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Notes to Accounts of Tribhovandas Bhimji Zaveri Ltd.

Mar 31, 2017

*Cost of precious stones forming part of the jewellery is determined by management based on technical estimate of the purity and clarity of diamonds and other stones used, on which the auditors have placed reliance, as this being a technical matter.

* Includes restricted amounts towards Unclaimed Dividend of Rs, 0.60 Lakhs (31 March 2016: Rs, 0.61 Lakhs) and share application money due for refund of Rs, 0.34 Lakhs (31 March 2016: Rs, 0.34 Lakhs).

* Deposits with a carrying amount of Rs, 4.78 Lakhs (31 March 2016: Rs, 3.78 Lakhs) are under lien with VAT authorities as deposits.

* Deposits with a carrying amount of Rs, 2,617.04 Lakhs (31 March 2016: Rs, 3,205.05 Lakhs) are under lien to secure working capital facilities availed from banks.

* Deposits with a carrying amount of Rs, 7.50 Lakhs (31 March 2016: Rs, 7.50 Lakhs) are towards Base capital given to Multi Commodity Exchange India Ltd.

(a) The Company''s pending litigations comprise of claims against the Company by employees and pertaining to proceedings pending with Sales/VAT tax and other authorities. The Company has reviewed all its pending litigations and proceedings and has adequately provided for where provisions are required and disclosed as contingent liabilities where applicable, in its financial statements. The Company does not expect the outcome of these proceedings to have a materially adverse effect on its financial position.

(b) It is not practicable for the Company to estimate the timings of cash outflows, if any, in respect of the above pending resolution of the respective proceedings as it is determinable only on receipt of judgment / decisions pending with various forums/authorities.

(c) The Company does not expect any reimbursements in respect of the above contingent liabilities.

Commitments

Contracts remaining to be executed on capital account and not provided for as at 31 March 2017 is Rs, 25.90 Lakhs (2016: Rs, NIL) (net of advances).

The Company has provided a letter of financial support up to 31 March 2018 to its wholly owned subsidiary company, Tribhovandas Bhimji Zaveri (Bombay) Limited.

1. Employee Stock Option Plan TBZ ESOP 2011 (''Scheme 2011'')

In January 2011, the Board of the Company approved the TBZ ESOP 2011 ("the Scheme"), which covers the employees of the Company including its subsidiaries.

The scheme provides share based compensation to its employees using Stock Options ("Options") and Restricted Share Units ("RSU")

- The Scheme would be administered and supervised by the members of the Remuneration Committee (which has been authorized by the Board to function as the "Compensation Committee");

- Exercise price of options will be Rs, 149.93 per share and Exercise price of restricted stock units will be Rs, 10 per share;

The Company has accounted for the above as compensation cost following the Guidance Note issued by the Institute of Chartered Accountants of India relating to Employee Share Based Payment.

The total (credit) / charge to the Statement of Profit and Loss on account of Options is Rs, Nil (31 March 2016 Rs, Nil)

The total carrying amount as at 31 March 2017 on account of Options is Rs, Nil (31 March 2016: Rs, Nil)

The Company has accounted for the above as compensation cost following the Guidance Note issued by the Institute of Chartered Accountants of India relating to Employee Share Based Payment.

The total (credit) / charge to the Statement of Profit and Loss on account of RSU is Rs, Nil (31 March 2016 Rs, Nil)

The total carrying amount as at 31 March 2017 on account of RSU is Rs, Nil (31 March 2016: Rs, Nil)

The fair value of the options/RSUs on the grant date was determined based on Intrinsic value method

The expected life of the stock is based on historical data and current expectation and is not necessarily indicative of exercise patterns that may occur. The expected volatility reflects the assumption that the historical volatility over a period similar to the life of option is indicative of future trends, which may also not necessarily be the actual outcome.

2.Employee Benefits:

a) Defined contribution plans

The Company makes contributions, determined as a specified percentage of employee salaries, in respect of qualifying employees towards Provident Fund and Employees State Insurance, which are defined contribution plans. The Company has no obligations other than to make the specified contributions. The contributions are charged to the Statement of Profit and Loss as they accrue. The amount recognized as an expense towards contribution to Provident Fund and other funds for the year aggregated to Rs, 282.72 Lakhs (31 March 2016: Rs, 251.60 Lakhs) which is shown under notes to financial statements 27 - Rs,Employee benefits''.

The Company expects to pay Rs, 75 Lakhs (31 March 2016 Rs, 75 Lakhs) to the fund in the following year.

c) Other long-term employee benefits Compensated absenses

The liability towards compensated absences (annual and sick leave) for the year ended 31 March 2017 based on actuarial valuation carried out by using Projected unit credit method resulted in a charged of Rs, 39.03 Lakhs (31 March 2016: Rs, 6.37 Lakhs).

3. Derivative financial instruments

The Company has adopted recognition and measurement criteria relating to cash flow hedge accounting as set out in Guidance note on Accounting for Derivative Contracts issued by the ICAI in 2015 which is effective from 1 April 2016 for accounting of derivative instruments including hedge accounting. The Company uses these commodity forward contracts to hedge its gold price fluctuation risks on its highly probable cash flows from future sales transactions. These derivatives are not used for trading or speculation purposes. The Company classifies such derivative contracts that hedge gold price fluctuation risk associated with highly probable forecast sale transactions as cash flow hedges and measures them at fair value. Commodity forward contract of 20 kgs is outstanding as on 31 March 2017 (31 March 2016: Nil). Mark to market loss of Rs,1.16 Lakhs as on 31 March 2017 (31 March 2016: Nil) for open exposure is accounted in other expenses.

