Moneycontrol Be a Pro
Get App
SENSEX NIFTY
C Mahendra Exports Directors Report, C Mahendra Expo Reports by Directors
YOU ARE HERE > MONEYCONTROL > MARKETS > DIAMOND CUTTING & JEWELLERY & PRECIOUS METALS > DIRECTORS REPORT - C Mahendra Exports

C Mahendra Exports

BSE: 533304|NSE: CMAHENDRA|ISIN: INE378J01013|SECTOR: Diamond Cutting & Jewellery & Precious Metals
SET ALERT
|
ADD TO PORTFOLIO
|
WATCHLIST
C Mahendra Exports is not traded in the last 30 days
C Mahendra Exports is not traded in the last 30 days
Download Annual Report PDF Format 2015 | 2014 | 2013 | 2012 | 2011
Directors Report Year End : Mar '15    Mar 14
 Dear Members,
 
 The Directors are pleased to present the 9th Annual Report and the
 Audited Annual Accounts for the financial year ended 31st March, 2015.
 
 FINANCIAL RESULTS
 
 The financial performance of the Company, for the year ended 31st
 March, 2015 is summarized below:
 
                                                       (Rs. in Million)
 
 Particulars                                For the F.Y.    For the F.Y.
                                            ended 31st      ended 31st
                                            March, 2015     March, 2014
 
 Income from Operation:
 
 Net Sales                                     5835.09        20148.30
 
 Other Income                                   380.51           93.05
 
 Total income from
 
 operations                                    6215.60        20241.34
 
 Profit before Tax                            -1334.95           93.26
 
 Less: Current Tax                                   -         (18.00)
 
  Mat Credit Entitlement                             -           18.00
 
  Deferred Tax                                   -4.61           16.61
 
  Wealth Tax                                         0               0
 
 Less: Prior period                                  -          -17.41
 income tax adjustment
 
 Profit after Tax                             -1339.56           59.23
 
 Add: Profit brought                           1928.89         1869.66
 forward
 
 Amount Available for                           589.33         1928.89
 Appropriation
 
 Appropriation:                                     -
 
 Utilized for bonus                                                -
 
 shares issued during the
 
 year
 
 Balance Carried to                             589.33        1928.89
 Balance Sheet
 
 REVIEW OF OPERATIONS
 
 During the year under review, the Company''s net sales were Rs. 5835.09
 million as against Rs. 20148.30 million.
 
 Your Directors are continuously looking for lucrative ventures for
 future growth of the Company.
 
 BACKGROUND OF C. MAHENDRA GROUP
 
 C. Mahendra Exports Ltd, a renowned and trusted name since 1974, is one
 of the leading diamantaire and jewellery Company with a wide spread
 around the world.
 
 The pioneers of the Company, Mr. Mahendra C. Shah and Mr. Champak K.
 Mehta commenced the business in 1974. C. Mahendra Exports was formed in
 the year 1978 to carry on the business of manufacturing and trading of
 diamonds. It is the flagship company of our CM Group. C. Mahendra
 Exports set up its first state of the art factory for manufacturing cut
 and polished diamonds in Surat, India in the year 1993. Subsequently
 three subsidiaries were established to handle the expanded business.
 
 Offices were opened outside India for effective and increased
 marketing. In2003 Ciemme Jewels incorporated, in 2006, C. Mahendra
 Exports commissioned the second state of the art manufacturing factory
 at Varachha Road, Surat, India to manufacture large size polished
 diamonds, In Jan, 2007, C. Mahendra Exports converted from Partnership
 Firm into a private company and March, 2007 changed from Private
 Company to Public Limited Company i.e. C. Mahendra Exports Ltd.
 
 C. Mahendra Exports Ltd. employs the latest and most advanced
 technologies for manufacturing of cut and polished diamonds with
 ultimate brilliance diamonds. CM Group has a highly skilled pool of
 human resources.
 
 C. Mahendra Exports Ltd. has its Registered and Principal Sales Office
 in Mumbai from where all the marketing, assorting, administration and
 finance operations are controlled. The entire operation for
 manufacturing is controlled and managed from the Surat office. CM Group
 is firmly established across major diamonds and jewellery centers
 globally in 5 countries namely.
 
 * China - Hong Kong
 
 * India - Mumbai
 
 * UAE - Dubai
 
 * Belgium - Antwerpen
 
 * U.S.A - New York
 
 C. Mahendra Exports Ltd. enjoys an envious position in the diamond
 industry of being one of the top exporters with an unblemished client
 record. C. Mahendra Exports Ltd. has its presence in the diamond
 studded jewellery business. Our branded jewellery is retailed under the
 brand name Ciemme across the world.
 
