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Golkunda Diamonds & Jewellery Ltd.

BSE: 523676 Sector: Consumer
NSE: N.A. ISIN Code: INE798D01015
BSE 00:00 | 18 Jul 12.29 0
(0.00%)
OPEN

12.45

HIGH

12.45

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11.83

NSE 05:30 | 01 Jan Golkunda Diamonds & Jewellery Ltd
OPEN 12.45
PREVIOUS CLOSE 12.29
VOLUME 27
52-Week high 22.05
52-Week low 11.83
P/E 9.91
Mkt Cap.(Rs cr) 9
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 12.45
CLOSE 12.29
VOLUME 27
52-Week high 22.05
52-Week low 11.83
P/E 9.91
Mkt Cap.(Rs cr) 9
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Golkunda Diamonds & Jewellery Ltd. (GOLKUNDADIAMOND) - Director Report

Company director report

To

The Members

GOLKUNDA DIAMONDS AND JEWELLERY LIMITED

Mumbai

Your Directors have pleasure in submitting their 27th Annual Report of the Companytogether with the Audited Statements of Accounts for the year ended 31st March 2017.

FINANCIAL RESULTS / STATE OF COMPANY’S AFFAIRS:

The summarized standalone results of your Company are given in the table below:

(Amt. in Rs)

Particulars Financial Year Ended
31/03/2017 *31/03/2016
Net Sales / Income from Business Operations 837490763 976772730
Other Income 1203169 45150
Total Income 838693932 976817880
Provision for Depreciation / Amortization 2881148 2920793
Profit/(loss) after Depreciation & before Provision for Tax 12658149 42342121
Less: Provision for Income Tax (Current Tax) 4500000 14500000
Less: Deferred Tax (336827) (322685)
Less: Prior period tax adjustment 186918 --
Net Profit/(Loss) After Tax 8308058 28164806
Amount of Dividend / Provision for Dividend 2437428 4178448
Amount Propose to be transferred to General Reserve 2500000 2500000
Earning per share (Basic & Diluted) 1.19 4.04

*Previous year’s Figures have been regrouped / rearranged wherever necessary

DIVIDEND:

Your Directors are pleased to recommend a final dividend of Rs. 0.35/- i.e. @ 3.5% perEquity Share for the financial year ended 31.03.2017. The dividend if approved anddeclared in the forthcoming Annual General meeting would result a Dividend outflow of Rs.2437428/- and dividend Distribution Tax of Rs. 496203/- aggregating a total outflow ofRs. 2933631/-.

TRANSFER OF UNCLAIMED / UNPAID AMOUNT TO INVESTOR EDUCATION AND PROTECTION FUND:

Your Company does not have any funds as contemplated under Section 125 of the CompaniesAct 2013 lying unpaid or unclaimed which were required to be transferred to InvestorEducation and Protection Fund (IEPF).

MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANYOCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATEAND THE DATE OF THE REPORT:

There are no material changes and commitments affecting the financial position of theCompany occurred between the end of the financial year to which this financial statementsrelate and the date of this report.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIESACT 2013:

The particulars of loans guarantees or investments made by the Company under Section186 of the Companies Act 2013 during the year under review are disclosed under therespective schedules / notes in the financial statements.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

All related party transactions that were entered into during the financial year were onarm’s length basis and were in the ordinary course of the business. There are nomaterially significant related party transactions made by the company with related partieswhich may have potential conflict with interest of the company at large. The particularsof such contract or arrangements entered into by the Company with related parties referredto in sub-section (1) of section 188 of the Companies Act 2013 are attached herewith inAnnexure I in Form No. AOC-2.

All Related Party transactions were placed before the Audit Committee and the Board forapproval.

The Policy of Related party transactions/Disclosures are approved by the Board isposted on the Company’s website viz www.golkunda.com.

SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES:

The Company does not have any Subsidiary Joint venture or Associate Company and henceno further disclosure is required in this regard.

HOLDING COMPANY:

Neverloose Properties & Investment Private Limited continues to be Holding Companywith 56.99% stake in the Company.

CHANGE IN THE NATURE OF BUSINESS:

There has been no change in the nature of business during the year under review.

DEPOSITS:

Your Company has neither accepted / renewed any deposits during the year nor has anyoutstanding deposits in terms of Section 73 to 76 of the Companies Act 2013.

SHARE CAPITAL:

As on 31st March 2017 the issued subscribed and paid up share capital of yourCompany stood at Rs. 69640800./- (Rupees Six Crores Ninety Six Lacs Forty ThousandEight Hundred Only) comprising 6964080 (Sixty Nine Lacs Sixty Four Thousand Eighty)Equity shares of Rs.10/- each. The Company has neither issued shares with differentialvoting rights nor granted any stock options or issue any sweat equity or issued any BonusShares. Further the Company has not bought back any of its securities during the yearunder review and hence no details / information invited in this respect.