4. Long-term contracts

The Company has a process whereby periodically all long term contracts (including derivative contracts) are assessed for material foreseeable losses. At the year end, the Company has reviewed and determined that there are no long term contracts (including derivative contracts) which require provision under any law / accounting standards for material foreseeable losses.

5. Corporate social responsibility (CSR)

As per Section 135 of the Companies Act 2013, a CSR Committee has been formed by the Company. The areas of CSR activities are to eradicate hunger, poverty and malnutrition, promoting healthcare, including preventive health care and sanitation. The Company also wants to promote education, including special education and employment, enhancing vocation skills especially among children, women, elderly and the differently abled and livelihood enhancement projects. As part of above, the Company has undertaken CSR activities through Cancer Patient Aid Association (CPAA), Salaam Bombay Foundation, SNEHA (Society for Nutrition Education & Health Action), Stree Mukti Sanghatan, Bharatiya Street Shakti and Ladi Devi Paharia Foundation Trust which are specifiled in Schedule VII of the Companies Act, 2013.

*In addition an amount of Rs, 21 Lakhs was paid during the previous year which has been considered as contribution for the year 2014-2015 by the CSR Committee and the Board of Directors.

6. Leases

Operating leases as a leasee

The Company has recognized the rent expenses in the books of accounts on straight line basis. Rental expenses under operating leases (including cancelable and non - cancelable) aggregating Rs, 2,454.26 Lakhs (31 March 2016: Rs, 2,526.36 Lakhs) have been included under "other expenses" in the Statement of Profit and Loss as disclosed under note 29.

Operating leases as a lessor

The Company has recognized rent income on property given on operating lease to its wholly owned subsidiary on a straight line basis. The gross block of property given on lease is Rs, 576.56 Lakhs (31 March 2016: Rs, 567.11 Lakhs), the accumulated depreciation is Rs, 114.48 Lakhs (31 March 2016: Rs, 91.89 Lakhs), and the net block is Rs, 462.09 Lakhs (31 March 2016: Rs, 475.22 Lakhs), and the depreciation charged during the year is Rs, 19.99 Lakhs (31 March 2016: Rs, 17.94 Lakhs). Rent income aggregating to Rs, 108 Lakhs (31 March 2016: Rs, 108 Lakhs) have been included under "other income" in the Statement of Profit and Loss as disclosed under note 23.

7. Information on related party transactions as required by the Accounting Standard (AS) - 18 for the year ended 31 March 2017

I. Name of related parties

Key Managerial Personnel

1 Shrikant G Zaveri, Chairman and Managing Director

2 Binaisha Zaveri, Whole Time Director

3 Raashi Zaveri, Whole Time Director

4 Prem Hinduja, Chief Executive Officer (Up to 10th Sep''t 2015)

5 Saurav Banerjee, Chief Financial Officer

6 Niraj Oza, Company Secretary

Relative of Key Managerial Personnel

1 Bindu Zaveri

Entities over which Key Managerial personnel and/or their relatives exercise significant influence

1 Tribhovandas Bhimji Zaveri Jewellers (Mumbai) Private Limited

2 Tribhovandas Bhimji Zaveri (TBZ) Private Limited

Subsidiary

1 Konfiaance Jewellery Private Limited.

2 Tribhovandas Bhimji Zaveri (Bombay) Limited

* Amounts pertaining to year ended 31 March 2016 are in brackets.

** Remuneration does not include charge for gratuity as employee-wise break-up is not available.

Note: Gurantee given by the managing director Rs, 3,169.40 Lakhs (31 March 2016: Rs, 3,014)

8. The management is of the opinion that the Company''s domestic transactions are at an arms'' length price so that the transfer pricing legislation will not have any impact on the financial statements, particularly on the tax expenses and that of provision of tax.

9. Segment reporting

The Company is engaged in manufacturing/ trading and selling of jewellery mainly in India, which is the primary business segment based on the nature of products manufactured/traded and sold. Thus, the Company has only one reportable business which is manufacturing/trading and selling of jewellery and only one reportable geographical segment. Accordingly the segment information as required by Accounting Standard 17 on "Segment Reporting" is not required to be disclosed.

10. Disclosure pursuant to clause 32 of the equity listing agreement and section 186 of the Companies Act,2013

No loans have been given by the Company to any third party or its subsidiary companies.

The details of investment in subsidiary companies are given in Note 13.

11. Previous year figures

The figures of the previous year have been regrouped/ recast, where necessary, to conform to the current year classification. Balance with government authorities (Sales Tax) of '' 274.96 as at 31 March 2016 which was grouped under Short term loans and advances has been regrouped under Long term loans and advances. Advance to suppliers of '' 182.85 as at 31 March 2016 which were grouped under Short term loans and advances have been netted off with corresponding accruals for expenses under Other current liabilities.


Mar 31, 2016

A disclosure for a contingent liability is made when there is a possible obligation or a present obligation that may or may not require an outflow of resources. When there is a possible obligation or a present obligation in respect of which the likelihood of outflow of resources is remote, no provision or disclosure is made.

