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Golkunda Diamonds & Jewellery Ltd.

BSE: 523676 Sector: Consumer
NSE: N.A. ISIN Code: INE798D01015
BSE LIVE 13:39 | 17 Nov 18.25 0.75
(4.29%)
OPEN

17.50

HIGH

18.25

LOW

17.50

NSE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 17.50
PREVIOUS CLOSE 17.50
VOLUME 551
52-Week high 26.40
52-Week low 15.85
P/E 17.55
Mkt Cap.(Rs cr) 13
Buy Price 18.25
Buy Qty 150.00
Sell Price 0.00
Sell Qty 0.00
OPEN 17.50
CLOSE 17.50
VOLUME 551
52-Week high 26.40
52-Week low 15.85
P/E 17.55
Mkt Cap.(Rs cr) 13
Buy Price 18.25
Buy Qty 150.00
Sell Price 0.00
Sell Qty 0.00

Golkunda Diamonds & Jewellery Ltd. (GOLKUNDADIAMOND) - Director Report

Company director report

To the Members

GOLKUNDA DIAMONDS AND JEWELLERY LIMITED

Mumbai

Your Directors have pleasure in submitting their 26th Annual Report of the Companytogether with the Audited Statements of Accounts for the year ended 31st March 2016.

FINANCIAL RESULTS / STATE OF COMPANY’S AFFAIRS:

The summarized standalone results of your Company are given in the table below:

(Amt. in Rs)
Particulars Financial Year Ended
31/03/2016 *31/03/2015
Net Sales / Income from Business Operations 976772730 934905271
Other Income 45150 -
Total Income 976817880 934905271
Provision for Depreciation / Amortization 2920793 3215954
Profit/(loss) after Depreciation & before Provision for Tax 42342121 31874872
Less: Provision for Income Tax (Current Tax) 14500000 11770000
Less: Deferred Tax (322685) (270274)
Less: Prior period tax adjustment - 257657
Net Profit/(Loss) After Tax 28164806 20117489
Amount of Dividend / Provision for Dividend 4178448 3482040
Amount Propose to be transferred to General Reserve 2500000 2500000
Earning per share (Basic & Diluted) 4.04 2.89

*Previous year’s Figures have been regrouped / rearranged wherever necessary

DIVIDEND:

Your Directors are pleased to recommend a final dividend of Rs. 0.6/- i.e. @ 6% perEquity Share for the financial year ended 31.03.2016. The dividend if approved anddeclared in the forthcoming Annual General meeting would result a Dividend outflow of Rs.4178448/- and dividend Distribution Tax of Rs. 850634/- aggregating a total outflow ofRs. 5029082/-.

TRANSFER OF UNCLAIMED / UNPAID AMOUNT TO INVESTOR EDUCATION AND PROTECTION FUND:

Your Company does not have any funds as contemplated under Section 125 of the CompaniesAct 2013 lying unpaid or unclaimed which were required to be transferred to InvestorEducation and Protection Fund (IEPF).

MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANYOCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATEAND THE DATE OF THE REPORT:

No material changes and commitments affecting the financial position of the Companyoccurred between the end of the financial year to which this financial statements relateand the date of this report.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIESACT 2013:

There were no loans guarantees or investments made by the Company under Section 186 ofthe Companies Act 2013 during the year under review and hence the disclosures undersection 134(3)(g) of the Companies Act 2013 are not applicable.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

All related party transactions that were entered into during the financial year were onarm’s length basis and were in the ordinary course of the business. There are nomaterially significant related party transactions made by the company with related partieswhich may have potential conflict with interest of the company at large. The particularsof such contract or arrangements entered into by the Company with related parties referredto in sub-section (1) of section 188 of the Companies Act 2013 are attached herewith inAnnexure I in Form No. AOC-2.

All Related Party transactions were placed before the Audit Committee and the Board forApproval.

The Policy of Related party transactions/Disclosures are approved by the Board isposted on the Company’s website viz www.golkunda.com.

SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES:

The Company does not have any Subsidiary Joint venture or Associate Company and henceno further disclosure is required in this regard.

CHANGE IN THE NATURE OF BUSINESS:

There has been no change in the nature of Business during the year under review.

DEPOSITS:

Your Company has neither accepted / renewed any deposits from public during the yearnor has any outstanding deposits in terms of Section 73 of the Companies Act 2013.

