DIRECTORS' REPORT TO THE SHAREHOLDERS DEAR SHAREHOLDERS, Your Directors have pleasure in presenting their 15th Annual Report and the Audited Accounts for the financial year ended March 31, 2015. Sales and other income for the year increased by 19% to Rs.1,42,283 lakhs as compared to Rs.1,19,611 lakhs in 2014. During the year under review your company improved the volume off take in gold ornaments by 30% and in the case of silver articles by 52% growth as against last year. The company incurred a net loss of Rs.2,228 lakhs in 2014-15 as against loss of Rs.1,257 lakhs in 2013-14. On a revenue of Rs.1,42,283 lakhs for the year, the company made a gross profit of Rs.5,327 lakhs. However, on a metal to metal replacement basis, without considering inventory loss, the company would have made gross profit of Rs. 9,167 lakhs. Post expenses including interest outflow of Rs.7,800 lakhs, the company made a cash profit of Rs. 1,367 lakhs. However, after giving effect to the adverse gold and silver price movement of Rs.3,840 lakhs witnessed throughout the year, the company's performance has resulted in a net loss of Rs. 3,298 lakhs before tax. But for the steep reduction in gold price by 11%(Rs.2,938-2,621)i.e. Rs.3111= per gram and silver price by 30% (53-37) i.e. Rs. 16/= per gram, amounting in aggregate to Rs. 3,840 lakhs in the year the results as attained was moderate. For the current year, we carry the inventory at the lowest cost in the year and hopefully as per current indicators, barring unforeseen circumstances, the management is confident of achieving better results. Pursuant to implementation of change in depreciation methodology as per the Companies Act 2013 adopted in this year by your company has impacted results as follows. The Value of Assets whose useful life is exhausted as on 01-04-2014, calculated under the Companies Act, 2013, amounting to Rs.100.25 lakhs (excluding Deferred Tax amount of Rs. 48.15 lakhs ) have been adjusted to opening balance of retained earnings. The depreciation for the year ended 31st March 2015 is higher by ^212.12 lakhs when compared to the computation methodology under the erstwhile Companies Act, 1956. Deferred Tax Assets The Company is of the view that the business environment will become conducive to earn adequate profits in future years and will be able to recover fully the unabsorbed business and depreciation losses as per Income Tax Act and consequently the virtual certainty of recovering these loses being established. Deferred Tax Asset in accordance with Accounting Standard- 22 is recognized in the books in respect of these loses. The major reasons for adverse performance are summarized hereunder • The company inspite of positive operating results post expenses could earn only part of the interest cost at EBITDA level due to steep reduction in inventory realisation on subsequent sales. • The closing stock of earlier year was sold and realized at a lesser rate due to consistent fall in gold price witnessed during the major part of the year. • A lot of price fluctuations favoured the customers to make use of every steep fall as a purchase opportunity. With the result, replacement purchases made at a higher level were sold at a relatively lower price during the major part of the year on a continuous basis. • Withdrawal of concessional Metal Loan that was facilitating Natural Hedge cover forced the Company to settle for costly Cash Credit Facilities from the lenders that too without any hedging mechanism in place, even though pronounced reduction noticed in working capital borrowings. •Monsoon failed for the successive years. All our branches are located in rural / semi urban areas where the agricultural income being the main source of income to the people dwindled. • Due to steep increase in interest rate, even for the reduced utilization of limits, the Company was compelled to part relatively with huge interest and financial incidentals like processing fee, consortium charges, key man life cover charges, etc that led to a situation of under recovery of interest in the overall performance of the Company. • All these factors cumulatively resulted in the reporting of Net Loss of Rs.2,228 lakhs for 14-15 as against a net loss ofRs. 1,257 lakhs in 13-14. 2) Key Initiatives taken by the management in 14-15 • Introduced a labour incentive system to promote sales in a competitive environment- • Better stock rotation and lower obsolete inventory helped to curtail expenses; • Participated in bank/ NBFC auctions to reduce the cost of purchase of primary gold; • Significantly improved its own manufacturing portion of the finished inventory; •Customer relationship management improved so that betterturnover could be achieved; • Aggressive pricing strategy followed to beat the competition impact that enabled to maintain and improve our market share in the areas we operate; •Strictly followed the game changer plan business model as conceived for 14-15 by the Board. 3) Continuing Challenges The agony is not abated. No tangible shift in metal loan lending restoration is seen in spite of the fact that Government of India withdrew the import ban of 80:20 basis. The ground realities are far from satisfactory in conduct of operations on sustainable basis, due to prolonged recession in demand side. The shrinking business compelled competitors to extend steep and unworkable discounts to keep the business going in all respects. Due to falling gold price witnessed in the larger part of 14-15, the investment demand for gold ornament didn't take off. Excessive capacities built in inventory by new retail chains also added to the pain in the performance. 