To
The Members, Tara Jewels Limited
Your Directors take pleasure in presenting their 17th Annual Report on
the business and operations of the Company together with audited financial statements for
the year ended March 31, 2018.
FINANCIAL RESULTS
|
|
|
|
in Crores |
Particulars |
Standalone |
Consolidated |
|
FY 2017-18 |
FY 2016-17 |
FY 2017-18 |
FY 2016-17 |
Total Income |
442.35 |
1197.00 |
845.17 |
1557.85 |
Total Expenditure |
557.93 |
1210.96 |
957.79 |
1562.33 |
Profit/(Loss) Before Tax |
(713.68) |
(13.96) |
(710.72) |
(4.48) |
Less: Tax |
9.10 |
(2.14) |
10.18 |
0.14 |
Net Profit /(Loss) For Year |
(722.76) |
(11.82) |
(720.90) |
(4.62) |
Earnings Per Share (EPS) |
(293.54) |
(4.80) |
(292.78) |
(1.88) |
PERFORMANCE REVIEW
Standalone:
During the year under review, the Company earned a total revenue of
Rs.442.35 crores against Rs.1197 crores in the Previous Year. The net loss after Tax
suffered by the Company for the year under review was Rs.722.76 crores against the
Net Loss after Tax of Rs.11.82 crores achieved by the Company in the previous
Financial Year.
Consolidated:
During the year under review, the Company earned a total revenue of
Rs.845.17 crores against Rs.1557.85 crores in the Previous Year. The net loss after Tax
suffered by the Company for the year under review was Rs.720.90 crores against the Net
Loss After Tax of Rs.4.62 crores achieved by the Company in the previous Financial Year.
MANAGEMENT DISCUSSION AND ANALYSIS
As per SEBI (Listing Obligations and Disclosures Requirements)
Regulations, 2015, a detailed Management Discussion and Analysis Report is presented in a
separate section as part of this annual report.
DIVIDEND & RESERVES
In view of the loss incurred by the Company, the Directors do not
recommend dividend on the Equity Share Capital of the Company for the Financial Year ended
March 31, 2018. No amount has been transferred to reserve during the financial year under
review.
SHARE CAPITAL
The paid up share capital of the Company as on March 31, 2018 stood at
Rs.246,228,500/-. During the year under review the Company has not issued any shares nor
has granted any stock option or sweat equity. None of the directors of the company hold
instruments convertible into equity shares of the company.
EMPLOYEES STOCK OPTION SCHEME
Particulars of Employee Stock Options are given in "Annexure
A" to this report.
SUBSIDIARY COMPANIES AND THEIR PERFORMANCE / FINANCIAL POSITION
The Subsidiaries and Step down Subsidiaries of the Company as on March
31, 2018 are as follows:
Subsidiary Companies:
Tara (Hong Kong) Limited Tara Jewels Holdings Inc
Step Down Subsidiaries:
Tara China Jewelry Limited- Subsidiary of Tara (Hong Kong) Limited
Fabrikant Tara International, LLC- Subsidiary of Tara Jewels Holdings Inc
In accordance with Section 129 (3) of the Companies Act, 2013 and
Indian Accounting Standards, the Company has prepared the Consolidated Financial
Statements of the Company and all its subsidiaries, which forms part of this Annual
Report.
The Statement in form AOC-1(Annexure B) containing salient
features of the financial statements of Company's Subsidiaries is attached to this
report.
DIRECTORS
a. The current policy is to have an appropriate mix of Executive,
Non-Executive and Independent Directors to maintain the independence of the Board, and
separate its functions of governance and management. The Board consists of 5 members, 2 of
whom are Executive or Whole-time Directors, and 2 are Independent Directors and 1 is a
Nominee Director as on 31st March, 2018. The Board periodically evaluates the need for
change in its composition and size.
Changes in the Constitution of the Board taken place during the year
2017-18 and upto the date of this Report are mentioned hereunder.
