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Tara Jewels Ltd.

BSE: 534756 Sector: Consumer
NSE: TARAJEWELS ISIN Code: INE799L01016
BSE LIVE 15:53 | 12 Dec 19.50 -0.20
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NSE 15:22 | 12 Dec 19.55 -0.20
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OPEN

19.85

HIGH

19.85

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OPEN 19.60
PREVIOUS CLOSE 19.70
VOLUME 9908
52-Week high 48.50
52-Week low 17.50
P/E
Mkt Cap.(Rs cr) 48
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 19.60
CLOSE 19.70
VOLUME 9908
52-Week high 48.50
52-Week low 17.50
P/E
Mkt Cap.(Rs cr) 48
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Tara Jewels Ltd. (TARAJEWELS) - Director Report

Company director report

To

The Members

Tara Jewels Limited

Your Directors take pleasure in presenting their 15thAnnual Report on thebusiness and operations of the Company together with audited financial statements for theyear ended March 31 2016.

FINANCIAL RESULTS

( Rs in Crore)
Particulars

Standalone

Consolidated

FY 2015-16 FY 2014-15 FY 2015-16 FY 2014-15
Total Income 1367.70 1418.94 1813.25 1740.59
Less: Expenditure 1324.93 1345.21 1754.97 1648.24
Profit Before Tax and Depreciation 42.77 73.73 58.28 92.35
Less: Depreciation 21.36 27.07 22.09 28.09
Profit Before Tax 21.41 46.66 36.19 64.26
Less: Tax 8.47 17.46 10.75 20.61
Net Profit After Tax 12.94 29.20 25.44 43.65
Earnings Per Share (EPS) 5.25 11.86 10.33 17.73

PERFORMANCE REVIEW

Standalone:

During the year under review the Company earned a total revenue of Rs 1367.70 croresagainst Rs 1418.94 crores in the Previous Year. The net Profit after Tax achieved by theCompany for the year under review was Rs 12.94 against the Profit After Tax of Rs 29.20crores achieved by the Company in the previous Financial Year.

Consolidated:

During the year under review the Company earned a total revenue of Rs 1813.25 croresagainst Rs 1740.59 crores in the Previous Year. The net Profit after Tax achieved by theCompany for the year under review was Rs 25.44 crores against the Profit After Tax of Rs43.65 crores achieved by the Company in the previous Financial Year ended.

MANAGEMENT DISCUSSION AND ANALYSIS

As per SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015 adetailed Management Discussion and Analysis Report is presented in a separate section aspart of this annual report.

DIVIDEND & RESERVES

The Company has achieved a Profit after tax of Rs 12.94 crores and consolidated Profitafter tax of Rs 25.44 crores. Further with a view to conserve the financial resources ofthe Company for future expansion of the business the Directors do not recommend dividendon the Equity Share Capital of the Company for the Financial Year ended March 31 2016.Noamount has been transferred to reserve during the financial year under review.

SHARE CAPITAL

The paid up share capital of the Company as on March 31 2016 stood at Rs 246228500/-During the year under review the Company has not issued any shares nor has granted anystock option or sweat equity. None of the directors of the company hold instrumentsconvertible into equity shares of the company.

EMPLOYEES STOCK OPTION SCHEME

Particulars of Employee Stock Options are given in "Annexure A" tothis report.

SUBSIDIARY COMPANIES AND THEIR PERFORMANCE / FINANCIAL POSITION

The Subsidiaries and Step down Subsidiaries of the Company as on March 31 2016 are asfollows:

Subsidiary Companies:

Tara (Hong Kong) Limited

Tara Jewels Holdings Inc

Step Down Subsidiaries:

Tara China Jewelry Limited- Subsidiary of Tara (Hong Kong) Limited

Fabrikant Tara International LLC- Subsidiary of Tara Jewels Holdings Inc

In accordance with Section 129 (3) of the Companies Act 2013 and Accounting Standard(AS) 21 the Company has prepared the Consolidated Financial Statements of the Company andall its subsidiaries which forms part of this Annual Report.

The Statement in form AOC-1 (Annexure B) containing salient features of thefinancial statements of Company Rs s Subsidiaries is attached to this report.

DIRECTORS

a. The current policy is to have an appropriate mix of executive non-executive andindependent directors to maintain the independence of the Board and separate itsfunctions of governance and management. The Board consists of 9 members 3 of whom areexecutive or whole-time directors and 5 are independent directors and 1 is NomineeDirector. The Board periodically evaluates the need for change in its composition andsize.

