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Directors Report of Golkunda Diamonds & Jewellery Ltd.
Mar 31, 2025
Your Directors have pleasure in submitting their 35th Annual Report of the Company together with the Audited Statements of Accounts for the year ended 3151 March, 2025.
FINANCIAL RESULTS / STATE OF COMPANYâS AFFAIRS:
The summarized standalone results of your Company are given in the table below:
|
(Amt. in Lakhs) |
||
|
Particulars |
Financial year Ended |
|
|
31/03/2025 |
*31/03/2024 |
|
|
Net Sales / Income from Business Operations |
25244.42 |
23047.26 |
|
Other Income |
73.27 |
65.28 |
|
Total Income |
25317.70 |
23112.53 |
|
Provision for Depreciation / Amortization |
111.03 |
99.73 |
|
Profit/(loss) after Depreciation & before Provision for Tax |
1617.01 |
1289.27 |
|
Less: Provision for Income Tax (Gross) |
440.07 |
329.62 |
|
Less: Deferred Tax |
(4.58) |
(2.24) |
|
Net Profit/(Loss) After Tax |
1181.52 |
961.89 |
|
Amount of Dividend paid |
104.46 |
104.46 |
|
Earnings per share (Basic & Diluted) |
16.97 |
13.81 |
|
âPrevious year''s Figures have been regrouped / rearranged wherever necessary |
||
During the year under review, no amount has been transferred to General Reserves.
Your Directors are pleased to recommend a final Dividend of Re.1.50/- i.e.@15% per Equity share for the financial year ended 31.03.2025. The Dividend, if approved and declared in forthcoming Annual General Meeting would result a Dividend outflow of Rs.1,04,46,120/-
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 have occurred after the closure of the financial year ended 31s March 2025 till the date of this Report, which would affect the financial position of the Company significantly.
TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)
In terms of Section 125 of the Companies Act, 2013, any unclaimed or unpaid Dividend relating to the financial year 2016-17 is due on November 24, 20024 for remittance to the Investor Education and Protection Fund (IEPF) established by the Central Government. During the financial year under review, the Company has transferred unclaimed dividend for FY 2016-17 amounting to Rs.2,56,912/- to the IEPF.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013:
The particulars of loans, guarantees or investments made by the Company under Section 186 of the Companies Act, 2013 during the year under review are disclosed under the respective Schedules/Notes in the Financial Statements.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:
All related party transactions that were entered into during the financial year were on arm''s length basis and were in the ordinary course of the business. There are no materially significant related party transactions made by the Company with related parties which may have potential- conflict with interest of the Company at large. The particulars of such 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 are attached here within Annexure I in Form No.AOC-2.
All Related Party transactions were placed before the Audit Committee and the Board for approval.
The Policy of Related party transactions/Disclosures are approved by the Board is posted on the Company''s website viz.www.golkunda.com. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:
During the year under review, your Company does not have any subsidiaries or joint ventures or associate companies as defined under the Act. However, the Company has framed a policy for determining material subsidiaries.
Neverloose Properties & Investment Private Limited continues to be Holding Company with 53.74% stake in the Company.
CHANGE IN THE NATURE OF BUSINESS:
There has been no change in the nature of business during the year under review.
Your Company has neither accepted / renewed any deposits during the year nor has any outstanding deposits in terms of Section 73 to 76 of the Companies Act, 2013.
As on 31st March, 2025, the Issued, Subscribed and Paid up Share Capital of your Company stood at Rs. 6,96,40,800/- (Rupees Six Crores Ninety Six Lacs Forty Thousand Eight Hundred Only), comprising 69,64,080 (Sixty Nine Lacs Sixty Four Thousand Eighty) Equity Shares of Rs. 10/- each.
The Company has neither issued shares with differential voting rights nor granted any stock options or issue any sweat equity or issued any bonus shares. Further, the Company has not bought back any of its securities during the year under review and hence no details / information invited in this respect.
A copy of the Annual Return of the Company for the Financial year 2024-25, as required under Section 92 (3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014 shall be placed on the Company''s website www.golkunda.com. By virtue of amendment to Section 92(3) of the Companies Act, 2013, the Company is not required to provide extract of Annual Return (Form MGT-9) as part of the Board''s report.
The internal financial controls with reference to the Financial Statements are commensurate with the size and nature of business of the Company. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY
Your Company maintains adequate internal control system and procedure commensurate with its size and nature of operations. The internal control system are designated to provide a reasonable assurance over reliability in financial reporting, ensure appropriate authorization of transaction, safeguarding the assets of the Company and prevent misuse/losses and legal compliance.
The internal control system includes a well defined delegation of authority and a comprehensive Management Information System coupled with quarterly reviews of operational and financial performance, a well structured budgeting process and Internal Audit. The Internal Audit reports are periodically reviewed by the management and the Audit Committee and necessary improvements are undertaken, if required.
NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW:
During the Financial Year under review, the Company had 5(Five) Board meetings on 04.04.2024, 21.05.2024, 16.07.2024, 26.10.2024 and 14.01.2025. The details of attendance of Directors at the Board Meeting are disclosed under Corporate Governance section of Annual Report.
DIRECTORS AND KEY MANAGERIAL PERSONNEL:
In terms of Article of Association of the Company, Mr. Ashish Dadha retires at the forthcoming Annual General Meeting and being eligible offers
himself for reappointment. The details of Director being recommended for reappointment as required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are contained in the accompanying Notice convening the ensuing Annual General Meeting of the company.
The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of the independence as prescribed both under section 149(6) of the Companies Act, 2013 and under Regulation 16 (1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
DIRECTORS RESPONSIBILITY STATEMENT:
In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board hereby submit its responsibility Statement:â
(a) in the preparation of the Annual Accounts for 2024-25, 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 2024-25 and of the profit and loss of the company for that period;
(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) that 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 during the year.
(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.
DECLARATION OF INDEPENDENT DIRECTORS:
The Company has received necessary Declaration from each Independent Director as required under section 149(7) of the Companies Act, 2013, that he / she meets the criteria for independence as laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,2015.
Pursuant to provisions of Companies Act, 2013 and Schedule IV of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, (LODR), 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.
In line with effective governance requirements, the Board reviews its own performance annually using a pre-determined template designed as a tool to facilitate the evaluation process. The assessment was built around the functioning of the Board as a whole, its Committees and also the evaluation of Individual Directors.
While the individual Directors'' performance was reviewed by the Chairman and the rest of the Board excluding the Director being evaluated, the Chairman''s and Non-independent Directors performance was appraised through feedback from Independent Directors.
The Audit Committee consists of the following members as on 31st March, 2025.
|
Sr. No. |
Name |
Category |
|
1. |
Mr. Vinod Kankariya (Chairman) |
Independent Non- Executive Director |
|
2. |
Mrs. Rajul Jogani (Member) |
Independent Non- Executive Director |
|
3. |
Mr. Shashi Ashok Bekal (Member) |
Independent Non- Executive Director |
During the year under review, the Board has accepted all the recommendation of the Audit Committee.
The details terms of reference, meetings of committee, attendance of members at Committee meetings are available in the Corporate Governance Report and forms part of this Annual Report.
WHISTLE BLOWER POLICY / VIGIL MECHANISM:
In compliance with the provisions of section 177(9) of the Companies Act, 2013 and Regulation 22 of SEBI (Listing Obligations and Disclosure
Requirements) Regulations,2015, (LODR), the Company has established a vigil mechanism for the Directors and employees of the Company to report concerns about unethical behaviour, actual or suspected incidents of fraud or violation of Code of Conduct.
The Vigil Mechanism / Whistle Blower Policy may be accessed on the Company''s website at www.golkunda.com
FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS:
Pursuant to requirements of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has a familiarization programme for Independent Directors with regard to their role, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company etc. The Board Members are provided with all necessary documents/reports and internal policies to enable them to familiarize with the Company''s procedures and practices and keep themselves abreast of the latest corporate, regulatory and industry developments.
The same has been posted on website of the Company viz; www.golkunda.com.
The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. Some of the risks faced by the Company are raw material price risk, financial risk, foreign currency risk etc. At present, there are no risks which in the opinion of the Board threaten the existence of the Company.
NOMINATION & REMUNERATION COMMITTEE
In compliance with the provisions of Companies Act, 2013, your Company has âNomination & Remuneration Committee'' with scope and functions as stipulated under the Companies Act, 2013 and SEBI (LODR) Regulations.
|
The Nomination and remuneration Committee consists of the following members as on 31st March, 2025 |
|||
|
Sr. No. |
Name |
Category |
|
|
1 |
Mr. Vinod Kankariya (Chairman) |
Independent Non- Executive Director |
|
|
2 |
Mrs. Rajul Jogani (Member) |
Independent Non- Executive Director |
|
|
3 |
Mr. Shashi Ashok Bekal (Member) |
Independent Non- Executive Director |
|
The terms of reference, meetings of Committee, attendance of members at Committee meetings are available in the Corporate Governance Report and forms part of this Annual Report.
NOMINATION AND REMUNERATION POLICY
Pursuant to provisions of Section 178 of the Companies Act, 2013, the Board has, on recommendation of Nomination & Remuneration Committee, formulated a Policy on Directors'' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under Section 178(3) of Companies Act, 2013.
Nomination and Remuneration Policy has been annexed to the Corporate Governance Report.
