Your Directors have pleasure in presenting their Thirtieth Annual Report on the affairsof the Company together with the Audited Statement of Accounts for the year ended March31 2017.
| || ||(Rs |
|Particulars ||Current Year 31.03.2017 ||Previous Year 31.03.2016 |
|Sales for the year ||13842.20 ||13185.46 |
|Profit before Interest & finance charges depreciation & taxation ||2384.66 ||2142.86 |
|Less: Interest & finance || || |
|Charges ||49.02 ||52.21 |
|Operating profit before depreciation & taxation ||2335.64 ||2090.65 |
|Less: Depreciation amortization & impairment of asset ||184.76 ||194.99 |
|Profit before Exceptional || || |
|Items ||2150.88 ||1895.66 |
|Add: Exceptional Items ||- ||- |
|Profit before taxation ||2150.88 ||1895.66 |
|Current Tax & Prior Year ||459.31 ||370.02 |
|Deferred Tax Liability ||7.73 ||6.74 |
|Profit after taxation ||1699.30 ||1532.38 |
|Add: Balance brought forward ||10531.14 ||9745.22 |
|Profit available for appropriation ||12230.44 ||11277.60 |
|Less: Appropriation: || || |
|Transfer to General Reserve ||- ||- |
|Interim Dividend ||498.92 ||498.92 |
|Tax on Interim Dividend ||87.04 ||97.42 |
|Proposed Dividend ||- ||124.73 |
|Provision for Tax on || || |
|Proposed Dividend ||- ||122.81 |
|Balance carried forward to Balance Sheet ||11644.48 ||10531.14 |
OPERATION STATE OF AFFAIRS AND INTERNAL CONTROL
The Company achieved a consolidated turnover of Rs32068.96 lakhs as compared toRs33002.81 lakhs in the previous year thereby consolidated turnover declined by 2.83%over previous year. The consolidated Profit before tax and exceptional items wereRs3866.01 lakhs as against
Rs4181.65 lakhs of the previous year resulted in decline of consolidated profitapproximately by 7.55% over previous year. The consolidated Profit after tax stood atRs2796.35 lakhs as compared to the profit of Rs3300.97 lakhs in the previous year.
The Company has achieved a standalone turnover of Rs13842.20 lakhs during the FY2016-2017 as compared to Rs13185.46 lakhs during the previous year thereby registering agrowth of approximately 4.98% over previous year. The standalone profit after tax of theCompany increased by 10.89% from Rs1532.38 lakhs to Rs1699.30 lakhs in the current year.
INDIAN ACCOUNTING STANDARDS
The Ministry of Corporate Affairs (MCA) vide its notification in the Official Gazettedated February 16 2015 notified the Indian Accounting Standards (Ind AS) applicable tocertain classes of companies. Ind AS has replaced the existing Indian GAAP prescribedunder Section 133 of the Companies Act 2013 read with Rule 7 of the Companies(Accounting) Rules 2014. For your Company Ind AS is not applicable during the year underreview.
Cash and cash equivalent as at March 31 2017 was Rs523.47 Lakhs. The Company continuesto focus on judicious management of its working capital. Receivables inventories andother working capital parameters were kept under strict check through continuousmonitoring.
CONSOLIDATED FINANCIAL STATEMENT
As stipulated by regulation 33 of Listing Regulations the consolidated financialstatements have been prepared by the Company in accordance with the applicable AccountingStandards. The audited consolidated financial statements together with Auditors' Reportform part of the Annual Report.
The Board of Directors of the Company had declared an Interim Dividend of 20% (i.e. Rs2per share on Equity Shares of the face value of Rs10/- each) for the Financial Year endedMarch 31 2017. Total outgo on the Interim Dividend was Rs585.96 Lakhs (including DividendTax of Rs87.04 Lakhs). The Board has not proposed any Final Dividend and accordingly theInterim Dividend paid during the year shall be treated as Final Dividend for the FinancialYear ended March 31 2017.
TRANSFER TO RESERVE
The Company does not proposes to make any transfer to reserves.
The paid up equity share capital as on March 31 2017 was Rs2494.60 lakhs. During theyear under review the Company has not issued shares with differential voting rights norgranted stock options nor sweat equity. As on March 31 2017 following ExecutiveNon-Executive and Independent Directors of the Company holds equity shares in the Companyas per details given below:
|Sr. No. ||Name of Director ||No. of shares held |
|1. ||Mr. Manhar R. Bhansali ||7103428 |
| ||(Chairman-NED ) || |
|2. ||Mr. Rashesh M. Bhansali ||6000000 |
| ||(MD-ED) || |
|3. ||Mr. Ajay M. Khatlawala (ID) ||1000 |
As on March 31 2017 the Company has 126200 unclaimed equity shares of Rs10/- eachbelonging to 239 investors further the Company is holding these shares in a Demat"Unclaimed Suspense Account" with Stock Holding Corporation of India Ltd. onbehalf of the shareholders of these shares.
