities. In view of this, no further disclosure is required as per Accounting Standard “AS-17”.

19 The Board in its meeting held on 28th July, 2015 had approved a Scheme of Capital Reduction under section 100 to 104 of the Companies Act 1956 read with section 52 of the Companies Act 2013 for setting off of accumulated losses as on 31st March, 2015 of H264.3 crores against the Share Premium Account. The Shareholder have approved Scheme via postal ballot on 16th Jan, 2016 & Scheme is filled with High Court for its approval.

20 Previous year’s figure have been regrouped/ rearranged wherever necessary.


Mar 31, 2015

Employee Stock Option Scheme:

For details of Employee Stock Options Plan (ESOP) Scheme, refer to note no. 35

There are no bonus shares, shares issued for consideration other than cash or shares bought back during the period of five years immediately preceding the reporting date.

1. Contingent Liabilities and Commitments

Year ended Particulars 31st March, 2015 (RS.)

(a) Capital Commitment:

Estimated amount of contracts remaining to be executed on capital account and not provided for: 41,952,663

(b) Contingent Liabilities:

Guarantees given by bank on behalf of the 57,100,000 Company

Guarantees given to bank & others by the 298,183,500 Company

Disputed Tax Matters:

Excise Duty 198,326,582

Income tax * 3,880,370



Year ended Particulars 31st March, 2014 (RS.)

(a) Capital Commitment:

Estimated amount of contracts remaining to be executed on capital account and not provided for: 15,100,000

(b) Contingent Liabilities:

Guarantees given by bank on behalf of the 25,000,000 Company

Guarantees given to bank & others by the 239,726,400 Company

Disputed Tax Matters:

Excise Duty 198,326,582

Income tax * 165,415,902

*Income tax demand for assessment year 2010-11 of H144,908,800 has been decided in favor of the company vide ITAT, Jaipur Order dated 30th April, 2015

2.The Company has classified various benefits provided to employees as under:

A. Defined Contribution Plans

a. Provident Fund

b. State Defined Contribution Plan

i. Employers'' Contribution to Employees'' State Insurance

3. Employee Stock Option Scheme: a. VGL ESOP (As amended)-2006

During the year the company has constituted " Vaibhav Global Employee Stock Option Welfare Trust" to administer & implement various VGL ESOP schemes . Out of stock option granted, 20% stock option will vest at the end of one year from the date of Grant, 30% at the end of the second year and balance 50% at the end of third year. The exercise period for all the options under various tranches has been increased to 7 years from the date of vesting as approved by the shareholders in the AGM held on 25th July,2014.

4. Related Party Disclosures:

A. List of related parties with whom transactions have taken place and relationships:

Subsidiaries (Direct and Step down)

1. Jewel Gem USA Inc.;(Step down)

2. STS Gems Japan Limited;

3. STS Gems Limited, Hong Kong;

4. STS Jewels Inc., USA;

5. STS Gems Thai Limited, Thailand;

6. Genoa Jewelers Limited, BVI;

7. The Jewellery Channel Inc., USA (Step down)

8. The Jewellery Channel Ltd., United Kingdom; (Step down)

9. PT STS Bali (Step down)

Enterprises in which Key Managerial Personnels are interested :

1. VGL Softech Limited

2. Brett Plastics Pvt. Limited

3. Shivram Global Pvt. Ltd.

4. Emerald Creation Inc.

5. Anubhav Gems (P) Ltd.

6. Reengus Exim Private Limited

7. STP Exim Private Limited

8. Surawell Pacific Limited

9. STS Holdings Ltd.

10. Sonymike''s Holdings Ltd

Key Managerial Personnel (KMP):

1. Shri Sunil Agrawal -Chairman & Managing Director

2. Shri Rahimullah - Whole Time Director

Relative of Key Managerial Personnel

1. Smt. Deepti Agrawal

2. Shri Ghanshyam Agarwal

3. Smt. Sheela Agarwal

4. Hursh Agrawal

5. Neil Agrawal

6. Smt.Fatima Be

7. Shri Azizullah

8. Smt.Batool Begum

9. Shri Inamullah

10. Shri Imranullah

II. Shri Rizwanullah

12. Shri Arifullah

13. Shri Asifullah

14. Ms.Amrin

5. Segment Reporting

The Company, on standalone basis, operates in only one business segment - "Wholesale Business" - as a downstream manufacturing facilities In view of this, no further disclosure is required as per Accounting Standard "AS-17".