Contingent assets are neither recognized nor disclosed in the financial statements. However, contingent assets are assessed continually and if it is virtually certain that an inflow of economic benefits will arise, the asset and related income are recognized in the period in which the change occurs.

e Terms / rights attached to equity shares

The Company has a single class of equity shares. Accordingly, all equity shares rank equally with regard to dividends and share in the Company''s residual assets. The equity shares are entitled to receive dividend was declared from time to time. The voting rights of an equity shareholder on a poll (not on show of hands) are in proportion to his share of paid-up equity capital of the Company. Voting rights cannot be exercised in respect of shares on which any call or other sums presently payable have not been paid.

Failure to pay any amount called up on shares may lead to forfeiture of the shares.

On winding up of the Company, the holders of equity shares will be entitled to receive the residual assets of the Company, remaining after distribution of all preferential amounts in proportion to the number of equity shares held.

The term loans from banks carries interest in the range of 10.00% - 11.75% p.a (31 March 2015: 11.75% - 12.40% p.a.). The loans are repayable in equated monthly installments ranging from 60 to 72 months (31 March 2015: 60 to 72 months) with installments ofRs.0.23 toRs.32.50 lakhs (31 March 2015:Rs.4.01 toRs.32.50 lakhs). The loans are secured by first mortgage charge of assets purchased (i.e. premises at Nariman Point, Mumbai and IT equipments), hypothecation of vehicle purchased, first mortgage charge on immovable properties situated at Punjagutta, Hyderabad and second mortgage charge on the property located at Kandivali Industrial Estate, Mumbai.

The loan from non-banking financial company comprises of vehicle loan which carries interest at 10.78% p.a (31 March 2015: 10.78% p.a.). The loan is repayable in 36 monthly installments ofRs.1.62 lakhs (31 March 2015:Rs.1.62 lakhs) along with interest, commencing from the date of loan. The loan is secured by hypothecation of the vehicle.

Working capital demand loan and the Cash credit facilities are part of a consortium arrangement with banks. The above facilities carry interest ranging between 2.85% to 12% (31 March 2015: 4.25% - 12.35% p.a.) and are secured by primary security by way of hypothecation charge on the entire current assets of the Company, present and future, on first pari passu basis among the members of the consortium.

Further, the facility is secured by collateral security on first pari passu charge basis among the members of the consortium

- By way of mortgage over premises at Zaveri Bazar, Mumbai, premises at Surat, premises at Kandivali Industrial Estate, Mumbai.

- By way of hypothecation charge over fixed assets installed/erected at Surat, at Kandivali Industrial Estate, Mumbai, at Pune, and all movable and immovable assets present in all the Company''s showrooms.

The facility is also secured by way of extension of mortgage charge on pari passu basis over commercial premises at Santacruz, Mumbai belonging to Shri Shrikant Zaveri (Chairman and Managing Director) and the personal guarantee of the Chairman and Managing Director to the extent of the value of the said commercial premises at Santacruz, Mumbai.

The facility is also secured on second pari passu charge basis among the members of the consortium:

- By way of mortgage over land and building at Punjagutta, Hyderabad (first charge for the long-term loan from bank) and premises at Nariman Point, Mumbai (first charge for the long-term loan from bank).

Further, bank deposits ofRs.3,205.05 lakhs (31 March 2015:Rs.2,790.98 lakhs) are under lien with the banks as a security for the above facilities. The facilities are also secured by stand-by Letter of credit ofRs.16,127 lakhs (31 March 2015:Rs.15,490 lakhs) and Letter of comfort ofRs.14,956 lakhs (31 March 2015:Rs.13,996 lakhs).

Loan from directors is interest free and repayable on demand.

(a) The Company''s pending litigations comprise of claims against the Company by employees and pertaining to proceedings pending with Income Tax, Sales/VAT tax and other authorities. The Company has reviewed all its pending litigations and proceedings and has adequately provided for where provisions are required and disclosed as contingent liabilities where applicable, in its financial statements. The Company does not expect the outcome of these proceedings to have a materially adverse effect on its financial position.

(b) It is not practicable for the Company to estimate the timings of cash outflows, if any, in respect of the above pending resolution of the respective proceedings as it is determinable only on receipt of judgment / decisions pending with various forums/authorities.

(c) The Company does not expect any reimbursements in respect of the above contingent liabilities.

Commitments

Contracts remaining to be executed on capital account and not provided for as at 31 March 2016 is Rs. Nil (2015:Rs.NIL) (net of advances).

1. Employee Stock Option plan TBZ ESOP 2011 (''Scheme 2011'')

In January 2011, the Board of the Company approved the TBZ ESOP 2011 ("the Scheme"), which covers the employees of the Company including its subsidiaries.

The scheme provides share based compensation to its employees using Stock Options ("Options") and Restricted Share Units ("RSU")

- The Scheme would be administered and supervised by the members of the Remuneration Committee (which has been authorized by the Board to function as the "Compensation Committee");

- Exercise price of options will beRs.149.93 per share and Exercise price of restricted stock units will beRs.10 per share;

- The Scheme provides that these options would vest in tranches over a period of 3 years as follows:

2. dues to Micro, small and Medium Enterprises

Under the Micro, Small and Medium Enterprises Development Act, 2006 which came into force from 2 October 2006, certain disclosures are required to be made relating to Micro, Small and Medium Enterprise.

