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

Directors Report of Patdiam Jewellery Ltd.

Mar 31, 2018

Dear Members,

On behalf of the Board of Directors, it is our pleasure to present the 19th Annual Report together with the Audited Statement of Accounts of your Company ‘PATDIAM JEWELLERY LIMITED'' for the year ended 31stMarch, 2018.

FINANCIAL RESULTS

(Amount in Rs.)

Particular

For the F.Y. ended 31/03/2018

For the F.Y. ended 31/03/2017

Revenue& other Income

53,64,51,686/-

44,81,53,565/-

Expenses

52,33,12,119/-

43,31,23,526/-

Net Profit/ (loss) before Exceptional / Extra Ordinary Items/tax

1,31,39,567/-

1,50,30,038/-

Exceptional Items

-

Profit Before Tax

1,31,39,567/-

1,50,30,038/-

Tax of Previous Year

2,59,024/-

2,07,264/-

Current Tax

37,50,000/-

42,80,000/-

MAT Credit

-

8,22,386/-

Deferred Tax

7,12,585/-

4,23,401/-

Net Profit / (Loss) after tax

98,43,127/-

1,01,43,789/-

COMPANY''S PERFORMANCE

During the year under review, the Company''s sales income increased by 18.36% to Rs. 53,01,11,300/- compared with Rs. 44,78,90,156/-in the previous year. Profit before tax declined by 12.58% to Rs.1,31,39,567/- compared with Rs. 1,50,30,038/- in the previous year. However, company has witness a decline in the net profit of 2.96% to Rs.98,43,127/-. This performance came in the backdrop of an environment where the consumer sentiment did not pick up as expected and regulatory measures favorably affected the jewellery business.

TRANSFER TO RESERVES

The company except its surplus profit has not carried any amount to the reserves during the year.

DIVIDEND

Your Directors do not recommend any dividend for the year as the profits earned need to be ploughed back into the operations of the company and will be used for working requirements of the Company.

DEPOSITS

Your Company has neither accepted / renewed any deposits from public during the year nor has any outstanding deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

The details of Loans, Guarantees, Securities and Investments made during the financial year ended 31st March, 2018 are given in the notes to the Financial Statements in compliance with the provisions of Section 186 of the Companies Act, 2013 read with Companies (Meetings of Board and its Powers) Rules, 2014.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

Your Company had no subsidiaries, Joint Venture or Associate Company during the year under review.

SHARE CAPITAL

As on 31st March, 2018, the issued, subscribed and paid up share capital of your Company stood at Rs. 4,31,70,000/- (Rupees Four Crores Thirty One Lacs Seventy Thousand Only), comprising 43,17,000 (Forty Three Lacs Seventeen Thousand) Equity shares ofRs.10/- each.

The Company has neither not issued shares with differential voting rights nor granted any stock options or issue any sweat equity or issued any Bonus Shares. Further, the Company has not bought back any of its securities during the year under review and hence no details /information invited in this respect.

EXTRACT OF ANNUAL RETURN

Pursuant to section 92(3) of the Companies Act, 2013 (‘the Act'') and rule 12(1) of the Companies (Management and Administration) Rules, 2014, extract of annual return in Form MGT-9 is Annexed herewith as ‘Annexure A'' to this Director''s Report

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFFERED TO IN SUB-SECTION (1) OF SECTION 188

All transactions with related parties were in the ordinary course of business and at arm''s length. The company has not entered into any transaction of a material nature with any of the related parties which are in conflict with the interest of the company.

The details of material contract or arrangement or transaction entered into by the Company with related parties at arm''s length basis during the year have been mentioned in the form AOC-2 which is attached as ‘Annexure B''.

All Related Party transactions were placed before the Audit Committee and the Board for Approval.

The Policy of Related party transactions/Disclosures are approved by the Board is posted on the Company''s website viz www.patdiam.com.

DIRECTORS

As per the provisions of the Companies Act, 2013, Mrs. Priti Kakadia, retires by rotation at the forthcoming AGM and being eligible, offers herself for reappointment. The Board recommends her reappointment.

The brief particulars of the Directors seeking appointment /re-appointment at this Annual General Meeting are being annexed to the Report.

Mr. Paresh Shah, Non Executive Independent Director ceased w.e.f. 26.04.2018 due to death.

Except above, there is no change in constitution of Board.