6. Previous years figure have been regrouped/ rearranged wherever necessary.


Mar 31, 2014

Contingent Liability is disclosed in case of

a. a present obligation arising from a past event, when it is not probable that an outflow of resources will be required to settle the obligation

b. a possible obligation, unless the probability of outflow of resources is remote.

Contingent Assets are neither recognized, nor disclosed.

Provisions, Contingent Liabilities and Contingent Assets are reviewed at each Balance Sheet Date.

c. The company has one class of equity shares having a par value of Rs.10 per share. Each shareholder is eligible for one vote per share held except those held as underlying for GDR. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting, except in case of interim dividend. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the Company after distribution of all preferential amounts, in proportion to their shareholding.

d. The company had issued 44,00,000 non Convertible 1% Redeemable Cumulative Preference shares in the year of 2006-07. These Preference Shares have been entirely redeemed during the current year in accordance with the terms and conditions on which they were issued.

f. Employee Stock Option Scheme:

The company during the year granted 98,537, 43,329 and 64,029 stock options as approved by Compensation Committee Meeting at price of Rs. 119.05, Rs. 126.35 and Rs. 418.40 respectively to the eligible employees of the company and its subsidiaries.

Out of stock option granted, 20% stock option will vest at the end of one year from the date of Grant, 30% stock option at the end of the second year and balance 50% stock option at the end of third year. The exercise period for the options under tranche A,D, E, I is four years and under tranche F ,G, H, I is one year from the date of vesting.

b Nature of Security

A. Corporate Loan :- (i ) Above Corporate Loan is secured by second charges on Current Assets as well as Fixed Assets of the Company (ii) Pledge of 2,300,000 equity shares of Rs. 10 each of Vaibhav Global limited by Brett Plastic Private Limited and; (iii) Pledge of 21,800,000 equity shares of US $ 1 each of Genoa Jewelers Limited, BVI

B. Working Capital Term Loan

(i) Above WCTL Loan is secured by first pari pasu charge on block of assets (including Land & Building)

C. Working Capital Term Loan & Corporate Loan is further secured by ( on pari pasu basis) :-

(i) Pledge of 254,332 equity shares of Rs. 10 each of Vaibhav Global limited by Brett Plastic Private Limited.

(ii) Pledge of 200 common shares with no par value of STS Jewels Inc.

(iii) Pledge of 87,500 Ordinary Shares of HK $100 in STS Gems Limited, HKK.

(iv) Pledge of 12,576,633 equity shares of US $ 1 each and assignment of loan worth USD 14.55 million to Genoa Jewelers Limited, BVI and;

(v) Personal Guarantee of Mr. Sunil Agrawal, Chairman and Managing Director of the Company & pledge of 28140 shares in his name.

c Terms of Repayment of Term Loans

A. Corporate Loan

IDBI: Term Loan of Rs.40.74 Crore with a moratorium period of 30 months and repayable in equal monthly for installment over a period of 60 months commencing July 2011 carrying interest @ 8% p.a. upto June 2011 , 10 % from July 2011 to Mar 13 and there after @ 13.75 % p.a.Company has repaid entire Loan in the month of April,14 and accordingly shown under current maturity of long term Debt.

B. Working Capital Term Loan

Punjab National Bank : WCTL of Rs.36 Crore with a moratorium period of 30 months and repayable in equal monthly 60 instalment commencing July 2011 carrying interest @ 8% p.a. upto June 2011, from July 2011 to July 2012 @ 10 %, from August 2012 to Mar 13 10.5 % and @ 14.5 % p.a. there after

State Bank of Bikaner & Jaipur: WCTL of Rs.18 Crore with a moratorium period of 30 months and repayable in equal monthly 60 instalment commencing July 2011 carrying interest @ 8% p.a. upto June 2011 from July 2011 to July 2012 @ 10 %, from August 2012 to Mar 13 10.5 % and @ 14.5 % p.a. there after

Union Bank of India: WCTL of Rs.18 Crore with a moratorium period of 30 months and repayable in equal monthly 60 instalment commencing July 2011 carrying interest @ 8% p.a. upto June 2011 from July 2011 to July 2012 @ 10 %, from August 2012 to Mar 13 @ 10.5 %.