The Company has not accepted deposits covered under Chapter V of the Companies Act2013 and accordingly the disclosure requirements stipulated under the said Chapter arenot applicable.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:
Particulars of Loans Guarantees given and Investments made during the year as requiredunder section 186 of the Companies Act 2013 and Schedule V of the Securities and ExchangeBoard of India (Listing Obligations and Disclosure Requirements) regulations 2015 areprovided in Notes 39 of the Standalone Financial Statements.
REVIEW OF SUBSIDIARIES AND ASSOCIATES
Your Company has three Subsidiaries and one Associate Company. Financials of theSubsidiaries and Associate Company are disclosed in the Consolidated Financial Statementswhich form part of this Annual Report. A statement containing salient features of theFinancial Statements of the Subsidiaries Joint Venture and Associate Company is annexedto this Annual Report pursuant to Section 129 of the Companies Act 2013 and Rules madethereunder in prescribed From AOC-1 and hence not repeated here for the sake of brevity.
EVENT OCCURRED BETWEEN THE END OF FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIALSTATEMENTS RELATE AND THE DATE OF THE REPORT
Goldiam HK Associate Company on March 2 2017 reduced its Equity Share Capital andconsequentially your Company will receive in aggregate of US $ 5752562.05 (HKD 4487044/-)as consideration of reduction of Capital however the post reduction shareholding of yourCompany in Associates company remains the same i.e. 49.93%.
EXTRACT OF ANNUAL RETURN:
As required pursuant to section 92(3) of the Companies Act 2013 and rule 12(1) of theCompanies (Management and Administration) Rules 2014 an extract of the Annual Return inform MGT-9 is annexed herewith as Annexure A.
MEETING OF THE BOARD:
During the year four Board meetings were held the details of which are given in theCorporate Governance Report.
INDEPENDENT DIRECTORS DECLARATION
The Independent Directors have submitted the Declaration of Independence as requiredpursuant to Section 149 of the Companies Act 2013 and provisions of the ListingRegulations stating that the they meet the criteria of independence as provided therein.
In compliance with the Companies Act 2013 and
Regulation 17 of the Listing Regulations the performance evaluation of the Board andits Committees were carried out during the year under review. The evaluation was made inthe overall context of the effectiveness of the Board and the respective Committees inproviding guidance to the operating management of the Company level of attendance in theBoard/ Committee meetings constructive participation in the discussion on the agendaitems effective discharge of the functions and roles of the Board/ Committees. A detaileddiscussion followed on the basis of the aforesaid criteria and the Board collectivelyagreed that the Board and all its Committees fulfilled the above criteria and positivelycontributed in the decision making process at the Board/ Committee level.
The Board has evaluated the performance of the individual directors on the basis ofevaluation criteria specified in the Nomination and Remuneration policy of the Company. Amember of the Board/Committee did not participate in the discussion of his/her evaluation.
NOMINATION AND REMUNERATION POLICY
The Company follows a Policy on appointment and Remuneration of Directors and SeniorManagement Employees. The Policy is approved by the Nomination & RemunerationCommittee and the Board. The main objective of the said policy is to ensure that the leveland composition of remuneration is reasonable and sufficient to attract retain andmotivate the DirectorsKMP and senior management employees. The said Policy also lay downcriteria for determining qualifications positive attributes independence of a Directorand other matters provided under sub-section (3) of section 178 is appended as Annexure Bto this Report.
FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS
The familiarization programme aims to provide Independent Directors with the Jewelleryindustry scenario the socio-economic environment in which the Company operates thebusiness model the operational and financial performance of the Company significantdevelopment so as to enable them to take well informed decisions in a timely manner. Thefamiliarization programme also seeks to update the directors on the rolesresponsibilities rights and duties under the act and other statutes.
The policy on Company's familiarization programme for Independent Directors is postedon the Company's website at www.goldiam.com.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
The Board of Directors based on the recommendation of the Nomination and RemunerationCommittee appointed Mr. Pannkaj C Ghadiali (DIN 00003462) as Additional Director w.e.f.November 12 2016 in terms of Section 161 of the Companies Act 2013 he holds office upthe date of the Thirtieth Annual General Meeting. The Board of Directors recommended foryour approval to appointment Mr. Pannkaj C Ghadiali as Independent Director for 5 yearsw.e.f. November 12 2016.
