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Patdiam Jewellery Ltd.

BSE: 539401 Sector: Consumer
NSE: N.A. ISIN Code: INE473T01011
BSE LIVE 10:12 | 14 Aug 97.70 0.15
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VOLUME 3000
52-Week high 124.00
52-Week low 87.00
P/E 41.57
Mkt Cap.(Rs cr) 42
Buy Price 97.50
Buy Qty 1500.00
Sell Price 102.50
Sell Qty 1500.00
OPEN 97.70
CLOSE 97.55
VOLUME 3000
52-Week high 124.00
52-Week low 87.00
P/E 41.57
Mkt Cap.(Rs cr) 42
Buy Price 97.50
Buy Qty 1500.00
Sell Price 102.50
Sell Qty 1500.00

Patdiam Jewellery Ltd. (PATDIAMJEWELLER) - Director Report

Company director report

Dear Shareholders

On behalf of the Board of Directors it is our pleasure to present the 17thAnnual Report together with the Audited Statement of Accounts of PATDIAM JEWELLERY LIMITED("the Company") for the year ended 31st March 2016.

FINANCIAL PERFORMANCE

Particular For the F.Y. ended For the F.Y. ended
31/03/2016 31/03/2015
Revenue 470626483/- 549015825/-
Expenses 454408917/- 505720866/-
Net Profit/(loss) before Exceptional / Extra Ordinary Items/tax 16217566/- 43294959/-
Exceptional Items - 30220752/-
Profit Before Tax 16217566/- 13074207/-
Tax of Previous Year 20460/- 211101/-
Current Tax 3310000/- 2644602/-
MAT Credit 4276821/- 3800529/-
Deferred Tax (789702/-) 904171/-
Net Profit / (Loss) after tax 9399987/- 5513804/-

PERFORMANCE AND OPERATIONS

During the year the revenue from operations of your Company decreased from Rs.536496588/- to Rs. 458975543/-. For F.Y. 2015 your Company's profit stood at Rs.9399987/- vis-a-vis Rs. 5513804/- in the previous year.

TRANSFER TO RESERVES

The company has not carried any amount to the reserves during the year.

DIVIDEND

With view to conserve the resources the directors do not recommend any dividend forthe year 31 March 2016.

DEPOSITS

Your Company has not accepted any deposits during the year within the meaning ofSection 73 of the Companies Act 2013 and the Companies (Acceptance of Deposits) Rules2014.

PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS UNDER SECTION 186

The details of Loans Guarantees Securities and Investments made during the financialyear ended 31sl March 2016 are given in the notes to the Financial Statementsin compliance with the provisions of Section 186 of the Companies Act 2013 read withCompanies (Meetings of Board and its Powers) Rules 2014.

SHARE CAPITAL

During the year under review the Authorised Share Capital of the Company has increasedfrom Rs. 2.5 Crores to 5 Crores.

The Paid-up Equity Share Capital of the Company as on 31st March 2015 was 2Crores. During the year under review the Company has issued 1000000 Equity Shares ofRs.10/- each fully paid up Bonus Shares and issued 1317000 Equity shares of R.10/- eachat a premium of Rs. 28/- each through Initial Public Offering (IPO) SME Platform.Subsequently the Equity Shares of the Company were listed on the SME Platform of BSELimited. As on 31sl March 2016 the Paid Up Equity Share Capital is Rs.43170000/-.

EXTRACT OF ANNUAL RETURN

Pursuant to section 92(3) of the Companies Act 2013 ('the Act') and rule 12(1) of theCompanies (Management and Administration) Rules 2014 extract of annual return in FormMGT-9 is Annexed herewith as 'Annexure A’.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFFERED TO INSUB-SECTION 111 OF SECTION 188

All transactions with related parties were in the ordinary course of business and atarm’s length. The company has not entered into any transaction of a material naturewith any of the related parties which are in conflict with the interest of the company.

The details of material contract or arrangement or transaction entered into by theCompany with related parties at arm's length basis during the year have been mentioned inthe form AOC- 2 which is attached as Annexure B.

DIRECTORS

a) Directors and Key Managerial Personnel (KMP):

in accordance with the provisions of Section 203 of the Act the following have beendesignated as KMP of the Company and Directors:

Name of KMP Designation
Mr. Pravin Kakadia Chairman
Mr. Samir Kakadia Managing Director
Ms. Priti Kakadia Executive Women Director
Mr. Prakash Shah Non Executive Independent Director
Mr. Paresh Shah Non Executive Independent Director
Mr. Jayesh Avaiya Non Executive Independent Director
Mr. Tejas Doshi Company Secretary
Mr. Bharat Shah CFO

Ms. Priti Kakadia Director of the Company who is liable to retire by rotation at theensuing Annual General Meeting being eligible offers herself for re-appointment.

bl Declaration bv Independent Directors

The Company has received necessary declaration from each independent Director of theCompany under Section 149(7) of the Act that they meet with the criteria of theirindependence laid down in Section 149(6) of the Act read with SEB1 (Listing Obligations& Disclosure Requirements) Regulations 2015 (LODR).

cl Formal Annual Evaluation

Pursuant to the provisions of Section 178 of the Act read with SEBI (ListingObligations & Disclosure Requirements) Regulations 2015 (LODR) the Board of Directorshas carried out an annual evaluation of the performance of the Board as a whole theDirectors individually and the working of the committees of the Board. The performanceevaluation of the Chairman and other Non-Independent Non-Executive Directors was carriedout by obtaining feedback on them from the entire Board.

