· 2015-09-22 · indian Jewellery industry The Gems and Jewellery sector in India plays a significant role in the Indian economy, contributing around 6-7 per cent of the country’s

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Shree Ganesh Jewellery House (I) Limited(Formerly known as Shree Ganesh Jewellery House Limited)

Annual Report 2014-15PB Annual Report 2014-15 1

Board of directorsMr. Nillesh Parrekh – ChairmanMr. Umesh Parekh – Managing Director(Ceased w.e.f. 30th May, 2015)Mr. Ashok Prakash SahniMr. Raman ChopraMrs. Arvinder Kaur SodhiMr. Pradeep Dhir

Chief Financial OfficerMr. Ashok Prakash Sahni

Company SecretaryMrs. Neha Jhunjhunwala

Board committeesAudit CommitteeMr. Raman Chopra - ChairmanMr. Ashok Prakash SahniMrs. Arvinder Kaur SodhiMr. Pradeep Dhir

Stakeholders Relationship CommitteeMr. Raman Chopra - ChairmanMr. Ashok Prakash SahniMr. Pradeep Dhir

Nomination and Remuneration CommitteeMr. Raman Chopra - ChairmanMrs. Arvinder Kaur SodhiMr. Pradeep Dhir

Allotment CommitteeMr. Pradeep Dhir - ChairmanMr. Raman ChopraMr. Ashok Prakash Sahni

Corporate Social Responsibility Committee (CSR)Mr. Ashok Prakash Sahni - ChairmanMrs. Arvinder Kaur SodhiMr. Raman Chopra

Risk Management CommitteeMr. Ashok Prakash Sahni - ChairmanMr. Raman ChopraMr. Pradeep Dhir

AuditorsM/s. Chaturvedi & PartnersChartered Accountants1/1, Meredith StreetKolkata-700 072

Bankers & financiers

Allahabad Bank

Axis Bank

Bank of Baroda

Bank of India

Bank of Maharashtra

Central Bank of India

Corporation Bank

Dena Bank

Dhanlaxmi Bank

EXIM Bank

IDBI Bank

Indian Overseas Bank

Karnataka Bank

Lakshmi Vilas Bank

Punjab National Bank

Sicom Limited

State Bank of Bikaner & Jaipur

State Bank of Hyderabad

State Bank of India

State Bank of Mysore

State Bank of Patiala

State Bank of Travancore

Syndicate Bank

The South Indian Bank Limited

UCO Bank

United Bank of India

offices

Registered Office

413, Vardaan Market

25A, Camac Street

Kolkata – 700 016

Ph: 033 3028 9188

Fax: 033 3022 5903

Email id: [email protected]

Website: www.sgjhl.com

CIN : L36911WB2002PLC095086

Factories

1. Manikanchan SEZ, Sector V, Saltlake, Kolkata - 700 091

2. Mouza Domjur, Sasthitala, Dist., Howrah - 711405

Corporate Information

STATUTORY REPORTS STANDALONE FINANCIALS CONSOLIDATED FINANCIALS

Annual Report 2014-152 Annual Report 2014-15 3

GloBal economic overviewThe global economy has grown at a modest pace of 3.40% for the financial year 2014-15, though this is comparatively better given the negative forecast of the world economy since the financial meltdown in 2008. It must be emphasized that the pattern of growth is largely uneven across geographies. The major push has come from U.S.A and the developing economies despite the Euro Zone performing poorly. The Euro area is still in early phases of recovery. Yet, despite the oil slump and the political instability in the whole of Middle East region, economies have continued to grow though at a moderate rate. Export outlook is cheerful given the fact that countries are seeing a rise in demand combated with increase in domestic consumption.

Global economic outlook projections Projections (%)2013 2014 2015 2016

World Output 3.30 3.30 3.50 3.70Advanced Economies 1.30 1.80 2.40 2.40United States 2.20 2.40 3.60 3.30Euro Area -0.50 0.80 1.20 1.40Japan 1.60 0.10 0.60 0.80United Kingdom 1.70 2.60 2.70 2.40Other Advanced Economies* 2.20 2.80 3.00 3.20Emerging and Developing Economies 4.70 4.40 4.30 4.70China 7.80 7.40 6.80 6.30

* (Excludes the G7 (Canada, France, Germany, Italy, Japan, United Kingdom, United States) and euro area countries)(Source: International Monetary Fund 2015)

indian economic reviewThe Indian economy grew the fastest since 2011 at 7.30% in FY 2014-15 which was in line with the advance estimates and marginally higher than the 6.90% recorded in the previous fiscal. But the main number to highlight was that the economy expanded by 7.50% in Q4 FY2014-15 which was better than the growth recorded by China. With the GDP numbers indicating a soft and gradual recovery and a general pickup in manufacturing activities (7.10% in FY 2014-15 as compared to 5.30% in FY2013-14), India is expected to gather pace and overtake China to be the fastest-growing emerging market in the current fiscal.The Indian economy has been one of the best performing emerging market economics due to a low inflation and shrinking trade deficit and current account deficits, largely aided by a substantial fall in crude and commodity prices, including gold, which are the major consumer of our foreign exchange reserves. Our foreign exchange reserves have risen to over USD 353 billion, owing to lower import bills for crude and gold and steady FII inflows into the debt and equity markets.Strong macro-economic factors such as India’s growing GDP (higher disposable income, lower inflation level leading to a likely rate cut cycle by the RBI (affordable pricing), a falling fiscal current account deficit and government’s continuous thrust of “Make in India” and reviving-up the domestic demand (making India a global manufacturing hub) provides an impetus for the growth of the economy and hence translates into an improved macro picture for India in the coming years.GloBal Jewellery industryU.S. currently accounts for the largest jewellery market in the world with more than half of its market being dominated by the diamond jewellery segment. Regionally, Asia Pacific holds the world’s largest jewellery market and is being driven largely by China and India which are the two largest consumers of gold in the world and also hold majority of the processing and manufacturing industry for jewellery. The global market is now witnessing an improvement in the jewellery sales overall and with the rising disposable incomes and changing lifestyles; the global jewellery market is set to experience a strong growth over the coming years. However, the market is still challenged by the large unorganized markets, particularly in the developing economies. According to ‘Global Gems and Jewellery Market Forecast & Opportunities, 2018’ the jewellery market worldwide has grown steadily over the last few years while it slowed down during the global economic recession but is likely to grow at a faster rate compared to the growth rate of past three years. The value of world’s jewellery market is expected to grow at the CAGR of over 5% over the next five years. The global market for jewellery is expected to surpass USD 257 Billion revenues by 2017. The market is predominantly driven by the Asia Pacific and the Middle Eastern markets, but U.S. continues to remain the dominant player in the industry.indian Jewellery industryThe Gems and Jewellery sector in India plays a significant role in the Indian economy, contributing around 6-7 per cent of the country’s GDP. One of the fastest growing sectors, it is extremely export oriented and labour intensive. The Government of India has declared the sector as a focus area for export promotion based on its potential for growth and value addition. The domestic gems and

Management Discussion and Analysis



jewellery industry had a market size of ` 2,51,000 crore (US$ 40.45 billion) in 2013, and has the potential to grow to ` 5,00,000–5,30,000 crore (US$ 80.59-85.43 billion) by 2018, according to a study by a leading industry body. The study also projected that the country’s gems and jewellery market could double in the next five years. The growth will be driven by a healthy business environment and the government’s investor friendly policies. India is deemed to be the hub of the global jewellery market because of its low costs and availability of high-skilled labour.India is the world’s largest cutting and polishing centre for diamonds, with the cutting and polishing industry being well supported by government policies. Moreover, India exports 95 per cent of the world’s diamonds, as per statistics from the Gems and Jewellery Export Promotion Council (GJEPC). The industry is projected to generate up to US$ 35 billion of revenue from exports by 2015.

India’s gems and jewellery sector has been contributing in a big way to the country’s foreign exchange earnings (FEEs). The Government of India has viewed the sector as a thrust area for export promotion. In FY 2014, India’s gems and jewellery sector contributed US$ 34,746.90 million to the country’s FEEs.

outlookCurrently, the jewellery market is majorly constituted by unorganised players which account for around 80% of the total market share. However, in the recent past, there has been an increasing consumer preference for branded and hallmarked jewellery with better quality and designs. With fast-changing consumer preferences and aggressive retail expansion by organised jewellery retailers, the market share of organised players has increased to around 20% in 2014 – up from sub 5% a decade ago. Furthermore, considering the vast untapped jewellery demand potential of non-metro cities, there is a vast scope for organised jewellery retailers with superior brand, product quality, designs and innovative marketing initiatives to undertake aggressive geographic expansion across India. The organised jewellery retailers are expected to continue to grow faster than the unorganised players, thereby gaining incremental market share.

risks and concernsGlobal economic slowdown, increase in raw material cost, volatility in currency, inability to maintain an operating environment, changes in the regulatory regime are few risks which may affect the anticipated growth in the industry.

internal control systemsThe Company’s internal audit system is geared towards ensuring adequate internal controls to meet the increasing complexity of business, for safeguarding the assets of the Company, identifying weaknesses and areas of improvement and to meet with all compliances. The Internal Auditors carry out audit in different areas of Company’s operations and the reports of the findings are reviewed periodically by the Audit Committee.

cautionary statementStatements in this report pertaining to the Company’s objectives, projections, estimates, exceptions and predictions are forward-looking statements subject to the applicable laws and regulations. These statements may be subject to certain risks and uncertainties. The Company’s operations are affected by many external and internal factors which are beyond the control of the management. Therefore, the actual position may differ from those expressed or implied. The Company assumes no obligation to amend or update forward-looking statements in future on the basis of new information, subsequent developments or otherwise.

Cut & Polished Diamond Exports (US$ billion)

Source : Gem and Jewellery Export Promotion Council (GJEPC)Note : P.Provisional;

Gems & Jewellery Exports (US$ billion)

Source : Gem and Jewellery Export Promotion Council (GJEPC)Note : P.Provisional;

2014-15(P)

2013-14

2012-13

2011-12

2010-11

2009-10

0 5 10 15 20 25 30

23.2

24.5

17.4

23.4

28.2

18.2

2014-15(P)

2013-14

2012-13

2011-12

2010-11

2009-10

0 10 20 30 40 50

36.2

35.0

39.2

43.2

43.0

29.4

Management Discussion and Analysis



Dear Shareholders,

Your Directors have pleasure in presenting the Thirteenth Annual Report of the Company, together with the audited statement of accounts for the financial year ended 31st March, 2015.

1. financial results(` in lacs)

For the year ended 31st March StandaloneYear ended 31st

March, 2015Year ended 31st

March, 2014Revenue from Operations 44,886.70 9,83,087.67Other Income 10,241.36 174.60Total Revenue/(Loss) 55,128.06 9,83,262.27Profit/(Loss) Before Interest, Depreciation and Tax 7,629.61 (47,052.49)Less: Depreciation/amortization 1,033.51 2,242.51Less: Interest and finance charge (Net) 31,317.33 28,827.70Profit/(Loss) Before Exceptional Items & Tax (24,721.23) (78,122.70)Exceptional Item - 39,059.14Profit/(Loss) Before Tax (24,721.23) (1,17,181.84)Provision for taxes 51,316.10 (39,994.82)Profit/(Loss) After Tax (76,037.33) (77,187.02)Surplus at the beginning of the year 25,396.23 1,00,333.74Amount available for Appropriation (50,641.10) 23,146.72

2. review of operations and state of company’s affairs The Company’s total revenue was ` 55,128.06 lacs for the year ended 31st March, 2015 as compared to ` 9,83,262.27 lacs for

the previous year. Your Company registered a loss after tax of ̀ 76,037.33 lacs for the year ended 31st March, 2015 as compared to a loss of ` 77,187.02 lacs incurred in the previous financial year.

3. material chanGes and commitments No material changes and commitments have occurred from the close of the financial year till the date of this Report, which

affects the financial position of the Company.4. dividend In view of the loss for the current financial year, your Directors do not recommend any dividend for the financial year ended 31st

March, 2015.5. transfer to reserves The Company is not statutorily required to transfer any amount to the General Reserve, as no dividend has been recommended

for the financial year 2014-15.6. consolidated financial statement In accordance with the Companies Act, 2013 (“the Act”) and Accounting Standard (AS) - 21 on Consolidated Financial

Statements read with AS - 23 on Accounting for Investments in Associates and AS - 27 on Financial Reporting of Interests in Joint Ventures, the audited consolidated financial statement is provided in the Annual Report.

7. SUBSIDIARY/ASSOCIATE/JOINT VENTURE COMPANIES Easy Fit Jewellery Limited, Sumit Jewels Private Limited, Gaja Finance Private Limited, Gaja Fincorp Private Limited (formerly

known as Veeyu India Private Limited), Alex Mercury Power Private Limited, Shree Ganesh Jewellery House FZE, Shree Ganesh Jewellery House (Singapore) Pte Ltd. and Shree Ganesh Jewellery House (Ghana) Limited continued to be wholly owned subsidiaries of the Company and Gaja Retail Private Limited (formerly known as Gokul Jewellery House Private Limited) continued to be a subsidiary of the Company.

Further, Shree Ganesh Jewellery House DMCC, Shirdi Commodities Private Limited, Shirdi Commosale Private Limited, Kamalraj Merchandise Private Limited and Chaturbhuj Vyapaar Private Limited continued to be step down subsidiaries of the Company. Further, Shree Ganesh Jewellery House (HK) Limited was incorporated as a wholly owned subsidiary of Shree Ganesh Jewellery House (DMCC) on 15th August, 2014.

Directors’ Report



Directors’ Report Further, Oroitalia Chains Pvt. Ltd. also continued to be a Joint Venture of your Company whereas Alex Astral Power Pvt. Ltd.,

Alex Spectrum Radiation Pvt. Ltd. and Alex Green Energy Pvt. Ltd. continued to be Associate companies during the year under review.

In line with Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, the Listing Agreement with the Stock Exchanges and in accordance with the Accounting Standard 21 (AS-21), Consolidated Financial Statements prepared by your Company include financial information of its subsidiary Companies. Further, a report on the performance and financial position of each of the subsidiaries, associates and joint venture companies included in the Consolidated Financial Statements prepared by your Company as per Rule 8(1) of the Companies (Accounts) Rules, 2014, forms part of a separate statement in Form AOC-1.

The financial statements of the subsidiary companies and related information are available for inspection by the members at the Registered Office of your Company during business hours on all working days, except Saturdays, Sundays and public holidays, between 11.00 a.m. and 1.00 p.m. upto the date of the Annual General Meeting (AGM) as required under Section 136 of the Companies Act, 2013. Any member desirous of obtaining a copy of the said financial statements may write to the Company Secretary at the Registered Office of your Company.

8. paid up capital The paid up Equity Share capital as at 31st March, 2015 stood at ` 7,190.65 lacs. During the year under review the Company has

not altered its share capital.9. listinG of equity shares Your Company’s equity shares are listed on National Stock Exchange of India Limited (NSE) and BSE Limited (BSE). Further, the

Non-Convertible Debentures of the Company are listed on the Debt segment of BSE Limited (BSE).10. human resources The Company has always given maximum importance for development of human resource, the vital asset responsible for

continued success of the Company. The Company’s relentless effort to improve the performance of the employees by sharpening and honing their knowledge, skill

and most importantly attitude continues to receive high priority. As on 31st March, 2015, our Company had 108 employees on its rolls. The Company wishes to put on record its deep appreciation for the co-operation and efforts of its employees for the betterment

of the organisation.11. CORPORATE SOCIAL RESPONSIBILITY (CSR) The Corporate Social Responsibility Committee (CSR Committee) of the Company has formulated the CSR Policy and the said

Policy is available on your Company’s website, the link to the Policy is provided elsewhere in the Annual Report. The required details as specified in Companies (Corporate Social Responsibility Policy) Rules, 2014 is appended as Annexure I

to the Directors’ Report. 12. code of conduct The Directors and Senior Management have affirmed compliance with the Code of Conduct for Directors and Senior Management

of the Company. A declaration to this effect has been signed by the Chairman and Whole-time Director and forms part of the Corporate Governance Report.

13. puBlic deposits The Company has not accepted any public deposits falling within the ambit of Section 73 of the Companies Act, 2013 and the

Companies (Acceptance of Deposits) Rules, 2014 and as such, no amount on account of principal or interest on public deposits was outstanding as on the date of the balance sheet.

14. particulars of employees Statement on the particulars of employees pursuant to Section 134(3)(q) and 197(12) read with Rule 5(2) of the Companies

(Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given in Annexure II to this Report and also forms part of the Annual Report.

15. PARTICULARS OF CONSERVATION OF ENERGY, TEChNOLOGY ABSORPTION, FOREIGN ExChANGE EARNINGS AND OUTGO The particulars of conservation of energy, technology absorption and foreign exchange earnings and outgo in accordance with

the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is annexed as Annexure III and forms part of this Report.



16. response to qualified opinion in the auditors’ report

A) The Statutory Auditors in their report to the Members, have given qualified opinion and the response of your Directors with respect to them are as follows:

Response to point no. (i) and (iii) - Fixed Deposit amounting to ` 3,031.08 lacs was pledged with Axis Bank against various fund and non fund based limit sanctioned by the bank. On the maturity of the fixed deposit, it was adjusted with the cash credit balance in the Company’s books as all the fund based and non fund based limits are debited to cash credit account. However, at the Bank’s end the matured amount was not adjusted in the cash credit account but was transferred to a separate account of the Bank and Bank is providing interest on the same. Your Company has taken up the matter with the bank and has requested for adjustment of the matured fixed deposit with respective sanctioned limit as per the sanction terms.

Response to point no. (ii) - Cash credit balance of Dhanalakshmi Bank as per Company’s book was ` 1,827.27 lacs and as per Bank confirmation was ` 1,918.86 lacs as the Bank had charged an excess amount of ` 91.59 lacs. Your Company had contested the excess amount claimed by the Bank in the Hon’ble High Court at Calcutta and had received a stay order on the excess claim made by the Bank.

Response to point no. (iv) – Note. No. 7 includes Short term borrowings of ` 44,655.46 lacs have not been confirmed as on 31st March, 2015. Your Company is in the process of obtaining confirmation as on 31st March, 2015. However, your Company has already obtained Bank Statement as on 31st March, 2015 to reconcile the same and the outstanding is since being reconciled.

B) The Statutory Auditors in their report to the Members, have stated “Emphasis of Matter” and the response of your Directors with respect to the same are as follows :

Response to point no. (a) – Various sales tax matters pertaining to assessment years 2006-07 to 2011-12 are pending at various stages with respective competent authorities. However, the Directors believe that these shall be in favour of the Company.

Response to point no. (b) – As explained in the “Emphasis of Matter” itself, although company has suffered significant operating losses during the year and is facing financial crunch with its inability to meet the financial obligations, your Company had applied for Composite Corporate Debt Restructuring with the banks to mitigate the above which was withdrawn by the banks in the consortium meeting held on 22nd January, 2015. The company had again requested for reconsideration of restructuring proposal by all the lenders. These facts have been disclosed in the notes by the management, in view of which, the accounts have been continued to be prepared under the going concern assumption. These facts have fully been disclosed in note No.51 and 54 of the Financial Statements.

C) The Statutory Auditors in their report to the Members on other legal and statutory reqiurements have provided their remarks as per Section 143(3) of the Companies Act, 2013 and the response of your Directors with respect to the same are as follows:

Response to point no. (2)(a) and (b) - The explanation on the same have been provided in Paragraph 1 and 3 of Point 16(A) of the Directors’ Report.

Response to point no. (2)(f) - The explanation of the same have been provided in Point 33(A) of the Directors’ Report.17. auditors

The auditors, M/s Chaturvedi & Partners, Chartered Accountants, having Registration No. 307068E allotted by the Institute of Chartered Accountants of India hold office till the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

Your Company has received a confirmation from M/s Chaturvedi & Partners, Chartered Accountants to the effect that their re-appointment, if made, would be within the limits prescribed under Section 139 of the Companies Act, 2013 and the Rules framed thereunder. The Audit Committee and the Board of Directors of your Company recommend the re-appointment of M/s Chaturvedi & Partners, Chartered Accountants, as the Auditors of your Company. Members are requested to consider their re-appointment as Auditors of your Company to hold office from conclusion of ensuing AGM until the conclusion of next AGM on remuneration to be decided by the Board of Directors based on recommendation of the Audit Committee of your Company.

18. ExTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form MGT-9, as required under Section 92(3) of the Companies Act, 2013, read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, is included as an Annexure iv to the Directors’ Report.

Directors’ Report



19. directors

During the year under review, Mrs. Sukla Mitra and Mr. Rezaul Haque, on the recommendation of the Nomination and Remuneration Committee of the Company, were appointed as Additional Directors (Category – Independent) on the Board of the Company w.e.f. 6th November, 2014 and 12th February, 2015 respectively and also resigned from the Company as Directors w.e.f. 13th April, 2015 on medical grounds.

Mr. Raman Chopra was appointed as an Additional Director (Category – Independent) of the Company w.e.f. 11th May, 2015 and Mrs. Arvinder Kaur Sodhi and Mr. Pradeep Dhir were appointed as Additional Directors (Category – Independent) w.e.f. 30th May, 2015. Further, during the year under review, Mr. Ashok Prakash Sahni, Chief Financial Officer of the Company, was appointed as Additional Director w.e.f. 11th May, 2015 and as a Whole-time Director w.e.f. 1st June, 2015 for a term of 11 months, subject to the approval of the shareholders, liable to retire by rotation.

Further, during the year under review, Mr. Raj Mohan Choubey resigned as a Director of your Company w.e.f. 29th September, 2014 due to unavoidable personal reasons. Further, EXIM Bank also withdrew the nomination of Mr. Lokesh Kumar as Director from the Board of the Company which was accepted w.e.f. 1st December, 2014. Mr. D. P. Mathur also ceased to be a Director of your Company on account of sad demise on 7th December, 2014. Further, Mr. Paban Singh Ingty resigned as a Director of your Company w.e.f. 9th April, 2015 on medical ground.

Mr. Paban Singh Ingty and Mr. Umesh Parekh are deemed to have vacated their office w.e.f. 9th April, 2015 and close of business hours of 30th May, 2015 respectively under Section 167(1)(a) of the Companies Act, 2013. Further, Mr. Nillesh Parrekh is liable to vacate office under Section 167(1)(a) of the Act w.e.f. 30th June, 2015, on termination of his term of office as Whole-time Director (designated as Executive Chairman).

The Board wishes to place on record its sincere appreciation of the contribution, advice and guidance extended by Mr. Raj Mohan Choubey, Mr. Lokesh Kumar, Mr. D. P. Mathur, Mr. Paban Singh Ingty, Mrs. Sukla Mitra, Mr. Rezaul Haque and Mr. Umesh Parekh during their tenure as Directors of your Company. The Company has received requisite notice in writing from members proposing Mr. Raman Chopra, Mrs. Arvinder Kaur Sodhi, Mr. Pradeep Dhir for appointment as Independent Directors and Mr. Ashok Prakash Sahni as a Director (Category – Executive).

In view of the reconstituency of the Board comprising of Additional Directors and Mr. Nillesh Parrekh (Chairman and Whole-time Director), non-rotational Director, none of the Directors retire by rotation at the ensuing AGM.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 and under Clause 49 of the Listing Agreement with the Stock Exchanges.

The brief resume / details relating to Directors who are to be appointed / re-appointed are furnished in the Notice of the ensuing AGM. The Board of Directors of your Company recommends the appointment of Mr. Ashok Prakash Sahni as Director and Whole-time Director, and Mr. Raman Chopra, Mrs. Arvinder Kaur Sodhi and Mr. Pradeep Dhir as Independent Directors.

20. key manaGerial personnel During the year under review, Mr. Ashok Prakash Sahni, being the Chief Financial Officer (CFO) of the Company was designated

as Key Managerial Personnel u/s 203 of the Companies Act, 2013 w.e.f. 30th May, 2014. Mr. Mukund Chandak resigned from the post of Company Secretary of the Company vide letter dated 1st October, 2014. Further, Mrs. Neha Jhunjhunwala, Associate Company Secretary bearing Membership No. A23732 and possessing requisite

qualifications was appointed as the Company Secretary and Key Managerial Personnel of your Company w.e.f. 15th January, 2015.

Mr. Umesh Parekh, Managing Director of the Company, vacated his office u/s 167(1)(a) of the Companies Act, 2013 w.e.f. the close of business hours of 30th May, 2015 and is appointed as a Chief Executive Officer (CEO) and Key Managerial Personnel of the Company u/s 203 of the Companies Act, 2013 w.e.f. 1st June, 2015.

21. Board meetinGs During the year under review, five Board Meetings were held on 30th May, 2014, 12th August, 2014, 21st October, 2014, 12th

November, 2014 and 12th February, 2015 in accordance with Section 173 of the Companies Act, 2013. Further, due to urgency of matters, resolutions were passed by circulation on 6th November, 2014 and 18th December, 2014 and confirmed in the subsequent Board Meetings.

22. VIGIL MEChANISM/WhISTLE BLOWER POLICY Pursuant to the Companies Act, 2013 and SEBI’s Circular dated 17th April 2014, the Board of Directors of your Company has

adopted the Vigil Mechanism/Whistle Blower Policy and the same is available on the website of the Company under the Investors Section, the link of which is provided elsewhere in the Annual Report.

Directors’ Report



23. audit committee The Audit Committee has been reconstituted in accordance with the terms of reference of Section 177 of the Companies Act,

2013 and Clause 49 of the Listing Agreement. The details of the Audit Committee are given in the Corporate Governance Report.

24. policy on directors’ appointment and remuneration The Company has a Nomination and Remuneration Committee (NRC) and the details of the Committee and terms of reference

are set out in the Corporate Governance Report forming part of the Director’s Report. The NRC has framed a Policy which lays down a framework in relation to appointment and remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. The weblink to the aforesaid Policy is provided elsewhere in the Annual Report.

25. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS Particulars of loans given, investments made, guarantees given and securities provided, if any, is furnished in Notes 12, 14, 19,

32 and 33 to the financial statement. 26. particulars of contracts or arranGements with related parties All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the

ordinary course of business and on an arm’s length basis. During the year, the Company had not entered into any contract/ arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 in Form AOC-2 is not required.

The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board is available on the website of the Company and the link to the same is provided elsewhere in this Annual Report.

27. risk manaGement The Company has in place a mechanism to identify, assess, monitor and mitigate various risks associated with the business.

Major risks identified by the business and functions such as financial risks, regulatory risks are reviewed and discussed at the Audit Committee and Board Meetings. A Risk Management Policy has also been formulated and adopted by the Board.

28. SIGNIFICANT AND MATERIAL ORDERS PASSED BY ThE REGULATORS/COURTS During the year under review, the Banks withdrew their support for restructuring the credit facilities under Corporate Debt

Restructuring mechanism. Your Company, thereafter, filed a Writ Petition before the Hon’ble High Court challenging inter-alia the actions of the Corporate Debt Restructuring Empowered Group. An Interim Order was thereafter passed by the Hon’ble High Court, Calcutta, directing continuation of the ‘holding on operation’ of your Company.

29. performance evaluation of Board Pursuant to the provisions of Section 134 of the Companies Act, 2013 and Clause 49 of the Listing Agreement, an annual

performance evaluation of the Board as a whole, Board Committees and Directors was carried out during the relevant financial year.

The evaluation framework for assessing the performance of Directors comprises attendance of Board and Committee Meetings, quality of contribution to Board deliberations, and strategic perspectives or inputs in the growth of the Company. Further, a Member of the Board does not participate in the discussion of his/her evaluation.

30. familiarisation proGramme of independent directors At the time of appointment of a Director, a formal letter of appointment is given to the Director which inter-alia explains the

role, functions and responsibilities expected of him as a Director. The Directors are also familiarized with the business model, operations and functions of the Company, etc at the Board Meetings. The Directors are also updated on the changes in relevant corporate laws, rules, regulations and guidelines on a continuous basis.

The new Directors are provided with a copy of the Memorandum and Articles of Association, Annual Reports, various policies and documents of the Company to enable them to familiarize them with the Company’s code, procedures and practices.

31. internal control systems and their adequacy Your company’s internal control systems are adequate and commensurate with the nature and size of operations. The Internal Auditors carried out audit in different areas of your Company’s operations. The Audit Committee reviewed the audit

programme and findings of the Internal Auditors.

Directors’ Report



32. DISCLOSURE AS PER SExUAL hARASSMENT OF WOMEN AT WORkPLACE (PREVENTION, PROhIBITION AND REDRESSAL) ACT, 2013

The Company has zero tolerance for sexual harassment at workplace and has put in place a policy on prevention, prohibition and redressal of sexual harassment at workplace as per the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules framed thereunder. As per the Policy, any employee may report his/her complaint to the Internal Complaints Committee constituted for this purpose. The said Policy can be viewed at the weblink provided elsewhere in the Report.

The following is the summary of sexual harassment complaints received and disposed off during the year: i. No. of complaints received: Nil ii. No. of complaints disposed off: Nil33. secretarial audit M/s M R & Associates was appointed as the Secretarial Auditor of your Company pursuant to Section 204 of the Companies Act,

2013. The Secretarial Audit conducted by M/s M R & Associates for the financial year ended 31st March, 2015 is annexed as Annexure V to the Director’s Report.

The explanation to the remarks in the Secretarial Audit Report are as follows: A) The Directors are disqualified under Section 164(2) of the Companies Act, 2013 and are not eligible to be re-appointed

as Directors since debentures have not been redeemed on the due date. Mr. Paban Singh Ingty has resigned w.e.f. 9th April, 2015 whereas Mr. Umesh Parekh has vacated office w.e.f. the close of business hours of 30th May, 2015. Further, Mr. Nillesh Parrekh, being non-rotational Director, shall continue his office till the expiry of his term i.e. upto 30th June, 2015 and shall not be re-appointed. Requisite e-form has been filed with the competent authority for disqualification of Directors.

B) The Company has a pending case under Section 217(1)(e) and Section 217(2A) of the Companies Act, 1956 and the matter is subjudice with the competent authority.

34. directors’ responsiBility statement: In terms of provisions of Section 134 of the Companies Act, 2013, your Directors confirm 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. 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 Company’s state of affairs at the end of the financial year and of the loss of the Company for the period under review;

c. the Directors have taken proper and sufficient care 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 Directors have prepared the annual accounts for the period ended 31st March, 2015 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 operating effectively; and f. the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such

systems were adequate and operating effectively.35. acknowledGement Your Directors take this opportunity to offer their thanks and deep sense of gratitude for the co-operation and support received

from the government authorities, financial institution/banks, customers, vendors, shareholders and the society at large. We would also like to place on record, our sincere appreciation for the total commitment, dedication, contribution and hard work of employees across all levels. The credit for the Company’s achievement goes to them. We are deeply grateful to our shareholders for the confidence and faith reposed on us. Your Company looks forward to their continued co-operation in realisation of the corporate goals in the years ahead.

For and on behalf of the Board of DirectorsSd/-

Nillesh ParrekhPlace : Kolkata ChairmanDate : 30th May, 2015 DIN : 00050671

Directors’ Report



ANNExURE IAnnual Report on Corporate Social Responsibility (CSR) Activities [Pursuant to Section 135 of the Companies Act, 2013 and Companies (Corporate Social Responsibility Policy) Rules, 2014]

1. A brief outline of the Company’s CSR Policy, including overview of projects or programmes proposed to be undertaken and a reference to the web-link to the CSR Policy and projects or programmes: The Company has formulated a CSR Policy to take up Projects or programs relating to CSR activities as decided by the Corporate Social Responsibility Committee from time to time every year, as per the availability of CSR expenditure activities specified in Section 135 read with Schedule VII to the Companies Act, 2013. The CSR Policy is hosted on the website of the Company and the weblink is http://www.sgjhl.com/downloads/Corporate%20Social%20Responsibility%20Policy.pdf

2. The composition of the CSR Committee: During the year ended 31st March, 2015, the CSR Committee comprised of Mr. Paban Singh Ingty, Independent Director, as Chairman, Mr. Nillesh Parrekh and Mr. Umesh Parekh as Members. Mr. Mukund Chandak, acted as the Secretary to the Committee until his resignation vide letter dated 1st October, 2014. Thereafter, on resignation of Mr. Mukund Chandak, Mrs. Neha Jhunjhunwala, Company Secretary appointed w.e.f. 15th January, 2015 acted as the Secretary to the Committee w.e.f. 12th February, 2015.

The CSR Committee was reconstituted on 12th February, 2015.

3. Average Net Profit of the Company for last three financial years: Net Loss of ` 7,482.83 lacs

4. Prescribed CSR Expenditure (two percent of the amount as in item 3 above): N. A.

5. Details of CSR spent during the financial year:

a) Total amount to be spent for the financial year: N. A.

b) Amount unspent, if any: N. A.

c) Manner in which the amount spent during the financial year is detailed below:

si. no.

csr project or activity

identified

Sector in which the project is covered

Projects or programs (1) Local area or other(2) Specify the State and district where projects or Programs was undertaken

Amount outlay (budget) project or programs-wise

Amount spent on the projects or programs

Cumulative expenditure upto

the reporting period

Amount spent Direct or through

implementing agency

Direct expenditure

on projects or programs

Overheads

N. A.

6. In case the Company has failed to spend two per cent of the average net profit of the last three financial years or any part thereof, the Company shall provide the reasons for not spending the amount in its Board report: N. A.

7. The CSR Committee of the Company hereby confirms that the implementation and monitoring of CSR Policy, is in compliance with CSR objectives and Policy of the Company.

For Shree Ganesh Jewellery house (I) Limited For and on behalf of theCorporate Social Responsibility Committee

Sd/- Sd/-Nillesh Parrekh Ashok Prakash SahniChairman & Whole-time Director Chairman of the Corporate Social Responsibility Committee

Directors’ Report



ANNExURE IIStatement pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

i. The ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year and

ii. The percentage increase in remuneration of each Director, Chief Financial Officer and Company Secretary, if any, in the financial year 2014-15, ratio of the remuneration of each Director to the median remuneration of the employees of the company

sl. no.

Name of the Directors Remuneration of Director / kMP

for Financial Year 2014-15

(` in lacs)

% increase in Remuneration

in the Financial Year 2014-15

Ratio of remuneration

of each Director to median

remuneration ofemployees

1. Mr. Nillesh Parrekh (Chairman & Whole-time Director)

18.00 Nil 10.81:1

2. Mr. Umesh Parekh (Managing Director)

18.00 Nil 10.81:1

3. Mr. Paban Singh Ingty (Independent Director)

– – –

4. Mr. Dwarka Prasad Mathur1 (Independent Director)

– – –

5. Mr. Raj Mohan Choubey2 (Independent Director)

– – –

6. Mr. Lokesh Kumar3

(Nominee Director of Export Import Bank of India)– – –

7. Mrs. Sukla Mitra4 (Independent Director)

– – –

8. Mr. Rezaul Haque5 (Independent Director)

– – –

9. Mr. Ashok Prakash Sahni(Chief Financial Officer)

34.58 Nil 20.76:1

10. Mr. Mukund Chandak6

(Company Secretary)18.55 Nil 11.14:1

11. Mrs. Neha Jhunjhunwala7

(Company Secretary)1.02 N.A. N.A.

1. Ceased w.e.f. 7th December, 2014 2. Ceased w.e.f. 29th September, 2014 3. Ceased as Nominee Director w.e.f. 1st December, 2014 4. Appointed w.e.f. 6th November, 2014 5. Appointed w.e.f. 12th February, 2015 6. Resigned vide letter dated 1st October, 2014 and remuneration includes full and final settlement (which is inclusive of bonus, leave

encashment and gratuity) 7. Appointed w.e.f. 15th January, 2015iii. The percentage increase in the median remuneration of employees in the financial year

The median remuneration of employees during the financial year 2014-15 was ` 1.67 lacs. In the relevant financial year, there was a decrease of 23.28% in the median remuneration of employees.

Directors’ Report



iv. The number of permanent employees on the rolls of Company There were 108 employees as on 31st March, 2015.v. The explanation on the relationship between average increase in remuneration and Company performance N.A. since there was overall decrease in the remuneration of employees vis a vis the company’s performance.vi. Comparison of the remuneration of the key Managerial Personnel against the performance of the Company The remuneration of the Key Managerial Personnel against the performance of the Company are as follows :

Gross Turnover ( ` in lacs) 55,128.06

Name of the key Managerial Personnel Remuneration(` In Lacs)

% of GrossTurnover

Mr. Umesh Parekh 18.00 0.03

Mr. Ashok Prakash Sahni 34.58 0.06

Mr. Mukund Chandak* 18.55 0.03

Mrs. Neha Jhunjhunwala* 1.02 0.00

* Employed for part of the year

However, the Key Managerial Personnel are paid remuneration within the permissible limits of the Act, wherever applicable.

vii. Variations in the market capitalization of the Company, price earnings ratio as at the closing date of the current financial year and previous financial year and percentage increase over decrease in the market quotations of the shares of the Company in comparison to the rate at which the Company came out with the last public offer

sl. no.

Particulars As at 31st March, 2015 As at 31st March, 2014

1. Market Capitalisation (` In lacs) BSE 10,318.58 BSE 18,731.64

NSE 10,426.44 NSE 18,659.73

2. Price Earning Ratio BSE (0.14) BSE (0.24)

NSE (0.14) NSE (0.24)

As on 31st March, 2015, the market quotation of the Company share price (closing price) is as follows:• BSE – ` 14.35• NSE – ` 14.50The Company has not made any public issue of securities in the last 3 years. Hence, comparison has not been made of current share price with the public offer price.viii. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last

financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration.

