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Vaibhav Global Ltd.

BSE: 532156 Sector: Consumer
NSE: VAIBHAVGBL ISIN Code: INE884A01019
BSE 00:00 | 24 Apr Vaibhav Global Ltd
NSE 05:30 | 01 Jan Vaibhav Global Ltd
OPEN 940.00
PREVIOUS CLOSE 907.80
VOLUME 176
52-Week high 1199.00
52-Week low 490.00
P/E 98.17
Mkt Cap.(Rs cr) 3,026
Buy Price 900.00
Buy Qty 1.00
Sell Price 960.00
Sell Qty 2.00
OPEN 940.00
CLOSE 907.80
VOLUME 176
52-Week high 1199.00
52-Week low 490.00
P/E 98.17
Mkt Cap.(Rs cr) 3,026
Buy Price 900.00
Buy Qty 1.00
Sell Price 960.00
Sell Qty 2.00

Vaibhav Global Ltd. (VAIBHAVGBL) - Director Report


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Company director report

Dear Members

Your Directors have pleasure in presenting the 30th Annual Report on the affairs of theCompany together with the Audited Financial Statements for the financial year ended 31stMarch 2019.

Financial Performance and Highlights

The audited financial results (standalone and consolidated) of the Company for the yearended 31st March 2019 are as follows:

( H in Lacs)

Standalone (F.Y.) Consolidated (F.Y.)
Particulars

2018-19

2017-18

2018-19

2017-18

Revenue from Operations and Other Income 48912.79 47448.62 182814.87 158112.39
Less: Operating Cost 44058.32 43128.26 161072.64 142222.70
Operating Profit / PBDIT 4854.47 4320.36 21742.23 15889.69
Less: Interest & Finance Charges 391.28 313.03 465.75 429.60
Less: Depreciation & Amortisation Expenses 382.93 374.60 2460.74 2545.14
Profit Before Tax (PBT) 4080.26 3632.73 18815.74 12914.95
Less: Tax Expenses 783.55 553.44 3398.71 1668.31
Profit After Tax (PAT) 3296.71 3079.29 15417.03 11246.64
Other Comprehensive Income (Net of Tax) 38.16 3.36 541.02 (179.74)
Total Comprehensive Income 3334.87 3082.65 15958.05 11066.90

Indian Accounting Standards

The audited financial statements (standalone and consolidated) prepared by the Companyin accordance with the Indian Accounting Standards [Ind AS] are provided in the AnnualReport of the Company.

Business Review

Vaibhav Global is an electronic retailer of fashion jewellery accessories andlifestyle products in the US and UK where consumer spending makes up roughly two-thirdsof their respective GDPs. The retail segment of the business contributes nearly 92% of thetotal revenue. As a Company we meet our retail customers where they are – onproprietary home shopping TV and web platforms with direct access to almost 100 million TVhouseholds in the US and UK combined; and digital platforms including marketplacessocial media platforms and mobile apps. In an environment where the sales channelboundaries are blurring VGL's omni-channel presence drives and deepens customerengagement changing the playbook for retail productivity.

VGL's vertically integrated model with a robust manufacturing set-up in India augurswell for the deep value proposition that it offers to its customers through its retailchannels - Shop LC in the US and TJC in the UK. Strong supply chain management withvigorous sourcing channels in micro-markets across India China Thailand and Indonesiafurther strengthen and support VGL's vision to be the value leader in electronic retailingof fashion jewellery accessories and lifestyle products. For more details please referto the Business Overview Section in the Management Discussion and Analysis Report whichforms a part of the Board's Report.

Consolidated Financial Statements

The consolidated financial statements of the Company and all the subsidiaries form apart of this Annual Report and have been prepared in accordance with Section 129(3) of theCompanies Act 2013. Pursuant to Section 136 of the Companies Act 2013 theaudited/unaudited (as applicable) financial statements for the financial year ended 31stMarch 2019 in respect of each subsidiary are also available on the website of theCompany i.e. www.vaibhavglobal.com. A copy of the said financial statements shall beprovided to shareholders upon request. A separate statement containing salient features ofthe financial statements of the subsidiaries in prescribed format AOC-1 is annexed as Annexure1 to this report. The statement also provides the details of performance and financialpositions of each of the subsidiary company.