4) Future prospects No perceptible changes are noticed in the demand off take for gold jewellery in the first two months of the current year. However, the gold price is moving within a narrow range and is not affecting the inventory realization of the Company. It is hoped that stable gold price will improve the demand in the months to come. On its part, in a continuous recessionary trend witnessed in the industry, the Company had taken some more proactive steps to retain its market share with a reasonable profit margin on sales. However, falling rural wages and the near stalemate prevailing in real estate sector, will have its adverse impact on the performance. The cost reduction initiatives undertaken by the Company and the effectiveness with which the Working Capital is managed will go a long way in improving the sagging bottom line of the Company. 5) Manufacturing facilities The company improved its utilisation of own manufacturing facilities and with the overall cost saving obtained in own production, the company could manage the demand recession witnessed in the industry. The current capacity utilisation in our own manufacturing outfits is currently around 55% and is likelytogoupto75%in 15-16. 6) Impact on deleverage of Balance Sheet Due to demand recession and high cost of funds necessitated by withdrawal of metal loan facility by lenders forced the company to deleverage the balance sheet to an extent feasible by market conditions.The company managed to bring down the working capital borrowings from Rs. 21,285 lakhs to Rs.15,378 lakhs in 31.03.15. In spite of this reduction, the gross turnover has improved by 19% in 2014-15 as against 2013-14. The steep reduction in working capital borrowing's impact on interest payment was not felt. The lenders acted smartly by invoking "Risk reward rationale"and charged higher interest, on the industry that is already suffering due to rigid Government regulations. To bring out the ground realities, the extent to which your company was affected by this shift in stand taken by the lenders is given hereunder: It may be seen from the above chart that the quantum of absolute interest reduction is not commensurate to the quantum of loan exposure reduction at a given point of time. Banks always ensured to get a more than reasonable portion of the revenue accretion.This has made the management to consistently reduce the working capital borrowings even though due to sharp inventory value reduction in 13-14 and 14-15, the company could not fully earn the interest outgoes. The steps painful but in a proactive manner taken in the past two years, resulted in a steep reduction in working capital borrowings from as high as Rs. 40,400 lakhs in 12-13, to Rs. 15,378 lakhs in 14-15. The current outstanding as of date is around Rs. 11,850 lakhs only. This was made possible due to better stock rotation. The company could reduce the cost of sales in all other components in the last two years. A substantial reduction in interest cost under the current context, will become a reality in the on-going year 15-16 due to certain strategy initiatives taken by the Company in the areas of working capital management. 7) Hedging for gold price fluctuations In the absence of restoration of full facility under metal loan by lenders, the natural hedging associated with that kind of trade finance could not be availed. Slowly, some banks in the consortium started to issue SBLC to avail metal loan. We are hopeful during the first quarter of this fiscal, other banks also will fall in line. The company is inclined to cover at least 60% of the stock by way of metal loan and customer's gold at creditor's risks.The balance 40% will be left uncovered in orderto avail the cash credit facility extended by the lenders. The gold price is nearest to the bottom at 1180 US$ per ounce and we learn that at that price gold mines would not even breakeven. Moreover, INR is overvalued by 8% based on the PPP (Purchasing power parity) factor. Of late, INR started to depreciate by 3 to 4% and expected to be in the band of 63 to 66 per dollar for some more time. The Government is not in a hurry to reduce the import duty on gold due to revenue and current account deficit considerations. The profit on long term sustainable basis for gold industry is linked to modest appreciation in gold price. This is time tested phenomenon and therefore, in the absence of viable hedging mechanism keeping up to 40% of inventory under fixed price that too at a relatively lower price of purchase is not a bad proposition. At the same time, in order to protect the companyfrom any steep erosion of net worth, a major portion of (nearly 60% or more) gold inventory will be fixed to metal loan / customer advances category. All said and done, your company will watch and monitor the movement of gold price closely and take an appropriate call based on the then-emerging situation to ensure no real time loss / erosion to the net worth of the company in future. At the same time, what is sold on a daily basis will be covered on the same day and therefore on sales of gold ornaments, the issue of open position will notarise. ) Dividend The Board of Directors of the Company are pleased to recommend a dividend of Rs.1 /- (10%) per equity share for 2014-15 (Rs.1 in 2013-14) on 1,37,19,582 equity shares of Rs.10 each.The Proposed dividend is subject to the approval of shareholders in the ensuing Annual General Meeting of the company. The register of members and share transfer books of the company will remain closed from 22nd July 2015 to29th July 2015 (both days inclusive) Since there was no unpaid/unclaimed Dividend declared and paid last year, the provisions of Section 125 of the Companies Act, 2013 do not apply. 