SHARE CAPITAL:

As on 31st March 2016 the issued subscribed and paid up share capital of yourCompany stood at Rs. 69640800./- (Rupees Six Crores Ninety Six Lacs Forty ThousandEight Hundred Only) comprising 6964080 (Sixty Nine Lacs Sixty Four Thousand Eighty)Equity shares of Rs.10/- each.

The Company has neither not issued shares with differential voting rights nor grantedany stock options or issue any sweat equity or issued any Bonus Shares. Further theCompany has not bought back any of its securities during the year under review and henceno details / information invited in this respect.

INTERNAL FINANCIAL CONTROLS:

The internal financial controls with reference to the Financial Statements arecommensurate with the size and nature of business of the Company.

NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW:

During the financial year under review the Company had 5 (Five) Board meetings on02.05.2015 28.05.2015 13.08.2015 07.11.2015 and 12.02.2016. The details of attendanceof Directors at the Board Meeting are disclosed under Corporate Governance section ofAnnual Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Ms. Roli Gupta who was appointed as an Independent Director has resigned w.e.f.12.08.2016 due to her pre-occupation with other commitments and inability to devotesufficient time to the affairs of the Company. The Company has appointed Ms. Rajani Poddaras an Additional Independent Director w.e.f. 12.08.2016. Pursuant to the provisions of 161read with 149 of the Companies Act 2013 her appointment needs to be confirmed by themembers at the ensuing Annual General Meeting. The Company has received necessary letterunder section 160 of the Companies Act 2013 proposing her candidature as an IndependentDirector of the Company at the ensuing Annual General Meeting along with requisitedeposit.

Mr. Karan Singh Baid retires at ensuing Annual General Meeting and being eligible offerhimself for re-election.

The Company has appointed Ms. Pooja Sanghavi as Company Secretary and ComplianceOfficer of the Company w.e.f. 02.05.2015. Mr. Ashish Dadha is acting as Chief FinancialOfficer of the Company.

DIRECTORS RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 134(5) of the Companies Act 2013 theBoard hereby submit its responsibility Statement:—

(a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;

(b) the directors had 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 at the end of the financial year and ofthe profit and loss of the company for that period;

(c) the directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;

(d) the directors had prepared the annual accounts on a going concern basis;

(e) that the Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively during the year.

(f) the directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

DECLARATION OF INDEPENDENT DIRECTORS:

The Company has received necessary declaration from each Independent Director undersection 149(7) of the Companies Act 2013 that he / she meets the criteria forindependence as laid down in Section 149(6) of the Companies Act 2013 and Regulation 25of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

BOARD EVALUATION:

Pursuant to provisions of Companies Act 2013 Schedule IV and Clause 49 of theerstwhile Listing Agreement and SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 (LODR) the Board has carried out an Annual Performance Evaluation ofits own performance the Directors individually as well as the evaluation of the workingof its Committees.

In line with effective governance requirements the Board reviews its own performanceannually using a pre-determined template designed as a tool to facilitate the evaluationprocess. The assessment was built around the functioning of the Board as a whole itsCommittees and also the evaluation of Individual Directors.

While the individual directors’ performance was reviewed by the Chairman and therest of the Board excluding the Director being evaluated the Chairman’s andNon-independent Directors performance was appraised through feedback from IndependentDirectors.

AUDIT COMMITTEE:

The Audit Committee consists of the following members:

Sr. No. Name Category Position
1 Mr. Mangilal Maloo Independent Director Chairman
2 Mr. Gautam Dadha Independent Director Member
3 Mr. B. K. Ashok Independent Director Member

During the year under review the Board has accepted all the recommendation of theAudit Committee.

The details of composition terms of reference meetings of committee attendance ofmembers at Committee meetings are available in the Corporate Governance Report and formspart of this Annual Report.

WHISTLE BLOWER POLICY / VIGIL MECHANISM:

In compliance with the provisions of section 177(9) of the Companies Act 2013 andClause 49 of the erstwhile Listing Agreement and Regulation of SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 (LODR) the Company has adopted a WhistleBlower Policy as a vigil mechanism for directors and employees of the Company.

