The Directors take great pleasure in presenting the 32nd report on thebusiness and operations of your Company along with the Annual Report and Audited FinancialStatements for the Financial Year 2020-21.
Your Company earned a Profit Before Tax (PBT) of ' 256.91 million ascompared to PBT of ' 397.04 million in the previous year. Highlights of the financialperformance (Standalone) are as follows:
| || ||(Rs. In Million) |
| ||F.Y. 2020-21 ||F.Y. 2019-20 |
|Sales ||11025.32 ||12606.54 |
|Gross Profit ||844.50 ||948.34 |
|PBID ||495.34 ||652.10 |
|Less: Interest ||99.62 ||104.41 |
|Less: Depreciation ||108.09 ||109.92 |
|PBT ||256.90 ||397.04 |
|Provision for Tax ||64.76 ||79.02 |
|PAT ||192.14 ||318.02 |
The consolidated revenue from operations of the Company for the Yearended March 312021 was ' 20312.40 million (P.Y. ' 25018.46 million) a decrease of 18.80%on a year-on-year basis. An Earnings Before Interest Tax Depreciation and Amortization(EBITDA) was ' 1155.74 million (P.Y. ' 1708.18 million) a decrease of 32.34% on ayear-on-year basis. Profit After Tax (PAT) was ' 462.55 million (P.Y. ' 922.23 million) andecrease of 49.84 % on a year-on-year basis. The detailed analysis of the Company'sbusiness is given in the Management's Discussion and Analysis Report that forms part ofthis Annual Report.
In view of the profit levels reported by your Company in the firstthree quarters of the financial year under review an Interim Dividend of 45% i.e. ' 4.5/-per share was paid in the month of March 2021. Your Directors recommend the aforesaidinterim dividend as the final dividend for the financial Year ended March 31 2021.
TRANSFER TO RESERVES
During the year under review your Company has not transferred anyamount to General Reserve Account.
MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT
Management's Discussion and Analysis Report for the year under reviewas stipulated under Regulation 34 (2) (e) of Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 (SEBI (LODR)Regulations 2015) is presented in a separate section forming part of this Annual Report.
MATERIAL CHANGES & COMMITMENTS
No material changes and commitments affecting the financial positionof the Company have occurred after the end of the financial year 2020-21 and till the dateof this report.
OUTBREAK OF COVID-19 - A GLOBAL PANDEMIC
We began the financial year under consideration with productiondisruptions amid India's nationwide lockdown coupled with subdued demand for jewellery inthe major markets we operate in.
For our Company the jewellery export business started improvingtowards the end of the first quarter of the financial year with relaxations allowing us tobegin our manufacturing operations and some pent-up demand for jewellery starting to comethrough after normalization of COVID-19 cases in the Western markets. Jewellery demandcontinued to improve as we moved into Quarter 3 and 4 of the financial year with thepositive impact of vaccinations and stimulus programs in these Western markets whichaccount for a majority of our sales.
In addition our online Direct to Consumer business has been showingpromise in USA and UK markets capitalizing on increasing trend of buying online during thepandemic.
During the pandemic we have ensured the health and well-being of allour employees by setting up work-from-home infrastructure and ensuring safe sanitizedworkplaces at our manufacturing plants and various sales locations across the world. Weare planning to conduct a vaccination drive shortly to vaccinate all our employees andtheir family members at our plants and office premises in India.
With increasing number of vaccinations and lifting of restrictions inour key markets like the US Middle East and Europe we are seeing a good demand for ourproducts and are optimistic about a normalization of business during financial year2021-22.
As on signing date of this report your Company had following directand indirect subsidiary companies:
DIRECT SUBSIDIARY COMPANIES:
1. Renaissance Jewelry New York Inc. USA
2. Verigold Jewellery (UK) Ltd. London
3. Renaissance Jewellery Bangladesh Pvt. Ltd. Bangladesh
4. Verigold Jewellery DMCC Dubai
INDIRECT (STEP-DOWN) SUBSIDIARY COMPANIES:
1. Renaissance Jewellery DMCC Dubai (Subsidiary of Verigold JewelleryDMCC Dubai)
2. Jay Gems Inc. USA
(Subsidiary of Renaissance Jewelry New York Inc)
3. Essar Capital LLC USA (Subsidiary of Jay Gems Inc. USA)
4. Verigold Jewellery (Shanghai) Trading Company Limited China
(Subsidiary of Verigold Jewellery DMCC Dubai)
FINANCIAL STATEMENTS/REPORTS OF THE SUBSIDIARIES:
As on signing date of this Report the Company has eight subsidiariesincluding four wholly owned direct subsidiary and four step- down subsidiaries. The Boardof Directors of the Company reviewed the affairs of subsidiaries of the Company. TheConsolidated Financial Statements of the Company are prepared in accordance with therelevant Indian Accounting Standards issued by the Institute of Chartered Accountants ofIndia and forms an integral part of this Report.