Dividend

The Board of Directors of your company is pleased to recommend a final dividend of H5/-per equity share of the face value of H10 each (@50%) payable to those shareholders whosenames appear in the Register of

Members as on the Book Closure Date. During the year under review the Board ofDirectors in its meeting held on 29th October 2018 declared and paid an interim dividendof H5/- per equity share of the face value of H10 each (@50%). Cumulatively the Board ofDirectors of your Company has declared/recommended a total dividend (interim and finaldividend (if approved)) of H10/- per equity share (@100%) during the year.

Transfer to Reserve

The Board of Directors of your Company has decided not to transfer any amount to theReserves for the year under review.

Particulars of Loans Guarantees and Investments

The details of loans guarantees and investments covered under the provisions ofSection 186 of the Companies Act 2013 are given in the respective notes to thestandalone financial statements of the Company.

Details of Holding and Subsidiary Companies

A. Holding Company:

During the year in terms of scheme of arrangement/merger as approved by Hon'ble NCLTMumbai Bench under the provisions of the Companies Act 2013 Sonymike's Holdings Limiteda promoter group entity of Vaibhav Global Limited holding 9918640 equity sharesrepresenting 30.43% shareholding/voting capital of the Company has merged with BrettEnterprises Pvt. Ltd. (formerly: Brett Plastics Pvt. Ltd.) w.e.f. 29th May 2018. Pursuantto the aforesaid merger the shareholding of Brett Enterprises Pvt. Ltd. has increasedfrom 8334124 equity shares representing 25.56% shareholding/voting capital of theCompany to 18252764 equity shares representing 55.99% of shareholding /voting capitalof the Company. Consequently Brett Enterprises Pvt. Ltd. has become the Holding Companyof Vaibhav Global Limited.

B. Subsidiary Companies:

The Company has the following subsidiaries and step-down subsidiaries:

Wholly-Owned Subsidiaries:-a) Genoa Jewelers Limited British Virgin Islands a100% subsidiary of the Company which in turn holds 100% in Shop LC USA and The JewelleryChannel UK. b) STS Jewels Inc. USA a 100% subsidiary of the Company engaged in sellingjewellery to departmental stores TV channels and others in USA on wholesale basis. c) STSGems Limited Hong Kong a 100% subsidiary of the Company engaged in outsourcingjewellery and lifestyle products for the group from China and Hong Kong. d) STS Gems ThaiLimited a 100% subsidiary of the Company engaged in outsourcing products for the groupfrom Thailand.

e) STS Gems Japan Limited a 100% subsidiary of the Company engaged in outsourcingproducts for the group from Japan.

Step-down subsidiaries:-a) The Jewellery Channel Ltd. UK (TJC UK) a wholly-ownedstep-down subsidiary of the Company engaged in the sale and marketing of fashionjewellery and lifestyle accessories through electronic media and operates a dedicated 24x7TV shopping channel and internet shopping website (www.tjc. co.uk) and also a mobile appin the UK. b) Shop LC Global Inc. USA (Shop LC USA ) (formerly: The Jewelry ChannelInc.) a wholly-owned step-down subsidiary of the Company engaged in marketing of fashionjewellery and lifestyle accessories through electronic media and operates a dedicated 24x7TV shopping channel and internet shopping website (www.shoplc.com) and also a mobile appin the US. c) PT. STS Bali a wholly-owned step-down subsidiary of the Company engaged inoutsourcing products for the Group from Indonesia. d) STS (Guangzhou) Trading Limited awholly-owned step-down subsidiary of the Company was incorporated during the year engagedin the business of export and import trading. There is no associate company within themeaning of Section 2(6) of the Companies Act 2013. There has been no material change inthe nature of the business of the subsidiaries.

