Mar 31, 2014
Dear Members,
The Directors present the Twenty-third Annual Report of the Company
together with the Audited Statement of Accounts for the year ended 31st
March 2014.
1. FINANCIAL RESULTS:
The financial performance of the Company, for the year ended March 31,
2014 is summarized below:
(Rs. In Lacs)
Particulars For the year ended For the year ended
31st March 2014 31st March 2013
Revenue from Operations 8,373.50 8237.20
Other Income 2.53 3.99
Profit before Depreciation and Tax 30.82 161.27
(Less): Depreciation (11.19) (11.66)
Profit for the year before tax 19.63 149.60
(Less): Exceptional Items (1.52) -
Add/(Less): Provision for Taxation (2.96) (47.18)
Profit after Tax 15.15 102.42
2. REVIEW OF OPERATIONS:
The Company registered turnover of Rs. 837,349,575/- in the current
year as compared to Rs. 823,720,082/- during the previous year.
However, due to increase in expenses, the Company earned Profit before
tax of Rs. 1,962,869/- as compared to Rs. 14,960,843/- in the previous
year. Your Directors expect better performance in future. Business
review details are included in Management Discussion and Analysis
Report.
3. DIVIDEND:
In view to conserve resources, your Directors do not recommend any
dividend for the financial year ended 2013-14.
4. DIRECTORS:
Pursuant to Sections 149, 152 and any other applicable provisions of
the Companies Act, 2013, Mr. Jayant Nagarkar (DIN 00131405) and Mr.
Vikas Patel (DIN-00131285), are proposed to be appointed as Independent
Directors to hold office for five consecutive years.
Pursuant to Companies Act, 2013, office of Directorship of Mr. Ronak
Doshi (DIN: 00102959) is liable to retire by rotation.
Brief resume of the Director proposed to be appointed, nature of their
expertise in specific functional areas, names of the Companies in which
they hold directorships and membership/Chairmanship of Committees of
the Board, their shareholding in the Company and inter-se relationship
with Directors, as stipulated under section 149(6) of the Companies
Act, 2013 and Clause 49 of Listing Agreement entered into with the
Stock Exchanges, are set out in the Notice forming part of the Annual
Report.
The Board commends the resolution to the members for the respective
appointments/re-appointment.
5. CORPORATE GOVERNANCE:
Your Company is committed to maintain the highest standard of Corporate
Governance and adhere to the requirements set out by SEBI. The Report
on Corporate Governance as stipulated under Clause 49 of the Listing
Agreement, including the shareholders'' information and auditor''s
certificate on its compliance, forms a part of this Annual Report.
6. AUDITORS REPORT:
With respect to remark of Auditors with reference to leave encashment
which is provided on the basis of actual calculation rather than
actuarial valuation as per AS 15, your Directors have to state that
since the Company provides leave encash- ment benefits to employees on
actual basis, there is no outstanding amount and hence no provision has
been made for the same.
7. AUDITORS:
The present Statutory Auditors of the Company, M/s. Ashok Bairagra &
Associates, Chartered Accountants, retire at the conclusion of the
ensuing Annual General Meeting. The Company has received a letter as
required under Section 141 of the Companies Act, 2013 (erstwhile
section 224(1B) of the Companies Act, 1956) from M/s. Ashok Bairagra &
Associates (having Firm Registration No. 118677W), Chartered
Accountants, confirming their eligibility and willingness to act as
Statu- tory Auditors, if re-appointed. M/s. Ashok Bairagra &
Associates, Chartered Accountants are hereby appointed as Statu- tory
Auditors of the Company to hold office for the period of 3 (three)
years from the conclusion of this Annual General Meeting until the
conclusion of the fourth Annual General Meeting to examine and audit
the accounts of the Company for the financial year 2014-15, 2015-16 and
2016-17, subject to ratification by the members of the Company at both
the subsequent AGM.
8. INSURANCE:
All the assets of the Company, wherever necessary and to the extent
required, have been insured.
9. DIRECTORS'' RESPONSIBILITY STATEMENT:
As required under Section 217(2AA) of the Companies Act, 1956, your
Directors confirm that:
a) The Company has followed the applicable accounting standards except
AS 15 in the preparation of the Annual Accounts.
b) The Directors had selected the 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 of the
Company for the year under review.
c) The Directors have taken proper and sufficient care for 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) The Directors have prepared the Annual Accounts on a going concern
basis.