Further a statement containing the salient features of the financialstatement of the subsidiaries in the format prescribed i.e. Form AOC-1 (Pursuant to firstProviso to sub-section (3) of section 129 read with Rule 5 of Companies (Accounts) Rules2014) has been attached separately to this Annual Report. The Company will make availablethe accounts of subsidiaries to any member of the Company on request.
In accordance with the requirements of Companies Act 2013 andAccounting Standards AS-110 prescribed by the Institute of Chartered Accountants of Indiathe Consolidated Financial Statements of the Company and its subsidiary is provided inthis Annual Report.
Authorised Share Capital of the Company:
The Authorised Share Capital of the Company ' 987000000 ( RupeesNinety Eight Crore Seventy Lakh Only) divided into 88700000/- (Eight Crore Eighty SevenLakhs) Equity shares of ' 10/- (Rupees Ten only) each and 10000000 (One Crore) 0%optionally convertible or redeemable non-cumulative preference share of ' 10/- each.
RJL - Employees Stock Option Plan 2018 (RJL ESOP 2018)
During the financial year 2018-19 the Company had introduced andimplemented the "RJL - Employees Stock Option Plan 2018" ('ESOP-2018/theScheme') through RJL Employee Welfare Trust (the Trust) to create grant offer issue andallot at any time in one or more tranches such number of stock options not exceeding1000000 equity shares of face value of ' 10 each convertible into Equity Shares of theCompany ("Options")
Following is the bifurcation of 1000000 options Type A - 196376options - Under Type A options the RJL Employee Welfare Trust shall grant such number ofoptions which when converted into Equity Shares shall not exceed 196376 Equity Sharesalready held by such Trust as on the date of this Scheme.
Type B - 803624 options- Under Type B options 803624 options shallbe granted as under:
(i) Fresh issue -
Fresh options shall be granted by the Board or Compensation Committeeas may be authorized by the Board to the eligible employees; and/or
(ii) Secondary acquisition -
In case of surplus money RJL Employee Welfare Trust shall haveauthority to acquire shares from the market and depending upon the available pool optionsshall be granted to the eligible employees.
The ESOP 2018 is in line with the SEBI SBEB Regulations. A certificatefrom the Auditors of the Company that the Scheme is implemented in accordance with theSBEB Regulations and the resolutions passed by the members would be placed before themembers at the ensuing AGM and a copy of the same shall be available for inspection at theRegistered Office of the Company.
During Financial Year under review Company has granted 196376 stockoptions to the eligible employees of the Company under Employees Stock Option Plan 2018(ESOP 2018) of the Company.
The applicable disclosures as stipulated under SEBI SBEB Regulationsread with the circular issued by SEBI on 16th June 2015 and Rule 12 (9) of Companies(Share Capital and Debentures) Rules 2014 as on March 312021 are given below:
Disclosures with respect to Employees Stock Purchase Scheme of theCompany
|Sr. No. Particulars ||RJL ESOP Scheme -2018 |
|I General terms and conditions || |
|a Date of shareholder's approval ||August 07 2018 |
|b Total number of options approved under ESOS ||Type A options - 196376 Type B options - 803624 Total - 1000000 |
|c Vesting requirements ||The vesting period shall commence on the expiry of one year from the date of grant of options. |
|d Exercise price or pricing formulae ||Type A Options of 196376 @ ' 50. No options were issued from Type B. |
|e Maximum term of options granted ||Up to 3 years |
|f Source of shares (primary secondary or combination) ||Type A - Equity Shares already held by RJL Employee Welfare Trust as on the date of this Scheme |
|g Variation of terms of options ||NA |
|II Method used to account for ESOS - Intrinsic or fair value ||Fair Value |
|III Where the company opts for expensing of the options using the intrinsic value of the options the difference between the employee compensation cost so computed and the employee compensation cost that shall have been recognised if it had used the fair value of the options shall be disclosed. The impact of this difference on profits and on EPS of the company shall also be disclosed ||NA |
|IV Option movement during the year ||No issue made of Type B. Details of Type A are mentioned below: |
| Number of options outstanding at the beginning of the period ||Nil |
| Number of options granted during the year ||196376 (Type A) |
| Number of options forfeited / lapsed during the year ||Nil |
| Number of options vested during the year ||Nil |
| Number of options exercised during the year ||Nil |
| Number of shares arising as a result of exercise of options ||Nil |
| Money realizes by exercise of options (INR) if scheme is implemented directly by the Company ||Nil |
| Loan repaid by the Trust during the year from exercise price received ||NA |
| Number of options outstanding at the end of the year ||196376 (Type A) |