STAKEHOLDERS RELATIONSHIP COMMITTEE:
Your Company has âStakeholders Relationship Committee'' with enhanced scope and functioning. The Stakeholders Relationship Committee consists of the following members as on 31st March, 2025.
|
Sr. No. |
Name |
Category |
|
1 |
Mr. Vinod Kankariya (Chairman) |
Independent Non- Executive Director |
|
2 |
Mrs. Rajul Jogani (Member) |
Independent Non- Executive Director |
|
3 |
Mr. Shashi Ashok Bekal (Member) |
Independent Non- Executive Director |
The terms of reference, meetings of committee, attendance of members at Committee meetings are available in the Corporate Governance Report and forms part of this Annual Report.
SECRETARIAL AUDITORS AND SECRETARIAL AUDIT REPORT:
Pursuant to the provisions of Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors as recommended by Audit Committee and subject to members approval at this AGM, recommended appointment of Ms. Kala Agarwal, Practicing Company Secretary (C.P No. 5356), as Secretarial Auditor of Company for the term of 5 (five) consecutive years from 1stApril, 2025 to 31st March, 2030.
SecretarialAudit Report for the financial year ended 31st March, 2025 issued by Ms. Kala Agarwal, Company Secretaries in Form MR-3 forms part to this report as Annexure II. The said report does not contain any observation or qualification requiring explanation or adverse remark.
STATUTORY AUDITORS AND AUDIT REPORT:
M/s. R.C. Jain & Associates LLP is the Statutory Auditors of the Company and their Audit Report forms part of Annual Report. The members in the Annual General Meeting held on July 25, 2024 have appointed M/s. R.C. Jain & Associates LLP, Chartered Accountants (FRN 103952W) as Statutory Auditors of the Company to hold office from the conclusion of 34th Annual General Meeting of the Company until the conclusion of the Annual General Meeting of the Company to be held in year 2029. The requirement of ratification of appointment of Statutory Auditors every year by the members of Company have been withdrawn w.e.f. May 7, 2018 vide Companies (Amendment) Act, 2017, hence this business has not been included in the AGM Notice.
During the year under review, the Audit Report does not contain any qualifications, reservations, adverse remarks or disclaimer and no frauds were reported by the Auditors of the Company under Section 143 (12) of the Companies Act, 2013.
The Statutory Auditors have given a confirmation to the effect that they are eligible to continue with their appointment and that they have not been disqualified in any manner from continuing as Statutory Auditors.
EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS:
There were no qualifications, reservations or adverse remarks made by the Auditors in their Report. The comments by the auditors in their Report read along within formation and explanation given in Notes to Accounts are self explanatory and do not call for further explanation.
There were no frauds which are reported to have been committed by Employees or Officers of the Company.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYâS OPERATIONS IN FUTURE
There were no material orders passed by the judicial or Quasi Judicial Authority which affects the Going Concern Status of the Company during the year under review.
MANAGEMENT AND DISCUSSION ANALYSIS REPORT
Pursuant to Regulation 34 of the Listing Regulation, Management Discussion and Analysis Report containing information inter-alia on industry trends, your Company''s performance, future outlook, opportunities and threats for the year ended 31st March, 2025, is provided in a separate section forming integral part of this Annual report.
CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING:
The Board of Directors has adopted the Insider Trading Policy in accordance with the requirements of SEBI (Prohibition of Insider Trading) Regulation, 2015. The Insider Trading Policy of the Company lays down the guidelines and procedure to be followed and disclosures to be made while dealing with the shares of the Company. The policy has been formulated to regulate, monitor, and ensure reporting of dealings by employees. The Insider Trading Policy of the Company covering code of practices and procedures for fair disclosures of unpublished price sensitive information and code of conduct for prevention of insider trading is available on the website of the Company.
The Equity Shares of the Company is listed on BSE Limited and the Company has paid the applicable listing fees to the Stock Exchange till date. CORPORATE SOCIAL RESPONSIBILTY (CSR)
The brief outline of the Corporate Social Responsibility (CSR) Policy of the Company, CSR activities undertaken during the year, in the format prescribed under Companies (CSR Policy) Rules, 2014, are set out in Annexure-IV of this report. The CSR Policy is available on the Company''s website at www.golkunda.com
The Company, during F.Y 2024-25, was required to spend an amount of Rs 23.89 Lakhs towards its CSR obligations. An amount of Rs. 24.17 Lakhs was spent during F.Y. 2024-25 on various CSR projects/activities. Therefore, the excess spent amount Rs 0.28 Lakhs shall be set off during F.Y. 2025-26.
INFORMATION UNDER REGULATION 34 (3) READ WITH SCHEDULE V OF SECURITIES AND EXCHANGE BOARD OF INDIA (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015:
The Company does not have shares lying with the Company in Unclaimed Suspense Account as on March 31,2025.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:(A) CONSERVATION OF ENERGY AND TECHNOLOGYABSORPTION(B) Conservation of energy:
The Company is engaged in manufacturing of gems and jewellery and as such its operations do not account for substantial energy consumption. Air Curtains have been installed in production areas where doors are required to keep open for operational purposes. These Air Curtains reduces penetration of insects and unconditioned air into a conditioned space resulting into preservation of air conditioning effect and low consumption of power. However, the Company is taking all possible measures to conserve energy. Several environment friendly measures were adopted by the Company such as Installation of capacitors to save power, Installed Thin Film Transistor (TFT) monitors that saves power, LED Lights, Creating environmental awareness by way of distributing the information in electronic form, Minimizing air-conditioning usage, Shutting off all the lights when not in use.
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.
The benefits derived like product improvement, cost reduction, product development or import substitution
a. Enhanced productivity & reduction in production time
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.
(C) FOREIGN EXCHANGE EARNINGS AND OUTGO
|
(in lakhs) |
||
|
Foreign Exchange Earning: |
||
|
Export at FOB basis: |
24843.37 |
24843.37 |
|
Foreign Exchange Outgo: Value of Import on CIF basis Raw Material |
1024.77 |
|
|
Studded Jewellery |
1439.62 |
|
|
Business Promotion Expenses |
19.08 |
2483.47 |
Information on particulars of employees'' remuneration as per Section 197 of the Companies Act, 2013, read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is reported to be nil as there are no employees who are in receipt of remuneration above the prescribed limit.
The details in terms of Sub - Section 12 of Section 197 of the Companies Act, 2013 read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are forming part of this Report as âAnnexure IIIâ.
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 robust mechanism in place to redress the complaints reported under this Act. The Company has complied with provisions relating to the constitution of Internal Complaints Committee (ICC) under POSH. The Internal Complaints Committee (ICC) composed of internal members and an external member who has extensive experience in the relevant field. The said Committee meets regularly and takes up programs to spread awareness and educate employees about prevention of Sexual Harassment at Workplace.
|
Following is the status of sexual harassment complaints during the financial 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 |
NA |
|
3 |
Number of complaints pending as on end of the financial year. |
NA |
A separate section covering the Management Discussion and Analysis and Corporate Governance as per the requirements of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, (LODR) is attached herewith and forms a part of this report.
The requisite certificate from the Statutory Auditors of the Company i.e. M/s. R.C. Jain & Associates LLP, Mumbai confirming compliance with the conditions of Corporate Governance as stipulated under regulation 34 (3) and schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed to this Report.
The declaration signed by the Managing Director of the Company regarding compliance of Code of Conduct for Board members and Senior Management personnel forms part of this Report.
The Company complies with the Secretarial Standards, issued by the Institute of Company Secretaries of India, which are mandatorily applicable to the Company. The same has also been confirmed by Secretarial Auditors of the Company in the Secretarial audit Report
In accordance with the provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 pertaining to Corporate Governance norms, Mr.Arvind Dadha, Managing Director and Mr.Ashish Dadha, Director & Chief Financial Officer, has certified, inter-alia, on review of financial statements and establishing and maintaining internal controls for the financial year ended 31.03.2025.
ACKNOWLEDGEMENTS AND APPRECIATIONS:
Your Directors take this opportunity to thank the Company''s customers, members, vendors and Banker for their continued support during the year. Your Directors also wish to thank the Government of India and its various agencies, the Santacruz Electronics Export Processing Zone, the Customs and Excise/ GST department, the Reserve Bank of India, the State Governments of Maharashtra, and other local Government Bodies for their support, and look forward to their continued support in the future. Your Directors also place on record their appreciation for the excellent contribution made by all Employees of the Company through their commitment, competence, co-operation and diligence to duty in achieving consistent growth for the Company.
Mar 31, 2024
The Directors have pleasure in submitting their 34th Annual Report of the Company together with the Audited Statements of Accounts for the year ended 3151 March, 2024
FINANCIAL RESULTS / STATE OF COMPANYâS AFFAIRS:
The summarized standalone results of your Company are given in the table below:
|
(Amt. in Rs) |
||
|
Particulars |
Financial year Ended |
|
|
31/03/2024 |
*31/03/2023 |
|
|
Net Sales / Income from Business Operations |
2,30,47,25,932 |
2,33,44,40,217 |
|
Other Income |
65,27,501 |
46,65,339 |
|
Total Income |
2,31,12,53,433 |
2,33,91,05,556 |
|
Provision for Depreciation / Amortization |
99,72,669 |
65,20,467 |
|
Profit/(loss) after Depreciation & before Provision for Tax |
12,89,27,018 |
12,51,34,040 |
|
Less: Provision for Income Tax (Gross) |
3,29,62,125 |
3,04,80,339 |
|
Less: Deferred Tax |
(2,24,276) |
3,88,847 |
|
Net Profit/(Loss) After Tax |
9,61,89,169 |
9,42,64,854 |
|
Amount of Dividend paid |
1,04,46,120 |
1,04,46,120 |
|
Earnings per share (Basic & Diluted) |
13.81 |
13.54 |
âPrevious year''s Figures have been regrouped / rearranged wherever necessary TRANSFER TO RESERVES:
During the year under review, no amount has been transferred to General Reserves.