KEY MANAGERIAL PERSONNEL

The following persons have been designated as Key Managerial Personnel of the Company pursuant to Section 2(51) and Section 203 of the Act, read with Rule 8(5)(iii)of the Companies (Accounts) Rules, 2014 framed there under.

1. Mr. Samir Kakadia, Managing Director

2. Mr. Bharatkumar Keshvlal Shah, Chief Financial Officer (CFO)

3. Ms. Navita Choudhary, Company Secretary and Compliance Officer

During the year under review, Ms. Aditi Neema, Company Secretary and Compliance Officer of the Company has resigned from the office w.e.f. 10th March,2018 due to her pre-occupation in other assignments. To fill the vacancy caused due to her resignation, Ms. Navita Choudhary, has been appointed as Company Secretary and Compliance Officer with effect from 10th May,2018

DECLARATION GIVEN BY INDEPENDENT DIRECTORS

The independent directors have submitted the declaration of independence, as required pursuant to sub-section (7) of section 149 of the Companies Act, 2013 stating that they meet the criteria of independence as provided in sub-section(6) of Section 149of the Act read with SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 (LODR).

PERFORMANCE EVALUATION OF THE BOARD

Pursuant to the provisions of Section 178 of the Act, read with SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 (LODR), the Board has carried out an Annual Performance Evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Committees.

In line with effective governance requirements, the Board reviews its own performance annually using a pre-determined template designed as a tool to facilitate the evaluation process. The assessment was built around the functioning of the Board as a whole, its Committees and also the evaluation of Individual Directors.

While the individual directors'' performance was reviewed by the Chairman and the rest of the Board excluding the Director being evaluated, the Chairman''s and Nonindependent Directors performance was appraised through feedback from Independent Directors.

DETAILS OF BOARD MEETINGS

During the financial year under review, 6(Six) Board Meetings were convened and held, details of which are given in the Corporate Governance Report. The intervening gap between the meetings was within the period of 120 days as prescribed under the Companies Act, 2013 and Regulation 17 of SEBI Listing Regulations, 2015.

DIRECTORS’ RESPONSIBILITY STATEMENTS

Pursuant to the requirement under section 134 of the Companies Act, 2013, with respect to Directors'' Responsibility Statement, it is hereby confirmed:

(a) In the preparation of the annual accounts for financial year ended March 31, 2018, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(b) The Directors have selected such accounting policies and applied them consistently, and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company as at March 31, 2018 and of the profit of the Company for that period;

(c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records, in accordance with the provisions of the Act for safeguarding the assets of the Company, and for preventing and detecting fraud and other irregularities;

(d) The Directors have prepared the annual accounts for the year ended March 31, 2018, on a going concern basis;

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

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

STATUTORY AUDITORS

M/s. Pulindra Patel & Co., Chartered Accountants, was appointed as the Statutory Auditors for a period of 5 years in the 17thAnnual General Meeting held on 30.09.2015. Their continuance of appointment and payment of remuneration needs to be confirmed, ratified and approved in the ensuing Annual General Meeting. Your Directors recommend the ratification of appointment of Auditor at the ensuing Annual General Meeting.

STATUTORY AUDITOR REPORT

There are no qualifications, reservations or adverse remarks made by M/s. Pulindra Patel & Co., Chartered Accountants, Statutory Auditors in their report for the Financial Year ended 31st March, 2018. The Report is attached hereto and is self-explanatory requiring no further elucidation.

The Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company in the year under review.

COST AUDITORS

The Cost audit of the Company has not been conducted for the financial year 2017 -2018 as provisions of Section 148 of the Companies Act, 2013 are not applicable on the Company.

SECRETARIAL AUDIT REPORT

Pursuant to the provisions of section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. SKJ & Associates, Practicing Company Secretaries to undertake the Secretarial Audit of the Company for the year ended March 31, 2018.

The Secretarial Audit Report is annexed herewith as an ‘Annexure C'' to this Report. The response of your director son the observation made in Secretarial Audit Report is as follows:

Observation:

As per section 138 (1) of the Companies Act, 2013, the Company is required to appoint Internal Auditor. The Company has not appointed the same.

Response:

The Company is in process of finding suitable candidate to act as an Internal Auditor.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis forms an integral part of this Report and gives details of the overall industry structure, developments, performance and state of affairs of the Company''s businesses, internal controls and their adequacy, risk management systems and other material developments during the financial year.

Management Discussion and Analysis Report is presented in a separate section forms part of the Annual Report as ‘Annexure D''.