| Number of Options exercisable at the end of the year ||Nil |
|V Weighted-average exercise prices and weighted- average fair values of options shall be disclosed separately for options whose exercise price either equals or exceeds or is less than the market price of the stock. ||Weighted average exercise price Rs 50 per share |
| ||Weighted-average fair values of options is indicted in VII (a) |
VI Employee wise details of options granted during the year to:
|Senior managerial personnel- ||Name of Employee ||Designation ||No. of options granted during the year ||Exercise price per share |
| ||Mr. Sandeep Shah ||VP - Operations ||98188 ||50/- |
| ||Mr. Darshil Shah ||VP - Corporate Strategy ||98188 ||50/- |
|Any other employee who received a grant in any one year of options amounting to 5% or more of options granted during the year || || || || |
|Identified employees who were granted options during the year equal to or exceeding 1% of the issued capital (excluding outstanding warrants and conversions) of the Company at the time of the grant. || || || || |
|VII A description of the method and significant assumptions used during the year to estimate the fair value of options including the following information || || |
|a. the weighted-average values of share price exercise price expected volatility expected option life expected dividends the risk-free interest rate and any other inputs to the model; ||Weighted-average values of share price ||Rs. 270.80 |
| ||Exercise price ||Rs. 50/- |
| ||Expected volatility ||52.43% |
| ||Expected option life ||1.5 years |
| ||Expected dividends ||Already factored in price movements |
| ||Risk-free interest rate ||5.953% |
|b. The method used and the assumptions made to incorporate the effects of expected ||The method of BLACK SCHOLES VALUATION was used with following assumptions: |
| || Markets are efficient |
| || Interest rates remain constant and known |
| || Returns are normally distributed |
| || Constant volatility |
| || Liquidity |
|c. How expected volatility was determined including an explanation of the extent to which expected volatility was based on historical volatility ||Volatility of the company was worked out on the basis of movement in stock price on NSE based on price data for last 12 months up to the date of grant 1 |
|d. Whether and how any other features of the option grant were incorporated into the measurement of fair value such as market condition. ||Already mentioned in above paras |
Issue of equity shares with differential rights
During the financial year under review there was no issue of equityshares with differential rights in terms of Rule 4 (4) of Companies (Share Capital andDebentures) Rules 2014.
Issue of sweat equity shares
During the financial year under review there was no issue of sweatequity shares as provided in rule 8 (13) of Companies (Share Capital and Debentures)Rules 2014.
At present 18879440 Equity Shares of the Company are listed on theBombay Stock Exchange Limited and National Stock Exchange of India Limited. The Companyhas paid the applicable listing fees to these Stock Exchanges for the financial year2021-22. The Company's shares are compulsorily tradable in electronic form and the Companyhas established connectivity with both the depositories i.e. Central Depository Services(India) Ltd. (CDSL) & National Securities Depository Ltd. (NSDL).
Your Company has fully complied with the Securities and Exchange Boardof India Circular - Cir/ISD/3/2011 dated June 17 2011 by achieving 100% of promoter'sand promoter group's shareholding in dematerialized form. Therefore the securities ofCompany are traded in the normal segment of the Exchanges.
Your Company has always strived for the best quality and designsadhering necessary Ethical Standards. The Company has been consistently receivingrecognition by various Trade Organizations and Councils for its' performance andachievements. Following are some of the awards/recognition received by the Company in thepast:
- GJEPC Award for being the largest exporter of Studded Precious MetalJewellery in 2018.
- GJEPC Award for outstanding Export Performance under the category"Studded Precious Metal Jewellery Exports" in 2017.
- GJEPC Award for topping Export Performance under the category"Studded Precious Metal Jewellery Exports" in 2016.
- Accorded with membership of Responsible Jewellery Council (RJC) in2016
- GJEPC Award for outstanding Export Performance under the category"Studded Precious Metal Jewellery Exports" in 2015.
- GJEPC Award for outstanding Export Performance under the category"Studded Precious Metal Jewellery Exports" in 2012.
- GJEPC Award for topping the Export Performance under the category"Studded Precious Metal Jewellery Exports from EPZ/ EOU Complexes" in 2011.
- Emerging India Awards 2009.
- GJEPC Award for being the largest exporter of Studded Precious MetalJewellery in 2008.
- Wal-Mart's 'International Supplier of the Year' Award in 2004.
- SEEPZ-SEZ Star 2000-2001 Award.