INTERNAL FINANCIAL CONTROLS:

The internal financial controls with reference to the Financial Statements arecommensurate with the size and nature of business of the Company.

NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW:

During the financial year under review the Company had 6 (Six) Board meetings on26.05.2016 01.08.2016 12.08.2016 11.11.2016 10.01.2017 13.02.2017. The details ofattendance of Directors at the Board Meeting are disclosed under Corporate Governancesection of Annual Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

In terms of Article of Association of the Company Mr. Arvind Dadha retires at theforthcoming Annual General Meeting and being eligible offers himself for re-appointment.The details of director being recommended for re-appointment as required under the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 are contained in theaccompanying Notice convening the ensuing Annual General Meeting of the company.

Ms. Pooja Sanghavi has resigned as Company Secretary and Compliance Officer of theCompany w.e.f. 22.05.2017 and the company has appointed Ms. Kopal Jain as CompanySecretary and Compliance Officer of the company w.e.f 30.05.2017.

The tenure of appointment of Mr. Kantikumar Dadha (DIN: 00283289) as Managing Directorof the Company will expire on 30.09.2017. The Board has approved the re-appointment as perthe recommendation of Nomination & Remuneration Committee subject to approval ofmembers at ensuing Annual General Meeting. Your Directors recommends the re-appointment ofMr. Kantikumar Dadha as Managing Director of the Company for a period of three (3) yearswith effect from 01.10.2017 at the ensuing Annual General Meeting.

The tenure of appointment of Mr. Karan Singh Baid (DIN: 00283224) and Mr. Arvind Dadha(DIN: 00317631) Whole Time Directors of the company will expire on 09.11.2017 and30.09.2017 respectively. The Board has approved the re-appointment as per therecommendation of Nomination & Remuneration Committee subject to approval of membersat ensuing Annual General Meeting. Your Directors recommends the re-appointment of Mr.Karansingh Baid and Mr. Arvind Dadha as Wholetime Directors of the company w.e.f.10.11.2017 and 01.10.2017 respectively for a period of three (3) years at the ensuingAnnual General Meeting.

Mr. Ashish Dadha is acting as Chief Financial Officer of the Company.

DIRECTORS RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 134(5) of the Companies Act 2013 theBoard hereby submit its responsibility Statement:-

(a) in the preparation of the annual accounts for 2016-17 the applicable accountingstandards had been followed along with proper explanation relating to material departures;

(b) the directors had 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 2016-17and of the profit and loss of the company for that period; (c) the directors had takenproper and sufficient care for the maintenance of adequate accounting records inaccordance with the provisions of this Act for safeguarding the assets of the company andfor preventing and detecting fraud and other irregularities;

(d) the directors had prepared the annual accounts on a going concern basis;

(e) that the Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively during the year.

(f) the directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

DECLARATION OF INDEPENDENT DIRECTORS:

The Company has received necessary declaration from each Independent Director asrequired under section 149(7) of the Companies Act 2013 that he / she meets the criteriafor independence as laid down in Section 149(6) of the Companies Act 2013 and Regulation25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

BOARD EVALUATION:

Pursuant to provisions of Companies Act 2013 and Schedule IV of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 (LODR) the Board has carriedout an Annual Performance Evaluation of its own performance the Directors individually aswell as the evaluation of the working of its Committees.

In line with effective governance requirements the Board reviews its own performanceannually using a pre-determined template designed as a tool to facilitate the evaluationprocess. The assessment was built around the functioning of the Board as a whole itsCommittees and also the evaluation of Individual Directors.

While the individual directors’ performance was reviewed by the Chairman and therest of the Board excluding the Director being evaluated the Chairman’s andNon-independent Directors performance was appraised through feedback from IndependentDirectors.

AUDIT COMMITTEE:

The Audit Committee consists of the following members:

Sr. No. Name Category Position
1 Mr. Mangilal Maloo Independent Non- Executive Director Chairman
2 Mr. Gautam Chand Dadha Independent Non- Executive Director Member
3 Mr. Askokkumar Bekal Independent Non- Executive Director Member

During the year under review the Board has accepted all the recommendation of theAudit Committee.

The details of composition terms of reference meetings of committee attendance ofmembers at Committee meetings are available in the Corporate Governance Report and formspart of this Annual Report.

WHISTLE BLOWER POLICY / VIGIL MECHANISM:

In compliance with the provisions of section 177(9) of the Companies Act 2013 andRegulation of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015(LODR) the Company has adopted a Whistle Blower Policy as a vigil mechanism for directorsand employees of the Company.

