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Renaissance Global Ltd.

BSE: 532923 Sector: Consumer
NSE: RGL ISIN Code: INE722H01016
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VOLUME 50
52-Week high 345.00
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P/E 14.91
Mkt Cap.(Rs cr) 544
Buy Price 285.35
Buy Qty 80.00
Sell Price 294.90
Sell Qty 4.00
OPEN 288.10
CLOSE 288.00
VOLUME 50
52-Week high 345.00
52-Week low 252.20
P/E 14.91
Mkt Cap.(Rs cr) 544
Buy Price 285.35
Buy Qty 80.00
Sell Price 294.90
Sell Qty 4.00

Renaissance Global Ltd. (RGL) - Director Report

Company director report

Dear Members

The Directors take great pleasure in presenting the 29threport on the business and operations of your Company along with the Annual Report andAudited Financial Statements for the Financial Year 2017-18.

Financial Highlights

Your Company earned a Profit Before Tax (PBT) of Rs 382.26 million ascompared to PBT of Rs 384.06 million in the previous year. Highlights of the financialperformance (Standalone) are as follows:

(Rs in Million)

F.Y. 2017-18

F.Y. 2016-17*

Sales

10222.08

11004.32

Gross Profit

876.40

819.70

PBID

604.91

546.53

Less: Interest

91.74

81.08

Less: Depreciation

78.08

81.39

PBT

382.26

384.06

Provision for Tax

83.04

86.30

PAT

299.21

297.76

*The Company has adopted Indian Accounting Standards (Ind AS) witheffect from April 01 2017 pursuant to the notification of Companies (Indian AccountingStandard) Rules 2015 issued by the Ministry of Corporate Affairs under Section 133 of theCompanies Act 2013 read with Companies (Accounts) Rules 2014. The financial statementsfor the year ended on March 31 2017 have been restated in accordance with Ind AS forcomparative information.

The consolidated revenue from operations of the Company for the yearended March 31 2018 was Rs 18251.02 million (PY. Rs 14734.48 million) an increase of23.87% on a year-on-year basis. An Earnings Before Interest Tax Depreciation andAmortization (EBITDA) was Rs 1016.11 million (PY Rs 812.59 million) an increase of 25.05%on a year-on-year basis. Profit After Tax (PAT) was Rs 637.91 million (PY Rs 425.22million) an increase of 50.02% on a year-on-year basis. The detailed analysis of theCompany'sbusiness is given in the Managements Discussion and Analysis Report that formspart of this Annual Report.

Dividend

Your Board of Directors has not recommended any dividend for theFinancial year ended March 31 2018.

Transfer to Reserves

During the year under review your Company has not transferred anyamount to General Reserve Account.

Material Changes & Commitments

No material changes and commitments affecting the financial positionof the Company have occurred after the end of the financial year 2017-18 and till the dateof this report.

Managements Discussion and Analysis Report

Managements 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.

Subsidiaries

As on signing date of this report your Company had following directand indirect subsidiary companies/LLP:

Direct Subsidiary Companies:

1. Renaissance Jewelry New York Inc. USA

2. Verigold Jewellery (UK) Ltd. London

3. N. Kumar Diamond Exports Ltd India #

4. Renaissance Jewellery Bangladesh Pvt. Ltd. Bangladesh

5. Verigold Jewellery DMCC Dubai

Indirect (Step-down) Subsidiary Companies:

1. House Full International Ltd. India #

(Subsidiary of N. Kumar Diamond Exports Ltd)

2. House Full Supply Chain Management Ltd. India

(Subsidiary of House Full International Ltd.)

3. Renaissance Jewellery DMCC

(Subsidiary of Verigold Jewellery DMCC Dubai)

Limited Liability Partnership:

1. Aurelle Jewellery LLR India $

# Amalgamation of wholly owned subsidiaries (WOS) of the Company

During the financial year under review the Board of Directors of theCompany at its meeting held on August 29 2017 has approved the Scheme of Amalgamation ofwholly owned subsidiaries of the Company viz. House Full International Limited and N.Kumar Diamond Exports Limited with the Company.

