Your Directors have pleasure in presenting the Thirteenth Annual Report of the Companytogether with the audited statement of accounts for the financial year ended 31st March2015.
1. FINANCIAL RESULTS
| || ||(Rs in lacs) |
|For the year ended 31st March || |
| ||Year ended 31st March 2015 ||Year ended 31st March 2014 |
|Revenue from Operations ||44886.70 ||983087.67 |
|Other Income ||10241.36 ||174.60 |
|Total Revenue/(Loss) ||55128.06 ||983262.27 |
|Profit/(Loss) Before Interest Depreciation and Tax ||7629.61 ||(47052.49) |
|Less: Depreciation/amortization ||1033.51 ||2242.51 |
|Less: Interest and finance charge (Net) ||31317.33 ||28827.70 |
|Profit/(Loss) Before Exceptional Items & Tax ||(24721.23) ||(78122.70) |
|Exceptional Item ||- ||39059.14 |
|Profit/(Loss) Before Tax ||(24721.23) ||(117181.84) |
|Provision for taxes ||51316.10 ||(39994.82) |
|Profit/(Loss) After Tax ||(76037.33) ||(77187.02) |
|Surplus at the beginning of the year ||25396.23 ||100333.74 |
|Amount available for Appropriation ||(50641.10) ||23146.72 |
2. REVIEW OF OPERATIONS AND STATE OF COMPANY'S AFFAIRS
The Company's total revenue was Rs 55128.06 lacs for the year ended 31st March 2015as compared to Rs 983262.27 lacs for the previous year. Your Company registered a lossafter tax of Rs 76037.33 lacs for the year ended 31st March 2015 as compared to a lossof Rs 77187.02 lacs incurred in the previous financial year.
3. material changes and commitments
No material changes and commitments have occurred from the close of the financial yeartill the date of this Report which affects the financial position of the Company.
In view of the loss for the current financial year your Directors do not recommend anydividend for the financial year ended 31st March 2015.
5. TRANSFER TO RESERVES
The Company is not statutorily required to transfer any amount to the General Reserveas no dividend has been recommended for the financial year 2014-15.
6. CONSOLIDATED FINANCIAL STATEMENT
In accordance with the Companies Act 2013 ("the Act") and AccountingStandard (AS) - 21 on Consolidated Financial Statements read with AS - 23 on Accountingfor Investments in Associates and AS - 27 on Financial Reporting of Interests in JointVentures the audited consolidated financial statement is provided in the Annual Report.
7. SUBSIDIARY/ASSOCIATE/JOINT VENTURE COMPANIES
Easy Fit Jewellery Limited Sumit Jewels Private Limited Gaja Finance Private LimitedGaja Fincorp Private Limited (formerly known as Veeyu India Private Limited) Alex MercuryPower Private Limited Shree Ganesh Jewellery House FZE Shree Ganesh Jewellery House(Singapore) Pte Ltd. and Shree Ganesh Jewellery House (Ghana) Limited continued to bewholly owned subsidiaries of the Company and Gaja Retail Private Limited (formerly knownas Gokul Jewellery House Private Limited) continued to be a subsidiary of the Company.
Further Shree Ganesh Jewellery House DMCC Shirdi Commodities Private Limited ShirdiCommosale Private Limited Kamalraj Merchandise Private Limited and Chaturbhuj VyapaarPrivate Limited continued to be step down subsidiaries of the Company. Further ShreeGanesh Jewellery House (HK) Limited was incorporated as a wholly owned subsidiary of ShreeGanesh Jewellery House (DMCC) on 15th August 2014.
Further Oroitalia Chains Pvt. Ltd. also continued to be a Joint Venture of yourCompany whereas Alex Astral Power Pvt. Ltd. Alex Spectrum Radiation Pvt. Ltd. and AlexGreen Energy Pvt. Ltd. continued to be Associate companies during the year under review.
In line with Section 129(3) of the Companies Act 2013 read with Rule 5 of theCompanies (Accounts) Rules 2014 the Listing Agreement with the Stock Exchanges and inaccordance with the Accounting Standard 21 (AS-21) Consolidated Financial Statementsprepared by your Company include financial information of its subsidiary Companies.Further a report on the performance and financial position of each of the subsidiariesassociates and joint venture companies included in the Consolidated Financial Statementsprepared by your Company as per Rule 8(1) of the Companies (Accounts) Rules 2014 formspart of a separate statement in Form AOC-1.