10. MANAGEMENT DISCUSSION AND ANALYSIS:
The Management Discussion and Analysis Report for the financial year
under review as stipulated under Clause 49 of the Listing Agreement
entered with the Stock Exchange is enclosed as a part of this Annual
Report.
11. PERSONNEL:
As on date, none of the employees of the Company fall within the
purview of the provisions of Section 217(2A) of the Companies Act, 1956
read with the Companies (Particulars of Employees) Rules, 1975 and
Companies (Particulars of Em- ployees) Amendment Rules, 2011.
12. FIXED DEPOSITS:
The Company has not accepted any deposit within the purview of section
58A of the Companies Act, 1956 during the year under review.
13. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & INNOVATIONS AND
FOREGIN EXCHANGE:
The information as required under section 217(1)(e) of the Companies
Act, 1956, read with the Companies (Disclosure of Particulars in Report
of the Board of Directors) Rules, 1988 with respect to conservation of
energy, technology absorption and foreign exchange earnings is given
below:
A. Conservation of Energy:
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 required to be given. Though our operations are not energy-
intensive, efforts have been made to conserve energy by utilizing
energy- efficient equipments.
Your Company firmly believes that our planet is in dire need of energy
resources and conservation is the best policy.
B. Technology Absorption, Adaptation and Innovation:
The Company did not have any technical collaboration agreement in force
during the year under review and therefore disclosure under Form B is
not applicable.
14. Preferential Allotment of Fully Convertible Equity Share Warrants:
Based on the approval of the members taken in the 22nd Annual General
Meeting, the Company has made preferential al- lotment of Fully
Convertible Equity Share Warrants to the following personnel as
mentioned below, as per the provision of section 81(1A) of the
Companies Act, 1956 and as per the Listing Agreement entered in to by
the Company with the Stock Exchanges where the shares of the Company
are listed and in accordance with Regulations prescribed by the
Securities and Exchange Board of India ("SEBI"). The Company had
obtained approval of members for allotment of 15,60,000 equity shares
but based on the share application money received, the Company has made
an preferential allotment of 10,60,000 Fully Convertible Equity Share
Warrants carrying an entitlement to subscribe to an equivalent number
of Equity Shares of Rs. 10/- each at an exercise price of Rs. 18/- (Rs.
10/- each at premium of Rs. 8/- each) to the promoter group whose names
are mentioned below:
a. Rekha Doshi - 239600
b. Ronak Doshi - 310200
c. Gaurav Doshi - 310200
d. Reshma Doshi - 100000
e. Vaitasi Doshi - 100000
Further we have to inform the shareholders that in the 22nd Annual
Report the relevant date for the preferential issue was mentioned as
31st August 2013, however since it was Saturday, the relevant date was
changed to Friday, 30th August 2013. Also pursuant to the amendment in
SEBI (ICDR) Regulations, 2009 dated 26th August 2013, the lock-in shall
be from the date of trading approval instead of date of allotment as
mentioned in the 22nd Annual Report.
15. ACKNOWLEDGEMENTS:
The Board of Directors expresses their deep gratitude for the
co-operation and support extended to the Company by its customers,
suppliers, Bankers and various Government agencies. Your Directors also
place on record the commitment and involvement of the employees at all
levels and looks forward to their continuous co-operation.
By Order of the Board of Directors
Gaurav Doshi
Chairman & Managing Director
DIN-00166703
Date: 2nd September 2014 G/32, Gems and Jewellery Complex III,
Place: Mumbai Seepz (SEZ), Andheri (East),
Mumbai - 400 096.
Registered Office:
G-32, Gems & Jewellery Complex III,
Seepz (SEZ), Andheri (East), Mumbai-400 096
CIN: L36911MH1991PLC063357
Mar 31, 2013
To, The Members, Neogem India Limited
The Directors present the Twenty-second Annual Report of the Company
together with the Audited Statement of Accounts for the year ended 31st
March 2013.