The Company is committed to maintain the highest standards of corporategovernance and adhere to the corporate governance requirements set out by Securities andExchange Board of India. The Company has taken appropriate stEPS and measures to complywith all the applicable provisions of Regulation 17 to 27 of SEBI (LODR) Regulations 2015and Section 177 of the Companies Act 2013.
A separate report on Corporate Governance as stipulated underRegulation 34(3) read with Schedule V of SEBI (LODR) Regulations 2015 along withcertificates of Practicing Company Secretary of the Company forms an integral part ofthis Annual Report. A certificate from the Managing Director and CFO of the Companyconfirming internal controls and checks pertaining to financial statements for the Yearended March 31 2021 was placed before the Board of Directors and the Board has noted thesame.
CASH FLOW STATEMENT
In conformity with the provisions of Regulation 34 (2) (c) of the SEBI(LODR) Regulations 2015 the cash flow statement for the Year ended March 312021 isannexed hereto.
DIRECTORS & KEY MANAGERIAL PERSONNEL
As per the provisions of Section 149 of the Companies Act 2013 andRegulation 17 of SEBI (LODR) Regulations 2015 the Company is compliant of therequirement of having at least 50% of the total number of Directors as Non- ExecutiveDirectors and one lady director on the Board of the Company.
Pursuant to the provisions of Sections 149(10) and other applicableprovisions if any of the Companies Act 2013 and Rules framed thereunder and Regulation16 of SEBI( Listing Obligations and Disclosures Requirements) Regulations 2015 based onthe recommendation of the Nomination and Remuneration Committee and the Board themembers' at their 30th Annual General Meeting held on August 07 2019 by passing specialresolutions had re-appoint Mr. Veerkumar C. Shah Mr. Vishwas V. Mehendale Mr. Anil K.Chopra Mr. Arun P. Sathe and Mrs. Madhavi S. Pethe as Independent Directors on the Boardof the Company for a further period of 5 (five) years to hold the office up to conclusionof the 35th Annual General Meeting proposed to be held in 2024.
In accordance with the provisions of the Companies Act 2013 and theArticles of AssOCIation of the Company Mr. Niranjan Shah (DIN: 00036439) ExecutiveDirector of the Company retire by rotation at the ensuing Annual General Meeting andbeing eligible has offered himself for reappointment.
Brief resume of the Directors proposed to be appointed/re-appointednature of their expertise in specific functional areas and names of companies in whichthey hold Directorships and Membership/ Chairmanship of Board Committees as stipulatedunder Regulation 17 of SEBI (LODR) Regulations 2015 are provided in the Notice formingpart of this Annual Report.
As on date of this Report the Board consists of eight Directorscomprising one Executive Chairman four Independent Directors two Executive Directors andone Non Executive Director. Out of four independent directors one is lady independentdirector. The composition of the Board represents an optimal mix of professionalismknowledge and experience and enables the Board to discharge its responsibilities andprovide effective leadership to the business.
KEY MANAGERIAL PERSONNEL (KMP)
Pursuant to the provisions of Section 203 of the Companies Act 2013and Rule 8 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 the following are whole-time Key Managerial Personnel of the Company as on March 312021:
1. Mr. Hitesh Shah - Managing Director
2. Mr. G. M. Walavalkar - Company Secretary
3. Mr. Dilip Joshi - Chief Financial Officer
During the financial year under review Mr. Anil Kumar Chopra(DIN:01417814) vide his letter dated October 10 2020 has tendered his resignation asIndependent Director from the Board of Directors of the Company. Further there is nochange in the KMP of the Company.
DECLARATION BY INDEPENDENT DIRECTOR
The Company has received declarations from all the IndependentDirectors of the Company confirming that they meet with the criteria of independence asprescribed under sub-section (6) of Section 149 of the Companies Act 2013 and Regulation16 (1) (b) and Regulation 25 of SEBI (LODR) Regulations 2015.
Pursuant to provision of Regulation 17A of SEBI (LODR) Regulations2015 none of the Non-Executive Directors serve as an Independent Directors on more thanseven listed Companies and none of the Executive Directors serve as an IndependentDirector on any listed Company.
Independent directors databank registration:
Pursuant to a notification dated October 22 2019 issued by theMinistry of Corporate Affairs all Independent directors of the Company have registeredthemselves with online databank for Independent Directors maintained by Indian Instituteof Corporate Affairs (IICA)
The Company has received declarations from all the IndependentDirectors of the Company confirming that they have registered their names in theIndependent Directors' databank maintained by Indian Institute of Corporate Affairs (IICA)as prescribed by MCA.