As per the order dated January 19 2018 passed by the HonRs bleNational Company Law Tribunal (NCLT) Mumbai Bench the meeting of equity shareholders ofthe Company was convened and held on February 27 2018 to approve the said Scheme ofAmalgamation. At the said meeting the shareholders of the Company have approved the Schemeof Amalgamation. On March 212018 the Company has filed the necessary proceedingdocuments with the NCLT as per the provisions of Companies Act 2013. However the finalapproval of the NCLT for the said Scheme of Amalgamation is awaited.

The appointed date for the said amalgamation is April 1 2017 or suchother date as may be agreed between the Transferor Companies and the Company and approvedby the NCLT.

Pursuant to Scheme of Amalgamation no consideration shall be paid andno shares of the Company shall be issued and allotted on amalgamation. The Scheme ofAmalgamation will enable the Company to consolidate and effectively manage the TransferorCompanies and the Company in a single entity which will provide several benefitsincluding synergy economies of scale attain efficiencies and cost competitiveness.

The details of Scheme of Amalgamation of House Full InternationalLimited and N. Kumar Diamond Exports Limited with Renaissance Jewellery Limited and Noticeof NCLT Convened Meeting are posted on website of the Company www.reniewellerv.com.

$ Strike off of Aurelle Jewellery LLP

After the closure of the financial year under review Aurelle JewelleryLLP has filed an Application for striking off its name with the Registrar on May 102018.

Financial statements/reports of the subsidiaries

The Company has eight subsidiaries including five wholly ownedsubsidiary and three step- down subsidiaries. The Board of Directors of the Companyreviewed the affairs of subsidiaries of the Company. The Consolidated Financial Statementsof the Company are prepared in accordance with the relevant Indian Accounting Standardsissued by the Institute of Chartered Accountants of India and forms an integral part ofthis 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.

Consolidated Accounts

In accordance with the requirements of Companies Act 2013 and IndianAccounting Standards IND-AS 110 prescribed by the Institute of Chartered Accountants ofIndia the Consolidated Financial Statements of the Company and its subsidiary is providedin this Annual Report.

Goods and Services Tax (GST)

The Goods and Services Tax (GST) is a landmark reform having a lastingimpact on the economy and on businesses. Your Company has successfully implemented andmigrated to GST with effect from July 01 2017 and changes across IT systems supply chainand operations have been made keeping in mind the sweeping changes that GST has broughtin.

Share Capital

• 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.

• Buyback of Equity Shares

During the financial year under review after obtaining requisiteapproval of the Board your Company has completed the buyback of 200000 equity shares ofthe Company (representing up to about 1.05% of the total number of Equity shares of theCompany) at a price of Rs 250 per share for an aggregate amount of Rs 50000000/-.

The Buy Back offer size of Rs 50000000 represents 1.20% of the totalPaid up Capital and Free Reserves of the Company as per the audited accounts Rs of theCompany for the financial year ended March 312017.

In accordance with the provisions of the Securities and Exchange Boardof India (Buy Back of Securities) Regulations 1998 and the Companies Act 2013 and rulesmade there under the said buyback was made from the Equity Shareholders/ Beneficialowners of the Company who held Equity Shares as on the record date i.e. June 12 2017("Record Date") on a proportionate basis through the tender offer using stockexchange mechanism ("Tender offer").

An amount of Rs 50000000 was utilised from General Reserve tooff-set the buy back offer including transfer of Rs 2000000 to the Capital RedemptionReserve to the extent of Share Capital extinguished.

The final settlement date for buy back was September 13 2017 andExtinguishment of Shares was completed by September 20 2017.

Consequent to such buy back the number of Equity Shares reduced from19079440 to 18879440 post buy back and accordingly Issued Subscribed and Paid-upCapital reduced to Rs 188794400/-.

Documents relating to buyback are available on Company'swebsite www.renjewellery.com.

Apart from the above there were no changes in the Share Capital duringthe Financial Year under review.

Issue of shares under the EmployeesRs Stock Purchase Scheme (ESPS)

Compensation Committee of the Board of Directors of the Company interalia administers the EmployeesRs Stock Purchase Scheme of the Company in accordance withthe applicable guidelines of Securities and Exchange Board of India.

The Company had opted for trust route for offering ESPS and 720000shares were issued to the

RJL Employee Welfare Trust (ESPS Trust) in F.Y 2008-09 for onwardoffering to the recommended employees. Hence Basic and Diluted Earning Per Share (EPS) isRs 16.19.

