The Directors take great pleasure in presenting the 33rd report on thebusiness and operations of your Company along with the Annual Report and Audited FinancialStatements for the Financial Year 2021-22.
Your Company earned a Profit Before Tax (PBT) of Rs 582.40 million ascompared to PBT of Rs 256.90 million in the previous year. Highlights of the financialperformance (Standalone) are as follows:
(Rs In Million)
| ||F.Y. 2021-22 ||F.Y. 2020-21 |
|Total Income ||15172.87 ||11025.32 |
|Gross Profit ||2928.83 ||1931.37 |
|PBID ||815.42 ||495.34 |
|Less: Interest ||116.91 ||99.62 |
|Less: Depreciation ||116.06 ||108.09 |
|PBT ||582.45 ||256.90 |
|Provision for Tax ||193.41 ||64.76 |
|PAT ||389.04 ||192.14 |
The consolidated revenue from operations of the Company for the yearended March 31 2022 was Rs 21898 million (P.Y. Rs 20312 million) an increase of 7.80%on a year-on-year basis. Earnings Before Interest Tax Depreciation and Amortization(EBITDA) up by 73.50% to Rs 2005.5 million (P.Y. Rs 1155 million). Profit After Tax(PAT) was Rs 1065 million (P.Y. Rs 423 million) higher by 151.80% on year- on-year basis.The detailed analysis of the CompanyRss business is given in the ManagementRss Discussionand Analysis Report that forms part of this Annual Report.
In light of your companyRss profitability during the first threequarters of the current fiscal year an interim dividend of 55 percent or Rs 5.50 pershare was paid in February 2022. The Board of Directors is now pleased to recommend afinal dividend of Rs 3.00 per share (30 percent) on the paid-up equity share capital ofthe Company for consideration and approval by the shareholders at the upcoming AnnualGeneral Meeting of the Company subject to withholding of Income tax at source.Consequently the total dividend for the fiscal year ending March 31 2022 amounts to RS8.50 per share (85 percent). The total dividend amount aggregates to Rs 16.05 crore. Thedividend pay-out is in accordance with the CompanyRss Policy for Payouts to theShareholders.
TRANSFER TO RESERVES
During the year under review your Company has not transferred anyamount to General Reserve Account.
INCORPORATION OF SUBSIDIARIES IN USA
During the financial year 2021-22 your Company through its whollyowned subsidiary in Dubai "Verigold Jewellery DMCC" (VJDMCC) has incorporated asubsidiary and a step down subsidiary in USA namely "Renaissance D2C VenturesInc." and "Renaissance FMI Inc." respectively.
ACQUISITION OF ASSETS/BUSINESS IN USA
During the financial year under review Renaissance Jewelry New YorkInc. a wholly owned subsidiary in USA has acquired the business of Everyday EleganceJewelry (Everyday Elegance) and the Renaissance FMI Inc. a wholly owned subsidiary of theCompany has acquired the business (Asset Acquisition) of US based jewellery player FourMine Inc.
FORMATION OF ADVISORY BOARD
During the period under review the company formed a Strategic AdvisoryBoard (SAB). The SAB is comprised of renowned executives with diverse experience who willwork closely with RenaissanceRss leadership team to provide guidance and input on thecompanyRss strategic initiatives for growth. The strategic impetus of this AdvisoryBoardRss collective experience and knowledge will steer the Company to capitalise on thisnext phase of sustained growth given that the global market for branded fine jewellery isexpected to grow at a CAGR of 8 to 12 percent through 2025. The SAB will participate incrucial phases of the CompanyRss future projects paving the way for a stronger and moreeffective performance in the future.
Strategic Advisory Board consists the following members:
Mr. Bijou Kurien
Mr. Kurien the Chairman of the Retail Association of India is aveteran of the Indian retail industry with over 37 years of experience in building brandsbuilding businesses and building organisations. Over the course of his career he hasserved as the COO of Titan Company Ltd President and CEO at Reliance Retail - Lifestyleand as a Strategy Board Member of a leading private equity player.
Mr. Francesco Pesci
Mr. Pesci is a senior executive with extensive experience in global CEOpositions in the jewellery luxury fashion and home decor businesses. In his last roleMr. Pesci was the Chief Executive Officer at George Jensen a Danish jewellery brandestablished in 1904. He has previously served as the CEO/MD at leading fashion and luxurybrands like Peuterey and Brioni and Damiani Japan.
Mr. John MacEntee
Over the last 20+ years Mr. MacEntee has led private companies andadvised global corporations and private equity firms on innovation market disruption andstrategic transactions leading to robust value creation. He has strong expertise ineCommerce DTC sales multi-channel retail and Amazon marketplace management. Mostrecently he served as President and Board Member of Direct Commerce Group where he built adiversified portfolio of eCommerce focused entrepreneurial businesses.