RESIGNATION AND RE-APPOINTMENTS
Mr. Rajesh G. Kapadia resigned from the Board due to his indifferent health andconsequently ceased to be the
Chairman/Member of the Audit Committee of the Board with effect from August 16 2016and Mrs. Ami R. Bhansali resigned from the Board due to pre-occupations with effect fromMay 27 2016. The Directors place on record their deep sense of appreciation for thevaluable services rendered by Late Mr. Rajesh G. Kapadia and Mrs. Ami R. Bhansali duringtheir tenure as a Director of the Company. The tenure of Dr. R. Srinivasan as anIndependent Director will expire at 30th Annual General Meeting of the Company andintimation of notice has been received from Dr. R. Srinivasan for his re-appointment.
As per the provisions of the Companies Act 2013 and the Articles of Association of theCompany Mr. Manhar R. Bhansali (DIN 00058699) Chairman and NED retires at the ensuingAnnual General Meeting and being eligible offers himself for re-appointment.
DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to the requirement under section 134(5) of the Companies Act 2013 withrespect to Directors'
Responsibility Statement it is hereby confirmed that:
(i) in the preparation of the annual accounts for the financial year ended March 312017 the applicable accounting standards have been followed along with properexplanations relating to material departures;
(ii) the directors have selected such accounting policies and applied themconsistently except for the change in accounting policies stated in notes to the accountsand judgments and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company as on March 31 2017 and of the statement ofprofit and loss and cash flow of the Company for the period ended March 31 2017;
(iii) proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;
(iv) the directors have prepared the annual accounts on a going concern basis;
(v) proper internal financial controls to be followed by the Company has been laid downand that such internal financial controls are adequate and were operating effectively; and
(vi) proper systems to ensure compliance with the provisions of all applicable laws hasbeen devised and that such systems are adequate and operating effectively.
Information required under Section 197(12) of the Companies Act 2013 read withCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 and formingpart of this Directors' Report for the year ended March 31 2017 is given in Annexure C.
RELATED PARTY TRANSACTIONS:
All the related party transactions are entered on an arm's length basis in theordinary course of business and are in compliance with applicable provisions of theCompanies Act 2013 and the Listing Regulations. All Related Party Transactions are placedbefore the Audit Committee. Prior omnibus approval of the Audit Committee is obtained forrelated party transactions which are foreseen and repetitive in nature and thetransactions entered into pursuant to the omnibus approval so granted are placed beforethe Audit Committee for reviewing on a quarterly basis. There are no materiallysignificant made by the Company with Promoters Directors or Key Managerial Personneletc. which may have potential conflict with the interest of the Company at large or whichwarrants the approval of the shareholders. Accordingly no transactions are being reportedin Form AOC-2 in terms of section 134 of the Act read with Rule 8 of the Companies(Accounts) Rules 2014. However the details of the transactions with Related Party areprovided in the Company's financial statements in accordance with the AccountingStandards.
The policy on Related Party Transactions as approved by the Board is uploaded on theCompany's website http:// www.goldiam.com/download/policy/Policy%20on%20Related%20Party%20Transaction.pdf. None of the Directors have any pecuniary relationshipsor transactions vis--vis the Company.
1. Details of contracts or arrangements or transactions not at arm's length basis: Nil
2. Details of material contracts or arrangement or transactions at arm's length basis:
|Name(s) of the related party and nature of relationship ||Nature of contracts/ arrangement/ transactions ||Duration of the contracts / arrangements/ transactions ||Salient terms of the contracts or arrangements or transactions including the value if any: ||Date(s) of approval by the Board if any: ||Amount paid as advances if any: |
|Goldiam USA Inc. (Wholly Owned Subsidiary) ||Sale and Purchase ||5 years ||Value of the contract is Rs200 Crores ||N.A ||N.A |
Note: Audit Committee has granted omnibus approval for the related partytransaction to be entered with Goldiam USA Inc. at the meeting of Committee held on May27 2014.
AUDITORS i. AUDITORS AND THEIR REPORT
Under Section 133 of the Companies Act 2013 and rules made thereunder it is mandatoryto rotate the statutory auditors on completion of the maximum term permitted under thesaid section. The Audit Committee of the Company has proposed on May 26 2017 and theBoard of Directors of the Company has recommended the appointment of Messrs J.D. Zatakia& Co. Chartered Accountants registered with the Institute of Chartered Accountants of
India (ICAI) vide registration number 111777W as statutory auditors of the Company.Messrs J.D. Zatakia & Co. will hold office for a period of five consecutive yearsfrom the conclusion of the 30th Annual General Meeting scheduled to be held on September27 2017 till conclusion of 35th Annual
General Meeting to be held in the year 2022 subject to approval of the shareholders ofthe Company. M/s. Pulindra Patel & Co. Chartered Accountants having registrationnumber FRN No.115187W Mumbai retire at the forthcoming Annual General Meeting. Reportsissued by the Statutory Auditors on the financial statement for the financial year endedMarch 31 2017 do not contain any qualification reservation or adverse remark ordisclaimer and is part of the Annual Report.
