BOARD OF DIRECTORS REPORT
Your Directors have pleasure in presenting their Twenty Ninth Annual Report on theaffairs of the Company together with the Audited Statement of Accounts for the year endedMarch 31 2016.
( Rs. in Lakhs)
|Particulars ||Current Year ||Previous Year |
| ||31.03.2016 ||31.03.2015 |
|Sales for the year ||13185.47 ||11894.27 |
|Profit before Interest & || || |
|finance charges depreciation || || |
|& taxation ||2142.86 ||1651.70 |
|Less: Interest & finance ||52.21 ||62.15 |
|Charges || || |
|Operating profit before ||2090.65 ||1589.55 |
|depreciation & taxation || || |
|Less: Depreciation ||194.99 ||235.42 |
|amortization & impairment || || |
|of asset || || |
|Profit before Exceptional ||1895.66 ||1354.13 |
|Items || || |
|Add: Exceptional Items ||- ||75.70 |
|Profit before taxation ||1895.66 ||1429.83 |
|Current Tax & Prior Year ||370.02 ||300.75 |
|Deferred Tax Liability ||6.74 ||13.67 |
|Profit after taxation ||1532.38 ||1115.41 |
|Add: Balance brought ||9745.22 ||9070.65 |
|forward || || |
|Profit available for ||11277.60 ||10186.06 |
|appropriation || || |
|Less: Appropriation: || || |
|Transfer to General Reserve ||0.00 ||0.00 |
|Interim Dividend ||498.92 ||0.00 |
|Tax on Interim Dividend ||97.42 ||0.00 |
|Proposed Dividend ||124.73 ||374.19 |
|Provision for Tax on ||122.81 ||66.66 |
|Proposed Dividend || || |
|Balance carried forward to ||10531.14 ||9745.21 |
|Balance Sheet || || |
OPERATION STATE OF AFFAIRS AND INTERNAL CONTROL
The Company achieved a consolidated turnover of Rs. 33002.81 lakhs as compared to Rs.32155.53 lakhs in the previous year thereby registering a growth of approximately 2.63%over previous year. The consolidated Profit before tax and exceptional items were Rs.4181.64 lakhs as against Rs. 2774.17 lakhs of the previous year registering a growth ofapproximately 50.73% over previous year. The consolidated Profit after tax stood at Rs.3300.97 lakhs as compared to the profit of Rs. 2184.82 lakhs in the previous year.
The Company has achieved a standalone turnover of Rs. 13185.46 during the FY 2015-2016as compared to Rs. 11894.27 lakhs during the previous year thereby registering a growth ofapproximately 10.86% over previous year. The standalone profit after tax of the
Company increased by 37.38% from Rs. 1115.41 lakhs to Rs. 1532.38 lakhs in the currentyear.
Cash and cash equivalent as at March 31 2016 was Rs. 2381.36 Lakhs. The Companycontinues to focus on judicious management of its working capital. Receivablesinventories and other working capital parameters were kept under strict check throughcontinuous monitoring.
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 Accounting
Standards. The audited consolidated financial statements together with AuditorsReport form part of the Annual Report.
The Company paid an interim dividend of 20% ( Rs. 2/- per share) during the years. Inview to conserve resources for the future requirements the Directors have recommended afinal dividend of 5% ( Rs. 0.50 per share). Thus the aggregate dividend for the year2015-2016 is 25% ( Rs. 2.50 per share) and the total payout will be
Rs. 746.46 lakhs including dividend distribution tax of
Rs. 122.81 lakhs.
TRANSFER TO RESERVE
The Company does not proposes to make any transfer to reserves.
The paid up equity share capital as on March 31 2016 was Rs. 2494.60 lakhs. During theyear under review the
Company has not issued shares with differential voting rights nor granted stock optionsnor sweat equity. As on March 31 2016 following Executive Non-Executive and IndependentDirectors of the Company holds equity shares in the Company as 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 2016 the Company has 126200 unclaimed equity shares of Rs. 10/- 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 voting rights in respect of these shareswould remain frozen till the rightful owners claims it as per the procedure laid downunder the Listing Regulations.
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 41 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 and Associate Company is annexed to this AnnualReport pursuant to Section 129 of the Companies Act 2013 and Rules made thereunder inprescribed From AOC-1 and hence not repeated here for the sake of brevity.
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 ListingRegulations the performance evaluation of the Board and its Committees were carried outduring the year under review.
The evaluation was made in the overall context of the effectiveness of the Board andthe respective Committees in providing guidance to the operating management of theCompany level of attendance in the Board/ Committee meetings constructive participationin the discussion on the agenda items effective discharge of the functions and roles ofthe Board/ Committees. A detailed discussion followed on the basis of the aforesaidcriteria and the Board collectively agreed that the Board and all its Committees fulfilledthe above criteria and positively contributed 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
& Remuneration Committee and the Board. The main objective of the said policy is toensure that the level and composition of remuneration is reasonable and sufficient toattract retain and motivate the Directors
KMP and senior management employees. The said
Policy also lay down criteria for determining qualifications positive attributesindependence of a Director and other matters provided under sub-section (3) of section178 is appended as Annexure B to 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 Companys familiarization programme for Independent Directors isposted on the Companys website at www.goldiam.com.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
The Board of Directors based on the recommendation of the Nomination and RemunerationCommittee appointed Ms. Tulsi R. Bhansali (DIN 06905143) as an Additional Director w.e.f.August 12 2016 and Mr. Pankaj J. Parkhiya as Company Secretary and Compliance Officer ofthe Company w.e.f. August 10 2015.
