1. In terms of the Scheme of Arrangement (Scheme) sanctioned by the
order dated 1st October 2010 of the Hon''ble High Court of Bombay,
Shrenuj Diajewels Limited and Shrenuj Gems & Jewellery Limited, wholly
owned subsidiaries, have been amalgamated with the Company w.e.f.
01-04-2010.
a) In accordance with the said Scheme:
(i) The asset and liabilities of the transferor companies are taken
over at fair value under Purchase method of accounting for Amalgamation
and the excess of fair value of assets over liabilities amounting to
Rs.5,466.63 Lacs has been credited to the Amalgamation Reserve.
(ii) As per the scheme, some of the fixed assets of the transferee
Company have also been revalued and an amount of Rs.13,511.14 Lacs is
credited to Revaluation Reserve.
(iii) Consequent to the above, there is an additional charge for
depreciation of Rs. 211.17 lacs for the year ended 31st March 2011. An
amount of Rs. 138.38 lacs on the revalued assets of the transferee
Company has been withdrawn from Revaluation Reserve and an amount of
Rs. 72.79 lacs on the excess of fair value over book value of the
assets of the transferor Companies has been withdrawn from Amalgamation
Reserve as provided in the Scheme. This has no impact on the profit for
the period.
b) Pursuant to the scheme, 60,22,525 equity shares of Rs. 2/- each were
allotted on 27th October 2010 to the lenders of Unsecured loans at a
price of Rs. 46.33 per share on conversion of the said loans into
equity and accordingly a sum of Rs.2,669.79 lacs has been credited to
Securities Premium Account.
c) The expenses including stamp duty on amalgamation amounting to Rs.
51.15 lacs have been charged to Amalgamation Reserve account.
d) With effect from effective date, the authorised capital of the
Company has increased to Rs. 4,500 Lacs.
e) The Figures of current year include figures of amalgamating
companies as explained above and are therefore to that extent not
comparable with those of the previous year.
2 A (i) As in the previous year, the Company has continued to adopt the
principles of AS – 30, Financial Instruments: Recognition &
Measurement in respect of hedge accounting. Accordingly, in respect of
derivative financial instruments which are entered into to hedge
foreign currency risks of firm commitments or highly probable forecast
transactions and which are effective cash flow hedges, the net notional
gain on these instruments outstanding as at 31st March, 2011, amounting
to Rs. 70.97 lacs (previous year notional gain Rs. 603.88 lacs) is
reflected in the Hedging Reserve account.
(ii) The Company, in accordance with its risk management policies and
procedures, enters into derivative instruments (option contracts &
forward contracts) to manage its exposure to foreign exchange rates.
The counter party is generally a bank.
Subsequent to the balance sheet date (before finalising the accounts),
the Company has utilised / cancelled forward contracts of USD 8.00
million (USD 12.40 million) without incurring any loss. The notional
Mark to Market gain of Rs. 68.51 lacs (P.Y. Rs. 184.17 lacs) on such
contracts as on 31st March is therefore not reflected in the Hedging
Reserve. The balance net Mark to Market gain / (loss) of Rs. 70.97 lacs
(P.Y. Rs. 603.88 lacs) has been reflected in the Hedging Reserve.
In addition to the above cash flow hedges, the Company has outstanding
derivative instruments aggregating to Rs. 24,576.79 lacs (Rs.
104,722.00 lacs) whose fair value showed a net gain of Rs. 269.78 lacs
(P.Y. loss Rs. 764.85 lacs), and which is accounted for in the Profit
and Loss Account.
As of balance sheet date, the Company has net foreign currency
exposures that are not hedged by a derivative instrument or otherwise
amounting to Rs. 19,593.30 lacs (P.Y. Rs. Nil) representing receivables
and Rs. 75,814.39 lacs (previous year Rs. 15,448.27 lacs) representing
payables.
B. Commodity Hedging:
The Company enters into Gold Futures and Options contracts to hedge its
commodity related risk. The net outstanding position at the end of the
year is 40,800 grams (P.Y. 1,000 grams.). The MTM gain of Rs. 18.89
lacs has been accounted for in the Profit and Loss Account.
3. Suppliers/Service providers covered under Micro, Small Medium
Enterprises Development Act 2006, have not furnished the information
regarding filing of necessary memorandum with the appropriate
authority. In view of this, information required to be disclosed u/s 22
of the said Act is not given.
2010-2011 2009-2010
(Rs. in Lacs) (Rs. in Lacs)
4. Contingent Liabilities not provided
for in respect of:
a) Guarantees given by the Company on
behalf of Subsidiaries and Associates In
respect of Advances granted by Banks 73,330.90 54,102.00
b) Disputed Income Tax Liabilities not
provided for 136.04 112.52
c) Disputed Sales Tax Liabilities not
provided for 3.76 3.76
d) Corporate Guarantee executed in favor of
Third Party 238.16 7.00
e) Bond executed for import of Capital goods 164.89 137.50
f) Letter of Credit against import of goods 15,424.74 12,080.05
5. Previous year''s figures have been re-grouped and/or rearranged
wherever necessary.
