Mar 31, 2015
Dear Members,
The Directors are pleased to present the Twenty Fifth Annual Report
together with the Audited Statement of Accounts of the Company for the
financial year ended March 31,2015.
Financial Highlights
(Rs. In lacs)
31.03.20151 31.03.2014
Sales and Other Income 11467.13 38331.97
Less: Expenses 11244.22 38172.03
Profit before tax and depreciation 222.91 159.93
Less: Depreciation 114.63 100.75
Net Profit/(Loss) before Tax 108.28 59.18
Less: Income tax provision 35.00 23.00
Less: Deferred Tax (18.54) (35.63)
Less: Earlier Years' Income Tax 0.00 33.68
Less: MAT Credit Entitlement (5.00) (23.00)
Profit/(Loss) after tax 96.82 61.13
Balance brought forward from previous year 15897.40 15836.27
Profit available for appropriation 15994.22 15897.40
Appropriation
Issue of Bonus shares ---- ---
Transfer to General Reserve ---- ---
Proposed Dividend on Equity shares ---- ---
Tax on Proposed Dividend ---- ---
Profit carried over to Balance Sheet 15994.22 15897.40
Earnings per share 0.03 0.02
State of Company's Affairs
Your Directors wish to inform you that during the current financial
year ended March 31,2015, the sales and other income of the Company
were Rs. 11,467.13 lacs and during the previous year it was Rs.
38,331.97 lacs. The Net Profit before tax stood at Rs. 108.28 lacs as
against Rs. 59.18 lacs in the previous year. The Net Profit after tax
stood at Rs. 96.82 lacs as against Rs. 61.13 lacs in the previous year.
The decline in the performance was partially due to promoters' dispute
and partially due to volatile economical environment. However, the
management expects that the performance will improve form the current
financial year onwards.
Dividend
Due to reduced profits and in order to conserve the financial resources
for future growth plans of the Company, the Directors do not recommend
any dividend.
IPO Fund Utilization
The details of IPO proceeds which have been utilized by the Company are
as given under. The Company has utilized major portion of IPO proceeds
for expansion as and when the correct opportunity and favorable market
conditions were available. However, insignificant portion of the
proceeds allocated for the expansion is left unutilized and the
management of your Company has infused those funds in to financial
instruments for the investment purpose. The management has taken this
step considering the fact that as and when the Company will require
funds for expansion the requisite funds will be transferred from
investment to expansion and till the time the shareholders money will
fetch good returns which will be further helpful in future expansion
and new projects of the Company.
Amount received from IPO 12650.85
Sr. Particulars of proposed reallocated expenditure Amount
No- amount in Lacs
(as on 31.3.2015)
1. For expansion and establishment of new retails
stores either by way of lease or outright purchase 1143.84
and increase in production capacity of Diamond
and Jewellery manufacturing facilities & other
general capex required for expansion.
2. Funding to subsidiaries and such entities by
way of equity, capital, loans and advances or 1845.02
in any other manner
3. Working Capital Requirement for business 8459.96
4. General Corporate Purposes 218.37
5. Issue Expenses 828.68
Total 12495.87
Unutilized Amount Represented by
Bank Balance/Time Deposit 154.98
Directors and Key Managerial Personnel
Your Board comprises of 6 Directors including 3 Independent Directors.
Definition of 'Independence' of Directors is derived from Clause 49 of
the Listing Agreement with Stock Exchanges and Section 149(6) of the
Companies Act, 2013. Based on the confirmation / disclosures received
from the Directors under section 149(7) of the Companies Act 2013 and
on evaluation of the relationships disclosed, the Non-Executive
Directors - Mr. Anant Upadhyay, Ms. Neetam Singh and Mr. Kevin Shah are
considered as Independent Directors, who are not liable to retire by
rotation.
APPOINTMENT
Mr. Anant Upadhyay was appointed as an Additional Director of the
Company on August 21, 2014 and appointed as an Independent Director in
the Annual General Meeting held on December 30, 2014.
Ms. Neetam Singh was appointed as an Additional Director of the Company
on September 19, 2014 and appointed as an Independent Director in the
Annual General Meeting held on December 30, 2014.
Mr. Kevin Shah was appointed as an Additional Director of the Company
on November 25, 2014 and appointed as an Independent Director in the
Annual General Meeting held on December 30, 2014.
The above referred appointments as Independent Directors made in the
Annual General Meeting held on December 30, 2014 was for a specific
tenure in accordance with Section 149 of the Companies Act, 2013 ("the
Act") and Clause 49 of the Listing Agreement.
Mr. Kundan Tanawade was appointed as Company Secretary and Compliance
Officer of the Company w.e.f. October 27, 2014.
CESSATION
Mr. Naresh Manchanda, Independent Director was appointed on September
19, 2014 and had resigned from the Company w.e.f. November 15, 2014.
The Board placed on record its deep appreciation for the valuable
guidance and advice given by Mr. Naresh Manchanda, during his tenure as
an Independent Director of the Company.
Ms. Rajni Ahuja, the Company Secretary and Compliance Officer of the
Company had resigned w.e.f August 15, 2014.
Mr. Navneet Goenka is Chief Financial Officer of the Company. As per
provisions of the Companies Act, 2013 requisite forms have been filed
with RoC.
In compliance with the requirements of Section 203 of the Companies
Act, 2013, Mr. Nandlal Goenka, Chairman, Mr. Navneet Goenka, Managing
Director & CFO, Mr. Nitin Goenka, Managing Director and Mr. Kundan
Tanawade, Company Secretary & Compliance Officer of the Company were
nominated as Key Managerial personnel.
Directors' Responsibility Statement
Your Directors state that:
a) in the preparation of the annual accounts for the year ended March
31, 2015, the applicable accounting standards read with requirements
set out under Schedule III to the Act, 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 the year ended on that date;
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 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.
Subsidiary Company and Consolidated Financials
In compliance with Section 129 of the Act, a statement containing
requisite details including performance and financial position of each
of the subsidiary company is annexed to this report.
In accordance with Accounting Standard AS 21 - Consolidated Financial
Statements read with Accounting Standard AS 23 -Accounting for
Investments in Associates, and Accounting Standard 27 - Financial
Reporting of Interests in Joint Ventures, the audited Consolidated
Financial Statements are provided in the Annual Report.
Board Evaluation
Pursuant to the provisions of companies Act, 2013 and clause 49 of the
Listing Agreement, the Board has carried out annual performance
evaluation of its own performance, the directors individually as well
the evaluation of the working of its Audit, Nomination & Remuneration
and Stakeholders Grievance committee.
The manner in which the evaluation has been carried out has been
explained in Corporate Governance Report.
Remuneration Policy
The Nomination & Remuneration Committee framed a policy for selection
and appointment of Directors including determining qualifications and
independence of a Director, Key Managerial Personnel, Senior Management
Personnel and their remuneration as part of its charter and other
matters provided under Section 178(3) of the Companies Act, 2013.
The salient features of the Remuneration Policy are stated in the
Corporate Governance Report.
Deposits and Unclaimed Dividend
During the year under review, your company has not accepted any public
deposit under Chapter V of the Companies Act, 2013. There were no funds
required to be transferred to Investor Education and Protection fund,
in respect of unclaimed dividend.
Number of Meetings of the Board
The Board met eight times in financial year 2014-2015, on May 19, 2014,
August 21, 2014, September 19, 2014, October 31, 2014, November 14,
2014, November 25, 2014, November 29, 2014 and February 13, 2015. The
maximum interval between any two meetings did not exceed 120 days.