 C. Mahendra BVBA, the Antwerp based entity of the C. Mahendra Group is
 a member of the Responsible Jewellery Council (RJC).The management of
 C. Mahendra B.VB.A., as a member of the Responsible Jewellery Council
 (RJC) is committed to complying with the Code of Practices of RJC.
 
 PRINCIPAL ACTIVITIES
 
 Diamond Manufacturing Facilities -
 
 The Company set up its first factory for diamond production at Udhana,
 in 1993. The Company established second diamond cutting and polishing
 factory in Varachha in 2006 (100 % EOU) but now EOU status has been
 expired and established a unit in SEZ.
 
 Green Energy Division (Wind Energy) -
 
 The Company started the activities related to its Green Energy
 Division, by setting up Wind farm businesses at Sangli, Maharashtra in
 2006 and Kutch, Gujarat in 2007.
 
 The company has invested Rs. 68 Crores in the Green Energy in the state
 of Maharashtra and Gujarat. In the year 2005-06, the Company has
 installed eight Wind Turbine Generators (WTGs) each of 1.25 MW, total
 having 10 MW in the state of Maharashtra for sale of energy to MSEDCL.
 Further, in the year 2007-08, company has installed two Wind Turbine
 Generators (WTGs) each of 1.50 MW, total having 3.00 MW in the state of
 Gujarat for the captive consumption (Wheeling) for its units at, Udhana
 & Varachha in Surat.
 
 SUBSIDIARY COMPANIES
 
 The Company has various domestic and international subsidiaries and
 step-down subsidiaries:
 
 1) C. Mahendra International Limited
 
 2) C.  Mahendra BVBA, Antwerp (Belgium),
 
 3) C.  Mahendra DMCC Dubai UAE,
 
 4) C. Mahendra International Limited, Mauritius,
 
 5) International Gems and Jewellery FZE,
 
 6) AL DASPA Gems and Jewellery FZE,
 
 7) Ciemme Jewels Limited
 
 8) C. Mahendra USA Inc.,
 
 9) C. Mahendra Exports (HK) Limited,
 
 CONSOLIDATED FINANCIAL STATEMENTS
 
 As the audit of the International Subsidiaries of the Company has not
 been completed, hence, the Consolidated Financial Statements are not
 annexed.
 
 CHANGE IN THE NATURE OF BUSINESS, IF ANY
 
 During the year, there was no change in the nature of business.
 
 FINANCE
 
 The Company is availing Working Capital requirements from the
 Consortium of 14 Bankers and has obtained adequate finance during the
 year under review. The debt is secured by immovable properties, current
 assets and others. The banks have classified the loans given to the
 Company as NPA.
 
 DIVIDEND
 
 Due to losses during the year under review, the directors regret their
 inability to declare any dividend for the year under review.
 
 SHARE CAPITAL
 
 ISSUE OF SHARES ON CONVERSION OF SHARE WARRANTS
 
 Bennett, Coleman & Co. Ltd have opted to convert the share warrant
 issued in their favour into 5,67,780 fully paid up equity shares. The
 same were converted, allotted and listed on the stock exchanges.
 
 ISSUE OF BONUS SHARES
 
 Further, the Company declared Bonus Shares in the ratio 1:1 to the
 Equity Shareholders of the Company. The Bonus shares allotted to the
 promoters are yet to be listed on the stock exchanges. Exchange have
 imposed penalty for delay in compliance of Clause 41 of the Listing
 Agreement.
 
 LISTING ON STOCK EXCHANGES
 
 The Shares of the Company continue to be listed on BSE Limited and
 National Stock Exchange of India Limited both having nationwide
 terminals.
 
 The shares of the Company have been delisted from MCX-SX.
 
 FIXED DEPOSITS
 
 The Company has not accepted any public deposits
 
 during Fiscal 2015.
 
 DIRECTORS APPOINTMENT
 
 1.  Ms. Bindya Vasani (DIN: 03636726) and Mr. Diwakar Singh (DIN:
 07255277) were appointed as Non-Executive Independent Directors of the
 Company. Ms. Bindya Vasani is also the Women Director of the Company,
 pursuant to clause 49 (II) (A) (1) of Listing agreement and Section 149
 of the Companies Act, 2013 w.e.f. 20th June, 2015.
 
 The Company has received Notices in writing from a Member alongwith
 requisite deposits of money proposing the aforesaid two directors to
 the office of Directors under the Section 160 of the Companies Act,
 2013.
 