1. FINANCIAL RESULTS:
The financial performance of the Company, for the year ended March 31,
2013 is summarized below :
(Rs. In Lacs)
Particulars For the
year ended For the
year ended
31st March 2013 31st March 2012
Sales Income 8237.20 8173.79
Other Income 3.99 367.96
Profit before Depreciation and Tax 161.27 158.38
(Less): Depreciation (11.66) (11.84)
Profit for the year before tax 149.60 146.54
(Less): Exceptional Items (0.29)
Add/(Less): Provision for Taxation (47.18) (44.91)
Profit after Tax 102.42 101.35
2. REVIEW OF OPERATIONS:
The Company registered turnover of Rs. 823,720,082/- in the current
year as compared to Rs. 817,379,494/- during the previous year. The
Company earned Profit before tax of Rs. 14,960,843/- as compared to Rs.
14,625,466/- in the previous year. Your Directors expect better
performance in future. Business review details are included in
Management Discussion and Analysis Report.
3. DIVIDEND:
In view to conserve resources, your Directors do not recommend any
dividend for the financial year ended 2012-13.
4. DIRECTORS:
In accordance with the provisions of the Companies Act, 1956, read with
the Articles of Association of the Company, Mr. Jayant Nagarkar retires
by rotation at the ensuing Annual General Meeting and being eligible,
offers himself for re-appointment.
Brief resume of the Director proposed to be reappointed, nature of his
expertise in specific functional areas, names of the Companies in which
he holds directorships and membership/Chairmanship of Committees of the
Board, his shareholding in the Company and inter-se relationship with
Directors, as stipulated under Clause 49 of the Listing Agreement
entered into with the Stock Exchanges, are set out in the Notice
forming part of the Annual Report.
5. CONNECTIVITY WITH CDSL:
Your Directors are pleased to inform you that, your Company was
successful in obtaining connectivity with CDSL (Central Depository
Services Limited) w.e.f. 10th January 2013 during the year under
review. This will bring comfort to the shareholders who wish to
dematerialize their shares on CDSL. With this your Company has
connectivity with both the Depository participants i.e. NSDL (National
Securities Depository Limited) & CDSL.
6. CORPORATE GOVERNANCE:
Your Company is committed to maintain the highest standard of Corporate
Governance and adhere to the requirements set out by SEBI. The Report
on Corporate Governance as stipulated under Clause 49 of the Listing
Agreement, including the shareholders'' information and auditor''s
certificate on its compliance, forms a part of this Annual Report.
7. AUDITORS REPORT:
With respect to remark of Auditors with reference to leave encashment
which is provided on the basis of actual calculation rather than
actuarial valuation as per AS 15, your Directors have to state that
since the Company provides leave encashment benefits to employees on
actual basis, there is no outstanding amount and hence no provision has
been made for the same.
8. AUDITORS:
The present Statutory Auditors of the Company, M/s. Ashok Bairagra &
Associates, Chartered Accountants, retire at the conclusion of the
ensuing Annual General Meeting. The Company has received a letter as
required under section 224(1B) of the Companies Act, 1956 from M/s.
Ashok Bairagra & Associates (having Firm Registration No. 118677W),
Chartered Accountants, confirming their eligibility and willingness to
act as Statutory Auditors, if re- appointed. The members are requested
to appoint the Statutory Auditors from the conclusion of this Annual
General Meeting until the conclusion of the next Annual General
Meeting.
9. INSURANCE:
All the assets of the Company, wherever necessary and to the extent
required, have been insured.
10. DIRECTORS'' RESPONSIBILITY STATEMENT:
In compliance to the requirements of section 217(2AA) of the Companies
Act 1956, your Directors confirm that:
a) The Company has followed the applicable accounting standards except
AS 15 in the preparation of the Annual Accounts.
b) The Directors had selected the 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 of the
Company for the year under review.
c) The Directors have taken proper and sufficient care for 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) The Directors have prepared the Annual Accounts on a going concern
basis.
11. MANAGEMENT DISCUSSION AND ANALYSIS:
The Management Discussion and Analysis Report for the financial year
under review as stipulated under Clause 49 of the Listing Agreement
entered with the Stock Exchange is enclosed as a part of this Annual
Report.
12. PERSONNEL:
As on date, none of the employees of the Company fall within the
purview of the provisions of Section 217(2A) of the Companies Act, 1956
read with the Companies (Particulars of Employees) Rules, 1975 and
Companies (Particulars of Employees) Amendment Rules, 2011.
13. FIXED DEPOSITS:
The Company has not accepted any deposit within the purview of section
58A of the Companies Act, 1956 during the year under review.
14. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & INNOVATIONS AND
FOREGIN EXCHANGE:
The information as required under section 217(1)(e) of the Companies
Act, 1956, read with the Companies (Disclosure of Particulars in Report
of the Board of Directors) Rules, 1988 with respect to conservation of
energy, technology absorption and foreign exchange earnings is given
below:
A. Conservation of Energy:
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 required to be given. Though our operations are not energy-
intensive, efforts have been made to conserve energy by utilizing
energy- efficient equipments.
Your Company firmly believes that our planet is in dire need of energy
resources and conservation is the best policy.
B. Technology Absorption, Adaptation and Innovation:
The Company did not have any technical collaboration agreement in force
during the year under review and therefore disclosure under Form B is
not applicable.
15. ACKNOWLEDGEMENTS:
The Board of Directors expresses their deep gratitude for the
co-operation and support extended to the Company by its customers,
suppliers, Bankers and various Government agencies. Your Directors also
place on record the commitment and involvement of the employees at all
levels and looks forward to their continuous co-operation.
By Order of the Board of Directors
Date : 2nd September 2013 Gaurav Doshi
Place : Mumbai Chairman & Managing Director
Registered Office:
G-32, Gems & Jewellery Complex III,
Seepz (SEZ), Andheri (East),
Mumbai - 400 096.
Mar 31, 2012
The Directors present the Twenty-first Annual Report of the Company
together with the Audited Statement of Accounts for the year ended 31st
March 2012.
1. FINANCIAL RESULTS:
The financial performance of the Company, for the year ended March 31,
2012 is summarized below:
Particulars For the
year ended For the
year ended
31st March
2012 31st March
2011
Sales Income 8173.79 8200.45
Other Income 367.96 158.51
Profit before Depreciation and Tax 158.38 155.16
(Less): Depreciation (11.84) (14.33)
Profit for the year 146.54 140.83
(Less): Exceptional Items (0.29) -
Add/(Less): Provision for Taxation (44.91) 2.44
Profit after Tax 101.35 143.27
2. REVIEW OF OPERATIONS:
The Company registered turnover of Rs. 817,379,494/- in the current year
as compared to Rs. 820,044,691/- during the previous year. Inspite of
decrease in sales, reduction in depreciation amount enabled the Company
to earn Profit before tax of Rs. 14,625,466/- as compared to Rs.
14,083,241/- in the previous year. Your Directors expect better
performance in future. Business review details are included in
Management Discussion and Analysis Report.
3. DIVIDEND:
In view to conserve resources, your Directors do not recommend any
dividend for the financial year ended 2011-12.
4. ISSUE OF WARRANTS:
The Company in the Annual General Meeting held on 30th September 2010
obtained approval of members for issue of 15,60,000 warrants on
preferential basis to promoters. The Company is awaiting for
in-principle from Bombay Stock Exchange for allotment of the same to
the promoters. The funds raised through the preferential issue shall be
utilized towards working capital requirements.
5. DIRECTORS:
In accordance with the provisions of the Companies Act, 1956, read with
the Articles of Association of the Company, Mr. Vikas Patel retires by
rotation at the ensuing Annual General Meeting and being eligible,
offers himself for re- appointment.
Brief resume of the Director proposed to be reappointed, nature of his
expertise in specific functional areas, names of the Companies in which
he holds directorships and membership/Chairmanship of Committees of the
Board, his shareholding in the Company and inter-se relationship with
Directors, as stipulated under Clause 49 of the Listing Agreement
entered into with the Stock Exchanges, are set out in the Notice
forming part of the Annual Report.
6. CORPORATE GOVERNANCE:
Your Company is committed to maintain the highest standard of Corporate
Governance and adhere to the requirements set out by SEBI. The Report
on Corporate Governance as stipulated under Clause 49 of the Listing
Agreement, including the shareholdersGJnformation and auditors
certificate on its compliance, forms a part of this Annual Report.
7. AUDITORS REPORT:
With respect to remark of Auditors with reference to leave encashment
which is provided on the basis of actual calculation rather than
actuarial valuation as per AS 15, your Directors have to state that
since the Company provides leave encashment benefits to employees on
actual basis, there is no outstanding amount and hence no provision has
been made for the same.
8. AUDITORS:
The present Statutory Auditors of the Company, M/s. Ashok Bairagra &
Associates, Chartered Accountants, retire at the conclusion of the
ensuing Annual General Meeting. The Company has received a letter as
required under section 224(1B) of the Companies Act, 1956 from M/s.
