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Goenka Diamond & Jewels Ltd.

BSE: 533189 Sector: Consumer
NSE: GOENKA ISIN Code: INE516K01024
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NSE 00:00 | 23 Sep Stock Is Not Traded.
OPEN 0.73
PREVIOUS CLOSE 0.70
VOLUME 79169
52-Week high 0.80
52-Week low 0.24
P/E
Mkt Cap.(Rs cr) 23
Buy Price 1.46
Buy Qty 1244962.00
Sell Price 0.00
Sell Qty 0.00
OPEN 0.73
CLOSE 0.70
VOLUME 79169
52-Week high 0.80
52-Week low 0.24
P/E
Mkt Cap.(Rs cr) 23
Buy Price 1.46
Buy Qty 1244962.00
Sell Price 0.00
Sell Qty 0.00

Goenka Diamond & Jewels Ltd. (GOENKA) - Director Report

Company director report

Dear Shareholders

Your Directors are pleased to present the Twenty Seventh Annual Report together withthe Audited Financial Statements for the financial year ended March 31 2017.

Financial Highlights

(Rs. In lakhs)

Particulars 31.03.2017 31.03.2016
Sales and Other Income 509.18 9311.49
Less: Expenses 729.79 12412.69
Profit / (Loss) before tax and depreciation (220.61) (3101.20)
Less: Depreciation 58.60 61.53
Net Profit/(Loss) before Tax (279.21) (3162.73)
Less: Income tax provision 0.00 0.00
Less: Deferred Tax 21.39 59.28
Less: Earlier Years' Income Tax 0.00 0.00
Less: MAT Credit Entitlement 341.48 0.00
Profit/(Loss) after tax (642.08) (3222.01)
Balance brought forward from previous year 12772.21 15994.22
Profit available for appropriation 12130.13 12772.21
Appropriation
Issue of Bonus shares
Transfer to General Reserve
Proposed Dividend on Equity shares
Tax on Proposed Dividend
Profit carried over to Balance Sheet 12130.13 12772.21
Earnings per share (0.20) (1.02)

State of Company's Affairs

Your Directors wish to inform you that during the current financial year ended March31 2017 the sales and other income of the Company were Rs. 509.18 lakhs and during theprevious year it was Rs. 9311.49 lakhs. During the year the company incurred Net Lossbefore tax of Rs. 279.21 lakhs as against Net loss before tax of Rs. 3162.73 lakhs in theprevious year. The decline in the performance was mainly due to severe liquidity crunchbeing faced by the company though the management is putting its best efforts to revivethe operations of the company.

Dividend

Due to losses incurred by the company during the year the directors do not recommendany 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 thecorrect opportunity and favorable market conditions were available. However insignificantportion of the proceeds allocated for the expansion is left unutilized and the managementof your Company has temporarily infused those funds in to financial instruments for theinvestment purpose.

Amount received from IPO 12650.85
Sr. No. Particulars of proposed reallocated expenditure amount Amount in Lakhs
(as on 31.03.2017)
1. For expansion and establishment of new retails stores either by way of lease or outright purchase and increase in production capacity of Diamond and Jewellery manufacturing facilities & other general capex required for expansion. 1143.84
2. Funding to subsidiaries and such entities by way of equity capital loans and advances or in any other manner 1923.02
3. Working Capital Requirement for business 8459.96
4. General Corporate Purposes 218.37
5. Issue Expenses 828.68
Total 12573.87
Unutilized Amount Represented by
Time Deposit with Banks (Under Lien) 76.98

Directors and Key Managerial Personnel

Your Board comprises of 5 directors comprising of 2 promoter directors and 3independent directors including one woman director. Definition of ‘IndependentDirector' is derived from Regulation 16(b) of the SEBI LODR and Section 149(6) of theCompanies Act 2013. Based on the confirmation / disclosures received from the Directorsunder section 149(7) of the Companies Act 2013 and on evaluation of the relationshipsdisclosed 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 byrotation.

In compliance with the requirements of Section 203 of the Companies Act 2013 Mr.Nandlal Goenka Chairman Mr. Navneet Goenka Vice Chairman & Managing Director andCFO and Mr. Kundan Tanawade Company Secretary & Compliance Officer of the Companycontinued as Key Managerial Personnel.