N.A. - as there is an average decrease of 1.2 percentile in the salaries of employees in the last financial year.ix. Comparison of the each remuneration of the key Managerial Personnel against the performance of the company Same as (vi) above.x. The key parameters for any variable component of remuneration availed by the Directors No variable component of remuneration have been availed by the Directors during the financial year. The key parameters for

the variable component of remuneration availed by the Directors, if any, are considered by the Board of Directors based on the recommendations of the Nomination and Remuneration Committee as per the Remuneration Policy for Directors, Key Managerial Personnel and other Employees.

xi. The ratio of the remuneration of the highest paid Director to that of the employees who are not Directors but receive remuneration in excess of the highest paid Director during the year

There are 2 (two) employees who are not Directors but have received remuneration in excess of the highest paid Director during the year –

Directors’ Report



Statement pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

(A) Personnel who are in receipt of remuneration aggregating not less than ` 60,00,000 per annum and employed throughout the financial year

name Designation Remuneration(in `)

Nature of employment

Qualification Experience Date of commence-ment of employment

Age Previous employment

% of shares held in the Company

Whether related to any Director

Nil

(B) Personnel who are in receipt of remuneration aggregating not less than ` 5,00,000 per month and employed for part of the financial year

Nil

ANNExURE IIIAnnexure to the Directors’ Report pursuant to Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(m) of the Companies (Accounts) Rules 2014 for the year ended 31st March 2015:

A. Disclosure of particulars with respect to conservation of energy

The Company is not covered in the Schedule of Industries which is required to furnish information relating to conservation of energy, hence the same is not applicable.

B. Disclosure of particulars with respect to technology absorption, adaptation and innovation

The Company does not employ any foreign technology which needs absorption or adaptation. Further, the Company during the year under review has not carried out any activity which can be construed as research and development. Accordingly, the information related to technology absorption, adaptation and innovation is reported to be NIL.

C. Disclosure with respect to foreign exchange earnings and outgo

I. Total foreign exchange earned – ` 28,054.43 lacs (Previous Year: ` 598,553.00 lacs)

II. Total foreign exchange outgo – ` 23,840.21 lacs (Previous Year: ` 922,947.80 lacs)

Remuneration of highest paid Director(` In lacs)

Remuneration of employee who received remuneration exceeding highest paid Director (` In lacs)

Ratio

18.00 (Mr. Nillesh Parrekh, Chairman & Whole-time Director and Mr. Umesh Parekh, Managing Director)

34.58 Mr. Ashok Prakash Sahni, Chief Financial Officer

1.92:1

18.55 Mr. Mukund Chandak, Company Secretary#

1.03:1

# Remuneration includes full and final settlement (inclusive of bonus, lease encashment and gratuity) during the year on resignation of services from the Company.

xii. Affirmation that the remuneration is as per the remuneration policy of the company Yes, it is affirmed.

Directors’ Report



ANNExURE-IVForm No. MGT-9

ExTRACT OF ANNUAL RETURNas on the financial year ended on 31st March, 2015

ofSHREE GANESH JEWELLERY HOUSE (I) LIMITED

[Pursuant to Section 92(1) of the Companies Act, 2013 and rule 12(1) of the Companies(Management and Administration) Rules, 2014]

i. reGistration and other details:

1. CIN L36911WB2002PLC095086

2. Registration Date 30th August, 2002

3. Name of the Company Shree Ganesh Jewellery House (I) Limited

4. Category / Sub-Category of the Company:

Category Company Limited by Shares

Sub-Category of the Company Indian Non-Government Company

5. Address of the Registered Office and contact details 413, Vardaan Market, 25A,Camac Street, 4th FloorKolkata - 700 016 Tel: 033 3028 9188Fax : 033 3022 5903

6. Whether listed company Yes

7. Name, Address and contact details of Registrar & Transfer Agents (RTA), if any:

Name Link Intime India Private Limited

Address & Contact Details of Registered Office C13, Pannalal Silk Mills CompoundL.B.S. Marg, Bhandup (West)Mumbai - 400 078Phone : 022 2596 3838 Fax: 022 2594 6969

Address & Contact Details of Branch Office 59 C, Chowringhee Road3rd Floor, Room No. 5Kolkata - 700 020Phone : 033 2289 0540Fax : 033 2289 0539Email: [email protected]

ii. principal Business activities of the company

All the business activities contributing 10 % or more of the total turnover of the company shall be stated :

si. no.

Name and Description of main products / services

NIC Code of the Product/service

% to total turnover of the company

1. Manufacture of jewellery, bijoyterie and related articles. 321 60.48%

2. Wholesale of other household goods 4649 39.52%

Directors’ Report



III. PARTICULARS OF hOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

si. no.

Name and Address of the Company CIN/GLN holding/ Subsidiary / Associate

% of shares held

Applicable section

1. Easy Fit Jewellery LimitedModule No. 2SW, 2nd Floor, SDF Building, Plot -1 Block CN, Sector V, Saltlake, Kolkata - 700 091

U36911WB2003PLC096327 Subsidiary of Shree Ganesh Jewellery House

(I) Limited

100 2(87)

2. Gaja Finance Private LimitedSuite No.413, Vardaan Market, 4th Floor,25A, Camac Street, Kolkata - 700 016

U65923WB2010PTC151592 Subsidiaryof Shree Ganesh Jewellery House

(I) Limited

100 2(87)

3. Sumit Jewels Private LimitedSuite 413, Vardaan Market, 4th Floor,25A, Camac Street, Kolkata - 700 016


(I) Limited

100 2(87)

4. Gaja Fincorp Private Limited (Formerly Known as Veeyu India Private Limited)413 Vardaan Market, 4th Floor,25A, Camac Street, Kolkata - 700 016


(I) Limited

100 2(87)

5. Gaja Retail Private Limited (Formerly known as Gokul Jewellery House Private Limited)25A, Camac Street, Kolkata - 700 016


(I) Limited

51.44 2(87)

6. Alex Mercury Power Private Limited40, Rupchand Mukherjee Lane,Kolkata - 700 025


(I) Limited

100 2(87)

7. Shree Ganesh Jewellery House (Singapore) Pte. Ltd.30 Cecil Street, #19-08 Prudential Tower, Singapore – 049712

N.A. Subsidiaryof Shree Ganesh Jewellery House

(I) Limited

100 2(87)

8. Shree Ganesh Jewellery House FZEP.O. Box- 16720, Ras Al Khaimah,United Arab Emirates


(I) Limited

100 2(87)

9. Shree Ganesh Jewellery House (Ghana) LimitedHouse No. 18, Soula Street, Labone,ACCRA, Ghana


(I) Limited

100 2(87)

10. Shirdi Commodities Private Limited40, Rupchand Mukherjee LaneKolkata - 700 025

U74999WB2010PTC151694 Subsidiaryof Easy Fit Jewellery Limited

100 2(87)

11. Shirdi Commosale Private Limited40, Rupchand Mukherjee LaneKolkata - 700 025


100 2(87)

Directors’ Report



si. no.

Name and Address of the Company CIN/GLN holding/ Subsidiary / Associate

% of shares held

Applicable section

12. Kamalraj Merchandise Private Limited40, Rupchand Mukherjee LaneKolkata - 700 025


100 2(87)

13. Chaturbhuj Vyapaar Private Limited 40, Rupchand Mukherjee LaneKolkata - 700 025


100 2(87)

14. Shree Ganesh Jewellery House DMCC Units No. B1-10-01 & B1-10-11, Bldg No. 1 Plot No. 550-554, J&G, DMCC, Dubai, UAE


FZE

100 2(87)

15. Shree Ganesh Jewellery House (HK) Limited Room 1308, 13/F, CEO Tower 77 Wing Hong Street, Cheung Sha, Wan Kowloon, Hong Kong

N.A. Subsidiary of Shree Ganesh Jewellery House

DMCC

100 2(87)

16. Alex Astral Power Private Limited226/1, AJC Bose Road, 3rd Floor, Suite# 3D Kolkata - 700 020

U93090WB2009PTC139003 Associate 55 2(6)

17. Alex Spectrum Radiation Private Limited226/1, AJC Bose Road, 3rd Floor, Suite# 3D Kolkata - 700 020


18. Alex Green Energy Private Limited40, Rupchand Mukherjee LaneKolkata - 700 025


19. Oroitalia Chains Private LimitedAvani Signature, 4th Floor, Office Block 402, 91A/1, Park Street, Kolkata – 700 016

U36910WB2011PTC170030 Joint Venture 50 2(6)

IV. ShARE hOLDING PATTERN (EQUITY ShARE CAPITAL BREAkUP AS PERCENTAGE OF TOTAL EQUITY) i) Category-wise shareholding

Category of Shareholders No. of Shares held at thebeginning of the year

No. of Shares held at the end of the year

% change during the

YearDemat Physical Total % of Total Shares

Demat Physical Total % of Total Shares

a. Promoters (1) indian

a) Individual/ HUF 35459220 - 35459220 49.31 35459220 - 35459220 49.31 -b) Central Govt - - - - - - - - -c) State Govt(s) - - - - - - - - -d) Bodies Corp. - - - - - - - - -e) Banks/FI - - - - - - - - -f) Any other - - - - - - - - -

Sub-total (A)(1) 35459220 - 35459220 49.31 35459220 - 35459220 49.31 -

Directors’ Report





% change during the



(2) Foreign a) NRIs - Individuals 17364100 - 17364100 24.15 17364100 - 17364100 24.15 -b) Other - Individuals - - - - - - - - -c) Bodies Corp. - - - - - - - - -d) Banks/FI - - - - - - - - -e) Any other - - - - - - - - -

Sub-total (A)(2) 17364100 - 17364100 24.15 17364100 - 17364100 24.15 -Total shareholding of Promoter (A)=(A)(1)+(A) (2)

52823320 - 52823320 73.46 52823320 - 52823320 73.46 -

B. Public Shareholding 1. Institutions

a) Mutual Funds - - - - - - - - -b) Banks/FI 1800557 - 1800557 2.50 1034394 - 1034394 1.44 (1.06)c) Central Govt - - - - - - - - -d) State Govt(s) - - - - - - - - -e) Venture Capital Funds - - - - - - - - -f) Insurance Companies 1000000 - 1000000 1.39 1000000 - 1000000 1.39 -g) FIIs 5296435 - 5296435 7.37 5163583 - 5163583 7.18 (0.19)h) Foreign Venture Capital

Funds- - - - - - - - -

i) Others (specify) - - - - - - - - -Sub-total(B)(1) 8096992 - 8096992 11.26 7197977 - 7197977 10.01 (1.25)

2. Non-Institutions a) Bodies Corp. 1680126 - 1680126 2.34 1693627 - 1693627 2.36 0.02b) Individuals

i) Individual shareholders holding nominal share capital upto ` 1 lakh

6239646 206 6239852 8.68 6620244 206 6620450 9.21 0.53

ii) Individual shareholders holding nominal share capital in excess of ` 1 lakh

1215502 - 1215502 1.69 1689363 - 1689363 2.35 0.66

Directors’ Report





% change during the



c) Others (Specify) 1. Clearing Member 252747 - 252747 0.35 216671 - 216671 0.30 (0.05)2. Trust 302 - 302 0.00 905 - 905 0.00 0.003. NRIs 248278 - 248278 0.35 335535 - 335535 0.47 0.124. NRN 69366 - 69366 0.10 48637 - 48637 0.07 (0.03)5. Foreign Company 1280000 - 1280000 1.78 1280000 - 1280000 1.78 -Sub-total(B)(2):- 10985967 206 10986173 15.28 11884982 206 11885188 16.53 1.25Total Public Shareholding (B)=(B)(1)+ (B)(2)

19082959 206 19083165 26.54 19082959 206 19083165 26.54 0.00

c. Shares held by Custodian for GDRs & ADRs

- - - - - - - - -

Grand Total (A+B+C) 71906279 206 71906485 100.00 71906279 206 71906485 100.00 0.00

ii) Shareholding of Promoters

sl no

Shareholder's Name Shareholding at the beginning of the year

Share holding at the end of the year

% change in share holding

during the Year

no. of Shares

% of total Shares of the

company

% of Shares Pledged /

encumberedto totalshares

no. of Shares

% of total Shares of the

company

% of Shares Pledged /

encumberedto totalshares

1 Kamlesh Shailendra Parekh 17364100 24.15 Nil 17364100 24.15 Nil Nil

2 Umesh Parekh 10141300 14.10 Nil 10141300 14.10 Nil Nil

3 Nilesh Parekh 9557200 13.29 Nil 9557200 13.29 Nil Nil

4 Umesh Parekh (HUF) 5582000 7.76 Nil 5582000 7.76 Nil Nil

5 Nilesh Parekh (HUF) 3646880 5.07 Nil 3646880 5.07 Nil Nil

6 Kumud Parekh 3527240 4.91 Nil 3527240 4.91 Nil Nil

7 Rani Parekh* 991800 1.38 Nil 1983600 2.76 Nil Nil

8 Ratna Nilesh Parekh* 991800 1.38 Nil Nil Nil Nil Nil

9 Karan Parekh 1021000 1.42 Nil 1021000 1.42 Nil Nil

* Shares held in the name of Ratna Nilesh Parekh (alias Rani Parekh) merged with demat account of Rani Parekh, for operational convenience as on 31.03.2015

Directors’ Report



iii) Change in Promoters’ Shareholding (please specify, if there is no change)

sl no

Particulars Shareholding at the beginning of the year Cumulative Shareholding during the year

No. of shares % of total shares of the company

No. of shares % of total shares of the

companyAt the beginning of the year

No Change

Date wise Increase / Decrease in Promoters Share holding during the year specifying the reasons for increase /decrease (e.g. allotment / transfer / bonus / sweat equity etc):

At the end of the year

iv) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and holders of GDRs and ADRs)

sl no

For Each of the Top 10 Shareholders Shareholding at the beginning of the year

Reasons Cumulative shareholding during the year



company1. Unity Stone Investments Co (Mauritius)

LimitedAt the beginning of the year 3200000 4.45

Increase / (Decrease) in Share holding during the year

Nil movement during the year

At the End of the year 3200000 4.45

2. Platinum International Brands FundAt the beginning of the year 2036104 2.83


As on 27.02.2015 (5219) 0.01 Transfer 2030885 2.82

As on 06.03.2015 (50000) 0.07 Transfer 1980885 2.75

As on 13.03.2015 (17302) 0.02 Transfer 1963583 2.73


3. ifci ltdAt the beginning of the year 1398531 1.94


As on 30.01.2015 (10000) 0.01 Transfer 1388531 1.93

As on 06.02.2015 (273082) 0.38 Transfer 1115449 1.55

As on 13.02.2015 (433081) 0.60 Transfer 682368 0.95

As on 27.02.2015 (50000) 0.07 Transfer 632368 0.88


Directors’ Report



sl no





company4. Progruss Investments Limited

At the beginning of the year 1280000 1.78




5. Life Insurance Corporation of IndiaAt the beginning of the year 1000000 1.39




6. idBi Bank ltd.At the beginning of the year 402026 0.56




7. Master Capital Services Ltd*At the beginning of the year 215999 0.30


As on 04.04.2014 (2043) 0.00 Transfer 213956 0.30

As on 11.04.2014 (473) 0.00 Transfer 213483 0.30

As on 18.04.2014 (825) 0.00 Transfer 212658 0.30

As on 25.04.2014 5056 0.01 Transfer 217714 0.30

As on 02.05.2014 (433) 0.00 Transfer 217281 0.30

As on 09.05.2014 347 0.00 Transfer 217628 0.30

As on 16.05.2014 (481) 0.00 Transfer 217147 0.30

As on 23.05.2014 (844) 0.00 Transfer 216303 0.30

As on 30.05.2014 1988 0.00 Transfer 218291 0.30

As on 06.06.2014 11925 0.02 Transfer 230216 0.32

As on 13.06.2014 (17026) 0.02 Transfer 213190 0.30

As on 20.06.2014 1935 0.00 Transfer 215125 0.30

As on 30.06.2014 827 0.00 Transfer 215952 0.30

As on 04.07.2014 (2387) 0.00 Transfer 213565 0.30

As on 11.07.2014 (899) 0.00 Transfer 212666 0.30

As on 18.07.2014 1663 0.00 Transfer 214329 0.30

As on 25.07.2014 (5162) 0.01 Transfer 209167 0.29

As on 01.08.2014 (194488) 0.27 Transfer 14679 0.02

Directors’ Report



sl no





companyAs on 08.08.2014 (416) 0.00 Transfer 14263 0.02

As on 15.08.2014 (480) 0.00 Transfer 13783 0.02

As on 22.08.2014 (328) 0.00 Transfer 13455 0.02

As on 29.08.2014 (110) 0.00 Transfer 13345 0.02

As on 05.09.2014 716 0.00 Transfer 14061 0.02

As on 12.09.2014 (216) 0.00 Transfer 13845 0.02

As on 19.09.2014 300 0.00 Transfer 14145 0.02

As on 30.09.2014 1346 0.00 Transfer 15491 0.02

As on 10.10.2014 (594) 0.00 Transfer 14897 0.02

As on 17.10.2014 1785 0.00 Transfer 16682 0.02

As on 24.10.2014 546 0.00 Transfer 17228 0.02

As on 31.10.2014 1010 0.00 Transfer 18238 0.03

As on 07.11.2014 (78) 0.00 Transfer 18160 0.03

As on 14.11.2014 328 0.00 Transfer 18488 0.03

As on 21.11.2014 5855 0.01 Transfer 24343 0.03

As on 28.11.2014 (1981) 0.00 Transfer 22362 0.03

As on 05.12.2014 (6624) 0.01 Transfer 15738 0.02

As on 12.12.2014 (295) 0.00 Transfer 15443 0.02

As on 19.12.2014 (1511) 0.00 Transfer 13932 0.02

As on 31.12.2014 (1839) 0.00 Transfer 12093 0.02

As on 02.01.2015 (20) 0.00 Transfer 12073 0.02

As on 09.01.2015 432 0.00 Transfer 12505 0.02

As on 16.01.2015 51 0.00 Transfer 12556 0.02

As on 23.01.2015 (952) 0.00 Transfer 11604 0.02

As on 30.01.2015 299 0.00 Transfer 11903 0.02

As on 06.02.2015 1001 0.00 Transfer 12904 0.02

As on 13.02.2015 9021 0.01 Transfer 21925 0.03

As on 20.02.2015 4960 0.01 Transfer 26885 0.04

As on 27.02.2015 1726 0.00 Transfer 28611 0.04

As on 06.03.2015 300 0.00 Transfer 28911 0.04

As on 13.03.2015 (3615) 0.00 Transfer 25296 0.04

As on 20.03.2015 325 0.00 Transfer 25621 0.04

As on 27.03.2015 (341) 0.00 Transfer 25280 0.04

As on 31.03.2015 (4825) 0.01 Transfer 20455 0.03

At the End of the year 20455

Directors’ Report



sl no





company8. Shaan Realtors Private Ltd

At the beginning of the year 150000 0.21




9. Templeton Stockgrowth Private LimitedAt the beginning of the year 133240 0.18




10. karvy Stock Broking Ltd(Bse)*At the beginning of the year 92000 0.13


As on 30.05.2014 (16000) 0.02 Transfer 76000 0.11


11. Blackrock Securities Private Limited #At the beginning of the year NIL NIL


As on 01.08.2014 187813 0.26 Transfer


12. Sangeetha S #At the beginning of the year


As on 05.12.2014 10000 0.01 Transfer 10000 0.01

As on 12.12.2014 19236 0.03 Transfer 29236 0.04

As on 19.12.2014 31937 0.04 Transfer 61173 0.08

As on 31.12.2014 14500 0.02 Transfer 75673 0.10

As on 02.01.2015 1315 0.00 Transfer 76988 0.10

As on 09.01.2015 1500 0.00 Transfer 78488 0.10

As on 16.01.2015 5000 0.01 Transfer 83488 0.11

As on 23.01.2015 15727 0.02 Transfer 99215 0.13

As on 30.01.2015 2000 0.00 Transfer 101215 0.13

As on 06.02.2015 6212 0.01 Transfer 107427 0.14

As on 13.02.2015 10794 0.02 Transfer 118221 0.16

Directors’ Report



sl no





companyAs on 20.02.2015 4000 0.01 Transfer 122221 0.17

As on 27.02.2015 11801 0.02 Transfer 134022 0.19

As on 13.03.2015 2000 0.00 Transfer 136022 0.19

As on 20.03.2015 38100 0.05 Transfer 174122 0.24

As on 31.03.2015 5032 0.01 Transfer 179154 0.25


*Ceased to be in the list of top ten shareholders as on 31.03.2015. The same is reflected above as the shareholder was one of the top ten shareholders as on 01.04.2014

# Not in the list of top ten shareholders as on 01.04.2014. The same is reflected above as the shareholder was one of the top ten shareholders as on 31.03.2015

Note: Increase / decrease in shareholding as stated above is based on details of beneficial ownership furnished by the Depositories.

v) Shareholding of Directors and key Managerial Personnel

sl no

For Each of the Directors and kMP Shareholding at the beginningof the year

Cumulative Shareholding during the year


company


companydirectors

1. Mr. Nillesh Parrekh (Chairman & Whole Time Director)At the beginning of the year 9557200 13.29

Increase / Decrease in Share holding during the year - - - -

At the end of the year 9557200 13.29 9557200 13.29

2. Mr. Umesh Parekh (Managing Director)At the beginning of the year 10141300 14.10

Increase / Decrease in Share holding during the year - - - -

At the end of the year 10141300 14.10 10141300 14.10

3. Mr. Paban Singh Ingty (Independent Director)At the beginning of the year

NilIncrease / Decrease in Share holding during the year:


4. Mr. Dwarka Prasad Mathur (Independent Director)(Ceased w.e.f 7th December, 2014)

At the beginning of the year

NilIncrease / Decrease in Share holding during the year


Directors’ Report



sl no

For Each of the Directors and kMP Shareholding at the beginningof the year

Cumulative Shareholding during the year


company


company5. Mr. Raj Mohan Choubey (Independent Director)

(Ceased w.e.f. 29th September, 2014)At the beginning of the year

NilIncrease / Decrease in Share holding during the year At the end of the year

6. Mr. Lokesh kumar (Nominee Director)(Ceased w.e.f. 1st December, 2014)At the beginning of the year


7. Mrs. Sukla Mitra (Independent Director)(Appointed w.e.f. 6th November, 2014)At the beginning of the year


8. Mr. Rezaul haque (Independent Director)(Appointed w.e.f. 12th February, 2015)At the beginning of the year

NilIncrease / Decrease in Share holding during the year At the end of the yearkEY MANAGERIAL PERSONNEL (kMP)

9. Mr. Umesh Parekh (Managing Director)At the beginning of the year


10. Mr. Ashok Prakash Sahni (Chief Financial Officer)At the beginning of the year


11. Mr. Mukund Chandak (Company Secretary)(Resigned vide letter dated 1st October, 2014)At the beginning of the year


12. Mrs. Neha Jhunjhunwala (Company Secretary)(Appointed w.e.f. 15th January, 2015)At the beginning of the year


Directors’ Report



V) INDEBTEDNESS Indebtedness of the Company including interest outstanding/accrued but not due for payment (` in lacs)

Secured Loans excluding deposits

Unsecured Loans

Deposits Total Indebtedness

Indebtedness at the beginning of the financial year

i) Principal Amount2,84,541.73

250.00 -2,84,791.73

ii) Interest due but not paid - -

iii) Interest accrued but not due 5,909.83 - - 5,909.83

Total (i+ii+iii) 2,90,451.56 250.00 - 2,90,701.56Change in Indebtedness during the financial year* Addition 13,899.97 622.43 - 14,522.40

* Reduction - - - -

Net Change 13,899.97 622.43 - 14,522.40Indebtedness at the end of the financial yeari) Principal Amount

2,74,884.08827.00 -

2,75,756.51ii) Interest due but not paid 45.43 -

iii) Interest accrued but not due 29,467.45 - - 29,467.45

Total (i+ii+iii) 3,04,351.53 872.43 - 3,05,223.96

VI) REMUNERATION OF DIRECTORS AND kEY MANAGERIAL PERSONNEL

A. Remuneration to Managing Director, Whole-time Directors and/or Manager (` in lacs)

sl no Particulars of Remuneration Name of MD/WTD/ Manager Total AmountUmesh Parekh

(Managing Director)

Nillesh Parrekh(Whole-Time

Director)1. Gross salary

(a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961

18.00 18.00 36.00

(b) Value of perquisites u/s 17(2) Income-tax Act, 1961 - - -

(c) Profits in lieu of salary under section 17(3) Income- tax Act, 1961

- - -

2. Stock Option - - -

3. Sweat Equity - - -

4. Commission - - -

- as % of profit - - -

- others, specify - - -

5. Others, please specify Employer's contribution towards Provident Fund, club membership expenses.

- - -

Total (A) 18.00 18.00 36.00Ceiling as per the Act Within the applicable limits of the Companies Act 1956

and/or Companies Act, 2013 and relevant schedule, as applicable

Directors’ Report



B. Remuneration to other Directors (` in lacs)

sl no

Particulars of Remuneration Name of Directors Total AmountPaban Singh

IngtyDwarka Prasad Mathur

Raj Mohan Choubey

Lokesh kumar

Sukla Mitra Rezaul haque

1. Independent Directors• Fee for attending board /committee meetings

0.75 0.00 0.30 - 0.30 0.15 1.50

• Commission - - - - - - -• Others, please specify - - - - - - -Total (1) 0.75 0.00 0.30 - 0.30 0.15 1.50

2. Other Non-Executive Directors• Fee for attending board /committee meetings

- - - 0.60 - - 0.60

• Commission - - - - - - -• Others, please specify - - - - - - -Total (2) - - - 0.60 - - 0.60Total (B)=(1+2) 0.75 0.00 0.30 0.60 0.30 0.15 2.10Total Managerial Remuneration

38.10

Overall Ceiling as per the Act

Within the applicable limits of the Companies Act 1956 and/or Companies Act, 2013 and relevant schedule, as applicable

C. Remuneration to key Managerial Personnel other than MD / MANAGER / WTD (` in lacs)

sl no

Particulars of Remuneration key Managerial Personnelceo Company Secretary Ashok

Prakash sahni (CFO)

TotalMukund Chandak

From 01.04.2014 to

30.09.2014

neha Jhunjhunwala

From 15.01.2015 to

31.03.20151. Gross salary

(a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961

NA 18.55 1.02 34.58 54.15

(b) Value of perquisites u/s 17(2) Income-tax Act, 1961

- - - -

(c) Profits in lieu of salary under section 17(3) Income-tax Act, 1961

- - - -

2. Stock Option - - - -3. Sweat Equity - - -4. Commission - - -

- as % of profit - - -others, specify… - - -Others, please specify - - -Total 18.55 1.02 34.58 54.15

Directors’ Report



VII. PENALTIES / PUNIShMENT/ COMPOUNDING OF OFFENCES

type Section of the Companies Act

Brief Description

Details of Penalty/ Punishment/ Compounding fees imposed

Authority[RD/NCLT/

court]

Appeal Made, if any (give

details)

a. companyPenalty

NILPunishment

Compounding

B. directorsPenalty

NILPunishment

Compounding

c. other officers in defaultPenalty

NILPunishment

Compounding

Directors’ Report



ANNExURE-V

Form No. MR - 3secretarial audit report

FOR THE FINANCIAL YEAR ENDED 31ST MARCH, 2015[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule No.9 of the Companies (Appointment and Remuneration of

Managerial Personnel) Rules, 2014]To, The Members, Shree Ganesh Jewellery house (I) Limited413, Vardaan Market25A, Camac Street, 4th FloorKolkata – 700 016We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Shree Ganesh Jewellery house (I) Limited (hereinafter called the company). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon. Based on our verification of the Company’s books, papers, minute books, forms and returns filed and other records maintained by the company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, we hereby report that in our opinion, the company has, during the audit period covering the financial year ended on 31st March, 2015 complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter: We have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on 31st March, 2015 according to the provisions of: (i) The Companies Act, 2013 (the Act) and the rules made thereunder; (ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made thereunder;(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder; (iv) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act’):- i. The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011; ii. The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992; iii. The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993

regarding the Companies Act and dealing with client; I further report that, there were no actions/ events in pursuance of; a. Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct

Investment, Overseas Direct Investment and External Commercial Borrowings; b. The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009; c. The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme)

Guidelines, 1999; d. The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008; e. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; and f. The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998; (v) Other laws applicable to the Company as per the representations made by the Company. We have also examined compliance with the applicable clauses of the following: (i) Secretarial Standards issued by The Institute of Company Secretaries of India. (Not notified during the period under Audit) (ii) The Listing Agreements entered into by the Company with Bombay Stock Exchange Limited and Calcutta Stock Exchange. During the period under review, the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines,

Standards, etc. mentioned above subject to the following observations: a. Three Directors are disqualified under Section 164(2) of the Act as the Company has failed to redeem debentures on

the due date. However, the concerned Directors have vacated/shall vacate their office.

Directors’ Report



b. The Company has a pending case under Section 217(1)(e) and Section 217(2)(a) of the Companies Act 1956 and the matter is subjudice.

We further report that The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act. Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting. Majority decision is carried through while the dissenting members’ views are captured and recorded as part of the minutes. We further report that there are adequate systems and processes in the company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.We further report that during the audit period authority to the Board to Borrow up to ` 5000 Crores (Rupees Five Thousand Crores only) u/s 180(1)(c) & authority to mortgage and/or create charges u/s 180(1)(a) of the Act was granted by Members of the Company at the Annual General Meeting held on 27th September, 2014.

For MR & AssociatesCompany Secretaries

Sd/-[M R Goenka]

Place : Kolkata PartnerDate : 30th May, 2015 FCS No.:4515, C P No.:2551

“ANNExURE – A”

(TO ThE SECRETARIAL AUDIT REPORT OF ShREE GANESh JEWELLERY hOUSE (I) LIMITED FOR ThE FINANCIAL YEAR ENDED 31ST MARCh, 2015)

To, The Members, Shree Ganesh Jewellery house (I) Limited413, Vardaan Market25A, Camac Street, 4th FloorKolkata - 700 016

Our report of even date is to be read along with this letter.

1. Maintenance of Secretarial Records is the responsibility of the Management of the Company. Our responsibility is to express an opinion on these secretarial records based on our audit.

2. We have followed the Audit practices and processes as where appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial records. The verification was done on test basis to ensure that correct facts are reflected in Secretarial Records. We believe that the processes and practices, we followed, provide a reasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company.4. Wherever required, we have obtained the Management Representation about the compliance of laws, rules and regulations and

happening of events etc.5. The compliance of the provisions of corporate and other applicable laws, rules, regulations and standards is the responsibility

of the management. Our examination was limited to the verification of procedures on test basis.6. The Secretarial Audit Report is neither an assurance as to the future viability of the Company nor of the efficiency or effectiveness

with which the management has conducted the affairs of the Company.


Sd/-[M R Goenka]

Place : Kolkata PartnerDate : 30th May, 2015 FCS No.:4515, C P No.:2551

Directors’ Report



I. ShREE GANESh JEWELLERY hOUSE (I) LIMITED (SGJhL)’S PhILOSOPhY ON CODE OF GOVERNANCE

Corporate Governance deals with laws, procedures, practices and implicit rules that determine a Company’s ability to take informed managerial decisions vis-a-vis its claimants – in particular, its shareholders, creditors, customers, the State and employees. There is a global consensus about the objective of “good Corporate Governance maximising long-term shareholders value.”

Thus, Corporate Governance is a reflection of a Company’s culture, policies, its relationship with the stakeholders and its commitment to values. We, at Shree Ganesh, believe that sound Corporate Governance is critical to enhance and retain investor trust.

Accordingly, we always seek to ensure that we attain our performance rules with integrity.

Our Corporate Governance philosophy is based on the following principles:

• Corporate Governance standards should be complied with in letter as well as spirit.

• Maintain absolute transparency and adequate disclosure practices.

• Individual preferences and convenience should be subordinate to Corporate conveniences.

• Communicate externally in a truthful manner about how your Company is run internally.

• Compliance with the laws in which the Company operates.

• Simple and transparent corporate disclosure driven solely by business needs.

• Management is the Trustee of the Shareholders’ fund and not the owner.

Your Company understands that the customer is the purpose of our business and every customer is an important stakeholder of the Company, performing ethically and efficiently to generate long term value and wealth for all its stakeholders.

The Company complies with Corporate Governance Code as has been enshrined in revised Clause 49 of the Listing Agreement effective from 1st October, 2014.

ii. Board of directors

Composition

The Board plays a pivotal role in ensuring good governance. The Board’s role, functions, responsibility and accountability are clearly defined. The members of our Board are from diverse background with skills and experience in critical areas.

The Board of Directors is the apex body that governs the overall functioning of the Company. The Board provides and evaluates the strategic direction of the Company, management policies and their effectiveness and ensures that the long term interests of shareholders are being served. The Chairman and the Managing Director are assisted by the CFO/Senior Managerial Personnel in overseeing functional matters of the Company.

The Composition of the Board of Directors is in conformity with revised Clause 49 of the Listing Agreement with the stock exchange(s). The Company’s Board consists of 5 (Five) Directors which comprise:

Category No. of Directors Percentage (%)Executive Directors 2 40

Non-Executive & Independent Directors (including a Woman Director) 3 60

Total 5 100

None of the Directors on the Board serve as an Independent Director of more than 7 (Seven) listed companies across all companies in which he/she is a Director. Further, the Director on the Board serving as a Whole-time Director in a listed company is not serving as an Independent Director of more than 3 (Three) listed companies across all companies in which he/she is a Director. None of the Directors hold office in more than 20 (Twenty) Companies and in more than 10 (Ten) Public Companies in compliance with Section 165 of Companies Act, 2013. None of the Directors on the Board is a member of more than 10 (Ten) Committees and Chairman of more than 5 (Five) Committees (Committees being Audit Committee and Stakeholders’ Relationship Committee), across all the Companies in which he/she is a Director.

Corporate Governance Report



Corporate Governance ReportAttendance of Directors at Board Meetings held during the financial year ended 31st March, 2015 and at the Last Annual General Meeting and Number of Directorships and Chairmanship / Membership of Committees

The Board holds periodic meetings to review and discuss performance of the Company, its future plans, strategies and other pertinent items relating to the Company. During the financial year ended 31st March, 2015, 5 (Five) Board Meetings were held on 30th May, 2014, 12th August, 2014, 21st October, 2014, 12th November, 2014 and 12th February, 2015. Resolutions by Circulation were passed by the Directors on 6th November, 2014 and 18th December, 2014 on certain urgent matters.

The maximum time gap between any two meetings did not exceed 120 (One Hundred and Twenty) days. The previous AGM for the year ended 31st March, 2014, was held on 27th September, 2014.

The composition of Board of Directors, their attendance at the Board Meetings during the year and at last Annual General Meeting and also number of directorships and Chairmanships/memberships of Committees of each Director held in other companies as at 31st March, 2015 is as follows:

sl.no.

Directors No. of Board Meetings Attended

Attendance at AGM

No. of other Directorships

held*

No. of other Memberships/ Chairmanships

in Committees**

Category

1. Mr. Nillesh Parrekh DIN: 00050671

04 Present 4 NIL Promoter & Executive Chairman (Whole Time Director)

2. Mr. Umesh ParekhDIN: 00050705

01 Absent 4 NIL Promoter & Executive(Managing Director)

3. Mr. Paban Singh IngtyDIN: 01681252

05 Present 1 NIL Non-Executive& Independent

4. Mr. Dwarka Prasad Mathur1

DIN: 02373724NIL Absent NIL NIL Non-Executive

& Independent

5. Mr. Raj Mohan Choubey2

DIN: 0003130502 Absent 3 1 Non-Executive

& Independent

6. Mr. Lokesh Kumar3

DIN: 0257660004 Absent NIL NIL Nominee of Export-

Import Bank of India

7. Mrs. Sukla Mitra4

DIN: 0700937202 – NIL NIL Non-Executive

& Independent

8. Mr. Rezaul Haque5

DIN: 0708819501 – NIL NIL Non-Executive

& Independent

* Other Directorship includes directorship in private companies that are either holding or subsidiary of a public company and excludes alternate directorship, directorship of private companies, Section 8 companies and other companies incorporated outside India.

** For the purpose of considering the limit of Committee Chairmanship/Membership of a Director, Audit Committee and Stakeholders’ Relationship Committee have been considered.

1. Mr. Dwarka Prasad Mathur ceased to be Director w.e.f. 7th December, 2014.

2. Mr. Raj Mohan Choubey ceased to be Director w.e.f. 29th September, 2014.

3. Mr. Lokesh Kumar ceased to be Nominee Director w.e.f. 1st December, 2014.

4. Mrs. Sukla Mitra appointed w.e.f. 6th November, 2014.

5. Mr. Rezaul Haque appointed w.e.f. 12th February, 2015.

Except Mr. Nillesh Parrekh and Mr. Umesh Parekh, no Directors of the Company are related to any other Director on the Board.

Information placed before Board of DirectorsThe Company has complied with Clause 49 of the Listing Agreement with regard to information being placed before the Board of Directors. The following items, inter-alia, are generally tabled for information and review of the Board:



• Annual operating plans and budgets and any updates.• Capital budgets and any updates.• Quarterly Results of the Company and its operating divisions or business segments.• Minutes of meetings of Audit Committee and other Committees of the Board.• The information on recruitment and remuneration of senior officers just below the board level, including appointment or

removal of Chief Financial Officer and the Company Secretary.• Show cause, demand, prosecution notices and penalty notices, which are materially important.• Fatal or serious accidents, dangerous occurrences, any material effluent or pollution problems.• Any material default in financial obligations to and by the company, or substantial non payment for goods sold by the company.• Any issue, which involves possible public or product liability claims of substantial nature, including any judgement or order

which, may have passed strictures on the conduct of the company or taken an adverse view regarding another enterprise that can have negative implications on the company.

