Your Directors have pleasure in presenting the Nineteenth Annual Report together withthe audited Financial Statement of the Company for the financial year ended 31st March2018
1. FINANCIAL SUMMARY
(Amt in lakhs)
|Particulars ||31.03.2018 ||31.03.2017 |
|Revenue from operations ||7154.79 ||4516.54 |
|Other Income ||27.53 ||69.64 |
|Profit before tax ||300.52 ||166.46 |
|Provision for Taxation ||62.53 ||44.88 |
|Profit after Tax ||237.99 ||121.58 |
2. STATE OF COMPANY'S AFFAIRS:
The revenue from operations during the year under review stood at Rs. 7154.79 lakhs ascompared to Rs. 4516.54 lakhs in the previous financial year ending 31st March 2017. Thenet profit after tax for the financial year ending 31st March 2018 is Rs. 237.99 lakhs.The Company is in the constant drive for growth and development. With its light weightprecious stone studded gold jewellery the Company has been able to meet the recent trendsin the market. Further the Company intends to introduce assorted brands of jewelleryeach specializing in different categories for the interest of all groups of consumersAfter the end of period under review the Company has entered into the internationalmarket through export of its exclusive gold jewellery.
3. FUTURE OUTLOOK
With growth oriented plans the Company is optimistic about various intended businesstransformations that would boost its performance on the whole and increase itsstakeholders' value. In view of the same and the Company's endeavors to achieve maximumcustomer satisfaction there are plans to launch creative products under various brands.Products of white gold jewellery studded with precious stones 'Aira'- concept jewelleryusing variety of colored gemstones 21ct gold jewellery for the purpose of export are fewamongst the various themes on which the Company is seeking to create its niche in thenational as well as international markets.
In line with its expansion plans and to augment the Company's financial resources theCompany has allotted Warrants to Promoter/ Promoter Group and Non-Promoters which isconvertible into equal number of Equity shares within a period of 18 months from the dateof issue for the purpose of infusing funds in the business.
In order to conserve resources for further expanding business of the Company yourdirectors have opined to not recommend any dividend for the year under review.
5. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:
The provisions of Section 125(2) of the Companies Act 2013 do not apply as the Companyhas not declared and paid dividend.
Amount to be carried forward to the reserves is Rs. (154.30) Lakhs.
7. CHANGE IN NATURE OF BUSINESS:
During the year under review there was no change in the nature of business of theCompany.
8. SHARE CAPITAL
The Issued Subscribed and Paid up Equity Share Capital of the Company is Rs.168641200/-(Rupees Sixteen Crores Eighty Six Lakhs Forty One Thousand Two Hundred only)divided into 16864120 (One Crore Sixty Eight Lakhs Sixty Four Thousand One Hundred andTwenty only) Equity shares of Rs. 10/- each.During the year under review the Company hasallotted 5173520 new Equity shares upon conversion of warrants issued under PreferentialIssue out of which 250000 shares are pending for listing at BSE Ltd. due to pendingdisclosure requirements. Further during the financial year 2017-18 there were no (i)Re-issue of forfeited shares (ii) Issue of shares with differential rights (iii) Issue ofsweat equity shares (iv) Issue of ESOP
9. DIRECTORS AND KEY MANAGERIAL PERSONNEL
Mr. Sanjay Kumar Sanghi retires by rotation at the ensuing Annual General Meeting andbeing eligible offers himself for re-appointment. His profile is given elsewhere in thereport. Your Directors recommend his re-appointment.
Pursuant to the provisions of Section 149 of the Companies Act 2013 Mr. RamprasadVempati Mr. Siddharth Goel and Mr. Vikram Goel were appointed as independent directorsat the Annual General Meeting of the Company held on 29th September 2014 and the termsand conditions of appointment of independent directors are as per Schedule IV of the Act.Further there has been no change in the circumstances which may affect their status asindependent director during the year.
During the year under review Mr. Ritesh Kumar Sanghi was re-appointed as ManagingDirector of the Company for a period of Five years with effect from 29th August 2017 inaccordance with the provisions of Section 196 of the Companies Act 2013 and the rulesmade there under.