Change in Capital Structure

During the year there has been no change in the authorised share capital of theCompany. The Company has allotted 108383 equity shares of H10/- each to eligibleemployees under VGL ESOP (As Amended) – 2006 in different tranches through VaibhavGlobal Employee Stock Option Welfare Trust pursuant to the exercise of stock options andconsequently the paid-up equity share capital of the Company has increased during theyear from H325908530/- (Rupees thirty two crores fifty nine lac eight thousand fivehundred and thirty only) to H326992360/- (Rupees thirty two crores sixty nine lacninety two thousand three hundred and sixty only). Further the Company has not issuedshares with differential voting rights.

Employees Benefit Scheme(s)

During the year 404600 (Four lac four thousand six hundred) stock optionsconvertible into 404600 (Four lac four thousand six hundred) equity shares of H10/- eachhave been granted to the eligible employees of the Company and its subsidiaries under‘VGL ESOP (As Amended) 2006' (hereinafter referred to as ‘ESOP Scheme'). Duringthe year the clause 2(n) of the ESOP Scheme pertaining to exercise price was amended withthe approval of the shareholders.

The shareholders vide their resolution dated 30th March 2019 through postal ballotapproved ‘VGL RSU Plan 2019'. The ESOP Scheme and RSU plan are in compliance withSEBI (Share Based Employee Benefits) Regulations 2014.

The required details pertaining to Employee Benefit Scheme(s) are available on theCompany's website: http://www.vaibhavglobal.com/esop

Memorandum and Articles of Association

The Board of Directors has approved subject to the approval of the shareholders in theensuing Annual General Meeting amendments in Memorandum of Association of the Company inconformity with the Companies Act 2013 and Adoption of new set of Articles of Associationof the Company to insert provision for buy back of shares inter-alia other amendments inconformity with the Companies Act 2013.

Credit Rating

During the year the Company's credit rating for long-term bank facilities werereaffirmed as CARE A- (A minus) which denotes adequate degree of safety regarding timelyservicing of financial obligations. However the rating outlook was revised from stable topositive. The short-term bank facilities were also reaffirmed as CARE A2+ (A Two Plus)which denotes strong degree of safety regarding timely servicing of financial obligations.

Directors and Key Managerial Personnel (KMP)

During the year Mr. Sunil Agrawal was re-appointed as Managing Director of the Companyfor a period of five years w.e.f. 1st February 2019 to 31st January 2024 and Mr. RahimUllah was re-appointed as Whole-time Director of the Company for a period of five yearsw.e.f. 1st February 2019 to 31st January 2024. Keeping in view the long and richexperience continued valuable guidance to the management and effective participation andcontribution Mr. James Patrick Clarke was re-appointed as an Independent Director for afurther term of five years w.e.f. 7th February 2019 to 6th February 2024. The abovesaidreappointments were approved by the shareholders of the Company on 30th March 2019through postal ballot.

Further pursuant to the provisions of Regulation 17(1A) of the Securities and ExchangeBoard of India (Listing Obligations and Disclosure Requirements) Regulations 2015shareholders of the Company on 30th March 2019 has also approved the continuation ofDirectorship of Mrs. Sheela Agarwal as Non-Executive Non-Independent Director of theCompany.

Mr. Harsh Bahadur Non-Executive Independent Director of the Company was appointed asNon-Executive Chairman of the Board w.e.f. 1st February 2019. Dr. Purushottam Agarwal wasre-appointed as an Independent Director of the Company for a further term of one yearw.e.f. 15th May 2018 with the approval of shareholders through postal ballot resolutionpassed on 10th May 2018. Dr. Purushottam Agarwal has completed his tenure as IndependentDirector on the Board of the Company on 14th May 2019 and ceased as Director on the Boardof the Company.

In accordance with the provisions of the Companies Act 2013 and in terms of theMemorandum and Articles of Association of the Company Mr. Nirmal Kumar Bardiya Directoris liable to retire by rotation at the ensuing Annual General Meeting and being eligibleoffers himself for reappointment.

a) Board Evaluation and Remuneration Policy

Pursuant to the provisions of the Companies Act 2013 the Board has carried out anannual performance evaluation of its own performance its committees and individualdirectors (including independent directors) and expressed its satisfaction. The criteriaof evaluation is described in the ‘Report on Corporate Governance' a part of thisAnnual Report.