MANAGEMENTRsS DISCUSSION AND ANALYSIS REPORT
ManagementRss 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 2021-22 and till the dateof this report.
COVID-19 OUTBREAK - A GLOBAL PANDEMIC
We began the financial year under consideration with productiondisruptions amid IndiaRss nationwide lockdown coupled with subdued demand for jewellery inthe major markets we operate in.
At the end of the first quarter of the fiscal year our companyRssjewellery export business began to improve as a result of relaxations allowing us to beginmanufacturing and pent-up demand for jewellery beginning to emerge following thenormalisation of COVID-19 cases in Western markets. As we moved into the third and fourthquarters of the fiscal year the positive impact of vaccinations and stimulus programmesin these Western markets which account for the majority of our sales continued to boostjewellery demand.
In addition our online Direct to Consumer business has shown promisein the United States and the United Kingdom by capitalising on the rising trend of onlinepurchasing during the pandemic.
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. Weconducted a vaccination drive to vaccinate all our employees and their family members atour plants and office premises in India.
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. Verigold Jewellery DMCC Dubai
Indirect (Step-down) Subsidiary Companies:
1. Renaissance Jewellery DMCC Dubai (Subsidiary of VerigoldJewellery DMCC Dubai)
2. Jay Gems Inc. USA (Subsidiary of Renaissance Jewelry New YorkInc)
3. Essar Capital LLC USA (Subsidiary of Jay Gems Inc. USA)
4. Verigold Jewellery (Shanghai) Trading Company Limited China (Subsidiaryof Verigold Jewellery DMCC Dubai)
5. Renaissance D2C Ventures Inc USA (Subsidiary of VerigoldJewellery DMCC Dubai)
6. Renaissance FMI Inc. USA (Subsidiary of Renaissance D2C VenturesInc USA)
Cessation of Subsidiary Company:
During the year under review Renaissance Jewellery Bangladesh Pvt.Ltd. wholly owned subsidiary of the Company ceased to be the wholly owned subsidiary ofthe Company w.e.f. March 12 2022 pursuant to voluntary winding up due to discontinuanceof business operations/activities.
Renaissance Jewellery Bangladesh Pvt. Ltd was not a material subsidiaryof the Company and voluntary winding up of said subsidiary does not have any financialsimpact on the Company.
FINANCIAL STATEMENTS/REPORTS OF THE SUBSIDIARIES:
As on signing date of this Report the Company has nine subsidiariesincluding three wholly owned direct subsidiary and six 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 Rs987000000 ( Rupees Ninety Eight Crore Seventy Lakh Only) divided into 88700000/-(Eight Crore Eighty Seven Lakhs) Equity shares of Rs 10/- (Rupees Ten only)each and 10000000 (One Crore) 0% optionally convertible or redeemable non-cumulativepreference share of Rs 10/- each.
Sub-division of equity shares and Alteration ofMemorandum of Association of the Company:
After the end of financial year the Board of Directors of the Companyat its meeting held on May 05 2022 considered a proposal to sub-divide each equity shareof face value of Rs. 10/- into 5 equity shares of the face value of Rs. 2/- each fullypaid up and consequential alteration of clause V(a) of the Memorandum of Association ofthe Company subject to approval of the members through Postal Ballot procedure and suchother approvals as may be necessary.
The Notice of the Postal Ballot including appropriate resolutionsseeking your approval for the above purpose is already sent.
The above activity will be completed before ensuing Annual GeneralMeeting.
After the approval of members the Authorised Share Capital of theCompany will be Rs 987000000 ( Rupees Ninety Eight Crore Seventy LakhOnly) divided into 443500000/- (Forty Four Crores Thirty Five Lakhs) Equity Shares ofRs. 2/- (Rupees Two Only) each and 10000000 (One Crore) 0% optionally convertible orredeemable non-cumulative preference share of Rs 10/- each.
EMPLOYEES STOCK OPTION PLANS
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" (RsESOP-2018/theSchemeRs) through RJL Employee Welfare Trust (the Trust) to create grant offer issueand allot at any time in one or more tranches such number of stock options not exceeding1000000 equity shares of face value of Rs 10 each convertible into Equity Sharesof the Company ("Options") bifurcated in Type A - 196376 options and Type B -803624 options.
During the financial year under review the total 196376 Type A stockoptions granted under ESOP 2018 of the Company were exercised by the senior executives ofthe Company.
There is no grant of options to any employee from Type B optionsmentioned above.