Details of Committees of the Board
The Company has following Committee of the Board:
1. Audit Committee
2. Nomination and Remuneration Committee
3. Stakeholders Grievance Committee
1. Audit Committee
The Audit Committee comprises independent directors namely Mr. Kevin
Shah, Mr. Anant Upadhyay and Ms. Neetam Singh.
Mr. Kevin Shah - Chairman.
Mr. Anant Upadhyay - Member.
Ms. Neetam Singh - Member.
All the recommendations made by the committee were accepted by the
Board.
2. Nomination and Remuneration Committee
The Nomination and Remuneration Committee comprises independent
directors namely Ms. Neetam Singh, Mr. Kevin Shah and Mr. Anant
Upadhyay.
Ms. Neetam Singh - Chairperson
Mr. Kevin Shah - Member.
Mr. Anant Upadhyay - Member.
All the recommendations made by the committee were accepted by the
Board.
3. Stakeholders Grievance Committee
The Stakeholders Grievance Committee comprises independent directors
namely Mr. Anant Upadhyay, Mr. Kevin Shah and Ms. Neetam Singh.
Mr. Anant Upadhyay - Chairman.
Mr. Kevin Shah - Member.
Ms. Neetam Singh - Member.
All the recommendations made by the committee were accepted by the
Board.
The details of the meetings held and attendance of the members of the
above committees of the Board are provided in the Corporate Governance
report.
Statutory Auditors
M/s. B. Khosla & Co., Chartered Accountants and M/s. RSVA & Co.,
Chartered Accountants, Joint Statutory Auditors of the Company, hold
office till the conclusion of the ensuing Annual General Meeting and
are eligible for re-appointment. They have confirmed their eligibility
to the effect that their re-appointment, if made, would be within the
prescribed limits under the Act and that they are not disqualified for
re-appointment. The proposal for their re-appointment is included in
the notice for Annual General Meeting sent herewith.
Auditors' Report
In respect of the observations made by Auditors in their report, your
Directors wish to state that the replies in that respect have been
given in the Directors Report in a separate section.
Secretarial Auditor
The Board has appointed Mr. Vishal N. Manseta, Practising Company
Secretary, to conduct Secretarial Audit for the financial year 2014-15.
The Secretarial Audit Report for the financial year ended March 31,2015
is annexed to this Report.
Secretarial Audit Report
In respect of the observations made by Secretarial Auditor in his
report, your Directors wish to state that the replies in that respect
have been given in the Directors Report in a separate section.
Contracts and Arrangements with Related Parties
All contracts / arrangements / transactions entered by the Company
during the financial year with related parties were in the ordinary
course of business and on an arm's length basis. During the year, the
Company had not entered into any contract / arrangement / transaction
with related parties which could be considered material.
Members are requested to refer Note 32 to the financial statement which
sets out related party disclosures.
Extract of Annual Return
The extract of Annual Return in Form MGT-9 as required under Section
92(3) of the Act read with Companies (Management & Administration)
Rules, 2014 is annexed to this report as on March 31,2015.
Sexual Harassment
Your Directors further state that during the year under review, there
were no cases filed pursuant to the sexual harassment at workplace.
Material Changes and Commitments, affecting the financial position of
the Company
There have been no material changes and commitments, affecting the
financial position of the Company which occurred between the end of the
financial year to which the financial statements relate and the date of
this report.
Details of significant and material orders passed by the regulators/
courts/ tribunals impacting the going concern status and the Company's
operations in future
There are no significant material orders passed by the Regulators/
Courts/ Tribunals which would impact the going concern status of the
Company and its future operations.
Corporate Social Responsibility
The provisions related to Corporate Social Responsibility as mentioned
in the Act are not applicable to the company.
Risk Management Policy
The Company manages, monitors and reports on the principal risks and
uncertainties that can impact its ability to achieve its strategic
objectives. The Company's management systems, organisational
structures, processes, standards, code of conduct and behaviors govern
how the company conducts the business and manages associated risks. The
Company has introduced several improvements to Integrated Enterprise
Risk Management, Internal Controls Management and Assurance Frameworks
and processes to drive a common integrated view of risks, optimal risk
mitigation responses and efficient management of internal control and
assurance activities.
Internal Financial Controls
The Company has in place adequate internal financial controls and
internal audit procedures with regard to financial statements, to
commensurate with the size of the business. During the year, no
reportable material weakness or cases of fraud were observed.
Share Capital
The paid up equity share capital of the Company as on March 31,2015 was
Rs. 31,70,00,000/- During the year under review, the Company has not
issued shares with differential voting rights and sweat equity shares.
Vigil Mechanism
The Vigil Mechanism of the Company, which also incorporates a whistle
blower policy in terms of the Listing Agreement, includes intimation to
the senior executives of the Company in case any threat or misconduct
or unethical behavior or violation of company's code of conduct or
ethics policy is observed. Protected disclosures can be made by a
whistle blower through an e-mail or dedicated telephone line or a
letter to the senior executives or to the Chairman of the Audit
Committee.
Corporate Governance
As per Clause 49 of the Listing Agreement with the Stock Exchanges, a
separate section on corporate governance practices followed by your
Company, together with a certificate from Mr. Vishal N. Manseta,
Practising Company Secretary on compliance with Clause 49 of the
Listing Agreement with Stock Exchanges is given in this annual report.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
The prescribed particulars of employees required under section 197 read
with Rule 5 of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 are attached and form part of this
report.
Green Initiatives
Electronic copies of the Annual Report 2014-15 and Notice of the
25thAnnual General Meeting are sent to all members whose email
addresses are registered with the Company/Depository Participant(s).
For members who have not registered their email addresses are requested
to register their email ids with their DPs in order to co-operate with
the company in implementation of green initiative; and help to protect
the environment.
STATUTORY AUDITORS REMARKS AND MANAGEMENTS REPLIES THEREUPON
1) Regarding Auditors Observation on recoverability of long outstanding
Trade Receivables,
There have been defaults in payment obligations by the trade
receivables on due date and recoveries from them are not significant,
due to economic slowdown especially in diamond sector and also on
account of dispute amongst promoters. However, a settlement agreement
was executed between the promoters with help of court mediation on 18th
March 2014, post which the management has started taking all the
initiatives to revive Company's operations. Nonetheless, the Trade
receivables amounting to Rs.3,61,66,47,379/- have confirmed the
balances by way of confirmations directly sent to auditors and/or
Company. Looking at the past record regarding recovery from Trade
receivables, the management is of the opinion that trade receivables
outstanding for more than 6 months from the date they are due for
payments are good and recoverable and therefore no provision is
required to be made against these Trade Receivables
2) Regarding auditors observation on Inventory valuation wherein the
determination of estimated net realizable value and specification
identification which involves technical judgment of the management has
been relied upon by auditors:
The management is of the opinion that the inventories are properly
valued.
3) Regarding auditors' observation wherein they have referred to Note
No. 37(a) of notes on Financial statements wherein the management has
confirmed that no financial adjustment is required to be made in the
financial statements for the terms & conditions of the settlement
agreement executed and on account of various disputes, allegations and
legal actions.
The above note is self explanatory and the management is of the view
that no financial adjustment is required to be made in the financial
statements since the promoters have already arrived at the settlement
with the help of court mediation vide settlement agreement executed on
March 18, 2014; the terms & conditions of which have been partially
executed.
4) Regarding auditors' observation wherein they have referred to Note
No. 37(b) of notes on Financial statements; and have mentioned that
factors such as non-realization of debtors, decrease in sales,
non-payment of statutory dues and taxes, overdue creditors, defaults in
repayment of loans and interest etc, indicate the liquidity crunch
faced by the company.
The company expects faster debtors realization in near future.
Moreover, with the formation of Joint Lenders Forum (JLF) by consortium
of bankers in accordance with RBI guidelines, additional credit
facilities are sanctioned / to be sanctioned by the consortium bankers,
in order to enable the company to meet its working capital requirements
and revive its operations.
