Tara Jewels Ltd.
|BSE: 534756||Sector: Consumer|
|NSE: TARAJEWELS||ISIN Code: INE799L01016|
|BSE 00:00 | 03 Sep||Tara Jewels Ltd|
|NSE 05:30 | 01 Jan||Tara Jewels Ltd|
|BSE: 534756||Sector: Consumer|
|NSE: TARAJEWELS||ISIN Code: INE799L01016|
|BSE 00:00 | 03 Sep||Tara Jewels Ltd|
|NSE 05:30 | 01 Jan||Tara Jewels Ltd|
The Members Tara Jewels Limited
Your Directors take pleasure in presenting their 17th Annual Report onthe business and operations of the Company together with audited financial statements forthe year ended March 31 2018.
During the year under review the Company earned a total revenue ofRs.442.35 crores against Rs.1197 crores in the Previous Year. The net loss after Taxsuffered by the Company for the year under review was Rs.722.76 crores against theNet Loss after Tax of Rs.11.82 crores achieved by the Company in the previousFinancial Year.
During the year under review the Company earned a total revenue ofRs.845.17 crores against Rs.1557.85 crores in the Previous Year. The net loss after Taxsuffered by the Company for the year under review was Rs.720.90 crores against the NetLoss After Tax of Rs.4.62 crores achieved by the Company in the previous Financial Year.
MANAGEMENT DISCUSSION AND ANALYSIS
As per SEBI (Listing Obligations and Disclosures Requirements)Regulations 2015 a detailed Management Discussion and Analysis Report is presented in aseparate section as part of this annual report.
DIVIDEND & RESERVES
In view of the loss incurred by the Company the Directors do notrecommend dividend on the Equity Share Capital of the Company for the Financial Year endedMarch 31 2018. No amount has been transferred to reserve during the financial year underreview.
The paid up share capital of the Company as on March 31 2018 stood atRs.246228500/-. During the year under review the Company has not issued any shares norhas granted any stock option or sweat equity. None of the directors of the company holdinstruments convertible into equity shares of the company.
EMPLOYEES STOCK OPTION SCHEME
Particulars of Employee Stock Options are given in "AnnexureA" to this report.
SUBSIDIARY COMPANIES AND THEIR PERFORMANCE / FINANCIAL POSITION
The Subsidiaries and Step down Subsidiaries of the Company as on March31 2018 are as follows:
Tara (Hong Kong) Limited Tara Jewels Holdings Inc
Step Down Subsidiaries:
Tara China Jewelry Limited- Subsidiary of Tara (Hong Kong) LimitedFabrikant Tara International LLC- Subsidiary of Tara Jewels Holdings Inc
In accordance with Section 129 (3) of the Companies Act 2013 andIndian Accounting Standards the Company has prepared the Consolidated FinancialStatements of the Company and all its subsidiaries which forms part of this AnnualReport.
The Statement in form AOC-1(Annexure B) containing salientfeatures of the financial statements of Company's Subsidiaries is attached to thisreport.
a. The current policy is to have an appropriate mix of ExecutiveNon-Executive and Independent Directors to maintain the independence of the Board andseparate its functions of governance and management. The Board consists of 5 members 2 ofwhom are Executive or Whole-time Directors and 2 are Independent Directors and 1 is aNominee Director as on 31st March 2018. The Board periodically evaluates the need forchange in its composition and size.
Changes in the Constitution of the Board taken place during the year2017-18 and upto the date of this Report are mentioned hereunder.
CHANGES IN CONSTITUTION OF BOARD
The following changes have taken place in the Board of Directors/KeyManagerial Personnel of the Company during the year 2017-18 and upto the date of thisReport:
Declaration by Independent Directors
The Company has received necessary declaration from each IndependentDirector under Section 149(7) of the Companies Act 2013 that he/she meets the criteriaof Independence as provided in sub-section (6) of Section 149 of the Companies Act 2013and Regulation 16(1) (b) of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015.
b. Board/ Committee Meetings:
During the year under review four meetings of the Board took place.Details of Board Meetings and Committee Meetings have been provided in the CorporateGovernance Report that forms part of this Annual Report. The intervening gap between anytwo Board Meetings was within the period prescribed by the Companies Act 2013.