The Nomination and Remuneration Policy of the Company containing selection andremuneration criteria of Directors senior management personnel and performance evaluationof Directors/ Board/Committees/Chairman has been designed to keep pace with the dynamicbusiness environment and market-linked positioning. The policy has been duly approved andadopted by the Board pursuant to the recommendations of the Nomination Remuneration andCompensation Committee of the Board. During the year the Nomination and RemunerationPolicy was amended to incorporate the changes of Companies Act and SEBI (LODR)Regulations. The amended Policy is available on the Company's website i.e.http://www.vaibhavglobal.com/vgl-policies

b) Board Meetings

During the year four (4) Board Meetings were convened and held the details of whichare given in the "Report on Corporate Governance" a part of this Annual Report.

c) Declaration by Independent Directors

All Independent Directors of the Company have given declarations that they meet thecriteria of independence as laid down under Section 149(6) of the Companies Act 2013 andRegulation 16(1)(b) of SEBI (LODR) Regulations 2015. Further all necessarydeclarations with respect to independence have been received from all the IndependentDirectors and also received the confirmation that they have complied with the Code forIndependent Directors prescribed in Schedule IV to the Act. The terms and conditions forthe appointment of the Independent Directors are given on the website of the Company.

Committees of the Board

Details of the committees along with their composition charters and meetings heldduring the year are provided in the ‘Report on Corporate Governance' a part of thisAnnual Report.

Directors' Responsibility Statement

The Board of Directors acknowledge the responsibility for ensuring compliance with theprovisions of Section 134(3)(c) read with Section 134(5) of the Companies Act 2013 inpreparation of annual accounts for the financial year ended 31st March 2019 and statethat: a) in the preparation of the annual accounts for the financial year ended 31stMarch 2019 the applicable accounting standards have been followed along with properexplanation relating to material departures; b) the Directors had selected such accountingpolicies and applied them consistently and made judgments and estimates that arereasonable and prudent so as to give a true and fair view of the state of affairs of theCompany as at 31st March 2019 and profit of the Company for that period; c) the Directorshave taken proper and sufficient care for the maintenance of adequate accounting recordsin accordance with the provisions of the Companies Act 2013 for safeguarding the assetsof the Company and for preventing and detecting fraud and other irregularities; d) theannual accounts have been prepared on a going concern basis; e) proper internal financialcontrols have been laid down which are adequate and were operating effectively; and f)proper systems have been devised to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.

Related Party Transactions

All related party transactions entered into during the financial year were on an arm'slength basis and in the ordinary course of business. There are no material significantrelated party transactions made by the Company with Promoters Directors Key ManagerialPersonnel or other designated persons and their relatives which may have a potentialconflict with the interest of the Company at large. Particulars of contracts orarrangements with related parties referred to Section 188(1) of the Companies Act 2013in the prescribed form AOC-2 is annexed herewith as Annexure 2.

Detail of all related party transactions is being placed before the Audit Committee aswell as the Board of Directors. The Audit Committee has granted omnibus approval forrelated party transactions as per the provisions of the Companies Act 2013 and SEBI(LODR) Regulations 2015. The Board has also framed a policy on related party transactionsand the same is available on the Company's website i.e. http://www.vaibhavglobal.com/vgl-policies

Pursuant to the SEBI (LODR) Regulations 2015 the Board has framed a policy onMaterial Subsidiaries and the same is available on the Company's website i.e.http://www.vaibhavglobal.com/vgl-policies

Vigil Mechanism / Whistle Blower Policy

The Company has established a Vigil Mechanism/Whistle Blower Policy to deal withinstances of fraud and mismanagement if any. The policy has a systematic mechanism fordirectors and employees to report concerns about unethical behavior actual or suspectedfraud or violation of the Company's code of conduct or policy. The policy is available onthe Company's website at the link http://www.vaibhavglobal.com/vglpolicies

Internal Control Systems and their Adequacy

The internal control framework is designed to ensure proper safeguarding of assetsmaintaining proper accounting records and providing reliable financial information andother data. This system is supplemented by internal audit reviews by the management anddocumented policies guidelines and procedures. The Company has a well-definedorganisational structure authority levels internal rules and guidelines for conductingbusiness transactions. The Company intends to undertake further measures as necessary inline with its intent to adhere to the procedures guidelines and regulations asapplicable in a transparent manner.