 The Board recommends their appointment as Independent Directors of the
 Company, not liable to retire by rotation. Necessary resolutions for
 obtaining approval of the Members in respect of the above appointments
 have been incorporated accompanying notice of Annual General Meeting.
 
 2.  Appointed Mr. Chetan N. Bafna (06968721) as Non-Executive
 Independent director of the company w.e.f. 13th November, 2014.
 
 3.  Appointed Mr. Swapnil T. Dafle as the Company Secretary and
 Compliance officer (Key Managerial Personnel of the Company), w.e.f.
 7th May, 2014.
 
 4.  Resignation of Mr. Kailashchandra C. Chaudhary, Non-Executive
 Independent director, from the directorship of the Company w.e.f. 8th
 June, 2014 and the same accepted by the board.
 
 5.  Resignation of Mr. Sandeep M. Shah, Whole time director from the
 directorship of the Company w.e.f. 29th December, 2014 and the same
 accepted by the board.
 
 6.  Resignation of Mr. Vittala. S. Hegde, Non-Executive Independent
 director, from the directorship of the Company w.e.f. 18th September,
 2014 and the same accepted by the board.
 
 7.  Resignation of Mr. Ashish Kumar Shrivastava, Company Secretary and
 Compliance officer (KMP) from the Company w.e.f 31st March, 2014 and
 the same accepted by the board.
 
 ROTATION
 
 No Directors are liable to retire by rotation in the ensuing Annual
 General Meeting.
 
 INSURANCE
 
 The Properties and Assets of the Company are adequately insured.
 
 PUBLIC DEPOSITS
 
 During the year, the Company has not accepted any deposit.
 
 RELATED PARTY TRANSACTIONS
 
 All contracts/ arrangements/ transactions entered by the Company during
 the financial year with related parties were on an arm''s length basis,
 in the ordinary course of business and were in compliance with the
 Section 188 of the Companies Act, 2013 read with Rule 15 of Companies
 (Meeting of Board and its Powers) Rules, 2014 and the Clause 49 of the
 Listing Agreement. There are no materially significant Related Party
 Transactions made by the Company with Promoters, Directors, Key
 Managerial Personnel or other designated persons which may have a
 potential conflict with the interest of the Company at large.
 
 A statement of all Related Party Transactions is placed before the
 Audit Committee for its review
 
 The Company has adopted a Related Party Transactions Policy and is
 uploaded on the Company''s website There have been no materially
 significant related party transactions between the Company and
 Directors, the management, subsidiaries or relatives.
 
 During the Fiscal 2015 there are no material transactions between the
 Company and the related parties as defined under Clause 49 of the
 Listing Agreement. Further, all transactions with related parties have
 been conducted at an arm''s length basis and are in ordinary course of
 business. Accordingly there are transactions that are required to be
 reported in Form AOC-2 and as such form annexure I in Director''s
 Report.
 
 PARTICULARS OF EMPLOYEES
 
 The Company does not have any employee/Director who is in receipt of
 remuneration aggregating to the sum prescribed in Section 197 of the
 Companies Act, 2013 (the Act) read with Rule 5 of the Companies
 (Appointment and Remuneration of Managerial Personnel) Rules, 2014
 
 The required disclosures with respect to Remuneration and other details
 are set out in Annexure - II to this Report. HUMAN RESOURCES
 
 The relations between the management and the employees generally
 remained cordial in the year under review. PARTICULARS OF LOANS,
 GUARANTEES OR INVESTMENTS BY THE COMPANY
 
 The details of Loans, Guarantees or Investments made during the year
 are given below:
 
 Sr.  Companies              Nature of   Loans   Guarantees   Investments
 No.                         Transaction
 
 1    C. Mahendra
      International           Investment     -           -      20128000
      Limited                 Capital
 
 2    C. Mahendra BVBA        Investment     -           -     616896799
                              Capital
 
 3    C. Mahendra DMCC        Investment     -           -       2560920
                              Capital
 
 4    Ciemme Jewels Limited   Investment     -           -     384000000
                              Capital
 
 5    C. Mahendra trading     Investment     -           -     374301301
                              Capital
 
 CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
 EARNINGS AND OUTGO
 
 The information on conservation of energy, technology absorption and
 foreign exchange earnings and outgo stipulated under Section 134(3) (m)
 of the Act, read along with Rule, 8 of the Companies (Accounts) Rules,
 2014, is Annexed III
 
