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Gitanjali Gems Ltd.

BSE: 532715 Sector: Consumer
NSE: GITANJALI ISIN Code: INE346H01014
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VOLUME 1113429
52-Week high 104.80
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P/E 20.63
Mkt Cap.(Rs cr) 837
Buy Price 0.00
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Sell Price 69.95
Sell Qty 985.00
OPEN 70.05
CLOSE 69.35
VOLUME 1113429
52-Week high 104.80
52-Week low 52.65
P/E 20.63
Mkt Cap.(Rs cr) 837
Buy Price 0.00
Buy Qty 0.00
Sell Price 69.95
Sell Qty 985.00

Gitanjali Gems Ltd. (GITANJALI) - Director Report

Company director report

To the Members of Gitanjali Gems Limited

The Directors are pleased to present the 31st Annual Report and theAudited Statement of Accounts for the year ended 31st March 2017:

FINANCIAL RESULTS

(Rs. in Lakhs)

Standalone Consolidated
Particulars 2016-17 2015-16 2016-17 2015-16
Sales & Other Income 1061126.93 1081559.30 1683143.97 1415920.86
Expenditure 1007790.87 1029232.61 1590113.13 1325050.28
Finance Cost 47766.87 46352.15 69394.27 72986.54
Depreciation & Amortization Expenses 1653.16 1988.05 7496.47 8101.89
Exceptional Items - - - -
Profit before Taxes 3916.03 3986.49 16140.10 9782.15
Current Tax for the Year 1135.00 1102.20 3903.98 3638.24
Current Tax for Earlier Year 154.45 8.38 - -
Deferred Tax (1345.60) (1609.76) (4447.26) (4415.99)
Profit after Tax & before Other Comprehensive Income 3972.18 4485.67 16683.38 10460.90
Total Comprehensive Income 4150.85 4501.50 14304.26 18281.11

REGULATORY ENVIRONMENT AND ITS IMPACT ON BUSINESS AND INDUSTRY

The year 2016-17 was a tough year for the business and industry due to the unfavorableregulatory framework coupled with challenge of demonetization. Government took a verystrong position against black money and cash transactions. The demonetization exerciseits impact on cash transactions and the subsequent raids conducted by Income Taxdepartment on many jewellers created negative market sentiments.

Government also implemented the ‘Rs. 2 lakh PAN card rule' and ‘no cashbeyond Rs. 2 lakh rule' which impacted the business and made operations very difficult forjewellery industry across the country which has high dependence on cash transactions.

Further Company was preparing itself to deal with the initial adaptability challengesthat implementation of GST was about to bring due to rolling out of GST from July 1

2017. Under new GST regimen governments (central and state) are expected to bestringent with tax collections and this focus will positively drive noteworthy compliancefrom all sectors. Also in long run the organized players are going to be benefitted asconsumers will increasingly turn to them due to trust transparency better consumerexperience and quality of service.

COMPANY'S PERFORMANCE

Pursuant to the notification dated February 16 2015 issued by the Ministry ofCorporate Affairs the Company has adopted the Indian Accounting Standards ("IndAS") notified under the Companies (Indian Accounting Standards) Rules 2015 witheffect from April 1 2016. Financial statements for the year ended and as at March 312016 have been restated to conform to Ind AS.

During the year under review the Company's standalone sales and other income stood atRs. 1061126.93 Lakhs and Profitafter Tax & before Other Comprehensive Income onstandalone basis for the year was Rs. 3972.18 Lakhs.

The consolidated sales and other income of the company stood at Rs. 1683143.97 Lakhsand consolidated Profit after Tax & before Other Comprehensive Income for the year wasRs. 16683.38 Lakhs. The performance of jewellery segment continued to dominate thediamond segment. The revenue from Jewellery segment stood at Rs. 777730.63 Lakhs whereasincome from diamond segment stood at Rs. 282164.13 Lakhs. The consolidated revenue fromJewellery segment stood at Rs. 1360734.20 Lakhs whereas consolidated income from diamondsegment stood at Rs. 385413.21 Lakhs.

DIVIDEND AND APPROPRIATION

The Directors are pleased to recommend the payment of dividend on equity shares at therate of 8% (Rs. 0.80 per equity share) subject to approval of the same by shareholders atthe Annual General Meeting (AGM). No amount is Proposed to be transfer to general reserve.

PUBLIC DEPOSITS

During FY 2013-14 the Company had accepted deposits of Rs. 227.29 lacs from the publicin line with the provisions of section 58A of the Companies Act 1956.