5) Regarding auditors' observation wherein they have referred to Note
No. 37(C) of notes on Financial statements, wherein the management has
confirmed that it has provided interest wherever banks have not applied
or have reversed the interest on loan. Any difference on account of
interest and penal interest shall be accounted for as and when the
interest is charged or settled by the banks. In case of one bank,
interest to the tune of Rs. 1,49,61,987 has been charged in excess
against which company has made representation to the bank. The
management is very much confident that the same will be decided in the
favour of the Company and therefore no provision for the same has been
made in the financial statements for the year ended March 31,2015.
The above note is self explanatory; and the management is of the view
that it has in its best judgment accounted for all probable interest
liability; and difference, if any, will be accounted for as and when
the interest is charged or settled by the bank.
6) Observations by the auditors made in point no. vii (a) & (b) of the
Annexure to Auditors Report:
The management states that the company is committed to pay all its
outstanding undisputed statutory dues. Regarding the disputed
outstanding taxes, the Company is confident that it will be able to get
favorable orders.
7) Regarding observation made by the Auditors at Point No. (ix) of the
Annexure to Auditors Report:
Certain factors such as promoters dispute, slow debtors realization,
inadequate inventory levels, global economic slow down, highly volatile
foreign exchange rates and significant weakening of rupee against the
dollar had material impact on the liquidity position of the Company,
due to which there was default in payment of a few bank debts
obligations. Some of the overdue outstanding debts had already been
repaid during FY 2014-15 and in case of continuing defaults; some of
the debts have been repaid during the FY 2015-16. The company is
committed towards honoring all its debt obligations.
SECRETARIAL AUDITORS REMARKS AND MANAGEMENTS REPLIES THEREUPON
1) Auditors Observation made on delay in payment of statutory dues
Though there is a delay in payment of statutory dues, the management
states that the company is committed to pay all its outstanding
statutory dues.
2) Regarding auditors observation that the composition of the Board of
the company was not in compliance with the provisions of listing
agreement and the Companies Act, 2013 till September 19, 2014.
The Board states that the non-compliance was for a particular period of
time owing to certain external factors. Since September 19, 2014, the
Board and its Committees are duly constituted.
3) Regarding auditors' observation made on non-compliance of clause 41
of the Listing Agreement.
Due to resignation of the statutory auditors at the beginning of the
financial year; and also in absence of the audit committee, the company
could not submit to stock exchanges financial results for the quarters
ended March 31, 2014 and June 30, 2014 in time. The non-compliances
were regularized subsequently on appointment of statutory auditors and
constitution of audit committee in the month of September 2014. As on
date the company is complaint with the respective provisions of the
Listing Agreement.
Conservation of Energy, Technology Absorption, Foreign Exchange
Earnings and Outgo Conservation of Energy:
The Company has taken adequate measures to conserve energy. The company
is into diamond and jewellery business where the operations are not
energy intensive. We regularly evaluate and use new energy efficient
technologies and make necessary investment in these equipments to make
our infrastructure more energy efficient, whenever required.
Technology Absorption, Adoption and Innovation
Since the company's products are designed and not mechanically
developed, technology absorption or innovations are not of material
significance.
Research and Development
The nature of the business of the company is categorically end user
business of large size diamonds and high end jewellery wherein research
and development expense are more in the nature of designing rather than
development of new technology.
Foreign Exchange Earnings and Outgo
The information regarding foreign exchange earnings and outgo is
contained in note no. 29 & 30 of notes on Financial Statements.
GENERAL
Your Directors state that no disclosure or reporting is required in
respect of the following items as there were no transactions on these
items during the year under review:
1. Re-appointment of an independent director for a second term of five
years.
2. Neither the Managing Director nor the Whole-time Directors of the
Company received any remuneration or commission from any of its
subsidiaries.
3. There were no companies which have become or ceased to be
Subsidiaries, Joint Ventures or associate companies during the year
4. There was no change in nature of business.
5. There were no loans, guarantees or investments by the Company under
Section 186 of the Act.
Acknowledgement
Your Directors place on record their gratitude to Central Government,
State Governments, Financial Institutions and Company's Bankers for
assistance, co-operation and encouragement they extended to the
Company. The Directors are also grateful to the valued customers,
esteemed shareholders, dedicated employees and public at large for
their patronage and confidence reposed in the company.
On behalf of the Board of Directors
For Goenka Diamond and Jewels Limited
NANDLAL GOENKA NAVNEET GOENKA
CHAIRMAN VICE CHAIRMAN & MANAGING DIRECTOR
Place: Mumbai
Date: August 14, 2015
Mar 31, 2014
Dear Members,
The Directors take pleasure in presenting before the members the
Twenty Fourth Annual Report together with the Audited Statement of
Accounts of the Company for the financial year ended 31st March 2014.
Financial Highlights
(Rs. In lacs)
31.03.20141 31.03.2013
Sales and Other Income 38331.97 74397.00
Less: Expenses 38172.03 72072.96
Profit before tax and depreciation 159.93 2324.04
Less: Depreciation 100.75 120.44
Net Profit/(Loss) before Tax 59.18 2203.60
Less: Income tax provision 23.00 380.00
Less: Deferred Tax (35.63) (10.01)
Less: Earlier Years'' Income Tax 33.68 2.83
Less: MAT Credit Entitlement (23.00) (290.00)
Profit/(Loss) after tax 61.13 2120.78
Balance brought forward from previous year 15836.27 14086.37
Profit available for appropriation 15897.40 16207.15
Appropriation
Issue of Bonus shares - -
General Reserve - -
Proposed Dividend on Equity shares - 317.00
Tax on Proposed Dividend - 53.87
Profit carried over to Balance Sheet 15897.40 15836.27
Earnings per share 0.02 0.67
* EPS is based on face value per share of Rs. 1/- each.
Turnover & Profits
Your Directors wish to inform you that during the current financial
year ended March 31, 2014, the sales and other income of the Company
were Rs. 38,331.97 lacs and during the previous year it was Rs.
74,397.00 lacs. The Net Profit before tax stood at Rs. 59.18 lacs as
against Rs. 2203.60 lacs in the previous year. The Net Profit after tax
stood at Rs. 61.13 lacs as against Rs. 2120.78 lacs in the previous
year. The decline in the performance of the company was mainly due to
promoters dispute, due to which promoters could not devote sufficient
time toward business. However, this was a temporary phase, since a
settlement between the promoters took place with the help of court
mediation in March, 2014. Now the management is confident that from
current year onwards the performance will improve.
Dividend
Due to reduced profits and in order to conserve the financial resources
for future growth plans of the Company, the Directors do not recommend
any dividend for the current financial year.
IPO fund utilization
The details of IPO proceeds which have been utilized by the Company are
as given under. The Company has utilized major portion of IPO proceeds
for expansion as and when the correct opportunity and favorable market
conditions were available. However, insignificant portion of the
proceeds allocated for the expansion is left unutilized and the
management of your Company has infused those funds in to financial
instruments for the investment purpose. The management has taken this
step considering the fact that as and when the Company will require
funds for expansion the requisite funds will be transferred from
investment to expansion and till the time the shareholders money will
fetch good returns which will be further helpful in future expansion
and new projects of the Company.
Amount received from IPO 12650.85
Sr. Particulars of proposed reallocated expenditure amount Amount
No. in Lacs
1. For expansion and establishment of new retails stores
either by way of lease or outright purchase and 1143.84
increase in production capacity of Diamond and
Jewellery manufacturing facilities & other general
capex required for expansion.