10. DECLARATION BY INDEPENDENT DIRECTOR(S) AND RE- APPOINTMENT IF ANY
The declaration by all Independent Director(s) that they meet the criteria ofindependence as provided in sub-section (6) of Section 149 of the Companies Act 2013 havebeen obtained as required.
11. NUMBER OF MEETINGS OF THE BOARD
Eight meetings of the board were held during the year. For details of the meetings ofthe board please refer to the corporate governance report which forms part of thisreport.
12. BOARD EVALUATION
Pursuant to the provisions of the Companies Act 2013 and Regulation 17 of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 and in consultationwith its Nomination & Remuneration Committee the Board has formulated the performanceevaluation policy that specifies the manner and process of formal evaluation of theperformance of the Board its Committees and individual Directors including IndependentDirectors.The said policy is available at the website of the Company atwww.udayjewellery.com.The Independent Directors had met separately on January 182018without the presence of Non-Independent Directors to discuss the performance of theNon-Independent Directors and the Board as a whole.
In accordance with Regulation 17(10) of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the entire Board of Directors of the Company shallevaluate the performance of Independent Directors of the Company. Performance evaluationof Independent Directors was done by the entire Board excluding the Independent Directorbeing evaluated.
13. MANAGERIAL REMUNERATION
The Company's policy on Director's appointment and remuneration in accordance withSection 178 (3) of the Companies Act 2013 is available at the website of the Company atwww.udayjewellery.com. No remuneration is being paid to the Managing Director or any otherDirector of the Company. The information required pursuant to Section 197 read with rule 5of the Companies (Appointment and Remuneration) Rules 2014 and Companies (Particulars ofEmployees) Rules 1975 in respect of employees of the Company and Directors is furnishedhereunder:
i) Median remuneration of the Company for all its employees is Rs. 76408/- for theFinancial Year 2017-18.
ii) Details of percentage increase in the remuneration of each Director and CFO andCompany Secretary in the Financial Year 2017-18 are as follows:
|Name ||Designation ||Remuneration (in Rs.) ||Increase % |
| || ||2017-18 ||2016-17 || |
|Ritesh Kumar Sanghi ||Managing Director ||- ||- ||- |
|Sanjay Kumar Sanghi ||Director ||- ||- ||- |
|Rakesh Agarwal ||Chief Financial Officer ||596850 ||500000* ||19.37% |
|Pragya Sarda ||Company Secretary ||409640* ||440021 ||- |
*For part of the current year only
iii) Percentage increase in the median remuneration of all employees in the financialyear 2017-18:
|Particulars ||2017-18 (Amt in Rs.) ||2016-17 (Amt in Rs.) ||Increase / Decrease)% |
|Median remuneration of all || || || |
|employees per annum ||76408/- ||173756/- ||(56.03%) |
iv) Numbers of permanent employees on the rolls of the Company as on 31st March 2018are 23.
14. PARTICULARS OF EMPLOYEES:
There are no employees drawing remuneration equal or more than the limits specified inCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014
15. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES
There are no subsidiaries or associate companies or joint ventures to the Company as onthe date of this report.
16. STATUTORY AUDITORS AND THEIR REPORT:
The Auditors M/s Venugopal & Chenoy Chartered Accountants Hyderabad (Firm Regn.No.-004671S) were appointed in the Annual General Meeting held on 29th September 2014 tohold office until the conclusion of Annual General Meeting of the Company to be held inthe calendar year 2019. Their appointment was ratified in the last Annual General Meetingin accordance with the provisions of Section 139(2) of the Companies Act 2013 read withthe Companies (Audit and Auditor) Rules 2014.
The Auditors' Report does not contain any qualification reservation adverse remark ordisclaimer of the Auditors that may call for any explanation from theDirectors. Thedeclaration for unmodified Auditor's Report in accordance with Regulation 33(3)(d) of SEBI(Listing Obligations and Disclosure Requirements) (Amendment) Regulations 2016 as amendedby SEBI vide notification no. SEBI/ LAD-NRO/GN/2016-17/001 dated 25.05.2016 have beensubmitted with the Stock Exchanges.