An external independent firm carries out the internal audit of the Company's operationsand reports its findings to the Audit Committee. Internal audit also evaluates thefunctioning and quality of internal controls and provides assurance of its adequacy andeffectiveness through periodic reporting. Internal audit is carried out as per risk-basedinternal audit plan which is reviewed by the Audit Committee of the Company. TheCommittee periodically reviews the findings and suggestions for improvement and isapprised on the implementation status in respect of the actionable items.

Listing of Shares

The shares of the Company are listed on BSE Limited and National Stock Exchange ofIndia Limited and the listing fee for the year 2019-20 has been duly paid.

Deposits

During the year under review your Company has not accepted any deposit within themeaning of Section 73 and 74 of the Companies Act 2013 read with the Companies(Acceptance of Deposits) Rule 2014. There are no outstanding deposits as on 31st March2019.

Awards and Recognitions

During the year under review your Company has received the following awards andcertificates:

1. Certification from Great Place to Work Institute India and the Company iscertified as a great workplace.

2. Certificate of Appreciation awarded for our constant guidance and support inpreserving the heritage of our trade by the Museum of Gem and Jewellery FederationJaipur.

3. Secured first rank for ‘ 44th India Gem & Jewellery Awards 2017' in thecategory of ‘Silver Jewellery' continuously for the fifth time by the Gems &Jewellery Export Promotion Council (GJEPC).

Annual Return

Pursuant to the provisions of Section 92(3) of the Companies Act 2013 read withCompanies (Management & Administration) Rules 2014 an extract of the annual returnin the prescribed form MGT-9 is annexed herewith as Annexure 3. The same is alsoavailable on the website of the Company i.e. www.vaibhavglobal.com

Auditors and Auditors' Report

A. Statutory Auditors

M/s B S R & Co. LLP Chartered Accountants (ICAI Firm Registration Number 101248W/W-100022) statutory auditors of the Company have submitted Auditors' Report on thefinancial statements (standalone and consolidated) of the Company for the financial yearended 31st March 2019. The reports do not contain any reservation qualification oradverse remark. Information referred to in the Auditors' Report are self-explanatory anddo not call for any further comments.

B. Secretarial Auditor

Pursuant to the provisions of Section 204 of Companies Act

2013 and rules made thereunder M/s B. K. Sharma & Associates CompanySecretaries was appointed as secretarial auditor to conduct the secretarial audit of theCompany for the financial year 2018-19. The Secretarial Audit Report for the financialyear 2018-19 is attached herewith as Annexure 4. The report does not contain anyreservation qualification or adverse remark. Information referred to in the SecretarialAuditor Report are self-explanatory and do not call for any further comments.

Investor Relations

Your Company interacted with Indian and overseas investors and analysts throughone-on-one meetings and regular quarterly meetings during the year. Earnings calltranscripts thereof are posted on the website of the Company.

Prevention of Insider Trading

In compliance with the provisions of Securities Exchange Board of India (Prohibition ofInsider Trading) Regulations 2015 the Board has adopted a code of conduct and code ofpractices and procedures for fair disclosure of unpublished price sensitive information topreserve the confidentiality of price sensitive information to prevent misuse thereof andregulate trading by designated persons. The code of practices and procedures for fairdisclosure of unpublished price sensitive information is also available on the Company'swebsite i.e. www.vaibhavglobal.com

Corporate Social Responsibility (CSR)