2. Funding to subsidiaries and such entities by way of
equity, capital, loans and advances or in any other 1810.94
manner
3. Working Capital Requirement for business 8459.96
4. General Corporate Purposes 218.37
5. Issue Expenses 828.68
Total 12461.79
Unutilized Amount Represented by
Bank Balance/Time Deposit 189.06
Subsidiary Company and Consolidated Financials
The Board is exempted from attaching the balance sheet of subsidiary
companies i.e. M. B. Diamonds, a Limited Liability Company, Russia, and
Goenka Diamond & Jewels DMCC, Dubai, vide General Circular
No.51/12/2007-CL-MI dated February 8, 2011. Any Shareholder interested
in obtaining copy of the financial statements of subsidiary companies
may write to the Company Secretary/Compliance Officer at the Corporate
Office or Registered Office address of the Company.
Fixed Deposits
During the year under review, your Company has neither invited nor
accepted any fixed deposits from the public or its employees within the
meaning of Section 58A of the Companies Act, 1956 and Rules made
thereunder.
Related Party Transactions
A statement of related party transactions pursuant to Accounting
Standards 18 forms a part of the Annual Report.
Directors
During the year, the Independent Directors of the Company namely Mr.
Vijay Kalantri, Mr. D.R. Mehta and Dr. C.D. Arha resigned from the
Company w.e.f. 26th November, 2013. Mr. Naresh Manchanda was appointed
as an Independent Director of the company w.e.f. September 19, 2014 and
has resigned w.e.f. November 15, 2014 The Board places on record its
sincere appreciation of the invaluable and mature guidance and advice
contributed by Mr. Vijay Kalantri, Mr. D.R. Mehta, Dr. C.D. Arha and
Mr. Naresh Manchanda during their tenure.
Mr. Anant Upadhyay, Ms. Neetam Singh and Mr. Kevin Shah are appointed
as Independent Directors in the Company.
Brief resume of the directors to be appointed is given in the annexure
to the notice convening the 24th Annual General Meeting of the Company.
As per the Companies Act, 2013 and the Articles of Association of the
Company, Mr. Anant Upadhyay was appointed as an Additional Director
designated as an Independent Director w.e.f. August 21,2014 and he
shall hold office up to the date of the ensuing Annual General Meeting.
The Company has received requisite notice in writing from a member
proposing Mr. Anant Upadhyay for appointment as an Independent
Director.
Ms. Neetam Singh was appointed as an Additional Director designated as
an Independent Director w.e.f. September 19, 2014 and she shall hold
office up to the date of the ensuing Annual General Meeting. The
Company has received requisite notice in writing from a member
proposing Ms. Neetam Singh for appointment as an Independent Director.
Mr. Kevin Shah was appointed as an Additional Director designated as an
Independent Director w.e.f. November 25, 2014 and he shall hold office
up to the date of the ensuing Annual General Meeting. The Company has
received requisite notice in writing from a member proposing Mr. Kevin
Shah for appointment as an Independent Director.
The Company has received declarations from all the Independent
Directors of the Company confirming that they meet with the criteria of
independence as prescribed both under sub-section (6) of Section 149 of
the Companies Act, 2013 and under Clause 49 of the Listing Agreement
with the Stock Exchanges.
Directors'' Responsibility Statement
Pursuant to the requirement under Section 217(2AA) of the Companies
Act, 1956, with respect to Directors'' Responsibility Statement, your
Directors hereby confirm that:
a) In the preparation of the annual accounts for the financial year
ended March 31,2014, the applicable Accounting Standards had been
followed along with proper explanations relating to material
departures;
b) The Directors had selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the company at the end of the financial year and of the profit of the
Company for that period;
c) The Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the company and for preventing and detecting fraud and other
irregularities;
The Directors had prepared the accounts for the financial year ended
March 31,2014 on a ''going concern'' basis.
Auditors
M/s. Haribhakti & Co., Chartered Accountants and M/s. B. Khosla & Co.,
Chartered Accountants, Joint Statutory Auditors of the Company resigned
as Auditors of the Company w.e.f. July 08, 2014 and July 14, 2014
respectively.
M/s. B. Khosla & Co., Chartered Accountants, have been re-appointed as
Joint Statutory Auditors of the Company w.e.f. September 19, 2014 The
Company has received a letter from M/s. B. Khosla & Co., Chartered
Accountants to the effect that they are not disqualified to be
re-appointed as Statutory Auditors of the Company pursuant to Section
139 and 141 of the Companies Act, 2013.
M/s. RSVA & Co., Chartered Accountants, have been appointed as Joint
Statutory Auditors of the Company w.e.f September 19, 2014. The Company
has received a letter from M/s. RSVA & Co., Chartered Accountants to
the effect that they are not disqualified to be appointed as Statutory
Auditors of the Company pursuant to Section 139 and 141 of the
Companies Act, 2013.
COST AUDITOR
The Company has appointed M/s. Jitendrakumar & Associates as the cost
auditor for conducting the audit of cost records of the Company for the
financial year 2013-14
AUDITORS'' REPORT
In respect of the observations made by Auditors in their report, your
Directors wish to state that the replies in that respect have been
given in the Directors Report in a separate Section.
PARTICULARS OF EMPLOYEES
There are no employees in the Company whose particulars are required to
be given under Section 217(2A) of the Companies Act, 1956 read with the
Companies (Particulars of Employees) Rules, 1975, as amended from time
to time.
AUDITORS REMARKS AND MANAGEMENTS REPLIES THEREUPON
1) Regarding auditors observation on Inventory valuation wherein the
determination of estimated net realizable value and specification
identification which involves technical judgment of the management has
been relied upon by auditors:
The management is of the opinion that the inventories are properly
valued.
2) Regarding auditors observation wherein they have referred to Note
No. 36 of notes on Financial statements wherein the management has
confirmed that no financial adjustment is required to be made in the
financial statements on account of various allegations, counter
allegation and legal cases amongst promoters and also on account of
dispute amongst promoters and settlement agreement executed thereafter.
The above note is self explanatory and the management is of the view
that no financial adjustment is required to be made in the financial
statements since the promoters have already arrived at the settlement
with the help of court mediation vide settlement agreement executed on
March 18, 2014.
3) Regarding Auditors Observation on recoverability of long outstanding
Trade Receivables,
The management is of the opinion that, the recovery has been slow, due
to global economic slowdown especially in diamond sector and also on
account of dispute between promoters, which had temporarily affected
the working capital cycle adversely. However, a settlement agreement
has been executed between the promoters with help of court mediation on
18th March 2014, post which the management hopes that the company would
be able to revive its operations. Nonetheless, the company has
directly obtained confirmation from all its overseas Trade receivables
and the management is of the opinion that looking at the past record,
the Trade Receivables are good and recoverable and therefore no
provision is required to be made against these Trade Receivables.
4) Regarding observations by the auditors made in point no. ix (a) &
(b) of the Annexure to Auditors Report:
The management states that the company is committed to pay all its
outstanding undisputed statutory dues. Regarding the disputed
outstanding taxes, the Company is confident that it will be able to get
favorable orders.
5) Regarding observation made by the Auditors at Point No. (xi) of the
Annexure to Auditors Report:
Certain factors such as promoters dispute, slow debtors realization,
global economic slow down, adverse forex movement and significant
weakening of rupee against the dollar had significant impact on the
liquidity position of the Company, due to which there was delay in
payment of a few bank debts obligations. Some of the overdue
outstanding debts have already been repaid during the Financial Year
2014-15. The company is committed towards honoring all its debt
obligations.
Conservation of Energy, Technology Absorption, Foreign Exchange
Earnings and Outgo
A. Conservation of Energy:
The Disclosure of particulars with respect to conservation of energy
pursuant to Section 217(1)(e) of the Companies Act, 1956 read with the
Companies (Disclosure of Particulars in the Report of Board of
Directors) Rules, 1988 are not applicable to the Company. However, the
Company makes its best effort and corrective steps to utilize the
energy in the most optimal manner.