• Details of any joint venture or collaboration agreement.• Transactions that involve substantial payment towards goodwill, brand equity, or intellectual property.• Significant labour problems and their proposed solutions. Any significant development in Human Resources / Industrial

Relations front like signing of wage agreement, implementation of Voluntary Retirement Scheme, etc.• Sale of material nature of investments, subsidiaries, assets, which is not in normal course of business.• Quarterly details of foreign exchange exposures and the steps taken by management to limit the risks of adverse exchange rate

movement, if material.

• Non-compliance of any regulatory, statutory or listing requirements and shareholders service such as non-payment of dividend, delay in share transfer, etc.

The Board is presented with all information under the above heads whenever applicable and materially significant. These are submitted either as a part of the agenda papers well in advance of the Board Meetings, or are tabled in the course of the Board Meetings or meetings of the relevant Committees. Senior Executives are also called to provide additional inputs to the items being discussed by the Board/Committee as and when required.

independent directors

The Independent Directors are appointed for a term not exceeding 5 (Five) years. The Independent Directors have submitted declaration that they meet the criteria of Independence as mentioned under Section 149 (6) of the Companies Act, 2013 and revised Clause 49 of the Listing Agreement. Further, the Company had also issued formal appointment letters to all the Independent Directors, terms of appointment of which is available on the website the Company and can be accessed through the link separately mentioned elsewhere in this report.

independent directors meetinG

A separate meeting of Independent Directors of the Company was held during the year on 12th February, 2015, without the attendance of Non-Independent Directors and Members of Management, inter alia, to discuss:

• Evaluation of performance of Non-Independent Directors and the Board of Directors as a whole;

• Evaluation of performance of the Chairman of the Company taking into account the views of the Executive and Non-Executive Directors;

• Evaluation of quality, content and timelines of flow of information between the Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

The Directors discussed about the diversity of the Board and felt that the Board was quite diverse as it had Directors from various sectors and had abundant knowledge in their respective fields and are experts in their areas. The weblink to the Board Diversity Policy has been provided elsewhere in the Annual Report.

Mr. Paban Singh Ingty, Mrs. Sukla Mitra and Mr. Rezaul Haque attended the meeting of Independent Directors. Mr. Paban Singh Ingty chaired the Meeting.




familiariZation proGram for independent directors

In terms of Clause 49(II)(B)(7) of the revised Listing Agreement, the Company familiarizes its Independent Directors with the Company, their roles, rights, responsibilities in the Company, business model of the Company, including the strategy, operations and functions of the Company etc. at the Board Meetings. The Company takes initiatives to update the Directors of various changes in the laws, rules, regulations and guidelines on a continuous basis. The new Directors are provided with a copy of the Memorandum and Articles of Association, Annual Reports and various policies and documents of the Company to enable them to familiarize them with the Company’s code, procedures and practices.

The familiarization programme for Independent Director is disclosed on the Company’s website and a link to the same has been provided elsewhere in this Report.

code of conduct

In Compliance with the Clause 49 of the Listing Agreement, the Board of Directors has laid down Code of Conduct for Non-Executive Directors, Independent Directors and Senior Management of the Company. The said Code has also been displayed on the Company’s website at www.sgjhl.com and a link to the same has been provided elsewhere in the Annual Report. The Members of the Board and Senior Management Personnel have affirmed the compliance with the Code applicable to them during the year ended on 31st March, 2015. A declaration signed by the Chairman & Whole Time Director based on the compliance confirmation received from Independent Directors, Non-Executive Directors and Senior Management is appended.

code of conduct for prohiBition of insider tradinG

In accordance with the SEBI (Prohibition of Insider Trading) Regulations, 1992 the Board has approved and adopted a code of conduct governing all the Directors, Senior Management and other employees of the Company. The Company Secretary acts as the Compliance Officer in respect of the compliance of the Code. Mr. Mukund Chandak, acted as the Compliance Officer to the Code until his resignation vide letter dated 1st October, 2014. Thereafter, on resignation of Mr. Mukund Chandak, Mr. Ashok Prakash Sahni, Chief Financial Officer of the Company acted as the Compliance Officer w.e.f. 21st October, 2014. Thereafter, Mrs. Neha Jhunjhunwala, Company Secretary, appointed w.e.f. 15th January, 2015 acted as the Compliance Officer in respect of the compliance of the Code.

The Securities and Exchange Board of India (SEBI) has vide its Notification dated 15th January, 2015 published SEBI (Prohibition of Insider Trading) Regulations, 2015 which provides for stronger legal and enforcement framework for prevention of insider trading and that the SEBI (Prohibition of Insider Trading) Regulations, 1992 shall stand repealed. The PIT Regulations, 2015 shall come into force on the one hundred and twentieth day from the date of its publication in the official Gazette i.e. with effect from 15th May, 2015.

Board committees

iii. audit committee

The Audit Committee is constituted in line with the provisions of Section 177 of the Companies Act, 2013 read with revised Clause 49 of the Listing Agreement. The Audit Committee of the Company comprises Mr. Paban Singh Ingty, Mrs. Sukla Mitra and Mr. Rezaul Haque, all Independent Directors. Mr. Raj Mohan Choubey was the Chairman of the Committee during the relevant financial year until his resignation as a Director of the Company on 29th September, 2014. Thereafter, Mr. Paban Singh Ingty was appointed as the Chairman of the Audit Committee w.e.f. 6th November, 2014. Mr. Mukund Chandak, acted as the Secretary to the Committee until his resignation vide letter dated 1st October, 2014. Thereafter, on resignation of Mr. Mukund Chandak, Mrs. Neha Jhunjhunwala appointed as the Company Secretary w.e.f. 15th January, 2015 acts as the Secretary to the Committee w.e.f. 12th February, 2015. All the members of the Audit Committee are financially literate.

Pursuant to the changes in the composition of the Board of Directors of the Company in the financial year 2014-15, the Committee was reconstituted on 6th November, 2014 and 12th February, 2015.

During the year, the Audit Committee met 4 (four) times on 30th May, 2014, 12th August, 2014, 12th November, 2014 and 12th February, 2015. The maximum time gap between any two meetings did not exceed four months. Moreover, the quorum of minimum 2 (two) Independent Directors, as required by the revised Listing Agreement, was present in all the meetings of the Audit Committee held during the year. Due to health reasons, Mr. Raj Mohan Choubey, Chairman of the Audit Committee, at the AGM of the Company held on 27th September, 2014, could not be present.




The terms of reference of the Audit Committee:

The Committee adopted the revised terms of reference in accordance with the Companies Act, 2013 and the revised Listing Agreement which includes the following:

• Oversight of the Company’s financial reporting process and disclosure of its financial information to ensure that the financial statements are correct, sufficient and credible;

• Recommending the appointment, remuneration and terms of appointment of auditors of the Company;

• Approval of payment to statutory auditors for any other services rendered by the statutory auditors;

• Reviewing, with the Management, the annual financial statements and Auditor’s Report thereon before submission to the Board for approval, with particular reference to:

Matters required to be included in the Directors’ Responsibility Statement to be included in the Board’s Report in terms of clause (c) of sub-section 3 of Section 134 of the Companies Act, 2013;

Changes, if any, in accounting policies and practices and reasons for the same;

Major accounting entries involving estimates based on the exercise of judgment by the management;

Significant adjustments made in the financial statements arising out of audit findings;

Compliance with listing and other legal requirements relating to financial statements;

Disclosure of any related party transactions;

Qualifications in the draft audit report;

• Reviewing with the Management, quarterly financial statements before submission to the Board for approval;

• Reviewing with the Management, the statement of uses/application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document/prospectus/notice and the report submitted by the monitoring agency monitoring the utilisation of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter;

• Review and monitor the auditors’ independence and performance, and effectiveness of audit process;

• Approval or any subsequent modification of transactions of the Company with related parties;

• Scrutiny of inter-corporate loans and investments;

• Valuation of undertakings or assets of the Company, wherever it is necessary;

• Evaluation of internal financial controls and risk management systems;

• Reviewing with the Management, performance of the statutory and internal auditors and adequacy of the internal control systems;

• Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit;

• Discussion with the internal auditors of any significant findings and follow-up thereon;

• Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board;

• Discussions with the statutory auditors before the audit commences, about the nature and scope of the audit as well as post-audit discussions to ascertain any area of concern;.

• To look into the reasons for substantial defaults in the payment to depositors, debenture holders, members (in case of non-payment of declared dividends) and creditors;

• To review the functioning of the Whistle Blower mechanism;

• Approval of appointment of CFO (i.e. the wholetime Finance Director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience and background, etc of the candidate;

• Carrying out any other functions as is mentioned in the terms of reference of the Audit Committee.




The attendance of members during these meetings are as follows:-

name 30.05.2014 12.08.2014 12.11.2014 12.02.2015Mr. Paban Singh Ingty Present Present Present Present

Mr. Raj Mohan Choubey1 Present Present – –

Mr. Dwarka Prasad Mathur2 Absent Absent Absent –

Mrs. Sukla Mitra3 – – Present Present

Mr. Rezaul Haque4 – – – Present

1. Ceased to be a Member w.e.f. 29th September, 2014.

2. Ceased to be a Member w.e.f. 7th December, 2014.

3. Inducted as Member w.e.f. 6th November, 2014.

4. Inducted as Member w.e.f. 12th February, 2015.

The Chief Financial Officer and the representatives of Statutory Auditors and Internal Auditors of the Company are invited to attend the Audit Committee Meetings. The Committee also invites Senior Executives, as it considers appropriate, to be present at the meetings of the Committee.iv. nomination & remuneration committee The Nomination and Remuneration Committee comprises Mr. Paban Singh Ingty, Mrs. Sukla Mitra and Mr. Rezaul Haque,

all Independent Directors and Mr. Paban Singh Ingty is the Chairman of the Committee. Mr. Mukund Chandak, acted as the Secretary to the Committee until his resignation vide letter dated 1st October, 2014. Thereafter, on resignation of Mr. Mukund Chandak, Mrs. Neha Jhunjhunwala, appointed as the Company Secretary w.e.f. 15th January, 2015, acts as the Secretary to the Committee w.e.f. 12th February, 2015.


During the year under review, the Committee met once on 12th February, 2015. Further, resolutions by circulation were passed by the members of the Committee on 6th October, 2014, 3rd November, 2014 and 11th December, 2014.

The attendance of members during the meeting are as follows:-

name 12.02.2015Mr. Paban Singh Ingty Present

Mr. Raj Mohan Choubey1 -

Mr. Dwarka Prasad Mathur2 -

Mrs. Sukla Mitra3 Present

Mr. Rezaul Haque4 -

1. Ceased to be a Member w.e.f. 29th September, 2014. 2. Ceased to be a Member w.e.f. 7th December, 2014. 3. Inducted as Member w.e.f. 12th November, 2014. 4. Inducted as Member w.e.f. 12th February, 2015.

The Board has adopted the Nomination and Remuneration Policy as formulated in line with the Companies Act, 2013 and revised Clause 49 of the Listing Agreement. The same is available on the website of the Company www.sgjhl.com and the link of the said policy has been provided elsewhere in this Report.

Terms of reference The terms of reference of the Nomination and Remuneration Committee include: • To identify persons who are qualified to become directors and who may be appointed in senior management, recommend

to the Board their appointment and removal and to carry out evaluation of Director’s performance; • Formulation of the criteria for determining the qualifications, positive attributes and independence of the Director

and recommend to the Board a policy, relating to remuneration of the Directors, Key Managerial Personnel and other employees;




• Formulation of the criteria for evaluation of Independent Directors and the Board; • Devising a Policy on Board Diversity. Remuneration Policy of the Company Remuneration Policy of the Company is based on the need to attract the best available talent and is in line with the prevailing

trends in the industry. The Remuneration Policy is therefore market-led and aimed at leveraging the performance appropriately. There was no pecuniary relationship or transactions between the Company and the Independent Directors. The remuneration

paid to Executive Directors are in terms of the provisions of the Companies Act, 1956, read with Schedule XIII and is governed by the agreement executed between them and the Company, wherever applicable. The agreement with the Whole-time Director (designated as Executive Chairman) and Managing Director has been entered into by the Company for a period of 5 (five) years w.e.f. 1st July, 2010. The said appointment may be terminated by giving 3 (three) months notice in advance. Further, the Executive Directors are not paid any sitting fees for attending the meetings of the Board of Directors or Committees thereof and were also not paid any remuneration or commission from any of the Company’s subsidiaries during the financial year 2014-15.

The Non-Executive & Independent Directors and Nominee Director are paid Sitting Fees of `15,000/- for each meeting of the Board attended by them. The total amount of sitting fees paid during the year ended 31st March, 2015 was ` 2.10 lacs.

Remuneration/Sitting Fees paid to Executive/Non-Executive Directors of the Company during the financial year ended 31st March, 2015 and their shareholdings are detailed as under:

Name of Directors Sitting Fees* (` in Lacs)

Salary & Perquisites (` in Lacs)

Total No. of Shares held

Mr. Nillesh Parrekh Nil 18.00 95,57,200

Mr. Umesh Parekh Nil 18.00 1,01,41,300

Mr. Paban Singh Ingty 0.75 Nil Nil

Mr. Dwarka Prasad Mathur1 0.00 Nil Nil

Mr. Raj Mohan Choubey2 0.30 Nil Nil

Mr. Lokesh Kumar3 0.60 Nil Nil

Mrs. Sukla Mitra4 0.30 Nil Nil

Mr. Rezaul Haque5 0.15 Nil Nil

* Includes sitting fees for the Board Meetings only.

1. Ceased to be Director w.e.f. 7th December, 2014.

2. Ceased to be Director w.e.f. 29th September, 2014.

3. Ceased to be Nominee Director w.e.f. 1st December, 2014.

4. Appointed w.e.f. 6th November, 2014.

5. Appointed w.e.f. 12th February, 2015.

v. stakeholders’ relationship committee

The Stakeholders’ Relationship Committee comprises Mr. Paban Singh Ingty, Mrs. Sukla Mitra and Mr. Rezaul Haque, all Independent Directors and is headed by Mr. Paban Singh Ingty. Mr. Mukund Chandak, acted as the Compliance Officer of the Company until his resignation vide letter dated 1st October, 2014. Thereafter, on resignation of Mr. Mukund Chandak, Mr. Ashok Prakash Sahni, Chief Financial Officer of the Company acted as the Compliance Officer w.e.f. 21st October, 2014. Thereafter, Mrs. Neha Jhunjhunwala, appointed as the Company Secretary and the Compliance Officer w.e.f. 15th January, 2015, acts as the Secretary to the Committee w.e.f. 12th February, 2015.


The scope of Stakeholders’ Relationship Committee is to review and address the grievances of the shareholders in respect of transfer and transmission of shares, issue of duplicate shares, recording dematerialisation and rematerialisation of shares and related matters.




During the year 2014-15 the Committee met twice on 30th September, 2014 and 31st March, 2015. The Chairman of the Stakeholders’ Relationship Committee was present at the Annual General Meeting held on 27th September, 2014. The attendance of the Members at the meetings are as follows:

name 30.09.2014 31.03.2015Mr. Paban Singh Ingty Present Present

Mr. Raj Mohan Choubey1 – –

Mr. Dwarka Prasad Mathur2 Present –

Mrs. Sukla Mitra3 – Present

Mr. Rezaul Haque4 – Present

1. Ceased to be a Member w.e.f. 29th September, 2014.

2. Ceased to be a Member w.e.f. 7th December, 2014.

3. Inducted as Member w.e.f. 12th November, 2014.

4. Inducted as Member w.e.f. 12th February, 2015.

No Investors’ Grievances were received during the year 2014-15 pertaining to non-receipts of warrants/ Annual Reports/ Non-receipts of certificate(s)/credit of share(s), and no grievance was pending as at 31st March, 2015.

There are no pending investor grievances lying unresolved as per the data available on SEBI Complaints Redress System (SCORES) as on 31st March, 2015.

An exclusive email Id, [email protected], is designated for prompt redressal of investor complaints/queries.

vi. allotment committee

The Allotment Committee comprises Mr. Umesh Parekh, Mr. Paban Singh Ingty and Mr. Rezaul Haque as Members of the Committee. Mr. Umesh Parekh is the Chairman of the Committee. Mr. Mukund Chandak, acted as the Secretary to the Committee until his resignation vide letter dated 1st October, 2014. Thereafter, on resignation of Mr. Mukund Chandak, Mrs. Neha Jhunjhunwala, appointed as the Company Secretary w.e.f. 15th January, 2015, acts as the Secretary to the Committee w.e.f. 12th February, 2015.

The Committee was reconstituted during the year on 12th February, 2015 pursuant to changes in the composition of the Board of Directors.

No meeting was held during the financial year ended on 31st March, 2015.

vii. risk manaGement committee

Pursuant to Clause 49 of the Listing Agreement, the Risk Management Committee was constituted on 12th November, 2014 and comprises Mrs. Sukla Mitra, Mr. Paban Singh Ingty and Mr. Ashok Prakash Sahni as members of the Committee. Mrs. Sukla Mitra is the Chairman of the Committee. The Company Secretary acts as the Secretary to the Committee. The role of the Committee, inter-alia, is to review the Company’s portfolio of risk, development of strategies for management of risk and its mitigation, and review the risk management policy.

No meeting was held during the financial year ended on 31st March, 2015.

viii. corporate social responsiBility committee

Pursuant to Section 135 of the Companies Act, 2013 and Rules made thereunder, the Corporate Social Responsibility (CSR) Committee was constituted on 30th May, 2014 and comprises Mr. Paban Singh Ingty, Mr. Nillesh Parrekh and Mr. Umesh Parekh as Members of the Committee. Mr. Paban Singh Ingty is the Chairman of the Committee. Mr. Mukund Chandak, acted as the Secretary to the Committee until his resignation vide letter dated 1st October, 2014. Thereafter, on resignation of Mr. Mukund Chandak, Mrs. Neha Jhunjhunwala appointed as the Company Secretary w.e.f. 15th January, 2015, acts as the Secretary to the Committee w.e.f. 12th February, 2015.

The Committee was re-constituted during the year on 12th February, 2015 by induction of Mrs. Neha Jhunjhunwala as the Secretary to the Committee.




Terms of reference

The terms of reference of the Corporate Social Responsibility Committee include:

1. Formulation and recommendation to the Board, a CSR Policy indicating the activity or activities to be undertaken by the Company.

2. Recommendation of the amount of expenditure to be incurred on the CSR activities;

3. Monitoring implementation and adherence to the CSR Policy of the Company from time to time;

4. Preparation of a transparent monitoring mechanism for ensuring implementation of the projects/programmes/activities proposed to be undertaken by the Company; and

5. Such other activities as the Board of Directors may determine from time to time.The Board has adopted the CSR Policy as formulated and recommended by the Committee. The same is available on the website of the Company www.sgjhl.com and the link of the said policy has been provided elsewhere in this Report.During the year 2014-15 the Committee met twice on 30th May, 2014 and 12th February, 2015. The attendance of the Members at the meetings are as follows:

name 30.05.2014 12.02.2015Mr. Paban Singh Ingty Present Present

Mr. Nillesh Parrekh Present Present

Mr. Umesh Parrekh – –

Ix. CEO & CFO CERTIFICATION As required by Clause 49 of the Listing Agreement the certificate by Chairman & Whole time Director and Chief Financial Officer

of the Company is provided as Annexure to this Report.x. DETAILS OF DIRECTORS APPOINTED/RE-APPOINTED Details of directors being appointed/re-appointed in terms of Section 152 of Companies Act, 2013, have been disclosed in the

Notice of the Annual General Meeting, i.e. brief resume, nature of expertise in specific functional areas, number of directorships and committee memberships and their shareholding in the Company.

xI. GENERAL BODY MEETINGS The last three Annual General Meetings were held as under:

Year venue Date time no. of special

Resolutions Passed

Details of the Special Resolution passed, if any

2011-12 Vidya Mandir, 1 Moira Street, Kolkata – 700 017

24.08.2012 11.00 A.M. 1 Keeping the register of members, index of members, the register and index of debenture holders and copies of all annual returns in the Corporate Office of the Company.

2012-13 Vidya Mandir, 1 Moira Street, Kolkata – 700 017

06.09.2013 11.00 A.M Nil –

2013-14 Bharatiya Bhasha Parishad36A, Shakespeare Sarani, Kolkata-700 017

27.09.2014 2.30 P.M. 3 a. Resolution passed u/s 180(1)(a) of the Companies Act, 2013 to mortgage and/or create charge on the assets of the Company.

b. Resolution passed u/s 180(1)(c) of the Companies Act, 2013 to borrow money.

c. Alteration of Article 118 of the Articles of Association of the Company.




No resolution was passed through Postal Ballot during the relevant financial year.No special resolution is proposed to be conducted through Postal Ballot at the ensuing Annual General Meeting of the Company.xII. DISCLOSURES a) The related party transactions have been disclosed in the Notes to Accounts forming part of the Statement of Accounts

for the financial year ended 31st March, 2015 and no transaction is considered to be pecuniary and/or in potential conflict with the interests of the Company at large.

b) The financial statements of the Company have been prepared in accordance with the Generally Accepted Accounting Principles in India (Indian GAAP) to comply with the Accounting Standards notified under Section 133 of the Companies Act, 2013. The financial statements have been prepared on accrual basis under the historic cost convention. The accounting policies adopted in the preparation of the financial statements are consistent with those followed in the previous year.

c) The debentures of the Company are due for redemption and payment of part interest. No penalties have been imposed on the Company by the Stock Exchanges/SEBI on any matter related to capital markets during the last three years.

d) Management Discussion and Analysis Report forms part of this Annual Report and is annexed.

e) The Company has formulated Whistle Blower Policy/Vigil Mechanism Policy for Directors and employees pursuant to Section 177(9) and (10) of the Companies Act, 2013 and Clause 49 of the Listing Agreement and the same has also been placed on the website of the Company and the link of the said policy has been provided elsewhere in this Report. None of the personnel of the Company has been denied access to the Audit Committee.

f) The Company has complied with the mandatory requirements of Clause 49 of the Listing Agreement.

xIII. MEANS OF COMMUNICATION

Financial Results

The results of the Company are furnished to the Stock Exchanges on a periodical basis after approval of the Board of Directors. The quarterly and half-yearly financial results of the Comany are published in leading English daily newspaper, namely ‘The Financial Express’, having nationwide circulation and Vernacular daily newspaper, namely ‘Dainik Statesman’. Such results are also regularly hosted on the Company’s website, www.sgjhl.com. Official news releases and notices etc. are sent to the Stock Exchanges where the Equity shares of the Company are listed.

The Company’s website contains a separate dedicated section, ‘Investor Relations’, where shareholders’ information is available. The Company’s Annual Report is also available in downloadable format. Further, all periodical compliance filings like Shareholding Pattern, Corporate Governance Report and significant corporate announcements are filed electronically on NSE Electronic Application Processing System (NEAPS), a web based application designed by National Stock Exchange India Limited for corporates and on BSE ‘Listing Centre’, a web based application designed by BSE Limited.

xIV. GENERAL ShAREhOLDERS’ INFORMATION

Annual General Meeting (Financial Year 2014 - 2015):Day, Date & Time Thursday, 24th September, 2015 at 10.00 a.m.

Venue “Rabindra Tirtha”, Premises No-33-1111, Major Arterial Road, 3rd Rotary, New Town, Kolkata – 700 156

sl. no. Financial Calendar (Tentative and subject to change) : April ’2015 – March ’20161. Financial Reporting for the quarter ended 30th June, 2015 By 14th August, 2015

2. Financial Reporting for the quarter ended 30th September, 2015 By 14th November, 2015

3. Financial Reporting for the quarter ended 31st December, 2015 By 14th February, 2016

4. Financial Reporting for the year ended 31st March, 2016 By 30th May, 2016




• Book Closure Period:

18th September, 2015 to 24th September, 2015 (both days inclusive) for Annual General Meeting.

• Listing on Stock Exchanges :

sl. no. Name & Address of the Stock Exchanges Stock Code1 BSE Limited (BSE)

P.J. Towers, Dalal StreetMumbai – 400 001

533180

2 National Stock Exchange of India Limited (NSE)“Exchange Plaza”, C/1, Block-GBandra-Kurla Complex, Bandra (E) Mumbai – 400 051

SGJHL

The Debt securities of the Company are listed on the Debt Segment of BSE Limited (BSE). • Payment of Listing Fees Annual listing fees for the financial year 2015-16 has been duly paid by the Company to BSE and NSE. Annual Custodial fees for the year 2015-16 will be paid by the Company to National Securities Depository Limited (NSDL) and

Central Depository Service (India) Limited (CDSL) on receipt of invoices.• ISIN No. in NSDL & CDSL : INE 553K01019• Corporate Identification Number: L36911WB2002PLC095086• Details of Unclaimed Shares pursuant to Clause 5A of the Listing Agreement i) 284 Shares of ` 10/- each allotted to 4 shareholders pursuant to Initial Public Offer of the company were lying in the

account of the company at the beginning of the year. ii) During the year, Company has not received any transfer request from shareholders. iii) 284 shares owned by 4 shareholders are still lying in the account of the company at the end of the year. Voting rights in respect of the aforesaid shares, i.e., lying in the account of the company on 31st March, 2015, will remain frozen

till the time such shares are claimed by the concerned Shareholders.• Unclaimed Dividend In terms of Section 124 of the Companies Act, 2013 (Section 205A of the Companies Act, 1956), the amount of dividend

remaining unclaimed or unpaid for a period of seven years from the date of transfer to the unpaid dividend account is required to be transferred to the Investor Education and Protection Fund (IEPF). Details of Unclaimed dividend and due dates for transfer as on 31st March, 2015 are as follows :

Financial Year Type of Dividend Date of Declaration of Dividend Unclaimed Amount (`) Due Date for transfer to IEPF2009-10 Final 27.08.2010 2,71,380 25th September, 2017

2010-11 Interim 28.10.2010 2,46,990 26th November, 2017

2010-11 Final 26.08.2011 81,723 24th September, 2018

2011-12 Final 24.08.2012 3,12,264 22nd September, 2019

Members are requested to ensure that they claim the dividend(s) from the Company before transfer of the said amounts to IEPF, as once the unclaimed dividend is transferred to the IEPF, no claim shall lie in respect thereof with the Company.




• Market Price Data

1. The National Stock Exchange of India Limited

Month high Price Low Price Total Traded Quantity NIFTY high NIFTY LowApril ’2014 41.70 25.95 25,10,154 6,869.85 6,650.40May ’2014 43.95 31.00 7,81,554 7,563.50 6,638.50June ’2014 44.30 35.20 14,09,880 7,700.05 7,239.50July ’2014 44.75 30.60 11,75,759 7,840.95 7,422.15August ’2014 33.75 25.70 11,42,430 7,968.25 7,540.10September ’2014 35.45 28.00 17,05,728 8,180.20 7,841.80October ’2014 29.70 25.50 7,86,416 8,330.75 7,723.85November ’2014 28.05 22.25 6,37,808 8,617.00 8,290.25December ’2014 31.70 23.80 17,18,130 8,626.95 7,961.35January ’2015 28.90 25.80 7,25,271 8,996.60 8,065.45February ’2015 28.85 22.50 35,25,101 8,941.10 8,470.50March ’2015 23.40 13.95 15,19,116 9,119.20 8,269.15

2. BSE Limited

Month high Price Low Price Total Traded Quantity SENSEx high SENSEx LowApril ’2014 41.75 25.90 11,01,546 22,939.31 22,197.51May ’2014 43.90 30.50 4,26,924 25,375.63 22,277.04June ’2014 44.55 35.30 8,36,049 25,725.12 24,270.20July ’2014 44.10 30.80 6,52,497 26,300.17 24,892.00August ’2014 33.75 25.90 4,94,251 26,674.38 25,232.82September ’2014 35.50 28.00 8,29,166 27,354.99 26,220.49October ’2014 29.25 26.20 4,54,562 27,894.32 25,910.77November ’2014 27.95 22.80 2,86,901 28,822.37 27,739.56December ’2014 31.70 23.75 8,41,407 28,809.64 26,469.42January ’2015 28.80 25.95 3,96,728 29,844.16 26,776.12February ’2015 29.00 22.80 14,83,099 29,560.32 28,044.49March ’2015 23.30 14.00 7,95,950 30,024.74 27,248.45

• Top Ten Shareholders as on 31st March, 2015:

sl. no. folio no. Shareholder’s Name Shares Percentage (%)1 IN30154930807216 Kamlesh Shailendra Parekh 1,73,64,100 24.15

2 IN30395620000944 Umesh Parekh 1,01,41,300 14.10

3 IN30125028510183 Nilesh Parekh 95,57,200 13.29

4 IN30125028549493 Umesh Parekh HUF 55,82,000 7.76

5 IN30125028898463 Nilesh Parekh HUF 36,46,880 5.07

6 IN30125028909515 Kumud Parekh 35,27,240 4.91

7 IN30134820039315 Unity Stone Investments Co (Mauritius) Limited 32,00,000 4.45

8 IN30125028510343 Rani Parekh 19,83,600 2.76

9 IN30014210614508 Platinum International Brands Fund 19,63,583 2.73

10 IN30317320008449 Progruss Investments Limted 12,80,000 1.78




• Registrar and Share Transfer Agent:

Link Intime India Private Limited C13, Pannalal Silk Mills Compound LBS Marg, Bhandup (West) Mumbai – 400 078 Tel : 022 2596 3838 Fax: 022 2594 6969 Email: [email protected]

• Share Transfer System:

Almost 100% of the shares of the Company are in electronic form. Transfer of these shares is done through the depositories with no involvement of the Company. The share transfer requests are processed and the share certificates returned within a period of 15 days from the date of receipt of the transfer, subject to documents being valid and complete in all respects.

• Distribution of Shareholding as on 31st March, 2015:

Slab of Shareholding No. of Shareholders % No. of Shares %Upto 500 16,081 83.34 22,00,597 3.06501-1000 1,576 8.17 12,69,266 1.771001- 2000 851 4.41 13,02,773 1.812001-3000 281 1.46 7,07,178 0.983001-4000 143 0.74 5,20,981 0.724001-5000 100 0.52 4,60,767 0.645001-10000 127 0.66 9,40,827 1.3110001 and above 136 0.70 6,45,04,096 89.71Total 19,295 100.00 7,19,06,485 100.00

• Dematerialisation of Shares as on 31st March, 2015:

The Company’s shares are compulsorily traded in dematerialised form and are available for trading on both the Depositories in India – National Securities Depository Ltd. (NSDL) and Central Depository Services (India) Ltd. (CDSL).

Particulars of Shares Equity Shares of `10 eachNumber % of Total

Issued Capital 7,19,06,485 100.00Listed Capital - NSE BSE

7,19,06,485 7,19,06,485

100.00 100.00

Dematerialised FormNSDL 6,83,24,567 95.02CDSL 35,81,712 4.98Physical Form 206 0.00Total shares of Listed Capital 7,19,06,485 100.00

No shares were transferred in physical form during the financial year 2014-15.




• Category of Shareholders as on 31st March, 2015:

Category code

Category of Shareholders Total Number of Shares held

As a percentage of (A+B+C)

(A) Shareholding of Promoters & Promoter Group1. Indian 3,54,59,220 49.312. Foreign 1,73,64,100 24.15

Total shareholding of Promoters & Promoter Group (A) 5,28,23,320 73.46(B) Public Shareholding1. Institutions

(a) Financial Institution/Banks 10,34,394 1.44(b) Insurance Companies 10,00,000 1.39(c) FIIs 51,63,583 7.182. Non-Institutions(a) Bodies Corporate 16,93,627 2.36(b) Individuals 83,09,813 11.56(c) Clearing Member 2,16,671 0.30(d) Foreign Company 12,80,000 1.78(e) NRIs 3,35,535 0.47(f) NRN 48,637 0.07(g) Trust 905 0.00

Total Public Shareholding (B) 1,90,83,165 26.54(C) Shares held by Custodians and against which Depository

Receipts have been issued (Public)0 0

Total (A)+(B)+(C) 7,19,06,485 100.00

suBsidiary companies:

The Company does not have any material subsidiary as defined under Clause 49 of the Listing Agreement. However, the Company has formulated a Material Subsidiary Policy and the same is available on the website of the Company www.sgjhl.com and the link of the said policy has been provided elsewhere in this Report.

The Company has following wholly-owned subsidiaries:

1. Easy Fit Jewellery Limited

2. Sumit Jewels Private Limited

3. Gaja Finance Private Limited

4. Shree Ganesh Jewellery House (Singapore) Pte. Ltd, Singapore

5. Shree Ganesh Jewellery House FZE, UAE

6. Gaja Fincorp Private Limited (Formerly known as Veeyu India Private Limited)

7. Alex Mercury Power Private Limited

8. Shree Ganesh Jewellery House (Ghana) Limited, Ghana

Gaja Retail Private Limited (Formerly known as Gokul Jewellery House Pvt. Ltd.) is a subsidiary of Company by virtue of the Company holding majority of its shares.

The Company also has following step down subsidiaries:

1. Shirdi Commodities Private Limited (Wholly owned subsidiary of Easy Fit Jewellery Limited)

2. Shirdi Commosale Private Limited (Wholly owned subsidiary of Easy Fit Jewellery Limited)




3. Kamalraj Merchandise Private Limited (Wholly owned subsidiary of Easy Fit Jewellery Limited)

4. Chaturbhuj Vyapaar Private Limited (Wholly owned subsidiary of Easy Fit Jewellery Limited)

5. Shree Ganesh Jewellery House DMCC, UAE (Wholly owned subsidiary of Shree Ganesh Jewellery House FZE)

6. Shree Ganesh Jewellery House (HK) Limited, Hongkong (Wholly owned subsidiary of Shree Ganesh Jewellery House DMCC)

Save and except the above companies there is no other subsidiary company. The requirements of Clause 49 with regard to subsidiary companies have been complied with.

• Registered Office : 413, Vardaan Market 25A, Camac Street, Kolkata - 700 016 Phone: 033 3028 9188 Fax: 033 3022 5903

• Plant Location : 1. Module GSW, 4SW, 3SE & GNE2 Manikanchan SEZ, SDF Building Sector V, Saltlake, Kolkata – 700 091

2. Mouza Domjur Sasthitala, Dist. Howrah – 711 405• Address for Correspondence :

Registered Office Registrar & Share Transfer Agents (RTA) The Company Secretary

Shree Ganesh Jewellery House (I) Limited413, Vardaan Market, 25A, Camac Street

Kolkata - 700 016Tel : 033 3028 9188 Fax: 033 3022 5903

E-mail: [email protected]: www.sgjhl.com

Link Intime India Private LimitedC13, Pannalal Silk Mills Compound

LBS Marg, Bhandup (West)Mumbai – 400 078

Tel : 022 2596 3838 Fax: 022 2594 6969

Email: [email protected]

• Web links to Company policies and programmes:

Material Subsidiary Policy http://www.sgjhl.com/downloads/Material%20Subsidiary%20policy.pdf

Related Party Transaction Policy http://www.sgjhl.com/downloads/Related%20Party%20Transaction%20Policy.pdf

Familiarisation Programme for Independent Directors

http://www.sgjhl.com/downloads/Familiarization%20Programme%20for%20Independent%20Directors.pdf

Whistle Blower Policy http://www.sgjhl.com/downloads/Whistle%20Blower%20Policy.pdf

Policy on Prevention of Sexual Harassment

http://www.sgjhl.com/downloads/Policy%20on%20Prevention%20of%20Sexual%20Harassment.pdf

Corporate Social Responsibility Policy http://www.sgjhl.com/downloads/Corporate%20Social%20Responsibility%20Policy.pdf

Nomination and Remuneration Policy http://www.sgjhl.com/downloads/Nomination%20and%20Remuneration%20Policy.pdf

Policy on Board Diversity http://www.sgjhl.com/downloads/Policy%20on%20Board%20Diversity.pdf

Code of Conduct http://www.sgjhl.com/downloads/revised%20code%20of%20conduct.pdf

Terms of Appointment of Independent Director

http://www.sgjhl.com/downloads/Terms % 20 of % 20 Appointment % 20 of % 20 Independent % 20 Director.pdf.


For and on behalf of the Board of DirectorsShree Ganesh Jewellery house (I) Limited

Sd/-Nillesh Parrekh

Place : Kolkata ChairmanDate : 30th May, 2015 DIN : 00050671



corporate Governance compliance certificate

To The MembersShree Ganesh Jewellery house (I) Limited

1. We have examined the compliance of conditions of Corporate Governance by Shree Ganesh Jewellery House (I) Limited, for the year ended 31st March, 2015, as stipulated in clause 49 of the Listing Agreement of the said Company with Stock Exchange(s).

2. The compliance of conditions of Corporate Governance is the responsibility of the Company’s management. Our examination has been limited to procedure and implementation thereof, adopted by the Company for ensuring the compliance of the conditions of the Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the company.

3. In our opinion and to the best of our information and according to the explanations given to us and based on the representation made by the Directors and the management, we certify that the Company has complied with the conditions of the Corporate Governance as stipulated in Clause 49 of the above mentioned Listing Agreement.

4. We further state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness with which the management has conducted the affairs of the Company.


