Your Directors have pleasure in presenting their Thirty- second Annual Report on theaffairs of the Company together with the Audited Statement of Accounts for the year endedMarch 31 2019.
|Particulars ||Current Year 31.03.2019 ||Previous Year 31.03.2018 |
|Sales for the year ||16982.73 ||12201.99 |
|Other Income ||1081.46 ||647.75 |
|Total Income ||18064.19 ||12849.74 |
|Profit before Interest & finance charges depreciation & taxation ||3101.30 ||1599.90 |
|Less: Interest & finance Charges ||110.21 ||28.71 |
|Operating profit before depreciation & taxation ||2991.09 ||1571.19 |
|Less: Depreciation amortization & impairment of asset ||197.62 ||176.06 |
|Profit before Exceptional Items ||2793.47 ||1395.13 |
|Add: Exceptional Items ||- ||- |
|Profit before taxation ||2793.47 ||1395.13 |
|Current Tax & Prior Year ||866.69 ||503.33 |
|Deferred Tax Liability ||(31.19) ||(6.62) |
|Profit after taxation ||1957.97 ||898.42 |
|Total other Comprehensive Income ||352.82 ||552.91 |
|Total profit ||2310.79 ||1451.33 |
|Add: Balance brought forward ||2310.80 ||1451.33 |
|Profit available for appropriation ||15205.14 ||13753.83 |
|Less: Appropriation: || || |
|Transfer to General Reserve ||- ||- |
|Interim Dividend ||459.32 ||- |
|Tax on Interim Dividend ||94.41 ||- |
|Proposed Dividend ||229.66 ||374.18 |
|Provision for Tax on Proposed Dividend ||46.75 ||76.17 |
COMPANY'S PERFORMANCE REVIEW
During the financial year ended March 31 2019 your Company recorded a consolidatedturnover of '44637.79 lakhs as compared to the turnover of '31861.32 lakhs in the previousfinancial year ended March 312018 thereby consolidated turnover increased by 40.10% overprevious year. The consolidated Profit before tax and exceptional items were '6812.07lakhs as against '3273.11 lakhs of the previous year resulted in growth of consolidatedprofit approximately by 108.12% over previous year. The consolidated Profit after taxstood at '4659.14 lakhs as compared to the profit of '2020.73 lakhs in the previous year.Whether
The Company has achieved a standalone turnover of '16982.73 lakhs during the FY2018-2019 as compared to '12201.99 lakhs during the previous year reflects a growth of39.18% over the corresponding financial year ended March 31 2018. The standalone profitafter tax of the Company increased by 117.93% from '898.41 lakhs to '1957.97 lakhs in thecurrent 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 312019 along with comparable as on March 312018.
Cash and cash equivalent as at March 31 2019 was '2625.30 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.
The Company paid an interim dividend of 20% ('2/- per share) during the years andfurther your Directors recommended a final dividend of 10% i.e. '1/- per share on anEquity Share of '10/- each for the financial year ended March 312019. The dividend ifdeclared by the Members at the forthcoming Annual General Meeting (AGM) shall be paid tothe eligible Members of the Company on or after October 8 2019. The aggregate dividendfor the year 2018-2019 is 30% ('3/- per share) and the total payout will be '829.24 lakhsincluding dividend distribution tax of '140.26 lakhs.
TRANSFER TO RESERVE
The Company does not propose to transfer any portion of profits to Reserves.
The paid up equity share capital as on March 31 2019 was '2296.60 lakhs.
As on March 31 2019 following Executive NonExecutive and Independent Directors ofthe Company holds equity shares in the Company as per details given below:
|Sr. No. Name of Director ||No. of shares held |
|1. Mr. Rashesh M. Bhansali (Executive Chairman) ||10000000 |
|2. Mr. Anmol Rashesh Bhansali (Whole Time Director) ||3303428 |
|3. Mr. Ajay M. Khatlawala (Independent Director) ||1000 |
BUYBACK OF SHARES
The Board of Directors in its meeting held on November 14 2018 had approved buy backproposal for the purchase of fully paid up equity shares of face value of '10/- (IndianRupees Ten only) each by the Company at a price not exceeding '90/- (Indian RupeesNinety Only) per equity share out of free reserves or such other sources as permitted bylaw from the shareholders/ beneficial owners of the Company by the means of open marketthrough stock exchange mechanism as prescribed under the Companies Act 2013("Act") read along with SEBI (Buy Back of Securities) Regulations 2018provided that the buyback shall not exceed of '178200000/- (Indian Rupees SeventeenCrore eighty-two lakhs Only) representing 7.83% of the aggregate of the total paid-upequity share capital and free reserves of the Company based on the audited financialstatements of the Company as on March 31 2018.