ANNUAL EVALUATION OF BOARD COMMITTEES AND DIRECTORS
Pursuant to the provision of Section 134(3) (p) read with Rule 8(4) ofCompanies (Accounts) Rules 2014 and part D of Schedule II of SEBI (LODR) Regulations2015 the Nomination and Remuneration Committee has devised a criteria for performanceevaluation of Independent Directors Board Committees and other individual Directorswhich include criteria for performance evaluation of the Non-Executive Directors andExecutive Directors.
The Independent Directors and Non-Independent Directors at theirrespective meetings evaluated performance of fellow directors based on factors likeleadership quality attitude initiatives and responsibility undertaken decision makingcommitment and achievements during the financial year under review.
MEETING OF INDEPENDENT DIRECTORS
In accordance with the Clause VII of Schedule IV of the Companies Act2013 and Regulation 25(3) of SEBI (LODR) Regulations 2015 a separate meeting ofIndependent Directors was held on March 11 2021 without the attendance of Non-Independentdirectors and members of the management.
At this meeting the Independent Directors reviewed the performance ofNon-Independent Directors including Executive Chairman and Managing Director and the Boardas a whole.
FAMILIARISATION PROGRAM FOR INDEPENDENT DIRECTORS
The Company has formulated Familiarisation Program to familiarise theIndependent Directors with the Company and its business. The details of the program andrelated matters are posted on the website of the Company www.renaissanceglobal.com.
NOMINATION AND REMUNERATION POLICY
The policy on nomination and remuneration of Directors Key ManagerialPersonnel and Senior Management has been formulated by the Nomination and RemunerationCommittee and approved by the Board of Directors in compliance with Section 178 of theCompanies Act 2013 read along with the applicable rules thereto and Regulation 19 of SEBI(LODR) Regulations 2015.
This policy lays down the criteria for determining qualificationspositive attributes and independence of directors and evaluation of Independent Directorand the Board. This policy also includes the Policy on Board diversity. The saidNomination and Remuneration policy is posted on the website of the Companywww.renaissanceglobal.com.
POLICY ON DIVIDEND DISTRIBUTION
The Board of Directors has adopted Dividend Distribution Policy interms of the requirements of Listing Regulations. The Policy is available on the websiteof the Company at https://renaissanceglobal.com/policies/
DISCLOSURE OF PECUNIARY RELATIONSHIP
There was no pecuniary relationship or transactions of theNon-Executive Independent Directors vis-a-vis the Company during the year under review.Also no payment except sitting fees was made to any of the Non-Executive IndependentDirectors of the Company. No convertible instruments are held by any of the Non-ExecutiveDirectors.
DIRECTORS' RESPONSIBILITY STATEMENT
As required under provisions of Section 134 (3) (c) of the CompaniesAct 2013 the Directors hereby state that:
a) in the preparation of the annual accounts for the Year ended March31 2021 the applicable accounting standards read with requirements set out underSchedule III to the Companies Act 2013 have been followed and there are no materialdepartures from the same;
b) selected accounting policies were applied consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company as at March 312021 and of the profit of theCompany for the year ended on that date;
c) proper and sufficient care has been taken 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 andother irregularities to the best of the Directors' knowledge and ability;
d) the annual accounts have been prepared on a 'going concern' basis;
e) internal financial controls to be followed by the Company have beenlaid down and that such internal financial controls are adequate and are operatingeffectively and
f) proper systems have been devised to ensure compliance with theprovisions of all applicable laws and that such systems are adequate and operatingeffectively.
As per Section 139 of the Companies Act 2013 ('the Act') read withthe Companies (Audit and Auditors) Rules 2014 the Members of the Company in 29th AnnualGeneral Meeting held on August 07 2018 had approved the appointment of M/s Chaturvedi andShah LLP Chartered Accountants (Firm Registration No:101720W) as the Statutory Auditorsof the Company for an initial term of 5 years i.e. from the conclusion of 29th AnnualGeneral Meeting until the conclusion of 34th Annual General Meeting of the Company to beheld in the year 2024 subject to ratification by the shareholders every year if sorequired under law.
The requirement of ratification of appointment of Auditors by membersat every Annual General Meeting is done away with by the Ministry of Corporate Affairsvide its notification dated May 7 2018. Hence the members' resolution seekingratification for continuance of their appointment at this AGM is not being sought.
M/s Chaturvedi and Shah LLP has furnished a certificate of theireligibility and consent under Section 139 and 141 of the Act and the Companies (Audit andAuditors) Rules 2014 for their continuance as the Auditors of the Company for the FY2021-22. In terms of the Listing Regulations the Auditors have confirmed that they hold avalid certificate issued by the Peer Review Board of the ICAI.