Directors' Responsibility Statement

Pursuant to Section 134 of the Companies Act 2013 (‘the Act') in relation to theAnnual Financial Statements for the Financial Year 2016-2017 your Directors to the bestof their knowledge and ability confirm that::

a) in the preparation of the annual accounts for the year ended March 31 2017 theapplicable accounting standards read with requirements set out under Schedule III to theAct have been followed along with proper explanation relating to material departures;

b) the Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at March 31 2017 and of the loss ofthe Company for the year ended on that date;

c) the Directors 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;

d) the directors have prepared the annual accounts on a "going concern"basis. However the Statutory Auditors have expresses doubts on the ability of the companyto continue as a going concern.

e) the Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and are operatingeffectively except that the internal financial control system with regard to creditworthiness of debtors needs to be improvised as at present there is old hugeoutstanding amount recoverable from overseas buyers. Hence the company needs to formulateand implement stronger internal control system while extending credit to buyers. Likewisethe payments of statutory dues and bank dues need to be regularized though the same isthe result of the liquidity crunch the company is presently facing mainly due to slowrealization of debtors. Nonetheless the management is pursuing available legal means fordebtors recovery; and

f) the Directors have devised proper systems to ensure compliance with the provisionsof 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 detailsincluding performance and financial position of each of the subsidiary companies isannexed to this report in Form AOC-1 In accordance with Accounting Standard AS 21 –Consolidated Financial Statements read with Accounting Standard AS 23 – Accountingfor Investments in Associates and Accounting Standard 27 – Financial Reporting ofInterests in Joint Ventures the audited Consolidated Financial Statements are provided inthe Annual Report.

Board Evaluation

Pursuant to the provisions of companies Act 2013 and SEBI LODR the Board has carriedout evaluation of performance of its own the independent directors individually as wellthe evaluation of the working of its Audit ‘Nomination & Remuneration' and‘Stakeholders Relationship' committees. The performance evaluation of non-independentdirectors was carried out by the independent directors in a separate meeting.

The manner in which the evaluation has been carried out has been explained in CorporateGovernance Report.

Remuneration Policy

The current policy is an appropriate mix of executive and independent directors tomaintain the independence of the Board. The Nomination & Remuneration Committee frameda policy for selection and appointment of Directors including determining qualificationsand independence of a Director Key Managerial Personnel Senior Management Personnel andtheir 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 GovernanceReport.

Deposits and Unclaimed Dividend

During the year under review your company has not accepted any public deposit underChapter V of the Companies Act 2013. There were no funds required to be transferred toInvestor Education and Protection fund in respect of unclaimed dividend.

Number of Meetings of the Board

The Board met four times in financial year 2016-2017 on May 26 2016 August 09 2016November 12 2016 (*) adjourned to November 19 2016 and February 14 2017. The maximuminterval between any two meetings did not exceed 120 days.

* The meeting was scheduled on November 12 2016 which was adjourned to November 192016 for want of quorum.

Details of Committees of the Board

The Company has following Committees of the Board:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders Relationship Committee

1. Audit Committee

The Audit Committee comprises independent directors namely Mr. Kevin Shah Mr. AnantUpadhyay 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 Relationship Committee

The Stakeholders Relationship 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 committeesof the Board are provided in the Corporate Governance report.

Statutory Auditors

M/s. B. Khosla & Co. (Regn. No. 000205C) Chartered Accountants Jaipur andM/s RSVA & Co. (Regn. No. 110504W) Chartered Accountants Mumbai are jointstatutory Auditors of the Company.

As per the provisions of Section 139 of the Act M/s. B. Khosla & Co. (Regn. No.000205C) Chartered Accountants Jaipur can continue as the Auditors of the Company only upto the conclusion of this Annual General Meeting ('AGM') having completed their term asper the said provisions.

Accordingly M/s. B. Khosla & Co. (Regn. No. 000205C) Chartered AccountantsJaipur has resigned as per the terms of the said provision.

M/s RSVA & Co. (Regn. No. 110504W) Chartered Accountants Mumbai beingjoint statutory Auditor along with M/s. B. Khosla & Co. (Regn. No. 000205C)Chartered Accountants Jaipur and due to event of resignation of the other Joint StatutoryAuditor has resigned as Joint Statutory Auditor of the Company.