9) Material changes and commitment if any affecting the financial position of the company occurred between the end of the financial year to which this financial statements relate and the date of the report No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which these financial statements relate and on the date of this report. 10) Capital Expenditure During the year, we capitalized Rs.257 Lakhs to our gross block comprising Rs.104 lakhs for Plant & Machinery and Furniture & Fittings and other assets and balance of Rs.153 lakhs for Computer Equipment's including Software. The Capital Work in Progress includes Rs. 644.85 lakhs spent on creating various infrastructural facilities required for centralized procurement, manufacturing, processing and warehousing functions relevant for the business operations that would significantly enable the competitive positioning of the Company in the Branch Networking Expansion Plan that would be fully operational in due course of time. For the previous year, we capitalized ^1367 Lakhs to our gross block comprising Rs.572 lakhs for Plant & Machinery and Furniture & Fittings and others and the balance of Rs.795 lakhs for Computer Equipment's including Software. 11) Finance The Secured working capital borrowings of the Company as on March 31,2015 stood at Rs.15,378 lakhs (previous year Rs. 21,285 lakhs). The phased reduction was on account of reduction in inventory in line with business realties. It is also due to withdrawal of metal loan extended by bankers in the past. The company is able to manage its requirement comfortably by improving the stock rotations. Cash and cash equivalents as on 31 st March 2015 stood at Rs.574 lakhs (previous year Rs.1,685 lakhs). Customer advances supported the company to manage to maintain its working capital requirement. 12) Contribution to exchequer The Company is a regular payer of taxes and other duties to the Government. During the year under review, due to losses, your Company has not paid any advance tax as against Rs.200 lakhs paid during the previous year. The Company also paid Value Added Tax of Rs.1,400 lakhs for financial year 2014-15, as compared to X1,135 lakhs paid for last financial year. 13) Depository system The trading in the Equity Shares of your Company is under compulsory dematerialization mode. As on March 31, 2015, Equity Shares representing 99.95% of the equity share capital are in dematerialized form. As the depository system offers numerous advantages, members are requested to take advantage of the same and avail of the facility of dematerialization of the Company's shares. 14) Listing of shares The Equity Shares of your Company continue to remain listed with Bombay Stock Exchange Limited and National Stock Exchange of India Limited. The listing fees for the year 2015-16 have been paid to these Stock Exchanges. The Shares of the companies are compulsorily tradable in dematerialized form. 15) Insurance The assets of the Company are adequately insured against fire and such other risks, as are considered necessary by the Management. 16) Corporate Governance Your Company has been practicing the principles of good corporate governance over the years and lays strong emphasis on transparency, accountability and integrity. A separate section on Corporate Governance and a certificate from the statutory auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement(s) with the Stock Exchange(s) forms part of this report. The Chairman and Managing Director and Joint Managing Directors of the Company have certified to the board on financial statements and other matters in accordance with the Clause 49 (V) of the Listing Agreement pertaining to CEO certification for the financial year ended 31 st March 2015. 17) Management Discussion and Analysis Report The Management Discussion and Analysis Report of financial position and results of operations of the Company for the year under review as required under Clause 49 of the Listing Agreement with the Stock Exchanges, is given as a separate statement forming part of this Annual Report. 