CHANGES IN CONSTITUTION OF BOARD
The following changes have taken place in the Board of Directors/Key
Managerial Personnel of the Company during the year 2017-18 and upto the date of this
Report:
Name |
Designation |
Appointment |
Resignation |
Date Of Appointment/ Resignation |
|
|
|
|
|
1 Mr. Rakesh Kalra |
Director |
- |
YES |
May 29, 2017 |
2 Mr. Stuart Marcus |
Director |
- |
YES |
May 29, 2017 |
3 Mr. Jeffrey Shlakman |
Director |
- |
YES |
May 29, 2017 |
4 Mr. Vishnu Prakash Garg |
Chief Financial Officer |
- |
YES |
May 29, 2017 |
5 Mr. Sanjay Sethi |
Chief Financial Officer |
YES |
- |
June 20, 2017 |
6 Mr. Nikkhil Vaidya |
Director |
- |
YES |
August 4, 2017 |
7. Mr. Shanti Saroop Khindra |
Director |
- |
YES |
August 10, 2017 |
8 Mr. Vishnu Prakash Garg |
Executive Director |
- |
YES |
August 10, 2017 |
9 Mr. Ravindran M.P |
Executive Director |
- |
YES |
August 10, 2017 |
10 Mr. Sanjay Sethi |
Executive Director |
YES |
- |
August 10. 2017 |
11 Ms. Priyanka Agarwal |
Independent Director |
YES |
- |
November 29, 2017 |
12 Mr. Rajiv Jain |
Director |
- |
YES |
February 23, 2018 |
13 Mr. Sanjay Sethi |
Executive Director |
- |
YES |
May 1, 2018 |
14 Mr. Sanjay Sethi |
Chief Financial Officer |
- |
YES |
May 1, 2018 |
15 Ms. Priyanka Agarwal |
Independent Director |
- |
YES |
May 30, 2018 |
16 Ms. Disha Tulsiani |
Chief Financial Officer |
YES |
- |
May 29, 2018 |
17 Ms. Disha Tulsiani |
Executive Director |
YES |
- |
May 29, 2018 |
Declaration by Independent Directors
The Company has received necessary declaration from each Independent
Director under Section 149(7) of the Companies Act, 2013, that he/she meets the criteria
of Independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013
and Regulation 16(1) (b) of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015.
b. Board/ Committee Meetings:
During the year under review, four meetings of the Board took place.
Details of Board Meetings and Committee Meetings have been provided in the Corporate
Governance Report that forms part of this Annual Report. The intervening gap between any
two Board Meetings was within the period prescribed by the Companies Act, 2013.
Board Meeting dates are finalized in consultation with all directors
and agenda papers backed up by comprehensive notes and detailed background information are
circulated well in advance before the date of the meeting thereby enabling the Board to
take informed decisions. A detailed presentation is also made to apprise the Board of
important developments in industry, segments, business operations, marketing, products
etc.
c. Familiarization Programme with Independent Directors:
Pursuant to provisions of SEBI (Listing and Disclosures Requirements)
Regulations, 2015, during the year under review the Company prepared and pursued the
Familiarization Programme for Independent Directors as hosted on Company's website at
www.tarajewels.in (Weblink:
www.tarajewels.in/investorrelations/corporategovernance/policies)
d. Performance Evaluation:
The Board of Directors has carried out an annual evaluation of its own
performance, Board Committees and individual Directors pursuant to the provisions of the
Act and the Corporate Governance requirements as prescribed by SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations").
The performance of the Board was evaluated by the Board after seeking
inputs from all the Directors and Senior Managerial Personnel. The performance of the
Committees and effectiveness of Committee Meetings was evaluated by the Board after taking
into consideration the inputs provided by the Committee Members.
The Board and the Nomination and Remuneration Committee reviewed the
performance of the individual Directors on the basis of Nomination and Remuneration Policy
laid down by the said committee and approved by the Board.