Sd/-M R Goenka

Place: Kolkata PartnerDate: 30th May, 2015 C P No.: 2551



Annual Report 2014-1546 Annual Report 2014-15 PB

ceo & cfo certificate

We, Nillesh Parrekh, Chairman & Whole Time Director and Ashok Prakash Sahni, Director & Chief Financial Officer, responsible for the finance function certify that:(a) We have reviewed financial statements and the cash flow statement for the year ended 31st March, 2015 and that to the best

of our knowledge and belief:

(i) these statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading;

(ii) these statements together present a true and fair view of the company’s affairs and are in compliance with existing Accounting Standards, applicable laws and regulations.

(b) To the best of our knowledge and belief, no transactions entered into by the company during the financial year ended 31st March, 2015 are fraudulent, illegal or violating of the Company’s code of conduct.

(c) We accept responsibility for establishing and maintaining internal controls for financial reporting and we have evaluated the effectiveness of internal control systems of the company pertaining to financial reporting. Deficiencies in the design or operation of such internal controls, if any, of which we are aware have been disclosed to the Auditors and the Audit Committee and steps have been taken to rectify those deficiencies.

(d) We have indicated to the Auditors and the Audit Committee

(i) That there has not been any significant changes in internal control over financial reporting during the year under review;

(ii) That there has not been any significant changes in accounting policies during the financial year 2014-15 requiring disclosure in the notes to the financial statements; and

(iii) That during the year under review, we are not aware of any instances of significant fraud and involvement therein, of the management or any employee having a significant role in the Company’s internal control system over financial reporting.

Sd/- Sd/-Place : Kolkata Nillesh Parrekh Ashok P. Sahni Date : 30th May, 2015 Chairman&WholeTimeDirector Director&ChiefFinancialOfficer

ToThe ShareholdersShree Ganesh Jewellery house (I) Limited

declaration of compliance of code of conduct By directors and senior manaGement personnel

This is to confirm that the Company has adopted a Code of Conduct for its employees including the Board of Directors and Senior Management. The Code is hosted on the Company’s website.

I confirm that the Company has in respect of the financial year ended 31st March, 2015, received from the Senior Management team of the Company and the Members of the Board a declaration of the compliance with the Code of Conduct, as applicable to them.

Sd/-Place : Kolkata Nillesh ParrekhDate : 30th May, 2015 Chairman & Whole Time Director



Annual Report 2014-15PB Annual Report 2014-15 47

ToThe Members ofSHREE GANESH JEWELLERY HOUSE (I) LIMITED [Formerly Known as Shree Ganesh Jewellery House Limited]

Report on the Standalone Financial Statements

We have audited the accompanying standalone financial statements of SHREE GANESH JEWELLERY HOUSE (I) LIMITED (“the Company”), which comprise the Balance Sheet as at 31st March, 2015, the Statement of Profit and Loss, the Cash Flow Statement for the year then ended, and a summary of the significant accounting policies and other explanatory information.

Management’s Responsibility for the Standalone Financial Statements

The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (“the Act”) with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes 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 frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor’s Responsibility

Our responsibility is to express an opinion on these standalone financial statements based on our audit.

We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under.

We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company’s preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the company has in place an adequate internal financial control system over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company’s Director, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our qualified audit opinion on the standalone financial statements.

Basis for Qualified opinion

(i) Note No. 52 regarding fixed Deposits amounting to ` 3,031.08 Lacs pledged as security with axis bank against cash credit sanctioned was adjusted with cash credit balance in the company’s book on maturity of the fixed deposits. However as per cash credit account statement furnished by the bank, fixed deposits figure was not adjusted with the cash credit account balance. Thus, cash credit balance as per bank statement showed excess by ` 3,031.08 lacs;

(ii) Note No. 53 regarding Cash credit balance of Dhanalaxmi bank was ` 1,827.27 Lacs and ` 91.59 Lacs reflecting less balance in Company’s books. The Company had contested the excess amount claimed by the bank in the High Court of Kolkata and had received a stay order on the excess claim made by the bank;

Independent Auditors' Report



(iii) Note No.7 regarding Cash Credit A/c (Account No: 911030049091869) balance of ` 98,641.67 Lacs as on March 31, 2015 in which impact of ` 18.20 Lacs debited by Bank on dated 31st January, 2014 and ` 290.27 Lacs credited by Bank on 28th August, 2014 in the CC account has not been considered. These are subject to reconciliation and consequential impact if any, presently not ascertainable;

(iv) Note No.7 includes Short-term borrowings of ` 44,655.46 Lacs have not been confirmed as on March 31, 2015, hence we are unable to comment the consequential impact on confirmation/ reconciliation of such balances if any,

We further report that the overall impact of the matters reported by us in the aforesaid paragraphs cannot be determined and commented.

Qualified Opinion

In our opinion and to the best of our information and according to the explanations given to us, except for the effects of matter described in the Basis for Qualified Opinion paragraph, the aforesaid standalone financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the company as at 31st March, 2015, and its Loss and its cash flows for the year ended on that date.

Emphasis of Matters

We draw attention to the following notes :

a) Note No.33 Contingent Liability, which describes the uncertainty related to the outcome of the demand raised against the Company by Sales Tax authorities;

b) Note No. 51 and 54 in the financial statements regarding preparation of these accounts on going concern basis and is facing financial crunch with its inability to meet the financial obligations. The Company had applied for Composite Corporate Debt Restructuring with the banks to mitigate the above which was withdrawn by the banks in the consortium meeting held on 22nd January, 2015. As stated the company had again requested for reconsideration of restructuring proposal by all the lenders. These facts have been disclosed in above referred notes by the management, in view of which, the accounts have been continued to be prepared under the going concern assumption.

Report on Other Legal and Regulatory Requirements

1) As required by the Companies (Auditor’s Report) Order, 2015 (“the Order”) issued by the Central Government of India in terms of sub-section (11) of Section 143 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the Order.

2) As required by Section 143 (3) of the Act, we report that:

a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit, except as reported in clause (iii) & (iv) of the Basis for Qualified Opinion Paragraph above;

b) Except the effects of matters referred in Basis for Qualified Opinion Paragraph above, in our opinion, proper books of account as required by law have been kept by the company so far as it appears from our examination of those books.

c) The Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement dealt with by this Report are in agreement with the books of account.

d) In our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

e) The matters described in Basis for Qualified Opinion paragraph and Emphasis of Matters paragraph above, in our opinion, may have an adverse effect on the functioning of the Company.

f) On the basis of written representations received from the directors as on March 31, 2015, and taken on record by the Board of Directors, except two directors, none of the other directors is disqualified as on March 31, 2015 from being appointed as director under the sub-section (2) of Section 164 of the Companies Act.

g) The qualification relating to the maintenance of accounts and other matters connected therewith, are as stated in the Basis for Qualified Opinion Paragraph and Emphasis of Matters paragraph above.




h) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

i. The Company has disclosed the impact of pending litigations on its financial position in its financial statements. [Refer Note No.33(i)& (ii)]

ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.

iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.

For CHATURVEDI & PARTNERSChartered Accountants

Firm Registration No.307068E

Sd/-Pratik Niyogi

Date: 30th May, 2015 PartnerPlace: Kolkata Membership No.066514

Annexure to the Auditors' Report(Referred to in Paragraph 1 of “Other Legal and Regulatory requirements” of our Audit Report)

i) In respect of Fixed Assets:

a) The Company has maintained proper records showing full particulars including quantitative details and situation of its fixed assets.

b) The Company has a regular program of physical verification of fixed assets by which fixed assets are verified in a phased manner over a period of three years. In accordance with this program, certain fixed assets were verified during the year and no material discrepancies were noticed on such verification. In our opinion, this periodicity of physical verification is reasonable having regard to the size of the company and the nature of its assets.

ii) In respect of Inventories:

a) The inventories have been physically verified by the management as at year end. In our opinion, the frequency of such verification is reasonable.

b) In our opinion, and according to the information and explanations given to us, the procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

c) In our opinion, and according to the information and explanations given to us, the Company is maintaining proper records of its inventories and no material discrepancies noticed on such physical verification.

iii) The Company has granted loans to its subsidiary companies covered in register maintained under Section 189 of the Companies Act, 2013. The maximum amount involved during the year and the year-end balance was INR. 6,763.51 Lacs and INR. 6,763.51 Lacs respectively.

a) In our opinion and according to the information and explanations given to us, the rate of interest and other terms and conditions on which loans have been granted to its subsidiary companies and listed in the register maintained under section 189 of the Companies Act, 2013 are not prima facie, prejudicial to the interest of the Company.

b) According to the information and explanation given to us, loans granted and interest thereon are recoverable on demand. There are no stipulations made for the recovery of the loan. Hence we cannot comment on the regularity of receipt of principal amounts and interest thereon.




Annexure to the Auditors' Report c) Based on the information and explanations, there is no overdue amount outstanding at the end of the year in respect of the

above said loans.

iv) There is an adequate internal control system commensurate with the size of the Company and the nature of its business with regard to purchases of inventory, fixed assets and with regard to the sale of goods and services. We have not observed any major weakness in internal control system during the course of the audit.

v) According to the information and explanations given to us, the Company has not accepted any deposits from the public within the meaning of directives issued by the Reserve Bank of India and provisions of Sections 73 to 76 or any other relevant provisions of the Companies Act, 2013 and the rules framed there under.

vi) We have broadly reviewed the cost records maintained by the Company pursuant to the Rule made by the Central Government for the maintenance of cost records under Section 148(1) of the Companies Act, 2013 and we are of the opinion that prima facie the prescribed accounts and records have been made and maintained. However, we have not made a detailed examination of the cost records with the view to determine whether they are accurate or complete.

vii) a) According to the information and explanations given to us and on the basis of our examination of the books of accounts, the Company is generally been deposited regularly the undisputed statutory dues including Provident Fund, Employee State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Duty of Customs, Duty of Excise, Value Added Tax, Cess and any other statutory dues with the appropriate authorities except delay in some cases and some of the amounts are still not paid as detailed below:-

Service Tax - ` 2.20 Lacs and

Sales Tax - ` 94.68 Lacs

Except West Bengal Value Added Tax aggregating of ` 41.34 Lacs, there were no un-disputed statutory dues as at the end of the year concerned outstanding for a period of more than six months from the date they became payable.

b) According to the information and explanations given to us, there were no dues of Wealth Tax, Custom Duty, and Cess which have not been deposited with the appropriate authorities on account of any dispute. Based on the information and explanations available, the following Sales Tax dues have not been deposited with the appropriate authorities on account of Dispute:-

Sl.No.

Name of the Status Nature of Dues Amount( ` In Lacs)

Period to which the Amount Relates

Forum Where the dispute is Pending

1. West Bengal Sales Tax Act/Central Sales Tax Act

Claim of Export rejected by Appellate Authority on ground of non accepting Form 12A on quarterly basis but the commercial taxes authority issued it on quarterly basis.

291.07 2006-07 Revisional Board, Sales tax Kolkata (South Circle)


Export Sales and Input Tax Credit disallowed and Gross Turnover enhanced by 63%.

1,807.33 2007-08 Appellate Authority, Sales Tax Kolkata (South Circle)


Input tax disallowed due to Purchase / Sale from the same party and further, Purchase tax levied on fixed assets purchased during the year.

27.44 2008-09 Appellate Authority, Sales Tax Kolkata (South Circle)


Tax on sales at branch outside the State of West Bengal @ 12.5% and CST sales taxed @ 1% thereon.




Annexure to the Auditors' ReportSl.No.

Name of the Status Nature of Dues Amount( ` In Lacs)


Forum Where the dispute is Pending


Disallowance of export sale and purchase tax on Unregistered purchase.

2,078.83 2010-11 Senior Joint Commissioner Kolkata (South Circle)

6 West Bengal Sales Tax Act/Central Sales Tax Act

Disallowance of "Form F” 83.18 2011-12 Appellate Authority, Sales Tax, Kolkata (South Circle)

c) According to the information and explanations given to us, there is no amount required to be transferred to investor education and protection fund in accordance with the relevant provisions of the Companies Act,1956 (1 of 1956) and rules made there under during the year.

viii) The Company has no accumulated losses at the end of the financial year and has incurred cash losses amounting to ` 76,037.33 Lacs during current financial year. The Company had incurred cash losses in the immediately preceding financial year also.

ix) In our opinion and according to the information and explanations given to us, the Company has defaulted in repayment of dues to its banker and debenture holders. The Company has applied for reconsideration of Composite Corporate Debt Restructuring as stated by the management in Note No.51 of the financial statements.

x) In our opinion and according to the information given to us, in respect of the guarantee given by the Company for the loans taken by others from a bank, the terms and conditions thereof are not, prima facie, prejudicial to the interest of the company.

xi) In our opinion and according to the information and explanations given to us, the term loans have been applied for the purpose for which they were raised.

xii) As represented to us by the management and based on our examination of the books and records of the Company in accordance with the generally accepted auditing practices in India, we have neither come across any material fraud on or by the Company noticed or reported during the year nor we have been informed of any such case by the management that causes the financial statements to be materially misstated.



Sd/-Pratik Niyogi




Notes As at 31st March, 2015 As at 31st March, 2014EQUITY AND LIABILITIESShareholders’ FundsShare capital 3 7,190.65 7,190.65 Reserves and surplus 4 13,956.75 90,019.87

21,147.40 97,210.52 Non-Current LiabilitiesLong-term borrowings 5 - 3,500.00 Long-term provisions 6 3.22 21.47

3.22 3,521.47 Current LiabilitiesShort-term borrowings 7 275,756.52 281,291.73 Trade payable 8 65,886.97 60,213.45 Other current liabilities 9 31,844.39 9,833.87 Short-term provisions 10 21.89 47.58

373,509.77 351,386.63 394,660.39 452,118.62

ASSETSNon-Current AssetsFixed assetsTangible assets 11 14,871.20 15,935.95 Intangible assets 11 1.08 1.81 Capital work in progress 93.89 112.17

14,966.17 16,049.93 Non-current investment 12 6,897.26 6,897.26 Deferred tax asset (net) 13 - 40,393.10 Long term loans and advances 14 4,078.72 15,063.91 Other Non-Current Assets 15 - 253,234.93

10,975.98 315,589.20 Current AssetsInventories 16 5,047.90 25,184.35 Trade receivables 17 352,565.96 65,935.27 Cash and cash equivalents 18 1,854.84 19,774.32 Short term loans and advances 19 9,247.32 9,065.39 Other current assets 20 2.22 520.16

368,718.24 120,479.49 394,660.39 452,118.62

Summary of Significant Accounting Policies 2

Balance Sheet as at 31st March, 2015 (` in Lacs)

The notes referred to above form an integral part of the financial statementsAs per our report attached For and on behalf of the Board of DirectorsFor CHATURVEDI & PARTNERS Chartered Accountants Sd/- Firm Registration No: 307068E Nillesh Parrekh Sd/- Chairman Pratik Niyogi Partner Membership No.: 066514 Sd/- Sd/- Place: Kolkata Ashok Prakash Sahni Neha JhunjhunwalaDate: 30th May, 2015 Director & Chief Financial Officer Company Secretary



Statement of Profit & Loss for the year ended 31st March, 2015

Notes 31st March, 2015 31st March, 2014INCOME Revenue from operations 21 44,886.70 983,087.67 Other income 22 10,241.36 174.60

55,128.06 983,262.27 ExPENSESCost of materials consumed 23 27,988.32 247,156.91 Purchases of stock-in-trade 24 17,663.05 669,472.77 Changes in inventories of work-in-progress, finished goods and stock-in-trade 25 568.32 44,157.65 Employee benefits expense 26 476.92 1,289.63 Finance cost 27 31,317.33 28,827.70 Depreciation and amortisation expense 11 1,033.51 2,242.51 Other expenses 28 801.83 68,237.80 Total Expense 79,849.28 1,061,384.97 Profit Before Exceptional Items & Tax (24,721.23) (78,122.70)Exceptional Item - 39,059.14 Profit Before Tax (24,721.23) (117,181.84)Tax ExpenseCurrent tax 30 - (61.70)Less : Mat credit entitlement 10,923.00 - Net current tax 10,923.00 (61.70)Deferred tax charge / (release) 13 40,393.10 (39,933.12)Profit for the Year (76,037.33) (77,187.02)Basic and diluted earnings per share 34 (105.74) (109.71)Summary of Significant Accounting Policies 2

(` in Lacs)

The notes referred to above form an integral part of the financial statements

As per our report attached For and on behalf of the Board of Directors

For CHATURVEDI & PARTNERS Chartered Accountants Sd/- Firm Registration No: 307068E Nillesh Parrekh Sd/- Chairman Pratik Niyogi Partner Membership No.: 066514 Sd/- Sd/- Place: Kolkata Ashok Prakash Sahni Neha JhunjhunwalaDate: 30th May, 2015 Director & Chief Financial Officer Company Secretary



31st March, 2015 31st March, 2014A. CASH FLOW FROM OPERATING ACTIVITIES

Net profit before taxation (24,721.23) (117,181.84) Adjusted for : Depreciation /Amortisation 1,033.51 2,242.51 Unrealised foreign exchange loss / (gain) (net) (9,251.60) (2,487.05) Provision for Doubtful debts (Refer Note 31) - 59,076.47 Diminution in Investment (Refer Note 31) - 6,441.78 Wealth Tax - 1.57 Exceptional Item (Refer Note 29) - 39,059.14 Interest expense (Net) 31,317.33 28,827.70 Provision written off / Discount received - 33.20 Profit / Loss on Sale of Fixed Assets - 0.02 Sundry Balances Written Off 189.61 - Miscellaneous provision written back - 23,288.85 (79.95) 133,115.39

(1432.38) 15,933.55 Operating profit before working capital changes Changes in: Trade and other receivables (5,253.04) 147,434.66 Inventories 20,136.45 33,423.33 Trade payables / other liabilities (13,775.50) 1,107.91 (330,909.84) (150,051.85) Cash generated from operations (324.47) (134,118.30) Direct taxes (paid)/refund (net) (123.83) (2,218.71) Net Cash from Operating Activities (448.30) (136,337.01)

B. CASH FLOW FROM INVESTING ACTIVITIES Purchase of fixed assets (1.27) (867.45) Sale of Fixed Assets 14.39 110.34 Investment in subsidiaries and others (0.00) (284.15) Loans (Given)/Realisation (net) (195.06) (786.84) Net Cash Used in Investing Activities (181.94) (1,828.10)

Cash Flow Statement for the year ended 31st March, 2015 (` in Lacs)



31st March, 2015 31st March, 2014C. CASH FLOW FROM FINANCING ACTIVITIES

Proceeds from : - Short Term Borrowings - 914,321.99 - Long Term Borrowings - - 3.51 914,325.50 Repayment of : - Short Term Borrowings (10,047.42) 848,733.33 - Long Term Borrowings - (10,047.42) 43.05 (848,776.38)Interest paid (net) (7,241.77) (12,731.80)Dividend Paid (0.05) (0.10)Money raised through Preferential Allotment of Equity Shares to Promoter and Promoter Group

- 10,300.00

NET CASH FROM FINANCING ACTIVITIES (17289.24) 63,117.22 (Decrease) / Increase In Cash & Cash Equivalents (A+B+C)

(17919.48) (75,047.89)

Opening cash and cash equivalents 19,774.32 94,822.21 Closing cash and cash equivalents 1854.84 19,774.32 Note

1. Cash and Cash Equivalents - Closing Balance Cash in hand 7.35 50.34 Balances with scheduled banks - Current account 493.44 203.82 [Excluding unrealised foreign exchange gain of ` Nil (previous year loss Rs 0.41)] - Deposit account * 1,354.05 19,520.16 Total 1,854.84 19,774.32

* Includes ` 1341.05 (previous year ` 19,314.56) being margin money deposit against borrowings which are not readily available for other purposes.

2. TheabovecashflowstatementhasbeenpreparedundertheindirectmethodsetoutinAccountingStandardAS3CashFlowStatementasprescribedbyCompanies(AccountingStandards)Rules,2006.

3. Previousyear'sfigurehavebeenrearranged/regroupedwherevernecessary.

Cash Flow Statement for the year ended 31st March, 2015 (` in Lacs)





1. Background

Shree Ganesh Jewellery House (I) Limited ('the Company') formerly Shree Ganesh Jewellery House Private Limited, was incorporated in 2002. The Company is engaged in the business of manufacture and sale of handcrafted gold jewellery, diamond and studded jewellery. The name of the Company changed to Shree Ganesh Jewellery House Limited on conversion to public limited company with effect from 14th August, 2007. During the year 2009-10 the Company has made an Initial Public Offering (IPO) to issue 12,136,497 equity shares of face value of ` 10 each at ` 260 each (including a securities premium of ` 250 each) and got listed on National Stock Exchange and Bombay Stock Exchange. During the year 2012-13, the Company has further changed its name from Shree Ganesh Jewellery House Limited to Shree Ganesh Jewellery House (I) Limited with effect from 4th December, 2012.

2. Summary of significant accounting policies

(i) Basis of preparation of financial statements

The financial statements have been prepared and presented under the historical cost convention on the accrual basis of accounting following Generally Accepted Accounting Principles in India ('GAAP') and comply with the relevant Accounting Standards and the relevant provisions notified under the Companies Act, 2013 to the extent applicable.

(ii) Use of estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent liabilities on the date of the financial statements. Actual results could differ from those estimates. Any revision to accounting estimates is recognised prospectively in current and future periods.

(iii) Fixed assets

Fixed assets are carried at cost of acquisition or construction, less accumulated depreciation. The cost of fixed assets includes freight, duties (net of VAT), taxes and other incidental expenses that are directly attributable to bringing assets to their working condition for their intended use. Intangible Assets are stated at cost of acquisition net of accumulated depreciation / depletion and impairment loss, if any.

(iv) Borrowing Cost

Borrowing costs that are attributable to the acquisition or construction of qualifying assets are capitalised as a part of the cost of such assets. A qualifying asset is one that necessarily takes substantial period of time to get ready for intended use. All other borrowing costs are charged to revenue.

(v) Depreciation/Amortisation

Depreciation is provided based on useful life of assets as prescribed in Schedule II to the Companies Act, 2013.

Leasehold properties are amortised over useful life of the assets as estimated by management or the period of lease, whichever is lower.

Fixed assets individually costing ` 5,000 or less, are depreciated fully in the year of acquisition.

Goodwill arising on amalgamation is amortised over its estimated useful life of 5 years.

(vi) Impairment of fixed assets

At each Balance Sheet date, management assesses, using external and internal sources, whether there is an indication that an asset may be impaired. An impairment occurs when the carrying value of an asset exceeds the present value of future cash flows expected to arise from the continuing use of the asset and its eventual disposal. The impairment loss to be expensed is determined as the excess of the carrying amount over the present value as determined above.

(vii) Investments

Long term investments are stated at cost less amount written off, where there is a diminution in value other than temporary. Short term investments are valued at cost or net realisable value, whichever is lower.

(viii) Inventories

Year-end inventory of raw materials and stones are carried at cost (net of VAT, wherever applicable). The carrying cost of

Notes to Financial Statements for the year ended 31st March, 2015



raw materials and stones is appropriately written down when there is a decline in replacement cost of such materials and the finished products in which they will be incorporated are expected to be sold below cost.

Year-end inventory of work in progress and finished goods are valued at the lower of cost and net realisable value. Cost of work in progress and finished goods comprises of direct material and labour expenses and an appropriate portion of production overheads incurred in bringing the inventory to their present location and condition. Fixed production overheads are allocated on the basis of the production.

In determining cost, first in first out method is used.

Alloys and consumables are charged off to Profit and Loss Account.

(ix) Revenue recognition

Revenue from sale of goods is recognised on transfer of risk and rewards of ownership of goods to the buyer. Sales are stated exclusive of sales tax. Excise duty is not applicable to the company. In respect of contract for sale of goods at prices that are yet to be fixed at the year end, adjustments to the provisional amount billed to the customers are recognised based on the year end closing gold rate.

Revenue from job work are recognised on an accrual basis when the related job work is rendered.

In respect of commodity exchange transactions undertaken by the company, net gain/loss arising from settlement of such transactions during the year or restatement of such transactions that are pending settlement at the year end are recognised in the Profit and Loss account for the year. In respect of commodity exchange transaction undertaken on behalf of customers, brokerage received/receivable is recognised on accrual basis when transactions are entered into on behalf of the customers.

Third party sales commission is recognised on an accrual basis in accordance with the terms of the related agreement.

Interest is recognised on time proportion basis.

(x) Employee benefits

The Company's obligation towards various employee benefits have been recognised as follows:

Short Term Benefits

Cost of non-accumulated compensated absences is recognised when absences occur. Cost of other short term employee benefits are recognised on accrual basis based on the terms of employment contract and other relevant compensation policies followed by the Company.

Post employment benefits

Monthly contribution to Provident Funds, which is defined contribution scheme, is charged to Profit and Loss account and deposited with the Regional Provident Fund Authorities on a monthly basis.

The Company’s gratuity scheme is a defined benefit plan. The present value of the obligation under such defined benefit plan is determined based on actuarial valuation carried out at the year end using the 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. The obligation is measured at the present value of the estimated future cash flows. The discount rates used for determining the present value of obligation under defined benefit plan is based on the market yield on government securities as at the Balance Sheet date and have maturity period approximating to the terms of the obligation. Actuarial gains and losses are recognised immediately in the Profit and Loss Account.

(xi) Operating Leases

Lease rentals for operating leases are recognised as expenses in the Profit and Loss Account on a straight line basis over the lease term.

(xii) Foreign exchange transactions

Transactions in foreign currency are recognised at the exchange rates prevailing on the date of the transactions. Year-end monetary assets and liabilities denominated in foreign currencies, other than those covered by foreign exchange contracts, are translated at the year-end foreign exchange rates.




Gain / loss from exchange differences arising on settlement of foreign currency transaction or translation of year-end monetary assets and liabilities in foreign currency are recognised in the Profit and Loss Account for the year.

In case of forward exchange contracts, premium or discounts on such contracts are amortised over the life of the contract and exchange differences arising thereon in the reporting period are recognised in the Profit and Loss Account.

Translation of integral and non integral foreign operation

The company classifies all its foreign operations as either “integral foreign operations” or “non integral foreign operations”.

The financial statements of an integral foreign operation are translated as if the translations of the foreign operation have been those of the Company itself.

The assets and liabilities of an non-integral foreign operation are translated into the reporting currency at the exchange rate prevailing at the reporting date and their statement of profit and loss are translated at exchange rates prevailing at the dates of transactions or weighted average weekly rates, where such rates approximate the exchange rate at the date of transaction. The exchange difference arising on translation are accumulated in the foreign currency translation reserve. On disposal of a non-integral foreign operation, the accumulated foreign currency translation reserve relating to that foreign operation is recognized in the statement of profit and loss.

(xiii) Taxation

Income tax expense comprises current taxes (i.e. amount of taxes for the year determined in accordance with the Income Tax Act, 1961) and Deferred Tax charge or credit (reflecting the tax effects of timing differences between accounting income and taxable income for the period). The Deferred Tax charge or credit and the corresponding Deferred Tax liabilities or assets are recognised using the tax rates that have been enacted or substantively enacted by the Balance Sheet date.

Deferred Tax assets are recognised only to the extent that there is reasonable certainty that the assets can be realised in future except for Deferred Tax assets arising from unabsorbed depreciation or business losses brought forward from prior years that are recognised only if there is a virtual certainty of realisation of such assets. Deferred Tax assets are reviewed as at each Balance Sheet date and written up or down to reflect the amount that is reasonably / virtually certain (as the case may be) to be realised.

The Company's units, located in Special Economic Zone (SEZ) are exempted from income tax (current tax) and one unit is partly exempted till 31st March, 2014 under the provisions of Section 10AA of the Income Tax Act, 1961. However Minimum Alternate Tax (MAT) is applicable in the profits derived from units located in Special Economic Zone (SEZ) w.e.f. 1st April, 2011. Deferred Tax pertaining to the above units are recognised on timing differences, being the difference between taxable income and accounting income, that originate in one period and are capable of reversal in one or more subsequent periods beyond the periods during which the respective units are exempt from income tax as aforesaid. Deferred tax assets on unabsorbed depreciation and / or carry forward of losses are recognised only if there is virtual certainty that sufficient future taxable income will be available against which such Deferred Tax assets will be realised. Such assets are reviewed as at each Balance Sheet date to reassess realisability thereof.

(xiv) Provisions and contingent liabilities

A provision is recognised in the financial statements when there exists a present obligation as a result of a past event, the amount of which can be reliably estimated and it is probable that an outflow of resources will be required to settle the obligation. Contingent liability is a possible obligation that arises from past events and the existence of which will be confirmed only by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the Company or is a present obligation that arises from past events but is not recognised because either it is not probable that an outflow of resources embodying economic benefits will be required to settle the obligation, or the amount of the obligation cannot be reliably estimated.

(xv) Earnings Per Share

Basic Earnings Per Share is computed using the weighted average number of equity shares outstanding during the period. Diluted earnings per share is computed using the weighted average number of shares and dilutive equity equivalent shares outstanding during the period, except when results would be anti dilutive.




As at31st March, 2015


Note 3 SHARE CAPITALAuthorised Shares115,000,000 (Previous Year - 115,000,000) Equity Shares of ` 10 each 11,500.00 11,500.00 2,666,667 (Previous year - 2,666,667) 0.0001 % Cumulative Convertible Preference Shares of ` 300/- each.

8,000.00 8,000.00

19,500.00 19,500.00 Issued, Subscribed and fully Paid up shares71,906,485 (Previous Year - 71,906,485) Equity Shares of ` 10 each fully paid up(of the above share 36,048,144 equity share of ` 10 each are allotted fully paid up by way of bonus shares in the year 2009-10)

7,190.65 7,190.65

7,190.65 7,190.65 The Company had made an Initial Public Offer (IPO) to issue 12,136,497 Equity Shares of ` 10 each at ` 260 each (includes securities premium of ` 250 each) in the year 2009-10. In the year 2010-11, the Company had issued and allotted Equity Shares. Out of the fund raised from IPO amounting to ` 31,554.89, apart from meeting the IPO expenses of ` 2,332.34, the Company has utilised the proceeds of the issue amounting to ` 29,222.55 (P.Y ` 29,222.55) for setting up and expansion of manufacturing units, setting up of retail outlets, meeting working capital requirements and for general corporate purposes upto the year ended 31st March, 2013. Further, the Company in the Previous year has allotted 7,080,000 Equity Shares of ` 10 each which includes Security Premium of ` 140 each for 5,800,000 equity shares issued to Promoters and Promotor Group and ` 115 each for 1,280,000 Equity Shares issued to Non Promoters through Preferential allotment.a. Reconciliation of the shares outstanding at the beginning and at the end of the year

As at 31st March, 2015 As at 31st March, 2014No. Amount No Amount

Outstanding at the beginning & end of the year 71,906,485 7,190.65 64,826,485 6,482.65

Add : Issued during the year - Through Preferential Allotment to Non-Promoter Group)

- - 5,800,000 5,800.00

Add : Issued during the year - Through Preferential Allotment to Promoters and Promoter Group)

- - 1,280,000 1,280.00

71,906,485 7,190.65 71,906,485 7,190.65

b. Terms / rights attached to equity shares The Company has only one class of Equity Shares having a par value of ` 10/- per Share. Each holder of equity shares is entitled

to one vote per Share. The Company declares and pay dividends in Indian Rupees. In the event of liquidation of the company, the holders of Equity Shares will be entitled to receive remaining assets of the

Company. The distribution will be in proportion to the number of Equity Shares held by the shareholders.c. 73.46% (Previous Year 73.46%) of Equity Shares of the Company are held by the promoter group of the Company.d. Details of shareholders holding more than 5% of total Equity Shares of the Company :

As at 31st March, 2015 As at 31st March, 2014No. % holding No % holding

Umesh Parekh 10,141,300 14.10% 10,141,300 14.10%Kamlesh Shailendra Parekh 17,364,100 24.15% 17,364,100 24.15%Nillesh Parrekh 9,557,200 13.29% 9,557,200 13.29%Umesh Parekh HUF 5,582,000 7.76% 5,582,000 7.76%Nilesh Parekh HUF 3,646,880 5.07% 3,646,880 5.07%

As per records of the Company, including its register of shareholders / members and other declarations received from shareholders regarding beneficial interest, the above shareholding represents both legal and beneficial ownership of shares.

Notes to Financial Statements for the year ended 31st March, 2015 (` in Lacs)





Note 4 RESERVES AND SURPLUSAmalgamation Reserve 325.59 325.59

Securities Premium Account

At the commencement of the year 51,448.21 41,856.21

Additions during the year :

- on Preferential Allotment of Equity Shares [refer note 3] - 9,592.00

Balance at the end of the year 51,448.21 51,448.21

General Reserve at the commencement & end of the year 9,824.05 9,824.04

Surplus / (Deficit) in the statement of Profit and Loss

At the commencement of the year *** 25,422.03 100,333.74

Less: adjustment for Depreciation (25.80) -

Profit for the year (76,037.33) (77,187.02)

Add : Appropriations

Proposed Equity Dividend* - 1,944.79

Dividend Tax* - 330.52

Balance at the end of the year (50,641.10) 25,422.03

Debenture Redemption Reserve 3,000.00 3,000.00

13,956.75 90,019.87

* Dividend for the Financial year 2012-13, recommended by the Board of Directors in the Board Meeting held on 27th May, 2013 was subsequently disapproved by the Shareholders in the Annual General Meeting and accordingly the same and dividend tax thereon has been reversed in the Previous Year.

** The Company had not created any Debenture Redemption Reserve in the Current & Previous Financial Year due to negative profits.

*** During the year depreciation has been provided on Fixed Assets as per useful life specified in the Companies Act, 2013 as per preliminary assessment of useful life by the Company. In case of existing assets, depreciation has been provided based on the remaining useful life of the assets. Based on the current estimates, carrying value of the assets whose useful life is already exhausted as on April 2014 amounting to Rs 25.80 has been recognised in the Opening balance of retained earnings.

Note 5 LONG TERM BORROWINGSSecured

- 11% Non convertible debenture* - 3,500.00

- 3,500.00

* Debentures are due for repayment at the end of 3rd, 4th and 5th year in the ratio of 30:35:35 from the date of allotment, viz, 20/12/2010 and 03/11/2010, ` 5,000 each. These are Secured by first charge on the Fixed Assets of the Company to the extent of 1.25 times of the value of non convertible debentures. The Company has defaulted in repayment of 1st two installments of principal amounting to ` 6,500/- and interest amounting to ` 1,539.62/-.

Note 6 LONG TERM PROVISIONS Employee benefits (Refer note 41) 3.22 21.47

3.22 21.47






Note 7 SHORT TERM BORROWINGSecured loans From Banks- Cash credit from banks* 98,351.40 87,244.35 - Short Term Loan (Amount Payable against Bills discounted crystallised and LC / SBLC's devolved by the Banks)***

82,226.97 69,577.22

- Bills Discounted (Crystallised Value)*** 76,851.33 111,462.38 From other financial institutions - 11% Non convertible Debenture (Refer Note no. 5 Above) 10,000.00 6,500.00 - Other Short Term Loan **** 7,454.39 6,257.78 Unsecured loan - Inter Corporate Deposits from Related Parties***** 574.86 250.00 Unsecured loan - From banks & other financial institutions 297.57 -

275,756.52 281,291.73

* Secured by way of first pari passu charge on current assets of the Company, both present and future, excluding assets having specific charge of respective financing banks, and second charge on fixed assets, both current and future. Irrevocable and unconditional personal guarantee of the Promoter Directors.

It also includes the loan amount credited by the banks in lieu of Devolved LC / SBLC's and Crystallised Bills Discounted to the extent credited by the banks in Cash Credit Account.

*** Secured by first charge on export bills discounted under confirmed orders & bills purchased under confirmed orders by banks. Also secured by way of margin money and first pari passu charge on the current assets of the Company, both present and future, and second charge on fixed assets of the Company, both present and future. Irrevocable and unconditional personal guarantee of the Promoter Directors.

It excludes the loan amount credited by the banks in lieu of Devolved LC / SBLC's and Crystallised Bills Discounted to the extent credited in Cash Credit Account.

**** Secured by way of margin money and first pari passu charge on current assets of the Company, both present and future, excluding assets having specific charge of respective financing banks, and second charge on fixed assets of the Company, both present and future. Irrevocable and unconditional personal guarantee of the Promoter Director.

***** Some of the Banks have liquidated Full / Part of Fixed Deposits in lien and adjusted the same with the loan taken by the Company. Further, Fixed Deposit made by one of the Company's subsidiary, Gaja Fincorp Pvt. Ltd. (formerly known as Veeyu India Pvt. Ltd.) and one of the director Mr. Nillesh Parrekh amounting to Rs. 250.00 lacs each, with State Bank of India was adjusted with loan liability of the Company. Amount of fixed deposit adjusted of Gaja Fincorp Pvt. Ltd. is included as liability under Inter Corporate Deposits from related entities above by reducing the loan liability balance to that extent and for the amount adjusted from account of the Director, the Company had requested the bank to reverse the same hence is not reduced from the loan liability of the Company.