B. 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.
Acknowledgement
Your Directors place on record their gratitude to Central Government,
State Governments, Financial Institutions and Company''s Bankers for
assistance, co-operation and encouragement they extended to the
Company. The Directors are also grateful to the valued customers,
esteemed shareholders, dedicated employees and public at large for
their patronage and confidence reposed in the company.
On behalf of the Board of Directors
For Goenka Diamond and Jewels Limited
NANDLAL GOENKA NAVNEET GOENKA
Place: Mumbai Chairman Vice Chairman & Managing
Date: November 29, 2014 Director
Mar 31, 2013
Dear Shareholders,
The Directors take pleasure in presenting before the members the
Twenty Third Annual Report together with the Audited Statement of
Accounts of the Company for the financial year ended 31st March 2013.
Financial Highlights
(Rs.In lacs)
31.03.2013 31.03.2012
Sales and Other Income 74397.00 54120.46
Less: Expenses 72072.96 51638.23
Profit before tax and depreciation 2324.04 2482.23
Less: Depreciation 120.44 129.30
Net Profit/(Loss) before Tax 2203.60 2352.93
Less: Income tax provision 380.00 305.45
Less: Deferred Tax (10.01) (10.70)
Less: Earlier Years'' Income Tax 2.83 4.46
Less: MAT Credit Entitlement (290.00) (25.00)
Profit/(Loss) after tax 2120.78 2078.72
Balance brought forward from
previous year 14086.37 12376.08
Profit available for appropriation 16207.15 14454.79
Appropriation
Issue of Bonus shares
General Reserve
Proposed Dividend on Equity shares 317.00 317.00
Tax on Proposed Dividend 53.87 51.43
Profit carried over to Balance Sheet 15836.27 14086.37
Earnings per share 0.67 0.66 (*)
* EPS is based on face value per share of Re. 1/- each.
Turnover & Profits
The Directors wish to inform you that during the current financial year
ended March 31, 2013, the sales and other income of the Company was Rs.
74397.10 lacs and during the previous year it was Rs. 54120.46 lacs. The
Net Profit before tax stood at Rs. 2203.59 lacs as against Rs. 2352.93 lacs
in the previous year. The Net Profit after tax stood at Rs. 2120.78 lacs
as against Rs. 2078.72 lacs in the previous year. As compared to previous
year, the company has been able to achieve 43% more sales in the
current year.
Dividend
The Board, for the year ended March 31, 2013 has recommended a dividend
of 10%. The payment of dividend is subject to the approval of
shareholders at the Annual General Meeting and will be paid on
31,70,00,000 Equity Shares @ Re.0.1 per share.
IPO fund utilization
The detail of IPO proceeds which has been utilized by the Company is as
given under. The Company has utilized major portion of IPO proceeds for
expansion as and when the correct opportunity and favorable market
conditions were available. However, insignificant portion of the
proceeds allocated for the expansion is left unutilized and the
management of your Company has infused those funds in to various
financial instruments for the investment purpose. The management has
taken this step considering the fact that as and when the Company will
require funds for expansion the requisite funds will be transferred
from investment to expansion and till the time the shareholders money
will fetch good returns which will be further helpful in future
expansion and new projects of the Company.
I Amount received from IPO I 12650.85]
Sr. No. | Particulars of proposed reallocated expenditure amount Rs. in
Lacs
1. For expansion and establishment of new retails stores either by way
of lease or outright purchase 1143.84 and increase in production
capacity of Diamond and Jewellery manufacturing facilities & other
general capex required for expansion.
2. Funding to subsidiaries and such entities by way of equity,
capital, loans and advances or in 1733.70 any other manner
3. Working Capital Requirement for business 8459.96
4. General Corporate Purposes 218.37
5. Issue Expenses 828.68 Total 12384.55 Unutilized Amount Represented
by
Bank Balance 219.83 Government Bonds (tradable) 46.47
Subsidiary Company and Consolidated Financials
The Board is exempted from attaching the balance sheet of subsidiary
companies i.e. M. B. Diamonds, a Limited Liability Company, Russia, and
Goenka Diamond & Jewels DMCC, Dubai, vide General Circular
No.51/12/2007-CL-lll dated February 8, 2011. Any Shareholder interested
in obtaining copy of the financial statements of subsidiary companies
may write to the Company Secretary/Compliance Officer at the Corporate
Office or Registered Office address of the Company.
Fixed Deposits
During the year under review, your Company has neither invited nor
accepted any fixed deposits from the public or its employees within the
meaning of Section 58A of the Companies Act, 1956 and Rules made
thereunder.
Related Party Transactions
Related party transactions have been disclosed in the notes on
financial statements attached with this Annual Report.
Directors
During the year, there were no changes in the Board of directors of
your company since last Annual General Meeting.
Mr. D. R. Mehta and Mr. CD. Arha Independent Directors of the Company
are liable to retire by rotation. However, Mr. D.R.
Mehta and Mr. CD. Arha being eligible, offers themselves for
re-appointment.
Brief resume of the directors to be re-appointed is given in the
annexure to the notice convening the 23rd Annual General Meeting of the
Company.
Directors'' Responsibilities Statement
Pursuant to the requirement under Section 217(2AA) of the Companies
Act, 1956, with respect to Directors'' Responsibilities Statement, your
Directors hereby confirmed that:
a) In the preparation of the annual accounts for the financial year
ended March 31, 2013, the applicable Accounting Standards had been
followed along with proper explanations relating to material
departures;
b) The Directors had selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the company at the end of the financial year and of the profit or loss
of the company for that period;
c) The Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the company and for preventing and detecting fraud and other
irregularities;
d) The Directors had prepared the accounts for the financial year ended
March 31, 2013 on a ''going concern'' basis.
Auditors
M/s. Haribhakti & Co., and M/s. B. Khosla & Co., Chartered Accountants,
Joint Auditors of the Company hold office till the conclusion of the
this Annual General Meeting and are eligible for re-appointment. The
company has received a letter from M/s. Haribhakti & Co., and M/s. B.
Khosla & Co., Chartered Accountants to the effect that their
reappointment as Joint Auditors, if made, would be within the limits
under Section 224(1-B) of the Companies Act, 1956.
Auditors'' Report
In respect of the observations made by Auditors in their report, your
Directors wish to state that the respective notes on financial
statements are self-explanatory and do not call for further comments.
Particulars of Employees
There are no employees in the Company whose particulars are required to
be given under Section 217(2A) of the Companies Act, 1956 read with the
Companies (Particulars of Employees) Rules, 1975, as amended from time
to time.
Conservation of Energy, Technology Absorption, Foreign Exchange
Earnings and Outgo
A. Conservation of Energy:
The Disclosure of particulars with respect of conservation of energy
pursuant to Section 217(1)(e) of the Companies Act, 1956 read with the
Companies (Disclosure of Particulars in the Report of Board of
Directors)Rules, 1988 are not applicable to the Company. However, the
Company makes its best effort for conservation of energy.
B. 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.
C. Foreign Exchange Earnings and Outgo:
The information regarding Foreign exchange earnings and outgo is
contained in note no.28 & 29 of notes on financial statements.
Acknowledgement
Your Directors place on record their gratitude to the Central
Government, State Governments Financial Institutions and Company''s
Bankers for the assistance, co-operation and encouragement they
extended to the Company. The Board of Directors is also grateful to the
valued customers, esteemed shareholders, dedicated employees and public
at large for their patronage and confidence reposed in the company.
