To The Members
Your Directors have pleasure in presenting the Seventeenth Annual Reporttogether with the audited accounts of the Company for the financial year ended 31stMarch 2016
1. FINANCIAL SUMMARY
(Amt in lakhs)
|Particulars ||31.03.2016 ||31.03.2015 |
|Revenue from operations ||3162.08 ||2465.13 |
|Other Income ||97.90 ||39.61 |
|Profit before tax ||215.57 ||146.03 |
|Provision for Taxation ||40.28 ||27.24 |
|Profit after Tax ||175.29 ||118.79 |
|Losses Brought Forward ||-660.22 ||-779.01 |
|Balance carried to Balance Sheet ||-484.94 ||-660.22 |
2. STATE OF COMPANY'S AFFAIRS:
During the Financial Year 2015-16 your Company has leaped forward in terms of businessperformance and recognition. This is evident from the financial results for the yearending 31.03.2016. It achieved revenue of Rs. 3162.08 lakhs thereby earning a profit ofRs. 175.29 lakhs in 2015-16. With its latest manufacturing unit and skilled karigars theCompany has been able to cater to varied range of customers and make its presence feltamongst its clients for the exclusive designs of its CZ jewellery. In coming years theCompany plans to build a strong marketing team and carry out widespread promotion of itsvarious products to extend its clientele base and develop new niche market segments withfarther reach.
In order to conserve resources for further expanding the Company's business yourDirectors have opined to not recommend any dividend for the year 2015-16.
Amount to be carried forward to the reserves- (Rs. 48494465)/-
5. SHARE CAPITAL
The Issued Subscribed and Paid up Equity Share Capital of the Company is Rs.116906000/- (Rupees Eleven Crores Sixty Nine Lakhs and Six Thousand only) divided into11690600 (One Crore Sixteen Lakhs Ninety Thousand and Six hundred only) equity sharesof Rs. 10/- each. Further during the year there were no
(i) Re-issue of forfeited shares
(ii) Issue of shares with differential rights
(iii) Issue of sweat equity shares
6. DIRECTORS AND KEY MANAGERIAL PERSONNEL
Mr. Sanjay Kumar Sanghi retires by rotation at the ensuing Annual General Meeting andbeing eligible offer himself for re-appointment. His profile is given elsewhere in thereport. Your Directors recommend his reappointment.
Pursuant to the provisions of Section 149 of the Companies Act 2013 Mr. RamprasadVempati Mr. Siddharth Goel and Mr. Vikram Goel were appointed as independent directorsat the Annual General Meeting of the Company held on 29th September 2014 and the termsand conditions of appointment of independent directors are as per Schedule IV of the Act.Further there has been no change in the circumstances which may affect their status asindependent director during the year.
During the period Mr. Rakesh Agarwal has been appointed as the Chief FinancialOfficer of the Company w.e.f 30th May 2016 in terms of Section 203 of the Companies Act2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014.
7. DECLARATION BY AN INDEPENDENT DIRECTOR(S) AND RE- APPOINTMENT IF ANY
The declarations by all Independent Director(s) that he/they meet the criteria ofindependence as provided in sub-section (6) of Section 149 of the Companies Act 2013 havebeen obtained as required.
8. NUMBER OF MEETINGS OF THE BOARD
Seven meetings of the board were held during the year. For details of the meetings ofthe board please refer to the corporate governance report which forms part of thisreport.
9. BOARD EVALUATION
Pursuant to the provisions of the Companies Act 2013 and Regulation 17 of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 the performanceevaluation of Independent Directors is done by the entire Board of Directors of theCompany except the director who is subject to such evaluation. The Board performanceevaluation policy specifies the manner and process of formal evaluation of the performanceof the Board. The said policy is attached as Annexure-I to this report.
10. MANAGERIAL REMUNERATION
No remuneration is paid to the Managing Director or the Whole-time Directors of theCompany. The Company's policy on Director's appointment and remuneration in accordancewith Section 178 (3) of the Companies Act 2013 is attached as Annexure II to thisreport. The information required pursuant to Section 197 read with Rule 5 of the Companies(Appointment and Remuneration) Rules 2014 and Companies (Particulars of Employees) Rules1975 in respect of employees of the Company and Directors is furnished hereunder: i)Median remuneration of the Company for all its employees is Rs 112358/- for theFinancial Year 2015-16. ii) The ratio of the Remuneration of each Director to the mediumremuneration of the employees of the company for the financial year 2015-16. - NA. Sinceno remuneration is being paid to the directors.