Note 8 TRADE PAYABLE Trade Payable (Refer Note 47) 65,886.97 60,213.45

Note 9 OTHER CURRENT LIABILITIES Interest accrued but not due on borrowings 29,467.45 5,909.83 Unpaid dividends (Includes IPO Refund Amount) 9.22 9.27 Advance received from customers 100.47 102.07 Statutory liability 8.00 169.82 Other payables * 2,259.25 3,642.88

31,844.39 9,833.87

* Other payables includes liabilities for purchase of assets, employee benefit expenses and miscellaneous payables




Note 10 SHORT TERM PROVISIONS Employee benefits (Refer note 41) 21.89 47.58

21.89 47.58

Note 11 FIxED ASSETSDescription Gross Block Depreciation/ Amortisation Net Block

As at 1st April,

2014

Additions Deduction As at 31st March,

2015

As at 1st April,

2014

For the year Deductions /Adjustments

**

As at 31st March,

2015

As at 31st March

2015

As at 31st March,

2014

Tangible Assets

Freehold Land 210.86 - - 210.86 - - - - 210.86 210.86

Buildings

- Freehold 6,289.01 - 2.00 6,287.01 1,253.48 128.21 - 1,381.69 4,905.32 5,035.53

- Leasehold * 391.70 - - 391.70 132.25 7.59 - 139.84 251.86 259.45

Plant & Equipment 14,227.37 0.21 3.89 14,223.69 5,169.90 694.10 1.31 5,862.69 8,361.00 9,057.47

Furniture & Fixtures 1,982.77 - - 1,982.78 733.74 151.44 (1.38) 886.56 1,096.22 1,249.03

Office Equipments 93.01 1.06 3.77 90.30 47.91 13.97 (8.80) 70.68 19.62 45.10

Computers & related equipments 244.64 - 1.10 243.54 190.18 28.75 (12.99) 231.92 11.62 54.46

Vehicles 135.18 - 0.48 134.70 111.13 8.72 (0.16) 120.01 14.69 24.05

Total 23,574.54 1.27 11.24 23,564.58 7,638.59 1,032.78 (22.02) 8,693.39 14,871.20 15,935.95

Intangible Assets

Computer Software 19.58 - - 19.58 17.77 0.73 - 18.50 1.08 1.81

Total 19.58 - - 19.58 17.77 0.73 - 18.50 1.08 1.81

Previous Year

Tangible Assets 22,120.50 1,618.98 164.94 23,574.54 5,451.87 2,241.32 54.60 7,638.59 15,935.95 16,668.63

Intangible Assets 19.58 - - 19.58 16.58 1.19 - 17.77 1.81 3.00

* Includes Gross Block ` 201.92 (Previous Year ` 201.92), Accumulated Depreciation ` 70.67 (Previous Year ` 67.98) and written down value ` 131.25 (Previous Year ` 133.94), jointly held with others.

* Includes Gross Block ` 102.93 (Previous Year 102.93) and Accumulated Depreciation ` 42.22 (Previous Year ` 40.04), that are yet to be registered in the name of the Company.

** During the year depreciation has been provided on Fixed Assets as per useful life specified in the Companies Act, 2013 as per preliminary assessment of useful life by the Company. In case of existing assets, depreciation has been provided based on the remaining useful life of the assets. Based on the current estimates, carrying value of the assets whose useful life is already exhausted as on April 2014 amounting to ` 25.80 has been recognised in Deduction/Adjustments during the year and opening balance of retained earnings.




Note 12 NON-CURRENT INVESTMENTNo. of Shares

31st March, 2014

No. of Shares

31st March, 2015

Currency Face Value per share

As at 31st March,

2015

As at 31st March,

2014

Unquoted - at cost

(Long Term - Other Than trade)

Investment in equity instruments (fully paid)Shares in Subsidiary Companies Alex Mercury Power Private Limited 10,000 10,000 INR 10 1.00 1.00

Easy Fit Jewellery Limited 3,500,000 3,500,000 INR 10 4,729.68 4,729.68

Gaja Finance Private Limited 2,250,000 2,250,000 INR 10 225.00 225.00

Gaja Retail Pvt. Limited (Formerly known as Gokul Jewellery House Private Limited)

282,500 282,500 INR 10 28.48 28.48

Oroitalia Chains Private Limited 5,000 5,000 INR 10 0.50 0.50

Sumit Jewels Private Limited 362 362 INR 1,000 117.65 117.65

Shree Ganesh Jewellery House (Singapore) Pte. Limited. 10,000 10,000 SGD 1 2.74 2.74

Shree Ganesh Jewellery House FZE 264 264 AED 100,000 3,290.65

Less : Provision for diminution in value of investments (Refer Note 31) (3,290.65) - -

Shree Ganesh Jewellery House (Ghana) Limited 1,000,000 - GHC 1 284.15

Less : Provision for diminution in value of investments (Refer Note 31) (284.15) - -

Gaja Fincorp Private Limited. (Formerly Known as Veeyu India Private Limited)

7,504,095 7,504,095 INR 10 1,792.21 1,792.21

6,897.26 6,897.26

Share Application MoneyShree Ganesh Jewellery House FZE 2,866.97

Less : Provision for diminution in value of Investments (2,866.97) - -

- -

6,897.26 6,897.26



Note 13 DEFERRED TAx ASSETS (REFER NOTE 48)Deferred taxDeferred tax asset (net) included in the Balance Sheet comprises of :Deferred tax assetsExcess of written down value of assets as per Income Tax Act, 1961 and net book value of such assets (to the extent reversing after the period during which the Company is eligible for exemption under Sections 10A and 10AA of the Income Tax Act, 1961)

- 21.64

Provision for doubtful debts - 20,080.09 Other timing differences - 20,291.37 Deferred tax asset (net) - 40,393.10






Note 14 LONG TERM LOANS AND ADVANCESUnsecured and considered goodLoan to related parties * (Refer note 45) 3,600.00 3,600.00 MAT credit entitlement (Refer note 50) - 10,923.00 Security Deposit 478.72 540.91

4,078.72 15,063.91 * Loans are provided for the purpose of Business.

Note 15 OTHER NON-CURRENT ASSETS(Unsecured)(Long term Trade Receivable (including trade receivable on defined credit terms) - Considered Good (Refer note 31)

- 253,234.93

- 253,234.93

Note 16 INVENTORIES(At lower of cost and net realisable value)Raw materials and stones (Refer note 36) 2,339.29 21,907.42 Work-in-progress * 131.45 30.51 Finished goods (refer note 36) 2,577.16 3,246.42

5,047.90 25,184.35

* Include stock lying with third parties ` 201.65 (Previous year ` 23.29). Closing stock excludes stock provided by third parties amounting to ` 72.11 (Previous Year ` 107.90) as at the year end lying with us.

Note 17 TRADE RECEIVABLES*(Unsecured)Debts outstanding for a period exceeding six months from the date they are due for payment- considered good 329,484.85 36,335.16 - considered doubtful 61,315.41 59,076.47

390,800.26 95,411.63 Less: Provision for doubtful debts 61,315.41 59,076.47

329,484.85 36,335.16 Other debts - considered good 23,081.11 29,600.11

352,565.96 65,935.27

* Same parties netting off were made for common balances in trade receivables and trade payables. However, out of the above some may or may not be netted-off by the banks, and accordingly the trade receivables may represent & include both discounted or other bills, which is in process by the Banks for netting-off as per RBI guidelines.

Note 18 CASH AND CASH EQUIVALENTSCash on hand 7.35 50.34 Balances with bank- on current accounts 484.22 194.55 - on unpaid dividend account and IPO refund account 9.22 9.27 Other bank balances- on Bank deposits * 1,354.05 19,520.16

1,854.84 19,774.32

* Bank Deposit are held as margin money against various secured short term borrowings. Maturity of the same is due within six months.






Note 19 SHORT TERM LOANS AND ADVANCES(Unsecured and considered good)Loans and Advances to related parties (Refer note 45) 3,163.51 2,760.22Income tax [net of provision for income tax ` 11,704.37(Previous year provision for tax ` 11,757.90) ]

2,004.71 1,880.14

Other loan and advances 4,079.10 4,425.03 9,247.32 9,065.39

Note : (a) Loans and Advances to related parties Shree Ganesh Jewellery House (Singapore) Pte Limited 14.68 14.68 Gaja Retail Pvt. Ltd. (Formerly known as, Gokul Jewellery House Pvt. Ltd.) 59.11 -Oroitalia Chains Private Limited 195.32 -Easy Fit Jewellery Limited 971.43 835.41 Alex Mercury Power Private Limited 1,910.13 1,910.13 Sumit Jewels Private Limited 7.35 - Gaja Finance Private Limited 5.49 -

3,163.51 2,760.22

Note 20 OTHER CURRENT ASSETSInterest accrued but not due on deposits and loans given 2.22 520.16

2.22 520.16

Year ended31st March, 2015


Note 21 REVENUE FROM OPERATIONSSale of Products (Refer note 35) 44,817.74 982,874.79 Sale of Services:-Job work charges 67.96 191.66 Other operating revenue 1.00 21.22

44,886.70 983,087.67

Note 22 OTHER INCOMEGain on foreign exchange fluctuation (net) 10,147.86 - Miscellaneous Income 93.50 174.60

10,241.36 174.60

Note 23 COST OF MATERIALS CONSUMED *Opening stock 21,907.42 11,173.10 Add: Purchases 8,420.19 257,891.23 Less :Closing stock 2,339.29 21,907.42

27,988.32 247,156.91 * Refer note 37






Note 24 PURCHASES OF STOCk-IN-TRADEGold Jewellery and articles 17,663.05 188,937.30 Precious/Semi precious stones - 480,535.47

17,663.05 669,472.77

Note 25 CHANGES IN INVENTORIES OF WORk-IN-PROGRESS, FINISHED GOODS AND STOCk-IN-TRADE

Closing Stock- Work In Progress 131.45 30.51 - Finished Goods 2,577.16 3,246.42 Less : Opening Stock - Work In Progress 30.51 20,203.28 - Finished Goods 3,246.42 27,231.30

(568.32) (44,157.65)



Note 26 EMPLOYEE BENEFITS ExPENSESalaries and wages 421.74 1,214.94 Contribution to Employee Benefit Funds 14.93 20.55 Staff welfare expense 2.15 15.14 Directors Remuneration 38.10 39.00

476.92 1,289.63

Note 27 FINANCE COSTInterest expense (net) * 31,259.22 27,265.24 Other borrowing costs 58.11 1,562.46

31,317.33 28,827.70

* Net of Interest Income on Fixed Deposits with bank held as margin money and interest on loan to subsidiaries amounting to ` 1,323.83 (PY ` 6,840.30)

Note 28 OTHER ExPENSESAlloys and consumables consumed 0.39 5.96 Power and fuel 41.07 91.39 Loss on foreign exchange fluctuation (net) - 458.93 Rent (refer Note 48) 65.76 164.84 Repairs & maintenance - Building 21.26 63.73 - Machinery 0.99 8.60 - Others 2.43 2.83






Note 28 OTHER ExPENSES (Contd.)Insurance 47.33 163.90 Provision for Doubtful debts (Refer Note 31) - 59,076.47 Diminution in Investment (Refer Note 31) - 6,441.78 Rates and taxes 10.16 37.12 Sales promotion expenses 19.95 232.73 Legal and consultancy charges 87.80 228.00 Job work charges - 87.38 Auditor remuneration (Refer note 44) 13.80 22.25 Travelling expense 52.64 296.22 Sundry Balances Written off 189.61 - Miscellaneous expenses 248.64 855.67

801.83 68,237.80

Note 29 ExCEPTIONAL ITEM* Purchase Return (Purchase in Previous Year 12-13) - (98,432.07)Sales Return (Sales in Previous Year12-13) - 98,427.93 Exceptional Losses on Merchanting Transaction - 39,063.28

- 39,059.14

*The Company had sold diamonds of USD 171,508,700/- (approx INR 97,184.52) in the Financial Year 2012-13 to its customers based in Hongkong under merchanting trade. Since there were no recovery from these customers from last one year, the Company decided to take back the diamonds and returned it to the supplier. The Company negotiated with the supplier however since the company had availed volume discount at the time of purchase, the supplier had asked for reversal of discount offered earlier. Finally the supplier had agreed to take back the goods at mismatch @ 40% discount value only. Accordingly in the previous year the Company had incurred (approx INR 39,063.28) USD 62,350,015/- (converted @ ` 62.6516/ USD) loss on merchanting trade.

Note 30 CURRENT TAxESAdjustments / (credits) related to previous years - Net - (61.70)

- (61.70)

31 "The Company through its wholly owned subsidiary Shree Ganesh Jewellery House FZE, in the month of August 2013 entered into an agreement for purchase of bullion from one of its supplier for 35 Tons quantity @USD 1420/oz based on orders in hand for bullion. However due to non-allowance and frequent changes in RBI policies for import of gold, the Company could not import bullion and the Company had to rescind the contract in the month of October 2013 @USD 1259/oz and accordingly the company had incurred a loss of USD 180,820,029/- i.e. approx ` 108,599.33 (` 60.059/USD). To fund the losses the subsidiary entered into an arrangement with the supplier for supply of diamonds on 30% COD basis (30% equals the amount of loss) and balance on a credit period of approx 2 years.

Total losses suffered ` 108,599.33, of which the subsidiary of the Company had absorbed approx ` 49,522.85 (USD 82,456,536/-) to the extent of its net worth. The balance ` 59,076.47 is provisioned in the previous year as doubtful debt on account of receivables from its subsidiary because of non-ability to pay the amount by its subsidiary.

Investment value of ` 6157.63 appearing in the books of the Company is also provided for since the networth of the subsidiary has become negative due to loss incurred by them as explained above.

` 253,234.93 shown as Long term non-current assets receivable from its subsidiary is because the same is sold by its subsidiary to the party with whom bullion transactions was booked and subsequently cancelled and arrangement for supply of bullion under 30% COD and balance on deferred payment basis i.e. on 2 years credit.




As explained above the company had incurred a total loss of ` 1,171.56 (PBT) in the previous year. Further since the subsidiary had sold goods of approx ` 2,532.35 on a credit of 2 years. The company underwent a liquidity crunch and was not able to pay towards liquidity dues. During the year 2013-14, the company had incurred total operating loss of ` 117,181.86 Lacs, negative cash from operations of ̀ 135,296.71 Lacs, failed to repay its long term borrowings of ̀ 3,000 Lacs and short terms borrowings of ` 281,291.72 Lacs, unable to pay its creditors of ` 60,213.45 Lacs. Accordingly the Company had filed a request with its bankers for composite Corporate Debts restructuring for debts taken by the Company.

Further during the previous financial year, one of our wholly owned subsidiary Shree Ganesh Jewellery House (Ghana) Ltd. purchased gold of approx 5.00 Kgs. However there was a theft and the Company has taken due steps to recover but has not recovered the same yet. Hence provision to that effect has been created.



Note 32 OUTSTANDING BANk GUARANTEEOutstanding Bank guarantee 219.92 255.02

219.92 255.02

Note 33 CONTINGENT LIABILITIES i. Corporate Guarantees given - on behalf of subsidiaries 10,110.00 10,500.00 - on behalf of other group companies 39,108.50 33,660.00 ii. Claims against the Company in respect of Sales Tax matters not acknowledged as debts 4,807.31 4,724.13

Note 34 BASIC AND DILUTED EARNINGS PER SHARE(a) Calculation of weighted average number of equity shares of ` 10 each for basic

earning per share.Number of equity shares at the beginning of the year 71,906,485 64,826,485 Fresh Issue of Equity shares - through preferential allotment - 7,080,000 Weighted average number of Equity Shares outstanding during the year for basic EPS 71,906,485 70,352,732

(b) Net profit attributable to Equity Shareholders (76,037.33) (77,187.02)(c) Basic and Diluted earnings per Equity Share (`) (105.74) (109.71)

(Face value per Equity Share of ` 10 each)

7,19,06,485 (previous year 64,826,485) equity shares outstanding for 365 days, Nil (previous year 5,800,000) equity shares outstanding for 299 days and Nil (previous year 1,280,000) equity shares outstanding for 221 days.

Note 35 DETAILS OF PRODUCT SOLDFinished Goods Sold- Gold Jewellery & Article 4,132.34 247,462.36 - Medallions 9.41 462.92 - Precious / Semi precious stones 22,964.88 47,923.37

27,106.63 295,848.65 Stock-in-trade- Gold Jewellery & Article 17,711.10 202,045.94 - Precious / Semi precious stones - 484,980.20

17,711.10 687,026.14






Note 36 DETAILS OF INVENTORIESRaw Material and Component- Gold Bar 2.67 332.55 - Precious/Semi precious stones 2,336.62 21,574.87

2,339.29 21,907.42 Work in Progress- Gold Jewellery 131.45 30.51 Finished Goods- Gold Jewellery and articles 1,422.17 2,245.92 - Medallions - 58.08 - Precious/Semi precious stones 1,154.99 942.42

2,577.16 3,246.42

Note 37 DETAILS OF RAW MATERIAL AND COMPONENTS CONSUMEDGold Bar 4,408.01 212,798.56 Precious/Semi precious stones 23,580.30 34,358.35

27,988.31 247,156.91

Year ended 31st March 2015 Year ended 31st March 2014Value Percentage Value Percentage

Note 38 DETAILS OF IMPORTED AND INDIGENOUS RAW MATERIALS AND STONES CONSUMED.

Raw Materials and stonesImported 26,352.53 94.16% 239,756.50 97.01%Indigenous 1,635.78 5.84% 7,400.41 2.99%Total 27,988.31 100.00% 247,156.91 100.00%



Note 39 VALUE OF IMPORTS ON CIF BASISRaw materials (including goods in transit) 23,825.82 922,889.35 Capital goods - 37.75

Note 40 ExPENDITURE AND EARNINGS IN FOREIGN CURRENCY(a) Expenditure in foreign travel 14.39 20.70 (b) Earnings in Exports on FOB basis 28,054.43 598,553.00




41. The details of employee benefits for the year on account of gratuity which is unfunded defined employee benefit plan is as under.

Particulars Year ended31st March, 2015

Gratuity-Unfunded


Gratuity-Unfunded (a) Component of Employer Expense

Current service cost 4.39 23.44 Interest cost 5.70 3.72 Actuarial (Gains) / Losses (50.88) (2.39)Total Expenses recognised in the Statement of Profit & Loss Account (40.79) 24.77

(b) Change in Defined Benefit Obligation (DBO) during the yearPresent value of DBO at the beginning of period 63.42 50.95 Current service cost 4.39 23.44 Interest cost 5.70 3.72 Actuarial (Gains) / Losses (50.88) (2.39)Benefits Payments (2.96) (12.30)Present Value of DBO at the year end 19.67 63.42 Current liability 3.22 41.95 Non current liability 16.45 21.47

19.67 63.42 Actuarial AssumptionsDiscount Rate 7.80% 9.20%Salary Escalation Rate 5.00% 5.00%The Gratuity expenses have been recognised as ‘Employee benefit expense’ under Note 26.

The estimates of future salary increases, considered in actuarial valuations take account of inflation, seniority, promotion and other relevant factors such as supply and demand factors in the employment market.

42. The company has not entered into forward contracts which are outstanding on balance sheet date in the current year and previous year.

43. Foreign Currency exposure not hedged by derivative instruments or forward cover as on balance sheet date are as follows :

Year ended31st March, 2015 Amount in USD

Year ended31st March, 2014 Amount in USD

Debtors 5,642.79 5,278.50 Creditors 1,043.96 1,039.70

Note 44 AUDITOR'S REMUNERATION INCLUDES- As auditor 12.00 12.00 - For taxation matter 1.50 1.50 - For other services 0.30 8.75

13.80 22.25




2014-2015 2013-2014(i) Enterprises directly / indirectly

are under common control with the Company

(a) Gaja Retail Pvt. Ltd. (Formerly known as Gokul Jewellery House Private Limited)

(a) Gaja Retail Pvt. Ltd. (Formerly known as Gokul Jewellery House Private Limited)

(b) Shree Ganesh Jewellery House FZE (b) Shree Ganesh Jewellery House FZE(c) Shree Ganesh Jewellery House

(Singapore) Pte. Ltd.(c) Shree Ganesh Jewellery House

(Singapore) Pte. Ltd.(d) Shree Ganesh Jewellery House

(Ghana) Ltd.(d) Shree Ganesh Jewellery House

(Ghana) Ltd.(e) Easy Fit Jewellery Limited (e) Easy Fit Jewellery Limited(f) Sumit Jewels Private Limited (f) Sumit Jewels Private Limited(g) Gaja Finance Private Limited (g) Gaja Finance Private Limited(h) Alex Mercury Power Private Limited (h) Alex Mercury Power Private Limited(i) Alex Spectrum Radiation Private

Limited(i) Alex Spectrum Radiation Private

Limited(j) Alex Astral Power Private Limited (j) Alex Astral Power Private Limited(k) Alex Green Energy Private Limited (k) Alex Green Energy Private Limited(l) Gaja Fincorp Pvt. Ltd. (Formerly

Known as Veeyu India Private Limited)

(l) Gaja Fincorp Pvt. Ltd. (Formerly Known as Veeyu India Private Limited)

(m) Shree Ganesh Jewellery House DMCC (m) Shree Ganesh Jewellery House DMCC(n) Shirdi Commodities Private Limited (n) Shirdi Commodities Private Limited(o) Shirdi Commosale Private Limited (o) Shirdi Commosale Private Limited(p) Kamalraj Merchandise Private Limited (p) Kamalraj Merchandise Private Limited(q) Chaturbhuj Vyapar Private Limited (q) Chaturbhuj Vyapar Private Limited

(r) Shree Ganesh Jewellery House (HK) Ltd (r) Oroitalia Chains Private Limited

(s) Oroitalia Chains Private Limited

(ii) Individuals owning (directly / indirectly) an interest in the voting power of the Company that gives them control or significant influence (also the key management personnel and their Relatives)

(a)(b)

Mr. Nillesh Parrekh - Chairman Mr. Umesh Parekh - Managing Director

(a)(b)

(c)

Mr. Nillesh Parrekh - Chairman Mr. Umesh Parekh - Managing DirectorMr Karan Parekh

(iii) Enterprise over which persons mentioned in (ii) are able to exercise significant influence

(a)(b)(c)(d)

Kalindi Enclave Pvt. Ltd.Safal Properties Private LimitedDhanteres Estates Pvt. Ltd.Swastik Wheat Product Agencies Private Limited

(a)(b)(c)(d)

Kalindi Enclave Pvt. Ltd.Safal Properties Private LimitedDhanteres Estates Pvt. Ltd.Swastik Wheat Product Agencies Private Limited

Note 45 Related parties disclosure in accordance with AS - 18 prescribed by Companies (Accounting Standard) Rules, 2006




Nam

e of t

he p

arty

(n

atur

e of t

he re

latio

nshi

p) S

ale

Frei

ght

& ot

her

char

ges

Rent

ex

pens

eRe

nt

inco

me

Rem

uner

atio

n in

cludi

ng

com

miss

ion

on p

rofit

Loan

ta

ken

Adv

ance

gi

ven

Loan

gi

ven

Repa

ymen

t of

loan

gi

ven

Inte

rest

re

ceiv

ed /

rece

ivab

le

durin

g the

ye

ar

Inte

rest

Pa

id /

Paya

ble

durin

g th

e yea

r

Loan

s ou

tsta

ndin

g ot

her

rece

ivab

le /

(pay

able

) as a

t th

e yea

r end

Rece

ivab

le/

(pay

able

) at

ye

ar en

d

(i)

Ente

rpris

es di

rectly

/ ind

irectl

y are

unde

r com

mon

cont

rol w

ith th

e Com

pany

Shree

Gan

esh J

ewell

ery H

ouse

(Sing

apor

e) Pt

e Ltd

-

- -

- -

--

- -

- -

14.68

-

Easy

Fit J

ewell

ery Li

mite

d 13

9.93

- -

- -

--

210.

32

153.0

0 78

.70

- 97

1.43

139.9

3

Gaja

Reta

il Pvt

. Ltd

. (Fo

rmerl

y kno

wn as

Gok

ul Je

welle

ry Ho

use P

rivat

e Lim

ited)

- -

- -

- -

25.0

0-

- -

- 59

.11

-

Gaja

Finco

rp Pv

t. Lt

d. (Fo

rmerl

y Kno

wn as

Veey

u Ind

ia Pr

ivate

Limi

ted)

" -

- -

10.38

-

300.

00

- -

- -

24.86

(5

74.86

) 8.

50

Gaja

Finan

ce Pr

ivate

Limi

ted

- -

- -

- -

- 10

.50

5.25

0

.24

- 5.

49

-

Alex

Merc

ury P

ower

Priva

te Li

mite

d -

- -

- -

- -

- -

- -

5,51

0.13

-

Alex

Spec

trum

Radia

tion P

rivat

e Lim

ited

- -

- -

- -

- -

- -

- -

-

Shree

Gan

esh J

ewell

ery H

ouse

(Gha

na) L

td.

- -

- -

- -

- -

- -

- -

-

Shree

Gan

esh J

ewell

ery H

ouse

FZE

- -

- -

- -

- -

- -

- -

328,8

98.0

5

Shree

Gan

esh J

ewell

ery H

ouse

(HK)

Ltd.

22,09

9.97

4.57

-

- -

- -

- -

- -

- 22

,749.0

0

Sumi

t Jew

els Pr

ivate

Limi

ted

- -

- -

- -

- 7.

12

- 0

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- 7.

35

-

Oroit

alia C

hains

Priva

te Li

mite

d -

- -

1.85

-

- 26

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- -

- 19

5.32

157.3

9

(ii)

Indiv

iduals

ownin

g (dir

ectly

/ ind

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inte

rest

in th

e vot

ing po

wer o

f the

Comp

any (

also t

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ey

Mana

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nt Pe

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d the

ir Re

lative

s)

-

Mr. N

illes

h Parr

ekh

- -

- -

18.0

0 -

- -

- -

- -

(22.5

0)

Mr. U

mesh

Parek

h -

- -

- 18

.00

- -

- -

- -

- (2

2.50)

Mr. K

aran P

arekh

-

- -

- -

- -

- -

- -

- -

(iii)

En

terp

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ver w

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s men

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) are

able

to ex

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sign

ifica

nt in

fluen

ce

Kalin

di En

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Priva

te Li

mite

d -

- -

- -

- -

- -

- -

- (2

.25)

Safal

Prop

ertie

s Priv

ate L

imite

d -

- 55

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- -

- -

- -

- -

- 20

2.94

Sw

astik

Whe

at Pr

oduc

ts Ag

encie

s Priv

ate L

imite

d -

- -

- -

- -

- -

- -

- 2.

50

Tota

l22

,239.9

0 4.

57

55.27

12

.23

36.00

30

0.00

51.56

227.9

4 15

8.25

79.17

24.86

6,

188.6

5 35

2,111

.06

Not

e 45

Rela

ted

Part

ies D

iscl

osur

e in

Acc

orda

nce

with

AS

- 18

Pres

crib

ed b

y Co

mpa

nies

(Acc

ount

ing

Stan

dard

) Rul

es, 2

006

(a) R

elat

ed p

artie

s wi

th w

hom

ther

e ha

ve b

een

tran

sact

ions

dur

ing

the

year

end

ed 3

1st M

arch

, 201

5

[ ` in

Lac

s ]




Name

of th

e part

y (na

ture o

f the r

elatio

nship

) In

vestm

ent

Purch

ases

Sale

Freig

ht &

Othe

r Cha

rges

Rent

ex

pens

eRe

nt

Incom

e Sa

le of

Fixed

As

sets

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t Adv

ance

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ved

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nerat

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includ

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mmiss

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on pr

ofit

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n Ad

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enRe

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ent

of ad

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en

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give

n Re

paym

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f Lo

an Gi

ven

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est re

ceive

d /

Recei

vable

durin

g the

year

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g othe

r rec

eivab

le / (

payab

le) as

at

the ye

ar en

d

Recei

vable

/ (pa

yable)

at

year e

nd

(i) En

terpri

ses di

rectly

/ ind

irectl

y are

unde

r com

mon c

ontro

l with

the C

ompa

ny

Shree

Gane

sh Je

welle

ry Ho

use (S

ingap

ore)

Pte Lt

d -

- -

- -

- -

- -

- -

- -

- -

14.68

-

Easy

Fit Je

welle

ry Lim

ited

- -

- -

- -

- -

- -

- -

26,32

9.31

25,82

7.60

46.69

83

5.41

-

Gaja

Retai

l Pvt.

Ltd.

(Form

erly k

nown

as Go

kul

Jewe

llery

House

Priva

te Lim

ited)

- -

- -

- -

- -

- 49

5.10

594.0

0 -

- -

34.11

-

Gaja

Fincor

p Pvt.

Ltd.

(Form

erly K

nown

as Ve

eyu

India

Priva

te Lim

ited)

- -

- -

- 15

.24

- -

- 25

0.00

- -

200.0

0 21

6.80

1.06

(250

.00)

2.34

Alex M

ercury

Powe

r Priv

ate Li

mited

-

- -

- -

- -

- -

- -

- 12

9.30

325.0

0 51

6.23

5,51

0.13

-

Alex S

pectr

um Ra

diatio

n Priv

ate Li

mited

-

- -

- -

- -

- -

- -

- -

- -

- -

Shree

Gane

sh Je

welle

ry Ho

use (G

hana

) Ltd.

28

4.15

- -

- -

- -

- -

- -

- -

- -

- -

Shree

Gane

sh Je

welle

ry Ho

use FZ

E -

38,65

5.70

285,6

30.22

48

.49

- -

- -

- -

- -

- -

- -

316,3

93.18

Sumi

t Jew

els Pr

ivate

Limite

d -

- -

- -

- -

- -

- -

- 2,

105.2

6 2,

105.2

6 -

- -

Oroit

alia C

hains

Priva

te Lim

ited

- -

- -

- 10

.02

- -

- -

80.35

-

- -

21.65

17

4.12

157.3

9

(ii)Ind

ividu

als ow

ning (

direct

ly /in

direct

ly) an

int

erest

in the

votin

g pow

er of

the Co

mpan

y (al

so the

key M

anag

emen

t Pers

onne

l and

the

ir Rela

tives)

-

Mr. N

illesh

Parre

kh

- -

- -

- -

- -

18.00

-

- -

- -

- -

(4.50

)

Mr. U

mesh

Parek

h -

- -

- -

- -

- 18

.00

- -

- -

- -

- (4

.50)

Mr. K

aran P

arekh

-

- -

- -

- -

151.3

6 -

- -

- -

- -

- -

(iii)

Enter

prise

over

which

perso

ns m

entio

n in (

iii)

are ab

le to

exerc

ise si

gnific

ant in

fluen

ce

Kalin

di En

clave

Priva

te Lim

ited

- -

- -

6.00

-

- -

- -

- -

- -

- -

(2.25

)

Safal

Prop

erties

Priva

te Lim

ited

- -

- -

72.00

-

94.05

-

- -

- -

- -

- -

-

Swast

ik Wh

eat P

roduct

s Age

ncies

Priva

te Lim

ited

- -

- -

3.50

-

- -

- -

- -

- -

- -

-

Total

284.1

5 38

,655.7

0 28

5,630

.22

48.49

81

.50

25.26

94

.05

151.3

6 36

.00

250.0

0 57

5.45

594.0

028

,763.8

728

,474.6

658

5.62

6,31

8.45

316,5

41.67

Not

e 45

Rela

ted

Part

ies D

iscl

osur

e in

Acc

orda

nce

with

AS

- 18

Pres

crib

ed b

y Co

mpa

nies

(Acc

ount

ing

Stan

dard

) Rul

es, 2

006

(a) R

elat

ed p

artie

s wi

th w

hom

ther

e ha

ve b

een

tran

sact

ions

dur

ing

the

year

end

ed 3

1st M

arch

, 201

4

[ ` in

Lac

s ]




The Company is engaged in the business of manufacture and sale of gold jewellery and other articles of various designs/ specification based on customer's requirements and the company's manufacturing facilities are located in India. The risk and returns of the Company are affected predominantly by the fact that it operates in different geographical areas i.e. domestic sales and export sales and accordingly geographical segment have been considered as the primary segment information.

In view of the fact that gold jewellery and other articles are manufactured and sold based on design/ specification specified by the customer there are no business segment to be reported under secondary segment information.

Segment information has been prepared in conformity with the accounting policies adopted for preparation and presentation of the financial statements of the Company.

Primary segment disclosures 31st March, 201531st March, 2014

Domestic Export Total 1. Segment revenue

External sales 16,763.31 28,054.43 44,817.74 [285,893.86] [696,980.93] [982,874.79]

Add: Job work charges 67.96 - 67.96 [188.86] [2.80] [191.66]

Add: Other income - 10,148.86 10,148.86 [2.39] [21.22] [23.61]

Add: Other unallocable income 93.50 [172.21]

Total Revenue 55,128.06 [983,262.27]

2. Segment results (478.17) 7,929.41 7,451.24 [1,213.78] -[81,247.26] -[80,033.48]

Less : Unallocable Expenses / (income) (net) 855.14 [8,320.66]

Less : Interest expense 31,317.33 [28,827.70]

Profit before tax (24,721.23)-[117,181.84]

Less : Current tax 51,316.10 -[39,994.82]

Profit After tax (76,037.33)-[77,187.02]

3. Segment assets 11,158.23 361,038.69 372,196.92 [12,220.74] [348,024.07] [360,244.81]

Add : Unallocable Corporate / other Assets 20,454.67 [38,677.57]

Add : Provision for tax (net) 2,004.71 [1,880.14]

Note 46 Segment information in accordance with Accounting Standard 17 prescribed by Companies (Accounting Standard) Rules, 2006.

[` in Lacs]




Primary segment disclosures 31st March, 201531st March, 2014

Domestic Export Total Add: MAT Credit entitlement -

[10,923.00]Add: Deferred Tax Asset -

[40,393.10]Total assets 394,656.30

[452,118.62]4. Segment liabilities 796.55 65,077.06 65,873.61

[842.70] [61,702.90] [62,545.60]Add: Unallocable Corporate / other Liabilities 31,882.87

[7,570.77]Add : Loans 275,756.51

[284,791.73]Add: Provision for tax (net) -

[0.00]Add: Proposed Dividend (including tax thereon) -

[0.00]Total liabilities 373,512.99

[354,908.10]5. Cost incurred to acquire fixed assets - 1.27 1.27

[1,600.85] [18.13] [1,618.98]Add : Unallocated - (excluding capital advances) [0.00]

1.27 [1,618.98]

6. Depreciation/amortisation 503.25 404.92 908.17 [949.02] [827.06] [1,776.08]

Add: Unallocated depreciation/amortisation 125.34 [466.43]

1,033.51 [2,242.51]

7. Significant non cash expenses other than Depreciation and amortisation - - - (included in measuring segment results) [0.00] [104,577.39] [104,577.39]

Secondary Disclosure1. Carrying amount of segment assets by location of assets

42,815.58 351,840.72 394,656.30 [133,396.34] [318,722.28] [452,118.62]

2. Cost incurred to acquire segment fixed assets by location of assets (excluding capital advances)

- 1.27 1.27

[1,618.98] [0.00] [1,618.98]Figures in Bracket represent previous year's figure.

Notes to Financial Statements for the year ended 31st March, 2015 [` in Lacs]



47 Based on the information available with the Company, there are no dues to micro and small enterprises under the Micro, Small and Medium Enterprises Development Act, 2006.

48 As per AS - 22 , issued by Company (Accounting Standards) Rules, 2006, on the basis of virtual certainty Deferred Tax Assets was recognised in the year 2013-2014. However as per recent assessment based on the outcome of Consortium Meeting held with all the consortium members regarding withdrawal of support from debt restructuring proposal of the Company, the carrying amount of the deferred tax asset is charged to Profit and Loss Account as it is no longer probable that sufficient taxable profit will be available to allow the benefit of deferred tax asset to be utilised in near future.

49 The company has taken an office and other premises on operating lease. Minimum lease payment charged during the year to the Profit and Loss Account aggregated to ` 65.76 (previous year ` 164.84).

50 During the year, the Company had written off MAT credit asset based on the assessment of current financial projections, it is probable that the Company may not be able to avail MAT benefit in the time span of next 10 years, as the projected profit taxable under normal income tax is lesser than the profit chargeable under MAT for next couple of years.

51 The Company had filed Flash Report under Corporate Debt Restructuring (CDR) mechanism for restructuring of its debt. However, in Consortium meeting of all the Banks held on 22nd January, 2015, the banks had decided to withdraw their support for restructuring the credit facilities offered to the Company .

The Company had again requested vide mail dated 4th Feb, 2015, all the lenders for reconsideration of the restructuring proposal so that the operations of the Company remain unaffected and a proper repayment schedule with mutual consent may be finalised. However the matter has been requested for reconsideration to the consortium Banks. Further, the Company filed a writ petition before the Honb'le High Court at Calcutta on 11th March, 2015 challenging inter alia the actions of the CDR Empowered Group and State Bank of India and the Honb'le High Court passed an interim order inter alia directing continuation of the "Holding on Operation" by the Company.

52 Fixed deposit amounting to ` 3031.08 (previous year ` 2287.58) pledged as security with Axis Bank against cash credit sanctioned was adjusted with the cash credit balance in the Company's books on maturity of the Fixed Deposit. However, as per cash credit account statement furnished by the bank the Fixed Deposit figure was not adjusted with the cash credit account balance. Thus, cash credit balance as per bank confirmation showed excess by ` 3031.08 (previous year ` 2287.58). Further, as per confirmation received from the bank the matured amount was not adjusted in the cash credit account but was transferred to a separate account of the bank. The bank is yet to provide explanations for such transfers made Threre is primafacie no impact on the profit/loss for the current quarter.

53 Cash credit balance of Dhanalaxmi Bank was shown less as per Company's books by ̀ 91.59. Cash credit balance as per Company's books was ` 1827.27 (previous year ` 1485.55) and balance as per bank confirmation was ` 1918.87 (previous year ` 1577.15). The Company had contested the excess amount claimed by the Bank in the High Court of Kolkata and had received a stay order on the excess claim made by the bank. However, as per order passed by the court on 10th March, 2014, pendency of the writ petition shall not preclude the respondents (bank) to proceed strictly in accordance with the Master Circular of Reserve Bank of India on Wilful Defaulters. As per order dated 8th September, 2014 of Hon'ble High Court, Kolkata, this writ petition succeeds. However, the amount remains unresolved till date.