On the basis of the information and records available with management, the following disclosures are made for the amounts due to Micro, Small and Medium enterprises who have registered with the Competent authorities.

3. Derivative financial instruments

The Company has adopted recognition and measurement criteria relating to cash flow hedge accounting as set out in AS 30 "Financial Instruments: Recognition and Measurement" issued by the Institute of Chartered Accountants of India for commodity forward contracts with effect from 1 April 2014.

The Company uses these commodity forward contracts to hedge its gold price fluctuation risks on its highly probable cash flows from future sales transactions. These derivatives are not used for trading or speculation purposes. The Company classifies such derivative contracts that hedge gold price fluctuation risk associated with highly probable forecast sale transactions as cash flow hedges and measures them at fair value. However, there are no outstanding commodity forward contracts outstanding as on 31 March 2016 (31 March 2015: Nil).

4. Long-term contracts

The Company has a process whereby periodically all long term contracts (including derivative contracts) are assessed for material foreseeable losses. At the year end, the Company has reviewed and determined that there are no long term contracts (including derivative contracts) which require provision under any law / accounting standards for material foreseeable losses.

5. Corporate social responsibility (CsR)

As per Section 135 of the Companies Act 2013, a CSR Committee has been formed by the Company. The areas of CSR activities are to eradicate hunger, poverty and malnutrition, promoting healthcare, including preventive health care and sanitation. The Company also wants to promote education, including special education and employment, enhancing vocation skills especially among children, women, elderly and the differently abled and livelihood enhancement projects. As part of above, the Company has undertaken CSR activities through Dr. Ernest Borges memorial fund (body affiliated to Tata Memorial Centre) and Dr. Ernest Borges memorial home for ''Promoting healthcare, including preventive health care'' and ''promoting education'', Our Lady of Dolours High School, West Wind Association, Manav Mandir School, SNEHA (Society for Nutrition Education & Health Action), and Contribution made in Prime Minister''s National Relief Fund, which are specified in Schedule VII of the Companies Act, 2013.

6. Leases

Operating leases as a lease

The Company has recognized the rent expenses in the books of accounts on straight line basis. Rental expenses under operating leases (including Cancellable and Non - cancellable) aggregatingRs.2,526.36 Lakhs (31 March 2015:Rs.2,429.82 Lakhs) have been included under "other expenses" in the Statement of Profit and Loss as disclosed under note 29.

Operating leases as a lesser

The Company has recognized rent income on property given on operating lease to its wholly owned subsidiary on a straight line basis. The gross block of property given on lease isRs.567.11 Lakhs (31 March 2015:Rs.567.11 Lakhs), the

7. The management is of the opinion that the Company''s domestic transactions are at an arms'' length price so that the transfer pricing legislation will not have any impact on the financial statements, particularly on the tax expenses and that of provision of tax.

8. Segment reporting

The Company is engaged in manufacturing/ trading and selling of jewellery mainly in India, which is the primary business segment based on the nature of products manufactured/traded and sold. Thus, the Company has only one reportable business which is manufacturing/trading and selling of jewellery and only one reportable geographical segment. Accordingly the segment information as required by Accounting Standard 17 on "Segment Reporting" is not required to be disclosed.

9. disclosure pursuant to clause 32 of the equity listing agreement and section 186 of the Companies Act,2013

No loans have been given by the Company to any third party or its subsidiary companies.

The details of investment in subsidiary companies are given in Note 13.

The Company has given a corporate guarantee in respect of loan taken by its wholly owned subsidiary Tribhovandas Bhimji Zaveri (Bombay) Limited, amounting toRs.Nil (2015 :Rs.500 Lakhs) for working capital purpose.

10. previous year figures

The figures of the previous year have been regrouped/ recast, where necessary, to conform to the current year classification. Deferred rent liability amounting toRs.502.47 Lakhs is disclosed under Other non-current liabilities, which was disclosed under Other current liabilities in the previous year, and sales tax expenses amounting toRs.367.82 lakhs are included in Cost of materials consumed, which were included in Rates and taxes in the previous year.


Mar 31, 2015

1. COMPANY OVERVIEW

Tribhovandas Bhimji Zaveri Limited ('TBZ or the "the Company) known under the brand ' TBZ- the Original' was incorporated on 24 July 2007 by conversion of a partnership firm Tribhovandas Bhimji Zaveri under Part IX of the Companies Act, 1956 whereby the partners of the partnership firm became shareholders with the shareholdings as agreed amongst the partners. The Company has been converted to a public limited company w.e.f. 3 December 2010. The Company is in the business of retail sales of ornaments made of gold, diamond, silver, platinum and other precious stones through its 28 show rooms located across India. The Company successfully completed its Initial Public Offer during the ended 31 March, 2013 of Rs. 20,000 lakhs by fresh issue of 16,666,667 equity shares.

2. SHORT TERM BORROWINGS

Working capital demand loan and the Cash credit facilities are part of the Consortium arrangement. The above facilities carry interest ranging between 4.25% to 12.35% and are secured by primary security by way of hypothecation charge on the entire current assets of the company, present and future, on first pari passu basis among the members of the consortium.