CORPORATE GOVERNANCE

The Company is committed in maintaining the highest standards of Corporate Governance and adhering to the disclosure norms as set out by Securities and Exchange Board of India. The Report on Corporate Governance with Auditor''s Certificate thereon in terms of Regulation 34 SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 (LODR) read with Schedule V of said regulations forms part of the Annual Report.

CORPORATE SOCIAL RESPONSIBILITY

Pursuant to the provision of Section 135 of the Companies Act, 2013 the company is not required to undertake Corporate Social Responsibility activities.

PARTICULARS OF EMPLOYEES

There are no employees who are receiving remuneration exceeding of Rs. eight lakh and fifty thousand per month or Rs. one crore and two lakh rupees per annum under rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules, 2014.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information pertaining to conservation of energy, technology absorption, Foreign exchange Earnings and outgo as required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished as follows:

- CONSERVATION OF ENERGY

The operation of your Company is not energy intensive. However, the Company makes its best efforts for conservation of energy in its factory and office premises.

- TECHNOLOGY ABSORPTION, ADAPTATIONS& INNOVATION

The Company has not carried out any specific research and development activities. The Company uses indigenous technology for its operations. Accordingly, the information related to technology absorption, adaptation and innovation is reported to be NIL.

- FOREIGN EXCHANGE EARNINGS AND OUTGO

The foreign exchange earnings and outgo are as follows:

Particulars

Current Year

Previous Year

FOREIGN EXCHANGE EARNINGS

F.O.B. Value of Export

52,01,25,386/-

43,92,57,265/-

FOREIGN EXCHANGE OUTGO (Value of Imports calculated on

CIF Basis)

Raw Materials

25,33,80,858/-

50184428/-

Consumable stores

22,55,215/-

14,37,872/-

Capital Goods

11,65,479/-

-

Expenditure

41,95,651/-

48,24,537/-

VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES

In compliance with the provisions of section 177(9) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, (LODR), the Company has adopted a Whistle Blower Policy as a vigil mechanism for directors and employees of the Company.

The Whistle Blower Policy is disclosed on the Company''s website www.patdiam.com

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has adequate internal control procedures commensurate with the size of the Company and the nature of its business for purchase of stores, raw materials, components, plant and machinery, equipment and other assets, and for the sale of goods.

The Company also has in place an Audit Committee to have a periodic over view of the internal control procedures of the Company. The Audit committee is accessible at all times to the employees of the Company for any improvement to be recommended in the procedures in place.

RISK MANAGEMENT

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.

MATERIAL CHANGES AND COMMITMENTS

There were no material changes and commitments, affecting the financial position of the Company which has occurred from the end of financial year i.e. March 31, 2018 to the date of Directors Report.

DETAILS OF SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACATING THE GOING CONCERN STATUS AND COMPANY’S OPERATION IN FUTURE

During the year under review there was no such orders passed by the regulators or courts or tribunals impacting the going concern status and company''s operations in future.

POLICY ON SEXUAL HARASSMENT

The company has in place a policy for prevention of sexual harassment in accordance with the requirements of the Sexual Harassment of women at workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. The Company did not receive any complain during the year 2017-18.

ACKNOWLEDGMENTS

The Directors take this opportunity to place on record their sincere thanks to the suppliers, customers, strategic partners, Banks and Financial Institutions, Insurance Companies, Central and State Government Departments and the shareholders for their support and co-operation extended to the Company from time to time. Directors are pleased to record their appreciation of the sincere and dedicated services of the employees and workmen at all levels

For and on behalf of the Board

PATDIAM JEWELLERYLIMITED

Pravin Kakadia Samir Kakadia

Date: 01.09.2018

Chairman & Director Managing Director

place: Mumbai (DIN: 00178140) (DIN: 00178128)


Mar 31, 2016

Dear Shareholders,

On behalf of the Board of Directors, it is our pleasure to present the 17th Annual Report together with the Audited Statement of Accounts of PATDIAM JEWELLERY LIMITED (“the Company”) for the year ended 31st March, 2016.