54. The Company has been incurring cash losses in the current and previous financial year. Its current liabilities is exceeded the current assets and having negative cash flows. The Management is in the process of restructuring and is confident that these measures are expected to result in sustainable cash flows and accordingly the Company has continued to prepare its accounts on going concern basis.

55. The previous year's figures have been regrouped or reclassified wherever necessary to confirm with the current year's presentation.






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Information regarding Subsidiary Companies



ToThe Members ofSHREE GANESH JEWELLERY HOUSE (I) LIMITED [Formerly Known as Shree Ganesh Jewellery House Limited]

Report on the Consolidated Financial Statements

We have audited the accompanying Consolidated Financial Statements of SHREE GANESH JEWELLERY HOUSE (I) LIMITED (hereinafter referred to as “the Holding Company”), its eighteen subsidiary companies and one associate company (collectively referred to as “the Group”) which comprise of the Consolidated Balance Sheet as at 31st March, 2015, the Consolidated Statement of Profit and Loss and the Consolidated Cash Flow Statement for the year then ended, and a summary of the significant accounting policies and other explanatory information (hereinafter referred to as “the consolidated financial statements”).

Management’s Responsibility for the Consolidated Financial Statements

The Holding Company’s Board of Directors is responsible for the preparation of these consolidated financial statements in terms of the requirements of the Companies Act, 2013 (hereinafter referred to as “the Act”) that give a true and fair view of the consolidated financial position, consolidated financial performance and consolidated cash flows of the Group including its Subsidiary companies and associate company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. The respective Board of Directors of the companies included in the Group are responsible for maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Group and for preventing and detecting frauds and other irregularities; the selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and the design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error, which have been used for the purpose of preparation of the consolidated financial statements by the Directors of the Holding Company, as aforesaid.

Auditor’s Responsibility

Our responsibility is to express an opinion on these consolidated financial statements based on our audit. While conducting the audit, we have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under.

We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the consolidated financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Holding Company’s preparation of the consolidated financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Holding Company has an adequate internal financial controls system over financial reporting in place and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Holding Company’s Board of Directors, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that the audit evidence obtained by us and the audit evidence obtained by the other auditors in terms of their reports referred to in “Other Matters” paragraph below is sufficient and appropriate to provide a basis for our qualified audit opinion on the consolidated financial statements.

Basis of Qualified Opinion

a) Note No.7 “Short-term borrowings” and Note No.45 & 46 of the consolidated financial statements regarding the mismatch of cash credit figure as per Holding company’s books and bank confirmation received where in :

i) Fixed Deposits amounting to ` 3031.08 lakhs pledged as securities with Axis Bank against Cash Credit sanctioned was adjusted with cash credit balance in the company’s book on maturity of the fixed deposits. However as per Cash Credit




Account Statement furnished by the bank, fixed deposits figure was not adjusted with the Cash Credit Account balance. Thus, Cash credit balance as per bank statement showed excess by ` 3031.08 lakhs.

ii) Cash Credit balance of Dhanalaxmi Bank was ̀ 1827.27 lakhs & ̀ 91.59 lakhs reflecting less balance in company’s books. The Holding company had contested the excess amount claimed by the bank in the High Court of Kolkata & had received a Stay Order on the excess claim made by the bank.

iii) Cash Credit Account (A/c No.:911030049091869) balance of ` 641.67 lakhs as on March 31st, 2015 in which impact of Rs 18.20 lakhs debited by bank on dated January 31st, 2014 & ` 290.27 lakhs credited by bank on August 28, 2014 in the CC Account has not been considered. These are subject to reconciliation & consequential impact if any presently not ascertainable.

b) Note No 7 includes Short Term Borrowings of ` 44,655.46 lakhs have not been confirmed as on March 31, 2015. Hence we are unable to comment its consequential impact on receipt of such confirmation/reconciliation of such balances, if any.

c) Note No 17 “Inventories” amounting to ` 33,920.42 lakhs wherein the other auditor in case of one of the subsidiary companies in the group had reported that they were unable to carry out auditing procedures to obtain adequate assurance regarding the quantities and conditions of inventories appearing in the statement of financial position. There were no other satisfactory procedures that they could adopt to obtain sufficient evidence regarding the existence of inventories.

d) Note No.48 of the consolidated financial statements, where in financial statements of one of the subsidiary companies named Shree Ganesh Jewellery House (Ghana) Limited have not been considered for the purpose of consolidation since the financial statements of the same was not made available. Hence proportionate stake and its effects on the assets, liabilities and its impact on the Profit or Loss account could not be taken into consolidated financial statements and consequential impact of the same is not ascertained.

We further report that consequential impact of the items mentioned above, the overall effects of which cannot be determined and commented upon by us.

Basis of Qualified Opinion

In our opinion and to the best of our information and according to the explanations given to us, except for the possible effects of the matters described in Basis for Qualified Opinion paragraph, the financial statements give the information required by the Act in the manner so required and give a true and fair view in confirmity with the accounting principles generally accepted in India of the state of affairs of the Company as at March 31, 2015, and its loss and its cash flows for the year ended on that date.

Emphasis of Matters

We draw attention to the following notes;-

a) Note No 34 Contingent Liability, amounting to ` 11,342.49 lakhs which describes the uncertainty related to the outcome of the demand raised against the group companies by Income Tax & Sales Tax Authorities.

b) Note No 44 & 47 in the Consolidated Financial Statement regarding preparation of the group companies’ accounts on Going Concern basis as :-

i) The holding company is facing financial crunch with its inability to meet the financial obligations. The group company had applied for Composite Corporate Debt restructuring with banks to mitigate the above which was withdrawn by the banks in the Consortium Meeting held on January 22nd, 2015. As stated, the holding company had again requested for reconsideration of restructuring proposal by all the lenders. These facts have been disclosed in the above referred notes by the management.

ii) As reported by other auditors in case of four subsidiary companies, net worth have been totally eroded and having negative net worth as on March 31, 2015. The Companies total liabilities in one case exceeded the total assets. As per the management the companies are under the process of recovery. Therefore the financial statements of the subsidiary companies have been prepared on a going concern basis.

Our opinion on the consolidated financial statements, and our report on Other Legal and Regulatory Requirements below, is not qualified in respect of above matters.

Other Matters

a) We did not audit the financial statements of seventeen subsidiary companies and one associate company whose financial statements reflect total assets of ` 4,538.24 Crores as at March 31, 2015, total revenues of ` 197.01 Crores and net cash flows




amounting to ` (32.06) Crores for the year ended on that date, as considered in the consolidated financial statements. These financial statements have been audited by other auditors whose reports have been furnished to us by the management and our opinion on the consolidated financial statements, in so far as it relates to the amounts and disclosures included in respect of these subsidiaries, and our report in terms of sub-section (3) and (11) of Section 143 of the Act, in so far as it relates to the aforesaid subsidiary companies and associate company, is based solely on the reports of the other auditors and financial statement except in case of one of the subsidiary company, Shree Ganesh Jewellery House (Ghana) Limited which was not available for consolidation.

b) The Consolidated financial statements include the financial statements of four foreign subsidiaries i.e. Shree Ganesh Jewellery House (Singapore) Pte Ltd., Shree Ganesh Jewellery House FZE, Shree Ganesh Jewellery House DMCC, Shree Ganesh Jewellery House (HK) Ltd., the accounts of which have been prepared as per the Laws applicable in their respected countries of incorporation. No adjustments have been made for the differences between such financial statements prepared as per their laws and Indian Generally Accepted Accounting Principles (Indian GAAP) being insignificant as per the management and which have been relied upon by us. Our opinion is based solely on the reports of other auditors. (Refer Note No 49)

Our opinion on the consolidated financial statements, and our report on “Other Legal and Regulatory Requirements” below, is not qualified in respect of above matters with respect to our reliance on the work done by and the reports of the other auditors and the financial statements certified by the management.

Report on Other Legal and Regulatory Requirements

1) As required by the Companies (Auditor’s Report) Order, 2015 (“the Order”) issued by the Central Government of India in terms of sub-section (11) of Section 143 of the Act, based on the comments in the auditors’ report of the Holding company, Five subsidiary companies and one associate company, we give in the Annexure, a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

2) As required by Section 143 (3) of the Act, we report, to the extent applicable, that:

a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit, except as reported in clause (a) to (d) of the “Basis for Qualified Opinion” paragraph above;

b) Except the effect of the matter referred in “Basis for Qualified Opinion” paragraph above, in our opinion, proper books of account as required by law have been kept by the company so far as it appears from our examination of those books and the reports of the other auditors.

c) The reports on the accounts of the Holding company audited by us and its subsidiary companies and associate company audited under Section 143 (8) of the Act by other auditors have been properly dealt with in preparing this report.

d) The Consolidated Balance Sheet, the Consolidated Statement of Profit and Loss, and the Consolidated Cash Flow Statement dealt with by this Report are in agreement with the relevant books of account maintained for the purpose of preparation of the consolidated financial statements.

e) In our opinion, the aforesaid consolidated financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

f) The matters described in the “Basis for Qualified Opinion” paragraph and “Emphasis of matters” paragraph above, in our opinion, may have adverse effect on the functioning of the Group;

g) On the basis of written representations received from the directors of the Holding company as on March 31, 2015 taken on record by the Board of Directors of the Holding company and the reports of the other statutory auditors of its subsidiary companies and associate company except two directors, none of the directors of Group’s companies is disqualified as on March 31, 2015 from being appointed as director under sub-section (2) of Section 164 of the Companies Act.

h) With respect to the other matters to be included in the Auditors’ Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

i. The Consolidated financial statements disclose the impact of pending litigations on its consolidated financial position of the Group in its consolidated financial statements. [Refer Note No 34].

ii. The Group did not have any long-term contracts including derivative contracts for which there were any material




foreseeable losses.

iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Holding company, its subsidiary companies and jointly controlled companies incorporated in India.



Sd/-Pratik Niyogi


Annexure to the Auditors' Report(Referred to in Paragraph 1 of “Other Legal and Regulatory requirements” of our Audit Report)

i) In respect of Fixed Assets:

a) The Group has maintained proper records showing full particulars including quantitative details and situation of its fixed assets.

b) The Group has a regular program of physical verification of fixed assets by which fixed assets are verified in a phased manner over a period of three years. In accordance with this program certain fixed assets of the group were verified during the year and no material discrepancies were noticed on such verification. In our opinion, this periodicity of physical verification is reasonable having regard to the size of the group and the nature of its assets.

ii) In respect of Inventories:

a) The Physical verification of inventories of the Group has been conducted at reasonable intervals during the year by the management.

b) In our opinion, the procedures and frequency of physical verification of inventories followed by the Group are reasonable and adequate in relation to the size of the Group and nature of its business.

c) On the basis of the Other auditors’ reports in case of group companies not audited by us and based on our examination of inventory records maintained at Holding company, in our opinion, the Group is maintaining proper records of its inventories and no material discrepancies were noticed on such physical verification except in case of one foreign subsidiary where the other auditor audited the financial statements has expressed their inability to carry out the auditing procedure to obtain the adequate assurance regarding the quantities, conditions and existence of inventories amounting to ` 33920.42 lakhs appearing in the statement of financial position as on March 31, 2015.

iii) According to the information and explanation given to us, the Group has not granted any loans, secured or unsecured to companies, firms or other parties covered in the register maintained under Section 189 of the Companies Act, 2013.

iv) In our opinion and according to the information and explanations given to us, there are adequate internal control systems commensurate with the size of the Group and the nature of its business for the purchase of inventory, fixed assets and for the sale of goods and services except in case three group companies where as the internal control system needs to be strengthened to commensurate with the size of the company and nature of its business as reported by the other auditors audited the financial statements of those subsidiary companies. During the course of audit, no major instance of continuous failure to correct any weakness in the internal control has been noticed.

v) According to the information and explanations given to us, the Group has not accepted any deposits from the public within the meaning of directives issued by the Reserve Bank of India and provisions of Sections 73 to 76 or any other relevant provisions of the Companies Act, 2013 and the rules framed there under.

vi) On the basis of the reports of other auditors who audited the financial statements of group companies and based on our broad




review of Cost Records maintained by the Holding company pursuant to the Rule made by the Central Government for the maintenance of Cost Records under Section 148(1) of the Companies Act, 2013, we are of the opinion that prima facie the prescribed accounts and records have been made and maintained. However, neither we nor any of the other auditors have made any detailed examination of Cost records with the view to determine whether they are accurate or complete.

vii) a) According to the information and explanations given to us and on the basis of our examination of the books of accounts of the Holding company and reports of the other auditors in case of subsidiary companies, the Group is generally regular in depositing the undisputed statutory dues including Provident Fund, Income Tax, Sales Tax, Wealth Tax, Service Tax, Duty of customs, Duty of Excise, Value Added Tax, Cess and any other material statutory dues with the appropriate authorities except some delays noticed by us and as reported by other auditors in deposit of Tax deducted at source, Sale tax, Value added tax and Service Tax and some of the amounts are still not paid as detailed below:

Service Tax - ` 2.20 lakhs Sales Tax - ` 98.68 lakhs and Tax Deducted at Source - ` 14.07 lakhs

There were no un-disputed statutory dues as at the year-end outstanding for a period of more than six months from the date they became payable except in case of Holding company and one of the subsidiary companies where West Bengal Value Added Tax amounting to ` 41.34 lakhs and Income Tax Deducted at Source amounting to `39.22 lakhs respectively as on March 31, 2015 have not been paid for a period of more than six months from the date they became payable.

b) According to the information and explanations given to us, and as per the records of the Holding Company examined by us and reported by other auditors’ in case of subsidiary companies, following are the particulars of dues of Income Tax and Sales Tax, which have not been deposited on account of any dispute as on March 31, 2015:

Sl.No.

Name of the Status Nature of Dues Amount(` in Lacs)


Forum where the dispute is pending


Claim of Export rejected by Appellate Authority on ground of non accepting Form 12A on quarterly basis but the commercial taxes authority issued It on quarterly basis.

291.07 2006-07 Revisional Board, Sales tax Kolkata (South Circle)


Export Sales and Input tax credit disallowed and Gross Turnover enhanced by 63%.

1,807.33 2007-08 Appellate Authority, Sales Tax Kolkata (South Circle)


Input tax disallowed due to Purchase /Sale from the same party and further, Purchase tax levied on fixed assets purchased during the year.



Tax on sales at branch outside the state of West Bengal @ 12.5% and CST sales tax @1% thereon.



Disallowance of export sale and purchase tax on Unregistered purchase.

2,078.83 2010-11 Senior Joint Commissioner Koikata (South Circle)

6 West Bengal Sales Tax Act/Central Sales Tax Act

Disallowance of Form "F". 83.18 2011-12 Appellate Authority, Sales Tax Kolkata (South Circle)

Annexure to the Auditors' Report



Sl.No.

Name of the Status Nature of Dues Amount(` in Lacs)


Forum where the dispute is pending


Inter Company sales treated as sales. 28.15 2009-10 Appellate Authority, Sales Tax Kolkata (South Circle)


Export sales disallowed. 1,103.49 2011-12 Appellate Authority, Sales Tax Kolkata (South Circle)

9. Income Tax Income Tax liability for which the company has preferred Appeal (` 35.87 Lakhs already paid)

51.66 2010-11 Kolkata, Circle 2(1)

10. Income Tax Income Tax liability for which the company has preferred Appeal

25.42 2011-12 Kolkata, Circle 2(1)

11. Income Tax Income Tax liability for which the company has preferred Appeal

7.75 2012-13 Kolkata, Circle 2(1)

12. Income Tax Outstanding Income Tax Demand 4,903.24 2011-12 Kolkata, Circle 10(1)

13. Income Tax Outstanding Income Tax Demand 415.47 2011-12 Kolkata, Circle 10(1)

Total 11,342.49

d) According to the information and explanations given to us, there is no amount required to be transferred to investor education and protection fund in accordance with the relevant provisions of the Companies Act,1956(1 of 1956) and rules made there under during the year.

viii) The Group has no accumulated losses as at the end of the financial year. The Holding company and in case of nine subsidiary companies as reported by other auditors in their reports, the companies have incurred cash loses during the current financial year. Further the Holding company and eight subsidiary companies as reported by other auditors in their reports, have incurred cash losses in the immediately preceding financial year.

ix) In our opinion and according to the information and explanations given to us and on the basis of the reports of the other auditors’ of subsidiary companies, the holding company and one subsidiary company of the group have defaulted in repayments of dues to the bankers and debenture holders. However, the Holding company has applied for reconsideration of Composite Corporate Debt Restructuring as stated by the management in Note No 44 of the financial statements.

x) In our opinion and according to the information and explanations given to us, the Group has not given guarantees for loans taken by others from banks and financial institutions.

xi) As per the information and explanations given to us by the management and on the basis of the examination of the records and on the basis of the reports of other auditors’, the term loans were applied for the purpose for which they were obtained.

xii) According to the information and explanations given to us, no material fraud on or by the Group companies has been noticed or reported during the course of audit.



Sd/-Pratik Niyogi


Annexure to the Auditors' Report



Notes As at 31st March, 2015 As at 31st March, 2014EQUITY AND LIABILITIESShareholders’ FundsShare Capital 3 7,190.65 7,190.65 Reserves and Surplus 4 16,295.21 95,199.88

23,485.86 102,390.53 Minority Interest 4,516.41 5,911.99 Non-Current LiabilitiesLong-Term Borrowings 5 19,524.41 31,614.40 Long-Term Provisions 6 12.47 26.25

19,536.88 31,640.65 Current LiabilitiesShort-Term Borrowings 7 296,562.96 297,647.17 Trade Payable 8 67,647.99 60,550.38 Other Current Liabilities 9 34,717.14 11,193.95 Short-Term Provisions 10 120.67 90.67

399,048.76 369,482.17 446,587.91 509,425.34

ASSETSNon-Current AssetsFixed Assets - Tangible Assets 11 54,640.25 57,455.07 - Intangible Assets 11 45.85 46.96 Capital Work in Progress 181.09 406.22

54,867.19 57,908.25 Non-Current Investment 12 2,318.78 2,318.78 Deferred Tax Asset (Net) 13 1,332.74 41,782.58 Long Term Loans and Advances 14 1,405.53 12,039.20 Other Non-Current Assets 15 - 253,234.93

5,057.05 309,375.49 Current AssetsCurrent Investment 16 335.57 322.55 Inventories 17 41,408.33 31,437.04 Trade Receivables 18 330,611.31 71,248.98 Cash and Cash Equivalents 19 2,890.50 24,025.79 Short Term Loans and Advances 20 11,315.98 14,513.23 Other Current Assets 21 101.98 594.01

386,663.67 142,141.60 446,587.91 509,425.34

Summary of Significant Accounting Policies 2

Consolidated Balance Sheet as at 31st March, 2015 (` in Lacs)

The notes referred to above form an integral part of the financial statementsAs per our report attached For and on behalf of the Board of DirectorsFor CHATURVEDI & PARTNERS Chartered Accountants Sd/- Firm Registration No: 307068E Nillesh Parrekh Sd/- Chairman Pratik Niyogi Partner Membership No.: 066514 Sd/- Sd/- Place: Kolkata Ashok Prakash Sahni Neha JhunjhunwalaDate: 30th May, 2015 Director & Chief Financial Officer Company Secretary



Consolidated Statement of Profit & Loss for the year ended 31st March, 2015

Notes 31st March, 2015 31st March, 2014INCOME Revenue from Operations 22 31,077.43 1,149,209.83 Other Income 23 10,319.10 203.31

41,396.53 1,149,413.14 ExPENSESCost of Materials Consumed 24 5,740.11 399,209.99 Purchases of Stock-In-Trade 25 17,833.84 669,867.64 Changes In Inventories of Work-in-Progress, Finished Goods and Stock-In-Trade 26 582.27 44,126.10 Employee Benefits Expense 27 831.41 1,636.56 Finance Cost 28 36,021.70 33,374.54 Depreciation and Amortisation Expense 11 7,603.86 8,617.97 Other Expenses 29 1,577.52 113,794.07 Exceptional Item 30 12.11 39,059.15

70,202.81 1,309,686.02 Profit/(Loss) Before Tax (28,806.28) (160,272.88)Tax ExpenseCurrent Tax 31 16.72 (27.28)Add : Mat Credit Entitlement 10,923.00 (1.93)Net Current Tax 10,939.72 (29.21)Deferred Tax Charge / (Release) 13 40,449.74 (38,776.34)Profit for the year (80,195.74) (121,467.33)Minorities Share of Profit / (Loss) (1,395.57) (1,710.80)

(78,800.17) (119,756.53)Basic and Diluted Earnings Per Share 35 (112.01) (170.22)Summary of Significant Accounting Policies 2

(` in Lacs)

The notes referred to above form an integral part of the financial statements





31st March, 2015 31st March, 2014A. CASH FLOW FROM OPERATING ACTIVITIES

Net profit before taxation (28,806.28) (160,272.88) Adjusted for :Depreciation/Amortisation 7,603.86 8,617.97 Provision for Standard Assets - 15.07 Provision for NPA 46.15 1.25 Excess of carrying cost over fair value of current investment

(2.45)

Sundry Expenses written off 189.61 - Unrealised foreign exchange (gain) / loss (net) (11,837.51) (2,204.91) Provision for Wealth Tax - 1.57 Provision for Doubtful Debt - 737.14 Provision for Diminution for Investment - 0.56 Exceptional Item (Refer Note 30) 12.11 39,059.15 Interest charged & finance charges (net) 36,021.70 33,394.20 Dividend Received - (13.05) Short Term Capital Gain (8.54) 2.04 Preoperative expenses (74.43) Miscellenous provision written back - (46.75)

32,024.92 79,489.81 Operating profit before working capital changes 3,218.64 (80,783.07)Changes in :Trade and other receivables 393,307.24 378,059.91 Inventories (9,971.29) 64,577.10 Trade payables / other liabilities (379,520.18) 3,815.77 (487,983.94) (45,346.93) Cash generated from operations 7,034.41 (126,130.00) Direct taxes (paid)/refund (net) (155.71) (2,400.22)NET CASH FLOW FROM OPERATING ACTIVITIES 6,878.70 (128,530.22)

B. CASH FLOW FROM INVESTING ACTIVITIES Purchase of fixed assets (4,765.12) (4,509.16) Proceeds from sale of fixed assets 14.39 162.01 Purchase of Investments (721.24) (47.76) Sale of investments 327.08 90.00 Interest received 24.34 23.88 Loans (Given)/Realisation(net) 1,535.39 (1,375.16) Divident received 0.21 13.05 NET CASH USED IN INVESTING ACTIVITIES (3,584.95) (5,643.14)

Consolidated Cash Flow Statement for the year ended 31st March, 2015 (` in Lacs)



31st March, 2015 31st March, 2014C. CASH FLOW FROM FINANCING ACTIVITIES

Proceeds from :- Proceeds from issue of Share Capital - (436.30) - Refund of Share Application Money - (127.50) - Money raised through Preferential shares Allotment - 10,300.00 - Long term borrowings (6,351.13) 15,470.91 - Short term borrowings 9,906.68 3,555.55 938,427.90 963,635.01 Repayment of:- Long term borrowings (2,175.74) 1,605.83 - Short term borrowings (14,077.16) (16,252.90) (894,648.75) (893,042.92) Dividend Paid (0.05) (0.10) Interest and finance charges(net) (11,731.62) (16,483.73) NET CASH FROM FINANCING ACTIVITIES (24,429.02) 54,108.26 Net Increase / (Decrease) in cash and cash equivalents (A+B+C)

(21,135.29) (80,065.10)

Opening cash and cash equivalents 24,025.79 104,090.89 Closing cash and cash equivalents 2,890.50 24,025.79 Note

1. Cash and Cash Equivalents - Closing Balance Cash in hand 43.77 116.83 Balances with scheduled banks - - Current account 1,081.46 711.55 - Deposit account 1,765.27 23,197.41 Total 2,890.50 24,025.79

Consolidated Cash Flow Statement for the year ended 31st March, 2015 (` in Lacs)





1. Background

Shree Ganesh Jewellery House (I) Limited ('the Company') formerly Shree Ganesh Jewellery House Private Limited, was incorporated in 2002. The Company is engaged in the business of manufacture and sale of handcrafted gold jewellery, diamond and studded jewellery. The name of the Company changed to Shree Ganesh Jewellery House Limited on conversion to public limited company with effect from 14 August 2007. During the year 2009-2010 the Company has made an Initial Public Offering (IPO) to issue 12,136,497 equity shares of face value ` 10 each at ` 260 each (including a securities premium of ` 250 each) and got listed on National Stock Exchange of India Limited and Bombay Stock Exchange Limited. The Company have changed its name from Shree Ganesh Jewellery House Limited to Shree Ganesh Jewellery House (I) Limited with effect from 4th December, 2012.

2. Summary of significant accounting policies

(i) Principles of Consolidation

The consolidated financial information is prepared in accordance with the principles and procedures prescribed by Accounting Standard 21-“Consolidated Financial Statements” (‘AS-21’) and Accounting for Investments in Associates in Consolidated Financial Statements (AS-23) prescribed by the Companies (Accounting Standards) Rules, 2006, for the purposes of preparation and presentation of consolidated financial statements.

The financial statements of the Company and its subsidiaries have been combined on a line-by- line basis by adding together the book values of similar items of assets, liabilities, income and expenses after eliminating intra-group balances and transactions resulting in unrealised profits. Unrealised losses resulting from intra-group transactions have also been eliminated unless cost cannot be recovered in full. The amounts shown in respect of accumulated reserves comprise the amount of the relevant reserves as per the balance sheet of the Company and its share in the post acquisition reserves of its subsidiaries. The difference between the cost of the Company’s Investments in the subsidiary and the equity capital of the subsidiary (as defined in Accounting Standard – 21) as on the date of investment, is treated as Goodwill / Capital Reserve, as the case may be.

(a) Companies considered in the financial statements are as follows:

Name Country of Incorporation

% of voting power as at 31-03-2015

Date of subsidiary interest acquired by the Company

Gaja Retail Pvt. Ltd. (Formerly known as Gokul Jewellery House Private Limited)

India 51.44 25-06-2007

Shree Ganesh Jewellery House (Singapore) Pte Ltd.

Singapore 100 05-10-2007

Easy Fit Jewellery Limited India 100 04-02-2008Shree Ganesh Jewellery House FZE U.A.E 100 25-04-2010Sumit Jewels Private Limited India 100 19-05-2010Gaja Finance Private Limited India 100 23-07-2010Gaja Fincorp Pvt. Ltd. (Formerly Known as Veeyu India Private Limited)

India 100 30-04-2011

Alex Mercury Power Private Limited India 100 30-05-2011Alex Astral Power Private Limited India 55 30-05-2011Alex Spectrum Radiation Private Limited India 55 30-05-2011Shirdi Commodities Private Limited India 100 19-08-2011Shirdi Commosale Private Limited India 100 19-08-2011Shree Ganesh Jewellery House DMCC U.A.E 100 04-10-2011Kamalraj Merchandise Private Limited India 100 23-01-2012Chaturbhuj Vyapaar Private Limited India 100 23-01-2012Alex Green Energy Private Limited India 80 06-02-2012Shree Ganesh Jewellery House (HK) Limited

HongKong 100 15-08-2014

Shree Ganesh Jewellery House (Ghana) Limited

Ghana 100 18-02-2013

Consolidated Notes to Financial Statements for the year ended 31st March, 2015



The Company has prepared the Consolidated Financial Statements by accounting for investment in associates under the equity method :

(b) The associate Company considered in the financial statements is as follows :

Name Country of Incorporation % of ownership interest as on 31.03.15Oroitalia Chains Private Limited India 50%

(ii) Basis of accounting

The financial statements have been prepared and presented under the historical cost convention on the accrual basis of accounting following generally accepted accounting principles in India ('GAAP') and comply with the Accounting Standards prescribed by the relevant provisions of the Companies Act, 2013 to the extent applicable.

(iii) Presentation and disclosure of financial statements

During the year ended 31st March 2015, the Schedule III notified under the Companies Act, 2013, has become applicable to the Company, for preparation and presentation of its financial statements. The adoption of Schedule III does not impact recognition and measurement principles followed for preparation of financial statements. However, it has significant impact on presentation and disclosure made in the financial statements.

(iv) Use of estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent liabilities on the date of the financial statements. Actual results could differ from those estimates. Any revision to accounting estimates is recognised prospectively in current and future periods.

(v) Fixed assets

Fixed assets are carried at cost of acquisition or construction, less accumulated depreciation. The cost of fixed assets includes freight, duties (net of VAT), taxes and other incidental expenses that are directly attributable to bringing assets to their working condition for their intended use.

(vi) Capital Work in Progress

Expenses relating to operations which are in progress and have not been commenced are accounted for under Capital work in progress. Income derived from fixed deposit has been accounted for under capital work in progress as a pre operative income

(vii) Borrowing Cost

Borrowing costs that are attributable to the acquisition or construction of qualifying assets are capitalised as a part of the cost of such assets. A qualifying asset is one that necessarily takes substantial period of time to get ready for intended use. All other borrowing costs are charged to revenue.

(viii) Depreciation/Amortisation

Depreciation on fixed assets is provided under the written down value method at rates derived from the useful lives of such assets, as estimated by management. The rates of depreciation so derived are in line with the rates of depreciation prescribed by Schedule II to the Companies Act, 2013.

Leasehold properties are amortised over Useful life of the assets as estimated by management or the period of lease, whichever is lower.

Fixed assets individually costing Rs 5,000 or less, are depreciated fully in the year of acquisition.

Goodwill arising on amalgamation is amortised over its estimated useful life of 5 years.

(ix) Impairment of fixed assets

At each Balance Sheet date, management assesses, using external and internal sources, whether there is an indication that an asset may be impaired. An impairment occurs when the carrying value of an asset exceeds the present value of future cash flows expected to arise from the continuing use of the asset and its eventual disposal. The impairment loss to be expensed is determined as the excess of the carrying amount over the present value as determined above.




(x) Investments

Non-current investments are stated at cost less amount written off, where there is a diminution in value other than temporary. Current Investments are valued at cost or Net Realisable Value, whichever is lower.

(xi) Inventories

Year-end inventory of raw materials and stones are carried at cost (net of VAT, wherever applicable). The carrying cost of raw materials and stones is appropriately written down when there is a decline in replacement cost of such materials and the finished products in which they will be incorporated are expected to be sold below cost.

Year-end inventory of work in progress and finished goods are valued at the lower of cost and net realisable value. Cost of work in progress and finished goods comprises of direct material and labour expenses and an appropriate portion of production overheads incurred in bringing the inventory to their present location and condition. Fixed production overheads are allocated on the basis of production.

In determining cost, first in first out method is used.

Alloys and consumables are charged off to Profit and Loss Account.

(xii) Revenue recognition

Revenue from sale of goods is recognised on transfer of risk and rewards of ownership of goods to the buyer. Sales are stated exclusive of sales tax. Excise duty is not applicable to the company. In respect of contract for sale of goods at prices that are yet to be fixed at the year end, adjustments to the provisional amount billed to the customers are recognised based on the year end closing gold rate.

Revenue from job work are recognised on an accrual basis when the related job work is rendered.

Revenue from generation of solar power is recognised on the basis of generation and transfer of electricity units.

In respect of commodity exchange transactions undertaken by the company, net gain/loss arising from settlement of such transactions during the year or restatement of such transactions that are pending settlement at the year end are recognised in the Profit and Loss account for the year. In respect of commodity exchange transaction undertaken on behalf of customers, brokerage received/ receivable is recognised on accrual basis when transactions are entered into on behalf of the customers

Third party sales commission is recognised on an accrual basis in accordance with the terms of the related agreement.

Interest is recognised on time proportion basis.

(xiii) Employee benefits

The Company's obligation towards various employee benefits have been recognised as follows :

Short Term Benefits

Cost of non-accumulated compensated absences is recognised when absences occur. Cost of other short term employee benefits are recognized on accrual basis based on the terms of employment contract and other relevant compensation policies followed by the Company.

Post employment benefits

Monthly contribution to Provident Funds, which is defined contribution scheme, is charged to Profit and Loss account and deposited with the Regional Provident Fund Authorities on a monthly basis.

The Company’s gratuity scheme is a defined benefit plan. The present value of the obligation under such defined benefit plan is determined based on actuarial valuation carried out at the year end using the 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. The obligation is measured at the present value of the estimated future cash flows. The discount rates used for determining the present value of obligation under defined benefit plan is based on the market yield on government securities as at the Balance sheet date and have maturity period approximating to the terms of the obligation. Actuarial gains and losses are recognised immediately in the profit and loss account.

(xiv) Operating Leases

Lease rentals for operating leases are recognised as expenses in the Profit and Loss Account on a straight line basis over the lease term.




(xv) Foreign exchange transactions

Transactions in foreign currency are recognised at the exchange rates prevailing on the date of the transactions. Year-end monetary assets and liabilities denominated in foreign currencies, other than those covered by foreign exchange contracts, are translated at the year-end foreign exchange rates.

Gain / loss from exchange differences arising on settlement of foreign currency transaction or translation of year-end monetary assets and liabilities in foreign currency are recognised in the Profit and Loss Account for the year.

In case of forward exchange contracts, premium or discounts on such contracts are amortised over the life of the contract and exchange differences arising thereon in the reporting period are recognised in the Profit and Loss Account.

Translation of integral and non integral foreign operation

The company classifies all its foreign operations as either “integral foreign operations” or “non integral foreign operations”.

The assets and liabilities of an non-integral foreign operation are translated into the reporting currency at the exchange rate prevailing at the reporting date and their statement of profit and loss are translated at exchange rates prevailing at the dates of transactions or weighted average weekly rates, where such rates approximate the exchange rate at the date of transaction. The exchange difference arising on translation are accumulated in the foreign currency translation reserve. On disposal of a non-integral foreign operation, the accumulated foreign currency translation reserve relating to that foreign operation is recognized in the statement of profit and loss.

(xvi) Taxation

Income tax expense comprises current tax (i.e. amount of taxes for the year determined in accordance with the Income-tax Act, 1961) and deferred tax charge or credit (reflecting the tax effects of timing differences between accounting income and taxable income for the period). The deferred tax charge or credit and the corresponding deferred tax liabilities or assets are recognised using the tax rates that have been enacted or substantively enacted by the Balance Sheet date.

Deferred tax assets are recognised only to the extent that there is reasonable certainty that the assets can be realised in future except for deferred tax assets arising from unabsorbed depreciation or business losses brought forward from prior years that are recognised only if there is a virtual certainty of realisation of such assets. Deferred tax assets are reviewed as at each Balance Sheet date and written up or down to reflect the amount that is reasonably / virtually certain (as the case may be) to be realised.

The Company's units, located in Special Economic Zone (SEZ) are exempted from income tax (current tax) under the provisions of section 10AA of the Income Tax Act, 1961. However Minimum Alternate Tax (MAT) is applicable in the profits derived from units located in Special Economic Zone (SEZ) w.e.f. 01.04.2011. Deferred tax pertaining to the above units are recognised on timing differences, being the difference between taxable income and accounting income, that originate in one period and are capable of reversal in one or more subsequent periods beyond the periods during which the respective units are exempt from income tax as aforesaid. Deferred tax assets on unabsorbed depreciation and / or carry forward of losses are recognised only if there is virtual certainty that sufficient future taxable income will be available against which such deferred tax assets will be realised. Such assets are reviewed as at each Balance Sheet date to reassess realisability thereof.

(xvii) Provisions and contingent liabilities

A provision is recognised in the financial statements when there exists a present obligation as a result of a past event, the amount of which can be reliably estimated and it is probable that an outflow of resources will be required to settle the obligation. Contingent liability is a possible obligation that arises from past events and the existence of which will be confirmed only by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the Company or is a present obligation that arises from past events but is not recognised because either it is not probable that an outflow of resources embodying economic benefits will be required to settle the obligation, or the amount of the obligation cannot be reliably estimated.

(xviii) Earnings Per Share

Basic earnings per share is computed using the weighted average number of equity shares outstanding during the period. Diluted earnings per share is computed using the weighted average number of shares and dilutive equity equivalent shares outstanding during the period, except when results would be anti dilutive.




(xix) Project Development Expenditure

Expenditure directly relating to project development activity is capitalised. Indirect expenditure incurred during the project development period is capitalised as part of the indirect project cost to the extent to which the expenditure is indirectly related to the development or is incidental thereto. Other indirect expenditure incurred during the development period which is not related to the project development activity nor incidental thereto is charged to the Profit and Loss Account.

(xx) Provision for Non Performing Assets

Loan receivables are written off / Provided for, as per management estimates , subject to minimum provision required as per Non Banking ( Non - Deposit Accepting or Holding ) Companies prudential norms ( Reserve Bank) Direction , 2007.

(xxi) Provision for Statutory Reserve

A Provision for statutory reserve has been created in the financial statements as prescribed under section 45- IC of Reserve Bank of India, 1934.






Note 3 SHARE CAPITALAuthorised Shares115,000,000 (Previous Year - 115,000,000) Equity Shares of ` 10 each 11,500.00 11,500.00 2,666,667 (Previous year - 2,666,667) 0.0001% Cumulative Convertible Preference Shares of ` 300/- each.