 DIRECTORS'' RESPONSIBILITY STATEMENT
 
 Pursuant to Section 134 of the Companies Act, 2013 the Directors state
 that:
 
 a) In the preparation of the annual accounts, the applicable accounting
 standards have been followed along with proper explanation relating to
 material departures;
 
 b) Appropriate accounting policies have been selected and applied
 consistently and have 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 at March 31, 2015 and of the profit and loss of the
 Company for the year ended March 31, 2015;
 
 c) Proper and sufficient care has been taken for the maintenance of
 adequate accounting records in accordance with the provisions of the
 Companies Act, 2013 for safeguarding the assets of the Company and for
 preventing and detecting fraud and other irregularities;
 
 d) The annual accounts have been prepared on a going concern basis;
 
 e) Proper internal financial controls were followed by the Company and
 such internal financial controls are adequate and were operating
 effectively;
 
 f) Proper systems are devised to ensure compliance with the provisions
 of all applicable laws and that such systems are adequate and operating
 effectively.
 
 BOARD MEETINGS
 
 During the year under review, 12 (twelve) Board Meetings were convened
 and held. Details of the composition of the Board and its Committees
 and of the Meetings held and other relevant details are provided in the
 Corporate Governance Report.
 
 POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION AND OTHER DETAILS
 
 The Company''s policy on Directors'' appointment and remuneration and
 other matters provided in Section 178(3) of the Act has been disclosed
 in Corporate Governance Report, which forms part of Annual Report.
 AUDITORS Statutory Auditors
 
 The Auditors M/s R. H. Modi & Co. Chartered Accountants (Firm Reg. No.
 106486W), will retire at the conclusion of the forthcoming Annual
 General Meeting and are eligible for re-appointment. Members are
 requested to consider their re-appointment on such remuneration as may
 be mutually agreed to between the Statutory Auditors and the Board.
 
 Internal Auditors
 
 M/s V. A. Parikh & Associates, Chartered Accountants and M/s NSM &
 Associates, Chartered Accountants are the internal auditors of the
 Company.
 
 Cost Audit
 
 M/s Nanty Shah & Associates, were the Cost Auditors of the Company. The
 Company has been exempted from Cost Audit is not applicable to the
 Company vide MCA Circular and since then the Cost Audit has been
 discontinued.
 
 Secretarial Auditor
 
 M/s H.S Associates, Practicing Company Secretaries were appointed as
 Secretarial Auditor to conduct the Secretarial Audit of the Company for
 the Financial Year 2014-2015 pursuant to section 204 of the Companies
 Act, 2013 read with Rule 9 of the Companies (Appointment and
 Remuneration of Managerial Personnel) Rules, 2014. The Secretarial
 Audit Report is attached as ''Annexure IV''. The Secretarial Auditors
 Report for the financial year 2014-15, does not contain any
 qualification, reservation or adverse remark.
 
 VIGIL MEGHANISM/WHISTLE BLOWER POICY
 
 The Company has adopted a Whistle Blower Policy establishing a Vigil
 Mechanism that enables the Directors and Employees to report genuine
 concerns. The Vigil Mechanism provides for (a) adequate safeguards
 against victimization of persons who use the Vigil Mechanism; and (b)
 direct access to the Chairperson of the Audit Committee of the Board of
 Directors of the Company in appropriate or exceptional cases. The policy
 is on the website of the Company.
 
 CORPORATE SOCIAL RESPONSIBILITY The Board has constituted Corporate
 Social Responsibility (CSR) Committee under the Chairmanship of an
 Independent Director pursuant to the subsection (1) of Section 135 of
 Companies Act, 2013.
 
 The CSR Committee has formulated CSR Policy of the Company which is
 available on Company''s website -www.cmelgroup.com
 
 The Company has incurred loss in the year under review and due to the
 company turning into NPA; the Company is yet to initiate its CSR
 activities
 
 RISK MANAGEMENT
 
 The Company has devised and implemented a mechanism for risk management
 and has developed a Risk Management Policy. The Policy provides for
 creating a Risk Register, identifying internal and external risks and
 implementing risk mitigation steps. The policy is on the website of the
 Company.
 
 FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS
 
 The Company proactively keeps its Directors informed of the activities
 of the Company, its management and operations and provides an overall
 industry perspective as well as issues being faced by the industry.
 