ii. SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT
The Board has appointed M/s. R.N. Shah & Associates Company Secretaries inWhole-time Practice to carry out Secretarial Audit under the provisions of section 204 ofthe Companies Act 2013 for the financial year 2016-17. The report of the secretarialAuditor is annexed to this report as Annexure D. The report does not contain anyqualification.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE COURTS OR REGULATORS
There have been no significant and material orders passed by the courts or regulatorsor tribunals impacting the going concern status and Company's operations.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO:
The information on conservation of energy technology absorption and foreign exchangeearnings and outgo stipulated under Section 134(3)(m) of the Companies Act 2013 read withRule 8 of the Companies (Accounts) Rules 2014 is annexed herewith as Annexure E.
RISK MANAGEMENT POLICY AND ITS IMPLEMENTATION
Risk management has always been an integral part of the corporate strategy whichcomplements the organizational capabilities with business opportunities robust planningand execution.
In line with the new regulatory requirements the Company has formally framed a RiskManagement Policy to identify assess monitor and mitigate various risks to key businessobjectives. Major risks identified by the businesses and functions are systematicallyaddressed through mitigating actions on a continuing basis. These are discussed at themeetings of the Audit Committee and the Board of Directors of the Company.
INTERNAL FINANCIAL CONTROLS
The Company has in place adequate internal financial controls with reference tofinancial statements. Periodic audits are undertaken on a continuous basis covering allthe operations i.e. manufacturing sales & distribution marketing finance etc.Reports of internal audits are reviewed by management and Audit Committee from time totime and desired actions are initiated to strengthen the control and effectiveness of thesystem.
CORPORATE SOCIAL RESPONSIBILITY
Pursuant to the provisions of Section 135 of the Companies Act 2013 the Companies(Corporate Social
Responsibility) Rules 2014 and the various notifications/ circulars issued by theMinistry of Corporate Affairs the Company has contributed an amount of Rs26.10 lakhstowards CSR activities the Company has undertaken projects in the area of animal welfarein accordance with Schedule VII of the Companies Act 2013 with the help of otherregistered trust namely "Shree Sumati Jeev Raksha Kendra undertaking"Jeevdaya" project.
The content of CSR policy of the Company and detailed report on CSR activitiesincluding amount spent is given in Annexure F.
PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:
The Company has in place an Anti Sexual Harassment Policy in line with the requirementsof Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act2013. An Internal Committee has been set up to redress the complaints received regardingsexual harassment at workplace. All employees including trainees are covered under thispolicy.
The following is the summary of sexual harassment complaints received and disposed offduring the current financial year:-
|1. Number of Complaints received ||: Nil |
|2. Number of Complaints disposed off ||: Nil |
VIGIL MECHANISM/WHISTLE BLOWER POLICY:
The Board of Directors of Goldiam International Limited are committed to maintain thehighest standard of honesty openness and accountability and recognize that employees haveimportant role to play in achieving the goal. Further the your Board is in believe thatthe employees should be able to raise complaints concerning questionable accountingpractices internal accounting controls or auditing matters or concerning the reporting offraudulent financial information etc. free of any discrimination retaliation orharassment for which the Board has established a Whistle Blower Policy which encouragedthe employees to report their genuine concerns and questionable accounting practices toMr. Ajay M. Khatlawala Chairman of Audit Committee through email or by correspondencethrough post. Further details are available on the company's website www.goldiam.com.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
In terms of the provisions of Regulation 34(2)(e) of SEBI Listing Regulations theManagement's discussion and analysis is set out in this Annual Report.
REPORT ON CORPORATE GOVERNANCE:
Your Company continue to imbibe and emulate the best corporate governance practicesaimed at building trust among all stakeholders- shareholders employees customerssuppliers and others. Your Company believes that fairness transparency responsibilityand accountability are the four key elements of corporate governance. The Company hascomplied with the corporate governance requirements under the Companies Act 2013 and asstipulated under the listing regulations. A separate section on corporate governance underthe listing regulations along with a certificate from the Company's Auditor confirmingcompliance is annexed and forms an integral part of this Annual Report.