Ashok Bairagra & Associates (having Firm Registration No. 118677W),
Chartered Accountants, confirming their eligibility and willingness to
act as Statutory Auditors, if re- appointed. The members are requested
to appoint the Statutory Auditors from the conclusion of this Annual
General Meeting until the conclusion of the next Annual General
Meeting.
9. INSURANCE:
All the assets of the Company, wherever necessary and to the extent
required, have been insured.
10. DIRECTORSSRESPONSIBILITY STATEMENT:
In compliance to the requirements of section 217(2AA) of the Companies
Act 1956, your Directors confirm that:
a) The Company has followed the applicable accounting standards except
AS 15 in the preparation of the Annual Accounts and there has been no
material departure except accounts drawn as per revised Schedule VI as
per the Companies Act, 1956.
b) The Directors had selected the 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 of the
Company for the year under review.
c) The Directors have taken proper and sufficient care for 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) The Directors have prepared the Annual Accounts on a going concern
basis.
11. MANAGEMENT DISCUSSION AND ANALYSIS:
The Management Discussion and Analysis Report for the financial year
under review as stipulated under Clause 49 of the Listing Agreement
entered with the Stock Exchange is enclosed as a part of this Annual
Report.
12. PERSONNEL:
As on date, none of the employees of the Company fall within the
purview of the provisions of Section 217(2A) of the Companies Act, 1956
read with the Companies (Particulars of Employees) Rules, 1975 and
Companies (Particulars of Employees) Amendment Rules, 2011.
13. FIXED DEPOSITS:
The Company has not accepted any deposit within the purview of section
58A of the Companies Act, 1956 during the year under review.
14. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & INNOVATIONS AND
FOREGIN EXCHANGE:
The information as required under section 217(1)(e) of the Companies
Act, 1956, read with the Companies (Disclosure of Particulars in Report
of the Board of Directors) Rules, 1988 with respect to conservation of
energy, technology absorption and foreign exchange earnings is given
below:
A. Conservation of Energy:
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 required to be given. Though our operations are not energy
- intensive, efforts have been made to conserve energy by utilizing
energy - efficient equipments.
Your Company firmly believes that our planet is in dire need of energy
resources and conservation is the best policy.
B. Technology Absorption, Adaptation and Innovation:
The Company did not have any technical collaboration agreement in force
during the year under review and therefore disclosure under Form B is
not applicable.
C. Foreign Exchange Earnings and Outgo:
1. The Company is engaged in activates relating to exports and taking
measures for increasing exports, developing new export markets for
production and formulating export plans.
2. Total foreign exchange used and earned:
(Rs. in Lacs)
Particulars 2011-12 2010-11
Foreign exchange earned on F.O.B. basis 8042.39 8062.26
Foreign exchange used 7677.29 7852.51
15. ACKNOWLEDGEMENTS:
The Board of Directors expresses their deep gratitude for the
co-operation and support extended to the Company by its customers,
suppliers, Bankers and various Government agencies. Your Directors also
place on record the commitment and involvement of the employees at all
levels and looks forward to their continuous co-operation.
By Order of the Board of Directors
Date : 1st September 2012 Gaurav Doshi
Place : Mumbai Chairman &
Managing Director
Registered Office:
G-32, Gems & Jewellery Complex III,
Seepz (SEZ), Andheri (East), Mumbai-400 096
Mar 31, 2011
The Members,
Neogem India Limited
The Directors are pleased to present the Twentieth Annual Report of the
Company together with the Audited Statement of Accounts for the year
ended 31st March, 2011.
1. FINANCIAL RESULTS:
The financial performance of the Company for the year ended 31st March,
2011 is summarized below:
(Rs. in Lacs)
PARTICULARS For the year For the year
ended ended
31st March, 31st March,
2011 2010
Sales Income 8200.45 2,390.40
Other Income 158.51 39.54
Profit before Depreciation and Tax 155.16 106.35
Less: Depreciation (14.33) (15.47)
Profit for the year 140.83 90.88
Less: Provision for Taxation (2.44) (22.60)
Profit after Tax 143.27 113.48
Prior Period Adjustments - (2.34)
Balance brought forward from P.Y. 181.10 65.67
Balance carried to Balance Sheet 324.38 181.10
2. REVIEW OF OPERATIONS:
The operations of the Company have shown considerable improvement as
compared to the previous year. The Company has achieved a turnover of
Rs.82,00,44,691/- in the current year as compared to Rs.23,90,40,160/-
during the previous year reflecting a growth of 243%. Initiatives to
improve operational efficiencies led to reduced costs and improvements
in product and service quality. The profits of the Company have also
shown a remarkable increase with the Company earning a Profit of
Rs.1,40,83,241/- before tax as compared to a Profit of Rs.90,87,673/-
before tax for the previous year registering an increase of 54.97%.