The Whistle Blower Policy is disclosed on the Company’s website www.golkunda.com.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS:

Pursuant to requirements of Clause 49 of the erstwhile Listing Agreement and SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 the Company has afamiliarization programme for Independent Directors with regard to their role rightsresponsibilities in the Company nature of the industry in which the Company operatesbusiness model of the Company etc. The Board Members are provided with all necessarydocuments/ reports and internal policies to enable them to familiarise with theCompany’s procedures and practices and keep themselves abreast of the latestcorporate regulatory and industry developments.

The same has been posted on website of the Company viz; www.golkunda.com.

RISK MANAGEMENT:

The Company has in place a mechanism to identify assess monitor and mitigate variousrisks to key business objectives. Major risks identified by the businesses and functionsare systematically addressed through mitigating actions on a continuing basis.

CORPORATE SOCIAL RESPONSIBILITY:

In accordance with the provisions of Section 135 of the Companies Act 2013 andCompanies (CSR Policy) Rules. 2014 the Company has formulated and posted CSR Policy onwebsite of the Company viz; www.golkunda.com.

The Annual Report on CSR activities in accordance with the Companies (Corporate SocialResponsibility Policy) Rules 2014 undertaken by the Company during the year is attachedas an ‘Annexure II’ to this Report.

The details of composition terms of reference meetings of CSR committee attendanceof members at Committee meetings are available in the Corporate Governance Report andforms part of this Annual Report.

NOMINATION & REMUNERATION COMMITTEE:

In compliance with the provisions of Companies Act 2013 your Company has‘Nomination & Remuneration Committee’ with an enhanced scope and functionsas stipulated under new law. The Nomination & Remuneration Committee comprises of Mr.Mangilal Maloo as Chairman and Mr. Gautam Dadha and Mr. B. K. Ashok as members of theCommittee.

The details of composition terms of reference meetings of committee attendance ofmembers at Committee meetings are available in the Corporate Governance Report and formspart of this Annual Report.

NOMINATION AND REMUNERATION POLICY:

Pursuant to provisions of Section 178 of the Companies Act 2013 the Board has onrecommendation of Nomination & Remuneration Committee formulated a Policy onDirectors’ appointment and remuneration including criteria for determiningqualifications positive attributes independence of a Director and other matters providedunder Section 178(3) of Companies Act 2013.

Nomination and Remuneration Policy has been annexed to the Corporate Governance Report.

STAKEHOLDERS RELATIONSHIP COMMITTEE:

Your Company has ‘Stakeholders Relationship Committee’ with enhanced scopeand functioning. The Stakeholders Relationship Committee comprises of Mr. Mangilal Malooas Chairman and Mr. Gautam Chand Dadha and Mr. B. K. Ashok as members of the Committee.

The details of composition terms of reference meetings of committee and details ofshareholders complains received solved and pending are available in the CorporateGovernance Report and forms part of this Annual Report.

SECRETARIAL AUDIT REPORT:

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hadappointed M/s. Nilesh Shah & Associates Company Secretary in Practice to undertakethe Secretarial Audit of the Company for the year ended March 31 2016.

The Secretarial Audit Report is annexed herewith as an ‘Annexure III’.

The Secretarial Audit Report does not contain any material qualification reservationor adverse remark.

STATUTORY AUDITORS:

M/s. Motilal & Associates Chartered Accountants were appointed as the StatutoryAuditors for a period of 5 years in the Annual General Meeting held on 27.09.2014. Theircontinuance of appointment and payment of remuneration needs to be confirmed ratified andapproved in the ensuing Annual General Meeting. Your Directors recommend the ratificationof appointment of Auditor at the ensuing Annual General Meeting.

DETAILS OF FRAUD:

There were no frauds which are reported to have been committed by employees or officersof the Company.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATIONS IN FUTURE

There was no material order passed by the judicial or quasi Judicial Authority whichaffects the Going Concern Status of the Company during the year under review.

EXTRACTS OF ANNUAL RETURN:

The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule12 of the Companies (Management and administration) Rules 2014 is furnished in‘Annexure IV’ and is attached to this Report.

CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING:

The Board of Directors has adopted the Insider Trading Policy in accordance with therequirements of SEBI (Prohibition of Insider Trading) Regulation 2015. The InsiderTrading Policy of the Company lays down the guidelines and procedure to be followed anddisclosures to be made while dealing with the shares of the Company. The policy has beenformulated to regulate monitor and ensure reporting of dealings by employees. TheInsider Trading Policy of the Company covering code of practices and procedures for fairdisclosures of unpublished price sensitive information and code of conduct for preventionof insider trading is available on the website of the Company.