The Statutory Auditors' Report for FY 2020-21 on the financialstatement of the Company forms part of this Annual Report. The Statutory Auditors' reporton the financial statements for FY 2020-21 does not contain any qualificationsreservations or adverse remarks or disclaimer. The Statutory Auditors of the Company havenot reported any fraud as specified under the second proviso to Section 143(12) of theAct. The Notes on financial statement referred to in the Auditors' Report areself-explanatory and do not call for any further comments by the Board.
In accordance with provisions of Sections 138 of the Companies Act2013 and pursuant to the recommendation of the Audit Committee M/s J. K. Shah & Co.Chartered Accountants Mumbai have been appointed as Internal Auditors of the Company forconducting Internal Audit of the Company for the Financial Year 2020-21.
The Internal Auditors independently evaluate the internal controlsadherence to and compliance with the procedures guidelines and statutory requirements.The Audit Committee of Board periodically reviews the reports of the internal auditors andcorrective actions taken by the Management with regard thereto.
INTERNAL FINANCIAL CONTROLS
The Company has in place adequate internal financial controls withreference to financial statements. During the year such controls were tested and noreportable material weaknesses in the design or operation were observed.
In accordance with provisions of Sections 204 of the Companies Act2013 the Board has appointed M/s V. V. Chakradeo & Co. Practicing CompanySecretaries Mumbai as Secretarial Auditors of the Company to conduct Secretarial Auditfor the financial year 2020-21. The Secretarial Audit Report for the financial Year endedMarch 31 2021 is enclosed herewith as Annexure - I forming part of this Director'sReport. The Secretarial Audit Report does not contain any qualification reservation oradverse remark.
REPORTING OF FRAUDS BY AUDITORS
During the year under review neither the statutory auditors nor thesecretarial auditor has reported to the Audit Committee under Section 143 (12) of theCompanies Act 2013 any instances of fraud committed against the Company by its officersor employees the details of which would need to be mentioned in the Board's report.
MAINTENANCE OF COST RECORDS SPECIFIED BY THE CENTRAL GOVERNMENT UNDERSECTION 148 OF THE COMPANIES ACT 2013
The provisions relating to maintenance of Cost Records as specified bythe Central Government under Section 148 of the Companies Act 2013 is not applicable tothe Company.
There was no deposit accepted by the Company within the meaning ofSection 58A of the Companies Act 1956 and Rules made there under. During the financialyear under review the Company has neither invited nor accepted any deposit under Section73 of the Companies Act 2013 and the rules made there under and therefore no amount ofprincipal or interest was outstanding as of the date of the Balance Sheet.
In order to exploring the opportunity to enter into the domestic saleof jewellery the Domestic Division of the Company in view to attract the customers andto increase the sales volume the Board of Directors of your Company at it's meeting heldon June 29 2020 has approved the proposal to float Jewellery purchase Schemes and samewas also approved by the shareholders by passing the Special Resolution at the 31st AnnualGeneral Meeting of the Company. The Company has not yet floated the Jewellery purchaseSchemes.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS AND OUTGO
Following is the information required under Section 134 (3) (m) of theCompanies Act 2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014 for theYear ended March 31 2021.
a) Conservation of Energy:
The Company continued energy conservation efforts during the year. Ithas closely monitored power consumption and running hours on day to day basis thusresulting in optimum utilization of energy. The office and production areas are fittedwith energy saving devices to conserve energy in the long run.
|(i) the stEPS taken or impact on conservation of energy ||Air Curtains have been installed in production areas where doors are required to keep open for operational purposes. These Air Curtains preserve the air conditioning effect and results in low consumption of power. |
|(ii) the stEPS taken by the company for utilising alternate sources of energy ||The Company has entered into an agreement with the Power Distributer and the Energy Service provider for utilization of non-conventional alternative and Cheaper Sources of Power generated through solar power plants under the Maharashtra Electricity Regulatory Commission Distribution Open Access Regulations 2014. Through this sourcing of Power from solar power plants the Company has significantly reduced the Energy Cost as compared to conventional Sources of Power. |
|(iii) the capital investment on energy conservation equipments ||Corpus for installing air curtains and LEDs is ' 100000/- approximately. |
|b) Technology Absorption: || |
|(i) the efforts made towards technology absorption ||The Company continuously monitors and keep track of technological up gradation in the field of Jewellery manufacturing and the same are reviewed and considered for implementation. Your Company continued its focus on quality up-gradation and product enhancements. |
|(ii) the benefits derived like product improvement cost reduction product development or import substitution ||a. Enhanced productivity & reduction in production time |
| ||b. Total traceability of each piece during entire manufacturing process through customized software |
| ||c. Reduction in re-work & rejection in manufacturing. |
| ||d. Enhancement of product spectrum |
| ||e. Improvement in quality of existing products. |
|(iii) in case of imported technology (imported during the last three years reckoned from the beginning of FY)- || |
|(a the details of technology imported; || |
|(b) the year of import; ||NA |
|(c) whether technology been fully absorbed; || |
|(d) if not fully absorbed areas where absorption has not taken place & reasons thereof; and || |
|(iv) the expenditure incurred on Research and Development ||As per the established Accounting Policy expenditure incurred on Research & Development remains merged with the respective heads. |
c) Foreign exchange earnings and outgo:
| || ||(Rs. In Lakh) |
| ||F.Y. 2020-21 ||F.Y. 2019-20 |
|Foreign Exchange Earnings ||106603.41 ||122221.45 |
|Foreign Exchange Outgo ||54559.17 ||56932.57 |
CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
All contracts / arrangements / transactions entered by the Companyduring the financial year with related parties were in the ordinary course of business andon an arm's length basis.