Fixed deposits were for the period ranging from 1 year to 3 year and accordinglycarried interest rate variance from 11.50% to 12.50%. As on March 31 2017 the companyrepaid all the deposits except unclaimed matured deposit amounting to Rs. 1.25 lacs whichwill be paid by the company as and when claimed by the Fixed Deposit holders. During theyear the company did not accept any further public deposit within the meaning of Section73 to 76 of the Companies Act 2013 and rules framed there under.

SHARE CAPITAL

As on April 1 2016 the paid up share capital of the Company was Rs. 1024377240consisting of 102437724 equity shares of Rs. 10 each. During the year under review16178281 shares were allotted at a price of Rs. 72.39/- pursuant to conversion ofwarrants issued to the persons other than promoter on preferential basis in differenttranches. Consequent to conversion paid up capital of the Company as on date stood at Rs.1186160050 consisting of 118616005 equity shares of Rs. 10 each.

SUBSIDIARIES

A separate statement containing the salient features of financial statements of allsubsidiaries of the Company forms a part of consolidated financial statements incompliance with Section 129 and other applicable provisions if any of the Companies Act2013. In accordance with Section 136 of the Companies Act 2013 the financial statementsof the subsidiary and associate companies are available for inspection by the members atthe Registered Office of the Company during business hours on all days except SaturdaysSundays and public holidays. Any member desirous of obtaining a copy of the said financialstatements may write to the Company Secretary at the Registered Office of the Company. Thefinancial statements including the consolidated financial statements financial statementsof subsidiaries and all other documents required to be attached to this report have beenuploaded on the website of the Company (www.gitanjaligroup.com). The Company hasformulated a policy for determining material subsidiaries. The policy may be accessed onthe website of the Company (www.gitanjaligroup.com).

During the year under review Nakshatra World Limited (NWL) a wholly owned subsidiaryof the Company decided to raised funds through Initial Public Offering (IPO) of its equityshares in accordance with SEBI (Issue of Capital and Disclosure Requirements) Regulations2009. NWL filed Draft Red Herring Prospectus with Securities and Exchange Board of India(SEBI) and stock exchanges i.e BSE Limited (BSE) and National Stock Exchange of IndiaLimited (NSE) on March 10 2017. As on date NWL has received in principle approval fromBSE and NSE and also has received nod from SEBI to launch an IPO. NWL is in process ofpreparation of Red Herring Prospectus and has an option to open the issue within 12 monthsfrom the date of SEBI's approval. With a view to rationalize the existing group structureduring the year under review various measures as enlisted herein below were undertaken:

a) Aston Luxury Group Limited a Hong Kong based wholly owned subsidiary company soldits investment in Tianxin Diamonds (Shanghai) Co. Ltd.

b) Gitanjali Infratech Limited another wholly owned subsidiary of the company acquired100% stake in ‘Dynamic Infrazone Private Limited'.

c) Nakshatra World Limited wholly owned subsidiary incorporated a wholly ownedsubsidiary in Dubai UAE named "Kiam Jewels DMCC" with an objective of enhancingthe group's presence in the UAE market where the Company already has operations throughits direct subsidiary Company Gitanjali Ventures DMCC Dubai.

d) During the year Bezel Jewellery (India) Private

Limited became the wholly owned step down subsidiary of the Company as the existingstakeholder ‘Damas Lewellery LLC' sold off its equity stake to Nakshtra WorldLimited.

e) Members may recall that for consolidation of distribution activities subsidiariesof the Company

Asmi Jewellery India Limited and Spectrum Jewellery Limited were in process to mergewith Nakshatra Brands Limited another subsidiary. After complying with all the directionsof the court and obtaining approval from requisite authorities merger of Asmi JewelleryIndia Limited and Spectrum Jewellery Limited with Nakshatra Brands Limited becameeffective from July 7 2016.

f) Members may recall that for consolidation of manufacturing activities wholly ownedsubsidiary Gitanjali Exports Corporation Limited was in process to merge with theCompany. After complying with all the directions of the court and obtaining approval fromrequisite authorities merger of Gitanjali Exports Corporation Limited with Company becameeffective from August 24 2016.

g) The company acquired balance 1 (one) equity share of the face value of Rs.10/- inNakshatra World Limited (NWL) pursuant to which NWL became wholly owned subsidiary of theCompany.

h) Subsequent to the period of year under review in order to avail various benefits ofconsolidation of operations the group has undertaken two more consolidation exercise forits US based subsidiaries as enumerated herein below:

i) Diamlink Jewelry Inc. and Jewelry Marketing Company LLC have merged with DiamlinkInc. New York. After merger of these entities the remaining entity is renamed as "JewelryMarketing Company Inc."

ii) ABBEY USA LLC (erstwhile GGL Diamond LLC) and Tri-Star Worldwide LLC merged withGitanjali USA Inc. After merger of these entities the remaining entity is renamed as"Tri-Star Worldwide Inc."

