On behalf of the Board of Directors it is our pleasure to present the 18thAnnual Report together with the Audited Statement of Accounts of your CompanyPATDIAM JEWELLERY LIMITED' for the year ended 31st March 2017.
| || ||(Amount in Rsf] |
|Particular ||For the F.Y. ended 31/03/2017 ||For the F.Y. ended 31/03/2016 |
|Revenue & other Income ||448153565/- ||470626483/- |
|Expenses ||433123526/- ||454408917/- |
|Net Profit/(loss) before Exceptional / Extra Ordinary Items/tax ||15030038/- ||16217566/- |
|Exceptional Items ||- ||- |
|Profit Before Tax ||15030038/- ||16217566/- |
|Tax of Previous Year ||207264/- ||20460/- |
|Current Tax ||4280000/- ||3310000/- |
|MAT Credit ||822386/- ||4276821/- |
|Deferred Tax ||423401/- ||(789702/-) |
|Net Profit / (Loss) after tax ||10143789/- ||9399987/- |
During the year under review the Company's sales income declined by 2.41% to Rs.447890156/- compared with Rs. 458975543/- in the previous year. Profit before taxdeclined by 7.32% to Rs. 15030038/- compared with Rs. 16217566/- in the previousyear. However company has witness a growth in the net profit of 7.91% to Rs.10143789/-. This performance came in the backdrop of an environment where the consumersentiment did not pick up as expected and regulatory measures favorably affected thejewellery business.
TRANSFER TO RESERVES
The company except its surplus profit has not carried any amount to the reserves duringthe year.
Your Directors do not recommend any dividend for the year as the profits earned need tobe ploughed back into the operations of the company and will be used for workingrequirements of the Company.
Your Company has neither accepted / renewed any deposits from public during the yearnor has any outstanding deposits within the meaning of Section 73 of the Companies Act2013 and the Companies (Acceptance of Deposits) Rules 2014.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186
The details of Loans Guarantees Securities and Investments made during the financialyear ended 31st March 2017 are given in the notes to the Financial Statementsin compliance with the provisions of Section 186 of the Companies Act 2013 read withCompanies (Meetings of Board and its Powers) Rules 2014.
SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES
Your Company had no subsidiaries Joint Venture or Associate Company during the yearunder review.
As on 31st March 2017 the issued subscribed and paid up share capital ofyour Company stood at Rs. 43170000./- (Rupees Four Crores Thirty One Lacs SeventyThousand Only) comprising 4317000 (Forty Three Lacs Seventeen Thousand) Equity sharesof Rs.10/- each.
The Company has neither not issued shares with differential voting rights nor grantedany stock options or issue any sweat equity or issued any Bonus Shares. Further theCompany has not bought back any of its securities during the year under review and henceno details / information invited in this respect.
EXTRACT OF ANNUAL RETURN
Pursuant to section 92(3) of the Companies Act 2013 (the Act') and rule 12(1) ofthe Companies (Management and Administration) Rules 2014 extract of annual return inForm MGT-9 is Annexed herewith as Annexure A' to this Director's Report
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFFERED TO INSUB-SECTION (1) OF SECTION 188
All transactions with related parties were in the ordinary course of business and atarm's length. The company has not entered into any transaction of a material nature withany of the related parties which are in conflict with the interest of the company.
The details of material contract or arrangement or transaction entered into by theCompany with related parties at arm's length basis during the year have been mentioned inthe form AOC-2 which is attached as Annexure B'.
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.patdiam.com .
As per the provisions of the Companies Act 2013 Mr. Pravin Kakadia retires byrotation at the forthcoming AGM and being eligible offers himself for reappointment. TheBoard recommends his reappointment.
The brief particulars of the Directors seeking appointment /re-appointment at thisAnnual General Meeting are being annexed to the Report.
KEY MANAGERIAL PERSONNEL
The following persons have been designated as Key Managerial Personnel of the Companypursuant to Section 2(51) and Section 203 of the Act read with Rule 8(5) (iii) of theCompanies (Accounts) Rules 2014 framed thereunder.