The Board of Directors has based on the recommendation of the Audit Committee at itsmeeting held on August 17 2017 proposed the appointment of M/s Ummed Jain & Co.(Regn. No.119250W) Chartered Accountants Mumbai and M/s RSVA & Co.(Regn. No. 110504W) Chartered Accountants Mumbai as the Joint Statutory

Auditors of the Company for a period of one year to hold office from the conclusion ofthis AGM till the conclusion of the AGM to be held for the Financial Year 2017-18.

Auditors' Report

In respect of the observations made by Auditors in their report your Directors wish tostate that the replies in that respect have been given in the Directors Report in aseparate section.

Secretarial Auditor

The Board has appointed Mr. Vishal N. Manseta Practicing Company Secretary to conductSecretarial Audit for -17. The Secretarial Audit Report for the financial year ended March31 2017 is annexed to thefinancial this Report.

Secretarial Audit Report

In respect of the observations made by Secretarial Auditor in his report yourDirectors wish to state that the replies in that respect have been given in the DirectorsReport in a separate section.

Contracts and Arrangements with Related Parties

All contracts / arrangements / transactions entered by the Company during the financialyear with related parties were in the ordinary course of business and on an arm's lengthbasis. During the year the Company had not entered into any contract / arrangement /transaction with related parties which could be considered material. Accordingly theparticulars of the transactions as prescribed in Form AOC-2 of the rules prescribed underChapter IX relating to Accounts of Companies under Companies Act 2013 are not required tobe disclosed as they are not applicable.

Members are requested to refer Note 32 and 41 to the Standalone financial statementswhich sets out related party disclosures.

As per Regulation 23 of the SEBI LODR the Board has adopted a ‘Policy onMateriality of Related Party

Transactions and Dealing with Related Party Transactions' which may be accessed on theCompany's website i.e. www.goenkadiamonds.com

Extract of Annual Return

The extract of Annual Return in Form MGT-9 as required under Section 92(3) of the Actread with Companies (Management & Administration) Rules 2014 is annexed to thisreport as on March 31 2017.

Sexual Harassment

The Company is committed to provide a safe and conducive work environment to itsemployees and has detailed procedure for the redressal of complaints pertaining to sexualharassment. Your Directors further state that during the year under review there were nocases filed pursuant to the sexual harassment at workplace.

Material Changes and Commitments affecting the financial position of the Company

There are following material changes and commitments affectingthefinancialposition ofthe Company which occurred between the end of the financial year to which the financialstatements relate and the date of this

A) The company has filed legal suits against a few of the major defaulting overseasdebtors for recovery of dues while the legal suits against the other defaulting debtorsare in the process of being filed.

B) Punjab National Bank on behalf of the consortium of eight bankers had invoked thepledge of 40976250 equity shares in the company on 15th May 2017 whichshares were earlier pledged by Mr. Nandlal Goenka and Mr. Navneet Goenka in favor of thebank in equal quantity.

Details of significant and material orders passed by the regulators/ courts/ tribunalsimpacting the going concern status and the Company's operations in future

There are no significant material orders passed by the Regulators/ Courts/ Tribunalswhich 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 arenot applicable to the company.

Risk Management Policy

The Company manages monitors and reports on the principal risks and uncertainties thatcan impact its ability to achieve its strategic objectives. The Company's managementsystems organisational structures processes standards code of conduct and behaviorsgovern how the company conducts the business and manages associated risks.

Internal Financial Controls

The Company has in place adequate internal financial controls and internal audit andprocesses respect to its financial statements which provide reasonable assuranceregarding the reliability of financial reporting and the preparation of financialstatements except that the internal financial control system with regard to creditworthiness of debtors needs to be improvised as at present there is old hugeoutstanding amount recoverable from overseas buyers. Hence the company needs to formulateand implement stronger internal control system while extending credit to buyers. Likewisethe payments of statutory dues and bank dues need to be regularized though the same isthe result of the liquidity crunch the company is presently facing mainly due to slowrealization of debtors. During the year no reportable cases of fraud were observed.

Share Capital

The paid up equity share capital of the Company as on March 31 2017 was Rs.317000000/- During the year under review the Company has not issued shares withdifferential voting rights and sweat equity shares.

Vigil Mechanism

The Company has established Vigil Mechanism and adopted Whistle blower policy for itsdirectors and employees to report concern about unethical behavior actual or suspectedfraud or violation of the Company's code of conduct or ethics policy. The mechanismprovides adequate safeguards against victimization of persons who use such mechanism.Protected disclosures can be made by a whistle blower through an e-mail or dedicatedtelephone line or a letter to the senior executives or to the Chairman of the AuditCommittee. During year under review no personnel was denied access to the AuditCommittee.