The financial statements of the subsidiary companies and related information areavailable for inspection by the members at the Registered Office of your Company duringbusiness hours on all working days except Saturdays Sundays and public holidays between11.00 a.m. and 1.00 p.m. upto the date of the Annual General Meeting (AGM) as requiredunder Section 136 of the Companies Act 2013. Any member desirous of obtaining a copy ofthe said financial statements may write to the Company Secretary at the Registered Officeof your Company.
8. PAID UP CAPiTAL
The paid up Equity Share capital as at 31st March 2015 stood at Rs 7190.65 lacs.During the year under review the Company has not altered its share capital.
9. LISTING OF EQUITY SHARES
Your Company's equity shares are listed on National Stock Exchange of India Limited(NSE) and BSE Limited (BSE). Further the Non-Convertible Debentures of the Company arelisted on the Debt segment of BSE Limited (BSE).
10. human resources
The Company has always given maximum importance for development of human resource thevital asset responsible for continued success of the Company.
The Company's relentless effort to improve the performance of the employees bysharpening and honing their knowledge skill and most importantly attitude continues toreceive high priority.
As on 31st March 2015 our Company had 108 employees on its rolls.
The Company wishes to put on record its deep appreciation for the co-operation andefforts of its employees for the betterment of the organisation.
11. CORPORATE SOCIAL RESPONSIBILITY (CSR)
The Corporate Social Responsibility Committee (CSR Committee) of the Company hasformulated the CSR Policy and the said Policy is available on your Company's website thelink to the Policy is provided elsewhere in the Annual Report.
The required details as specified in Companies (Corporate Social Responsibility Policy)Rules 2014 is appended as Annexure I to the Directors' Report.
12. code of conduct
The Directors and Senior Management have affirmed compliance with the Code of Conductfor Directors and Senior Management of the Company. A declaration to this effect has beensigned by the Chairman and Whole-time Director and forms part of the Corporate GovernanceReport.
13. public deposits
The Company has not accepted any public deposits falling within the ambit of Section 73of the Companies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014 and assuch no amount on account of principal or interest on public deposits was outstanding ason the date of the balance sheet.
14. particulars of employees
Statement on the particulars of employees pursuant to Section 134(3)(q) and 197(12)read with Rule 5(2) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 is given in Annexure II to this Report and also forms part of theAnnual Report.
15. PARTICULARS OF CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGEEARNINGS AND OUTGO
The particulars of conservation of energy technology absorption and foreign exchangeearnings and outgo in accordance with the provisions of Section 134(3)(m) of the CompaniesAct 2013 read with Rule 8 of the Companies (Accounts) Rules 2014 is annexed as AnnexureIII and forms part of this Report.
16. RESPONSE TO QUALIFiED OPiNION iN THE AUDiTORS' REPORT
A) The Statutory Auditors in their report to the Members have given qualified opinionand the response of your Directors with respect to them are as follows:
Response to point no. (i) and (iii) - Fixed Deposit amounting to Rs 3031.08 lacs waspledged with Axis Bank against various fund and non fund based limit sanctioned by thebank. On the maturity of the fixed deposit it was adjusted with the cash credit balancein the Company's books as all the fund based and non fund based limits are debited to cashcredit account. However at the Bank's end the matured amount was not adjusted in the cashcredit account but was transferred to a separate account of the Bank and Bank is providinginterest on the same. Your Company has taken up the matter with the bank and has requestedfor adjustment of the matured fixed deposit with respective sanctioned limit as per thesanction terms.
Response to point no. (ii) - Cash credit balance of Dhanalakshmi Bank as per Company'sbook was Rs 1827.27 lacs and as per Bank confirmation was Rs 1918.86 lacs as the Bankhad charged an excess amount of Rs 91.59 lacs. Your Company had contested the excessamount claimed by the Bank in the Hon'ble High Court at Calcutta and had received a stayorder on the excess claim made by the Bank.
Response to point no. (iv) - Note. No. 7 includes Short term borrowings of Rs 44655.46lacs have not been confirmed as on 31st March 2015. Your Company is in the process ofobtaining confirmation as on 31st March 2015. However your Company has already obtainedBank Statement as on 31st March 2015 to reconcile the same and the outstanding is sincebeing reconciled.
B) The Statutory Auditors in their report to the Members have stated "Emphasis ofMatter" and the response of your Directors with respect to the same are as follows :
Response to point no. (a) - Various sales tax matters pertaining to assessment years2006-07 to 2011-12 are pending at various stages with respective competent authorities.However the Directors believe that these shall be in favour of the Company.