18) Human Resource Development Many initiatives have been taken to support business through organizational efficiency, development, resourcing, performance & compensation management, competency based development, career & succession planning and organization building. Leadership development is one of the primary key initiatives of the Company. Primary personal development program has been taken up as long term strategy of the Company. A significant effort has also been undertaken to develop leadership as well as administrative / functional capabilities in orderto meetfuture talent requirement. The Company continues to maintain amicable relations without any interruption in work. As on 31 st March 2015, the Company has 1014 employees on its rolls as against 1053 employees in previous year. 19) Conservation of energy, technology absorption and Foreign Exchange earnings and outgo: INFORMATION IN ACCORDANCE WITH THE PROVISIONS OF SECTION 134 (3)(M) OF THE COMPANIES ACT, 2013 READ WITH RULE 8(3) OF THE COMPANIES (ACCOUNTS) RULES, 2014. a) Conservation of Energy The disclosure of particulars with respect to conservation of energy pursuant to Section 134 (3) (m) of the Companies Act, 2013 read with rule 8(3) of the Companies (Accounts) rules, 2014 are not applicable as our business is not specified in the Schedule . However, the company makes its best efforts to conserve energy in a more efficient and effective manner. b) Technology Absorption, Adaptation and Innovation The company has not carried out any specific research and development activities. The company uses indigenous technology for its operations. Accordingly, the information related to technology absorption, adaptation and innovation is reported to be NIL. 20) Particulars of Employees and Related Disclosures In term of the provision of Section 197(12) of Act read with rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial personnel) Rules, 2014 a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules are provided in the Annual Report. Disclosures pertaining to remuneration and other details as required under section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,2014 are provided in the Annexure -1. Having regard to the provision of the first proviso to Section 136(1) of the Act and as advised, the Annual Report excluding the aforesaid information is being sent to the members of the Company. The said information is available for inspection at the registered office of the Company during working hours and any member interested in obtaining such information may write to the Company Secretary and the same will be furnished on request.The full Annual Report including the aforesaid information is being sent electronically to all those members who have registered their main addresses and is available on the Company's website. 21) Statement concerning development and Implementation of Risk Management Policy of the Company The Company has adopted the following measures concerning the development and implementation of a Risk Management Policy after identifying the following elements of risks which in the opinion of the Board may threaten the very existence of the Company itself. 22) Potential Risks, Concerns and Mitigation Plan Risk of loss of Positioning in the market place Due to severe competition in the retail trade, there is a possibility that our market share from a particular place of operation or region may decline. A lot of new entrants to the retail trade suffer from lack of knowledge of customer's preference and on quality parameters and price war. Therefore, your company with its fuller penetration to rural market is well placed to participate in the rural success story of the country. In order to maintain/improve market share in the areas we operate in the light of sagging regressive demand trends, we have cautiously brought down the mark up valuefor our products moderately. Monsoon Monsoon failure for successive years in southern parts of Tamilnadu adversely affected the company's business.The purchasing power with rural people who depend on agriculture substantially got marginalized. This has resulted in demand compression and led to a period of continuous recession unparalleled in the recent history of jewellery trade. Rising inflation and high interest rates are other areas of concern that would deplete the residual income of the people to be spent on discretionary items like gold ornaments.This has resulted in customer opting for light weight items. The company has decided to stock more of such items in order to get better share from sagging market as in the last year. Gold price fluctuation risks Gold price fluctuation risk could arise on account of frequent changes in gold prices either up or downside momentum. It could have adverse impact on earnings Withdrawal of metal loan facility forced the industry to establish hedge against gold price movement with commodity exchange instruments which are cost prohibitive. Therefore in the absence of natural hedging facility, the trade is left with no viable alternative except to leave a large portion of gold unhedged. Your Board will take appropriate action in managing the fluctuation impact in gold price movement from time to time. Post RBI circular on restoration of metal loan some of our consortium bankers have reintroduced to SBLC facilities to avail metal loan and other banks may follow suit in 2015-16. Human Capital Risks Human Resources risks could arise from the nonavailability of an adequately trained workforce. In order to mitigate this risk, the Company has in-house training programs and Operational development workshops and organised mentoring from management to motivate employees/supervisors and to attract and retain skilled/trained personnel. Cost management The Company is improving meticulously its focus on cost through a resourceful operating system, increase in the production Capacity and strengthening of manufacturing units and various sourcing points are being pursued to reduce manufacturing costs and also delivering quality of product at lower price. Logistics facilities are strengthened. Synergy optimization in various cost components is achieved. 