LISTING AGREEMENT:

The Securities and Exchange Board of India (SEBI) on September 2 2015 issued SEBI(Listing Obligation and Disclosure Requirements) Regulations 2015 with the aim toconsolidate and streamline the provisions of the Listing Agreement. The said LODRRegulations were effective from December 01 2015. Accordingly all listed Companies wererequired to enter into the new Listing Agreement within six months from the effectivedate. The Company has entered into the Listing Agreement with BSE Limited during March 312016.

LISTING FEES:

The Equity Shares of the Company are listed on BSE Limited and Jaipur Stock Exchange ofIndia Limited. The Company has paid the applicable listing fees to the above StockExchanges till date.

INFORMATION UNDER REGULATION 34 (3) READ WITH SCHEDULE V OF SECURITIES AND EXCHANGEBOARD OF INDIA (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS 2015:

The information/disclosure as required pursuant to regulation 34 (3) read with scheduleV of the Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 is Nil

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO:

(A) CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

Conservation of energy:

The Company is engaged in manufacturing of gems and jewellery and as such itsoperations do not account for substantial energy consumption. However the Company istaking all possible measures to conserve energy. Several environment friendly measureswere adopted by the Company such as Installation of capacitors to save power InstalledThin Film Transistor (TFT) monitors that saves power LED Lights Creating environmentalawareness by way of distributing the information in electronic form Minimisingair-conditioning usage Shutting off all the lights when not in use.

Technology absorption:

The Company follows the hybrid model to improve optimize cost efficiency agility andmanage costs through usage of infrastructure as per business cycles and needs. Theactivities and business of the Company are such that it does not involve use of ultramodern technologies.

(B) FOREIGN EXCHANGE EARNINGS AND OUTGO

Foreign Exchange Earning:
Export at FOB basis: Rs. 945219655/-
Foreign Exchange Outgo:
Value of Import on CIF basis
Raw Material Rs. 236510780/-
Studded Jewellery Rs. 42109018/-
Travelling Expenses Rs. 405740/-
Rs. 279025538/-

EMPLOYEES:

Information on particulars of employees’ remuneration as per Section 197 of theCompanies Act 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 is reported to be nil as there are no employees who arein receipt of remuneration above the prescribed limit.

The details in terms of Sub - Section 12 of Section 197 of the Companies Act 2013 readwith Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 are forming part of this Report as ‘Annexure V’.

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

There were no instances / complaints reported under the Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013.

CORPORATE GOVERNANCE:

A separate section covering the Management Discussion and Analysis and CorporateGovernance as per the requirements of Clause 49 of the erstwhile Listing Agreement andSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 (LODR) isattached herewith and forms a part of this report.

The requisite certificate from the Statutory Auditors of the Company i.e. M/s Motilal& Associates Chartered Accountants Mumbai confirming compliance with the conditionsof Corporate Governance as stipulated under the Clause 49 of the erstwhile ListingAgreement which was applicable up to November 30 2015 and the New Listing Agreement readwith regulation 34 (3) and schedule V of the Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 which is applicablew.e.f. December 01 2015 is annexed to this Report.

The declaration signed by the Managing Director of the Company regarding compliance ofCode of Conduct for Board members and Senior Management personnel forms part of thisReport.

CEO / CFO CERTIFICATION:

In accordance with the provisions of the Listing Agreement pertaining to CorporateGovernance norms Mr. Kanti Kumar Dadha Managing Director and Mr. Ashish Dadha ChiefFinancial Officer has certified inter-alia on review of financial statements andestablishing and maintaining internal controls for the financial year ended 31.03.2016.

ACKNOWLEDGEMENTS:

Your Directors place on record their sincere thanks to bankers business associatesconsultants and various Government Authorities for their continued support extended toyour Companies activities during the year under review. Your Directors deeply appreciatethe committed efforts put in by employees at all levels whose continued commitment anddedication contributed greatly to achieving the goals set by your Company. Your Directorsalso acknowledges gratefully the shareholders for their support and confidence reposed onyour Company.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

GOLKUNDA DIAMONDS AND JEWELLERY LIMITED

KANTI KUMAR DADHA

Chairman & Managing Director

Date: 12.08.2016

Place: Mumbai