A statement containing the financial performance of each of the subsidiaries companiesis included in the consolidated financial statements of the Company as set out elsewherein this Report.

CORPORATE GOVERNANCE

As per SEBI Listing Regulations Corporate Governance Report and Auditors' Certificateregarding compliance of conditions of Corporate Governance forms part of the AnnualReport.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of provisions of Regulation 34 of Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 the ManagementDiscussion and Analysis Report is given separately as part of this annual report.

CONSOLIDATED FINANCIAL STATEMENTS

The Audited Consolidated Financial Statements are provided in this Annual Report whichhave been prepared in accordance with relevant Accounting Standards issued by theInstitute of Chartered Accountants of India.

PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS

The particulars of loans guarantees and investments have been disclosed in thefinancial statements in Notes to the Financial Statements covered in the Annual Report.

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN END OF THEFINANCIAL YEAR AND DATE OF REPORT

There have been no material changes and commitments affecting financial positionbetween end of the financial year and the date of the report and there are no significantand material orders passed by the regulators or any courts or tribunals impacting thegoing concern status and Company's operations in future.

ADEQUACY OF INTERNAL CONTROLS AND COMPLIANCE

The Audit Committee of the Company has reviewed the existing Internal Financial Controlsystems and is of an opinion that Internal Financial Control framework as prescribed underthe ambit of Section 134(5) of Companies Act 2013 is functioning properly. The financialstatements are prepared and presented in line with the essential components of internalcontrol - as stated in the "Guidance Note on Audit of Internal Financial ControlsOver Financial Reporting issued by the Institute of Chartered Accountants of India(ICAI)".

The existing Internal Financial Control framework ensures systematic and professionalconduct of the Company's business. It ensures that Company adheres to its stated policiesand practices duly ensuring the safeguarding of its assets prevention and detection offrauds and errors accuracy and completeness of the accounting records and the timelypreparation of reliable financial information.

Based on the assessment carried out by the Audit Committee Board of Directors are ofthe opinion that the Company has adequate Internal Financial Controls system operatingeffectively as at March 31 2017 and there were no instances of fraud which necessitatesreporting of material misstatement to the Company's operations. There has been nocommunication from regulatory agencies concerning non-compliance with or deficiencies infinancial reporting

RELATED PARTY TRANSACTIONS

There are no materially significant related party transactions made by the Company withPromoters Directors Key Managerial Personnel or other designated persons which may havea potential conflict with the interests of the Company at large. Prior omnibus approval ofthe Audit Committee is obtained for the transactions which are of a foreseen andrepetitive nature and a statement of such transactions entered into pursuant to theomnibus approval giving requisite details is placed before the Audit Committee and theBoard of Directors for their noting and approval if applicable on a quarterly basis. ThePolicy on Related Party as approved by the Board is uploaded on the Company's website.During the year under review the contracts or arrangements with related parties referredto in section 188 of Companies Act 2013 have been on arms length and in ordinary courseof business and they were not material in nature. Accordingly the particulars of thetransactions as prescribed in form AOC -2 of the rules prescribed under chapter IXrelating to accounts of companies under the Companies Act 2013 are not required to bedisclosed as they are not applicable. None of the transactions with any of related partieswere in conflict with the Company's interest. The Company's major related partytransactions are generally with its subsidiaries. The related party transactions areentered into based on considerations of various business exigencies such as synergy inoperations Company's long-term strategy for investments optimization of market shareprofitability liquidity capital resources of subsidiaries etc.

The Policy on dealing with related party transactions as approved by the Board may beaccessed on the Company's website at http://gitanjaligroup.com/policies-codes

AUDIT COMMITTEE:

The Audit Committee of the company consists of the following Directors:

Mr. S. Krishnan - Chairman

Ms. Nazura Ajaney - Member

Mr. Mehul Choksi - Member

The board accepted all the recommendations made by the audit committee during the yearunder review. The details of terms of reference number of audit committee meetings heldduring the year under review attendance etc are separately given in the section ofcorporate governance.