FINANCIAL PERFORMANCE

Particular

For the F.Y. ended 31/03/2016

For the F.Y. ended 31/03/2015

Revenue

47,06,26,483/-

54,90,15,825/-

Expenses

45,44,08,917/-

50,57,20,866/-

Net Profit/loss) before Exceptional / Extra Ordinary Items/tax

1,62,17,566/-

4,32,94,959/-

Exceptional Items

-

3,02,20,752/-

Profit Before Tax

1,62,17,566/-

1,30,74,207/-

Tax of Previous Year

20,460/-

2,11,101/-

Current Tax

33,10,000/-

26,44,602/-

MAT Credit

42,76,821/-

38,00,529/-

Deferred Tax

(7,89,702/-)

9,04,171/-

Net Profit / (Loss) after tax

93,99,987/-

55,13,804/-

PERFORMANCE AND OPERATIONS

During the year, the revenue from operations of your Company decreased from Rs. 53,64,96,588/- to Rs. 45,89,75,543/-. For F.Y. 2015, your Company’s profit stood at Rs. 93,99,987/- vis-a-vis Rs. 55,13,804/- in the previous year.

TRANSFER TO RESERVES

The company has not carried any amount to the reserves during the year.

DIVIDEND

With view to conserve the resources, the directors do not recommend any dividend for the year 31st March, 2016.

DEPOSITS

Your Company has not accepted any deposits during the year within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS UNDER SECTION 186

The details of Loans, Guarantees, Securities and Investments made during the financial year ended 31st March, 2016 are given in the notes to the Financial Statements in compliance with the provisions of Section 186 of the Companies Act, 2013 read with Companies (Meetings of Board and its Powers) Rules, 2014.

-HARE CAPITAL

During the year under review, the Authorized Share Capital of the Company has increased from Rs. 2.5 Crores to 5 Crores.

The Paid-up Equity Share Capital of the Company as on 31st March, 2015 was 2 Crores. During the year under review the Company has issued 10,00,000 Equity Shares of Rs.10/- each, fully paid up Bonus Shares and issued 13,17,000 Equity shares of R.10/- each at a premium of Rs. 28/- each through Initial Public Offering (IPO) SME Platform. Subsequently the Equity Shares of the Company were listed on the SME Platform of BSE Limited. As on 31st March, 2016 the Paid Up Equity Share Capital is Rs. 4,31,70,000/-.

EXTRACT OF ANNUAL RETURN

Pursuant to section 92(3) of the Companies Act, 2013 (''the Act'') and rule 12(1) of the Companies (Management and Administration) Rules, 2014, extract of annual return in Form MGT-9 is Annexed herewith as ''Annexure A''.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFFERED TO IN SUB-SECTION m OF SECTION 188

All transactions with related parties were in the ordinary course of business and at arm’s length. The company has not entered into any transaction of a material nature with any of the related parties which are in conflict with the interest of the company.

The details of material contract or arrangement or transaction entered into by the Company with related parties at arm’s length basis during the year have been mentioned in the form AOC-2 which is attached as Annexure B.

a) Directors and Key Managerial Personnel (KMP):

In accordance with the provisions of Section 203 of the Act, the following have been designated as KMP of the Company and Directors:

Name of KMP

Designation

Mr. Pravin Kakadia

Chairman

Mr. Samir Kakadia

Managing Director

Ms. Priti Kakadia

Executive Women Director

Mr. Prakash Shah

Non Executive Independent Director

Mr. Paresh Shah

Non Executive Independent Director

Mr. Jayesh Avaiya

Non Executive Independent Director

Mr. Tejas Doshi

Company Secretary

Mr. Bharat Shah

CFO

Ms. Priti Kakadia, Director of the Company, who is liable to retire by rotation at the ensuing Annual General Meeting being eligible, offers herself for re-appointment.

bl Declaration bv Independent Directors

The Company has received necessary declaration from each Independent Director of the Company under Section 149(7) of the Act that they meet with the criteria of their independence laid down in Section 149(6) of the Act read with SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 (LODR).

cl Formal Annual Evaluation

Pursuant to the provisions of Section 178 of the Act, read with SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 (LODR) the Board of Directors has carried out an annual evaluation of the performance of the Board as a whole, the Directors individually and the working of the committees of the Board. The performance evaluation of the Chairman and other Non-Independent Non-Executive Directors was carried out by obtaining feedback on them from the entire Board.

TIME OF BOARD MEETINGS

During the Financial Year under review, 13 (Thirteen) Board Meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the meetings was within the period of 120 days as prescribed under the Companies Act, 2013 and SEBI Listing Regulations, 2015.

June 30, 2015; August 4, 2015; August 26, 2015; August 28, 2015; August 31, 2015; September 1, 2015; September 05, 2015 (1.00 PM); September 5, 2015 (5.30 PM); September 8, 2015; October 12, 2015; October 13, 2015; January 21, 2016 and March 30, 2016.