Working Capital Facilities :-

(i ) Above Loans are secured by hypothecation of Stock-in-trade and Book Debts on pari-passu basis.

(ii) Further Secured, on parri-passu basis, by :- a. Equitable Mortgage of Land and Buildings situated at K-6A & K-6B, Adarsh Nagar and E-68 & E-69 EPIP, Sitapura, Jaipur b. First charge on block of asset of the company (excluding Land & Building and vehicles)

(iii) Pledge of 254,332 equity shares of Rs. 10 each of Vaibhav Global limited by Brett Plastic Private Limited.

(iv) Pledge of 200 common shares with no par value of STS Jewels Inc.

(v) Pledge of 87,500 Ordinary Shares of HK $100 each of STS Gems Limited, HKK.

(vi) Pledge of 12,576,633 equity shares of US $ 1 each and assignment of loan worth USD 14.55 million to Genoa Jewelers Limited, BVI and;

(vii) Personal Guarantee of Mr. Sunil Agrawal, Chairman and Managing Director of the Company & pledge of 28140 shares in his name.

1 Two Wholly owned subsidiaries of the company, namely Genoa Jewellers Ltd and STS Gems Thai Ltd. are having negative net worth as per the Audited financials of these companies. The company has exposure of Rs. 2,593,749,275 (Previous year Rs. 3,120,839,275) Rs. 1,054,450,991 (Previous year Rs. 16,021,845 ) & Rs. 540,992,949 (Previous year Rs. 757,997,632) in these companies towards investments, loans and advances and Trade receivables respectively against which aggregate provision of Rs. 1,112,599,043 (Previous year Rs. 1,653,791,336) has been made in the accounts of earlier year. The management of the company does not foresee any further requirement of provision in respect of these subsidiaries. Since the investment in these subsidiaries are long term in nature and all of the subsidiaries are having substantial carrying business value.

2 The share application money of Rs. 424158 has been received under VGL (ESOP) Scheme from employees of the company and its subsidiaries. Total Number of shares to be allotted are 13266 out of which 3266 shares are to be allotted at premium of Rs. 35.30 per share and 10000 shares are to be allotted at a premium of Rs. 16.75 per share. The company has sufficient authorised capital to cover the share capital amount on allotment of shares out of share application money. No share application money is due for refund and has not remained pending beyond the period of allotment as mentioned in the share application form. These shares have been allotted on May 14, 2014.

3 Related Party Disclosures:

A. List of related parties with whom transactions have taken place and relationships: Subsidiaries (Direct and Step down)

1. Jewel Gem USA Inc.;

2. STS Gems Japan Limited;

3. STS Gems Limited, Hong Kong;

4. STS Jewels Inc., USA;

5. STS Gems Thai Limited, Thailand;

6. Genoa Jewellers Limited, BVI;

7. The Jewellery Channel Inc., USA (Step down)

8. The Jewellery Channel Ltd., United Kingdom; (Step down)

Enterprises in which Key management personnel''s are interested :

1. VGL Softech Limited

2. Surawell Pacific Limited

3. Brett Plastic Pvt. Limited

4. Shivram Global Private Limited

5. Emerald Creation Inc.

6. Anubhav Gems (P) Ltd

7. Reengus Exim Private Limited

8. STP Exim Private Limited

9. Heartiford Ltd.

10. STS Holdings Ltd.

11. Sony Mikes holdings Ltd

12. Punag Ltd.

Key Management Personnel (KMP):

1. Shri Sunil Agarwal –Chairman & Managing Director w.e.f.1st Feb,2014

2. Shri Rahimullah – Whole time Director w.e.f.1st Feb,2014 (MD till 31st Jan,2014)

3. Shri Hemant Sultania – Group CFO w.e.f.1st Dec,2013

4. Shri Brahm Prakash – Company Secretary

Relative of Key Management Personnel

1. Mr. Asifullah;

2. Mr. Arifullah,

4 Segment Reporting

Due to change in organizational structure as well as business focus of company consequent upon acquisition/setting up of various Overseas Corporate Bodies, differential risk and rewards are now more identifiable and associated with the methods of distribution of products and hence, Company has identified business segment with respect to methods of distribution as Primary Segment for its Consolidated Operation. The Company on standalone basis, operates in only one business segment – "Wholesale Business" In view of this, no further disclosure is required as per Accounting Standard "AS-17".