PARTICULARS OF ENERGY CONSERVATION TECHNOLOGY ABSORPTION EXPENDITURE ON RESEARCH ANDDEVELOPMENT FOREIGN EXCHANGE INFLOW/OUTFLOW ETC.

A. CONSERVATION OF ENERGY

The operations of your company is not energy intensive. However the Company makes itsbest efforts for conservation of energy in its factory and office premises.

B. TECHNOLOGY ABSORPTION ADAPTATIONS & INNOVATION

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

C. FOREIGN EXCHANGE EARNINGS AND OUTGO

The details of foreign exchange earnings and expenditure are as follows.

Particulars

(Rs. in lakhs)

Foreign Exchange Earnings 732149.19
Expenditure in Foreign Exchange 738434.63

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

The Board has on the recommendation of the Nomination and Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration. The said policy states the criteria for determining qualifications positiveattributes independence of a Director and other matters provided under section 178(3) ofCompanies Act 2013. The said Policy of the Company is given as Annexure 1 of thisreport. The same can also be viewed by visiting following link:http://gitanjaligroup.com/policies-codes

CORPORATE SOCIAL RESPONSIBILITY (CSR)

A report on CSR is attached in Annexure 2 in the format prescribed in theCompanies (Corporate Social Responsibility Policy) Rules 2014.

PARTICULARS OF EMPLOYEES

The details in terms of Section 197 of the Companies Act 2013 read with Rule 5(1) ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 areforming part of this report as Annexure 3A and the statement containing particularsof employees as required under Section 197(12) of the Companies Act 2013 read with Rule5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014is forming part of this report as Annexure 3B.

RISK MANAGEMENT POLICY

The Company has adopted a Risk Management Policy duly approved by the Board and alsohas in place a mechanism to identify assess monitor and mitigate various risks that thekey business objectives might be exposed to. Major risks identified by the businesses andfunctions are systematically addressed through mitigating actions on a continuing basis.

EXTRACT OF ANNUAL RETURN

As provided under Section 92(3) of the Act the extract of annual return is given in Annexure4 in the prescribed Form MGT-9 which forms part of this Report.

VIGIL MECHANISM

The Company has a whistle blower mechanism wherein the employees can approach thesenior management or Audit Committee and make disclosures about unethical behavior actualor suspected fraud or violation of the Company's Code of Conduct or of an event thataffect the business or reputation of the Company. A mechanism is in place whereby anyemployee of the Company has access to the Chairman of the Audit Committee to report anyconcern. No person has been denied access to the Chairman to report any concern. Furtherthe said policy has been disseminated within the organization and has also been posted onthe Company's website.

DISCLOSURES AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013

The Company is committed to provide a safe & conducive work environment to itsemployees and has zero tolerance for sexual harassment at workplace. It has adopted apolicy on prevention prohibition and redressal of sexual harassment at workplace in linewith the provisions of the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 and the rules made thereunder for prevention andredressal of complaints of sexual harassment at workplace. During the financial year2016-17 the Company has not received any complaints on sexual harassment.

NUMBER OF MEETINGS OF THE BOARD

Five (5)meetings of the Board were held during the year. For details of the meetings ofthe Board reference may be made to the Corporate Governance Report which forms part ofthe Annual Report. The intervenimg gap between two consecutive board meetings did notexceed 120 days.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mr. S. Krishnan Ms. Nazura Ajaney and Mr. Anil Haldipur are independent directors onthe Board and all have given declarations that they continue to meet the criteria ofindependence as laid down under Section 149(6) of the Companies Act 2013 and Regulation25 of the Listing Regulations.

None of the Directors is related to each other within the meaning of the term"relative" as per Section 2(77) of the Act.

In accordance with the provisions of the Act and in terms of the Memorandum andArticles of Association of the Company Mr. Dhanesh Sheth retires by rotation at theAnnual General Meeting and is eligible for re-appointment. Pursuant to Section 134 of theAct read with Rule 8(5) (iii) of Companies (Accounts) Rules 2014 no Director or KeyManagerial Personnel was appointed or has resigned during the year. However subsequent tothe year under review following changes took place at Board level:

* Mr. Mehul Choksi was re-appointed as managing director on the Board w.e.f. August 12017.

* Mr. Dhanesh Sheth was designated as whole time director on the Board w.e.f. August11 2017.