Your Directors are pleased to recommend a final Dividend of Re.1.50/- i.e.@15% per Equity share for the financial year ended 31.03.2024. The Dividend, if approved and declared in forthcoming Annual General Meeting would result a Dividend outflow of Rs.1,04,46,120/-
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 have occurred after the closure of the financial year ended 31s March 2024 till the date of this Report, which would affect the financial position of the Company significantly.
TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)
In terms of Section 125 of the Companies Act, 2013, any unclaimed or unpaid Dividend relating to the financial year 2015-16 is due on November 15, 2023 for remittance to the Investor Education and Protection Fund (IEPF) established by the Central Government. During the financial year under review, the Company has transferred unclaimed dividend for FY 2015-16 amounting to Rs.4,17,817/- to the IEPF.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013:
The particulars of loans, guarantees or investments made by the Company under Section 186 of the Companies Act, 2013 during the year under review are disclosed under the respective Schedules/Notes in the Financial Statements.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:
All related party transactions that were entered into during the financial year were on arm''s length basis and were in the ordinary course of the business. There are no materially significant related party transactions made by the Company with related parties which may have potential- conflict with interest of the Company at large. The particulars of such 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 are attached here within Annexure I in Form No.AOC-2.
All Related Party transactions were placed before the Audit Committee and the Board for approval.
The Policy of Related party transactions/Disclosures are approved by the Board is posted on the Company''s website viz.www.golkunda.com. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:
During the year under review, your Company does not have any subsidiaries or joint ventures or associate companies as defined under the Act. However, the Company has framed a policy for determining material subsidiaries..
Neverloose Properties & Investment Private Limited continues to be Holding Company with 53.74% stake in the Company.
CHANGE IN THE NATURE OF BUSINESS:
There has been no change in the nature of business during the year under review.
Your Company has neither accepted / renewed any deposits during the year nor has any outstanding deposits in terms of Section 73 to 76 of the Companies Act, 2013.
As on 31st March, 2024, the Issued, Subscribed and Paid up Share Capital of your Company stood at Rs. 6,96,40,800/- (Rupees Six Crores Ninety Six Lacs Forty Thousand Eight Hundred Only), comprising 69,64,080 (Sixty Nine Lacs Sixty Four Thousand Eighty) Equity Shares of Rs. 10/- each.
The Company has neither issued shares with differential voting rights nor granted any stock options or issue any sweat equity or issued any bonus shares. Further, the Company has not bought back any of its securities during the year under review and hence no details / information invited in this respect.
A copy of the Annual Return of the Company for the Financial year 2023-24, as required under Section 92 (3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014 shall be placed on the Company''s website www.golkunda.com. By virtue of amendment to Section 92(3) of the Companies Act, 2013, the Company is not required to provide extract of Annual Return (Form MGT-9) as part of the Board''s report.
The internal financial controls with reference to the Financial Statements are commensurate with the size and nature of business of the Company. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY
Your Company maintains adequate internal control system and procedure commensurate with its size and nature of operations. The internal control system are designated to provide a reasonable assurance over reliability in financial reporting, ensure appropriate authorization of transaction, safeguarding the assets of the Company and prevent misuse/losses and legal compliance.
The internal control system includes a well defined delegation of authority and a comprehensive Management Information System coupled with quarterly reviews of operational and financial performance, a well structured budgeting process and Internal Audit. The Internal Audit reports are periodically reviewed by the management and the Audit Committee and necessary improvements are undertaken, if required.
NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW:
During the Financial Year under review, the Company had 5(Five) Board meetings on 15.04.2023, 22.05.2023, 12.08.2023, 02.11.2023 and 15.01.2024. The details of attendance of Directors at the Board Meeting are disclosed under Corporate Governance section of Annual Report.
DIRECTORS AND KEY MANAGERIAL PERSONNEL:
In terms of Article ofAssociation of the Company, Mr. Kantikumar Dadha retires at the forthcoming Annual General Meeting and being eligible offers
himself for reappointment. The details of Director being recommended for reappointment as required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are contained in the accompanying Notice convening the ensuing Annual General Meeting of the company.
The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of the independence as prescribed both under section 149(6) of the Companies Act, 2013 and under Regulation 16 (1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
DIRECTORS RESPONSIBILITY STATEMENT:
In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board hereby submit its responsibility Statement:â
(a) in the preparation of the Annual Accounts for 2023-24, 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 2023-24 and of the profit and loss of the company for that period;
(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) that 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 during the year.
(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.
DECLARATION OF INDEPENDENT DIRECTORS:
The Company has received necessary Declaration from each Independent Director as required under section 149(7) of the Companies Act, 2013, that he / she meets the criteria for independence as laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,2015.
Pursuant to provisions of Companies Act, 2013 and Schedule IV of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015,(LODR),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.
In line with effective governance requirements, the Board reviews its own performance annually using a pre-determined template designed as a tool to facilitate the evaluation process. The assessment was built around the functioning of the Board as a whole, its Committees and also the evaluation of Individual Directors.
While the individual Directors'' performance was reviewed by the Chairman and the rest of the Board excluding the Director being evaluated, the Chairman''s and Non-independent Directors performance was appraised through feedback from Independent Directors.
The Audit Committee consists of the following members as on 31st March, 2024.
|
Sr. No. |
Name |
Category |
|
1. |
Mr. Vinod Kankariya (Chairman) |
Independent Non- Executive Director |
|
2. |
Mrs. Rajul Jogani (Member) |
Independent Non- Executive Director |
|
3. |
Mr. Shashi Ashok Bekal (Member) |
Independent Non- Executive Director |
During the year under review, the Board has accepted all the recommendation of the Audit Committee.
The details terms of reference, meetings of committee, attendance of members at Committee meetings are available in the Corporate Governance Report and forms part of this Annual Report.
WHISTLE BLOWER POLICY / VIGIL MECHANISM:
In compliance with the provisions of section 177(9) of the Companies Act, 2013 and Regulation 22 of SEBI (Listing Obligations and Disclosure
Requirements) Regulations,2015, (LODR), the Company has established a vigil mechanism for the Directors and employees of the Company to report concerns about unethical behaviour, actual or suspected incidents of fraud or violation of Code of Conduct.
The Vigil Mechanism / Whistle Blower Policy may be accessed on the Company''s website at www.golkunda.com
FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS:
Pursuant to requirements of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has a familiarization programme for Independent Directors with regard to their role, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company etc. The Board Members are provided with all necessary documents/reports and internal policies to enable them to familiarize with the Company''s procedures and practices and keep themselves abreast of the latest corporate, regulatory and industry developments.
The same has been posted on website of the Company viz; www.golkunda.com.
The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. Some of the risks faced by the Company are raw material price risk, financial risk, foreign currency risk etc. At present, there are no risks which in the opinion of the Board threaten the existence of the Company.
NOMINATION & REMUNERATION COMMITTEE
In compliance with the provisions of Companies Act, 2013, your Company has âNomination & Remuneration Committee'' with scope and functions as stipulated under the Companies Act, 2013 and SEBI (LODR) Regulations.
The Nomination and remuneration Committee consists of the following members as on 31st March, 2024.
|
Sr. No. |
Name |
Category |
|
1 |
Mr. Vinod Kankariya (Chairman) |
Independent Non- Executive Director |
|
2 |
Mrs. Rajul Jogani (Member) |
Independent Non- Executive Director |
|
3 |
Mr. Shashi Ashok Bekal (Member) |
Independent Non- Executive Director |
The terms of reference, meetings of Committee, attendance of members at Committee meetings are available in the Corporate Governance Report and forms part of this Annual Report.
NOMINATION AND REMUNERATION POLICY
Pursuant to provisions of Section 178 of the Companies Act, 2013, the Board has, on recommendation of Nomination & Remuneration Committee, formulated a Policy on Directors'' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under Section 178(3) of Companies Act, 2013.
STAKEHOLDERS RELATIONSHIP COMMITTEE:
Your Company has âStakeholders Relationship Committee'' with enhanced scope and functioning. The Stakeholders Relationship Committee consists of the following members as on 31st March, 2024.
|
Sr. No. |
Name |
Category |
|
1 |
Mr. Vinod Kankariya (Chairman) |
Independent Non- Executive Director |
|
2 |
Mrs. Rajul Jogani (Member) |
Independent Non- Executive Director |
|
3 |
Mr. Shashi Ashok Bekal (Member) |
Independent Non- Executive Director |
The terms of reference, meetings of committee, attendance of members at Committee meetings are available in the Corporate Governance Report and forms part of this Annual Report.