Your Directors express their appreciation for the sincere cooperation and assistance ofCentral and State Government authorities bankers customers suppliers and businessassociates. Your Directors also wish to place on record their deep sense of appreciationfor the committed services by your Company's employees. Your Directors acknowledge withgratitude the encouragement and support extended by our valued shareholders.
|For and on behalf of the Board of Directors ||Sd/- |
| ||Manhar R. Bhansali |
|Place: Mumbai ||Chairman |
|Dated: May 26 2017 ||(DIN 00058699) |
ANNEXURE - B
NOMINATION AND REMUNERATION POLICY
This policy has been formulated by the Nomination & Remuneration Committee andapproved & adopted by the Board of Directors.
2. OBJECTIVE OF THE COMMITTEE:
The Committee shall: a. Formulate the criteria for determining qualifications positiveattributes and independence of a director and recommend to the Board a policy relating tothe remuneration of Directors key managerial personnel and other employees. b. Formulateof criteria for evaluation of Independent Director and the Board. c. Devise a policy onBoard diversity. d. Identify persons who are qualified to become Director and persons whomay be appointed in Key Managerial and Senior Management positions in accordance with thecriteria laid down in this policy. e. Recommend to the Board appointment and removal ofDirector KMP and Senior Management Personnel.
3.1 Board means Board of Directors of the Company. 3.2 Director meansDirectors of the Company.
3.3 Committee means Nomination and Remuneration Committee of the Company asconstituted or reconstituted by the Board from time to time.
3.4 Company means Goldiam International Limited.
3.5 Independent Director means Independent Director as provided under clause 49of the Listing Agreement and/ or under section 149 of the Companies Act 2013.
3.6 Key Managerial Personnel means Key Managerial Personnel as defined underSection 2(51) of the Companies Act 2013.
3.7 Senior Management The expression senior management'' meanspersonnel of the company who are members of its core management team excluding Board ofDirectors comprising all members of management one level below the executive directorsincluding the functional heads.
3.8 Subsidiary Company means Subsidiary Company as defined 2013.
Unless the context otherwise requires words and expressions used in this policy andnot defined herein but defined in the Companies Act 2013 or rules made thereunder as maybe amended from time to time shall have the meaning respectively assigned to them therein.
4. GENERAL APPOINTMENT CRITERIA:
4.1 The Committee shall consider the ethical standards of integrity and probityqualification expertise and experience of the person for appointment as Director KMP orat Senior Management level and accordingly recommend to the Board his / her appointment.
4.2 The Company should ensure that the person so appointed as Director/ IndependentDirector/ KMP/ Senior
Management Personnel shall not be disqualified under the Companies Act 2013 rulesmade thereunder
Listing Agreement or any other enactment for the time being in force.
4.3 The Director/ Independent Director/ KMP/ Senior Management Personnel shall beappointed as per the procedure laid down under the provisions of the Companies Act 2013rules made thereunder Listing Agreement or any other enactment for the time being inforce.
5. ADDITIONAL CRITERIA FOR APPOINTMENT OF INDEPENDENT DIRECTORS:
The appointment of Independent director shall be governed as per the provisions ofclause 49 of the Listing Agreement (as amended from time to time) and the Companies Act2013.
6. TERM / TENURE:
The Term / Tenure of the Directors shall be governed as per provisions of the CompaniesAct 2013 and rules made thereunder as amended from time to time and as per the listingagreement.
Due to reasons for any disqualification mentioned in the Companies Act 2013 rulesmade thereunder or under any other applicable Act rules and regulations or any otherreasonable ground the Committee may recommend to the Board for removal of a Director KMPor Senior Management Personnel subject to the provisions and compliance of the said Actrules and regulations.
8. CRITERIA FOR EVALUATION OF INDEPENDENT DIRECTOR AND THE BOARD:
Following are the Criteria for evaluation of performance of executive directorsnon-executive directors (including Independent Directors) and the Board (includingCommittees):
8.1 Executive Directors:
The Executive Directors shall be evaluated on the basis of performance of the Companytargets/Criteria as may be given to executive Directors by the board from time to time.
The Independent Directors shall take the views of the executive directors andnon-executive directors to review the performance of the Chairman of the Company.
8.2 Non -Executive Directors (including Independent Directors):
The Non Executive Directors (including Independent Directors) shall be evaluated on thebasis of the following criteria i.e. whether they:
a. act objectively and constructively while exercising their duties;
b. exercise their responsibilities in a bona fide manner in the interest of the Companyand various stakeholders;
c. devote sufficient time and attention to their professional obligations for informedand balanced decision making;
d. do not abuse their position to the detriment of the Company or its Shareholders orfor the purpose of gaining direct or indirect personal advantage or advantage for anyassociated person;
e. refrain from any action that would lead to loss of his independence (in case ofindependent director).
f. inform the Board immediately when they lose their independence (in case ofindependent director).
g. assist the company in implementing the best corporate governance practices.
h. strive to attend all meetings of the Board of Directors and the Committees;
i. participate constructively and actively in the committees of the Board in which theyare chairpersons or members;
j. strive to attend the general meetings of the Company
k. keep themselves well informed about the Company and the external environment inwhich it operates;
l. moderate and arbitrate in the interest of the company as a whole in situations ofconflict between management and shareholder's interest.
m. abide by Company's Memorandum and Articles of Association Company's policies andprocedures including code of conduct insider trading guidelines etc.
n. provide various directions in the best interest of the Company on key issues Apartfrom aforesaid criteria the Non-Executive Directors (including Independent Directors)shall be evaluated on any other criteria as the Board/Committee/Independent Directors asthey deemed proper from time to time.