* Mr. Anil Haldipur was appointed as an Additional Director (Independent) on the Boardof the Company on August 11 2017.

Member's attention is drawn to Item No. 5 6 and 8 of the Notice for the appointment ofabove mentioned directors on the Board of the Company.

Pursuant to the provisions of Section 203 of the Act Mr. Mehul Choksi–Managing Director Mr. Chandrakant Karkare - Chief Financial Officer and Ms.Pankhuri

Warange – Company Secretary continue to be the Key Managerial Personnel of theCompany.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirements of Section 134 (5) of the Companies Act 2013 (includingany statutory modification(s)or re-enactment(s) thereof for the time being in force) theDirectors hereby confirm that:

i. in the preparation of the annual accounts the applicable accounting standards havebeen followed and there are no material departures;

ii. they have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company at the end of the financial year and of the profitof the Company for that

iii. they have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

iv. they have prepared the annual accounts on a going concern basis;

v. they have laid down internal financial controls to be followed by the Company andthat such internal financial controls are adequate and are operating effectively;

vi. they have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.

BOARD EVALUATION

The performance evaluation of the Board its Committees and individual Directors wasconducted and the same was based on questionnaire and feedback from all the Directors onthe Board as a whole and its Committees. The Company obtained feedback on overall Boardeffectiveness as well as on each of the Directors. The performance of Directors wasevaluated inter alia on the basis of key criteria for performance evaluation as enumeratedherein below-

Performance evaluation of Directors:

• Contribution made by them at the Board / Committee meetings

• Guidance provided / Support given to Management outside Board / CommitteeMeetings

Performance evaluation of Board and Committees:

• The structure and composition of Board

• Degree of fulfillment of key responsibilities in line with prescribedrequirements

• Establishment and demarcation of responsibilities to various Committees of Board

• Effectiveness of Board Processes Information and Functioning

• Quality of relationship between the Board and Management

• Effectiveness of communique with External Stakeholders

• The areas of improvement in the functioning of committees on the basis of theirterms of reference.

INDEPENDENT DIRECTORS

A separate meeting of the independent directors was convened which reviewed theperformance of the Board (as a whole) the performance of non-independent directors andthe Chairman. Post the Annual Meeting of Independent Directors and performance evaluationof Board its Committees and individual Directors the collective feedback of each of theDirectors was discussed and noted by the Nomination and Remuneration Committee.

FAMILIARIZATION PROGRAMS FOR BOARD MEMBERS

The Board members are provided with necessary documents/brochures reports and internalpolicies to enable them to familiarize with the Company's procedures and practices.

Periodic presentations are made at the Board Meetings on business and performanceupdates of the Company global business environment business strategy and risks involved.The details of such familiarization programs conducted for Independent Directors areposted on the website of the Company.

Further the policy of the Company on such familiarization programs can be accessed atthe following link: http://gitanjaligroup.com/policies-codes

AUDITORS

a) Statutory Auditors and their report

Pursuant to the provisions of Section 139 of the Companies Act 2013 read withapplicable Rules framed there under M/s. Ford Rhodes Parks & Co. LLP CharteredAccountants the present Auditors of the Company complete their term as Auditors. In viewof the above M/s. Ambawat Jain & Associates LLP Chartered Accountants having LLPRegistration No: AAA-7120 and ICAI Registration No: 109681W/ W 100012 is proposed to beappointed for a term of five years commencing from conclusion of the 31stAnnual General Meeting of the Company till the conclusion of the 36th Annual GeneralMeeting to be held for the financial year 2021-22 (subject to ratification of theirappointment by the Members at every intervening Annual General Meeting held after thisAnnual General Meeting) on such remuneration and out of pocket expenses as may be decidedby the Board of Directors. M/s. Ambawat Jain & Associates LLP have confirmed theireligibility under Section 141 of the Companies Act 2013 and the Rules framed there underfor appointment as Auditors of the Company. As required under Regulation 33 of the ListingRegulations they have also confirmed that they hold a valid certificate issued by thePeer Review Board of the Institute of Chartered Accountants of India.

The statutory auditors in their report on the financials of the company have drawnattention towards the matter of emphasis. The response of directors on the same is asfollows:

Response to point (a)

Since 2013 the Company is passing through difficult financial conditions due toextraneous factors beyond its control viz unfavourable regulatory framework and adverseforex movement. Due to liquidity challenges there remained an overdue of principal andinterest amount and liquid reserve was partially created. However management is confidentof clearing the outstanding dues soon along with due compliance of requirement of creationof liquid reserve.