As required under Section 135 of the Companies Act 2013 the Board of Directors hasconstituted a Corporate Social Responsibility (CSR) Committee to formulate and recommendto the Board a Corporate Social Responsibility (CSR) policy which shall indicate theactivities to be undertaken by the Company as specified in Schedule VII of the CompaniesAct 2013 to recommend the amount of expenditure to be incurred on the activities and tomonitor the Corporate Social Responsibility policy of the Company from time to time. TheCompany has developed and implemented a CSR Policy a copy of which containing projectsand programs is available on Company's website: http://www.vaibhavglobal.com/vgl-policies Your Company has contributed a sum of H125.32 lacs tovarious social institutions in the field of mid-day meals education healthcare andscholarships. A report on CSR activities i.e. initiatives taken during the year in theprescribed format as required under section 134(3)(o) read with section 135 inter-aliacontains composition of the CSR committee and is annexed herewith as Annexure 5which forms a part of this Report.

Particulars of Employees

Information required pursuant to Section 197(12) of the Companies Act 2013 read withrules made thereunder as amended from time to time has been given as Annexure 6which forms a part of this Report.

Risk Management

The Company has framed and implemented a Risk Management policy to identify the variousbusiness risks. This framework seeks to create transparency minimise adverse impact onbusiness objectives and enhance the Company's competitive advantage. The risk managementpolicy defines the risk management approach across the enterprise at various levelsincluding documentation and reporting. During the year the Company has constituted a riskmanagement committee to monitor and review the risk management plan and to performfunctions as defined under SEBI (LODR) Regulations 2015 and the Companies Act 2013.

Prevention of Sexual Harassment at Workplace

Your Company is fully committed to uphold and maintain the dignity of women working inthe Company. Pursuant to the provisions of Section 21 of the Sexual Harassment of Women atthe Workplace (Prevention Prohibition Redressal) Act 2013 the Company has formulatedan Anti-Sexual Harassment Policy. All employees (permanent contractual temporary andtrainees) are covered under this policy. An Internal Complaints Committee (ICC) was set upwhich is responsible for redressal of complaints related to sexual harassment at theworkplace. During the year under review the Company has not received any complaintpertaining to sexual harassment.

Trade Relations

The Company maintained healthy cordial and harmonious industrial relations at alllevels. The Directors wish to place on record their appreciation for the valuablecontribution made by the employees of the Company.

Management Discussion and Analysis Report

The Management Discussion and Analysis Report of the financial conditions and resultsof operations of the Company for the year under review as required under regulation34(2)(e) of SEBI (LODR) Regulations 2015 is being given separately and forms a part ofthis Annual Report.

Corporate Governance

A report on Corporate Governance and Certificate from the Company Secretary in Practiceconfirming compliance of conditions as stipulated under SEBI (LODR) Regulations 2015forms an integral part of this Annual Report. The Managing Director of the Company hasconfirmed and declared that all the members of the Board and the senior managementpersonnel have affirmed compliance with the code of conduct.

Secretarial Standards

During the year the Company has complied with all applicable secretarial standards.

Unclaimed Dividend

Section 124 of Companies Act 2013 read with Investor Education and Protection FundAuthority (Accounting Audit Transfer and Refund) Rules 2016 (‘the Rules")mandates that the companies to transfer the amount of dividend which remained unclaimedfor a period of seven years from the unpaid dividend account to the Investor Educationand Protection Fund (IEPF). Further the Rules also mandate that the share on whichdividend has not been paid or claimed for seven consecutive years or more be transferredto the IEPF.

The following table provides a list of years for which unclaimed dividend and theircorresponding shares would become eligible to be transferred to IEPF on the datesmentioned below:

Year Type of dividend Dividend per share (H ) Date of declaration Due date of transfer

Unclaimed dividend as on 31st March 2019 (H)

2014-15 Interim dividend 2.40 11th November 2014 16th December 2021 51364.80
2018-19 Interim dividend 5.00 29th October 2018 5th December 2025 129800.00

Unclaimed dividend transferred to IEPF during the year 2018-19 - NIL Shares transferredto IEPF during the year 2018-19 - NIL

The Company sends periodic intimation to shareholders advising them to lodge theirclaims with respect to unclaimed dividend. Shareholders may note that both the unclaimeddividend and corresponding shares to be transferred to IEPF including all benefitsarising on such shares if any can be claimed from IEPF following the procedureprescribed in the Rules. No claim shall lie in respect thereof with the Company.