8.3 Board (Including Various Committees):
The Board (including various committees) shall be evaluated on the basis of thefollowing criteria i.e. whether:
a. the Board Ensure the integrity of financial information and robustness of financialand other controls.
b. the Board oversees the management of risk and review the effectiveness of riskmanagement process.
c. the Board of directors works as a team.
d. the Board is robust in taking and sticking to decisions.
e. the Board as a whole up to date with latest developments in the regulatoryenvironment and the market.
f. sufficientboard and committee meetings of appropriate length being held to enableproper consideration of issues.
g. the relationships and communications with shareholders are well managed.
h. the relationships and communications within the board constructive.
i. all directors are allowed or encouraged to participate fully in board discussions.
j. the board take the Initiative to maintain moral value of the Company
k. the board contribute to enhance overall brand image of the Company Apart fromaforesaid criteria the Board (including Committees) shall be evaluated on any othercriteria as the Board/Committee/Independent Directors as they deemed proper from time totime.
9. POLICY ON BOARD DIVERSITY:
The appointment of director(s) on the Board should be based on merit that complementsand expands the skills experience and expertise of the Board as a whole taking intoaccount gender age professional experience and qualifications educational backgroundand any other factors that the Board might consider relevant and applicable from time totime towards achieving a diverse Board.
The Nomination & Remuneration Committee is (among other things) responsible forreviewing the structure size and composition of the Board and the appointment of newdirectors of the Company from time to time to ensure that it has a balanced composition ofskills experience and expertise appropriate to the requirements of the business of theCompany with due regard to the benefits of diversity on the Board.
10.1 The Committee will recommend the remuneration to be paid to the Managing DirectorWhole-time Director KMP and Senior Management Personnel to the Board for their approval.
The level and composition of remuneration so determined by the Committee shall bereasonable and sufficient to attract retain and motivate directors Key ManagerialPersonnel and Senior Management of the quality required to run the company successfully.The relationship of remuneration to performance should be clear and meet appropriateperformance benchmarks. The remuneration should also involve a balance between fixed andincentive pay reflecting short and long-term performance objectives appropriate to theworking of the company and its goals.
10.2 Director/ Managing Director
Besides the above Criteria the Remuneration/ compensation/ commission etc. to be paidto Director/ Managing Director etc. shall be governed as per provisions of the CompaniesAct 2013 and rules made thereunder as may be amended from time to time or any otherenactment for the time being in force. 10.3 Non executive Independent Directors The Non-Executive Independent Director may receive remuneration by way of sitting fees as decidedby the Board from time to time for attending meetings of Board or Committee thereof;Provided that the amount of such fees shall not exceed the ceiling/ limits as providedunder Companies Act 2013 and rules made thereunder as may be amended from time to time orany other enactment for the time being in force; 10.4 KMPs / Senior Management Personneletc.
The Remuneration to be paid to KMPs/ Senior Management Personnel shall be based on theexperience qualification and expertise of the related personnel and governed by thelimits if any prescribed under the Companies Act 2013 and rules made thereunder as maybe amended from time to time or any other enactment for the time being in force.
10.5 Other employees:
Without prejudice to what is stated in para 10.1 to 10.4 the remuneration to be paidto the other employees shall be decided by the management of the Company based on theexperience qualification expertise of the employees or any other criteria as may bedecided by the Management.
11. SUCCESSION PLANNING
The Nomination & Remuneration Committee shall work with the Board on the leadershipsuccession plan and shall also prepare contingency plans for succession in case of anyexigencies.
ANNEXURE - C
Disclosure pursuant to Section 197(12) of the Companies Act 2013 read with rule 5(1)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.
1. Ratio of the remuneration of each director to the median remuneration of theemployees of the company for the financial year:
|Median remuneration of all the employees of the Company for the Financial Year 2017 (Amount in Rs) ||203880 |
|Number of permanent employees on the rolls of the Company as on March 31 2017 ||40 |
|Name of Director ||Ratio of remuneration to median remuneration of all employees ||% increase in remuneration in the Financial Year 2016-17 |
|Vice-Chairman & Managing Director || || |
|Mr. Rashesh M. Bhansali ||58.86 ||- |
Notes: a. The ratio of remuneration to the median remuneration is based on theremuneration paid during the period April 1 2016 to March 31 2017.
b. The Company has not paid any remuneration to its Non Executive and IndependentDirectors except sitting fees for attending Board and Board Committees meeting.