Your Company through ESPS Trust had offered the ESPS shares to therecommended employees under the Tranch - I and Tranch - II of RJL EmployeesRs StockPurchase Scheme - 2008 (RJL ESPS - 2008).

During the financial year under review with the approval ofshareholders obtained through a Postal Ballot process the Company introduced andimplemented the RJL - Employees Stock Purchase Scheme 2017 ("RJL ESPS-2017") forissue and/ or offer and/or transfer of not exceeding 1500000 fully paid-up Equity Sharesof face value of Rs 10 each to eligible employees of the Company as well as that of itssubsidiaries.

The said RJL ESPS-2017 was introduced to replace the existing RJL -ESPS-2008.

The new Scheme "RJL ESPS-2017" was approved by the Board ofDirectors through Circular Resolution passed on October 13 2017 and by the membersthrough Postal Ballot Resolutions passed on November 20 2017.

Under the Tranch -1 of RJL ESPS - 2017 the Company has offered450000 ESPS shares to the recommended employees.

The RJL ESPS - 2017 is implemented by Compensation Committee inaccordance with the requirements of Securities and Exchange Board of India (Share BasedEmployee Benefits) Regulations 2014 (SEBI SBEB Regulation) and other applicable laws.

During the financial year under review the Company has issued 300000ESPS shares to Mr. Parag Shah which is exceeding 1% of the issued capital of the Company.

RJL ESPS-2008 and RJL ESPS -2017 of the Company are in compliance withthe SEBI SBEB Regulations.

As required under Regulation 13 of the said Regulations the Companyhas obtained a Certificate from M/s. Damania & Varaiya Chartered Accountants theStatutory Auditors of the Company certifying that the Schemes are implemented inaccordance with these regulations and the resolutions of the Company. The same would beplaced before the members at the ensuing AGM and a copy of the same shall be available forinspection at the Registered Office of the Company.

As stipulated under SEBI SBEB Regulations read with the circularissued by SEBI on June 16 2015 and Rule 12 (9) of Companies (Share Capital andDebentures) Rules 2014 the applicable disclousres as on March 312018 are given below:

Disclosures with respect to Employees Stock Purchase Scheme of theCompany

Date of shareholdersRs approval:

ESPS 2008

ESPS 2017

September 5 2008

November 20 2017
Lock-In period:

% of total Shares transferred to employees that would be released on the expiry of the Lock-in period

Lock-in period

Lock-in period

Tranch I

Tranch II

Up to 1 year from the date of transfer of shares from RJL Employee Welfare TrustRs s Demat account to Demat account of employee

33%

01/09/2010

01/02/2012

33%

01/09/2011

01/02/2013

33%

01/09/2012

01/02/2014

The details of the number of shares issued under ESPS

Please refer the table given below

The price at which such shares are issued

Tranch I

Tranch II

Tranch I

Rs 50/-

Rs 65/-

Rs 40/-
Employee-wise details of the shares issued to;
(i) senior managerial personnel;

462500

46140

450000
(ii) any other employee who is issued shares in any one year amounting to 5% or more shares issued during that year; 1. Mr. Parag Shah V P - Operations 300000 Shares 2. Mr. Nikesh Shah V P - Productions 150000 Shares
(iii) identified employees who were issued shares during any one year equal to or exceeding 1% of the issued capital of the company at the time of issuance; Mr. Parag Shah V F - Operations 300000 Shares - 1.59%
Consideration received against the issuance of shares if scheme is implemented directly by the company

NA as the scheme is not implemented directly by the company

Loan repaid by the Trust during the year from exercise price received

Rs 18000000/-

Following are the details of number of shares issued under RJL ESPS -2008 and RJL ESPS - 2017 and itsRs status as on March 31 2018:

Particulars

Number of Shares

Shares allotted to ESPS Trust

720000

ESPS

2008

ESPS 2017

Tranch - I

Tranch - II

Tranch - I

Shares offered to recommended employees by ESPS Trust

617500

257490

450000

Shares transferred back to ESPS Trust due to non- acceptance/ disqualification

155000

3000

0

Shares acquired by employees

58334

15290

450000

Shares transferred back

404166

239200

0

to ESPS Trust due to Surrender / lapse
Balance shares to be acquired by the employees#

0

0

0

Balance shares with ESPS Trust to offer

646376

196376

#Tranch I and II of RJL ESPS - 2008 have lapsed on February 28 2014and July 31 2015 respectively.