Declaration by 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 of Independenceas provided in sub-section (6) of Section 149 of the Companies Act 2013 and Regulation16(1) (b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

Changes in Constitution of Board

The following changes have taken place in the Board of Directors/Key ManagerialPersonnel of the Company during the year 2015-16:

SRNO NAME DESIGNATION APPOINTMENT RESIGNATION DATE OF APPOINTMENT/ RESIGNATION
1 Mr. Ravindran M.P Executive Director YES NA May 25 2015
2 Mr. Sanjay Sethi Executive Director NA YES February 11 2016
3 Mr. Francois Arpels Director NA YES February 11 2016
4. Mr. Bimal Desai Chief Financial Officer YES NA November 10 2015
5. Mr. Bimal Desai Chief Financial Officer NA YES May 11 2016
6. Mr. Vishnu Prakash Garg Chief Financial Officer and Executive Director YES NA May 23 2016

b. Board/ Committee Meetings:

During the year under review four meetings of the Board took place. Details of BoardMeetings and Committee Meetings have been provided in the Corporate Governance Report thatforms part of this Annual Report. The intervening gap between any two Board Meetings waswithin the period prescribed by the Companies Act 2013.

Board Meeting dates are finalized in consultation with all directors and agenda papersbacked up by comprehensive notes and detailed background information are circulated wellin advance before the date of the meeting thereby enabling the Board to take informeddecisions. A detailed presentation is also made to apprise the Board of importantdevelopments in industry segments business operations marketing products etc.

c. Familization Programme with Independent Directors:

Pursuant to provisions of SEBI (Listing and Disclosures Requirements) Regulations2015 during the year under review the Company prepared and pursued the FamiliarizationProgramme for Independent Directors as hosted on Company Rs s website at www.tarajewels.in(weblink:www.tarajewels.in/investorrelations/corporategovernance/policies)

d. Performance Evaluation:

The Board of Directors has carried out an annual evaluation of its own performanceboard committees and individual directors pursuant to the provisions of the Act and thecorporate governance requirements as prescribed by SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 ("SEBI Listing Regulations").

The performance of the board was evaluated by the board after seeking inputs from allthe directors and senior managerial personnel.

The performance of the Committees and effectiveness of Committee Meetings was evaluatedby the board after taking into consideration the inputs provided by the Committee Members.

The board and the nomination and nomination and remuneration committee reviewed theperformance of the individual directors on the basis of Nomination and Remuneration Policylaid down by the said committee and approved by the Board.

In a separate meeting of Independent directors performance of non-independentdirectors performance of the board as a whole and performance of the chairman wasevaluated taking into account the views of executive directors and non-executivedirectors. The same was considered by the board of directors at its meeting.

e. Policy for Selection Appointment and Remuneration of Directors/Key ManagerialPersonnel/Senior Management Personnel including Criteria for their performance evaluation:

The Company has adopted a policy titled as "Nomination & RemunerationPolicy" which interalia includes Company Rs s policy on Board Diversity selectionappointment and remuneration of directors/Key Managerial Personnel/Senior ManagementPersonnel criteria for determining qualifications positive attributes independence of adirector and criteria for performance evaluation of the Directors.

The Nomination & Remuneration Policy as approved by the Board is attached as AnnextureC to the Board Rs s Report and also uploaded on the Company Rs s websitewww.tarajewels.in and details of criteria laid down and the Remuneration Policy are givenin the Corporate Governance Report.

AUDIT COMMITTEE

a. Pursuant to the provisions of Sections 177 (8) of the Companies Act 2013readwith Rule 6 and 7 of the Companies (Meetings of the Board and its Powers) Rules 2013 andRegulation 18 of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015the Audit Committee consists of the following Members under:

SR. No. Name Designation
1 Mr. Nikkhil Vaidya Chairman (Independent Director)
2 Mr. Rakesh Kalra Member (Independent Director)
3 Mr. Ravindran M.P Member (Whole-Time Director)

During the year 2015-16 there were no instances where the Board of Directors did notaccept the recommendations of the Audit Committee.

VIGIL MECHANISM

The Company has established a vigil mechanism/Whistle Blower Policy and overseesthrough the committee for expressing genuine concerns by the employees and otherDirectors. The Company has also provided adequate safeguards against victimization ofemployees and Directors who express their concerns. The Company has also provided to anycomplainant to have direct access to the Chairman of the Audit Committee via e-mail IDnikkhil.ca@gmail.com. The Vigil Mechanism Policy of the Company is placed on Company Rs swebsite i.e.www.tarajewels.in.

(weblink:www.tarajewels.in/investorrelations/corporategovernance/policies)

AUDITORS

a. Statutory Auditors

M/s C.B Chajjed and Co Chartered Accountants have been appointed as Statutory Auditorof the Company for a period of three years at the Annual General Meeting of the Companyheld on September 18 2014. However the appointment of Statutory Auditors needs to beratified every year by the shareholders in the Annual General Meeting of the Company. M/sC.B Chajjed and Co Chartered Accountants have intimated their consent and furnished acertificate to the affect that their appointment if made shall be in accordance with theconditions prescribed under section 139(1) and they also satisfies the criteria providedin section 141 of the Act for the financial year 2016-2017. On the recommendation of theAudit Committee the Board proposes the ratification of their appointment for theFinancial Year 2016-17 and to fix their remuneration by the members at the ensuing AnnualGeneral Meeting of the Company.