Corporate Governance

As per SEBI LODR a separate section on corporate governance practice which is followedby your Company together with a certificate from Mr. Vishal N. Manseta PracticingCompany Secretary 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 ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 areattached and form part of this report.

Green Initiatives

Electronic copies of the Annual Report 2016-17 and Notice of the 27thAnnualGeneral Meeting are sent to all members whose email addresses are registered with theCompany/Depository Participant(s). For members who have not registered their emailaddresses are requested to register their email ids with their DPs in order to cooperatewith the company in implementation of green initiative; and help to protect theenvironment.

STATUTORY AUDITORS REMARKSAND MANAGEMENTS REPLIES THEREUPON

1) Auditors observation : With reference to note no. 7(b) 16(b) and 18(a) ofstandalone financial statements auditors have observed that Trade Receivables Advancegiven to one of the subsidiaries and Trade Payables are not denominated in foreigncurrency using the closing rate and has been carried forward at the rate as at 31st March2015 and / or 31st March 2016 which is not in accordance with Accounting Standard 11"Effects of changes in foreign exchange rates"

Management Reply: It was deemed prudent not to take cognizance of unrealized exchangedifference on notional basis due to uncertainties with regard to expected time frame forrealization of Trade Receivables and advances; and payment to trade payables. The companyshall account for the actual exchange difference at the time of realization of these tradereceivables and payment to trade payables..

2) Auditors observation : With reference to Note 37 (C ) of standalone financialstatements auditors have observed that the company has not provided for interest on bankborrowings as the Banks have classified the company's account as non performing asset;and these banks are either not charging interest or have been charging interest at higherrates.

Management Reply: As the promoters of the Company have approached consortium banks withproposal for settlement for entire dues envisaging part-payment of principal amount onlyagainst working capital loan dues the management has decided not to provide interest onworking capital borrowings availed by the company.

3) Regarding Auditors Observations i.e.:

a) Inability to comment on time frame of Trade Receivables outstanding for more than6 months and any provision to be made for unrealisability in the carrying amount of thesebalances.

b) The Company's operating results have been materially affected due to variousfactors including non-realization of debtors erstwhile dispute amongst promotersnon-availability of finance due to recall of loans by banks in consortium legal actionsinitiated by Banks overall substantial decrease in volume of business and salesnon-payment of statutory dues and taxes non-payment to creditors defaults in repaymentof loans and interest non realization of interest on loans from subsidiaries. Theseevents cause significant doubts on the ability of the company to continue as a goingconcern. We (auditors) are also unable to conclude on ability of the company to carry onas a going concern.

c) Because of the significance of the matters described in the ‘basis ofdisclaimer of opinion' paragraph specifically relating to multiple uncertainties createddue to factors such as non recovery of trade receivables on due dates non-payment ofliabilities including trade payables and statutory dues financial difficulties faced bydue to recalling of bank finance etc. it is not possible to form an opinion on thefinancialstatements due to the potential interaction of the uncertainties and theirpossible cumulative effect on the financial statements Accordingly we (auditors) do notexpress an opinion on the financial statements

Management Reply: Regarding auditors observations relating to outstanding TradeReceivables erstwhile dispute amongst promoters non-availability of finance due toactions initiated by Banks overall substantial decrease in volume of business and salesnon-payment of statutory dues and taxes non-payment to creditors defaults in repaymentof loans and interest non realization of interest on loans from subsidiaries and doubtson the ability of the company to carry on as a going concern the management is of theview that due to certain unfavorable development in earlier periods on account of disputesamongst erstwhile promoters the recovery from trade receivables are slow but at the sametime management is hopeful that these trade receivables are good and recoverable. TheCompany is taking all possible efforts to recover old trade receivables and has initiatedlegal action where ever considered necessary.

The company has also filed court cases in certain cases. Due to slow recovery fromtrade receivables there is a temporary mismatch in the cash flow resulting in default inrepayment of statutory dues and taxes creditors loans and interest interest on loansfrom subsidiaries.

The Company is taking steps to revive its business operations and has approachedconsortium bankers for one time settlement.

Since the management hopes to recover all the dues from debtors no quantification forprovision for bad debts is required.