Implementation of RJL - Employees Stock Option Plan 2018 (RJL ESOP2018)

The Board of Directors of the Company at their Meeting held on May 282018 has approved the "RJL - Employees Stock Option Plan 2018" (RJL ESOP 2018)subject to shareholdersRs approval which will be implemented by Compensation Committeeconstituted under Section 178 of the Companies Act 2013 in accordance with therequirements of Securities and Exchange Board Of India (Share Based Employee Benefits)Regulations 2014 ("SEBI SBEB Regulations") and other applicable laws.

The Board is proposing the said RJL ESOP 2018 for the approval of themembers at the ensuing Annual General Meeting pursuant to the provisions of section 42and 62 (1) (b) and all other applicable provisions if any of the Companies Act 2013 andas per the requirement of Clause 6 of the SEBI SBEB Regulations.

The details of the RJL ESOP 2018 are provided in the AGM Notice formingpart of this Annual Report.

Listing

At present 18879440 Equity Shares of the Company are listed on theBombay Stock Exchange Limited and National Stock Exchange of India Limited.

The Company has paid the applicable listing fees to these StockExchanges for the financial year 2018-19. The Company'sshares are compulsorily tradable inelectronic form and the Company has established connectivity with both the depositories

i.e. Central Depository Services (India) Ltd. (CDSL) & NationalSecurities 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% ofpromoterRs s and promoter groupRs s shareholding in dematerialized form. Therefore thesecurities of Company are traded in the normal segment of the Exchanges.

Awards/Recognition

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 itsRs performance andachievements. Following are some of the awards/recognition received by the Company in thepast:

- GJEPC Award for outstanding Export

Performance under the category "Studded Precious Metal JewelleryExports" 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-MartRs s Rs International Supplier of the YearRs Award in 2004

- SEEPZ-SEZ Star 2000-2001 Award

Corporate Governance

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 with acertificate of Practicing Company Secretary of the Company forms an integral part of thisAnnual Report. A certificate from the Managing Director and CFO of the Company confirminginternal controls and checks pertaining to financial statements for the year ended March312018 was placed before the Board of Directors and the Board has noted the same.

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 312018 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 IndependentDirectors and one lady director on the Board of the Company.

In accordance with the provisions of the Companies Act 2013 and theArticles of Association of the Company Mr. Neville R. Tata (DIN: 00036648) ExecutiveDirector of the Company retire by rotation at the ensuing Annual General Meeting andbeing eligible has offered himself for reappointment.

Brief resume of the Director 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.

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 March312018:

1. Mr. Hitesh Shah - Managing Director

2. Mr. G. M. Walavalkar - Company Secretary

3. Mr. Dilip Joshi - Chief Financial Officer

During the year under review there is no change in the Board ofDirectors 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(b) of SEBI (LODR) Regulations 2015.

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 Company www.reniewellerv.com.

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 May 08 2018 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.renjewellery.com.

Disclosure of Pecuniary Relationship

There was no pecuniary relationship or transactions of theNon-Executive Directors vis-a-vis the Company during the year under review. Also nopayment except sitting fees was made to any of the Non-Executive Directors of theCompany. No convertible instruments are held by any of the Non-Executive Directors.

DirectorsRs 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 2018 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 312018 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 DirectorsRs knowledge and ability;

d) the annual accounts have been prepared on a Rs going concernRsbasis;

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.

Auditors

M/s Damania & Varaiya. Chartered Accountants the statutoryauditors of the Company have expressed their inability to continue as auditors of theCompany and tendered their resignation.

In order to fill the casual vacancy due to resignation of M/s Damania& Varaiya the Board at its meeting held on May 28 2018 on recommendation of AuditCommittee have decided to recommend to the shareholders the appointment of M/sChaturvedi and Shah Chartered Accountants (Firm Registration No:101720W) as new statutoryauditors of Company to hold office from the conclusion of 29th Annual GeneralMeeting till the conclusion of 34th Annual General Meeting.