Board Meeting dates are finalized in consultation with all directorsand agenda papers backed up by comprehensive notes and detailed background information arecirculated well in advance before the date of the meeting thereby enabling the Board totake informed decisions. A detailed presentation is also made to apprise the Board ofimportant developments in industry segments business operations marketing productsetc.
c. Familiarization Programme with Independent Directors:
Pursuant to provisions of SEBI (Listing and Disclosures Requirements)Regulations 2015 during the year under review the Company prepared and pursued theFamiliarization Programme for Independent Directors as hosted on Company's website atwww.tarajewels.in (Weblink:www.tarajewels.in/investorrelations/corporategovernance/policies)
d. Performance Evaluation:
The Board of Directors has carried out an annual evaluation of its ownperformance Board Committees and individual Directors pursuant to the provisions of theAct and the Corporate Governance requirements as prescribed by SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 ("SEBI Listing Regulations").
The performance of the Board was evaluated by the Board after seekinginputs from all the Directors and Senior Managerial Personnel. The performance of theCommittees and effectiveness of Committee Meetings was evaluated by the Board after takinginto consideration the inputs provided by the Committee Members.
The Board and the Nomination and Remuneration Committee reviewed theperformance of the individual Directors on the basis of Nomination and Remuneration Policylaid down by the said committee and approved by the Board.
In a separate meeting of Independent Directors performance ofNon-Independent Directors performance of the Board as a whole and performance of theChairman was evaluated taking into account the views of Executive Directors andNon-Executive Directors. The same was considered by the Board of Directors at its meeting.
e. Policy for Selection Appointment and Remuneration of Directors/KeyManagerial Personnel/Senior Management Personnel including Criteria for their performanceevaluation:
The Company has adopted a policy titled as "Nomination &Remuneration Policy" which interalia includes Company's policy on BoardDiversity selection appointment and remuneration of directors/Key ManagerialPersonnel/Senior Management Personnel criteria for determining qualifications positiveattributes independence of a director and criteria for performance evaluation of theDirectors.
The Nomination & Remuneration Policy as approved by the Board isattached as Annexure "C" to the Board's Report and also uploaded onthe Company's website www.tarajewels.in and details of criteria laid down and theRemuneration Policy are given in the Corporate Governance Report.
The Details pertaining to the composition of the Audit Committee areincluded in the Corporate Governance Report forming a part of this report.
During the year 2017-18 there were no instances where the Board ofDirectors did not accept the recommendations of the Audit Committee.
The Company has established a vigil mechanism/Whistle Blower Policy andoversees through the Audit Committee for expressing genuine concerns by the employees andother Directors. The Company has also provided adequate safeguards against victimizationof employees and Directors who express their concerns. The Company has also provided toany complainant to have direct access to the Chairman of the Audit Committee. The VigilMechanism Policy of the Company is placed on Company's website i.e.www.tarajewels.in.
a. Statutory Auditors
M/s GMJ & Co (Firm Registration No. 103429W) as the StatutoryAuditors of the Company for a period of 5 years to hold office from the conclusion of AGMheld on September 28 2017 till the conclusion of the twenty-first AGM to be held in theyear 2022.
Board's Explanation to the remarks of Auditors:
1. As regards Statutory Auditor's remark for not depositingundisputed statutory dues with prescribed authorities within prescribed time the Board ismaking its best efforts to be regular in depositing undisputed statutory dues.
2. As regards deficit of 1 Independent Director on the Board bestefforts are being made to identify a suitable candidate for appointing IndependentDirector.
3. The notes to the accounts and other observations referred to by theauditors in their report are self explanatory and do not call for any furtherexplanation/clarification by the Board.
b. Secretarial Auditor
M/s K.C Nevatia Practicing Company Secretaries was appointed toconduct the Secretarial Audit of the Company for the financial year 2017-18 as requiredunder Section 204 of the Companies Act 2013 and rules made thereunder.
The Secretarial Audit report for Financial year 2017-18 forms part ofAnnual Report as Annexure D to the Board's Report.
Qualification in Secretarial Audit Report:
1. The Company is not regular in depositing statutory dues i.e.Provident funds ESI Profession Tax with concerned authority.
