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Vaibhav Global
BSE: 532156|NSE: VAIBHAVGBL|ISIN: INE884A01019|SECTOR: Miscellaneous
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Download Annual Report PDF Format 2013 | 2012 | 2011 | 2010
Directors Report Year End : Mar '13    Mar 12
Dear Shareholders,
 
 The are delighted to present 24th Annual Report and Audited Financial
 Statements for the year ended March 31, 2013.
 
 Financial Highlights
 
 The Standalone and Consolidated financial results of the Company for
 year ended March 31, 2013 are as follows:
 
 The provision of Rs. 119.80 crore made on equity investment and Rs.
 63.55 crore made on loan given to Genoa Jewelers Limited, a wholly
 owned subsidiary of the Company. The Company also made a provision of
 Rs. 151.10 crore and Rs. 12.10 crore as diminution in value of equity
 investment in STS Jewels INC and Jewel Gems USA respectively, wholly
 owned subsidiaries of the Company.
 
                                                          (Rs.in Lacs)
 
                           Standalone (F.Y)          Consolidated (F.Y)
 
 Particulars           2012-13       2011-12       2012-13       2011-12
 
 Revenue from 
 Operations and 
 Other Income        25,749.88     18,892.82     93,055.79     67,481.60
 
 Less: Operating 
 Cost                22,725.76     16,177.14     83,103.62     57,418.10
 
 Operating 
 Profit / PBDIT       3,024.12      2,715.68      9,952.17     10,063.50
 
 Less: Interest       1,063.19      1,103.41      1,241.95      1,276.05
 
 Less: Depreciation 
 & Amortization 
 Expenses               219.40        152.69        732.03        908.30
 
 Profit Before Tax 
 and Exceptional 
 Items                1,741.53      1,459.57      7,978.19      7,879.15
 
 Add : Exceptional 
 Items                  898.10        (27.30)   (16,372.74)    (1,005.39)
 
 Profit Before Tax    2,639.63      1,432.27     (8,394.55)     6,873.76
 
 Less: Tax Expenses       1.46         22.93        166.46         22.93
 
 Profit After Tax 
 and Exceptional 
 Item                 2,638.17      1,409.34     (8,561.01)     6,850.83
 
 Appropriations              -             -             -             -
 
 Dividend on 
 Preference 
 Share Capital               -             -             -             -
 
 Proposed Dividend 
 on Equity Shares            -             -             -             -
 
 Tax on Dividend             -             -             -             -
 
 General Reserve             -             -             -             -
 
 Profit for the year  2,638.17      1,409.34     (8,561.01)     6,850.83
 
 During the year, on a standalone basis, total income increased to Rs.
 25,749.88 lac from Rs. 18,892.82, registering a growth of 36.29 %.
 Profit after tax and exceptional items were Rs. 2,638.17, an increase
 of 87.19 % over the previous year.
 
 The consolidated total income increased to Rs.  93,055.79 lac from Rs.
 67,481.60 lac, an increase of 37.89 % over the previous year.
 
 During the year, the Company has written off the investment amounting
 to Rs. 6.20 crore made in STS Creation Thai Limited, a wholly owned
 subsidiary of the Company. The Company has also written back
 
 Dividend
 
 In view of the accumulated losses brought forward, your Directors do
 not recommend any dividend for the financial year 2012-13.
 
 Corporate Debt Restructuring Mechanism (CDR)
 
 During the year, the Company made a proposal to CDR Cell for exit from
 CDR mechanism. The said proposal was approved by the CDR Empowered
 Group in their meeting held on March 25, 2013 subject to the payment of
 recompense amount.
 
 Consolidated Financial Statements
 
 Consolidated Financial Statements are prepared in accordance with the
 Accounting Standard - 21 issued by Institute of Chartered Accountants
 of India (ICAI) and Listing Agreement, as prescribed by SEBI and the
 same have been provided in the Annual Report of the Company.
 
 Statutory Disclosures
 
 The Ministry of Corporate Affairs (MCA) vide general circular no.
 2/2011 dated February 8, 2011 has granted general exemption to all
 companies under section 212(8) of the Companies Act, 1956 with respect
 to non attachment of the documents required under section 212(1) of the
 said act, subject to compliance of certain conditions. Hence, balance
 sheet, statement of profit & loss account and other documents of the
 subsidiary companies are not being attached with balance sheet of the
 Company. The statement pursuant to Section 212 of the Companies Act,
 1956 containing key financials of the Company''s subsidiaries is
 included in this Annual Report.
 
 The Company will make available the annual accounts of the subsidiaries
 to any member of the company who may be interested in obtaining the
 same. The annual accounts of the subsidiary Companies are also
 available for inspection by any member. The same shall also be kept for
 inspection by any shareholder at the head office of the holding company
 and concerned subsidiary Companies.
 