The Buyback was undertaken by the Company to return surplus funds to the EquityShareholders and thereby enhancing the overall returns to Shareholders. The Buyback ofshares through stock exchange mechanism was opened on November 26 2018 and closed onDecember 17 2018. The Company had bought back 1980000 Equity Shares at an averageprice of '89.07 per Equity Share. Accordingly the Company deployed'176352137.07(Rupees Seventeen Crores Sixty Three Lakhs Fifty Two Thousand One HundredThirty Seven and Seven Paise only) (excluding Transaction Costs) which representsapproximately 98.96% of the Maximum Buyback Size.
CHANGES IN STRUCTURE OF SHARE CAPITAL IF ANY
During the financial year 2018-19 the Company has extinguished the bought-back1980000 equity shares of '10/- each pursuant to the buy-back of fully paid up equityshares of the Company as mentioned earlier.
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 8970 equity shares ofthe 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.
As on March 312019 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.
During the year under review the Company neither accepted any public deposits northere were any amounts outstanding at the beginning of the year which were classified asDeposits' in terms of Section 73 of the Companies Act 2013 read with Rule 2(1)(c)of the Companies (Acceptance of Deposits) Rules 2014.
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 and Associate Company is annexed to this AnnualReport pursuant to Section 129 of the Companies Act 2013 and Rules made thereunder inprescribed From AOC-3A and hence not repeated here for the sake of brevity.
EXTRACT OF ANNUAL RETURN
Pursuant to sub-section (3) of Section 92 of the Companies Act 2013 read with Rule 12of the Companies (Management and Administration) Rules 2014 the extract of the AnnualReturn as at March 31 2019 in Form MGT-9 is set out in Annexure A to the Directors'Report and the same is available on Company's website www.goldiam.com.
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(7) of the Companies Act 2013 and all other applicable provisionsof the Act and Regulation 16(1)(b) read with Regulation 25(8) of the Listing Regulationsstating that
they meet the criteria of independence as provided under the Act and the ListingRegulations
they are not disqualified to become directors under the Act
they have complied with the Code of Conduct as specified in Schedule IV to theAct;
in the opinion of the Board of Directors all the Independent Directorsfulfilled the criteria of independence as provided under the Act rules made thereunderread with the Listing Regulations and that they are independent of the management.
ANNUAL EVALUATION OF BOARD OF ITS OWN PERFORMANCE ITS COMMITTEES THE CHAIRMAN ANDINDIVIDUAL DIRECTORS INCLUDING THE INDEPENDENT DIRECTORS
In compliance with the Sections 134 and 178 of the Companies Act read with Regulations17 and 19 of the Listing Regulations the performance evaluation of the Board and itsCommittees were carried out during 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 Nomination and Remuneration Policy of the Company was modifiedby the Board of Directors at its meeting held on February 13 2019 in light of theAmendment Regulations. The main objective of the said policy is to ensure that the leveland 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 and is also uploaded on the Company's website www.goldiam.com (web link:http:// www.goldiam.com/download/policy/2019/Nomination- and-Remuneration-Policy.pdf)
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 Board members are provided with the necessary documents reports and policies toenable them to familiarize with the Company's procedures and practices. Updates onrelevant statutory changes and important laws are also given in the meetings.
The details of familiarization program for Directors are posted on the Company'swebsite www.goldiam.com.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Key Managerial Personnel
The following are the Key Managerial Personnel of the Company:
Mr. Rashesh Manhar Bhansali: Executive Chairman Mr. Anmol Rashesh Bhansali: Whole-timeDirector
Mr. Pankaj Parkhiya: Company Secretary & Compliance Officer
Ms. Darshana Patel (Faldu) - Chief Financial Officer
Committees of the Board
The Board of Directors have the following Committees:
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.