1. Mr. Samir Kakadia Managing Director
2. Mr. Bharatkumar Keshvlal Shah Chief Financial Officer (CFO)
3. Mr. Tejas Doshi Company Secretary and Compliance Officer
4. Ms. Aditi Neema Company Secretary and Compliance Officer
During the year under review Mr. Tejas Doshi Company Secretary and Compliance Officerof the Company has resigned from the office w.e.f. 22nd November 2016 due tohis pre-occupation in other assignments. To fill the vacancy caused due to hisresignation Ms. Aditi Neema has been appointed as Company Secretary and ComplianceOfficer with effect from 10th January 2017
DECLARATION GIVEN BY INDEPENDENT DIRECTORS
The independent directors have submitted the declaration of independence as requiredpursuant to sub-section (7) of section 149 of the Companies Act 2013 stating that theymeet the criteria of independence as provided in sub-section(6) of Section 149 of the Actread with SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015(LODR).
PERFORMANCE EVALUATION OF THE BOARD
Pursuant to the provisions of Section 178 of the Act read with SEBI (ListingObligations & 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 the restof the Board excluding the Director being evaluated the Chairman's and Non- independentDirectors performance was appraised through feedback from Independent Directors.
DETAILS OF BOARD MEETINGS
During the financial year under review 12 (Twelve) Board Meetings were convened andheld details of which are given in the Corporate Governance Report. The intervening gapbetween the meetings was within the period of 120 days as prescribed under the CompaniesAct 2013 and Regulation 17 of SEBI Listing Regulations 2015.
DIRECTORS' RESPONSIBILITY STATEMENTS
Pursuant to the requirement under section 134 of the Companies Act 2013 with respectto Directors' Responsibility Statement it is hereby confirmed:
(a) In the preparation of the annual accounts for financial year ended March 31 2017the applicable accounting standards have been followed along with proper explanationrelating to material departures;
(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 as at March 31 2017 and of the profit ofthe 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 the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;
(d) The Directors have prepared the annual accounts for the year ended March 31 2017on 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 are operatingeffectively; and
(f) The Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.
M/s. Pulindra Patel & Co. Chartered Accountants was appointed as the StatutoryAuditors for a period of 5 years in the 17th Annual General Meeting held on30.09.2015. Their continuance of appointment and payment of remuneration needs to beconfirmed ratified and approved in the ensuing Annual General Meeting. Your Directorsrecommend the ratification of appointment of Auditor at the ensuing Annual GeneralMeeting.
STATUTORY AUDITOR REPORT
There are no qualifications reservations or adverse remarks made by M/s. PulindraPatel & Co. Chartered Accountants Statutory Auditors in their report for theFinancial Year ended 31st March 2017. The Report is attached hereto and isself-explanatory requiring no further elucidation.
The Statutory Auditors have not reported any incident of fraud to the Audit Committeeof the Company in the year under review.
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 hasappointed M/s. SKJ & Associates Practicing Company Secretaries to undertake theSecretarial Audit of the Company for the year ended March 31 2017.
The Secretarial Audit Report is annexed herewith as an 'Annexure C' to this Report. Theresponse of your directors on the observation made in Secretarial Audit Report is asfollows:
As per section 138 (1] of the Companies Act 2013 the Company is required to appointInternal Auditor. The Company has not appointed the same.
The Company is in process of finding suitable candidate to act as an Internal Auditor.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis forms an integral part of this Report and givesdetails of the overall industry structure developments performance and state of affairsof the Company's businesses internal controls and their adequacy risk management systemsand other material developments during the financial year.
Management Discussion and Analysis Report is presented in a separate section forms partof the Annual Report as Annexure D'.