2. The percentage increase in remuneration of each director Chief Financial OfficerChief Executive Officer Company Secretary or Manager if any in the financial year:
|Name of Director/KMP ||% increase in remuneration in the Financial Year 2016-17 |
|Mr. Pankaj Parkhiya Company Secretary ||16 |
|Ms. Darshana J. Patel CFO ||100 |
3. Percentage increase/decrease in the median remuneration of employees in theFinancial Year 2016-17:
|MedianremunerationinFinancialYear2015-16 ||MedianremunerationinFinancialYear2016-17 ||% Increase |
|Rs 162541 ||Rs 203880 ||20.28 |
4. Average percentile increase already made in the salaries of employees other than themanagerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in the managerial remuneration: The averagepercentile increase in the salaries of the employees other then the managerial person is3.19% while percentile increase in the Managerial Remuneration is Nil. Average increase inthe remuneration of the employees other than the Managerial Personnel and that of theManagerial Personnel is in line with the industry practice and is within the normal range
5. Affirmation that the remuneration is as per the remuneration policy of the company:Remuneration paid during the year ended March 31 2017 is as per Remuneration policy ofthe Company. 6. The information required under section 197 of the Act read along with rule5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014including any statutory amendments modifications if any are given below:
Remuneration of top ten employees of the Company:-
|Employee Name ||Designation ||Nature of Employment whether contractual or otherwise ||Educational Qualification ||Age ||Experience (in years) ||Date of joining ||Gross Remuneration paid (in Rs. Lakhs) ||Previous Employment and Designation ||% of Equity held by employee in the Company within the meaning of Clause (iii) of Sub- rule 2 ||Whether any such employee is a relative of any director or manager of the Company and if so name such director/ manager |
|Nishith M. Shah Geetanjali S. Moily ||Diamond Buyer Merchandiser ||Permanent Contractual ||B.com ||46 ||24 Years ||01/05/2012 ||22.60 ||Manager Assorting ||141027 ||NA |
| || || || || || || || || || || |
| || || ||Diploma in Jewellery Designing ||49 ||27 Years ||17/10/2014 ||21.39 ||Gemesis lab created Diamonds (Merchandiser) ||- ||NA |
|Bipin D. Patel Jinesh K. Mehta Pamir B. Bhavsar ||Prod. Manager Diamond Buyer Manager Assorting ||Permanent ||undergraduate ||50 ||30 Years ||01/05/2010 ||10.72 ||Prod. Manager ||3090 ||NA |
| || || || || || || || || || || |
| || ||Contractual Contractual ||B.com ||44 ||25 Years ||01/01/2009 ||10.05 ||Manager Assorting ||803 ||NA |
| || || || || || || || || || || |
| || || ||H.S.C. ||42 ||23 years ||03/02/2016 ||9.48 ||Shrenuj & co.(Sr. Manager Diamond Dept.) ||- ||NA |
|Seema B. Meghani ||Hardware Manager ||Contractual ||Diploma in Electronics Engineering ||50 ||10 Years ||01/04/2015 ||9.31 ||PCS Ltd (Sr. Hardware Specialist) ||21705 ||NA |
|Bhavesh S. Meghani ||Manager Works ||Permanent ||B.com ||54 ||30 Years ||01/01/2010 ||9.00 ||Goldiam (Manager Works) ||26723 ||NA |
|Ashish M. Patel ||It Manager ||Contractual ||B.com ||42 ||18 Years ||19/12/2013 ||8.49 ||Tara Jewels ltd (I.T. Manager) ||1 ||NA |
| || || || || || || || || || || |
|Pankaj J. Parkhiya ||Company Secretary & Compliance Officer ||Permanent ||C.S. LLB T.Y.B.com ||29 ||5 years ||10/08/2015 ||7.91 ||The Ruby Mills Ltd. (CS & Compliance Officer) ||- ||NA |
|Darshana J. Patel ||Chief Financial Officer ||Permanent ||C.A. T.Y.B.com ||29 ||6 years ||01/01/2013 ||7.48 ||M/s.Rex & George (Sr. Accountant) ||1 ||NA |
None of the employee has received remuneration exceeding the limit as stated in rule5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.
To The Members
GOLDIAM INTERNATIONAL LIMITED
Gems & Jewellery Complex M I D C SEEPZ Mumbai-400096.
Our report of even date is to be read along with this letter.