There are no qualifications reservations or adverse remarks in the AUDITOR'S Report.

b. Secretarial Auditor

M/s Sunil Agrawal & Co Practicing Company Secretaries was appointed to conductthe Secretarial Audit of the Company for the financial year 2015-16 as required underSection 204 of the Companies Act 2013 and rules made thereunder.

The Secretarial Audit report for Financial year 2015-16 forms part of Annual Report as AnnexureD to the Board Rs s Report.

There are no qualifications reservations or adverse remarks in the SecretarialAUDITOR'S Report.

c. Cost Auditor

Cost Auditor is not required to be appointed by the Company since it is located in aSEZ Zone as per the circular issued by the Ministry in this regard.

INTERNAL CONTROL SYSTEM AND COMPLIANCE FRAMEWORK

The Company has strong internal control framework which includes level controlswhistle blower policy rigorous management reviews and MIS and strong internal auditmechanism. There are robust financial control processes with appropriate checks andbalances defined policies and procedures to ensure reasonable assurance with regard tofinancial information. Process controls deployed ensure adherence to policies andprocedures efficiency in operations and reduce risk of frauds.

The rigorous internal controls management overseas results thorough review ofinternal audit reports by the Audit Committee and implementation of action plans makes theinternal financial controls strong in the Company.

RISK MANAGEMENT

The Board of Directors has constituted Risk Management Committee constituting directorsand non-director members. The Board based on the recommendations of the Risk ManagementCommittee has also adopted "Risk Management Policy" of the Company which ishosted on Company Rs s website at www.tarajewels.in

The Committee through its Risk Council shall assess critical and non-critical risksviz. Strategic Operational Financial Regulatory etc. and risk register would beprepared for identifying and mitigating risks in each identified area. Your Companycontinues to attach a high degree of importance to this area and shall ensure thatnecessary Risk Mitigation Process is in place for each identified risk area at all times.

RELATED PARTY TRANSACTIONS:

All the transactions with related parties are in the ordinary course of business and onarm Rs s length basis; and there are no material related party transactions orarrangement.

The disclosure in from AOC-2 (Annexure E) is attached to this report. All theRelated Party Transactions entered during the year under review are set out under Notes tothe Financial Statements. The policy on Related Party Transactions as approved by theBoard is uploaded on the Company Rs s website atWeblink:www.tarajewels.in/investorrelations/corporategovernance/policies)

None of the Directors has any pecuniary relationships or transactions vis-a-vis theCompany except by way of remuneration paid to the Managing Director and sitting fees andCommission paid to other Non-Executive Directors.

MANAGERIAL REMUNERATION AND PARTICULARS OF EMPLOYEES:

INFORMATION AS REQUIRED UNDER RULE 5(2) the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 forms part of this Report.

i) The following details are given hereunder in respect of employees employedthroughout the year and were in receipt of remuneration not less than Rs 60 Lakhs p.a.

Name Designation Remuneration Nature of Employment Qualification/ Experience Date of Commencement of Employment Age of Employee Last Employment held before joining the company Percentage of shares held Whether any Employee is a relative of any director or manager of the Company
Mr. Rajeev Sheth Chairman and Managing Director Rs 12000000/- p.a Contractual Graduate from Mumbai Unversity and Diploma in Gemology and has around 34 years of experience. Since Incorporation 58 Intergold India 58.98% NIL

ii) The following details are given hereunder in respect of employees employed part ofthe year and were in receipt of remuneration not less than Rs 5 Lakhs p.m.

Name Designation Remuneration Nature of Employment Qualification/ Experience Date of Commencement of Employment Age of Employee Last Employment held before joining the company Percentage of shares held Whether any Employee is a relative of any director or manager of the Company
Mr. Sanjay Sethi Executive Director (Finance) and CFO Rs 5136207/- Non Contractual Chartered Accountant by profession and has around 25 years of experience. Resigned as a Director of Company w.e.f February 11 2016 50 Bhatia Group as Group CFO NIL NIL

However the information required under section 197 (12) of the Companies Act 2013 readwith Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 is not being sent along with this Report to the Members of the Company as perthe provision of Section 136 of the Companies Act 2013. Members who are interestedobtaining these particulars may write to the Company Secretary at the Registered Office ofthe Company. The aforesaid Annexure is also available for inspection by Members at theRegistered Office of the Company 21 days before the 15th Annual GeneralMeeting during the business hours on working days.

LOANS GUARANTEES OR INVESTMENTS

Details of Loans Guarantees and Investments if any covered under the provisions ofSection 186 of the Act are given in the notes to the Financial Statements.