SECRETARIAL AUDITORS AND SECRETARIAL AUDIT REPORT:
Pursuant to the provisions of Section 204 of the Act, read with rules thereunder, the Board at its meeting held on 21st May, 2024 has appointed Kala Agarwal, a firm of Practicing Company Secretaries to conduct Secretarial Audit of the Company for the Financial Year 2024-25. The Secretarial Audit Report issued by them in Form No. MR-3 is provided as an âAnnexure-IIâ to this Report. The Secretarial Audit Report does not contain any significant qualifications, reservations or adverse remarks.
Further, in terms of the provisions of the Circular No. CIR/ CFD/CMD1/27/2019 dated 8th February, 2019 issued by Securities and Exchange Board of India (SEBI), Kala Agarwal, Practising Company Secretaries have issued the Annual Secretarial Compliance Report for the financial year ended 31st March, 2024, thereby confirming compliance of the applicable SEBI Regulations and circulars / guidelines issued there under by the Company.
STATUTORY AUDITORS AND AUDIT REPORT:
M/s. Motilal & Associates LLP (Formerly known as Motilal & Associates) is the Statutory Auditors of the Company and their Audit Report forms integral part of the Annual Report. They were appointed for 5 years period in AGM held on 28.09.2019, therefore their term as a Statutory Auditor will terminate at the conclusion of this 34th AGM.
During the year under review, the Audit Report does not contain any qualification, reservation, adverse remark or disclaimer and no fraud was noticed by the Auditors of the Company during Financial Year 2023-24 which is reportable under Section 143(12) of the Companies Act, 2013.
On expiry of the term of M/s Motilal & Associates LLP as Statutory auditors, M/s. R.C. Jain & Associates LLP, a Chartered Accountants Firm (Firm Regn. No. 103952W/ W100156), has been recommended for appointment as Statutory Auditors of the Company for a period of 5 years (F.Y. 202425 to 2028-29) by the Audit Committee of the Company and the Board and the same is being placed before members for seeking their approval.
EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS:
There were no qualifications, reservations or adverse remarks made by the Auditors in their Report. The comments by the auditors in their Report read along within formation and explanation given in Notes to Accounts are self explanatory and do not call for further explanation.
There were no frauds which are reported to have been committed by Employees or Officers of the Company.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYâS OPERATIONS IN FUTURE
There were no material orders passed by the judicial or Quasi Judicial Authority which affects the Going Concern Status of the Company during the year under review.
MANAGEMENT AND DISCUSSION ANALYSIS REPORT
Pursuant to Regulation 34 of the Listing Regulation, Management Discussion and Analysis Report containing information inter-alia on industry trends, your Company''s performance, future outlook, opportunities and threats for the year ended 31st March, 2024, is provided in a separate section forming integral part of this Annual report.
CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING:
The Board of Directors has adopted the Insider Trading Policy in accordance with the requirements of SEBI (Prohibition of Insider Trading) Regulation, 2015. The Insider Trading Policy of the Company lays down the guidelines and procedure to be followed and disclosures to be made while dealing with the shares of the Company. The policy has been formulated to regulate, monitor, and ensure reporting of dealings by employees. The Insider Trading Policy of the Company covering code of practices and procedures for fair disclosures of unpublished price sensitive information and code of conduct for prevention of insider trading is available on the website of the Company.
The Equity Shares of the Company is listed on BSE Limited and the Company has paid the applicable listing fees to the Stock Exchange till date. CORPORATE SOCIAL RESPONSIBILTY (CSR)
The brief outline of the Corporate Social Responsibility (CSR) Policy of the Company, CSR activities undertaken during the year, in the format prescribed under Companies (CSR Policy) Rules, 2014, are set out in Annexure-IV of this report. The CSR Policy is available on the Company''s website at www.golkunda.com
The Company, during F.Y. 2023-24, was required to spend an amount of Rs 17.87 Lakhs towards its CSR obligations. An amount of Rs. 18 Lakhs was spent during F.Y. 2023-24 on various CSR projects/activities. Therefore, the excess spent amount Rs 0.13 Lakhs shall be set off during F.Y 2024-25.
INFORMATION UNDER REGULATION 34 (3) READ WITH SCHEDULE V OF SECURITIES AND EXCHANGE BOARD OF INDIA (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015:
The Company does not have shares lying with the Company in Unclaimed Suspense Account as on March 31,2024.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:(A) CONSERVATION OF ENERGY AND TECHNOLOGYABSORPTION(B) Conservation of energy:
The Company is engaged in manufacturing of gems and jewellery and as such its operations do not account for substantial energy consumption. Air Curtains have been installed in production areas where doors are required to keep open for operational purposes. These Air Curtains reduces penetration of insects and unconditioned air into a conditioned space resulting into preservation of air conditioning effect and low consumption of power. However, the Company is taking all possible measures to conserve energy. Several environment friendly measures were adopted by the Company such as Installation of capacitors to save power, Installed Thin Film Transistor (TFT) monitors that saves power, LED Lights, Creating environmental awareness by way of distributing the information in electronic form, Minimizing air-conditioning usage, Shutting off all the lights when not in use.
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.
The benefits derived like product improvement, cost reduction, product development or import substitution
a. Enhanced productivity & reduction in production time
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.
(C) FOREIGN EXCHANGE EARNINGS AND OUTGO
|
Foreign Exchange Earning: Export at FOB basis: |
2,26,67,35,438 |
2,26,67,35,438 |
|
Foreign Exchange Outgo: |
||
|
Value of Import on CIF basis |
||
|
Raw Material |
17,31,21,867 |
|
|
Studded Jewellery |
17,08,93,721 |
|
|
Business Promotion Expenses |
26,80,966 |
34,66,96,554 |
Information on particulars of employees'' remuneration as per Section 197 of the Companies Act, 2013, read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is reported to be nil as there are no employees who are in receipt of remuneration above the prescribed limit.
The details in terms of Sub - Section 12 of Section 197 of the Companies Act, 2013 read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are forming part of this Report as âAnnexure IIIâ.
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 robust mechanism in place to redress the complaints reported under this Act. The Company has complied with provisions relating to the constitution of Internal Complaints Committee (ICC) under POSH. The Internal Complaints Committee (ICC) composed of internal members and an external member who has extensive experience in the relevant field. The said Committee meets regularly and takes up programs to spread awareness and educate employees about prevention of Sexual Harassment at Workplace.
Following is the status of sexual harassment complaints during the financial 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 |
NA |
|
3 |
Number of complaints pending as on end of the financial year. |
NA |
A separate section covering the Management Discussion and Analysis and Corporate Governance as per the requirements of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, (LODR) is attached herewith and forms a part of this report.
The requisite certificate from the Statutory Auditors of the Company i.e. M/s. Motilal & Associates LLP (Formerly known as Motilal & Associates), Mumbai confirming compliance with the conditions of Corporate Governance as stipulated under regulation 34 (3) and schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed to this Report.
The declaration signed by the Managing Director of the Company regarding compliance of Code of Conduct for Board members and Senior Management personnel forms part of this Report.
The Company complies with the Secretarial Standards, issued by the Institute of Company Secretaries of India, which are mandatorily applicable to the Company. The same has also been confirmed by Secretarial Auditors of the Company in the Secretarial audit Report
In accordance with the provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 pertaining to Corporate Governance norms, Mr.Arvind Dadha, Managing Director and Mr.Ashish Dadha, Director & Chief Financial Officer, has certified, inter-alia, on review of financial statements and establishing and maintaining internal controls for the financial year ended 31.03.2024.
ACKNOWLEDGEMENTS AND APPRECIATIONS:
Your Directors take this opportunity to thank the Company''s customers, members, vendors and Banker for their continued support during the year. Your Directors also wish to thank the Government of India and its various agencies, the Santacruz Electronics Export Processing Zone, the Customs and Excise/ GST department, the Reserve Bank of India, the State Governments of Maharashtra, and other local Government Bodies for their support, and look forward to their continued support in the future. Your Directors also place on record their appreciation for the excellent contribution made by all Employees of the Company through their commitment, competence, co-operation and diligence to duty in achieving consistent growth for the Company.
Mar 31, 2015
To,
The Member/s,
GOLKUNDA DIAMONDS & JEWELLERY LIMITED
The Directors have pleasure in submitting their 25th Annual Report of
the Company together with the Audited Statements of Accounts for the
year ended 31st March, 2015.
FINANCIAL RESULTS / STATE OF COMPANY'S AFFAIRS:
The summarized standalone results of your Company are given in the
table below:
(Amount in Rs. '000)
PARTICULARS 31/03/2015 *31/03/2014
Net Sales / Income from Business
Operations 934,905,271 1,198,072,042
Other Income - 50,000
Total Income 934,905,271 1,198,122,042
Profit/(loss) before Depreciation & Tax 35,090,826 80,902,496
Less: Depreciation 3,215,954 2,197,140
Less: Provision for Income Tax
(including for earlier years) 12,027,657 28,332,253
Less: Provision for Deferred Tax (270,274) (126,964)
Net Profit/(Loss) After Tax 20,117,489 50,500,067
Add: Profit/(Loss) brought forward
from previous year 125,706,405 81,780,151
Less: Dividend Distribution 3,482,040 3,482,040
Less: Amount Transferred to
General Reserve 2,500,000 2,500,000
Profit/(Loss) carried to Balance Sheet 139,132,991 125,706,405
Earning per share (Basic & Diluted) 2.89 7.25
Previous year's Figures have been regrouped / rearranged wherever
necessary
DIVIDEND:
Your Directors are pleased to recommend a final dividend of Rs. 0.50/-
i.e. @ 5% per Equity Share for the current financial year. The dividend
if approved and declared in the forthcoming Annual General meeting
would result a Dividend outflow of Rs. 3,482,040/- and dividend
Distribution Tax of Rs. 708,861/- aggregating a total outflow of Rs
4,190,901/-.
TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION
FUND:
Your Company did not have any funds as contemplated under Section 125
of the Companies Act, 2013 lying unpaid or unclaimed for a period of
seven years. Therefore there were no funds which were required to be
transferred to Investor Education and Protection Fund (IEPF)
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
this financial statements relate and the date of this report.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186
OF THE COMPANIES ACT, 2013:
There were no loans, guarantees or investments made by the Company
under Section 186 of the Companies Act, 2013 during the year under
review and hence the said provision is not applicable.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:
All related party transactions that were entered into during the
financial year were on arm's length basis and were in the ordinary
course of the business. There are no materially significant related
party transactions made by the company with related parties which may
have potential conflict with interest of the company at large. The
particulars of such 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 are attached herewith in Annexure I in
Form No. AOC -2.
All Related Party transactions were placed before the Audit Committee
and the Board for Approval.
The Policy of Related party transactions/Disclosures are approved by
the Board is posted on the Company's website viz www.golkunda.com.
SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:
The Company does not have any Subsidiary, Joint venture or Associate
Company.
CHANGE IN THE NATURE OF BUSINESS:
There has been no change in the nature of Business during the year
under review.
DEPOSITS:
Your Company has neither accepted / renewed any deposits from public
during the year nor has any outstanding deposits in terms of Section 77
of the Companies Act, 2013. Further there were no Deposits which are
not in compliance of the requirements of Chapter V of the Act.
SHARE CAPITAL:
As on 31st March, 2015, the issued, subscribed and paid up share
capital of your Company stood at Rs. 69,640,800./- (Rupees Six Crores
Ninety Six Lacs Forty Thousand Eight Hundred Only), comprising
6,964,080 (Sixty Nine Lacs Sixty Four Thousand Eighty) Equity shares of
Rs.10/- each.
The Company has neither issued shares with differential voting rights
nor granted any stock options or sweat equity or Bonus Shares. Further,
the Company has not bought back any of its securities during the year
under review.
INTERNAL FINANCIAL CONTROLS:
The internal financial controls with reference to the Financial
Statements are commensurate with the size and nature of business of the
Company.
NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW:
During the financial year under review, the Company had 8 (Eight) Board
meetings on 26.05.2014, 10.06.2014, 14.08.2014, 27.09.2014, 13.11.2014,
13.02.2015, 24.02.2015 and 02.03.2015
DIRECTORS AND KEY MANAGERIAL PERSONNEL:
Pursuant to provisions of Companies Act, 2013 and in terms of SEBI
Circular dated April 17, 2014 requiring all Listed Companies to
mandatorily have a Woman Director' on the Board, the Company inducted
Ms. Roli Gupta (DIN: 07109930), as an Non Executive Independent
Director with effect from March 02, 2015. Appointment of Ms. Roli Gupta
was approved by the members of the Company vide Extraordinary General
Meeting held on 24.04.2015.
Mr. Arvind Dadha retire at this Annual General Meeting and being
eligible offer themselves for re election.
Appointment of Mr. Kanti Kumar Dadha and Mr. Ashish Dadha has been
recognized as Key Managerial Personnel of the Company in terms of
Section 203 of the Companies Act, 2013 in the position of Managing
Director and Chief Financial Officer (CFO) respectively.
Ms. Priya Khandelwal has resigned as Company Secretary of the Company
w.e.f. 02.06.2014 during the year under review.
The Company has appointed Ms. Pooja Sanghavi as Company Secretary and
Compliance Officer of the Company w.e.f. 02.05.2015.
DIRECTORS RESPONSIBILITY STATEMENT:
In accordance with the provisions of Section 134(5) of the Companies
Act, 2013 the Board hereby submit its responsibility Statement:-
(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 that period;
(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) that 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 during the year; and
(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.
BOARD EVALUATION:
Pursuant to provisions of Companies Act, 2013, Schedule IV 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.
In line with effective governance requirements, the Board reviews its
own performance annually using a pre-determined template designed as a
tool to facilitate the evaluation process. The assessment was built
around the functioning of the Board as a whole, its Committees and also
the evaluation of Individual Directors.
While the individual directors' performance was reviewed by the
Chairman and the rest of the Board excluding the Director being
evaluated, the Chairman's and Non-independent Directors performance was
appraised through feedback from Independent Directors.
AUDIT COMMITTEE:
The Audit Committee consists of the following members:
Sr.
No. Name Category Position
1 Mr. Mangilal Maloo Independent Director Chairman
2 Mr. Gautam Chand Dadha Independent Director Member
3 Mr. B. K. Ashok Independent Director Member
During the year under review, the Board has accepted all the
recommendation of the Audit Committee.
WHISTLE BLOWER POLICY / VIGIL MECHANISM:
In Compliance with the provisions of section 177(9) of the Companies
Act, 2013 and Clause 49 of the Listing Agreement, the Company has
adopted a Whistle Blower Policy as a vigil mechanism for directors and
employees of the Company
The Whistle Blower Policy is disclosed on the Company's website
www.golkunda.com.
FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS:
Pursuant to requirements of Clause 49 of the Listing Agreement, the
Company has a familiarization programme for Independent Directors with
regard to their role, rights, responsibilities in the Company, nature
of the industry in which the Company operates, business model of the
Company etc The Board Members are provided with all necessary
documents/ reports and internal policies to enable them to familiarise
with the Company's procedures and practices and keep themselves abreast
of the latest corporate, regulatory and industry developments.
The same has been posted on website of the Company viz;
www.golkunda.com.
RISK MANAGEMENT:
The Company has constituted Risk Management Committee and it comprises
of Mr. Kanti Kumar Dadha as Chairman of the Committee and Mr. Arvind
Dadha and Mr. Karan Singh Baid as Members of the Committee.
The Company has formulated Risk Management Policy which provides an
overview of the principles of risk management, explains approach
adopted by the Company for risk management, develops a "risk" culture
that encourages all employees to identify risks and associated
opportunities and to respond to them.
The Risk Management Committee (RMC) maintains comprehensive oversight
on all risks and its management and provides guidance on risk
Management activities, reviews results of risk assessment and
mitigation plan development process, review and monitor working of risk
management process and report to the Board of Directors on the status
of risk management initiatives and their effectiveness.
The Company has in place a mechanism to identify, assess, monitor and
mitigate various risks to key business objectives. Major risks
identified by the businesses and functions are systematically addressed
through mitigating actions on a continuing basis.
CORPORATE SOCIAL RESPONSIBILITY:
In accordance with the provisions of Section 135 of the Companies Act,
2013 and Companies (CSR Policy) Rules. 2014, the Company has formulated
and posted CSR Policy on website of the Company viz; www.golkunda.com.
The Annual Report on CSR activities in accordance with the Companies
(Corporate Social Responsibility Policy) Rules, 2014, undertaken by the
Company during the year is attached as an 'Annexure II' to this Report.
NOMINATION & REMUNERATION COMMITTEE:
In compliance with the provisions of Companies Act, 2013, your Company
re-aligned its existing 'Remuneration Committee' as 'Nomination &
Remuneration Committee' with an enhanced scope and functions as
stipulated under new law. The Nomination & Remuneration Committee
comprises of Mr. Mangilal Maloo as Chairman and Mr. Gautam Chand Dadha
and Mr. B. K. Ashok as members of the Committee.
STAKEHOLDERS RELATIONSHIP COMMITTEE:
Your Company re-aligned its existing 'Shareholders Grievance & Share
Transfer Committee' as 'Stakeholders Relationship Committee' with
enhanced scope and functioning. The Stakeholders Relationship Committee
comprises of Mr. Mangilal Maloo as Chairman and Mr. Gautam Chand Dadha
and Mr. B. K. Ashok as members of the Committee.
SECRETARIAL AUDIT REPORT:
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 had appointed M/s. Nilesh Shah &
Associates, Company Secretary in Practice, to undertake the Secretarial
Audit of the Company for the year ended March 31, 2015.
The Secretarial Audit Report is annexed herewith as an 'Annexure III'.
"EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE
REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY
SECRETARY IN THEIR REPORTS:
There are no adverse qualification, reservations or remarks in the
statutory auditors report.
Other observations made by statutory auditors in their report read
together with information and explanation given in financial statements
along with notes to accounts are self explanatory and do not call for
further explanation.
As regards to observation of Secretarial Auditor regarding
non-appointment of company secretary in the capacity of Key Managerial
Personnel, the Board state that after resignation of previous company
secretary, the Company has taken steps to find the suitable candidate
and has appointment Ms. Pooja Sanghavi as Company Secretary w.e.f.
02.05.2015"
NOMINATION AND REMUNERATION POLICY:
Pursuant to provisions of Section 178 of the Companies Act, 2013, the
Board has, on recommendation of Nomination & Remuneration Committee,
formulated a Policy on Directors' appointment and remuneration
including criteria for determining qualifications, positive attributes,
independence of a Director and other matters provided under Section
178(3) of Companies Act, 2013.