6. The Ministry of Corporate Affairs, Government of India vide its
General Notification No. S.O.301(E) dated 8th Februrary 2011 issued
under Section 211 (3) of the Companies Act, 1956 has exempted certain
class of Companies from disclosing certain information in their Profit
and Loss Account. The Company being an export oriented company is
entitled to the exemption. Accordingly, disclosures mandated by
paragraphs 3(i)(a), 3 (ii) (a), 3(ii) (b) and 3(ii) (d) of Part II,
Schedule VI to the Companies Act, 1956 have not been provided.
7. The Ministry of Corporate Affairs, Government of India vide its
General Circular No. 2 and 3 dated 8th Februrary 2011 and 21st February
2011 respectively has granted a general exemption from compliance with
Section 212 of the Companies Act, 1956, subject to fulfillment of
conditions stipulated in the circular. The Company has satisfied the
conditions stipulated in the circular and hence is entitled to the
exemption. Necessary information relating to the subsidiaries has been
attached to the Consolidated Financial Statements.
8. Segment Information for the year ended 31 March 2011:
As per Accounting Standard 21 on Consolidated Financial Statements and
Accounting Standard 23 on Accounting for Investment in Associates in
consolidated financial statements issued by Institute of Chartered
Accountants of India, the Company has presented consolidated financial
Statement, including subsidiaries and associates. Accordingly segment
information as required under Accounting Standard 17 on Segment
reporting is included under the Notes to Consolidated financial
statements.
9. The Disclosure of employee benefit as defined in the accounting
standard are given below:
Defined Contribution Plan:
The Company makes Provident Fund and Superannuation Fund contributions
as defined contributions retirement benefit plans for qualifying
employees. The Company''s provident fund is under the management of the
statutory authorities. The Company has recognised Rs.104.06 lacs (Rs.
62.95 lacs) for Provident Fund and Rs.12.04 lacs (Rs 9.15 lacs) for
Superannuation contributions in Profit and Loss account. The
Contributions payable to this plans by the Company are at rates
specified in the rules of the scheme.
Defined Benefit Plan:
The employees Gratuity Fund scheme managed by a trust is a funded
defined benefit plan. The present value of obligation is determined
based on the actuarial valuation using Projected Unit Credit Method,
which recognises each period of service as giving rise to additional
unit of employee benefit entitlement and measures each unit separately
to build up the final obligation.
10. Related Party transactions:
As per the Directors
1) Parties where control exists:
Shrenuj Diajewels Limited* Wholly owned subsidiary
Shrenuj Gems & Jewellery Ltd.* Wholly owned subsidiary
Shrenuj Lifestyle Limited Wholly owned subsidiary
Shrenuj Overseas Ltd Wholly owned subsidiary
Shrenuj DMCC Wholly owned subsidiary
Shrenuj Japan Corporation Wholly owned subsidiary
Shrenuj (Mauritius) Pvt. Ltd. Wholly owned subsidiary
Shrenuj Jewellery (Far East) Ltd. Wholly owned subsidiary
Shrenuj Botswana (Pty.) Ltd Wholly owned subsidiary
Shrenuj South Africa (Pty) Ltd. Wholly owned subsidiary
Shrenuj N.V. Wholly owned subsidiary
Shrenuj GmbH Wholly owned subsidiary
Shrenuj Australia Pty. Ltd. Wholly owned subsidiary
Lume Group AG Wholly owned subsidiary
Astral USA, INC. Wholly owned subsidiary
Shrenuj USA, LLC Wholly owned subsidiary
Astral Jewels LLC Wholly owned subsidiary
Astral Holding INC Wholly owned subsidiary
Alija International Pty Ltd Wholly owned subsidiary
Global Marine Diamonds Company Wholly owned subsidiary
Ithemba Diamonds (Pty) Ltd Wholly owned subsidiary
Uxolo Diamond Cutting Works (Pty) Limited Wholly owned subsidiary
Simon Golub & Sons INC Subsidiary
Daily Jewellery Ltd.Hong Kong Subsidiary
Intergems H.K. Ltd. Subsidiary
Shrenuj Shanghai Diamonds Pvt. Ltd. Subsidiary
Bernies International, LLC Subsidiary
2) Associates :
Kiara Jewellery Pvt. Ltd.
Arisia Jewellery Pvt. Ltd.
Jomard SAS
SWA Trading Ltd.
Copem & Shrenuj
Trapz, LLC
SHL Gems & Jewellery Ltd.
K. K. Doshi & Co.
Shrenuj Investments & Finance Pvt. Ltd.
3) Key Management Personnel and their relatives:
Shri Shreyas K. Doshi Chairman and Managing Director
Shri Nihar N. Parikh Executive Director
Shri Vishal S. Doshi Group Executive Director
Mrs. Anjali P. Mehta Relative |