RGL- Employees Stock Option Plan 2021 (RGLESOP 2021)
During the financial year under review with the approval of Board ofDirectors at their Meeting held on December 14 2021 and approval of shareholders throughspecial resolution passed by Postal Ballot on January 21 2022 the Company had introducedand implemented the RGL Employee Stock Option Plan 2021 (RsRGL ESOP 2021Rs / RsSchemeRs)to create grant offer issue and allot at any time in one or more tranches such numberof stock options not exceeding 500000 equity shares of face value of Rs 10 eachconvertible into Equity Shares of the Company ("Options")
The Nomination and Remuneration Committee shall act as the CompensationCommittee and is empowered to formulate detailed terms and conditions of the RGL ESOP2021 administer and supervise the same.
The maximum number of options to be granted per employee per grant andin aggregate shall not exceed 500000 (Five Lakhs).
The maximum number of Options under RGL ESOP 2021 that may be grantedto each eligible employee shall vary depending upon the grade however the same shall notbe equal to or exceeding the number of Shares equivalent to one per cent (01%) of theIssued Capital of the Company per eligible Employee in any year and in aggregate.
The specific employees to whom the Options would be granted and theireligibility criteria would be determined by the Nomination and Remuneration Committee atits sole discretion.
Options granted under RGL ESOP 2021 would vest on completion of 1 (one)year from the date of grant of such Options or any other terms as decided by theNomination and Remuneration Committee.
As on the date of this report your Company has granted 286000options to the eligible employees under RGL ESOP 2021 on April 11 2022.
The ESOP 2018 and 2021 are in line with the SEBI (Share Based EmployeeBenefits and Sweat Equity) Regulations 2021 A certificate from the Secretarial Auditor ofthe Company that these Schemes are implemented in accordance with the SBEB and SweatEquity Regulations 2021 and the resolutions passed by the members would be placed beforethe members at the ensuing AGM and a copies of the same shall be available for inspectionat the Registered Office of the Company.
The applicable disclosures as on March 31 2022 as stipulated underSEBI (Share Based Employee Benefits and Sweat Equity) Regulations 2021 read with the SEBIcircular CIR/CFD/POLICYCELL/2/2015 dated June 16 2015 and Rule 12 (9) of Companies (ShareCapital and Debentures) Rules 2014 are made available on the website of the Company www.renaissanceglobal.com.
Issue of equity shares with differentialrights
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 year2022-23. The CompanyRss shares are compulsorily tradable in electronic form and theCompany has established connectivity with both the depositories i.e. Central DepositoryServices (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 promoterRssand promoter groupRss 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 itsRs performance andachievements. During the financial year under review the Company has received GJEPC Awardfor being the largest exporter of Studded Precious Metal Jewellery in 2019.
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 2022 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 312022 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 themembersRs 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. Arun P.Sathe and Dr. Madhavi S. Pethe as Independent Directors on the Board of the Company for afurther period of 5 (five) years to hold the office up to conclusion of the 35th AnnualGeneral Meeting proposed to be held in 2024.
Niranjan Shah (DIN:00036439) vide his letter dated December 14 2021has tendered his resignation as the Chairman of the Company effective from December 142021.
The Board at its meeting held on December 14 2021 pursuant to therecommendation of Nomination and Remuneration Committee appointed Mr. Darshil Shah (DIN:08030313 ) as additional director designated as Executive Director liable to retire byrotation.
Further The Board at its meeting held on December 14 2021 appointedMr. Sumit Shah (DIN: 00036387) as Non-Executive Chairman of the Company w.e.f December 142021.
Further the Board of Directors at its meeting held on February 072022 on recommendation of nomination and remuneration committee have approvedre-appointment of Mr. Hitesh Shah (DIN 00036338) as Managing Director and Mr. Neville Tata(DIN: 00036648) as a Whole-time Director (Executive Directors) of the Company for a periodof 5 (Five) years with effect from April 01 2022 and February 012022 respectively andhave recommended the same to the members for their approval at the ensuing Annual GeneralMeeting.
In accordance with the provisions of the Companies Act 2013 and theArticles of Association of the Company Mr. Sumit Shah (DIN: 00036387) Non-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 appointment /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 of AnnualGeneral Meeting forming part of this Annual Report.
As on date of this Report the Board consists of eight Directorscomprising one Non-Executive Chairman four Independent Directors and three ExecutiveDirectors. Out of four independent directors one is lady independent director. Thecomposition of the Board represents an optimal mix of professionalism knowledge andexperience and enables the Board to discharge its responsibilities and provide effectiveleadership to the business.