The Company's performance in this financial year has been impressive
and your Directors are hopeful to take the same forward with its
constant endeavor to deliver better performance.
3. DIVIDEND:
In view to conserve resources, your Directors do not recommend any
dividend for the financial year ended 31st March, 2011.
4. ISSUE OF WARRANTS:
The Company in the Annual General Meeting held on 30th September 2010
obtained approval of members for the issue of 15,60,000 warrants on
preferential basis to promoters. The Company is awaiting the
in-principle approval from Bombay Stock Exchange for allotment of the
same to the promoters. The funds raised through the preferential issue
shall be utilized towards working capital requirements.
5. DIRECTORS:
In accordance with the provisions of the Companies Act, 1956, read with
the Articles of Association of the Company, Mr. Jayant Nagarkar
retires by rotation at the ensuing Annual General Meeting and being
eligible, offers himself for re-appointment.
Brief resume of the Director proposed to be reappointed, nature of his
expertise in specific functional areas, names of the Companies in which
he holds directorships and membership / chairmanship of Committees of
the Board, his shareholding in the Company and inter-se relationship
with Directors, as stipulated under Clause 49 of the Listing Agreement
entered into with the Stock Exchanges, are set out in the Notice
forming part of the Annual Report.
6. CORPORATE GOVERNANCE:
The Company is committed to uphold the highest standards of Corporate
Governance and adhere to the requirements set out by the S.E.B.I. The
Report on Corporate Governance as stipulated under Clause 49 of the
Listing Agreement forms a part of this Annual Report as Annexure 1.
The Chairman & Managing Director's declaration regarding compliance
with the Code of Conduct and the Auditor's certificate on compliance
with Corporate Governance requirements are also attached to the
Corporate Governance Report as Annexure 2 and 3, respectively.
7. AUDITORS REPORT:
With respect to the remark of the Auditors with reference to leave
encashment which is provided on the basis of actual calculation rather
than actuarial valuation as per AS 15, your Directors have to state
that since the Company provides leave encashment benefits to employees
on actual basis, there is no outstanding amount and hence no provision
has been made for the same.
8. AUDITORS:
The present Statutory Auditors of the Company, M/s. Ashok Bairagra &
Associates, Chartered Accountants, retire at the conclusion of the
ensuing Annual General Meeting. The Company has received a letter as
required under section 224(1B) of the Companies Act, 1956 from M/s.
Ashok Bairagra & Associates, Chartered Accountants, confirming their
eligibility and willingness to act as Statutory Auditors, if
re-appointed. The members are requested to appoint the Statutory
Auditors from the conclusion of this Annual General Meeting until the
conclusion of the next Annual General Meeting.
9. INSURANCE:
All the assets of the Company, wherever necessary and to the extent
required, have been insured.
10. DIRECTORS' RESPONSIBILITY STATEMENT:
In compliance with the requirements of section 217(2AA) of the
Companies Act 1956, your Directors confirm that:
a) The Company has followed the applicable accounting standards in the
preparation of the Annual Accounts and there has been no material
departure.
b) The Directors had selected the 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 of the
Company for the year under review.
c) The Directors have taken proper and sufficient care for 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) The Directors have prepared the Annual Accounts on a going concern
basis.
11. MANAGEMENT DISCUSSION AND ANALYSIS:
The Management Discussion and Analysis Report for the financial year
under review as stipulated under Clause 49 of the Listing Agreement
entered with the Stock Exchange is enclosed as a part of this Annual
Report as Annexure 4.
12. PERSONNEL:
The Ministry of Corporate Affairs has notified Companies (Particulars
of Employees) Amendment Rules, 2011 vide GSR 289 (E) dated 31.03.2011
raising the limit of employee's salary to be disclosed in the Directors
Report. The employee's salary limit has been raised from Rupees
Twenty-four Lakhs per financial year or Rupees Two Lakhs per month to
Rupees Sixty Lakhs per financial year or Rupees Five Lakhs per month.