CORPORATE SOCIAL RESPONSIBILITY

Pursuant to the provisions of Section 135 of the Act read with CSR Rules the Companyhas constituted CSR Committee and formulated CSR Policy.

A Board level committee has been constituted consisting of the following members:

Name Designation
Mr. Rajeev Sheth Chairman and Member
Mr. Ravindran M.P Member
Ms. Fern Mallis Member

Initiative Taken:

The Company has not made any expenditure on CSR as the Company is still in the processof identifying the eligible project. The Company intends to contribute the money for CSRactivities as soon as the project is identified.

DEPOSITS

During the year 2015-16 the Company did not accept any deposit from public.

SIGNIFICANT AND MATERIAL ORDERS

There are no significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and Company Rs s operations in future.

EXTRACT OF ANNUAL RETURN

The extract of the Annual Return pursuant to the sub-section (3) of Section 92 of theCompanies Act 2013 prepared in form MGT 9 is annexed herewith as "AnnexureF".

DIRECTORS Rs RESPONSIBILITY STATEMENT

The financial statements are prepared in accordance with the Generally AcceptedAccounting Principles (GAAP) under the historical cost convention on accrual basis exceptfor certain financial instruments which are measured at fair values. GAAP comprisesmandatory accounting standards as prescribed under Section 133 of the Companies Act 2013( Rs the Act Rs ) read with Rule 7 of the Companies (Accounts) Rules 2014 theprovisions of the Act (to the extent notified) and guidelines issued by the Securities andExchange Board of India (SEBI). There are no material departures from prescribedaccounting standards in the adoption of these standards.

To the best of their knowledge and belief and according to the information andexplanations obtained by them your Directors make the following statements in terms ofSection 134(3) (c) and 134 (5) of the Companies Act 2013:

a) in the preparation of the annual accounts for the financial year ended March 312016 the applicable accounting standards have been followed along with proper explanationrelating to material departures if any;

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 at the end of the financial year and ofthe profit of the 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 this Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

d) the Directors have prepared the annual accounts 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 were operatingeffectively; and

f) the directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and such systems are adequate and operating effectively.

CORPORATE GOVERNANCE

As per SEBI (Listing and Disclosures Requirements) Regulations 2015 a separate sectionon Corporate Governance practices followed by the Company is provided in the CorporateGovernance section of the Annual Report. The certificate from practising Company Secretaryon compliance with the condition of corporate governance of Listing Regulation is given inAnnexture G of this Report.

ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The Company is giving due consideration for the conservation of energy and all effortsare being made to properly utilize the energy resources.

The information on conservation of energy technology absorption and foreign exchangeearnings and outgo stipulated under Section 134(3) (m) of the Companies Act 2013 readwith Rule 8 of The Companies (Accounts) Rules 2014 is annexed herewith as "AnnexureH".

MATERIAL CHANGES AND COMMITMENT IF ANY EFFECTING THE FINANCIAL POSITION OF COMPANYWHICH HAVE OCCURRED BETWEEN THE FINANCIAL YEAR END OF THE COMPANY TO WHICH FINANCIALRESULTS RELATE:

Except as disclosed elsewhere in this report there have been no material changes andcommitments which can affect the financial position of the Company occurred between theend of the financial year of the Company and date of this report.

CHANGES IN NATURE OF BUSINESS AND REVISION IN THE BOARD Rs S REPORT:

There are no changes in nature of business and also revision in the Board Rs s Reportduring the year.

HUMAN RESOURCE:

Your Company firmly believes that employees are the most valuable assets and keyplayers of business success and sustained growth. Various employee benefits recreationaland team building programmes are conducted to enhance employee skills motivation as alsoto foster team spirit. Company also conducts in house training programmes to developleadership as well as technical/functional capabilities in order to meet future talentrequirements. Industrial relations were cordial throughout the year.

POLICY ON PREVENTION OF SEXUAL HARASSMENT:

The Company has a policy on prevention of Sexual Harassment in line with therequirements of The Sexual Harassment of Women at Workplace (Prevention HarassmentRedressal) Act 2013. The Committee has been set up to redress complaints receivedregarding Sexual Harassment. All Employees (permanent contractual temporary trainees)are covered under this policy.

During the year 2015-2016 no complaints were received regarding sexual harassment.

APPRECIATION:

Your Directors place on record their sincere thanks and appreciation for the confidencereposed and continued support extended by Central and State Governments BankersCustomers Suppliers and Shareholders. Your Board would like to place on record itssincere appreciation to the employees at all levels for the dedicated efforts andcontribution in playing a very significant part in the Company Rs s operations.

For and on behalf of the Board of Directors
Sd/-
Place : Mumbai RAJEEV SHETH
Date : May 23 2016 Chairman (DIN: 00266460)