DIRECTORS'' RESPONSIBILITY STATEMENTS

Pursuant to the requirement under section 134 of the Companies Act, 2013, with respect to Directors’ Responsibility Statement, it is hereby confirmed:

(a) In the preparation of the annual accounts for financial year ended March 31, 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(b) The Directors have selected such accounting policies and applied them consistently, and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company as at March 31, 2015 and of the profit of the Company for that period;

(c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records, in accordance with the provisions of the Act for safeguarding the assets of the Company, and for preventing and detecting fraud and other irregularities;

(d) The Directors have prepared the annual accounts for the year ended March 31, 2015, on a going concern basis;

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

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

AUDIT COMMITTEE

The Audit Committee of the Company comprises Mr. Jayesh Avaiya, Mr. Paresh Shah and Mr. Prakash Shah. Mr. Jayesh Avaiya is the Chairman of the Committee.

The composition of the Audit Committee is in compliance with the requirements of Section 177 of the Act and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 (LODR). The charter of the committee is in conformity with the said requirnments, as more particularly set out in the Corporate Governance Report, which forms a part of this report.

STAKEHOLDER''S RELATIONSHIP COMMITTEE

The Stakeholder’s Relationship Committee comprises Mr. Prakash Shah, Mr. Paresh Shah and Mr. Jayesh Avaiya. Mr. Prakash Shah is the Chairman of this Committee.

The Committee is constituted in line with the regulatory requirements mandated by the Act and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 (LODR). The terms of reference thereof are in conformity with the said requirements, as more particularly set out in the Corporate Governance Report, which forms a part of this report.

NOMINATION & REMUNERATION COMMITTEE

The Nomination & Remuneration Committee comprises Mr. Prakash Shah, Mr. Paresh Shah and Mr. Jayesh Avaiya. Mr. Prakash Shah is the Chairman of this Committee.

The Committee is constituted in line with the regulatory requirements mandated by the Act and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 (LODR). The terms of reference thereof are in conformity with the said requirements, as more particularly set out in the Corporate Governance Report, which forms a part of this report.

NOMINATIN AND REMUNERATION POLICY

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a Nomination and Remuneration policy, the extracts of the same is annexed herewith as ''Annexure C’.

PERFORMANCE EVALUATION OF THE BOARD

Performance Evaluation of all Board members is done on an annual basis. The evaluation is done by the Board, Nomination and Remuneration Committee and Independent Directors with specific focus on the performance and effective functioning of the Board and Individual Directors.

The criteria covered various aspects for evaluation of independent directors such as participation at the board / committee meetings, commitment (including guidance provided to senior management outside of board/ committee meetings), effective deployment of knowledge and expertise, integrity and maintaining of confidentiality, independence of behavior and judgment, exercise of objective independent judgment in the best interest of the company, ability to contribute to and monitor corporate governance practice and adherence to the code of conduct for independent directors, for evaluation of the board, implementation of robust policies and procedures and size, structure and expertise of the board were considered for evaluation of the managing director and non-executive directors, participation at the board / committee meetings, effective deployment of knowledge and expertise; discharge of its functions and duties as per its terms of reference, process and procedures followed for discharging its functions, effectiveness of suggestions and recommendations received were considered, for evaluation of chairman of the board aspects such as managing relationship with the members of the board and management, and effective decision making at the board were considered.

AUDITORS:

STATUTORY AUDITORS AND AUDITORS’ REPORT

M/s. Pulindra Patel & Co., Chartered Accountants, retire as Auditors of the Company at the conclusion of the ensuing Annual General Meeting, and being eligible, offer themselves for reappointment. The Company has received a Certificate from the Auditors to the effect that their appointment, if made, would be in accordance with the provisions of Section 139 and 141 of the Companies Act, 2013. The Board recommends their re-appointment for a term of five years i.e. till the conclusion of the Annual General Meeting to be held for the Financial Year 2020-2021, subject to ratification of their appointment at every Annual General Meeting during the said term.

SECRETARIAL AUDITOR

Pursuant to the provisions of section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. SKJ & Associates, Practicing Company Secretaries to undertake the Secretarial Audit of the Company.

In terms of provisions of sub-section 1 of section 204 of the Companies Act, 2013, the Company has annexed to this Board Report as Annexure D, a Secretarial Audit Report given by the Secretarial Auditor.

VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES

Pursuant to the provisions of sub-sections 9 and 10 of Section 177 of the Act and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 (LODR), the Company has established a Vigil Mechanism to enable the Directors and employees of the Company to report concerns of any unethical behavior, violation of law or regulations, or suspected fraud.

INTERNAL FINANCIAL CONTROLS

Your Company has in place, adequate internal financial controls with reference to financial statements, commensurate with the size, scale and complexity of its operations. During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed.

RISK MANAGEMENT POLICY

The Board had formulated a Risk Management Policy for dealing with different kinds of risks which it faces in day to day operations of the Company. Risk Management Policy of the Company outlines different kinds of risks and risk mitigating measures to be adopted by the Board. The Company has adequate internal control systems and procedures to combat the risk. The Risk management procedure will be reviewed by the Audit Committee and Board of Directors on a Quarterly basis at the time of review of Quarterly Financial Results of the Company.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis forms an integral part of this Report and gives details of the overall industry structure, developments, performance and state of affairs of the Company''s businesses, internal controls and their adequacy, risk management systems and other material developments during the financial year.

Management Discussion and Analysis Report is presented in a separate section forms part of the Annual Report as Annexure E.

CORPORATE GOVERNANCE

The Company is committed in maintaining the highest standards of Corporate Governance and adhering to the disclosure norms as set out by Securities and Exchange Board of India. The Report on Corporate Governance as stipulated under SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 (LODR) forms part of the Annual Report. The certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance as stipulated under SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 (LODR) has been annexed as Annexure F with this report.

MATERIAL CHANGES AND COMMITMENTS

There were no material changes and commitments affecting the financial position of the Company, which have occurred between the end of the financial year under review and the date of this report.

SUBSIDIARIES. IOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any Subsidiary, Joint venture or Associate Company.

PARTICULARS OF EMPLOYEES

There are no employees who are receiving remuneration exceeding of Rs. 5 lakh per month or Rs.60 lakh per annum under rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE EARNINGS AND EXPENDITURE:

The information pertaining to conservation of energy, technology absorption, Foreign exchange Earnings and outgo as required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished as follows:

A) Conservation of energy:

(i) the steps taken or impact on conservation of energy;:- NIL

(ii) the steps taken by the company for utilizing alternate sources of energy; :- NIL

(iii) the capital investment on energy conservation equipments; :- NIL

(B) Technology absorption:

(i) the efforts made towards technology absorption;:- NIL

(ii) the benefits derived like product improvement, cost reduction, product development or import substitution;:- NIL

(iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)-:- NIL

(a) the details of technology imported; :- NA

(b) the year of import;:- NA

(c) whether the technology been fully absorbed;:- NA

(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof; and the expenditure incurred on Research and Development. :-NA

(C) Foreign exchange earnings and Outgo:

The foreign exchange earnings and outgo are as follows:

(Amount in Rs.)

Particulars

For the financial year ended 31st March 2016

For the financial year ended 31st March 2015

Foreign Exchange outgo:

Value of Imports calculated on CIF Basis:

Raw Materials

44,87,92,515/-

5,26,69,066/-

Consumable stores

13,09,904/-

786,962/-

Capital Goods

6,80,000/-

Expenditure

52,84,067/-

47,67,960/-

Foreign Exchange earned

Export at F.O.B. Value

44,65,10,662/-

53,17,38,245/-

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE fPREVENTlON. PROHIBITION AND REDRESSAL1 ACT. 2013

The company has in place a policy for prevention of sexual harassment in accordance with the requirements of the Sexual Harassment of women at workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. The Company did not receive any complain during the year 2015-16.

CORPORATE SOCIAL RESPONSIBILITY

Pursuant to the provision of Section 135 of the Companies Act, 2013 the company is not required to undertake Corporate Social Responsibility activities.

ACKNOWLEDGEMENT

We take this opportunity to thank employees at all levels for their dedicated service and contribution made towards the sustained growth of the Company. We would also like to sincerely thank and express our gratitude to Banks, Financial Institutions, Shareholders and other business associates for their continued support towards conduct of efficient operations of the Company.

For and on behalf of the Board

PATDI AM JEWELLERY LIMITED

Pravin Kakadia Samir Kakadia

Date: 02.09.2016

Chairman & Director Managing Director

Place : Mumbai (DIN: 00178140) (DIN: 00178128)

Get Instant News Updates
Enable
x
Notification Settings X
Time Settings
Done
Clear Notification X
Do you want to clear all the notifications from your inbox?
Settings X