Nomination and Remuneration Policy has been annexed to the Corporate
Governance Report.
STATUTORY AUDITORS:
M/s. Motilal & Associates, Chartered Accountants, were appointed as the
Statutory Auditors for a period of 5 years in the Annual General
Meeting held on 27.09.2014. Their continuance of appointment and
payment of remuneration are to be confirmed and approved in the ensuing
Annual General Meeting. The Company has received a certificate from the
above Auditors to the effect that if their appointment is ratified, it
would be in accordance with the provisions of Section 141 of the
Companies Act, 2013.
DETAILS OF FRAUD REPORTED BY AUDITORS:
There were no frauds which are reported to have been committed by
employees or officers of the Company. The statutory auditors of the
Company have vide their report of even date confirmed that no fraud by
the Company and no material fraud on the Company has been noticed or
reported during the year.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR
COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S
OPERATIONS IN FUTURE
No significant or material orders were passed by the Regulators or
Courts or Tribunals which impact the going concern status and Company's
operations in future.
EXTRACTS OF 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 IV and is attached to this
Report.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS
AND OUTGO:
(A) CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION
Conservation of energy:
The Company is engaged in manufacturing of gems and jewellery and as
such its operations do not account for substantial energy consumption
However, the Company is taking all possible measures to conserve
energy. Several environment friendly measures were adopted by the
Company such as Installation of capacitors to save power, Installed
Thin Film Transistor (TFT) monitors that saves power, LED Lights,
Creating environmental awareness by way of distributing the information
in electronic form, Minimising air-conditioning usage, Shutting off all
the lights when not in use.
Technology absorption:
The Company follows the hybrid model to improve, optimize, cost
efficiency, agility and manage costs through usage of infrastructure as
per business cycles and needs. The activities and business of the
Company are such that it does not involve use of ultra modern
technologies.
(B) FOREIGN EXCHANGE EARNINGS AND OUTGO
Foreign Exchange Earning: Rs. 927,593,205/- Foreign Exchange Outgo: Rs.
216,251,335/-
EMPLOYEES:
Information on particulars of employees' remuneration as per Section
197 of the Companies Act, 2013, read with Rule 5(2) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 is
reported to be nil as there are no employees who are in receipt of
remuneration above the prescribed limit.
The ratio of remuneration of each director to the median employee's
remuneration and other details in terms of Sub - Section 12 of Section
197 of the Companies Act, 2013 read with Rule 5 (1) of the Companies
Appointment and Remuneration of Managerial Personnel) Rules, 2014, are
forming part of this Report as Annexure V.
DISCLOSURES AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT 2013:
There were no instances / complaints reported under the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013.
CORPORATE GOVERNANCE:
A separate section covering the Management Discussion and Analysis and
Corporate Governance as per the requirements of Clause 49 of the
Listing Agreement is attached herewith and forms a part of this report.
CEO / CFO CERTIFICATION:
In accordance with the provisions of the Listing Agreement pertaining
to Corporate Governance norms, Mr. Kanti Kumar Dadha, Managing Director
and Mr. Ashish Dadha, Chief Financial Officer, has certified,
inter-alia, on review of financial statements and establishing and
maintaining internal controls for the financial year ended 31.03.2015.
ACKNOWLEDGMENTS:
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 deeply appreciate the
committed efforts put in by employees at all levels, whose continued
commitment and dedication contributed greatly to achieving the goals
set by your Company. Your Directors also acknowledges gratefully the
shareholders for their support and confidence reposed on your Company.
FOR AND ON BEHALF OF THE BOARD OF DIRECTORS
GOLKUNDA DIAMONDS AND JEWELLERY LIMITED
KANTI KUMAR DADHA
Chairman & Managing Director
Date: 14.08.2015
Place: Mumbai
Mar 31, 2014
The Member''s,
GOLKUNDA DIAMONDS & JEWELLERY LIMITED
The Directors'' have pleasure in presenting their 24th Annual Report and
Audited Statement of Accounts for the year ended 31st March, 2014.
FINANCIAL RESULTS:
PARTICULARS 2013-14 2012-13
Sales & Income from Operation 1,19,80,72,042 1,13,48,71,267
Other Income 50,000 37,350
Total Expenditure 1,09,30,51,880 1,07,96,25,006
Interest 2,41,67,666 3,01,34,953
Profit Before Depreciation and Taxation 8,09,02,496 2,51,48,658
Depreciation 21,97,140 26,73,404
Profit Before Taxation 7,87,05,356 2,24,75,254
Provision for Taxation 2,75,00,000 76,46,000
Prior Years Tax Adjustment 8,32,253 NIL
Deferred Tax -1,26,964 -2,30,945
Profit After Taxation 5,05,00,067 1,50,60,199
Transfer to General Reserve 25,00,000 NIL
OPERATIONS:
The sales of the company have grown marginally by 5.6% to 119.81 crores
while the profitability of the business has seen a significant
improvement. The profit for the year increased from Rs 2.24 crores to
Rs 7.87 crores, an increase of around 250 %. We focused on the year in
improving our margins substantially which we achieved through better
cost controls and value added products. In this very difficult export
market scenario, the company has successfully consolidated its sales
volumes in major markets. The company sees potential in its core
markets and is aggressively making further inroads in these countries.
We are investing in state of the art machines, technology for efficient
operations to be able to retain our market share in our core product
categories.
The forecast for the current year looks increasingly positive and we
are optimistic that we will expand ourselves and outperform the overall
industry growth.
DIVIDEND:
Considering the profitability, financial position of the Company, the
Board of Directors of the Company have pleasure in recommending
dividend @ of 5% i.e. Rs.0.50 per Equity Share of the Company.
DIRECTORS:
In terms of provisions of section 152(6) of the Companies Act, 2013
read with provisions of Articles of Association of the Company, Mr.
Karan Singh Baid, Director of the Company retire by rotation at the
ensuing Annual General Meeting and being eligible offers himself for
re-appointment. The Board recommends his re-appointment.
COMPANIES ACT, 2013:
The Ministry of Corporate Affairs has made a major part of the
provisions of the Companies Act, 2013 effective from April 1, 2014.
The new Companies Act, 2013 aims at enhanced disclosures and reporting
for the corporate section with numerous compliance requirements.
Your Company is geared to implement and comply with the new
requirements of law. As a beginning towards this, you Company
constituted/re-aligned various Committees of the Board of Directors in
accordance with the Provisions of Companies Act, 2013.
DIRECTOR''S RESPONSIBILITY STATEMENT:
Pursuant to the provisions of Section 217 (AA) of the Companies Act,
1956 and provisions of Section 134(5) of the Companies Act, 2013 to the
extent notified and made applicable, your Directors give hereunder the
Director''s Responsibility Statement pertaining to the accounts of the
Company:- 1. In the preparation of the annual accounts, the applicable
accounting standards have been followed along with proper explanation
statement relating to material departures.
2. 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 as on 31st March, 2014 and of the Profit & Loss Account
of the Company for the year ended on that date.
3. The Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with
the provisions of the Companies Act, 1956 for safeguarding the assets
of the Company and for preventing and detecting fraud and other
irregularities.
4. These accounts have been prepared on a going concern basis.
5. 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
FIXED DEPOSIT:
The Company has not accepted any Fixed Deposit under Section 58A of the
Companies Act, 1956, read together with the Companies (Acceptance of
Deposits) Rules, 1975.
AUDITORS:
M/s. A. J. Baliya & Associates, Chartered Accountants, (having FRN
100948W) present Statutory auditor of the Company, hold office until
the conclusion of the ensuing Annual General Meeting. They have
expressed their inability to continue for the next year and
consequently do not seek re-appointment at the ensuing Annual General
Meeting. Your Board recommends the appointment of M/s Motilal &
Associates, Chartered Accountant (having FRN 106584W) as statutory
Auditor of the Company. M/s Motilal & Associates, Chartered Accountant
having furnished a certificate of their eligibility under section
139(1) of Companies Act, 2013.
AUDITORS OBSERVATION:
The observations of statutory auditors read along with notes to
accounts are self explanatory and do not call for further explanation.
PARTICULARS OF EMPLOYEES:
Particulars of Employees within the meaning of the Section 217 (2A) of
the Companies Act, 1956 read with Companies (Particulars of Employees)
Rules, 1975 read with the provisions of the Companies Act, 2013 and
rules made there under to the extent notified and made applicable,
there are no employees drawing salary above monetary limit specified in
above Rules and therefore, no particulars need to be furnished in this
regard.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO:
The information required under section 217 (I) (e) of the Companies
Act, 1956 read with Companies (Disclosures of Particulars in the Report
of the Board of Directors) Rules, 1988 and provisions of section 134 of
the Companies Act, 2013 read with rules made there under to the extent
notified and made applicable is as follows:
A. Conservation of energy The Company is taking all possible steps to
conserve resources in its operations.
B. Technology absorption N. A.
C. Foreign Exchange earnings and outgo For the year ended 31.03.2014
a) Earnings in foreign Currency Rs. 1,12,12,39,002/-
b) Expenditure in Foreign Currency Rs. 12,98,44,335/-
CORPORATE GOVERNANCE:
A separate section covering the Management Discussion and Analysis and
Corporate Governance as per the requirements of Clause 49 of the
Listing Agreement is attached herewith and forms a part of this report.