TIME OF BOARD MEETINGS

During the Financial Year under review 13 (Thirteen) Board Meetings were convened andheld. The details of which are given in the Corporate Governance Report. The interveninggap between the meetings was within the period of 120 days as prescribed under theCompanies Act 2013 and SEBI Listing Regulations 2015.

June 30 2015; August 4 2015; August 26 2015; August 28 2015; August 31 2015;September 1 2015; September 05 2015 (1.00 PM); September 5 2015 (5.30 PM); September 82015; October 12 2015; October 13 2015; January 21 2016 and March 30 2016.

DIRECTORS' RESPONSIBILITY STATEMENTS

Pursuant to the requirement under section 134 of the Companies Act 2013 with respectto Directors' Responsibility Statement it is hereby confirmed:

(a) In the preparation of the annual accounts for financial year ended March 31 2015the applicable accounting standards have been followed along with proper explanationrelating 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 2015 and of the profit ofthe Company for that period;

(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 for the year ended March 31 2015on a going concern basis;

(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; 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.

AUDIT COMMITTEE

The Audit Committee of the Company comprises Mr. Jayesh Avaiya Mr. Paresh Shah and Mr.Prakash Shah. Mr. Jayesh Avaiya is the Chairman of the Committee.

The composition of the Audit Committee is in compliance with the requirements ofSection 177 of the Act and SEBI (Listing Obligations & Disclosure Requirements)Regulations 2015 (LODR). The charter of the committee is in conformity with the saidrequirnments as more particularly set out in the Corporate Governance Report which formsa part of this report.

STAKEHOLDER S RELATIONSHIP COMMITTEE

The Stakeholder’s Relationship Committee comprises Mr. Prakash Shah Mr. PareshShah and Mr. Jayesh Avaiya. Mr. Prakash Shah is the Chairman of this Committee.

The Committee is constituted in line with the regulatory requirements mandated by theAct and SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 (LODR).The terms of reference thereof are in conformity with the said requirements as moreparticularly set out in the Corporate Governance Report which forms a part of thisreport.

NOMINATION & REMUNERATION COMMITTEE

The Nomination & Remuneration Committee comprises Mr. Prakash Shah Mr. Paresh Shahand Mr. Jayesh Avaiya. Mr. Prakash Shah is the Chairman of this Committee.

The Committee is constituted in line with the regulatory requirements mandated by theAct and SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 (LODR).The terms of reference thereof are in conformity with the said requirements as moreparticularly set out in the Corporate Governance Report which forms a part of thisreport.

NOMINATIN AND REMUNERATION POLICY

The Board has on the recommendation of the Nomination & Remuneration Committeeframed a Nomination and Remuneration policy the extracts of the same is annexed herewithas 'Annexure C'.

PERFORMANCE EVALUATION OF THE BOARD

Performance Evaluation of all Board members is done on an annual basis. The evaluationis done by the Board Nomination and Remuneration Committee and Independent Directors withspecific focus on the performance and effective functioning of the Board and IndividualDirectors.

The criteria covered various aspects for evaluation of independent directors such asparticipation at the board / committee meetings commitment (including guidance providedto senior management outside of board/ committee meetings) effective deployment ofknowledge and expertise integrity and maintaining of confidentiality independence ofbehavior and judgment exercise of objective independent judgment in the best interest ofthe company ability to contribute to and monitor corporate governance practice andadherence to the code of conduct for independent directors for evaluation of the boardimplementation of robust

policies and procedures and size structure and expertise of the board were consideredfor evaluation of the managing director and non-executive directors participation at theboard / committee meetings effective deployment of knowledge and expertise; discharge ofits functions and duties as per its terms of reference process and procedures followedfor discharging its functions effectiveness of suggestions and recommendations receivedwere considered for evaluation of chairman of the board aspects such as managingrelationship with the members of the board and management and effective decision makingat the board were considered.

AUDITORS:

STATUTORY AUDITORS AND AUDITORS’ REPORT

M/s. Pulindra Patel & Co. Chartered Accountants retire as Auditors of the Companyat the conclusion of the ensuing Annual General Meeting and being eligible offerthemselves for reappointment. The Company has received a Certificate from the Auditors tothe effect that their appointment if made would be in accordance with the provisions ofSection 139 and 141 of the Companies Act 2013. The Board recommends their re-appointmentfor a term of five years i.e. till the conclusion of the Annual General Meeting to be heldfor the Financial Year 2020-2021 subject to ratification of their appointment at everyAnnual General Meeting during the said term.

SECRETARIAL AUDITOR

Pursuant to the provisions of section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed M/s. SKJ & Associates Practicing Company Secretaries to undertake theSecretarial Audit of the Company.