5. Contingent Liabilities and Commitments

1(a). Capital Commitment:

Commitments 15,100,000 Nil

1(b). Contingent Liabilities:

Guarantees given by bank on behalf of the Company 25,000,000 91,560,000

Guarantees given to bank & others by the Company 239,726,400 1,530,850,386

Disputed Tax Matters:

Custom Duty 18,33,26,582 64,226,582

Income tax * 165,415,902 3,880,370

* In respect of income tax liability for Assessment Year 2010-2011, for which reference has been made by the Company to Dispute Resolution Panel (DRP) against Draft Assessment Order. Pending final outcome of the DRP order amount in not ascertainable.

Dividend on Cumulative Preference Share* - 24,566,667

(*Arrears pertaining to 2007-08, 2008-09 ,2009-10, 2010-11, 2011-12 & 2012-13)

6 Previous year''s figure have been regrouped/ rearranged wherever necessary.


Mar 31, 2013

1 Three subsidiaries of the company are having negative net worth. The company has exposure of Rs 312,08,39,275,(Previous year Rs.4,003,319,864) Rs. 160,21,31,845 (Previous year Rs.1,201,671,493 )& Rs. 75,79,97,632(Previous year Rs. 1,099,953,990) in these companies towards investments, loans and advances and Trade receivables respectively against which aggregate provision of Rs 165,37,91,336 (Previous year Rs.2,253,800,190) has been made in the accounts of earlier year. The management of the company does not foresee any further requirement of provision in respect of these subsidiaries. Since the investment in these subsidiaries are long term in nature and all of the subsidiaries are having substantial carrying business value.

2 During the year the Company has written off its Investment in equity shares of one of the Subsidiary STS Creation Thai Limited, Thailand amounting to Rs. 62,031,574. An equivalent amount of provision for permanent diminution in such investment made in earlier years have been written back.

3 Related Party Disclosures:

A. List of related parties with whom transactions have taken place and relationships:

Subsidiaries (Direct and Step down)

1. Jewel Gem USA Inc.;

2. STS Gems Japan Limited;

3. STS Gems Limited, Hong Kong;

4. STS Jewels Inc., USA;

5. STS Creations Thai Limited, Thailand;

6. STS Gems Thai Limited, Thailand;

7. Genoa Jewelers Limited, BVI;

8. STS Gems USA Inc.;

9. The Jewellery Channel Ltd., United Kingdom; (Step down)

10. The Jewellery Channel Inc., USA (Step down)

Enterprises in which Key management personels are interested :

1. VGL Softech Limited

2. Shivram Properties Private Limited

3. Surawell Pacific Limited

4. Emerald Creation Inc.

5. Brett Plastic Pvt. Limited

6. Anubhav Gems (P) Ltd

7. Reengus Exim Private Limited 8. STP Exim Private Limited

Key Management Personnel (KMP):

1. Shri Rahimullah - Managing Director Relative of Key Management Personnel

1. Mr. Asifullah; 2. Mr. Arifullah,

4 Segment Reporting

Due to change in organizational structure as well as business focus of company consequent upon acquisition/setting up of various Overseas Corporate Bodies, differential risk and rewards are, now, more identifiable and associated with the method of distribution of product and hence, Company has identified business segment with respect to method of distribution as Primary Segment for its Consolidated Operation. The Company, on standalone basis, operates in only one business segment - "Wholesale Business" In view of this, no further disclosure is required as per Accounting Standard "AS-17".

5 In the opinion of the Board, all assets other than fixed assets and non current investments have a value on realisation in the ordinary course of business at least equal to the amount stated.

6 Previous year''s figure have been regrouped/ rearranged wherever necessary.


Mar 31, 2012

A. The company has one class or equity shares having a per value of Rs. 10 per share Each shareholder is eligible for one vote per share held expect those held as underlying for GDR. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuring Annual General Meeting, except in case of interim dividend. In the event of Liquidation, the equity shareholders are eligible to receive the remaining assets of the Company of the after distribution of all preferential amounts, in proportion to their shareholding.

b. Company has issued 44,00,000 Convertible 1% Redeemable Preference shares in the year 2006-07. Those Preference Shares are redeemable at the end of seven years from the data of allotment i.e. 31st Oct, 2006 or before at the discretion of the Board.

c. Employee Stock Option Scheme:

The Company has issued Employees' Stock Option Scheme (VGL ESOP - 2006) to its employees, (including certain employees of the Subsidiaries).