During the year under review the Company had not entered into anycontract / arrangement / transaction with related parties which could be consideredmaterial in accordance with the policy of the Company on materiality of related partytransactions.
The Policy on materiality of related party transactions and dealingwith related party transactions as approved by the Board is posted on the Company'swebsite www.renaissanceglobal.com.
Your Directors draw attention of the members to the related partydisclosures sets out in the financial statements of the Company.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
The Company has established the Corporate SOCIal ResponsibilityCommittee (CSR Committee) which has formulated and recommended to the Board a CorporateSOCIal Responsibility Policy (CSR Policy) indicating the activities to be undertaken bythe Company which has been approved by the Board. The said CSR Policy is posted on theCompany's website www.renaissanceglobal.com.
The Company has identified four focus areas of engagement which are asunder:
Medical Health Care and SOCIal Welfare: Affordable solutions forhealthcare and sOCIal welfare through improved access health awareness.
Educational: Access to quality education training and skillenhancement.
Humanitarian: Creating sustainable livelihood addressing povertyhunger and malnutrition.
Environmental Animal Welfare Cultural and Religious: ensuringenvironmental sustainability ecological balance animal welfare conservation of naturalresources and protection of national heritage art and culture and religion.
As required under Section 135 of the Companies Act 2013 and Rule 8 ofthe Companies (Corporate SOCIal Responsibility Policy) Rules 2014 the Annual Report onCSR activities is enclosed herewith as Annexure - II forming part of this Director'sReport.
The Board of Directors has adopted Risk Management Policy for theCompany which provides for identification assessment and control of risks which in theopinion of the Board may threaten the existence of the Company.
The Management through a properly defined framework in terms of theaforesaid policy identifies monitors controls and reports on the principal risks anduncertainties that can impact its ability to achieve its strategic objectives.
The Audit Committee and the Board periodically discuss the significantbusiness risks identified by the Management and review the measures taken for theirmitigation.
Employees are the key assets of the Company and the Company has createda healthy and productive work environment which encourages excellence. Your Company hasput in place a scalable requirement and human resource management process which enablesit to attract and retain employees of the high caliber. The Company continuously investsin training staff in the latest technology.
PREVENTION OF SEXUAL HARASSMENT COMMITTEE
As per the requirement of Sexual Harassment of Women at the Workplace(Prevention Prohibition and Redressal) Act 2013 (POSH) your Company has a robustmechanism in place to redress the complaints reported under this Act. The Company hascomplied with provisions relating to the constitution of Internal Complaints Committee(ICC) under POSH.
The Internal Complaints Committee (ICC) composed of internal membersand an external member who has extensive experience in the relevant field. The saidCommittee meets regularly and takes up programs to spread awareness and educate employeesabout prevention of Sexual Harassment at Workplace.
Following is the status of sexual harassment complaints during thefinancial year under review:
|Sr. No. Particulars ||No of Complaints |
|1 Number of complaints filed during the financial year ||NIL |
|2 Number of complaints disposed of during the financial year ||NIL |
|3 Number of complaints pending as on end of the financial year. ||NIL |
OTHER DISCLOSURES CSR Committee
The CSR Committee comprises of Mr. Niranjan A. Shah as Chairman Mr.Hitesh M. Shah and Mrs. Madhavi Pethe as other members. Audit Committee
The Audit Committee comprises of Independent Directors namely Mr.Veerkumar C. Shah as Chairman Mr. Arun P. Sathe and Mr. Vishwas V. Mehendale as othermembers.
All the recommendations made by the Audit Committee were accepted bythe Board.