On behalf of the Board of Directors
For Goenka Diamond and Jewels
Limited
NAVNEET GOENKA NITIN GOENKA
Place: Mumbai Vice Chairman & Managing Director
Managing Director
Date: August 10, 2013
Mar 31, 2012
The Directors take pleasure in presenting before the members the
Twenty Second Annual Report together with the Audited Statement of
Accounts of the Company for the financial year ended March 31, 2012.
Financial Highlights
(Rs. In lacs)
31.03.2012 31.03.2011
Sales and Other Income 54120.46 56499.76
Less: Expenses 51638.23 52027.91
Profit before tax and
depreciation 2482.23 4471.85
Less: Depreciation 129.30 130.10
Net Profit/(Loss) before Tax 2352.93 4341.75
Less: Income tax and provision 305.45 82.26
Less: Deferred Tax (10.70) (35.16)
Less: Excess Provision of Income
Tax W/back 4.46 (1.22)
Less: Reversal of Fringe Benefit Tax
Less: MAT Credit Entitlement (25.00) -
Profit/(Loss) after tax 2078.72 4295.87
Balance brought forward from
previous year 12376.08 8448.64
Profit available for appropriation 14454.8 12744.50
Appropriation
Issue of Bonus shares - -
General Reserve - -
Proposed Dividend on Equity shares 317.00 317.00
Tax on Proposed Dividend 51.43 51.43
Profit carried over to Balance Sheet 14086.37 12376.08
Earning per share 6.56 13.63
Turnover & Profits
The Directors wish to inform you that during the current financial year
ended March 31, 2012, the sales and other income of the Company was Rs.
54120.46 lacs and during the previous year it was Rs. 56,499.76 lacs. The
Net Profit before tax stood at Rs. 2,352.93 lacs as against Rs. 4,341.75
lacs in the previous year. The Net Profit after tax stood at Rs. 2,078.72
lacs as against Rs. 4,295.87 lacs in the previous year. Though there is a
small decrease in sales and other income as compared to previous year
mainly due to global slowdown and increasing dollar prices, the
Company's performance including sales and margins is still better than
many other major players in diamond industry.
Dividend
The Board, for the year ended March 31, 2012 has recommended a dividend
of 10%. The payment of dividend is subject to the approval of
shareholders at the Annual General Meeting and will be paid on
3,17,00,000 Equity Shares @ Rs. 1 per share. IPO fund utilization
The detail of IPO proceeds which has been utilized by the Company is as
given under. The Company has utilized a major portion of IPO proceeds
for expansion as and when the correct opportunity and favorable market
conditions were available. However, insignificant portion of the
proceeds allocated for the expansion is left unutilized and the
management of your Company has infused those funds in to various
financial instruments for the investment purpose. The management has
taken this step considering the fact that as and when the Company will
require funds for expansion the requisite funds will be transferred
from investment to expansion and till the time the shareholders money
will fetch good returns which will be further helpful in future
expansion and new projects of the Company.
Amount received from IPO 12650.85
Sr. Particulars of proposed reallocated expenditure amount Rs. in lacs
No.
1. For expansion and establishment of new
retails stores either by way of lease or
outright purchase and 1115.23
increase in production capacity of Diamond
and Jewellery manufacturing facilities &
other general cape required for expansion.
2. Funding to subsidiaries and such entities
by way of equity, capital, loans and
advances or in any other 310.14
manner
3. Working Capital Requirement for business 8459.96
4. General Corporate Purposes 218.37
5. Issue Expenses 828.68
Total 10932.38
Unutilised Amount Represented by
Investment in Mutual Funds 1218.47
Fixed Deposits 500.00
Subsidiary Company and Consolidated Financials
The Board is exempted from attaching the balance sheet of subsidiary
company i.e. M. B. Diamonds, a Limited Liability Company, Russia, vide
General Circular No.51/12/2007-CL-lll dated February 8, 2011. Any
Shareholder interested in obtaining copy of the financial statements of
subsidiary company may write to the Company Secretary/Compliance
Officer at the Corporate Office or Registered Office address of the
Company.
Fixed Deposits
During the year under review, your Company has neither invited nor
accepted any fixed deposits from the public or its employees within the
meaning of Section 58A of the Companies Act, 1956 and Rules made
there under.
Related Party Transactions
Related party transactions have been disclosed in the notes on
financial statements attached with this Annual Report.
Directors
During the year, there were changes in the Board of directors of your
company.
The Board deeply regrets the passing away of Dr. A C Shah, Independent
Director on January 16,2012. He had been associated with the Company
since July 31, 2009. As a member of the Board and the Chairman of the
Audit Committee he lent his vast knowledge and experience to the
Company. His presence and guidance will be greatly missed. Mr. CD. Arha
took his place in casual vacancy.
Mr. S.N. Sharma has voluntarily resigned from the Board of the Company
on May 30, 2012. The Board places on record its gratitude for the
services rendered by Mr. S.N. Sharma during his tenure as Independent
Director of the Company.
Mr. D. R. Mehta was appointed as an Additional Director with effect
from May 30, 2012 and holds office up to ensuing Annual General Meeting
of the Company. The Company has received a Notice in writing from a
member proposing the candidature of Mr. D. R. Mehta for the office of
the Director of the Company under the provision of Section 257 of the
Companies Act, 1956.
Mr. Vijay Kalantri and Mr. CD. Arha Independent Directors of the
Company retire by rotation and being eligible, offer themselves for
re-appointment.
Brief resume of the directors to be re-appointed is given in the
annexure to the notice convening the 22ndAnnual General Meeting of the
Company.
Directors' Responsibilities Statement
Pursuant to the requirement under Section 217(2AA) of the Companies
Act, 1956, with respect to Directors' Responsibilities Statement, your
Directors hereby confirmed that:
a) In the preparation of the annual accounts for the financial year
ended March 31,2012, the applicable Accounting Standards had been
followed along with proper explanations relating to material
departures;
b) The Directors had selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the company at the end of the financial year and of the profit or loss
of the company for that period;
c) The Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the company and for preventing and detecting fraud and other
irregularities;
d) The Directors had prepared the accounts for the financial year ended
March 31, 2012 on a 'going concern' basis.
Auditors
M/s. Haribhakti & Co., and M/s. B. Khosla & Co., Chartered Accountants,
Joint Auditors of the Company hold office till the conclusion of this
Annual General Meeting and are eligible for re-appointment. The company
has received a letter from M/s. Haribhakti & Co., and M/s. B. Khosla &
Co., Chartered Accountants to the effect that their reappointment as
Joint Auditors, if made, would be within the limits under Section
224(1-B) of the Companies Act, 1956.
Auditors' Report
In respect of the observations made by Auditors in their report, your
Directors wish to state that the respective Notes on Financial
Statements are self-explanatory and do not call for further comments.
Particulars of Employees
There are no employees in the Company whose particulars are required to
be given under Section 217(2A) of the Companies Act, 1956 read with the
Companies (Particulars of Employees) Rules, 1975, as amended from time
to time.
Conservation of Energy, Technology Absorption, Foreign Exchange
Earnings and Outgo
A. Conservation of Energy:
The Disclosure of particulars with respect of conservation of energy
pursuant to Section 217(1)(e) of the Companies Act, 1956 read with the
Companies (Disclosure of Particulars in the Report of Board of
Directors)Rules, 1988 are not applicable to the Company. However, the
Company makes its best effort for conservation of energy.
B. 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.
C. Foreign Exchange Earnings and Outgo:
The information regarding Foreign exchange earnings and outgo is
contained in the note no. 27 and 28 of Notes on Financial Statements.