In a separate meeting of Independent Directors, performance of
Non-Independent Directors, performance of the Board as a whole and performance of the
Chairman was evaluated taking into account the views of Executive Directors and
Non-Executive Directors. The same was considered by the Board of Directors at its meeting.
e. Policy for Selection, Appointment and Remuneration of Directors/Key
Managerial Personnel/Senior Management Personnel including Criteria for their performance
evaluation:
The Company has adopted a policy titled as "Nomination &
Remuneration Policy" which interalia includes Company's policy on Board
Diversity, selection, appointment and remuneration of directors/Key Managerial
Personnel/Senior Management Personnel, criteria for determining qualifications, positive
attributes, independence of a director and criteria for performance evaluation of the
Directors.
The Nomination & Remuneration Policy as approved by the Board is
attached as Annexure "C" to the Board's Report and also uploaded on
the Company's website www.tarajewels.in and details of criteria laid down and the
Remuneration Policy are given in the Corporate Governance Report.
AUDIT COMMITTEE
The Details pertaining to the composition of the Audit Committee are
included in the Corporate Governance Report, forming a part of this report.
During the year 2017-18, there were no instances, where the Board of
Directors did not accept the recommendations of the Audit Committee.
VIGIL MECHANISM
The Company has established a vigil mechanism/Whistle Blower Policy and
oversees through the Audit Committee for expressing genuine concerns by the employees and
other Directors. The Company has also provided adequate safeguards against victimization
of employees and Directors who express their concerns. The Company has also provided to
any complainant to have direct access to the Chairman of the Audit Committee. The Vigil
Mechanism Policy of the Company is placed on Company's website i.e.www.tarajewels.in.
(Weblink:
www.tarajewels.in/investorrelations/corporategovernance/policies)
AUDITORS
a. Statutory Auditors
M/s GMJ & Co (Firm Registration No. 103429W) as the Statutory
Auditors of the Company for a period of 5 years, to hold office from the conclusion of AGM
held on September 28, 2017 till the conclusion of the twenty-first AGM to be held in the
year 2022.
Board's Explanation to the remarks of Auditors:
1. As regards Statutory Auditor's remark for not depositing
undisputed statutory dues with prescribed authorities within prescribed time, the Board is
making its best efforts to be regular in depositing undisputed statutory dues.
2. As regards deficit of 1 Independent Director on the Board, best
efforts are being made to identify a suitable candidate for appointing Independent
Director.
3. The notes to the accounts and other observations referred to by the
auditors in their report are self explanatory and do not call for any further
explanation/clarification by the Board.
b. Secretarial Auditor
M/s K.C Nevatia, Practicing Company Secretaries, was appointed to
conduct the Secretarial Audit of the Company for the financial year 2017-18, as required
under Section 204 of the Companies Act, 2013 and rules made thereunder.
The Secretarial Audit report for Financial year 2017-18 forms part of
Annual Report as Annexure D to the Board's Report.
Qualification in Secretarial Audit Report:
1. The Company is not regular in depositing statutory dues i.e.
Provident funds, ESI, Profession Tax with concerned authority.
2. There is a shortfall of One Independent Director in the composition
of Board and consequently the composition of the Audit Committee, Stake holders
Relationship Committee and Nomination and Remuneration Committee have not been constituted
in accordance with the provisions of the Companies Act, 2013 and SEBI (LODR) Regulations,
2015.
Board's Explanation:
1. The Board is making efforts to be regular in depositing the
statutory dues.
2. The Board is making its best effort to identify a suitable candidate
for appointing Independent Director.
c. Cost Auditor
Cost Auditor is not required to be appointed by the Company since it is
located in a SEZ Zone, as per the circular issued by the Ministry in this regard.
INTERNAL CONTROL SYSTEM AND COMPLIANCE FRAMEWORK
The Company has strong internal control framework which includes level
controls, whistle blower policy, rigorous management reviews and MIS and strong internal
audit mechanism. There are robust financial control processes with appropriate checks and
balances, defined policies and procedures to ensure reasonable assurance with regard to
financial information. Process controls deployed ensure adherence to policies and
procedures, efficiency in operations and reduce risk of frauds.