The Whistle Blower Policy is disclosed on the Company’s website www.golkunda.com.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS:

Pursuant to requirements of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 the Company has a familiarization programme for Independent Directorswith regard to their role rights responsibilities in the Company nature of the industryin which the Company operates business model of the Company etc. The Board Members areprovided with all necessary documents/ reports and internal policies to enable them tofamiliarise with the Company’s procedures and practices and keep themselves abreastof the latest corporate regulatory and industry developments.

The same has been posted on website of the Company viz; www.golkunda.com.

RISK MANAGEMENT:

The Company has in place a mechanism to identify assess monitor and mitigate variousrisks to key business objectives. Major risks identified by the businesses and functionsare systematically addressed through mitigating actions on a continuing basis.

CORPORATE SOCIAL RESPONSIBILITY:

In accordance with the provisions of Section 135 of the Companies Act 2013 andCompanies (CSR Policy) Rules. 2014 the Company has formulated and posted CSR Policy onwebsite of the Company viz; www.golkunda.com.

The Annual Report on CSR activities in accordance with the Companies (Corporate SocialResponsibility Policy) Rules 2014 undertaken by the Company during the year is attachedas an ‘Annexure II’ to this Report.

The details of composition terms of reference meetings of CSR committee attendanceof members at Committee meetings are available in the Corporate Governance Report andforms part of this Annual Report.

NOMINATION & REMUNERATION COMMITTEE

In compliance with the provisions of Companies Act 2013 your Company has‘Nomination & Remuneration Committee’ with an enhanced scope and functionsas stipulated under new law. The Nomination & Remuneration Committee comprises of Mr.Mangilal Maloo as Chairman and Mr. Gautam Dadha and Mr. Ashokkumar Bekal as members of theCommittee.

The details of composition terms of reference meetings of committee attendance ofmembers at Committee meetings are available in the Corporate Governance Report and formspart of this Annual Report.

NOMINATION AND REMUNERATION POLICY

Pursuant to provisions of Section 178 of the Companies Act 2013 the Board has onrecommendation of Nomination & Remuneration Committee formulated a Policy onDirectors’ appointment and remuneration including criteria for determiningqualifications positive attributes independence of a Director and other matters providedunder Section 178(3) of Companies Act 2013.

Nomination and Remuneration Policy has been annexed to the Corporate Governance Report.

STAKEHOLDERS RELATIONSHIP COMMITTEE:

Your Company has ‘Stakeholders Relationship Committee’ with enhanced scopeand functioning. The Stakeholders Relationship Committee comprises of Mr. Mangilal Malooas Chairman and Mr. Gautam Chand Dadha and Mr. Ashokkumar Bekal as members of theCommittee. The details of composition terms of reference meetings of committee anddetails of shareholders complains received solved and pending are available in theCorporate Governance Report and forms part of this Annual Report.

SECRETARIAL AUDIT REPORT:

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hadappointed M/s. Nilesh Shah & Associates Company Secretary in Practice to undertakethe Secretarial Audit of the Company for the year ended March 31 2017.

The Secretarial Audit Report is annexed herewith as an ‘Annexure III’.

The Secretarial Audit Report does not contain any material qualification reservationor adverse remark.

STATUTORY AUDITORS:

M/s. Motilal & Associates Chartered Accountants were appointed as the StatutoryAuditors for a period of 5 years in the Annual General Meeting held on 27.09.2014. Theircontinuance of appointment and payment of remuneration needs to be confirmed ratified andapproved in the ensuing Annual General Meeting. Your Directors recommend the ratificationof appointment of Auditor at the ensuing Annual General Meeting.

EXPLANATION OR COMMENTS ON QUALIFICATIONS RESERVATIONS OR ADVERSE REMARKS ORDISCLAIMERS MADE BY THE AUDITORS:

There were no qualifications reservations or adverse remarks made by the Auditors intheir report. The comments by the auditors in their report read along with information andexplanation given in notes to accounts are self explanatory and do not call for furtherexplanation.

DETAILS OF FRAUD:

There were no frauds which are reported to have been committed by employees or officersof the Company.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATIONS IN FUTURE

There were no material orders passed by the judicial or quasi Judicial Authority whichaffects the Going Concern Status of the Company during the year under review.

EXTRACTS OF ANNUAL RETURN:

The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule12 of the Companies (Management and administration) Rules 2014 is furnished in‘Annexure IV’ and is attached to this Report.

CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING:

The Board of Directors has adopted the Insider Trading Policy in accordance with therequirements of SEBI (Prohibition of Insider Trading) Regulation 2015. The InsiderTrading Policy of the Company lays down the guidelines and procedure to be followed anddisclosures to be made while dealing with the shares of the Company. The policy has beenformulated to regulate monitor and ensure reporting of dealings by employees. TheInsider Trading Policy of the Company covering code of practices and procedures for fairdisclosures of unpublished price sensitive information and code of conduct for preventionof insider trading is available on the website of the Company.