Further, the facility is secured by collateral security on first pari passu charge basis among the members of the consortium

- By way of mortgage over premise at Zaveri Bazar, Mumbai, premise at Surat, premise at Kandivali Industrial Estate, Mumbai, and commercial premises at Santacruz (West), Mumbai belonging to Shri Shrikant Zaveri (Managing director), for which he has given personal guaratee to the consortium.

- By way of hypothecation charge over fixed assets installed/erected or built in premise at Surat, premise at Kandivali Industrial Estate, Mumbai, premise at Pune, and all movable and immovable assets present in all the company's showrooms.

The facility is also secured on second pari passu charge basis among the members of the consortium:

- By way of mortgage over land and building at Punjagutta, Hyderabad (first charge to the extent of Rs. 700 lakhs for the term loan) and premise at Nariman Point, Mumbai (first charge for the term loan).

Further, bank deposits of Rs. 2,790.98 lakhs have been lien marked with the banks as a security for the above facilites. Also, the facilities are secured by Stand by Letter of credit of Rs. 15,490 lakhs and Letter of comfort of Rs. 13,996 lakhs.

The company had taken unsecured working capital demand loan from bank bearing interest @ 13.00% p.a. The loan is repayable within 45 days in 3 tranches of Rs. 800 lakhs each and additional interest. The loan has been repaid during the year.

Loan from directors is interest free and repayable on demand.

other borrowings carry interest in the range of 5% -10% p.a. These are repayable at the end of 361 days from the date of borrowing.

3. Contingent liabilities and commitments

Contingent Liabilities

Guarantee

Corporate guarantee given to bank on behalf of the Tribhovandas Bhimji Zaveri (Bombay) Limited, a wholly owned subsidiary, in respect of loans taken by them amounting to Rs. 500 lakhs. (2014: NIL)

Claims against the Company not acknowledged as debts

Particulars 31 March 2015 31 March 2014

Income tax 398.73 284.81 matters

Sales tax 254.88 49.79 matters

(a) It is not practicable for the company to estimate the timings of cash outflows, if any, in respect of the above pending resolution of the respective proceedings as it is determinable only on receipt of judgement / decisions pending with various forums/authorities.

(b) The company does not expect any reimbursements in respect of the above contingent liabilities.

(c) The company's pending litigations comprise of claims against the company by employees and pertaining to proceedings pending with Income Tax and Sales/VAT tax authorities. The company has reviewed all its pending litigations and proceedings and has adequately provided for where provisions are required and disclosed as contingent liabilities where applicable, in its financial statements. The company does not expect the outcome of these proceedings to have a materially adverse effect on its financial position.

Commitments

contracts remaining to be executed on capital account and not provided for as at 31 March 2015 is Rs. Nil (31 March 2014: Rs. 742.55 Lakhs) (net of advances).

4. Long-term contracts

The Company has a process whereby periodically all long term contracts (including derivative contracts) are assessed for material foreseeable losses. At the year end, the company has reviewed and determined that there are no long term contracts (including derivative contracts) which require provision under any law / accounting standards for material foreseeable losses.

5. Corporate social responsibility (CSR)

As per Section 135 of the companies Act 2013, a CSR committee has been formed by the company. The areas of CSR activities are eradicate hunger, poverty and malnutrition, promoting healthcare, including preventive health care and sanitiation. The company also wants to promote education, including special education and employment, enhancing vocation skills especially among children, women, elderly and the differently abled and livelihood enhancement projects. As part of above, the company has undertaken CSR acitivities through Dr. Ernest Borges Memorial Fund (body affiliated to Tata Memorial centre) and Dr. Ernest Borges Memorial Home towards 'Promoting Healthcare including Preventive Healthcare' and 'Promoting Education' , which are specified in Schedule VII of the companies Act, 2013. The company has incurred expenditure of Rs. 50 lakhs during the year for the above acitvities.

6. Leases

Operating leases as a Leasee

The company has recognized the rent expenses in the books of accounts on straight line basis. Rental expenses under operating leases (including cancelable and non - cancelable) aggregating Rs. 2,429.82 Lakhs (31 March 2014: Rs.2,218.50 Lakhs) have been included under "other expense" under the notes to financial statement 28 in the statement of Profit and loss.

7. Information on related party transactions as required by the Accounting Standard (AS) - 18 for the year ended 31 March 2015

I Name of related parties

Key Managerial Personnel

1. Shrikant G Zaveri, Chairman and Managing Director

2. Binaisha Zaveri, Whole-time Director

3. Raashi Zaveri, Whole-time Director

4. Prem Hinduja, chief Executive officer

5. Saurav Banerjee, chief Financial officer

6. Niraj oza, company Secretary

Relative of Key Managerial Personnel

1. Bindu Zaveri

Entities over which Key Managerial personnel and/or their relatives exercise significant influence

1. Tribhovandas Bhimji Zaveri Jewellers (Mumbai) Private Limited

2. Tribhovandas Bhimji Zaveri (TBZ) Private Limited

3. Super Traditional Metal crafts (Bombay) Private Limited

4. cupid Annibis Jewellery Private Limited

Subsidary

1. Konfiaance Jewellery Private Limited.

2. Tribhovandas Bhimji Zaveri (Bombay) Limited

8. The management is of the opinion that the Company's domestic transactions are at an arms' length price so that the transfer pricing legislation will not have any impact on the financial statement, particularly on the tax expenses and that on provision for tax.