AUDIT COMMITTEE:
The Audit Committee of the Company comprises of 2 Independent
Non-Executive Directors and 1 Professional Independent Non- Executive
Director.
The Chairman of the Audit Committee is Mr. Mangilal Maloo.
Mr. Karan Singh Baid, Whole Time Director is the Permanent Invitee to
the meeting of Audit Committee.
ACKNOWLEDGEMENT:
The Directors wish to place on record their admiration for the services
rendered by the executives and employees of the Company at all levels.
The Board also takes this opportunity to express its appreciation for
the continued support received from the Shareholders, the Banking
institutions including the State Bank of India, the SEEPZ Authorities
and all other stakeholders, during the year.
CEO / CFO CERTIFICATION:
In accordance with the provisions of the Listing Agreement pertaining
to Corporate Governance norms, Mr. Kanti Kumar Dadha, Managing
Director, has certified, inter-alia, on review of financial statements
and establishing and maintaining internal controls for the financial
year ended 31.03.2014.
REGISTERED OFFICE: By and on behalf of
G-30, Gems & Jewellery Complex III, THE BOARD OF DIRECTORS
SEEPZ, Andheri (East), GOLKUNDA DIAMONDS & JEWELLERY
Mumbai-400 096 LIMITED
KANTI KUMAR DADHA
Date: 26.05.2014 (Chairman & Managing Director)
Mar 31, 2013
To, The Member/s of GOLKUNDA DIAMONDS & JEWELLERY LIMITED
The Directors'' have pleasure in presenting their 23rd Annual Report and
Audited Statement of Accounts for the year ended 31st March, 2013
FINANCIAL RESULTS:
(Amount in Rs. ''000)
PARTICULARS 2012-13 2011-12
Sales & Income from Operation 1134871 1159687
Other Income 37 137
Total Expenditure 1079625 1114998
Interest 30135 23313
Profit Before Depreciation and Taxation 25148 21513
Depreciation 2673 2330
Profit Before Taxation 22475 19183
Provision for Taxation 7646 6579
Prior Years Tax Adjustment 0 404
Deferred Tax (231) (46)
Profit After Taxation 15060 12246
OPERATIONS:
The profitability of the business has seen improvement. The profit for
the year increased from Rs 122 lakhs to Rs 151 lakhs, an increase of
24%. We will continue to focus on increasing margins substantially this
year. In this very difficult export market scenario and volatile gold
prices, your company has successfully consolidated of its sales
volumes. Your company''s sales for the year stood at Rs 113.48 Crores.
Your company continues to adopt innovative marketing initiatives to
further increase the topline. With latest software and better
operations, we have been able to retain all our existing customers with
improved business.
The forecast for the current year looks increasingly positive and we
are optimistic that we will expand ourselves and outperform the overall
industry growth.
DIVIDEND:
Considering the necessity of conserving financial resources for future
growth and expansion of the business of the Company and in view of
financial position of the Company, the Board of Directors do not
recommend payment of dividend on equity shares of the Company for the
financial year ended 31.03.2013.
DIRECTORS:
In terms of provisions of section 255 and 256 of the Companies Act,
1956 read with provisions of Articles of Association of the Company,
Mr. Gautam Chand Dadha and Mr. Arvind Dadha, Directors of the Company
retire by rotation at the ensuing Annual General Meeting and being
eligible offers themselves for re-appointment. The Board recommends
their re-appointment.
DIRECTOR''S RESPONSIBILITY STATEMENT:
Pursuant to an amendment to Section 217 of the Companies act, 1956,
your Directors give hereunder the Director''s Responsibility Statement
pertaining to the accounts of the Company:- 1. In the preparation of
the annual accounts, the applicable accounting standards have been
followed along with proper explanation statement relating to material
departures.
2. 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 as on 31st March, 2013 and of the Profit & Loss Account
of the Company for the year ended on that date.
3. The Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities.
4. These accounts have been prepared on a going concern basis.
FIXED DEPOSIT:
The Company has not accepted any Fixed Deposit under Section 58A of the
Companies Act, 1956, read together with the Companies (Acceptance of
Deposits) Rules, 1975.
AUDITORS:
M/s. A. J. Baliya & Associates, Chartered Accountants, Statutory
Auditors of the Company, retire at the ensuing Annual General Meeting.
The said Statutory Auditors having furnished a certificate of their
eligibility under Sec. 224(1B) of the Companies Act, 1956, are eligible
for re-appointment. The Board recommends their re-appointment.
The observations of statutory auditors read along with notes to
accounts are self explanatory and do not call for further explanation.
PARTICULARS OF EMPLOYEES:
Pursuant to Section 217 (2A) of the Company Act, 1956, read with the
Companies (Particulars of Employees) Rules, 1975, there are no
employees drawing salary above monetary limit specified in above Rules
and therefore, no particulars need to be furnished in this regard.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO:
The particulars as prescribed under Sub Sec. (1)(e) of Section 217, of
the Companies Act, 1956, read with Companies (Disclosure of Particulars
in the Report of the Board of Directors) Rules, 1988 are given
hereunder.
A. Conservation of energy The Company is taking all possible steps to
conserve resources in its operations.
B Technology absorption N. A.
C. Foreign Exchange earnings and outgo
For the year ended 31.03.2013
a) Earnings in foreign Currency Rs. 108,12,70,256/-
b) Expenditure in Foreign Currency Rs. 2,47,22,487/-
CORPORATE GOVERNANCE:
A separate section covering the Management Discussion and Analysis and
Corporate Governance as per the requirements of Clause 49 of the
Listing Agreement is attached herewith and forms a part of this report.
AUDIT COMMITTEE:
The Audit Committee of the Company comprises of 2 Independent
Non-Executive Directors and 1 Professional Independent Non-Executive
Director.
The Chairman of the Audit Committee is Mr. Mangilal Maloo.
The terms of reference of the Audit Committee are in accordance with
the provisions of section 292A of the Companies Act, 1956 and Clause 49
of the Listing Agreement pertaining to Corporate Governance norms.
Mr. Karan Singh Baid, Whole Time Director is the Permanent Invitee to
the meeting of Audit Committee.
LISTING ARRANGEMENT:
The Company''s Equity Shares are listed on Bombay Stock Exchange,
Hyderabad Stock Exchange and Jaipur Stock Exchange. The Company has
paid its Annual Listing Fees to the above stock Exchanges for the
financial year 2013-14.
CEO / CFO CERTIFICATION:
In accordance with the provisions of the Listing Agreement pertaining
to Corporate Governance norms, Mr. Kanti Kumar Dadha, Managing
Director, has certified, inter-alia, on review of financial statements
and establishing and maintaining internal controls for the financial
year ended 31.03.2013.
ACKNOWLEDGEMENT:
The Directors wish to place on record their admiration for the services
rendered by the executives and employees of the Company at all levels.
The Board also takes this opportunity to express its appreciation for
the continued support received from the Shareholders, the Banking
institutions including the State Bank of India, the SEEPZ Authorities
and all other stakeholders, during the year.
REGISTERED OFFICE: By and on behalf of
G-30, Gems & Jewellery Complex III, THE BOARD OF DIRECTORS
SEEPZ, Andheri (East), GOLKUNDA DIAMONDS &
JEWELLERY LIMITED
Mumbai-400 096 KANTI KUMAR DADHA
Date: 30.05.2013 (Chairman & Managing Director)
Mar 31, 2012
To, The Member/s of GOLKUNDA DIAMONDS & JEWELLERY LIMITED
The Directors' have pleasure in presenting their 22nd Annual Report and
Audited Statement of Accounts for the year ended 31st March, 2012
FINANCIAL RESULTS:
(Amount in Rs. '000')
PARTICULARS 2011-12 2010-11
Sales & Income from Operation 1159687 1009067
Other Income 137 129
Total Expenditure 1114998 970804
Interest 23313 20772
Profit Before Depreciation and Taxation 21513 17620
Depreciation 2330 2145
Profit Before Taxation 19183 15475
Provision for Taxation 6579 5550
Prior Years Tax Adjustment 404 -
Deferred Tax (46) (278)
Profit After Taxation 12246 10203
OPERATIONS:
This has been another highly successful year for your company. Your
company's sales for the year crossed Rs 100 crores to reach Rs 115.00
Crore. With the reasonable recovery in world economy, your company was
able to tap many new customers and increased presence in various
markets. Your company continues to adopt innovative marketing
initiatives to further increase the to pline. With latest software and
better operations, we have been able to retain all our existing
customers with improved business. The profitability of the business has
also seen improvement and we are focusing on increasing margins
substantially.
The forecast for the current year looks very positive across various
regions and we are optimistic that we will continue to expand ourselves
and outperform the overall industry growth.
DIVIDEND:
Considering the necessity of conserving financial resources for future
growth and expansion of the business of the Company and in view of
financial position of the Company the Board of Directors do not
recommend payment of dividend on equity shares of the Company for the
financial year ended 31.03.2012.
DIRECTORS:
In terms of provisions of section 255 and 256 of the Companies Act,
1956 read with provisions of Articles of Association of the Company,
Mr. Ashok Kumar K. Bekal and Mr. Mangilal Maloo, Directors of the
Company retire by rotation at the ensuing Annual General Meeting
and being eligible offers themselves for re-appointment. The Board
recommends their re-appointment.