iii) Details of percentage increase in the remuneration of each Director and CFO andCompany Secretary in the Financial Year 2015-16 are as follows:
|Name ||Designation ||Remuneration (in Rs.) ||Increase % |
| || ||2015-16 ||2014-15 || |
|Ritesh Kumar Sanghi ||Managing Director ||- ||- ||- |
|Sanjay Kumar Sanghi ||Director ||- ||- ||- |
|Pragya Sarda ||Company Secretary ||400090/- ||170511* ||N.A. |
*For part of the previous year only iv) Percentage increase in the medianremuneration of all employees in the financial year 2015-16
|Particulars ||2015-16 (Amt in Rs.) ||2014-15 (Amt in Rs.) ||Increase /(decrease)% |
|Median remuneration of all employees per annum ||112358/- ||167839/- ||(33.06)% |
v). Numbers of permanent employees on the rolls of the Company as on 31st March 2016are 23.
11. PARTICULARS OF EMPLOYEES:
There are no employees drawing remuneration equal or more than the limits specified inCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014
12. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES
There are no subsidiaries or joint ventures to the Company as on the date of thisreport.
13. STATUTORY AUDITORS:
The Auditors M/s Venugopal & Chenoy Chartered Accountants Hyderabad (Firm RegnNo.- 004671S) was appointed in the Annual General Meeting held on 29th September 2014 tohold office until the conclusion of Annual General Meeting of the Company to be held inthe calendar year 2019. Their appointment is being ratified at the ensuing Annual GeneralMeeting in accordance with the provisions of Section 139(2) of the Companies Act 2013read with the Companies (Audit and Auditor) Rules 2014.
14. AUDITORS' REPORT
The Auditors' Report does not contain any qualification. Notes to Accounts and Auditorsremarks in their report are self-explanatory and do not require comments. The declarationfor unmodified Auditor's Report in accordance with Regulation 33(3)(d) of SEBI (ListingObligations and Disclosure Requirements) (Amendment) Regulations 2016 as amended by SEBIvide notification no. SEBI/ LAD-NRO/GN/2016-17/001 dated 25.05.2016 has been submittedwith the Stock Exchanges.
15. SECRETARIAL AUDIT REPORT
In terms of Section 204 of the Companies Act 2013 and Rules made there under Mr. AjayS. Shrivastava Practicing Company Secretary Hyderabad (CP No- 3479) had been appointedSecretarial Auditor of the Company for the year under review. The report of theSecretarial Auditor in the prescribed Form MR-3 is enclosed as Annexure III to thisreport.
16. VIGIL MECHANISM
In accordance with the provisions of Section 177(9) & (10) of the Companies Act2013 and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 a Vigil Mechanism for directors and employees to report genuineconcerns has been established. The Board has adopted a Vigil Mechanism Policy which isupdated on the website of the Company under the link:-http://www.udayjewellery.com/investors/ downloads.
17. INTERNAL AUDIT & CONTROLS
The Company has appointed M/s Krishna and Suresh Chartered Accountant Hyderabad (FirmRegn No-001461S) as its Internal Auditors. Their scope of work includes review ofprocesses for safeguarding the assets of the Company review of operational efficiencyeffectiveness of systems and processes and assessing the internal control strengths inall areas.
18. RISK MANAGEMENT POLICY
The Management has put in place adequate and effective system and man power for thepurposes of risk management. In the opinion of the Board following are the risks involvedin the industry:
1. Volatile raw material prices
2. Competition from other countries including China and Italy.
3. Limited Standardization in terms of purity of Gold.
19. EXTRACT OF ANNUAL RETURN
Pursuant to the provisions of Section 92(3) of the Companies Act 2013 read with Rule12(1) of the Companies (Management and Administration) Rules 2014 an extract of annualreturn in MGT-9 is attached as a part of this Annual Report as Annexure IV.
20. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THEFINANCIAL STATEMENTS
The details in respect of internal financial control and their adequacy are included inthe Management Discussion & Analysis which forms part of this report.
21. MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY
There are no material changes between the date of balance sheet and the date of thisreport that could potentially affect the financial position of the Company.
22. DEPOSITS FROM PUBLIC
The Company has not accepted any deposits from public as per Section 73 of theCompanies Act 2013 and as such no amount on account of principal or interest on depositsfrom public was outstanding as on the date of the balance sheet.
23. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186
The Company has entered into an agreement with M/s Trisa Retail Limited to provideunsecured loan to an extent of Rs. 3.14 Cr under Section 186 of the Companies Act 2013.Further the Company has not given any guarantee or provided any security in connectionwith any loan to any other body corporate in accordance with Section 186 of the CompaniesAct 2013.
24. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
The particulars of every contract or arrangements entered into by the Company withrelated parties referred to in sub-section (1) of section 188 of the Companies Act 2013is disclosed in Form No AOC-2 as Annexure V to this report.
25. CORPORATE GOVERNANCE CERTIFICATE
The Compliance certificate from practicing company secretaries regarding compliance ofconditions of corporate governance as stipulated under Part E of Schedule V of the SEBI(Listing Obligation and Disclosure Requirement) Regulations 2015 is annexed with thisreport as Annexure- VI.
26. MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion and Analysis for the year ended 31st March 2016 areattached which form part of this annual report.
27. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO 1.EXCHANGE EARNINGS AND OUTGO:
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 are as follows:
CONSERVATION OF ENERGY:
|1. The steps taken or impact on conservation of energy. ||Your Company being a manufacturer of jewellery items uses small machines which require minimal energy consumption and every endeavor is made to ensure optimal use of energy avoid wastages and conserve energy as far as possible. |
|2. The steps taken by the company for utilizing alternate sources of energy. || |
|3. The capital investment on energy conservation equipments. || |
|1. The efforts made towards technology absorption. ||Since the Company is not engaged in any technology driven business the information in connection with technology absorption is NIL |
|2. The benefits derived like product improvementcost reduction product development or import substitution. ||-NIL |
|3. In case of imported technology (imported during the last three years reckoned from the beginning of the financial year)-- the details of technology imported the year of import;- whether the technology been fully absorbed:- if not fully absorbed areas where absorption has not taken place and the reasons thereof. ||NIL |
|4. The expenditure incurred on Research and Development. ||NIL |
FOREIGN EXCHANGE EARNINGS AND OUTGO:
Particulars of foreign currency earnings and outgo during the financial year are NIL.
28. CORPORATE SOCIAL RESPONSIBILITY (CSR)
Since the Company's net worth does not exceed Rs. 500 crores or Company's turnover doesnot exceed Rs. 1000 crores or the Company's net profit does not exceed Rs. 5 crore for anyfinancial year the provisions of section 135 of the Companies Act 2013 are notapplicable.
29. DIRECTORS' RESPONSIBILITY STATEMENT:
Your Directors would like to inform the members that the audited accounts for the yearended 31st March 2016 are in full conformity with the requirement of the Act andthey believe that the financial statements reflect fairly the form and substance oftransactions carried out during the year and reasonably present the Company's financialcondition and results of operations. These financial statements are audited by theStatutory Auditors M/s Venugopal & Chenoy Chartered Accountants.
Pursuant to the requirement of Section 134(5) of the Companies Act 2013 yourDirectors further confirm that:
i) In the preparation of the Annual Accounts the applicable Accounting Standards havebeen followed along with proper explanations relating to material departures;
ii) 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 and Loss of the Company for that period;
iii) The Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of
the Company and for preventing and detecting fraud and other irregularities;
iv) The Directors have prepared the annual accounts on a going concern basis.
v) The directors have laid down internal financial controls to be followed by thecompany and such controls are adequate and are operating effectively.
vi) The Directors have devised proper system to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and are operating effectively.
The shares of your company are listed on BSE limited and the Calcutta Stock ExchangeLimited. The shares on BSE Limited are listed and available for trading with effect from18th December 2015. The Company has duly complied with all the applicable provisions ofthe SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.
The Directors thank the Company's employees customers vendors and investors for theircontinuous support. The Directors also wish to place on record its appreciation of BanksStock Exchange & Other authorities for their able guidance and support.
Place: Plot No 5-9-60 Flat No 301 Moghuls Court Basheerbagh Hyderabad - 01
| ||On behalf of Board of Directors |
|Sd/- ||Sd/- |
|(Ritesh Kumar Sanghi) ||(Sanjay Kumar Sanghi) |
|Managing Director ||Director |
|DIN: 00628033 ||DIN: 00629693 |
|Address:8-2-686/DR/7 ||Address:8-2-686/DR/7 |
|Road No. 12 Banjara Hills ||Road No. 12 Banjara Hills |
|Hyderabad - 500034 ||Hyderabad - 500034 |