23) Details of policy developed and implemented by the Company on its Corporate Social Responsibility initiatives Based on last three years average Net profit, the Company is entitled to spend a sum of Rs. 73.09 lakhs in the year 2014-15. The company is working out for schemes that could result in enduring benefits to the community at large. The Company shall find out ways and means to spend the same in the coming months and shall submit the relevant report in the ensuing year. The Company could not spend the money before finalising this report as the time was too short to identify suitable projects for spending the same. The Annual Report on CSR activities is annexed herewith as"Annexure 2". 24) Particulars of Loans, Guarantees or Investments made under Section 186 of the Companies Act, 2013 There were no loans & guarantees given or investments made by the Company under Section 186 of the Companies Act, 2013 during the year under review. Particulars of contracts or arrangements with related parties referred to in Section 188(1) All related party transactions that were entered into during the financial year were on an arm's length basis and were in the ordinary course of business.There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. All Related Party Transactions are placed before the Audit Committee as also in the Board for approval. Prior omnibus approval of the Audit Committee is obtained on a quarterly basis for the transactions which are of a foreseen and repetitive in nature. The transactions entered into pursuant to the omnibus approval so granted are audited and a statement giving details of all related party transactions is placed before the Audit Committee and the Board of Directors for their approval on a quarterly basis. The Annual Report on related party 25) Explanation or comments on qualifications, reservations or adverse remarks or disclaimers made by the auditors and the practicing company secretary in their reports There were no qualifications, reservations or adverse remarks made either by the Auditors or by the Practicing Company Secretary in their respective reports. 26) Company's policy relating to directors appointment, payment of remuneration and discharge of their duties The Company's Policy relating to appointment of Directors, payment of Managerial remuneration, Directors' qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178(3) of the Companies Act, 2013 is furnished in "Annexure -4" and is attached to this report. 27) Annual Return The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and administration) Rules, 2014 is furnished in "Annexure 5" (MGT 9) and is attached to this report. 28) Number of Board Meetings conducted during the year under review The Company had 6 Board meetings during the financial year under review. 29) Directors Responsibility Statement To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013: a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; b) the directors had 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 the year; c) the directors had 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 had prepared the annual accounts on a going concern basis; e) the directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively. Internal financial control means the policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business including adherence to Company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information. f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. 30) Subsidiaries, Joint Ventures and Associate Companies The Company does not have any Subsidiary, Joint venture or Associate Company. 32) Directors There was no Director who got re-elected/ reappointed during the year under review Mrs.Yamuna Vasini Deva Dasi who was appointed as Additional Director on 04.02.2015 and holds the said office till the date of the Annual General Meeting. A notice has been received as required under Companies Act from a shareholder signifying his intention to propose Mrs.Yamuna Vasini Deva Dasi as director of the company. The board of directors of the company recommend her appointment at the ensuing Annual General Meeting. Mr.N.B.Kumar, director of the Company retires by rotation and being eligible seeks reappointment. Your Board re commends his reappointment. 33) Declaration of Independent Directors The Independent Directors have submitted their disclosures to the Board that they fulfil all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules. The Details of familiarisation program arranged for independent directors have been disclosed on website of the company and are available at www.thangamayil.com 34) Annual Evaluation by the Board The evaluation framework for assessing the performance of Directors comprises of the following keyareas: 1. Attendance of Board Meeting and Board Committee Meetings 2. Quality of Contribution to Board deliberations 3. Strategic perspectives or inputs regarding future growth of Company and its performance 4. Providing perspectives and feedback going beyond information provided by the management 5. Commitment to shareholders and other stakeholder interests The evaluation involves self-evaluation by the Board Members and subsequently assessment by the Board of Directors. A member of the Board will not participate in the discussion of his/ her evaluation. 