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Goldiam International Ltd.

BSE: 526729 Sector: Consumer
NSE: GOLDIAM ISIN Code: INE025B01017
BSE 11:59 | 17 Sep 117.20 -2.55
(-2.13%)
OPEN

119.45

HIGH

119.45

LOW

116.35

NSE 11:49 | 17 Sep 117.25 -2.65
(-2.21%)
OPEN

120.80

HIGH

120.80

LOW

116.10

OPEN 119.45
PREVIOUS CLOSE 119.75
VOLUME 5582
52-Week high 137.90
52-Week low 63.80
P/E 13.01
Mkt Cap.(Rs cr) 269
Buy Price 117.15
Buy Qty 60.00
Sell Price 117.25
Sell Qty 1.00
OPEN 119.45
CLOSE 119.75
VOLUME 5582
52-Week high 137.90
52-Week low 63.80
P/E 13.01
Mkt Cap.(Rs cr) 269
Buy Price 117.15
Buy Qty 60.00
Sell Price 117.25
Sell Qty 1.00

Goldiam International Ltd. (GOLDIAM) - Director Report

Company director report

Dear Members

Your Directors have pleasure in presenting their Thirty- first Annual Report on theaffairs of the Company together with the Audited Statement of Accounts for the year endedMarch 31 2018.

FINANCIAL RESULTS

(Rs in Lakhs)
Particulars Current Year 31.03.2018 Previous Year 31.03.2017
Sales for the year 12201.99 13842.20
Other Income 647.75 732.56
Total Income 12849.74 14574.76
Profit before Interest & finance charges depreciation & taxation 1599.90 1566.75
Less: Interest & finance Charges 28.71 49.02
Operating profit before depreciation & taxation 1571.19 1517.74
Less: Depreciation amortization & impairment of asset 176.06 184.76
Profit before Exceptional Items 1395.13 1332.98
Add: Exceptional Items

-

-

Profit before taxation 1395.13 1332.98
Current Tax & Prior Year 503.33 461.39
Deferred Tax Liability (6.62) (216.31)
Profit after taxation 898.42 1087.90
Total other Comprehensive Income 552.91 1070.76
Total profit 1451.33 2158.66
Add: Balance brought forward 1451.33 12329.18
Profit available for appropriation 13753.83 14487.84
Less: Appropriation: - 124.73
Transfer to General Reserve - -
Interim Dividend - 498.92
Tax on Interim Dividend - 87.04
Proposed Dividend 374.18 124.73
Provision for Tax on Proposed Dividend 76.17 23.32
Balance carried forward to Balance Sheet 14754.81 13753.83

OPERATION STATE OF AFFAIRS

The Company achieved a consolidated turnover of '31861.32 lakhs as compared to'31495.62 lakhs in the previous year thereby consolidated turnover increased by 1.16% overprevious year. The consolidated Profit before tax and exceptional items were '3273.11lakhs as against '3066.00 lakhs of the previous year resulted in growth of consolidatedprofit approximately by 6.76% over previous year. The consolidated Profit after tax stoodat '2020.73 lakhs as compared to the profit of '2014.84 lakhs in the previous year.

The Company has achieved a standalone turnover of '12201.99 lakhs during the FY2017-2018 as compared to '13842.20 lakhs during the previous year resulted in decline ofapproximately 11.85% over previous year. The standalone profit after tax of the Companyincreased by 2.17% from '879.31 lakhs to '898.41 lakhs in the current year.

INDIAN ACCOUNTING STANDARDS

Your Company and its subsidiaries had adopted Ind AS with effect from April 1 2017pursuant to Ministry of Corporate Affairs notification dated February 16 2015 notifyingthe Companies (Indian Accounting Standard) Rules 2015. Your Company has published Ind ASFinancials for the year ended March 31 2018 along with comparable as on March 31 2017and Opening Statement of Assets and Liabilities as on April 1 2016.

FINANCE

Cash and cash equivalent as at March 31 2018 was '1386.58 lakhs. The Company continuesto focus on judicious management of its working capital. Receivables inventories andother working capital parameters were kept under strict check through continuousmonitoring.

CONSOLIDATED FINANCIAL STATEMENT

As stipulated by regulation 33 of Listing Regulations the consolidated financialstatements have been prepared by the Company in accordance with the applicable Ind AS. Theaudited consolidated financial statements together with Auditors' Report form part of theAnnual Report.