In terms of provisions of sub-section 1 of section 204 of the Companies Act 2013 theCompany has annexed to this Board Report as Annexure D a Secretarial Audit Report givenby the Secretarial Auditor.

VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES

Pursuant to the provisions of sub-sections 9 and 10 of Section 177 of the Act and SEBI(Listing Obligations & Disclosure Requirements) Regulations 2015 (LODR) the Companyhas established a Vigil Mechanism to enable the Directors and employees of the Company toreport concerns of any unethical behavior violation of law or regulations or suspectedfraud.

INTERNAL FINANCIAL CONTROLS

Your Company has in place adequate internal financial controls with reference tofinancial statements commensurate with the size scale and complexity of its operations.During the year

such controls were tested and no reportable material weaknesses in the design oroperation were observed.

RISK MANAGEMENT POLICY

The Board had formulated a Risk Management Policy for dealing with different kinds ofrisks which it faces in day to day operations of the Company. Risk Management Policy ofthe Company outlines different kinds of risks and risk mitigating measures to be adoptedby the Board. The Company has adequate internal control systems and procedures to combatthe risk. The Risk management procedure will be reviewed by the Audit Committee and Boardof Directors on a Quarterly basis at the time of review of Quarterly Financial Results ofthe Company.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis forms an integral part of this Report and givesdetails of the overall industry structure developments performance and state of affairsof the Company's businesses internal controls and their adequacy risk management systemsand other material developments during the financial year.

Management Discussion and Analysis Report is presented in a separate section forms partof the Annual Report as Annexure E.

CORPORATE GOVERNANCE

The Company is committed in maintaining the highest standards of Corporate Governanceand adhering to the disclosure norms as set out by Securities and Exchange Board of India.The Report on Corporate Governance as stipulated under SEBI (Listing Obligations &Disclosure Requirements) Regulations 2015 (LODR) forms part of the Annual Report. Thecertificate from the Auditors of the Company confirming compliance with the conditions ofCorporate Governance as stipulated under SEBI (Listing Obligations & DisclosureRequirements) Regulations 2015 (LODR) has been annexed as Annexure F with this report.

MATERIAL CHANGES AND COMMITMENTS

There were no material changes and commitments affecting the financial position of theCompany which have occurred between the end of the financial year under review and thedate of this report.

SUBSIDIARIES. IOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any Subsidiary joint venture or Associate Company.

PARTICULARS OF EMPLOYEES

There are no employees who are receiving remuneration exceeding of Rs. 5 lakh per monthor Rs.60 lakh per annum under rule 5(2) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS ANDEXPENDITURE:

The information pertaining to conservation of energy technology absorption Foreignexchange Earnings and outgo as required under Section 134 (3)(m) of the Companies Act2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014 is furnished as follows:

A) Conservation of energy:

(i) the steps taken or impact on conservation of energy;:- NIL

(ii) the steps taken by the company for utilizing alternate sources of energy;:- NIL

(iii) the capital investment on energy conservation equipments; :- NIL

(B) Technology absorption:

(i) the efforts made towards technology absorption;:- NIL

(ii) the benefits derived like product improvement cost reduction product developmentor import substitution;:- NIL

(iii) in case of imported technology (imported during the last three years reckonedfrom the beginning of the financial year)-NIL

(a) the details of technology imported;:- NA

(b) the year of import;:- NA

(c) whether the technology been fully absorbed;:- NA

(d) if not fully absorbed areas where absorption has not taken place and the reasonsthereof; and the expenditure incurred on Research and Development. :- NA

(C) Foreign exchange earnings and Outgo:

The foreign exchange earnings and outgo are as follows:

Particulars For the financial year ended 31st March 2016 For the financial year ended 31st March 2015
Foreign Exchange outgo:
Value of Imports calculated on CIF Basis:
Raw Materials 448792515/- 52669066/-
Consumable stores 1309904/- 786962/-
Capital Goods 680000/-
Expenditure 5284067/- 4767960/-
Foreign Exchange earned
Export at F.O.B. Value 446510662/- 531738245/-

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE fPREVENTION. PROHIBITIONAND REDRESSAL1 ACT. 2013

The company has in place a policy for prevention of sexual harassment in accordancewith the requirements of the Sexual Harassment of women at workplace (PreventionProhibition & Redressal) Act 2013. Internal Complaints Committee has been set up toredress complaints received regarding sexual harassment All employees (permanentcontractual temporary trainees) are covered under this policy. The Company did notreceive any complain during the year 2015-16.

CORPORATE SOCIAL RESPONSIBILITY

Pursuant to the provision of Section 135 of the Companies Act 2013 the company is notrequired to undertake Corporate Social Responsibility activities.

ACKNOWLEDGEMENT

We take this opportunity to thank employees at all levels for their dedicated serviceand contribution made towards the sustained growth of the Company. We would also like tosincerely thank and express our gratitude to Banks Financial Institutions Shareholdersand other business associates for their continued support towards conduct of efficientoperations of the Company.

For and on behalf of the Board
PATDI AM JEWELLERY LIMITED
Date: 02.09.2016 Pravin Kakadia Samir Kakadia
Chairman & Director Managing Director
Place : Mumbai (DIN: 00178140) (DIN:00178128)