 SEPARATE MEETING OF INDEPENDENT DIRECTORS
 
 There was one separate meeting of Independent Directors held on Friday
 27th March, 2015 and 2 (Two) Independent Directors were present i.e.
 Mr. Chetan Bafna (Chairman) and Mr. Prabodh N. Shah. In the Meeting the
 Independent Directors have reviewed the performance of the Chairman of
 the Company- Mr. Mahendra C. Shah and the performance of other Non
 Executive Directors and the Board as a whole. And assess the quality,
 quantity and timeliness of flow of information between the Company
 management. After review the Independent Directors were of the opinion
 that the performances of all company need to have more stronger to face
 the currant losses and commit to overcome in near future.
 
 CORPORATE GOVERNANCE
 
 Pursuant to Clause 49 of the Listing Agreement the Company has adopted
 most of the provisions of Clause 49 of the Listing agreement. A report
 on Corporate Governance along with a certificate from the Secretarial
 Auditor of the Company regarding the compliance of conditions of
 Corporate Governance and also the Management Discussion and Analysis
 Report are annexed to this report.
 
 DEPOSIT FROM PUBLIC
 
 The Company has not accepted any deposits from public and as such, no
 amount on account of principal or interest on deposits from public was
 outstanding as on the date of the balance sheet.
 
 REMUNERATION POLICY
 
 The Company has in place a Remuneration Policy for the Directors, Key
 Managerial Personnel and other employees, pursuant to the provisions of
 the Act and Clause 49 of the Listing Agreement, the same is annexed.
 Due to the ongoing losses and paucity of funds, the Promoter-Directors
 of the Company have foregone their salary.
 
 DECLARATION BY INDEPENDENT DIRECTOR
 
 Pursuant to Section 149(6) of the Companies Act, 2013 and Clause 49 of
 the Listing Agreement, the Independent Directors of the Company have
 given the declaration to the Company that they qualify the criteria of
 independence as required under the Act.
 
 BOARD EVALUATION
 
 Pursuant to the provisions of Companies Act, 2013 and clause 49 of the
 Listing Agreement, the Board has carried out annual performance
 evaluation of its own performance, the directors individually as well
 the evaluation of the working of its Audit, Nomination & Remuneration
 and Stakeholder committee, including the Chairman of the Board who were
 evaluated on parameters such as level of engagement and contribution
 and independence of judgment thereby safeguarding the interest of the
 Company. The performance evaluation of the Independent Directors was
 carried out by the entire Board. The performance evaluation of the
 Chairman and the Non Independent Directors was carried out by the
 Independent Directors. The Directors expressed their satisfaction with
 the evaluation process.
 
 REPORT ON SEXUAL HARASSMENT IN THE FINANCIAL YEAR
 
 In compliance with the Sexual Harassment of Women at Workplace
 (Prevention, Prohibition and Redressal) Act, 2013, the Company had
 constituted an Internal Complaints Committee for prevention and
 redressal of complaints of sexual harassment against women. The
 Committee comprises of the following members:-
 
 1.  Ms. Kalpana D Thakkar (Presiding Officer - Senior Employee)
 
 2.  Mr. Sanjay M. Masugade (Member - Human Resources & Administration)
 
 During the financial year, the Company has received NIL compliant
 
 EXTRACT OF ANNUAL RETURN
 
 The details forming part of the extract of the Annual Return in form
 MGT 9 is Annexure V herewith. COMMENT ON SECRETARIAL AUDITOR REPORT AND
 AUDITOR REPORT
 
 Secretarial Auditor Report and Auditor Report is self explanatory.
 
 ACKNOWLEDGEMENT
 
 Your directors would like to place on record their deep sense of
 gratitude to the Shareholders, Banks, Financial Institutions, valued
 customers and business associates, and various other
 government/semi-government agencies for all the guidance, co-operation,
 support and encouragement extended by them to the company.
 
 Your directors would also like to take this opportunity to gratefully
 appreciate the hard work and dedicated efforts put in by the employees
 and look forward to their continued contribution in future endeavors of
 the company.
 
                        For and On behalf of the Board of Directors
 
                                             Sd/-
 
 Date: 26/08/2015                    (Mahendra C. Shah)
 Place: Mumbai                             Chairman
 
 
Source : Dion Global Solutions Limited
Quick Links for cmahendraexports
Explore Moneycontrol
Stocks     A | B | C | D | E | F | G | H | I | J | K | L | M | N | O | P | Q | R | S | T | U | V | W | X | Y | Z | Others
Mutual Funds     A | B | C | D | E | F | G | H | I | J | K | L | M | N | O | P | Q | R | S | T | U | V | W | X | Y | Z
Copyright © e-Eighteen.com Ltd. All rights reserved. Reproduction of news articles, photos, videos or any other content in whole or in part in any form or medium without express written permission of moneycontrol.com is prohibited.