Acknowledgement
Your Directors place on record their gratitude to the Central
Government, State Governments Financial Institutions and Company's
Bankers for the assistance, co-operation and encouragement they
extended to the Company. The Board of Directors is also grateful to the
valued customers, esteemed shareholders and public at large for their
patronage and confidence reposed in the company.
On behalf of the Board of Directors
For Goenka Diamond and Jewels Limited
NAVNEET GOENKA NITIN GOENKA
Vice Chairman & Managing Director Managing Director
Place: Mumbai
Date : May 29, 2012
Mar 31, 2011
Dear Shareholders,
The Directors take pleasure in presenting before the members the 21st
Annual Report together with the Audited Statement of Accounts of the
Company for the financial year ended 31st March 2011.
Financial Highlights
(Rs. In lacs)
31.03.2011 31.03.2010
Sales and Other Income 56442.30 53684.32
Less: Expenses 51970.45 49235.43
Profit before tax and depreciation 4471.85 4448.88
Less: Depreciation 130.10 105.41
Net Profit/(Loss) before Tax 4341.75 4343.47
Less: Income tax and provision 82.26 222.04
Less: Deferred Tax (35.16) 5.17
Less: Excess Provision of Income Tax W/back (1.22) -
Less: Reversal of Fringe Benefit Tax - (2.01)
Profit/(Loss) after tax 4295.87 4118.27
Balance brought forward from previous year 8448.64 5743.26
Profit available for appropriation 12744.50 9861.53
Appropriation
Issue of Bonus shares - 1042.02
Proposed Dividend on Equity shares 317.00 317.00
Tax on Proposed Dividend 51.43 53.87
Profit carried over to Balance Sheet 12376.08 8448.64
Earning per share ( Basic and diluted) 13.63 18.44
Turnover & Profits
The Directors wish to inform you that during the financial year ended
31st March 2011, the sales and operating income increased from Rs.
53684.32 lacs to Rs. 56442.30 lacs showing a increase of 5% over
previous year. The Net Profit before tax stood at Rs. 4341.75 lacs as
against Rs. 4343.47 lacs in the previous year. The Net Profit after tax
stood at Rs. 4295.87 lacs as against Rs. 4118.27 lacs in the previous
year thus showing an increase of 4.31% over the Previous years net
Profit.
Dividend
The Board, for the year ended 31st March 2011 has recommended a
dividend of 10%. The payment of dividend is subject to the approval of
shareholders at the Annual General Meeting and will be paid on
3,17,00,000 Equity Shares @ Rs. 1 per share.
IPO fund utilization
The details of IPO proceeds which has been utilized by the Company is
as given under. The Company has utilized a major portion of IPO
proceeds for expansion as and when the correct opportunity and
favorable market conditions were available. A minor portion of the
proceeds allocated for the expansion still remains unutilized and the
management of your Company has temporarily infused those funds in to
various liquid financial instruments for investment purposes. The
management has taken this step considering the fact that as and when
the Company will require funds for expansion the requisite funds will
be transferred from investment to expansion and till that time the
shareholders money will fetch good returns which will be further
helpful in future expansion and new projects of the Company.
Amount received from IPO 12650.85
Sr.
No. Particulars of proposed reallocated expenditure amount Amount
Rs. in Lakhs)
1. For expansion and establishment of new retails stores
either by way of lease or 251.65
outright purchase and increase in production
capacity of Diamond and Jewellery
manufacturing facilities & other general capex
required for expansion.
2. Funding to subsidiaries and such entities by way of
equity, capital, loans and 315.19
advances or in any other manner
3. Working Capital Requirement for business 8459.96
4. General Corporate Purposes 218.37
5. Issue Expenses 828.68
Total 10073.85
Unutilised Amount Represented by
Investment in Mutual Funds 2477.00
Fixed Deposits 100.00
Subsidiary Company and Consolidated Financials
The Board of Directors of your Company has passed a resolution in its
meeting dated May 24, 2011 that in line with the circular issued by MCA
in terms of Section 212(8) of the Companies Act, 1956, the Annual
Accounts of M. B. Diamonds, a Limited Liability Company, Russia, which
is its Subsidiary, as at 31st March 2011 will be attached with the
Annual Report of your Company. However, the consolidated Balance Sheet
and Profit and Loss Account are given in the Annual Report. The
statement as required under Section 212 of the Companies Act, 1956 is
also attached as a part of Annual Report.
Fixed Deposits
During the year under review, your Company has neither invited nor
accepted any fixed deposits from the public or its employees within the
meaning of Section 58A of the Companies Act, 1956 and Rules made
thereunder.
Related Party Transactions
Related party transactions have been disclosed in the notes to accounts
attached with this Annual Report.
Directors
During the year, there were no changes in the Board of directors of
your company.
Mr. S. N. Sharma and Dr. A. C. Shah, Directors of the Company retires
by rotation at the ensuing Annual General Meeting and being eligible
have agreed to offer themselves for re-appointment.
Brief resume of the directors to be re-appointed is given in the
annexure to the notice convening the 21st Annual General Meeting of the
Company.
Directors' Responsibilities Statement
Pursuant to the requirement under Section 217(2AA) of the Companies
Act, 1956, with respect to Directors' Responsibilities Statement, your
Directors hereby confirmed that:
a) In the preparation of the annual accounts for the financial year
ended 31st March 2011, the applicable Accounting Standards had been
followed along with proper explanations relating to material
departures;
b) The Directors had selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the company at the end of the financial year and of the profit or loss
of the company for that period;
c) The Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the company and for preventing and detecting fraud and other
irregularities;
d) The Directors had prepared the accounts for the financial year ended
31st March, 2011 on a 'going concern' basis.
Auditors
M/s. Haribhakti & Co., and M/s. B. Khosla & Co., Chartered Accountants,
Joint Auditors of the Company hold office till the conclusion of the
ensuing Annual General Meeting and are eligible for re-appointment. The
company has received a letter from M/s. Haribhakti & Co., and M/s. B.
Khosla & Co., Chartered Accountants to the effect that their
reappointment as Joint Auditors, if made, would be within the limits
under Section 224(1-B) of the Companies Act, 1956.
Auditors' Report
In respect of the observations made by Auditors in their report, your
Directors wish to state that the respective notes to the Accounts are
self-explanatory and do not call for further comments.
Particulars of Employees
Information as per Section 217(2A) of the Companies Act, 1956, read
with the Companies (Particulars of Employees) Rules, 1975 as amended,
is available at the registered office of your Company. However, as per
the provisions of Section 219(1)(b)(iv) of the said Act, the Report and
Accounts are being sent to all shareholders of the Company and others
entitled thereto excluding the aforesaid information. Any shareholder
interested in obtaining a copy of this statement may write to the
Company Secretary/Compliance Officer at the Corporate Office or
Registered Office address of the Company.
Conservation of Energy, Technology Absorption, Foreign Exchange
Earnings and Outgo
A. Conservation of Energy:
The Disclosure of particulars with respect of conservation of energy
pursuant to Section 217(1)(e) of the Companies Act, 1956 read with the
Companies (Disclosure of Particulars in the Report of Board of
Directors)Rules, 1988 are not applicable to the Company. However, the
Company makes its best effort for conservation of energy.
B. 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.
C. Foreign Exchange Earnings and Outgo:
The information regarding Foreign exchange earnings and outgo is
contained in the point no. 9 of the Schedule XXI of the accounts.
Acknowledgement
The Board would like to place on record its gratitude for the faith
reposed and the co-operation extended by Banks, Financial Institutions,
Government Authorities, Customers, and Shareholders of the Company and
looks forward to continued support and co-operation from them.
On behalf of the Board of Directors
For Goenka Diamond and Jewels Limited
NANDLAL GOENKA
Chairman
Place: Mumbai
Date: 24th May, 2011
Mar 31, 2010
The Directors take pleasure in presenting before the members the
Twentieth Annual Report together with the Audited Statement of Accounts
of the Company for the financial year ended 31st March 2010.