During the year Mr. Manish Raval has resigned from the post of Company Secretary andCompliance Officer w.e.f. April 18 2015 further Ms. Jinal Shah was appointed asCompliance Officer for the period from April 19 2015 to August 9 2015.
RESIGNATION AND RE-APPOINTMENTS
Mrs. Ami R. Bhansali resigned from the post of the Non-Executive Director of theCompany due to some personal reason and certain other pre-occupations w.e.f. May 27 2016after conclusion of the Board Meeting held on the same day. The Board placed on record itsappreciation for the valuable services rendered by Mrs. Ami R. Bhansali. As per theprovisions of the Companies Act 2013 and the Articles of Association of the Company Mr.Rashesh M. Bhansali (DIN: 00057931) Director retires at the ensuing Annual GeneralMeeting 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: related party
(i) in the preparation of the annual accounts for the financial year ended March 312016 the applicable accounting standards have been followed along with properexplanations relating to material departures; (ii) the directors have selected suchaccounting policies and applied them consistently except for the change in accountingpolicies stated in notes to the accounts and judgments and estimates that are reasonableand prudent so as to give a true and fair view of the state of affairs of the Company ason
March 31 2016 and of the statement of profit and loss and cash flow of the Company forthe period ended March 31 2016;
(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 Board Report for the year ended March 31 2016 is given in Annexure C.
RELATED PARTY TRANSACTIONS:
All the related party transactions are entered on an arms 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 transactions made by the Company with Promoters Directors or Key ManagerialPersonnel etc. which may have potential conflict with the interest of the Company atlarge or which warrants the approval of the shareholders. Accordingly no transactions arebeing reported in Form AOC-2 in terms of section 134 of the Act read with Rule 8 of theCompanies (Accounts) Rules 2014. However the details of the transactions with RelatedParty are provided in the Companys financial statements in accordance with theAccounting Standards.
The policy on Related Party Transactions as approved by the Board is uploaded on theCompanys website http:// www.goldiam.com/download/policy/Policy%20on%20Related%20Party%20Transaction.pdf. None of the Directors has any pecuniary relationshipsor transactions vis--vis the Company.
1. Details of contracts or arrangements or transactions not at arms length basis:Nil
2. Details of material contracts or arrangement or transactions at arms lengthbasis:
|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 ||Sale and Purchase ||5 years ||Value of the contract is Rs. 200 Crores ||N.A ||N.A |
|Subsidiary) || || || || || |
Note: Audit Committee had granted omnibus approval for the related partytransaction to be entered with Goldiam USA Inc. at the meeting of Committee held on May27 2014.
AUDITORS AND THEIR REPORT
M/s. Pulindra Patel & Co. Chartered Accountants having registration number FRNNo.115187W were appointed as Statutory Auditors of your Company at the 27th Annual GeneralMeeting held on September 30 2014 for a term of three consecutive years. As per theprovisions of Section 139 of the Companies Act 2013 the appointment of Auditors isrequired to be ratified by Members at every Annual General Meeting.
The Report given by the Auditors on the financial statements of the Company is part ofthe Annual Report. There has been no qualification reservation adverse remark ordisclaimer given by the Auditors in their Report.
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 2015-16.
The report of the secretarial Auditor is annexed to this report as Annexure D. Thereport does not contain any qualification.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE COURTS OR REGULATORS
Except as stated elsewhere about passing of Order by the Competition appellateTribunal there have been no or significant regulators or tribunals impacting the goingconcern status and Companys 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 formallyframed a Risk Management Policy to identify assess monitor and mitigate various risks tokey business objectives. Major risks identified by the businesses and functions aresystematically addressed through mitigating actions on a continuing basis. These arediscussed at the meetings of the Audit Committee and the Board of Directors of theCompany.
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 approximately Rs.26.10 lakhs towards CSR activities the Company has undertaken projects in the area ofanimal welfare promoting preventive health care and promoting education including specialeducation in accordance with Schedule VII of the Companies Act 2013 with the help ofother registered trusts namely "Shree Sumati Jeev Raksha Kendra undertaking"Jeevdaya" project in the area of Animal Welfare "Dr. D Y PatilEducational Enterprises Charitable Trust" undertaking "promoting educationincluding special education" project and "Rotary Club of Bombay Queens NecklaceCharitable Trust" undertaking "promoting preventive health care" 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 from the Companys Auditor confirming 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. Rajesh G. Kapadia Chairman of Audit Committee through email or by correspondencethrough post. Further details are available on the companys website www.goldiam.com.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
In terms of the provisions of Regulation 34(2)(e) of SEBI Listing Regulations theManagements 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 compliance is annexed and forms anintegral 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 Companys employees. Your Directors acknowledgewith gratitude 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: August 12 2016 ||(DIN 00058699) |