The requirement to place the matter relating to ratification ofappointment of Auditors by members at every Annual General Meeting is done away with bythe Ministry of Corporate Affairs vide its notification dated May 7 2018. Hence therewill be no ratification at AGM of appointment of Auditors who will be appointed in theensuing Annual General Meeting.

M/s Chaturvedi and Shah have given their consent to act as StatutoryAuditors of the Company and have also confirmed that their appointment if made would bewithin the prescribed limits under Section 141 of the Companies Act 2013.

AuditorsRs Report

The Notes on financial statement referred to in the AuditorsRs Reportare self-explanatory and do not call for any further comments by the Board. There is no

qualification / reservation / adverse remark / disclaimer made in theAuditorsRs Report for the financial year 2017-18.

Internal Auditors

In accordance with provisions of Sections 138 of the Companies Act2013 and pursuant to the recommendation of the Audit Committee M/s. Jayesh Dadia &Associates Chartered Accountants Mumbai have been appointed as Internal Auditors of theCompany for conducting Internal Audit of the Company for the Financial Year 2017-18.

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.

Secretarial Auditor

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 2017-18. The Secretarial Audit Report for the financial year endedMarch 31 2018 is enclosed herewith as Annexure - I forming part of this DirectorRs sReport. The Secretarial Audit Report does not contain any qualification reservation oradverse remark.

Deposits

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.

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 312018

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 Ceiling lights (CFL) in production areas at the Unit I have been replaced with LED tube lights which are durable and requires minimum maintenance. These LED Tube lights has resulted in cutting down the power consumption by almost 14 watts per tube light saving Rs 250000/- per year of the Company
(i) the steps taken by the company for utilising alternate sources of energy 490 number of LED tube lights installed at the Unit 1 of the company as alternate source of energy.
(iii) the capital investment on energy conservation equipments; Corpus for installing LED tube lights is Rs 192500/- 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.
(ii) the benefits derived like product improvement cost reduction product development or import substitution NA
(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)

FY 2017-18

FY 2016-17

Foreign Exchange Earnings

95073.69

105097.01

Foreign Exchange Outgo

53183.55

52107.08

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 and on an armRs slength basis.

During the year the Company had not entered into any contract /arrangement / transaction with related parties which could be considered material inaccordance with the policy of the Company on materiality of related party transactions.

The Policy on materiality of related party transactions and dealingwith related party transactions as approved by the Board is posed on the Company'swebsite www.renjewellery.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 posed on the Company'swebsite www.reniewellerv.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 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 DirectorRs sReport.

Risk Management

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.

Human Resources

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.

Implementation of Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013.

The Company has constituted a Committee under the Sexual Harassment ofWomen at Workplace (Prevention Prohibition and Redressal) Act 2013. The Committee meetsregularly and takes up programs to spread awareness and educate employees about preventionof Sexual Harassment at Workplace.

No instances of Sexual Harassment of Women under the said Act have beenreported in any of the units of the Company during the financial year under review.

Other Disclosures

CSR Committee

The CSR Committee comprises of Mr. Niranjan A. Shah as Chairman Mr.Hitesh M. Shah and Mr. Anil K. Chopra 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

Six 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 utilized by the recipient as required under Section 186 of the CompaniesAct 2013 are provided in the standalone financial statement (Please refer to Note 54 tothe standalone financial statement).

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 DirectorRs 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).

Extract of Annual Return

An extract of Annual Return in Form MGT-9 as provided under sub-section(3) of Section 92 of the Companies Act 2013 read with and rule 12(1) of the Companies(Management and Administration) Rules 2014 is enclosed herewith as Annexure - IV formingpart of this DirectorRs 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 2010-11 is due for remittance to theInvestor Education and Protection Fund (IEPF) established by the Central Government onOctober 07 2018. 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 2009-10 amounting to Rs 80374/- to the IEPF.

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.

Cautionary Statement

Statements in this Directors Report and Management Discussion &Analysis describing the Company'sobjectives 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 theCompany'sprincipal markets and other incidental factors.

Acknowledgements

Your Directors take this opportunity to thank the Company'scustomersmembers 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.

For and on behalf of the Board

Niranjan Shah

Hitesh Shah

Executive Chairman

Managing Director

(DIN - 00036439)

(DIN - 00036338)

Mumbai May 28 2018