Out of stock option granted, 20% stock option will vest at the end of one year from the dale of Grant, 90% stock option at the end of the second year and balance 50% stock option at the end of third year. The exercise period for the options is four years horn the date of vesting.

* Partially granted out of lapsed option

The excess of market price per share as on date of grant of option, over the exercise price for the Stock Option granted to employees (including certain employees of the Subsidiaries), is amortized by the Company over the vesting period. The amortized value for the pertaining to its employees (including certain employees of the Subsidiaries) amounting to Rs. 3145 (Previous year (Rs. 424,325)) has been charged/credited under Employee Cost.

NON CURRENT LIABILITIES

1. Long Term Borrowings

b. Nature of security

A.Corporate Loan:-

(i) Above Corporate Loan is secured by second charges on Current Assets as well as Fixed Assets of the Company.

(ii) Pledge of 2,300,000 equity shares of Rs. 10 each of Vaibhav Gems Limited by Brett Plastic Private Limited and;

(iii) Pledge of 21,8000,000 equity shares of US $ 1 each or Genoa Jewelers Limited, BVI

B. Working Capital Term Loan

(i) Above WCTL Loan is secured by first pari pasu charge on block of assets (including Land & Building)

C. Working Capital Term Loan & Corporate Loan is further secured (on pari passu basis) by :-

(i) Pledge of 254,332 equity shares of Rs. 10 each of Vaibhav Gems Limited by Brett Plastic Private Limited.

(ii) Pledge of 200 common shares with no par value of STS Jewels Inc.

(iii) Pledge of 87.500 Ordinary Shares of HK $ 100 each & assignment of loan worth Rs. 2.42 Crores af STS Gems Limited, HKK.

(iv) Pledge of 12,576,633 equity shares of US $ 1each and assignment of loan worth Rs.43.63 Crores of Genoa Jawelers Limited, BVI and;

(v) Assignment of Loan to 2 subsidiaries of Rs. 46.05 Crores

(vi) Personal Guarantee of Mr. Sunil Agarwal, Chairman of the Company & pledge of 28.140 shares in his name.

c. Terms of Repayment of Term Loans

A. Corporate Loan

IDBI Term Loan of Rs.40.74 Crore with a moratorium period of 30 months and repayable In equal monthly Installment over a period of months commencing July 2011 carrying interest @ 8% p.a. upto June 2011 and @ 10 % p.a. thereafter

B. Working capital Term Loan

Punjab National Bank : WCTL of Rs. 36 crore with a moratorium period of 30 months and repayable in equal monthly 60 installments commencing July 2011 carrying interest @ 8 % p.a. upto June 2011 and @ 10 % p.a. threrafter.

State Bank of Bikaner & Jaipur: WCTL of Rs. 18 Crore with a moratorium period of 30 months and repayable in equal monthly 60 installments commencing July 2011 carrying interest @ 8% p.a. upto June 2011 and @ 10% p.a. thereafter.

Union Bank of India: WCTL of Rs.18 Crore with a moratorium period of 30 months and repayable in equal monthly 60 installments commencing July 2011 carrying interest @ 8% p.a. upto June 2011 and @ 10 % p.a. thereafter.

2. Short Term Borrowings

b. Nature of Security

Working Capital Facilities :-

(i) Above Loans are secured by hypothecation of Stock-in-trade and Book Debts on pari-passu basis.

(ii) Further Secured, on pari-passu basis by:-

a. Equitable Mortgage of Land and Buildings situated at K-6A & K-6B, Adarsh Nagar and E-68 & E-69 EPIP, Sitapura, Jaipur.

b. First charge on block or asset of the company (excluding Land & Building and vehicles)

(iii) Pledge of 200 common shares with no par value of STS Jewels Inc.

(iv) Pledge of 87,500 Ordinary Shares of HK $100 each & assignment of loan worth Rs. 2.42 Crores of STS Gems Limited, HKK.