The Company is committed in maintaining the highest standards of Corporate Governanceand adhering to the disclosure norms as set out by Securities and Exchange Board of India.The Report on Corporate Governance with Auditor's Certificate thereon in terms ofRegulation 34 SEBI (Listing Obligations & Disclosure Requirements] Regulations 2015(LODR] read with Schedule V of said regulations forms part of the Annual Report.
CORPORATE SOCIAL RESPONSIBILITY
Pursuant to the provision of Section 135 of the Companies Act 2013 the company is notrequired to undertake Corporate Social Responsibility activities.
PARTICULARS OF EMPLOYEES
There are no employees who are receiving remuneration exceeding of Rs. eight lakh andfifty thousand per month or Rs. one crore and two lakh rupees per annum under rule 5(2] ofthe Companies (Appointment and Remuneration of Managerial Personnel] Rules 2014.
ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN 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 is furnished as follows:
CONSERVATION OF ENERGY
The operation of your Company is not energy intensive. However the Company makes itsbest efforts for conservation of energy in its factory and office premises.
TECHNOLOGY ABSORPTION ADAPTATIONS & INNOVATION
The Company has not carried out any specific research and development activities. TheCompany uses indigenous technology for its operations. Accordingly the informationrelated to technology absorption adaptation and innovation is reported to be NIL.
FOREIGN EXCHANGE EARNINGS AND OUTGO
The foreign exchange earnings and outgo are as follows:
|Particulars ||Current Year ||Previous Year |
|FOREIGN EXCHANGE EARNINGS || || |
|F.O.B. Value of Export ||439257265/- ||446510662/- |
|FOREIGN EXCHANGE OUTGO (Value of Imports calculated on CIF Basis) || || |
|Raw Materials ||50184428/- ||448792515/- |
|Consumable stores ||1437872/- ||1309904/- |
|Capital Goods ||- ||680000/- |
|Expenditure ||4824537/- ||5284067/- |
VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES
In compliance with the provisions of section 177(9) of the Companies Act 2013 and SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 (LODR) the Companyhas adopted a Whistle Blower Policy as a vigil mechanism for directors and employees ofthe Company.
The Whistle Blower Policy is disclosed on the Company's website www.patdiam.com
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has adequate internal control procedures commensurate with the size of theCompany and the nature of its business for purchase of stores raw materials componentsplant and machinery equipment and other assets and for the sale of goods.
The Company also has in place an Audit Committee to have a periodic over view of theinternal control procedures of the Company. The Audit committee is accessible at all timesto the employees of the Company for any improvement to be recommended in the procedures inplace.
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.
MATERIAL CHANGES AND COMMITMENTS
There were no material changes and commitments affecting the financial position of theCompany which has occurred from the end of financial year i.e. March 31 2017 to the dateof Directors Report.
DETAILS OF SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACATING THE GOING CONCERN STATUS AND COMPANY'S OPERATION IN FUTURE
During the year under review there was no such orders passed by the regulators orcourts or tribunals impacting the going concern status and company's operations in future.
POLICY ON SEXUAL HARASSMENT
The company has in place a policy for prevention of sexual harassment in accordancewith the requirements of the Sexual Harassment of women at workplace (PreventionProhibition & Redressal) Act 2013. Internal Complaints Committee has been set up toredress complaints received regarding sexual harassment. All employees (permanentcontractual temporary trainees) are covered under this policy. The Company did notreceive any complain during the year 2016-17.
The Directors take this opportunity to place on record their sincere thanks to thesuppliers customers strategic partners Banks and Financial Institutions InsuranceCompanies Central and State Government Departments and the shareholders for their supportand co-operation extended to the Company from time to time. Directors are pleased torecord their appreciation of the sincere and dedicated services of the employees andworkmen at all levels
| ||For and on behalf of the Board || |
| ||PATDIAM JEWELLERY LIMITED || |
|Date: 01.09.2017 ||Pravin Kakadia ||Samir Kakadia |
|Place: Mumbai ||Chairman & Director ||Managing Director |
| ||(DIN:00178140) ||(DIN: 00178128) |