Auditors have decided not to express an opinion on the financial statement because ofthe reasons as mentioned by them in their report to which management replies may be foundin the above paragraphs.

4) Auditors observation : Inventory valuation is based on determination of estimatednet realizable value and specific identification involving technical judgment of themanagement which has been relied upon by

Management Reply: Management has put its best efforts in properly valuing the inventorybased on determination of estimated net realizable value and specific identification

5) Auditors observation : With reference to note 8 (A) of standalonefinancialstatements auditors have observed that two banks have neither issued bankstatements nor confirmed balance outstanding as at year-end

Management Reply: The management in its best judgment and as a matter of prudencebelieves that all the transactions have been recorded in the books of accounts.

6) Auditors Observation : Auditors have drawn attention to note 37(d) ofstandalone financial statements whereby they have pointed out the investment and advancesmade by the company in one of its subsidiaries whose net worth is negative Likewisethey have also observed that the company has invested in optionally convertible debentures("OCDs")of an entity whose net worth has been considerably eroded.

Management Reply: The management is of the view that the investment in the subsidiaryis in the nature of long term investment and the diminution in value is temporary innature. The management is confident that the subsidiary shall revive its operations innear future and therefore no provision is required against such investment and advances.

In case of investment in OCDs the management is of the view that the entity hassubstantial business value to generate cash flow for redemption of OCDs.

7) Regarding auditors' observations at point no. (a) to (e) and point no. (g) asreported by them under section 143(3) management replies may be found in the aboveparagraphs.

8) Regarding observation made by Auditors at point No. vii (a) (b) and (c) of theAnnexure "A" to Auditors Report:

Management reply: The company is committed to pay all its outstanding undisputedstatutory dues. Regarding the disputed outstanding taxes the Company is confident that itwill be able to get favorable orders from the concerned appellate authorities.

9) Regarding observation made by the Auditors at Point No. (viii) of the Annexure"A" to Auditors Report

Management Reply: Due to slow recovery from trade receivables there is a temporarydeficit in the resulting in default in repayment of dues to banks owing to which thebankers have classified the account as NPA and recalled their loans. The Company is takingall possible efforts to recover old trade receivables and has also initiated legal actionwhere ever considered necessary. With regard to recall of loans liquidity crunch andnon-availability of finance the Company is taking steps to revive its business operationsand has approached consortium bankers with proposal of One Time Settlement (OTS).

10) Regarding observation made by the Auditors in the Annexure "B" toAuditors Report whereby they have pointed out internal control weakness relating toascertainment of customers' credit worthiness etc. which has resulted in huge oldoutstanding dues from customers

Management Reply: Though the company has taken all due care at the time of sale ofgoods to customers it strongly feels that the internal financial control system in thisregard needs to be improvised. With regard to old outstanding dues the Company is takingall possible efforts to recover old trade receivables and has already initiated legalaction where ever considered necessary.

11) Regarding observation made by the Auditors in the Annexure "B" toAuditors Report whereby they have pointed out irregularities in payment of statutory dues/ taxes and interest and loan repayment to banks

Management Reply: Due to slow recovery from trade receivables there is a temporarydeficit in the cash flow resulting in default in payment of statutory dues / taxes; andrepayment of dues to banks. The Company is taking all possible efforts to recover oldtrade receivables and revive its business operations. Nonetheless the management iscommitted to pay all statutory dues/ taxes. Regarding repayment of dues to banks thecompany has approached bankers with proposal of One Time Settlement.

SECRETARIAL AUDITORS REMARKSAND MANAGEMENTS REPLIES THEREUPON

1) Auditors Observation made on delay in payment of statutory dues:

Management Reply: Due to liquidity crunch there is delay in payment of statutory duesby the company. However the company is committed to pay all its outstanding statutorydues.

2) Auditors Observation made on long outstanding Trade Receivables:

Management Reply: The company has already filed legal suits against the overseas buyersin a few cases. Legal suits against certain other overseas buyers are in the process ofbeing filed for the recovery of Export Outstanding.

3) Auditors observation relating to default in repayment of principal and interest tobankers declaration of company's account as NPA; and recall of loans:

Management Reply: Due to slow recovery from trade receivables there is a temporarydeficit in the cash flow resulting in default in repayment of dues to banks owing to whichthe bankers have classified the account as

NPA and recalled their loans. The Company is taking all possible efforts to recover oldtrade receivables and has also initiated legal action where ever considered necessary. TheCompany is taking steps to revive its business operations and has approached consortiumbankers with proposal of One Time Settlement (OTS).