(v) Pledge of 12,576,633 equity shares of US $1 each and assignment of loan worth Rs. 43.63 Crores of Genoa Jewelers Limted, BVI and;

(vi) Personal Guarantee of Mr. Sunil Agarwal, Chairman of the Company & pledge of 28,140 shares in his name.

3. Three subsidiaries of the company are having negative net worth. The company has exposure of Rs. 4,003,319,064, Rs.1,201,671,493 & Rs. 1,099,953,990. In these companies towards investments, loans and advance and Trade receivables respectively against which aggregate provision of Rs. 2,253,800,190 has been made in the accounts of earlier year. The management of the company does not foresee any further requirement of provision in respect off those subsidiaries. Since the investment in these subsidiaries are long term in nature and all of the subsidiaries are having substantial carrying business value.

4. During the year the Company has written off its investment in equity shares or one of the Subsidiary Indo Mexico Co. S. De R.L. De C. V., Mexico, Mexico amounting to Rs. 41,02,27,250. Equivalent amounts of provision for permanent diminution in such investment made in earlier years have been written back.

5. Related Party Disclosures:

A. List of related parties with whom transactions have taken place and relationships:

Subsidiaries (Direct and Step down)

1. Jewel Gem USA Inc.;

2. STS Gems Japan Limited;

3. STS Gems Limited, Hong Kong;

4. STS Gems Inc., USA;

5. STS Creations Thai Limited, Thailand;

6. STS Gems Thai Limited, Thailand;

7. Indo Mexico Co. S. De R.L. De C. V., Mexico;

8. Genoa Jewellers Limited, BVI;

9. STS Gems USA Inc.,;

10. The Jewellery Channel Ltd., United Kingdom

11. Genoa Jewelers (ST. Kitts) Limited, West Indies;

12. The Jewellery Channel Inc., USA

Enterprises in which Key management personnel are interested:

1. VGL Softech Limited

2. Emerald Creation Inc.

3. Anubhav Gems (P) Ltd.

Key Management Personnel (KMP):

1. Mr. Rahimullah - Managing Director

Relative of Key Management Personnel

1. Mr. Asifullah

2. Mr. Arifullah

6. Segment Reporting

Due to change in organizational structure as well as business focus of company consequent upon acquisition/setting up of various Oversees Corporate Bodies, differential risk and rewards are now more identifiable and associated with the method of distribution of product and hence, Company has identified business segment with respect to method of distribution as Primary Segment for its Consolidated Operation. The Company, on standalone basis, operates in only one business segment - "Wholesale Business" in view of this, no further disclosure is required as per Accounting Standard "AS-17".

7. In the opinion of the Board, all assess other than fixed assets and non current investments have a value on realization in the ordinary course of business at least equal to the amount stated.

8. As notified by Ministry of Corporate Affairs, Revised Schedule VI under the Companies Act, 1956 is applicable to the Financial Statements for the financial year commencing on or after 1st April, 2011. Accordingly, the financial statements for the year ended March 31, 2012 are prepared in accordance with the Revised Schedule VI. The amounts and disclosures included in the financial statements of the previous year have been reclassified to confirm to the requirements of Revised Schedule VI.


Mar 31, 2011

Particulars As At 31.03.2011 As at 31.03.2010

Rupees Rupees

1(b) Contingent Liabilities:

- Guarantees given by bank on behalf of the Company 8,09,30,000 7,70,32,800

- Guarantees given to bank & others by the Company 30,50,90,000 31,78,51,200

- Disputed Tax Matters Income Tax 40,96,403 2,51,31,306

Service Tax NIL 20,90,209

Custom Duty NIL NIL

- Dividend on Cumulative Preference Share* 1,76,00,000 1,32,00,000

( Arrears pertaining to 2007-08,2008-09,2009-10 & 2010-11)

c. Deferred Tax Liability /(Assets)(Net)

Net deferred tax charge/(credit) for the year of (Rs. 10,86,460) (Previous year Rs. 17,57,168) has been recognized in the Profitand Loss Account for the year.

2. The Company has classified various benefits provided to employees as under:

A. Defined Contribution Plans

a. Provident Fund

b. State Defined Contribution Plans

i. Employers' Contribution to Employees' State Insurance

B. Defined Benefit Plans

a. Contribution to Gratuity Fund (Funded Scheme)

- All the funds underthe plan assets are managed by insurer

VI. Actual Return on Plan Assets

The 100% Plan Assets of the Company as on balance sheet date are invested with Life Insurance Corporation through Group Gratuity Policy.