17. SECRETARIAL AUDIT REPORT
Pursuant to the provisions of Section 204 of the Companies Act 2013 and rules madethere under Shri Ajay S. Shrivastava Practicing Company Secretary Hyderabad (COP No.-3479) had been appointed as Secretarial Auditor of the Company for the financial year2017-18.The Secretarial Audit report does not contain any qualification reservations oradverse remark. The report of the Secretarial Auditors in the prescribed Form MR-3 isenclosed as Annexure I to this report.
18. VIGIL MECHANISM
Pursuant to the provisions of Section 177 (9) & (10) of the Companies Act 2013read with Rule 7 of Companies(Meetings of Board and its Powers) Rules 2014and Regulation22 of Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations2015 the Company has in place a Whistle Blower Policywhichprovides for a vigil mechanism that encourages and supports its Directors and employees toreport instances of illegal activities unethical behaviour actual or suspected fraud orviolation of the Company's Code of Conduct. It also provides for adequate safeguardsagainst victimization of persons who use this mechanism. The said policy is updated on thewebsite of the Company at www.udayjewellery.com.
19. INTERNAL AUDIT & CONTROLS
The Company has a well placed proper and adequate internal financial control systemwhich ensures that all assets are safeguarded and protected and that the transactions areauthorisedrecorded and reported correctly. The Company has appointed M/s Krishna andSuresh Chartered Accountant Hyderabad (Firm Regn No- 001461S) as its Internal Auditorswho independently evaluate the adequacy of internal controls audit the majority of thetransactions in value terms and review the operational efficiency effectiveness ofsystems and processes..
20. CONSITUTION OF INTERNAL COMPLAINTS COMMITTEE UNDER SEXUAL HARRASSMENT
OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION AND REDRESSAL) ACT 2013:
Your management is concerned about the safety of women workforce and has constituted anInternal Complaints Committee under Sexual Harrassment Of Women At Workplace (PreventionProhibition And Redressal) Act 2013. During the financial year 2017-18 there was no suchinstances reported.
21. RISK MANAGEMENT:
The Management has put in place adequate and effective system and manpower for thepurposes of risk management. The Company is exposed to the risk of price fluctuation ofraw material as well as finished goods. The Company proactively manages these risksthrough forward booking and inventory management. It has the best quality products and avigorous marketing team that helps to mitigate risk relating to price fluctuation offinished goods.
22. EXTRACT OF ANNUAL RETURN:
Pursuant to the provisions of Section 92(3) of the Companies Act 2013 read with Rule12(1) of the Companies (Management and Administration) Rules 2014 an extract of annualreturn in prescribed Form MGT 9 is attached as a part of this Annual Report as AnnexureII.
23. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE
TO THE FINANCIAL STATEMENTS:
The details in respect of internal financial control and their adequacy are included inthe Management Discussion & Analysis which forms part of this report.
24. MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY:
There are no material changes between the date of balance sheet and the date of thisreport that could potentially affect the financial position of the Company.
25. DEPOSITS FROM PUBLIC:
The Company has not accepted any deposits from public as per Section 73 of theCompanies Act 2013 and as such no amount on account of principal or interest on depositsfrom public was outstanding as on the date of the balance sheet.
26. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186:
The Company has entered into an agreement with Trisa Retail Limited to provideunsecured loan to an extent of Rs. 314 Lakhs under Section 186 of the Companies Act 2013.Out of which the Company provided Rs. 250 Lakhs Loan to Trisa Retail Limited. As on theend of period under review the outstanding amount of such unsecured loan is Rs. 274.84Lakhs (including interest). Further the Company has not given any guarantee or providedany security in connection with any loan to any other body corporate in accordance withSection 186 of the Companies Act 2013.
27. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
The particulars of every contract or arrangements entered into by the Company withrelated parties during the Financial Year 2017-18 referred to in sub-section (1) ofSection 188 of the Companies Act 2013 is disclosed in Form No. AOC-2 as Annexure III tothis report.
28. CORPORATE GOVERNANCE CERTIFICATE:
The Compliance certificate from Practicing Company Secretary regarding compliance ofconditions of Corporate Governance as stipulated under Part E of Schedule V of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 is annexed with thisreport as Annexure- IV.
29. MANAGEMENT DISCUSSION AND ANALYSIS:
The report on Management Discussion and Analysis for the year ended 31st March 2018forms part of the annual report.
30. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO: A. CONSERVATION OF ENERGY
The Company is engaged in manufacturing of gems and jewellery and as such itsoperations do not account for substantial energy consumption. However the Company makesits best efforts to conserve energy in a more efficient and effective manner including theuse of LED lights and bulbs in its office and manufacturing unit. The machinery used inthe unit is light weight with low power consumption supported by stabilizers for dealingwith current fluctuations.
B. TECHNOLOGY ABSORPTION
The company has not carried out any specific research and developmentactivities.Accordinglythe information related to technology absorption adaptation andinnovation is reported to be NIL.
C. FOREIGN EXCHANGE EARNINGS AND OUTGO
During the year 2016-17 there were NIL Foreign Exchange Earnings & Outgo.
31. CORPORATE SOCIAL RESPONSIBILITY (CSR):
Since the Company's net worth does not exceed Rs. 500 Crores or Company's turnover doesnot exceed Rs. 1000 Crores or the Company's net profit does not exceed Rs. 5 Crores forany financial year the provisions of section 135 of the Companies Act 2013 are notapplicable.
32. DIRECTORS' RESPONSIBILITY STATEMENT:
Your Directors would like to inform the members that the Audited Financial Statementsfor the financial year ended 31st March 2018 are in full conformity with the requirementof the Act and they believe that the financial statements reflect fairly the form andsubstance of transactions carried out during the year and reasonably present the Company'sfinancial condition and results of operations. These Financial Statements are audited byM/s Venugopal&Chenoy Chartered Accountants Statutory Auditors of the Company.
Pursuant to the requirement of Section 134(5) of the Companies Act 2013 yourDirectors further confirm that: i) In the preparation of the Annual Accounts theapplicable Accounting Standards have been followed along with proper explanations relatingto material departures; ii) The Directors have selected such accounting policies andapplied them consistently and made judgments and estimates that are reasonable and prudentso as to give a true and fair view of the state of affairs of the Company at the end ofthe financial year and of the profit and Loss of the Company for that period; iii) TheDirectors have taken proper and sufficient care for the maintenance of adequate accountingrecords in accordance with the provisions of the Companies Act 2013 for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities; iv)The Directors have prepared the annual accounts on a going concern basis. v) The directorsin case of listed company have laid down internal financial controls to be followed by thecompany and such controls are adequate and are operating effectively. vi) The Directorshave devised proper system to ensure compliance with the provisions of all applicable lawsand that such systems are adequate and are operating effectively.
Your Company's equity shares are listed on BSE limited and Calcutta Stock ExchangeLimited. The Company has duly complied with all the applicable provisions of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 and the amendmentstherein except as stated in point no.8 above. There is no trading platform available atCalcutta Stock Exchange during the period under review.
34. DETAILS OF SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
During the year under review there has been no significant and material order passedby any regulators or courts or tribunal.
Your Directors place on record their gratitude to the Company's employees customersvendors and investors for their continuous support. The Directors also wish to place onrecord their appreciation of Banks Governments and other authorities for their ableguidance and support.
|Date: 14.08.2018 |
|Place: Plot No 5-9-60 Flat No 301 Moghuls |
|Court Basheerbagh Hyderabad - 500 001 |
|For and on behalf of Board of Directors || |
|Sd/- ||Sd/- |
|(Ritesh Kumar Sanghi) ||(Sanjay Kumar Sanghi) |
|Managing Director ||Director |
|DIN: 00628033 ||DIN: 00629693 |