DIVIDEND

Your Directors recommended a dividend of 15% i.e. '1.50 per share on an Equity Share of'10/- each for the financial year ended March 31 2018. The dividend if declared by theMembers at the forthcoming Annual General Meeting (AGM) shall be paid to the eligibleMembers of the Company on October 5 2018. The total payout of aforesaid dividend would beapproximately '374.18 lakhs excluding the corporate dividend distribution tax asapplicable.

TRANSFER TO RESERVE

The Company does not propose to transfer any portion of profits to Reserves.

SHARE CAPITAL

The paid up equity share capital as on March 31 2018 was '2494.60 lakhs. During theyear under review the Company has not issued shares with differential voting rights norgranted stock options nor sweat equity. As on March 31 2018 following ExecutiveNon-Executive and Independent Directors of the Company holds equity shares in the Companyas per details given below:

Sr. No. Name of Director No. of shares held
1. Mr. Rashesh M. Bhansali (Executive Chairman) 13103428
2. Mr. Anmol Rashesh Bhansali (Whole Time Director) 200000
3. Mr. Ajay M. Khatlawala (Independent Director) 1000

TRANSFER OF EQUITY SHARES TO INVESTOR EDUCATION AND PROTECTION FUND AUTHORITY (IEPF):-

Pursuant to provision of section 124(6) of the Companies Act 2013 read with InvestorEducation and Protection Fund Authority (Accounting Audit Transfer and Refund) Rules2016 (‘Rules') as amended to date the Company has transferred 194411 equity sharesof the Company to IEPF Demat Account IN30070810656671 in respect of which dividend has notbeen paid or claimed by the Members for seven consecutive years or more during the yearunder review.

UNCLAIMED SHARES

As on March 312018 the Company has 16300 unclaimed equity shares of '10/- eachbelonging to 59 investors further the Company is holding the aforesaid shares in a Demat"Unclaimed Suspense Account" opened with Stock Holding Corporation of India Ltd.on behalf of the shareholders.

DEPOSITS

The Company has not accepted deposits covered under Chapter V of the Companies Act2013 and accordingly the disclosure requirements stipulated under the said Chapter arenot applicable.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

Particulars of Loans Guarantees given and Investments made during the year as requiredunder section 186 of the Companies Act 2013 and Schedule V of the Securities and ExchangeBoard of India (Listing Obligations and Disclosure Requirements) regulations 2015 havebeen disclosed in the financial statements.

REVIEW OF SUBSIDIARIES AND ASSOCIATES

Your Company has three Subsidiaries and one Associate (JV) Company. Financials of theSubsidiaries and Associate Company are disclosed in the Consolidated Financial Statementswhich form part of this Annual Report. A statement containing salient features of theFinancial Statements of the Subsidiaries Joint Venture and Associate Company is annexedto this Annual Report pursuant to Section 129 of the Companies Act 2013 and Rules madethereunder in prescribed From AOC-3A and hence not repeated here for the sake of brevity.

EXTRACT OF ANNUAL RETURN

As required pursuant to section 92(3) of the Companies Act 2013 and rule 12(1) of theCompanies (Management and Administration) Rules 2014 an extract of the Annual Return inform MGT-9 is annexed herewith as Annexure A.

MEETING OF THE BOARD

During the year four Board meetings were held the details of which are given in theCorporate Governance Report.

INDEPENDENT DIRECTORS DECLARATION

The Independent Directors have submitted the Declaration of Independence as requiredpursuant to Section 149 of the Companies Act 2013 and provisions of the ListingRegulations stating that the they meet the criteria of independence as provided therein.

BOARD EVALUATION

In compliance with the Companies Act 2013 and Regulation 17 of the ListingRegulations the performance evaluation of the Board and its Committees were carried outduring the year under review.

The evaluation was made in the overall context of the effectiveness of the Board andthe respective Committees in providing guidance to the operating management of theCompany level of attendance in the Board/ Committee meetings constructive participationin the discussion on the agenda items effective discharge of the functions and roles ofthe Board/ Committees. A detailed discussion followed on the basis of the aforesaidcriteria and the Board collectively agreed that the Board and all its Committees fulfilledthe above criteria and positively contributed in the decision making process at the Board/Committee level.

