DIRECTORS' REPORT To, The Members, 1. Your Directors have pleasure in presenting their 23rd Annual Report on the Audited Statement of Accounts for the Financial Year ended March 31, 2015. 2. Brief description of the Company's working during the year/State of Company's affair The consolidate total income increased from Rs. 17,23,32,9597/- to Rs. 2437728547/- increase of 41.45% over the previous financial year. The consolidated Net Profit after Tax increase from X 2,07,96,971/- to Rs. 3,19,62,698/- A growth of 53.69% over the previous financial year. The detailed analysis of the consolidated results forms part of the Management Discussion & Analysis Report provided separately as part of the Annual Report. The standalone total income increase from Rs. 1,71,83,25,655/- to Rs.2,43,14,61,302/- an increase of 41.50% over the previous financial year. The standalone Profit After Tax increase from Rs. 2,11,05,473/- to Rs. 3,09,48,795/- an increase of 46.64%over the previous financial year. 3. DIVIDEND Your Directors do not recommend any dividend for the financial year ended March 31, 2015 in view to conserve the resources of the Company for any future expansion programme. 4. SHARE CAPITAL The Paid-up Equity Share Capital of the Company as on 31st March, 2015 is Rs. 20,87,68,000/- comprising of 20876800 shares of Rs. 10-/- each. During the year under review, the Company has not issued any equity shares. 5. DIRECTORS AND KEY MANAGERIAL PERSONNEL Mr. Sunil Jain, Director retires by rotation at the forthcoming Annual General Meeting and being eligible, offers himself for reappointment. During the year, Mrs. Asha Chordia was appointed as an Additional Director designated as Executive Director, of the Company. Further, Mr. Rajendra Chordia has resigned as Director of the Company w.e.f. 18th March, 2015. Ms. Khushbu Gupta has been appointed as the Company Secretary of the Company w.e.f. 29th May, 2015. and Mr. Sanket Dangi has been appointed as the Chief Financial Officer of the Company w.e.f 05th July, 2015. 6. DIRECTORS' RESPONSIBILITY STATEMENT Pursuant to Section 134(3) (c) & 134(5) of the Companies Act, 2013, the Board of Directors of the Company hereby confirms that: (a) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures; (b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period; (c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; (d) the Directors have prepared the annual accounts on a going concern basis; and (e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively. (f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. 7. PARTICULARS OF MANAGERIAL REMUNERATION The information required pursuant to Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, is enclosed as Annexure I and forms part of this Report. 8. NUMBER OF BOARD MEETINGS A calendar of meetings is prepared and circulated in advance to the Directors. During the year, Six (6) Board Meetings were convened and held, the details of which are given in the Corporate Governance Report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and the Listing Agreement. 9. BOARD EVALUATION Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Committees. The Directors expressed satisfaction with the evaluation process. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report. 10. INDEPENDENT DIRECTORS The Independent Directors have submitted their disclosure to the Board that they fulfill all the requirements as to qualify for their appointment as Independent Director, under the provisions of section 149 of the Companies Act, 2013 as well as Clause 49 of the Listing Agreement. 11. NOMINATION AND REMUNERATION POLICY The Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors. This policy also lays down criteria for selection and appointment of Board Members. The details of this policy are explained in the Corporate Governance Report. 12. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES As on March 31, 2015, your Company has one subsidiary. 13. STATUTORY AUDITORS' AND AUDITORS' REPORT M/s Suresh Anchaliya & co., Chartered Accountants, who are the statutory auditors of the Company, hold office until the conclusion of the ensuing AGM to be held for the Financial Year ended 2019 and are eligible for re-appointment . As required by the provision of the Companies Act, 2013, their appointment should be ratified by members each year at the AGM. AUDITORS' REPORT: The Board has duly reviewed the statutory Auditors' Report on the Accounts. The observations and comments appearing in the Auditors' Report are self-explanatory and do not call for any further explanations/comments/clarification by the Board. 14. SECRETARIAL AUDIT In terms of Section 204 of the Act and Rules made there under, M/s. Deep Shukla & Associates, Practicing Company Secretaries have been appointed Secretarial Auditors of the Company. The Secretarial Audit Report is enclosed as Annexure V to this report. Explanation under Section 134(3)(f)(ii) of the Companies Act, 2013: Appointment of Company Secretary: The Board of Directors, after extensive search of suitable candidate, was in a position to appoint a Company Secretary in the whole time in employment w.e.f. 29th May 2015. Appointment of Chief Financial Officer: The appointment of Chief Financial Officer of the Company was made w.e.f. 12th August 2015 as no suitable candidate was available as per the appointment criteria of the Company. 15. INTERNAL AUDIT & CONTROLS The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit function is defined in the Internal audit Manual. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board and to the Managing Director. The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal Control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observation and recommendations along with corrective actions thereon are presented to the Audit Committee of the Board. Further, M/s. Hiran & Associates, Chartered Accountants issued their Internal Audit Report for the financial year ended 31st March 2015. 