8,000.00 8,000.00

19,500.00 19,500.00 Issued, Subscribed and fully Paid up shares71,906,485 (Previous Year - 71,906,485) Equity Shares of ` 10 each fully paid up(of the above share 36,048,144 equity share of ` 10 each are allotted fully paid up by way of bonus shares in the year 2009-10)

7,190.65 7,190.65

7,190.65 7,190.65 The Company has made an Initial Public Offer (IPO) to issue 12,136,497 Equity Shares of ` 10 each at ` 260 each (includes securities premium of ` 250 each) in the year 2009-2010. In the year 2010-2011, the Company has issued and allotted Equity Shares . Out of the fund raised from IPO amounting to ` 31,554.89, apart from meeting the IPO expenses of ` 2,332.34, the Company has utilised the proceeds of the issue amounting to ` 29,222.55 (P.Y ` 29,222.55) for setting up and expansion of manufacturing units, setting up of retail outlets, meeting working capital requirements and for general corporate purposes upto the year ended 31st March 2013.Further, the Company in the previous year has allotted 7,080,000 Equity Shares of ` 10 each which includes Security Premium of ` 140 each for 5,800,000 equity shares issued to Promoters and Promoter Group and ` 115 each for 1,280,000 Equity Shares issued to Non Promoters through Preferential allotment. a. Reconciliation of the shares outstanding at the beginning and at the end of the year

As at 31st March, 2015 As at 31st March, 2014No. Amount No Amount

At the beginning of the year 71,906,485 7,190.65 64,826,485 6,482.65 Add : Issued during the year - Through Preferential Allotment to promoters and Promoters Group

- - 5,800,000 5,80.00

Add : Issued during the year - Through Preferential Allotment to Non-Promoters Group)

- - 1,280,000 1,28.00

Outstanding at the end of the year 71,906,485 7,190.65 71,906,485 7,190.65

b. Terms / rights attached to equity shares The Company has only one class of Equity Shares having a par value of ̀ 10/- per Share. Each holder of equity shares is entitled to

one vote per Share. The Company declares and pay dividends in Indian Rupees. The Dividend Proposed by the Board of Directors is subject to the approval of the Shareholders in the ensuing Annual General Meeting.

In the event of liquidation of the company, the holders of Equity Shares will be entitled to receive remaining assets of the Company. The distribution will be in proportion to the number of Equity Shares held by the shareholders.

c. 73.46% (Previous Year 73.46%) of Equity Shares of the Company are held by the Promoter Group of the Company.

d. Details of shareholders holding more than 5% of total Equity Shares of the Company :

Name of the Shareholders 31st March, 2015 31st March, 2014No. % holding No % holding

Umesh Parekh 10,141,300 14.10% 10,141,300 14.10%Kamlesh Shailendra Parekh 17,364,100 24.15% 17,364,100 24.15%Nillesh Parrekh 9,557,200 13.29% 9,557,200 13.29%Umesh Parekh HUF 5,582,000 7.76% 5,582,000 7.76%Nilesh Parekh HUF 3,646,880 5.07% 3,646,880 5.07%

As per records of the Company, including its register of shareholders / members and other declarations received from shareholders regarding beneficial interest, the above shareholding represents both legal and beneficial ownership of shares.

Consolidated Notes to Financial Statements for the year ended 31st March, 2015 (` in Lacs)





Note 4 RESERVES AND SURPLUSCapital Reserve 102.88 102.88

Amalgamation Reserve 585.67 585.67

Statutory Reserve

At the commencement of the year 9.42 3.45

Add: Transfer from statement of Profit and loss – 5.97

Balance at the end of the year 9.42 9.42

Securities Premium Account


Additions during the period:

- on Preferential Allotment of Equity Shares [refer note 3] – 9,592.00


General Reserve


Add: Transfer from statement of Profit and loss – –


Foreign Currency Translation Reserve 2,976.44 3,055.14

Surplus / (deficit) in the statement of Profit and Loss

At the commencement of the year 24,476.73 1,41,963.92

Less: Adjustment for Depreciation** (25.80) –

Profit for the year (78,800.17) (1,19,756.53)

Add: Appropriations

Proposed Equity Dividend* – 1,944.79

Dividend Tax – 330.52

Less: Appropriations

Transfer to Statutory Reserve – 5.97

Balance at the end of the year (54,349.24) 24,476.73

Debenture Redemption Reserve


Add: Transfer from statement of Profit and loss – –

3,000.00 3,000.00

16,295.21 95,199.88

* The Company had not created any Debenture Redemption Reserve in the current financial year and previous financial year due to negative profits.

** During the year depreciation has been provided on Fixed assets as per useful life specified in the Companies Act, 2013 as per preliminary assessment of useful life by the Company. In case of existing assets, depreciation has been provided based on the remaining useful life of the assets. Based on the current estimates, carrying value of the asset whose useful life is already exhausted as on April, 2014 amounting to INR 25.80 has been recognised in the opening balance of retained earnings.

(` in Lacs)Consolidated Notes to Financial Statements for the year ended 31st March, 2015





Note 5 LONG TERM BORROWINGSSecured

- 11% Non convertible debenture * - 3,500.00

- Term loan from bank & Financial institution ** 19,524.41 28,114.40

19,524.41 31,614.40

* Debentures are due for repayment at the end of 3rd, 4th and 5th year in the ratio of 30:35:35 from the date of allotment, viz, 20/12/2010 and 03/11/2010, ` 5,000 each. These are Secured by first charge on the Fixed Assets of the Company to the extent of 1.25 times of the value of Non Convertible Debentures. The Company has defaulted in repayment of 1st two installments of principal amounting to ` 6,500/- and interest amounting to ` 1,539.62/-.

** Term Loan includes :

(a) Loan taken from bank by Alex Astral Power Pvt Ltd during the financial year 2011-12 amounting to INR 280 Crores. The Term loan is repayable in 48 quarterly installments starting from Quarter -II of the F.Y. 2012-13. The loan is Secured by pledge of 51% shares of the company held by the sponsors & first charge over the all the fixed assets of the project, other moveable assets of the company, all the bank balances of project and book debt, operating cash flows, all receivables including receivables on account of carbon credits from the Project, commissions, revenues of whatsoever nature and wherever arising, present and future. Further the loan has been secured by Corporate Guarantee of Shree Ganesh Jewellery House Ltd (SGJHL), till the tenure of the loan.

The Company has availed a Corporate Loan (included in Rupee Term Loan) from Bank of Baroda and State Bank of Patiala during March, 2014 amounting to INR 18.71 Cr and INR 2.00 Cr respectively, which is repayable in 16 equaly quarterly installments. The loan is secured by Second Charge over all the fixed assets of the project, other moveable assets of the company, all the bank balances of project and book debt, operating cash flows, all receivables including receivables on account of carbon credits from the Project, commissions, revenues of whatsoever nature and wherever arising, present and future.

(b) Term loan availed from Banks, by Alex Spectrum Radiation Pvt Ltd during the financial year 2011-12 amounting to INR 50.60 Crores. The loan is repayable in 56 quarterly installments starting from Quarter -II of the F.Y. 2012-13. Loan of INR 1.88 Cr was disbursed by Axis Bank during the financial year 2013-14. INR 65 lakhs is to be repaid by the Company within 10 days of disbursement and the balance amount to be paid in 16 equal quarterly installments. All the loans are Secured by pledge of 51% shares of the company held by the sponsors & first charge over the fixed assets of the project and other assets of the company. Further the loan has been secured by Corporate Guarantee of Shree Ganesh Jewellery House Ltd (SGJHL), till the tenure of the loan, except to the extent of Fresh Loan sanctioned.

(c) Term loan from State Bank of India amounting to INR 29.00 Cr availed towards the 5 MW Solar Power Project in Odisha by Alex Green Energy Private Limited. The loan is repayable in 54 quarterly installments starting from Quarter -IV of the F.Y. 2014-15. The loan is Secured by pledge of minimum equity share capital of the company amounting to INR 15 Cr held by the sponsors & first charge over the fixed assets of the project. Further exclusive first charge on all the bank accounts of the Project (including TRA A/c). The loan has been secured by Corporate Guarantee of Shree Ganesh Jewellery House Ltd (SGJHL), till the tenure of the loan alongwith the Personal Guarantee of Shri Prannay Sureka.



Note 6 LONG TERM PROVISIONS Employee benefits (Refer note 36) 12.47 26.25

12.47 26.25

Consolidated Notes to Financial Statements for the year ended 31st March, 2015 (` in Lacs)





Note 7 SHORT TERM BORROWINGShort Term Borrowing Secured Loans From Banks - Cash credit from banks* 98,351.40 87,244.35 - Bank overdraft ** 82,226.97 – - Short Term Loan (Amount payable against Bills discount crystallised and LC / SBLC's devolved by the Bank 76,851.33 69,577.22

- Bills Discounted (Crystallised Value)*** 17,030.10 1,19,820.16 - Rupee Term Loan from Bank (Refer note 5 above) 196.00 3,709.05 From other financial institutions - 11% Non convertible Debenture (Refer Note no. 5 Above) 10,000.00 6,500.00 - Other short term loan **** 7,454.39 7,045.42 Unsecured Loan - Inter Corporate Deposits from Related Parties (Interest free) – 359.00 - From banks & other financial institutions 651.53 – - From directors & relatives (Interest free) 3,087.02 2,821.98 - From bodies corporate and others (Interest free) 667.00 570.00 - From others 47.22 –

2,96,562.96 2,97,647.17 * Secured by way of first pari passu charge on current assets of the Company, both present and future, excluding assets having specific charge

of respective financing banks, and second charge on fixed assets, both current and future. Irrevocable and unconditional personal guarantee of the Promoter Directors.

It also includes the loan amount credited by the banks in lieu of Devolved LC / SBLC's and Crystallised Bills Discounted to the extent credited by the banks in Cash Credit Account.

** Secured by way of lien on Fixed Deposit*** Secured by first charge on export bills discounted under confirmed orders & bills purchased under confirmed orders by banks. Also secured by

way of margin money and first pari passu charge on the current assets of the Company, both present and future, and second charge on fixed assets of the Company, both present and future. Irrevocable and unconditional personal guarantee of the Promoter Directors.

It excludes the loan amount credited by the banks in lieu of Devolved LC / SBLC's and Crystallised Bills Discounted to the extent credited in Cash Credit Account.

**** Secured by way of margin money and first pari passu charge on current assets of the Company, both present and future, excluding assets having specific charge of respective financing banks, and second charge on fixed assets of the Company, both present and future. Irrevocable and unconditional personal guarantee of the Promoter Director.



Note 8 TRADE PAYABLE Trade Payable 67,647.99 60,550.38

Note 9 OTHER CURRENT LIABILITIES Current maturities of long-term debt 597.42 - Interest accrued but not due on borrowings 30,094.27 6,125.21 Unpaid dividends 9.22 9.27 Temporary book overdrafts 0.10 129.37 Foreign currency payable 452.38 23.92 Advance received from customers 274.09 242.24 Other Payables - Statutory liability 72.31 228.23 - Other payables 3,217.35 4,435.71

34,717.14 11,193.95

* Other payables includes liabilities for purchase of assets, employee benefit expenses and miscellaneous payables.






Note 10 SHORT TERM PROVISIONS Employee benefits (Refer note 36) 52.30 68.45

Provision for NPA 62.76 16.60

Provision for standard assets 5.61 5.62

120.67 90.67

Description Gross Block Depreciation/ Amortisation Net Block

As at 1st April

2014

Additions Deduction As at 31st March

2015

As at 1st April

2014

For the year Deductions /Adjustments

**

As at 31st March

2015

As at 31st March

2015

As at 31st March

2014

Note 11 FIxED ASSETSTangible Assets

Leasehold Land 7,437.32 95.25 7,532.57 774.39 249.31 3.66 1,020.04 6,512.53 6,662.93

Freehold Land 1,722.34 6.81 - 1,729.15 - - - - 1,729.15 1,722.34

Buildings - - - - - - - - -

- Freehold 7,249.44 - 2.00 7,247.44 1,370.97 177.10 28.42 1,519.65 5,727.79 5,878.47

- Leasehold * 513.20 - - 513.20 171.56 15.25 (0.01) 186.82 326.38 341.64

Plant & Equipment 59,149.74 4,662.72 3.89 63,808.57 17,829.70 6,896.42 20.93 24,705.20 39,103.37 41,320.04

Furniture & Fixtures 2,195.09 - - 2,195.09 818.26 192.59 1.35 1,009.50 1,185.59 1,376.83

Office Equipments 98.81 1.06 3.77 96.10 49.43 14.85 (9.77) 74.05 22.05 49.38

Computers & related equipments 299.65 - 1.10 298.55 223.28 46.68 (11.84) 281.80 16.75 76.37

Vehicles 149.94 - 0.48 149.46 122.87 9.82 (0.15) 132.84 16.62 27.07

Total 78,815.53 4,765.84 11.24 83,570.14 21,360.46 7,602.02 32.58 28,929.91 54,640.25 57,455.07

Intangible Assets

Goodwill 124.69 - - 124.69 80.61 - - 80.61 44.08 44.08

Computer Software 26.77 0.72 - 27.49 23.89 1.83 - 25.72 1.77 2.88

Total 151.46 0.72 - 152.18 104.50 1.83 - 106.33 45.85 46.96

Previous Year

Tangible Assets 22,120.50 1,618.98 164.94 23,574.54 5,451.87 2,241.32 (4.80) 7688.39 15,935.95 16,668.63

Intangible Assets 19.58 - - 19.58 16.58 1.19 - 17.77 1.81 3.00

* Includes Gross Block ` 201.92 (Previous Year ` 201.92), Accumulated Depreciation ` 70.67 (Previous Year ` 67.98) and written down value ` 131.25 (Previous Year ` 133.94), jointly held with others.

* Includes Gross Block ̀ 102.93 (Previous Year ̀ 102.93) and Accumulated Depreciation ̀ 42.22 (Previous Year ̀ 40.04), that are yet to be registered in the name of the Company.

** During the year depreciation has been provided on Fixed assets as per useful life specified in the Companies Act, 2013 as per preliminary assessment of useful life by the Company. In case of existing assets, depreciation has been provided based on the remaining useful life of the assets. Based on the current estimates, carrying value of the assets whose useful life is already exhausted as on April 2014 amounting to ` 25.80 has been recognised in Deduction/Adjustments during the year and opening balance of retained earnings.




(` in Lacs)



Note 12 NON-CURRENT INVESTMENT Investment in equity shares (fully paid) 2,309.41 2,309.41

Share Application Money 9.37 9.37

2,318.78 2,318.78

Note 13 DEFERRED TAx ASSETSDeferred TaxDeferred tax asset (net) included in the Balance Sheet comprise of :Deferred Tax AssetsExcess of written down value of assets as per Income Tax Act, 1961 and net book value of such assets

779.88 696.15

(to the extent reversing after the period during which the Company is eligible for exemption under sections 10A and 10AA of the Income-tax Act, 1961)Provision for doubtful debts 19.39 20,080.09 Other timing differences 533.47 21,006.34 Deferred Tax Asset (net) 1,332.74 41,782.58

Note 14 LONG TERM LOANS AND ADVANCESUnsecured and considered goodCapital advances 1.03 300.00 MAT Credit Entitlement - 10,923.00 Other Loan & Advances 921.23 273.00 Security deposit 483.27 543.20

1,405.53 12,039.19

Note 15 OTHER NON-CURRENT ASSETS(Unsecured)Long term Trade Receivable (including trade receivable on defined credit terms) - Considered Good

- 253,234.93

- 253,234.93

Note 16 CURRENT INVESTMENT(Short term, other than trade, valued at cost)Quoted Equity Shares * 39.02 39.02 Less:- Provision for diminution in the value of investment 22.00 24.44

17.02 14.58 Investments in mutual fund** 318.55 307.97

335.57 322.55

* Aggregate value of quoted investment ` 17.02 (Previous Year ` 14.58) ** 15,228.418 units @ NAV of ` 2,091.7801/unit.






Note 17 INVENTORIES(At lower of cost and net realisable value)Raw materials and stones 38,030.17 27,476.62 Work-in-progress * 327.07 455.02 Finished goods 3,051.09 3,505.40

41,408.33 31,437.04 * Include stock lying with third parties ` 201.65 (Previous year ` 23.29). Closing stock excludes stock provided by third parties amounting to ` 72.11 (Previous Year ` 107.90) as at the year end lying with us. Inventory amounting to Rs. 33,920.42 held by one of the subsidiary companies held on consignment basis by a third party.

Note 18 TRADE RECEIVABLES*(Unsecured)Debts outstanding for a period exceeding six months from the date they are due for payment- considered good 329,973.86 2,949.86 - considered doubtful - -

329,973.86 2,949.86 Less: Provision for doubtful debts - -

329,973.86 2,949.86 Other debts - considered good 637.45 68,299.12

330,611.31 71,248.98

* Same parties netting off were made for common balances in Trade Receivables and Trade Payables. However, Out of the above some may or may not be netted-off by the banks, as the Trade Receivables may represents include both Discounted or Other bills, which is in process by the Banks for netting-off as per RBI guidelines.

Note 19 CASH AND CASH EQUIVALENTSCash on hand 34.55 116.83 Balances with bank -on current accounts 1,081.46 702.28 -on unpaid dividend account 9.22 9.27 Other bank balances -on bank deposits * 1,765.27 23,197.41

2,890.50 24,025.79

* Bank Deposit are held as margin money against various Secured Short Term Borrowings.

Note 20 SHORT TERM LOANS AND ADVANCES(Unsecured and considered good)Retail Loan (Gold loan receivable) 213.53 865.80 Income tax (net of provision) 2,645.64 2,571.71 Loans to related parties 424.33 Other loan and advances 8,032.48 11,075.72

11,315.98 14,513.23

Note 21 OTHER CURRENT ASSETSInterest accrued but not due on deposits and loans given 101.98 594.01

101.98 594.01






Note 22 REVENUE FROM OPERATIONSSale of Products 23,604.18 1,140,908.64 Sale of Services: -Job work charges 68.00 495.71 -Electricity Units 7,252.38 7,560.84 -Interest income from gold loan 66.25 220.59 -Interest income from other loan 84.53 1.79 Other operating revenue 2.09 22.26

31,077.43 1,149,209.83

Note 23 OTHER INCOMEGain on foreign exchange fluctuation (net) 10,148.05 27.19 Dividend Income 0.21 13.05 Miscellaneous Income 170.84 163.07

10,319.10 203.31

Note 24 COST OF MATERIALS CONSUMEDOpening stock 27,476.62 47,927.62 Add: Purchases 16,293.66 378,758.99 Less: Closing stock 38,030.17 27,476.62

5,740.11 399,209.99

Note 25 PURCHASES OF STOCk-IN-TRADEGold Jewellery and articles 17,825.75 189,321.65 Precious/Semi precious stones - 480,535.47 Others 8.09 10.52

17,833.84 669,867.64

Note 26 CHANGES IN INVENTORIES OF WORk-IN-PROGRESS & FINISHED GOODSClosing Stock- Work In Progress 327.07 455.02 - Finished Goods 3,051.09 3,505.40 Less : Opening Stock - Work In Progress 455.02 20,779.28 - Finished Goods 3,505.40 27,307.24

(582.27) (44,126.10)

Note 27 EMPLOYEE BENEFITS ExPENSESalaries and wages 740.92 1,516.07 Contribution to Employee Benefit Funds 32.74 33.37 Staff welfare expense 3.71 46.20 Directors Remuneration 54.04 40.92

831.41 1,636.56






Note 28 FINANCE COSTInterest expense (net) 35,830.84 31,655.65 Other borrowing costs 190.86 1,718.89

36,021.70 33,374.54

Note 29 OTHER ExPENSESAlloys and consumables consumed 21.06 21.97 Power and fuel 54.41 110.42 Loss on foreign exchange fluctuation (net) - 1,397.14 Rent 99.33 278.75 Repairs & maintenance - Building 21.47 63.73 - Machinery 219.91 8.60 - Others 43.24 2.94 Insurance 81.14 224.73 Provision for Doubtful Advances - 737.14 Rates and taxes 12.23 38.63 Sales promotion expenses 19.95 239.63 Legal and consultancy charges 171.95 293.21 Job work charges - 105.12 Auditor remuneration (Refer note 39) 22.33 34.84 Travelling expense 85.94 333.42 Provision for standard assets - 1.25 Provision for NPA 46.15 15.07 Loss on Bullion Trading - 108,599.33 Sundry Balances written off 189.61 Miscellaneous expenses 488.80 1,288.15

1,577.52 113,794.07

Note 30 ExCEPTIONAL ITEMExceptional Losses on Merchanting Transaction* - 39,059.15 Others 12.11

12.11 39,059.15

*The Company had sold diamonds of USD 171,508,700/- (approx INR 97,184.52) in the Financial Year 2012-13 to its customers based in Hongkong under merchanting trade. Since there were no recovery from these customers from last one year, the Company decided to take back the diamonds and returned it to the supplier. The Company negotiated with the supplier however since the company had availed volume discount at the time of purchase, the supplier had asked for reversal of discount offered earlier finally the supplier had agreed to take back the goods at mismatch @ 40% discount value only. Accordingly in the previous year the Company had incurred (approx INR 39,059.15) USD 62,350,015/- (converted @ 62.6516) loss on merchanting trade.

(` in Lacs)



Note 31 CURRENT TAxESIncome tax for the year 16.66 (33.35)Adjustments / (credits) related to previous years - Net 0.06 6.07

16.72 (27.28)





32. The Company through its wholly owned subsidiary Shree Ganesh Jewellery House FZE, in the month of August 2013 entered into an agreement for purchase of bullion from one of its supplier for 35 Tons quantity @USD 1420/oz based on orders in hand for bullion. However due to and due non-allowance and frequent changes in RBI policies for import of gold, the Company could not import bullion and the Company had to rescind the contract in the month of October 2013 @USD 1259/oz and accordingly the company had incurred a loss of USD 180,820,029/- i.e. approx INR 108,599.33 (INR 60.059/USD). To fund the losses the subsidiary entered into an arrangement with the supplier for supply of diamonds on 30% COD basis (30% equals the amount of loss) and balance on a credit period of approx 2 years.

Total losses suffered INR 108,599.33, of which the subsidiary of the Company had absorbed approx INR 49,522.85 (USD 82,456,536/-) to the extent of its net worth. The balance INR 59,076.47 is provisioned in the Previous Year as doubtful debt on account of receivables from its subsidiary because of non-ability to pay the amount by its subsidiary .

Investment value of INR 6157.63 appearing in the books of the Company is also provided for since the networth of the subsidiary has become negative due to loss incurred by them as explained above.

INR 253,234.93 shown as Long term non-current assets receivable from its subsidiary is because the same is sold by its subsidiary to the party with whom bullion transactions was booked and subsequently cancelled and arrangement for supply of bullion under 30% COD and balance on deferred payment basis i.e. on 2 years credit.

As explained above the company had incurred a total loss of INR 1,171.56 (PBT) in the Previous Year . Further since the subsidiary had sold goods of Approx INR 2,532.35 on a credit of 2 years. The company underwent a liquidity crunch and was not able to pay towards liquidity dues. During the year 2013-14, the Company had incurred total operating loss of INR 117,181.86 lacs, negative cash from operations of INR 135,296.17 lacs, failed to repay its long term borrowings of INR 3000 lacs and short term borrowings of INR 281,291.72 Lacs, unable to pay its Creditors of INR 60,213.45 lacs. Accordingly the Company had filed a request with its bankers for composite Corporate Debts restructuring for debts taken by the Company.

Further during the Previous Financial Year, one of our wholly owned subsidiary Shree Ganesh Jewellery House (Ghana) Ltd, purchased gold of approx 5.00 kgs. However there was a theft and the Company has taken due steps to recover but has not recovered the same yet. Hence provision to that effect has been created.



Note 33 ESTIMATED CAPITAL COMMITMENTS NOT PROVIDED FOR(NET OF ADVANCE)

Bank Guarantee 719.92 1,355.02 719.92 1,355.02

Note 34 CONTINGENT LIABILITIES i. Corporate Guarantees given - on behalf of subsidiaries 10,110.00 10,500.00 - on behalf of holding Company by subsidiary 430,750.00 438,350.00 - on behalf of other group companies 39,108.50 33,660.00 ii. Claims against the Company in respect of Sales Tax matters not acknowledged as debts

4,752.28 4,752.28

iii. Claims against the Company in respect of Income Tax matters not acknowledged as debts

5,367.67 41.21





Note 35 BASIC AND DILUTED EARNINGS PER SHARE(a) Calculation of weighted average number of equity shares of ` 10 each for basic

earning per share.Number of equity shares at the beginning of the year 70,352,732 64,826,485 Fresh Issue of Equity shares - through preferential allotment - 7,080,000 Weighted average number of Equity Shares outstanding during the year for basic EPS 70,352,732 70,352,732

(b) Net profit attributable to Equity Shareholders (78,800.17) (119,756.53)(c) Basic and Diluted earnings per Equity Share (`) (112.01) (170.22)

(Face value per Equity Share of ` 10 each)

71,906,485 (Previous Year 64,826,485) equity shares outstanding for 365 days, NIL (Previous Year 5,800,000) equity shares outstanding for 299 days and NIL (Previous Year 1,280,000) equity shares outstanding for 221 days.

36. The details of employee benefits for the year on account of gratuity which is unfunded defined employee benefit plan is as under.

Particulars Year ended31st March, 2015


(a) Component of Employer ExpenseCurrent service cost 5.84 25.82 Interest cost 6.02 4.16 Actuarial (Gains) / Losses (48.38) (6.83)Total Expenses recognised in the Statement of Profit & Loss Account (36.52) 23.15

(b) Change in Defined Benefit Obligation (DBO)Present value of DBO at the beginning of period 66.95 56.50 Current service cost 5.84 25.82 Interest cost 6.02 4.16 Actuarial (Gains) / Losses (48.38) (6.83)Benefits Payments (2.96) (12.70)Present Value of DBO at the year end 27.47 66.95 Current liability 4.54 4.22 Non current liability 22.93 52.28

27.47 56.50 Actuarial AssumptionsDiscount Rate 7.80% 9.2% / 9.10%

The Gratuity expenses have been recognised as ‘Employee benefit expense’ under Note 27.

The estimates of future salary increases, considered in actuarial valuations take account of inflation, seniority, promotion and other relevant factors such as supply and demand factors in the employment market.




(` in Lacs)

2014-2015 2013-2014(i) Enterprises directly / indirectly

are under common control with the Company

(a) Umesh Parekh (HUF) (a) Umesh Parekh (HUF)

(ii) Individuals owning (directly / indirectly) an interest in the voting power of the Company that gives them control or significant influence (also the key management personnel)

(a) Mr. Nillesh Parrekh- Chairman (a) Mr. Nillesh Parrekh- Chairman (b) Mr. Umesh Parekh- Managing Director (b) Mr. Umesh Parekh- Managing Director (c) Mr. Hitesh Dhinoja (c) Mrs. Kumud Parekh (d) Mr. Pawan Singh Ingty (d) Mr. Hitesh Dhinoja (e) Mr. Prannay Sureka (e) Mr. Pawan Singh Ingty (f) Mr. Pratyush Kumar Surekha (f) Mr. Prannay Sureka

(g) Mr. Manoj Dalal (h) Mr. Chintan Ojha (i) Mr. Karan Parekh (j) Mr. Nischay Parekh (k) Mr. Pratyush Kumar Sureka

(iii) Enterprises over which person mentioned in (ii) along with the relatives are able to exercise significant influence.

(a) Carvan Creation Pvt. Ltd. (a) Carvan Creation Pvt. Ltd. (b) Kalindi Enclave Private Limited (b) Kalindi Enclave Private Limited (c) Safal Properties Private Limited (c) Safal Properties Private Limited (d) Swastik Wheat Products (Agencies)

Private Limited (d) Swastik Wheat Products (Agencies)

Private Limited (e) Dhanteras Estates Pvt. Ltd

Name of the Party Nature of Transaction As at31st March, 2015


Carvan Creation Pvt. Ltd. Share Application money refunded - 127.50

Loan Taken - 359.00

Loans Receivable / (payable) outstanding (359.00) (359.00)

Kalindi Enclave Private Limited Rent Expense - 6.00

Receivable/ (Payable) as at the year end (2.25) (2.25)

Safal Properties Private Limited Rent Expense 55.27 72.00

Sale of Motor car 202.94 94.05

Swastik Wheat Products (Agencies) Private Limited

Rent Expense - 3.50

Receivable/ (Payable) as at the year end 2.50 -

Karan Parekh Client advance received - (151.36)

Nillesh Parrekh Loan Taken 175.00 426.00

Repayment of Loan Taken 2,416.95

Loans Receivable / (payable) outstanding (1,258.73) (1,083.73)

Remuneration including commission on profit 18.48 18.96


Umesh Parekh(HUF) Loans Receivable / (payable) outstanding (105.00)

Note 37 Related parties disclosure in accordance with AS - 18 prescribed by Companies (Accounting Standard) Rules, 2006




(` in Lacs)

Name of the Party Nature of Transaction As at31st March, 2015


Umesh Parekh Loan Taken 195.04 236.50

Repayment of Loan Taken - 531.75

Loans Receivable / (payable) outstanding (1,827.79) (1,632.75)

Remuneration including commission on profit 18.48 18.96


Note 38 SEGMENT INFORMATION IN ACCORDANCE WITH ACCOUNTING STANDARD 17 PRESCRIBED BY COMPANIES (ACCOUNTING STANDARD) RULES, 2006.

The Company is engaged in the business of manufacture and sale of gold jewellery and other articles of various designs/ specification based on customer's requirements and the company's manufacturing facilities are located in India. Further the Company through its subsidiaries is engaged in generation of solar power and lending against gold and other assets. The risk and returns of the group are affected predominantly by the fact that it operates in different businesses i.e. Jewellery, Solar Power & lending against gold and accordingly business segment have been considered as the primary segment information.

In view of the fact that the Company operates in different geographical areas i.e domestic and export, the geographical segment is considered as secondary segment information.

Segment information has been prepared in conformity with the accounting policies adopted for preparation and presentation of the financial statements of the Company.

Primary segment disclosures (Business Segments)31st March 2015

[31st March 2014]Amount

1 Segment revenueJewellery 33,559.87

[ 11,41,429.13]Power Sector 7,610.64

[ 7,556.78]Others 150.79

[ 238.21]Other Unallocable Income 75.23

[ 189.02]Total Revenue 41,396.53

[ 11,49,413.14]2 Segment results

Jewellery 7,759.86-[ 78,860.83]

Power Sector 7,648.32[ 7,556.79]

Others 177.99[ 225.15]

Segment Total 15,586.17-[ 71,078.89]

Note 37 Notes to the Accounts (Contd.)





Primary segment disclosures (Business Segments)31st March 2015

[31st March 2014]Amount

Unallocated Income / ( Expense ) (net) (8,370.75)-[ 16,760.30]

Exceptional Item [ 0.00]-[ 39,059.15]

Profit Before Interest and Taxation 7,215.42-[ 1,26,898.34]

Interest Expenses(net) 36,021.70[ 33,374.54]

Profit before taxation (28,806.28)-[ 1,60,272.89]

Less: Current tax 51,389.46-[ 38,805.55]

Profit after taxation before Minority Interest (80,195.74)-[1,21,467.34]

Minority Interest (1,395.57)-[ 1,710.80]

Profit after Taxation (78,800.17)-[ 1,19,756.54]

Segment Assets Segment LiabilitiesAmount Amount

Note 38 SEGMENT INFORMATION IN ACCORDANCE WITH ACCOUNTING STANDARD 17 PRESCRIBED BY COMPANIES (ACCOUNTING STANDARD) RULES, 2006.

Jewellery 7,50,630.33 4,58,208.94[3,82,440.93] [68,486.48]

Power Sector 5,757.57 1,646.86[ 45,819.31] [191.49]

Other 68.63 5.28[ 68.63] [ 0.30]

Segment Total 7,56,456.53 4,59,861.08[4,28,328.87] [ 68,678.27]

Unallocated Corporate Assets/Liabilities (3,13,910.99) (3,91,356.19)[ 25,819.18] [ 3,182.98]

Advance Income Tax (Net)/Provision for Tax (Net) 2,180.99 -[ 2,571.71] [ 0.00]

Loan - 3,50,080.76[ 0.00] [3,29,261.57]

Proposed Dividend - [ 0.00][ 0.00] [ 0.00]

Tax on proposed dividend - -[ 0.00] [ 0.00]



Segment Assets Segment LiabilitiesAmount Amount

MAT Credit Entitlement 536.62 -[10,923.00] [0.00]

Deferred Tax Asset 1,324.76 -[41,782.58] [0.00]

Minority Interest - 4,516.41[0.00] [5,911.99]

Total 4,46,587.91 4,23,102.06[5,09,425.34] [4,07,034.82]

CapitalExpenditure

Depreciation Significant non cashexpenses other than

depreciation and amortisation

Jewellery 13.62 1,327.29 1,04,577.39[1,865.84] [ 2,535.80] [0.00]

Power Sector 4,752.94 6,256.90 -[2,823.49] [ 6,064.65] [0.00]

Others - 19.67 -[ 8.13] [ 17.52] [0.00]

Segment Total 4,766.56 7,603.86 1,04,577.39[4,697.46] [ 8,617.97] [0.00]

Secondary Disclosure (Geographical Segments) 31st March 2015 31st March 2014Revenue from external customers by location of customers- Within India 24,608.11 [2,94,333.30]- Outside India 16,584.53 [8,54,890.81]- Unallocated 203.90 [ 189.03]Total 41,396.53 [11,49,413.14]Carrying amount of Segment Assets by location of assets- Within India 78,946.89 [2,13,742.83]- Outside India 3,67,641.02 [2,95,682.51]Total 4,46,587.91 [5,09,425.34]Cost to acquire tangible and intangible fixed assets by location of assets- Within India 4,754.93 [ 4,460.82]- Outside India 11.63 [ 236.64]Total 4,766.56 [ 4,697.46]

Year Ended 31st March 2015

Year Ended 31st March 2014

Note 39 AUDITOR'S REMUNERATION - As auditor 20.31 23.27 - For taxation matter 1.50 2.06 - For other services 0.52 9.51

22.33 34.84



Annual Report 2014-15108 Annual Report 2014-15 PB



40. Based on the information available with the Company, there are no dues to micro and small enterprises under the Micro, Small and Medium Enterprises Development Act, 2006.

41. The Company has taken an office and other premises on operating lease. Minimum lease payment charged during the year to the Statement of Profit and Loss account aggregated to ` 99.33 (Previous year ` 278.75).

42. As per AS - 22, issued by Company (Accounting Standards) Rules, 2006, on the basis of virtual certainty Deferred Tax Assets was recognised in the year 2013-2014. However as per recent assessment based on the outcome of Consortium Meeting held with all the consortium members regarding withdrawal of support from debt restructuring proposal of the Company, the carrying amount of the deferred tax asset is charged to Profit and Loss Account as it is no longer probable that sufficient taxable profit will be available to allow the benefit of deferred tax asset to be utilised in near future.

43. During the year, the Company had written off MAT credit asset based on the assessment of current financial projections, it is probable that the Company may not be able to avail MAT benefit in the time span of next 10 years, as the projected profit taxable under normal income tax is lesser than the profit chargeable under MAT for next couple of years.

44. The Holding Company had filed Flash Report under Corporate Debt Restructuring (CDR) mechanism for restructuring of its debt. However, in Consortium meeting of all the Banks held on 22nd January, 2015, the banks had decided to withdraw their support for restructuring the credit facilities offered to the Company .

The Company had again requested vide mail dated 4th Feb, 2015, all the lenders for reconsideration of the restructuring proposal so that the operations of the Company remain unaffected and a proper repayment schedule with mutual consent may be finalised. However the matter has been requested for reconsideration to the consortium Banks. Further, the Company filed a writ petition before the Honb'le High Court at Calcutta on 11th March, 2015 challenging inter alia the actions of the CDR Empowered Group and State Bank of India and the Honb'le High Court passed an interim order inter alia directing continuation of the "Holding on Operation" by the Company.

45. Fixed deposit amounting to ` 3031.08 (previous year ` 2287.58) pledged as security with Axis Bank against cash credit sanctioned was adjusted with the cash credit balance in the Company's books on maturity of the Fixed Deposit. However, as per cash credit account statement furnished by the bank the Fixed Deposit figure was not adjusted with the cash credit account balance. Thus, cash credit balance as per bank confirmation showed excess by ` 3031.08 (previous year ` 2287.58). Further, as per confirmation received from the bank the matured amount was not adjusted in the cash credit account but was transferred to a separate account of the bank. The bank is yet to provide explanations for such transfers made Threre is primafacie no impact on the profit/loss for the current quarter.

46. Cash credit balance of Dhanalaxmi Bank was shown less as per Company's books by ̀ 91.59. Cash credit balance as per Company's books was ` 1827.27 (previous year ` 1485.55) and balance as per bank confirmation was ` 1918.87 (previous year ` 1577.15). The Company had contested the excess amount claimed by the Bank in the High Court of Kolkata and had received a stay order on the excess claim made by the bank. However, as per order passed by the court on 10th March, 2014, pendency of the writ petition shall not preclude the respondents (bank) to proceed strictly in accordance with the Master Circular of Reserve Bank of India on Wilful Defaulters. As per order dated 8th September, 2014 of Hon'ble High Court, Kolkata, this writ petition succeeds. However, the amount remains unresolved till date.

47. The Holding Company and other Subsidiary Companies have been incurring cash losses in the current and previous financial year. Its current liabilities is exceeded the current assets and having negative cash flows. The Management is in the process of restructuring and is confident that these measures are expected to result in sustainable cash flows and accordingly the Companies have continued to prepare its accounts on going concern basis.

48. The previous year's figures have been regrouped or reclassified wherever necessary to conform with the current year's presentation.