Financial Highlights
(Rs. In lacs)
31.03.2010 31.03.2009
Sales and Other Income 53719.60 45121.98
Less: Expenses 49270.71 42200.32
Profit before tax and depreciation 4448.88 2921.66
Less: Depreciation 105.41 56.37
Net Profit/(Loss) before Tax 4343.47 2865.30
Less: Income tax and provision 222.03 125.00
Less: Deferred Tax 5.17 (3.25)
Less: Excess Provision of Income Tax W/back - (1.11)
Less: Reversal of Fringe Benefit Tax (2.01) 6.85
Profit/(Loss) after tax 4118.27 2737.81
Balance brought forward from previous year 5743.26 3087.42
Profit available for appropriation 9861.53 5825.23
Appropriation
Issue of Bonus shares 1042.02 -
General Reserve - 68.04
Proposed Dividend on Equity shares 317.00 11.91
Tax on Proposed Dividend 53.87 2.02
Profit carried over to Balance Sheet 8448.64 5743.26
Earning per share 18.44 12.26
Turnover & Profits
The Directors wish to inform you that during the financial year ended
31st March 2010, the sales and operating income increased from Rs.
45,121.98 lacs to Rs. 53,719.60 lacs showing a substantial increase of
16% over previous year. The Net Profit before tax stood at Rs.4,343.47
lacs as against Rs. 2,865.30 lacs in the previous year. The Net Profit
after tax stood at Rs. 4,118.27 lacs as against Rs. 2,737.81 lacs in
the previous year which shows an increase of 50.58% in the net profit
which is on the higher side then increase in the turn over.
Dividend
The Board, for the year ended 31st March 2010 has recommended a
dividend of 10%. The payment of dividend is subject to the approval of
shareholders at the Annual General Meeting and will be paid on
3,17,00,000 Equity Shares @ Re.1/- per share.
Increase in Authorised Share Capital
The Authorised share capital of the company increased from Rs.
12,00,00,000 divided into 1,20,00,000 equity shares of Rs. 10/- each to
Rs. 33,00,00,000 divided into 3,30,00,000 Equity Shares of Rs. 10 each
by Shareholders Resolution dated July 31, 2009.
Increase in Paid up Capital
Companys Paid-Up Share Capital as on the date of last AGM i.e. on July
30, 2009 was 1,19,08,800 Equity Shares of Rs. 10/- each amounting to
Rs. 11,90,88,000/-.
During the period since last AGM till this AGM the paid-up share
capital of the Company has been increased as follows:
a) On September 6, 2009, the Company allotted 1,04,20,200 Equity Shares
of Rs.10/- each through Bonus issue during the year and thereby increased
the paid up capital to Rs. 22,32,90,000/- b) On April 8, 2010, the Company
allotted 9,371,000 Equity Shares of Rs.10/- each under the IPO and thereby
increased the paid up capital to Rs.317,000,000/-
Initial Public Offer of Equity Shares (IPO)
The Company made an IPO of 9,371,000 Equity Shares of Rs.10/- each at
an issue price of Rs.135/- per share through book building process. The
issue opened for subscription on March 23, 2010 and closed on March 26,
2010. The shares were allotted to the successful applicants on the
basis of allotment as approved by the Stock Exchange. The shares of the
Company got listed with the Bombay Stock Exchange Limited and the
National Stock Exchange of India Limited on April 16, 2010.
IPO fund utilization
Gross proceeds from the IPO was aggregating to Rs. 12651 lacs. After
adjusting issue related expenses IPO proceeds has been planned to be
utilized as follows:
S. No.Particulars of expenditure Amount (Rs. in lakhs)
1. Establishment of G WILD Stores 516.72
2. Establishment of CERES Stores 213.02
3. Working capital requirement for jewellery business 8,459.96
4. Establishment of jewellery manufacturing facility 384.36
5. Establishment of diamond processing facility 329.23
6. Investment in our Subsidiary Company 2,500.00
7. General corporate purposes 218.37
8. Issue expenses 878.34 Total 13,500.00
Subsidiary Company and Consolidated Financials
In terms of Section 212 of the Companies Act, 1956, the Annual Accounts
of M. B. Diamonds, a Limited Liability Company, Russia, which is its
Subsidiary, as at 31st March 2010 are furnished as attachment to the
Annual Report of your Company. Information on operations of these
Companies has been incorporated in the respective Companys Charter.
The statement as required under Section 212 of the Companies Act, 1956
is also attached as a part of the Annual Report.
Fixed Deposits
During the year under review, your Company has neither invited nor
accepted any fixed deposits from the public or its employees within the
meaning of Section 58A of the Companies Act, 1956 and Rules made
thereunder.
Related Party Transactions
Related party transactions have been disclosed in the notes to the
accounts.
Directors
During the year, there were no changes in the Board of Directors of
your company.
Dr. A. C. Shah and Mr. Vijay Kalantri, Directors of the Company retires
by rotation at the ensuing Annual General Meeting and being eligible
have agreed to offer themselves for re-appointment.
Brief resume of the Directors to be re-appointed is given in the
annexure to the notice convening the 20th Annual General Meeting of the
Company.
Directors Responsibilities Statement
Pursuant to the requirement under Section 217(2AA) of the Companies
Act, 1956, with respect to Directors Responsibilities Statement, your
Directors hereby confirmed that:
a) In the preparation of the annual accounts for the financial year
ended 31st March 2010, the applicable Accounting Standards had been
followed along with proper explanations relating to material
departures;
b) The directors had selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the Company at the end of the financial year and of the profit or loss
of the Company for that period;
c) The directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities;
d) The Directors had prepared the accounts for the financial year ended
31st March, 2010 on a Ãgoing concern basis.
Auditors
M/s. Haribhakti & Co., and M/s. B. Khosla & Co., Chartered Accountants,
Joint Auditors of the Company hold office till the conclusion of the
ensuing Annual General Meeting and are eligible for re-appointment. The
Company has received a letter from M/s. Haribhakti & Co., and M/s. B.
Khosla & Co., Chartered Accountants to the effect that their
reappointment as Joint Auditors, if made, would be within the limits
under Section 224(1-B) of the Companies Act, 1956.
Auditors Report
In respect of the observations made by Auditors in their report, your
Directors wish to state that the respective notes to the Accounts are
self-explanatory and do not call for further comments.
Particulars of Employees
There are no employees in the Company whose particulars are required to
be given under Section 217(2A) of the Companies Act, 1956 read with the
Companies (Particulars of Employees) Rules, 1975, as amended from time
to time.
Conservation of Energy, Technology Absorption, Foreign Exchange
Earnings and Outgo
A. Conservation of Energy
The Disclosure of particulars with respect of conservation of energy
pursuant to Section 217(1)(e) of the Companies Act, 1956 read with the
Companies (Disclosure of particulars in the Report of Board of
Directors) Rules, 1988 are not applicable to the Company. However, the
Company makes its best effort for conservation of energy.
B. 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.
C. Foreign Exchange Earnings and Outgo
The Information regarding Foreign exchange earnings and outgo is
contained in the point nos. 9 and 10 of the Schedule XXI of the
accounts.
Acknowledgement
The Board would like to place on record its gratitude for the faith
reposed and the co-operation extended by Banks, Financial Institutions,
Government Authorities, Customers, and Shareholders of the Company and
looks forward to continued support and co-operation from them.
On behalf of the Board of Directors
For Goenka Diamond and Jewels Limited
NANDLAL GOENKA
Chairman
Place: Mumbai
Date: 26th May 2010