The expected rate of return on plan assets is based on market expectations at the beginning of the period. The rate of return on long-term government bonds is taken as reference for this purpose.

b. Leave Encashment (Non Funded Scheme)

Leave Encashment has been provided based on valuation , as at the balance sheet date, made by independent actuaries.

3. Sundry Creditors include overdue amounts (mainly unclaimed) of Rs. Nil (Previous Year Rs. Nil) including interest of Rs. Nil (Previous Year Rs. Nil) payable to Micro, Small & Medium enterprises. The company does not owe any amount to Micro, Small & Medium enterprises. These enterprises have been identified on the basis of information available to the Company.

4. Non Convertible Redeemable Cumulative Preference Share are redeemable at the end of seven years from the date of allotment i.e. 31st Oct 2006 or before at the discretion of the Board.

5. Employee Stock Option Scheme:

The Company has issued Employees' Stock Option Scheme (VOL ESOP- 2006) to its employees (including certain employees of the Subsidiaries).

Out of stock option granted, 20% stock option will vest at the end of one yearfrom the date of Grant, 30% stockoption at the end of the second year and balance 50% stock option at the end of third year The exercise period for the options is four year from the date of vesting.

The excess of market price per share as on the date of grant of option, over the exercise price for the Stock Option granted to employees (including certain employees of the Subsidiaries), is amortized by the Company over the vesting period. The amortized value for the year pertaining to its employees (including certain employees of the Subsidiaries) amounting to Rs. (4,24,325) [Last Year (Rs.141,131)] has been charged under Employee Cost.

6. Three subsidiaries of the company are having negative net worth. The company has exposure of Rs 4,003,319,864, Rs 1,131,641,158, Rs 163,025,979. in these companies towards investments, loans and advance and sundry debtors respectively against which aggregate provision of Rs 2,228,800,190 has been made in the accounts of earlier year. Out of this a provision of Rs 100,000,000 has been written back during the year towards loan. The management of the company does not foresee any further requirement of provision in respect of these subsidiaries. Since the investment in these subsidiaries are long term in nature and all of the subsidiaries are having substantial carrying business value.

Further during the year on account of recoveries excess provision for doubtful debts amounting to Rs.188,966,964 has been appropriated againstthe investment held in subsidiary company.

7. Donation paid Rs.1,361,000 for which consent of shareholder under section 293(1)(e) of the Companies Act, 1956 is yet to be obtained.

8. Related Party Disclosures:

A. List of related parties with whom transactions have taken place and relationships:

Subsidiaries (Direct and Step down)

1. Jewel Gem USA Inc.; 2. STS Gems Japan Limited; 3. STS Gems Limited, Hong Kong; 4. STS Jewels Inc., USA; 5. STS Creations Thai Limited, Thailand; 6. STS Gems Thai Limited, Thailand; 7. Indo Mexico Co. S. De R.L. De C.V., Mexico; 8. Genoa Jewelers Limited, BVI; 9. STS Jewels Canada INC.; 10. STS Gems USA Inc.; 11. The Jewellery Channel Ltd., United Kingdom; 12. Genoa Jewelers STT (St. Thomas) Limited, USVI; 13. Genoa Jewelers (St. Kitts) Limited, West Indies; 14. Genoa Jewelers (SXM) N.V., St. Maarten. 15. Der Schmuckkanal Deutschland GmbH; Germany 16. Liquidation Channel, Austin (formerly known as The Jewellery Channel Inc., USA).

Enterprises in which Directors are interested :

1. VGL Softech Limited; 2. Shivram Properties Private Limited. 3. Surawell Pacific Limited. 4. Emerald Creation Inc. 5 Brett Plastic Pvt. Limited

Key Management Personnel (KMP)

L Shri Rahimullah Managing Director;

Relative of Key Management Personnel

1.Mr.Asifullah;

2.Mr.Arifullah

9. Segment Reporting:

Due to change in organizational structure as well as business focus of company consequent upon acquisition/setting up of various Overseas Corporate Bodies, differential risk and rewards are, now, more identifiable and associated with the method of distribution of product and hence, Company has identified business segment with respect to method of distribution as Primary Segment for its Consolidated Operation. The Company, on standalone basis, operates in only one business segment "Wholesale Business" In view of this, no further disclosure is required as per Accounting Standard "AS-17".