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CIN : L36911WB2002PLC095086 Regd Office :

413 Vardaan Market, 25A, Camac Street, Kolkata - 700 016Phone: 033 3028 9188, Fax no.: 033 3022 5903

Website: www.sgjhl.com, Email: [email protected]

NOTICENotice is hereby given that the Thirteenth Annual General Meeting of the Members of Shree Ganesh Jewellery House (I) Limited will be held on Thursday, the 24th day of September, 2015 at 10.00 a.m. at ‘Rabindra Tirtha’, Premises No - 33-1111, Major Arterial Road, 3rd Rotary, New Town, Kolkata - 700 156, to transact the following business :ORDINARY BUSINESS :1. To receive, consider and adopt : (a) the Audited Standalone Financial Statement of the Company for the financial year ended 31st March, 2015, the Reports of the Board

of Directors and Auditors thereon; and (b) the Audited Consolidated Financial Statement of the Company for the financial year ended 31st March, 2015 and the Report of the

Auditors thereon.2. To re-appoint M/s Chaturvedi & Partners, Chartered Accountants (Firm Registration No. 307068E) as Auditors of the Company who shall

hold office from the conclusion of this Annual General Meeting until the conclusion of the next Annual General Meeting of the Company, at a remuneration to be fixed by the Board of Directors of the Company based on the recommendation of the Audit Committee.

SPECIAL BUSINESS :3. To consider and if thought fit, to pass, with or without modification(s), the following resolution as an Ordinary Resolution : “RESOLVED THAT pursuant to the provisions of Sections 149, 152 and 160 read with Schedule IV and all other applicable provisions

of the Companies Act, 2013 and the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force) and Clause 49 of the Listing Agreement, Mr. Raman Chopra (DIN: 07175795), who was appointed as an Additional Director pursuant to the provisions of Section 161(1) of the Companies Act, 2013 and the Articles of Association of the Company w.e.f. 11th May, 2015 and who holds office up to the date of this Annual General Meeting and in respect of whom the Company has received a notice in writing under Section 160 of the Companies Act, 2013 from a member proposing his candidature for the office of Director, be and is hereby appointed as an Independent Director of the Company, not liable to retire by rotation, to hold office from the conclusion of this Annual General Meeting upto 11 months.”

4. To consider and if thought fit, to pass, with or without modification(s), the following resolution as an Ordinary Resolution : “RESOLVED THAT pursuant to the provisions of Sections 152 and 160 read with Schedule IV and all other applicable provisions of

the Companies Act, 2013 and the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force) and Clause 49 of the Listing Agreement, Mr. Ashok Prakash Sahni (DIN: 00701324), who was appointed as an Additional Director pursuant to the provisions of Section 161(1) of the Companies Act, 2013 and the Articles of Association of the Company w.e.f. 11th May, 2015 and who holds office up to the date of this Annual General Meeting and in respect of whom the Company has received a notice in writing under Section 160 of the Companies Act, 2013 from a member proposing his candidature for the office of Director, be and is hereby appointed as a Director (Category – Executive) of the Company, liable to retire by rotation, to hold office from the conclusion of this Annual General Meeting upto 11 months.”

5. To consider and if thought fit, to pass, with or without modification(s), the following resolution as an Ordinary Resolution : “RESOLVED THAT pursuant to the provisions of Sections 149, 152 and 160 read with Schedule IV and all other applicable provisions

of the Companies Act, 2013 and the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force) and Clause 49 of the Listing Agreement, Mrs. Arvinder Kaur Sodhi (DIN: 07197304), who was appointed as an Additional Director pursuant to the provisions of Section 161(1) of the Companies Act, 2013 and the Articles of Association of the Company w.e.f. 30th May, 2015 and who holds office up to the date of this Annual General Meeting and in respect of whom the Company has received a notice in writing under Section 160 of the Companies Act, 2013 from a member proposing his candidature for the office of Director, be and is hereby appointed as an Independent Director of the Company, not liable to retire by rotation, to hold office from the conclusion of this Annual General Meeting upto 11 months.”

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6. To consider and if thought fit, to pass, with or without modification(s), the following resolution as an Ordinary Resolution : “RESOLVED THAT pursuant to the provisions of Sections 149, 152 and 160 read with Schedule IV and all other applicable provisions

of the Companies Act, 2013 and the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force) and Clause 49 of the Listing Agreement, Mr. Pradeep Dhir (DIN: 07198459), who was appointed as an Additional Director pursuant to the provisions of Section 161(1) of the Companies Act, 2013 and the Articles of Association of the Company w.e.f. 30th May, 2015 and who holds office up to the date of this Annual General Meeting and in respect of whom the Company has received a notice in writing under Section 160 of the Companies Act, 2013 from a member proposing his candidature for the office of Director, be and is hereby appointed as an Independent Director of the Company, not liable to retire by rotation, to hold office from the conclusion of this Annual General Meeting upto 11 months.”

7. To consider and if thought fit, to pass, with or without modification(s), the following resolution as an Ordinary Resolution : "RESOLVED THAT pursuant to the provisions of Section 196 and any other applicable provisions of the Companies Act, 2013 and the

rules made there under (including any statutory modification(s) or re-enactment thereof for the time being in force) and subject to such approvals as may be necessary, the consent of the Members of the Company be and is hereby accorded to appoint Mr. Ashok Prakash Sahni, Chief Financial Officer, as Whole-time Director of the Company for a period of 11 months w.e.f. 1st June, 2015 on remuneration and such other terms and conditions as recommended by the Nomination and Remuneration Committee of the Company and set out in the explanatory statement annexed;

RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorized to do all such acts, deeds and things as in its absolute discretion it may think necessary, expedient or desirable, to settle any question or doubt that may arise in relation thereto in order to give effect to the foregoing resolution and to seek such approval/consent from authorities, as may be required in this regard;

RESOLVED FURTHER THAT the Board of Directors of the Company or any Committee thereof be and is hereby also authorized to amend, alter, modify or otherwise vary the terms and conditions of appointment of Mr. Ashok Prakash Sahni as Whole-time Director.”

8. To consider and if thought fit, to pass, with or without modification(s), the following resolution as a Special Resolution : “RESOLVED THAT in supersession of the earlier Resolution passed under Section 372A of the Companies Act, 1956, and pursuant to the

provisions of Section 186 and other applicable provisions, if any, of the Companies Act, 2013 (‘the Act’) read with Companies (Meetings of Board and its Powers) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) and subject to such approvals, permissions, sanctions and consents as may be necessary and required under all applicable laws, rules and regulations from various statutory authorities, the consent of the members of the Company be and is hereby accorded to the Board of Directors [hereinafter to be referred to as “the Board” which term shall be deemed to include any Committee(s) constituted/to be constituted by the Board of Directors to exercise its powers including the powers vested and conferred by this Resolution] to give any loans to any person or other body corporate and / or to give guarantee and / or to provide security in connection with a loan to any other body corporate or person and to make investment or acquire from time to time by way of subscription, purchase, conversion or otherwise the securities of any other body corporate whether Indian or overseas up to an aggregate limit not exceeding Rs. 3000 Crores (excluding the deposits or counter guarantee(s) furnished or to be furnished in favour of the Bankers of the Company in the ordinary course of business);

RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorized to do all such acts, deeds and things as in its absolute discretion it may think necessary, expedient or desirable, to settle any question or doubt that may arise in relation thereto and to delegate to the extent permitted by law, all or any of the powers herein conferred to any Committee of Directors constituted/to be constituted or any Key Managerial Personnel (KMPs) or any other Officer(s) of the Company to give effect to the foregoing resolution.”

9. To consider and if thought fit, to pass, with or without modification(s), the following resolution as a Special Resolution : “RESOLVED THAT pursuant to the provisions of Section 94 and all other applicable provision, if any, of the Companies Act, 2013 and

the Rules framed thereunder (including any statutory modification(s) or re-enactment thereof, for the time being in force), the relevant provisions of the Articles of Association of the Company and in supersession of earlier resolution passed at the Annual General Meeting of the Company held on 24th August, 2012 on the matter, consent, authority and approval of the Company be and is hereby accorded to the Board of Directors of the Company to keep the Register of Members together with the Index of Members, Register of Debenture Holders together with the Index of Debenture Holders and Register of any other Security Holders together with the Index of any other Security Holders and/or any other related documents and returns, as required to be kept, at the Office in India of the Registrar and Share Transfer Agents of the Company;

RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorized to do all such acts, deeds and things as in its absolute discretion it may think necessary, expedient or desirable, to settle any question or doubt that may arise in relation thereto and to delegate to the extent permitted by law, all or any of the powers herein conferred to any Committee of Directors constituted/to be constituted or any Key Managerial Personnel (KMPs) or any other Officer(s) of the Company to give effect to the foregoing resolution.”

Registered Office : By order of the Board of Directors413 Vardaan Market 25A Camac Street Sd/-Kolkata - 700 016 Neha JhunjhunwalaDated : 30th May, 2015 Company Secretary

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NOTES :

1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF, AND THE PROXY NEED NOT BE A MEMBER OF THE COMPANY. A PROXY FORM, DULY COMPLETED, SHOULD BE DEPOSITED AT THE REGISTERED OFFICE OF THE COMPANY NOT LESS THAN 48 HOURS BEFORE THE SCHEDULED TIME OF THE ANNUAL GENERAL MEETING.

A proxy form in Form MGT-11 for the AGM is enclosed herewith. A person can act as a proxy on behalf of members not exceeding fifty and holding in the aggregate not more than ten percent of the total share capital of the company carrying voting rights. However, a member holding more than ten percent of the total share capital of the company carrying voting rights may appoint a single person as proxy and such person shall not act as a proxy for any other person or shareholder.

2. The Explanatory Statement pursuant to Section 102(1) of the Companies Act, 2013, in respect of Special Business, as set out above is annexed hereto.

3. The disclosures required under Clause 49 of the Listing Agreement in respect of the Directors seeking appointment/re-appointment at the Annual General Meeting are given as an annexure to this notice.

4. The Register of Members and the Share Transfer Book of the Company will remain closed from 18th September, 2015 to 24th September, 2015 (both days inclusive).

5. Members are requested to notify immediately any change of address:

i. To their Depository Participants (DPs) in respect of shares held in electronic form; and

ii. To the Company at its Registered Office, in respect of their physical shares, if any, quoting their folio number, banker’s name and account number.

6. The Securities and Exchange Board of India (SEBI) has mandated the submission of Permanent Account Number (PAN) by every participant in securities market. Members holding shares in electronic form are, therefore, requested to submit their PAN to the Depository Participants with whom they maintain their demat accounts. Members holding shares in physical form should submit their PAN to Registrar and Share Transfer Agents.

7. Shareholders who are yet to encash their earlier dividend warrants for the financial years from 2009-10 to financial year 2011-12 (Final) including Interim Dividend of 2010-11, are requested to contact the Registrar and Share Transfer Agents of the Company for revalidation of dividend warrants/issue of fresh demand drafts.

8. The annual accounts of the subsidiary companies of the Company are available for inspection by any shareholder in the Registered Office of the holding and concerned subsidiary companies and the hard copy of the same and related detailed information will be furnished, on demand, to any shareholder.

9. Members are requested:

i. To bring their copies of the Annual Report, Notice and Attendance Slip at the time of the meeting.

ii. To quote their Folio No./ DP ID and Client ID in all correspondences.

10. The Government took a ‘Green Initiative in Corporate Governance’ in 2011 by allowing the Companies to service the documents to its Members through electronic mode.

Accordingly, the Company sends all communication including the Notice along with Annual Report in electronic form to all Members whose email Ids are registered with the Company/ Depository Participant(s) unless a specific request for hard copy has been requested.

11. Members may also note that the Notice of the 13th Annual General Meeting and the Annual Report for 2014-2015 will also be available on the Company’s website www.sgjhl.com. The Notice of AGM shall also be available on the website of CDSL viz. www.evotingindia.com.

12. In compliance with provisions of Section 108 of the Companies Act, 2013 and Rule 20 of the Companies (Management and Administration) Rules, 2014 as amended and Clause 35B of the Listing Agreement, the Company is pleased to provide to its members facility of “remote e-voting” (e-voting from a place other than venue of the AGM), to enable them to cast their votes for the business at the Thirteenth AGM. The Company has entered into an agreement with Central Depository Services (India) Ltd. (CDSL) for facilitating e-voting to enable all its members to cast their vote electronically.

The facility for voting, through ballot paper shall also be made available at the venue of the AGM, apart from the remote e-voting facility provided prior to the date of AGM. The members attending the meeting, who have not already cast their vote through remote e-voting shall be able to exercise their voting rights at the meeting. The members who have already cast their vote by remote e-voting prior to the meeting may also attend the meeting but shall not be entitled to cast their vote again at the AGM.

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The voting rights of members shall be in proportion to their Shares of the paid up equity capital of the Company as on the cut-off date of Thursday, 17th September, 2015.

13. The Board vide its Resolution passed on 30th May, 2015 has appointed Mr. Mohan Ram Goenka, Practising Company Secretary, (COP No. 2551), as Scrutinizer for conducting the e-voting process in accordance with the law and in a fair and transparent manner. The Scrutinizer shall after the conclusion of voting at the general meeting will first count the votes cast at the meeting and thereafter, unblock the votes cast through remote e-voting in the presence of at least two witnesses not in the employment of the Company and shall make, not later than 3 (three) days of the conclusion of the AGM, a consolidated Scrutinizer’s Report of the total votes cast in favour or against, if any, to the Chairman or a person authorized by him in writing, who shall countersign the same and declare the result of the voting forthwith.

The Results declared along with the Scrutinizer’s Report shall immediately after declaration of results be placed on the website of the Company and on the website of CDSL shall also be communicated to the Stock Exchanges on which the securities of the Company are listed.

14. All Statutory Registers and relevant documents referred to in the Notice and the Explanatory Statement shall be available for inspection by the Members at the Registered Office of the Company on all working days, except Saturdays, Sundays and public holidays, between 11.00 a.m. and 1.00 p.m. upto the date of the Annual General Meeting.

15. Please see the instructions below for details on e-Voting facility.

i) The e-voting period begins on Monday, 21st September, 2015 (9:00 a.m.) and ends on Wednesday, 23rd September, 2015 (5:00 p.m.). During this period shareholders’ of the Company, holding shares either in physical form or in dematerialised form, as on the cut-off date i.e. Thursday, 17th September, 2015, may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.

ii) Those persons, who have acquired shares and have become Members of the Company after the despatch of Notice of the AGM by the Company and whose names appear in the Register of Members or Register of beneficial holders as on the cut-off date i.e 17th September, 2015 shall view the Notice of the Thirteenth AGM on the Company’s website or on the website of CDSL. Such Members shall exercise their voting rights through remote e-voting by following the procedure as mentioned later in the notice or by sending a request to the Company’s Registrar and Share Transfer Agents at [email protected] or by voting at the AGM.

iii) Log on to the e-voting website www.evotingindia.com.

iv) Click on “Shareholders” tab to cast your votes.

v) Now enter your User ID:

a. For CDSL : 16 digits Beneficiary ID

b. For NSDL: 8 Character DP ID followed by 8 digits Client ID

c. Members holding shares in Physical form should enter Folio Number registered with the Company.

vi) Next enter the Image Verification as displayed and Click on Login.

vii) If you are holding shares in Demat form and have already voted earlier on www.evotingindia.com for a voting of any Company, then your existing login Id and password are to be used. If you are a first time user follow the steps given below.

For Members holding shares in Demat Form and Physical FormPAN Enter your 10 digit alpha-numeric PAN issued by Income Tax Department (Applicable for both demat

shareholders as well as physical shareholders).Members who have not updated their PAN with the Company/Depository Participant are requested to use the first two letters of their name in Capital Letter followed by 8 digits of the Sequence No. in the PAN field. In case the Sequence Number is less than 8 digits enter the applicable number of 0’s before the number after the first two characters of the name in CAPITAL letters.For example: If your name is Ramesh Kumar with Sequence Number 1 then enter RA00000001 in the PAN field.

DividendBankDetails OR Date of Birth (DOB)

Enter the Dividend Bank Details or DOB (in dd/mm/yyyy format) as recorded in your demat account or in the company records in order to login.If both the details are not recorded with the Depository or Company please enter the Member ID / Folio No. in the Dividend Bank details field as mentioned in instruction (v).

viii) After entering these details appropriately, click on “SUBMIT” tab.

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ix) Members holding shares in physical form will then reach directly to the Company selection screen. However, members holding shares in demat form will now reach ‘Password Creation’ menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

x) Click on the EVSN for Shree Ganesh Jewellery House (I) Limited on which you choose to vote.

xi) On the voting page, you will see “Resolution Description” and against the same the option “YES/NO” for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.

xii) Click on the “Resolutions File Link” if you wish to view the entire Resolution details.

xiii) After selecting the resolution you have decided to vote on, click on “SUBMIT”. A confirmation box will be displayed. If you wish to confirm your vote, click on “OK”, else to change your vote, click on “CANCEL” and accordingly modify your vote.

xiv) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote or cast your vote again.

xv) You can also take out print of the vote cast by you by clicking on “click here to print” option on the Voting Page.

xvi) If the demat account holder has forgotten the login password then enter the User ID and the image verification code and click on Forgot Password and enter the details as prompted by the system.

xvii) Non-Individual shareholders (i.e. other than individuals, HUF, NRI etc.) and Custodians are required to log on to www.evotingindia.com and register themselves as Corporates and Custodians respectively; they should submit a scanned copy of the Registration Form bearing the stamp and sign of the entity to [email protected]; after receiving the login details they have to create a Compliance User using the admin login and password who would be able to link the account(s) which they wish to vote on; the list of accounts linked in the login should be mailed to [email protected] and on approval of the accounts they would be able to cast their vote; they should upload a scanned copy of the Board Resolution and Power of Attorney (POA) in favour of the Custodian who they have authorised to vote on their behalf, if any, in PDF format in the system for the scrutinizer to verify the vote.

xviii) In case of members receiving the physical copy please follow all steps from sl. no. (i) to sl. no. (xvii) above to cast vote.

xix) In case you have any queries or issues regarding e-voting, you may refer the Frequently Asked Questions (“FAQs”) and e-voting manual available at www.evotingindia.com under help section or write an email to [email protected].

EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013

Item No. 3

Mr. Raman Chopra was appointed as an Additional Director of the Company with effect from 11th May, 2015, pursuant to provisions of Section 161(1) of the Companies Act, 2013 and the Articles of Association of the Company.

In terms of the provisions of Section 161(1) of the Act, Mr. Raman Chopra would hold office up to the date of the ensuing Annual General Meeting.

Under Section 160 of the Companies Act 2013, a notice in writing has been received from a member signifying his intention to propose Mr. Raman Chopra, as an Independent Director of the Company along with the deposit of requisite amount as required under the aforesaid Section.

Mr. Raman Chopra is not disqualified from being appointed as Director in terms of Section 164 of the Act. The Company has received the consent to act as Director and requisite Disclosures from him, confirming his eligibility for such appointment.

Section 149 of the Act inter alia stipulates the criteria of independence should a company propose to appoint an Independent Director on its Board. Mr. Raman Chopra shall hold office for a term upto 11 months from the conclusion of this Annual General Meeting and he shall not be included in the total number of directors for retirement by rotation.

The Company has received a declaration from Mr. Raman Chopra that he meets with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Act and under Clause 49 of the Listing Agreement. Mr. Raman Chopra possesses appropriate skills, experience and knowledge, inter alia, in the field of finance and audit.

In the opinion of the Nomination and Remuneration Committee and the Board, Mr. Raman Chopra fulfills the conditions for his appointment as an Independent Director as specified in the Act and the Listing Agreement. Mr. Raman Chopra is independent of the management.

Copy of the draft letter for appointment of Mr. Raman Chopra as an Independent Director setting out the terms and conditions would be available for inspection without any fee by the members at the Registered Office of the Company during normal business hours on any working day, except Saturdays, Sundays and public holidays, between 11.00 a.m. and 1.00 p.m. till the date of AGM.

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Your Directors therefore recommend the resolution to be passed as an Ordinary Resolution by the Members.

Mr. Raman Chopra and his Relatives may be deemed to be concerned or interested in the proposed Resolution in so far as it relates to his appointment. None of the other Directors or Key Managerial Personnel of the Company or their relatives are, in any way, concerned or interested, financially or otherwise, in the proposed resolution.

Item No. 4

Mr. Ashok Prakash Sahni, Chief Financial Officer (CFO) of the Company was appointed as an Additional Director of the Company with effect from 11th May, 2015, pursuant to provisions of Section 161(1) of the Companies Act, 2013 and the Articles of Association of the Company.

In terms of the provisions of Section 161(1) of the Act, Mr. Ashok Prakash Sahni would hold office up to the date of the ensuing Annual General Meeting.

Mr. Ashok Prakash Sahni, if appointed, shall hold office for a term of 11 months from the conclusion of this Annual General Meeting and shall be liable to retire by rotation.

Under Section 160 of the Companies Act 2013, a notice in writing has been received from a member signifying his intention to propose Mr. Ashok Prakash Sahni, as a Director (Category – Executive) of the Company along with the deposit of requisite amount as required under the aforesaid Section.

Mr. Ashok Prakash Sahni is not disqualified from being appointed as Director in terms of Section 164 of the Act. The Company has received the consent to act as Director and requisite disclosures from him, confirming his eligibility for such appointment.

Mr. Ashok Prakash Sahni possesses appropriate skills, experience and knowledge, inter alia, in the field of finance, planning and administration. In the opinion of the Board, Mr. Ashok Prakash Sahni fulfills the conditions for his appointment as a Director.


Mr. Ashok Prakash Sahni and his Relatives may be deemed to be concerned or interested in the proposed Resolution in so far as it relates to his appointment. None of the other Directors or Key Managerial Personnel of the Company or their relatives are, in any way, concerned or interested, financially or otherwise, in the proposed resolution.

Item No. 5

Mrs. Arvinder Kaur Sodhi was appointed as an Additional Director of the Company with effect from 30th May, 2015, pursuant to provisions of Section 161(1) of the Companies Act, 2013 and the Articles of Association of the Company.

In terms of the provisions of Section 161(1) of the Act, Mrs. Arvinder Kaur Sodhi would hold office up to the date of the ensuing Annual General Meeting.

Under Section 160 of the Companies Act 2013, a notice in writing has been received from a member signifying his intention to propose Mrs. Arvinder Kaur Sodhi, as an Independent Director of the Company along with the deposit of requisite amount as required under the aforesaid Section.

Mrs. Arvinder Kaur Sodhi is not disqualified from being appointed as Director in terms of Section 164 of the Act. The Company has received the consent to act as Director and requisite disclosures from her, confirming her eligibility for such appointment.

Section 149 of the Act inter alia stipulates the criteria of independence should a company propose to appoint an Independent Director on its Board. Mrs. Arvinder Kaur Sodhi shall hold office for a term upto 11 months from the conclusion of this Annual General Meeting and she shall not be included in the total number of directors for retirement by rotation.

The Company has received a declaration from Mrs. Arvinder Kaur Sodhi that she meets with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Act and under Clause 49 of the Listing Agreement. Mrs. Arvinder Kaur Sodhi possesses appropriate skills, experience and knowledge.

In the opinion of the Nomination and Remuneration Committee and the Board, Mrs. Arvinder Kaur Sodhi fulfills the conditions for her appointment as an Independent Director as specified in the Act and the Listing Agreement. Mrs. Arvinder Kaur Sodhi is independent of the management.

Copy of the draft letter for appointment of Mrs. Arvinder Kaur Sodhi as an Independent Director setting out the terms and conditions would be available for inspection without any fee by the members at the Registered Office of the Company during normal business hours on any working day, except Saturdays, Sundays and public holidays, between 11.00 a.m. and 1.00 p.m. till the date of AGM.


Mrs. Arvinder Kaur Sodhi and her relatives may be deemed to be concerned or interested in the proposed Resolution in so far as it relates to her appointment. None of the other Directors or Key Managerial Personnel of the Company or their relatives are, in any way, concerned or interested, financially or otherwise, in the proposed resolution.

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Item No. 6

Mr. Pradeep Dhir was appointed as an Additional Director of the Company with effect from 30th May, 2015, pursuant to provisions of Section 161(1) of the Companies Act, 2013 and the Articles of Association of the Company.

In terms of the provisions of Section 161(1) of the Act, Mr. Pradeep Dhir would hold office up to the date of the ensuing Annual General Meeting.

Under Section 160 of the Companies Act 2013, a notice in writing has been received from a member signifying his intention to propose Mr. Pradeep Dhir, as an Independent Director of the Company along with the deposit of requisite amount as required under the aforesaid Section.

Mr. Pradeep Dhir is not disqualified from being appointed as Director in terms of Section 164 of the Act. The Company has received the consent to act as Director and requisite disclosures from him, confirming his eligibility for such appointment.

Section 149 of the Act inter alia stipulates the criteria of independence should a company propose to appoint an Independent Director on its Board. Mr. Pradeep Dhir shall hold office for a term upto 11 months from the conclusion of this Annual General Meeting and he shall not be included in the total number of directors for retirement by rotation.

The Company has received a declaration from Mr. Pradeep Dhir that he meets with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Act and under Clause 49 of the Listing Agreement. Mr. Pradeep Dhir possesses appropriate skills, experience and knowledge, inter alia, in the field of management and social responsibility services.

In the opinion of the Nomination and Remuneration Committee and the Board, Mr. Pradeep Dhir fulfills the conditions for his appointment as an Independent Director as specified in the Act and the Listing Agreement. Mr. Pradeep Dhir is independent of the management.

Copy of the draft letter for appointment of Mr. Pradeep Dhir as an Independent Director setting out the terms and conditions would be available for inspection without any fee by the members at the Registered Office of the Company during normal business hours on any working day, except Saturdays, Sundays and public holidays, between 11.00 a.m. and 1.00 p.m. till the date of AGM.


Mr. Pradeep Dhir and his Relatives may be deemed to be concerned or interested in the proposed Resolution in so far as it relates to his appointment. None of the other Directors or Key Managerial Personnel of the Company or their relatives are, in any way, concerned or interested, financially or otherwise, in the proposed resolution.

Item No. 7

Mr. Ashok Prakash Sahni was appointed as an Additional Director of the Company with effect from 11th May, 2015, pursuant to provisions of Section 161(1) of the Companies Act, 2013 and the Articles of Association of the Company.

In terms of the provisions of Section 161(1) of the Act, Mr. Ashok Prakash Sahni would hold office up to the date of the ensuing Annual General Meeting.

Further, on the recommendation of the Nomination and Remuneration Committee of the Company, the Board of Directors also appointed Mr. Ashok Prakash Sahni as the Whole-time Director of the Company for the period from 1st June, 2015 to 30th April, 2016, subject to approval of the Members.

Mr. Ashok Prakash Sahni has been associated with the Company since August 2008 and is the Chief Financial Officer and Key Managerial Personnel of the Company. He has rich experience in the field of finance, planning and administration. Considering the credentials and dedicated services of Mr. Ashok Prakash Sahni, it is thereby proposed to appoint him as the Whole-time Director w.e.f. 1st June, 2015 for a term of 11 months.

The principal terms and conditions of Mr. Ashok Prakash Sahni’s appointment as Whole-time Director (hereinafter referred to as ‘Mr. Sahni’ or the ‘Whole-time Director’) as recommended by the Nomination and Remuneration Committee of the Company are as follows:

1. Period : From 1st June, 2015 to 30th April, 2016, for a term of 11 months.

2. Nature of duties :

a. The Whole-time Director shall exercise and perform such powers and duties as the Board of Directors of the Company (hereinafter called “the Board”) shall from time to time determine, and subject to any directions, and restrictions, time to time given and imposed by the Board, he shall have the general control, management and superintendence of the business of the Company and to enter into contracts on behalf of the Company in the ordinary course of business and to do and perform all other acts and things, which in the ordinary course of business he may consider necessary or proper or in the interest of the Company.

b. The Whole-time Director shall throughout the said term devote the whole of his time, attention and abilities to the business of the Company, and shall keep the Board informed of all major decisions being considered by the Whole-time Director that could materially affect the Company and shall well and faithfully serve the Company and use his utmost endeavors to promote the interest thereof.

| 8 |

3. Remuneration : The Whole-time Director shall not be paid any remuneration in terms of Proviso 2(ii) of Part II, Section II (B) of Schedule V of the Companies Act, 2013. The Whole-time Director will not receive sitting fees for attending meetings of the Board of Directors and/or Committees thereof, as the case may be, in the Company.

4. Notice period : The employment agreement between the Company and the Whole-time Director may be terminated by either party at any time by giving 1 (one) months’ notice in writing.

Mr. Sahni will be liable to retire by rotation.

Mr. Ashok Prakash Sahni and his Relatives may be deemed to be concerned or interested in the proposed Resolution in so far as it relates to his appointment. None of the other Directors or Key Managerial Personnel of the Company or their relatives are, in any way, concerned or interested, financially or otherwise, in the proposed resolution.

The Directors are of the view that the appointment of Mr. Ashok Prakash Sahni as Whole-time Director will be beneficial to the operations of the Company and therefore, your Directors recommend the resolution for your approval.

Item No. 8

In accordance with the provisions of Section 372A of the Companies Act, 1956, the Members vide Postal Ballot dated 24th March, 2012, had authorised the Board of Directors of the Company to make loans to bodies corporate; give any guarantee or provide security in connection with a loan to any other body corporate or person; and acquire by way of subscription, purchase or otherwise securities of any body corporate, upto Rs. 3,000 Crores, in excess of the limits prescribed under the said Section.

Further, in terms of Section 186 of the Companies Act, 2013 read with Rule 13 of the Companies (Meetings of Board and its Powers) Rules, 2014, no Company shall directly or indirectly give any loan to any person or other body corporate, give any guarantee or provide security in connection with a loan to any other body corporate or person, and acquire by way of subscription, purchase or otherwise, the securities of any other body corporate exceeding 60% (sixty percent) of its paid-up share capital, free reserves and securities premium account or 100% (one hundred percent) of its free reserves and securities premium account, whichever is more, unless prior approval by means of a Special Resolution is passed by the Members of the Company.

Considering the fact that for ongoing business requirements, the Company would be required to give loan to any person or other body corporate, give any guarantee or provide security in connection with a loan to any other body corporate or person, and make investments in the securities of other body corporate and which may exceed the limits prescribed under Section 186 of the Companies Act, 2013.

Accordingly it is necessary to authorize and empower the Board of the Company to give any loans to any person or other body corporate and / or to give guarantee and / or to provide security in connection with a loan to any other body corporate or person and to make investment or acquire from time to time by way of subscription, purchase, conversion or otherwise the securities of any other body corporate whether Indian or overseas up to an aggregate limit not exceeding ` 3,000 Crores (excluding the deposits or counter guarantee(s) furnished or to be furnished in favour of the Bankers of the Company in the ordinary course of business).

Your Directors therefore recommend the resolution to be passed as a Special Resolution for your approval.

None of the Directors or Key Managerial Personnel of the Company or their relatives are, in any way, concerned or interested, financially or otherwise, in the proposed resolution, except to the extent of their directorship and/or shareholding, present and/or future.

Item No. 9

At the Annual General Meeting of the Company held on 24th August, 2012, a Special Resolution pursuant to the provisions of Section 163 of the Companies Act, 1956 was passed by the Members giving approval to keep the Register of Members and other records and documents connected therewith in the Corporate Office of the Company.

Further, Section 94 of the Companies Act, 2013 provides that, other than at the Registered Office of the Company, the Register of Members, debenture holders and other security holders or copies of return may also be kept at any other place in India in which more than one-tenth of the total number of Members entered in the Register of Members reside, if approved by a Special Resolution passed at the General Meeting of the Company and the Registrar has been given a copy of the proposed Special Resolution in advance.

As the Registrar and Share Transfer Agents (RTA) of the Company, Link Intime India Private Limited, are entrusted with the share transfers and maintaining Register of Members, it will be convenient for the Company, if the aforementioned registers and documents are kept at the Office in India of the Registrar and Share Transfer Agent.

A copy of the proposed resolution will also be forwarded in advance to the Registrar of Companies, West Bengal, as required under the said Section 94(1) of the Companies Act, 2013.

Your Directors therefore recommend the resolution to be passed as a Special Resolution for your approval.

None of the Directors or Key Managerial Personnel of the Company or their relatives are, in any way, concerned or interested, financially or otherwise, in the proposed resolution.

| 9 |

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| 10 |

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| 11 |

NOTES

| 12 |

Route Map

CIN: L36911WB2002PLC095086

Registered Office: 413, Vardaan Market, 25A, Camac Street, Kolkata – 700 016 Phone: (033) 3028 9188 • Fax: (033) 3022 5903 • E-mail: [email protected] • Website: www.sgjhl.com

ATTENDANCE SLIP

I/We hereby record my/our presence at the 13th Annual General Meeting of the Company at ‘Rabindra Tirtha’, Premises No-33-1111, Major Arterial Road, 3rd Rotary, New Town, Kolkata – 700 156 on Thursday, 24th September, 2015 at 10.00 a.m.

Folio/DP ID & Client ID No.:Serial No.: Shares: Name: Name(s) of joint Holder(s), if any:

Address:

……………………………………………………………… ………………………………………………………………………………………………………………………… Name of Member/Proxy (in BLOCK LETTERS) Signature of Member/Proxy Present

Notes:

1. Members/Proxyholders who wish to attend the Annual General Meeting (AGM) must bring their Admission Slips to the AGM and hand over the same duly signed at the entrance. Duplicate Admission Slips will not be issued at the venue.

2. Members/Proxyholders desiring to attend the meeting are requested to bring their copy of Annual Report for reference at the Meeting.

----- -------------------------------------------------------------------------------------------------------------------------------- ELECTRONIC VOTING PARTICULARS

EVSN (E-voting Sequence Number)

USER ID (16 digit Demat Account/Folio No. of

members holding shares in physical mode)

PERMANENT ACCOUNT NUMBER (PAN) / SEQUENCE NUMBER

(Original PAN as per note no. 15 (vii) of Notice of 13th Annual General Meeting)

150820024

Please read instructions given at Note no. 15 of the Notice of the 13th Annual General Meeting carefully before voting electronically.

------- -----------------------------------------------------------------------------------------------------------------------------

CIN: L36911WB2002PLC095086

Registered Office: 413, Vardaan Market, 25A, Camac Street, Kolkata – 700 016 Phone: (033) 3028 9188 • Fax: (033) 3022 5903 • E-mail: [email protected] • Website: www.sgjhl.com

13TH ANNUAL GENERAL MEETING ON THURSDAY, 24TH SEPTEMBER, 2015 AT 10.00 A.M. Form No. MGT-11 [Proxy Form]

[Pursuant to Section 105(6) of the Companies Act, 2013 and Rule 19(3) of the Companies (Management and Administration) Rules, 2014]

Folio/DP ID & Client ID No.:

Name of the Member(s): E-mail ID: Registered Address:

I/We, being the member(s), holding………………………….shares of the above named company hereby appoint :

(1) Name ………………………………………………………………………………Address………………………………………………………………………………………………………… E-mail Id…………………………………………………………………………Signature………………………………………………………………………………or failing him/her

(2) Name ………………………………………………………………………………Address………………………………………………………………………………………………………… E-mail Id…………………………………………………………………………Signature………………………………………………………………………………or failing him/her

(3) Name ………………………………………………………………………………Address………………………………………………………………………………………………………… E-mail Id…………………………………………………………………………Signature…………………………………………………………………………………………………………

my/our proxy to attend and vote (on a poll) for me/us and my/our behalf at the 13th Annual General Meeting of the Company, to be held on Thursday, 24th September, 2015 at 10.00 a.m. at ‘Rabindra Tirtha’, Premises No-33-1111, Major Arterial Road, 3rd Rotary, New Town, Kolkata – 700 156 and at any adjournment thereof in respect of such resolutions as are indicated below : Resolution

No. Resolutions

Ordinary Business 1. Adoption of :

a. The Audited Standalone Financial Statement of the Company for the financial year ended 31st March, 2015, the Reports of the Board of Directors and Auditors thereon.

b. The Audited Consolidated Financial Statement of the Company for the financial year ended 31st March, 2015 and the Report of the Auditors thereon.

2. Re-appointment of M/s Chaturvedi & Partners as Statutory Auditors. Special Business

3. Appointment of Mr. Raman Chopra (DIN 07175795) as an Independent Director. 4. Appointment of Mr. Ashok Prakash Sahni (DIN 00701324) as Director. 5. Appointment of Mrs. Arvinder Kaur Sodhi (DIN 07197304) as an Independent Director. 6. Appointment of Mr. Pradeep Dhir (DIN 07198459) as an Independent Director. 7. Appointment of Mr. Ashok Prakash Sahni (DIN 00701324) as a Whole-time Director. 8. Authority to give loan/guarantee, to provide security and/or to invest in securities upto Rs. 3000 Crores. 9. Keeping of the Register of Members etc. at the office in India of Registrar & Share Transfer Agents.

Signed this........................day of.............................2015 Signature of Shareholder................................................. Signature of 1st Proxy holder................................................... Signature of 2nd Proxy holder.......................................... Signature of 3rd Proxy holder................................................... Note: 1. This form of proxy in order to be effective should be duly completed and deposited at the Registered Office of the

Company, not less than 48 hours before the scheduled time of the Annual General Meeting. 2. A proxy need not be a member of the Company. 3. A person can act as a proxy on behalf of members not exceeding 50 members and holding in the aggregate not more than 10% of the

total paid up share capital of the Company carrying voting rights. Provided that a member holding more than 10% of the total paid up share capital of the Company carrying voting rights may appoint a single person as proxy and such person shall not act as proxy for any other shareholder.

Affix

Revenue Stamp

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· 2015-09-22 · indian Jewellery industry The Gems and Jewellery sector in India plays a significant role in the Indian economy, contributing around 6-7 per cent of the country’s