| TO THE MEMBERS,
SHANTIVIJAY JEWELS LIMITED
The Directors present their 42nd Annual Report and the Audited
Statement of Accounts for the year ended March 31, 2015.
1. FINANCIAL RESULTS / STATE OF AFFAIRS
(in Lakhs)
Stand alone for
the Company Consolidated
Particulars 2014-15 2013-14 2014-15 2013-14
Income from operations 6885.06 7317.82 9876.30 10125.58
Less : Expenses 6928.63 7146.48 9826.32 9822.76
Depreciation 46.08 63.16 50.52 71.61
Profit /(Loss) from operations
before other income and
finance costs (89.65) 108.18 (0.54) 231.21
Add: Other Income 52.08 108.36 52.07 108.22
Profit/(Loss) from ordinary
activities before finance costs (37.57) 216.54 51.53 339.43
Less: Finance Cost 78.32 76.99 78.32 76.99
Profit/(Loss) from ordinary
activities before tax (115.89) 139.55 (26.79) 262.44
Less: Tax expenses 2.70 46.67 2.70 46.67
Net profit/(Loss) from
ordinary activities after tax (118.59) 92.88 (29.49) 215.77
Net Profit/(Loss) for the
period (118.58) 92.88 (29.49) 215.77
Earnings Per Share (Rs.) s (3.95) 3.09 (0.98) 7.19
2. DIVIDEND / TRANSFER TO RESERVE(S)
In view of loss during the year, the Directors have not recommended any
dividend for the financial year under review. No amount is transferred
to any reserve.
3. DELISTING OF SHARES AND EXIT OFFER
As per the continuous listing requirements, Company was required to
increase its public shareholding to at least 25 percent in the manner
specified by SEBI latest by June 3,2013.
Your Company could not achieve the said minimum public shareholding and
SEBI had thus issued certain directions vide Order dated June 4, 2013
(the "Order") to the Company.
In order to comply with the said Minimum Public Shareholding, the
Promoters of the Company had made two Offers for Sale (OFSs) to the
public shareholders. However, public shareholding of 25 percent could
not be achieved.
In view of the above, the Promoters offered to acquire all the public
shareholding in the Company with a view to delist shares of the Company
from BSE Ltd. By public announcement dated November 15, 2014 which was
published on November 17, 2014 and Letter of Offer dated November 17,
2014, some of the Promoters made an offer to the public shareholders of
the Company to acquire their Equity Shares and consequently delist the
Company in accordance with the SEBI Delisting Regulations. By public
announcement dated December 10, 2014 which was published on December
11, 2014, the said Promoters accepted and offered to pay the price of Rs.
61/- per Equity Share determined under the reverse book-building
process as per the SEBI Delisting Regulations ("Exit Price"). Pursuant
to acquisition of the Equity Shares tendered by the Public Shareholders
in the Delisting Offer the said promoters along with other members of
Promoter/ Promoter Group of the Company currently hold 28,87,764 Equity
Shares representing 96.19% of the paid up equity shares capital of the
Company. Following the closure of the Delisting Offer, the Company,
applied for the delisting of its Equity Shares from the BSE Limited on
December 17, 2014. The trading in Equity Shares of the Company had been
discontinued on the BSE with effect from January 13, 2015 and the
Company is delisted from BSE records with effect from January 20, 2015
Delisting of the Equity Shares means that these shares cannot be traded
on the BSE and a liquid market for trading of the Equity Shares will no
longer be available.
In accordance with Regulations 21 of the SEBI Delisting Regulations,
the said Promoters have also provided a final exit opportunity to the
remaining Public Shareholders holding Equity Shares of the Company, to
tender their Equity Shares, for a period of 1(One) year at the Exit
Price at any time from January 28, 2015 till January 27, 2016 (the
"Exit Period"), on the terms and subject to the conditions set out in
this Offer Letter ("Exit Offer Letter") which has been dispatched to
all the public shareholders of the Company as on the Date of Delisting.
4. DETAILS OF MEETINGS OF THE BOARD AND COMMITTEES
During the year, 5(five) Board meetings were held on
29.05.2014, 29.07.2014, 30.09.2014, 30.10.2014 and
18.02.2015.