10. Previous year figures have been reworked, regrouped, rearranged and reclassified wherever considered necessary, to make them comparable to those of the current year.


Mar 31, 2010

31st March, 2010 31st March, 2009

Particulars Rupees Rupees Rupees Rupees

1(b). Contingent Liabilities:

a. Guarantees given by bank on

behalf of Company 77,032,800 81,861,000

b. Guarantees given to bank &

others by the Company 317,851,200 1,693,851,500

c. Disputed Tax Matters

Income Tax 25,131,306 11,099,221

Service Tax 2,090,209 1,436,380

Custom Duty Nil Nil

d. Dividend on Cumulative Preference

Share 13,200,000 8,800,000

(*Arrears pertaining to 2007 08, 2008 09 & 2009 10)

2. Sundry Creditors include overdue amounts (mainly unclaimed) of Rs. Nil (Previous Year Rs. Nil) including interest of Rs. Nil (Previous Year Rs. Nil) payable to Micro, Small & Medium enterprises. The company does not owe any amount to Micro, Small & Medium enterprises. These enterprises have been identified on the basis of information available to the Company.

3. Non Convertible Redeemable Cumulative Preference Share are redeemable at the end of seven years from the date of allotment i.e. 31st Oct 2006 or before at the discretion of the Board.

4. Employee Stock Option Scheme:

The Company has issued Stock Option under the VGLs Employee Stock Option Scheme (VGL ESOP – 2006) to its employees (including certain employees of the Subsidiaries).

5. The company had applied for restructuring of its working capital and term loan under CDR Mechanism and accordingly honorable CDR Cell had approved the restructuring of debts of the company in the month of June, 2009. Out of the total working capital limit of Rs 132 Crore, Rs. 72 Crore has been converted into Working Capital Term Loan and Rs. 60 Crore continues as working Capital Limits.

6. Exceptional items represent provision made against investments/ receivables from subsidiaries or its subsequent reversal.

7. Un-hedged foreign currency exposures as at March 31,2010 are as under:

Particulars Rs. in Crore

Receivables 160.56

Payables 41.29

8. Three subsidaries of the company are having negative net worth where the company has exposure of Rs. 261.48 crores, Rs. 48.56 Crore and Rs. 99.22 Crores. In these companies towards the investment, loans and advances and sundry debtors respectively. The management of the company does not foresee any further requirment of provision in respect of these subsidries, since the investment in these subsidiaries are long term in nature and all of the subsidiaries are having substantial currying business value.

9. Related Party Disclosures:

A. List of related parties with whom transactions have taken place and relationships:

Subsidiaries (Direct and Step down)

1. Jewel Gem USA Inc.; 2. STS Gems Japan Limited; 3. STS Gems Limited, Hong Kong; 4. STS Jewels Inc., USA; 5. STS Creations Thai Limited, Thailand; 6. STS Gems Thai Limited, Thailand; 7. Indo Mexico Co. S. De R.L. De C.V., Mexico; 8. Genoa Jewelers Limited, BVI; 9. STS Jewels Canada INC.; 10. STS Gems USA Inc.; 11. The Jewellery Channel Ltd., United Kingdom; 12. Genoa Jewelers STT (St. Thomas) Limited, USVI; 13. Genoa Jewelers (St. Kitts) Limited, West Indies; 14. Genoa Jewelers (SXM) N.V., St. Maarten. 15. Der Schmuckkanal Deutschland GmbH; Germany 16. The Jewellery Channel Inc. ( also known as Liquidation Channel, Austin)

10. Segment Reporting:

Based on a reconsideration of relevant factors †especially the nature of risks and returns, the Company is considered to be a single segment company "Wholesale Business". As per AS 17 Segment Reporting if a single financial report contains both consolidated financial statements and the separate financial statement of the parent, segment information need be presented only on the basis of the consolidated financial statements. Accordingly, information required to be presented under AS 17 Segment Reporting has been given in the consolidated financial statements.

11. Previous year figures have been reworked, regrouped, rearranged and reclassified wherever considered necessary, to make them comparable to those of the current year.

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