35) Statutory Auditors The Company's Auditors, M/s B.Thiagarajan & Co , Chartered Accountants, Chennai who retire at the ensuing Annual General Meeting of the Company are eligible for reappointment.They have confirmed their eligibility under Section 141 of the Companies Act, 2013 and the Rules framed thereunder for reappointment as Auditors of the Company. As required under Clause 49 of the Listing Agreement, the auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India. 36) Secretarial Audit Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr. S. Muthuraju, a Company Secretary in Practice to undertake the Secretarial Audit of the Company. The Report of the Secretarial Auditor is annexed herewith as"Annexure6". 37) Internal Audit and Control Systems The company has an effective in-house internal audit system.The persons are well trained to cover various areas of verification inspection and system evaluation. All the mandatory compliances required to be followed under various statues are exhaustively covered in their scope. We have effective and adequate internal audit and control systems, commensurate with our business size. Regular internal audit visits to the operations are undertaken to ensure that high standards of internal controls are maintained at each level. Independence of the audit and compliance function is ensured by the auditors' direct reporting to the Audit Committee. Details on the composition and functions of the Audit Committee can be found in the chapter on Corporate Governance of the Annual Report. 38) Significant and material orders passed by the Regulators or Courts There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations. 39) Enhancing Stakeholders Value Your Company believes that its Members are among its most important stakeholders. Accordingly, your Company's operations are committed to the pursuit of achieving high levels of operating performance and cost competitiveness, consolidating and building for growth, enhancing the productive asset and resource base and nurturing overall corporate reputation. Your Company is also committed to create value for its other stakeholders by ensuring that its corporate actions positively impact the socioeconomic and environmental dimensions and contribute to sustainable growth and development. 40) Disclosure of composition of Audit Committee and providing vigil mechanism The Audit Committee consists of the following members a.Shri.S.Rethinavelu - Chairman b.Shri.V.R.Muthu - Member c.Shri.Ba.Ramesh - Member The above composition of the Audit Committee consists of Independent Directors viz., Shri. S. Rethinavelu and Shri. V.R.Muthu who form the majority. The Company has established a vigil mechanism and overseas through the committee, the genuine concerns expressed by the employees and other Directors. The Company has also provided adequate safeguards against victimization of employees and Directors who express their concerns. The Company has also provided direct access to the chairman of the Audit Committee on reporting issues concerning the interests of Company employees and the Company. 41) Shares a. Buy Back Of Securities The Company has not bought back any of its securities during the year under review. b. Sweat equity The Company has not issued any Sweat Equity Shares during the year under review. c. Bonus shares No Bonus Shares were issued during the year under review. d. Employees Stock Option Plan The Company has not provided any Stock Option Scheme to the employees. 42) Forward - looking Statements Statements in the Board's Report and the Management Discussion & Analysis describing the Company's objectives, expectations or forecasts may be forward-looking within the meaning of applicable securities laws and regulations. Actual results may differ materially from those expressed in the statement. Important factors that could influence the Company's operations include domestic demand and demand and supply conditions affecting selling prices, input availability and prices, changes in government regulations, tax laws, economic developments within the country and other factors such as litigation and industrial relations. 43) Acknowledgements Your directors express their sincere gratitude and appreciation to the employees of the company who have devotedly and steadfastly stood with the company and for the enduring hard work for the betterment of the company. Your Directors place on record their sincere thanks to bankers, business associates, consultants, and various Government Authorities for their continued support extended to your Companies activities during the year under review. Your Directors also acknowledges gratefully the shareholders for their support and confidence reposed on your Company. BY ORDER OFTHE BOARD For Thangamayil Jewellery Limited BALARAM A GOVINDA DAS Managing Director Ba.RAMESH Joint Managing Director N.B.KUMAR Joint Managing Director Place-Madurai Date-May 25,2015 |