1. Maintenance of Secretarial record is the responsibility of the management of theCompany. Our Responsibility is to express an opinion on these secretarial records based onour audit.
2. We have followed the audit practices and processes as were appropriate to obtainreasonable assurance about the correctness of the contents of the Secretarial records. Theverification was done on test basis to ensure that correct facts are reflected insecretarial records. We believe that the processes and practices we followed provide areasonable basis for our opinion.
3. We have not verified the correctness and appropriateness of financial records andBooks of Accounts of the company.
4. Where ever required we have obtained the Management representation about thecompliance of laws rules and regulations and happening of events etc.
5. The compliance of the provisions of Corporate and other applicable laws rulesregulations standards is the responsibility of management. Our examination was limited tothe verification of procedures on test basis.
6. The Secretarial Audit report is neither an assurance as to the future viability ofthe company nor of the efficacy or effectiveness with which the management has conductedthe affairs of the Company.
| ||For R. N. Shah & Associates |
| ||Company Secretaries |
|Place: Mumbai ||(Rajnikant N. Shah) |
|Date: May 26 2017 ||Proprietor |
| ||FCS NO: 1629 |
| ||C P NO: 700 |
ANNEXURE - E
Information under Section 134(3)(m) of the Companies Act 2013 read with rule 8(3) theCompanies (Accounts) Rules 2014 and forming part of the Report of the Directors (A)Conservation of energy-
Energy conservation continues to receive priority attention at all levels. All effortsare made to conserve and optimize use of energy with continuous monitoring improvement inmaintenance and distribution systems and through improved operational techniques.
The steps taken or impact on Conservation of energy
Following measures are continuously undertaken to conserve energy during the year underreport:-
Use of maximum day lights
Running all machines at optimum speeds
Regular servicing of compressor transformers and air-conditioners
Energy Conservation Measures for utilization of alternate sources of energy
Energy optimization by installing Energy Efficient Lights
Energy optimization by reducing idle time of various equipment
The Capital investment on energy conservation equipment
Conservation of energy is a continuous process and the expenditure is notspecifically earmarked for the same and is debited to the generally manufacturingexpenses.
Additional investment and Proposals if any being implemented for reduction ofconsumption of energy:
Very old machines to be replaced by high speed machinery
Regular preventive maintenance measures to keep machines working effectively for longertime
(B) Technology Absorption and Innovation
Efforts made towards technology absorption adaptation & innovation:
The Company endeavors to keep itself abreast with the technical developmentsinnovations and trends in its line of business and constantly strives to incorporate thesame in manufacturing jewellery.
Encouraging Technical staff to attend seminars conference and exhibitions to acquireand adopt latest technology. Subscribing to Technical magazines and inviting foreignexpert for training to staff
Adoption of high end technology
Benefit derived as a result of above
In case of imported technology (imported during the last three years reckoned from thebeginning of the financial year)-
|(a) Technology imported; ||The Company has not imported any technology |
|(b) Year of import; || |
|(c) Has technology been fully absorbed; || |
|(d) If not fully absorbed areas where absorption has not taken place and the reasons thereof || |
Specification areas in which R & D carried out by the Company
New product Development keeping in mind green concepts.
Shortening process cycle for achieving Standardization.
Creating novel product concept and fashions.
Process standardization for consistent quality meeting customer requirements.
Benefits derived as a result of the above R & D
Reduction in energy consumption and wastages
Improvement in product marketability and business viability through consistentquality lower cost and new products.
Meeting customer needs and in turn increased customer satisfaction.
Future plan of action
Increasing range of products.
Development of new export and local markets
Reduction of energy consumption
Adopting more and more environ friendly process
Expenditure on R & D
R&D is a continuous process and the expenditure is not specificallyearmarked for the same and is debited to the generally manufacturing expenses.
(C) Foreign exchange earnings and Outgo-
The Company's main line of business is manufacturing and exporting studded goldJewellery. The Company has achieved Export Turnover of Rs 13842.20 lakhs during the yearunder report 2016-2017 as compared to Rs13185.46 lakhs in the previous year 2015-2016.
| || ||(Rs in lakhs) |
|Particulars ||2016-2017 ||2015-2016 |
|1 Foreign Exchange Earned || || |
|Export of Goods of F.O.B basis ||13726.47 ||13079.93 |
|2 Outgo of Foreign Exchange || || |
|i) Raw Materials ||4219.49 ||4444.41 |
|ii) Consumable Store ||11.66 ||13.64 |
|iii) Capital Goods ||24.52 ||26.40 |
|iv) Foreign Travels ||8.76 ||16.98 |
|v) Others ||20.63 ||71.69 |
|vi) Dividend ||54.00 ||94.50 |