The rigorous internal controls, management oversees results, thorough
review of internal audit reports by the Audit Committee and implementation of action plans
makes the internal financial controls strong in the Company.
RISK MANAGEMENT
The Board of Directors has constituted Risk Management Committee
constituting directors and non-director members. The Board based on the recommendations of
the Risk Management Committee has also adopted "Risk Management Policy" of the
Company which is hosted on Company's website at www.tarajewels.in.
The Committee through its Risk Council shall assess critical and
non-critical risks, viz., Strategic, Operational, Financial, Regulatory compliance and
risk management plan would be prepared for identifying and mitigating risks in each
identified area. Your Company continues to attach a high degree of importance to this area
and shall ensure that necessary Risk Mitigation Process is in place for each identified
risk area at all times.
RELATED PARTY TRANSACTIONS
All the transactions with related parties are in the ordinary course of
business and on arm's length basis; and the details of material related party
transactions or arrangements have been furnished in Form AOC-2(Annexure E) is
attached to this report.
All the Related Party Transactions entered during the year under review
are set out under notes to accounts to the Financial Statements.
The policy on Related Party Transactions as approved by the Board is
uploaded on the Company's website at Weblink:
www.tarajewels.in/investorrelations/corporategovernance/policies
None of the Directors has any pecuniary relationships or transactions
vis--vis the Company except by way of remuneration paid to the Whole - time Director and
sitting fees paid to other Non-Executive Directors. The Managing Director has not drawn
any remuneration from the Company during the financial year under review.
MANAGERIAL REMUNERATION AND PARTICULARS OF EMPLOYEES
The information required under section 197 (12) of the Companies Act,
2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 is not being sent along with this Report to the Members of the
Company as per the provision of Section 136 of the Companies Act, 2013. Members who are
interested in obtaining these particulars may write to the Company Secretary at the
Registered Office of the Company. The aforesaid Annexure is also available for inspection
by Members at the Registered Office of the Company, 21 days before the 17th Annual General
Meeting during the business hours on working days.
LOANS, GUARANTEES OR INVESTMENTS
Details of Loans, Guarantees and Investments, if any covered under the
provisions of Section 186 of the Act are given in the notes to the Financial Statements
CORPORATE SOCIAL RESPONSIBILITY
Pursuant to the provisions of Section 135 of the Act, read with CSR
Rules, the Company has constituted CSR Committee and formulated CSR Policy.
A Board level committee has been constituted consisting of the
following members as on date of this report:
Name |
Designation |
Mr. Rajeev Sheth |
Chairman and Member |
Ms. Fern Mallis |
Member |
Ms. Disha Tulsiani * |
Member |
* Ms. Disha Tulsiani was appointed as an Executive Director and as a
Member of Committee w.e.f May 29, 2018.
Mr. Sanjay Sethi was appointed as an Executive Director and as a Member
of the Committee w.e.f August 10, 2017 and resigned from the Board and consequently as a
member of Committee w.e.f May 1, 2018,
Initiative Taken:
The Company has not made any expenditure on CSR activities during the
financial year under review as the Company is still exploring the appropriate project in
which the CSR expenses can be made so as to provide the maximum benefit to the society at
large.The Company intends to contribute the money for CSR activities as soon as the
appropriate area is identified.
DEPOSITS
During the year 2017-18, the Company did not accept any deposit from
public.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There are no significant and material orders passed by the regulators
or courts or tribunals impacting the going concern status and Company's operations in
future.
EXTRACT OF ANNUAL RETURN
The extract of the Annual Return pursuant to the sub-section (3) of
Section 92 of the Companies Act, 2013 prepared in form MGT 9 is annexed herewith as
"Annexure F".