 Subsidiaries
 
 The Company has the following operating subsidiaries and step down
 subsidiaries. :
 
 a) STS Jewels Inc., USA, a 100 per cent subsidiary is engaged in the
 wholesale segment and selling jewellery to the departmental stores, TV
 channels and others in USA.
 
 b) STS Gems Limited, Hong Kong, a 100 per cent subsidiary is engaged in
 outsourcing, manufacturing for the group and marketing of jewellery
 across the globe.
 
 c) The Jewellery Channel Ltd. UK (TJC UK), a wholly owned step down
 subsidiary of Vaibhav Global Limited, is engaged in marketing of
 fashion jewellery and life style products through electronic media and
 operates a dedicated 20 hours TV shopping channel and Internet shopping
 website (www.tic.co.uk) in the UK.
 
 d) The Liquidation Channel, USA (TJC USA), a wholly owned step down
 subsidiary of Vaibhav Global Limited is engaged in marketing of fashion
 jewellery and life style products through electronic media and operates
 a dedicated 24 hours TV shopping channel and Internet shopping website
 (www.liquidationchannel.com) in the USA.
 
 Change in Capital Structure
 
 During the year, the Company allotted 3,65,728 Equity Shares of Rs. 10
 each to the employees of the Company and its Subsidiaries, pursuant to
 exercise of Stock Options which resulted in increase of paid up equity
 share capital of the Company from Rs. 31,69,84,730 to Rs. 32,06,42,010.
 
 Change in name of the Company
 
 Pursuant to the approval of shareholders obtained by way of postal
 ballot, result of which was declared on November 26, 2012 and
 consequent upon receipt of fresh certificate of Incorporation issued by
 Registrar of Companies, Rajasthan, dated November 29, 2012, the name of
 the Company was changed from Vaibhav Gems Limited to Vaibhav
 Global Limited.
 
 Alteration in Object Clause of Memorandum of Association of the Company
 and Commencement of new business
 
 During the year under review, the Company had obtained the approval of
 shareholders by way of postal ballot, result of which was declared on
 November 26, 2012, for commencement of new business and alteration in
 the main Object Clause of Memorandum of Association of the Company.
 
 By altering the Main Object Clause of MOA, the Company has expanded
 fashion jewelry portfolio to include lifestyle accessories and fine
 jewelry.
 
 Completion of Open Offer
 
 Pursuant to the Open Offer made under Securities Exchange Board of
 India (Substantial Acquisition of Shares and Takeovers) Regulations
 2011, Mrs.  Deepti Agarwal, Mr. Rahimullah, Mr. Nirmal Kumar Bardiya
 and M/s Shivram Properties Pvt. Ltd. had acquired 87,28,563 Equity
 Shares of Rs. 10 each, representing 27.53 % of the paid up capital of
 the Company.
 
 Employee Stock Option Plan
 
 During the year, the Compensation Committee of the Board of Directors
 of the Company granted 4,77,000 Stock Options convertible into 4,77,000
 Equity
 
 Shares of Rs. 10 each to the eligible employees of the Company and its
 subsidiaries at an exercise price of Rs. 45.30 per stock option. The
 Committee also reprised 41,324 Stock Options at an exercise price of
 Rs. 45.30 per stock option.
 
 Details are set out in Annexure I to this Report.
 
 Corporate Social Responsibility (CSR)
 
 Your Company is sensitive to the needs of the local community and the
 impact of its operations on them.  We honor our responsibility to give
 back to the society by focusing primarily on education, mid-day meals
 and healthcare services which are essential in promoting sustainable
 human development and economic growth. The Company believes that
 Corporate Social Responsibility delivered in the context of its
 business makes it more effective, impactful and sustainable. During the
 year, the Company has donated a sum of Rs. 17.94 lac to various social
 institutions.
 
 Directors
 
 During the period, Mr. Santosh Madan, Field General Manager, Punjab
 National Bank was appointed as a Nominee Director on the board of the
 Company w.e.f September 21, 2012.
 
 Further, Mr. Anandi Lal Roongta has resigned from the directorship of
 the Company w.e.f. January 23, 2013. The Board places its deep
 appreciation for the contribution made by Mr. Roongta during his
 tenure.  Further, Shri S. S Bhandari and Shri N.K. Baridya retire by
 rotation at the ensuing Annual General Meeting and being eligible,
 offer themselves for re- appointment.
 
 As required by Clause 49 of Listing Agreement, a brief resume and other
 particulars of Directors retiring by rotation is provided in Annual
 Report.
 