APPOINTMENT OF CHAIRMAN EMERITUS
Post retirement of Mr. Niranjan Shah Executive Chairman themanagement proposed to continue the Mr. Niranjan Shah association with Company by availinghis services and benefits from his tremendous experience / knowledge wisdom in thebusiness of company and the industry to which Company belongs.
Hence on recommendation of Nomination and Remuneration Committee theBoard of Directors at its meeting held on December 14 2021 appointed Mr. Niranjan Shah asChairman Emeritus w.e.f December 14 2021 on such terms and conditions as may be agreedbetween Mr. Niranjan Shah and Board of Directors.
In this role Mr. Niranjan Shah will inter-alia mentor guide andprovide perspective to the Board and the management on matters relating to strategy newbusiness opportunities and corporate governance related matters and continue to build/contribute to the CompanyRss image and brand.
He will be a permanent invitee to the meetings of the Board of theCompany or any of its committees. He will attend the meetings of the Board or any meetingsof the Board committees in the capacity of an invitee only with no voting rights andshall not be deemed to be a party to any decision of the Board or its committees thereof.
He shall not be deemed to be a director for any purposes of theCompanies Act 2013 or any other statute or rules as may be in force from time to timeincluding for the purpose of determining the maximum number of Directors which the Companycan appoint.
Necessary details regarding his appointment and remuneration asrequired under Section 188 of the Companies Act 2013 and SEBI Listing Regulations 2015are given in the Notice of AGM. The aforesaid appointment is subject to approval ofshareholders at the ensuing AGM.
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 312022:
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. Niranjan Shah (DIN:DIN:00036439) vide his letter dated December 14 2021 has tendered his resignation asChairman from the Board of Directors of the Company.
The Board at its meeting held on May 30 2022 also took a note of Mr.G.M. WalavalkarRss relinquishment of company secretary position of your Company. In thesame Board Meeting Mr. Vishal Dhokar was appointed as the Company Secretary ComplianceOfficer and Key Managerial Personnel of your Company w.e.f May 31 2022 in accordance withSection 203 of the Companies Act 2013. Further there is no other change in the KMP of theCompany.
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 the Boardof more than seven listed Companies and none of the Executive Directors serve as anIndependent Director on the Board of 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).
Online Proficiency Self-Assessment Test:
Pursuant to the Companies (Appointment and Qualification of Directors)Fifth Amendment Rules 2020 based on the experience of more than three years as on thedate of inclusion of their names in the Independent directors databank all theIndependent directors of the Company were exempted from appearing for the proficiencyself-assessment test notified under sub-section (1) of section 150 of the Act and rulesmade thereunder.
ANNUAL EVALUATION OF BOARD COMMITTEES ANDDIRECTORS
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 February 05 2022 without the attendance ofNon-Independent directors and members of the management.
At this meeting the Independent Directors reviewed the performance ofNon-Independent Directors including Non-Executive Chairman and Managing Director and theBoard as 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 Company www.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 www.renaissanceglobal.com.
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.
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 2022 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 312022 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 Rsgoing concernRs 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 (Rsthe ActRs) 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 membersRs 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 theFY2022-23. In terms of the Listing Regulations the Auditors have confirmed that they holda valid certificate issued by the Peer Review Board of the ICAI.
The Statutory AuditorsRs Report for FY 2021-22 on the financialstatement of the Company forms part of this Annual Report. The Statutory AuditorsRs reporton the financial statements for FY 2021-22 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 AuditorsRs 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 2021-22.
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 2021-22. The Secretarial Audit Report for the financial year endedMarch 312022 is enclosed herewith as Annexure - I forming part of this DirectorRssReport. 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 BoardRss report.
MAINTENANCE OF COST RECORDS SPECIFIED BY THECENTRAL GOVERNMENT UNDER SECTION 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.
DIRECTORS AND OFFICERS INSURANCE (RsD&ORs)
As per the requirements of Regulation 25(10) of the SEBI ListingRegulations the Company has taken Directors and Officers Insurance (RsD&ORs) for allits Directors.