DIRECTORS' RESPONSIBILITY STATEMENT
The financial statements are prepared in accordance with the Generally
Accepted Accounting Principles (GAAP) under the historical cost convention on accrual
basis except for certain financial instruments, which are measured at fair values. GAAP
comprises mandatory accounting standards as prescribed under Section 133 of the Companies
Act, 2013 (the Act'), read with Rule 7 of the Companies (Accounts) Rules, 2014,
the provisionsof the Act (to the extent notified) and guidelines issued by the Securities
and Exchange Board of India (SEBI). There are no material departures from prescribed
accounting standards in the adoption of these standards.
To the best of their knowledge and belief and according to the
information and explanations obtained by them, your Directors make the following
statements in terms of Section 134(3)(c) and 134 (5) of the Companies Act, 2013:
a) in the preparation of the annual accounts for the financial year
ended March 31, 2018, the applicable accounting standards have been followed along with
proper explanation relating to material departures, if any;
b) 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 of the loss of the company for that period;
c) the directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the provisions of this Act
for safeguarding the assets of the Company and for preventing and detecting fraud and
other irregularities;
d) the Directors have prepared the annual accounts on a going concern
basis;
e) the Directors have laid down internal financial controls, to be
followed by the company and that such internal financial controls are adequate and were
operating effectively; and
f) the directors have devised proper systems to ensure compliance with
the provisions of all applicable laws and such systems are adequate and operating
effectively.
CORPORATE GOVERNANCE
As per SEBI (Listing and Disclosures Requirements) Regulations, 2015 a
separate section on Corporate Governance practices followed by the Company is provided in
the Corporate Governance section of the Annual Report. The certificate from practising
Company Secretary on compliance with the condition of corporate governance of Listing
Regulation is given in Annexure G of this Report.
ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
(a) CONSERVATION OF ENERGY:-
The Company is very much conscious of conservation of energy and all
measures are being taken to minimize the consumption of energy wherever possible.
(b) TECHNOLOGY ABSORPOTION:-
The Company has not acquired any technology during the Financial Year
under review. The efforts for research and development is an ongoing process throughout
the year.
(c) FOREIGN EXCHANGE EARNING & OUTGO:-
Forms part of Notes to Accounts of Financial Statement.
MATERIAL CHANGES AND COMMITMENT IF ANY EFFECTING THE FINANCIAL POSITION
OF COMPANY WHICH HAVE OCCURRED BETWEEN THE FINANCIAL YEAR END OF THE COMPANY TO WHICH
FINANCIAL RESULTS RELATE
Except as disclosed elsewhere in this report, there have been no
material changes and commitments which can affect the financial position of the Company
occurred between the end of the financial year of the Company and date of this report.
CHANGES IN NATURE OF BUSINESS AND REVISION IN THE BOARD'S REPORT
There are no changes in nature of business and also revision in the
Board's Report during the year.
HUMAN RESOURCE
Your Company firmly believes that employees are the most valuable
assets and key players of business success and sustained growth. Various employee
benefits, recreational and team building programmes are conducted to enhance employee
skills, motivation as also to foster team spirit. Company also conducts in house training
programmes to develop leadership as well as technical/functional capabilities in order to
meet future talent requirements. Industrial relations were cordial throughout the year.
POLICY ON PREVENTION OF SEXUAL HARASSMENT
The Company has a policy on prevention of Sexual Harassment in line
with the requirements of The Sexual Harassment of Women at Workplace (Prevention,
Harassment, Redressal) Act, 2013. The Committee has been set up to redress complaints
received regarding Sexual Harassment. All Employees (permanent, contractual, temporary,
trainees) are covered under this policy. During the year 2017-2018 no complaints were
received regarding sexual harassment
APPRECIATION
Your Directors place on record their sincere thanks and appreciation
for the confidence reposed and continued support extended by Central and State
Governments, Bankers, Customers, Suppliers and Shareholders. Your Board would like to
place on record its sincere appreciation to the employees at all levels for the dedicated
efforts and contribution in playing a very significant part in the Company's
operations.
For and on behalf of the Board of Directors
Sd/-
RAJEEV SHETH
Chairman and Managing Director (DIN: 00266460)
Place : Mumbai
Date : May 29, 2018
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