Conservation of Energy Technology Absorption Foreign Exchange Earnings and OutgoConservation of Energy:

The Company has taken adequate measures to conserve energy. The company is into diamondand jewellery business where the operations are not energy intensive. The companyregularly evaluates and uses new energy efficient technologies and make necessaryinvestment in these equipments to make its infrastructure more energy efficient wheneverrequired.

Technology Absorption Adoption and Innovation

The Company uses indigenous technology for its operations. The company's products aredesigned and not mechanically developed technology absorption or innovations are not ofmaterial significance

Research and Development

The nature of the business of the company is categorically end user business of largesize diamonds and high end jewellery wherein research and development expense are more inthe 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 thefollowing items as there were no transactions on these items during the year under review:

1. Issue of sweat equity shares to employees of the company under any scheme.

2. Issue of shares under Employee Stock Option Scheme.

3. Re-appointment of an independent director for a second term of five years.

4. Neither the Managing Director nor the Whole-time Directors of the Company receivedany remuneration or commission from any of its subsidiaries.

5. There were no companies which have become or ceased to be Subsidiaries JointVentures or associate companies during the year.

6. There was no change in nature of business.

7. There were no loans guarantees or investments given / made by the Company underSection 186 of the Act.

Acknowledgement

Your Directors place on record their gratitude to Central Government StateGovernments Financial Institutions and Company's Bankers for assistance co-operation andencouragement they extended to the Company. The Directors are also grateful to the valuedcustomers esteemed shareholders dedicated employees and public at large for theirpatronage and confidence reposed in the company.

On behalf of the Board of Directors
For Goenka Diamond and Jewels Limited
Place: Mumbai NANDLAL GOENKA NAVNEET GOENKA
Date: August 17 2017 CHAIRMAN VICE CHAIRMAN & MANAGING DIRECTOR

Particulars of Employees pursuant to section 197 of the Companies Act 2013 read withRules 5 (1) of the Companies (Appointment and Remuneration of Managerial personnel) Rules2014

Requirement of Rule 5(1) Details
(i) the ratio of the remuneration of each director to the median remuneration of the employees of the company for the financial year. Directors
1. Mr. Nandlal Goenka : 2.55
2. Mr. Navneet Goenka : 2.04
3. Mr. Anant Upadhyay : 0.36
4. Mr. Kevin Shah : 0.36
5. Ms. Neetam Singh : 0.36
(ii) the percentage increase / (decrease) in remuneration of each director Chief Financial Officer Chief Executive Officer Company Secretary or Manager if any in the financial year; Directors
1. Mr. Nandlal Goenka : N.A.
2. Mr. Navneet Goenka : N.A.
3. Mr. Anant Upadhyay : N.A.
4. Mr. Kevin Shah : N.A.
5. Ms. Neetam Singh : N.A.
Chief FinancialOfficer
6. Mr. Navneet Goenka : N.A.
CompanySecretary
7. Mr. Kundan Tanawade CS : 8.52%
(iii) the percentage increase in the median remuneration of employees in the financial year; 60%
(iv) the number of permanent employees on the rolls of company; 23 Employees as on 31.03.2017

 

(vii) variations in the market capitalisation of the company and previous financial year; Market capitalization (Rs. / Crore):
As on 31.03.2016 As on 31.03.2017 % Increase/ decrease
42.16 21.87 (48.13%)
(Viii) Price earnings ratio as at the closing date of the current financial year and previous financial year As on 31.03.2016 As on 31.03.2017
N.A. N.A. (Due to negative EPS)
(ix) Percentage increase or decrease in the market quotations of the shares of the company in comparison to the rate at which the company came out with the last public offer 94.89% decline in the market quotation of the company's share in comparison to the last public offer.
(x) average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration Average increase of Non Managerial Remuneration : 60.39%
Average increase in Managerial Remuneration : N.A.
(xiii) affirmation that the remuneration is as per the remuneration policy of the company. It is hereby affirmed that the remuneration paid
during the year ended March 31 2017 is as per the

Particulars of Employees pursuant to section 197 of the Companies Act 2013 read withRules 5 (2) and (3) of the Companies (Appointment and Remuneration of Managerialpersonnel) Rules 2014 : Not Applicable.