9. Segment reporting

The Group is engaged in manufacturing/ trading and selling of jewellery which is the primary business segment based on the nature of products manufactured/traded and sold. Thus, the company has only one reportable business which is manufacturing/trading and selling of jewellery and only one reportable geographical segment. Accordingly the segment information as required by Accounting Standard 17 on "Segment Reporting" is not required to be disclosed.

10. Disclosure Pursuant to clause 32 of the equity listing agreement and section 186 of the companies Act, 2013

No loans have been given by the Company to any third party or its subsidiary Companies The details of investments in subsidiary Companies are given in "Note 13".

The Company has given Corporate guarantee in respect of loan taken by its wholly owned subsidiary Tribhovandas Bhimji Zaveri (Bombay) Limited, amounting to Rs. 500 lakhs (2014 : Nil) for working capital purpose.

11. Previous year figures

The figures of the previous year have been regrouped/ recast, where necessary, to conform to the current year classification.


Mar 31, 2013

1 COMPANY OVERVIEW

Tribhovandas Bhimji Zaveri Limited (''TBZ or the "the Company) known under the brand ''TBZ- the Original'' was incorporated on 24 July 2007 by conversion of a partnership firm Tribhovandas Bhimji Zaveri under Part IX of the Companies Act, 1956 whereby the partners of the partnership firm became shareholders with the shareholdings as agreed amongst the partners. The Company has been converted to a public limited company w.e.f. 3 December 2010. The Company is in the business of retail sales of ornaments made of gold,diamond, silver, platinum and other precious stones through its 25 show rooms located across India.

The Company successfully completed its Initial Public Offer during the year of Rs. 20,000 lakhs by for fresh issue of 16,666,667 shares. The shares of face value of Rs. 10 each had a price band between Rs. 120 to Rs. 126 per share. The issue price was fixed at Rs. 120 per share. The shares got listed on the Bombay Stock Exchange Limited and the National Stock Exchange of India Limited on 9th May 2012.

2.1 Capital commitments and Contingent liabilities

Contracts remaining to be executed on capital account and not provided for as at 31 March 2013 is Rs. 233.81 Lakhs (2012: Nil) (net of advances).

Contingent Liabilities

Guarantee

Guarantees given on behalf of the directors in respect of loans taken by them is Rs. NIL (2012: Rs. 1,400 Lakhs) Indirect tax matter

The Commercial Tax Officer, KVAT Circle IV, Ernakulum has issued a notice of demand / recovery notice under the Kerala Value Added Tax Rules, 2005 for the year 2009-10 for the payment of Rs. 49.79 Lakhs towards liability of compounding tax. The Company has filed an appeal against the aforesaid notice. The appellate matter is currently pending with the Deputy Commissioner of Sales Tax (Appeal), Ernakulam.

Direct tax matter

The Additional Commissioner of Income Tax Central circle 4(3) has issued notice of demand under Section 156 of Income Tax Act, 1961 for A.Y. 2010 - 2011 for the payment of Rs. 148.75 Lakhs, the Company has filed an appeal against the aforesaid notice. The appellate matter is currently pending with the Commissioner of Income Tax (Appeal).

2.2 Employee Stock Option Plan

TBZ ESOP 2011 (''Scheme 2011'')

In January 2011, the Board of the Company approved the TBZ ESOP 2011 ("the Scheme"), which covers the employees of the Company including its subsidiaries.

The scheme provides share based compensation to its employees using Stock options (Options) and Restricted Share Units (RSU)

- The Scheme would be administered and supervised by the members of the Remuneration Committee (which has been authorized by the Board to function as the "Compensation Committee");

- Exercise price of options will be Rs. 149.93 per share and Exercise price of restricted stock units will be Rs. 10 per share;

- The Scheme provides that these options would vest in tranches over a period of 3 years as follows:

2.3 Micro, Small and Medium Enterprises

Under the Micro, Small and Medium Enterprises Development Act, 2006 which came into force from 2 October 2006, certain disclosures are required to be made relating to Micro, Small and Medium Enterprise.

On the basis of the information and records available with management , the following disclosures are made for the amounts due to Micro, Small and Medium enterprises who have registered with the Competent authorities.

2.4 Operating lease obligations

The Company has recognized the rent expenses in the books of accounts on straight line basis. Rental expenses under operating leases (including cancelable and non - cancelable) aggregating Rs. 1,512.34 Lakhs (31 March 2012: Rs. 1,084.20 Lakhs) have been included under "Administrative and selling expenses- Rent" under the notes to financial statement 25 in the statement of Profit and loss.

The future minimum lease payments in respect of non-cancellable operating leases as at 31 March 2013 are as follows -

2.5 During the year, the Company has changed its business practice i.e. from outright purchase of gold from its vendors, the Company has now also started procuring gold on lease basis from banks.

2.6 The management is of the opinion that the Company''s domestic transactions are at an arms'' length price so that aforesaid legislation will not have any impact on the financial statement, particularly on the tax expenses and that of provision for tax.