The Board has evaluated the performance of the individual directors on the basis ofevaluation criteria specified in the Nomination and Remuneration policy of the Company. Amember of the Board/Committee did not participate in the discussion of his/her evaluation.

NOMINATION AND REMUNERATION POLICY

The Company follows a Policy on appointment and Remuneration of Directors and SeniorManagement Employees. The Policy is approved by the Nomination & RemunerationCommittee and the Board. The main objective of the said policy is to ensure that the level

and composition of remuneration is reasonable and sufficient to attract retain andmotivate the Directors KMP and senior management employees. The said Policy also lay downcriteria for determining qualifications positive attributes independence of a Directorand other matters provided under sub-section (3) of section 178 is appended as Annexure Bto this Report.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

The familiarization programme aims to provide Independent Directors with the Jewelleryindustry scenario the socio-economic environment in which the Company operates thebusiness model the operational and financial performance of the Company significantdevelopment so as to enable them to take well informed decisions in a timely manner. Thefamiliarization programme also seeks to update the directors on the rolesresponsibilities rights and duties under the act and other statutes.

The policy on Company's familiarization programme for Independent Directors is postedon the Company's website at www.goldiam.com.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mr. Manhar Ratilal Bhansali Non-Executive Chairman and Founder Promoter of the Companyexpired on October 3 2017. Mr. Manhar Ratilal Bhansali was not only a chief architect ofGoldiam's success but also a key stalwart in the Indian gems and jewellery industry. Hewas a true visionary leader an amazing human being and an inspiring mentor always readyto help. Under his leadership the Goldiam Group had grown up by leaps and bounds. Hiscontribution towards the Company's growth cannot be measured but can be felt. The Boardof Directors places on record their sincere appreciation for the valuable guidance andleadership provided by late Mr. Manhar Ratilal Bhansali during his tenure as a Chairmanand Managing Director till August 2014 and thereafter as Non- Executive Chairman of theCompany and as a Chairman and Member of various Committees of the Directors of theCompany.

The Board of Directors have appointed Mr. Rashesh Manhar Bhansali Vice Chairman andManaging Director as an Executive Chairman of the Company.

Key Managerial Personnel

The following are the Key Managerial Personnel of the Company:

Mr. Rashesh Manhar Bhansali: Executive Chairman

Mr. Anmol Rashesh Bhansali: Whole-time Director

Mr. Pankaj Parkhiya: Company Secretary & Compliance Officer

Ms. Darshana Patel- Chief Financial Officer

Committees of the Board

The Board of Directors has the following Committees:

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders' Relationship Committee

• Corporate Social Responsibility Committee

• Share Transfer Committee

The details of the Committees along with their composition number of meetings held andattendance at the meetings are provided in the Corporate Governance Report.

APPOINTMENT AND RE-APPOINTMENTS

• The tenure of Mr. Ajay M. Khatlawala as an Independent Director will expire at31st Annual General Meeting of the Company and intimation of notice has been received fromMr. Ajay M. Khatlawala for his re-appointment.

• As per the provisions of the Companies Act 2013 and the Articles of Associationof the Company Mrs. Tusli Gupta (DIN 06905143) NED retires at 31st Annual GeneralMeeting and being eligible offers herself for re-appointment.

• Dr. Raghavachari Srinivasan Independent Director (DIN 00003968) is 87 yearsold consent of the Members by way of Special Resolution is sought by the Company incompliance with Regulation 17(1A) of Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) (Amendment) Regulations 2018 for continuance ofhis appointment/re-appointment as a NonExecutive Independent Director of the Companybeyond the age of 75 years for the period with effect from April 01 2019 till the expiryof his renewed tenure.