2. There is a shortfall of One Independent Director in the compositionof Board and consequently the composition of the Audit Committee Stake holdersRelationship Committee and Nomination and Remuneration Committee have not been constitutedin accordance with the provisions of the Companies Act 2013 and SEBI (LODR) Regulations2015.
1. The Board is making efforts to be regular in depositing thestatutory dues.
2. The Board is making its best effort to identify a suitable candidatefor appointing Independent Director.
c. Cost Auditor
Cost Auditor is not required to be appointed by the Company since it islocated in a SEZ Zone as per the circular issued by the Ministry in this regard.
INTERNAL CONTROL SYSTEM AND COMPLIANCE FRAMEWORK
The Company has strong internal control framework which includes levelcontrols whistle blower policy rigorous management reviews and MIS and strong internalaudit mechanism. There are robust financial control processes with appropriate checks andbalances defined policies and procedures to ensure reasonable assurance with regard tofinancial information. Process controls deployed ensure adherence to policies andprocedures efficiency in operations and reduce risk of frauds.
The rigorous internal controls management oversees results thoroughreview of internal audit reports by the Audit Committee and implementation of action plansmakes the internal financial controls strong in the Company.
The Board of Directors has constituted Risk Management Committeeconstituting directors and non-director members. The Board based on the recommendations ofthe Risk Management Committee has also adopted "Risk Management Policy" of theCompany which is hosted on Company's website at www.tarajewels.in.
The Committee through its Risk Council shall assess critical andnon-critical risks viz. Strategic Operational Financial Regulatory compliance andrisk management plan would be prepared for identifying and mitigating risks in eachidentified area. Your Company continues to attach a high degree of importance to this areaand shall ensure that necessary Risk Mitigation Process is in place for each identifiedrisk area at all times.
RELATED PARTY TRANSACTIONS
All the transactions with related parties are in the ordinary course ofbusiness and on arm's length basis; and the details of material related partytransactions or arrangements have been furnished in Form AOC-2(Annexure E) isattached to this report.
All the Related Party Transactions entered during the year under revieware set out under notes to accounts to the Financial Statements.
The policy on Related Party Transactions as approved by the Board isuploaded on the Company's website at Weblink:www.tarajewels.in/investorrelations/corporategovernance/policies
None of the Directors has any pecuniary relationships or transactionsvis--vis the Company except by way of remuneration paid to the Whole - time Director andsitting fees paid to other Non-Executive Directors. The Managing Director has not drawnany remuneration from the Company during the financial year under review.
MANAGERIAL REMUNERATION AND PARTICULARS OF EMPLOYEES
The information required under section 197 (12) of the Companies Act2013 read with Rule 5 of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 is not being sent along with this Report to the Members of theCompany as per the provision of Section 136 of the Companies Act 2013. Members who areinterested in obtaining these particulars may write to the Company Secretary at theRegistered Office of the Company. The aforesaid Annexure is also available for inspectionby Members at the Registered Office of the Company 21 days before the 17th Annual GeneralMeeting during the business hours on working days.
LOANS GUARANTEES OR INVESTMENTS
Details of Loans Guarantees and Investments if any covered under theprovisions of Section 186 of the Act are given in the notes to the Financial Statements
CORPORATE SOCIAL RESPONSIBILITY
Pursuant to the provisions of Section 135 of the Act read with CSRRules the Company has constituted CSR Committee and formulated CSR Policy.
A Board level committee has been constituted consisting of thefollowing members as on date of this report:
* Ms. Disha Tulsiani was appointed as an Executive Director and as aMember of Committee w.e.f May 29 2018.
Mr. Sanjay Sethi was appointed as an Executive Director and as a Memberof the Committee w.e.f August 10 2017 and resigned from the Board and consequently as amember of Committee w.e.f May 1 2018
The Company has not made any expenditure on CSR activities during thefinancial year under review as the Company is still exploring the appropriate project inwhich the CSR expenses can be made so as to provide the maximum benefit to the society atlarge.The Company intends to contribute the money for CSR activities as soon as theappropriate area is identified.
During the year 2017-18 the Company did not accept any deposit frompublic.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There are no significant and material orders passed by the regulatorsor courts or tribunals impacting the going concern status and Company's operations infuture.
EXTRACT OF ANNUAL RETURN
The extract of the Annual Return pursuant to the sub-section (3) ofSection 92 of the Companies Act 2013 prepared in form MGT 9 is annexed herewith as"Annexure F".