Response to point no. (b) - As explained in the "Emphasis of Matter" itselfalthough company has suffered significant operating losses during the year and is facingfinancial crunch with its inability to meet the financial obligations your Company hadapplied for Composite Corporate Debt Restructuring with the banks to mitigate the abovewhich was withdrawn by the banks in the consortium meeting held on 22nd January 2015. Thecompany had again requested for reconsideration of restructuring proposal by all thelenders. These facts have been disclosed in the notes by the management in view of whichthe accounts have been continued to be prepared under the going concern assumption. Thesefacts have fully been disclosed in note No.51 and 54 of the Financial Statements.
C) The Statutory Auditors in their report to the Members on other legal and statutoryreqiurements have provided their remarks as per Section 143(3) of the Companies Act 2013and the response of your Directors with respect to the same are as follows:
Response to point no. (2)(a) and (b) - The explanation on the same have been providedin Paragraph 1 and 3 of Point 16(A) of the Directors' Report.
Response to point no. (2)(f) - The explanation of the same have been provided in Point33(A) of the Directors' Report.
The auditors M/s Chaturvedi & Partners Chartered Accountants having RegistrationNo. 307068E allotted by the Institute of Chartered Accountants of India hold office tillthe conclusion of the ensuing Annual General Meeting and being eligible offer themselvesfor re-appointment.
Your Company has received a confirmation from M/s Chaturvedi & Partners CharteredAccountants to the effect that their re-appointment if made would be within the limitsprescribed under Section 139 of the Companies Act 2013 and the Rules framed thereunder.The Audit Committee and the Board of Directors of your Company recommend there-appointment of M/s Chaturvedi & Partners Chartered Accountants as the Auditors ofyour Company. Members are requested to consider their reappointment as Auditors of yourCompany to hold office from conclusion of ensuing AGM until the conclusion of next AGM onremuneration to be decided by the Board of Directors based on recommendation of the AuditCommittee of your Company.
18. EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in Form MGT-9 as requiredunder Section 92(3) of the Companies Act 2013 read with Rule 12(1) of the Companies(Management and Administration) Rules 2014 is included as an Annexure iv to theDirectors' Report.
During the year under review Mrs. Sukla Mitra and Mr. Rezaul Haque on therecommendation of the Nomination and Remuneration Committee of the Company were appointedas Additional Directors (Category - Independent) on the Board of the Company w.e.f. 6thNovember 2014 and 12th February 2015 respectively and also resigned from the Company asDirectors w.e.f. 13th April 2015 on medical grounds.
Mr. Raman Chopra was appointed as an Additional Director (Category - Independent) ofthe Company w.e.f. 11th May 2015 and Mrs. Arvinder Kaur Sodhi and Mr. Pradeep Dhir wereappointed as Additional Directors (Category - Independent) w.e.f. 30th May 2015. Furtherduring the year under review Mr. Ashok Prakash Sahni Chief Financial Officer of theCompany was appointed as Additional Director w.e.f. 11th May 2015 and as a Whole-timeDirector w.e.f. 1st June 2015 for a term of 11 months subject to the approval of theshareholders liable to retire by rotation.
Further during the year under review Mr. Raj Mohan Choubey resigned as a Director ofyour Company w.e.f. 29th September 2014 due to unavoidable personal reasons. FurtherEXIM Bank also withdrew the nomination of Mr. Lokesh Kumar as Director from the Board ofthe Company which was accepted w.e.f. 1st December 2014. Mr. D. P. Mathur also ceased tobe a Director of your Company on account of sad demise on 7th December 2014. Further Mr.Paban Singh Ingty resigned as a Director of your Company w.e.f. 9th April 2015 on medicalground.
Mr. Paban Singh Ingty and Mr. Umesh Parekh are deemed to have vacated their officew.e.f. 9th April 2015 and close of business hours of 30th May 2015 respectively underSection 167(1)(a) of the Companies Act 2013. Further Mr. Nillesh Parrekh is liable tovacate office under Section 167(1)(a) of the Act w.e.f. 30th June 2015 on termination ofhis term of office as Wholetime Director (designated as Executive Chairman).
The Board wishes to place on record its sincere appreciation of the contributionadvice and guidance extended by Mr. Raj Mohan Choubey Mr. Lokesh Kumar Mr. D. P. MathurMr. Paban Singh Ingty Mrs. Sukla Mitra Mr. Rezaul Haque and Mr. Umesh Parekh duringtheir tenure as Directors of your Company. The Company has received requisite notice inwriting from members proposing Mr. Raman Chopra Mrs. Arvinder Kaur Sodhi Mr. PradeepDhir for appointment as Independent Directors and Mr. Ashok Prakash Sahni as a Director(Category - Executive).