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 ANDFOREIGN EXCHANGE EARNINGS 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 2022.
a) Conservation of Energy:
The Company continued energy conservation measures during the year. Ithas constantly monitored power usage and running hours on day to day basis therebyresulting in best utilization of energy. The office and industrial rooms are fitted withenergy saving technologies to preserve energy in the long term.
|(i) ||the steps taken or impact on conservation of energy ||Air Curtains have been installed in manufacturing facilities where doors must remain open for operational purpose. The air conditioning effect is maintained by these Air Curtains which also results in a reduced amount of electricity usage. |
|(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 (Green Energy) under the Maharashtra Electricity Regulatory Commission Distribution Open Access Regulations 2014. During the Financial Year 2021-22 the Company has sourced more than 57% of its Power consumption from the solar power plants thus 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 Rs 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 ||a. Enhanced productivity & reduction in production time |
| ||reduction product development or import substitution ||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)- ||NA |
|(a) ||the details of technology imported; |
|(b) ||the year of import; |
|(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:
| ||FY 2021-22 ||FY 2020-21 |
|Foreign Exchange Earnings ||143567.91 ||106603.41 |
|Foreign Exchange Outgo ||65993.97 ||54559.17 |
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 armRss length basis.
Pursuant to Regulation 23(2) of SEBI (LODR) Regulations 2015 allrelated party transactions and subsequent material modifications are placed before theAudit Committee for its approval. Prior omnibus approval of the Audit Committee isobtained for the transactions which are repetitive in nature. A statement giving detailsof all related party transactions is placed before the Audit Committee and the Board ofDirectors for their approval on a quarterly 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 approval of members is being sought at ensuing Annual GeneralMeeting for the appointment of Mr. Niranjan Shah as Chairman Emeritus of the Company beinga related party transaction in terms of provisions of Section 188 of the Companies Act2013.
The Policy on materiality of related party transactions materialmodifications and dealing with related party transactions as approved by the Board isposted on the CompanyRss website www.renaissanceglobal.com.
Your Directors draw attention of the members to the related partydisclosures sets out in the financial statements of the Company. CORPORATE SOCIALRESPONSIBILITY (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 theCompanyRss 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 thisDirectorRss Report.
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.
INVESTOR RELATIONS (IR)
The Company also continuously strives for excellence in its InvestorRelations ("IR") engagement with International and Domestic investors throughstructured conference calls and periodic investor/analyst interactions like individualMeetings participation in investor conferences quarterly earnings calls and analystmeet from time to time. The management of the Company has participated in severalinvestors meets organized by CDR India (IR Agency) during the year. A large majority ofthese meetings were virtual in deference to the prevailing social distancing norms.Efforts were made to ensure that these virtual meetings were conducted in the mostproductive manner. The critical information about the Company is made available to all theinvestors by uploading all such information on the CompanyRss website www.renaissanceglobal.com.
The Company has designated the email-id "firstname.lastname@example.org"exclusively for the service of investors.
The CompanyRss most valuable assets are its employees and the Companyhas fostered a healthy and productive work environment that promotes excellence. Yourcompany has implemented a scalable requirement and human resource management processallowing it to recruit and retain high-caliber personnel. The company continually investsin educating employees in latest cutting- edge technologies.
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. Hitesh M. Shah as Chairman Mr.Darshil A. Shah and Dr. 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
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 madeGuarantees given and Securities 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 forms partof the Annexure - III enclosed with this DirectorRss Report.
Compliance with Secretarial Standards on Board andGeneral Meetings
During the Financial Year your Company has complied with applicableSecretarial Standards issued by the Institute of Company Secretaries of India (ICSI).
Annual Return (Form MGT-7)
A copy of the Annual Return of the Company for the Financial year2021-22 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 CompanyRsswebsite www.renaissanceglobal.com. By virtue of amendment to Section 92(3)of the Companies Act 2013 the Company is not required to provide extract of AnnualReturn (Form MGT-9) as part of the BoardRss report.
Transfer of Unclaimed Dividend to InvestorEducation and Protection Fund (IEPF)
In terms of Section 125 of the Companies Act 2013 any unclaimed orunpaid Dividend relating to the financial year 2014-15 is due on October 23 2022 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 2013-14 amounting to Rs 32370/- to the IEPF.
Transfer of Equity Shares to Investor Educationand Protection Fund (IEPF) Suspense Account
With the transfer of Shares into IEPF as of March 31 2022 a total of6468 shares of the Company were lying in the Demat A/c of the IEPF Authority
Concerned Shareholders may still claim the shares or apply for refundto the IEPF Authority in Web Form No. IEPF-5 available on www.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/she 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.
Insolvency and Bankruptcy Code 2016:
During the financial year neither any application nor any proceedingis initiated against the Company under the Insolvency and Bankruptcy Code 2016.
Details of Significant and Material orders passedby the Regulators or Courts
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 CompanyRss 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 CompanyRssprincipal markets and other incidental factors.
Your Directors take this opportunity to thank the CompanyRss 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 and co-operation 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 || |
|Sumit N Shah ||Hitesh Shah |
|Chairman ||Managing Director |
|(DIN -00036387) ||(DIN - 00036338) |
|Mumbai May 30 2022 || |