Retirement by Rotation:
As per the provisions of the Companies Act 2013 and the Articles of Association of theCompany Mr.Rashesh Manhar Bhansali (DIN 00057931) ED retires at 32nd Annual GeneralMeeting and being eligible offers himself for re-appointment.
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 312019 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 31 2019 and of the statement ofprofit and loss and cash flow of the Company for the period ended March 31 2019;
(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.
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 2019 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/policy/2019/Policy-on-Related-Party-Transaction.pdf. None of the Directors have any pecuniary relationshipsor transactions vis-a-vis the Company.
Details of contracts or arrangements or transactions not at arm's length basis: Nil
Details of material contracts or arrangement or transactions at arm's length basis: NA
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.
However the Ministry of Corporate Affairs has vide notification dated May 07 2018withdrawn the requirement of seeking Member's ratification at every Annual General Meetingon appointment of Statutory Auditor during their tenure of five years. Hence theresolution seeking ratification of their appointment does not forms part of the Noticeconvening the 32nd Annual General Meeting.
A certificate from Statutory Auditors has been received to the effect that theirappointment as Statutory Auditors of the Company continue to be according to the termsand conditions prescribed under Section 139 of the Act and Rules thereunder.
There are no qualifications or adverse comments in the Auditor's Report needingexplanations or comments by the Board. The Statutory Auditors have not reported anyincident of fraud to the Audit Committee in the year under review.
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 year2018-19.
The Secretarial Audit Report in Form No MR-3 forms part of this Report as Annexure D.There are no qualifications or observations or other remarks made by the SecretarialAuditor on the audit conducted by him in his Report for the year under review.
In accordance with SEBI Circular no. CIR/CFD/ CMD1/27/2019 dated February 08 2019 theCompany has obtained from the Secretarial Auditor of the Company an Annual SecretarialCompliance Report.
Pursuant to Regulations 24A of SEBI Listing Regulations 2015 the Secretarial AuditReport in Form No MR-3 of material unlisted subsidiaries of the Company incorporated inIndia forming part of this Directors' Report for the year ended March 31 2019 is given inAnnexure E.
iii. INTERNAL AUDITOR
M/s.J.H. Shah & Associates Chartered Accountants are our Internal Auditors. Thescope of work and authority of the Internal Auditors is as per the terms of referenceapproved by Audit Committee. The Internal Auditors monitors and evaluates the efficiencyand adequacy of internal control system in the Company its compliance with operatingsystems accounting procedures and policies of the Company. Significant audit observationand recommendations along with corrective actions thereon are presented to the AuditCommittee of the Board.
COMPLIANCE WITH SECRETARIAL STANDARDS
During the financial year under review the Company has complied with the applicableSS-1 (Secretarial Standard on Meetings of the Board of Directors) and SS-2 (SecretarialStandard on General Meetings) issued by the Institute of Company Secretaries of India andapproved by the Central Government under Section 118(10) of the Companies Act 2013.
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 readwith Rule 8 of the Companies (Accounts) Rules 2014 is annexed herewith as Annexure F.
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/circularsissued by the Ministry of Corporate Affairs the Company has contributed an amount of '4164600/- lakhs towards CSR activities the Company has undertaken projects in the areaof animal welfare and promoting preventive health care in accordance with Schedule VII ofthe Companies Act 2013 with the help of other registered trusts namely "Shree SumatiJeev Raksha Kendra undertaking "Jeevdaya" project in the area of Animal Welfareand "Make-A-Wish Foundation of India" undertaking "promoting preventivehealth care" project.
The content of CSR policy of the Company and detailed report on CSR activitiesincluding amount spent is given in Annexure G.
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
encouraged the employees to report their genuine concerns and questionable accountingpractices to Mr.Ajay M. Khatlawala Chairman of Audit Committee through email or bycorrespondence through post. Further details are available on the company's websitewww.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 Company Secretaries in practiceconfirming compliance is annexed and forms an integral part of this Annual Report.
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
Dated: May 23 2019