DIRECTOR'S RESPONSIBILITY STATEMENT:
Pursuant to an amendment to Section 217 of the Companies act, 1956,
your Directors give hereunder the Director's Responsibility Statement
pertaining to the accounts of the Company:-
1. In the preparation of the annual accounts, the applicable
accounting standards have been followed along with proper explanation
statement relating to material departures.
2. 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 as on 31st March, 2012 and of the Profit & Loss Account
of the Company for the year ended on that date.
3. The Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities.
4. These accounts have been prepared on a going concern basis.
FIXED DEPOSIT:
The Company has not accepted any Fixed Deposit under Section 58A of the
Companies Act, 1956, read together with the Companies (Acceptance of
Deposits) Rules, 1975.
AUDITORS:
M/s. A. J. Baliya& Associates, Chartered Accountants, Statutory
Auditors of the Company, retire at the ensuing Annual General Meeting.
The said Statutory Auditors having furnished a certificate of their
eligibility under Sec. 224(1B) of the Companies Act, 1956, are eligible
for re-appointment. The Board recommends their re-appointment.
The observations of statutory auditors read along with notes to
accounts are self explanatory and do not call for further explanation.
PARTICULARS OF EMPLOYEES:
Pursuant to Section 217 (2A) of the Company Act, 1956, read with the
Companies (Particulars of Employees) Rules, 1975, there are no
employees drawing salary above monetary limit specified in above Rules
and therefore, no particulars need to be furnished in this regard.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO:
The particulars as prescribed under Sub Sec. (1)(e) of Section 217, of
the Companies Act, 1956, read with Companies (Disclosure of Particulars
in the Report of the Board of Directors) Rules, 1988 are given
hereunder.
A. Conservation of energy The Company is taking all
possible steps to conserve resources in its operations.
B. Technology absorption N.A.
C. Foreign Exchange earnings and outgo For the year ended 31.03.2012
a) Earnings in foreign Currency Rs.106,20,63,446/-
b) Expenditure in Foreign Currency Rs. 8,64,03,432/-
CORPORATE GOVERNANCE:
A separate section covering the Management Discussion and Analysis and
Corporate Governance as per the requirements of Clause 49 of the
Listing Agreement is attached herewith and forms a part of this report.
ACKNOWLEDGEMENT:
The Directors wish to place on record their admiration for the services
rendered by the executives and employees of the Company at all levels.
The Board also takes this opportunity to express its appreciation for
the continued support received from the Shareholders, the Banking
institutions including the State Bank of Indore, the SEEPZ Authorities
and all other stakeholders, during the year.
REGISTERED OFFICE: By and on behalf of
G-30, Gems & Jewellery Complex III, The Board of Directors
SEEPZ, Andheri (East), GOLKUNDA DIAMONDS & JEWELLERY LTD.
Mumbai-400 096
Date: 29.05.2012 KANTI KUMAR DADHA
(Chairman & Managing Director)
Mar 31, 2010
The Directors have pleasure in presenting their 20th Annual Report and
Audited Statement of Accounts for the year ended 31st March, 2010
FINANCIAL RESULTS:
(Amount in Rs.OOO)
PARTICULARS 2009-10 2008-09
Sales & Income from Operation 816397 559746
Other Income (15695) 71176
Total Expenditure 773892 575533
Interest 17439 28382
Profit Before Depreciation and
Taxation 9370 27007
Depreciation 2113 1949
Profit Before Taxation 7257 25028
Provision for Taxation 2600 9250
Prior Years Tax
Adjustment (61) 0
Fringe Benefit Tax 0 100
Deferred Tax (400) (93)
Profit After
Taxation 5118 15801
Balance Carried to Balance Sheet 50831 45713
OPERATIONS:
The industry has seen an uptrend in the last one year and your company
has seized on this opportunity and has performed better than in the
recent past. To continue this upward sales momentum, the marketing and
sales effort has been further bolstered with participation in various
new trade exhibitions across the globe and in India. Your company has
added many new customers across different geographical areas in the
past one year. There has been a special focus given to customer
services and reduction in turnaround time for customer orders resulting
in positive feedbacks from a lot of customers. There have been several
technological initiatives undertaken in the manufacturing facilities to
get better operational efficiency.
The forecast for the current year looks very positive across various
regions and we are optimistic that we will continue to expand ourselves
and outperform the overall industry growth.
DIVIDEND:
Considering the necessity of conserving financial resources for future
growth and expansion of the business of the Company and in view if
financial position of the Company, the Board of Directors do not
recommend payment of dividend on equity shares of the Company for the
financial year ended 31.03.2010.
DIRECTORS:
In terms of provisions of section 255 and 256 of the Companies Act,
1956 read with provisions of Articles of Association of the Company.
Shri. Karan Singh Baid and Shri. B. K. Ashok, Directors of the Company
retires by rotation at the ensuing Annual General Meeting and being
eligible offer themselves for re-appointment. The Board recommends
their re- appointment.
Shri. Mahesh Kumar Dadha has resigned as Independent Non-Executive
Director of the Company w.e.f. 03.05.2010. The Board places on record
its appreciation for time and efforts extended for the benefit of the
Company.
Shri. Mangi Lal Maloo has been appointed as Additional Independent
Non-Executive Director of the Company w.e.f. 30.04.2010. Pursuant to
the provisions of Section 260 of the Companies Act, 1956, his term of
appointment expires at the ensuing Annual General Meeting. Considering
his knowledge and expertise, the Board of Directors of the Company are
of the opinion that he must continue on the Board. The Company has
received notice from existing shareholder of the Company as required
under section 257 of the Companies Act, 1956 along with necessary
deposit proposing the candidature of Shri. Mangi Lai Maloo as Director
of the Company. Your Board recommends his appointment as an independent
director of the Company.
DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to an amendment to Section 217 of the Companies act, 1956,
your Directors give hereunder the Directors Responsibility Statement
pertaining to the accounts of the Company:-
1. in the preparation of the annual accounts, the applicable
accounting standards have been followed along with proper explanation
statement relating to material departures.
2. 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 as on 31" March, 2010 and of the Profit & Loss Account
of the Company for the year ended on that date.
3. The Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities.
4. These accounts have been prepared on a going concern basis.
FIXED DEPOSIT:
The Company has not accepted any Fixed Deposit under Section 58A of the
Companies Act, 1956, read together with the Companies (Acceptance of
Deposits) Rules, 1975.
AUDITORS:
M/s. A. J. Baliya & Associates, Chartered Accountants, Statutory
Auditors of the Company, retire at the ensuing Annual General Meeting.
The said Statutory Auditors having furnished
a certificate of their eligibility under Sec. 224(1 B) of the Companies
Act, 1956, are eligible for re-appointment. The Board recommends their
re-appointment.
The observations of statutory auditors read along with notes to
accounts are self explanatory and do not call for further explanation.
PARTICULARS OF EMPLOYEES:
Pursuant to Section 217 (2A) of the Company Act, 1956, read with the
Companies (Particulars of Employees) Rules, 1975, there are no
employees drawing salary above monetary limit specified in above Rules
and therefore, no particulars need to be furnished in this regard.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO:
The particulars as prescribed under Sub Sec. (1)(e) of Section 217, of
the Companies Act, 1956, read with Companies (Disclosure of Particulars
in the Report of the Board of Directors) Rules, 1988 are given
hereunder.
A. Conservation of energy The Company is taking all
possible steps to conserve
resources in its operations.
B. Technology absorption N. A.
C. Foreign Exchange
earnings and outgo For
the year ended 31.03.2010
(Rs. in Thousand)
a) Earnings in foreign
Currency Rs.769200/-
b) Expenditure in Foreign
Currency Rs. 16741/-
CORPORATE GOVERNANCE:
A separate section covering the Management Discussion and Analysis and
Corporate Governance as per the requirements of Clause 49 of the
Listing Agreement is attached herewith and forms a part of this report.
ACKNOWLEDGEMENT:
The Directors wish to place on record their admiration for the services
rendered by the executives and employees of the Company at all levels.
The Board also takes this opportunity to express its appreciation for
the continued support received from the Shareholders, the Banking
institutions including the State Bank of Indore, the SEEPZ Authorities
and all other stakeholders, during the year.
REGISTERED OFFICE: By And On Behalf Of
G-30, Gems & Jewellery Complex III, The Board Of Directors
SEEPZ, Andheri (East), GOLKUNDA DIAMONDS & JEWELLERY LIMITED
Mumbai-400 096
Date: 29.05.2010 KANTI KUMAR DADHA
(Chairman & Managing Director)
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Golkunda Diamonds & Jewellery Ltd. Key Financial Ratios
- Ratios
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Golkunda Diamonds & Jewellery Ltd. Results
- Quarterly Results
- Half Yearly Results
- Nine Months Results
- Annual Results
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Golkunda Diamonds & Jewellery Ltd. Financial Data
- Audited Results
- Cash Flow
- Balance Sheet
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Golkunda Diamonds & Jewellery Ltd. Reports
- Accounting Policies
- Auditors Report
- Directors Report
- Notes To Account
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Golkunda Diamonds & Jewellery Ltd. Corporate Announcements
- Book Closure
- Dividend
- Board Meetings
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