As on date, none of the employees of the Company fall within the
purview of the provisions of Section 217(2A) of the Companies Act, 1956
read with the Companies (Particulars of Employees) Rules, 1975 and
Companies (Particulars of Employees) Amendment Rules, 2011.
13. FIXED DEPOSITS:
The Company has not accepted any deposit within the purview of section
58A of the Companies Act, 1956 during the year under review.
14. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & INNOVATIONS AND
FOREGIN EXCHANGE:
The information as required under section 217(1)(e) of the Companies
Act, 1956, read with the Companies (Disclosure of Particulars in Report
of the Board of Directors) Rules, 1988 with respect to conservation of
energy, technology absorption and foreign exchange earnings is given
below:
A. Conservation of Energy:
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 required to be given. Though our operations are not
energy-intensive, efforts have been made to conserve energy by
utilizing energy-efficient equipments.
Your Company firmly believes that our planet is in dire need of energy
resources and conservation is the best policy.
B. Technology Absorption, Adaptation and Innovation:
The Company did not have any technical collaboration agreement in force
during the year under review and therefore disclosure under Form B is
not applicable.
C. Foreign Exchange Earnings and Outgo:
1. The Company is engaged in activates relating to exports and taking
measures for increasing exports, developing new export markets for
production and formulating export plans.
2. Total foreign exchange used and earned:
(Rs. in Lacs)
Particulars 2010-11 2009-10
Foreign exchange earned on
F.O.B. basis 8,062.26 2,273.84
Foreign exchange used 7,851.25 1,903.12
15. ACKNOWLEDGEMENTS:
The Board of Directors express their deep gratitude for the
co-operation and support extended to the Company by its customers,
suppliers, bankers and various government agencies. Your Directors also
place on record the commitment and involvement of the employees at all
levels and look forward to their continuous co-operation.
By Order of the Board of Directors
Gaurav Doshi
Chairman & Managing Director
Date 31st August, 2011
Place Mumbai
Registered Office:
G-32, Gems & Jewellery Complex III,
Seepz (SEZ), Andheri (East), Mumbai - 400096
Mar 31, 2010
The Directors are pleased to present the Nineteenth Annual Report of
the Company together with the Audited Statement of Accounts for the
year ended 31st March 2010.
1. FINANCIAL RESULTS:
The financial performance of the Company, for the year ended March 31,
2010 is summarized below:
(Rs.in Lacs)
PARTICULARS For the year ended For the year ended
31st March, 2010 31st March, 2009
Sales Income 2,390.40 1,550.47
Other Income 39.54 36.57
Profit before
Depreciation 106.35 257.74
Depreciation (15.47) (18.80)
Profit for the year 90.88 (276.54)
Provision for
Taxation 22.60 (15.32)
Profit after Tax 113.48 (291.86)
Prior Period
Adjustments 1.95 0.92
Balance brought forward
from P.Y. 65.67 356.61
Balance carried to
Balance Sheet 181.10 65.67
2. REVIEW OF OPERATIONS:
An economic recovery was witnessed in the global markets in the second
half of F.Y. 2009-10 from the recessionary trends of the previous year.
The luxury market segment gained from increased consumer spending which
led to increase in sales to Rs.23,90,40,160/- from Rs. 15,50,47,370/-
registering growth of 54.17%. Initiatives to improve operational
efficiencies and synergizing operations led the Company to register a
Profit before tax of Rs.90,87,673/- compared to loss in the previous
year of Rs.2,76,54,314/-. Despite the global financial turmoil, the
turnaround in the Companys performance is a reflection of improved
operational efficiencies.
3. DIVIDEND:
In view to conserve resources, your Directors do not recommend any
dividend for the financial year ended 2009-10.
4. ALLOTMENT OF EQUITY SHARES PURSUANT TO CONVERSION OF EQUITY SHARE
WARRANTS:
The Company in the Board Meetings held on 31stl March 2010 and 14th
April 2010, converted its 15,65,000 fully convertible Equity Share
Warrants of Rs.10/- each in 2 tranches comprising of 3,90,000 &
11,75,000 Equity shares, respectively. Further, during the period
under review, the Company has received Rs.85,10,000/- as proceeds of
Preferential Issue which have been utilised towards working capital
requirement of the Company as on 31st March 2010.