2.7 Disclosures as required by the Accounting Standard - 18 on "Related Party Disclosures" are given below: Name of related parties

Key Managerial Personnel

1 Shrikant G Zaveri

2 Binaisha Zaveri

3 Raashi Zaveri

Relatives of key managerial personnel

1 Bindu S Zaveri

2 Kamla G Zaveri

Entities over which Key Managerial personnel and/or their relatives exercise significant influence

1 Tribhovandas Bhimji Zaveri Jewellers (Mumbai) Private Limited

2 Tribhovandas Bhimji Zaveri (TBZ) Private Limited

3 Super Traditional Metal Crafts (Bombay) Private Limited

4 Tribhovandas Bhimji Zaveri Trading Co

5 Cupid Annibis Jewellery Private Limited

6 Shrikant G Zaveri (HUF)

7 T.B. Zaveri / A.B Zaveri (Family Benefit Trust)

Subsidiary

1 Konfiaance Jewellery Private Limited.

2 Tribhovandas Bhimji Zaveri (Bombay) Limited

2.8 Pursuant to the Accounting Standard (AS 29) - Provisions, Contingent Liabilities and Contingent Assets, the disclosure relating to provisions made in the accounts for the year ended 31 March 2013 is as follows:

Provision for Sales promotion expenses

2.9 Initial Public Offering (IPO)

During the year pursuant to the approval of the shareholders of the Company in an Extra Ordinary General Meeting held on 5 January 2011, the Company has issued and allotted through Initial Public Offering (IPO) 16,666,667 equity shares of Rs. 10 each at a premium of Rs. 110 per share aggregating to a total of Rs. 20,000 Lakhs to all categories of investors. The issue was made in accordance with the terms of the Company''s prospectus dated 30 April 2012 and the shares got listed on 9 May 2012 on BSE Limited and National Stock Exchange of India Limited. In accordance with "objects of issue" as stated in the prospectus of the Company, the status of utilisation upto 31 March 2013 of the amount raised through the said initial public offer is as follows:-

2.10 Segment Reporting

The Company is engaged in manufacturing/ trading and selling of jewellery which is the primary business segment based on the nature of products manufactured/traded and sold. Thus, the Company has only one reportable business which is manufacturing/trading and selling of jewellery and only one reportable geographical segment. Accordingly the segment information as required by Accounting Standard 17 on "Segment Reporting" is not required to be disclosed.

2.11 Previous year figures

Details of regrouping/reclassification for the previous year


Mar 31, 2012

1 Background

Tribhovandas Bhimji Zaveri Limited (TBZ or the "the Company) known under the brand' TBZ- the Original1 was incorporated on 24 July 2007 by conversion of a partnership firm Tribhovandas Bhimji Zaveri under Part IX of the Companies Act, 1956 whereby the partners of the partnership firm became shareholders with the shareholdings as agreed amongst the partners.The Company has been converted to a public limited company w.e.f. 3 December 2010. The Company is in the business of retail sales of ornaments made of gold, diamond, silver, platinum and other precious stones through its 14 show rooms located across India.

The Company successfully completed its Initial Public Offer of Rs. 2,000 Million by fresh issue of 16,666,667 shares. The shares of face value of Rs. 10 each had a Price Band between Rs. 120 to Rs. 126 per share. The issue price was fixed at Rs. 120 per share. The shares were listed on the Bombay Stock Exchange Limited and the National Stock Exchange of India Limited on 9 May 2012.

a Terms / rights attached to eauily shares

The Company has only one class of eauity shares having a par value of Rs. 10 per share. Each holder of eauily shares is entitled to one vote per shares. The Company declares dividends in Indian rupees. The Company declares and pays dividends in Indian rupees. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting.

In the event of liauidation of the Company the holders of eauity shares will be entitled to receive remaining assets of the Company after distribution of all preferential amounts. The distribution will be in proportion to the number of eauily shares held by the shareholders.

f The Company had increased its authorized eauity share capital to Rs. 750,000,000 consisting of 75,000,000 eauily shares of nominal value Rs. 10 in the Annual General Meeting held on 30 September 2010.

g During the previous year, the Board had approved the purchase of 5019 eauily shares of Rs. 100 each of Tribhovandas Bhimji Zaveri (Bombay) Limited (formerly Tribhovandas Bhimji Zaveri (Bombay) Private Limited) at a price of Rs. 4,030 per share amounting to Rs. 20,226,570. Conseguentto the investment, Tribhovandas Bhimji Zaveri (Bombay) Limited (formerly Tribhovandas Bhimji Zaveri (Bombay) Private Limited) became the subsidiary of the Company w.e.f. 4 October 2010. Subseauently, the Company had sold 5 shares at its cost of acauisition. On 13 June 2011, the Company has purchased 6 shares at Rs. 4,490 per share for Rs. 26,940, conseauent to the purchase Tribhovandas Bhimji Zaveri (Bombay) Limited (formerly Tribhovandas Bhimji Zaveri (Bombay) Private Limited) became 100% subsidiary of the Company.

2.1 Capital commitments and Contingent liabilities

Contracts remaining to be executed on capital account and not provided for as at 31 March 2012 Rs. is Nil (2011:Rs. Nil) (net of advances).

Contingent Liabilities

Guarantee

Guarantees given on behalf of the directors in respect of loans taken by them isRs. 140,000,000 (2011: Rs. 140,000,000).