• The Board of Directors based on the recommendation of the Nomination andRemuneration Committee appointed Mr. Anmol Rashesh Bhansali (DIN 07931599) as AdditionalDirector w.e.f. November 25 2017 in terms of Section 161 of the Companies Act 2013 heholds office up to the date of the 31st Annual General Meeting. The Board of Directorsrecommended for your approval to appoint Mr. Anmol Rashesh Bhansali as Whole Time Directorfor 5 years w.e.f. November 25 2017.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 134(5) of the Companies Act 2013 withrespect to Directors' Responsibility Statement it is hereby confirmed that:

(i) in the preparation of the annual accounts for the financial year ended March 312018 the applicable accounting standards have been followed along with properexplanations relating to material departures if any;

(ii) the directors have selected such accounting policies and applied themconsistently except for the change in accounting policies stated in notes to the accountsand judgments and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company as on March 312018 and of the statement ofprofit and loss and cash flow of the Company for the period ended March 312018;

(iii) proper and sufficient care has been taken 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;

(iv) the annual accounts have been prepared on a going concern basis;

(v) proper internal financial controls to be followed by the Company has been laid downand that such internal financial controls are adequate and were operating effectively; and

(vi) that the Directors had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems are adequate and operatingeffectively.

STATUTORY INFORMATION

Information required under Section 197(12) of the Companies Act 2013 read withCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 and formingpart of this Directors' Report for the year ended March 31 2018 is given in Annexure C.

RELATED PARTY TRANSACTIONS

All the related party transactions are entered on an arm's length basis in theordinary course of business and are in compliance with applicable provisions of theCompanies Act 2013 and the Listing Regulations. All Related Party Transactions are placedbefore the Audit Committee. Prior omnibus approval of the Audit Committee is obtained forrelated party transactions which are foreseen and repetitive in nature and thetransactions entered into pursuant to the omnibus approval so granted are placed beforethe Audit Committee for reviewing on a quarterly basis. There are no materiallysignificant related party transactions made by the Company with Promoters Directors orKey Managerial Personnel etc. which may have potential conflict with the interest of theCompany at large or which warrants the approval of the shareholders. Accordingly notransactions are being reported in Form AOC-2 in terms of section 134 of the Act readwith Rule 8 of the Companies (Accounts) Rules 2014. However the details of thetransactions with Related Party are provided in the Company's financial statements inaccordance with the Accounting Standards.

The policy on Related Party Transactions as approved by the Board is uploaded on theCompany's website http:// www.goldiam.com/download/policv/Policv%20on%20Related%20Party%20Transaction.pdf. None of the Directors have any pecuniary relationshipsor transactions vis-a-vis the Company.

1. Details of contracts or arrangements or transactions not at arm's length basis: Nil

2. Details of material contracts or arrangement or transactions at arm's length basis:

Name(s) of the related party and nature of relationship Nature of contracts/ arrangement/ transactions Duration of the contracts / arrangements/ transactions Salient terms of the contracts or arrangements or transactions including the value if any: Date(s) of approval by the Board if any: Amount paid as advances if any:
Goldiam USA Inc. (Wholly Owned Subsidiary) Sale and Purchase 5 years Value of the contract is '200 Crores N.A N.A

Note: Audit Committee has granted omnibus approval for the related partytransaction to be entered with Goldiam USA Inc. at the meeting of Audit Committee held onMay 27 2014.

AUDITORS

i. AUDITORS AND THEIR REPORT

Pursuant to provisions of Section 139 of the Act and Rules thereunder M/s J.D. Zatakia& Co. Chartered Accountants registered with the Institute of Chartered Accountants ofIndia (ICAI) vide registration number 111777W were appointed as Statutory Auditors of theCompany at 30th Annual General Meeting held on September 27 2017 for a term of fiveconsecutive years from the conclusion of the 30th Annual General Meeting scheduled tillconclusion of 35th Annual General Meeting to be held in the year 2022 subject toratification of their appointment at every subsequent Annual General Meeting.

As the first proviso to sub-section (1) of Section 139 requiring ratification has beenomitted by The Companies (Amendment Act ) 2017 as notified on May 7 2018 resolutionseeking ratification of their appointment does not forms part of the Notice convening the31st Annual General Meeting. However the statutory auditors have given EligibilityCertificate to continue to act as Auditors of the Company and confirmed that they hold avalid certificate issued by the "Peer Review Board" of The Institute ofChartered Accountants of India.