 Auditors and Auditors'' Report
 
 M/s Haribhakti & Company, Chartered Accountants, Mumbai and M/s B.
 Khosla & Co., Chartered Accountants, Jaipur, Joint Statutory Auditors
 of the Company hold office until the conclusion of ensuing Annual
 General Meeting and being eligible, have offered themselves for
 re-appointment and they have confirmed that their re-appointment, if
 made, shall be in conformity with the limit prescribed under section
 224(1B) of the Companies Act, 1956.
 
 There are no reservations, qualifications or adverse remarks contained
 in the Auditors'' Report attached to Balance Sheet as at March 31, 2013.
 Information referred in Auditor''s Report are self-explanatory and don''t
 call for any further comments.
 
 Fixed Deposits
 
 During the year under review, the Company has not accepted any public
 deposits under Section 58A of the Companies Act, 1956 read with
 Companies (Acceptance of Deposit) Rules, 1975.
 
 Directors'' Responsibility Statement
 
 Pursuant to the provisions of Section 217 (2AA) of the Companies Act,
 1956 with respect to the Directors'' responsibility statement, it is
 hereby confirmed that:
 
 I.  In the preparation of the annual accounts for the financial year
 ended 31st March 2013, the applicable accounting standards have been
 followed along with proper explanation relating to material departures;
 
 II.  The Directors have selected such accounting policies and applied
 them consistently and made judgments and estimates that are reasonable
 and prudent so as to give a true and fair view of the state of affairs
 of the company at the end of the financial year and profit and loss
 account of the company for that period.
 
 III. 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.
 
 IV.  The Directors have prepared the annual accounts on a going concern
 basis.
 
 Transfer of unclaimed dividend to Investor Education and Protection
 Fund (IEPF)
 
 The Company has transferred a sum of Rs. 1,21,410 during the year to
 the Investor Education and Protection Fund (IEPF) established by the
 Central Government under Section 205(C) of the Companies Act, 1956. The
 said amount represents unclaimed dividend pertaining to financial year
 2004-05 which was lying in unpaid dividend account of the Company for a
 period of seven years.
 
 Trade Relations
 
 The Company maintained healthy, cordial and harmonious Industrial
 relations at all levels. The Directors wish to place on record their
 appreciation for the valuable contribution by the employees of the
 Company.
 
 Management Discussion and Analysis Keport
 
 Management Discussion and Analysis Report for the year under review, as
 required under clause 49 of the Listing Agreement, forms part of the
 Annual Report.
 
 Corporate Governance
 
 A separate section on Corporate Governance together with a certificate
 from the Statutory Auditors'' of the Company regarding compliance of
 conditions of Corporate Governance as stipulated under clause 49 of the
 Listing Agreement forms part of the Annual Report.
 
 Personnel
 
 Particulars of Employees required under Section 217(2A) of the
 Companies Act, 1956, read with the Companies (Particulars of Employees)
 Rules, 1975 as amended, form part of this report. However, in terms of
 Section 219(1)(b)(iv) of the Companies Act, 1956, the Annual Report is
 being sent to the Shareholders excluding the statement of particulars
 under section 217(2A). The said statement is available for inspection
 at the registered office of the Company during working hours and a copy
 of the same may be obtained by writing to the Company at its registered
 office.
 
 Conservation of Energy, Technology Absorption and Foreign Exchange
 Earnings and outgo
 
 Information in accordance with the provisions of 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.
 
 A.  Conservation of Energy
 
 The operations of your Company are not energy- intensive. However,
 significant measures are taken to reduce energy consumption by using
 energy efficient equipment. We regularly evaluate and use new energy
 efficient technologies and make necessary investment in these equipment
 to make our infrastructure more energy-efficient.
 
 B.  Technology Absorption
 
 Your Company possesses an in-house research and development wing, which
 is continuously working towards more efficient jewellery production,
 improved processes and better designs. Your Company has not imported
 any technology for its manufacturing process and therefore, the
 question of adaptation/absorption does not arise.
 
 C.  Foreign Exchange Earnings and Outgo
 
 The information on foreign exchange earnings and outgo is furnished in
 the notes to accounts.
 
 Appreciation
 
 Your Company has been able to operate efficiently because of the
 culture of professionalism, creativity, integrity and continuous
 improvement in all functions and area as well as the efficient
 utilization of the Company''s resources for sustainable and profitable
 growth.
 
 The Board wishes to express appreciation and place on record its
 gratitude for the faith reposed in and cooperation extended to the
 Company by the Government, various government departments / agencies,
 financial institutions, banks, customers, suppliers and investors of
 the Company. Your Directors also place on record their appreciation for
 the dedicated and sincere services rendered by the employees at all
 levels towards the continued growth and prosperity of the Company
 
 Place: Jaipur               For and on behalf of the Board of Directors
 
 Date : 10th July, 2013                                    Sunil Agrawal
 
                                                                Chairman
Source : Dion Global Solutions Limited
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