Indirect tax matter

The Commercial Tax Officer, KVAT Circle IV, Ernakulum has issued a notice of demand / recovery notice under the Kerala Value Added Tax Rules, 2005 for the year 2009-10 for the payment ofRs. 4,979,320 towards liability of compounding tax. The Company has filed an appeal against the aforesaid notice. The appellate matter is currently pending with the Deputy Commissioner of Sales Tax.

2.2 Employee Stock Option Plan

TBZ ESOP 2011 ("Scheme 2011')

In January 2011, the Board of the Company approved the TBZ ESOP 2011 ("the Scheme"), which covers the employees of the Company including its subsidiaries.

The scheme provides share based compensation to its employees using Stock options (Options) and Restricted Share Units (RSU)

The Scheme would be administered and supervised by the members of the Remuneration Committee (which has been authorized by the Board to function as the "Compensation Committee");

Exercise price of options will beRs. 149.93 per share and Exercise price of restricted stock units will be Rs. 10 per share;

2.3 Micro, Small and Medium Enterprises

Under the Micro, Small and Medium Enterprises Development Act, 2006 which came into force from 2 October 2006, certain disclosures are reauired to be made relating to Micro, Small and Medium Enterprise.

2.4 Operating lease obligations

The Company has recognized the rent expenses in the books of accounts on straight line basis. Rental expenses under operating leases (including cancelable and non - cancelable) aggregating Rs. 107,223,271 (31 March 2011: Rs. 83,907,262) have been included under "Administrative and selling expenses- Rent, rates and taxes" under the notes to financial statement 25 in the Profit and loss account.

2.5 Segment reporting

The Company is engaged in manufacturing/ trading and selling of jewellery which is the primary Pusiness segment Pased on the nature of products manufactured/traded and sold. Thus, the Company has only one reportable business which is manufacturing/trading and selling of jewellery and only one reportable geographical segment. Accordingly the segment information as reauired by Accounting Standard 1 7 on "Segment Reporting" is not reguired to be disclosed.

2.6 Disclosures as required by the Accounting Standard -18 on " Related Party Disclosures" are given below:

Key Managerial Personnel

1 ShrikantGZaveri

2 Binaisha Zaveri

3 Raashi Zaveri

Relatives of key managerial personnel

1 BinduS Zaveri

2 Kamla G Zaveri

Entities over which Key Managerial personnel and/or their relatives exercise significant influence

1 Tribhovandas Bhimji Zaveri Jewellers (Mumbai) Private Limited

2 Tribhovandas Bhimji Zaveri (TBZ) Private Limited

3 T B Zaveri Jewelleries Limited (upto 20 March 2011)

4 Super Traditional Metal Crafts (BomPay) Private Limited

5 New Transmission & Power Technology Private Limited (upto 16 March 2011)

6 TriPhovandas Bhimji Zaveri Trading Co

7 Cupid AnniPis Jewellery Private Limited

8 ShrikantG Zaveri (HUF)

9 T.B. Zaveri/A.BZaveri(FamilyBenefitTrust) Subsidiary

1 Konf iaance Jewellery Private Limited.

2 TriPhovandas Bhimji Zaveri (BomPay) Limited, (formerly TriPhovandas Bhimji Zaveri (BomPay) Private Limited) (w.e.f 4 October 2010)

2.7 The Company had entered into a joint venture (JV) agreement with Ms Parinda Bajaj on June 25, 2009. As a part of the agreement one of the Company's brand "Krsala" was transferred to the joint venture partner which in turn was licensed back to the Company. The Company and the JV partner incorporated 'Konfiaance Jewellery Private Limited' ('KJPL') to carry on the JV business with an eauily participation of 60% by the Company in KJPL. Till the time KJPL commenced its business, the Company continued the business in the said Krsala brand. The Joint venture agreement with Mrs. Parinda Bajaj has been terminated on 22nd June, 2011 and Mrs. Parinda Bajaj's shareholding in Konfiaance Jewellery Private Limited has been acauired by the Company. Conseauentto the acauisition KJPL has became 100% subsidiary of the Company.

2.8 The Company has recently been announced as the successful bidder in relation to a bid submitted by it for commercial premises at Tulsiani Chambers, Nariman Point, Mumbai for an amount of Rs. 260,000,000. The Company is in the process of negotiating the terms of the purchase and has executed a provisional offer acceptance letter dated January 19, 2012 with the seller. However, the payments mentioned above are subject to, among other things, completion of title due diligence of the premises. In the event the Company decides not to proceed with the above transaction, the seller may forfeit the earnest money deposit of Rs. 500,000 paid by the Company.

2.9 The Company executed a letter of intent dated April 12, 2012 to lease a showroom with a carpet area of 1,230 sq. ft. located in Churchgate, Mumbai and in connection therewith has paid an interest free deposit of Rs. 100,000 to the owner of the premises. The initial period of the lease will be three years, renewable at the Company's option for two further periods of three years. The final lease agreement has not yet been executed. In the event the Company decides not to enter into the final lease agreement, the owner of the premises may not refund the deposit of Rs. 100,000.

2.10 Previous year figures

Till the year ended 31 March 2011, the Company was using pre-Revised Schedule VI to the Companies Act 1956 for preparation and presentation of its financial statements. During the year, ended 31 March 2012, the Revised Schedule VI notified under the Companies Act 1956, has become applicable to the company .The company has reclassified previous year figures to conform to this year's classification.

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