The Reports issued by the Statutory Auditors on the financial statement for thefinancial year ended March 31 2018 do not contain any qualification reservation oradverse remark or disclaimer and is part of the Annual Report.

ii. SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act 2013 and rules madethereunder the Board has appointed M/s. R.N. Shah & Associates a firm of CompanySecretaries in Practice (C.P.No.700) to carry out Secretarial Audit for the financial year2017-18. The report of the secretarial Auditor is annexed to this report as Annexure D.The report does not contain any qualification.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE COURTS OR REGULATORS

There have been no significant and material orders passed by the courts or regulatorsor tribunals impacting the going concern status and Company's operations.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO

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

RISK MANAGEMENT POLICY AND ITS IMPLEMENTATION

Risk management has always been an integral part of the corporate strategy whichcomplements the organizational capabilities with business opportunities robust planningand execution.

In line with the new regulatory requirements the Company has formally framed a RiskManagement Policy to identify assess monitor and mitigate various risks to key businessobjectives. Major risks identified by the businesses and functions are systematicallyaddressed through mitigating actions on a continuing basis. These are discussed at themeetings of the Audit Committee and the Board of Directors of the Company.

INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls with reference tofinancial statements. Periodic audits are undertaken on a continuous basis covering allthe operations i.e. manufacturing sales & distribution marketing finance etc.Reports of internal audits are reviewed by management and Audit Committee from time totime and desired actions are initiated to strengthen the control and effectiveness of thesystem.

CORPORATE SOCIAL RESPONSIBILITY

Pursuant to the provisions of Section 135 of the Companies Act 2013 the Companies(Corporate Social

Responsibility) Rules 2014 and the various notifications/ circulars issued by theMinistry of Corporate Affairs the Company has contributed an amount of '41.60 lakhs whichincludes unspent amount of '500000/- carried forward from F.Y. 2016-17 towards CSRactivities the Company has undertaken projects in the area of animal welfare inaccordance with Schedule VII of the Companies Act 2013 with the help of other registeredtrust namely "Shree Sumati Jeev Raksha Kendra undertaking "Jeevdaya"project.

The content of CSR policy of the Company and detailed report on CSR activitiesincluding amount spent is given in Annexure F.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

The Company has in place a Sexual Harassment Policy in line with the requirements ofSexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.An Internal Committee has been set up to redress the complaints received regarding sexualharassment at workplace. All employees including trainees are covered under this policy.

The following is the summary of sexual harassment complaints received and disposed offduring the current financial year:-

1. Number of Complaints received : Nil
2. Number of Complaints disposed off : Nil

VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Board of Directors of Goldiam International Limited are committed to maintain thehighest standard of honesty openness and accountability and recognize that employees haveimportant role to play in achieving the goal. Further the your Board is in believe thatthe employees should be able to raise complaints concerning questionable accountingpractices internal accounting controls or auditing matters or concerning the reporting offraudulent financial information etc. free of any discrimination retaliation orharassment for which the Board has established a Whistle Blower Policy which encouragedthe employees to report their genuine concerns and questionable accounting practices toMr. Ajay M. Khatlawala Chairman of Audit Committee through email or by correspondencethrough post. Further details are available on the company's website www.goldiam.com.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of the provisions of Regulation 34(2)(e) of SEBI Listing Regulations theManagement's discussion and analysis is set out in this Annual Report.

REPORT ON CORPORATE GOVERNANCE

Your Company continue to imbibe and emulate the best corporate governance practicesaimed at building trust among all stakeholders- shareholders employees customerssuppliers and others. Your Company believes that fairness transparency responsibilityand accountability are the four key elements of corporate governance. The Company hascomplied with the corporate governance requirements under the Companies Act 2013 and asstipulated under the listing regulations. A separate section on corporate governance underthe listing regulations along with a certificate from the Company's Auditor confirmingcompliance is annexed and forms an integral part of this Annual Report.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Institute of Company Secretaries of India a Statutory Body has issued SecretarialStandards on various aspects of corporate law and practices. The Company has complied witheach one of them.

ACKNOWLEDGEMENTS

Your Directors express their appreciation for the sincere cooperation and assistance ofCentral and State Government authorities bankers customers suppliers and businessassociates. Your Directors also wish to place on record their deep sense of appreciationfor the committed services by your Company's employees. Your Directors acknowledge withgratitude the encouragement and support extended by our valued shareholders.

For and on behalf of the Board of Directors
Rashesh M. Bhansali
Place: Mumbai Executive Chairman
Dated: August 13 2018 (DIN 00057931)