Dear Members,
The Directors have pleasure in presenting this Twenty Fourth Annual
Report on the affairs of the Company together with the Audited
Statements of Accounts for the year ended on 31st March, 2011.
FINANCIAL RESULTS:
(Rs. in Lacs)
Year ended Year ended
31.03.2011 31.03.2010
Sales for the year 7,862.22 5,935.17
Profit before Interest &
finance charges,
depreciation & taxation 989.30 614.02
Less: Interest &
finance charges 48.47 20.68
Operating profit before
depreciation & taxation 940.83 593.34
Less: Depreciation,
amortization & impairment of asset 136.98 122.57
Profit before taxation 803.85 470.77
Provision for taxation 169.46 (40.46)
Profit after taxation 634.39 511.23
Add: Balance brought forward 7,377.17 7,156.83
Profit available for appropriation 8,011.56 7,668.06
Appropriation:
Interim Dividend 249.46 —
Tax on Interim Dividend 41.43 —
Proposed Dividend — 249.46
Provision for Tax on
Proposed Dividend — 41.43
Balance carried forward to
Balance Sheet 7,720.67 7,377.17
OPERATIONS:
The operations of the Company have shown considerable improvement as
compared to the previous year. The Company has achieved a turnover of
Rs.7,862.22 lacs during the year under report as compared to Rs.5,935.17
lacs during the previous year reflecting a growth of 32.47% over the
previous year. The profits of the Company have also shown a remarkable
increase with the Company earning a net profit of Rs.634.39 lacs after
tax as compared to a net profit after tax of Rs.511.23 lacs for the
previous year registering an increase of 24.09%.
DEPOSITS:
The Company has not invited/ accepted any deposit from the public
during the year ended 31st March, 2011. There were no unclaimed or
unpaid deposits as on 31st March, 2011.
DIVIDEND:
The Board has, considering the payment of an interim dividend of Rs.1/-
per equity share of Rs.10/- each fully paid-up (10%) for the year under
report, decided not to recommend further dividend.
SUBSIDIARY COMPANIES:
In accordance with the General Circular no. 2/2011 File no.
51/12/2007-CL-III dated 8th February, 2011 issued by the Ministry of
Corporate Affairs, Government of India, granting general exemption to
the companies under Section 212(8) of the Companies Act, 1956, the
Balance Sheet, Profit and Loss Account and other Reports and statements
of the subsidiary companies are not being attached with the Balance
Sheet of the Company. The Company will make available the annual
accounts of the subsidiary companies and the related detailed
information to any shareholder of the Company seeking such information
at any point of time. The annual accounts of the subsidiary companies
are also available for inspection by any shareholder at the Registered
Office of the Company and that of the respective subsidiary companies.
The Consolidated Financial Statements of the Company and all the
subsidiaries duly audited by the Statutory Auditors of the Company are
presented in the Annual Report of the Company. A summary of the
financial information of the subsidiary companies is also attached to
the Annual Report of the Company.
During the year under report, one of the subsidiaries, Diagold Designs
Limited, had initiated the process for de-bonding its unit as a 100%
Export Oriented Unit (EOU) and has subsequently been de-bonded. This
would enable the Company to offer its products to the ever growing
domestic jewellery market. Diagold Designs Limited has, during the year
under report, divested its entire stake in its Russian subsidiary
company OOO Tiara Jewels and its Joint Venture Company in Malaysia,
Goldiam Jewels SDN BHD, has closed its business and its name has been
struck off as per the provisions of the country of incorporation.
DEMATERIALISATION:
More than 97% of the shares of the Company are in dematerialized form.
Your Directors request all the members who have not yet got their
holdings dematerialized to do so to enable easy trading of the shares
as the shares of the Company are compulsorily traded in dematerialized
form.
DIRECTORS:
As per the provisions of Section 256 of the Companies Act, 1956 and the
Articles of Association of the Company, Mr. Rajesh G. Kapadia and Mr.
Ajay M. Khatlawala, Directors of the Company, retire by rotation at
the forthcoming Annual General Meeting and, being eligible, offer
themselves for re-appointment. Your Directors recommend their
re-appointment.
DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to the requirement under section 217(2AA) of the Companies
Act, 1956 with respect to Directors Responsibility Statement, it is
hereby confirmed:
(i) that in the preparation of the annual accounts for the financial
year ended 31st March, 2011, the applicable accounting standards had
been followed along with proper explanation relating to material
departures;
(ii) that the directors had selected such accounting policies and
applied them consistently and made judgements 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 or loss of the Company for the year under review;
(iii) that the directors had 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;
(iv) that the directors had prepared the accounts for the financial
year ended 31st March, 2011 on a going concern basis.
AUDITORS:
M/s. Pulindra Patel & Co., Chartered Accountants, hold office until the
conclusion of the ensuing Annual General Meeting and being eligible for
re-appointment, have furnished their eligibility certificate to the
effect that reappointment, if made, would be within the limits
prescribed under Section 224(1B) of the Companies Act, 1956 and that
they are not disqualified for re-appointment within the meaning of
Section 226 of the said Act. The Board recommends their re-appointment.
REPORT ON CORPORATE GOVERNANCE:
A separate report on Corporate Governance is attached to this report
along with Statutory Auditors certificate on its compliance.
(A) CONSERVATION OF ENERGY, (B) TECHNOLOGY ABSORPTION, (C) FOREIGN
EXCHANGE EARNINGS AND OUTGO:
Particulars as prescribed under Section 217(1)(e) of the Companies Act,
1956 read with the Companies (Disclosure of Particulars in the Report
of Board of Directors) Rules, 1988 are as furnished herein below:
A. CONSERVATION OF ENERGY:
As the Gems & Jewellery Industry is not covered by the Schedule
prescribed by the said Rules, disclosure of particulars on conservation
of energy is not applicable to the Company.
B. TECHNOLOGY ABSORPTION:
The particulars regarding absorption of technology are annexed in the
prescribed Form B of the Companies (Disclosure of Particulars in the
Report of Board of Directors) Rules, 1988.
C. FOREIGN EXCHANGE EARNINGS AND OUTGO:
The Companys main line of business is manufacturing and exporting
studded gold jewellery. The Company has achieved Export Turnover of
Rs.7,216.03 lacs during the year under report, 2010-2011, as compared to
Rs.5,218.33 lacs in the previous year, 2009-2010.
(In Rs.)
2010-2011 2009-2010
Total Foreign Exchange
received: 718,791,747 515,607,572
Total Foreign Exchange used
i) Raw Materials 275,244,322 169,979,301
ii) Consumable Stores 771,181 2,186,147
iii) Capital Goods 2,082,396 —
iv) Foreign Travels 1,109,658 732,000
v) Others 2,612,668 82,496
PARTICULARS OF EMPLOYEES:
None of the employees has received remuneration/ salary exceeding the
limit as stated in Section 217(2A) of the Companies Act, 1956 read with
the Companies (Particulars of Employees) Rules, 1975 as amended.
ACKNOWLEDGEMENTS:
Your Directors take this opportunity to place on record their
appreciation and sincere gratitude to Government of India, Government
of Maharashtra, SEEPZ (SEZ) Authorities and the Bankers to the Company
for their valuable support and look forward to their continued
co-operation in the years to come.
Your Directors acknowledge the support and co-operation received from
the employees and all those who have helped in the day-to-day
management.
For and on behalf of the Board of Directors
Place: Mumbai MANHAR R. BHANSALI
Dated: 28th May, 2011 CHAIRMAN
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