Mr. Sushil Sharma Company Secretary was appointed as nodal officer to ensurecompliance with the IEPF Rules. The contact details of nodal officer and detail ofunpaid/unclaimed dividend are available on the website of the Company i.e.www.vaibhavglobal.com

Significant and Material Orders passed by the Regulators or Courts or Tribunals

There are no significant and material orders passed by the regulators or courts ortribunals which would impact the going concern status of the Company.

Significant changes occurred during the Current Year

There are no material/significant changes occurred between the end of the financialyear 2018-19 and the date of this report which may impact the financial position of theCompany.

Cost Audit

Maintenance of cost records as specified by the Central Government under sub-section(1) of section 148 of the Companies Act 2013 is not applicable to the Company.

Energy Conservation Technology Absorption and Foreign Exchange Earnings and Outgo

The disclosures to be made under Section 134(3)(m) of the Companies Act 2013 readwith Rule 8(3) of the Companies (Accounts) Rules 2014 are as under:

A. Conservation of energy

The operations of the Company are not energy intensive. However the Company alwaysfocuses on conservation of energy wherever possible. The energy conservation teamcontinuously meets conducts studies verifies and monitors the consumption andutilisation of energy including identification of energy conservation areas in differentmanufacturing units of the Company. During the year the Company has taken the followingsteps to reduce energy consumption:

1. Replacement of old air-cooled plant with VRV (Variable Referent Volume) unit atchain building at E-68 which saves energy.

2. Removal of dust collector from E-68 main building HVAC system and fixing of a smallaxial fan which reduces power consumption.

Steps taken by the company for utilising alternate sources of energy: Currently ourinstalled capacity of rooftop solar panels in

India is 300 kW providing nearly 6% of our combined electricity requirement at ourmanufacturing facilities in Jaipur Rajasthan. We are in the process of commencing work ontwo solar power projects

- 1.3 MW in Bikaner Rajasthan and 85 kW in Jaipur (through PPA) Rajasthan. Oncecommissioned along with the existing solar facility we will be able to meetapproximately 45% of our total power requirement at our manufacturing facilities inJaipur Rajasthan.

The Company's SEZ unit successfully achieved green building standards under ‘Gold'category certified by Indian Green Building Council (IGBC). The SEZ unit has alsoinstalled thermal energy storage or storage of cold energy in the form of ice i.e. useof chillers during idle hours (night) to store cooling energy and use of the stored energyduring peak energy hours (day) by switching on the chillers.

Capital investment on energy conservation equipment during the year: NIL

B. Technology Absorption

(i) The efforts made towards technology absorption: Your Company possesses an in-houseresearch and development team which is continuously working towards more efficientjewellery production improved processes and better designs. Your Company constantlystrives for the latest technology for its manufacturing processes. The Company hasinstalled wet sprue grinding machine at the SEZ unit for better recovery. (ii) Thebenefits derived like product improvement cost reduction product development or importsubstitution: NA (iii) In case of imported technology (imported during the last threeyears reckoned from the beginning of the financial year): NIL

C. Foreign Exchange Earnings and Outgo

The information on foreign exchange earnings and outgo is furnished in the notes toaccounts of the standalone financial statements of the Company.

Acknowledgements

Your Directors acknowledge with gratitude and wish to place on record its appreciationfor the dedication and commitment of the Company's employees at all levels which hascontinued to be our major strength. We also take this opportunity to express our deepsense of gratitude to all government and non-government agencies bankers and vendors fortheir continued support and look forward to have the same in the future too. We alsoexpress gratitude to shareholders for reposing their unstinted trust and confidence in themanagement of the Company.

For and on behalf of the Board of Directors

Harsh Bahadur

Place: Jaipur Chairman Date: 21st May 2019 DIN: 00724826