Meetings of the Board
Five meetings of the Board of Directors were held during the financialyear under review. For further details please refer report on Corporate Governanceenclosed in this Annual Report.
Particulars of Loans given Investments made Guarantees given andSecurities provided
Particulars of loans given investments made guarantees given andsecurities provided along with the purpose for which the loan or guarantee or security isproposed to be utilised by the recipient are provided in the Standalone FinancialStatement.
Particulars of Employees
The disclosure pursuant to Section 197(12) read with rule 5(1) and 5(2)of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 isenclosed herewith as Annexure - III forming part of this Director's Report.
Compliance with Secretarial Standards on Board and General Meetings
During the Financial Year your Company has complied with applicableSecretarial Standards issued by the Institute of Company Secretaries of India (ICSI).
A copy of the Annual Return of the Company for the Financial year2020-21 as required under Section 92 (3) of the Companies Act 2013 and Rule 12 of theCompanies (Management and Administration) Rules 2014 shall be placed on the Company'swebsite www.renaissanceglobal.com. By virtue of amendment to Section 92(3) of theCompanies Act 2013 the Company is not required to provide extract of Annual Return (FormMGT-9) as part of the Board's report.
Transfer of Unclaimed Dividend to Investor Education and ProtectionFund (IEPF)
In terms of Section 125 of the Companies Act 2013 any unclaimed orunpaid Dividend relating to the financial year 2013-14 is due on October 12 2021 forremittance to the Investor Education and Protection Fund (IEPF) established by the CentralGovernment. For the unclaimed dividend relating to other financial years and therespective IEPF Transfer due dates please refer the statement of IEPF transfer providedin Report on Corporate Governance.
During the financial year under review the Company has transferredunclaimed dividend for FY 2012-13 amounting to ' 42229- to the IEPF.
Transfer of Equity Shares to Investor Education and Protection Fund(IEPF) Suspense Account
The details of the shareholders whose equity shares had beentransferred to the Demat Account of the IEPF Authority are available on the website of theCompany i.e. www.renaissanceglobal.com.
As of March 31 2021 a total of 5285 shares of the Company were lyingin the Demat A/c of the IEPF Authority Concerned Shareholders may still claim the sharesor apply for refund to the IEPF Authority in Web Form No. IEPF-5 available onwww.iepf.gov.in.
The voting rights on shares transferred to the IEPF Authority shallremain frozen until the rightful owner claims the shares. The shares held in such DEMATaccount shall not be transferred or dealt with in any manner whatsoever except for thepurposes of transferring the shares back to the claimant as and when he approaches theAuthority. All benefits except rights issue accruing on such shares e.g. bonus sharessplit consolidation fraction shares etc. shall also be credited to such DEMAT account.
Any further dividend received on such shares shall be credited to theIEPF Fund.
Business Responsibility Report (BRR)
Regulation 34(2)(f) of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 mandate the inclusion of the BRR as part of the AnnualReport for the top 1000 listed entities based on market capitalization.
In compliance with the Listing Regulations we have integrated BRRdisclosures into our Annual Report.
Details of Significant and Material orders passed by the Regulators orCourts
During the financial year under review no order had been passed by theregulators/ courts or tribunals which have an effect on the going concern status of thecompany and its operations.
Environment Health and Safety
The Company considers it is essential to protect the Earth and limitednatural resources as well as the health and wellbeing of every person. The Company strivesto achieve safety health and environmental excellence in all aspects of its businessactivities.
Statements in this Directors Report and Management Discussion &Analysis describing the Company's objectives projections estimates expectations orpredictions may be "forward-looking statements" within the meaning of applicableSecurities laws and regulations. Actual results could differ materially from thoseexpressed or implied due to risk of uncertainties assOCIated with our expectations withrespect to but not limited to changes in Government regulations tax regimes economicdevelopments within India and the countries in which the Company conducts businesstechnological changes exposure to market risks general economic and political conditionsin India and which have an impact on our business activities or investments the monetaryand fiscal policies of India inflation deflation unanticipated turbulence in interestrates foreign exchange rates the performance of the financial markets in India andglobally and raw material availability and prices demand & pricing in the Company'sprincipal markets and other incidental factors.
Your Directors take this opportunity to thank the Company's customersmembers vendors and Bankers for their continued support during the year. Your Directorsalso wish to thank the Government of India and its various agencies the SantacruzElectronics Export Processing Zone the Customs and Excise/ GST department the ReserveBank of India the State Governments of Maharashtra and other local Government Bodies fortheir support and look forward to their continued support in the future.
Your Directors also place on record their appreciation for theexcellent contribution made by all Employees of the Company through their commitmentcompetence co-operation and diligence to duty in achieving consistent growth for theCompany.