5. DIRECTORS:
In accordance with the provisions of the Companies Act, 1956, read with
the Articles of Association of the Company, Mr. Ronak Doshi retires by
rotation at the ensuing Annual General Meeting and being eligible,
offers himself for re-appointment.
Brief resume of the Director proposed to be reappointed, nature of his
expertise in specific functional areas, names of the Companies in which
he holds directorships and membership/Chairmanship of Committees of the
Board and his shareholding in the Company, as stipulated under clause
49 of the Listing Agreement entered into with the Stock Exchanges, are
set out in the Notice forming part of the Annual Report.
6. CORPORATE GOVERNANCE:
Your Company is committed to maintain the highest standard of Corporate
Governance and adhere to the requirements
set out by SEBI. With a view to strengthening the Corporate Governance
framework, the Ministry of Corporate Affairs has issued a set of
Voluntary Guidelines in December 2009 for adoption by the Companies.
Your Company already complies with certain provisions of these
Voluntary Guidelines and has initiated appropriate action to comply
with other requirements.
The Report on Corporate Governance as stipulated under clause 49 of the
Listing Agreement, including the shareholders information and
auditors certificate on its compliance, forms a part of this Annual
Report as Annexure 1.
7. AUDITORS REPORT:
With respect to the remark of the Auditors with reference to the
non-provision for debts doubtful of recovery of Rs.51.31/- lacs as a
result of which profit for the year is overstated and debtors are
overstated to that extent, your Directors have to state that the
Company has already approached the consumer court for the same and is
confident of recovering the outstanding amount, hence no provision has
been made.
Further, with respect to the second remark with reference to leave
encashment which is provided on the basis of actual calculation rather
than actuarial valuation as per AS 15, your Directors have to state
that since the Company provides leave encashment benefits to employees
on actual basis, there is no outstanding amount and hence no provision
has been made for the same.
8. AUDITORS
The present Statutory Auditors of the Company, M/s Ashok Bairagra &
Associates, Chartered Accountants, retire at the conclusion of the
ensuing Annual General Meeting: The Company has received a letter as
required under section 224(18) of the Companies Act, 1956 from M/s
Ashok Bairagra & Associates, Chartered Accountants, confirming their
eligibility and willingness to act as Statutory Auditors, if
re-appointed. The members are requested to appoint the Statutory
Auditors from the conclusion of this Annual General Meeting until the
conclusion of the next Annual General Meeting.
9. INSURANCE:
All the assets of the Company wherever necessary ana to the extent
required have been insured.
10. DIRECTORSRESPONSIBILITY STATEMENT:
In compliance to the requirements of section 217(2AA) of the Companies
Act 1956, your Directors confirm that:
a) The Company has followed the applicable accounting standards in the
preparation of the Annual Accounts and there has been no material
departure.
b) The Directors had selected the accounting policies arid 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 of the
Company for the year under review.
c) The Directors have taken proper and sufficient care for 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) The Directors have prepared the Annual Accounts on a going concern
basis.
11. MANAGEMENT DISCUSSION AND ANALYSIS:
The Management Discussion and Analysis Report for the financial year
under review as stipulated under clause 49 of the Listing Agreement
entered with the Stock Exchange is enclosed as a part of this Annual
Report as Annexure 4.
12. PERSONNEL:
There were no employees employed during the year or part of the year
drawing remuneration which falls within the purvi-w of the provisions
of section 217(2A) of the Companies Act, 1956 read with the Companies
(Particulars of Employees) Rules, 1975. Therefore the statement for the
same is not attached.
13. FIXED DEPOSITS:
The Company has not accepted any deposit within the purview of section
58Aof the Companies Act, 1956 during the year under review.
15. ACKNOWLEDGEMENTS:
The Board of Directors express their deep gratitude for the
co-operation and support extended to the Company by its customers,
suppliers, Bankers and various Government agencies. Your Directors also
place on record the commitment and involvement of the employees at all
levels and look forward to their continuous co-operation.
By Order of the Board of Directors
Date : 2nd September, 2010
Place; Mumbai
Registered Office: Gaurav Doshi
G-32, Gems & Jewellery Complex III, Chairman &
Managing Director
Seepz (SEZ), Andheri (East), Mumbai-400 096