Response to point (b)(i) and (b) (ii)

Due to liquidity challenges as mentioned above both principal and interest amount ofECBs raised through ICICI Bank and principal amount of ECBs raised through IDBI (BOBportion) remained overdue.

However management is confident of clearing the outstanding dues soon.

Response to point (c)

Due to liquidity challenges there have been occasions during FY 2016-17 where therewere few overdrawn position in some accounts. However from time to time the Company hasbeen clearing the said overdrawn positions and is making best efforts to regularise thestatus.

Response to point (d)

The subsidiaries have been formed for providing support of company's business. Theterms and conditions of amount given to the subsidiaries are not prejudicial to theinterest of Company. The Company is making efforts to recover the advances given to thesesubsidiaries and regularize the existing status.

With regard to emphasis of matter mentioned in audit report on consolidated financialstatements for the year ended March 31 2017 the directors reply to points no (a) (b)and (d) of auditors report are covered in reply to emphasis of matter in auditor reporton standalone financial statement of the Company for the financial year ended March 312017.

With regard to point (c) (e) and (f) of emphasis of matter in audit report onconsolidated financial statements the response of your directors are as followssequentially:

Interest on ICDs availed from SICOM by one of the subsidiary was overdue asat March 31 2017 due to liquidity crunch

The group has been regularly honoring all its debt obligations/ statutorydues with some delays. Multiple extraneous factors have made significant negative impacton the liquidity status of the group. The group however is committed to pay all itsoutstanding undisputed statutory dues and liabilities and will pay the same gradually.

As on March 31 2017 Bezel Jewellery

(India) Private Limited one of the step down subsidiary of the Company has notredeemed its Non cumulative redeemable 4% preference shares of Rs. 100 each which waspartly due for redemption as it was considering the option of extending due dates ofredemption.

b) Secretarial Auditor and their report

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and remuneration of Managerial Personnel) Rules 2014 the Company hasappointed M/s. Manish Ghia & Associates a firm of Company Secretaries in Practice toundertake the Secretarial Audit of the Company. The Report of the Secretarial Audit isannexed herewith as Annexure-5.

During the period under review the Company has complied with provisions of the ActRules regulations Guidelines standards etc. subject to some observations made bysecretarial auditors. The response of directors on the observations made in secretarialaudit report is as follows:

Response to point (a)

Since 2013 the Company is passing through difficult financial conditions due tomultiple extraneous factors beyond its control viz unfavourable market conditions andunfavorable regulatory changes and adverse movement in forex etc. The Company has beenfacing liquidity challenges and due to this the liquid reserve was partially created. TheCompany has created liquid reserve to the tune of Rs. 63.47 lakhs as against requiredreserve of Rs. 2.11 crores. Management is taking adequate steps to comply with therequirement of creating the balance reserve soon.

Response to Point (b) and (c)

The filing of Annual Performance Report and Annual Return on Foreign Liabilities andAssets involves compilation and filing of details of various subsidiaries scattered acrossthe globe.

Due to technical difficulties in compiling the relevant information the requirement offiling was unintentionally delayed.

Response to point (d)

The delays in filing of form ECB-2 was due to administrative issues. The requisitesteps will be taken to ensure that Form ECB-2 is filed on time.

GENERAL

Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year under review:

1. Issue of equity shares with differential rights as to dividend voting or otherwise.

2. Issue of sweat equity shares to employees of the Company under any scheme.

3. Issue of shares under Employee Stock Option Scheme.

4. The Managing Director of the Company is not in receipt of any commission from theCompany nor he received any remuneration or commission from any of the subsidiary of theCompany.

Acknowledgements

Your Directors wish to place on record their sincere appreciation of the support whichthe Company has received from its promoters shareholders lenders business associatesvendors customers media and the employees of the Company.

We thank the Governments of various countries where we have operations. We also thankthe Government of India Ministry of Commerce & Industry Ministry of CorporateAffairs Ministry of Finance Department of Economic Affairs Customs & ExciseDepartments Income Tax Department Reserve Bank of India BSE NSE NSDL CDSL andvarious bankers various State Governments and other Government Agencies for their supportand we look forward to their continued support in the future.

On behalf of the Board of Directors
Sd/-
Place : Mumbai (Mehul Choksi)
Date : August 11 2017 Chairman and Managing Director