Details of attendance by each Director at the said Board meetings are
as under:
Name of Director (s) Board Meetings
attended during
FY 2014-15
Shri. Pradeep Kumar Godha 5
Shri. Anurag Godha 4
Shri. Ambuj A. Kasliwal 5
Shri. Apurva R. Shah 4
Shri. Jayant B. Shah 4
Shri. Tushar Mavani 4
Mr. Jeffrey K. Stern Nil
During the year, 4 (four) Audit Committee meetings were held on
29.05.2014, 29.07.2014, 30.09.2014 and 30.10.2014. Details of
attendance by each Director being member of this Committee are as
under:
Name of Committee Audit Committee
Member(s) Meetings attended
during FY 2014-15
Shri. Ambuj A. Kasliwal,
Chairman 4
Shri. Apurva Shah 3
Shri. J. B. Shah 4
During the year, 1(One) Nomination and Remuneration Committee (NRC)
meeting was held on 29.07.2014. Details of attendance by each Director
being member of this Committee are as under:
Name of Committee NRC Meetings
Member(s) attended during
FY 2014-15
Shri. Ambuj A. Kasliwal,
Chairman 1
Shri. Apurva Shah 1
Shri. Jayant Shah 1
Shri. Tushar Mavani 1
No meeting was held by Stakeholders' Relationship Committee during FY
2014-15.
5. CHANGE IN THE NATURE OF BUSINESS
There has been no change in the nature of business during the year
under review.
6. SUBSIDIARIES / ASSOCIATES / JOINE VENTURES
The Company has two subsidiary companies, namely, Shantivijay
International Limited, Mauritius with its one step down subsidiary,
Shantivijay Impex DMCC. There are no changes in subsidiaries. There are
no joint venture or associate companies.
In accordance with Section 129(3) of the Companies Act 2013,
consolidated financial statements of the Company and all its
subsidiaries are prepared, which form part of Annual Report. Further a
statement containing salient features of the financial statement of our
Subsidiaries in the prescribed format AOC-1 is included in the Report
as Annexure 'A' and forms as integral part of this Report. The
statement also provides the details of performance, financial position
of each of the Subsidiaries.
7. EXTRACT OF ANNUAL RETURN
The details forming part of the extracts of Annual Return in Form MGT-9
pursuant to the provisions of Section 92 read with Rule 12 of the
Companies(Management and administration) Rules, 2014 is furnished in
Annexure 'B' and forms an integral part of this report.
8. DIRECTORS
Shri Apurva Shah, Shri. Ambuj Kasliwal, Shri. Jayant Shah and Shri.
Tushar Mavani were appointed as Independent Directors for a period of
1(one) year with effect from 29th September, 2014.
In accordance with the provisions of the Companies Act, 2013, Shri.
Pradeep Kumar Godha, Managing Director, has offered to retire by
rotation and, being eligible, offers himself for reappointment.
9. KEY MANAGERIAL PERSONNEL
During the year 2014-15, Directors namely Shri Pradeep Kumar Godha and
Shri Anurag Godha were re-appointed as the Managing Director for a
period of 5 (five) years with effect from 1st September, 2014.
Ms. Saritha Shetty was appointed as the Chief Financial Officer (CFO)
of the Company with effect from 1st June, 2014.
10 DEPOSITS
The Company has not accepted any deposits covered under Chapter V of
the Act.
11. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT BY COMPANY
The details of Loans, Guarantees, and Investments covered under the
provisions of Section 186 of the Companies Act, 2013 are given in the
notes to the Financial Statement.
12. RELATED PARTY TRANSACTIONS
Particulars of related party transactions are given in prescribed Form
AOC-2 annexed as Annexure 'C'
13. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There are no significant / material orders passed by the Regulators /
Courts which would impact the going concern status of the Company and
its future operations except interim order from Securities And Exchange
Board of India (SEBI) passed on 14th August, 2014 in the matter of non-
compliance with the minimum public shareholding requirements.
14. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirement of Section 134(3)(c) of the Companies Act,
2013, your Directors confirm that:
a. in the preparation of the annual financial statements, the
applicable accounting standards have been followed along with proper
explanation relating to material departures, if any;
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 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 the 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. the directors had laid down internal financial controls to be
followed by the company and that such internal financial controls are
adequate and operating effectively; 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.
15. STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS
All Independent Directors have given declarations that they meet the
criteria of independence as laid down under Section 149(6) of the
Companies Act, 2013.
16. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
Your Company has maintained a proper and adequate system of internal
controls. This ensures that all Assets are safeguarded and protected
against loss from unauthorized use or disposition and that the
transactions are authorised, recorded and reported diligently. Your
Company's internal control systems commensurate with the nature and
size of its business operations.
17. PARTICULARS OF EMPLOYEES
There are no particulars to be disclosed under Rule 5(2) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014.
18. STATUTORY AUDITOR & AUDITOR'S REPORT
B. F. Chordia & Co., Chartered Accountants (Firm Regn. No.
FRN:101914W), Statutory Auditors of the Company hold office up to
conclusion of ensuing Annual General Meeting (AGM). As required under
Section 139(1) of the Companies Act, 2013, the Company is required to
appoint Auditors to hold office from conclusion of ensuing 42nd AGM
until the conclusion of 47th AGM, subject to ratification by members at
every AGM. The Company has obtained written consent and letter
confirming eligibility from B. F. Chordia & Co. Members are requested
to appoint Auditors and fix their remuneration.
There is no audit qualification, reservation, or adverse remark or
disclaimer in the Auditor's Report for the year under review.
19. CORPORATE SOCIAL RESPONSIBILITY (CSR)
CSR related provisions of the Companies Act, 2013 do not apply to the
Company as the Company does not meet profit, turnover or net worth
criteria prescribed in this regard.
20. DISCLOSURE ON WOMEN AT WORKPLACE
As required by the Sexual Harassment of Women at Workplace (Prevention,
Prohibition & Redressal) Act, 2013. The Company has formulated and
implemented a policy on prevention of sexual harassment at workplace
with a mechanism of lodging complaints. During the year under review,
no case was reported in this regard.
21. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
(A) Conservation of energy-
(i) Steps taken or impact on conservation of energy:
No specific steps are taken on conservation of energy.
(ii) Steps taken by the Company for utilizing alternative sources of
energy:
No specific steps are taken for utilizing alternative sources of
energy.
(iii) Capital investment on energy conservation equipments: Nil.
(B) Technology absorption-
(i) The efforts made towards technology absorption:
The Company keeps itself abreast of the technical developments in
Company's line of products world wide and tries to bring about
improvements in the product for better yield, quality and cost
effectiveness, etc.
(ii) The benefits derived like product improvement, cost reduction,
product development or import substitution:
As a result of above, the following benefits are achieved:
- Cost Reduction
- Achievement in precision & quality
- Use of indigenous equipment as import substitute.
(iii) In case of imported technology (imported during the last three
years reckoned from the beginning of the financial year): The Company
has not imported any technology
(iv) The expenditure incurred on Research and Development: Nil.
(C) Foreign exchange earnings and Outgo-
(Rs. in Lakhs)
2014-15 2013-14
Foreign Exchange earned 6292.84 6958.63
Foreign Exchange used: 1154.78 1150.13
22. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL
POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE
FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE
AND THE DATE OF THE REPORT:
No other material change and commitments affecting financial position
of the Company occurred between the end of financial year and the date
of this report.
23. RISK MANAGEMENT POLICY
The Company has not developed and implemented a formal risk management
policy for the Company. However, the Board of Directors periodically as
a part of its review of the business consider and discuss the external
and internal risk factors like markets related, foreign currency rate
fluctuations, supply/logistics related, debtors collections, Government
policy related matters that may threaten the existence of the Company.
24. ACKNOWLEDGEMENT
The Directors would like to place on record their appreciation for the
valuable co-operation extended to the Company by the employees of the
Company, Government Departments, Bankers, Suppliers, Customers and
Investors at large for their continuous support to the Company.
FOR AND ON BEHALF OF THE BOARD
Sd/-
Place: Mumbai PRADEEP KUMAR GODHA
Dated: 05.08.2015 CHAIRMAN & MANAGING DIRECTOR
DIN- 00008194 |