16. EMPLOYEES' STOCK OPTION PLAN The Company has not provided stock options to any employee of the Company. 17. VIGIL MECHANISM In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for Directors and employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the website of the Company at www.swarnsarita.com . The employees of the Company are made aware of the said policy at the time of joining the Company. 18. RISK MANAGEMENT POLICY The Company has laid down the procedure to inform the Board about the risk assessment and minimization procedures. These procedures are reviewed by the Board annually to ensure that there is timely identification and assessment of risks, measures to mitigate them, and mechanisms for their proper and timely monitoring and reporting. 19. EXTRACT OF ANNUAL RETURN: The details forming part of the Extract of the Annual Return in Form MGT-9, as required under Section 92 of the Companies Act, 2013 is included in this Report as Annexure II and forms part of this Report. 20. DEPOSITS The Company has not accepted nor renewed any fixed deposits during the FY 2014-2015. 21. LOANS, INVESTMENTS & GUARANTEES Particulars of loan given, investments made, guarantes given and securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient are provided in the notes to the standalone financial statement. (Please refer to Note Nos. 3, 8 & 10 to the standalone financial statement). 22. RELATED PARTY TRANSACTIONS The particulars of every contract or arrangements entered into by the Company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 shall be disclosed in Form No. AOC-2.As Annexure III. 23. CORPORATE GOVERNANCE CERTIFICATE A Report on Corporate Governance alongwith a certificate from the Auditors of the Company regarding the compliance of conditions of corporate governance as stipulated under Clause 49 of the Listing Agreement forms a part of this Annual Report. 24. MANAGEMENT DISCUSSION AND ANALYSIS The Management Discussion and Analysis Report, which gives a detailed state of affairs of the Company's operations form a part of this Annual Report. 25. CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE As the Company is not covered in the list of industries required to furnish information in form "A" relating to Conservation of Energy, the same is not given. Even though its operations are not energy-intensive, significant measures are taken to reduce energy consumption by using energy - efficient equipment. The Company regularly reviews power consumption and thereby achieve cost savings. However, as a part of the Company's conservation of energy programme, the management has appealed to all the employees/ worker to conserve energy. The management has set up an on-going process for optimum utilization of machines. The measures taken have resulted in saving in cost of production, power consumption and processing time. RESEARCH AND DEVELOPMENT (R&D) R & D is focused on the development of new products both for export and domestic markets. Due emphasis is placed on improving quality standards with enhanced customer satisfaction. This was primarily achieved through process improvements, control on systems, reduction of waste and energy conservation. Effective use of tools and small group activities with the technological support resulted in controlling the variations in process, maximizing the productivity and minimizing the cost of Production. TECHNOLOGY ABSORPTION Company's products are manufactured by using in-house know how and no outside technology is being used for manufacturing activities. Therefore no technology absorption is required. The Company constantly strives for maintenance and improvement in quality of its products and entire Research & Development activities are directed to achieve the aforesaid goal. FOREIGN EXCHANGE The Company has transaction in foreign currencies are normally recorded at the average exchange rate prevailing during the period of transaction. 26. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND During the year, the Company has transferred a Sum of X 2, 34,999/- to Investor Education & Protection Fund, the amount which was due and payable and remained unclaimed and unpaid for a period of seven years, for the F.Y. 2006-2007 as provided under the Companies Act, 2013. So far a total sum of X 2, 34,999/-has been transferred to the fund. 27. GENERAL During the year under review, no revision was made in the financial statement of the Company. During the year ended 31st March, 2015, there were no cases filed /reported pursuant to the Sexual Harassment of women at workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company confirms that it has paid the Annual Listing Fees for the year 2015-2016 to BSE where the Company's Shares are listed. During the year under review, no significant and material orders were passed by the regulators or courts or tribunals impacting the going concern status and Company's operations. 28. HUMAN RESOURCES Your Company treats its "human resources" as one of its most important assets. Your Company continuously invests in attraction, retention and development of talent on an ongoing basis. A number of programs that provide focused people attention are currently underway. Your Company thrust is on the promotion of talent internally through job rotation and job enlargement. 29. ACKNOWLEDGEMENT The Directors would like to thank all shareholders, customers, Bankers, suppliers and everybody else with whose help, cooperation and hard work the Company is able to achieve the results. The Directors would also like to place on record their appreciation of the dedicated efforts put in by the employees of the Company. For Swarnsarita Gems Limited Mahendra M. Chordia Managing Director DIN:00175686 Sunil Jain Executive Director DIN: 00175748 Place: Mumbai Date: 22nd August, 2015 |