In view of the reconstituency of the Board comprising of Additional Directors and Mr.Nillesh Parrekh (Chairman and Wholetime Director) non-rotational Director none of theDirectors retire by rotation at the ensuing AGM.
The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet with the criteria of independence as prescribed both undersub-section (6) of Section 149 of the Companies Act 2013 and under Clause 49 of theListing Agreement with the Stock Exchanges.
The brief resume / details relating to Directors who are to be appointed / re-appointedare furnished in the Notice of the ensuing AGM. The Board of Directors of your Companyrecommends the appointment of Mr. Ashok Prakash Sahni as Director and Wholetime Directorand Mr. Raman Chopra Mrs. Arvinder Kaur Sodhi and Mr. Pradeep Dhir as IndependentDirectors.
20. KEY MANAGERiAL PERSONNEL
During the year under review Mr. Ashok Prakash Sahni being the Chief FinancialOfficer (CFO) of the Company was designated as Key Managerial Personnel u/s 203 of theCompanies Act 2013 w.e.f. 30th May 2014.
Mr. Mukund Chandak resigned from the post of Company Secretary of the Company videletter dated 1st October 2014. Further Mrs. Neha Jhunjhunwala Associate CompanySecretary bearing Membership No. A23732 and possessing requisite qualifications wasappointed as the Company Secretary and Key Managerial Personnel of your Company w.e.f.15th January 2015.
Mr. Umesh Parekh Managing Director of the Company vacated his office u/s 167(1)(a) ofthe Companies Act 2013 w.e.f. the close of business hours of 30th May 2015 and isappointed as a Chief Executive Officer (CEO) and Key Managerial Personnel of the Companyu/s 203 of the Companies Act 2013 w.e.f. 1st June 2015.
21. BoARD MEETiNGS
During the year under review five Board Meetings were held on 30th May 2014 12thAugust 2014 21st October 2014 12th November 2014 and 12th February 2015 inaccordance with Section 173 of the Companies Act 2013. Further due to urgency ofmatters resolutions were passed by circulation on 6th November 2014 and 18th December2014 and confirmed in the subsequent Board Meetings.
22. VIGIL MECHANISM/WHISTLE BLOWER POLICY
Pursuant to the Companies Act 2013 and SEBI's Circular dated 17th April 2014 theBoard of Directors of your Company has adopted the Vigil Mechanism/Whistle Blower Policyand the same is available on the website of the Company under the Investors Section thelink of which is provided elsewhere in the Annual Report.
23. AUDIT COMMITTEE
The Audit Committee has been reconstituted in accordance with the terms of reference ofSection 177 of the Companies Act 2013 and Clause 49 of the Listing Agreement. The detailsof the Audit Committee are given in the Corporate Governance Report.
24. POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION
The Company has a Nomination and Remuneration Committee (NRC) and the details of theCommittee and terms of reference are set out in the Corporate Governance Report formingpart of the Director's Report. The NRC has framed a Policy which lays down a framework inrelation to appointment and remuneration of Directors Key Managerial Personnel and SeniorManagement of the Company. The weblink to the aforesaid Policy is provided elsewhere inthe Annual Report.
25. PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS
Particulars of loans given investments made guarantees given and securities providedif any is furnished in Notes 12 14 19 32 and 33 to the financial statement.
26. particulars of contracts or arrangements with related parties
All contracts / arrangements / transactions entered by the Company during the financialyear with related parties were in the ordinary course of business and on an arm's lengthbasis. During the year the Company had not entered into any contract/ arrangement /transaction with related parties which could be considered material in accordance with thepolicy of the Company on materiality of related party transactions. Accordingly thedisclosure of Related Party Transactions as required under Section 134(3)(h) of theCompanies Act 2013 read with Rule 8(2) of the Companies (Accounts) Rules 2014 in FormAOC-2 is not required.
The Policy on materiality of related party transactions and dealing with related partytransactions as approved by the Board is available on the website of the Company and thelink to the same is provided elsewhere in this Annual Report.
27. Risk MANAGEMENT
The Company has in place a mechanism to identify assess monitor and mitigate variousrisks associated with the business. Major risks identified by the business and functionssuch as financial risks regulatory risks are reviewed and discussed at the AuditCommittee and Board Meetings. A Risk Management Policy has also been formulated andadopted by the Board.
28. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS/COURTS
During the year under review the Banks withdrew their support for restructuring thecredit facilities under Corporate Debt Restructuring mechanism. Your Company thereafterfiled a Writ Petition before the Hon'ble High Court challenging inter-alia the actions ofthe Corporate Debt Restructuring Empowered Group. An Interim Order was thereafter passedby the Hon'ble High Court Calcutta directing continuation of the 'holding on operation'of your Company.
29. PerfoRMANCE EVALUATION OF BOARD
Pursuant to the provisions of Section 134 of the Companies Act 2013 and Clause 49 ofthe Listing Agreement an annual performance evaluation of the Board as a whole BoardCommittees and Directors was carried out during the relevant financial year.
The evaluation framework for assessing the performance of Directors comprisesattendance of Board and Committee Meetings quality of contribution to Boarddeliberations and strategic perspectives or inputs in the growth of the Company. Furthera Member of the Board does not participate in the discussion of his/her evaluation.
30. familiarisation programme of independent directors
At the time of appointment of a Director a formal letter of appointment is given tothe Director which inter-alia explains the role functions and responsibilities expectedof him as a Director. The Directors are also familiarized with the business modeloperations and functions of the Company etc at the Board Meetings. The Directors are alsoupdated on the changes in relevant corporate laws rules regulations and guidelines on acontinuous basis.
The new Directors are provided with a copy of the Memorandum and Articles ofAssociation Annual Reports various policies and documents of the Company to enable themto familiarize them with the Company's code procedures and practices.
31. INTERNAL cONTROL systems AND THEIR ADEQuacY
Your company's internal control systems are adequate and commensurate with the natureand size of operations.
The Internal Auditors carried out audit in different areas of your Company'soperations. The Audit Committee reviewed the audit programme and findings of the InternalAuditors.
32. DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013
The Company has zero tolerance for sexual harassment at workplace and has put in placea policy on prevention prohibition and redressal of sexual harassment at workplace as perthe provisions of Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013 and the Rules framed thereunder. As per the Policy any employee mayreport his/her complaint to the Internal Complaints Committee constituted for thispurpose. The said Policy can be viewed at the weblink provided elsewhere in the Report.
The following is the summary of sexual harassment complaints received and disposed offduring the year:
i. No. of complaints received: Nil
ii. No. of complaints disposed off: Nil
33. SECRETARIAL AUDIT
M/s M R & Associates was appointed as the Secretarial Auditor of your Companypursuant to Section 204 of the Companies Act 2013. The Secretarial Audit conducted by M/sM R & Associates for the financial year ended 31st March 2015 is annexed as AnnexureV to the Director's Report.
The explanation to the remarks in the Secretarial Audit Report are as follows:
A) The Directors are disqualified under Section 164(2) of the Companies Act 2013 andare not eligible to be re-appointed as Directors since debentures have not been redeemedon the due date. Mr. Paban Singh Ingty has resigned w.e.f. 9th April 2015 whereas Mr.Umesh Parekh has vacated office w.e.f. the close of business hours of 30th May 2015.Further Mr. Nillesh Parrekh being non-rotational Director shall continue his officetill the expiry of his term i.e. upto 30th June 2015 and shall not be re-appointed.Requisite e-form has been filed with the competent authority for disqualification ofDirectors.
B) The Company has a pending case under Section 217(1)(e) and Section 217(2A) of theCompanies Act 1956 and the matter is subjudice with the competent authority.
34. DIRECTORS' RESPONSIBILITY STATEMENT:
In terms of provisions of Section 134 of the Companies Act 2013 your Directorsconfirm that:
a. in the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures;
b. the Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the Company's state of affairs at the end of the financial year and of theloss of the Company for the period under review;
c. the Directors have taken proper and sufficient care 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;
d. the Directors have prepared the annual accounts for the period ended 31st March2015 on 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 operating effectively;and
f. the Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
Your Directors take this opportunity to offer their thanks and deep sense of gratitudefor the co-operation and support received from the government authorities financialinstitution/banks customers vendors shareholders and the society at large. We wouldalso like to place on record our sincere appreciation for the total commitmentdedication contribution and hard work of employees across all levels. The credit for theCompany's achievement goes to them. We are deeply grateful to our shareholders for theconfidence and faith reposed on us. Your Company looks forward to their continuedco-operation in realisation of the corporate goals in the years ahead.
| ||For and on behalf of the Board of Directors |
| ||Sd/- |
| ||Nillesh Parrekh |
|Place : Kolkata ||Chairman |
|Date : 30th May 2015 ||DIN : 00050671 |