LISTING FEES:

The Equity Shares of the Company is listed on BSE Limited and the company has paid theapplicable listing fees to the Stock Exchange till date.

INFORMATION UNDER REGULATION 34 (3) READ WITH SCHEDULE V OF SECURITIES AND EXCHANGEBOARD OF INDIA (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS 2015:

The Company does not have shares lying with the Company in Unclaimed Suspense Accountas on March 31 2017.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO: (A)CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

Conservation of energy:

The Company is engaged in manufacturing of gems and jewellery and as such itsoperations do not account for substantial energy consumption. However the Company istaking all possible measures to conserve energy. Several environment friendly measureswere adopted by the Company such as Installation of capacitors to save power InstalledThin Film Transistor (TFT) monitors that saves power LED Lights Creating environmentalawareness by way of distributing the information in electronic form Minimisingair-conditioning usage Shutting off all the lights when not in use.

Technology absorption:

The Company follows the hybrid model to improve optimize cost efficiency agility andmanage costs through usage of infrastructure as per business cycles and needs. Theactivities and business of the Company are such that it does not involve use of ultramodern technologies.

(B) FOREIGN EXCHANGE EARNINGS AND OUTGO

Foreign Exchange Earning:
Export at FOB basis: Rs. 819524785/-
Foreign Exchange Outgo:
Value of Import on CIF basis
Raw Material Rs.107625818/-
Studded Jewellery Rs. 5 5685376/-
Travelling Expenses Rs. 204173/- Rs. 163515367/-

EMPLOYEES:

Information on particulars of employees’ remuneration as per Section 197 of theCompanies Act 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 is reported to be nil as there are no employees who arein receipt of remuneration above the prescribed limit.

The details in terms of Sub - Section 12 of Section 197 of the Companies Act 2013 readwith Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 are forming part of this Report as ‘Annexure V’.

DISCLOSURES AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013:

There were no instances / complaints reported under the Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013.

CORPORATE GOVERNANCE:

A separate section covering the Management Discussion and Analysis and CorporateGovernance as per the requirements of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 (LODR) is attached herewith and forms a part of thisreport.

The requisite certificate from the Statutory Auditors of the Company i.e. M/s Motilal& Associates Chartered Accountants Mumbai confirming compliance with the conditionsof Corporate Governance as stipulated under regulation 34 (3) and schedule V of theSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015 is annexed to this Report.

The declaration signed by the Managing Director of the Company regarding compliance ofCode of Conduct for Board members and Senior Management personnel forms part of thisReport.

CEO / CFO CERTIFICATION:

In accordance with the provisions of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 pertaining to Corporate Governance norms Mr. Kanti KumarDadha Managing Director and Mr. Ashish Dadha Chief Financial Officer has certifiedinter-alia on review of financial statements and establishing and maintaining internalcontrols for the financial year ended 31.03.2017.

ACKNOWLEDGEMENTS:

Your Directors place on record their sincere thanks to bankers business associatesconsultants and various Government Authorities for their continued support extended toyour Companies activities during the year under review. Your Directors deeply appreciatethe committed efforts put in by employees at all levels whose continued commitment anddedication contributed greatly to achieving the goals set by your Company. Your Directorsalso acknowledges gratefully the shareholders for their support and confidence reposed onyour Company.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS
GOLKUNDA DIAMONDS AND JEWELLERY LIMITED
Date: 14.08.2017 KANTI KUMAR DADHA
Place: Mumbai Chairman & Managing Director

Annexure I Form AOC-2

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) ofthe Companies (Accounts) Rules 2014)

Form for disclosure of particulars of contracts/arrangements entered into by thecompany with related parties referred to in sub-section (1) of section 188 of theCompanies Act 2013 including certain arms length transactions under third provisothereto.

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

There were no contracts or arrangements or transactions entered in during the yearended March 31 2017 which were not at arm’s length basis.

2. Details of material contracts or arrangement or transactions at arm’s lengthbasis:

a) Name(s) of the related party and nature of relationship Mrs. Kusum Dadha Mr. Ashish Dadha
Wife of CFO & Son of
Mr. Kantikumar Dadha Mr. Kantikumar Dadha
b) Nature of contracts / arrangements / transactions Rent Salary
c) Duration of the contracts / arrangements/transactions On going On going
d) Salient terms of the contracts or arrangements or transactions including the value if any Payment of rent in respect of property used by the Company’s Officers Rs. 813000/- Payment of remuneration for acting as a Chief Financial Officer of the Company Rs. 1439742/-
e) Date(s) of approval by the Board N.A. 13.11.2014
f) Amount paid as advances if any: NIL NIL

 

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS
GOLKUNDA DIAMONDS AND JEWELLERY LIMITED
Date: 14.08.2017 KANTI KUMAR DADHA
Place: Mumbai Chairman & Managing Director