DIRECTORS' RESPONSIBILITY STATEMENT
The financial statements are prepared in accordance with the GenerallyAccepted Accounting Principles (GAAP) under the historical cost convention on accrualbasis except for certain financial instruments which are measured at fair values. GAAPcomprises mandatory accounting standards as prescribed under Section 133 of the CompaniesAct 2013 (the Act') read with Rule 7 of the Companies (Accounts) Rules 2014the provisionsof the Act (to the extent notified) and guidelines issued by the Securitiesand Exchange Board of India (SEBI). There are no material departures from prescribedaccounting standards in the adoption of these standards.
To the best of their knowledge and belief and according to theinformation and explanations obtained by them your Directors make the followingstatements in terms of Section 134(3)(c) and 134 (5) of the Companies Act 2013:
a) in the preparation of the annual accounts for the financial yearended March 31 2018 the applicable accounting standards have been followed along withproper explanation relating to material departures if any;
b) the directors have selected such accounting policies and appliedthem consistently and made judgments and estimates that are reasonable and prudent so asto give a true and fair view of the state of affairs of the company at the end of thefinancial year and of the loss of the company for that period;
c) the directors have taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of this Actfor safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;
d) the Directors have prepared the annual accounts on a going concernbasis;
e) the Directors have laid down internal financial controls to befollowed by the company and that such internal financial controls are adequate and wereoperating effectively; and
f) the directors have devised proper systems to ensure compliance withthe provisions of all applicable laws and such systems are adequate and operatingeffectively.
As per SEBI (Listing and Disclosures Requirements) Regulations 2015 aseparate section on Corporate Governance practices followed by the Company is provided inthe Corporate Governance section of the Annual Report. The certificate from practisingCompany Secretary on compliance with the condition of corporate governance of ListingRegulation is given in Annexure G of this Report.
ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS AND OUTGO
(a) CONSERVATION OF ENERGY:-
The Company is very much conscious of conservation of energy and allmeasures are being taken to minimize the consumption of energy wherever possible.
(b) TECHNOLOGY ABSORPOTION:-
The Company has not acquired any technology during the Financial Yearunder review. The efforts for research and development is an ongoing process throughoutthe year.
(c) FOREIGN EXCHANGE EARNING & OUTGO:-
Forms part of Notes to Accounts of Financial Statement.
MATERIAL CHANGES AND COMMITMENT IF ANY EFFECTING THE FINANCIAL POSITIONOF COMPANY WHICH HAVE OCCURRED BETWEEN THE FINANCIAL YEAR END OF THE COMPANY TO WHICHFINANCIAL RESULTS RELATE
Except as disclosed elsewhere in this report there have been nomaterial changes and commitments which can affect the financial position of the Companyoccurred between the end of the financial year of the Company and date of this report.
CHANGES IN NATURE OF BUSINESS AND REVISION IN THE BOARD'S REPORT
There are no changes in nature of business and also revision in theBoard's Report during the year.
Your Company firmly believes that employees are the most valuableassets and key players of business success and sustained growth. Various employeebenefits recreational and team building programmes are conducted to enhance employeeskills motivation as also to foster team spirit. Company also conducts in house trainingprogrammes to develop leadership as well as technical/functional capabilities in order tomeet future talent requirements. Industrial relations were cordial throughout the year.
POLICY ON PREVENTION OF SEXUAL HARASSMENT
The Company has a policy on prevention of Sexual Harassment in linewith the requirements of The Sexual Harassment of Women at Workplace (PreventionHarassment Redressal) Act 2013. The Committee has been set up to redress complaintsreceived regarding Sexual Harassment. All Employees (permanent contractual temporarytrainees) are covered under this policy. During the year 2017-2018 no complaints werereceived regarding sexual harassment
Your Directors place on record their sincere thanks and appreciationfor the confidence reposed and continued support extended by Central and StateGovernments Bankers Customers Suppliers and Shareholders. Your Board would like toplace on record its sincere appreciation to the employees at all levels for the dedicatedefforts and contribution in playing a very significant part in the Company'soperations.
For and on behalf of the Board of Directors
Chairman and Managing Director (DIN: 00266460)
Place : Mumbai
Date : May 29 2018